WESTERN MINES GROUP LTD — Capital/Financing Update 2021

Jul 15, 2021

PROSPECTUS

WESTERN MINES GROUP LTD

ACN 640 738 834 Proposed ASX Code: WMG

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By this Prospectus, Western Mines Group Ltd ACN 640 738 834 (the Company) invites investors to apply for between 22,500,000 and 27,500,000 Offer Shares at an issue price of $0.20 per Offer Share to raise between $4,500,000 and $5,500,000, before costs.

The Offer made by this Prospectus is conditional upon ASX admitting the Company to the Official List of the ASX and granting Official Quotation of the Shares in the Company, subject to the satisfaction of such terms and conditions prescribed by the ASX Listing Rules, as well as other conditions detailed in this Prospectus.

The Offer is scheduled to close at 5.00pm (AWST) on 14 June 2021 unless extended or withdrawn. Applications must be received before that time to be valid.

IMPORTANT NOTICE

Applicants should read this Prospectus in its entirety before deciding to apply for Offer Shares. If, after reading this Prospectus, you have any questions about the Offer, you should contact your professional advisors.

There are risks associated with an investment in the Company and the Offer Shares offered under this Prospectus are to be regarded as a speculative investment. Please refer to Section 5 of this Prospectus (‘ Risk Factors ’) for the risk factors associated with the Offer.

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Lead Manager:

Harbury Advisors Pty Ltd (AFSL No. 471379) shall provide the services of the Lead Manager in connection with the Offer.

CORPORATE DIRECTORY

Directors of the Company

Dr Caedmon Marriott (Managing Director) Mr Rex Turkington (Non-Executive Chairman) Mr Paul Burton (Non-Executive Director) Mr Francesco Cannavo (Non-Executive Director)

Solicitors to the Company

Moray & Agnew Lawyers Level 6, 505 Collins Street, Melbourne VIC 3000

Solicitor Reporting on Tenements

Company Secretary

Mr Lee Tamplin Ms Elizabeth Spooner

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

Registered Office

Level 3, 33 Ord Street, West Perth WA 6005

ASX Code

Auditor

HLB Mann Judd (Vic) Partnership Level 9, 575 Bourke Street Melbourne VIC 3000

WMG

Investigating Accountant

Lead Manager

Harbury Advisors Pty Ltd, Level 3, 175 Collins Street Melbourne VIC 3000

HLB Mann Judd Corporate Finance Pty Ltd Level 9, 575 Bourke Street Melbourne VIC 3000

Independent Geologist

Share Registry*

Automic Group, Level 5, 126 Phillip Street Sydney NSW 2000

Snowden Mining Industry Consultants Pty Ltd Level 5, 580 Hay Street Perth WA 6000

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

CONTENTS

Important Notice	3
Letter from the Board	6
Section 1 – Investment Overview	9
Section 2 – Company and Tenement Assets Overview	26
Section 3 – Details of the Ofer	39
Section 4 – Board and Corporate Governance	50
Section 5 – Risk Factors	63
Section 6 – Financial Information	72
Section 7 – Investigating Accountant’s Report	93
Section 8 – Independent Technical Assessment Report	99
Section 9 – Independent Solicitor’s Report on Tenements	158
Section 10 – Material Contracts	201
Section 11 – Additional Information	205
Section 12 – Director’s Authorisation	210
Section 13 – Glossary of Terms	211
Section 14 – Application Form	216

IMPORTANT NOTICE

General

This Prospectus is dated 7 May 2021. A copy of this Prospectus was lodged with ASIC on 7 May 2021. Neither ASIC nor ASX takes any responsibility for the contents of this Prospectus.

The Company will apply to ASX within seven (7) days following the date of issue of this Prospectus for Admission to the Official List of ASX and for Official Quotation by ASX of the Shares.

It is important that you read this Prospectus carefully and in full before deciding to subscribe for Offer Shares. If, after reading this Prospectus, you have any questions about the Offer, you should contact your stockbroker, solicitor, accountant or professional adviser.

There are risks associated with an investment in the Company and the Shares offered under this Prospectus are to be regarded as a speculative investment. Please refer to Section 5 of this Prospectus for details relating to investment risks.

Conditional Offer

The Offer is subject to and conditional upon the ASX granting the Company Admission to the Official List of the ASX and Official Quotation of the Shares.

Expiry Date

No securities will be issued on the basis of this Prospectus later than thirteen (13) months after the date of this Prospectus.

The Corporations Act prohibits any person from passing onto another person an Application Form unless it is attached to or accompanied by the complete and unaltered version of this Prospectus.

Any person may obtain a hard copy of this Prospectus during the Offer Period free of charge by contacting the joint Company Secretaries, Lee Tamplin or Elizabeth Spooner, via email at cosec@westernmines.com.au.

A copy of this Prospectus can be downloaded from the website of the Company at www.westernmines. 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.

Please note that no document or information included on our website is incorporated by reference into this Prospectus.

Restrictions on Offer

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

Investment Advice

This Prospectus does not take into account your financial circumstances, financial objectives or particular needs (including your financial or taxation issues). Therefore, this Prospectus does not constitute investment advice. You should obtain professional investment advice before subscribing for Offer Shares under this Prospectus.

No action has been taken to register or qualify the Shares, or otherwise to permit a public offering of the Shares, in any jurisdiction outside Australia and the Offer is not an offer or invitation in any jurisdiction where, or to any person whom, such an offer or invitation would be unlawful.

Application Forms

Additional Copies of Prospectus

Additional copies of this Prospectus are available at the registered office of the Company.

Applications for Offer Shares can only be made pursuant to the Application Form attached to and forming part of this Prospectus. Please refer to the application form included at the back of this

3 Prospectus

Prospectus for further details regarding online applications. The Corporations Act prohibits any person from passing the Application Form to any other person unless it is attached to, or accompanied by, a complete and unaltered version of the Prospectus.

The Application Form contained in this Prospectus contains a declaration that the Applicant has personally received the complete and unaltered Prospectus prior to completing the Application Form.

Exposure Period

In accordance with Chapter 6D of the Corporations Act, this Prospectus is subject to an Exposure Period of seven (7) days from the date of this Prospectus. This period may be extended by a further seven (7) days by ASIC. The purpose of the Exposure Period is to enable the Prospectus to be examined by market participants prior to the raising of funds. If this Prospectus is found to be deficient, Applications received during the Exposure Period will be dealt with in accordance with section 724 of the Corporations Act.

Applications received during the Exposure Period will not be processed until after the expiry of the Exposure Period and will receive no preference.

Privacy

If you apply for Offer Shares you will provide personal information to the Company and the Share Registry. This enables your Application to be assessed, you to be registered as the holder of Shares, you to be entered in the Company’s register of members and to enable the Company to contact you. The Company may from time to time be required to disclose your personal information to the Australian Taxation Office, other government agencies or as required by law. The Company and the Share Registry may disclose your personal information to its agents and service providers as authorised by the Privacy Act (1988) (Cth) or for purposes required by the ASX Listing Rules or the Corporations Act. You may access your personal information by contacting the Share Registry and may request corrections to such personal information.

Forward Looking Statements

Various statements in this Prospectus constitute statements relating to intentions, future acts and events. Such statements are generally classified as forward looking statements and involve known and unknown risks, uncertainties and other important factors that could cause those future acts, events and circumstances to differ from the way implicitly portrayed within this Prospectus. These risks, uncertainties and other factors include, but are not limited to, the matters described in Section 5 of this Prospectus (‘ Risk Factors ’). The Company gives no assurance that the anticipated results, performance or achievements expressed or implied in those forward looking statements will be achieved. Except to the extent required by law, the Company has no intention to update or review 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.

Forecast Financial Information

On Admission, the Company will be a mining exploration company. As such, any forecasts of future revenue will be uncertain, reflecting the speculative nature of mineral exploration, production and development. Given these uncertainties, the Directors consider that reliable forecasts cannot be prepared and therefore no forecasts have been included in this Prospectus.

Statements of Past Performance

This Prospectus includes information regarding the past performance of the Group, including but not limited to the financial information included in Section 6 of the Prospectus. Investors should be aware that past performance should not be relied upon as being indicative of future performance.

Definitions

Please refer to the Glossary in Section 13 of this Prospectus for terms and abbreviations used in parts of this Prospectus.

Prospectus 4

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Risks

Prospective investors should carefully consider whether the Shares are an appropriate investment for them. The Shares should be regarded as a speculative investment, and there are significant risks associated with an investment in the Company. The Shares carry no guarantee whatsoever with respect to the future value of the Shares, payment of dividends or return on capital invested. Potential investors should refer to Section 5 (‘Risk Factors’) for details regarding risks.

Company. The inclusion of photographs supplied by persons or entities other than the Company does not constitute an endorsement or recommendation by those persons or entities of Offer Shares offered under this Prospectus. Diagrams used in this Prospectus are illustrative only and may not be drawn to scale.

All reference to time relate to the time in Western Australia, Australia unless otherwise stated.

Competent Person’s Statement

The information in this Prospectus that relates to exploration results for the Projects, is based on and fairly represents information and supporting documentation prepared by Dr Caedmon Marriott.

Caedmon is a member of the Australasian Institute of Mining and Metallurgy (MAusIMM) and the Australian Institute of Geoscientists (MAIG). He has over 18 years’ of Australian and international experience including that relevant to the style of mineralisation under consideration and to the activity which he is undertaking to qualify as a Competent Person as defined in the ‘Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves’.

Caedmon consents to the inclusion in this Prospectus of the matters based on information compiled by him in the form and context in which it appears

Lead Manager

Harbury Advisors Pty Ltd (AFSL No. 471379)

shall provide the services of the Lead Manager in connection with the Offer.

The Lead Manager has not authorised, permitted or caused the issue or lodgement, submission, despatch or provision of this Prospectus and there is no statement in this Prospectus that is based on any statement made by it or by any of its affiliates, officers or employees. To the maximum extent permitted by law, the Lead Manager and its affiliates, officers, employees and advisors expressly disclaim all liabilities in respect of, and make no representations regarding, and take no responsibility for, any part of this Prospectus other than references to its name and make no representation or warranty as to the currency, accuracy, reliability or completeness of this Prospectus.

Miscellaneous

The financial amounts in this Prospectus are expressed in Australian dollars unless stated otherwise. Items displayed in photographs in this Prospectus are not necessarily assets owned by the

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LETTER FROM THE BOARD

Dear Investor,

Welcome to the Prospectus of Western Mines Group Ltd ACN 640 738 834 ( WMG or Company ). On behalf of the Board of WMG, it is my pleasure to offer you the opportunity to become a shareholder in the Company.

The Company is seeking to raise between $4,500,000 and $5,500,000, before costs through the issue of between 22,500,000 and 27,500,000 shares at an issue price of $0.20 per Share ( Offer ).

The Company was formed in 2020 to carry out the acquisition, exploration and development of mining assets in Western Australia; predominantly focused on gold and base metals. To date, the Company has acquired or otherwise applied for what the Board believes to be a highly prospective suite of tenements, comprising eight exploration projects, which provide the Company a strong foothold on many of the major mineral belts in Western Australia.

The Board believes the exploration projects are prospective for a range of minerals, with a particular focus on precious metals (gold and platinum group elements ( PGE )) and base metals (nickel and copper). The Company’s exploration projects comprise of 5 granted exploration licences, 4 exploration licence applications and 2 granted prospecting licences. Investors should note that these projects do not currently have any mineral resources or reserves as defined under the JORC Code.

Presently, the areas of priority for the Company include:

Prospectus 6

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1. Mulga Tank Project (Ni-Cu-PGE, Au)

The Board considers the Mulga Tank Project to be the Company’s flagship project.

Mulga Tank is located on the under explored Minigwal Greenstone Belt, within the Burtville Terrane of the Eastern Goldfields, approximately 190km east-northeast of Kalgoorlie.

The project comprises one granted tenement and one tenement application covering 113km[2] of the southern portion of the belt and in particular the entire Mulga Tank dunite intrusion, a key feature of the area, considered by the Board to be highly prospective for Ni-Cu-PGE mineralisation; whilst the rest of the belt is also considered prospective for gold.

The Minigwal Belt and Mulga Tank dunite were first identified by BHP in the 1980’s yet are still under explored due to sand cover. Most recent exploration by Impact Minerals (ASX:IPT) (2013-2016) demonstrated a working Ni-Cu-PGE magmatic sulphide mineral system, with disseminated and massive sulphide intersections observed within 8 diamond drill holes drilled to test several electromagnetic (EM) geophysical anomalies. Drilling results, included 2m @ 1.3% Ni and 0.25m at 3.8% Ni, 0.7% Cu and 0.7g/t PGE. This exciting work, confirming a sulphide mineral system, with a parent magma reaching sulphur saturation and precipitating hightenor Ni-sulphides, enhances the prospectivity of the intrusion – the challenge now remains for WMG to identify locations where significant accumulations of these sulphides may have occurred.

Impact subsequently completed a number of other geophysical surveys including ground gravity, HeliSAM EM, Down-Hole EM and high-resolution airborne magnetics to better define the dunite intrusion and refine further untested drill targets. This work gives WMG an enviable dataset and launchpad to commence exploration from and the Company looks forward to drill testing this exciting project.

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2. Melita (Au, Cu-Zn-Pb)

The Melita Project is located on the NorsemanWiluna Greenstone Belt, within the Kurnalpi Terrane of the Eastern Goldfields, approximately 20km south-southeast of Leonora. The tenement covers 105km[2] and is surrounded by the Niagara, Kookynie, Orient Well-Butterfly mining centres and sandwiched between Genesis Minerals (ASX:GMD) 1.608Moz Ulysses Gold Project and Saturn Metals (ASX:STN) Apollo Hill Project.

Numerous small historic mine workings are recorded in the project area, with the Princess of Melita gold workings located on the tenement boundary in the central section of the tenement. Historic exploration within the tenement area has been fragmented. A number of untested surface anomalies have been generated from various soil sampling programs. Several shallow traverses of close spaced RAB drilling were completed across the old Princess of Melita workings which returned anomalous results. However, there has been no comprehensive drill program completed across the tenement. The remainder of the drilling within the project area has been part of regional drill programs more designed to understand bedrock geology rather than test specific targets. The Company considers this project to be under explored and prospective, particularly given the location of the project.

3. Jasper Hill Project (Au)

The Jasper Hill Project is located on the Laverton Greenstone Belt, within the Burtville Terrane of the Eastern Goldfields, approximately 80km southeast of Laverton. The Company’s interest in the Jasper Hill project comprises a single exploration licence application (E39/2079) covering approximately 31.5km[2] and is lightly explored, due to being partly under shallow cover, but is contiguous to the historic neighbouring mines of Lord Byron (160,000oz @ 1.0g/t Au) immediately to the south and Fish (87,000oz @ 4.1g/t Au), to the east.

Shallow historic RAB and aircore drilling, along with soil sampling, within the tenement area has shown anomalous gold results, and highlights the potential for mineralised trends associated with the neighbouring mines to extend into the project area. Upon successful completion of the Offer, the Company intends to explore and test these trends

for BIF-hosted gold mineralisation analogous to the Lord Byron and Fish deposits.

Upon successful completion of the Offer, the Company intends to expand upon its exploration activities at its suite of projects shortly thereafter and will focus on defining exploration targets, and eventually a resource as defined under the JORC Code, and evaluating the development potential of the relevant projects. However, there can be no assurance that the Company’s exploration of its suite of projects will result in the discovery of a significant exploration target or resource as defined under the JORC Code.

The Company’s suite of projects is analysed in greater detail within Section 2 ((‘Company and Tenement Assets Overview’) and Section 8 (‘Independent Technical Assessment Report’) of this Prospectus. I encourage you to closely read the information and analysis of the Company’s various projects throughout these sections of the Prospectus, which also contain information on further priority targets at the Company’s project areas.

This Prospectus contains detailed information about the Company, the Tenement Assets it owns, the Tenement Applications in which it has an interest and the risks of participating in a speculative investment of this nature including but not limited to the risks related to fact that the Tenements do not currently have any exploration targets or resources as defined under the JORC Code. The Board recommends that investors read this Prospectus carefully and in its entirety before making an investment decision. In particular, please refer to Section 5 (‘Risk Factors’), for information concerning the risks of an investment in the Company.

The Offer is conditional on the Offer Amount being raised and the ASX granting the Company Admission to the Official List of the ASX and Official Quotation of the Shares.

On behalf the Board, I look forward to welcoming you as a shareholder of the Company.

Yours faithfully,

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Rex Turkington NON-EXECUTIVE CHAIRMAN

Prospectus 8

• INVESTMENT

• [1] OVERVIEW

9 Prospectus

The following is a summary only and is not intended to be comprehensive. Prospective investors should read the full text of this Prospectus and if you are uncertain about any matter you should consult your professional advisors before making an investment decision.

1.1 Purpose of the Prospectus

The purpose of this Prospectus is to:

• (a) facilitate the Company’s admission to the Official List of the ASX; and

• (b) to raise between $4,500,000 and $5,500,000, before costs pursuant to the Offer, in order to assist the Company in meeting its commercial and mining exploration objectives, which include:

• funding exploration activities on the Tenements;

• providing funds for general working capital purposes; and

• paying the costs and expenses associated with the Offer.

1.2 Summary of the Offer

This Prospectus provides investors with the opportunity to participate in the initial public offering of the Offer Shares in the Company.

1.2.1 The Offer

Key Ofer Statistics Minimum Subscription Maximum Subscription	Key Ofer Statistics Minimum Subscription Maximum Subscription	Key Ofer Statistics Minimum Subscription Maximum Subscription
Ofer Price	$0.20	$0.20
Shares ofered under Prospectus	22,500,000	27,500,000
Shares on issue as at the date of this Prospectus	16,150,001	16,150,001
Total Shares on issue at completion of the Ofer	38,800,001	43,800,001
Total cash proceeds to the Company from the Ofer	$4,500,000	$5,500,000
Market capitalisation at completion of the Ofer1	$7,760,000	$8,760,000

Notes: 1.Calculated as the total number of Shares on issue on completion of the Offer multiplied by the Offer Price.

Prospectus 10

1.2.2 Key Dates*

Prospectus lodged with ASIC	7 May 2021
Exposure Period ends	14 May 2021
Ofer Opening Date and Prospectus released to market	17 May 2021
Ofer Closing Date	14 June 2021
Expected Allotment Date of Ofer Shares	21 June 2021
Expected dispatch of Holding Statements	23 June 2021
Ofcial Quotation of Ofer Shares	28 June 2021

*Please note that the dates set out in the above timetable may be varied in accordance with the Corporations Act, and, where required, in consultation with ASX. These dates are indicative only and are subject to change. The Company reserves the right to vary the dates without prior notice.

1.3 Overview of the Company and the Offer

The following is a summary only and is not intended to be comprehensive. Prospective investors should read the full text of this Prospectus and if you are uncertain about any matter you should consult your investment adviser before making an investment decision.

Item Summary Further Information	Item Summary Further Information	Item Summary Further Information
1. Company
Who is the issuer of this Prospectus?	Western Mines Group Ltd ACN 640 738 834 (Company)	Section 2
What does the Company do?	The Company is an unlisted Australian public company incorporated in 2020. The Company has acquired the tenements contained in: fve (5) granted exploration licences; four (4) exploration licence applications; and two (2) granted prospecting licences, (collectively, the‘Tenements’). The Tenements are located in Western Australia and may be prospective for gold and base metals (a) (b) (c)	Section 2

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Item Summary Further Information	Item Summary Further Information	Item Summary Further Information
	The Tenements can be classifed as constituting 8 Projects being comprised of the following: Mulga Tank Project; Melita Project; Jasper Hill Project; Youanmi Project; Pavarotti Project; Broken Hill Bore Project; Pinyalling Project; and Rock of Ages Project.
Business ownership structure	The Company has no subsidiaries and is not part of a larger corporate group.	Section 2
Share capital structure of the Company	As at the date of this Prospectus the Company has 16,150,001 Shares on issue held as follows: The Company is ofering between 22,500,000 and 27,500,000 Ofer Shares under this Prospectus which equates to between 57.99% and 62.79% of the issued share capital of the Company following completion of the Ofer at the minimum and maximum subscription limits, respectively (assuming none of the Options are exercised). Following completion of the Ofer, the Company will also issue 150,000 Shares to the Lead Manager (or its nominees), pursuant to the Lead Manager Mandate. 6,500,001 Shares are held by the Company’s promoters and key management personnel, constituting 40.25% of the Company’s total Shares currently on issue; 1,400,000 Shares are aggregately held by the Vendors, constituting 8.67% of the Company’s total Shares currently on issue; and 8,250,000 Shares are held by seed capitalists, constituting 51.08% of the Company’s total Shares currently on issue. (a) (b) (c)	Section 3, 10

Prospectus 12

Item Summary Further Information	Item Summary Further Information	Item Summary Further Information
	For information on the Company’s capital structure following completion of the Ofer, please refer to Section 1.6 of this Prospectus. For a summary of the key rights attaching to Shares and the key terms of the Lead Managers Mandate, please refer to Sections 3.9 and 10.8 of this Prospectus respectively.
Options on issue in the Company	As at the date of this Prospectus the Company has also issued 18,400,000 Options to acquire Shares, each exercisable at $0.30 (‘Options’): Following completion of the Ofer, the Company will also issue 2,000,000 Options to the Lead Manager (or its nominees), pursuant to the Lead Manager Mandate. For information on the Company’s capital structure following completion of the Ofer, please refer to Section 1.6 of this Prospectus. For a summary of the key terms of issue of the Options, key terms of the Directors Service Agreements and the key terms of the Lead Manager Mandate, please refer to Sections 3.10 and 10.8 of this Prospectus respectively. 1,400,000 Options are held by the Vendors and expire three (3) years from the date of issue; and 17,000,000 Options are held by Promoters, Directors and Key Management Personnel (or their nominee(s)) and expire four (4) years from the date of Ofcial Quotation of the Shares on the ASX. (a) (b)	Section 3, 10
Terms of the acquisitions	Pursuant to a tenement purchase agreement which completed on 18 November 2020 (J Legendre Agreement), the Company acquired exploration licence E57/1119 from Joseph Legendre in consideration for: a cash payment of $10,000 (exclusive of GST) paid on 20 November 2020; a deferred cash payment of $10,000 (exclusive of GST); the issue of 200,000 Options exercisable at $0.30, with an expiry date of three (3) years from the date of issue, being 18 November 2020; (a) (b) (c)	Section 10

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Item Summary Further Information	Item Summary Further Information	Item Summary Further Information
	the issue of 200,000 Shares on 18 November 2020; and the payment of a 1% Net Smelter Royalty upon any Products derived from exploration licence E57/1119. (d) (e) Pursuant to a tenement purchase agreement which completed on 18 November 2020 (Legend Agreement), the Company acquired prospecting licence P57/1450 from Legend Resources Pty Ltd ACN 119 100 784 (Legend) in consideration for: Pursuant to a tenement purchase agreement, as varied by the deed of variation, which completed on 18 November 2020 (B Legendre Agreement), the Company acquired exploration licences E31/1222, E39/2132, E40/379 and E77/2478, exploration licence applications E39/2079 and E59/2486, and prospecting licence P38/4203 from Bruce Legendre in consideration for: an initial cash payment of $10,000 (exclusive of GST) paid on 20 November 2020; a cash payment of $20,000 (exclusive of GST) paid on 20 November 2020; a deferred cash payment of $10,000 (exclusive of GST); a deferred cash payment of $60,000 (exclusive of GST); the issue of 200,000 Options exercisable at $0.30, with an expiry date of three (3) years from the date of issue, being 18 November 2020; the issue of 1,000,000 Options exercisable at $0.30, with an expiry date of three (3) years from the date of issue, being 18 November 2020; the issue of 200,000 Shares on 18 November 2020; and the issue of 1,000,000 Shares on 18 November 2020; and the payment of a 1% Net Smelter Royalty upon any Products derived from exploration licence P57/1450. (a) (a) (b) (b) (c) (c) (d) (d) (e)

Prospectus 14

Item Summary Further Information	Item Summary Further Information	Item Summary Further Information
	the payment of a 1% Net Smelter Royalty upon any Products derived from exploration licences E31/1222, E39/2132, E40/379 and E77/2478, exploration licence applications E39/2079 and E59/2486, and prospecting licence P38/4203. (e) For more information on the J Legendre Agreement, the Legend Agreement and the B Legendre Agreement, please refer to Section 10 of this Prospectus.
2. Business Model
What will be the Company’s principal activities after Admission?	Following successful completion of the Ofer, the Company will focus on exploration and development of the Tenement Assets. This will include the following principal exploration activities: Please refer to section 2.10 of the Prospectus for further information in relation to the proposed exploration and evaluation program at the Tenement Assets. Notwithstanding that the Company intends to pursue the exploration activities as outlined above, there is no guarantee that such exploration will result in the Company discovering mineral resources that are economically recoverable. analysis and interpretation of exploration data to develop and defne targets for drill testing; aircore, RC and diamond drilling programs over the Tenement Assets to test existing prospects and test newly generated prospects; and infll drilling to allow resource estimation and examining potential development options (if applicable). (c) (d) (e) compilation, analysis and evaluation of a variety of previous historic exploration data to develop targets for additional exploration; feldwork, satellite based remote sensing, geological mapping, soil and auger geochemistry, ground and airborne geophysical surveys over target areas; (a) (b)	Section 2

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Item Summary Further Information	Item Summary Further Information	Item Summary Further Information
	Investors should note that there are no JORC Code compliant Mineral Resources currently defned on the Tenement Assets.
How will the Company generate income?	The Company does not currently generate income and is a mining exploration company. As such, the Company will not generate income until it can establish that gold and/or base metals exist at the Tenement Assets and that such gold and/or base metals (if any) are commercially recoverable and can be mined and sold. The Company may also generate income by a sale of its assets and/or obtaining royalties from the Tenement Assets.	Section 2
What are the key dependencies of the Company’s business model?	No assurance can be given that the Company will achieve commercial viability through the successful exploration activities and/or future mining of its Tenements. Given the Company will be an exploration company following Admission, it is unlikely to make money or generate income in the short term from its exploration activities. Until the Company is able to realise value from the Tenements or future mining activities conducted on the Tenements, the Company is likely to incur ongoing operating losses. Key dependencies of the business model outlined above include: grant of prospecting licences and exploration licences pursuant to the Tenement Applications; the Company’s ability to attract and retain employees and key management personnel with appropriate technical qualifcations; all necessary licences and regulatory approvals being secured and maintained; and successful exploration and development of the Tenements.	Section 2

Prospectus 16

Item Summary Further Information	Item Summary Further Information	Item Summary Further Information
3. Directors and Key Management Personnel
Who are the directors of the Company?	Dr Caedmon Marriott (Managing Director); The directors of the Company are: Mr Rex Turkington (Non-Executive Chairman); Mr Paul Burton (Non-Executive Director); and Mr Francesco Cannavo (Non-Executive Director). (a) (b) (c) (d) Please refer to Section 4.1 of this Prospectus for profles of each director. Details of the securities holdings of each director are set out in Section 4.3 of this Prospectus.	Section 4
Who is the Company Secretary?	Mr Lee Tamplin and Ms Elizabeth Spooner are joint Company Secretaries. Please refer to Section 4.2 of this Prospectus for the profles of each of the joint Company Secretaries.	Please refer to Section 4.2 of this Prospectus for the Company Secretary’s profles.

1.4 Key Risk Factors

Investing in shares involves substantial risks. The key risks as listed in the table below are not exhaustive and an investment in the Company should be considered speculative. Before making an investment decision, potential investors should read the entire Prospectus. In particular, investors should give full consideration to the detailed discussion on the risks that are associated with, and which could affect the financial performance of, an investment in the Company, as set out in Section 5 of this Prospectus (‘Risk Factors’).

In addition, please refer to the Independent Technical Assessment Report in Section 8 of this Prospectus for more information concerning the geological information concerning the Tenement Assets, and to the Independent Solicitor’s Report on Tenements contained in Section 9 of this Prospectus for more information and explanations concerning the legal matters associated with the Tenement Assets.

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Item Summary Further Information	Item Summary Further Information	Item Summary Further Information
Mineral Resources	Investment in an exploration company is inherently speculative and risky. There is no guarantee the Company will discover mineral resources that are economically recoverable.	Section 5
Mineral Prices	The price of minerals may fuctuate, which may impact the commercial viability of a mining project in the event that mineral resources and reserves are identifed on the Tenement Assets.	Section 5
Key Personnel	The Company is heavily reliant on key personnel. Loss of key personnel could cause signifcant disruption to the Company’s activities and development.	Section 5
Infrastructure Risk	Mining, processing, development and exploration activities depend, to one degree or another, on adequate infrastructure. Unusual or infrequent weather phenomena, government or other interference in the maintenance or provision of such infrastructure could adversely afect the operations of the Company.	Section 5
Additional Capital Requirements	Exploration costs and pursuit of the Company’s business plan may require additional capital, and, if such additional capital is not obtained, the Company’s scope of operations may be reduced or activities scaled back.	Section 5
No JORC Code Compliant Resource	The Tenement Assets are at the exploration and resource defnition stage, and insufcient exploration has been undertaken to defne a JORC Code compliant Mineral Resource. There is no guarantee that exploration of the Tenement Assets will result in the discovery of a resource that is able to be economically exploited.	Section 5
Grant of Tenement Licences	There can be no assurance that the Tenement Applications will result in the grant of all exploration licences applied for and not yet granted as at the date of this Prospectus. If the Western Australia Department of Mines, Industry Regulation and Safety does not grant all or some of the Tenement Applications, the Company’s proposed operations and exploration activities may be scaled back.	Section 5, 9

Prospectus 18

Item Summary Further Information	Item Summary Further Information	Item Summary Further Information
Tenure	The maintenance of the Company’s rights to the Tenement Assets must be in accordance with the laws of Australia. No guarantee can be given that the licences for the Tenement Assets will be maintained, or that the Company will be able to meet any conditions attaching to such licences on an ongoing basis. If insufcient funds are available to satisfy expenditure commitments, the Company is unable to meet any further obligations imposed on the Tenement Assets or the Company fails to renew such licences prior to their expiry, the Company may forfeit its title to or interest in some or all of the Tenement Assets.	Section 5,9
Licence Renewals	Exploration licences are subject to renewal upon expiry. There is no guarantee that applications for renewals of exploration licences will be approved.	Section 5,9
Occupier’s Consent	If any mineral rights granted to the Company exist over an area of land already lawfully occupied, the Company shall be required to obtain the occupier’s consent prior to exercise of any rights conferred under the Company’s mineral rights. Whilst failure to obtain prior written consent from the lawful occupier would not invalidate or nullify the Company’s mineral rights, the occupier could make a claim against the Company as licence holder.	Section 5,9

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19 Prospectus
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1.5 Key Financial Information

Item Summary Further Information	Item Summary Further Information	Item Summary Further Information
Are there any forecasts of future earnings?	There are no forecasts of future earnings of the Company provided in this Prospectus. As the Company is a mining exploration company, its activities are inherently uncertain. Therefore, the Directors believe that they do not have a reasonable basis to forecast future earnings.	Section 6
Will the Company have sufcient funds for its activities?	In the Board’s opinion, upon the successful completion of the Ofer, the Company will have sufcient funds to pursue its activities for a further two (2) years. For more information, please refer to the Financial Information in Section 2.12 of this Prospectus.	For more information, please refer to the Use of Funds in Section 2.12 of this Prospectus
What is the fnancial outlook for the Company?	As the Company is an exploration company its fnancial outlook is uncertain. The Company is unlikely to generate income in the short term from its mining exploration activities. Until the Company is able to realise value from the Tenement Assets or future mining activities conducted on the Tenement Assets, the Company is likely to incur ongoing operating losses.	Section 2 and 6
Will the Company pay dividends?	The Board anticipates that signifcant expenditure will be incurred in the evaluation and development of the Tenement Assets. These activities are expected to dominate at least, the frst two years following Admission. Accordingly, the Company does not expect to declare any dividends during that period.	Section 2.14 and 6

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Prospectus 20
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1.6 Capital Structure following the Offer

Shares

The effect of the Offer on the Company’s share capital structure is set out below.

Shareholder	Minimum Subscription Miximum Subscription	Minimum Subscription Miximum Subscription	Minimum Subscription Miximum Subscription	Minimum Subscription Miximum Subscription
	Shares	Shares %		%
Shares on issue as at the date of this Prospectus
Founder Shareholders	6,000,001	15.46%	6,000,001	13.70%
Managing Director	500,000	1.29%	500,000	1.14%
Project Vendors	1,400,000	3.61%	1,400,000	3.20%
Seed Investors	8,250,000	21.26%	8,250,000	18.83%
Subtotal	16,150,001	41.62%	16,150,001	36.87%
Shares to be issued on Admission
Ofer Shares	22,500,000	57.99%	27,500,000	62.79%
Lead Manager	150,000	0.39%	150,000	0.34%
Subtotal	22,650,000	58.38%	27,650,000	63.13%
Total Shares on issue on Admission	38,800,001	100%	43,800,001	100%

Options

The effect of the Offer on the Company’s option capital structure is set out below.

Optionholder Options	Optionholder Options
Options on issue as at the date of this Prospectus
Founders	6,000,000
Managing Director*	3,000,000
Non-Executive Directors*	8,000,000
Vendors	1,400,000
Subtotal	18,400,000
Options to be issued on Admission
Lead Manager	2,000,000
Subtotal	2,000,000
Total Options on issue on Admission	20,400,000

*the Options issued to the Directors (or their nominee(s)) are subject to the vesting conditions described in Section 3.10 of this Prospectus.

21 Prospectus

1.7 Answers to Key Questions

Topic Summary More Information	Topic Summary More Information	Topic Summary More Information
What is being ofered?	This Prospectus invites investors to apply for between 22,500,000 and 27,500,000 Shares at an issue price of $0.20 per Share to raise between $4,500,000 and $5,500,000, before costs. The Ofer will be open to investors with registered addresses in Australia and other investors to whom it is lawful to make an ofer to pursuant to this Prospectus.	Section 2
What is the Ofer Price?	The Ofer Price is $0.20 per Ofer Share	Section 2
Is the Ofer underwritten?	No, the Ofer is not underwritten.
What are the key dates of the Ofer?	The Ofer closes on 14 June 2021. The Ofer Shares are expected to be allotted on 21 June 2021 . Holding statements for the Ofer Shares are expected to be dispatched on 23 June 2021 . The Shares are expected to commence trading on ASX on 28 June 2021 .	Section 1.2
What will the market capitalisation of the Company be upon Admission?	Based on the Ofer Price of $0.20 per Share, the anticipated market capitalisation of the Company on admission is as follows: Total shares 38,800,001 $7,760,000 43,800,001 $8,760,000 Minimum Subscription Maximum Subscription Market Capitalisation	Section 1.2
Will the Shares issued under the Ofer be listed?	The Company will apply to the ASX for Ofcial Quotation of all Shares issued under the Ofer as required under the Corporations Act, under the ASX Code,“WMG”.	Section 3
Is there a minimum investment amount under the Ofer?	Applications for Ofer Shares must be for a minimum of 10,000 Ofer Shares.	Section 3

Prospectus 22

Topic Summary More Information	Topic Summary More Information	Topic Summary More Information
Are there any conditions to the Ofers?	The Ofer is conditional on: If any of these conditions are not met, the Ofer will not proceed and Applicants’ Application monies will be returned without interest. the ASX granting the Company Admission to the Ofcial List of the ASX and Ofcial Quotation of the Shares; and the Company raising the Ofer Amount. (a) (b)	Section 2
What are the rights and liabilities attaching to the Shares issued under the Ofer?	All Ofer Shares issued under the Ofer will rank equally in all respects with existing Shares on issue. For a summary of the material rights and liabilities attaching to the Shares issued under the Ofer, please refer to Section 3.9 of this Prospectus.	Section 3
Are there any restrictions on securities?	No Ofer Shares issued under the Ofer will be subject to escrow. However, the Company anticipates that escrow restrictions will apply to the following Shares: It is anticipated that the 150,000 Shares to be issued to the Lead Manager on Admission will be subject to an escrow period of 24 months from the date of Admission. The Company’s ‘free foat’ (being the percentage of Shares not subject to escrow and held by Shareholders that are not related parties of the Company, or their associates, at the time of Admission) will be approximately 69% based on the minimum subscription and approximately 72% based on the maximum subscription for the Ofer (assuming no related parties of the Company or their associates participate in the Ofer). The Shares issued upon the exercise of the Options held by Company’s founders, directors, key management personnel and the Lead Manager will be subject to an escrow period of 24 months from the date of quotation on the ASX. The Shares issued upon the exercise of the Options held by the Vendors will be subject to an escrow period of 12 months from the date of issue of such Options. 6,467,500 Shares held by Founders and related party Seed Capitalists will be escrowed for 24 months from the date of Admission; 4,125,000 Shares held by non-related party Seed Capitalists will be escrowed for 12 months from their date of issue, being 6 November 2020; and 1,400,000 Shares held by Vendors will be escrowed for 12 months from their date of issue, being 18 November 2020.	Section 3.15

23 Prospectus

Topic Summary More Information	Topic Summary More Information	Topic Summary More Information
How will the proceeds of the Ofer be used?	The Ofer proceeds will be used for: funding the exploration and evaluation activities on the Tenement Assets; fees associated with the Admission of the Company and listing of the Shares ofered under this Prospectus (a) (b) For more information on the intended allocation of funds raised under the Ofer, please refer to section 2.12 of this Prospectus working capital purposes; and expenses associated with the Ofer. (c) (d)	Section 2.12
What are the tax implications of purchasing Shares under this Ofer?	The taxation consequences of an investment in Ofer Shares, including the acquisition and disposal of Shares, will depend on the particular circumstances of each Applicant. Section 3.13 of this Prospectus provides a general summary of the potential Australian tax implications of participating in the Ofer. It is the responsibility of each Applicant to be satisfed as to the particular taxation treatment that applies to each investment. Persons who are considering making an investment in the Company should seek independent professional advice with respect to the tax consequences arising from such an investment.	Section 3.13
How do I apply for Shares?	You can apply for Ofer Shares by submitting a valid Application Form contained within or accompanying this Prospectus (including the electronic version of the Prospectus) in accordance with the instructions contained therein.	Section 3
What is the allocation policy?	The Company, in conjunction with the Lead Manager will determine the basis for the allocation of Ofer Shares.	Section 2
When will I receive confrmation that my Application has been successful?	Holding Statements confrming Applicants’ allocations of Ofer shares are expected to be dispatched to Shareholders on 23 June 2021.	Section 1.2
How can I obtain further information?	You can obtain further information from: your accountant, solicitor, stockbroker or other independent professional fnancial adviser; the Share Registry, Automic Group on 1300 288 664 (within Australia) or +61 2 9698 5414 (outside Australia) in relation to the Application process; the Company Secretaries via email at cosec@westernmines.com.au; or the Lead Manager on 03 9663 5355 in relation to the Ofer.

Prospectus 24

More Topic Summary Information If you require additional copies of the Prospectus, you should contact the Share Registry at 1300 288 664 (within Australia) or +61 2 9698 5414 (outside Australia) between 9:00am and 5:00pm AEST from Monday to Friday or email hello@automic.com.au. If you are unclear in relation to any matter, or are uncertain as to whether the Company is a suitable investment for you, you should seek professional guidance from your solicitor, stockbroker, accountant or other independent and qualified professional advisor before deciding whether to invest.

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25 Prospectus
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COMPANY AND TENEMENT ASSETS[2] OVERVIEW

Prospectus 26

2.1 Company Background

The Company is an unlisted Australian public company incorporated in 2020

As previously noted, the Company holds 7 granted Tenement Assets and 4 Tenement Applications which together comprise various gold and base metal exploration projects, including the Mulga Tank Project, the Melita Project, the Jasper Hill Project, the Youanmi Project, the Pavarotti Project, the Pinyalling Project, the Broken Hill Bore Project and the Rock of Ages Project.

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Based on the previous exploration and studies conducted at the Project areas, the Company considers that the areas covered by the Tenement Assets and Tenement Applications may be prospective for gold and base metals.

Upon successful completion of the Offer, the Company proposes to focus on the exploration and development of its Tenement areas, further details of which are provided at Sections 3 to 10 of the Independent Technical Assessment Report comprising Section 8 of this Prospectus.

The information in this Section 2 is based on information compiled by Dr Caedmon Marriott. Caedmon is a member of the Australasian Institute of Mining and Metallurgy (MAusIMM) and the Australian Institute of Geoscientists (MAIG). He has over 18 years’ of Australian and international experience including that relevant to the style of mineralisation under consideration and to the activity which he is undertaking to qualify as a Competent Person as defined in the ‘Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves’. Caedmon consents to the inclusion in this Prospectus of the matters based on information compiled by him in the form and context in which it appears.

For further information on the Company’s projects, their location and historical exploration programs, please refer to the Independent Technical Assessment Report located at Section 8 of this Prospectus.

27 Prospectus

2.2 Mulga Tank Project (Ni-Cu-PGE, Au)

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The Mulga Tank Project comprises exploration licence E39/2132 and exploration licence application E39/2223 covering an area of approximately 113km[2] . The project is located approximately 190km east-northeast of Kalgoorlie in the Duketon Domain of the Burtville Terrane, in the Eastern Goldfields Province of the Yilgarn Craton, Western Australia. The project is situated on vacant crown land.

The project covers the southern portion of the Minigwal Greenstone Belt which is a NNW trending linear sequence of predominately mafic and ultramafic lithologies with a strike of approximately 21 kilometres. The belt is bounded by granite basement rocks to the east and west and has been classified into two domains. The eastern domain consists of faulted granite and gneiss with thrust repeated layered units of greenstones, BIF, and ultramafic to mafic volcanics on the western margin. The western domain, in which the project is situated, comprises structurally controlled, vertically dipping ultramafic and mafic volcanics adjacent to granites in the east and the large Mulga Tank Dunite Intrusion to the south. Subparallel structures and dolerite dykes that trend east-west cross cut both domains. The project area is largely covered by transported sediments, predominately aeolian sands that vary in thickness from 7m to 60m. Consequently, bedrock interpretation is largely based on interpretation of aeromagnetic data and limited drilling. The Mulga Tank Dunite Intrusion is a key feature of the area, entirely contained with the Company’s tenement E39/2132 and is considered highly prospective for Ni-Cu-PGE magmatic sulphide mineralisation,

whilst the rest of the belt, including tenement application E39/2223, is also considered prospective for shear hosted gold mineralisation.

The Minigwal Belt and Mulga Tank dunite were first identified by BHP in the 1980’s yet are still considered to be under explored due to sand cover. Most recent exploration by Impact Minerals (ASX:IPT) (2013-2016) demonstrated a working Ni-Cu-PGE magmatic sulphide mineral system, with disseminated and massive sulphide intersections observed within 8 diamond drill holes drilled to test several electromagnetic (EM) geophysical anomalies. Drilling results including 2m @ 1.3% Ni and 0.25m at 3.8% Ni, 0.7% Cu and 0.7g/t PGE. This exciting work, confirming a sulphide mineral system with a parent magma reaching sulphur saturation and precipitating high-tenor Ni-sulphides, enhances the prospectivity of the intrusion – the challenge now remains for WMG to identify locations where significant accumulations of these sulphides may have occurred.

Impact subsequently completed a number of other geophysical surveys including ground gravity, HeliSAM EM and highresolution airborne magnetics to better define the dunite intrusion and further drill targets but eventually dropped the project to focus elsewhere. The Company plans to build and greatly improve upon this historic exploration to better explore and test this exciting project.

2.3 Melita Project (Au, Cu-Zn-Pb)

The Melita Project comprises exploration licence E40/379 covering an area of approximately 105km[2] . The project is located approximately 20km southsoutheast of Leonora, in the Gindalbie and Menangina Domains of the Kurnalpi Terrane, in the Eastern Goldfields Province of the Yilgarn Craton, Western Australia. The project is situated on the Melita Pastoral Lease.

Prospectus 28

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The project lies on the major Norseman-Wiluna Greenstone Belt and in the vicinity of the project area the belt is a triangular shape, bounded to the west by the north-trending Mount George Shear Zone, the northwest-trending Keith-Kilkenny Shear Zone to the east and the Mulliberry Granitoid Complex to the south.

The tenement covers the Melita Complex, which comprises a sequence of dacitic to rhyolitic lavas and associated volcanoclastic rocks, pillow basalts and hyaloclastite. The succession has been interpreted to be deposited in a subaerial environment or shallow subaqueous environment. Much of the tenement is covered by veneer of transported cover, with areas of sheet wash and alluvium on the eastern and western sides of the tenement draining into the east-west trending Lake Raeside immediately to the north of the tenement.

The Melita Project is located to the north of the historic Niagara, Kookynie and Orient Well-Butterfly gold mining centres, with past production estimated at over 600,000oz, and close to Genesis Minerals (ASX:GMD) 1.608Moz Ulysses Gold Project. The main deposit types for gold mineralisation are associated with pyritic quartz veins and pyrite-carbonatesilica-sericite wallrock alteration in differentiated mafic intrusive sequences; quartz veins hosted in granite and quartz vein stockwork hosted in a range of rock types.

Numerous small historic mine workings are recorded in the project area, with the Princess of Melita gold workings located on the tenement boundary in the central section of the tenement.

Exploration data for the project has been fragmented with a number soil and surface programs undertaken generally without reference to the regolith. A number of untested surface anomalies have been generated. Several shallow traverses of close spaced RAB drilling were completed across the old Princess of Melita working which returned anomalous results. However, there has been no comprehensive drill program completed across the tenement. The remainder of the drilling within the project area has been part of regional drill programs more designed to understand bedrock geology rather than test specific targets.

The Board is excited by the under explored gold potential of the project, particularly given the historic workings noted through the project. Upon the successful completion of the Offer, the Company proposes a systematic exploration program consisting of satellite based remote sensing and targeting, soil and auger geochemistry, ground magnetic surveys, followed by initial aircore drilling to test targets identified.

2.4 Jasper Hill Project (Au)

The Jasper Hill Project comprises exploration licence application E39/2079, covering an area of 31.5km[2] . The project is located approximately 80km southeast of Laverton, in the Merolia Domain of the Burtville Terrane, in the Eastern Goldfields Province of the Yilgarn Craton, Western Australia. The project is situated on the vacant crown land.

The project covers part of the poorly exposed Merolia Greenstone Belt, a NNW trending belt, up to 20km wide, that can be traced over 110km in a SSE direction from the Burtville Mining Centre. The tenement area covers a sequence of amphibolite, mafic intrusive and volcanic rocks, intercalated with minor foliated granite and ferruginous chert/banded iron formation (BIF). In the central part of the project area the greenstone sequence has been intruded by a small layered mafic

29 Prospectus

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intrusion of predominantly gabbro with minor pyroxenite. A late stage granodiorite is interpreted intruding the southern part of the greenstone sequence. A regional NNW-NNE trending steeply east dipping schistosity has been developed and major faults also follow this trend. Metamorphic grade ranges from greenschist to amphibolite facies with higher grades tending to be associated with granitic plutons.

The northern and eastern parts of the tenement area are covered by aeolian sand and colluvium cover with discontinuous greenstone sequences occurring on topographic highs on the western side of the project area.

The project area is lightly explored, due to being partly under shallow cover, but is contiguous to the historic producing mines of Lord Byron (160,000oz @ 1.0g/t Au) immediately to the south and Fish (87,000oz @ 4.1g/t Au), to the east. The basalt, BIF and ferruginous chert sequence hosting the Lord Byron deposit extends into the southern portion of the tenement.

Shallow historic RAB and aircore drilling, along with soil sampling, within the tenement area has shown anomalous gold results, and highlights the potential for mineralised trends associated with the neighbouring mines to extend into the project area. The Company will explore and test these trends for BIF-hosted gold mineralisation analogous to the Lord Byron and Fish deposits.

2.5 Youanmi Project (Au)

The Youanmi Project consists of exploration licence E57/1119 and prospecting licence P57/1450 covering 12 km[2] . The project is located approximately 70km southwest of Sandstone, in the Southern Cross Domain of the Youanmi Terrane of the Yilgarn Craton, Western Australia. The project is located on the Atley Pastoral Lease.

The project lies on the eastern side of the Youanmi Greenstone Belt, along the major Youanmi Shear. The Youanmi Shear is the principal feature of the region and is a sinistral transcurrent north-northeasterly trending fault; a crustal scale feature, at least 200km long and 1km wide in the Youanmi area, which represents a major structural division of the Yilgarn Craton. Locally the Youanmi Shear separates the Youanmi Greenstone Belt to the west and the Yuinmery Greenstone Belt to the east.

The historic Youanmi Gold Mining Centre has produced over 600,000oz of gold since its discovery in the late 1800’s, with most production coming from the Youanmi open pit and underground mining operation. The area has seen a resurgence in exploration activity with the recent discovery of the high-grade Penny North (ASX:RMS) and Grace (ASX:RXL) deposits along the Youanmi Shear.

The Youanmi Project tenements are just 2km to 7km from the old Youanmi Mine. The gold lodes at Youanmi are hosted within NNW trending splays extending off the Youanmi Shear Zone, which run sub-parallel to the granite-greenstone contact. Mineralisation is localised along zones that vary from 1m to 20m width forming sericite-quartz mylonites with abundant pyrite, arsenopyrite, chlorite and carbonate alteration, whilst quartz vein stockworks are noted within the adjoining granite.

Prospectus 30

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Little historic work has been conducted within the tenement areas, with E57/1119 in particular overlain by shallow cover. However, both tenements are associated with interesting N to NNW trending structural features in airborne magnetics, a possible splays from the main Youanmi Shear. Historic shallow vertical RAB drilling has identified minor anomalous gold-insaprolite within E57/1119, along with more recent auger geochemistry.

Upon successful completion of the Offer, the Company proposes a systematic exploration program consisting of a high-resolution ground magnetic survey to help produce a litho-structural interpretation of the tenement areas, followed by initial aircore drilling to test targets identified and deeper RC drilling.

2.6 Pavarotti Project (Ni-Cu-PGE)

The Pavarotti Project comprises exploration licence E77/2478 and exploration licence application E77/2746 covering 12.8 km[2] . The project is located approximately 50km northnortheast of Southern Cross, in the Southern Cross Domain of the Youanmi Terrane of the Yilgarn Craton, Western Australia. The project is situated on vacant crown land.

The project lies on the western side of the Koolyanobbing Greenstone Belt, a northwest trending sequence of mafic and ultramafic volcanic and intrusive rocks with lesser sediments intercalated with BIF horizons forming prominent ridges. The BIF horizons have been exploited since the 1960s, with several open pit iron ore mines that are currently owned by Mineral

Resources (ASX:MIN). The greenstone belt is bounded to the east and west by monzogranite and granodiorite.

The western basal ultramafic sequence of the Koolyanobbing Greenstone Belt has been explored intermittently for nickel sulphide mineralisation since the 1970s, with nickel gossans and Kambaldastyle channel hosted nickel sulphide mineralisation in komatiite ultramafic volcanics first identified by BHP. This work mostly focused on the Jocks Dream deposit located between WMG’s tenements E77/2478 and E77/2746, but also identified the Pavarotti and Jocks Fury Prospects within E77/2746. Delta Gold subsequently defined a resource of 78,600t at 1.13% Ni and 0.10% Cu at Jocks Dream in 1992 (not JORC compliant), based on the BHP drilling.

The most recent exploration across the Northern Range of the Koolyanobbing Greenstone Belt, including the areas of E77/2478 and E77/2746, was conducted by Western Areas (ASX:WSA) between 2000 and 2014. Their work included airborne magnetics, ground EM and dipole-dipole IP geophysical surveys, RAB, AC, RC and diamond drilling. The majority of this work again focused on the Jocks Dream deposit (outside of WMGs tenement area) but following a review of historic data, the Pavarotti Prospect became a focus of attention and later work by WSA included 3 further RC drill holes at the Pavarotti Prospect (E77/2746).

The basal ultramafic units running through the project area demonstrate some encouraging indicators for potential NiCu-PGE mineralisation, such as surface gossans and nickel sulphide mineralisation observed in drilling, however a lot of the historic exploration work was ineffective. For example the majority of the historic ground EM surveying across the Pavarotti Project was conducted in 1998, with some follow up in 2008. WMG intends to improve this work using modern higher powered geophysical techniques and then drill test targets identified.

31 Prospectus

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The Edjudina Domain is bound by the Claypan Fault to the west and Pingin Fault to the east and is dominated by clastic rocks as well as BIF, chert and metasedimentary sequences intruded by dolerites and late stage granites. The Edjudina Domain differs from adjacent domains which tend to have higher volumes of mafic to komatiite volcanics. The region has undergone regional greenschist metamorphism grading to amphibolite adjacent to granite margins or major fault zones.

Regionally the Edjudina Domain hosts a number of significant gold deposits such as Northern Star’s (ASX:NST) Carosue Dam Project, the Edjudina Gold Camp, 9km S of the project and the Patricia workings along strike. The Yarri and Porphyry Gold Camps are located in the Murrin Domain 18km to the west and the Deep South Deposits in the Linden Domain to the north east.

2.7 Broken Hill Bore Project (Au)

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The Broken Hill Bore Project, comprises exploration licence E31/1222 covering 2.6 km[2] . The project is located approximately 160km northeast of Kalgoorlie within the Edjudina Domain of the Laverton Terrane in the Eastern Goldfields Province of the Yilgarn Craton, Western Australia. The project is located on the Edjudina Pastoral Lease.

The historic Broken Hill workings are excised from the southeastern corner of the tenement, here gold mineralisation is associated with quartz veining and sheared dolerite-basalt schists. Government records indicate 291.5oz of gold have been produced from 4 historic Gold Mining Leases in this area, at an average grade of 26g/t Au. On the Edjudina line of reef, to the east of Broken Hill, gold mineralisation is developed in quartz veining associated with the fold hinges of gently southeasterly plunging brecciated cherts and BIF’s.

Upon the successful completion of the Offer, the Company intends to focus on both styles of quartz veining, and potential mineralisation, and has planned a systematic exploration program across the tenement area consisting of a highresolution ground magnetic survey to help produce a litho-structural interpretation, coupled with surface soil/auger geochemistry to generate target areas to be tested by initial aircore drilling.

Prospectus 32

2.8 Rock of Ages (Au)

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The Rock of Ages Project comprises prospecting licence P38/4203 covering 9.71 hectares. The project is located approximately 32km southeast of Laverton within the Merolia Domain of the Burtville Terrane in the Eastern Goldfields Province of the Yilgarn Craton, Western Australia. The project is situated on vacant crown land.

The project lies on the Laverton Greenstone Belt, around 4.5km south of the historic Burtville Mining Centre and is surrounded by Focus Minerals (ASX:FML) Laverton Gold Project, with the neighbouring deposits of Burtville (206,000oz at 0.96g/t Au) and Karridale (1.19Moz at 1.33g/t Au) within a 5km radius. The tenement contains the historic Rock of Ages workings, a series of shallow mine workings over approximately 450m strike, associated with quartz veining and ferruginous cherts, within mafic schists. Historic records indicate 2,074oz Au was mined from the workings between 1902 and 1911 at an average grade of 50g/t Au.

The depth and strike of the mineralised quartz veining, as well as the potential for parallel veining, has not been drill tested. Esmeralda Exploration Pty Ltd attempted to drill underneath the historic workings in 1985, with 10 RC holes drilled to a maximum depth of 50m and average depth of 42m. This was largely ineffective, either encountering mined out stopes down

to a vertical depth of approximately 35m or ending in the hanging wall before reaching the target.

Focus Minerals recently completed a ground based SAM (Sub-Audio Magnetic) survey over their neighbouring tenements and included WMGs tenement P38/4203 in the survey area. Upon successful completion of the Offer, the Company intends to use the results of this survey, as well as follow up high-resolution ground magnetics if required, to identify and map the major shear structures passing through P38/4203 and then drill test these, and the known mineralised historic workings, with aircore and RC drilling.

2.9 Pinyalling (Au)

The Pinyalling Project comprises exploration licence application E59/2486 covering 55 km[2] . The project is located approximately 25km NW of Paynes Find within the Murchison Domain of the Youanmi Terrane of the Yilgarn Craton, Western Australia. The project is situated on vacant crown land.

The project lies at the south-eastern end of the Yalgoo-Singleton Greenstone Belt, within an area known as the Warriedar Fold Belt that comprises a folded sequence of gabbro and dolerite intercalated with basalt, ultramafics, sediments and BIF. The Warriedar Fold Belt hosts a number of historic gold workings at the Pinyalling Mining Centre, 3km north of the tenement area, as well as the Baron Rothschild prospect drilled by Thundelarra Exploration during the 1990s.

33 Prospectus

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Limited previous exploration has been conducted within the area of E59/2486, but geological mapping, soil geochemistry and rock chip sampling suggests the tenement could contain extensions of the Yalgoo-Singleton Greenstone Belt and Warriedar Fold Belt. Upon successful completion of the Offer, the Company proposes to focus its exploration program on assessing the gold potential of the project through satellite based mapping, field ground truthing and surface soil/auger geochemical sampling. The Company intends to test any identified targets by undertaking initial aircore drilling.

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Prospectus 34
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2.10 Proposed Exploration Budget

The table below outlines the current estimates of expenditure to be incurred in relation to exploration activities proposed to be undertaken by the Company on the Tenements during the next two years. Further details on the exploration programs and budgeted expenditures are also outlined in Chapter 11 of the Independent Technical Assessment Report included in Section 8 of this Prospectus.

Exploration Expenses	Status Total Tenement Year 1 Budget Year 2 Budget	Status Total Tenement Year 1 Budget Year 2 Budget	Status Total Tenement Year 1 Budget Year 2 Budget	Status Total Tenement Year 1 Budget Year 2 Budget	Status Total Tenement Year 1 Budget Year 2 Budget
Mulga Tank Project	E39/2132	Live	$395,000	$640,000	$1,035,000
	E39/2223	Application	$15,000	$40,000	$55,000
Jasper Hill Project	E39/2079	Application	$100,000	$365,000	$465,000
Melita Project	E40/379	Live	$275,000	$250,000	$525,000
Youanmi Project	E57/1119	Live	$115,000	$150,000	$265,000
	P57/1450	Live	$26,000	$0	$26,000
Pavarotti Project	E77/2478	Live	$30,000	$135,000	$165,000
	E77/2746	Application	$5,000	$85,000	$90,000
Pinyalling Project	E59/2486	Application	$80,000	$110,000	$190,000
Broken Hill Bore Project	E31/1222	Live	$125,000	$0	$125,000
Rock of Ages	P38/4203	Live	$117,000	$0	$117,000
Total			$1,283,000	$1,775,000	$3,058,000

Please note that the above table is provided for example purposes on the basis of a minimum capital raising under the Offer of $4,500,000. The above table also represents the current intentions of the Board as of the date of this Prospectus. Any second year exploration spend for Broken Hill Bore and Rock of Ages is dependent on first year results and is not allocated at this time. Due to market conditions and/or any number of other factors (including the risk factors outlined in Section 5 of this Prospectus), actual expenditure levels may differ significantly to the above estimates. As with any budget, intervening events (including exploration success or failure) and new circumstances have the potential to affect the way funds are ultimately applied. The Board reserves the right to alter the way funds are applied on this basis.

Exploration expenditures will be reviewed on an on-going basis, depending upon the nature of results from the respective exploration activities. 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.

35 Prospectus

2.11 Business Model

The Company is a speculative mineral exploration company. Upon completion of the Offer and admission of the Company to the Official List, the Company will be a publicly listed junior explorer, holding an interest in the Tenements.

Although the Company will be well funded to conduct its stated objectives for the next two (2) years, the Company has no history of earnings, and does not have any producing mining operations. The Company anticipates that it will experience losses from exploration activities and until such time as the Company carries on mining production activities, it expects to continue to incur losses. It is likely that the Company will require additional funding in the future, and as such the intention is to add Shareholder value and also progressively reduce risks associated with its current or any new mineral projects that may be acquired.

The Company aims to achieve this by progressively transitioning from being a junior explorer to, subject to the results of exploration activities, technical studies and the availability of suitable funding, exploiting the value of mineral projects by undertaking project development, construction and mining activities by:

• conducting systematic exploration activities on mineral projects, with the aim of discovering a mineral deposit;

• following discovery, delineating a Mineral Resource estimate on the Tenement Assets;

• undertaking economic and technical assessments of the Tenement Assets in line with standard industry practice (for example completion of a scoping study, then a prefeasibility study followed by a definitive feasibility study);

• undertaking project development and construction; and

• ultimately exploitation of the Tenement Assets through mining operations.

As the development of the Tenement Assets progresses, the Company may also consider corporate actions that may also provide the opportunity to increase Shareholder value, which may include joint ventures, asset sales (whole or

part), strategic partnerships or product off-take arrangements.

The Company also intends to continue identifying, evaluating and, if warranted, acquiring additional resource projects and assets in Australia and/or overseas, if the Board considers that they have the potential to add Shareholder value. The Company will consider acquiring these additional interests by way of direct project acquisition, farm in, joint venture or direct equity in the project owners, and may include minerals or prospectivity for minerals in addition to gold and base metals.

Investors should note that no assurances can be given that the Company will achieve commercial viability through the successful exploration and/or future mining of its Tenements.

Given the Company will be an exploration company following Admission, it is unlikely to make money or generate income in the short term from its exploration activities. Until the Company is able to realise value from the Tenements or future mining activities conducted on the Tenements, the Company is likely to incur ongoing operating losses.

Investors should also note that the key

dependencies of the business model outlined above include:

• admission of the Shares to Official Quotation;

• grant of further exploration licences to the Company pursuant to the Tenement Applications;

• all necessary licences and regulatory approvals being secured and maintained;

• the Company’s ability to attract and retain employees and key management personnel with appropriate technical qualifications; and

• successful exploration and development of the Tenements.

For further information on the key risks relevant to the Company and its business model, investors are referred to Section 5 of this Prospectus.

Prospectus 36

2.12 Strategy and Objectives

As discussed above, the primary objective of the Company is to create value for Shareholders through the exploration, discovery and development of the Tenement Assets.

Following admission of the Company to the Official List, the Company proposes to undertake the exploration programs discussed in Section 2.10 and further explained in the Independent Technical Assessment Report contained in Section 8 of this Prospectus. The results of the exploration programs will determine the economic viability and potential timing for the commencement of additional technical studies, including studies that assess the economic viability of the Projects, and ultimately the commencement of mining operations.

In summary the Company’s objectives are to:

• undertake follow-up exploration on a number of priority targets identified at the Projects from a review of available data and field work; %

subject to results of the exploration activities, progress technical studies on the Projects; and

• assess opportunities for business development and new venture activities to potentially add additional exploration projects.

Following completion of the Offer, the Company will receive proceeds of between $4,500,000 and $5,500,000 before costs, from the issue of between 22,500,000 and 27,500,000 Offer Shares at the Offer Price of $0.20, which the Company intends to allocate as follows:

Use of Funds	Detail Minimum Subscription Maximum Subscription	Detail Minimum Subscription Maximum Subscription	Detail Minimum Subscription Maximum Subscription
EXPLORATION EXPENSES
Mulga Tank Project	Drilling	$750,000	$1,150,000
	Geophysics	$265,000	$265,000
	Geochemistry	$60,000	$60,000
	Other	$15,000	$15,000
Melita Project	Drilling	$450,000	$450,000
	Geophysics	$20,000	$20,000
	Geochemistry	$50,000	$50,000
	Other	$5,000	$5,000
Jasper Hill Project	Drilling	$350,000	$450,000
	Geophysics	$25,000	$25,000
	Geochemistry	$80,000	$80,000
	Other	$10,000	$10,000
Youanmi Project	Drilling	$270,000	$270,000
	Geophysics	$15,000	$15,000
	Geochemistry	$0	$0
	Other	$6,000	$6,000
Pavarotti Project	Drilling	$120,000	$170,000
	Geophysics	$110,000	$110,000
	Geochemistry	$20,000	$20,000
	Other	$5,000	$5,000

37 Prospectus

Use of Funds	Detail Minimum Subscription Maximum Subscription	Detail Minimum Subscription Maximum Subscription	Detail Minimum Subscription Maximum Subscription	Detail Minimum Subscription Maximum Subscription	Detail Minimum Subscription Maximum Subscription
Pinyalling Project	Drilling	$100,000		$100,000
	Geophysics	$10,000		$10,000
	Geochemistry	$60,000		$60,000
	Other	$20,000		$20,000
Broken Hill Bore Project	Drilling	$80,000		$80,000
	Geophysics	$10,000		$10,000
	Geochemistry	$30,000		$30,000
	Other	$5,000		$5,000
Rock of Ages Project	Drilling	$100,000		$100,000
	Geophysics	$12,000		$12,000
	Geochemistry	$0		$0
	Other	$5,000		$5,000
		Amount (%)	%	Amount (%)	%
TOTAL EXPLORATION EXPENSES		$3,058,000	68.0%	$3,608,000	65.6%
REGIONAL EXPLORATION AND PROJECT GENERATION		$0	0.0%	$200,000	3.6%
IPO EXPENSES (CASH)		$542,172	12.04%	$612,172	11.12%
WORKING CAPITAL		$899,828	19.96%	$1,079,828	19.68%
GRAND TOTAL		$4,500,000	100%	$5,500,000	100%

The Directors consider that on completion of the Offer the Company will have adequate capital to meet its current objectives and requirements as set out in this Prospectus.

However, investors should be aware that the Company may expend its cash reserves on its activities more quickly than anticipated. The Directors will consider further equity funding where it considers that the raising of such further capital is necessary to meet the Company’s objectives and requirements.

2.13 Financial Information

The Company has no operating history. Accordingly, the Company is not in a position to disclose key financial ratios or other financial information, other than its statement of profit or loss and other comprehensive income, statement of cash flows and pro-forma statement of financial position which is included in Section 6 of this Prospectus (‘Financial Information’).

2.14 Dividend Policy

The Board anticipates that significant expenditure will be incurred in the evaluation and development of the Tenement Assets. These activities are expected to dominate at least, the first two years following Admission. 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 sole discretion of the Directors and will depend on the availability of distributable earnings and operating results and financial condition of the Company, future capital requirements and general business and other factors considered relevant by the Directors. No assurance in relation to the payment of dividends or franking credits attaching to dividends can be given by the Company.

Prospectus 38

• DETAILS OF

• [3] THE OFFER

39 Prospectus

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3.1 Offer Shares Offered for Subscription

This Prospectus invites investors to apply for a total of between 22,500,000 and 27,500,000 Offer Shares at an issue price of $0.20 per Offer Share to raise between $4,500,000 and $5,500,000, before costs. The Offer will be open to investors with registered addresses in Australia and other investors to whom it is lawful to make an offer to pursuant to this Prospectus.

All Offer Shares issued pursuant to this Prospectus will be issued as fully paid and will rank equally in all respects with Shares already on issue.

Applicants should be aware that ASX will not admit any Offer Shares issued pursuant to this Offer to Official Quotation until the Company has complied with Chapters 1 and 2 of the ASX Listing Rules and is admitted by ASX to the Official List. As such, the Offer Shares issued under the Offer may not be able to be traded for some time after the close of the Offer.

In the event that the Company does not receive approval for admission to the Official List, the Offer will be withdrawn and the Company will repay all Application monies received by it in connection with the Offer (without interest).

3.2 Minimum Application

Applications must be for a minimum of 10,000 Offer Shares ($2,000). A larger number of may be applied for in multiples of 1,000 Shares ($200). Applications to acquire Offer Shares will only be accepted on submission of the Application Form attached to this Prospectus.

The Directors may reject any application or allocate any Applicant fewer Offer Shares than that Applicant applied for.

3.3 Offer Amount

The Company is seeking to raise the Offer Amount, being between $4,500,000 and $5,500,000, before costs, by the issue of between 22,500,000 and 27,500,000 Offer Shares issued at $0.20 per Offer Share. If the Offer Amount is not raised within four (4) months after the date of this Prospectus, the Company will not allot any Offer Shares and all Application monies will be returned without interest or the Company will issue a supplementary prospectus or replacement prospectus and allow Applicants one (1) month to withdraw their Applications and have their Application monies refunded (without interest).

Prospectus 40

3.4 Over-Subscriptions

The Company will not accept over-subscriptions.

3.5 Offer Opening Date and Offer Closing Date

Subscription for Offer Shares will open at 9.00am AEST on 17 May 2021 and remain open until 5.00pm AWST on 14 June 2021.

The Offer Opening Date and Offer Closing Date are subject to the right of the Directors to either close the Offer at an earlier time and date or to extend the closing time and date without prior notice.

Applicants are encouraged to submit their Applications as early as possible.

3.6 How to Apply for Offer Shares

Applications for Offer Shares can be made online and payment made electronically via BPAY or EFT at: https://investor.automic.com.au/#/ipo/ westernminesgroup

or via the Application Formattached to a forming part of this Prospectus. Please read the instructions on the Application Form carefully before completing it.

Completed Application Forms must be

accompanied by a cheque in Australian dollars, crossed “Not Negotiable” and made payable to “Western Mines Group Ltd Subscription A/C” and may be lodged at any time after the issue of the Prospectus and on or before the Offer Closing Date as follows:

by post to: Western Mines Group Ltd

C/- Automic Registry Services GPO Box 5193, Sydney NSW 2001

3.7 Acceptance of Applications

An Application for Offer Shares may be accepted in full, for any lesser number, or rejected by the Directors, in consultation with the Lead Manager.

If any Application is rejected, in whole or in part, the relevant Application monies will be returned without interest.

3.8 Compliance with Chapters 1 and 2 of the ASX Listing Rules

The ASX requires the Company to comply with Chapters 1 and 2 of the ASX Listing Rules in order to be Admitted to the Official List of the ASX.

There is a risk that the Company may not be able to meet the ASX’s requirements for Admission. In the event that the conditions to the Offer are not satisfied, or the Company does not receive approval for Official Quotation of Shares on the ASX, then the Company will not proceed with the Offer and will return all Application monies received without interest.

Key requirements of Chapters 1 and 2 of the ASX Listing Rules are:

• a prospectus must be issued and lodged with ASX. This Prospectus is anticipated to fulfil this requirement;

• the shareholder spread requirements set out in Listing Rule 1.1 relating to the minimum spread of shareholdings and the minimum number of shareholders must be met;

• the Company must satisfy either the “profits test” or the “assets test” contained in Listing Rule 1.2 and 1.3 respectively (the Company is relying on the “assets test” for Admission); and

• the issue price of the Offer Shares under the Prospectus must be at least $0.20.

by hand to:

Western Mines Group Ltd

C/- Automic Registry Services Level 5, 126 Phillip Street, Sydney NSW 2000

No brokerage or stamp duty is payable by Applicants.

41 Prospectus

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3.9 Constitution and Rights attaching to Shares

The Constitution sets out the internal rules of the Company. The section below summarises the material provisions of the Constitution, including the rights and liabilities attached to Shares. This summary is not intended to constitute an exhaustive statement of the rights and liabilities of Shareholders.

Issue of Shares

The issue of Shares by the Company is under the control of the Directors, subject to the Corporations Act, ASX Listing Rules and any rights attached to any special class of shares.

Transfer of Shares

Pursuant to the Constitution, a Shareholder may transfer a Share by any means permitted by the Corporations Act or by law.

The Company participates in the share registration and transfer system known as CHESS, which is operated by ASX under the Security Clearing House Business Rules. Under CHESS, the Company may issue holding statements in lieu of share certificates. The Company is not permitted to charge any fee for registering a transfer of shares. The Directors may refuse to register a transfer of Shares only if the refusal would not contravene the Corporations Act or the ASX Listing Rules or where the registration would create a new parcel of unmarketable securities.

Variation Rights attaching to Shares

The rights attached to Shares or any class of shares may, unless their terms of issue state otherwise, be varied with the written consent of 75% of the holders of issued shares of the affected class, or authorised by a special resolution passed at a separate meeting of the holders of the shares of the affected class.

Meetings of Shareholders (General meetings)

The Directors may call a meeting of Shareholders whenever they think fit.

Shareholders may call a meeting in accordance with the Corporations Act. Pursuant to the Constitution, the notice of general meeting sent to Shareholders must contain certain information.

The Constitution contains provisions prescribing the content requirements for notices of meetings sent to Shareholders. All Shareholders are entitled to attend, and will receive at least 21 days’ notice of a general meeting (where the Company is listed on the ASX, a notice period of 28 days applies). A quorum for a general meeting is two (2) Shareholders who are eligible to vote at the general meeting.

The Company will hold an annual general meeting in accordance with the Corporations Act and the ASX Listing Rules.

Prospectus 42

Voting Rights

Subject to any rights or restrictions for the time being attached to any Shares or class of shares of the Company, each Shareholder, whether present in person or by proxy, attorney or representative at a meeting of Shareholders, has one (1) vote on a show of hands and one (1) vote on a poll for each fully paid Share held and a fraction of a vote for each partly paid Share, equivalent to the proportion paid up on that Share. Resolutions of Shareholders will be decided by a show of hands unless a poll is demanded.

A poll may be demanded by the chairperson of the meeting, at least five (5) Shareholders (or their proxy, attorney or representative) entitled to vote on the resolution, or any one or more Shareholders holding not less than five percent (5%) of the votes that may be cast on the resolution on a poll.

Directors

The business of the Company is to be managed by or under the direction of the Directors. The Company must have at least three (3) Directors and not more than ten (10). The Board may appoint a person to be a Director at any time, but any such Director must retire at the next annual general meeting (at which meeting he or she may be eligible for election as Director).

The Company in general meeting may elect Directors by ordinary resolution.

At each annual general meeting, with the exception of the Managing Director and those Directors appointed by the Board, one third of the Directors and any Director who will have been in office for three (3) or more years must retire from the Board, and are eligible for re-election.

The aggregate remuneration of the non-executive Directors must not exceed the amount last fixed by ordinary resolution.

Dividends

The Directors may pay any interim and final dividends as, in their judgment, the financial position of the Company justifies.

Subject to any rights attaching to Shares which may in the future be issued with special or preferred rights, the Directors may fix the amount, the time for payment and the method of payment of a dividend. Subject to any special rights attaching to Shares or any other class of shares (such as preference shares), dividends will be paid proportionately. The Company is not required to pay any interest on dividends.

Winding Up

On a winding up of the Company a liquidator may, with the sanction of a special resolution of the Shareholders, divide among the Shareholders the property of the Company in proportion to the Shares held by them. The liquidator may determine how the division is to be carried out as between the members or different classes of members.

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43 Prospectus

3.10 Rights attaching to Options

As at the date of this Prospectus, the Company has 18,400,000 Options on issue and has agreed to issue a further 2,000,000 Options as follows:

Optionholder Options % Date of Issue Expiry	Optionholder Options % Date of Issue Expiry	Optionholder Options % Date of Issue Expiry	Optionholder Options % Date of Issue Expiry	Optionholder Options % Date of Issue Expiry
Options on issue as at the date of this Prospectus
Founders	6,000,000	29.4%	26 March 2021	48 months from the date of Admission
Managing Director*	3,000,000	14.7%	26 March 2021	48 months from the date of Admission
Non-Executive Directors*	8,000,000	39.2%	26 March 2021	48 months from the date of Admission
Vendors	1,400,000	6.9%	18 November 2020	36 months from the date of issue
Subtotal	18,400,000	90.2%
Options to be issued on Admission
Lead Manager (and/or its nominees)	2,000,000	9.8%	Date of Admission	36 months from the date of Admission
Subtotal	2,000,000	9.8%
Total Options on issue on Admission	20,400,000

*Note: Part of the Options issued to the Directors are subject to vesting conditions, the details of which are set out below.

The Options have been (or will be as the case may be) issued on the terms and conditions below. All other term and conditions of the Options will be in accordance with the requirements of the ASX Listing Rules.

Options not listed

The Options are transferable and will not be quoted on the ASX. If the Company’s Shares have been admitted to Official Quotation by the ASX, then the Company must apply to the ASX within ten (10) business days after the date of issue of any Shares issued upon exercise of the Options, for such Shares to be admitted to Official Quotation.

Entitlement

Each Option entitles the holder to subscribe for one (1) Share upon the exercise of the Option. All Shares issued upon exercise of the Options will rank equally with all Shares in the capital of the Company and will be escrowed for such period as provided under the ASX Listing Rules, as summarised in Section 3.15 of this Prospectus.

Prospectus 44

Expiry Date

Subject to the vesting conditions set out below which apply to part of the Options held by the Directors, the Options are exercisable at any time on or prior to the Expiry Date described above (‘ Exercise Period ’). Options not exercised before the Expiry Date will lapse upon the Expiry Date.

Vesting Conditions

3,000,000 Options were issued to the nominee of Managing Director, Dr Caedmon Marriott with the following vesting conditions:

• 1,500,000 Options vested immediately on the issue date (i.e. 26 March 2021);

• 1,500,000 Options vest on the date that is 12 months from the date of Admission, subject to Dr Caedmon Marriott remaining an employee of the Company on the vesting date.

4,000,000 Options were issued to the nominee of Non-Executive Director, Paul Burton with the following vesting conditions:

• 1,500,000 Options vested immediately on the issue date (i.e. 26 March 2021);

• 1,500,000 Options vest on the date that is 12 months from the date of Admission, subject to Paul Burton remaining a director of the Company on the vesting date; and

• 1,000,000 Options vest on the date that is 24 months from the date of Admission, subject to Paul Burton remaining a director of the Company on the vesting date.

4,000,000 Options were issued to the nominee of Non-Executive Director, Rex Turkington with the following vesting conditions:

• 1,500,000 Options vested immediately on the issue date (i.e. 26 March 2021);

Exercise Price

The amount payable upon the exercise of each Option will be $0.30 ( ‘Exercise Price’ ).

Notice of Exercise

The Options may be exercised during the Exercise Period by providing notice in writing to the Company in accordance with their terms of issue and payment of the Exercise Price for each Option by electronic funds transfer or any other means of payment to the Company.

Reorganisation of Capital

If, prior to expiry of the Options, there is a reorganisation of the issued capital of the Company, then the rights of an Option holder will be varied to the extent necessary in order to comply with the ASX Listing Rules applying to the reorganisation of capital at the time of reorganisation.

Participation in New Issues of Securities

An Optionholder may only participate in new issues of securities in the Company to Shareholders to the extent that the Option has been exercised and the Shares allotted in respect of the Option before the record date for determining entitlements to the issue. The Company must give reasonable notice to the Optionholder of any new issue before the record date for determining entitlements to that issue in accordance with the ASX Listing Rules.

Bonus Issues

If the Company makes a bonus issue of Shares pro rata to Shareholders, the number of Shares over which an Option is exercisable will be increased by the number of Shares which the Optionholder would have received if the Option had been exercised before the record date for the bonus issue.

• 1,500,000 Options vest on the date that is 12 months from the date of Admission, subject to Rex Turkington remaining a director of the Company on the vesting date; and

• 1,000,000 Options vest on the date that is 24 months from the date of Admission, subject to Rex Turkington remaining a director of the Company on the vesting date.

45 Prospectus

3.11 Allotment

Acceptance of an Application by the Company creates a legally binding contract between the Applicant and the Company for the number of Offer Shares for which the Application is accepted.

The Company will allot and issue the Offer Shares as soon as possible after the grant of Official Quotation of the Shares.

Following the allotment and issue of the Offer Shares, statements illustrating Applicants’ shareholdings in the Company will be despatched. It is the responsibility of Applicants to determine their allocation prior to trading in Shares. Applicants who sell Shares before they receive their holding statements will do so at their own risk.

3.12 Application Monies Held on Trust

All Application monies received for the Offer Shares will be held in trust in a bank account established solely for the purpose of depositing Application monies received pursuant to this Prospectus until the Offer Shares are allotted. Application monies will be returned (without interest) if the Offer Shares are not allotted.

3.13 Taxation

The taxation summary contained in this Section 3.13 provides a general overview of the Australian tax implications to Australian tax resident investors who acquire and hold Offer Shares. The summary is not intended to be a complete statement of the possible taxation implications for investors.

The individual circumstances of each Applicant may affect the taxation implications of the investment for that Applicant. It is the responsibility of each Applicant to be satisfied as to the particular taxation treatment that applies to each investment. Persons who are considering making an investment in the Company should seek independent professional advice with respect to the taxation consequences arising from such an investment.

This summary is based on the current Australian taxation law, and administrative practice of the Commissioner of Taxation (Commissioner), as at the date of this Prospectus. However, potential investors should be aware that the law, and the way in which the Commissioner interprets and

administers the law, may change at any time, and that the ultimate interpretation of Australian taxation law rests with the courts.

These comments do not apply to Shareholders that are non-Australian tax residents, insurance companies, banks or carry on a business of trading in shares, or hold shares otherwise than on capital account (i.e. on revenue account). Different tax implications apply to these Shareholders.

Australian capital gains tax for Australian resident Shareholders

Australian income tax laws contain a capital gains tax (CGT) regime and Australian tax-resident Shareholders will be subject to the CGT regime on a disposal of Shares.

The cost base used to assess any capital gain or loss on Shares is generally the amount a Shareholder pays to acquire the Shares plus any incidental costs of acquisition and non-capital costs of ownership incurred. A capital gain typically arises when an asset is disposed of and the capital proceeds exceed the cost base of acquiring the asset. Conversely, a capital loss generally arises if the cost base exceeds the capital proceeds received.

Capital losses made in the same or prior years can typically be offset against any capital gains (subject to relevant loss testing rules). Any remaining net capital gain is included in assessable income and taxed, with the amount of tax payable depending on the individual taxpayer’s tax profile. Where a net capital loss is incurred it may be carried forward indefinitely and offset against future capital gains subject to certain restrictions.

Disposing of Shares

Applicants who are Australian residents for tax purposes that dispose of Shares may realise a capital gain that may be subject to Australian CGT. Such capital gain would be equal to the capital proceeds received for the disposal of the Shares, less the cost base of the Shares. Complying superannuation entities are entitled to a CGT discount of one-third if the Shares have been owned for at least 12 months at the date that the Shares are disposed of. The net capital gain for

Prospectus 46

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individuals or entities acting as trustees of trusts (which have presently entitled beneficiaries) may be reduced by 50% if the Shares were held for at least 12 months immediately prior to the date of disposal (this 50% discount does not apply to companies that hold Shares).

Dividends

Dividends received by Australian tax-resident Shareholders should be included in the assessable income of Shareholders. Generally, Australian tax resident Shareholders will be taxed on the dividends at their relevant marginal tax rate. If the Shareholder is a company, the Shareholder will be taxed at the prevailing company tax rate (currently, 30% for companies with an annual turnover of $50,000,000 or more and 26% for companies with an annual turnover of less than $50,000,000).

Generally, to the extent that the dividends are franked, an amount equal to the franking credits attaching to the dividends will be included in the assessable income of the Shareholder. Further Shareholders will generally be entitled to a tax offset equal to the amount of the franking credits on dividends.

Certain Shareholders (including individuals and complying superannuation funds) may be entitled to a refund of ‘excess franking credits’ where their tax offset in respect of the franked dividends exceeds their tax liability. The income tax rate for complying superannuation funds is 15%. Complying superannuation funds generally obtain a tax offset from franked dividends against the fund’s income tax liability, and any excess franking credits may be fully refunded.

A complying superannuation fund 100% in pension phase would be entitled to a full refund

of franking credits, as all income of the fund would be attributable to fund’s liability to pay current pensions, and are therefore exempt from income tax.

It is the responsibility of each Applicant to be satisfied as to the particular taxation treatment that applies to each investment. Persons who are considering making an investment in the Company should seek independent professional advice with respect to the tax consequences arising from such an investment.

3.14 Foreign Selling Restrictions and Overseas Applicants

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

The Company has not taken any action to register or qualify the Shares the subject of the Offer, or otherwise to permit a public offering of the Shares, in any jurisdiction outside Australia.

It is the responsibility of any Applicant for Offer Shares that is based in a foreign jurisdiction (outside Australia) to ensure compliance with all laws of any foreign jurisdiction that are relevant and applicable to their Application. The return of a properly completed Application Form will be taken by the Company to constitute a representation

47 Prospectus

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and warranty that there has been no breach of any applicable foreign jurisdiction laws and that all necessary approvals and consents have been obtained.

held, as the case may be) by Company’s founders, directors, key management personnel and the Lead Manager will be subject to an escrow period of 24 months from the date of Admission.

3.15 Escrow

The following securities on issue as at the date of this Prospectus, or to be issued prior to Admission of the Company’s securities to the Official List of the ASX and Official Quotation of the Shares, are subject to the following escrow restrictions:

• 6,467,500 Shares held by Founders and related party Seed Capitalists will be escrowed for 24 months from the date of Admission;

• 4,125,000 Shares held by non-related party Seed Capitalists will be escrowed for 12 months from their date of issue, being 6 November 2020; and

It is anticipated that the Shares issued upon the exercise of the 1,400,000 Options held by the Vendors will be subject to an escrow period of 12 months from the date of Issue of the Options.

The Company has not applied for nor obtained any modifications of, or exemptions from, the ASX Listing Rules pursuant to this Offer.

ASX may require further escrow restrictions once the Company lodges its application for Official Quotation of the Shares.

3.16 CHESS

• 1,400,000 Shares held by Vendors will be escrowed for 12 months from their date of issue, being 18 November 2020.

Escrow agreements and/or notices in relation to the above Shares will be entered or given, respectively, in accordance with the ASX Listing Rules. Please note that the ASX may determine to increase or reduce the escrow restriction periods that are to apply to the Company’s Shareholders once the Company lodges its application for Official Quotation of the Shares.

It is anticipated that the 150,000 Shares to be issued to the Lead Manager on Admission will be subject to an escrow period of 24 months from the date of Admission.

It is anticipated that the Shares issued upon the exercise of the 19,000,000 Options held (or to be

The Company will apply to participate in the Clearing House Electronic Sub-Register System (CHESS) operated by ASX Settlement Pty Ltd (ASX Settlement), a wholly owned subsidiary of ASX, in accordance with the ASX Listing Rules and the ASX Settlement Operating Rules.

Under this system, the Company will not issue certificates to investors. Instead, investors will receive a statement of their holdings in the Company.

If an investor is broker sponsored, ASX Settlement will send them a CHESS statement. The CHESS statement will set out the number of securities allotted to each investor under the Prospectus, give details of the investor’s Holder Identification Number (HIN) and provide the investor an identification number of the sponsor.

Prospectus 48

Alternatively, if an investor is registered on the issuer sponsored subregister, their statement will be dispatched by the Share Registry and will contain the number of securities allotted under the Prospectus and the investor’s Security holder Reference Number (SRN) and their Sponsor Issuer Number.

A CHESS statement or issuer sponsored statement will routinely be sent to Shareholders at the end of any calendar month during which the balance of their holding changes. A Shareholder may request a statement at any other time, however a charge may be levied for additional statements.

3.19 ASX Official Quotation

The Company will apply to ASX no later than seven (7) days from the date of this Prospectus for ASX to grant Official Quotation to the Shares issued pursuant to this Prospectus.

If the Shares are not admitted to Official Quotation within three (3) months after the date of this Prospectus, no Shares will be issued. Application monies will be refunded in full without interest at the earliest practicable time.

The fact that the ASX may admit the Company to Official Quotation is not to be taken as an indication of the merits of the Company or the Offer Shares.

3.17 Professional Advice

The Directors recommend that potential investors, when making an informed assessment of what will be the assets and liabilities, financial position, profits and losses and prospects of the Company should read this Prospectus in its entirety. Potential investors who have any questions about investing in the Company or are in any doubt about any matter relating to the Offer, should seek the advice of their professional advisors.

3.18 Withdrawal

The Company may at any time decide to withdraw this Prospectus and the Offer in which case the Company will return all Application monies without interest at the earliest practicable time.

If the application for Admission is granted, Official Quotation of the Shares will commence as soon as possible after successful Applicants have been issued their holding statements.

The ASX takes no responsibility for the contents of this Prospectus.

3.20 Placement Fees

The Company reserves the right to pay a fee of up to 6% of the amount subscribed (and accepted by the Company) for an Application for Shares bearing the stamp of a licensed securities dealer or holder of an Australian Financial Services licence (AFSL). Payment will be subject to the receipt of a proper tax invoice from the licensed securities dealer or AFSL holder.

The other estimated expenses of the Offer are referred to in Section 11.6 of this Prospectus.

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• BOARD AND CORPORATE GOVERNANCE[4]

Prospectus 50

The Company is very cognisant of investor expectations with respect to governance and communications. In that regard, the Board is constituted of Directors who have extensive skills and experience in both business operations and governance. The Board has a broad base of experiences covering operational, technical, corporate and commercial backgrounds spanning a number of decades across a range of different industries. The Board is well positioned to implement, oversee and monitor the Company’s strategic objectives.

4.1 Directors’ Profiles

Experience	Experience
Dr Caedmon Marriott	Caedmon has over 18 years’ experience in mineral exploration and equity capital markets, in various roles across geological exploration, fund management, mining project evaluation and corporate fnance. Caedmon was previously Managing Director of Western Australian gold and nickel explorer Aldoro Resources (ASX:ARN) and prior to that Managing Director of private exploration company Hanno Resources, responsible for establishing and managing the company’s frontier exploration in Western Sahara. Prior to Hanno Resources, Caedmon worked as a buy-side mining analyst at GLG Global Mining Fund, Och-Zif Capital and JPMorgan Natural Resources Fund, and in mining corporate fnance and equity research with Ambrian Partners and GMP Securities. Caedmon graduated with MSci (Geological Sciences) and MA (Natural Sciences – Geology) from the University of Cambridge, has obtained a PhD in Earth Sciences from the University of Oxford and is also a Chartered Financial Analyst. Caedmon is a member of the Australasian Institute of Mining and Metallurgy (MAusIMM) and the Australian Institute of Geoscientists (MAIG). ASX Listed Company Board Experience: Managing Director, Aldoro Resources Ltd (ASX:ARN) (November 2019 to November 2020) and Non-Executive Director, Golden Mile Resources Ltd (ASX:G88) (January 2020 to present).
Role	Managing Director
Location	Perth, Western Australia
Independence or afliations	Not Independent
Legal or disciplinary action	Caedmon has not been the subject of any disciplinary action, criminal conviction, personal bankruptcy or disqualifcation in Australia or elsewhere in the last 10 years which is relevant or material to the performance of his duties as a Director or which is relevant to an investor’s decision as to whether to subscribe for Shares.
Insolvent companies	Caedmon has not been an ofcer of a company that has entered into any form of external administration as a result of insolvency during the time that he was an ofcer or within a 12 month period after he ceased to be an ofcer.

51 Prospectus

Experience	Experience
Mr Rex Turkington	Rex Turkington is a highly experienced Corporate Advisor and Economist who has worked extensively in the Financial Services and Stockbroking Industry in Australia, specialising in the natural resources sector. Rex has extensive experience with equities, derivatives, foreign exchange and commodities and has participated in numerous Initial Public Oferings and Capital Raisings for ASX listed companies. Currently Rex is Managing Director of South Pacifc Securities, an Advisory Company, ofering Corporate Finance and Investor Relations advice to Listed Companies. He was previously Chairman of ASX listed oil and gas explorer Key Petroleum (ASX:KEY) and Non-Executive Director of TNG Ltd (ASX:TNG), developing the world class Mt Peake V-Ti-Fe Project in the Northern Territory. Rex holds a First Class Honours degree in Economics, is a Graduate of the Australian Institute of Company Directors (GAICD) and is an Associate of the Financial Services Institute of Australia (AFINSIA).
Role	Non-Executive Chairman
Location	Perth, Western Australia
Independence or afliations	Independent
Legal or disciplinary action	Rex has not been the subject of any disciplinary action, criminal conviction, personal bankruptcy or disqualifcation in Australia or elsewhere in the last 10 years which is relevant or material to the performance of his duties as a Director or which is relevant to an investor’s decision as to whether to subscribe for Shares.
Insolvent companies	Rex has not been an ofcer of a company that has entered into any form of external administration as a result of insolvency during the time that he was an ofcer or within a 12 month period after he ceased to be an ofcer.

Prospectus 52

Experience

Mr Paul Burton

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Paul is currently the Managing Director and CEO of TNG Limited, an ASX listed resources company (ASX:TNG) focused on developing the world class Mt Peake V-Ti-Fe Project in the Northern Territory.

A commercially astute Manager, Director and Geologist, Paul has developed a successful career spanning 30 years in exploration and mining for a range of different commodities throughout Australia and internationally. His track record includes involvement in significant mineral discoveries for diamonds, gold, copper, iron, zinc, lead and strategic metals including vanadium and titanium.

An accomplished leader, having managed successful mineral exploration and feasibility study programs, trained geologists in advanced exploration techniques and held senior and executive roles at Anglo American/De Beers Ltd, Normandy Mining Ltd (Newmont) and Minotaur Exploration (ASX:MEP). In addition Paul has been instrumental in securing world class support for the commercialisation of TNG’s proprietary TIVAN technological hydrometallurgical process, and was instrumental in the TNG spin-off of ASX listed Todd River Resources (ASX:TRT)

Paul is a graduate of the Australian Institute of Company Directors (GAICD), a fellow of the Association of Applied Geochemists (FAAG), a member of the Australasian and Canadian Institutes of Mining and Metallurgy (MAusIMM, MCIM) and a member of the British Institute of Directors (MIoD).

Role Non – Executive Director

Location Perth, Western Australia Independence or affiliations Independent

Legal or disciplinary action Paul has not been the subject of any disciplinary action, criminal conviction, personal bankruptcy or disqualification in Australia or elsewhere in the last 10 years which is relevant or material to the performance of his duties as a Director or which is relevant to an investor’s decision as to whether to subscribe for Shares.

Insolvent companies Paul has not been an officer of a company that has entered into any form of external administration as a result of insolvency during the time that he was an officer or within a 12 month period after he ceased to be an officer.

53 Prospectus

Experience

Mr Francesco Cannavo

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Francesco is an experienced public company director with significant business and investment experience working with companies operating across various industries, including in particular mining exploration companies, and has been instrumental in assisting several listed and unlisted companies achieve their growth strategies through the raising of investment capital and the acquisition of assets.

Francesco is currently a Non-Executive Director of Lifespot Health (ASX:LSH). Francesco was previously a director of various ASX listed mining exploration companies including Magnum Mining & Exploration (ASX:MGU) and GBM Resources Limited (ASX:GBZ).

Role Non-Executive Director Location Melbourne, Victoria Independence or affiliations Not Independent Legal or disciplinary action Francesco has not been the subject of any disciplinary action, criminal conviction, personal bankruptcy or disqualification in Australia or elsewhere in the last 10 years which is relevant or material to the performance of his duties as a Director or which is relevant to an investor’s decision as to whether to subscribe for Shares. Insolvent companies Francesco has not been an officer of a company that has entered into any form of external administration as a result of insolvency during the time that he was an officer or within a 12 month period after he ceased to be an officer.

4.2 Company Secretary

Mr Lee Tamplin

Lee has almost 20 years’ experience in a variety of roles covering investment management, financial services and corporate governance in both Australia and the UK. Lee is currently Company Secretary for a number of ASX listed and unlisted public and private companies across a range of industries. Lee has a Degree in Financial Services, a diploma in Financial Planning and is a Graduate of the Australian Institute of Company Directors Course. He is also a member of the Governance Institute of Australia. Prior to joining Automic, Lee was a Senior Client Relationship and Business Development Manager for a global share registry.

Lee Tamplin is Company Secretary of the following ASX listed companies: Acrow Formwork and Construction Services Limited (ASX:ACF), Cellmid Limited (ASX:CDY), Netccentric Limited (ASX:NCL), North Stawell Minerals Limited (ASX:NSM), Prospect Resources (ASX:PSC) and Pureprofile Limited (ASX:PPL).

Prospectus 54

Ms Elizabeth Spooner

Elizabeth is an experienced governance and compliance professional who works closely with a number of boards of both listed and unlisted public companies in her role at Automic Group.

She holds a double degree in Bachelor of Business Administration and Bachelor of Arts majoring in Human Resources, and a Graduate Diploma of Applied Corporate Governance from the Governance Institute. Elizabeth is in the final stages of completing her Juris Doctor degree from Australian National University.

She is an Associate of the Governance Institute of Australia, a Member of the Australian Institute of Company Directors, a Member of the Australian HR Institute and a NSW Justice of the Peace. Prior to joining Automic, Elizabeth worked with a provider of outsourced governance services and supported a number of listed companies in addition to other public, private and not-for-profit entities.

Elizabeth Spooner is currently Company Secretary of ASX listed company Shekel Brainweigh Ltd (ASX: SBW).

4.3 Disclosure of Directors and Company Secretary’s Interests

4.3.1 Directors’ and Company Secretary’s Interests

Other than as set out below or elsewhere in this Prospectus, no Director and no firm in which a Director is a partner, has an interest in the promotion or in property proposed to be acquired by the Company or in connection with the Company’s formation or promotion. Other than as set out below or elsewhere in this Prospectus, no amounts have been paid or agreed to be paid (in cash, Shares or otherwise) to any Director or any firm in which any Director is a partner, either to induce him to become, or to qualify him as, a Director or otherwise for services rendered by him or by the firm in which he is a partner in connection with the formation or promotion of the Company.

As at the date of this Prospectus and on completion of the Offer, assuming the Directors and Company Secretary do not participate in the Offer, the Directors and Company Secretary will have relevant interests in Shares and Options as set out in the table below:

Shares Directors Options	Shares Directors Options	Shares Directors Options
Dr Caedmon Marriott	500,000	3,000,000*
Mr Paul Burton	-	4,000,000*
Mr Rex Turkington	-	4,000,000*
Mr Francesco Cannavo	3,000,001	3,000,000
Company Secretary
Mr Lee Tamplin	-	-
Ms Elizabeth Spooner	-	-
Total	3,500,001	14,000,000

*Note: The Options issued to Dr Caedmon Marriott, Mr Paul Burton and Mr Rex Turkington and/or their nominees remain subject to the vesting conditions described in Section 3.10 of this Prospectus.

55 Prospectus

4.3.2 Related Party Transactions

Related parties of the Company relevantly include the Directors and entities controlled by Directors. Chapter 2E of the Corporations Act prohibits a public company or an entity that it controls from giving a financial benefit to a related party of the public company unless either the giving of the financial benefit falls within one of the nominated exceptions to the prohibition, or shareholder approval is obtained prior to the giving of the financial benefit and the benefit is given within 15 months after obtaining such approval.

One of the nominated exceptions to the prohibition is where the financial benefit is reasonable in the circumstances if the public company or entity and the related party were dealing at arm’s length.

Except where indicated below, the following contracts or transactions with related parties have been determined by Directors who do not have a material personal interest in the matter to fall within the arm’s length exception, and constitute reasonable remuneration for the purposes of Part 2E.1 of the Corporations Act.

Agreements with Directors

The Company has entered into Executive Employment Agreements and Director’s Service Agreements with each of the Directors.

The remuneration payable by the Company under such agreements to each Director is as follows:

• Dr Caedmon Marriott (Managing Director): $210,000 per annum (plus superannuation);

Mr Paul Burton (Non-Executive Director): $40,000 per annum (plus superannuation), 4,000,000 Options exercisable at $0.30, with an expiry date of 4 years from the date of issuance (1,500,000 of the Options are subject to the Director continuing to be employed for a continuous period of at least twelve (12) months from Admission and 1,000,000 of the Options are subject to the Director continuing to be employed for a continuous period of at least twenty four (24) months from Admission);

Mr Rex Turkington (Non-Executive Chairman): $50,000 per annum (plus superannuation), 4,000,000 Options exercisable at $0.30, with an expiry date of 4 years from the date of issuance (1,500,000 of the Options are subject to the Director continuing to be employed for a continuous period of at least twelve (12) months from Admission and 1,000,000 of the Options are subject to the Director continuing to be employed for a continuous period of at least twenty four (24)months from Admission); and

• Mr Francesco Cannavo (Non-Executive Director): $40,000 per annum (plus superannuation)

For more information on the Executive Employment Agreements and Director’s Service Agreements, please refer to Section 10 of this Prospectus.

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4.5 Corporate Governance

4.5.1 Role of the Board

The Board is responsible for the following principal matters:

The strategic direction of the Company;

• Overseeing, negotiating and implementing the significant capital investments and material transactions entered into by the Company;

Management goals and the Company’s policies;

• Monitoring and reviewing the financial and operational performance of the Company;

Risk management strategy and review; and

Future expansion of the Company’s business activities.

Without intending to limit this general role of the Board, the principal functions and responsibilities of the Board include the following:

• Leadership of the Organisation: overseeing the Company and establishing codes that reflect the values of the Company and guide the conduct of the Board;

• Strategy Formulation: to set and review the overall strategy and goals for the Company and ensuring that there are policies in place to govern the operation of the Company;

Overseeing Planning Activities: developing the Company’s strategic plan;

• Shareholder Liaison: ensuring effective communications with shareholders through an appropriate communications policy and promoting participation at general meetings of the Company;

• Monitoring, Compliance and Risk Management: developing the Company’s risk management, compliance, control and accountability systems and monitoring and directing the financial and operational performance of the Company; and

• Company Finances: approving expenses and approving and monitoring acquisitions, divestitures and financial and other reporting.

The Board has adopted a Board Charter which sets out its responsibilities, processes and duties of the Board in greater detail.

4.5.2 ASX Corporate Governance Principles and Recommendations

The Board is committed to principles of best practice in corporate governance.

The Board will conduct itself in accordance with the ASX Corporate Governance Principles and Recommendations, 4th Edition (2019) as issued by the ASX Corporate Governance Council (ASX Principles and Recommendations) , to the extent that such principles and recommendations are applicable to an entity of the size and structure of the Company.

The Company has formulated its own corporate governance policies and practices using the ASX Principles and Recommendations as a guide.

The Board will review on an ongoing basis the corporate governance policies and structures that the Company has in place to ensure that these are appropriate for the size and structure of the Company and nature of its activities, and that these policies and structures continue to meet the corporate governance standards that the Board is committed to.

Summary of Company’s position in relation to ASX Principles and Recommendations:

Company’s Position ASX Principle And Recommendation	Company’s Position ASX Principle And Recommendation
Principle 1 Lay solid foundations for management and oversight	The Role of the Board The Board is responsible for, and has the authority to determine, all matters relating to strategic direction, policies, practices, management goals and the operations of the Company. The Role of Management It is the role of senior management to manage the Company in accordance with the direction and delegations of the Board and the responsibility of the Board to oversee the activities of management in carrying out these delegated duties. The Company’s ofcers and management have all entered into service contracts which outline the responsibilities of each of the company’s ofcers and of management personnel when performing their roles for the Company.
Principle 2 Structure the Board to be efective and add value	At the date of this Prospectus, the Company has four directors, being Mr Francesco Cannavo, Dr Caedmon Marriott, Mr Paul Burton and Mr Rex Turkington. The Board is an appropriate size to efectively and efciently oversee the management and operations of the Company, based on the present size of the Company’s activities. The Board is responsible for the nomination and selection of Directors. Given the size of the Company and the nature of its operations, the Board does not believe it to be appropriate to establish a nomination committee at this time. The composition of the Board, its performance and the appointment of new Directors will be reviewed periodically by the Board, taking advice from external advisors where considered appropriate.

Prospectus 58

Company’s Position ASX Principle And Recommendation	Company’s Position ASX Principle And Recommendation
Principle 3 Instil a culture of acting lawfully, ethically and responsibly	Code of Conduct The Board has established a Code of Conduct for the Board. The Board is committed to meeting their responsibilities under the Constitution and Corporations Act when carrying out their functions as company ofcers. Diversity Policy The Board has established a_Diversity Policy_in accordance with the ASX Principles and Recommendations and will endeavour to provide for appointments to the Board and Company in accordance with the Diversity Policy as the Company develops and grows. Securities Trading Policy The Company has adopted a_Securities Trading Policy_for Directors, ofcers and employees of the Company. The purpose of the_Securities Trading Policy_is to reduce the risk of insider trading and ensure that the Company’s Directors, ofcers and employees are aware of the legal restrictions on trading in Shares whilst in possession of undisclosed information concerning the Company. The_Securities Trading Policy_sets out when trading in Shares by Directors, ofcers and employees of the Company is not permitted. Restrictions on trading are imposed by the Company to reduce the risk of insider trading and to minimise the chance that misunderstandings or suspicions arise that the Company’s directors, ofcers, or employees are trading while in possession of undisclosed information concerning the Company. Reporting Unethical or Illegal Practices Company policy requires employees who are aware of unethical or illegal practices to report these practices to management. Any reports of unethical or illegal practices are investigated by the Board. Reporters of unethical practices may remain anonymous.
Principle 4 Safeguard the integrity of corporate reports	The Company has established an_Audit and Risk Committee_which shall be responsible for monitoring and reviewing fnancial reporting by the Company. The Company has adopted a Charter for the Audit and Risk Committee which sets out the committee’s responsibilities, procedures, guidelines and composition.

59 Prospectus

Company’s Position

ASX Principle And Recommendation

Principle 5

Make timely and balanced disclosure

The Company has adopted a Communication and Disclosure Policy to ensure compliance with its disclosure obligations under the ASX Listing Rules.

To comply with the ASX Listing Rules, the Company intends to immediately notify the ASX of information:

concerning the Company that a reasonable person would expect to have a material effect on the price or value of the Company’s securities;

that would, or would be likely to, influence persons who commonly invest in securities.

The Communication and Disclosure Policy includes processes designed to ensure that Company information:

is disclosed in a timely manner;

is factual;

does not omit material information; and

is expressed in a clear and objective manner that allows the input of the information when making investment decisions.

The Company is committed to ensuring all investors have equal and timely access to material information concerning the Company. Accordingly, in following and adhering to its Communications and Disclosure Policy the Company will comply with its continuous disclosure obligations.

Principle 6

Respect the rights of security holders

The Board is committed to ensuring that Shareholders receive information relating to the Company on a timely basis and shall endeavour to keep Shareholders well informed of all material developments of the Company.

The Board has adopted a Communications and Disclosure Policy, and as part of this policy, will ensure that all relevant announcements and documents are published on the Company’s website in a prompt fashion.

The Company will respect the rights and entitlements of Shareholders under the Constitution and the Corporations Act.

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ASX Principle And Recommendation

Company’s Position

Principle 7 The Company has established an Audit and Risk Committee which shall be responsible for monitoring, identifying and Recognise and manage risk managing risks, and ensuring that these risk identification and management procedures are implemented and followed. The Audit and Risk Committee has adopted a Charter.

The Company has also adopted a Risk Management Policy designed to ensure:

all major sources of potential opportunity for harm to the Company (both existing and potential) are identified, analysed and treated appropriately;

business decisions throughout the Company appropriately balance the risk and reward trade off; regulatory compliance and integrity in reporting is achieved; and

the Company’s good standing with its stakeholders continues.

Principle 8 The Board is responsible for the Company’s remuneration policy and has adopted a Nomination and Remuneration Policy which Remunerate fairly and outlines the processes by which the Board shall review officer responsibly and management remuneration. The Company has provided disclosure of a summary of its remuneration policies for the Directors in this Prospectus. The Company is committed to remunerating its officers and executives fairly and to a level which is commensurate with their skills and experience and which is reflective of their performance. Further disclosure of officer and executive remuneration will be made in accordance with the ASX Listing Rules and the Corporations Act.

Under the ASX Listing Rules, the Company will be required to provide a Corporate Governance Statement on its website or in its annual report disclosing the extent to which it has followed the ASX Recommendations and Principles in the reporting period. Where the Company does not follow an ASX Recommendation and Principle, it must identify the ASX Recommendation and Principle that has not been followed and give reasons for the departure. Except as set out above, the Board does not anticipate that the Company will depart from the ASX Recommendations and Principles, however, it may do so in the future if it considers that such a departure would be reasonable.

61 Prospectus

4.6 Substantial Shareholders

As at the date of this Prospectus, the following Shareholders hold 5% or more of the total number of Shares currently on issue in the Company

Holder No. of Shares No. of Options % (undiluted)*	Holder No. of Shares No. of Options % (undiluted)*	Holder No. of Shares No. of Options % (undiluted)*	Holder No. of Shares No. of Options % (undiluted)*
Apertus Capital Pty Ltd	3,000,000	3,000,000	18.6%
Bellaire Capital Pty Ltd	1,500,000	1,500,000	9.3%
Yi Xiao	1,500,000	1,500,000	9.3%
Ilwella Pty Ltd	1,500,000	Nil	9.3%
Bruce Legendre	1,000,000	1,000,000	6.2%
Certane Ct Pty Ltd	1,000,000	Nil	6.2%
Eyeon No 2 Pty Ltd	1,000,000	Nil	6.2%

*Assuming that no Options are exercised.

**Apertus Capital Pty Ltd is an associated entity of Non-Executive Director, Francesco Cannavo.

On completion of the Offer, the following Shareholders will hold 5% or more of the total number of Shares on issue in the Company (assuming a minimum subscription of 22,500,000 Shares):

Holder No. of Shares No. of Options % (undiluted)*	Holder No. of Shares No. of Options % (undiluted)*	Holder No. of Shares No. of Options % (undiluted)*	Holder No. of Shares No. of Options % (undiluted)*
Apertus Capital Pty Ltd	3,000,000	3,000,000	7.8%

*Assuming that no Options are exercised.

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• [5] RISK FACTORS

63 Prospectus

The exploration and development of natural resources is a speculative activity that involves a high degree of risk. Whilst the Company has sought to acquire interests in projects which have identified prospective mineral targets, there is no guarantee that such projects will generate commercial returns for the Company and its Shareholders. Therefore, the Offer Shares to be issued pursuant to this Prospectus are a speculative investment.

The following summary explains some of the risks associated with investment in the Company and which may impact the financial performance of the Company. However, potential investors should read this Prospectus in its entirety and consult their professional advisors before applying for Offer Shares under this Prospectus. The list of risk factors outlined here is not exhaustive.

Neither the Company, nor its Directors nor any of its professional advisors give any form of guarantee on future dividends, return on capital or the price at which the Shares might trade on ASX.

Investors should consider the non-exhaustive list of risks associated with investing in the Company that are outlined below, and consult with their advisors before making an investment in the Company.

5.1 Company-Specific Risk Factors

(a) Tenure and Access

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

The Tenement Assets are subject to the Mining Act and the Mining Regulations. The renewal of the term of a granted tenement is also subject to the discretion of the Minister for Mines, the Company’s ability to meet the conditions imposed by relevant authorities including compliance with the Company’s work program requirements which, in turn, is dependent on the Company being sufficiently funded to meet those expenditure requirements. Renewal conditions may include increased expenditure and work commitments or compulsory relinquishment of areas of the Projects. The imposition of new conditions or the inability

to meet those conditions may adversely affect the operations, financial position and/or performance of the Company.

Although the Company has no reason to believe that the Tenement Assets will not be renewed, there is no assurance that such renewals will be given as a matter of course and there is no assurance that new conditions will not be imposed by the relevant granting authority. The Company considers the likelihood of tenure forfeiture to be low given the laws and regulations governing exploration in Western Australia and the ongoing expenditure budgeted for by the Company. However, the consequence of forfeiture or involuntary surrender of a granted tenement for reasons beyond the control of the Company could be significant.

Please refer to the Independent Solicitor’s Report on Tenements in Section 9 for further details.

(b) Grant of Tenement Applications

As at the date of this Prospectus, Exploration Licence Applications E59/2486, E39/2079,E39/2223 and E77/2746 (together, the Tenement Applications) are pending grant from the Minister for Mines. There is no guarantee that the Tenement Applications will be granted, or if they are granted, that they will be granted in their entirety.

The Tenement Applications have been validly made the Company is not aware of any further requirements for the Tenement Applications as required by the Minister for Mines. If the Tenement Applications are not granted, the Company will not acquire an interest in these tenements.

(c) Limited History

The Company was incorporated on 6 May 2020 and therefore has a limited operating and financial history on which to evaluate its business and prospects. The prospects of the Company must be considered in light of the risks, expenses and difficulties frequently encountered by companies in the early stages of their development, particularly in the mineral exploration sector, which has a high level of inherent risk and uncertainty. No assurance can be given that the Company will achieve commercial viability through successful exploration

Prospectus 64

on, or mining development of the Tenement Assets. Until the Company is able to realise value from the Tenement Assets, it is likely to incur operational losses.

anticipates that its existing financial resources, along with the proceeds generated under the Offer, will be sufficient to enable it to carry out its planned business operations for the first two years following Admission.

(d) Dilution Risk

As at the date of this Prospectus, the Company has 16,150,001 Shares on issue (based on holdings of current Shareholders) and 18,400,000 Options on issue, plus an additional 150,000 Shares and 2,000,000 Options will be issued to the Lead Manager on Admission.

If Options on issue are exercised by the holders, then this will result in further shares being issued in the capital of the Company and result in further dilution for the Shareholders of the Company. In addition, the holdings of existing Shareholders may be further diluted in the future as a result of any future equity capital raisings that are required to be undertaken by the Company in order to fund future exploration activities or business activities of the Company.

(e) Competition Risk

The mineral exploration industry in which the Company will be involved is subject to domestic and global competition. While 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. Many of the Company’s competitors may have access to more substantial resources than the Company, and may be able to more efficiently undertake exploration and development activities. The activities or actions of the Company’s competitors may adversely affect the financial and operating performance of the Company. Therefore, there can be no assurance that the Company will be able to compete effectively with its competitors.

However, in order to successfully develop the Tenement Assets, further funding may be required in the future. Any additional equity financing may be dilutive to Shareholders, may be undertaken at lower prices than the then market price (or Offer Price) or may involve restrictive covenants which limit the Company’s operations and business strategy. Debt financing, if available, may involve restrictions on financing and operating activities.

There is no guarantee that additional capital or funding, if and when required, will be available on terms favourable to the Company or at all. If the Company is unable to obtain additional financing as needed, it may be required to reduce the scope of its activities, which may have a material adverse effect on the Company.

(g) Potential Acquisitions

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

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

(f) Ongoing Funding Requirements

The Company has no operating revenue and is unlikely to generate any operating revenue until the Tenement Assets are successfully developed and production commences (if at all). The future capital requirements of the Company will depend on many factors including its business development activities. Notwithstanding this, the Company

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

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(h) Reliance on Key Personnel and Consultants

The Company is reliant on a number of key personnel and consultants, including members of the Board, who will be engaged to conduct the different aspects of exploration and mining activities. The loss of one or more key contributors or the failure of any equipment used by these persons could have an adverse impact on the Company’s business, activities and operating results.

It may be particularly difficult for the Company to attract and retain suitably qualified and experienced personnel if at the time there is high demand in the industry for such personnel, and having regard to the relatively small size of the Company compared with other industry participants.

(i) Returns Not Guaranteed

There is no guarantee of any income distribution or capital return on the Shares nor is there a guarantee of repayment of capital amounts. Shareholders will not be entitled to any guaranteed distributions of profits or capital.

There is no guarantee that distributions will be at a certain level or that there will be distributions at all.

(j) Valuation of Tenement Assets

The Company has not obtained a valuation of the Tenement Assets that it has acquired. The Company makes no representation as to the value of the Projects. The value is unknown and investors and their advisors should be aware of this when considering whether to acquire Offer Shares.

party defaults in the performance of its obligations, it may be necessary for the Company to approach a court to seek a legal remedy, which can be costly.

(l) No JORC Code compliant exploration target or resource

There are no exploration targets or resources, as defined under the JORC Code, in relation to the Tenements or any of the Company’s assets and there is no guarantee that any exploration targets or resources as defined under the JORC Code in relation to the Tenements or any of the Company’s assets will be achieved in the future.

5.2 Industry-Specific Risk Factors

The success of the Company’s business is directly related to future mineral exploration activities. The profitability (if any) of the Company’s exploration activities will be dependent on the success of the results of exploration on the current and any future exploration assets of the Company and, if possible, the successful commercial exploitation of these assets.

Factors which may affect the Company’s financial position, prospects and the price of its listed securities include the following:

(a) Nature of Mineral Exploration and Mining

The business of mineral exploration, development and production is subject to risk by its nature. The Tenement Assets are at an early stage of exploration and potential investors should understand that mineral exploration, development and mining are high-risk enterprises, only occasionally providing high rewards.

(k) Counterparty Risk

The Company has entered into a number of commercial agreements with third parties and may enter into further contracts. There is a risk that the counterparties may not meet their obligations under those agreements.

The ability of the Company to achieve its stated objectives will depend on the performance by the counterparties, with whom the Company has contracted with, or will contract with, of their obligations under the relevant agreements. If any

The success of the Company depends, among other things, on successful exploration and/or acquisition of reserves, securing and maintaining title to tenements and consents, successful design, construction, commissioning and operating of mining and processing facilities, successful development and production in accordance with forecasts and successful management of operations. Exploration and mining activities may also be hampered by force majeure circumstances, land claims and unforeseen mining problems.

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There is no assurance that exploration and development of the Tenement Assets, or any other projects that may be acquired in the future, will result in the discovery of mineral deposits which are capable of being exploited economically (if at all). Even if an apparently viable deposit is identified, there is no guarantee that it can be profitably exploited. If such commercial viability is never attained, the Company may seek to transfer its property interests or otherwise realise value, or the Company may even be required to abandon its business and fail as a “going concern”.

Whether a mineral deposit (if defined) will be commercially viable depends on a number of factors, which include, without limitation, the particular attributes of the deposit, such as size, grade and proximity to infrastructure, commodity prices, which fluctuate widely, and government regulations, including, without limitation, regulations relating to prices, taxes, royalties, land tenure, land use, exporting of minerals and environmental protection. The combination of these factors may result in the Company expending significant resources (financial and otherwise) on the Tenement Assets without receiving a return. There is no certainty that expenditures made by the Company towards the search and evaluation of mineral deposits will result in discoveries of an economically viable mineral deposit.

The Company has relied on and may continue to rely on consultants and others for mineral exploration and exploitation expertise. The Company believes that those consultants and others are competent and that they have carried out their work in accordance with internationally recognised industry standards. However, if the work conducted by those consultants or others is ultimately found to be incorrect or inadequate in any material respect, the Company may experience delays or increased costs in exploring or developing the Tenement Assets.

(b) Results of Studies

Subject to the results of any future exploration and testing programs, the Company may progressively undertake a number of studies in respect to the Tenement Assets or any new exploration projects that the Company may acquire. These studies may include scoping studies, pre-feasibility studies and bankable feasibility studies.

These studies will be completed within certain parameters designed to determine the economic feasibility of the relevant project within certain limits. There can be no guarantee that any of the studies will confirm the economic viability of the Tenement Assets or the results of other studies undertaken by the Company (e.g. the results of a feasibility study may materially differ to the results of a scoping study).

Further, even if a study determines the economics of the Tenement Assets, there can be no guarantee that the projects will be successfully brought into production as assumed or within the estimated parameters in the feasibility study, once production commences including but not limited to operating costs, mineral recoveries and commodity prices. In addition, the ability of the Company to complete a study may be dependent on the Company’s ability to raise further funds to complete the study if required.

(c) Resource and Reserve Estimates

Ore Reserve and Mineral Resource estimates are expressions of judgment based on drilling results, past experience with mining properties, knowledge, experience, industry practice and many other factors. Estimates which are valid when made may change substantially when new information becomes available. Mineral Resource and Ore Reserve estimation is an interpretive process based on available data and interpretations and thus estimations may prove to be inaccurate.

The actual quality and characteristics of ore deposits cannot be known until mining takes place and will almost always differ from the assumptions used to develop resources. Further, Ore Reserves are valued based on future costs and future prices and, consequently, the actual Ore Reserves and Mineral Resources may differ from those estimated, which may result in either a positive or negative effect on operations.

Should the Company encounter mineralisation or formations different from those predicted by past drilling, sampling and similar examinations, resource estimates may have to be adjusted and mining plans may have to be altered in a way which could adversely affect the Company’s operations.

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(d) Operational Risks

The operations of the Company may be affected by various factors which are beyond the control of the Company, including failure to locate or identify mineral deposits, failure to achieve predicted grades in exploration or 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, delays in procuring, or increases in the costs of consumables, spare parts, plant and equipment, fire, explosions and other incidents beyond the control of the Company.

These risks and hazards could also result in damage to, or destruction of, production facilities, personal injury, environmental damage, business interruption, monetary losses and possible legal liability. While the Company currently intends to maintain insurance within ranges of coverage consistent with industry practice, no assurance can be given that the Company will be able to obtain such insurance coverage at reasonable rates (or at all), or that any coverage it obtains will be adequate and available to cover any such claims.

(e) Mine Development

Possible future development of mining operations on the Tenement Assets or other tenements applied for or acquired by the Company is dependent on a number of factors including, but not limited to, the acquisition and/or delineation of economically recoverable mineralisation, favourable geological conditions, receiving the necessary approvals from all relevant authorities and parties, seasonal weather patterns, unanticipated technical and operational difficulties encountered in extraction and production activities, mechanical

failure of operating plant and equipment, shortages or increases in the price of consumables, spare parts and plant and equipment, cost overruns, access to the required level of funding and contracting risk from third parties providing essential services.

If the Company commences production on any existing or future 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 existing or future projects.

(f) Metallurgy

Metal and/or mineral recoveries are dependent upon the metallurgical process, and by its nature contain elements of significant risk such as identifying a metallurgical process through test wok to produce a saleable metal and/or concentrate; developing an economic process route to produce a metal and/or concentrate; and changes in mineralogy in the deposit can result in inconsistent metal recovery, affecting the economic viability of the Tenement Assets.

(g) Economic Risk and Price of Commodities

The Company’s ability to proceed with the development of its 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 the Company’s exploration activities will primarily be derived from the sale of nickel, copper, vanadium, gold and specialty metals assets. Consequently, any future earnings are likely to be closely related to the price of those commodities and the terms of any off-take agreements that the Company enters into.

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The price of nickel, copper, vanadium, gold and specialty metals assets are subject to many variables and may fluctuate markedly. These variables include the global physical and investment demand for, and supply of, those commodities, forward selling by producers and production cost levels in major mineral-producing regions. Mineral prices are also affected by macroeconomic factors such as general global economic conditions and expectations regarding inflation and interest rates. Fluctuations in the prices of the commodities, which the Company is targeting in its exploration activities may influence individual projects in which the Company has an interest and the price of the Company’s shares.

exploration and mining tenements, or affect the ability of the Company to explore and develop the Tenement Assets. Commonwealth and State legislation obliges the Company to identify and protect sites of significance to Aboriginal custom and tradition. Further details of this legislation are set out in the Solicitor’s Report on Tenements (Section 9 of this Prospectus). Some sites of significance may be identified within the Tenement Assets. It is therefore possible that one or more sites of significance will exist in an area which the Company considers to be prospective. The Company’s policy is to carry out clearance surveys prior to conducting exploration which would cause a disturbance to the land surface.

(j) Environmental Risk

Further, commodities are principally sold

throughout the world in US dollars, therefore any fluctuations in the exchange rate between Australian and US dollars could adversely affect the Company’s financial position, performance and prospects. These factors may have an adverse effect on the Tenement Assets and the Company’s activities as well as its ability to finance future projects and activities. The Company may undertake measures, where deemed necessary by the Board, to mitigate such risks.

(h) Access to Land Not Guaranteed

Immediate access to the Tenement Assets, cannot in all cases, be guaranteed. The Company may be required to seek the consent of landholders or other persons or groups with an interest in the real property encompassed by the Tenement Assets. Compensation may be required to be paid by the Company to landholders to allow the Company to carry out exploration and/or production activities. Although the Company has not budgeted for compensation payments, there is no guarantee that additional amounts may not be required. Future judicial decisions and legislation may also restrict land access.

(i) Native Title and Aboriginal Sites of Significance

The effect of present laws in respect of native title that apply in Australia is that the Tenement Assets may be affected by native tile claims or procedures, which may prevent or delay the granting of

The Projects are subject to Commonwealth and State laws and regulations regarding environmental matters. The Governments and other authorities that administer and enforce environmental laws and regulations determine these requirements. As with all exploration projects and mining operations, the Company’s activities are expected to have an impact on the environment, particularly, if the Company’s activities result in mine development. The Company intends to conduct its activities in an environmentally responsible manner and in accordance with applicable laws.

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

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

There can be no assurances that new environmental laws, regulations or stricter enforcement policies, once implemented, will not oblige the Company to incur significant expenses

69 Prospectus

and undertake significant investments which could have a material adverse effect on the Company’s business, financial condition and results of operations.

(k) Operational Health and Safety Risk

The Company is committed to providing a healthy and safe environment for its personnel, contractors and visitors. However, mining activities have inherent risks and hazards. While the Company provides appropriate instructions, equipment, preventative measures, first aid information and training to all stakeholders through its occupational, health and safety management systems, health and safety incidents may nevertheless occur. Any illness, personal injury, death or damage to property resulting from the Company’s activities may lead to a claim against the Company.

5.3 General Investment Risks

Some of the general risks of investment which are considered beyond the control of the Company are as follows:

(a) State of Australian and International Economies

A downturn in the Australian and/or the international economy may negatively impact the performance of the Company which in turn may negatively impact the value of securities in the Company.

(b) Changes to Government Policies and Legislative Changes

Government policy and legislative changes which are outside the control of the Company may also have a negative impact on the financial performance of the Company.

(c) Movements in Local and International Stock Markets

The price of stocks in a publicly listed company can be highly volatile and the value of a company’s securities can be expected to fluctuate depending on various factors, including stock market sentiment, government policies, investor perceptions, economic conditions and market conditions which affect the retail industry. It is therefore possible that the Company’s securities will trade at below the Offer Price.

(d) Movements in Interest Rates, Currency Exchange Rates and Inflation Rates

The fluctuation of interest, currency exchange and inflation rates could negatively impact the Company’s cost of finance and operating costs and returns from the sale of extracted minerals and resources (if any).

(e) Unforeseen expenses

The Company is not aware of any expenses that it will be required to incur in the two years after listing and which it hasn’t already taken into account. However, if the Company is required to incur any such unforeseen expenses then this may adversely affect the currently proposed expenditure plan and existing budgets for the Company’s activities.

(f) Insurance Risk

The Company may, where economically practicable and available, endeavour to mitigate some business risks by procuring relevant insurance cover. However, such insurance cover may not always be available or economically justifiable and the policy provisions and exclusions may render a particular claim by the Company outside the scope of such insurance cover. While the Company will undertake all reasonable due diligence in assessing the creditworthiness of its insurance providers there will remain the risk that an insurer defaults in the legitimate claim by the Company under an insurance policy. Insurance against all risks associated with the Company’s business operations is not always available and where available the cost may be prohibitive.

(g) Unforeseen Expenses

The Company is not aware of any expenses that it will be required to incur in the two years following Admission and which it hasn’t already taken into account. However, if the Company is required to incur any such unforeseen expenses then this may adversely affect the currently proposed expenditure plan and existing budgets for the Company’s activities.

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(h) Changes in Accounting Standards

Australian Accounting Standards (AAS) are developed and implemented by the Australian Accounting Standards Board (AASB) . The AASB may introduce new or refined AAS, which may affect the measurement and recognition of balance sheet items and income statements, including revenue and receivables. Conversely, interpretations of existing AAS may differ. Changes to AAS issued by the AASB or changes to generally held views about the application of such AAS may adversely affect the performance and position reported in the Company’s financial statements.

(i) Litigation Risk

The Company is exposed to possible litigation risks including native title claims, tenure disputes, environmental claims, occupational health and safety claims and employee claims. Further, the Company may be involved in disputes with other parties in the future which may result in litigation. Any such claim or dispute if proven, may impact adversely on the Company’s operations, financial performance and financial position. The Company is not currently engaged in any litigation.

(j) Counterparty Performance

There is a risk that counterparties who have contracted with the Group do not perform their obligations pursuant to such contracts.

(k) Force Majeure

The Company’s projects now or in the future may be adversely affected by risks outside the control of the Company including labour unrest, civil disorder, war, subversive activities or sabotage, fires, floods, explosions or other catastrophes, epidemics, pandemics or quarantine restrictions (including but not limited to in connection with the COVID-19 global pandemic).

5.4 Speculative Investment

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

Therefore, the Offer Shares to be issued pursuant to this Prospectus carry no guarantee with respect to the payment of dividends, returns of capital or the market value of those Offer Shares. Prospective investors should consider that the investment in the Company is highly speculative and should consult their professional advisors before deciding whether to apply for Offer Shares pursuant to this Prospectus.

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• FINANCIAL

• [6] INFORMATION

Prospectus 72

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6.1. Introduction

The financial information of the Company contained in this Section includes the:

• (a) Reviewed historical statement of profit or loss and other comprehensive income for the period from 6 May 2020 (date of incorporation) to 31 December 2020;

• (b) Reviewed historical statement of cash flows for the period from 6 May 2020 (date of incorporation) to 31 December 2020;

• (c) Reviewed historical statement of financial position as at 31 December 2020; and (items (a) to (c) are together referred to as the ‘Historical Financial Information’)

• (d) Pro forma historical statement of financial position as at 31 December 2020 (the ‘Pro Forma Historical Financial Information’ ).

All amounts disclosed in this section are presented in Australian dollars.

The Company has a 30 June year-end for financial reporting purposes. In addition, investors should be aware that past performance is not an indication of future performance. There are no forecasts included in this financial information section.

6.2 Financial information

The financial information included in this Section 6 was prepared by management and was adopted by the Directors. The Directors are responsible for the inclusion of all financial information in this Prospectus. The bases of preparation are identified in the relevant sections.

6.3 Basis of preparation of the Historical Financial Information

The Historical Financial Information included in this section has been prepared in accordance with the measurement and recognition criteria (but not the disclosure requirements) of Australian Accounting Standards (AAS) and the summary of significant accounting policies outlined in Section 6.7. The financial information is presented in an abbreviated form in so far as it does not include all the disclosures and notes required in an annual financial report prepared in accordance with AAS and the Corporations Act.

The Historical Financial Information and Pro Forma Historical Financial Information has been prepared for the purpose of the Offer.

The Historical Financial Information of the Company has been extracted from the financial statements for the period ended 31 December 2020 which were reviewed by HLB Mann Judd (Vic) Partnership. The Pro Forma Historical Financial Information has been reviewed by HLB Mann Judd Corporate Finance Pty Ltd as set out in the Investigating Accountant’s Report (IAR) in Section 7. Investors should note the scope and limitations of the IAR.

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6.4 General factors affecting the operating results of the Company

Below is a discussion of the main factors which affected the Company’s operations and relative financial performance for the period from 6 May 2020 to 31 December 2020 which the Company expects may continue to affect it in the future. The discussion of these general factors is intended to provide a summary only and does not detail all factors that affected the Company’s historical operating and financial performance, nor everything which may affect the Company’s operations and financial performance in the future. The information in this section should also be read in conjunction with the risk factors set out in Section 5 (‘Risk Factors’) of the Prospectus, and the other information contained in this Prospectus.

6.5 Historical Financial Information – the Company

6.5.1 Reviewed Historical Statement of Profit or Loss and Other Comprehensive Income

The table below presents the Historical Statement of Profit or Loss and Other Comprehensive Income of the Company for the period from 6 May 2020 to 31 December 2020

31 December 2020	31 December 2020
Corporate and administration expenses	(54,895)
Tenement expenses	(74,815)
Net loss before income tax	(129,710)
Income tax expense	-
Net loss after income tax	(129,710)

Management Discussion and Analysis

(i) Revenue

No other revenue generated for the period from 6 May 2020 to 31 December 2020. It is likely that interest will be earned on cash balances after the capital raising.

(ii) Expenses

Expenditure is largely comprised of professional services fees and other expenditure relating to the setup and maintenance of the Company. Other than these transactions, the Company has had a limited operating history to date.

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6.5.2 Reviewed Historical Statement of Cash Flows

The table below presents the Historical Statement of Cash Flows of the Company for the period from 6 May 2020 to 31 December 2020.

31 December 2020	31 December 2020
Cash fows from operating activities
Payments to suppliers (inclusive of GST)	(63,256)
Net cash infow/(outfow) from operating activities	(63,256)
Cash fows from investing activities
Payment for exploration tenements	(34,286)
Net cash infow/(outfow) from investing activities	(34,286)
Cash fow from fnancing activities
Proceeds from issues of share capital (net of costs)	825,172
Net cash infow/(outfow) from fnancing activities	825,172
Net change in cash and cash equivalents	727,630
Cash and cash equivalents at beginning of period	-
Cash and cash equivalents at end of period	727,630

Management Discussion and Analysis

During the period, the Company’s cash flow activities were limited to the following:

Corporate administration and setup expenses;

Payments for exploration tenement acquisitions; and

The Company raised funds from the issue of 14,250,001 shares totalling $825,172 (refer to note 6.5.3 (vii)).

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6.5.3 Reviewed Historical Statement of Financial Position

The table below presents the Historical Statement of Financial Position of the Company as at 31 December 2020.

31 December 2020	31 December 2020
Current assets
Cash and cash equivalents (i)	727,630
Trade and other receivables (ii)	10,648
Other receivables (iii)	35,328
Total current assets	773,606
Exploration and Evaluation (iv)	252,491
Total non-current assets	252,491
Total assets	1,026,097
Current liabilities
Trade and other payables (v)	52,684
Provisions (vi)	80,000
Total liabilities	132,684
Net assets	893,413
Equity
Issued capital (vii)	968,172
Reserves (viii)	54,951
Accumulated losses	(129,710)
Total equity	893,413

Management Discussion and Analysis

The following commentaries and notes aim to provide an understanding of the Company’s statement of financial position as at 31 December 2020.

(i) Cash and cash equivalents

Cash on hand	1
Cash – solicitor’s trust account	727,629
Balance as at 31 December 2020	727,630

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The balance in the solicitor’s trust account was transferred to the Company’s bank account on 4 January 2021.

For further details of the cash and cash equivalents movement, refer to the statement of cash flows at Section 6.5.2.

(ii) Trade and other receivables

Other receivables	3,000
BAS receivable	7,648
Balance as at 31 December 2020	10,648

(iii) Other receivables

Deferred IPO costs	35,328
Balance as at 31 December 2020	35,328

(iv) Exploration and evaluation

Exploration and evaluation – at cost	252,491
Balance as at 31 December 2020	252,491

(v) Trade and other payables

Trade payables	26,172
Other payables	26,512
Balance as at 31 December 2020	52,684

Trade and other payables include IPO and other professional services rendered up to 31 December 2020. All trade and other payables are unsecured.

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(vi) Provisions

Deferred consideration	80,000
Balance as at 31 December 2020	80,000

(vii) Issued capital

Incorporation	1
Founder shares	6,000
Seed capital	825,000
Acquisition of Tenement Assets	140,000
Less cost of capital raised	(2,829)
Balance as at 31 December 2020	968,172

(viii) Equity reserves

Share based payment reserve	54,951
Balance as at 31 March 2018	54,951

6.6 Pro forma financial information

6.6.1 Pro forma transactions

The following transactions contemplated in this Prospectus which are to take place on or before the completion of the Offer, referred to as the pro forma adjustments, are presented as if they, together with the Offer, had occurred on or before 31 December 2020 and are set out below:

• (a) Dr Caedmon Marriott appointed as Managing Director on 29 March 2021 with a fee of $17,500 per month (exclusive of taxes and superannuation) payable from 1 April 2021 for the term of his employment and pursuant to an Executive Employment Agreement.

• (b) Separately, the Company has agreed to issue Dr Caedmon Marriott 500,000 ordinary shares and 3,000,000 Options (exercisable at 30 cents per Option) for which 50% of the options vested immediately. The shares and the vested options have been assessed to have a value of $124,250 for financial reporting purposes.

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• (c) On 26 March 2021, the Company issued 3 million options (exercisable at 30 cents/Option) to the respective nominees of each of its two founding shareholders (which has been assessed to have a combined value of $297,000 for financial reporting poses)

• (d) On 26 March 2021, the Company issued 4 million options (exercisable at 30cents/option) to the respective nominees of each of its two non-executive directors. The vested options were assessed to have a combined value of $148,500 for financial reporting purposes.

• (e) Settling the deferred cash purchase consideration of $80,000 payable to the vendors of the tenements on IPO and other accrued IPO related costs of $36,605.

• (f) Issuing a minimum 22,500,000, and maximum 27,500,000 shares at $0.20 per share to raise $4,500,000 to $5,500,000 before costs; and

• (g) For financial reporting purposes, the total expenses associated with the offer consist of cash and equity settled components and have been estimated, with the full breakdown of the offer costs set out as follows.

Items of Expenditure $Min $Max	Items of Expenditure $Min $Max	Items of Expenditure $Min $Max
Investigating Accountants Report	12,500	12,500
Legal fees	100,000	100,000
Independent Solicitors Report	15,000	15,000
Capital raising fees	528,400	588,400
Independent Technical Report	45,000	45,000
ASIC and ASX fees	70,000	80,000
Graphic design & website	20,000	20,000
Share registry fees	5,000	5,000
Other	25,000	25,000
Total Estimated Gross Expenses of the Ofer	820,900	890,900
Deferred tax asset expensed	(246,270)	(267,270)
Total Estimated Expenses of the Ofer (net of tax)	574,630	623,630
The settlement of the expenses of the ofer is estimated below:
Cash – settlement of accrued ofer costs	36,605	36,605
Cash	505,567	575,567
Re-allocate prepaid IPO	35,328	35,328
Issue of shares	30,000	30,000
Issue of options	213,400	213,400
Total Estimated Gross Expenses of the Ofer	820,900	890,900

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The pro forma historical Statement of Financial Position is intended to be illustrative only and will not reflect the actual position and balances as at the date of this Prospectus or at the conclusion of the Offer.

6.6.2 Pro Forma Historical Statement of Financial Position as at 31 December 2020

The Pro Forma Historical Statement of Financial Position as at 31 December 2020 set out below, has been prepared to illustrate the financial position of the Company, following completion of the Offer and the transactions outlined in Section 6.6.1.

Note Sub-total of proforma transactions The Company 31-Dec-20 Reviewed Impact of Ofer $Min $Min $Max $Max Total Proforma	Note Sub-total of proforma transactions The Company 31-Dec-20 Reviewed Impact of Ofer $Min $Min $Max $Max Total Proforma	Note Sub-total of proforma transactions The Company 31-Dec-20 Reviewed Impact of Ofer $Min $Min $Max $Max Total Proforma	Note Sub-total of proforma transactions The Company 31-Dec-20 Reviewed Impact of Ofer $Min $Min $Max $Max Total Proforma	Note Sub-total of proforma transactions The Company 31-Dec-20 Reviewed Impact of Ofer $Min $Min $Max $Max Total Proforma	Note Sub-total of proforma transactions The Company 31-Dec-20 Reviewed Impact of Ofer $Min $Min $Max $Max Total Proforma	Note Sub-total of proforma transactions The Company 31-Dec-20 Reviewed Impact of Ofer $Min $Min $Max $Max Total Proforma	Note Sub-total of proforma transactions The Company 31-Dec-20 Reviewed Impact of Ofer $Min $Min $Max $Max Total Proforma
Current assets
Cash and cash equivalents	1	727,630	(80,000)	3,957,828	4,887,828	4,605,458	5,535,458
Trade and other receivables		10,648				10,648	10,648
Prepayments	2	35,328		(35,328)	(35,328)	-	-
Total current assets		773,606	(80,000)	3,922,500	4,852,500	4,616,106	5,546,106
Non-current assets
Exploration & evaluation expenditure		252,491	-			252,491	252,491
Total non-current assets		252,491	-	-	-	252,491	252,491
Total assets		1,026,097	(80,000)	3,922,500	4,852,500	4,868,597	5,798,597
Current liabilities
Trade and other payables	3a	52,684		(36,605)	(36,605)	16,079	16,079
Provision	3b	80,000	(80,000)	-	-	-	-
Total current liabilities		132,684	(80,000)	(36,605)	(36,605)	16,079	16,079
Net Assets		893,413	-	3,959,105	4,889,105	4,852,518	5,782,518
Equity
Issued capital	4	968,172	50,000	3,991,975	4,942,975	5,010,147	5,961,147
Reserves	5	54,951	519,750	213,400	213,400	788,101	788,101
Retained Earnings/ (Accumulated losses)	6	(129,710)	(569,750)	(246,270)	(267,270)	(945,730)	(966,730)
Total equity		893,413	-	3,959,105	4,889,105	4,852,518	5,782,518

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Note 1 – Cash and cash equivalents

$Min $Max	$Min $Max	$Min $Max
Balance as at 31 December 2020	727,630	727,630
Settlement of the deferred cash purchase consideration	(80,000)	(80,000)
Pro-forma transactions subtotal	(80,000)	(80,000)
Proceeds from shares issued under the Ofer	4,500,000	5,500,000
Cash payments for Ofer costs	(542,172)	(612,172)
Impact of Ofer subtotal	3,957,828	4,887,828
Total proforma balance	4,605,458	5,535,458

Note 2 – Prepayments

$Min $Max	$Min $Max	$Min $Max
Balance as at 31 December 2020	35,328	35,328
Pro-forma transactions subtotal	-	-
Reallocate prepaid IPO costs to equity	(35,328)	(35,328)
Pro-forma transaction subtotal	(35,328)	(35,328)
Total proforma balance	-	-

Note 3a – Trade and other payables

$Min $Max	$Min $Max	$Min $Max
Balance as at 31 December 2020	52,684	52,684
Pro-forma transactions subtotal	-	-
Cash payment of accrued Ofer costs	(36,605)	(36,605)
Pro-forma transaction subtotal	(36,605)	(36,605)
Totalproforma balance	16,079	16,079

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Note 3b – Provision

$Min $Max	$Min $Max	$Min $Max
Balance as at 31 December 2020	80,000	80,000
Settlement of the deferred cash purchase consideration	(80,000)	(80,000)
Pro-forma transaction subtotal	(80,000)	(80,000)
Cash payment of accrued ofer costs	-	-
Pro-forma transaction subtotal	-	-
Total proforma balance	-	-

Note 4 – Issued capital

$Min $Max	$Min $Max	$Min $Max
Balance as at 31 December 2020	968,172	968,172
Issue of shares - appointment of managing director	50,000	50,000
Pro-forma transaction subtotal	50,000	50,000
Issue of shares	4,530,000	5,530,000
Transaction costs - prepayment	(35,328)	(35,328)
Transaction costs – cash payment	(505,567)	(575,567)
Transaction costs - options & shares	(243,400)	(243,400)
Tax efect of transaction costs expensed	246,270	267,270
Impact of ofer subtotal	3,991,975	4,942,975
Total proforma balance	5,010,147	5,961,147

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Note 5 – Reserve

$Min $Max	$Min $Max	$Min $Max
Balance as at 31 December 2020	54,951	54,951
Issue of options to managing director	74,250	74,250
Issue of options to founding shareholders	297,000	297,000
Issue of options to non-executive-directors	148,500	148,500
Pro-forma transaction subtotal	519,750	519,750
Issue of options to lead manager	213,400	213,400
Impact of ofer subtotal	213,400	213,400
Total proforma balance	788,101	788,101

Note 6 - Retained Earnings / (Accumulated losses)

$Min $Max	$Min $Max	$Min $Max
Balance as at 31 December 2020	(129,710)	(129,710)
Issue of options & shares to managing director	(124,250)	(124,250)
Issue of options to founding shareholders	(297,000)	(297,000)
Issue of options to non-executive directors	(148,500)	(148,500)
Pro-forma transactions subtotal	(569,750)	(569,750)
Expensing of DTA on listing costs	(246,270)	(267,270)
Impact of ofer subtotal	(246,270)	(267,270)
Total proforma balance	(945,730)	(966,730)

6.6.3 Subsequent Events

Other than the following, and the matters referenced in Section 6.6.1 (a) to (d) the Directors are not aware of any significant events since the end of the reporting period:

On 12 April 2021 the Company completed its conversion into a unlisted public company.

The Company’s unaudited cash balance was $636,492 as at 31 March 2021.

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6.7 Summary of Significant Accounting Policies

A summary of significant accounting policies which have been adopted in the preparation of the Historical Financial Information and Pro Forma Historical Financial Information, and which will be adopted and applied in preparation of the annual financial statements of the Company for the period ending 30 June 2021 and subsequent years, is set out as follows:

(a) Basis of Preparation of Accounts

The Pro Forma Historical Statement of Financial Position has been prepared in accordance with Australian Accounting Standards (AAS), Interpretations and other authoritative pronouncements of the Australian Accounting Standards Board (AASB) and the Corporations Act (as modified for inclusion in the Prospectus).

AAS set out accounting policies that the AASB have concluded would result in a financial report containing relevant and reliable information about transactions, events and conditions to which they apply. Compliance with AAS ensures that the financial statements and notes also comply with International Financial Reporting Standards.

The financial information presented in the Prospectus is presented in an abbreviated form and does not contain all the disclosures that are usually provided in an annual report prepared in accordance with the Corporations Act. The Pro Forma Historical Statement of Financial Position has been prepared on the basis of the assumptions outlined in Section 6.6.

The Pro Forma Historical Statement of Financial Position has been prepared on an accrual 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.

The Pro Forma Historical Statement of Financial Position has been prepared for Western Mines Group Ltd, being a public company limited by shares incorporated and domiciled in Australia. The Company is a for-profit entity for financial reporting purposes under AAS.

(b) Income Tax

The income tax expense/(income) for the year comprises current income tax expense/(income) and deferred tax expense/(income).

Current income tax expense charged to profit or loss is the tax payable on taxable income. Current tax assets/(liabilities) are measured at the amounts expected to be recovered from/(paid to) the relevant taxation authority.

Deferred income tax expense reflects movements in deferred tax asset and deferred tax liability balances during the year as well as unused tax losses.

Current and deferred income tax expense/(income) is charged or credited outside profit or loss when the tax relates to items that are recognised outside profit or loss.

Except for business combinations, no deferred income tax is recognised from the initial recognition of an asset or liability where there is no effect on accounting or taxable profit or loss.

Deferred tax assets and liabilities are calculated at the tax rates that are expected to apply to the period when the asset is realised or the liability is settled and their measurement also reflects the manner in which management expects to recover or settle the carrying amount of the related asset or liability. With respect to non-depreciable items of property, plant and equipment measured at fair value and items of investment property measured at fair value, the related deferred tax liability or deferred tax asset is measured on the basis that the carrying amount of the asset will be recovered entirely through sale. When an investment property that is depreciable is held by the company in a business model whose objective is to consume substantially all of the economic benefits embodied in the property through use over time (rather than through sale), the related deferred tax liability or deferred tax asset is measured on the basis that the carrying amount of such property will be recovered entirely through use.

Deferred tax assets relating to temporary differences and unused tax losses are recognised only to the extent that it is probable that future

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taxable profit will be available against which the benefits of the deferred tax asset can be utilised.

Where temporary differences exist in relation to investments in subsidiaries, branches, associates and joint ventures, deferred tax assets and liabilities are not recognised where the timing of the reversal of the temporary difference can be controlled and it is not probable that the reversal will occur in the foreseeable future.

As fair value is a market-based measure, the closest equivalent observable market pricing information is used to determine fair value. Adjustments to market values may be made having regard to the characteristics of the specific asset or liability. The fair values of assets and liabilities that are not traded in an active market are determined using one or more valuation techniques. These valuation techniques maximise, to the extent possible, the use of observable market data.

Current tax assets and liabilities are offset where a legally enforceable right of set-off exists and it is intended that net settlement or simultaneous realisation and settlement of the respective asset and liability will occur. Deferred tax assets and liabilities are offset where: (a) a legally enforceable right of set-off exists; and (b) the deferred tax assets and liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities, where it is intended that net settlement or simultaneous realisation and settlement of the respective asset and liability will occur in future periods in which significant amounts of deferred tax assets or liabilities are expected to be recovered or settled.

(c) Fair Value of Assets and Liabilities

The Company measures some of its assets and liabilities at fair value on either a recurring or nonrecurring basis, depending on the requirements of the applicable AAS.

Fair value is the price the Company would receive to sell an asset or would have to pay to transfer a liability in an orderly (i.e. unforced) transaction between independent, knowledgeable and willing market participants at the measurement date.

To the extent possible, market information is extracted from either the principal market for the asset or liability (i.e. the market with the greatest volume and level of activity for the asset or liability) or, in the absence of such a market, the most advantageous market available to the entity at the end of the reporting period (i.e. the market that maximises the receipts from the sale of the asset or minimises the payments made to transfer the liability, after taking into account transaction costs and transport costs).

For non-financial assets, the fair value measurement also takes into account a market participant’s ability to use the asset in its highest and best use or to sell it to another market participant that would use the asset in its highest and best use.

The fair value of liabilities and the entity’s own equity instruments (excluding those related to share-based payment arrangements) may be valued, where there is no observable market price in relation to the transfer of such financial instrument, by reference to observable market information where such instruments are held as assets. Where this information is not available, other valuation techniques are adopted and, where

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significant, are detailed in the respective note to the financial statements.

(d) Leases

Leases of fixed assets, where substantially all the risks and benefits incidental to the ownership of the asset – but not the legal ownership – are transferred to the Company, are classified as finance leases.

Finance leases are capitalised by recognising an asset and a liability at the lower of the amounts equal to the fair value of the leased property or the present value of the minimum lease payments, including any guaranteed residual values. Lease payments are allocated between the reduction of the lease liability and the lease interest expense for the period.

Leased assets are depreciated on a straight-line basis over the shorter of their estimated useful lives or the lease term.

Lease payments for operating leases, where substantially all the risks and benefits remain with the lessor, are recognised as expenses on a straight-line basis over the lease term.

Lease incentives under operating leases are recognised as a liability and amortised on a straight-line basis over the lease term.

(e) Financial Instruments

Initial Recognition and Measurement

Financial assets and financial liabilities are recognised when the Company becomes a party to the contractual provisions of the instrument. For financial assets, this is equivalent to the date that the Company commits itself to either purchase or sell the asset (i.e. trade date accounting is adopted).

Financial instruments are initially measured at fair value plus transaction costs, except where the instrument is classified “at fair value through profit or loss”, in which case transaction costs are recognised as expenses in profit or loss immediately.

Classification and Subsequent Measurement

Financial instruments are subsequently measured at fair value, at amortised cost using the effective interest method or at cost. Where available, quoted prices in an active market are used to determine fair value. In other circumstances, valuation techniques are adopted.

Amortised cost is calculated as the amount at which the financial asset or financial liability is measured at initial recognition less principal repayments and any reduction for impairment, and adjusted for any cumulative amortisation of the difference between that initial amount and the maturity amount calculated using the effective interest method.

The effective interest method is used to allocate interest income or interest expense over the relevant period and is equivalent to the rate that exactly discounts estimated future cash payments or receipts (including fees, transaction costs and other premiums or discounts) through the expected life (or when this cannot be reliably predicted, the contractual term) of the financial instrument to the net carrying amount of the financial asset or financial liability. Revisions to expected future net cash flows will necessitate an adjustment to the carrying amount with a consequential recognition of an income or expense item in profit or loss.

Prospectus 86

(i) Loans and Receivables

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market and are subsequently measured at amortised cost. Gains or losses are recognised in profit or loss through the amortisation process and when the financial asset is derecognised.

(ii) Held-to-Maturity Investments

Held-to-maturity investments are non-derivative financial assets that have fixed maturities and fixed or determinable payments, and it is the Company’s intention to hold these investments to maturity. They are subsequently measured at amortised cost. Gains or losses are recognised in profit or loss through the amortisation process and when the financial asset is derecognised.

(iii) Financial Liabilities

Non-derivative financial liabilities other than financial guarantees are subsequently measured at amortised cost. Gains or losses are recognised in profit or loss through the amortisation process and when the financial liability is derecognised.

Impairment

At the end of each reporting period, the Company assesses whether there is objective evidence that a financial asset has been impaired. A financial asset (or a group of financial assets) is deemed to be impaired if, and only if, there is objective evidence of impairment as a result of one or more events (a “loss event”) having occurred, which has an impact on the estimated future cash flows of the financial asset(s).

In the case of financial assets carried at amortised cost, loss events may include: indications that the debtors or a group of debtors are experiencing significant financial difficulty, default or delinquency in interest or principal payments; indications that they will enter bankruptcy or other financial reorganisation; and changes in arrears or economic conditions that correlate with defaults.

For financial assets carried at amortised cost (including loans and receivables), a separate allowance account is used to reduce the carrying amount of financial assets impaired by credit losses. After having taken all possible measures of recovery, if management establishes that the carrying amount cannot be recovered by any means, at that point the written-off amounts are charged to the allowance account or the carrying amount of impaired financial assets is reduced directly if no impairment amount was previously recognised in the allowance account.

When the terms of financial assets that would otherwise have been past due or impaired have been renegotiated, the Company recognises the impairment for such financial assets by taking into account the original terms as if the terms have not been renegotiated so that the loss events that have occurred are duly considered.

(f) Impairment of Assets

At the end of each reporting period, the Company assesses whether there is any indication that an asset may be impaired. The assessment will include considering external sources of information and internal sources of information. If such an indication exists, an impairment test is carried

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out on the asset by comparing the recoverable amount of the asset, being the higher of the asset’s fair value less costs of disposal and value in use to the asset’s carrying amount. Any excess of the asset’s carrying amount over its recoverable amount is recognised immediately in profit or loss, unless the asset is carried at a revalued amount in accordance with another AAS (e.g. in accordance with the revaluation model in AASB 116: Property, Plant and Equipment). Any impairment loss of a revalued asset is treated as a revaluation decrease in accordance with that other AAS.

Where it is not possible to estimate the recoverable amount of an individual asset, the Company estimates the recoverable amount of the cashgenerating unit to which the asset belongs.

Impairment testing is performed annually for goodwill and intangible assets with indefinite lives.

(g) Employee Benefits

Short-Term Employee Benefits

Provision is made for the Company’s obligation for short-term employee benefits. Short-term employee benefits are benefits (other than termination benefits) that are expected to be settled wholly before 12 months after the end of the annual reporting period in which the employees render the related service, including wages and salaries. Short-term employee benefits are measured at the (undiscounted) amounts expected to be paid when the obligation is settled.

Long-Term Employee Benefits

Provision is made for employees’ long service leave and annual leave entitlements not expected to be settled wholly within 12 months after the end of the annual reporting period in which the employees render the related service. Other long-term employee benefits are measured at the present value of the expected future payments to be made to employees. Expected future payments incorporate anticipated future wage and salary levels, durations of service and employee departures and are discounted at rates determined by reference to market yields at the end of the reporting period on government bonds that have maturity dates that approximate the terms of the obligations. Upon the re-measurement of obligations for other long-term employee benefits, the net change in the obligation is recognised in profit or loss as a part of employee benefits expense.

The Company’s obligations for long-term employee benefits are presented as non-current provisions in its statement of financial position, except where the Company does not have an unconditional right to defer settlement for at least 12 months after the end of the reporting period, in which case the obligations are presented as current provisions.

The Company’s obligations for short-term employee benefits such as wages and salaries are recognised as a part of current trade and other payables in the statement of financial position.

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Equity Settled Compensation

The Company has provided share-based compensation to its employees. Share-based payments to employees are measured at the fair value of the instruments issued and amortised over the vesting periods. Share-based payments to non-employees are measured at the fair value of goods or services received or the fair value of the equity instruments issued, if it is determined the fair value of the goods or services cannot be reliably measured, and are recorded at the date the goods or services are received. The corresponding amount is recorded to the option reserve. The fair value of options is determined using the BlackScholes pricing model. The number of shares and options expected to vest is reviewed and adjusted at the end of each reporting period such that the amount recognised for services received as consideration for the equity instruments granted is based on the number of equity instruments that eventually vest.

(j) Revenue and Other Income

Revenue is measured at the fair value of the consideration received or receivable after taking into account any trade discounts and volume rebates allowed. Any consideration deferred is treated as the provision of finance and is discounted at a rate of interest that is generally accepted in the market for similar arrangements. The difference between the amount initially recognised and the amount ultimately received is interest revenue.

Interest revenue is recognised using the effective interest method, which for floating rate financial assets is the rate inherent in the instrument. Dividend revenue is recognised when the right to receive a dividend has been established.

All revenue is stated net of the amount of goods and services tax.

(k) Trade and Other Receivables

(h) Provisions

Provisions are recognised when the Company has a legal or constructive obligation, as a result of past events, for which it is probable that an outflow of economic benefits will result and that outflow can be reliably measured. Provisions are measured using the best estimate of the amounts required to settle the obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation. If the time value of money is material, provisions are discounted using a pre-tax rate specific to the liability. The increase in the provision resulting from the passage of time is recognised as a finance cost.

(i) Cash and Cash Equivalents

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

Trade and other receivables include amounts due from customers for goods sold and services performed in the ordinary course of business. Receivables expected to be collected within 12 months of the end of the reporting period are classified as current assets. All other receivables are classified as non-current assets.

Trade and other receivables are initially recognised at fair value and subsequently measured at amortised cost using the effective interest method, less any provision for impairment. Refer to Section 6.7 (e) for further discussion on the determination of impairment losses.

(l) Trade and Other Payables

Trade and other payables represent the liabilities for goods and services received by the Company that remain unpaid at the end of the reporting period. Due to their short-term nature they are measured at amortised cost and are not discounted. The balance is recognised as a current liability with the amounts normally paid within 30 days of recognition of the liability.

89 Prospectus

(m) Goods and Services Tax (GST)

Revenues, expenses and assets are recognised net of the amount of GST, except where the amount of GST incurred is not recoverable from the Australian Taxation Office (ATO).

Receivables and payables are stated inclusive of the amount of GST receivable or payable. The net amount of GST recoverable from, or payable to, the ATO is included with other receivables or payables in the statement of financial position.

Cash flows are presented on a gross basis. The GST components of cash flows arising from investing or financing activities, which are recoverable from or payable to the ATO, are presented as operating cash flows included in receipts from customers or payments to suppliers.

the life of the project from when exploration commences and are included in the costs of that stage. Site restoration costs include the dismantling and removal of mining plant, equipment and building structures, waste removal, and rehabilitation of the site in accordance with local laws and regulations and clauses of the permits. Such costs have been determined using estimates of future costs, current legal requirements and technology on an undiscounted basis.

Any changes in the estimates for such restoration costs are accounted for on a prospective basis. In determining the costs of site restoration, there is uncertainty regarding the nature and extent of the restoration due to community expectations and future legislation. Accordingly, the costs have been determined on the basis that the restoration will be completed within one year of abandoning the site.

(n) Exploration and Evaluation Expenditure

Exploration, evaluation and development expenditures incurred are capitalised in respect of each identifiable area of interest. These costs are only capitalised to the extent that they are expected to be recovered through the successful development of the area or where activities in the area have not yet reached a stage that permits reasonable assessment of the existence of economically recoverable reserves.

Accumulated costs in relation to an abandoned area are written-off in full against profit or loss in the year in which the decision to abandon the area is made.

When production commences, the accumulated costs for the relevant area of interest are amortised over the life of the area according to the rate of depletion of the economically recoverable reserves.

A regular review is undertaken of each area of interest to determine the appropriateness of continuing to capitalise costs in relation to that area.

Costs of site restoration are provided for over

(o) Share-based Payments

Equity settled share-based payments in return for goods and services are measured at the fair value of the goods and services received, except when the fair value cannot be estimated reliably, in which case they are measured at the fair value of the equity instrument.

Equity-settled and cash-settled share-based compensation benefits are provided to employees.

Equity-settled transactions are awards of shares, or options over shares, that are provided to employees in exchange for the rendering of services. Cash-settled transactions are awards of cash for the exchange of services, where the amount of cash is determined by reference to the share price.

The cost of equity-settled transactions are measured at fair value on grant date. Fair value is independently determined using either the Binomial or Black-Scholes option pricing model that takes into account the exercise price, the term of the option, the impact of dilution, the share price at grant date and expected price volatility of

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the underlying share, the expected dividend yield and the risk free interest rate for the term of the option, together with non-vesting conditions that do not determine whether the company receives the services that entitle the employees to receive payment. No account is taken of any other vesting conditions.

The cost of equity-settled transactions are recognised as an expense with a corresponding increase in equity over the vesting period. The cumulative charge to profit or loss is calculated based on the grant date fair value of the award, the best estimate of the number of awards that are likely to vest and the expired portion of the vesting period. The amount recognised in profit or loss for the period is the cumulative amount calculated at each reporting date less amounts already recognised in previous periods.

The cost of cash-settled transactions is initially, and at each reporting date until vested, determined by applying either the Binomial or Black-Scholes option pricing model, taking into consideration the terms and conditions on which the award was granted. The cumulative charge to profit or loss until settlement of the liability is calculated as follows:

During the vesting period, the liability at each reporting date is the fair value of the award at that date multiplied by the expired portion of the vesting period

From the end of the vesting period until settlement of the award, the liability is the full fair value of the liability at the reporting date

All changes in the liability are recognised in profit or loss. The ultimate cost of cash-settled transactions is the cash paid to settle the liability.

Market conditions are taken into consideration in determining fair value. Therefore any awards subject to market conditions are considered to vest irrespective of whether or not that market condition has been met, provided all other conditions are satisfied.

If equity-settled awards are modified, as a minimum an expense is recognised as if the modification has not been made. An additional expense is recognised, over the remaining vesting period, for any modification that increases the total fair value of the share-based compensation benefit as at the date of modification.

If the non-vesting condition is within the control of the company or employee, the failure to satisfy the condition is treated as a cancellation. If the condition is not within the control of the company or employee and is not satisfied during the vesting period, any remaining expense for the award is recognised over the remaining vesting period, unless the award is forfeited.

If equity-settled awards are cancelled, it is treated as if it has vested on the date of cancellation, and any remaining expense is recognised immediately. If a new replacement award is substituted for the cancelled award, the cancelled and new award is treated as if they were a modification.

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(p) Going Concern

During the period ended 31 December 2020, the Company incurred a loss from ordinary activities of $129,710 and expended net operating cash outflow for the period of $63,256. As at 31 March 2021, its cash balance was $636,492 and the minimum expenditure commitment of the acquired tenements was $181,520. In addition, the Company has assumed all environmental and rehabilitation obligations in respect of the tenements.

The directors are satisfied with Company’s current financial position and are of the view that the continued application of the going concern basis of accounting is appropriate due to the following factors:

In the event that the Company is unsuccessful in implementing the above-stated initiatives, a material uncertainty exists, that may cast significant doubt on the Company’s ability to continue as a going concern and its ability to recover assets and discharge liabilities in the normal course of business and at the amounts shown in the financial report.

The financial report does not include any adjustments relating to the recoverability and classification of recorded asset amounts or to the amounts and classification of liabilities that might be necessarily incurred should the Company not continue as a going concern.

The Company is in the process of completing its initial public offering on the Australian Securities Exchange (ASX) and is seeking to raise circa $4.5 million and $5.5 million before costs, with the process progressing as planned; and

• Should the Company not succeed with its planned IPO, the directors are able to selectively manage and reduce the Company’s cash outflow to manage the Company’s cash position, as well as consider alternative fund-raising arrangements to provide the Company with the necessary cashflow required.

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INVESTIGATING ACCOUNTANT’S[7] REPORT

93 Prospectus

6 May 2021 The Board of Directors Western Mines Group Ltd C/- Moray & Agnew Lawyers Level 6, 505 Little Collins St MELBOURNE VIC 3000

Dear Board members,

Independent Limited Assurance Report on Western Mines Group Ltd’s historical and pro forma historical financial information

7.1 Introduction

We have been engaged by Western Mines Group Ltd ("the Company") to report on the historical financial information and the pro forma historical financial information of the Company for inclusion in the prospectus (“the Prospectus”) dated on or about 6 May 2021 and relating to the issue of a minimum of 22.5 million ordinary shares and a maximum of 27.5 million ordinary shares at an application price of $0.20 per share in the Company and listing on the Australian Securities Exchange (“the ASX”) ("the Offer").

Expressions and terms defined in the Prospectus have the same meaning in this report.

The nature of this report is such that it can only be issued by an entity which holds an Australian Financial Services License under the Corporations Act 2001 . HLB Mann Judd Corporate Finance Pty Ltd (“HLB Mann Judd”) holds an appropriate Australian Financial Services License (AFS License Number 240988) under the Corporations Act 2001 . Refer to our Financial Services Guide included as part 2 of this report.

7.2 Scope

7.2.1 Historical Financial Information

You have requested HLB Mann Judd to review the historical financial information, as set out in Sections 6.5.1 to 6.5.3 of the Prospectus comprising:

• The historical statement of profit or loss and other comprehensive income for the period from the date of incorporation (6 May 2020) to 31 December 2020;

• The historical statement of cash flows for the period from the date of incorporation (6 May 2020) to 31 December 2020; and

• The historical statement of financial position as at 31 December 2020.

The historical financial information has been prepared in accordance with the stated basis of preparation, being the recognition and measurement principles contained in Australian Accounting Standards (“AAS”) and the Company’s adopted accounting policies as outlined in section 6.7 of the prospectus. The historical financial information of the Company has been extracted from the reviewed financial report for the period ended 31 December 2020. HLB Mann Judd (Vic Partnership) performed

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the review and issued an unmodified review report on the Company’s financial statements, for the financial period ended 31 December 2020, with the review report containing a material uncertainty related to going concern paragraph and an emphasis of matter paragraph related to the basis of accounting. The historical financial information is presented in the Prospectus in an abbreviated form, in so far as it does not include all of the presentation and disclosure required by AAS and other regulatory professional reporting requirements appropriate to general purpose financial reports prepared in accordance with the Corporations Act 2001 .

7.2.2 Pro Forma historical financial information

You have requested HLB Mann Judd to review the pro forma historical statement of financial position as at 31 December 2020 included in Section 6.6 of the Prospectus, referred to as "the pro forma historical financial information".

The pro forma historical financial information has been derived from the historical financial information of the Company, after adjusting for the effects of pro forma adjustments described in section 6.6.1 of the Prospectus. The stated basis of preparation is the recognition and measurement principles contained in AAS applied to the historical financial information and the event(s) or transaction(s) to which the pro forma adjustments relate, as described in section 6.6.1 of the Prospectus, as if those event(s) or transaction(s) had occurred as at 31 December 2020. Due to its nature, the pro forma historical financial information does not represent the Company’s actual or prospective financial position and financial performance.

7.3 Directors' responsibility

The directors of the Company 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.

7.4 Our responsibility

Our responsibility is to express a limited assurance conclusion on the financial information based on the procedures performed and the evidence we have obtained. We have conducted our engagement in accordance with the Standard on Assurance Engagement ASAE 3450 Assurance Engagements involving Corporate Fundraisings and/or Prospective Financial Information .

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

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

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7.5 Conclusions

7.5.1 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, as described in sections 6.5.1 to 6.5.3 of the Prospectus, comprising:

• The historical statement of profit or loss and other comprehensive income for the period from the date of incorporation to 31 December 2020;

• The historical statement of cash flows for the period from the date of incorporation to 31 December 2020; and

• The historical statement of financial position as at 31 December 2020

is not presented fairly, in all material respects, in accordance with the stated basis of preparation, as described in section 6.3 of the Prospectus.

7.5.2 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 as outlined in section 6.6.2 of the Prospectus, being the proforma historical statement of financial position as at 31 December 2020 is not presented fairly in all material respects, in accordance with the stated basis of preparation as described in section 6.3 of the Prospectus.

7.6 Restriction on Use

Without modifying our conclusions, we draw attention to sections 6.1 to 6.3 of the Prospectus, which describes the purpose of the financial information, being for inclusion in the Prospectus. As a result, the financial information may not be suitable for use for another purpose.

We disclaim any responsibility for any reliance on the report or the financial information to which it relates for any purpose other than that for which it was prepared. This report should be read in conjunction with the full Prospectus.

7.7 Consent

HLB Mann Judd has consented to the inclusion of this assurance report in the Prospectus in the form and context which it is included. At the date of this report, this consent has not been withdrawn.

7.8 Disclosure of Interests

HLB Mann Judd has no financial or other interest that could reasonably be regarded as affecting our ability to give an unbiased conclusion on the matters that are subject of this report for which normal professional fees will be received. No director of HLB Mann Judd or any individuals involved with the preparation of this report have any interest in the outcome of the Offer other than the preparation of this report and participation in due diligence procedures for which normal professional fees will be received.

Our associated entity, HLB Mann Judd (Vic Partnership) acts as the auditor of the Company and, from time to time, provides the Company with certain professional services where it is considered that our independence is not affected for which normal professional fees are received.

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7.9 Liability

The liability of HLB Mann Judd is limited to the inclusion of this report in the Prospectus. Unless specifically referred to in this Report, or elsewhere in the Prospectus, HLB Mann Judd was not involved in the preparation of any other part of the Prospectus and did not cause the issue of any other part of the Prospectus. Accordingly, HLB Mann Judd makes no representations or warranties as to the completeness or accuracy of the information contained in any other part of the Prospectus. 7.10 Financial Services Guide We have included our Financial Services Guide as part 2 of this report. The Financial Services Guide is designed to assist retail clients in their use of any general financial product advice in our report.

Yours faithfully HLB Mann Judd Corporate Finance Pty Ltd Jude Lau Director

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Part 2 Financial Services Guide

What is the purpose of this Financial Services Guide?

This Financial Services Guide (FSG) provides you with information about us to help you decided whether to use the services that we offer. It explains:

• The services offered by us;

• How instructions may be provided to us;  How we are remunerated; and  The details of our internal and external complaints handling procedures and how you can access them.

• This FSG is provided by HLB Mann Judd Corporate Finance Pty Ltd (AFSL: 240988). In this FSG, each of the companies is referred to as “we”, “our” or “us”, and collectively referred to as “HLB Mann Judd”

What Services can we provide?

• Under our AFS licence authorisation, we may carry on a financial services business to provide:  financial product advice on basic deposit products, securities, derivatives limited to old law securities options contracts and warrants, and

• dealing services in respect of the above financial products.

Collectively these are referred to as “Services”. HLB Mann Judd provides corporate finance services including valuations and merger and acquisition advice. This includes capital raising, strategic option analysis and financial modelling.

Will you provide me with advice which is suitable to my needs and financial circumstances?

We provide general financial product advice only, not personal financial product advice because the advice has been prepared without taking into consideration your personal objectives, financial situation or needs. You should consider the appropriateness of the advice, having regards to your objectives, financial situation and needs before acting on the advice.

We are authorised to provide you with personal advice in relation to basic deposit products, securities and derivatives limited to old law securities options contracts and warrants. We may not provide advice of any kind in relation to any other interest, financial products or other investments.

Generally, if personal advice is given – that is, the advice that takes into account your particular circumstances, financial situation and needs, you would be provided with a Statement of Advice (SOA) / Statement of Additional Advice (SOAA) in accordance with the requirements of the Corporations Act. The SOA/SOAA would contain the advice, the basis on which it is given and the information about fees, commissions and associations which may have influenced the provision of the advice.

In some circumstances, SOA or SOAA is not required to be given. In this case, a Record of Advice (ROA) documenting the personal advice is to be given. You may request a copy of the ROA from your adviser up to 7 years after the advice has been given.

If a recommendation to acquire a particular financial product is made, you would be provided with a Product Disclosure Statement containing information about the particular product, which will enable you to make an informed decision in relation to purchasing that product. How do I give information to HLB Mann Judd? You can give us information by telephone, post, fax or email, using the details provided below. In some cases, however, you will need to complete and return certain documents, such as application form and client identification form.

Our staff are paid a salary and may be entitled to receive bonuses or non-monetary benefits. These bonus payments are not an additional cost to you.

The fees and charges that you pay to us may ultimately benefit our employees, directors or other associates of our authorising licensee or its authorised representatives.

What fee does the person who referred me receive?

We do not currently pay a fee to any person who refers you to use our Services. However, we may enter into referral arrangements with such parties in the future. Any fees or commissions payable for the referral will be disclosed to you. Furthermore, we may receive payments for referring you to other service providers or product issuers.

Disclosure of Interest

We may provide services in relation to products and services provided by other product issuers or invest in those products ourselves. To the extent permitted by law, we may receive fees and other benefits from these product issuers as a result of you investing in one of their products or using one of their services. We may pay to, or receive fees or commissions from, third parties to the extent permitted by law.

Except as disclosed in this FSG, we do not have any relationships or associations which might reasonably be expected to be capable of influencing the way we provide our Services to you.

Compensation Arrangements We are covered by our professional indemnity insurance in place that complies with section 912B of the Corporations Act and ASIC Regulatory Guide 126.

Who can I complain to if I have a complaint about the Services provided to me?

• If you have a complaint about the Services provided to you, you should take the following steps: 1. Contact us and tell us your complaint. If your complaint is not satisfactorily resolved within seven days, please call our complaints Manager on (03) 9606 3888.

• 1. Alternatively, you can put your complaint in writing and forward it to: The Complaints Manager HLB Mann Judd Corporate Finance Level 9, 575 Bourke Street, Melbourne VIC 3000 Tel: (03) 9606 3888 Fax: (03) 9606 3800 Email: jreidy@hlbvic.com.au
• 1. We will endeavour to investigate and resolve your complaint and communicate our decision to you within 45 days. If you still do not get a satisfactory outcome, you may be able to lodge a complaint with The Financial Ombudsman Service (FOS). You can write to FOS at GPO Box 3, Melbourne VIC 3001 or call them on 1300 780 808 or visit www.fos.or.au

HLB Mann Judd Corporate Finance Pty Ltd (AFS Licence 240988) Level 9, 575 Bourke Street, Melbourne VIC 3000 Tel: (03) 9606 3888 Fax: (03) 9606 3800 Email: jreidy@hlbvic.com.au

Date Issued: 6 May 2021

How does HLB Mann Judd get paid for its Services? HLB Mann Judd payments come from fees generated from the provision of Services.

The fees will vary depending on the services provided, the complexity and nature of the services and other factors such as the size of the transaction. The fees will be negotiated on a case by case basis and will be clearly disclosed to you in our engagement letter.

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INDEPENDENT TECHNICAL[8] ASSESSMENT REPORT

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• 9 SOLICITOR’S REPORT ON TENEMENTS

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6 May 2021 Your Ref: Our Ref: TAH:JPM:5364-01 Contact: Toby Hicks Partner thicks@steinpag.com.au Western Mines Group Limited c/- Moray & Agnew Level 6 505 Little Collins Street MELBOURNE VIC 3000

Dear Sirs

SOLICITOR’S REPORT ON TENEMENTS

This Report is prepared for inclusion in a prospectus for the initial public offer of between 22,500,000 and 27,500,000 shares in the capital of Western Mines Group Limited (ACN 640 738 834) ( Company ) at an issue price of 20 cents per share to raise between $4,500,000 and $5,500,000 ( Prospectus ).

1. SCOPE

We have been requested to report on certain mining tenements in which the Company has an interest (the Tenements ). The Tenements are located in Western Australia. Details of the Tenements are set out in Part I of this Report.

This Report is limited to the Searches (as defined below) set out in section 2 of this Report.

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2. SEARCHES
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For the purposes of this Report, we have conducted searches and made enquiries in respect of all of the Tenements as follows ( Searches ):

(a) we have obtained mining tenement register searches of the Tenements from the registers maintained by the Western Australian Department of Mines, Industry Regulation and Safety ( DMIRS ) ( Tenement Searches ). These searches

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Western	Mines	Group Limited Page 2
6 May2021
		were conducted on 4 February, 26 February and 16 April 2021. Key details on
		the status of the Tenements are set out in Part I of this Report;
	(b)	we have obtained results of searches of the schedule of native title
		applications, register of native title claims, national native title register, register
		of indigenous land use agreements and national land use agreements as
		maintained by the National Native Title Tribunal (NNTT) for any native title
		claims (registered or unregistered), native title determinations and indigenous
		land use agreements (ILUAs) that overlap or apply to the Tenements. This
		material was obtained on 8 February, 26 February and 20 April 2021. Details of
		any native title claims (registered or unregistered), native title determinations
		and ILUAs are set out in section 6 of this Report and Part II of this Report;
	(c)	we have obtained searches from the online Aboriginal Heritage Inquiry
		System maintained by the Department of Planning, Lands and Heritage
		(DPLH) for any Aboriginal sites registered on the Western Australian Register of
		Aboriginal sites over the Tenements (Heritage Searches). These searches were
		conducted on 4 February, 26 February and 16 April 2021. Details of any
		Aboriginal Sites are set out in Part II of this Report;
	(d)	we have obtained quick appraisal user searches of Tengraph which is
		maintained by the DMIRS to obtain details of features or interests affecting
		the Tenements (Tengraph Searches). These searches were conducted on
		4 February, 26 February and 16 April 2021. Details of any material issues
		identified from the Tengraph Searches are set out in the notes to Part 1 of this
		Report; and
	(e)	we have reviewed all material agreements relating to the Tenements
		provided to us or registered as dealings against the Tenements as at the date
		of the Tenement Searches and have summarised the material terms (details
		of which are set out in Part III of this Report).
2.	OPINION
	As a result of our Searches, but subject to the assumptions and qualifications set out in
	this Report, we are of the view that, as at the date of the relevant Searches this Report
	provides an accurate statement as to:
	(a)	Company’s interest
		The Company’s interest in the Tenements.
	(b)	Good standing
		The validity and good standing of the Tenements.
	(c)	Third party interests

Third party interests, including encumbrances, in relation to the Tenements.

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Western Mines Group Limited Page 3 6 May 2021 3. EXECUTIVE SUMMARY Subject to the qualifications and assumptions in this Report, we consider the following to be material issues in relation to the Tenements: (a) Company’s interest The Company has registered interests in the following Tenements: (i) P57/1450; (ii) E31/1222; (iii) E40/379; (iv) E39/2132; (v) E77/2478; (vi) P38/4203; (vii) E57/1119; (viii) E77/2746; and (ix) E39/2223.

The Company has entered into agreements to acquire two additional Tenements (E39/2079 and E59/2486). The material terms of the acquisition agreements are provided in Part III of this Report. (b) Applications for Tenements Four of the Tenements (E39/2079, E77/2746, E59/2486 and E39/2223) are applications and have not yet been granted. The grant of these Tenements is therefore not guaranteed and the applications for the Tenements will need to satisfy the Future Act Provisions to be valid under the NTA. The Tenement Schedule in Part I of this Report provides a list of the Tenements. (c) Third party interests The following Tenements are subject to royalties – E31/1222, E39/2079, E39/2132, E40/389, E77/2478, E57/1119 and P57/1450. The material terms of the royalties are provided in Part III of this Report. 4. DESCRIPTION OF THE TENEMENTS

The Tenements comprise of exploration and prospecting licenses granted or applied for under the Mining Act 1978 (WA) ( Mining Act ). The Schedule provides a list of the Tenements. The below summary provides a description of the nature and key terms of these types of mining tenements as set out in the Mining Act and potential successor tenements.

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Western Mines Group Limited Page 4 6 May 2021 4.1 Prospecting licence (a) Application A person may lodge an application for a prospecting licence in accordance with the Mining Act. The mining registrar or warden decides whether to grant an application for a prospecting licence. An application for a prospecting licence (unless a reversion application) cannot be legally transferred and continues in the name of the applicant. (b) Rights The holder of a prospecting licence is entitled to enter upon land for the purposes of prospecting for minerals with employees and contractors, and such vehicles, machinery and equipment as may be necessary or expedient. (c) Term A prospecting licence has a term of 4 years. Where the prospecting licence was applied for and granted after 10 February 2006, the Minister may extend the term by 4 years and if retention status is granted (as discussed below), by a further term or terms of 4 years. Where a prospecting licence is transferred before a renewal application has been determined, the transferee is deemed to be the applicant. (d) Retention status The holder of a prospecting licence applied for and granted after 10 February 2006 may apply for approval of retention status for the prospecting licence. The Minister may approve the application where there is an identified mineral resource in or under the land the subject of the prospecting licence, but it is impractical to mine the resource for prescribed reasons. Where retention status is granted, the minimum expenditure requirements are reduced in the year of grant and cease in future years. However, the Minister has the right to impose a program of works or require the holder to apply for a mining lease. The holder of a prospecting licence applied for or granted before 10 February 2006 can apply for a retention licence (see below), rather than retention status. (e) Conditions Prospecting licences are granted subject to various standard conditions including conditions relating to minimum expenditure, the payment of rent and observance of environmental protection and reporting requirements. These standard conditions are not detailed in Part 1 of this Report. A failure to comply with these conditions or obtain an exemption from compliance may lead to forfeiture of the prospecting licence. (f) Relinquishment There is no requirement to relinquish any portion of the prospecting licence. (g) Priority to apply for a mining lease The holder of a prospecting licence has priority to apply for a mining lease over any of the land subject to the prospecting licence. An application for a mining lease must be made prior to the expiry of the prospecting licence. 5364-01/2609422_8

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Western Mines Group Limited Page 5 6 May2021 5364-01/2609422_8 The prospecting licence remains in force until the application for the mining lease is determined. (h) Transfer There is no restriction on transfer or other dealing in a prospecting licence. 4.2 Exploration Licence (a) Rights The holder of an exploration licence is entitled to enter the land for the purposes of exploration for minerals with employees and contractors and such vehicles, machinery and equipment as may be necessary or expedient. (b) Term An exploration licence has a term of 5 years from the date of grant. The Minister may extend the term by a further period of 5 years followed by a further period or periods of 2 years. (c) Retention status The holder of an exploration licence granted after 10 February 2006 may apply for approval of retention status for the exploration licence. The Minister may approve the application where there is an identified mineral resource in or under the land the subject of the exploration licence but it is impractical to mine the resource for prescribed reasons. Where retention status is granted, the minimum expenditure requirements are reduced in the year of grant and cease in future years. However, the Minister has the right to impose a programme of works or require the holder to apply for a mining lease. (d) Conditions Exploration licences are granted subject to various standard conditions, including conditions relating to minimum expenditure, the payment of prescribed rent and royalties and observance of environmental protection and reporting requirements. These standard conditions are not detailed in Part 1 of this Report. A failure to comply with these conditions or obtain an exemption from compliance may lead to forfeiture of the exploration licence. (e) Relinquishment The holder of an exploration licence applied for and granted after 10 February 2006 must relinquish not less than 40% of the blocks comprising the licence at the end of the fifth year. A failure to lodge the required partial surrender could render the tenement liable for forfeiture. (f) Priority to apply for mining lease The holder of an exploration licence has priority to apply for a mining lease over any of the land subject to the exploration licence. Any application for a mining lease must be made prior to the expiry of the exploration licence. The exploration licence remains in force until the application for the mining lease is determined.

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Western Mines Group Limited Page 6 6 May 2021 (g) Transfer No legal or equitable interest in an exploration licence can be transferred or otherwise dealt with during the first year of its term without the prior written consent of the Minister. Thereafter, there is no restriction on transfer or other dealings. 5. ABORIGINAL HERITAGE There may be areas or objects of Aboriginal heritage located on the Tenements Aboriginal sites were identified from the Heritage Searches (as noted in Part II of this Report). It is noted that a standard Aboriginal heritage agreement has been entered into in respect of the Tenements (as noted in Part II following this Report) which sets out the obligations of the parties holding an interest in the Tenements (whether title or mineral rights only) in protecting Aboriginal heritage in areas where exploration takes place in a manner that is transparent, timely, certain and cost effective. Under Aboriginal heritage agreements parties holding an interest in a tenement (whether title or mineral rights only) may dispose of any or all of its rights with respect to their interest in the tenement, but must first procure an executed deed of assumption in favour of the relevant native title group by which the assignee (purchaser) agrees to be bound by the provisions of the heritage agreement and to assume, observe and perform the obligations of the assignor (vendor) under the heritage agreement insofar as they relate to the interest being acquired by the assignee (purchaser). In the case of the Company such an assumption would be restricted to the obligations relating to the mineral rights (excluding iron ore) on the Tenements. As heritage agreements relate to the process of ‘clearing’ areas of land on tenements in order to conduct exploration activities it is possible a purchaser may rely on surveys previously completed by a vendor where it wishes to conduct activities on areas within tenements previously cleared of heritage sites without the requirements to repeat the process and incur additional costs. 5.1 Commonwealth legislation The Aboriginal and Torres Strait Islander Heritage Protection Act 1984 (Cth) ( Commonwealth Heritage Act ) is aimed at the preservation and protection of any Aboriginal areas and objects that may be located on the Tenements. Under the Commonwealth Heritage Act, the Minister for Aboriginal Affairs may make interim or permanent declarations of preservation in relation to significant Aboriginal areas or objects, which have the potential to halt exploration activities. Compensation is payable by the Minister for Aboriginal Affairs to a person who is, or is likely to be, affected by a permanent declaration of preservation. It is an offence to contravene a declaration made under the Commonwealth Heritage Act. 5.2 Western Australian legislation Tenements are granted subject to a condition requiring observance of the Aboriginal Heritage Act 1972 (WA) ( WA Heritage Act ).

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Western Mines Group Limited Page 7
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The WA Heritage Act makes it an offence to alter or damage sacred ritual or
ceremonial Aboriginal sites and areas of significance to Aboriginal persons (whether
or not they are recorded on the register or otherwise known to the Register of
Aboriginal Sites, DPLH or the Aboriginal Cultural Material Committee).
The Minister’s consent is required where any use of land is likely to result in the
excavation, alteration or damage to an Aboriginal site or any objects on or under that
site.
Aboriginal sites may be registered under the WA Heritage Act. However, there is no
requirement for a site to be registered. The WA Heritage Act protects all registered
and unregistered sites.
6. NATIVE TITLE
6.1 General
The law of Australia recognises the existence of native title rights held by indigenous
Australians over their traditional lands [1] . Native title exists where an indigenous group
has maintained a continuous traditional connection with the land, and those rights
have not been extinguished.
Native title may be extinguished:
(a) in whole by the grant of an interest in land conferring “exclusive possession”
such as a freehold interest in the land; or
(b) in part by the grant of an interest conferring “non-exclusive possession”
including the grant of pastoral leases and mining leases, or the creation of
certain reserves. In this case, the native title will co-exist with the other rights to
the land.
The Native Title Act 1993 (Cth) ( NTA ):
(a) provides a process for indigenous people to claim native title rights [2] and
compensation [3] ;
(b) confirms the validity of past actions (including grants of land tenure) by the
Commonwealth and State governments [4] ; and
(c) specifies the procedures which must be complied with to ensure that acts
that may affect native title rights (such as the grant or renewal of a mining
tenement) are valid.
The NTA has been adopted in Western Australia by the enactment of the Titles
(Validation) and Native Title (Effect of Past Acts) Act 1995.
6.2 Native title claim process
Persons claiming to hold native title may lodge an application for determination of
native title with the Federal Court. The application is then referred to the NNTT to
assess whether the claim meets the registration requirements in the NTA, and if so, the
1 Mabo v Queensland (No 2) (1992) 175 CLR 1
2 Parts 3 and 4 of the NTA
3 Part 3, Division 5 of the NTA
4 Part 2, Division 2 of the NTA
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Western Mines Group Limited Page 8 6 May 2021 native title claim will be entered on the register of native title claims ( RNTC ) maintained by the NNTT. Native title claimants have certain procedural rights, including the rights to negotiation and compensation, in relation to the grant of mining tenements if their native title claim is registered at the time the State issues a notice of the proposed grant of the mining tenement ( Section 29 Notice ), or if their claim becomes registered within four months after the Section 29 Notice. Once a claim is registered, a claimant must prove its claim in the Federal Court in order to have native title determined and the claim entered on the National Native Title Register ( NNTR ). 6.3 Grant of tenements and compliance with the NTA The grant of any mining tenement after 23 December 1996 must comply with the applicable NTA procedures in order to be valid. The exception to this is where native title has never existed over the land covered by the tenement, or has been extinguished prior to the grant of the tenement. The absence of a claim does not necessarily indicate that there is no native title over an area, as native title claims could be made in the future. Unless it is clear that native title does not exist (such as where the land the subject of a tenement application is freehold land), the usual practice of the State is to comply with the NTA when granting a tenement. This ensures the grant will be valid if a court subsequently determines that native title rights exist over the land subject to the tenement. The procedural requirements in the NTA relating to the grant of a mining tenement (referred to as the “ Future Act ” procedures) include four alternatives: (a) the right to negotiate, which is the primary Future Act procedure prescribed by the NTA; (b) the expedited procedure, which may be used in relation to the grant of exploration and prospecting licences; (c) an indigenous land use agreement; and (d) the infrastructure process. Future Act procedures are provided below. 6.4 Right to negotiate The primary Future Act procedure prescribed by the NTA is the “right to negotiate”. The right to negotiate involves a negotiation between the registered native title claimants, the tenement applicant and the State government, the aim of which is to agree the terms on which the tenement may be granted. The applicant for the tenement is usually liable for any compensation that the parties agree to pay to the native title claimants. The parties may also agree on conditions that will apply to activities carried out on the tenement.

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Western Mines Group Limited Page 9 6 May 2021 The initial negotiation period is six months from the date on which the State issues a Section 29 Notice. If the parties cannot reach an agreement within the initial six month period, any party may refer the matter to arbitration before the NNTT, which then has six (6) months to determine whether the tenement can be granted and if so, on what conditions. 6.5 Expedited procedure Where the grant of a tenement is unlikely to directly interfere with community or social activities or areas or sites of particular significance, or involve major disturbance to land or waters, the NTA permits the State to follow an expedited procedure for the grant of a tenement. The State applies the expedited procedure to the grant of exploration and prospecting tenements. Registered native title parties can lodge an objection to the use of the expedited procedure within the period of four months following the issue of the Section 29 Notice by the State ( Objection Period ). If no objections are lodged or if the objections are withdrawn, the State may grant the tenement at the expiry of the Objection Period without undertaking a negotiation process. If an objection is lodged, the NNTT must determine whether the grant of the tenement is an act attracting the Expedited Procedure. If the NNTT determines the expedited procedure does not apply, the parties must follow the right to negotiate procedure or enter into an indigenous land use agreement. The DMIRS currently has a policy of requiring applicants for prospecting licences and exploration licences to sign and send a Regional Standard Heritage Agreement ( RSHA ) to the registered native title claimant, or prove they have an existing RHSA or Alternative Heritage Agreement in place. The RSHA provides a framework for the conduct of Aboriginal heritage surveys over the land the subject of a tenement prior to the conducting of ground-disturbing work and conditions that apply to activities carried out within the tenement. If the registered native title claimant does not execute the RSHA within the Objection Period (and no objections are otherwise lodged), the tenement may still be granted at the expiry of the Objection Period. If the tenement applicant refuses or fails to execute or send the RSHA to the registered native title holder, the DMIRS will process the application under the right to negotiate procedure. 6.6 Indigenous land use agreement The right to negotiate and expedited procedures do not have to be followed if an indigenous land use agreement ( ILUA ) has been registered with the NNTT. An ILUA is a voluntary contractual arrangement negotiated with all registered native title claimants for a relevant area. The State and the applicant for the tenement are usually the other parties to the ILUA. An ILUA must set out the terms on which the relevant mining tenement may be granted. An ILUA will also specify conditions on which activities may be carried out within the tenement. The applicant for a tenement is usually liable for any 5364-01/2609422_8

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compensation that the parties agree to pay to the registered native title claimants in
return for the grant of the tenement being approved. These obligations pass to a
transferee of the tenement.
Once an ILUA is agreed and registered, it binds the whole native title claimant group
and all holders of native title in the area (including future claimants), even though
they may not be parties to it.
6.7 Infrastructure process
The right to negotiate and expedited procedures also do not apply for grants of
tenements for the sole purpose of the construction of an infrastructure facility.
In Western Australia, the DMIRS applies the infrastructure process to most
miscellaneous licences and general purpose leases, depending on their purpose. For
these types of tenements, an alternative consultation process applies, and in the
absence of an agreement between the native title claimants and the applicant, the
matter can be referred to an independent person for determination.
6.8 Renewals
Renewals of mining tenements made after 23 December 1996 must comply with the
Future Act provisions in order to be valid under the NTA, except where:
(a) the area to which the mining tenement applies is not extended;
(b) the term of the renewed mining tenement is not longer than the term of the
earlier mining tenement; and
(c) the rights to be created are not greater than the rights conferred by the
earlier mining tenement.
6.9 Native title claims and determinations affecting the Tenements
Our searches indicate that some of the Tenements are within the external boundaries
of the native title claims and determinations as specified in Part II.
Our searches indicate that the Tenements overlap the following native title claims and
determinations:
(a) Maduwongga Native Title Claim
(i) Our searches indicate that E31/1222 is within the external boundaries
of the Maduwongga Native Title Claim (WC2017/001, WAD186/2017).
(ii) The Maduwongga Native Title Claim was registered by the NNTT on
3 August 2017 but has not yet been determined by the Federal Court.
(iii) We have not identified anything in our enquiries to indicate that
E31/1222 was not validly granted in accordance with the NTA.
(b) Nyalpa Pirniku Native Title Claim
(i) Our searches indicate that E39/2079, E31/1222, E40/379 and P38/4203
are within the external boundaries of the Nyalpa Pirniku Native Title
Claim (WC2019/002, WAD91/2019).
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	(ii)	The Nyalpa Pirniku Native Title Claim was registered by the NNTT on
		15 May 2019 but has not yet been determined by the Federal Court.
	(iii)	We have not identified anything in our enquiries to indicate that the
		granted Tenements which are subject to the Nyalpa Pirniku Native
		Title Claim were not validly granted in accordance with the NTA.
	(iv)	In relation to E39/2079 , the applicant will need to comply with the
		Future Act procedures of the NTA as described above.
(c)	Wutha Native Title Determination
	(i)	Our searches indicate that P57/1450 is within the external boundaries
		of the Wutha Native Title Determination (WC1999/001,
		WAD6064/1998).
	(ii)	This native title claim was dismissed on 9 April 2019.
(d)	Marlinyu Ghoorlie Native Title Claim
	(i)	Our searches indicate that E77/2478 and E77/2746 are within the
		external boundaries of the Marlinyu Ghoorlie Native Title Claim
		(WC2017/007, WAD647/2017).
	(ii)	The Marlinyu Ghoorlie Native Title Claim was registered by the NNTT
		on 28 March 2019 but has not yet been determined by the Federal
		Court.
	(iii)	We have not identified anything in our enquiries to indicate that the
		granted Tenements which are subject to the Marlinyu Ghoorlie Native
		Title Claim were not validly granted in accordance with the NTA.
(e)	Upurli Upurli Nguratja Native Title Claim
	(i)	Our searches indicate that E39/2132 and E39/2223 within the external
		boundaries of the Upurli Upurli Nguratja Native Title Claim
		(WC2020/004, WAD281/2020).
	(ii)	The Upurli Upurli Nguratja Native Title Claim was registered by the
		NNTT on 22 January 2021 but has not yet been determined by the
		Federal Court.
	(iii)	We have not identified anything in our enquiries to indicate that
		E39/2132 and E39/2223 are were not validly granted in accordance
		with the NTA.
(f)	CG (Deceased) on behalf of the Badimia People v State of Western Australia
	(No 2) Native Title Determination
	(i)	Our searches indicate that E59/2486 is within the external boundaries
		of the Badimia People Native Title Determination
		(WCD2015/001,WAD6123/1998).
	(ii)	This native title claim was dismissed on 25 May 2015.

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• 6.10 Indigenous land use agreements affecting the Tenements

As at the date of this Report, there are no registered ILUA’s in respect of the Tenements.

7. CROWN LAND As set out in Part I of this Report, certain land the subject of the Tenements overlaps Crown land as set out in the table below.

Crown land	Tenement	% overlap
R 11542 "C" Class Reserve Water Act 57 VIC No 20.	P57/1450	0.06%
R 13867 "C" Class Reserve Explosives	P57/1450	5.76%
R 17011 "C" Class Reserve Common and Grazing	P57/145	93.45%
R 21831 "C" Class Reserve Pipeline	P57/1450	0.12%
Unallocated Crown Land	E39/2079	100%
	E39/2132	100%
	E77/2478	100%
	E77/2746	100%
	E59/2486	99.99%
	P38/4203	100%
	E39/2223	100%
R 18738 "C" Class Reserve Timber: E40/379	E40/379	1.53%
R 7198 - "C" Class Reserve Trigonometrical Station	E40/379	0.01%

The Mining Act:

• (a) prohibits the carrying out of prospecting, exploration or mining activities on Crown land that is less than 30 metres below the lowest part of the natural surface of the land and:

• (i) for the time being under crop (or within 100 metres of that crop);

• (ii) used as or situated within 100 metres of a yard, stockyard, garden, cultivated field, orchard vineyard, plantation, airstrip or airfield;

• (iii) situated within 100 metres of any land that is an actual occupation and on which a house or other substantial building is erected;

• (iv) the site of or situated within 100 metres of any cemetery or burial ground; or

• (v) if the Crown land is a pastoral lease, the site of or situated within 400 metres of any water works, race, dam, well or bore not being an excavation previously made and used for purposes by a person other than the pastoral lessee,

without the written consent of the occupier, unless the warden by order otherwise directs;

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(b) imposes restrictions on a tenement holder passing over Crown land referred
to in section 7(a), including:
(i) taking all necessary steps to notify the occupier of any intention to
pass over the Crown land;
(ii) the sole purpose for passing over the Crown land must be to gain
access to other land not covered by section 7(a) to carry out
prospecting, exploration or mining activities;
(iii) taking all necessary steps to prevent fire, damage to trees, damage
to property or damage to livestock by the presence of dogs, the
discharge of firearms, the use of vehicles or otherwise; and
(iv) causing as little inconvenience as possible to the occupier by
keeping the number of occasions of passing over the Crown land to
a minimum and complying with any reasonable request by the
occupier as to the manner of passage;
(c) requires a tenement holder to compensate the occupier of Crown land:
(i) by making good any damage to any improvements or livestock
caused by passing over Crown land referred to in section 7(a) or
otherwise compensate the occupier for any such damage not made
good; and
(ii) in respect of land under cultivation, for any substantial loss of
earnings suffered by the occupier caused by passing over Crown
land referred to in section 7(a).
The warden may not give the order referred to in section 7(a) that dispenses with the
occupier’s consent in respect of Crown land covered by section 7(a)(iii). In respect of
other areas of Crown land covered by the prohibition in section 7(a), the warden may
not make such an order unless he is satisfied that the land is genuinely required for
mining purposes and that compensation in accordance with the Mining Act for all loss
or damage suffered or likely to be suffered by the occupier has been agreed
between the occupier and the tenement holder or assessed by the warden under the
Mining Act.
Although the Company will be able to undertake its proposed activities on those parts
of the Tenements not covered by the prohibitions and pass over those parts of the
Tenements to which the restrictions do not apply immediately upon listing on ASX, the
Company should consider entering into access and compensation agreements with
the occupiers of the Crown land upon commencement of those activities in the event
further activities are required on other areas of the Tenements which are subject to
prohibitions or restrictions.
8. ABORIGINAL RESERVES
There are areas or objects of Aboriginal heritage located on the Tenements which
were identified from the Heritage Searches (as noted in Part II of this Report).
The Aboriginal Affairs Planning Authority Act 1972 (WA) ( AAPA ) governs the
establishment, management and access to areas of land in Western Australia
designated as Aboriginal reserves. The AAPA Act established a statutory body, the
Aboriginal Lands Trust ( ALT ), to be responsible for the overall management of
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Western Mines Group Limited Page 14 6 May 2021 Aboriginal reserves. A permit is required to enter onto or pass through a number of the reserves administered by the ALT. The ALT administers the issue of permits for entry onto those designated reserves.

Entry Permit

A mining access entry permit is required for any mining activity on any Aboriginal reserve. Mining activity includes surveying and/or marking out of tenements, fossicking, prospecting, exploring and mining. A mining related access entry permit also covers travelling through such Aboriginal reserves to access mining tenements outside the reserve for the purpose of mining activities.

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The Minister for Aboriginal Affairs issues mining access entry permits after seeking the
views of the ALT, which in turn must be satisfied there has been adequate consultation
with any resident Aboriginal community and relevant native title interests.
An application for a mining access entry permit consists of the following actions:
(a) submitting a written request to the Legal Project Officer, Department of
Planning, Lands and Heritage requesting advice on the grant of mining
access entry permits. The request must include tenement details (number,
holder, grant status), details of the relevant Aboriginal reserve and brief
details about what works are proposed;
(b) completing the requirements set out in the response provided by the
Department of Planning, Lands and Heritage which usually includes
consultation with the parties nominated by the ALT (usually the resident
communities and native title interests) and obtaining an agreement from the
consulted parties; and
(c) the Department of Planning, Lands and Heritage prepares a submission for
consideration by the ALT and the Minister for Aboriginal Affairs based on the
results of the consultation process.
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In addition, mining may not take place on a tenement located within an Aboriginal reserve without the written consent of the Minister for Mines and Petroleum who will consult with the Minister for Indigenous Affairs, and obtain a recommendation from him or her as to whether mining should be allowed. Mining in this context is consistent with the broader definition applied to mining access entry permits in that it includes prospecting and exploration and is therefore required before the grant of prospecting licences and exploration licences, not just mining leases.

If the Company proceeds to mining operations on any of its Tenements that overlap any of the Reserves the Company will need to apply for a mining access entry permit for mining and mining related activities in relation to the relevant Reserves.

9. PASTORAL LEASES

As set out in Part I of this Report the following Tenements overlap with pastoral leases:

	Pastoral Lease	Tenement	% overlap
	Atley Pastoral Lease N050586	E57/1119	100%
	Aboriginal Corporation Pastoral Lease (C) N049808	E40/379	7.2%
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	Pastoral Lease	Tenement	% overlap
	Melita Pastoral Lease (C) N050241	E40/379	23.6%
	Melita Pastoral Lease (C) N050242	E40/379	66.26%
	Edjudina Pastoral Lease (C) PL N049971	E31/1222	100%
	Historical Pastoral Lease (C) 395441	E31/1222	100%
	Historical Pastoral Lease (C) 395526	E40/379	57.81%
	Historical Pastoral Lease (C) 395527	E40/379	8.97%
	Historical Pastoral Lease (C) 394650	E59/2486	100%
	The Mining Act:

(a) prohibits the carrying out of mining activities on or near certain improvements and other features (such as livestock and crops) on Crown land (which includes a pastoral lease) without the consent of the lessee;

(b) imposes certain restrictions on a mining tenement holder passing through Crown land, including requiring that all necessary steps are taken to notify the occupier of any intention to pass over the Crown land and that all necessary steps are taken to prevent damage to improvements and livestock; and (c) provides that the holder of a mining tenement must pay compensation to an occupier of Crown land (ie the pastoral lessee) in certain circumstances, in particular to make good any damage to improvements, and for any loss suffered by the occupier from that damage or for any substantial loss of earnings suffered by the occupier as a result of, or arising from, any exploration or mining activities, including the passing and re-passing over any land.

We have been advised by the Company and the Company has confirmed that to the best of its knowledge it is not aware of any improvements and other features on the land the subject of the pastoral leases which overlaps the Tenements which would require the Company to obtain the consent of the occupier or lease holder or prevent the Company from undertaking its proposed mining activities on the Tenements.

Upon commencing mining operations on any of the Tenements, the Company should consider entering into a compensation and access agreement with the pastoral lease holders to ensure the requirements of the Mining Act are satisfied and to avoid any disputes arising. In the absence of agreement, the Warden’s Court determines compensation payable.

The DMIRS imposes standard conditions on mining tenements that overlay pastoral leases. It appears the Tenements incorporate the standard conditions. 10. ENCROACHMENTS Where an application is encroached upon by a live tenement, the application as granted will be for a tenement reduced by that amount of land which falls under the live tenement licence: Company Tenement Other tenement % overlap E39/2079[1] L38/120 0.53% 5364-01/2609422_8

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Company Tenement Other tenement % overlap
L39/124 1%
L39/163 89.32%
L39/124 1.17%
L39/282 2.32%
M39/138 4.04%
M39/262 0.7%
E77/2746 [1] L77/108 0.97%
L77/263 0.48%
E77/2478 [1] L77/108 0.71%
L77/179 0.15%
L77/219 0.69%
L77/237 0.06%
E39/2132 [1] L39/185 0.7%
E40/379 L40/36 [2] 11.44%
E39/2132 E39/2134 [2] 59.26%
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Note:

1. This Tenement comprises a granted exploration license, which is encroached by a licence application.

2. This live tenement is encroached by the Company’s Tenement, which comprises an exploration licence application.

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11. FORFEITURE RISK
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Our Searches indicate that the Company is yet to lodge an Operations Report – Form 5 ( Form 5 ) with the DMIRS to confirm that it has met its annual minimum expenditure requirements for E40/379 for the tenement year ending 2 April 2021.

The Company must lodge a Form 5 with the DMIRS within 60 days after each anniversary of the commencement of term of a Tenement.

If the Company fails to meet this deadline, the Company may receive a Regulation 50 Notice, under which the Minister may impose a fine or forfeit the Tenement.

The Company has confirmed that it has satisfied the previous tenement year’s expenditure condition for E40/379 and intends to lodge a Form 5 prior to the relevant deadline.

12. ROYALTIES

We have identified the following royalties as applying to the Tenements, based on our searches of the DMIRS Register and our due diligence investigations:

(a) Bruce Robert Legendre Royalty – E31/1222, E39/2079, E39/2132, E40/389 and E77/2478;

(b) Joseph Paul Legendre Royalty – E57/1119; and

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	(c)	Legendre Resources Pty Ltd – P57/1450.
	For more information relating to these royalties, refer to Part III of this Report.
13.	QUALIFICATIONS AND ASSUMPTIONS
	This Report is subject to the following qualifications and assumptions:
	(a)	we have assumed the accuracy and completeness of all Searches, register
		extracts and other information or responses which were obtained from the
		relevant department or authority including the NNTT;
	(b)	we assume that the registered holder of a Tenement has valid legal title to
		the Tenement;
	(c)	this Report does not cover any third party interests, including encumbrances,
		in relation to the Tenements that are not apparent from our Searches and the
		information provided to us;
	(d)	we have assumed that any agreements provided to us in relation to the
		Tenements are authentic, were within the powers and capacity of those who
		executed them, were duly authorised, executed and delivered and are
		binding on the parties to them;
	(e)	with respect to the granting of the Tenements, we have assumed that the
		State and the applicant for the Tenements have complied with, or will comply
		with, the applicable Future Act Provisions;
	(f)	we have assumed the accuracy and completeness of any instructions or
		information which we have received from the Company or any of its officers,
		agents and representatives;
	(g)	unless apparent from our Searches or the information provided to us, we have
		assumed compliance with the requirements necessary to maintain a
		Tenement in good standing;
	(h)	with respect to the application for the grant of a Tenement, we express no
		opinion as to whether such application will ultimately be granted and that
		reasonable conditions will be imposed upon grant, although we have no
		reason to believe that any application will be refused or that unreasonable
		conditions will be imposed;

(h)	with respect to the application for the grant of a Tenement, we express no opinion as to whether such application will ultimately be granted and that reasonable conditions will be imposed upon grant, although we have no reason to believe that any application will be refused or that unreasonable conditions will be imposed;
(i)	references in Parts I and II of this Report to any area of land are taken from
	details shown on searches obtained from the relevant department. It is not
	possible to verify the accuracy of those areas without conducting a survey;
(j)	the information in Parts I and II of this Report is accurate as at the date the
	relevant Searches were obtained. We cannot comment on whether any
	changes have occurred in respect of the Tenements between the date of
	the Searches and the date of this Report;
(k)	where Ministerial consent is required in relation to the transfer of any
	Tenement, we express no opinion as to whether such consent will be granted,
	or the consequences of consent being refused, although we are not aware
	of any matter which would cause consent to be refused;

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(l) we have not conducted searches of the Database of Contaminated Sites
maintained by the Department of the Environment and Conservation;
(m) native title may exist in the areas covered by the Tenements. Whilst we have
conducted Searches to ascertain that native title claims and determinations,
if any, have been lodged in the Federal Court in relation to the areas
covered by the Tenements, we have not conducted any research on the
likely existence or non-existence of native title rights and interests in respect of
those areas. Further, the NTA contains no sunset provisions and it is possible
that native title claims could be made in the future; and
(n) Aboriginal heritage sites or objects (as defined in the WA Heritage Act or
under the Commonwealth Heritage Act) may exist in the areas covered by
the Tenements regardless of whether or not that site has been entered on the
Register of Aboriginal Sites established by the WA Heritage Act or is the
subject of a declaration under the Commonwealth Heritage Act other than
the Heritage Searches. We have not conducted any legal, historical,
anthropological or ethnographic research regarding the existence or likely
existence of any such Aboriginal heritage sites or objects within the area of
the Tenements.
14. CONSENT
This report is given for the benefit of the Company and the directors of the Company
in connection with the issue of the Prospectus and is not to be disclosed to any other
person or used for any other purpose or quoted or referred to in any public document
or filed with any government body or other person without our prior consent.
Yours faithfully
STEINEPREIS PAGANIN
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	Western Mines Group Limited 6 May2021	Western Mines Group Limited 6 May2021	Western Mines Group Limited 6 May2021	Western Mines Group Limited 6 May2021							19 NATIVE TITLE AND ABORIGINAL HERITAGE Refer to section 6 and Part 2 of this Report. Refer to section 6 and Part 2 of this Report. Refer to section 6 and Part 2 of this Report.
	PART I –	TENEMENT SCHEDULE
	TENEMENT	REGISTERED HOLDER / APPLICANT	SHARES HELD	GRANT DATE (APPLICATION DATE)	EXPIRY DATE	AREA SIZE	ANNUAL RENT (Next rental year)	MINIMUM ANNUAL EXPENDITURE	REGISTERED DEALINGS / ENCUMBRANCES	NOTES	NATIVE TITLE AND ABORIGINAL HERITAGE
	P57/1450	Western Mines Group Ltd1	1000/10 000	15/07/2019	14/07/ 2023	188 HA	$564	Previous Tenement Year - $7,520 Current Tenement Year - $7,520	Application to Amend 619566: refer to note 10 of Table 4	Endorsement s: Refer to note 1-8 of Table 1 below Conditions: Refer to note 1-3, 6 of Table 2 below	Refer to section 6 and Part 2 of this Report.
	E31/1222	Western Mines Group Ltd1	960/960	9/09/2020	8/09/2 025	1 BL	$369	Current Tenement Year - $10,000	Miscellaneous Entry: Refer to note 7 in Table 4. Application to Amend 619566: Refer to note 10 in Table 4.	Endorsement s: Refer to note 1-9 of Table 1 below Conditions: Refer to note 1-5 of Table 2 below	Refer to section 6 and Part 2 of this Report.
	E39/2079	Bruce Robert Legendre	960/960	Date of Application (21/03/2018)	N/A (applic ation is pendin g)	11 BL	N/A	N/A	Objection 526963: Refer to note 8 in Table 4. Objection 528674: Refer to note 9 in Table 4 Application to Amend 619568: Refer to note 11 in Table 4.	N/A	Refer to section 6 and Part 2 of this Report.
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TENEMENT	REGISTERED HOLDER / APPLICANT	SHARES HELD	GRANT DATE (APPLICATION DATE)	EXPIRY DATE	AREA SIZE	ANNUAL RENT (Next rental year)	MINIMUM ANNUAL EXPENDITURE	REGISTERED DEALINGS / ENCUMBRANCES	NOTES	NATIVE TITLE AND ABORIGINAL HERITAGE
E40/379	Western Mines Group Ltd1	960/960	3/04/2019	2/04/2 024	35 BL	$4,935	Previous Tenement Year - No expenditure lodged2 Current Tenement Year - $35,000	Application to Amend 619566: Refer to note 10 in Table 4.	Endorsement s: Refer to note 1-9 of Table 1 below Conditions: Refer to note 1-5 and 7-17 of Table 2 below	Refer to section 6 and Part 2 of this Report.
E39/2132	Western Mines Group Ltd1	960/960	22/07/2020	21/07/ 2025	27 BL	$3,807	Current Tenement Year - $27,000	Application to Amend 619566: Refer to note 10 in Table 4	Endorsement s: Refer to note 1-9 of Table 1 below Conditions: Refer to note 1-3 and 18 of Table 2 below	Refer to section 6 and Part 2 of this Report.
E77/2478	Western Mines Group Ltd1	960/960	24/01/2019	23/01/ 2024	5 BL	$705	Previous Tenement Year - $15,000 Current Tenement Year - $15,000	Objection SC14/178: Refer to note 1 in Table 4 Objection SC15/178: refer to note 2 in Table 4 Application to Amend 619566: Refer to note 10 in Table 4	Endorsement s: Refer to note 1-9 of Table 1 below Conditions: Refer to note 1-3 and 19 of Table 2 below	Refer to section 6 and Part 2 of this Report.
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	Western Mines Group Limited 6 May2021	Western Mines Group Limited 6 May2021	Western Mines Group Limited 6 May2021								Page 21 NATIVE TITLE AND ABORIGINAL HERITAGE Refer to section 6 and Part 2 of this Report. Refer to section 6 and Part 2 of this Report. Refer to section 6 and Part 2 of this Report. Refer to section 6 and Part 2 of this Report.
	TENEMENT	REGISTERED HOLDER / APPLICANT	SHARES HELD	GRANT DATE (APPLICATION DATE)	EXPIRY DATE	AREA SIZE	ANNUAL RENT (Next rental year)	MINIMUM ANNUAL EXPENDITURE	REGISTERED DEALINGS / ENCUMBRANCES	NOTES	NATIVE TITLE AND ABORIGINAL HERITAGE
	E77/2746	Western Mines Group Ltd1	100/100	Date of Application (03/12/2020)	N/A (applic ation is pendin g)	1 BL	N/A	N/A	Objection 592176: Refer to note 3 of Table 4	N/A	Refer to section 6 and Part 2 of this Report.
	E59/2486	Bruce Robert Legendre1	960/960	Date of Application (14/10/2020)	N/A (applic ation is pendin g)	15 BL	N/A	N/A	Application to Amend 592100: refer to note 4 of Table 4 Application to Amend 619568: Refer to note 11 in Table 4	N/A	Refer to section 6 and Part 2 of this Report.
	P38/4203	Western Mines Group Ltd1	960/960	29/12/2016	28/12/ 2024	9.710 00 HA	$30	Previous Tenement Year - $2,000 Current Tenement Year - $2,000	Application to Amend 534163: refer to note 5 of Table 4 Extension/Rene wal of term 590419: refer to note 6 of Table 4 Application to Amend 619566: Refer to note 10 in Table 4	Endorsement s: Refer to note 1-9 of Table 1 below Conditions: Refer to note 1-3 of Table 2 below	Refer to section 6 and Part 2 of this Report.
	E57/1119	Western Mines Group Ltd1	100/100	4/12/2021	3/12/2 024	4 BL	$564	Previous Tenement Year - $15,000 Current Tenement Year - $15,000	Application to Amend 619566: Refer to note 10 in Table 4	Endorsement s: Refer to note 1-9 of Table 1 below Conditions: Refer to note 1-5 of Table 2	Refer to section 6 and Part 2 of this Report.
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Western Mines Group Li 6 May2021		mited								Page 22
TENEMENT	REGISTERED HOLDER / APPLICANT	SHARES HELD	GRANT DATE (APPLICATION DATE)	EXPIRY DATE	AREA SIZE	ANNUAL RENT (Next rental year)	MINIMUM ANNUAL EXPENDITURE	REGISTERED DEALINGS / ENCUMBRANCES	NOTES	NATIVE TITLE AND ABORIGINAL HERITAGE
									below
E39/2223	Western Mines Group Ltd1	100/100	Date of Application (23/02/2021)	N/A (applic ation is pendin g)	11 BL	N/A	N/A	Objection 617428: Refer to note 12 in Table 4 Objection 619058: Refer to note 13 in Table 4	N/A	Refer to section 6 and Part 2 of this Report.
Key to Tenement Schedule P – Prospecting Licence E – Exploration Licence References to numbers in the “Notes” References to letters in the “Notes” col Unless otherwise indicated, capitalised Please refer to Part II of this Report for f Notes: 1. The applicable Tenement Searc converted to a public company 2. Refer to section 11 of this Report			column refers to th umn refers to the terms have the sa urther details on n h notes that Wes on 9 April 2021 an for further details.	e notes following this table. material contracts which are summarised in Part III of this Report. me meaning given to them in the Prospectus. ative title and Aboriginal heritage matters. tern Mines Group Pty Ltd (ACN 640 738 834) is the registered holder of d will update its details with DMIRS accordingly.					this Tenement.	The Company
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6 May 2021
Tenement conditions and endorsements
Table 1 - Endorsements
ENDORSEMENTS
1. The Licensee's attention is drawn to the provisions of the Aboriginal Heritage Act 1972 and any Regulations thereunder.
2. The Licensee's attention is drawn to the Environmental Protection Act 1986 and the Environmental Protection (Clearing of Native Vegetation)
Regulations 2004, which provides for the protection of all native vegetation from damage unless prior permission is obtained.
In respect to Water Resource Management Areas (WRMA) the following endorsements apply:
3. The Licensee attention is drawn to the provisions of the:
(a) Waterways Conservation Act, 1976;
(b) Rights in Water and Irrigation Act, 1914;
(c) Metropolitan Water Supply, Sewerage and Drainage Act, 1909;
(d) Country Areas Water Supply Act, 1947; and
(e) Water Agencies (Powers) Act 1984.
4. The rights of ingress to and egress from, and to cross over and through, the mining tenement being at all reasonable times preserved to officers of
Department of Water and Environmental Regulation (DWER) for inspection and investigation purposes.
5. The storage and disposal of petroleum hydrocarbons, chemicals and potentially hazardous substances being in accordance with the current published
version of the Department of Water and Environmental Regulation (DWER) relevant Water Quality Protection Notes and Guidelines for mining and
mineral processing.
6. The taking of groundwater from an artesian well and the construction, enlargement, deepening or altering of any artesian well is prohibited unless
current licences for these activities have been issued by Department of Water and Environmental Regulation (DWER).
7. Measures such as drainage controls and stormwater retention facilities are to be implemented to minimise erosion and sedimentation of adjacent
areas, receiving catchments and waterways.
8. All activities to be undertaken so as to avoid or minimise damage, disturbance or contamination of waterways, including their beds and banks, and
riparian and other water dependent vegetation.
In respect to Proclaimed Ground Water Areas the following endorsement applies:
9. The taking of groundwater and the construction or altering of any well is prohibited without current licences for these activities issued by the
Department of Water and Environmental Regulation (DWER), unless an exemption otherwise applies.
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6 May 2021
Table 2 – Conditions
CONDITIONS
1. All disturbances to the surface of the land made as a result of exploration, including costeans, drill pads, grid lines and access tracks, being backfilled
and rehabilitated to the satisfaction of the Environmental Officer, DMIRS. Backfilling and rehabilitation being required no later than 6 months after
excavation unless otherwise approved in writing by the Environmental Officer, DMIRS.
2. All waste materials, rubbish, plastic sample bags, abandoned equipment and temporary buildings being removed from the mining tenement prior to or
at the termination of exploration program.
3. Unless the written approval of the Environmental Officer, DMIRS is first obtained, the use of drilling rigs, scrapers, graders, bulldozers, backhoes or other
mechanised equipment for surface disturbance or the excavation of costeans is prohibited. Following approval, all topsoil being removed ahead of
mining operations and separately stockpiled for replacement after backfilling and/or completion of operations.
4. The Licensee notifying the holder of any underlying pastoral or grazing lease by telephone or in person, or by registered post if contact cannot be
made, prior to undertaking airborne geophysical surveys or any ground disturbing activities utilising equipment such as scrapers, graders, bulldozers,
backhoes, drilling rigs; water carting equipment or other mechanised equipment.
5. The Licensee or transferee, as the case may be, shall within thirty (30) days of receiving written notification of:-
(a) the grant of the Licence; or
(b) registration of a transfer introducing a new Licensee,
advise, by registered post, the holder of any underlying pastoral or grazing lease details of the grant or transfer.
6. The prior written consent of the Minister responsible for the Mining Act 1978 being obtained before commencing any exploration activities on 11542
Water Reserve, 21831 Pipeline Reserve & 13867 Explosives Reserve.
7. The rights of ingress to and egress from Miscellaneous Licence 40/25 being at all times preserved to the licensee and no interference with the purpose or
installations connected to the licence.
8. The prior written consent of the Minister responsible for the Mining Act 1978 being obtained before commencing any exploration activities on CR 18738
Timber Reserve & CR 7198 Trigometrical Station.
9. No mining within 30 metres of either side and to a depth of 15 metres of the Rail Corridor Land 14 Kookynie to Leonora as shown in TENGRAPH without
the prior written approval of the Minister responsible for the Mining Act 1978.
10. No surface excavation approaching closer to the boundary of the Safety Zone established by Condition 9 hereof than a distance equal to three times
the depth of the excavation without the prior written approval of Mines Safety, DMIRS.
11. Mining below 15 metres from the natural surface of the land in the Safety Zone established in Condition 9 hereof being approved by Mines Safety,
DMIRS in consultation with the operator of the railway on corridor land.
12. No interference with the drainage pattern, and no parking, storage or movement of equipment or vehicles used in the course of mining within the
Safety Zone established by Condition 9 hereof without the prior approval of the operator of the railway on corridor land.
13. The Licensee not excavating, drilling, installing, erecting, depositing or permitting to be excavated, drilled, installed, erected or deposited within the
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CO	NDITIONS
	Safety Zone established whatsoever without the	in Condition 9 hereof, any pit, well, pavement, foundation, building, or other structure or installation, or material of any nature prior written consent of Mines Safety, DMIRS.
14.	No explosives being use Dangerous Goods and	d or stored within one hundred and fifty (150) metres of the rail corridor land without the prior written consent of the Director, Petroleum Safety, DMIRS.
15.	The rights of ingress to a the railwayon corridor l	nd egress from the rail corridor land being at all times preserved to the employees, contractors and agents of the operator of and, and the Public Transport Authorityof WA.
16.	Such further conditions corridor land.	as may from time to time be imposed by the Minister responsible for the Mining Act 1978 for the purpose of protecting the rail
17.	Mining on any road, roa	d verge or road reserve being confined to below a depth of 15 metres from the natural surface.
18.	The rights of ingress to a or installations connecte	nd egress from Miscellaneous Licence 39/185 being at all times preserved to the licensee and no interference with the purpose d to the licence.
19.	The rights of ingress to a interference with thepu	nd egress from Miscellaneous Licence 77/108, 77/179, 77/219 and 77/237 being at all times preserved to the licensee and no rpose or installations connected to the licence.
Tabl	e 3 - Tengraph interests
	Land Type	Description
1.	Crown Reserve (see section 7 of this Report)	Under section 41 of the Land Administration Act 1997 the Minister may set aside Crown lands by Ministerial Order in the public interest. Every such reservation has its description and designated purpose registered on a Crown Land Title (CLT) and is depicted on an authenticated map held by Landgate. Reservation action is normally initiated by the Department for Planning and Infrastructure following community or Government request, land planning decisions, or as a result of the subdivision of land. The Land Act 1933 provided for State reserves to be classified as Class A, B or C. There is no provision in the LAA to create new Class B reserves and there is no longer reference to Class C reserves. Class A affords the greatest degree of protection for reserved lands, requiring approval of Parliament to amend the reserve’s purpose or area, or to cancel the reservation. The A classification is used solely to protect areas of high conservation or high community value. Class B reserves continue, but are no longer created under the LAA. The Minister for Lands may deal with Class B reserved lands as normal reserves, provided that, should the reservation be cancelled, a special report is made to both Houses of Parliament within 14 days from the cancellation or within 14 days after the commencement of the next session. Once created, a reserve is usually placed under the care, control and management of a State government department, local government or incorporated community group by way of a Management Order registered against the relevant CLT. A Management Order under the LAA does not convey ownership of the land – only as much control as is essential for the land’s management. The following Tenements overlap crown reserve land”
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	Land Type	Description
		(a) P57/1450 overlaps with the R 11542 - "C" Class Reserve Water Act 57 VIC No 20 (0.1065HA) (0.06%); (b) P57/1450 overlaps with the R 13867 - "C" Class Reserve Explosives (10.9221HA) (5.76%); (c) P57/1450 overlaps with the R 17011 - "C" Class Reserve Common and Grazing (177.0552HA) (93.45%); (d) P57/1450 overlaps with the R 21831 - "C" Class Reserve Pipeline (0.2288HA) (0.12%); and (e) E40/379 overlaps with the R 18738 - "C" Class Reserve Timber (160.5974HA) (1.53%). (f) Tenement E40/379 overlaps with the R 7198 - "C" Class Reserve Trigonometrical Station (0.6473HA (0.01%).
2.	Unallocated Crown Land	The following Tenements overlap with unallocated crown land: (a) E39/2079 – 3294.5989HA (100%) of this Tenement’s land area overlaps with the unallocated crown land; (b) E39/2132 – 8021.2067HA (100%) of this Tenement’s land area overlaps with the unallocated crown land; (c) E77/2478 – 1278.4665HA (100%) of this Tenement’s land area overlaps with the unallocated crown land; (d) E77/2746 – 295.1151HA (100%) of this Tenement’s land area overlaps with the unallocated crown land; (e) E39/2223 – 3266.7913HA (100%) of this Tenement’s land area overlaps with the unallocated crown land; (f) E59/2486 – 4490.7425HA (99.99%) of this Tenement’s land area overlaps with the unallocated crown land; and (g) P38/4203 – 9.7154HA (100%) %) of this Tenement’s land area overlaps with the unallocated crown land.
3.	Pastoral Leases (see section 9 of this Report)	The Mining Act: - (a) prohibits the carrying out of mining activities on or near certain improvements and other features (such as livestock and crops) on Crown land (which includes a pastoral lease) without the consent of the lessee; (b) imposes certain restrictions on a mining tenement holder passing through Crown land, including requiring that all necessary steps are taken to notify the occupier of any intention to pass over the Crown land and that all necessary steps are taken to prevent damage to improvements and livestock; and (c) provides that the holder of a mining tenement must pay compensation to an occupier of Crown land (ie the pastoral lessee) in certain circumstances, in particular to make good any damage to improvements, and for any loss suffered by the occupier from that damage or for any substantial loss of earnings suffered by the occupier as a result of, or arising from, any exploration or mining activities, including the passing and re-passing over any land. The following Tenements overlap pastoral leases: (a) E57/1119 overlaps with the PL N050586 – Atley Pastoral Lease (C) (1205.379HA) (100%); (b) E31/1222 overlaps with the PL N049971 – Edjudina Pastoral Lease (C) (264.4099HA) (100%); (c) E40/379 overlaps with the PL N049808 – Glenom - Aboriginal Corporation Pastoral Lease (C) (753.8318HA) (7.2%); (d) E40/379 overlaps with the PL N050241 – Melita Pastoral Lease (C) (2471.2618HA) (23.6%); (e) E40/379 overlaps with the PL N050242 – Melita Pastoral Lease (C) (6939.9429HA) (66.26%); (f) E31/1222 overlaps with the 395441 – Historical Pastoral Lease (C) (264.4099HA) (100%); (g) E40/379 overlaps with the 395526 – Historical Pastoral Lease (C) (6054.0125HA) (57.81%);
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	Land Type	Description
		(h) E40/379 overlaps with the 395527 – Historical Pastoral Lease (C) (939.1583HA) (8.97%); and (i) E59/2486 overlaps with the 394650 – Historical Pastoral Lease (C) (4491.3958HA) (100%).
4.	DAA Heritage Survey Areas	Tenement E39/2079 overlaps the following DAA Heritage Survey Areas: (a) HSA 200226 1 – 50.1708HA (1.52%); (b) HSA 200227 1 - 50.1708HA (1.52%); and (c) HSA 22487 1 – 135.3213HA (4.11%). Tenement E77/2478 overlaps the following DAA Heritage Survey Areas: (a) HSA 103890 1 – 1.806HA (0.14%); (b) HSA 19303 3 – 1110.5768HA (86.87%); and (c) HSA 19304 1 – 1110.5761HA (86.87%). The following Tenements overlap DAA Heritage Survey Areas: (a) E40/379 overlaps with HSA 22668 1 - DAA Heritage Survey Area (2097.8031HA) (20.03%) (b) E39/2132 overlaps with HSA 27841 1 - DAA Heritage Survey Area (34.8648HA) (0.43%) (c) E39/2223 overlaps with HAS 27841 1 – DAA Heritage Survey Area (51.4745HA) (1.58%); and (d) E77/2746 overlaps with HSA 106092 1 - DAA Heritage Survey Area (286.1657HA (96.97%).
5.	Groundwater Area	Groundwater is a reserve of water beneath the earth's surface in pores and crevices of rocks and soil. Recharge of groundwater aquifers is slow and can take many years. Groundwater often supports wetland and stream ecosystems. Groundwater areas are proclaimed under the Rights in Water and Irrigation Act, 1914. There are 45 proclaimed groundwater areas in Western Australia where licences are required to construct or alter a well and to take groundwater. The Department of Water is responsible for managing proclaimed areas under the Act. Ground Water Area - GWA 15, East Murchison was identified on the following Tenements: (a) E57/1119 - 1205.379HA (100%) of this Tenement’s land area overlaps the Ground Water Area; (b) P57/1450 – 189.4562HA (100%) of this Tenement’s land area overlaps the Ground Water Area; and (c) E59/2486 – 4491.3958HA (100%) of this Tenement’s land area overlaps the Ground Water Area. Ground Water Area - GWA 21, Goldfields was identified on the following Tenements: (a) E31/1222 – 264.4099HA (100%) of this Tenement’s land area overlaps with the Ground Water Area; (b) E39/2079 – 3294.5989HA (100%) of this Tenement’s land area overlaps with the Ground Water Area; (c) E40/379 – 10473.1147HA (100%) of this Tenement’s land area overlaps with the Ground Water Area; (d) E39/2123 – 8021.2067HA (100%) of this Tenement’s land area overlaps with the Ground Water Area; (e) E77/2478 – 1278.4665HA (100%) of this Tenement’s land area overlaps with the Ground Water Area; (f) E77/2746 – 295.1151HA (100%) of this Tenement’s land area overlaps with the Ground Water Area;
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	Western Mines Group Limited Page 28 6 May2021 5364-01/2609422_8 Land Type Description (g) P38/4203 – 9.7154HA (100%) of this Tenement’s land area overlaps with the Ground Water Area; and (h) E39/2223 – 3266.7913HA (100%) of this Tenement’s land area overlaps with the Ground Water Area. 6. Mineralisation Zone Area in which applications of Exploration Licences are restricted to a maximum of 70 blocks (required by s57(1) Mining Act). Section 57(2aa) Mining Act states that if the area of land is in an area of the state designated under s57A(1) it shall not be more than 200 blocks. Mineralisation Zone – MZ 2, Non-Section 57 (2AA), Southern Section was identified on the following Tenements: (a) E57/1119- 1205.379HA (100%) of this Tenement’s land area overlaps the Mineralisation Zone; (b) P57/1450 – 189.4562HA (100%) of this Tenement’s land area overlaps the Mineralisation Zone; (c) E31/1222 – 264.4099HA (100%) of this Tenement’s land area overlaps the Mineralisation Zone; (d) E40/379 – 10473.1147HA (100%) of this Tenement’s land area overlaps the Mineralisation Zone; (e) E77/2478 – 1278.4665HA (100%) of this Tenement’s land area overlaps the Mineralisation Zone; (f) E77/2746 – 295.1151HA (100%) of this Tenement’s land area overlaps the Mineralisation Zone; (g) E59/2486 – 4491.3958HA (100%) of this Tenement’s land area overlaps the Mineralisation Zone; and (h) P38/4203 – 9.7154HA (100%)of this Tenement’s land area overlaps the Mineralisation Zone. 7. Road Reserve Tenement E40/379 overlaps with Kookynie Malcolm Road. Tenement E40/379 overlaps with Melita Road. Tenement E59/2486 overlaps with Yalgoo Road. Tenement P57/1450 overlaps with Paynes Find Sandstone Road. 8. Railway Reserve Tenement E40/279 overlaps with an unnumbered abandoned railway (92.2937HA) (0.88%). 9. File Notation Areas File Notation Areas are an indication of areas where Government has proposed some change of land tenure that is being considered or endorsed by DMIRS for possible implementation and/or areas of some sensitivity to activities by the mineral resource industry that warrants the application of specific tenement conditions. Tenement P57/1450 overlaps with the File Notation Area – FNA 9524, Youanmi (177.0772HA) (93.47%). Tenement E77/2746 overlaps with the File Notation Area – FNA 10129, Lake Deborah East (291.3133HA) (98.71%). Tenement E59/2486 overlaps with the File Notation Areas – FNA 12713, Badimia Determination Area (4491.3958HA) (100%). Tenement E59/2486 overlaps with the File Notation Areas – FNA 15020, Thundelarra National Park (4490.7424HA) (99.99%). 10. Rail Corridor Land Rail Corridor Land - Under section 34 of the Rail Freight System Act 2000, the Minister for Planning and Infrastructure may designate government railway land as corridor land by order notice published in the Gazette. The Minister may dispose of corridor land to a company that provides and maintains facilities for the operation of railways. The interest in land that is disposed of cannot be any greater than a leasehold interest. Construction is not permitted on corridor land without the written agreement of the Minister of Planning and Infrastructure unless regulations state that agreement is not required. Regulations are currently being drafted to permit limited construction on	Western Mines Group Limited Page 28 6 May2021 5364-01/2609422_8 Land Type Description (g) P38/4203 – 9.7154HA (100%) of this Tenement’s land area overlaps with the Ground Water Area; and (h) E39/2223 – 3266.7913HA (100%) of this Tenement’s land area overlaps with the Ground Water Area. 6. Mineralisation Zone Area in which applications of Exploration Licences are restricted to a maximum of 70 blocks (required by s57(1) Mining Act). Section 57(2aa) Mining Act states that if the area of land is in an area of the state designated under s57A(1) it shall not be more than 200 blocks. Mineralisation Zone – MZ 2, Non-Section 57 (2AA), Southern Section was identified on the following Tenements: (a) E57/1119- 1205.379HA (100%) of this Tenement’s land area overlaps the Mineralisation Zone; (b) P57/1450 – 189.4562HA (100%) of this Tenement’s land area overlaps the Mineralisation Zone; (c) E31/1222 – 264.4099HA (100%) of this Tenement’s land area overlaps the Mineralisation Zone; (d) E40/379 – 10473.1147HA (100%) of this Tenement’s land area overlaps the Mineralisation Zone; (e) E77/2478 – 1278.4665HA (100%) of this Tenement’s land area overlaps the Mineralisation Zone; (f) E77/2746 – 295.1151HA (100%) of this Tenement’s land area overlaps the Mineralisation Zone; (g) E59/2486 – 4491.3958HA (100%) of this Tenement’s land area overlaps the Mineralisation Zone; and (h) P38/4203 – 9.7154HA (100%)of this Tenement’s land area overlaps the Mineralisation Zone. 7. Road Reserve Tenement E40/379 overlaps with Kookynie Malcolm Road. Tenement E40/379 overlaps with Melita Road. Tenement E59/2486 overlaps with Yalgoo Road. Tenement P57/1450 overlaps with Paynes Find Sandstone Road. 8. Railway Reserve Tenement E40/279 overlaps with an unnumbered abandoned railway (92.2937HA) (0.88%). 9. File Notation Areas File Notation Areas are an indication of areas where Government has proposed some change of land tenure that is being considered or endorsed by DMIRS for possible implementation and/or areas of some sensitivity to activities by the mineral resource industry that warrants the application of specific tenement conditions. Tenement P57/1450 overlaps with the File Notation Area – FNA 9524, Youanmi (177.0772HA) (93.47%). Tenement E77/2746 overlaps with the File Notation Area – FNA 10129, Lake Deborah East (291.3133HA) (98.71%). Tenement E59/2486 overlaps with the File Notation Areas – FNA 12713, Badimia Determination Area (4491.3958HA) (100%). Tenement E59/2486 overlaps with the File Notation Areas – FNA 15020, Thundelarra National Park (4490.7424HA) (99.99%). 10. Rail Corridor Land Rail Corridor Land - Under section 34 of the Rail Freight System Act 2000, the Minister for Planning and Infrastructure may designate government railway land as corridor land by order notice published in the Gazette. The Minister may dispose of corridor land to a company that provides and maintains facilities for the operation of railways. The interest in land that is disposed of cannot be any greater than a leasehold interest. Construction is not permitted on corridor land without the written agreement of the Minister of Planning and Infrastructure unless regulations state that agreement is not required. Regulations are currently being drafted to permit limited construction on	Western Mines Group Limited Page 28 6 May2021 5364-01/2609422_8 Land Type Description (g) P38/4203 – 9.7154HA (100%) of this Tenement’s land area overlaps with the Ground Water Area; and (h) E39/2223 – 3266.7913HA (100%) of this Tenement’s land area overlaps with the Ground Water Area. 6. Mineralisation Zone Area in which applications of Exploration Licences are restricted to a maximum of 70 blocks (required by s57(1) Mining Act). Section 57(2aa) Mining Act states that if the area of land is in an area of the state designated under s57A(1) it shall not be more than 200 blocks. Mineralisation Zone – MZ 2, Non-Section 57 (2AA), Southern Section was identified on the following Tenements: (a) E57/1119- 1205.379HA (100%) of this Tenement’s land area overlaps the Mineralisation Zone; (b) P57/1450 – 189.4562HA (100%) of this Tenement’s land area overlaps the Mineralisation Zone; (c) E31/1222 – 264.4099HA (100%) of this Tenement’s land area overlaps the Mineralisation Zone; (d) E40/379 – 10473.1147HA (100%) of this Tenement’s land area overlaps the Mineralisation Zone; (e) E77/2478 – 1278.4665HA (100%) of this Tenement’s land area overlaps the Mineralisation Zone; (f) E77/2746 – 295.1151HA (100%) of this Tenement’s land area overlaps the Mineralisation Zone; (g) E59/2486 – 4491.3958HA (100%) of this Tenement’s land area overlaps the Mineralisation Zone; and (h) P38/4203 – 9.7154HA (100%)of this Tenement’s land area overlaps the Mineralisation Zone. 7. Road Reserve Tenement E40/379 overlaps with Kookynie Malcolm Road. Tenement E40/379 overlaps with Melita Road. Tenement E59/2486 overlaps with Yalgoo Road. Tenement P57/1450 overlaps with Paynes Find Sandstone Road. 8. Railway Reserve Tenement E40/279 overlaps with an unnumbered abandoned railway (92.2937HA) (0.88%). 9. File Notation Areas File Notation Areas are an indication of areas where Government has proposed some change of land tenure that is being considered or endorsed by DMIRS for possible implementation and/or areas of some sensitivity to activities by the mineral resource industry that warrants the application of specific tenement conditions. Tenement P57/1450 overlaps with the File Notation Area – FNA 9524, Youanmi (177.0772HA) (93.47%). Tenement E77/2746 overlaps with the File Notation Area – FNA 10129, Lake Deborah East (291.3133HA) (98.71%). Tenement E59/2486 overlaps with the File Notation Areas – FNA 12713, Badimia Determination Area (4491.3958HA) (100%). Tenement E59/2486 overlaps with the File Notation Areas – FNA 15020, Thundelarra National Park (4490.7424HA) (99.99%). 10. Rail Corridor Land Rail Corridor Land - Under section 34 of the Rail Freight System Act 2000, the Minister for Planning and Infrastructure may designate government railway land as corridor land by order notice published in the Gazette. The Minister may dispose of corridor land to a company that provides and maintains facilities for the operation of railways. The interest in land that is disposed of cannot be any greater than a leasehold interest. Construction is not permitted on corridor land without the written agreement of the Minister of Planning and Infrastructure unless regulations state that agreement is not required. Regulations are currently being drafted to permit limited construction on
		Land Type	Description
			(g) P38/4203 – 9.7154HA (100%) of this Tenement’s land area overlaps with the Ground Water Area; and (h) E39/2223 – 3266.7913HA (100%) of this Tenement’s land area overlaps with the Ground Water Area.
	6.	Mineralisation Zone	Area in which applications of Exploration Licences are restricted to a maximum of 70 blocks (required by s57(1) Mining Act). Section 57(2aa) Mining Act states that if the area of land is in an area of the state designated under s57A(1) it shall not be more than 200 blocks. Mineralisation Zone – MZ 2, Non-Section 57 (2AA), Southern Section was identified on the following Tenements: (a) E57/1119- 1205.379HA (100%) of this Tenement’s land area overlaps the Mineralisation Zone; (b) P57/1450 – 189.4562HA (100%) of this Tenement’s land area overlaps the Mineralisation Zone; (c) E31/1222 – 264.4099HA (100%) of this Tenement’s land area overlaps the Mineralisation Zone; (d) E40/379 – 10473.1147HA (100%) of this Tenement’s land area overlaps the Mineralisation Zone; (e) E77/2478 – 1278.4665HA (100%) of this Tenement’s land area overlaps the Mineralisation Zone; (f) E77/2746 – 295.1151HA (100%) of this Tenement’s land area overlaps the Mineralisation Zone; (g) E59/2486 – 4491.3958HA (100%) of this Tenement’s land area overlaps the Mineralisation Zone; and (h) P38/4203 – 9.7154HA (100%)of this Tenement’s land area overlaps the Mineralisation Zone.
	7.	Road Reserve	Tenement E40/379 overlaps with Kookynie Malcolm Road. Tenement E40/379 overlaps with Melita Road. Tenement E59/2486 overlaps with Yalgoo Road. Tenement P57/1450 overlaps with Paynes Find Sandstone Road.
	8.	Railway Reserve	Tenement E40/279 overlaps with an unnumbered abandoned railway (92.2937HA) (0.88%).
	9.	File Notation Areas	File Notation Areas are an indication of areas where Government has proposed some change of land tenure that is being considered or endorsed by DMIRS for possible implementation and/or areas of some sensitivity to activities by the mineral resource industry that warrants the application of specific tenement conditions. Tenement P57/1450 overlaps with the File Notation Area – FNA 9524, Youanmi (177.0772HA) (93.47%). Tenement E77/2746 overlaps with the File Notation Area – FNA 10129, Lake Deborah East (291.3133HA) (98.71%). Tenement E59/2486 overlaps with the File Notation Areas – FNA 12713, Badimia Determination Area (4491.3958HA) (100%). Tenement E59/2486 overlaps with the File Notation Areas – FNA 15020, Thundelarra National Park (4490.7424HA) (99.99%).
	10.	Rail Corridor Land	Rail Corridor Land - Under section 34 of the Rail Freight System Act 2000, the Minister for Planning and Infrastructure may designate government railway land as corridor land by order notice published in the Gazette. The Minister may dispose of corridor land to a company that provides and maintains facilities for the operation of railways. The interest in land that is disposed of cannot be any greater than a leasehold interest. Construction is not permitted on corridor land without the written agreement of the Minister of Planning and Infrastructure unless regulations state that agreement is not required. Regulations are currently being drafted to permit limited construction on
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	Western Mines Group Limited Page 29 6 May2021 5364-01/2609422_8 Land Type Description corridor land without the written consent of the Minister of Planning and Infrastructure. Corridor land may not be used in a way that is inconsistent with rights conferred by the Minister of Planning and Infrastructure. The Public Transport Authority of WA manages corridor land on behalf of the Minister of Planning and Infrastructure. Tenement E40/379 overlaps with the Rail Corridor Land, Kookynie to Leonora (92.2906HA) (0.88%). 11. Calm Purchased Former Leases Calm purchased former lease areas are acquired to protect ecosystems containing threatened species and ecological communities which may not be adequately represented in existing reserves. Once purchased they are divested under the Land Administration Act 1997 and the area reverts, on an interim basis, to unallocated Crown land. In the future these areas will be considered for conversion to Crown reserves, or possibly other tenure, to allow for vesting in the Conservation and parks Commission of WA. Tenement E59/2486 overlaps with the Calm Purchased Former Lease – CPL 56, Thundelarra (4490.7426HA) (99.99%). Table 4- Registered Dealings and Encumbrances Dealing/Encumbrance Description 1. Objection SC14/178 Lodged: 16:26:43 20 September 2017 Objectors: W A Salt Koolyanobbing Pty Ltd Objection Type: Tenement Application Recorded: 16:26:43 20 September 2017 Finalised: 10:04 24 July 2018 Result: Objection Withdrawn 2. Objection SC15/178 Lodged: 11:08:12 21 September 2017 Objectors: Cliffs Asia Pacific Iron Ore Pty Ltd Objection Type: Tenement Application Recorded: 11:08:12 21 September 2017 Finalised: 15:01 23 January 2018 Result: Objection Withdrawn 3. Objection 592176 Lodged: 08:30 11 December 2020 Objectors: W A Salt Koolyanobbing Pty Ltd Objection Type: Tenement Application Recorded: 08:30 11 December 2020	Western Mines Group Limited Page 29 6 May2021 5364-01/2609422_8 Land Type Description corridor land without the written consent of the Minister of Planning and Infrastructure. Corridor land may not be used in a way that is inconsistent with rights conferred by the Minister of Planning and Infrastructure. The Public Transport Authority of WA manages corridor land on behalf of the Minister of Planning and Infrastructure. Tenement E40/379 overlaps with the Rail Corridor Land, Kookynie to Leonora (92.2906HA) (0.88%). 11. Calm Purchased Former Leases Calm purchased former lease areas are acquired to protect ecosystems containing threatened species and ecological communities which may not be adequately represented in existing reserves. Once purchased they are divested under the Land Administration Act 1997 and the area reverts, on an interim basis, to unallocated Crown land. In the future these areas will be considered for conversion to Crown reserves, or possibly other tenure, to allow for vesting in the Conservation and parks Commission of WA. Tenement E59/2486 overlaps with the Calm Purchased Former Lease – CPL 56, Thundelarra (4490.7426HA) (99.99%). Table 4- Registered Dealings and Encumbrances Dealing/Encumbrance Description 1. Objection SC14/178 Lodged: 16:26:43 20 September 2017 Objectors: W A Salt Koolyanobbing Pty Ltd Objection Type: Tenement Application Recorded: 16:26:43 20 September 2017 Finalised: 10:04 24 July 2018 Result: Objection Withdrawn 2. Objection SC15/178 Lodged: 11:08:12 21 September 2017 Objectors: Cliffs Asia Pacific Iron Ore Pty Ltd Objection Type: Tenement Application Recorded: 11:08:12 21 September 2017 Finalised: 15:01 23 January 2018 Result: Objection Withdrawn 3. Objection 592176 Lodged: 08:30 11 December 2020 Objectors: W A Salt Koolyanobbing Pty Ltd Objection Type: Tenement Application Recorded: 08:30 11 December 2020	Western Mines Group Limited Page 29 6 May2021 5364-01/2609422_8 Land Type Description corridor land without the written consent of the Minister of Planning and Infrastructure. Corridor land may not be used in a way that is inconsistent with rights conferred by the Minister of Planning and Infrastructure. The Public Transport Authority of WA manages corridor land on behalf of the Minister of Planning and Infrastructure. Tenement E40/379 overlaps with the Rail Corridor Land, Kookynie to Leonora (92.2906HA) (0.88%). 11. Calm Purchased Former Leases Calm purchased former lease areas are acquired to protect ecosystems containing threatened species and ecological communities which may not be adequately represented in existing reserves. Once purchased they are divested under the Land Administration Act 1997 and the area reverts, on an interim basis, to unallocated Crown land. In the future these areas will be considered for conversion to Crown reserves, or possibly other tenure, to allow for vesting in the Conservation and parks Commission of WA. Tenement E59/2486 overlaps with the Calm Purchased Former Lease – CPL 56, Thundelarra (4490.7426HA) (99.99%). Table 4- Registered Dealings and Encumbrances Dealing/Encumbrance Description 1. Objection SC14/178 Lodged: 16:26:43 20 September 2017 Objectors: W A Salt Koolyanobbing Pty Ltd Objection Type: Tenement Application Recorded: 16:26:43 20 September 2017 Finalised: 10:04 24 July 2018 Result: Objection Withdrawn 2. Objection SC15/178 Lodged: 11:08:12 21 September 2017 Objectors: Cliffs Asia Pacific Iron Ore Pty Ltd Objection Type: Tenement Application Recorded: 11:08:12 21 September 2017 Finalised: 15:01 23 January 2018 Result: Objection Withdrawn 3. Objection 592176 Lodged: 08:30 11 December 2020 Objectors: W A Salt Koolyanobbing Pty Ltd Objection Type: Tenement Application Recorded: 08:30 11 December 2020
		Land Type	Description
			corridor land without the written consent of the Minister of Planning and Infrastructure. Corridor land may not be used in a way that is inconsistent with rights conferred by the Minister of Planning and Infrastructure. The Public Transport Authority of WA manages corridor land on behalf of the Minister of Planning and Infrastructure. Tenement E40/379 overlaps with the Rail Corridor Land, Kookynie to Leonora (92.2906HA) (0.88%).
	11.	Calm Purchased Former Leases	Calm purchased former lease areas are acquired to protect ecosystems containing threatened species and ecological communities which may not be adequately represented in existing reserves. Once purchased they are divested under the Land Administration Act 1997 and the area reverts, on an interim basis, to unallocated Crown land. In the future these areas will be considered for conversion to Crown reserves, or possibly other tenure, to allow for vesting in the Conservation and parks Commission of WA. Tenement E59/2486 overlaps with the Calm Purchased Former Lease – CPL 56, Thundelarra (4490.7426HA) (99.99%).
	Tabl	e 4- Registered Dealings a
		Dealing/Encumbrance	Description
	1.	Objection SC14/178	Lodged: 16:26:43 20 September 2017 Objectors: W A Salt Koolyanobbing Pty Ltd Objection Type: Tenement Application Recorded: 16:26:43 20 September 2017 Finalised: 10:04 24 July 2018 Result: Objection Withdrawn
	2.	Objection SC15/178	Lodged: 11:08:12 21 September 2017 Objectors: Cliffs Asia Pacific Iron Ore Pty Ltd Objection Type: Tenement Application Recorded: 11:08:12 21 September 2017 Finalised: 15:01 23 January 2018 Result: Objection Withdrawn
	3.	Objection 592176	Lodged: 08:30 11 December 2020 Objectors: W A Salt Koolyanobbing Pty Ltd Objection Type: Tenement Application Recorded: 08:30 11 December 2020
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	Western Mines Group Limited Page 30 6 May2021 5364-01/2609422_8 Dealing/Encumbrance Description 4. Application to Amend 592100 Lodged: 09:48:55 10 December 2020 Amending: Name From: Legendre, Bruce To: Legendre, Bruce Robert Recorded: 09:48:55 10 December 2020 5. Application to Amend 534163 Lodged: 10:25 03 July 2018 Rejected: 20:25 03 July 2018 6. Extension/Renewal of Term 590419 Lodged: 08:30 16 November 2020 Applied for Period: 4 Years Recorded: 08:30 16 November 2020 Granted: 12 January 2021 Granted Period: 4 Years Term Extended To: 28/12/2024 7. Miscellaneous Entry Ballot conducted in Warden’s Court on the 24 January 2020 to determine priority between applications for Exploration Licenses 31/1222 and 31/1224 in respect of Kalgoorlie 1:1 million Primary Block No. 1470. E31/1222 was first drawn. E31/1224 was drawn second. 8. Objection 526963 Lodged: 15:43:24 03 April 2018 Objectors: Murrin Murrin Holdings Pty Limited, Glenmurrin Pty Limited, Yilgarn Mining (WA) Pty Ltd Objection Type: Tenement Application Recorded: 15:43:24 03 April 2018 Withdrawn: 14:15 23 October 2018 9. Objection 528674 Lodged: 12:14:50 24 April 2018 Objectors: Lord Byron Mining Pty Ltd Objection Type: Tenement Application Recorded: 12:14:50 24 April 2018 Withdrawn: 14:15 17 November 2020	Western Mines Group Limited Page 30 6 May2021 5364-01/2609422_8 Dealing/Encumbrance Description 4. Application to Amend 592100 Lodged: 09:48:55 10 December 2020 Amending: Name From: Legendre, Bruce To: Legendre, Bruce Robert Recorded: 09:48:55 10 December 2020 5. Application to Amend 534163 Lodged: 10:25 03 July 2018 Rejected: 20:25 03 July 2018 6. Extension/Renewal of Term 590419 Lodged: 08:30 16 November 2020 Applied for Period: 4 Years Recorded: 08:30 16 November 2020 Granted: 12 January 2021 Granted Period: 4 Years Term Extended To: 28/12/2024 7. Miscellaneous Entry Ballot conducted in Warden’s Court on the 24 January 2020 to determine priority between applications for Exploration Licenses 31/1222 and 31/1224 in respect of Kalgoorlie 1:1 million Primary Block No. 1470. E31/1222 was first drawn. E31/1224 was drawn second. 8. Objection 526963 Lodged: 15:43:24 03 April 2018 Objectors: Murrin Murrin Holdings Pty Limited, Glenmurrin Pty Limited, Yilgarn Mining (WA) Pty Ltd Objection Type: Tenement Application Recorded: 15:43:24 03 April 2018 Withdrawn: 14:15 23 October 2018 9. Objection 528674 Lodged: 12:14:50 24 April 2018 Objectors: Lord Byron Mining Pty Ltd Objection Type: Tenement Application Recorded: 12:14:50 24 April 2018 Withdrawn: 14:15 17 November 2020	Western Mines Group Limited Page 30 6 May2021 5364-01/2609422_8 Dealing/Encumbrance Description 4. Application to Amend 592100 Lodged: 09:48:55 10 December 2020 Amending: Name From: Legendre, Bruce To: Legendre, Bruce Robert Recorded: 09:48:55 10 December 2020 5. Application to Amend 534163 Lodged: 10:25 03 July 2018 Rejected: 20:25 03 July 2018 6. Extension/Renewal of Term 590419 Lodged: 08:30 16 November 2020 Applied for Period: 4 Years Recorded: 08:30 16 November 2020 Granted: 12 January 2021 Granted Period: 4 Years Term Extended To: 28/12/2024 7. Miscellaneous Entry Ballot conducted in Warden’s Court on the 24 January 2020 to determine priority between applications for Exploration Licenses 31/1222 and 31/1224 in respect of Kalgoorlie 1:1 million Primary Block No. 1470. E31/1222 was first drawn. E31/1224 was drawn second. 8. Objection 526963 Lodged: 15:43:24 03 April 2018 Objectors: Murrin Murrin Holdings Pty Limited, Glenmurrin Pty Limited, Yilgarn Mining (WA) Pty Ltd Objection Type: Tenement Application Recorded: 15:43:24 03 April 2018 Withdrawn: 14:15 23 October 2018 9. Objection 528674 Lodged: 12:14:50 24 April 2018 Objectors: Lord Byron Mining Pty Ltd Objection Type: Tenement Application Recorded: 12:14:50 24 April 2018 Withdrawn: 14:15 17 November 2020
		Dealing/Encumbrance	Description
	4.	Application to Amend 592100	Lodged: 09:48:55 10 December 2020 Amending: Name From: Legendre, Bruce To: Legendre, Bruce Robert Recorded: 09:48:55 10 December 2020
	5.	Application to Amend 534163	Lodged: 10:25 03 July 2018 Rejected: 20:25 03 July 2018
	6.	Extension/Renewal of Term 590419	Lodged: 08:30 16 November 2020 Applied for Period: 4 Years Recorded: 08:30 16 November 2020 Granted: 12 January 2021 Granted Period: 4 Years Term Extended To: 28/12/2024
	7.	Miscellaneous Entry	Ballot conducted in Warden’s Court on the 24 January 2020 to determine priority between applications for Exploration Licenses 31/1222 and 31/1224 in respect of Kalgoorlie 1:1 million Primary Block No. 1470. E31/1222 was first drawn. E31/1224 was drawn second.
	8.	Objection 526963	Lodged: 15:43:24 03 April 2018 Objectors: Murrin Murrin Holdings Pty Limited, Glenmurrin Pty Limited, Yilgarn Mining (WA) Pty Ltd Objection Type: Tenement Application Recorded: 15:43:24 03 April 2018 Withdrawn: 14:15 23 October 2018
	9.	Objection 528674	Lodged: 12:14:50 24 April 2018 Objectors: Lord Byron Mining Pty Ltd Objection Type: Tenement Application Recorded: 12:14:50 24 April 2018 Withdrawn: 14:15 17 November 2020
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	Western Mines Group Limited Page 31 6 May2021 5364-01/2609422_8 Dealing/Encumbrance Description 10. Application to Amend 619566 Lodged: 13:56:54 06 April 2021 Amending: Address From: Western Mines Group Pty Ltd, C/- MKII Consulting Pty Ltd, PO Box 753, Wembley, WA, 6913 To: Western Mines Group Pty Ltd, Western Mines Group Pty Ltd, C/- MKII Consulting Pty Ltd, PO Box 753, Wembley, WA, 6913, martin@mk2consulting.com.au, 08 9284 1555. Recorded: 13:56:54 06 April 2021 11. Application to Amend 619568 Lodged: 14:04:25 Amending: Address From: Legendre, Bruce Robert, Legendre Bruce Robert, Po Box 360, Subiaco Po, WA, 6904, aamex@cdi.com.au, 0417187541. To: Legendre, Bruce Robert, Legendre, Bruce Robert, C/- Mkii Consulting Pty Ltd, PO Box 753, Wembley, WA, 6913, Martin@Mk2consulting.Com.Au, 08 9284 1555. Recorded: 14:04:25 06 April 2021 12. Objection 617428 Lodged: 12:17:42 10 March 2021 Objectors: AngloGold Ashanti Australia Limited, IGO Limited Objection Type: Tenement Application Recorded: 12:17:42 10 March 2021 13. Objection 619058 Lodged: 11:34:18 29 March 2021 Objectors: Debbie Hansen & Ors on behalf of the Upurli Upurli Nguratja Native Title Claim Group (WAD 281/2020) Objection Type: Tenement Application Recorded: 11:34:18 29 March 2021	Western Mines Group Limited Page 31 6 May2021 5364-01/2609422_8 Dealing/Encumbrance Description 10. Application to Amend 619566 Lodged: 13:56:54 06 April 2021 Amending: Address From: Western Mines Group Pty Ltd, C/- MKII Consulting Pty Ltd, PO Box 753, Wembley, WA, 6913 To: Western Mines Group Pty Ltd, Western Mines Group Pty Ltd, C/- MKII Consulting Pty Ltd, PO Box 753, Wembley, WA, 6913, martin@mk2consulting.com.au, 08 9284 1555. Recorded: 13:56:54 06 April 2021 11. Application to Amend 619568 Lodged: 14:04:25 Amending: Address From: Legendre, Bruce Robert, Legendre Bruce Robert, Po Box 360, Subiaco Po, WA, 6904, aamex@cdi.com.au, 0417187541. To: Legendre, Bruce Robert, Legendre, Bruce Robert, C/- Mkii Consulting Pty Ltd, PO Box 753, Wembley, WA, 6913, Martin@Mk2consulting.Com.Au, 08 9284 1555. Recorded: 14:04:25 06 April 2021 12. Objection 617428 Lodged: 12:17:42 10 March 2021 Objectors: AngloGold Ashanti Australia Limited, IGO Limited Objection Type: Tenement Application Recorded: 12:17:42 10 March 2021 13. Objection 619058 Lodged: 11:34:18 29 March 2021 Objectors: Debbie Hansen & Ors on behalf of the Upurli Upurli Nguratja Native Title Claim Group (WAD 281/2020) Objection Type: Tenement Application Recorded: 11:34:18 29 March 2021	Western Mines Group Limited Page 31 6 May2021 5364-01/2609422_8 Dealing/Encumbrance Description 10. Application to Amend 619566 Lodged: 13:56:54 06 April 2021 Amending: Address From: Western Mines Group Pty Ltd, C/- MKII Consulting Pty Ltd, PO Box 753, Wembley, WA, 6913 To: Western Mines Group Pty Ltd, Western Mines Group Pty Ltd, C/- MKII Consulting Pty Ltd, PO Box 753, Wembley, WA, 6913, martin@mk2consulting.com.au, 08 9284 1555. Recorded: 13:56:54 06 April 2021 11. Application to Amend 619568 Lodged: 14:04:25 Amending: Address From: Legendre, Bruce Robert, Legendre Bruce Robert, Po Box 360, Subiaco Po, WA, 6904, aamex@cdi.com.au, 0417187541. To: Legendre, Bruce Robert, Legendre, Bruce Robert, C/- Mkii Consulting Pty Ltd, PO Box 753, Wembley, WA, 6913, Martin@Mk2consulting.Com.Au, 08 9284 1555. Recorded: 14:04:25 06 April 2021 12. Objection 617428 Lodged: 12:17:42 10 March 2021 Objectors: AngloGold Ashanti Australia Limited, IGO Limited Objection Type: Tenement Application Recorded: 12:17:42 10 March 2021 13. Objection 619058 Lodged: 11:34:18 29 March 2021 Objectors: Debbie Hansen & Ors on behalf of the Upurli Upurli Nguratja Native Title Claim Group (WAD 281/2020) Objection Type: Tenement Application Recorded: 11:34:18 29 March 2021
		Dealing/Encumbrance	Description
	10.	Application to Amend 619566	Lodged: 13:56:54 06 April 2021 Amending: Address From: Western Mines Group Pty Ltd, C/- MKII Consulting Pty Ltd, PO Box 753, Wembley, WA, 6913 To: Western Mines Group Pty Ltd, Western Mines Group Pty Ltd, C/- MKII Consulting Pty Ltd, PO Box 753, Wembley, WA, 6913, martin@mk2consulting.com.au, 08 9284 1555. Recorded: 13:56:54 06 April 2021
	11.	Application to Amend 619568	Lodged: 14:04:25 Amending: Address From: Legendre, Bruce Robert, Legendre Bruce Robert, Po Box 360, Subiaco Po, WA, 6904, aamex@cdi.com.au, 0417187541. To: Legendre, Bruce Robert, Legendre, Bruce Robert, C/- Mkii Consulting Pty Ltd, PO Box 753, Wembley, WA, 6913, Martin@Mk2consulting.Com.Au, 08 9284 1555. Recorded: 14:04:25 06 April 2021
	12.	Objection 617428	Lodged: 12:17:42 10 March 2021 Objectors: AngloGold Ashanti Australia Limited, IGO Limited Objection Type: Tenement Application Recorded: 12:17:42 10 March 2021
	13.	Objection 619058	Lodged: 11:34:18 29 March 2021 Objectors: Debbie Hansen & Ors on behalf of the Upurli Upurli Nguratja Native Title Claim Group (WAD 281/2020) Objection Type: Tenement Application Recorded: 11:34:18 29 March 2021
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Western Mines Group Limited Page 32 6 May 2021

PART II – NATIVE TITLE CLAIMS

TENEMENT	TRIBUNAL NUMBER	FEDERAL COURT NUMBER	APPLICATION NAME	REGISTERED	IN MEDIATION	STATUS
E31/1222	WC2017/001	WAD186/2017	Majoria May Strickland & Anor v State of Western Australia (Maduwongga)	Yes	No	Registered by NNTT on 3 March 2017, not yet determined by the Federal Court.
E39/2079 E31/1222 E40/379 P38/4203	WC2019/002	WAD91/2019	Patricia Lewis & Ors on behalf of the Nyalpa Pirn Native Title Claim Group and State of Western Australia & Ors (Nyalpa Pirniku)	Yes	No	Registered by NNTT on 15 May 2019, not yet determined by the Federal Court.
P57/1450	WC1999/010	WAD6064/1998	Raymond William Ashwin & Others on behalf of the Wutha People v State of Western Australia & Others (Wutha)	No	No	Dismissed on 9 April 2019.
E77/2478 E77/2746	WC2017/007	WAD647/2017	Brian Champion & Ors on behalf of the Marlinyu Ghoorlie Claim Group and state of Western Australia & Ors (Marlinyu Ghoorlie)	Yes	No	Registered by NNTT on 28 March 2019, not yet determined by the Federal Court
E39/2132 E39/2223	WC2020/004	WAD281/2020	Debbie Hansen & Ors on behalf of the Upurli Nguratja Native Title Claim Group and State of Western Australia (Upurli Upurli Nguratja)	Yes	No	Registered by NNTT on 22 January 2021, not yet determined by the Federal Court.
E59/2486	WCD2015/001	WAD6123/1998	CG (Deceased) on behalf of the Badimia People v State of Western Australia (No 2)	No	No	Dismissed on 25 May 2015.

NATIVE TITLE DETERMINATIONS

The land under P57/1450 is subject to Native Title Determination WAD6064/1998 that native title does not exist in relation to parts of the land the subject of those Tenements.

The land under E59/2486 is subject to Native Title Determination WAD6123/1998 that native title does not exist in relation to parts of the land the subject of those Tenements.

ILUAs

As at the date of this Report, there are no registered ILUA’s in respect of the Tenements.

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Western Mines Group Limited	Page 33
6 May2021
HERITAGE & COMPENSATION AGREEMENTS

The current holders of E31/1222, P57/1450 and E57/1119 have signed aboriginal heritage agreements. For further information relating to these agreement, refer to Part III of this Report.

ABORIGINAL HERITAGE SITES – WESTERN AUSTRALIA

REGISTERED SITE	AFFECTED TENEMENT/S	STATUS	NAME
Aboriginal Registered Site ID: 2708	E31/1222	Registered	Lake Reyside (Raeside)
Aboriginal Registered Site ID: 1524	E39/2079	Registered	Jasper Stone Arrangement
Aboriginal Registered Site ID: 1515	E40/379	Registered	Melita Station 3
Aboriginal Registered Site ID: 2709	E40/379	Registered	Lake Reyside (Raeside)
Aboriginal Registered Site ID: 3004	E40/379	Registered	Melita Station 1

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Western Mines Group Limited Page 34
6 May 2021
PART III – MATERIAL CONTRACT SUMMARIES
HERITAGE AGREEMENTS
Applications for exploration licences will generally not be processed for grant through an
expedited procedure unless the applicant for the licence provides evidence that an
appropriate Aboriginal heritage agreement has been entered into with any affected
registered Native Title Claimant ( NTC ) (if any).
Aboriginal heritage agreements will generally include a process of engagement
between the parties to protect Aboriginal heritage. This process includes the undertaking
of heritage surveys to identify Aboriginal site. A procedure is usually included for the
parties to consider the proposed works on the tenements, and decide on the best
course of action given any potential impacts the proposed works may have on
Aboriginal sites.
On 11 February 2020, the previous holder of E31/1222 (the granted tenement comprising
the Broken Hill Project) signed an aboriginal heritage agreement and provided it to the
relevant NTC. The Company has not received a response to date from the NTC and so
this agreement has not been signed. Despite this, E31/1222 has been granted.
On 13 December 2018, the previous holder of P57/1450 (the tenement comprising the
Youanmi Tenement A) entered into a regional standard heritage agreement with the
relevant NTC in relation to P57/1450.
On 14 May 2019, the previous holder of E57/1119 (the tenement comprising the Youanmi
Tenement B) entered into a regional standard heritage agreement with the relevant NTC
in relation to E57/1119.
The purpose behind these agreements was to:
(a) enable the applications for the relevant Tenements to be granted without
objection; and
(b) ensure that in exercise of its rights as tenement holder, that holder ensures that
aboriginal sites (as that term is defined in section 5 of the Aboriginal Heritage
Act) are protected.
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6 May 2021
TENEMENT SALE AGREEMENTS AND ROYALTY DEEDS
1. Tenement Sale Agreement - Joseph Legendre
On 2 October 2020, Company entered into an agreement to acquire E57/1119
( Youanmi Tenement A ) from Joseph Legendre ( J Legendre Agreement ).
The material terms of the J Legendre Agreement are as follows:
Completion Completion of J Legendre Agreement was interdependent
on completion of the Legend Agreement, which
simultaneously occurred on 18 November 2020.
Consideration In consideration for the disposal of the Youanmi Tenement
A, the Company agreed to provide the following as
consideration to Joseph Legendre:
(a) the issue of 200,000 Options exercisable at $0.30,
with an expiry date of three (3) years from the
date of issue, on completion of the J Legendre
Agreement;
(b) the issue of 200,000 Shares with a deemed issue
price of $0.10 per share, on completion of the J
Legendre Agreement;
(c) an initial cash payment of $10,000 (exclusive of
GST), on completion of the J Legendre
Agreement;
(d) a deferred cash payment of $10,000 (exclusive of
GST), on the earlier of, the date of completion of
the initial public offer undertaken by the
Company, or the date being 12 months after the
completion date of the J Legendre Agreement
(i.e. 18 November 2021); and
(e) the payment of a 1% net smelter royalty upon any
minerals, metals, concentrate, ore or other
products derived from commercial mining
operations on the Youanmi Tenement A
( Products ),
Environmental Liabilities The Company has assumed all environmental liabilities and
rehabilitation obligations arising in relation to the Youanmi
Tenement A for the period subsequent to completion of the
J Legendre Agreement.
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The J Legendre Agreement otherwise contains terms and conditions considered standard for an agreement of this kind.

2. J Legendre Royalty Deed

The Company and Joseph Legendre have entered into a royalty deed in relation to the Youanmi Tenement A (as that term is defined in the J Legendre Agreement) ( J Legendre Royalty Deed ).

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The key terms of the J Legendre Royalty Deed are as follows:
Royalty The royalty shall be calculated for each calendar quarter as
1% of the net smelter return, whereby the net smelter return
is calculated by:
(a) assessing the gross proceeds actually received by
the Company from the sale or disposal of any
Products (as that term is defined in the summary
of the J Legendre Agreement); and
(b) deducting all costs paid or incurred by the
Company in relation to the production and/or
sale of the Products (excluding mining and
processing costs) and including:
(i) all costs of smelting and refining
including penalties for impurities and all
umpire charges;
(ii) all taxes (excluding taxes based on
income), excise duties and levies paid
by the Company; and
(iii) any royalty payable to a state, regional
or federal authority, or representative
native title group.
Right to Lodge Caveat Joseph Legendre may lodge a caveat over the Youanmi
Tenement A to protect his interests under the J Legendre
Royalty Deed
Third Party Interests The Company may not dispose of any interest in the
Youanmi Tenement A to a third party except by the
registration of an encumbrance which is subject to the
royalty obligation owed to Joseph Legendre, the sale of
any Products in the ordinary course of business or otherwise
with the prior consent of Joseph Legendre.
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The J Legendre Royalty Deed otherwise contains terms and conditions considered standard for an agreement of this kind. 3. Tenement Sale Agreement - Legend Resources Pty Ltd

On 2 October 2020, the Company entered into an agreement to acquire P57/1450 ( Youanmi Tenement B ) from Legend Resources Pty Ltd (ACN 119 100 784) ( Legend ) ( Legend Agreement ).

The material terms of the Legend Agreement are as follows:

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Completion Completion of the Legend Agreement was interdependent
on completion of the J Legendre Agreement, which
simultaneously occurred on 18 November 2020.
Consideration In consideration for the disposal of the Youanmi Tenement
B, the Company agreed to provide the following as
consideration to Legend:
(a) the issue of 200,000 Options exercisable at $0.30,
with an expiry date of three (3) years from the
date of issue, on completion of the Legend
Agreement;
(b) the issue of 200,000 Shares at a deemed issue
price of $0.10 per Share, on completion of the
Legend Agreement;
(c) a cash payment of $10,000 (exclusive of GST), on
completion of the Legend Agreement;
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Western Mines Group Limited Page 37
6 May 2021
(d) a deferred cash payment of $10,000 (exclusive of
GST), on the earlier of, the date of completion of
the initial public offer undertaken by the
Company, or the date being 12 months after the
completion date of the Legend Agreement (i.e.
18 November 2021); and
(e) the payment of a 1% net smelter royalty upon any
minerals, metals, concentrate, ore or other
products derived from commercial mining
operations on the Youanmi Tenement B
( Products ).
Environmental Liabilities The Company has assumed all environmental liabilities and
rehabilitation obligations arising in relation to the Youanmi
Tenement B for the period subsequent to completion of the
Legend Agreement.
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The Legend Agreement otherwise contains terms and conditions considered standard for an agreement of this kind.

4. Legend Royalty Deed

The Company and Legend have entered into a royalty deed in relation to the Youanmi Tenement B (as that term is defined in the Legend Agreement) ( Legend Royalty Deed ).

The key terms of the Legend Royalty Deed are as follows:

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Royalty The royalty shall be calculated for each calendar quarter as
1% of the net smelter return, whereby the net smelter return
is calculated by:
(a) assessing the gross proceeds actually received by
the Company from the sale or disposal of any
Products (as that term is defined in the summary
of the Legend Agreement); and
(b) deducting all costs paid or incurred by the
Company in relation to the production and/or
sale of the Products (excluding mining and
processing costs) and including:
(i) all costs of smelting and refining
including penalties for impurities and all
umpire charges;
(ii) all taxes (excluding taxes based on
income), excise duties and levies paid
by the Company; and
(iii) any royalty payable to a state, regional
or federal authority, or representative
native title group.
Right to Lodge Caveat Legend may lodge a caveat over the Youanmi Tenement B
to protect his interests under the Legend Royalty Deed.
Third Party Interests The Company may not dispose of any interest in the
Youanmi Tenement B to a third party except by the
registration of an encumbrance which is subject to the
royalty obligation owed to Joseph Legendre, the sale of
any Products in the ordinary course of business or otherwise
with the prior consent of Legend.
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The J Legendre Royalty Deed otherwise contains terms and conditions considered standard for an agreement of this kind.

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Western Mines Group Limited Page 38
6 May 2021
5. Tenement Sale Agreement - Bruce Legendre
On 5 October 2020, Company entered into an agreement to acquire E31/1222
( Broken Hill Tenement ), E39/2132 ( Mulga Tank Tenement ), E40/379 ( Melita
Tenement ), E77/2478 ( Pavarotti Tenement ), E39/2079 ( Jasper Hill Tenement ),
E59/2486 ( Pinyalling Tenement ) and P38/4203 ( Rock of Ages Tenement ) from
Bruce Legendre ( B Legendre Agreement )
The material terms of the B Legendre Agreement are as follows:
Completion Completion of B Legendre Agreement occurred on
18 November 2020.
Consideration In consideration for the disposal of the Broken Hill Tenement,
the Mulga Tank Tenement, the Melita Tenement, the
Pavarotti Tenement, the Jasper Hill Tenement, the Pinyalling
Tenement and the Rock of Ages Tenement, the Company
agreed to provide the following as consideration to
Bruce Legendre:
(a) the issue of 1,000,000 Options exercisable at $0.30,
with an expiry date of three (3) years from the
date of issue, on completion of the B Legendre
Agreement;
(b) the issue of 1,000,000 Shares, on completion of the
B Legendre Agreement;
(c) an initial cash payment of $20,000 (exclusive of
GST), on completion of the B Legendre
Agreement;
(d) a deferred cash payment of $60,000 (exclusive of
GST), on the earlier of, the date of completion of
the initial public offer undertaken by the
Company, or the date being 12 months after the
completion date of the Legendre Agreement (i.e
18 November 2021); and
(e) the payment of a 1% net smelter royalty upon any
minerals, metals, concentrate, ore or other
products derived from commercial mining
operations on the Broken Hill Tenement, the Mulga
Tank Tenement, the Melita Tenement, the
Pavarotti Tenement, the Jasper Hill Tenement, the
Pinyalling Tenement and the Rock of Ages
Tenement ( Products ).
The B Legendre Agreement otherwise contains terms and conditions considered
standard for an agreement of this kind.
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6. B Legendre Royalty Deed

The Company and Bruce Legendre have entered into a royalty deed in relation to the Broken Hill Tenement, the Mulga Tank Tenement, the Melita Tenement, the Pavarotti Tenement, the Jasper Hill Tenement, the Pinyalling Tenement and the Rock of Ages Tenement (as those terms are defined in the summary of the B Legendre Agreement) ( B Legendre Royalty Deed ).

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Western Mines Group Limited Page 39
6 May 2021
The material terms of the B Legendre Royalty Deed are as follows:
Royalty The royalty shall be calculated for each calendar quarter as
1% of the net smelter return, whereby the net smelter return
is calculated by:
(a) assessing the gross proceeds actually received by
the Company from the sale or disposal of any
Products (as that term is defined in the B Legendre
Agreement); and
(b) deducting all costs paid or incurred by the
Company in relation to the production and/or
sale of the Products (excluding mining and
processing costs) and including:
(i) all costs of smelting and refining
including penalties for impurities and all
umpire charges;
(ii) all taxes (excluding taxes based on
income), excise duties and levies paid
by the Company; and
(iii) any royalty payable to a state, regional
or federal authority, or representative
native title group.
Right to Lodge Caveat Bruce Legendre may lodge a caveat over the Broken Hill
Tenement, the Mulga Tank Tenement, the Melita Tenement,
the Pavarotti Tenement, the Jasper Hill Tenement, the
Pinyalling Tenement and the Rock of Ages Tenement to
protect its interests under the B Legendre Royalty Deed.
Third Party Interests The Company may not dispose of any interest in the Broken
Hill Tenement, the Mulga Tank Tenement, the Melita
Tenement, the Pavarotti Tenement, the Jasper Hill
Tenement, the Pinyalling Tenement and the Rock of Ages
Tenement to a third party except by the registration of an
encumbrance which is subject to the royalty obligation
owed to Bruce Legendre, the sale of any Products in the
ordinary course of business or otherwise with the prior
consent of Bruce Legendre
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The B Legendre Royalty Deed otherwise contains terms and conditions considered standard for an agreement of this kind.

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Western Mines Group Limited Page 40
6 May 2021
ACCESS AGREEMENTS
1. Access Agreement - W A Salt Koolyanobbing Pty Ltd
On 23 July 2018, W A Salt Koolyanobbing Pty Ltd (ACN 009 401 558) ( Owner ) and
Bruce Robert Legendre ( Applicant ) entered into an access agreement ( WASK
Access Agreement ) with respect to E77/2208 and E77/2478 (together, the
Subsequent Tenements ) and L77/108, L77/179, and L77/263 (together, the
Existing Tenements ).
A summary of the material terms of the WASK Access Agreement are as follows:
Term The WASK Access Agreement continues until the first to
occur of the expiration, surrender (other than a surrender
conditional on the grant of another mining tenement) or
other termination of the Existing Tenements or Subsequent
Tenements or any relevant part of the Existing Tenements or
Subsequent Tenements.
Withdrawal of Objection The Owner has agreed to withdraw the Objections (444757
and 514946) and not lodge any objections, take any other
action to restrict or impede the grant of the Tenements to
the Applicant (or assignee).
Access Applicant is permitted to access the Affected Area and use
the road on the Existing Tenements upon giving written
notice and obtaining written consent, provided that such
access is not granted between 1 September and 31 March
in any year during the term, and during the Owner’s heavy
haulage period between 6:00am and 12:00pm on any
given day.
Assignment The Applicant may not assign, sell or transfer its right, title or
interests under the WASK Access Agreement in respect of
the Subsequent Tenements to a third party ( Incoming Party )
unless the Incoming Party enters into a deed of covenant
with the Owner.
Confidentiality Obligations The WASK Access Agreement contains confidentiality
obligations typical of an agreement of its nature.
Indemnity Applicant agrees to indemnify the Owner from any claims
or liabilities in connection with any Default.
Governing Law and The WASK Access Agreement is governed by the law and
Jurisdiction courts of Western Australia.
The WASK Access Agreement otherwise contains terms and conditions
considered standard for an agreement of this kind.
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2. Access Agreement - Lord Byron Mining Pty Ltd

Lord Byron Mining Pty Ltd (ACN 621 258 482) ( Owner ) and Bruce Robert Legendre ( Applicant ) have entered into an access agreement ( LBM Access Agreement ) with respect to E39/2079 ( Subsequent Tenement ) and L38/120, L39/124, and L39/214 (together, the Existing Tenements ).

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Western Mines Group Limited Page 41
6 May 2021
A summary of the material terms of the LBM Access Agreement are as follows:
Term The LBM Access Agreement continues until the first to occur
of the expiration, surrender (other than a surrender
conditional on the grant of another mining tenement) or
other termination of the Existing Tenements or Subsequent
Tenement or any relevant part of the Existing Tenements or
Subsequent Tenement.
Withdrawal of Objection The Owner has agreed to withdraw the Objection (528674)
and not lodge any objections, take any other action to
restrict or impede the grant of the Subsequent Tenements to
the Applicant (or assignee).
Access The Applicant is permitted to access the Affected Area
upon giving a Proposed Activity Notice not less than 5
business days prior to carrying out Proposed Activities and
obtaining the Owner’s prior written consent. Any Proposed
Activity requiring removal of the Owner’s infrastructure from
the Affected Area requires at least 12 months prior notice
and the Applicant is responsible for the costs incurred by
the Owner with respect to such removal and relocation.
Disposal The Owner of Applicant may dispose of its right, title or
interest under or in respect of any of the Subsequent
Tenements, provided that it also disposes of its right, title
and interests under the LBM Access Agreement.
No disposal to a third party will be of any force or effect
until the third party has entered into a deed in favour of the
non-Disposing party. Upon the third party entering into the
deed, the Disposing Party is released from all obligations
under the LBM Access Agreement to the extent assumed by
the third party.
Indemnity Applicant agrees to indemnify the Owner from any claims
or liabilities in connection with the Affected Area.
Owner’s Activities to Prevail In the event of any conflict between the Owner’s activities
and use of Infrastructure on the one part and the
Applicant’s Proposed Activities on the other part over the
Affected Area, the Owner’s Activities and use and
construction of Infrastructure shall prevail.
Confidentiality Obligations The LBM Access Agreement contains confidentiality
obligations typical of an agreement of its nature.
Governing Law and The LBM Access Agreement is governed by the law and
Jurisdiction courts of Western Australia.
The LBM Access Agreement otherwise contains terms and conditions considered
standard for an agreement of this kind.
3. Access Agreement – Cliffs Asia Pacific Iron Ore Pty Ltd
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On 10 December 2017, Cliffs Asia Pacific Iron Ore Pty Ltd (ACN 001 892 995) ( Owner ) and Bruce Robert Legendre ( Applicant ) entered into an access agreement ( CAPIO Access Agreement ) with respect to E77/2478 ( New Tenement ) and 77/219 and L77/237 (together, the Existing Tenements ).

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199 Prospectus

Western Mines Group Limited Page 42 6 May2021 A summary of the material terms of the CAPIO Access Agreement are as follows: Term The CAPIO Access Agreement continues until the first to occur of the expiration, surrender or other termination of the Existing Tenements or New Tenement. Withdrawal of Objection The Owner has agreed to withdraw the Objection (SC15/178). Access The Applicant is permitted to access the Affected Area upon consultation with the Owner whereby crossing points will be agreed upon. Any proposed Mining Operations requiring removal of the Owner’s infrastructure from the Affected Area requires at least 12 months prior written notice and the Applicant is responsible for the costs incurred by the Owner with respect to such removal and relocation. Assignment The Applicant may not assign, mortgage or charge interests under the CAPIO Access Agreement in respect of the New Tenement to a third party (Transferring Party) unless the Transferring Party enters into an assumption deed of covenant with the Owner. Indemnity Applicant agrees to indemnify the Owner from any claims or liabilities in connection with the Affected Area. The Owner agrees to indemnify the Applicant from any claims suffered or incurred by reason of negligent acts or omission of the Holder in connection with the Affected Area. Confidentiality Obligations The CAPIO Access Agreement contains confidentiality obligations typical of an agreement of its nature. Governing Law and Jurisdiction The CAPIO Access Agreement is governed by the law and courts of Western Australia.	Western Mines Group Limited Page 42 6 May2021 A summary of the material terms of the CAPIO Access Agreement are as follows: Term The CAPIO Access Agreement continues until the first to occur of the expiration, surrender or other termination of the Existing Tenements or New Tenement. Withdrawal of Objection The Owner has agreed to withdraw the Objection (SC15/178). Access The Applicant is permitted to access the Affected Area upon consultation with the Owner whereby crossing points will be agreed upon. Any proposed Mining Operations requiring removal of the Owner’s infrastructure from the Affected Area requires at least 12 months prior written notice and the Applicant is responsible for the costs incurred by the Owner with respect to such removal and relocation. Assignment The Applicant may not assign, mortgage or charge interests under the CAPIO Access Agreement in respect of the New Tenement to a third party (Transferring Party) unless the Transferring Party enters into an assumption deed of covenant with the Owner. Indemnity Applicant agrees to indemnify the Owner from any claims or liabilities in connection with the Affected Area. The Owner agrees to indemnify the Applicant from any claims suffered or incurred by reason of negligent acts or omission of the Holder in connection with the Affected Area. Confidentiality Obligations The CAPIO Access Agreement contains confidentiality obligations typical of an agreement of its nature. Governing Law and Jurisdiction The CAPIO Access Agreement is governed by the law and courts of Western Australia.	Western Mines Group Limited Page 42 6 May2021 A summary of the material terms of the CAPIO Access Agreement are as follows: Term The CAPIO Access Agreement continues until the first to occur of the expiration, surrender or other termination of the Existing Tenements or New Tenement. Withdrawal of Objection The Owner has agreed to withdraw the Objection (SC15/178). Access The Applicant is permitted to access the Affected Area upon consultation with the Owner whereby crossing points will be agreed upon. Any proposed Mining Operations requiring removal of the Owner’s infrastructure from the Affected Area requires at least 12 months prior written notice and the Applicant is responsible for the costs incurred by the Owner with respect to such removal and relocation. Assignment The Applicant may not assign, mortgage or charge interests under the CAPIO Access Agreement in respect of the New Tenement to a third party (Transferring Party) unless the Transferring Party enters into an assumption deed of covenant with the Owner. Indemnity Applicant agrees to indemnify the Owner from any claims or liabilities in connection with the Affected Area. The Owner agrees to indemnify the Applicant from any claims suffered or incurred by reason of negligent acts or omission of the Holder in connection with the Affected Area. Confidentiality Obligations The CAPIO Access Agreement contains confidentiality obligations typical of an agreement of its nature. Governing Law and Jurisdiction The CAPIO Access Agreement is governed by the law and courts of Western Australia.
	Term	The CAPIO Access Agreement continues until the first to occur of the expiration, surrender or other termination of the Existing Tenements or New Tenement.
	Withdrawal of Objection	The Owner has agreed to withdraw the Objection (SC15/178).
	Access	The Applicant is permitted to access the Affected Area upon consultation with the Owner whereby crossing points will be agreed upon. Any proposed Mining Operations requiring removal of the Owner’s infrastructure from the Affected Area requires at least 12 months prior written notice and the Applicant is responsible for the costs incurred by the Owner with respect to such removal and relocation.
	Assignment	The Applicant may not assign, mortgage or charge interests under the CAPIO Access Agreement in respect of the New Tenement to a third party (Transferring Party) unless the Transferring Party enters into an assumption deed of covenant with the Owner.
	Indemnity	Applicant agrees to indemnify the Owner from any claims or liabilities in connection with the Affected Area. The Owner agrees to indemnify the Applicant from any claims suffered or incurred by reason of negligent acts or omission of the Holder in connection with the Affected Area.
	Confidentiality Obligations	The CAPIO Access Agreement contains confidentiality obligations typical of an agreement of its nature.
	Governing Law and Jurisdiction	The CAPIO Access Agreement is governed by the law and courts of Western Australia.

The CAPIO Access Agreement otherwise contains terms and conditions considered standard for an agreement of this kind. Steinepreis Paganin notes that Mr Legendre’s signature in the CAPIO Access Agreement was not witnessed.

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Prospectus 200

10

MATERIAL CONTRACTS

201 Prospectus

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10. MATERIAL CONTRACTS

The Company has entered into various agreements which the Board consider to be material and relevant to potential investors in the Company. Set out below is a summary of these material contracts.

List of Material Contracts:

1. Tenement Purchase Agreement between the Company and Joseph Legendre, and associated Royalty Deed (J Legendre Agreement);

2. Tenement Purchase Agreement between the Company and Legend Resources Pty Ltd ACN 119 100 784, and associated Royalty Deed (Legend Agreement);

3. Tenement Purchase Agreement between the Company and Bruce Legendre (as varied by the Deed of Variation), and associated Royalty Deed (B Legendre Agreement);

4. Tenement Management Agreement between the Company and MKII Consulting Pty Ltd (Tenement Management Agreement);

5. Executive Employment Agreement between the Company and Dr Caedmon Marriott;

6. Directors’ Service Agreements;

7. Directors’ Deeds of Indemnity, Access and Insurance;

8. Lead Manager Mandate entered into between the Company and Harbury Advisors Pty Ltd (Lead Manager Mandate);

9. Restriction Agreements.

Prospectus 202

10.1. J Legendre Agreement

For a summary of the material terms of the J Legendre Agreement, please refer to refer to sections 1 and 2 of Part III of the Independent Solicitor’s Report on Tenements found at Section 9 of this Prospectus.

10.2. Legend Agreement

For a summary of the material terms of the Legend Agreement, please refer to refer to sections 3 and 4 of Part III of the Independent Solicitor’s Report on Tenements found at Section 9 of this Prospectus.

10.3. B Legendre Agreement

For a summary of the material terms of the Legend Agreement, please refer to sections 5 and 6 of Part III of the Independent Solicitor’s Report on Tenements found at Section 9 of this Prospectus.

10.4. Tenement Management Agreement

The key terms of the Tenement Management Agreement are as follows:

MKII Consulting Pty Ltd (‘Manager’) shall provide general tenement management and advisory services to the Company, including tenement monitoring and surveillance, liaison with the Western Australia Department of Mines, Industry Regulation and Safety, assisting with landowner and access negotiations, Wardens Court matters, solicitor briefings, tenement acquisition due diligence, assisting with legislative compliance and other matters;

the Manager shall charge a retainer of $1,000 per month (plus GST), with further fees payable if specific advisory services or ground monitoring services are requested;

10.5. Executive Employment Agreement with Caedmon Marriott

The Executive Employment Agreement entered into between the Company and Dr Caedmon Marriott is for the employment of Caedmon as Managing Director of the Company. Pursuant to the Executive Employment Agreement, Caedmon shall receive a salary of $210,000 per annum (plus superannuation).

10.6. Directors’ Service Agreements

(a) Directors’ Service Agreement – Rex Turkington (Non-Executive Chairman)

The Company has entered into a Director’s’ Service Agreement with Mr Rex Turkington in relation to his appointment as Non-Executive Chairman of the Company. Pursuant to such agreement, Rex shall be entitled to directors’ fees of $50,000 per annum (plus superannuation). Rex is entitled to 4,000,000 Options in the Company, exercisable at $0.30, with an expiry date of 4 years from the date of Admission and subject to the conditions described in Section 3.10 of this Prospectus.

(b) Directors’ Service Agreement – Paul Burton (Non-Executive Director)

The Company has entered into a Director’s’ Service Agreement with Mr Paul Burton in relation to his appointment as Non-Executive Director of the Company. Pursuant to such agreement, Paul shall be entitled to directors’ fees of $40,000 per annum (plus superannuation). Paul is entitled to 4,000,000 Options in the Company, exercisable at $0.30, with an expiry date of 4 years from the date of Admission and subject to the conditions described in Section 3.10 of this Prospectus.

the Tenement Management Agreement may be terminated by either party upon thirty (30) days’ written notice.

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(c) Directors’ Service Agreement – Francesco Cannavo (Non-Executive Director)

The Company has entered into a Directors’ Service Agreement with Mr Francesco Cannavo in relation to his appointment as Non-Executive Director of the Company. Pursuant to such agreement, Francesco shall be entitled to directors’ fees of $40,000 per annum (plus superannuation).

10.7. Directors’ Deeds of Indemnity

Each of the Directors has entered into Deeds of Indemnity, Insurance and Access. The material terms of the Deeds of Indemnity, Insurance and Access are as follows:

• To the extent permitted by law, the Company indemnifies the Director from any liabilities arising out of the Director discharging their duties and providing services as director.

• The Directors will be given access to board papers and company files for a period up to seven (7) years from the date in which the Directors cease to be an officer of the Company.

• The Company must maintain an insurance policy for the Directors for the term in which they hold office and for a period of seven (7) years following the date they cease to be a Director.

10.8. Lead Manager Mandate

The key terms of the Lead Manager Mandate between the Company and Harbury Advisors Pty Ltd (‘ Lead Manager ’) are as follows:

• In consideration for providing corporate and fundraising services to the Company, the Lead Manager will be entitled to the following fees upon completion of the Offer:

• $7,500 cash payment upon signing Mandate;

• $7,500 cash payment upon opening of the Offer Period;

• a 6 % capital raising fee for funds raised by the Lead Manager;

• 2,000,000 Options in the Company with an exercise price of $0.30 and an expiry date of thirty-six (36) months from the date of issue, to be issued to the Lead Manager or its nominees on Admission; and

• 150,000 Shares in the Company, to be issued to the Lead Manager or its nominee on Admission.

10.9. Restriction Agreements

The Company has entered into (or will enter into prior to Admission) Restriction Agreements with holders of restricted securities for the purposes of complying with Chapter 9 of the ASX Listing Rules. The Agreements are in the approved form as set out in Appendix 9A of the ASX Listing Rules.

Prospectus 204

11

ADDITIONAL INFORMATION

205 Prospectus

11.1 Documents Available for Inspection

The following documents are available for inspection during normal office hours, free of charge, at the registered office of the Company for a period of at least twelve (12) months from the date of lodgement of this Prospectus with the ASIC:

the current Constitution of the Company; and

the consents referred to in Section 11.4 of this Prospectus.

11.2 Directors’ Interests

Other than as set out below or elsewhere in this Prospectus, no Director and no firm in which a Director is a partner, has an interest in the promotion or in property proposed to be acquired by the Company in connection with its formation or promotion. Other than as set out below or elsewhere in this Prospectus no amounts have been paid or agreed to be paid (in cash, Shares or otherwise) to any Director or any firm in which any Director is a partner, either to induce him to become, or to qualify him as, a Director or otherwise for services rendered by him or by the firm in which he is a partner in connection with the formation or promotion of the Company.

11.3 Interests of Experts and Advisors

Except as disclosed below or elsewhere in this Prospectus, no expert nor any firm of which such expert is a partner, has or has had any interest in the formation or promotion of, or in any property proposed to be acquired by, the Company in connection with its formation or promotion, and no amounts have been paid (in cash, Shares or otherwise), or agreed to be paid, to any expert or to any firm in which such expert is a partner for services rendered by him or the firm in connection with the promotion or formation of the Company.

• Professional fees payable to the Company’s investigating accountants for work performed in relation to the Offer are $12,500 (excluding GST) payable to HLB Mann Judd Corporate Finance Pty Ltd.

• Professional fees payable to the Company’s auditors and Tax Advisor for work performed in relation to the Offer are $5,500 (excluding GST) payable to HLB Mann Judd (Vic) Partnership.

• Professional fees payable to the Company’s legal advisors, Moray & Agnew Lawyers, for work performed in relation to the Offer are approximately $100,000 (excluding GST).

• Snowden Mining Industry Consultants Pty Ltd has provided an Independent Technical Assessment Report in relation to the Offer. Professional fees paid or payable to Snowden Mining Industry Consultants Pty Ltd for preparing the Independent Technical Assessment Report are $45,000 (excluding GST);

• Steinepreis Paganin has provided an Independent Solicitor’s Report in relation to the Tenement Assets. Professional fees paid or payable to Steinepreis Paganin for preparing the Independent Solicitor’s Report are approximately $15,000 (excluding GST);

• Professional fees payable to the Lead Manager, Harbury Advisors Pty Ltd, for work performed in relation to the Offer are summarised in Section 10.8 of this Prospectus.

• Automic Group is acting as the share registry for the Company. Standard commercial fees are payable to Automic Group for share registry services in relation to the Offer made pursuant to this Prospectus.

Prospectus 206

11.4 Consents

The following consents have been given in accordance with the Corporations Act:

• (a) HLB Mann Judd Corporate Finance Pty Ltd has given and has not before lodgement of this Prospectus withdrawn its written consent to be named in this Prospectus as the Investigating Accountant and to the inclusion of its Investigating Accountant’s Report contained in Section 7 of this Prospectus in the form and context in which it is included. Notwithstanding that it may be referred to elsewhere in this Prospectus, HLB Mann Judd Corporate Finance Pty Ltd has only been involved in the preparation of the Investigating Accountant’s Report and was not involved in the preparation of any other part of this Prospectus. HLB Mann Judd Corporate Finance Pty Ltd did not authorise or cause the issue of this Prospectus and does not accept any liability to any person in respect of any false or misleading statement in, or omission from, any part of this Prospectus other than in respect of the Investigating Accountant’s Report.

• (b) HLB Mann Judd (Vic) Partnership has given and has not before lodgement of this Prospectus withdrawn its written consent to be named in this Prospectus as the auditor of the Company. HLB Mann Judd (Vic) Partnership did not authorise or cause the issue of this Prospectus and does not accept any liability to any person in respect of any false or misleading statement in, or omission from, any part of this Prospectus.

• (c) Moray & Agnew Lawyers has given and has not, before lodgement of this Prospectus, withdrawn its written consent to being named in this Prospectus as solicitors to the Company in the form and context in which they are named. Moray & Agnew Lawyers did not authorise or cause the issue of this Prospectus and do not accept any liability to any person in respect of any false or misleading statement in, or omission from, any part of this Prospectus.

• (d) Harbury Advisors Pty Ltd has given, and has not before lodgement of this Prospectus withdrawn its written consent to be named in this Prospectus as the Lead Manager of the Company. Harbury Advisors Pty Ltd did not authorise or cause the issue of this Prospectus and does not accept any liability to any person in respect of any false or misleading statement in, or omission from, any part of this Prospectus.

• (e) Automic Group has given and, as at the date hereof, has not withdrawn, its written consent to be named in this Prospectus as Share Registry in the form and context in which it is named. Automic has had no involvement in the preparation of any part of the Prospectus other than being named as Share Registry to the Company. Automic has not authorised or caused the issue of, and expressly disclaims and takes no responsibility for, any part of the Prospectus.

• (f) Snowden Mining Industry Consultants Pty Ltd has given and has not before lodgement of this Prospectus withdrawn its written consent to be named in this Prospectus as the Independent Geologist and to the inclusion of its Independent Technical Assessment Report in Section 8 of this Prospectus in the form and context in which it is included. Notwithstanding that it may be referred to elsewhere in this Prospectus, Snowden Mining Industry Consultants Pty Ltd has only been involved in the preparation of the Independent Technical Assessment Report and was not involved in the preparation of any other part of this Prospectus. Snowden Mining Industry Consultants Pty Ltd did not authorise or cause the issue of this Prospectus and does not accept any liability to any person in respect of any false or misleading statement in, or omission from, any part of this Prospectus other than in respect of the Independent Technical Assessment Report.

207 Prospectus

• (g) Steinepreis Paganin has given and has not before lodgement of this Prospectus withdrawn its written consent to be named in this Prospectus as the Independent Solicitor and to the inclusion of its Independent Solicitor’s Report in Section 9 of this Prospectus in the form and context in which it is included. Notwithstanding that it may be referred to elsewhere in this Prospectus, Steinepreis Paganin has only been involved in the preparation of the Independent Solicitor’s Report and was not involved in the preparation of any other part of this Prospectus. Steinepreis Paganin did not authorise or cause the issue of this Prospectus and does not accept any liability to any person in respect of any false or misleading statement in, or omission from, any part of this Prospectus other than in respect of the Independent Solicitor’s Report.

11.5 Relief and Modifications

The Company has not applied to ASIC for or obtained any modifications of, or exemptions from, the Corporations Act pursuant to this Offer.

The Company has not applied to ASX for or obtained any modifications of, or exemptions from, the ASX Listing Rules pursuant to this Offer.

11.6 Expenses of the Offer

For financial reporting purposes, the estimated gross expenses of the Offer are as follows:

Items of Expenditure $Min $Max	Items of Expenditure $Min $Max	Items of Expenditure $Min $Max
Capital Raising Fees (including non-cash costs)	528,400	588,400
Legal Fees	100,000	100,000
Investigating Accountant Report	12,500	12,500
Independent Technical Report	45,000	45,000
Independent Solicitors Report	15,000	15,000
ASIC and ASX Listing Fees	70,000	80,000
Brand and website development, prospectus design and printing	20,000	20,000
Share registry fees	5,000	5,000
Other, including marketing and roadshow	25,000	25,000
Total	820,900	890,900

11.7 Litigation

The Company is not involved in any litigation, arbitration or other legal proceedings and the Directors are not aware of any threatened or pending litigation or arbitration against the Company.

Prospectus 208

11.8 Working Capital Statement

The Directors believe that, on completion of the Offer, the Company will have sufficient working capital to carry out its objectives as stated in this Prospectus.

11.9 Continuous Disclosure Obligations Following Listing

Following Admission, and pursuant to Section 111AC of the Corporations Act, the Company will be a disclosing entity and will therefore be subject to regular reporting and disclosure obligations. Following Admission, the Company is required to continuously disclose all information to the market that a reasonable person would expect to have a material effect on the value or price of the Company’s securities. All price-sensitive information will be released through the ASX before it is disclosed to market participants and Shareholders, and the distribution of non-price sensitive information will also be managed through the ASX.

11.10 Directors’ Statement

The Directors state that they have made all reasonable enquiries and have reasonable grounds to believe that any statements by the Directors in this Prospectus are true and not misleading and that in respect to any other statements made in this Prospectus by persons other than Directors, the Directors have made reasonable enquiries and have reasonable grounds to believe that persons making the statement or statements were competent to make such statements, those persons have given the consent required by section 716 of the Corporations Act to the issue of this Prospectus and have not withdrawn that consent, before lodgement of this Prospectus with the ASIC.

This Prospectus is prepared on the basis that:

• certain matters may be reasonably expected to be known to professional advisors of any kind with whom Applicants may reasonably be expected to consult; and

• information is known to Applicants or their professional advisors by virtue of any Acts or laws of the Commonwealth of Australia or any State of Australia.

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209 Prospectus
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12

DIRECTOR’S AUTHORISATION

In accordance with section 720 of the Corporations Act, the lodgement and issue of this Prospectus has been consented to and authorised by each of the Directors.

Signed for and on behalf of the Company

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Rex Turkington Non-Executive Chairman

Dated: 7 May 2021

Prospectus 210

13

GLOSSARY OF TERMS

211 Prospectus

13. GLOSSARY OF TERMS

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

$	means Australian dollars.
AAS	means the Australian Accounting Standards.
AASB	means the Australian Accounting Standards Board.
Admission	means the Company’s admission to the ofcial list of the ASX following its
	application for admission under Chapters 1 and 2 of the ASX Listing Rules.
AEST	means Australian Eastern Standard Time.
Applicant	means a person who submits an Application.
Application	means a valid application to subscribe for Shares under this Prospectus.
Application	means the Application Form attached to or accompanying this
Form	Prospectus and which relates to the Ofer.
ASIC	means the Australian Securities and Investments Commission.
ASX	means Australian Stock Exchange Limited ACN 008 624 691 or the
	Australian Securities Exchange (as the context requires).
ASX Listing	means the listing rules of ASX as at the date of this Prospectus.
Rules
ASX Settlement	means ASX Settlement Pty Ltd ACN 008 504 532.
Auditor	means HLB Mann Judd (Vic) Partnership.
Board	means the Board of Directors of the Company unless the context
	indicates otherwise.
Business	means the Company’s business of mining exploration and
	evaluation activities.
Broken Hill	means the project comprising Broken Hill Bore Project Tenement.
Bore Project
Broken Hill	means exploration licence E31/1222.
Bore Tenement
B Legendre	means the Tenement Purchase Agreement between the Company and
Agreement	Bruce Legendre, dated 5 October 2020 (as varied by the Deed of Variation
	dated 18 November 2020), and associated Royalty Deed dated 18
	November 2020, the key terms of which are summarised at sections 5 and
	6 of Part III of the Independent Solicitor’s Report on Tenements found at
	Section 9 of this Prospectus.
CHESS	means the ASX Clearing House Electronic Subregistry System.
Company	means Western Mines Group Ltd ACN 640 738 834, a company
	incorporated in Victoria, Australia.
Company	means Mr Lee Tamplin and Ms Elizabeth Spooner as joint Company
Secretary	Secretaries, for their profles please refer to Section 4.2 of this Prospectus.
Constitution	means the Constitution of the Company as may be amended from time to
	time.

Prospectus 212

Corporations Act	means the Corporations Act 2001 (Cth).
Cu	means copper.
Directors	means one or more directors of the Company. For the profles of each of the
	Directors, please refer to Section 4.1 of this Prospectus.
EM	means electromagnetic geophysics, being the electromagnetic induction method
	based on the measurement of the change in mutual impedance or resistance
	between a pair of coils on or above the earth’s surface.
Exposure	means the period of seven (7) days after the date of lodgement of this Prospectus,
Period	which period may be extended by ASIC by not more than seven (7) days pursuant
	to s. 727(3) of the Corporations Act.
Financial	means the information described as Financial Information in Section 6 of
Information	this Prospectus.
Issuer	means securities issued by an issuer that are held in uncertifcated form without
Sponsored	the holder entering into a sponsorship agreement with a broker or without the
	holder being admitted as an institutional participant in CHESS.
ITAR	means the Independent Technical Assessment Report contained in Section
	8 of this Prospectus.
J Legendre	means the Tenement Purchase Agreement entered into between the Company
Agreement	and Joseph Legendre, dated 2 October 2020, and associated Royalty Deed dated
	2 October 2020, the key terms of which are summarised at sections 1 and 2 of
	Part III of the Independent Solicitor’s Report on Tenements found at Section 9 of
	this Prospectus.
Jasper Hill	means the project comprising Jasper Hill Tenement.
Project
Jasper Hill	means exploration licence application E39/2079.
Tenement
JORC Code	means the Australasian Code for Reporting of Exploration Results, Mineral
	Resources and Ore Reserves (2012 ed.).
Lead Manager	means Harbury Advisors Pty Ltd (AFSL No. 471379) which will provide the services
	of Lead Manager in connection with the Ofer.
Lead Manager	means the mandate entered into between the Company and the Lead Manager
Mandate	for the services of the Lead Manager in connection with the Ofer, the key terms
	of which are summarised in Section 10.8 of this Prospectus.
Legend	means Legend Resources Pty Ltd ACN 119 100 784.
Legend	means the Tenement Purchase Agreement entered into between the Company
Agreement	and Legend, dated 2 October 2020, and associated Royalty Deed dated 2 October
	2020, the key terms of which are summarised at sections 3 and 4 of Part III of
	the Independent Solicitor’s Report on Tenements found at Section 9 of this
	Prospectus.
Melita Project	means the project comprising Melita Tenement.
Melita Tenement	means the exploration licence E40/379.
Mineral Assets	has the meaning given in the VALMIN Code.

213 Prospectus

Mineral Resource	has the meaning given to that term in the JORC Code.
Minimum	means the minimum application for Shares that can be made by an Applicant
Application	under this Ofer, being valid subscriptions for at least 10,000 Ofer Shares.
Mining Act	means the Mining Act 1978 (WA).
Mining	means the Mining Regulations 1981 (WA).
Regulations
Minister for	means the Minister for Mines and Petroleum, Western Australia.
Mines
Mulga Tank	means the project comprising Mulga Tank Tenement A and Mulga Tank
Project	Tenement B.
Mulga Tank	means the exploration licence E39/2132.
Tenement A
Mulga Tank	means the exploration licence application E39/2223.
Tenement B
Ni	means nickel.
NPAT	means net profit after tax.
Ofer	means the invitation made to the public pursuant to this Prospectus to
	subscribe for between 22,500,000 up to 27,500,000 Offer Shares at an issue
	price of $0.20.
Ofer Amount	means the amount to be raised under the Offer made by this Prospectus,
	being between $4,500,000 up to $5,500,000.
Ofer Closing	means 14 June2021 or such earlier or later date as the Directors may
Date	determine.
Ofer Opening	means 17 May2021 or such other dates as the Directors may determine.
Date
Ofer Period	means the period commencing on the Offer Opening Date and ending on
	the Offer Closing Date.
Ofer Shares	means the Shares issued pursuant to the Offer made under this Prospectus.
Ofcial	means official quotation by ASX in accordance with the ASX Listing Rules.
Quotation
Option	means an option to acquire Shares in the Company, whereby the key rights
	attaching to such Options are summarised in Section 3.10 of this Prospectus.
Optionholder	means a holder of Options in the Company.
Pavarotti Project	means the project comprising Pavarotti Tenement A and Pavarotti Tenement
	B.
Pavarotti	means the exploration licence E77/2478.
Tenement A
Pavarotti	means the exploration licence application E77/2746.
Tenement B

Prospectus 214

Pinyalling Project	means the project comprising Pinyalling Tenement.
Pinyalling	means the exploration licence application E59/2486.
Tenement
Projects	means the Youanmi Project, the Broken Hill Bore Project, the Jasper Hill
	Project, the Mulga Tank Project, the Melita Project, the Pavarotti Project, the
	Pinyalling Project and the Rock of Ages Project.
Prospectus	means this prospectus dated 7 May 2021 and which was lodged with ASIC
	on that date.
Rock of Ages	means the project comprising Rock of Ages Tenement.
Project
Rock of Ages	means the prospecting licence P38/4203.
Tenement
Shares	mean the fully paid ordinary shares in the capital of the Company and
	Share means any one of them.
Shareholder	means a holder of Shares in the Company.
Share Registry	means Automic Group.
Tenements	means the minerals tenements (comprising granted tenements and
	pending applications for granted tenements) that the Company has
	acquired an interest in, comprised of the Tenement Applications and the
	Tenement Assets, as described in Section 8 of this Prospectus.
Tenement	means the Jasper Hill and Pinyalling Projects, the Pavarotti B Tenement,
Applications	Mulga Tank B Tenement.
Tenement Assets	means the Youanmi Tenement A, Youanmi Tenement B, the Broken Hill
	Bore Tenement, the Mulga Tank Tenement A, the Melita Tenement, the
	Pavarotti Tenement A, the Rock of Ages Tenement.
VALMIN Code	means the Australasian Code for Public Reporting of Technical
	Assessments and Valuations of Mineral Assets 2015 Edition.
Vendors	means the vendors of the Tenements acquired by the Company pursuant
	to the B Legendre Agreement, the J Legendre Agreement and the
	Legend Agreement.
Youanmi Project	means the project comprising Youanmi Tenement A and Youanmi
	Tenement B.
Youanmi	means the exploration licence E57/1119.
Tenement A
Youanmi	means the prospecting licence P57/1450.
Tenement B

215 Prospectus

14

APPLICATION FORM

Prospectus 216

PUBLIC OFFER APPLICATION FORM

WESTERN MINES GROUP LTD | ACN 640 738 834

Your Application Form must be received by no later than: 14 June 2021 (unless extended or closed earlier)

Application Options:

Option A: Apply Online and Pay Electronically (Recommended)

Apply online at: https://investor.automic.com.au/#/ipo/westernminesgroup

• Pay electronically: Applying online allows you to pay electronically, via BPAY® or EFT (Electronic Funds Transfer).

• Get in first, it’s fast and simple: Applying online is very easy to do, it eliminates any postal delays and removes the risk of it being potentially lost in transit.

• It’s secure and confirmed: Applying online provides you with greater privacy over your instructions and is the only method which provides you with confirmation that your application has been successfully processed.

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To apply online, simply scan the barcode to the right with your tablet or mobile device or you can enter the URL above into your browser.

Option B: Standard Application and Pay by Cheque

Enter your details below (clearly in capital letters using pen), attach cheque and return in accordance with the instructions on page 2 of the form.

Number of Shares applied for Application payment (multiply box 1 by $0.20 per Share) , , A$ , , . Applications under the Offer must be for a minimum of 10,000 Shares ($2,000 worth) and thereafter, in multiples of 1,000 Shares ($200 worth) and payment for the Shares must be made in full at the issue price of $0.20 per Share.

1. Applicant name(s) and postal address (Refer to Naming Standards overleaf)

Post Code:

3. Contact details Telephone Number Contact Name (PLEASE PRINT)

( )

Email Address

By providing your email address, you elect to receive all communications despatched by the Company electronically (where legally permissible).

1. CHESS Holders Only – Holder Identification Number (HIN) Note: if the name and address details in section 2 does not match exactly with ~~your registration details held at CHESS, any Shares issued as a result of your~~ X Application will be held on the Issuer Sponsored subregister. 5. TFN/ABN/Exemption Code Applicant #1 Applicant #2 Applicant #3 If NOT an individual TFN/ABN, please note the type in the box C = Company; P = Partnership; T = Trust; S = Super Fund

Note: if the name and address details in section 2 does not match exactly with ~~your registration details held at CHESS, any Shares issued as a result of your~~ Application will be held on the Issuer Sponsored subregister.

YOUR PRIVACY

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Automic Pty Ltd (ACN 152 260 814) trading as Automic Group advises that Chapter 2C of the Corporation Act 2001 requires information about you as a securityholder (including your name, address and details of the Shares you hold) to be included in the public register of the entity in which you hold Shares. Primarily, your personal information is used in order to provide a service to you. We may also disclose the information that is related to the primary purpose and it is reasonable for you to expect the information to be disclosed. You have a right to access your personal information, subject to certain exceptions allowed by law and we ask that you provide your request for access in writing (for security reasons). Our privacy policy is available on our website – www.automic.com.au

CORRECT FORMS OF REGISTRABLE TITLE

Type of Investor	Correct Form of Registration	Incorrect Form of Registration
Individual	Mr John Richard Sample	J R Sample
Joint Holdings	Mr John Richard Sample & Mrs Anne Sample	John Richard & Anne Sample
Company	ABC Pty Ltd	ABC P/L or ABC Co
Trusts	Mr John Richard Sample	John Sample Family Company
Superannuation Funds	Mr John Sample & Mrs Anne Sample	John & Anne Superannuation Fund
Partnerships	Mr John Sample & Mr Richard Sample	John Sample & Son
Clubs/Unincorporated Bodies	Mr John Sample	Health Club
Deceased Estates	Mr John Sample	Anne Sample (Deceased)

INSTRUCTIONS FOR COMPLETING THE FORM

YOU SHOULD READ THE PROSPECTUS CAREFULLY BEFORE COMPLETING THIS APPLICATION FORM.

This is an Application Form for Fully Paid Ordinary Shares in Western Mines Group Ltd ( Company ) made under the terms set out in the Prospectus dated 7 May 2021.

Capitalised terms not otherwise defined in this document has the meaning given to them in the Prospectus. The Prospectus contains important information relevant to your decision to invest and you should read the entire Prospectus before applying for Shares. If you are in doubt as to how to deal with this Application Form, please contact your accountant, lawyer, stockbroker or other professional adviser. To meet the requirements of the Corporations Act, this Application Form must not be distributed unless included in, or accompanied by, the Prospectus and any supplementary Prospectus (if applicable). While the Prospectus is current, the Company will send paper copies of the Prospectus, and any supplementary Prospectus (if applicable) and an Application Form, on request and without charge.

1. Shares Applied For & Payment Amount - Enter the number of Shares & the amount of the application monies payable you wish to apply for. Applications under the Offer must be for a minimum of 10,000 Shares ($2,000 worth) and thereafter, in multiples of 1,000 Shares ($200 worth) and payment for the Shares must be made in full at the issue price of $0.20 per Share.

2. Applicant Name(s) and Postal Address - ONLY legal entities can hold Shares. The application must be in the name of a natural person(s), companies or other legal entities acceptable by the Company. At least one full given name and surname is required for each natural person. Refer to the table above for the correct forms of registrable title(s). Applicants using the wrong form of names may be rejected. Next, enter your postal address for the registration of your holding and all correspondence. Only one address can be recorded against a holding.

3. Contact Details - Please provide your contact details for us to contact you between 9:00am and 5:00pm (AEST) should we need to speak to you about your application. In providing your email address you elect to receive electronic communications. You can change your communication preferences at any time by logging in to the Investor Portal accessible at https://investor.automic.com.au/ -

4. /home

5. TFN/ABN/Exemption - If you wish to have your Tax File Number, ABN or Exemption registered against your holding, please enter the details. Collection of TFN’s is authorised by taxation laws but quotation is not compulsory and it will not affect your Application.

6. Payment - Payments for Applications made using a paper Application Form can only be made by cheque. Your cheque must be made payable to “Western Mines Group Ltd Subscription A/C” and drawn on an Australian bank and expressed in Australian currency and crossed "Not Negotiable". Cheques or bank drafts drawn on overseas banks in Australian or any foreign currency will NOT be accepted. Any such cheques will be returned and the acceptance deemed to be invalid. Sufficient cleared funds should be held in your account as your acceptance may be rejected if your cheque is dishonoured. Completed Application Forms and accompanying cheques must be received before 5:00pm (AEST) on the Closing Date by being delivered or mailed to the address set out in the instructions below.

   • Applicants wishing to pay by BPAY® or EFT should complete the online Application, which can be accessed by following the web address provided on the front of the Application Form. Please ensure that payments are received by 5:00pm (AEST) on the Closing Date. Do not forward cash with this Application Form as it will not be accepted.

7. CHESS Holders - If you are sponsored by a stockbroker or other participant and you wish to hold Shares allotted to you under this Application on the CHESS subregister, enter your CHESS “Holder Identification Number” (‘HIN’). Otherwise leave the section blank and on allotment you will be sponsored by the Company and a “Securityholder Reference Number” (‘SRN’) will be allocated to you.

DECLARATIONS

BY SUBMITTING THIS APPLICATION FORM WITH THE APPLICATION MONIES, I/WE DECLARE THAT I/WE:

• Have received a copy of the Prospectus, either in printed or electronic form and have read the Prospectus in full;

• Have completed this Application Form in accordance with the instructions on the form and in the Prospectus;

• Declare that the Application Form and all details and statements made by me/us are complete and accurate;

• I/we agree to provide further information or personal details, including information related to tax-related requirements, and acknowledge that processing of my application may be delayed, or my application may be rejected if such required information has not been provided;

• Agree and consent to the Company collecting, holding, using and disclosing my/our personal information in accordance with the Prospectus;

• Where I/we have been provided information about another individual, warrant that I/we have obtained that individual’s consent to the transfer of their information to the Company;

• Acknowledge that once the Company accepts my/our Application Form, I/we may not withdraw it;

• Apply for the number of Shares that I/we apply for (or a lower number allocated in a manner allowed under the Prospectus);

• Acknowledge that my/our Application may be rejected by the Company in its absolute discretion;

• Authorise the Company and their agents to do anything on my/our behalf necessary (including the completion and execution of documents) to enable the Shares to be allocated;

• Am/are over 18 years of age;

• Agree to be bound by the constitution of the Company; and

• Acknowledge that neither the Company nor any person or entity guarantees any particular rate of return of the Shares, nor do they guarantee the repayment of capital.

LODGEMENT INSTRUCTIONS

The Public Offer opens on 17 May 2021 and is expected to close on 14 June 2021. The Directors reserve the right to close the offer at any time once sufficient funds are received. Applicants are therefore encouraged to submit their Applications as early as possible. Completed Application Forms and payments must be submitted as follows:

Paper Application and Cheques

Online Applications and BPAY® or EFT Payments

By Post: By Hand Delivery W ~~este~~ rn Mines Group Ltd Western Mines Group Ltd C/- Automic Pty Ltd C/- Automic Pty Ltd GPO Box 5193 Level 5, 126 Phillip Street SYDNEY NSW 2001 SYDNEY NSW 2000

Online:

https://investor.automic.com.au/#/ipo/westernminesgroup

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ASSISTANCE

Need help with your application, no problem. Please contact Automic on:

PHONE: 1300 288 664 within Australia +61 (2) 9698 5414 from outside Australia

LIVE WEBCHAT: Go to www.automicgroup.com.au

EMAIL:

corporate.actions@automic.com.au

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Prospectus

Level 3, 33 Ord Street, West Perth WA 6005 info@westernmines.com.au

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