TECHGEN METALS LTD — Regulatory Filings 2021

Mar 31, 2021

Rule 1.7

Appendix 1A

Application for Admission to the ASX Official List (ASX Listing)

Name of entity[1]

Name of entity1
TechGen Metals Ltd
ABN/ARBN (ACN 624 721 035)	Date of this form
(ACN 624 721 035)	19 February 2021

We (the entity named above) apply for admission to the[+] official list of ASX Limited (ASX) as an ASX Listing and for[+] quotation of the following[+] securities (or such other number of[+] securities as we may notify to ASX prior to the commencement of[+] quotation):

	Number	+Class (quoted only)
Estimated maximum number and+class of+securities to be quoted on ASX at the commencement of quotation on ASX	52,536,452	Fully paid ordinary shares

By giving this form to ASX, we agree to the matters set out in Appendix 1A of the ASX Listing Rules.

Notes:

1. If the entity seeking admission is a trust, the application should be in the form “[Name of responsible entity of trust] in its capacity as responsible entity of [Name of trust]”.

2. An entity seeking admission to the official list as an ASX Listing must also provide to ASX the information and documents referred to in the Information Form and Checklist (ASX Listing) published on the ASX website.

ASX Listing Rules Appendix 1A (01/12/19) + See chapter 19 of the ASX Listing Rules for defined terms.

Page 1

Information Form and Checklist

(ASX Listing)

(ASX Listing)
Name of entity TechGen Metals Ltd	ABN/ACN/ARBN/ARSN
TechGen Metals Ltd	624 721 035

We (the entity named above) supply the following information and documents to support our application for admission to the official list of ASX Limited (ASX) as an ASX Listing.

Note: by giving an Appendix 1A Application for Admission to the ASX Official List (ASX Listing) to ASX, the entity is taken to have warranted that all of the information and documents it has given, or will give, to ASX in connection with its admission to the official list and the quotation of its securities are, or will be, accurate, complete and not misleading. It also indemnifies ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from, or connected with, any breach of that warranty (see Appendix 1A of the ASX Listing Rules).

The information and documents referred to in this Information Form and Checklist (including any annexures to it) are covered by the warranty and indemnity mentioned above.

Terms used in this Information Form and Checklist and in any Annexures have the same meaning as in the ASX Listing Rules.

Part 1 – Key Information

Instructions: please complete each applicable item below. If an item is not applicable, please mark it as “N/A”.

All entities – corporate details[1]

Type of Australian registration number given above (eg ABN, ACN, ARSN or ARBN)	ACN
Legal entity identifier, if applicable	ACN 624 721 035
Place of incorporation or establishment	Western Australia
Date of incorporation or establishment	28 February 2018
Legislation under which incorporated or established	Corporations Act 2001
Address of registered office in place of incorporation or establishment	Level 28, AMP Tower, 140 St Georges Terrace, Perth, 6000
Main business activity	Mineral exploration with a primary focus on exploring and developing acquired gold and copper projects in Western Australia.
Country where main business activity is mostly carried on	Australia
Other exchanges on which the entity is listed	None
Street address of principal administrative office	Level 28, AMP Tower, 140 St Georges Terrace, Perth, 6000

1 If the entity applying for admission to the official list is a stapled group, please provide these details for each entity comprising the stapled group.

ASX Listing Information Form and Checklist (01/12/19)

Page 1

Postal address of principal administrative office	Level 28, AMP Tower, 140 St Georges Terrace, Perth, 6000
Telephone number of principal administrative office	+61 8 6557 6606
E-mail address for investor enquiries	admin@techgenmetals.com.au
Website URL	www.techgenmetals.com.au

All entities – board and senior management details[2]

Full name and title of chairperson of directors	Maja Aleksandra McGuire
Full names of all existing directors	Maja Aleksandra McGuire, Ashley Keith Hood, Andrew Thomas Jones, Sathiaseelan (Rick) Govender
Full names of any persons proposed to be appointed as additional or replacement directors	None
Full name and title of CEO/managing director	Ashley Keith Hood
Email address of CEO/managing director	ashley.hood@techgenmetals.com.au
Full name and title of CFO	Sathiaseelan (Rick) Govender
Email address of CFO	rick.govender@techgenmetals.com.au
Full name and title of company secretary	Sathiaseelan (Rick) Govender
Email address of company secretary	rick.govender@techgenmetals.com.au

All entities – ASX compliance contact details[3]

Full name and title of ASX contact(s)	Sathiaseelan (Rick) Govender, Company Secretary
Business address of ASX contact(s)	8 Washington Place, Stretton, QLD, 4116
Business phone number of ASX contact(s)	(07) 3273 6375
Mobile phone number of ASX contact(s)	+61 423 783 422
Email address of ASX contact(s)	rick.govender@techgenmetals.com.au

2 If the entity applying for admission to the official list is a trust, enter the board and senior management details for the responsible entity of the trust.

3 Under Listing Rule 1.1 Condition 13, a listed entity must appoint a person responsible for communication with ASX on Listing Rule matters. You can appoint more than one person to cater for situations where the primary nominated contact is not available.

ASX Listing Information Form and Checklist (01/12/19)

Page 2

All entities – investor relations contact details

Full name and title of person responsible for investor relations	Ashley Keith Hood, Managing Director
Business phone number of person responsible for investor relations	+61 8 6557 6606
Email address of person responsible for investor relations	ashley.hood@techgenmetals.com.au

All entities – auditor details[4]

Full name of auditor PKF Brisbane Audit

All entities – registry details[5]

All entities – registry details5
Name of securities registry	Automic Pty Ltd
Address of securities registry	Level 5, 126 Phillip Street, Sydney NSW 2000
Phone number of securities registry	1300 288 664
Fax number of securities registry	(02) 8583 3040
Email address of securities registry	Corporate.actions@automic.com.au
Type of subregisters the entity will operate6	CHESS and issuer sponsored sub register

All entities – key dates

All entities – key dates
Annual balance date	30 June
Month in which annual meeting is usually held (or intended to be held)7	November
Months in which dividends or distributions are usually paid (or are intended to be paid)	The Company does not currently anticipate paying any dividends or distributions in the near term.

Trusts – additional details

Trusts – additional details
Name of responsible entity	N/A
Full names of the members of the compliance committee (if any)	N/A

4 In certain cases, ASX may require the applicant to provide information about the qualifications and experience of its auditor for release to the market before quotation commences (see Guidance Note 1 section 2.12).

5 If the entity has different registries for different classes of securities, please indicate clearly which registry details apply to which class of securities.

6 Example: CHESS and issuer sponsored subregisters (see Guidance Note 1 section 3.23).

7 May not apply to some trusts.

ASX Listing Information Form and Checklist (01/12/19)

Page 3

Entities incorporated or established outside Australia – additional details

Name and address of the entity’s Australian agent for service of process	N/A
Address of registered office in Australia (if any)	N/A

Entities listed or to be listed on another exchange or exchanges

Name of the other exchange(s) where N/A the entity is or proposes to be listed Is the ASX listing intended to be the N/A entity’s primary or secondary listing

Part 2 – Checklist Confirming Compliance with Admission Requirements

Instructions: please indicate in the “Location/Confirmation” column for each item below and in any Annexures where the information or document referred to in that item is to be found (eg in the case of information, the specific page reference in the Offer Document where that information is located or, in the case of a document, the folder tab number where that document is located). If the item asks for confirmation of a matter, you may simply enter “Confirmed”” in the “Location/Confirmation” column. If an item is not applicable, please mark it as “N/A”.

In this regard, it will greatly assist ASX and speed up its review of the application if the various documents referred to in this Checklist and any Annexures (other than the 2 copies of the applicant’s Offer Document (as lodged with ASIC) referred to in item 4 and the 10 printed versions of the final Offer Document referred to in note 10) are provided in a folder separated by numbered tabs and if the entity’s constitution and copies of all material contracts are provided both in hard copy and in electronic format.

Note that completion of this Checklist and any Annexures is not to be taken to represent that the entity is necessarily in full or substantial compliance with the ASX Listing Rules or that ASX will admit the entity to its official list. Admission to the official list is in ASX’s absolute discretion and ASX may refuse admission without giving any reasons (see Listing Rule 1.19).

A reference in this Checklist and in any Annexures to the “Offer Document” means the listing prospectus, product disclosure statement or information memorandum lodged by the applicant with ASX pursuant to Listing Rule 1.1 Condition 3.

If the applicant lodges a supplementary or replacement prospectus, product disclosure statement or information memorandum with ASX, ASX may require it to update this Checklist and any Annexures by reference to that document.

All entities – key supporting documents

NoItem 1. A copy of the entity’s certificate of incorporation, certificate of registration or other evidence of status (including any change of name) 2. A copy of the entity’s constitution (Listing Rule 1.1 Condition 2)8 3. Either: (a) confirmation that the entity’s constitution includes the provisions of Appendix 15A or Appendix 15B (as applicable); or (b) a completed checklist that the constitution complies with the Listing Rules (Listing Rule 1.1 Condition 2)9	Location/Confirmation
	See Tab 1 – ASIC Company Extract and Certificate of Registration of Change of Name
	See Tab 2- Constitution
	(a) Confirmed

8 It will assist ASX if the copy of the constitution is provided both in hard copy and in electronic format.

9 An electronic copy of the checklist is available from the ASX Compliance Downloads page on ASX’s website.

ASX Listing Information Form and Checklist (01/12/19)

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NoItem 4. An electronic version and 2 hard copies of the Offer Document, as lodged with ASIC (Listing Rule 1.1 Condition 3)10 5. Where in the Offer Document is the prominent statement that ASX takes no responsibility for the contents of the Offer Document (Listing Rule 1.1 Condition 3)? 6. Original executed ASX Online agreement confirming that documents may be given to ASX and authenticated electronically (Listing Rule 1.1 Condition 14)11 7. If the entity’s corporate governance statement12is included in its Offer Document, the page reference where it is included. Otherwise, a copy of the entity’s corporate governance statement (Listing Rule 1.1 Condition 16) 8. If the entity will be included in the S & P All Ordinaries Index on admission to the official list,13where in its Offer Document does it state that it will have an audit committee (Listing Rule 1.1 Condition 17)? 9. If the entity will be included in the S & P / ASX 300 Index on admission to the official list,14where in its Offer Document does it state that it will comply with the recommendations set by the ASX Corporate Governance Council in relation to the composition and operation of the audit committee (Listing Rule 1.1 Condition 17)? 10. If the entity will be included in the S & P / ASX 300 Index on admission to the official list,15where in its Offer Document does it state that it will have a remuneration committee comprised solely of non-executive directors (Listing Rule 1.1 Condition 18)	Location/Confirmation
	PDF version sent to ASX together with 2 hard copies. Further printed copies to be provided in due course
	Refer to ‘Important Notice’ section of Prospectus, page 2 (under ‘General’ heading)
	See Tab 3 – ASX Online Agreement
	Refer to section 10.12 (Departures from Recommendations) of Prospectus, page 196
	N/A
	N/A
	N/A

1. If the entity’s trading policy is included in its Offer Document, the page See Tab 4 – Securities Trading Policy reference where it is included. Otherwise, a copy of the entity’s trading policy (Schedule 9, page 35 of Corporate (Listing Rule 1.1 Condition 19) Governance Plan)

2. For each director or proposed director, the CEO or proposed CEO, and the Ashley Hood, Andrew Jones and CFO or proposed CFO (together, “relevant officers”) of the entity at the date Sathiaseelan (Rick) Govender – only of listing,[16] a list of the countries in which they have resided over the past Australia in last 10 years 10 years (Listing Rule 1.1 Condition 20 and Guidance Note 1 section 3.21)[17] Maja McGuire – Canada and Australia

10 The applicant should also provide 10 printed copies of the final Offer Document to ASX as soon as they are available.

11 An electronic copy of the ASX Online Agreement is available from the ASX Compliance Downloads page on ASX’s website.

12 The entity’s “corporate governance statement” is the statement disclosing the extent to which the entity will follow, as at the date of its admission to the official list, the recommendations set by the ASX Corporate Governance Council. If the entity does not intend to follow all the recommendations on its admission to the official list, the entity must separately identify each recommendation that will not be followed and state its reasons for not following the recommendation and what (if any) alternative governance practices it intends to adopt in lieu of the recommendation.

13 If the entity is unsure whether they will be included in the S & P All Ordinaries Index on admission to the official list, they should contact ASX or S & P.

14 If the entity is unsure whether they will be included in the S & P / ASX 300 Index on admission to the official list, they should contact ASX or S & P.

15 If the entity is unsure whether they will be included in the S & P / ASX 300 Index on admission to the official list, they should contact ASX or S & P.

16 If the entity applying for admission to the official list is a trust, references in items 12, 13, 14, 15, 16, 17 and 18 to a relevant officer mean a relevant officer of the responsible entity of the trust.

17 The information referred to in items 12, 13, 14, 15, 16, 17 and 18 is required so that ASX can be satisfied that the relevant officer is of good fame and character under Listing Rule 1 Condition 20.

ASX Listing Information Form and Checklist (01/12/19)

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NoItem 13. For each relevant officer, a list of any other names or alias they have used in the past 10 years, including any maiden name or married name18(Listing Rule 1.1 Condition 20 and Guidance Note 1 section 3.21) 14. For each relevant officer who is or has in the past 10 years been a resident of Australia, an original or certified true copy of a national criminal history check obtained from the Australian Federal Police, a State or Territory police service or a broker accredited by Australian Criminal Intelligence Commission which is not more than 12 months old (Listing Rule 1.1 Condition 20 and Guidance Note 1 section 3.21) 15. For each relevant officer who is or has in the past 10 years been a resident of a country other than Australia, an original or certified true copy of an equivalent national criminal history check to that mentioned in item 14 above for each country in which the relevant officer has resided over the past 10 years (in English or together with a certified English translation) which is not more than 12 months old or, if such a check is not available in any such country, a statutory declaration19from the relevant officer confirming that fact and that he or she has not been convicted in that country of: (a) any criminal offence involving fraud, dishonesty, misrepresentation, concealment of material facts or breach of his or her duties as a director or officer of a company or other entity; or (b) any other criminal offence which at the time carried a maximum term of imprisonment of five years or more (regardless of the period, if any, for which he or she was sentenced), or, if that is not the case, a statement to that effect and a detailed explanation of the circumstances involved (Listing Rule 1.1 Condition 20 and Guidance Note 1 section 3.21) 16. For each relevant officer who is or has in the past 10 years been a resident of Australia, an original or certified true copy of a search of the Australian Financial Security Authority National Personal Insolvency Index which is not more than 12 months old (Listing Rule 1.1 Condition 20 and Guidance Note 1 section 3.21) 17. For each relevant officer who is or has in the past 10 years been a resident of a country other than Australia, an original or certified true copy of an equivalent national bankruptcy check to that mentioned in item 16 above for each country in which the relevant officer has resided over the past 10 years (in English or together with a certified English translation) which is not more than 12 months old or if such a check is not available in any such country, a statutory declaration20from the relevant officer confirming that fact and that he or she has not been declared a bankrupt or been an insolvent under administration in that country or, if that is not the case, a statement to that effect and a detailed explanation of the circumstances involved (Listing Rule 1.1 Condition 20 and Guidance Note 1 section 3.21) 18. A statutory declaration21from each relevant officer officer specifying whether they have used any other name or alias in the past 10 years and confirming that: (a) the relevant officer has not been the subject of any criminal or civil penalty proceedings or other enforcement action by any government agency in which he or she was found to have engaged in behaviour involving fraud,	Location/Confirmation
	Maja Aleksandra McGuire (nee Polczynski)
	See Tab 5 – Australian criminal history checks
	See Tab 6 – Canadian criminal history check and bankruptcy check for Maja Aleksandra McGuire
	See Tab 7 – Australian bankruptcy checks
	See Tab 6 – Canadian criminal history check and bankruptcy check for Maja Aleksandra McGuire
	See Tab 8 – statutory declarations

18 The sample statutory declaration referred to in item 18 below addresses this requirement. Note that if the relevant officer has used another name or alias (including a maiden name or married name) in the past 10 years, the criminal record and bankruptcy checks referred to in items 14, 15, 16, 17 must cover all of the names or aliases the relevant officer has used over that period.

19 The sample statutory declaration referred to in item 18 below also addresses this requirement.

20 The sample statutory declaration referred to in item 18 below also addresses this requirement.

21 A sample statutory declaration is available from the ASX Compliance Downloads page on ASX’s website.

ASX Listing Information Form and Checklist (01/12/19)

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NoItem dishonesty, misrepresentation, concealment of material facts or breach of duty; (b) the relevant officer has not been refused membership of, or had their membership suspended or cancelled by, any professional body on the ground that he or she has engaged in behaviour involving fraud, dishonesty, misrepresentation, concealment of material facts or breach of duty; (c) the relevant officer has not been the subject of any disciplinary action (including any censure, monetary penalty or banning order) by a securities exchange or other authority responsible for regulating securities markets for failure to comply with his or her obligations as a director or officer of a listed entity; (d) no listed entity of which he or she was a relevant officer (or, in the case of a listed trust, in respect of which he or she was a relevant officer of the responsible entity of the trust) at the time of the relevant conduct has been the subject of any disciplinary action (including any censure, monetary penalty, suspension of trading or termination of listing) by a securities exchange or other authority responsible for regulating securities markets for failure to comply with its obligations under the Listing Rules applicable to that entity; and (e) the relevant officer is not aware of any pending or threatened investigation or enquiry by a government agency, professional body, securities exchange or other authority responsible for regulating securities markets that could lead to proceedings or action of the type described in (a), (b), (c) or (d) above, or, if the relevant officer is not able to give such confirmation, a statement to that effect and a detailed explanation of the circumstances involved (Listing Rule 1.1 Condition 20 and Guidance Note 1 section 3.21) 19. A specimen certificate/holding statement for each class of securities to be quoted or a specimen holding statement for CDIs (as applicable) 20. Please either: (a) enter “Confirmed” in the column to the right to confirm that the entity has not previously applied for, and been refused or withdrawn its application for, admission to the official list of another securities exchange, or (b) attach a statement explaining the circumstances and state the location of that statement	Location/Confirmation
	See Tab 9 -holding statement for ordinaryfully paid shares
	(b) The Company had an initial emphasis on targeting Canadian tenement assets for cobalt as a specific battery element high in demand. Cobalt was highly sought after between 2016 and 2018 for the rapidly growing battery and electric vehicle industries. During this time, the Company applied for admission to the Official List of the ASX (“Application”) on or about 4 September 2018. However, due to a combination of oversupply of cobalt and other competing battery elements, the price of cobalt declined. As a result, offer participants retracted their applications and the Company later withdrew its Application. The Company now has an entirely new focus and new assets.

ASX Listing Information Form and Checklist (01/12/19)

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NoItem 21. Please enter “Confirmed” in the column to the right to confirm that the entity has paid its initial listing fee22 All entities – group structure 22. Where in the Offer Document is there a diagram showing the group structure of the entity, identifying (where applicable) each material child entity and the nature and location of the business activities it undertakes 23. If the entity has any material child entities, where in the Offer Document is there a list of all such child entities stating, in each case, its name, where it is incorporated or established, the nature of its business and the entity’s percentage holding in it? 24. If the entity has any material investments in associated entities for which it will apply equity accounting, where in the Offer Document is there a list of all such associated entities stating, in each case, its name, where it is incorporated or established, the nature of its business and the entity’s percentage holding in it? 25. If the entity has a material interest in a joint venture, where in the Offer Document is there a description of the joint venture agreement, including the parties to the agreement and their respective rights and obligations under the agreement? 26. If the entity does not hold its material assets and business operations directly itself or indirectly through a child entity, where in the Offer Document is there an explanation of why that structure has been employed and the risks associated with it? All entities – capital structure 27. Where in the Offer Document is there a table showing the existing and proposed capital structure of the entity, broken down as follows: (a) the number and class of each equity security and each debt security currently on issue; and (b) the number and class of each equity security and each debt security proposed to be issued between the date of this application and the date the entity is admitted to the official list; and (c) the resulting total number of each class of equity security and debt security proposed to be on issue at the date the entity is admitted to the official list; and (d) the number and class of each equity security proposed to be issued following admission in accordance with material contracts or agreements? Note: This applies whether the securities are to be quoted on ASX or not. If the entity is proposing to issue a minimum, maximum or oversubscription number of securities, the table should be presented to disclose each scenario.	Location/Confirmation
	Confirmed
	Refer to, page 28 of the Prospectus
	Refer to pages 28 and 208 of the Prospectus
	N/A
	N/A
	N/A
	Refer to section 3.9 (Capital Structure) of Prospectus, page 45

22 See Guidance Notes 15 and 15A for the fees payable on the application. You can also use the ASX online equity listing fees calculator: http://www.asx.com.au/prices/cost-listing.htm. Payment should be made either by cheque made payable to ASX Operations Pty Ltd or by electronic funds transfer to the following account:

Bank: National Australia Bank Account Name: ASX Operations Pty Ltd BSB: 082 057 A/C: 494728375 Swift Code (Overseas Customers): NATAAU3202S

If payment is made by electronic funds transfer, please email your remittance advice to ar@asx.com.au or fax it to (612) 9227-0553, describing the payment as the “initial listing fee” and including the name of the entity applying for admission, the ASX home branch where the entity has lodged its application (ie Sydney, Melbourne or Perth) and the amount paid.

ASX Listing Information Form and Checklist (01/12/19)

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NoItem 28. If any class of securities referred to in the table mentioned in item 27 are not ordinary securities, where in the Offer Document does it disclose the terms applicable to those securities? Note: This applies whether the securities are to be quoted on ASX or not. For equity securities (other than options to acquire unissued securities or convertible debt securities), this should state whether they are fully paid or partly paid; if they are partly paid, the amount paid up and the amount owing per security; voting rights; rights to dividends or distributions; and conversion terms (if applicable). For options to acquire unissued securities, this should state the number outstanding, exercise prices; exercise terms and expiry dates. For debt securities or convertible debt securities, this should state their nominal or face value; rate of interest; dates of payment of interest; date and terms of repayment or redemption; and conversion terms (if applicable). 29. Where in the Offer Document does it confirm that the entity’s free float at the time of listing will be not less than 20% (Listing Rule 1.1 Condition 7)? 30. Where in the Offer Document does it confirm that the issue/sale price of all securities for which the entity seeks quotation is at least 20 cents in cash (Listing Rule 2.1 Condition 2)? 31. If the entity has or proposes to have any options on issue, where in the Offer Document does it confirm that the exercise price for each underlying security is at least 20 cents in cash (Listing Rule 1.1 Condition 12)? 32. If the entity has any partly paid securities and it is not a no liability company, where in the Offer Document does it disclose the entity’s call program, including the date and amount of each proposed call and whether it allows for any extension for payment of a call (Listing Rule 2.1 Condition 4)? 33. Is the entity proposing to offer any securities by way of a bookbuild? If so, please enter “Confirmed” in the column to the right to indicate that the entity is aware of the disclosure requirements for bookbuilds in Annexure A to Guidance Note 1 and has made appropriate arrangements with the bookrunner to obtain this information. All entities – business information 34. Where in the Offer Document is there a description of the history of the entity? 35. Where in the Offer Document is there a description of the entity’s existing and proposed activities and level of operations? 36. Where in the Offer Document is there a description of the material business risks the entity faces? 37. Where in the Offer Document is there a table setting out the proposed use of the proceeds of the offer?	Location/Confirmation
	Refer to section 12.2 (Restructure Options) of Prospectus, page 217 Refer to section 12.3 (Historical Options) of Prospectus, page 218 Refer to section 12.4 (Director Options) of Prospectus, page 219 Refer to section 12.5 (Performance Rights)of Prospectus, page 220
	Refer to section 3.11 (Restricted Securities) of Prospectus, page 47
	Refer to section 2.1 (The Offer) of Prospectus, page 19
	Refer to section 12.2(a) (Restructure Options) of Prospectus, page 217 Refer to section 12.3(a) (Historical Options) of Prospectus, page 218 Refer to section 12.4(a) (Director Options) of Prospectus, page 219
	N/A
	N/A
	Refer to section 3.1.1 (Company Background) of Prospectus, page 27
	Refer to section 3.3 (Business Model and Objectives) of Prospectus, page 28
	Refer to section 5 (Risk Factors) of Prospectus, page 58
	Refer to section 2.9 (Indicative Use of Funds)of Prospectus, pages 21-22

ASX Listing Information Form and Checklist (01/12/19)

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Location/Confirmation

N[o] Item

All entities – related parties, promoters and advisers

1. Has the entity undertaken a placement of securities in the last 2 years in which a related party or their associates, a promoter or their associates, or an adviser involved in the offer or their associates, have participated?

If so, please attach a statement The Company has conducted seed (a) explaining the circumstances of the placement; capital raisings in the last two years (b) listing the names and addresses of the participants in the placement, the under which related parties and number of securities they received in the placement and the promoters have received securities. consideration they provided for those securities; and (c) identifying the participants in the placement who are a related party or See Tab 10 – copy of escrow restriction table.

• (c) identifying the participants in the placement who are a related party or associate of a related party, a promoter or associate of a promoter, or an adviser or an associate of an adviser.

• Does an adviser to the offer have a material interest in the success of the offer over and above normal professional fees for services rendered in connection with the offer?

If so, where in the Offer Document is there a clear and concise statement explaining in one location all of the interests that adviser has in the success of the offer, including (without limitation): (a) the number and type of securities in the entity in which the adviser and its associates currently have a relevant interest; (b) details of the consideration paid or provided by the adviser or its associates for the securities referred to in (a) above; (c) the fees or other consideration the adviser or an associate may receive for services provided in connection with the offer; (d) the fees or other consideration the adviser or an associate may receive under any ongoing mandate they may have with the entity post the offer; (e) if the consideration in (c) or (d) above includes any convertible securities (including options, performance shares or performance rights), details of the number and terms of those securities, the percentage of the entity’s issued capital at listing they will convert into if they are converted, the value the entity believes the convertible securities are worth and the basis on which the entity has determined that value; and (f) if the adviser or any of its associates have participated in a placement of securities by the entity in the preceding 2 years, full details of the securities they received in the placement and the consideration they paid or provided for those securities?

See section 2.6.2 of the Prospectus (Co-Lead Managers’ interests in Securities)(page 20) and section 11.2 (Novus Capital Mandate) (page 210)

All entities – other information and documents

40. Where in the Offer Document is there a description of the entity’s proposed dividend/distribution policy? 41. Does the entity have or propose to have a dividend or distribution reinvestment plan? If so, where are the existence and material terms of the plan disclosed in the Offer Document? A copy of the terms of the plan 42. Does the entity have or propose to have an employee incentive scheme? If so, where are the existence and material terms of the scheme disclosed in the Offer Document?	Refer to section 3.12 (Dividend Policy) of the Prospectus, page 47
	No
	N/A
	N/A
	Yes
	Refer to section 11.9 (Company’s Employee Incentive Plan) of Prospectus, pages 212-214

ASX Listing Information Form and Checklist (01/12/19)

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Location/Confirmation Where in the Offer Document is there a statement as to whether directors[23] Refer to section 11.9 (Company’s are entitled to participate in the scheme and, if they are, the extent to which Employee Incentive Plan)(page 212) they currently participate or are proposed to participate? and section 9.3.2 (Disclosure of Interests) of the Prospectus, page 191 A copy of the terms of the scheme See Tab 11 – Employee Incentive Plan

N[o] Item

1. Has the entity entered into any material contracts (including any underwriting Yes agreement relating to the securities to be quoted on ASX)?[24]

2. If so, where are the existence and main terms of those material contracts Refer to section 11 (Material Contracts) disclosed in the Offer Document? of the Prospectus, page 208-214 Copies of all of the material contracts referred to in the Offer Document See Tab 12 – Material Contracts

3. 1. If the entity is not an externally managed trust and the following information Refer to section 11 (Material Contracts) is included in the Offer Document, the page reference where it is included. of the Prospectus, pages 211 -212 Otherwise, either a summary of the material terms of, or a copy of, any employment, service or consultancy agreement the entity or a child entity See Tab 12 – Material Contracts has entered into with: (a) its CEO or proposed CEO; (b) any of its directors or proposed directors; or (c) any other person or entity who is a related party of the persons referred to in (a) or (b) above (Listing Rule 3.16.4)

4. Note: this requirement does not apply to an externally managed trust. If the entity applying for admission to the official list is an internally managed trust, references to a CEO, proposed CEO, director or proposed director mean a CEO, proposed CEO, director or proposed director of the responsible entity of the trust.

5. 1. Please enter “Confirmed” in the column to the right to indicate that the Confirmed material contracts summarised in the Offer Document include, in addition to those mentioned in item 44, any other material contract(s) the entity or a child entity has entered into with: (a) its CEO or proposed CEO; (b) any of its directors or proposed directors; or (c) any other person or entity who is a related party of the persons referred to in (a) or (b) above

6. Note: this requirement does not apply to an externally managed trust. If the entity applying for admission to the official list is an internally managed trust, references to a CEO, proposed CEO, director or proposed director mean a CEO, proposed CEO, director or proposed director of the responsible entity of the trust.

7. 1. Please enter “Confirmed” in the column to the right to indicate that all Confirmed information that a reasonable person would expect to have a material effect on the price or value of the securities to be quoted is included in or provided with this Information Form and Checklist
8. 1. A copy of the entity’s most recent annual report Tab 13 – Audited Financial Report 31 December 2020

9. Entities that are trusts 48. Evidence that the entity is a registered managed investment scheme or has N/A an exemption from ASIC from that requirement (Listing Rule 1.1 Condition 5(a))

23 If the entity applying for admission to the official list is a trust, references to a director mean a director of the responsible entity of the trust.

24 It will assist ASX if the material contracts are provided both in hard copy and in electronic format.

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NoItem 49. If the entity is exempted from the requirement to be a registered managed investment scheme, evidence that its responsible entity is either an Australian company or registered as a foreign company carrying on business in Australia under the Corporations Act (Listing Rule 1.1 Condition 5(b)) 50. Please enter “Confirmed” in the column to the right to indicate that the responsible entity is not under an obligation to allow a security holder to withdraw from the trust (Listing Rule 1.1 Condition 5(c)) Entities applying under the profit test (Listing Rule 1.2) 51. Evidence that the entity is a going concern or the successor of a going concern (Listing Rule 1.2.1) 52. Evidence that the entity has been in the same main business activity for the last 3 full financial years (Listing Rule 1.2.2) 53. Audited accounts for the last 3 full financial years, including the audit reports (Listing Rule 1.2.3(a)) 54. If the entity’s last financial year ended more than 6 months and 75 days before the date of this application, audited or reviewed accounts for the last half year (or longer period if available), including the audit report or review (Listing Rule 1.2.3(b)) 55. A reviewed pro forma statement of financial position, including the review (Listing Rule 1.2.3(c))25 56. Evidence that the entity’s aggregated profit from continuing operations for the last 3 full financial years has been at least $1 million (Listing Rule 1.2.4) 57. Evidence that the entity’s profit from continuing operations in the past 12 months to a date no more than 2 months before the date of this application has exceeded $500,000 (Listing Rule 1.2.5) 58. Is there a statement in the Offer Document that the entity’s directors26have made enquiries and nothing has come to their attention to suggest that the entity is not continuing to earn profit from continuing operations up to the date of the Offer Document If so, where is it? If not, please attach such a statement signed by all of the entity’s directors27 (Listing Rule 1.2.6) Entities applying under the assets test (Listing Rule 1.3) 59. Evidence that the entity has: (a) if it is not an investment entity, net tangible assets of at least $4 million (after deducting the costs of fund raising) or a market capitalisation of at least $15 million; (b) if it is an investment entity other than pooled development fund, net tangible assets of at least $15 million; or (c) if it is a pooled development fund, net tangible assets of at least $2 million (Listing Rule 1.3.1 and 1.3.4)	Location/Confirmation
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	(a) Confirmed. Refer to section 4.5 (Pro Forma Statement of Financial Position) on page 52 and section 12.8 (Expenses of Offer) on page 225 of the Prospectus (b) N/A (c) N/A

25 The review must be conducted by a registered company auditor (or if the entity is a foreign entity, an overseas equivalent of a registered company auditor) or independent accountant.

26 If the entity applying for admission to the official list is a trust, the statement should be made by the directors of the responsible entity of the trust.

27 If the entity applying for admission to the official list is a trust, the statement should be signed by all of the directors of the responsible entity of the trust.

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Location/Confirmation

N[o] Item

60. Evidence that: (a) at least half of the entity’s total tangible assets (after raising any funds) is not cash or in a form readily convertible to cash;28or (b) there are commitments consistent with its stated objectives under Listing Rule 1.3.3(a) to spend at least half of the entity’s cash and assets in a form readily convertible to cash And if (b) above applies, where in the Offer Document is there an expenditure program setting out those commitments (Listing Rule 1.3.2) 61. Where in the Offer Document is there a statement setting out the objectives the entity is seeking to achieve from its admission and the offer (Listing Rule 1.3.3(a))? 62. Is there a statement in the Offer Document that the entity has enough working capital at the time of its admission to carry out those stated objectives? If so, where is it? If not, attach a statement by an independent expert confirming that the entity has enough working capital to carry out its stated objectives (Listing Rule 1.3.3(b)) 63. Evidence that the entity’s working capital (as shown in its reviewed pro forma statement of financial position under listing Rule 1.3.5(d)) is at least $1.5 million (Listing Rule 1.3.3(c)) 64. Audited accounts for the last 2 full financial years, including the audit reports (Listing Rule 1.3.5(a)) 65. If the entity’s last financial year ended more than 6 months and 75 days before the date of this application, audited or reviewed accounts for the last half year (or longer period if available), including the audit report or review (Listing Rule 1.3.5(b)) 66. If the entity has in the 12 months before the date of this application acquired, or is proposing in connection with its application for admission to acquire, another entity or business that is significant in the context of the entity, audited accounts for the last 2 full financial years for that other entity or business, including the audit reports (Listing Rule 1.3.5(c) first bullet point) 67. If the entity has in the 12 months before the date of this application acquired, or is proposing in connection with its application for admission to acquire, another entity or business that is significant in the context of the entity and the last full financial year for that other entity or business ended more than 6 months and 75 days before the date of this application, audited or reviewed accounts for the last half year (or longer period if available) from the end of the last full financial year for that other entity or business, including the audit report or review (Listing Rule 1.3.5(c) second bullet point)	(a) N/A (b) Refer to section 2.9 (Indicative Use of Funds) at page 22
	Refer to section 2.7 (page 21) and section 3.3 (Business Model and Objectives) of Prospectus, page 28
	Refer to section 2.9 (Indicative Use of Funds) at page 22 of Prospectus
	Refer to Section 4.5 (Consolidated Pro- Forma Statement of Financial Position) onpage 52 of the Prospectus
	See Tab 14
	See Tab 15
	N/A - We confirm that both Blue Rock Valley Pty Ltd and Blue Bull Gold Pty Ltd (the entities proposed to be acquired by the Company) are solely holding entities for the tenements and that there are no assets, liabilities, bank accounts or other operations that need to be financiallyaccounted for.
	N/A - We confirm that both Blue Rock Valley Pty Ltd and Blue Bull Gold Pty Ltd (the entities proposed to be acquired by the Company) are solely holding entities for the tenements and that there are no assets, liabilities, bank accounts or other operations that need to be financiallyaccounted for.

28 In deciding if an entity’s total tangible assets are in a form readily convertible to cash, ASX would normally not treat inventories or receivables as readily convertible to cash.

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N[o] Item

1. A reviewed pro forma statement of financial position, including the review (Listing Rule 1.3.5(d))[29]

Location/Confirmation Refer to Section 4.5 of the Prospectus (page 52)

Entities with restricted securities

1. A statement setting out a list of any person (either on their own or together with associates) who has held a relevant interest in at least 10% of the entity’s voting securities at any time in the 12 months before the date of this application

2. A completed ASX Restricted Securities Table[30]

3. Copies of all restriction deeds (Appendix 9A) entered into in relation to restricted securities (Listing Rule 9.1(b))[31]

4. A list of all security holders sent a restriction notice (Appendix 9C) in relation to restricted securities and a sample of the restriction notice (Listing Rule 9.1(c))[32]

5. If the entity intends to use a third party to maintain its issuer sponsored subregister, a written undertaking from that third party to comply with Listing Rule 9.1(e) (Listing Rule 9.1(f))

Refer to section 3.10 (Substantial Shareholders) of Prospectus, page 46 See Tab 10 To be provided subject to receipt of ASX escrow determination To be provided subject to receipt of ASX escrow determination Automic Pty Ltd – to be provided.

1. Are any of the restricted securities in a class that is not intended to be quoted on ASX?

If so, a sample of the share certificate for the restricted securities with the To be provided in respect of any statement required under Listing Rule 9.1(g)(iii). restricted unlisted options and performance rights Copies of the undertaking(s) from a bank or recognised trustee to hold the Automic Pty Ltd – to be provided certificates for the restricted securities in escrow (Listing Rule 9.1(g)(iv)) If the entity intends to use a third party to maintain its certificated subregister, Automic Pty Ltd – to be provided a written undertaking from that third party to comply with Listing Rule 9.1(g) (Listing Rule 9.1(h))

Entities (other than mining exploration entities and oil and gas exploration entities) with classified assets[33]

1. Within the 2 years preceding the date of the entity’s application for admission to the official list, has the entity acquired, or entered into an agreement to acquire, a classified asset from any person?

If so, where in the Offer Document does it disclose:

N/A

29 The review must be conducted by a registered company auditor (or if the entity is a foreign entity, an overseas equivalent of a registered company auditor) or independent accountant.

30 An electronic copy of the ASX Restricted Securities Table is available from the ASX Compliance Downloads page on ASX’s website.

31 ASX will advise which restricted securities are required to be escrowed via a restriction deed under Listing Rule 9.1 as part of the admission and quotation decision. If properly completed restriction deeds and related undertakings have not been provided for all such securities advised by ASX, that will need to be rectified prior to admission occurring and quotation commencing.

32 ASX will advise which restricted securities are required to be escrowed via a restriction notice under Listing Rule 9.1 as part of the admission and quotation decision. If properly completed restriction notices have not been provided to all such securities advised by ASX, that will need to be rectified prior to admission occurring and quotation commencing.

33 A “classified asset” is defined in Listing Rule 19.12 as:

(a) an interest in a mining exploration area or oil and gas exploration area or similar tenement or interest;

• (b) an interest in intangible property that is substantially speculative or unproven, or has not been profitably exploited for at least three years, and which entitles the entity to develop, manufacture, market or distribute the property;

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NoItem (a) the date of the acquisition or agreement; (b) full details of the classified asset, including any title particulars; (c) the name of the vendor; (d) if the vendor was not the beneficial owner of the classified asset at the date of the acquisition or agreement, the name of the beneficial owner(s); (e) details of the relationship between the vendor (or, if the vendor was not the beneficial owner of the classified asset at the date of the acquisition or agreement, between the beneficial owner(s)) and the entity or any related party or promoter of, or adviser to, the entity; and (f) details of the purchase price paid or payable and all other consideration (whether legally enforceable or not) passing directly or indirectly to the vendor, and, if the vendor acquired the classified asset from a third party within that 2 year period, the equivalent details to those set out above in relation to the arrangements between the vendor and the third party? Is the vendor (or, if the vendor was not the beneficial owner of the classified asset at the date of the acquisition or agreement, are any of the beneficial owner(s)) a related party or promoter of the entity or an associate of a related party or promoter of the entity? If so, please enter “Confirmed” in the column to the right to indicate that the consideration paid by the entity for the classified asset was solely restricted securities, save to the extent it involved the reimbursement of expenditure incurred by the vendor in developing the classified asset34or the entity was not required to apply the restrictions in Appendix 9B under Listing Rule 9.2 (Listing Rule 1.1 Condition 11) If cash is being paid or proposed to be paid in connection with the acquisition of a classified asset from a related party or promoter, please provide supporting documentation to demonstrate that it was for the reimbursement of expenditure incurred by the vendor in developing the classified asset Please also provide a copy of the agreement(s) relating to the acquisition entered into by the entity and any expert’s report or valuation obtained by the entity in relation to the acquisition Mining entities 76. A completed Appendix 1A Information Form and Checklist Annexure 1 (Mining Entities)35 Oil and gas entities 77. A completed Appendix 1A Information Form and Checklist Annexure 2 (Oil and Gas Entities)36 Entities incorporated or established outside of Australia 78. A completed Appendix 1A Information Form and Checklist Annexure 3 (Foreign Entities)37	Location/Confirmation
	N/A
	N/A
	N/A
	Tab 16 – Appendix 1A Form and Checklist Annexure 1(MiningEntities)
	N/A
	N/A

(c) an interest in an asset which, in ASX’s opinion, cannot readily be valued; or

(d) an interest in an entity the substantial proportion of whose assets (held directly, or through a controlled entity) is property of the type referred to in paragraphs (a), (b) and (c) above.

• 34 ASX may require evidence to support expenditure claims.

35 An electronic copy of this Appendix is available from the ASX Compliance Downloads page on ASX’s website.

36 An electronic copy of this Appendix is available from the ASX Compliance Downloads page on ASX’s website.

37 An electronic copy of this Appendix is available from the ASX Compliance Downloads page on ASX’s website.

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Location/Confirmation

N[o] Item

Externally managed entities

1. A completed Appendix 1A Information Form and Checklist Annexure 4 (Externally Managed Entities)[38]

N/A

Stapled entities

1. A completed Appendix 1A Information Form and Checklist Annexure 5 (Stapled Entities)[39]

N/A

Further documents to be provided before admission to the official list

In addition to the information and documents mentioned above, entities will be required to provide the following before their admission to the official list and the quotation of their securities commences:

• When available, 10 printed copies of the final Offer Document ( see note 10 above);

• A statement setting out the names of the 20 largest holders in each class of securities to be quoted, and the number and percentage of each class of securities held by those holders;

• A distribution schedule of each class of equity securities to be quoted, setting out the number of holders in the following categories and the total percentage of the securities in that class held by the recipients in each category:

• 1 - 1,000

• 1,001 - 5,000

• 5,001 - 10,000

• 10,001 - 100,000

• 100,001 and over

• The number of holders of a parcel of securities (excluding restricted securities or securities subject to voluntary escrow) with a value of more than $2,000, based on the issue/sale price;

• Any outstanding restriction deeds (Appendix 9A) and related undertakings;[40]

• Any outstanding restriction notices (Appendix 9C);[41] and

• Any other information that ASX may require under Listing Rule 1.17.[42]

38 An electronic copy of this Appendix is available from the ASX Compliance Downloads page on ASX’s website.

39 An electronic copy of this Appendix is available from the ASX Compliance Downloads page on ASX’s website.

40 See note 31 above.

41 See note 32 above.

42 Among other things, this may include evidence to verify that an entity has met Listing Rule 1 Condition 8 and achieved minimum spread without using artificial means (see Guidance Note 1 section 3.9).

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