Westgold Resources Limited

(ASX: WGX)

Takeover Offer For Musgrave Minerals Limited

(ASX: MGV)

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WAYNE BRAMWELL | MANAGING DIRECTOR

06 JUNE 2023 WWW.WESTGOLD.COM.AU

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Important Notice and Disclaimer

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Important: You must read the following before continuing:

The following notices and disclaimers apply to this document and you are therefore advised to read this carefully before reading or making any other use of this document or any information contained in this document. This document has been prepared in relation to the proposed acquisition by Westgold Resources Limited ( Westgold ) for all of the issued shares in Musgrave Minerals Limited ( Musgrave ) by way of a takeover bid pursuant to Chapter 6 of the Corporations Act 2001 (Cth) ( Transaction ) ( Corporations Act ).

Not an offer and not financial product advice

This document does not constitute or contain an offer, invitation, solicitation or recommendation with respect to the purchase or sale of any security in Westgold or Musgrave. This document is not a prospectus, product disclosure statement, bidder’s statement or other offering document under Australian law or any other law and will not be lodged with the Australian Securities and Investments Commission. The distribution of this document in the United States and elsewhere outside Australia may be restricted by law and you should observe such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities law.

No securities of Westgold or Musgrave will be registered under the US Securities Act of 1933 and no securities will be offered or sold in the United States except in transactions exempt from, or not subject to, the registration requirements of the US Securities Act and applicable US state securities laws.

This document is not financial product advice and does not take into account the investment objectives, taxation situation, financial situation or needs of individuals. Before making an investment decision, investors should consider the appropriateness of the information, and any action taken on the basis of the information, having regard to their own objectives, financial situation and needs, and seek legal, taxation and financial advice appropriate to their jurisdiction and circumstances.

Summary information only

This document is a summary only and contains summary information about Westgold, Musgrave and their respective subsidiaries and activities, which is current as at the date of this document (unless otherwise indicated), and the information in this document remains subject to change without notice. The information in this document is general in nature and does not purport to be accurate nor complete, nor does it contain all of the information that an investor may require in evaluating a possible investment in Westgold, nor does it contain all the information which would be required in a disclosure document or prospectus prepared in accordance with the requirements of the Corporations Act. It has been prepared by Westgold with due care but no representation or warranty, express or implied, is provided in relation to the accuracy, reliability, fairness or completeness of the information, opinions or conclusions in this document by Westgold or any other party, except as required by law. Reliance should not be placed on information or opinions contained in this document and Westgold do not have any obligation to finalise, correct or update the content of this document, except as required by law. Certain data used in this document may have been obtained from research, surveys or studies conducted by third parties, including industry or general publications. Further information about the Transaction will be provided by Westgold to Musgrave shareholders and released to ASX in due course, in the form of a bidder’s statement.

Financial data

All dollar values are in Australian dollars (A$ or AUD) unless otherwise stated. Amounts, totals and change percentages are calculated on whole numbers and not the rounded amounts presented. This document includes certain historical financial information extracted from Westgold’s and Musgrave’s reviewed or audited consolidated financial statements and information released to ASX. The historical financial information is presented in an abbreviated form insofar as it does not include all the presentation and disclosures, statements or comparative information as required by the Australian Accounting Standards and other mandatory professional reporting requirements applicable to general purpose financial reports prepared in accordance with the Corporations Act.

Past performance

Past performance metrics and figures (including past share price performance of Westgold and Musgrave), as well as pro forma financial information, included in this document are given for illustrative purposes only and should not be relied upon as (and is not) an indication of Westgold’s, Musgrave’s, or any other party’s views on Westgold’s or Musgrave’s future financial performance or condition or prospects. Investors should note that past performance of Westgold and Musgrave, including in relation to the historical trading price of Westgold and Musgrave shares, production, mineral resources and ore reserves, costs and other historical information cannot be relied upon as an indicator of (and provides no guidance, assurance or guarantee as to) future Westgold or Musgrave performance, including the future trading price Westgold or Musgrave shares. The historical information included in this document is, or is based on, information that has previously been released to the market.

Forward-looking statements

Some statements in this report regarding estimates or future events are forward-looking statements. They include indications of, and guidance on, future matters. Forward-looking statements include, but are not limited to, statements preceded by words such as “planned”, “expected”, “projected”, “estimated”, “may”, “scheduled”, “intends”, “anticipates”, “believes”, “potential”, “could”, “nominal”, “conceptual” and similar expressions. Forward-looking statements, opinions and estimates included in this announcement are based on assumptions and contingencies which are subject to change without notice, as are statements about market and industry trends, which are based on interpretations of current market conditions. Forward-looking statements are provided as a general guide only and should not be relied on as a guarantee of future performance. Forward-looking statements may be affected by a range of variables that could cause actual results to differ from estimated results and may cause Westgold’s actual performance and financial results in future periods to materially differ from any projections of future performance or results expressed or implied by such forward-looking statements. These risks and uncertainties include but are not limited to liabilities inherent in mine development and production, geological, mining and processing technical problems, the inability to obtain any additional mine licenses, permits and other regulatory approvals required in connection with mining and third party processing operations, competition for among other things, capital, acquisition of reserves, undeveloped lands and skilled personnel, incorrect assessments of the value of acquisitions, changes in commodity prices and exchange rate, currency and interest fluctuations, various events which could disrupt operations and/or the transportation of mineral products, including labour stoppages and severe weather conditions, the demand for and availability of transportation services, the ability to secure adequate financing and management’s ability to anticipate and manage the foregoing factors and risks. These and other factors should be considered carefully and readers should not place undue reliance on such forward-looking information. There can be no assurance that forward-looking statements will prove to be correct.

Important Notice and Disclaimer

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Westgold Project Information

The information in relation to the Mineral Resources and Ore Reserves of Westgold is extracted from the Westgold announcement “Resources and Reserves Statement 2022”. Refer to the ASX release on 23 September 2022 for the Westgold “Resources and Reserves Statement 2022” and the accompanying assumptions, technical parameters and explanatory notes.

The information in relation to the production guidance is extracted from the Westgold announcement “Westgold delivers FY22 and releases guidance for FY23” dated 26 August 2022. There is a low level of geological confidence associated with inferred mineral resources and there is no certainty that further exploration work will result in the determination of indicated mineral resources or that the production target itself will be realised. The stated production target is based on Westgold’s current expectations of future results or events and should not be solely relied upon by investors when making investment decisions. Further evaluation work and appropriate studies are required to establish sufficient confidence that this target will be met.

At the date of this presentation, Westgold is not aware of any new information or data that materially affects the information included in the original announcements and considers that all material assumptions and technical parameters underpinning the information in the relevant market announcement continue to apply and have not materially changed.

Musgrave Information

The information in this presentation about Musgrave has been prepared based on publicly available information. Accordingly, Westgold does not, subject to the Corporations Act, make any representation or warranty, express or implied, as to the accuracy or completeness of this information. In particular, Westgold has not independently verified the information relating to Musgrave’s Mineral Resources contained in this presentation. Please refer to Musgrave’s announcement released to ASX on 31 May 2022 entitled “Cue Mineral Resources increases to 927,000 ounces” for further details and for the Competent Person’s Statement relating to Musgrave’s Mineral Resources.

No Liability

The information contained in this document has been prepared in good faith by Westgold. However, no guarantee, representation or warranty expressed or implied is or will be made by any person (including Westgold and its affiliates, directors, officers, employees, associates, advisers and agents) as to the accuracy, reliability, correctness, completeness or adequacy of any statements, estimates, options, conclusions or other information contained in this document, except as required by law. To the maximum extent permitted by law, Westgold and its affiliates, directors, officers employees, associates, advisers and agents each expressly disclaims any and all liability, including, without limitation, any liability arising out of fault or negligence, for any loss arising from the use of or reliance on information contained in this document including representations or warranties or in relation to the accuracy or completeness of the information, statements, opinions, forecasts, reports or other matters, express or implied, contained in, arising out of or derived from, or for omissions from, this document including, without limitation, any financial information, any estimates or projections and any other financial information derived therefrom. Statements in this document are made only as of the date of this document unless otherwise stated and the information in this document remains subject to change without notice. No responsibility or liability is assumed by Westgold or any of its affiliates for updating any information in this document or to inform any recipient of any new or more accurate information or any errors or omissions of which Westgold or any of its affiliates or advisers may become aware, except as required by the Corporations Act.

Disclaimer

To the maximum extent permitted by law, Westgold and its affiliates, directors, officers employees, associates, advisers and agents exclude and disclaim all liability, for any expenses, losses, damages or costs incurred by you and the information in this document being inaccurate or incomplete in any way for any reason, whether by negligence or otherwise. To the maximum extent permitted by law, Westgold and its affiliates, directors, officers employees, associates, advisers and agents make no representation or warranty, express or implied, as to the currency, accuracy, reliability or completeness of information in this document and the statements made in this document are made only as at the date of this document (unless otherwise indicated). The information in this document remains subject to change without notice.

Authorisation

Authorised for release by the board of directors of Westgold.

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A Better Option for Musgrave Shareholders

“Westgold’s view is that Musgrave’s plan to construct a new, small processing plant within close trucking distance of two established larger processing plants is ambitious.

Their proposed development path costing $121 million in startup capital at a PFS level of certainty materially escalates risk to Musgrave shareholders, as it exposes them to all the uncertainties, challenges and dilution associated with project development. It is a high risk and inefficient use of their shareholder’s capital at a time when securing capital for small scale, single asset companies is becoming more difficult and costly.

Those risks will escalate and will include approvals, financing, construction, the competition for scarce labour and the myriad of schedule and capital cost blow outs evident in many recent Western Australian resource project start-ups. There is a faster and lower risk solution available to Musgrave shareholders to see their Cue gold assets developed in a timely manner. Westgold is an established, well-funded owner and operator of two processing hubs in the Murchison region. The combination of Musgrave’s assets with our regional infrastructure and operating teams will fast track and de-risk the development of Musgrave’s Cue Gold Project and provides Musgrave shareholders immediate exposure to a much larger, established Western Australian gold producer.

The Westgold offer provides a logical, capital efficient and fast track solution that delivers immediate value to both Musgrave and Westgold shareholders and can rapidly enhance production scale and profitability of the combined Group.”

Wayne Bramwell | Managing Director 4

ASX : WGX – An Established and Well Funded Gold Producer

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240koz to 260koz

FY23 Production Guidance[1]

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A$1,900 to A$2,100 per ounce

FY23 AISC Guidance[1]

7.9Moz Mineral Resource, 2.1Moz Ore Reserve R&R as at 30 June 2022[2]

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Strong Balance Sheet, Generating Free Cash Flow A$168M of cash, bullion and liquid assets as at 31 March 2023 No forward sold ounces by August 2023 and debt free[3]

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Structuring for profitability

and growth into FY24

Refer Westgold ASX announcement dated 26 August 2022 - Westgold delivers FY22 and releases guidance for FY23 2. Refer Westgold ASX announcement dated 23 September 2022 – 2022 Resources and Reserves statement 3. Refer Westgold ASX announcement dated 26 April 2023 – March Quarterly Report

Westgold Offer To Acquire Musgrave

Westgold to acquire Musgrave Minerals Limited (ASX:MGV), owner of the Cue Gold Project located proximal to Westgold’s Murchison Operations, via an all-scrip off-market takeover
Musgrave’s Cue Gold Project hosts a Mineral Resource of 12.3Mt @ 2.3g/t Au for 927koz Au, including the high-grade Break of Day deposit which hosts 982Kt @ 10.4g/t Au for 327koz Au[1]
Musgrave shareholders to receive $0.30 per share, providing a highly attractive premium
Westgold’s financial capacity, operational expertise and established infrastructure fast tracks and de-risks the development of Musgrave’s Cue Gold Project
Creates a larger, more profitable and highly investible Western Australian gold miner through logical and capital efficient consolidation of both company’s regional assets
Refer Musgrave ASX announcement dated 31 May 2022 – Cue Mineral Resource Increases to 927,000 ounces

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6
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Transaction Overview

	▪	Westgold to acquire all of the issued outstanding ordinary
Structure		shares in Musgrave via an all-scrip off-market takeover (the
		“Offer”)
	▪	Offer price of $0.30 per share
	▪	1 Westgold share for every 5.37 Musgrave shares held
Offer	▪	Offer price implies an undiluted equity value for Musgrave
Considerations		of $177.3 million
	▪	Musgrave shareholders will own 18.9% of the Combined
		Group
	▪	Limited conditions including:
Offer		▪ 50.1% minimum acceptance threshold
Conditions		▪ No Material adverse changes
		▪ Other customary conditions

Compelling Offer Premium[1,2,3,4]

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Implied Offer price of $0.30 / share
30.5% 33.0% 41.3%
$0.229
$0.225
$0.212
5-day VWAP 30-day VWAP 180-day VWAP
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All volume weighted average prices (VWAP) have been calculated from 2 June 2023, the last day before the loss of confidentiality affected Musgrave’s share price and volumes 2. 5-day volume VWAP of Musgrave shares is calculated from 29 May 2023 to 2 June 2023, data is sourced from IRESS.
30-day VWAP of Musgrave shares is calculated from 21 April 2023 to 2 June 2023, data is sourced from IRESS.
180-day VWAP of Musgrave shares is calculated from 14 September 2023 to 2 June 2023, data is sourced from IRESS.

Significant Benefits for Musgrave Shareholders

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Strong Strategic Rationale

Fast tracking development of the Cue Gold Project

✓ Westgold’s 1.4Mtpa Tuckabianna mill and 1.8Mtpa Bluebird mill are located 40km and 120km to the north of Musgrave’s Cue Gold Project respectively
✓ Westgold has a proven operational track record and the financial capability to develop Musgrave’s assets
✓ Removes duplication of processing infrastructure, overhead costs and corporate costs

More Efficient Capital Use

Materially reduces approval, financing, construction, capital and operating risks

✓ Ability to develop Musgrave assets with reduced funding risk and significant shareholder dilution
✓ Musgrave’s Stage 1 PFS assumes $121M start up capital in a high risk economic environment for developers[1]
✓ Immediately saves $80M capital and construction time associated with Musgrave’s proposed standalone 500ktpa processing plant

Retain Interests as a Shareholder

Become part of a well funded, cash generating gold producer with exposure to Musgrave’s assets

✓ Westgold is a leading Australian gold producer and has consistently delivered production of 240-260koz per annum
✓ Westgold is well funded with $168M in cash and liquid assets as at 31 March 2023
✓ Improved trading liquidity with approximately 3.1M shares traded per day[2]
✓ Market capitalisation of $763M on 2 June 2023

Capital Gains Tax rollover relief

✓ If Westgold acquires at least 80% of Musgrave shares, Capital Gains Tax rollover relief may be available to Musgrave shareholders in relation to the Offer Consideration

… All underpinned by compelling Offer premiums

Refer Musgrave ASX announcement dated 17 April 2023 – Stage 1 PFS Demonstrates Potential Value of Cue Gold Project
Based on the last 12 months of trading. Trading data sourced from IRESS.

Combination creates a ~$940M[1] Australian gold producer with…

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8.8Moz of combined Gold Mineral Resources[2]

Potential to increase annual production to 290-300koz of gold[3]

Potential to reduce AISC through economies of scale and incremental production from Musgrave’s shallow, high grade open pit ore

Strengthened balance sheet with approximately $180M cash and liquid assets[4]

Based on the Musgrave undisturbed closing price of $0.24 and Westgold closing price of $1.61 on 2 June 2023

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Combined Group Mineral Resources based on Westgold Resources of 7.9Moz and Musgrave Resources of 927koz. See company Reserves and Resources statements.
Refer to the Important Notice and Disclaimer section in this Presentation.
Based on Westgold cash and cash equivalents of $168 million and Musgrave cash and cash equivalents of $11.8 million as reported in the company’s March Quarterly Reports.

Transaction Process & Timing

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Bidder’s statement Bidder’s statement sent to lodged with ASX Musgrave shareholders Imminent Two weeks post ASX lodgement

Offer open Open for at least one month

Summary

Westgold to acquire Musgrave via an allscrip, off market takeover Materially de-risks Musgrave’s Cue Gold Project by leveraging Westgold’s established processing infrastructure Logical, capital efficient consolidation rationale that enhances value of combined group Musgrave shareholders to receive a highly attractive premium with $0.30 Offer price Combination builds a larger, more profitable and investable Australian gold producer

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Westgold Resources Limited M&A Activity 2023

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