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17 February 2021 Maja McGuire Director TechGen Metals Limited

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TECHGEN METALS LIMITED

(ACN 624 721 035)

For an offer of a minimum of 25,000,000 fully paid ordinary shares in the capital of the Company ( Shares ) and a maximum of 30,000,000 Shares, at an issue price of $0.20 per Share, to raise between $5,000,000 and $6,000,000 (before costs) (the Offer ).

The Offer is conditional upon satisfaction of the Conditions, which are detailed further in Section 2.4. No Shares will be issued pursuant to this Prospectus until those Conditions are met.

Co-Lead Managers:

Novus Capital Limited ACN 006 711 995

Vert Capital Pty Ltd ACN 635 566 424

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IMPORTANT INFORMATION

This is an important document that should be read in its entirety. If you have any queries or do not understand it you should consult your professional advisers without delay.

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

This Offer is not underwritten.

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CONTENTS Corporate Directory ........................................................ 1 Important Notice ............................................................ 2 Chair’s Letter ................................................................... 4 Key Offer Information ..................................................... 5 1. Investment Overview .................................................. 6 2. Details of the Offer ................................................... 18 3. Company Overview ................................................. 26 4. Financial Information ................................................ 48 5. Risk Factors ............................................................... 57 6. Independent Geologist’s Report .............................. 64 7. Legal Report on the Projects ................................. 163 8. Investigating Accountant’s Report ........................ 184 9. Board and Management ........................................ 189 10. Corporate Governance ........................................ 193 11. Material Contracts ............................................... 207 12. Additional Information ......................................... 215 13. Director’s Authorisation ....................................... 227 14. Glossary ................................................................ 229 Application Form ...................................................... 232

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Prospectus | TechGen Metals Limited

CORPORATE DIRECTORY

DIRECTORS

Maja McGuire (Non- Executive Chair) Ashley Hood (Managing Director) Andrew Jones (Executive Director) Sathiaseelan (Rick) Govender (Non-Executive Director/ Chief Financial Officer)

COMPANY SECRETARY

Sathiaseelan (Rick) Govender

SOLICITORS

Nova Legal Pty Ltd Level 2, 50 Kings Park Road West Perth WA 6005

INVESTIGATING ACCOUNTANT

PKF Brisbane Audit Level 6, 10 Eagle Street Brisbane QLD 4001

INDEPENDENT EXPERT GEOLOGIST

FRM Geological Services 56 London Street North Perth WA 6006

LEGAL REPORT ON THE PROJECT

House Legal Pty Ltd 86 First Avenue Mount Lawley WA 6050

PROPOSED ASX CODE

TG1

REGISTERED OFFICE AND PRINCIPAL PLACE OF BUSINESS

Level 28, AMP Tower 140 St Georges Terrace Perth WA 6000

Telephone: +61 8 6557 6606 Email: [email protected] Website: www.techgenmetals.com.au

SHARE REGISTRY*

Automic Pty Ltd Level 5, 126 Phillip Street Sydney NSW 2000

INVESTOR ENQUIRIES

Automic Pty Ltd Level 5, 126 Phillip Street Sydney NSW 2000

Phone: 1300 288 664 (within Australia) Phone: +61 2 9698 5414 (international) Fax: +61 2 8583 3040 Email: [email protected]

CO-LEAD MANAGERS

Novus Capital Limited Level 11, Plaza Building 95 Pitt Street, Sydney NSW 2000

Phone: +61 9375 0114 www.novuscapital.com.au

Vert Capital Pty Ltd 326 Rokeby Road Subiaco WA 6008

AUDITOR

PKF Brisbane Audit Level 6, 10 Eagle Street Brisbane QLD 4001

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

Prospectus | TechGen Metals Limited

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IMPORTANT NOTICE

GENERAL

This Prospectus is dated 17 February 2021 and was lodged with the ASIC on that date. Neither ASX nor ASIC and its officers take responsibility for the contents of this Prospectus or the merits of the investment to which this Prospectus relates. No Shares may be issued on the basis of this Prospectus later than 13 months after the date of this Prospectus.

It is important that you read this Prospectus in its entirety and seek professional advice where necessary. The Shares the subject of this Prospectus should be considered highly speculative.

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

EXPOSURE PERIOD

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

PROSPECTUS AVAILABILITY

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

The Corporations Act prohibits any person passing onto another person an Application Form unless it is attached to a hard copy of this Prospectus or it accompanies the complete and unaltered version of this Prospectus. You may obtain a hard copy of this Prospectus free of charge by contacting the Company. 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.

APPLICANTS OUTSIDE AUSTRALIA

This Prospectus does not constitute an offer or invitation in any place in which, or to any person to whom it would not be lawful to make such an offer or invitation. The distribution of this Prospectus (in electronic or hard copy form) in jurisdictions outside Australia may be restricted by law and persons who come into possession of this Prospectus should seek advice on and observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws. No action has been taken to register to qualify the Shares, or the Offer, or otherwise permit a public offering of Shares, in any jurisdiction outside Australia. Refer to Section 2.14 for more information.

NEW ZEALAND

This Prospectus has not been registered, filed with or approved by any New Zealand regulatory authority under the Financial Markets Conduct Act 2013 (the FMC Act ). The Shares are not being offered or sold in New Zealand (or allotted with a view to being offered for sale in New Zealand) other than to a person who:

a) is an investment business within the meaning of clause 37 of Schedule 1 of the FMC Act;
b) meets the investment activity criteria specified in clause 38 of Schedule 1 of the FMC Act;
c) is large within the meaning of clause 39 of Schedule 1 of the FMC Act;
d) is a government agency within the meaning of clause 40 of Schedule 1 of the FMC Act; or
e) is an eligible investor within the meaning of clause 41 of the FMC Act.

FORWARD LOOKING STATEMENTS

This Prospectus contains forward-looking statements which are identified by words such as ‘could’, ‘believes’, ‘may’, ‘estimates’, ‘targets’, ‘expects’, or ‘intends’ and other similar words that involve risks and uncertainties. These statements are based on an assessment of present economic and operating conditions, and on a number of assumptions regarding future events and actions that, as at the date of this Prospectus, are expected to take place. Such forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties, assumptions and other important factors, many of which are beyond the control of the Company, and its Directors and management.

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

Prospectus | TechGen Metals Limited

IMPORTANT NOTICE

The Company has no intention to update or revise forwardlooking statements, or to publish prospective financial information in the future, regardless of whether new information, future events or any other factors affect the information contained in this Prospectus, except where required by law. These forward looking statements are subject to various risk factors that could cause our actual results to differ materially from the results expressed or anticipated in these statements. These risk factors are set out in Section 5 of this Prospectus.

PHOTOGRAPHS AND DIAGRAMS

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

COMPETENT PERSONS STATEMENT

The information in this Prospectus (including the Company Overview in Section 3 and the Independent Geologist’s Report which has been included in Section 6 of this Prospectus) that relates to exploration targets, exploration results mineral resources or ore reserves is based on information compiled by Ms Felicity Repacholi-Muir, a Competent Person who is a Member of the Australasian Institute of Geoscientists. Ms Felicity Repacholi-Muir is engaged as an independent geologist by the Company and operates under the business name of FRM Geological Services. Ms Felicity RepacholiMuir has sufficient experience that is relevant to the style of mineralisation and type of deposit under consideration and to the activity being undertaking to qualify as a ‘Competent Person’ as defined under the 2012 Edition of the ‘Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves’.

SPECULATIVE INVESTMENT

The Shares offered under this Prospectus are considered speculative. There is no guarantee that the Shares offered 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 Shares offered under this Prospectus are an appropriate investment for them in light of their personal circumstances, including but not limited to their financial and taxation position. Refer to Section 5 for details of the risks associated with an investment in the Company.

RISK FACTORS

You should read this document in its entirety and, if in any doubt, consult your professional advisers before deciding whether to apply for Shares. There are risks associated with an investment in the Company. The Shares offered under this Prospectus carry no guarantee with respect to return on capital investment, payment of dividends or the future value of the Shares. Refer to Section 5 for details of some of the key risks associated with an investment in the Company that should be considered by prospective investors. There may be risk factors in addition to these that should be considered in light of your personal circumstances.

DEFINITIONS

Unless the context otherwise permits, defined terms and abbreviations used in this Prospectus have the meanings set out in Section 14.

Ms Felicity Repacholi-Muir consents to the inclusion in this Prospectus of the matters based on her information in the form and context in which it appears.

E08/2945 Station Creek Hi grade copper chalcocite (54.5% Cu, 257g/t Ag, 0.336ppm Au & 6.99% S) Refer to page 44 of the Independent Geologist’s Report.

Prospectus | TechGen Metals Limited

CHAIR’S LETTER

Dear Investor,

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On behalf of my fellow Directors, it is with great pleasure that I present to you this Prospectus and invite you to become a Shareholder of TechGen Metals Ltd (ACN 624 721 035) ( TechGen Metals or the Company ).

TechGen Metals is an Australian registered exploration Company with a primary focus on exploring and developing its acquired gold and copper projects in Western Australia (regarded as the top jurisdiction in the world for mining investment). The Company’s objective is to create wealth for its Shareholders through commercial exploration success.

Upon the completion of a number of Acquisition Agreements, the Company will hold a portfolio of twelve exploration licences covering a combined area of 986km², located in three highly prospective geological regions of Western Australia; the Yilgarn Craton, Paterson Orogen and Ashburton Basin. The Yilgarn Craton and Paterson Orogen are both proven world class gold and base metal provinces whilst the Ashburton Basin is considered highly prospective yet under explored and has the potential for major new gold and base metal discoveries. The spread of Projects across these three geological regions provides the Company with geographical and operational diversification.

Upon acquisition of the Projects, TechGen Metals proposes to accelerate exploration of its gold and copper projects and is seeking to fund this work through an initial public offer of a minimum of 25,000,000 Shares and a maximum of 30,000,000 Shares, at an issue price of $0.20 per Share to raise between $5,000,000 and $6,000,000 (before costs) (being the Offer).

Following the close of the Offer, the Company is confident that it will be well positioned to carry out its strategy, with a targeted short and medium term exploration program focused on exploring the Projects and making acquisitions of, or investments in, assets that will complement the existing assets of the Company. This comes at an opportune time when gold and copper commodities are nearing record prices.

The Company has an experienced board and management team, with a broad range of exploration, development, management, commercial and technical skills in the resources industry. The Company’s technical team, consisting of the Company’s Directors and expert consultants, have expert knowledge of the mechanisms of orebody formation and distribution within a wide range of geological and tectonic settings. The exploration services provided by our team include targeting through field mapping, geochemistry, structural interpretation and the most up to date use and interpretation of high powered geophysics systems and modelling software.

This Prospectus contains detailed information about the Company, its business and the Offer. It explains risks of investing in the Company and I encourage you to read it carefully and seek the appropriate professional advice if required before making an investment decision.

There are exciting times ahead for the Company and I look forward to welcoming you as a Shareholder.

Yours sincerely,

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Mrs Maja McGuire Non-Executive Chair

Prospectus | TechGen Metals Limited

KEY OFFER INFORMATION

KEY DATES – INDICATIVE TIMETABLE

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Lodgement of Prospectus ......................................................17 February 2021 Offer Opening Date .................................................................25 February 2021 Offer Closing Date ...................................................................25 March 2021 Allotment and issue of Shares ................................................1 April 2021 Expected dispatch of holding statements .............................6 April 2021 Shares expected to begin trading on ASX .............................13 April 2021

Notes:

Subject to the Exposure Period. Any extension of the Exposure Period will impact on the Opening Date.
Prospective investors are encouraged to submit their Applications as early as possible. The Directors reserve the right to close the Offer earlier or later than as indicated above without prior notice to prospective investors.
Anticipated dates only. The above dates are indicative only and may change without notice. The Directors reserve the right to amend the timetable. The date the Shares are expected to be issued and/or commence trading on ASX may vary with any change to the Closing Date.

KEY OFFER DETAILS

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Minimum Raise Maximum Raise
Shares on issue at the date of this Prospectus [1] 15,873,952 15,873,952
Shares to be issued under the Offer 25,000,000 30,000,000
Offer Price per Share $0.20 $0.20
Shares to be issued to Novus Capital [2] 187,500 187,500
Shares to be issued under the Acquisition Agreements [3] 6,475,000 6,475,000
Total Shares on issue following Offer 47,536,452 52,536,452
Options on issue at the date of this Prospectus [4] 13,833,334 13,833,334
Total Options on issue following Offer 13,833,334 13,833,334
Performance Rights to be issued under the Acquisition Agreements [5] 4,700,000 4,700,000
Total Performance Rights 4,700,000 4,700,000
Gross Proceeds of Offer $5,000,000 $6,000,000
Market Capitalisation following Offer (undiluted) $9,507,290 $10,507,290
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Notes:

Not including Vendor consideration Shares under the Acquisition Agreements or Shares to be issued to Novus Capital.
These Shares form part of the success/completion fee detailed in Section 11.2. The total success/completion fee of $75,000 will be paid 50% in Shares and 50% in cash (($75,000/2)/0.20=187,500).
Refer to Section 11.1.3(e).
Comprising of:
(a) 3,333,334 Restructure Options which have been previously issued as consideration to those persons who had their Shares cancelled as part of a selective capital reduction completed on 26 November 2020. Refer to Section 12.2 for the terms of these Restructure Options.
(b) 500,000,000 Historical Options which have been previously issued to a Canadian vendor pursuant to a historical (2018) Property Purchase Agreement ( PPA ) for the purchase of exploration assets by the Company from an Ontario based company. The rights under the PPA have since lapsed and the Company has no further rights or obligations under the PPA. Refer to Section 12.3 for the full terms of these Historical Options.
(c) A total of 10,000,000 Director Options issued to the Directors. Ashley Hood and Andrew Jones will each receive 2,500,000 Director Options as part of their executive service agreements under the Company’s Incentive Plan. Maja McGuire and Rick Govender will also each receive 2,500,000 Director Options pursuant to their non-executive letters of appointment under the Company’s Incentive Plan. The Director Options will be issued as reasonable remuneration for future services to be provided to the Company and will assist in ensuring that the interests of all Directors are aligned with those of Shareholders. Refer to Section 12.4,for the full terms of these Director Options.
Refer to Sections 11.1.3(e) and 12.5 for the full terms of these Performance Rights.

Prospectus | TechGen Metals Limited

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01 INVESTMENT OVERVIEW

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01. INVESTMENT OVERVIEW

This Investment Overview section is a summary only and not intended to provide full information for investors intending to apply for Shares offered pursuant to this Prospectus. This Prospectus should be read and considered in full, including the full risk factors set out in Section 5 and the experts’ reports in this Prospectus, before deciding to invest in Shares.

1.1 KEY INFORMATION

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Topic Summary Reference
The Company
Who is issuing TechGen Metals Ltd (ACN 624 721 035) (Proposed ASX Code:TG1) ( Company ). Section 3
this Prospectus?
Who is the The Company is an Australian mineral exploration company incorporated on 28 February 2018. Section 3
Company and The Company is committed to increasing Shareholder wealth through the acquisition,
what does it do? exploration and development of mineral resource projects throughout Australia.
The Company’s The Company has entered into Acquisition Agreements under which the Company has an Sections 3,
Projects and exclusive option to acquire legal and beneficial ownership of several exploration Projects in 6 and 11.1
their location Western Australia.
and the Subject to successful completion of the Acquisition Agreements (and grant of the
Acquisition 5 exploration licences in application), the Company will own 100% legal and beneficial interest
Agreements in 12 mineral exploration licences targeting gold and copper located in Western Australia
(see table below).
The Projects are the El Donna and Ida Valley Projects located in the Yilgarn Craton, the
Harbutt Range and North Nifty Projects located in the Paterson Orogen and the Blue Rock
Valley, Station Creek and Mt Boggola Projects located in the Ashburton Basin. The Projects
are all exploration projects and there are no JORC 2012 compliant Mineral Resources or Ore
Reserves estimated on the Projects.
See Section 11.1 for a summary of the material terms of the Acquisition Agreements.
Mineral District Project ID Project Name Holder Status Area (km2)
Yilgarn Craton E29/1053 Ida Valley Blue Bull Gold Pty Ltd Granted 39
Yilgarn Craton E36/979 Ida Valley Blue Bull Gold Pty Ltd Application 75
Yilgarn Craton E27/610 El Donna TasEx Geological Granted 14
Services Pty Ltd
Paterson Orogen E45/5294 Harbutt Range TasEx Geological Granted 63
Services Pty Ltd
Paterson Orogen E45/5439 Harbutt Range Blue Ribbon Mines Pty Granted 313
Ltd
Paterson Orogen E45/5506 North Nifty TasEx Geological Application 31
Services Pty Ltd
Paterson Orogen E45/5511 North Nifty TasEx Geological Application 16
Services Pty Ltd
Ashburton Basin E08/2946 Station Creek Blue Ribbon Granted 54
Mines Pty Ltd
Ashburton Basin E08/3030 Blue Rock Valley Blue Rock Valley Pty Ltd Granted 101
Ashburton Basin E08/3276 Blue Rock Valley TechGen Metals Ltd Application 101
Ashburton Basin E08/2996 Mt Boggola TasEx Geological Granted 63
Services Pty Ltd
Ashburton Basin E08/3269 Mt Boggola TechGen Metals Ltd Application 116
A summary of the key information in relation to each of the Projects is set out in Section
3. In addition, more detailed information about the geology, background and proposed
expenditure for each of the Projects is set out in the Independent Geologist’s Report in
Section 6. For information about the legal nature and status of the Projects, refer to the Legal
Report on the Projects in Section 7. The budget for exploration of each of the Projects is set
out in Section 3.8.
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01. INVESTMENT OVERVIEW
Topic Summary Reference
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Topic	Summary	Reference

Who are the Vendors and what is the consideration payable under the Acquisition A?	Ashley Hood, Blue Ribbon and Tasex Geological Services (ACN 129 133 615) (TasEx) are the Vendors under the Acquisition Agreements. The Vendors’ relationship to the Company is as follows: (a) Ashley Hood is the Managing Director of the Company; (b) Blue Ribbon is an entity which Ashley Hood has an interest as a director and shareholder; and	Section 11.1
greements	(c) TasEx is an entity which Andrew Jones, an Executive Director of the Company, has an interest as a director and shareholder. On this basis, all consideration, negotiation and determination by the Company of the terms of the Acquisition Agreements and the value of the Consideration was undertaken by the remaining Directors of the Company, Maja McGuire and Rick Govender, who do not have an interest in the Vendors. The Company has agreed to provide the following total consideration to the Vendors: (a) 2,375,000 Shares to be issued to Ashley Hood (and/or his nominee/s); (b) 1,125,000 Shares be issued to Blue Ribbon (and/or its nominee/s); (c) 2,975,000 Shares to be issued to TasEx, (Consideration Shares); and (d) 1,594,642 Performance Rights to be issued to Ashley Hood (and/or his nominee/s); (e) 755,358 Performance Rights to be issued to Blue Ribbon (and/or its nominee/s); (f) 2,350,000 Performance Rights to be issued to TasEx, having the terms set out in Section 12.5 (Performance Rights), (collectively, theConsideration Securities). The Vendors will also receive a 2% net revenue royalty in respect of all minerals produced from the area of the relevant tenements (Royalty).
Overview of the Company’s Business Model and Strategy	The Company aims to build a proftable mining and exploration business and build shareholder wealth by acquiring, exploring, evaluating and developing its mineral resource projects. Following listing on the ASX, the Company aims to use the funds raised through this Prospectus to systematically explore its gold and gold-copper projects located in the Yilgarn Craton (El Donna & Ida Valley Projects), Ashburton Basin (Blue Rock Valley, Station Creek & Mt Boggola Projects) and Paterson Orogen (Harbutt Range & North Nifty) of Western Australia. The Company has planned exploration programmes for each of the Projects (see Section 3.8) and has already booked a number of key feld surveys in order to commence exploration activities immediately post listing. These booked activities include RC drilling at both the El Donna and Ida Valley Projects in the Yilgarn Craton and an airborne VTEM-Max geophysical survey at the Blue Rock Valley, Station Creek and Mt Boggola Projects in the Ashburton Basin. The Company will also implement a growth strategy by continuing to evaluate new project acquisition opportunities, both by tenement application and commercial acquisitions, to maintain a pipeline of projects which complement the Company’s existing focus. The Company confrms that it is not currently considering other acquisitions and that any future acquisitions are likely to be in the mineral resource sector.	Section 3.3

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01. INVESTMENT OVERVIEW
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What are the key terms of the Offer and why is it being conducted?	The Offer is for a minimum of 25,000,000 Shares and a maximum of 30,000,000 Shares, at an issue price of $0.20 per Share to raise between $5,000,000 and $6,000,000 (before costs). The principal purposes of the Offer are to: (a) implement the business model and objectives of the Company (as set out in Section 3.3); b d fd f h S 38	Section 2.1 and 2.7
	() provie uning or te purposes set out in ection .; (c) meet the expenses of the Offer (as set out in Section 12.8); (d) provide for general administration and working capital needs; (e) enhance the public and fnancial profle of the Company to facilitate its growth; (f) continue to provide the Company with access to equity capital markets for future funding needs; and (g) meet the requirements of the ASX and satisfyChapters 1 and 2 of the ASX ListingRules.
What is the Minimum Subscription?	The minimum subscription requirement for the Offer is $5,000,000 representing the subscription of 25,000,000 Shares, at an issue price of $0.20 per Share.	Section 2.2
What is the Maximum Subscription?	The maximum subscription requirement for the Offer is $6,000,000 representing the subscription of 30,000,000 Shares, at an issue price of $0.20 per Share.	Section 2.1
How does the Company intend to use the funds raised from the Offer?	It is intended that the funds raised from the Offer will be applied in accordance with the table set out in Section 2.9. The Board is satisfed that upon completion of the Offer, the Company will have adequate working capital to meet its stated objectives.	Section 2.9
Is the Offer underwritten?	The Offer is not underwritten.	Section 2.5
Who are the co-lead managers to the Public Offer?	The Company has appointed Novus Capital Limited (ACN 006 711 995) (Novus Capital) as lead manager to the Offer. Novus Capital, with the Company’s consent, has entered into a sub-mandate with Vert Capital Pty Ltd (ACN 635 566 424) (Vert Capital) for co-lead management services. The terms and conditions of the Novus Capital Mandate are set out in Section 11.2. The terms and conditions of the Vert Capital sub-mandate are set out in Section 11.2.	Section 11.2
What are the conditions to the Offer?	The Offer is conditional upon the following events occurring: (a) the Company receiving suffcient Applications to meet the Minimum Subscription under the Offer (see Section 2.2 for further information); and (b) the Company receiving in principle approval from the ASX for the admission of the Company’s Securities to the Offcial List of ASX on conditions reasonably acceptable to the Company. There is a risk that the Conditions will not be achieved. In the event the Conditions are not achieved, the Company will not proceed with the Offer and will repay all Application Monies received without interest in accordance with the Corporations Act.	Section 2.4
What will the Company’s capital structure look like after the completion of the Offer?	Refer to Section 3.9 for a pro-form capital structure following completion of the Offer.	Section 3.9

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Topic	Summary	Reference

Will any Securities be subject to escrow?	Subject to the Company being admitted to the Offcial List, certain Securities on issue prior to the Offer (including Securities issued to the Vendors and Novus Capital) will be classifed by ASX as restricted Securities and will be required to be held in escrow for up to 24 months from the date of Offcial Quotation. During the period in which these Securities are prohibited from being transferred, trading in Shares may be less liquid which may impact on the ability of a Shareholder to dispose of his or her Shares in a timely manner.	Section 3.11
	The Company will seek to enter into restriction deeds and issue restriction notices (as applicable) in respect of all Securities classifed by ASX as restricted Securities in accordance with Chapter 9 of the ASX Listing Rules. The Company will announce to the ASX full details (quantity and duration) of the Securities required to be held in escrow prior to the Shares commencing trading on ASX. A restriction period of 24 months from the date of Offcial Quotation will apply to: • the Shares and Performance Rights being issued to the Vendors under the Acquisition Agreements; • the Shares being issued to Novus Capital under the Novus Capital Mandate; and • the Director Options being issued to the Directors. The anticipated free foat of the Company’s Shares at the time of listing is approximately 53% at the Minimum Subscription and 57% at the Maximum Subscription.
What are the key dates of the Offer?	The key dates of the Offer are set out in the indicative timetable on page 5 of this Prospectus.	Page 5
What are the rights and liabilities attached to the Shares being offered?	The key rights and liabilities attached to the Shares are set out in Section 12.1.	Section 12.1
What are the key advantages of investing in the Company?	The Directors are of the view that investing in the Company offers the following non- exhaustive list of benefts: (a) Following close of the Offer, the Company will be well positioned to generate Shareholder value by carrying out its business plan to fund exploration and develop the Projects. (b) Gold and Copper are important commodities in the world and high in demand with copper continuing to increase consumption with increasing demand for batteries and electric vehicles. (c) The Company has a well-defned strategy, with a targeted short and medium term exploration program focused on exploring the Projects and potentially making acquisitions of, or investments in, assets that will complement the existing assets of the Company. (d) The Company has an experienced board and management team, with a broad range of exploration, development, management, commercial and technical skills in the resources industry.	Section 3
What are the Company’s key strengths & highlights?	Our technical team, consisting of the Company’s Directors and consultants, have expert knowledge of the mechanisms of orebody formation and distribution within a wide range of geological and tectonic settings. The exploration services provided by our team include targeting through feld mapping, geochemistry, structural interpretation and the most up to date use and interpretation of high- powered geophysics systems and modelling software. Our Company’s Projects are also located in three highly prospective mineral provinces within Western Australia (Paterson Orogen, Yilgarn Craton & Ashburton Basin).	Section 3

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Topic	Summary	Reference

What are the key risks?	You should consider the key risks when deciding whether to invest in Company’s Shares. You should be aware that an investment in the Company’s Shares should be considered a highly speculative investment. Some of the risks set out in this Prospectus are beyond the Company’s control and those risks may have a material adverse impact on the Company and on the Company’s our fnancial performance and position. Set out below is a summary of key risks which apply to an investment in the Company.	Section 5
	These risks include a variety of Company specifc and general risks, including, but not limited to: (a) (Acquisition Risks): The Company has been granted options to acquire the Projects (either directly or through the acquisition of shares in the entities holding the relevant tenements) pursuant to the Acquisition Agreements (Refer to Section 11.1). There is a risk that conditions for completion of the acquisitions cannot be fulflled and, in turn, that completion of the acquisitions will not occur. If the acquisitions are not completed, the Company would have incurred signifcant costs without any material beneft to Shareholders. (b) (Limited History): The Company has limited operating history and limited historical fnancial performance. No assurance can be given that the Company will establish a resource or reserve in accordance with the JORC Code. Until the Company is able to realise value from the Projects, it is likely to incur ongoing operating losses. (c) (Going Concern): The Company’s annual fnancial report for the half year ended 31 December 2020 includes a note on the fnancial condition of the Company and the existence of a material uncertainty about the Company’s ability to continue as a going concern. As disclosed in the fnancial statements for the half year ended 31 December 2020, the Company incurred an operating loss after tax of $109,327 (2019: $6,371). These conditions indicate the existence of a material uncertainty that may cast signifcant doubt about the Company’s ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the successful completion of the Offer. The Directors have determined that the Offer funds will be suffcient to allow for the exploration and evaluation activities in accordance with its current plans and to provide the necessary working capital to meet its commitments for a period of at least 24 months from the date from the Offer. The Company may also look to complete future equity offerings in order to raise additional capital as the business progresses. (d) (Reliance on Key Personnel): The Company’s operational success will depend substantially on the continuing efforts of senior executives. The loss of services of one or more senior executives may have an adverse effect on the Company’s operations. Furthermore, if the Company is unable to attract, train and retain key individuals and other highly skilled employees and consultants, its business may be adversely affected. (e) (Exploration Risks): Potential investors should understand that mineral exploration and development are high-risk undertakings. There can be no assurance that exploration of the Projects, or any other tenements that may be acquired in the future, will result in the discovery of an economic ore deposit. Even if an apparently viable deposit is identifed, there is no guarantee that it can be economically exploited. The future exploration activities of the Company may be affected by a range of factors including geological conditions, limitations on activities due to seasonal weather patterns, unanticipated operational and technical diffculties, 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 suffcient development capital, being able to maintain title to its Projects and obtaining all required approvals for its activities. In the event that exploration programmes prove to be unsuccessful this could lead to a diminution in the value of the Projects, a reduction in the cash reserves of the Company and possible relinquishment of the Projects. The exploration costs of the Company are based on certain assumptions with respect to the method and timing of exploration. By their nature, these estimates and assumptions are subject to signifcant uncertainties and, accordingly, the actual costs may materially differ from these estimates and assumptions. Accordingly, no assurance can be given that the cost estimates and the underlying assumptions will be realised in practice, which may materially and adversely affect the Company’s viability.

Prospectus | TechGen Metals Limited

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01. INVESTMENT OVERVIEW
Topic Summary Reference
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(f) ( Tenure, access and grant of applications ): Mining and exploration tenements are subject to periodic renewal. There is no guarantee that current or future tenements and/ or applications for tenements will be approved. As at the date of this Prospectus, 5 of the Company’s 12 tenements are still in an application phase. While the Company anticipates that the tenements in application will be granted, there is no guarantee that the pending tenement applications, or any future tenement applications, will be approved. Tenements are subject to the applicable mining acts and regulations in Western Australia. The renewal of the term of a granted tenement is also subject to the discretion of the relevant Minister. Renewal conditions may include increased expenditure and work commitments or compulsory relinquishment of areas of the tenements 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 Company considers the likelihood of tenure forfeiture to be low given the laws and regulations governing exploration in Western Australia and the ongoing expenditure budgeted for by the Company. However the consequence of forfeiture or involuntary surrender of a granted tenements for reasons beyond the control of the Company could be significant. (g) ( Tenement Access (Native Title and Aboriginal Heritage) ): The effect of present laws in respect of native title that apply in Australia is that mining tenements (including applications for mining tenements) may be affected by native tile claims or procedures, which may prevent or delay the granting of mining tenements, or affect the ability of the Company to explore and develop the mining tenements. The Company’s tenements may be subject to native title claims. If so, before carrying out exploration activity on these tenements, the Company must notify the claimant group of the details of such exploration and give the claimant group the right to carry out a heritage survey over the land to determine if any sites or objects of significance exist. The Company must meet all of the claimant group’s costs in carrying out such survey. The Company may also be required to follow the standard procedures set out in any applicable Indigenous Land Use Agreements to ensure site or objects of significance to aboriginal people are identified before carrying out any ground disturbing works. The Company might experience delays and cost overruns in the event it is unable to access the land required for its operations for these reasons. (h) ( Commodity Price Volatility and Exchange Rate Risk ): If the Company achieves success leading to mineral production, the revenue it will derive through the sale exposes the potential income of the Company to commodity price and exchange rate risks. Commodity prices fluctuate and are affected by many factors beyond the control of the Company. Such factors include supply and demand fluctuations for precious and base metals, technological advancements, forward selling activities and other macro-economic factors. Furthermore, international prices of various commodities are denominated in United States dollars, whereas the income and expenditure of the Company 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. (i) ( Additional Requirements for Capital ): The Company’s capital requirements depend on numerous factors. Depending on the Company’s ability to maintain its funds and/or generate income from its operations, the Company may require further financing in the future. Any additional equity financing will dilute shareholdings, and debt financing, if available, may involve restrictions on financing and operating activities. If the Company is unable to obtain additional financing as needed, it may be required to reduce the scope of its operations and scale back exploration expenditure as the case may be. (j) ( COVID-19 risk ): The outbreak of the coronavirus disease ( COVID-19 ) is impacting global economic markets. The nature and extent of the effect of the outbreak on the performance of the Company remains unknown. The Company’s Share price may be adversely affected in the short to medium term by the economic uncertainty caused by COVID-19. Further, any governmental or industry measures taken in response to COVID-19 may adversely impact the Company’s operations and are likely to be beyond the control of the Company. The Directors are monitoring the situation closely and have considered the impact of COVID-19 on the Company’s business and financial performance. However, the situation is continually evolving, and the consequences are therefore inevitably uncertain. This list is only a summary and is not exhaustive, the prospective Applicants should refer to additional risk factors in Section 5 of this Prospectus before deciding to apply for Shares under the Prospectus.

Prospectus | TechGen Metals Limited

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01. INVESTMENT OVERVIEW
Topic Summary Reference
Directors, Related Party Interests and Substantial Holders
Board and The Directors of the Company comprise of: Section 9
Management • Maja McGuire (Non- Executive Chair);
• Ashley Hood (Managing Director);
• Andrew Jones (Executive Director); and
• Sathiaseelan (Rick) Govender (Non-Executive Director/Chief Financial Officer).
Refer to Section 9 for details of the experience and qualifications of the Directors.
What The below table sets out the proposed remuneration to be paid to the Directors. Other Section
remuneration than as set out below, the Company has not paid the Directors any other remuneration since 9.3.3
is being paid to incorporation.
the Directors?
Director Cash remuneration (excluding statutory superannuation) [1]
Mr Hood $180,000 per annum [3]
Mr Jones $120,000 per annum [3]
Ms McGuire $55,000 per annum [3]
Mr Govender [2] $45,000 per annum [3]
Notes:
1. Refer to the terms of the executive service agreements and letters of appointment set out in Sections 11.3-11.6.
2. Mr Govender is also engaged as the Company Secretary and Chief Financial Officer. Mr Govender will receive $1,250
per day, with not less than four (4) days per calendar month being dedicated by Mr Govender to the Company.
This equates to a minimum fee of $55,000 per annum, plus superannuation for Company Secretarial & Chief Financial
Officer services. Refer to Section 11.7 for further details of the Mr Govender’s Consulting Agreement for Company
Secretarial & Chief Financial Officer services.
3. The Directors have also been issued the Director Options as part of their reasonable remuneration for future services
to be provided to the Company. Refer to Section 12.4 for the terms of these Director Options.
Remuneration for pre-IPO services
Ms McGuire has received a total of $18,970 in respect of consulting services provided to the
Company for the period from 1 July 2020 to the date of this Prospectus (via her consulting
firm McGuire Consulting (ABN 56 443 094 074)) relating to the preparation of the Offer and
this Prospectus.
Mr Govender has received a total of $2,000 in respect of consulting services provided to the
Company for the period from 1 July 2020 to the date of this Prospectus (via his consulting
firm K & R Security Investments Pty Ltd ABN 53 140 577 555 T/A Strategic Management
Consultants) relating to the preparation of the Offer and this Prospectus
What interests The Directors and their related entities have the following interests in Securities as at the date Section
do the Directors of this Prospectus: 9.3.2
have in the
Securities of the Director Shares [1] Options [2] Performance Rights [3]
Company? Mr Ashley Hood 3,500,000 2,667,667 2,350,000
Mr Andrew Jones 2,975,000 2,500,000 2,350,000
Ms Maja McGuire 0 2,500,000 0
Mr Rick Govender 0 2,500,000 0
1. Shares issued (to Directors or their associated entities) as consideration pursuant to the Acquisition Agreements.
2. Ashley Hood and Andrew Jones will each receive 2,500,000 Director Options as part of their executive service
agreements under the Company’s Incentive Plan. Maja McGuire and Rick Govender will also each receive 2,500,000
Director Options pursuant to their non-executive letters of appointment under the Company’s Incentive Plan.
The Director Options will be issued as reasonable remuneration for future services to be provided to the Company
and will assist in ensuring that the interests of all Directors are aligned with those of Shareholders. Refer to Section
12.4, for the full terms of these Director Options. Mr Hood has also received 167,667 Restructure Options which were
issued following a selective capital reduction of the Company’s Shares in November 2020.
3. Performance Rights are being issued (to Mr Hood and Mr Jones or their associated entities) as consideration pursuant
to the Acquisition Agreements and are not ordinary course of business remuneration Securities.
At the date of this Prospectus, the Directors do not intend to participate in the Offer.
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Prospectus | TechGen Metals Limited

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01. INVESTMENT OVERVIEW
Topic Summary Reference
Who will be Refer to Section 3.10 for details regarding the Shareholders who are expected to hold 5% or Section
the substantial more of the total number of Shares on issue at listing (based on information known at the date 3.10
holders of the of this Prospectus).
Company?
What important The Company has entered into: Sections
contracts has (a) Acquisition Agreements with Mr Ashley Hood and Mr Andrew Jones (either directly or 9.4 and 11
the Company through their associated entities) to acquire legal and beneficial ownership of the Projects
entered into which will be acquired by way of either share sale or direct asset sale. Refer to Section 11.1
with related for further details;
parties?
(b) executive service agreements or letters of appointment with each of its Directors;
(c) a consultancy agreement with Mr Govender (in his capacity as Company Secretary and
Chief Financial Officer of the Company); and
(d) deeds of indemnity, insurance and access with each of its Directors on standard terms.
For further details of the material contracts to which the Company is party to, please refer to
Section 11.
Advisor Interests
What benefits The Company has entered into a mandate with Novus Capital Limited dated 24 August 2020 Sections
are being paid to provide corporate advisory services and to act as lead manager in respect of the Offer 2.6.1, 11.2
to the Co-Lead ( Novus Capital Mandate ). and 12.7
Managers The Company will pay Novus Capital the below fees in respect of the Offer:
and to other
advisors? Fee Type Description Monthly Total Note
(excluding GST) (excluding GST)
IPO
Monthly Advisory From October 2020 to February 2021 $4,375 $21,875 1
and Work Fee
Sponsoring Broker Fee In respect of providing due diligence $15,000
sign off, services as sponsoring
broker during the Offer Period and
management of the Offer Period
Success Fees: Capital Raising
Management Fee 1% of all capital raised in the transaction $50,000 2
Placement Fee 5% of all capital raised in the transaction $250,000 3
Success Fees: Completion
Admission to ASX & Success Fee upon Official Quotation - $75,000 4
Share allocation 50% cash, 50% Shares (at 20 cents per
Share)
Total Fees (based on Minimum Subscription of $5m) $411,875 5
POST IPO
Monthly Corporate Post listing support, investor relations, $6,250 $37,500 6
Advisory and Work Fee and market advice for a period of
6 months
Notes
1. Monthly advisory fee for the pre-IPO period of 5 months. Includes advisory fees and covers the set up and initial design
of the program, initial due diligence, interviews with Directors/Management and advice on market considerations.
2. Assumes Minimum Raise. Management fee is payable on all funds raised under the Offer.
3. Assumes Minimum Raise. Placement Fee is payable on all funds raised under the Offer. Novus is responsible for
payment of any fees to third party financial services licensees from this Placement Fee (including to Vert Capital under
the Sub-Mandate in Section 11.2).
4. The Success Fee is payable on the Company obtaining Official Quotation. 50% of the Success Fee will be paid in cash
($37,500), and 50% paid in Shares (a total of 187,500 shares will be issued at 20 cents per Share).
5. Based on the Minimum Subscription of $5 million. Based on the Maximum Subscription, the total Lead Manager fees
will be $471,875.
6. The post quotation advisory services extends for a minimum period of 6 months (up to a maximum of 12 months).
The table above is based on a minimum period of 6 months.
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Prospectus | TechGen Metals Limited

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01. INVESTMENT OVERVIEW
Topic Summary Reference
Refer to Section 11.2 for the key terms of the Novus Capital Mandate including the fees.
Novus Capital has entered into a sub-mandate agreement with Vert Capital Pty Ltd ( Vert Capital )
dated 3 February 2021 for Vert Capital to provide co-lead manager services ( Sub-Mandate
Agreement ). Novus will pay Vert Capital all fees under the Sub-Mandate (being a capital raising
fee of 5% of the capital raised by Vert Capital in respect of the Offer). The Novus Capital fees set
out in the Novus Capital mandate will not increase as a result of the Sub-Mandate.
Also refer to Section 12.7 which details the fees to be paid to other advisors.
What are As at the date of this Prospectus, Novus Capital and its associates have a relevant interest in Section
the Co-Lead 777,619 Shares (a percentage shareholding of 1.64% (assuming the Minimum Subscription)). 2.6.2
Managers’ Novus Capital will also receive a total of 187,500 Shares upon Admission of the Company to the
interests in the Official List comprising part of Novus Capital’s success fee (as set out in the above table). Novus
Securities of will have a percentage holding of 2.03% post Admission.
the Company? As at the date of this Prospectus, Vert Capital and its associates have a relevant interest in
366,667 Shares (a percentage shareholding 0.77% (assuming a Minimum Subscription)).
Based on the information available to the Company as at the date of this Prospectus
regarding the intentions of Novus Capital and Vert Capital and their associates in relation to
the Offer assuming:
(a) only the Minimum Subscription is achieved under the Offer; and
(b) neither Novus Capital or Vert Capital, nor their associates, take up Shares under the Offer,
Novus Capital and its associates will have a relevant interest of 965,119 Shares (a percentage
shareholding of 2.03% based on the Minimum Subscription) on Admission and Vert Capital
and its associates will have a relevant interest of 366,667 Shares (a percentage shareholding
of 0.77% based on the Minimum Subscription) on Admission.
Co-Lead Manager’s participation in previous placements
Other than as detailed below, the Co-Lead Managers have not participated in a placement of
Securities by the Company in the 2 years preceding lodgement of this Prospectus.
The Co-Lead Managers (and their associates) have been issued with the following Shares:
Placement Round Shares Consideration Date issued
Novus Capital
Seed Raising 777,619 Nil September 2020
Vert Capital
Seed Raising 366,667 Nil September 2020
Financial Information
What is the A summary of the financial position of the Company is set out in Section 4 and in the Section 4
financial Investigating Accountant’s Report in Section 8. and
position of the Section 8.
Company?
Additional Information
How do I apply Applications for Shares under the Offer must be made using the Application Form and in Section
for Shares under accordance with the instructions set out in Section 2.10. 2.10
the Offer?
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01. INVESTMENT OVERVIEW
Topic Summary Reference
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Topic	Summary	Reference

What is the allocation policy?	The Board, in conjunction with the Co-Lead Managers, retain an absolute discretion to allocate Shares under the Offer and reserves the right, in its absolute discretion, to issue to an Applicant a lesser number of Shares than the number for which the Applicant applies or to reject an Application Form. If the number of Shares issued is fewer than the number applied for, or where no issue is made, surplus application money will be refunded without interest as soon as practicable.	Section 2.11
	No Applicant under the Offer has any assurance of being allocated all or any Shares applied for. The allocation of Shares by Directors will be infuenced by the following factors: (a) the number of Shares applied for; (b) the overall level of demand for the Offer; (c) the desire for spread of investors, including institutional investors; and (d) the desire for an informed and active market for trading Shares following completion of the Offer. The Company will not be liable to any person not allocated Shares or not allocated the full amount applied for.
What is the minimum investment size of the Offer?	Applications for Shares must be for a minimum of 10,000 Shares and thereafter in multiples of 1,000 Shares and payment for the Shares must be made in full at the issue price of $0.20 per Share.	Section 2.10
What are the total expenses of the Offer	The expenses of the Offer (excluding GST) are approximately $728,777 for the Minimum Subscription and $792,038 for the Maximum Subscription. For further details regarding the expenses of the Offer please refer to Section 12.8.	Section 12.8
What are the corporate governance principles and policies of the Company?	To the extent applicable, the Company has adopted The Corporate Governance Principles and Recommendations (4th Edition) as published by ASX Corporate Governance Council (Recommendations). The Companies main corporate governance policies and practices and the Company’s compliance and departures from the Recommendations as at the date of this Prospectus are outlined in Section 10. In addition the Company’s full Corporate Governance Plan is available from the Company’s website (www.techgenmetals.com.au).	Section 10
Will the Shares be quoted on the ASX?	Application for quotation of all Shares to be issued under the Offer will be made to the ASX no later than 7 days after the date of this Prospectus. The rights attaching to the Shares under the Offer are set out in Section 12.1.	Sections 2.12 and 12.1
What are the tax implications of investing in the Shares?	The acquisition and disposal of Shares will have tax consequences, which will differ depending on the individual fnancial affairs of each investor. All potential investors in the Company are urged to obtain independent fnancial advice about the consequences of acquiring Shares from a taxation viewpoint and generally. To the maximum extent permitted by law, the Company, its offcers and each of their respective advisors accept no liability and responsibility with respect to the taxation consequences of subscribing for Shares under this Prospectus.	Section 2.18
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.	Section 3.12

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01. INVESTMENT OVERVIEW
Topic Summary Reference
Company Should you have any queries with respect to the Company or this Prospectus, you can contact Corporate
contact Novus Capital Limited or the Company’s share registry, Automic Pty Ltd. Directory
Contact details:
Novus Capital Limited
Gavan Farley – Director Corporate Advisory
Phone: +61 2 9375 0114 or +61 420 520 300
[email protected]
Automic Pty Ltd
Level 5, 126 Phillip Street
Sydney NSW 2000
Phone: 1300 288 664 (within Australia)
Phone: +61 2 9698 5414 (international)
Fax: +61 2 8583 3040
Email: [email protected]
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Note: This information is a selective overview only. Prospective investors should read the Prospectus in full, including the experts’ reports in this Prospectus before deciding to invest in Securities.

Prospectus | TechGen Metals Limited

02 DETAILS OF THE OFFER

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02. DETAILS OF THE OFFER

2.1 THE OFFER

Pursuant to this Prospectus, the Company invites applications for a minimum of 25,000,000 Shares and a maximum of 30,000,000 Shares, at an issue price of $0.20 per Share to raise between $5,000,000 and $6,000,000 (before costs).

The Offer is open to the general public however investors who are not Australian residents should consider the statements and restrictions set out in Sections 2.14 and 2.15 before applying for Shares.

The Shares to be issued under the Offer are of the same class and will rank equally in all respects with existing Shares on issue. A summary of the rights and liabilities attaching to Shares can be found in Section 12.1.

Applications for Shares must be made on the 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 2.10 and the Application Form for further details and instructions.

It is intended that the funds raised from the Offer will be applied in accordance with the table set out in Section 2.9.

The Company believes that, following completion of the Offers, the Company will have sufficient working capital to achieve its objectives as set out in this Prospectus.

All Application Monies are payable in full on Application.

2.2 MINIMUM SUBSCRIPTION

The minimum total subscription under the Offer is $5,000,000 ( Minimum Subscription ). None of the Shares offered by this Prospectus will be issued if Applications are not received for the Minimum Subscription. Should Applications for the Minimum Subscription not be received within 4 months from the date of this Prospectus, 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 Application Monies will be repaid (without interest).

2.3 OVERSUBSCRIPTIONS

No oversubscriptions will be accepted by the Company.

2.4 CONDITIONS OF THE OFFER

The Offer is conditional upon:

(a) the Company receiving sufficient Applications to meet the Minimum Subscription under the Offer (see Section 2.2 for further information); and

(b) the Company receiving in principle approval from the ASX for the admission of the Company’s Shares to the Official List of ASX on conditions reasonably acceptable to the Company,

(together, the Conditions ).

There is a risk that the Conditions will not be achieved. In the event the Conditions are not achieved, the Company will not proceed with the Offer and will repay all Application Monies received without interest in accordance with the Corporations Act.

2.5 NOT UNDERWRITTEN

The Offer is not underwritten.

2.6 CO-LEAD MANAGERS

The Company has entered a lead manager mandate with Novus Capital Limited (ACN 006 711 995) ( Novus Capital ) dated 24 August 2020 ( Novus Capital Mandate ).

The terms of the Novus Capital Mandate, including the fees that Novus Capital will receive are set out in Section 11.2.

Novus Capital has entered into a sub-mandate with Vert Capital Pty Ltd (ACN 635 566 424) ( Vert Capital ) for co-lead management services dated 3 February 2021 ( Sub-Mandate Agreement ).

Prospectus | TechGen Metals Limited

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02. DETAILS OF THE OFFER

2.6.1 Fees payable to Co-Lead Managers

The Company will pay the following fees to Novus Capital:

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Fee Type Description Monthly Total Note
(excluding GST) (excluding GST)
IPO
Monthly Advisory From October 2020 to February 2021 $4,375 $21,875 1
and Work Fee
Sponsoring Broker Fee In respect of providing due diligence sign off, $15,000
services as sponsoring broker during the Offer
Period and management of the Offer Period
Success Fees: Capital Raising
Management Fee 1% of all capital raised in the transaction $50,000 2
Placement Fee 5% of all capital raised in the transaction $250,000 3
Success Fees: Completion
Admission to ASX & Success Fee upon Official Quotation - $75,000 4
Share allocation 50% cash, 50% Shares (at 20 cents per Share)
Total Fees (based on Minimum Subscription of $5m) $411,875 5
POST IPO
Monthly Corporate Advisory Post listing support, investor relations, and $6,250 $37,500 6
and Work Fee market advice for a period of 6 months
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Notes:

Monthly advisory fee for the pre-IPO period of 5 months. Includes advisory fees and covers the set up and initial design of the program, initial due diligence, interviews with Directors/Management and advice on market considerations.
Assumes Minimum Subscription. Management fee is payable on all funds raised under the Offer.
Assumes Minimum Subscription. Placement Fee is payable on all funds raised under the Offer. Novus is responsible for payment of any fees to third party financial services licensees from this Placement Fee (including to Vert Capital under the Sub-Mandate in Section 11.2).
The Success Fee is payable on the Company obtaining Official Quotation. 50% of the Success Fee will be paid in cash ($37,500) and 50% paid in Shares (a total of 187,500 Shares will be issued at 20 cents per Share).
Based on the Minimum Subscription of $5 million. Based on Maximum Subscription, the total fees will be $471,875.
The post quotation advisory services extends for a minimum period of 6 months (up to a maximum of 12 months). The table above is based on a minimum period of 6 months.

The Company is not a party to the Sub-Mandate Agreement with Vert Capital and is not responsible for the payment of any fees to Vert Capital. Any fees payable to Vert Capital will be paid by Novus Capital out of the Placement Fee.

2.6.2 Co-Lead Manager’s interests in Securities

As at the date of this Prospectus, Novus Capital and its associates have a relevant interest in 777,619 Shares (a percentage shareholding of 1.64% (assuming the Minimum Subscription)). Novus Capital will also receive a total of 187,500 Shares upon Admission of the Company to the Official List comprising part of Novus Capital’s success fee (as set out in the above table). Novus will have a percentage holding of 2.03% post Admission.

As at the date of this Prospectus, Vert Capital and its associates have a relevant interest in 366,667 Shares (a percentage shareholding 0.77% (assuming a Minimum Subscription)).

Based on the information available to the Company as at the date of this Prospectus regarding the intentions of Novus Capital and Vert Capital and their associates in relation to the Offer assuming:

(a) only the Minimum Subscription is achieved under the Offer; and
(b) neither Novus Capital or Vert Capital, nor their associates, take up Shares under the Offer,

Novus Capital and its associates will have a relevant interest of 965,119 Shares (a percentage shareholding of 2.03% based on the Minimum Subscription) on Admission and Vert Capital and its associates will have a relevant interest of 366,667 Shares (a percentage shareholding of 0.77% based on the Minimum Subscription) on Admission.

Prospectus | TechGen Metals Limited

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02. DETAILS OF THE OFFER

Co-Lead Manager’s participation in previous placements

Other than as detailed below, the Co-Lead Managers have not participated in a placement of Securities by the Company in the 2 years preceding lodgement of this Prospectus.

The Co-Lead Managers (and their associates) have been issued with the following Shares:

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Placement Round Shares Consideration Date issued
Novus Capital
Seed Raising 777,619 Nil September 2020
Vert Capital
Seed Raising 366,667 Nil September 2020
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2.7 PURPOSE OF THE OFFER

The principal purposes of the Offer are to:

(a) implement the business model and objectives of the Company (as set out in Section 3.3);

(b) provide funding for the purposes set out in Section 3.8;

(d) provide for general administration and working capital needs;

(e) enhance the public and financial profile of the Company to facilitate its growth;

(f) continue to provide the Company with access to equity capital markets for future funding needs; and

(g) meet the requirements of the ASX and satisfy Chapters 1 and 2 of the ASX Listing Rules.

2.8 OFFER PERIOD

The proposed opening date for acceptance of the Offer will be 25 February 2021 or such later date as may be prescribed by ASIC.

The Offer is expected to remain open until 5:00pm (AEST) on 25 March 2021. However, the Company reserves the right to extend the Offer or to close the Offer early.

2.9 INDICATIVE USE OF FUNDS

The Company intends to allocate the funds raised under the Offer on:

(a) exploration expenditure;

(b) field support costs, geochemical testing and Project studies and Project maintenance costs; and

Prospectus | TechGen Metals Limited

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02. DETAILS OF THE OFFER
Funds Available Minimum Subscription Maximum Subscription ($6m)
($5m)
Year 1 Year 2 Year 1 Year 2
Cash reserve 232,508 2,335,648 232,508 3,106,360
Funds raised from the Offer. 5,000,000 6,000,000
Total 5,232,508 2,335,648 6,232,508 3,106,360
Allocation of funds
-
Expenses of the Offer 316,902 [3] 320,163 [4 ]
-
Novus Capital Fee 411,875 [3] 471,875 [4]
Exploration Expenditure [1] 1,245,000 1,213,750 1,369,500 1,724,000
Field Support Costs 57,500 71,875 71,875 89,844
Geochemical testing and Project studies 76,050 75,713 95,063 94,641
Project Maintenance Costs 32,563 32,141 40,703 40,176
Directors Fees 438,000 438,000 438,000 438,000
Working Capital [2] 318,970 318,970 318,970 318,970
Total 2,896,860 2,150,448 3,126,148 2,705,630
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Notes:

Refer to the Project expenditure table set out in Section 3.8.
Working Capital costs include the general costs associated with the management and operation of the business including administrative overheads, rent, other costs associated with public company compliance and also surplus funds. The Directors will allocate surplus funds at their discretion in the event the Company raises more than the Minimum Subscription.
Both these items combined together equate to $728,777 being the total amount shown in the expenses of the offer table in Section 12.8.
Both these items combined together equate to $792,038 being the total amount shown in the expenses of the offer table in Section 12.8.

On completion of the Offer, the Board believes the Company will have sufficient working capital to achieve these objectives.

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

2.10 APPLICATIONS

Applications for Shares under the Offer must be made using the Application Form.

Applications for Shares must be for a minimum of 10,000 Shares and thereafter in multiples of 1,000 Shares and payment for the Shares must be made in full at the issue price of $0.20 per Share.

A completed Application Form together with a cheque or payment by BPAY® or Electronic Funds Transfer ( EFT ) is an offer by the Applicant to the Company to apply for the amount of Shares specified in the Application Form on the terms and conditions set out in this Prospectus (including any supplementary or replacement document) and the Application Form. To the extent permitted by law, an Application by an Applicant is irrevocable. The Company reserves the right to decline any Application and all Applications in whole or in part, without giving any reason. Applicants under the Offer whose Applications are not accepted, or who are allocated a lesser number of Shares than the amount applied for, will receive a refund of all or part of their Application Monies, as applicable. Interest will not be paid on any monies refunded. Acceptance of an Application will give rise to a binding contract.

Prospectus | TechGen Metals Limited

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02. DETAILS OF THE OFFER

If payment is by cheque , cheques must be made payable to “TechGen Metals Limited– Share Offer Account” and crossed “Not Negotiable”.

All Application Monies will be paid into a trust account.

Payments by cheque will be deemed to have been made when the cheque is honoured by the bank on which it is drawn. Accordingly, Applicants should ensure that sufficient funds are held in the relevant account(s) to cover your cheque(s). If the amount of your cheque(s) for Application Monies (or the amount for which those cheques clear in time for the allocation) is insufficient to pay for the amount you have applied for in your Application Form, you may be taken to have applied for such lower amount as your cleared Application Monies will pay for (and to have specified that amount in your Application Form) or your Application may be rejected. Completed Application Forms and accompanying cheques must be received by the Company before 5.00pm (AEST) on the Closing Date by being delivered or mailed to the following addresses:

Automic Pty Ltd Level 5, 126 Phillip Street Sydney NSW 2000

If payment is by BPAY® or EFT: Applicants wishing to pay by BPAY® or EFT should complete the online Application Form accompanying the electronic version of this Prospectus which is available at https://investor.automic.com.au/#/ipo/ techgenmetals and follow the instructions on the online Application Form. A unique reference number will be quoted upon completion of the online Application Form. Your BPAY or EFT reference number will process your payment to your Application Form electronically and you will be deemed to have applied for such Shares for which you have paid. You do not need to complete and return a paper Application Form if you pay by BPAY® or EFT. You should be aware that you will only be able to make a payment via BPAY® if you are the holder of an account with an Australian financial institution which supports BPAY® transactions. It is your responsibility to ensure that payments are received by 5.00pm (AEST) on the Closing Date. Your bank, credit union or building society may impose a limit on the amount which you can transact on BPAY® or EFT, and policies with respect to processing BPAY® or EFT transactions may vary between banks, credit unions or building societies. The Company accepts no responsibility for any failure to receive Application Monies or payments by BPAY® before the Closing Date arising as a result of, among other things, processing of payments by financial institutions.

The Company reserves the right to close the Offer early.

2.11 ALLOCATION POLICY

The Board, in conjunction with the Co-Lead Managers, retains an absolute discretion to allocate Shares under the Offer and reserves the right, in its absolute discretion, to issue to an Applicant a lesser number of Shares than the number for which the Applicant applies or to reject an Application Form.

If the number of Shares issued is fewer than the number applied for, or where no issue is made, surplus application money will be refunded without interest as soon as practicable.

No Applicant under the Offer has any assurance of being allocated all or any Shares applied for.

The allocation of Shares by Directors will be influenced by the following factors:

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

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

2.12 ASX LISTING

Application for Official Quotation by ASX of the Shares offered pursuant to this Prospectus will be made within 7 days after the date of this Prospectus.

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

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

Prospectus | TechGen Metals Limited

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02. DETAILS OF THE OFFER

Subject to the Company being admitted to the Official List, certain Shares on issue prior to the Offer will be classified by ASX as restricted Securities and will be required to be held in escrow for up to 24 months from the date of Official Quotation. None of the Shares issued under the Offer will be subject to escrow under the ASX Listing Rules. Further details are set out in Section 3.11.

2.13 ISSUE OF SHARES

Subject to the Minimum Subscription to the Offer being reached and ASX granting conditional approval for the Company to be admitted to the Official List, issue of Shares offered by this Prospectus will take place as soon as practicable after the Closing Date.

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

The Directors will determine the allottees of all the Shares in their sole discretion in accordance with the allocation policy set out in Section 2.11.

2.14 APPLICANTS OUTSIDE AUSTRALIA

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

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

If you are outside Australia it is your responsibility to obtain all necessary approvals for the issue of the Shares pursuant to this Prospectus. The return of a completed Application Form will be taken by the Company to constitute a representation and warranty by you that all relevant approvals have been obtained.

2.15 NEW ZEALAND

This Prospectus has not been registered, filed with or approved by any New Zealand regulatory authority under the Financial Markets Conduct Act 2013 ( FMC Act ). The Shares are not being offered or sold in New Zealand (or allotted with a view to being offered for sale in New Zealand) other than to a person who:

(a) is an investment business within the meaning of clause 37 of Schedule 1 of the FMC Act;
(b) meets the investment activity criteria specified in clause 38 of Schedule 1 of the FMC Act;
(c) is large within the meaning of clause 39 of Schedule 1 of the FMC Act;
(d) is a government agency within the meaning of clause 40 of Schedule 1 of the FMC Act; or

(e) is an eligible investor within the meaning of clause 41 of the FMC Act.

2.16 COMMISSIONS PAYABLE

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

2.17 FINANCIAL INFORMATION

The Company’s financial information is set out in Section 4 and Section 8.

Prospectus | TechGen Metals Limited

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02. DETAILS OF THE OFFER

2.18 TAXATION

The acquisition and disposal of Shares 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 Shares from a taxation viewpoint and generally.

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

2.19 WITHDRAWAL OF OFFER

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

Prospectus | TechGen Metals Limited

03 COMPANY OVERVIEW

03. COMPANY OVERVIEW

3.1 BACKGROUND

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3.1.1 Company Background

The Company is an Australian registered junior explorer which was founded in early 2018 with an emphasis on targeting Canadian assets for cobalt as a specific battery element high in demand. Cobalt being highly sought after between 2016 and 2018 for the rapidly growing battery and electric vehicle industries. Due to a combination of oversupply of cobalt and other competing battery elements, the Company remodelled its business structure and its commodity focus.

The Company is now re-focussed on Gold and Copper exploration in Western Australia. Gold and copper often find themselves within the same mineral systems and can often have favourable processing outcomes and are always in demand through high and low commodity price cycles.

In view of the Company’s corporate and personnel restructure, together with two Directors holding quality copper and gold assets in Western Australia, it was agreed to combine these projects into the Company. In this respect, the Company has entered into Acquisition Agreements to acquire legal and beneficial ownership of several exploration licences detailed in Section 3.1.2 below. The Projects are spread across three Mineral Provinces: the Paterson Orogen, Yilgarn Craton & Ashburton Basin. The Projects have historic high copper and/or gold grades in either drilling or rock chip samples. The Projects are amenable to modern geophysics. The key gold Projects, Ida Valley & El Donna, are permitted and drill ready immediately upon Official Quotation.

3.1.2 Project Acquisitions

Subject to successful completion of the Acquisition Agreements and grant of the exploration licences in application, the Company will own 100% of 12 mineral exploration licences located in Western Australia (see table below). The Projects are the El Donna and Ida Valley Projects located in the Yilgarn Craton, the Harbutt Range and North Nifty Projects located in the Paterson Orogen and the Blue Rock Valley, Station Creek and Mt Boggola Projects located in the Ashburton Basin. The Projects are all exploration projects and there are no JORC 2012 compliant Mineral Resources or Ore Reserves estimated on the Projects.

See Section 11.1 for a summary of the material terms of the Acquisition Agreements.

On completion of the Acquisition Agreements, the Company will consist of the following twelve quality exploration licences targeting gold and copper, spanning large landholdings ( Projects ):

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Mineral District Project ID Project Name Holder Status Area (km2)
Yilgarn Craton E29/1053 Ida Valley Blue Bull Gold Pty Ltd Granted 39
Yilgarn Craton E36/979 Ida Valley Blue Bull Gold Pty Ltd Application 75
Yilgarn Craton E27/610 El Donna TasEx Geological Services Pty Ltd Granted 14
Paterson Orogen E45/5294 Harbutt Range TasEx Geological Services Pty Ltd Granted 63
Paterson Orogen E45/5439 Harbutt Range Blue Ribbon Mines Pty Ltd Granted 313
Paterson Orogen E45/5506 North Nifty TasEx Geological Services Pty Ltd Application 31
Paterson Orogen E45/5511 North Nifty TasEx Geological Services Pty Ltd Application 16
Ashburton Basin E08/2946 Station Creek Blue Ribbon Mines Pty Ltd Granted 54
Ashburton Basin E08/3030 Blue Rock Valley Blue Rock Valley Pty Ltd Granted 101
Ashburton Basin E08/3276 Blue Rock Valley TechGen Metals Ltd Application 101
Ashburton Basin E08/2996 Mt Boggola TasEx Geological Services Pty Ltd Granted 63
Ashburton Basin E08/3269 Mt Boggola TechGen Metals Ltd Application 116
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A comprehensive summary of regional and local geology, historical mining and exploration pertaining to the Projects is contained in the Independent Geologist’s Report in Section 6. A comprehensive summary of the status of the Projects can be found in the Legal Report on the Projects at Section 7.

Prospectus | TechGen Metals Limited

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03. COMPANY OVERVIEW

TechGen Metals Ltd (ACN 624 721 635) EXISTING SUBSIDIARY COMPANY EXISTING SUBSIDIARY COMPANY ICRL ONTARIO LIMITED ICRL OPERATIONS PTY LTD (ACN 627 830 657) (dormant wholly owned subsidiary – no operational liabilities, no assets) (dormant wholly owned subsidiary – no operational liabilities, no assets) Projects held directly TENEMENT ACQUISITION by TechGen Metals Ltd Vendor: Blue Ribbon Mines Pty Ltd 2 x Tenements (ACN 133 208 581) (Ashley Hood is Blue Rock E08/3276 the sole director and shareholder) Mt Boggola E08/3269 2 x Tenements Harbutt E45/5439 Station Creek E08/2946 TENEMENT AQUISITION Vendor: Tasex Geological Services Pty Ltd (ACN 129 133 615) INCOMING SUBSIDIARY INCOMING SUBSIDIARY Directors: Andrew Jones & Catherine Turnbull COMPANY COMPANY Shareholders: Andrew Jones & Catherine Share Aquisition of Share Aquisition of Turnbull (50/50) Blue Rock Valley Pty Ltd Blue Bull Gold Pty Ltd 5 x Tenements (ACN 628 793 199) (ACN 628 294 842) El Donna E27/610 Vendor: Ashley Hood Vendor: Ashley Hood Harbutt E45/5294 Director: Ashley Hood Director: Ashley Hood North Nifty E45/5506 Shareholder: Ashley Hood Shareholder: Ashley Hood North Nifty E45/5511 1 x Tenement 2 x Tenements Mt Boggola E08/2996 E08/3030 Ida Valley E29/1053 Ida Valley E36/979

Refer to the Independent Geologist’s Report and the Legal Report on the Projects in Sections 6 and 7 of this Prospectus for more detailed information on the Projects.

3.3 BUSINESS MODEL AND OBJECTIVES

The Company aims to build a profitable mining and exploration business and build Shareholder wealth by acquiring, exploring, evaluating and developing its mineral resource Projects.

Following listing on the ASX, the Company aims to use the funds raised through this Prospectus to systematically explore its gold and gold-copper Projects located in the Yilgarn Craton (El Donna & Ida Valley Projects), Ashburton Basin (Blue Rock Valley, Station Creek & Mt Boggola Projects) and Paterson Orogen (Harbutt Range & North Nifty) of Western Australia. The Company has planned exploration programmes for each of the Projects (see Section 3.8) and has already booked a number of key field surveys in order to commence exploration activities immediately post listing. These booked activities include RC drilling at both the El Donna and Ida Valley Projects in the Yilgarn Craton and an airborne VTEM-Max geophysical survey at the Blue Rock Valley, Station Creek and Mt Boggola Projects in the Ashburton Basin.

The Company will also implement a growth strategy by continuing to evaluate new project acquisition opportunities, both by tenement application and commercial acquisitions, to maintain a pipeline of projects which complement the Company’s existing focus. The Company confirms that it is not currently considering other acquisitions and that any future acquisitions are likely to be in the mineral resource sector.

Prospectus | TechGen Metals Limited

03. COMPANY OVERVIEW

3.4 OVERVIEW OF THE PROJECTS

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The Company’s gold and gold-copper exploration projects are located in the highly prospective geological regions of the Yilgarn Craton, Paterson Orogen and Ashburton Basin in Western Australia. The Yilgarn Craton Projects are El Donna and Ida Valley, the Ashburton Basin Projects are Blue Rock Valley, Station Creek and Mt Boggola and the Paterson Orogen Projects are Harbutt Range and North Nifty. These Projects collectively consist of seven granted exploration licences and five exploration licence applications which subject to the Acquisition Agreements will be owned 100% by the Company.

A summary of the key information in relation to the each of the Projects is set out below. In addition, more detailed information about the geology, background and proposed expenditure for each of the Projects is set out in the Independent Geologist’s Report in Section 6. For information about the legal nature and status of the Projects, refer to the Legal Report on the Projects in Section 7. The budget for exploration of each of the Projects is set out in Section 3.8.

Figure 1: Project Locations

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Prospectus | TechGen Metals Limited

03. COMPANY OVERVIEW

3.5 YILGARN CRATON PROJECTS

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3.5.1 El Donna Project

Location & Access

The El Donna Project (E27/610 being a granted exploration licence) is located 50km northeast of Kalgoorlie in the Goldfields Region of Western Australia.

Access is from Kalgoorlie via the sealed road to Kanowna then along the unsealed Kurnalpi - Pinjin road which passes to the immediate south of the Project. Well maintained station tracks and fence lines provide additional access to the Project.

Geology and Mineralisation

The El Donna Project lies within the Archean Norseman-Wiluna greenstone belt of Western Australia’s Yilgarn Craton. The geology of the El Donna Project is dominated by a sequence comprising basaltic to gabbroic rocks with occasional shale, mudstone and minor ultramafic lenses. At least two parallel north-westerly trending shears zones are interpreted to traverse the Project area. The shear zones host several gold occurrences to the immediate north and south of the El Donna Project including Mayday North, Eldorado, Garibaldi and Penny’s Find.

Exploration History and Prospectivity

Modern exploration of the El Donna Project commenced in the 1980s with City Resources (WA) Pty Limited and Esso Australia and Production Inc. Other explorers include Geopeko Limited, Defiance Mining NL, Sovereign Resources, Wiluna Mines Ltd and Colonial Resources Ltd.

A large amount of drilling has previously been completed within the Project identifying some areas of supergene and primary gold anomalism. Drilling completed and compiled to date includes 740 Rotary Air Blast ( RAB ) holes, 32 RC holes and 6 diamond drill holes for 49,221 total metres of drilling.

Other gold intersections from this drilling that lie within the El Donna Project include 2m @ 17g/t Au from 36m (ES100), 3m @ 17.9g/t Au from 96m (GRC15), 8m @ 2.23g/t Au from 32m (GRC27), 6m @ 2.36g/t Au from 108m (hole GRC13), 2m @ 8.23g/t Au from 50m (GRC07) and 21m @ 1.5g/t Au from 341.4m (EDD003). Please review section 4 of the Independent Geologist’s Report for the complete details of all drill results in respect of the El Donna Project.

Proposed Exploration

Proposed exploration at the El Donna Project includes:

Validation of the existing exploration data including drilling, geology and geochemical samples;
Field mapping and geochemical sampling including surface samples and multi-element analysis of mineralisation to assist with geochemical and alteration mapping; and
Drilling including shallow RAB or air core (AC) drilling along with bedrock drilling using both reverse circulation (RC) and diamond drilling methods.

Prospectus | TechGen Metals Limited

03. COMPANY OVERVIEW

Figure 2: Regional Geological Setting of the El Donna Project with surrounding gold occurrences

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Prospectus | TechGen Metals Limited

03. COMPANY OVERVIEW

3.5.2 Ida Valley Project

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Location & Access

The Ida Valley Project (being granted exploration licence E29/1053 & pending exploration licence application E36/979) is located 265km north-northwest of Kalgoorlie and 90km northwest of the town of Leonora in the Goldfields Region of Western Australia.

Geology and Mineralisation

The Ida Valley Project lies within the northern sector of the Archean Norseman-Wiluna greenstone belt of Western Australia’s Yilgarn Craton. Surface geology of the area is not well understood due to lack of outcrop. Magnetic anomalies from regional data have been interpreted as remnant greenstones in a highly strained gneissic terrane. Recent field traverses completed by TechGen Metals whilst geochemical sampling was being undertaken located exposed faults and the presence of ultramafics and metasediments.

Exploration History and Prospectivity

A search of the Western Australian Mineral Exploration ( WAMEX ) database revealed that minimal exploration has been conducted in the area covered by the Ida Valley Project. During 1988, CSR Limited completed stream sediment geochemistry sampling and in 2001, Herald Resources Limited ( Herald ) completed a RAB / aircore drilling program over their Ida Valley Project. A total of 49 drill holes for 1,303m lie within TechGen Metal’s Project but all to the north of gold soil and rock chip anomies identified by TechGen Metals. Drilling targeted magnetic anomalies and structural features identified in the regional magnetic data. During 2001 to 2006, BHP Billiton Minerals Pty Ltd ( BHP ) explored an area to the north and east of the Ida Valley Project. During 2020, TechGen Metals completed a soil auger geochemistry and rock-chip sampling program across three geophysical targets. This program identified a +10ppb Au soil anomaly that extends for 4.8km along the Ida Fault. Peak auger soil value to date is 884ppb Au and peak rock chip value of 6.6g/t Au. For further information on the Ida Valley Project, please see section 5 of the Independent Geologist’s Report.

Proposed Exploration

Proposed exploration at the Ida Valley Project includes:

Geochemical sampling across outlined target (central magnetic linear), including surface samples and multi-element analysis;
Ground magnetic survey; and
Shallow RAB or AC drilling of geochemical targets and across geological features.

Prospectus | TechGen Metals Limited

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03. COMPANY OVERVIEW

Figure 3: Summary of exploration completed to date at the Ida Valley Project

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Prospectus | TechGen Metals Limited

03. COMPANY OVERVIEW

3.6 PATERSON OROGEN PROJECTS

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3.6.1 Harbutt Range Project

Location & Access

The Harbutt Range Project (E45/5294 & E45/5439 which are both granted exploration licences) is located 320km east of the town of Newman on the edge of the Great Sandy Desert in the Pilbara Region of Western Australia. Access to the Project is via the Great Northern Highway to Newman and then east along the unsealed Talawana Track.

Geology and Mineralisation

The Harbutt Range Project lies within the Rudall Complex of the Proterozoic-aged Paterson Orogen. The Rudall Complex is a belt of metamorphic and igneous rocks with a long and complex history of multiple deformation and metamorphism. It forms the core and oldest component of the Paterson Orogen (2250 to 2410 Ma). It comprises various types of gneiss, meta-sedimentary and mafic-metavolcanic rocks, plus ultramafic, mafic and felsic intrusive rocks which include a wide range of granitoids.

The Project area is considered prospective for intrusive related copper-gold and sediment hosted base metal (copper-lead–zinc– silver) style mineralisation.

Exploration History and Prospectivity

The Project region has been explored for uranium, base metals, diamonds and gold by companies including CRA Exploration Ltd, PNC (Australia) Pty Limited, Stockdale Prospecting, Platinum Australia, Scimitar Resources Ltd and Rumble Resources Ltd. Exploration has included soil sampling, mag lag sampling, lag sampling and rock chip sampling, various geophysical surveys including airborne magnetics, airborne electromagnetics ( EM ), ground EM, induced polarisation (IP) and gravity and RAB, AC, RC and diamond drilling. Best drill intersections to date include 33m @ 0.18% Zn & 0.16% Pb (BDRC003) and 1m @ 0.78% Cu & 8.55g/t Au (BDRC001; Scimitar Resources Ltd) and 4m @ 0.23% Cu (BDRC007), 8m @ 0.19% Zn (BDRC017) and 20m @ 0.13% Zn (BDRC020; Rumble Resources Ltd). Previous exploration has identified numerous prospects that require further exploration. For further information on the Harbutt Range Project, please see section 6 of the Independent Geologist’s Report.

Proposed Exploration

Proposed exploration at the Harbutt Range Project includes:

Validation of the existing exploration data including drilling, geology and geochemical samples;
Drilling to test along strike, up dip and at depth of the mineralisation identified at the Maxwell Prospect; and
Drill testing of the late time conductors identified in the EM surveys, with follow-up drillhole electromagnetic ( DHEM ).

Prospectus | TechGen Metals Limited

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03. COMPANY OVERVIEW

Figure 4: Harbutt Range - Airborne EM over Airborne Magnetics, IP chargeability related prospects and mineral occurrences

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Prospectus | TechGen Metals Limited

03. COMPANY OVERVIEW

3.6.2 North Nifty Project

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Location & Access

The North Nifty Project (E45/5506 & E45/5511 which are both pending licence applications) is located approximately 250km northeast of Newman in the East Pilbara Region of Western Australia.

Access to the Project is from Port Hedland, via the sealed Marble Bar Highway, the sealed Ripon Hills road and then via the unsealed Woodie Woodie to Nifty road.

Geology and Mineralisation

The North Nifty Project lies within the Yeneena Basin of the Proterozoic-aged Paterson Orogen. The Broadhurst Formation is regionally base metal anomalous and hosts all significant base metal mineralisation in the Yeneena Basin, including copper mineralisation at Nifty, Maroochydore and Rainbow and zinc-lead mineralisation at Warrabarty.

Primary copper mineralisation at Nifty is stratabound over up to 100m of stratigraphy but most mineralisation is hosted in detail by irregular quartz-dolomite vein systems.

Exploration History and Prospectivity

The Yeneena Basin has been explored by a variety of companies over a long period since the late 1970s following the discovery of the Telfer gold deposits in 1971. Exploration by Western Mining Corporation led to the discovery of the Nifty copper deposit in 1981 and the Maroochydore copper deposit was subsequently discovered by Mt Isa Mines. The greater area has been largely held by the owners of the Nifty Copper Mine (namely Western Mining Corporation, Straits Resources, Aditya Birla and current owners Metals X Limited) with some exploration also undertaken by Normandy Exploration Ltd, BHP Minerals Pty Ltd and MIM Exploration Pty Ltd from 1994 to 1997.

From 1982 to 1993, Western Mining Corporation Ltd ( WMC ) undertook first exploration in the area following the discovery of the Nifty Copper Prospect. WMC flew a large airborne EM, magnetic and radiometric survey which covers the North Nifty Project area. Regional scale lag and soil sampling was completed identifying several base metal prospects in addition to Nifty. These prospects included Hakea, a broad copper anomaly which was identified by lag sampling, located on E45/5506 and extending to the east of the current Project area. For further information on the North Nifty Project, please see section 7 of the Independent Geologist’s Report.

Proposed Exploration

As the North Nifty Project is a pending licence application which has not yet been granted, the Company has not allocated any funds for exploration of this Project at this time. If and when the Project becomes a granted exploration licence, the Company will consider its exploration plans and budget accordingly. Such exploration plans would likely include:

Validation of the existing exploration data including drilling, geology and geochemical samples;
Field mapping and geochemical sampling including surface samples and multi-element analysis of mineralisation to assist with geochemical and alteration mapping; and
Shallow RAB or AC drilling of geochemical targets and across geological features.

Prospectus | TechGen Metals Limited

03. COMPANY OVERVIEW

Figure 5: Regional Geological Setting of the North Nifty Project with Exploration Completed to Date

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Prospectus | TechGen Metals Limited

03. COMPANY OVERVIEW

3.7 ASHBURTON BASIN PROJECTS

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3.7.1 Blue Rock Valley Project

Location & Access

The Blue Rock Valley Project (being granted exploration licence E08/3030 and pending exploration licence application E08/3276) is located 35km southeast of the Nanutarra Roadhouse and 175km west of Paraburdoo within the Ashburton Region of Western Australia. Access is initially via the sealed North West Coastal Highway to the Nanutarra Roadhouse and then via dirt roads and station tracks heading in a southeast direction along the banks of the Ashburton River and then the Henry River.

Geology and Mineralisation

The Project is located within the Ashburton Basin which forms the northern part of the Capricorn Orogen, a major tectonic zone, 1000km long, 500km wide region of variably deformed metamorphosed igneous and sedimentary rocks located between the Archean Yilgarn and Pilbara Cratons.

The Ashburton Mineral Field has a long history of gold, copper, silver, lead and zinc exploration. A small (1km strike length), high grade copper occurrence known as Blue Rock, is located about 10km south-west of the Glen Florrie/Taylor Party historic copperlead-zinc mine on the Blue Rock Valley tenement E08/3030 which will require follow up exploration.

Exploration History and Prospectivity

Companies including Western Mining Corporation Ltd, RGC Exploration Pty Ltd, Jackson Minerals Limited and TechGen Metals have undertaken photogeological studies, geophysical surveys, lag sampling, soil sampling and rock chip sampling and limited RC drilling. Anomalous rock chip samples up to 16.05% Cu have been taken at the Blue Rock Prospect (Figure 6).

For further information on the Blue Rock Valley Project, please see section 8 of the Independent Geologist’s Report.

Proposed Exploration

Proposed exploration at the Blue Rock Valley Project includes:

Validation of the existing exploration data including drilling, geology and geochemical samples;
Remote sensing data compilation and reinterpretation of all available geophysical datasets;
Airborne EM survey; and
RAB or AC drilling of geochemical and geophysical targets.

Prospectus | TechGen Metals Limited

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03. COMPANY OVERVIEW

Figure 6: Geology and surrounding mineralisation of the Blue Rock Valley Project

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Prospectus | TechGen Metals Limited

03. COMPANY OVERVIEW

3.7.2 Station Creek Project

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Location & Access

The Station Creek Project (E08/2946 being a granted exploration licence) is located 70km to the southwest of Paraburdoo and 6km south of the Ashburton Downs Homestead within the Ashburton Region of Western Australia. Access is initially via the sealed Nanutarra-Wittenoom Road and then the Ashburton Downs-Meekatharra Road which lies to the northeast of the tenement area, thence via station and exploration tracks.

Geology and Mineralisation

Similar to the Blue Rock Valley Project the Station Creek Project is located within the Ashburton Basin which forms the northern part of the Capricorn Orogen, a major tectonic zone, 1000km long, 500km wide region of variably deformed metamorphosed igneous and sedimentary rocks located between the Archean Yilgarn and Pilbara Cratons. The Station Creek Project is underlain predominately by low-grade metamorphic sedimentary rocks belonging to the Ashburton Formation.

The Ashburton Mineral Field has a long history of gold, copper, silver, lead and zinc exploration.

Exploration History and Prospectivity

Companies including Uranerz Australia Pty Ltd, Metana Minerals NL, Bacome Pty Ltd and TechGen have explored the Project area undertaking rock chip sampling, soil sampling, stream sediment sampling and limited RC and diamond drilling.

Elevated Cu values in RC drilling by Bacome Pty Ltd in 1997 include 1m @ 0.11% Cu from 72m in hole SCPH004, 5m @ 0.43% Cu from 4m, 8m @ 0.19% Cu from 11m and 5m @ 0.15% Cu from 28m in hole SCPH007 and 2m @ 0.11% Cu from 35m, 1m @ 0.17% Cu from 62m and 1m @ 0.15% Cu from 66m in hole SCPH008. Rock chip sampling by TechGen returned highly encouraging results including 54.7% Cu & 257ppm Ag, 30.2% Cu & 151ppm Ag, 17.35% Cu and 10.9% Cu. Auger sampling by TechGen Metals delineated an anomalous northwest trending copper zone, correlating with the fault / shear zone which trends through the Bali East and Bali Lo Prospects and the Bali Copper Deposit to the west.

For further information on the Station Creek Project, please see section 9 of the Independent Geologist’s Report.

Proposed Exploration

Proposed exploration at the Station Creek Project includes:

Validation of the existing exploration data including drilling, geology and geochemical samples;
Remote sensing data compilation and reinterpretation of all available geophysical datasets;
Airborne EM survey; and
RAB or AC drilling of geochemical and geophysical targets.

Prospectus | TechGen Metals Limited

03. COMPANY OVERVIEW

Figure 7: Exploration completed to date on the Station Creek tenement including rock chip sampling

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Prospectus | TechGen Metals Limited

03. COMPANY OVERVIEW

3.7.3 Mt Boggola Project

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Location & Access

The Mt Boggola Project (being granted exploration licence E08/2996 & E08/3269 which is a pending exploration licence application) is located 60km to the south of the townsite of Paraburdoo within the Ashburton Region of Western Australia. Access to the Mt Boggola Project is as per the Station Creek Area with the Ashburton Downs-Meekatharra Road which lies to the northeast of the tenement area.

Geology and Mineralisation

Similar to the Blue Rock Valley Project, the Mt Boggola Project is located within the Ashburton Basin which forms the northern part of the Capricorn Orogen, a major tectonic zone, 1000km long, 500km wide region of variably deformed metamorphosed igneous and sedimentary rocks located between the Archean Yilgarn and Pilbara Cratons. Within the Mt Boggola Project, the Ashburton Formation is dominated by sedimentary lithologies, mainly silty shale/slate and conglomeratic grit. Additionally, there are extensive outcrops of vesicular, pillowed and/or brecciated basalt.

The Ashburton Mineral Field has a long history of gold, copper, silver, lead and zinc exploration.

Exploration History and Prospectivity

Companies including CRA Exploration, Newcrest Mining, Boyer Exploration, Goldfields Exploration Pty Ltd, Cosmopolitan Minerals Limited, Northern Star Resources Limited and TechGen Metals have undertaken stream sediment sampling, soil sampling and rock chip sampling along with limited RC drilling identifying a number of prospects.

RC drilling by Newcrest underneath malachite-quartz outcrops intersected best results of 2m @1.58% Cu & 0.48g/t Au from 8m [PB04] and 6m @ 1.26% Pb from 32m (PB04), 4m @ 1.56% Cu from 32m (PB09), 4m @ 2.32% Cu from 12m (PB13), and 4m @ 1.08% Cu from 36m in hole PB14. Rock chip sampling by TechGen Metals focused on areas that previously reported anomalous gold and base metal rock chip samples. Rock chip sample results were highly encouraging with copper values up to 48.7% Cu, lead values up to 2.89% Pb, gold values up to 43.1g/t Au and silver values up to 119g/t Ag.

For further information on the Mt Boggola Project, please see section 10 of the Independent Geologist’s Report.

Proposed Exploration

Proposed exploration at the Mt Boggola Project includes:

Validation of the existing exploration data including drilling, geology and geochemical samples;
Remote sensing data compilation and reinterpretation of all available geophysical datasets;
Airborne EM survey; and
RAB or AC drilling of geochemical and geophysical targets.

Prospectus | TechGen Metals Limited

03. COMPANY OVERVIEW

Figure 8: Exploration completed to date on the Mt Boggola tenement including drill holes completed by Newcrest all geochemical sampling

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3.8 PROPOSED EXPLORATION PROGRAM

The Company proposes to apply funds raised from the Offer, together with existing cash reserves, over the first two years following admission of the Company to the Official List of ASX for exploration activities as outlined in the table below. 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 Projects, reflecting a change in emphasis.

Subject to the above, the following budgets are proposed which takes into account the proposed expense over the next 2 years to complete initial exploration and target testing.

As budgeted below (next page), the Company’s exploration expenditure will exceed the minimum annual expenditure requirements for each of the granted Exploration Licences.

Prospectus | TechGen Metals Limited

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03. COMPANY OVERVIEW
Minimum Subscription $5m Maximum Subscription $6m
Yr 1 Yr 2 Total Yr 1 Yr 2 Total
Ida Valley RC - AC drilling 175,000 218,750 393,750 192,500 165,000 357,500
Geochem & Petrology - mapping 40,000 20,000 60,000 44,000 44,000 88,000
Assays & modelling 40,000 50,000 90,000 44,000 55,000 99,000
EM/IP 70,000 40,000 110,000 77,000 33,000 110,000
325,000 328,750 653,750 357,500 297,000 654,500
El Donna RC - AC drilling 90,000 112,500 202,500 99,000 165,000 264,000
Geochem & Petrology - mapping 30,000 20,000 50,000 33,000 33,000 66,000
Assays & modelling 30,000 40,000 70,000 33,000 44,000 77,000
EM/IP 40,000 30,000 70,000 44,000 33,000 77,000
190,000 202,500 392,500 209,000 275,000 484,000
Mt Bogoola RC - AC drilling 80,000 100,000 180,000 88,000 137,500 225,500
Geochem & Petrology - mapping 20,000 10,000 30,000 22,000 22,000 44,000
Assays & modelling 20,000 15,000 35,000 22,000 38,500 60,500
EM/IP 30,000 30,000 60,000 33,000 33,000 66,000
150,000 155,000 305,000 165,000 231,000 396,000
Station Creek RC - AC drilling 80,000 100,000 180,000 88,000 137,500 225,500
Geochem & Petrology - mapping 20,000 10,000 30,000 22,000 22,000 44,000
Assays & modelling 20,000 15,000 35,000 22,000 38,500 60,500
EM/IP 30,000 30,000 60,000 33,000 33,000 66,000
150,000 155,000 305,000 165,000 231,000 396,000
Blue Rock Valley RC - AC drilling 60,000 75,000 135,000 66,000 137,500 203,500
Geochem & Petrology - mapping 20,000 10,000 30,000 22,000 22,000 44,000
Assays & modelling 20,000 15,000 35,000 22,000 38,500 60,500
EM/IP 30,000 30,000 60,000 33,000 33,000 66,000
130,000 130,000 260,000 143,000 231,000 374,000
Harbutt Range RC - AC drilling 90,000 112,500 202,500 99,000 275,000 374,000
Geochem & Petrology - mapping 40,000 20,000 60,000 44,000 44,000 88,000
Assays & modelling 30,000 30,000 60,000 33,000 77,000 110,000
EM/IP 140,000 80,000 220,000 154,000 63,000 217,000
300,000 242,500 542,500 330,000 459,000 789,000
Direct Expenses 1,245,000 1,213,750 2,458,750 1,369,500 1,724,000 3,093,500
In-direct Expenses
Field support costs 57,500 71,875 129,375 71,875 89,844 161,719
Geochemical testing 26,050 25,713 51,763 32,563 32,141 64,703
Project Studies 50,000 50,000 100,000 62,500 62,500 125,000
Tenement Management 32,563 32,141 64,703 40,703 40,176 80,879
Total Expenses 1,411,113 1,393,478 2,804,591 1,577,141 1,948,660 3,525,801
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Prospectus | TechGen Metals Limited

03. COMPANY OVERVIEW

3.9 CAPITAL STRUCTURE

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The capital structure of the Company following completion of the Offer is summarised below:[1]

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Number (Minimum) Number (Maximum)
Shares currently on issue [1] 15,873,952 15,873,952
Shares issued to the Vendors [3] 6,475,000 6,475,000
Shares issued to Novus Capital [2] 187,500 187,500
Shares to be issued pursuant to the Offer 25,000,000 30,000,000
Total Shares on completion of the Offer 47,536,452 52,536,452
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Unlisted Options

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Number
Options currently on issue [4] 13,833,334
Total Options on completion of the Offer [4] 13,833,334
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Performance Rights

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Number
Performance Rights issued to Vendors [5] 4,700,000
Total Performance Rights on completion of the Offer [4] 4,700,000
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Notes:

The rights of the Shares are summarised in Section 12.1 of this Prospectus.
These Shares form part of the success completion fee detailed in Section 11.2. The total success/completion fee of $75,000 will be paid 50% in Shares and 50% in cash.
Refer to Section 11.1.3(e).
Comprising of:
(a) 3,333,334 Restructure Options which have been previously issued as consideration to those persons who had their Shares cancelled as part of a selective capital reduction completed on 26 November 2020. Refer to Section 12.2 for the terms of these Restructure Options.
(b) 500,000,000 Historical Options which have been previously issued to a Canadian vendor pursuant to a historical (2018) Property Purchase Agreement ( PPA ) for the purchase of exploration assets by the Company from an Ontario based company. The rights under the PPA have since lapsed and the Company has no further rights or obligations under the PPA. Refer to Section 12.3 for the full terms of these Historical Options.

(c) A total of 10,000,000 Director Options issued to the Directors. Ashley Hood and Andrew Jones will each receive 2,500,000 Director Options as part of their executive service agreements under the Company’s Incentive Plan. Maja McGuire and Rick Govender will also each receive 2,500,000 Director Options pursuant to their non-executive letters of appointment under the Company’s Incentive Plan. The Director Options will be issued as reasonable remuneration for future services to be provided to the Company and will assist in ensuring that the interests of all Directors are aligned with those of Shareholders. Refer to Section 12.4 for the full terms of these Director Options.

Refer to Sections 11.1.3(e) and 12.5 for the full terms of these Performance Rights.

The Company may also consider undertaking a bonus option issue following lodgement, the terms of which are yet to be finalised.

Prospectus | TechGen Metals Limited

03. COMPANY OVERVIEW

3.10 SUBSTANTIAL SHAREHOLDERS

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

Substantial Shareholdings as at the date of this Prospectus:

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Shareholder Shares %
Adman Lanes Pty Ltd 1,250,000 7.87%
SAR Capital Pty Ltd 1,250,000 7.87%
Diamond Pirates Pty Ltd 1,000,000 6.30%
WRM Holdings Pty Ltd 1,000,000 6.30%
Scott Harris and Corina Harris 1,000,000 6.30%
Blue Lake Partners Pty Ltd 875,000 5.51%
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Substantial Shareholders on Completion of the Offer (assuming Minimum Raise):

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Shareholder Shares Options Performance % %
Rights (undiluted) (fully diluted)
Mr Ashley Hood [1] 3,500,000 2,666,667 2,350,000 7.36% 14.84%
TasEx Geological 2,975,000 2,500,000 2,350,000 6.26% 13.63%
Services Pty Ltd [2]
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Notes:

Mr Ashley Hood is a related party of the Company as Managing Director. These figures reflect Mr Hood’s direct and beneficial holding.
TasEx Geological Services Pty Ltd being an entity associated with Andrew Jones, the Company’s Executive Director.

Substantial Shareholders on Completion of the Offer (assuming Maximum Raise):

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Shareholder Shares Options Performance % %
Rights (undiluted) (fully diluted)
Mr Ashley Hood [1] 3,500,000 2,666,667 2,350,000 6.66% 13.65%
TasEx Geological 2,975,000 2,500,000 2,350,000 5.66% 12.54%
Services Pty Ltd [2]
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Mr Ashley Hood is a related party of the Company as Managing Director. These figures reflect Mr Hood’s direct and beneficial holding.
TasEx Geological Services Pty Ltd being an entity associated with Andrew Jones, the Company’s Executive Director.

Prospectus | TechGen Metals Limited

03. COMPANY OVERVIEW

3.11 RESTRICTED SECURITIES

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

The Company will seek to enter into restriction deeds and issue restriction notices (as applicable) in respect of all Securities classified by ASX as restricted securities in accordance with Chapter 9 of the ASX Listing Rules.

The Company will announce to the ASX full details (quantity and duration) of the Securities required to be held in escrow prior to the Shares commencing trading on ASX.

The anticipated free float of the Company at the time of listing is 53% at the Minimum Subscription and 57% at the Maximum Subscription.

3.12 DIVIDEND POLICY

The Company anticipates that significant expenditure will be incurred in the evaluation and development of its business and the exploration of the Projects. These activities, together with the possible acquisition of further exploration assets that complement the Projects, are expected to dominate the two year period following the date of this Prospectus. Accordingly, the Company does not expect to declare any dividends during that period.

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

Prospectus | TechGen Metals Limited

04 FINANCIAL INFORMATION

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04. FINANCIAL INFORMATION

4.1 INTRODUCTION

The Company was incorporated on 28 February 2018 and has limited operating history and limited historical financial performance.

As a result, the Company is not able to disclose any key financial ratios other than the information set out below and the information included in the Investigating Accountant’s Report set out in Section 8 of this Prospectus.

The Financial Information is presented in an abbreviated form and does not contain all the disclosures that are usually contained in an annual report prepared in accordance with the Corporations Act.

PKF Brisbane Audit has prepared an Investigating Accountant’s Report (see Section 8) which incorporates the audited financial information for the Company as at 31 December 2020.

This Section 4 contains the following financial information in relation to the Company:

(a) audited historical consolidated statement of profit or loss and other comprehensive income for the 16-month period of incorporation from 28 February 2018 to 30 June 2019, the year ended 30 June 2020 and the half-year ended 31 December 2020;
(b) audited historical consolidated statement of cash flows for the 16-month period of incorporation from 28 February 2018 to 30 June 2019, the year ended 30 June 2020 and the half-year ended 31 December 2020;
(c) audited historical consolidated statement of financial position as at 30 June 2019, 30 June 2020 and 31 December 2020,

(together, the Historical Financial Information ); and

(d) pro forma consolidated statement of financial position as at 31 December 2020 and the associated details of the pro forma adjustments (the Pro Forma Historical Financial Information ).

(collectively referred to as the Financial Information ).

The Financial Information should be read together with the other information contained in this Prospectus, including:

(a) the risk factors described in Section 5;
(b) the description of the use of funds of the Offer described in Section 2.9; and
(c) the Investigating Accountant’s Report, set out in Section 8.

Please note that past performance is not an indication of future performance.

4.2 BASIS OF PREPARATION OF THE HISTORICAL AND PRO FORMA FINANCIAL INFORMATION

The Historical Financial Information has been extracted from the Company’s consolidated financial statements for the period from the date of incorporation (28 February 2018) to 30 June 2019, for the year ended 30 June 2020 and for the half year ended 31 December 2020, which were audited by PKF in accordance with Australian Auditing Standards. The audited financial statements of the Company for the period ended 30 June 2019 and the year ended 30 June 2020, including the half year ended 31 December 2020 are available free of charge by request to the Company on +61 8 6557 6606.

PKF Brisbane Audit issued an audit opinion on the financial statements for the half year ended 31 December 2020. Notwithstanding the Company reporting an operating loss after tax of $109,327 (2019: $6,371) for the half year ended 31 December 2020, the Financial Information has been prepared on a going concern basis as the Company’s Directors are of the opinion that there are reasonable grounds to believe that the Company will be able to pay its debts as and when they fall due and payable. The Company’s ability to continue as a going concern is dependent on the Offer being successful. The Directors believe that the current cash resources of the Company will not be sufficient to fund the planned execution of the Company’s principal activities and working capital requirements. Following completion of the Offer, and under the Minimum Subscription raised, the Company expects a pro forma cash balance of $4,503,732 (at the maximum subscription: $5,440,471). The Directors have determined that these funds will be sufficient to allow for the exploration and evaluation activities in accordance with its current plans and to provide the necessary working capital to meet its commitments for a period of at least 24 months from the date from the Offer. The Company may also look to complete future equity offerings in order to raise additional capital as the business progresses. In the event that the Company is unable to raise sufficient capital under the Offer as contemplated by this Prospectus, there is a material uncertainty as to whether the Company will be able to continue as a going concern, and therefore, whether it will be able to realise its assets and discharge its liabilities in the normal course of business at the amounts as stated in the Historical Statement of Financial Position. The Historical Statement of Financial Position does not include adjustments relating to the recoverability and classification of recorded asset amounts, or to the amounts and classification of liabilities that might be necessary should the Company not continue as a going concern.

Prospectus | TechGen Metals Limited

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04. FINANCIAL INFORMATION

The Pro Forma Statement of Financial Position has been derived from the historical statement of financial position and includes pro forma adjustments for certain subsequent events and transactions associated with the Offer (as detailed in 4.5 below), as if those events and transactions had occurred as at 31 December 2020. The Pro Forma Statement of Financial Position has been prepared in accordance with the recognition and measurement principles contained in Australian Accounting Standards other than it includes pro forma adjustments.

The Financial Information has been prepared in accordance with the recognition and measurement principles of Australian Accounting Standards and the significant accounting policies set out below. The presentation currency for the Company is in Australian dollars.

The Financial Information is presented in an abbreviated form insofar as it does not include all the disclosures and notes required in an annual financial report prepared in accordance with Australian Accounting Standards and other mandatory reporting requirements applicable to general purpose financial reports prepared in accordance with the Corporations Act.

The Directors are responsible for the preparation and inclusion of the Financial Information in the Prospectus. PKF has prepared an Independent Assurance Report in respect of the Financial Information ( Investigating Accountant’s Report ). A copy of the Investigating Accountant’s Report, which includes an explanation of the scope and limitations of the Investigating Accountant’s work, is included in this Prospectus at Section 8.

4.3 HISTORICAL CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

The table below sets out the Company’s consolidated statement of profit or loss and other comprehensive income for the period from incorporation 28 February 2018 to 30 June 2019, year ended 30 June 2020 and for the half year ended 31 December 2020.

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Consolidated Statement of Profit or Loss and Other Comprehensive Income
31-Dec-20 30-Jun-20 Period of
Incorporation to
30-Jun-19
Expenses
Administration expenses 109,327 6,371 453,925
Tenement costs written off - 336,656 -
Total Expenses 109,327 343,027 453,925
Loss before income tax expense 109,327 343,027 453,925
- - -
Income tax expense
Loss after income tax expense 109,327 343,027 453,925
- - -
Other comprehensive income
Total comprehensive loss for the period 109,327 343,027 453,925
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04. FINANCIAL INFORMATION

4.4 HISTORICAL CONSOLIDATED STATEMENT OF CASH FLOWS

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Consolidated Statement of Cash Flows
31-Dec-20 30-Jun-20 Period of
Incorporation to
30-Jun-19
Cash flows from Operating activities
- - -
Receipts from customers
Payments to suppliers (381,906) (6,853) (334,960)
Net cash used in operating activities (381,906) (6,853) (334,960)
Cash flows from Investing activities
- -
Payments for exploration and evaluation (14,540)
-
Payments for acquisition of tenements (12,889) (168,438)
-
Net cash used in investing activities (12,889) (182,978)
Cash flows from Financing activities
-
Proceeds from issue of shares (net of costs) 627,094 525,000
Net cash provided by financing activities 627,094 - 525,000
Net increase (decrease) in cash 232,299 (6,853) 7,062
Cash at the beginning of the financial year 209 7,062 -
Cash at the end of the financial year 232,508 209 7,062
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04. FINANCIAL INFORMATION

4.5 CONSOLIDATED STATEMENT OF FINANCIAL POSITION – INCLUDING PRO-FORMA ADJUSTMENTS

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Pro-forma and Historical Consolidated Statement of Financial Position
Pro forma Max $6m Pro forma Min $5m
Pro forma Pro forma Pro forma Pro forma 31-Dec-20 30-Jun-20 30-Jun-19
31-Dec-20 adj. 31-Dec-20 adj.
CURRENT ASSETS
Cash & Cash Equivalents 5,440,471 5,207,962 4,503,732 4,271,223 232,508 209 7,062
Other Receivables 41,598 (151,793) 41,598 (151,793) 193,391 1,446 964
Total Current Assets 5,482,069 5,056,169 4,545,330 4,119,430 425,899 1,655 8,026
NON-CURRENT ASSETS
-
Exploration & 812,182 799,293 812,182 799,293 12,889 336,656
Evaluation Assets
Total Non-Current Assets 812,182 799,293 812,182 799,293 12,889 - 336,656
TOTAL ASSETS 6,294,251 5,855,462 5,357,512 4,918,723 438,788 1,655 344,682
CURRENT LIABILITIES
- -
Trade & Other Payables 42,508 42,508 42,508 123,142 123,142
Total Liabilities 42,508 - 42,508 - 42,508 123,142 123,142
NET ASSETS 6,251,743 5,855,462 5,315,004 4,918,723 396,280 (121,487) 221,540
EQUITY
Issued Capital 7,350,059 6,197,500 6,410,059 5,257,500 1,152,559 675,465 675,465
- - -
Share Option Reserve 997,764 997,764 997,764 997,764
Accumulated Losses (2,096,080) (1,339,802) (2,092,819 (1,336,541) (756,279) (453,925)
TOTAL EQUITY 6,251,743 5,855,462 5,315,004 4,918,723 396,280 (121,487) 221,540
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Description of pro forma adjustments

The Pro Forma Consolidated Statement of Financial Position has been derived from the audited historical consolidated statement of financial position as at 31 December 2020, after reflecting the Directors’ pro forma adjustments for the following subsequent events and other transactions which are proposed to occur immediately before or following completion of the Offer, as if they had occurred at 31 December 2020. The following pro forma adjustments have been made in relation to events subsequent to 31 December 2020:

(a) The Company incurred costs associated with the maintenance of the Projects to the value of $151,793. Consistent with accounting policy the Company proposes to capitalise these costs as part of the Project acquisition, post completion of the Company’s initial public offering.
(b) The issue of between 25,000,000 and 30,000,000 Shares at $0.20 per Share to raise between $5,000,000 (Minimum Subscription) and $6,000,000 (Maximum Subscription) before costs, pursuant to the Offer.
(c) The settlement of the Acquisition Agreements will be fulfilled via the issue of 6,475,000 Shares. Consistent with accounting policy the Company proposes to capitalise these costs as part of the tenement acquisition, post completion of the Company’s initial public offer.

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04. FINANCIAL INFORMATION

(d) The incurring of costs related to the Offer of between $728,777 (Minimum Subscription) and $792,038 (Maximum Subscription). Of these total offer costs, $338,777 (Minimum Subscription) and $342,028 (Maximum Subscription) have been recorded in accumulated losses and $390,000 (Minimum Subscription) and $450,000 (Maximum Subscription) have been recorded as share issue costs in equity.
(e) The issue of 187,500 Shares (under the Minimum Subscription or Maximum Subscription) to Novus Capital as per the Novus Capital Mandate.
(f) The issue of 10,000,000 options to directors at an exercise price of $0.30c which vest immediately on issuance. These director options have been valued at $997,764 using a Black Scholes option pricing model and have been recorded as an increase to accumulated losses and share based payment option reserve equity account for $997,764.

4.6 OPTION VALUATION

Refer to Sections 12.2, 12.3 and 12.4 for the full terms of the Options on issue.

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Options Valuations Summary Restructure Historical Director Vendors
Options Options Options Performance
Rights
Number of instruments 3,333,334 500,000 10,000,000 4,700,000
Underlying share price 0.20 0.20 0.20 0.20
Exercise Price 0.30 0.60 0.30 0.00
Expected Volatility 94% 100% 94% 97%
Life of Options (years) 3 2 3 5
Expected dividends nil nil nil nil
Rick Free rate 0.11% 0.09% 0.11% 0.11%
Value per instrument ($) 0.0998 0.0532 0.0998 0.2000
Value per tranche ($) 332,588 26,585 977,764 940,000
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(a) The 3,333,334 Restructure Options are unlisted options on issue as at 31 December 2020. Directors have used a Black Scholes option pricing model to determine the valuation of these Restructure Options to be $332,588. As these Restructure Options emanated from the re-structure of the past promoters shares prior to 31 December 2020, they have no pro forma adjustment impact to the financial information included in this offer.
(b) The 500,000 Historical Options (having an exercise price of $0.60c) have been valued by Directors using a Black Scholes option pricing model to be $26,585. These Historical Options vest immediately but due to their value the Directors have adopted not to adjust for these in the pro forma adjustments.
(c) The 10,000,000 Director Options have been issued to Directors, having an exercise price of $0.30c and expiring on or before 3 years from the date on which the Company is admitted to the Official List of the ASX. Directors have used a Black Scholes option pricing model to determine the valuation of these options to be $997,764. While these Director Options are in exchange for future services, there are no vesting conditions attached to the options. As a result, these options vest immediately and have been recorded as a pro forma adjustment by increasing accumulated losses and the recognition of a share based payment option reserve equity account.
(d) The 4,700,000 Performance Rights to be issued as part of the tenement Acquisition Agreements have been determined by Directors to have a value of $940,000 in accordance with a Black Scholes option pricing model. However, due to the performance milestones, Directors have determined the probability of these Performance Rights vesting to be unlikely. As a result, there is no financial recognition and as such no pro forma adjustment required.

Prospectus | TechGen Metals Limited

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04. FINANCIAL INFORMATION

4.7 CONTRIBUTED EQUITY

The pro forma capital structure of the Company is set out below, reflecting the issued and paid up capital structure of the Company before and following the completion of the Offer, both at the Minimum and Maximum Subscription. It is calculated assuming that the Company completes the Offer on the terms set out in this Prospectus and that no further Securities are issued or Options are exercised. On admission, the Company’s capital structure will be as followings:

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

Pro forma Pro forma Pro forma Pro forma
Max $6m Max $6m Min $5m Min $5m
Shares issued during the year 15,750,000 675,465 15,750,000 675,465
Shares cancelled during the year - - - -
Costs associated with the share issue - - - -
At the end of the reporting period - 30 June 2019 15,750,000 675,465 15,750,000 675,465
At the beginning of the reporting period 15,750,000 675,465 15,750,000 675,465
Shares issued during the year - - - -
Shares cancelled during the year - - - -
Costs associated with the share issue - - - -
At the end of the reporting period- 30 June 2020 15,750,000 675,465 15,750,000 675,465
At the beginning of the reporting period 15,750,000 675,465 15,750,000 675,465
Shares issued during the year [1] 10,623,952 627,094 10,623,952 627,094
Shares cancelled during the year (10,500,000) (150,000) (10,500,000) (150,000)
Existing shares prior to this offer - 31 December 2020 15,873,952 1,152,559 15,873,952 1,152,559
Shares issued to the Novus Capital [4] 187,500 - 187,500 -
Shares issued to the Vendors [5] 6,475,000 647,500 6,475,000 647,500
Shares issued pursuant to this Prospectus [2] 30,000,000 6,000,000 25,000,000 5,000,000
Costs associated with the IPO share issue [3] - (450,000) - (390,000)
Pro forma share capital structure - 31 December 2020 52,536,452 7,350,059 47,536,452 6,410,059
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Note:

Issues of additional seed capital.
The issue of between 25,000,000 and 30,000,000 Shares at $0.20 per Share to raise between $5,000,000 (Minimum Subscription) and $6,000,000 (Maximum Subscription) before costs, pursuant to the Offer.
The incurring of costs related to the Offer of between $728,777 (Minimum Subscription) and $792,038 (Maximum Subscription). Of these total offer costs, $338,777 (Minimum Subscription) and $342,028 (Maximum Subscription) have been recorded in accumulated losses and $390,000 (Minimum Subscription) and $450,000 (Maximum Subscription) have been recorded as share issue costs in equity.
The issue of 187,500 Shares (under the Minimum Subscription or Maximum Subscription) to Novus Capital as per the Novus Capital Mandate.
The issue of 6,475,00 Shares associated under the Acquisition Agreements (refer to section 11.1.1).

Prospectus | TechGen Metals Limited

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04. FINANCIAL INFORMATION

4.8 SIGNIFICANT ACCOUNTING POLICIES

The principal accounting policies adopted in the preparation of the Financial Information are set out below. These policies have been consistently applied, unless otherwise stated. The Financial Information is presented for the consolidated entity comprising the Company and its wholly owned subsidiaries, ICRL Ontario Limited and ICRL Operations Pty Ltd, and has been prepared in accordance with the recognition and measurement requirements of Accounting Standards and Interpretations issued by the Australian Accounting Standards Board ( AASB ) that are mandatory for the current reporting period. The Financial Information has been prepared under the historical cost convention. All amounts are presented in Australian dollars.

The preparation of the Financial Information requires the use of certain critical accounting estimates. 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 Financial Information, are disclosed accordingly.

(a) Principles of consolidation

The Financial Information incorporates the assets, liabilities and results of TechGen Metals and all of its subsidiaries. TechGen Metals and its subsidiaries together are referred to as the Group. The Group controls an entity when the Group is exposed to, or has rights to variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity.

A list of controlled entities is described above. All controlled entities are 100% owned.

All inter-company balances and transactions between entities in the Group, including any unrealised profits or losses, have been eliminated on consolidation. Accounting policies of subsidiaries have been changed where necessary to ensure consistencies with those policies applied by the Group.

(b) Cash and cash equivalents

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

(c) 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. The consolidated entity has applied the simplified approach to measuring expected credit losses, which uses a lifetime expected loss allowance. To measure the expected credit losses, trade receivables have been grouped based on days overdue.

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

(d) Trade and other payables

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

(e) Exploration and evaluation expenditure

Exploration, evaluation and development expenditure incurred is accumulated in respect of each separately identifiable area of interest. These costs are only carried forward where the right of tenure for the area of interest is current and to the extent that they are expected to be recouped through the successful development and commercial exploitation of the area, or alternatively sale of the area, or where activities in the area have not yet reached a stage that permits reasonable assessment of the existence of economically recoverable reserves. Exploration and evaluation expenditure assets acquired in a business combination are recognised at their fair value at the acquisition date. Once the technical feasibility and commercial viability of the extraction of mineral resources in an area of interest are demonstrable, the exploration and evaluation assets attributable to that area of interest are first tested for impairment and then reclassified to mining development. Accumulated costs in relation to an abandoned area are written off in full against the result in the period in which the decision to abandon the area is made. A regular review is undertaken of each area of interest to determine the appropriateness of continuing to carry forward costs in relation to that area of interest.

Prospectus | TechGen Metals Limited

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04. FINANCIAL INFORMATION

(f) Issued capital

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. Costs directly attributable to the issue of new Shares or Options are shown as a deduction from the equity proceeds, net of any income tax benefit. Costs directly attributable to the issue of new Shares or Options associated with the acquisition of a business are included as part of the purchase consideration.

(g) Goods and Services Tax (GST) and similar taxes

Revenues, expenses and assets are recognised net of the amount of associated GST, unless the GST incurred is not recoverable from the tax authority. In this case it is recognised as part of the cost of the acquisition of the asset or as part of the expense.

Receivables and payables are stated inclusive of the amount of GST receivable or payable. The net amount of GST recoverable from, or payable to, the tax authority is included in other receivables or other payables in the financial information.

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

(h) Share-based payments

The Group measures the cost of equity-settled transactions with other parties by reference to the fair value of the goods or services received. Where the fair value of the goods or services cannot be reliably determined, or where the goods or services cannot be identified, the Group measures the cost of the transaction by reference to the fair value of the equity instruments granted.

(i) Critical accounting judgements estimates and assumptions

The directors evaluate estimates and judgments incorporated into the financial information 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.

(j) Exploration and evaluation costs

The application of the Group’s accounting policy for exploration and evaluation expenditure requires judgement in determining whether it is likely that future economic benefits are likely, which may be based on assumptions about future events or circumstances. Estimates and assumptions may change if new information becomes available. If after expenditure is capitalised information becomes available suggesting that the recovery of expenditure is unlikely, the amount capitalised is written off in the period when the new information becomes available.

Prospectus | TechGen Metals Limited

05 RISK FACTORS

05. RISK FACTORS

5.1 INTRODUCTION

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The Shares offered under this Prospectus are considered highly speculative. An investment in the Company is not risk free and the Directors strongly recommend potential investors to consider the risk factors described below, together with information contained elsewhere in this Prospectus, before deciding whether to apply for Shares and to consult their professional advisers before deciding whether to apply for Shares pursuant to this Prospectus.

There are specific risks which relate directly to our business. In addition, there are other general risks, many of which are largely beyond the control of the Company and the Directors. The risks identified in this section, or other risk factors, may have a material impact on the financial performance of the Company and the market price of the Shares.

The following is not intended to be an exhaustive list of the risk factors to which the Company is exposed.

5.2 ACQUISITION RISK

The Company has been granted options to acquire the Projects (either directly or through the acquisition of shares in the entities holding the relevant tenements) pursuant to the Acquisition Agreements (Refer to Section 11.1). There is a risk that conditions for completion of the acquisitions cannot be fulfilled and, in turn, that completion of the acquisitions will not occur.

If the acquisitions are not completed, the Company would have incurred significant costs without any material benefit to

Shareholders.

5.3 COMPANY SPECIFIC

(a) Limited history

The Company has limited operating history and limited historical financial performance. No assurance can be given that the Company will establish a resource or reserve in accordance with the JORC Code. Until the Company is able to realise value from the Projects, it is likely to incur ongoing operating losses .

(b) Reliance on Key Personnel

The Company’s operational success will depend substantially on the continuing efforts of senior executives. The loss of services of one or more senior executives may have an adverse effect on the Company’s operations. Furthermore, if the Company is unable to attract, train and retain key individuals and other highly skilled employees and consultants, its business may be adversely affected.

(c) Additional Requirements for Capital

The Company’s capital requirements depend on numerous factors. Depending on the Company’s ability to maintain its funds and/ or generate income from its operations, the Company may require further financing in the future. Any additional equity financing will dilute shareholdings, and debt financing, if available, may involve restrictions on financing and operating activities. If the Company is unable to obtain additional financing as needed, it may be required to reduce the scope of its operations and scale back exploration expenditure as the case may be.

(d) Exploration Risk

Potential investors should understand that mineral exploration and development are high-risk undertakings. There can be no assurance that exploration of the Projects, or any other tenements that may be acquired in the future, will result in the discovery of an economic ore deposit. Even if an apparently viable deposit is identified, there is no guarantee that it can be economically exploited.

The future exploration activities of the Company may be affected by a range of factors including geological conditions, limitations on activities due to seasonal weather patterns, 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 programmes prove to be unsuccessful this could lead to a diminution in the value of the Projects, a reduction in the cash reserves of the Company and possible relinquishment of the Projects.

The exploration costs of the Company are based on certain assumptions with respect to the method and timing of exploration. By their nature, these estimates and assumptions are subject to significant uncertainties and, accordingly, the actual costs may materially differ from these estimates and assumptions. Accordingly, no assurance can be given that the cost estimates and the underlying assumptions will be realised in practice, which may materially and adversely affect the Company’s viability.

Prospectus | TechGen Metals Limited

05. RISK FACTORS

(e) Tenure, access and grant of applications

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Mining and exploration tenements are subject to periodic renewal. There is no guarantee that current or future tenements and/ or applications for tenements will be approved.

As at the date of this Prospectus, 5 of the Company’s 12 tenements are still in an application phase. While the Company anticipates that the tenements in application will be granted, there is no guarantee that the pending tenement applications, or any future tenement applications, will be approved.

Tenements are subject to the applicable mining acts and regulations in Western Australia. The renewal of the term of a granted tenement is also subject to the discretion of the relevant Minister. Renewal conditions may include increased expenditure and work commitments or compulsory relinquishment of areas of the tenements 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 Company considers the likelihood of tenure forfeiture to be low given the laws and regulations governing exploration in Western Australia and the ongoing expenditure budgeted for by the Company. However the consequence of forfeiture or involuntary surrender of a granted tenements for reasons beyond the control of the Company could be significant.

(f) Operating and Development Risks

The Company’s ability to achieve production, development, operating cost and capital expenditure estimates on a timely basis cannot be assured.

The business of mining involves many risks and may be impacted by factors including ore tonnes, grade and metallurgical recovery, input prices (some of which are unpredictable and outside the control of the Company), overall availability of free cash to fund continuing development activities, labour force disruptions, cost overruns, changes in the regulatory environment and other unforeseen contingencies. Other risks also exist such as environmental hazards (including discharge of pollutants or hazardous chemicals), industrial accidents, occupational and health hazards, cave-ins and rock bursts. Such occurrences could result in damage to, or destruction of, production facilities, personal injury or death, environmental damage, delays in mining, increased production costs and other monetary losses and possible legal liability to the owner or operator of the mine. The Company may become subject to liability for pollution or other hazards against which it has not insured or cannot insure, including those in respect of past mining activities for which it was not responsible.

In addition, the Company’s profitability could be adversely affected if for any reason its production and processing of or mine development is unexpectedly interrupted or slowed. Examples of events which could have such an impact include unscheduled plant shutdowns or other processing problems, mechanical failures, the unavailability of materials and equipment, pit slope failures, unusual or unexpected rock formations, poor or unexpected geological or metallurgical conditions, poor or inadequate ventilation, failure of mine communications systems, poor water condition, interruptions to gas and electricity supplies, human error and adverse weather conditions.

(g) Mine Development Risk

Possible future development of mining operations of the Projects is dependent on a number of factors including, but not limited to, the acquisition and/or delineation of economically recoverable mineralisation, favourable geological conditions, receiving the necessary approvals from all relevant authorities and parties, seasonal weather patterns, unanticipated technical and operational difficulties encountered in extraction and production activities, mechanical failure of operating plant and equipment, shortages or increases in the price of consumables, spare parts and plant and equipment, cost overruns, access to the required level of funding and contracting risk from third parties providing essential services.

If the Company commences production of any of the Projects, its operations may be disrupted by a variety of risks and hazards which are beyond the control of the Company. No assurance can be given that

(h) Tenement Access (Native Title and Aboriginal Heritage)

The effect of present laws in respect of native title that apply in Australia is that mining tenements (including applications for mining tenements) may be affected by native tile claims or procedures, which may prevent or delay the granting of mining tenements, or affect the ability of the Company to explore and develop the mining tenements.

The Company’s tenements may be subject to native title claims. If so, before carrying out exploration activity on these tenements, the Company must notify the claimant group of the details of such exploration and give the claimant group the right to carry out a heritage survey over the land to determine if any sites or objects of significance exist. The Company must meet all of the claimant group’s costs in carrying out such survey.

Prospectus | TechGen Metals Limited

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05. RISK FACTORS

The Company may also be required to follow the standard procedures set out in any applicable Indigenous Land Use Agreements to ensure site or objects of significance to aboriginal people are identified before carrying out any ground disturbing works.

The Company might experience delays and cost overruns in the event it is unable to access the land required for its operations for these reasons.

(i) Environmental

The operations and proposed activities of the Company are subject to State and Federal laws and regulations concerning the environment. As with most exploration projects and mining operations, the Company’s activities are expected to have an impact on the environment, particularly if advanced exploration or mine development proceeds. It is the Company’s intention to conduct its activities to the required standard of environmental obligation, including compliance with all environmental laws.

Mining operations have inherent risks and liabilities associated with safety and damage to the environment and the disposal of waste products occurring as a result of mineral exploration and production. The occurrence of any such safety or environmental incident could delay production or increase production costs. Events, such as unpredictable rainfall, flood or bushfires may impact on the Company’s ongoing compliance with environmental legislation, regulations and licences. Significant liabilities could be imposed on the Company for damages, clean-up costs or penalties in the event of certain discharges into the environment, environmental damage caused by previous operations or non-compliance with environmental laws or regulations.

The disposal of mining and process waste and mine water discharge are under constant legislative scrutiny and regulation. There is a risk that environmental laws and regulations become even more onerous making the Company’s operations more expensive.

Approvals are required for land clearing and for ground disturbing activities. Delays in obtaining such approvals can result in the delay to anticipated exploration programmes or mining activities.

Further, under the Mining Rehabilitation Fund Act 2012 (WA) ( Mining Rehabilitation Fund Act ), the Company will be required to provide assessment information to the Department of Mines, Industry Regulation and Safety in respect of a mining rehabilitation levy payable for mining tenements granted under the Mining Act 1978 (WA) ( Mining Act ). The Company will be required to contribute annually to the mining rehabilitation fund established under the Mining Rehabilitation Fund Act if its rehabilitation liability is above $50,000. The Company’s rehabilitation liability estimate is currently less than $50,000. However, there is a risk that as the Company increases its activities in the future, that it may exceed this $50,000 threshold and it will therefore need to contribute to the Mining Rehabilitation Fund.

(j) Resources and Reserves

The Company has not defined in Reserves or Resources under the JORC Code. Even if the Company is able to do so, Reserve and Resource estimates are expressions of judgement based on knowledge, experience and industry practice. Estimates which were valid when initially calculated may alter significantly when new information or techniques become available. In addition, by their very nature resource and reserve estimates are imprecise and depend to some extent on interpretations which may prove to be inaccurate. Even if a resource is identified, no assurance can be provided that this can be economically extracted.

(k) Failure to satisfy Expenditure Commitments

The Project tenements are governed by the Western Australian mining acts and regulations. Each tenement is for a specific term and carries with it annual expenditure and reporting commitments, as well as other conditions requiring compliance. Consequently, the Company could lose title to or its interest in the tenements if conditions are not met or if insufficient funds are available to meet expenditure commitments.

(l) Force majeure

The Company’s projects now or in the future may be adversely affected by risks outside the control of the Company including labour unrest, civil disorder, war, subversive activities or sabotage, fires, floods, explosions or other catastrophes, epidemics or quarantine restrictions.

(m) 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 not currently engaged in any litigation.

Prospectus | TechGen Metals Limited

05. RISK FACTORS

(n) Insurance

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

(o) Regulatory risks

The Company’s exploration and development activities are subject to extensive laws and regulations relating to numerous matters including resource licence consent, conditions including environmental compliance and rehabilitation, taxation, employee relations, health and worker safety, waste disposal, protection of the environment, native title and heritage matters, protection of endangered and protected species and other matters. The Company requires permits from regulatory authorities to authorise the Company’s operations. These permits relate to exploration, development, production and rehabilitation activities.

Obtaining necessary permits can be a time consuming process and there is a risk that the Company will not obtain these permits on acceptable terms, in a timely manner or at all. The costs and delays associated with obtaining necessary permits and complying with these permits and applicable laws and regulations could materially delay or restrict the Company from proceeding with the development of a project or the operation or development of a mine. Any failure to comply with applicable laws and regulations or permits, even if inadvertent, could result in material fines, penalties or other liabilities. In extreme cases, failure could result in suspension of the Company’s activities or forfeiture of one or more of the tenements.

(p) Potential Acquisitions

As part of its business strategy, the Company may make acquisitions of, or significant investments in, complementary companies or prospects including those under the Acquisition Agreements. Any such transactions will be accompanied by risks commonly encountered in making such acquisitions.

(q) Reports regarding the Company and the Projects

If securities or industry analysts do not publish or cease publishing research or reports about the Company, its business or its market, or if they change their recommendations regarding the Company’s Securities adversely, the price of its Securities and trading volumes could be adversely affected.

The market for the Company’s Securities trading on ASX may be influenced by any research or reports compiled by securities or industry analysts. If any of the analysts who may cover the Company and its products change previously disclosed recommendations on the Company or for that matter its competitors, the price of its Securities may be adversely affected.

(r) The Company does not expect to declare any dividends in the foreseeable future

The Company does not anticipate declaring or paying any dividends to Shareholders in the foreseeable future. Consequently, investors may need to rely on sales of their Securities to realise any future gains on their investment.

(s) If the Company’s goodwill or intangible assets become impaired, it may be required to record a significant charge to earnings

Under Generally Accepted Accounting Standards the Company reviews its intangible assets for impairment when events or changes in circumstances indicate the carrying value may not be recoverable. Goodwill is required to be tested for impairment at least annually.

(t) Tenements held on Trust

Pursuant to section 64 of the Mining Act 1978 (WA), during the first year of the term for which the tenements are granted, a legal or equitable interest in or affecting the tenements shall not be transferred or otherwise dealt with, whether directly or indirectly, unless prior written consent to the dealing or other transaction in or affecting the interest is given by the Minister responsible for administration of the Act, or an office of the Department of Mines, Industry Regulation and Safety acting with the authority of the Minister.

Some of the Projects are applications and cannot be transferred in their first year of the term of grant unless consent of the Minister is obtained. Under the Acquisition Agreements, if any of the rights of the beneficial owners of the Projects are for any reason whatsoever not capable of being legally transferred to, conferred upon or exercised by the Company in the Company’s name, the Vendors transfer such rights to be exercised by the Company in the name of the Vendors as and with effect from settlement of the Acquisition Agreements and the Vendors shall hold such rights exclusively on trust for the benefit of the Company.

Prospectus | TechGen Metals Limited

05. RISK FACTORS

(u) Aboriginal Heritage Sites

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Holders of mining tenements in Western Australia are subject to the Aboriginal Heritage Act 1972 (WA), which protects sites that may be of spiritual, cultural or heritage significance to Aboriginal people ( Aboriginal Site ). The Minister’s consent is required where any use of land is likely to result in the excavation, alteration or damage to an Aboriginal site or any objects on or under that site. The existence of Aboriginal heritage sites within the Company’s projects may lead to restrictions on the areas that the Company will be able to explore and mine.

Parts of the Company’s Projects are subject to native title claims (see Schedule 1 of the Legal Report on the Projects).

(v) Going concern

The Company’s annual financial report for the half year ended 31 December 2020 includes a note on the financial condition of the Company and the existence of a material uncertainty about the Company’s ability to continue as a going concern.

As disclosed in the financial statements for the half year ended 31 December 2020, the Company incurred an operating loss after tax of $109,327 (2019: $6,371). These conditions indicate the existence of a material uncertainty that may cast significant doubt about the Company’s ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the successful completion of the Offer.

The Directors have determined that the Offer funds will be sufficient to allow for the exploration and evaluation activities in accordance with its current plans and to provide the necessary working capital to meet its commitments for a period of at least 24 months from the date from the Offer. The Company may also look to complete future equity offerings in order to raise additional capital as the business progresses.

Refer to Section 4.2 of this Prospectus, for further information regarding the Company’s ability to continue as a going concern.

5.4 GENERAL RISKS

The future prospects of the Company’s business may be affected by circumstances and external factors beyond the Company’s control. Financial performance of the Company may be affected by a number of business risks that apply to companies generally and may include economic, financial, market or regulatory conditions.

(a) General Economic Climate

Factors such as inflation, currency fluctuation, interest rates and supply and demand have an impact on operating costs, commodity prices and stock market prices. The Company’s future revenues and securities price may be affected by these factors, as well as by fluctuations in the price of commodities, which are beyond the Company’s control.

(b) Changes in Legislation and Government Regulation

Government legislation in Australia or any other relevant jurisdiction, including changes to the taxation system, may affect future earnings and relative attractiveness of investing in the Company. Changes in government policy or statutory changes may affect the Company and the attractiveness of an investment in it.

(c) Competition for Projects

The Company competes with other companies, including mineral exploration and production companies. Some of these companies have greater financial and other resources than the Company. As a result, such companies may be in a better position to compete for future business opportunities and there can be no assurance that the Company can effectively compete with these companies. In the event that the Company is not able to secure a new project or business opportunity this may have an adverse effect on the operations of the Company, its possible future profitability and the trading price of its securities, including the Securities offered under this Prospectus.

(d) Commodity Price Volatility and Exchange Rate Risk

If the Company achieves success leading to mineral production, the revenue it will derive through the sale exposes the potential income of the Company to commodity price and exchange rate risks. Commodity prices fluctuate and are affected by many factors beyond the control of the Company. Such factors include supply and demand fluctuations for precious and base metals, technological advancements, forward selling activities and other macro-economic factors. Furthermore, international prices of various commodities are denominated in United States dollars, whereas the income and expenditure of the Company 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.

Prospectus | TechGen Metals Limited

05. RISK FACTORS

(e) Market conditions

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

(i) general economic outlook;
(ii) introduction of tax changes or other new legislation;

(iii) interest rates and inflation rates;

(iv) changes in investor sentiment toward particular market sectors;
(v) the demand for, and supply of, capital; and
(vi) terrorism or other hostilities.

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

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

(f) COVID-19 risk

The outbreak of the coronavirus disease ( COVID-19 ) is impacting global economic markets. The nature and extent of the effect of the outbreak on the performance of the Company remains unknown. The Company’s Share price may be adversely affected in the short to medium term by the economic uncertainty caused by COVID-19. Further, any governmental or industry measures taken in response to COVID-19 may adversely impact the Company’s operations and are likely to be beyond the control of the Company. The Directors are monitoring the situation closely and have considered the impact of COVID-19 on the Company’s business and financial performance. However, the situation is continually evolving, and the consequences are therefore inevitably uncertain. If any of these impacts appear material prior to close of the Offer, the Company will notify investors under a supplementary prospectus.

(g) Currently no market

There is currently no public market for the Company’s Shares, the price of its Shares is subject to uncertainty and there can be no assurance that an active market for the Company’s Shares will develop or continue after the Offer.

The price at which the Company’s Shares trade on ASX after listing may be higher or lower than the Offer price and could be subject to fluctuations in response to variations in operating performance and general operations and business risk, as well as external operating factors over which the Directors and the Company have no control, such as movements in mineral prices and exchange rates, changes to government policy, legislation or regulation and other events or factors.

There can be no guarantee that an active market in the Company’s Shares will develop or that the price of the Shares will increase.

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

(h) Speculative Nature of 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 offered pursuant to this Prospectus carry no guarantee with respect to the payment of dividends, returns of capital or the market value of the securities.

Prospectus | TechGen Metals Limited

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06. INDEPENDENT GEOLOGIST’S REPORT

INDEPENDENT GEOLOGIST’S REPORT

Prepared for TECHGEN METALS LIMITED

Prepared by: F Repacholi-Muir BSc (Geol & Soil Sc), GradCertAppFin, MAIG February 2021

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1.0 INTRODUCTION

FRM Geological Services ( FRM ) was engaged by TechGen Metals Limited ( TechGen or the Company ) to provide an Independent Geologist’s Report ( IGR or the Report ) on the El Donna, Ida Valley, Harbutt Range, North Nifty, Blue Rock Valley, Station Creek and Mt Boggola Projects.

FRM understands that this Report is intended to be included in a prospectus ( Prospectus ) to be lodged by TechGen with the Australian Securities and Investments Commission ( ASIC ) in support of an initial public offer ( IPO ) for a minimum of 25,000,000 fully paid ordinary shares in the capital of the TechGen ( Shares ) and a maximum of 30,000,000 Shares, at an issue price of $0.20 per Share to raise between $5,000,000 and $6,000,000 (before costs) to facilitate a listing on the Australian Securities Exchange ( ASX ). The funds raised will be used for the purpose of the exploration and evaluation of TechGen’s Projects and for working capital purposes.

This IGR has been prepared, as a technical assessment report, in accordance with the rules and guidelines issued by such bodies as the ASIC and the ASX. Where exploration results, mineral resources or ore reserves have been referred to in this IGR, the classifications are consistent with the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves ( JORC Code ), prepared by the Joint Ore Reserves Committee of the Australasian Institute of Mining and Metallurgy, the Australian Institute of Geoscientists and the Minerals Council of Australia, effective December 2012; as well as the Code for the Technical Assessment and Valuation of Mineral and Petroleum Assets and Securities for Independent Expert Reports, 2015 Edition ( The VALMIN Code ).

The Competent Person for preparation of the report is Ms Felicity Repacholi-Muir; BSc (Geol & Soil Sc), GradCertAppFin. Ms Repacholi-Muir is a Member of the Australasian Institute of Geoscientists (MAIG #3417) with over 15 years of experience and has extensive professional experience with the geology of and has worked extensively in Western Australia. Ms Repacholi-Muir, the principal of FRM, has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity which she is undertaking to qualify as a Competent Person as defined by the 2012 JORC Code as incorporated in the ASX Listing Rules.

This Report has been prepared, as a technical assessment report by FRM strictly in the role of an independent expert. FRM does not, or have previously had, any material interest in TechGen or the mineral properties in which TechGen is acquiring an interest. FRM’s relationship with TechGen is solely one of professional association between client and independent consultant. This report is prepared in return for professional fees based on agreed commercial rates and the payment of these fees is in no way contingent on the results of this report. Payment of fees is in no way contingent upon the conclusions of this Report.

TechGen has agreed to indemnify FRM for any liability arising as a result of or in connection with the information provided by or on behalf of TechGen being incomplete, incorrect or misleading in any material respect. TechGen has confirmed in writing to FRM that, to its knowledge, the information provided by it (when provided) was complete and not incorrect or misleading in any material respect. FRM has no reason to believe that any material facts have been withheld and TechGen has confirmed in writing to FRM that it believes it has provided all material information available to it.

In preparing this report, FRM was reliant on relevant data collated and provided by TechGen as well as publicly available information regarding geology and previous exploration up to 4[th] February 2021. The

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principal source of information regarding TechGen’s assets were statutory reports prepared by previous tenement holders and their consultants and submitted to the Department of Mines, Industry Regulation and Safety ( DMIRS ) of Western Australia. FRM does not doubt the authenticity or substance of previous investigating reports. FRM has not however, carried out a complete audit of the information but has relied on previous reporting and documentation where applicable and has used this for research purposes with qualifications applied, where necessary. A draft of this Report was provided to TechGen to identify and address any factual errors or omissions prior to finalisation of the report.

The current ownership and legal standing of TechGen’s Projects is subject to a separate Solicitor’s Report which is set out in the Prospectus and these matters have not been independently verified by FRM. The present status of tenements listed in this Report is based on information provided by TechGen and the Report has been prepared on the assumption that the tenements will prove lawfully accessible for evaluation and development.

The author of this report is not qualified to provide extensive commentary on the legal aspects of the mineral properties or the compliance with the Western Australian Mining Acts. FRM has interrogated the websites of the DMIRS to confirm the validity of the tenements and aspects relating to the compliance with the various Government Acts and Regulations. This search has confirmed that the tenements are reported as being in good standing and that all tenement matters including annual reports and rents. As FRM is not an expert in the Mining Acts, no warranty or guarantee, be it express or implied, is made by the authors with respect to the completeness or accuracy of the legal aspects regarding the security of the tenure.

The Projects do not contain any Ore Reserves or Mineral Resources, as defined by the JORC Code. Under the definition provided by the ASX and in the VALMIN Code, the El Donna, Ida Valley, Harbutt Range, North Nifty, Blue Rock Valley, Station Creek and Mt Boggola Projects are classified as ‘exploration projects’, which are inherently speculative in nature. TechGen’s Projects are considered to be sufficiently prospective, subject to varying degrees of risk, to warrant further exploration and development of their economic potential, consistent with the programs proposed by TechGen.

FRM is of the opinion that TechGen has satisfactory and clearly defined exploration and expenditure programs which are reasonable having regard to the stated objectives of the Company. TechGen’s exploration programs are included in the report, they may be altered in view of results gained which could revise the emphasis of current priorities.

This report has an Effective Date of the 4[th] February 2021, this being the most recent date on which TechGen made material in its possession available to FRM and FRM is unaware of any material change since this date. FRM consents to the distribution of this Report in the form and content in which it appears.

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2.0 EXECUTIVE SUMMARY

This report covers the El Donna, Ida Valley, Harbutt Range, North Nifty, Blue Rock Valley, Station Creek and Mt Boggola Projects. The general location of these Projects is shown in Figure 1 and Table 1 details the tenement schedule. All geochemical and drill results with respect to previous exploration on the Projects are set out within Tables within the body of the Report or in Annexure A.

The El Donna Project is located 50km northeast of Kalgoorlie in the Goldfields Region of Western Australia. The Project comprises a single granted Exploration Licence, namely E27/0610. The project area covers Archaean greenstone terrane that is considered prospective for hosting structurally controlled lode gold deposits and has been the subject of a reasonable level of exploration. The principal area of interest is a colluvium and laterite covered area between two historic gold mining centres, the Mayday North Gold Mine to the north and the Penny’s Find Gold Mine to the south.

Previous drilling within the project has been mainly limited to shallow RAB drilling (<60m depth) in the immediate vicinity of and along strike from the El Donna Gold Prospects, with only intermittent relatively deep RC and diamond holes completed to assess the depth potential to the shallow supergene gold mineralisation.

Exploration to date has demonstrated extensive gold supergene mineralisation associated with zones of shearing, quartz veining and carbonate/sericite altered basalts. Diamond drilling has intersected primary gold-arsenopyrite-pyrite mineralisation structurally related to the supergene mineralisation.

Previous exploration notes that two principal quartz vein orientations are apparent at El Donna, a steeply southeast-plunging lode and a flat to gently dipping vein set within, but orthogonal to the strike of the northwest trending shear zone. Both vein orientations are interpreted to be mineralised, however the steeply dipping vein set is considered to offer greater potential for the discovery of high-grade gold mineralisation. This steeply dipping vein set will be the initial focus of TechGen’s exploration within the Project.

The Ida Valley Project is located 265km north-northwest of Kalgoorlie and 90km northwest of the town of Leonora. The Project comprises a granted Exploration Licence, namely E29/1053 and a pending Exploration Licence, namely E36/0979.

The Ida Valley Project lies within the northern sector of the Norseman-Wiluna Greenstone Belt with the area poorly understood due to lack of outcrop. Minimal exploration has been conducted within the Project. Drilling within the general area has confirmed the presence of remnant greenstones within the granites.

TechGen completed a soil auger geochemistry program over the Project. The program is interpreted to have delineated mafic units coherent with magnetic highs over the Mt Ida fault. Coherent north-south trending gold anomalies have been identified which warrant further investigation.

The Harbutt Range Project is located 320km east of the town of Newman on the edge of the Great Sandy Desert in the Pilbara Region. The Project comprises two granted Exploration Licences, namely E45/5294 and E45/5439.

The Harbutt Range Project lies within the Rudall Complex of the Proterozoic-aged Paterson Province. The project area is considered prospective for intrusive related copper-gold and sediment hosted base metal (copper-lead–zinc–silver) style mineralisation. Known prospects within the Harbutt Project include airborne electromagnetic related (Kaos, Control and Maxwell Prospects) and Induced Polarisation chargeability related (Ninety Nine, Anomaly A - E Prospects).

Limited drilling has been completed, with exploration focusing on the Maxwell Prospect. Drilling has intersected broad zones of pyrrhotite-pyrite ± chalcopyrite. Anomalous base metals were intersected;

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including 4m @ 0.23% Cu (BDRC007), 4m @ 0.16% Pb & 0.1% Zn (BDRC012), 8m @ 0.19% Zn (BDRC017) and 20m @ 0.13% Zn (BDRC020).

The North Nifty Project is located approximately 250km northeast of Newman in the East Pilbara Region. The Project comprises two Exploration Licence applications, namely E45/5506 and E45/5511.

The North Nifty Project lies within the Yeneena Basin which has been explored by a variety of companies since the discovery of the Telfer gold deposits in 1971. Exploration led to the discovery of the Nifty copper deposit in 1981 and subsequently the Maroochydore copper deposit.

The Project has experienced limited exploration with exploration to date focusing on the Hakea Prospect, a broad copper anomaly identified initially by lag sampling. A small aircore and RAB drilling program have been completed over the prospect.

The Blue Rock Valley Project is located 35km southeast of the Nanutarra Roadhouse and 175km west of Paraburdoo within the Ashburton Region. The Project comprises a granted Exploration Licence, namely E08/3030 and a pending Exploration Licence, namely E08/3276.

The Ashburton Mineral Field has a long history of gold, copper, silver, lead and zinc exploration. A small, high grade copper occurrence lies within the Project, referred to as Blue Rocks. Mineralisation exposed at the prospect consists of secondary copper minerals such as malachite, azurite and possibly cuprite. The extent of alluvial cover and paucity of previous exploration at the prospect leaves any potential extensions to the known mineralisation along strike and down-dip untested. Rock chip sampling within the vicinity of Blue Rocks has returned anomalous copper, silver and arsenic results. No drilling has been completed within the Project.

The Station Creek Project is located 70km to the southwest of Paraburdoo within the Ashburton Region of Western Australia. The Project is comprised of a single granted Exploration Licence. Minimal exploration has been completed to date. Limited drilling has targeted gossanous zones within the Ashburton and Capricorn Formations, returning elevated copper values.

TechGen completed rock chip sampling circa the Station Creek Prospects with copper results exceeding 50% Cu. A more extensive auger sampling program was completed with the auger sampling delineating an anomalous northwest trending copper zone. The anomalous zone correlates with the fault / shear zone which trends through the Bali East and Bali Lo Prospects and the Bali Copper Deposit to the west.

The Mt Boggola Project is located 60km to the south of Paraburdoo within the Ashburton Region. The Project comprises a granted Exploration Licence and a pending Exploration Licence.

Newcrest completed drilling at the Charlie Creek Prospect with anomalous copper results intersected, including 4m @ 1.56% Cu from 32m (PB09) and 4m @ 2.32% Cu from 12m (PB13).

A review of historic data identified a number of high-grade rock chip samples from previous explorers that had not been followed up with any further work. Northern Star completed rock chip sampling campaigns designed to follow up and validate previous results. Several malachite-rich shear zones and moderately dipping quartz breccia bodies were identified. Several of these exhibited significant gold and copper mineralisation.

Exploration Budget

TechGen have provided to FRM Geological Services ( FRM ) their proposed exploration expenditure for the two-year period following the capital raising with $2,458,750 (or $3,093,500 based on the maximum subscription) of direct exploration expenditure which is detailed in Table 2. This is the primary use of funds in the proposed capital raising.

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TechGen is intending to focus their expenditure on expenditure on geochemical surveys, drilling and geophysical surveys. FRM has reviewed TechGen’s proposed exploration activities and is of the opinion that the funds raised will be sufficient for the proposed program, in line with the current costs of exploration and that the programs are appropriate for the mineral potential and status of the Projects.

Figure 1: Project Locations

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1.0 INTRODUCTION ................................................................................................................................. 2 2.0 EXECUTIVE SUMMARY ...................................................................................................................... 4 3.0 TENURE ........................................................................................................................................... 10 4.0 EL DONNA PROJECT ........................................................................................................................ 12 4.1 LOCATION & ACCESS ................................................................................................................... 12 4.2 GEOLOGY AND MINERALISATION ............................................................................................... 13 Regional Setting ............................................................................................................................ 13 Project Geology ............................................................................................................................ 14 Mineralisation .............................................................................................................................. 15 4.3 EXPLORATION HISTORY ............................................................................................................... 16 5.0 IDA VALLEY ...................................................................................................................................... 21 5.1 LOCATION, ACCESS & TENURE .................................................................................................... 21 5.2 GEOLOGY ..................................................................................................................................... 21 Regional Setting ............................................................................................................................ 21 Project Geology ............................................................................................................................ 21 5.3 EXPLORATION HISTORY ............................................................................................................... 22 6.0 HARBUTT RANGE PROJECT ............................................................................................................. 26 6.1 LOCATION & ACCESS ................................................................................................................... 26 6.2 GEOLOGY AND MINERALISATION ............................................................................................... 26 Regional Setting ............................................................................................................................ 26 Project Geology ............................................................................................................................ 28 Mineralisation .............................................................................................................................. 29 6.3 EXPLORATION HISTORY ............................................................................................................... 30 7.0 NORTH NIFTY PROJECT ................................................................................................................... 34 7.1 LOCATION & ACCESS ................................................................................................................... 34 7.2 GEOLOGY AND MINERALISATION ............................................................................................... 34 Regional Setting ............................................................................................................................ 35 Mineralisation .............................................................................................................................. 35 7.3 EXPLORATION HISTORY ............................................................................................................... 36 8.0 BLUE ROCK VALLEY PROJECT .......................................................................................................... 38 8.1 LOCATION & ACCESS ................................................................................................................... 38

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8.2 GEOLOGY AND MINERALISATION ............................................................................................... 39 Regional Setting ............................................................................................................................ 39 Project Geology ............................................................................................................................ 39 Mineralisation .............................................................................................................................. 39 8.3 EXPLORATION HISTORY ............................................................................................................... 41 9.0 STATION CREEK PROJECT ................................................................................................................ 43 9.1 LOCATION & ACCESS ................................................................................................................... 43 9.2 GEOLOGY AND MINERALISATION ............................................................................................... 43 Regional Setting ............................................................................................................................ 43 Project Geology ............................................................................................................................ 43 Mineralisation .............................................................................................................................. 43 9.3 EXPLORATION HISTORY ............................................................................................................... 43 10.0 MT BOGGOLA PROJECT ................................................................................................................. 45 10.1 LOCATION & ACCESS ................................................................................................................. 45 10.2 GEOLOGY AND MINERALISATION ............................................................................................. 46 Regional Setting ............................................................................................................................ 46 Project Geology ............................................................................................................................ 46 Mineralisation .............................................................................................................................. 46 10.3 EXPLORATION HISTORY............................................................................................................. 46 11.0 PROPOSED EXPLORATION AND USE OF FUNDS ............................................................................ 50 12.0 DECLARATION ............................................................................................................................... 52 13.0 PRINCIPAL SOURCES OF INFORMATION ....................................................................................... 54 14.0 GLOSSARY ...................................................................................................................................... 57 Table 1: TechGen Metals Limited Tenement Schedule as at 4[th] February 2021 .................................. 10 Table 2: Summary of proposed exploration budget ............................................................................. 52 Figure 1: Project Locations ...................................................................................................................... 6 Figure 2: Regional Geological Setting of the El Donna Project with surrounding gold occurrences .... 14 Figure 3: Simplified geology of the key El Donna Prospect Areas (modified from ASX.CLN Announcement 22[nd] December 2006) .................................................................................................. 15

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Figure 4: Historical workings at the Star Prospect ................................................................................ 19 Figure 5: Summary of exploration completed to date at the El Donna Project ................................... 20 Figure 6: El Donna Project, Cross Section 6,627,420mN looking north (see Figure 3 for location) ..... 20 Figure 7: Regional Geological Setting of the Ida Valley Project ............................................................ 22 Figure 8: Sample location of IR32 at Anomaly A, rubbly outcrop of cleaved, silicified, sheared ultramafic .............................................................................................................................................. 25 Figure 9: Summary of exploration completed to date at the Ida Valley Project .................................. 25 Figure 10: Paterson Province, showing the Harbutt Range and North Nifty Projects and surrounding mineral occurrences ............................................................................................................................. 28 Figure 11: Harbutt Range - Airborne EM over Airborne Magnetics, IP chargeability related prospects and mineral occurrences ...................................................................................................................... 30 Figure 12: Maxwell Prospect Drillholes and Significant Intersections .................................................. 33 Figure 13: Harbutt Range Project, Maxwell Prospect Cross Section (modified from ASX.RTR Announcement 11[th] March 2013) ......................................................................................................... 34 Figure 14: Regional Geological Setting of the North Nifty Project with Exploration Completed to Date .............................................................................................................................................................. 36 Figure 15: Ashburton Basin, TechGen Projects and surrounding mineralisation occurrences ............ 38 Figure 16: Geology and surrounding mineralisation of the Blue Rock Valley Project .......................... 41 Figure 17: Exploration completed to date on the Blue Rock Valley tenement including rock chip sampling ................................................................................................................................................ 42 Figure 18: Exploration completed to date on the Station Creek tenement including rock chip sampling ................................................................................................................................................ 45 Figure 19: Charlie Creek Prospect Cross Section .................................................................................. 47 Figure 20: Exploration completed to date on the Mt Boggola tenement including drill holes completed by Newcrest all geochemical sampling ............................................................................... 49 ANNEXURE A: Significant Drillhole Intercepts ANNEXURE B: JORC Code Table 1, Sections 1 & 2

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3.0 TENURE

Details of the TechGen Metals Limited tenements are included in Table 1 and project locations are shown in Figure 1.

Table 1: TechGen Metals Limited Tenement Schedule as at 4[th] February 2021

Project	Licence	Hold	Application	Grant	Expiry	Expenditure	Area1
		er	Date	Date	Date	Commitment	(km2)
El Donna	E27/0610	TASEX	30/04/2018	5/02/2020	4/02/2025	$15,000	14
Ida Valley	E29/1053	BB	24/08/2018	5/07/2019	04/07/2024	$20,000	39
Ida Valley	E36/0979	BB	01/08/2019	Pending			75
Harbutt Range	E45/5294	TASEX	06/07/2018	18/03/2019	17/03/2024	$20,000	63
Harbutt Range	E45/5439	BRIB	18/02/2019	25/02/2020	24/02/2025	$99,000	313
North Nifty	E45/5506	TASEX	11/06/2019	Pending			32
North Nifty	E45/5511	TASEX	11/06/2019	Pending			16
Blue Rock Valley	E08/3030	BRK	14/09/2018	24/02/2020	23/02/2025	$32,000	101
Blue Rock Valley	E08/3276	TECH GEN	29/09/2020	Pending			101
Station Creek	E08/2946	BRIB	27/09/2017	3/12/2018	01/212/2023	$20,000	54
Mt Boggola	E08/2996	TASEX	17/05/2018	9/10/2019	08/10/2024	$20,000	63
Mt Boggola	E08/3269	TECH	18/09/2020	Pending			116

1Area refers to granted area or in the case of applications the “first-in-time” priority to grant

Notes on Ownership Acronyms:

TASEX refers to Tasex Geological Services Pty Ltd BB refers to Blue Bull Gold Pty Ltd BRK refers to Blue Rock Valley Pty Ltd BRIB refers to Blue Ribbon Mines Pty Ltd TECHGEN refers to TechGen Metals Ltd

The El Donna Project comprises a single granted Exploration Licence, namely E27/0610. The licence covers an area of 14km[2] . Tasex Geological Services Pty Ltd is the registered holder, TechGen has entered into a term sheet with Tasex Geological Services Pty Ltd to acquire a 100% interest in the tenement.

The El Donna Project overlies the Hampton Hill Pastoral Lease (PL N049710). The tenement is subject to the Maduwongga Native Title Claim (WC2017/001) and the southern portion of the tenement overlies a registered aboriginal site, being Lake Yindarlogooda, Mammu Tjukurrpa (site reference 30602).

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The Ida Valley Project comprises a granted Exploration Licence, namely E29/1053 and a pending Exploration Licence, namely E36/0979. The licences cover an area of 114km[2] . Blue Bull Gold Pty Ltd is the registered holder of both tenements, TechGen has entered into a term sheet with Blue Bull Gold Pty Ltd to acquire a 100% interest in the tenement.

The Ida Valley Project overlies the Sturt Meadows Pastoral Lease (PL N050635) and an area described as an “Other Heritage Place” titled Ida Valley (reference number 2895). The Other Heritage Place covers less than 5% of the area of the tenement.

The Harbutt Range Project comprises two granted Exploration Licences, namely E45/5294 and E45/5439. The licences cover an area of 376km[2] . Tasex Geological Services Pty Ltd is the registered holder of E45/5294 and Blue Ribbon Mines Pty Ltd is the registered holder of E45/5439. TechGen has entered into a term sheet with Tasex Geological Services Pty Ltd to acquire a 100% interest in E45/5294 and with Blue Ribbon Mines Pty Ltd to acquire a 100% interest in E45/5439.

The Project is subject to the Martu and Ngurrara native title determination (WCD2002/002) which incorporates several Indigenous Land Use Agreements (ILUA). Tenement E45/5294 overlies an area described as an “Other Heritage Place” titled Mt Cotton (reference number 6921). The Other Heritage Place covers less than 1% of the area of the tenement. Tenement E45/5439 overlies several registered aboriginal sites and one area described as an “Other Heritage Place”. The registered sites are; Curanell (reference number 6440) which covers less than 5% of the tenement, Teewalteewal (reference number 6441) which covers less than 5% of the tenement, and Harbutt Range (reference number 6704) which is a “Mythological, Birth Place, Hunting Place and Water Source” and covers the central portion of the tenement; and Winakarugina Cave (reference number 7100) which covers less than 1% of the tenement. The “Other Heritage Place is Bpindudpindu (reference 6457) which covers less than 5% of the most south western corner of the tenement.

The North Nifty Project comprises two Exploration Licence applications, namely E45/5506 and E45/5511. The licences covers an area of 47km[2] . Tasex Geological Services Pty Ltd is the registered holder of both tenements. TechGen has entered into a term sheet with Tasex Geological Services Pty Ltd to acquire a 100% interest in the tenements.

The Project is subject to the Martu and Ngurrara native title determination (WCD2002/002) which incorporates several Indigenous Land Use Agreements (ILUA).

The Blue Rock Valley Project comprises a granted Exploration Licence, namely E08/3030 and a pending Exploration Licence, namely E08/3276. The licences cover an area of 165km[2] . Blue Rock Valley Pty Ltd is the registered holder of E08/3030 and TechGen is the registered holder of E08/3276. TechGen has entered into a term sheet with Blue Rock Valley Pty Ltd to acquire a 100% interest in E08/3030.

The Blue Rock Valley Project overlies the Wyloo Pastoral Lease (PL N050360), the Glen Florie Pastoral Lease (PL N050594) and the Nanutarra Pastoral Lease (PL N049833).

Tenement E08/3030 is subject to the Thudgari People native title determination (WCD2009/002) (as to 94.77% of the area of the tenement) and the Combined Thiin-Mah, Warriyangka, Tharrikari and Jiwarli native title determination (as to 1.91% of the area of the tenements) each of which incorporate Indigenous Land Use Agreements (ILUA). Tenement E08/3030 overlies areas described as an “Other Heritage Place” being Carlamurlyanggu (reference 6753) affecting the western portion of the tenement and Glen Florrie Station (reference 11031) covering less than 1% of the area of the tenement.

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Tenement E08/3276 is subject to the Puutu Kunti Kurrama People and Pinikura people #1 and #2 native title determination (WCD2015/003) with multiple Indigenous Land Use Agreements (ILUA); and the Thudgari People native title determination (WCD2009/002) (as to 32.62% of the area of the tenement).

The Station Creek Project comprises a single granted Exploration Licence, namely E08/2946. The licence covers an area of 54km[2] . Blue Ribbon Mines Pty Ltd is the registered holder of E08/2946. TechGen has entered into a term sheet with Blue Ribbon Mines Pty Ltd to acquire a 100% interest in the tenement.

The Station Creek Project overlies, in part, the Ashburton Downs Pastoral Lease (PL N050036). Tenement E08/2946 is subject to the Jurruru People Part A native title determination (WCD2015/002) which incorporates an Indigenous Land Use Agreement (ILUA).

The Mt Boggola Project comprises a granted Exploration Licence, namely E08/2996 and a pending Exploration Licence, namely E08/3269. The licences cover an area of 115km[2] . Tasex Geological Services Pty Ltd is the registered holder of E08/2996 and TechGen is the registered holder of E08/3269. TechGen has entered into a term sheet with Tasex Geological Services Pty Ltd to acquire a 100% interest in E08/2996.

The Mt Boggola Project overlies, in part, the Pingandy Pastoral Lease (PL N050510). The Project is subject to the Nharnuwangga Wajarri and Ngarlawangga native title determination (WCD2000/001) (as to 48.53%% of the area of the tenement) which incorporates an Indigenous Land Use Agreements (ILUA); the Jurruru #2 claim (WC2012/012) (as to 51.47% of the area of the tenement); and the Yinhawangka Gobawarrah claim (WC2016/004) (as to 51.47% of the area of the tenement).

FRM Geological Services has not independently validated mineral tenures, the status of access agreements and applicable royalty of Joint Venture Agreements (if any). These aspects are dealt with in the relevant section of the Prospectus. FRM has made all reasonable enquiries regarding the status of these tenements and confirms that to the best of FRM’s knowledge these tenements remain in good standing with all statutory filings, reports and documentation, including renewals have been supplied to the various government departments. The present status of tenements, agreement and legislation in this report is based on information provided by TechGen. The Report has been prepared on the assumption that exploration and future development of the Project will prove to be lawfully accessible for evaluation and development. Refer to the Solicitors Report within the Prospectus for additional details.

4.0 EL DONNA PROJECT

4.1 LOCATION & ACCESS

The El Donna Project is located 50km northeast of Kalgoorlie in the Goldfields Region of Western Australia. The Project is located within the Northeast Coolgardie Mineral Field and lies on the Kurnalpi (SH51-10) 1:250,000 map sheet and the Gindalbie (3237) 1:100,000 map sheets.

Access is from Kalgoorlie via the sealed road to Kanowna then along the unsealed Kurnalpi-Prinjin road which passes to the immediate south of the project. Well maintained station tracks and fence lines provide additional access to the Project.

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The physiography of the general area is flat to gently undulating, dominated by alluvium covered plains to the immediate north of Lake Penny. Vegetation cover throughout the project area is characterised by open eucalyptus woodlands which pass into open saltbush plains to the south and north. The principal land use is cattle and sheep grazing.

4.2 GEOLOGY AND MINERALISATION

Regional Setting

The El Donna Project lies within the Archean Norseman-Wiluna greenstone belt of Western Australia’s Yilgarn Craton. The greenstone belt has been divided into a number of geological terranes separated by several significant regional-scale faults. The project area lies within the Kurnalpi Terrane. The Project is covered by the Gindalbie 1:100,000 and Kurnalpi 1:250,000 map sheets.

The Kurnalpi Terrane consists of a thick mafic to felsic volcanic sequence which overlies a succession of ultramafic to mafic volcanic units with intercalated metasediments and banded iron formation. These units have been subject to tight folding and strike slip faulting resulting in a strong northwest to northeast trending fabric, which hosts the regionally significant Hampton and Queen Lapage structural zones. These structural zones extend over a north-south strike length of at least 90 km and are intimately associated with several historic gold mining centres including Gindalbie, Bulong and Queen LapageJubilee.

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Figure 2: Regional Geological Setting of the El Donna Project with surrounding gold occurrences

Project Geology

The geology of the El Donna Project is dominated by a sequence comprising basaltic to gabbroic rocks with occasional shale, mudstone and minor ultramafic lenses. These units have been subject to lower greenschist facies metamorphism, which has resulted in a widespread chlorite-carbonate alteration and localised areas of pyrite and sericite alteration. The project area is overlain by a deep regolith profile comprising mottled and pallid clays, overlying saprolite that leads to recognisable bedrock at a maximum vertical depth of 110m. Outcrop within the licence area is poor, with surface exposure limited to the southernmost portion of the Project.

At least two parallel north-westerly trending shears zones are interpreted to traverse the project area. Based on the results of previous exploration these shears are interpreted to dip steeply to the southwest.

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Figure 3: Simplified geology of the key El Donna Prospect Areas (modified from ASX.CLN Announcement 22[nd] December 2006)

Mineralisation

The shear zones outlined above host several gold occurrences to the immediate north and south of the El Donna Project including the Mayday North, Eldorado, Garibaldi and Penny’s Find workings (refer Figure 2).

The Mayday North Gold Mine (Bardoc Gold Limited, ASX:BDC) is located 2km north of the El Donna Project. Supergene mineralisation has previously been exploited in a small open pit. The Mayday North Gold Mine has a JORC Inferred Mineral Resource of 1.41Mt @ 1.7g/t at 79,300oz (ASX.BDC Announcement 25[th] February 2020).

Primary gold mineralisation at Mayday North occurs in a tabular, brecciated zone adjacent to the sheared contact between an amphibole basalt and a chloritic basalt while the broader mineralisation is associated with steeper north-south mineralised structures. Sulphide veining and brittle fracturing filled with silica, pyrite and arsenopyrite are the dominant hosts of mineralisation. A moderate weathering

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profile has developed over the Mayday North deposit and is typically oxidised to 40m below surface. Distinct depletion and remobilisation of gold is evident within the oxide profile (ASX.BDC Announcement 25[th] February 2020).

The Penny’s Find Gold Mine (Ominex Limited, ASX:ONX) is located 3.5km south of the El Donna Project. The area has been previously mined and has a JORC Indicated and Inferred Mineral Resource of 248,000t @ 7.04g/t Au for a total of 56,000 ounces Au, comprised of an Indicated Resource of 38,000oz @ 8.06g/t Au and an Inferred Resource of 18,000oz @ 5.57g/t Au (ASX.ONX Announcement 7[th] May 2019). The high-grade gold mineralisation at Penny’s Find is hosted by quartz veins at the contact between sediments and basalt.

There are various gold prospects within the El Donna Project, with previous exploration showing the El Donna 2, El Donna 4 and El Donna 7 Prospects to be the most significant. Gold mineralisation encountered to date within the El Donna Project shows a strong supergene component and a close spatial relationship to the interpreted northwest trending shear zones. Primary gold mineralisation has been encountered at depth along these shear zones associated with extensive quartz veining and disseminated pyrite and arsenopyrite mineralisation and strong carbonate-sericite alteration within basalt.

4.3 EXPLORATION HISTORY

Previous exploration activities within the general El Donna Project area commenced in the late 1890s with prospectors moving away from the finds of Kalgoorlie and Kanowna. These activities were successful in locating payable gold mineralisation at Mayday, Eldorado and Penny’s Find. Gold production peaked in the early 1910s followed by an extended period of decline. More modern efforts commenced in the late 1960s with base metal exploration. Increasing gold prices in the late 1970s sparked a new era of exploration in the region, culminating in the discovery of the Kanowna Belle gold deposit in the mid 1980s.

A large amount of drilling has previously been completed within the Project identifying some areas of supergene and primary gold anomalism. Drilling completed and compiled to date includes 740 Rotary Air Blast (“RAB”) holes, 32 RC holes & 6 diamond drill holes for 49,221 metres of drilling.

Exploration completed to date is summarised below. Figure 5 shows all drill collars and significant drill intersections. Significant drill intersections for all drilling is tabulated in Annexure A of this Report.

Modern exploration of the El Donna Project commenced in the 1980s when City Resources (WA) Pty Limited and Esso Australia and Production Inc. , as part of a larger Joint Venture Project carried out reconnaissance soil sampling, aeromagnetic geophysical surveying and wide spaced RAB drilling. This work outlined a number of gold and arsenic RAB geochemical anomalies extending over a 2 km strike length in the El Donna Prospect area. WAMEX Reports A017695, A018578, A019978, A022937

During 1988 to 1993, Geopeko Limited held a large tenement area which included the El Donna Project area. Geopeko undertook ground magnetics, soil sampling (location unknown) and RAB drilling. A total of 234 RAB holes were completed within the project area.

Better gold intersections from this drilling that lie within the El Donna Project include 2m @ 17g/t Au from 36m (ES100), 4m @ 1.85g/t Au from 48m (ES169), 4m @ 1.50g/t Au from 52m (ES179), 6m @ 1.69g/t Au from 60m (ES057) and 4m @ 2.50g/t Au from 40m (ET2_15). The presence of gold and arsenic

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mineralisation was confirmed within the area, however Geopecko considered the mineralisation to be weak and deep for further exploration. WAMEX Reports A033041, A034436, A039760, A039761, A039764, A039765, A039766, A039768, A039775, A039777

Prospecting Licence P27/1251 was granted to Defiance Mining NL during 1992. The lease was on sold to Rubystar Nominees and has been under various Joint Venture Agreements, with parties including Crosesus Mining NL, Hunter Exploration NL, White Gold Mining, Empire Resources Ltd and Ruby Star Nominees.

The tenement lies in the southwest corner of the current project area, covering a section of a regional structure known as the Gindalbie-Mayday-Queen Lapage lineament and adjoining ground. Work completed included rock chip sampling, soil sampling and RAB drilling of 2 holes (namely EDNR501 & EDNR502). WAMEX Reports A048973, A056933, A059005, A067550, A069989, A071383, A073626

From 1993 to 1994, Sovereign Resources compiled all previous data and undertook a concerted phase of exploration. Sovereign completed RAB drilling (320 holes), RC drilling (5 holes) and diamond drilling (3 holes). A small helimag survey was undertaken around the El Donna prospects.

Better results from the RAB drilling included 4m @ 2.61g/t Au from 48m (ED116), 4m @ 2.76g/t Au from 38m (ED122), 4m @ 2.38g/t Au from 38m (ED022), 4m @ 2.35g/t Au from 36m (ED235) and 4m @ 2.75g/t Au from 68m (hole ED248). The RAB drilling suggested that mineralisation in the oxide profile is localised around redox fronts in the saprolite and in quartz veined shears.

Subsequent RC and diamond drilling demonstrated that much of the shallow gold mineralisation was localised at the saprolite-fresh rock interface, but also associated with shear zone-hosted quartz veins.

Deeper drilling to test the downdip potential of the El Donna 2 Prospect intersected a broad zone of low-grade gold mineralisation associated with disseminated pyrite and arsenopyrite mineralisation within carbonate-sericite altered and quartz veined basalt. The main mineralised zone extending from a downhole depth of 341.4m in EDD003 returned an average grade of 1.5 g/t Au over a 21m length and included 5.2m grading 3.0 g/t Au from a downhole depth of 350m. Inspection of the drill core from diamond hole EDD003 at the El Donna 2 Prospect showed that the gold mineralisation is associated with zones of extensive quartz veining and coarse breccias of altered basalt (sericite-arsenopyrite-pyrite alteration). Late-stage unmineralised quartz veins appear to crosscut the main mineralised zone.

Based on structural measurements collected from oriented diamond drill core in hole EDD3, the main mineralised zone was interpreted to strike to the northwest, dip steeply to the southwest and plunge steeply towards the south. WAMEX Report A043448

Wiluna Mines Ltd entered into a Joint Venture with Sovereign Resources during 1994 and focused on the evaluation of the potential for shallow, oxide gold deposits. Work completed during this period included lag and rock chip geochemical sampling, and RAB (184 holes) and RC (27 holes) drilling.

RAB drilling was designed to test the strike extensions of gold-arsenic trends and interpreted aeromagnetic anomalies with a view to assessing the potential for near surface oxide mineralisation outside the established prospect areas. Wiluna Mines drew the conclusion that strong zones of carbonate-sericite-sulphide alteration and quartz veining with anomalous gold and arsenic mineralisation could be traced along strike of the western and central RAB anomalies.

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RC drilling was designed to test gold-arsenic anomalies and to follow up the better intercepts previously returned. Better RC gold intersections included 3m @ 17.9g/t Au from 96m (GRC15), 8m @ 2.23g/t Au from 32m (GRC27), 6m @ 2.36g/t Au from 108m (hole GRC13), and 2m @ 8.23g/t Au from 50m (GRC07).

Wiluna Mines stated that diamond drilling was required to elucidate the stratigraphic-structural controls on gold mineralisation within the broader alteration system. WAMEX Reports A047908, A050756

Colonial Resources Ltd initially focused on data acquisition and compilation for the purpose of the lodgement of a Prospectus in 2006. Colonial completed 3 diamond drill holes, namely EDD004 - EDD006. The drillholes were designed to target the historic intersection in EDD003. Drilling did not intersect the expected target and Colonial stated that the geology is more complex and mineralisation appearing to be less steeply dipping that previously thought. Colonial surmised that this would open up other potential targets on the project. WAMEX Reports A073869, A076340, A080063, A085547, A090697

During 2019 TasEx Geological Services and TechGen Metals commenced compilation of all historic exploration work, including drillhole database compilation and processing of available airborne magnetics data. Field visits were completed during the process.

Late 2020, TechGen engaged geological consultants Han-Ree Holdings Pty Ltd (Han-Ree) to assess previously completed exploration and to complete mapping of the El Donna Project. Han-Ree completed traverses along all access tracks to and within the project and traverses of the main grid-line tracks from which drilling of the central project area was completed. The surface geology of the project was mapped, potential drill-targets were investigated, and drill collar positions were confirmed.

Geological mapping concluded that the majority of the ground within the Project (bar a small area in the south surrounding the Star Prospect) is covered by transported sediment and can only be explored through drilling. Detailed geophysical surveys may assist target definition.

Han-Ree stated that the El Donna 2, El Donna 4 and El Donna 7 Prospects have untested potential and that further exploration of these prospects is warranted. The El Donna 2 and El Donna 4 Prospects have sufficient drilling to enable the modelling of alteration, lithology and mineralisation to effectively design drillholes to better test the mineralisation than has been previously achieved by historical exploration. The El Donna 7 Prospect has been the subject of less drilling, with drilling proposed by Han-Ree to constrain the orientation of the mineralisation near the discovery hole.

At the Star Prospect, historical workings followed a set of quartz veins oriented about 325°/75° northeast within a shear zone approximately 1m thick and having a similar orientation to the veins (refer Figure 4). Shallow, vertical RAB drillholes completed by Geopecko did not produced significant assays however it is possible that the holes passed through an upper leached zone of the gold mineralisation and no deeper holes have ever been drilled. Han-Ree proposed some deeper drill-holes designed to intersect the mineralised shear at greater depth.

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Figure 4: Historical workings at the Star Prospect

Additionally, an aircore drilling program was recommended by Han-Ree to test the area between the Star Prospect and the El Donna Prospects. This corridor is underlain by the main regional shears and is poorly tested, with previously RAB drillholes being widely spaced.

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Figure 5: Summary of exploration completed to date at the El Donna Project

Figure 6: El Donna Project, Cross Section 6,627,420mN looking north (see Figure 3 for location)

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5.0 IDA VALLEY

5.1 LOCATION, ACCESS & TENURE

The Ida Valley Project is located 265km north-northwest of Kalgoorlie and 90km northwest of the town of Leonora in the Goldfields Region of Western Australia. The Project is located within the North Coolgardie and the East Murchison Mineral Fields and lies on the Leonora (SH51-01) 1:250,000 map sheet and the Mount Alexander (2940), Munjeroo (2941), Wilbah (3040) and the Wildara (3041) 1:100,000 map sheets.

Access is initially via the sealed Goldfields Highway to Leonora, then the Old Agnew - Leonora Road from Leonora. The southern portion of the Project is accessed via the Ida Valley Road to the Ida Valley Homestead and then via fencelines and bore access tracks in a northerly direction. Alternatively, the northern portion can be accessed via the various fencelines and bore access tracks that head west from the Bannockburn minesite area. Station tracks, fence lines and exploration tracks provide additional access to the Project.

The landscape of the Ida Valley Project area varies between flat-lying and hilly, with large areas of alluvial floodplain, colluvium, and shallow soils over granite. Ridges and low hills of greenstones with quartz float are common. Granite outcrops are generally more subdued, as flat sheets or boulder style outcrops. Drainage is generally north to south, in wide, mulga-covered alluvial plains.

Vegetation reflects the underlying lithological units. Flood plains are characterised by small shrubs and mulga, creek beds by cassia, mallee and minor sandalwood, colluvium by mulga, sheoaks, kurrajong and small shrubs and sand plains by spinifex grasses and mallee.

5.2 GEOLOGY

Regional Setting

The Ida Valley Project lies within the northern sector of the Norseman-Wiluna Greenstone Belt in the Eastern Goldfields Province of the Archean Yilgarn Craton, refer Figure 1. This is an attenuated belt characterised by major wrench faults which are traceable over hundreds of kilometres with at least two phases of complex folding and common steep dips. Peak metamorphism is upper greenschist to lower amphibolite facies.

The general area is bounded to the west by the Wildara Shear and to the east by the CliffordMinnieritchie fault which is the local equivalent of the Mt George Shear. The western margin of the greenstone package is defined by the Bannockburn shear which is an east dipping structure and truncates the shallow stratigraphy to the east. Granite/gneiss lies between the Wildara and Bannockburn shears.

The Ida Valley Project is located on the Leonora 1:250K map sheet (SH51-01), the geology of the Leonora area is well documented by the GSWA (Thom and Barnes, 1977).

Project Geology

Surface geology of the area is not well understood due to lack of outcrop. Mapping to date has largely not identified remnant greenstones within the granites in the general area, presumably due to the extensive transported cover and lack of preserved outcrop.

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Magnetic anomalies from regional data have been interpreted as remnant greenstones in a highly strained gneissic terrane. It is interpreted that the underlying geology comprises a similar stratigraphy to that of Lawlers Anticline to the north, with the magnetic signature indicating the continuation of this stratigraphy. Further to this, drilling to the north and east of the Project, has intersected granitic rocks and metamorphosed amphibolites, confirming the presence of remnant greenstones within the granites.

Recent field traverses completed by TechGen whilst geochemical sampling was being undertaken located exposed faults and the presence of ultramafics and metasediments. The project geology of the area will be further interrogated during upcoming geological and structural mapping.

Figure 7: Regional Geological Setting of the Ida Valley Project

5.3 EXPLORATION HISTORY

A search of the WAMEX database revealed that minimal exploration has been conducted in the area covered by the Ida Valley Project. Early exploration focused on the Archaean aged granites which were believed to be potential uranium source rocks for calcrete carnotite mineralisation.

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Exploration completed to date is summarised below. Figure 9 shows all historical drill collars and recent geochemical samples.

During 1988, CSR Limited completed stream sediment geochemistry sampling over their Maroon Range Prospect. Anomalous results were obtained from the southern portion of their project but deemed not sufficiently anomalous to require further follow up work. WAMEX Report A024221

During 2001, Herald Resources Limited (Herald) completed a RAB / aircore drilling program over their Ida Valley Project. Drilling targeted magnetic anomalies and structural features identified in the regional magnetic data. In most cases drilling was done to refusal using an aircore hammer. Drill lines were spaced at 500m to 1000m across each target and drilled vertically at 100m centres. The drilling was designed to increase the understanding of the depth of cover, water table and to identify geochemical anomalies for further follow-up. Drilling encountered difficulties with hard ferruginous bands proving difficult for the aircore hammer to penetrate and sticky clays blocking the airflow. Herald deemed the analytical results to be inconclusive showing a number of low-level anomalies less than 10ppb Au and that further drilling was required. Three of these targets lie on TechGen’s Project, namely Targets 2,3 and 5. A total of 49 drillholes for 1,303m lie within TechGen’s Project (refer Figure 9). WAMEX Report A063103

During 2001 to 2006, BHP Billiton Minerals Pty Ltd (BHP) explored an area to the north and east of the Ida Valley Project. BHP completed aircore drilling to the east of the Ida Valley Project, intersecting granitic rocks and metamorphosed amphibolites, confirming the presence of remnant greenstones within the granites. WAMEX Report A072466

During 2020, TechGen completed a soil auger geochemistry and rock-chip sampling program across three geophysical targets. Soil samples were collected along five lines, the two lines which targeted the most magnetic portion along the fault zone (Line 2 & Line 3) had sampling completed at a 50m sample spacing, with the remaining three lines being sampled on a spacing of 100m. A total of 505 samples were collected. Samples were analysed for Au and 36 multi-elements. Gold results were highly encouraging returning a peak soil result of 884ppb Au and a peak rock chip result of 6.6g/t Au.

TechGen have interpreted that mafic units can be delineated by a >2 ppb Au contour in areas of residual soils. A statistically anomalous 5ppb Au outlines several coherent north-south trending gold soil anomalies up to 1km in length, coincident with magnetic highs over the Mt Ida fault. The magnetic linear feature, interpreted to be related to a mafic unit, is interpreted to extend through the majority of the Project, refer Figure 9.

At the commencement of 2021, TechGen engaged geological consultants Han-Ree Holdings Pty Ltd (Han-Ree) to complete mapping of the main areas of geochemical anomalism within E29/1053. Field work focused upon the area covered by the in-fill sampling from which the strongest anomalism was evident. Sample locations that yielded high tenor assay results were inspected during the process of completing outcrop mapping.

Work confirmed the presence of a narrow greenstone belt, sandwich between major shear zones and bounded by large felsic bodies of rock. The greenstone belt was noted as being highly deformed, being a focal point for deformation due to its position between large rigid masses.

Han-Ree noted eight distinct gold-in-soil geochemical anomalies, referring to them in their report as Anomaly A to H, from north to south. Anomaly A (the most northern anomaly) is the highest tenor

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anomaly in the project area. Field mapping noted to coincide with an outcropping quartz-veined shear zone at the contact between an ultramafic and amphibolite contact. Rock chip samples from the rubbly exposure of the shear zone rocks also yielded significant results, e.g. IR46, 0.37ppm Au (sample location 257396mE/6835053mN) and IR32, 0.53ppm Au (sample location 257400mE/6835000mN, Figure 8).

Anomaly F merges with Anomaly E to the north and Anomaly G to the south. The combined length of these anomalies is approximately 1km and is the largest gold-in-soil anomaly in the project. Anomaly F is distinctly linear and entirely on the eastern flank of the quartz crested ridge and therefore separate from the Quartz Ridge Shear. Inspection of the sample locations from which the samples that define the anomaly were collected confirmed that the samples were mostly of in-situ material. The linear zone of gold-in-soil anomalism is interpreted by Han-Ree’s as the surface expression of a mineralised shear, representing a zone of bedrock gold anomalism. Han-Ree did not observe outcrop of the postulated shear, however fragments of altered sheared rock were seen at several locations, supporting the interpretation of the presence of a mineralised shear.

Drillholes have been designed to test Anomaly A and Anomaly F, with additional intensive sampling recommended for Anomaly F to delineate priority zones prior to drilling.

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Figure 8: Sample location of IR32 at Anomaly A, rubbly outcrop of cleaved, silicified, sheared ultramafic

Figure 9: Summary of exploration completed to date at the Ida Valley Project

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6.0 HARBUTT RANGE PROJECT

6.1 LOCATION & ACCESS

The Harbutt Range Project is located 320km east of the town of Newman on the edge of the Great Sandy Desert in the Pilbara Region of Western Australia. The Project is located within the Pilbara Mineral Fields and lies on the Rudall (SF51-10) 1:250,000 map sheet and the Connaughton (3452) 1:100,000 map sheets.

Access to the Project is via the Great Northern Highway to Newman and then east along the unsealed Talawana Track. Tracks within the general project area include the Talawana Track, the Canning Stock Route and the Harbutt Range track which leads to the old Australia Platinum Mines camp at Copper Hills, 43km east of the Harbutt Range. Numerous local tracks providing additional access occur in the vicinity of Parnngurr Aboriginal Community and the Connaughton Syncline area.

A number of notable topographic features are found in the region, including the Harbutt Range which runs through the centre of the Project. Northwest to southeast trending sand ridges of the Great Sandy Desert traverse the area. The McKay Range lies to the southwest of the Project area.

Vegetation is dominated primarily by spinifex grasslands with rare Allocasuarina decaisneana (desert oak) and occasional Acacia shrublands. Major drainages are lined with tall stands of Eucalyptus coolabah, Eucalyptus camaldulensis (river gum) and Erythrina vespertilio (yulbah).

Climate is semi-arid, with very hot summers and mild winters. Precipitation is minimal, but the influx of monsoonal moisture in the summer, which generally begins in December and lasts until April, raises humidity levels and can cause occasional heavy storms.

6.2 GEOLOGY AND MINERALISATION

Regional Setting

The Harbutt Range Project lies within the Rudall Complex of the Proterozoic-aged Paterson Province. The regional geology consists of extensive late Tertiary to recent sand cover that largely obscures a basement of folded and metamorphosed Lower to Mid Proterozoic strata, which include schists, gneisses, iron formations, cherts, carbonate beds and basic volcanics.

The Paterson Orogen refers to a belt of metamorphic, sedimentary and igneous rocks with a common tectonic history that lies (northwest to southeast) across the central part of Western Australia. The Paterson Orogen is divided into the Yeneena Basin and the Rudall Complex, in the Harbutt Range Project area. To the south east, the area was formerly referred to as the Musgrave Block but is now divided into the Wingelina Complex and the Bentley Supergroup. The two areas are linked beneath the unconformably overlying Canning and Officer Basins by the Anketell Regional Gravity Ridge. This gravity ridge was formerly known as the Paterson-Musgrave structural trend.

The north-western exposure of the Paterson Orogen covers approximately 36,000 square kilometres. Unconformable Phanerozoic sediments of the Canning Basin border its northern and eastern boundaries whilst the Officer Basin delimits its south-eastern boundary. The south-western margin is an inferred, faulted contact with the (Late Proterozoic) Savory Group of the Savory Basin. Along the western boundary, units of the Paterson Orogen rest unconformably on the Pilbara Craton and the Bangemall

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Basin. Apart from an extensive dissected plateau in the headwaters of the Rudall River and the prominent McKay Range, the area is characterised by widely separated and poorly exposed rubbly outcrops and resistant strike ridges. These rise from a flat desert, sand plain that is crossed by longitudinal dune complexes.

The rocks of the northern Paterson Orogen can be divided into three main components that are separated by unconformities. These are, from oldest to youngest, the rocks of the Rudall Complex, the Yeneena Basin and the Karara Formation of the Karara Basin. Very little work has been carried out in the area to date. The area has been mapped at both 1:250,000 scale, and quite recently at 1:100,000 scale. Mineral exploration during the 1990s by CRA Exploration Pty Limited (“CRAE”) and PNC Exploration (Australia) Pty Ltd (“PNC”) provided the first and only currently available aeromagnetic and radiometric data that can be used to advance geological knowledge past the Government mapping.

The Rudall Complex is a belt of metamorphic and igneous rocks with a long and complex history of multiple deformation and metamorphism. It forms the core and oldest component of the Paterson Orogen (2250 to 2410 Ma). It comprises various types of gneiss, meta-sedimentary and maficmetavolcanic rocks, plus ultramafic, mafic and felsic intrusive rocks which include a wide range of granitoids.

The complex can be traced 200km south east, from the headwaters of the Rudall River to 35km east of well 24 on the abandoned Canning Stock Route. To the east it is unconformably overlain by the Phanerozoic rocks of the Canning and Officer Basins. To the south, west and northwest it is unconformably overlain by the Yeneena Group, while to the northeast it is covered by recent sand.

The complex consists of two interlayered metamorphic sequences: older banded orthogneiss and paragniess; and younger quartzite and schist. The two sequences exhibit different metamorphic and structural histories and are separated by an unknown time interval. The gneiss sequence has a pervasive gneissic fabric (D1), and syntectonic middle to upper amphibolite-facies metamorphism. The earliest events are characterised by metamorphic banding, tectonite fabrics, and quartz-feldspar veining. Subsequently the gneiss was retrogressed to low-amphibolite and greenschist-facies and was associated with the transposition of the earlier gneissic fabric during tight isoclinal folding (D2).

The Throssell Group of the Yeneena Supergroup , a sequence of low-grade metasedimentary rocks that unconformably overlies the Rudall Complex occurs in the south west of the project area. The Taliwanya Formation is a medium to coarse grained arkose sandstone, with a local basal conglomerate, that directly overlies the Rudall Complex. Above the Taliwanya occurs the Pungkuli Formation, a reddish brown to grey shale with minor sandstone, carbonate and a pyritic shale unit. An unnamed carbonate rock unit occurs within the Pungkuli Formation. This unit is grey, cream to pink and finely laminated. It also contains minor sandstone, shale and pyritic shale. The Telfer Gold Deposit, north west of the Beadell Project area, is hosted by Yeneena Basin sediments. In the south western parts of the project, isolated outcrops of the 800 Ma Gunanya Sandstone of the Tarcunyah Group are found. This unit is predominantly a medium to coarse grained arkose sandstone containing minor conglomerate and siltstone. The Permian aged fluvioglacial deposits of the Paterson Formation outcrop in the southwest of the licence area.

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Figure 10: Paterson Province, showing the Harbutt Range and North Nifty Projects and surrounding mineral occurrences

Project Geology

Extensive late Tertiary to recent sand cover largely obscures a basement of folded and metamorphosed Lower to Mid Proterozoic strata, which include schists, gneisses, iron formations, cherts, carbonate beds and basic volcanics, variably intruded by ultramafic to granitic igneous rocks.

Upper Proterozoic conglomerates, sandstones and mudstones were unconformably deposited on this basement. The Upper Proterozoic sequence was originally flat-lying and covered the entire area. This Upper Proterozoic sequence has been extensively eroded and is now represented by isolated flattopped hill outcrops (Mesas or Tabletops) of basal sandstones with beds variously tilted by subsequent fault movements. Over much of the area, geological field relationships suggest that the current land surface approximates the Late Proterozoic unconformity surface.

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Mineralisation

The project area is considered prospective for intrusive related copper-gold and sediment hosted base metal (copper-lead–zinc–silver) style mineralisation.

Sensu stricto veining is uncommon, ranging from quartz or alkali feldspar to carbonates when present, it is usually associated with mineralisation. Mineralisation is dominated by iron sulphide that is either pyrrhotite or pyrite / marcasite secondary to the former. Base metal mineralisation generally occurs as sphalerite, chalcopyrite and galena accompanying the abovementioned primary iron sulphides, although it occasionally occurs as late veins as well.

Known prospects in the project area include the Kaos, Control and Maxwell Prospects (Airborne EM related) and the Ninety Nine, Anomaly A - E Prospects (IP chargeability related), summarised below and shown in Figures 11 and 12:

Maxwell Prospect – a 400m x 200m “bulls eye” airborne EM anomaly. The majority of exploration work over the last 10 years has been at the Maxwell Prospect and has included airborne EM, gradient array IP, RC and diamond drilling. Drilling intersected widespread up to 80m thick sulphide (pyrrhotite & pyrite) mineralisation and low-level base metal anomalism.
Kaos Prospect – a 2.2km long x 400m wide airborne EM anomaly. Two trenches have been completed at Kaos and soil sampling but otherwise the target remains untested.
Ninety Nine Prospect – a high chargeability dipole – dipole IP target which has been tested to date by a single RC/diamond drillhole to 333m depth. The drill hole missed the main IP target.
Anomaly A - is a new strongly chargeable response to the east of Kaos which correlates with moderate conductivity (>15 mV/V), and a magnetic high.
Anomaly B - is the chargeable response previously defined at Ninety-Nine Prospect in 2012. It is very strongly chargeable (>50 mV/V), moderately conductive, and correlates with a magnetic and topographic high on the northern side of a fold. Drill hole BDRCD022 failed to intersect this strong chargeable zone.
Anomaly C - is a newly defined, very strong chargeable high (>50 mV/V), at the Ninety-Nine Prospect, moderately conductive, and correlates with a magnetic and topographic high.
Anomaly D - a shallow moderately chargeable response at the Kaos Prospect was co-incident with the shallow airborne EM conductor (15 to 20 mV/V).
Anomaly E - A stronger deeper chargeable response was identified at the Kaos Prospect which has no airborne EM conductive response (40 mV/V).
Control Prospect – a series of discrete airborne EM anomalies that have not been tested.

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Figure 11: Harbutt Range - Airborne EM over Airborne Magnetics, IP chargeability related prospects and mineral occurrences

6.3 EXPLORATION HISTORY

From the 1980s to 2000 the general area has been explored for uranium, base metals, diamonds and gold. A number of exploration campaigns have been undertaken by a variety of companies, including CRA Exploration Ltd, PNC (Australia) Pty Limited, Stockdale Prospecting and Platinum Australia.

Exploration completed to date within the Harbutt Range Project is summarised below. Figure 12 shows all drill collars and significant drill intersections. Significant drill intersections for all drilling is tabulated in Annexure A of this Report.

Between 1981 and 1996, CRA Exploration Ltd (CRAE), initially in joint venture with AGIP Australia Ltd, explored areas in the north of and east of TechGen’s Harbutt Range Project, primarily for uranium mineralisation (following the 1978 discovery of the Mount Cotton uranium and base metals prospect by the GSWA and Newmont Pty Ltd).

Initial work focused on E45/0049 (former Temporary Reserve TR70/8696) with airborne magnetic, radiometric and electromagnetic surveys and follow-up ground surveys identifying a number of conductors within the Rudall Dome and Connaughton Syncline. Drilling returned encouraging results from the South Rudall Dome Prospect.

Post 1986, Native Title access issues and the creation of an exploration exclusion zone over the Parnngurr Aboriginal Community and surrounding areas, severely limited CRAE’s ability to explore the area and the decision was made to relinquish the tenure.

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Between 1984 and 1996 CRAE were also actively exploring a large tenement package (the Rudall Project) covering the majority of the Rudall Complex, extending from the Kintyre uranium deposit in the north to the Harbutt Range and Canning Stock Route in the southeast. Work conducted on the project included regional mapping, stream sediment sampling, soil sampling, magnetic lag sampling and rock chip sampling covering fifty-six prospects in the Harbutt and Canning Range areas. Auger drilling, shallow rotary air blast (RAB) drilling and aircore (AC) was completed over twenty-eight prospects, primarily to conduct radon gas surveys and bottom of hole geochemistry. A total of thirty-seven prospects were tested with deeper drilling including 8,500m RAB drilling, 47,225m of RC drilling and 4,406m of diamond drilling. WAMEX Reports A043020, A044555

Platinum Australia Limited (“PLA”) began field work on the Tabletop Project during 1999, investigating a new interpretation on the PGM-Au-Ag-Cu mineralisation at the nearby Copper Hills deposit. It was thought that the mineralisation is the remnant of a previously much larger body of mineralisation, which formed close to the mid-Proterozoic unconformity and is analogous to the mineralisation at Coronation Hill in the Northern Territory. This model explains the mineralisation at Copper Hills as one end member of a spectrum of mineralisation possible within the “Unconformity Related Uranium Deposits” class. The other local example of this mineralisation is the Kintyre deposit at the northwest end of the Rudall Complex.

PLA held five licences (E45/1651, E45/1652, E45/1658, E45/1659 and E45/1661) covering the southern half of what is now E45/2405.

PLA conducted a variety of geochemical sampling surveys including stream sediment sampling, soil sampling, pisolith sampling and biological sampling i.e. termite mounds and ant volcanoes. This work identified several new target areas including the REE Prospect, Yucatan West, Yucatan, Beadell and the Basic Outcrop Area.

Additional soil sampling, mag lag sampling, lag sampling and rock chip sampling completed during 2000 – 2001 defined five priority prospects:

Beadell Prospect – copper-gold anomalism associated with west-northwest basement fault cutting magnetic basement;
Yucatan West Prospect – copper-gold anomalism associated with west-northwest basement fault cutting magnetic basement;
Lascelles Prospect – platinum-gold-copper-uranium unconformity style anomalism adjacent to fracture zone;
REE Prospect – copper-gold anomalism over a folded ironstone formation; and,
San Pedro Prospect – gold-copper-uranium unconformity style anomalism within a potential alteration zone.

Drilling of these prospects was slated for 2002 but it seems no further exploration was carried out and the tenements were relinquished. WAMEX Reports A060599, A062820, A064851

From 2003 to 2011, exploration undertaken by Scimitar Resources Ltd (“Scimitar”, later known as Cauldron Energy Ltd following a merge with an additional company, “Cauldron”) on the Beadell Project included historical reviews, desktop studies, research, data interpretation, airborne EM (AEM) surveys, a ground gravity survey and reverse circulation drilling (6 holes for a total of 1,702m).

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During 2005, Scimitar completed helicopter-borne Hoist and TEMPEST electromagnetic surveys to target the unconformity style uranium mineralisation between the basement metasediments and overlying sandstones. The survey identified some interesting and unexpected results, two large EM conductors on the southern flank of the Connaughton Syncline; a 700m x 250m northwest trending anomaly and a 400m x 200m circular “bullseye” anomaly.

Ground gravity surveys were completed over the areas of interest, the survey identified coincident gravity and EM anomalies with values consistent with Scimitar’s expectation of massive sulphide mineralisation.

During 2010, RC drilling targeted the abovementioned “bullseye” AEM conductor, now known as the Maxwell Prospect. Six (6) holes for 1,702m were completed (namely BDRC001-BDRC006). The drilling intersected a dominant high-grade amphibolite facies with zones dominated by garnets and epidote as well as common quartz veining associated with broad zones and veins of disseminated sulphides, predominantly comprised of pyrite and chalcopyrite. A number of anomalous results were returned from the drilling, including individual narrow higher-grade zones of copper and gold associated with broad zones of anomalous lead and zinc mineralisation. Results included 33m @ 0.18% Zn & 0.16% Pb (BDRC003) and 1m @ 0.78% Cu & 8.55g/t Au (BDRC001). Refer Annexure A of this Report for full results. Interpretation of the results indicated that the source of the geophysical anomaly identified by the AEM is below the extent of the drilling and required deeper drilling WAMEX Reports A070765, A070766, A073155, A075735, A078847, A082749, A087044, A090630

Cauldron partially divested the project to Rumble Resources Ltd (“Rumble”) during 2011 following a renewed focus on uranium. Rumble undertook ground EM, gradient array and dipole-dipole IP surveys, auger soil geochemistry and trenching at the Kaos Prospect and Maxwell Prospect.

Soil sampling commenced with an orientation soil sampling program (40 samples) during 2011, with three lines traversing the northern AEM anomaly, known as the Kaos Prospect. The depth of transported sands indicated that auger sampling may be more effective, with a regional auger soil sampling program (444 samples) being completed the following year. The program was undertaken on a regional scale to allow a first pass assessment of a large part of the project area. A total of 20 east-west lines were completed with line spacing varying between 200m lines and 400m lines. Soil sampling results outlined low level Zn-Pb-Cu-As-Cd at the Maxwell Prospect and low-level Ba-Cu-Zn anomalism in the vicinity of the Kaos Prospect.

During 2012, Rumble completed a program of sixteen (16) RC drillholes, including six (6) holes which had diamond tails. A total of fifteen (15) holes for 3,278.7m were completed at the Maxwell Prospect (BDRC007-BDRCD021). A single (1) hole for 333m was completed at the Ninety Nine Prospect (BDRCD022) to test a high chargeability feature identified by dipole-dipole IP surveying.

Drilling at the Ninety Nine Prospect intersected banded iron formation in the RC pre-collar and then the hole passed into a sequence of pink potassic-sodic-hematite altered intrusives, which did not adequately explain the source of the dipole-dipole anomaly.

Drilling at the Maxwell Prospect intersected broad zones of pyrrhotite-pyrite ± chalcopyrite, up to 80m thick. Anomalous base metals were intersected with several drill holes returning intersections of +0.1% Pb and +0.1% Zn with some Cu as well. Intersections include 4m @ 0.23% Cu (BDRC007), 4m @ 0.16% Pb & 0.1% Zn (BDRC012), 8m @ 0.19% Zn (BDRC017) and 20m @ 0.13% Zn (BDRC020). Refer Annexure

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A of this Report for full results. WAMEX Reports A094019, A097925, A098272, A102162, A106200, A109169, A114121, A117138

Figure 12: Maxwell Prospect Drillholes and Significant Intersections

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Figure 13: Harbutt Range Project, Maxwell Prospect Cross Section (modified from ASX.RTR Announcement 11[th] March 2013)

7.0 NORTH NIFTY PROJECT

7.1 LOCATION & ACCESS

The North Nifty Project is located approximately 250km northeast of Newman in the East Pilbara Region of Western Australia. The tenement is located within the Pilbara Gold Field and lies on the Nullagine (SF51-05) 1:250,000 map sheet and the Pearana (3154) and Braeside (3155) 1:100,000 map sheets.

Access to the Project is from Port Hedland, via the sealed Marble Bar Highway, the sealed Ripon Hills road and then via the unsealed Woodie Woodie to Nifty road. The Woodie Woodie Road and then the Nifty Road provide access to the southern portion of the Project. Access is also available for light vehicles via the unsealed Skull Springs Road from Nullagine. The Telfer Road passes to the south of the northern portion of the Project. Additional exploration tracks that branch off the Woodie Woodie-Nifty and Woodie Woodie-Telfer mine access roads. There is no access during the wet season.

The southern portion of the Project is located 12.5km northwest of the operating Nifty copper mine and 25km west of the Woodie Woodie Manganese open pit mine. The northern portion of the Project is located 60km northwest of the operating Nifty copper mine.

The Project is in the Great Sandy Desert Region comprising simple- and chain-longitudinal dune complexes.

7.2 GEOLOGY AND MINERALISATION

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Regional Setting

Refer to the Harbutt Range Project Geology Section and Figure 10.

Mineralisation

The Broadhurst Formation is regionally base metal anomalous and hosts all significant base metal mineralisation in the Yeneena Basin, including copper mineralisation at Nifty, Maroochydore and Rainbow and zinc-lead mineralisation at Warrabarty.

The Broadhurst Formation is up to 2000m thick and dominated by carbonaceous and dolomitic shales and siltstones. These predominantly shallow-marine sediments are thought to have formed during continued subsidence of the Yeneena Basin. The most economically significant copper mineralisation occurs within these shales and siltstones at the Nifty and Maroochydore deposits.

At Rainbow, minor copper mineralisation occurs in the basal sulphidic unit of the Broadhurst Formation within a narrow 1m horizon with a lateral extent of up to 4 km. This mineralisation has been interpreted to be of Kupferschiefer type.

At Nifty, most mineralisation occurs within the Nifty Carbonate Member, a stylo-laminar siliceous unit interpreted as a silicified algal carbonate. The Nifty Carbonate Member has also been interpreted as a stratabound alteration zone replacing dolomitic carbonaceous siltstone and shale (Anderson, 1999). Primary copper mineralisation at Nifty is stratabound over up to 100m of stratigraphy but most mineralisation is hosted in detail by irregular quartz-dolomite vein systems. Western Mining Corporation interpreted the mineralisation to pre-date deformation, but Anderson (1999) interprets the mineralisation to be syn-D2. As at Maroochydore, stratabound pyritic horizons with low-level Zn-Pb mineralisation occur in the hangingwall, and to a lesser extent the footwall.

The Warrabarty Zn-Pb deposit in the northwest part of the basin occurs within the upper Broadhurst Formation. Low grade zinc-dominant mineralisation occurs as disseminations, veins, breccias and openspace fill within dolostone and bedded carbonaceous dolostone/dolomitic siltstone over an area of more than 4.5 km[2] . Mineralisation has been interpreted as pre-deformational and of Mississippi ValleyType affinity (Smith 1996).

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Figure 14: Regional Geological Setting of the North Nifty Project with Exploration Completed to Date

7.3 EXPLORATION HISTORY

The Yeneena Basin has been explored by a variety of companies over a long period since the late 1970s. following the discovery of the Telfer gold deposits in 1971. Exploration by Western Mining Corporation led to the discovery of the Nifty copper deposit in 1981 and the Maroochydore copper deposit was subsequently discovered by Mt Isa Mines. The period of exploration to the mid-1990s saw extensive exploration by WMC and outlined most of the currently known copper prospects. Most of these prospects were identified from surface geochemical anomalies.

The greater area has been largely held by the owners of the Nifty Copper Mine (namely Western Mining Corporation, Straits Resources, Aditya Birla and current owners Metals X Limited) with some exploration also undertaken by Normandy Exploration Ltd, BHP Minerals Pty Ltd and MIM Exploration Pty Ltd from 1994 to 1997.

The first recorded exploration in the area of the North Nifty Project is from 1982. Exploration completed to date within the North Nifty Project is summarised below. Figure 14 shows all drill collars and significant drill intersections. Significant drill intersections for all drilling is tabulated in Annexure A of this Report.

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From 1982 to 1993, Western Mining Corporation Ltd (“WMC”) undertook first exploration in the area following the discovery of the Nifty Copper Prospect. WMC flew a large airborne EM, magnetic and radiometric survey which covers the North Nifty Project area. Regional scale lag and soil sampling was completed identifying several base metal prospects in addition to Nifty. These prospects included Hakea, a broad copper anomaly which was identified by lag sampling, located on E45/5506 and extending to the east of the current project area (refer Figure 14). The Hakea Prospect was identified with anomalous Cu, Pb, Zn and As values being returned from the lag sampling. WAMEX Reports A010561, A013405

Normandy Exploration Ltd (“Normandy”) held 5 exploration licences covering approximately 1,000 square kilometres, covering the eastern extremities of the current project area from 1993 to 1994. Normandy completed airborne magnetic and radiometric surveys and broad spaced, regional scale, lagrock chip-drainage sampling. No anomalous results were returned within the current project area. WAMEX Report A042663

MIM Exploration Pty Ltd (“MIM”) held exploration ground covering the northeastern portion of E45/5511 from 1994 to 1996. MIM completed an airborne magnetic survey and limited aircore drilling based on targets generated from the aeromagnetics. No drilling was completed in the current project area. WAMEX Reports A043991, A047003

From 1994 to 1997, BHP Minerals Pty Ltd (“BHP”) held a large area of the region. BHP completed airborne magnetic and radiometric surveys, geochemical sampling (lag, soil and rock chip) and limited drilling. Rock chip sampling was undertaken regionally as part of visiting the sparse Proterozoic outcrops. A total of 16 rock chips were collected on the current Project, refer Annexure A of this Report. A single aircore drillhole at the Hakea Prospect was completed (BMP085) along the northern boundary of the southern portion of E45/5511. The assay data is unclear in the publicly available reports. WAMEX Report A049684

From 2004 to 2014, Birla (Nifty) Pty Ltd (“Birla”) completed aircore and RAB drilling within the area now covered by the North Nifty Project. A total of 22 drillholes were completed for 1,072m (namely TRB0010-17, TRB0019, TAC0044, TAC0046, TAC0050, TAC0175, TAC0286-292, TAC0350-351) were completed at an area known as the Hakea Prospect. The Hakea Prospect was initially identified by WMC (see above) and was selected for further work by Birla due to its similar geophysical and geochemical signatures to the Nifty area. The most prominent structural feature is a northwest trending fault, termed the Hakea Fault, which is evident in EM and magnetic data. Birla interpreted the geophysical data to suggest that the sedimentary package is cut by oblique faults that could have provided a pathway for hydrothermal fluids.

The Hakea Prospect is covered by transported desert sand. The drilling intersected a mixed bedrock sequence of siltstone and fine-grained sandstone that was typically carbonaceous. The overlying cover comprised unconsolidated sand and clays with narrow bands of ironstone and silcrete.

All drill traverses were drilled along swales in an east-northeast direction to avoid crossing sand dunes. Drill holes were sampled as 4m composites and assayed for Cu, Pb and Zn only. Although the widespaced drilling returned weak results, Birla stated that the Hakea Prospect demanded further attention, given its location on the northwest trend and lying between Nifty and Rainbow. WAMEX Reports A069441, A071390, A085094, A100006, A103598

From 2016 to 2019, Metals X Limited (“Metals X’) wholly owned subsidiary Nifty Copper Pty Ltd explored the area now currently covered by the North Nifty Project. Metals X completed a data review, airborne magnetics, geophysical targeting and a gravity survey in the northeast of E45/5511. WAMEX Report A120698

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8.0 BLUE ROCK VALLEY PROJECT

8.1 LOCATION & ACCESS

The Blue Rock Valley Project is located 35km southeast of the Nanutarra Roadhouse and 175km west of Paraburdoo within the Ashburton Region of Western Australia. The Project (along with the Station Creek Project (in Section 9) and the Mt Boggola Project (in Section 10)) is located within the Ashburton Mineral Field. The Project lies on the Wyloo (SF50-10) and Edmund (SF50-14) 1:250,000 map sheets and the Maroonah (2051), Boolaloo (2052), Ullawarra (2151) and Wyloo (2152) 1:100,000 map sheets.

Access is initially via the sealed North West Coastal Highway to the Nanutarra Roadhouse and then via dirt roads and station tracks heading in a southeast direction along the banks of the Ashburton River and then the Henry River. The Glenflorrie Road provides access to both the northern and southern tenements. Station tracks provide reasonable access to the greater project area but the rugged landscape limits options for accessing areas without existing tracks .

The topography of the project area is characterised by rugged and steeply dissected terrain interspersed with flat alluvial plains. The vegetation is dominated by spinifex with scattered acacia and eucalypts in stream beds.

Figure 15: Ashburton Basin, TechGen Projects and surrounding mineralisation occurrences

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8.2 GEOLOGY AND MINERALISATION

Regional Setting

The Project (along with the Station Creek Project (in Section 9) and the Mt Boggola Project (in Section 10)) is located within the Ashburton Basin which forms the northern part of the Capricorn Orogen, a major tectonic zone, 1000km long, 500km wide region of variably deformed metamorphosed igneous and sedimentary rocks located between the Archean Yilgarn and Pilbara Cratons. The region has been deformed by two Paleoproterozoic orogenic events being the 2215-2145 Ma Opthalmian Orogeny and the 1820-1770 Ma Capricorn Orogeny.

The Ashburton Basin is a northwest trending arcuate belt of Proterozoic sedimentary and volcanic rocks. Rocks along the north-eastern half of the project area belong to the Paleoproterozoic 2446-1786Ma Wyloo Group comprising low-grade metasedimentary and metavolcanic rocks. The unconformably overlying Blair Basin is represented by the ca. 1806Ma metasedimentary and metavolcanic rocks of the Capricorn Group.

The Capricorn Orogeny also deformed and metamorphosed rocks of the Ashburton and Blair Basins, giving them their characteristic northwest-southeast fold axis, shear and foliation trends and low-grade metamorphic mineral suite. At some stage the Ashburton Basin and the Gascoyne Complex joined along a northwest-southeast trending suture, now represented by the Talga Fault to the south of the tenement and formed the basement for Edmund Basin sedimentation.

The Late Paleoproterozoic to Mesoproterozoic Edmund and Collier Basins together form the Bangemall Supergroup, previously referred to as the “Bangemall Basin”. The Edmund Group is at least 4km thick and consists of mostly fine grained siliciclastic and carbonate sedimentary rocks. It is younger than 1620Ma and older than the ca. 1465Ma suite of dolerite sills which intrude it. The 2-2.5km thick Collier Basin unconformably overlies the Edmund Basin and consists largely of siliciclastic sedimentary rocks. Most of the Collier Basin developed to the east, outside the project area, at about 1400 to 1070Ma. An extensive system of dolerite sills intrudes both the Edmund and Collier Group rocks and is dated at 1078 to 1070Ma. The 1070-755Ma Edmundian Orogeny is an intracratonic event that deformed the Bangemall Supergroup, reactivating basement structures as reverse faults.

For detailed regional geology including stratigraphic descriptions refer to Thorne & Seymour (1991) and Thorne and Tyler (1994).

Project Geology

The eastern portion of E08/3030 and E08/3276 overlie the Wyloo Group sediments of the Ashburton Basin which are unconformably overlain by rocks of the Edmund basin (previously the Bangemall Basin), which cover the western portion of the tenements. The contact between the Ashburton and Edmund basins is interpreted as being a thrust contact with movement to the west and can be clearly seen in the regional aeromagnetic image.

Mineralisation

The Ashburton Mineral Field (which incorporates the project areas of the Blue Rock Valley Project, the Station Creek Project (in Section 9) and the Mt Boggola Project (in Section 10)) has a long history of gold, copper, silver, lead and zinc exploration and is among the oldest in the state. Several smaller

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prospects which were exploited for gold ±copper, silver and lead are located nearby including the Soldiers Secret and Top Camp gold deposits. Small-scale production of copper, lead and silver has also been recorded in the Ashburton Basin, mainly from the Ashburton Downs copper deposits within the Project area and others in the region such as Kooline (Pb, Ag) and Bali Hi (Cu-Pb-Ag) areas.

The Top Camp gold deposit, being one of the earliest discoveries in this region, is located 25m west of the Mt Boggola tenement. Top Camp had a reported production of approximately 10,000oz gold from alluvial and hard-rock shaft mining from its discovery in 1889 until 1966. It is thought that official production figures do not reflect actual production and an estimate of approximately 21,000oz has been made to reflect true production from this locality. A single gold nugget weighing 76oz was found at Top Camp in 1893 (Bridge, 2015).

Soldiers Secret, a gold prospect discovered soon after Top Camp is located between the Mt Boggola and Station Creek tenements (13km southeast of the Station Creek tenement). This site has had many anecdotally recorded alluvial gold finds, the details of which are not officially recorded and hence no production figures are available for the Soldiers Secret gold camp.

In addition to these known resource areas, very fine and fine-grained alluvial gold and gold nuggets have been collected by prospectors using metal detectors, dry blowing and panning from several creeks within the Ashburton Basin river system.

Artemis Resources Limited’s Mt Clement Gold deposit is located 5 km northeast of the Blue Rock Valley southern tenement. The Mt Clement Gold deposit is currently a joint venture between Northern Star Resources Ltd and Artemis Resources Limited. The main prospect at Mt Clement lies within a lens of oxidised and silicified siliciclastic and chemical rocks which are generally conformably confined within the Ashburton Formation.

Blue Rocks Copper Occurrence

A small (1km strike length), high grade copper occurrence is located about 10km south-west of the Glen Florrie/ Taylor Party historic copper-lead-zinc mine on the Blue Rock Valley tenement E08/3030 (Figure 16). The occurrence, which is officially unnamed but often referred to as Blue Rocks was likely to have been developed in the 1950s. A number of costeans have been dug, and one rotary percussion hole has been drilled at the prospect.

Mineralisation exposed at the prospect consists of secondary copper minerals such as malachite, azurite and possibly cuprite, and is hosted by highly deformed siltstones tentatively assigned to the Jillawarra Formation. The mineralisation is associated with hydrothermal breccias and abundant quartz-carbonate veining and appears to be confined to a northwest-trending and southwest-dipping fault zone. Exposure of the prospect is limited by Tertiary alluvial cover in all directions. The extent of alluvial cover and paucity of previous exploration at the prospect leaves any potential extensions to the known mineralisation along strike and down-dip untested.

The explanatory notes to the GSWA mapping of the Edmund 1: 250 000 sheet (Martin et. al., 2005) describe the Blue Rocks Prospect as an example of copper mineralisation, with or without associate lead and silver, typically found in pyritic black shales of the Kiangi Creek and Discovery Formations. The Blue Rocks Prospect consists of secondary malachite veins exposed in costeans and shafts excavated in the Kiangi Creek Formation during the 1960s. The cupreous ore was mainly used for agriculture.

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Figure 16: Geology and surrounding mineralisation of the Blue Rock Valley Project

8.3 EXPLORATION HISTORY

In the 1970s and 1980s, majors like BHP, Newmont Corporation and BP Minerals began to explore the Ashburton Basin. This early exploration resulted in the initial identification of some significant deposits, namely Mt Clement (located approximately 5 km northeast of E08/3030) and Mt Olympus (located approximately 45km to the northeast of E08/2996). The true potential of these deposits was not discovered until the 1990s when junior explorers such as Taipan Resources NL and Sipa Resources International NL began extensive exploration of the basin.

Field based exploration for gold and base-metals in the Boolaloo - Paulsens region has been undertaken by a number of major mining and exploration companies during the past 25 years, including Cyprus Amax, BHP Pty Ltd, CRA Exploration Pty Ltd, WMC Resources Ltd, MIM Exploration Ltd, Renison Ltd and Taipan Resources NL. Interest in the region increased with the discovery of high-grade gold mineralisation beneath historic small-scale workings at Paulsens by Taipan Resources NL in the 1990s.

The Blue Rock Valley tenements have experienced limited exploration work to date with few previously granted tenements overlying TechGen’s tenements. Exploration completed to date within the Blue Rock Valley Project is summarised below. Figure 17 shows all geochemical sampling completed on the tenement and results are tabulated in Annexure A of this Report.

During 1993 to 1996, Western Mining Corporation Ltd’s (“WMC”) Wannery Project covered the southern portion of E80/3030. The Wannery Project was initiated to explore for copper in Bangemall Group Stratigraphy near the Bangemall – Ashburton Basin unconformity. Exploration targeted the

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unconformity between the Morrisey Metamorphic Suite and the Irregully Formation. WMC completed a photogeological study, geophysical surveys, lag sampling and limited RC drilling. WAMEX Reports A042624, A047428

During 1996 to 1998, RGC Exploration Pty Ltd (“RGC”) targeted carbonate-hosted Pb-Zn-Cu mineralisation in the greater project area. Exploration conducted was predominantly to the west of the Blue Rock Valley tenements, however a rock chip sample was taken in the vicinity of the Blue Rock Copper Prospect which was anomalous in copper. WAMEX Report A053728

During 2007 to 2010, Jackson Minerals Limited (“Jackson”) carried out work over their Boolaloo Project. Jackson collected a total of ten (10) rock chip samples in the vicinity of the Blue Rock Copper Prospect and returned anomalous copper, silver and arsenic, with results of up to 107,000ppm Cu, 20.5g/t Ag and 32ppm As. WAMEX Report A079571

TechGen completed a reconnaissance field trip and carried out rock chip sampling on the southern tenement. A total of ten (10) rock chip samples were collected focusing on the areas surrounding the Glen Florrie Pb Prospect and the Blue Rock Copper Prospect. Encouraging, highly anomalous copper values were returned from the Blue Rock Copper Prospect, with assays up to 16.05% Cu (refer Figure 17).

Figure 17: Exploration completed to date on the Blue Rock Valley tenement including rock chip sampling

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9.0 STATION CREEK PROJECT

9.1 LOCATION & ACCESS

The Station Creek Area is located 70km to the southwest of Paraburdoo and 6km south of the Ashburton Downs Homestead within the Ashburton Region of Western Australia. The Project is located within the Ashburton Mineral Field and lies on the Edmund (SF50-14) and Turee Creek (SF50-15) 1:250,000 map sheets and the Capricorn (2251) and Ashburton (2351) 1:100,000 map sheets.

Access is initially via the sealed Nanutarra-Wittenoom Road and then the Ashburton DownsMeekatharra Road which lies to the northeast of the tenement area, thence via station and exploration tracks. Access is limited due to the rugged terrain.

The topography of the project area consists of rounded hills and gullies with local intervening fluvial plains. Vegetation is relatively sparse over the hills however thick stands of Acacia and local Eucalypts cover the fluvial plains.

9.2 GEOLOGY AND MINERALISATION

Regional Setting

As the Station Creek Project is located in the Ashburton Mineral Field, please refer to the Blue Rock Valley Project Geology Section at Section 8.2 of this Report.

Project Geology

The Station Creek Project is underlain predominately by low-grade metamorphic sedimentary rocks belonging to the Ashburton Formation. A band of the east-southeast trending Capricorn Formation traverses the tenement, with the parallel Capricorn Range traversing the most north-western portion of the tenement. Based on the interpretation of aeromagnetic data, the area is dominated by a series of north-northwest to east-west trending normal faults, and open folds with sub parallel axial plains.

Mineralisation

Refer to the Blue Rock Valley Project Mineralisation Section (in Section 8.2 of this Report) for general mineralisation within the Ashburton Province.

9.3 EXPLORATION HISTORY

Exploration completed to date on the Station Creek Project is summarised below. Figure 16 shows all drilling and geochemical sampling completed within the Project. Significant drill intersections for all drilling is tabulated in Annexure A of this Report.

During the early 1980s, Uranerz Australia Pty Ltd (“Uranerz”) explored for uranium in association with base metal mineralisation on Lower Proterozoic Ashburton Formation (slate, siltstone, greywacke and grit) unconformably overlain by the Capricorn Formation (sandstones with interbedded tuff and dolomite). TR8809 covers the current project area. Three (3) samples were taken from the Station Creek Prospect, namely 341A0058-59 and 341A0099. The samples assayed up to 28.0% Cu, 17.0% As, 7.05% Sb, 1120ppm Bi, 1420ppm Zn, 440g/t Ag and 2.4g/t Au. Six (6) samples were taken from the Station Creek South Prospect, namely 341A0072, 341A0102, 341A0108-011 with the samples returning assays

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up to 19.0% Cu. Refer to Annexure A and Figure 18 of this Report. No uranium anomalies were noted by Uranerz, and the land holding was relinquished. WAMEX Report A011798

Between 1986 to 1988, Metana Minerals NL (“Metana”) explored extensive areas of the Lower Proterozoic Ashburton Formation turbidite sequence and parts of the overlying deltaic Capricorn Formation sediments for fine grained sediment hosted gold deposits. Metana completed drainage geochemistry sampling programs outlining several low order anomalous or high background areas, but failed to indicate any specific gold source localities. WAMEX Report A028666

During 1997, Bacome Pty Ltd (“Bacome”) completed eight (8) RC drillholes including one diamond tail for a total of 837.2m at the Station Creek Prospect. The drilling targeted gossanous and/or alteration zones within the Ashburton and Capricorn Formations. Elevated Cu values were intersected in:

1m @ 0.11% Cu from 72m in hole SCPH004
5m @ 0.43% Cu from 4m, 8m @ 0.19% Cu from 11m and 5m @ 0.15% Cu from 28m in hole SCPH007
2m @ 0.11% Cu from 35m, 1m @ 0.17% Cu from 62m and 1m @ 0.15% Cu from 66m in hole SCPH008

Bacome stated that further assessment of the prospectivity of the basal sandstone-conglomerate unit of the Capricorn Formation was required however no further work was completed. WAMEX Report A053655

TechGen completed a reconnaissance field trip, rock chip sampling and auger sampling on the southern tenement. A total of thirty-four (34) rock chip samples were collected over a strike length of 4.5km, from around the Station Creek Prospects and extending east.

Copper results were highly encouraging with fourteen (14) samples exceeding 1% Cu. The highest result was 54.7% Cu, which also returned 257ppm Ag. This chalcocite-rich sample was from an area that has not undergone rock chip sampling previously. The area of interest was traced over 100m to the west and disappeared into a creek to the east. There was limited exposure, with the thickness unable to be determined. Other encouraging results were 30.2% Cu (also returned 151ppm Ag), 17.35% Cu and 10.9% Cu (refer Figure 18).

Auger sampling was completed over a strike length of 6km with a total of 430 samples collected. The auger sampling delineated an anomalous northwest trending copper zone, correlating with the fault / shear zone which trends through the Bali East and Bali Lo Prospects and the Bali Copper Deposit to the west (refer Figure 18).

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Figure 18: Exploration completed to date on the Station Creek tenement including rock chip sampling

10.0 MT BOGGOLA PROJECT

10.1 LOCATION & ACCESS

The Mt Boggola Project is located 60km to the south of the townsite of Paraburdoo within the Ashburton Region of Western Australia.

The Project is located within the Ashburton Mineral Field and lies on the Turee Creek (SF50-15) 1:250,000 map sheet and the Kenneth Range (2350) and Boggola (2450) 1:100,000 map sheets.

Access to the Mt Boggola Project is as per the Station Creek Area with the Ashburton DownsMeekatharra Road which lies to the northeast of the tenement area. Access is via station tracks which are mainly confined to the Ashburton River flood plains and historic bulldozed access tracks put in by Newcrest Mining Limited in the early 1990s. Due to the challenging topography of the Mt Boggola area, vehicle access is slow and difficult. Helicopter-borne exploration has been beneficial in the past. Access is further limited during the wet season.

The vegetation consists mainly of mulga away from the river systems and eucalyptus within the river systems.

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10.2 GEOLOGY AND MINERALISATION

Regional Setting

As the Mt Boggola Project is located in the Ashburton Mineral Field, please refer to the Blue Rock Valley Project Geology Section in Section 8.2 of this Report.

Project Geology

Within the Mt Boggola Project, the Ashburton Formation is dominated by sedimentary lithologies, mainly silty shale / slate and conglomeratic grit. Additionally, there are extensive outcrops of vesicular, pillowed and/or brecciated basalt in the northern and western portions of E08/2996. Spectacular outcrops of chaotic flow top and pillow breccias are developed locally.

The volcanics are immediately overlain by a zone containing thin banded iron formation or jaspilite horizons and then by shales typical of the Wyloo Group.

The sequence is dislocated by a number of west-northwest trending wrench faults, and these structures have also been the focus of mineralised quartz veins. They include the Charlie Creek Prospect within E08/2996 and the Staddlers Prospect and McCleod’s Prospect to the north west of the tenement.

The Capricorn Formation rocks form the dominant topographical feature in the general project area, being the sandstone capped hill of Mt Boggola.

Mineralisation

Refer to the Blue Rock Valley Project Mineralisation Section (in Section 8.2 of this Report) for general mineralisation within the Ashburton Province.

10.3 EXPLORATION HISTORY

The Mt Boggola Project has received considerable attention from previous explorers with the most comprehensive work completed by Newcrest Mining Limited and Northern Star Resources. Exploration focussed predominately on base metal mineralisation, comprising regional geological, drainage and rock chip surveys, successfully identifying a number of targets.

Exploration completed to date on the Mt Boggola Project is summarised below. Figure 20 shows all drilling and geochemical sampling completed within the Project. Significant drill intersections for all drilling is tabulated in Annexure A of this Report.

From 1971 to 1982 CRA Exploration (“CRAE”) completed drainage sampling, rock chip sampling and various geophysical surveys. CRAE were seeking large shale-hosted Pb-Zn-Cu deposits in clastic sediments of the Ashburton Formation (Sullivan-type) or in the dolomitic sediments of the Irregully Formation (McArthur River-type). WAMEX Reports A011537, A023642, A027182

During 1990 to 1993, Newcrest Mining Limited (“Newcrest”) completed reconnaissance geochemical prospecting, mapping, ground magnetics and the drilling of Cu-Au gossans.

Newcrest completed fifteen (15) drillholes within the project area including three unsuccessful water bores. Twelve (12) RC holes (some with diamond tails) for a total of 827.5m were completed at the Charlie Creek 1 & 2 Prospects, targeting quartz and ironstone gossans.

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Drilling at the Charlie Creek 1 Prospect was completed on four sections, two sections along the southern extent and two sections along the northern section. Drilling at the southern extent (PB04-05, 07, 10) was completed on two sections, drill holes were collared in mudstone/siltstone and terminated in interbedded sandstone and siltstone. The drilling at the northern extent (PB06, 08-09, 11-12) encountered principally mudstones with subordinate sandstones deeper in the holes. Three drill holes were completed at the Charlie Creek 2 Prospect (PB13-15). The drilling intersected siltstones and fine sandstones containing intervals of quartz veining. Better results from the drilling include:

2m @1.58% Cu & 0.48g/t Au from 8m and 6m @ 1.26% Pb from 32m in hole PB04,
4m @ 1.56% Cu from 32m in hole PB09,
4m @ 2.32% Cu from 12m in hole PB13, and
4m @ 1.08% Cu from 36m in hole PB14.

Refer to Annexure A of this Report for full results and Figure 20 for hole locations. WAMEX Reports A077985, A086429

Figure 19: Charlie Creek Prospect Cross Section

During 1995 to 1998, Boyer Exploration (“Boyer”) completed minor geochemical sampling over the northern portion of the Mt Boggola tenement. WAMEX Reports A050004, A050005, A054271

During 2000 to 2001, Goldfields Exploration Pty Ltd (“Goldfields”) completed geological mapping, stream sediment sampling and rock chip sampling over the project area. Goldfields focused on areas identified by Newcrest, completing representative rock chip sampling on traverses across the mineralised veins. The veins contained elevated gold, copper, lead, arsenic and antimony values. No

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larger disseminated or stockwork-style mineralised systems were identified at surface and the tenement was surrendered. WAMEX Report A063351

During 2015 to 2016, Cosmopolitan Minerals Limited (“Cosmopolitan Minerals”) completed minor rock chip sampling. WAMEX Reports A111980, A112034

During 2015 to 2018, Northern Star Resources Limited (“Northern Star”) reviewed the prospectivity of the area, compiling all geological, geophysical and geochemical data (refer Figure 20 for all results).

The review of historic data identified a number of high-grade rock chip samples from previous explorers that had not been followed up with any further work. Northern Star completed rock chip sampling campaigns designed to follow up and validate previous results. Several malachite-rich shear zones and moderately dipping quartz breccia bodies were identified. Several of these exhibited significant gold and copper mineralisation, with one sample producing grades of 29g/t Au and 33% Cu from a 0.5m wide east-west trending shear zone, rich in malachite. Several other anomalous samples were also produced from the quartz breccia veins with malachite haloes (2.6g/t Au & 21% Cu, 1.8g/t Au & 25% Cu, 0.8g/t Au & 12% Cu). All rockchips are shown on Figure 20. These north-northwest striking zones typically exhibited a moderate (30-50°) westerly dip.

Northern Star completed soil sampling programs over areas of historic copper and gold anomalism. The results showed several discontinuous zones of moderate to high gold anomalism (up to 131ppb Au), often coincident with outcropping copper-rich gossans. No large coherent anomaly was delineated however suggesting the mineralised structures have very little strike extent.

The pathfinder elements showed more extensive zones of anomalism, most notably a 1.2km long SbAs-Pb-Cu anomaly coincident with a mapped copper-rich gossan. This suggests the presence of a much larger mineralised system, however rock chip samples from the gossan outcrop showed little gold mineralisation.

A second program was completed, comprised much wider spaced sampling to assess the full extent of the anomalous zones. The results failed to identify any large anomalies in either gold or the pathfinder elements, suggesting the anomalism on the tenement is restricted to the main Charlie Creek prospect area. One gold value of 43ppb Au was produced from the eastern edge of the grid, which was followed up with a field visit and rock chip sampling.

Northern Star concluded that their surface sampling programs failed to identify mineralised structures with significant strike length, despite following up the historic samples with similar high-grade rock chip samples. The soil sampling programs have highlighted significant pathfinder anomalies (Sb, As, Cu, Pb), coincident with copper-rich gossan outcrops. Northern Star deemed the area is unlikely to host a gold deposit of significant size to sustain a standalone mining operation and surrendered the tenement. WAMEX Reports A109733, A114480, A117126

TechGen completed a reconnaissance field trip and rock chip sampling on the northern tenement. A total of fifty-nine (59) rock chip samples were collected across a distance of 6km. The rock chip sampling focused on areas that previously reported anomalous gold and base metal rock chip samples. Results were highly encouraging with copper values up to 48.7% Cu, lead values up to 2.89% Pb, gold values up to 43.1g/t Au and silver values up to 119g/t Ag (refer Figure 20).

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Figure 20: Exploration completed to date on the Mt Boggola tenement including drill holes completed by Newcrest all geochemical sampling

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11.0 PROPOSED EXPLORATION AND USE OF FUNDS

It is the opinion of the author that TechGen’s Projects warrant further investigation. TechGen will undertake distinctly different exploration activities within each of the projects to achieve their exploration strategy.

El Donna Project

Validation of the existing exploration data including drilling, geology and geochemical samples
Field mapping and geochemical sampling including surface samples and multi ‐ element analysis of mineralisation to assist with geochemical and alteration mapping
Drilling including shallow RAB or AC drilling along with bedrock drilling using both RC and diamond drilling methods. FRM recommends that diamond drilling, obtaining oriented core, should occur early in the exploration activities to ensure a structural analysis of any veins/mineralised structures along with ensuring the drilling is undertaken at an optimal orientation. Drilling will be completed as follows:
assess the potential for interpreted high grade shoots within the main gold mineralised zone at El Donna 2
further infill testing of the dip and strike extents of high-grade gold mineralisation encountered at the El Donna 7
exploring for the source of the low grade supergene mineralisation at El Donna 4
evaluation of several other gold and gold-arsenic RAB geochemical anomalies

Ida Valley Project

Geological and structural mapping in areas between Lines 1 – 5 to outline nature of alteration associated with mineralisation
Geochemical sampling across outlined target (central magnetic linear), including surface samples and multi ‐ element analysis of mineralisation to assist with geochemical and alteration mapping
Ground magnetic survey
Shallow RAB or AC drilling of geochemical targets and across geological features

Harbutt Range Project

Validation of the existing exploration data including drilling, geology and geochemical samples
Drilling to test along strike, up dip and at depth of the mineralisation identified at the Maxwell Prospect
Drill testing of the late time conductors identified in the EM surveys, with follow-up DHEM

North Nifty Project

As the North Nifty Project is a pending licence application which has not yet been granted, the Company has not allocated any funds for exploration of this project at this time. If and when the Project becomes a granted exploration licence, the Company will consider what if exploration plans it undertakes on the Project. Such exploration plans would likely include:

Validation of the existing exploration data including drilling, geology and geochemical samples
Field mapping and geochemical sampling including surface samples and multi ‐ element analysis of mineralisation to assist with geochemical and alteration mapping
Shallow RAB or AC drilling of geochemical targets and across geological features

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Blue Rock Valley Project, Station Creek and Mt Boggola Projects

Given that the three Ashburton Basin projects are at a similar stage of exploration, the exploration strategy will be similar.

Validation of the existing exploration data including drilling, geology and geochemical samples
Remote sensing data compilation and reinterpretation of all available geophysical datasets
Field mapping and geochemical sampling including surface samples and multi ‐ element analysis of mineralisation to assist with geochemical and alteration mapping
RAB or AC drilling of geochemical targets

TechGen have provided to FRM Geological Services ( FRM ) their proposed exploration expenditure for the two-year period following the capital raising with $2,458,750 (or $3,093,500 on the basis of maximum subscription) of direct exploration expenditure which is detailed in Table 2. TechGen is intending to focus their expenditure on geochemical surveys, drilling and geophysical surveys.

All costs are shown as an all-in inclusive cost, which includes the cost of drilling, sampling, assaying, personnel and other relevant costs. The proposed exploration budget and work programs are broadly in-line with the current exploration costs in Western Australia. FRM notes that exploration budget is sufficient to meet TechGen’s statutory minimum expenditure obligations for the various Projects as specified by the DMIRS. All costs included in Australian dollars (A$).

TechGen has indicated to FRM that they will undertake a systematic, staged approach with respect to their exploration program on their Projects, with prudent monitoring, assessing and refocusing of the exploration programs as necessary. FRM considers that the exploration strategy proposed by TechGen is consistent with the mineral potential and status of the Projects.

FRM has reviewed TechGen’s proposed exploration activities and is of the opinion that the funds raised will be sufficient for the proposed program and that the programs are appropriate for the mineral potential and status of the projects. The exploration budget will be subject to modification on an ongoing basis depending on the results obtained from exploration activities as they progress.

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Table 2: Summary of proposed exploration budget

Minimum Subscription ($5M) Maximum Subscription ($6M)	Minimum Subscription ($5M) Maximum Subscription ($6M)
Year 1 (A$) Year 2 (A$) TOTAL (A$) Year 1 (A$) Year 2 (A$)	TOTAL (A$)
El Donna
Drilling 90,000 112,500 202,500 99,000 165,000 Geochemistry 30,000 20,000 50,000 33,000 33,000 Assays 30,000 40,000 70,000 33,000 44,000 Geophysical Surveys 40,000 30,000 70,000 44,000 33,000 392,500 Ida Valley Drilling 175,000 218,750 393,750 192,500 165,000 Geochemistry 40,000 20,000 60,000 44,000 44,000 Assays 40,000 50,000 90,000 44,000 55,000 Geophysical Surveys 70,000 40,000 110,000 77,000 33,000 653,750 Harbutt Range Drilling 90,000 112,500 202,500 99,000 275,000 Geochemistry 40,000 20,000 60,000 44,000 44,000 Assays 30,000 30,000 60,000 33,000 77,000 Geophysical Surveys 140,000 80,000 220,000 154,000 63,000 542,500 Blue Rock Valley Drilling 60,000 75,000 135,000 66,000 137,500 Geochemistry 20,000 10,000 30,000 22,000 22,000 Assays 20,000 15,000 35,000 22,000 38,500 Geophysical Surveys 30,000 30,000 60,000 33,000 33,000 260,000 Station Creek Drilling 80,000 100,000 180,000 88,000 137,500 Geochemistry 20,000 10,000 30,000 22,000 22,000 Assays 20,000 15,000 35,000 22,000 38,500 Geophysical Surveys 30,000 30,000 60,000 33,000 33,000 305,000 Mt Boggola Drilling 80,000 100,000 180,000 88,000 137,500 Geochemistry 20,000 10,000 30,000 22,000 22,000 Assays 20,000 15,000 35,000 22,000 38,500 Geophysical Surveys 30,000 30,000 60,000 33,000 33,000 305,000	264,000 66,000 77,000 77,000 484,000 357,500 88,000 99,000 110,000 654,500 374,000 88,000 110,000 217,000 789,000 203,500 44,000 60,500 66,000 374,000 225,500 44,000 60,500 66,000 396,000 225,500 44,000 60,500 66,000 396,000
TOTAL 1,245,000 1,213,750 2,458,750 1,369,500 1,724,000	3,093,500

12.0 DECLARATION

FRM Geological Services ( FRM ) will receive a professional fee based on standard rates plus reimbursement of out of pocket expenses for the preparation of this report.The payment of these fees is not contingent upon the success or otherwise of the proposed capital raising pursuant to the prospectus within which this report is contained.FRM does not have any pecuniary or other interests which could be reasonably regarded as being capable of affecting the ability of FRM to provide an unbiased opinion in relation to the assets and the assumptions included in the various technical studies completed by TechGen, relied upon by FRM and reported herein.

Ms Repacholi-Muir has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity which she is undertaking to qualify as a Competent

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Person as defined by the in the 2012 Edition of the ‘Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves’. Ms Repacholi-Muir is the principal of FRM.

Ms Repacholi-Muir consents to the inclusion in the report of the matters on her information in the form and context in which it appears.

Felicity Repacholi-Muir

BSc (Geol & Soil Sc) GradCertAppFin MAIG #3417

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13.0 PRINCIPAL SOURCES OF INFORMATION

The principal information sources used are listed below.

Ahmat, A.L., 1995: Geology of the Kanowna 1:100,000 sheet: WA Geological Survey, 1:100,000 Geological Series - Explanatory Notes.

Anderson, B. R., Gemmell, J. B. and Berry, R. F., 2001. The geology of the Nifty copper deposit, Throssell Group, Western Australia: implications for ore genesis. Economic Geology, 96, p. 1535-1565.

Bagas, L., 2000, Geology of the Paterson 1:100 000 sheet: Western Australia Geological Survey, 1:100,000 Geological Series Explanatory Notes, 20p.

Bagas, L., 2004, Proterozoic evolution and tectonic setting of the northwest Paterson Orogen, Western Australia: Precambrian Research, v. 128, p. 475–496.

Bagas, L., Williams, I.R. and Hickman, A.H. 2000. Rudall, Western Australia: Western Australia Geological Survey 1:250,000 Series Explanatory Notes, Second Edition.

Bridge, PJ., 2015: Top Camp, Soldiers Secret & Dead Finish – The Ashburton Goldrush. Hesperian Press.

Chin, R.J., Williams, L.R., Williams S.J., and Crowe, R.W.A., 1980. Explanatory Notes, Rudall 1: 250 000 Map sheet.

Hickman, A. H., and Bagas, L., 1998, Geology of the Rudall 1:100 000 sheet: Western Australia Geological Survey, 1:100 000 Geological Series Explanatory Notes, 30p.

Hickman, A. H., Williams, A. H., Bagas, L., Richards, A., and Dare, P., 1994, Proterozoic geology and mineralization of the Telfer–Rudall region, Paterson Orogen: Geological Society of Australia (WA Division), Excursion Guidebook no. 5, 60p.

Marston, R.J., 1979: Copper Mineralization in Western Australia. Western Australia Geological Survey, Mineral Resources Bulletin 13.

Martin, D. McB. et al, 2005, Geology of the Maroonah, Ullawarra, Capricorn, Mangaroon, Edmund, and Elliot Creek 1:100,000 sheets.

Mernagh, T.P., Wyborn, L.A.I. & Jogodzinski, E.A., 1998. Unconformity Related U+/- Au+/- Platinum Group Element Deposits. AGSO Journal of Australian Geology and Geophysics. 17 (4), pp197-205.

Roberts, F.I., Witt, W.K. and Westaway, J., 2004: Gold mineralisation in the Edjudina-Kanowna region Eastern Goldfields, Western Australia: WA Geological Survey Report 90.

Swager, C.P., 1995: Geology of the Kurnalpi-Edjudina greenstone terranes: WA Geological Survey, Report 47.

Swager, C. P., 1997, Tectono-stratigraphy of late Archaean greenstone terranes in the southern Eastern Goldfields, Western Australia. Precambrian Research, v. 83, p. 11–42.

Thorne, A. M. and Seymour, D. B., 1991, Geology of the Ashburton Basin Western Australia - Geological Survey of Western Australia, Bulletin 139.

Thorne, A.M. and Tyler, I.M., 1994: Geology of the Paraburdoo 1:100 000 Sheet –Geological Survey of Western Australia, Department of Minerals and Energy, Explanatory Notes.

Williams, I.R., 1970: Kurnalpi: WA Geological Survey, 1:250,000 Geological Series – Explanatory Notes.

Witt, W. K., Hickman, A. H., Townsend, D. and Preston, W. A. 1998; Mineral Potential of the Archean Pilbara and Yilgarn Cratons, Western Australia, AGSO Journal of Australian Geology and Geophysics, 17, p 201 – 222.

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Wyche S., 1998. Explanatory Notes on the Kalgoorlie (SH51-9) 1:250000 Map sheet. GSWA (second edition)

The following exploration reports were sourced from the Western Australian Department of Mines Industry Regulation and Safety WAMEX database at http://www.dmp.wa.gov.au/WAMEX ‐ Minerals ‐ ‐ Exploration 1476.aspx

12.1 EL DONNA PROJECT REFERENCES

WAMEX Report A017695, Esso Australia and Production Inc, 1986 WAMEX Report A018578, Esso Australia and Production Inc, 1986 WAMEX Report A019978, Esso Australia and Production Inc, 1986 WAMEX Report A022937, City Resources Ltd, 1988 WAMEX Report A033041, Geopeko Limited, 1991 WAMEX Report A034436, Geopeko Limited, 1991 WAMEX Report A039760, Geopeko Limited, 1993 WAMEX Report A039761, Geopeko Limited, 1993 WAMEX Report A039764, Geopeko Limited, 1993 WAMEX Report A039765, Geopeko Limited, 1993 WAMEX Report A039766, Geopeko Limited, 1993 WAMEX Report A039768, Geopeko Limited, 1993 WAMEX Report A039775, Geopeko Limited, 1993 WAMEX Report A039777, Geopeko Limited, 1993 WAMEX Report A043448, Sovereign Resources, 1994 WAMEX Report A047908, Wiluna Mines Ltd, 1996 WAMEX Report A050756, Wiluna Mines Ltd, 1997 WAMEX Report A073869, Colonial Resources Ltd, 2006 WAMEX Report A076340, Colonial Resources Ltd, 2007 WAMEX Report A080063, Colonial Resources Ltd, 2007 WAMEX Report A085547, Colonial Resources Ltd, 2010 WAMEX Report A090697, Papillon Resources Ltd, 2011

12.2 IDA VALLEY PROJECT REFERENCES

WAMEX Report A024221, CSR Limited, 1988 WAMEX Report A063103, Herald Resources Limited, 2001 WAMEX Report A072466, BHP Billiton Minerals Pty Ltd

12.3 HARBUTT RANGE PROJECT REFERENCES

WAMEX Report A043020, CRA Exploration Ltd, 1994 WAMEX Report A044555, CRA Exploration Ltd, 1995 WAMEX Report A060599, Platinum Australia Limited, 2000 WAMEX Report A062820, Platinum Australia Limited, 2001 WAMEX Report A064851, Platinum Australia Limited, 2002 WAMEX Report A070765, Scimitar Resources Ltd, 2005 WAMEX Report A070766, Scimitar Resources Ltd, 2005 WAMEX Report A073155, Scimitar Resources Ltd, 2006 WAMEX Report A075735, Scimitar Resources Ltd, 2007 WAMEX Report A078847, Scimitar Resources Ltd, 2008 WAMEX Report A082749, Cauldron Energy Ltd, 2009 WAMEX Report A087044, Cauldron Energy Ltd, 2010 WAMEX Report A090630, Cauldron Energy Ltd, 2011 WAMEX Report A094019, Rumble Resources Ltd, 2012 WAMEX Report A097925, Rumble Resources Ltd, 2013

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WAMEX Report A098272, Rumble Resources Ltd, 2013 WAMEX Report A102162, Rumble Resources Ltd, 2014 WAMEX Report A106200, Rumble Resources Ltd, 2015 WAMEX Report A109169, Rumble Resources Ltd, 2016 WAMEX Report A114121, Rumble Resources Ltd, 2017 WAMEX Report A117138, Rumble Resources Ltd, 2018

12.4 NORTH NIFTY PROJECT REFERENCES

WAMEX Report A010561, Western Mining Corporation Ltd, WAMEX Report A013405, Western Mining Corporation Ltd, WAMEX Report A042663, Normandy Exploration Ltd WAMEX Reports A043991, MIM Exploration Pty Ltd WAMEX Report A047003, MIM Exploration Pty Ltd WAMEX Report A049684, BHP Minerals Pty Ltd WAMEX Report A069441, Birla (Nifty) Pty Ltd, WAMEX Report A071390, Birla (Nifty) Pty Ltd, WAMEX Report A085094, Birla (Nifty) Pty Ltd, WAMEX Report A100006, Birla (Nifty) Pty Ltd, WAMEX Report A103598, Birla (Nifty) Pty Ltd, WAMEX Report A120698, Metals X Limited,

12.5 BLUE ROCK VALLEY PROJECT REFERENCES

WAMEX Report A042624, Western Mining Corporation Ltd, 1994 WAMEX Report A047428, Western Mining Corporation Ltd, 1996 WAMEX Report A053728, RGC Exploration Pty Ltd, 1998 WAMEX Report A079571, Jackson Minerals Limited, 2008 Station Creek Tenements

WAMEX Report A011798, Uranerz Australia Pty Ltd, 1983 WAMEX Report A028666, Metana Minerals NL WAMEX Report A053655, Bacome Pty Ltd, 1997 Mt Boggola Tenements

WAMEX Report A011537, CRA Exploration, 1982 WAMEX Report A023642, CRA Exploration, 1987 WAMEX Report A027182, CRA Exploration, 1989 WAMEX Report A077985, Newcrest Mining Limited, 2008 WAMEX Report A086429, Newcrest Mining Limited, 2010 WAMEX Report A050004, Boyer Exploration, 1997 WAMEX Report A050005, Boyer Exploration, 1997 WAMEX Report A054271, Boyer Exploration, 1998 WAMEX Report A063351, Goldfields Exploration Pty Ltd, 2001 WAMEX Report A109733, Northern Star Resources Limited, 2016 WAMEX Report A111980, Cosmopolitan Minerals Limited, 2017 WAMEX Report A112034, Cosmopolitan Minerals Limited, 2016 WAMEX Report A114480, Northern Star Resources Limited, 2017 WAMEX Report A117126, Northern Star Resources Limited, 2018

12.6 STATION CREEK PROJECT REFERENCES

WAMEX Report A011798, Uranerz Australia Pty Ltd, 1983 WAMEX Report A028666, Metana Minerals NL WAMEX Report A053655, Bacome Pty Ltd, 1997

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12.7 MT BOGGOLA PROJECT REFERENCES

14.0 GLOSSARY

For further information of terms that are not described here, please refer to internet sources such as Wikipedia.

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06. INDEPENDENT GEOLOGIST’S REPORT ANNEXURE A

ANNEXURE A: Significant Figures

Table 1: El Donna Project Project – Previous Metal Anomalism in all Historical Drilling

HOLE ID HOLE TYPE	EAST m	NORTH m DIP AZI DEPTH m FROM m	TO m	WIDTH m AU g/t
ED022 RAB	391478	6627734 -90 000 48 38	42	4 2.38
ED062 RAB	390764	6627157 -90 000 81 78	80	2 1.45
ED074 RAB	392250	6626864 -90 000 70 50	52	2 1.62
ED116 RAB	391811	6627525 -90 000 79 48	52	4 2.61
ED122 RAB	391819	6627126 -90 000 70 38	42	4 2.76
ED158 RAB	392018	6627817 -90 000 38 30	34	4 1.26
ED180 RAB	391907	6627422 -90 000 74 50	54	4 1.67
ED193 RAB	391791	6627525 -90 000 65 58	62	4 1.80
ED207 RAB	391828	6627444 -90 000 79 60	64	4 2.84
ED212 RAB	391846	6627384 -90 000 74 58	62	4 1.12
ED235 RAB	391886	6627722 -90 000 57 36	40	4 2.50
ED247 RAB	391846	6627364 -90 000 68 44	48	4 1.09
ED248 RAB	391866	6627364 -90 000 76 68	72	4 2.75
ED267 RAB	391517	6627693 -90 000 52 44	48	4 1.00
ED280 RAB	391877	6627742 -90 000 56 32	36	4 1.38
ED316 RAB	391877	6627762 -90 000 54 36	40	4 1.16
EDD001 DD	391769	6627450 -60 110 250 96.4	97.15	0.75 4.20
EDD002 DD	391511	6627822 -60 235 247 62.3	66	3.7 4.80
EDD003 DD	391769	6627466 -60 34 414.9 341.4	362.4	21 1.50
EDR3 RC	391867	6627420 -60 265 91 66	71	5 3.34
ES057 RAB	392175	6627713 -90 000 66 60	66	6 1.69
ES083 RAB	391818	6627425 -90 000 67 64	67	3 1.06
ES094 RAB	392195	6627713 -90 000 71 40	44	4 1.30
ES100 RAB	391896	6627721 -90 000 58 36	38	2 17.00
ES169 RAB	392174	6627693 -90 000 62 48	52	4 1.85
ES179 RAB	391838	6627444 -90 000 63 52	56	4 1.50
ET2_15 RAB	392095	6628383 -90 000 51 40	44	4 2.50
GR202 RAB	391534	6627931 -90 000 42 36	40	4 1.32
GRC01 RC	391941	6627371 -60 270 170 128	132	4 1.47
GRC02 RC	391919	6627472 -60 270 189 70	76	6 1.11
GRC05 RC	391624	6627630 -60 270 171 120	126	6 1.09
GRC07 RC	391797	6627575 -60 270 150 50	52	2 8.23
GRC08 RC	391872	6627573 -60 270 149 144	147	3 1.14
GRC11 RC	391999	6627669 -60 270 189 58	64	6 1.55
GRC12 RC	391554	6627781 -60 270 123 60	64	4 1.19
GRC13 RC	391572	6627880 -60 270 150 108	114	6 2.36
GRC15 RC	391989	6628167 -60 270 142 96	99	3 17.90
GRC26 RC	391579	6627780 -60 270 112 68	72	4 1.07
GRC27 RC	391547	6627881 -60 270 100 32	40	8 2.23

Only holes that satisfy intercept criteria detailed below listed.

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06. INDEPENDENT GEOLOGIST’S REPORT ANNEXURE A

 Intercepts >1.0 g/t Au, minimum grade of final composite >1.0 g/t Au, maximum length of total waste 2m Table 2: Harbutt Range Project – Base Metal Anomalism in Reverse Circulation and Diamond Drilling

HOLE ID HOLE TYPE	EAST m	NORTH m DIP AZI DEPTH m FROM m TO m WIDTH m CU ppm PB ppm ZN ppm
BDRC001 RC	468854	7469320 -60 875 367 0 1 1 7840 19 78
		.
		63 66 3 137 261 1133
		78 79 1 56 2970 361
		240 241 1 329 34 1130
		244 245 1 317 119 1140
		255 257 2 725 27 1600
		273 275 2 303 22 1135
BDRC002 RC	468955	7469323 -60 87.5 359 47 57 10 285 561 1447
		61 62 1 110 284 1710
		64 65 1 346 105 1030
		65 66 1 1470 50 97
		186 187 1 1120 142 134
		197 201 4 110 61 1111
		207 210 3 279 83 1512
		213 214 1 2670 46 431
		216 217 1 353 36 1240
BDRC003 RC	468943	7469525 -60 87.5 289 59 60 1 1160 1820 199
		148 181 33 867 1573 1810
incl.		153 154 1 3510 7550 5050
and		155 156 1 5090 6990 6230
and		175 177 2 218 2345 5335
		221 222 1 2450 68 116
		222 223 1 336 1390 1220
		224 225 1 141 328 1230
BDRC004 RC	469049	7469326 -60 87.5 175 16 24 8 151 568 1535
		48 52 4 91 457 1120
BDRC005 RC	468845	7469431 -60 267.5 223 72 84 12 147 1131 1920
BDRC006 RC	469051	7469434 -60 267.5 289 23 24 1 1080 1280 2700
		28 29 1 56 2240 829
		127 128 1 99 530 1300
		140 141 1 1445 14 93
BDRC007 RC	469199	7469800 -60 90 200 148 152 4 2300 137 410
BDRCD008 RC/DDH	468929	7469533 -60 140 201.7 161 164 3 197 406 1359
		176 177 1 161 1020 3110
		181 182 1 159 366 1090
BDRCD009 RC/DDH	468887	7469584 -60 90 314.2 187 188 1 136 1030 1340
		215 216 1 181 17 1070
		255 257 2 178 96 1265
		279 280 1 561 2310 2370
BDRC010 RC	469120	7469801 -60 90 150 NSI

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06. INDEPENDENT GEOLOGIST’S REPORT ANNEXURE A


BDRCD011	RC/DDH	468841	7469627	-60	140	336.8	109	110	1	76	371	1100
							202	203	1	225	617	2100
							250	254	4	94	1470	1021
BDRC012	RC	469044	7469812	-60	90	150	100	104	4	91	1630	1040
BDRC013	RC	469087	7469802	-60	270	160			NSI
BDRC014	RC	469278	7469600	-60	90	160	136	140	4	1540	38	106
BDRC015	RC	469197	7469600	-60	90	150			NSI
BDRC016	RC	469123	7469608	-60	90	150	112	116	4	433	1050	901
BDRC017	RC	468997	7469202	-60	90	168	8	12	4	172	1550	388
							100	108	8	593	16	1897
BDRCD018	RC/DDH	468857	7469422	-60	140	276.7	169	170	1	122	2880	3560
							242	246	4	38	2520	532
BDRCD019	RC/DDH	468779	7469561	-60	140	365.3	106	109	3	318	2055	3320
incl.							106	107	1	484	3040	6350
							261	262	1	213	20	2410
							266	267	1	121	1575	1625
BDRC020	RC	469117	7469403	-60	90	150	100	120	20	186	738	1314
BDRC021	RC	469052	7469344	-60	140	150	44	48	4	97	605	1070
BDRCD022	RC/DDH	469804	7469307	-60	45	333	144	148	4	2540	173	171

All drillholes drilled to date within the Project shown.

 Intercepts >1000ppm Cu, Pb or Zn, minimum grade of final composite >1000ppm Cu, Pb or Zn, maximum length of total waste 10m, maximum consecutive length of waste 10m

 Intercepts >5000ppm Cu, Pb or Zn shown in red, minimum grade of final composite >5000ppm Cu, Pb or Zn, maximum length of total waste 10m, maximum consecutive length of waste 2m

NSI denote No Significant Intercepts

Table 3: Harbutt Range Project – Precious Metal Anomalism in Reverse Circulation and Diamond Drilling

HOLE ID HOLE TYPE	EAST m	NORTH m DIP AZI DEPTH m FROM m TO m WIDTH m AU g/t
BDRC001 RC	468854	7469320 -60 87.5 367 0 1 1 8.55
		35 36 3 0.62
BDRC002 RC	468955	7469323 -60 87.5 359 25 26 1 0.45
BDRC004 RC	469049	7469326 -60 87.5 175 28 32 4 0.43
BDRCD022 RC/DDH	469804	7469307 -60 45 333 273 275 2
		280 284 4

Only holes that satisfy intercept criteria listed, all drillholes listed in previous table.

 Intercepts >0.2 g/t Au, minimum grade of final composite >0.2 g/t Au, maximum length of total waste 2m

Table 4: North Nifty Project – Base Metal Anomalism in Rockchip Samples

SAMPLE ID EAST m	NORTH m	CU PPM PB PPM ZN PPM
DK2187 342800	7616960	161 357 480
DK2188 341150	7615840	25 30 64
DK2189 341150	7616080	61 130 503

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06. INDEPENDENT GEOLOGIST’S REPORT ANNEXURE A

DK2190	341670	7615510	38	94	570
DK2191	340400	7614790	56	81	209
DK2192
DK4722	342670	7607260	56	71	213
DK4723	342730	7607261	67	48	133
DK4724	342763	7607286	160	55	182
DK4725	341970	7608340	94	301	507
DK4726	341890	7608250	100	100	887
DK4727	341877	7608250	47	169	197
DK4728	341787	7608235	15	54	26
DK4792	342830	7607300	22	18	48
DK4793	342830	7607300	29	-5	78
DK4794	342100	7615400	39	38	126

All results within the North Nifty Project shown
No sample details or assay details available for DK2192

Table 5: North Nifty Project – Drillholes completed to date

HOLE ID HOLE TYPE	EAST m	NORTH m DIP AZI DEPTH m
TAC0044 AC	342450	7615305 -90 0 5 NSI
TAC0045 AC	342450	7615305 -90 0 37 NSI
TAC0046 AC	342793	7615207 -90 0 21 NSI
TAC0050 AC	342790	7617978 -90 0 44 NSI
TAC0286 AC	340536	7613847 -90 0 92 NSI
TAC0287 AC	340987	7613738 -90 0 60 NSI
TAC0288 AC	341350	7613687 -90 0 48 NSI
TAC0289 AC	341740	7613556 -90 0 84 NSI
TAC0290 AC	342086	7613316 -90 0 70 NSI
TAC0291 AC	342384	7613082 -90 0 68 NSI
TAC0292 AC	342825	7612953 -90 0 68 NSI
TAC0350 AC	330025	7647188 -90 0 57 NSI
TAC0351 AC	329222	7647369 -90 0 48 NSI
TRB0010 RAB	342846	7615702 -90 0 41 NSI
TRB0011 RAB	342533	7615784 -90 0 28 NSI
TRB0012 RAB	342138	7615927 -90 0 54 NSI
TRB0013 RAB	341840	7616032 -90 0 40 NSI
TRB0014 RAB	341520	7616145 -90 0 51 NSI
TRB0015 RAB	342087	7616631 -90 0 45 NSI
TRB0016 RAB	342355	7616533 -90 0 48 NSI
TRB0017 RAB	342646	7616443 -90 0 30 NSI
TRB0019 RAB	342863	7617102 -90 0 33 NSI

NSI denote No Significant Intercepts

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06. INDEPENDENT GEOLOGIST’S REPORT ANNEXURE A

Table 6: Blue Rock Valley Project – Rock chip samples circa the Blue Rock Copper Prospect

SAMPLE ID EAST m	NORTH m	COMPANY AU PPM AG PPM CU PPM PB PPM	ZN PPM
187267 396592	7455114	RGC 0.005 3 107000 71	32
187268 396196	7455040	RGC 0.002 -1 276 -5	54
187269 396695	745913	RGC 0002 1 363 10	25
		.
J45413 396693	7455134	JAK 0.01 1.9 107000 75	33.3
J45414 396693	7455134	JAK 0 4.1 49800 71	28.3
J45434 396855	7455048	JAK 0 1.3 7140 20	32.4
J45435 396840	7455048	JAK 0 1.3 324 15	23.7
J45436 396850	7455048	JAK 0.02 2.2 66000 63	24.3
J45437 396830	7455046	JAK 0 0.4 21 9.3	7.5
J45438 396710	7455180	JAK 0.04 20.5 90900 45.5	37.2
J45439 396699	7455159	JAK 0 0.9 505 31.2	4.5
J45440 396721	7455183	JAK 0 1 329 24.7	38.4
J45441 396673	7455127	JAK 0.01 2.9 78900 34.1	56.5

All results within the Blue Rock Valley Tenement are shown
Company acronyms as follows:

o RGC refers to RGC Exploration Limited o JAK refers to Jackson Minerals Limited

Table 7: Station Creek Project – Base Metal Anomalism in Reverse Circulation and Diamond Drilling

HOLE ID HOLE TYPE	EAST m	NORTH m DIP AZI DEPTH m FROM m	TO m	WIDTH m CU %
SCPH001 RC	500196	7406265 -50 195 100
SCPH002 RC	500230	7406325 -90 88
SCPH003 RC/DDH	499650	7406585 -50 176 123.2
SCPH004 RC	499280	746570 -60 215 154 72	73	1 0.11
SCPH005 RC	500170	7406350 -50 190 90
SCPH006 RC	500150	7406355 -50 195 142
SCPH007 RC	499560	7406530 -85 180 58 4	9	5 0.43
		11	19	8 0.19
		28	33	5 0.15
SCPH008 RC	499415	7406440 -50 225 82 35	37	2 0.11
		62	63	1 0.17
		66	67	1 0.15

All drillholes drilled to date within the Project shown.

 Intercepts >0.1% Cu, minimum grade of final composite >0.1% Cu

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06. INDEPENDENT GEOLOGIST’S REPORT ANNEXURE A

Table 8: Mt Boggola Project – Base Metal Anomalism in Reverse Circulation and Diamond Drilling

HOLE ID HOLE TYPE	EAST m	NORTH m DIP AZI DEPTH m FROM m	TO m	WIDTH m AU g/t CU % PB %
PB01 RC	7371723	561909 -90 52	NSI
PB02 RC	7369553	561909 -90 52	NSI
PB03 RC	7367933	563209 -90 56	NSI
PB04 RC	7367838	560054 -55 20 50 10	12	2 0.48 1.58
		38	44	6 1.26
PB05 RC	7367803	560094 -55 20 50 12	18	6 0.55
		38	42	4 1.00
		44	46	2 0.50
PB06 RC	7367933	559809 -55 40 50 30	32	2 0.86
PB07 RC/DDH	7367763	560014 -55 20 96.4	NSI
PB08 RC	7367973	559744 -55 40 50	NSI
PB09 RC	7367960	559736 -90 60 28	32	4 1.56
PB10 RC/DDH	7367753	560064 -55 20 68.5 37	38	1 1.13 1.17
		53	55	2 0.62
PB11 RC/DDH	7367873	559766 -55 40 107.7	NSI
PB12 RC/DDH	7367913	559699 -55 40 101.7 89	90	1 0.8
PB13 RC	7367711	559149 -55 10 50 16	20	4 0.52 2.32
PB13		22	24	2 0.8
PB14 RC/DDH	7367671	559139 -55 10 68.7 40	44	4 1.08
PB15 RC/DDH	7367658	559241 -55 0 74.5 29	30	1 0.7

All drillholes drilled to date within the Project shown.

Drilling completed by Newcrest Mining Limited
PB01-PB03 are vertical water bores, not planned to intersect mineralisation
Intercepts >0.25g/t Au, >0.5% Cu or >0.5% Pb

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06. INDEPENDENT GEOLOGIST’S REPORT ANNEXURE B

ANNEXURE B:

The following Tables are provided to ensure compliance with the JORC Code (2012) edition requirements for the reporting of the Exploration Results at the El Donna Project.

Section 1: Sampling Techniques and Data (Criteria in this section apply to all succeeding sections)

Criteria	JORC Code explanation	Commentary
Sampling techniques	Nature and quality of sampling (eg 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.	Several generations of sampling have been undertaken on the El Donna Project since the 1970s. A large amount of drilling has previously been completed within the Project identifying some areas of supergene and primary gold anomalism. Drilling completed and compiled to date includes 740 Rotary Air Blast (RAB) holes, 32 RC holes & 6 diamond drill holes for 49,221 metres of drilling. The drilling results detailed in this report were from drilling undertaken by City Resources (WA) Pty Limited, Esso Australia and Production Inc., Geopeko Limited, Defiance Mining NL, Sovereign Resources, Wiluna Mines Ltd and Colonial Resources Ltd.
	Include reference to measures taken to ensure sample representivity and the appropriate calibration of any measurement tools or systems used.	There is limited information in the majority of open file reports regarding historical drill holes. Historical RAB, RC and diamond holes are assumed to have been completed by previous holders to industry standard at that time (1980-2006). Where procedures are detailed within the open file reports they are summarised as follows: Wiluna Mines’ RAB drill holes were composited samples up to 8m in length through the weathered zone. A bottom of hole sample was routinely collected in unoxidised rock and analysed for base metals and gold. Wiluna Mines’ RC drill holes were one (1) meter sampled though a cyclone. Composite samples of four (4) metres were collected using a scoop or spear. Resampling of gold anomalous intercepts were subsequently taken at 1 metre intervals using a scoop or spear. Geopecko Limited RAB drill holes were laid out in two (2) metre heaps. Each heap was thoroughly mixed and approximately 2kg per each four (4) metre interval was bagged. Geopecko RC drill hole samples were riffle split down to approximately 2kg. Below the water table wet sampling was achieved by mixing in the collection bag then grab sampling to approximately 2kg.
	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 (eg ‘reverse circulation drilling was used to obtain 1 m samples from which 3 kg was pulverised to produce a 30 g charge for fire assay’). In other cases more explanation may be required, such as where there is coarse gold that has inherent sampling problems. Unusual commodities or mineralisation types (eg submarine nodules) may warrant disclosure of detailed information.	All historic RAB, RC and DD and sampling is assumed to have been carried out to industry standard at the time.
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 of standard tube, depth of diamond tails, face-sampling bit or other type, whether core is orientated and if so, by what method, etc).	The deposit was initially sampled by 740 RAB holes. Further drilling included 32 RC holes (assumed standard 5 1/4 “ bit size) and 6 diamond holes (unknown diameter).
	Method of recording and assessing core and chip	The method of recordingand assessingcore and chip

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06. INDEPENDENT GEOLOGIST’S REPORT ANNEXURE B




Criteria	JORC Code explanation	Commentary
Drill sample recovery	sample recoveries and results assessed.	samples are not included in the open file reports. Historical RAB, RC and diamond holes are assumed to have been completed by previous holders to industry standard at that time (1980-2006).
	Measures taken to maximise sample recovery and ensure representative nature of the samples.	Full sample details are not available in the open file reports. Historical RAB, RC and diamond holes are d t h b ltd b i hld
		assume o ave een compee y prevous oers to industry standard at that time (1980-2006). Wiluna Mines’ RAB drill holes were composited samples up to 8m in length through the weathered zone. A bottom of hole sample was routinely collected in unoxidised rock and analysed for base metals and gold. Wiluna Mines’ RC drill holes were one (1) meter sampled though a cyclone. Composite samples of four (4) metres were collected using a scoop or spear. Resampling of gold anomalous intercepts were subsequently taken at 1 metre intervals using a scoop or spear. Geopecko Limited RAB drill holes were laid out in two (2) metre heaps. Each heap was thoroughly mixed and approximately 2kg per each four (4) metre interval was bagged. Geopecko RC drill hole samples were riffle split down to approximately 2kg. Below the water table wet sampling was achieved by mixing in the collection bag then grab sampling to approximately 2kg.
	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.	There is no known or reported relationship between sample recovery and grade with the RAB, RC or Diamond drilling.
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.	Logging is appropriate for the stage of the project and sufficiently detailed to support further studies.
	Whether logging is qualitative or quantitative in nature. Core (or costean, channel, etc) photography.	Logging of RAB, RC and diamond drill holes is included in the open file reports. Logging records lithology, mineralogy, texture, mineralisation, weathering, alteration and veining. Qualitative and quantitative logging of historic data varies in its completeness.
	The total length and percentage of the relevant intersections logged.	The total length of the historic drilling logged has not been calculated, however it appears from reviewing the open file reports that all drill holes were logged in their entirety.
Sub-sampling techniques and sample preparation	If core, whether cut or sawn and whether quarter, half or all core taken.	It is not known what quantity of core was submitted for analysis; details are not noted in the open file reports.
	If non-core, whether riffled, tube sampled, rotary split, etc and whether sampled wet or dry.	Wiluna Mines’ RAB drill holes were composited samples up to 8m in length through the weathered zone. A bottom of hole sample was routinely collected in unoxidised rock and analysed for base metals and gold. Wiluna Mines’ RC drill holes were one (1) meter sampled though a cyclone. Composite samples of four (4) metres were collected using a scoop or spear. Resampling of gold anomalous intercepts were subsequently taken at 1 metre intervals using a scoop or spear. Geopecko Limited RAB drill holes were laid out in two (2) metre heaps. Each heap was thoroughly mixed and approximately 2kg per each four (4) metre interval was bagged. Geopecko RC drill hole samples were riffle split down to approximately 2kg. Below the water table wet sampling was achieved by mixing in the collection bag then grab sampling to approximately 2kg.

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06. INDEPENDENT GEOLOGIST’S REPORT ANNEXURE B




Criteria	JORC Code explanation	Commentary
	For all sample types, the nature, quality and appropriateness of the sample preparation technique.	From reviewing open file reports the sampling techniques for both RAB, RC and diamond drilling sampling appear to be of consistent quality and appropriate.
	Quality control procedures adopted for all sub- sampling stages to maximise representivity of samples.	QAQC are not included in the open file reports. Best practice is assumed at the time of historic RAB, RC and DD li
		sampng.
	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.	Geopecko states that duplicate samples were taken for the RAB and RC drilling, duplicate details are included in the drill hole logs. It is unknown if duplicate sampling was performed on RAB, RC and DD drill holes completed by other operators, however it is assumed that sampling was completed to industry standard at that time (1980- 2006).
	Whether sample sizes are appropriate to the grain size of the material being sampled.	The material and sample sizes are considered appropriate given the style of mineralisation being targeted.
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.	The analytic methods for the programs with significant results which have been tabled in Annexure A and are included in Tables within the body of the Report are outlined below. RAB and RC drilling completed by Sovereign Resources was analysed at Genalysis Laboratories in Perth, with analysis for Au, Cr, Co, Ni, Cu, Zn, As, Mo, Ag and Sb (method B/AAS) and by Australian Laboratory Services for Au (by method PM203) and As (by method G102). Diamond samples were analysed by Genalysis Laboratories in Perth, with analysis by method B/AAS for Au, Cr, Co, Ni, Cu, Zn, As, Mo, Ag, Sb, Te, Pb and Bi. RAB drilling completed by Wiluna Mines was analysed by aqua regia then AAS for Au analysis. Bottom of drill hole samples were analysed for Cu, Pb, Zn, Ni, Co, Sb and Ag by acid digest with ICP/OES finish. RAB and RC drilling completed by Wiluna Mines was analysed at Amdel, Perth. For RAB samples a 50g sample was digested by aqua regia, followed by extraction into an organic solvent. This extract was then analysed by atomic absorption with a detection limite of 0.02 g/t Au. For RC samples gold values were determined using a 30g pulverised sub-sample by fire assay, carbon rod extraction with an AAS finish. RAB and RC drilling completed by Geopecko Limited analysed at Genalysis Laboratories in Perth, with analysis of gold completed by B/ETA method.
	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.	Hand held assay devices have not been reported.
	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.	Industry practice is assumed for historical drilling.
Verification of sampling and assaying	The verification of significant intersections by either independent or alternative company personnel.	No verification of sampling and assaying has been undertaken by TechGen for the historical drilling.
	The use of twinned holes.	No specific twinned holes have been drilled.
	Documentation of primary data, data entry procedures, data verification, data storage (physical and electronic)	Data from previous drilling is currently being compiled by TechGen from open file reports.

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06. INDEPENDENT GEOLOGIST’S REPORT ANNEXURE B




Criteria	JORC Code explanation	Commentary
	protocols.
	Discuss any adjustment to assay data.	The digital data shows no indication of assay adjustment being performed.
Location of data points	Accuracy and quality of surveys used to locate drill holes (collar and down-hole surveys), trenches, mine ki d th lti d i Mil R	Historic RAB drill holes were predominately located on a local grid, method unknown.
	worngs an oer ocaons use n nera esource estimation.	RC and diamond drill holes were predominately located in the field with survey control via handheld Global Positioning System (GPS), with an assumed accuracy (dither factor) of ±5m accuracy on easting and northing and ±10m accuracy on RL. Deviation in the diamond holes is included in the Sovereign open file report. The survey method is not known, deviation is measured approximately each 50m.
	Specification of the grid system used.	The grid system for the El Donna Project is Map Grid of Australia GDA 94, Zone 51.
	Quality and adequacy of topographic control.	Topographic data obtained from the relevant 1:100,000 map gives a satisfactory control over the topography. The area is predominately flat.
Data spacing and distribution	Data spacing for reporting of Exploration Results.	RAB drill holes were initially designed on 100m spacing on 250-300m spaced lines. Areas of interest had infill completed on them with 40m spaced holes on 100m spaced lines. El Donna 2 and El Donna 3 prospects had RAB drilling completed on a 20x20m grid.
	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.	Sample spacing is deemed appropriate for identifying geochemical anomalies but could not be used to establish geological and grade continuity. RC and diamond data spacing is deemed insufficient to establish geological and grade continuity to establish a mineral resource estimate.
	Whether sample compositing has been applied.	No mention of sample compositing has been found in open file reports.
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.	The majority of RAB drilling was vertical which provides limited geological information. RC and diamond drilling was predominantly oriented towards the east in order to provide the best intersection angles possible for the west dipping geological and mineralisation trends.
	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.	Orientation of the mineralised domain has been favourable for perpendicular drilling (RC and diamond) and sample widths are not considered to have added a significant sampling bias. RAB drillholes were vertical.
Sample security	The measures taken to ensure sample security.	There is no documentation on sample security for the samples available in the open file reports.
Audits or reviews	The results of any audits or reviews of sampling techniques and data.	There is no documentation of audits on sampling or data available in Annual Reports.

Section 2: Reporting of Exploration Results (Criteria listed in the preceding section also apply to this section)

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	TheEl Donna Projectcomprises a single granted Exploration Licence, namely E27/0610. The licence covers an area of 14km2. Tasex Geological Services Pty Ltd is the registered holder, TechGen has entered into a term sheet with Tasex Geological Services Pty Ltd to acquire a 100% interest in the tenement.

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06. INDEPENDENT GEOLOGIST’S REPORT ANNEXURE B




Criteria	JORC Code explanation	Commentary
	reporting along with any known impediments to obtaining a licence to operate in the area.	The Project lies on the Hampton Hill (PL N049710) Pastoral Lease. The El Donna Project overlies the Hampton Hill Pastoral Lease (PL N049710). The tenement is subject to the Maduwongga Native Title Claim (WC2017/001) and the southern portion of the tenement overlies a registered aboriginal site, being Lake Yindarlogooda,
		Mammu Tjukurrpa (site reference 30602).
Exploration done by other parties	Acknowledgment and appraisal of exploration by other parties.	Previous exploration activities within the general El Donna Project area commenced in the late 1890s with prospectors moving away from the finds of Kalgoorlie and Kanowna. Exploration included within the Report incldes that completed by City Resources (WA) Pty Limited, Esso Australia and Production Inc., Geopeko Limited, Defiance Mining NL, Sovereign Resources, Wiluna Mines Ltd, Colonial Resources Ltd and TechGen Metals.
Geology	Deposit type, geological setting and style of mineralisation.	The El Donna Project lies within the Archean Norseman- Wiluna greenstone belt of Western Australia’s Yilgarn Craton. The geology of the El Donna Project is dominated by a sequence comprising basaltic to gabbroic rocks with occasional shale, mudstone and minor ultramafic lenses. There are various gold prospects within the El Donna Project, with previous exploration showing the_El Donna_ 2,El Donna 4_and_El Donna 7 _Prospects_to be the most significant. Gold mineralisation encountered to date within the El Donna Project shows a strong supergene component and a close spatial relationship to the interpreted northwest trending shear zones. Primary gold mineralisation has been encountered at depth along these shear zones associated with extensive quartz veining and disseminated pyrite and arsenopyrite mineralisation and strong carbonate-sericite alteration within basalt.
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:  easting and northing of the drill hole collar  elevation or RL (Reduced Level – elevation above sea level in metres) of the drill hole collar  dip and azimuth of the hole  down hole length and interception depth  hole length.	All hole collar locations, depths, azimuths and dips are provided within this Report (Annexure A).
	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.	Not applicable, all relevant information has been included.
Data aggregation methods	In reporting Exploration Results, weighting averaging techniques, maximum and/or minimum grade truncations (eg cutting of high grades) and cut-off grades are usually Material and should be stated.	Reported intersections are downhole, length-weighted averages that were calculated using a nominal >1.0 g/t Au lower cut-off; minimum grade of final composite >1.0 g/t Au, maximum length of total waste 2
	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.	No top cuts have been considered in reporting of grade results, nor was it deemed necessary for the reporting of significant intersections.
	The assumptions used for any reporting of metal	No metal equivalent values are currentlybeingused for

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Criteria	JORC Code explanation	Commentary
	equivalent values should be clearly stated.	reporting exploration results.
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	Widths of mineralisation have not been postulated. All mineralised intervals quoted in this Report are quoted as downhole widths only. The orientation of the drillholes in relation to the known mineralisation and geology is shown in the figures of the Report.
	(eg ‘down hole length, true width 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.	Refer to Figures in body of 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 representative results have been reported.
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.	All relevant exploration data is shown on figures, in text and in Annexure A.
Further work	The nature and scale of planned further work (eg 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.	A follow up exploration work program has been proposed and is outlined in the Report. Future work will largely be focused on geophysical acquisition and interpretation and the subsequent drilling of targets. All relevant diagrams and inferences have been illustrated in this report.

The following Tables are provided to ensure compliance with the JORC Code (2012) edition requirements for the reporting of the Exploration Results at the Ida Valley Project.

Section 1: Sampling Techniques and Data (Criteria in this section apply to all succeeding sections)

Criteria	JORC Code explanation	Commentary
Sampling techniques	Nature and quality of sampling (eg 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.	The results detailed within this Report for the Mt Ida Project are from an auger soil and rock geochemistry program completed by TechGen during 2020. 505 auger samples were collected on either a line spacing of 50m or 100m. 26 rockchip samples were collected from areas with exposure geology.
	Include reference to measures taken to ensure sample representivity and the appropriate calibration of any measurement tools or systems used.	Soil samples were collected along five lines, the two lines which targeted the most magnetic portion along the fault zone (Line 2 & Line 3) had sampling completed at a 50m sample spacing, with the remaining three lines being sampled on a spacing of 100m. Industry standard practice was applied on site to ensure sample representivity. The laboratory has applied appropriate QAQC to sample preparation and appropriate calibration / QAQC to analytical instruments.
	Aspects of the determination of mineralisation that are	Auger drillingwas used to obtain a ~250gsample from

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Criteria	JORC Code explanation	Commentary
	Material to the Public Report. In cases where ‘industry standard’ work has been done this would be relatively simple (eg ‘reverse circulation drilling was used to obtain 1 m samples from which 3 kg was pulverised to produce a 30 g charge for fire assay’). In other cases more explanation may be required, such as where there is coarse gold that has inherent sampling bl Ul diti iliti	the carbonate horizon (between 0.3m and 2.0m depth) which was pulverised to produce a 25g charge prior to an aqua regia digestion with ICP-MS finish for 1ppb Au detection limit and multi-element analysis was completed by Mass Spectrometry for various elements. Sampling techniques are considered to be appropriate for this stage of exploration.
	proems. nusua commoes or mnerasaon types (eg submarine nodules) may warrant disclosure of detailed information.
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 of standard tube, depth of diamond tails, face-sampling bit or other type, whether core is orientated and if so, by what method, etc).	Open hole 3.5-inch auger drilling, all holes were drilled vertically.
Drill sample recovery	Method of recording and assessing core and chip sample recoveries and results assessed.	There were no issues with hole depths or sample recoveries.
	Measures taken to maximise sample recovery and ensure representative nature of the samples.	Sample recovery was 100%. 250g sample of carbonate horizon was sampled. In an absence of the carbonate horizon bottom of 2.0m hole sample collected.
	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.	There is a potential for contamination in open hole drilling techniques, but sample bias is not likely due to the shallow drill hole depths.
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.	Auger samples were logged for geomorphology and the strength of acid / carbonate reaction.
	Whether logging is qualitative or quantitative in nature. Core (or costean, channel, etc) photography.	Logging of auger samples was quantitative (eg. carbonate reaction). Logging of rock chip samples was quantitative and qualitative.
	The total length and percentage of the relevant intersections logged.	All auger samples were logged.
Sub-sampling techniques and sample preparation	If core, whether cut or sawn and whether quarter, half or all core taken.	Not applicable, no core drilling is reported for this Project.
	If non-core, whether riffled, tube sampled, rotary split, etc and whether sampled wet or dry.	The entire soil sample was submitted to the laboratory for preparation (crushing / pulverising) prior to any sub sampling.
	For all sample types, the nature, quality and appropriateness of the sample preparation technique.	Sample preparation and analyses was carried out by Australian Laboratory Services Pty Ltd (ALS) in Perth. All samples were dried, crushed, pulverised and split to produce a charge of 50g for analysis. The sampling technique for geochemical soil samples is deemed appropriate given the exploratory stage of the Project.
	Quality control procedures adopted for all sub- sampling stages to maximise representivity of samples.	The carbonate horizon was preferentially sampled. Acid was used to test for presence of carbonate. The sample medium and carbonate abundance was noted for all 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.	Soil samples were collected along five lines, the two lines which targeted the most magnetic portion along the fault zone (Line 2 & Line 3) had sampling completed at a 50m sample spacing, with the remaining three lines being sampled on a spacing of 100m. Hydrochloric acid used to determine the best carbonate reaction to obtain a suitable sample.

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Criteria	JORC Code explanation	Commentary
	Whether sample sizes are appropriate to the grain size of the material being sampled.	The material and sample sizes are considered appropriate given the style of mineralisation being targeted and the early stage of exploration.
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.	250g samples were submitted to Australian Laboratory Services Pty Ltd (ALS), Kalgoorlie. Samples were forwarded to ALS, Malaga for sample preparation and li Sl lid t 85% <75
		anayss. ampes were puverse o um. Gold was analysed by a 25g aqua regia digestion with ICP-MS finish for 1ppb Au detection limit (method AU- TL43). Multi-element analysis was completed by Mass Spectrometry (ME-MS61) for Ag, Al, As, Ba, Be, Bi, Ca, Cd, Ce, Co, Cr, Cs, Cu, Fe, Ga, Ge, Hf, In, K, La, Li, Mg, Mn, Mo, Na, Nb, Ni, P, Pb, Rb, Re, S, Sb, Sc, Se, Sn, Sr, Ta, Te, Th, Ti, Tl, U, V, W, Y, Zn and Zr.
	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.	Handheld assay devices have not been reported.
	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.	Laboratory QC procedures for auger and rockchip sample assays has included the use of internal certified reference material as assay standards and replicates. Laboratory standards and blanks were inserted as per ALS standard procedures. The analyses of the standards and blanks indicate acceptable levels of accuracy have been established.
Verification of sampling and assaying	The verification of significant intersections by either independent or alternative company personnel.	No verification of significant auger samples has been required.
	The use of twinned holes.	Not applicable, auger drilling only included in the report for the Mt Ida Project.
	Documentation of primary data, data entry procedures, data verification, data storage (physical and electronic) protocols.	The contractor followed strict procedures for data capture and data flow. Each sample bag was labelled with a unique sample number. Sample numbers are used to match analyses from the laboratory to the inhouse database containing sampling data. Data entry was completed by AusEx Exploration Services staff.
	Discuss any adjustment to assay data.	There have been no adjustments made to any 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.	Auger and rock samples were located in the field with survey control via handheld Global Positioning System (GPS), with an assumed accuracy (dither factor) of ±5m accuracy on easting and northing and ±10m accuracy on RL.
	Specification of the grid system used.	The grid system for the Mt Ida Project is Map Grid of Australia GDA 94, Zone 51.
	Quality and adequacy of topographic control.	Topographic data was obtained for public download of the relevant 1:250,000 scale map sheets, which is deemed adequate for the current purpose and stage of exploration.
Data spacing and distribution	Data spacing for reporting of Exploration Results.	Auger samples were collected along five lines, the two lines which targeted the most magnetic portion along the fault zone (Line 2 & Line 3) had sampling completed at a 50m sample spacing, with the remaining three lines being sampled on a spacing of 100m. Rock chip sampling is first pass reconnaissance sampling, spacing is variable and based on outcrop location and degree of exposure.

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Criteria	JORC Code explanation	Commentary
	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.	Sample spacing is deemed appropriate for identifying geochemical anomalies but could not be used to establish geological and grade continuity. Data spacing is deemed insufficient to establish geological and grade continuity to establish a mineral resource estimate.
	Whether sample compositing has been applied.	No sample compositing has been applied.
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.	The orientation of the sampling (east-west) is considered to be perpendicular to the overall strike of the regional features based on the current regional geological interpretation of the fabric and structures.
	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.	Not applicable. Results presented are auger geochemical samples.
Sample security	The measures taken to ensure sample security.	Samples were collected and prepared in the field by an experienced auger contractor. The auger contractor delivered the samples to ALS, Kalgoorlie who forwarded them to ALS, Malaga. The sample chain of custody was managed by Latitude.
Audits or reviews	The results of any audits or reviews of sampling techniques and data.	Auger sampling standard operatory procedures were followed in the field. To date there has not been an audit of data.

Section 2: Reporting of Exploration Results (Criteria listed in the preceding section also apply to this section)

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.	TheIda Valley Projectcomprises a granted Exploration Licence, namely E29/1053 and a pending Exploration Licence, namely E36/0979. The licences cover an area of 114km2. Blue Bull Gold Pty Ltd is the registered holder of both tenements, TechGen has entered into a term sheet with Blue Bull Gold Pty Ltd to acquire a 100% interest in the tenement. The Project lies on the Sturt Medows (PL N050636) and Pinnacles (PL N049812) Pastoral Leases. The Ida Valley Project overlies the Sturt Meadows Pastoral Lease (PL N050635) and an area described as an “Other Heritage Place” titled Ida Valley (reference number 2895). The Other Heritage Place covers less than 5% of the area of the tenement.
Exploration done by other parties	Acknowledgment and appraisal of exploration by other parties.	Minimal exploration has been completed within the Ida Valley Project. CSR Limited completed stream sediment sampling during 1988 and Herald Resources Limited completed a RAB/Aircore drilling program during 2001.
Geology	Deposit type, geological setting and style of mineralisation.	The Ida Valley Project lies within the northern sector of the Norseman-Wiluna Greenstone Belt in the Eastern Goldfields Province of the Archean Yilgarn Craton. Surface geology of the area is not well understood due to lack of outcrop. Recent field traverses completed by TechGen whilst geochemical sampling was being undertaken located exposed faults and the presence of ultramafics and metasediments. Theprojectgeologyof

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Criteria	JORC Code explanation	Commentary
		the area will be further interrogated during upcoming geological and structural mapping.
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:	The location of auger holes and rockchip samples is shown in a diagram in the main body of the Report.
	 easting and northing of the drill hole collar  elevation or RL (Reduced Level – elevation above sea level in metres) of the drill hole collar  dip and azimuth of the hole  down hole length and interception depth  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.	Not applicable, all relevant information has been included.
Data aggregation methods	In reporting Exploration Results, weighting averaging techniques, maximum and/or minimum grade truncations (eg cutting of high grades) and cut-off grades are usually Material and should be stated.	Not applicable, geochemical sampling results presented are single point data.
	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.	Not applicable.
	The assumptions used for any reporting of metal equivalent values should be clearly stated.	No metal equivalent values are currently being used for the reporting exploration results.
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 (eg ‘down hole length, true width not known’).	Not applicable, geochemical sampling results presented are single point data.
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 Figures in body of the 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 results have been reported. The accompanying document is considered to be a balanced Report with a suitable cautionary note.
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.	All relevant exploration data is shown on figures, in text and in Annexure A.
Further work	The nature and scale of planned further work (eg 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	A follow up exploration work program has been proposed and is outlined in the Report. Future work will largely be focused on the compilation and interpretation of geochemical and geophysical data and the subsequent drilling of targets. All relevant diagrams and inferences have been

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06. INDEPENDENT GEOLOGIST’S REPORT ANNEXURE B

Criteria	JORC Code explanation	Commentary
	this information is not commercially sensitive.	illustrated in the Report.

The following Tables are provided to ensure compliance with the JORC Code (2012) edition requirements for the reporting of the Exploration Results at the Harbutt Range Project.

Section 1: Sampling Techniques and Data (Criteria in this section apply to all succeeding sections)

Criteria	JORC Code explanation	Commentary
Sampling techniques	Nature and quality of sampling (eg 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.	The drilling results detailed in this report were from drilling undertaken by Scimitar Resources Ltd (Scimitar) during 2010 and by Rumble Resources Ltd (Rumble) during 2011. Reverse Circulation and diamond drilling was completed a the Harbutt Range Project, at the Maxwell and Ninety-Nine Prospects. Drilling targeted base metal mineralisation. Quarter core samples were collected on the basis of geological intervals, sampled at 1m intervals. Reverse circulation samples were sampled with 4m composite samples.
	Include reference to measures taken to ensure sample representivity and the appropriate calibration of any measurement tools or systems used.	RC drill holes were sampled and geologically logged on 1m intervals. Diamond drill holes were sampled and geologically logged on 1m intervals.
	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 (eg ‘reverse circulation drilling was used to obtain 1 m samples from which 3 kg was pulverised to produce a 30 g charge for fire assay’). In other cases more explanation may be required, such as where there is coarse gold that has inherent sampling problems. Unusual commodities or mineralisation types (eg submarine nodules) may warrant disclosure of detailed information.	All aspects of the determination of mineralisation are described in this table. The core sampling method and the RC sampling method is considered appropriate for the style mineralisation. All of the drill samples were sent to a commercial laboratory for crushing, pulverising and chemical analysis by industry standard practises.
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 of standard tube, depth of diamond tails, face-sampling bit or other type, whether core is orientated and if so, by what method, etc).	RC drilling was completed by Drilling Australia for Scimitar during 2010. RC drilling used an industry standard 5.5-inch face sampling hammer. RC and diamond drilling was completed by Quality Drilling Pty for Rumble during 2012. RC drilling used an industry standard 5.5-inch face sampling hammer. Diamond drilling comprises HQ diameter sized core.
Drill sample recovery	Method of recording and assessing core and chip sample recoveries and results assessed.	Drill core and chip recoveries were recorded at the time of logging. Overall documented recoveries are >95% and there is no mention of core loss issues or significant sample recovery problems detailed in the relevant Annual Reports.
	Measures taken to maximise sample recovery and ensure representative nature of the samples.	RC drilling - the cyclone and splitter were routinely inspected and cleaned during the drilling, ensuring no excessive material build-up. Care was taken to ensure the split samples were of a consistent volume. Diamond core was reconstructed into continuous runs on an angle iron cradle for orientation marking. Depths are checked against the depth given on the core blocks and rod counts are routinely carried out by the drillers.
	Whether a relationship exists between sample recovery and grade and whether sample bias may have occurred due topreferential loss/gain of	No relationship between sample recovery and grade has been identified.

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06. INDEPENDENT GEOLOGIST’S REPORT ANNEXURE B




Criteria	JORC Code explanation	Commentary
	fine/coarse material.
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.	The RC and diamond drill holes were geologically logged at 1m intervals for the total length of the hole using the Scimitar and Rumble standard logging legend. Logging is deemed appropriate for the stage of the
		project and sufficiently detailed to support further studies.
	Whether logging is qualitative or quantitative in nature. Core (or costean, channel, etc) photography.	Logging of chips and core is both qualitative and quantitative. Drill samples are logged for lithology, colour, texture, weathering, minerals, alteration, and sulphide percentage and type, with comments included as necessary. Photos of the drill core are taken for the entire hole. Petrology reports on selected diamond drill core were completed.
	The total length and percentage of the relevant intersections logged.	Every hole was logged for every metre (entire length of hole).
Sub-sampling techniques and sample preparation	If core, whether cut or sawn and whether quarter, half or all core taken.	Diamond drill core was sawn and quarter core samples were submitted for analysis.
	If non-core, whether riffled, tube sampled, rotary split, etc and whether sampled wet or dry.	All RC drill holes and pre-collars were sampled from the rig via 1m splits to calico bags, with a target weight of between 2kg to 4kg.
	For all sample types, the nature, quality and appropriateness of the sample preparation technique.	The sampling techniques are not included in the WAMEX reports but are considered to have been appropriate.
	Quality control procedures adopted for all sub- sampling stages to maximise representivity of samples.	Sampling and analysis schemes are included in the Scimitar and Rumble Annual reports. Details of QAQC procedures are not included.
	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.	QAQC has been reported to have been routinely conducted throughout historical drilling and geochemical sampling, however methodologies are not documented.
	Whether sample sizes are appropriate to the grain size of the material being sampled.	The material and sample sizes are considered appropriate given the style of mineralisation being targeted.
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.	The analytic methods for the programs with significant results which have been tabled in Annexure A and are included in Tables within the body of the Report are outlined below. The Scimitar and Rumble drilling program samples were sent to ALS Laboratories in Perth for analysis for Au by fire assay (Au-AA25) and multi-elements by Mass Spectrometry (ME-MS61) for Ag, Al, As, Ba, Be, Bi, Ca, Cd, Ce, Co, Cr, Cs, Cu, Fe, Ga, Ge, Hf, In, K, La, Li, Mg, Mn, Mo, Na, Nb, Ni, P, Pb, Rb, Re, S, Sb, Sc, Se, Sn, Sr, Ta, Te, Th, Ti, Tl, U, V, W, Y, Zn and Zr. This technique approaches near total dissolution of most minerals and is considered an appropriate assay method.
	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.	Handheld assay devices have not been reported.
	Nature of quality control procedures adopted (eg standards, blanks, duplicates, external laboratory checks) and whether acceptable levels of accuracy (ie	Rumble and Scimitar refer to QAQC procedures, however there is no data included in the Annual Reports. Further details are not available.

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06. INDEPENDENT GEOLOGIST’S REPORT ANNEXURE B




Criteria	JORC Code explanation	Commentary
	lack of bias) and precision have been established.
Verification of sampling and assaying	The verification of significant intersections by either independent or alternative company personnel.	No verification of sampling and assaying has been undertaken by TechGen for the historical drilling.
	The use of twinned holes.	No specific twinned holes have been drilled.
	Dtti f i dt dt t d	Dtild d f dilli li d
	ocumenaon o prmary aa, aa enry proceures, data verification, data storage (physical and electronic) protocols.	eae proceures or rng, sampng an geological logging completed by Scimitar and Rumble are not comprehensively included in open file Annual Reports, although summaries of the processes employed are provided in various drilling reports.
	Discuss any adjustment to assay data.	The digital data shows no indication of assay adjustment being performed.
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.	Drill holes were located in the field with survey control via handheld Global Positioning System (GPS), with an assumed accuracy (dither factor) of ±5m accuracy on easting and northing and ±10m accuracy on RL. Downhole survey data was collected using a digital Reflex survey tool for the Rumble drilling completed by Rumble. Downhole survey information was not collected by Scimitar.
	Specification of the grid system used.	The grid system for the Harbutt Range Project is Map Grid of Australia GDA 94, Zone 51.
	Quality and adequacy of topographic control.	Elevation data was captured with handheld CPS and cross referenced with local topographical maps. This is deemed to give a satisfactory control over the topography.
Data spacing and distribution	Data spacing for reporting of Exploration Results.	Drillholes are exploratory only, located and specifically planned according to target location and stratigraphic location. No systematic drilling has been completed.
	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.	Sample spacing is deemed appropriate for identifying geochemical anomalies but could not be used to establish geological and grade continuity. Data spacing is deemed insufficient to establish geological and grade continuity to establish a mineral resource estimate.
	Whether sample compositing has been applied.	No mention of sample compositing has been found in Annual Reports.
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.	While diamond drill core will provide structural information about the mineralisation and geology, due to the lack of drilling at the prospects and tits early stage, unable to comment whether the sampling undertaken to date has achieved an unbiased sampling of possible structures.
	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 has been identified.
Sample security	The measures taken to ensure sample security.	There is no documentation on sample security for the RC and diamond core samples available in Scimitar and Rumble Annual reports.
Audits or reviews	The results of any audits or reviews of sampling techniques and data.	There is no documentation of audits on sampling or data available in Annual Reports.

Section 2: Reporting of Exploration Results (Criteria listed in the preceding section also apply to this section)

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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	TheHarbutt Range Projectcomprises two granted Exploration Licences, namely E45/5294 and E45/5439. The licences cover an area of 376km2. Tasex Geological Services Pty Ltd is the registered holder of E45/5294 and Blue Ribbon Mines Pty Ltd is the registered holder of E45/5439. TechGen has entered into a term sheet with Tasex Geological Services Pty Ltd to acquire a 100% interest in E45/5294 and with
	reporting along with any known impediments to obtaining a licence to operate in the area.	Blue Ribbon Mines Pty Ltd to acquire a 100% interest in E45/5439. The Project is subject to the Martu and Ngurrara native title determination (WCD2002/002) which incorporates several Indigenous Land Use Agreements (ILUA). Tenement E45/5294 overlies an area described as an “Other Heritage Place” titled Mt Cotton (reference number 6921). The Other Heritage Place covers less than 1% of the area of the tenement. Tenement E45/5439 overlies several registered aboriginal sites and one area described as an “Other Heritage Place”. The registered sites are; Curanell (reference number 6440) which covers less than 5% of the tenement, Teewalteewal (reference number 6441) which covers less than 5% of the tenement, and Harbutt Range (reference number 6704) which is a “Mythological, Birth Place, Hunting Place and Water Source” and covers the central portion of the tenement; and Winakarugina Cave (reference number 7100) which covers less than 1% of the tenement. The “Other Heritage Place is Bpindudpindu (reference 6457) which covers less than 5% of the most south western corner of the tenement.
Exploration done by other parties	Acknowledgment and appraisal of exploration by other parties.	From the 1980s to now, the general area has been explored for uranium, base metals, diamonds and gold. A number of exploration campaigns have been undertaken by a variety of companies, including CRA Exploration Ltd, PNC (Australia) Pty Limited, Stockdale Prospecting, Platinum Australia, Scimitar Resources Ltd and Rumble Resources Ltd. Exploration completed includes geological mapping, geochemical sampling, geophysical surveying and drilling.
Geology	Deposit type, geological setting and style of mineralisation.	The Harbutt Range Project lies within the Rudall Complex of the Proterozoic-aged Paterson Province. The regional geology consists of extensive late Tertiary to recent sand cover that largely obscures a basement of folded and metamorphosed Lower to Mid Proterozoic strata, which include schists, gneisses, iron formations, cherts, carbonate beds and basic volcanics. The project area is considered prospective for intrusive related copper-gold and sediment hosted base metal (copper-lead–zinc–silver) style mineralisation. Exploration has been primarily focused on base metal and gold mineralisation.
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:  easting and northing of the drill hole collar  elevation or RL (Reduced Level – elevation above sea level in metres) of the drill hole collar  dip and azimuth of the hole  down hole length and interception depth  hole length.	All hole collar locations, depths, azimuths and dips are provided within this Report (Annexure A) for drilling completed by Scimitar and Rumble.
	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	No information has been excluded.

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06. INDEPENDENT GEOLOGIST’S REPORT ANNEXURE B




Criteria	JORC Code explanation	Commentary
	of the report, the Competent Person should clearly explain why this is the case.
Data aggregation methods	In reporting Exploration Results, weighting averaging techniques, maximum and/or minimum grade truncations (eg cutting of high grades) and cut-off grades are usually Material and should be stated	Reported intersections are downhole, length-weighted averages that were calculated using a nominal ≥1000ppm Cu, Pb or Zn lower cut-off; ≥1000ppm Cu, Pb or Zn final grade, 10m minimum reported length and up to 10m of consecutive internal waste
	.	. Higher grade intersections were calculated using a nominal ≥5000ppm Cu, Pb or Zn lower cut-off; ≥5000ppm Cu, Pb or Zn final grade, 10m minimum reported length and up to 2m of consecutive internal waste. Gold intersections were calculated using a nominal ≥0.2g/t Au lower cut-off; ≥0.2g/t Au final grade, maximum 2m of consecutive internal waste.
	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.	Length weighted averaging of drill results was carried out according to the following formula: {[Sum of (all individual assay values x corresponding individual sample length for selected intersection)] divided by [total length of selected intersection]}. Intervals range from 1 to 4m.
	The assumptions used for any reporting of metal equivalent values should be clearly stated.	No metal equivalent values are currently being used for reporting exploration results.
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 (eg ‘down hole length, true width not known’).	Widths of mineralisation have not been postulated. All mineralised intervals quoted in this Report are quoted as downhole widths only. While the geometry of the mineralisation is not known, the orientation of the drillholes in relation to the interested geology is shown in the figures of the Report.
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 Figures in the 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 representative results have been reported.
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.	All relevant exploration data is shown on figures, in text and in Annexure A.
Further work	The nature and scale of planned further work (eg 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.	A follow up exploration work program has been proposed and is outlined in the Report. Future work will largely be focused on geophysical acquisition and interpretation and the subsequent drilling of targets. All relevant diagrams and inferences have been illustrated in this report.

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06. INDEPENDENT GEOLOGIST’S REPORT ANNEXURE B

The following Tables are provided to ensure compliance with the JORC Code (2012) edition requirements for the reporting of the Exploration Results at the North Nifty Project.

Section 1: Sampling Techniques and Data (Criteria in this section apply to all succeeding sections)

Criteria	JORC Code explanation	Commentary

Sampling techniques	Nature and quality of sampling (eg 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.	The drilling results detailed in this report were from drilling undertaken by Birla (Nifty) Pty Ltd during 2003 and 2004. RAB and aircore drilling was completed by Grimwood Davies Drilling using a custom designed AC/RC drilling rig (900x350psi with booster) and by Mt Magnet Drilling using a custom designed AC/RC drilling rig (650x350psi with booster).
	Include reference to measures taken to ensure sample representivity and the appropriate calibration of any measurement tools or systems used.	Samples were taken as 4m composites starting from 4m above the base of the transported cover.
	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 (eg ‘reverse circulation drilling was used to obtain 1 m samples from which 3 kg was pulverised to produce a 30 g charge for fire assay’). In other cases more explanation may be required, such as where there is coarse gold that has inherent sampling problems. Unusual commodities or mineralisation types (eg submarine nodules) may warrant disclosure of detailed information.	All aspects of the determination of mineralisation are described in this table. The aircore and RAB sampling method is considered appropriate for the style mineralisation. All of the drill samples were sent to a commercial laboratory for crushing, pulverising and chemical analysis by industry standard practises.
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 of standard tube, depth of diamond tails, face-sampling bit or other type, whether core is orientated and if so, by what method, etc).	Aircore and RAB drilling was completed by Grimwood Davies Drilling for Birla (Nifty) Pty Ltd during 2003. A Grimwood designed high capacity 6x6 truck-mounted drill rig with a 900x350 onboard compressor was used for the program. Aircore and RAB drilling was completed by Mt Magnet Drilling for Birla (Nifty) Pty Ltd during 2004. A Hydco 40 truck-mounted drill rig with a 650x350 onboard compressor was used for the program. RAB drilling was successful in areas with shallow cover but aircore was required in aeras with deeper cover or a shallow water table. Ferruginous and siliceous hard bands in the profile required regular changes from aircore to aircore hammer.
Drill sample recovery	Method of recording and assessing core and chip sample recoveries and results assessed.	Unknown. Drill logs are included in the open file reports however there are no comments relating to recovery.
	Measures taken to maximise sample recovery and ensure representative nature of the samples.	Unknown. Drill logs are included in the open file reports however there are no comments relating to recovery.
	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.	Drill logs are included in the open file reports however there are no comments relating to recovery. There is no known or reported relationship between sample recovery and grade with the RC drilling.
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.	The drill holes were geologically logged at 1m intervals for the total length of the hole, subdivided into geological boundaries Logging is appropriate for the stage of the project and sufficiently detailed to support further studies.
	Whether logging is qualitative or quantitative in nature. Core (or costean, channel, etc) photography.	The logging included in the open file reports is brief, containing only two lithology notes for each interval.
	The total length and percentage of the relevant intersections logged.	Drill holes are logged in their entirety.
	If core, whether cut or sawn and whether quarter, half	Not applicable.

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06. INDEPENDENT GEOLOGIST’S REPORT ANNEXURE B




Criteria	JORC Code explanation	Commentary
Sub-sampling techniques and sample preparation	or all core taken.
	If non-core, whether riffled, tube sampled, rotary split, etc and whether sampled wet or dry.	Samples were taken as 4m composites starting from 4m above the base of the transported cover. There is no mention of sub-sampling techniques for the drilling within the open file reports.

	For all sample types, the nature, quality and appropriateness of the sample preparation technique.	There is no mention of sampling preparation for the drilling within the open file reports.
	Quality control procedures adopted for all sub- sampling stages to maximise representivity of samples.	There are no details of sub-sampling techniques for the drilling within the open file reports.
	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.	QAQC has been reported to have been routinely conducted throughout historical drilling and geochemical sampling, however methodologies are not documented.
	Whether sample sizes are appropriate to the grain size of the material being sampled.	The material and sample sizes are considered appropriate given the style of mineralisation being targeted.
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.	The analytic methods for the programs with significant results which have been tabled in Annexure A and are included in Tables within the body of the Report are outlined below. Samples were submitted to Australian Laboratory Services in Perth for analysis of Cu, Pb, Zn, Fe, Ag and As. Multi-element analysis was determined by a four-acid digest on a 0.25g of sample, analysis was via IPC-MS and ICPAES. HNO₃-HClO₄-HF acid digestion, HCl leach (ALS code ME-MS61). This analysis dissolves nearly all minerals in the majority of geological samples, paired with ICP-MS and ICP-AES analysis provide super-trace detection limits. The rare earth elements are not fully extracted in a four-acid digestion. Gold assay was determined by ICPMS via aqua regia digestion (ALS code Au-TL43). Experience has shown this method to be applicable for fine grained gold population of the mineralisation due to the completion of digestion. There is a technical constraint in that coarse-grained gold may not completely enter solution resulting in conservative assay.
	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.	Handheld assay devices have not been reported.
	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.	It is unknown what QAQC methods Bacome used, however it is assumed that usual Australian Laboratory Services internal laboratory protocols were followed.
Verification of sampling and assaying	The verification of significant intersections by either independent or alternative company personnel.	No verification of sampling and assaying has been undertaken by TechGen for the historical drilling.
	The use of twinned holes.	No specific twinned holes have been drilled.
	Documentation of primary data, data entry procedures, data verification, data storage (physical and electronic) protocols.	Detailed procedures for drilling, sampling and geological logging completed by Birla (Nifty) Pty Ltd are not comprehensively including in Open File reports, although summaries of the processes employed are provided in various drilling reports.
	Discuss any adjustment to assay data.	The digital data shows no indication of assay

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06. INDEPENDENT GEOLOGIST’S REPORT ANNEXURE B




Criteria	JORC Code explanation	Commentary
		adjustment being performed.
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.	Rock samples and drill holes were located in the field with survey control via handheld Global Positioning System (GPS), with an assumed accuracy (dither factor) of ±5m accuracy on easting and northing and ±10m accuracy on RL.
		All drill holes were vertical, no down hole surveys were required.
	Specification of the grid system used.	The grid system for the North Nifty Project is Map Grid of Australia GDA 94, Zone 51.
	Quality and adequacy of topographic control.	The RL of drill collars (RC) and rockchips was measured by GPS survey to an accuracy of ±10 meters, in conjunction with the topographic data obtained from the relevant 1:100,000 map which gives a satisfactory control over the topography.
Data spacing and distribution	Data spacing for reporting of Exploration Results.	Historical drillholes are exploratory only. No systematic drilling has been completed.
	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.	Sample spacing is deemed appropriate for identifying geochemical anomalies but could not be used to establish geological and grade continuity. Data spacing is deemed insufficient to establish geological and grade continuity to establish a mineral resource estimate.
	Whether sample compositing has been applied.	No mention of sample compositing has been found in Annual Reports.
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.	All drill holes were vertical, drilled along swales in an ENE direction to avoid crossing sand dunes.
	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.	All drill holes were vertical.
Sample security	The measures taken to ensure sample security.	There is no documentation on sample security for the drill samples available in historical reports.
Audits or reviews	The results of any audits or reviews of sampling techniques and data.	There is no documentation of audits on sampling or data available in historical reports. No formal audit has been completed on the samples being reported.

Section 2: Reporting of Exploration Results (Criteria listed in the preceding section also apply to this section)

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.	TheNorth Nifty Projectcomprises two Exploration Licence applications, namely E45/5506 and E45/5511. The licences covers an area of 47km2. Tasex Geological Services Pty Ltd is the registered holder of both tenements. TechGen has entered into a term sheet with Tasex Geological Services Pty Ltd to acquire a 100% interest in the tenements. The Project is subject to the Martu and Ngurrara native title determination (WCD2002/002) which incorporates several Indigenous Land Use Agreements (ILUA).
Exploration done by other parties	Acknowledgment and appraisal of exploration by other parties.	The Yeneena Basin has been explored by a variety of companies over a long period since the late 1970s. followingthe discoveryof the Telfergold deposits in

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06. INDEPENDENT GEOLOGIST’S REPORT ANNEXURE B




Criteria	JORC Code explanation	Commentary
		1971. Exploration included in this Report includes rock chip results completed by BHP Minerals Pty Ltd during 1994 to 1997 and aircore and RAB drilling completed by Birla (Nifty) Pty Ltd during 2004 to 2014.
Geology	Deposit type, geological setting and style of mineralisation.	The Broadhurst Formation is regionally base metal anomalous and hosts all significant base metal mineralisation in the Yeneena Basin including copper
		, mineralisation at Nifty, Maroochydore and Rainbow and zinc-lead mineralisation at Warrabarty
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:  easting and northing of the drill hole collar  elevation or RL (Reduced Level – elevation above sea level in metres) of the drill hole collar  dip and azimuth of the hole  down hole length and interception depth  hole length.	All hole collar locations, depths, azimuths and dips are provided within this Report (Annexure A) for drilling completed by Birla (Nifty) Pty Ltd.
	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.	Not applicable.
Data aggregation methods	In reporting Exploration Results, weighting averaging techniques, maximum and/or minimum grade truncations (eg cutting of high grades) and cut-off grades are usually Material and should be stated.	No Significant Intercepts are included in the Report. Geochemical sampling results presented are single point data.
	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.	No top cuts have been considered in reporting of grade results, nor was it deemed necessary for the reporting of significant intersections.
	The assumptions used for any reporting of metal equivalent values should be clearly stated.	No metal equivalent values are currently being used for reporting exploration results.
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 (eg ‘down hole length, true width not known’).	Not applicable – no Significant Intercepts are included in the Report.
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 Figures in body of the 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 representative results have been reported.
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	All relevant exploration data is shown on figures, in text and in Annexure A.

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06. INDEPENDENT GEOLOGIST’S REPORT ANNEXURE B




Criteria	JORC Code explanation	Commentary
	contaminating substances.
Further work	The nature and scale of planned further work (eg 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	A follow up exploration work program has been proposed and is outlined in the Report. Future work will largely be focused on geophysical acquisition and interpretation and the subsequent drilling of targets. All relevant diagrams and inferences have been
	interpretations and future drilling areas, provided this information is not commercially sensitive.	illustrated in this report.

The following Tables are provided to ensure compliance with the JORC Code (2012) edition requirements for the reporting of the Exploration Results at the Station Creek Project.

Section 1: Sampling Techniques and Data (Criteria in this section apply to all succeeding sections)

Criteria	JORC Code explanation	Commentary
Sampling techniques	Nature and quality of sampling (eg 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.	The drilling results detailed in this report are from drilling undertaken by Bacome Pty Ltd (Bacome) during 1997 at the_Station Creek Prospect_. Bacome completed eight (8) RC drillholes including one diamond tail for a total of 837.2m. The holes were sampled at one (1) metre intervals in zones of interest, and four (4) metre intervals elsewhere. There are no records of the diamond core being sampled. Rock chip sampling and auger sampling detailed in this report is from work completed by TechGen during 2020. A total of thirty-four (34) rock chip samples were collected over a strike length of 4.5km, from around the _Station Creek Prospects_and extending east. Auger sampling was completed over a strike length of 6km with a total of 430 samples collected.
	Include reference to measures taken to ensure sample representivity and the appropriate calibration of any measurement tools or systems used.	Rock chip samples were collected from surface outcrops, mine dumps and floats. Outcrop samples represent the resistant and exposed portions of the local geology. Dump samples are inferred to come from local excavations with no evidence of substantial transport. The float samples are inferred to have originated from the local area where they were found with no evidence of substantial transport. The auger sample grid was designed perpendicular to the general geological trends.
	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 (eg ‘reverse circulation drilling was used to obtain 1 m samples from which 3 kg was pulverised to produce a 30 g charge for fire assay’). In other cases more explanation may be required, such as where there is coarse gold that has inherent sampling problems. Unusual commodities or mineralisation types (eg submarine nodules) may warrant disclosure of detailed information.	Geochemistry samples were submitted to Australian Laboratory Services Pty Ltd (ALS), Kalgoorlie. Samples were forwarded to ALS, Malaga for sample preparation and analysis. Samples were pulverised to 85% <75um. Gold was analysed by a 25g aqua regia digestion with ICP-MS finish for 1ppb Au detection limit (method AU- TL43). Multi-element analysis was completed by Mass Spectrometry (ME-MS61). Details of drilling completed by Bacome is not documented in the open file reports.
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 of standard tube, depth of diamond tails, face-sampling bit or other type, whether core is orientated and if so, by what method, etc).	Reverse Circulation and diamond (core diameter unknown).
	Method of recording and assessing core and chip	Unknown. Drill logs are included in the open file reports

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06. INDEPENDENT GEOLOGIST’S REPORT ANNEXURE B




Criteria	JORC Code explanation	Commentary
Drill sample recovery	sample recoveries and results assessed.	however there are no comments relating to recovery.
	Measures taken to maximise sample recovery and ensure representative nature of the samples.	Unknown. Drill logs are included in the open file reports however there are no comments relating to recovery.
	Whether a relationship exists between sample recovery and grade and whether sample bias may h d d t ftil l/i f	Unknown. Drill logs are included in the open file reports however there are no comments relating to recovery.
	ave occurre ue o preerena ossgan o fine/coarse material.
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.	The RC drill holes were geologically logged at 1m intervals into geological units for the total length of the hole using the Bacome standard logging legend. The diamond tail is logged based on geological intervals. The logs were are included in the open file reports. Logging is appropriate for the stage of the project and sufficiently detailed to support further studies. A short geological description of each rock chip and auger sample was taken at the time of collection.
	Whether logging is qualitative or quantitative in nature. Core (or costean, channel, etc) photography.	The description is qualitative: lithology, alteration, mineralisation and style of occurrence.
	The total length and percentage of the relevant intersections logged.	Drill holes are logged in their entirety.
Sub-sampling techniques and sample preparation	If core, whether cut or sawn and whether quarter, half or all core taken.	There is no record of the diamond tail being sampled.
	If non-core, whether riffled, tube sampled, rotary split, etc and whether sampled wet or dry.	There is no mention of sub-sampling techniques for the drilling within the open file reports. No sub-sampling techniques were used for the auger and rock chip samples, the whole sample was submitted to the laboratory.
	For all sample types, the nature, quality and appropriateness of the sample preparation technique.	There is no mention of sampling preparation for the drilling within the open file reports. The sample preparation of rock chip samples follows industry best practice in sample preparation involving oven drying, coarse crushing of the rocks followed by pulverisation of the entire sample (total prep) using grinding.
	Quality control procedures adopted for all sub- sampling stages to maximise representivity of samples.	Where possible, rock chip samples were selected to represent different parts of the mineral system as a whole. There are no details of sub-sampling techniques for the drilling within the open file reports.
	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.	No field duplicate rock chip or auger samples were collected. Sample sizes were sufficiently large to sample a good representation of the local geology.
	Whether sample sizes are appropriate to the grain size of the material being sampled.	The material and sample sizes are considered appropriate given the style of mineralisation being targeted.
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.	The analytic methods for the programs with significant results which have been tabled in Annexure A and are included in Tables within the body of the Report are outlined below. The rock chip and auger samples collected by TechGen were sent Australian Laboratory Services Pty Ltd (ALS) in Perth where they were sorted, dried, crushed to 3mm particle size, cone split, and a portion pulverized.

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06. INDEPENDENT GEOLOGIST’S REPORT ANNEXURE B




Criteria	JORC Code explanation	Commentary
		Multi-element analysis was determined by a four-acid digest on a 0.25g of sample, analysis was via IPC-MS and ICPAES. HNO₃-HClO₄-HF acid digestion, HCl leach (ALS code ME-MS61). This analysis dissolves nearly all minerals in the majority of geological samples, paired with ICP-MS and ICP-AES analysis provide super-trace detection limits. The rare earth f f
		elements are not ully extracted in a our-acid digestion. Samples that returned Cu grades >10,000ppm were analysed by ALS “ore grade” method Cu-OG62, which is a 4-acid digestion, followed by AES measurement to 0.001% Cu. Gold assay was determined by ICPMS via aqua regia digestion (ALS code Au-TL43). Experience has shown this method to be applicable for fine grained gold population of the mineralisation due to the completion of digestion. There is a technical constraint in that coarse-grained gold may not completely enter solution resulting in conservative assay. The drill chip samples collected by Bacome were analysed by Genalysis, Perth for Au, Ag, Cu, Pb and Zn by B/AAS method.
	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.	Handheld assay devices have not been reported.
	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.	It is unknown what QAQC methods Bacome used, however it is assumed that usual Genalysis internal laboratory protocols were followed. TechGen did not include any standards or duplicates with their sampling. ALS laboratory QC procedures for rockchip and auger sample assays included the use of internal certified reference material as well as assay standards and replicates. Laboratory standards and blanks were inserted as per ALS standard procedures. The analyses of the standards and blanks indicate acceptable levels of accuracy have been established.
Verification of sampling and assaying	The verification of significant intersections by either independent or alternative company personnel.	No verification of sampling and assaying has been undertaken by TechGen for the historical drilling.
	The use of twinned holes.	No specific twinned holes have been drilled.
	Documentation of primary data, data entry procedures, data verification, data storage (physical and electronic) protocols.	For the auger and rock chip sampling, the contractor followed strict procedures for data capture and data flow. Each sample bag was labelled with a unique sample number. Sample numbers are used to match analyses from the laboratory to the inhouse database containing sampling data. Data entry was completed by AusEx Exploration Services staff. It is unknown what data procedures were employed by Bacome.
	Discuss any adjustment to assay data.	There have been no adjustments made to any geochemistry assay data. The drill hole data shows no indication of assay adjustment being performed.
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	Rock and auger samples and drill holes were located in the field with survey control via handheld Global Positioning System (GPS), with an assumed accuracy (dither factor)of ±5m accuracyon eastingand northing

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06. INDEPENDENT GEOLOGIST’S REPORT ANNEXURE B




Criteria	JORC Code explanation	Commentary
	estimation.	and ±10m accuracy on RL.
	Specification of the grid system used.	The grid system for the Station Creek Project is Map Grid of Australia GDA 94, Zone 50.
	Quality and adequacy of topographic control.	Topographic data was obtained for public download of the relevant 1:250,000 scale map sheets, which is dd dt f th t d t f
		eeme aequae or e curren purpose an sage o exploration.
Data spacing and distribution	Data spacing for reporting of Exploration Results.	Rock chip sampling is first pass reconnaissance sampling, spacing is variable and based on outcrop location and degree of exposure. Historical drillholes are exploratory only, designed to test the gossan and alteration zones over a limited extent. No systematic drilling has been completed.
	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.	Sample spacing is deemed appropriate for identifying geochemical anomalies but could not be used to establish geological and grade continuity. Data spacing is deemed insufficient to establish geological and grade continuity to establish a mineral resource estimate.
	Whether sample compositing has been applied.	No sample compositing has been applied.
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.	The orientation of the drilling (south to southwest) is considered to be perpendicular to the overall strike of the regional features based on the current regional geological interpretation of the fabric and structures.
	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.	The historical drilling was angled (-50-60°/176-225°), roughly perpendicular to the trend of the gossan and alteration zone. Orientation of the mineralised domain has been favourable for perpendicular drilling and sample widths are not considered to have added a significant sampling bias.
Sample security	The measures taken to ensure sample security.	There is no documentation on sample security for the drill samples collected by Bacome. Rockchip and auger samples collected by TechGen were stored and transported securely.
Audits or reviews	The results of any audits or reviews of sampling techniques and data.	There is no documentation of audits on sampling or data available in historical reports. No formal audit has been completed on the samples being reported.

Section 2: Reporting of Exploration Results (Criteria listed in the preceding section also apply to this section)

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.	TheStation Creek Projectcomprises a single granted Exploration Licence, namely E08/2946. The licence covers an area of 54km2. Blue Ribbon Mines Pty Ltd is the registered holder of E08/2946. TechGen has entered into a term sheet with Blue Ribbon Mines Pty Ltd to acquire a 100% interest in the tenement. The Project lies on the Ashburton Downs (PL N050036) Pastoral Lease and Unallocated Crown Land. The Station Creek Project overlies, in part, the Ashburton Downs Pastoral Lease (PL N050036). Tenement E08/2946 is subject to the Jurruru People Part A native title determination(WCD2015/002)which

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06. INDEPENDENT GEOLOGIST’S REPORT ANNEXURE B




Criteria	JORC Code explanation	Commentary
		incorporates an Indigenous Land Use Agreement (ILUA).
Exploration done by other parties	Acknowledgment and appraisal of exploration by other parties.	The Ashburton Mineral Field has a long history of gold, copper, silver, lead and zinc exploration and is among the oldest in the state. In the 1970s and 1980s, majors like BHP, Newmont
		Corporation and BP Minerals began to explore the Ashburton Basin. This early exploration resulted in the initial identification of some significant deposits, namely Mt Clement (located approximately 5 km northeast of E08/3030) and Mt Olympus (located approximately 45km to the northeast of E08/2996).
Geology	Deposit type, geological setting and style of mineralisation.	The Project is located within the Ashburton Basin which forms the northern part of the Capricorn Orogen.
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:  easting and northing of the drill hole collar  elevation or RL (Reduced Level – elevation above sea level in metres) of the drill hole collar  dip and azimuth of the hole  down hole length and interception depth  hole length.	The location of all rockchip and auger samples is shown in a diagram in the main body of the Report. All drill hole information is detailed within Annexure A.
	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.	Not applicable, all relevant information has been included.
Data aggregation methods	In reporting Exploration Results, weighting averaging techniques, maximum and/or minimum grade truncations (eg cutting of high grades) and cut-off grades are usually Material and should be stated.	All intercepts >0.1% Cu (minimum grade of final composite >0.1% Cu) are detailed in Annexure A.
	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.	Not applicable.
	The assumptions used for any reporting of metal equivalent values should be clearly stated.	No metal equivalent values are currently being used for reporting exploration results.
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 (eg ‘down hole length, true width not known’).	Widths of mineralisation have not been postulated. All mineralised intervals quoted in this Report are quoted as downhole widths only. While the geometry of the mineralisation is not known, the orientation of the drillholes in relation to the interested geology is shown in the figures of the Report.
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 Figures in body of the 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 results have been reported. The accompanying document is considered to be a balanced Report with a suitable cautionary note.

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06. INDEPENDENT GEOLOGIST’S REPORT ANNEXURE B




Criteria	JORC Code explanation	Commentary
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	All relevant exploration data is shown on figures, in text and in Annexure A.
	.
Further work	The nature and scale of planned further work (eg 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.	A follow up exploration work program has been proposed and is outlined in the Report. Future work will largely be focused on the compilation and interpretation of geochemical and geophysical data and the subsequent drilling of targets. All relevant diagrams and inferences have been illustrated in the Report.

Section 1: Sampling Techniques and Data (Criteria in this section apply to all succeeding sections)

Criteria	JORC Code explanation	Commentary
Sampling techniques	Nature and quality of sampling (eg 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.	Rock chip sampling detailed in this report is from work completed by Jackson Minerals Limited (Jackson) during 2007 to 2010 and by TechGen during 2020. Jackson and TechGen each collected a total of 10 rock chip samples in the vicinity of the_Blue Rock Copper_ Prospect.
	Include reference to measures taken to ensure sample representivity and the appropriate calibration of any measurement tools or systems used.	Rock chip samples were collected from surface outcrops, mine dumps and floats. Outcrop samples represent the resistant and exposed portions of the local geology. Dump samples are inferred to come from local excavations with no evidence of substantial transport. The float samples are inferred to have originated from the local area where they were found with no evidence of substantial transport.
	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 (eg ‘reverse circulation drilling was used to obtain 1 m samples from which 3 kg was pulverised to produce a 30 g charge for fire assay’). In other cases more explanation may be required, such as where there is coarse gold that has inherent sampling problems. Unusual commodities or mineralisation types (eg submarine nodules) may warrant disclosure of detailed information.	250g samples were submitted to Australian Laboratory Services Pty Ltd (ALS), Kalgoorlie. Samples were forwarded to ALS, Malaga for sample preparation and analysis. Samples were pulverised to 85% <75um. Gold was analysed by a 25g aqua regia digestion with ICP-MS finish for 1ppb Au detection limit (method AU- TL43). Multi-element analysis was completed by Mass Spectrometry (ME-MS61).
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 of standard tube, depth of diamond tails, face-sampling bit or other type, whether core is orientated and if so, by what method, etc).	Not applicable – surface rock chip samples.
Drill sample recovery	Method of recording and assessing core and chip sample recoveries and results assessed.	Not applicable – surface rock chip samples.
	Measures taken to maximise sample recovery and ensure representative nature of the samples.	Not applicable – surface rock chip samples.
	Whether a relationship exists between sample recovery andgrade and whether sample bias may	Not applicable – surface rock chip samples.

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06. INDEPENDENT GEOLOGIST’S REPORT ANNEXURE B




Criteria	JORC Code explanation	Commentary
	have occurred due to preferential loss/gain of fine/coarse material.
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.	A short geological description of each sample was taken at the time of collection.
	Whether logging is qualitative or quantitative in nature. Core (or costean, channel, etc) photography.	The description is qualitative: lithology, alteration, mineralisation and style of occurrence.
	The total length and percentage of the relevant intersections logged.	All rock chips were described.
Sub-sampling techniques and sample preparation	If core, whether cut or sawn and whether quarter, half or all core taken.	Not applicable – surface rock chip samples.
	If non-core, whether riffled, tube sampled, rotary split, etc and whether sampled wet or dry.	No sub-sampling techniques were used, the whole sample was submitted to the laboratory.
	For all sample types, the nature, quality and appropriateness of the sample preparation technique.	The sample preparation of rock chip samples follows industry best practice in sample preparation involving oven drying, coarse crushing of the rocks followed by pulverisation of the entire sample (total prep) using grinding.
	Quality control procedures adopted for all sub- sampling stages to maximise representivity of samples.	Where possible, samples were selected to represent different parts of the mineral system as a whole.
	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.	No field duplicate samples were collected. Sample sizes were sufficiently large to sample a good representation of the local geology.
	Whether sample sizes are appropriate to the grain size of the material being sampled.	The material and sample sizes are considered appropriate given the style of mineralisation being targeted.
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.	The analytic methods for the programs with significant results which have been tabled in Annexure A and are included in Tables within the body of the Report are outlined below. The rock chip samples collected by Jackson were sent to Genalysis laboratories in Perth or gold and multi- element analysis. Analysis for gold was determined by Genalysis method FA1 – 40g Fire Assay. Multi-element analysis was determined by Genalysis methods IC3E (ICP-OES) and IC3M (ICP-MS). The rock chip samples collected by TechGen were sent Australian Laboratory Services Pty Ltd (ALS) in Perth where they were sorted, dried, crushed to 3mm particle size, cone split, and a portion pulverized. Multi-element analysis was determined by a four-acid digest on a 0.25g of sample, analysis was via IPC-MS and ICPAES. HNO₃-HClO₄-HF acid digestion, HCl leach (ALS code ME-MS61). This analysis dissolves nearly all minerals in the majority of geological samples, paired with ICP-MS and ICP-AES analysis provide super-trace detection limits. The rare earth elements are not fully extracted in a four-acid digestion. Samples that returned Cu grades >10,000ppm were analysed by ALS “ore grade” method Cu-OG62, which is a 4-acid digestion, followed by AES measurement to 0.001% Cu. Gold assay was determined by ICPMS via aqua regia digestion (ALS code Au-TL43). Experience has shown this method to be applicable for fine grained gold population of the mineralisation due to the completion

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06. INDEPENDENT GEOLOGIST’S REPORT ANNEXURE B




Criteria	JORC Code explanation	Commentary
		of digestion. There is a technical constraint in that coarse-grained gold may not completely enter solution resulting in conservative assay.
	For geophysical tools, spectrometers, handheld XRF instruments, etc, the parameters used in determining the analysis including instrument make and model, di ti libti ft lid d thi	Handheld assay devices have not been reported.
	reang mes, caraons acors appe an er 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.	It is unknown what QAQC methods Jackson used, however it is assumed that usual Genalysis internal laboratory protocols were followed. TechGen did not include any standards or duplicates with their sampling. ALS laboratory QC procedures for rockchip sample assays included the use of internal certified reference material as well as assay standards and replicates. Laboratory standards and blanks were inserted as per ALS standard procedures. The analyses of the standards and blanks indicate acceptable levels of accuracy have been established.
Verification of sampling and assaying	The verification of significant intersections by either independent or alternative company personnel.	The results of the rock chip samples collected by TechGen were in line with those collected by Jackson.
	The use of twinned holes.	Not applicable – surface rock chip samples.
	Documentation of primary data, data entry procedures, data verification, data storage (physical and electronic) protocols.	The contractor followed strict procedures for data capture and data flow. Each sample bag was labelled with a unique sample number. Sample numbers are used to match analyses from the laboratory to the inhouse database containing sampling data. Data entry was completed by AusEx Exploration Services staff.
	Discuss any adjustment to assay data.	There have been no adjustments made to any 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.	Rock samples and drill holes were located in the field with survey control via handheld Global Positioning System (GPS), with an assumed accuracy (dither factor) of ±5m accuracy on easting and northing and ±10m accuracy on RL.
	Specification of the grid system used.	The grid system for the Blue Rock Valley Project is Map Grid of Australia GDA 94, Zone 50.
	Quality and adequacy of topographic control.	Topographic data was obtained for public download of the relevant 1:250,000 scale map sheets, which is deemed adequate for the current purpose and stage of exploration.
Data spacing and distribution	Data spacing for reporting of Exploration Results.	Rock chip sampling is first pass reconnaissance sampling, spacing is variable and based on outcrop location and degree of exposure.
	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.	Sample spacing is deemed appropriate for identifying geochemical anomalies but could not be used to establish geological and grade continuity. Data spacing is deemed insufficient to establish geological and grade continuity to establish a mineral resource estimate.
	Whether sample compositing has been applied.	No sample compositing has been applied.
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.	Samples were taken according to geological observations at the time in the field.

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06. INDEPENDENT GEOLOGIST’S REPORT ANNEXURE B




Criteria	JORC Code explanation	Commentary
	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.	Not applicable – surface rock chip samples.
Sample security	The measures taken to ensure sample security.	There is no documentation on sample security for the rockchip samples collected by Jackson.
		Rockchip samples collected by TechGen were stored and transported securely.
Audits or reviews	The results of any audits or reviews of sampling techniques and data.	There is no documentation of audits on sampling or data available in historical reports. No formal audit has been completed on the samples being reported.

Section 2: Reporting of Exploration Results (Criteria listed in the preceding section also apply to this section)

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.	TheBlue Rock Valley Projectcomprises a granted Exploration Licence, namely E08/3030 and a pending Exploration Licence, namely E08/3276. The licences cover an area of 165km2. Blue Rock Valley Pty Ltd is the registered holder of E08/3030 and TechGen is the registered holder of E08/3276. TechGen has entered into a term sheet with Blue Rock Valley Pty Ltd to acquire a 100% interest in E08/3030. The Project lies on the Glen Florrie (PL N050594) Wyloo (PL N050360) and Nanutarra (PL N049833) Pastoral Leases. Tenement E08/3030 is subject to the Thudgari People native title determination (WCD2009/002) (as to 94.77% of the area of the tenement) and the Combined Thiin-Mah, Warriyangka, Tharrikari and Jiwarli native title determination (as to 1.91% of the area of the tenements) each of which incorporate Indigenous Land Use Agreements (ILUA). Tenement E08/3030 overlies areas described as an “Other Heritage Place” being Carlamurlyanggu (reference 6753) affecting the western portion of the tenement and Glen Florrie Station (reference 11031) covering less than 1% of the area of the tenement. Tenement E08/3276 is subject to the Puutu Kunti Kurrama People and Pinikura people #1 and #2 native title determination (WCD2015/003) with multiple Indigenous Land Use Agreements (ILUA); and the Thudgari People native title determination (WCD2009/002) (as to 32.62% of the area of the tenement).
Exploration done by other parties	Acknowledgment and appraisal of exploration by other parties.	The Ashburton Mineral Field has a long history of gold, copper, silver, lead and zinc exploration and is among the oldest in the state. In the 1970s and 1980s, majors like BHP, Newmont Corporation and BP Minerals began to explore the Ashburton Basin. This early exploration resulted in the initial identification of some significant deposits, namely Mt Clement (located approximately 5 km northeast of E08/3030) and Mt Olympus (located approximately 45km to the northeast of E08/2996).
Geology	Deposit type, geological setting and style of mineralisation.	The Project is located within the Ashburton Basin which forms the northern part of the Capricorn Orogen.

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06. INDEPENDENT GEOLOGIST’S REPORT ANNEXURE B




Criteria	JORC Code explanation	Commentary
		The Project contains a small (1km strike length), high grade copper occurrence, referred to as the_Blue Rocks_ Prospect.
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:	The location of all rock chip samples is shown in a diagram in the main body of the Report.
	 easting and northing of the drill hole collar  elevation or RL (Reduced Level – elevation above sea level in metres) of the drill hole collar  dip and azimuth of the hole  down hole length and interception depth  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.	Not applicable.
Data aggregation methods	In reporting Exploration Results, weighting averaging techniques, maximum and/or minimum grade truncations (eg cutting of high grades) and cut-off grades are usually Material and should be stated.	Not applicable, geochemical sampling results presented are single point data.
	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.	Not applicable.
	The assumptions used for any reporting of metal equivalent values should be clearly stated.	No metal equivalent values are currently being used for reporting exploration results.
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 (eg ‘down hole length, true width not known’).	Not applicable, geochemical sampling results presented are single point data.
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 Figures in body of the 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 results have been reported. The accompanying document is considered to be a balanced Report with a suitable cautionary note.
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.	All relevant exploration data is shown on figures, in text and in Annexure A.
Further work	The nature and scale of planned further work (eg tests for lateral extensions or depth extensions or large-scale step-out drilling). Diagrams clearly highlighting the areas of possible extensions, including the maingeological	A follow up exploration work program has been proposed and is outlined in the Report. Future work will largely be focused on the compilation and interpretation of geochemical and geophysical data and the subsequent drilling of targets.

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06. INDEPENDENT GEOLOGIST’S REPORT ANNEXURE B




Criteria	JORC Code explanation	Commentary
	interpretations and future drilling areas, provided this information is not commercially sensitive.	All relevant diagrams and inferences have been illustrated in this Report.

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06. INDEPENDENT GEOLOGIST’S REPORT ANNEXURE B

The following Tables are provided to ensure compliance with the JORC Code (2012) edition requirements for the reporting of the Exploration Results at the Mt Boggola Project.

Section 1: Sampling Techniques and Data (Criteria in this section apply to all succeeding sections)

Criteria	JORC Code explanation	Commentary
Sampling techniques	Nature and quality of sampling (eg 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. _	Rock chip sampling detailed in this report is from work completed by Northern Star during 2015 to 2018 and by TechGen during 2020. Drilling detailed in this report is RC drilling completed by Newcrest Mining Limited between 1990 to 1993.
	Include reference to measures taken to ensure sample representivity and the appropriate calibration of any measurement tools or systems used.	Rock chip samples were collected from surface outcrops, mine dumps and floats. Outcrop samples represent the resistant and exposed portions of the local geology.
	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 (eg ‘reverse circulation drilling was used to obtain 1 m samples from which 3 kg was pulverised to produce a 30 g charge for fire assay’). In other cases more explanation may be required, such as where there is coarse gold that has inherent sampling problems. Unusual commodities or mineralisation types (eg submarine nodules) may warrant disclosure of detailed information.	TechGen - 250g samples were submitted to Australian Laboratory Services Pty Ltd (ALS), Kalgoorlie. Samples were forwarded to ALS, Malaga for sample preparation and analysis. Samples were pulverised to 85% <75um. Gold was analysed by a 25g aqua regia digestion with ICP-MS finish for 1ppb Au detection limit (method AU- TL43). Multi-element analysis was completed by Mass Spectrometry (ME-MS61). Northern Star – rock chip samples were initially submitted to Bureau Veritas (Perth) for analysis by aqua regia, with an additional fire assay for gold. Subsequent batches were submitted to ALS Perth. Samples were analysed by a Fire assay for gold only, with a 4-acid digest and ICP-MS determination for a multi-element suite (48 elements)
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 of standard tube, depth of diamond tails, face-sampling bit or other type, whether core is orientated and if so, by what method, etc).	Reverse Circulation (assumed standard 5 ¼“ bit size)
Drill sample recovery	Method of recording and assessing core and chip sample recoveries and results assessed.	The method of recording and assessing core and chip samples is not included in the open file reports. RC holes are assumed to have been completed by previous holders to industry standard at that time (1990-1993).
	Measures taken to maximise sample recovery and ensure representative nature of the samples.	Full sample details are not available in the open file reports. RC holes are assumed to have been completed by previous holders to industry standard at that time (1990-1993).
	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.	There is no known or reported relationship between sample recovery and grade with the drilling.
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.	A short geological description of each rock chip sample was taken at the time of collection. Logging of drill holes is appropriate for the exploratory stage of the project. There is insufficient detail to supportappropriate Mineral Resource estimation, mining studies and metallurgical studies.
	Whether logging is qualitative or quantitative in nature. Core (or costean, channel, etc) photography.	The description is qualitative: lithology, alteration, mineralisation and style of occurrence.
	The total length and percentage of the relevant intersections logged.	The total length of the historic drilling logged has not been calculated, however it appears from reviewing the open file reports that all drill holes were logged in their

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06. INDEPENDENT GEOLOGIST’S REPORT ANNEXURE B




Criteria	JORC Code explanation	Commentary
		entirety.
Sub-sampling techniques and sample preparation	If core, whether cut or sawn and whether quarter, half or all core taken.	Not applicable – not core.
	If non-core, whether riffled, tube sampled, rotary split, etc and whether sampled wet or dry.	Sampling techniques are not noted in the open file reports.
	For all sample types, the nature, quality and appropriateness of the sample preparation technique.	The sample preparation of rock chip samples follows industry best practice in sample preparation involving oven drying, coarse crushing of the rocks followed by pulverisation of the entire sample (total prep) using grinding.
	Quality control procedures adopted for all sub- sampling stages to maximise representivity of samples.	Where possible, rock chip samples were selected to represent different parts of the mineral system as a whole. QAQC are not included in the open file reports. Best practice is assumed at the time of RC sampling.
	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.	No field duplicate rock chip samples were collected. Sample sizes were sufficiently large to sample a good representation of the local geology.
	Whether sample sizes are appropriate to the grain size of the material being sampled.	The material and sample sizes are considered appropriate given the style of mineralisation being targeted.
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.	The analytic methods for the programs with significant results which have been tabled in Annexure A and are included in Tables within the body of the Report are outlined below. The rock chip samples collected by TechGen were sent Australian Laboratory Services Pty Ltd (ALS) in Perth where they were sorted, dried, crushed to 3mm particle size, cone split, and a portion pulverized. Multi-element analysis was determined by a four-acid digest on a 0.25g of sample, analysis was via IPC-MS and ICPAES. HNO₃-HClO₄-HF acid digestion, HCl leach (ALS code ME-MS61). This analysis dissolves nearly all minerals in the majority of geological samples, paired with ICP-MS and ICP-AES analysis provide super-trace detection limits. The rare earth elements are not fully extracted in a four-acid digestion. Samples that returned Cu grades >10,000ppm were analysed by ALS “ore grade” method Cu-OG62, which is a 4-acid digestion, followed by AES measurement to 0.001% Cu. Gold assay was determined by ICPMS via aqua regia digestion (ALS code Au-TL43). Experience has shown this method to be applicable for fine grained gold population of the mineralisation due to the completion of digestion. There is a technical constraint in that coarse-grained gold may not completely enter solution resulting in conservative assay. The rock chip samples collected by Northern Star were initially submitted to Bureau Veritas (Perth) for analysis by aqua regia, with an additional fire assay for gold. Subsequent batches were submitted to ALS Perth. Samples were analysed by a Fire assay for gold only, with a 4-acid digest and ICP-MS determination for a multi-element suite (48 elements The drill samples collected by Newcrest were submitted to Analabs, Perth and analysed for Au, Cu, Pb, Zn and As by method B/AAS.
	For geophysical tools, spectrometers, handheld XRF	Handheld assay devices have not been reported.

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06. INDEPENDENT GEOLOGIST’S REPORT ANNEXURE B




Criteria	JORC Code explanation	Commentary
	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 hk d hth tbl ll f i	QAQC are not included in the open file reports. Best practice is assumed at the time of historic RC Nt d t hil li Nth
	cecs) an weer accepae eves o accuracy (e lack of bias) and precision have been established.	(ewcres) an recen geocemca sampng (orern Star).
Verification of sampling and assaying	The verification of significant intersections by either independent or alternative company personnel.	No verification of sampling and assaying has been undertaken by TechGen for the historical drilling.
	The use of twinned holes.	No specific twinned holes have been drilled.
	Documentation of primary data, data entry procedures, data verification, data storage (physical and electronic) protocols.	TechGen rock chip samples - the contractor followed strict procedures for data capture and data flow. Each sample bag was labelled with a unique sample number. Sample numbers are used to match analyses from the laboratory to the inhouse database containing sampling data. Data entry was completed by AusEx Exploration Services staff. Data from previous drilling and recent geochemical sampling by Northern Star is currently being compiled by TechGen from open file reports.
	Discuss any adjustment to assay data.	The digital data shows no indication of assay adjustment being performed.
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.	Rock samples and drill holes were located in the field with survey control via handheld Global Positioning System (GPS), with an assumed accuracy (dither factor) of ±5m accuracy on easting and northing and ±10m accuracy on RL.
	Specification of the grid system used.	The grid system for the Mt Boggola Project is Map Grid of Australia GDA 94, Zone 50.
	Quality and adequacy of topographic control.	Topographic data was obtained for public download of the relevant 1:250,000 scale map sheets, which is deemed adequate for the current purpose and stage of exploration.
Data spacing and distribution	Data spacing for reporting of Exploration Results.	Rock chip sampling is first pass reconnaissance sampling, spacing is variable and based on outcrop location and degree of exposure. Northern Star completed a wide-spaced sampling program to assess the full extent of the anomalous zones.
	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.	Sample spacing is deemed appropriate for identifying geochemical anomalies but could not be used to establish geological and grade continuity. Data spacing is deemed insufficient to establish geological and grade continuity to establish a mineral resource estimate.
	Whether sample compositing has been applied.	No mention of sample compositing has been found in open file reports.
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.	The orientation of the drilling (north to northeast) is considered to be perpendicular to the overall strike of the regional features based on the current regional geological interpretation of the fabric and structures.
	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.	The historical drilling was angled (-55°/0-40°), roughly perpendicular to the trend of the geology. Orientation of the mineralised domain has been favourable for

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06. INDEPENDENT GEOLOGIST’S REPORT ANNEXURE B




Criteria	JORC Code explanation	Commentary
		perpendicular drilling and sample widths are not considered to have added a significant sampling bias.
Sample security	The measures taken to ensure sample security.	There is no documentation on sample security for the rock chip samples collected by Newcrest and Northern Star. Rockchip samples collected by TechGen were stored
		and transported securely.
Audits or reviews	The results of any audits or reviews of sampling techniques and data.	There is no documentation of audits on sampling or data available in historical reports. No formal audit has been completed on the samples being reported.

Section 2: Reporting of Exploration Results (Criteria listed in the preceding section also apply to this section)

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.	TheMt Boggola Projectcomprises a granted Exploration Licence, namely E08/2996 and a pending Exploration Licence, namely E08/3269. The licences cover an area of 115km2. Tasex Geological Services Pty Ltd is the registered holder of E08/2996 and TechGen is the registered holder of E08/3269. TechGen has entered into a term sheet with Tasex Geological Services Pty Ltd to acquire a 100% interest in E08/2996. The Project lies on the Pingandy (PL N050510) Pastoral Lease and Unallocated Crown Land. The Project is subject to the Nharnuwangga Wajarri and Ngarlawangga native title determination (WCD2000/001) (as to 48.53%% of the area of the tenement) which incorporates an Indigenous Land Use Agreements (ILUA); the Jurruru #2 claim (WC2012/012) (as to 51.47% of the area of the tenement); and the Yinhawangka Gobawarrah claim (WC2016/004) (as to 51.47% of the area of the tenement).
Exploration done by other parties	Acknowledgment and appraisal of exploration by other parties.	The Ashburton Mineral Field has a long history of gold, copper, silver, lead and zinc exploration and is among the oldest in the state. The Mt Boggola Project has received considerable attention from previous explorers with the most comprehensive work completed by Newcrest Mining Limited and Northern Star Resources. Exploration focussed predominately on base metal mineralisation, comprising regional geological, drainage and rock chip surveys, successfully identifying a number of targets.
Geology	Deposit type, geological setting and style of mineralisation.	The Project is located within the Ashburton Basin which forms the northern part of the Capricorn Orogen. Within the Mt Boggola Project, the Ashburton Formation is dominated by sedimentary lithologies, mainly silty shale / slate and conglomeratic grit. Additionally, there are extensive outcrops of vesicular, pillowed and/or brecciated basalt in the northern and western portions of E08/2996. Spectacular outcrops of chaotic flow top and pillow breccias are developed locally.
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	The location of all rockchip samples is shown in a diagram in the main body of the Report. All hole collar locations,depths,azimuths and dips areprovided

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Criteria	JORC Code explanation	Commentary
	drill holes:  easting and northing of the drill hole collar  elevation or RL (Reduced Level – elevation above sea level in metres) of the drill hole collar  dip and azimuth of the hole  down hole length and interception depth	within this Report (Annexure A) for drilling completed by Newcrest.
	 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.	No information has been excluded.
Data aggregation methods	In reporting Exploration Results, weighting averaging techniques, maximum and/or minimum grade truncations (eg cutting of high grades) and cut-off grades are usually Material and should be stated.	Reported intersections are downhole, length-weighted averages that were calculated using a nominal >0.25g/t Au, >0.5% Cu or >0.5% Pb.
	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.	Length weighted averaging of drill results was carried out according to the following formula: {[Sum of (all individual assay values x corresponding individual sample length for selected intersection)] divided by [total length of selected intersection]}. Intervals range from 1 to 4m.
	The assumptions used for any reporting of metal equivalent values should be clearly stated.	No metal equivalent values are currently being used for reporting exploration results.
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 (eg ‘down hole length, true width not known’).	Widths of mineralisation have not been postulated. All mineralised intervals quoted in this Report are quoted as downhole widths only. While the geometry of the mineralisation is not known, the orientation of the drillholes in relation to the interested geology is shown in the figures of the Report.
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 Figures in body of text.
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 results have been reported. The accompanying document is considered to be a balanced Report with a suitable cautionary note.
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.	All relevant exploration data is shown on figures, in text and in Annexure A.
Further work	The nature and scale of planned further work (eg 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.	A follow up exploration work program has been proposed and is outlined in the Report. Future work will largely be focused on the compilation and interpretation of geochemical and geophysical data and the subsequent drilling of targets. All relevant diagrams and inferences have been illustrated in this report.

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07 LEGAL REPORT ON THE PROJECTS

07. LEGAL REPORT ON THE PROJECTS

12 February 2021

The Directors TechGen Metals Ltd 8 Washington Place Stretton QLD 4116

Dear Sirs

SOLICITOR’S REPORT

1. Introduction

This report is prepared for inclusion in a prospectus ( Prospectus ) to be dated on or about 17 February 2021 for an offer by TechGen Metals Ltd ACN 624 721 035 ( TechGen ) of a minimum of 25,000,000 fully paid ordinary shares in the capital of the TechGen ( Shares ) and a maximum of 30,000,000 Shares, at an issue price of $0.20 per Share to raise between $5,000,000 and $6,000,000 (before costs).

The report relates to Western Australian mining tenements ( Tenements ) in which TechGen holds an interest. The attached Tenement Schedule ( Schedule) and notes to the Schedule, contain an overview of the Tenements. Sections 6 and 11.1 of the Prospectus, which does not form part of this report set out technical information in respect of the Tenements and summaries of material contracts that relate to TechGen’s interest in the Tenements.

2. Opinion

Based on our searches and enquiries and subject to the assumptions and qualifications set out below, we confirm that as at 27 January 2021:

(a) the details of the Tenements referred to in the Schedule are accurate as to the status and registered holders of those Tenements;
(b) unless otherwise specified in this report, the Tenements are in good standing and all applicable rents have been paid;
(c) none of the Tenements are subject to any unusual conditions of a material nature other than as disclosed in the Schedule;

House Legal Pty Ltd ACN 619 683 395 M: 0413 481 525 86 First Avenue, MOUNT LAWLEY WA 6050 E: [email protected]

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07. LEGAL REPORT ON THE PROJECTS

(d) this report provides accurate statements as to third party interests, including encumbrances in relation to the Tenements ascertainable from our searches and the information provided to us; and
(e) subject to the comments below relating to standard, administrative authorisations (which are normally applied for only at the time of finalising the details of individual exploration plans), or as otherwise detailed in the Schedule or the Prospectus, there are no legal, regulatory or contractual impediments to TechGen undertaking exploration on the Tenements.

3. Searches

For the purpose of this report, we have conducted the following searches and enquiries on 27 January 2021:

(a) searches of the Tenements in the mining tenement register ( DMIRS Register ) maintained by the Department of Mines, Industry Regulation and Safety of Western Australia ( DMIRS ) pursuant to the Mining Act 1978 (WA) and Mining Regulations 1981 (WA) ( Mining Act ); and
(b) quick appraisal searches of the Tenements summarising information obtained online from the ‘TENGRAPH’ system maintained by the DMIRS;
(c) searches of the Aboriginal Heritage Inquiry System of the Department of Planning, Lands and Heritage ( DPLH ) for both “Registered Aboriginal Sites” and “Other Heritage Places”.

4. Assumptions and qualifications

In preparing this Report:

(a) we have assumed the accuracy and completeness of results of the searches of the DMIRS Register and other information obtained from the DMIRS and DPLH;
(b) we have assumed all contracts, agreements or arrangements have been supplied to us and were within the capacity and powers of, and were validly authorised, executed and delivered by and binding on each party to them, and where applicable, duly stamped;
(c) where any agreement, dealing or act (including disturbing the land for exploration or mining) affecting the Tenements requires an authorisation, approval, permission or consent ( Authorisation ) under the Mining Act, or any other relevant legislation, we have assumed that Authorisation has been or will be granted in due course;

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(d) where any dealing in the Tenements has been lodged for registration but is not yet registered, we express no opinion as to whether the registration will be effected, or the consequences of non-registration;
(e) we have assumed that TechGen has complied with all applicable provisions of the Mining Act and all other legislation relating to the Tenements;
(f) we have not researched the underlying land tenure in respect of the Tenements to determine if native title rights have or have not been extinguished, or the extent of any extinguishment, other than as disclosed in the “quick appraisal” searches referred to in paragraph 3(b) above; and
(g) other than as can be ascertained from the database maintained by the DPLH (as set out in paragraph 3(c) above, we have not researched the area of the Tenements to determine if there are any additional or unregistered sites of significance to aboriginal people within the area.

The Schedule sets out a brief description of the Tenements and a summary of any encumbrances, conditions and endorsements on title. In relation to the Schedule, we make the following comments:

(a) references to the areas of the Tenements are taken from the details shown on the tenement searches, it is not possible to verify those areas without conducting a survey which has not been undertaken;
(b) the area of the Tenements, as shown in the Schedule, might be reduced by the existence of pre-existing mining tenements situated within the boundaries of the relevant Tenement resulting in the area of the earlier mining tenement being excised from the grant of the Tenement; and
(c) the rights of a holder of a mining tenement are subject to compliance by that holder with the terms and conditions attached to each Tenement and generally under the Mining Act and other relevant legislation.

5. Western Australia Tenements

Mining tenements in Western Australia comprise prospecting licences (prefixed “P”), exploration licences (prefixed “E”) and mining leases (prefixed “M”) granted pursuant to the Mining Act as well as certain ancillary titles.

In accordance with the Mining Act, the holder of a mining tenement is permitted to explore for all minerals including oil shale, but excluding sand or clay occurring on private land. Exploration or mining for iron is also excluded unless it has been authorised by the responsible Minister and endorsed on the mining tenement title. Under the Petroleum

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and Geothermal Energy Resources Act 1987 (WA), petroleum and geothermal energy resources are also excluded from the grant of a mining tenement.

In addition to the Authorisations and approvals descried below, it is a requirement that any ground disturbing work carried out on a mining tenement has been approved by the DMIRS. Such approvals may involve referral by the DMIRS to other Government agencies and any approvals given may be subject to special conditions. Approvals are generally required for an exploration program to be undertaken and are submitted to the DMIRS for approval at an administrative level.

TechGen does not hold any interest in any prospecting licences.

(a) Exploration Licences

An exploration licence permits the holder to explore over land up to a maximum 200 graticular blocks in designated areas of Western Australia and a maximum of 70 graticular blocks elsewhere. Graticular blocks comprise one minute of longitude by one minute of latitude and therefore range in area from approximately 2.8km² to 3.3 km². There is no limit to the number of exploration licences which may be held by any one person.

An exploration licence authorises the holder to enter land using vehicles, machinery and equipment as may be necessary or expedient for the purpose of exploring for minerals in, on or under the land.

Exploration licences are granted with five year terms which may be extended by one period of five years and then by further two year periods if the Minister is satisfied that a ‘prescribed ground’ for extension exists.

‘Prescribed grounds’ for extension include circumstances when the holder experienced difficulties or delays arising from governmental, legal, climatic or heritage reasons, where work carried out justifies further prospecting, or where the Minister considers the land has been unworkable for whole or a considerable part of any year of the term.

Exploration licences are subject to a requirement that the holder relinquishes 40% of the tenement area at the end of the initial five year period. The Minister may defer the relinquishment requirement for one further year if satisfied that a prescribed ground for deferral exists. No exemption from the relinquishment requirement is available.

During the first year of grant of an exploration licence, a legal or equitable interest in or affecting the exploration licence cannot be transferred or otherwise dealt with, whether directly or indirectly, without the prior written consent of the

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Minister. A transfer after the first anniversary of the grant of an exploration licence requires no such approval.

During the term of an exploration licence, the holder may apply for and have granted subject to the Mining Act, one or more mining leases over any part of land subject to the exploration licence. Where an application for a mining lease is made, and the term of the exploration licence is due to expire prior to the mining lease application being determined, the exploration licence will continue in force over the land subject to the mining lease application pending the outcome of that mining lease application.

Annual rent and shire rates are payable in respect of exploration licences. Exploration licences are subject to minimum annual expenditure requirements which are set out in the Schedule. The holder of an exploration licence may apply for exemption from compliance with minimum expenditure requirements on certain grounds set out in the Mining Act or at the discretion of the Minister. A failure to comply with expenditure requirements, unless exempted, renders the exploration licence liable to forfeiture.

Forfeiture of Exploration Licences

The Minister may make an order for the forfeiture of an exploration licence for any of the following reasons:

(i) failure to pay rent or royalty;
(ii) non-compliance with conditions of an exploration licence such as lodgment of a report as required by the Mining Act;
(iii) failure to comply with certain provisions of the Mining Act;
(iv) failure to satisfy minimum expenditure conditions; or
(v) if the holder is convicted of an offence under the Mining Act.

A third party may also make an application to have an exploration licence forfeited due to a failure by the holder to comply with the terms of the exploration licence (most commonly, a failure to meet statutory minimum expenditure requirements). Such application for forfeiture in respect of expenditure conditions must be made during the tenement year in which there is non-compliance, or within eight months thereafter.

The Minister may only make an order for forfeiture if the Minister is satisfied that non-compliance is of sufficient gravity to justify the forfeiture of the exploration licence.

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The Minister may impose a penalty instead of forfeiting the exploration licence. The penalty must not exceed $10,000 in a case where minimum expenditure conditions have not been complied with, and not exceed $50,000 in any other case.

Applications for Exploration Licences

The Tenements include some applications for exploration licences. The DMIRS will not register a transfer of an application for an exploration licence, but there is no statutory restriction on the buying and selling of such application with legal title to be transferred after grant.

(b)

Mining Leases

There are no mining leases applied for or held by TechGen. A mining lease, if applied for, will authorise the holder to work and mine the land, and take and remove from the land any minerals and dispose of them, and to do all acts and things necessary to effectually carry out mining operations in, on, or under the land subject to the mining lease.

A mining lease may only be granted if the application is accompanied by either a mining proposal or a ‘statement’ setting out information about the mining operations that are likely to be carried out on the mining lease together with a mineralisation report prepared by a qualified person. If a statement and mineralisation report are lodged, the Director, Geological Survey must be satisfied that there is significant mineralisation in, on, or under the land to which an application for a mining lease relates. For the purposes of the Mining Act ‘significant mineralisation’ is defined as a deposit of minerals where exploration results indicate that there is a reasonable prospect of minerals being obtained by mining operations.

Every granted mining lease is subject to a condition requiring the lessee, before carrying out mining operations of a prescribed kind on any part of the land the subject of the lease (including open-cut, underground, quarrying, dredging, harvesting, scraping, leaching and tailing treatment operations together with incidental construction activities), to lodge (and have approved) a mining proposal. Mining proposals are required to detail all matters relating to the environmental management of a proposed project including mine closure and rehabilitation.

A mining lease is granted for a term of 21 years and may be renewed for successive terms upon application to the Minister. A term of renewal must not exceed 21 years.

Annual rent and shire rates are payable in respect to mining leases and the holder of a mining lease must expend or cause to be expended $100 per hectare (with a minimum of $10,000) annually during each year of the term of the lease. If the mining lease does not exceed 5 hectares the minimum annual expenditure will be $5,000.

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Forfeiture of Mining Leases

The Minister may forfeit a mining lease in the same manner and for the same reasons as apply to an exploration licence (described above).

6. Royalties

Tenement holders must pay royalties on minerals (including material containing minerals) obtained from a mining tenement to the state government. Royalties are payable quarterly and must be accompanied by a royalty return in an approved form. The holder of a mining tenement must provide a quarterly production report commencing at the expiration of the first quarter during which any mineral is produced or obtained from that mining tenement. Royalty rates and methods of calculation differ depending on the type of mineral produced or obtained from a mining tenement.

7. Rehabilitation levies or securities

In Western Australia a mining rehabilitation levy system applies which requires a tenement holder to pay a levy based on the area it has disturbed on a tenement (and on the estimate of the cost of rehabilitation of such area). In certain circumstances, a tenement holder may also be required to lodge a bank guaranteed performance bond to secure the performance of a tenement holder’s rehabilitation obligations on a mining tenement.

A tenement holder may also be liable to pay a safety levy based on the number of hours spent working on a group of tenements (including all employees or contractors).

8. Native Title

Native Title or claims for native title exist over large areas of Western Australia and will likely affect new mining tenements. The Schedule sets out relevant native title claims (if any) affecting the Tenements. The existence of a lodged claim does not necessarily mean that native title exists over the area claimed, nor does the absence of a claim necessarily indicate that no native title exists in an area. The existence of native title will be established pursuant to the determination of claims by the Federal Court.

The grant of a mining tenement is a ‘Future Act’ for the purposes of the Native Title Act 1993 (Cth) ( NTA ). A Future Act is an activity or development on land or waters that affects native title. Native title claimants’ gain the ‘right to negotiate’ in relation to the grant of certain mining tenements if their native title claim is registered at the time the government issues a notice (known as a section 29 notice), stating it intends to do the act (ie grant the mining tenement), or if their claim becomes registered within four months after that notice. The right to negotiate might apply to the grant of any type of mining tenement, but in practice, it applies predominantly to the grant of a mining lease. The right to negotiate describes a process whereby the tenement applicant and native title

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claimant must negotiate in good faith to attempt to resolve any potential concerns the native title claimants may have arising from the mining lease application or its grant.

In some cases (predominantly in respect of exploration or prospecting licences) the Western Australia State Government applies a ‘fast track’ procedure (the ‘expedited procedure’) in place of the right to negotiate process. If the proposed grant of a mining tenement is advertised under the expedited procedure, native title parties can lodge an objection to the use of the expedited procedure for the grant of the mining tenement. If there is no objection lodged, the mining tenement can be granted. If an objection is lodged, the parties may either negotiate and reach agreement, or apply to the National Native Title Tribunal ( NNTT ) for a determination of the matter.

It is a policy of the DMIRS to apply the expedited procedure to the grant of exploration and prospecting licences where the applicant has executed a Regional Standard Heritage Agreement ( RSHA ) or has an existing Alternative Heritage Agreement ( AHA ) in place. In the absence of such an agreement, applications will be subject to the right to negotiate procedure.

A RSHA or AHA is intended to address potential Aboriginal heritage concerns with respect to work on the area subject to a mining tenement. The agreements generally provide for a native title party to withdraw their objection to the expedited procedure and consent to the grant of the mining tenement upon the terms of the agreement. Agreements commonly include a procedure for the carrying out of surveys ahead of ground disturbing activities to determine if any sites or objects of significance to Aboriginal people exist in the area. Other terms such as compensation payable to the native title party might be included.

9. Validity of titles

(a) Right to Negotiate Procedure

Mining tenements granted after 23 December 1996 that affect native title will be valid only if the applicable processes of the NTA have been complied with. Under the right to negotiate procedures, parties are required to negotiate in relation to the grant of the proposed Future Act, eg the grant of a mining tenement. Negotiations are initiated to obtain the agreement of the relevant native title parties to the carrying out of the proposed Future Act. The right to negotiate procedure consists of a statutory minimum six month period of negotiation between the relevant government party, the native title party and the grantee, during which time the parties must negotiate in good faith with a view to reaching agreement about the doing of the Future Act.

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If parties cannot reach agreement as to the terms of grant, a negotiation party may apply to the NNTT (as the arbitral body) to make a determination as to whether the grant may proceed (and if so, on what conditions).

(b) Compensation

The Mining Act makes mining tenement holders liable for any native title compensation that may be payable as a result of the grant of the mining tenement. If the existence of native title is proven over any of the land subject to the Tenements, and the native title holders make an application to the Federal Court for compensation, the tenement holder may be liable to pay any compensation awarded.

(c) Conversion to Mining Lease

In relation to the tenements in Western Australia undergoing a conversion from an exploration licence or prospecting licence to a mining lease over an area where native title claims are lodged and registered, the mining lease will be subject to the right to negotiate process, unless TechGen has earlier entered into an agreement with the claimants that permits such conversion.

10. Aboriginal Heritage

(a) Commonwealth

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

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

(b) Western Australia

Holders of mining tenements in Western Australia are subject to the Aboriginal Heritage Act 1972 (WA) ( WA Heritage Act ), which protects sites that may be of spiritual, cultural or heritage significance to Aboriginal people ( Aboriginal Site ). The Western Australia Department of Planning, Land and Heritage (which incorporates the former Department of Aboriginal Affairs) maintains a register of Aboriginal Sites but registration of an Aboriginal Site is not required by the WA Heritage Act.

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To alter or damage an Aboriginal Site without approval is an offence under the WA Heritage Act that can lead to prosecution. Any party disturbing an area of the State has an obligation to avoid interfering with an Aboriginal Site. To satisfy this obligation, tenement holders commonly undertake Aboriginal heritage surveys which involve the relevant traditional owners and as necessary, an archaeologist or anthropologist walking the land identifying sites and discussing the impact of proposed exploration activity. The costs of a heritage survey are met by the tenement holder.

Surveys to identify sites and objects of significance to Aboriginal people are commonly carried out in accordance with terms set out in an RSHA or AHA (both described in Part 8 above). Where native title has been determined to exist, the obligation to carry out such survey, and the terms by which they must be carried out, may be set out in an “indigenous Land Use Agreement” ( ILUA ). ILUA’s range from very detailed agreements negotiated by the State and the relevant native title holders to cover entire native title areas to agreements between individual companies and the native title holders. The National Native Title Tribunal maintains a register of ILUA’s.

There are various ILUA’s affecting the Tenements however we are instructed that neither the Company or the current holders of the Tenements (as specified in Schedule 1 of this Report) are parties to the ILUAs relating to the Tenements (see Schedule 1). Nothing in our enquiries suggests that the ILUAs will impact the Tenements or the Company’s proposed activities in respect of the Tenements.

The Government of Western Australia has released the Aboriginal Cultural Heritage Bill 2020 for public consultation. Whilst the new Bill (if passed in its current form) fundamentally changes the way Aboriginal Cultural Heritage is managed in Western Australia, the practice described above, being the conduct of surveys to identify areas that may contain or constitute areas of Aboriginal Cultural Heritage before conducting exploration, will likely continue under the new Bill.

(c) Aboriginal Sites within the Tenements

Other than the search of the DPLH register described in part 3(c) of this report, we have not undertaken any searches or investigations as to whether there are or may be any sites protected by the Commonwealth Heritage Act or the WA Heritage Act within the area of the Tenements. It is common practice for an explorer to undertake heritage surveys only over areas about to be disturbed and only when work is imminent.

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11. Consent

This report is given on 12 February 2021 and unless specified to the contrary, speaks only to the laws in force on that date. House Legal has consented to the inclusion of this Report in the Prospectus in the form and context in which it is included and has not withdrawn that consent before the lodgement of the Prospectus with ASIC.

12. Disclosure of Interest

House Legal will be paid normal and usual professional fees for the preparation of this report and related matters, as set out elsewhere in the Prospectus.

Yours faithfully

Stuart House Principal

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07. LEGAL REPORT ON THE PROJECTS ANNEXURE – TENEMENT SCHEDULE




	otes		to 6, 15, 16 nd 18 to 21		to 5, 15, 16 nd 22 to 24	2, 23, 25 and 6		to 3, 15, 16, 8, 27 and 28	to 3, 14 to 16 nd 27, 29 and 0		8, 27 and 43	8, 27, 31 and 3		to 5, 7, 8, 15 o 17, 29, 32 nd 33
SCHEDULE 1 TENEMENTS	N	El Donna Project	1 a	Ida Valley Project	1 a	2 2	Harbutt Range Project	1 1	1 a 3	North Nifty Project	1	1 4	Station Creek Project	1 t a
	Required Expenditure		$15,000.00		$20,000.00	N/A		$20,000.00	$99,000.00		N/A	N/A		$20,000.00
	Expiry Date		04/02/2025		04/07/2024	N/A		17/03/2024	24/02/2025		N/A	N/A		02/12/2023
	Grant Date		05/02/2020		05/07/2019	N/A		18/03/2019	25/02/2020		N/A	N/A		03/12/2018
	Application Date		30/04/2018		24/04/2018	01/08/2019		06/07/2018	18/02/2019		11/06/2019	11/06/2019		27/09/2017
	Area		5 blocks		13 blocks	25 blocks		20 blocks	99 blocks		13 blocks	52 blocks		17 blocks
	Status		Live		Live	Pending		Live	Live		Pending	Pending		Live
	Holder		Tasex		Blue Bull	Blue Bull		Tasex	Blue Ribbon		Tasex	Tasex		Blue Ribbon
	Tenement		E27/610		E29/1053	E36/979		E45/5294	E45/5439		E45/5506	E45/5511		E08/2946

Prospectus | TechGen Metals Limited

07. LEGAL REPORT ON THE PROJECTS ANNEXURE – TENEMENT SCHEDULE

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Prospectus | TechGen Metals Limited

07. LEGAL REPORT ON THE PROJECTS ANNEXURE – TENEMENT SCHEDULE

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Prospectus | TechGen Metals Limited

07. LEGAL REPORT ON THE PROJECTS ANNEXURE – TENEMENT SCHEDULE

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Prospectus | TechGen Metals Limited

07. LEGAL REPORT ON THE PROJECTS ANNEXURE – TENEMENT SCHEDULE

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Prospectus | TechGen Metals Limited

07. LEGAL REPORT ON THE PROJECTS ANNEXURE – TENEMENT SCHEDULE

f. All activities to be undertaken so as to avoid or minimise damage, disturbance or contamination of waterways, including their	beds and banks, and riparian and other water dependent vegetation.	16. The tenement is affected by a Proclaimed Ground Water Areas (PGWA). The following endorsements apply to the PGWA:	a. The taking of groundwater and the construction or altering of any well is prohibited without current licences for these activities	issued by the Department of Water and Environmental Regulation (DWER), unless an exemption otherwise applies.	17. The tenement is affected by a Proclaimed Surface Water Areas (PSWA). The following endorsements apply to the PSWA:	a. The taking of surface water from a watercourse or wetland is prohibited unless a current licence has been issued by the DWER.	b. Advice shall be sought from the DWER and the relevant water service provider if proposing exploration activity in an existing or	designated future irrigation area, or within 50 meteres of a channel, drain or watercourse from which water is used for irrigation	or any other purpose, and the proposed activity may impact water users.	c. No exploration activity is to be carried out if:	i. it may obstruct or interfere with the waters, bed or banks of a watercourse or wetland; or	ii. it relates to the taking or diversion of water, including diversion of the watercourse or wetland.	unless in accordance with a permit issued by the DWER.	*Title, Aboriginal Heritage and Native Title Claims*	18. The Company’s rights to this tenement are described in the summary of the asset acquisition agreement between Tasex Geological	Services Pty Ltd (Tasex) and the Company dated 10 February 2021 under which the Company may acquire 100% of the Tenement, the	terms of which are more fully described in section 11.1 of the Prospectus under the heading “Acquisition Agreements” which does not	form part of this report. Consideration for the sale of the tenement includes a 2% net revenue royalty to be paid to Tasex.	19. This tenement overlies the Hampton Hill pastoral lease.	20. This tenement overlies a registered aboriginal site, being Lake Yindarlgooda, Mammu Tjukurrpa (site reference 30602). The site covers	the most southerly portion of the tenement only.	21. This tenement is subject to the Maduwongga native title claim (WC2017/001).

Prospectus | TechGen Metals Limited

07. LEGAL REPORT ON THE PROJECTS ANNEXURE – TENEMENT SCHEDULE

The Company’s rights to this tenement are described in the summary of the share acquisition agreement between Blue Bull Gold Pty	Ltd (Blue Bull), Ashley Hood (as the vendor of the shares in Blue Bull) and the Company dated 10 February 2021 under which the	Company may acquire 100% of the issued capital in Blue Bull for the purpose of acquiring 100% of the Tenement, the terms of which	are more fully described in section 11.1 of the Prospectus under the heading “Acquisition Agreements” which does not form part of	this report. Consideration for the sale of the tenement includes a 2% net revenue royalty to be paid to Ashley Hood.	This tenement overlies the Sturt Meadows pastoral lease.	This tenement overlies the Sturt Meadows pastoral lease.	This tenement overlies an area described as an “Other Heritage Place” titled Ida Valley (reference number 2895). The Other Heritage	This tenement overlies an area described as an “Other Heritage Place” titled Ida Valley (reference number 2895). The Other Heritage	Place covers less than 5% of the area of the tenement.	Jupiter Mines Limited as objected to the grant of this tenement.	This tenement overlies, in part, the Pinnacles pastoral lease.	This tenement overlies, in part, the Pinnacles pastoral lease.	This tenement is subject to the Martu and Ngurrara native title determination (WCD2002/002) which incorporates several Indigenous	This tenement is subject to the Martu and Ngurrara native title determination (WCD2002/002) which incorporates several Indigenous	Land Use Agreements.	This tenement overlies an area described as an “Other Heritage Place” titled Mt Cotton (reference number 6921). The Other Heritage	This tenement overlies an area described as an “Other Heritage Place” titled Mt Cotton (reference number 6921). The Other Heritage	Place covers less than 1% of the area of the tenement.	The Company’s rights to this tenement are described in the summary of the asset acquisition agreement between Blue Ribbon Mines	Pty Ltd (Blue Ribbon) and the Company dated 10 February 2021 under which the Company may acquire 100% of the Tenement, the	terms of which are more fully described in section 11.1 of the Prospectus under the heading “Acquisition Agreements” which does not	form part of this report. Consideration for the sale of the tenement includes a 2% net revenue royalty to be paid to Blue Ribbon.	This tenement overlies several registered aboriginal sites and one area described as an “Other Heritage Place”. The registered sites	are:	a. Curanell (reference number 6440) which covers less than 5% of the tenement;	b. Teewalteewal (reference number 6441) which covers less than 5% of the tenement;	c. Harbutt Range (reference number 6704) which is a “Mythological, Birth Place, Hunting Place and Water Source” and covers the	central portion of the tenement; and
22.					23.		24.			25.	26.		27.			28.			29.				30.

Prospectus | TechGen Metals Limited

07. LEGAL REPORT ON THE PROJECTS ANNEXURE – TENEMENT SCHEDULE

d. Winakarugina Cave (reference number 7100) which covers less than 1% of the tenement.	d. Winakarugina Cave (reference number 7100) which covers less than 1% of the tenement.	The “Other Heritage Place is Bpindudpindu (reference 6457) which covers less than 5% of the most south western corner of the	The “Other Heritage Place is Bpindudpindu (reference 6457) which covers less than 5% of the most south western corner of the	tenement.	This application has been recommended for grant.	This tenement overlies, in part, the Ashburton Downs pastoral lease.	This tenement overlies, in part, the Ashburton Downs pastoral lease.	This tenement is subject to the Jurruru People Part A native title determination (WCD2015/002) which incorporates several Indigenous	This tenement is subject to the Jurruru People Part A native title determination (WCD2015/002) which incorporates several Indigenous	Land Use Agreements.	Land Use Agreements.	The Company’s rights to this tenement are described in the summary of the share acquisition agreement between Blue Rock Valley Pty	Ltd (Blue Rock), Ashley Hood (as the vendor of the shares in Blue Rock) and the Company dated 10 February 2021 under which the	Company may acquire 100% of the issued capital in Blue Rock for the purpose of acquiring 100% of the Tenement, the terms of which	are more fully described in section 11.1 of the Prospectus under the heading “Acquisition Agreements” which does not form part of	this report. Consideration for the sale of the tenement includes a 2% net revenue royalty to be paid to Ashley Hood.	This tenement is covered by the Wyloo and Glen Florie pastoral leases.	This tenement is subject to:	a. the Thudgari People native title determination (WCD2009/002) (as to 94.77% of the area of the tenement); and	a. the Thudgari People native title determination (WCD2009/002) (as to 94.77% of the area of the tenement); and	b. the Combined Thiin-Mah, Warriyangka, Tharrikari and Jiwarli native title determination (as to 1.91% of the area of the	b. the Combined Thiin-Mah, Warriyangka, Tharrikari and Jiwarli native title determination (as to 1.91% of the area of the	tenements)	each of which incorporates several Indigenous Land Use Agreements.	This tenement overlies areas described as an “Other Heritage Place” being Carlamurlyanggu (reference 6753) affecting the western	This tenement overlies areas described as an “Other Heritage Place” being Carlamurlyanggu (reference 6753) affecting the western	portion of the tenement and Glen Florrie Station (reference 11031) covering less than 1% of the area of the tenement.	portion of the tenement and Glen Florrie Station (reference 11031) covering less than 1% of the area of the tenement.	This tenement is subject to:	a. the Nharnuwangga Wajarri and Ngarlawangga native title determination (WCD2000/001) (as to 48.53% of the area of the	tenement) which incorporates several Indigenous Land Use Agreements;
					31.	32.		33.				34.					35.	36.							37.				38.

Prospectus | TechGen Metals Limited

07. LEGAL REPORT ON THE PROJECTS ANNEXURE – TENEMENT SCHEDULE

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Prospectus | TechGen Metals Limited

08 INVESTIGATING ACCOUNTANT’S REPORT

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08. INVESTIGATING ACCOUNTANT’S REPORT

17 February 2021

The Board of Directors TechGen Metals Limited Level 28, AMP Tower 140 St Georges Terrace Perth WA 6000

Dear Directors

INVESTIGATING ACCOUNTANT’S REPORT

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

Introduction

The directors of TechGen Metals Ltd (“TechGen M ” “ “C ”) (“ ”) Brisbane (“ ”) Report on the Financial Information as set out below for inclusion in the Prospectus to be dated on or about 17 February 2021 (“ ”) 25,000,000 million (minimum subscription) up to 30,000,000 (maximum subscription) new fully paid ordinary shares in the Company to raise (before costs) $5,000,000 (minimum subscription) up to $6,000,000 (maximum subscription) ( “ ”)

Expressions and terms defined in the Prospectus have the same meaning in this report, unless otherwise specified.

Scope

You have requested PKF to review the following Financial Information of TechGen Metals included in Section 4 of the Prospectus:

Historical Financial Information consisting of:
the Historical Consolidated Statement of Profit or Loss and Other Comprehensive Income for the 16-month period of incorporation from 28 February 2018 to 30 June 2019, the year ended 30 June 2020 and the half-year ended 31 December 2020;
the Historical Consolidated Statement of Cash Flows for the 16-month period of incorporation from 28 February 2018 to 30 June 2019, the year ended 30 June 2020 and the half-year ended 31 December 2020; and
the Historical Consolidated Statement of Financial Position as at 30 June 2019, 30 June 2020 and 31 December 2020.
Pro-forma Financial Information consisting of:
the Pro-forma Consolidated Statement of Financial Position as at 31 December 2020; and
the associated details of the pro forma adjustments.

The Financial Information has been prepared in accordance with the recognition and measurement principles prescribed in Australian Accounting Standards, other mandatory professional reporting requirements in Australia, and the significant accounting policies summarised in Section 4.8 of the prospectus.

Prospectus | TechGen Metals Limited

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08. INVESTIGATING ACCOUNTANT’S REPORT

The Historical Financial Information has been based on the audited consolidated financial statements of the Group. The consolidated financial statements of the Group for the half-year ended 31 December 2020 were audited by PKF Brisbane Audit who issued an unqualified opinion, with a paragraph included for a material uncertainty related to going concern.

The Pro-forma Consolidated Statement of Financial Position as at 31 December 2020 is based on the Historical Consolidated Balance Sheet of the Group as at 31 December 2020 adjusted to reflect Proforma adjustments as if they occurred on or before 31 December 2020 including:

(a) the Company incurred costs associated with the maintenance of the proposed tenements to the value of $151,793. Consistent with accounting policy the company proposes to capitalise these q C ’ .
(b) the issue of between 25,000,000 and 30,000,000 Shares at $0.20 per Share to raise between $5,000,000 (Minimum Subscription) and $6,000,000 (Maximum Subscription) before costs, pursuant to the Offer.
(c) the settlement of the proposed tenement Acquisition Agreements will be fulfilled via the issue of 6,475,000 Shares. Consistent with accounting policy the company proposes to capitalise these q C ’ .
(d) the incurring of costs related to the Offer of between $728,777 (Minimum Subscription) and $792,038 (Maximum Subscription). Of these total offer costs, $338,777 (Minimum Subscription) and $342,028 (Maximum Subscription) have been recorded in accumulated losses and $390,000 (Minimum Subscription) and $450,000 (Maximum Subscription) have been recorded as share issue costs in equity.
(e) the issue of 187,500 Shares (under the Minimum Subscription or Maximum Subscription), to Novus Capital as per the Novus Capital Mandate.
(f) the issue of 10,000,000 options to directors at an exercise price of $0.30c which vest immediately on issuance. These director options have been valued at $997,764 using a Black Scholes option pricing model and have been recorded as an increase to accumulated losses and share based payment option reserve equity account for $997,764.

H C ’ actual or prospective financial position.

The 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 .

Directors’ Responsibility

The Directors of the Company are responsible for the preparation of the Financial Information, including the basis of preparation, the selection and determination of Pro-forma adjustments made to prepare the Pro-forma Financial Information and included in the Financial Information.

This includes responsibility for such internal controls as the Directors determine are necessary to enable the preparation of Financial Information that is free from material misstatement, whether due to fraud or error.

Prospectus | TechGen Metals Limited

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08. INVESTIGATING ACCOUNTANT’S REPORT

Our Responsibility

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

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

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

Conclusions

Based on our review, which is not an audit, nothing has come to our attention which causes us to believe that the Financial Information of the Group as described in Section 4 of the Prospectus is not presented fairly, in all material respects, in accordance with the stated basis of preparation as described in Section 4.2 and significant accounting policies as described in Section 4.8 of the Prospectus.

Prospective investors should be aware of the material risks and uncertainties in relation to an investment in the Company, which are detailed in the Prospectus. Accordingly, prospective investors should have regard to the risk factors as described in Section 5 of the Prospectus. We express no opinion as to the future financial performance of the Group.

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. We have assumed, and relied on representations from certain members of management of the Group, that all material information concerning the prospects and proposed operations of TechGen Metals and the Group have been disclosed to us and that the information provided to us for the purpose of our work is true, complete and accurate in all respects. We have no reason to believe that those representations are false.

Material Uncertainty on Going Concern

We draw attention to Section 4.2 of the Prospectus which describes the principal conditions that raise ’ ’ concern. Our opinion is not modified in respect of this matter.

Restrictions on Use

Without modifying our conclusions, we draw attention to Section 4 of the Prospectus, which describes the purpose of the Financial Information, being for inclusion in the Prospectus. As a result, the Financial Information may not be suitable for use for another purpose.

Consent

PKF Brisbane Audit has consented to the inclusion of this Independent Limited Assurance Report in the Prospectus in the form and context in which it is included.

Prospectus | TechGen Metals Limited

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08. INVESTIGATING ACCOUNTANT’S REPORT

Liability

The liability of PKF Brisbane Audit is limited to the inclusion of this report in the Prospectus. PKF Brisbane Audit makes no representation regarding, and has no liability, for any other statements or other material in, or omission from the Prospectus.

Independence and Disclosure of Interest

PKF Brisbane Audit does not have any pecuniary interests that could reasonable be regarded as being capable of affecting its ability to give an unbiased conclusion in this matter. PKF Brisbane Audit will receive a professional fee for the preparation of this Independent Limited Assurance Report and participation in due diligence procedures.

Yours faithfully

PKF BRISBANE AUDIT

Tim Follett Partner

Prospectus | TechGen Metals Limited

09 BOARD AND MANAGEMENT

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09. BOARD AND MANAGEMENT

9.1 DIRECTORS AND KEY PERSONNEL

(a) Ms Maja McGuire – Non-Executive Chair

Ms McGuire was appointed to the Board as Non-Executive Chair on 24 November 2020. Ms McGuire is a lawyer and brings more than 10 years’ experience in the provision of corporate and compliance advice to ASX listed public companies. This includes working with listed companies as a general counsel, company secretary and in top tier private practice. Ms McGuire holds BComm and LLB qualifications from The University of Western Australia.

Ms McGuire commenced her career at Clayton Utz, Perth, where she gained experience in a broad range of corporate, commercial, and banking & finance matters. Ms McGuire advised companies and executives within Australia and internationally who operate in a variety of sectors, including energy and resources. In 2014 Ms McGuire joined the Canadian Bankers Association, Toronto, where she advocated on behalf of Canadian banks on issues pertaining to developments in domestic and international banking regulation related primarily to capital adequacy and funding.

Ms McGuire has spent the last seven years’ operating within the listed board environment in her capacity as both Company Secretary and Legal Counsel (Anteris Technologies Ltd (previously Admedus) (ASX:AVR) and Alexium International Group Limited (ASX: AJX)) where she oversaw the legal aspects of the business and was responsible for statutory reporting and business administration. Ms McGuire brings extensive experience in ASX Listing Rule and Corporations Act compliance, capital raisings, corporate governance, general commercial contracts and dispute resolution.

Ms McGuire will be considered an independent director.

(b) Mr Ashley Hood – Managing Director

Mr Hood was originally appointed to the Board as Managing Director on 18 October 2018. Mr Hood later resigned and was reappointed as director on 10 February 2020. Mr Hood has more than fifteen years’ experience in the mining industry working in mine and exploration operations for junior and major mining companies based in Australia, South Africa and New Zealand. Mr Hood has broad senior management experience and has worked and managed field exploration and geological teams on some of Australia’s major JORC resources. During the past three years, Mr Hood has held an executive directorship in Mount Ridley Mines Limited (ASX: MRD) and Celsius Resources (ASX:CLA). Mr Hood is currently a non-executive director of Rafaella Resources Limited (ASX:RFR). Mr Hood is also a director of Blue Ribbon Mines Pty Ltd (ACN 133 208 581), and specialises in project and people management, native title negotiations, project due diligence, acquisitions and has a portfolio of family held mineral and precious metals projects which are flagship assets in a number of ASX listed companies today.

Mr Hood will not be considered an independent director.

(c) Mr Andrew Jones – Executive Director

Mr Jones was appointed as a Director the Company on the 10 February 2020. Mr Jones has more than 20 years’ experience as a geologist in the resources sector and has worked throughout Australia, in West Africa, Southern Africa and South America. Mr Jones holds a B.App.Sci degree from RMIT University and Honours and MSc degrees from the University of Tasmania.

Mr Jones has experience in a range of mineral commodities and has been involved in the discovery of new mineral deposits, extensions to known mineral resources at operating mine sites and has been involved in several feasibility studies for commodities including gold, copper and nickel-cobalt. He is a member of both the Australian Institute of Geoscientists (AIG) and the Australasian Institute of Mining and Metallurgy (AusIMM).

Mr Jones will not be considered an independent director.

(d) Mr Govender – Non-executive Director, Company Secretary & CFO

Mr Govender was appointed as the Company Secretary on 29 June 2018 and is also engaged as Chief Financial Officer. On 24 December 2020, Mr Govender was appointed as a Director of the Company. Mr Govender is an experienced financial professional with senior leadership experience in various resources and industrial businesses. Mr Govender has held senior finance roles in several ASX listed companies, including Meridian Minerals Limited, Consolidated Rutile Ltd and Cool or Cosy Ltd. Mr Govender was the Australasian CFO for the Penske Automotive Group (NYSE: PAG), and managed the financial resources of other tier 1 non listed large enterprises. Mr Govender is CPA qualified individual with an MBA (UQ), a member of the Chartered Institute of Secretaries and has a Bachelor of Commerce.

Mr Govender will be considered an independent director.

Prospectus | TechGen Metals Limited

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09. BOARD AND MANAGEMENT

9.2 MANAGEMENT AND CONSULTANTS

The Company is aware of the need to have sufficient management to properly supervise its business and the Board will continually monitor the management roles in the Company. As the business and the Company, require an increased level of involvement the Board will look to appoint additional management and/or consultants when and where appropriate to ensure proper management of the Company’s business.

9.3 DISCLOSURE OF INTERESTS

9.3.1 Interests of Directors

Other than as set out below or elsewhere in this Prospectus, no Director has, or had within two years before lodgement of this Prospectus with ASIC, any interest in:

(a) the formation or promotion of the Company;

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

(c) the Offer,

and no amounts have been paid or agreed to be paid (in cash or securities or otherwise) and no benefits have been given or agreed to be given to any Director:

(d) to induce him to become, or to qualify him as, a Director; or
(e) for services rendered by him in connection with the formation or promotion of the Company or the Offer.

The interests of the Directors in the Securities of the Company as at the date of this Prospectus are set out in Section 9.3 above.

9.3.2 Security holdings of Directors

The Directors and their related entities have the following interests in Securities as at the date of this Prospectus:

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Director Shares [1] Options [2] Performance Rights [3]
Mr Hood 3,500,000 2,667,667 2,350,000
Mr Jones 2,975,000 2,500,000 2,350,000
Ms McGuire 0 2,500,000 0
Mr Govender [6] 0 2,500,000 0
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Shares issued (to Directors or their associated entities) as consideration pursuant to the Acquisition Agreements.
Ashley Hood and Andrew Jones will each receive 2,500,000 Director Options as part of their executive service agreements under the Company’s Incentive Plan. Maja McGuire and Rick Govender will also each receive 2,500,000 Director Options pursuant to their non-executive letters of appointment under the Company’s Incentive Plan. The Director Options will be issued as reasonable remuneration for future services to be provided to the Company and will assist in ensuring that the interests of all Directors are aligned with those of Shareholders. Refer to Section 12.4, for the full terms of these Director Options. Mr Hood has also received 167,667 Restructure Options which were issued following a selective capital reduction of the Company’s Shares in November 2020.
Performance Rights are being issued (to Mr Hood or Mr Jones or their associated entities) as consideration pursuant to the Acquisition Agreements and are not ordinary course of business remuneration Securities.

At the date of this Prospectus, the Directors do not intend to participate in the Offer.

Prospectus | TechGen Metals Limited

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09. BOARD AND MANAGEMENT

9.3.3 Directors remuneration

The below table sets out the proposed remuneration to be paid to the Directors. Other than as set out below, the Company has not paid the Directors any other remuneration since incorporation.

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Director Cash remuneration (excluding statutory superannuation)
commencing upon listing [1]
Mr Hood $180,000 per annum [3]
Mr Jones $120,000 per annum [3]
Ms McGuire $55,000 per annum [3]
Mr Govender [2] $45,000 per annum [3]
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Notes:

Refer to the terms of the executive service agreements and letters of appointment set out in Sections 11.3-11.6.
Mr Govender is also engaged as the Company Secretary and Chief Financial Officer. Mr Govender will receive $1,250 per day, with not less than four (4) days per calendar month being dedicated by Mr Govender to the Company. This equates to a minimum fee of $55,000 per annum, plus superannuation for Company Secretarial & Chief Financial Officer services. Refer to Section 11.7 for further details of the Mr Govender’s Consulting Agreement for Company Secretarial & Chief Financial Officer services.
The Directors have also been issued the DIrector Options as part of their reasonable remuneration for future services to be provided to the Company. Refer to Section 12.4 for the terms of these Director Options.

Remuneration for pre-IPO services

Ms McGuire has received a total of $18,970 in respect of consulting services provided to the Company for the period from 1 July 2020 to the date of this Prospectus (via her consulting firm McGuire Consulting (ABN 56 443 094 074)) relating to the preparation of the Offer and this Prospectus.

Mr Govender has received a total of $2,000 in respect of consulting services provided to the Company for the period from 1 July 2020 to the date of this Prospectus (via his consulting firm K & R Security Investments Pty Ltd ABN 53 140 577 555 T/A Strategic Management Consultants) relating to the preparation of the Offer and this Prospectus.

9.4 AGREEMENTS WITH DIRECTORS OR RELATED PARTIES

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

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

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

The Company has entered into:

(a) Acquisition Agreements with Mr Ashley Hood and Mr Andrew Jones (either directly or through their associated entities) to acquire legal and beneficial ownership of the Projects which will be acquired by way of either share sale or direct asset sale. Refer to Section 11.1 for further details;

(b) executive service agreements or letters of appointment with each of its Directors;

(c) a consultancy agreement with Mr Govender (in his capacity as Company Secretary and Chief Financial Officer of the Company); and

(d) deeds of indemnity, insurance and access with each of its Directors on standard terms.

For further details of the material contracts to which the Company is party to, please refer to Section 11.

Prospectus | TechGen Metals Limited

10 CORPORATE GOVERNANCE

10. CORPORATE GOVERNANCE

10.1 ASX CORPORATE GOVERNANCE COUNCIL PRINCIPLES AND RECOMMENDATIONS

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

To the extent applicable, the Company has adopted The Corporate Governance Principles and Recommendations (4th Edition) as published by ASX Corporate Governance Council ( Recommendations ).

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

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

10.2 BOARD OF DIRECTORS

The Board is responsible for corporate governance of the Company. The Board develops strategies for the Company, reviews strategic objectives and monitors performance against those objectives. The goals of the corporate governance processes are to:

(a) maintain and increase Shareholder value;

(b) ensure a prudential and ethical basis for the Company’s conduct and activities; and

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

(a) developing initiatives for profit and asset growth;

(b) reviewing the corporate, commercial and financial performance of the Company on a regular basis;

(d) identifying business risks and implementing actions to manage those risks and corporate systems to assure quality.

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

10.3 COMPOSITION OF THE BOARD

The Board should comprise Directors with a mix of qualifications, experience and expertise which will assist the Board in fulfilling its responsibilities, as well as assisting the Company in achieving growth and delivering value to shareholders.

In appointing new members to the Board, consideration must be given to the demonstrated ability and also future potential of the appointee to contribute to the ongoing effectiveness of the Board, to exercise sound business judgement, to commit the necessary time to fulfil the requirements of the role effectively and to contribute to the development of the strategic direction of the Company.

The composition of the Board is to be reviewed regularly against the Company’s Board skills matrix prepared and maintained by the nominations committee to ensure the appropriate mix of skills and expertise is present to facilitate successful strategic direction and to deal with new and emerging business and governance issues.

Where practical, the majority of the Board should be comprised of non-executive Directors who can challenge management and hold them to account as well as represent the best interests of the Company and its shareholders as a whole rather than those of individual shareholders or interest groups. Where practical, at least 50% of the Board should be independent.

Prior to the Board proposing re-election of non-executive Directors, their performance will be evaluated by the remuneration and nomination committee to ensure that they continue to contribute effectively to the Board.

10.4 IDENTIFICATION AND MANAGEMENT OF RISK

The Board’s collective experience will enable accurate identification of the principal risks that may affect the Company’s business. Key operational risks and their management will be recurring items for deliberation at Board meetings.

Prospectus | TechGen Metals Limited

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10. CORPORATE GOVERNANCE

10.5 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.

10.6 ETHICAL STANDARDS

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

10.7 REMUNERATION ARRANGEMENTS

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

The total maximum remuneration of non-executive Directors is initially set by the Constitution and subsequent variation is by ordinary resolution of Shareholders in general meeting in accordance with the Constitution, the Corporations Act and the ASX Listing Rules, as applicable. The determination of non-executive Directors’ remuneration within that maximum will be made by the Board having regard to the inputs and value to the Company of the respective contributions by each non-executive Director. The current amount has been set at an amount not to exceed $350,000 per annum.

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

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

The Board reviews and approves the remuneration policy to enable the Company to attract and retain executives and Directors who will create value for Shareholders having consideration to the amount considered to be commensurate for a company of its size and level of activity as well as the relevant Directors’ time, commitment and responsibility. The Board is also responsible for reviewing any employee incentive and equity-based plans including the appropriateness of performance hurdles and total payments proposed.

The remuneration committee assists the Board in monitoring and reviewing any matters of significance affecting the remuneration of the Board and employees of the Company.

10.8 DIVERSITY POLICY

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

10.9 TRADING POLICY

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

10.10 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.

10.11 AUDIT AND RISK COMMITTEE

The Company will have a separate audit and risk committee responsible for monitoring and reviewing any matters of significance affecting financial reporting and compliance, the integrity of the financial reporting of the Company, the Company’s internal financial control system and risk management systems and the external audit function.

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10. CORPORATE GOVERNANCE

10.12 DEPARTURES FROM RECOMMENDATIONS

Following admission to the Official List of ASX, the Company will be required to report any departures from the Recommendations in its annual financial report.

The Company’s compliance and departures from the Recommendations as at the date of this Prospectus are set out on the following pages.

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RECOMMENDATIONS COMPLY EXPLANATION
(4TH EDITION)
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PRINCIPLE 1: LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT	PRINCIPLE 1: LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT	PRINCIPLE 1: LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT
Recommendation 1.1 A listed entity should have and disclose a board charter setting out: (a) the respective roles and responsibilities of its board and management; and (b) those matters expressly reserved to the board and those delegated to management.	Yes	The Company has adopted a Board Charter that establishes a clear distinction between the functions and responsibilities reserved for the Board and those delegated to management (Charter). The Charter also provides an overview of the roles of the Chair, individual Directors, the Managing Director (MD) and the Company Secretary. A copy of the Charter, which is part of the Company’s Corporate Governance Plan, is available on the Company’s website.
Recommendation 1.2 A listed entity should: (a) undertake appropriate checks before appointing a director or senior executive, or putting someone forward for election as a director; and (b) provide security holders with all material information relevant to a decision on whether or not to elect or re-elect a director.	Yes	(a) The Company carefully considers the character, experience, education and skillset, as well as interests and associations of potential candidates for appointment to the Board or as a senior executive and conducts checks to verify the suitability of the candidate. The Company has guidelines for the appointment and selection of the Board in its Corporate Governance Plan. The Company’s Nomination Committee Charter (in the Company’s Corporate Governance Plan) requires the Nomination Committee to ensure appropriate checks (including checks in respect of character, experience, education, criminal record and bankruptcy history (as appropriate)) are undertaken before appointing a Director or senior executive, or putting someone forward for election, as a Director. (b) Under the Nomination Committee Charter, all material information relevant to a decision on whether to elect or re-elect a Director, must be provided to security holders in the Notice of Meeting containing the resolution to elect or re-elect a Director.
Recommendation 1.3 A listed entity should have a written agreement with each director and senior executive setting out the terms of their appointment.	Yes	The Company’s Nomination Committee Charter requires the Nomination Committee to ensure that each Director and senior executive is a party to a written agreement with the Company which sets out the terms of that Director’s or senior executive’s appointment. The Company has written agreements with each of its Directors and senior executives.
Recommendation 1.4 The company secretary of a listed entity should be accountable directly to the board, through the chair, on all matters to do with the proper functioning of the board.	Yes	The Board Charter outlines the roles, responsibility and accountability of the Company Secretary. In accordance with this, the Company Secretary is accountable directly to the Board, through the Chair, on all matters to do with the proper functioning of the Board. Each Director is entitled to access the advice and services of the Company Secretary. The appointment or removal of the Company Secretary is a matter for the Board as a whole.

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RECOMMENDATIONS (4TH EDITION)	COMPLY	EXPLANATION

Recommendation 1.5 A listed entity should: (a) have a diversity policy; (b) through its board or a committee of the board set measurable objectives	Partially	(a) The Company is committed to diversity and inclusiveness. To support this, the Board has adopted a Diversity Policy as a measure to ensure diversity is welcomed and valued at all levels of the Company. A copy of this Policy is available on the Company’s website.
for achieving gender diversity in the composition of its board, senior executives and workforce generally; (c) disclose in relation to each reporting period: (i) the measurable objectives set for that period to achieve gender diversity; (ii) the entity’s progress towards achieving those objectives; and (iii) either: (A) the respective proportions of men and women on the board, in senior executive positions and across the whole workforce (including how the entity has defned “senior executive” for these purposes); or (B) if the entity is a “relevant employer” under the Workplace Gender Equality Act, the entity’s most recent “Gender Equality Indicators”, as defned in and published under that Act. If the entity was in the S&P / ASX 300 Index at the commencement of the reporting period, the measurable objective for achieving gender diversity in the composition of its board should be to have not less than 30% of its directors of each gender within a specifed period.		(b) The Diversity Policy allows the Board to set measureable gender diversity objectives, if considered appropriate, and to continually monitor both the objectives, if any have been set, and the Company’s progress in achieving them. The Board continues to recognise the importance of proactively addressing gender equality and supports initiatives that recognise the benefts of fexible working arrangements and remuneration parity on the basis of gender. (c) The measurable gender diversity objectives for each fnancial year (if any), and the Company’s progress in achieving them, will be detailed in the Company’s Annual Report. The Board does not presently intend to set measurable gender diversity objectives because given the small size of the Company workforce, the Board has determined that it is not currently practicable to establish measurable objectives in this area. At present, there is one female board member. All other board members and executive staff are male. (d) The respective proportions of men and women on the Board, in senior executive positions and across the whole organisation (including how the entity has defned “senior executive” for these purposes) for each fnancial year will be disclosed in the Company’s Annual Report. The Company was not in the S&P / ASX 300 Index at the commencement of the reporting period.
Recommendation 1.6 A listed entity should: (a) have and disclose a process for periodically evaluating the performance of the board, its committees and individual directors; and (b) disclose for each reporting period, whether a performance evaluation has been undertaken in accordance with that process during or in respect of that period.	Yes	(a) The Company’s Nomination Committee (or, in its absence, the Board) is responsible for evaluating the performance of the Board, its committees and individual Directors on an annual basis. It may do so with the aid of an independent advisor. The process for this is set out in the Company’s Corporate Governance Plan, which is available on the Company’s website. (b) The Company’s Corporate Governance Plan requires the Company to disclose whether or not performance evaluations were conducted during the relevant reporting period. The Company intends to complete performance evaluations in respect of the Board, its committees (if any) and individual Directors for each fnancial year in accordance with the above process.

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10. CORPORATE GOVERNANCE	10. CORPORATE GOVERNANCE	10. CORPORATE GOVERNANCE
RECOMMENDATIONS (4TH EDITION)	COMPLY	EXPLANATION
Recommendation 1.7	Yes	(a) The Company’s Nomination Committee is responsible for
A listed entity should: (a) have and disclose a process for evaluating the performance of its senior executives at least once every reporting period; and (b) disclose for each reporting period whether a performance evaluation has been undertaken in accordance with that process during or in respect of that period.		evaluating the performance of the Company’s senior executives on an annual basis. The Company’s Remuneration Committee is responsible for evaluating the remuneration of the Company’s senior executives on an annual basis. (b) The Company’s Corporate Governance Plan requires the Company to disclose whether or not performance evaluations were conducted during the relevant reporting period. The Company intends to complete performance evaluations in respect of the senior executives (if any) for each fnancial year in accordance with the above process.

PRINCIPLE 2: STRUCTURE THE BOARD TO BE EFFECTIVE AND ADD VALUE	PRINCIPLE 2: STRUCTURE THE BOARD TO BE EFFECTIVE AND ADD VALUE	PRINCIPLE 2: STRUCTURE THE BOARD TO BE EFFECTIVE AND ADD VALUE
Recommendation 2.1	No	(a) Although the Company’s Nomination Committee Charter
The board of a listed entity should: (a) have a nomination committee which: (i) has at least three members, a majority of whom are independent directors; and		provides for the creation of a Nomination Committee, a separate Nomination Committee has not been formed. The Board considers that, based on the Company’s stage of development, no benefts or effciencies are to be gained by delegating this function to a separate committee. The full Board carries out the duties of the Nomination Committee. If a vacancy exists,
(ii) is chaired by an independent		through whatever cause, the Board considers candidates with the
director,		appropriate expertise and experience. In so acting, the full Board
and disclose: (iii) the charter of the committee;		follows the Nominations Committee Charter which is available on the Company’s website.
(iv) the members of the committee; and
(v) as at the end of each reporting
period, the number of times
the committee met throughout
the period and the individual
attendances of the members at
those meetings; or
(b) if it does not have a nomination
committee, disclose that fact and the
processes it employs to address board
succession issues and to ensure that
the board has the appropriate balance
of skills, knowledge, experience,
independence and diversity to
enable it to discharge its duties and
responsibilities effectively.
Recommendation 2.2	Yes	Under the Nomination Committee Charter (in the Company’s
A listed entity should have and disclose a board skill matrix setting out the mix of skills the board currently has or is looking to achieve in its membership.		Corporate Governance Plan), the Nomination Committee (or, in its absence, the Board) is required to prepare a Board skill matrix setting out the mix of skills and diversity that the Board currently has (or is looking to achieve) and to review this at least annually against the Company’s Board skills matrix to ensure the appropriate mix of skills
		and expertise is present to facilitate successful strategic direction,
		and deal with new and emerging business and governance issues.
		The Company has a Board skill matrix setting out the mix of skills and
		diversity that the Board currently has or is looking to achieve in its
		membership.

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RECOMMENDATIONS (4TH EDITION)	COMPLY	EXPLANATION

		The Board Charter requires the disclosure of each Board member’s qualifcations and expertise. Full details as to each Director and senior executive’s relevant skills and experience are available in the Company’s Annual Report on the Company’s website. The Company’s objective is to have an appropriate mix of expertise
		and experience on the Board and its Committees in accordance with the Company’s Diversity Policy so that the Board can effectively discharge its corporate governance and oversight responsibilities. This mix is described below: • Strategy • Finance • Commercial acumen • Legal • Executive leadership • Industry experience • Corporate governance • Risk and compliance oversight The Board is comfortable with the diversity and skills matrix represented by the current Board.
Recommendation 2.3 A listed entity should disclose: (a) the names of the directors considered by the board to be independent directors; (b) if a director has an interest, position, affliation or relationship of the type described in Box 2.3 of the ASX Corporate Governance Principles and Recommendation (4th Edition), but the board is of the opinion that it does not compromise the independence of the director, the nature of the interest, position or relationship in question and an explanation of why the board is of that opinion; and (c) the length of service of each director	Yes	(a) The Board considers the following Directors are independent: Ms Maja McGuire and Mr Rick Govender are independent directors (b) The Company will disclose in its Annual Report any instances where this applies and an explanation of the Board’s opinion why the relevant Director is still considered to be independent. (c) The Company’s Annual Report will disclose the length of service of each Director, as at the end of each fnancial year
Recommendation 2.4 A majority of the board of a listed entity should be independent directors.	No	The Board Charter outlines that where practical, at least 50% of the Board should be independent. The majority of Directors are not independent. Ms Maja McGuire and Mr Rick Govender are independent directors. Both Mr Ashley Hood and Mr Andrew Jones are not considered independent, by virtue of being an executives of the Company.
Recommendation 2.5 The chair of the board of a listed entity should be an independent director and, in particular, should not be the same person as the CEO of the entity.	Yes	The Board Charter provides that, where practical, the Chair of the Board should be an independent non-executive director and should not be the CEO/Managing Director. The Chair, Ms Maja McGuire, is an independent Non-Executive Director. The role of the Managing Director is performed by another director.

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RECOMMENDATIONS (4TH EDITION)	COMPLY	EXPLANATION

Recommendation 2.6 A listed entity should have a program for inducting new directors and periodically reviewing whether there is a need for existing director to undertake professional	Yes	In accordance with the Company’s Board Charter, the Board is responsible for procuring appropriate professional development opportunities for Directors to develop and maintain the skills and knowledge needed to perform their role as Directors effciently. The Board, performing the duties under the Nomination Committee Cht ill ll i hth th Dit hl h
development to maintain the skills and knowledge needed to perform their role as directors effectively.		arer, w reguary revew weer e recors as a woe ave the necessary skills and knowledge to fulfl their role on the Board. If a gap is identifed, training/development opportunities will be considered.
Recommendation 3.1 A listed entity should articulate and disclose its values.	Yes	The Company is committed to conducting all of its business activities in accordance with the stated values set out in the Company’s Code of Conduct (which forms part of the Company’s Corporate Governance Plan).
Recommendation 3.2 A listed entity should: (a) have and disclose a code of conduct for its directors, senior executives and employees; (b) ensure that the board or a committee of the board is informed of any material breaches of that code by a director or senior executive; and (c) any other material breaches of that code that call into question the culture of the organisation.	Yes	The Company has adopted a Code of Conduct which provides guidance to Directors, offcers, employees and contractors on the standards of behaviour expected in the discharge of their duties on behalf of the Company. A copy of the Code of Conduct is available on the Company’s website. Material breaches of this Code of Conduct must be reported to the Board or a committee of the Board.
Recommendation 3.3 A listed entity should: (a) have and disclose a whistleblower policy; and (b) ensure that the board or a committee of the board is informed of any material incidents reported under that policy.	Yes	The Company has a Whistleblower Protection Policy to encourage employees and stakeholders to report conduct that is inconsistent with the values upon which the Company operates. A copy is available on the Company’s website. The Whistleblower Protection Policy provides that material incidences reported under the Whistleblower Policy will be reported to the Board or a committee of the Board.
Recommendation 3.4 A listed entity should: (a) have and disclose an anti-bribery and corruption policy; and (b) ensure that the board or committee of the board is informed of any material breaches of that policy.	Yes	The Company has an Anti-Bribery and Anti-Corruption Policy to ensure that all of its business activities are conducted fairly, honesty with integrity and in compliance with laws/regulations. The Anti- Bribery and Anti-Corruption Policy provides that all material breaches of the Policy will be reported to the Board or a committee of the Board. A copy is available on the Company’s website within the Corporate Governance Plan.

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Recommendation 4.1 The board of a listed entity should: (a) have an audit committee which:	Partially	The Company’s Corporate Governance Plan contains an Audit and Risk Committee Charter that provides for the creation of an Audit and Risk Committee, with at least three members, all of whom must be non-executive Directors and a majority of the members of the
(i) has at least three members, all of whom are non-executive directors and a majority of whom are independent directors; and (ii) is chaired by an independent director, who is not the chair of the board, and disclose: (iii) the charter of the committee; (iv) the relevant qualifcations and experience of the members of the committee; and (v) in relation to each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have an audit committee, disclose that fact and the processes it employs that independently verify and safeguard the integrity of its corporate reporting, including the processes for the appointment and removal of the external auditor and the rotation of the audit engagement partner.		committee must be independent non-executive Directors and which must be chaired by an independent Director who is not the Chairman of the Board. The Audit and Risk Committee Charter provides that the Board will strive to adhere to the composition requirements for the committee where at all possible. However the Board acknowledges that the composition of the Board may not allow adherence to the composition requirements from time to time. The Company has established an Audit and Risk Committee (ARC). The ARC assists the Board to monitor the Company’s fnancial reporting and auditing, as well as the management of risks. The ARC comprises of the following three members: • Mr Rick Govender (Chair); • Ms Maja McGuire; and • Mr Ashley Hood. Mr Ashley Hood is an executive director. Given the current composition of the Board, the requirement that all members of the committee be non-executive Directors cannot at this point in time be adhered to. However, the majority of the ARC are independent Directors. The Company’s Annual Report will set out the relevant qualifcations and experience of the members of the ARC and, in relation to each reporting period, the number of times the ARC met throughout the period and the individual attendances of the members at those meetings. The ARC Charter sets out the Committee’s role and responsibilities, composition, structure and membership requirements and is available on the Company’s website within the Corporate Governance Plan.
Recommendation 4.2 The board of a listed entity should, before it approves the entity’s fnancial statements for a fnancial period, receive from its CEO and CFO a declaration that, in their opinion, the fnancial records of the entity have been properly maintained and that the fnancial statements comply with the appropriate accounting standards and give a true and fair view of the fnancial position and performance of the entity and that the opinion has been formed on the basis of a sound system of risk management and internal control which is operating effectively.	Yes	The Audit and Risk Committee Charter provides that, before the Board approves the Company’s fnancial statements for a fnancial period, the Chief Executive Offcer and Chief Financial Offcer (or, if none, the person(s) fulflling those functions) have declared that, in their opinion, the fnancial records of the Company have been properly maintained and that the fnancial statements comply with the appropriate accounting standards and give a true and fair view of the fnancial position and performance of the Company and that the opinion has been formed on the basis of a sound system of risk management and internal control which is operating effectively. The Company intends to obtain a sign off on these terms for each of its fnancial statements in each fnancial year.

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10. CORPORATE GOVERNANCE
RECOMMENDATIONS COMPLY EXPLANATION
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Recommendation 4.3 Yes The Company provides quarterly reports (Appendix 4C) which
A listed entity should disclose its process to includes the financial performance for the quarter as well as the
verify the integrity of any periodic corporate Company’s progress on business activities. These reports are
report it releases to the market that is not reviewed by the Chairman, Chief Executive Officer, Company
audited or reviewed by an external auditor. Secretary and Chief Financial Officer prior to release. In addition,
individual components are also reviewed by management with
responsibility for the specific component subject matter.
PRINCIPLE 5: MAKE TIMELY AND BALANCED DISCLOSURE
Recommendation 5.1 Yes The Company is committed to promoting investor confidence and
A listed entity should have and disclose ensuring that shareholders and the market have equal access to
a written policy for complying with its information and are provided with timely and balanced disclosure
continuous disclosure obligations under of all material matters concerning the Company. The Company
listing rule 3.1. has developed a Continuous Disclosure Policy and Shareholder
Communications Strategy which aims to ensure timely compliance
with the Company’s obligations under the ASX Listing Rules to
facilitate communication with shareholders. A copy of these polices
are available on the Company’s website. The Company Secretary has
been nominated as the person responsible for communications with
the ASX. This role includes responsibility for ensuring compliance
with continuous disclosure requirements of the ASX Listing Rules and
overseeing and co-ordinating information disclosures.
Recommendation 5.2 Yes In accordance with the Company’s Continuous Disclosure Policy,
A listed entity should ensure that its board the Board receives copies of all material market announcements
receives copies of all material market promptly after they have been made. The Company Secretary is
announcements promptly after they have responsible for ensuring this.
been made.
Recommendation 5.3 Yes The Company will ensure that copies of new and substantive
A listed entity that gives a new investor or analyst presentations (such as those typically given at
and substantive investor or analyst AGMs, investor days and broker conferences) are released on the
presentation should release a copy of the ASX platform ahead of the presentation in accordance with the
presentation materials on the ASX Market Continuous Disclosure Policy and Shareholder Communications
Announcements Platform ahead of the Strategy.
presentation.
PRINCIPLE 6: RESPECT THE RIGHTS OF SECURITY HOLDERS
Recommendation 6.1 Yes The Company provides all relevant information concerning its
A listed entity should provide information activities and governance on its website. There is a dedicated
about itself and its governance to investors corporate governance section found under the ‘Investor Centre’
via its website. tab of the website home page. In addition, the Company’s website
maintains timely information with respect to the Company’s financial
performance and posts links to all announcements to the ASX,
notices of meetings, annual reports and financial statements. The
website also includes a ’Contact Us’ feature for shareholders, and
other interested parties, to contact the Company communications
function for information on relevant activities.
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10. CORPORATE GOVERNANCE
RECOMMENDATIONS COMPLY EXPLANATION
(4TH EDITION)
Recommendation 6.2 Yes The Company has adopted a Shareholder Communications Strategy
A listed entity should design and which outlines the range of media used to communicate with
implement an investor relations program to shareholders and the types of information provided.
facilitate effective two-way communication Shareholders are invited to attend the Company’s annual general
with investors. meeting and are given the opportunity to address questions to the
Board and the Company’s external auditors.
The Shareholder Communications Strategy, which is part of
the Company’s Corporate Governance Plan, is available on the
Company’s website.
Recommendation 6.3 Yes Shareholders are encouraged to participate at all general meetings
A listed entity should disclose the policies and annual general meetings of the Company. Upon the despatch
and processes it has in place to facilitate of any notice of meeting to shareholders, the Company Secretary
and encourage participation at meetings of shall send out material with that notice of meeting stating that all
security holders. shareholders are encouraged to participate at the meeting. The
Company will ensure that appropriate technology is used to facilitate
the participation of shareholders at such meetings and that meetings
will be held at a reasonable time and place. Shareholders who are
unable to attend meetings may ask questions or provide comments
ahead of meetings.
Recommendation 6.4 Yes All resolutions (including substantive resolutions) at shareholder
A listed entity should ensure that all meetings will be decided by a poll rather than a show of hands.
substantive resolutions at a meeting of
security holders are decided by a poll rather
than by a show of hands.
Recommendation 6.5 Yes The Company provides investors the option to receive
A listed entity should give security holders communications from and send communications to, the
the option to receive communications from, Company and the share registry electronically.
and send communications to, the entity and
its security registry electronically.
PRINCIPLE 7: RECOGNISE AND MANAGE RISK
Recommendation 7.1 Yes The Company’s Corporate Governance Plan contains an Audit and
The board of a listed entity should: Risk Committee Charter that provides for the creation of an Audit
and Risk Committee, with at least three members, all of whom
(a) have a committee or committees to
must be non-executive Directors and a majority of the members
oversee risk, each of which:
of the committee must be independent non-executive Directors
(i) has at least three members, a and which must be chaired by an independent Director who is not
majority of whom are independent the Chairman of the Board. The Audit and Risk Committee Charter
directors; and provides that the Board will strive to adhere to the composition
(ii) is chaired by an independent director, requirements for the committee where at all possible. However the
and disclose: Board acknowledges that the composition of the Board may not
allow adherence to the composition requirements from time to time.
(iii) the charter of the committee;
The Company has established an Audit and Risk Committee (ARC).
(iv) the members of the committee; and
The ARC assists the Board to oversee the process for identifying
(v) as at the end of each reporting and managing material risks in the Company in accordance with
period, the number of times the Company’s Risk Management Policy. The ARC comprises of the
the committee met throughout following three members.
the period and the individual • Mr Rick Govender (Chair);
attendances of the members at those
• Ms Maja McGuire; and
meetings; or
(b) if it does not have a risk committee • Mr Ashley Hood.
or committees that satisfy (a) above,
disclose that fact and the process it
employs for overseeing the entity’s risk
management framework.
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RECOMMENDATIONS (4TH EDITION)	COMPLY	EXPLANATION

		Mr Ashley Hood is an executive director. Given the current composition of the Board, the Audit and Risk Committee Charter requirement that all members of the committee be non-executive Directors cannot at this point in time be adhered to. However, the majority of the ARC are independent Directors. ’
		The Companys Annual Report will set out the relevant qualifcations and experience of the members of the ARC and, in relation to each reporting period, the number of times the ARC met throughout the period and the individual attendances of the members at those meetings. The Risk Management Policy, which is part of the Company’s Corporate Governance Plan, is available on the Company’s website.
Recommendation 7.2 The board or a committee of the board should: (a) review the entity’s risk management framework at least annually to satisfy itself that it continues to be sound and that the entity is operating with due regard to the risk appetite set by the board; and (b) disclose in relation to each reporting period, whether such a review has taken place.	Yes	(a) The Audit and Risk Committee Charter requires that the Audit and Risk Committee annually review the risk management practices of the Company to satisfy itself that it continues to be sound and that the Company manages risk within the Board approved risk appetite. (b) The Company’s Risk Management Policy requires the Company to disclose at least annually whether such a review of the company’s risk management framework has taken place.
Recommendation 7.3 A listed entity should disclose: (a) if it has an internal audit function, how the function is structured and what role it performs; or (b) if it does not have an internal audit function, that fact and the processes it employs for evaluating and continually improving the effectiveness of its governance, risk management and internal control processes.	Yes	While the Company does not have a formal internal audit function, it employs processes for evaluating and continually improving the effectiveness of its risk management and internal control processes. The external audit function will be performed by PKF Brisbane Audit.
Recommendation 7.4 A listed entity should disclose whether it has any material exposure to environmental or social risks and, if it does, how it manages or intends to manage those risks.	Yes	The Company’s Risk Management Policy requires the Audit and Risk Committee to assist management in determining whether the Company has any material exposure to economic, environmental and social sustainability risks and, if it does, how it manages or intends to manage those risks.

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Recommendation 8.1 The board of a listed entity should: (a) have a remuneration committee which:	Yes	The Company’s Corporate Governance Plan contains a Remuneration Charter that provides for the creation of a Remuneration Committee (if it is considered it will beneft the Company), with at least three members a majority of whom must be independent Directors and
(i) has at least three members, a majority of whom are independent directors; and (ii) is chaired by an independent director, and disclose: (iii) the charter of the committee; (iv) the members of the committee; and (v) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have a remuneration committee, disclose that fact and the processes it employs for setting the level and composition of remuneration for directors and senior executives and ensuring that such remuneration is appropriate and not excessive.		, , which must be chaired by an independent Director. The Remuneration Committee comprises of the following three members, a majority of whom are independent Non-Executive Directors: • Ms Maja McGuire (Chair) • Mr Rick Govender • Mr Andrew Jones The Company’s Annual Report will set out the relevant qualifcations and experience of the members of the Remuneration Committee and, in relation to each reporting period, the number of times the Remuneration Committee met throughout the period and the individual attendances of the members at those meetings. The purpose of the Remuneration Committee is to review and make recommendations to the Board in relation to the overall remuneration policy for the Company. The full role and responsibilities of the Remuneration Committee are contained in the Remuneration Committee Charter, which is available on the Company’s website.
Recommendation 8.2 A listed entity should separately disclose its policies and practices regarding the remuneration of non-executive directors and the remuneration of executive directors and other senior executives.	Yes	The Company’s Remuneration Committee Charter requires the Remuneration Committee to set policies and practices regarding the remuneration of Directors and senior executives, which is disclosed in the Annual Report.
Recommendation 8.3 A listed entity which has an equity-based remuneration scheme should: (a) have a policy on whether participants are permitted to enter into transactions (whether through the use of derivatives or otherwise) which limit the economic risk of participating in the scheme; and (b) disclose that policy or a summary of it.	Yes	The Company has an equity based remuneration scheme. The Remuneration Committee Charter requires the Remuneration Committee to review, manage and disclose the policy (if any) under which participants to an executive incentive plan may be permitted (at the discretion of the Company) to enter into transactions (whether through the use of derivatives or otherwise) which limit the economic risk of participating in the executive incentive plan. The Company’s Trading Policy prohibits Directors and key management personnel from engaging in short-term trading of the Company’s securities (except for the exercise of options where the shares will be sold shortly thereafter). A copy of the Trading Policy is available on the Company’s website.

Prospectus | TechGen Metals Limited

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Recommendation 9.1 A listed entity with a director who does not speak the language in which board i hld i hld	N/A	As set out in the Company’s Board Charter (which forms part of the Corporate Governance Plan), in the event that a Director does not speak the language in which key corporate documents are written or Board or shareholder meetings are held the Company will
or securty oer meetngs are e or key corporate documents are written should disclose the processes it has in place to ensure the director understands and can contribute to the discussions at those meetings and understands and can discharge their obligations in relation to those documents.		, ensure that such documents are translated into the Director’s native language, and a translator is present at all Board and shareholder meetings.
Recommendation 9.2 A listed entity established outside Australia should ensure that meetings of security holders are held at a reasonable place and time.	N/A	All Shareholder meetings will be held at a reasonable place and time for shareholders.
Recommendation 9.3 A listed entity established outside Australia, and an externally managed listed entity that has an AGM, should ensure that its external auditor attends its AGM and is available to answer questions from security holders relevant to the audit.	N/A	The Company’s Auditor will attend the Company’s Annual General Meeting and will be available to answer questions from shareholders in respect of the Company’s audit.
Alternative to Recommendation 1.1 for externally managed listed entities: The responsible entity of an externally managed listed entity should disclose: (a) the arrangements between the responsible entity and the listed entity for managing the affairs of the listed entity; and (b) the role and responsibility of the board of the responsible entity for overseeing those arrangements.	N/A	This Recommendation does not apply to the Company.
Alternative to Recommendations 8.1, 8.2 and 8.3 for externally managed listed entities: An externally managed listed entity should clearly disclose the terms governing the remuneration of the manager.	N/A	This Recommendation does not apply to the Company.

Prospectus | TechGen Metals Limited

11 MATERIAL CONTRACTS

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11. MATERIAL CONTRACTS

Set out below is a summary of the contracts to which the Company is a party that may be material or otherwise may be relevant to a potential investor in the Company. The whole of the provisions of the contracts are not repeated in this Prospectus and below is summary of the material terms only.

11.1 ACQUISITION AGREEMENTS

11.1.1 Agreements

The Company has entered into the following binding term sheets to acquire legal and beneficial ownership of the Projects which will be acquired by way of either share sale or direct asset sale:

(a) Binding Term Sheet (tenement acquisition) between the Company and Tasex Geological Services (ACN 129 133 615) ( Tasex ) dated 10 February 2021 for the purchase of the El Donna tenement E27/0610, Harbutt Range tenement E45/5294, North Nifty tenement E45/5506, North Nifty tenement E45/5511 and Mt Boggola tenement E08/2996;
(b) Binding Term Sheet (share acquisition) between the Company, Ashley Keith Hood and Blue Bull Gold Pty Ltd (ACN 628 294 842) ( Blue Bull Gold ) dated 10 February 2021 for the purchase of 100% of the fully paid ordinary shares in Blue Bull Gold which is the holder of Ida Valley tenements E29/1053 and E36/0979;
(c) Binding Term Sheet (share acquisition) between the Company, Ashley Keith Hood and Blue Rock Valley Pty Ltd (ACN 628 793 199) ( Blue Rock Valley ) dated 10 February 2021 for the purchase of 100% of the fully paid ordinary shares in Blue Rock Valley which is the holder of Blue Rock Valley tenement E08/3030; and
(d) Binding Term Sheet (tenement acquisition) between the Company and Blue Ribbon Mines Pty Ltd (ACN 133 208 581) ( Blue Ribbon Mines ) dated 10 February 2021 for the purchase of the Station Creek tenement E08/2946 and Harbutt tenement E45/5439,

( Acquisition Agreements ).

Ashley Hood, Blue Ribbon and TasEx collectively, being the vendors under the Acquisition Agreements ( Vendors ).

11.1.2 Vendors’ relationship and value of consideration

The Vendors’ relationship to the Company is as follows:

(a) Ashley Hood is the Managing Director of the Company;
(b) Blue Ribbon is an entity which Ashley Hood has an interest as a director and shareholder; and
(c) TasEx is an entity which Andrew Jones, an Executive Director of the Company, has an interest as a director and shareholder.

On this basis, all consideration, negotiation and determination by the Company of the terms of the Acquisition Agreements and the value of the Consideration was undertaken by the remaining Directors of the Company, Maja McGuire and Rick Govender, who do not have an interest in the Vendors.

11.1.3 Material Terms

The Acquisition Agreements contain the following material terms:

(a) ( Grant of Option ): In consideration of the Company agreeing to the terms of the Acquisition Agreements, the Vendors have irrevocably granted the Company an exclusive option to acquire shares in Blue Bull Gold and Blue Rock Valley and the tenements held by Tasex and Blue Ribbon Mines ( Acquisition Options ). These options can be exercised at any time during the option period which is 12 months from the date of each Acquisition Agreement (or such later date agreed in writing by the parties) ( Option Period ). The Acquisition Options will lapse at the end of the Option Period.
(b) ( Rights and obligations during the Option Period ): During the Option Period the Company may undertake legal and technical due diligence investigations of the Projects and the Vendor must provide reasonable assistance if requested by the Company to complete the due diligence. From 14 August 2020 (being the first date that the Company contributed toward exploration costs on the tenements) ( First Payment Date ), the Company and its employees, agents and contractors has the sole and exclusive right to carry out exploration on the tenements.
(c) ( Acquisition ): Subject to the Company exercising the options and the satisfaction or waiver of the conditions precedent (set out below), the Company will acquire a 100% legal and beneficial interest in the tenements held by Tasex and Blue Ribbon and 100% of the fully paid ordinary shares in Blue Bull Gold and Blue Rock Valley, free from all encumbrances or third party interests.

Prospectus | TechGen Metals Limited

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11. MATERIAL CONTRACTS

(d) ( Conditions Precedent) : Settlement of the Acquisitions are conditional upon satisfaction or waiver of the following conditions precedent:
(i) ( Completion of an Initial Public Offer ): the Company obtaining conditional approval from the ASX for the admission of the Company to the official list of the ASX, on conditions which are reasonably able to be satisfied by the Company (at the Company’s discretion);
(ii) ( Due Diligence ): the Company completing its legal, commercial and technical due diligence to its satisfaction;
(iii) ( Independent Valuation ): the Company being satisfied with the results of an independent valuation to confirm that the proposed consideration is comparable to the value of the tenements;
(iv) ( Regulatory Approvals ): the parties obtaining all necessary shareholder and regulatory approvals or waivers, and all thirdparty approvals, consents and necessary documentation required to lawfully complete the Acquisitions;
(v) ( Restriction Agreements ): the Vendors executing and delivering to the Company restriction agreements (as required under the ASX Listing Rules); and
(vi) ( Project Acquisition Agreements ): the conditions precedent of all the Acquisition Agreements being satisfied (or waived) so that each agreement can proceed to settlement.
(e) ( Consideration ): Subject to the valid exercise of the Acquisition Options and the satisfaction (or waiver, where relevant) of the conditions precedent, the Company has agreed to provide the following total consideration to the Vendors:
(i) 2,375,000 Shares to be issued to Ashley Hood (and/or his nominee/s);
(ii) 1,125,000 Shares to be issued to Blue Ribbon (and/or its nominee/s);
(iii) 2,975,000 Shares to be issued to TasEx,

( Consideration Shares ); and

(iv) 1,594,642 Performance Rights to be issued to Ashley Hood (and/or his nominee/s);
(v) 755,358 Performance Rights to be issued to Blue Ribbon (and/or its nominee/s);
(vi) 2,350,000 Performance Rights to be issued to TasEx,
having the terms set out in Section 12.5 ( Performance Rights ),
(collectively, the Consideration Securities ).
The Vendors will also receive a 2% net revenue royalty in respect of all minerals produced from the area of the relevant tenements ( Royalty ).
(f) ( Relinquishment or Surrender of Tenements post Completion ): Following settlement, the Company must not voluntarily relinquish or surrender all or part of the tenements or fail to renew or extend the term of the tenements ( Relinquished Area ) without first offering to transfer the Relinquished Area to the Vendors under the respective Acquisition Agreement for A$1.00 ( Transfer Offer ), unless the Vendor under the Acquisition Agreement provides its prior written consent (see Section 11.1.1 for details of the relevant Vendor). A Transfer Offer will remain open for acceptance by the vendor for 15 Business Days ( Offer Period ). If the Vendor does not accept a Transfer Offer within the Offer Period, the Company may proceed with the proposed relinquishment, surrender, or failure to renew or extend.

Prospectus | TechGen Metals Limited

11. MATERIAL CONTRACTS

11.2 Novus Capital Mandate

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The Company has entered into a mandate with Novus Capital Limited dated 24 August 2020 to provide corporate advisory services and to act as lead manager in respect of the Offer ( Novus Capital Mandate ).

A summary of the key terms are set out below:

Fees: The Company will pay Novus Capital the below fees in respect of the Offer:

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Fee Type Description Monthly Total Note
(excluding GST) (excluding GST)
IPO
Monthly Advisory and From October 2020 to February 2021 $4,375 $21,875 1
Work Fee
Sponsoring Broker Fee In respect of providing due diligence sign off, $15,000
services as sponsoring broker during the Offer
Period and management of the Offer Period
Success Fees: Capital Raising
Management Fee 1% of all capital raised in the transaction $50,000 2
Placement Fee 5% of all capital raised in the transaction $250,000 3
Success Fees: Completion
Admission to ASX & Success Fee upon Official Quotation - $75,000 4
Share allocation 50% cash, 50% Shares (at 20 cents per Share)
Total Fees (based on Minimum Subscription of $5m) $411,875 5
POST IPO
Monthly Corporate Advisory Post listing support, investor relations, and $6,250 $37,500 6
and Work Fee market advice for a period of 6 months
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Notes:

Monthly advisory fee for the pre-IPO period of 5 months. Includes advisory fees and covers the set up and initial design of the program, initial due diligence, interviews with Directors/Management and advice on market considerations.
Assumes Minimum Raise. Management fee is payable on all funds raised under the Offer.
Assumes Minimum Raise. Placement Fee is payable on all funds raised under the Offer. Novus is responsible for payment of any fees to third party financial services licensees from this Placement Fee (including to Vert Capital under the Sub-Mandate in Section 11.2).
The Success Fee is payable on the Company obtaining Official Quotation. 50% of the Success Fee will be paid in cash ($37,500), and 50% paid in Shares (a total of 187,500 shares will be issued at 20 cents per Share).
Based on the Minimum Subscription of $5 million. Based on the Maximum Subscription, the total Lead Manager fees will be $471,875.
The post quotation advisory services extends for a minimum period of 6 months (up to a maximum of 12 months). Note: that the table above is based on a minimum period of 6 months.

Any reasonable out-of-pocket expenses incurred by the Novus Capital, during or in connection with the Offer and the provision of its services, shall be reimbursed by the Company subject to the Company’s prior approval of any expenditure in excess of $500.

Term : The term of the Novus Capital Mandate is from the date of signature of the Novus Capital Mandate until 12 months after the completion of the Offer. The Minimum Term is 6 months from the date of signature or completion of the Offer whichever is the longer ( Minimum Term ).

Termination by the Company: The Company has the right to terminate its arrangement with Novus Capital at any time after expiry of the Minimum Term. The Company has the right to terminate its arrangements with Novus Capital at any time before expiry of the Minimum Term and upon such termination the Company will need to pay all work, advisory, success, management and sponsoring fees accrued or that would be accruable up to the end of the Minimum Term, or the notice period whichever is the greater and a break fee as detailed in the Novus Capital Mandate.

Termination by Novus Capital : Novus Capital in its sole and absolute discretion may terminate the Novus Capital Mandate at any time upon giving the Company thirty days’ notice of its intention to do so.

The Novus Capital Mandate contains additional provisions considered standard for agreements of this nature.

Prospectus | TechGen Metals Limited

11. MATERIAL CONTRACTS

Sub-Mandate with Vert Capital Pty Ltd

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Novus Capital has entered into a sub-mandate agreement with Vert Capital Pty Ltd ( Vert Capital ) dated 3 February 2021 for Vert Capital to provide co-lead manager services ( Sub-Mandate Agreement ).

Vert Capital will assist Novus Capital in the lead manager duties by:

(a) assisting with the capital raising on a best endeavours basis;

(b) assisting in the content and presentation of the Prospectus;

(d) assisting with investor relations where required.

Novus will pay Vert Capital all fees under the Sub-Mandate (being a capital raising fee of 5% of the capital raised by Vert Capital in respect of the Offer).

The Novus Capital Fees set out in the Novus Capital mandate will not increase as a result of the Sub-Mandate.

11.3 EXECUTIVE SERVICE AGREEMENT – MANAGING DIRECTOR (ASHLEY HOOD)

The Company has entered into an executive services agreement with Mr Ashley Hood on 10 February 2021 pursuant to which Mr Hood has been appointed as Managing Director responsible for the overall management and supervision of the activities, operations and affairs of the Company, subject to the overall control and direction of the Board ( Hood Agreement ). Pursuant to the Hood Agreement, Mr Hood is entitled to receive $180,000 per annum (plus statutory superannuation) ( Managing Director Fee ) from the date on which the Company is admitted to the Official List of the ASX (or such other date as mutually agreed by the parties) ( Remuneration Commencement Date ). In addition, the Company has issued Mr Hood 2,500,000 Director Options under the Company’s Incentive Plan in consideration for future services that the Managing Director will provide to the Company. These Director Options will be subject to ASX imposed escrow and otherwise are issued on the terms and conditions set out in Section 12.4.

The Hood Agreement is for an indefinite term commencing on 10 February 2020 and continuing until terminated by either the Company or Mr Hood. The Company or Mr Hood may terminate the Hood Agreement without reason by providing not less than three (3) months’ written notice.

The Hood Agreement otherwise contains provisions considered standard for agreements of this nature.

11.4 EXECUTIVE SERVICE AGREEMENT – TECHNICAL DIRECTOR (ANDREW JONES)

The Company has entered into an executive services agreement with Mr Andrew Jones ( Technical Director ) on 10 February 2021 pursuant to which Mr Jones has been appointed as a Technical Director responsible for managing the Company’s technical activities, operations and affairs of the Company, subject to the overall control and direction of the Board ( Jones Agreement ).

Pursuant to the Jones Agreement, Mr Jones is entitled to receive $120,000 per annum (based on a 3 to 4 day working week) (plus statutory superannuation) from the Remuneration Commencement Date (being the date on which the Company is admitted to the Official List of the ASX (or such other date as mutually agreed by the parties). In addition, the Company has issued Mr Jones 2,500,000 Director Options under the Company’s Incentive Plan in consideration for future services that the Technical Director will provide to the Company. These Director Options will be subject to ASX imposed escrow and otherwise are issued on the terms set out in Section 12.4.

The Jones Agreement is for an indefinite term commencing on 10 February 2020 and continuing until terminated by either the Company or Mr Jones. The Company or Mr Jones may terminate the Jones Agreement without reason by providing not less than three (3) months’ written notice.

The Jones Agreement otherwise contains provisions considered standard for agreements of this nature.

11.5 NON- EXECUTIVE LETTER OF APPOINTMENT – NON-EXECUTIVE DIRECTOR (RICK GOVENDER)

The Company has entered into a letter of appointment with Mr Rick Govender dated 24 December 2020 ( Govender Agreement ) with respect to Rick’s appointment as a Non-Executive Director.

Mr Govender’s appointment commenced on 24 December 2020 and will automatically cease at the end of any meeting at which he is not re-elected as a Director by the shareholders of the Company or otherwise ceases in accordance with the Constitution or where Mr Govender resigns as a Director for any reason including disqualification or prohibition by law from acting as a director.

Prospectus | TechGen Metals Limited

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11. MATERIAL CONTRACTS

Upon the Company’s listing on the ASX, Mr Govender will be entitled to a fee of $45,000 per annum (exclusive of superannuation).

In addition to the above fees, the Company has issued to Mr Govender 2,500,000 Director Options) under the Company’s Incentive Plan, as consideration for the future services that Mr Govender will provide to the Company. These Director Options will be subject to ASX imposed escrow and otherwise have the terms set out in Section 12.4. Also refer to Section 11.7 for the remuneration that Mr Govender will receive as a Company Secretary and Section 9.3.3 for the remuneration that Mr Govender has received prior to the Company’s Admission.

The Govender Agreement otherwise contains provisions considered standard for agreements of this nature.

11.6 NON- EXECUTIVE LETTER OF APPOINTMENT – NON-EXECUTIVE CHAIR (MAJA MCGUIRE)

The Company has entered into a non-executive director letter of appointment with Ms Maja McGuire dated 10 February 2021 ( McGuire Agreement ) with respect to her appointment as Non-Executive Chair of the Company.

Ms McGuire’s appointment commenced on 24 November 2020 and will automatically cease at the end of any meeting at which she is not re-elected as a Director by the shareholders of the Company or otherwise ceases in accordance with the Constitution or where Ms McGuire resigns as a Director for any reason including disqualification or prohibition by law from acting as a director.

Upon the Company’s listing on the ASX, Ms McGuire will be entitled to a fee of $55,000 per annum (exclusive of superannuation).

In addition to the above fees, the Company has issued to Ms McGuire 2,500,000 Director Options under the Company’s Incentive Plan, as consideration for the future services that Ms McGuire will provide to the Company. These Director Options will be subject to ASX imposed escrow and otherwise have the terms set out in Section 12.4. Also refer to Section 9.3.3 for the remuneration that Ms McGuire has received prior to the Company’s Admission.

The McGuire Agreement otherwise contains provisions considered standard for agreements of this nature.

11.7 CONSULTANCY AGREEMENT (COMPANY SECRETARIAL AND CFO SERVICES)

The Company has entered into consultancy agreement with Mr Rick Govender (via his consulting firm K & R Security Investments Pty Ltd ABN 53 140 577 555 T/A Strategic Management Consultants) for the provision of company secretarial and chief financial officer services) ( Govender Consultancy Agreement ). Pursuant to the Govender Consultancy Agreement, the Company has agreed to pay Mr Govender $1,250 per day (with not less than four (4) days per calendar month being dedicated by Mr Govender to the Company), which equates to a minimum fee of $55,000 per annum, plus superannuation ( Consultancy Fee ). The Consultancy Fee is payable from the date the Company is admitted to the Official List of the ASX or such other date as mutually agreed by the parties. Refer to Section 11.5 for the remuneration that Mr Govender will receive as a Non-Executive Director and Section 9.3.3 for the remuneration that Mr Govender has received prior to the Company’s Admission.

The provision of services commenced on 29 June 2018 and the Govender Consultancy Agreement will continues until termination.

Either party may terminate the Govender Consultancy Agreement at any time by three (3) months written notice to the other party.

The Govender Consultancy Agreement otherwise contains provisions considered standard for agreements of this nature.

11.8 DEEDS OF INDEMNITY, INSURANCE AND ACCESS

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

11.9 SUMMARY OF THE COMPANY’S EMPLOYEE INCENTIVE PLAN

A summary of the terms of the Incentive Plan is set out below:

(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); and
(ii) has been determined by the Board to be eligible to participate in the Incentive Plan from time to time.
(b) ( Purpose ): The purpose of the Incentive Plan is to:
(i) assist in the reward, retention and motivation of Eligible Participants;

Prospectus | TechGen Metals Limited

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11. MATERIAL CONTRACTS

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

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

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

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

(i) ( Delivery of Shares on exercise of Convertible Securities ): As soon as practicable after the valid exercise of a Convertible Security by a Participant, the Company will issue or cause to be transferred to that Participant the number of Shares to which the Participant is entitled under the Plan rules and issue a substitute certificate for any remaining unexercised Convertible Securities held by that Participant.
(j) ( Forfeiture of Convertible Securities ): Where a Participant who holds Convertible Securities ceases to be an Eligible Participant or becomes insolvent, all unvested Convertible Securities will automatically be forfeited by the Participant, unless the Board otherwise determines in its discretion to permit some or all of the Convertible Securities to vest.
Where the Board determines that a Participant has acted fraudulently or dishonestly, or 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.

Prospectus | TechGen Metals Limited

11. MATERIAL CONTRACTS

Unless the Board otherwise determines, or as otherwise set out in the Incentive 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 Incentive Plan, or issued or transferred to a Participant upon the valid exercise of a Convertible Security, ( Plan Shares ) will rank pari passu in all respects with the Shares of the same class. A Participant will be entitled to any dividends declared and distributed by the Company on the Plan Shares and may participate in any dividend reinvestment plan operated by the Company in respect of Plan Shares. A Participant may exercise any voting rights attaching to Plan Shares.
(m) ( Disposal restrictions on Plan Shares ): If the invitation provides that any Plan Shares are subject to any restrictions as to the disposal or other dealing by a Participant for a period, the Board may implement any procedure it deems appropriate to ensure the compliance by the Participant with this restriction.
For so long as a Plan Share is subject to any disposal restrictions under the Plan, the Participant will not:
(i) transfer, encumber or otherwise dispose of, or have a security interest granted over that Plan Share; or
(ii) take any action or permit another person to take any action to remove or circumvent the disposal restrictions without the express written consent of the Company.
(n) ( Adjustment of Convertible Securities ): If there is a reorganisation of the issued share capital of the Company (including any subdivision, consolidation, reduction, return or cancellation of such issued capital of the Company), the rights of each Participant holding Convertible Securities will be changed to the extent necessary to comply with the ASX 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 Incentive 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 Incentive 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 Incentive Plan continues in operation until the Board decides to end it. The Board may from time to time suspend the operation of the Incentive Plan for a fixed period or indefinitely, and may end any suspension. If the Incentive 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.

Prospectus | TechGen Metals Limited

12 ADDITIONAL INFORMATION

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12. ADDITIONAL INFORMATION

12.1 RIGHTS ATTACHING TO SHARES

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

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

(a) General meetings

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

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

(b) Voting rights

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

(i) each Shareholder entitled to vote may vote in person or by proxy, attorney or representative or if a determination has been made, by direct vote;
(ii) on a show of hands, every person present who is a Shareholder or a proxy, attorney or representative of a Shareholder has one vote (even though he or she may represent more than one member); and
(iii) on a poll, every person present who is a Shareholder or a proxy, attorney or representative of a Shareholder shall (or where a Direct Vote has been lodged), in respect of each fully paid Share held by him, or in respect of which he is appointed a proxy, attorney or representative, have one vote for the Share, but in respect of partly paid Shares, shall have such number of votes being equivalent to the proportion which the amount paid (not credited) is of the total amounts paid and payable in respect of those Shares (excluding amounts credited).

(c) Dividend rights

Subject to and in accordance with the Corporations Act, the Listing Rules, the rights of any preference Shareholders and to the rights of the holders of any shares created or raised under any special arrangement as to dividend, the Directors may from time to time declare a dividend to be paid to the Shareholders entitled to the dividend which shall be payable on all Shares according to the proportion that the amount paid (not credited) is of the total amounts paid and payable (excluding amounts credited) in respect of such Shares. The Directors may rescind a decision to pay a dividend if they decide, before the payment date, that the Company’s financial position no longer justifies the payment.

The Directors may from time to time pay to the Shareholders any interim dividends as they may determine. No dividend shall carry interest as against the Company.

The Directors may set aside out of the profits of the Company any amounts that they may determine as reserves, to be applied at the discretion of the Directors, for any purpose for which the profits of the Company may be properly applied. Pending any application of the reserves, the Directors may invest or use the reserves in the business of the Company or in other investments as they think fit. Any amount set aside as a reserve is not required to be held separately from the Company’s other assets and may be used by the Company or invested as the Directors think fit.

Subject to the ASX Listing Rules and the Corporations Act, the Company may, by resolution of the Directors, implement a dividend reinvestment plan on such terms and conditions as the Directors think fit and which provides for any dividend which the Directors may declare from time to time and payable on Shares which are participating Shares in the dividend reinvestment plan, less any amount which the Company shall either pursuant to the Constitution or any law be entitled or obliged to retain, be applied by the Company to the payment of the subscription price of Shares.

(d) Restricted Securities

The Company shall comply in all respects with the requirements of the Listing Rules with respect to Restricted Securities.

Without limiting the generality of the above:

(i) a holder of Restricted Securities must not Dispose of, or agree or offer to Dispose of, the Securities during the escrow period applicable to those Securities except as permitted by the Listing Rules or the ASX;
(ii) if the Restricted Securities are in the same class as quoted Securities, the holder will be taken to have agreed in writing that the Restricted Securities are to be kept on the Company’s issuer sponsored subregister and are to have a Holding Lock applied for the duration of the escrow period applicable to those Securities;

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12. ADDITIONAL INFORMATION

(iii) the Company will refuse to acknowledge any Disposal (including, without limitation, to register any transfer) of Restricted Securities during the escrow period applicable to those Securities except as permitted by the Listing Rules or the ASX;
(iv) a holder of Restricted Securities will not be entitled to participate in any return of capital on those Securities during the escrow period applicable to those Securities except as permitted by the Listing Rules or the ASX; and
(v) if a holder of Restricted Securities breaches a Restriction Deed or a provision of this Constitution restricting a Disposal of those Securities, the holder will not be entitled to any dividend or distribution, or to exercise any voting rights, in respect of those Securities for so long as the breach continues.

(e) Winding-up

If the Company is wound up, the liquidator may, with the authority of a special resolution of the Company, divide among the shareholders in kind the whole or any part of the property of the Company, and may for that purpose set such value as he considers fair upon any property to be so divided, and may determine how the division is to be carried out as between the Shareholders or different classes of Shareholders. No member is obliged to accept any Shares, securities or other assets in respect of which there is any liability.

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

(f) Shareholder liability

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

(g) Transfer of Shares

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

(h) Variation of rights

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

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

(i) Alteration of Constitution

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

12.2 RESTRUCTURE OPTIONS

The Restructure Options have been issued on the following terms and conditions:

(a) The exercise price of each Restructure Option is $0.30 each per Share ( Restructure Option Exercise Price ).
(b) The Restructure Options are exercisable on or before 3 years from the date on which the Company is admitted to the Official List of the ASX ( Restructure Option Expiry Date ).
(c) Each Restructure Option will automatically lapse if not exercised on or before the Expiry Date.
(d) Each Restructure Option shall entitle the holder to subscribe for and to be allotted one ordinary fully paid share in the capital of the Company (Share) upon exercise of the Restructure Option and payment to the Company of the Restructure Option Exercise Price.
(e) A Restructure Option may be exercised by the option holder at any time prior to the Restructure Option Expiry Date by sending a completed and signed notice of exercise, together with the payment of the Restructure Option Exercise Price and the statement for the Restructure Option, to the Company’s share registry. If the option holder holds more than one Restructure Option, the Restructure Options may be exercised in whole or in part.

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12. ADDITIONAL INFORMATION

(f) A notice of exercise is only effective when the Company has received the full amount of the Exercise Price in cash or cleared funds.
(g) Subject to any restrictions in the ASX Listing Rules, within 14 days of receipt of a properly executed notice of exercise and the required application moneys, the number of Shares specified in the notice will be allotted.
(h) Each statement will bear a suitable form of notice of exercise of the Restructure Options, endorsed on the back of the statement, for completion by the option holder (if required). If the Restructure Options comprised in any such statement are exercised in part only, before the Expiry Date, the Company will issue the option holder with a fresh statement for the balance of the Restructure Options held and not yet exercised.
(i) The period during which the Restructure Options may be exercised will not be extended.
(j) The option holder is not entitled to participate in new issues of securities offered to shareholders of the Company. The option holder can participate in new issues of securities offered to shareholders of the Company if the Restructure Option is exercised before the relevant record date for that new issue.
(k) If from time to time before the expiry of the Restructure Options the Company makes an issue of Shares to the holders of Shares by way of capitalisation of profits or reserves (a “ Bonus Issue ”), other than in lieu of a dividend payment, then upon exercise of a Restructure Option the option holder will be entitled to have issued to it, in addition to the Shares which it is otherwise entitled to have issued to it upon such exercise, additional Shares in the Company. The number of additional Shares is the number of Shares which would have been issued to it under that Bonus Issue (“ Bonus Shares ”) if on the date on which entitlements were calculated it had been registered as the holder of the number of Shares which it would have been registered as holder if immediately before that date it had exercised its Restructure Options. The Bonus Shares will be paid up by the Company out of profits or reserves (as the case may be) in the same manner as was applied in relation to the Bonus Issue and upon issue will rank equally in all respects with the other Shares allotted upon exercise of the Restructure Options.
(l) In the event of any reconstruction (including consolidation, subdivision, reduction, cancellation or return) of the issued capital of the Company before the expiry of any Restructure Options, all rights of the option holder, will be reconstructed (as appropriate) in accordance with the ASX Listing Rules applying to a re-organisation of capital at the time of the re-organisation.
(m) Shares allotted pursuant to the exercise of the Restructure Options will rank equally with the then issued Shares of the Company.
(n) The Restructure Options are not transferrable and quotation of the Restructure Options will not be sought.
(o) The Company undertakes to apply for official quotation by ASX of all Shares allotted pursuant to the exercise of any Restructure Options, within 10 business days of the date of allotment of those new Shares.
(p) Other than as referred to above, the Restructure Option does not confer the right to a change in Exercise Price, or a change to the number of underlying securities over which it can be exercised.

12.3 HISTORICAL OPTIONS

The Historical Options have been issued on the following terms and conditions:

(a) The exercise price of each Historical Option is $0.60 ( Historical Exercise Price ).
(b) The Historical Options are exercisable on or before the day that is two years from the date that the Company is admitted to the Official List ( Historical Expiry Date ).
(c) Each Historical Option will expire if not exercised on or before the Historical Expiry Date.
(d) Each Historical Option shall entitle the Option Holder to subscribe for and to be allotted one Share upon exercise of the Historical Option and payment to the Company of the Historical Option Fee (being the amount determined by multiplying the number of Historical Options exercised by the Historical Exercise Price).
(e) Historical Options do not carry any dividend rights until exercised and once the corresponding Shares are issued, those Shares only carry an entitlement to receive dividends that have a record date after the Shares were issued.
(f) Historical Options do not carry voting entitlements until they are exercised, though the Company may at its absolute discretion invite the Historical Option Holder to attend (though not speak or vote at) annual meetings.
(g) The Historical Options will be fully transferrable in accordance with the Constitution and the Corporations Act, however will not be quoted on any stock exchange on which the Company may be listed.
(h) Subject to the Constitution, Shares issued on exercise of Options rank in all respects pari passu with other issued Shares from the date they are issued by the Company.

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12. ADDITIONAL INFORMATION

(i) A Historical Option may be exercised by the Option Holder at any time prior to the Expiry Date by sending a written notice of exercise ( Option Notice ), together with the payment of the Historical Option Fee and the certificate or statement for the Historical Option ( Option Certificate ), to the Company’s nominated address or its share registry (collectively, the Historical Option Application ).
(j) Within 15 days of receiving the Historical Option Application, the Company must issue the Option Holder the number of fully paid ordinary Shares specified in the Historical Option Application.
(k) The Option Holder may only exercise Historical Options in multiples of 500 unless the Option Holder exercises all Historical Options held.
(l) If the Option Holder does not exercise all the Historical Options registered in its name, the Option Holder must surrender its current Historical Option Certificate and the Company must within reasonable time cancel the current Option Certificate and issue the Option Holder a new Historical Option Certificate stating the remaining Historical Options.
(m) The Company will apply to the ASX for official quotation of the Shares issued to the Option Holder upon exercise of the Historical Options.
(n) An Option Holder is not entitled to participate in any new issue of any Shares or other securities in the Company occurring after the Company achieves a listing unless they have exercised their Historical Options before the record date for the new issue and participate as a result of holding Shares.
(o) If there is an altering of the share capital of the Company including without limitation consolidations, subdivisions, reductions and returns, then the rights of the Option Holder (including the number of Historical Options to which each Option Holder is entitled and/or the Exercise Price) is changed to the extent necessary to comply with the ASX Listing Rules applying to a reorganisation of capital at the time of the reorganisation.
(p) If listed, the Company must give an Option Holder in accordance with the ASX Listing Rules notice of the proposed terms of any new issue of securities and the Options Holder’s right to exercise its Historical Options.
(q) The Company must within a reasonable time provide to the Option Holder notice of changes to the Historical Exercise Price or the number of Shares to which the Option Holder is entitled to on exercise of a Historical Option pursuant to clause 12.3(o).
(r) The Option Holder acknowledges and agrees that any Shares to which it is entitled may be required by the ASX to be held in escrow and agrees to enter into any instrument reasonably required by the ASX or the Company to give effect to that arrangement.

12.4 DIRECTOR OPTIONS

The Director Options have been issued on the following terms and conditions:

(a) The exercise price of each Director Option is $0.30 ( Exercise Price ).
(b) The Director Options are exercisable on or before 3 years from the date on which the Company is admitted to the Official List of the ASX ( Expiry Date ).
(c) Each Director Option will automatically lapse if not exercised on or before the Expiry Date.
(d) Each Director Option shall entitle the holder to subscribe for and to be allotted one ordinary fully paid share in the capital of the Company ( Share ) upon exercise of the Director Option and payment to the Company of the Exercise Price.
(e) A Director Option may be exercised by the option holder at any time prior to the Expiry Date by sending a completed and signed notice of exercise, together with the payment of the Exercise Price and the statement for the Director Option, to the Company’s share registry. If the option holder holds more than one Director Option, the Director Options may be exercised in whole or in part.
(f) A notice of exercise is only effective when the Company has received the full amount of the Exercise Price in cash or cleared funds.
(g) Subject to any restrictions in the ASX Listing Rules, within 14 days of receipt of a properly executed notice of exercise and the required application moneys, the number of Shares specified in the notice will be allotted.
(h) Each statement will bear a suitable form of notice of exercise of the Director Options, endorsed on the back of the statement, for completion by the option holder (if required). If the Director Options comprised in any such statement are exercised in part only, before the Expiry Date, the Company will issue the option holder with a fresh statement for the balance of the Director Options held and not yet exercised.
(i) The period during which the Director Options may be exercised will not be extended.

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12. ADDITIONAL INFORMATION

(j) The option holder is not entitled to participate in new issues of securities offered to shareholders of the Company. The option holder can participate in new issues of securities offered to shareholders of the Company if the Director Option is exercised before the relevant record date for that new issue.
(k) If from time to time before the expiry of the Director Options the Company makes an issue of Shares to the holders of Shares by way of capitalisation of profits or reserves (a “ Bonus Issue ”), other than in lieu of a dividend payment, then upon exercise of a Director Option the option holder will be entitled to have issued to it, in addition to the Shares which it is otherwise entitled to have issued to it upon such exercise, additional Shares in the Company. The number of additional Shares is the number of Shares which would have been issued to it under that Bonus Issue (“ Bonus Shares ”) if on the date on which entitlements were calculated it had been registered as the holder of the number of Shares which it would have been registered as holder if immediately before that date it had exercised its Director Options. The Bonus Shares will be paid up by the Company out of profits or reserves (as the case may be) in the same manner as was applied in relation to the Bonus Issue and upon issue will rank equally in all respects with the other Shares allotted upon exercise of the Director Options.
(l) In the event of any reconstruction (including consolidation, subdivision, reduction, cancellation or return) of the issued capital of the Company before the expiry of any Director Options, all rights of the option holder, will be reconstructed (as appropriate) in accordance with the ASX Listing Rules applying to a re-organisation of capital at the time of the re-organisation.
(m) Shares allotted pursuant to the exercise of the Director Options will rank equally with the then issued Shares of the Company.
(n) The Director Options are not transferrable and quotation of the Director Options will not be sought.
(o) The Company undertakes to apply for official quotation by ASX of all Shares allotted pursuant to the exercise of any Director Options, within 10 business days of the date of allotment of those new Shares.
(p) Other than as referred to above, the Director Option does not confer the right to a change in Exercise Price, or a change to the number of underlying securities over which it can be exercised.

12.5 PERFORMANCE RIGHTS

12.5.1 Background

Performance Rights are being issued as consideration pursuant to the Acquisition Agreements to Mr Ashley Hood and Mr Andrew Jones (either directly or through their associated entities), both being Directors of the Company. See Section 11.1 for the number of Performance Rights to be issued to each Director. The Performance Rights are being issued under the Acquisition Agreements which have been entered in connection with the Company’s listing to remunerate the Directors when value is achieves on the Projects. The Performance Rights are not ordinary course business remuneration securities.

Mr Ashley Hood and Mr Andrew Jones believe that the Company’s Projects are highly prospective for future mineral discoveries and intend to plan and execute quality exploration programs on the Projects with the aim of meeting the conversion milestones of the Performance Rights.

The Company considers that it is appropriate to remunerate Mr Ashley Hood and Mr Andrew Jones with Performance Rights as consideration under the Acquisition Agreements because there is an appropriate link between the conversion milestones (set out below) and the purpose for which the Performance Rights are issued, being as a means of recognising and rewarding the Vendors for a future increase in the value of the Projects.

All consideration, negotiation and determination by the Company of the terms of the Acquisition Agreements and the value of the consideration to be issued to the Vendors was undertaken by Maja McGuire and Rick Govender, who are the Directors of the Company who do not have an interest in the Vendors. An independent valuation of the exploration Projects was also undertaken for the purpose of the independent Board members’ consideration, and this was utilised to ensure that the consideration amounts proposed were appropriate.

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12. ADDITIONAL INFORMATION

12.5.2 Performance Right Terms

(a) Vesting Terms

Subject to the terms and conditions below, each one (1) Performance Right is convertible into one (1) Share in the capital of the Company, upon the following milestones being achieved collectively ( Conversion Milestone ):

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

Name Conversion Milestone Expiry Date
Class A Announcement by the Company of the definition of a JORC 2012 compliant 5:00pm (AWST) on the
resource in the Inferred category (or higher) of not less than 100,000 ounces date that is 5 years from
of gold or gold equivalent metals at a minimum of 1.0 g/t in respect of the the date of issue of the
area of the Project Tenements (as at the Settlement Date) verified by an Performance Rights
independent competent person.
Class B Announcement by the Company of the definition of a JORC 2012 compliant 5:00pm (AWST) on the
resource in the Inferred category (or higher) of not less than 500,000 ounces date that is 5 years from
of gold or gold equivalent metals at a minimum of 1.0 g/t in respect of the the date of issue of the
area of the Project Tenements (as at the Settlement Date) verified by an Performance Rights
independent competent person with not less than 20% of the resource in
the Measured Category.
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(b) General Terms

(i) The Performance Rights shall expire at 5.00pm AWST on the respective expiry date (shown in clause (a) above) for each of Class A and Class B ( Expiry Date ).
(ii) The Performance Rights will be granted for nil consideration, as they are being granted as part of the consideration payable to the Vendors, such part of the consideration being contingent upon value being established in terms of the Project Tenements, such value being demonstrated upon achievement of the Conversion Milestones.
(iii) The Company will apply to the ASX for approval of the terms of the Performance Rights. If the proposed terms are not approved by ASX, the parties shall negotiate in good faith a restructuring of the securities to be issued to the parties such that the parties receive equivalent incentivisation.
(iv) The Performance Rights will not convert to ordinary Shares of the Company until such time as the Conversion Milestones referred to above have been satisfied.
(v) Prior to conversion, the Performance Rights have no voting rights, dividend rights or other capital rights.
(vi) The Board may, at its discretion, and by notice to the holders, adjust or vary the terms of a Performance Right, subject to the requirements of the ASX Listing Rules. No adjustment or variation will be made without the consent of each holder if such adjustment or variation would have a materially prejudicial effect upon that holder (in respect of their outstanding Performance Rights).
(vii) The Performance Rights are otherwise subject to the following standard terms and conditions:
(A) ( No Voting Rights ) The Performance Rights do not entitle the holder to vote on any resolutions proposed at a general meeting of shareholders of the Company.
(B) ( No Dividend Rights ) The Performance Rights do not entitle the holder to any dividends.
(C) ( Rights on Winding Up ) The Performance Rights do not entitle the holder to participate in the surplus profits or assets of the Company upon winding up of the Company.
(D) ( Not Transferable ) The Performance Rights are not transferable.
(E) ( Not Quoted ) The Performance Rights will not be quoted on ASX. However, upon conversion of the Performance Rights into Shares, the Company must, within seven (7) days after the conversion, apply for the official quotation of the Shares arising from the conversion on ASX.
(F) ( Participation in Entitlements and Bonus Issues ) Holders of Performance Rights will not be entitled to participate in new issues of capital offered to holders of Shares such as bonus issues and entitlement issues, unless and until the holder is entitled to exercise the Performance Rights, and does so before the record date for the determination of entitlements to the new issue of securities and participates as a result of being a holder of Shares.
(G) ( No Other Rights ) The Performance Rights give the holders no rights other than those expressly provided by these terms and those provided at law where such rights at law cannot be excluded by these terms.

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12. ADDITIONAL INFORMATION

(viii) The Vendors and the Company agree and acknowledge that if after the execution date of the Acquisition Agreements, ASX requires that the terms of the Performance Rights must be amended for the Company to list on the Official List, the Vendors and the Company acknowledge to amend the terms in accordance with ASX requirements.

(c) Conversion of Performance Rights

(i) A certificate or holding statement will be issued to each holder for their respective Performance Rights.
(ii) Holders may only convert their Performance Rights by delivering to the Company Secretary, in the period between the relevant Conversion Milestone and the relevant Expiry Date:
(A) the certificate or holding statement for the Performance Rights or, if either or both have been lost or destroyed, a declaration to that effect, accompanied by an indemnity in favour of the Company against any loss, costs or expenses which might be incurred by the Company by relying on the declaration; and
(B) a notice signed by the holder stating the holder wishes to convert the Performance Rights and specifying the number of Performance Rights which are converted.
(iii) Performance Rights may be exercised in one or more parcels of any size in multiples of 10,000 or all Performance Rights granted to the holder that the holder is then entitled to exercise. An exercise of only some Performance Rights shall not affect the rights of the holder to the balance of the Performance Rights held by the holder.
(iv) The Company shall issue Shares and deliver holding statements following exercise within 10 Business Days of receipt of the notice described in 12.5.2(c)(ii)(B).
(v) Shares issued following conversion of a Performance Right shall rank, from the date of issue, equally with existing Shares of the Company in all respects.

(d) Lapse of Performance Rights

(i) Subject to clauses 12.5.2(d)(ii) and 12.5.2(d)(iii), every Performance Right will lapse immediately and all rights attaching to the Performance Rights will be lost where:
(A) the Conversion Milestones are unable to be met; or
(B) the Expiry Date has passed;
whichever is earlier.
(ii) If the term of a Performance Right would otherwise expire outside a trading window applicable to the holder, then the term of such Performance Right shall be extended to the close of business on the 10th Business Day during the next trading window applicable to the holder.
(iii) If the holder is an individual who dies prior to the Expiry Date of any Performance Rights granted to the holder ( Ceasing Event ), the following provisions apply:
(A) the holder’s personal legal representative, where relevant, may exercise those Performance Rights which at that date:
- (1) have become exercisable;
- (2) have not already been exercised; and
- (3) have not lapsed,

in accordance with clause 12.5.2(d)(iii)(C);

(B) at the absolute discretion of the Board, the Board may resolve that the holder, or the holder’s personal legal representative, where relevant, may exercise those Performance Rights which at that date:
(1) have not become exercisable; and
(2) have not lapsed,
in accordance with clause 12.5.2(d)(iii)(C) and, if the Board exercises that discretion, those Performance Rights will not lapse other than as provided in clause 12.5.2(d)(iii)(C);
(C) the holder or the holder’s personal legal representative (as the case may be) must exercise the Performance Rights referred to in clause 12.5.2(d)(iii)(A) and, where permitted, clause 12.5.2(d)(iii)(B), not later than the earliest of:

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12. ADDITIONAL INFORMATION

(1) the Expiry Date of the relevant Performance Rights; and
(2) the date which is 6 months after the Ceasing Event provided that in the case of Performance Rights referred to in clause 12.5.2(d)(iii)(B), all Conversion Milestones have been met at that time (unless the Board decides to waive any relevant Conversion Milestones, in its absolute discretion); and
(D) Performance Rights which have not been exercised by the end of the period specified in clause 12.5.2(d)(iii)(C) lapse immediately at the end of that period.

(e) Change in Control Event

(i) Change in Control Event means:
(A) the occurrence of:
- (1) the offeror under a takeover offer in respect of Shares announcing that it has achieved acceptances in respect of 50.1% or more of the Shares; and
- (2) that takeover bid has become unconditional; or
(B) the announcement by the Company that:
- (1) shareholders of the Company have at a Court convened meeting of shareholders voted in favour, by the necessary majority of a proposed scheme of arrangement under which all Shares are to be either cancelled or transferred to a third party; and
- (2) the Court, by order, approves the scheme of arrangement.
(ii) On the occurrence of a Change of Control Event, the Board may in its sole and absolute discretion determine that unvested Performance Rights will vest despite the non-satisfaction of any Conversion Milestones and become exercisable in accordance with clause 12.5.2(c)(ii) of these Terms, with such vesting deemed to have taken place immediately prior to the effective date of the Change of Control Event.
(iii) Whether or not the Board determines to accelerate the vesting of any Performance Rights, the Company shall give written notice of any proposed Change of Control Event to the holder. Upon the giving of any such notice, the holder shall be entitled to exercise, at any time within the 14-day period following the giving of such notice, all or a portion of those Performance Rights granted to the holder which are then vested and exercisable in accordance with their terms, as well as any unvested Performance Rights which shall become vested and exercisable in connection with the completion of such Change of Control Event. Unless the Board determines otherwise (in its sole and absolute discretion), upon the expiration of such 14-day period, all rights of the holder to exercise any outstanding Performance Rights, whether vested or unvested, shall terminate and all such Performance Rights shall immediately lapse, expire and cease to have any further force or effect, subject to the completion of the relevant Change of Control Event.
(iv) In any event, the maximum number of Performance Rights that can be converted into Shares and issued upon a Change of Control Event pursuant to this clause 5 must not exceed 10% of the issued share capital of the Company (as at the date of the Change in Control event).

12.6 LITIGATION

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

12.7 INTERESTS AND CONSENTS OF EXPERTS AND ADVISERS

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

(a) person named in this Prospectus as performing a function in a professional, advisory or other capacity in connection with the preparation or distribution of this Prospectus;
(b) promoter of the Company; or
(c) underwriter (but not a sub-underwriter) to the issue or a financial services licensee named in this Prospectus as a financial services licensee involved in the issue,

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

(d) the formation or promotion of the Company;

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12. ADDITIONAL INFORMATION

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

(f) the Offer,

and no amounts have been paid or agreed to be paid (in cash or securities or otherwise) and no benefits have been given or agreed to be given to any Director:

(g) to induce him to become, or to qualify him as, a Director; or
(h) for services rendered by him in connection with the formation or promotion of the Company or the Offer.

Each of the parties referred to in this Section:

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

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

Felicity Repacholi-Muir of FRM Geological Services has acted as Independent Geologist and has prepared the Independent Geologist’s Report which is included in Section 6 of this Prospectus. The Company estimates it will pay FRM Geological Services a total of $29,545 for these services. During the 24 months preceding lodgement of this Prospectus with ASIC, FRM Geological Services has not received any fees from the Company for any other services. Felicity Repacholi-Muir has given her written consent to being named as the Independent Geologist in this Prospectus, the inclusion of the Independent Geologist’s Report in Section 6 of this Prospectus in the form and context in which the report is included, and the inclusion of statements contained in the Chair’s Letter, Investment Overview in Section 1 and the Company Overview in Section 3 of this Prospectus in the form and context in which those statements are included. FRM Geological Services has not withdrawn its consent prior to lodgement of this Prospectus with ASIC.

House Legal Pty Ltd has acted as the Company’s mining solicitors and has prepared the Legal Report on the Projects which is included in Section 7 of this Prospectus. The Company estimates it will pay House Legal a total of $5,000 (excluding GST) for these services. During the 24 months preceding lodgement of this Prospectus with ASIC, House Legal has not received fees from the Company for any other services. House Legal has given its written consent to being named as the Company’s in-country solicitor’s in this Prospectus and to the inclusion of the Legal Report on the Projects in Section 7 of this Prospectus in the form and context in which the information and report is included. House Legal has not withdrawn its consent prior to lodgement of this Prospectus with ASIC.

PKF Brisbane Audit has acted as Investigating Accountant and has prepared the Investigating Accountant’s Report which is included in Section 8 of this Prospectus. The Company estimates it will pay PKF Brisbane Audit a total of $12,000 (excluding GST) for these services. During the 24 months preceding lodgement of this Prospectus with ASIC, PKF Brisbane Audit has not received fees from the Company for any other services other than the audit services noted below. PKF Brisbane Audit has given its written consent to being named as Investigating Accountant in this Prospectus and to the inclusion of the Investigating Accountant’s Report in Section 8 of this Prospectus in the form and context in which the information and report is included, and the inclusion of the statements contained in the Chair’s Letter, Investment Overview in Section 1 and the Financial Information in Section 4 of this Prospectus. PKF Brisbane Audit has not withdrawn its consent prior to lodgement of this Prospectus with ASIC.

PKF Brisbane Audit has acted as auditor to the Company. The Company estimates it will pay PKF Brisbane Audit a total of $10,000 (excluding GST) for these services. During the 24 months preceding lodgement of this Prospectus with ASIC, PKF Brisbane Audit has not received fees from the Company for any other services . PKF Brisbane Audit has given its written consent to being named as auditor to the Company in this Prospectus and to the inclusion of the Company’s audited financial statements and to statements by PKF Brisbane Audit in its capacity as the auditor in relation to those audited financial statements. PKF Brisbane Audit has not withdrawn its consent prior to lodgement of this Prospectus with ASIC.

Nova Legal Pty Ltd has acted as the solicitors to the Company in relation to the Offer. The Company estimates it will pay Nova Legal $115,000 (excluding GST) for these services. Subsequent fees will be charged in accordance with normal charge out rates. During the 24 months preceding lodgement of this Prospectus with ASIC, Nova Legal has not received any fees from the Company for any other services. Nova Legal has given its written consent to being named as the solicitors to the Company in this Prospectus. Nova Legal has not withdrawn its consent prior to the lodgement of this Prospectus with ASIC.

Novus Capital Limited has provided corporate advisor and lead manager services to the Company under the Novus Capital Mandate described in Section 11.2. The Company estimates that it will pay Novus Capital Limited $411,875 (based on a Minimum Subscription). During the 24 months preceding lodgement of this Prospectus with ASIC, Novus Capital has received fees totalling $36,875 from the Company in connection with pre-IPO corporate advisor services. In addition, Novus Capital received fees totalling $46,163 in relation to a seed capital raising in September 2020. Novus Capital has given, and has not withdrawn its consent to being named as Co-Lead Manager to the Company in this Prospectus. Novus Capital has not caused or authorised the issue of this Prospectus, does not make or purport to make any statement in this Prospectus and 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.

Prospectus | TechGen Metals Limited

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12. ADDITIONAL INFORMATION

Vert Capital Pty Ltd has acted as Co-Lead Manager and provided corporate advisor and lead manager services to the Company through its Sub-Mandate Agreement with Novus Capital described in Section 11.2. The Company will not pay any fees directly to Vert Capital Pty Ltd for these co-lead services. Novus Capital will pay Vert Capital Pty Ltd pursuant to the terms of the SubMandate Agreement. During the 24 months preceding lodgement of this Prospectus with ASIC, Vert Capital Pty Ltd has received no fees from the Company. Vert Capital Pty Ltd has given, and has not withdrawn its consent to being named as Co-Lead Manager to the Company in this Prospectus. Vert Capital Pty Ltd has not caused or authorised the issue of this Prospectus, does not make or purport to make any statement in this Prospectus and 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.

Automic Pty Ltd 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. References to Automic Pty Ltd appear for information purposes only. Automic Pty Ltd have not been involved in, authorised or caused the issue of this Prospectus. Automic Pty Ltd has given its written consent to being named as the share registry in this Prospectus. Automic Pty Ltd has not withdrawn its consent prior to the lodgement of this prospectus with ASIC.

12.8 EXPENSES OF THE OFFER

The total expenses of the Offer (excluding GST) are estimated to be approximately $728,777 for Minimum Subscription or $792,038 for the Maximum Subscription and are expected to be applied towards the items set out in the table below:

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

Item of Expenditure Number Number
(Min Raise: $5m) (Max Raise: $6m)
ASIC Fees 3,206 3,206
ASX Fees 74,140 77,401
Lead Managers Fees 411,875 471,875
Legal Fees [1] 120,000 120,000
Independent Geologists Fees 29,545 29,545
Investigating Accountants and Audit Fees 27,500 [3] 27,500
Independent Industry Reports [2] 45,510 45,510
Printing & Stationery 17,000 17,000
Total 728,777 792,038
----- End of picture text -----

Notes:

Includes the cost estimate for both Nova Legal Pty Ltd and House Legal Pty Ltd.
Includes all reports used to prepare this Prospectus including geologist reports and digital maps.
Includes services provided in respect of taxation and securities valuation services undertaken by a third party valuer.

12.9 CONTINUOUS DISCLOSURE OBLIGATIONS

Following admission of the Company to the Official List, the Company will be a “disclosing entity” (as defined in Section 111AC of the Corporations Act) and, as such, will be subject to regular reporting and disclosure obligations. Specifically, like all listed companies, the Company will be required to continuously disclose any information it has to the market which a reasonable person would expect to have a material effect on the price or the value of the Company’s securities.

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

12.10 ELECTRONIC PROSPECTUS

Pursuant to ASIC Regulatory Guide 107, ASIC has exempted compliance with certain provisions of the Corporations Act to allow distribution of an electronic prospectus and electronic application form on the basis of a paper prospectus lodged with the ASIC, and the publication of notices referring to an electronic prospectus or electronic application form, subject to compliance with certain conditions.

Prospectus | TechGen Metals Limited

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12. ADDITIONAL INFORMATION

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 contact the Company and the Company will send you, for free, either a hard copy or a further electronic copy of this Prospectus or both. Alternatively, you may obtain a copy of this Prospectus from the website of the Company at www.techgenmetals.com.au or www.novuscapital.com.au .

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.

12.11 FINANCIAL FORECASTS

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

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

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

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

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

12.13 PRIVACY STATEMENT

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

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

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

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

Prospectus | TechGen Metals Limited

13 DIRECTOR’S AUTHORISATION

13. DIRECTOR’S AUTHORISATION

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

In accordance with Section 720 of the Corporations Act, each Director has consented to the lodgement of this Prospectus with the ASIC.

Ashley Hood Managing Director

For and on behalf of TechGen Metals Ltd

Prospectus | TechGen Metals Limited

14 GLOSSARY

14. GLOSSARY

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

$ means an Australian dollar.

Acquisition Agreements has the meaning given to it in Section 11.1.

Admission means admission of the Company to the Official List following completion of the Offer.

Applicant means a person who submits an Application Form.

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

Application Monies means application monies for Shares received and banked by the Company.

Applications means completed Application Forms submitted to and received by the Company accompanied by Application Monies.

ASIC means Australian Securities & Investments Commission.

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

ASX Listing Rules or Listing Rules means the official listing rules of ASX.

Australian Subsidiary means ICRL Operations Pty Ltd (ACN 627 830 657).

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

Canadian Subsidiary means ICRL Ontario Limited (ON2638440).

Canadian Vendor means CBLT Inc. a company registered in Ontario, Canada.

Closing Date means the closing date of the Offer as set out in the indicative timetable in the Key Offer Information on page 11 of this Prospectus (subject to the Company reserving the right to extend the Closing Date or close the Offer early).

Co-Lead Managers means Novus Capital Limited ACN 006 711 995 (AFSL 238168) and Vert Capital Pty Ltd (ACN 635 566 424).

Company or TechGen Metals or TechGen means Techgen Metals Ltd (ACN 624 721 035).

Conditions of the Offer means the conditions of the Offer defined in Section 2.4.

Conversion Milestones means the conversion milestones for the Performance Rights set out in section 12.5.2(a).

Constitution means the constitution of the Company.

Corporations Act means the Corporations Act 2001 (Cth).

Corporate Governance Plan means the corporate governance plan adopted by the Company on

10 February 2021.

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

Director Options means Options to be issued to the Directors having the terms set out in Section 12.4.

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

Generally Accepted Accounting Standards means the accounting standards approved under the Corporations Act being the Australian Accounting Standards adopted by the Australian Accounting Standards Board.

Historical Options means the Options that have been issued to a previous Canadian Vendor having the terms set out in Section 12.3.

Incentive Plan means the Company’s incentive plan adopted on 9 February 2021.

JORC means the Australasian Code for Reporting Exploration Results, Mineral Resources and Ore Reserves.

Legal Report on the Projects means the solicitor’s report completed by House Legal on the Project as set out in Section 7.

Novus Capital Mandate means the corporate advisor and lead manager mandate entered into between the Company and Novus Capital on the terms set out in Section 11.2.

Maximum Subscription has the meaning specified in Section 2.2.

Minimum Subscription has the meaning given to it in Section 2.2.

Offer means the offer of Shares under this Prospectus as set out in Section 2.1.

Official List means the official list of ASX.

Official Quotation means official quotation by ASX in accordance with the ASX Listing Rules.

Option means an option to acquire a Share.

Option Holder means a holder of an Option.

Performance Rights means the Performance Rights issued pursuant to the Acquisition Agreements and having the terms set out in Section 12.5.

Projects has the meaning given to it in Section 3.1.2.

Prospectus means this prospectus.

Recommendations means the 4th Edition of the ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations.

Prospectus | TechGen Metals Limited

14. GLOSSARY

Related Party has the meaning ascribed to that term as set out in the Corporations Act and the Listing Rules.

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Restructure Options means the Options issued as consideration to those persons who had their Shares cancelled as part of a selective capital reduction completed on 26 November 2020 having the terms set out in Section 12.2. Section means a section of this Prospectus.

Securities means any securities, including Shares, Options and Performance Rights, issued or granted by the Company.

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

Shareholder means a holder of Shares.

Sub-Mandate Agreement has the meaning given to it in Section 11.2.

Vendors has the meaning given to it in Section 11.1.1.

Prospectus | TechGen Metals Limited

PUBLIC OFFER APPLICATION FORM

APPLICATION FORM TechGen Metals Ltd | ACN 624 721 035

Your Application Form must be received by no later than: 25 March 2021 (unless extended or closed earlier)

Application Options:

Option A: Apply Online and Pay Electronically (Recommended)

Apply and pay online at: https://investor.automic.com.au/#/ipo/techgenmetals

Pay electronically: Applying online allows you to pay electronically, via BPAY® or EFT (Electronic Funds Transfer).
Get in first, it’s fast and simple: Applying online is very easy to do, it eliminates any postal delays and removes the risk of it being potentially lost in transit.
It’s secure and confirmed: Applying online provides you with greater privacy over your instructions and is the only method which provides you with confirmation that your Application has been successfully processed.

==> picture [68 x 68] intentionally omitted <==

To apply online, simply scan the barcode to the right with your tablet or mobile device or you can enter the URL above into your browser.

Option B: Standard Application and Pay by Cheque

Enter your details below (clearly in capital letters using pen), attach cheque and return in accordance with the instructions on page 2 of the form.

	1. Number of Shares applied for Application payment (multiply box 1 by $0.20 per Share) , , A$ , , . Applications for Shares must be for a minimum of 10,000 Shares and thereafter in multiples of 1,000 Shares and payment for the Shares must be made in full at the issue price of $0.20 per Share.	1. Number of Shares applied for Application payment (multiply box 1 by $0.20 per Share) , , A$ , , . Applications for Shares must be for a minimum of 10,000 Shares and thereafter in multiples of 1,000 Shares and payment for the Shares must be made in full at the issue price of $0.20 per Share.	1. Number of Shares applied for Application payment (multiply box 1 by $0.20 per Share) , , A$ , , . Applications for Shares must be for a minimum of 10,000 Shares and thereafter in multiples of 1,000 Shares and payment for the Shares must be made in full at the issue price of $0.20 per Share.	1. Number of Shares applied for Application payment (multiply box 1 by $0.20 per Share) , , A$ , , . Applications for Shares must be for a minimum of 10,000 Shares and thereafter in multiples of 1,000 Shares and payment for the Shares must be made in full at the issue price of $0.20 per Share.	1. Number of Shares applied for Application payment (multiply box 1 by $0.20 per Share) , , A$ , , . Applications for Shares must be for a minimum of 10,000 Shares and thereafter in multiples of 1,000 Shares and payment for the Shares must be made in full at the issue price of $0.20 per Share.	1. Number of Shares applied for Application payment (multiply box 1 by $0.20 per Share) , , A$ , , . Applications for Shares must be for a minimum of 10,000 Shares and thereafter in multiples of 1,000 Shares and payment for the Shares must be made in full at the issue price of $0.20 per Share.	1. Number of Shares applied for Application payment (multiply box 1 by $0.20 per Share) , , A$ , , . Applications for Shares must be for a minimum of 10,000 Shares and thereafter in multiples of 1,000 Shares and payment for the Shares must be made in full at the issue price of $0.20 per Share.	1. Number of Shares applied for Application payment (multiply box 1 by $0.20 per Share) , , A$ , , . Applications for Shares must be for a minimum of 10,000 Shares and thereafter in multiples of 1,000 Shares and payment for the Shares must be made in full at the issue price of $0.20 per Share.	1. Number of Shares applied for Application payment (multiply box 1 by $0.20 per Share) , , A$ , , . Applications for Shares must be for a minimum of 10,000 Shares and thereafter in multiples of 1,000 Shares and payment for the Shares must be made in full at the issue price of $0.20 per Share.	1. Number of Shares applied for Application payment (multiply box 1 by $0.20 per Share) , , A$ , , . Applications for Shares must be for a minimum of 10,000 Shares and thereafter in multiples of 1,000 Shares and payment for the Shares must be made in full at the issue price of $0.20 per Share.	1. Number of Shares applied for Application payment (multiply box 1 by $0.20 per Share) , , A$ , , . Applications for Shares must be for a minimum of 10,000 Shares and thereafter in multiples of 1,000 Shares and payment for the Shares must be made in full at the issue price of $0.20 per Share.	1. Number of Shares applied for Application payment (multiply box 1 by $0.20 per Share) , , A$ , , . Applications for Shares must be for a minimum of 10,000 Shares and thereafter in multiples of 1,000 Shares and payment for the Shares must be made in full at the issue price of $0.20 per Share.	1. Number of Shares applied for Application payment (multiply box 1 by $0.20 per Share) , , A$ , , . Applications for Shares must be for a minimum of 10,000 Shares and thereafter in multiples of 1,000 Shares and payment for the Shares must be made in full at the issue price of $0.20 per Share.	1. Number of Shares applied for Application payment (multiply box 1 by $0.20 per Share) , , A$ , , . Applications for Shares must be for a minimum of 10,000 Shares and thereafter in multiples of 1,000 Shares and payment for the Shares must be made in full at the issue price of $0.20 per Share.	1. Number of Shares applied for Application payment (multiply box 1 by $0.20 per Share) , , A$ , , . Applications for Shares must be for a minimum of 10,000 Shares and thereafter in multiples of 1,000 Shares and payment for the Shares must be made in full at the issue price of $0.20 per Share.	1. Number of Shares applied for Application payment (multiply box 1 by $0.20 per Share) , , A$ , , . Applications for Shares must be for a minimum of 10,000 Shares and thereafter in multiples of 1,000 Shares and payment for the Shares must be made in full at the issue price of $0.20 per Share.	1. Number of Shares applied for Application payment (multiply box 1 by $0.20 per Share) , , A$ , , . Applications for Shares must be for a minimum of 10,000 Shares and thereafter in multiples of 1,000 Shares and payment for the Shares must be made in full at the issue price of $0.20 per Share.	1. Number of Shares applied for Application payment (multiply box 1 by $0.20 per Share) , , A$ , , . Applications for Shares must be for a minimum of 10,000 Shares and thereafter in multiples of 1,000 Shares and payment for the Shares must be made in full at the issue price of $0.20 per Share.	1. Number of Shares applied for Application payment (multiply box 1 by $0.20 per Share) , , A$ , , . Applications for Shares must be for a minimum of 10,000 Shares and thereafter in multiples of 1,000 Shares and payment for the Shares must be made in full at the issue price of $0.20 per Share.	1. Number of Shares applied for Application payment (multiply box 1 by $0.20 per Share) , , A$ , , . Applications for Shares must be for a minimum of 10,000 Shares and thereafter in multiples of 1,000 Shares and payment for the Shares must be made in full at the issue price of $0.20 per Share.	1. Number of Shares applied for Application payment (multiply box 1 by $0.20 per Share) , , A$ , , . Applications for Shares must be for a minimum of 10,000 Shares and thereafter in multiples of 1,000 Shares and payment for the Shares must be made in full at the issue price of $0.20 per Share.	1. Number of Shares applied for Application payment (multiply box 1 by $0.20 per Share) , , A$ , , . Applications for Shares must be for a minimum of 10,000 Shares and thereafter in multiples of 1,000 Shares and payment for the Shares must be made in full at the issue price of $0.20 per Share.	1. Number of Shares applied for Application payment (multiply box 1 by $0.20 per Share) , , A$ , , . Applications for Shares must be for a minimum of 10,000 Shares and thereafter in multiples of 1,000 Shares and payment for the Shares must be made in full at the issue price of $0.20 per Share.	1. Number of Shares applied for Application payment (multiply box 1 by $0.20 per Share) , , A$ , , . Applications for Shares must be for a minimum of 10,000 Shares and thereafter in multiples of 1,000 Shares and payment for the Shares must be made in full at the issue price of $0.20 per Share.	1. Number of Shares applied for Application payment (multiply box 1 by $0.20 per Share) , , A$ , , . Applications for Shares must be for a minimum of 10,000 Shares and thereafter in multiples of 1,000 Shares and payment for the Shares must be made in full at the issue price of $0.20 per Share.	1. Number of Shares applied for Application payment (multiply box 1 by $0.20 per Share) , , A$ , , . Applications for Shares must be for a minimum of 10,000 Shares and thereafter in multiples of 1,000 Shares and payment for the Shares must be made in full at the issue price of $0.20 per Share.	1. Number of Shares applied for Application payment (multiply box 1 by $0.20 per Share) , , A$ , , . Applications for Shares must be for a minimum of 10,000 Shares and thereafter in multiples of 1,000 Shares and payment for the Shares must be made in full at the issue price of $0.20 per Share.	1. Number of Shares applied for Application payment (multiply box 1 by $0.20 per Share) , , A$ , , . Applications for Shares must be for a minimum of 10,000 Shares and thereafter in multiples of 1,000 Shares and payment for the Shares must be made in full at the issue price of $0.20 per Share.	1. Number of Shares applied for Application payment (multiply box 1 by $0.20 per Share) , , A$ , , . Applications for Shares must be for a minimum of 10,000 Shares and thereafter in multiples of 1,000 Shares and payment for the Shares must be made in full at the issue price of $0.20 per Share.	1. Number of Shares applied for Application payment (multiply box 1 by $0.20 per Share) , , A$ , , . Applications for Shares must be for a minimum of 10,000 Shares and thereafter in multiples of 1,000 Shares and payment for the Shares must be made in full at the issue price of $0.20 per Share.
	in full at the issue price of $0.20 per Share.

	2. Applicant name(s) and postal address (Refer to Naming Standards overleaf)																							Post Code:





																								Post Code:

Contact details Telephone Number Contact Name (PLEASE PRINT) ( ) Email Address Byy providingrovidingg your email address,our email address,, you elect to receive all communications despatched by the Company electronicallyou elect to receive all communications despatched by the Company electronicallypatched by the Company electronicallyatched by the Company electronicallyy the Company electronically the Company electronicallypany electronicallyany electronicallyy electronically electronicallyy (where legallywhere legallygallyallyy permissible). ermissible). ). . 4. CHESS Holders Only – Holder Identification Number (HIN) Note: if the name and address details in section 2 does not match ~~exactly with your registration details held at CHESS, any Shares~~ X issued as a result of your Application will be held on the Issuer ~~Sponsored subregister.~~ 5. TFN/ABN/Exemption Code Applicant #1 Applicant #2 Applicant #3 If NOT an individual TFN/ABN, please note the type in the box C = Company; P = Partnership; T = Trust; S = Super Fund

( ) Email Address Byy providingrovidingg your email address,our email address,, you elect to receive all communications despatched by the Company electronicallyou elect to receive all communications despatched by the Company electronicallypatched by the Company electronicallyatched by the Company electronicallyy the Company electronically the Company electronicallypany electronicallyany electronicallyy electronically electronicallyy (where legallywhere legallygallyallyy permissible). ermissible). ). .

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YOUR PRIVACY Automic Pty Ltd (ACN 152 260 814) trading as Automic Group advises that Chapter 2C of the Corporation Act 2001 requires information about you as a securityholder (including your name, address and details of the Shares you hold) to be included in the public register of the entity in which you hold Shares. Primarily, your personal information is used in order to provide a service to you. We may also disclose the information that is related to the primary purpose and it is reasonable for you to expect the information to be disclosed. You have a right to access your personal information, subject to certain exceptions allowed by law and we ask that you provide your request for access in writing (for security reasons). Our privacy policy is available on our website – www.automic.com.au

CORRECT FORMS OF REGISTRABLE TITLE

Type of Investor
Correct Form of Registration
Incorrect Form of Registration
Individual
Mr John Richard Sample
J R Sample
Joint Holdings
Mr John Richard Sample & Mrs Anne Sample
John Richard & Anne Sample
Company
ABC Pty Ltd
ABC P/L or ABC Co
Trusts
Mr John Richard Sample

John Sample Family Company
Superannuation Funds
Mr John Sample & Mrs Anne Sample

John & Anne Superannuation Fund
Partnerships
Mr John Sample &
Mr Richard Sample

John Sample & Son
Clubs/Unincorporated Bodies
Mr John Sample

Health Club
Deceased Estates
Mr John Sample

Anne Sample (Deceased)

INSTRUCTIONS FOR COMPLETING THE FORM

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

This is an Application Form for fully paid ordinary shares in TechGen Metals Ltd (ACN 624 721 035) (the " Company ") made under the terms set out in the Prospectus dated 17 February 2021.

Capitalised terms not otherwise defined in this document have the meaning given to them in the Prospectus. The Prospectus contains important information relevant to your decision to invest and you should read the entire Prospectus before applying for Shares. If you are in doubt as to how to deal with this Application Form, please contact your accountant, lawyer, stockbroker or other professional adviser. To meet the requirements of the Corporations Act, this Application Form must not be distributed unless included in, or accompanied by, the Prospectus and any supplementary Prospectus (if applicable). While the Prospectus is current, the Company will send paper copies of the Prospectus, and any supplementary Prospectus (if applicable) and an Application Form, on request and without charge.

Shares Applied For & Payment Amount - Enter the number of Shares you wish to apply for. Your Application for Shares must be for a minimum of 10,000 Shares and thereafter in multiples of 1,000 Shares and payment for the Shares must be made in full at the issue price of $0.20 per Share.
Applicant Name(s) and Postal Address - ONLY legal entities can hold Shares. The Application must be in the name of a natural person(s), companies or other legal entities acceptable by the Company. At least one full given name and surname is required for each natural person. Refer to the table above for the correct forms of registrable title(s). Applicants using the wrong form of names may be rejected. Next, enter your postal address for the registration of your holding and all correspondence. Only one address can be recorded against a holding.
Contact Details - Please provide your contact details for us to contact you between 9:00am and 5:00pm (AEST) should we need to speak to you about your Application. In providing your email address you elect to receive electronic communications. You can change your communication preferences at any time by logging in to the Investor Portal accessible at https://investor.automic.com.au/ - /home
CHESS Holders - If you are sponsored by a stockbroker or other participant and you wish to hold Shares allotted to you under this Application on the CHESS subregister, enter your CHESS HIN. Otherwise leave the section blank and on allotment you will be sponsored by the Company and a “Securityholder Reference Number” (‘SRN’) will be allocated to you.
TFN/ABN/Exemption - If you wish to have your Tax File Number, ABN or Exemption registered against your holding, please enter the details. Collection of TFN’s is authorised by taxation laws but quotation is not compulsory and it will not affect your Application.
Payment - Payments for Applications made using a paper Application Form can only be made by cheque. Your cheque must be made payable to “TechGen Metals Limited - Share Offer Account” and drawn on an Australian bank and expressed in Australian currency and crossed "Not Negotiable". Cheques or bank drafts drawn on overseas banks in Australian or any foreign currency will NOT be accepted. Any such cheques will be returned and the acceptance deemed to be invalid. Sufficient cleared funds should be held in your account as your acceptance may be rejected if your cheque is dishonoured. Completed Application Forms and accompanying cheques must be received before 5:00pm (AEST) on the Closing Date by being delivered or mailed to the address set out in the instructions below.

Applicants wishing to pay by BPAY® or EFT should complete the online Application, which can be accessed by following the web address provided on the front of the Application Form. Please ensure that payments are received by 5:00pm (AEST) on the Closing Date. Do not forward cash with this Application Form as it will not be accepted.

DECLARATIONS

BY SUBMITTING THIS APPLICATION FORM WITH THE APPLICATION MONIES, I/WE DECLARE THAT I/WE:

Have received a copy of the Prospectus, either in printed or electronic form and have read the Prospectus in full;
Have completed this Application Form in accordance with the instructions on the form and in the Prospectus;
Declare that the Application Form and all details and statements made by me/us are complete and accurate;
I/we agree to provide further information or personal details, including information related to tax-related requirements, and acknowledge that processing of my Application may be delayed, or my Application may be rejected if such required information has not been provided;
Agree and consent to the Company collecting, holding, using and disclosing my/our personal information in accordance with the Prospectus;
Where I/we have been provided information about another individual, warrant that I/we have obtained that individual’s consent to the transfer of their information to the Company;
Acknowledge that once the Company accepts my/our Application Form, I/we may not withdraw it;
Apply for the number of Shares that I/we apply for (or a lower number allocated in a manner allowed under the Prospectus);
Acknowledge that my/our Application may be rejected by the Company in its absolute discretion;
Authorise the Company and their agents to do anything on my/our behalf necessary (including the completion and execution of documents) to enable the Shares to be allocated;
Am/are over 18 years of age;
Agree to be bound by the Constitution of the Company; and
Acknowledge that neither the Company nor any person or entity guarantees any particular rate of return of the Shares, nor do they guarantee the repayment of capital.

LODGEMENT INSTRUCTIONS

The Offer opens on 25 February 2021 and is expected to close on 25 March 2021. The Directors reserve the right to close the Offer at any time once sufficient funds are received or to extend the Offer period. Applicants are therefore encouraged to submit their Applications as early as possible. Completed Application Forms and payments must be submitted as follows:

Paper Application and Cheques

Online Applications and BPAY® or EFT Payments

By Post: or By Hand Delivery: Online:

TechGen Metals Limited TechGen Metals Limited https://investor.automic.com.au/#/ipo/techgenmetals C/- Automic Pty Ltd C/- Automic Pty Ltd Level 5, 126 Phillip Street Level 5, 126 Phillip Street SYDNEY NSW 2000 SYDNEY NSW 2000

ASSISTANCE

Need help with your Application, no problem. Please contact Automic on:

PHONE: 1300 288 664 within Australia +61 (2) 9698 5414 from outside Australia

LIVE WEBCHAT: Go to www.automicgroup.com.au

EMAIL:

[email protected]

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AI assistant

TECHGEN METALS LTD — Capital/Financing Update 2021

65913_rns_2021-03-31_31b7ee77-8704-48ba-b8eb-ea9b67409741.pdf

TECHGEN METALS LIMITED

(ACN 624 721 035)

Co-Lead Managers:

IMPORTANT INFORMATION

CORPORATE DIRECTORY

DIRECTORS

COMPANY SECRETARY

SOLICITORS

INVESTIGATING ACCOUNTANT

INDEPENDENT EXPERT GEOLOGIST

LEGAL REPORT ON THE PROJECT

PROPOSED ASX CODE

REGISTERED OFFICE AND PRINCIPAL PLACE OF BUSINESS

SHARE REGISTRY*

INVESTOR ENQUIRIES

CO-LEAD MANAGERS

AUDITOR

IMPORTANT NOTICE

GENERAL

EXPOSURE PERIOD

PROSPECTUS AVAILABILITY

APPLICANTS OUTSIDE AUSTRALIA

NEW ZEALAND

FORWARD LOOKING STATEMENTS

IMPORTANT NOTICE

PHOTOGRAPHS AND DIAGRAMS

COMPETENT PERSONS STATEMENT

SPECULATIVE INVESTMENT

RISK FACTORS

DEFINITIONS

CHAIR’S LETTER

Dear Investor,

KEY OFFER INFORMATION

KEY DATES – INDICATIVE TIMETABLE

Notes:

KEY OFFER DETAILS

Notes:

01. INVESTMENT OVERVIEW

1.1 KEY INFORMATION

02 DETAILS OF THE OFFER

02. DETAILS OF THE OFFER

2.1 THE OFFER

2.2 MINIMUM SUBSCRIPTION

2.3 OVERSUBSCRIPTIONS

2.4 CONDITIONS OF THE OFFER

2.5 NOT UNDERWRITTEN

2.6 CO-LEAD MANAGERS

02. DETAILS OF THE OFFER

2.6.1 Fees payable to Co-Lead Managers

Notes:

2.6.2 Co-Lead Manager’s interests in Securities

02. DETAILS OF THE OFFER

Co-Lead Manager’s participation in previous placements

2.7 PURPOSE OF THE OFFER

2.8 OFFER PERIOD

2.9 INDICATIVE USE OF FUNDS

Notes:

2.10 APPLICATIONS

02. DETAILS OF THE OFFER

2.11 ALLOCATION POLICY

2.12 ASX LISTING

02. DETAILS OF THE OFFER

2.13 ISSUE OF SHARES

2.14 APPLICANTS OUTSIDE AUSTRALIA

2.15 NEW ZEALAND

2.16 COMMISSIONS PAYABLE

2.17 FINANCIAL INFORMATION

02. DETAILS OF THE OFFER

2.18 TAXATION

2.19 WITHDRAWAL OF OFFER

03 COMPANY OVERVIEW

03. COMPANY OVERVIEW

3.1 BACKGROUND

3.1.1 Company Background

3.1.2 Project Acquisitions

03. COMPANY OVERVIEW

3.3 BUSINESS MODEL AND OBJECTIVES

TECHGEN METALS LTD Capital/Financing Update 2021