==> picture [146 x 48] intentionally omitted <==

VIRIDIS MINING AND MINERALS LIMITED ACN 121 969 819

PROSPECTUS

Initial public offering of 25,000,000 ordinary shares in the Company at an offer price of $0.20 per share to raise $5,000,000.

Oversubscriptions of up to an additional 2,500,000 shares at the offer price of $0.20 per share to raise up to an additional $500,000 may be accepted.

Proposed ASX Code: VMM

Lead Manager

==> picture [236 x 54] intentionally omitted <==

Australian Legal Adviser

==> picture [240 x 34] intentionally omitted <==

IMPORTANT NOTICE

This document is important and should be read in its entirety. If, after reading this Prospectus you have any questions about the Shares being offered under this Prospectus or any other matter, then you should consult your professional advisers without delay.

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

IMPORTANT NOTICE

This Prospectus is dated 16 November 2021 and was lodged with the ASIC on that date. The ASIC, the ASX and their respective officers take no 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.

No person is authorised to give information or to make any representation in connection with this Prospectus, which is not contained in this 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.

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 as highly speculative.

Exposure Period

This Prospectus will be circulated during the Exposure Period. The purpose of the Exposure Period is to enable this Prospectus to be examined by market participants prior to the raising of funds. You should be aware that this examination may result in the identification of deficiencies in this Prospectus 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 accepted 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.

No offering where offering would be illegal

This Prospectus does not constitute an offer in any place in which, or to any person to whom,

it would not be lawful to make such an offer. It is important that investors read this Prospectus in its entirety and seek professional advice where necessary.

No action has been taken to register or qualify the Shares or the offer, or to otherwise permit a public offering of the Shares in any jurisdiction outside Australia.

This Prospectus has been prepared for publication in Australia and may not be distributed outside Australia except to institutional and professional investors or investors who can participate in compliance with applicable securities laws.

US securities law matters

This Prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the US. In particular, the Shares have not been, and will not be, registered under the United States Shares Act of 1933, as amended (the US Securities Act ), and may not be offered or sold in the United States except in transactions exempt from, or not subject to, the registration requirements of the US Securities Act.

Each applicant will be taken to have represented, warranted and agreed as follows:

(a) it understands that the Shares have not been, and will not be, registered under the US Securities Act and may not be offered, sold or resold in the US, except in a transaction exempt from, or not subject to, registration under the US Securities Act and any other applicable securities laws;
(b) it is not in the United States;
(c) it has not and will not send this Prospectus or any other material relating to the Offer to any person in the United States; and
(d) it will not offer or resell the Shares in the United States or in any other jurisdiction outside Australia.

Electronic Prospectus

A copy of this Prospectus can be downloaded from the website of the Company at www.viridismining.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 or accompanied by the complete and unaltered version of this Prospectus. You may obtain a hard copy of this Prospectus free of charge by contacting the Company by phone on +61 3 9071 1847 during office hours or by emailing the Company at [email protected].

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.

Company Website

No document or other information available on the Company’s website is incorporated into this Prospectus by reference.

No cooling-off rights

Cooling-off rights do not apply to an investment in Shares issued under the Prospectus. This means that, in most circumstances, you cannot withdraw your application once it has been accepted.

No Investment Advice

The information contained in this Prospectus is not financial product advice or investment advice and does not take into account your financial or investment objectives, financial situation or particular needs (including financial or taxation issues). You should seek professional advice from your accountant, financial adviser, stockbroker, lawyer or other professional adviser before deciding to subscribe for Shares under this Prospectus to determine whether it meets your objectives, financial situation and needs.

Risks

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 D of the Investment Overview as well as Section 6 for details relating to some of the key risk factors 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.

Forward-looking statements

This Prospectus contains forwardlooking statements which are identified by words such as ‘may’, ‘could’, ‘believes’, ‘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, the Directors and the Company’s 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.

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

These forward-looking statements are subject to various risk factors that could cause the

Company’s actual results to differ materially from the results expressed or anticipated in these statements. These risk factors are set out in Section 6.

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.

Competent Persons statement

The information in the Investment Overview Section of this Prospectus, included at Section 3, the Company and Projects Overview, included at Section 5, and the Independent Geologist’s Report, included at Annexure A of this Prospectus, which relate to technical assessment of the mineral assets and exploration results is based on, and fairly represents, information and supporting documentation prepared by Mr Robert Wason. Mr Wason has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity which he is undertaking to qualify as a Competent Person as defined in the 2012 edition of the ‘Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves’ (the JORC Code ). Mr Wason is an employee of Mining Insights and is a member of the Australasian Institute of Mining and Metallurgy. Mr Wason consents to the inclusion of the information in these Sections of this Prospectus in the form and context in which it appears.

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 Shares.

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.

Clearing House Electronic SubRegister 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.

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.

Definitions and Time

Unless the contrary intention appears or the context otherwise requires, words and phrases contained in this Prospectus have the same meaning and interpretation as given in the Corporations Act and capitalised terms have the meaning given in the Glossary in Section 11.

All references to time in this Prospectus are references to Australian Western Standard Time.

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 Shares 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.

Use of Trademarks

This Prospectus includes the Company’s registered and unregistered trademarks.

All other trademarks, tradenames and service marks appearing in this Prospectus are the property of their respective owners.

Enquiries

If you are unclear in relation to any matters raised in this Prospectus or are in doubt as to how to deal with it, you should seek professional advice from your accountant, financial adviser, stockbroker, lawyer or other professional adviser without delay. Should you have any questions in relation to the Offer or how to accept the Offer please contact the Company Secretary on +61 3 9071 1847 or [email protected] .

CORPORATE DIRECTORY

Board of Viridis

Proposed Directors*

Agha Shahzad Pervez Non-Executive Chairman

Hugh Callaghan Executive Director

Christopher Gerteisen Non-Executive Director

Michael Melamed Non-Executive Director

Current Directors**

Michael Davy Kyla Garic Nicholas Young

Company Secretary

Ian Pamensky

Proposed ASX Code

VMM

Registered Office

108 Outram Street WEST PERTH WA 6005

Telephone: + 61 3 9071 1847

Email: [email protected] Website: www.viridismining.com.au

Australian legal adviser

Steinepreis Paganin Level 4, The Read Buildings 16 Milligan Street PERTH WA 6000

Canadian legal adviser

Fasken Martineau DuMoulin LLP 550 Burrard Street, Suite 2900, Vancouver, BC, V6C 0A3 Canada

Lead Manager

Sixty Two Capital Pty Ltd (Authorised Representative No. 1262650 of AFSL No. 531982) 141 Stirling Highway NEDLANDS WA 6009

Investigating Accountant

Hall Chadwick WA Audit Pty Ltd Level 11, Allendale Square 77 St Georges Terrace PERTH WA 6000

Auditor***

Hall Chadwick WA Audit Pty Ltd Level 11, Allendale Square 77 St Georges Terrace PERTH WA 6000

Independent Geologist

Mining Insights Pty Ltd 109 Delaney Circuit CARINDALE QLD 4152

Australian Independent Tenement Expert

Share Registry***

Automic Pty Ltd Level 2 267 St Georges Terrace PERTH WA 6000

Hetherington Legal Level 8, Suite 802 15 Castlereagh Street SYDNEY NSW 2000

*The Proposed Directors are to be appointed upon completion of the Acquisitions, which is expected to occur shortly prior to the date of the Company’s admission to the Official List.

**The Current Directors will resign at the time the Proposed Directors are appointed.

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

1.	LETTER FROM DIRECTOR AND PROPOSED CHAIR .......................................................... 1
2.	KEY OFFER INFORMATION .............................................................................................. 2
3.	INVESTMENT OVERVIEW ................................................................................................. 3
4.	DETAILS OF THE OFFER .................................................................................................. 19
5.	COMPANY AND PROJECTS OVERVIEW ....................................................................... 25
6.	RISK FACTORS ............................................................................................................... 41
7.	BOARD, MANAGEMENT AND CORPORATE GOVERNANCE ....................................... 52
8.	MATERIAL CONTRACTS ................................................................................................. 62
9.	ADDITIONAL INFORMATION ......................................................................................... 68
10.	DIRECTORS’ AUTHORISATION ....................................................................................... 83
11.	GLOSSARY ..................................................................................................................... 84
ANNEXURE A – INDEPENDENT GEOLOGIST’S REPORT ............................................................... 87
ANNEXURE B – CANADIAN TITLE REPORT ................................................................................. 167
ANNEXURE C – AUSTRALIAN TITLE REPORT ............................................................................... 206
ANNEXURE D – INVESTIGATING ACCOUNTANT’S REPORT ...................................................... 238

1. LETTER FROM DIRECTOR AND PROPOSED CHAIR

Dear Investor

On behalf of the directors of Viridis Mining and Minerals Limited ( Company or Viridis ), it gives us great pleasure to invite you to become a shareholder of the Company. Viridis is an Australian unlisted public company that is party to acquisition agreements under which:

(a) the Company has a right to earn up to a 100% interest in claims making up the South Kitikmeot Gold Project, in the Nunavat Region in Canada; and
(b) the Company will acquire three Australian incorporated companies that hold tenements and tenement applications making up the Boddington West Gold and Bindoon Nickel-Copper-PGE Projects in Western Australia, the Poochera Kaolin-Halloysite Project in South Australia and the Smoky Kaolin-Halloysite Project in New South Wales,

(together, the Projects ).

The Company is seeking to raise a minimum of $5 million (and up to $5.5 million) at the Offer Price of $0.20 per Share under the Offer. The primary purpose of the Offer is to provide funds to implement the Company’s business strategies as detailed in Section 5, including to further explore and develop its Projects, as well as to seek out further complementary exploration, acquisition and development opportunities. The Company’s primary focus post-listing will be to undertake a drill target generation program at the South Kitikmeot Project, with follow-up drilling to be completed at defined targets. The Company will also undertake mapping and sampling programs at the remainder of the Projects.

The Board considers that the Directors to be appointed immediately prior to the Company’s admission to the Official List have a track record of creating and delivering shareholder value through resource delineation, acquisition and divestment and will aim to ensure that funds raised under the Offer will be utilised in a cost-effective manner to advance the Company’s business.

This Prospectus is issued for the purpose of supporting an application to list the Company on ASX. This Prospectus contains detailed information about the Company, its business and the Offer, as well as the risks of investing in the Company, and I encourage you to read it carefully. The Shares offered by this Prospectus should be considered highly speculative.

We look forward to you joining us as a Shareholder and sharing in what we believe are exciting and prospective times ahead for the Company. Before you make your investment decision, I urge you to read this Prospectus in its entirety and seek professional advice if required.

Yours sincerely

Nicholas Young Non-Executive Director

Agha Shahzad Pervez Proposed Non-Executive Chair

2. KEY OFFER INFORMATION

INDICATIVE TIMETABLE*

Lodgement of Prospectus with the ASIC	16 November 2021
Exposure Period begins	16 November 2021
Opening Date	24 November 2021
Closing Date	21 December 2021
Issue of Shares under the Offer	11 January 2022
Completion of Acquisition Agreements	11 January 2022
Despatch of holding statements	12 January 2022
Expected date for quotation on ASX	19 January 2022

* The above dates are indicative only and may change without notice. Unless otherwise indicated, all time given are WST. The Exposure Period may be extended by the ASIC by not more than 7 days pursuant to section 727(3) of the Corporations Act. The Company reserves the right to extend the Closing Date or close the Offer early without prior notice. The Company also reserves the right not to proceed with the Offer at any time before the issue of Shares to applicants. If the Offer is cancelled or withdrawn before completion of the Offer, then all application monies will be refunded in full (without interest) as soon as possible in accordance with the requirements of the Corporations Act. Investors are encouraged to submit their applications as soon as possible after the Offer open.

KEY STATISTICS OF THE OFFER

	Minimum Subscription $5,000,000	Full Subscription $5,500,000
Offer Price per Share	$0.20	$0.20
Shares currently on issue	8,272,889	8,272,889
Shares to be issued under the Offer	25,000,000	27,500,000
AHD Consideration Shares1	2,125,000	2,125,000
Shares on issue at listing (undiluted)3, 4	35,397,889	37,897,889
Market Capitalisation at listing (undiluted)5	$7,079,578	$7,579,578
Total Options on issue as at the date of this Prospectus4	694,450	694,450
Number of New Options to be issued to Proposed Directors and Management4	8,000,000	8,000,000
Number of New Options to be issued to Lead Manager4	3,000,000	3,000,000
Total Options on issue on completion of the Offer	11,694,450	11,694,450
Shares on issue at listing (fully diluted)3, 4	47,092,339	49,592,339
Market capitalisation at listing (fully diluted)5	$9,418,468	$9,918,468

Notes:

Under the AHD Acquisition Agreement, the Company has agreed to issue 2,125,000 Shares to the AHD Vendors as consideration for the acquisition of the AHD Projects. Refer to Section 8.1.1 for a summary of the material terms and conditions of the AHD Acquisition Agreement.
Certain Securities on issue on completion of the Offer will be subject to escrow restrictions under the ASX Listing Rules. Refer to Section 5.8 for further detail.
Assuming a Share price of $0.20, however the Company notes that the Shares may trade above or below this price.
Existing Options exercisable at $0.30 expiring 29 April 2024. New Options exercisable at $0.30 expiring 3 years from the date of issue. Refer to Section 9.4 for the terms and conditions of the Options.

3. INVESTMENT OVERVIEW

This Section is a summary only and is 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 its entirety.

Item	Summary	Further information
A. Company
Who is the issuer of this Prospectus?	Viridis Mining and Minerals Limited (ACN 121 969 819) (CompanyorViridis).	Section 5.1
Who is the Company?	The Company is an Australian unlisted public company, incorporated on 28 September 2006, and was admitted to the Official List of ASX on 10 April 2007 as a mineral explorer primarily focused on a portfolio of coal assets located in Indonesia. Neither the Current Directors nor the Proposed Directors had any involvement in the Company at that time. The Company was placed into administration in 2016, then subsequently entered into a Deed of Company Arrangement (DOCA) in 2017 to facilitate the implementation of a recapitalisation proposal for the Company as part of which all liabilities of the Company were extinguished, and the former Board was replaced by new Directors (including the Current Directors). The Company was delisted from ASX on 18 March 2019 under ASX’s policy on the delisting of long term suspended entities. Since effectuation of the DOCA in 2018, the Company has been actively seeking acquisition opportunities to facilitate the listing of the Company on ASX, which has led to the Company’s entry into the Acquisition Agreements.	Section 5.1
What is the Company’s interest in the South Kitikmeot Project, Boddington West Project, Bindoon Project and Poochera and Smoky Projects?	The Company has entered into the Acquisition Agreements under which it: (a) has the right to earn up to a 100% interest in theSouth Kitikmeot Project, which the Company considers to be prospective for gold; (b) will acquire theBoddington West Project, which the Company considers to be prospective for gold; (c) will acquire theBindoon Project, which the Company considers to be prospective for nickel, copper	Section 5.2, 8.1 and Annexure A

Item	Summary	Further information
	and platinum group elements; and (d) will acquire thePoochera and Smoky Projects, which the Company considers to be prospective for kaolin-halloysite, (together, theProjects). Refer to Section 8.1 for summaries of the AHD Acquisition Agreement and SRR Acquisition Agreement and Annexures A, B and C for further detail with respect to the geological context and tenure in respect of the Projects.
What consideration is payable by the Company to acquire its interests in the Projects?	The Company has entered into: (a) the AHD Acquisition Agreement under which it will acquire 100% of the issued shares in the AHD Entities from the AHD Vendors in consideration for the issue of 2,125,000 Shares. The AHD Entities respectively hold the Boddington West Project, the Bindoon Project and the Poochera and Smokey Projects; (b) the SRR Acquisition Agreement with Silver Range Resources (which owns the South Kitikmeot Project) under which it has the right to earn up to a 90% interest in the project, with an option to buy out the remaining 10% at market value. As detailed in Section 8.1.2, in consideration for being granted this right, the Company will pay Silver Range Resources an initial amount of $25,000, and up to an additional $400,000 subject to the definition of JORC compliant resources on the project (as detailed in Section 8.1.2) plus a 2% net smelter Royalty.
B. Business Model
What is the Company’s business model?	Following completion of the Offer, the Company’s business model will be to further explore and develop the Projects as per the Company’s intended exploration programs, with an initial focus on exploration at the South Kitikmeot Project. A detailed explanation of the Company’s business model is provided at Section 5.3 and a summary of the Company’s	Sections 5.3 to 5.5

Item	Summary	Further information
	proposed exploration programs is set out at Section 5.4. The Company proposes to fund its exploration activities over the first two years following listing as outlined in the table at Section 5.5.
What are the key business objectives of the Company?	The Company’s main objectives on completion of the Offer and ASX listing are: (a) systematically explore and seek to develop each of the Projects; (b) assess new strategic acquisitions and investment opportunities that may present; (c) implement a growth strategy and actively canvas other mineral exploration and resource opportunities which have the potential to generate growth and value for Shareholders; and (d) provide working capital.	Section 5.3
What are the key dependencies of the Company’s business model?	The key dependencies of the Company’s business model include: (a) completing the acquisition of the Projects; (b) maintaining title to the Projects; (c) continued exploration success by the Company on the Projects; (d) retaining and recruiting key personnel skilled in the mining and resources sector; (e) sufficient worldwide demand for gold, nickel, copper, platinum group elements and kaolin- halloysite; and (f) the market price of gold, nickel, copper, platinum group elements and kaolin-halloysite remaining higher than the Company’s costs of any future production (assuming successful exploration by the Company).	Section 5.3
C. Key Advantages
What are the key advantages of an investment in the Company?	The Directors are of the view that an investment in the Company provides the following non-exhaustive list of advantages: (a) subject to raising the Minimum Subscription, the Company will have sufficient funds to implement	Section 5

Item	Summary	Further information
	its exploration and development strategy on the Projects; (b) a portfolio of quality assets in Western Nanavut, Canada, Western Australia, South Australia and New South Wales, Australia and considered by the Board to be highly prospective for gold, nickel, copper, platinum group elements and kaolin-halloysite; and (c) a highly credible and experienced team to progress exploration and accelerate potential development of the Projects.
D. Key Risks
General	The business, assets and operations of the Company are subject to certain risk factors that have the potential to influence the operating and financial performance of the Company in the future. These risks can impact on the value of an investment in the securities of our Company. The Board aims to manage these risks by carefully planning its activities and implementing risk control measures. Some of the risks are, however, highly unpredictable and the extent to which the Board can effectively manage them is limited.	Section 6
Limited history	The Company was incorporated on 28 September 2006 and listed on ASX on 12 April 2007 as a coal exploration and development company with assets in Indonesia, but has since been recapitalised through the DOCA, which has led to the Company entering into the Acquisition Agreements to acquire the Projects as set out in Section 9.1 of this Prospectus. Exploration has previously been conducted on the tenements and claims the subject of the Projects, however, the Company is yet to conduct its own exploration activities and under the terms of the Acquisition Agreements will not commence these activities until the Company has been admitted to the Official List.	Section 6.2

Item	Summary	Further information
	No assurances can be given that the Company will achieve commercial viability through the successful exploration and/or mining of its tenements and claims. Until the Company is able to realise value from its Projects, it is likely to incur ongoing operating losses
Exploration and Operation	The Projects are at early stages of exploration, and potential investors should understand that mineral exploration and development are speculative and high-risk undertakings that may be impeded by circumstances and factors beyond the control of the Company. There can be no assurance that exploration of the Projects, or any other exploration properties that may be acquired in the future, will result in the discovery of an economic mineral resource. Even if an apparently viable deposit is identified, there is no guarantee that it can be economically exploited.	Section 6.2
Tenure, access and grant of applications	Applications The Projects are at various stages of application and grant. Specifically, the tenements for the Boddington West Project, the North and South sections of the Bindoon Project and the Poochera Project are still currently under application. Further, a competing application from a third party has been made at one of the applications making up the Bindoon Project, which is second in time to the Company’s application. There can be no assurance that the tenement applications that are currently pending will be granted or that if they are granted, they will be granted in their entirety. Where tenement areas applied for are the subject of existing granted tenements, as is the case at the Boddington West Project (8.74% of the application area), the overlapping area is likely to be excluded if the tenement is granted. Other than as set out in this Prospectus, the Company is unaware of any circumstances that would prevent the tenement applications from being granted. With respect to the competing application existing at the Bindoon Project, the Company expects that the	Section 6.2

Further Item Summary information Company’s application will be granted ahead of the competing application as the Company’s application was first in time, but this is not guaranteed. The consequence of being denied the applications for reasons beyond the control of the Company could be significant.

Refer to the Australian Title Report in Annexure B for further information on the Company’s tenement applications. Renewal Mining and exploration tenements are subject to periodic renewal. The renewal of the term of granted tenements is subject to compliance with the applicable mining legislation and regulations and the discretion of the relevant mining authority. Renewal conditions may include increased expenditure and work commitments or compulsory relinquishment of areas of the tenements. 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, New South Wales, South Australia and Nunavut (Canada) 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.

The tenement making up the Smoky Project in New South Wales is due to expire on 18 February 2022. The Company plans to make an application for an extension of that tenement within the period of 2 months prior to its expiry, in accordance with the applicable legislative requirements and does not anticipate that its application will be denied or result in the Company being required to surrender part of the tenement.

Item	Summary	Further information
	Access A number of the tenements and claims overlap certain third party interests that may limit the Company’s ability to conduct exploration and mining activities including private land, Crown Reserves and areas on which native title has been determined or is claimed. In addition, a portion of the South Kitikmeot Project is overlapped by Inuit owned land, which is a private land ownership interest held by the Tungavik Federation of Nunavut. The Company will require the consent of private landowners (including the Tungavik Federation of Nunavut at the South Kitikmeot Project) in order to undertake exploration activities in respect of private land overlapping the Projects. The Company’s activities at the South Kitikmeot Project are not currently planned to be undertaken on land owned by the Tungavik Federation of Nunavut and the Company will seek consent of the landowners in respect of its Bindoon Project prior to entering the land to undertake exploration activities. Please refer to the Canadian Title Report and Australian Title Report for further details.
No current market	There is currently no public market on which the Shares may be sold. There can be no assurance that an active market for the Shares will develop or continue following the Company’s listing on ASX. There may be relatively few potential buyers or sellers of the Shares on the ASX at any 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. Accordingly, Shareholders may receive a market price for their Shares that is less or more than the price that Shareholders paid to acquire their Shares.	Section 6.4
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	Section 6.2

Item	Summary	Further information
	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.
Native title and Aboriginal Heritage	In relation to tenements which the Company has an interest in or will in the future acquire such an interest, there may be areas over which legitimate common law native title rights of Aboriginal Australians and areas of Inuit owned land exist. Where such rights exist, the ability of the Company to gain access to tenements (through obtaining consent of any relevant landowner), or to progress from the exploration phase to the development and mining phases of operations may be adversely affected. As set out in the Australian Title Report set out in Annexure C, the Company is party to heritage agreements in respect of E70/5606 and E70/5616.	Section 6.3
Resource and reserves and exploration targets	The Company has identified a number of exploration targets based on geological interpretations and limited geophysical data, geochemical sampling and historical drilling. Insufficient data however, exists to provide certainty over the extent of the mineralisation. Whilst the Company intends to undertake additional exploratory work with the aim of defining a resource, no assurances can be given that additional exploration will result in the determination of a resource on any of the exploration targets identified. Even if a resource is identified no assurance can be provided that this can be economically extracted.	Section 6.3
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 highest standard of environmental obligation, including	Section 6.3

Item	Summary	Further information
	compliance with all environmental laws.
Regulatory compliance	The Company’s operating activities are subject to extensive laws and regulations relating to numerous matters including resource licence consent, 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 Company will not obtain these permits on acceptable terms, in a timely manner or at all.	Section 6.3
Additional requirements for capital	The Company’s capital requirements depend on numerous factors and the Company may require additional debt or equity financing in the future to maintain or grow its business in addition to funds raised under the Offer. Further, if the Company wishes to purchase the final 10% interest in the South Kitikmeot Project following its earning a 90% interest under the SRR Acquisition Agreement, the Company may need to raise further funds to meet the applicable purchase price. There can be no assurance that the Company will be able to secure additional capital from debt or equity financing on favourable terms or at all. If the Company is unable to raise additional capital if and when required, this could delay, suspend or reduce the scope of the Company’s business operations (including scaling back exploration programmes) and could have a material adverse effect on the Company’s operating and financial performance. Any additional equity financing may result in dilution for some or all Shareholders, and debt financing, if available, may involve	Section 6.4

Item	Summary	Further information
	restrictive covenants which limit operations and business strategy.
Other risks	For additional specific risks please refer to Section 6.2 For other risks with respect to the industry in which the Company operates and general investment risks, many of which are largely beyond the control of the Company and its Directors, please refer to Sections 6.3 and 6.4	Sections 6.2, 6.3 and 6.4.
E. Directors and Key Management Personnel
Who are the proposed Directors?	The Board of the Company on completion of the Acquisition Agreements will consist of: (a) Agha Shahzad – Proposed Non- Executive Chairman; (b) Hugh Callaghan – Proposed Executive Director; (c) Christopher Gerteisen – Proposed Non-Executive Director; and (d) Michael Melamed – Proposed Non-Executive Director. The profiles of each of the Directors are set out in Section 7.1.	Section 7.1
What are the significant interests of Directors in the Company?	Each Director’s interest in the Company is set out at Section 7.4 and the Company’s engagement agreements with the Directors are summarised in Sections 8.3.1 and 8.3.2	Section 8.3
Employee Securities Incentive Plan	The Company has adopted an Employee Securities Incentive Plan (Plan). The principal terms of the Plan are summarised in Section 9.5 of this Prospectus. The Company does not currently intend to issue any incentive securities (other than as set out in this Prospectus), but the Plan provides the Board with the flexibility to do so in the future to enable the Company to attract and retain suitably qualified personnel.	Section 9.5
What related party agreements are the Company party to?	The Company has entered into appointment letters with each of the Executive and Non-Executive Directors. The Company has also entered into Deeds of Indemnity, Insurance and Access with each of the Directors.	Section 8.3.1, 8.3.2 and 8.3.3.

Item	Summary	Further information
F. Financial Information
How has the Company been performing?	The audited historical financial information of the Company for the financial years ended 30 June 2019, 2020 and 2021 and the reviewed financial information of each of the AHD Entities for the period from incorporation to 30 June 2021 is set out in Annexure D. Also set out in Annexure D is a pro forma statement of financial position for the Company as at 30 June 2021, showing the impact of the Offer and other transactions contemplated by the Prospectus on the Company.	Annexure D
What is the financial outlook for the Company?	Given the current status of the Company’s Projects and the speculative nature of its business, the Directors do not consider it appropriate to forecast future earnings. 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 on a reasonable basis.	Annexure D
G. Offer
What is the Offer?	The Offer is an initial public offering of 25,000,000 Shares at an issue price of $0.20 per Share to raise $5,000,000 (before costs), with the ability to accept oversubscriptions of up to an additional 2,500,000 Shares at an issue price of $0.20 per Share to raise up to an additional $500,000 (before costs).	Section 4.1
Is there a minimum subscription under the Offer?	The minimum subscription to the Offer is $5,000,000 (25,000,000 Shares).	Section 4.2
What are the purposes of the Offer?	The purposes of the Offer are to facilitate an application by the Company for admission to the Official List and, to position the Company to seek to achieve the objectives stated at Section B of this Investment Overview, and to provide the Company with access to equity capital markets to improve capital management flexibility.	Section 4.4
Is the Offer underwritten?	No, the Offer is not underwritten.	Sections 4.5
Who is the lead manager to the Offer?	The Company has appointed Sixty Two Capital Pty Ltd (ACN 611 480 169) (AFS Representative No. 1262650 of AFSL No.	Section 4.6

Item	Summary	Further information
	531982) (Lead Manager) as lead manager to the Offer. The Lead Manager will receive the following fees: (a) a cash fee of 6% of all funds raised under the Offer; and (b) 3,000,000 New Options, each with an exercise price of $0.30, expiring 3 years from the date of issue. The Lead Manager and its associates currently hold 994,445 Shares and 97,223 Existing Options, each with an exercise price of $0.30 exercisable on or before 29 April 2024.
Who is eligible to participate in the Offer?	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 observe any of these restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws.	Section 4.14
How do I apply for Shares under the Offer?	Applications for Shares under the Offer must be made by using the relevant Application Form as follows: (a) using an online Application Form at https://investor.automic.com.au/ #/w/viridisminingandminerals and paying the application monies electronically; or (b) completing a paper-based application using the relevant Application Form attached to, or accompanying, this Prospectus or a printed copy of the relevant Application Form attached to the electronic version of this Prospectus.	See Section 4.8
What is the allocation policy?	The Company, in consultation with the Lead Manager retains an absolute discretion to allocate Shares under the Offer, and will be influenced by the factors set out in Section 4.9.	Section 4.9
What will the Company’s capital	The Company’s capital structure on a post- Offer basis is set out in Section 5.6.	Section 5.6

Item	Summary	Further information
structure look like on completion of the Offer.
What are the terms of the Shares offered under the Offer?	A summary of the material rights and liabilities attaching to: (a) the Shares offered under the Offer are set out in Section 9.3.; and (b) the Existing Options and New Options are set out in Section 9.4. The Company has also adopted employee incentive securities plan, the terms of which are summarised in Section 9.5	Sections 9.3 and 9.4
Will any Shares be subject to escrow?	None of the Shares issued under the Offer will be subject to escrow. However, subject to the Company complying with Chapters 1 and 2 of the ASX Listing Rules and completing the Offer, it is anticipated that the following Securities will be subject to ASX imposed escrow for a period of up to 24 months from quotation of the Company’s Shares on ASX: (a) all New Options and Existing Options on issue and to be issued; and (b) all Shares issued as consideration under the AHD Acquisition Agreement. During the period in which restricted Shares are prohibited from being transferred, trading in Shares may be less liquid which may impact on the ability of a Shareholder to dispose of his or her Shares in a timely manner. The Company will announce to ASX full details (quantity and duration) of the Shares required to be held in escrow prior to the Shares commencing trading on ASX. The Company confirms its ‘free float’ (the percentage of the Shares that are not restricted and are held by shareholders who are not related parties (or their associates) of the Company at the time of admission to the Official List) will be not less than 20% in compliance with ASX Listing Rule 1.1 Condition 7.	Section 5.8
Who are the current Shareholders of the Company and on	The company currently has 8,272,889 shares on issue. Upon effectuation of the DOCA on 27 April 2018, the Company had 6,883,993 Shares on issue. During April 2021,	Section 5.6

Item	Summary	Further information
what terms were their Shares issued?	the Company completed the Pre-IPO Placement to raise $250,000 by the issue of 1,388,896 Shares at an issue price of $0.18. The 694,450 Existing Options currently on issue were issued to participants in the Pre- IPO Placement on the basis of one (1) free attaching Option for every two (2) Shares subscribed for.
Will the Shares be quoted on ASX?	Application for quotation of all Shares to be issued under the Offer will be made to ASX no later than 7 days after the date of this Prospectus. The Company will not apply for quotation of the Existing Options or New Options in connection with the Offer.	Section 4.10
What are the key dates of the Offer?	The key dates of the Offer are set out in the indicative timetable in the Key Offer Information Section.	Key Offer Information
What is the minimum investment size under the Offer?	Applications under the Offer must be for a minimum of $2,000 worth of Shares (10,000 Shares) and thereafter, in multiples of $500 worth of Shares (2,500 Shares).	Section 4.8
Are there any conditions to the Offer?	The Offer is conditional on: (a) the Minimum Subscription to the Offer being reached; (b) ASX granting conditional approval for the Company to be admitted to the Official List; and (c) the Acquisition Agreements (the terms of which are summarised at Section 8.1) becoming unconditional, (together, theConditions). The Offer will only proceed if all Conditions are satisfied. Further details are set out in Section 4.7	Section 4.7
H. Use of funds
How will the proceeds of the Offer be used?	The Offer proceeds and the Company’s existing cash reserves will be used for: (a) implementing the Company’s business objectives and exploration programs as set out in Part C of Investment Overview; (b) expenses of the Offer; (c) corporate and administration costs; and	Section 5.5

Item	Summary	Further information
	(d) working capital (including satisfying the cash consideration payable under the SRR Acquisition Agreement), further details of which are set out in Section 5.5.
Will the Company be adequately funded after completion of the Offer?	The Directors and Proposed Directors are satisfied that following completion of the Offer, the Company will have sufficient working capital to carry out its objectives as stated in this Prospectus.	Section 5.5
I. Additional information
Is there any brokerage, commission or duty payable by applicants?	No brokerage, commission or duty is payable by applicants on the acquisition of Shares under the Offer. However, the Company will pay to the Lead Manager 6% (ex GST) of the total amount raised under the Offer.	Section 4.16 and 4.6
Can the Offer be withdrawn?	The Company reserves the right not to proceed with the Offer at any time before the issue or transfer of Shares to successful applicants. If the Offer does not proceed, application monies will be refunded (without interest).	Section 4.17
What are the tax implications of investing in Shares?	Holders of Shares may be subject to Australian tax on dividends and possibly capital gains tax on a future disposal of Shares subscribed for under this Prospectus. The tax consequences of any investment in Shares will depend upon an investor’s particular circumstances. Applicants should obtain their own tax advice prior to deciding whether to subscribe for Shares offered under this Prospectus.	Section 4.16
What is the Company’s Dividend Policy?	The Company anticipates that significant expenditure will be incurred in the evaluation and development of the Company’s Projects. These activities, together with the possible acquisition of interests in other projects, are expected to dominate at least, the first 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	Section 5.9

Item	Summary	Further information
	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.
What are the corporate governance principles and policies of the Company?	To the extent applicable, in light of the Company’s size and nature, the Company has adopted_The Corporate Governance_ Principles and Recommendations (4th _Edition)_as published by ASX Corporate Governance Council (Recommendations). The Company’s main corporate governance policies and practices and the Company’s compliance are outlined in Section 7.6. Prior to listing on the ASX, the Company will announce its main corporate governance policies and practices and the Company’s compliance and departures from the Recommendations.	Section 7.6
Where can I find more information?	(a) By speaking to your sharebroker, solicitor, accountant or other independent professional adviser; (b) By contacting the Company Secretary, on +61 3 9071 1847; or (c) By contacting the Share Registry on 1300 288 664.

4. DETAILS OF THE OFFER

4.1 The Offer

This Prospectus provides an invitation to apply for fully paid ordinary shares in the capital of the Company.

The Offer is an initial public offering of 25,000,000 Shares by the Company at an issue price of $0.20 per Share to raise $5,000,000 (before costs), with the ability to accept oversubscriptions of up to an additional 2,500,000 Shares at an issue price of $0.20 per Share to raise up to an additional $500,000 (before costs) (the Offer ).

The Shares issued under the Offer will be fully paid and will rank equally with all other existing Shares currently on issue. A summary of the material rights and liabilities attaching to the Shares is set out in Section 9.3.

The Offer is made on the terms, and is subject to the conditions, set out in this Prospectus.

4.2 Minimum Subscription

The minimum subscription to the Offer is $5,000,000 (25,000,000 Shares) ( Minimum Subscription ).

If the Minimum Subscription has not been raised within four (4) months after the date 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.

4.3 Oversubscriptions and Full Subscription

The Company may accept oversubscriptions of up to an additional 2,500,000 Shares at an issue price of $0.20 per Share to raise up to an additional $500,000 (before associated costs).

The maximum subscription to the Offer is $5,500,000 (27,500,000 Shares) ( Full Subscription ).

4.4 Purpose of the Offer

The primary purposes of the Offer are to:

(a) assist the Company to meet the admission requirements of ASX under Chapters 1 and 2 of the ASX Listing Rules;
(b) provide the Company with additional funding for:
(i) the proposed exploration programmes at the Projects (as further detailed in Section 5.4);
(ii) evaluating new acquisition and/or investment opportunities that may be presented to the Board from time to time; and
(iii) the Company’s working capital requirements while it is implementing its business strategies;
(c) provide the Company with access to capital markets to improve capital management flexibility;

(d) provide the Company with the benefits of an increased profile that arises from being a listed entity; and
(e) broaden the Company’s Shareholder base and provide a liquid market for Shares.

The Company intends on applying the funds raised under the Offer together with its existing cash reserves in the manner detailed in Section 5.5.

4.5 Underwriting

The Offer is not underwritten.

4.6 Lead Manager

The Company has appointed Sixty Two Capital Pty Ltd (ACN 611 480 169) (AFS Representative No. 1262650 of AFSL No. 531982) ( Lead Manager ) as lead manager to the Offer pursuant to a mandate dated 26 October 2021 ( Mandate ).

Under the Mandate, the Lead Manager will receive the following fees as consideration for lead managing the Offer:

(a) a cash fee of 6% of the total proceeds raised under the Offer; and
(b) 3,000,000 New Options, exercisable at $0.30 on or before the date that is 3 years from the date of issue of the New Options.

The Lead Manager and its associates currently hold 994,445 Shares and 97,223 Existing Options, each with an exercise price of $0.30 on or before 29 April 2024.

The fees payable to the Lead Manager were negotiated on an arm’s length basis between the Company and the Lead Manager, with the Proposed Directors also consulted by the Company during the negotiation process.

Please refer to Section 8.2 for a summary of the material terms and conditions of the Mandate and Section 9.4 for the terms and conditions of the New Options to be issued to the Lead Manager.

4.7 Conditions of the Offer

The Offer is conditional upon the following conditions being satisfied:

(a) the Minimum Subscription to the Offer being reached;
(b) ASX granting conditional approval for the Company to be admitted to the Official List; and
(c) the Acquisition Agreements (the terms of which are summarised at Section 8.1) becoming unconditional,

(together, the Conditions ).

If the Conditions are not satisfied then the Offer will not proceed and the Company will repay all application monies received under the Offer within the time prescribed under the Corporations Act, without interest.

4.8 Applications

Applications for Shares under the Offer must be made by using the relevant Application Form as follows:

(a) using an online Application Form at https://investor.automic.com.au/#/w/viridisminingandminerals and paying the application monies electronically; or

(b) completing a paper-based application using the relevant Application Form attached to, or accompanying, this Prospectus or a printed copy of the relevant Application Form attached to the electronic version of this Prospectus.

By completing an Application Form, each applicant under the Offer will be taken to have declared that all details and statements made by them are complete and accurate and that they have personally received the Application Form together with a complete and unaltered copy of the Prospectus.

Applications for Shares under the Offer must be for a minimum of $2,000 worth of Shares (10,000 Shares) and thereafter in multiples of 2,500 Shares and payment for the Shares must be made in full at the Offer Price of $0.20 per Share.

Completed Application Forms and accompanying cheques, made payable to “ Viridis Mining and Minerals Limited IPO A/C ” and crossed “ Not Negotiable ”, must be mailed or delivered to the address set out on the Application Form by no later than 5:00pm (WST) on the Closing Date, which is scheduled to occur on 21 December 2021.

If paying by BPAY® or EFT, please follow the instructions on the Application Form. A unique reference number will be quoted upon completion of the online application. Your BPAY and EFT reference number will process your payment to your application electronically and you will be deemed to have applied for such Shares for which you have paid. Applicants using BPAY or EFT should be aware of their financial institution’s cut-off time (the time payment must be made to be processed overnight) and ensure payment is process by their financial institution on or before the day prior to the Closing Date. You do not need to return any documents if you have made payment via BPAY or EFT.

If an Application Form is not completed correctly or if the accompanying payment is the wrong amount, the Company may, in its discretion, still treat the Application Form to be valid. The Company’s decision to treat an application as valid, or how to construe, amend or complete it, will be final.

4.9 Allocation policy under the Offer

The allocation of Shares under the Offer will be determined by the Company in consultation with the Lead Manager.

The Company, in consultation with the Lead Manager, retains an absolute discretion regarding the basis of allocation of Shares under the Offer and reserves the right, in its absolute discretion, to allot to any applicant a lesser number of Shares than the number for which the applicant applies for or to reject any application. If the number of Shares allotted is fewer than the number applied for, 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 the Directors, in consultation with the Lead Manager, will be influenced by the following factors:

(a) the number of Shares applied for by particular applicants;
(b) the timeliness of the bid by particular applicants;
(c) the overall level of demand under the Offer;
(d) the Company's desire to establish a wide spread of investors, including institutional investors, and for an active trading market following its listing on ASX; and
(e) any other factors that the Company and the Lead Manager consider appropriate.

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

4.10 Options Offer

This Prospectus also contains an offer of 11,000,000 New Options to the Proposed Directors and the Lead Manager in accordance with the following allocations:

(a) 2,000,000 New Options to each Proposed Director, other than Michael Melamed who will receive 1,000,000 New Options (or their respective nominees);
(b) 1,000,000 New Options to Ian Pamensky, Company Secretary; and
(c) 3,000,000 New Options to the Lead Manager (or its nominee),

(the Options Offer ).

The purpose of the Options Offer is to remove any trading restrictions attaching to Shares issued on exercise of the New Options to be issued under the Options Offer, given that the New Options offered under the Options Offer are being issued with disclosure under this Prospectus. The Options Offer is only available for application by the Proposed Directors and the Lead Manager in accordance with the allocations set out above, each of whom fall within exceptions to the requirement to issue a disclosure document under section 708 of the Corporations Act. As such, no target market determination has been prepared in respect of the Options Offer.

The Options Offer will open on the Opening Date and remain open until the Company’s admission to the Official List, unless closed earlier by the Company, in its sole discretion.

An application form and instructions on how to apply in relation to the Options Offer will only be provided to the Proposed Directors and the Lead Manager. Applications for New Options under the Options Offer must only be made using the application form to be provided by the Company and attached to, or accompanying this, Prospectus.

The New Options will be issued on the terms and conditions set out in Section 9.4 and any Shares issued upon the future exercise of New Options will rank equally with the Shares on issue at the date of this Prospectus. No payment is required to

subscribe for New Options under the Options Offer. Accordingly, no funds will be raised pursuant to the Options Offer.

The Company reserves all discretions in relation to applications under the Options Offer.

4.11 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. However, applicants should be aware that ASX will not grant Official Quotation of any Shares until the Company has complied with Chapters 1 and 2 of the ASX Listing Rules and has received the approval of ASX to be admitted to the Official List. Accordingly, the Shares may not be able to be traded for some time after the close of the Offer.

If the Shares are not admitted to Official Quotation by ASX before the expiration of 3 months after the date 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 offered for subscription under this Prospectus.

4.12 Issue

Subject to the to the Conditions set out in Section 4.6 being satisfied, the 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. However, the Company will be entitled to retain all interest that accrues on the bank account and each applicant waives the right to claim interest.

The Directors, in agreement with the Lead Manager, will determine the recipients of the Shares in their sole discretion in accordance with the allocation policy detailed in Section 4.9.

Holding statements for Shares allocated to the Company’s sponsored subregister and confirmation of allocation for Clearing House Electronic Subregister System (CHESS) holders will be mailed to applicants being allocated Shares under the Offer as soon as practicable after their issue.

4.13 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 observe any of these restrictions, including those outlined below. In particular, this Prospectus may not be distributed in the United States or elsewhere outside Australia, except to institutional investors or investors who can participate in compliance with applicable securities laws. Any failure to comply with such

restrictions may constitute a violation of applicable securities laws. The return of a completed Application Form will be taken by the Company to constitute a representation and warranty by you that you have complied with these restrictions.

4.14 Commissions payable

The Company reserves the right to pay a commission of up to 6% (exclusive of goods and services tax) of amounts subscribed through any licensed securities dealers or Australian financial services licensees 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 proper tax invoice from the licensed securities dealer or Australian financial services licensee.

The Lead Manager will be responsible for paying all commissions that the Lead Manager and the Company agree with any other licensed securities dealers or Australian financial services licensees out of the fees paid by the Company to the Lead Manager pursuant to the Lead Manager Mandate.

4.15 Taxation

The acquisition and disposal of Shares will have tax consequences, which will differ depending on the individual financial affairs of each investor.

It is not possible to provide a comprehensive summary of the possible taxation positions of all potential applicants. As such, 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 or the reliance of any applicant on any part of the summary contained in this Section.

No brokerage, commission or duty is payable by applicants on the acquisition of Shares under the Offer.

4.16 Discretion regarding the Offer

The Offer may be withdrawn at any time. If the Offer, or any part of it, does not proceed, all relevant application monies will be refunded (without interest) in accordance with applicable laws.

The Company and the Lead Manager also reserve the right to close the Offer (or any part of it) early, extend the Offer (or any part of it), accept late applications or bids either generally or in particular cases, reject any application or bid, or allocate to any applicant or bidder fewer Shares than applied or bid for.

5. COMPANY AND PROJECTS OVERVIEW

5.1 Background

5.1.1 History

The Company was incorporated in Western Australia on 28 September 2006 and was admitted to the Official List of ASX on 10 April 2007 as a mineral explorer primarily focused on a portfolio of coal assets located in Indonesia. Neither the Current Directors nor the Proposed Directors had any involvement in the Company at that time.

The Company was placed into administration in 2016, then subsequently entered into a Deed of Company Arrangement ( DOCA ) in 2017 to facilitate the implementation of a recapitalisation proposal for the Company.

Under this proposal, the Company consolidated its issued capital on a 200:1 basis, raised funds to compromise all liabilities of the Company and provide working capital, and the Directors were replaced with a new board (including Michael Davy, Kyla Garic and Nicholas Young, each of whom are Current Directors). The DOCA effectuated on 27 April 2018 at which point all liabilities of the Company were extinguished, and the Company has since been seeking acquisition opportunities to facilitate the listing of the Company on ASX.

The Company delisted from ASX on 18 March 2019 under ASX’s policy with respect to the delisting of long term suspended entities.

5.1.2 Recent Activities

Since effectuation of the DOCA, the Company has been actively seeking to identify and evaluate acquisition opportunities which have the potential to generate growth and value for Shareholders and with a view to making an application to ASX for a new listing.

During 2021, the Company:

(a) has undertaken pre-listing activities, including completion of the Pre-IPO Placement;
(b) entered into the Acquisition Agreements to acquire the South Kitikmeot Project and the AHD Projects detailed below; and
(c) changed its name to Viridis Mining and Minerals Limited .

The Company has convened its 2021 Annual General Meeting to be held on 2 December 2021. The Offer is not conditional upon any of the resolutions at the Annual General Meeting being passed.

5.2 Overview of the Projects

The Company has entered into the Acquisition Agreements under which it:

(a) has the right to earn up to a 100% interest in the South Kitikmeot Project , which the Company considers to be prospective for gold (refer to Section 5.2.1 for further details);
(b) will acquire the Boddington West Project , which the Company considers to be prospective for gold (refer to Section 5.2.2 for further details);

(c) will acquire the Bindoon Project , which the Company considers to be prospective for nickel, copper and platinum group elements (refer to Section 5.2.3 for further details); and
(d) will acquire the Poochera and Smoky Projects , which the Company considers to be prospective for kaolin-halloysite (refer to Sections 5.2.4 and 5.2.5 for further details).

Summaries of the material terms and conditions of the Acquisition Agreements are set out in Section 8.1 and further details with respect to each of the Projects are set out in Sections 5.2.1 to 5.2.5, as well as the Independent Geologist’s Report, Australian Title Report and Canadian Title Report set out in Annexures A to C of this Prospectus.

5.2.1 South Kitikmeot Gold Project

(a) Summary

The South Kitikmeot Gold Project consists of seven properties (Hiqiniq, Ujaraq, Gold Bug, Esker, Bling, Uist and Qannituq) covering 11,448 hectares within the Back River - Contwoyto Gold Belt of Western Nunavut, Canada.

==> picture [372 x 360] intentionally omitted <==

Figure 1: South Kitikmeot Gold Project – Tenement Location (yellow stars) along with neighbouring Projects (Red circles)

The South Kitikmeot Project is divided into four separate sections, being:

(i) Park Place, covering the Esker Lake, Gold Bug and Bling claims;

(ii) Uist, covering the Uist claims;
(iii) Lupin, covering the Hiqiniq and Ujaraq claims; and
(iv) Qannituq, covering the Qannituq claims.

==> picture [377 x 278] intentionally omitted <==

Figure 2: South Kitikmeot Gold Project Sections (Orange Stars) with neighbouring Projects (Red Stars)

(b) Geology and Mineralisation

The South Kitikmeot Project is situated in a broad arc of metamorphosed Archean sedimentary and volcanic rocks extending northwest from the Back River area to the Lupin Mine area on Contwoyto Lake. The property is underlain by porphyroblastic greywacke, mudstone and carbonaceous shale metamorphosed to lower amphibolite grade and assigned to the Beechey Lake Group. The regional strike of the rock units is northwest, but locally the metasediments are wrapped around domal intrusions of granitic rocks and orthogneiss. In general, the rock units are tightly to isoclinally folded.

Metamorphosed oxide, silicate and lesser sulphide facies iron formation occur at various stratigraphic levels within the Beechey Lake Group and these form prominent magnetic highs on regional and property scale aeromagnetic maps.

The South Kitikmeot Project covers occurrences of iron-formation-hosted gold mineralisation. It is located in a belt of permissive metasedimentary rocks (Archean Beechey Lake Group) which host the Lupin Mine and the Goose Lake and George Lake Deposits (Sabina Gold & Silver Ltd).

This class of epigenetic deposits occurs in reactive iron-enriched sediments, where cut by faults or fractures providing conduits for hydrothermal fluids carrying gold in bisulphide complexes.

(c) Previous Exploration

Each of the three showings at Park Place has yielded high-grade gold rock chip samples and economic mineralisation over suitable widths has been found in drill holes and trenches at the Esker Lake and Bling showings, details of which are set out in further detail in the Independent Geologist’s Report annexed to the Prospectus.

The Bling and Gold Bugs showings have received only preliminary exploration, and there is a significant, partially tested drill target at Esker Lake.

Limited exploration has been undertaken at the remainder of the sections, which is made up of the following favourable results:

(i) Uist: a program of rock-chip sampling undertaken during 2016, which yielded favourable gold grades; and

(ii) Lupin : a program of rock-chip and boulder sampling at the Hiqiniq claims, which yielded favourable gold grades.

A summary of the exploration activities undertaken at the above claims is set out in the Independent Geologist’s Report in Annexure A.

(d) Exploration Program

The Company intends to undertake a program of geological mapping and further rock sampling in respect of the known prospects within the South Kitikmeot Project. Re-interpretation of existing surface magnetic and electromagnetic data is required with possible re-surveying if data can be improved with more contemporary techniques.

Should positive geophysical and geological survey results continue, the focus will be to delineate potential diamond drill targets.

5.2.2 Boddington West Project

(a) Summary

The Boddington West Project comprises one exploration licence application (E 70/5453) which covers an area of 9 Blocks (~26km2) within the Archaean Saddleback Greenstone belt in the Boddington Terrace of Western Australia, approximately 1km west of the Boddington Mine operated by Newmont.

==> picture [370 x 227] intentionally omitted <==

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

Boddington West
----- End of picture text -----

Figure 3: Location of Boddington West Project (Highlighted Blue)

(b) Geology and Mineralisation

In general, the rocks are intensely weathered, typically to depths of 40100m, and near-surface bodies of (sub-economic) bauxitic laterite cover much of the Project area.

The Boddington West Project area is hosted in Archean volcanic, volcaniclastic, and shallow-level intrusive rocks that form the northern part of the Saddleback greenstone belt, a fault-bounded sliver of greenstones located in the southwestern corner of the Yilgarn craton, Western Australia.

(c) Previous Exploration

Limited exploration has been undertaken within the Boddington West Project, with much of the exploration in the broader area focussed on exploration for additional tonnages surrounding the existing Boddington Mine.

Hedges Gold Pty Limited conducted aero-magnetic surveys and soil geochemistry during the 1997-1999 period to the east of the Boddington West Project, with results of the geochemistry samples unavailable for the Company’s review in public databases. Air core drilling focussed toward the east of the Boddington West Project has also been undertaken, with 5 drillholes falling within the far-eastern portion of the Boddington West Project area, with no significant results reported.

A summary of the exploration activities undertaken at the above claims is set out in the Independent Geologist’s Report in Annexure A.

(d) Exploration Program

The Boddington West Project is a greenfield exploration opportunity in close proximity to the Boddington Mine. However, the scarcity of quality mappable outcrop and limited availability of data has restricted interpretations of the geology of the scale of the Greenstone Belt. Interpretation of regional geology and airborne magnetics suggests that similar structures to the Boddington Mine could continue westwards and north-westwards into the Boddington West Project area, warranting detailed review and on-ground exploration.

If E 70/5453 is granted, the Company intends to initially undertake detailed mapping of the Project area, followed by geochemical sampling, geophysics surveys and, if warranted on receipt of initial exploration results, drilling of targets identified.

5.2.3 Bindoon Project

(a) Summary

The Bindoon Project comprises one exploration licence (E70/5606) and two exploration licence applications (E70/5428 and E70/5616), which collectively cover a total area of 35 Blocks (~105km2) in the newly defined West Yilgarn Ni-Cu-PGE Province in Western Australia.

The Bindoon Project is divided into three areas:

(i) Bindoon North (E 70/5606)
(ii) Bindoon Central (ELA 70/5428)

(iii) Bindoon South (ELA 70/5616)

==> picture [457 x 282] intentionally omitted <==

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

Bindoon North
Bindoon Central
Bindoon South
----- End of picture text -----

Figure 4: Location of Bindoon Project

Bindoon Central and Bindoon South lie 10km SE of the Chalice Mining Limited (ASX: CHN) Julimar Discoveries Project.

(b) Geology and Mineralisation

The Bindoon Project is bounded by the Perth Basin and Darling Fault to the west, and the Darling Range Plateau dominates the central-eastern portion of the Project area. The plateau is dominated by a lateritised surface, the thickness of which is highly variable, ranging from <1m to ~10m, underlain by saprolitic clay profile to a depth of ~30m. Fresh rock is well exposed at the base of the incised drainages, composed of gneissic sediments, granitoids and fine-grained green mafic sequences.

Aeromagnetics show a strong linear N-S strike of narrow magnetic responses and there are numerous NNE trending magnetic features, which are interpreted to be thin mafic dykes within more siliceous sequences of granodiorite.

The north-trending Darling Range Fault, located along the western margin of the Project area, abruptly truncates the Archaean high-grade metamorphics to the east. Major NNW trending magnetic lineaments are evident. These are possible basement sutures occurring as major transcurrent faults. Both NW trending and NE trending lineaments have been identified in the imaged aeromagnetic data.

(c) Previous Exploration

Previous exploration at the Bindoon Project is virtually non-existent. Only one historic drill hole that targeted some shallow glauconite sand (potash derivative) in 1996 was located. Previous exploration within the Bindoon Project has focused on evaluating the region for surface bauxite deposits. Little to no exploration for nickel-copper and platinum group elements has taken place.

Radiometric and aeromagnetic imaging indicate structures & magnetic anomalies at both Bindoon South and Bindoon Central, with the most intriguing information being an unexplained ferric oxide anomaly at the southern end of the Sub-Project, which could indicate favourable mafic or ultramafic rocks in the area.

(d) Exploration Potential

The Company has planned a program of field mapping, surface geochemistry and geophysics at the Bindoon North Sub-Project, which will be extended to the Bindoon Central and South Sub-Projects if granted, with a view to identifying drill targets for a drilling program to be completed if warranted following a review of initial exploration results.

5.2.4 Poochera Project

(a) Summary

The Poochera Project comprises one exploration licence application (ELA2020/00220), which cover an area of 329km[2] in the Eastern Eucla Basin in South Australia.

==> picture [454 x 289] intentionally omitted <==

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

Poochera Project
----- End of picture text -----

Figure 5: Poochera Project Location

(b) Geology and Mineralisation

The Eucla Basin extends approximately 2,000km from Western Australia to South Australia. The eastern margin of the basin is dominated by the Ooldea, Paling and Barton Ranges. The Eucla Basin contains sequences up to 300m thick of Tertiary marine, coastal and paleochannel sediments.

Halloysite is a relatively common mineral that often crystallises together with kaolinite. Deposits suitable for commercial development are comparatively rare and occur either as relatively pure masses of halloysite or as large, lower-grade sources from which halloysite can be readily separated.

Kaolin-halloysite deposits within the area of the Poochera Project are typically formed where acidic saline groundwater was developed during oxidation of lignitic, pyritic sands of Eocene Pidinga Formation within buried fluvial channels that drained towards the coastal margin of the former marine Eucla Basin.

(c) Previous Exploration

The Poochera Project has not previously been explored for kaolinhalloysite. However, the local geology of the Poochera Project appears very similar to that of nearby deposits, which the Company considers warrants a targeted exploration program.

(d) Exploration Program

Upon grant of the Poochera Project tenement, the Company has planned a systematic exploration program, consisting of surface mapping, soil sampling and RAB drilling, with metallurgical test work intended to be undertaken on any kaolin identified within the Project area.

5.2.5 Smoky Project

(a) Summary

The Smoky Project comprises one exploration license (EL8944), which covers two blocks (6km2) in the upper Hunter Valley region of New South Wales (NSW). The Smoky Project is north-east of a historic halloysite quarry, but for which production data is not available.

==> picture [454 x 243] intentionally omitted <==

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

Smoky Project
----- End of picture text -----

Figure 6: Smoky Project Location

(b) Geology and Mineralisation

Spherical halloysite aggregates have been identified for the first time in mineral matter isolated from bituminous coals in the Hunter Valley.

The spherules found in Permian coals of the Sydney basin, New South Wales, range from 0.4 to 0.6 µm in diameter and have a delicate ring-like structure that helps to confirm the halloysite identification. They appear from their location to be related to influxes of pyroclastic debris, either directly or from nearby soils, into the original peat accumulation. The buckled structure in the ring-like pattern and the related crude polyhedral outlines probably reflect shrinkage with dehydration during the coalification process.

At the Burning Mountain local area, beds of kaolinite have formed from non-marine coal origin and range from 50m to over 200m thickness. The Smoky Project area is potentially one of the few sites of the natural occurrence of metakaolin. The nodular metakaolin is an intermediate phase in the transition of ordered kaolinite to halloysite. The metakaolin

that comprises the nodule core is mainly in the form of plates, whereas the outer halloysite layer is predominantly spheroidal.

(c) Previous Exploration

Limited exploration has occurred at the Smoky Project. Two diamond holes at the current tenement were drilled in 1983. One of these drill holes was logged to contain Kaolinite Clayrock from 0m to 23m (end of hole), while the other was logged to contain halloysite from 11m to 14.5m, with metakaolin identified from 21m to 26.5m and kaolinite identified from 27m to 43m (end of hole). However, no assays were reported.

(d) Exploration Potential

The Company has planned a systematic exploration program, which will include surface mapping, soil sampling and RC drilling, with metallurgical test work intended to be undertaken on any kaolin identified within the Project area.

5.3 Business model and strategy post listing on ASX

The Company’s business model and strategy upon listing on the ASX will be to:

(a) systematically explore and seek to develop each of the Projects;
(b) assess new strategic acquisitions and investment opportunities that may present;
(c) implement a growth strategy and actively canvas other mineral exploration and resource opportunities which have the potential to generate growth and value for Shareholders; and
(d) provide working capital.

In order to progress exploration and development of the Projects, the Company proposes to undertake the exploration programs detailed at Section 5.4.

These exploration programs are designed to test the economic and commercial viability of the Projects and the results will determine the potential timing for the commencement of further exploration programs, if warranted.

In order to manage these exploration programs, and subject to the results of each stage of work, the Company expects to supplement its existing personnel with additional technical expertise as and when needed with a mixture of both permanent and contractor positions.

In addition to progressing the Projects, the Company intends to assess new strategic acquisitions and investment opportunities that may present and will actively canvas other mineral exploration and resource opportunities which have the potential to generate growth and value for shareholders. The Board will consider and evaluate the merits of any acquisition and investment opportunities that arise depending on current market sentiments and the Company’s current finances and appetite for additional assets. The Company has not identified any acquisition or investment opportunities for evaluation as at the date of this Prospectus.

The funds raised from the Offer, together with existing cash reserves postadmission, will allow the Company to progress its business model.

5.4 Proposed Exploration Programmes and Development Plan

The Company has developed a staged exploration program to be conducted over its Projects, which will focus on verification and critical re-assessment of the geology and historical exploration data to generate detailed targets for subsequent drilling and mineral resource estimation.

Set out below is a table detailing the Company’s proposed exploration activities over the two-year period following its listing on ASX:

Activities	Minimum Subscription ($5m)	Minimum Subscription ($5m)	Minimum Subscription ($5m)	Full Subscription ($5.5m)	Full Subscription ($5.5m)	Full Subscription ($5.5m)
	Year 1	Year 2	Total	Year 1	Year 2	Total
		South Kitikmeot Project
Heritage, Approvals	$10,000	$10,000	$20,000	$10,000	$10,000	$20,000
Detailed mapping	$30,000	-	$30,000	$30,000	-	$30,000
Geochemical Sampling	$30,000	-	$30,000	$30,000	-	$30,000
Reprocess Geophysical Data	$50,000	-	$50,000	$50,000	-	$50,000
Geophysics Surveys	$100,000	$50,000	$150,000	$100,000	$50,000	$150,000
Drilling& Assay	$500,000	$900,000	$1,400,000	$500,000	$1,000,000	$1,500,000
Mineral Resource Estimation	-	$60,000	$60,000	-	$60,000	$60,000
Metallurgical testing	-	$60,000	$60,000	-	$60,000	$60,000
South Kitikmeot Project	$720,000	$1,080,000	$1,800,000	$720,000	$1,180,000	$1,900,000
		Boddington West Project
Heritage, Approvals	$10,000	$5,000	$15,000	$10,000	$5,000	$15,000
Detailed mapping	$10,000	-	$10,000	$10,000	-	$10,000
Geochemical Sampling	-	$25,000	$25,000	-	$25,000	$25,000
Geophysics Surveys	-	-	-	-	$25,000	$25,000
Boddington West Project	$20,000	$30,000	$50,000	$20,000	$55,000	$75,000
		Bindoon Project
Heritage, Approvals	$10,000	$10,000	$20,000	$10,000	$10,000	$20,000
Detailed mapping and sampling	$20,000	$20,000	$40,000	$20,000	$20,000	$40,000
Geochemical Sampling	$30,000	$30,000	$60,000	$30,000	$40,000	$70,000
Geophysics Surveys	-	$50,000	$50,000	-	$50,000	$50,000
Drilling	-	$180,000	$180,000	$65,000	$180,000	$245,000
Bindoon Project	$60,000	$290,000	$350,000	$125,000	$300,000	$425,000
		Poochera Project
Heritage, Approvals	$10,000	$10,000	$20,000	$10,000	$10,000	$20,000

Activities	Minimum Subscription ($5m)	Minimum Subscription ($5m)	Minimum Subscription ($5m)	Full Subscription ($5.5m)	Full Subscription ($5.5m)	Full Subscription ($5.5m)
	Year 1	Year 2	Total	Year 1	Year 2	Total
Detailed mapping and sampling	$30,000	-	$30,000	$30,000	-	$30,000
Geochemical Sampling	-	$40,000	$40,000	-	$40,000	$40,000
Drilling	-	$60,000	$60,000	-	$110,000	$110,000
Poochera Project	$40,000	$110,000	$150,000	$40,000	$160,000	$200,000
		Smoky Project
Heritage, Approvals	$10,000	$10,000	$20,000	$10,000	$10,000	$20,000
Detailed mapping and sampling	$30,000	-	$30,000	$30,000	-	$30,000
Geochemical Sampling	$30,000	-	$30,000	$30,000	-	$30,000
Drilling	-	$70,000	$70,000		$120,000	$120,000
Smoky Project	$70,000	$80,000	$150,000	$70,000	$130,000	$200,000
Total Exploration Expenditure	$910,000	$1,590,000	$2,500,000	$975,000	$1,825,000	$2,800,000

The proposed budget allocations set out above assume that all tenements and claims making up each Project are granted. As at the date of the Prospectus, the tenements making up the Boddington West Project and Poochera Project remain under application. If these applications are not granted, the Company intends to reallocate an additional $200,000 (assuming the Minimum Subscription is raised) and up to $275,000 (if the Full Subscription is raised) towards drilling at the South Kitikmeot Gold Project, with the balance of funds raised to be applied toward the Company’s working capital requirements.

In addition, the Bindoon Project is made up of one granted exploration licence and two exploration licence applications. The Company’s currently planned exploration activities at the Bindoon Project are planned at the granted tenement and may be reallocated to areas within the areas of the applications if granted.

5.5 Use of funds

The Company intends to apply funds raised from the Offer, together with existing cash reserves post-admission, over the first two years following admission of the Company to the Official List of ASX as follows:

Funds available	Minimum Subscription ($)	Percentage of Funds (%)	Full Subscription ($)	Percentage of Funds (%)
Existing cash reserves1	255,000	4.85%	255,000	4.43%
Funds raised under the Offer	5,000,000	95.15%	5,500,000	95.57%
Total	5,255,000	100.00%	5,755,000	100.00%

Funds available	Minimum Subscription ($)	Percentage of Funds (%)	Full Subscription ($)	Percentage of Funds (%)
Allocation of funds
Exploration at South Kitikmeot Project2	$1,800,000	34.25%	$1,900,000	33.01%
Exploration at Boddington Gold Project2	$50,000	0.95%	$75,000	1.30%
Exploration at Bindoon Project2	$350,000	6.66%	$425,000	7.38%
Exploration at Smoky Halloysite Project2	$150,000	2.85%	$200,000	3.48%
Exploration at Poochera Halloysite Project2	$150,000	2.85%	$200,000	3.48%
Expenses of the Offer3	$564,883	10.75%	$597,627	10.38%
Corporate and administration costs4	$898,000	17.09%	$898,000	15.60%
Working capital5	$1,293,024	24.59%	$1,460,279	25.36%
Total	$5,250,000	100.00%	$5,755,000	100.00%

Notes:

Refer to the Financial Information set out in Annexure D for further details. The Company intends to apply these funds towards the purposes set out in this table, including the payment of the expenses of the Offer of which various amounts will be payable prior to completion of the Offer. During the period from 30 June 2021 to the Company’s listing, it is estimated that the Company’s operational costs will be approximately $121,800, which will be applied toward progressing the Company’s listing, including expenses of the listing and administration costs.
Refer to Section 5.4 and the Independent Geologist’s Report in Annexure A for further details with respect to the Company’s proposed exploration programs at the Projects.
Refer to Section 9.10 for further details, which amounts exclude GST.
Corporate and administration costs include the general costs associated with the management and operation of the Company’s business including administration expenses, management salaries, directors’ fees, rent and other associated costs, including payments of outstanding fees to the Current Directors upon their resignation.
Working capital will be applied toward consideration payments to SRR under the SRR Acquisition Agreement, the material terms and conditions of which are set out in Section 8.1.2. Thereafter, to the extent that:
(a) the Company’s exploration activities warrant further exploration activities; or
(b) the Company is presented with additional acquisition opportunities,

the Company’s working capital will fund such further exploration and acquisition costs (including due diligence investigations and expert’s fees in relation to such acquisitions), as applicable. Any amounts not so expended will be applied towards working capital and corporate and administration costs for the period following the initial 2-year period following the Company’s admission to the Official List.

It is anticipated that the funds raised under the Offer will enable 2 years of full operations (if the Minimum Subscription is raised). It should be noted that the Company may not be fully self-funding through its own operational cash flow at the end of this period. Accordingly, the Company may require additional capital beyond this point, which will likely involve the use of additional debt or equity funding. The Board will consider the use of additional debt or equity funding where it is appropriate to accelerate growth, fund additional exploration on the Projects or to capitalise on acquisition opportunities in the resources sector.

The proposed expenditure allocations set out above assume that all tenements and claims making up each Project are granted. As at the date of this Prospectus, the tenements making up the Boddington West Project and Poochera Halloysite Project remain under application. If these applications are not granted, the Company intends to reallocate an additional $200,000 (assuming the Minimum Subscription is raised) and up to $275,000 (if the Full Subscription is raised) towards drilling at the South Kitikmeot Gold Project, with the balance of funds raised to be applied toward the Company’s working capital requirements. In the event the Company raises more than the Minimum Subscription, but less than the Full Subscription, the additional funds raised will be first applied towards the expenses of the Offer and then to exploration at the South Kitikmeot Project and working capital.

The above table is a statement of current intentions as of the date of this Prospectus. Prospective investors should note that, as with any budget, the allocation of funds set out in the above table may change depending on various intervening events and new circumstances, including the outcome of operational and development activities (including, exploration success or failure), regulatory developments and market and general economic conditions. Accordingly, the Board reserves the right to alter the way funds are applied. This will involve an ongoing assessment of the Company’s Projects, including the granting of new tenements which are presently subject to applications. The results obtained from exploration and evaluation programs may lead to increased or decreased levels of expenditure on certain Projects reflecting a change in emphasis.

The Directors and Proposed Directors consider that following completion of the Offer, the Company will have sufficient working capital to carry out its stated objectives. It should however be noted that an investment in the Company is speculative and investors are encouraged to read the risk factors outlined in Section 6.

5.6 Capital structure

The capital structure of the Company as at the date of this Prospectus and following completion of the Offer (on both Minimum Subscription and Full Subscription basis) is set out in the table below:

	Minimum Subscription	Minimum Subscription	Full Subscription	Full Subscription
	Shares	Options4	Shares	Options4
Securities currently on issue1,2	8,272,889	694,450	8,272,889	694,450
Shares to be issued pursuant to the Offer	25,000,000	-	27,500,000	-
Shares to be issued to the AHD Vendors	2,125,000	-	2,125,000	-
New Options to be issued to Proposed Directors and Management	-	8,000,000	-	8,000,000
New Options to be issued to Lead Manager	-	3,000,000	-	3,000,000
Total Securities on issue on completion of the Offer	35,397,889	11,694,450	37,897,889	11,694,450

Notes:

Upon effectuation of the DOCA on 27 April 2018, the Company had 6,883,993 Shares on issue. During April 2021, the Company completed the Pre-IPO Placement to raise $250,000 by the issue of 1,388,896 Shares at an issue price of $0.18.
The Options currently on issue comprise 694,450 Options issued to participants in the Pre-IPO Placement on the basis of one (1) free attaching Option for every two (2) Shares subscribed for.

Under the AHD Acquisition Agreement, the Company has agreed to issue 2,125,000 Shares to the AHD Vendors as consideration for the acquisition of the AHD Projects. Refer to Section 8.1.1 for a summary of the terms of the AHD Acquisition Agreement.

The material rights and liabilities attaching to the Shares are summarised in Section 9.3 and the terms and conditions of the Existing Options and the New Options are summarised in Section 9.4.

5.7 Substantial Shareholders

Based on information available to the Company as at the date of this Prospectus, the Company does not anticipate that any Shareholder will hold 5% or more of the Shares on issue on completion of the Offer.

The Company will announce to the ASX details of its top-20 Shareholders following completion of the Offer prior to the Shares commencing trading on ASX.

5.8 Restricted Securities

As a condition of admitting the Company to the Official List, the ASX may classify certain Securities in the Company as restricted securities in accordance with the ASX Listing Rules, which will be subject to some form of restriction arrangement for up to 24 months. Any such classification will restrict the transfer of effective ownership or control of any restricted securities without the written consent of the ASX and for such period as the ASX may determine.

The number of Securities that are subject to ASX mandatory escrow is at ASX’s discretion in accordance with the ASX Listing Rules and underlying policy.

None of the Shares issued under the Offer will be subject to escrow. The Company anticipates that the following Securities will be subject to ASX imposed escrow for a period of up to 24 months from quotation of the Company’s Shares on ASX:

(a) all New Options and Existing Options on issue and to be issued; and
(b) 2,125,000 Shares issued as consideration under the AHD Acquisition Agreement.

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

During the period in which escrow arrangements apply, trading in Shares may be less liquid which may impact on the ability of a Shareholder to dispose of Shares in a timely manner.

The Company confirms its ‘free float’ (the percentage of the Shares that are not restricted securities and are held by non-affiliated Shareholders) at the time of admission to the Official List of ASX will not be less than 20%, in compliance with ASX Listing Rule 1.1 Condition 7.

5.9 Dividend policy

Payment of dividends by the Company is at the discretion of the Board. Given the stage of development of the Company, the Board anticipates that significant expenditure will be incurred in the evaluation and development of the Company’s Projects. These activities, together with the possible acquisition of interests in other projects, are expected to dominate at least the first two-year period following the Company’s listing on the ASX. Accordingly, the Directors have no current intention to declare and pay a dividend and no dividends are

expected to be paid during the foreseeable future following the Company’s listing on the ASX.

In determining whether to declare future dividends, the Directors will consider the level of earnings of the Company, the operating results and overall financial condition of the Company, future capital requirements, capital management initiatives, general business outlook and other factors the Directors may consider relevant at the time of their decision.

The Directors cannot and do not provide any assurances in relation to the future payment of dividends or the level of franking credits attaching to dividends.

5.10 Additional Information

Prospective investors are referred to and encouraged to read in their entirety:

(a) the Independent Geologist’s Report in Annexure A for further details about the geology, location and mineral potential of the Company’s Projects;
(b) the Canadian Title Report in Annexure B for further details in respect to the Company’s interests in the claims forming the South Kitikmeot Project; and
(c) the Australian Title Report for the Australian tenements set out in Annexure C for further details in respect to the Company’s interests in the Bindoon, Boddington West, Poochera and Smoky Projects; and
(d) the Investigating Accountant’s Report set out in Annexure D for further details with respect to the Company’s financial position, including the financial position of each of the AHD Entities.

6. RISK FACTORS

6.1 Introduction

The Shares offered under this Prospectus should be considered as highly speculative and an investment in the Company is not risk free.

The future performance of the Company and the value of the Shares may be influenced by a range of factors, many of which are largely beyond the control of the Company and the Directors. The key risks that have a direct influence on the Company, its Projects and activities are set out in Section 3. Those key risks as well as other risks associated with the Company’s business, the industry in which it operates and general risks applicable to all investments in listed securities and financial markets generally are described below.

The risks factors set out in this Section 6, or other risk factors not specifically referred to, may have a materially adverse impact on the performance of the Company and the value of the Shares. This Section 6 is not intended to provide an exhaustive list of the risk factors to which the Company is exposed.

The Directors strongly recommend that prospective investors consider the risk factors set out in this Section 6, together with all other information contained in this Prospectus.

Before determining whether to invest in the Company you should ensure that you have a sufficient understanding of the risks described in this Section 6 and all of the other information set out in this Prospectus and consider whether an investment in the Company is suitable for you, taking into account your objectives, financial situation and needs.

If you do not understand any matters contained in this Prospectus or have any queries about whether to invest in the Company, you should consult your accountant, financial adviser, stockbroker, lawyer or other professional adviser.

6.2 Company specific risks

Risk Category	Risk
Limited history	The Company was incorporated on 28 September 2006 and listed on ASX on 12 April 2007 as a coal exploration and development company with assets in Indonesia, but has since been recapitalised through the DOCA, which has led to the Company entering into the Acquisition Agreements to acquire the Projects as set out in Section 9.1 of this Prospectus. Exploration has previously been conducted on the tenements and claims the subject of the Projects, however, the Company is yet to conduct its own exploration activities and under the terms of the Acquisition Agreements will not commence these activities until the Company has been admitted to the Official List. No assurances can be given that the Company will achieve commercial viability through the successful exploration and/or mining of its tenements and claims. Until the Company is able to realise value from its Projects, it is likely to incur ongoing operating losses.

Risk Category

Risk

Limited history

The Company was incorporated on 28 September 2006 and listed
on ASX on 12 April 2007 as a coal exploration and development
company with assets in Indonesia, but has since been recapitalised
through the DOCA, which has led to the Company entering into the
Acquisition Agreements to acquire the Projects as set out in Section
9.1 of this Prospectus.
Exploration has previously been conducted on the tenements and
claims the subject of the Projects, however, the Company is yet to
conduct its own exploration activities and under the terms of the
Acquisition Agreements will not commence these activities until the
Company has been admitted to the Official List.
No assurances can be given that the Company will achieve
commercial viability through the successful exploration and/or
mining of its tenements and claims. Until the Company is able to
realise value from its Projects, it is likely to incur ongoing operating
losses.

	Risk Category	Risk
	Contractual risk	The Company’s interest in the Projects are subject to: (a) completion of the AHD Acquisition Agreement; and (b) the Company earning interests in the South Kitikmeot Project under the SRR Acquisition Agreement. The ability of the Company to achieve its stated objectives will depend on the performance by the parties of their obligations under these agreements, including the Company complying with its obligation to pay a royalty to SRR should the Company be successful in taking the South Kitikmeot Project to production. The SRR Acquisition Agreement provides that the Company may earn up to a 90% interest in the South Kitikmeot Project through expending $1,500,000 on exploration activities for an initial 51% interest, an additional $2,000,000 for a further 15% interest and a final 24% interest on completing a preliminary feasibility study at the South Kitikmeot Project. The consideration payable by the Company under the SRR Acquisition Agreement is payable on the Company meeting specified resource definition milestones. Given that the Company’s right to earn an interest not being consistent with the consideration milestones, there is a risk that the Company will be required to pay consideration to SRR in circumstances where it has not acquired an increased interest in the South Kitikmeot Project. See Section 8.1 for summaries of the material terms and conditions of the Acquisition Agreements.
	Exploration and operating	The Projects are at early stages of exploration, and potential investors should understand that mineral exploration and development are speculative and high-risk undertakings that may be impeded by circumstances and factors beyond the control of the Company. Success in this process involves, among other things: (a) discovery and proving-up, or acquiring, an economically recoverable resource or reserve; (b) access to adequate capital throughout the acquisition/discovery and project development phases; (c) securing and maintaining title to mineral exploration projects; (d) obtaining required development consents and approvals necessary for the acquisition, mineral exploration, development and production phases; and (e) accessing the necessary experienced operational staff, the applicable financial management and recruiting skilled contractors, consultants and employees. There can be no assurance that exploration of the Projects, or any other exploration properties that may be acquired in the future, will result in the discovery of an economic mineral resource. Even if an apparently viable deposit is identified, there is no guarantee that it can be economically exploited. The Company has not yet published resource estimates for any Project. There is no assurance that exploration or project studies by the Company will result in the definition of an economically viable mineral deposit or that the exploration tonnage estimates and conceptual project developments discussed in this Prospectus are able to be achieved. 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 (particularly at the South Kitikmeot Project, which experiences significant snowfall during Winter months), unanticipated operational and technical difficulties, industrial and environmental accidents, changing government regulations and many other factors beyond the control of the Company.

Risk Category	Risk
	The exploration costs of the Company described in the Independent Geologist’s Report 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.
Tenure, access and grant of applications	Applications The Projects are at various stages of application and grant. Specifically, the tenements for the Boddington West Project, the North and South sections of the Bindoon Project and the Poochera Project are still currently under application. Further, a competing application from a third party has been made at one of the applications making up the Bindoon Project, which is second in time to the Company’s application. There can be no assurance that the tenement applications that are currently pending will be granted or that if they are granted, they will be granted in their entirety. Where tenement areas applied for are the subject of existing granted tenements, as is the case at the Boddington West Project (8.74% of the application area), the overlapping area is likely to be excluded if the tenement is granted. Other than as set out in this Prospectus, the Company is unaware of any circumstances that would prevent the tenement applications from being granted. With respect to the competing application existing at the Bindoon Project, the Company expects that its application will be granted ahead of the competing application as the Company’s application was first in time. The consequence of being denied the applications for reasons beyond the control of the Company could be significant. Refer to the Australian Title Report in Annexure B for further information on the Company’s tenement applications. Renewal Mining and exploration tenements are subject to periodic renewal. The renewal of the term of granted tenements is subject to compliance with the applicable mining legislation and regulations and the discretion of the relevant mining authority. Renewal conditions may include increased expenditure and work commitments or compulsory relinquishment of areas of the tenements. 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, New South Wales, South Australia and Nunavut (Canada) 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. The tenement making up the Smoky Project in New South Wales is due to expire on 18 February 2022. The Company plans to make an application for an extension of that tenement within the period of 2 months prior to its expiry, in accordance with the applicable legislative requirements and does not anticipate that its application will be denied or result in the Company being required to surrender part of the tenement. Access A number of the tenements and claims overlap certain third party interests that may limit the Company’s ability to conduct exploration and mining activities including private land, Crown Reserves and

Risk Category

Risk

The exploration costs of the Company described in the
Independent Geologist’s Report 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.

Tenure,
access
and
grant of applications

Applications
The Projects are at various stages of application and grant.
Specifically, the tenements for the Boddington West Project, the
North and South sections of the Bindoon Project and the Poochera
Project are still currently under application. Further, a competing
application from a third party has been made at one of the
applications making up the Bindoon Project, which is second in time
to the Company’s application. There can be no assurance that the
tenement applications that are currently pending will be granted or
that if they are granted, they will be granted in their entirety. Where
tenement areas applied for are the subject of existing granted
tenements, as is the case at the Boddington West Project (8.74% of
the application area), the overlapping area is likely to be excluded
if the tenement is granted.
Other than as set out in this Prospectus, the Company is unaware of
any circumstances that would prevent the tenement applications
from being granted. With respect to the competing application
existing at the Bindoon Project, the Company expects that its
application will be granted ahead of the competing application as
the Company’s application was first in time. The consequence of
being denied the applications for reasons beyond the control of the
Company could be significant.
Refer to the Australian Title Report in Annexure B for further
information on the Company’s tenement applications.
Renewal
Mining and exploration tenements are subject to periodic renewal.
The renewal of the term of granted tenements is subject to
compliance with the applicable mining legislation and regulations
and the discretion of the relevant mining authority. Renewal
conditions
may
include
increased
expenditure
and
work
commitments or compulsory relinquishment of areas of the
tenements. 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, New South Wales, South Australia and Nunavut (Canada)
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.
The tenement making up the Smoky Project in New South Wales is
due to expire on 18 February 2022. The Company plans to make an
application for an extension of that tenement within the period of 2
months prior to its expiry, in accordance with the applicable
legislative requirements and does not anticipate that its application
will be denied or result in the Company being required to surrender
part of the tenement.
Access
A number of the tenements and claims overlap certain third party
interests that may limit the Company’s ability to conduct exploration
and mining activities including private land, Crown Reserves and

Risk Category	Risk
	areas on which native title has been determined or is claimed. In addition, a portion of the South Kitikmeot Project is overlapped by Inuit owned land, which is a private land ownership interest held by the Tungavik Federation of Nunavut. The Company will require the consent of private landowners (including the Tungavik Federation of Nunavut at the South Kitikmeot Project) in order to undertake exploration activities in respect of private land overlapping the Projects. The Company’s activities at the South Kitikmeot Project are not currently planned to be undertaken on land owned by the Tungavik Federation of Nunavut and the Company will seek consent of the landowners in respect of its Bindoon Project prior to entering the land to undertake exploration activities. Please refer to the Canadian Title Report and Australian Title Report for further details.
Private land	As detailed in the Australian Title Report in Annexure C, some of the Company’s tenements encroach parcels of private land, with varying degrees of overlap within the Bindoon Project area. Grants of freehold that were made prior to 1899 in Western Australian included the grant of minerals other than gold, silver and precious minerals, which were reserved to the Crown. This land is commonly referred to as ‘minerals to owner’ land as the landowner owns all other minerals and has the right to deal with those minerals as it sees fit. In such a situation, a mining tenement granted under the Mining Act 1978 (WA) will confer on the tenement holder the right to explore for, or mine gold, silver and precious metals only and will not give any rights to exploit any other mineral. As the Company defines exploration targets on the affected tenements, and prior to commencing ground disturbing activities, the Company will conduct its own investigations to confirm whether the relevant private land parcels are ‘minerals to owner’. The Company will seek consent from the private land owners prior to undertaking exploration activities at the Bindoon Project. Approvals for mining gold, silver and precious metals on pre-1899 land have generally been granted by Local Government as an Extractive Industry Licence (“EIL”; Local Government Act 1995) or Development Approval (“DA”; Planning and Development Act 2005). A miner wishing to mine minerals other than the gold, silver and precious metals located on pre-1899 land will need to negotiate an access and compensation agreement with the owner of the land (and owner of the minerals) and obtain permission either through a EIL or DA. Any significant proposal may require assessment by the Environment Protection Authority and any mining activity will be subject to the Mines Safety and Inspection Act 1994.
Climate risk	There are a number of climate-related factors that may affect the operations and proposed activities of the Company. The climate change risks particularly attributable to the Company include: (a) the emergence of new or expanded regulations associated with the transitioning to a lower-carbon economy and market changes related to climate change mitigation. The Company may be impacted by changes to local or international compliance regulations related to climate change mitigation efforts, or by specific taxation or penalties for carbon emissions or environmental damage. These examples sit amongst an array of possible restraints on industry that may further impact the Company and its profitability. While the Company will endeavour to manage these risks and limit any consequential impacts, there can be no guarantee that the Company will not be impacted by these occurrences; and

Risk Category	Risk
	(b) climate change may cause certain physical and environmental risks that cannot be predicted by the Company, including events such as increased severity of weather patterns and incidence of extreme weather events and longer-term physical risks such as shifting climate patterns. All these risks associated with climate change may significantly change the industry in which the Company operates.
Exposure to natural events	The Company’s operations could be impacted by natural events such as significant rain events and flooding. Such natural events could result in impacts including reduced mining efficiencies, restrictions to or loss of access to open pits, mining locations or necessary infrastructure, or restrictions to or delays in access to the site for deliveries of key consumables required for the Company’s operations. This could result in increased costs and or reduced revenues which could impact the Company’s financial performance and position. Whilst the Company is able to transfer some of these risks to third parties through insurance, many of the associated risks are not able to be insured or in the Company’s opinion the cost of transfer is not warranted by the likelihood of occurrence of the risk event.
Rehabilitation of tenements and claims	In relation to the Company’s proposed operations, issues could arise from time to time with respect to abandonment costs, consequential clean-up costs, environmental concerns and other liabilities. In these instances, the Company could become subject to liability if, for example, there is environmental pollution or damage from the Company’s exploration activities and there are consequential clean-up costs at a later point in time.
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 COVID-19 pandemic may also give rise to issues, delays or restrictions in relation to land access and the Company's ability to freely move people and equipment to and from exploration projects and may cause delays or cost increases. The effects of COVID -19 on the Company's Share price and global financial markets generally may also affect the Company's ability to raise equity or debt or require the Company to issue capital at a discount, which may in turn cause dilution to Shareholders. 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

6.3 Industry specific risks

Risk Category	Risk
Native title and Aboriginal Heritage	In relation to tenements which the Company has an interest in or will in the future acquire such an interest, there may be areas over which legitimate common law native title rights of Aboriginal Australians and areas of Inuit owned land exist. Where such rights exist, the ability of the Company to gain access to tenements (through obtaining consent of any relevant landowner), or to

	Risk Category	Risk
		progress from the exploration phase to the development and mining phases of operations may be adversely affected. The South Kitikmeot Project is partially overlapped by Inuit owned land and native title has been determined in favour of the Gnaala Karla Booja, Whadjuk and Yued Peoples over the entirety of the Bindoon West Project and by the Barngarla People in respect of the Poochera Project. In addition, a native title claim has been made by the Wirangu People in respect of the Poochera Project. The Directors will closely monitor the potential effect of Inuit owned land, native title determinations and claims and Aboriginal heritage matters involving tenements in which the Company has or may have an interest and undertake such heritage surveys and seek such consents as are required to comply with these obligations. Please refer to the Canadian Title Report and Australian Title Report in Annexures B and C of this Prospectus for further details.
	Exploration costs	The exploration costs of the Company as summarised in Section 5.5 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 uncertainty, and accordingly, the actual costs may materially differ from the 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 impact the Company’s viability.
	Resource and reserves and exploration targets	The Company has identified a number of exploration targets based on geological interpretations and limited geophysical data, geochemical sampling and historical drilling. Insufficient data however, exists to provide certainty over the extent of the mineralisation. Whilst the Company intends to undertake additional exploratory work with the aim of defining a resource, no assurances can be given that additional exploration will result in the determination of a resource on any of the exploration targets identified. Even if a resource is identified no assurance can be provided that this can be economically extracted. 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.
	Grant of future authorisations to explore and mine	If the Company discovers an economically viable mineral deposit that is then intends to develop, it will, among other things, require various approvals, licence and permits before it will be able to mine the deposit, including a requirement that claims are leased under Nunavut mining legislation if the Company wishes to remove minerals whose gross value exceeds $100,000. There is no guarantee that the Company will be able to obtain all required approvals, licenses and permits. To the extent that required authorisations are not obtained or are delayed, the Company’s operational and financial performance may be materially adversely affected.
	Mine development	Possible future development of mining operations at 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

Risk Category	Risk
	funding and contracting risk from third parties providing essential services. If the Company commences production on one 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 the Company will achieve commercial viability through the development of the Projects. The risks associated with the development of a mine will be considered in full should the Projects reach that stage and will be managed with ongoing consideration of stakeholder interests.
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 highest 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 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 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.
Regulatory Compliance	The Company’s operating activities are subject to extensive laws and regulations relating to numerous matters including resource licence consent, 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. While the Company believes that the current holders of the Projects are in substantial compliance with all material current laws and regulations, agreements or changes in their enforcement or regulatory interpretation could result in changes in legal requirements or in the terms of existing permits and agreements applicable to the Company or its properties, which could have a material adverse impact on the Company’s current operations or planned development projects. Obtaining necessary permits can be a time-consuming process and there is a risk that 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

Risk Category	Risk
	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.

6.4 General risks

Risk Category	Risk
Future funding requirements and ability to access debt and equity markets	The Company’s capital requirements depend on numerous factors and the Company may require additional debt or equity financing in the future to maintain or grow its business in addition to funds raised under the Offer. Further, if the Company wishes to purchase the final 10% interest in the South Kitikmeot Project following its earning a 90% interest under the SRR Acquisition Agreement, the Company may need to raise further funds to meet the applicable purchase price. There can be no assurance that the Company will be able to secure additional capital from debt or equity financing on favourable terms or at all. If the Company is unable to raise additional capital if and when required, this could delay, suspend or reduce the scope of the Company’s business operations (including scaling back exploration programmes) and could have a material adverse effect on the Company’s operating and financial performance. Any additional equity financing may result in dilution for some or all Shareholders, and debt financing, if available, may involve restrictive covenants which limit operations and business strategy.
Fluctuations in market price of the Shares	The price at which the Shares trade on ASX following the Company’s listing may be higher or lower than the Offer Price. There is no guarantee that the Shares will appreciate in value or maintain the same level as the Offer Price. The price at which the Shares trade following the Company’s listing on ASX could be subject to fluctuations and will be affected by a number of factors relevant to the Company’s business and its overall performance and other external factors. Some of the factors which may affect the price at which the Shares trade on ASX include fluctuations in the domestic and international market for listed stocks, general economic conditions, including interest rates, inflation rates, exchange rates, changes to government fiscal, monetary or regulatory policies, legislation or regulation, the nature of the markets in which the Company operates (including movements in mineral prices) and general operational and business risks.
Trading in Shares may not be liquid	There is currently no public market on which the Shares may be sold. There can be no assurance that an active market for the Shares will develop or continue following the Company’s listing on ASX. There may be relatively few potential buyers or sellers of the Shares on the ASX at any 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. Accordingly, Shareholders may receive a market price for their Shares that is less or more than the price that Shareholders paid to acquire their Shares.
Economic conditions and other global or national issues	General economic conditions, laws relating to taxation, new legislation, trade barriers, movements in interest and inflation rates, currency exchange controls and rates, national and international political circumstances (including wars, terrorist acts, sabotage,

Risk Category	Risk
	subversive activities, security operations, labour unrest, civil disorder, and states of emergency), natural disasters (including fires, earthquakes and floods), and quarantine restrictions, epidemics and pandemics, may have an adverse effect on the Company’s operations and financial performance, including the Company’s exploration, development and production activities, as well as on its ability to fund those activities. General economic conditions may also affect the value of the Company and its market valuation regardless of its actual performance.
COVID-19	The outbreak of the coronavirus disease (SARS-CoV-2 (severe acute respiratory syndrome coronavirus 2), coronavirus disease 2019 or COVID 19, including any future resurgence or evolutions or mutations thereof or any related or associated epidemic, pandemic or disease outbreak) (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 market price of Shares 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. In addition, the effects of COVID-19 on the market price of the Shares and global financial markets generally may also affect the Company's ability to raise equity or debt or require the Company to issue capital at a discount, which may result in dilution for some or all Shareholders.
Market conditions	Share market conditions may affect the value of the Shares regardless of the Company’s operating performance. Share market conditions are affected by many factors such as: (a) general economic outlook; (b) introduction of tax reform or other new legislation; (c) interest rates and inflation rates; (d) global health epidemics or pandemics; (e) currency fluctuations; (f) changes in investor sentiment toward particular market sectors; (g) the demand for, and supply of, capital; and (h) 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. Prospective investors should be aware that there are risks associated with any securities investment. Securities listed on a 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. In addition, after the end of the relevant restriction arrangements applying to certain Securities, a significant sale of then tradeable Shares (or the market perception that such a sale might occur) could have an adverse effect on the market price of the Shares.
Reliance on key personnel	The responsibility of overseeing the day-to-day operations and the strategic management of the Company depends substantially on its senior management and its key personnel. There can be no

Risk Category	Risk
	assurance given that there will be no detrimental impact on the Company if one or more of the Company’s senior management or key personnel terminated service with the Company. The Company may not be able to replace its senior management or key personnel with persons of equivalent expertise and experience within a reasonable period of time or at all and the Company may incur additional expenses to recruit, train and retain personnel. Loss of such personnel may also have an adverse effect on the performance of the Company.
Competition risk	The industry in which the Company will be involved is subject to domestic and global competition. Although the Company will undertake all reasonable due diligence in its business decisions and operations, the Company will have no influence or control over the activities or actions of its competitors, which activities or actions may, positively or negatively, affect the operating and financial performance of the Company’s projects and business.
Commodity price volatility and exchange rate risks	If the Company achieves success leading to mineral production, the revenue it will derive through the sale of product 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 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. The Company will also be undertaking activities in Canada at the South Kitikmeot Gold Project, which also further increases its exposure to exchange rate risks given certain income and expenditure of the Company may be taken into account in Canadian currency.
Government policy changes	Adverse changes in government policies or legislation may affect ownership of mineral interests, taxation, royalties, land access, labour relations, and mining and exploration activities of the Company. It is possible that the current system of exploration and mine permitting in Canada and Western Australia, South Australia and New South Wales (and other jurisdictions in which the Company may acquire projects and operate) may change, resulting in impairment of rights and possibly expropriation of the Company’s properties without adequate compensation.
Insurance	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.
Force Majeure	The Company’s existing projects or projects acquired 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, pandemics or quarantine restrictions.

Risk Category	Risk
Dilution	In the future, the Company may elect to issue Shares or engage in capital raisings to fund operations and growth, investments or acquisitions that the Company may decide to undertake, to repay debt or for any other reason the Board may determine at the relevant time. While the Company will be subject to the constraints of the ASX Listing Rules regarding the percentage of its capital that it is able to issue within a 12 month period (other than where exceptions apply), Shareholder interests may be diluted as a result of such issues of Shares or other securities.
Taxation and Taxation Changes	Taxation law is complex and frequently changing, both prospectively and retrospectively. Changes in taxation laws (including employment tax, GST, stamp duty and the ability to claim offsets) and changes in the way taxation laws are interpreted or administered, create a degree of uncertainty and may impact the tax liabilities or future financial results of the Company. In particular, both the level and basis of taxation may change. An investment in the Shares involves tax considerations which may differ for each Shareholder. Each prospective investor is encouraged to seek professional taxation and financial advice in connection with any investment in the Company and the consequences of acquiring and disposing of Shares.
Litigation and other proceedings	The Company is exposed to potential legal and other claims or disputes in the course of its business, including (without limitation) 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 costs involved in defending or settling legal and other claims or disputes that may arise, or where a claim or dispute is proven, could be costly and may impact adversely on the Company’s operations, financial performance and financial position and/or cause damage to its reputation.

6.5 Investment speculative

The risk factors described above, and other risks factors not specifically referred to, may have a materially adverse impact on the performance of the Company and the value of the Shares.

Prospective investors should consider that an investment in the Company is highly speculative.

The Shares offered under this Prospectus carry no guarantee in respect of profitability, dividends, return of capital or the price at which they may trade on the ASX.

Before deciding whether to subscribe for Shares under this Prospectus you should read this Prospectus in its entirety and consider all factors, taking into account your objectives, financial situation and needs.

7. BOARD, MANAGEMENT AND CORPORATE GOVERNANCE

7.1 Board of Directors

Proposed Directors

The Board of the Company on completion of the Acquisition Agreements (which are expected to occur shortly prior to the date of the Company’s admission to the Official List) will consist of:

(a) Agha Shahzad Pervez (MCom and B.Sc IT)

Proposed Non-Executive Chairman

Mr Agha Shahzad Pervez is an experienced corporate accountant, CFO and Company Secretary, with over 10 years’ experience working with ASX listed companies.

Mr Pervez holds the role of Chief Financial Officer at Equinox Resources Limited (ASX: EQN). Prior to this, he held numerous roles at Resonance Health Limited (ASX:RHT) including Senior Financial Accountant, Chief Financial Officer and Company Secretary. Mr Pervez was instrumental in the corporate restructuring of RHT in 2017, and contributed to the significant growth of RHT’s market capitalisation during his tenure.

The Board considers that Mr Pervez will be an independent director.

(b) Hugh Callaghan (BCom, LLB)

Proposed Executive Director

Mr Callaghan has a significant base of global resources experience with Rio Tinto and Xstrata that included corporate and management roles in the USA, Canada, Chile, Brazil, and Australia.

Mr Callaghan was the founding managing director of Riversdale Mining Limited (formerly ASX:RIV) which purchased and developed metallurgical coal projects in South Africa. Subsequent to his role with Riversdale Mining Ltd, he has invested in, and developed copper projects in Chile, zinc, lead and silver projects in Mexico, potash projects in West Africa and the USA, and consulted to coal companies in the UK, USA, Canada, Australia, Zimbabwe and Columbia.

Mr Callaghan has significant ASX experience including being a director of Pathfinder Resources Limited (ASX:PF1) (June 2021 to present), Equinox Resources Limited (ASX:EQN) (June 2021 to present); Acacia Coal Limited (March 2017 to December 2017), GSF Corporation (February 2009 to June 2009), Tamaya Resources Limited (May 2006 to October 2008) and Riversdale Mining Limited (April 2004 to August 2006).

The Board considers that Mr Callaghan will not be an independent director by virtue of his executive role.

(c) Christopher Gerteisen (BSc. Mining/Exploration Geology, MSc. Economic Geology/Mineral Economics)

Proposed Non-Executive Director

Christopher Gerteisen has over 25 years of experience as an economic geologist and executive with an extensive record of managing and

advancing resource companies and projects across N. America, Australia, and Asia. Key achievements include discovery through to successful start-up and production. Previously, he has held senior positions with Newmont, Sons of Gwalia, Oxiana, OZ Minerals, PanAust, and numerous other junior exploration companies. He is currently CEO - Director of ASX-listed Nova Minerals and on the board of Rotor X Aircraft Manufacturing.

Mr Gerteisen has over 25 years of experience as a professional geologist with an extensive record of managing and advancing complex and challenging resource projects across North America, Australia, and Asia. His work experience spans Greenfields from discovery through to production stage and other projects with a focus on commodities including gold and copper. He worked as a geologist on the Carlin Trend in Nevada and on exploration in Alaska with Newmont. He has held senior positions within several projects throughout the goldfields of Western Australia.

As a research geologist with Newmont Mr Gerteisen worked on the Batu Hijau Porhryry Cu-Au deposit in Indonesia. Most recently, through his technical contributions and management skills, Mr. Gerteisen played a significant role in the successful start-up, operations, and exploration which resulted in further mine-life extending discoveries at several prominent projects in the Australasian region, including Oxiana’s Sepon and PanAust’s Phu Bia in Laos. Mr. Gerteisen holds a Bachelor of Geology from the University of Idaho and a Masters Degree in Economic Geology from the Western Australia School of Mines. He is a dual USA and Australia Citizen based in Alaska and a member of the Australian Institute of Geoscientists.

Mr Gerteisen is an Executive Director and CEO of Nova Minerals Limited (ASX:NVA).

The Board considers that Mr Gerteisen will be an independent director.

(d) Michael Melamed

Proposed Non-Executive Director

Mr Melamed has a Bachelor of Business (Accounting & Finance) from the University of Technology, Sydney and is a Member of The Institute of Chartered Accountants in Australia (ICAA).

Mr Melamed beings over 25 years’ of extensive experience in the areas of financial and executive management, mergers & acquisitions, financial reporting and audit, business and corporate advisory, corporate restructuring and investor relations.

Presently, Mr Melamed is Director of a corporate services and advisory company and is Chief Financial Officer of Nova Minerals Limited (ASX:NVA), Torian Resources Limited (ASX:TNR) and Monger Gold Limited (ASX:MMG). He is the former Director of Ragusa Minerals Limited (ASX:RAS) ( 25 June 2017 to 6 July 2021). During his time at Ragusa, Michael was instrumental in the company’s recapitalization and turnaround.

The Board considers that Mr Melamed will be an independent director.

The proposed Board of Viridis has considered the Company’s immediate requirements as it transitions to an ASX-listed company and is satisfied that the

composition of the proposed Board represents an appropriate range of experience, qualifications and skills at this time.

Each Proposed Director has confirmed that they anticipate they will have sufficient time to fulfil their respective responsibilities as a Director of Viridis.

7.2 Key management

The Company’s key management team includes Ian Pamensky, whose profile is set out below:

Ian Pamensky

Company Secretary

Mr Pamensky has significant experience as Company Secretary of ASX listed companies. He is currently the Company Secretary of ASX listed companies, Dotz Nano Limited, Torian Resources Limited, Monger Gold Limited and Nova Minerals Limited.

Mr Pamensky was previously the Company Secretary of Sky and Space Limited, e-Sense Lab Limited, Keybridge Capital Limited, Regal Resources Limited, Alliance Resources Limited and Octagonal Resources Limited.

Mr Pamensky has confirmed that he anticipates that he will have sufficient time to fulfill his respective role without constraint of other commitments.

The Company is aware of the need to have sufficient management to properly supervise its operations and the Board will continually monitor the management roles in the Company. As the Company’s exploration and development activities and overall operations require an increased level of involvement, the Board will look to appoint additional management and/or consultants when and where appropriate.

7.3 Directors’ Disclosures

No Proposed Director has been the subject of (or was a director of a company that has been subject to) any legal or disciplinary action in Australia or elsewhere in the last ten years which is relevant or material to the performance of their role with the Company or which is relevant to an investor’s decision as to whether to subscribe for Shares under the Offer.

Other than set out below, no Proposed Director has been an officer of a company that has entered into any form of external administration as a result of insolvency during the time that they were an officer or within a 12 month period after they ceased to be an office.

Hugh Callaghan was Managing Director of Tamaya Resources Limited (In Liquidation) ( Tamaya ) which entered voluntary administration on 27 October 2008 and later entered liquidation. Mr Callaghan has noted that at the time Tamaya entered external administration, the company was operating a copper mine in Chile. However, Tamaya could not sustain operations as a result of challenges arising as the global financial crisis (2007–2008) unfolded and copper prices fell by approximately 80% over a 6 week period. The mine resumed production a year later and continues to operate to the present day.

7.4 Directors’ Remuneration and interests in Securities

Remuneration

Details of the Directors’ remuneration (excluding superannuation and GST, if applicable) for the previous two completed financial years and the current financial year are set out in the table below:

Director	Remuneration for the financial year ended 30 June 2020	Remuneration for the financial year ended 30 June 2021	Proposed
			remuneration for the
			financial year ending
			30 June 2022
Proposed Directors
Michael Melamed1, 2	Nil	Nil	$31,500
Hugh Callaghan1, 2	Nil	Nil	$49,875
Christopher Gerteisen1, 2	Nil	Nil	$31,500

Agha Shahzad Pervez1, 2	Nil	Nil	$31,500

Current Directors
Michael Davy3	Nil	Nil	$15,000
Kyla Garic3	Nil	$9,091	$42,909
Nicholas Young3	Nil	Nil	$45,000

Notes:

To be appointed on completion of the Acquisition Agreements, at which time the Current Directors will resign.
Amounts payable to the Proposed Directors for the financial year ended 30 June 2022 assume that the Proposed Directors are appointed on 1 December 2021. Each of the Proposed Directors will be paid a fee of $4,500 per month and Hugh Callaghan will be paid an additional daily rate of $1,500 under a consultancy arrangement for work over and above the duties of his role as a Non-Executive Director. It is currently anticipated that Hugh Callaghan will provide consultancy services to the Company for an average of 3 days per month.
To resign at the time the Proposed Directors are appointed. The Current Directors have agreed that the amounts payable for the financial year ending 30 June 2022 will be paid in full and final settlement of all fees accrued to the date of their resignations.

The Constitution provides that the remuneration of non-executive Directors will be not more than the aggregate fixed sum determined by a general meeting. The aggregate remuneration for non-executive Directors is $300,000 per annum, although may be varied by ordinary resolution of the Shareholders in general meeting.

The remuneration of any executive director that may be appointed to the Board will be fixed by the Board and may be paid by way of fixed salary or consultancy fee.

Interests in Securities

Directors are not required under the Constitution to hold any Shares.

The tables below set out the direct and indirect interests of the Directors and Proposed Director in the securities of the Company both as at the date of this

Prospectus and following completion of the Offer (assuming both Minimum Subscription and Full Subscription):

Date of Prospectus[1 ]

Director	Shares	Existing Options2	Percentage of Shares - undiluted	Percentage of Shares – fully diluted
Proposed Directors
Christopher Gerteisen	27,778	13,889	0.34%	0.46%
Michael Melamed	Nil	Nil	Nil	Nil
Hugh Callaghan	Nil	Nil	Nil	Nil
Agha Shahzad Pervez	27,778	13,889	0.34%	0.46%
Current Directors
Michael Davy	111,111	55,556	1.34%	1.86%
Kyla Garic	55,556	27,778	0.67%	0.93%
Nicholas Young	Nil	Nil	Nil	Nil

Completion of the Offer[1]

Director	Shares	Existing Options and New Options2	Percentage of Shares – undiluted Minimum Subscription	Percentage of Shares – fully diluted Minimum Subscription	Percentage of Shares – undiluted Full Subscription	Percentage of Shares – fully diluted Full Subscription
Proposed Directors
Christopher Gerteisen	27,778	2,013,889	0.08%	4.34%	0.07%	4.13%
Michael Melamed	Nil	1,000,000	Nil	2.12%	Nil	2.02%
Hugh Callaghan	Nil	2,000,000	Nil	4.25%	Nil	4.04%
Agha Shahzad Pervez	27,778	2,013,889	0.08%	4.34%	0.07%	4.13%
Current Directors
Michael Davy	111,111	55,556	0.31%	0.35%	0.29%	0.34%
Kyla Garic	55,556	27,778	0.16%	0.18%	0.15%	0.17%
Nicholas Young	Nil	Nil	Nil	Nil	Nil	Nil

Notes

All Shares and Existing Options held by the Current Directors and Proposed Directors (and their respective associates) as at the date of this Prospectus were issued under the Pre-IPO Placement. In addition, each of the Proposed Directors will be issued New Options immediately prior to the Company being admitted to the Official List.
Refer to Section 9.4 for the terms and conditions of the Existing Options and New Options.

In addition, the Directors (and their spouses and associates) may apply for Shares under the Offer. If one or more of the Directors (or their spouses or associates) do apply for, and are allocated, Shares under the Offer, the figures set out in the above tables will be affected. In this regard, Agha Pervez has indicated that he intends to apply for 500,000 Shares under the Offer.

The Company will notify ASX of the Directors’ interests in the securities of the Company at the time of listing on the ASX in accordance with the ASX Listing Rules.

7.5 Agreements with Directors and 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 agreements between the Company and related parties are summarised in Section 8.3.

7.6 Corporate governance

(a) 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.viridismining.com.au.

(b) 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:

(i) maintain and increase Shareholder value;
(ii) ensure a prudential and ethical basis for the Company’s conduct and activities consistent with the Company’s stated values; and
(iii) ensure compliance with the Company’s legal and regulatory objectives.

Consistent with these goals, the Board assumes the following responsibilities:

(i) leading and setting the strategic direction, values and objectives of the Company;
(ii) appointing the Chairman of the Board, Managing Director or Chief Executive Officer and approving the appointment of senior executives and the Company Secretary;
(iii) overseeing the implementation of the Company’s strategic objectives, values, code of conduct and performance generally;
(iv) approving operating budgets, major capital expenditure and significant acquisitions and divestitures;
(v) overseeing the integrity of the Company’s accounting and corporate reporting systems, including any external audit (satisfying itself financial statements released to the market fairly and accurately reflect the Company’s financial position and performance);
(vi) establishing procedures for verifying the integrity of those periodic reports which are not audited or reviewed by an external auditor, to ensure that each periodic report is materially accurate, balanced and provides investors with appropriate information to make informed investment decisions;
(vii) overseeing the Company’s procedures and processes for making timely and balanced disclosure of all material information that a reasonable person would expect to have a material effect on the price or value of the Company’s securities;
(viii) reviewing, ratifying and monitoring the effectiveness of the Company’s risk management framework, corporate governance policies and systems designed to ensure legal compliance; and
(ix) approving the Company’s remuneration framework.

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.

(c) Composition of the Board

Election of Board members is substantially the province of the Shareholders in general meeting, subject to the following:

(i) membership of the Board of Directors will be reviewed regularly to ensure the mix of skills and expertise is appropriate; and
(ii) the composition of the Board has been structured so as to provide the Company with an adequate mix of directors with industry knowledge, technical, commercial and financial skills together with integrity and judgment considered necessary to represent Shareholders and fulfil the business objectives and

values of the Company as well as to deal with new and emerging business and governance issues.

Upon the Company’s admission to the Official List of ASX, the Board will consist of four Directors (three non-executive Directors and one executive Director) of whom Mr Melamed and Mr Gerteisen are considered independent. The Board considers the current balance of skills and expertise to be appropriate given the Company for its currently planned level of activity.

To assist in evaluating the appropriateness of the Board’s mix of qualifications, experience and expertise, the Board intends to maintain a Board Skills Matrix to ensure that the Board has the skills to discharge its obligations effectively and to add value.

The Board undertakes appropriate checks before appointing a person as a Director or putting forward to Shareholders a candidate for election as a Director or senior executive.

The Board ensures that Shareholders are provided with all material information in the Board’s possession relevant to a decision on whether or not to elect or re-elect a Director.

The Company shall develop and implement a formal induction program for Directors, which is tailored to their existing skills, knowledge and experience. The purpose of this program is to allow new directors to participate fully and actively in Board decision-making at the earliest opportunity, and to enable new directors to gain an understanding of the Company’s policies and procedures.

The Board maintains oversight and responsibility for the Company’s continual monitoring of its diversity practices. The Company’s Diversity Policy provides a framework for the Company to achieve enhanced recruitment practices whereby the best person for the job is employed, which requires the consideration of a broad and diverse pool of talent.

(d) 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.

(e) Ethical standards

The Board is committed to the establishment and maintenance of appropriate ethical standards and to conducting all of the Company’s business activities fairly, honestly with integrity, and in compliance with all applicable laws, rules and regulations. In particular, the Company and the Board are committed to preventing any form of bribery or corruption and to upholding all laws relevant to these issues as set out in in the Company’s Anti-Bribery and Anti-Corruption Policy. In addition, the Company encourages reporting of actual and suspected violations of the Company’s Code of Conduct or other instances of illegal, unethical or improper conduct. The Company and the Board provide effective protection from victimisation or dismissal to those reporting such conduct as set out in its Whistleblower Protection Policy.

(f) 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.

(g) Remuneration arrangements

The remuneration of an executive Director will be decided by the Board, without the affected executive Director participating in that decisionmaking process.

In accordance with the Constitution, the total maximum remuneration of non-executive Directors is initially set by the Board 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 $300,000 per annum.

In addition, a Director may be paid fees or other amounts for example, and 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 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 regard 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.

(h) 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 Chairman) must be obtained prior to trading.

(i) External audit

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

(j) Audit committee

The Company will not have a separate audit committee until such time as the Board is of a sufficient size and structure, and the Company’s operations are of a sufficient magnitude for a separate committee to be of benefit to the Company. In the meantime, the full Board will carry out the duties that would ordinarily be assigned to that committee under the written terms of reference for that committee, including but not limited to:

(i) monitoring and reviewing any matters of significance affecting financial reporting and compliance;
(ii) verifying the integrity of those periodic reports which are not audited or reviewed by an external auditor;
(iii) monitoring and reviewing the Company’s internal audit and financial control system, risk management systems; and
(iv) management of the Company’s relationships with external auditors.

(k) Diversity policy

The Company is committed to workplace diversity. The Company is committed to inclusion at all levels of the organisation, regardless of gender, marital or family status, sexual orientation, gender identity, age, disabilities, ethnicity, religious beliefs, cultural background, socioeconomic background, perspective and experience.

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.

(l) Departures from Recommendations

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

The Company’s compliance with and departures from the Recommendations will also be announced prior to admission to the Official List of the ASX.

8. MATERIAL CONTRACTS

The Directors consider that the material contracts described below are those which an investor would reasonably regard as material and which investors and their professional advisers would reasonably expect to find described in this Prospectus for the purpose of making an informed assessment of an investment in the Company under the Offer.

This Section contains a summary of the material contracts and their substantive terms which are not otherwise disclosed elsewhere in this Prospectus.

To fully understand all rights and obligations of a material contract, it would be necessary to review it in full and these summaries should be read in this light.

8.1 Acquisition Agreements

8.1.1 AHD Acquisition Agreement

The Company has executed a binding terms sheet with the AHD Vendors, being the shareholders of Australian Prospecting Pty Ltd ( APPL ), Hubble Resources Pty Ltd ( HRPL ) and Dig Ore Pty Ltd ( DOPL ) (together, the Group Entities ), pursuant to which the Company will acquire 100% of the fully paid ordinary shares in the Group Entities ( AHD Acquisition ). A summary of the material terms of the AHD Acquisition Agreement is set out below:

Projects	Boddington West, Bindoon, Poochera and Smoky Projects (together, theAHD Projects)
Name of Contract	AHD Acquisition Agreement
Parties	(a) Company (b) APPL (c) DOPL (d) HRPL (e) the AHD Vendors, being: (i) Four Cores Pty Ltd (25%) (ii) Chunyan Niu (25%) (iii) Aerobotics Pty Ltd (50%)
Date of Contract	17 September 2021 (Execution Date).
End Date	17 March 2022 (End Date).
Conditions Precedent	Settlement of the AHD Acquisition is subject to the satisfaction or waiver of the following conditions precedent (Conditions Precedent): (a) Due Diligence: the Company confirming in writing that it is satisfied, at its absolute discretion, with its financial, legal and technical due diligence on the Group Entities and the AHD Projects; (b) ASX conditional approval: the Company receiving conditional approval in writing from the ASX to admit the Company to the official list of the ASX on terms acceptable to the Company; (c) Regulatory approvals: the Parties obtaining all necessary corporate, governmental and regulatory approvals, consents and waivers pursuant to the ASX Listing Rules, the Corporations Act 2001(Cth)and anyother applicable law

to lawfully complete the matters set out in the AHD Acquisition Agreement;

(d) Third party approvals : the Parties obtaining all necessary third party approvals, consents and waivers to lawfully complete the matters set out in the AHD Acquisition Agreement; and (e) Financial position: Each of the AHD Entities extinguishing all debts and liabilities (existing, contingent or otherwise) on or before the date that the last of the other Conditions Precedent is satisfied (or waived by the Company). If any of the Conditions Precedent are not satisfied or waived by the Company on or before the End Date or such later date as otherwise agreed by the Parties in writing, then any Party may by notice in writing to the other Parties terminate the AHD Acquisition Agreement with immediate effect at which time the AHD Acquisition Agreement shall be deemed to be at an end. Consideration In consideration for the Acquisition, the Company will issue a total of 2,125,000 Shares ( Consideration Shares ) to the AHD Vendors in proportion to their shareholding in the Group Entities.

The AHD Acquisition Agreement otherwise contains provisions considered standard for an agreement of its nature (including rights and obligations of the Parties, mutual representations and warranties, exclusivity provisions and confidentiality provisions).

8.1.2 SRR Acquisition Agreement

The Company has executed a binding terms sheet with Silver Range Resources Limited ( SRR ), a company listed on the TSX Venture Exchange, to earn up to a 100% interest in the claims ( Claims ) within the Black River – Contwoyto Gold Belt of Western Nunavut, Canada making up the South Kitikmeot Project ( SRR Acquisition Agreement ). Silver Range is the 100% owner of the South Kitikmeot Project.

Project	South Kitikmeot Project
Name of Contract	SRR Acquisition Agreement
Parties	Company SRR
Date of Contract	4 August 2021 (Execution Date).
End Date	31 December 2021 (End Date).
Option	SRR has granted to the Company an exclusive option to acquire up to a 100% interest in the South Kitikmeot Project (Option). The Option is exercisable by the Company at any time following satisfaction of the Conditions Precedent and ending on the End Date.
Conditions Precedent	Exercise of the Option is first subject to the satisfaction or waiver of the following conditions precedent (Conditions Precedent): (a) Due Diligence: the Company confirming in writing to SRR that it is satisfied, at its absolute discretion, with its financial, legal and technical due diligence on the South Kitikmeot Project;

==> picture [81 x 319] intentionally omitted <==

(b) Initial Public Offering : the Company preparing a prospectus and lodging the prospectus with the ASIC to complete a capital raising (on terms and conditions satisfactory to the Company) to support an application to list on the ASX and receiving valid acceptances under the prospectus to the value of not less than $5,000,000 ( IPO );

ASX conditional approval : the Company receiving conditional approval in writing from the ASX to admit the Company to the official list of the ASX on terms acceptable to the Company;

(c)

(d) Regulatory approvals : the Parties obtaining all necessary corporate, governmental and regulatory approvals, consents and waivers pursuant to the ASX Listing Rules, the Corporations Act 2001 (Cth) and any other applicable law to lawfully complete the matters set out in the SRR Acquisition Agreement; and

(e) Third party approvals : the Parties obtaining all necessary third party approvals, consents and waivers to lawfully complete the matters set out in the SRR Acquisition Agreement.

If any of the Conditions Precedent are not satisfied or waived by the Company on or before the End Date or such later date as otherwise agreed by the Parties in writing, then either Party may by notice in writing to the other Party terminate the SRR Acquisition Agreement with immediate effect at which time the SRR Acquisition Agreement shall be deemed to be at an end.

Consideration In consideration for SRR granting the Company a right to acquire an interest in the South Kitikmeot Project, the Company agrees to pay and grant to SRR the following:

(a) $25,000 within 5 business days of satisfaction of the Conditions Precedent;
(b) $200,000 upon definition of a JORC compliant inferred resource on the Project of at least 500,000 ounces at an average grade of 1.8g/t with a cut-off grade of at least 1.8g/t;
(c) $200,000 upon definition of a JORC compliant inferred resource on the Project of at least 1,000,000 ounces at an average grade of 1.6g/t with a cut-off grade of at least 1.6g/t; and
(d) the Royalty (as defined below).

			(c) $200,000 upon definition of a JORC compliant inferred resource on the Project of at least 1,000,000 ounces at an average grade of 1.6g/t with a cut-off grade of at least 1.6g/t; and (d) the Royalty (as defined below).
	Royalty		The Company shall grant to SRR a 2% net smelter return royalty on the
			South Kitikmeot Project and any additional claims acquired within
			10km of the outer perimeter of the South Kitikmeot Project (as
			adjusted from time to time) (Royalty), provided that the Company
			shall have a right to buy-back 50% of the Royalty (being a 1% net
			smelter return royalty) at any time after acquiring the Stage 3 Interest
			by either (at the Company’s election):
			(a) making a cash payment to SRR of $1,500,000; or
			(b) issuing Shares to the value of $1,500,000 at a deemed issue
			price equal to the volume weighted average price of
			Shares over the 5 trading days following the Company
			electing to buy-back the Royalty.
	Earn-in		Following the satisfaction or waiver of all Conditions Precedent, the
	Requirements		Company may earn up to a 90% interest in the South Kitikmeot Project
			as follows:
			(a) the Company may earn an initial 51% interest in the South
			Kitikmeot Project byspendingA$1,500,000 on the South

==> picture [81 x 139] intentionally omitted <==

Kitikmeot Project on or before 31 December 2024 ( Stage 1 Interest );

(b) the Company may earn an additional 15% interest (for a total interest of 66%) by spending an additional A$2,000,000 on the South Kitikmeot Project on or before 31 December 2027 ( Stage 2 Interest ); and (c) the Company may earn an additional 24% interest (which would take it to an aggregate 90% interest) by completing a preliminary feasibility study on any of the claims making up the South Kitikmeot Project ( PFS ) on or before 31 December 2037 ( Stage 3 Interest ).

Buy Out Option Upon completion of the PFS, the Company has an irrevocable option to acquire the remaining 10% interest in the South Kitikmeot Project ( Buy Out Option ), at the fair market value of such interest, to be determined by an independent qualified valuator in accordance with the Canadian Institute of Mining, Metallurgy and Petroleum CIMVAL Code.

Formation of In the event: Unincorporated (a) the Company earns the Stage 1 Interest but does not earn Joint Venture the Stage 2 Interest, a 51% (Company) : 49% (Silver Range) unincorporated joint venture will be deemed to have formed ( Joint Venture );
(b) the Company earns the Stage 2 Interest but does not earn the Stage 3 Interest, a 66% (Company) 34% (Silver Range) Joint Venture will be deemed to have formed; or
(c) the Company earns the Stage 3 Interest, a 90% (Company) 10% (Silver Range) Joint Venture will be deemed to have formed.

Expenditure and Dilution

Upon the formation of the Joint Venture, each Party must contribute to expenditure made or incurred in respect of the South Kitikmeot Project in proportion to their then interest ( Expenditure ). Where a Party fails to contribute to any Expenditure, its interest in the South Kitikmeot Project shall be diluted on a proportional basis using a customary dilution formula as set out below. On formation of the Joint Venture, for the purpose of calculating dilution, the historical Expenditure contribution of each Party will be deemed equal as set out below:

(a) the Company will be deemed to have expended 100% of all Expenditure incurred on the South Kitikmeot Project up to the deemed formation of the Joint Venture; and
(b) SRR will be deemed to have expended that equivalent amount of all Expenditure incurred by the Company as set out in clause (a) above.

For the avoidance of doubt, the diluting party’s ongoing interest shall equal the diluting party’s deemed and actual expenditure multiplied by 100, divided by the total deemed and actual expenditure of the parties to the Joint Venture:

==> picture [312 x 106] intentionally omitted <==

The SRR Acquisition Agreement otherwise contains provisions considered standard for an agreement of its nature (including rights and obligations of the Parties, mutual representations and warranties, exclusivity provisions, and confidentiality provisions).

8.2 Lead Manager Mandate – Sixty Two Capital

The Company has entered into a mandate with Sixty Two Capital Pty Ltd (ACN 611 480 169) ( Lead Manager or Sixty Two Capital ) dated 26 October 2021 pursuant to which Sixty Two Capital has agreed to act as Lead Manager for the Offer on the following terms and conditions ( Lead Manager Mandate or Mandate ):

Fees	Under the Mandate, the Company has agreed to: (a) pay the Lead Manager a capital raising of 6.0% of the gross proceeds raised under the Offer within 5 business days of Company listing on the ASX; and (b) issue an aggregate of 3,000,000 New Options to the Lead Manager, each with an exercise price of $0.30, expiring 3 years from the date of issue as part consideration for lead managing the Offer. The Company will also reimburse the Lead Manger for all reasonable out-of-pocket and travel expenses incurred in the provision of the services, provided that the Lead Manager must seek approval for any cost that exceeds $2,000.
Termination	The Mandate may be terminated by Sixty Two Capital or the Company by written notice with or without cause upon 7 days written notice to the other party.
Opportunity to Conduct Additional Engagements	After a successful listing on the ASX, the Company agrees to offer the Lead Manager the right of first refusal to act as the lead manager in any further equity capital raisings undertaken by the Company within 12 months of completion of the Offer. If during this 12 month period the Company issues any equity or debt interest to any party that was introduced to the Company by the Lead Manager under the Mandate, the Company must pay the Lead Manager a selling fee of 6.0% of the amount raised from the party introduced by the Lead Manager.

Fees

Under the Mandate, the Company has agreed to:
(a)
pay the Lead Manager a capital raising of 6.0% of the
gross proceeds raised under the Offer within 5 business
days of Company listing on the ASX; and
(b)
issue an aggregate of 3,000,000 New Options to the Lead
Manager, each with an exercise price of $0.30, expiring
3 years from the date of issue as part consideration for
lead managing the Offer.
The Company will also reimburse the Lead Manger for all
reasonable out-of-pocket and travel expenses incurred in the
provision of the services, provided that the Lead Manager must
seek approval for any cost that exceeds $2,000.

Termination

The Mandate may be terminated by Sixty Two Capital or the
Company by written notice with or without cause upon 7 days
written notice to the other party.

Opportunity to
Conduct
Additional
Engagements

After a successful listing on the ASX, the Company agrees to offer
the Lead Manager the right of first refusal to act as the lead
manager in any further equity capital raisings undertaken by the
Company within 12 months of completion of the Offer. If during
this 12 month period the Company issues any equity or debt
interest to any party that was introduced to the Company by the
Lead Manager under the Mandate, the Company must pay the
Lead Manager a selling fee of 6.0% of the amount raised from the
party introduced by the Lead Manager.

The Lead Manager Mandate contains such other terms considered standard for an agreement of its nature (including representations and warranties)

8.3 Agreements with Directors

The Proposed Directors are parties to the following arrangements with the Company:

(a) Hugh Callaghan has entered into a consultancy agreement with the Company to act in the capacity of Executive Director, with his consultancy services capable of being terminated by either party immediately for cause or on 2 months’ notice without cause (or payment in lieu thereof assuming 2 days per month of consultancy services are provided throughout the notice period);
(b) Agha Shahzad Pervez has entered into an appointment letter with the Company to act in the capacity of Non-Executive Chairman; and

(c) Christopher Gerteisen and Michael Melamed have each entered into an appointment letter with the Company to act in the capacity of NonExecutive Director.

The Proposed Directors will receive the remuneration set out in Section 7.4 and the Company has agreed to grant 2,000,000 New Options to each of the Proposed Directors, other than Michael Melamed, who will receive 1,000,000 New Options, as part of their respective remuneration packages as an equity-based incentive.

8.3.2 Deeds of indemnity, insurance and access

The Company has entered into a deed of indemnity, insurance and access with each of the Directors, including the Proposed Directors. Pursuant to each of these deeds, the Company has agreed to indemnify the Director, to the extent permitted by law, against certain liabilities arising as a result of the Director acting as an officer of the Company. In addition, the Company is also required to maintain insurance policies for the benefit of the Director against certain risks to which the Director is exposed as an officer of the Company and grant the Director the right to access certain books and records of the Company in permitted circumstances.

9. ADDITIONAL INFORMATION

9.1 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.

9.2 Corporate structure

The corporate structure of the Company as at listing on ASX is set out below:

==> picture [386 x 139] intentionally omitted <==

Prospective investors should note:

(a) Australian Prospecting Pty Ltd (ACN 640 413 841) was incorporated in Western Australia on 21 April 2020. The entity holds the Boddington West Project;
(b) Hubble Resources Pty Ltd (ACN 640 486 620) was incorporated in Western Australia on 24 April 2020. The entity holds the Bindoon Project; and
(c) Dig Ore Pty Ltd (ACN 636 682 310) was incorporated in New South Wales on 8 October 2019. The entity holds the Poochera and Smoky Projects.

It is also anticipated that the Company will incorporate a Canadian subsidiary to hold the claims making up the South Kitikmeot Project.

9.3 Rights and liabilities attaching to Shares

The following is a summary of the more significant rights and liabilities attaching to the Shares being offered pursuant to this Prospectus. 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 and liabilities 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 of the Company.

(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;
(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; and
(iii) on a poll, every person present who is a Shareholder or a proxy, attorney or representative of a Shareholder shall, 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 each Share held, but in respect of partly paid shares shall have such number of votes as bears the same proportion to the total of such Shares registered in the Shareholder’s name as the amount paid (not credited) bears to the total amounts paid and payable (excluding amounts credited).

(c)

Dividend rights

Subject to 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 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.

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 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) Winding-up

If the Company is wound up, the liquidator may, with the authority of a special resolution, 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.

The liquidator may, with the authority of a special resolution, 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.

(e) Shareholder liability

As the Shares issued will be fully paid shares, they will not be subject to any calls for money by the Directors and will therefore not become liable for forfeiture.

(f) Transfer of shares

Generally, shares in the Company are freely transferable, 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 and the ASX Listing Rules.

(g) Future increase in capital

The issue of any new Shares is under the control of the Directors of the Company. Subject to restrictions on the issue or grant of securities contained in the ASX Listing Rules, the Constitution and the Corporations Act (and without affecting any special right previously conferred on the holder of an existing share or class of shares), the Directors may issue Shares as they shall, in their absolute discretion, determine.

(h) Variation of rights

Under 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

In accordance with the Corporations Act, 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.

9.4 Terms and conditions of existing Options and New Options

The terms and conditions of the Options currently on issue and the New Options to be issued as detailed in this Prospectus are set out below:

(a) Entitlement

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

(b) Exercise Price

Subject to paragraph (j) the amount payable upon exercise of each Option will be $0.30 ( Exercise Price ).

(c) Expiry Date

Existing Options

Each Option will expire at 5:00 pm (WST) on:

(i) with respect to the Existing Options, 29 April 2024; and
(ii) with respect to the New Options, on the date that is 3 years from the date of issue,

( Expiry Date ). An Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

(d) Exercise Period

The Options are exercisable at any time on or prior to the Expiry Date ( Exercise Period ).

(e) Notice of Exercise

The Options may be exercised during the Exercise Period by notice in writing to the Company in the manner specified on the Option certificate ( Notice of Exercise ) and payment of the Exercise Price for each Option being exercised in Australian currency by electronic funds transfer or other means of payment acceptable to the Company.

(f) Exercise Date

A Notice of Exercise is only effective on and from the later of the date of receipt of the Notice of Exercise and the date of receipt of the payment of the Exercise Price for each Option being exercised in cleared funds ( Exercise Date ).

(g) Timing of issue of Shares on exercise

Within 5 Business Days after the latter of the following:

(i) Exercise Date; and
(ii) when excluded information in respect to, the Company (as defined in section 708A(7) of the Corporations Act) (if any) ceases to be excluded information,

but in any case, not later than 20 Business Days after the Exercise Date, the Company will:

(iii) issue the number of Shares required under these terms and conditions in respect of the number of Options specified in the Notice of Exercise and for which cleared funds have been received by the Company;

(iv) if required, give ASX a notice that complies with section 708A(5)(e) of the Corporations Act, or, if the Company is unable to issue such a notice, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors; and
(v) if admitted to the official list of ASX at the time, apply for official quotation on ASX of Shares issued pursuant to the exercise of the Options.

If a notice delivered under paragraph (g)(iv) above for any reason is not effective to ensure that an offer for sale of the Shares does not require disclosure to investors, the Company must, no later than 20 Business Days after becoming aware of such notice being ineffective, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors.

(h) Shares issued on exercise

Shares issued on exercise of the Options rank equally with the then issued shares of the Company.

(i) Quotation of Shares issued on exercise

If admitted to the official list of ASX at the time, application will be made by the Company to ASX for quotation of the Shares issued upon the exercise of the Options.

(j) Reconstruction of capital

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

(k) Participation in new issues

There are no participation rights or entitlements inherent in the Options and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options without exercising the Options.

(l) Change in exercise price

An Option does not confer the right to a change in Exercise Price or a change in the number of underlying securities over which the Option can be exercised.

(m) Transferability

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

9.5 Employee Securities Incentive Plan

The Company has adopted an Employee Securities Incentive Plan ( Plan ). The principal terms of the Plan are summarised below:

(a) Eligible Participant

Eligible Participant means a person who is a full-time or part-time employee, officer, or contractor of the Company, or an Associated Body Corporate (as defined in ASIC Class Order 14/1000), or such other person who has been determined by the Board to be eligible to participate in the Plan from time to time.

The Company will seek Shareholder approval for Director and related party participation in accordance with ASX Listing Rule 10.14.

(b) Purpose

The purpose of the Plan is to:

(i) assist in the reward, retention and motivation of Eligible Participants;
(ii) link the reward of Eligible Participants to Shareholder value creation; and
(iii) align the interests of Eligible Participants with shareholders of the Group (being the Company and each of its Associated Bodies Corporate), by providing an opportunity to Eligible Participants to receive an equity interest in the Company in the form of Securities.

(c) Plan administration

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

(d) Eligibility, invitation and application

The Board may from time to time determine that an Eligible Participant may participate in the Plan and make an invitation to that Eligible Participant to apply for Securities on such terms and conditions as the Board decides.

On receipt of an Invitation, an Eligible Participant may apply for the Securities the subject of the invitation by sending a completed application form to the Company. The Board may accept an application from an Eligible Participant in whole or in part.

If an Eligible Participant is permitted in the invitation, the Eligible Participant may, by notice in writing to the Board, nominate a party in whose favour the Eligible Participant wishes to renounce the invitation.

(e) Grant of Securities

The Company will, to the extent that it has accepted a duly completed application, grant the Participant the relevant number of Securities,

subject to the terms and conditions set out in the invitation, the Plan rules and any ancillary documentation required.

(f)

Terms of Convertible Securities

Each 'Convertible Security' represents a right to acquire one or more Shares (for example, under an option or performance right), subject to the terms and conditions of the Plan. Prior to a Convertible Security being exercised a Participant does not have any interest (legal, equitable or otherwise) in any Share the subject of the Convertible Security by virtue of holding the Convertible Security. A Participant may not sell, assign, transfer, grant a security interest over or otherwise deal with a Convertible Security that has been granted to them unless otherwise determined by the Board. A Participant must not enter into any arrangement for the purpose of hedging their economic exposure to a Convertible Security that has been granted to them.

(g) Vesting of Convertible Securities

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

(h) Exercise of Convertible Securities and cashless exercise

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

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 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; committed an act which has brought the Company, the Group or any entity within the Group into disrepute, or wilfully breached his or her duties to the Group or where a Participant is convicted of an offence in connection with the affairs of the Group; or has a judgment entered against him or her in any civil proceedings in respect of the contravention by the Participant of his or her duties at law, in equity or under statute, in his or her capacity as an employee, consultant or officer of the Group, the Board may in its discretion deem all unvested Convertible Securities held by that Participant to have been forfeited.

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

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

(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 provided that, in respect of Convertible Securities, the maximum number of Convertible Securities (that have not yet been exercised) that the Board may determine will vest and be exercisable into Shares under this Rule is that number of Convertible Securities that is equal to 10% of the Shares on issue immediately following vesting under this Rule, which as far as practicable will be allocated between holders on a pro-rata basis on the basis of their holdings of Convertible Securities on the date of determination of vesting.

(l) Rights attaching to Plan Shares

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

(m) Disposal restrictions on Plan Shares

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

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

(i) transfer, encumber or otherwise dispose of, or have a security interest granted over that Plan Share; or
(ii) take any action or permit another person to take any action to remove or circumvent the disposal restrictions without the express written consent of the Company.

(n) Adjustment of Convertible Securities

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

If Shares are issued by the Company by way of bonus issue (other than an issue in lieu of dividends or by way of dividend reinvestment), the holder of Convertible Securities is entitled, upon exercise of the Convertible Securities, to receive an issue 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) Compliance with applicable law

No Security may be offered, granted, vested or exercised if to do so would contravene any applicable law. In particular, the Company must have reasonable grounds to believe, when making an invitation in reliance of ASIC Class Order 14/1000, that the total number of Plan Shares that may be issued upon exercise of Convertible Securities offered under an invitation, when aggregated with the number of Shares issued or that may be issued as a result of offers made at any time during the previous three year period under:

(i) an employee incentive scheme of the Company covered by ASIC Class Order 14/1000; or
(ii) an ASIC exempt arrangement of a similar kind to an employee incentive scheme,

but disregarding any offer made or securities issued in the capital of the Company by way of or as a result of:

(iii) an offer to a person situated at the time of receipt of the offer outside Australia;
(iv) an offer that did not need disclosure to investors because of section 708 of the Corporations Act (exempts the requirement for a disclosure document for the issue of securities in certain circumstances to investors who are deemed to have sufficient investment knowledge to make informed decisions, including professional investors, sophisticated investors and senior managers of the Company); or
(v) an offer made under a disclosure document,

would not exceed 5% (or such other maximum permitted under any applicable law) of the total number of Shares on issue at the date of the invitation.

(q) Maximum number of Securities

The Company will not make an invitation under the Plan if the number of Plan Shares that may be issued, or acquired upon exercise of Convertible Securities offered under an invitation, when aggregated with the number of Shares issued or that may be issued as a result of all invitations under the Plan, will exceed 5% of the total number of issued Shares at the date of the invitation.

(r) Amendment of Plan

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

No amendment to any provision of the Plan rules may be made if the amendment materially reduces the rights of any Participant as they existed before the date of the amendment, other than an amendment introduced primarily for the purpose of complying with legislation or to

correct manifest error or mistake, amongst other things, or is agreed to in writing by all Participants.

(s) Plan duration

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

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

(t) Income Tax Assessment Act

The Plan is a plan to which Subdivision 83A-C of the Income Tax Assessment Act 1997 (Cth) applies (subject to the conditions in that Act).

(u) Maximum number of equity securities proposed to be issued under the Plan

For the purposes of ASX Listing Rule 7.2 (Exception 13(a)), the maximum number of equity securities proposed to be issued under the Plan will not exceed 10% of the total number of Shares on issue on completion of the Offer.

This maximum figure simply represents a ceiling on the number of equity securities that will be issued under the Plan and is not a confirmation of the actual number of equity securities the Company intends to issue under the Plan.

9.6 ASIC relief and ASX waivers and confirmations

ASIC Class Order [CO 13/520] provides the Company relief from section 606 of the Corporations Act so that the takeovers provisions of the Corporations Act will not apply to certain relevant interests that the Company would otherwise acquire in escrowed Shares by reason of the escrow arrangements described in Section 5.8.

The Company has sought in-principle advice from ASX with respect to the ability for the Company to pay cash as consideration under the SRR Acquisition Agreement, which was granted by ASX to permit all cash payments being made to SRR under the SRR Acquisition Agreement.

The Company has not otherwise obtained any waivers or confirmations from the ASX in relation to the Offer.

9.7 Interests of Directors

Other than as set out in this Prospectus, no Director or proposed Director holds, or has held within the 2 years preceding lodgement of this Prospectus with the ASIC, any interest in:

(a) the formation or promotion of the Company;

(b) any property acquired or proposed to be acquired by the Company in connection with:
(i) its formation or promotion; or
(ii) the Offer; or
(c) the Offer,

and no amounts have been paid or agreed to be paid and no benefits have been given or agreed to be given to a Director or proposed Director:

(d) as an inducement to become, or to qualify as, a Director; or
(e) for services provided in connection with:
(i) the formation or promotion of the Company; or
(ii) the Offer.

9.8 Interests 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 2 years preceding lodgement of this Prospectus with the ASIC, any interest in:

(d) the formation or promotion of the Company;
(e) any property acquired or proposed to be acquired by the Company in connection with:
(i) its formation or promotion; or
(ii) the Offer; or
(f) the Offer,

and no amounts have been paid or agreed to be paid and no benefits have been given or agreed to be given to any of these persons for services provided in connection with:

(g) the formation or promotion of the Company; or
(h) the Offer.

Mining Insights Pty Ltd has acted as Independent Geologist and has prepared the Independent Geologist’s Report which is included in Annexure A. The Company estimates it will pay Mining Insights Pty Ltd a total of $49,000 (excluding GST) for

these services. During the 24 months preceding lodgement of this Prospectus with the ASIC, Mining Insights Pty Ltd has not received fees from the Company for any other services.

Hall Chadwick WA Audit Pty Ltd has acted as Investigating Accountant and has prepared the Investigating Accountant’s Report which is included in Annexure D. The Company estimates it will pay Hall Chadwick WA Audit Pty Ltd a total of $9,000 (excluding GST) for these services. During the 24 months preceding lodgement of this Prospectus with the ASIC, Hall Chadwick WA Audit Pty Ltd will be paid $14,000 (excluding GST) in fees from the Company for audit services as set out below.

Hall Chadwick WA Audit Pty Ltd (formerly Bentleys Audit & Corporate (WA) Pty Ltd) is acting as the Company’s Auditor and has completed the audit of the Company’s financial statements for the financial years ended 30 June 2019, 2020 and 2021 and the AHD Entities’ financial statements for the period from incorporation to 30 June 2021, for which the Company will pay an aggregate sum of $14,000. During the 24 months preceding lodgement of this Prospectus with the ASIC, the Company has not otherwise paid fees to Hall Chadwick WA Audit Pty Ltd.

Sixty Two Capital Pty Ltd has acted as Lead Manager to the Offer. The Company will pay Sixty Two Capital Pty Ltd a capital raising fee of 6% plus GST of the total funds raised under the Offer in addition to the issue of 3,000,000 New Options. Further details in relation to the Lead Manager Mandate with Sixty Two Capital Pty Ltd are summarised in Section 8.2. During the 24 months preceding lodgement of this Prospectus with the ASIC, the Company has paid Sixty Two Capital Pty Ltd a fee of $15,000 (excluding GST) for the provision of lead manager and advisory services associated with a pre-IPO capital raising completed to raise $250,000 (excluding GST).

Steinepreis Paganin has acted as the Australian legal adviser to the Company in relation to the Offer. The Company estimates it will pay Steinepreis Paganin $100,000 (excluding GST) for these services. Subsequently, fees will be charged in accordance with normal charge out rates. During the 24 months preceding lodgement of this Prospectus with the ASIC, the Company has paid Steinepreis Paganin $28,639 (excluding GST and disbursements) for the provision of legal services.

Fasken Martineau DuMoulin LLP has prepared the Canadian Title Report in relation to the South Kitikmeot Gold Project which is included in Annexure B. The Company estimates it will pay Fasken Martineau DuMoulin LLP $28,000 (excluding applicable taxes) for these services. Subsequently, fees will be charged in accordance with normal charge out rates. During the 24 months preceding lodgement of this Prospectus with the ASIC, Fasken Martineau DuMoulin LLP has not received fees from the Company for any other services.

Hetherington Legal has prepared the Australian Title Report in relation to the AHD Projects which is included in Annexure C. The Company estimates it will pay Hetherington Legal $7,500 (inclusive of GST) for these services. Subsequently, fees will be charged in accordance with normal charge out rates. During the 24 months preceding lodgement of this Prospectus with the ASIC, Hetherington Legal has not received fees from the Company for any other services.

9.9 Consents

Chapter 6D of the Corporations Act imposes a liability regime on the Company (as the offer or of the Shares), the Directors, any persons named in this Prospectus with their consent as proposed Directors, any underwriters, persons named in this

Prospectus with their consent having made a statement in this Prospectus and persons involved in a contravention in relation to this Prospectus, with regard to misleading and deceptive statements made in this Prospectus. Although the Company bears primary responsibility for this Prospectus, the other parties involved in the preparation of this Prospectus can also be responsible for certain statements made in it.

Each of the parties referred to in this Section:

(a) does not make, or purport to make, any statement in this Prospectus other than those referred to in this Section;
(b) in light of the above, only 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; and
(c) has not withdrawn its consent prior to the lodgement of this Prospectus with the ASIC.

Mining Insights Pty Ltd has given its written consent to being named as Independent Geologist in this Prospectus and to the inclusion of the Independent Geologist’s Report in Annexure A in the form and context in which the report is included.

Hall Chadwick WA Audit Pty Ltd 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 Annexure D in the form and context in which the information and report is included.

Hall Chadwick WA Audit Pty Ltd has given its written consent to being named as auditor of the Company in this Prospectus and the inclusion of the audited financial information of the Company contained in the Investigating Accountant’s Report included in Annexure D in the form and context in which it appears.

Sixty Two Capital Pty Ltd has given its written consent to being named as the Lead Manager to the Offer in this Prospectus.

Steinepreis Paganin has given its written consent to being named as the Australian legal adviser to the Company in relation to the Offer in this Prospectus.

Fasken Martineau DuMoulin LLP has given its written consent to being named as the Canadian legal adviser to the Company in this Prospectus and the inclusion of the Canadian Title Report in relation to the South Kitikmeot Gold Project in Annexure B in the form and context in which the report is included.

Hetherington Legal has given its written consent to being named as a legal adviser to the Company and the inclusion of the Australian Title Report in relation to the AHD Projects in Annexure C in the form and context in which it appears.

Automic Pty Ltd has given its written consent to being named as the share registry to the Company in this Prospectus.

9.10 Expenses of the Offer

The total expenses of the Offer (excluding GST) are estimated to be approximately $563,976 for Minimum Subscription or $596,721 for Full Subscription and are expected to be applied towards the items set out in the table below:

Item of Expenditure	Minimum Subscription ($)	Full Subscription ($)
ASIC fees	$3,206	$3,206
ASX fees	$60,677	$63,421
Lead Manager Fees1	$300,000	$330,000
Legal Fees	$135,500	$135,500
Independent Geologist’s Fees	$49,000	$49,000
Investigating Accountant’s Fees	$9,000	$9,000
Miscellaneous	$7,500	$7,500
TOTAL	$563,976	$596,721

Notes:

Refer to Section 8.2 for a summary of the terms of the Lead Manager Mandate. Prospective investors should note that the Lead Manager (or its nominees) will also be issued 3,000,000 New Options on the terms set out in Section 9.4.

10. DIRECTORS’ 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 and Proposed Director has consented to the lodgement of this Prospectus with the ASIC.

Nicholas Young Director

For and on behalf of Viridis Mining and Minerals Limited

11. GLOSSARY

Where the following terms are used in this Prospectus they have the following meanings:

$ means an Australian dollar.

Acquisition Agreements means the AHD Acquisition Agreement and the SRR Acquisition Agreement as summarised at Section 8.1, or any one of them as the context requires.

AHD Acquisition Agreement means the agreement entered into between Viridis, the AHD Vendors and the AHD Entities as summarised at Section 8.1.1.

AHD Entities means Australian Prospecting Pty Ltd (ACN 640 413 841), Hubble Resources Pty Ltd (ACN 640 486 620) and Dig Ore Pty Ltd (ACN 636 682 310).

AHD Projects means the Boddington West, Bindoon, Poochera and Smoky Projects.

AHD Vendors means Four Cores Pty Ltd (ACN 644 569 844), Chunyan Niu and Aerobotics Pty Ltd (ACN 618 811 760).

Application Form means the application form attached to or accompanying this Prospectus relating to the Offer.

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 means the official listing rules of ASX.

Board means the board of Directors as constituted from time to time.

Broker means any participating organisation selected by the Lead Manager and the Company to act as a broker to the Offer.

Business Days means Monday to Friday inclusive, except New Year’s Day, Good Friday, Easter Monday, Christmas Day, Boxing Day, and any other day that ASX declares is not a business day.

CHESS means the Clearing House Electronic Subregister System operated by ASX Settlement.

Closing Date means the closing date of the Offer as set out in the indicative timetable in the Key Offer Information Section (subject to the Company reserving the right to extend the Closing Date or close the Offer early).

Company or Viridis means Viridis Mining and Minerals Limited (ACN 121 969 819).

Conditions has the meaning set out in Section 4.7.

Constitution means the constitution of the Company.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the directors of the Company at the date of this Prospectus.

Employee Securities Incentive Plan has the meaning set out in Section 9.5.

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.

Full Subscription means the maximum amount to be raised under the Offer, being $5,500,000.

JORC Code has the meaning given in the Important Notice Section.

Lead Manager means Sixty Two Capital Pty Ltd (ACN 611 480 169).

Lead Manager Mandate means the agreement entered into between the Company and the Lead Manager summarised in Section 8.2.

Minimum Subscription means the minimum amount to be raised under the Offer, being $5,000,000.

New Option means an Option issued on the terms and conditions set out in Section 9.4.

Offer means the offer of Shares pursuant to this Prospectus as set out in Section 4.1.

Offer Price means $0.20 per Share.

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, including an Existing Option and a New Option.

Optionholder means a holder of an Option.

Pre-IPO Placement means the pre-IPO capital raising completed by the Company in April 2021 pursuant to which the Company raised $250,000 through the issue of 1,388,896 Shares at an issue price of $0.18, together with 694,448 attaching Options (being the Existing Options).

Projects means the South Kitikmeot, Bindoon, Boddington West, Poochera and Smoky Projects and as detailed in Section 5.2, or any one or more of them as the context requires, and specific reference to any one of them shall be read as a reference to that Project, as further described in Sections 5.2.1 to 5.2.5.

Prospectus means this prospectus.

Recommendations has the meaning set out in Section 7.6.

Section means a Section of this Prospectus.

Securities means Shares and/or Options.

Share means a fully paid ordinary share in the capital of the Company.

Shareholder means a holder of Shares.

Silver Range Resources or SRR means Silver Range Resources Limited (a company incorporated under the laws of British Columbia).

SRR Acquisition Agreement means the agreement entered into between Viridis and Silver Range Resources as summarised at Section 8.1.2.

US means United States of America.

WST means Western Standard Time as observed in Perth, Western Australia.

ANNEXURE A – INDEPENDENT GEOLOGIST’S REPORT

==> picture [169 x 799] intentionally omitted <==

Independent Geologist Report Prepared for

Viridis Mining and Minerals Limited

Report Prepared by

==> picture [199 x 78] intentionally omitted <==

November 2021

Independent Geologist Report

==> picture [107 x 42] intentionally omitted <==

Viridis Mining and Minerals Limited

Independent Geologist Report – South Kitikmeot, Boddington West, Bindoon, Poochera and Smoky Projects

Mining Insights Pty Ltd (Mining Insights)

109 Delaney Circuit, Carindale, QLD 4152, Australia Website: www.mininginsights.com.au E-mail: [email protected] Phone: (07) 3349 7484

8 November 2021

Project Number 21017

Independent Geologist

==> picture [109 x 38] intentionally omitted <==

BSc (Geology), MSc (Mining Geology) MAusIMM Mining Insights Pty Ltd.

Peer Review

==> picture [110 x 37] intentionally omitted <==

BEng (Minerals Eng.), Master of Applied Finance MAusIMM, GAICD Mining Insights Pty Ltd.

Independent Geologist Report

==> picture [107 x 42] intentionally omitted <==

Executive	Executive	Summary ............................................................................................... 8
1.	Introduction ................................................................................................. 13
	1.1.	Scope ..................................................................................................................13
	1.2.	Compliance with JORC and VALMIN Code .......................................................13
	1.3.	Data Sources ......................................................................................................14
	1.4.	Site Visit ..............................................................................................................14
	1.5.	Tenement Status Verification .............................................................................14
	1.6.	Independence .....................................................................................................15
	1.7.	Disclaimer and Warranty ....................................................................................15
	1.8.	Competent Person Statement ............................................................................16
	1.9.	Consent ..............................................................................................................16
2.	Overview of Viridis Mining and Minerals and its assets .......................... 17
	2.1.	Introduction to Viridis Mining and Minerals .........................................................17
	2.2.	Company Strategy ..............................................................................................17
	2.3.	Tenure ................................................................................................................19
3.	South Kitikmeot Gold Project .................................................................... 21
	3.1.	Introduction .........................................................................................................21
	3.2.	Location, Access & Topography .........................................................................21
	3.3.	Climate, Topography, Flora and Fauna ..............................................................22
	3.4.	Regional Geology ...............................................................................................23
	3.5.	Park Place Property (covering Esker Lake, Gold Bug and Bling claims) ...........25
		3.5.1. Esker Lake ...............................................................................................26
		3.5.2. Gold Bug...................................................................................................28
		3.5.3. Bling ..........................................................................................................30
	3.6.	Uist Property .......................................................................................................32
	3.7.	Lupin Area Property (covering Hiqiniq and Ujaraq claims).................................33
	3.8.	Qannituq Property...............................................................................................34
	3.9.	Prospectivity .......................................................................................................36
4.	Boddington West Project ........................................................................... 37
	4.1.	Introduction .........................................................................................................37

Independent Geologist Report

==> picture [107 x 42] intentionally omitted <==

	4.2.	Location, Access & Topography .........................................................................37
	4.3.	Regional Geology ...............................................................................................37
	4.4.	Local Geology .....................................................................................................39
	4.5.	Previous Exploration ...........................................................................................40
	4.6.	Prospectivity and Exploration Potential ..............................................................43
5.	Bindoon Project .......................................................................................... 44
	5.1.	Introduction .........................................................................................................44
	5.2.	Location, Access & Topography .........................................................................44
	5.3.	Regional Geology ...............................................................................................45
	5.4.	Previous Exploration ...........................................................................................46
	5.5.	Prospectivity and Exploration Potential ..............................................................49
6.	Poochera Kaolin-Halloysite Project ........................................................... 50
	6.1.	Location, Access & Topography .........................................................................50
	6.2.	Regional Geology ...............................................................................................50
	6.3.	Geology and formation of Halloysite-Kaolinite ...................................................52
	6.4.	Local Geology .....................................................................................................54
	6.5.	Mineralisation ......................................................................................................54
	6.6.	Previous Exploration ...........................................................................................55
	6.7.	Exploration Potential ...........................................................................................55
7.	Smoky Kaolin-Halloysite Project ............................................................... 56
	7.1.	Location, Access & Topography .........................................................................56
	7.2.	Regional Geology ...............................................................................................56
	7.3.	Local Geology .....................................................................................................58
	7.4.	Previous Exploration ...........................................................................................59
	7.5.	Exploration Potential ...........................................................................................59
8.	Project Risks ............................................................................................... 61
	8.1.	Mining Approvals, tenure and Permits................................................................61
	8.2.	Exploration Risk ..................................................................................................61
	8.3.	Resources & Reserve Risk .................................................................................61
	8.4.	Processing Risk ..................................................................................................61
	8.5.	Environmental Risks ...........................................................................................61

Independent Geologist Report

==> picture [107 x 42] intentionally omitted <==

8.6. Commodity Price Risk ........................................................................................62
8.7. Development and Operations Risk .....................................................................62
9. Proposed Exploration Program ................................................................. 63
10. Conclusions ................................................................................................ 65
11. References .................................................................................................. 66
Appendix A: JORC Code, 2012 Table 1 .............................................................. 70
South Kitikmeot Gold Project ........................................................................................70
Boddington West Project ..............................................................................................73
Appendix B: South Kitikmeot Gold Project ........................................................ 77
Appendix C: Boddington West South Drill-hole Information ............................ 79
List of Figures
Figure 2:1 Viridis Mining and Minerals - Canadian Project ................................... 18
Figure 2:2 Viridis Mining and Minerals – Australian Projects ................................ 19
Figure 3:1 South Kitikmeot Gold Project – Tenement Location (yellow stars) along with
neighbouring Projects (Red circles) ........................................................................ 21
Figure 3:2 South Kitikmeot Gold Project (in orange) with Neighbouring Major Projects (in red)
23
Figure 3:3 South Kitikmeot Gold Project – Gold Hosted Beechey Lake Formation25
Figure 3:4 Park Place – Geology ......................................................................... 26
Figure 3:5 Esker Lake – Geology ......................................................................... 27
Figure 3:6 Esker Lake – Drilling ............................................................................ 28
Figure 3:7 Gold Bugs Property.............................................................................. 29
Figure 3:8 Bling Property ...................................................................................... 30
Figure 3:9 Bling – Geology and Surface Gold Grades .......................................... 31
Figure 3:10 Uist – Surface Gold Grades .............................................................. 33
Figure 3:11 Hiqiniq and Ujaraq Property - Location and Prospects ...................... 34
Figure 3:12 Qannituq - Location........................................................................... 35
Figure 4:1 Boddington West Project – Location & Access .................................... 37
Figure 4:2 Terranes of the south-western Yilgarn Crator...................................... 38
Figure 4:3 Boddington West Project – GSWA 1:500K geology ............................ 40

Independent Geologist Report

==> picture [107 x 42] intentionally omitted <==

Figure 4:4 Boddington West Project - location of neighbouring Boddington Mine. 40 Figure 4:5 Boddington West Project – Magnetic Intensity .................................... 41 Figure 4:6 Boddington West Project - location of Surface Geochemistry ............. 41 Figure 4:7 Boddington West Project - location of Drill holes ................................. 42 Figure 5:1 Bindoon Project – Location & Access ................................................. 44 Figure 5:2 Bindoon Project – GSWA 1:500K geology .......................................... 46 Figure 5:3 Bindoon South Sub-Project – Bedrock Geology .................................. 47 Figure 5:4 Bindoon South and Central Sub-Project – GSWA Radiometric ........... 47 Figure 5:5 Bindoon Central Sub-Project – GSWA Aster Ferric Oxide................... 48 Figure 5:6 Bindoon North Sub-Project – Bedrock Geology .................................. 48 Figure 5:7 Bindoon Project – GSWA Gravity ........................................................ 49 Figure 6:1 Poochera Project – Location & Access ............................................... 50 Figure 6:2 Poochera Project –SARIG 5M Regional geology ................................ 51 Figure 6:3 Typical Section through Eyre Peninsula Geology ................................ 52 Figure 6:4 Geological setting of halloysite deposits formed by acid groundwater at the Camel Lake site, near Maralinga, South Australia ............................................................. 53 Figure 6:5 Poochera – Neighbouring Kaolin-Halloysite Deposits ......................... 54 Figure 7:1 Smoky Project – Location & Access .................................................... 56 Figure 7:2 Smoky Project – NSW Minview Regional Geology .............................. 57 Figure 7:3 Smoky Project – Location of Historical Halloysite Quarry (Red Circle) 58 Figure 7:4 Smoky Project – Local Geology with Halloysite Quarry at SW Corner and drilling location (red circle) ................................................................................................. 59

List of Tables

Table 2:1 Mineral Tenement Licence Schedule – Canada ................................... 19 Table 2:2 Mineral Tenement Licence Schedule – Australia ................................. 20 Table 3:1 Regional stratigraphy ........................................................................... 24 Table 9:1 Exploration Expenditure Budget ........................................................... 63 Table 9:2 Exploration Expenditure Summary ....................................................... 64

Independent Geologist Report

==> picture [107 x 42] intentionally omitted <==

Key Abbreviations

$ or AUD Australian Dollar AS Australian Standards AusIMM Australasian Institute of Mining and Metallurgy ha Hectare(s) JORC 2012 Edition of the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves, Australasian Institute of Mining and Metallurgy, Australian Institute of Geoscientists, and Mineral Council of Australia K Thousand km Kilometres(s) km[2] Square kilometre(s) M Million Mt Millions of tonnes Mineral A ‘Mineral Resource’ is a concentration or occurrence Resource of solid material of economic interest in or on the Earth’s crust in such form, quality, and quantity that there are reasonable prospects for eventual economic extraction. The location, quantity, quality, continuity, and other geological characteristics of a Mineral Resource are known, estimated, or interpreted from specific geological evidence and knowledge, including sampling. Mineral Resources are sub-divided, in order of increasing geological confidence, into Inferred, Indicated, and Measured categories . Mtpa Millions of tonnes per annum Ore An ‘Ore Reserve’ is the economically mineable part of a Measured and/or Indicated Coal Resource. It Reserve includes diluting materials and allowances for losses, which may occur when the material is mined or extracted and is defined by studies at Pre-Feasibility or Feasibility level as appropriate that include the application of Modifying Factors. Such studies demonstrate that, at the time of reporting, extraction could reasonably be justified. The reference point at which Reserves are defined, usually, the point where Ore is delivered to the processing plant must be stated. It is important that, in all situations where the reference point is different, such as for a saleable product, a clarifying statement is included to ensure that the reader is fully informed as to what is being reported. Mining Insights Mining Insights Pty Ltd. Viridis Mining and Minerals or Company Viridis Mining and Minerals Limited t Tonne

Independent Geologist Report

==> picture [107 x 42] intentionally omitted <==

Executive Summary

Mining Insights Pty Ltd (Mining Insights) was requested by Viridis Mining and Minerals Limited (“Viridis Mining and Minerals” or “Company”) to prepare an Independent Geologist Report (“IGR” or "Report"). The IGR is to be included in a prospectus issued by the Company and dated on or about 15 November 2021 for an initial public offer of 25,000,000 shares at an issue price of $0.20 each to raise $5,000,000 (Minimum Subscription) (before costs). Oversubscriptions for up to a further 2,500,000 shares at an issue price of $0.20 each to raise an additional $500,000 may be accepted (“Prospectus”) and listing on the Australian Securities Exchange (ASX).

This Report has been prepared as a public document, in the format of an IGR and in accordance with the guidelines of the Australasian Code for Public Reporting of Technical Assessments and Valuations of Mineral Assets – the 2015 VALMIN Code (VALMIN) and the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves – the 2012 JORC Code (JORC).

The funds raised will be used for the exploration and evaluation of the project areas in Canada and Australia (Western Australia, South Australia and New South Wales). This IGR details five principal project areas (South Kitikmeot in Canada and Boddington West, Bindoon, Poochera and Smoky in Australia).

The Report is complete up to 8 November 2021. A draft of the technical component of the report was provided to Viridis Mining and Minerals, along with a written request to identify any material errors or omissions before lodgement.

South Kitikmeot Gold Project

The project area is approximately 300-400 km NE of Yellowknife and 100-200 km ENE of the Ekati Diamond Mine. Access to the Property is by ski-equipped fixed-wing aircraft from November through May and by float-equipped fixed-wing aircraft from June through October.

The South Kitikmeot Gold Project \covers occurrences of iron-formation-hosted gold mineralisation. It is located in a belt of permissive metasedimentary rocks (Archean Beechey Lake Group) which host the Lupin Mine and the Goose Lake and George Lake Deposits (Sabina Gold & Silver Ltd.). This class of epigenetic deposits occurs in reactive iron-enriched sediments, where cut by faults or fractures providing conduits for hydrothermal fluids carrying gold in bisulphide complexes. The deposits at Lupin, George Lake and Goose Lake are found in axial zone fracture systems in fold culminations.

Each of the three showings on the Park Place Gold Sub-Project has yielded high-grade gold samples (>31 g/t Au) (refer to Section 3.5 of the IGR for further details), and economic mineralisation over suitable widths has been found in drill holes and trenches at the Esker Lake and Bling showings. The Bling and Gold Bugs showings have received only preliminary exploration, and there is a significant, partially tested drill target at Esker Lake. Further drilling to test strike is suggested at the Esker Lake Project.

Independent Geologist Report

==> picture [107 x 42] intentionally omitted <==

In addition, other sub-projects and the wider area surrounding the known showings is highly prospective to host additional mineralisation by virtue of favourable stratigraphy, similar aeromagnetic response and past sampling results.

Geological mapping and further rock sampling are recommended for all known prospects. Reinterpretation of existing surface magnetic and electromagnetic data is required with possible resurveying if data can be improved with more contemporary techniques. This is a good area for completing snow machine-towed geophysics (ohmmapper), which allows 30-50 km of resistivity coverage in a day. Soil geochemical surveying may also be warranted during the summer in areas of till cover. Should positive geophysical and geological survey results continue, the focus will be to delineate potential diamond drill targets.

Boddington West Gold Project

The Boddington West Project comprises one exploration licence application (E 70/5453) covering 9 Blocks (~26km[2] ) within the Archaean Saddleback Greenstone belt in the Boddington Terrace of Western Australia.

The tenement is located approximately 130 kilometres southeast of Perth near the town of Boddington in Western Australia. Access to the project area is gained via the Albany Highway and then to Bannister-Marradong Road to Bannister, followed by the Boddington Mine Road.

Alcoa controls the rights to all clay minerals, and Alcoa’s permission will be required prior to commencing any ground-disturbing exploration activity. It is proposed that the exploration program should involve detailed mapping, surface geochemistry sampling, geophysical surveys.

Bindoon Nickel-Copper-Platinum Project

The Bindoon Project comprises one exploration licence (E70/5606) and two exploration licence applications (E70/5428 and E70/5616), which collectively cover a total area of 35 Blocks (~105km[2] ) in the newly defined West Yilgarn Ni-Cu-PGE Province, WA.

The Bindoon project area is centred approximately 20km east of the township of Bindoon, approximately 70 km northeast of Perth. Access is via the paved Great Northern Highway and other paved roads generally between Bindoon and Toodyay townships. Unpaved tracks can be used for access within the tenement.

Independent Geologist Report

==> picture [107 x 42] intentionally omitted <==

The Bindoon tenements are located within the Western Gneiss Terrain of the Archaean Yilgarn Craton of southwest Australia. The prospective areas are within the “Julimar Complex”, a series of north-trending magnetic anomalies in the Jimperding Metamorphic Belt's western part containing mineralised prospects. The Company has interpreted the outline shape of “Julimar Complex” based on this description.

The Julimar Complex comprises layered basic/ultramafic intrusions prospective for nickel sulphide related mineralisation. The recent Chalice discovery within the Julimar Complex adds significant support for the overall prospectivity of the Julimar Complex.

The Bindoon Project is a greenfield exploration opportunity in close proximity to Chalice Mining’s Julimar Discoveries project. Mining Insights recommends Viridis to start desk top review of the existing data immediately and commence field mapping, surface geochemistry and additional geophysics during the coming months after the grant of tenements aimed at defining drill targets.

Poochera Kaolin-Halloysite Project

The Poochera Project comprises one exploration licence application (ELA2020/00220), which cover an area of 329km[2] in the Eastern Eucla Basin, South Australia.

The Poochera Project is situated approximately 330km west of Port Augusta and approximately 630km northwest of Adelaide. The Eyre Highway connecting Port Augusta in SA to Norseman in WA bisects the project area.

There is no evidence of major deformation in the Eyre Peninsula area since the emplacement of the Hiltaba Suite Granite, which has provided conditions suitable for the preservation of thick mantle products formed by deep weathering such as kaolinite and halloysite. Widespread weathering has formed several kaolin deposits and occurrences on the Eyre Peninsula, including Andromeda Metals Ltd Great White, Hammerhead and Mt Hope deposits.

The Poochera project is a greenfield exploration tenure that has not previously been explored for kaolin or halloysite, despite adjoining the Andromeda Joint Ventures that hosts the Great White and Hammerhead Kaolin/Halloysite deposits. The local geology of the Poochera project appears very similar to that of the Great White and Hammerhead deposits.

A systematic exploration program is recommended which is intended to include surface mapping, soil sampling and RAB drilling. Metallurgical test work is then be intended to be undertaken on the Kaolin.

- Smoky Kaolin Halloysite Project

The Smoky Project comprises one exploration license (EL8944), which cover two blocks (6km[2] ) in the upper Hunter Valley region of New South Wales.

The Smoky Project is located approximately 100km northwest of the Port city of Newcastle. The New England Highway connecting Newcastle to Brisbane via an inland route passes approximately 2km to the west of the tenement boundary.

Smoky Project is an early-stage greenfield exploration project with a minimal exploration history.

Independent Geologist Report

==> picture [107 x 42] intentionally omitted <==

In the project area, beds of kaolinite have been formed, potentially from the non-marine origin, and range to 50m thickness. Below the seams, near the bases of these beds, temperatures are lower, resulting in metakaolin. Much of the metakaolin has subsequently been rehydroxylated by groundwater to yield halloysite. The Smoky area is potentially one of the few sites of the natural occurrence of metakaolin. The nodular metakaolin is an intermediate phase in the transition of ordered kaolinite to halloysite. The metakaolin that comprises the nodule core is mostly in the form of plates, whereas the outer halloysite layer is predominantly spheroidal. The internodular halloysite, in contrast, is mostly tubular, and have maximum electron density at the margins, and probably represent plates that have been furled from opposite sides. Historical recordings indicate that in addition to the spheroidal and tubular formations, the halloysite at Burning Mountain area is also present as thin veins, which appear to infill contraction fractures in the clay zones.

A systematic exploration program is recommended which is intended to include surface mapping, soil sampling and RC drilling. Metallurgical test work is then be intended to be undertaken on the Kaolin.

Summary

Mining Insights concludes that the Viridis Mining and Minerals portfolio of projects presents exposure to an attractive range of grassroots exploration opportunities. Further exploration and evaluation work is warranted on each of the Projects.

Viridis Mining and Minerals’ proposed exploration programme consists of exploration and drilling & resource evaluation phases. Mining Insights considers Viridis Mining and Minerals’ exploration strategy to be justified and appropriate. A summary of the proposed exploration expenditure is shown in the table below.

Exploration Expenditure Budget

Project	Minimum Subscription ($5m)	Minimum Subscription ($5m)	Minimum Subscription ($5m)	Maximum Subscription ($5.5m)	Maximum Subscription ($5.5m)	Maximum Subscription ($5.5m)
	Year 1	Year 2	Total	Year 1	Year 2	Total
South Kitikmeot Project	$720,000	$1,080,000	$1,800,000	$720,000	$1,180,000	$1,900,000
Boddington West Project	$20,000	$30,000	$50,000	$20,000	$55,000	$75,000
Bindoon Project	$60,000	$290,000	$350,000	$125,000	$300,000	$425,000
Poochera Project	$40,000	$110,000	$150,000	$40,000	$160,000	$200,000
Smoky Project	$70,000	$80,000	$150,000	$70,000	$130,000	$200,000
Exploration Expenditure	$910,000	$1,590,000	$2,500,000	$975,000	$1,825,000	$2,800,000

The proposed budget allocations assume that all tenements and claims making up each Project are granted. As at the date of this IGR, the tenements making up the Boddington West Project and Poochera Halloysite Project remain under application. If these applications are not granted, the Company intends to reallocate an additional $200,000 on Minimum Subscription and $275,000 on Maximum Subscription toward exploration at the South Kitikmeot Gold Project, with the balance of funds raised to be applied toward the Company’s working capital requirements.

Independent Geologist Report

==> picture [107 x 42] intentionally omitted <==

The proposed budget allocations are considered consistent with the exploration potential of each project and are considered adequate to cover the costs of the proposed programmes. The budgeted expenditures are also considered sufficient to meet the minimum statutory expenditure on the Tenements.

The Independent Geologist’s Report has been prepared on information available up to and including 8 November 2021, and Mining Insights is not aware of any material change to the Company’s mineral interests since that date.

Independent Geologist Report

==> picture [107 x 42] intentionally omitted <==

1. Introduction

Mining Insights Pty Ltd (Mining Insights) was requested by Viridis Mining and Minerals Limited (“Viridis Mining and Minerals” or “Company”) to prepare an Independent Geologist Report (“IGR” or "Report"). The IGR is to be included in a prospectus issued by the Company and dated on or about 15 November 2021 for an initial public offer of 25,000,000 shares at an issue price of $0.20 each to raise $5,000,000 (Minimum Subscription) (before costs). Oversubscriptions for up to a further 2,500,000 shares at an issue price of $0.20 each to raise an additional $500,000 may be accepted (Prospectus) and listing on the Australian Securities Exchange (ASX).

1.1. Scope

The purpose of this Report is to provide an independent assessment of the geology and technical risks associated with the Viridis Mining and Minerals mineral assets and to assess the suitability of the proposed exploration and development programs.

This report presents the following key technical information on the date of this Report:

An overview of the geological setting of mineral assets and the associated mineralisation;
Outline of the historical and recent exploration work undertaken;
Exploration results reported in accordance with the terms and definitions of the JORC Code (2012);
Independent geologist opinion on the exploration and development potential of the project;
Summary of the key geological risks and opportunities; and
Independent geologist opinion on the appropriateness of the budgeted work programs.

1.2. Compliance with JORC and VALMIN Code

This Report has been prepared as a public document, in the format of an independent specialist’s report and in accordance with the guidelines of the Australasian Code for Public Reporting of Technical Assessments and Valuations of Mineral Assets – the 2015 VALMIN Code (VALMIN) and the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves – the 2012 JORC Code (JORC).

Independent Geologist Report

==> picture [107 x 42] intentionally omitted <==

1.3. Data Sources

Mining Insights has based its review of the projects on the information made available to the principal authors by Viridis Mining and Minerals along with technical reports prepared by consultants, government agencies and previous tenements holders, and other relevant published and unpublished data. Mining Insights has also relied upon discussions with Viridis Mining and Minerals’ management for the information contained within this assessment. This Report has been based upon information available up to and including 8 November 2021.

Mining Insights has endeavoured, by making all reasonable enquiries, to confirm the authenticity, accuracy, and completeness of the technical data upon which this Report is based. Unless otherwise stated, information and data contained in this technical report or used in its preparation have been provided by Viridis Mining and Minerals in the form of documentation.

Viridis Mining and Minerals was provided with a final draft of this Report and requested to identify any material errors or omissions before its lodgement.

Descriptions of the mineral tenure, tenure agreements, encumbrances and environmental liabilities were provided to Mining Insights by Viridis Mining and Minerals or its technical consultants. Viridis Mining and Minerals has warranted to Mining Insights that the information provided for preparation of this Report correctly represents all material information relevant to the Project. Full details on the tenements are provided in the Solicitor’s Report on Tenements elsewhere in the Prospectus.

1.4. Site Visit

Mining Insights did not consider that a site visit was warranted as it was considered that a site visit would not reveal information or data material to the outcome of this Report due to the early nature of the projects. The Independent Geologist has held discussions with parties that have undertaken site visits at, or in the vicinity of, all Project locations and is satisfied, based on those discussions and review of information provided by Viridis Mining and Minerals, that there is sufficient current information available to allow an informed evaluation to be made without an inspection.

1.5. Tenement Status Verification

Mining Insights has not independently verified the status of the tenements that are referred to in this report as set out in the Tenement Schedule in this report, which is a matter for independent tenement experts.

Details of the legal ownership of the mineral assets are dealt with in the two Solicitor's Report annexed to the Prospectus.

Independent Geologist Report

==> picture [107 x 42] intentionally omitted <==

1.6. Independence

This Report was commissioned by Viridis Mining and Minerals on a fee-for-service basis according to Mining Insights’ schedule of rates depending on the consultant’s skills and experience. Mining Insights’ fee is not contingent on the outcome of the IPO.

The Independent Geologist has no beneficial interest in the mineral assets reviewed. Neither Mining Insights’ nor the authors of this Report has or has had previously any material interest in Viridis Mining and Minerals or the mineral properties in which Viridis Mining and Minerals has an interest. Further, neither Mining Insights’ nor the authors of this Report have previously reviewed these mineral assets.

Mining Insights’ relationship with Viridis Mining and Minerals is solely one of professional association between a client and an independent consultant.

1.7. Disclaimer and Warranty

The statements and opinions contained in this report are given in good faith and in the belief that they are not false or misleading. The conclusions are based on the reference date of 8 November 2021 and could alter over time depending on exploration results, mineral prices, and other relevant market factors.

For the purposes of the ASX Listing Rules, Mining Insights is responsible for this IGR as part of the Prospectus and declares that it has taken all reasonable care to ensure that the information contained in this IGR is, to the best of its knowledge, in accordance with the facts and contains no omission likely to affect its import and that no material change has occurred from 8 November 2021 to 15 November 2021 (the Publication Date) that would require any amendment to the IGR. Mining Insights consents to the inclusion of this IGR and reference to any part of the report in the Prospectus.

This Report was commissioned to Viridis Mining and Minerals on a fee-for-service basis on the prescribed schedule of rates. Mining Insights’ fee is not contingent on the outcome of its statement or the success or failure for the purpose for which the Report was prepared.

A draft section of the Report containing the technical and project description was provided to Viridis Mining and Minerals for comment in respect of omissions and factual accuracy. As recommended in Section 39 of the VALMIN Code, Viridis Mining and Minerals has provided Mining Insights’ with an indemnity under which Mining Insights’ is to be compensated for any liability and/or any additional work or expenditure, which:

results from Mining Insights’ reliance on information provided by Viridis Mining and Minerals and/or Independent consultants that are materially inaccurate or incomplete; or
relates to any consequential extension of workload through queries, questions or public hearings arising from this Report.

The conclusions expressed in this Report are appropriate as of 8 November 2021. The Report is only appropriate for this date and may change in time in response to variations in economic, market, legal or political factors, in addition to ongoing exploration results. Mining Insights is

Independent Geologist Report

==> picture [107 x 42] intentionally omitted <==

not liable to update the Report upon a change to any of the above-mentioned factors or exploration results.

1.8. Competent Person Statement

The information in this Report that relates to Exploration Results is based on, and fairly represents, information and supporting documentation compiled by Mr Robert Wason BSc (Hons) Geology, MSc (Mining Geology), a Competent Person who is a Member of the Australasian Institute of Mining and Metallurgy. Mr Wason is an employee of Mining Insights. Mr Wason has sufficient experience that is relevant to the Technical Assessment of the Mineral Assets under consideration, the style of mineralisation and type of deposit under consideration and to the activity being undertaken to qualify as a Practitioner as defined in the 2015 Edition of the “Australasian Code for the public reporting of technical assessments and Valuations of Mineral Assets”, and as a Competent Person as defined in the 2012 Edition of the “Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves”.

Mr Wason consents to the inclusion in this Report of the matters that are based on and fairly represent information and supporting documentation prepared by him in the form and context in which it appears.

==> picture [109 x 38] intentionally omitted <==

Mr Robert Wason, BSc (Hons), MSc (Geology), MAusIMM Senior Consultant – Geology Mining Insights Pty Ltd, Brisbane

1.9. Consent

Mining Insights consents to this report being distributed, in full, in the form and context in which it is provided.

Mining Insights provides its consent on the understanding that the assessment expressed in the individual sections of this report will be considered with, and not independently of, the information set out in full in this report.

Independent Geologist Report

==> picture [107 x 42] intentionally omitted <==

2. Overview of Viridis Mining and Minerals and its assets

2.1. Introduction to Viridis Mining and Minerals

Viridis Mining and Minerals Limited (Viridis Mining and Minerals or the Company) is an unlisted mineral exploration company incorporated in 2006 with its headquarters in West Perth. Viridis Mining and Minerals is party to acquisition agreements pursuant to which it has a conditional right to acquire a diverse portfolio of exploration projects in Nunavut Province in Canada and Western Australia (WA), New South Wales (NSW), South Australia (SA). Further details with respect to the acquisition agreements to which the Company is a party are set out in the Prospectus. Viridis Mining and Minerals is focused on the exploration of gold, nickel-copper-platinum and halloysite.

2.2. Company Strategy

The Company is now seeking to list on the ASX to fund the future evaluation and assessment of the exploration projects. Viridis Mining and Minerals’ initial exploration focus is directed predominately towards gold and base metals (nickel, copper and platinum) and halloysite in the established mineral districts of Canada and Australia (Figure 2:1). The five exploration assets are:

South Kitikmeot – gold in Nunavut Province, Canada;
Boddington West – gold in Western Australia;
Bindoon – nickel-copper-platinum in Western Australia;
Poochera – halloysite in South Australia;
Smoky – halloysite in New South Wales.

Independent Geologist Report

==> picture [107 x 42] intentionally omitted <==

Figure 2:1 Viridis Mining and Minerals - Canadian Project

==> picture [445 x 348] intentionally omitted <==

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

South
Kitikmeot
----- End of picture text -----

Independent Geologist Report

==> picture [107 x 42] intentionally omitted <==

Figure 2:2 Viridis Mining and Minerals – Australian Projects

==> picture [454 x 337] intentionally omitted <==

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

Poochera
Bindoon
Smoky
Boddington
West
----- End of picture text -----

Viridis Mining and Minerals plan to increase shareholder value by spending up to approximately A$2.8 million from the funds raised under the Prospectus on an intensive exploration program over the two years following listing. The Company has identified several targets on which it will commence immediate work following listing. During the first 12 months, the Company will use the new exploration data collected to identify and rank the development priorities for the Company. Also, the Company will continually assess strategic corporate opportunities that may have the potential to create additional value for all Shareholders.

2.3. Tenure

The tenement packages being owned or to be acquired by Viridis Mining and Minerals are detailed in Table 2:1 for Canadian claims and Table 2:2 for Australian tenements.

Table 2:1 Mineral Tenement Licence Schedule – Canada

Property	Claim Number	Status	Registration Date	Expiry Date	Area (ha)	Registered Owner
Esker Lake	EL 1 (100230)	Suspended	9-Nov-12	9-Nov-24	1095.0	Silver Range Resources Ltd.
	EL 02 (102662)	Active	7-Aug-21	8-Aug-23	239.6	Silver Range Resources Ltd.
Gold Bugs	MIG 6 (100165)	Suspended	28-Jun-11	28-Jun-23	463.9	Silver Range Resources Ltd.
	MIG 8 (101106)	Active	11-Aug-16	28-Aug-23	257.5	Silver Range Resources Ltd.
	GOLD BUGS 01 (102658)	Active	29-Jul-21	29-Jul-23	514.8	Silver Range Resources Ltd.
	GOLD BUGS 02 (102665)	Active	9-Aug-21	9-Aug-23	274.5	Silver Range Resources Ltd.

Independent Geologist Report

==> picture [107 x 42] intentionally omitted <==

Property	Claim Number	Status	Registration Date	Expiry Date	Area (ha)	Registered Owner
	GOLD BUGS 03 (102666)	Active	9-Aug-21	9-Aug-23	463.7	Silver Range Resources Ltd.
Bling	TL 1 (100119)	Suspended	21-Jan-11	21-Jan-24	1079.3	Silver Range Resources Ltd.
Qannituq	QAH 1 (101734)	Suspended	8-Jun-17	8-Jun-24	1604.1	Silver Range Resources Ltd.
	QAH 3 (101735)	Suspended	8-Jun-17	8-Jun-23	1604.1	Silver Range Resources Ltd.
Uist	UIST 1 (100869)	Suspended	9-Jun-16	9-Jun-28	814.8	Silver Range Resources Ltd.
	UIST 2 (100870)	Suspended	9-Jun-16	9-Jun-28	135.8	Silver Range Resources Ltd.
	UIST 3 (102098)	Suspended	12-May-17	12-May-29	1121.3	Silver Range Resources Ltd.
	UIST 4 (102102)	Suspended	12-May-17	5-May-29	680.1	Silver Range Resources Ltd.
Hiqiniq	HIQ 01 (102663)	Active	7-Aug-21	7-Aug-23	349.4	Silver Range Resources Ltd.
Ujaraq	UJ 01 (102664)	Active	7-Aug-21	7-Aug-23	750.1	Silver Range Resources Ltd.

The claims comprising the South Kitikmeot Gold Project are recorded in the Nunavut Mining District and are subject to the Canada Mining Regulations of the Territorial Land Use Act.

A status of “Suspended” means there was a request made by the holder for a suspension in time in order to complete work under the Nunavut Mining Regulations, which request was approved by the MRO. These claims remain technically active, provided that the holder’s expenditure obligations were suspended for 12 months on the basis of the holder’s inability to undertake exploration due to restrictions in place during the COVID-19 pandemic. Further details regarding the status of these tenements are included in the Canadian Solicitor’s Report annexed to the Prospectus.

Table 2:2 Mineral Tenement Licence Schedule – Australia

Project	Tenement	Status	Grant Date	Expiry	Blocks	Annual Expenditure Commitment ($)	Annual Rent Amount ($)	Registered Owner
Boddington West	E70/5453	Pending, applied 14/05/2020			9	N/A	N/A	Australian Prospecting PtyLtd
Bindoon	E70/5606	Granted	4/05/2021	3/05/2026	12	20,000	1,752	Hubble Resources Pty Ltd
	E70/5428	Pending, applied 24/04/2020			14	N/A	N/A	Hubble Resources Pty Ltd
	E70/5616	Pending, applied 23/09/2020			9	N/A	N/A	Hubble Resources Pty Ltd
Poochera	ELA2020/ 220	Pending, applied 27/11/2020			329 km2	N/A	N/A	Dig Ore Pty Ltd
Smoky	EL8944	Granted	18/02/2020	18/02/2022	2	20,000	220	Dig Ore Pty Ltd

Further details regarding the status of these tenements are included in the Australian Solicitor’s Report in the Prospectus.

Independent Geologist Report

==> picture [107 x 42] intentionally omitted <==

3. South Kitikmeot Gold Project

3.1. Introduction

The South Kitikmeot Gold Project consists of seven properties (Hiqiniq, Ujaraq, Gold Bug, Esker, Bling, Uist and Qannituq) covering an area of 11,448 hectares within the Back River - Contwoyto Gold Belt of Western Nunavut, Canada.

3.2. Location, Access & Topography

The project area is approximately 300-400 km NE of Yellowknife; 10-150 km SE of the Lupin Mine; 5-115 km WSW of the Goose Lake Camp; 50-120 km SSW of the George Lake Camp; and 100-200 km ENE of the Ekati Diamond Mine (Figure 3:1).

Figure 3:1 South Kitikmeot Gold Project – Tenement Location (yellow stars) along with neighbouring Projects (Red circles)

==> picture [452 x 438] intentionally omitted <==

Access to the Property is by ski-equipped fixed-wing aircraft from November through May and by float-equipped fixed-wing aircraft from June through October. Fixed-wing aircraft on wheels

Independent Geologist Report

==> picture [107 x 42] intentionally omitted <==

may land on a few of the eskers (ridges of sands and gravels deposited by glacial meltwater) in the property area. Access by float plane can be problematic because the lakes in the area are shallow and have rocky shores, which prevent easy docking. All portions of the Property are accessible by helicopter year-round.

The nearest road-accessible community offering fixed-wing or helicopter charter services is Yellowknife. There is no permanent road access to the Property. The Tibbitt-Contwoyto ice road services the Lupin Mine and passes to within 30 km of the westernmost claim group (Gold Bugs Showings). The road is constructed over frozen ground and lake ice during December and January of each year and operates from February through early April, depending upon ice conditions. The ice road connects to the Northwest Territories Highway system via the Ingraham Trail, northeast of Yellowknife. The road is administered by Nuna Logistics and permits are required for heavy truck traffic (Figure 3:1).

3.3. Climate, Topography, Flora and Fauna

The South Kitikmeot Gold is located in the subarctic tundra of northern Canada. The Project is located 125 kilometres north of the tree line and experiences an extreme and semi-arid polar climate typical of the Southern Arctic Ecozone of Canada. The area is characterised by very cold winters, brief cool summers and short fall and spring seasons. Climate data from the nearest weather station at the Lupin Mine, 145 km NE of the property, indicate that mean daily temperatures in the area vary from ‐ 30[o] C in January to +12[o] C in July and that average annual rainfall is 16.0 cm (6.3 inches) (Environment Canada, 2015).

The Project area is part of the Barrenlands within the zone of Continuous Permafrost. The area is characterized by shrub tundra (low shrubs and alpine-type vegetation) with occasional knolls, surface outcrops and localised surface depressions, interspersed with lakes. Thin, discontinuous covers of mineral soil, organic materials, and glacial drift overlie shallowly buried bedrock. Some small stands of stunted birch, willow and alder occur in the area (Ecological Stratification Working Group, 1995).

The area is characterised by low to moderate relief, ranging from 380 metres to 440 metres ASL (above sea level). Arcuate outcrop expressions vary in height from a few metres up to 20 metres. Local topographical relief can be up to 40-50 metres, and as such, one can usually see 10’s of kilometres in any direction. Outcrops are separated by numerous small ponds, lakes and marshy depressions. In some places, overburden is very extensive, and there may be as little as 5% outcrop in an area, but this can vary widely across the property area. Lakes and some swamps cover much of the low-lying areas in the district.

Year-round fauna includes Arctic fox, Arctic ground squirrel (sik-sik), Barrens grizzly, Arctic wolf, wolverine, brown lemmings and ptarmigan. Migratory species include Barrenlands caribou and many species of birds. Representative bird species include yellow-billed, Arctic and red-throated loon, tundra swan, snow goose, old squaw, gyrfalcon, snowy owl and snow bunting. During the summer months (mid-June to mid-August), heavy concentrations of biting flies (mosquito and black fly) are present.

Vegetation in the area is characteristic of the Arctic tundra, with moss, sedges, lichens and dwarf species of willow, alder and birch. The trees may reach up to 0.5 metres in height under ideal conditions of slope, drainage, orientation and insolation.

Independent Geologist Report

==> picture [107 x 42] intentionally omitted <==

The Back River - Contwoyto Gold Belt is underlain by a 200 km long package of Archean Beechey Lake Group metasedimentary rocks which host the past-producing Lupin Mine (production of 3.4 Moz @ 9 g/t gold), George Lake, as well as Llama and Umwelt and Goose Lake Complex (Figure 3:2).

Figure 3:2 South Kitikmeot Gold Project (in orange) with Neighbouring Major Projects (in red)

==> picture [452 x 334] intentionally omitted <==

==> picture [177 x 14] intentionally omitted <==

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

3.4. Regional Geology
----- End of picture text -----

The geology in the area of the South Kitikmeot Gold Project has been described by Frith (1981) and compiled by Stubley (2005).

The South Kitikmeot Gold Project is situated in a broad arc of metamorphosed Archean sedimentary and volcanic rocks extending northwest from the Back River area to the Lupin Mine area on Contwoyto Lake. The property is underlain by porphyroblastic greywacke, mudstone and carbonaceous shale metamorphosed to lower amphibolite grade and assigned to the Beechey Lake Group (Frith, 1981). The regional strike of the rock units is northwest, but locally the metasediments are wrapped around domal intrusions of granitic rocks and orthogneiss. In general, the rock units are tightly to isoclinally folded.

Metamorphosed oxide, silicate and lesser sulphide facies iron formation occur at various stratigraphic levels within the Beechey Lake Group, and these form prominent magnetic highs on regional and property scale aeromagnetic maps.

In general, the stratigraphy consists of basal volcanic sequences overlain by marine sediments. The entire succession is considered equivalent to the Yellowknife Supergroup to

Independent Geologist Report

==> picture [107 x 42] intentionally omitted <==

the south (Frith and Percival, 1978). Table 3:1 shows the formations mapped in the Property area.

Table 3:1 Regional stratigraphy

Formation(Age)	Description
Overburden (Quaternary - Holocene)	Ablation and lodgement till overlain by glaciofluvial landforms (eskers).
MacKenzie Diabase (Neoproterozoic)	Northwest-trending diabase dykes associated with Coppermine Volcanics and Muskox Intrusion.
Goulburn Group (Paleoproterozoic)	Aphebian clastic and carbonate sedimentary rocks of the Kilohigok Basin.
Malley Diabase (Paleoproterozoic)	Northeast-trending diabase dykes associated with rifting and subsequent sedimentation of the Kilohigok Basin.
Regan Lake Intrusive Suite(Archean)	Quartz diorite to granodiorite intruded as S-type plutons. Coeval with Prosperous Suite in the Yellowknife Supergroup.
Defeat Suite Equivalent (Archean)	I-type tonalites and granodiorites.
Beechey Lake Group (Archean)	Greywacke-mudstone turbidites with local silicate-facies iron formation and minor oxide iron formation. Interfingers and overlaps with Hackett River Groupand Back River Group.
Back River Group (Archean)	Repeated cycles of mafic to felsic volcanic flows, breccias, tuffs and volcaniclastic material. Capped by pyritic black shale and iron formation.
Hackett River Group (Archean)	Mafic to felsic volcanics capped by carbonate exhalites and iron formation.

Gold mineralisation is hosted within the iron formation in the Beechey Lake Group and in volcanic rocks of the Back River Group (Figure 3:3). The Hackett River and Back River Group volcanic complexes appear to have developed within a larger basin containing the Beechey Lake Group and are likely coeval with this unit. Iron formation occurs at several stratigraphic intervals within the Beechey Lake Group. Other iron formations in the Beechey Lake Group are neither proximal to nor apparently associated with metavolcanic rocks (Lambert, 2005).

Independent Geologist Report

==> picture [107 x 42] intentionally omitted <==

Figure 3:3 South Kitikmeot Gold Project – Gold Hosted Beechey Lake Formation

==> picture [457 x 231] intentionally omitted <==

The focus of base and precious metal exploration in the project area is an arcuate belt of Archean metasedimentary and subsidiary metavolcanic rocks (“Lupin – George Lake belt”) extending from Lupin Mine in the west, SE to the Regan Lake area, and thence NNE to the Goose Lake and northernmost George Lake Deposits. Documented mineral exploration in the belt dates from 1946 when claims were staked by Don Cameron Exploration Company Ltd. in the Regan Lake area, east of the Property (Senkiw, 1986).

The first major mineral discovery in the Lupin – George Lake belt was at Lupin Mine, where Canadian Nickel Company Limited (“Canadian Nickel”) discovered gold mineralisation in 1961 (Beauchamp, 1990). The Lupin mine was put on care and maintenance in February 2005 by its then-owner Kinross Gold Corp. The current owner, Elgin Mining Ltd. (“Elgin Mining”), purchased the property from MMG Resources Ltd. in July 2011. Since then, Elgin Mining has been conducting deposit scale exploration to expand the remaining resources and ready the mill and infrastructure for production.

Further east, mineralisation at Goose Lake was staked in 1985 and explored by Homestake Mining Ltd., a member of the Back River Joint Venture, from 1985 until 1997. This and subsequent work defined the Goose Main, Llama and Umwelt Zones at Goose Lake. As of December 2012, Sabina Gold & Silver Corporation had defined mineral resources at the Goose Lake and George Lake Deposits and completed a preliminary economic assessment of the project.

Base metal exploration programs have been conducted in the district since the 1960s, concentrating mainly on the Hackett River volcanic belt in the north. The result of this work included the discovery of the Hackett River, Yava and Musk Deposits.

3.5. Park Place Property (covering Esker Lake, Gold Bug and Bling claims)

The Park Place Gold Property consists of the Bling, Gold Bugs and Esker Lake. In total, the Park Place Gold Property covers 4,388 hectares.

Independent Geologist Report

==> picture [107 x 42] intentionally omitted <==

The Park Place Gold Property includes claims staked on both vacant Crown Land and on Inuit Owned (Surface Rights) Land. Claims covering the Gold Bugs and Esker Lake are staked on vacant Crown Land, while the claim covering the Bling is staked on land in which the surface rights are owned by the Kitikmeot Inuit Association.

The Park Place Gold Property lies in a broad arc of metamorphosed Archean sedimentary rocks. Gold mineralisation is hosted within the iron formation in the Beechey Lake Group and in volcanic rocks of the Back River Group.

Figure 3:4 Park Place – Geology

==> picture [454 x 330] intentionally omitted <==

The Park Place Gold Property is an iron-formation-hosted gold target. They are characterised by large tonnages and relatively high grades for deposits of their size. Gold in iron-formation-hosted gold deposits is hosted in sulphide facies iron formation dominated by pyrite and pyrrhotite.

3.5.1. Esker Lake

The Esker Lake showing occurs in an area underlain by Archean turbidites metamorphosed to lower and medium grade amphibolite facies. This is commonly biotite schist (meta-greywacke) with thin interbedded pink to rusty, biotite bearing quartzite. Accessory minerals in the schist include quartz, andalusite, cordierite and staurolite. Amphibolite oxide and locally sulphide facies iron formation occurs in a unit approximately 100 m thick within the meta-turbidites. This is a massive dark green magnetic rock that has been traced by aeromagnetic surveys west and north of Esker Lake in a large overturned syncline. The rock units are vertical to steeply south-dipping on the property and dominantly strike WNE – ESE on the claim block. They have been subjected

Independent Geologist Report

==> picture [107 x 42] intentionally omitted <==

to at least two phases of deformation. A pervasive regional bedding parallel foliation (S2) is refolded into open folds on the scale of tens to hundreds of metres, most notably near Ptarmigan Hill.

In the area of Esker Lake, gold occurs in the iron formation together with pyrite, pyrrhotite and arsenopyrite. Smoky quartz veins are associated with sulphide mineralisation and occur in the nose of small open F3 folds. Sulphide concentrations vary from 2% to 15%, and sulphides are disseminated to locally massive in clots (Krause, 1987). Visible gold associated with vein quartz was noted in come core intersections, generally in hairline veinlets, near garnets or within chlorite (Beauchamp, 1990).

Three gold zones have been found to date at Esker Lake. These all occur in the central sulphide-bearing iron formation unit running WNW to ESE across the claim. The westernmost Brandon Hill zone is immediately south of Esker Lake and west of Ptarmigan Lake. Sheit Hill zone is located approximately 2 km southeast of Brandon Hill and 400 m west of Sheit Lake.

Figure 3:5 Esker Lake – Geology

==> picture [455 x 328] intentionally omitted <==

On the Esker Lake property, prospecting, mapping, both airborne and ground total magnetic field and VLF-EM surveys, trenching, and diamond drilling have been performed. Forty-nine (49) drill holes were completed on the Esker Lake between 1988 and 1990 by Argus and Equity. A table setting out all drill holes and significant intercepts is set out in Table 1 of Annexure B to this IGR and a map of drill hole locations is set out in Figure 3:6 below.

Most of the drilling was concentrated near Brandon Hill (25 holes) in holes mainly sited to test the axial zones of three adjacent local folds. The drill hole pattern suggests holes were sited to intersect the cross-cutting axial structure rather than to test the iron formation in the nose of the fold. As a

Independent Geologist Report

==> picture [107 x 42] intentionally omitted <==

result of the drill pattern and despite the amount of drilling conducted to date at Brandon Hill, the iron formation in the nose of the folds developed there has not been systematically tested. Figure 3:6 shows the location of the drill holes.

Figure 3:6 Esker Lake – Drilling

==> picture [416 x 317] intentionally omitted <==

Some of the significant drilling results include:

*DDH*	From (m)	To (m)	Intercept (m)	Gold (g/t)
89-04	9.8	12.4	2.6	3.87
89-11	33.4	36.4	3.0	11.7
	37.4	38.9	1.5	7.3
89-12	8.1	11.2	3.1	4.1
	18.4	20.5	2.1	5.1
89-13	37.0	41.0	4.0	4.8
89-16A	32.2	35.2	3.0	3.6
89-43	63.8	66.8	3.0	2.2
	73.8	75.8	2.0	2.5
89-45	77.1	82.0	3.9	3.8

Collar location for all drill holes and significant results are included in Table 1 of Appendix B.

3.5.2. Gold Bug

The Goldbugs property is located 390 km NE of Yellowknife, within similar stratigraphy hosting the Lupin Mine and George Lake deposits. Mineralization was first discovered during the exploration rush following the discovery of the Lupin Mine.

Independent Geologist Report

==> picture [107 x 42] intentionally omitted <==

The Gold Bugs is in an area underlain by Archean greywacke and argillites (turbidites), metamorphosed to lower to middle amphibolite facies schist and paragneiss. These rocks consist of biotite-horneblende-chlorite schist with interbedded thin, discontinuous biotite quartzite (psammitic gneiss). The iron formation is found within this unit, consisting of dark green grunerite amphibolite, garnetiferous quartz-rich layers and rusty, sulphide bearing horizons. Sulphides within the iron formation consist of pyrite and pyrrhotite with rare chalcopyrite and arsenopyrite (Beauchamp, 1990). Broadbent and Luffman (1989) described the iron formation as bands and lenses, tens of metres long and up to 5 m wide.

Both mapping and geophysical surveys indicate that rocks on the property are steeply dipping and strike NW-SE dominantly. It is clear from the aeromagnetic expression and from limited outcrop that the iron formation is locally intensely folded on a scale of tens to hundreds of metres. The outcrop is quite sparse on the property, and exposure is limited. The magnetic anomalies associated with the iron formation suggest that bands of iron formation over a thickness of at least 100 m may be present.

Brescia Resources Ltd. staked ground south and west of the Esker Lake discovery in 1987, covering a large area near Migration Lake. In late summer 1988, they flew a large airborne total magnetic field and VLF-EM survey over an area centred southwest of Migration and Thistle Lakes. A 4-man prospecting and geological reconnaissance program were conducted in 1989, centring their work in the area south of Migration Lake. The located several zones of gold mineralisation in iron formation over a distance of 7 km. In 1990, Equity optioned the claim and sent in a two-man crew to map and prospect the claims. They discovered additional gold showings north and west of Ghurka Lake beyond the area covered by the airborne geophysical surveys.

The Gold Bugs property covers three showings; the East, West and Fork Lake Zones.

Figure 3:7 Gold Bugs Property

==> picture [452 x 252] intentionally omitted <==

Independent Geologist Report

==> picture [107 x 42] intentionally omitted <==

Three gold-bearing zones have been identified within an iron formation horizon that has been traced for 7 km by airborne mag.

3.5.3. Bling

The Bling Property is located 415 km NE of Yellowknife and readily accessible by float plane or helicopter.

Figure 3:8 Bling Property

==> picture [367 x 286] intentionally omitted <==

At the Bling, mineralisation occurs near an NW trending contact between Beechey Lake Group metasedimentary rocks to the west and Back River Group metamorphosed volcanic and volcaniclastics to the east. Beechey Lake Group rocks consist dominantly of greywacke with subordinate argillite. The locally overlying Back River Group rocks consist of basalt, andesite and felsic volcaniclastic rocks. The basalts are dark green, amygdaloidal, flows with tops conformable to bedding in the Beechey Lake Group. Andesitic units are light green weathering tuffs and flows with local agglomerate and coarse lapilli tuff. The felsic rocks are siliceous, locally rusty and may be transitional to iron formation in some localities. Sulphide rich exhalite or iron formation is present at the sediment / volcanic contact.

Rocks in the area of the showing strike dominantly NNW and dip moderately to the east. The succession is likely upright as the Back River Group is intercalated with the Beechey Lake Group throughout the district. Rocks have been metamorphosed into upper greenschist facies. Beechey Lake Group rocks are dominantly light grey sericite-quartz-chlorite schist, while metavolcanic rocks are chlorite-quartz schists. A single foliation, sub-parallel to bedding, is developed in rocks near the Bling showing.

Mineralisation at the Bling showing consists of a series of locally stacked sulphide lenses exposed over a length of approximately 400m at the regional contact between metasedimentary and metavolcanic rocks. The sulphide mineralisation consists of arsenopyrite, pyrite and pyrrhotite with

Independent Geologist Report

==> picture [107 x 42] intentionally omitted <==

quartz gangue. A gold zone consisting of several sulphide horizons has been exposed for 250m in outcrop and coincident with a VLF-EM conductor traced over 750m (still open along strike).

Four sulphide lenses striking NW and dipping about 600 NE were identified at the Bling Showing. The largest (Main Zone) is from 1.0 to 3.5m wide, averages 2.0m wide, and has been traced for 80m in outcrop and trenches. Mineralisation is variable and discontinuous along this zone. Grab samples of sulphide mineralisation have returned gold assays to 47 g/t Au. Three trenches across the Main Zone returned 16.0 g/t Au, 3.4 g/t Au and 0.2 g/t Au over 2.0 m in each case (Keim and White, 2012). Figure 3:9 below show all samples at Bling.

Figure 3:9 Bling – Geology and Surface Gold Grades

==> picture [447 x 495] intentionally omitted <==

The Bling Property has never been drilled.

Independent Geologist Report

==> picture [107 x 42] intentionally omitted <==

3.6. Uist Property

The Uist property covers an area of 2,752 hectares and is located 430 km northeast of Yellowknife, NT. It can be reached by fixed-wing float- or ski-equipped aircraft and helicopter from Yellowknife. The Uist area lies some 20-25 km south-southwest of the Back River Project being operated by Sabina.

The Uist area is located within the Archean-aged Beechey Lake Group, comprised of metasediments, within the Yellowknife Supergroup of the Slave Structural Province. The property is underlain mainly by greywacke with lesser argillite and phyllite representing typical Bouma Sequence turbiditic sediments. The metasediments host both narrow units of silicate-facies Banded Iron Formation and larger, wider units of oxide and sulphide-facies banded iron formation. Prospects identified up to 1994 comprise zones of gold-bearing arsenopyrite, with lesser pyrrhotite and pyrite within altered units of silicate-sulphide facies BIF.

The Uist area is associated with an NW striking iron visible in the aeromagnetic data. Sulphide iron formation consisting of pyrite, pyrrhotite and arsenopyrite occurs within altered silicate facies iron formation and is intermittently exposed over a strike length of about 1.6 km.

The Uist area was first explored for gold in 1946 and underwent several phases of exploration through 1982 and again from 1988 to 1990. In 1990, Echo Bay Mines identified two high-grade gold prospects along with the NW trend, the “Wally’s” and “Ed’s” showings. Surface magnetic surveying in 1993 identified a more prominent NW – SE trending oxide-facies BIF horizon roughly 200 metres north of Ed’s showing. Exploration continued sporadically through 1994 but was then discontinued, allowing the claims to lapse. The Uist area was acquired in early 2016 by Silver Range Resources Ltd.

Exploration during 2016 included a sampling of the Wally’s and Ed’s showings, confirming the presence of gold mineralisation associated with arsenopyrite mineralisation. At Ed’s Showing, sulphide iron formation strikes WNW over 475m and dips 59-70 degrees SW. Figure 3:10 shows the location of all sampling completed. Of ten samples collected in 1990, 8 ran over 1 g/t Au with the highest value being 46.66 g/t Au. At Wally’s Showing, iron formation strikes WNW over 225m and is tightly folded with an amplitude of approximately 75-100m. Sampling on Wally’s showing in 1991 returned peak values of 156.28, 63.22 and 10.01 g/t Au. Figure 3:10 show all samples collected.

Additional prospecting led to the discovery of the “Billie” zone from zones of arsenopyrite mineralisation and the “Holiday” trend extending southeast from a point about 0.8 km southeast of the Billie Zone. The “Billie” zone extends approximately 100 metres within a newly identified silicate-facies iron formation horizon. Significantly, the “Holiday” trend is hosted within a much larger NW - SE trending silicate-facies BIF unit which was delineated during this 2016 program. The values exceed 1.0 g/t gold and are associated with arsenopyrite bearing beds or veins along a roughly 1.0 km section of the sulphide-facies BIF horizon.

Independent Geologist Report

==> picture [107 x 42] intentionally omitted <==

Figure 3:10 Uist – Surface Gold Grades

==> picture [451 x 390] intentionally omitted <==

The Uist Property has never been drilled.

3.7. Lupin Area Property (covering Hiqiniq and Ujaraq claims)

The Lupin Area property covers an area of 1,100 hectares located approximately 500 km northeast of Yellowknife, NT, and can be reached by fixed-wing float- or ski-equipped aircraft and helicopter from Yellowknife. The Hiqinig project area is located approximately 2km west of the Lupin Mine, while the Ujraq project area is located approximately 5km east of the Lupin Mine. The Lupin Mine airstrip is in the vicinity and can accommodate both light and mid-size aircraft. The winter ice road from Yellowknife to Lupin is serviceable between December and April. Gravel roads from the Lupin Mine extend onto the eastern portion of the Hiqiniq Project.

The property is entirely within the Slave Structural Province of the Canadian Shield, and all rocks are of the Precambrian age. The claims are underlain by an east-west trending, southerly dipping, intergradational series of variable metamorphosed turbidites of the Yellowknife Supergroup. Layers of silicate—facies iron formation, locally referred to as amphibolite or garnet—grunerite gneiss, are occasionally inter bedded with the sediments. These iron formations are the focus of gold exploration in the Hiqinig and Ujaraq areas.

Independent Geologist Report

==> picture [107 x 42] intentionally omitted <==

Running diagonally across the southeastern area of the Hiqiniq claim is the staurolite—almandine garnet metamorphic isograd, representing the contact between the greenschist facies sediments and the nodular schists of the amphibolite facies. The lower grade sediments lie to the south of the isograde.

Figure 3:11 Hiqiniq and Ujaraq Property - Location and Prospects

==> picture [452 x 297] intentionally omitted <==

Following the discovery of gold at the site of what is now the Lupin mine in 1960 by Canadian Nickel Co., regional and detailed gold exploration programs were initiated by several mining companies. The first property holders in the area covered by the Hiqiniq and Ujaraq claims were Conwest Exploration, the Earl—Jack Syndicate, Canadian Nickel Co. and Giant Yellowknife Mines. Various geological and geophysical surveys and rock trenching were carried out at that time. Several zones of iron formation occurring in the central property area were trenched by the Earl—Jack Syndicate in 1962.

Hiqiniq covers iron formation immediately west of the Lupin Mine leases.

3.8. Qannituq Property

The Qannituq property covers an area of 3,208 hectares and is located in the Kitikmeot region of Nunavut, approximately 510 km NE of Yellowknife. It can be reached by fixed-wing float- or skiequipped aircraft and helicopter from Yellowknife. The property is located 8.2 km northwest of Sabina’s Llama gold deposit (Figure 3:12).

The Qannituq project lies in a broad arc of metamorphosed Archean sedimentary rocks (Stubley, 2005) between the Back River volcanic belt and the Point Lake volcanic belt. Gold mineralisation is hosted within the iron formation in the Beechey Lake Group and in volcanic rocks of the Back River Group. This unit also locally contains minor volcanic rocks and two areas of north-south striking iron formation (Helgeson, 2017). There are several Archean biotite-muscovite (“2-mica”)

Independent Geologist Report

==> picture [107 x 42] intentionally omitted <==

granite intrusions in the middle and south eastern side (Stubley, 2005; Helgeson, 2017). NW-SE striking Proterozoic dykes crosscut the Archean stratigraphy (Stubley, 2005). The Qannituq Property hosts iron formation gold style mineralisation in Beechey Lake metasedimentary rocks intruded by granite.

Figure 3:12 Qannituq - Location

==> picture [452 x 297] intentionally omitted <==

Mineralisation at Goose Lake was first staked in 1985 and explored by Homestake Mining Ltd., a member of the Back River Joint Venture, from 1985 until 1997. This and subsequent work defined the Goose Main, Llama and Umwelt Zones at Goose Lake. As of October 2015, Sabina had defined mineral resources at the Goose Lake and George Lake Deposits and completed an initial feasibility study on the project.

The area covered by the Qannituq property was staked by 974134 NWT Ltd. in May of 1998. These claims were explored by Shear Minerals Ltd. as part of “B Block” of their Coronation Diamonds Property. Work conducted included regional till sampling for diamond indicator minerals and a reprocessing of the 1993 geophysical data. Regional till sampling on the Coronation B Block returned one spinel and one chromite from heavy mineral concentrate analysis. The claims lapsed in 2002. No further work was done on the property prior to Silver Range Resources Ltd. staking the area in 2017.

Sixteen (16) grab samples were collected in 2017 but failed to return Au values in excess of 0.09 g/t Au. Due to poor bedrock exposure, the effectiveness of prospecting and bedrock mapping as exploration techniques is relatively limited. Prospecting has identified some iron formation, but geochemical results have not returned significant Au values.

Independent Geologist Report

==> picture [107 x 42] intentionally omitted <==

3.9. Prospectivity

The South Kitikmeot Gold Project \covers occurrences of iron-formation-hosted gold mineralisation. It is located in a belt of permissive metasedimentary rocks (Archean Beechey Lake Group) which host the Lupin Mine and the Goose Lake and George Lake Deposits (Sabina Gold & Silver Ltd.). This class of epigenetic deposits occurs in reactive iron-enriched sediments were cut by faults or fractures, providing conduits for hydrothermal fluids carrying gold in bisulphide complexes. The deposits at Lupin, George Lake and Goose Lake are found in axial zone fracture systems in fold culminations.

Each of the three showings on the Park Place Gold Sub-Project has yielded high-grade gold samples (>31 g/t Au), and economic mineralisation over suitable widths has been found in drill holes and trenches at the Esker Lake and Bling showings. The Bling and Gold Bugs showings have received only preliminary exploration, and there is a significant, partially tested drill target at Esker Lake. Further drilling to test strike is suggested at Esker Lake.

Should positive geophysical and geological survey results continue, the focus will be to delineate potential diamond drill targets.

Independent Geologist Report

==> picture [107 x 42] intentionally omitted <==

4. Boddington West Project

4.1. Introduction

The Boddington West Project comprises one exploration licence application (E 70/5453) which cover an area of 9 Blocks (~26km[2] ) within the Archaean Saddleback Greenstone belt in the Boddington Terrace of Western Australia.

4.2. Location, Access & Topography

The tenement is located approximately 130 kilometres southeast of Perth near the town of Boddington in Western Australia.

Access to the project area is gained via the Albany Highway (state route 30) and then to Bannister-Marradong road to Bannister, followed by the Boddington Mine Road (Figure 4:1).

Figure 4:1 Boddington West Project – Location & Access

==> picture [445 x 272] intentionally omitted <==

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

Boddington
West
----- End of picture text -----

Most of the land around the Boddington West Project is freehold farmland.

4.3. Regional Geology

The Boddington West Project area covers the north-western parts of the north-westerly trending Saddleback Greenstone Belt, a fault-bounded, sub-vertically dipping sequence of Archaean mafic, intermediate and felsic volcanic and volcaniclastic rocks, dioritic intrusives and volcanogenic sedimentary rocks that have been metamorphosed to greenschist facies. The Belt is enclosed by granitoids and gneisses of the Boddington Terrane (Wilde et al., 1996). In general, the rocks are intensely weathered, typically to depths of 40-100m, and near-surface bodies of (sub-economic) bauxitic laterite cover much of the Project area.

Independent Geologist Report

==> picture [107 x 42] intentionally omitted <==

Figure 4:2 Terranes of the south-western Yilgarn Crator

==> picture [389 x 522] intentionally omitted <==

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

Boddington
West
----- End of picture text -----

Source: Wilde, 1995

The Boddington West area is hosted in Archean volcanic, volcaniclastic, and shallow-level intrusive rocks that form the northern part of the Saddleback greenstone belt, a fault-bounded sliver of greenstones located in the southwestern corner of the Yilgarn craton, Western Australia.

Geologic mapping and radiometric dating indicate that five phases of igneous activity occurred during the development of the Saddleback greenstone belt. Basaltic, intermediate, and minor felsic volcanism occurred between approximately 2714 and 2696 Ma and again at

Independent Geologist Report

==> picture [107 x 42] intentionally omitted <==

approximately 2675 Ma. An older suite of ultramafic dikes was emplaced between approximately 2696 and 2675 Ma, and a younger suite was emplaced between approximately 2675 and 2611 Ma. Granitoid plutons crystallized at approximately 2611 Ma and cut all the other Archean rocks in the Saddleback greenstone belt. Regional upper greenschist facies metamorphism accompanied the earliest phase of ductile deformation (D 1 ).

4.4. Local Geology

The Boddington West Project area covers the north-western parts of the north-westerly trending Saddleback Greenstone Belt, a fault-bounded, sub-vertically dipping sequence of Archaean mafic, intermediate and felsic volcanic and volcaniclastic rocks, dioritic intrusives and volcanogenic sedimentary rocks that have been metamorphosed to greenschist facies. The Belt is enclosed by granitoids and gneisses of the Boddington Terrane (Wilde et al., 1995). In general, the rocks are intensely weathered, typically to depths of 40-100m, and near-surface bodies of (sub-economic) bauxitic laterite cover much of the Project area.

The Saddleback Greenstone Belt comprises the westerly Hotham Formation of metasediments, the central Wells Formation of acid to intermediate volcanic and intrusive rocks, and the easterly Marradong Formation of metabasalts (Wilde, 1995). The Wells Formation hosts the giant Boddington Gold Deposit, which historically has supported two gold mining operations - the Hedges Gold Mine in the north and the Boddington Gold Mine in the south. Although this gold deposit contains substantial amounts of mineralisation in the deep bedrock, most of the gold mined to date has come from the upper lateritic and middle saprolitic day zones of the regolith.

Most of the greenstone is intermediate in composition and comprises andesitic to rhyodacitic lavas, volcaniclastic rocks, and finer-grained volcanogenic sedimentary rocks, intruded by discrete and nested plutons similar in composition. Relatively late-stage granitic dykes and dolerite dykes and at least one sill-like dolerite intrusion cut the sequence. Basaltic rocks in the western half are rare but are considered to be part of the Wells Formation, not representing slices of the adjacent Marradong Formation that have been structurally emplaced. Nevertheless, shearing is common and may be characterised by intensely developed planar foliation marked by biotite and some amphibole, or by gneissic fabrics in coarser-grained, more felsic rock types. Shear zones typically host quartz veins of more than one generation, some intact and obviously late, others stretched and otherwise disaggregated. Micro-veinlets of quaü occur in some of the more massive intrusive rocks.

Independent Geologist Report

==> picture [107 x 42] intentionally omitted <==

Figure 4:3 Boddington West Project – GSWA 1:500K geology

==> picture [454 x 276] intentionally omitted <==

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

Boddington
West
----- End of picture text -----

4.5. Previous Exploration

The Boddington West Project is located approximately 1km west of the Boddington Mine.

Figure 4:4 Boddington West Project - location of neighbouring Boddington Mine

==> picture [299 x 316] intentionally omitted <==

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

Boddington
Mine
Boddington
West
----- End of picture text -----

Independent Geologist Report

==> picture [107 x 42] intentionally omitted <==

Much of the exploration effort has been focused on brownfields opportunities, essentially a search for additional tonnages of regolith-hosted gold ore.

Limited exploration has been conducted on the tenement. Hedges Gold Pty Limited conducted aero-magnetic surveys and soil geochemistry during the 1997-1999 period to the east of the Boddington West Project (Figure 4:5).

Figure 4:5 Boddington West Project – Magnetic Intensity

==> picture [400 x 244] intentionally omitted <==

Twelve (12) surface geochemistry samples were collected from the Southeastern portion of the current tenement area. Results of the geochemistry were not available in the government database (WAMEX) (Figure 4:6).

Figure 4:6 Boddington West Project - location of Surface Geochemistry

==> picture [394 x 242] intentionally omitted <==

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

Boddington
West
----- End of picture text -----

Independent Geologist Report

==> picture [107 x 42] intentionally omitted <==

Five air core drill holes were drilled near the eastern perimeter of the current tenement area during 2001 in the eastern boundary of the tenement. Figure 4:7 shows the location of drill hole collar location within the current tenement area.

Figure 4:7 Boddington West Project - location of Drill holes

==> picture [438 x 498] intentionally omitted <==

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

Boddington
West
----- End of picture text -----

Collar location for all drill holes and significant results (nil) are included in Table 2 of Appendix C.

Independent Geologist Report

==> picture [107 x 42] intentionally omitted <==

4.6. Prospectivity and Exploration Potential

Independent Geologist Report

==> picture [107 x 42] intentionally omitted <==

5. Bindoon Project

5.1. Introduction

The Bindoon Project comprises one exploration licence (E70/5606) and two exploration licence applications (E70/5428 and E70/5616), which collectively cover a total area of 35 Blocks (~105km[2] ) in the newly defined West Yilgarn Ni-Cu-PGE Province, WA. The project is sub-divided into three sub-projects, namely:

Bindoon North (E 70/5606)
Bindoon Central (ELA 70/5428)
Bindoon South (ELA 70/5616)

5.2. Location, Access & Topography

The Bindoon Central project area is centred approximately 20km east of the township of Bindoon, approximately 70 km northeast of Perth (Figure 5:1). Access is via the paved Great Northern Highway and other paved roads generally between Bindoon and Toodyay townships. Unpaved tracks can be used for access within the tenement.

The Bindoon North project area is situated approximately 100km NNE of Perth and is located between Bindoon and New Norcia. Once within the Project area, access is mainly via private farm roads or dirt tracks.

The majority of the tenements lies within the Julimar State Forest. Consequently, the tenement conditions reflect the requirements to appropriately manage the various environmental issue of dieback risk, the potential for rare and endangered species of flora and fauna, and the management of the Avon River catchment system.

Figure 5:1 Bindoon Project – Location & Access

==> picture [455 x 280] intentionally omitted <==

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

Bindoon North
Bindoon Central
Bindoon South
----- End of picture text -----

Independent Geologist Report

==> picture [107 x 42] intentionally omitted <==

Sole land use in the area is agriculture, including various grain crops, sheep and some cattle.

5.3. Regional Geology

The Bindoon Project is bounded by the Perth Basin and Darling Fault to the west, and the Darling Range Plateau dominates the central-eastern portion of the Project area.

The Darling Range plateau is well developed from the ~280m ASL, and its western margin is deeply incised by E-W trending drainages. These drainages generate narrow peninsulas of laterite capped plateau, trending E-W, which is essentially at right angles to the underlying regional strike of the N-S magnetic trends associated with gneiss, granite and mafic dykes.

A second plateau is developed at ~320m ASL and possibly a third at ~340m ASL. The suggestion is that the eastern portion of the plateau at the 320m RL retains a more intact weathering profile than the western 280m RL at Minston Park, which appears to have thin laterite development, with a fresh basement outcrop at approximately 275m RL. Thus, the 280m Plateau is possibly younger, with the original laterite stripped off and redeveloped, i.e., juvenile laterite on a younger plateau.

The plateau is dominated by a lateritised surface, the thickness of which is highly variable, ranging from <1m to ~10m, underlain by saprolitic clay profile to a depth of ~30m. Fresh rock is well exposed at the base of the incised drainages, composed of gneissic sediments, granitoids and fine-grained green mafic sequences.

Rock Types includes:

Laterite; Consisting of matrix and clast supported pisolitic laterite, with the well-rounded pisolites, ranging from several millimetres to several centimetres in diameter.

The aeromagnetics shows a strong linear N-S strike of narrow magnetic responses. There are numerous NNE trending magnetic features, which are interpreted to be thin mafic dykes within more siliceous sequences of granodiorite.

Independent Geologist Report

==> picture [107 x 42] intentionally omitted <==

Figure 5:2 Bindoon Project – GSWA 1:500K geology

==> picture [447 x 274] intentionally omitted <==

The Bindoon Central and South Project areas come to within 10km SE of the Chalice Mining Limited (ASX: CHN) Julimar Discoveries project. Chalice made a significant greenfield PGENi-Cu-Au discovery at the Julimar Project (the Gonneville Discovery) in March 2020. The major greenfield discovery was made in a largely unexplored area and defined the new West Yilgarn Ni-Cu-PGE Province in WA. Chalice interpreted the possible presence of a maficultramafic layered intrusive complex (the ‘Julimar Complex’) based on high-resolution airborne magnetics. The Julimar Complex is interpreted to extend over ~26km of strike and is confirmed to be highly prospective for nickel, copper and platinum group elements (PGE).

5.4. Previous Exploration

The previous exploration of the property is virtually non-existent. Only one historic drill hole that targeted some shallow glauconite sand (potash derivative) in 1996 was located. The previous exploration within the Bindoon Project tenements has focused on evaluating the region for surface bauxite deposits. Little to no exploration for nickel-copper and platinum group elements has taken place.

At Bindoon South, some surface samples were previously collected and analysed in search of a bauxite deposit, which were not assayed for Ni-Cu-PGE and are therefore not material for the purposes of this Report. Mapping of the bedrock geology indicates Greenstones within Granite, therefore potentially conduits at depth, with similar potential stratigraphy as Julimar deposit to the NE (Figure 5:3).

Independent Geologist Report

==> picture [107 x 42] intentionally omitted <==

Figure 5:3 Bindoon South Sub-Project – Bedrock Geology

==> picture [445 x 274] intentionally omitted <==

The radiometric and aeromagnetics imaging indicate structures & magnetic anomalies at both Bindoon South and Bindoon Central (Figure 5:4).

Figure 5:4 Bindoon South and Central Sub-Project – GSWA Radiometric

==> picture [454 x 296] intentionally omitted <==

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

Bindoon Central
Bindoon South
----- End of picture text -----

Independent Geologist Report

==> picture [107 x 42] intentionally omitted <==

The most intriguing at Bidoon central is the unexplained ferric oxide anomaly at the southern end of the property, which could indicate favourable mafic or ultramafic rocks in the area (Figure 5:5).

Figure 5:5 Bindoon Central Sub-Project – GSWA Aster Ferric Oxide

==> picture [450 x 292] intentionally omitted <==

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

Bindoon
Central
----- End of picture text -----

The Bindoon North Property lies right on a large crustal fault line – the Darling Fault with Sediments are to the west, and Archaean basement rocks to the east; host rocks may exist under the sediments and laterite with potential mineralisation conduits at depth (Figure 5:6).

Figure 5:6 Bindoon North Sub-Project – Bedrock Geology

==> picture [395 x 231] intentionally omitted <==

Independent Geologist Report

==> picture [107 x 42] intentionally omitted <==

Gravity imagery shows the Bindon North property lies right on a large crustal fault line – the Darling Fault. Looking within the basement rocks, the Bindoon North property is about 3km west of the gravity high that incorporates Julimar (Figure 5:7).

Figure 5:7 Bindoon Project – GSWA Gravity

==> picture [452 x 295] intentionally omitted <==

5.5. Prospectivity and Exploration Potential

The Company’s tenements are located within the Western Gneiss Terrain of the Archaean Yilgarn Craton of southwest Australia. The prospective areas are within the “Julimar Complex”, a series of north-trending magnetic anomalies in the western part of the Jimperding Metamorphic Belt containing mineralised prospects. The Company has interpreted the outline shape of “Julimar Complex” based on this description.

The Julimar Complex comprises layered basic/ultramafic intrusions prospective for nickel sulphide related mineralisation. The recent Chalice discovery within the Complex adds significant support for the overall prospectivity of the Julimar Complex.

Mining Insights recommends that Viridis commence desktop review followed by field mapping, surface geochemistry, and additional geophysics after the grant of tenements to define potential drill targets.

Independent Geologist Report

==> picture [107 x 42] intentionally omitted <==

6. Poochera Kaolin-Halloysite Project

The Poochera Project comprises one exploration licence application (ELA2020/00220), which cover an area of 329km[2] in the Eastern Eucla Basin, South Australia. The tenement application was applied on 27 November 2020 by Dig Ore Pty Ltd.

6.1. Location, Access & Topography

The Poochera Project is situated approximately 330km west of Port Augusta and approximately 630km northwest of Adelaide in the Eastern Eucla Basin of South Australia (SA).

The Poochera settlement is located approximately 8km west of the tenement boundary. The Eyre Highway connecting Port Augusta in SA to Norseman in WA bisects the project area (Figure 6:1).

Figure 6:1 Poochera Project – Location & Access

==> picture [454 x 289] intentionally omitted <==

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

Poochera Project
----- End of picture text -----

The Poochera area is the centre point of a large agricultural area specialising in cereal crops and sheep rearing.

6.2. Regional Geology

There have been five marine transgressions into the Eucla Basin during the last 50 million years. Currently, four sets of palaeo-shorelines are recognised, ranging in age from middle

Independent Geologist Report

==> picture [107 x 42] intentionally omitted <==

Eocene to Pliocene. These shorelines sequences have the potential to host industrial and heavy mineral deposits. These are summarised below:

The oldest is the poorly defined Wilson Bluff Shoreline, probably dominated by the Hampton sandstone and situated in the central portion of the basin.
The Middle Eocene Tortachilla Transgression contains beach deposits within the Lower Pidinga and Lower Ooldea Formations. The Ooldea Range Shoreline was formed during this time and hosts the Jacinth and Ambrosia Deposits.
The Paling and Barton Ranges are made up of Late Eocene beach or barrier facies sands.
A younger set of Neogene shorelines exist in the southeastern part of the basin formed at a high angle to the Eocene shorelines.

The Ooldea, Barton and Paling Ranges formed initially as spits and barrier islands during the period of maximum transgression at the end of the Eocene. These dunes contain a core of marine Eocene Hampton Sandstone, which is overlain by Eocene Ooldea Sandstone (possibly of aeolian origin). Nullarbor Limestone was formed in the Pliocene over much of the central basin to the southwest of these major landform features. (The Nullarbor limestone has left a fringe of prospective marine sands around the rim.)

Erosion from the last regressive phase has resulted in vast quantities of quartz sand blown inland. This Quaternary sand has blanketed the land surface, covering the area with a series of longitudinal dunes, known geographically as the Great Victoria Desert.

Figure 6:2 Poochera Project –SARIG 5M Regional geology

==> picture [451 x 256] intentionally omitted <==

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

Poochera Project
----- End of picture text -----

The eastern Eucla basin is underlain by Archaean to Middle Proterozoic metamorphic complexes produced during orogenic uplift of the Gawler Craton that includes granite, gneiss, and mafic/ultramafic intrusives of the Gawler Range Volcanics. Together with the Musgrave Block to the north, these rocks have acted as a sediment source for the Tertiary sediments

Independent Geologist Report

==> picture [107 x 42] intentionally omitted <==

that unconformably overly the Gawler Craton and are thought to be the main source of industrial minerals for this region.

During the multiple transgression events within the Eyre Peninsula portion of the Eucla Basin, a number of depositional environments occurred with differing energy regimes. These include marine and non-marine sediments forming in a range of environments from offshore to beach, dunal, estuarine and fluvial sediments, deposited during the different transgression phases. Refer to Figure 6:3 for a typical intersection of the Eyre Peninsula Geology.

Figure 6:3 Typical Section through Eyre Peninsula Geology

==> picture [304 x 233] intentionally omitted <==

6.3. Geology and formation of Halloysite-Kaolinite

Halloysite is a relatively common mineral that often crystallises together with kaolinite; the two polymorphs of kaolin are not easily separated. Deposits suitable for commercial development are comparatively rare and occur either as relatively pure masses of halloysite (e.g., Dragon Mine, Utah; Camel Lake) or as large, lower-grade sources from which halloysite can be readily separated (e.g., Matauri Bay deposits, New Zealand).

Geological environments include volcanic rocks altered by supergene or low-temperature hydrothermal fluids, or where acid groundwater interacts with reactive silicates, often in close proximity to carbonate rocks. Thermodynamic properties of kaolinite favour its formation over halloysite, and this is reflected in the far greater relative abundance of kaolinite. Halloysite, however, has a lower activation energy of nucleation than kaolinite and would be expected to be the first kaolin mineral to precipitate from solution (Steefel and van Cappellen 1990). This situation is enhanced where pre-existing silicates undergo rapid leaching and dissolution and where few mineral substrates are available for nucleation of kaolinite crystallites. Formation and preservation of halloysite are more likely in an environment that remains wet but where fluid chemistry fluctuates, in particular, where cycles of corrosive (acidic) fluids interact with volcanic glass or less stable silicate minerals such as Ca-plagioclase or smectitic clays under the influence of a steep chemical or thermal gradient that modifies the solubility of Al and Si ions, leading to rapid nucleation of halloysite crystallites. Under these conditions, fluid

Independent Geologist Report

==> picture [107 x 42] intentionally omitted <==

saturation levels are quickly lowered to the point where any kaolinite precursors are resorbed and the predominance of halloysite is enhanced (Fritz and Noguera 2009).

In the case of Camel Lake halloysite in SA, acidic saline groundwater was developed during oxidation of lignitic, pyritic sands of Eocene Pidinga Formation within buried fluvial channels that drained towards the coastal margin of the former marine Eucla Basin. Uplift through regional, gentle warping (Hou et al. 2008) and drier climatic conditions in the Late Neogene both contributed to a general lowering of groundwater levels that likely accelerated oxidation of reduced sediments in the paleo-valleys. In the region of Camel Lake, lateral groundwater flow within the channels was and continues to be, towards the southwest and west, with discharge zones in low-lying areas behind former offshore barrier islands and paleo-coastal dunes that mark the landward extent of the Eucla Basin. Intermittent groundwater discharge continues to occur in eroded hollows where Eocene sands are exposed in present day playa lakes. At these sites, evaporation results in increased salinity and acidity, leading to precipitation of gypsum and alunite. The Pidinga Formation sands are extensively overlain by Miocene lacustrine illite/smectite clays grading upwards into dolomite and pisolitic limestone, collectively termed Garford Formation. The thin clay and carbonate units buffer groundwater acidity at discharge sites. This is the situation at Camel Lake where acid groundwater from oxidised Eocene sands interacts with the overlying Garford Formation (Figure 6:4).

Figure 6:4 Geological setting of halloysite deposits formed by acid groundwater at the Camel Lake site, near Maralinga, South Australia

==> picture [373 x 330] intentionally omitted <==

Independent Geologist Report

==> picture [107 x 42] intentionally omitted <==

6.4. Local Geology

‐ The depth to the top of the kaolin halloysite zone in the region ranged from 10m to 20m below the surface. Surficial calcrete, including powdery, nodular and massive types, is present. Below the ‐ calcrete horizon, soft sandy clay cover persists to the top of the kaolin halloysite zone. A silcrete horizon occurs around the contact between the cover sediments and the kaolin ‐ halloysite zone and ‐ ‐ varies from a weak induration to a hardpan. The kaolin halloysite zone is formed from a quartz bearing granite parent, with the mineralised zone being dominantly bright white material.

6.5. Mineralisation

Kaolin deposits in the local Poochera area, such as the Great White deposit, were developed ‐ in-situ by lateritic weathering of the feldspar rich Hiltaba Granite. The resultant kaolin deposit at Great White is a sub ‐ horizontal zone of kaolinised granite resting with a fairly sharp contact on unweathered granite. The kaolinised zone is overlain by loosely consolidated Tertiary and Quaternary sediments.

‐ High-quality kaolin halloysite deposits occur extensively across the Poochera Region. Andromeda Metals Limited (ASX: ADN) holds extensive landholding to the west, including world-class Great White and hammerhead Kaolin-Halloysite projects and other KaolinHalloysite deposits, including Karcultaby, Manta, Tootla and Tomney deposits (Figure 6:5).

Figure 6:5 Poochera – Neighbouring Kaolin-Halloysite Deposits

==> picture [450 x 232] intentionally omitted <==

Halloysite is a rare derivative of kaolin where the mineral occurs as nanotubes. Halloysite has a wide variety of industrial uses beyond simple kaolin and commands a significant premium above the average kaolin price. The Poochera region kaolin deposits contain variable admixtures of kaolin and halloysite that appear amenable to produce specific low, medium and high halloysite blends for the ceramic markets, new nanotechnology applications, and as a strengthening additive in the cement and petroleum fracking industries.

Independent Geologist Report

==> picture [107 x 42] intentionally omitted <==

6.6. Previous Exploration

Limited exploration has occurred at the Poochera Project for Kaolin-Halloysite.

Newcrest drilled 9 RC drill holes on the current tenement area during 1997, exploring for gold and base metals. Subsequently, Minotaur Operations Pty Ltd. drilled three air-core drill holes in 2006 exploring for gold, copper, iron and uranium oxide. Unfortunately, none of these drill holes reported any significant results.

6.7. Exploration Potential

There is no evidence of significant deformation in the Eyre Peninsula area since the emplacement of the Hiltaba Suite Granite, which has provided conditions suitable for preserving thick mantle products formed by deep weathering such as kaolinite and halloysite. Widespread weathering has formed several kaolin deposits and occurrences on the Eyre Peninsula, including Andromeda Metals Ltd Great White (Mineral Resource of 34.6Mt of “bright white” kaolinised granite), Hammerhead (Inferred Resource of 51.5 Mt of “bright white” kaolinised granite) and Mt Hope deposits (AND ASX announcements: 29 September 2020 and 26 November 2020).

The Poochera project comprises 329km[2] of greenfields exploration tenure that has not previously been explored for kaolin or halloysite, despite adjoining the Andromeda Joint Ventures that hosts the Great White and Hammerhead Kaolin/Halloysite deposits. The local geology of the Poochera project appears very similar to that of the Great White and Hammerhead deposits.

Independent Geologist Report

==> picture [107 x 42] intentionally omitted <==

7. Smoky Kaolin-Halloysite Project

The Smoky Project comprises one exploration license (EL8944), which cover two blocks (6km[2] ) in the upper Hunter Valley region of New South Wales (NSW). The tenement was granted on 18 February 2020 to Dig Ore Pty Ltd for group 5 minerals (clay minerals).

7.1. Location, Access & Topography

The Smoky Project is located in the Hunter Valley region of NSW, approximately 100km northwest of the Port city of Newcastle. The New England Highway connecting Newcastle to Brisbane via an inland route passes approximately 2km to the west of the tenement boundary. The Township of Murrurundi, with a population of 900 people, is located approximately 15km from the project area.

The EL8944 tenement (shown in blue) was granted to Dig Ore Pty Ltd for group 5 minerals (clay minerals). Newmont has an overlapping exploration license (EL9043, shown in yellow) for group1 minerals (metallic minerals) (Figure 7:1)

Figure 7:1 Smoky Project – Location & Access

==> picture [454 x 243] intentionally omitted <==

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

Smoky Project
----- End of picture text -----

The Upper Hunter region experience a drier, hotter climate with the temperature reaching up to 42°C at times during the warmer months (November to March). The Upper Hunter is the largest horse-rearing region in Australia, with most of the farms used for cattle grazing purposes.

7.2. Regional Geology

The Smoky project area lies within and straddles the eastern margin of the Tamworth Forearc Basin tectonic unit encompassing a range of stratigraphic units from Devonian to Permian in age. The Werrie Basin, developed in the southern part of the region, is broadly synclinal in nature, traversed by numerous longitudinal and transverse faults at least partly related to movement on the major Mooki Thrust fault, which forms the western margin of the block and extends northwards. To the west of the Mooki Thrust, the tenements overlie part of a shelf like a block known as the Boggabri Ridge.

Independent Geologist Report

==> picture [107 x 42] intentionally omitted <==

Lithologies in the eastern region are younger to the west and range in age from undifferentiated Devonian strata (Tamworth Beds) through the Carboniferous Merlewood and Currabubula Formations volcano-sedimentary nature up into the fluviatile sedimentary Temi and Willow Tree Formations of Early Permian age. The core of the Werrie Basin was subsequently infilled by a broad extent of Werrie Basalt, again Early Permian in age and intimately related to the development of several major volcanic centres with intermediate/ alkalic to rhyolitic volcanism of the Warrigundi Complex, at Mt Terrible, Dunover Mountain and Piallaway Paddock Mountains.

Probable Werrie basalt age equivalents are also found on the Boggabri Ridge, a short distance south of Gunnedah. In addition, somewhat later intrusive activity is seen at Bald Hill, where a small stock of monzonite of probable very late Permian age is found, and other intrusive units are mapped at several other points along the Kelvin Fault.

The relatively condensed stratigraphic sequence is suggestive of major disconformities and depositional breaks. McPhie (1986) placed the area in a tectonic framework, classifying the observed sequences as a Late Carboniferous volcanic arc of Andean style.

Mineralisation and alteration appear to have occurred in two major episodes, firstly related to the volcanism associated with the development of the Currabubula Formation, essentially Late Carboniferous in age and a later, probably Permian metallogenic event related to the emplacement of the Bald Hill intrusive centre.

Figure 7:2 Smoky Project – NSW Minview Regional Geology

==> picture [448 x 298] intentionally omitted <==

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

Smoky Project
----- End of picture text -----

The earlier event has been resolved as a widespread apparently strata-bound gold geochemical anomaly stretching much of the length of the Carboniferous stratigraphy along the eastern margin of the Werrie Basin. The later mineralisation event is characterised by

Independent Geologist Report

==> picture [107 x 42] intentionally omitted <==

small scale base metal veining and alteration associated with the Bald Hill intrusive monzonite. Gold anomalies identified in recent drainage samples at the Kilphysic and Namoi River Prospects, the latter in association with alluvial platinum grains, suggest a range of not yet fully understood mineralisation styles.

In recent years the area has received scant attention from exploration groups.

7.3. Local Geology

Spherical halloysite aggregates have been identified for the first time in mineral matter isolated from bituminous coals in Hunter Valley. The spherules found in Permian coals of the Sydney basin, New South Wales, range from 0.4 to 0.6 µm in diameter and have a delicate ring-like structure that helps to confirm the halloysite identification. They appear from their location to be related to influxes of pyroclastic debris, either directly or from nearby soils, into the original peat accumulation. The buckled structure in the ring-like pattern and the related crude polyhedral outlines probably reflect shrinkage with dehydration during the coalification process.

At the Burning Mountain local area, beds of kaolinite have formed from non-marine coal origin and range from 50m to over 200m thickness. The small historical halloysite quarry exists in the area, which is South-west of the Smoky Project (Figure 7:3).

Figure 7:3 Smoky Project – Location of Historical Halloysite Quarry (Red Circle)

==> picture [452 x 270] intentionally omitted <==

The Smoky area is potentially one of the few sites of the natural occurrence of metakaolin. The nodular metakaolin is an intermediate phase in the transition of ordered kaolinite to halloysite. The metakaolin that comprises the nodule core is mainly in the form of plates, whereas the outer halloysite layer is predominantly spheroidal.

Independent Geologist Report

==> picture [107 x 42] intentionally omitted <==

Historical recordings indicate that in addition to the spheroidal and tubular formations, the halloysite at Burning Mountain is also present as thin veins, which appear to infill contraction fractures in the clay zones.

Figure 7:4 Smoky Project – Local Geology with Halloysite Quarry at SW Corner and drilling location (red circle)

==> picture [451 x 243] intentionally omitted <==

7.4. Previous Exploration

Limited exploration has occurred at the Smoky Project. Steetley Industries Limited drilled two diamond holes at the current tenement area in 1983. Drillhole to the SW was logged to contain Kaolinite Clayrock from 0m to 23m (end of hole), while the drill hole to the NW was logged to contain halloysite from 11m to 14.5m, Metakaolin from 21m to 26.5m and kaolinite from 27m to 43m (end of hole). No assays were reported.

7.5. Exploration Potential

Smoky Project is an early-stage greenfield exploration project with a very limited exploration history.

In the project area, beds of kaolinite have been formed, potentially from the non-marine origin,

and range to 50m thickness.

Below the seams, near the bases of these beds, temperatures are lower, resulting in metakaolin. Much of the metakaolin has subsequently been re-hydroxylated by groundwater to yield halloysite. Thus, the Smoky area is potentially one of the few sites of the natural occurrence of metakaolin. The nodular metakaolin is an intermediate phase in the transition of ordered kaolinite to halloysite. The metakaolin that comprises the nodule core is mostly in the form of plates, whereas the outer halloysite layer is predominantly spheroidal.

The internodular halloysite, in contrast, is mostly tubular, and have maximum electron density at the margins, and probably represent plates that have been furled from opposite sides. Historical recordings indicate that in addition to the spheroidal and tubular formations, the

Independent Geologist Report

==> picture [107 x 42] intentionally omitted <==

halloysite at Burning Mountain area is also present as thin veins, which appear to infill contraction fractures in the clay zones.

Independent Geologist Report

==> picture [107 x 42] intentionally omitted <==

8. Project Risks

Mineral exploration and development are high-risk undertakings. There can be no assurance that exploration of acquired projects or any other exploration properties that may be acquired in the future will result in the discovery of an economic resource. Even if an apparently viable resource is identified, there is no guarantee that it can be economically exploited.

Mining Insights has identified a range of risk elements or risk factors that may affect the project's future exploration and operational performance. The future exploration activities of the Company may be affected by a range of factors, including geological conditions, limitations on activities due to unanticipated operational and technical difficulties, industrial and environmental accidents, native title process, changing government regulations and many other factors beyond the control of the Company.

Some of the risk factors are completely external and beyond the control of management. However, project-specific risks can be mitigated by taking the proper measures in advance. Key project risks that have been identified are discussed below.

8.1. Mining Approvals, tenure and Permits

Some of the tenements are not granted yet.

Some of the granted tenement is set to expire during the next two years. An application to extend the term of the Tenement can be made for a further term. For the term to be extended, the Minister must be satisfied that a prescribed ground for extension of the exploration licence exists. The grant of any mining lease in due course will be subject to such State and Commonwealth regulatory approvals, as may be required.

8.2. Exploration Risk

The exploration risks associated with the project are generic and common to most greenfield exploration projects. Mining Insights’ opinion does not pose a significantly higher risk than any other early-stage exploration project.

8.3. Resources & Reserve Risk

No Mineral Resource has been reported within the tenement. Moving forward, it may be possible that further exploration, geological and metallurgical assessment may result in a no mineral resource being delineated, which would have a material impact on the technical value of the concession.

No Ore Reserve has been defined at any of these projects. Moving forward, it may be possible that further technical studies may not result in the development of Ore Reserve, which would have a material impact on the value of the project.

8.4. Processing Risk

No processing tests and design work has been completed so far. Moving forward, it may be possible that further test work may not result in a suitable process and unacceptable product grade and metallurgical recoveries.

8.5. Environmental Risks

Independent Geologist Report

==> picture [107 x 42] intentionally omitted <==

The exploration risks associated with the project are generic and common to most greenfield exploration projects, including groundwater disturbance, flora and fauna habitat protection.

8.6. Commodity Price Risk

The Company's ability to proceed with the development of its mineral projects and benefit from any future mining operations will depend on market factors, some of which may be beyond its control. It is anticipated that any revenues derived from mining will primarily be derived from the sale of these metals/concentrates. Consequently, any future earnings are likely to be closely related to the price of this commodity and the terms of any off-take agreements that the Company enters into.

Metal prices and their demand are cyclical in nature and subject to significant fluctuations. Any significant decline in the prices of these or demand could materially and adversely affect the company’s business and financial condition results of operations and prospects.

8.7. Development and Operations Risk

The success of the Viridis Mining and Minerals projects will also depend upon the Company having access to sufficient development capital, being able to maintain title to its projects and obtaining all required approvals for its activities.

The operations may be affected by various other factors, including failure to achieve predicted grades in exploration and mining, operational and technical difficulties encountered in mining; difficulties in commissioning and operating plant and equipment, mechanical failure or plant breakdown, unanticipated metallurgical problems which may affect extraction costs; adverse weather conditions, industrial and environmental accidents, industrial disputes and unexpected shortages or increases in the costs of consumables, spare parts, plant and equipment.

Independent Geologist Report

==> picture [107 x 42] intentionally omitted <==

9. Proposed Exploration Program

The Independent Geologist believes the Project has sufficient technical merit to justify ongoing exploration and development. Viridis Mining and Minerals has proposed a staged exploration program for its projects over two years following its listing on the ASX. The Company’s exploration program going forward will mainly focus on verification and critical re-assessment of the geology and historical exploration data to generate detailed targets for subsequent drilling and mineral resource estimation.

Viridis Mining and Minerals has planned a systematic exploration based on the previous exploration undertaken. Table 9:1 shown the proposed exploration expenditure over the next two years.

Table 9:1 Exploration Expenditure Budget

Activities	Minimum Subscription ($5m)	Minimum Subscription ($5m)	Minimum Subscription ($5m)	Maximum Subscription ($5.5m)	Maximum Subscription ($5.5m)	Maximum Subscription ($5.5m)
	Year 1	Year 2	Total	Year 1	Year 2	Total
	South Kitikmeot Project
Heritage, Approvals	$10,000	$10,000	$20,000	$10,000	$10,000	$20,000
Detailed mapping	$30,000		$30,000	$30,000		$30,000
Geochemical Sampling	$30,000		$30,000	$30,000		$30,000
Reprocess Geophysical Data	$50,000		$50,000	$50,000		$50,000
Geophysics Surveys	$100,000	$50,000	$150,000	$100,000	$50,000	$150,000
Drilling & Assay	$500,000	$900,000	$1,400,000	$500,000	$1,000,000	$1,500,000
Mineral Resource Estimation		$60,000	$60,000		$60,000	$60,000
Metallurgical testing		$60,000	$60,000		$60,000	$60,000
South Kitikmeot Project	$720,000	$1,080,000	$1,800,000	$720,000	$1,180,000	$1,900,000
	Boddington West Project
Heritage, Approvals	$10,000	$5,000	$15,000	$10,000	$5,000	$15,000
Detailed mapping	$10,000		$10,000	$10,000		$10,000
Geochemical Sampling		$25,000	$25,000		$25,000	$25,000
Geophysics Surveys					$25,000	$25,000
Boddington West Project	$20,000	$30,000	$50,000	$20,000	$55,000	$75,000
	Bindoon Project
Heritage, Approvals	$10,000	$10,000	$20,000	$10,000	$10,000	$20,000
Detailed mapping	$20,000	$20,000	$40,000	$20,000	$20,000	$40,000
Geochemical Sampling	$30,000	$30,000	$60,000	$30,000	$40,000	$70,000
Geophysics Surveys		$50,000	$50,000		$50,000	$50,000
Drilling		$180,000	$180,000	$65,000	$180,000	$245,000
Bindoon Project	$60,000	$290,000	$350,000	$125,000	$300,000	$425,000
	Poochera Project
Heritage, Approvals	$10,000	$10,000	$20,000	$10,000	$10,000	$20,000
Detailed mapping	$30,000		$30,000	$30,000		$30,000
Geochemical Sampling		$40,000	$40,000		$40,000	$40,000
Drilling		$60,000	$60,000		$110,000	$110,000
Poochera Project	$40,000	$110,000	$150,000	$40,000	$160,000	$200,000
	Smoky Project

Independent Geologist Report

==> picture [107 x 42] intentionally omitted <==

Activities	Minimum Subscription ($5m)	Minimum Subscription ($5m)	Minimum Subscription ($5m)	Maximum Subscription ($5.5m)	Maximum Subscription ($5.5m)	Maximum Subscription ($5.5m)
	Year 1	Year 2	Total	Year 1	Year 2	Total
Heritage, Approvals	$10,000	$10,000	$20,000	$10,000	$10,000	$20,000
Detailed mapping	$30,000		$30,000	$30,000		$30,000
Geochemical Sampling	$30,000		$30,000	$30,000		$30,000
Drilling		$70,000	$70,000		$120,000	$120,000
Smoky Project	$70,000	$80,000	$150,000	$70,000	$130,000	$200,000
Total Exploration Expenditure	$910,000	$1,590,000	$2,500,000	$975,000	$1,825,000	$2,800,000

A summary of the proposed exploration expenditure is shown in Table 9:2.

Table 9:2 Exploration Expenditure Summary

Project	Minimum Subscription ($5m)	Minimum Subscription ($5m)	Minimum Subscription ($5m)	Maximum Subscription ($5.5m)	Maximum Subscription ($5.5m)	Maximum Subscription ($5.5m)
	Year 1	Year 2	Total	Year 1	Year 2	Total
South Kitikmeot Project	$720,000	$1,080,000	$1,800,000	$720,000	$1,180,000	$1,900,000
Boddington West Project	$20,000	$30,000	$50,000	$20,000	$55,000	$75,000
Bindoon Project	$60,000	$290,000	$350,000	$125,000	$300,000	$425,000
Poochera Project	$40,000	$110,000	$150,000	$40,000	$160,000	$200,000
Smoky Project	$70,000	$80,000	$150,000	$70,000	$130,000	$200,000
Exploration Expenditure	$910,000	$1,590,000	$2,500,000	$975,000	$1,825,000	$2,800,000

The proposed budget allocations assume that all tenements and claims making up each Project are granted. As at the date of this IGR, the tenements making up the Boddington West Project and Poochera Halloysite Project remain under application. If these applications are not granted, the Company intends to reallocate an additional $200,000 on Minimum Subscription and $275,000 on Maximum Subscription toward drilling at the South Kitikmeot Gold Project, with the balance of funds raised to be applied toward the Company’s working capital requirements.

Mining Insights considers that the exploration programs and budgets proposed by the Company (Table 9:1 and Table 9:2) are appropriate given the relatively early development stage of the Projects, having regard to the strategy and priorities of the Company and are based on sound technical merit.

Independent Geologist Report

==> picture [107 x 42] intentionally omitted <==

10. Conclusions

Mining Insights makes conclusions and recommendations based on the results of its own studies and that of the Company’s other technical consultants.

Mining Insights concludes that the Askari Resources portfolio of projects presents exposure to an attractive range of grassroots exploration plays. Further exploration and evaluation work is warranted on each of the projects.

The Independent Geologist’s Report has been prepared on information available up to 8 November 2021, and Mining Insights is not aware of any material change to the Company’s mineral interests since that date.

Independent Geologist Report

==> picture [107 x 42] intentionally omitted <==

11. References

ASIC. Regulatory Guide 112: Independence of Experts. 2011. http://www.asic.gov.au/asic/pdflib.nsf/LookupByFileName/rg112-300332011.p

JORC, 2012: Australasian Code for Reporting Exploration Results, Mineral Resources and Ore Reserves. December 2012.

Barnett, W., Nowak, M., Yakasovich, J., Iakolev, I., Royle, M., Laudrum, A., Rykaart, M., Duncan, J. and Nakai-Lajoie, P., 2012. Preliminary Economic Assessment Report for the Back River Gold Project, Nunavut Territory, Canada. NI 43-101 Technical Report, SRK Consulting, 336 pp.

Beauchamp, D., 1989. Compilation Report on the Geology, Geophysics and Geochemistry of the Northwest Territories: Report covering Mineral Claims Q, MG1-3A, FIRE 1-4, TOMLA 1-2, MUSKOX 1-56, WASP 1-22, UP 1-8. DIAND Assessment Report 082927.

Beauchamp, D., 1990. Geological report on the Migration Lake Project, July, 1990, District of MacKenzie, NWT. Assessment report for Equity Silver Mines Ltd.

Bleeker, W., Ketchum, J.W.F. and Davis, W.J., 1999. The Central Slave Basement Complex, Part I: Its structural topology and autochthonous cover. Canadian Journal of Earth Sciences, vol. 36, p. 1083-1109.

Bostock, H.H., 1980. Geology of the Itchen Lake area, District of MacKenzie. Geological Survey of Canada, Memoir 391, Map 1473A, scale 1:250,000.

Broadbent, C. and Luffman, G., 1989. Prospecting and Reconnaissance Mapping Field Program, JulyAugust 1989, District of MacKenzie, NWT. Nunavut Mining Recorder: Assessment Report AR 082951 for Bre-X Minerals Ltd.

Brophy, J.A. (ed.) 1983. Lupin Mine. In: Mineral Industry Report 1982-1983. Yellowknife: INAC. P. 33.

Bullis, H.R., Hureau, R.A. and Penner, B.D., 1994. Distribution of gold and sulfides at Lupin, Northwest Territories. Economic Geology, vol. 89 no. 6, p. 1217-1227.

Caddey, S. R.L. Backman, T.J. Campbell, R. R. Reid and R. P. Otto, 1991. Homestake Gold Mine, An early Proterozoic, iron formation – hosted gold deposit, Lawrence County, South Dakota. United States Geological Survey Bulletin 1857.

Cater, D. 2010. Technical Report Back River Project, Nunavut Territory, Canada. National Instrument 43-101 report prepared for Sabina Gold and Silver Corporation.

Canadian Securities Administrators (CSA), 2005. National Instrument 43-101, Standards of Disclosure for Mineral Projects. Canadian Securities Administrators.

Cote, R. and C. Campbell, 2008. The 2007 High Resolution HeliGEOTEM survey & preliminary ground follow-up using rock & soil geochemical sampling over selected A.E.M. anomalies. National Instrument 43-101 Report prepared for Savant Explorations Ltd.

Independent Geologist Report

==> picture [107 x 42] intentionally omitted <==

Dufresne, M.B. and Johnston, R.K., 1987. Back River Joint Venture exploration – 1986: Malley Rapids – Esker Lake area, MacKenzie Mining District, NWT. Trigg, Woollett, Olson Consulting Ltd. Internal Report.

Ecosystem Classification Group, 2008. Ecological Regions of the Northwest Territories - Taiga Shield. Department of Environment and Natural Resources, Government of the Northwest Territories, Yellowknife, NT, Canada. 146 pp. plus insert map.

Ecological Stratification Working Group, 1995. A National Ecological Framework for Canada. Agriculture and Agri-Food Canada, Research Branch, Centre for Land and Biological Resources Research and Environment Canada, State of the Environment Directorate, Ecozone Analysis Branch, Ottawa/Hull. Report and national map at 1:7,500,000 scale.

Frith, R.A., 1981. Geology of Norse Lake and Beechey Lake, District of MacKenzie, Northwest Territories. GSC Open File 785.

Frith, R.A. and Percival, J.A., 1978. Stratigraphy of the Yellowknife Supergroup in the MaraBack Rivers area, District of MacKenzie. Geological Survey of Canada, Paper 78-1C, p. 367370.

Harron, G.A. 2012. Technical Report on the Lupin Mine. National Instrument 43-101 Report for Elgin Mining Inc.

Hodder, R.W. 2007. The Yava Property of Pacifica Resources Ltd.; Hackett – Back River Greenstone Belt, MacKenzie Mining District, Territory of Nunavut, Canada. National Instrument 43-101 Report for Pacifica Resources Ltd.

Jefferson, C.W., Beaumont-Smith, C.J. and Lustwerk, R.L., 1989. Stratigraphic and structural settings of iron formations and gold in the Back River area, District of MacKenzie, NWT. Geological Survey of Canada, Paper 89-1C, p. 293-304.

Keim, R. and White, D., 2013. Prospecting and Geological Mapping Assessment Report, Bling Property, Nunavut District, Nunavut, Canada. Assessment report for Panarc Resources Ltd.

Krause, R. 1987. Report on the June 7 – September 21, 1987, Regan Lake Area, Geological, geophysical and diamond drilling exploration program, District of Mackenzie, N.W.T.; Assessment Report for Sirius Energy Corporation Ltd. and Argus Resources Ltd.

Lambert, M.B., 2004. Geology, Back River volcanic complex, Nunavut-Northwest Territories. Geological Survey of Canada, Map 2041A, 1:50,000 scale.

Lambert, M.B., 2005. Back River volcanic complex: An Archean stratovolcano, NunavutNorthwest Territories. Geological Survey of Canada, Bulletin No. 581.

Law, J. and White, D., 2013. Assessment Report: Prospecting and Geological Mapping, Gold Bugs Property, NTS 76C/14 & 15, Kitikmeot Region, Nunavut, Canada. Assessment report for Panarc Resources Ltd.

McClintock, J.A., 1987. 1986 Summary Report. Geology, trenching, rock sampling on the Thistle Lake Property, NWT. Nunavut Mining Recorder: Assessment Report AR 082569 for Welcome North Mines Ltd.

Independent Geologist Report

==> picture [107 x 42] intentionally omitted <==

MacDonald, K. 1990. Report on the Jan 1 – Dec 31, 1990 Esker Lake Area Geological, geophysical, geochemical and diamond drilling exploration program, District of MacKenzie, NWT. Nunavut Mining Recorder Assessment Report AR 083086 for Equity Silver Mines Ltd. (Portion of Schiller 1992).

Peg Mining Consultants Inc. 2009. Preliminary Economic Assessment (Update) Hackett River Project, Nunavut, Canada. National Instrument 43-101 Technical Report of Sabina Gold & Silver Corp.

Relf, C., 1989. Archean deformation of the Contwoyto Formation metasediments, western Contwoyto Lake area, Northwest Territories. Geological Survey of Canada, Paper 89-1C, p. 95-105.

Salib, P. 1989. Airborne magnetic / VLF-EM / Survey. Nunavut Mining Recorder: Appendix to assessment report AR 092051 for Bresea Resources Ltd.

Schiller, E.A. 1992. Geological and geophysical report on the Muskox, Wasp and Up Claims, MacKenzie Mining District. Nunavut Mining Recorder: Assessment report AR 083086 for Equity Silver Mines Ltd.

Senkiw, M., 1986. Burnside Project – Report on geological and geophysical activities, JuneSeptember 1985, District of MacKenzie, NWT. Nunavut Mining Recorder: Assessment Report AR 082070 prepared for Bow Valley Industries Ltd.

Sherlock, R.L., R. B. Alexander, R. March, J. Kellner and W.A. Barclay, 2001. Geological setting of the Meadowbank iron-formation-hosted gold deposits, Nunavut. In: Geological Survey of Canada Current Research 2001-C11.

Stubley, M., 2005. Slave Craton: Interpretive bedrock compilation. NWT Geosciences Office, NWT-NU Open File 2005-01. Digital files and 2 maps.

Strand, P.D., 2007. Assessment Report: Esker Lake Gold Property, Back River Area, Kitikmeot Region, Nunavut Territory, Canada. Nunavut Mining Recorder: Assessment Report 085138 for Encore Resources Inc.

Thorpe, R.I. and Franklin, J.M., 1984. Chemical-sediment-hosted Gold. In Canadian Mineral Deposit Types: A Geological Synopsis. O.R. Eckstrand ed. Economic Geology Report 36, Geological Survey of Canada, p. 29.

Villeneuve, M.E., Lambert, M.B., van Breeman, O. and Mortensen, J., 2001. Geochronology of the Back River volcanic complex, Nunavut-Northwest Territories. Radiogenic Age and Isotope Studies, Report 14. Geological Survey of Canada, Current Research 2001-F2, 8 pp.

Zlotnikoc, D., 2008. A Northern Star: Canada’s first diamond mine celebrates a milestone. CIM Magazine, vol. 3, no. 7. pp. 40-43.

Bowden, B., 2012. Annual Exploration Report – Boddington District - 2012, Newmont Boddington Gold Pty Ltd.

Reynolds, G., 2010. Annual Exploration Report – Boddington District - 2010, Newmont Boddington Gold Pty Ltd.

Independent Geologist Report

==> picture [107 x 42] intentionally omitted <==

Strelein, A., 2002. Annual Exploration Report – Boddington District - 2002, Worsley Alumina Pty Ltd.

Godden, N.L., 1999. Annual Exploration Report – Saddleback Project District - 1999, Hedges Gold Pty Ltd.

Groenewald, B., 2012. Partial Surrender Report, Bauxite Alumina Joint Venture.

Compston D.M., 2011. Partial Surrender Report – Bindoon Project, Bestbet Pty Ltd.

Hickman, A.H., Smurthwaite, A.J., Brown, I.M., and Davy, R., 1992. Bauxite Mineralization in the Darling Range, Western Australia. Geological Survey of Western Australia Report 33.

Wilde S.A., and Low G.H., 1978; Geological Survey of Western Australia, “Explanatory Notes on the Perth Geological Sheet, SH50-14/13, 1:250 000 Series Map”, Perth, Western Australia.

Dahl, N, 2009. Exploration Licence 70/2444, Wandoo, annual report for the period ending 03/07/2009. Aluminex Resources Ltd.

Dahl, N, 2009. Exploration Licence 70/2692, Wandoo, annual report for the period ending 26/10/2009. Aluminex Resources Ltd

Dahl, N, 2009. Exploration Licence 70/2693, Wandoo, annual report for the period ending 23/01/2009. Swancove Enterprises Pty Ltd

O’Farrell, D. 2008. EL 70/2444, partial surrender report to Department of Industry and Resources, February 2008. Aluminex Resources Ltd.

Wyatt, J.D., 2008. Independent geologist report on Wandoo aluminium project for Aluminex Resources Ltd, June 2008.

Brosch, T., 2009, Relinquishment Report_EL3879, Iluka Resources Ltd.

McKinnon Matthews, W.J. & Hart, J., 2003. Streaky Bay Project EL2861Calca & EL2891 Poochera Combined Annual Technical Report from the year 2002-2003.

McKinnon Matthews, W.J., 2004. Streaky Bay Project EL2861Calca & EL2891Poochera.Combined Annual Technical Report for the period 14/02/03 – 13/02/04. April 2004.

McKinnon Matthews, W.J., 2005. Streaky Bay Project EL2861Calca & EL2891Poochera.Combined Annual Technical Report for the period 14/02/04 – 13/02/05. April 2004. Mayer, T.E., 2006. Combined Annual Technical Report EL2861 Calca & EL2891 Poochera, South Australia for year ending 13th January 2006. November.

Flint, R.B., Mayer, T.E., Murray, J.M., 2007. Combine Annual Technical Report EL2861 Calca, EL2891 Poochera South Australia for year ending 13th February 2007.

Sullivan, C., 2008. Annual Technical Report for Exploration Licence 3794 Poochera for the year ending 3rd of June 2008.

Independent Geologist Report

==> picture [107 x 42] intentionally omitted <==

Appendix A: JORC Code, 2012 Table 1

South Kitikmeot Gold Project

Section 1 Sampling Techniques and Data

Criteria	JORC Code explanation	Commentary
Sampling techniques	• Nature and quality of sampling (e.g. cut channels, random chips, or specific specialised industry standard measurement tools appropriate to the minerals under investigation, such as down hole gamma sondes, or handheld XRF instruments, etc). These examples should not be taken as limiting the broad meaning of sampling.	• Sampling was undertaken using Industry-standard practices utilising mostly diamond drilling.
	• Include reference to measures taken to ensure sample representivity and the appropriate calibration of any measurement tools or systems used.	• Given the historical nature of the drilling (1988 to 1990), no information is available about sample representivity and calibration.
	• Aspects of the determination of mineralisation that are Material to the Public Report.	• The drilling was completed by composite sampling normally 2 -4m with resampling to single metres for anomalous zones.
	• In cases where ‘industry standard’ work has been done this would be relatively simple (e.g. ‘reverse circulation drilling was used to obtain 1 m samples from which 3 kg was pulverised to produce a 30 g charge for fire assay’). In other cases more explanation may be required, such as where there is coarse gold that has inherent sampling problems. Unusual commodities or mineralisation types (e.g. submarine nodules) may warrant disclosure of detailed information.	• From the information reviewed, it appears that drilling and sampling was conducted using industry-standard techniques.
Drilling techniques	• Drill type (e.g. core, reverse circulation, open- hole hammer, rotary air blast, auger, Bangka, sonic, etc) and details (e.g. core diameter, triple or standard tube, depth of diamond tails, face- sampling bit or other type, whether core is oriented and if so, by what method, etc).	• Most of the drilling was based on diamond drilling. From the information reviewed, it appears that drilling was conducted using industry-standard techniques.
Drill sample recovery	• Method of recording and assessing core and chip sample recoveries and results assessed. • Measures taken to maximise sample recovery and ensure representative nature of the samples. • Whether a relationship exists between sample recovery and grade and whether sample bias may have occurred due to preferential loss/gain of fine/coarse material.	• Given the historical nature of the drilling, no information is available about sample recoveries for specific drill programs • No bias was noted between sample recovery and grade.
Logging	• Whether core and chip samples have been geologically and geotechnically logged to a level of detail to support appropriate Mineral Resource estimation, mining studies and metallurgical studies. • Whether logging is qualitative or quantitative in nature. Core (or costean, channel, etc) photography. • The total length and percentage of the relevant _intersections logged. _	• Logs for the drill holes were generally of reasonable quality. • Qualitative logging of lithology, alteration, mineralisation, regolith and veining was undertaken at various intervals.
Sub- sampling techniques and sample preparation	• If core, whether cut or sawn and whether quarter, half or all core taken. • If non-core, whether riffled, tube sampled, rotary split, etc and whether sampled wet or dry. • For all sample types, the nature, quality and appropriateness of the sample preparation technique. • Quality control procedures adopted for all sub- sampling stages to maximise representivity of samples. • Measures taken to ensure that the sampling is representative of the in situ material collected, including for instance results for field	• Limited data is available for subsampling techniques. • Sampling appears to have been carried out using industry-standard practise. • No QA/QC procedures have been reviewed on for the historical sampling. • The sample size is considered appropriate for the material being sampled.

Independent Geologist Report

==> picture [107 x 42] intentionally omitted <==

	duplicate/second-half sampling. • Whether sample sizes are appropriate to the grain size of the material being sampled.
Quality of assay data and laboratory tests	• The nature, quality and appropriateness of the assaying and laboratory procedures used and whether the technique is considered partial or total. • For geophysical tools, spectrometers, handheld XRF instruments, etc, the parameters used in determining the analysis including instrument make and model, reading times, calibrations factors applied and their derivation, etc. • Nature of quality control procedures adopted (e.g. standards, blanks, duplicates, external laboratory checks) and whether acceptable levels of accuracy (ie lack of bias) and precision have been established.	• Where information has been provided in historical reports, the analytical techniques appear appropriate for the stage of exploration being conducted using industry-standard techniques.
Verification of sampling and assaying	• The verification of significant intersections by either independent or alternative company personnel. • The use of twinned holes. • Documentation of primary data, data entry procedures, data verification, data storage (physical and electronic) protocols. • Discuss any adjustment to assay data.	• No twinned holes were identified from the data reviewed, although given the early stage of exploration this is to be expected. • No adjustments have been made to original assay data.
Location of data points	• Accuracy and quality of surveys used to locate drill holes (collar and down-hole surveys), trenches, mine workings and other locations used in Mineral Resource estimation. • Specification of the grid system used. • Quality and adequacy of topographic control.	• Most of the drilling was undertaken using UTM grid and while not reported, it is believed that hole locations were measured by hand-held GPS. • No field validation has been undertaken. • Topographic control is considered adequate for the early stage of exploration.
Data spacing and distribution	• Data spacing for reporting of Exploration Results. • Whether the data spacing and distribution is sufficient to establish the degree of geological and grade continuity appropriate for the Mineral Resource and Ore Reserve estimation procedure(s) and classifications applied. • Whether sample compositing has been applied.	• Drillhole spacing is highly variable over the project with sporadic drilling only surrounding the historical workings. • There has been insufficient sampling and no significant results to date to support the estimation of a resource. It is unknown if additional exploration will result in the definition of a Mineral Resource. • Assays have been composited into significant intersections.
Orientation of data in relation to geological structure	• Whether the orientation of sampling achieves unbiased sampling of possible structures and the extent to which this is known, considering the deposit type. • If the relationship between the drilling orientation and the orientation of key mineralised structures is considered to have introduced a sampling bias, this should be assessed and reported if material.	• No orientation-based sampling bias is known at this time.
Sample security	• The measures taken to ensure sample security.	• Details of measures taken for the chain of custody of samples is unknown for the previous explorers'activities.
Audits or reviews	• The results of any audits or reviews of sampling techniques and data.	• No Audits or reviews of sampling techniques and data have been undertaken.

Section 2 Reporting of Exploration Results

Criteria	JORC Code explanation	Commentary
Mineral tenement and 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 _	• Refer to Table 2:1 and Section 2:3 in the IGR. • The South Kitikmeot Gold Project consists of seven properties (Hiqiniq,

Independent Geologist Report

==> picture [107 x 42] intentionally omitted <==

Criteria	JORC Code explanation	Commentary
	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.	Ujaraq, Gold Bug, Esker, Bling, Uist and Qannituq) covering an area of 11,448 hectares within the Back River - Contwoyto Gold Belt of Western Nunavut, Canada.
Exploration done by other parties	• Acknowledgment and appraisal of exploration by other parties.	• A list of recent exploration activities where drilling was reported and associated historical report reference are includedinthemainbody ofthereport.
Geology	• Deposit type, geological setting and style of mineralisation.	• See Section 3.4 of this report for regional geological setting and Sections 3.5 for localgeologicalsetting.
Drill hole Information	• A summary of all information material to the understanding of the exploration results including a tabulation of the following information for all Material drill holes: `o` easting and northing of the drill hole collar `o` elevation or RL (Reduced Level – elevation above sea level in metres) of the drill hole collar `o` dip and azimuth of the hole `o` down hole length and interception depth `o` hole length. • If the exclusion of this information is justified on the basis that the information is not Material and this exclusion does not detract from the understanding of the report, the Competent Person should clearly explain why this is the case.	• All drill hole collar locations and significant drill results have been identified in Appendix B of this report • No relevant data has been excluded from this report.
Data aggregation methods	• In reporting Exploration Results, weighting averaging techniques, maximum and/or minimum grade truncations (e.g. cutting of high grades) and cut-off grades are usually Material and should be stated. • Where aggregate intercepts incorporate short lengths of high grade results and longer lengths of low grade results, the procedure used for such aggregation should be stated and some typical examples of such aggregations should be shown in detail. • The assumptions used for any reporting of metal equivalent values should be clearly _stated. _	• Significant intersections (>0.1g/t Au) have been calculated with no edge dilution and a minimum of 0.4m downhole length. • No top cuts have been applied. • No metal equivalent values are reported
Relationship between mineralisation widths and intercept lengths	• These relationships are particularly important in the reporting of Exploration Results. • If the geometry of the mineralisation with respect to the drill hole angle is known, its nature should be reported. • If it is not known and only the down hole lengths are reported, there should be a clear statement to this effect (e.g. ‘down hole length, true width not known’).	• Only downhole lengths are reported. • The exact geometry of the mineralisation is not known as such true width is not known.
Diagrams	• Appropriate maps and sections (with scales) and tabulations of intercepts should be included for any significant discovery being reported These should include, but not be limited to a plan view of drill hole collar locations and appropriate sectional views.	• Appropriate plans are included in this report.
Balanced reporting	• Where comprehensive reporting of all Exploration Results is not practicable, representative reporting of both low and high grades and/or widths should be practiced to avoid misleading reporting of Exploration _Results. _	• All drill holes information including collar location is included. • Significant exploration drill results >0.1g/t Au) are included in this report.

Independent Geologist Report

==> picture [107 x 42] intentionally omitted <==

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.	• To date, only exploration drilling and geophysical surveys (and associated activities) have been undertaken on the project. No other modifying factors have been investigated at this stage.
Further work	• The nature and scale of planned further work (e.g. tests for lateral extensions or depth extensions or large-scale step-out drilling). • Diagrams clearly highlighting the areas of possible extensions, including the main geological interpretations and future drilling areas, provided this information is not _commercially sensitive. _	• Further work will include systematic exploration drilling. • Appropriate plans are included in Section 3 of this report. • See Section 9 for recommended future exploration activities.

Boddington West Project

Section 1 Sampling Techniques and Data

Criteria	JORC Code explanation	Commentary
Sampling techniques	• Nature and quality of sampling (e.g. cut channels, random chips, or specific specialised industry standard measurement tools appropriate to the minerals under investigation, such as down hole gamma sondes, or handheld XRF instruments, etc). These examples should not be taken as limiting the _broad meaning of sampling. _	• Sampling was undertaken using Industry- standard practices utilising mostly air core (AC) drilling and reverse circulation (RC) drilling.
	• Include reference to measures taken to ensure sample representivity and the appropriate calibration of any measurement tools or systems used.	• Given the historical nature of the drilling, no information is available about sample representivity and calibration.
	• Aspects of the determination of mineralisation that are Material to the Public Report.	• The drilling was completed by composite sampling normally 2 -4m with resampling to single metres for anomalous zones.
	• In cases where ‘industry standard’ work has been done this would be relatively simple (e.g. ‘reverse circulation drilling was used to obtain 1 m samples from which 3 kg was pulverised to produce a 30 g charge for fire assay’). In other cases more explanation may be required, such as where there is coarse gold that has inherent sampling problems. Unusual commodities or mineralisation types (e.g. submarine nodules) may warrant disclosure of detailed information.	• From the information reviewed, it appears that drilling and sampling was conducted using industry-standard techniques. • Where information was available in historical reports, nsamples were taken from a rig-mounted cyclone. Composite samples were generally via a spear sampled. In general, the target was for samples weighing approximately 2.5kg.
Drilling techniques	• Drill type (e.g. core, reverse circulation, open-hole hammer, rotary air blast, auger, Bangka, sonic, etc) and details (e.g. core diameter, triple or standard tube, depth of diamond tails, face- sampling bit or other type, whether core is oriented and if so, by what method, _etc). _	• Most of the drilling was based on air core (AC) and reverse circulation (RC) drilling. From the information reviewed, it appears that drilling was conducted using industry-standard techniques.
Drill sample recovery	• Method of recording and assessing core and chip sample recoveries and results assessed. • Measures taken to maximise sample recovery and ensure representative nature of the samples.	• Given the historical nature of the drilling, no information is available about sample recoveries for specific drill programs • No bias was noted between sample recovery and grade.

Independent Geologist Report

==> picture [107 x 42] intentionally omitted <==

	• 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.
Logging	• Whether core and chip samples have been geologically and geotechnically logged to a level of detail to support appropriate Mineral Resource estimation, mining studies and metallurgical studies. • Whether logging is qualitative or quantitative in nature. Core (or costean, channel, etc) photography. • The total length and percentage of the _relevant intersections logged. _	• Logs for the drill holes were generally of reasonable quality. • Qualitative logging of lithology, alteration, mineralisation, regolith and veining was undertaken at various intervals.
Sub- sampling techniques and sample preparation	• If core, whether cut or sawn and whether quarter, half or all core taken. • If non-core, whether riffled, tube sampled, rotary split, etc and whether sampled wet or dry. • For all sample types, the nature, quality and appropriateness of the sample preparation technique. • Quality control procedures adopted for all sub-sampling stages to maximise representivity of samples. • Measures taken to ensure that the sampling is representative of the in situ material collected, including for instance results for field duplicate/second-half sampling. • Whether sample sizes are appropriate to the grain size of the material being _sampled. _	• Limited data is available for subsampling techniques. • Sampling appears to have been carried out using industry-standard practise. • No QA/QC procedures have been reviewed on for the historical sampling. • The sample size is considered appropriate for the material being sampled.
Quality of assay data and laboratory tests	• The nature, quality and appropriateness of the assaying and laboratory procedures used and whether the technique is considered partial or total. • For geophysical tools, spectrometers, handheld XRF instruments, etc, the parameters used in determining the analysis including instrument make and model, reading times, calibrations factors applied and their derivation, etc. • Nature of quality control procedures adopted (e.g. standards, blanks, duplicates, external laboratory checks) and whether acceptable levels of accuracy (ie lack of bias) and precision _have been established. _	• Where information has been provided in WAMEX reports, the analytical techniques appear appropriate for the stage of exploration being conducted using industry-standard techniques.
Verification of sampling and assaying	• The verification of significant intersections by either independent or alternative company personnel. • The use of twinned holes. • Documentation of primary data, data entry procedures, data verification, data storage (physical and electronic) protocols. • Discuss any adjustment to assay data.	• No twinned holes were identified from the data reviewed, although given the early stage of exploration this is to be expected. • No adjustments have been made to original assay data.
Location of data points	• Accuracy and quality of surveys used to locate drill holes (collar and down-hole surveys), trenches, mine workings and other locations used in Mineral Resource estimation. • Specification of the grid system used. • Quality and adequacy of topographic control.	• Most of the drilling was undertaken using AMG51 grid and while not reported, it is believed that hole locations were measured by hand-held GPS. • No field validation has been undertaken. • No downhole surveys were recorded for the AC drilling. • Topographic control is considered adequate for the early stage of exploration.

Independent Geologist Report

==> picture [107 x 42] intentionally omitted <==

Data spacing and distribution	• Data spacing for reporting of Exploration Results. • Whether the data spacing and distribution is sufficient to establish the degree of geological and grade continuity appropriate for the Mineral Resource and Ore Reserve estimation procedure(s) and classifications applied. • Whether sample compositing has been applied.	• Drillhole spacing is highly variable over the project with sporadic drilling only surrounding the historical workings. • There has been insufficient sampling and no significant results to date to support the estimation of a resource. It is unknown if additional exploration will result in the definition of a Mineral Resource. • Assays have been composited into significant intersections.
Orientation of data in relation to geological structure	• Whether the orientation of sampling achieves unbiased sampling of possible structures and the extent to which this is known, considering the deposit type. • If the relationship between the drilling orientation and the orientation of key mineralised structures is considered to have introduced a sampling bias, this should be assessed and reported if material.	• No orientation-based sampling bias is known at this time.
Sample security	• The measures taken to ensure sample security.	• Details of measures taken for the chain of custody of samples is unknown for the previous explorers' activities.
Audits or reviews	• The results of any audits or reviews of sampling techniques and data.	• No Audits or reviews of sampling techniques and data have been undertaken.

Section 2 Reporting of Exploration Results

Criteria	JORC Code explanation	Commentary
Mineral tenement and land tenure status	• Type, reference name/number, location and ownership including agreements or material issues with third parties such as joint ventures, partnerships, overriding royalties, native title interests, historical sites, wilderness or national park and environmental settings. • The security of the tenure held at the time of reporting along with any known impediments to obtaining a licence to operate in the area.	• Refer to Table 2:2 and Section 2:3 in the IGR. • The Boddington West Project comprises of one exploration licence application (E 70/5453) which collectively cover an area of 9 Blocks (~26km2) within the Archaean Saddleback Greenstone belt in the Boddington Terrace of Western Australia. • The tenement is located approximately 130 kilometres southeast of Perth near the townof Boddington in Western Australia.
Exploration done by other parties	• Acknowledgment and appraisal of exploration by other parties.	• A list of recent exploration activities where drilling was reported and associated WAMEX report numbers are included in the main body of the report and References section of this report.
Geology	• Deposit type, geological setting and style of mineralisation.	• See Section 4.3 of this report for regional geological setting and Sections 4.4 for local geological setting.
Drill hole Information	• A summary of all information material to the understanding of the exploration results including a tabulation of the following information for all Material drill holes: `o` easting and northing of the drill hole collar `o` elevation or RL (Reduced Level – elevation above sea level in metres) of the drill hole collar `o` dip and azimuth of the hole `o` down hole length and interception depth `o` hole length. • If the exclusion of this information is justified on the basis that the information is not Material and this exclusion does not detract from the understanding of the report, the Competent Person should clearly explain	• All drill hole collar locations and significant drill results have been identified in Appendix C of this report • No relevant data has been excluded from this report.

Independent Geologist Report

==> picture [107 x 42] intentionally omitted <==

Criteria	JORC Code explanation	Commentary
	_why this is the case. _
Data aggregation methods	• In reporting Exploration Results, weighting averaging techniques, maximum and/or minimum grade truncations (e.g. cutting of high grades) and cut-off grades are usually Material and should be stated. • Where aggregate intercepts incorporate short lengths of high grade results and longer lengths of low grade results, the procedure used for such aggregation should be stated and some typical examples of such aggregations should be shown in detail. • The assumptions used for any reporting of metal equivalent values should be clearly stated.	• Significant intersections (>0.2% Cu or >0.2% Ni or >0.2g/t Au) have been calculated with no edge dilution and a minimum of 1m downhole length. • No top cuts have been applied. • No metal equivalent values are reported
Relationship between mineralisation widths and intercept lengths	• These relationships are particularly important in the reporting of Exploration Results. • If the geometry of the mineralisation with respect to the drill hole angle is known, its nature should be reported. • If it is not known and only the down hole lengths are reported, there should be a clear statement to this effect (e.g. ‘down hole length, true width not known’).	• Only downhole lengths are reported. • The exact geometry of the mineralisation is not known as such true width is not known.
Diagrams	• Appropriate maps and sections (with scales) and tabulations of intercepts should be included for any significant discovery being reported These should include, but not be limited to a plan view of drill hole collar _locations and appropriate sectional views. _	• Appropriate plans are included in this report.
Balanced reporting	• Where comprehensive reporting of all Exploration Results is not practicable, representative reporting of both low and high grades and/or widths should be practiced to avoid misleading reporting of Exploration Results.	• All drill holes information including collar location is included. • There were no significant exploration drill results (>0.2% Cu or >0.2% Ni) to report.
Other substantive exploration data	• Other exploration data, if meaningful and material, should be reported including (but not limited to): geological observations; geophysical survey results; geochemical survey results; bulk samples – size and method of treatment; metallurgical test results; bulk density, groundwater, geotechnical and rock characteristics; potential deleterious or contaminating _substances. _	• To date, only exploration drilling and geophysical surveys (and associated activities) have been undertaken on the project. No other modifying factors have been investigated at this stage.
Further work	• The nature and scale of planned further work (e.g. tests for lateral extensions or depth extensions or large-scale step-out drilling). • Diagrams clearly highlighting the areas of possible extensions, including the main geological interpretations and future drilling areas, provided this information is not _commercially sensitive. _	• Further work will include systematic exploration drilling. • Appropriate plans are included in Section 4 of this report. • See Section 9 for recommended future exploration activities.

Independent Geologist Report

==> picture [107 x 42] intentionally omitted <==

Appendix B: South Kitikmeot Gold Project

Table 1: Esker Lake Drilling: Drill Collar Location and Significant results

*DDH*	*UTM* *East*	*UTM* *North*	*Zone*	*Azimuth* *(deg.)*	*Dip* *(deg.)*	*Length* *(m)*	*Core* *size*	*Significant results*
88-1	612,078	7,212,293	Sheit Hill	75	-45	96.01		None available
88-2	612,078	7,212,293	Sheit Hill	75	-65	108.81		None available
88-3	612,173	7,212,291	Sheit Hill	5	-45	90.53		None available
88-4	612,173	7,212,291	Sheit Hill	5	-65	145.39		None available
88-5	612,173	7,212,291	Sheit Hill	45	-45	47.85		None available
88-6	612,173	7,212,291	Sheit Hill	45	-65	105.77		None available
88-7	612,173	7,212,291	Sheit Hill	45	-45	105.77		None available
88-8	612,108	7,212,342	Sheit Hill	70	-45	96.62		None available
88-9	612,108	7,212,342	Sheit Hill	70	-65	32.61		None available
88-10	612,108	7,212,342	Sheit Hill	5	-45	53.95		None available
88-11	612,108	7,212,342	Sheit Hill	5	-65	90.53		None available
88-12	610,431	7,213,088	Brandon Hill	5	-45	169.77		0.6 m @ 2.26 g/t Au (78 m)
88-13	610,534	7,213,017	Brandon Hill	5	-45	106.68		nil > 1 g/t Au
89-1	613,098	7,211,887	Sheit Lake	210	-45	81.99	BQ	nil > 1 g/t Au
89-2	613,098	7,211,887	Sheit Lake	210	-75	45.42	BQ	nil > 1 g/t Au
89-3	613,049	7,211,833	Sheit Lake	30	-45	106.38	BQ	nil > 1 g/t Au
89-4	613,087	7,211,852	Sheit Lake	304	-45	33.22	BQ	2.6 m @ 3.87 g/t Au (11 m)
89-5	613,087	7,211,852	Sheit Lake	304	-75	63.70	BQ	nil > 1 g/t Au
89-6	613,024	7,211,917	Sheit Lake	210	-45	75.90	BQ	nil > 1 g/t Au
89-7	612,740	7,212,060	Sheit Lake	30	-45	75.90	BQ	nil > 1 g/t Au
89-8	612,555	7,212,272	Sheit Lake	30	-45	70.71	BQ	nil > 1 g/t Au
89-9	612,748	7,212,250	Sheit Lake	30	-45	75.90	BQ	nil > 1 g/t Au
89-10	612,658	7,212,136	Sheit Lake	210	-45	78.94	BQ	nil > 1 g/t Au
89-11	610,379	7,213,215	Brandon Hill	350	-45	74.68	BQ	3.0 m @ 11.73 g/t Au (35 m)
89-12	610,379	7,213,215	Brandon Hill	350	-75	57.61	BQ	3.1 m @ 4.15 g/t Au (10 m)
89-13	610,420	7,213,142	Brandon Hill	10	-60	84.73	BQ	4.0 m @ 4.77 g/t Au (39 m)
89-14	610,420	7,213,142	Brandon Hill	10	-45	91.14	BQ	1.0 m @ 2.91 g/t Au (19 m)
89-15	610,100	7,213,424	Brandon Hill	10	-45	78.94	BQ	1.9 m @ 2.74 g/t Au (39 m)
89-16	610,100	7,213,424	Brandon Hill	10	-60	30.18	BQ	1.0 m @ 4.31 g/t Au (25 m)
89-16A	610,100	7,213,424	Brandon Hill	10	-65	66.75	BQ	3.0 m @ 3.60 g/t Au (34 m)
89-42	610,390	7,213,182	Brandon Hill	350	-45	57.30	BQ	nil > 1 g/t Au
89-43	610,390	7,213,182	Brandon Hill	350	-60	94.18	BQ	3.0 m @ 2.16 g/t Au (64 m)
89-44	610,092	7,213,380	Brandon Hill	10	-45	75.90	BQ	nil > 1 g/t Au
89-45	610,092	7,213,380	Brandon Hill	10	-75	91.14	BQ	3.9 m @ 3.77 g/t Au (80 m)
S-70	609,922	7,213,823	Esker Lake	0	-50	153.90	NQ	no assays performed
S-71	612,847	7,212,188	Sheit Lake	0	-45	278.90	NQ	1.3 m @ 0.446 g/t Au (221 m)
S-72	612,847	7,212,288	Sheit Lake	0	-45	135.60	NQ	nil > 1 g/t Au
S-73	610,295	7,213,230	Brandon Hill	90	-45	141.10	NQ	0.4 m @ 0.720 g/t Au (94 m)
S-74	610,345	7,213,305	Brandon Hill	65	-45	125.60	NQ	1.0 m @ 0.687 g/t Au (44 m)
S-75	610,192	7,213,425	Brandon Hill	10	-45	12.50	NQ	Rods stuck; abandoned
S-75A	610,192	7,213,425	Brandon Hill	10	-50	58.50	NQ	1.0 m @ 1.78 g/t Au (52 m)

Independent Geologist Report

==> picture [107 x 42] intentionally omitted <==

*DDH*	*UTM* *East*	*UTM* *North*	*Zone*	*Azimuth* *(deg.)*	*Dip* *(deg.)*	*Length* *(m)*	*Core* *size*	*Significant results*
S-76	610,192	7,213,425	Brandon Hill	10	-70	59.80	NQ	7.0 m @ 0.25 g/t Au
S-77	610,192	7,213,425	Brandon Hill	45	-60	53.00	NQ	7.1 m @ 0.16 g/t Au
S-78	610,138	7,213,300	Brandon Hill	10	-55	157.00	NQ	nil > 1 g/t Au
S-79	610,420	7,213,014	Brandon Hill	10	-55	166.40	NQ	nil > 1 g/t Au
S-80	610,399	7,213,305	Brandon Hill	260	-55	162.50	NQ	3.0 m @ 0.594 g/t Au (137 m)
S-81	610,399	7,213,305	Brandon Hill	260	-75	270.00	NQ	no assays performed
S-82	610,424	7,213,247	Brandon Hill	260	-55	138.70	NQ	7.1 m @ 2.47 g/t Au
S-83	610,424	7,213,247	Brandon Hill	260	-75	193.50	NQ	no assays performed

Source: Esker Lake Assessment Report, 2016

Independent Geologist Report

==> picture [107 x 42] intentionally omitted <==

Appendix C: Boddington West South Drill-hole Information

Table 2 : Boddington West South Drilling: All Drill Collar Location

Hole ID	AMG East	AMG North	Elevation m	Depth m	Dip	Drill Type	Year
AXR16200-001	435769	6378957	285	60	-90	Aircore	2001
AXR16400-001	435776	6379261	274	33	-90	Aircore	2001
AXR16600-001	435647	6379407	276	70	-90	Aircore	2001
AXR16600-002	435788	6379542	273	48	-90	Aircore	2001
AXR16800-001	435655	6379691	275	43	-90	Aircore	2001

Note: There are no significant assay results.

Source: Wamex a65093, a87625, a94598

Independent Geologist Report

ANNEXURE B – CANADIAN TITLE REPORT

167

==> picture [612 x 109] intentionally omitted <==

November 8, 2021 File No.: 327688.00001

The Board of Directors

Viridis Mining and Minerals Limited 108 Outram Street West Perth, WA 6005 Australia

Dear Sirs/Mesdames:

Re: Silver Range Resources Ltd. (“Silver Range”) – South Kitikmeot Gold Project Mineral Title Matters

This solicitors report ( Report ) has been prepared for inclusion in a prospectus to be dated on or about November 12, 2021 ( Prospectus ) by Viridis Mining and Minerals Limited (ACN 121 969 819) ( Viridis ), an Australian public company that intends to seek admission to the official list of the Australian Securities Exchange ( ASX ). We consent to our Report’s inclusion in that Prospectus.

In preparing this Report, we have acted as local counsel for Viridis and have been instructed to provide this Report in respect of:

the recorded claims located in Nunavut, Canada and described in the list attached hereto as Schedule A (the Recorded Claims ); and
the results of certain public searches in respect of Silver Range, as set out in Schedule C.

Our searches and enquiries in respect of the Recorded Claims are limited for the purpose of confirming the existence of the Recorded Claims, the identity of the recorded holder thereof and of ascertaining if any encumbrances are registered against the Recorded Claims during the period covered by our searches and if so, to summarily describing such registered rights. This Report has only been prepared in relation to the specific matters set out herein. We are not reporting or opining on any matters not set out in this Report. Specifically, we have not reviewed the Prospectus prepared by Viridis and we do not accept any liability for the Prospectus. The opinions and other matters set out in this Report are limited to the investigations set under “Methodology” below and are subject to the limitations and qualifications set out under “Qualifications, Assumptions and Restrictions”.

Fasken Martineau DuMoulin LLP consents to being named in Viridis’ Prospectus as Nunavut and British Columbia Canadian legal advisers with respect to the matters set out in this Report and to the inclusion of this Report in Viridis’ Prospectus to be lodged with the Australian Securities and Investments Commission on or about 25 October 2021.

The Report sets out a brief summary of the legal framework relating to the holding of the Recorded Claims located in Nunavut as well as our opinion with respect to the Recorded Claims, as defined below. We have been advised by Viridis that the Recorded Claims cover the area known as South Kitikmeot Gold Project, which includes the Bling property, the Uist property, the Qannituq property, the Esker Lake property, the Gold Bugs property, the Hiqiniq property and the Ujaraq property; however, we have not made any independent investigations to confirm this fact. Refer to the Independent Geologist’s Report annexed to the Prospectus for further detail with respect to the location and prospectivity of these properties.

327688.00001/95810555.7

Page 2

==> picture [90 x 37] intentionally omitted <==

The Recorded Claims are subject to binding terms sheet ( Binding Terms Sheet ) with Silver Range. We note that Silver Range holds additional claims in Nunavut that are not subject to the Binding Terms Sheet.

Capitalized terms have the meaning ascribed thereto in this Report. All references in this Report to “$” are to Canadian Dollars.

Jurisdiction

We are solicitors qualified to practice law in the territory of Nunavut and the province of British Columbia and express no opinion as to any laws or any matters governed by any laws other than the laws of the territory of Nunavut, the province of British Columbia and the federal laws of Canada applicable therein. This Report and the opinions herein are limited to the laws of Nunavut and British Columbia, and the laws of Canada specifically applicable therein as at the date hereof.

Methodology

We have examined such statutes and public records and such documents and considered such questions of law as we have deemed relevant or necessary as a basis for the opinions expressed herein. In order to provide this Report, we have relied upon:

Mineral Claim History Reports dated October 22, 2021 relating to the Recorded Claims that were issued pursuant to the Nunavut Mining Regulations or its predecessor legislation ( History Reports ), which set out, amongst other information, the following: the name of the claim holder (and the percentage interest held), the claim status, the recorded date, the current anniversary date, the area (in hectares) and any events that are registered against or in respect of the Recorded Claims, including filings related to annual work requirements and any encumbrances;
Various correspondence with, and additional supporting documents provided from, the Nunavut Mining Recorder’s Office ( MRO ) between August 30, 2021 and October 22, 2021;
Searches of the Nunavut Map Viewer ( NMV ) on September 19, 2021 and September 21, 2021. The NMV sets out the some of the same information as in the History Reports but also shows the number of units comprising the claim. As well, maps of the Recorded Claims were generated using NMV and are attached as Schedule B; and
Certain public registries as more particularly set out in Schedule C.

For the purposes of this Report and the opinions set out herein, we have assumed the accuracy and completeness of all information obtained from such enquiries. The statements in the opinions set out in the “ Opinions ” section below are made exclusively in reliance of the above enumerated information that we have obtained from public records.

Legal Framework in relation to the Recorded Claims

A few important details about the Nunavut mineral titles system should be noted to assist with the content of this Report. Note that the following brief summary of the legal framework as it relates to holding the Recorded Claims is not intended to cover every aspect of the applicable legislation, nor be comprehensive for every potential issue or eventuality that could occur with the Recorded Claims.

Prospector’s Licences

A prospector’s licence is required prior to recording a claim or acquiring a claim in Nunavut, amongst other things. A person can obtain a prospector’s licence on application to the MRO if certain requirements are met and the fee is paid. For individuals, the requirement is that the person be 18 years of age or older. For companies, the requirement is that the company is incorporated or registered and in good standing under the Business Corporations Act (Nunavut) or that is incorporated under the Canada Business Corporations Act . A prospector’s licence is valid from the date of its issuance or renewal until March 31 of the following calendar year.

327688.00001/95810555.7

Page 3

==> picture [90 x 37] intentionally omitted <==

The Binding Term Sheet permits Viridis to nominate a wholly subsidiary of Viridis to be the holder of the Recorded Claims. Viridis has advised us that its intention is to incorporate a wholly owned subsidiary in a Canadian jurisdiction, register that subsidiary under the Business Corporations Act (Nunavut) and apply for a prospector’s licence prior to acquiring an interest in the Recorded Claims.

Prohibition on Removing Minerals

The Nunavut Mining Regulations prohibit the removal of minerals or processed minerals from, or the development of a mine within, the area of a recorded claim or a leased claim, except in the case of the holder of the recorded claim or the lessee.

Recorded Claims

A recorded claim in Nunavut is an exploration right for minerals. Under the Nunavut Mining Regulations , a “mineral” is defined as amber and any naturally occurring inorganic substance, including frac sand, but excluding carving stone, loam or any naturally occurring inorganic substance used in construction, including gravel, sand, stone, limestone, granite, slate, marble, gypsum, shale, clay, marl and volcanic ash. Only the holder of a recorded claim may prospect for and remove minerals from that claim. However, the removal of minerals or processed minerals whose gross value exceeds $100,000 from a recorded claim that is not subject to a lease is prohibited, except if the removal is for the purposes of assay and testing to determine the existence, location, extent, quality or economic potential of a mineral deposit within the claim.

In January 2021, Nunavut Map Selection ( NMS ) replaced the practice of ground staking claims. NMS is an online system allowing the acquisition of claims and the administration of mining rights on Crown lands in Nunavut. Claims are now composed of units selected using a pre-defined grid, and claim acquisition and related transactions are completed online. In conjunction with the new NMS system, the Nunavut Mining Regulations were updated in late 2020 and all existing groundstaked claims were subsequently converted to unit grid-based claims in early 2021. The maps provided in Schedule B show both the boundaries of the original Recorded Claims (if applicable) and the updated boundaries of the converted Recorded Claims based on the grid system (i.e. the boundaries did not line up perfectly which resulted in an increase in area of the Recorded Claims on conversion). As well, when a converted claim is recorded the information recorded under the former Regulations, including the applications and the documents filed with respect to the original claim, are considered to have been recorded or presented with respect to the converted claim and the recording of the original claim is cancelled. As well, when a converted claim is recorded, the recording date gets amended to the next anniversary date following the “transitional period” (defined as the period of 90 days beginning November 1, 2020). As such, this effective reset the clock on the work requirements and the claim duration, both as discussed below.

Under the updated Nunavut Mining Regulations , claim duration has been increased from 10 to 30 years provided that annual work has been completed and accepted by MRO, or Cash in Lieu or Charges have been paid (each as further detailed below), subject to certain specified extensions (unless the recorded claim is leased or cancelled and not rerecorded as more specifically set out in the Nunavut Mining Regulations ). A lease must be applied for at least one year before the end of the duration of the recorded claim, otherwise a recorded claim will be cancelled.

With the conversion to unit grid-based claims, mineral exploration work requirements are now based on the number of units in a claim, instead of its area in hectares, and they increase over time. A holder of a recorded claim must do work that incurs a cost of work annually beginning on the day on which the claim is recorded for each unit included in the recorded claim of at least:

(a) $45 in respect of the first year;
(b) $90 in respect of the second, third and fourth years;
(c) $135 in respect of the fifth, sixth and seventh years;

327688.00001/95810555.7

Page 4

==> picture [90 x 37] intentionally omitted <==

(d) $180 in respect of the 8th, 9th and 10th years;
(e) $225 in respect of each of the 11th to 20th years; and
(f) $270 in respect of each of the 21st to 30th years.

Certain charges per unit ( Charges ) may also apply, annually beginning on the day on which the claim is recorded, to have the right to hold a recorded claim and assess its mineral potential. The Charges in each year are equal to work requirements set out above. To the extent that sufficient cost of work on a recorded claim has been completed and approved by the MRO, the Charges will not be applicable.

Recorded claims may be grouped for the purpose of allocating the cost of work done if certain conditions are met. Work completed on any claim in the group can be spread to all the claims in the group. Recorded claims may be grouped for the purpose of allocating the cost of work done with respect to them if (a) the claims are contiguous; (b) the grouping does not result in the enclosing of a unit that is not included in one of the claims; (c) the total number of units in the group does not exceed 400; and (d) none of the claims is leased. The MRO has advised that certain Recorded Claims are grouped, and this is set out in Schedule A.

Work on recorded claims must be reported to the MRO within 120 days of each anniversary date (except in the case of the first two years of a newly recorded claim,[1] where the report is due within 120 days of the second anniversary date). The MRO will evaluate the report to assess compliance with the Regulations and determine the cost of work. The cost of work will then be set out in a certificate of work issued by MRO. If a certificate of work sets out an allocated cost of work that is less than the amount required, the holder of the recorded claim must pay an amount that is equal to the difference between the Charges and the allocated cost of work set out in the certificate within 120 days ( Cash in Lieu ). If not paid within 120 days after the certificate of work is issued, the claim will be cancelled.

A claim holder may also make an application to the MRO for an extension for a one-year period to do the work, up to five times. The application must be accompanied by the Charge that is payable for the year in respect of which the extension is sought. The MRO must issue a certificate of extension for a one-year period to do the work if:

(a) in the case of a certificate of work setting out that the allocated cost of work is less than the amount required, the Cash in Lieu requirements are met; and
(b) in the case where an application for an extension for a one-year period to do the work is made to the Mining Recorder, the application must be accompanied by an amount equal to the Charge that is payable for the year in respect of which the extension is sought.

In each circumstance, once sufficient cost of work has been completed and approved, any Cash in Lieu or Charges paid will be reimbursed.

The Nunavut Mining Regulations also provide that, if a holder of a recorded claim is unable to do the work as required because the claim holder is, for reasons beyond the claim holder’s control, waiting for a public authority to give an authorization or decision without which the work cannot proceed, the claim holder may make an application for a suspension of one year with respect to the claim — beginning on the anniversary date of the recording of the claim — of the work requirements and the Charges. When a suspension of the work requirements and the Charges is recorded, (a) the duration of the claim is extended by the duration of the suspension; and (b) for the purpose of determining a year referred to above (as it relates to the work requirement or Charge applicable for that year), any year included in a suspension is to be excluded. This suspension

1 For clarity, the conversion over to a unit grid-based claim and new anniversary date does not afford the holder the two year period.

327688.00001/95810555.7

Page 5

==> picture [90 x 37] intentionally omitted <==

relief has been provided to holders due to COVID-19.[2] With respect to some of the Recorded Claims, Silver Range has made applications and suspensions have been approved by the MRO as set out in Schedule A.

If work is not completed and filed in accordance with the Nunavut Mining Regulations within 120 days of the anniversary date (taking into consideration any extension or suspension), then a recorded claim will be cancelled.

Leases

A lease of a mineral claim in Nunavut is a production right. A lease of a mineral claim must be obtained prior to selling or otherwise disposing of minerals with a gross value of more than $100,000 in one year except if the removal is for the purposes of assay and testing to determine the existence, location, extent, quality or economic potential of a mineral deposit within the claim. Before a mineral claim can be leased, certain conditions must be met as follows:

(a) before the lease application is made, work of at least $1,260 per unit has been completed and approved, of which the total of the costs of the plan of survey, of the construction of any roads, airstrips and docks and of environmental baseline studies does not exceed $250 per unit; and
(b) before the end of the duration of the recorded claim (30 years as stated above, subject to certain extensions),
(i) a plan of survey of the claim has been obtained and recorded in accordance with the Nunavut Mining Regulations , and
(ii) the rent for the first year of the lease has been paid to the MRO.

In respect of any year for which the recorded claim is leased, the work requirements and the Charges do not apply. A lease is issued for a term of 21 years and may be renewed. The annual rent for a lease that is issued on or after November 1, 2020 is $10 per hectare.

Surface Rights

A recorded claim or lease does not grant the holder with any surface rights. Separate authorizations, orders or agreements are required.

If surface rights to lands covered by a claim or lease have been granted or leased by the Crown, it is prohibited to enter on the surface of those lands to prospect unless:

(a) the holder of the surface rights has consented to entry for the prospecting; or
(b) the Nunavut Surface Rights Tribunal ( NSRT ) has made an order that authorizes entry on those lands and that sets the compensation, if any, to the surface holder.

If surface rights to lands have not been granted or leased by the Crown, then a holder of a the claim or lease can make an application to the Crown for the right to use the surface under the Territorial

2 NOTE: We questioned the MRO regarding the fact that relief has been provided due to COVID-19 but that Section 51 of the Nunavut Mining Regulations actually requires that a holder be “waiting for a public authority to give authorization.” The answer provided by MRO was the following: “The options for section 51s are quite limited within NMS, therefor ‘waiting for a public authority to give authorization’ is our go-to selection for various reasons. Covid-19 relief would be one of the reasons as we are well aware of the travel restrictions within Nunavut. These restrictions were implemented by a governing body that affects the mining activity in Nunavut. That being said, the inability to travel to Nunavut to perform work on mineral claims would fall under that option. One example for our office to refuse a section 51 would be in the lines of ‘unable to travel due to aircraft mechanical reasons’.” As such, it appears that the MRO has interpreted this section of the legislation broadly and equates “travel restrictions” to an “authorization to travel”. We have not investigated further as to whether this interpretation is correct and note that if it is not, the MRO may, in granting suspensions for COVID-19, be acting outside their legislative authority.

327688.00001/95810555.7

Page 6

==> picture [90 x 37] intentionally omitted <==

Land Use Regulations or the Territorial Lands Regulations . Various forms of surface rights can be obtained including land use permits, leases and licences of occupation.

We note that, according to the NMV, most surface areas of the Recorded Claims appear to be Crown land, with two exceptions as discussed below.

Inuit Owned Land

On July 9, 1993 the Nunavut Land Claims Agreement ( NLCA ) was signed by the Inuit (represented by the Tungavik Federation of Nunavut, now Nunavut Tunngavik Inc. or NTI ), the Government of Canada and the Government of the Northwest Territories. The NLCA was the basis for the creation of the new territory of Nunavut. The NLCA divided the ownership of natural resources in Nunavut between NTI and the Government of Canada. Part of this division included a transfer from the Government of Canada to NTI legal fee simple title to (i) approximately 18% of surface land in Nunavut to which Inuit hold surface title only and the Government of Canada retains the mineral rights, and (ii) approximately 2% of surface and sub-surface land in Nunavut to which Inuit hold fee simple title to surface and mineral rights.[3] Permission to enter onto the surface of these Inuit Owned Lands for the purpose of carrying out prospecting activities must be obtained from the appropriate Regional Inuit Association ( RIA ) before any exploration may be carried out. If agreement between a developer and an RIA cannot be reached with respect to access to the surface of Inuit Owned Land in Nunavut the matter may be referred to the NSRT by either party for resolution. The NSRT may make an order allowing the developer to enter onto surface Inuit Owned Land to prospect for minerals or to exercise mineral rights under such terms and conditions as the NSRT determines.

We note that, according to the NMV, one Recorded Claim (TL 1) overlaps surface Inuit-Owned Land as detailed in Schedule A and the map in Schedule B. As such, authorization from the relevant RIA will be required to access the surface. Another Recorded Claim (UIST 4) overlaps surface and sub-surface Inuit Owned land. In this latter case, this is likely a result of the conversion of an original ground-staked claim to a unit claim and the grid system that is now used. Silver Range has no rights to the minerals (or the surface) in this area of overlap unless obtained from NTI and the applicable RIA. Please see Schedules A and B for further information.

Crown Royalties

Provided a mine is brought into production, each fiscal year, the owner or operator of a mine must pay to the Crown royalties on the value of the mine’s output during that fiscal year, in an amount equal to the lesser of:

(a) 13% of the value of the output of the mine, and
(b) the sum of the royalties payable set out in Column 2 of the table below for the dollar value of the output set out in Column 1.

3 Data source from NTI at https://www.tunngavik.com/documents/publications/administration/IOL%20and%20Minerals%2025Nov09.pdf

327688.00001/95810555.7

Page 7

==> picture [90 x 37] intentionally omitted <==

==> picture [468 x 280] intentionally omitted <==

Opinions

Based upon, and subject to the foregoing and to the qualifications, assumptions and restrictions listed below, we are of the opinion that, according to the information available through the Corporate Registry (British Columbia), the Legal Registries Division (Corporate Registries) – Nunavut, the NMV and the MRO (including the History Reports):

(a) Silver Range is a corporation incorporated and existing under the laws of the Province of British Columbia and is in good standing with the Corporate Registry (British Columbia) with respect to the filing of annual reports;
(b) Silver Range is extra-territorially registered in Nunavut but it is not in good standing with the Legal Registries Division (Corporate Registries) – Nunavut with respect to the filing of annual returns;[4]
(c) As of October 22, 2021, based on the information from the History Reports obtained from MRO (which information is consistent with the earlier searches we conducted on NMV):
(i) Silver Range is the recorded holder of a 100% interest the Recorded Claims;
(ii) each Recorded Claim has either:
- (A) been converted on January 12, 2021 under the Nunavut Mining Regulations to a unit grid-based claim; or
- (B) been initially recorded in 2021 as a unit grid-based claim,

4 Note – The Nunavut Mining Regulations require that a corporation be in good standing to be issued a prospector’s licence. A prospector’s licence is required for: (a) prospecting for the purpose of recording a claim; (b) making an application for the recording of a claim, for a lease of a recorded claim or for the renewal of that lease; (c) acquiring, by themselves or with another licensee, a recorded claim, a lease of a recorded claim or an interest in either of them; and (d) being issued a certificate of work or a certificate of extension. As such, a lack of being in good standing or non-renewal of a prospector’s licence would not, in and of itself, cause a forfeiture of the Recorded Claims.

327688.00001/95810555.7

Page 8

==> picture [90 x 37] intentionally omitted <==

all as more particularly detailed in Schedule A;

(iii)
each Recorded Claim is either:
(A) currently suspended, which suspension was applied for by Silver Range, and granted by the MRO; or
(B) active,

all as more particularly detailed in Schedule A;

(iv) each of the Recorded Claims has the Anniversary Date set out opposite to it in Schedule A, subject to the assumption that annual exploration and development work has been carried out and filed in accordance with the Nunavut Mining Regulations thereunder or Cash in Lieu or Charges paid in respect thereof or other relief has been granted by the MRO (including suspension); and
(d) As of October 22, 2021, there are no encumbrances or charges noted against the copies of the History Reports in respect of the Recorded Claims that are not discharged.

Additional Information on Recorded Claims and Silver Range

Certain events and information affecting the Recorded Claims as provided in the History Reports, by the MRO or from our searches of NMV are detailed further in Schedule A, including specifics of the suspensions. As well, attached as Schedule C are the results of certain public searches that we have undertaken in respect of Silver Range.

Qualifications, Assumptions and Restrictions

In addition to any other stated qualifications, assumptions or restrictions contained in this Report, the information contained in this Report regarding the Recorded Claims is subject to the following qualifications, assumptions and restrictions:

(a) We have assumed that Silver Range has met and continuously meets the requirements under the Nunavut Mining Regulations to apply for, acquire and hold the Recorded Claims and that, prior to the time Silver Range became recorded holder of the Recorded Claims, any corporation or person who held the Recorded Claims met the requirements under the Nunavut Mining Regulations to apply for, acquire and hold the Recorded Claims during such period.
(b) We have assumed the accuracy and completeness of all information, indices and filing systems maintained at all offices of public record in which we have conducted searches or caused inquiries to be made in connection with this Report. We have also assumed the accuracy and completeness of all information available and received from the MRO, including the History Reports and information available on NMV, in connection with this Report. We note, however, that the NMV is maintained by Crown-Indigenous Relations and Northern Affairs Canada ( CIRNAC ) does not warrant the information available with respect to its online services and includes the following disclaimer with respect to information supplied by it:
“The information displayed by the map viewer is provided for illustrative purposes only. It is a compilation of data obtained from many sources and the data is subject to change without notice. CIRNAC cannot warrant or guarantee that the information is accurate, complete or current at all times. CIRNAC accepts no responsibility or liability for any errors, inaccuracies and/or omissions.”
(c) We have assumed that the documents we reviewed were duly authorized and signed and that the information they contained was true and correct in all respects. We have assumed the genuineness of all signatures, the legal capacity of all individuals, the authenticity and completeness of all documents we reviewed.

327688.00001/95810555.7

Page 9

==> picture [90 x 37] intentionally omitted <==

(d) We have assumed the identity and capacity of all individuals acting or purporting to act as public officials.
(e) We have assumed that assignments to the current recorded holder or its predecessors in titles recorded on the History Reports, if any, are binding and enforceable. We have not reviewed any of the assignment or transfer documentation, if any, to determine if they were duly executed and matched the History Reports.
(f) We have not reviewed the location of the boundaries of the Recorded Claims. We also express no opinion on the validity of the original location of the Recorded Claims, or whether title to the Recorded Claims may be affected by failure to comply with applicable laws and regulations in the original location of the Recorded Claims.
(g) We have not reviewed or investigated the existence of any interest in the Recorded Claims, other than what was made available to us for review from the MRO.
(h) We have not detailed any minor defects on the History Reports, which in our opinion do not affect the validity of the Recorded Claims.
(i) We have made no examination to determine if the work requirements in respect of the Recorded Claims has been carried out and filed in accordance with the provisions of the Nunavut Mining Regulations .
(j) We have made no examination of the ground or maps or technical data to determine if any mineral resources or reserves correlate to or are encompassed by the Recorded Claims.
(k) We express no opinion with respect to potential competing interests in the land pertaining to the Recorded Claims (including with respect to surface rights), nor the possible effect of First Nation land claims, trap lines, environmentally sensitive areas, unique or endangered animal species, land use plans, parks proposals, protected areas or other similar interests.
(l) We express no opinion with respect to surface rights over the Recorded Claims. A recorded claim does not convey any surface rights.
(m) We express no opinion with respect to compliance with laws or the terms of any permits or licences that may have been issued in connection with activities conducted on the Recorded Claims, including without limitation any applicable environmental laws. We have not reviewed any permits or licences in providing this Report.
(n) Due to the nature of the recording of mineral interests under the Nunavut Mining Regulations , we advise the following: The provisions for recording claims and leases under the Nunavut Mining Regulations do not constitute a title registration or Torrens title system. Unrecorded legal or beneficial interests or encumbrances may bind the Recorded Claims. There is no requirement under the Nunavut Mining Regulations that either transfers or encumbrances of claims be recorded by the MRO nor is title to the Recorded Claims guaranteed.
(o) The Nunavut Mining Regulations establishes a scheme for the registration of documents which is generally permissive, not mandatory, and does not set priorities for recorded and unrecorded interests, nor between them. Accordingly, status as a recorded holder of the Recorded Claims does not ensure that the Recorded Claims are free from adverse claims or other interests and we express no opinion regarding such adverse claims or other interests. However, the Nunavut Mining Regulations do provide that a transfer of a recorded claim or a lease of a recorded claim, or any interest in either of them, is subject to all judgments, orders, liens and other encumbrances that were recorded against the claim or lease, or any interest in them, as of the date of the recording of the transfer.
(p) We have not determined the performance of, compliance with, or enforceability of any term or provision in any document affecting the Recorded Claims.

327688.00001/95810555.7

Page 10

==> picture [90 x 37] intentionally omitted <==

(q) It is possible that information set out in the History Reports and available on the NMV may have been superseded by transactions, recordings or claims made subsequent to the time such reports were generated.
(r) We have not conducted any searches or other investigations with respect to taxes assessed by or paid to applicable government authorities.
(s) We express no opinion with respect to any statutory liens to which the Recorded Claims may be subject.

The information contained in this Report and the opinions expressed herein are intended for the use and benefit of the addressees and may not be relied on by, or distributed to, any other person or entity for any purpose without our prior written consent; provided that this Report may be included in the Prospectus. This Report is given as of the date hereof, and the opinions expressed herein are given as of the specific earlier date set out, and we disclaim any obligation or undertaking to update searches or investigations in respect of the Report or its subject matter after the date of this Report.

Yours truly,

==> picture [301 x 21] intentionally omitted <==

327688.00001/95810555.7

==> picture [613 x 108] intentionally omitted <==

SCHEDULE A RECORDED CLAIMS

Original Claim Number	Claim Name	New/ Converted Claim Number	Recorded Holder	Recorded Date for Original Ground- Staked Claims1	Original or Re- recorded Date (for Converted Claims)	Anniversary Date	Status2	Number of Units	Area (Ha) 3	Notes
F13257	TL1	100119	Silver Range Resources Ltd. (100%)	2011-01- 21	2022-01- 21	2024-01-21	Suspended	63	1079.298	Referred to as “Bling property” in Binding Terms Sheet. On 2021-08-05 an application was made for a suspension of time to complete work, which was approved by MRO on 2021- 08-13. This moved the anniversary date forward one year (from 2023 to 2024). Surface is IOL (Kitikmeot Inuit Association must be contacted to obtain surface access)
F94636	UIST 1	100869	Silver Range Resources Ltd. (100%)	2016-06- 09	2021-06- 09	2028-06-09	Suspended	48	814.752	Referred to as “Uist Property” in Binding Terms Sheet. On 2020-05-11 and 2021-08-05, applications were made for a suspensionoftime to complete

1 This is the date that the original ground-staked claim was recorded, and not the date of conversion.

2 A status of “suspended” means there was a request made by the client for a suspension in time in order to complete work under the Nunavut Mining Regulations , which request was approved by the MRO. The claim is still active. Please see the discussion and footnotes in the main Report regarding suspensions.

3 This is based on NMV, and the current converted claim often encompasses more area than the original ground-staked claim, if applicable.

327688.00001/95810555.7

Page 2

==> picture [91 x 36] intentionally omitted <==

Original Claim Number	Claim Name	New/ Converted Claim Number	Recorded Holder	Recorded Date for Original Ground- Staked Claims1	Original or Re- recorded Date (for Converted Claims)	Anniversary Date	Status2	Number of Units	Area (Ha) 3	Notes
										work, which were approved by MRO on 2020-05-12 and 2021- 08-13. This moved the anniversary date forward two years (from 2026 to 2027 and from 2027 to 2028). According to the MRO, as of September 27, 2021, UIST 1, UIST 2, UIST 3 and UIST 4 recorded claims are currently grouped.
F94637	UIST 2	100870	Silver Range Resources Ltd. (100%)	2016-06- 09	2021-06- 09	2028-06-09	Suspended	8	135.814	Referred to as “Uist Property” in Binding Terms Sheet. On 2020-05-11 and 2021-08-05, applications were made for a suspension of time to complete work, which were approved by MRO on 2020-05-12 and 2021- 08-13. This moved the anniversary date forward two years (from 2026 to 2027 and from 2027 to 2028). According to the MRO, as of September 27, 2021, UIST 1, UIST 2, UIST 3 and UIST 4 recorded claims are currently grouped.

327688.00001/95810555.7

Page 3

==> picture [91 x 36] intentionally omitted <==

Original Claim Number	Claim Name	New/ Converted Claim Number	Recorded Holder	Recorded Date for Original Ground- Staked Claims1	Original or Re- recorded Date (for Converted Claims)	Anniversary Date	Status2	Number of Units	Area (Ha) 3	Notes
F94673	UIST 3	102098	Silver Range Resources Ltd. (100%)	2017-05- 12	2021-05- 12	2029-05-12	Suspended	66	1121.286	Referred to as “Uist Property” in Binding Term Sheet. On 2020-05-11 and 2021-08-05, applications were made for a suspension of time to complete work, which were approved by MRO on 2020-05-12 and 2021- 08-13. This moved the anniversary date forward two years (from 2027 to 2028 and from 2028 to 2029). According to the MRO, as of September 27, 2021, UIST 1, UIST 2, UIST 3 and UIST 4 recorded claims are currently grouped.
F94674	UIST 4	102102	Silver Range Resources Ltd. (100%)	2017-05- 12	2021-05- 12	2029-05-12	Suspended	40	680.104	Referred to as “Uist Property” in Binding Terms Sheet. On 2020-05-11 and 2021-08-05, applications were made for a suspension of time to complete work, which were approved by MRO on 2020-05-12 and 2021- 08-13. This moved the anniversary date forward two years (from 2027 to 2028 and from 2028 to 2029). Part this claim overlaps surface/subsurface Inuit Owned

327688.00001/95810555.7

Page 4

==> picture [91 x 36] intentionally omitted <==

Original Claim Number	Claim Name	New/ Converted Claim Number	Recorded Holder	Recorded Date for Original Ground- Staked Claims1	Original or Re- recorded Date (for Converted Claims)	Anniversary Date	Status2	Number of Units	Area (Ha) 3	Notes
										Lands. This is likely due to the conversion to the unit (grid) system (i.e. the original ground- staked claim bordered the Inuit Owned Lands but when converted to the grid system, this created the overlap). The areas of the claim that overlap the Inuit Owned Lands do not grant any mineral rights as mineral rights for these areas must be obtained from the NTI. SeeSchedule Bfor map showing areas of overlap. According to the MRO, as of September 27, 2021, UIST 1, UIST 2, UIST 3 and UIST 4 recorded claims are currently grouped.
F94679	QAH 1	101734	Silver Range Resources Ltd. (100%)	2017-06- 08	2021-06- 08	2024-06-08	Suspended	96	1604.128	Referred to as “Qannituq Property” in Binding Terms Sheet. 2020-12-21 – There is a notation on the History Report that states “cancel claims by staff automatically” – According to information and documents provided by MRO this related to the cancellation of a different claim (QAH 6) and subsequent

327688.00001/95810555.7

Page 5

==> picture [91 x 36] intentionally omitted <==

Original Claim Number	Claim Name	New/ Converted Claim Number	Recorded Holder	Recorded Date for Original Ground- Staked Claims1	Original or Re- recorded Date (for Converted Claims)	Anniversary Date	Status2	Number of Units	Area (Ha) 3	Notes
										ungrouping with QAH 1 and QAH 3. On 2020-05-11 and 2021-08-05, applications were made for a suspension of time to complete work, which were approved by MRO on 2020-05-12 and 2021- 08-13. This moved the anniversary date forward two years (from 2022 to 2023 and from 2023 to 2024).
F94681	QAH 3	101735	Silver Range Resources Ltd. (100%)	2017-06- 08	2021-06- 08	2023-06-08	Suspended	96	1604.128	Referred to as “Qannituq Property” in Binding Terms Sheet. 2020-12-21 – There is a notation on the History Report that states “cancel claims by staff automatically” – According to information and documents provided by MRO this related to the cancellation of a different claim (QAH 6) and subsequent ungrouping with QAH 1 and QAH 3. On 2020-05-11 and 2021-08-05, applications were made for a suspension of time to complete work, which were approved by MRO on 2020-05-12 and 2021- 08-13. This moved the

327688.00001/95810555.7

Page 6

==> picture [91 x 36] intentionally omitted <==

Original Claim Number	Claim Name	New/ Converted Claim Number	Recorded Holder	Recorded Date for Original Ground- Staked Claims1	Original or Re- recorded Date (for Converted Claims)	Anniversary Date	Status2	Number of Units	Area (Ha) 3	Notes
										anniversary date forward two years (from 2021 to 2022 and from 2022 to 2023).
K15098	EL 1	100230	Silver Range Resources Ltd. (100%)	2012-11- 09	2021-11- 09	2024-11-09	Suspended	64	1095.032	Referred to as “Esker Lake Property” in Binding Terms Sheet. On 2020-05-11 and 2021-08-05, applications were made for a suspension of time to complete work, which were approved by MRO on 2020-05-12 and 2021- 08-13. This moved the anniversary date forward two years (from 2022 to 2023 and from 2023 to 2024).
n/a	EL 02	102662	Silver Range Resources Ltd. (100%)	n/a	2021-08- 07	2023-08-07	Active	14	239.588	Referred to as “Esker Lake Property” in Binding Terms Sheet.
K14796	MIG 6	100165	Silver Range Resources Ltd. (100%)	2011-06- 28	2021-06- 28	2023-06-28	Suspended	27	463.86	Referred to as “Gold Bugs Property” in Binding Terms Sheet. 2020-12-21 – There is a notation on the History Report that states “cancel claims by staff automatically” – According to information and documents provided by MRO this related to the cancellation of a different

327688.00001/95810555.7

Page 7

==> picture [91 x 36] intentionally omitted <==

Original Claim Number	Claim Name	New/ Converted Claim Number	Recorded Holder	Recorded Date for Original Ground- Staked Claims1	Original or Re- recorded Date (for Converted Claims)	Anniversary Date	Status2	Number of Units	Area (Ha) 3	Notes
										claim (MIG 1) and subsequent ungrouping with MIG 6. On 2020-05-11 and 2021-08-05, applications were made for a suspension of time to complete work, which were approved by MRO on 2020-05-12 and 2021- 08-13. This moved the anniversary date forward two years (from 2021 to 2022 and from 2022 to 2023).
F94634	MIG 8	101106	Silver Range Resources Ltd. (100%)	2016-08- 11	2021-08- 11	2023-08-11	Suspended	15	257.54	Referred to as “Gold Bugs Property” in Binding Terms Sheet. On 2020-05-11 and 2021-08-05, applications were made for a suspension of time to complete work, which were approved by MRO on 2020-05-12 and 2021- 08-13. This moved the anniversary date forward two years (from 2020 to 2021 and from 2022 to 2023).
n/a	GOLD BUGS 01	102658	Silver Range Resources Ltd. (100%)	n/a	2021-07- 29	2023-07-29	Active	30	514.772	Referred to as “Gold Bugs Property” in Binding Terms Sheet.

327688.00001/95810555.7

Page 8

==> picture [91 x 36] intentionally omitted <==

Original Claim Number	Claim Name	New/ Converted Claim Number	Recorded Holder	Recorded Date for Original Ground- Staked Claims1	Original or Re- recorded Date (for Converted Claims)	Anniversary Date	Status2	Number of Units	Area (Ha) 3	Notes
n/a	GOLD BUGS 02	102665	Silver Range Resources Ltd. (100%)	n/a	2021-08- 09	2023-08-09	Active	16	274.516	Referred to as “Gold Bugs Property” in Binding Terms Sheet.
n/a	GOLD BUGS 03	102666	Silver Range Resources Ltd. (100%)	n/a	2021-08- 09	2023-08-09	Active	27	463.644	Referred to as “Gold Bugs Property” in Binding Terms Sheet.
n/a	HIQ 01	102663	Silver Range Resources Ltd. (100%)	n/a	2021-08- 07	2023-08-07	Active	21	349.436	Referred to as “Hiqiniq Property” in Binding Terms Sheet.
n/a	UJ 01	102664	Silver Range Resources Ltd. (100%)	n/a	2021-08- 07	2023-08-07	Active	45	750.078	Referred to as “Ujaraq Property” in Binding Terms Sheet.

327688.00001/95810555.7

==> picture [609 x 108] intentionally omitted <==

Schedule B Maps of Recorded Claims

(see attached)

327688.00001/95810555.7

==> picture [189 x 15] intentionally omitted <==

Nunavut Map Selection

==> picture [748 x 547] intentionally omitted <==

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

Produced under licence from Her Majesty the Queen in Right of
Canada, with permission of Natural Resources Canada.
Legend
Land Disposition
Land Use Permit
Mineral Claim - Active
Mineral Claim - Pending
Mineral Claim - Leased
Mineral Claim - Legacy
Mineral Lease
Prospecting Permit
Coal Licence
Active
Pending
All Encumbrance
National Park
Active
Proposed
Land Withdrawal
NILCA Eeyou Marine Region
NLCA Inuit Owned Lands - Fee Simple Title
Surface
Surface - Municipality
Surface and Subsurface
Well Site
Oil and Gas Right
Roads
Power Network
Grid
Section
Date: 09-19-
This map is created from the NMS for illustrative purposes only. 1: 66,406 2021 Note:
The Department of Indigenous and Northern Affairs Canada
cannot warrant or guarantee that the information is accurate, 0 0.83 3.32 6.64 TL 1
complete or current at all times; it accepts no liability or Kilometres
responsibility for any errors, inaccuracies and/or omissions. Projection: NAD_1983_Canada_Atlas_Lambert
----- End of picture text -----

==> picture [189 x 15] intentionally omitted <==

Nunavut Map Selection

==> picture [748 x 547] intentionally omitted <==

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

Produced under licence from Her Majesty the Queen in Right of
Canada, with permission of Natural Resources Canada.
Legend
Land Disposition
Land Use Permit
Mineral Claim - Active
Mineral Claim - Pending
Mineral Claim - Leased
Mineral Claim - Legacy
Mineral Lease
Prospecting Permit
Coal Licence
Active
Pending
All Encumbrance
National Park
Active
Proposed
Land Withdrawal
NILCA Eeyou Marine Region
NLCA Inuit Owned Lands - Fee Simple Title
Surface
Surface - Municipality
Surface and Subsurface
Well Site
Oil and Gas Right
Roads
Power Network
Grid
Section
Date: 09-19-
This map is created from the NMS for illustrative purposes only. 1: 66,406 2021 Note:
The Department of Indigenous and Northern Affairs Canada
cannot warrant or guarantee that the information is accurate, 0 0.83 3.32 6.64 UIST 1
complete or current at all times; it accepts no liability or Kilometres
responsibility for any errors, inaccuracies and/or omissions. Projection: NAD_1983_Canada_Atlas_Lambert
----- End of picture text -----

==> picture [189 x 15] intentionally omitted <==

Nunavut Map Selection

==> picture [748 x 547] intentionally omitted <==

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

Produced under licence from Her Majesty the Queen in Right of
Canada, with permission of Natural Resources Canada.
Legend
Land Disposition
Land Use Permit
Mineral Claim - Active
Mineral Claim - Pending
Mineral Claim - Leased
Mineral Claim - Legacy
Mineral Lease
Prospecting Permit
Coal Licence
Active
Pending
All Encumbrance
National Park
Active
Proposed
Land Withdrawal
NILCA Eeyou Marine Region
NLCA Inuit Owned Lands - Fee Simple Title
Surface
Surface - Municipality
Surface and Subsurface
Well Site
Oil and Gas Right
Roads
Power Network
Section
Unit
Date: 09-19-
This map is created from the NMS for illustrative purposes only. 1: 33,203 2021 Note:
The Department of Indigenous and Northern Affairs Canada
cannot warrant or guarantee that the information is accurate, 0 0.42 1.66 3.32 UIST 2
complete or current at all times; it accepts no liability or Kilometres
responsibility for any errors, inaccuracies and/or omissions. Projection: NAD_1983_Canada_Atlas_Lambert
----- End of picture text -----

==> picture [189 x 15] intentionally omitted <==

Nunavut Map Selection

==> picture [748 x 547] intentionally omitted <==

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

Produced under licence from Her Majesty the Queen in Right of
Canada, with permission of Natural Resources Canada.
Legend
Land Disposition
Land Use Permit
Mineral Claim - Active
Mineral Claim - Pending
Mineral Claim - Leased
Mineral Claim - Legacy
Mineral Lease
Prospecting Permit
Coal Licence
Active
Pending
All Encumbrance
National Park
Active
Proposed
Land Withdrawal
NILCA Eeyou Marine Region
NLCA Inuit Owned Lands - Fee Simple Title
Surface
Surface - Municipality
Surface and Subsurface
Well Site
Oil and Gas Right
Roads
Power Network
Grid
Section
Date: 09-19-
This map is created from the NMS for illustrative purposes only. 1: 66,406 2021 Note:
The Department of Indigenous and Northern Affairs Canada
cannot warrant or guarantee that the information is accurate, 0 0.83 3.32 6.64 UIST 3
complete or current at all times; it accepts no liability or Kilometres
responsibility for any errors, inaccuracies and/or omissions. Projection: NAD_1983_Canada_Atlas_Lambert
----- End of picture text -----

==> picture [189 x 15] intentionally omitted <==

Nunavut Map Selection

==> picture [748 x 547] intentionally omitted <==

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

Produced under licence from Her Majesty the Queen in Right of
Canada, with permission of Natural Resources Canada.
Legend
Land Disposition
Land Use Permit
Mineral Claim - Active
Mineral Claim - Pending
Mineral Claim - Leased
Mineral Claim - Legacy
Mineral Lease
Prospecting Permit
Coal Licence
Active
Pending
All Encumbrance
National Park
Active
Proposed
Land Withdrawal
NILCA Eeyou Marine Region
NLCA Inuit Owned Lands - Fee Simple Title
Surface
Surface - Municipality
Surface and Subsurface
Well Site
Oil and Gas Right
Roads
Power Network
Grid
Section
Date: 09-19-
This map is created from the NMS for illustrative purposes only. 1: 66,406 2021 Note:
The Department of Indigenous and Northern Affairs Canada
cannot warrant or guarantee that the information is accurate, 0 0.83 3.32 6.64 UIST 4
complete or current at all times; it accepts no liability or Kilometres
responsibility for any errors, inaccuracies and/or omissions. Projection: NAD_1983_Canada_Atlas_Lambert
----- End of picture text -----

==> picture [189 x 15] intentionally omitted <==

Nunavut Map Selection

==> picture [748 x 547] intentionally omitted <==

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

Produced under licence from Her Majesty the Queen in Right of
Canada, with permission of Natural Resources Canada.
Legend
Land Disposition
Land Use Permit
Mineral Claim - Active
Mineral Claim - Pending
Mineral Claim - Leased
Mineral Claim - Legacy
Mineral Lease
Prospecting Permit
Coal Licence
Active
Pending
All Encumbrance
National Park
Active
Proposed
Land Withdrawal
NILCA Eeyou Marine Region
NLCA Inuit Owned Lands - Fee Simple Title
Surface
Surface - Municipality
Surface and Subsurface
Well Site
Oil and Gas Right
Roads
Power Network
Grid
Section
Date: 09-19-
This map is created from the NMS for illustrative purposes only. 1: 66,406 2021 Note:
The Department of Indigenous and Northern Affairs Canada
cannot warrant or guarantee that the information is accurate, 0 0.83 3.32 6.64 QAH 1
complete or current at all times; it accepts no liability or Kilometres
responsibility for any errors, inaccuracies and/or omissions. Projection: NAD_1983_Canada_Atlas_Lambert
----- End of picture text -----

==> picture [189 x 15] intentionally omitted <==

Nunavut Map Selection

==> picture [748 x 547] intentionally omitted <==

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

Produced under licence from Her Majesty the Queen in Right of
Canada, with permission of Natural Resources Canada.
Legend
Land Disposition
Land Use Permit
Mineral Claim - Active
Mineral Claim - Pending
Mineral Claim - Leased
Mineral Claim - Legacy
Mineral Lease
Prospecting Permit
Coal Licence
Active
Pending
All Encumbrance
National Park
Active
Proposed
Land Withdrawal
NILCA Eeyou Marine Region
NLCA Inuit Owned Lands - Fee Simple Title
Surface
Surface - Municipality
Surface and Subsurface
Well Site
Oil and Gas Right
Roads
Power Network
Grid
Section
Date: 09-19-
This map is created from the NMS for illustrative purposes only. 1: 66,406 2021 Note:
The Department of Indigenous and Northern Affairs Canada
cannot warrant or guarantee that the information is accurate, 0 0.83 3.32 6.64 QAH 3
complete or current at all times; it accepts no liability or Kilometres
responsibility for any errors, inaccuracies and/or omissions. Projection: NAD_1983_Canada_Atlas_Lambert
----- End of picture text -----

Nunavut Map Selection

==> picture [189 x 15] intentionally omitted <==

Produced under licence from Her Majesty the Queen in Right of Canada, with permission of Natural Resources Canada.

==> picture [748 x 530] intentionally omitted <==

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

Legend
Land Disposition
Land Use Permit
Mineral Claim - Active
Mineral Claim - Pending
Mineral Claim - Leased
Mineral Claim - Legacy
Mineral Lease
Prospecting Permit
Coal Licence
Active
Pending
All Encumbrance
National Park
Active
Proposed
Land Withdrawal
NILCA Eeyou Marine Region
NLCA Inuit Owned Lands - Fee Simple Title
Surface
Surface - Municipality
Surface and Subsurface
Well Site
Oil and Gas Right
Roads
Power Network
Section
Unit
Date: 09-19-
This map is created from the NMS for illustrative purposes only. 1: 33,203 2021 Note:
The Department of Indigenous and Northern Affairs Canada
cannot warrant or guarantee that the information is accurate, 0 0.42 1.66 3.32 EL 1
complete or current at all times; it accepts no liability or Kilometres
responsibility for any errors, inaccuracies and/or omissions. Projection: NAD_1983_Canada_Atlas_Lambert
----- End of picture text -----

==> picture [189 x 15] intentionally omitted <==

Nunavut Map Selection

==> picture [748 x 547] intentionally omitted <==

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

Produced under licence from Her Majesty the Queen in Right of
Canada, with permission of Natural Resources Canada.
Legend
Land Disposition
Land Use Permit
Mineral Claim - Active
Mineral Claim - Pending
Mineral Claim - Leased
Mineral Claim - Legacy
Mineral Lease
Prospecting Permit
Coal Licence
Active
Pending
National Park
Active
Proposed
Land Withdrawal
NILCA Eeyou Marine Region
NLCA Inuit Owned Lands - Fee Simple Title
Surface
Surface - Municipality
Surface and Subsurface
Well Site
Oil and Gas Right
Roads
Power Network
Section
Unit
Date: 09-21-
This map is created from the NMS for illustrative purposes only. 1: 33,203 2021 Note:
The Department of Indigenous and Northern Affairs Canada
cannot warrant or guarantee that the information is accurate, 0 0.42 1.66 3.32 EL 02
complete or current at all times; it accepts no liability or Kilometres
responsibility for any errors, inaccuracies and/or omissions. Projection: NAD_1983_Canada_Atlas_Lambert
----- End of picture text -----

==> picture [189 x 15] intentionally omitted <==

Nunavut Map Selection

==> picture [748 x 547] intentionally omitted <==

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

Produced under licence from Her Majesty the Queen in Right of
Canada, with permission of Natural Resources Canada.
Legend
Land Disposition
Land Use Permit
Mineral Claim - Active
Mineral Claim - Pending
Mineral Claim - Leased
Mineral Claim - Legacy
Mineral Lease
Prospecting Permit
Coal Licence
Active
Pending
All Encumbrance
National Park
Active
Proposed
Land Withdrawal
NILCA Eeyou Marine Region
NLCA Inuit Owned Lands - Fee Simple Title
Surface
Surface - Municipality
Surface and Subsurface
Well Site
Oil and Gas Right
Roads
Power Network
Section
Unit
Date: 09-19-
This map is created from the NMS for illustrative purposes only. 1: 33,203 2021 Note:
The Department of Indigenous and Northern Affairs Canada
cannot warrant or guarantee that the information is accurate, 0 0.42 1.66 3.32 MIG 6
complete or current at all times; it accepts no liability or Kilometres
responsibility for any errors, inaccuracies and/or omissions. Projection: NAD_1983_Canada_Atlas_Lambert
----- End of picture text -----

Nunavut Map Selection

==> picture [189 x 15] intentionally omitted <==

Produced under licence from Her Majesty the Queen in Right of Canada, with permission of Natural Resources Canada.

==> picture [748 x 530] intentionally omitted <==

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

Legend
Land Disposition
Land Use Permit
Mineral Claim - Active
Mineral Claim - Pending
Mineral Claim - Leased
Mineral Claim - Legacy
Mineral Lease
Prospecting Permit
Coal Licence
Active
Pending
All Encumbrance
National Park
Active
Proposed
Land Withdrawal
NILCA Eeyou Marine Region
NLCA Inuit Owned Lands - Fee Simple Title
Surface
Surface - Municipality
Surface and Subsurface
Well Site
Oil and Gas Right
Roads
Power Network
Section
Unit
Date: 09-19-
This map is created from the NMS for illustrative purposes only. 1: 33,203 2021 Note:
The Department of Indigenous and Northern Affairs Canada
cannot warrant or guarantee that the information is accurate, 0 0.42 1.66 3.32 MIG 8
complete or current at all times; it accepts no liability or Kilometres
responsibility for any errors, inaccuracies and/or omissions. Projection: NAD_1983_Canada_Atlas_Lambert
----- End of picture text -----

==> picture [189 x 15] intentionally omitted <==

Nunavut Map Selection

==> picture [748 x 547] intentionally omitted <==

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

Produced under licence from Her Majesty the Queen in Right of
Canada, with permission of Natural Resources Canada.
Legend
Land Disposition
Land Use Permit
Mineral Claim - Active
Mineral Claim - Pending
Mineral Claim - Leased
Mineral Claim - Legacy
Mineral Lease
Prospecting Permit
Coal Licence
Active
Pending
National Park
Active
Proposed
Land Withdrawal
NILCA Eeyou Marine Region
NLCA Inuit Owned Lands - Fee Simple Title
Surface
Surface - Municipality
Surface and Subsurface
Well Site
Oil and Gas Right
Roads
Power Network
Section
Unit
Date: 09-21-
This map is created from the NMS for illustrative purposes only. 1: 33,203 2021 Note:
The Department of Indigenous and Northern Affairs Canada
cannot warrant or guarantee that the information is accurate, 0 0.42 1.66 3.32 GOLD BUGS 01
complete or current at all times; it accepts no liability or Kilometres
responsibility for any errors, inaccuracies and/or omissions. Projection: NAD_1983_Canada_Atlas_Lambert
----- End of picture text -----

==> picture [189 x 15] intentionally omitted <==

Nunavut Map Selection

==> picture [748 x 547] intentionally omitted <==

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

Produced under licence from Her Majesty the Queen in Right of
Canada, with permission of Natural Resources Canada.
Legend
Land Disposition
Land Use Permit
Mineral Claim - Active
Mineral Claim - Pending
Mineral Claim - Leased
Mineral Claim - Legacy
Mineral Lease
Prospecting Permit
Coal Licence
Active
Pending
National Park
Active
Proposed
Land Withdrawal
NILCA Eeyou Marine Region
NLCA Inuit Owned Lands - Fee Simple Title
Surface
Surface - Municipality
Surface and Subsurface
Well Site
Oil and Gas Right
Roads
Power Network
Section
Unit
Date: 09-21-
This map is created from the NMS for illustrative purposes only. 1: 33,203 2021 Note:
The Department of Indigenous and Northern Affairs Canada
cannot warrant or guarantee that the information is accurate, 0 0.42 1.66 3.32 GOLD BUGS 02
complete or current at all times; it accepts no liability or Kilometres
responsibility for any errors, inaccuracies and/or omissions. Projection: NAD_1983_Canada_Atlas_Lambert
----- End of picture text -----

Nunavut Map Selection

==> picture [189 x 15] intentionally omitted <==

Produced under licence from Her Majesty the Queen in Right of Canada, with permission of Natural Resources Canada.

==> picture [748 x 530] intentionally omitted <==

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

Legend
Land Disposition
Land Use Permit
Mineral Claim - Active
Mineral Claim - Pending
Mineral Claim - Leased
Mineral Claim - Legacy
Mineral Lease
Prospecting Permit
Coal Licence
Active
Pending
National Park
Active
Proposed
Land Withdrawal
NILCA Eeyou Marine Region
NLCA Inuit Owned Lands - Fee Simple Title
Surface
Surface - Municipality
Surface and Subsurface
Well Site
Oil and Gas Right
Roads
Power Network
Section
Unit
Date: 09-21-
This map is created from the NMS for illustrative purposes only. 1: 33,203 2021 Note:
The Department of Indigenous and Northern Affairs Canada
cannot warrant or guarantee that the information is accurate, 0 0.42 1.66 3.32 GOLD BUGS 03
complete or current at all times; it accepts no liability or Kilometres
responsibility for any errors, inaccuracies and/or omissions. Projection: NAD_1983_Canada_Atlas_Lambert
----- End of picture text -----

==> picture [189 x 15] intentionally omitted <==

Nunavut Map Selection

==> picture [748 x 547] intentionally omitted <==

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

Produced under licence from Her Majesty the Queen in Right of
Canada, with permission of Natural Resources Canada.
Legend
Land Disposition
Land Use Permit
Mineral Claim - Active
Mineral Claim - Pending
Mineral Claim - Leased
Mineral Claim - Legacy
Mineral Lease
Prospecting Permit
Coal Licence
Active
Pending
National Park
Active
Proposed
Land Withdrawal
NILCA Eeyou Marine Region
NLCA Inuit Owned Lands - Fee Simple Title
Surface
Surface - Municipality
Surface and Subsurface
Well Site
Oil and Gas Right
Roads
Power Network
Section
Unit
Date: 09-21-
This map is created from the NMS for illustrative purposes only. 1: 33,203 2021 Note:
The Department of Indigenous and Northern Affairs Canada
cannot warrant or guarantee that the information is accurate, 0 0.42 1.66 3.32 HIQ 01
complete or current at all times; it accepts no liability or Kilometres
responsibility for any errors, inaccuracies and/or omissions. Projection: NAD_1983_Canada_Atlas_Lambert
----- End of picture text -----

==> picture [189 x 15] intentionally omitted <==

Nunavut Map Selection

==> picture [748 x 547] intentionally omitted <==

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

Produced under licence from Her Majesty the Queen in Right of
Canada, with permission of Natural Resources Canada.
Legend
Land Disposition
Land Use Permit
Mineral Claim - Active
Mineral Claim - Pending
Mineral Claim - Leased
Mineral Claim - Legacy
Mineral Lease
Prospecting Permit
Coal Licence
Active
Pending
National Park
Active
Proposed
Land Withdrawal
NILCA Eeyou Marine Region
NLCA Inuit Owned Lands - Fee Simple Title
Surface
Surface - Municipality
Surface and Subsurface
Well Site
Oil and Gas Right
Roads
Power Network
Grid
Section
Date: 09-21-
This map is created from the NMS for illustrative purposes only. 1: 66,406 2021 Note:
The Department of Indigenous and Northern Affairs Canada
cannot warrant or guarantee that the information is accurate, 0 0.83 3.32 6.64 UJ 01
complete or current at all times; it accepts no liability or Kilometres
responsibility for any errors, inaccuracies and/or omissions. Projection: NAD_1983_Canada_Atlas_Lambert
----- End of picture text -----

==> picture [609 x 108] intentionally omitted <==

Schedule C Other Public Records Search Summary


Search Conducted	Currency Date	Purpose and Results
CORPORATE
Corporate Registry (British Columbia, Canada)	Searched on Oct 22, 2021 Currency Date: Sept 7, 2021	The purpose of this search is to determine whether Silver Range is existing and in good standing and the current registered and records office, officers and directors of Silver Range. This search also determines whether Silver Range is the successor to any predecessor corporations. Incorporated on May 18, 2010 Incorporation No. BC0881356 Name changes: Previous Company Name: 0881356 B.C. Ltd. Date of Company Name Change: January 12, 2011 Last annual report_filed: May 18, 2021 (in good standing) _Registered and Records Office: Suite 1710, 1177 West Hastings Street, Vancouver, BC V6E 2L3 Directors: W. Douglas Eaton Bruce J. Kenway Michael A. Power Tim Termuende Bruce Youngman Officer information filed as at May 18, 2021: Larry Donaldson (CFO) Richard M. Drechsler (Vice President) Michael A. Power (CEO, President) Ian J. Talbot (Other Office(s)) Glenn Robert Yeadon (Secretary)
Current Notice of Articles	Searched on Oct 22, 2021 Currency Date: Jan 14, 2020	The purpose of this search is to determine the current share structure of Silver Range. Authorized Share Structure: Unlimited number of common shares without par value, without special rights or restrictions attached.

327688.00001/95810555.7

==> picture [91 x 36] intentionally omitted <==

Page 2

		Page 2

Search Conducted	Currency Date	Purpose and Results
NUANS	Searched on Oct 22, 2021	The purpose of this search is to identify the jurisdiction(s) Silver Range is extraprovincially or extraterritorially registered. Yukon Territory – registered July 7, 2011 Northwest Territory – registered Aug 19, 2016 Nunavut Territory – registered Aug 23, 2016
Legal Registries Division (Corporate Registries) - Nunavut	Oct 22, 2021	The purpose of this search is to determine whether Silver Range is registered extraterritorially in Nunavut and in good standing, the head office and current directors of Silver Range. Registered on August 23, 2016 File No. ET10913 Standing: The corporation is not in good standing with Corporate Registries with respect to the filing of annual returns. Head Office: Suite 1016 – 510 West Hastings Street, Vancouver, BC V6B 1L8 Directors: W. Douglas Eaton Bruce J. Kenway Michael A. Power Tim Termuende Bruce A. Youngman
PERSONAL PROPERTY REGISTRY (British Columbia)	Searched on Oct 22, 2021	The purpose of this search is to determine whether any secured party has perfected, by registration, any security interest in respect of any of the personal property of Silver Range situate in the Province of British Columbia. The registration system established under the Personal Property Security Act (British Columbia), is a province-wide system and our search would therefore disclose any registrations effective in the Province of British Columbia. BC Personal Property Registry searched using term “Silver Range Resources”. No registrations were found. (Note: PPR search found registrations for Silver Line Resources Ltd. and Silver Ridge Resources Ltd.)

327688.00001/95810555.7

==> picture [91 x 36] intentionally omitted <==

Page 3

		Page 3

Search Conducted	Currency Date	Purpose and Results
PERSONAL PROPERTY REGISTRY (Nunavut)	Oct 20, 2021	The purpose of this search is to determine whether any secured party has perfected, by registration, any security interest in respect of any of the personal property of Silver Range situate in the Territory of Nunavut. The registration system established under the Personal Property Security Act (Nunavut), is a territory- wide system and our search would therefore disclose any registrations effective in the Territory of Nunavut. Nunavut Personal Property Registry searched using term “Silver Range Resources”. No registrations were found.
LITIGATION		The purpose of these searches is to ascertain whether Silver Range was a party to any court actions in the registries listed in the Report.
BC Province-wide Civil and Criminal Court Registries	Oct 22, 2021	No actions have been found on file for Silver Range for the period from Oct 21, 2011 to Oct 21, 2021 (Civil Court) No actions have been found on file for Silver Range for the period 2000 to Present (Criminal Court)
Federal Court and Federal Court of Appeal	Oct 21, 2021	No actions have been found on file for Silver Range.
Federal Tax Court of Canada	Oct 21, 2021	No actions have been found on file for Silver Range.
Nunavut Court of Justice	Oct 25, 2021	No actions have been found on file for Silver Range.

327688.00001/95810555.7

ANNEXURE C – AUSTRALIAN TITLE REPORT

206

VIRIDIS

==> picture [233 x 117] intentionally omitted <==

12 November 2021

The Directors Viridis Mining and Minerals Limited Level 4, The Read Buildings 16 Milligan Street Perth WA 6000

Dear Directors,

RE: INDEPENDENT TENEMENT REPORT – WESTERN AUSTRALIA, NEW SOUTH WALES AND SOUTH AUSTRALIA

SCOPE OF INSTRUCTIONS

Hetherington Legal Pty Ltd (ABN 38 642 301 522) ( “Hetherington Legal” ) has been instructed by Viridis Mining and Minerals Limited (ABN 41 121 969 819) ( “Viridis” ) to prepare an Independent Tenement Report ( “Report” ) for the inclusion in a prospectus in accordance with the Australasian Code for Public Reporting of Technical Assessments and Valuations of Mineral Assets (VALMIN Code - 2015 Edition) ( “VALMIN Code” ) in relation to the following mining tenements in Western Australia (“ WA ”), New South Wales (“ NSW ”)and South Australia ( “SA” ), (collectively referred to as “the Tenements” ).

stralia (“WA”), New Sout he Tenements”).	h Wales (“NSW”)and Sout	h Australia (“SA”), (collectively refe
Tenement	Status	Jurisdiction
E70/5453	Application
E70/5428	Application
E70/5616	Application	Western Australia
E70/5606	Granted
EL8944	Granted	New South Wales
ELA2020/00220	Application	South Australia

Hetherington Legal is instructed that Viridis is party to a share sale agreement, pursuant to which it has a conditional right to acquire Australian Prospecting Pty Ltd, Hubble Resources Pty Ltd and Dig Ore Pty Ltd, details of which are set out in the Prospectus ( “Share Sale Agreement” ).
Hetherington Legal is independent from Viridis within the meaning of the VALMIN Code. The costs incurred by Hetherington Legal in preparing this Report have been calculated at the normal charge out rate.

SYDNEY

PERTH

Level 8, Suite 802, 15 Castlereagh Street SYDNEY NSW 2000 T: 02 9967 4844 E: [email protected]

Level 19, Suite 4, 44 St Georges Terrace PERTH WA 6000 T: 08 9228 9977 | F: 08 9328 3710 E: [email protected]

Viridis Mining and Minerals Limited

Independent Tenement Report – WA, NSW and SA

SUMMARY OPINION

Following review of information previously provided to Hetherington Legal and obtained through relevant searches, subject to the qualifications provided under this Report, it is the opinion of Hetherington Legal that this Report provides an accurate summary of:
Viridis’ interest in the Tenements pursuant to the Share Sale Agreement;
the status of the Tenements, including details of tenure area, expiry and renewal dates;
details of expenditure commitments, rents and security bonds affecting the Tenements; and
obligations to any third party, including, but not limited to, mortgages or royalty agreements.

SOURCES OF INFORMATION

For the purpose of this Report, in addition to information obtained from Viridis and its agents, we have obtained and reviewed information from the following sources between 8 September 2021 and 12 November 2021 (collectively referred to as “the Searches ”):

WESTERN AUSTRALIA

Department of Mines, Industry Regulation and Safety ( “DMIRS” );
Mineral Titles Online Register ( “MTO Register”
Tengraph Mapping Services ( “Tengraph” );
Geoview Mapping Services ( “Geoview” );
Aboriginal Heritage Inquiry System ( “AHIS” );
National Native Title Tribunal (“ NNTT ”);
Environmental Assessment and Regulatory System ( “EARS” ); and
West Australian Mineral Exploration Reporting System ( “WAMEX”

NEW SOUTH WALES

Titles Administration System (“ TAS ”) Register; and
Department’s MinView Database (“ Minview Database ”).

SOUTH AUSTRALIA

SA Department for Energy and Mining ( “DEM” );
SA Resources Information Gateway database ( “SARIG”
Department for Environment and Water’s ( “DEW” ) NatureMaps; and
Department’s Mining Register.

==> picture [110 x 31] intentionally omitted <==

Page | 2

Viridis Mining and Minerals Limited

Independent Tenement Report – WA, NSW and SA

This advice represents the opinion of Hetherington Legal only and is subject to the proviso that the information sources listed above from all three States may contain errors and are not always correct. Further, some of the information contained in the Searches may have changed prior to the finalisation of this Report.
Should Viridis or any related body corporate decide to act upon any of the information contained within this Report, it is recommended that Hetherington Legal first be notified to allow the performance of up to date searches to confirm there has been no change to the status of the Tenements since the date this Report was prepared.

REFERENCES

WESTERN AUSTRALIA

A reference to the “WA Mining Act” and “WA Mining Regulations” in this Report is to be taken as a reference to the Mining Act 1978 (WA) ( “WA Mining Act” ) and Mining Regulations 1981 (WA) ( “WA Mining Regulations” ) respectively.
For convenience, this Report refers to tenements using the standard shorthand name for the relevant licence category as follows:
“E” indicates an Exploration Licence.
A reference to a ‘mining tenement’ generally may refer to an Exploration Licence, Prospecting Licence, General Purposes Lease, Miscellaneous Licence and/or a Mining Lease, as defined in Section 8 of the WA Mining Act, depending on the context.
A reference to the “WA Tenements” in this Report refers to E70/5606 and the applications for E70/5453, E70/5428 and E70/5616 collectively.

NEW SOUTH WALES

A reference to the “NSW Mining Act” and “NSW Mining Regulations” in this Report is to be taken as a reference to the Mining Act 1992 (NSW) ( “NSW Mining Act” ) and the Mining Regulations 2016 (NSW) ( “NSW Mining Regulations” ) respectively.
For convenience, this Report refers to tenements using the standard shorthand name for the relevant licence category as follows:
“EL” indicates an Exploration Licence.
A reference to a ‘mining tenement’ generally may refer to an Exploration Licence, Mining Lease, and/or a Miscellaneous Purposes Licence, as those terms are referred to under the NSW Mining Act, depending on the context.

SOUTH AUSTRALIA

A reference to the “SA Mining Act” and “SA Mining Regulations” in this Report is to be taken as a reference to the Mining Act 1971 (SA) ( “SA Mining Act” ) and the Mining Regulations 2020 (SA) ( “SA Mining Regulations” ) respectively.
For convenience, this Report refers to tenements using the standard shorthand name for the relevant licence category as follows:
“ELA” indicates an Exploration Licence Application.

==> picture [110 x 31] intentionally omitted <==

Page | 3

Viridis Mining and Minerals Limited

Independent Tenement Report – WA, NSW and SA

A reference to a ‘mining tenement’ generally may refer to an Exploration Licence Application, Exploration Licence, Mining Lease, and/or a Miscellaneous Purposes Licence, as those terms are referred to under the SA Mining Act, depending on the context.

THE SCHEDULE

A summary of the information obtained in relation to the Tenements is provided in the Schedule to this Report. Various aspects of the information obtained are also discussed below.

REGULATORY FRAMEWORK

WESTERN AUSTRALIA

In WA, rights to explore for and produce minerals under an Exploration Licence are administered by DMIRS under the WA Mining Act and WA Mining Regulations.

Rights Conferred

An Exploration Licence authorises the holder to enter land for the purpose of exploration for minerals with employees and contractors and such vehicles, machinery and equipment as may be necessary and expedient. It permits exploration for minerals and the undertaking of operations and works necessary for that purpose, including digging pits, trenches and holes and sinking bores and tunnelling.
Rights to use water are conferred. The Licensee may divert water from any natural spring, lake, pool or stream situated on or flowing through the land or from any excavation previously made and used for mining purposes and may sink a well or bore, using the water for domestic purposes and for any purpose in connection with exploration for minerals. These rights are subject to compliance with Rights in Water and Irrigation Act 1914 (WA) (“ RWI Act ”), which requires a licence to take water.

Expiry and Renewal

An application for extension of term must be lodged prior to the expiry date (in the final year). The licence continues in force until the extension application is determined.
The expiry date for the granted WA Tenement E70/5606 is set out in the Schedule to this Report.

NEW SOUTH WALES

Tenements are administered under the NSW Mining Act and the NSW Mining Regulations.

Rights Conferred

The holder of an Exploration Licence is entitled to the exclusive right to carry out works on, or to remove samples from the land for the purpose of testing the mineral bearing qualities of the land specified in the licence for the group, or groups, of minerals specified. Exploration activities must be conducted in accordance with an approved Work Program.

Expiry and Renewal

The expiry date for EL8944 is set out in the Schedule to this Report. An Exploration Licence can be granted for a maximum period of six years and may be renewed for further periods. EL8944 was granted for an initial period of 2 years.

==> picture [110 x 31] intentionally omitted <==

Page | 4

Viridis Mining and Minerals Limited

Independent Tenement Report – WA, NSW and SA

In accordance with Section 114A(2) of the NSW Mining Act, an application to renew an Exploration Licence exceeding half of the area for which the licence relates to must provide special circumstances to justify the renewal. The criteria for establishing such special circumstances include that the conditions of the Licence have been satisfactorily complied with, that the full area of the Licences has been explored effectively and that the proposed program for the renewal period satisfactorily covers the full area to be renewed.
An application to renew an Exploration Licence must be lodged within the period of 2 months before the licence ceases to have effect. The Exploration Licence continues to remain in effect until the application for renewal is determined.

SOUTH AUSTRALIA

Tenements are granted and administrated under the SA Mining Act and the SA Mining Regulations.

Rights Conferred

The holder of an Exploration Licence in South Australia is entitled to carry out exploration operations for all minerals and/or opal, other than extractive minerals and any other activities specified in the licence.
Exploration operations on an Exploration Licence must be conducted in accordance with Part 9 of the SA Mining Act which describes a tenement holder’s obligations to notify and consult with landowners, repair damage, reinstate disturbed areas and pay compensation for financial loss, hardship or inconvenience.
Further, operations must be conducted in accordance with Part 10A of the SA Mining Act. Part 10A ensures that authorised operations that have (or potentially have) adverse environmental impacts are properly managed, to reduce those impacts as far as reasonably practicable. With an objective to eliminate the risk of significant long term environmental harm and ensure that land adversely affected by authorised operations is properly rehabilitated. It requires that a person must not carry out authorised operations unless a Program for Environment Protection and Rehabilitation ( “PEPR” ) that complies with Part 10A of the SA Mining Act is approved by the Department for Energy and Mining ( “DEM ”) in respect of the authorised operations.

Expiry and Renewal

Pursuant to the recently amended SA Mining Act ( “New Act” ), an Exploration Licence can be granted for a term of up to six (6) years. If the Exploration Licence is granted for a term of less than six (6) years, the licence may include the right of renewal but not so the aggregate term of the licence exceeds six (6) years in the initial period. A licence that does not include in its terms a right of renewal, may be renewed at the Minister’s discretion. The renewal must be made to the Minister before the date of expiry of the licence. An Exploration Licence can be renewed for a period of up to 18 years (i.e. by three (3) or six (6) year renewals).
Exploration Licences granted before 1 January 2021 will continue to be subject to the provisions of the SA Mining Act before the amendments ( “Old Act” ) until the expiration of five (5) years from the date on which the Exploration Licence was granted. These Exploration Licences are then deemed to have reached a period of either six (6) or twelve (12) years under the New Act provisions, dependant on how long the ground has been held under previous Exploration Licences (Clause 8 of Schedule 1 of the Statutes Amendment (Mineral Resources) Act 2019 (SA) ( “Amendment Act” ). Renewal applications under the Old Act are required to be lodged one month before the expiry of the licence.

==> picture [110 x 31] intentionally omitted <==

Page | 5

Viridis Mining and Minerals Limited

Independent Tenement Report – WA, NSW and SA

If ground currently held under an Exploration Licence including subsequent Exploration Licences have been held for a period of more than ten (10) years, at the end of five (5) years from the current grant date of the Exploration Licence, the Exploration Licence will be taken to have reached twelve (12) years under the New Act provisions. As the maximum aggregate renewal term is eighteen (18) years, it may only be renewed for a further aggregate term of no more than six (6) years before the ground must be surrendered (Clause 8 of Schedule 1 of the Amendment Act). This is unless a Retention Lease or Mining Lease application is lodged prior to expiry.
On application for renewal at the 12th anniversary date of the licence, a mandatory 50% area reduction (as compared to the original granted licence area) is required. Any area reductions that have already taken place over the first twelve (12) years of the licence is counted toward the 50% reduction requirement. If Retention Status is granted in relation to the licence, relief from the 12th anniversary 50% reduction (for the Retention Status area only) may be provided for.

CONDITIONS

WESTERN AUSTRALIA

Section 63 of the WA Mining Act and Regulation 21A of the WA Mining Regulations prescribe specific conditions which apply to Exploration Licences once granted.
Additional conditions may also be imposed on Exploration Licences.
We note that E70/5606, being the only live tenement in WA in which Viridis will have an interest should the Share Sale Agreement be completed, is currently subject to the below additional conditions:

Condition 1 : The prior written consent of the Minister responsible for the WA Mining Act 1978 being obtained before commencing any exploration activities on Rubbish Depot and Sand Pit Reserve 12458, Quarry Gravel Reserve 17753, Gravel and Rubbish Disposal Site Reserve 21812, Public Recreation and Water Supply Reserves 43686 and 44069 and Public Recreation Reserve 44198.

Condition 2 : In areas of native vegetation within the tenement, no exploration activities commencing until the licensee provides a plan of management to prevent the spread of dieback disease (Phytophthera species) to the Executive Director, Resource and Environmental Compliance, DMIRS for assessment and until the written approval of the Executive Director has been received. All exploration activities shall then comply with the commitments made in the management plan.

Condition 3 : No interference with Geodetic Survey Stations HD1. HD1T and PERTH 64-66, 64T 1 and 364 and mining within 15 metres thereof being confined to below a depth of 15 metres from the natural surface.

Condition 4 : In respect of the grant to the Licensee of this Licence, the Native Title Group's consent pursuant to clause 18 of Schedule 10 of the Yued People Indigenous Land Use Agreement(s) (relevant ILUA) to such grant is, as a condition precedent, subject to the Minister for Mines, Industry Regulation and Safety (DMIRS) imposing the following condition:

As the Yued People ILUA (relevant ILUA) applies to this Exploration Licence, the Licensee must before exercising any of the rights, powers or duties pursuant to this Exploration Licence over that portion of the area of land the subject of the relevant ILUA:

i. subject to paragraph (ii), execute and enter into in respect of this Exploration Licence an Aboriginal Heritage Agreement (as defined in the relevant ILUA) with the Native Title Agreement Group or Regional Corporation (as the case requires) for the relevant ILUA on

==> picture [110 x 31] intentionally omitted <==

Page | 6

Viridis Mining and Minerals Limited

Independent Tenement Report – WA, NSW and SA

terms and conditions agreed by the Licensee and the Native Title Agreement Group or Regional Corporation (as the case may be) for the relevant ILUA (the Parties) or, failing such agreement being reached between the Parties within 20 Business Days of the commencement of negotiations, execute and enter into a RSHA subject only to any necessary modifications in terminology required for the tenure;

ii. where:
A. the Parties have been unable to reach agreement on the terms and conditions of an Aboriginal Heritage Agreement under paragraph (i); and
B. the Licensee executes a NSHA (subject only to any necessary modifications in terminology required for the tenure); and
C. The Licensee provides a copy of the NSHA to the Native Title Agreement Group or Regional Corporation (as the case requires) for the relevant ILUA for execution,

If the Native Title Agreement Group or Regional Corporation (as the case requires) does not execute the NSHA and provide a copy of the executed NSHA to the Licensee within 20 Business Days of receipt of the NSHA, the requirements of paragraph (i) do not apply;

iii. provide to the Department of Mines, Industry Regulation and Safety (DMIRS) a statutory declaration from the Licensee (or if the Licensee is a corporation, from a director of that corporation on its behalf) in the form contained in Annexure U to the Settlement Terms (as defined in the relevant ILUA), as evidence that the Licensee has complied with the requirements of paragraph (i) of this condition or that paragraph (ii) of this condition applies.

Endorsements

In addition to the conditions imposed on a tenement, specific endorsements may also be applied as deemed appropriate by the Warden or the Minister.
We note that, in addition to a number of standard endorsements, E70/5606 is currently subject to the following additional endorsement:

Endorsement 1: The land the subject of this mining tenement affects environmental sensitive wetlands listed within the RAMSAR Convention 1971 and advice should be sought from the Commonwealth Department of the Environment before commencing any activities within 200 metres of the Swan coastal plain- north wetlands.

NEW SOUTH WALES

Pursuant to Section 29 of the Mining Act, a holder of an Exploration Licence may prospect on land specified for the group of minerals so specified, subject to such terms or conditions as may be prescribed and to such additional terms or conditions as the Minister thinks fit and specifies in the licence. The conditions of an Exploration Licence will generally be detailed in the original Instrument of Grant, and Instrument of Renewal and any subsequent Instrument of Grant where relevant.

SOUTH AUSTRALIA

Pursuant to Section 30 of the SA Mining Act, an Exploration Licence is subject to such terms or conditions as may be prescribed and to such additional terms or conditions as the Minister thinks fit and specifies in the licence. The conditions of an Exploration Licence will generally be detailed in the original Instrument of Grant, and Memorandum of Renewal and any subsequent Instrument of Grant where relevant.

==> picture [110 x 31] intentionally omitted <==

Page | 7

Viridis Mining and Minerals Limited

Independent Tenement Report – WA, NSW and SA

DEALINGS AND ENCUMBRANCES

WESTERN AUSTRALIA

The WA Mining Act enables interests in tenements to be registered against them. Common interests in tenements which are subject to registration include caveats, mortgages, and agreements.
On review, there are no dealings or encumbrances currently recorded on the DMIRS Register for the WA Tenements.

NEW SOUTH WALES

On review, there are no dealings or encumbrances currently recorded on the Department’s TAS Register for EL8944.

SOUTH AUSTRALIA

On review, there are no dealings or encumbrances currently recorded on the Department’s Mining Register for ELA2020/00220.

WORK PROGRAMS AND EXPENDITURE

WESTERN AUSTRALIA

The WA Mining Act provides that minimum expenditure commitments apply to individual tenements. Section 62(1) of the WA Mining Act imposes the requirement for Exploration Licence holders to comply with the prescribed expenditure conditions relating to that licence. Regulation 21 of the WA Mining Regulations specifies the current expenditure conditions which apply to Exploration Licences, pending their age and size.
Should the expenditure commitment not be met for a mining tenement in any one year, an exemption to the expenditure commitment may be sought in accordance with Section 102(2) of the WA Mining Act. Several grounds which justify an exemption from expenditure exist, including but not limited to the title to the tenement is in dispute, the ground subject to the mining tenement is unworkable, or time is required to evaluate work done on the mining tenement, plan future exploration or mining or raise capital.
Failure to comply with the prescribed expenditure conditions, and refusal of an application for exemption from expenditure conditions, may cause the DMIRS to commence forfeiture proceedings (Section 63A(b) and Section 82(1)(c) of the WA Mining Act). Failure to meet expenditure commitments can also expose a tenement to third party applications for forfeiture.
The current minimum expenditure commitments affecting the WA Tenements are detailed in the Schedule.

NEW SOUTH WALES

Condition 1 of the Licence Instrument for EL8944 requires the licence holder to undertake operations and activities as described in the approved Work Program, and to comply with any commitments associated with the approved Work Program.
Pursuant to Section 129A of the NSW Mining Act, an application for an authority and any tender must be accompanied by a Work Program, which indicates the nature and extent of operations

==> picture [110 x 31] intentionally omitted <==

Page | 8

Viridis Mining and Minerals Limited

Independent Tenement Report – WA, NSW and SA

and identifies activities to be completed in connection, or ancillary to, those operations involving environmental management, rehabilitation and community consultation activities.

Clause 35 of the NSW Mining Regulations prescribes that the Work Program must include particulars of the estimated amount of money proposed to be spent on carrying out the proposed activities on the land subject to the Exploration Licence.
A proposed work program must be submitted at the following times:
with any application for the grant, renewal, or transfer of a prospecting authority; and
with any application to amend an approved Work Program.
A failure to complete the activities in the Work Program by the end of the period will be deemed a non-performance of the relevant Work Program component, unless satisfactory justification is provided in the relevant Annual Activity Report.
In regard to renewal applications, an assessment of work program performance and exploration progress during the current and previous term of a prospecting authority, and project where applicable, will be carried out as part of applications for the renewal of prospecting authorities. A key measure of work program performance is achieving the outcomes and objectives in an approved work program and evidence of:
authentic and tangible progress in advancing the geoscientific knowledge of the resource potential of the authority and/or project area; and
reasonable progress in advancing a project towards mining status.
It is noted that new requirements were introduced from 1 January 2021 with the introduction of the Mineral prospecting minimum standards – for work programs and technical and financial capability (December 2020) (“ Minimum Standards ”). The commencement of the Minimum Standards removed the requirement for annual resubmission of the work program as part of annual activity reports. It also introduced a new Work Program form, which proposes exploration work to be completed in stages, rather than years. Applications for grant, renewal or transfer of authorities lodged before 31 December 2021 are not subject to the Minimum Standards. Applications lodged on or after 1 January 2021 must comply with the Minimum Standards.
Per the Minimum Standards and the Work Program Guidelines, in assessing the proposed exploration activities within a proposed work program, the Department will assess whether the applicant has:
demonstrated an understanding of the geology and why the area (individual authority or authorities within a project) is considered prospective for the commodity(s) sought;
proposed exploration activities that reflect the stated objectives, rationale and outcomes;
proposed exploration activities that are appropriate to discover and/or define potentially economic resources; and
proposed activities that will result in authentic and tangible progress in advancing the geoscientific knowledge of the area and/or reasonably progressing a project towards mining status during the term.
In accordance with the general regulatory framework in NSW, tenements are not subject to any prescribed minimum expenditure requirements. Instead, each granted tenement is subject to an

==> picture [110 x 31] intentionally omitted <==

Page | 9

Viridis Mining and Minerals Limited

Independent Tenement Report – WA, NSW and SA

approved Work Program, which is enforceable through the Conditions of Title. The Work Programs set out activities for the current term, along with estimated expenditure. Whilst strict compliance with the estimated expenditure is not mandatory, the holder must complete the proposed activities and achieve the goals set out in the Work Program.

The approved work program identifier ‘WP-EL 8944-2020-2022 sets out the current approved commitments for EL 8944 and are provided below. Please note future proposed expenditure is subject to change upon application by Dig Ore Pty Ltd.

Work Year Period	Proposed Expenditure
2020-2021	$20,000.00
2021-2022	$30,000.00

A review of overall compliance with the proposed activities set out in any Work Program is beyond the scope of this Report.

SOUTH AUSTRALIA

Section 30AAA of the SA Mining Act stipulates that an Exploration Licence will be subject to a minimum expenditure commitment set out in the Exploration Expenditure Policy.
Calculations are to be rounded to the nearest $5,000.
If an expenditure requirement is not met, the licence will be subject to possible area reductions or cancellation unless there are valid reasons for not meeting expenditure requirements.
Exploration Licence holders are required to furnish a return in a manner and form determined by the Minister that contains a statement outlining the exploration operations carried out under the Exploration Licence with a recurring period of 2 years, with the first period commencing on the date on which the Exploration Licence is granted, or a period determined by the Minister.
A statement outlining the exploration operations the tenement holder intends to carry out under the exploration licence must be submitted every ensuing period of 2 years, with the period commencing on the second anniversary of the date on which the exploration licence is granted, unless a period is determined by the Minister.

REPORTING

WESTERN AUSTRALIA

Expenditure Reporting

The WA Mining Act requires holders of Exploration Licences to lodge an Annual Operations Report ( “Form 5” ) which details money expended in connection with work on the area subject to the relevant licence (Section 51, Section 68(3) and Section 82(1)(e) of the WA Mining Act). The Form 5 is due annually for each mining tenement within 60 days of the grant anniversary date.
Failure to lodge a Form 5 within the prescribed timeframe may result in a mining tenement being forfeited (Section 63A and Section 96 of the WA Mining Act). Forfeiture may also result from a failure to meet minimum expenditure conditions where an application for exemption from expenditure has not been lodged or granted.
The Form 5 requires that the information contained in the form is certified by the person lodging the form to the effect that the information constitutes a true statement of the operation carried out by the money expended on the mining tenement during the reporting

==> picture [110 x 31] intentionally omitted <==

Page | 10

Viridis Mining and Minerals Limited

Independent Tenement Report – WA, NSW and SA

period. Accordingly, the person executing the Form 5 must be sufficiently well-informed of the details and circumstances surrounding the expenditure reported on a tenement to truthfully give the certification.

It is an offence under Regulation 32(2) of the WA Mining Regulations to provide information on a Form 5 where the tenement holder knows it is false or misleading. This was recently confirmed by the Warden's Court where lodgement of a Form 5 was determined to contain misleading and false information based on the facts tendered by the applicant for forfeiture (and the absence of facts tendered by the tenement holder). This was found to be a significant factor justifying a recommendation of forfeiture, and that a monetary penalty would be insufficient in the circumstances.

Technical Reporting

Pursuant to Section 115A of the WA Mining Act, the holder of an Exploration Licence is required to cause a mineral exploration report to be filed in either conjunction with an operations report as set out in relevant guidelines, or whenever required to do so by the Minister by notice in writing (Section 115A(2) of the WA Mining Act). The Guidelines for Mineral Exploration Reports on Mining Tenements ( “Reporting Guideline” ) is the statutory approved guideline which dictates requirements for mineral exploration reports.
Mineral exploration reports are to be submitted within 60 days after each anniversary date of the commencement of the tenement. If a tenement is part of an approved mineral exploration reporting group, then the report must be submitted annually by the agreed combined reporting date (Section 115A(4) of the WA Mining Act as relating to group reporting).
Mineral exploration reports may not be required where only general prospecting activities have been undertaken on Exploration Licences and Prospecting Licences, and the expenditure has been claimed under the “Prospecting and/or Small Scale Mining Activities” within the Form 5.

NEW SOUTH WALES

Holders of an Exploration Licence must submit an annual report within one calendar month of the grant anniversary date of the licence. The annual report is to include particulars of all surveys and operations during the reporting period, results and conclusions of any work undertaken and the proposed operations for the next 12-month period. Exploration Licence holders are also required to report on their annual expenditure and environment, rehabilitation and community consultation activities within the reporting period.
Annual Reports for Exploration Licences are assessed by Mineral Exploration Assessment within the Geological Survey of NSW, on the basis of exploration conducted during the reporting period. Reports are either satisfactory, acceptable or unsatisfactory. A satisfactory assessment means effective exploration was conducted and expenditure was met. An acceptable assessment means a good attempt was made to conduct the planned exploration, but external variables, for example weather, created issues that resulted in significantly less activity being carried out and expenditure not being met. An unsatisfactory assessment means that minimal or no exploration was conducted, expenditure was not met and no valid reason was provided as to why.
Compliance with the expenditure, labour and reporting requirements of a licence instrument is important, as these matters are considered by the Department at the time of renewal. Additionally, compliance or non-compliance with Licence Conditions can determine whether the area of an Exploration Licence is renewed in full, or whether a 50 percent reduction is required.

==> picture [110 x 31] intentionally omitted <==

Page | 11

Viridis Mining and Minerals Limited

Independent Tenement Report – WA, NSW and SA

Pursuant to Clause 64 of the NSW Mining Regulations, reports lodged must not be disclosed during the period for which the tenement is in force, unless 5 years has passed since the date of lodgement. Annual Activity Reports are not required to be submitted for pending Exploration Licence Applications.

SOUTH AUSTRALIA

In South Australia, the holders of certain mining tenements have a statutory requirement to submit data and reports on their activities to the Department. Recent amendments to the SA Mining Act and the SA Mining Regulations came into operation as of 1 January 2021. These amendments have updated the reporting requirements for tenement holders.
The changes to reporting requirements provide that Annual Expenditure Reports are no longer required to be lodged as a separate report. It now forms part of the Annual Technical Report (unless joint reporting applies). Where joint reporting applies an Annual Activity Summary will be required for each individual tenement.
Compliance with reporting requirements is important, as these matters are considered by the Department at the time of renewal.

Annual Technical Reports

Subject to Schedule C of each respective licence instrument for each tenement and Section 78(3) of the SA Mining Regulation, Annual Technical Reports must be submitted to the Department annually within 60 days of each grant anniversary date of an Exploration Licence, which include details of all results, studies, activities, annual expenditure and new technical data acquired during the reporting period. The Annual Technical Report should include sufficient detail to substantiate the activities undertaken and the expenditure spent. Annual Technical Reports should be prepared in line with the Mineral Exploration Reporting Guidelines for South Australia ( “Reporting Guidelines SA ”). It should be noted that the DEM are in the process of updating this guideline due to the recent amendments in the SA Mining Act and SA Mining Regulations.
Pursuant to the amendments made to the SA Mining Act and the SA Mining Regulations, the Annual Activity Summary now forms part of the Annual Technical Report and replaces the Annual Expenditure Report. The Annual Activity Summary reports on all activities conducted during a reporting period and the expenditures related to those activities. Pursuant to Section 78(4) of the SA Mining Regulations, the reporting period aligns with each 12-month period ending on the anniversary of the day on which the relevant mineral tenement was granted.

Annual Expenditure Reports and Annual Activity Summaries

Prior to January 2021, an itemised statement of expenditure using the Department’s template ‘Annual expenditure report on mineral exploration licence’ had to be submitted to the Department annually within 60 days of each grant anniversary date of an Exploration Licence. The Annual Expenditure Report includes details of the Exploration Licence and holder, a brief summary of exploration activities completed during the period and a detailed breakdown of expenditure for the reporting period. A separate Annual Expenditure Report had to be lodged for each Exploration Licence regardless of joint reporting status, and if no exploration was undertaken during the reporting period, an Annual Expenditure Report stating nil expenditure was to be submitted. Items which were permitted to be included in an Annual Expenditure Report was outlined in the Department’s ‘ Earth Resources Information Sheet M05: Mineral exploration licences – general conditions, procedures and information’ .
Starting 1 January 2021, the Annual Expenditure Report is no longer required to be submitted as a report on its own. As noted above, it will be included as part of the Annual Technical Report

==> picture [110 x 31] intentionally omitted <==

Page | 12

Viridis Mining and Minerals Limited

Independent Tenement Report – WA, NSW and SA

(unless joint reporting applies). Where joint reporting applies an Annual Activity Summary will be required for each individual tenement. The Annual Activity Summary is to be lodged via the online form provided on the DEM’s website.

Expenditure Returns

From 1 January 2021, under s 30AAA(3) of the SA Mining Act and Clause 25 of the SA Mining Regulations, Exploration Licence holders are required to provide an Expenditure Return either at the end of each expenditure period, every 2 years or at the end of a period determined by the Minister. The Expenditure Return is required to be furnished within 60 days of the end of each period.
An Exploration Licence holder will be required to furnish a statement outlining the explorations carried out under the exploration licence and the expenditure associated with those operations plus a statement outlining the exploration operations that the tenement holder intends to carry out under the exploration licence and the expenditure that is estimated to be incurred in carrying out those operations.

Compliance Reports

Exploration Licences are exempt from compliance reporting under clause 77(2) of the SA Mining Regulations if there have been no approved PEPRs under Part 10A of the SA Mining Act. Where an approved PEPR under Part 10A of the Act exists, a compliance report must be furnished to the Minister in accordance with MD012: Mineral Exploration Compliance Reports terms of reference . Where are compliance report is required, it is due 60 days after the grant anniversary date of the relevant tenement.
Pursuant to clause 77(2) of the SA Mining Regulations, all Mining Leases, Miscellaneous Purpose Licences and Extractive Mineral Licences must furnish a Compliance Report to the Minister within 60 days of the grant anniversary date. The form of the report should be in accordance with MD009: Mining Compliance Reports and MG3: Preparing a Mining Compliance Report guideline .

ANNUAL FEES

WESTERN AUSTRALIA

Section 108 of the WA Mining Act provides that rent is payable by the holder of a mining tenement at the times and in the amounts prescribed. The amount payable in rent is prescribed by Schedule 2 of the WA Mining Regulation and is to be attended to yearly in advance within one month after the anniversary date of the tenement (Regulation 109(4) of the WA Mining Regulations)).
Failure to pay rent in accordance with the stipulations of the WA Mining Act and WA Mining Regulations is a ground in which can be used to justify forfeiture of any mining tenement (Section 96(2)(a) of the WA Mining Act). The Warden may not order forfeiture on the basis of a failure to pay rent unless satisfied that the requirements of the WA Mining Act have not been complied with in a material respect and the matter is of sufficient gravity to justify forfeiture of the mining tenement (Section 96(2) of the WA Mining Act).
As an alternative to ordering forfeiture of a mining tenement, a penalty in the maximum of $150,000.00 may be imposed on a body corporate for failure to pay rent in accordance with the Mining Act (Section 96(3) of the WA Mining Act). Failure to pay any penalty imposed as an alternative to forfeiture, in the time specified by the Warden or within 30 days of a hearing of an application for forfeiture (where no time is specified by the Warden), will result in the mining tenement being forfeited (Section 96(6) of the WA Mining Act).

==> picture [110 x 31] intentionally omitted <==

Page | 13

Viridis Mining and Minerals Limited

Independent Tenement Report – WA, NSW and SA

NEW SOUTH WALES

In accordance with Part 14A of the NSW Mining Act, an Annual Rental Fee (“ ARF ”) and Annual Administrative Levy (“ AAL ”) is payable for Exploration Licences upon the grant anniversary date of a tenement.
Schedule 9 of the NSW Mining Regulations provides that the ARF for an Exploration Licence is calculated at a rate of $60 per unit for an Exploration Licence. Section 292K of the NSW Mining Act provides the AAL is calculated as 1% of the relevant proportion of the required security deposit. The minimum ARF is $100 and the minimum AAL is $100. Details of the annual fees for EL8944 are set out in the Schedule.
The Department’s current process for invoicing the ARF and AAL is as follows: an invoice is generated and sent to the holder on the tenth day of the month following the grant anniversary day and is payable within 30 days of that date. Please note, the above dates are based on the Department’s current practices, which may be subject to change at any time.

SOUTH AUSTRALIA

Rents are calculated in accordance with the area of the Exploration Licence, Fee Regulation Zone and the Department’s prescribed fee schedule. Fees are subject to change from July 1 each year. Rent is due annually for the period ending 30 June.
In accordance with Section 31 of the SA Mining Act and the Departments Fee Schedule, from 1 January 2021, an Annual Administrative Free (“ AAF ”) and Annual Regulation Component (“ ARC ”) is payable annually and in advance.
The Department’s current process for invoicing the AAF and ARC is as follows: an invoice is generated and sent to the holder around the middle of the month before the grant anniversary day and is payable within 30 days of that date. Please note, the above dates are based on the Department’s current practices, which may be subject to change at any time.

OVERLAPPING TENEMENTS AND EXCLUSIONS

WESTERN AUSTRALIA

The WA Mining Act prescribes that certain types of tenements may co-exist. The general rules which apply are as follows:
A Prospecting Licence cannot be granted over an existing mining tenement (Section 43 of the WA Mining Act). However, Special Prospecting Licences may be granted over existing Mining Leases (Section 85B of the WA Mining Act).
A Mining Lease cannot be granted over an existing mining tenement held by a person other than the applicant (Section 76 of the WA Mining Act).
An Exploration Licence cannot be granted over any block or part thereof subject to an existing Exploration Licence (Section 57(2h) of the WA Mining Act).
Despite the rules noted above, Miscellaneous Licences may, however, co-exist with other licences (Section 91(7) of the WA Mining Act).
We note that the application for E70/5453 overlaps several live Mining Leases. E70/5453 encroaches on M70/1236 and M70/1237 for a combined total of 227.0584 hectares, being

==> picture [110 x 31] intentionally omitted <==

Page | 14

Viridis Mining and Minerals Limited

Independent Tenement Report – WA, NSW and SA

8.74% of the total application area. In accordance with the WA Mining Act, Exploration Licences and Mining Leases cannot co-exist. As such, the area of E70/5453 which overlaps the Mining Leases would be excised upon grant.
Further, E70/5453 also falls entirely within a State Agreement Mining Lease. Whilst the application can be granted under the relevant State Agreement, the licence could not be used for the purpose of mining bauxite, which we are instructed is not Viridis’ intention.
The application for E70/5616 is also noted to overlay another Exploration Licence application, namely E70/5619, for a total of 875.2297 hectares being 33.34% of the total area. However, as E70/5616 was lodged earlier in time, it shall have priority to this overlapping area pursuant to Section 105A of the WA Mining Act.

NEW SOUTH WALES

The grant of concurrent Exploration Licences is not prohibited in circumstances where applications have been lodged in respect of different groups of minerals, as prescribed by Section 19 of the NSW Mining Act.
Under Section 19(b) of the NSW Mining Act, an Exploration Licence will not be granted over any land the subject of a mining lease, assessment or minerals claim.
Searches were undertaken using spatial data from the Department’s MinView database to identify any overlying tenements within the area of EL8944.
We note that EL8944 co-exists with other licences. Refer to the Schedule for further information.

SOUTH AUSTRALIA

Section 80 of the SA Mining Act provides an array of circumstances under which land may simultaneously be subject to more than one tenement. This includes where the holder of the existing tenement has consented to the grant or pegging out of a claim, lease or miscellaneous purposes licence over any portion of the land comprising the existing tenement. This section was enacted under the new SA Mining Act effective as of 1 January 2021. Prior to this date, over lapping tenements were not permitted.
Following review of current Instruments of Title and data available in SARIG, it appears that there are no other authorities granted under the SA Mining Act overlapping ELA2020/00220.

ENVIRONMENTAL REQUIREMENTS

WESTERN AUSTRALIA

Rehabilitation

The Mining Rehabilitation Fund Act 2012 (WA) ( “MRF Act” ) was enacted in 2012 to provide for the establishment of the Mining Rehabilitation Fund and to introduce a levy payable in respect of mining authorisations for the purpose of ensuring the Department has adequate funds to attend to rehabilitation of mine sites, should an authorisation holder fail to do so. The Mining Rehabilitation Funds Regulations 2013 (WA) ( “MRF Regulations” ) enacted thereafter outlines practically how the MRF Act and procedures therein operate.
Section 11 of the MRF Act provides that a Mining Rehabilitation Levy ( “MRF Levy” ) is payable yearly in respect of each authorisation. The levy payable for a tenement is calculated by multiplying the estimated rehabilitation liability estimate ( “RLE” ) with a fund contribution rate

==> picture [110 x 31] intentionally omitted <==

Page | 15

Viridis Mining and Minerals Limited

Independent Tenement Report – WA, NSW and SA

of 1% (Regulation 4(1) of the MRF Regulations). The RLE is calculated with reference to assessment information provided by a tenement holder as to the total area of land within the tenement which has been disturbed, the type of disturbance which has occurred, and the total area of land subject to ongoing rehabilitation (Section 13 of the MRF Act, Regulation 4 and Schedule 1 of the MRF Regulations). Tenement holders are required to lodge the assessment information for the purpose of calculating the MRF levy annually prior to 30 June (Regulation 5(2) of the MRF Regulations).

If the RLE for a tenement is $50,000 or less, then the amount of levy payable is nil (Regulation 4(3) of the MRF Regulations).
In the event that an RLE exceeds $50,000 for a tenement, then following lodgement of the assessment information by a tenement holder and an assessment of the levy payable, the holder will receive an assessment notice which specifies amongst other things, the levy payable and due date for payment (Section 17 of the MRF Act). A person who has received an assessment notice may, within 28 days after the date of the assessment notice or as otherwise extended, object to the assessment notice (Section 20 of the MRF Act).
A penalty of 20% per annum is chargeable should a levy imposed remain unpaid after the due date (Section 26(1) of the MRF Act and Regulation 8 of the MRF Regulations).
The DMIRS annually releases data on ground disturbance reported by tenement holders. On review, there is no data currently available for the WA Tenements.

Programme of Works

Should the holder of granted Exploration Licences wish to undertake surface disturbing activities, the WA Mining Act requires that a Programme of Work be lodged in the prescribed manner and approved by the Minister (or prescribed official) prior to an explorer conducting any ground disturbing activities with mechanised equipment.
Following completion of the proposed Programme of Work, the activities must be rehabilitated within six months of completion of ground disturbance or following an approved extension. A rehabilitation report should then be submitted to DMIRS by the tenement holder.

NEW SOUTH WALES

Security Bond

Holders of an Exploration Licence are required to lodge a security deposit of at least $10,000, which is subject to increase if the holder proposes to undertake ground-disturbing activities which result in the estimated cost of rehabilitation to exceed $10,000. The security deposit is returned if the licence is cancelled once rehabilitation has been approved by the Department. Details of the current rehabilitation security deposits held for EL8944 are provided in the Schedule to this Report.

Activity Approvals

Pursuant to Section 23A of the NSW Mining Act, an activity approval is required to be obtained prior to the carrying out of an assessable prospecting operation. All activities which fall outside of the meaning of ‘exempt development’ within Clause 10 of the State Environmental Planning Policy (Mining, Petroleum Production and Extractive Industries) 2007 (NSW) (“ Mining SEPP ”) are considered to be assessable prospecting operations which require additional activity approval.
There are no activity approvals recorded under EL8944 in the TAS Register.

==> picture [110 x 31] intentionally omitted <==

Page | 16

Viridis Mining and Minerals Limited

Independent Tenement Report – WA, NSW and SA

Environmental Protection Licences

The NSW Environment Protection Authority (“ EPA ”) is the primary environmental regulator for NSW, operating with the objective to improve environmental performance and waste management. The EPA was established in 1991 under the Protection of the Environment Administration Act 1991 (NSW) (“ POEA Act ”), which allows the EPA to perform particular tasks in relation to the quality of the environment, environmental audit and reports on the state of the environment.
Under the POEA Act, the EPA may issue Environmental Protection Licences (“ EPL ”) to owners or operators of industrial premises. Licence conditions relate to pollution prevention and monitoring, and clean production through recycling and reuse. Holders of EPL’s must:
Comply with all licence conditions;
Develop, annually update and publicly display a Pollution Incident Response Management Plan (“ PRIMP ”); and
Publicly display any monitoring data, where this is required by the licence.
Searches of the EPA authority database can be conducted in relation to Environmental Protection Licences, applications and penalty notices.
Please note there may be EPL’s issued in relation to or applied for land subject to the Exploration Licences, that may be approved for operations unrelated to the holders of these tenements.
A review of Environmental Protection Licences, applications and penalty notices is beyond the scope of this report.

Water Licences

The Water Management Act 2000 (NSW) (“ Water Management Act ”) and the Water Act 1912 (NSW) (“ Water Act ”) currently govern the management and regulation of Water Access Licences (“ WAL ”) and Water Use and/or Water Supply approvals (“ Approvals ”) in NSW.
The WAL Register has been operational since 1 July 2004, providing record of every WAL and related Approvals in NSW. WALs and Approvals are attached to specific land parcels, rather than the licence holder.

SOUTH AUSTRALIA

Program for Environment Protection and Rehabilitation

Pursuant to Section 70B(1) of the SA Mining Act, tenement holders must not undertake any authorised operations other than in accordance with an approved PEPR.
Authorised operations are defined as exploration operations, mining operations or ancillary operations. With respect to a mining lease, a PEPR must specify the authorised operations that are proposed to be carried out, set out environmental outcomes that are expected to occur as a result of the authorised operations, a statement of criteria to be adopted to measure the environmental outcomes and incorporate information about the ability of the tenement holder to achieve the environmental outcomes set out in the PEPR and any other required information.

==> picture [110 x 31] intentionally omitted <==

Page | 17

Viridis Mining and Minerals Limited

Independent Tenement Report – WA, NSW and SA

A PEPR is only required to be obtained by an Exploration Licence holder where the proposed activities fall outside of the scope of the Department’s Low Impact PEPR. Examples of activities which fall within the scope of the Low Impact PEPR include reconnaissance, soil sampling, geological mapping, rock-chip sampling and sampling using hand-held augers. As such, an Exploration Compliance Report is not required to be lodged for an Exploration Licence where the only activities which have been conducted are those which fall within the scope of the Low Impact PEPR, and there is no existing separate PEPR for higher-impact exploration activities which has been approved.
A development program approved under Regulation 9 of the Mines and Works Inspection Regulations 2013 (SA) and in force immediately before the commencement of section 70DD of the Mining Act will be taken to be an approved PEPR pursuant to Part 10A of the SA Mining Act.

Security Bond

In accordance with Section 62 of the SA Mining Act the Minister may, at any time by notice in writing, require the holder of an Exploration Licence to enter a security bond for fulfillment of any future obligations or liabilities that may arise in relation to the carrying out of mining operations or satisfying of rehabilitation requirements.
The bond requested will generally cover the full cost of the rehabilitation, along with contingencies, and must be lodged prior to commencement of mining. This is to ensure the community is not left with the financial liability for rehabilitation should the tenement holder forfeit the lease due to financial difficulties.
Upon determination of the ELA 2020/00220 the DEM may require a bond to be paid in respect of authorised operations to be undertaken on the tenement.
Please note that in accordance with Clause 62(2)(a)(iii) of the SA Mining Regulations, Minister’s consent to the transfer of an Exploration Licence will only operate subject to the applicant’s capacity to replace any bond or security in place under Section 62 of the Mining Act in respect of the Exploration Licence. Resolution may be in the form of a replacement security bond being lodged, or the existing bond being transferred with the Exploration Licence into the name of the transferee.
Holders of an Exploration Licence are required to submit a rehabilitation bond prior to the approval of a Work Plan. A standard rehabilitation bond is $10,000, however a larger rehabilitation bond may be required if large scale exploration works are proposed.

UNDERLYING LAND TYPES AND LAND ACCESS

WESTERN AUSTRALIA

Reserves

Section 23 – 25A of the WA Mining Act prescribes procedures relating to access to reserved land to conduct mineral exploration or mining. Where reserves lie within tenure, the holder of a mining tenement must not undertake activities on that reserve otherwise than in accordance with a relevant consent obtained in relation to that land (Section 23(2) of the WA Mining Act), otherwise the tenement will be liable for forfeiture (Section 23(3) of the WA Mining Act).
On review, we note that E70/5453 is 99.27% encroached by a State Forest area. Any work intended to be undertaken on this ground would be subject to Ministerial Consent and, if consent is granted, the imposition of further conditions on the licence.

==> picture [110 x 31] intentionally omitted <==

Page | 18

Viridis Mining and Minerals Limited

Independent Tenement Report – WA, NSW and SA

Private Land

Section 8 of the WA Mining Act defines Private land as follows:

Any land, other than Commonwealth land, that has been or may hereafter be alienated from the Crown for any estate of freehold, or is or may hereafter be the subject of any conditional purchase agreement, or of any lease or concession with or without a right of acquiring the fee simple thereof (not being a pastoral lease within the meaning of the Land Administration Act 1997 or a lease or concession otherwise granted by or on behalf of the Crown for grazing purposes only or for timber purposes or a lease of Crown land for the use and benefit of the Aboriginal inhabitants) but —

in relation to mining for minerals other than gold, silver and precious metals, for the purposes of Division 3 of Part III, does not include land alienated before 1 January 1899, except as provided in that Division; and
other than in so far as the primary tenement may be treated as private land in relation to mining for gold pursuant to a special prospecting licence or mining lease under section 56A, 70 or 85B, does not include land that is the subject of a mining tenement; and
no land that has been reserved for or dedicated to any public purpose shall be taken to be private land by reason only that any lease or concession is granted in relation thereto for any purpose.
Pursuant to the conditions of title for an Exploration Licence, a tenement holder may enter private land to conduct low impact exploration activities provided they give adequate prior notice. The holder may be required to notify a pastoralist prior to undertaking airborne geophysical surveys or some ground disturbing activities.
Pursuant to Section 123 of the WA Mining Act, compensation may be payable to the owner or occupier of private land, the amount of which may be determined by an agreement. In default of an agreement, the amount may be determined by the Wardens Court, without requiring any formal proceedings to be taken, pursuant to a claim made in the prescribed manner, and Section 123(3)(a).
Under the WA Mining Act, an Exploration Licence confers on the holder the right to exploit all minerals, unless the Licence encroaches upon private land which was granted prior to 1899. In these circumstances, the holder of Licence may only explore for, or mine, gold, silver and precious metals. All other mineral rights remain with the landholder. An analysis as to the grant date of each freehold land parcel affected by the WA Tenements is beyond the scope of this Report.
We note that E70/5428 is 96.94% encroached by private land, for a total of 3963.19 hectares. This encroachment area is made up of 580 individual freehold land parcels.
E70/5606 is also encroached by private land to a total of 98.01% of the area, being 3446.2378 hectares across 145 individual freehold land parcels.
Further, E70/5616 is 97.8% encroached by private land, being 2567.3469 hectares made up of 46 individual freehold land parcels.
E70/5453 is subject to a minor 0.19% encroachment of private land with one freehold land parcel affected.

==> picture [110 x 31] intentionally omitted <==

Page | 19

Viridis Mining and Minerals Limited

Independent Tenement Report – WA, NSW and SA

Crown Land

Section 8 of the WA Mining Act defines Crown Land as all land except the following:
land that has been reserved for or dedicated to any public purpose other than — o land reserved for mining or commons;
- land reserved and designated for public utility for any purpose under the Land Administration Act 1997;
land that has been lawfully granted or contracted to be granted in fee simple by or on behalf of the Crown;
land that is subject to any lease granted by or on behalf of the Crown other than — o a pastoral lease within the meaning of the Land Administration Act 1997, or a lease otherwise granted for grazing purposes only; or
- a lease for timber purposes; or
- a lease of Crown land for the use and benefit of the Aboriginal inhabitants;
land that is a townsite within the meaning of the Land Administration Act 1997.
1. Tenement holders cannot explore on any of the following categories of Crown land without the written consent of the occupier according to Section 20 of the WA Mining Act:
land for the time being under crop, or which is situated within 100 m thereof;
land used as or situated within 100 m of a yard, stockyard, garden, cultivated field, orchard, vineyard, plantation, airstrip or airfield;
land situated within 100 m of any land that is in actual occupation and on which a house or other substantial building is erected;
land the site of or situated within 100 m of any cemetery or burial ground;
land the subject of a pastoral lease within the meaning of the Land Administration Act 1997 (WA) which is the site of, or is situated within 400 m of the outer edge of, any water works, race, dam, well or bore, not being an excavation previously made and used for mining purposes by a person other than a lessee of that pastoral lease.

On review, it is noted that none of the WA Tenements are subject to pastoral leases or Crown land.

NEW SOUTH WALES

Land Access

Section 140 of the NSW Mining Act prescribes that it is necessary to enter into a written land access arrangement with any landholders prior to entering or carrying out exploration on land which is owned or occupied. Individual land parcels may have multiple landholders, as defined by Section 4 of the NSW Mining Act, and may also have parts of the land excluded as roads or other Crown reserves. As such, review of the respective title plan for a land parcel is required to ascertain the exact boundaries of the land and any such exclusions, for the purposes of determining the relevant landholders with which an access arrangement is required.

==> picture [110 x 31] intentionally omitted <==

Page | 20

Viridis Mining and Minerals Limited

Independent Tenement Report – WA, NSW and SA

Further, any landholder is entitled to compensation for compensable loss caused to any land by the exercise of rights conferred by the Exploration Licence (Section 263 NSW Mining Act). In the event that an access arrangement or an agreement in relation to the amount of compensation payable cannot be reached with a landholder, the matter can be referred to arbitration, and if not resolved, to the Land and Environment Court for determination (Section 155 NSW Mining Act).
If a change in ownership is anticipated, the access arrangements relevant to the exploration activities should be reviewed and consideration be given to the renewal of such agreements and/or whether an instrument assigning the agreements to the new party is required or permitted. Consideration should also be given to the establishment of entirely new agreements between the landholders and the new party.
Pursuant to Section 31 of the NSW Mining Act, it is necessary for the holder of an Exploration Licence to obtain prior written consent from the owner of any dwelling house which is the principal place of residence, garden or significant improvement situated on the surface of the land before carrying out any exploration within 200 metres of the dwelling house, and within 50 metres of the relevant garden or significant improvement. “Significant improvement” has been defined by the NSW Mining Act as a work or structure that:

a) is a substantial and valuable improvement to the land;

b) is reasonably necessary for the operation of the landholder’s lawful business or use of the land;

c) is fit for its purpose (immediately or with minimal repair);

d) cannot reasonably co-exist with the exercise of rights under the authorisation or the access arrangement without hindrance to the full and unencumbered operation or functionality of the work or structure; and

e) cannot reasonably be relocated or substituted without material detriment to the landholder, and includes any work or structure prescribed by the regulations for the purposes of this definition but does not include any work or structure excluded from this definition by the regulations.

Conducting prospecting activities without an access arrangement is a contravention of the NSW Mining Act. If an access arrangement cannot be agreed during negotiation between a titleholder and a landholder, the NSW Mining Act provides a mechanism by which the parties may enter into mediation followed by arbitration, which can add additional costs and delays to the completion of an exploration program.
The holder of the prospecting title may, through written notice to the landholder/s, request their agreement to the appointment of a mutually agreeable mediator or arbitrator to preside over the mediation. If appointment cannot be agreed upon, either party can apply for an assistance from a panel of arbitrators. If agreement is not reached at mediation, parties proceed to arbitration where the arbitrator will make a final determination. This determination may be appealed in the Land and Environment Court.
On review, we note that EL8944 is subject to private land encroachments. A review of the Minview Database has provided the following breakdown of the land situated wholly within or intersecting EL8944.

==> picture [110 x 31] intentionally omitted <==

Page | 21

Viridis Mining and Minerals Limited

Independent Tenement Report – WA, NSW and SA

Tenement	Lots+	Crown Parcels*
EL 8944	15	0

+ Lots are the recorded legal boundary within a deposited plan. Landholders can include but are not limited to freehold (private) and the State of New South Wales (Crown Lands).

* The number of Crown Land parcels in the table above does not include areas allocated to Crown Roads and Crown Waterways, Crown Roads are present in the above Tenement. To determine the relevant landholders, extensive land tenure analysis needs to be undertaken to determine the locality and presence of Crown Roads.

A review of current access arrangements is beyond the scope of this Report.

Exempted Areas

Section 30 of the NSW Mining Act requires the Minister’s consent to be granted prior to any prospecting on exempted areas covered by an Exploration Licence. An ‘exempted area’ is an area of land:

(a) reserved, dedicated, appropriated, resumed or acquired for public purposes (except land reserved for a temporary common or a commonage), whether vested in the Crown or in any person as trustee for public purposes, or

(b) held under a lease for water supply by virtue of a special lease or otherwise, or

(c) transferred, granted or vested in trust by the Crown for the purpose of a race-course, cricket-ground, recreation reserve, park or permanent common or for any other public purpose, or

(d) prescribed by the regulations for the purposes of this definition.

It is important to note that exempted areas are not excluded areas, as prospecting operations may still take place within exempted areas if Minister’s consent is obtained prior, pursuant to Section 30 of the NSW Mining Act.
If activities are planned to be undertaken on land considered an exempted area, an access arrangement must be entered into with the controlling body of the land as prescribed by Section 140 of the NSW Mining Act. Further, in order to obtain Minister’s consent prior to commencing prospecting operations on exempted areas, Native Title must be proved to be extinguished or Native Title processes, such as the Right to Negotiate, must be commenced in respect of the relevant land parcel.
Generally, most Crown Land and Travelling Stock Reserves (“ TSR ”) would fall within the meaning of exempted area under the NSW Mining Act. However, in order to confirm the extent and type of any Crown land, and whether the land may constitute an exempted area, further information including Crown Plans and Gazette Notices would need to be obtained and reviewed in relation to each land parcel. The Searches do not comprise a definitive record with respect to the existence of Crown land or exempted areas and undertaking such searches is beyond the scope of this Report.

Exclusions

The conditions of Improved Management of Exploration Regulation (“ IMER ”) Exploration Licences, including EL8944, grant the holder a right to conduct exploration activities over particular units but may exclude certain areas within those units.

==> picture [110 x 31] intentionally omitted <==

Page | 22

Viridis Mining and Minerals Limited

Independent Tenement Report – WA, NSW and SA

Land vested in the Commonwealth of Australia, land subject to an authority or an application for an authority, land subject to a residence or business area, land subject to a National Park, Regional Park, Historic Site, Nature Reserve, Mining Reserve, Conservation Reserve or Aboriginal Land Council (that existed at date of grant) may be excluded under Schedule 1 of the Licence Instrument.
A review of the Instrument of Grant for EL8944 shows that a Section of Burning Mountain National Park overlaps with the application area and has been excised from the Tenement upon grant.

SOUTH AUSTRALIA

Reserves

Generally, Section 43(1) of the National Parks and Wildlife Act 1972 (SA) ( “NPW Act” ) provides that rights of entry, prospecting, exploration, or mining cannot be acquired or exercised in respect of land that constitutes a reserve. Notwithstanding this, Section 43(2) of the NPW Act authorises the Governor to, by proclamation, declare that subject to any conditions specified, certain exploration and mining activities may be undertaken within the area of particular reserves. Reserves under the NPW Act include any National Parks, Conservation Parks, Game Reserves, R Parks or Regional Reserves constituted under the NPW Act.
Reserves which are proclaimed with access for exploration and mining (known as joint proclamation) include conditions which vary depending upon the particular reserve. Generally, consultation with the Department for Environment and Water ( “DEW” ) is required before the holder of an Exploration Licence may exercise any rights within the area of a reserve, and a notice period is also often prescribed.
Pursuant to the Licence Conditions of the Tenement, there may be additional conditions placed upon the tenement holder where the tenement falls within a reserve.
On review, it is noted that ELA2020/00220 abuts the Kulliparu Conservation reserve.

Native Vegetation Heritage Agreement Areas

A Native Vegetation Heritage Agreement Area ( “NVHAA” ) is an area subject to a contract between a landholder and the South Australia Government relating to the protection of a particular species of vegetation. NVHAAs can be identified by obtaining copies of the title search for a particular land parcel within an Exploration Licence and are often referred to in Exploration Licence conditions. Exploration within a NVHAA requires consultation with DEW.
Pursuant to the Licence Conditions of the Tenement, there may be additional conditions placed upon the tenement holder where the tenement falls within a NVHAA.
On review of SARIG database, it is noted that ELA2020/00220 falls within an NVHAA.

Nationally Important Wetlands

Wetlands of national significance are another example of an environmentally sensitive location which may require additional consultation with DEW.

==> picture [110 x 31] intentionally omitted <==

Page | 23

Viridis Mining and Minerals Limited

Independent Tenement Report – WA, NSW and SA

Pursuant to the Licence Conditions of the Tenement, there may be additional conditions placed upon the tenement holder where the tenement falls within a Nationally Important Wetland.
On review of SARIG database, it does not appear as though ELA2020/00220 encroaches upon any wetlands.

Access and Compensation

Unless an agreement is in place with the landholder, the holder of an Exploration Licence must give a landholder at least 42 days notice before first entering land to carry out exploration by serving the prescribed notice form on the landholder personally or by post, in accordance with Section 58A(1) of the SA Mining Act. Notice under Section 58A is not required if the Exploration Licence holder has entered into an agreement with the landholder. Whilst entry into an agreement with the landholder is optional, it is strongly encouraged so that the rights and responsibilities of each party are clear and fully understood.
The owner of any land upon which mining operations are carried out is entitled to compensation for any economic loss, hardship and inconvenience suffered as a consequence of the mining operations under Section 61 of the SA Mining Act. The amount of compensation is to be determined by agreement between the titleholder and the landholder, or in default of agreement, by the appropriate court.
There are several areas prescribed by Section 9 of the SA Mining Act which are considered ‘exempt land’, such as any yard, garden, cultivated field, vineyard, areas within 400 metres of a building or structure used as a place of residence and areas within 150 metres of a spring, well, reservoir, dam or building/structure that is worth $2500 or more and is used for an industrial or commercial purpose.
Pursuant to Section 9AA of the SA Mining Act, if an Exploration Licence holder wishes to conduct activities within land that constitutes an ‘exempt area’, a request for a waiver of exemption must be served on the owner of the exempt land, and an agreement to waive the exemption must subsequently be entered into between the owner and the Exploration Licence holder.
Additionally, where an Exploration Licence holder wishes to use ‘declared equipment’, notice must be served on the landholder at least 42 days prior to commencement of the activity in accordance with Section 58A(2) of the SA Mining Act. The term ‘declared equipment’ is now incorporated in the definition of “advanced exploration operations” under Section 6(1a) of the SA Mining Act which means exploration operations “which involve the use of declared equipment.” must serve notice to the landholder. Examples of declared equipment includes a trench digger or excavator and any mechanically driven machinery capable of drilling to depths of greater than 2.5 metres below the ground.

NATIVE TITLE

WESTERN AUSTRALIA

Applications for mining tenure will not be progressed by DMIRS until such time as requirements of the Native Title Act 1993 (Cth) (“ NTA ”) have been complied with.
It is standard for applications for Exploration Licences to attract the expedited procedure under the NTA. Applicants for Exploration Licences must sign and offer a Regional Standard Heritage Agreement or prove they have an existing Alternative Heritage Agreement in place, prior to the relevant application being referred to the expedited procedure process. If the applicant refuses to enter into or fails to advise the DMIRS of their intention to enter into a

==> picture [110 x 31] intentionally omitted <==

Page | 24

Viridis Mining and Minerals Limited

Independent Tenement Report – WA, NSW and SA

Standard Heritage Agreement or does not have an executed Alternative Heritage Agreement, the DMIRS will not process the application and will consider a refusal action pursuant to section 111A of the WA Mining Act.

Once an application for an Exploration Licence has been referred to Native Title clearance, there is a 4-month period in which the application is advertised and registered Native Title claimants can lodge an objection (Section 29 of the NTA). Native Title claimants who have an unregistered Native Title determination application are not eligible to object.
If no objection is lodged, then the application can proceed to grant. If one or more Native Title parties object to expedited procedure, the National Native Title Tribunal ( “NNTT” ) is required to decide whether the application is an act which should attract expedited procedure. If the NNTT determines expedited procedure applies, the tenement may proceed to grant. If the NNTT upholds the objection, the application will proceed to the Right to Negotiate process under the NTA.
Where Native Title determinations exist over tenements, there is a strong possibility that heritage surveys will need to be undertaken prior to commencing ground disturbing works. Additionally, and as noted earlier in this Report, several tenements are subject to the endorsement that the holder will ensure compliance with the Aboriginal Heritage Act 1972 (WA). This statutory framework also requires actions be undertaken so to ensure for the protection of Aboriginal sites and objects. The requirements to preserve heritage apply irrespective of the fact that tenements may have already cleared Native Title procedural requirements and subsequently proceeded to grant.
Details of Native Title determinations and claims affecting the area of each of the WA Tenements are provided in the Schedule.
As noted earlier in this Report, E70/5606 falls entirely within the Yued Claim WC1997/071 covered by the Yued People Indigenous Land Use Agreement (WI2015/009) which subjects the licence to certain conditions which must be met prior to exploration activities taking place.
Hetherington has been provided with copies of the following executed heritage agreements:
Noongar Alternative Heritage Agreement – E70/5606 -Hubble Resources Pty Ltd/Yued Agreement Group; and
Noongar Alternative Heritage Agreement – E70/5616 – Hubble Resources Pty Ltd/Whadjuk Agreement Group.

NEW SOUTH WALES

Exploration Licence applicants must comply with one of the following provisions in relation to Native Title:
a) Request a standard licence granted with the condition that the holder will not prospect on any land or waters on which native title has not been extinguished under the Native Title Act 1993 (Cth) (“ NTA ”) without consent of the Minister administering the Mining Act;
b) Provide evidence that native title has been extinguished under the NTA;
c) Undertake the right to negotiate or an alternate process prescribed under the NTA; or
d) Apply for a low-impact licence.

==> picture [110 x 31] intentionally omitted <==

Page | 25

Viridis Mining and Minerals Limited

Independent Tenement Report – WA, NSW and SA

Conditions in relation to Native Title are included in all Exploration Licence Conditions of Title. These conditions require that the Licence Holder must not prospect in areas on which Native Title is claimable under the Commonwealth Native Title Act without prior written consent from the Minister.
Native Title may be proved to be extinguished on particular land parcels where evidence of extinguishment, for example, evidence of a previous exclusive possession act such as the grant of a freehold estate prior to 23 December 1996, is provided by the title holder to the Department in accordance with the Department’s Protocol for Evidencing Proof of Extinguishment of Native Title. This is generally in the form of a Native Title Extinguishment Report. In land parcels where it is unable to be proved that Native Title was extinguished in the past, Native Title is taken to be claimable and prior written consent from the Minister will be required.
Further, if Native Title has not been extinguished then it will (except in specific circumstances) be necessary to comply with Native Title processes before carrying out operations within that area of the Exploration Licence, prior to the Minister granting consent. For example, Crown land is a type of tenure over which Native Title is claimable unless it can be proven otherwise through evidence of extinguishment. If Native Title is unable to be proven extinguished in relation to Crown land, then Native Title processes are required to be followed. The presence of a registered Native Title Claim also means that it will be necessary to reach an agreement with the Native Title claimants through Native Title processes, before obtaining the Minister’s consent and proceeding with the relevant exploration activity.
A geospatial search from National Native Title Tribunal has provided that EL8944 has an overlapping Native Title claim, namely the Gomeroi People (NC2011/006) covering 100% of the tenement.
SOUTH AUSTRALIA
‘Native Title land’ is defined in the Native Title (South Australia) Act 1994 (SA) ( “SA NTA” ) and exploration on Native Title land detailed in accordance with Part 9B of the SA Mining Act. The SA NTA defines ‘Native Title land’ as land in respect of which Native Title exists or might exist, excluding land found or declared by the Supreme Court or the Environment, Resources and Development Court ( “ERD Court” ) not to be subject to Native Title, or land found or declared by a competent authority under a law of the Commonwealth not to be subject to Native Title.
Native Title is considered to be extinguished on a particular land parcel where certain past acts have taken place, such as certain grants of freehold estate and perpetual leases. Pursuant to Section 63J of the SA Mining Act, the holder of an Exploration Licence also has a right to seek a declaration that a particular land parcel is not subject to Native Title by making an application to the ERD Court.
If Native Title has not been extinguished in relation to a particular land parcel, Part 9B of the Mining Act sets out the relevant procedures which must be followed prior to conducting mining or exploration activities on the ‘Native Title land’ and offers an alternative process to that offered under the Native Title Act 1993 (Cth) ( “Cth NTA” ).
The primary Native Title process under Part 9B of the SA Mining Act are:
Negotiation of a ‘Native Title Mining Agreement’; and
ERD Court determination authorising the operations (where agreement cannot be reached).
To meet the Future Act provisions of the SA NTA, an applicant may elect the following at the time of application:

==> picture [110 x 31] intentionally omitted <==

Page | 26

Viridis Mining and Minerals Limited

Independent Tenement Report – WA, NSW and SA

Undertake the Right to Negotiate process with the Native Title party/parties; or
Reach an agreement by way of an Indigenous Land Use Agreement with the Native Title party/parties; or
Excise all Crown Land from the application, except those areas where Native Title has been extinguished; or
Retain Crown Land and comply with the relevant land use activity agreement under the Traditional Owner Settlement Act 2010 (SA).
Tenements originally granted before 23 December 1996 are often exempt from the requirement to go through Native Title processes such as the Right to Negotiate process, pursuant to Section 26D of the SA NTA. This is provided that:
The area of the tenement is not extended;
Any renewal term of the tenement is not longer than the original term granted; and
No rights are created in connection with the tenement which were not created in connected with the grant of the tenement.
We note that upon review of the SARIG database, ELA 2020/00220 is overlapping Wirangu No. 2 Native Title Claim SC1997/006, Wirangu #3 SC2019/002 and the Barngarla Native Title Determination Area SCD2016/001.

HERITAGE

WESTERN AUSTRALIA

Under the Aboriginal Heritage Act 1972 ( “Heritage Act” ), it is considered an offence to excavate, destroy, damage, conceal or alter any Aboriginal site without consent. As a result, these sites should be avoided unless consent is sought. Should access to a site be required for exploration activities, consent should be sought under Section 18 of the Heritage Act.
Further to this, a declared site indicates that the land may be of cultural significance to the relevant Native Title group.
When submitting a Programme of Work to DMIRS for approval to conduct ground disturbing activities under the WA Mining Act, applicants are required to address Aboriginal heritage management.
Results from the Aboriginal Heritage Inquiry System in relation to any Registered Sites or Other Heritage Places on each of the WA Tenements are outlined in the table below:

Tenement	Classification	Name	ID Number	Type
E70/5606	Registered Site	Mooliabeenee Reed Site	3381	Artefacts / Scatter, Arch Deposit, Camp
	Registered Site	Gingin Brook Waggyl Site	20008	Historical, Mythological, Camp, Hunting Place, Plant Resource, Water Source
	Registered Site	Spring Valley Artefact Scatter	38839	Artefacts / Scatter

==> picture [110 x 31] intentionally omitted <==

Page | 27

Viridis Mining and Minerals Limited

Independent Tenement Report – WA, NSW and SA

E70/5453	Other Heritage Place	Dandalup River	27937	Mythological, Hunting Place, Natural Feature, Plant Resource, Water Source
E70/5428	Registered Site	Ellen Brook: Upper Swan	3525	Mythological
	Registered Site	Ki-It Monger Brook 2	3583	Ceremonial, Modified Tree, Mythological
	Registered Site	South Bullsbrook	4362	Artefacts / Scatter
	Other Heritage Place	Farnborough Quarry 1	3956	Artefacts / Scatter
	Other Heritage Place	Farnborough Quarry 2	3957	Man-Made Structure
	Other Heritage Place	Farnborough Quarry 3	3958	Artefacts / Scatter
	Other Heritage Place	Farnborough Quarry 4	3959	Artefacts / Scatter
	Other Heritage Place	Koomyle Kaleep Scar Tree	22667	Modified Tree, Hunting Place
	Other Heritage PlaceOther Heritage Place	Bullya SpringKoomyle Kaleep Scar Tree	2266922667	Mythological, Natural Feature, Water SourceModified Tree, Hunting Place
	Registered SiteOther Heritage Place	Wooroloo BrookBullya Spring	3700022669	Mythological, Water SourceMythological, Natural Feature, Water Source
	Other Heritage PlaceRegistered Site	Bullsbrook CampWooroloo Brook	345237000	CampMythological, Water Source
E70/5616	Other Heritage Place	Bullsbrook Camp	3452	Camp

NEW SOUTH WALES

An Aboriginal place is an area declared by the Minister administering the National Parks and Wildlife Act 1974 (NSW) (“ NPW Act ”) because the place is deemed to have special significance to Aboriginal culture. An Aboriginal object is any material evidence relating to Aboriginal habitation of an area. An Aboriginal place may or may not contain Aboriginal objects.
Aboriginal places and objects are registered on the Aboriginal Heritage Information Management System (“ AHIMS ”) maintained by the New South Wales Office of Environment and Heritage.
AHIMS notes that some areas of New South Wales have not been investigated in detail and consequently, there may be fewer records of sites and objects in such areas. Aboriginal objects and sites are protected under the NPW Act irrespective of whether they are recorded on AHIMS.
Pursuant to Sections 86(2) and (4) of the NPW Act, it is a strict liability offence to harm an Aboriginal object, or harm or desecrate an Aboriginal place. It is also an offence to harm or desecrate an Aboriginal object that the person knows is an Aboriginal object pursuant to Section 86(1) of the NPW Act. It may be necessary to apply for an Aboriginal Heritage Impact

==> picture [110 x 31] intentionally omitted <==

Page | 28

Viridis Mining and Minerals Limited

Independent Tenement Report – WA, NSW and SA

Permit if the activities contemplated in exercising rights under EL8944 is likely to cause damage to Aboriginal objects or places. The prohibitions contained in Sections 86(1), (2) and (4) of the NPW Act apply whether or not the Aboriginal place or Aboriginal object has been registered on the AHIMS.

This office has undertaken basic searches of the AHIMS database to determine the existence of Aboriginal objects and sites in or near the area of EL8944. These basic searches give an indication of Aboriginal sites and Aboriginal places recorded in or near the areas. We recommend any targeted areas for exploration activities undertake a detailed AHIMS search be undertaken to ascertain most recent information and locations of Aboriginal Heritage.
A basic search of the map extent over the area of EL8944 indicted that there are 2 recorded Aboriginal Sites and 0 Aboriginal places that have been declared within the tenement area.

SOUTH AUSTRALIA

Under the Aboriginal Heritage Act 1988 ( “SA Heritage Act” ), it is considered an offence to excavate, destroy, damage, conceal or alter any Aboriginal site without consent. As a result, these sites should be avoided unless consent is sought. If access to a site for exploration activities is required, consent should be sought under Section 18 of the SA Heritage Act. Further to this, a declared site indicates that the land may be of cultural significance to the relevant Native Title group.
Places which are recorded in the South Australia Heritage Register as state heritage places require consultation with DEW prior to approval of activities involving the use of declared equipment (see Paragraph 172) within close proximity to the registered sites
When submitting a PEPR to DEM for approval to conduct ground authorised operations under the SA Mining Act, applicants are required to address Aboriginal Heritage management.
Should access to a site be required for exploration activities, consent should be sought under Section 18 of the SA Heritage Act.
The SA Heritage Act requires registers of Aboriginal heritage matters to be maintained. Due to these registers containing culturally sensitive and confidential information, the information contained may be subject to confidentiality requirements and therefore has not been included in this Report. Due diligence, including (if available) searches of the registers should be undertaken prior to commencing any work on ELA2020/00220.

QUALIFICATIONS

The content of this Report has been prepared and is provided subject to the following qualifications:
a) Unless apparent from the Searches or the information provided to us, we have assumed compliance with the necessary requirements under the Mining Acts and Mining Regulations as applicable to the Tenements.
b) We have not advised Viridis in respect of the terms of, nor reviewed, the Share Sale Agreement.
c) This Report does not cover any third-party interests that are not apparent in the Searches or the information provided to us.

==> picture [110 x 31] intentionally omitted <==

Page | 29

Viridis Mining and Minerals Limited

Independent Tenement Report – WA, NSW and SA

d) Commentary in relation to the third-party interests is based off the information provided in the Searches, which is assumed to be accurate.
e) We have not provided commentary with respect to rates issued outside the scope of the Mining Acts and Mining Regulations applicable to the Tenements, such as rates imposed by local councils.
f) Further to the Searches undertaken, Native Title or Aboriginal cultural or heritage sites may exist over areas covered by the Tenements. We have not conducted any extensive independent investigations to determine the existence of Native Title or Aboriginal cultural or heritage sites over the Tenements for the purpose of this Report.
g) We have not conducted any searches or offered any comment with respect to environmental approvals or restrictions, restricted or exempt areas or Crown land.
h) We do not provide any opinion as to whether any applications to renew the Tenements will be granted or the conditions and obligations imposed upon the renewal of the licences.
i) The information in the Schedule is accurate as at the date the relevant Searches were undertaken. This information is subject to change at any time.
j) Whilst this Report has been prepared in accordance with the requirements of section 7.2 of the VALMIN Code (2015 Edition), upon instruction from Viridis, we have not provided commentary on the title and location of any contiguous and geologically related tenure that may have a material bearing on the value of the Tenements.

GENERAL

Should you have any queries or require any further information in relation to the above or any other tenement matter, please do not hesitate to contact the undersigned at your earliest convenience.

Yours faithfully

==> picture [213 x 62] intentionally omitted <==

HETHERINGTON LEGAL PTY LTD

==> picture [110 x 31] intentionally omitted <==

Page | 30

Viridis Mining and Minerals Limited

Independent Tenement Report – WA, NSW and SA

THE SCHEDULE

WA

Tenement	Status	Registered Holder / Applicant	Application Date	Grant Date	Expiry Date	Area	Next Rent	Next Expenditure Commitment	Registered Encumbrances	Third Party Overlapping Tenements	Native Title Determinations/ Claims	Land	RLE
E70/5453	Pending	Australian Prospecting Pty Ltd	14-May-20	N/A	N/A	9 Blocks (2596.76 HA)	N/A	N/A	N/A	M70/1236 – Live M70/1237 - Live ML1SA - Live	Gnaala Karla Booja WC1998/058 Claim (100%)	State Forest (99.27%) Private Land (0.19% -1 Parcel)	N/A
E70/5428	Pending	Hubble Resources Pty Ltd	24-Apr-20	N/A	N/A	14 Blocks (4088.15 HA)	N/A	N/A	N/A	N/A	Whadjuk People WC2011/009 Claim (100%)	Private Land (96.94% - 580 Parcels)	N/A
E70/5616	Pending	Hubble Resources Pty Ltd	23-Sep-20	N/A	N/A	9 Blocks (2625.07 HA)	N/A	N/A	N/A	E70/5619- Pending	Whadjuk People WC2011/009 Claim (100%)	Private Land (97.8% - 46 Parcels)	N/A
E70/5606	Live	Hubble Resources Pty Ltd	23-Sep-20	4-May-21	3-May-26	12 Blocks (3516.04 HA)	$1,752.00	$20,000.00 Due by no later than 2ndJuly 2022	Nil	N/A	Yued WC1997/071 Claim (100%)	Private Land (98.01% - 145 Parcels)	N/A

NSW

Tenement	Status	Registered Holder	Application Date	Grant Date	Expiry Date	Area	Commodity	Annual Rental Fee	Annual Admin Levy	Annual Expenditure Commitment	Native Title Determinations/Claims	Registered Encumbrances	Third Party Overlapping Tenements	Security Bond
EL8944	Current	Dig Ore Pty Ltd	09-Oct-19	18- Feb- 20	18-Feb-22	2 Units	Group 5 Minerals*	$120	$100	In accordance with approved Work Program	Gomeroi People (NC2011/006) Claim	Nil	PEL456 EL5888 EL9043	$10,000

SA

Tenement	Status	Registered Applicant	Application Date	Grant Date	Expiry Date	Area	Minerals	Annual Regulation Fee	Annual Rental Fee	Annual Admin Fee	Current Expenditure Commitment	Registered Encumbrances	Third Party Overlapping Tenements	Native Title Determinations/ Claims	Security Bond
ELA2020/00220	Pending	Dig Ore Pty Ltd	27-Nov-20	N/A	N/A	329 km2	All – excluding Opal	N/A	N/A	N/A	N/A	N/A	Nil	SC1997/006: Wirangu No. 2 Native Title Claim SCD2016/001: Barngarla Determination	N/A

Group 5 (Clay minerals) bentonite (including fuller’s earth), clay/shale, kaolin, structural clay.

==> picture [110 x 31] intentionally omitted <==

Page | 31

ANNEXURE D – INVESTIGATING ACCOUNTANT’S REPORT

238

==> picture [595 x 63] intentionally omitted <==

15 November 2021

The Board of Directors

Viridis Mining and Minerals Limited 108 Outram Street West Perth WA 6005

Dear Board of Directors

Independent Limited Assurance Report on Viridis Mining and Minerals Limited Historical and Pro forma Financial Information

We have been engaged by Viridis Mining and Minerals Limited (“Viridis” or “the Company”) to prepare this Independent Limited Assurance Report (“Report”) in relation to certain financial information of Viridis for inclusion in the Prospectus.

The Prospectus (or “the document”) is issued for the purposes of raising a minimum of $5,000,000 before associated costs based on the minimum Public Offer subscription, or a maximum of $5,500,000 before costs based on a full Public Offer subscription; to assist the Company to meet the requirements for listing on the Australian Securities Exchange (“ASX”).

Broadly, the Prospectus will raise a minimum of $5,000,000 through the issue of 25,000,000 Ordinary Shares at an issue price of $0.20 per Share or a maximum of $5,500,000 through the issue of 27,500,000 Ordinary Shares at an issue price of $0.20 per Share.

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

Scope

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

The historical and pro forma historical 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.

==> picture [591 x 68] intentionally omitted <==

==> picture [593 x 63] intentionally omitted <==

The Company has requested Hall Chadwick to review the following historical financial information (together the “Historical Financial Information”) of Viridis included in the Prospectus, each of which are appended to this document:

The historical Statement of Profit or Loss and Other Comprehensive Income for the periods ended 30 June 2021, 30 June 2020 and 30 June 2019 for Viridis Mining and Minerals Limited;
The historical Statement of Profit or Loss and Other Comprehensive Income for the periods from incorporation to 30 June 2021 for each of Australian Prospecting Pty Ltd, Hubble Resources Pty Ltd, and Dig Ore Pty Ltd;
The historical Statement of Financial Position as at 30 June 2021, 30 June 2020 and 30 June 2019 of Viridis Mining and Minerals Limited
The historical Statement of Financial Position as at 30 June 2021 of Australian Prospecting Pty Ltd, Hubble Resources Pty Ltd, and Dig Ore Pty Ltd;
The historical Statement of Cash Flows for the periods ended 30 June 2021, 30 June 2020 and 30 June 2019 for Viridis Mining and Minerals Limited;
The historical Statement of Cash Flows for the periods ended 30 June 2021 of Australian Prospecting Pty Ltd, Hubble Resources Pty Ltd, and Dig Ore Pty Ltd;

The Historical Financial Information of Viridis Mining and Minerals Limited has been extracted from the audited historical financial statements for 30 June 2021, 30 June 2020 and 30 June 2019. The financial reports were audited by Hall Chadwick in accordance with Australian Auditing Standards. An unqualified audit opinion was issued for 30 June 2021 and 30 June 2020 with a material uncertainty surrounding the ability of the entity to continue as a going concern. A qualified audit opinion on opening balance was issued for 30 June 2019.

The financial report for Australian Prospecting Pty Ltd, Hubble Resources Pty Ltd, and Dig Ore Pty Ltd for the year ended 30 June 2021 was reviewed by Hall Chadwick in accordance with Australian Auditing Standards. Hall Chadwick issued an unqualified review conclusion with material uncertainty related to going concern for the period ended 30 June 2021.

Pro Forma Historical Financial Information

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

The pro forma historical financial information has been derived from the historical financial information of Viridis, after adjusting for the effects of the subsequent events and pro forma adjustments described in note 2 of section D.10 of this document. The stated basis of preparation is the recognition and measurement principles contained in Australian Accounting Standards applied to the historical financial information and the events or transactions to which the pro forma adjustments relate, as described in note 2 of section D.10 of the document, as if those events or transactions had occurred as at the date of the historical financial information. Due to its nature, the pro forma historical financial information does not represent the company’s actual or prospective financial position or financial performance.

==> picture [593 x 63] intentionally omitted <==

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

(a) The Company changed its name from Aus Asia Minerals Limited to Viridis Mining and Minerals Limited; and
(b) Viridis completed a consolidation of its issued capital on a 10:1 basis in July 2021;

and following pro forma transactions which are yet to occur, but are proposed to occur following completion of the capital raising:

(c) Issue of a minimum of 25,000,000 shares (on a post consolidation basis) at an issue price of $0.20 per share in connection with the admission of Viridis to the Official List to raise up to a minimum of $5,000,000 before costs based on the minimum Public Offer subscription and a maximum of 27,500,000 shares (on a post consolidation basis) at an issue price of $0.20 per share in connection with the admission of Viridis to the Official List to raise a maximum of $5,500,000 before costs based on a maximum Public Offer subscription;
(d) Issuance of 125,000 shares at $0.20 per share to the AHD Vendors for the reimbursement of mining tenements expenditure amounting to $25,000 and issue of shares as follows for the acquisition of their respective exploration tenements at an issue price of $0.20 per share:

Holder	Project	Number of Shares
Australian Prospecting Pty Ltd	Boddington West Gold Project	500,000
Hubble Resources Pty Ltd	Bindoon Nickel Platinum-Copper Projects	750,000
Dig Ore Pty Ltd	Smoky and Poochera Halloysite Projects	750,000
Total		2,000,000

(a) Costs of the Public Offer include, capital raising fees to Broker / Lead Manager and costs of the Public Offer and are estimated to be $1,006,395 on the minimum Public Offer subscription of which $776,916 was offset against the contributed equity and $229,479 was recognised in Profit or Loss and Other Comprehensive Income or $1,039,140 based on the maximum Public Offer subscription of which $811,191 was offset against the contributed equity and $227,949 was recognised in Profit or Loss and Other Comprehensive Income, included in the above costs were lead manager fees which comprised of;
- (i) Capital Raising Fees to Lead Manager totalling $300,000 (minimum Public Offer subscription) and $330,000 (maximum Public Offer subscription) pertaining to 6% of all funds raised under the Public Officer;
- (ii) Issue of 3,000,000 options exercisable at $0.30 with a term of 3 years to lead manager. Options valued at $0.10657 per option amounting to $319,713.
(b) Issue of 8,000,000 options exercisable at $0.30 with a term of 3 years to directors. Options valued at $0.10657 per option totalling to $852,567.
(c) Payment of cash option fee to Silver Range Resources Ltd amounting to $25,000.
(d) Repayment and forgiveness of shareholder’s loan of $25,000 and $36,233 respectively.

==> picture [593 x 63] intentionally omitted <==

Directors’ Responsibility

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

Our Responsibility

Our responsibility is to express limited assurance conclusions on the historical financial information and pro forma historical financial information based on the procedures performed and the evidence we have obtained. We have conducted our engagement in accordance with the Standard on Assurance Engagement ASAE 3450 Assurance Engagements involving Corporate Fundraisings and / or Prospective Financial Information .

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

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

Historical Financial Information

Conclusions

Historical Financial Information

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

The historical Statement of Profit or Loss and Other Comprehensive Income for the periods ended 30 June 2021, 30 June 2020 and 30 June 2019 for Viridis Mining and Minerals Limited;
• The historical Statement of Profit or Loss and Other Comprehensive Income for the periods from incorporation to 30 June 2021 for each of Australian Prospecting Pty Ltd, Hubble Resources Pty Ltd, and Dig Ore Pty Ltd;
The historical Statement of Financial Position as at 30 June 2021, 30 June 2020 and 30 June 2019 of Viridis Mining and Minerals Limited
The historical Statement of Financial Position as at 30 June 2021 of Australian Prospecting Pty Ltd, Hubble Resources Pty Ltd, and Dig Ore Pty Ltd;

==> picture [593 x 63] intentionally omitted <==

The historical Statement of Cash Flows for the periods ended 30 June 2021, 30 June 2020 and 30 June 2019 for Viridis Mining and Minerals Limited;
The historical Statement of Cash Flows for the periods ended 30 June 2021 of Australian Prospecting Pty Ltd, Hubble Resources Pty Ltd, and Dig Ore Pty Ltd;

is not presented fairly in all material respects, in accordance with the stated basis of preparation as described in section D.2 of the document.

Pro Forma Historical Financial Information

Based on our review, which is not an audit, nothing has come to our attention that causes us to believe that the pro forma historical financial information comprising the Statement of Financial Position as at 30 June 2021 is not presented fairly in all material respects, in accordance with the stated basis of preparation as described in D.2 of the document.

Restriction on Use

Without modifying our conclusions, we draw attention to section D.1 of the Document, 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

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

Liability

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

==> picture [593 x 63] intentionally omitted <==

Declaration of Interest

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

Yours Faithfully MARK DELAURENTIS CA Partner

Appendix D Financial Information

D.1 Introduction

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

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

D.2 Basis and method of preparation

The historical financial information has been prepared in accordance with the recognition and measurement requirements of Australian Accounting Standards and the accounting policies adopted by Viridis Mining and Minerals Limited as detailed in Note 1 of Appendix D. The pro forma financial information has been derived from the historical financial information and assumes the completion of the pro forma adjustments as set out in Note 2 of Appendix D.10 as if those adjustments had occurred as at 30 June 2021.

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

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

The historical Statement of Profit or Loss and Other Comprehensive Income for the periods ended 30 June 2021, 30 June 2020 and 30 June 2019 for Viridis Mining and Minerals Limited;
The historical Statement of Profit or Loss and Other Comprehensive Income for the periods from incorporation to 30 June 2021 for each of Australian Prospecting Pty Ltd, Hubble Resources Pty Ltd, and Dig Ore Pty Ltd;
The historical Statement of Financial Position as at 30 June 2021, 30 June 2020 and 30 June 2019 of Viridis Mining and Minerals Limited
The historical Statement of Financial Position as at 30 June 2021 of Australian Prospecting Pty Ltd, Hubble Resources Pty Ltd, and Dig Ore Pty Ltd;
The historical Statement of Cash Flows for the periods ended 30 June 2021, 30 June 2020 and 30 June 2019 for Viridis Mining and Minerals Limited;
The historical Statement of Cash Flows for the periods ended 30 June 2021 of Australian Prospecting Pty Ltd, Hubble Resources Pty Ltd, and Dig Ore Pty Ltd;

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

The pro forma statement of financial position as at 30 June 2021, prepared on the basis that the pro forma adjustments and subsequent events detailed in Note 2 of Appendix D.10 had occurred as at 30 June 2021 and
the notes to the pro forma financial information,

(collectively referred to as the Financial Information).

30 June 2020 with a material uncertainty surrounding the ability of the entity to continue as a going concern. A qualified audit opinion on opening balance was issued for 30 June 2019.

The Historical Financial Information of Australian Prospecting Pty Ltd, Hubble Resources Pty Ltd, and Dig Ore Pty Ltd have been extracted from the financial report for the year ended 30 June 2021.

The financial report for Australian Prospecting Pty Ltd, Hubble Resources Pty Ltd, and Dig Ore Pty Ltd for the year ended 30 June 2021 was reviewed by Hall Chadwick in accordance with Australian Auditing Standards. Hall Chadwick issued an unqualified audit opinion with material uncertainty related to going concern for the period ended 30 June 2021.

D.3 Historical statement of profit or loss and other comprehensive income

VIRIDIS MINING AND MINERALS LIMITED Interest income Administration Audit fees Corporate costs Exploration Expenses Incorporation Costs Legal expense Transaction costs Travel expenses Net loss before income tax expenses Income tax expense relating to ordinary activities Net loss for the year, attributable to members of the parent entity Other comprehensive income/(loss) for the year net of tax Total comprehensive loss for the year attributable to members of the parent entity	Audited Audited Audited year year* year 30 June 2021 30 June 2020 30 June 2019 $ $ $ 19 200 971 (7,528) (121) (3,122) (8,500) 1,442 (36,683) (64,089) (5,680) (44,386) (46,553) - - (1,980) - - (39,384) - (28,738) - - (23,000) - - (27,380)
	(168,015) (4,159) (162,338)
	- - -
	(168,015) (4,159) (162,338)
	- - -
	(168,015) (4,159) (162,338)

Please refer to Appendix D.2 with respect to the audit opinions and review conclusion issued by Hall Chadwick on the historical financial information. The financial information should be read in conjunction with the accounting policies in Appendix D.10 and the Independent Limited Assurance Report in Appendix D.

D.4 Historical statement of profit or loss and other comprehensive income (Cont.)

Revenue Expenses Exploration Expenses Incorporation Costs Administration Costs Net loss before income tax expenses Income tax expense relating to ordinary activities Net loss for the year, attributable to members of the parent entity Other comprehensive income/(loss) for the year net of tax Total comprehensive loss for the year attributable to members of the parent entity	AUSTRALIAN PROSPECTING PTY LTD HUBBLE RESOURCES PTY LTD DIG ORE PTY LTD Reviewed Reviewed Reviewed period period* period 30 June 2021 30 June 2021 30 June 2021 $ $ $ - - - 8,775 28,562 9,216 660 660 660 1,000 1,000 1,000
	10,435 30,222 10,876
	- - -
	10,435 30,222 10,876
	- - -
	10,435 30,222 10,876

Please refer to Appendix D.2 with respect to the audit opinions and review conclusion issued by Hall Chadwick on the historical financial information. The financial information should be read in conjunction with the accounting policies in Appendix D.10 and the Independent Limited Assurance Report in Annexure D.

D.5 Historical statement of financial position

VIRIDIS MINING AND MINERALS LIMITED Current assets Cash and cash equivalents Trade and other receivables Security bond Total current assets TOTAL ASSETS Current liabilities Trade and other payables Shareholder loans Total current liabilities TOTAL LIABILITIES	Audited year 30 June 2021 $* 255,251 19,103 10,000	Audited Audited year year 30 June 2020 30 June 2019 $ $** 67,958 67,023 6,481 7,075 - -
	284,354	74,439 74,098
	284,354	74,439 74,098
	128,552 61,233	46,779 42,279
	189,785	46,779 42,279
	189,785	46,779 42,279

	Audited*	Audited*	Audited*
VIRIDIS MINING AND MINERALS LIMITED	year	year	year
	30 June 2021	30 June 2020	30 June 2019
NET ASSETS / (LIABILITIES)	94,569	27,660	31,819
EQUITY
Issued capital	21,686,222	21,451,298	21,451,298
Reserves	-	80,358	80,358
Accumulated losses	(21,591,653)	(21,503,996)	(21,499,837)
TOTAL EQUITY	94,569	27,660	31,819
Please refer to Appendix D.2 with respect to the audit opinions and review conclusion issued by			Hall Chadwick on
storical financial information. The financial information should be read in conjunction		with the accounting policies in Sec
10 and the Independent Limited Assurance Report in Appendix D.
Historical statement of financial position (Cont.)
	AUSTRALIAN PROSPECTING PTY LTD	HUBBLE RESOURCES PTY LTD	DIG ORE PTY LTD
	Reviewed *	Reviewed *	Reviewed *
	period	period	period
	30 June 2021	30 June 2021	30 June 2021
	$	$	$
Current assets
Financial assets	-	-	10,000
Total current assets	-	-	10,000
TOTAL ASSETS	-	-	10,000
Current liabilities
Shareholder loans	10,335	30,122	20,776
Total current liabilities	10,335	30,122	20,776
TOTAL LIABILITIES	10,335	30,122	20,776
NET ASSETS / (LIABILITIES)	(10,335)	(30,122)	(10,776)
EQUITY
Issued capital	100	100	100
Accumulated losses	(10,435)	(30,222)	(10,876)
TOTAL EQUITY	(10,335)	(30,122)	(10,776)

Please refer to Appendix D.2 with respect to the audit opinions and review conclusion issued by Hall Chadwick on the historical financial information. The financial information should be read in conjunction with the accounting policies in Section D.10 and the Independent Limited Assurance Report in Appendix D.

D.6 Historical statement of financial position (Cont.)

Please refer to Appendix D.2 with respect to the audit opinions and review conclusion issued by Hall Chadwick on the historical financial information. The financial information should be read in conjunction with the accounting policies in Appendix D.10 and the Independent Limited Assurance Report in Appendix D.

D.7 Historical statement of cash flows

VIRIDIS MINING AND MINERALS LIMITED CASH FLOWS FROM OPERATING ACTIVITIES Interest received Payments (to)/from suppliers and employees Net cash (used)/provided by in Operating Activities CASH FLOWS FROM FINANCING ACTIVITIES Net proceeds from issue of shares Net Cash provided by Financing Activities Net increase/(decrease) in cash held Cash at the beginning of the period Cash at the end of the period	Audited year 30 June 2021 $* 19 (47,350)	Audited Audited year year 30 June 2020 30 June 2019 $ $** 202 919 733 (169,876)
	(47,331)	935 (168,957)
	234,624	- -
	234,624	- -
	187,293 67,958	935 (168,905) 67,023 235,928
	255,251	67,958 67,023

Please refer to Appendix D.2 with respect to the audit opinions and review conclusion issued by Hall Chadwick on the historical financial information. The financial information should be read in conjunction with the accounting policies in Appendix D.10 and the Independent Limited Assurance Report in Appendix D.

D.8 Historical statement of cash flows

CASH FLOWS FROM OPERATING ACTIVITIES Interest received Payments (to)/from suppliers and employees Net cash (used)/provided by in Operating Activities CASH FLOWS FROM FINANCING ACTIVITIES Net proceeds from issue of shares Net Cash provided by Financing Activities Net increase/(decrease) in cash held Cash at the beginning of the period Cash at the end of the period	AUSTRALIAN PROSPECTING PTY LTD Reviewed 30 June 2021 $* - -	HUBBLE RESOURCES PTY LTD DIG ORE PTY LTD Reviewed Reviewed 30 June 2021 30 June 2021 $ $** - - - -
	-	- -
	-	- -
	-	- -
	-	- -
	-	- -

Please refer to Appendix D.2 with respect to the audit opinions and review conclusion issued by Hall Chadwick on the historical financial information. The financial information should be read in conjunction with the accounting policies in Appendix D.10 and the Independent Limited Assurance Report in Appendix D.

D.9 Historical and Pro-forma statement of financial position

Notes Current assets Cash and cash equivalents 3 Trade and other receivables Security bond Total current assets Non-current assets Exploration assets 4 Total non-current assets TOTAL ASSETS Current liabilities Trade and other payables Shareholder loans 5 Total current liabilities TOTAL LIABILITIES NET ASSETS EQUITY Issued capital 6a Reserves 6b Accumulated losses 6c TOTAL EQUITY	Consolidated Group Subsequent Events Pro forma Adjustments Pro forma balance 30 June 2021 Minimum Maximum Minimum Maximum $ $ $ $ $ $* 255,251 - 4,288,318 4,755,573 4,543,569 5,010,824 19,103 - - - 19,103 19,103 10,000 - - - 10,000 10,000
	284,354 - 4,288,318 4,755,573 4,572,672 5,039,927
	- - 440,000 440,000 440,000 440,000
	- - 440,000 440,000 440,000 440,000
	284,354 - 4,728,318 5,195,573 5,012,672 5,479,927
	128,552 - - - 128,552 128,552 61,233 - (61,233) (61,233) - -
	189,785 - (61,233) (61,233) 128,552 128,552
	189,785 - (61,233) (61,233) 128,552 128,552
	94,569 - 4,789,551 5,256,806 4,884,120 5,351,375
	21,686,222 - 4,647,784 5,113,509 26,334,006 26,799,731 - - 1,172,280 1,172,280 1,172,280 1,172,280 (21,591,653) - (1,030,513) (1,028,983) (22,622,166) (22,620,636)
	94,569 - 4,789,551 5,256,806 4,884,120 5,351,375

*This represents the consolidated numbers of Viridis Mining and Minerals Limited, Australian Prospecting Pty Ltd, Hubble Resources Pty Ltd, and Dig Ore Pty Ltd as at 30 June 2021.

D.10 Notes to and Forming Part of the Historical Financial Information

Note 1: Summary of significant accounting policies

a) Basis of preparation of the financial report

Statement of Compliance

These financial statements are general purpose financial statements which have been prepared in accordance with Australian Accounting Standards (“AASBs”) (including Australian interpretations) adopted by the Australian Accounting Standard Board (“AASB”) and the Corporations Act. These financial statements of the Company also comply with the International Financial Reporting Standards (“IFRSs”) and interpretations adopted by the International Accounting Standards Board (“IASB”).

The financial statements have been prepared on an accruals basis and is based on historical costs modified, where applicable, by the measurement at fair value of selected non-current assets, financial assets and financial liabilities.

b) Going concern

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

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

c) Functional and presentation currency

These financial statements are presented in Australian dollars, which is the Company’s functional currency. The accounting policies set out below have been applied consistently to all periods presented in the financial report.

d) Comparative figures

When required by Accounting Standards, comparative figures have been adjusted to conform to changes in presentation for the current financial year.

e) Exploration and evaluation assets

Exploration and evaluation expenditure in relation to separate areas of interest for which rights of tenure are current is carried forward as an asset in the statement of financial position where it is expected that the expenditure will be recovered through the successful development and exploitation of an area of interest, or by its sale; or exploration activities are continuing in an area and activities have not reached a stage which permits a reasonable estimate of the existence or otherwise of economically recoverable reserves. Where a project or an area of interest has been abandoned, the expenditure incurred thereon is written off in the year in which the decision is made.

f) Financial Instruments

Non-derivative financial assets

The Company initially recognizes loans and receivables on the date that they are originated. All other financial assets (including assets designated at fair value through profit or loss) are recognized initially on the trade date, which is the date that the Company becomes a party to the contractual provisions of the instrument.

The Company derecognizes a financial asset when the contractual rights to the cash flows from the asset expire, or it transfers the rights to receive the contractual cash flows in a transaction in which substantially all the risks and rewards of ownership of the financial asset are transferred. Any interest in such transferred financial assets that is created or retained by the Company is recognized as a separate asset or liability.

Financial assets and liabilities are offset, and the net amount presented in the statement of financial position when, and only when, the Company has a legal right to offset the amounts and intends whether to settle them on a net basis or to realize the asset and settle the liability simultaneously.

The Company classifies non-derivative financial assets into the following categories:

Financial assets at fair value through profit or loss, held-to-maturity financial assets, loans and receivables and available-for-sale financial assets.

Impairment

At the end of each reporting period, the Company assesses whether there is objective evidence that a financial instrument has been impaired. An impairment exists if one or more events that has occurred since the initial recognition of the asset (an incurred ‘loss event’) has an impact on the estimated future cash flows of the financial asset or the Company of financial assets that can be reliably estimated.

f) Tax

Tax expense comprises current and deferred tax. Current tax and deferred tax are recognized in profit or loss except to the extent that it relates to a business combination, or items recognized directly in equity or in other comprehensive income.

(i) Current tax

Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates enacted or substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous years. Current tax payable also includes any tax liability arising from declaration of dividends.

(ii) Deferred tax

Deferred tax is recognized in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognized for temporary differences on the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects either neither accounting nor taxable profit or loss.

Temporary differences related to investments in subsidiaries, associates and jointly controlled entities to the extent that the Company is able to control the timing of the reversal of the temporary differences and it is probable that they will not reverse in the foreseeable future.

The measurement of deferred tax reflects the consequences that would follow the manner in which the Company expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.

Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse, using tax rates enacted or substantively enacted at the reporting date.

Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and they relate to taxed levied by the same tax authority on the same taxable entity, or on different tax entities, but they intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realized simultaneously.

A deferred tax asset is recognized for unused tax losses, tax credits and deductible temporary differences, to the extent that it is probable that future taxable profits will be available against which they can be utilized. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realized.

(iii) Tax exposures

In determining the amount of current and deferred tax the Company takes into account the impact of uncertain tax positions and whether additional taxes and interest may be due. This assessment relies on estimates and assumptions and may involve a series of judgments about future events. New information may become available that caused the Company to change its judgment regarding the adequacy of existing tax liabilities; such changes to tax liabilities will impact tax expense in the period that such a determination is made.

(iv) GST

GST is accounted for on an accrual basis.

g) Issued Capital

Incremental costs directly attributable to an equity transaction are shown as a deduction from equity, net of any recognised income tax benefit.

h) Earnings per share

The Company presents basic and diluted earnings per share (“EPS”) for its ordinary shares. Basic EPS is calculated by dividing the result attributable to equity holders of the Company by the weighted number of shares outstanding during the period.

Diluted EPS is determined by adjusting the result attributable to ordinary shareholders and the weighted average number of ordinary shares outstanding for the effects of all potential ordinary shares, which comprise share options granted.

i) Trade and other payables

Trade and other payables are stated at amortised cost. The amounts are short term and considered to be a reasonable approximation of the fair value.

j) Adoption of new and revised standards

For the year ended 30 June 2021, the directors have reviewed all of the new and revised Standards and Interpretations issued by the AASB that are relevant to its operations and effective for annual reporting periods beginning on or after 1 July 2020.

It has been determined by the directors that there is no impact, material or otherwise, of the new and revised Standards and Interpretations on its business and, therefore, no change is necessary to Company accounting policies.

k) Critical accounting judgments and key sources of estimation uncertainty

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

Impairment - General

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions are recognised in the period in which the estimate is revised if it affects only that period or in the period of the revision and future periods if the revision affects both current and future.

Share-based payments

The value attributed to share options and remuneration shares issued is an estimate calculated using an appropriate mathematical formula based on Black-Scholes option pricing model. The choice of models and the resultant option value require assumptions to be made in relation to the likelihood and timing of the conversion of the options to shares and the value and volatility of the price of the underlying shares.

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

The pro-forma historical financial information has been prepared by adjusting the statement of financial position of Viridis Mining and Minerals Limited as at 30 June 2021 to reflect the financial effects of the following subsequent event which has occurred since 30 June 2021:

(a) The Company changed its name from Aus Asia Minerals Limited to Viridis Mining and Minerals Limited; and
(b) Viridis completed a consolidation of its issued capital on a 10:1 basis in July 2021;

and following pro forma transactions which are yet to occur, but are proposed to occur following completion of the capital raising:

(c) Issue of a minimum of 25,000,000 shares (on a post consolidation basis) at an issue price of $0.20 per share in connection with the admission of Viridis to the Official List to raise up to a minimum of $5,000,000 before costs based on the minimum Public Offer subscription and a maximum of 27,500,000 shares (on a post consolidation basis) at an issue price of $0.20 per share in connection with the admission of Viridis to the Official List to raise a maximum of $5,500,000 before costs based on a maximum Public Offer subscription;
(d) Issuance of 125,000 shares at $0.20 per share to the AHD Vendors for the reimbursement of mining tenements expenditure amounting to $25,000 and issue of shares as follows for the acquisition of their respective exploration tenements at an issue price of $0.20 per share:

Holder	Project	Number of shares
Australian ProspectingPtyLtd	Boddington West Gold Project	500,000
Hubble Resources Pty Ltd	Bindoon Nickel Platinum-Copper Projects	750,000
Dig Ore Pty Ltd	Smoky and Poochera Halloysite Projects	750,000
Total		2,000,000

(e) Costs of the Public Offer include, capital raising fees to Broker / Lead Manager and costs of the Public Offer and are estimated to be $1,006,395 on the minimum Public Offer subscription of which $776,916 was offset against the contributed equity and $229,479 was recognised in Profit or Loss and Other Comprehensive Income or $1,039,140 based on the maximum Public Offer subscription of which $811,191 was offset against the contributed equity and $227,949 was recognised in Profit or Loss and Other Comprehensive Income, included in the above costs were lead manager fees which comprised of;
(i) Capital Raising Fees to Lead Manager totaling $300,000 (minimum Public Offer subscription) and $330,000 (maximum Public Offer subscription) pertaining to 6% of all funds raised under the Public Officer;
(ii) Issue of 3,000,000 options exercisable at $0.30 with a term of 3 years to lead manager. Options valued at $0.10657 per option amounting to $319,713.
(f) Issue of 8,000,000 options exercisable at $0.30 with a term of 3 years to directors. Options valued at $0.10657 per option totalling to $852,567.
(g) Payment of cash option fee to Silver Range Resources Ltd amounting to $25,000.
(h) Repayment and forgiveness of shareholder’s loan of $25,000 and $36,233 respectively.

Note 3: Cash & Cash equivalents

Pro forma balance

Cash and cash equivalents Audited balance as at 30 June 2021 - Viridis Mining and Minerals Limited Reviewed balance as at 30 June 2021 - Australian Prospecting Pty Ltd Reviewed balance as at 30 June 2021 - Hubble Resources Pty Ltd Reviewed balance as at 30 June 2021 - Dig Ore Pty Ltd Pro-forma adjustments: Payment of cash option fee to Silver Range Resources Ltd Proceeds from shares issued under the Public Offer Capital raising costs – cash-settled Total Pro-forma Balance Note 4: Exploration assets Exploration assets Audited balance as at 30 June 2021 - Viridis Mining and Minerals Limited Reviewed balance as at 30 June 2021 - Australian Prospecting Pty Ltd Reviewed balance as at 30 June 2021 - Hubble Resources Pty Ltd Reviewed balance as at 30 June 2021 - Dig Ore Pty Ltd Pro-forma adjustments: Acquisition of 100% of issued capital of Australian Prospecting Pty Ltd (Boddington West Gold Project) Acquisition of 100% of issued capital of Hubble Resources Pty Ltd (Bindoon Nickel Platinum-Copper Projects) Acquisition of 100% of issued capital of Dig Ore Pty Ltd (Smoky and Poochera Halloysite Projects) Consolidation adjustment on acquisition of subsidiary Payment of cash option fee to Silver Range Resources Ltd Payment to Vendor for the acquisition of mining tenements Repayment of shareholders loan	Minimum Maximum $ $ 4,543,569 5,010,824 255,251 255,251 - - - - - - 255,251 255,251 (25,000) (25,000) 5,000,000 5,500,000 (686,682) (719,427) 4,288,318 4,755,573 4,543,569 5,010,824 Pro forma balance Minimum Maximum $ $ 440,000 440,000
	- - - - - - - -
	- -
	100,000 100,000 150,000 150,000 150,000 150,000 51,233 51,233 25,000 25,000 25,000 25,000 (25,000) (25,000)

Forgiveness of remaining loan relating to acquisition Total Pro-forma Balance	(36,233) (36,233)
	440,000 440,000

	440,000 440,000

Note 5: Shareholder loans

Shareholder loans Audited balance as at 30 June 2021 - Viridis Mining and Minerals Limited Reviewed balance as at 30 June 2021 - Australian Prospecting Pty Ltd Reviewed balance as at 30 June 2021 - Hubble Resources Pty Ltd Reviewed balance as at 30 June 2021 - Dig Ore Pty Ltd Pro-forma adjustments: Repayment of shareholders loan Forgiveness of remaining loan relating to acquisition Total Pro-forma Balance	Pro forma balance Minimum Maximum $ $ - -
	- - 10,335 10,335 30,122 30,122 20,776 20,776
	61,233 61,233
	(25,000) (25,000) (36,233) (36,233)
	(61,233) (61,233)

	- -

Note 6: Equity

a) Issued capital Fully paid ordinary share capital as at 30 June 2021 - Viridis Mining and Minerals Limited Fully paid ordinary share capital as at 30 June 2021 - Australian Prospecting Pty Ltd Fully paid ordinary share capital as at 30 June 2021 - Hubble Resources Pty Ltd Fully paid ordinary share capital as at 30 June 2021 - Dig Ore Pty Ltd	Number of shares After IPO Number of shares After IPO Pro forma balance Minimum Maximum Minimum Maximum $ $ 35,397,889 37,897,889 26,334,006 26,799,731
	82,727,554 82,727,554 21,685,922 21,685,922 100 100 100 100 100 100 100 100 100 100 100 100
	82,727,854 82,727,854 21,686,222 21,686,222

Subsequent event:

Share consolidation (ratio 10:1) (74,454,665) (74,454,665) - -

Pro-forma adjustments: Shares issued to vendors for acquisitions Shares issued under the IPO Payment to Vendor for the acquisition of mining tenements Consolidation adjustment on acquisition of subsidiary Capital raising costs Capital raising costs – equity settled Total Pro-forma Balance b) Reserves Option Reserve as at 30 June 2021 - Viridis Mining and Minerals Limited Option Reserve as at 30 June 2021 - Australian Prospecting Pty Ltd Option Reserve as at 30 June 2021 - Hubble Resources Pty Ltd Option Reserve as at 30 June 2021 - - Dig Ore Pty Ltd Pro-forma adjustments: Issuance of options to directors (Share based payment) Issuance of options to lead manager (Broker Options) Total Pro-forma Balance	2,000,000 2,000,000 400,000 400,000 25,000,000 27,500,000 5,000,000 5,500,000 125,000 125,000 25,000 25,000 (300) (300) (300) (300) - - (457,203) (491,478) - - (319,713) (319,713)
	27,124,700 29,624,700 4,647,784 5,113,509

	35,397,889 37,897,889 26,334,006 26,799,731
	Number of Options After IPO Number of Options After IPO Pro forma balance Minimum Maximum Minimum Maximum $ $ 11,694,450 11,694,450 1,172,280 1,172,280
	694,450 694,450 - - - - - - - - - - - - - -
	694,450 694,450 - -
	8,000,000 8,000,000 852,567 852,567 3,000,000 3,000,000 319,713 319,713
	11,000,000 11,000,000 1,172,280 1,172,280

	11,694,450 11,694,450 1,172,280 1,172,280

Directors options

Brokers Options

	Director Options
Number	8,000,000
Spotprice	$0.20
Exerciseprice	$0.3
Expiry period	3years
Expected volatility	100%
Risk free rate	0.11%
Fair value	$0.10657
Fair value($)	$852,567
Model	Black-scholes Option
	Valuation
Vestingconditions	Immediately

	Lead Manager Options
Number	3,000,000
Spotprice	$0.20
Exerciseprice	$0.3
Expiry period	3years
Expected volatility	100%
Risk free rate	0.11%
Fair value	$0.10657
Fair value($)	$319,713
Model	Black-scholes Option Valuation

Vestingconditions	Immediately

Accumulated losses Accumulated losses as at 30 June 2021- Viridis Mining and Minerals Limited Accumulated losses as at 30 June 2021 - Australian Prospecting Pty Ltd Accumulated losses as at 30 June 2021 - Hubble Resources Pty Ltd Accumulated losses as at 30 June 2021 - Dig Ore Pty Ltd Pro-forma adjustments: Consolidation adjustment on acquisition of subsidiary Issuance of options to directors (Share based payment) Expense portion of capital raising costs Total Pro-forma Balance	Pro forma balance Minimum Maximum $ $ (22,622,166) (22,620,636)
	(21,540,120) (21,540,120) (10,435) (10,435) (30,222) (30,222) (10,876) (10,876)
	(21,591,653) (21,591,653)
	51,533 51,533 (852,567) (852,567) (229,479) (227,949)
	(1,030,513) (1,028,983)

	(22,622,166) (22,620,636)

c) Accumulated losses

Note 6: Related Parties

Refer to Section 7 of the Prospectus for the Board and Management Interests.

Note 7: Subsequent Events

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

(a) The Company changed its name from Aus Asia Minerals Limited to Viridis Mining and Minerals Limited; and
(b) In July 2021, the Company also completed a consolidation of its issued capital on a 10:1 basis.

Other than disclosed above there have been no material events subsequent to balance date that we are aware of, other than those disclosed in this Prospectus.

AI assistant

VIRIDIS MINING AND MINERALS LIMITED — Capital/Financing Update 2022

66011_rns_2022-01-19_33839bbb-1e6c-4353-b8a8-70010c90fa6d.pdf

VIRIDIS MINING AND MINERALS LIMITED ACN 121 969 819

PROSPECTUS

Proposed ASX Code: VMM

Lead Manager

IMPORTANT NOTICE

IMPORTANT NOTICE

Exposure Period

No offering where offering would be illegal

US securities law matters

Electronic Prospectus

Company Website

No cooling-off rights

No Investment Advice

Risks

Forward-looking statements

Financial Forecasts

Competent Persons statement

Continuous disclosure obligations

Clearing House Electronic SubRegister System (CHESS) and Issuer Sponsorship

Photographs and Diagrams

Definitions and Time

Privacy statement

Use of Trademarks

Enquiries

CORPORATE DIRECTORY

Board of Viridis

Proposed Directors*

Current Directors**

Proposed ASX Code

Registered Office

Australian legal adviser

Canadian legal adviser

Lead Manager

Investigating Accountant

Auditor***

Independent Geologist

Australian Independent Tenement Expert

Share Registry***

TABLE OF CONTENTS

1. LETTER FROM DIRECTOR AND PROPOSED CHAIR

Dear Investor

(together, the Projects ).

2. KEY OFFER INFORMATION

INDICATIVE TIMETABLE*

KEY STATISTICS OF THE OFFER

Notes:

3. INVESTMENT OVERVIEW

4. DETAILS OF THE OFFER

4.1 The Offer

4.2 Minimum Subscription

4.3 Oversubscriptions and Full Subscription

4.4 Purpose of the Offer

4.5 Underwriting

4.6 Lead Manager

4.7 Conditions of the Offer

4.8 Applications

4.9 Allocation policy under the Offer

4.10 Options Offer

(the Options Offer ).

4.11

ASX listing

4.12 Issue

4.13 Applicants outside Australia

4.14 Commissions payable

4.15 Taxation

4.16 Discretion regarding the Offer

5. COMPANY AND PROJECTS OVERVIEW

5.1 Background

5.1.1 History

5.1.2 Recent Activities

5.2

Overview of the Projects

5.2.1 South Kitikmeot Gold Project

(b) Geology and Mineralisation

(c) Previous Exploration

(d) Exploration Program

5.2.2 Boddington West Project

VIRIDIS MINING AND MINERALS LIMITED Capital/Financing Update 2022