| i | Prospectus | Westar Resources Prospectus price of $0.20perShare toraise $5,000,000. For anoffer of 25,000,000Shares atanissue An investment intheCompany’s securities ishighlyspeculative. other matterrelating toaninvestment intheCompany, you shouldconsult your professional adviser. any or Prospectus, this under offered being Shares the about questions any have you If document. This Prospectus provides importantinformation abouttheCompany. You shouldread theentire Important document explained intheGlossary inSection12 Certain terms andabbreviations usedinthisProspectus have defined meanings whichare Defined terms Discovery Capital Partners Lead Manager Westar Resources Limited . ACN 635 895082

ASXCode: WSR | ii | Prospectus | Westar Resources distributed intheUnitedStatesof America. or released be not may Zealandand New and Australia This Prospectus hasbeenprepared for publicationin Zealand. New and Australia outside jurisdiction any in or to otherwise permit a public offering the of the securities qualify Offers, the or or Prospectus this register under offered Securities to taken been has action No professional advice where necessary. seek and that entirety its is important in Prospectus this read It investors offer. an such make to lawful be any in not would it whom, offer to person any to or which, in place an constitute not does Prospectus This considered andfollowed. be to need formalities other are any whether consents or required other or governmental any whether to as advisers professional their consult should Zealand New and Australia than other countries in resident these are with comply to restrictions mayviolatesecuritieslaws. Applicantswho Failure restrictions. any these observe and of on advice seek should Prospectus this of possession into come who persons and law by restricted be may Zealand New and Australia outside The distributionof thisProspectus injurisdictions No offering where offering wouldbeillegal highly speculative. An investment intheCompany shouldbeconsidered ofparticular investors. or needs situation any investment financial account objectives, into take not do Offers The other or advice lawyer professionalbeforeadviser invest.to whether deciding stockbroker, professional accountant, your Seek from circumstances. financial Consider these factors carefully in light of your personal could affect thefinancialperformance ofthe Company. that factors risk the Examine entirety. its in document the ReadCompany. the in invest to wish they if decide This Prospectus provides information for investors to Suitability ofInvestment &Risks other person, inconnection withtheOffers. any Company,or the by authorised as on relied be not representations not contained in this Prospectus must which is notcontained inthisProspectus. Information or Offers the about representations information any any make provideor to authorised is person No after thedateof thisProspectus. on the basis of this Prospectus later than 13 months issued or allotted be will securities other or Shares No relates. Prospectus this which to investment the of merits the responsibility for thecontents of thisProspectus or any take officers respective their of any nor ASX ASIC, Neither date. that on ASIC with lodged was Prospectus This Prospectus isdated23October2020.Acopy of this General Form, you consent to the matters outlined in that that in outlined matters the Section. to consent you Form, Application an submitting By Prospectus. this of 5.20 Please read theprivacyinformation locatedinSection Privacy the on included this Prospectus. information into reference by incorporated is or website Company’s document No Website in the are explained Glossary. which meanings defined have Certain termsandabbreviations usedinthisProspectus Defined Terms those documentswere incomplete oraltered. supplementary orreplacement prospectus oranyof provided not together with an electronic was Prospectus and any relevant to it Form, access Application given electronic was the person that when an that accept believe to not right Application Form from aperson ifithasreason to the reserves Company The further electronic copy of thisProspectus orboth. Company will send you, for free, either a hard copy or a the and Company the contact please not, have you If Prospectus accompanied by theApplicationForm. please ensure thatyou have received theentire Prospectus, electronic an as Prospectus this received have you If Company. the contacting by charge of free Any person mayobtainahard copy of thisProspectus complete andunaltered version of thisProspectus. to ahard copy of thisProspectus oritaccompanies the another person anApplicationForm unless itisattached The Corporations Act prohibits any person passing on to that they download andread theentire Prospectus. the electronic version of thisProspectus shouldensure access who Persons Zealand. New or Australia within resident and must only access the Prospectus from Zealand New or Australian an be must Company the in investment an making of this purpose of the for version Prospectus electronic the accessing person Any www.westar.net.au. This Prospectus isavailable electronically at Electronic Prospectus Important Notices

| iii | Prospectus | Westar Resources publications. comparable or journals books, from used statements Instrument 2016/72relief from theCorporations Actfor the basisof ASICCorporations (ConsentstoStatements) on and are includedinthisProspectus by theCompany on based or for thepurposesof section729of theCorporations Act to attributed statements by third partieshave notbeenconsented to by, made Statements Consent notsoughtfor certain statements are Prospectus the in expressed in Australian showndollars unless otherwise stated. amounts Monetary Currency the in investing of Company are setoutinSection3of thisProspectus. factors risk key The statements. from the results expressed oranticipatedinthese materially differ to results actual this Company’s the cause in contained Prospectus are subject to various risk factors that could statements forward-looking The financial the information contained inthisProspectus. affect factors other prospective any or events future information, new publish whether of regardless future, the to in information or statements, forward-looking revise or update Company to the intention law, no has by required extent the to Except forward-looking statements. are cautioned not to place undue reliance on these Investors making. their of date the beyond exhaustive Prospectus or correct be to prove will based which are statements this those on assumptions the that in or occur actually contained will statements forward- looking the by implied or expressed achievements or performance results, the that the assurance any or give,gives, can of Prospectus, this in named none person management, any or and reasonable, officers or are Directors its Company, Prospectus this in included statements forward-looking the in reflected expectations the that believes Company the Although Company, itsDirectors andmanagement. the of control the beyond are which of many factors, important other and assumptions uncertainties, risks, unknown and known involve and performance future forward-lookingSuch arestatements guaranteesnot of expected totake place. are Prospectus, this of date the at as that, actions and events future regarding assumptions of number a on and conditions operating and economic present and These statementsare basedonanassessment of past ‘expects’, risks anduncertainties. ‘hopes, ‘targets’, ‘intends’, ‘aimed at’ and other similar words that involve ‘estimates’, ‘could’, as ‘may’, ‘believes’, such words by identified are which statements forward-looking contains Prospectus This Forward-looking statements READ INITS ENTIRETY THIS PROSPECTUS ISIMPORTANT ANDSHOULDBE any on conferred be will preferenceApplications received duringtheExposure Period. No Period. not beprocessed untilaftertheexpiry of theExposure will Period Exposure the during received Applications website: www.westar.net.au. Form,Application the by followingthe on posted being without Period, Exposure the during residents Zealand New and Australiangenerally to availablemade be will to the raising of funds under the Offers. This Prospectus Prospectus to be examined by market participants prior The purposeof theExposure Period is toenablethis Period ). Thisperiodmaybe extended by ASICfor afurtherperiodof upto7days. (Exposure ASIC with Prospectus the of lodgement of date the after period day 7 the in Offers the under Applications processing The Corporations Actprohibits theCompany from Exposure Period otherwise stated. its this Prospectus are not assets of the Company unless or in photographs in depicted assets Prospectus The scale. to drawn this without endorsing be not may Prospectus this in used Diagramscontents. Prospectus not are this shown in descriptions are only for illustration. Any people used Photographs Photographs andDiagrams consent before lodgement of this Prospectus with ASIC. it withdrawnsuch not has Prospectusand this appearsin which in context and form the in information their each consents totheinclusionof thematters basedon Ore and McKibben Mr and ResourcesRieuwers Dr Code). Reserves (JORC Mineral Results, Exploration of Reporting for Code Australasian Committee Reserves Ore Joint the of Edition 2012 the in defined as Person and Valuations ofMineral Assets’and as a Competent the‘Australasian of edition Code forthePublicReportingofTechnical Assessments 2015 the in defined as deposit of type and considered inthisProspectus toqualifyasPractitioners mineralisation of style assets, is relevant tothetechnicalassessment of themineral that experience sufficient have each McKibben Mr and and Valuer Rieuwers Dr Registered RICS. a with Surveyor and Valuation Chartered AIG the of member a , (AusIMM) Metallurgy and Mining of Institute Australian Dr of Institute Australian the Fellowof a is McKibben Mr and Geoscientists (AIG) the consultancy. of member mining a is independent Rieuwers an SRK, engaged by consultants independent Mark are McKibben Dr Mr and Rieuwers by Dr McKibben. Jeames Mr and prepared Rieuwers documentation supporting and information represents, fairly and on, based is 8, Section on based or in results exploration and targets assessmenttechnical mineralassets,ofthe exploration The information inthisProspectus thatrelates to Competent Persons Statements Important Notices | iv | Prospectus | Westar Resources Letter from theChairman. Key Offer Information Application Form. 13. Corporate Directory . 12. Glossary. 11. Directors’ Responsibility andConsent. 10. Additional Information . 9. Solicitor’sReport ontheTenements. 8. IndependentGeologist’sReport. 7. Investigating Accountant’s Report. 6. FinancialInformation. 5. DetailsoftheOffers. 4. Key Persons andCorporate Governance. 3. RiskFactors . 2. Overview oftheCompany anditsProjects. 1. Investment Overview...... CONTENTS 225 227 221 219 208 196 78 69 54 43 32 22 11 vi 1 v | v | Prospectus | Westar Resources Chairman Simon Eley Yours faithfully, Directors lookforward towelcoming you asaShareholder of Westar. of Board the of behalf on and you to opportunity investment this commend I above, the of light In about theserisksissetoutinSection3,whichIsuggest you read carefully. the in investmentCompany is subject to risks, including An Company-specific risks and generalspeculative. risks. Detailed information highly considered be should Company the in made investment InvestorsCompanystagethe early that mineralan note explorationis should company, any that and $0.20 perShare. This Prospectus is seeking to raise $5,000,000 by the issue of 25,000,000 Shares at an issue price of gold anddeveloping gold minesinAustralia andoverseas. for exploring successfully in record track extensive an have Board and team management Westar’s Shareholders non-dilutive exposure tofuture exploration success. Westar provides and Projects Cross Southern Company’s the of validation technical significant a is producergoldAustralian prominent mid-tier a such Crossagreementwith Southern JV projects.This binding term sheet for a Joint-Venture Agreement (JV) with Ramelius Resources Ltd (ASX:RMS) over its Westara Magnet, signed Mount has and Westar’sSandstone to ownedProjectsin addition wholly In economic gold depositwiththepotentialtobedeveloped by theCompany. an discoveryof by shareholders its for value creating of aim the with test systematically to intends Company the which targets exciting and refined of number a have projects Company’s the of Each provide highimpactandconsistent news-flow tothemarket. The Company plans on undertaking parallel exploration programs across its Projects that it hopes will processingand operations mining existingof plants. number a proximityto close in Projectslocated Magnet Mount and Sandstone the exploring on be will ASX the on listing after focus Westar’sinitial regions of Western Australia. (and base metal) exploration projects in the Sandstone, Mount Magnet, Southern Cross and Nullagine prospectivegold highly ofportfolio a compiled has Westar’syears,threemanagement last the Over Resources Limited (Westar ortheCompany). Westar in Shareholder a become to you invite to pleasure great me gives it Board, the of behalf On Dear Investor,

Letter from theChairman 23 October2020 | vi | Prospectus | Westar Resources Refer toSection5.7 forfurtherdetails relatingtotheproposedcapital structureoftheCompany. 4. 3. 2. 1. Notes: Key offerdetails at anytimebeforetheissueofSharestoApplicants. Closing Date or close the Offer early without prior notice. The Company also reserves the right not to proceed with the Offers by notmorethan7dayspursuanttoSection727(3)oftheCorporations Act.TheCompanyreservestherighttoextend * Theabove datesareindicative only andmaychangewithoutnotice.TheExposurePeriodbeextendedbytheASIC Key Dates -Indicative Timetable

Expected datefor quotationonASX Despatch of holdingstatementstoShareholders Issue of new Shares underthe Offer Closing Dateof theOffer Opening Dateof theOffer Lodgement of Prospectus withASIC Event Indicative market capitalisationuponcompletion of theOffers of theOffers Percentage of Shares heldby existing Shareholders following completion Total numberof Optionsonissue atCompletion of theOffers Total numberof Shares onissue atcompletion of theOffers Director Optionstobeissued totheDirectors Lead Manager Optionstobeissued totheLeadManager Shares tobeissued underPublicOffer Total numberof Shares onissue asatthedateof thisProspectus Offer Price perShare Amount toberaised undertheOffers the Company listing the Companylisting Share under the Offer, being $0.20. Please note that there is no guarantee that the Shares will be trading at $0.20 upon trade ontheASXfrom timetotime.Inthetable above, themarketcapitalisation iscalculated attheissuepriceofeach Market capitalisation is determinedby multiplying thetotal number of Shares on issue by the priceat which the Shares in theCompany’ssecurities. Refer toSections4.6,5.23and10.4for thetermsofDirectorOptionsandSection4.4forinterestsDirectors Refer toSection5.22and10.3forthetermsofLead ManagerOptions. Refer toSection10.2forinformationabouttherightsattaching toShares. 1 3 2 Key OfferInformation 4 14 December 2020 10 December 2020 7 December 2020 13 November 2020 30 October2020 23 October2020 Date $10,080,829 50.4% 5,000,000 50,404,146 5,000,000 3,000,000 25,000,000 25,404,146 $0.20 $5,000,000 Subscription | 1 | Prospectus | Westar Resources 01 Overview Investment

| 2 | Prospectus | Westar Resources Company? strategies ofthe objectives and key business What are the business model? Company’s What isthe Business Model interest? intends toholdan the Company Projects inwhich What are the what doesitdo? Company and Who isthe Prospectus? issuer ofthis Who isthe Company Question Independent Geologists Report in Section 8 for further details of the Projects, including including Projects, the of details the further and for Projects geological information and previous activities. 8 the Section on programs in exploration Report proposed Geologists the Independent of details for 2 Section See with fundingto: The Company’s management strategy and the purpose of the Offers is to provide the Company additional valuetotheCompany add atthematerialtime. will they that consider Directors its if future the in tenements additional seek also may appropriate,Companyexploreif developThe to and CompanyProjects.mineral seeks The its None of theProjects contains aMineral Resource orOre Reserve. The SouthernCross Projects are thesubjectof theRameliusJVAgreement. The Company holdsthefollowing Projects: if in Section10.1(a). and once only commence will out set areAgreement JV Ramelius the agreementof Details obligations. earn-in its completes Ramelius that under Venture Joint The Projects. Cross Ramelius with Agreement Venture Resources Joint Limited, pursuant to which and Ramelius may earn up to Farm-ina 75% interest in the Southern a into entered also has Company The Southern Cross Projects, inWestern Australia.and Sandstone, Pilbara, Magnet, Mount the acquired subsequently Company The of exploring, evaluating andexploiting mineral resource purpose projects. the for 2018 April 18 on incorporated pursuing was opportunities in the Rouge resources sector designed to add 997. shareholder value by 646 acquiring, 625 ACN Ltd Pty Rougeacquiresharesof Resourcesto the 2019 August 30 incorporatedCompanyon was The Westar Resources Limited ACN 635895082. Response (e) (d) (c) (b) (a) (d) (c) (b) (a) pursue otheracquisitions thathave astrategic fit for the Company. appropriate; and JV when Projects, Ramelius its on studies evaluationeconomic other and studies scoping conduct the under interest its earning Agreement; to the on pursuant exploration Projects conduct Cross to Ramelius Southern allow Agreement, JV Ramelius the under to thisend,systematicallyexplore theCompany’s Projects; own its by either Projects, exploration anddevelopment its activitiesorby securing, jointventure partners; within Shareholders, for growth and value deliver to focus onmineral exploration of resources opportunitiesthathave thepotential Project (E77/2424). ParkerDome the and (E16/505) Project Finnerty Mt the - CrossProjects Southern the South Gidgee and (E53/1920) Project North Project (E57/1055);and Gidgee the - Projects Sandstone the the Pilbara Project -OpalineWell Project (E45/4997); (E59/2329); Project Coolaloo and (E58/536) Project Winjangoo the - Projects Magnet Mount the Investment Overview and 8 Sections 2.4 and 2.4 Sections 2.3 10.1(a) 9, 8and Sections 2.5, Section 2 Section 2 informatio Further

| 3 | Prospectus | Westar Resources Company? investment inthe key risksofan What are the Company? investment inthe advantages ofan What are thekey Key advantages andkey risks projects? the Company in relation to key agreements What are the business model? the Company’s dependencies of What are thekey Question Specific risks to Section3for amore detailedsummaryof therisks. only some of the risks which apply to an investment in the Company and investors should refer investment in the Company should be considered highly speculative. This Section summarises in listed shares, may affect the value of the Company’s Securities in the future. Accordingly, an risks. The risk factors set out in Section 3, and other general risks applicable to all investments of number a involvesCompany the in Shares for subscribing that aware be should Investors upside of theProjects, subjecttotherisksidentifiedinSection3. potential the to exposurehence and curve value the of end low the Company,at the through Projects, the in interest an gain to chance offers investors the Company the in investment An The key agreement inrelation totheCompany's projects istheRameliusJVAgreement. The key dependencies of theCompany’s business modelinclude: Response (c) (b) (a) (d) (c) (b) (a) (d) (c) (b) (a) there isno guarantee that itcanbeeconomically exploited. economic mineral resource. Even if an apparently viable mineral resource is identified, other any or Projects, exploration tenure that the may be acquired in the future, will result on in the discovery of explorationan that assurance no be can there company, a and circumstances is by factors impeded developmentbeyond be the control may of and that the Company. undertaking As exploration the high-risk Company and is Mineral an speculative early stage exploration risks: development and Exploration economic ore deposit. assurancediscoveryno Therethe is resultin Projectsexplorationwill the ofthat an of resources andprevious exploration over theareas covered by theProjects islimited. the No defined resources: The Company, at this that time, does not have any identified mineral anticipate Directors the Projects, the Company willcontinue tomake of losses intheforeseeable future. exploration in invest to intends not therefore is It history. possible toevaluate itsprospects based on pastperformance. operating Since theCompany limited very 30 a has on Company incorporated the been 2019, Having August history: operating and limited date to profit No Company’s objectives. exploration the out the carry to in skills right the experience has management Company’s and the that sector,ensuring matrix skills strong a has Board Company’s The JV Ramelius the under interest its Agreement. earning and result of exploration as a conducting Ramelius Projects, Cross Southern its de-risked significantly has Company The Projects, asfurtherdescribedinSections2.5to2.10. its of prospectivity the test to programme exploration an planned has Company The the IndependentGeologist’s Report inSection8. The Projects have a number of prospective targets for exploration for gold as set out in future any of costs Company’s production (assuming the successful exploration by theCompany). than higher remaining gold of price market the development plans,priortotheCompany beinginapositiontogenerate income; and there being sufficient capital available to the Company to carry out its exploration and particular, mineral exploration; retaining and recruiting key personnel skilled in the mining and resource sector and in performance by Rameliusof itsobligationsundertheRameliusJVAgreement; Investment Overview Section 3.2(c) Section 3.2(b) Section 3.2(a) Section 3 Section 2.4 8 Sections 2and Section 10.1 information Further

| 4 | Prospectus | Westar Resources Company? investment inthe key risksof an What are the Question Response (j) (i) (h) (g) (f) (e) (d) without further exploration of the Tenements, to determine the potential impact of these restrictions onthevalueof theTenements.impact potential the determine to Tenements, the of exploration further without the Schedule to the Solicitor’s Report on the Tenements in Section 9. It is not possible, 19 (Opaline Well Project), the 21 (Mount Finnerty Project) and 28 (Gidgee South Project) on of imposed restrictions of their potential economic value to the Company. In this regard, please refer be to notes may There Tenements restrictions: that makes access to parts of them unavailable to the Company, regardless other and Land Crown periodic renewal andthere isnoguarantee thatrenewal willbegranted ineachcase. to subject are licences Exploration for. applied is one if permit mining a granted be will Company the that guarantee no is There mining. and development undertake to resource on any of these exploration licences, it will need to apply for a mining permit the Tenements. Intheeventon thattheCompany successfullyexploration delineatesaneconomic undertake to Company the permit only Tenements All risk : Title accessing thelandmayimpactonCompany’s activities. in experienced delays or access, to Inability activities. mining or accessexploration for can land Company the before required generally are issues heritage cultural and Negotiations with both Native Title and land owners/occupiers in respect of native title on the ability of exploration and mining companies to have access to land in Australia. AccessLand levelsubstantial a Thereis Native ofregulationand restrictionTitle : and may diluteShareholders further. Shares on issue as at the date of this Prospectus). Further capital raisings in the future of number and holdings their to compared (as diluted considerably be may holdings should note that if they do not participate in the Public Offer (and even if they do), their assuming the Lead Manager Options are exercised. On this basis, existing Shareholders of53,404,146, CompanySharesnumber the increasethe to in will from 25,404,146 Potential for dilution: On completion of the Offers and the subsequent issue of Shares, favourable totheCompany andmightinvolve substantialdilutiontoShareholders. be not might financing or,the ofneeded terms when availableavailable,the be if will finance additional that assurance no be can There financing. debt or equity through required once those funds are depleted. The Company may seek to raise further funds ofthe be will and estimates Company’s the exceed costs exploration objectives event the in required andevaluation the exploration Company over the first two to meet are years, as set out in Section Offer 2.10. Additional funding may be Public the sufficient under considered raised funds The capital: for requirements Additional be the study(e.g.operational costs andcommodity prices) once production commences. will Project the that guarantee no still successfully brought is into production as thereassumed or within Project, the estimated parameters a in of viability economic the confirm that studies feasibility bankable and feasibility definitive pre-feasibility, on extent some interpretations, which may to prove to be depend inaccurate. If the Company and undertakes scoping, imprecise are estimates resource nature, very their By an practice. industry be and experience will knowledge, estimate on resourcebased judgment that of expression Tenements, the of any on resource a delineates Resource Estimates and results of studies: In the event that the Company successfully costly andwillcausedelay. be can remedy,which legal a seek to court a approach to Company the necessaryfor be may it performanceobligations, the counterpartydefaultsits ofin any or Ramelius Agreement.If JV Ramelius the performanceunder the Ramelius on byextent, some to Contractual risk: The ability of the Company to achieve its stated objectives will depend, Investment Overview Section 3.2(n) Section 3.2(k) and 3.2(m) Sections 3.2(j) Section 3.2(i) Section 3.2(h) and 3.2(f) Sections 3.2(e) Section 3.2(d) information Further

| 5 | Prospectus | Westar Resources Projects? report for our Is there atenure by ageologist Technical Report Independent Is there an Company? investment inthe key risksof an What are the Question provides information on: report This Tenements. the on Report Solicitor’s a prepare to Legal House engaged have We The Report isatechnicalassessment report andnotavaluationreport. Company’s the of prospectivity and characteristics Projects. geological the addresses Report This The Company has engaged SRK to prepare the Independent Geologist’s Report on the Projects. of itsSecurities. value the performance and or the Company viability of affect the futurematerially the in may factorsspecifically referredThe exposed. above be to may Companyinvestors areor the or in Company the which to factors risk the of list exhaustive an be to intended not is above The risks include: of its Securities. More information about such risks is set out in Section 3.3. Some of these value the businessor its Company and the adversely impact generally,materially may but The Company’s business is also subject to general risk factors. Such risks apply to companies General risks taxation riskandtheof litigation. insurancecover,of limitations regulatoryand the risk, safety risk, competition and risk, health and agents personnel, key on governmentmeasures, and lawspolicy changeliability,rehabilitation contractor climate risks, to reliance conditions risks, including operational Prospectus, issues, this of metallurgical 3 Tenements, Section in disclosed are risks key Additional Response (c) (b) (a) (e) (d) (c) (b) (a) (m) (l) (k) the statusof theTenements. an overview of relevant laws affecting the Tenements; and details of theTenements andourinterest intheTenements; the impact adversely may control Company. Company’s the beyond events - majeure Force aversely manner a in change may affecting the Company; and standards accounting - standards Accounting in theCompany; Changes in taxation or other laws - may affect the tax consequences of an investment Company anditsSecurities; the of value the impact adversely may conditions economic general - risk Economic than theOffer Price; lowerpricefor a trade may Companyand controlfactorsbeyondofresultthe ofthe a Investment and share market risk - prices of the Company’s Shares may rise and fall as meet expenditure commitments. to available are funds insufficient if or met Tenementnot licenceareconditions the if carries licence conditions other requiring compliance. Consequently, as exploration the Company wellcould lose title to or its as interest in a commitments, Each reporting and expenditure annual Commitments : it with Expenditure Satisfy to Failure expose theCompany toliabilityfor environmental damage. Environmental Risks: The Company’s exploration programs and development activities prices andtheAUD/USDexchange rate. gold denominated AUD and USD the as in such rates, exchange fluctuations and by prices commodity affected be may earnings potential and assets Company’s the of as value The Securities. ofits finances value the Projectsand ofthe viability potential the wellas Company the on impact an have will turn in which prices, gold lower to global to lead may demand subject and supply in fluctuations These is fluctuations. demand and supply market gold The risks: rate exchange and market Commodity Investment Overview Section 9 Section 8 Section 3.3 Section 3.2(l) Section 3.2(o) Section 3.2(q) information Further

| 6 | Prospectus | Westar Resources benefits? transactions and related party Are there any arrangements? related party policy regarding Company’s What isthe Company? interests inthe Directors’ What are the Company? Directors ofthe Who are the Directors andKey Management Personnel Question Further details of current arrangements between the Company and its Directors and other other and Directors related its parties,include: and Company the between arrangements current of details Further Details regarding arrangements with related parties are set out in Section 4.9 of this Prospectus. The Company’s policyinrespect of related partyarrangements is: the tablebelow: in out set areProspectus, this of date the at Companyas the of Securities the Directorsin the of each interest of relevant the with together List Official the to admitted being Company the following year financial the for remuneration annual proposed the Directors, the of each For its earlystages of exploration. technical experienced and competent to access personnel on a has contract basis to help manage the and exploration activities of the Company with during engaged has Company The other key management personnel. Other than the Directors and Company Secretary listed above, the Company does not have any The Management teamconsists of: Management in out set are Directors Section 4. the of each of qualifications and experience the on details Further The current Directors of theCompany are: Board Response Nathan Cammerman Karl Jupp Simon Eley Director (d) (c) (b) (a) (b) (a) (b) (a) (c) (b) (a) by aformer Director of theCompany) (refer toSection10.1(e)). controlled entity (an Ltd TasexPty Serviceswith AgreementGeological Consultancy a Offers of Director Options to each of the Directors (refer to Sections 4.6 and 10.4); and to Section10.1(d)for details); (referterms standard Directorson Accessthe Indemnity,and Insurancewith of Deeds (refer toSection10.1(d)for details); Directors its of each with appointment of letters or Agreement Services Executive an cannot vote onthematter. personal material a has who and meeting the consideredat Directorbeing is matter the while present be not the must interest matter, a such consider to Board the for other Directors before suchamatterisconsidered by theBoard; and a Director with a material personal interest in a matter is required to give notice to the Brent vanStaden(Company Secretary). Karl Jupp, ManagingDirector andChief Executive Officer; and Nathan Cammerman, non-executive director. Karl Jupp, ManagingDirector andChief Executive Officer; and Simon Eley, non-executive Chairman; $35,000 $225,000 $50,000 Remuneration 3,811,189 3,898,602 349,650 Shares 7.56% 7.73% 0.69% at Listing % (Undiluted) Investment Overview 1,000,000 3,000,000 1,000,000 Options 10.4 10.1(e) and 5.23, 10.1(d), Sections 4.6, Section 4.9 10.4 4.5, 4.6and Sections 4.4, Section 4 information Further | 7 | Prospectus | Westar Resources underwritten? Are theOffers Public Offer? objectives ofthe What are the subscriptions? accepting over- Is theCompany subscription? minimum What isthe Offer Price? What isthePublic Offer? What isthePublic Offers? What are the The Offers position? financial Company’s What isthe Financial position Question The Offers are not underwritten. The objectives of thePublicOffer are to: No oversubscriptions willbeaccepted by theCompany. 254. Guide Regulatory ASIC providedin relief to pursuant refreshprospectus a lodging by months in accordance with section 724 of the Corporations Act or extend that period for a further three three months after the date of this Prospectus, it may within either Offer Public deal the with of any entirety applications the for receivedapplications valid received not has Company the If The minimumamountwhichmustberaised under thePublicOffer is$5,000,000. or for theDirector Options. considerationcash material No bypayable is Manager Lead the for Manager Lead the Options The Offer Price is20 cents perShare underthePublicOffer. the general public. price of $0.20 per share to raise $5,000,000 (before costs of the Offers). This Offerto is made issue an at Shares 25,000,000 for subscriptions invites Company Offer, the Public the Under - refer toSection 5.23). ManagerreferLead - the to Directorthe and DirectorsOffer5.22) the Section to to only (open The Offers consist of thePublicOffer (refer toSection5.1), theLeadManager Offer (openonly The Company intendstoapplytheproceeds of theOffers asoutlinedinSection5.3. represented by theOffers onthefinancialposition ofthe Company, postASXlisting. should refer to the pro forma statement of financialInvestors position for the7. effectSection of the capitalin raising out set is Report Accountant’sInvestigating The 6. Section in out set is position, financial of statement pro forma a including information, financial Company’s The future ifthere isabusiness casefor this. the in may although borrowings, or financing debt any havecurrently not does Company The or financialstability. any meaningful key financial the information or ratios relating to market develop performance, profitability and explore to provide seeking cannot CompanyAccordingly,commercialised. the been yet not companyhave which Projects, exploration stage early an is Company The activities. its revenuefrom any earned not has and 2019 August 30 on incorporated was Company The Response (e) (d) (c) (b) (a) aae Otos n te ietr pin rsetvl wtot eodr trading Lead the secondary issue restrictions. without - respectively to Options Director the Offer Director and the Options and Manager Offer Manager Lead the to regard with provide working capitalfor theCompany; and the Company’s business; enhance the public and financial profile of the Company to facilitate further growthof capital to access improved with Company the providemarkets for future fundingneeds; will which ASX, the on list and theIndependentGeologist’s Report inSection8; 5.3 Section in out set as budgets development and exploration the with accordance raise capitaltofundexploration anddevelopment activitiesontheProjects in Investment Overview Section 5.1(c) Section 5.2 Section 5.1 Section 5.1(b) Section 5.1(b) and 10.10 Sections 5.1 5.22 and5.23 Sections 5.1, 6 and7 Sections 5.3, information Further

| 8 | Prospectus | Westar Resources Offer? for thePublic allocation policy What isthe is successful? if myApplication When willIknow the PublicOffer? investment under minimum What isthe Public Offer? Shares underthe How do Iapplyfor with brokers? arrangements Are there Company? structure ofthe on thecapital of theOffers What istheeffect arrangements? any escrow Are there Question Applicants who sell Securities before they receive their holding statements do so at their own risk. Offers. the issuedunder Securities the in trading to prior allocation their determine to Applicants Securities under the Offers are expected to be allotted on the Issue Date. It is the responsibility of (without interest) assoon asreasonably practicable aftertheClosingDate. refunded be will Monies Application surplus for, applied number the than less is issued Shares of number the Where for. applied those than Shares of number lesser a to application any back scale to or Application any reject to right reservesCompanythe The all. at Shares any or applied has it which for Shares of number the allocated be will Applicant any assurancethat no is There forward (subjecttoanyregulatory requirements). going Company the for base Shareholder appropriate an ensuring to view a with discretion sole Directors, in conjunction with the Lead Manager, will allocate Shares under the Public Offer at their sent toyoube ifyour Applicationissuccessful inaccordance will withtheIndicative Timetable. Offer the under allocation your confirming statement CHESS or statement holding A additional investments tobemadein$500(2,500Shares) increments. with Shares), (10,000 $2,000 is Offer Public the under investment minimum The should becrossed “NotNegotiable.” Cheques must be made payable to “Westar Resources Limited – Subscription Account” and per Share orby onlinepaymentasindicated. be must and instructions their $0.20 with at application the of amount full forthe dollarsAustralian in cheque accompanied accordancea by in completed be must Forms Application The materialtermsof theLeadManager MandatewithDCPare summarisedinSection10.1(f). DCP with mandate advisory corporate commencingmonth afterlisting, atafee incashof $10,000permonthplusGST. 12 Options a to Manager agreed Lead has and 3,000,000 Manager issue Lead the will to Company the addition, In houses investment intermediaries). brokers, other or to fees all pay the Public will Manager under Lead the raised pursuant which funds of 5% of (out Offer of Fee Raising a Capital Offer, Public the to The Company will pay the Lead Manager a Management Fee of 1% of all funds raised pursuant Discovery Capital Partners isLeadManager totheOffer. set outSection6. as cash Company’s the increase and 5.7 Section in out set issue,as on Options and Shares of The effect of the Offers on the capital structure of the Company will be to increase the number Condition 7. 1.1 Rule Listing ASX compliancewith in 20% lessthan not be will ‘reinstatement’ of time the at Company) the of associates) their (or parties related not are who Shareholders by held are and restricted not percentageare that Shares (the the float’ ‘free of Company its confirms The comprise will Shares all which comprising and Offers ASX, the of by completion Options onissue atCompletion of theOffers. at issue on securities Shares all restricted of 40% as approximately classified be may Options 8,000,000 and Shares 20,209,891 approximatelyListing, upon that anticipates Company The securities (i.e.they willbesubjecttoASXescrow restrictions). restricted be to expected are Options Director the 92% of all approximatelyand Directors, the and by held nominees) Shares of its (or Manager Lead the to issued Securities the of All (i.e. noneare expected tobesubjectescrow). None of the Shares issued pursuant to the Public Offer are expected to be restricted securities Yes, there are compulsory escrow arrangements undertheASXListing Rules. Response Investment Overview Section 5.15 Section 5.12 5.11(b) Section Section 5.11 Section 10.1(f) and 6 Sections 5.7 Section 5.18 information Further | 9 | Prospectus | Westar Resources Shares? of investing in tax implications What are the applicants? payable by or stampduty commission brokerage, Is there any Additional Information Offer beused? proceeds ofthe How will the Use ofProceeds Offers? participate inthe Who iseligibleto quoted? Will theShares be Question circumstances. Applicants should obtain their own tax advice prior to deciding whether to to whether deciding to subscribe for Shares offered underthisProspectus. prior advice tax own their obtain should Applicants circumstances. particular investor’s an upon depend will Shares in investment any of consequences tax The disposal of Shares issued underthisProspectus. Shares may be subject to Australian tax on dividends and possibly capital gains tax on a future the PublicOffer. No brokerage, commission or duty is payable by Applicants on the acquisition of Shares under reserves therighttoalterwayfundsare appliedonthisbasis. Board The applied. ultimately are funds the which in manner the affect to potential the have any budget, intervening events (including exploration success or failure) and new circumstances *The above table is a statement of current intentions as of the date of this Prospectus. As with The following tableshows theintendeduseof fundsinthetwo year periodfollowing Listing: available cashatthecloseof theOffers). The table below sets out the proposed use of the proceeds from the Public Offer (and estimated The LeadManager Offer andDirector Offer are not availabletothe general public. to otherwise permit theoffering or of Securitiesinanyjurisdictionoutside of Australia andNew Offers, Zealand. the or Securities, the qualify or register to taken been has action No The PublicOffer isopentoallinvestors witha registered address inAustralia orNew Zealand. this under offered the Shares of quotation official Prospectus (except Restricted Securities) underthetrading symbol:WSR. for ASX the to apply will Company The Response Total fundsallocated Working capital Administration expenses Exploration andDevelopment Use ofnetproceeds Net cashaftercosts oftheOffers Cash expenses of theOffers Proceeds from PublicOffer Estimated cashasatthecloseof theOffers Source offunds $4,724,240 $1,092,645 $1,231,595 $2,400,000 Investment Overview $ $4,724,240 $5,000,000 ($476,023) $200,263 Amount 100% 23% 26% 51% % Section 10.12 Section 5.11 10.10 5.3, 6.6,8and Sections 2.10, 5.22 and5.23 Sections 5.1, Section 5.13 information Further | 10 | Prospectus | Westar Resources Prospectus. ThisProspectus shouldberead and considered initsentirety. This section is a summary only and not intended to provide full information for investors intending to apply for Shares offered pursuant to this of theOffer? important dates What are the Company? policies ofthe principles and governance corporate What are the Question information? I findmore Where can dividend policy Company's What isthe to theOptions? liabilities attach What rightsand being offered? to theShares liabilities attach What rightsand and practices andtheCompany’s compliance anddepartures from theRecommendations. governance policies corporatekey its announce will Company the ASX, the on listing to Prior website (westar.net.au). Company’s the from available is Plan Governance Corporate full Company’s the addition, In this of date and departures from theRecommendations are setoutinSection4.11. the at as practices and Prospectus are outlinedinSections4.10of thisProspectus andtheCompany’s compliance policies governance corporate main Company’s The the Edition) aspublishedby ASXCorporate nature,Governance Council (Recommendations). and size Company’s the of light Company has adopted the Corporate Governance Principles and Recommendations (4th in practicable, and appropriate extent the To Response issue ofSharestoApplicants. the before time any at Offer the with proceed to not right the reserves also Company The notice. prior without early Offers the close or Date Closing the extend to right the reserves Company The extended bytheASICnotmorethan7dayspursuanttoSection727(3)ofCorporations Act. The above datesareindicative only andmaychangewithoutnotice.TheExposurePeriodbe on exploration of theProjects andfuture acquisitions. The Company does not expect to pay dividends in the near future, as its focus will primarily be described inSections10.3and10.4(read withSection4.6)respectively. are Options Director the and Options Manager Lead the to attaching liabilities and rights The The rightsandliabilitiesattachingtotheCompany’s Shares are describedinSection10.2. Expected datefor quotationonASX Despatch of holdingstatementstoShareholders Issue of new Shares undertheOffer Closing Dateof theOffer Opening Dateof theOffer Lodgement of Prospectus withASIC Event (b) (a) By contacting the Share Registry on the Offer helpline on 1300 214 698 (within 698(within 214 on 1300 helpline Offer Australia) theand0394154227(from outsideAustralia). on Registry Share the contacting By adviser; or By speaking to your sharebroker, solicitor, accountant or other independent professional 14 December 2020 10 December 2020 7 December 2020 13 November 2020 30 October2020 23 October2020 Date Investment Overview and 4.11 Sections 4.10 information Further 10.4 and4.6 Sections 10.3, Section 10.2 | 11 | Prospectus | Westar Resources 02 its Projects Company and Overview ofthe

| 12 | Prospectus | Westar Resources The objectives of theCompany are to: to Projects JORC standards inorder its toassess andwhere appropriate, on pursue development resources options. define to drilling conducting be will focus primary Company’s the Listing, Following 2.4 value by acquiring, exploring andexploiting itsmineral resource projects. shareholder build to is aim Company’s The gold. for Projects its of exploration on focus to intends Company The 2.3 The corporate structure of theCompany anditssubsidiariesisasfollows: 2.2 Projects andpayingcosts tokeep theSouthernCross Projects ingood standingover thatperiod. Cross Southern the of exploration on years 3 over $2,000,000 spending by E77/2424) and (TenementsE16/505 the entered and Projects the acquired CrossSouthern the interestin Projects75% subsidiaries, a to up earn may Ramelius which Agreementpursuantto JV Ramelius its through or itself has Company the incorporation, Since wholly two has ownedWestar subsidiaries,Rouge Resources PtyLtdandImperator Resources PtyLtd. company. development and exploration mineral a as ASX the on listing of purposes the for company public unlisted an as 2019 August 30th the on Australia registeredin Westarwas Resources Limited 2.1 (a) Resources Pty Ltd Rouge To achieve this, the Company intends to undertake the exploration programs described in Section 2.5. 2.5. the for timing Section possible and viability economic in the determine will programs described exploration the of programs results The exploration the undertake to intends Company the this, achieve To potential todeliver growth oftheCompany for thebenefitofShareholders. the have that activities exploration mineral on focus to Projects the of each on exploration Undertake Business strategy/objectives oftheCompany Business model Corporate Structure The Company 100% Resources Limited Westar Company and its Projects 100% Resources Imperator Pty Ltd Overview ofthe

| 13 | Prospectus | Westar Resources (iii) (ii) (i) The success of theCompany inexecuting thisstrategy issubjecttoanumberof key dependencies,namely: (b) successful exploration by theCompany).(assuming production future any of costs Company’s the than higher remaining gold of price market the prior totheCompany beinginapositiontogenerate income; and there being sufficient capital available to the Company to carry out its exploration and development plans, exploration; particular,mineral in and sector resource and mining the in skilled personnel key recruiting and retaining for example, Section3.2(c)and3.2(y)). (see, projects suitable and new acquiring and identifying processof the in uncertainties and risks course, of are, There projects. evaluating in experience considerable its utilising suitability by the the assessopportunities investmentwill involve of Board The may both. of which combination a arrangement, or equity earn-in cash, in and/orconsideration of venture, payment joint acquisition, of way by opportunity additional such exploit or create acquire to elect may Board the identified, to is opportunity investment viable a when sector and If resource the in acquisitions opportunistic Shareholder value,inthefuture. and projects new Pursue project mineral and acquisition, discovery management anddevelopment. corporate in records track strong have collectively who management senior and Directors its of skills and experience the leverageoff to be will Company the of strategykey A Venture arrangements ontheProjects, of whichtheRameliusJointVenture isanexample. The Company may also consider other value-adding and growth opportunities, such as Farm-in and/or Joint feasibility studies)leadingtodevelopment andminingoperations ontheProjects infuture, ifappropriate. commencement of further testing or studies (including economic studies such as scoping, pre-feasibility and Company and its Projects Overview ofthe

| 14 | Prospectus | Westar Resources is setoutinSection2.10below. referReportSolicitor’s the Tenementsto the on budgetThe for 9. Section in exploration ofof Tenementseach the the Tenements,the of in status and naturelegal the Forabout informationout 8. Section in ReportGeologist’s set Independent is Projects the of each for expenditure proposed and background geology, the about information A summary of the key information in relation to the each of the Projects is set out below. In addition, more detailed The Projects are summarisedbelow: in seven mineral exploration Projects inWestern Australia. The Company has(itselforthrough itswhollyowned subsidiaries)interests 2.5 1 granted tenement (100% Interest) Gidgee North 1 granted tenement (100% Interest) Gidgee South Sandstone Projects GREEN STONES YILGARN CRATON MAJOR GOLDRESOURCES WESTAR PROJECT Overview oftheProjects Mt Magnet Projects 1 granted tenement (100% interest) Coolaloo Winjangoo 1 granted tenement (100% interest)

Winjangoo MT MAGNET PROJECTS Coolaloo MT MAGNET PROJECTS Company and its Projects Pilbara Project Opaline Well Pilbara Project 1 granted tenement (100% interest) Opaline Well

Overview ofthe Gidgee North sANDSTONE PROJECTS Gidgee South sANDSTONE PROJECTS Southern Cross Projects Parker DomeProject Mt Finnerty Southern Cross Projects Projects Southern Cross 75%) Resources earningupto (Farm-in JVwithRamelius Mt Finnerty Parker Dome 75%) Resources earningupto (Farm-in JVwithRamelius

| 15 | Prospectus | Westar Resources 2.6 (an open file DMIRS geophysical dataset) anomalies identified in the area in 2015 and known electromagnetic known and 2015 in response of theAltairVMSzinc-copperarea mineralisation alongthe western boundaryof Horizon’s project area. the in identified anomalies dataset) geophysical DMIRS file open (an down-hole both of mineralisation in the potential region. This follows the recognition of similarities and the proximity between a cluster of SkyTEM highlighted has work Horizon’smetal base identify surveyingto geophysical (MLEM) electro-magnetic loop moving and (DHEM) electro-magnetic tenures. Gidgee adjacent its on Horizon by In addition to its gold potential, Westar will also consider the potential for other metals in light of recent exploration longer termto testthelateral anddepthextents of anysignificantanomaliesdefined. assessmentinitial resultsofthis the to Subject phase,follow-upconsidered be RCwill over drilling to medium the targets. SkyTEM main two the at planned is drilling RC attributes. geologicalpronouncedless with prospects at targeting in assist to used be will methods Geophysical drilling. aircore near-term for targets define to datasets available Westargeophysicalsurveying,undertakegeologicaland reappraisalto further mapping a wellintends ofthe as as Exploration program Bore andBirriginTrend. defined four key target areas comprising key geological and structural settings, namely Bills Bore, Fairy Well, Bonza of series a from At the Gidgee North Project, tonnes more recent auger soil geochemical sampling in 9,000 2018 and 2019 by Rafaella Resources from ounces 8,000 of total a produced underground workings. and 1912 and 1904 from between excised active are Centre, Mining Birrigrin historic the workings, of E57/1055, although workings extend along strike area onto the Gidgee South Project. The mining centre was originally main the Project, South Gidgee the At despite covering favourable geological andstructural settings. unexploredessentially remain Projects Sandstone the of areas large addition, In tested. inconclusivelyremain to targets Various programs. sampling have been defined within thegeochemical current Project tenures bysoil former explorers, many ofand which are considered by (RAB) Westar blast air rotary shallow comprising exploration regional more with structures, However,and zonesprevious shear known or environs mine companies. near focussedon largely ofwas exploration number a by explored been has Projects Sandstone the by covered area The The Sandstone Projects –GidgeeNorth &GidgeeSouth Company and its Projects Gidgee South (E57/1055) covering approximately 255 km 255 approximately covering (E57/1055) South Gidgee two granted ofexploration licences - Gidgee North (E53/1920) and comprised are Projects Sandstone Company’s The Tenements Limited. prospects held by Horizon owned Gold Limited and Gateway Mining party third Creek Gum the as well as mines, adjacentgold Doherty’s and Gidgee the by from demonstrated production well as mined mineralisation, is gold Projects with Sandstone endowed the surrounding region The Previous exploration contain rafts of greenstone. which granitoids, intrusive by surrounded and sequences sedimentary and volcanic by dominated is It width. in 24 km and length in km 110 some measuring belt sinusoidal broadly lensoid, Youanmia the Terrane,formsof which Belt The Sandstone Projects lie within the Gum Creek Greenstone Geological setting 700 kmnorth-northwest of Kalgoorlie. and Perth of northeast km 640 approximately located and Overview ofthe 2

| 16 | Prospectus | Westar Resources with amaximumvalueof 2,059ppbgold (regional background <1ppbgold). by held being Doray Minerals Ltd between area 2011 and 2014, with Projectnumerous soil samples returning Winjangoo assays in excess the of 20ppb gold, to part, by conducted in was explorationrecent most The least larger,landholding. a regionalmoreof part at previousexplorersas due, be may This district. mining +6Moz Magnet the to Mount proximity the given limited, surprisingly is area Project Winjangoo the over exploration Historical Boogardie Basinimmediatelysouthwest of Hill50. 2.1 Moz of gold. Significant gold mineralisation has more recently been discovered in porphyritic felsic units of the Historical production at the nearby Mount Magnet was centred on the Hill 50 gold mine, which produced more than Previous exploration is which body, gabbroic interpreted tobeacomposite intrusion,rather thanasingle magmachamber. the with schist talc-chlorite-tremolite and peridotite serpentinite, of units interlayered 2.7 Mount Magnet Projects Company and its Projects gabbroic unit and a strongly differentiated gabbro with with gabbro differentiated strongly a and unit gabbroic general a into subdivided is gabbro The west. the and east thick sequence of gabbro and are bounded by granite to the a comprise Project Winjangoo the of units greenstone The Geological setting km southwest of theMeekatharra group of mines. the Mount Magnet gold mining camp and approximately 150 of northwest km 25 approximately situated and component southern and northern a into split is Project Winjangoo The Location Winjangoo Tenement Mount MagnetProject covers approximately 224km million 6 over produced ounces of gold since Mount the initial discovery there in historically 1891. The of has centre which mining Magnet, historical the Mineral to Murchison proximal the Field in situated and (E59/2329), (E58/536) Coolaloo Winjangoo - namely licences, exploration granted two of comprised are Projects Magnet Mount The Tenements Overview ofthe 2 .

| 17 | Prospectus | Westar Resources an interpreted BIFalongwithelectromagnetic (DHEM)geophysical surveying. near-term aircore drilling. At for the targets Coolaloo define Project, RCto drilling interpretation, is planned and to surveyingtest geophycialgeophysical targets and geologicalassociated sampling with including geochemical activities, additional mapping, exploration staged conduct to intends Company the Furthermore, data. the in of trends and dimensions patterns identify to data geophysical and geochemical and drilling, previousexploration, all compiling is orientation location, the determining of means potential mineralised zones and secondly, a to locate additional gold as exploration targets. To programs this end, the Company geochemical and main drilling two has Projects Magnet Mount the for objectives - firstly, strategy to undertake compilation of all of the existing data to assess exploration the effectiveness of the initial previous Company’s the context, this Within previousexplorers. by package tenure regional-scale a as held typically were in belt greenstone the with of parts as district, exploration systematic Magnet Mount the within out modern, carried to subject been havenot which areaslarge remainthere this, Despite produced.excess gold ofMoz been 6 of has mining and exploration considerable date, To Exploration program the basisfor Westar’s near-termexploration program. inform will results the and interpreted,processed and being currently is data This area. ProjectCoolaloo overthe In September 2019, the Company conducted an aeromagnetic geophysical survey totalling 3,287.9 line kilometres further investigation anddrilltesting. require that identified been have anomalies SeveralMMI areas. project some coverin of depth overcomethe to Goldfields Eastern and Exploration (2016) has focused (2012-2015) on MMI (Mobile Metal Ion) geochemical Ltd programs as a potential Energy pathfinder method Dragon was by exploration Ltd recent More Resources conditions. to Plutonic ground due difficult bedrock and testing in NL ineffective largely Resources was that Equinox drilling RAB by shallow and Project targeting geophysical Coolaloo by defined the over work early the of Much recentlyrecommenced have production. entered who projectLimited, Resources Adaman the to beforeon sold gold eventually was g/t It 1.47 2008. of in maintenance grade and averagecare into an at tonnes 6,585,455 311,240 from total, mined In was 2008. gold and of 2002 oz between NL Equigold by operated and built was project gold Kirkalocka The Previous exploration Bell regions). zone developed as an extensional lag structure adjacent to a granite contact (such as in the Sons of Gwalia and Big shear reflect mylonitic are presenceinterpretedto haematite-magnetite-quartz and the are strongly a magnetic of tenement, the of centre the in Dome, Coolaloo the of margins Jumbulyer The displacement. dextral or of km Kirkalocka2 to up (the has Fault) structure trending north–east westernmost The Magnet). Mount at mineralisation and aeromagnetics The controlon important an are (which structures‘BoogardieBreak’-style stage late to analogousare lithologies.which tenement, greenstone the of east and immediately located structures granite trending north–east several of presence the the indicate maps of published most obscuring colluvium and alluvium, Austin the to belonging Suite Downs Supersuite. Outcrop Bell throughout most of the tenement Big is poor, the with sandplain and claypan/ lake sediments, of granites younger by flanked are greenstones Project Coolaloo The Geological setting the Kirkalocka gold project. of north km 35 and camp mining gold Magnet Mount the of south km 25 approximately lies Project Coolaloo The Location Coolaloo Company and its Projects Overview ofthe

| 18 | Prospectus | Westar Resources gold anomalism in soils (>10 ppb gold) over several kilometres of strike at what is now referred to as the Flinders, Flinders, the as to referred Flindersnow NortheastandTasman prospects. Historicalintersectionsis across theMountFinnertyProject include: what at strike of kilometres several over gold) ppb (>10 soils in anomalism gold Historical exploration in the 1990’s by Dune Resources NL, Arimco Mining Pty Ltd and later Reed Resources Ltd defined Previous exploration weathered profile isalsoseenabove theFlinders prospect andattheneighbouring Tasman prospect. mineralisation appears to be associated with the adjacent felsic volcanics. Supergene enrichment of gold in a lateritic Secondary intersections. some of part (5–10%) significant a form can which (pyrite), sulfides disseminatedcommon granite/mafic granite the the and mafics are to developsassociatedshearing,as gneissicalterationis local biotite-rich sericite with veininga texture.Quartz and with proximalinter-fingered and located fractured has an is granite the mineralisation along of intrusion the the volcanics where of contact mafic lithological Most with contact. associated granite typically sheared is often and Project irregular Finnerty Mount the at encountered Mineralisation crests withflanksmantled by scree. ridges made up of more resistant banded iron formation (BIF) and banded chert. Outcrop is generally confined to ridge Diemals greenstone belt is made up Marda–of The deeply weathered, mostly south. soil-coveredthe in Waltervolcanic Mount and to sedimentary northwestrocks the flanking in Complex Marda the from north-northwest extending south-southeast, trends to that belt greenstone Marda–Diemals Archean the on located is Project Finnerty Mount The Geological setting 2.8 (f) (e) (d) (c) (b) (a) MF8580/1414 – 6maveraging 14g/tgold from 39–45m downhole. MF8880/1376 – 9maveraging 9.95g/t Au from 51–60mdownhole; and from 46–50mdownhole); gold g/t 12.6 averaging m 4 (including downhole m 68 – 45 from gold g/t 3.68 averaging m 24 – MF038 MF034 –3maveraging 6.4 g/tgold from 54–57mdownhole; MFRC 029–1mat236.3g/tgold from 126-127mdownhole; 62 -66mdownhole); MF023 – 9 m averaging 98.2 g/t gold from 62 - 71 m downhole (including 4 m averaging 215.8 g/t gold from Southern Cross Projects Company and its Projects nomto o te em o te aeis V Agreement, JV Ramelius refer toSection 10.1(a). the of terms the on information the more For in Project. interestDome Parker and Project 75% Finnerty pursuant Mount a to up Resources earn may Ramelius Ramelius which to with agreement Venture Farm-in/Joint a to subject are Projects Cross Southern The Ramelius JVAgreement southeast of SouthernCross, covering atotalarea of 60km south- km 60 located is Dome Parker and Perth of northeast Yilgarn and Coolgardie the Mineral Field respectively. Mt Finnerty in is located 430 km east- situated (E77/2424) Dome Parker and (E16/505) Finnerty Mount - granted licences two exploration of comprised are Projects Cross Southern The Tenements east-northeast of Perth and 100 km northeast of Southern Southern of northeast km Cross. 100 and Perth of east-northeast km 430 approximately located is Project Finnerty Mount The Location Mt Finnerty Overview ofthe 2 .

| 19 | Prospectus | Westar Resources Section 10.1(a)for asummary of thekey provisions of theRameliusJVAgreement. capacity todirect orinfluence Ramelius’proposed work program andassociated exploration budgets. Refer to Decision toMinemilestoneisachieved. Assuch,theCompany isfree carrieduntilthispoint andhasonlylimited phase commences, Rameliuswillberesponsible for thedesignandfundingallexploration activitiesuntila Pursuant totheRameliusJVAgreement, once thefarm-in obligationhasbeensatisfiedandthejoint venture knowledge of thedistrictinorder torapidly advance exploration over itsSouthernCross holdings. Project. To thisend,theRameliusJVAgreement enablesittocapitaliseonRamelius’ operating experience and by Ramelius’Marda Project (locatedsome100kmwest of MountFinnerty)andthedevelopment of theTampia Moz of gold. Itremains anactive region for ongoing gold exploration anddevelopment activities,asevidenced The SouthernCross districthostsinexcess of 150gold depositsandhashistoricallyproduced more than15 Exploration program anomalies andpotentialfor economic discoveries. drilling. Theregion remains tobecomprehensively andsystematicallyexplored todeterminethesource of the reported gold anomolism(+30ppb)attheParker DomeProject from soilsampling, auger drillingandshallow RAB Previous explorers, includingAudaxNL,Gasgoyne GoldMinesNL,Sonsof Gawlia LtdandAbadorGold NLhave north towards thetownship of Marvel Loch,withinthegreenstone belt. numerous small-scalehistoricalgold minesliealongthewestern margin of theParker Domegranitoid andtothe There are noknown historicalmineworkings ormineral occurrences ontheParker DomeProject. However, Previous exploration Bounty. Star andFrasers andtoalesser extent, fold hinge deposits(usuallyinBIF),suchasCopperhead, GoldenPigand of gold mineralisation, withmostproduction derived from shear-hosteddeposits,suchasMarvel Loch,Yilgarn In thevicinityof theParker DomeProject, sheared lithological contacts are theprimarycontrol onthedistribution to late-stage shearingorpossibly attenuated,partlyconsumed greenstone remnants. north–south linearfeatures of unknown source that,conceivably, could beinterpreted asbeingpotentiallyrelated approximately 40kmx20km.Thedomeisclearly visible inaeromagnetic imagery, whichalsoreveals aseriesof the western margin of thenorth-westerly elongatedParker Dome–apoorlyexposed, gneissic granitoid dome The Parker DomeProject islocatedwithintheSouthernCross greenstone beltof theSouthernCross Domain,on Geological setting Southern Cross township. The Parker DomeProject islocatedapproximately 400kmeastof Perth and60kmsouth-southeastof the Location Parker DomeProject Company and its Projects Overview ofthe Winjangoo Tenement

| 20 | Prospectus | Westar Resources phase, aprogramme of reconnaissance aircore drillingisproposed. to out carried be then will area assessment data the the of results to Subject deposits. Projectgold significant host to potential the targetswith highlight Well Opaline the throughout distribution gold the of analysis Detailed surveying. geophysical and sampling geochemical mapping, geological with along data, technical available the of As partof itsexploration strategy for theOpalineWell Project area, the Company planstoundertake acompilation Exploration program mines hasproduced 4,993oz of gold. Mine Victory ConsolidatedCoonganThe and at goldStar activity mining ozOther production1,845 oflimited goldwith mined. had mineralisation. gold with associated is veining quartz and alteration carbonate extensive and mineralisation on altered, weakly mineralised pillowed and high-Mg basalts and Victory-Tabletop, where significant copper development of superficial a represents which gossanTreetrend, OreHill the basalts, in veining quartz to Edelweissareainclude centresthe mining in historical Nearby Corboys, confined and is wheremineralisationgold rockchip where 2, and 1 Wellsamples have returned grades upto0.25–1.15%Cu, 0.14–1.85%Zn,79-155g/tAgand0.19-0.41g/tAu. Opaline and gold, 200g/t to up grades revealed B, samples rockchipand historic A where Creek Triberton including workings, historical recorded several contains area Project Well Opaline The Previous exploration greenstone beltinthesoutheastof theOpalineWell Project. Kelly the of area southern the intrude rocks Ultramafic Group. Creek Gorge the of rocks metasedimentary clastic 2.9 Pilbara Project Company and its Projects the Opaline Well Project, including unconformably overlying of east the in preservedare SupergroupGrey De preserved the central part of theOpalineWell Project. Remnants of in Groups Kelly and Warrawoona the separates Formation the dominated locally by the Euro Basalt. Minor Strelley Pool including – Group consist sequences, Kelly and Group Warrawoona and basaltic sedimentary dominantly Supergroup and Pilbara volcanic the of of part greenstone form Kelly and belts Coongan Tambina the of and Most Callina and Supersuites. the belt of greenstone granitoids Kelly intrusive the gneissic of margins western belt, CoongangreenstoneWell the Opaline straddlesProject The Geological setting Port Hedlandand35kmwest of Nullagine. of southeast km 190 approximately lies Project Pilbara The Location E549) Oaie el ad s oae i te Pilbara the in located Mineral Fieldcovering approximately is 67km and Well) (Opaline (E45/4997) explorationgrantedlicence Project1 consistsPilbaraof The Tenement Overview ofthe 2 .

| 21 | Prospectus | Westar Resources * Subjecttoearn-in jointventure,withRamelius tosolefundexploration todecisionmine. next 2years tocomplete initialexploration of theProjects: overthe expenses proposed the account into take that proposed are budgetsfollowing above, the the to Subject emphasis. in change reflecting a interests,certain levels expendituredecreasedon of or increased to lead may and interests Project Company’s the ofassessment ongoing an involve will This undertaken. exploration from obtained results the on depending basis, ongoing an on modification to subject be will budgets the the that of noted proceeds be should the It Offer. from below tables the in outlined as activities intended its fund to proposes Company The 2.10 Project Pilbara Projects Mt Magnet Projects Mt Magnet Project Projects Sandstone Proposed exploration budgets Opaline Well Field Support Opaline Well Mt Finnerty Coolaloo Winjangoo Gidgee North Gidgee South Geochemical Geochemical Total Exploration Field Support Specialists &consultants Laoratory Drilling Geophysical Total OpalineWell Total Coolaloo Geophysical Geophysical Geophysical Specialists &consultants Laoratory Drilling Geochemical Specialists &consultants Laoratory Drilling Geochemical Geophysical Geophysical Total Winjangoo Total GidgeeNorth Specialists &consultants Laoratory Drilling Geochemical Specialists &consultants Laoratory Drilling Total GidgeeSouth Geophysical Geochemical Geochemical Activity Company and its Projects $1,444,000 $113,000 $113,000 $276,000 $276,000 $392,000 $392,000 $355,000 $355,000 $222,000 $222,000 $195,000 $195,000 $301,000 $301,000 $247,000 $247,000 $159,000 $86,000 $86,000 $39,000 $39,000 $21,000 $21,000 $10,000 $16,000 $55,000 $55,000 $13,000 $13,000 $26,000 $26,000 $35,000 $35,000 $43,000 $26,000 $26,000 $38,000 $38,000 $44,000 $40,000 $23,000 Year 1 Overview ofthe $- $- $- $- $- $- $- $- $- $- $- $- $- * * $956,000 $956,000 $204,000 $204,000 $101,000 $101,000 $155,000 $155,000 $173,000 $173,000 $288,000 $288,000 $143,000 $143,000 $136,000 $136,000 $132,000 $132,000 $255,000 $35,000 $35,000 $19,000 $19,000 $42,000 $12,000 $12,000 $89,000 $19,000 $19,000 $17,000 $17,000 $24,000 $33,000 Year 2 $- $- $- $- $- $- $- $- $- $- $- $- $- $- $- $- $- $- $- $- $- * * $2,400,000 $2,400,000 $148,000 $148,000 $290,000 $290,000 $377,000 $377,000 $547,000 $547,000 $528,000 $528,000 $510,000 $510,000 $143,000 $143,000 $284,000 $284,000 $437,000 $437,000 $379,000 $379,000 $414,000 $29,000 $29,000 $58,000 $39,000 $21,000 $21,000 $38,000 $38,000 $55,000 $62,000 $62,000 $13,000 $35,000 $35,000 $55,000 $55,000 $68,000 $26,000 $56,000 $40,000 $40,000 Total $- $- $- $- $- $- $- $- $- $- $- * *

| 22 | Prospectus | Westar Resources 03 Factors Risk

| 23 | Prospectus | Westar Resources iea epoain n dvlpet s seuaie n hg-ik netkn ta my e mee by impeded be may that undertaking high-risk and speculative a circumstances and factors is beyond the control developmentof the Company. Success and in this process exploration involves, among other Mineralthings: and assumptions. estimates practice, whichmaymateriallyandadversely affect the Company’s performance. these from differ materially in realised be may assumptionswill underlying the and estimates cost the Accordingly,that givenassurance be no can costs actual the accordingly, and uncertainties significant to subject areassumptions and estimates these nature,to their By respectexploration. of timing with and method assumptionsthe certain on based are 8 Section in described Company the of costs exploration The Even ifanapparently viabledepositisidentified,there isnoguarantee thatitcanbeeconomically exploited. Tenementsother any or acquiredbe may that future,the in resultwill discoverythe in of economican ore deposit. licences, the of exploration assurancethat no be can There exploration. of stages early the Tenementsat areThe (c) should investors Potential understand thatmineral exploration deposit. isahigh-riskundertaking. mineral viable economically an of definition the in result will Company the over the areas coveredexploration previous by the Projects is limited. There isno assurance and thatexploration or projectreserves studiesby or resources mineral identified any have not does time, this at Company, The (b) to able is Company the realise valuefromUntil itsProjects, itislikely toincurongoing operating losses. Projects. its on mining subsequent or exploration successful the through viability historical limited and history Tenements.the conductedon been assuranceno such, CompanyachieveAs giventhe will be that can commercial operating limited previously has exploration has limited only date, To and profits. generate not does 2019 Company The performance. August financial 30 on incorporated was Company The (a) 3.2 The following isnotintendedtobeanexhaustive listof theriskfactors towhichtheCompany isexposed. The below, described highlyspeculative. factors risk together with information ofcontained elsewhere beconsidered in this Prospectus, before deciding whether to apply for list Securities. non-exhaustive the should consider investors Prospectus potential this that recommend under Directors offered Securities the in investment An 3.1 Introduction (v) (iv) (iii) (ii) (i) Exploration anddevelopment risk No defined resources Limited history skilled contractors, consultants andemployees. accessing the necessary experienced operational staff, the appropriate financial management and recruiting development andproduction phases;and obtaining required development consents and approvals necessary for the acquisition, mineral exploration, securing andmaintainingtitletomineral exploration projects; access toadequatecapitalthroughout theacquisition/discovery andproject development phases; discovery andproving-up, oracquiring, aneconomically recoverable resource orreserve; Risks Specificto theCompany and its industry Risk Factors | 24 | Prospectus | Westar Resources minerals andproduce asaleableproduct andby nature contain elementsof significantrisk,suchas: Metal and/or mineral recoveries are dependent upon the metallurgical process that is required to liberate economic (g) required. to Company the of ability the Further,complete astudymaybedependentontheCompany’s abilitytoraise further fundstocomplete thestudyif commences. production once prices) commodity and costs operational be will (e.g. study Project feasibility the the in parameters that estimated the guarantee within no or assumed as be production into can broughtsuccessfully there Project, a of viability economic the confirms study a if Even a of results the (e.g. economic Companyfeasibility studymaymateriallydiffer tothe results of ascoping study). the the by confirm undertaken studies will other of studies results these the or of Projects any subject the that of guarantee viability no be can There limits. certain within Projects subject the offeasibilityeconomic the determine to designed parameters within completed be will studies These pre-feasibility, scoping, include may studies These Projects. the to definitive progressivelyfeasibility andbankable feasibility studies. relation may in Company studies the undertaken, of be number to a programs undertake testing and exploration of results the to Subject (f) plans whichmay, mining inturn,adversely affect the and Company’s operations. development to alterations in result may This change. to likely are estimates analysis, and fieldwork on interpretations, which may prove to be inaccurate. As further information becomes available through additional extent some to depend and imprecise are estimates resourcenature, very their by addition, In available. become practice. industry and experience knowledge, on werewhich Estimates new when significantly alter may calculated originally when valid information techniques or based judgment of expression an be will estimate reserve or In the event that the Company successfully delineates a resource or reserve on any of the Tenements, that resource is identified,noassurance canbeprovided thatthiscanbeeconomically extracted. can be given that the exploration will result in the determination of a resource on any Tenement. Even if a resource a defining ofresource, aim assurancesthe undertake no with explorationto Companyactivities intends the Whilst (e) for theCompany toseekalegal remedy, whichmaybecostly for theCompany andwillcausedelay. the Southern Cross Projects will be adversely impacted. If Ramelius defaults on its obligations, it may be necessary Joint Ramelius the to pursuant Ventureobligations once its it perform commences, not or if does the Ramelius relationship betweenIf the Company Agreement. and Ramelius JV deteriorates, Ramelius development the of under earn-in obligation and the Ramelius Joint Venture commences, will depend on Ramelius performing its obligations its incursCross assumingRamelius Projects,Southern the on operations mining future any and ofexploration The stated objectives willdepend,tosomeextent, onRameliuselectingtoincuritsearn-inobligationinfull. investment inexploration of theSouthernCross Project Tenements. Theabilityof theCompany toachieve its Pursuant to the Ramelius JV Agreement (summarised at Section 10.1(a)), the Company has a free carry on $2 million (d) (iii) (ii) (i) Metallurgy Results ofstudies Resource Estimates Contractual risk changes in mineralogy in the ore deposit that can result in inconsistent metal recovery, affecting the the affecting recovery, metal inconsistent in result can that economic viabilityof theproject. deposit ore the in mineralogy in changes developing aneconomic process route toproduce ametaland/or concentrate; and identifying ametallurgical process through testwork toproduce asaleablemetaland/or concentrate; Risk Factors | 25 | Prospectus | Westar Resources apply totheTenements willbesatisfied. future, the Tenements that are subject to renewal will be renewed or that minimum expenditure and other conditions that it is the Company’s intention to satisfy the conditions that apply to the Tenements, there can be no guarantees that, in the and work commitments or compulsory relinquishment of areas of the licences comprising the Company’s Projects. While relevantRenewaldiscretionthe of increased the expenditure include Minister. to conditionsmay subject licence also is Exploration licences are subject to annual review and periodic renewal. The renewal of the term of a granted exploration as suchgrants are discretionary. undertake to permit mining a for apply developmentto and mining. There need is no guarantee will that the Company will it be granted licences,a mining permit if exploration one is applied for,these of any on resource economic an The Company’s Projects onlycurrently permitexploration ontheTenements. IftheCompany successfully delineates expenditure commitments. annual prescribed and rent of payment the Tenements,including the to apply that conditions meet to obligation an and licencesAct by) andtheCompany theState.TheCompany has issubjecttotheMiningAct1978(WA) (Mining leases of granting the by evidenced are and legislation bygoverned are Australia Western in tenements in Interests (k) to obtainingrelevant consents underthe AboriginalHeritage laws. Inrelation tothesematters, refer toSection9. subject be may areas those on exploration conduct to ability Company’s the exist, do sites significant such Where will begranted inallinstances. exemptions such that certainty no is There standing. good Tenementsrelevantin the keep to order in Act Mining the Company may in some instances need to seek whole or partial exemptions from expenditure under the relevant expenditurerelevantminimum the conditionsCompanythe on Tenements, fromthe satisfying resultthat the with the implementation of exploration activities. Delays in completing such clearance activities can impede or prevent parties exist in the relevant areas. Undertaking and completing such site clearance procedures can cause delays to Aboriginal to significance of sites any whether ascertain to archaeologists and anthropologists parties, Aboriginal appropriate the with conjunction in activities clearance undertake to need usually will Company the Tenements, the on activities exploration conduct to order in areas, relevant the on exists Title Native whether of Irrespective lease. mining a obtain Company’sto Companyagreementcosts;unable couldfailurethe an being resultreach in such to the to add substantially and lease mining a such of grant the delay materially could courts the in proceedings the or that agreement commercial Tribunal a such Title of negotiation NativeThe agreement. an National such of the absence the fromin granted be determination lease mining a obtaining Company the applicants or on of or holders Title a the Native making with for Company agreement commercial the a of reaching event Company the the in to example subject (for be lease will discovery) mining valid a into thereof part or Tenement such overexistCompany’s may Tenements,the ofor any convertWheredoes CompanyNative to Title the of ability the (j) considerably be may holdings diluted (ascompared totheirholdingsandnumberof Shares onissue their asatthedateof thisProspectus). do), they if even (and Offer Public the in participate not do they if that note from 25,404,146 to 50,404,146, assuming that no Options are exercised. On this basis, existing ShareholdersOn completion should of the Offers and the subsequent issue of Shares, the number of Shares in the Company will increase (i) might notbefavourable totheCompany andmightinvolve substantialdilutiontoShareholders. can be no assurance that additional finance will be available when needed or, if available, the terms of the financing There interest.property a evenlossof or propertiesCompany’s the on production developmentexploration,or of postponement indefinite and in delay mayFailure result activities the financing Company’s for sufficient obtain to or debtfinancing, joint ventures, production sharingarrangements, royalty streaming orothermeans,infuture. equity through funds further raise to seek may Company The required. be may finance other or equity additional incur,Companymay the which expenses or liabilities unanticipated any meet to businessand other opportunities its business and operations plans in the future, to take advantage of opportunities for acquisitions, joint ventures or costs exceed the Company’s estimates and will be required once those funds are depleted. Toof the effectivelyCompany over implement the first two years, as set out in Section 2.10. Additional funding ma Title andTenure Native TitleandAboriginalHeritage Potential for dilution Additional Requirements for Capital Risk Factors | 26 | Prospectus | Westar Resources the costs of consumables, spare partsand plantandequipment. in increases or shortages unexpected and disputes industrial accidents, environmental and industrial conditions, failure difficulties or plant technical breakdown, unanticipated and metallurgical problems operational which may mining, affect extraction and costs, adverse exploration encountered weather in exploration in or mining, difficulties grades in commissioning and predicted operating plant and achieve equipment, mechanical to failure deposits, mineral identify or locate to failure including factors, various by affected be may Company the of operations The (p) the reviews is imminentorwhethertheoutcome of suchareview time would bedetrimentaltothefundingneeds of theCompany. to review time a whether state from to position a Australia in not are Directors Western The tenements. on placed in are that bonds environmental Safety and Regulation Industry Mines, of Department The nonetheless are laws such if breached, theCompany mayberequired to cease itsoperations and/orlaws, incursignificantliabilities. environmental relevant with respects material all in compliance in including Although it is the Company’s intention to conduct its activities to the highest standard of environmental obligation, development mine or explorationproceeds. advanced if particularly environment, the on impact an regulationhave to and expected are laws activities Company’s Federal the operations, and mining and State projects exploration to most with subject As environment. are the Companyconcerning the of activities proposed and operations environmental The meeting Project authorities. the governmental on by dependent approval be to will properties subject guidelines andwhere required, beingapproved Company’s by governmental authorities. be the of general, any in of will, Development programs exploration Company’s The (o) For more information ontheTenements, refer totheSolicitor’sReport ontheTenements inSection9. the potentialimpactof theserestrictions onthevalueof theTenements. Tenements,determine the to of exploration further possible,without not is It Solicitor’s 9. the TenementsSection the in to on Report Schedule the of Project) South (Gidgee 28 and Project) Finnerty (Mount 21 Project), Well (Opaline 19 notes to refer please regard, this In Company. the to value economic potential their regardlessofCompany, the to unavailable them of parts to accessmakes Tenementsthat the on imposed restrictions be may there addition, In determine compensation payable. of the Mining Act are satisfied and to avoid any disputes arising. In the absence of agreement, the Warden’s Court may requirements ensurethe to holders rights other or accessholders compensationand lease a the into agreementwith and leases general and historical reserves. pastoral, Beforeincluding commencing land, mining Crownoperations on with any overlapsofTenements the the Tenements, to the Companysubject may land need to The consider entering (n) may adversely impact or delay the Company’s ability to carry out exploration or mining activities on its Tenements. delay in obtaining agreement in respect of compensation due to landholders whose land comprises the Tenements generally owners/occupiersarerequired land before and the parties Company Title can accessNative both land forwith Negotiationsexploration or mining Australia. activities. in Investors land should be to accessaware that any Therelevelsubstantial a is of regulation restrictionand ofability the on exploration companiesmining and gain to (m) on Tenements inSection9. Currently,ofeach grantedthe Tenements goodin is Tenementstanding. aredetails ReportSolicitor’s the in out set licence the if Tenementconditions are notmetorifinsufficientfunds a are availabletomeet expenditure commitments. in interest its or to title lose could Company the Consequently, compliance. requiring Each exploration licence carries with it annual expenditure and reporting commitments, as well as other conditions (l) For more information ontheTenements, seetheSolicitor’sReport ontheTenements inSection9. can institute administrative proceedings under the Mining Act before the Warden seeks forfeiture of the tenement. (as Minister be made where the or breach is Wardenof sufficient gravity to justify the forfeiture of the tenement, tenement. In certain cases, a a third party of conditions and terms applicable) may impose the a fine or with order that the comply tenement be to forfeited. In most fails cases, an order holder for forfeiture tenement can only a If Operating Risks Environmental Risks Crown landandotheraccess restrictions Land access andcompensation Failure toSatisfyExpenditure Commitments Risk Factors | 27 | Prospectus | Westar Resources in impairmentof rightsandpossibly, expropriation of the Company’s properties withoutadequate compensation. resulting change, may WesternAustralia in permitting mine and exploration of system current the that possible is Company.It the of exploration access,activities royalties,and land interests,taxation, mining relations,and labour Adverse changes in Federal, Western Australian government policies or legislation may affect ownership of mineral (w) the affect adversely may change climate mitigate to designed Company’s cost of operations andadversely impactthefinancialperformance of the Company. policy government and fuels. regulation fossil of consumption Increased the on dependent is and intensive energy relatively is resources mineral of Mining (v) exploration activitiesandthere are consequential clean-upcosts atalaterpointintime. Company’s the from damage or pollution environmental is there example, for if, liability to subject become may costs, consequential clean-up costs, environmental concerns and other liabilities. In these instances, the Company In relation to the Company’s proposed operations, issues could arise from time to time with respect to abandonment (u) in thefuture, theprofitability and commercial viability of the Company’s Projects maybenegatively impacted. The Company’s gold mining projects may be subject to State royalties. In the event that State royalties are increased (t) the terminated, are contracts such If contracts. their Company maynotbeabletofindasuitable replacement onsatisfactory of terms. obligations their underperform also may Contractors relation toacontractor, recovery by theCompany of resulting financiallosses maybelimited. are Directorsunable to predict The the risk of financial failure,arrangements. defaultthese or insolvencyinto of any ofenter the contractors.to Ifyet these eventshas occur in Company the cases, most In contractors. party third The Company intends to outsource substantial parts of its exploration activities pursuant to services contracts with (s) Section in summarised agreements service 10.1(d) (whilealsoholdingoffice asManagingDirector). executive an under Officer Executive Chief as engaged is Jupp Karl in theCompany. no be will roles other there or employment their employees cease key these that of more assurance or one if Company the no effect on detrimental be can There personnel. key its and management senior its on substantially The responsibility of overseeing the day-to-day operations and the strategic management of the Company depends (r) hedging any put not has Company the time, this At arrangements inplace, butmaydosoinfuture whentheDirectors consider itappropriate. markets. international in determined as dollar Australian the and dollar States United the between exchange of rate the of volatility and fluctuations the to Company the whereas dollars, exposing currency, Australian States in account into taken United be will and in are Company the denominated of expenditure and areincome the gold, including commodities, many of prices International international fiscal, monetaryand and regulatory policysettings. domestic and trends economic global curves, forward price gold rates, interest in of movements impact financial the inflation, levels regarding expectations cost include production factors and Other regions. producers producing by metal major selling in forward metals, other and precious for demand world as such Company, the of control the beyond factors numerous to exposed are and fluctuate significantly can prices These exchange rates, suchastheUSDandAUDdenominatedgold prices andtheAUD/USDexchange rate. The value of the Company’s assets and potential earnings may be affected by fluctuations in commodity prices and (q) Changes inGovernment Policy Climate change regulation Rehabilitation oftenements Royalties Agents andcontractors Reliance onKey Personnel Commodity Price Volatility andExchange RateRisks Risk Factors | 28 | Prospectus | Westar Resources activities orforfeiture of oneormore of itsTenements. Company’s the of suspension in result could failure cases, extreme In liabilities. other or penalties fines, material in result could inadvertent, if even permits, or regulations and laws applicable with comply to failure Any mine. a of development or operation any or project a of development the with proceeding from Company the restrict or delay materially could regulations and laws applicable and obtaining permits these with with associated complying delays and and permits necessary costs The all. at or manner timely a in terms, acceptable on permits these necessaryconsumingObtaining time processa be can Companyobtain permits the not that will risk therea and is permits relate toexploration, development, rehabilitation andanyproduction activities. These operations. Company’s the authorise to authorities regulatoryfrom permits requiresCompany The matters. other and species protected and endangered of protection matters, heritage and title native environment, the of protection disposal, waste safety,worker and health relations, employee taxation, rehabilitation, and compliance environmental including conditions consent,resourcelicence including matters, numerous to relatingregulations and laws extensive to subject are activities development and exploration and operations mining Company’s The (aa) third partiesasaresult of suchrisksmaygive risetoclaimsagainsttheCompany. to occurringDamage operations.of suspension property,or of penalties regulatorydestruction investigation,and or damage life, of loss or injury to due legal Company the in to resultlosses substantial could and Company risks the against these proceedings of any of occurrence The losses. other and injury, equipment personal and to property regards to in damage company production and exploration mineral any for risk fundamental a is Safety (z) risks associatedusual withthenew project/business activitieswillremain.the diligence, due of completion the upon proceed may acquisition an that notwithstanding Furthermore, additional capital(ifavailable).raising and/or Projects the from funds reallocating Company the current in to result allocated may which funding projects, the new time, and projects that at reassess to need will Directors the completed, is acquisition an If on theCompany. proposed the If successful. be or completed be recoverable,be adversenot effectmaterial havemay advanced a may monies completed, which not is acquisition will acquisition proposed any that guarantee no be can There exclusivity fee) afteronlylimitedduediligenceand/or orpriortothecompletion of comprehensive deposit duediligence. a (as monies of payment the require may not) or completed (whether projects of acquisition The tenements/permits, and/or direct equityparticipation. These sector. resources the new in business opportunities may take the form ofopportunities direct project acquisitions, joint ventures,business farm-ins, acquisition of new assess and pursue actively to intends Company The (y) basis. There canbenoassurance thattheCompany cancompete effectively withthese companies. worldwide a on products other and operations refining out carry also but minerals, produce and for explore only may beinabetterpositiontocompete for future business opportunities.Manyof theCompany’s competitors not Company’softhe competitorsSome have a other result, resources as and greater the and, financial than Company and operating the affect negatively, or financial performance positivelyof the Company’s Projects andbusiness. may, actions or activities whose competitors, its of actions or diligence in its business decisions due and operations, the reasonable Company will all have no undertakeinfluence or to control overintends the activities Company the Although companies. production and exploration mineral The industry in which the Company will be involved is subject to domestic and global competition, including major (x) Regulatory Risk Safety New projects andacquisitions Competition risk Risk Factors | 29 | Prospectus | Westar Resources or impugnedinthefuture. TheTenements maybeaffected by undetecteddefects ornative titleclaims. the on Report Solicitor’s Tenementsthe in in Section detailed 9), the (as TenementsCompany its cannot give of any all assurance to that title title to investigated such Tenementshas Company will the not be Although challenged financial position.The Company isnotcurrently engaged inanylitigation. Any such claim or dispute if proven, may impact adversely on the Company’s operations, financial performance and tenure claims, may beinvolved venture indisputeswithotherpartiesthefuture whichmayresult inlitigation. joint claims, title native including risks disputes, environmental claims, occupational health litigation and safety claims and employee claims. possible Further, the Company to exposed is Company The (dd) available,where thecosts canbeprohibitive. and available always not is production and exploration mining with associated risks all against Insurance financial condition and results of the Company. business, the on effect adverse material a have could insurance bycovered fully or covered not is that event an the Company’s insurance maynotbeof a nature or level toprovide adequateinsurance cover. The occurrence of The Company intends to insure its operations in accordance with industry practice. However, in (cc) certain circumstances, current taxrates imposedontheCompany islikely toaffect returns toShareholders. the to change Any interpreted. are laws tax way the in changes and laws tax to changes for potential the is There apply for Shares pursuant tothisProspectus. to whether deciding before adviser professionaltax their consult should investorsPotential returns. Shareholder and franking leveldividend ofthe on adverseimpact havean couldarrangements tax and rules tax in change any and stamp duty taxes). Any changes to the current rate of company income tax may impact Shareholder returns, and in tax law or the interpretation of tax laws (including goods and services taxes, rules relating future to deductable the liabilities on and/or disposal of buy-back Shares. tax be Further,on-market the may any tax treatment of in a Shareholder’s investmentparticipation There may be Shares, impacted by forlegislative Shareholder. changes applications each from arising for implications differ which considerations tax involves Shares the in investment An (bb) Litigation Risks Insurance Risks Taxation changes maynegatively affect the Company Risk Factors | 30 | Prospectus | Westar Resources limited to, thefollowing: not are but include,factors Some increase. earnings Company’s the evenif ASX, the on Company the of quotation following increase will Shares the of price the assurance that no is There Prospectus. this offered under being are performance.Share market conditions Sharesthe cause may trade to prices at below pricethe Shares the which at operating Company’s the regardless of Securities Company’s the of value the affect may conditions market Share (b) determine whetheraninvestment intheCompany isappropriate intheirown circumstances. and risks the of assessment own their Public make Offer, must the Public investors the under commend Directors Shares the Whilst forOffer. paid price the below or above be may Shares at the price trade The to able time. is to investor time an from which Shares the of value market the or capital of return dividends, of payment the to as guarantee no is There speculative. highly considered be should Prospectus this under issued be to Shares The (a) 3.3 may bematerially andadversely affected ifany of the events describedabove occur. operations performanceand financial business, its risks, these of some against insure to ability limited a only has an adverse effect on the demand for the Company’s services and its ability tohave conductcan business.occurrencesthat or events Given natural or theman-made Company other and disease, of outbreaks disasters, natural wars, civil strikes, labour earthquakes, floods, pandemics, fires, hostilities, international of outbreaks terrorism, of acts and Australian economies, the operations of the Company and the market price of its Shares. These events include Events mayoccur withinoroutsidethemarkets inwhichtheCompany operates thatcould impactupontheglobal (e) the Company’s consolidated financial statements. application of those standards, could differ. materially the adversely on affectviews may the financialheld performancecommonly and receivables, positionthe reportedin to changes and or revenueAASB, the by issued including Standards Accounting Australian items, to Changes sheet and balance measurement and the statement to income relating key of those recognition including that Standards, risk Accounting a Australian also is existing Thereand recognition of receivables. and interpretations revenue measurement including items, future sheet affect balance and may statement income which key years, of coming the in Standards Accountingrefined or new Australian introduce may AASB The management. senior and Directors its or Company the either of control (AASB) andare Board outsidethe AccountingStandards Australian the by set areAccountingStandards Australian (d) any and development exploration, Company’s production activities,aswell asonitsabilitytofundthoseactivities. the on effect adverse an have may rates exchange currency and General economic conditions, introduction of tax reform, new legislation, movements in interest and inflation rates (c) at whichShareholders are abletosell theirShares. time. givenThis may increaseany the volatility at of the ASX market price on of Sharesthe Shares. It the may also ofaffect thesellers prevailing or marketbuyers price potential many or fewrelatively be may There increase. will There can be no guarantee that an active market in the Company’s Shares will develop or that the price of the Shares (vii) (vi) (v) (iv) (iii) (ii) (i) Share market risk Investment risk Force majeure Accounting standards maychange Economic Risks other factors beyond thecontrol of theCompany. terrorism orotherhostilities;and the demandfor, andsupplyof, capital; changes ininvestor sentimenttoward particularmarket sectors; currency fluctuations; interest rates and inflation rates; general economic outlook; General Risks Risk Factors | 31 | Prospectus | Westar Resources your professional adviser. to speak should you Prospectus, the or Offer the about questions any haveyou If Form. Application the including This Prospectus provides importantinformation abouttheCompany. You shouldread theentire document their consult should and speculative highly is Company the professional advisers in before decidingwhethertoapplyfor Shares underthisProspectus. investment an that consider should Investors returns of capitalorthemarket valueof thoseShares. dividends, of payment the to respect with guarantee no carry Prospectus this to pursuantissued be to Shares the Therefore, Prospectus. this under offered Shares the of value the and Company the of performance financial the in the Company. The above factors, and others not specifically referred to above, may in the future materially affect The above list of risk factors ought not to be taken as exhaustive of the risks faced by the Company or by investors 3.4 Investment Speculative Risk Factors | 32 | Prospectus | Westar Resources and Corporate Key Persons Key Persons Governance 04 | 33 | Prospectus | Westar Resources Multicomco-founded Resources Limited, anadvanced Queensland-based vanadiumandbatterystoragealso project. Nathan lease. mining granted its on studies feasibility bankable to throughprogressing now is Celamin dispute HoldingsLtd. agreements, commercial raisings, capital projects, coal and ore resolution, corporate management, strategy, iron acquisitions and divestments. He is currently as the managing director of well as operations, gas and oil The detailsof theDirectors inoffice atthedate ofthis Prospectus are: The Board comprises 3Directors asatthedateof thisProspectus. Theseare: the in capital growth for Shareholders. experience with individuals comprises Board The Directors. resources of industry,mining and finance and corporate sectors. Board The management’s and create to be will focus Board the by managed is Company The 4.1 of both the Australian Institute of Mining and Metallurgy (AusIMM) and the Australian Institute of Geoscientists (AIG). Karl has co-authored several technical papers focused on mining operation process improvements and is a member company seekingtoIPO.Hehasalso held Non-Executive director roles inseveralresources privateresource companies. junior a for Manager Exploration and Paris) (ICSID, Disputes Investment for Centre International the at arbitration for witness and Report Expert Independent Status, Project Major with Study Feasibility a for Manager TechnicalServices including; capacities various in sector resources the to consulted has Karl years, 5 last the For Karl Jupp,ManagingDirectorandChiefExecutive Officer . Nathan Cammerman, Simon Eley, Board ofDirectors Non-Executive Chairman; Karl Jupp, and development focussedgreenfield through goldtransitioned has advancedwhich Queensland, North held in company privately a Limited, Pty Minerals Wilson co-founded Nathan project delivery. land, of acquisition and approvals,financing development, business and promotion environmentalcompany tenure, relations,government of management and oversight the experience executive includes senior Nathan’s business, international initial in by geologist qualified a later is but Nathan training, industry. resources the in experience years’ 25 has Nathan Nathan Cammerman, Non-Executive Director core asset, theCentral Murchison Gold Project. Simon’sexperience alsoincludesinternational Aragon’s progressof the managed he where Limited, ResourcesAragon of director executive an became subsequently, and Project Gold MurchisonCentral the acquired that team also the led Simon companies. listed NASDAQ and ASX of several of role chairman the held has He the was Egan Street was acquired by Simon Silver Lake Resources in 2019 for an implied value of $72 million. sector. resource the in founding director experience of Egan Street Resources considerable and led the acquisition with of the Rothsay Gold Project. solicitor a is Simon Simon Eley, Non-Executive Chairman Reserve conversion. Ore of management and delineation Resource Mineral JORC geological evaluation, and detailed collection, in data experienced is He Resources. Mineral and NR Cliffs APIJV, Minerals, Consolidated with roles leadership and mining of into moved later then Homestake, fields and Mines gold the in exploration in career WesternAustralia,workingfor Asarco companiesincluding Australia,Normandy, GreatCentral his commenced Karl sector. resources mineral Karl has over 20 years’ technical and leadership experience in the Australian and international Non-Executive Director;and Managing Director and Chief Executive Officer (LLB, BA) Corporate Governance (BSC (HONS)GEOLOGY, MIWM,MBus(IntBus)) (BSc (Hons), GradDip (Bus), MAIG, MAusIMM) KeyPersons and

| 34 | Prospectus | Westar Resources 3. 2. 1. Notes: Company are setoutinthetablebelow. the of Securities respectiveassociates)in their (and Directors the of interest the Prospectus, this of date the at As 4.4 ASIC, hadanyinterest in: twoyearslast the beforeduring Prospectustime with oflodgementofthis any date at the held Prospectus, or this of date the at holds Directorproposed or Director no Prospectus, this elsewherein or below out set as than Other 4.3 LLM (Taxation). a and a Law) (Commercial LLM is a (Hons), and LL.B Juris, B. Africa a hold South Brent Australia. of Governanceand Institute the WalesofFellow and England Wales, South New Queensland, in solicitor admitted an is Brent markets.experiencedcapital corporate overan lawyerequity years’Brentwith is focus on experience,20 a with Corporate Governance Staden, van Brent 4.2 of theCompany ortheOffer. a as, qualify to Director,or become, or for servicesto provided her by a Director or or proposed Director in him connection with the induceformation or promotion to Director proposed or Director a to person any by given be to agreed or given been have benefits no and person any by paid be to agreed or paid been have amounts no and Karl Jupp Nathan Cammerman Simon Eley Director (c) (b) (a) The tableassumes thattheDirectors donot subscribefor Shares underthisProspectus. Director Offer (seeSection5.23). receive 50%Tranche ADirector Optionand50%Tranche will BDirector Options.TheseDirectorDirector Optionsare thesubjectof the Each Director. each for Options Director the of conditions and terms the for 10.4 and 4.6 Sections to Refer At completion of theOffers assuming noOptionsare exercised. the Offer; or formation its with connection promotion of theCompany ortheOffer;in or Company the by acquired be to proposed or acquired property any the formation orpromotion of theCompany; or the date ofthisProspectus Directors’ Interests insecurities as at Directors’ Interests Company Secretary FGIA, B Juris, LLB (Hons), LLM (Commercial Law), LLM (Taxation), Graduate Diploma of Applied Applied of Diploma Graduate(Taxation), LLM Law), (Commercial LLM (Hons), LLB Juris, B FGIA, 3,811,189 3,898,602 349,650 Shares Corporate Governance 3 % (Undiluted) KeyPersons and 7.56% 7.73% 0.69% 1 Director Options 3,000,000 1,000,000 1,000,000 2

| 35 | Prospectus | Westar Resources The Director Options will be issued in two tranches (equal numbers of Tranche A and Tranche B) to each of the the of each to B) Tranche Directors,and pursuant totheCompany’s DEEIP.Thevesting condition for: A Tranche of numbers (equal tranches two in issued be will Options Director The 4.6 the Company’s DEEIP. to pursuant Options Director B) 1,500,000 Tranche and A (1,500,000 Tranche million 3 offered been has Jupp Mr the dateof thisProspectus, MrJupporentitiescontrolled by himreceived $30,000insalaryfrom theCompany. to 2 prior years the In Director. Managing ExecutiveChief and Officer as role forhis superannuation statutory plus annum per $225,000 paid be will and Company the with Agreement Services Executive an into entered has Karl (c) Company’s DEEIP. the to pursuant Options Director B) 500,000 Tranche and A (500,000 Tranche million 1 offered been has Nathan this Prospectus, neitherNathannorentitiescontrolled by himhave received anyremuneration from theCompany. of date the to prior years 2 the In Director. non-executive a as role his for superannuation statutory plus annum Nathan has entered into a Letter of Engagement with the Company and will be paid a Director’s fee of $35,000 per (b) Refer toSection4.7for asummaryof theDEEIPRules. (DEEIP). Plan IncentiveEquityEmployees’ and Directors’Company’s the to pursuant 10.4) and 4.6 4.4, Sections to Simon has been offered 1 million (500,000 Tranche A and 500,000 Tranche B) Director Options (in this regard, refer this Prospectus, neitherSimonnorentitiescontrolled by himhave received anyremuneration from theCompany. of date the to yearsprior 2 the In Non-ExecutiveChairman. a as role forhis superannuation statutory plus annum Director’sa fee paid per Companybe of$50,000 ofthe will Engagement Letter with and entereda has into Simon (a) 4.5 terms of theDirector Options,refer toSection10.4. Both tranches maybeexercised onthe“cashless” basis describedinSection4.7.For more information aboutthe above.stated hurdleprice additional the Trancheofofsatisfaction case to the B) (in subject ASX, the Companyon DirectorexercisedThe be may Options commencing period ofmonth listing the cents36 on 25 the at during each during theexercise period. (b) (a) Karl Jupp Nathan Cammerman SimonEley of atleast40cents, VWAPday 20-trading a Trancheat tradingthe ASX Company’sthe Sharethe priceon is DirectorOptions, B the Tranche ADirector Options,isthe Company listingontheASX;and Director Options Remuneration ofDirectors Corporate Governance KeyPersons and

| 36 | Prospectus | Westar Resources Shares, Options and Performance Rights held by the Participant (whether vested or not) or against other assets other against or acceptable totheCompanynot) andrepayable ontermsagreed by theDirectors. or vested (whether Participant the by held Rights Performance and Options Shares, of sale the upon only repayable and against secured is loan the that provision the on loan, a as Participant the to exercise of Options, that a sum equal to the aggregate Exercise Price of Options may be advanced by the Company An offer may specify that at the time of exercise of the Options, or Directors may agree in writing at any time prior to Shares of number the (with Options those exerciserounded down tothenearest wholeShare). to payable be otherwise would that Price Exercise the and of number that Participant the to Shares equal allot in value to or the positivetransfer differencewill between theCompany then marketthe value of theOptions Shares at thethose time ofof exercise exercise on that but Price Exercise the of payment provide to required be to not will Participant the that writing in agree may Directors the An offer may specify that at the time of exercise of the Options, the Participant may elect or that the Participant and (f) invitation letter. Unvested Shares will vest on conditions determined by the Board in its discretion and specified in the Participant’s conditions willbedeterminedby theBoard initsdiscretion andspecifiedinthe Participant’s invitation letter. Vesting Option. the to attaching conditions any ofsatisfaction the on conditional be will Option an vestingof The Where relevant performance hurdles are met, then the Performance Rights will vest and be convertible into Shares. and specifiedinthe Participant’s invitation letter. performance and conditions any of satisfaction the on Performancehurdlesthe to attaching Performance Right. conditional byBoardhurdlesdiscretiondetermined the its be in will be will Right Performance a of vesting The (e) to subject the ASXListing RulesandtheCorporations Act. Options and/or Rights Performance for Shares, toapply conditions and/or performance right hurdles and terms of issue the determined by the Board in Participants its sole discretion, subject offer to may Board The (d) Share), Performance Rightsand/or OptionsundertheDEEIPinitsabsolutediscretion. a issueof the to right a conditions, and terms these in (including Sharesfor apply to Participantsinvite may Board (Participants ). The DEEIP the in participate to Board the byinvited are Companywho the ofCorporations Act) the and Rules Listing ASX the to subject Directors, (including employees contractorsand certain to open is DEEIP The (c) will notapplytotheextent required by theListing Rules. To the extent that any provision in the DEEIP is proscribed by the Listing Rules, that provision will have no effect and (b) the termsandconditions of thespecificgrant. Order Class Shares, ASIC Rules, of DEEIP grant the A both to 14/1000 Rules. (or any amendment to subject or replacement of DEEIP be that Class Order), the will ASX the Listing Rules, the Corporations DEEIP Act and with the accordance under Options in and/or DEEIP Rights Performance the administering for responsible is Board The (a) The key terms undertheDEEIPare summarisedbelow: Options have beenissued undertheDEEIP. Director the only date, The CompanyTo hasadoptedaDirectors’ andEmployees’ Equity Incentive Plan(DEEIP). 4.7 Assistance withtheexercise ofOptions Vesting Grant Eligibility Listing Rules Operation Directors’ and Employees’ Equity IncentivePlan Corporate Governance KeyPersons and

| 37 | Prospectus | Westar Resources (l) otherwise or hedging, of purpose the for affecting theireconomic exposure toanyOptionsor arrangementPerformance Rights. any into enter not may Participant a law, by restricted If (k) any regulatory guide, class order orcondition for relief, isexceeded. Board the as DEEIP the determines so under long as Options no and/orlimit specified,Rights imposedPerformance or Shares, calculated byof any number relevant policysuch orgrant guideline ofmay ASIC, including Board The (j) Shares currently onissue. the with equally rankPerformanceexercise and/orofwill and vestingRights Options the of result issueda Shares letter. invitation Participant’s the in Board the by specified PriceExercise the at Share one for subscribe to vesting upon Participant a entitle will Option Each vesting. upon Share one to Participant a entitle will PerformanceRight Each (i) the upon except transferable, not are Options unvested Participant’s death,toitslegal personal representative. and rights Performance unvested Shares, Unvested (h) and/or hurdles performance applicable the if lapse also will conditions attachingtothemare notmetwithinaprescribed perioddeterminedby theBoard initsdiscretion. Options and Shares Rights, Performance lapse. automatically will date expiry the before or on vested not have that Shares and Options Rights, Performance All (g) (i) (v) (iv) (iii) (ii) New issues, reorganisations ofcapitalandwindingup Hedging notallowed Maximum numberofsecurities Conversion intoShares Dealing withPerformance RightsandOptions Lapse ofPerformance RightsandOptions atcpns odn Otos r efrac Rgt ae o ette t priiae n n nw su of issue new any in participate to securities toexisting holders of entitled Shares intheCompany unless: not are Rights Performance or Options holding Participants to which each Participant is entitled and the Exercise Price) will be changed to the extent necessary to to necessary extent the to changed complybe withtheListing Rulesapplying toareorganisation of capital atthetimeof thereorganisation. will Price) Exercise the and entitled is Participant each which to subdivision, consolidation, reduction a or return) then the (including rights of a CompanyParticipant (including the number the of Options or Performanceof Rights capital issued the of reorganisation a is there If be madetotheExercise Price. had will adjustment ParticipantNo issue. bonus the forrecordthe date beforePerformancethe Right or Option exercisedif the received have will would Participant exercisable the is which Shares Right of Performance number or the by Option increased the be which over Shares underlying of number the then Performanceor Option ofan beforeRight recordthe issue,bonus the forto date entitlements determining respect in issued been has Share no reinvestment)and dividend of way by or dividends of satisfaction in or lieu issuein an than (other Shares of holders existing to Shares issueof bonus a makesCompany the If according totheformula specifiedinthe Listing Rules. reduced determining be forwill Right Performance date or Option record the of the Price Exercise beforethe issue, rata Right pro the Performance to entitlements or Share Option no an and reinvestment) of dividend respect of in way issued by been or has dividends of satisfaction in or lieu in issue an than Companythe If makes proa rata issue of Shares (except issue)bonus a existingto holders of Shares (other before therecord datefor determiningentitlementstothenew issue. In accordance with the Listing Rules, the Company will give Participants notice of any new issue of securities (B) (A) determination of entitlementstothenew issue of securitiesandparticipateasaholderof Shares. they exercise their Options or Performance Rights and receive Shares before the record date for the their OptionsorPerformance RightsunderthePlanhave vested; and Corporate Governance KeyPersons and

| 38 | Prospectus | Westar Resources The Company’s policyinrespect of related partyarrangements isasfollows: 4.9 any specialduties. Director. A Director may also be reimbursed for out of pocket expenses incurred as a result of their directorship or a of duties ordinary the of scope the outside services performs otherwise or duties special performs Director a if A Director maybepaidfees orotheramountsinadditiontothosesetoutSection4.5astheDirectors determine 4.8 (o) Fractions in theaggregate numberonlywillbedisregarded indeterminingthetotalentitlementof aParticipant. (n) Participants may, duringtheperiodreferred tointhenotice, exercise theirOptionsorPerformance the Rights. Conditions, Vesting Right Performance or Conditions Vesting Option the to of Subject Participantsresolution. proposed to the notice written give discretion, absolute its in may, Board the amalgamation) or reconstruction a of purpose the for than (other proposed is Company the of up winding voluntary members’ a for resolution a If (m) in connection withtheChange of Control Event. control of change the of Event, date regardlesseffective of the whether or to not the prior employment, engagement immediately or officeplace oftaken thehave Participant Optionsand isto terminated ordeemed unvested ceases vesting such Shares, with unvested exercisable immediately all become Rules), and vest Listing automatically will bythe Participant a by held Rights Performance unvested aspermitted (as and changes Company Rules, the Plan of control the which in defined to pursuant occurs transaction another or unconditional becomes Shares Company’s takeover the offer a for if Participant, a to offer the an provided otherwise extent the to Except (p) (i) (b) (a) (ii) Termination ofemployment oroffice Fractions ofShares Winding up Change ofControl Events ( performance oranyothercircumstances determinedby theBoard toconstitute theParticipant aBadLeaver officer/employee/contractoran be Participantceasesto a If poor dismissal or to resignation, cause due for for the Board to consider such a matter, the Director who has a material personal interest must not be be not must interest personal material a presenthas whilethematter isbeingconsidered atthemeeting andmaynotvote onthematter. who Director the matter, a such consider to Board the for Directors other the to notice give to beforerequired suchamatterisconsidered by the Board; and is matter a in interest personal material a with Director a If aParticipant ceases tobeanemployee/contractor for reasons otherthanasaBadLeaver (GoodLeaver): Bad Leaver), then,subjecttocompliance withtheListing Rulesand the Corporations Act: RelatedParty Arrangements Other Fees (C) (B) (A) (C) (B) (A) the person ceases tobeanemployee/contractor. date the on lapse will exercised been not have that PerformanceRights vested or Options vested lapse; and unvested Options and unvested Performance Rights held by the relevant Participant will immediately any unvested Shares heldby theParticipant willbeforfeited by theParticipant; and remain exercisable for 90daysaftertheParticipant ceases tobeanemployee/contractor. force in continue will exercised been not have that Rights Performancevested or Options vested lapse; and unvested Options and unvested Performance Rights held by the relevant Participant will immediately all unvested Shares heldby theParticipant willbeforfeited by theParticipant; Corporate Governance KeyPersons and

| 39 | Prospectus | Westar Resources In general, theBoard assumes (amongstothers) thefollowing responsibilities: avoid and expectations manage help will misunderstandings abouttheirrespective roles andaccountabilities. management and Board the between responsibilities articulating of Clearly division objectives. the those against performance the monitors for and strategies develops objectives Board strategic The reviews Company. Company, the of governance corporate the for responsible is Board The (a) information governance corporate section of theCompany’s website atwestar.net.au. dedicated a in available be will Plan Governance Corporate full Company’s The The Company’s main corporate governance policies and practices as at the date of this Prospectus are detailed below. size of the Board and the implementation of additional corporate governance policies and structures will be reviewed.the scope, and nature size, in develop activities Company’s the As Company. the managing and directing of method practical effective and cost a is Board current the that considers Board the nature, and size Company’s the of light In Council’s Governance Corporate ASX the of edition 4th the Corporate Governance PrinciplesandRecommendations( adopted has Company the applicable, extent the To and integrity, commensurate withtheCompany’s needs. corporate governance. The Board is committed to administering the Company’s policies and procedures with openness The Company hasadoptedcomprehensive systemsof control andaccountability asthebasisfor theadministration of 4.10 The Company hasentered intothefollowing related partytransactions: (vii) (vi) (v) (iv) (iii) (ii) (i) Aside from theabove, there are nootherrelated partyagreements orarrangements. In addition, the Company has established a Directors’ and Employees’ Equity Incentive Plan (refer to Section 4.7). (d) (c) (b) (a) Board ofDirectors of theCompany) (refer toSection10.1(e)). formerDirectorcontrolled a Tasex byentity Consultancy with Agreement (an a Ltd Pty ServicesGeological Deeds of Indemnity, Insurance andAccess witheachof itsDirectors onstandard terms; and the offer of Director Optionstoeach of theDirectors (refer toSections4.6,5.23and10.4); to Section10.1(d)); executiveservices agreements lettersor of engagement ofeach with Directorsits standardon (referterms Company operating beyond acceptable riskparameters. internal compliance and control, codes of conduct and legal compliance to minimise the possibility of the Reviewing and ratifying systems of audit, risk management (for both financial and non- financial risk) and Monitoring thetimeliness andeffectiveness of reporting toshareholders. values, strategic objectives andriskappetite. Approving the Company’s remuneration framework and ensuring it is aligned with the Company’s purpose, determination of thetermsandconditions of theiremployment includingremuneration andtermination. the and Secretary Company the and executives senior Director, other Officer/Managing Executive Chief When required, challenging management and holding it to account, Appointment and replacement of the the Board. Ensuring that an appropriate framework exists for relevant information to be reported by management to the Company ismaintainedand monitoringtheimplementationof suchvalues andculture atalltimes. within culturedesired the ensureConductCode to of and values ofApproving Company’sstatement the resources are available tomeetobjectives andmonitoring management’s performance. Driving the strategic direction of the Company and defining the Company’s purpose, ensuring appropriate and Recommendations ASX Corporate Governance Council Principles Recommendations). Corporate Governance KeyPersons and

| 40 | Prospectus | Westar Resources including theappropriateness of performance hurdles andtotalpaymentsproposed. The Board is also responsible for reviewing any employee incentive and equity based plans and offers under them, relevant the as Directors’ time, commitment andresponsibility.well as activity of level and size Company’s the of entity an for commensurate be to considered amount the regardShareholders,forhavingto value create will Directorsexecutiveswho retainand and attract to able is Company the that ensure to order in policy remunerationCompany’s approvesthe reviewsand Board The performance of theirdutiesasDirectors. Directors are alsoentitledtobepaidreasonable travel andother expenses incurred by theminthecourse of the the ordinary dutiesof aDirector (e.g.non-cashperformance incentives suchasOptions). Directorsperformsscopeotherwise Directorwhereofthe services or performsa determine outside duties special the as amounts other or fees paid be may Director a approval, Shareholder necessary any to subject addition, In on, orpercentage of, operating revenue. The remuneration of any Executive Director will be decided by the Board and must not be calculated as a commission(f) may obtainindependentprofessionalexpense, advice onissuesCompany’s arisinginthecourse of theirduties. the at Directors, the withheld), unreasonably be to (not approval Chairman’s the to Subject (e) The Board iscommitted totheestablishmentandmaintenance of appropriate ethicalstandards. (d) business. Key operational risksandtheirmanagement willberecurring itemsfor deliberation atBoard meetings. The Board’s collective experience will assist in the identification of the principal risks that may affect the Company’s (c) of additionalcorporate governance policiesandstructures willbeconsidered. As the Company’s activities develop in size, nature and scope, the composition of the Board and the implementation consists of 2 non-executive Directors (of whom 1 is considered independent by the Board) and 1 Executive Director. Election of Board members is substantially the province of the Shareholders in general meetings. The Board currently (b) and theCompany hasinplace writtenagreements witheachDirector whichdetailthetermsof theirappointment. The Company is committed to ensuring that appropriate checks are undertaken before the appointment of a Director (xiv) (xiii) (xii) (xi) (x) (ix) (viii) Remuneration arrangements Independent professional advice Ethical standards Identification andmanagement ofrisk Composition oftheBoard skills and knowledge needed to perform their role as Directors effectively and to deal with new and new with to deal and effectively Directorsemerging business andgovernance issues. as role their perform to needed knowledge and skills Procuringappropriate professional development foropportunities Directors developto the maintain and promoting and complianceethical andresponsible decisionmaking. regulatory and practice governance corporate of standard high a Ensuring if Rules Listing ASX the with accordance (in them by applicable). approved be to required is re-appointment or appointment their when and as auditor external the ofRecommending Shareholdersappointment to the dividend theCompany’s the to determining policy anddeclaringdividends. including capital, Company’s changes the affecting significant decisions Approving Approving accounts. quarterly and yearly organisational structure. half annual, the Approving reporting other such thatthefinancialperformance and of the Company hassufficientclaritytobeactively monitored. financial of integrity and adequacy the and budget the monitoring and Approving acquisitions anddivestitures. Approving andmonitoringtheprogress of majorcapitalexpenditure, capitalmanagement andsignificant Corporate Governance KeyPersons and

| 41 | Prospectus | Westar Resources financial report. The Company’s departures from the Recommendations as at the date of this Prospectus are of this Prospectus date at the as the Recommendations detailed inthetablebelow. from departures Company’s The report. financial annual Recommendationsits the fromdeparturesin reportany required Following to be Company will Listing,the 4.11 Board from timetowillreview thescope, performance andfees of thoseexternal auditors. The Company in general meetings is responsible for the appointment of the external auditors of the Company. The (j) audit function. financial of the reporting of the Company, the Company’s internal financial control integrity and risk management systems and the external the compliance, and reporting financial affecting significance of matters any reviewing and monitoring to, limited not but including committee, that referencefor of terms written the under committee that assignedto be ordinarilywould that duties the out carry will Board full the meantime, the In Company. the to size and sufficient structure a and the ofCompany’s operations is are Board of a the sufficient magnitudeas fortime a separatesuch committee tountil becommittee of benefit risk or audit separate a have not will Company The (i) the Company grows. re-assess will Companyas The this diversitypolicy. a adopt formally to not stage this at determined has Company However,achievegoals. employees, the ofto its number and Company’soperations the ofstage current giventhe The Board values diversity (in its broader sense) and recognises the benefits it can bring to the organisation’s ability (h) case of theChairman)mustbeobtainedpriortotrading. the in Board the (or Chairman the of acknowledgement written the that provides generally policy The Directors). by its key management personnel (i.e. Directors and, if applicable, any employees reporting directly to the Executive The Board has adopted a policy that sets out the guidelines on the sale and purchase of Securities in the Company (g) nomination committee. entity shouldhave a 2.1 Theboard of alisted reporting period. that policyattheendof each a diversity policyanddisclose 1.5 Alistedentityshouldhave Recommendation Principles and External audit External audit Audit andrisk Diversity policy Securities trading policy Departures from Recommendations and full details of all Directors will be provided to Shareholders in the the in Shareholders to providedannual report andon the Company’s website. be will (including Directors all of for selection, details full and stringent process is review and putting election) for candidate or a this Shareholders to person forward a that appointing before checks confident appropriate undertaking is Board The full the that view Board willholdspecialmeetingsorsessions a asrequired. taken has Board The replacement. a of recruitment any If and search the Board. involvedin are Directors all full Board, the on the arise vacancies by considered are Directors new of Nominations committee hasnotbeenformed. the selection and appointment of new Directors and as such, a nomination relevant size to consider formation of a nomination committee to deal with The Company does not comply with Principle 2.1. The Company is not of a operations andsmallnumberof employees. has not formally established a diversity policy given the current stage of its Company The 1.5. Recommendation with comply not does Company The Explanation for Departures Corporate Governance KeyPersons and

| 42 | Prospectus | Westar Resources are independent. members, amajorityof whom committee of atleastthree should have aremuneration 8.1 The board of alistedentity committee. entity shouldhave arisk 7.1 Theboard of alisted executive. members thatare non- committee of atleastthree entity shouldhave anaudit 4.1 Theboard of alisted independent directors. of alistedentityshouldbe 2.4 Amajorityof theboard achieve initsmembership. currently hasorislookingto and diversity thattheboard setting outthemixof skills disclose aboard skillsmatrix entity shouldhave and 2.2 Theboard of alisted Recommendation Principles and its affairs of such complexity to justify having a separate Remuneration Committee. a separate having tojustify complexity such of affairs its are including nor size, a of currently not is Company practices, the that considers Board The remuneration Company’s the remuneration levels, where considered appropriate. determining in The Board mayobtainexternal advice from independentconsultants and incentives of theBoard. remuneration the determining and management Remuneration senior of remuneration the of function incentiveto assessingeligibilities schemes, determining performance and the performs whole Committee, a which includes setting the Company’s remuneration structure, as Board The its affairs of such complexity tojustifyhavingare aseparate risk committee. nor size, a of currently not is Company the that considers Board The by theBoard. considered are risks of management and recognition the on Discussions The Board is Committee. ultimately responsible Management for risk Risk oversight and separate risk management. a established not has Board The affairs of such complexity tojustifyhaving, aseparate audit committee. The Board considers that the Company is not currently of a size, nor are its audit the to assigned be ordinarily would committee. that duties the out carries The Board hasnotestablishedaseparate auditcommittee. ThefullBoard The Board currently comprises oneindependentDirector. its meeting objectives. to andexpertise skills other and legal financial, experience, industry relevant of range expansive an has Board The Company. the to the Directors have been not selected to currentlybring specific skills is and industry experience it scope, and Company’s policytohave amajorityof independentDirectors. size present Company’s the Given operations grow andevolve. The Board mayadoptsuchamatrixatlatertimeastheCompany’s and scope of theCompany’s operations. size current the given necessary not is Board matrix the a as such that Matrix, considers Skills Board formal a maintain not does Board The Explanation for Departures Corporate Governance KeyPersons and

| 43 | Prospectus | Westar Resources

05

the Offers Details of

| 44 | Prospectus | Westar Resources The Offers are notunderwritten. 5.2 The objectives of thePublicOffer are to: (c) will bedealtwithinaccordance withtheallocationpolicy(seeSection5.15). The Company does not intend to accept subscriptions in excess of the Minimum Subscription - excess subscriptions paid onthesemoneys. to month be will interest No one Monies. Application you your repay will Company allow the so, do you will if and, CompanyApplication your withdraw the prospectus, replacement or supplementary a issues Company the If will either repay your Application Monies or issue a supplementary prospectus or replacement (refresh) prospectus. reachedfrombeen months ofnot 3 Prospectus,date has within this the Subscription CompanyMinimum the the If the until Minimum Subscriptionisachieved.Prospectus this under Shares at any Shares issue 25,000,000 not being will $5,000,000, Company The is Offer Subscription). 20 cents each(Minimum Public the under raised be must which amount minimum The (b) Public Offer should refer toSection5.11 for furtherdetailsandinstructions. and received by the Company on or before the relevant Closing Date. Persons wishing to apply for Shares under the Applications for Shares under the Public Offer must be made on the Application Form accompanying this Prospectus Shares onissue. TherightsandliabilitiesattachingtotheShares are furtherdescribedinSection10.2. existing the with equally rank will and class same the of are Offer Public the to pursuant issued be to Shares The associated costs) (PublicOffer ). This Prospectus invites applications for 25,000,000 Shares at an issue price of $0.20 each to raise $5 million (before (a) 5.1 No Shares willbeissued onthebasisof thisProspectus laterthan13monthsafterthedateof thisProspectus.. to submityour Applicationasearlypossible. notice. prior time,Offers without and the Directors date close The other and any open on may areYou encouraged is which Date, Closing the until open remain will 5.00pm on13November 2020(unless Offer varied). The 2020. October 30 is Offer the for date opening The (d) (iv) (iii) (ii) (i) Objectives ofthePublicOffer Minimum subscription Details Offer period for PublicOffer enhance the public and financial profile of the Company to facilitate further growth Company’s ofthe growth further tofacilitate business. the Company of profile financial and public the enhance provide theCompany withaccess toequitycapitalmarkets for future fundingneeds;and list ontheASX,whichwillprovide theCompany withimproved access tocapitalmarkets; in Section8; the exploration and development budgets as set out in Section 5.3 and the Independent Geologist’s Report explorationfund raiseto capital development and Company’sthe on activities Projects accordancein with Offers not underwritten Public Offer Details oftheOffers | 45 | Prospectus | Westar Resources The following tableshows theintendeduseof fundsinthetwo year periodfollowing Listing: 2. 1. Note: or acombination of both. equity cash, in considerationof involvepayment may the which arrangement, earn-in ventureor joint acquisition, a of when way by opportunity such and exploit or acquire to If elect may Board focus. the identified, is existing opportunity investment viable its complement which acquisitions further pursue actively to proposes Company 5.4 2. 1. Notes: Following theOffers, itisanticipatedthatthe following fundswillbe available tothe Company: 5.3

Cash expenses of theOffers Proceeds from PublicOffer Net cashaftercosts oftheOffers Use ofnetproceeds Estimated cashasatthecloseof theOffers Source of funds Exploration andDevelopment Total fundsallocated Working capital Administration expenses funds raised undertheOffers. Refer to Section 10.10 for information about the expenses of the Offers. Cash expenses of the Offers represent 9.52%of Refer tothepro-forma consolidated statementof financialpositioninSection6.6 for pro forma cashasat30June2020. costs andTenement maintenance costs. To theextent that: associated other and rent fees, directors’ salaries, management expenses, administration including business, Company’s Workingadministrationand costsgeneralcapital the include costs associated managementoperation the and ofwith the Company’s the on information further for 8 proposed Section exploration programme andbudget. in Report Geologist’s Independent the and 2.10 Section to Refer the fundsare ultimatelyapplied.TheBoard reserves therighttoalterwayfundsare appliedonthisbasis. intervening budget, any with As which in manner the Prospectus.affect to potential circumstanceshavenewthe successexploration eventsthis failure)and (including or of date the of as intentions current of statement diligence a is table above due The (including towards applied costs be will acquisition expended so and not Amounts exploration administration costs for theperiodfollowing acquisitions). theinitialtwo-year periodfollowing the Company’s listingontheASX. such further to relation such in fees fund expert’s and will investigations capital working Company’s the (b) (a) Potentialfurther acquisitions Proposed useoffunds the Company ispresented withadditionalacquisition opportunities, the Company’s exploration activitieswarrant furtherexploration activities;or 2 2 2 1 1 Details oftheOffers $4,724,240 $1,092,645 $1,231,595 $2,400,000 $ $4,724,240 $5,000,000 ($476,023) $200,263 Amount 100% 23% 26% 51% % | 46 | Prospectus | Westar Resources 3. 2. 1. Notes: 2. 1. Notes: Options: Shares: On completion of theOffers, thecapitalstructure of the Company willbeassetoutbelow: 5.7 the Company’s future capitalrequirements andSection3generally for risksfacing theCompany. likely to require further financing in the future. See Section 3.2(h) for further details about the risks associated with is operating revenue, Company no the has Company the As operations. 2 of years’ for funding sufficient Company Based on the intended use of funds detailed above, the amounts raised pursuant to the Public Offer will provide the project orstrategy. specific acceleratea to appropriate is it where Board the byconsidered be may funding equity further of use The 5.6 in theCompany ishighlyspeculative andinvestors are encouraged toread theriskfactors outlinedinSection3. capital to achieve its working stated sufficient objectives with as Company detailed the provide in this will Prospectus.Offer Public It the should from howeverraised funds be the noted that that believesan Board investment The 5.5 Total number ofOptionsatcompletion oftheOffers Director Options Total numberofShares oncompletion oftheOffers Shares tobeissued underPublicOffer Total numberof Shares onissue asatthedateof thisProspectus Lead Manager Options On the assumption that no Lead Manager Options or Director Options are exercised, the proportion of Shares held by held Shares of proportion existing Shareholders following completionthe of theOffers willbe50.4%. exercised, are Options Director or Options Manager Lead no that assumption the On Assumes noLeadManager OptionsorDirector Optionsare exercised. 4.4 for theinterests of Directors intheCompany’s Securities. Section 5.1) , the Lead Manager Offer (refer to Section 5.22) and the Director Offer (refer to Section 5.23). Refer to Section rights key Offer Public (referOffersto the The of consist Prospectus.The this of 10.2 Section at issue.summarised areShares the to attaching on out Shares existing set the with as equally transferabilityrank will their Prospectus this restricting under issued provisions Shares escrow5.18. Section ASX in to subject be may issue on currently Shares Certain The vesting conditions andothertermsof theDirector Optionsare setoutinSections4.6and10.4. at Section10.1(f).Thekey termsof theLeadManager Optionsare summarisedatSection10.3. The Lead Manager Options are to be issued to the Lead Manager under the terms of the Lead Manager Mandate summarised Capital Structure Further equity funding Sufficiency of working capital 2 1 2 3 Details oftheOffers 1 50,404,146 25,000,000 25,404,146 8,000,000 5,000,000 3,000,000 | 47 | Prospectus | Westar Resources Refer toSection2for furtherinformation inrespect totheCompany’s proposed activities. forecasts inthisProspectus. reliable include to possible not is it uncertainties, inherent these given that, believe consequently Directors The potential of range broad a such contain would outcomes andpossibilities thatitisnotpossible toprepare areliable bestestimateforecast information orprojection. projection or forecast any Accordingly, uncertain. not do they that have a believereasonable basis to forecast future earnings and on the basis that the operations of the Company are170 inherently Guide Regulatory ASIC in detailed matters the considered have Directors The 5.9 Forecasts the Shares commencing trading onASX. to prior Offer) the of completion(following Shareholders 20 top its of details ASX to announce will Company The 1. Note: return allApplicationMonies(withoutinterest) within28daysof givingnotice of theirwithdrawal. will Company the case which Offers, in the and Prospectus this withdraw to decide time any at may Directors The 5.10 Withdrawal Prospectus are setoutinthetablebelow. this of date the at issueas on Shares the ofmore or 5% in interest an associates)holding their Shareholders(and 5.8 Shareholder Name executive director) andassociates non- Cammerman, Nathan Mr by controlled Trust entity (an Investment Tree Yew ATF Ltd Pty Rhyd-Y-Felin entity (an Trust Kubira control by MrKarlJupp, ManagingDirector andCEO) The ATF Ltd Pty Roclincourt Tasex Geological Services PtyLtd Wright Holroyd PtyLtdATF TheWright Holroyd Trust Company’s securitiesandSection 5.7for asummaryof theCompany’s capitalstructure. the in Directorsof interests the for 4.4 Section Shares, the to attaching rights the of summary a for 10.2 Section Referto Nathan Cammerman andJamesEdward DillonATF TheSupaDooperSuperannuation Fund this Prospectus Substantial Shareholders as at thedate of 1 Number of Number of Details oftheOffers 3,811,189 3,496,504 3,911,089 3,898,602 Shares % at date of % atdateof Prospectus 15.00% 13.76% 15.40% 15.35% of theOffers Completion 7.56% 7.76% 7.73% % at % at 7% | 48 | Prospectus | Westar Resources trust account. Applicants wishing to provide Application Monies via electronic funds transfer should follow the the follow should transfer a instructions ontheApplicationForm orcontact theCompany. funds into electronic paid via be Monies will Application provide Monies to Application wishing All Applicants account. Applicants. trust by payable are costs other or duty stamp brokerage, No Form, Applicantsshouldrefer totheinstructionssetoutonform. this Prospectus or otherwise provided by the Company. For further information on how to complete the Application accompanying Form Application relevant the using made be only can Offers the under Securities for Applications (a) 5.11 Applications (ii) (i)

General BPAY® details,Investors must: the Using institution. Australian an of account dollar Australian an from made be must BPAY®payments the onlineApplicationForm hasbeencompleted. givenbe will BPAY®a referencecodecustomer biller a and onceApplication online the to unique number applying online will be directed to use an online Application Form and make payment by BPAY®. Investors BPAY®.electronicallyvia made payment with online Investorsapply applications, ForInvestorscan online Option 2:SubmittinganApplicationForm andpayingwithBPAY Form) andthechequetoaddress setoutontheApplicationForm by nolaterthantheClosingDate. mail or deliver both the and Application Negotiable’’Form ‘’Not (completed crossedin and accordanceLimited’’ Resourceswith “Westar the to terms set payable out in made the cheque, Application a enclose must Investors may complete an Application Form which accompanies and forms part of this Prospectus. Investors Option 1:SubmittinganApplicationForm withacheque Investors should confirm withtheirAustralian financialinstitution: must be received by the Company before 5.00pm AEST on the Closing Date by either being posted or or posted being either by Date Closing delivered tothefollowing addresses:the on AEST 5.00pm before Company the by received be must transferconfirmationaccompanying electronic funds Formsor Completedany of Application cheques and be must completed andreceived https://investor.automic.com.au/#/ipo/ by nolaterthantheClosingDate. BPAY®payment and Form Application online at The accepted. be not instructions will and incomplete Application be the BPAY®,will the via made not followingis payment If payment. BPAY® by a completing and westarresources online apply can Investors Sydney NSW2001 GPO Box 5193 c/- AutomicGroup Westar Resources Limited By Post (F) (E) (D) (C) (B) (A) (B) (A) record andretain theBPAY® receipt numberanddatepaid. Applications withoutpaymentwillnotbeaccepted; and schedule thepaymenttooccur onthesamedaythatonlineApplicationForm iscompleted. select whichaccount paymentistobemadefrom; enter the amount to be paid which corresponds to the value of Shares under the online Application; number thatcorresponds totheonlineApplication; referencecustomer unique and code biller BPAY®the use enter prompts;to follow the select and orinternet banking; via telephone either institution financial Australian BPAY® participating their access the cutoff time for theBPAY® payment. BPAY® any of amount payment; and the limit may that account Investor’s the on limits any are there whether Sydney NSW2000 Level 5, 126 PhillipStreet c/- AutomicGroup Westar Resources Limited Hand Delivery Details oftheOffers | 49 | Prospectus | Westar Resources their holding, asrequired by theListing Rules. on transaction a is there which in holding month each of Updated end the sub-register).at holders Security sponsoredeach to sent issuer be also will the statements on Securities their hold to elect who holders Security (for referenceholder number Security or CHESSsub-register) the on Securities hold to elect who holders Security (for number identification holder holder’s Security a of details provide and Prospectus this under allotted Securities sub- new of number sponsored the and applicable) issuer(where Securities existing of number the the out set will on statements The register). Securities their hold to elect who holders Security the (for by Registryor sub-register)Share CHESS Company’s the on Securities hold to elect who holders Security (for CHESS by either sent be will statements Holding allotment. after practicable as soon as holders Security to sent be to will statements) (similar bank statements holding Rather, holders. Security to certificates issue not will Company the CHESS, Under principal register of Securities. ASX sponsored issuer subregisterelectronic CHESS.and an an operate electronic will throughCHESS Registry Sharesub-register. the The settled Company,two the sub-registers of be together behalf make On up Rules. will the Operating Company’s Settlement ASX ASX the the and Rules Listing on the with accordance tradingin CHESS operates ASX, All the of CHESS.subsidiary wholly-owned a in Settlement, participate to apply will Company The 5.12 2,500 Shares ($500). of increments in then and ($2,000) Shares 10,000 of minimum a for be must Offer Public the under Applications (b)

Public Offer Applications and thattheApplicant: to Company obtained been the haveapprovalsrelevant all that by Applicant the by taken warranty and representation a be constitute will Offer) Public the under applications (for Monies Application requisite the with Form Application completed a of return The Prospectus. this to pursuant Securities of issue and It istheresponsibility of ApplicantsoutsideAustralia toobtainallnecessary approvals for theallotment is indicatedby theamountof thechequeorelectronic fundstransfer for theApplicationMonies. The Application Form is final. However, valid. an Applicant will not be treated as having as applied for more Shares than Company the by treated be still Directors’ decision as to whether may to treat such an Application as valid and how to construe or it complete the amount, wrong the for is payment the accompanying if or correctly completed not is Form Application the If valid. be to signed be to need not does Form Application The Form. Application the in specified Shares of number the for subscribe irrevocable to offer funds transfer for any Application Monies (for applications under the Public Offer), electronic constitutes of confirmation aor bindingcheque and a with togetherForm Application lodged and completed original, An Company reserves therighttoextend theOffers oraccept lateApplications. However,possible. as the early as Forms Application their submit to thereforeencouraged are Applicants The Offers may be closed at an earlier date and time at the discretion of the Directors, without prior notice. CHESS and issuersponsorship (F) (E) (D) (C) (B) (A) not subjectto, theregistration requirements of applicablesecuritieslaws. transaction a in or from, exemption available an with accordance in excepttransferred otherwise any other jurisdictions outside Australia and accordingly, the Securitiesmay not be offered, soldor in laws securities the registeredunder be, not will and havenot, Securities the that acknowledges investment objectives, financialsituationorparticularneeds;and their given them for suitable are Securities that recommendation a or advice product financial or acknowledges that the information contained in, or accompanying, the Prospectus is not investment behalf their on Share Registry upon usingthecontact detailssetoutintheApplicationForm; doanything to or agents, officers necessary for the Securities to be issued respective to them, including to act on instructions of the Company’s its and Company the authorises power toperform allitsrightsandobligationsundertheApplicationForm; declares that, if they are an individual, they are over 18 years of age and have full legal capacity and declares thatalldetailsandstatementsintheApplicationForm are complete andaccurate; agrees tobeboundby thetermsof therelevant Offer; Details oftheOffers | 50 | Prospectus | Westar Resources to invest in the Company. If you have any questions about the desirability of, or procedure for, investing in the the in investingfor, procedure or Company,of, pleasecontact your stockbroker,desirability accountantthe orother independentadviser. about questions any have you If Company. the in invest to This Prospectus should be read in its entirety, as it provides information for prospective investors to decide whether these riskscarefully before decidingwhethertoinvest intheCompany. risk factors which prospective investors should be aware of.key It is recommendeddetails that prospective3 investors Section consider Company. the of segments business various the in inherent risks of number involvesa and Prospective investors should be aware that an investment in the Company should be considered highly speculative 5.16 Risks Offers. ApplicantswhosellSecuritiesbefore they receive theirholdingstatementsdosoat own risk. It is the responsibility of Applicants to determine their allocation prior to trading in the Securities issued under the Securities undertheOffers are expected tobeallottedontheIssue Date. be refunded (withoutinterest) assoonreasonably practicable aftertherelevant ClosingDate. applied for. Where the number of Shares issued is less than the number applied for, has surplus Application Monies it will which for Shares of number CompanyThe applied. reserves issueto rejector to Application right any the lesser a the ofnumber Shares those than or Shares, any allocated be will Applicant any that assurance no is There sole their at regulatory requirements). Offer Public the under Shares allocate will discretion with a view to ensuring Manager,an appropriate Shareholder base for the Company going forward (subject to any Lead the with conjunction in Directors, The 5.15 interest thataccrues willberetained by theCompany. Any Offers. the under Securities the of allotment the until Applicants for trust in held be will Monies Application 5.14 Prospectus. offeredSecurities the Company this or the of pursuant to merits the of indication an as is way any takenin be to not Quotation Official grant may ASX that fact The Prospectus. this of contents the for responsibility no takes ASX to refunded Monies Application them (withoutinterest). their have and Applications their withdraw to month one Applicants allow and Companyreplacementissueprospectusthe or will supplementary practicableor prospectusa as soon interest)as be will Offers allotted the and issued. under offered If Securities no allotment the and ofissue none is made, ASIC), all by Application Monies permitted will be be refunded may to as Applicants (without period longer (or such Prospectus within this of date the after months three within Quotation Official for permission grant not does ASX If on theASX. Options any of quotation for apply not will Company The securities). restricted as ASX by designated be may that Shares any from (apart Quotation Official granted be to Prospectus, this offered by those including Shares, the for Within 7 days after the date of this Prospectus, the Company will apply to ASX for admission to the Official List and 5.13 Allocation and issueofShares Application Monies to beheldintrust ASX Listing and Official Quotation Details oftheOffers | 51 | Prospectus | Westar Resources The materialtermsof theLeadManager Mandateare summarisedinSection10.1(f). after listing, atfree of $10,000permonthplusGST. commencing mandate corporateadvisory month 12 a to agreed has and DCP to Options Manager Lead 3,000,000 issue to agreed has Company the addition, In intermediaries). or brokers,houses investmentother to fees all pay and a Capital Raising Fee of 5% of funds raised pursuant under the Public Offer (out of which the Lead Manager will OfferPublic the raisedpursuantto ManagementFeefunds Managera of all Lead of 1% the Companypay The will Discovery Capital Partners (DCP)isLeadManager tothePublicOffer. 5.19 Securities the of duration) and (quantity details full ASX required tobeheldinescrow priortotheShares commencing trading onASX. to announce will Company the and Rules Listing ASX the accordancewith in securities restricted any of recipients the to, notice restriction a issue or with, agreements Prior to the Company’s Shares being admitted to Official Quotation on the ASX, the Company will enter into escrow issue and100%of allOptionsonissue, atCompletion of theOffers. be may Options on Shares 8,000,000 Company’s the of 40% approximately comprise Shares and which ASX, by securities restricted Shares as classified 20,209,891 approximately Listing, upon that anticipates Company The None of theShares issued pursuant tothePublicOffer are expected tobe restricted securities. be less liquidwhichmayimpactontheabilityof aSecurity holdertodisposeof itsSecuritiesinatimelymanner. may Shares in tradingtransferred, being from prohibited are Securities these which in period the During ASX. of approvalprior the without period transferredthat assignedforor pledged, mortgaged, sold, be to able be not will and months escrow24 in to forheld requiredup be be to will provisionsRestrictedsecurities Securities Rules. Listing the of restricted the to subject being as Company the in issue on Securities existing certain classify will ASX 5.18 and approvals necessary all that and law consents have been obtained. such of breach no been has there that warranty and representation constitute a to Company the by taken be will Form Application completed duly a of return The Application. her or his relevantto country any of laws all with complianceensure to overseasApplicant any of responsibility the is It would beunlawful toissue thisProspectus. it whom, to person any to or where, jurisdiction any in Securities of offer an constitute not does Prospectus This such restrictions. Anyfailure tocomply withtheserestrictions mayconstitute aviolationof thoselaws. any observe, and about themselvesinform should comes Prospectuspossession this whose into persons and law by restricted be may ZealandNew and Australia of outside jurisdictions within Prospectus this of distribution The the Securities,inanyjurisdictionoutsideof Australia. of offering the permit to otherwise or Offers, the or Securities, the qualify or register to taken been has action No 5.17 Arrangements with brokersArrangements with Escrow arrangements Overseas Applicants Details oftheOffers | 52 | Prospectus | Westar Resources 5.22 on helpline Offer the calling by Registry Share the to directed be should from copy paper a for Requests charge. of free and request upon investors to Form Application relevant the and The Company will provide paper copies of this Prospectus (including any supplementary or replacement document) 5.21 registered office. exemptions under law. A fee may be charged for access. Access requests must be made in writing to the Company’s certain to subject it, that about holds Company the that information the accessto gain to right a has Applicant An not beabletoaccept orprocess your Application. may Company the Form, Application relevant the on required information the provide not relevantdo you with If accordancelaws. privacy in information such with deal they that basis the on bodies regulatory other and ASIC ASX, to and providersservice and agents Company’s the to provided be may collected information the Accessto functions. administrative various out carry to for and holders Applications Security assessto services to and facilities provideinformation to Securities, personal that use and hold collect, Registry Share the and Company The the to information personal provide to Company,asked eitherdirectly orthrough theShare Registry. are Prospectus this to pursuant Securities for apply who Persons 5.20 03 94154227(from outsideAustralia). respects withtheexisting Shares intheCompany. If the Lead Manager Options are exercised, the resultant Shares will be of the same class and will rank equally in all (b) (a) under theLeadManager Mandate, whichissummarisedinSection10.1(f). Company the to provided DCP services raising capital for part-consideration in issued being are Options date the Company’s Lists on the ASX and otherwise on the terms set out in Section 10.3. The Lead Manager the from months 36 is that date beforethe Share per $0.25 at exercisableare Options Manager Lead The nominees. its or Manager Lead the to Options Manager Lead 3,000,000 offer to agreed has Company The Lead Manager Offer terms apply tothesesecuritiesorintowhichthey convert. otherwise would that restrictions trading necessary, secondary extent any the remove, to to made is Offer The Lead Manager Offer is not made to the public and is only open to the Lead Manager. The Lead Manager Reason for LeadManager Offer Lead Manager Offer Paper copies ofProspectus Privacy disclosure Details oftheOffers (within Australia) and and Australia) (within 1300 214698

| 53 | Prospectus | Westar Resources calling theOffer helplineon1300214698(withinAustralia) or0394154227(from outsideAustralia). Questions relating to the Offers and the completion of an Application Form can be directed to the Share Registry by contact your stockbroker, accountant orindependentfinancialadviser. Company,please the in investment an of aspect any about questions any haveyou Prospectus, this reading after If, entirety. its in read be should and Company the investorsin potential forinformation provides Prospectus This 5.24 Enquiries 5.23 If the Director Options are exercised, the resultant Shares will be of the same class and will rank equally in all all in equally rank will and class same the respects withtheexisting Shares intheCompany.of be will Shares resultant the exercised, are Options Director the If (b) (a) for services to be provided by the Directors. For more information on Director remuneration, please please remuneration, engagement by theCompany. Director on information or more employment Directors’ of terms Forthe regarding information for 10.1(d) Section to and 4 Section Directors. to refer the by provided be to services for and Section that otherwise on the in terms set out in out Section 10.4. The Directorset Options are conditionsbeing issued vestingin part-remuneration the of satisfaction to subject ASX, the on Lists Company’s the date the from months 36 is that date the before Share per $0.25 at exercisable are Options Director The Company has agreed to offer 5,000,000 Director Options to the Directors as set out in Section 4.6. The Director Offer terms securities orintowhichthey convert. remove,to extentnecessary,the to these to secondaryapply wouldtradingrestrictionsany otherwise that The Director Offer andare isnotmadetothepublic Directors. onlyopentothe TheDirector Offer ismade Reason for Director Offer Director Offer Details oftheOffers | 54 | Prospectus | Westar Resources

Information Financial Financial 06

| 55 | Prospectus | Westar Resources This Sectioncontains asummaryof: their understanding with of thehistoricalfinancialperformance, cashflows assist andfinancialposition ofthe Company. to investors potential to Directors the by provided been has information financial historical The The historicalfinancialinformation contained inthisSectionhasbeenprepared by theDirectors. 6.1 INTRODUCTION Corporate Finance PtyLtd(seetheIndependentLimited Assurance Report inSection7 of thisprospectus). been reviewed has but unaudited informationpro forma is financial The Brisbane consolidation Nexia historical by Offer (IPO)post30June2020,andothertransactions assetoutinsection6.7. Public of Initial the raising of effect anticipated capital the as well seed as each $0.05 the at shares 15,000,000 to of issue the related from $750,000 events subsequent for statutory audited adjusted on the 2020, June 30 based at as prepared information financial been has information financial consolidated historical forma pro The (a) (b) (iii) (ii) (i) the historicalfinancialinformation, which comprises the: the pro forma historical financial information, which comprises the pro forma historical statement of statement historical pro forma the comprises which financial positionasat30June2020. information, financial historical forma pro the historical consolidated statementof financialpositionasat30June2020;and August 2019)until30June2020;and (30 Company the incorporation of from period the cashflows for of statement consolidated historical incorporation of theCompany (30August2019)until30June2020; historical consolidated statement of profit or loss and other comprehensive income for the period from FINANCIAL INFORMATION | 56 | Prospectus | Westar Resources The historical financial information has been extracted from the General Purpose financial statements ofthe statements issued anunmodifiedopinion. financial Purpose the General from which Ltd, Pty Audit Brisbane Nexia by audited were which 2020 June 30 ended period financial the forCompany extracted been has information financial historical The with Australian Accounting Standards andtheCorporations Act. form and do not contain all the disclosures that are usually provided in an annual report prepared in accordance abbreviated an in presented are information financial historical forma pro and information financial historical The reporting requirements andtheCompany’s adoptedaccounting policies. with the recognition and measurement principles of Australian Accounting Standards, other mandatory professional The historical financial information and pro forma historical financial information have been prepared in accordance 6.2 Basis ofPreparation FINANCIAL INFORMATION | 57 | Prospectus | Westar Resources 6.3 Please refer toSection 6.2onbasisof preparation.

TOTAL NON-CURRENTASSETS Other comprehensive income Net Loss for thePeriod Income Tax Expense Loss before income tax Corporate andAdministration Expenses Exploration Costs Consulting Fee Legal Costs Less Expenses Revenue Consolidated Statement ofProfit orLoss and Other Comprehensive IncomeForthePeriodEnded30 June 2020 30 August 2019 to 30 June 2020 30 August2019toJune2020 (237,561) (237,561) (237,561) (158,449) (audited) (audited) (14,496) (44,603) (20,013) $ - - -

| 58 | Prospectus | Westar Resources applicable atthetimeof recoupment. losses which are available to be recouped against future taxable income in accordance with Income Tax regulations Please refer to Section 6.2 on basis of preparation. The Company and its subsidiaries have carried forward income tax 6.4 TOTAL EQUITY Retained earnings/(Accumulated losses) Issued capital EQUITY NET ASSETS TOTAL LIABILITIES Borrowings Trade andotherpayables CURRENT LIABILITIES TOTAL NON-CURRENTASSETS Exploration andevaluation assets NON-CURRENT ASSETS TOTAL CURRENTASSETS Prepayments Receivables Cash andcashequivalents CURRENT ASSETS POSITION AS AT2020 30 JUNE Historical consolidated statement offinancial FINANCIAL INFORMATION 30 June 2020 (audited) 30 June2020(audited) (237,561) 570,974 570,974 552,883 808,535 552,883 24,829 42,920 15,000 23,647 17,203 9,829 2,070 $

| 59 | Prospectus | Westar Resources Please refer toSection 6.2onbasisof preparation. 6.5 Cash andcashequivalentsattheendofperiod Retained earnings/(Accumulated losses) Net increase/(decrease) incashandequivalents Net cashgenerated/(used) from financingactivities Proceeds from theissue of shares Cash flows from financingactivities Net cashgenerated/(used) ininvesting activities Cash acquired onacquisition of subsidiary Capitalised exploration expenditure Cash flows from investing activities Net cashgenerated/(used) inoperating activities Payments tosuppliers Cash flows from operating activities PERIOD ENDED AT 30 JUNE 2020 Historical statement ofcash flows forthe FINANCIAL INFORMATION 30 June2020(audited) 30 August 2019 to 30 August2019to (197,223) (197,223) (19,424) 233,850 233,850 (28,729) 17,203 17,203 5 0 3 , 9 $ -

| 60 | Prospectus | Westar Resources Please refer toSection6.2onbasis of preparation. Corporate Finance PtyLtd.Pleaserefer totheIndependentLimited Assurance Brisbane Report inSection7. Nexia by reviewed been have position financial of statement historical forma pro the and position financial of statement historical The 6.6 TOTAL EQUITY Options Reserve Accumulated losses Capital raising costs Issued capital EQUITY NET ASSETS TOTAL LIABILITIES Borrowings payables Trade andother Current Liabilities TOTAL ASSETS Assets Total Noncurrent evaluation assets Exploration and Non current Assets Total Current Assets Prepayments Sundry receivables equivalents Cash andcash Current Assets ($’000) As at30June2020 PRO FORMA historical statement offinancial position Historical statement offinancial position and

(237,561) 570,974 570,974 595,803 552,883 808,535 552,883 24,829 42,920 15,000 23,647 17,203 9,829 2,070 - Notes & 3 1,2 1,2 Subsequent Events. 2 1 (Section 6.7) Adjustments (41,000) (41,000) (41,000) (41,000) (41,000) (44,000) 3,000 - - Notes 6 4 5 4 (Section 6.9) Seed Capital Adjustments 704,175 704,175 704,175 704,175 750,000 700,800 (45,825) 3,375 FINANCIAL INFORMATION - -

Notes & 9 7,8 7,8 12 11 10 7 9 (Section 6.10) Adjustments (1,136,294) 4,512,156 4,512,156 4,497,156 4,497,156 5,000,000 4,461,692 (15,000) 648,450 (15,000) 35,464 IPO IPO - -

Consolidated (1,182,119) 5,746,305 5,746,305 5,756,134 5,203,251 6,558,535 5,135,695 Resources (278,561) Pro forma 552,883 648,450 552,883 65,486 Westar 9,829 9,829 2,070 - | 61 | Prospectus | Westar Resources 12 11 10 9 8 7 6 5 4 3 2 1 above Note per Notes tothePro Forma Consolidated HistoricalStatementofFinancialPosition are shown inSection6.10. directors’ optionsof 5,000,000.Furtherdetailsof thiscalculation Options issued orduetobeissued are 3,000,000toDCP and cost of theOptionsin12below have alsobeenbrought toaccount. the cost of capitalsohave beenincluded intheseamountsandthe of $193,338.Thenon-claimableGSTcosts of $11,821are partof listed in7above together withotherIPOcosts listedin8above Capital raising costs includeamounts paidtoDCPof $329,970 per 2above. recoverable from ATO isrestricted to75%of thepaidamountsas and GSTontheotherIPOcosts listedin7above of $17,285.GST GST ontheIPOcapitalraising consists of $30,000paidtoDCP Shareholders loansrepaid postbalance date. $2,826 andASIClistingfee $3,206. $77,000, Marketing costs $10,000,printingandtypesettingcosts Independent Accountants Report $27,500,ASXlistingfees Independent ExpertsReport ontheTenements $3,374, report $14,322,legal fees for drafting theprospectus $55,110, Other IPOcosts includingGSTare IndependentGeologists $0.00001 peroption.Thecost of acquiring theseoptions is$30. options exercisable within3years at$0.25eachfor acost of GST. Part of theDCPagreement allows DCPtoacquire 3,000,000, of 1%and5%of allfundsraised whichamountsto$300,000+ The IPOsettoraise $5,000,000,withraising costs payabletoDCP of $300. + non-claimableGSTof $1,125less Strategic Shares taken by DCP Cost of seedcapitalraising includefundspaidtoDCPof $45,000 claimable (refer to2above). GST onfees of $45,000amountingto$4,500of which75% is $0.0001 pershare. an opportunitytoacquire 3,000,000Strategic Shares atacost of DCP have electedundertheircapitalraising agreement totake up 1% and5%of allfundsraised whichamountsto$45,000+GST. Seed capitalraised $750,000,less raising costs paidtoDCPof The non-claimableportionof GSTisacost tothecompany. raising thatlimittheclaimto75%of GSTpaid. GST isaclaimablecost underspecialrulesthatapplytocapital $1,000 permonth). $10,000 permonthfrom AugusttoNovember -4months(GST Lead manager Discovery Capital Partner’s (DCP)advisoryfee Description FINANCIAL INFORMATION 1,136,294 4,670,030 648,450 193,338 700,800 Amount Amount dollars) 35,464 (whole (whole 15,000 45,825 44,000 3,375 1,000 3,000 | 62 | Prospectus | Westar Resources proportion of GST(refer above). These amountsare setoutinthetablebelow. non-claimable the and DCP commissionsto cash paid ofconsist raising capital seed the associatedcostswith The costing $300. takesharesStrategicto these these elected Shares to and exercisedsubscribe DCP to share. right per its $0.0001 of price subscription a at Shares Strategic 3,000,000 for apply to right a was DCP with agreement the in Included this capitalraising were commissions of 1%and5%of allfundsraised. was raised(refer sourceforagreementcapital to DCP an seed feesto had this above).ofthe paid DCP 6.7 part As $750,000. capital seed of Total raising. capital seed its of completion successfulfollowing each $0.05 at 2020 Subsequent to the end of the 2019/2020 financial period, the Company issued 15,000,000 shares on 19 September 6.9 The GST. of inclusive retainer $44,000 the of payment the payment netof GST, is $40,000isanexpense item. 2 & 1 notes in recorded event subsequent The term of thefloat. DCP would that receive month agreementspecified servicesfee a providedThe for $10,000 Listing. the to during Fee in respect to this process. The engagement with DCP began in August 2020 and the retainer was to be paid up the raising of seed capital, capital raising through an IPO and also a retainer for the provision of Corporate Advisory for terms out set agreement That IPO. the and raise capital seed the on Manager Lead the (DCP), PartnersCapital Subsequent to the end of the 2019/2020 financial period, the company entered into an agreement with Discovery 6.8 6.7 Total cashraised Add backcost of Strategic Shares Less GSTonCommissions paid Less DCPCommissions paid Seed capitalraised Cash raised from seedcapitalissue Lead Manager advisoryfees Borrowings repaid As at30June2020 Total IPO capitalraising Seed capitalraising (net) Subsequent events -SeedCapital adjustments Subsequentevents adjustments cash and issuedcapital Summary of all pro forma adjustments impacting FINANCIAL INFORMATION 5,120,695 4,461,692 700,800 (44,000) (15,000) 17,203 Cash Issued Capital 5,376,416 3,863,706 $700,800 750,000 808,535 704,175 45,000 4,500 300 $ - - | 63 | Prospectus | Westar Resources per option. These options are exercisable at $0.25 per option at any time up to 3 years after issue date of the the of date issue after years 3 to up options. time any at option per $0.25 at exercisable are options These option. per payment of commission and have a right to apply for 3,000,000 Lead Manager Options (LMO) at a price of $0.00001 of 25,000,000 Shares at $0.20 each. The Lead Manager to the float is Discovery Capital Partners, who will receivea issue the from $5,000,000 is raised be to capital The eventadjustment. subsequent a also issueis Share IPO The The consolidation was1share for every 2.86shares issued withfractions beingrounded up. from IPO. Shares the ofissue the and Shares these of consolidation the Shares, these out sets below table The IPO. to prior The company undertook a Pre-IPO consolidation of its share capital. This consolidation applied to all Shares issued 6.10 Total seedcapitalequity Less costs Seed capitalraised Seed capitalequityraised Total seedcapitalraising costs Non-claimable GST DCP Commissions paidincash Seed capitalraising costs Total share numbers onissue Post-IPO IPO shares issued Total Post-Consolidation shares Effect of consolidation Total Pre-Consolidation Discovery Strategic Shares Seed Capital As at30June2020 Share numbers issued Subsequent events -IPOCapital adjustments FINANCIAL INFORMATION (47,251,568) 72,655,714 72,655,714 15,000,000 15,000,000 54,655,714 50,404,146 25,000,000 25,404,146 3,000,000 3,000,000 704,175 750,000 45,825 45,825 44,700 1,125 $ $ | 64 | Prospectus | Westar Resources Other costs related totheIPOincludingGSTare inthetablebelow. Total of netproceeds from IPOare summarisedinthetablebelow. raising cost totalling $353,700,less $30subscriptionprice. capital a as for accounted and calculation model binomial a using valued been have options The options. the of date issuefromyears 3 of term a within each $0.25 of exerciseprice an have options The IPO. the of completion CompanyDiscoveryThe to options granted3,000,000 forprice subscription conditionalofsuccessfula $30, upon Total cashraised Less other IPOcosts Less GSTon Commissions Less Commissions paidincashtoDCP Total Capital Raised Cash raised from IPO IPOequity Less costs IPO equityraised IPO Equityraised Total OtherIPOcapitalraising costs Printing &Typesetting costs Marketing costs ASIC Fee ASX Listing fees Independent Accountant’s Report Independent ExpertsReport onTenements Legal fees drafting prospectus Independent Geologists Report Other Costs ofIPO Directors’ options DCP Options Other costs DCP commissions FINANCIAL INFORMATION 4,476,692 3,863,706 5,000,000 5,000,000 193,338 193,338 299,970 294,750 353,670 187,874 300,000 30,000 10,000 77,000 27,500 55,110 14,322 2,826 3,206 3,374 $ $ $ | 65 | Prospectus | Westar Resources non-claimable GST.TheclaimableGSTisrecorded asSundryreceivables (Note10). the and GST of net listing costsof other the togetherwith options these of value the Costsinclude Raising Capital included inthepro forma historicalstatementof financialposition. years of theoptionsbeingissued. TheTranche Boptionswillbeaccounted for over thevesting periodandare not the of VWAP the options 3 within days 20 these of period sequential a forshareexercise per more or $0.40 at remain must to ASX the on SharesCompany’s order in but Listing successful on also issue Options B Tranche The as theLMOandaccounted for asacapitalraising cost totalling$294,750. successful listing of the Company’s Shares on the ASX. The Tranche A options have been valued on the same basis upon being options the of issue the with each $0.25 at exercisableare options TrancheA options. 2,500,000 for areDirectors’the in Services Agreement. There are tranches,2 Tranche forTrancheA and options 2,500,000 also B DirectorsThe successfula upon bonus area as also options to entitled ofDetails options ASX. these the on listing Value perLeadManager Option Share price atgrant date Expiration Period Exercise price Volatility Number of optionsissued Lead Manager OptionsValuation Total IPOCapital RaisingCosts Costs Non-claimable GSTpaidonCapital Raising Value of Directors’ Options Value of LeadManager’s Options Printing &Typesetting costs Marketing costs ASIC Fees ASX Listing fees Independent Accountants Report Independent ExpertReport onTenements Legal fees drafting prospectus Independent Geologist Report Cash Commissions paidtoDCP IPO Capital RaisingCosts netofGST 1,136,294 3,000,000 $0.1179 294,750 353,700 299,970 103.7% 11,821 70,000 25,000 50,100 13,020 3 years $0.20 $0.25 2,569 9,091 3,206 3,067 $ | 66 | Prospectus | Westar Resources Current and deferred tax is recognised in profit or loss, except to the extent that items recognised in other items recognised that the extent or directly inequity. to except loss, or profit comprehensive income or directly in in equity. In this case, the tax is also recognised in other comprehensive income recognised is tax deferred and Current that future taxableamountswillbeavailable toutilisethosetemporary differences andlosses. Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is probable their carryingamountsintheconsolidated financialstatements. and liabilities assets and of bases tax the between differencestemporary arising on based is Deferredtax income of thereporting period. The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the end of bases assets andliabilitiestheircarryingamountsinthefinancialstatements, andtounusedtaxlosses. tax the between differences temporary to attributable liabilities and assets tax deferred in changes by The income tax expense or benefit for the period is the tax payable on the current period’s taxable income, adjusted (c) Intercompany transactions, balances andunrealised gainsonthetransactions between companies are eliminated. de- are They Company. the to consolidated from thedatethatceases. transferred is control which on date the from consolidated fully are Subsidiaries returns through itspower todirect theactivitiesof theentity. exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to effect those Subsidiaries are all entities over which the Company has control. A company controls an entity when the company is (b) The financialstatementshave beenprepared ona going concern basisunderthehistorical cost convention. Financial Position of Australian Accounting Standards issued by theAustralian Accounting Standards Board. requirements measurement and recognition the accordance with in prepared been have statements financial The (a) pro the and information formafinancial historicalinformation are setoutbelow. historical the of preparation the in adopted policies accounting principal The 6.12 forecasts inthisProspectus. reliable include to possible not is it uncertainties, inherent these given that, believe consequently Directors The uncertain. inherently are Company the possibilities thatitisnotpossible toprepare of areliable bestestimateforecast orprojection. operations and the outcomes potential of range that broad a such contain basis would information projection or forecast the Accordingly,any on earnings future forecast to basis have considered the matters detailed in with ASIC Regulatory Guide 170 and believe associated that they do not have uncertainties a reasonable significant are there forecasting future Consequently, revenues (if any) and expenses associated with the Company’s proposed activities. uncertain. The Directors inherently is exploration Mineral 6.11 Income tax Principles ofconsolidation Basis ofpreparation Accounting Policies No forecasts FINANCIAL INFORMATION | 67 | Prospectus | Westar Resources WSR recognises aloss allowance for expected credit losses, usingthesimplifiedapproach. Impairment theassetis or expires, flows cash to its transferred rights insuchawaythatalltherisksandrewards of ownership are substantiallytransferred. contractual theholder’s when is derecognised asset financial A Derecognition offinancialassets or expires). discharged,cancelledcontract is the in obligation the when (i.e. extinguished is derecognisedit is when liability A Derecognition offinancialliabilities the from liability or financial asset financial recognised previously a statement of financialposition. of removal the to refers Derecognition Derecognition Financial assets are subsequentlymeasured atamortisedcost. Financial assets Financial liabilitiesare subsequentlymeasured atamortisedcost usingtheeffective interest method. Financial liabilities Classification andsubsequentmeasurement Financial instrumentsare initiallymeasured atfair value plustransaction costs. the either to purchase orsaleof theasset itself (i.etrade dateaccounting isadopted). commits Company the that date to the contractual the is this party assets, financial a For instrument. the to becomes provisions the Company when recognised are liabilities financial and assets Financial Initial recognition andmeasurement (f) amounts of cashandwhichare subjecttoaninsignificant risk of changes invalue. short- other institutions, financial with call at term, highly liquid investments held with original maturities of three months or less deposits that are readily convertible to know hand, on cash includes equivalents cash and Cash (e) carrying amountover itsrecoverable amountisrecognised immediatelyinthestatementof profit orloss. 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 an of higher exists,the recoverableasset,being the the comparingasset ofby the amount on indication out carried is test impairment an such If information. of sources internal and information of sources external considering CompanyThe assesses assetan therethat whether indication any is impaired. be may assessment The include will (d) Financial Instruments Cash andcashequivalents Impairment ofassets FINANCIAL INFORMATION | 68 | Prospectus | Westar Resources activities whichare recoverable from orpayabletothetaxationauthorityare presented asoperating cash flows. financing or investing from arising flows cash of components GST The basis. gross a on presented are flows Cash sheet. recoverable from, or payable to, the taxation authority is included with other receivables or payables in the balance Receivables andpayablesare statedinclusive of theamountof GSTreceivable orpayable.Thenetamountof GST part of theexpense. recoverable from the taxation authority. In this case it is recognised as part of the cost of acquisition of the asset or Revenues, not assetsincurredis associatedofunlessand GST expenses arerecognisedamount GST the the of net (i) the date the at recordedassets/services are are received. and measured, reliably be cannot assets/services is the it of if issued,value fairinstruments the equity determined the of value fair the or receivedassets/services of value fair the at measured are assets/servicespayments forShare-based acquired. liabilities settle to options and shares uses Company The in equityasdeduction,netof tax,from theproceeds. Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares are shown (h) of therespective areas of interest. and exploration the of amount carrying alternatively, the sale or exploitation,commercialsuccessful development and the on of dependent is assets Recoverabilityevaluation interest. of area that to relation carry in to costs continuing forwardof appropriateness the determine to interest of area each of undertaken is review regular A yet reached astage thatpermitsreasonable assessment of theexistence of economically recoverable reserves. are they that extent the to recoveredbe to haveareaexpected tenure, not the successful in the throughactivities where development or area the of of right has Company the where capitalised only are costs These interest. of Exploration, evaluation and development expenditures incurred are capitalised in respect of each identifiable area (g) Goods andservices tax(GST) Contributed equity Exploration andEvaluationAssets FINANCIAL INFORMATION | 69 | Prospectus | Westar Resources 07 Report Accountant’s Investigating | 70 | Prospectus | Westar Resources June been extracted the from Standards and the company’s adopted accounting policies. The Historical Financial Information has preparation,recognitionthe beingandp measurement The Historical Financial Information has been prepared in accordance with the stated basis of June Information You have requested firm review our Financial Historical Scope Expressions and terms defined in the prospectus have same the meaning in this report. Introduction 21 un was PERTH St37 George Terrace Level 13 Westar ResourcesLimited The Directors itnot does include the all of presentation and dis The Historical Financial Information is presented in the prospectus in an abbreviated insofar form, as Dear Directors Document”) is proposed to be June Historical Financial Information and the Pro Forma Historical Financial InformationWSR of as at 30 We have been engaged by Westar ResourcesLimited (theor Company WSR) to report on the Australian a at shares • • • HISTORICAL

October

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| 71 | Prospectus | Westar Resources and the Our responsibilityis to Responsibility Our error. or HistoricalForma Financial Information that materialis free from whether misstatement, due to fraud determine are necessaryto enable the preparation the of Historical Financial Information and Pro Information and The directors WSR of are responsible for the preparation Directors’ responsibility represent the Financial Information. Due to its nature, the HistoricalPro Forma Financial Informationnot does of the and the or transactions to events whichthe pro principlescontained in Australian Accounting Standards applied to the Historical Financial Information and/or Prospective Financial Prospective and/or Historical Financial Information Historical Financial adjustmentspro forma on Assurance Engagement evidence obtained. we We have conducted our review engagement in accordance with the Standard Information June Financial You have requested us to Historical Forma Pro prepare mandato and othermandatory professional reporting requiredby AustralianAccounting Standardsand other section 6 of the Informationthe of afterCompany, adjusting adjustments pro effects the forma for of described i The Pro Forma Historical Financial Information has been derived from the Historical Financial on anyfinancial information used a as source the of Historical Financial Information. Our engageme might be identified in an audit. Accordingly, not do we express an audit opinion. enable us to obtain reasonable assurance that would we become aware of all significant matters that than an audit conducted in accordance matters, and applying analytical and reviewother procedures. A review is substantially inless scope A review consists making enquiries, of primarilyresponsible persons financialfor of accounting and

2020, Public d in accordance with the Corporations 2001. Act

r Pro Forma Pro y

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professional reportingrequirements applicable to general purpose financial reports Document C nt did not involve updating or re ompany’s actual or prospective financial position. P ublic ublic Pro Forma HistoricalPro Financial

Historical Financial Information Historical Financial D , thoseif as events or transactions had occurred at as the date the of Historical express limited assurance conclusion ocument. ocument. The preparation basis of stated recognition is the measurement and made to made the Historical Financial and includedInformation in the Pro Forma -

review the HistoricalPro Forma Statement Financial of Position at as 30 the Pro Historical Forma Financial Information.

ASAE 3450 ASAE Information . This includes responsibility suchfor internal controlsthe as directo withAustralian Auditing Standardsand consequentlynot does

. Assurance Engagements involving Corporate Fundraisings Fundraisings Corporate involving Engagements Assurance

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rs rs n

| 72 | Prospectus | Westar Resources Pro Forma historical financial information believe that the Pro Forma financial Based on our review, which is not an audit, nothing has come to our attention that causesus to historical Forma Pro Information Financial Historical Conclusions Nexia BrisbaneNexia Consent Information the Historical Financial the purpose of the Historical Financial Information, being inclusionfor in the prospectus. As a result, Without modifying our conclusions, draw we attention to section of 6 the prospectus, which describes Restric stated preparation, basis of describedas in section the of 6 prospectus. of WSR at as of June30 investor. associations, and relationships S is the to this Nexia limited inclusion report of inof theThe prospectus liability Liability Limited Assurance Report in the prospectus in the and form context in which it is included. Nexia Nexia prospectus. the with conjunction in read be report relates anyfor purpose other than the purposes for which it was prep responsibility anyfor reliance on this report or on the Historical Financial Information to which this This report has been p theomissionsprospectus. from, representation regarding, and has no liability for, any other statements or other material in, or and comprising: believe that the onBased our review, which is not an audit, nothing has come to our attention that causesus to ervices as describedas in section the of 6 prospectus are • • •

the the The The not presented fairly, in all material respects, in accordanc holds an Australian tion on Use

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you with information on how to contact us, our services, remuneration, is not presented fairly, in all material respects, in accordance with the .

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retail retail , , | 73 | Prospectus | Westar Resources appropriate theirfor objectives, financial situation or needs. acting Before orrelying onany information should not specific make investment decisions in reliance on the information contained in this sp information only and does not take into account the objectives, financial situation needs or of any This Reportincluded prepared, hasthe been and in Prospectus, investors to provide general with receives normal forprofessional fees this work. normal willprofessional befees received. Brisbane Nexia other than the this of preparation report andin participation due diligence which for procedures, BrisbaneNexia Independence and Disclosure of Interest ecific investor. Director RobertsonKJ faithfully Your

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| 78 | Prospectus | Westar Resources Independent Independent Geologist’s Geologist’s Report 08

Independent Geologist’s Report on the Mineral Assets of Westar Resources Limited

Report prepared for Westar Resources Limited

Report prepared by

SRK Consulting (Australasia) Pty Ltd ROU002 October 2020

SRK Consulting Page i

Independent Geologist’s Report on the Mineral Assets of Westar Resources Limited

Westar Resources Limited Level 13, 37 St Georges Terrace, Perth WA 6000

SRK Consulting (Australasia) Pty Ltd Level 3, 18–32 Parliament Street, West Perth WA 6005

email: [email protected] website: www.srk.com

Tel: +61 8 9288 2000

SRK Project Number ROU002

October 2020

Compiled by Peer Reviewed by Jeames McKibben Mark Noppé Principal Consultant Corporate Consultant Email: [email protected]

Authors: Jeames McKibben, Mark Rieuwers

MCKI/NOPP/mayn ROU002_IGR - Mineral Assets of Westar Resources_Rev0.docx 13 October 2020 SRK Consulting Page ii

The Directors Westar Resources Limited Level 13, 37 St Georges Terrace Perth WA 6000

Dear Directors

Independent Geologist’s Report on the Mineral Assets of Westar Resources Limited

At your request, SRK Consulting (Australasia) Pty Ltd (SRK) has prepared an Independent Geologist’s Report (IGR) on the Western Australian mineral assets of Westar Resources Limited (Westar or the Company). Westar is engaged in the exploration of these early stage exploration assets which are primarily considered prospective for orogenic gold mineralisation.

SRK understands that this IGR will be included in a Prospectus to be lodged with the Australian Securities and Investment Commission (ASIC) in support of a proposed listing of the Company on the Australian Securities Exchange (ASX). The purpose of the Prospectus is to offer for subscription 25 million ordinary shares at an issue price of A$0.20 per share to raise a total of A$5 million before costs of the issue to fund the future assessment of the projects.

The objective of this IGR is to summarise the status of Westar’s projects, present a geological description and outline of previous mining and/or exploration work and provide an opinion on the exploration potential and commentary on the Company’s proposed costed exploration programs over the 2 year period post listing.

Westar’s key mineral assets to be considered in this IGR comprise the following: • A 100% interest in the Gidgee North and Gidgee South gold exploration projects located in the Sandstone district of the Western Australian Eastern Goldfields. • A 100% interest in the Coolaloo and Winjangoo gold exploration projects located in the Mount Magnet district of the Eastern Goldfields. • A 100% interest in the Mount Finnerty and Parker Dome gold exploration projects located in the Southern Cross district of the Eastern Goldfields. Under the terms of a recent Joint Venture (JV) agreement with Ramelius Resources Limited (Ramelius), Ramelius is earning up to a 75% interest in these projects. • A 100% interest in the Opaline Well gold/cobalt exploration project in the Pilbara region of Western Australia.

No Exploration Targets or Mineral Resources as reported in accordance with the JORC Code (2012) are contained with this report.

SRK has based its assessment of Westar’s projects on information provided by the Company, technical reports completed by previous tenement holders, published documents by the Geological Survey of Western Australia and annual reports. A listing of the documents referenced is provided at the end of this report. None of the entities referred to in this report have consented to their inclusion in this Prospectus and have only been referred to in the context of reporting material fact.

The current ownership status and standing of the tenements within each project area is dealt with in a separate Solicitor’s Report in Section 9 of this Prospectus. SRK has not independently verified the ownership and current standing of the tenements and is not qualified to make legal representations in this regard. Rather, we have relied upon information provided by Westar, and on independent tenement searches undertaken through the Mineral Titles Online and Tengraph systems of the Western Australian Department of Mines, Industry Regulation and Safety (DMIRS). SRK has prepared

MCKI/NOPP/mayn ROU002_IGR - Mineral Assets of Westar Resources_Rev0.docx 13 October 2020 SRK Consulting Page iii

this report on the understanding that all granted tenements are currently in good standing and that there is no cause to doubt the completion of any earn-in agreements. SRK notes there are no tenure applications at the time of compiling this report.

SRK has not attempted to establish the legal status of tenements within each project area with respect to native title or potential environmental and access restrictions. Again, this matter is dealt with in the Solicitor’s Report in this Prospectus. The proposed exploration programs developed by Westar and reviewed by SRK have been designed to realise the potential of the projects in a prudent and efficient manner. The exploration programs currently planned by Westar within the project areas amount to A$1.44 million in Year 1 and A$957,000 in Year 2 following its equity raising. SRK notes that these amounts are sufficient to meet the minimum expenditure obligations for each tenement as specified by DMIRS. From SRK’s assessment of the project areas, it is our opinion that the projects are of merit, are worthy of further exploration and that the exploration programs proposed over the respective projects have been carefully conceived and costed. SRK cautions, however, that the proposed exploration programs may change in Year 2 from those currently stated and will be dependent on the results from the Year 1 program. Westar’s planned commitment of A$2.4 million to the exploration and evaluation of the project represents approximately 61% of the funds proposed to be raised by Westar after costs of the issue (less working capital) and satisfies the requirements of ASX Listing Rules 1.3.2 (b), 1.3.3 (a) and 1.3.3 (b). This IGR was initially completed by Dr Mark Rieuwers BSc (Hons), PhD (Geology), MAIG – Senior Consultant (Geology), with subsequent update by Mr Jeames McKibben BSc (Hons), MBA, FAusIMM(CP), MAIG and MRICS – Principal Consultant (Project Evaluation). Internal peer review of the IGR was completed by Mark Noppé, MSc, FAusIMM(CP), MGAA, MAICD. Mark, Jeames and Mark are full-time employees of SRK. Mark, Jeames and Mark consent to the inclusion in the Prospectus of the matters based on this information in the form and context in which they appear. SRK is a firm providing specialist mining industry consultancy services in the fields of geology, exploration, resource estimation, mining engineering, geotechnical engineering, risk assessment, mining information technology and corporate services including independent expert reports and mineral asset valuations. The company, which operates from offices in Perth, Brisbane, Newcastle, Sydney and Melbourne, has prepared Independent Technical Reports and valuations on a variety of mineral commodities in many countries. Neither SRK nor those involved in the preparation of this report have any material interest in Westar or in the mineral assets considered in this report. SRK is remunerated for this report by way of a professional fee determined according to a standard schedule of rates, which is not contingent on the outcome of this report. SRK has given and has not before lodgement of the prospectus with ASIC withdrawn its written consent to being named as author of this report and to the inclusion of this in Westar’s Prospectus.

Yours sincerely SRK Consulting (Australasia) Pty Ltd

Mark Rieuwers, MAIG Jeames McKibben, FAusIMM(CP), MAIG, MRICS Senior Consultant (Geology) Principal Consultant (Project Evaluation) 12 October 2020 12 October 2020

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Table of Contents

Disclaimer ...... vii Glossary ...... viii Executive Summary ...... xi 1 Introduction ...... 1 1.1 Background ...... 1 1.2 Reporting standard...... 2 1.3 Reliance ...... 2 1.4 Work program ...... 3 1.4.1 Site inspections ...... 3 1.4.2 Legal matters ...... 3 1.5 Base technical information, effective date and publication date ...... 3 1.6 Verification and validation ...... 4 1.7 Statement of independence ...... 4 1.8 Indemnities provided by the Company...... 4 1.9 Qualifications of consultants and specialists ...... 4 1.10 Limitations, reliance on information, declaration, consent and cautionary statements ...... 6 1.10.1 Limitations ...... 6 1.10.2 Reliance on information...... 6 1.10.3 Declaration ...... 7 1.10.4 Consent ...... 8 1.10.5 Remarks ...... 8 2 Overview of Westar Resources Limited ...... 9 2.1 Introduction ...... 9 2.2 Exploration strategy ...... 9 2.3 Tenure ...... 10 3 Sandstone Projects ...... 12 3.1 Location and access ...... 12 3.2 Physiography and climate ...... 13 3.3 Geological setting ...... 13 3.3.1 Regional geology ...... 13 3.3.2 Project geology ...... 14 3.3.3 Nearby mines and deposits ...... 16 3.4 Previous exploration...... 17 3.5 Proposed exploration ...... 19 4 Mount Magnet Projects ...... 21 4.1 Location and access ...... 21 4.2 Physiography and climate ...... 22

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4.3 Geological setting ...... 22 4.3.1 Regional geology ...... 22 4.3.2 Project geology ...... 23 4.3.3 Nearby mines and deposits ...... 25 4.4 Previous exploration...... 26 4.4.1 Winjangoo ...... 26 4.4.2 Coolaloo ...... 27 4.5 Proposed exploration ...... 28 5 Southern Cross Projects ...... 30 5.1 Location and access ...... 30 5.2 Physiography and climate ...... 30 5.3 Geological setting ...... 31 5.3.1 Regional geology ...... 31 5.3.2 Project geology ...... 32 5.3.3 Nearby mines and deposits ...... 35 5.4 Previous exploration...... 36 5.4.1 Mount Finnerty ...... 36 5.4.2 Parker Dome ...... 37 5.5 Proposed exploration ...... 38 6 Opaline Well Project ...... 39 6.1 Location and access ...... 39 6.2 Physiography and climate ...... 39 6.3 Geological setting ...... 40 6.3.1 Regional geology ...... 40 6.3.2 Project geology ...... 41 6.3.3 Nearby mines and deposits ...... 42 6.4 Previous exploration...... 44 6.5 Proposed exploration ...... 45 7 Work Program and Exploration Budget ...... 47 7.1 Proposed exploration work program ...... 47 7.2 Proposed budget ...... 48 8 Risks ...... 49 9 Conclusions and Recommendations ...... 50 10 References ...... 51

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List of Tables Table 1-1: SRK specialists’ and key contributors’ responsibilities ...... 5 Table 2-1: Summary of tenement status ...... 11 Table 2-2: Summary of native title status ...... 11 Table 5-1: Analysis of Mount Finnerty Historical Drilling Database – RAB/RC combined assay values .... 37 Table 7-1: Summary of 2 year exploration budget ...... 48

List of Figures Figure ES-1: Location map of Westar’s projects in Western Australia ...... xi Figure 2-1: Location map of Westar’s projects in Western Australia ...... 10 Figure 3-1: Location of the Sandstone Projects and nearby operating mines ...... 12 Figure 3-2: Terrane subdivision of the Yilgarn Craton and greenstone belts of the Southern Cross Domain ...... 14 Figure 3-3: Geological setting of the Sandstone Project, known mineral occurrences and key target areas ...... 15 Figure 4-1: Location of the Mount Magnet tenures and nearby mines...... 21 Figure 4-2: Winjangoo geological setting and previous soil geochemical sampling ...... 23 Figure 4-3: Coolaloo previous drilling overlain on aeromagnetic image ...... 25 Figure 4-4: Soil geochemistry of the Winjangoo project area over regional gravity ...... 27 Figure 5-1: Location of the Southern Cross tenures and nearby mines ...... 31 Figure 5-2: Bedrock geology and historical drilling over the Mount Finnerty Project ...... 33 Figure 5-3: Oblique long-section of the Flinders prospect with anomalous drilling intercepts ...... 34 Figure 5-4: Parker Dome – location, soil geochemical sampling and aeromagnetic imagery ...... 35 Figure 6-1: Location of the Opaline Well Project and nearby mineral occurrences ...... 40 Figure 6-2: Major structural elements of the East Pilbara Craton (approximate Opaline Well Project extents circled in red) ...... 41 Figure 6-3: Gravity image of the Opaline Well Project ...... 42 Figure 6-4: Opaline Well Project area gold occurrences and proximity to Golden Eagle plant ...... 43 Figure 6-5: Stream sediment samples in the Opaline Well Project area...... 45

List of Appendices Appendix A: JORC Code Table 1 – Gidgee North Appendix B: JORC Code Table 1 – Gidgee South Appendix C: JORC Code Table 1 – Winjangoo Appendix D: JORC Code Table 1 – Coolaloo Appendix E: JORC Code Table 1 – Mount Finnerty Appendix F: JORC Code Table 1 – Parker Dome Appendix G: JORC Code Table 1 – Opaline Well

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Disclaimer The opinions expressed in this Report have been based on the information supplied to SRK Consulting (Australasia) Pty Ltd (SRK) by Westar Resources Limited (Westar or the Company). The opinions in this Report are provided in response to a specific request from the Company to do so. SRK has exercised all due care in reviewing the supplied information. While SRK has compared key supplied data with expected values, the accuracy of the results and conclusions from the review are entirely reliant on the accuracy and completeness of the supplied data. SRK does not accept responsibility for any errors or omissions in the supplied information and does not accept any consequential liability arising from commercial decisions or actions resulting from them. Opinions presented in this Report apply to the site conditions and features as they existed at the time of SRK’s investigations, and those reasonably foreseeable. These opinions do not necessarily apply to conditions and features that may arise after the date of this Report, about which SRK had no prior knowledge nor had the opportunity to evaluate.

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Glossary Term/abbreviation Meaning A$ Australian dollar Abelle Abelle Limited aeromagnetic A geophysical technique AIG Australian Institute of Geoscientists amphibolite A rock composed largely or dominantly of minerals of the amphibole group

andesite A pale coloured volcanic rock with 52–63% SiO2 Apex Apex Minerals Limited Archean The Eon beginning about 4 billion years ago with the formation of Earth’s crust and extending to the start of the Proterozoic Eon 2.5 billion years ago ASIC Australian Securities and Investment Commission ASX Australian Securities Exchange Au Gold AusIMM Australasian Institute of Mining and Metallurgy

basalt A dark-coloured volcanic rock with 45–52% SiO2 BIF banded iron formation BLEG bulk leach extractable gold Brunswick Brunswick Gold NL Cenozoic The Era extending from 66 million years ago to the present Co Cobalt Company Westar Resources Limited DHEM downhole electromagnetic DMIRS Government of Western Australia: Department of Mines, Industry Regulation and Safety dyke A narrow tabular intrusive rock body dunite An ultramafic rock in which the mafic mineral is almost entirely olivine EM electromagnetic EPT East Pilbara Terrane Exploration Results Exploration Results include data and information generated by mineral exploration programs that might be of use to investors but do not form part of a declaration of Mineral Resources or Ore Reserves, as defined in Clause 18 of the JORC Code. Exploration Target An Exploration Target is a statement or estimate of the exploration potential of a mineral deposit in a defined geological setting where the statement or estimate, quoted as a range of tonnes and a range of grade (or quality), relates to mineralisation for which there has been insufficient exploration to estimate a Mineral Resource, as defined in Clause 17 of the JORC Code. Where the lowercase form ‘exploration target’ or ‘target’ is used, this refers to the targeting of the exploration effort to identity mineralisation rather than the case where existing Exploration Results support a statement or estimate of an Exploration Target. fault A fracture in earth materials, along which the opposite sides have been displaced parallel to the plane of the movement g/t grams per tonne

felsic rock An igneous rock with more than 63% SiO2 GCGB Gum Creek Greenstone Belt

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Term/abbreviation Meaning geophysics The study of the earth using quantitative physical methods to measure its electrical conductivity, gravitational and magnetic fields gneiss A metamorphic rock characterised by coarse banding granitic rock A felsic intrusive rock granulite An equigranular coarse-grained metamorphic rock greenstone Precambrian supracrustal rocks that include komatiite, basalt, andesite, and sedimentary rocks Harmony Harmony Gold Mining Company Limited Horizon Horizon Gold Limited igneous A group of rocks formed by crystallisation from a magma (molten rock) IGR Independent Geologist’s Report Imperator Imperator Resources Pty Ltd intermediate igneous An igneous rock with roughly even mixtures of felsic minerals (mainly plagioclase) rock and mafic minerals (mainly hornblende, pyroxene and/or biotite), and little or no quartz intrusive An igneous rock formed entirely within the Earth’s crust IP induced polarisation – a geophysical survey method to measure the electrical property of rocks in the Earth IPO Initial Public Offering JORC Code Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves, current edition published 2012 Legend Legend Mining Limited Ma Millions of years ago Mayan Mayan Iron Limited mafic rock An igneous rock that has a large percentage of dark-coloured minerals such as amphibole, pyroxene, and olivine; also used in reference to the magmas from which these rocks crystallise magmatic Formed from molten rock meta- A prefix used to indicate the precursor rock type of a metamorphic rock metamorphic rock A rock altered by temperature and pressure within the earth MINEDEX A spatial and textual database providing comprehensive data on mining and exploration sites and projects in Western Australia, maintained by the Geological Survey of Western Australia Mineral Resource A concentration or occurrence of solid material of economic interest in or on the Earth’s crust in such form, grade (or quality) and quantity that there is a reasonable prospect for eventual economic extraction. The location, quantity, grade (or quality), continuity and other geological characteristics of a Mineral Resource are known, estimated or interpreted from specific geological evidence and knowledge including sampling. Mineral Resources are subdivided in order of increasing geological confidence into Inferred, Indicated and Measured categories. mineralisation Geological occurrence of mineral of potential economic interest MLEM moving loop electromagnetic MMI mobile-metal-ion oz Troy ounces (1 oz = 31.1 g) Panoramic Panoramic Gold Limited pelitic rock A rock derived by metamorphism of a mudstone (shale)

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Term/abbreviation Meaning peridotite A dense, coarse-grained igneous rock, consisting mostly of the minerals olivine and pyroxene PFS pre-feasibility study porphyry An intermediate or felsic igneous rock of fine-grained size, with some larger crystals, usually feldspar, scattered in the finer-grained groundmass ppb Parts per billion ppm Parts per million Precambrian The period of time extending from about 4.6 billion years ago (the point at which Earth began to form) to the beginning of the Cambrian Period, 541 million years ago. The Precambrian encompasses the Archean and Proterozoic Eons, which are formal geologic intervals that lasted from 4 billion to about 541 million years ago, and the Hadean Eon, which is an informal interval spanning from 4.6 billion to 4 billion years ago. Proterozoic The Eon extending from 2.5 billion to 541 million years ago

quartz A silicon mineral – SiO2 RAB rotary air blast – a drilling method Rafaella Rafaella Resources Limited RC reverse circulation – a drilling method regolith A region of loose unconsolidated rock, dust and soil that sits atop a layer of bedrock RICS Royal Institution of Chartered Surveyors Rouge Rouge Resources Pty Ltd SEDEX sedimentary exhalative shear zone Structural deformation of rock by shearing stress under brittle-ductile or ductile conditions at depths in high-pressure metamorphic zones SkyTEM an open file DMIRS airborne electromagnetic geophysical dataset SRK SRK Consulting (Australasia) Pty Ltd ultramafic rock An igneous rock with a very low silica content and generally more than 18% MgO VALMIN Code Australasian Code for Public Reporting of Technical Assessments and Valuations of Mineral Assets, current edition published 2015 volcanic Formed by or associated with a volcano VMS volcanic hosted massive sulphide WAMEX Western Australian Mineral Exploration reports database Westar Westar Resources Limited

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Executive Summary Westar Resources Limited (Westar or the Company) has commissioned SRK Consulting (Australasia) Pty Ltd (SRK) to provide an Independent Geologist’s Report (IGR) on its portfolio of assets located in Western Australia (Figure ES-1).

Figure ES-1: Location map of Westar’s projects in Western Australia Source: Westar, 2020

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Westar is a private mineral exploration company focused on delivering shareholder value through the exploration for, and development of, high-quality gold mineralisation within the historical goldfields at Sandstone, Mount Magnet, Southern Cross and Nullagine as summarised below:

• Gidgee North – exploration licence E53/1920 in the Sandstone area covering a total area of 70 blocks (21,384.57 hectares) • Gidgee South – exploration licence E57/1050 in the Sandstone area covering a total area of 42 blocks (4,203.79 hectares) • Winjangoo – exploration licence E58/536 in the Mount Magnet area covering a total area of 29 blocks (8,782.48 hectares) • Coolaloo – exploration licence E59/2329 in the Mount Magnet area covering a total area of 45 blocks (13,575.16 hectares) • Mount Finnerty – exploration licence E16/505 in the Southern Cross area covering a total area of 10 blocks (2,656.30 hectares) • Parker Dome – exploration licence E77/2424 in the Southern Cross area covering a total area of 12 blocks (3,276.96 hectares) • Opaline Well – exploration licence E45/4997 in the Pilbara region covering a total area of 21 blocks (6,681.45 hectares). In addition to its strategically located land positions in the Eastern Goldfields and Pilbara regions of Western Australia, Westar has entered into a farm-in joint venture (JV) over the Southern Cross Projects with Ramelius Resources Limited (Ramelius). This agreement provides Westar with access to Ramelius’ target generation, exploration and project development expertise, while reducing exploration risk and costs in the near-term assessment of the South Cross tenements. Ramelius has also agreed to free-carry Westar to a decision to mine, with near-term exploration by Ramelius expected to focus on the defined targets at the Flinders, Flinders North and Tasman prospects. Westar’s Sandstone Project comprises two discrete tenement holdings located along the western and southern margins of the Gum Creek Greenstone Belt. Numerous gold mines and historical workings are recognised in this belt, the most significant being the Gidgee mine area. Despite these tenements having been explored on an intermittent basis since the discovery of gold mineralisation in the Sandstone region in the mid-1890s, the belt continues to be a focus for modern day gold exploration as evidenced by ongoing activities by Horizon Gold Limited and Gateway Mining Limited. The known gold mineralisation within the region is predominantly structurally controlled, occurring along major shear zones with competent mafic or banded iron formation (BIF) host rocks. In addition, Westar considers its tenures may be prospective for volcanic hosted massive sulphide (VMS) base metal mineralisation similar to that associated with intermediate volcanic units and black shales at the nearby Altair prospect. Preliminary data compilation by Westar has highlighted a number of structural/ stratigraphic, geochemical and geophysical targets that remain poorly tested but represent worthy exploration targets that offer potential for further zones of economically viable gold mineralisation (i.e. along strike of the historical Birrigrin Mining Centre) and for the discovery of VMS mineralisation within the Sandstone Project area. Westar’s Mount Magnet Project area occurs within the Meekatharra–Wydgee greenstone belt, which is dominated by structurally deformed mafic and BIF units under cover. Despite considerable exploration and mining having been conducted within the region, recent deeper drilling at the Eridanus deposit by Ramelius has demonstrated that continued exploration remains capable of making new discoveries even within established mining centres. To this end, Westar has proposed data compilation and additional soil geochemical sampling and geophysical surveying prior to aircore and reverse circulation (RC) drill testing of targets considered prospective for structurally hosted gold zones.

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Westar’s Opaline Well Project lies within the Pilbara region of Western Australia and straddles the Coongan greenstone belt. This belt is known to host several small gold prospects and mines located along shear zones parallel to, but offset from, the main gold mineralised structures within the Nullagine Goldfield. Previous exploration within Westar’s current tenures has identified a number of targets considered prospective for structurally hosted gold mineralisation, as well as an interesting cobalt geochemical anomaly, which remains to be adequately tested. Westar has proposed a staged exploration strategy based on initially evaluating more advanced targets such as along strike extents to known historical Birrigrin workings at the Sandstone Project prior to the future assessment of other regional opportunities, such as those at the Mount Magnet and Opaline Well Projects. Also, by leveraging the Ramelius JV, Westar can secure extensive exploration and development of the Southern Cross Exploration Licences with minimal risk and expense. SRK has concluded from its review of Westar’s Western Australian project areas that they are of merit and worthy of further exploration at the budgetary levels proposed by Westar. Westar has proposed a 2 year exploration program to evaluate numerous targets within its project areas, with a budgeted expenditure of approximately A$2.40 million. A summary of the proposed expenditure is presented in Table ES-1.

Table ES-1: Summary of Westar’s proposed 2 year exploration budget

Project area Project Year 1 (A$) Year 2 (A$) Total (A$) Gidgee North 355,000 173,000 528,000 Sandstone Gidgee South 222,000 288,000 510,000 Winjangoo 392,000 155,000 547,000 Mount Magnet Coolaloo 276,000 101,000 377,000 Mount Finnerty -* -* -* Southern Cross Parker Dome -* -* -* Pilbara Opaline Well 86,000 204,000 290,000 Field support 113,000 35,000 148,000 Subtotal 1,443,000 957,000 2,400,000 Cost of the offer, administration, etc. 1,451,000 835,000 2,287,000 Rents and rates, option fees 42,000 42,000 85,000 Working capital balance 227,000 Total 5,000,000 * Subject to earn-in JV, with Ramelius to sole fund exploration to decision to mine. Note: Table may not total exactly due to rounding. Source: Westar, 2020

Westar’s ultimate success in discovering and developing gold deposits within its project areas will depend largely upon the skills of its exploration team and its joint venture (JV) agreement with Ramelius. In SRK’s opinion, Westar has the key elements in place to achieve its objectives. Furthermore, SRK considers Westar’s exploration strategy to be justified and is satisfied that the proposed exploration programs have been well defined and are appropriate.

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1 Introduction 1.1 Background SRK has been engaged by Westar to prepare an IGR in accordance with the Listing Rules of the Australian Securities Exchange (ASX) and the Australian Securities and Investment Commission (ASIC) Regulatory Guides.

This IGR is addressed to the Directors of Westar. Westar is a private mineral exploration company that through its wholly owned subsidiary companies, Rouge Resources Pty Ltd (Rouge) and Imperator Resources Pty Ltd (Imperator), holds interests in a number of exploration projects considered prospective for gold mineralisation in Western Australia. Rouge was incorporated on 18 April 2018, while Imperator was incorporated on 29 August 2019 and Westar was incorporated on 30 August 2019. The current corporate structure of Westar is detailed in the Prospectus.

SRK understands that this IGR will be included as part of an Initial Public Offering (IPO) document to be published by Westar (the Prospectus). For the purposes of the ASX Listing Rules, SRK is responsible for this IGR as part of the Prospectus and declares that it has taken all reasonable care to ensure that the information contained in this IGR is, to the best of its knowledge, in accordance with the facts and contains no omission likely to affect its import, and that no material change has occurred from 12 October 2020 to 18 October 2020 (the Publication Date) that would require any amendment to the IGR. SRK consents to the inclusion of this IGR and reference to any part of the report in the Prospectus.

The purpose of the IGR is to provide an impartial assessment of the technical data and merits of the Company’s Gidgee North, Gidgee South (Sandstone), Coolaloo, Winjangoo (Mount Magnet), Mount Finnerty, Parker Dome (Southern Cross), and Opaline Well (Pilbara) projects, as well as to comment on the exploration program proposed by Westar.

Previous explorers have identified the following principal potential mineralisation systems in the project areas:

• Gidgee North – gold • Gidgee South – gold • Coolaloo – gold • Winjangoo – gold • Mount Finnerty – gold • Parker Dome – gold • Opaline Well – gold, cobalt. Historical reports reviewed from the Western Australian Mineral Exploration reports database (WAMEX) are listed in the references.

This IGR presents the following key technical information as at the Effective Date (defined below):

• an overview of the geological setting and associated mineralisation within Westar’s project areas in Western Australia • an outline of historical and recent exploration work undertaken at each of the projects • SRK’s opinion regarding the exploration potential of each of the project areas • a summary of the key technical risks • SRK’s opinion on the appropriateness of Westar’s budgeted work programs.

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This IGR is intended to properly inform readers of Westar’s Prospectus on the status and exploration potential of the Company’s projects in Western Australia and to provide commentary on the proposed future exploration programs.

For this Report, Westar’s projects and associated tenure were classified in accordance with the categories outlined in the VALMIN Code (2015), namely:

• Early Stage Exploration Projects – Tenure holdings where mineralisation may or may not have been identified, but where Mineral Resources have not been identified. • Advanced Exploration Projects – Tenure holdings where considerable exploration has been undertaken and specific targets have been identified that warrant further detailed evaluation, usually by drill testing, trenching or some other form of detailed geological sampling. A Mineral Resource estimate may or may not have been made, but sufficient work will have been undertaken on at least one prospect to provide both a good understanding of the type of mineralisation present and encouragement that further work will elevate one or more of the prospects to the Mineral Resources category. • Pre-development Projects – Tenure holdings where Mineral Resources have been identified and their extent estimated (possibly incompletely), but where a decision to proceed with development has not been made. Properties at the early assessment stage, properties for which a decision has been made not to proceed with development, properties on care and maintenance and properties held on retention titles are included in this category if Mineral Resources have been identified, even if no further work is being undertaken. • Development Projects – Tenure holdings for which a decision has been made to proceed with construction or production or both, but which are not yet commissioned or operating at design levels. The economic viability of Development Projects will be proven by at least a pre-feasibility study (PFS). • Production Projects – Tenure holdings – particularly mines, wellfields and processing plants – that have been commissioned and are in production.

1.2 Reporting standard This IGR has been prepared to the standard of, and is considered by SRK to be, a Technical Assessment Report under the guidelines of the 2015 Edition of the Australasian Code for the Public Reporting of Technical Assessments and Valuations of Mineral Assets (the VALMIN Code).

The VALMIN Code incorporates the 2012 Edition of the Australasian Code for the Reporting of Exploration Results, Mineral Resources and Ore Reserves as published by the Joint Ore Reserves Committee of the Australasian Institute of Mining and Metallurgy, Australian Institute of Geoscientists and Minerals Council of Australia (the JORC Code).

One of the authors of this Report, Jeames McKibben, is a Registered Valuer and Chartered Valuation Surveyors with the Royal Institution of Chartered Surveyors (RICS). As a result, this Report may be subject to monitoring by RICS under its Conduct and Disciplinary Regulations. This Report is not a valuation report and hence is not intended to comply with the RICS 2020 Valuation Standards, otherwise known as the ‘Red Book’.

1.3 Reliance SRK is responsible for this IGR and for all the technical information that has been directly extracted from the IGR and reported in the Prospectus to be released by the Company in connection with the proposed ASX listing and to be dated around the same date as the IGR.

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SRK declares that it has taken all reasonable care to ensure that the information contained in the IGR and included in the Prospectus is, to the best of its knowledge, in accordance with the facts and contains no omission likely to affect its import.

SRK confirms that the presentation of information contained elsewhere in the Prospectus, which relates to information in the IGR, is accurate, balanced and not inconsistent with the IGR.

SRK considers that its opinion must be considered as a whole and that selecting portions of the analysis or factors considered by it, without considering all factors and analyses together, could create a misleading view of the process underlying the opinions presented in this IGR. The preparation of an IGR is a complex process and does not lend itself to partial analysis or summary.

SRK has no obligation or undertaking to advise any person of any development in relation to the mineral assets which comes to its attention after the date of this IGR or to review, revise or update the IGR or opinion in respect of any such development occurring after the date of this IGR.

1.4 Work program This update assignment commenced in September 2020 with a review of information contained within the previous draft version of this Report (prepared in September 2019) with additional information supplied by Westar, as well as other publicly available data and information sourced by SRK, including subscription databases such as S&P Global Market Intelligence database services.

1.4.1 Site inspections SRK has not conducted any site inspections of Westar’s project areas, with its assessment limited to desktop analysis. The authors of this Report have previously conducted field exploration programs and site investigations of other third-party held projects in the immediate vicinity of Westar’s projects and hence have a reasonable understanding of the prevailing geological and logistical conditions at each site. In SRK’s opinion, the project areas are predominantly at an early stage of assessment, and it is SRK’s understanding that a site inspection is unlikely to reveal information material to the development of this IGR. Based on previous exploration and known occurrences of economic mineralisation, Mineral Resources and Ore Reserves in the adjacent third-party held areas, SRK is of the opinion that all of the Westar projects are prospective and/or permissive for the abovementioned respective mineralisation systems.

1.4.2 Legal matters SRK has not been engaged to comment on any legal matters.

SRK notes that it is not qualified to make legal representations as to the ownership and legal standing of the tenements that are the subject of this Report. SRK has not attempted to confirm the legal status of the tenements with respect to JV agreements, local heritage or potential environmental or land access restrictions.

SRK’s understanding of the current tenure situation is set out in Chapter 2.2 of this Report.

1.5 Base technical information, effective date and publication date The Effective Date of this IGR is 8 October 2020 (the Effective Date). The technical information contained in this IGR has been prepared as at the Effective Date.

As at the publication date of this IGR, this being on or around 18 October 2020 (the Publication Date), SRK assumes there will not be any material change to the IGR after the Effective Date. This includes, inter alia, no material changes to the technical information as reported in this IGR.

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1.6 Verification and validation This IGR is dependent on technical, financial and legal input. In respect of the technical information as provided by the Company and taken in good faith by SRK, and other than where expressly stated, any figures presented have not been independently verified by means of recalculation. However, SRK has conducted a review and assessment of all material technical issues likely to influence the technical information included in this IGR, which included the following:

• an examination of the historical data made available by the Company in respect of each project • enquiry of key personnel of Westar in respect of the mineral assets and other related matters • an examination, review and, where appropriate, identification of the key technical risks as they relate to the technical information reported in the IGR.

Accordingly, Westar has provided technical data (geological information and exploration reports) to SRK for the purpose of this review and inclusion in the IGR. SRK confirms that it has performed all validation and verification procedures deemed necessary and/or appropriate by SRK in order to place an appropriate level of reliance on such technical information.

1.7 Statement of independence Neither SRK, nor any of its personnel involved in the preparation of this Report have:

• any material present or contingent interest in Westar or any of the properties or mineral assets described herein; or • any association with Westar, or related parties, which may lead to bias.

SRK warrants that its team of consultants is competent to prepare the IGR as requested by Westar, and to the best of SRK’s knowledge and belief, having made reasonable enquiries, SRK has no conflicts, real or perceived, capable of preventing SRK from performing the requested services.

SRK has no beneficial interest in the outcome of this technical assessment capable of affecting its independence.

1.8 Indemnities provided by the Company Westar has warranted, in writing to SRK, that full disclosure has been made of all material information and that, to the best of its knowledge and understanding, such information is complete, accurate and true. As recommended by the VALMIN Code, Westar has provided SRK with an indemnity under which SRK is to be compensated for any liability and/or any additional work or expenditure:

• which results from SRK’s reliance on information provided by Westar or from Westar not providing material information; or • which relates to any consequential extension workload through queries, questions or public hearings arising from this IGR.

1.9 Qualifications of consultants and specialists This IGR has been prepared by a team of consultants from SRK’s offices within Australia. Details of the qualifications and experience of the consultants who have carried out the work in this Report, who have extensive experience in the mining industry and are members in good standing of appropriate professional institutions, are set out below and in Table 1-1.

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Mark Rieuwers, PhD (Geology), MAIG – Senior Consultant Mark Rieuwers has 13 years’ experience in the mining and exploration industry, mainly working on nickel sulphides, but including work on copper-gold and gold systems. Mark’s PhD work concentrated on the application of structural geology, metamorphic petrology and geochronology to help understand complex tectonics. During his years in the industry, he has focused on integrating mineral systems geoscience, structural geology, geochemistry and geophysics in driving effective exploration strategies, applying 3D geological and structural modelling to help understand and define complex mineral systems. Mark’s interests lie in combining field studies, desktop interpretations and implicit 3D modelling in greenfields and brownfields environments, including on-site training in 3D modelling and structural geology.

Jeames McKibben, BSc Hons, MBA, MRICS, FAusIMM(CP), MAIG – Principal Consultant Jeames McKibben is an experienced international mining professional having operated in a variety of roles including consultant, project manager, geologist and analyst over more than 25 years. He has a strong record in mineral asset valuation, project due diligence, independent technical review and deposit evaluation. As a consultant, he specialises in mineral asset valuations and Independent Technical Reports for equity transactions and in support of project finance. Jeames has been responsible for multi-disciplinary teams covering precious metals, base metals, bulk commodities (ferrous and energy) and other minerals in Australia, Asia, Africa, North and South America, and Europe. He has assisted numerous mineral companies and financial, accounting and legal institutions and has been actively involved in arbitration and litigation proceedings. Jeames is a current member of the VALMIN Code and IMVAL Committees.

Mark Noppé, MSc (Exploration Geology), FAusIMM(CP), MGAA, MCAID – Corporate Consultant Mark Noppé is a leader and consultant in geosciences and the mining industry, providing advice, training and mentoring in all aspects of orebody knowledge, from exploration reporting, resource definition and reporting, mine geology and grade control through to inputs to reserving. Since graduating as a geologist in 1983, Mark has worked in South Africa, Western Australia and Queensland in exploration, mining geology, practical geostatistics applications, resource estimation and reporting, grade control, mine reconciliation, technical reviews and auditing, and professional training and mentoring. A consultant since 1997, his technical experience covers a wide range of projects, commodities, geological and mining environments.

Table 1-1: SRK specialists’ and key contributors’ responsibilities

Independent Site Professional Specialist Position/Company Responsibility of Westar inspection designation Senior Consultant (Geology)/ BSc (Hons), Mark Rieuwers Overall IGR Yes None SRK Consulting PhD, MAIG (Australasia) Pty Ltd Principal Consultant BSc (Hons), (Project Evaluation)/ Update of MBA, Jeames McKibben Yes None SRK Consulting overall IGR FAusIMM(CP), (Australasia) Pty Ltd MAIG, MRICS Corporate Consultant MSc, (Geology)/ Overall peer Mark Noppé Yes None FAusIMM(CP) SRK Consulting review MGAA, MAICD (Australasia) Pty Ltd

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The information in this report that relates to the exploration results at Westar’s projects is based on, and fairly reflects, information compiled and conclusions derived by Dr Mark Rieuwers and Mr Jeames McKibben. Dr Rieuwers is a Competent Person and a Member of the Australasian Institute of Geoscientists (AIG). Mr McKibben is a Competent Person and Fellow of the Australasian Institute of Mining and Metallurgy (AusIMM), a Member of the AIG and a Registered Valuer and Chartered Valuation Surveyor with RICS.

Dr Rieuwers and Mr McKibben are independent consultants employed by SRK, an independent mining consultancy. Dr Rieuwers and Mr McKibben each have sufficient experience that is relevant to the technical assessment of the mineral assets under consideration, the style of mineralisation and the types of deposit under consideration and the activity being undertaken to qualify as Practitioners as defined in the 2015 edition of the VALMIN Code, and as Competent Persons as defined in the 2012 Edition of the JORC Code.

Dr Rieuwers and Mr McKibben consent to the inclusion in the report of the matters based on their information in the form and context in which it appears.

1.10 Limitations, reliance on information, declaration, consent and cautionary statements

1.10.1 Limitations The technical information presented herein relies on assumptions regarding certain forward-looking statements. These forward-looking statements are estimates and involve a number of risks and uncertainties that could cause actual results to differ materially. The projections as presented and discussed herein have been proposed by Westar’s management and cannot be assured; they are necessarily based on economic assumptions, many of which are beyond the control of the Company. Future cashflows and profits derived from such forecasts are inherently uncertain and actual results may be significantly more or less favourable. Unless otherwise expressly stated, all the opinions and conclusions expressed in this IGR are those of SRK.

1.10.2 Reliance on information SRK has relied upon the accuracy and completeness of the technical, financial and legal information and data furnished by or through Westar.

Westar has confirmed to SRK that, to its knowledge, the information provided by it (when provided) was complete and not incorrect or misleading in any material respect. SRK has no reason to believe that any material facts have been withheld. While SRK has exercised all due care in reviewing the supplied information, SRK does not accept responsibility for finding any errors or omissions contained therein and disclaims liability for any consequences of such errors or omissions.

SRK’s assessment of exploration results for the projects is based on information provided by Westar throughout the course of SRK’s investigations, which in turn reflects various technical and economic conditions prevailing at the date of this IGR. These conditions can change significantly over relatively short periods of time. Should these change materially, the assumptions could be materially different in these changed circumstances.

This IGR specifically excludes all aspects of legal issues, marketing, commercial and financing matters, insurance, land titles and usage agreements, and any other agreements and/or contracts Westar may have entered into.

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This IGR includes technical information that requires subsequent calculations to derive subtotals, totals and weighted averages. Such calculations may involve a degree of rounding and consequently introduce an error. Where such errors occur, SRK does not consider them to be material.

Technical reliance SRK places reliance on the Company and its technical representatives that all technical information provided to SRK as at the Effective Date is accurate.

Financial reliance In considering all financial aspects relating to the projects, SRK has placed reliance on the Company that the following information is appropriate as at the Effective Date (defined above):

• operating expenditures as included in the Company’s exploration programs • capital expenditures as included in the Company’s exploration programs • all statutory and regulatory payments as may be necessary to execute the Company’s exploration programs.

Legal reliance In consideration of all legal aspects relating to Westar’s mineral assets, SRK has placed reliance on the representations of the Company that the following are correct as of the Effective Date (defined above) and remain correct until the Publication Date (defined above):

• Save as disclosed in the Prospectus, the Company Directors are not aware of any legal proceedings that may have any influence on the rights to explore, develop and mine the minerals present within and associated with the Company’s mineral assets. • The legal owners of all mineral and surface rights have been verified. • Save as expressly mentioned in the Risk Factors of the main body of the Prospectus, no significant legal issue exists that would affect the likely viability of the exploration and production licences as reported herein.

The legal representative of the Company is Colin Biggers & Paisley Lawyers of Level 35 Waterfront Place, 1 Eagle Street, Brisbane, Queensland, 4000.

1.10.3 Declaration SRK will receive a professional fee of approximately A$13,000 for the preparation of this report in accordance with normal professional consulting practices. This fee is not dependent on the findings of this IGR and SRK will receive no other benefit for the preparation of this IGR. Neither SRK nor any of the authors of this Report have any pecuniary or other interests that could reasonably be regarded as capable of affecting their ability to provide an unbiased opinion in relation to the mineral assets opined upon by SRK and reported herein.

Neither SRK nor the Specialists (as identified below) who are responsible for authoring this IGR, nor any Directors of SRK have at the date of this report, nor have had within the previous 2 years, any shareholding in the Company, the mineral assets, or any other economic or beneficial interest (present or contingent) in any of the assets being reported on. SRK is not a group, holding or associated company of the Company. None of SRK’s partners or officers are officers or proposed officers of any group, holding or associated company of the Company.

Further, no Specialist involved in the preparation of this IGR is an officer, employee or proposed officer of the Company or any group, holding or associated company of the Company. Consequently, SRK, the Specialists and the Directors of SRK consider themselves to be independent of the Company, its directors, and senior management.

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In this IGR, SRK provides assurances to the Board of Directors of the Company, in compliance with the Reporting Standard, that the exploration potential of the projects as provided to SRK by Westar and reviewed and, where appropriate, modified by SRK are reasonable, given the information currently available.

1.10.4 Consent SRK consents to this Report being included, in full, in Westar’s Prospectus in the form and context in which the technical assessment is provided. SRK provides this consent on the basis that the technical assessment expressed in the Executive Summary and in the individual sections of this Report is considered with, and not independently of, the information set out in the complete report. SRK does not consent to this Report being used for any other purpose.

1.10.5 Remarks All monetary figures used in this Report are expressed in Australian dollar (A$) terms, unless otherwise stated.

Certain units of measurements, abbreviations and technical terms are defined in the glossary of this IGR. Unless otherwise explicitly stated, all quantitative data as reported in this IGR are reported on a 100 per cent basis.

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2 Overview of Westar Resources Limited 2.1 Introduction Westar is a private mineral exploration company focused on delivering shareholder value through the exploration for, and development of, high-quality gold mineralisation within several strategically located project areas in Western Australia. To this end, the Company has assembled a prospective tenement portfolio located in proximity to known +500,000 oz gold deposits and operating mines in the historical goldfields at Sandstone, Mount Magnet, Southern Cross and Nullagine. Despite proximity to these recognised gold centres, much of Westar’s assembled portfolio has, to date, received minimal modern, systematic exploration and only limited deeper drilling.

Westar proposes to rapidly evaluate its projects and has developed a number of refined targets able to be drill tested in the near term, as well as an integrated exploration program able to support the Company’s medium- to longer-term exploration focus. To this end, the Company is now seeking to list on the ASX in order to fund these exploration programs.

The Company operates in part through two wholly controlled subsidiaries, Rouge and Imperator. Rouge is the registered holder of a number of Westar’s mineral interests, while the Sandstone tenements are held by Imperator. Westar and Imperator were both incorporated in 2019, while Rouge was incorporated in 2018. All companies are domiciled in Perth, Western Australia.

As demonstrated through its JV at Southern Cross, Westar is willing to partner with highly credentialled mineral companies (such as Ramelius) to ensure rapid project development, while providing shareholders with exposure to well located, highly prospective tenure at negligible cost and under a reduced risk profile.

For operating purposes, Westar has divided its tenements into four tenure groupings: Sandstone, Mount Magnet, Southern Cross and Pilbara. Westar’s project locations in Western Australia are presented in Figure 2-1.

2.2 Exploration strategy Westar’s exploration strategy as presented to SRK is summarised as follows:

• develop a highly prospective gold exploration tenure portfolio in the low-risk jurisdiction of Western Australia • assemble a project portfolio offering close proximity to +500,000 oz gold discoveries and in areas where processing and infrastructure capabilities exist • diversify risk, conserve cashflow and maximise discovery potential through: − strategically evaluating numerous prospective exploration plays with historical datasets and/or new conceptual targets − completing early stage and low-cost exploration for maximum value add at short duration − keeping exploration lean, technical and highly efficient − partnering with fast-moving companies with reputations for building mines.

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Figure 2-1: Location map of Westar’s projects in Western Australia Source: Westar, 2020

2.3 Tenure Westar’s entire mineral tenure comprises seven granted exploration licences (ELs) located in the Pilbara and Yilgarn regions of Western Australia. Six of the seven ELs are located in the Yilgarn Craton, while the Opaline Well EL resides in the Pilbara Craton. In total, the seven ELs cover a combined area of approximately 606 km2.

In terms of ownership, five of the seven ELs are 100% owned by Westar (through Rouge). In addition, the Company recently acquired two ELs (comprising the Sandstone Project) from Rafaella Resources

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Limited (Rafaella). Ownership of these two ELs was recently transferred from Sandstone Metals Pty Ltd to Imperator, thereby providing Westar with an effective 100% interest in the tenements.

All required annual rental payments for the current year have been paid in full as at the Effective Date. A summary of the tenure status is presented in Table 2-1.

Table 2-1: Summary of tenement status

Annual Annual Area Area expenditure Project Tenement Holder Expiry rent (blocks) (ha) commitment (A$) (A$) Gidgee North E53/1920 Imperator 30/10/2022 70 21,384.57 16,660 70,000 Gidgee South E57/1055 Imperator 12/06/2023 15 4,203.79 3,570 20,000 Winjangoo E58/536 Rouge 10/09/2023 29 8,782.48 4,002 29,000 Coolaloo E59/2329 Rouge 10/09/2023 45 13,575.16 6,210 45,000 Mount Finnerty E16/505 Rouge 14/03/2024 10 2,656.30 1,380 20,000 Parker Dome E77/2424 Rouge 13/09/2022 12 3,276.96 2,796 20,000 Opaline Well E45/4997 Rouge 15/11/2023 21 6,681.45 2,898 21,000 TOTAL 202 60,560.71 37,516 225,000 Source: DMIRS, October 2020

In August 2019, Ramelius entered into a farm-in and JV agreement with Westar in relation to the Southern Cross ELs (E16/505 and E77/2424). Under the terms of this agreement, Ramelius has the right to earn a 75% interest in these tenements through the expenditure of A$2 million over 3 years with Westar free-carried to a decision to mine.

The native title status of Westar’s ELs is presented in Table 2-2.

Further details in relation to Westar’s mineral tenure is presented in the Solicitor’s Report elsewhere within the Prospectus.

Table 2-2: Summary of native title status

Clearance Project Tenement Representative bodies Procedural outcome notification date Central Desert native title Native Title Cleared – Gidgee North E53/1920 Services/Yamatji Marlpa 23/10/2017 Expedited Applies Aboriginal Corporation Yamatji Marlpa Aboriginal Native Title Cleared – Gidgee South E57/1055 13/06/2018 Corporation Expedited Applies Native Title is Extinguished – Winjangoo E58/536 Native Title Determination Native Title is Extinguished – Coolaloo E59/2329 Native Title Determination Native Title Services Native Title Cleared – Mount Finnerty E16/505 15/03/2019 Goldfields Expedited Applies South West Aboriginal Native Title Cleared – Parker Dome E77/2424 12/09/2017 Land and Sea Council Expedited Applies Yamatji Marlpa Aboriginal Native Title Cleared – Opaline Well E45/4997 13/11/2018 Corporation Expedited Applies Source: DMIRS, 2020

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3 Sandstone Projects 3.1 Location and access Westar’s Sandstone Project comprises two disparate tenure holdings (Gidgee North and Gidgee South) situated in the Black Range gold district of the East Murchison Mineral Field and within the Glengarry (SG50-12) and Sandstone (SG50-16) 1:250,000 scale map sheets. The project is centred approximately 640 km northeast of Perth and 700 km north-northwest of Kalgoorlie. The nearest towns are Sandstone, Meekatharra and Wiluna, which lie via unsealed roads 90 km to the south, 120 km to the northwest and 130 km to the northeast, respectively (Figure 3-1).

Figure 3-1: Location of the Sandstone Projects and nearby operating mines Source: Westar, 2020

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Access to Sandstone from Perth is via the Great Northern Highway to Mount Magnet, or alternatively from Kalgoorlie via the Goldfields Highway to Leinster. Access to the project areas is via the maintained gravel Sandstone to Wiluna Road from Sandstone. Roads from Meekatharra and Wiluna also lead to the project areas. Various exploration and station tracks provide additional access to the ground. The closest airports with scheduled commercial services are at Wiluna and Meekatharra. It is envisaged that campaign-based exploration work will be undertaken by a drive-in drive-out workforce based in Perth.

3.2 Physiography and climate Like Westar’s other Yilgarn-focused projects, the Sandstone Project areas experiences a semi-arid climate with hot summers and mild winters. The annual rainfall of less than 250 mm is irregular and falls mostly in the winter months. The driest months of the year are August through November.

Topographic elevations across the Sandstone Project areas range from approximately 350 m to 650 m above sea level. Relief is low to moderate with a series of north-northwest trending ridges in the north and east-northeast trending valleys in the south. A major ephemeral drainage system flows through the centre of the belt and numerous east–west drainage palaeochannels have been identified.

There are no material topographic or climatic impediments to year-round exploration and development activities.

3.3 Geological setting

3.3.1 Regional geology Westar’s Sandstone tenements are located within the Youanmi Terrane, an amalgamation of the Murchison and Southern Cross domains interpreted to represent the nucleus or proto-craton, onto which the Narryer Terrane and Eastern Goldfields Superterrane were accreted. The Sandstone tenements lie within the Gum Creek Greenstone Belt of the Southern Cross Domain.

The Archean Yilgarn Craton of Western Australia is composed of various terranes that can be distinguished based on geochemical, geochronological and stratigraphic criteria (Doublier et al., 2013). The South West and Narryer Terranes contain the overall lowest proportion of greenstones and are the only terranes where widespread granulite facies metamorphism is exposed. Together with the Youanmi Terrane, they form the western Yilgarn, which is separated from the Eastern Goldfields Superterrane by the crustal-scale Ida Fault (Figure 3-2).

The Youanmi Terrane and the Eastern Goldfields Superterrane contain substantial greenstone belts, which are separated by granite and gneiss. The Youanmi Terrane comprises the Murchison and Southern Cross domains, and the Eastern Goldfields Superterrane is subdivided, from west to east, into the Kalgoorlie, Kurnalpi, Burtville and Yamarna Terranes (Doublier et al., 2013).

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Figure 3-2: Terrane subdivision of the Yilgarn Craton and greenstone belts of the Southern Cross Domain Source: DMIRS (modified after Doublier et al., 2013)

3.3.2 Project geology Westar’s Sandstone tenements lie within the Gum Creek Greenstone Belt, which forms a lensoid, broadly sinusoidal belt measuring some 110 km in length and 24 km in width. It is dominated by volcanic and sedimentary sequences and surrounded by intrusive granitoids, which contain rafts of greenstone. The margins of the belt are typically dominated by contact-metamorphosed basalts and banded iron formations (BIF).

The stratigraphic sequence evident within the belt is relatively simple, with three broadly continuous major geological units occupying a large north–south trending synclinorium. The lowest unit consists of a sequence of interbedded BIF and mafic and ultramafic volcanic units overlain by ferruginous shales, shales and thin cherts. The central unit consists of a sequence of basalts and felsic volcanic rocks, contemporaneous dolerites, and lesser ultramafic volcanic rocks and interflow sediments. The central unit has been intruded by differentiated gabbroic sills, which range in composition from ultrabasic through to pyroxenite to gabbro. The uppermost unit consists of shales, black shales, siltstones and minor cherts, with rare conglomerates and dolostones. Late-stage, generally massive, granitoids intrude along the length of the belt.

These granitoids, including monzonites, intrude along the length of the belt in generally north–south elongated zones and are subject to late brittle deformation. Silicification of country rock is widespread proximal to the margins of these monzonites. Proterozoic dykes are a prominent feature in the northern portion of the belt and are more or less absent elsewhere.

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Figure 3-3: Geological setting of the Sandstone Project, known mineral occurrences and key target areas Source: Westar, 2020

Several early phases of tight to isoclinal folding have affected rocks of the lower domain. Most fold axes now exhibit a general north–south trend. The entire belt has been folded about tight north-northwest axes, producing two synclines separated by a narrow anticline in the central domain. The western syncline appears to be doubly plunging, suggesting late open folding under an east–west stress regime.

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Complex faulting is present throughout the belt, with many lithological units being fault bounded. Prominent deformation also occurs as regional-scale north-northwest-trending ductile shear zones. These zones are interpreted to have a sinistral displacement and include the Bolger Well, Gidgee, Victory Well, Tokay and Wilson’s shear zones. Dextral and sinistral northwest faulting is also common in the region and this may also have affected the distribution of mineralisation in the Gidgee mine area. These zones occur in close proximity to gold occurrences at the Bolger Well, Gidgee, Victory Well, Tokay and Wilsons deposits.

The principal structure in the belt is the Gidgee Shear Zone, which has been identified over 50 km of strike length in the southern part of the Project. The Wilson and Victory/Tokay shears form broad zones on the eastern side of the belt and coalesce to the north. The Bolger Well Shear Zone extends through the northern Sandstone tenement and the Gidgee Shear Zone extends through the southern Sandstone tenement.

The metamorphic rocks generally fall within the greenschist metamorphic facies, with chloride and sericite commonly present. Contact metamorphism of basalts and BIF at the belt margins have resulted in localised amphibolite grade, with amphibolites, garnet-muscovite and quartz-biotite assemblages recorded.

3.3.3 Nearby mines and deposits The area surrounding Westar’s Sandstone tenures is well endowed with gold mineralisation as demonstrated by mined production from the adjacent third-party owned Gidgee and Doherty’s gold mines, as well as the Gum Creek prospects held by Horizon Gold Limited and Gateway Mining Limited.

Mineralisation associated with the Gidgee Shear Zone occurs in two main areas, the Gidgee Mining Area and the Wyooda-Thangoo area, which includes the Heron and Heron South deposits. Mineralisation is developed near the southern end of the Wilson Shear in the Mount Townsend area (Wilsons deposit) and at the Toedter, Kearys and Omega deposits near the northern end of the structure.

The main area of workings, the historic Birrigrin Mining Centre, are excised from E57/1055, although workings extend along strike onto Westar’s Gidgee South EL. The Mining Centre was originally active between 1904 and 1912 and produced a total of 11,000 ounces from 9,000 tonnes from a series of underground workings (Davies, 1991).

Five main styles of gold mineralisation are recognised throughout the Gum Creek Greenstone Belt (GCGB):

• Shear-hosted gold within quartz-carbonate (±pyrite, pyrrhotite, galena and sphalerite) veins. Typically, the gold mineralisation is free-milling and locally high-grade (>20 g/t Au), forming within complex conjugate vein arrays associated with brittle dilational openings developed along major shear zones within competent mafic host rocks. Carbonate-sulphide wall rock alteration is common about mineralised zones and extensive supergene enrichment often overlies the primary mineralisation zones. Deposits of this type represent the dominant mineralisation type at Gum Creek and include the Swan Bitter, Swift and Kingfisher deposits. • Quartz veins comprising sulphide-poor sheeted and anastomosing quartz veins and lenses developed in shear zones straddling granodiorite contacts within the GCGB. Grades are typically between 1 g/t Au and 5 g/t Au. • Ductile shear-hosted gold of two principal types: − Arsenopyrite dominant – Fine-grained gold associated with sulphide-rich, intense biotite- sericite altered narrow ductile shear zones. Gold grades are typically in the range between 5 g/t Au and 10 g/t Au. Arsenopyrite and pyrrhotite are the dominant sulphide species, with

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most gold being refractory contained within the arsenopyrite. Examples of this style of mineralisation are the refractory deposits of Wilsons, Shiraz and Heron South. − Pyrite dominant – Fine-grained gold associated with sulphide-poor, broad ductile shear zones developed within mafic host rocks. Shearing is typically defined by weak biotite alteration, up to 1% fine pyrite and a sparse network of thin (1–3 mm thick) quartz veins. Gold grades are typically in the range between 0.5 g/t Au and 1.5 g/t Au and the mineralisation is free-milling. The Howards deposit is representative of this mineralisation style. • BIF-hosted mineralisation with quartz-pyrrhotite veining and pyrrhotite replacement of magnetite mesa-bands forming narrow steep-plunging shoots of limited length and width but extending to depth. This mineralisation style occurs in fold hinges within BIF marginal to major north–south shear zones and is similar to the Hill 50 mineralisation at Mount Magnet. Grades are typically in the range between 1 g/t Au and 10 g/t Au and the mineralisation is free-milling. The Omega and PSI prospects are representative of this mineralisation style. • VMS/sedimentary exhalative (SEDEX) has been identified at the Altair prospect and comprises broad copper mineralisation associated with pyritic black shales and intermediate volcanic units, which are intensely chlorite and/or biotite altered, with lesser silica.

Further enhancing the prospectivity of the Sandstone region is the recent recommissioning of the Cue/Tuckabianna operations (located 30 km to the northeast of Winjangoo – refer Westgold Resources Limited’s ASX announcement dated 4 March 2020) and the Kirkalocka Gold Mine (some 35 km south of Coolaloo – refer Adaman Resources Limited’s website).

3.4 Previous exploration The area now covered by Westar’s Sandstone Projects has formed part of various tenement packages explored by a number of different companies over its history. Previous exploration was largely focused on near-mine environs or known shear zones and structures with more regional exploration comprising shallow rotary air blast (RAB) and soil geochemical sampling programs. Various targets have been defined within the current Project tenures by former explorers, many of which are considered by Westar to remain inconclusively tested. In addition, large areas of the project remain essentially unexplored despite covering favourable geological and structural settings.

Gold was first discovered near Sandstone in 1895 and the Black Range gold district was proclaimed shortly afterwards (Otterman, 1990). However, it was not until the mid-1920s that gold was discovered 90 km to the north near the Gidgee homestead at the Swan Bitter and North End prospects. By 1926, the North End mine and the mining community of Jonesville (now Gidgee) had been established. About that time, the Swan Bitter prospect was also discovered 300 m northeast of the North End mine. A combination of open pit and shallow underground mining during the 1930s and 1950s recorded gold production of around 21,000 oz from 71,000 t of ore before closure of the mines (Otterman, 1990).

From 1953, International Nickel, Western Mining Corporation Limited, Amax Exploration Australia, Inc. and Amoco Minerals Australia Company conducted exploration for base metals in the Gidgee area, but without success. Most of this work was concentrated in the lower parts of the Archaean volcano sedimentary sequence, close to its margins with the enclosing granites.

In 1973, Australian Anglo American Ltd conducted exploration for gold in the Jonesville area, completing grab and channel sampling of the old workings and drilling two fences of inclined percussion drill holes adjacent to the extremities of the old North End workings to a maximum down-hole depth of 25 m. Despite encouraging results, the project was subsequently abandoned.

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More recent exploration around the historical Jonesville workings between 1983 and 1987 by Amoco Minerals Australia (later Cyprus Minerals Australia) further delineated five prospects: North End, Swan Bitter, Wren, Emu Feather and Eagle. These were reported with combined pre-mining Ore Reserves of 2 Mt grading at 3.38 g/t Au (Otterman, 1990). Exploration success led to the recommencement of operations in April 1987 at the North End and Swan Bitter prospects. Recorded production in the first 12 months of operation was 44,761 oz from 421,900 t of ore (Otterman, 1990).

An intermittent history of production and ownership changes ensued (Arimco Mining Pty Ltd, Australian Resources Ltd, Abelle Pty Ltd). Until closure in March 1999, 37 open pits and 3 underground mines had been developed, of which 2 open pits and 1 underground mine were in operation at the time of closure. Over the 12-year period between 1987 and 1999, a total of 7,746,348 t of ore was treated at an average grade of 3.6 g/t Au for 851,682 oz Au recovered (Maynard, 2004).

Abelle Limited (Abelle) acquired Gidgee (now known as the Swift, Swan, Kingfisher and Heron South deposits) in October 1999 and resumed production in February 2000. Mining was mainly carried out in the South Woodya, Donkey Well and Wahoo open pits and the Swan Bitter underground operation. At the end of 2002, Abelle ceased mining in open pit operations but continued production from the Swan Bitter underground. In February 2003, Harmony Gold Mining Company Limited (Harmony) launched a takeover offer for Abelle, focused on acquiring Abelle’s mining assets in Papua New Guinea. At the end of April 2003, Gidgee briefly became part of Harmony’s Australian operations.

In November 2003, Legend Mining Limited (Legend) purchased the Gidgee operation and assumed control of the mine on 17 December 2003. At the time, Gidgee had produced more than1 Moz of gold (Legend, 2003), principally from the Swan-Swift, Kingfisher, Omega and Montague mining areas. Production at Gidgee was reduced, and the company carried out additional exploration. In March 2005, Legend placed the mine on care and maintenance, citing rising operating costs and a static gold price making the operation less viable (Legend, 2005).

In 2007, Apex Minerals Limited (Apex) acquired the nearby Gidgee project from Legend with a focus on recommencing mining from the Wilsons and Shiraz deposits.

In February 2011, Panoramic Gold Limited (Panoramic) purchased the Gidgee tenements from Apex and in June 2012, the adjacent Wilsons deposit. During 2011–2012, Panoramic completed resource extension drilling programs which led into a scoping study investigating open pit mining from Swan Bitter, Swift, Howards, Toedter and Specimen Well and underground mining at Wilsons. In 2015, Panoramic acquired heliborne electromagnetic (EM) and ground gravity geophysical datasets over much of the GCGB. These data were integrated with existing magnetic surveys, geological mapping and drill hole databases. In 2016, induced polarisation (IP) geophysical surveying was completed over the Wilsons deposit and a scoping study was completed on open pit mining at the Swan, Swift and Howard deposits with processing via conventional gravity and carbon-in-leach treatment.

In 2016, Panoramic completed a partial divestment of its Gum Creek Project to Horizon Gold Limited (Horizon). Various studies continued on these tenements under the control of Horizon between 2016 and 2020 including the Swan Premium underground study, open pit evaluations and feasibility studies for the Swan and Swift prospects. No mining or processing activities have occurred since 2005.

In July 2011, Mayan Iron Limited (Mayan) acquired two tenements in the GCGB in its search for iron ore and gold mineralisation. Mayan completed geological reconnaissance, geochemical sampling (rock chip) and limited RC drilling, as well as reprocessing and merging various aeromagnetic datasets. By 2016, these had been progressively divested following a company name change (to Anson Resources) and new mineral strategy (focus on lithium, graphite and new energy metals).

In 2018, Rafaella entered into a conditional agreement to acquire E 53/1920 and E57/055 from Topdrill Pty Ltd before completing auger soil geochemical sampling program over both tenures, collecting

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2,110 samples. In 2019, Rafaella completed further soil geochemical sampling to infill areas of interest with a further 305 samples collected. In addition, 24 rock chip geochemical samples were collected during the soil sampling program. These sampling programs confirmed previous anomalous results and highlighted the Bonza Bore area as requiring further work, with RAB or aircore drill testing recommended. While initial follow-up work was completed, Westar considers further exploration to be warranted.

Four key target areas were defined comprising key geological and structural settings, namely Bills Bore, Fairy Well, Bonza Bore and Birrigrin Trend. As announced by Rafaella (ASX Announcement 17 December 2018), these targets comprise the following areas:

• Bills Bore was originally defined by historical soil sampling, and the historical anomaly has been both confirmed and extended by Rafaella. • Fairy Well is a historical gold working with a coincident gold-in-soil geochemical anomaly, where RAB drill testing returned 1 m averaging 6 g/t Au and 1 m at 8 g/t Au (see slide 29 of Legend’s 30 May 2005 announcement). • Bonza Bore is historically the largest gold-in-soil geochemical anomaly in the area and is interpreted to represent a northwest striking zone located potentially in a favourable setting for dilation near a contact with a nearby granite intrusive. • Birrigrin Trend is a northwest trending geochemical anomaly located along strike of the historical Birrigrin Mining Centre and the Brifter Prospect (held by Horizon).

3.5 Proposed exploration The primary gold deposits discovered elsewhere within the GCGB to date tend to be narrow, and individual lodes small in tonnage, but relatively high in grade. From an exploration perspective, this footprint makes targeting difficult. Due to the paucity of outcrop and the deep weathering that characterises the district, geological mapping has generally been confined to exposures around the historical workings and over outcrop adjacent to the granites. Soil geochemical sampling and geophysical surveying have been used in conjunction and proved useful in target generation through the identification of potentially mineralised structural and stratigraphic positions. While widespread, exploration to date has been limited in its depth extent, and the possibility of a large or high-grade discovery cannot be excluded. Some primary deposits away from the Gidgee mining area are refractory, including those at Wilsons, while others, such as Omega, are not. Each area must therefore be assessed on its own merits.

Going forward, Westar plans to undertake further geological mapping and geophysical surveying as well as reappraisal of the available datasets to define targets for near-term aircore drilling. Geophysical methods will be used to assist in targeting at prospects with less pronounced geological attributes. RC drilling is planned at the two main SkyTEM (an open file DMIRS airborne EM geophysical dataset) targets. Subject to the results of this initial assessment phase, follow-up RC drilling will be considered over the medium to longer term to test the lateral and depth extents of any significant anomalies defined.

In addition to its gold potential, Westar will also consider the potential for other metals in light of recent exploration by Horizon on its adjacent Gidgee tenures. Horizon’s work has highlighted the potential of both downhole EM (DHEM) and moving loop EM (MLEM) geophysical surveying to identify base metal mineralisation in the region. This follows the recognition of similarities and proximity between a cluster of SkyTEM anomalies identified in the area in 2015 and the known electromagnetic response of the Altair VMS zinc-copper mineralisation along the western boundary of Horizon’s project area (refer Horizon ASX release 24 July 2019).

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To this end, Westar has proposed the following staged exploration activities.

Pre-IPO

• Complete airborne magnetic and radiometric geophysical surveying (100 m spaced lines) over the entire Gidgee North EL prior to data processing and interpretation. • Undertake additional data processing and detailed interpretation of the SkyTEM open source geophysical dataset to provide further gold and base metal drill targets at Gidgee North. • Carry out an independent appraisal of the Gidgee North and Gidgee South geochemical datasets. • At Gidgee South, complete a high-resolution (50 m line spacing) airborne magnetic and radiometric geophysical survey over the entire lease area prior to data processing and interpretation.

Post-IPO

• At Gidgee North, undertake inclined aircore drilling over key regional geochemical targets (9,000 m, to an average depth of 100 m) and RC drilling of the two main SkyTEM targets (600 m, to an average depth of 150 m). • At Gidgee South, complete staged, inclined aircore drilling over key geochemical targets (9,000 m, to an average depth of 100 m) and, pending successful completion of the aircore program, complete follow-up testing at depth by RC drilling (900 m, to an average depth of 150 m). • Complete support activities required to gain relevant approvals (including fauna/floral surveys) and undertake site preparation/rehabilitation works. • Carry out DHEM geophysical surveying of the RC drill holes, with associated data processing and modelling. • Composite all aircore samples (4 m) with gold sampling for all composites and end-of-hole multi-element analysis. • Assay RC samples (1 m) for gold only at Gidgee South and (2 m) for multiple elements at Gidgee North. • Complete ongoing geophysical data processing and interpretation. • Complete reconnaissance and targeted geological/structural and alteration mapping of the tenure and key target areas.

From SRK’s assessment of the exploration data it is evident that the Sandstone Project and surrounds have been widely explored, but there are sizeable areas which remain to be systematically tested using modern exploration techniques (particularly at Gidgee North), are untested (particularly at depth) or remain to be adequately tested. SRK recognises that a geologically driven exploration strategy, as presented by Westar, provides potential for the discovery of new gold deposits associated with known geochemical–geophysical and structural targets. SRK agrees with Westar that the project area is prospective for structurally controlled gold deposits, as demonstrated by the widespread presence of deformed, sheared and veined units hosting historical gold workings. SRK considers the project to be at an early to advanced stage of exploration; however, several conceptual targets remain untested and require further investigation. In this context, the work program proposed by Westar is justified.

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4 Mount Magnet Projects 4.1 Location and access Westar’s Mount Magnet Project comprises two separate ELs (Winjangoo and Coolaloo) situated in the Murchison Mineral Field and within the Cue (SG50-15) and Kirkalocka (SG50-3) 1:250,000 scale and Mount Magnet (2441) and Wynyangoo (2542) 1:100,000 scale map sheets. The nearest town is the historical gold mining centre of Mount Magnet (Figure 4-1).

Figure 4-1: Location of the Mount Magnet tenures and nearby mines Source: Westar, 2020

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The Winjangoo EL is located approximately 500 km northeast of Perth and 25 km north-northwest of the Mount Magnet township. The tenement is split into a northern and a southern component. Access is via the Great Northern Highway then four-wheel drive accessible pastoral station tracks and fence lines that vary from well to poorly maintained.

The Coolaloo EL is located approximately 430 km northeast of Perth and 25 km south-southwest of the Mount Magnet township. Access is via the Great Northern Highway then four-wheel drive accessible pastoral station tracks that vary from well-kept graded access to the homesteads to less maintained fence lines and bore access tracks.

4.2 Physiography and climate The general topographic relief of the Mount Magnet projects is characterised as gently undulating and ranges from approximately 380–440 m above sea level.

In general, the region is an arid climate and experiences hot dry summers with temperatures ranging between 20°C and 38°C and cool dry winters with temperatures ranging between 7°C and 21°C. Precipitation is erratic, mostly occurring during the summer months between December and March, with a mean annual rainfall of about 250 mm.

The vegetation of the region is predominantly mulga low woodland on plains, reduced to scrub on hills.

There are no material topographic or climatic impediments to year-round exploration and development activities.

4.3 Geological setting

4.3.1 Regional geology The greenstones of the Murchison Domain include metamorphosed mafic, ultramafic, sedimentary, and volcanic sequences that vary in abundance and character from belt to belt, but are dominated by mafic rocks (Spaggiari, 2006).

The northern Murchison Domain contains several greenstone belts. These greenstones are collectively referred to as the Murchison Supergroup and divided into three groups: (1) the c. 2814–2800 Ma Norie Group of mafic volcanic rocks, felsic volcaniclastic sandstones and BIF; (2) the c. 2785–2734 Ma Polelle Group of mafic volcanic rocks, felsic volcanic and volcaniclastic sedimentary rocks and BIF; and (3) the c. 2724–2700 Ma Glen Group of coarse clastic sedimentary rocks and komatiitic basalt (Van Kranendonk and Ivanic, 2009). A fourth, older (c. 2950 Ma) group is present in the Mount Gibson–Golden Grove area to the south.

Deposition of the supracrustal rocks was followed by widespread and voluminous emplacement of granitic rocks from c. 2732–2592 Ma. The granitic rocks are divided into the c. 2732–2682 Ma Big Bell Suite, the c. 2686–2657 Ma Tuckanarra Suite, and the c. 2665–2640 Ma Jungar Suite. Post-tectonic granites of the c. 2647–2592 Ma Bald Rock Supersuite are divided into the Walganna and Wogala Suites.

Westar’s Mount Magnet ELs (Winjangoo and Coolaloo) sit within the north–south trending Meekatharra–Wydgee greenstone belt. The project areas are dominated by mafic units and komatiitic basalts assigned to the Polelle Group, flanked by the younger granitic rocks mentioned above. The dominant structure in the region is the north–south trending Mount Magnet Fault. Location of major crustal structures typically occurs at or around the boundaries of crustal blocks. The correlation of gold deposits/camps with major crustal structures like the Mount Magnet Fault demonstrates the fault’s importance in the localisation of hydrothermal systems and fluid flux (Mole et al., 2015).

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4.3.2 Project geology Winjangoo The greenstone units of the Winjangoo EL comprise a thick sequence of gabbro and are bounded by granite to the east and the west. The gabbro is subdivided into a general gabbroic unit and a strongly differentiated gabbro with interlayered units of serpentinite, peridotite and talc-chlorite-tremolite schist with the gabbroic body, which is interpreted to be a composite intrusion, rather than a single magma chamber. These supracrustal rocks are flanked by younger granites of the Tuckanarra Suite and the Bald Rock Supersuite (Figure 4-2).

Figure 4-2: Winjangoo geological setting and previous soil geochemical sampling Source: Westar, 2020

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Coolaloo The greenstone units of Westar’s Coolaloo EL are flanked by younger granites of the Big Bell Suite belonging to the Austin Downs Supersuite. Outcrop throughout most of the tenement is poor, with sandplain and claypan/lake sediments, alluvium, and colluvium obscuring most of the granite and greenstone lithologies. Laterite is poorly developed (where present – generally over granite) with only a few irregular patches on the southern and northwestern margins of the Coolaloo Dome.

The eastern granite–greenstone contact is marked by strong shearing and local quartz veining and silicification.

The strike extensions of the bulk of the greenstone belt are under cover, though BIF and mafic lithologies have been intersected by previous explorers during regional RAB drilling, suggesting a fairly consistent north–south strike for most of the Mount Magnet–Wydgee greenstone belt.

One area of strongly foliated and lineated quartz-magnetite mylonitic ‘BIF’, up to 100 m east–west by 500 m north–south, outcrops erratically on the southern margin of the Coolaloo Dome, near the southwest corner of the tenement. Individual mylonitic ‘BIF’ units vary from 5 m to 50 m wide and are separated by strongly foliated granite containing minor massive dolerite intrusions or lenses of foliated amphibolite. The appearance, setting and aeromagnetic characteristics of the ‘BIF’ units could conceivably be consistent with an extensional lag structure. This area is mapped as ‘contact migmatite’ on the Kirkalocka 1:250,000 geology sheet.

A similar mylonitic ‘BIF’ unit, representing the same proposed extensional lag structure, occurs further north on the western margin of the Coolaloo Dome. Here, the strongly foliated and lineated quartz- magnetite mylonitic ‘BIF’ unit is north-northeast trending and subvertical dipping, 20–30 m wide, with a strike outcrop of 100–200 m.

Subcropping strongly foliated amphibolite, pyroxenite, and granite occur in an area of calcrete, claypan and sand cover about 2 km to the east of the eastern margin of the Coolaloo Dome. This previously unrecorded enclave of greenstone coincides with a high magnetic folded feature (up to 1 km east– west by 2–3 km north–south) on the detailed aeromagnetic survey data and raises the possibility of other greenstone remnants occurring near the margins of the Coolaloo Dome.

The aeromagnetic data and published maps also indicate the presence of several north–east trending structures located immediately east of the tenement, which are analogous to late-stage ‘Boogardie Break’-style structures (which are an important control on mineralisation at Mount Magnet). The westernmost north–east trending structure (the Kirkalocka or Jumbulyer Fault) has up to 2 km of dextral displacement.

The margins of the Coolaloo Dome, in the centre of the tenement, are strongly magnetic and are interpreted by Westar to reflect the presence of a haematite-magnetite-quartz mylonitic shear zone developed as an extensional lag structure adjacent to a granite contact (such as in the Sons of Gwalia and Big Bell regions). This feature has poor outcrop, but is well defined by the magenta colours on the aeromagnetic imagery (Figure 4-3).

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Figure 4-3: Coolaloo previous drilling overlain on aeromagnetic image Source: DMIRS, Westar, 2020

4.3.3 Nearby mines and deposits Westar’s Winjangoo Project is situated approximately 25 km northwest of the Mount Magnet gold mining camp and approximately 150 km southwest of the Meekatharra group of mines. The Coolaloo Project lies approximately 25 km south of the Mount Magnet gold mining camp and 35 km north of the Kirkalocka gold project. All are located within the Meekatharra–Wydgee greenstone belt.

Historically, the Mount Magnet region has produced over 6 Moz of gold since its discovery in 1891 (Ramelius website). Production at Mount Magnet was centred on the Hill 50 gold mine, which produced more than more than 2.1 Moz of gold (Ramelius website).

Two main types of mineralisation are recognised at Hill 50 (Thompson et al., 1990): (1) BIF-hosted mineralisation, and (2) quartz vein mineralisation composed of intensely deformed basalt-hosted vein systems or late-stage ultramafic- and mafic-hosted veins in shears.

Significant gold mineralisation is also found in porphyritic felsic units of the Boogardie Basin immediately southwest of Hill 50. Mineralisation generally occurs as stockwork-style sericite-silica-

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pyrite veining and alteration within felsic porphyry units intruded into ultramafic flow sequences. Gold mineralisation tends to occur along felsic margins adjacent to the ultramafic contact. The Mount Magnet operation is currently owned and operated by Ramelius.

The Kirkalocka gold project was built and operated by Equigold NL between 2002 and 2008, with the project centred on the Curara Well gold deposit. In total, 311,240 oz of gold was mined from 6,585,455 tonnes at an average grade of 1.47 g/t gold (Adaman website) before the project entered care and maintenance in 2008 and was eventually sold on.

Adaman Resources Limited acquired and recommenced production of the Kirkalocka project in late 2019 (Adaman website).

The Curara Well gold deposit is dominated by two lithologies: tonalite in the west and an amphibolite unit in the east. Both units are mineralised, as is their intrusive contact. Felsic quartz-porphyry dykes cross-cut the sequence and are also present as dykes parallel to that contact. Gold mineralisation is associated with quartz-epidote-actinolite-feldspar-pyrite-chalcopyrite-gold veinlets, which are controlled by a northwest-plunging tonalite intrusive.

There are no known mineral occurrences recorded on Westar’s Coolaloo EL in the DMIRS MINEDEX database of mines and mineral deposits.

4.4 Previous exploration

4.4.1 Winjangoo Between 1988 and 1989, Brunswick Gold NL (Brunswick) conducted detailed geological mapping and a bulk leach extractable gold (BLEG) soil geochemical sampling program in the project area. Brunswick completed six RC holes for 360 m in an area of old mine workings just outside of the current project area. Assays from these holes returned two narrow intercepts averaging 1 m at 1.54 g/t gold from WYRCP3 (22–23 m downhole) and 1 m at 1.54 g/t gold in WYRCP4 (61–62 m downhole).

In 1992, Newcrest Mining Limited conducted desktop studies and detailed geological mapping in the project area. In 1994, the tenement was transferred to Westgold Resources NL as part of the acquisition of the Tuckabianna gold mine approximately 50 km to the north-northeast of the project, before being sold on to Castle Hill Resources NL in JV with Cove Mining NL. Exploration during this period included field mapping, rock chip sampling, ground magnetic geophysical surveys and limited soil sampling.

Equinox Resources NL explored the current Winjangoo project area (as part of a larger tenement holding) for unmapped and buried greenstone lithologies with a limited lag geochemical sampling program, with a maximum result of 14 ppb gold returned against a background of less than 1 ppb gold.

Between 2011 and 2014, Doray Minerals Limited conducted extensive exploration surrounding and over the current project area (Figure 4-4, with regional gravity image and ‘hotter’ colours representing higher gravity, possibly related to more mafic lithologies and/or structural thickening of mafic lithologies), with activities including reinterpretation of aeromagnetic geophysical data, RC drilling (to the north of the Winjangoo project), soil, lag and rock chip geochemical sampling, and a vegetation litter sampling program. Numerous soil samples returned values in excess of 20 ppb gold, with a maximum value of 2,059 ppb gold returned (relative to a background <1 ppb gold), although this was interpreted to be related to the known workings, which were located in relative proximity to the sample sites.

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Figure 4-4: Soil geochemistry of the Winjangoo project area over regional gravity Source: Westar, 2020

4.4.2 Coolaloo Since the late 1970s, numerous companies have conducted exploration programs over the area covered by Westar’s current Coolaloo EL mostly as a part of larger, more regional tenure holdings. Between 1987 and 1989, Brunswick explored the most northeast portion of the current tenement and a small area beyond. It defined various geophysical targets that were subsequently investigated by BLEG soil geochemical sampling programs. Over six of the target areas were mapped in some detail.

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In 1992, Dominion Mining Limited undertook aeromagnetic interpretation followed by several traverses of shallow RAB and aircore drilling over the eastern portion of the greenstone belt. No significant intercepts were returned.

Between 1994 and 1995, Equinox Resources NL (in JV with Dominion Mining Limited) completed most of the historical exploration work over the project area. Equinox Resources NL considered the region prospective for Mount Magnet-style structurally controlled Archean gold mineralisation and that the highly magnetic margin of the Coolaloo Dome was prospective for extensional lag structures such those in the Sons of Gwalia and Big Bell regions. Equinox completed 43 RAB holes for 881 m over three of four defined aeromagnetic geophysical targets, with drilled depths varying from 1 m to 60 m, averaging around 20 m. A maximum assay of 0.16 g/t Au was returned at 0–4 m downhole depth in hole WORAB40.

In 1996, Plutonic Resources Limited completed 72 RAB holes in the project area for 2,168 m at an average depth of 30 m. A large percentage of holes were abandoned due to difficult ground conditions and the company was unable to adequately test the underlying bedrock. No significant gold values were returned from the project.

In 1997, Croesus Mining Limited collected 78 reconnaissance soil and rock chip geochemical samples over the northwest corner of the current project area. Only five samples returned values in excess of 0.5 ppb with the highest value being an isolated value from soil over granite (0.78 ppb gold).

In 2005, Equigold NL conducted an extensive soil sampling program (424 samples) and completed 3 aircore holes at the Matahari Prospect, which reportedly encountered sand and clays over a coarse- grained biotite ultramafic unit. No significant assays were returned from the drilling. The highest value returned from the soil sampling program was 8 ppb gold from a sample in the southwest corner of the current project. No significant assays were returned.

Between 2012 and 2015, Dragon Energy Limited held tenure over the current project area as its Carter’s Well Project. Dragon completed a mobile-metal-ion (MMI) soil geochemical sampling program based on 800 m spaced lines (for 708 samples) focusing on ‘Boogardie Break’–type structures within the Coolaloo Dome. Four anomalous zones were defined via response ratio analysis, with only one of the anomalies subsequently drill tested (seven RC holes for 715 m) before the project was relinquished. No significant assay results were returned from this project drilling, with maximum reported values of 0.06 ppm Au, 0.8 ppm Ag, 18 ppm As, 325 ppm Cu, 52 ppm Pb and 175 ppm Zn.

In 2016, Eastern Goldfields Exploration, a private company, explored the area conducting further MMI sampling over the areas previously sampled by Dragon Energy Limited, followed by a ground-based EM geophysical survey. This work highlighted elevated base metal responses in association with the Murolli basalt, but the company elected to focus its attention on other tenure areas to the north and relinquished the ground.

In September 2019, Westar conducted a detailed, 50 m line spaced aeromagnetic geophysical survey totalling 3,287.9 line kilometres over the Coolaloo Project area. These data are currently being processed and interpreted, and the results will inform Westar’s near-term exploration program.

4.5 Proposed exploration To date, considerable exploration and mining have been carried out within the Mount Magnet district, with over 6 Moz Au produced (Ramelius website). Despite this, there remain large areas that have not been subject to modern, systematic exploration as parts of the greenstone belt were typically held as a regional-scale tenure package by previous explorers. However, recent deeper drilling by Ramelius at Mount Magnet (Eridanus deposit) has also demonstrated that continued exploration, particularly at depth, remains capable of rapidly defining new gold zones and expanding the defined

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resource base even within established mining operations. Within this context, Westar’s initial exploration strategy for its Winjangoo and Coolaloo project areas has two main objectives: firstly, to undertake compilation of all of the existing data to assess the effectiveness of the previous drilling and geochemical programs as a means of determining the location, orientation and dimensions of potential mineralised zones, and secondly, to locate additional gold targets within the current tenures. To this end, Westar has proposed a compilation of all previous exploration, drilling, geochemical and geophysical data to identify patterns and trends in the data. Further, Westar has proposed the following staged exploration activities:

Pre-IPO

• Carry out an internal data compilation and appraisal exercise using the available geophysical, geological and geochemical datasets. • Due to the presence of widespread transported overburden, complete soil geochemical sampling programs including possibly MMI, over the Winjangoo (750 samples) and Coolaloo (500 samples) ELs. • At Winjangoo, initiate a high-resolution (50 m line spacing) aeromagnetic geophysical survey over the northern portion of the southern lease area prior to data processing and interpretation.

Post-IPO

• At both ELs, undertake inclined aircore drilling over key targets (13,000 m, to an average depth of 100 m). • Complete support activities required to undertake site preparation/rehabilitation works. • Carry out DHEM geophysical surveying of the Coolaloo RC drill holes, with associated data processing and modelling. • Composite all aircore samples (4 m) and assay for gold only and multiple elements at end of hole. • Complete ongoing geophysical data processing and interpretation at both projects. • Complete reconnaissance and targeted geological/structural and alteration mapping of the tenure and key target areas.

From SRK’s assessment of the exploration data, it is apparent that the main zones of gold mineralisation within the Mount Magnet project have been tested but not comprehensively explored. A fresh geologically driven approach, as advocated by Westar, provides the potential for further success. SRK concurs with Westar that the project is prospective for structurally hosted gold zones. Recent work by Westar has defined several trends that appear to be controlling the distribution of gold mineralisation. As such, SRK considers that the Mount Magnet project is worthy of further exploration to the extent being proposed by Westar.

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5 Southern Cross Projects 5.1 Location and access Westar’s Southern Cross Project comprises two separate tenure holdings (Mount Finnerty and Parker Dome) situated in the Coolgardie and Yilgarn Mineral Fields, respectively, and within the Kalgoorlie (SH51-09) and Southern Cross (SG50-16) 1:250,000 scale, and Mount Walter (2936) and Cheritons Find (2834) 1:100,000 scale map sheets. The nearest towns are Southern Cross and Marvel Loch (Figure 5-1).

The Mount Finnerty EL is located approximately 430 km east-northeast of Perth and 100 km northeast of Southern Cross. Access to the project is via the Great Eastern Highway through the town of Southern Cross then a further 100 km east. The Perth–Kalgoorlie Railway and Mineral Resources Limited’s Carina iron ore mine camp lie 45 km north. Access to the tenement is 35 km northwest along either four-wheel drive accessible tracks or along the Carina mine haul road (non-operational), pending access approval from Polaris Metals Pty Ltd.

The Parker Dome EL is approximately 60 km south-southeast of the Southern Cross township. Access to the project is via the Great Eastern Highway, via either the Southern Cross–Marvel Loch Road or the Parker Range Road from Southern Cross to Marvel Loch, and the well-maintained gravel road from Marvel Loch to Forrestania. Only limited gridlines and previously cleared exploration lines exist within the lease.

5.2 Physiography and climate The general topographic relief of the Southern Cross area is characterised as gently undulating and ranges from approximately 370–490 m above sea level.

In general, the climate of the region is semi-arid characterised by hot dry summers with temperatures ranging between 16°C and 35°C and cool dry winters with temperatures ranging between 4°C and 19°C. Precipitation is spread evenly throughout the year, with January and July the wettest months and a mean annual rainfall of about 300 mm.

The region is moderately to densely wooded with a combination of eucalypt sclerophyll woodland, mallee heath, acacia scrub or ground cover comprising bluebush, saltbush and native grasses.

There are no material topographic or climatic impediments to year-round exploration and development activities.

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Figure 5-1: Location of the Southern Cross tenures and nearby mines Source: Westar, 2020 5.3 Geological setting

5.3.1 Regional geology The Southern Cross Domain contains at least six greenstone belts (Figure 3-2). Westar’s Southern Cross Project sits within the Marda–Diemals (Mount Finnerty) and Southern Cross greenstone belts (Parker Dome).

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5.3.2 Project geology Mount Finnerty Westar’s Mount Finnerty Project is located on the Archean Marda–Diemals greenstone belt, which trends north-northwest to south-southeast, extending from the Marda Complex in the northwest to Mount Walter in the south. The Marda–Diemals greenstone belt consists of deeply weathered, mostly soil-covered volcanic and sedimentary rocks flanking ridges made up of more resistant BIF and banded chert. Outcrop is generally confined to ridge crests with flanks mantled by scree.

The greenstone belt is comprised of lower and upper greenstone successions and structural elements (Chen et al., 2003; Zibra et al., 2017), comprising mafic to ultramafic volcanics, mafic intrusives, komatiitic and tholeiitic basalts, andesitic basalts, pelitic sedimentary rocks and intercalated BIFs and cherts. BIFs are frequently associated with mafic greenstones and typically form strike-continuous ridges with individual units up to 100 m thick. The stratigraphy is considered to be east-facing, with ultramafic units more common on the western side grading up-sequence into basalts and sediments with intercalated BIFs and cherts on the eastern side. The greenstones and associated formations are bounded to the east and west by foliated gneissic granites. Lithologies within the project area have undergone lateritic weathering, which has produced deep saprolite over much of the area and intermittent surface iron enrichment over BIFs.

Numerous dislocations in the distribution of rock units within the greenstone belt have been interpreted from aeromagnetic data. The most prominent is a set of north-northeast to south-southwest trending fractures with substantial offsets (such as faults and shear zones), which are relevant to gold exploration.

Mineralisation encountered at the Mount Finnerty Project is typically associated with mafic volcanics along an irregular and often sheared granite contact. Most of the mineralisation is located proximal to the granite/mafic lithological contact where the intrusion of the granite has fractured and inter-fingered with mafics and the granite develops a biotite-rich gneissic texture. Quartz veining and sericite alteration is associated with local shearing as is common disseminated sulphide (pyrite) mineralisation, which can form a significant (5–10%) part of some intersections. Secondary mineralisation appears to be associated with the adjacent felsic volcanic units. Supergene enrichment of gold in a lateritic weathered profile is also seen above the Flinders prospect, as it is at the neighbouring Tasman prospect.

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Figure 5-2: Bedrock geology and historical drilling over the Mount Finnerty Project Source: Westar, 2020

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Figure 5-3: Oblique long-section of the Flinders prospect with anomalous drilling intercepts Source: Westar, 2020 Note: Figure compiled from PDF; relative level (RL) data were not available and a common RL is assumed.

Parker Dome Westar’s Parker Dome Project is located within the Southern Cross greenstone belt of the Southern Cross Domain, on the western margin of the northwesterly elongated Parker Dome – a poorly exposed, gneissic granitoid dome measuring approximately 40 km by 20 km. The dome is clearly visible in aeromagnetic geophysical imagery and is cross-cut by several east–west trending Proterozoic dolerite dykes. The aeromagnetic data also reveal a series of north–south linear features of unknown source that could conceivably be interpreted as being related to late-stage shearing or possibly attenuated, partly consumed greenstone remnants. Greenstones are arranged around the margins of the granitoid dome, and gold occurrences encountered in the area to date are confined to these greenstone margins. Transported cover, Cenozoic soils and dry lakes cover most of the tenement and outcrop is minimal.

In the vicinity of the project area, sheared lithological contacts are the primary control on the distribution of gold mineralisation with most production derived from shear-hosted deposits, such as Marvel Loch, Yilgarn Star and Frasers and to a lesser extent, fold hinge deposits (usually in BIF), such as Copperhead, Golden Pig and Bounty.

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Figure 5-4: Parker Dome – location, soil geochemical sampling and aeromagnetic imagery Source: Westar 2020

5.3.3 Nearby mines and deposits Mount Finnerty The closest and most recent mining activity in the area surrounding the Mount Finnerty EL is the Carina iron ore mine, owned and operated by Polaris Metals Pty Ltd, a subsidiary company of Mineral Resources Limited. The mine reserves were depleted in 2018 and the remaining mine infrastructure is under care and maintenance.

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All known gold deposits (including alluvial workings) south of Mount Finnerty (approximately 10 km south-southeast of the Mount Finnerty Project) are confined to the greenstone belt. Historical records of production from the gold mining centres are incomplete, but the most productive hard-rock mine was the Little Nipper underground gold mine (approximately 30 km south-southeast of the Mount Finnerty Project), which produced 1,564 tonnes of ore at an average grade of 149 g/t Au for approximately 232.6 kg or some 7,500 oz of gold (Reed Resources, 2014). Most of the other historical workings were on narrow vein-type and alluvial gold deposits to the north of the Jaurdi homestead (e.g. Drys Find, Breakaway). Parker Dome There are no known historical mine workings or mineral occurrences within Westar’s Parker Dome EL. Numerous small-scale historical gold mines lie along the western margin of the Parker Dome granitoid and to the north towards the township of Marvel Loch, within greenstone units.

5.4 Previous exploration

5.4.1 Mount Finnerty Westar’s Mount Finnerty Project and surrounding greenstone belt have been the subject of extensive exploration activities conducted over many years, primarily for gold, iron ore and nickel sulphide mineralisation styles. SRK was unable to locate any historical digital compilation of the exploration datasets for this review, which has been confirmed by Westar.

Western Mining Corporation Limited conducted systematic exploration of the Marda–Diemals greenstone belt for nickel in the early 1970s, including wide-spaced soil sampling and an IP survey.

The first comprehensive work exploring for gold at the project was undertaken between 1988 and 1990 by Fimiston Mining Limited in a JV with Red Riving Mining Limited. High- and low-level infrared aerial photography was taken and a geomorphological and lineament analysis study compiled. A low-level aeromagnetic survey was completed but no further work was carried out before the area was relinquished.

From 1992–1998, Dune Resources NL/Arimco Mining Pty Ltd and Goldfields Exploration Pty Ltd explored the current Mount Finnerty Project area and surrounding region under various JV and operator agreements. Subsequent exploration over the ‘Mt. Finnerty Joint Venture’ was conducted for gold and base metal mineralisation and included geophysical surveys, soil sampling, rock chip sampling, limited MMI sampling, RAB drilling and RC drilling. In the Mount Finnerty Project area, this work identified areas of gold anomalism in soils (>10 ppb gold) extending over several kilometres of strike at what is now referred to as the Flinders, Flinders Northeast and Tasman prospects.

Historical exploration across the Mount Finnerty Project has defined several prospects referred to as Flinders, Flinders Northeast and Tasman. Initial RAB and follow-up RC drilling at the Tasman and Flinders prospects returned numerous >1 g/t gold results (as summarised in Table 5-1), particularly at the Flinders prospect, with highlights including the following:

• MF8880/1376 – 9 m averaging 9.95 g/t Au from 51–60 m downhole depth • MF8580/1414 – 6 m averaging 14 g/t Au from 39–45 m downhole depth • MRFB040 – 8 m averaging 3.2 g/t Au from 48–56 m downhole depth • MF023 – 9 m averaging 98.2 g/t Au from 62–71 m downhole depth − including 4 m averaging 215.8 g/t Au from 62–66 m downhole depth • MF034 – 3 m averaging 6.4 g/t Au from 54–57 m downhole depth

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• MF038 – 24 m averaging 3.68 g/t Au from 45–68 m downhole depth − including 4 m averaging 12.6 g/t Au from 46–50 m downhole depth • MF044 – 4 m averaging 3.4 g/t Au from 57–61 m downhole depth • MFRC 029 – 1 m averaging 236.3 g/t Au from 126–127 m downhole depth.

In the early 2000s, Reed Resources Limited (now Neometals Limited) held tenure over the Mount Finnerty Project area as part of a larger land holding, also called the ‘Mount Finnerty Project’. Exploration activities carried out by Reed Resources Limited included detailed airborne geophysical surveying, rock chip geochemical sampling and flora and fauna surveys. Much of the area was explored for nickel sulphide mineralisation in a JV with Consolidated Minerals Limited over several years, and in in 2004 Reed Resources Limited entered a JV with Portman Iron Ore Limited (later Cliffs Asia Pacific Iron Ore Limited) to assess the iron ore potential of the ‘Mt Finnerty Project’. Only minor and low-grade iron mineralisation was intersected in drilling campaigns.

Polaris Metals Pty Ltd acquired the tenure in 2017 and conducted only limited regional reconnaissance on the iron ore potential of the tenement prior to relinquishment.

Table 5-1: Analysis of Mount Finnerty Historical Drilling Database – RAB/RC combined assay values

Assay values No_Drill Samples %_tot_samples No_Drillholes %_tot_Drillholes g/t_Au (≥) 0 14,605 100% 840 100% 0.1 1,441 10% 314 37% 0.25 689 5% 183 22% 0.5 355 2% 123 15% 1.0 159 1% 64 8% Source: Westar analysis, 2020

5.4.2 Parker Dome Between 1991 and 1993, Audax Resources NL completed an aeromagnetic survey, gridding, line clearing, soil sampling and RAB drilling in the southwest corner of the current Parker Dome project. Soil geochemical values returned a maximum of 192 ppb gold. Follow-up RAB drilling returned a maximum value in hole DLR023 of 1 m averaging 0.52 g/t Au from 0 m depth in transported overburden and 2 m averaging 0.38 g/t gold within ultramafic at a downhole depth of 38–40 m in hole DLR010.

Between 1993 and 1996, Gascoyne Gold Mines NL, on behalf of the ‘Dulcie Joint Venture’, completed an airborne aeromagnetic and radiometric survey, soil sampling and an aircore drilling program, again in the southwest corner of the current Parker Dome project. Drill holes intersected weathered granite beneath 4–6 m of transported overburden with a maximum value of 1 m averaging 146 ppb gold from a downhole depth of 0–1 m in aircore hole DLA030 within alluvial sediments.

Between 1996 and 1998, Sons of Gwalia Limited was the JV operator and conducted regolith mapping and an auger soil sampling program. Several anomalous gold results were returned (> 100 ppb gold) from 57 samples where the background was 2–3 ppb Au with a maximum value of 277 ppb Au.

Between 1997 and 2000, Abador Gold NL conducted auger sampling to a maximum depth of 1.8 m. Two broad >30 ppb gold-in-soil geochemical anomalies were identified with a maximum value of 132 ppb gold from 338 samples. Background gold from this program was <10 ppb. Follow-up RAB programs encountered difficulties drilling clays in the regolith and were rarely drilled to their planned depths.

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In 1998, Burracoppin Explorations (with Sons of Gwalia Ltd under an option agreement) carried out soil geochemical sampling and follow-up RAB drilling and delineated several low-order gold geochemical anomalies, which were poorly followed up.

Between 2006 and 2007, Polaris Metals NL undertook data compilation and interpretation of aeromagnetic geophysical data, which identified ‘Target A’ as a demagnetised and faulted Proterozoic dyke. No follow-up exploration was undertaken.

5.5 Proposed exploration The Southern Cross district hosts in excess of 150 gold deposits and has historically produced more than 15 Moz of gold (Bullseye Mining Limited website). It remains a highly active region for ongoing gold exploration and development activities as evidenced by Ramelius’ Marda Project (located some 100 km west of Mount Finnerty) and the development of the Tampia Project following the completion of the Explaurum takeover. To this end, Westar’s recent JV agreement with Ramelius enables the Company to capitalise on Ramelius’ operating experience and infrastructure, including a process plant at Edna May and knowledge of the district, to rapidly advance exploration over its Southern Cross holdings.

Under the terms of the JV agreement, once initiated, Ramelius is responsible for the design and funding of all exploration activities until a decision to mine milestone is achieved. As such, Westar is free-carried until this point and has only limited capacity to direct or influence Ramelius’ proposed work program and associated exploration budgets. SRK has been provided with documentation indicating that Ramelius has proposed the following staged exploration activities:

• At Parker Dome, complete initial auger geochemical sampling to test historical soil geochemical anomalies and subsequently undertake 22 aircore holes testing auger anomalies and geophysical targets (1,500 m). • At Mount Finnerty, undertake 3,500 m of RC drilling to test previously identified mineralisation and 9,000 m of aircore drilling to test strike extension. • Complete support activities required to undertake site preparation/rehabilitation works.

From SRK’s assessment of the exploration data, the Southern Cross Project is worthy of further exploration to the extent being proposed by Ramelius.

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6 Opaline Well Project 6.1 Location and access Westar’s Opaline Well Project is located in the Pilbara Mineral Field and is covered by the Marble Bar (SF50-08) 1:250,000 scale and Split Rock (2854) 1:100,000 scale map sheets. The project lies approximately 190 km southeast of Port Hedland and 35 km west of Nullagine, to the north of the Chichester Range on the western margin of a series of ridgelines (Figure 6-1).

Access is via the graded Nullagine–Marble Bar Road or alternatively via the Marble Bar–Hillside Road and then intermittently maintained four-wheel drive accessible pastoral tracks. The major mining regional service centres of Port Hedland and Newman are situated approximately 200 km northwest and 160 km south of the project, respectively.

6.2 Physiography and climate The general topographic relief of the Opaline Well EL is largely influenced by the bedrock geology and is characterised by low hills with strike-controlled ridges to the east. Elevation ranges from approximately 410–500 m above sea level.

The region experiences an arid climate, with a mean annual rainfall of about 300 mm. Rainfall is erratic, with very dry winters, but the region is subject to floods during cyclonic and thunderstorm activity in the hot summer months between December and March. The nearest full-time weather station is Marble Bar, approximately 80 km to the north-northeast of the project, where average summer temperatures range between 26°C and 42°C, whereas average winter temperatures range between 12°C and 27°C. Vegetation predominantly comprises spinifex grasses, mulga scrub, eucalypts and soft shrubs. Drainage lines are characterised by a dense tree assemblage becoming taller and denser downstream.

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Figure 6-1: Location of the Opaline Well Project and nearby mineral occurrences Source: Westar, 2020 6.3 Geological setting

6.3.1 Regional geology The Archean Pilbara Craton comprises c. 3655–2830 Ma granite–greenstone, which constitutes the northern third of the exposed craton and is subdivided into the West Pilbara Superterrane and East Pilbara Terrane (EPT).

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The Opaline Well Project area is in the southeastern part of the EPT. This part of the EPT is characterised by the elliptical and domical granitic complexes of the Shaw and Corunna Downs Domes, which are spatially divided by the arcuate Coongan and Kelly greenstone belts. These greenstone belts comprise dominantly greenschist-facies volcanic rocks of the c. 3525–3426 Ma Warrawoona Group, and lesser amounts of metasedimentary, mafic, felsic, and younger ultramafic intrusive rocks.

The Warrawoona Group is intruded and locally contact-metamorphosed by Shaw Dome granitoids belonging to the c. 3490–3450 Ma Callina and 3450–3420 Ma Tambina Supersuites and unconformably overlain by the c. 3220 Ma Budjan Creek Formation of the Soanesville Group. This sequence is unconformably overlain by the dominantly clastic sedimentary rocks of the c. 3050–2940 Ma Gorge Creek Group.

The c. 2780–2629 Ma Fortescue Group unconformably overlies these successions of the EPT in the southeast of the project area.

Figure 6-2: Major structural elements of the East Pilbara Craton (approximate Opaline Well Project extents circled in red) Source: DMIRS (modified after Hickman, 2016)

6.3.2 Project geology Westar’s Opaline Well Project straddles the Coongan greenstone belt along the western margins of the Kelly Greenstone Belt and gneissic intrusive granitoids of the Callina and Tambina Supersuites.

The majority of the Coongan and Kelly greenstone belts form part of the Pilbara Supergroup and consist of volcanic and sedimentary sequences including the dominantly basaltic Warrawoona Group and Kelly Group – dominated locally by the Euro Basalt. Minor Strelley Pool Formation separates the Warrawoona and Kelly groups in the central part of the project.

Remnants of preserved c. 3020–2920 Ma De Grey Supergroup are preserved in the east of the project, including unconformably overlying clastic metasedimentary rocks of the Gorge Creek Group. Ultramafic rocks (serpentinised peridotites and dunites) intrude the southern area of the Kelly Greenstone Belt in the southeast of the project.

The Coongan and Kelly greenstone belts hosts several small gold prospects and mines along known shear zones located parallel to, but offset from, the main shears in the area.

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Figure 6-3: Gravity image of the Opaline Well Project Source: Westar, 2020

6.3.3 Nearby mines and deposits Westar’s Opaline Well Project lies within the historical Nullagine Goldfield some 40 km to the west of the township of Nullagine. Numerous gold prospects are located along strike to the north of the current project tenure area (refer Figure 6-1).

Historical mining centres in proximity to the project area include Edelweiss and Corboys (where gold mineralisation is interpreted to be confined to quartz veins hosted in basalts), the Ore Tree Hill gossan trend, which represents a superficial development of copper mineralisation on altered, weakly mineralised pillowed and high-magnesian basalts and Victory-Tabletop, where significant and

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extensive carbonate alteration and quartz veining is associated with gold mineralisation. The Victory Mine had limited production with 1,818.4 t of ore processed at an average grade of 31.6 g/t gold for 57.4 kg (1,845 oz) of gold mined (Gondwana Resources, 2006). Other mining activity at Coongan Star and Consolidated Gold Mines produced 2,655 t of ore at an average grade of 58.5 g/t gold for 155.3 kg (4,993 oz) of gold (Gondwana Resources, 2006).

Figure 6-4: Opaline Well Project area gold occurrences and proximity to Golden Eagle plant Source: DMIRS (MINEDEX database), Westar, 2020

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6.4 Previous exploration In the 1980s, the area surrounding the current Opaline Well tenure was explored for uranium, copper, tin, gold and nickel mineralisation. Companies involved in mineral exploration at this time included Marathon Petroleum Australia Limited, Otter Exploration NL and Alcoa of Australia Limited.

In 1988, private explorers Matson and Hitchen undertook exploration and rock chip geochemical sampling (59 samples) around the historical Triberton workings with results including 6.32 g/t, 13.22 g/t, 13.77 g/t, 44.6 g/t and 200 g/t Au.

Between 1967 and 2003, exploration for diamonds was undertaken in the region by several companies including CRA Exploration Pty Ltd, Haoma Mining NL, De Beers Australia Exploration Limited, Alkane Exploration NL, Ocean Resources NL and Northling Pty Ltd.

Between 1994 and 1997, Great Southern Mines NL conducted several extensive soil, stream sediment and rock chip geochemical sampling programs throughout the greater region, including the current Opaline Well Project area. During this period, rock chip samples were collected in proximity to the historical Opaline Well workings and a small gravity geophysical anomaly (as part of a larger tenure holding). These samples returned assays ranging from 0.25–1.15% Cu, 0.14–1.85% Zn, 79–155 g/t Ag and 0.19–0.41 g/t Au (Great Southern Mines, 1997). In addition, Great Southern Mines NL defined over 100 anomalous gold targets via an extensive BLEG and soil sampling program (3,754 BLEG samples with a mean < 2 ppb Au), but only a limited number of these were drill tested and these samples were outside of the current Opaline Well Project area.

In the period 2002–2003, Haoma Mining NL acquired an area covering the current project area for base metal exploration; however, no significant exploration activities or results were recorded.

Between 2006 and 2014, Gondwana Resources Limited explored for copper within the Kelly Greenstone Belt. Much of the work was limited to compilation of historical datasets, regional project evaluation, and interpretations, with some reconnaissance and geological mapping.

More recently, Atlas Iron Limited held the current tenure and focused on several prospective iron targets. Following a desktop technical review process, Atlas identified a potential target within the Cleaverville Formation of the Gorge Creek Group. Helicopter field reconnaissance by Atlas Iron Limited in 2017 failed to identify iron enrichment and the ground was subsequently surrendered.

To the north, northeast, east and along geological strike of the current Opaline Well Project is Greatland Gold Pty Ltd’s Panorama project. Recent fieldwork by Greatland Gold Pty Ltd in July and August 2019 defined a trend of gold nuggets extending over a strike length of 6.1 km, terminating at the tenement boundary of Westar’s Opaline Well Project. The Panorama project was originally applied for on the basis of cobalt prospectivity based on stream sediment geochemical sampling data gathered by Anglo American in the early 1970s. These sampling data outlined a regional 25 km long by 10 km wide area of anomalous cobalt with values up to 70 ppm against a background of less than 5 ppm cobalt. The +20 ppm anomalous cobalt values extend into Westar’s current Opaline Well Project, with a peak of 68 ppm Co (Figure 6-5).

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Figure 6-5: Stream sediment samples in the Opaline Well Project area Source: Westar, 2020

6.5 Proposed exploration As part of its exploration strategy for the project area, Westar plans to undertake a compilation of the available technical data along with geological mapping, geochemical sampling and geophysical surveying. Detailed analysis of the gold distribution throughout the project area will then be carried out to highlight targets with the potential to host significant gold deposits. In addition, Westar proposes additional mapping and further sampling/surveying. Subject to the results of the data assessment phase, a program of reconnaissance aircore drilling is proposed.

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Westar has proposed the following staged exploration activities:

Pre-IPO

• Complete a ground magnetic survey extending into the western portions of the current project area.

Post-IPO

• Complete data processing and detailed interpretation of the recently acquired magnetic data. • Carry out further soil geochemical sampling and ground gravity (or airborne EM) geophysical surveying. • Undertake inclined aircore drilling over key targets (4,000 m to an average depth of 100 m). • Complete support activities required to undertake site preparation/rehabilitation works. • Composite all aircore samples (4 m) and assay for multiple elements. • Complete ongoing geophysical data processing and interpretation. • Complete reconnaissance and targeted geological/structural and alteration mapping of the tenure and key target areas.

From SRK’s assessment of the exploration data, it is evident that the Opaline Well Project has been intermittently, but not systematically, explored and there are sizeable areas that remain effectively untested. SRK recognises that a geologically driven exploration strategy, as presented by Westar, provides potential for the delineation of gold shoots associated with the known mineralised areas of gold nuggets, and the identification of other styles of mineralisation such as VMS. SRK agrees with Westar that the project area is prospective, as demonstrated by the widespread presence of deformed, sheared and veined mafic volcanic units hosting the known historical gold workings and the abundant gold nuggets recorded in the surrounding region. SRK considers the project to be at a relatively advanced stage of exploration; however, several conceptual targets remain untested and require further investigation. In this context, the work program proposed by Westar is justified.

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7 Work Program and Exploration Budget 7.1 Proposed exploration work program Westar has proposed a staged program of exploration for its exploration projects over a 2 year period following its listing on the ASX. Westar’s work programs will initially focus on the compilation, verification and critical reassessment of the historical exploration database leading to:

• further targeting by way of surface geochemical sampling, geophysical surveying, reprocessing/reinterpretation and exploratory aircore/RAB drilling • follow-up evaluation of previously identified gold anomalies and concepts • if warranted, additional RC drilling to assess these targets with a view to determining their economic viability.

The exploration program proposed by Westar includes the following tasks. Sandstone Westar considers that the Sandstone Projects are underexplored below 30 m depth and along strike of historical mines and workings, particularly along the Birrigrin trend (Gidgee South EL) and over two geochemical anomalies in the Gidgee North EL. On that basis, Westar has proposed:

• high-resolution aeromagnetic surveying to complement the 2015 SkyTEM survey (which highlighted coincident geochemical–geophysical targets at Bonza Bore and Fairy Well) and define additional drill targets • field reconnaissance mapping (geology, structure and alteration) to define structural controls to the known gold mineralisation and refine drill targeting • where warranted, drilling over previously untested geochemical and geophysical targets including extensions to known historical workings (such as the Birrigrin trend), greenstone/granite contacts, regional-scale faults and associated splays, and areas of colluvial cover. Mount Magnet At Mount Magnet, Westar has proposed to undertake further geophysical surveying prior to drill evaluation of several key targets within the ELs, most notably within the northern part of the Winjangoo EL and over the coincident MMI geochemical–magnetic geophysical target within the central portions of the Coolaloo EL. In addition, multiple structural, MMI geochemical and geophysical targets remain to be adequately assessed. Southern Cross Ongoing exploration within the Southern Cross Project is to be advanced under a JV arrangement with Ramelius determining the key exploration activities. To date, Ramelius has completed an initial auger geochemical sampling program with the results currently under review. In addition, various approvals and activities have commenced in support of drilling in the near term.

To this end, Westar expects that ongoing exploration will initially be focused on the key targets and prospects at Flinders, Flinders North and Tasman, which have not been rigorously tested. Thereafter, and depending on exploration success, more regional structural, geochemical and geophysical targets will be investigated. Opaline Well Westar is of the view that the Opaline Well Project offers potential for shear-hosted gold mineralisation in addition to VMS base metal deposits. To test this concept, Westar has proposed a systematic

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exploration program incorporating geological/structural/alteration mapping, further geochemical sampling and geophysical data acquisition prior to any targeted drill testing.

7.2 Proposed budget Westar has proposed a staged exploration program at its Western Australian projects over a 2 year period following its listing on the ASX.

The proposed exploration program developed by Westar and reviewed by SRK has been designed to realise the exploration potential of the projects in a prudent and efficient manner. The exploration programs currently planned by Westar total approximately A$1.144 million in Year 1 and A$957,000 in Year 2 following the equity raising (Table 7-1). SRK notes that these amounts are sufficient to meet the minimum expenditure obligations for each tenement as specified by DMIRS.

Table 7-1: Summary of 2 year exploration budget

Project area Project Year 1 (A$) Year 2 (A$) Total (A$) Gidgee North 355,000 173,000 528,000 Sandstone Gidgee South 222,000 288,000 510,000 Winjangoo 392,000 155,000 547,000 Mount Magnet Coolaloo 276,000 101,000 377,000 Mount Finnerty -* -* -* Southern Cross Parker Dome -* -* -* Pilbara Opaline Well 86,000 204,000 290,000 Field support 113,000 35,000 148,000 Subtotal 1,443,000 957,000 2,400,000 Cost of the offer, administration, etc. 1,451,000 835,000 2,287,000 Rents and rates, option fees 42,000 42,000 85,000 Working capital balance 227,000 Total 5,000,000 * Subject to earn-in JV, with Ramelius to sole fund exploration to decision to mine. Note: Table may not total exactly due to rounding.

From SRK’s assessment of Westar’s project areas, it is our opinion that the projects are of merit and worthy of further exploration. Further, SRK considers that the exploration programs proposed over the respective targets have been carefully conceived and are realistic in the context of the equity being raised. The budgets proposed should permit a meaningful assessment of the exploration potential of the various targets. SRK cautions, however, that the proposed exploration programs may change in Year 2 from that currently stated and will be dependent on the results from the Year 1 program.

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8 Risks Westar’s portfolio is best represented as a series of early to advanced stage exploration projects that are strategically located within recognised historical gold fields. While offering well mineralised locations, the exploration of these projects remains a speculative activity. Importantly, potential investors need to understand that the previous exploration data are limited in both areal extent and ability to provide a meaningful assessment of the subsurface conditions given the shallow nature of much of the historical drilling completed. As such, the likelihood of any discovery of a potentially economic gold deposit occurring within any of Westar’s projects remains highly uncertain. To this end, SRK notes that several risks remain in relation to the technical review of Westar’s projects, namely:

• The data and the basis of the interpretations relied upon and used in the compilation of this report were derived from various sources including annual technical reports sourced from the WAMEX system. Potential uncertainties associated with this are i) that significant material information may not have been identified during data compilation; ii) that the exploration reports may not be released in a timely manner; iii) that not all reports are digitally available; and iv) that there may be duplication and compilation errors associated with publicly available data. Under the current regulations, any report linked to a current tenement that is less than 5 years old remains confidential, with the company able to lodge a submission to ensure reports remain confidential for longer periods. • Other problems with historical data may include the following: − Historical exploration reports often do not include or discuss quality assurance and quality control (QAQC) procedures, thereby making it difficult to determine the validity of the historical samples, even where original assays are reported. − Different grid systems may also be reported, including local grids. The inability to effectively validate the exploration data in their entirety impacts the proposed exploration outcomes and hence increases the exploration risk. • There may be potential legacy environmental, safety and regulatory issues associated with previous exploration activities that are unknown as at the time of writing. • Within Westar’s exploration portfolio, only exploration results have been outlined. To date, no Mineral Resources reported in accordance with the JORC Code (2012) have been estimated within the projects. Mineral exploration by its very nature has significant risks, especially for early stage projects. Based on industry-wide exploration success rates, there is a reasonable expectation that future exploration may be unsuccessful and that no significant economic mineralisation will be located within the projects. • If significant mineralisation is demonstrated within Westar’s projects, factors both in and outside Westar’s control may constrain project development. These may include, but are not limited to, variations in commodity prices, saleability of commodities, community and social factors, as well as metallurgical, mining and environmental considerations, availability and suitability of processing facilities, funding or capital to build appropriate facilities, regulatory guidelines and restrictions, ability to develop infrastructure appropriately, and mine closure processes. • There may be registered heritage sites within or in proximity to Westar’s projects. • At the time of preparation of this IGR, COVID-19 was affecting typical business operating conditions, particularly by restricting the widespread movement of people within Australia and internationally. The mining industry and resources sector adapted rapidly in the face of changing conditions and largely continued to operate; however, the potential risks for future exploration remain unclear. Changes to commodity prices and access to sources of capital for exploration present both risks and opportunities for mineral exploration.

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9 Conclusions and Recommendations Westar has assembled a highly prospective portfolio of gold tenements in proximity to the historically significant gold mining centres of Sandstone, Mount Magnet, Southern Cross and Nullagine. These projects host a myriad of early to advanced stage exploration targets for potential mineralisation lying close to existing third-party held processing facilities and other infrastructure, thereby permitting the rapid development of any gold resources defined. The challenge confronting Westar is to meet its stated objectives and discover economically viable gold deposits within the constraints of its budget. In SRK’s opinion, the best short-term opportunity for success in this regard lies within the Sandstone Project, where there is the potential to define high-grade gold mineralisation within extensions to the known Birrigrin workings within the Sandstone Project and at the Flinders, Flinders North and Tasman Prospects within the Mount Finnerty JV area. Additional undeveloped gold targets have been established at the remaining projects.

Based on previous exploration, the presence of mines and known historical workings in the surrounding areas, the results of exploration activities conducted previously and knowledge of the geological setting and targeted mineralisation systems, SRK considers all of Westar’s Western Australian projects to be prospective for orogenic gold, while its project in the Pilbara may also be permissive for cobalt mineralisation.

In reviewing Westar’s available technical data and proposed exploration strategy, SRK recommends the following tasks be completed:

• Incorporate geological and structural mapping interpretations into a working 3D geological model for each project. • Acquire petrophysical data from various rock units within each project area to assist with geophysical modelling. • Ensure any identified ultramafic units and all Opaline Well samples are assayed for platinum and palladium to assist with geochemical targeting (particularly for magmatic-related mineralisation, including cobalt). • Develop a target ranking system based on a mineralising system approach to assist in prioritisation of future work.

In addition to an effective exploration strategy, Westar’s ultimate success will depend to a large extent on the skill of its exploration team. In SRK’s opinion, Westar has the technical resources and expertise to achieve its objective of discovering and developing gold deposits in the Sandstone, Mount Magnet, Southern Cross and Nullagine areas.

In the context of the funds held and the company’s stated objectives over the course of the next 2 years, SRK expects that Westar will at least define and test several high-quality drill targets within its project areas. SRK anticipates that Westar will continue to acquire exploration properties and carefully manage its expenditure through the divestment of its non-core interests.

In SRK’s opinion, the exploration strategy outlined by Westar for its project tenements has merit and SRK is satisfied that the proposed exploration programs designed by Westar to evaluate the currently defined targets are appropriate. SRK is confident that Westar will effectively adopt a prudent approach to the management of its exploration expenditure as it endeavours to meet its stated corporate objectives.

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Chen, S F, Riganti, A, Wyche, S, Greenfield, J E and Nelson D R, 2003. Lithostratigraphy and tectonic evolution of contrasting greenstone successions in the central Yilgarn Craton, Western Australia. Precambrian Research, 127: 249–266.

Doublier, M P, 2013. Geological setting of mineral deposits in the Southern Cross district – a field guide: Geological Survey of Western Australia Record 2013/11, 55p.

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Hickman, A H, 2016. Interpreted bedrock geology of the east Pilbara Craton (1:250 000 scale), in East Pilbara Craton – 750 million years of growth of a supercontinent (Geological Survey of Western Australia), Report 143, Plate 1A.

Mole, D R, Fiorentini, M L, Cassidy, K F, Kirkland, C L, Thebaud, N, McCuaig, T C, Doublier, M P, Duuring, P, Romano, S S, Maas, R, Belousova, E A, Barnes, S J and Miller, J, 2015. Crustal evolution, intra-cratonic architecture and the metallogeny of an Archaean craton, Geological Society Special Publication, 393: 23–80.

Spaggiari, C V, 2006. Interpreted bedrock geology of the northern Murchison Domain, Youanmi Terrane, Yilgarn Craton, Geological Survey of Western Australia Record 2006/10, 19p.

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Van Kranendonk, M J and Ivanic, T J, 2009. A new lithostratigraphic scheme for the northeastern Murchison Domain, Yilgarn Craton, Geological Survey of Western Australia Annual Review 2007–08, pp 34–53.

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A59518, Annual Report, Klingon Crater Project E77/760, for the period 7 August 1998 to 6 August 1999, Abador Gold NL.

A59790, Annual Report, Tardis Project, for the period January 1999 to January 2000, Abador Gold NL.

A76941, Annual Report for the period 16 October 2006 – 15 October 2007 E77/1063, British Hill North Project, Polaris Metals NL and Cape Lambert Iron Ore Ltd.

A80627, Annual Report for the period 16 October 2007 – 15 October 2008 E77/1063, Parker Dome Project, Southern Cross Goldfields Ltd.

A96719, Combined Annual Report for the period 1 October 2011 – 30 September 2012, Parker Dome Project, Southern Cross Goldfields Ltd.

A103250, Parker Range Project, Final Surrender Report for the period 18 April 2011 to 23 July 2014, Southern Cross Goldfields Ltd.

A103251, Parker Range Project, Final Surrender Report for the period 8 November 2010 to 23 July 2014, Southern Cross Goldfields Ltd.

A93559, Parker Range Project, Combined Annual reporting C128/2008_2011A, for the period 4th March 2011 to 3rd March 2012, Gondwana Resources Ltd.

A97460, Parker Range Project, Combined Annual reporting C128/2008_2011A, for the period 4th March 2012 to 3rd March 2013, Gondwana Resources Ltd.

Opaline Well A17508, Conceptual Model, A Source Region for the Nullagine Diamonds, Tern Minerals NL.

A17905, Final Exploration Report for 1984 – 1985, Coongan Belt Prospects, E46/74, P45-453-460, Alcoa of Australia and Tern Minerals NL.

A17906, Pilbara Gold Joint Venture, First Quarterly Report December 1983, Alcoa of Australia and Tern Minerals NL.

A17907, Pilbara Gold Joint Venture, Second Quarterly Report March 1984, Alcoa of Australia and Tern Minerals NL.

A17908, Pilbara Gold Joint Venture, Third Quarterly Report March 1984, Alcoa of Australia and Tern Minerals NL.

A21144, Miscellaneous Reports on Coongan Nickel Prospect, Triberton Ni-Cu-Co Prospect, 1971– 1972, Mogul Mining.

A23567, 1986/87 Annual Report P45/1260, Matson & Hitchin.

A26915, Coongan Belt Prospect, Exploration Report 1998, Auridiam NL.

MCKI/NOPP/mayn ROU002_IGR - Mineral Assets of Westar Resources_Rev0.docx 13 October 2020 SRK Consulting Page 56

A43819, 1994 Annual Exploration Report, Coongan Gold Basemetal Project, Corruna Downs, East Pilbara, Great Southern Mines NL.

A46937, 1995 Annual Exploration Report, Coongan Gold Basemetal Project, Corruna Downs, East Pilbara, Great Southern Mines NL.

A50141, Surrender Report, Coongan Gold and Basemetal Project, Corruna Downs, East Pilbara, Great Southern Mines NL,1997.

A73992, Annual Report Coongan Project, Tenement E45/2456, Period covered to 18th October 2006, Gondwana Resources Ltd.

A88540, Final Surrender Report, Comet East Project, Tenement E45/3325, Period Covered to 25th September 2010, Gondwana Resources Ltd.

A103139, Annual Report Panorama Project, E45/4110, Period Covered 4th June 2013 to 3rd June 2014, Gondwana Resources Ltd.

A115301, Final Surrender Report, For the Period 4 June 2013 to 29 August 2017, Atlas Iron.

MCKI/NOPP/mayn ROU002_IGR - Mineral Assets of Westar Resources_Rev0.docx 13 October 2020 SRK Consulting Appendices

Appendices

MCKI/NOPP/mayn ROU002_IGR - Mineral Assets of Westar Resources_Rev0.docx 13 October 2020 SRK Consulting Appendix A

Appendix A: JORC Code Table 1 – Gidgee North

MCKI/NOPP/mayn ROU002_IGR - Mineral Assets of Westar Resources_Rev0.docx 13 October 2020 SRK Consulting Appendix A-1

JORC Code, 2012 Edition – Table 1 Section 1 Sampling Techniques and Data

(Criteria in this section apply to all succeeding sections.)

Criteria JORC Code explanation Commentary Sampling • Nature and quality of sampling (e.g. cut channels, random chips, or specific • Sampling techniques undertaken include rock chip, soil, auger and rotary techniques specialised industry standard measurement tools appropriate to the minerals air blast (RAB) and aircore drilling. Previous exploration has been under investigation, such as down hole gamma sondes, or handheld XRF undertaken by companies including Rafaella Resources Ltd, Dominion instruments, etc). These examples should not be taken as limiting the broad Mining, Panoramic Gold, Legend Mining, Arimco Mining, Gateway Mining, meaning of sampling. CRA Exploration, Cyprus Minerals Australia, Mayan Iron Corporation, • Include reference to measures taken to ensure sample representivity and the Australian Gold Resources, Apex Minerals and others. appropriate calibration of any measurement tools or systems used. • Rock chip and soil geochemical sampling, auger locations and RAB and • Aspects of the determination of mineralisation that are Material to the Public aircore drill hole coordinates were prepared in a combination of local grid Report. coordinates and UTM grid (AMG84 Z50 & GDA94 Z50) and have been measured predominantly by handheld GPS. • In cases where ‘industry standard’ work has been done this would be relatively simple (e.g. ‘reverse circulation drilling was used to obtain 1 m • RAB and aircore drilling has been a combination of vertical holes and samples from which 3 kg was pulverised to produce a 30 g charge for fire holes angled at -60 degrees. assay’). In other cases more explanation may be required, such as where • Legend Mining’s sampling of RAB and aircore drilling was nominally 4 m there is coarse gold that has inherent sampling problems. Unusual composited samples. Arimco Mining NL’s downhole sampling of RAB commodities or mineralisation types (e.g. submarine nodules) may warrant holes was nominally of composited samples over 4 m. disclosure of detailed information. • Sample weight details are not recorded. Drilling • Drill type (e.g. core, reverse circulation, open-hole hammer, rotary air blast, • RAB and aircore drilling have been undertaken. techniques auger, Bangka, sonic, etc) and details (e.g. core diameter, triple or standard • Drilling for Legend Mining was undertaken by Challenge Drilling and Peak tube, depth of diamond tails, face-sampling bit or other type, whether core is Drilling Services but no further details on rod diameter or rod lengths are oriented and if so, by what method, etc). provided in the available WAMEX reports. • No details for drilling by Arimco Mining Pty Limited are provided in the available WAMEX reports. Drill sample • Method of recording and assessing core and chip sample recoveries and • Given the historical nature of the drilling and the techniques used (RAB recovery results assessed. and aircore), no information is available regarding sample recoveries for • Measures taken to maximise sample recovery and ensure representative specific drill programs. nature of the samples. • Whether a relationship exists between sample recovery and grade and whether sample bias may have occurred due to preferential loss/gain of fine/ coarse material.

MCKI/NOPP/mayn ROU002_IGR - Mineral Assets of Westar Resources_Rev0.docx 13 October 2020 SRK Consulting Appendix A-2

Criteria JORC Code explanation Commentary Logging • Whether core and chip samples have been geologically and geotechnically • RAB and aircore drill holes were geologically logged for at least colour, logged to a level of detail to support appropriate Mineral Resource weathering, geology and quartz veining at the time of drilling. estimation, mining studies and metallurgical studies. • Whether logging is qualitative or quantitative in nature. Core (or costean, channel, etc) photography. • The total length and percentage of the relevant intersections logged. Sub-sampling • If core, whether cut or sawn and whether quarter, half or all core taken. • No reference to sub-sampling techniques has been found. techniques • If non-core, whether riffled, tube sampled, rotary split, etc and whether • Ultratrace Laboratories in Perth assayed Legend Mining’s soil, rock chip, and sample sampled wet or dry. RAB and aircore samples by inductively coupled plasma - optical

preparation • For all sample types, the nature, quality and appropriateness of the sample emission spectrometry (ICP-OES) following an aqua regia digest. Amdel preparation technique. Laboratories, Perth, is recorded for the RAB assays drilled by Arimco Mining NL with gold analysis by atomic absorption spectrometry (AAS) • Quality control procedures adopted for all sub-sampling stages to maximise after an aqua regia digest. Arsenic was determined by x-ray fluorescence representivity of samples. (XRF). Rafaella Resources’ auger samples were assayed at ALS • Measures taken to ensure that the sampling is representative of the in situ Laboratories in Perth for gold by inductively coupled plasma - mass material collected, including for instance results for field spectrometry (ICP-MS) following an aqua regia digest. Rock chip duplicate/ second-half sampling. samples taken by Panoramic Gold were assayed at ALS Laboratories in • Whether sample sizes are appropriate to the grain size of the material being Perth with gold by fire assay and a multi-element suite of elements by sampled. ICP-MS following either an aqua regia or four-acid digest. Analabs Laboratories assayed Dominion Mining’s RAB samples by AAS following an aqua regia digest. • It appears that RAB and aircore sampling was carried out by tube or scoop methods. • No QAQC procedures have been reviewed for the historical sampling. Quality of • The nature, quality and appropriateness of the assaying and laboratory • Where information has been provided in WAMEX reports, the analytical assay data procedures used and whether the technique is considered partial or total. techniques appear appropriate for the stage of exploration being and laboratory • For geophysical tools, spectrometers, handheld XRF instruments, etc, the undertaken. tests parameters used in determining the analysis including instrument make and • No specific review of QAQC procedures or results has been completed. model, reading times, calibrations factors applied and their derivation, etc. • Nature of quality control procedures adopted (e.g. standards, blanks, duplicates, external laboratory checks) and whether acceptable levels of accuracy (i.e. lack of bias) and precision have been established. Verification of • The verification of significant intersections by either independent or • Significant intersections have been verified from WAMEX data. sampling and alternative company personnel. • No twinned holes were identified from the data reviewed, although given assaying • The use of twinned holes. the early stage of exploration this is to be expected and appropriate. • Documentation of primary data, data entry procedures, data verification, data • Logging of data was completed in the field using paper logging or digital storage (physical and electronic) protocols. logging. • Discuss any adjustment to assay data. • No adjustments to original assay data appear to have been made.

MCKI/NOPP/mayn ROU002_IGR - Mineral Assets of Westar Resources_Rev0.docx 13 October 2020 SRK Consulting Appendix A-3

Criteria JORC Code explanation Commentary Location of • Accuracy and quality of surveys used to locate drill holes (collar and • Soil, rock chip, auger, RAB and aircore drill hole coordinates are in a data points down-hole surveys), trenches, mine workings and other locations used in combination of local grids and UTM grids (AMG84 Z50 & GDA94 Z50) Mineral Resource estimation. and have been measured predominantly by handheld GPS. • Specification of the grid system used. • No downhole surveys were recorded for the RAB or aircore drilling. • Quality and adequacy of topographic control. • Topographic control is considered adequate for the early stage of exploration activities undertaken. Data spacing • Data spacing for reporting of Exploration Results. • Auger sampling by Rafaella Resources was completed on a systematic and • Whether the data spacing and distribution is sufficient to establish the degree grid pattern with samples every 200 m along 400 m spaced east–west distribution of geological and grade continuity appropriate for the Mineral Resource and lines covering 95% of the project area. Infill sampling by Rafaella was Ore Reserve estimation procedure(s) and classifications applied. 100 m spaced samples along 200 m spaced east–west lines. Other auger and soil sampling (Dominion Mining, Gateway Mining, Panoramic Gold, • Whether sample compositing has been applied. Legend Mining) was either along east–west sample lines or along existing tracks and sample spacings were often either 50 m or 100 m at variable line spacings from 100 m to 400 m. Soil and auger sampling has identified gold anomalies at the Bonza Bore, Fairy Well and Bills Bore prospects. • Rock chip samples were randomly taken within the project area and no systematic rock chip sampling is recorded. • Recorded RAB and aircore drill holes in the project area were either drilled along east–west traverses or NE–SW traverse lines. Drill hole spacings along these traverse lines were generally either 100 m or 200 m. The actual drill line spacings varied across the project area, with clusters of holes at 200 m line spacings, some at 400 m line spacings and other programs at 1.6 km line spacings. • Drilling to date has not demonstrated sufficient continuity in both geological and grade continuity to support the definition of a Mineral Resource. • RAB and aircore drilling was nominally 4 m composited samples. Orientation of • Whether the orientation of sampling achieves unbiased sampling of possible • RAB and aircore drilling has been a combination of vertical holes and data in structures and the extent to which this is known, considering the deposit type. holes angled at -60 degrees. relation to • If the relationship between the drilling orientation and the orientation of key • The drilling completed is early stage exploration and reconnaissance in geological mineralised structures is considered to have introduced a sampling bias, this nature and no sampling bias is suspected. structure should be assessed and reported if material. Sample • The measures taken to ensure sample security. • Details of measures taken for the chain of custody of samples is unknown security for the previous exploration activities. Audits or • The results of any audits or reviews of sampling techniques and data. • No audits or reviews of sampling techniques and data have been reviews undertaken.

MCKI/NOPP/mayn ROU002_IGR - Mineral Assets of Westar Resources_Rev0.docx 13 October 2020 SRK Consulting Appendix A-4

Section 2 Reporting of Exploration Results

(Criteria listed in the preceding section also apply to this section.)

Criteria JORC Code explanation Commentary Mineral • Type, reference name/ number, location and ownership including agreements • The Gidgee North Project is located on granted Exploration Licence tenement and or material issues with third parties such as joint ventures, partnerships, E53/1920 located 90 km north of Sandstone in Western Australia. The land tenure overriding royalties, native title interests, historical sites, wilderness or project is held by Sandstone Metals Pty Ltd, a 100% owned subsidiary of status national park and environmental settings. Rafaella Resources Ltd. Westar Resources Limited has executed a • The security of the tenure held at the time of reporting along with any known purchase agreement with Rafaella Resources Ltd to purchase 100% of impediments to obtaining a licence to operate in the area. the Gidgee North Project. The Exploration Licence is currently in the process of being transferred. • Good road access can be made to the project area from the towns of Sandstone and Wiluna. • The project is not currently the subject of any native title claims. Exploration • Acknowledgment and appraisal of exploration by other parties. • Previous exploration has been undertaken by companies including done by other Rafaella Resources Ltd, Dominion Mining, Panoramic Gold, Legend parties Mining, Arimco Mining, Gateway Mining, CRA Exploration, Cyprus Minerals Australia, Mayan Iron Corporation, Australian Gold Resources, Apex Minerals and others. • This previous exploration has included airborne magnetic, radiometric and SkyTEM airborne electromagnetic surveys, rock chip sampling, soil sampling, auger sampling, RAB drilling and aircore drilling and is discussed in detail in Section 3 of this prospectus. • Open file exploration reports by previous explorers, along with associated WAMEX "A" report numbers are listed for the project in Section 3 of this prospectus. Geology • Deposit type, geological setting and style of mineralisation. • The regional geological setting and local geological setting of the project area are discussed in detail in Section 3 of this prospectus. Drill hole • A summary of all information material to the understanding of the exploration • All material exploration information is discussed and has been included on Information results including a tabulation of the following information for all Material drill appropriately scaled maps and diagrams in Section 3 of this prospectus. holes: • No relevant data have been excluded from this report. – easting and northing of the drill hole collar – elevation or RL (Reduced Level – elevation above sea level in metres) of the drill hole collar – dip and azimuth of the hole – down hole length and interception depth – hole length.

MCKI/NOPP/mayn ROU002_IGR - Mineral Assets of Westar Resources_Rev0.docx 13 October 2020 SRK Consulting Appendix A-5

Criteria JORC Code explanation Commentary • If the exclusion of this information is justified on the basis that the information is not Material and this exclusion does not detract from the understanding of the report, the Competent Person should clearly explain why this is the case. Data • In reporting Exploration Results, weighting averaging techniques, maximum • No significant drill hole assays are recorded in the project area. aggregation and/or minimum grade truncations (e.g. cutting of high grades) and cut-off • No top-cuts have been applied. grades are usually Material and should be stated. methods • No metal equivalent values are reported. • Where aggregate intercepts incorporate short lengths of high grade results and longer lengths of low grade results, the procedure used for such aggregation should be stated and some typical examples of such aggregations should be shown in detail. • The assumptions used for any reporting of metal equivalent values should be clearly stated. Relationship • These relationships are particularly important in the reporting of Exploration • Only downhole lengths are reported. The true widths of any reported between Results. intersections are unknown. mineralisation • If the geometry of the mineralisation with respect to the drill hole angle is • The exact geometry of any areas of mineralisation is currently unknown. widths and known, its nature should be reported. intercept • If it is not known and only the down hole lengths are reported, there should

lengths be a clear statement to this effect (e.g. ‘down hole length, true width not known’). Diagrams • Appropriate maps and sections (with scales) and tabulations of intercepts • Appropriate plans and diagrams are included in Section 3 of this should be included for any significant discovery being reported. These prospectus. should include, but not be limited to a plan view of drill hole collar locations and appropriate sectional views. Balanced • Where comprehensive reporting of all Exploration Results is not practicable, • All significant exploration results are reported. reporting representative reporting of both low and high grades and/or widths should be practiced to avoid misleading reporting of Exploration Results. Other • Other exploration data, if meaningful and material, should be reported • To date only rock chip, soil and auger sampling and RAB and aircore substantive including (but not limited to): geological observations; geophysical survey drilling, airborne geophysical surveys and interpretation and geological exploration results; geochemical survey results; bulk samples – size and method of mapping have been completed by previous explorers. No other modifying data treatment; metallurgical test results; bulk density, groundwater, geotechnical factors have been investigated at this stage. and rock characteristics; potential deleterious or contaminating substances. Further work • The nature and scale of planned further work (e.g. tests for lateral extensions • Further work will include geophysical interpretation and exploration drilling or depth extensions or large-scale step-out drilling). and the proposed exploration program is discussed in detail in Section 4 • Diagrams clearly highlighting the areas of possible extensions, including the of this prospectus. main geological interpretations and future drilling areas, provided this • Appropriate plans and diagrams are included in Section 3 of this information is not commercially sensitive. prospectus.

MCKI/NOPP/mayn ROU002_IGR - Mineral Assets of Westar Resources_Rev0.docx 13 October 2020 SRK Consulting Appendix B

Appendix B: JORC Code Table 1 – Gidgee South

MCKI/NOPP/mayn ROU002_IGR - Mineral Assets of Westar Resources_Rev0.docx 13 October 2020 SRK Consulting Appendix B-1

JORC Code, 2012 Edition – Table 1 Section 1 Sampling Techniques and Data

(Criteria in this section apply to all succeeding sections.)

Criteria JORC Code explanation Commentary Sampling • Nature and quality of sampling (e.g. cut channels, random chips, or specific • Sampling techniques included rock chip, soil, auger and RAB sampling. techniques specialised industry standard measurement tools appropriate to the minerals Exploration was undertaken by companies including Rafaella Resources under investigation, such as down hole gamma sondes, or handheld XRF Ltd, Panoramic Gold, Legend Mining, Dalrymple Resources, Pegasus instruments, etc). These examples should not be taken as limiting the broad Gold, Arimco Mining, Pancontinental Mining and others. meaning of sampling. • Rock chip, soil sampling, auger locations and RAB drill hole coordinates • Include reference to measures taken to ensure sample representivity and the are in a combination of UTM grid (AMG84 Z50 & GDA94 Z50) and have appropriate calibration of any measurement tools or systems used. been measured predominantly by handheld GPS. • Aspects of the determination of mineralisation that are Material to the Public • The limited RAB drilling has been vertical holes. Report. • Arimco Mining NL sampling of RAB holes was nominally of composited • In cases where ‘industry standard’ work has been done this would be samples over 4 m. relatively simple (e.g. ‘reverse circulation drilling was used to obtain 1 m • Sample weight details are not recorded. samples from which 3 kg was pulverised to produce a 30 g charge for fire assay’). In other cases more explanation may be required, such as where there is coarse gold that has inherent sampling problems. Unusual commodities or mineralisation types (e.g. submarine nodules) may warrant disclosure of detailed information. Drilling • Drill type (e.g. core, reverse circulation, open-hole hammer, rotary air blast, • Drilling techniques including auger and RAB drilling have been undertaken. techniques auger, Bangka, sonic, etc) and details (e.g. core diameter, triple or standard • No further details on drilling company, rod diameter or rod lengths for tube, depth of diamond tails, face-sampling bit or other type, whether core is drilling by Arimco Mining Pty Limited or Dalrymple Resources NL are oriented and if so, by what method, etc). provided in WAMEX reports. Drill sample • Method of recording and assessing core and chip sample recoveries and • Given the historical nature of the drilling and the techniques used (auger recovery results assessed. and RAB), no information is available about sample recoveries for specific • Measures taken to maximise sample recovery and ensure representative drill programs. nature of the samples. • Whether a relationship exists between sample recovery and grade and whether sample bias may have occurred due to preferential loss/ gain of fine/coarse material.

MCKI/NOPP/mayn ROU002_IGR - Mineral Assets of Westar Resources_Rev0.docx 13 October 2020 SRK Consulting Appendix B-2

Criteria JORC Code explanation Commentary Logging • Whether core and chip samples have been geologically and geotechnically • RAB drill holes were geologically logged for colour, weathering, geology logged to a level of detail to support appropriate Mineral Resource and quartz veining at the time of drilling. estimation, mining studies and metallurgical studies. • Whether logging is qualitative or quantitative in nature. Core (or costean, channel, etc) photography. • The total length and percentage of the relevant intersections logged. Sub-sampling • If core, whether cut or sawn and whether quarter, half or all core taken. • No reference to sub-sampling techniques has been found. techniques • If non-core, whether riffled, tube sampled, rotary split, etc and whether • Amdel Laboratories, Perth, are recorded for the RAB assays drilled by and sample sampled wet or dry. Arimco Mining NL with gold analysis by AAS after an aqua regia digest.

preparation • For all sample types, the nature, quality and appropriateness of the sample Arsenic was determined by XRF. Rafaella Resources’ auger samples were preparation technique. assayed at ALS Laboratories in Perth for gold by ICP-MS following an aqua regia digest. Rock chip samples taken by Panoramic Gold were assayed • Quality control procedures adopted for all sub-sampling stages to maximise at ALS Laboratories in Perth with gold by fire assay and a multi-element representivity of samples. suite of elements by ICP-MS following either an aqua regia or four-acid • Measures taken to ensure that the sampling is representative of the in situ digest. material collected, including for instance results for field duplicate/ • It appears that RAB sampling was carried out by tube or scoop. second-half sampling. • No QAQC procedures have been reviewed for the historical sampling. • Whether sample sizes are appropriate to the grain size of the material being sampled. Quality of • The nature, quality and appropriateness of the assaying and laboratory • Where information has been provided in WAMEX reports, the analytical assay data procedures used and whether the technique is considered partial or total. techniques appear appropriate for the stage of exploration being and laboratory • For geophysical tools, spectrometers, handheld XRF instruments, etc, the undertaken. tests parameters used in determining the analysis including instrument make and • No specific review of QAQC procedures or results has been completed. model, reading times, calibrations factors applied and their derivation, etc. • Nature of quality control procedures adopted (e.g. standards, blanks, duplicates, external laboratory checks) and whether acceptable levels of accuracy (i.e. lack of bias) and precision have been established. Verification of • The verification of significant intersections by either independent or • Significant intersections have been verified from WAMEX data. sampling and alternative company personnel. • No twinned holes were identified from the data reviewed, although given assaying • The use of twinned holes. the early stage of exploration this is to be expected and appropriate. • Documentation of primary data, data entry procedures, data verification, data • Logging of data was completed in the field using paper logging for historical storage (physical and electronic) protocols. drilling. • Discuss any adjustment to assay data. • No adjustments to original assay data appear to have been made.

MCKI/NOPP/mayn ROU002_IGR - Mineral Assets of Westar Resources_Rev0.docx 13 October 2020 SRK Consulting Appendix B-3

Criteria JORC Code explanation Commentary Location of • Accuracy and quality of surveys used to locate drill holes (collar and • Soil, rock chip and auger sampling and RAB drill hole coordinates are in a data points down-hole surveys), trenches, mine workings and other locations used in combination of UTM grids (AMG84 Z50 & GDA94 Z50) and have been Mineral Resource estimation. measured predominantly by handheld GPS. • Specification of the grid system used. • No downhole surveys were recorded for the RAB drilling. • Quality and adequacy of topographic control. • Topographic control is considered adequate for the early stage of exploration activities undertaken. Data spacing • Data spacing for reporting of Exploration Results. • Auger sampling by Rafaella Resources was completed on a systematic and • Whether the data spacing and distribution is sufficient to establish the degree grid pattern with samples every 200 m along 400 m spaced east–west lines distribution of geological and grade continuity appropriate for the Mineral Resource and covering the whole project area. The 10 RAB drill holes in the project area Ore Reserve estimation procedure(s) and classifications applied. (Arimco Mining) were drilled along an existing track in the southeast project area with holes between 400 m and 600 m apart. Soil sampling by • Whether sample compositing has been applied. Dalrymple Resources was variably spaced with some 50 m spaced and some 200 m spaced sampling on 200 m spaced east–west lines. This sampling was restricted to the northwest project area. • Drilling to date has not demonstrated sufficient continuity in both geological and grade continuity to support the definition of a Mineral Resource. • No significant drill hole assays are recorded in the project area. Orientation of • Whether the orientation of sampling achieves unbiased sampling of possible • RAB drill holes were vertical (Arimco Mining NL). data in structures and the extent to which this is known, considering the deposit • The drilling completed is early stage exploration and reconnaissance in relation to type. nature and no sampling bias is suspected. geological • If the relationship between the drilling orientation and the orientation of key structure mineralised structures is considered to have introduced a sampling bias, this should be assessed and reported if material. Sample • The measures taken to ensure sample security. • Details of measures taken for the chain of custody of samples is unknown security for the previous exploration activities. Audits or • The results of any audits or reviews of sampling techniques and data. • No audits or reviews of sampling techniques and data have been reviews undertaken.

MCKI/NOPP/mayn ROU002_IGR - Mineral Assets of Westar Resources_Rev0.docx 13 October 2020 SRK Consulting Appendix B-4

Section 2 Reporting of Exploration Results

(Criteria listed in the preceding section also apply to this section.) Criteria JORC Code explanation Commentary Mineral • Type, reference name/number, location and ownership including agreements • The Gidgee South Project is located on granted Exploration Licence tenement and or material issues with third parties such as joint ventures, partnerships, E57/1055 located 55 km northeast of Sandstone in Western Australia. land tenure overriding royalties, native title interests, historical sites, wilderness or The project is held by Sandstone Metals Pty Ltd, a 100% owned status national park and environmental settings. subsidiary of Rafaella Resources Ltd. Westar Resources Limited has • The security of the tenure held at the time of reporting along with any known executed a purchase agreement with Rafaella Resources Ltd to purchase impediments to obtaining a licence to operate in the area. 100% of the Gidgee South Project. The Exploration Licence is currently in the process of being transferred. • Granted Mining Lease 57/352 and Prospecting Licences 57/1363 and 57/1368 are excised from the Gidgee South Project. • Good road access can be made to the project area from the town of Sandstone. • The project is not currently the subject of any native title claims. Exploration • Acknowledgment and appraisal of exploration by other parties. • Previous exploration has been undertaken by companies including done by other Rafaella Resources Ltd, Panoramic Gold, Legend Mining, Dalrymple parties Resources, Pegasus Gold, Arimco Mining, Pancontinental Mining and others. • This previous exploration is discussed in detail in Section 3 of this prospectus. • Open file exploration reports by previous explorers, along with associated WAMEX "A" report numbers are listed for the project in Section 3 of this prospectus. Geology • Deposit type, geological setting and style of mineralisation. • The regional geological setting and local geological setting of the project area are discussed in detail in Section 3 of this prospectus. Drill hole • A summary of all information material to the understanding of the exploration • All material exploration information is discussed and has been included on Information results including a tabulation of the following information for all Material drill appropriately scaled maps and diagrams in Section 3 of this prospectus. holes: • No relevant data have been excluded from this report. – easting and northing of the drill hole collar – elevation or RL (Reduced Level – elevation above sea level in metres) of the drill hole collar – dip and azimuth of the hole – down hole length and interception depth – hole length. • If the exclusion of this information is justified on the basis that the information is not Material and this exclusion does not detract from the understanding of the report, the Competent Person should clearly explain why this is the case.

MCKI/NOPP/mayn ROU002_IGR - Mineral Assets of Westar Resources_Rev0.docx 13 October 2020 SRK Consulting Appendix B-5

Criteria JORC Code explanation Commentary Data • In reporting Exploration Results, weighting averaging techniques, maximum • No significant drill hole assays are recorded in the project area. aggregation and/or minimum grade truncations (e.g. cutting of high grades) and cut-off • No top-cuts have been applied. grades are usually Material and should be stated. methods • No metal equivalent values are reported. • Where aggregate intercepts incorporate short lengths of high grade results and longer lengths of low grade results, the procedure used for such aggregation should be stated and some typical examples of such aggregations should be shown in detail. • The assumptions used for any reporting of metal equivalent values should be clearly stated. Relationship • These relationships are particularly important in the reporting of Exploration • Only downhole lengths are reported. The true widths of any reported between Results. intersections are unknown. mineralisation • If the geometry of the mineralisation with respect to the drill hole angle is • The exact geometry of any areas of mineralisation is currently unknown. widths and known, its nature should be reported. intercept • If it is not known and only the down hole lengths are reported, there should

lengths be a clear statement to this effect (e.g. ‘down hole length, true width not known’). Diagrams • Appropriate maps and sections (with scales) and tabulations of intercepts • Appropriate plans and diagrams are included in Section 3 of this should be included for any significant discovery being reported. These prospectus. should include, but not be limited to a plan view of drill hole collar locations and appropriate sectional views. Balanced • Where comprehensive reporting of all Exploration Results is not practicable, • All significant exploration results are reported. reporting representative reporting of both low and high grades and/or widths should be practiced to avoid misleading reporting of Exploration Results. Other • Other exploration data, if meaningful and material, should be reported • To date only rock chip, soil and auger sampling, RAB drilling and substantive including (but not limited to): geological observations; geophysical survey interpretation of airborne geophysical surveys have been completed by exploration results; geochemical survey results; bulk samples – size and method of previous explorers. No other modifying factors have been investigated at data treatment; metallurgical test results; bulk density, groundwater, geotechnical this stage. and rock characteristics; potential deleterious or contaminating substances. Further work • The nature and scale of planned further work (e.g. tests for lateral extensions • Further work will include exploration drilling and the proposed exploration or depth extensions or large-scale step-out drilling). program is discussed in detail in Section 4 of this prospectus. • Diagrams clearly highlighting the areas of possible extensions, including the • Appropriate plans and diagrams are included in Section 3 of this main geological interpretations and future drilling areas, provided this prospectus. information is not commercially sensitive.

MCKI/NOPP/mayn ROU002_IGR - Mineral Assets of Westar Resources_Rev0.docx 13 October 2020 SRK Consulting Appendix C

Appendix C: JORC Code Table 1 – Winjangoo

MCKI/NOPP/mayn ROU002_IGR - Mineral Assets of Westar Resources_Rev0.docx 13 October 2020 SRK Consulting Appendix C-1

JORC Code, 2012 Edition – Table 1 Section 1 Sampling Techniques and Data

(Criteria in this section apply to all succeeding sections.)

Criteria JORC Code explanation Commentary Sampling • Nature and quality of sampling (e.g. cut channels, random chips, or specific • Sampling included rock chip, soil, lag and bulk leach extractable gold techniques specialised industry standard measurement tools appropriate to the minerals (BLEG). Previous exploration has been undertaken by companies including under investigation, such as down hole gamma sondes, or handheld XRF Brunswick NL, Newcrest Mining Ltd, Westgold Resources NL, Equinox instruments, etc). These examples should not be taken as limiting the broad Resources NL, Castle Hill Resources NL, Cove Mining NL, Equinox meaning of sampling. Resources NL, Doray Minerals Ltd and others. • Include reference to measures taken to ensure sample representivity and the • Rock chip, soil, lag and BLEG locations are in a combination of local grid appropriate calibration of any measurement tools or systems used. coordinates and UTM grid (AMG84 Z50 & GDA94 Z50) and have been • Aspects of the determination of mineralisation that are Material to the Public measured predominantly by handheld GPS. Report. • Sample weight details are not recorded. • In cases where ‘industry standard’ work has been done this would be relatively simple (e.g. ‘reverse circulation drilling was used to obtain 1 m samples from which 3 kg was pulverised to produce a 30 g charge for fire assay’). In other cases more explanation may be required, such as where there is coarse gold that has inherent sampling problems. Unusual commodities or mineralisation types (e.g. submarine nodules) may warrant disclosure of detailed information. Drilling • Drill type (e.g. core, reverse circulation, open-hole hammer, rotary air blast, • No previous drilling within the project area. techniques auger, Bangka, sonic, etc) and details (e.g. core diameter, triple or standard tube, depth of diamond tails, face-sampling bit or other type, whether core is oriented and if so, by what method, etc). Drill sample • Method of recording and assessing core and chip sample recoveries and • No previous drilling within the project area. recovery results assessed. • Measures taken to maximise sample recovery and ensure representative nature of the samples. • Whether a relationship exists between sample recovery and grade and whether sample bias may have occurred due to preferential loss/ gain of fine/ coarse material.

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Criteria JORC Code explanation Commentary Logging • Whether core and chip samples have been geologically and geotechnically • No previous drilling within the project area. logged to a level of detail to support appropriate Mineral Resource estimation, mining studies and metallurgical studies. • Whether logging is qualitative or quantitative in nature. Core (or costean, channel, etc) photography. • The total length and percentage of the relevant intersections logged. Sub-sampling • If core, whether cut or sawn and whether quarter, half or all core taken. • No reference to sub-sampling techniques have been found. techniques • If non-core, whether riffled, tube sampled, rotary split, etc and whether • ALS in Perth assayed Brunswick NL’s BLEG soil samples, rock chips and and sample sampled wet or dry. soils with a 50 g charge fire assay with AAS – graphite furnace. Equinox preparation • For all sample types, the nature, quality and appropriateness of the sample completed limited lag sampling on random lateritic material which was preparation technique. submitted to AAL Laboratory in Perth for gold and arsenic analysis by fire assay to 1 ppb and XRF to 2 ppm. Doray Minerals Ltd conducted random • Quality control procedures adopted for all sub-sampling stages to maximise lag samples and soil samples every 50 m on east–west lines spaced 200 m representivity of samples. apart north to south. • Measures taken to ensure that the sampling is representative of the in situ • No previous drilling within the project area. material collected, including for instance results for field duplicate/ second-half sampling. • No QAQC procedures have been reviewed for the historical sampling. • Whether sample sizes are appropriate to the grain size of the material being sampled. Quality of • The nature, quality and appropriateness of the assaying and laboratory • Where information has been provided in WAMEX reports, the analytical assay data procedures used and whether the technique is considered partial or total. techniques appear appropriate for the stage of exploration being and laboratory • For geophysical tools, spectrometers, handheld XRF instruments, etc, the undertaken. tests parameters used in determining the analysis including instrument make and • No specific review of QAQC procedures or results has been completed. model, reading times, calibrations factors applied and their derivation, etc. • Nature of quality control procedures adopted (e.g. standards, blanks, duplicates, external laboratory checks) and whether acceptable levels of accuracy (i.e. lack of bias) and precision have been established. Verification of • The verification of significant intersections by either independent or • No significant intersections have been recorded. sampling and alternative company personnel. • No previous drilling within the project area.

assaying • The use of twinned holes. • No twinned holes were identified from the data reviewed, although given • Documentation of primary data, data entry procedures, data verification, data the early stage of exploration this is to be expected and appropriate. storage (physical and electronic) protocols. • Discuss any adjustment to assay data. Location of • Accuracy and quality of surveys used to locate drill holes (collar and down- • Soil, rock chip and BLEG coordinates are in a combination of local grids data points hole surveys), trenches, mine workings and other locations used in Mineral and UTM grids (AMG84 Z50 & GDA94 Z50) and have been measured Resource estimation. predominantly by handheld GPS. • Specification of the grid system used. • Topographic control is considered adequate for the early stage of • Quality and adequacy of topographic control. exploration activities undertaken.

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Criteria JORC Code explanation Commentary Data spacing • Data spacing for reporting of Exploration Results. • Soil sampling by Brunswick NL was completed on a systematic triangular and • Whether the data spacing and distribution is sufficient to establish the degree grid pattern with samples every 1,000 m over the granites and 500 m along distribution of geological and grade continuity appropriate for the Mineral Resource and greenstones. This was closed down to 200 m spaced north–south and Ore Reserve estimation procedure(s) and classifications applied. 100 m east–west. ALS in Perth assayed Brunswick NL’s BLEG soil samples, rock chips, soils and reverse circulation (RC) samples with a 50 g • Whether sample compositing has been applied. charge fire assay with AAS – graphite furnace. Equinox completed limited lag sampling on random lateritic material which was submitted to AAL Laboratory in Perth for gold and arsenic analysis by fire assay to 1 ppb and XRF to 2 ppm. Doray Minerals Ltd conducted random lag samples and soil samples every 50 m on east–west lines 200 m apart north to south. • Rock chip samples were randomly taken within the project area and no systematic rock chip sampling is recorded. • No previous drilling within the project area. Orientation of • Whether the orientation of sampling achieves unbiased sampling of possible • No previous drilling within the project area. data in structures and the extent to which this is known, considering the deposit type. relation to • If the relationship between the drilling orientation and the orientation of key geological mineralised structures is considered to have introduced a sampling bias, this structure should be assessed and reported if material. Sample • The measures taken to ensure sample security. • Details of measures taken for the chain of custody of samples is unknown security for the previous exploration activities. Audits or • The results of any audits or reviews of sampling techniques and data. • No audits or reviews of sampling techniques and data have been reviews undertaken.

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Section 2 Reporting of Exploration Results

(Criteria listed in the preceding section also apply to this section.) Criteria JORC Code explanation Commentary Mineral • Type, reference name/ number, location and ownership including agreements • The Winjangoo Project is located on granted Exploration Licence E58/536 tenement and or material issues with third parties such as joint ventures, partnerships, located in the Yilgarn Craton. It is broken into two sections and is located land tenure overriding royalties, native title interests, historical sites, wilderness or 470 km northeast of Perth and 15 km northeast of Mount Magnet in status national park and environmental settings. Western Australia. The project is held by Rouge Resources Pty Ltd, a • The security of the tenure held at the time of reporting along with any known 100% owned subsidiary of Westar Resources Limited. impediments to obtaining a licence to operate in the area. • Good road access can be made to the project area from the town of Mount Magnet. • The project is not currently the subject of any native title claims. Exploration • Acknowledgment and appraisal of exploration by other parties. • Previous exploration has been undertaken by companies including done by other Brunswick NL, Newcrest Mining Ltd, Westgold Resources NL, Equinox parties Resources NL, Castle Hill Resources NL, Cove Mining NL, Equinox Resources NL, Doray Minerals Ltd and others. • This previous exploration has included airborne magnetic surveys, rock chip sampling, soil sampling, lag sampling and BLEG sampling and is discussed in detail in Section 3 of this prospectus. • Open file exploration reports by previous explorers, along with associated WAMEX "A" report numbers are listed for the project in Section 3 of this prospectus. Geology • Deposit type, geological setting and style of mineralisation. • The regional geological setting and local geological setting of the project area are discussed in detail in Section 3 of this prospectus. Drill hole • A summary of all information material to the understanding of the exploration • All material exploration information is discussed and has been included on Information results including a tabulation of the following information for all Material drill appropriately scaled maps and diagrams in Section 3 of this prospectus. holes: • No relevant data have been excluded from this report. – easting and northing of the drill hole collar – elevation or RL (Reduced Level – elevation above sea level in metres) of the drill hole collar – dip and azimuth of the hole – down hole length and interception depth – hole length. • If the exclusion of this information is justified on the basis that the information is not Material and this exclusion does not detract from the understanding of the report, the Competent Person should clearly explain why this is the case.

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Criteria JORC Code explanation Commentary Data • In reporting Exploration Results, weighting averaging techniques, maximum • No previous drilling within the project area. aggregation and/or minimum grade truncations (e.g. cutting of high grades) and cut-off • No top-cuts have been applied. grades are usually Material and should be stated. methods • No metal equivalent values are reported. • Where aggregate intercepts incorporate short lengths of high grade results and longer lengths of low grade results, the procedure used for such aggregation should be stated and some typical examples of such aggregations should be shown in detail. • The assumptions used for any reporting of metal equivalent values should be clearly stated. Relationship • These relationships are particularly important in the reporting of Exploration • No previous drilling within the project area. between Results. mineralisation • If the geometry of the mineralisation with respect to the drill hole angle is widths and known, its nature should be reported. intercept • If it is not known and only the down hole lengths are reported, there should lengths be a clear statement to this effect (e.g. ‘down hole length, true width not known’). Diagrams • Appropriate maps and sections (with scales) and tabulations of intercepts • Appropriate plans and diagrams are included in Section 3 of this should be included for any significant discovery being reported. These prospectus. should include, but not be limited to a plan view of drill hole collar locations and appropriate sectional views. Balanced • Where comprehensive reporting of all Exploration Results is not practicable, • All significant exploration results are reported. reporting representative reporting of both low and high grades and/or widths should be practiced to avoid misleading reporting of Exploration Results. Other • Other exploration data, if meaningful and material, should be reported • To date only rock chip, soil, lag and BLEG sampling, airborne geophysical substantive including (but not limited to): geological observations; geophysical survey surveys and interpretation and geological mapping have been completed exploration results; geochemical survey results; bulk samples – size and method of by previous explorers. No other modifying factors have been investigated data treatment; metallurgical test results; bulk density, groundwater, geotechnical at this stage. and rock characteristics; potential deleterious or contaminating substances. Further work • The nature and scale of planned further work (e.g. tests for lateral extensions • Further work will include geophysical interpretation and exploration drilling or depth extensions or large-scale step-out drilling). and the proposed exploration program is discussed in detail in Section 4 of • Diagrams clearly highlighting the areas of possible extensions, including the this prospectus. main geological interpretations and future drilling areas, provided this • Appropriate plans and diagrams are included in Section 3 of this information is not commercially sensitive. prospectus.

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Appendix D: JORC Code Table 1 – Coolaloo

MCKI/NOPP/mayn ROU002_IGR - Mineral Assets of Westar Resources_Rev0.docx 13 October 2020 SRK Consulting Appendix D-1

JORC Code, 2012 Edition – Table 1 Section 1 Sampling Techniques and Data

(Criteria in this section apply to all succeeding sections.)

Criteria JORC Code explanation Commentary Sampling • Nature and quality of sampling (e.g. cut channels, random chips, or specific • Sampling techniques include water sampling, BLEG sampling, techniques specialised industry standard measurement tools appropriate to the minerals reconnaissance rock chip sampling and mapping, soil sampling, mobile under investigation, such as down hole gamma sondes, or handheld XRF metal ion (MMI) soil sampling, vacuum and RAB, aircore and RC drilling. instruments, etc). These examples should not be taken as limiting the broad Previous exploration has been undertaken by companies including Uranex meaning of sampling. (E & B Explorations), Brunswick, Dominion Mining, Metana Minerals, • Include reference to measures taken to ensure sample representivity and the Equinox, Plutonic Operations, Croesus Mining, Equigold, Dragon Energy appropriate calibration of any measurement tools or systems used. as well as other companies. • Aspects of the determination of mineralisation that are Material to the Public • Rock chip, BLEG, soil and MMI sampling, and vacuum, RAB, aircore and Report. RC drill hole coordinates are in a combination of local grid coordinates and UTM grid (GDA94_Z50) and have been measured predominantly by • In cases where ‘industry standard’ work has been done this would be handheld GPS. relatively simple (e.g. ‘reverse circulation drilling was used to obtain 1 m samples from which 3 kg was pulverised to produce a 30 g charge for fire • Vacuum, RAB, aircore and RC drilling has been a combination of vertical assay’). In other cases more explanation may be required, such as where holes and holes angled at a range from -46.2 to -60 degrees. there is coarse gold that has inherent sampling problems. Unusual • Dominion Mining’s sampling of scout drilling (RAB and aircore drilling) was commodities or mineralisation types (e.g. submarine nodules) may warrant nominally bottom of hole samples with other interesting intervals also disclosure of detailed information. sampled. Equinox’ sampling of RAB holes was nominally over composited samples of 4 m. Plutonic’s sampling of RAB holes was nominally over composited samples of 4 m. Equigold’s sampling of RAB, aircore and RC holes used 1 m samples. • Sample weight details are not recorded. Drilling • Drill type (e.g. core, reverse circulation, open-hole hammer, rotary air blast, • Drilling techniques recorded include vacuum, RAB, aircore and RC drilling. techniques auger, Bangka, sonic, etc) and details (e.g. core diameter, triple or standard • No further details on drilling company, rod diameter or rod lengths for RC tube, depth of diamond tails, face-sampling bit or other type, whether core is drilling by Brunswick NL are provided in WAMEX reports. oriented and if so, by what method, etc). • No further details on drilling company, rod diameter or rod lengths for vacuum, RAB or aircore drilling undertaken by Dragon Energy, Plutonic Operations Limited and Equigold NL are provided in WAMEX reports. • Kennedy Drilling undertook RAB drilling for Equinox Resources NL and Challenge Drilling undertook RAB and aircore drilling for Dominion Mining Limited, but no other details are provided.

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Criteria JORC Code explanation Commentary Drill sample • Method of recording and assessing core and chip sample recoveries and • Given the historical nature of the drilling and the techniques used (RAB and recovery results assessed. RC), no information is available about sample recoveries for specific drill • Measures taken to maximise sample recovery and ensure representative programs. nature of the samples. • Whether a relationship exists between sample recovery and grade and whether sample bias may have occurred due to preferential loss/gain of fine/coarse material. Logging • Whether core and chip samples have been geologically and geotechnically • RAB, aircore and RC drill holes were geologically logged for at least logged to a level of detail to support appropriate Mineral Resource weathering, geology and quartz veining with Equigold also recording colour estimation, mining studies and metallurgical studies. and rock strength at the time of drilling. • Whether logging is qualitative or quantitative in nature. Core (or costean, channel, etc) photography. • The total length and percentage of the relevant intersections logged. Sub-sampling • If core, whether cut or sawn and whether quarter, half or all core taken. • No reference to sub-sampling techniques has been found. techniques • If non-core, whether riffled, tube sampled, rotary split, etc and whether • ALS in Perth assayed Brunswick NL’s BLEG samples, while soil, rock chip, and sample sampled wet or dry. and float samples were analysed at Analabs/ RDG in Perth. Brunswick’s preparation • For all sample types, the nature, quality and appropriateness of the sample RC samples were analysed by Analabs in Welshpool using ICP-OES preparation technique. following an aqua regia digest of a 50 g charge. Genalysis Laboratories, Perth, is recorded for the RAB assays drilled by Dominion Mining NL with • Quality control procedures adopted for all sub-sampling stages to maximise gold and other multi-element analysis by AAS after an aqua regia digest. representivity of samples. Equinox Resources’ RAB samples were assayed at Minlab Laboratories in • Measures taken to ensure that the sampling is representative of the in situ Perth for gold by AAS following an aqua regia digest. RAB samples drilled material collected, including for instance results for field duplicate/ by Plutonic were assayed at Minlab Laboratories in Perth with gold by fire second-half sampling. assay and a multi-element suite of elements by a solvent extraction • Whether sample sizes are appropriate to the grain size of the material being technique following either an aqua regia or single-acid digest. Equigold’s sampled. soil samples were analysed by AAS following an aqua regia digest at an unknown laboratory, with the RAB samples generated also analysed via the same method. Dragon Energy collected MMI soil samples which were analysed at SGS in Welshpool, Perth, while the RC-generated samples were analysed at SGS Minerals Services at Newburn, Perth. • It appears that RAB, aircore and RC sampling was completed by means of a tube or scoop. • Assaying appears to have been conducted using industry standard techniques. • Sampling appears to have been carried out using industry standard practices. • No QAQC procedures have been reviewed for the historical sampling.

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Criteria JORC Code explanation Commentary Quality of • The nature, quality and appropriateness of the assaying and laboratory • Where information has been provided in WAMEX reports, the analytical assay data procedures used and whether the technique is considered partial or total. techniques appear appropriate for the stage of exploration being and laboratory • For geophysical tools, spectrometers, handheld XRF instruments, etc, the undertaken. tests parameters used in determining the analysis including instrument make and • No specific review of QAQC procedures or results has been completed model, reading times, calibrations factors applied and their derivation, etc. although it is assumed that the programs were conducted using acceptable • Nature of quality control procedures adopted (e.g. standards, blanks, industry standard practices and techniques considered at the time of duplicates, external laboratory checks) and whether acceptable levels of completion. accuracy (i.e. lack of bias) and precision have been established. Verification of • The verification of significant intersections by either independent or • Significant intersections have been verified from WAMEX data. sampling and alternative company personnel. • No twinned holes were identified from the data reviewed, although given assaying • The use of twinned holes. the early stage of exploration this is to be expected and appropriate. • Documentation of primary data, data entry procedures, data verification, data • Logging of data was completed in the field using paper logging or digital storage (physical and electronic) protocols. logging. • Discuss any adjustment to assay data. • No adjustments to original assay data appear to have been made. Location of • Accuracy and quality of surveys used to locate drill holes (collar and • Soil and rock chip sampling, and vacuum, RAB, aircore and RC drill hole data points down-hole surveys), trenches, mine workings and other locations used in coordinates are in a combination of local grids and UTM grids (AMG84 Z50 Mineral Resource estimation. & GDA94 Z50) and have been measured predominantly by handheld GPS. • Specification of the grid system used. • No downhole surveys were recorded for the RAB, aircore and RC drilling. • Quality and adequacy of topographic control. • Topographic control is considered adequate for the early stage of exploration activities undertaken. Data spacing • Data spacing for reporting of Exploration Results. • BLEG sampling by Brunswick NL was completed on a spacing of 50 m on and • Whether the data spacing and distribution is sufficient to establish the degree east–west lines 150 m apart north–south over the geophysical defined distribution of geological and grade continuity appropriate for the Mineral Resource and target areas which was then closed down to 50 m spaced north–south Ore Reserve estimation procedure(s) and classifications applied. lines. Dominion Mining completed RAB/aircore holes on random spaced northeast–southwest lines using station tracks and fence lines. Equinox • Whether sample compositing has been applied. completed RAB drilling on 250–300 m lines over aeromagnetic targets, with angled holes spaced along the lines every 25–50 m. Plutonic’s RAB drilling was undertaken on established station tracks and fence lines with 500 m spacing, which was closed down to 100 m over the strongly magnetic units. Equigold completed a minimal amount of RAB drilling on east–west lines. Dragon Energy completed MMI geochemical sampling on 800 m spaced lines focusing on ‘Boogardie Break’ structures on the Coolaloo Dome. One anomaly was followed up with RC drilling of 7 holes at an unspecified spacing. • Rock chip samples were randomly taken within the project area and no systematic rock chip sampling is recorded.

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Criteria JORC Code explanation Commentary • Recorded RAB, aircore or RC drill holes in the project area were either drilled along east–west traverses or northeast–southwest traverse lines. Drill hole spacings along these traverse lines were generally either 100 m or 50 m and sometimes over target areas down to 25 m. The actual drill line spacings varied across the project area. • Drilling to date has not demonstrated sufficient continuity in both geological and grade continuity to support the definition of a Mineral Resource. • RAB and aircore drilling was nominally 4 m composited samples in earlier programs by various companies, with Equigold sampling RAB/ aircore and RC drilling on 1 m sample intervals. Orientation of • Whether the orientation of sampling achieves unbiased sampling of possible • RAB and aircore drilling has been a combination of vertical holes and holes data in structures and the extent to which this is known, considering the deposit type. angled at -60 degrees. relation to • If the relationship between the drilling orientation and the orientation of key • The drilling completed is early stage exploration and reconnaissance in geological mineralised structures is considered to have introduced a sampling bias, this nature and no sampling bias is suspected. structure should be assessed and reported if material. Sample • The measures taken to ensure sample security. • Details of measures taken for the chain of custody of samples is unknown security for the previous exploration activities. Audits or • The results of any audits or reviews of sampling techniques and data. • No audits or reviews of sampling techniques and data have been reviews undertaken.

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Section 2 Reporting of Exploration Results

(Criteria listed in the preceding section also apply to this section.) Criteria JORC Code explanation Commentary Mineral • Type, reference name/ number, location and ownership including agreements • The Coolaloo Project is located on granted Exploration Licence E59/2329 tenement and or material issues with third parties such as joint ventures, partnerships, located 25 km south of Mount Magnet in Western Australia. The project is land tenure overriding royalties, native title interests, historical sites, wilderness or held by Rouge Resources Ltd, a 100% owned subsidiary of Westar status national park and environmental settings. Resources Limited. • The security of the tenure held at the time of reporting along with any known • Good road access can be made to the project area along the Great impediments to obtaining a licence to operate in the area. Northern Highway from the towns of Paynes Find or Mount Magnet. • The project is not currently the subject of any native title claims. Exploration • Acknowledgment and appraisal of exploration by other parties. • Previous exploration has been undertaken by companies including Uranex done by other (E & B Explorations), Brunswick, Dominion Mining, Metana Minerals, parties Equinox, Plutonic Operations, Croesus Mining, Equigold, Dragon Energy as well as other companies. • Previous exploration has included airborne magnetic surveys, rock chip sampling, soil and MMI geochemical sampling, vacuum, RAB, aircore and RC drilling and is discussed in detail in Section 3 of this prospectus. • Open file exploration reports by previous explorers, along with associated WAMEX "A" report numbers are listed for the project in Section 3 of this prospectus. Geology • Deposit type, geological setting and style of mineralisation. • The regional geological setting and local geological setting of the project area are discussed in detail in Section 3 of this prospectus. Drill hole • A summary of all information material to the understanding of the exploration • All material exploration information is discussed and has been included on Information results including a tabulation of the following information for all Material drill appropriately scaled maps and diagrams in Section 3 of this prospectus. holes: • No relevant data have been excluded from this report. – easting and northing of the drill hole collar – elevation or RL (Reduced Level – elevation above sea level in metres) of the drill hole collar – dip and azimuth of the hole – down hole length and interception depth – hole length. • If the exclusion of this information is justified on the basis that the information is not Material and this exclusion does not detract from the understanding of the report, the Competent Person should clearly explain why this is the case.

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Criteria JORC Code explanation Commentary Data • In reporting Exploration Results, weighting averaging techniques, maximum • Significant results from rock chip sampling, soil and MMI geochemical aggregation and/or minimum grade truncations (e.g. cutting of high grades) and cut-off sampling, RAB, aircore and RC drill hole assays are recorded in Section 3 methods grades are usually Material and should be stated. of this prospectus. • Where aggregate intercepts incorporate short lengths of high grade results • No top-cuts have been applied. and longer lengths of low grade results, the procedure used for such • No metal equivalent values are reported. aggregation should be stated and some typical examples of such aggregations should be shown in detail. • The assumptions used for any reporting of metal equivalent values should be clearly stated. Relationship • These relationships are particularly important in the reporting of Exploration • Only downhole lengths are reported. The true widths of any reported between Results. intersections are unknown. mineralisation • If the geometry of the mineralisation with respect to the drill hole angle is • The exact geometry of any areas of mineralisation is currently unknown. widths and known, its nature should be reported. intercept • If it is not known and only the down hole lengths are reported, there should lengths be a clear statement to this effect (e.g. ‘down hole length, true width not known’). Diagrams • Appropriate maps and sections (with scales) and tabulations of intercepts • Appropriate plans and diagrams are included in Section 3 of this should be included for any significant discovery being reported. These prospectus. should include, but not be limited to a plan view of drill hole collar locations and appropriate sectional views. Balanced • Where comprehensive reporting of all Exploration Results is not practicable, • All significant exploration results are reported. reporting representative reporting of both low and high grades and/or widths should be practiced to avoid misleading reporting of Exploration Results. Other • Other exploration data, if meaningful and material, should be reported • To date only rock chip, soil and MMI soil geochemical sampling, vacuum, substantive including (but not limited to): geological observations; geophysical survey RAB, aircore and RC drilling, airborne geophysical surveys and exploration results; geochemical survey results; bulk samples – size and method of interpretation and geological mapping have been completed by previous data treatment; metallurgical test results; bulk density, groundwater, geotechnical explorers. No other modifying factors have been investigated at this stage. and rock characteristics; potential deleterious or contaminating substances. Further work • The nature and scale of planned further work (e.g. tests for lateral extensions • Further work will include geophysical interpretation and exploration drilling or depth extensions or large-scale step-out drilling). and the proposed exploration program is discussed in detail in Section 4 of • Diagrams clearly highlighting the areas of possible extensions, including the this prospectus. main geological interpretations and future drilling areas, provided this • Appropriate plans and diagrams are included in Section 3 of this information is not commercially sensitive. prospectus.

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Appendix E: JORC Code Table 1 – Mount Finnerty

MCKI/NOPP/mayn ROU002_IGR - Mineral Assets of Westar Resources_Rev0.docx 13 October 2020 SRK Consulting Appendix E-1

JORC Code, 2012 Edition – Table 1 Section 1 Sampling Techniques and Data

(Criteria in this section apply to all succeeding sections.)

Criteria JORC Code explanation Commentary Sampling • Nature and quality of sampling (e.g. cut channels, random chips, or specific • Sampling undertaken includes soil sampling, MMI sampling, rock chip techniques specialised industry standard measurement tools appropriate to the minerals sampling, and sampling of RAB and RC drilling. Exploration has been under investigation, such as down hole gamma sondes, or handheld XRF undertaken by companies including Western Mining Corporation, Fimiston instruments, etc). These examples should not be taken as limiting the broad Mining Limited, Red River Mining Limited, Dune Resources NL, Arimco meaning of sampling. Mining Pty Ltd, Goldfields Exploration Pty Ltd, Reed Resources Limited • Include reference to measures taken to ensure sample representivity and the (now Neometals Limited), Consolidated Minerals Limited, Portman Iron Ore appropriate calibration of any measurement tools or systems used. Limited, Cliffs Asia Pacific Iron Ore Limited and Polaris Metals Pty Ltd. • Aspects of the determination of mineralisation that are Material to the Public • RAB and RC drill hole coordinates are in a combination of local grid Report. coordinates and UTM grid (AMG84 Z50) and have been measured by surveyor or by handheld GPS. Some more recent soil and rock chip • In cases where ‘industry standard’ work has been done this would be samples were recorded by handheld GPS in UTM grid (GDA94 Z50; Reed relatively simple (e.g. ‘reverse circulation drilling was used to obtain 1 m Resources Limited). samples from which 3 kg was pulverised to produce a 30 g charge for fire assay’). In other cases more explanation may be required, such as where • RAB drilling has been a combination of vertical holes and holes angled at there is coarse gold that has inherent sampling problems. Unusual -60 degrees to the west and east. commodities or mineralisation types (e.g. submarine nodules) may warrant • RC drilling has consisted of holes angled at -60 degrees to the west and disclosure of detailed information. east. • Previous RAB sampling has been a combination of 1 m sampling and composite sampling over intervals of 3 m (Arimco Mining Pty Ltd and Dune Resources NL) and 4 m (Goldfields Exploration Pty Ltd). The entire drill hole has largely been sampled with some selective sampling also evident. Previous RC sampling has been a combination of 1 m sampling or 2 m or 3 m composite sampling, with the entire hole largely sampled. • Western Mining Corporation soil samples were collected from 6–9 inches depth and sieved through a -80 mesh screen. • Dune Resources NL and Arimco Mining Pty Ltd soil samples were 500 g samples that had been sieved to -3.2 mm. • Reed Resources Limited’s soil samples were 300 g samples sieved to - 1.6 mm. • Other explorers do not provide details of the sample size collected.

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Criteria JORC Code explanation Commentary Drilling • Drill type (e.g. core, reverse circulation, open-hole hammer, rotary air blast, • RAB and RC drilling have been undertaken. techniques auger, Bangka, sonic, etc) and details (e.g. core diameter, triple or standard • RAB drilling by Goldfields Exploration Pty Ltd and Dune Resources NL was tube, depth of diamond tails, face-sampling bit or other type, whether core is completed by Challenge Drilling, while RC drilling for both companies was oriented and if so, by what method, etc). completed by Ausdrill. Other details of drilling rig type, rod diameter etc. are not provided in WAMEX reports. • RAB drilling by Arimco Mining Pty Ltd was completed by Leonora Drilling and RC drilling was completed by Robinson Drilling, but no other details are provided. Drill sample • Method of recording and assessing core and chip sample recoveries and • Given the historical nature of the drilling and the techniques used (RAB or recovery results assessed. RC), no information is available about sample recoveries for specific drill • Measures taken to maximise sample recovery and ensure representative programs. nature of the samples. • Whether a relationship exists between sample recovery and grade and whether sample bias may have occurred due to preferential loss/gain of fine/coarse material. Logging • Whether core and chip samples have been geologically and geotechnically • RAB and RC drill holes were geologically logged for at least geology and logged to a level of detail to support appropriate Mineral Resource quartz veining at the time of drilling, with some logs also containing colour estimation, mining studies and metallurgical studies. information. • Whether logging is qualitative or quantitative in nature. Core (or costean, • Logging was onto paper drill logs that are appended to the WAMEX reports. channel, etc) photography. No digital database has been located. • The total length and percentage of the relevant intersections logged. Sub-sampling • If core, whether cut or sawn and whether quarter, half or all core taken. • No reference to sub-sampling techniques has been found. techniques • If non-core, whether riffled, tube sampled, rotary split, etc and whether • Genalysis Laboratories, Perth, assayed some of Dune Resources NL and and sample sampled wet or dry. Arimco Mining Pty Ltd's soil samples using AAS following an aqua regia preparation • For all sample types, the nature, quality and appropriateness of the sample digest (1 ppb Au detection limit). Additional elements included As, Bi, Cu, preparation technique. Ni, Zn, Mn, Cr, Fe, Co and Sb. Genalysis also assayed some Goldfields Exploration Pty Ltd’s RAB and RC samples by AAS (Au and Pb) and • Quality control procedures adopted for all sub-sampling stages to maximise bottom of hole samples for Cu, Pb, Zn, V and Ni by ICP-OES. representivity of samples. • Analabs, Perth, assayed some of Dune Resources NL and Arimco Mining • Measures taken to ensure that the sampling is representative of the in situ Pty Ltd's soil samples using a 24-hour cyanide leach bottle roll (BLEG) with material collected, including for instance results for field duplicate/ a carbon rod finish (0.2 ppb Au detection limit). Analabs also assayed second-half sampling. Dune Resources NL and Arimco Mining Pty Ltd's rock chip samples with • Whether sample sizes are appropriate to the grain size of the material being Au, Pt and Pd by fire assay and Ni and Cu by aqua regia-AAS. sampled. • Amdel Laboratories, Perth, assayed Dune Resources NL and Arimco Mining Pty Ltd's RAB samples for Au (2 ppb detection limit) and As (4 ppm detection limit) by aqua regia-AAS and XRF, respectively. Some later programs had a multi-element suite, including Ag, As, Bi, Cd, Co, Cr, Cu, Fe, Mn, Mo, Ni, Pb, P, Sb, V and Zn, assayed by ICP techniques.

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Criteria JORC Code explanation Commentary • Amdel Laboratories, Kalgoorlie, and Australian Assay Laboratories, Perth, assayed initial 3 m composite RC samples from drilling by Dune Resources NL and Arimco Mining Pty Ltd, by aqua regia-AAS. Analabs, Perth, assayed follow-up 1 m RC samples by fire assay. • Becquerel Laboratories assayed 1 m bottom of hole RAB and RC samples from drilling by Goldfields Exploration Pty Ltd, for gold and a 28-element suite by neutron activation analysis (NAA). • Ultratrace Laboratories assayed Reed Resources Limited's rock chip samples (iron/ nickel exploration) by XRF and soil samples by ICP-MS following a four-acid digest. • Western Mining Corporation’s in-house laboratory at Kalgoorlie assayed soil samples for a multi-element suite of elements by AAS following a multi-acid digest. • RAB sampling was done by the spear method. • RC composite sampling was by spear with follow-up 1 m samples of anomalous results (>0.15 g/t Au) riffle split. • Sampling appears to have been carried out using industry standard practices. • No QAQC procedures for the historical sampling have been reviewed. Quality of • The nature, quality and appropriateness of the assaying and laboratory • Where information has been provided in WAMEX reports, the analytical assay data procedures used and whether the technique is considered partial or total. techniques appear appropriate for the stage of exploration being and laboratory • For geophysical tools, spectrometers, handheld XRF instruments, etc, the undertaken. tests parameters used in determining the analysis including instrument make and • No specific review of QAQC procedures or results has been completed. model, reading times, calibrations factors applied and their derivation, etc. • Standards were inserted in the Goldfields Exploration Pty Ltd’s RAB and • Nature of quality control procedures adopted (e.g. standards, blanks, RC drilling sample submissions. duplicates, external laboratory checks) and whether acceptable levels of accuracy (i.e. lack of bias) and precision have been established. Verification of • The verification of significant intersections by either independent or • Significant intersections have been verified from WAMEX data. sampling and alternative company personnel. • No twinned holes were identified from the data reviewed, although given the assaying • The use of twinned holes. early stage of exploration this is to be expected and appropriate. • Documentation of primary data, data entry procedures, data verification, data • Logging of data was completed in the field using paper logging for historical storage (physical and electronic) protocols. drilling. • Discuss any adjustment to assay data. • No adjustments to original assay data appear to have been made.

MCKI/NOPP/mayn ROU002_IGR - Mineral Assets of Westar Resources_Rev0.docx 13 October 2020 SRK Consulting Appendix E-4

Criteria JORC Code explanation Commentary Location of • Accuracy and quality of surveys used to locate drill holes (collar and down- • RAB and RC drill hole coordinates are in a combination of local grid data points hole surveys), trenches, mine workings and other locations used in Mineral coordinates and UTM grid (AMG84 Z50) and have been measured Resource estimation. predominantly by either surveyor or handheld GPS. • Specification of the grid system used. • No records of downhole surveys for the RAB or RC drilling have been • Quality and adequacy of topographic control. located. • Topographic control is considered adequate for the early stage of exploration activities undertaken. Data spacing • Data spacing for reporting of Exploration Results. • Soil sample spacing is variable with some sample programs on a and • Whether the data spacing and distribution is sufficient to establish the degree 400 m × 100 m spaced grid and some on a 200 m × 50 m grid pattern. distribution of geological and grade continuity appropriate for the Mineral Resource and • Drill hole spacing is also highly variable as this work is early stage Ore Reserve estimation procedure(s) and classifications applied. exploration. • Whether sample compositing has been applied. • Drilling to date has not demonstrated sufficient continuity in both geological and grade continuity to support the definition of a Mineral Resource. • Assays have been composited into significant intersections. No edge dilution has been applied to significant intersections and a maximum of 2 m of internal waste was included in calculated intervals. Orientation of • Whether the orientation of sampling achieves unbiased sampling of possible • RAB and RC drill holes were either vertical or angled at -60 degrees data in structures and the extent to which this is known, considering the deposit type. towards the east or west. relation to • If the relationship between the drilling orientation and the orientation of key • The drilling completed is early stage exploration and reconnaissance in geological mineralised structures is considered to have introduced a sampling bias, this nature and no sampling bias is suspected. structure should be assessed and reported if material. Sample • The measures taken to ensure sample security. • Details of measures taken for the chain of custody of samples for the security previous exploration activities are unknown. Audits or • The results of any audits or reviews of sampling techniques and data. • No audits or reviews of sampling techniques and data have been reviews undertaken.

MCKI/NOPP/mayn ROU002_IGR - Mineral Assets of Westar Resources_Rev0.docx 13 October 2020 SRK Consulting Appendix E-5

Section 2 Reporting of Exploration Results

(Criteria listed in the preceding section also apply to this section.) Criteria JORC Code explanation Commentary Mineral • Type, reference name/ number, location and ownership including agreements • The Mount Finnerty Project is located on granted Exploration Licence tenement and or material issues with third parties such as joint ventures, partnerships, E16/505 located 100 km northeast of Southern Cross in Western Australia. land tenure overriding royalties, native title interests, historical sites, wilderness or The project is held by Rouge Resources Pty Ltd, a 100% owned subsidiary status national park and environmental settings. of Westar Resources Limited. Westar Resources Limited has entered into • The security of the tenure held at the time of reporting along with any known a joint venture with Ramelius Resources Ltd at the Parker Dome and impediments to obtaining a licence to operate in the area. Flinders project areas. Ramelius Resources Ltd can earn up to a 75% interest in the projects by spending A$2 million dollars over 3 years. Westar will hold a free carried 25% until a decision to mine is made, at which point Westar can either contribute to ongoing expenditure or dilute its interest in the Project. • Road access can be made to the project area from the township of Southern Cross and thence via four-wheel drive tracks or along the Carina mine haul road (non-operational), pending access approval from Polaris Metals Pty Ltd. • The project is covered by the Marlinyu Ghoorlie (5590) native title claim. Exploration • Acknowledgment and appraisal of exploration by other parties. • Previous extensive exploration, primarily for gold, iron ore and nickel done by other sulphides, has been undertaken by companies including Western Mining parties Corporation, Fimiston Mining Limited, Red River Mining Limited, Dune Resources NL, Arimco Mining Pty Ltd, Goldfields Exploration Pty Ltd, Reed Resources Limited (now Neometals Limited), Consolidated Minerals Limited, Portman Iron Ore Limited, Cliffs Asia Pacific Iron Ore Limited and Polaris Metals Pty Ltd. • This previous exploration is discussed in detail in Section 3 of this prospectus. • Open file exploration reports by previous explorers, along with associated WAMEX "A" report numbers are listed for the project in Section 3 of this prospectus. Geology • Deposit type, geological setting and style of mineralisation. • The regional geological setting and local geological setting of the project area are discussed in detail in Section 3 of this prospectus.

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Criteria JORC Code explanation Commentary Drill hole • A summary of all information material to the understanding of the exploration • All material exploration information is discussed and has been included on Information results including a tabulation of the following information for all Material drill appropriately scaled maps and diagrams in Section 3 of this prospectus. holes: • No relevant data have been excluded from this report. – easting and northing of the drill hole collar – elevation or RL (Reduced Level – elevation above sea level in metres) of the drill hole collar – dip and azimuth of the hole – down hole length and interception depth – hole length. • If the exclusion of this information is justified on the basis that the information is not Material and this exclusion does not detract from the understanding of the report, the Competent Person should clearly explain why this is the case. Data • In reporting Exploration Results, weighting averaging techniques, maximum • Intersections have been calculated with no edge dilution, a maximum of 2 m aggregation and/or minimum grade truncations (e.g. cutting of high grades) and cut-off of internal dilution and a minimum of 1 m downhole length. methods grades are usually Material and should be stated. • No top-cuts have been applied. • Where aggregate intercepts incorporate short lengths of high grade results • No metal equivalent values are reported. and longer lengths of low grade results, the procedure used for such aggregation should be stated and some typical examples of such aggregations should be shown in detail. • The assumptions used for any reporting of metal equivalent values should be clearly stated. Relationship • These relationships are particularly important in the reporting of Exploration • Only downhole lengths are reported. The true widths of any reported between Results. intersections are unknown. mineralisation • If the geometry of the mineralisation with respect to the drill hole angle is • The exact geometry of any areas of mineralisation is currently not fully widths and known, its nature should be reported. understood though interpretation of available data suggests mineralisation intercept • If it is not known and only the down hole lengths are reported, there should strikes north–northwest and consists of both supergene and primary gold lengths be a clear statement to this effect (e.g. ‘down hole length, true width not mineralisation. Primary gold mineralisation appears to be horizontal in some known’). areas and dips to the east in other areas. Diagrams • Appropriate maps and sections (with scales) and tabulations of intercepts • Appropriate plans and diagrams are included in Section 3 of this should be included for any significant discovery being reported. These prospectus. should include, but not be limited to a plan view of drill hole collar locations and appropriate sectional views. Balanced • Where comprehensive reporting of all Exploration Results is not practicable, • All significant exploration results are reported and tabulated in Section 3 of reporting representative reporting of both low and high grades and/or widths should be this prospectus. practiced to avoid misleading reporting of Exploration Results.

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Criteria JORC Code explanation Commentary Other • Other exploration data, if meaningful and material, should be reported • To date soil, MMI and rock chip sampling, RAB and RC drilling, geological substantive including (but not limited to): geological observations; geophysical survey mapping and interpretation of airborne geophysical surveys have been exploration results; geochemical survey results; bulk samples – size and method of completed by previous explorers. No other modifying factors have been data treatment; metallurgical test results; bulk density, groundwater, geotechnical investigated at this stage. and rock characteristics; potential deleterious or contaminating substances. Further work • The nature and scale of planned further work (e.g. tests for lateral extensions • Further work will include RAB/aircore and RC drilling and the proposed or depth extensions or large-scale step-out drilling). exploration program is discussed in detail in Section 4 of this prospectus. • Diagrams clearly highlighting the areas of possible extensions, including the • Appropriate plans and diagrams are included in Section 3 of this main geological interpretations and future drilling areas, provided this prospectus. information is not commercially sensitive.

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Appendix F: JORC Code Table 1 – Parker Dome

MCKI/NOPP/mayn ROU002_IGR - Mineral Assets of Westar Resources_Rev0.docx 13 October 2020 SRK Consulting Appendix F-1

JORC Code, 2012 Edition – Table 1 Section 1 Sampling Techniques and Data

(Criteria in this section apply to all succeeding sections.)

Criteria JORC Code explanation Commentary Sampling • Nature and quality of sampling (e.g. cut channels, random chips, or specific • Sampling included auger, RAB and aircore drilling. Exploration was techniques specialised industry standard measurement tools appropriate to the minerals undertaken by companies including Audax Resources NL, Gasgoyne Gold under investigation, such as down hole gamma sondes, or handheld XRF Mines NL, Sons of Gwalia Ltd, Abador Gold NL and Burracoppin instruments, etc). These examples should not be taken as limiting the broad Explorations Pty Ltd. meaning of sampling. • Auger, RAB and aircore drill hole coordinates are in a combination of local • Include reference to measures taken to ensure sample representivity and the grid coordinates and UTM grid (AMG84 Z50 & GDA94 Z50) and have been appropriate calibration of any measurement tools or systems used. measured predominantly by handheld GPS. • Aspects of the determination of mineralisation that are Material to the Public • Aircore and RAB drilling has been a combination of angled and vertical Report. holes. • In cases where ‘industry standard’ work has been done this would be • Abador Gold NL’s sampling was nominally of composited samples over relatively simple (e.g. ‘reverse circulation drilling was used to obtain 1 m 4 m, Audax Resources NL and Gasgoyne Gold Mines NL’s sampling was samples from which 3 kg was pulverised to produce a 30 g charge for fire selective 1 m sampling and the entire drill hole was rarely sampled, while assay’). In other cases more explanation may be required, such as where Sons of Gwalia and Burracoppin Explorations sampled every metre there is coarse gold that has inherent sampling problems. Unusual throughout each drill hole. commodities or mineralisation types (e.g. submarine nodules) may warrant • Abador Gold NL’s RAB samples comprised approximately 2 kg of material. disclosure of detailed information. Other explorers do not provide details of the sample size collected. Drilling • Drill type (e.g. core, reverse circulation, open-hole hammer, rotary air blast, • Auger drilling, by Abador, used a hydraulic auger mounted on a bobcat and techniques auger, Bangka, sonic, etc) and details (e.g. core diameter, triple or standard employed 82 mm diameter auger rods. Sampling was to a maximum depth tube, depth of diamond tails, face-sampling bit or other type, whether core is of 1.8 m. oriented and if so, by what method, etc). • No further details on drilling company, rod diameter or rod lengths for RAB or aircore drilling undertaken by Sons of Gwalia Ltd, Burracoppin Explorations and Gasgoyne Gold Mines NL are provided in WAMEX reports. Drill sample • Method of recording and assessing core and chip sample recoveries and • Given the historical nature of the drilling and the techniques used (auger, recovery results assessed. RAB or aircore), no information is available about sample recoveries for • Measures taken to maximise sample recovery and ensure representative specific drill programs. nature of the samples. • Whether a relationship exists between sample recovery and grade and whether sample bias may have occurred due to preferential loss/gain of fine/coarse material.

MCKI/NOPP/mayn ROU002_IGR - Mineral Assets of Westar Resources_Rev0.docx 13 October 2020 SRK Consulting Appendix F-2

Criteria JORC Code explanation Commentary Logging • Whether core and chip samples have been geologically and geotechnically • RAB and aircore drill holes were geologically logged for at least geology logged to a level of detail to support appropriate Mineral Resource and quartz veining at the time of drilling, with some logs also containing estimation, mining studies and metallurgical studies. colour information. Audax Resources NL and Gasgoyne Gold Mines NL • Whether logging is qualitative or quantitative in nature. Core (or costean, also collected magnetic susceptibility data for each metre of drilling. channel, etc) photography. • The total length and percentage of the relevant intersections logged. Sub-sampling • If core, whether cut or sawn and whether quarter, half or all core taken. • No reference to sub-sampling techniques has been found. techniques • If non-core, whether riffled, tube sampled, rotary split, etc and whether • Ultratrace Laboratories and Minlab, Perth, are recorded for some of the and sample sampled wet or dry. assay work.

preparation • For all sample types, the nature, quality and appropriateness of the sample • It appears that sampling was by done by tube or scoop. preparation technique. • Based on the data reviewed (and the detection limits), it is interpreted that • Quality control procedures adopted for all sub-sampling stages to maximise gold analysis was by aqua regia (Abador Gold NL) and fire assay with a representivity of samples. 50 g charge (Audax Resources NL and Gasgoyne Gold Mines NL), and it is • Measures taken to ensure that the sampling is representative of the in situ assumed to have been conducted using industry standard techniques. material collected, including for instance results for field duplicate/ • No QAQC procedures for the historical sampling have been reviewed. second-half sampling. • Whether sample sizes are appropriate to the grain size of the material being sampled. Quality of • The nature, quality and appropriateness of the assaying and laboratory • Where information has been provided in WAMEX reports, the analytical assay data procedures used and whether the technique is considered partial or total. techniques appear appropriate for the stage of exploration being and laboratory • For geophysical tools, spectrometers, handheld XRF instruments, etc, the undertaken. tests parameters used in determining the analysis including instrument make and • No specific review of QAQC procedures or results has been completed. model, reading times, calibrations factors applied and their derivation, etc. • Nature of quality control procedures adopted (e.g. standards, blanks, duplicates, external laboratory checks) and whether acceptable levels of accuracy (i.e. lack of bias) and precision have been established. Verification of • The verification of significant intersections by either independent or • Significant intersections have been verified from WAMEX data. sampling and alternative company personnel. • No twinned holes were identified from the data reviewed, although given the assaying • The use of twinned holes. early stage of exploration this is to be expected and appropriate. • Documentation of primary data, data entry procedures, data verification, data • Logging of data was completed in the field using a combination of paper storage (physical and electronic) protocols. logging or digital logging for historical drilling. • Discuss any adjustment to assay data. • No adjustments to original assay data appear to have been made.

MCKI/NOPP/mayn ROU002_IGR - Mineral Assets of Westar Resources_Rev0.docx 13 October 2020 SRK Consulting Appendix F-3

Criteria JORC Code explanation Commentary Location of • Accuracy and quality of surveys used to locate drill holes (collar and down- • Auger sampling, and RAB and aircore drill hole coordinates are in a data points hole surveys), trenches, mine workings and other locations used in Mineral combination of local grid coordinates and UTM grid (AMG84 Z50 & GDA94 Resource estimation. Z50) and have been measured predominantly by handheld GPS. • Specification of the grid system used. • No downhole surveys were recorded for the RAB or aircore drilling. • Quality and adequacy of topographic control. • Topographic control is considered adequate for the early stage of exploration activities undertaken. Data spacing • Data spacing for reporting of Exploration Results. • Auger sample spacing is variable with some samples spaced at 100 m and and • Whether the data spacing and distribution is sufficient to establish the degree some spaced at 200 m, with the distance between lines varying from 100 m distribution of geological and grade continuity appropriate for the Mineral Resource and to greater than 1.5 km. Drill hole spacing is also highly variable as this work Ore Reserve estimation procedure(s) and classifications applied. is early stage exploration. • Whether sample compositing has been applied. • Drilling to date has not demonstrated sufficient continuity in both geological and grade continuity to support the definition of a Mineral Resource. • Assays have been composited into significant intersections. No edge dilution has been applied to significant intersections and a maximum of 2 m of internal waste was included in calculated intervals. Orientation of • Whether the orientation of sampling achieves unbiased sampling of possible • RAB and aircore drill holes were either vertical or angled at -60 degrees data in structures and the extent to which this is known, considering the deposit type. towards grid east (Audax Resources NL). relation to • If the relationship between the drilling orientation and the orientation of key • The drilling completed is early stage exploration and reconnaissance in geological mineralised structures is considered to have introduced a sampling bias, this nature and no sampling bias is suspected. structure should be assessed and reported if material. Sample • The measures taken to ensure sample security. • Details of measures taken for the chain of custody of samples for the security previous exploration activities are unknown. Audits or • The results of any audits or reviews of sampling techniques and data. • No audits or reviews of sampling techniques and data have been reviews undertaken.

MCKI/NOPP/mayn ROU002_IGR - Mineral Assets of Westar Resources_Rev0.docx 13 October 2020 SRK Consulting Appendix F-4

Section 2 Reporting of Exploration Results

(Criteria listed in the preceding section also apply to this section.) Criteria JORC Code explanation Commentary Mineral • Type, reference name/ number, location and ownership including agreements • The Parker Dome Project is located on granted Exploration Licence tenement and or material issues with third parties such as joint ventures, partnerships, E77/2424 located 60 km southeast of Southern Cross in Western Australia. land tenure overriding royalties, native title interests, historical sites, wilderness or The project is held by Rouge Resources Pty Ltd, a 100% owned subsidiary status national park and environmental settings. of Westar Resources Limited. Westar Resources Limited has entered into a • The security of the tenure held at the time of reporting along with any known joint venture with Ramelius Resources Ltd at the Parker Dome and Flinders impediments to obtaining a licence to operate in the area. project areas. Ramelius Resources Ltd can earn up to a 75% interest in the projects by spending A$2 million dollars over 3 years. Westar will hold a free carried 25% until a decision to mine is made, at which point Westar can either contribute to ongoing expenditure or dilute its interest in the Project. • Good road access can be made to the project area from the townships of Southern Cross and Marvel Loch. • The project is covered by the Marlinyu Ghoorlie (5590) native title claim. Exploration • Acknowledgment and appraisal of exploration by other parties. • Previous exploration has been undertaken by companies including Audax done by other Resources NL, Gasgoyne Gold Mines NL, Sons of Gwalia Ltd, Abador Gold parties NL and Burracoppin Explorations Pty Ltd. • This previous exploration is discussed in detail in Section 3 of this prospectus. • Open file exploration reports by previous explorers, along with associated WAMEX "A" report numbers are listed for the project in Section 3 of this prospectus. Geology • Deposit type, geological setting and style of mineralisation. • The regional geological setting and local geological setting of the project area is discussed in detail in Section 3 of this prospectus. Drill hole • A summary of all information material to the understanding of the exploration • All material exploration information is discussed and has been included on Information results including a tabulation of the following information for all Material drill appropriately scaled maps and diagrams in Section 3 of this prospectus. holes: • No relevant data have been excluded from this report. – easting and northing of the drill hole collar – elevation or RL (Reduced Level – elevation above sea level in metres) of the drill hole collar – dip and azimuth of the hole – down hole length and interception depth – hole length. • If the exclusion of this information is justified on the basis that the information is not Material and this exclusion does not detract from the understanding of the report, the Competent Person should clearly explain why this is the case.

MCKI/NOPP/mayn ROU002_IGR - Mineral Assets of Westar Resources_Rev0.docx 13 October 2020 SRK Consulting Appendix F-5

Criteria JORC Code explanation Commentary Data • In reporting Exploration Results, weighting averaging techniques, maximum • Intersections have been calculated with no edge dilution, a maximum of 2 m aggregation and/or minimum grade truncations (e.g. cutting of high grades) and cut-off of internal dilution and a minimum of 1 m downhole length. methods grades are usually Material and should be stated. • No top-cuts have been applied. • Where aggregate intercepts incorporate short lengths of high grade results • No metal equivalent values are reported. and longer lengths of low grade results, the procedure used for such aggregation should be stated and some typical examples of such aggregations should be shown in detail. • The assumptions used for any reporting of metal equivalent values should be clearly stated. Relationship • These relationships are particularly important in the reporting of Exploration • Only downhole lengths are reported. The true widths of any reported between Results. intersections are unknown. mineralisation • If the geometry of the mineralisation with respect to the drill hole angle is • The exact geometry of any areas of mineralisation is currently unknown. widths and known, its nature should be reported. intercept • If it is not known and only the down hole lengths are reported, there should lengths be a clear statement to this effect (e.g. ‘down hole length, true width not known’). Diagrams • Appropriate maps and sections (with scales) and tabulations of intercepts • Appropriate plans and diagrams are included in Section 3 of this should be included for any significant discovery being reported. These prospectus. should include, but not be limited to a plan view of drill hole collar locations and appropriate sectional views. Balanced • Where comprehensive reporting of all Exploration Results is not practicable, • All significant exploration results are reported. reporting representative reporting of both low and high grades and/or widths should be practiced to avoid misleading reporting of Exploration Results. Other • Other exploration data, if meaningful and material, should be reported • To date only auger sampling, RAB and aircore drilling and interpretation of substantive including (but not limited to): geological observations; geophysical survey airborne geophysical surveys have been completed by previous explorers. exploration results; geochemical survey results; bulk samples – size and method of No other modifying factors have been investigated at this stage. data treatment; metallurgical test results; bulk density, groundwater, geotechnical and rock characteristics; potential deleterious or contaminating substances. Further work • The nature and scale of planned further work (e.g. tests for lateral extensions • Further work will include exploration drilling and the proposed exploration or depth extensions or large-scale step-out drilling). program is discussed in detail in Section 4 of this prospectus. • Diagrams clearly highlighting the areas of possible extensions, including the • Appropriate plans and diagrams are included in Section 3 of this main geological interpretations and future drilling areas, provided this prospectus. information is not commercially sensitive.

MCKI/NOPP/mayn ROU002_IGR - Mineral Assets of Westar Resources_Rev0.docx 13 October 2020 SRK Consulting Appendix G

Appendix G: JORC Code Table 1 – Opaline Well

MCKI/NOPP/mayn ROU002_IGR - Mineral Assets of Westar Resources_Rev0.docx 13 October 2020 SRK Consulting Appendix G-1

JORC Code, 2012 Edition – Table 1 Section 1 Sampling Techniques and Data

(Criteria in this section apply to all succeeding sections.)

Criteria JORC Code explanation Commentary Sampling • Nature and quality of sampling (e.g. cut channels, random chips, or specific • Sampling included stream sediment sampling and rock chip sampling. techniques specialised industry standard measurement tools appropriate to the minerals Relatively few samples have been taken and the project has not been under investigation, such as down hole gamma sondes, or handheld XRF subject to a systematic sampling program. instruments, etc). These examples should not be taken as limiting the broad • Sampling coordinates are in a combination of local grid coordinates and meaning of sampling. UTM grid (AMG84 Z50 & GDA94 Z50) and have been measured • Include reference to measures taken to ensure sample representivity and the predominantly by handheld GPS. appropriate calibration of any measurement tools or systems used. • No drilling located in project area. • Aspects of the determination of mineralisation that are Material to the Public • Rock chip samples collected by Alcoa of Australia were generally of Report. 1.5-2.5 kg of material while stream sediment samples comprised 200 g of • In cases where ‘industry standard’ work has been done this would be material sieved through -40 mesh. relatively simple (e.g. ‘reverse circulation drilling was used to obtain 1 m • Great Southern Mines’ stream sediment samples averaged 2.5 kg of samples from which 3 kg was pulverised to produce a 30 g charge for fire sieved -10 mesh material: 250 g was split off for digestion and base metal assay’). In other cases more explanation may be required, such as where assay by AAS and 2.25 kg underwent bulk cyanide leaching for 24 hours there is coarse gold that has inherent sampling problems. Unusual and assayed for Au and Pd. commodities or mineralisation types (e.g. submarine nodules) may warrant • Other explorers do not provide details of the sample size collected. disclosure of detailed information. Drilling • Drill type (e.g. core, reverse circulation, open-hole hammer, rotary air blast, • Not applicable. No historical drilling reported within the project area. techniques auger, Bangka, sonic, etc) and details (e.g. core diameter, triple or standard tube, depth of diamond tails, face-sampling bit or other type, whether core is oriented and if so, by what method, etc). Drill sample • Method of recording and assessing core and chip sample recoveries and • Not applicable. No historical drilling reported in the project area. recovery results assessed. • Measures taken to maximise sample recovery and ensure representative nature of the samples. • Whether a relationship exists between sample recovery and grade and whether sample bias may have occurred due to preferential loss/gain of fine/ coarse material.

MCKI/NOPP/mayn ROU002_IGR - Mineral Assets of Westar Resources_Rev0.docx 13 October 2020 SRK Consulting Appendix G-2

Criteria JORC Code explanation Commentary Logging • Whether core and chip samples have been geologically and geotechnically • Not applicable. No historical drilling reported in the project area. logged to a level of detail to support appropriate Mineral Resource estimation, mining studies and metallurgical studies. • Whether logging is qualitative or quantitative in nature. Core (or costean, channel, etc) photography. • The total length and percentage of the relevant intersections logged. Sub-sampling • If core, whether cut or sawn and whether quarter, half or all core taken. • Stream sediment samples were sub-sampled by some previous explorers techniques • If non-core, whether riffled, tube sampled, rotary split, etc and whether (e.g. Great Southern Mines). A 2.5 kg sample had 250 g split off and and sample sampled wet or dry. pulverised to -75 microns and assayed for Cu, Pb, Zn, Ag, Sb, As, Ni and Mn, and the remaining 2.25 kg sample underwent bulk cyanide leaching. preparation • For all sample types, the nature, quality and appropriateness of the sample preparation technique. • Other explorers do not provide details of the sample size collected. • Quality control procedures adopted for all sub-sampling stages to maximise • No QAQC procedures for the historical sampling have been reviewed. representivity of samples. • Measures taken to ensure that the sampling is representative of the in situ material collected, including for instance results for field duplicate/ second-half sampling. • Whether sample sizes are appropriate to the grain size of the material being sampled. Quality of • The nature, quality and appropriateness of the assaying and laboratory • Where information has been provided in WAMEX reports, the analytical assay data procedures used and whether the technique is considered partial or total. techniques appear appropriate for the stage of exploration being and laboratory • For geophysical tools, spectrometers, handheld XRF instruments, etc, the undertaken. tests parameters used in determining the analysis including instrument make and • Great Southern Mines’ stream sediment and rock chip samples were model, reading times, calibrations factors applied and their derivation, etc. assayed by Genalysis Laboratories, Perth, by AAS following an aqua regia • Nature of quality control procedures adopted (e.g. standards, blanks, digest (a partial digest technique). Rock chip samples collected by Hitchin duplicates, external laboratory checks) and whether acceptable levels of & Associates were assayed by fire assay at Pilbara Laboratories, Perth accuracy (i.e. lack of bias) and precision have been established. (total digest technique). Other explorers do not provide details of the assay technique or laboratory used. • No specific review of QAQC procedures or results has been completed although it is assumed that the programs were conducted using industry standard practices and techniques. Verification of • The verification of significant intersections by either independent or • No historical drilling reported in the project area. sampling and alternative company personnel. • Some previous explorers logged details of rock chip samples, including assaying • The use of twinned holes. geology and any vein material. • Documentation of primary data, data entry procedures, data verification, data • No adjustments to original assay data appear to have been made. storage (physical and electronic) protocols. • Discuss any adjustment to assay data.

MCKI/NOPP/mayn ROU002_IGR - Mineral Assets of Westar Resources_Rev0.docx 13 October 2020 SRK Consulting Appendix G-3

Criteria JORC Code explanation Commentary Location of • Accuracy and quality of surveys used to locate drill holes (collar and down- • Stream sediment and rock chip sample coordinates are in a combination of data points hole surveys), trenches, mine workings and other locations used in Mineral local grid coordinates and UTM grid (AMG84 Z50 & GDA94 Z50) and have Resource estimation. been measured predominantly by handheld GPS. • Specification of the grid system used. • Not applicable. No historical drilling reported in the project area. • Quality and adequacy of topographic control. • Topographic control is considered adequate for the early stage of exploration activities undertaken. Data spacing • Data spacing for reporting of Exploration Results. • Stream sediment and rock chip sampling have not been completed on a and • Whether the data spacing and distribution is sufficient to establish the degree systematic pattern. Sixteen stream sediment samples are recorded within distribution of geological and grade continuity appropriate for the Mineral Resource and the project area and samples can be several kilometres apart. Rock chip Ore Reserve estimation procedure(s) and classifications applied. sampling has concentrated around the old Triberton gold workings, in the northern project area, or in the central project area around the Opaline Well • Whether sample compositing has been applied. alluvial gold workings. • No drilling is reported. No sample compositing has been applied. Orientation of • Whether the orientation of sampling achieves unbiased sampling of possible • Only limited stream sediment and rock chip sampling is recorded within the data in structures and the extent to which this is known, considering the deposit type. project area. The rock chip sampling results located in the project area are relation to • If the relationship between the drilling orientation and the orientation of key concentrated around the old Triberton gold workings and the Opaline Well geological mineralised structures is considered to have introduced a sampling bias, this gold workings. These results are not considered representative of the structure should be assessed and reported if material. greater project area. • The limited sampling completed is early stage exploration and reconnaissance in nature and no sampling bias is suspected. Sample • The measures taken to ensure sample security. • Details of measures taken for the chain of custody of samples for the security previous exploration activities are unknown. Audits or • The results of any audits or reviews of sampling techniques and data. • No audits or reviews of sampling techniques and data have been reviews undertaken.

MCKI/NOPP/mayn ROU002_IGR - Mineral Assets of Westar Resources_Rev0.docx 13 October 2020 SRK Consulting Appendix G-4

Section 2 Reporting of Exploration Results

(Criteria listed in the preceding section also apply to this section.) Criteria JORC Code explanation Commentary Mineral • Type, reference name/ number, location and ownership including agreements • The Opaline Well Project is located on granted Exploration Licence tenement and or material issues with third parties such as joint ventures, partnerships, E45/4997 located 40 km west of Nullagine in Western Australia. The land tenure overriding royalties, native title interests, historical sites, wilderness or project is held by Rouge Resources Pty Ltd, a 100% owned subsidiary of status national park and environmental settings. Westar Resources Limited. • The security of the tenure held at the time of reporting along with any known • The Bonney Downs Hillside Road runs close to the project area. impediments to obtaining a licence to operate in the area. • The project is not subject to any native title claims. Exploration • Acknowledgment and appraisal of exploration by other parties. • Previous exploration has been undertaken by companies including done by other Marathon Petroleum Australia Limited, Anglo American Corporation, Otter parties Exploration NL, Alcoa of Australia, CRA Exploration, Haoma Mining, De Beers Australia Exploration, Alkane Exploration, Ocean Resources, Northling, Great Southern Mines, Gondwana Resources, Hitchin & Associates and Atlas Iron. • This previous exploration is discussed in detail in Section 3 of this prospectus. • Open file exploration reports by previous explorers, along with associated WAMEX "A" report numbers are listed for the project in Section 3 of this prospectus. Geology • Deposit type, geological setting and style of mineralisation. • The regional geological setting and local geological setting of the project area are discussed in detail in Section 3 of this prospectus. Drill hole • A summary of all information material to the understanding of the exploration • All material exploration information is discussed and has been included on Information results including a tabulation of the following information for all Material drill appropriately scaled maps and diagrams in Section 3 of this prospectus. holes: • No relevant data have been excluded from this report. – easting and northing of the drill hole collar – elevation or RL (Reduced Level – elevation above sea level in metres) of the drill hole collar – dip and azimuth of the hole – down hole length and interception depth – hole length. • If the exclusion of this information is justified on the basis that the information is not Material and this exclusion does not detract from the understanding of the report, the Competent Person should clearly explain why this is the case.

MCKI/NOPP/mayn ROU002_IGR - Mineral Assets of Westar Resources_Rev0.docx 13 October 2020 SRK Consulting Appendix G-5

Criteria JORC Code explanation Commentary Data • In reporting Exploration Results, weighting averaging techniques, maximum • No historical drilling reported in the project area. aggregation and/or minimum grade truncations (e.g. cutting of high grades) and cut-off • No top-cuts have been applied. grades are usually Material and should be stated. methods • No metal equivalent values are reported. • Where aggregate intercepts incorporate short lengths of high grade results and longer lengths of low grade results, the procedure used for such aggregation should be stated and some typical examples of such aggregations should be shown in detail. • The assumptions used for any reporting of metal equivalent values should be clearly stated. Relationship • These relationships are particularly important in the reporting of Exploration • No historical drilling reported in the project area. The exact geometry of between Results. any areas of mineralisation is currently unknown. mineralisation • If the geometry of the mineralisation with respect to the drill hole angle is widths and known, its nature should be reported. intercept • If it is not known and only the down hole lengths are reported, there should lengths be a clear statement to this effect (e.g. ‘down hole length, true width not known’). Diagrams • Appropriate maps and sections (with scales) and tabulations of intercepts • Appropriate plans and diagrams are included in Section 3 of this should be included for any significant discovery being reported These should prospectus. include, but not be limited to a plan view of drill hole collar locations and appropriate sectional views. Balanced • Where comprehensive reporting of all Exploration Results is not practicable, • All significant exploration results are reported. reporting representative reporting of both low and high grades and/or widths should be practiced to avoid misleading reporting of Exploration Results. Other • Other exploration data, if meaningful and material, should be reported • To date only geological mapping, stream sediment and rock chip sampling, substantive including (but not limited to): geological observations; geophysical survey data review and interpretation of airborne geophysical surveys have been exploration results; geochemical survey results; bulk samples – size and method of completed by previous explorers. No other modifying factors have been data treatment; metallurgical test results; bulk density, groundwater, geotechnical investigated at this stage. and rock characteristics; potential deleterious or contaminating substances. Further work • The nature and scale of planned further work (e.g. tests for lateral extensions • Further work will include exploration drilling and the proposed exploration or depth extensions or large-scale step-out drilling). program is discussed in detail in Section 4 of this prospectus. • Diagrams clearly highlighting the areas of possible extensions, including the • Appropriate plans and diagrams are included in Section 3 of this main geological interpretations and future drilling areas, provided this prospectus. information is not commercially sensitive.

MCKI/NOPP/mayn ROU002_IGR - Mineral Assets of Westar Resources_Rev0.docx 13 October 2020 SRK Consulting Distribution Record

SRK Report Client Distribution Record

Project Number: ROU002 Report Title: Independent Geologist’s Report on the Mineral Assets of Westar Resources Limited Date Issued: 13 October 2020

Name/Title Company Karl Jupp Westar Resources Limited

Rev No. Date Revised By Revision Details 0 13/10/2020 Jeames McKibben Final Report

This Report is protected by copyright vested in SRK Consulting (Australasia) Pty Ltd. It may not be reproduced or transmitted in any form or by any means whatsoever to any person without the written permission of the copyright holder, SRK.

MCKI/NOPP/mayn ROU002_IGR - Mineral Assets of Westar Resources_Rev0.docx 13 October 2020 | 196 | Prospectus | Westar Resources Report on the Report onthe Solicitors’ Solicitors’ Tenements 09 | 197 | Prospectus | Westar Resources 86 First Avenue, MOUNT LAWLEY WA 6050 House Legal PtyLtdACN 619683395 that asat8October2020: below, confirm we out set qualifications and assumptions the to subject and enquiries and searches our on Based 2. material contracts thatrelate toWestar’s interest intheTenements. 8 and10of theProspectus, whichdoesnotform partof thisreport setouttechnicalinformation andsummariesof The attached Tenementinterest. Schedule() an and notes holds to the Westar Schedule, which contain an in (Tenementsoverview ) tenements of the mining Tenements.Australian Western Sections to relates report The to raise $5,000,000. byWestar Resources (WestarLimitedACN082 issue 895 an shares635 ofat 25,000,000 share ) price per of $0.20 This report isprepared for inclusioninaprospectus (Prospectus) tobedatedonorabout23October2020for issue 1. SOLICITOR’S REPORT Dear Sirs Perth WA 6923 Level 13,37StGeorges Terrace Westar Resources Limited The Directors 9 October2020 For thepurposeof thisreport, we have conducted thefollowing searches andenquirieson8October2020: 3. (e) (d) (c) (b) (a) (c) (b) (a) Opinion Introduction Searches n h Shdl o te rsets tee r n lgl rgltr o cnrcul meiet t Westar to impediments contractual or regulatory legal, undertaking exploration onthe Tenements. no are there Prospectus, the or Schedule the in normally are (which authorisations administrative applied for only at standard,the time of finalising the details to of individual exploration plans), or relatingas otherwise detailed below comments the to subject the Tenements ascertainable from oursearches andtheinformation provided tous;and to relation in encumbrances including interests, party third to as statements accurateprovides report this the Schedule; none of theTenements are subjecttoanyunusualconditions of amaterialnature otherthanasdisclosedin been paid; have applicable rents all the and this report, standing in good unless arespecified in Tenements otherwise of thoseTenements; the details of the Tenements referred to in the Schedule are accurate as to the status and registered holders erhs f h Aoiia Hrtg Iqiy ytm f h Dprmn o Pann, ad ad Heritage and Lands Planning, of Department ( the of System Inquiry Heritage Aboriginal the of searches system maintainedby theDMIRS; ‘TENGRAPH’ Tenementsthe fromthe online ofsearchesappraisal informationobtained quick summarising and MiningRegulations 1981(WA) (MiningAct); and of Mines, Industry Regulation and Safety of Western Australia (DMIRS) pursuant to the Mining Act 1978 (WA) searches of the Tenements in the mining tenement register (DMIRS Register) maintainedby theDepartment DPLH) for both“Registered AboriginalSites”and“Other Heritage Places”.

Solicitors’ Report on theTenements E: [email protected] M: 0413481525

| 198 | Prospectus | Westar Resources 86 First Avenue, MOUNT LAWLEY WA 6050 House Legal PtyLtdACN 619683395 In preparing thisReport: 4. endorsements ontitle.Inrelation totheSchedule, we make thefollowing comments: and conditions encumbrances, any of summary a Tenementsand the of description brief a out sets Schedule The administrative level. for approvalDMIRS an the at generallyto required aresubmitted exploration undertakenforprogramand an be to DMIRS to other Government the agencies and any approvalsby referralgiveninvolve may be subject to special conditions. Approvals may are approvals Such DMIRS. the by approved been has tenement mining a on out carried In addition to the Authorisations and approvals described below, it is a requirement that any ground disturbing work resources are alsoexcluded fromenergy thegrant of aminingtenement. geothermal and petroleum (WA), 1987 Act Resources Energy Geothermal and Petroleum the Under excluded title. also is iron for mining or Exploration tenement mining the on endorsed and Act) Mining the in defined (as Minister land. the by authorised been has unlessit private on occurring clay or sand excluding but shale, oil In accordance with the Mining Act, the holder of a mining tenement is permitted to explore for all minerals including leases, whichmaybeappliedfor inconversion of anexploration licence whencircumstances permit. mining to as comments general some and licence exploration an of holder a to afforded rights the of explanation The titles. ancillary certain as well as Act Tenements which Westar Mining has an interest in are all exploration the licences and so the notes below are to limited to a brief pursuant granted “M”) (prefixed leases mining and “E”) Westernlicencesprospectingcomprise licences(prefixedin Australiaexploration (prefixed “P”), tenements Mining 5. (g) (f) (e) (d) (c) (b) (a) (c) (b) (a) Assumptions andqualifications Western Australia Tenements te ta a cn e setie fo te aaae anand y h DL (s e ot n paragraph unregistered in sitesof significance toaboriginalpeoplewithinthearea. out set (as DPLH or additional the any are there if determine by Tenementsto the of area maintained the researched not haveabove,we 3(c) database the from ascertained be can as than other the “quick appraisal” searches referred toinparagraph 3(b)above; and in disclosed as than other extinguishment, any ofextent the or extinguished, havebeen haveor not rights we have not researched the underlying land tenure in respect of the Tenements to determine if native title legislation relating totheTenements; other all and Act Mining the of provisions applicable all with complied has Westar that assumedhave we no opinionastowhethertheregistration willbeeffected, orthe consequences of non-registration; registered,yetexpresswe not is registrationforbut Tenementslodged the been in has dealing any where due course; in granted be will or been has Authorisation that assumed have we legislation, relevant other any or Act, Mining the under (Authorisation) consent or permission approval, authorisation, an requires Tenements affecting for the mining) explorationland or the disturbing (including act or agreement,dealing whereany to them,andwhere applicable, dulystamped; capacity and powers of, and were validly authorised, executed and delivered by and binding on each party we have assumed all contracts, agreements or arrangements have been supplied to us and were within the information obtainedfrom theDMIRSandDPLH; we have assumed the accuracy and completeness of results of the searches of the DMIRS Register and other conditions attachedtoeachTenement and andgenerallyterms undertheMiningActandotherrelevant legislation. the with holder that by compliance to subject are tenement mining a of holder a of rights the the of area the earlier miningtenementbeingexcised from thegrant of theTenement;in and resulting Tenement relevant the of boundaries the within situated tenements mining pre-existing of existence the by reduced be might Schedule, the in shown as Tenements, the of area the not possible toverify thoseareas withoutconducting asurvey whichhasnotbeenundertaken; is it searches, tenement the on Tenementsshownreferences the details ofareas the takenfrom arethe to Solicitors’ Report on theTenements E: [email protected] M: 0413481525

| 199 | Prospectus | Westar Resources 86 First Avenue, MOUNT LAWLEY WA 6050 House Legal PtyLtdACN 619683395 (a)

The Minister may make an order for the forfeiture of an exploration licence for any of the following reasons: Forfeiture ofExploration Licences requirements, unless exempted, renders theexploration licence liabletoforfeiture. certain on failureA complyexpenditure to with requirementsdiscretionMinister. the of the at or Act Mining the in groundsout set expenditure minimum with compliance from exemption for apply may licence minimum annual expenditure requirements which are set out in the Schedule. The holder of an exploration Annual rent andshire rates are payableinrespect of exploration licences. Exploration licences are subjectto mining leaseapplicationpendingtheoutcome of thatminingleaseapplication. the to subject land the overforce in continue will licence exploration the determined, being application for a mining lease is made, and the term of the exploration licence is due to expire prior to the mining lease Act, one or more mining leases over any part of land subject to the exploration licence. WhereDuring the term of an exploration an licence, the application holder may apply for and have granted subject to the Mining licence requires nosuchapproval. the affecting the prior written consent of the Minister. A transfer inor after the first anniversary without of the grantindirectly, of an exploration or interest directly whether with, orequitable dealt otherwise legal or transferred a be cannot licence exploration licence, an exploration of grant of year first the During requirement isavailable. further year if satisfied that a prescribed ground for deferral exists. No exemption from the relinquishment one for requirement relinquishment the defer may Minister The period. year five initial the of end the at Exploration licences are subject to a requirement that the holder relinquishes 40% of the tenement area of anyyear of theterm. prospecting, or where or the Minister considers the land difficulties has been unworkable experiencedfor whole or a holder considerable part the delays when arising from governmental, circumstances legal, climatic or include heritage reasons, where extension work carried out for justifies further grounds’ ‘Prescribed extension for ground’ ‘prescribed a exists. that satisfied is Minister the if periods year two further by then and years five of period one by extended be may which terms year five with granted are licences Exploration be necessary orexpedient for thepurposeof exploring for minerals in,onorundertheland. An exploration licence authorises the holder to enter land using vehicles, machinery and equipment as may person. one any by held be may licenceswhich explorationof number the to limit no is There km². 3.3 to 2.8km² comprise one minute of longitude by one minute of latitude and therefore range in area from approximately designated areas of Western Australia and a maximum of 70 graticular blocks elsewhere. Graticular blocks in blocks graticular 200 maximum a to up land overexplore to holder the permits licence exploration An Exploration Licences must be made during the expenditure year in which there is non-compliance, or within eight months months eight within or non-compliance, is there which thereafter. in year expenditure the during made be must statutory meet to failureminimum expenditure requirements). Suchapplicationfor forfeiturea inrespectcommonly, of expenditure conditions (most licence exploration the of terms the with comply to holder the byfailure a to licenceforfeitedexplorationdue have an to application an make also may party third A (v) (iv) (iii) (ii) (i) if theholderisconvicted of anoffence underthe MiningAct. failure tosatisfyminimumexpenditure conditions; or failure tocomply withcertain provisions of theMiningAct; by theMiningAct; non-compliance with conditions of an exploration licence such as lodgment of a report as required failure topayrent orroyalty; Solicitors’ Report on theTenements E: [email protected] M: 0413481525

| 200 | Prospectus | Westar Resources 86 First Avenue, MOUNT LAWLEY WA 6050 House Legal PtyLtdACN 619683395 of tenements (including allemployees orcontractors). group workingofa hourssafetyspent number on a the levypay on to based liable be also may holder tenement A secure theperformance of atenementholder’srehabilitation obligationsonaminingtenement. to bond performance guaranteed bank a lodge to required be also may holder tenement a circumstances, certain levy a based on the area it has disturbed pay on a tenement (and on the estimate of the cost of rehabilitation of such area). In to holder tenement a requires which applies system levy rehabilitation mining a Australia Western In 7. a from obtained or produced mineral mining tenement. of type the on depending differ calculation of methods and rates Royalty tenement. mining that from obtained produced or is mineral any which during quarter first the ofexpiration the at commencing report production quarterly a provide must tenement mining a of holder The form. approved an in return royalty a by accompanied be must and quarterly payable are Royalties government. state the to tenement mining a from obtained minerals) containing material (including minerals on royalties pay Tenementmust holders 6. (b) Rehabilitation levies orsecurities Royalties will be$5,000. expenditureannual minimum exceedhectaresthe not 5 does lease mining the If lease. the of term the of expend or cause to be expended $100 per hectare (with a minimum of $10,000) annually during each year must lease mining a of holder the and leases mining to respect in payable are rates shire and rent Annual to theMinister.Atermof renewal mustnotexceed 21years. A mining lease is granted for a term of 21 years and may be renewed for successive terms upon application mine closure andrehabilitation. are required to detail all matters relating to the environmental management of a open-cut, proposed project including (including lease have(and proposalslodgeapproved) Mining to proposal.construction the activities), mining incidental a with of subject the land the mining of out part underground,quarrying,dredging, harvesting,treatment operationstogethertailing scraping, and carrying leaching any before on lessee, kind the prescribed requiring a condition of a operations to subject is lease mining granted Every indicate thatthere isareasonable prospect of minerals beingobtainedby miningoperations. results exploration where minerals of a deposit as defined is mineralisation’ ‘significant Act Mining the of mineralisation in, on, or under the land to which an application for a mining lease relates. and For the purposes astatement If person. significant is there that satisfied Director, qualified be the must Surveylodged,Geological are report mineralisation a by prepared report mineralisation a the on with out together carried lease be mining to likely are that operations mining a the or about proposal information mining out a setting either by‘statement’ accompanied is application the if granted be only may lease mining A subject tothemininglease. land the under or on, in, operations mining out effectually carry necessaryto things and acts all do to and them, of dispose and minerals any land the removefrom and take and land, the mine and work to holder for, the applied authorise if will lease, mining A Westar. by held or for applied leases mining no areThere Mining Leases exceed $50,000inanyothercase. not must not and with, penalty complied been not The have conditions expenditure minimum where case licence.a in $10,000 explorationexceed the forfeiting of instead penalty a impose may Minister The of is non-compliance that satisfied sufficient gravity tojustifythe forfeitureis ofthe exploration licence. Minister the if forfeiture for order an make only may Minister The Solicitors’ Report on theTenements E: [email protected] M: 0413481525

| 201 | Prospectus | Westar Resources 86 First Avenue, MOUNT LAWLEY WA 6050 House Legal PtyLtdACN 619683395 9. as such terms Other area. the in exist people Aboriginal compensation payabletothenative titlepartymightbeincluded. to significance of objects or sites any if determine to activities disturbing ground of ahead surveys of out carrying the for procedureagreement. a the include of commonly terms Agreements the upon tenement mining the of grant the to consent and procedure expedited the to area the on work to respect with concerns heritage subject to a mining tenement. The agreements generallyAboriginal provide for a native potential title party to withdraw their objection address to intended is AHA or RSHA A to negotiate procedure. right the to subject be will applications agreement, an such of absence the In place. in (AHA) Agreement Heritage Alternative existing an has or (RSHA) Agreement Heritage Standard Regional a executed has applicant the where licences prospecting and exploration of grant the to procedure expedited the apply to DMIRS the of policy a is It agreement, orapplytotheNationalNative TitleTribunal (NNTT)for adeterminationof thematter. reach negotiateand either may parties the lodged, is objection an If granted. be can tenement mining the lodged, objection no is there If tenement. mining the of grant the procedurefor expedited the of use the to objection an State Australia Western the the proposed grant of a licences) mining tenement is advertised under prospectingthe expedited procedure, native title or parties can lodge exploration of Government applies a respect‘fast track’ procedure (the ‘expedited procedure’) in place in of the right to negotiate process. If (predominantly cases some In the miningleaseapplicationoritsgrant. negotiate in good faith to attempt to resolve must any potential claimant concerns title the native native title claimants and may have applicant arising from tenement the wherebyprocess a describes negotiate to right The lease. apply to the grant of any type of mining tenement, but in practice, it applies predominantly to the grant of a mining might negotiate to right The notice. that after months four within registeredbecomes claim their if or tenement), mining the grant (ie act the do to intends it stating notice), 29 section a as (known noticegovernment a issuesthe time the registeredat is claim title native their if tenements mining certain of grant the ‘right to relation the in negotiate’ to gain claimants’ title Native title. native affects that waters or land on development or activity an is Act the of purposes the for Act’ ‘Future a is tenement mining a of grant The pursuant tothedeterminationofestablished claimsby theFederal Court. be will title native of existence The area. an in exists title native no that indicate necessarilyof claim absence a the does nor claimed, area the over exists title native that mean necessarily not does claim lodged of a existence The Tenements. the affecting any) (if claims title native relevant out sets Schedule mining The new affect tenements. likely will and Australia Western of areas large over exist title native for claims or Title Native 8. (a) Validity oftitles Native Title arbitral body) to make a determination as to whether the grant may proceed (and if so, on what conditions). If parties cannot reach agreement as to the terms of grant, a negotiation party may apply to the NNTT (as the the Future Act. of doing the about agreementreaching to view a with faith good in negotiate must parties the time which period of negotiation between the relevant government month party, the nativesix title party and minimum the grantee, during statutory a of consists procedure negotiate to right The Act. Future proposed the out of carrying the to parties title native relevant the of agreement the obtain to are initiated are parties Negotiations procedures, negotiate to right the Under required to negotiate in with. relation to the grant of the proposed complied Future Act, eg the grant of been a mining tenement. have NTA the of processes Mining tenements granted after 23 December 1996 that affect native title will be valid only if the applicable Right toNegotiate Procedure Solicitors’ Report Native TitleAct1993(Cth) (NTA on theTenements E: [email protected] M: 0413481525 ). AFuture

| 202 | Prospectus | Westar Resources 86 First Avenue, MOUNT LAWLEY WA 6050 House Legal PtyLtdACN 619683395 10. (c) (b) (a) (c) (b) Aboriginal Heritage to undertake heritage surveys onlyover areas abouttobedisturbedandonlywhenwork isimminent. CommonwealthHeritage Act or the the WA by Heritage Act protectedwithin the area sites of the Tenements.any be It is commonmay practice foror an explorerare there whether to as investigations or searches Other than the search of the DPLH register described in part3(c) of this report, we have not undertaken any Aboriginal SiteswithintheTenements before conduct Heritage Cultural the Aboriginal of being areas conducting exploration, willlikely continue above, underthenew constitute Bill. or described contain may practice that areas the identify to Australia, surveys of Western in managed is Heritage Cultural Aboriginal way the changes fundamentally form)current its passedin (if public Bill new the Whilst for consultation. 2020 Bill Heritage Cultural Aboriginal the released has Australia Western of Government The heritage survey are metby thetenementholder. walking the land identifying sites and discussing the impact of proposed exploration activity. The costs of a surveysinvolvewhich heritage relevantthe traditionalowners necessary,as and Aboriginal archaeologistan anthropologistor undertake commonly holders tenement obligation, this satisfy To Site. Aboriginal an with interfering avoid to obligation an has State the of area an disturbing party Any prosecution. to lead can that Act Heritage WA the under offence an is approval without Site Aboriginal an damage or Toalter but registration of anAboriginalSiteisnotrequired by theWA Heritage Act. Sites Aboriginal of register a Heritage maintains Affairs) and Aboriginal of Land Department former Planning, the incorporates of (which Department Australia Western The Site). (Aboriginal people Aboriginal (WA) 1972 ( Act Heritage Aboriginal the to subject are Australia Western in tenements mining of Holders Western Australia a by affected be, to likely is or is, permanent declaration of preservation. who person a to Minister the by payable is Compensation activities. declarations of preservation in relation to significant Aboriginal areas or objects, which can affectCommonwealththe forAffairs Under Minister Aboriginal permanent the make or HeritageAct, may interim exploration Tenements. is aimed at the preservation and protection of any Aboriginal areas and objects that may be located on the The Aboriginal and Torres Strait Islander Heritage Protection Act 1984 (Cth) (Commonwealth Heritage Act ) Commonwealth an into entered earlier agreement withtheclaimantsthatpermitssuchconversion.has Westar unless process, negotiate to right the to subject be will lease mining registered,and lodgedarethe claims over nativewhereareatitle lease an mining a licenceprospectingto or licence exploration an conversionfrom a undergoing Australia Western in tenements the to relation In Conversion toMiningLease compensation, thetenementholdermaybeliabletopayanycompensation awarded. be may the land subject to the Tenements, that and the native title holders make compensation an application to the Federal Court for title native any for liable payable as a result of holders the grant of the mining tenement. tenement If the existence of native mining title is proven over makes any of Act Mining The Compensation ), which protects sites that may be of spiritual, cultural or heritage significance to significance heritage or cultural spiritual, of be may that sites protects which Act ), Heritage WA Solicitors’ Report on theTenements E: [email protected] M: 0413481525

| 203 | Prospectus | Westar Resources 86 First Avenue, MOUNT LAWLEY WA 6050 House Legal PtyLtdACN 619683395 Principal Stuart House Yours faithfully as setoutelsewhere intheProspectus. matters, related and report professionalthis preparationofusual the and forfees normal paid be will Legal House 12. it isincludedandhasnotwithdrawn thatconsent before thelodgement of theProspectus withASIC. LegalHouse consenteddate. has of inclusion the Reportthis to Prospectusthe in form the in contextand which in This report is given on 23 October 2020 and unless specified to the contrary, speaks only to the laws in force on that 11. Disclosure ofInterest Consent Solicitors’ Report on theTenements E: [email protected] M: 0413481525

| 204 | Prospectus | Westar Resources Schedule 1Tenements E57/1055 SouthProjectGidgie E53/1920 NorthProjectGidgie E59/2329 Coolaloo Project E58/536 Winjangoo Project E77/2424 Parker DomeProject E45/4997 Opaline Well Project E16/505 Mt FinnertyProject Tenement Imperator Imperator Rouge Rouge Rouge * Rouge Rouge * Holder Rouge Imperator Holders * 86 First Avenue, MOUNT LAWLEY WA 6050 House Legal PtyLtdACN 619683395 note 22below andtheMaterialContract summaryatSection10.1(a). E16/505 and E77/2424 are subject to the Flinders and Parker Dome Farm-in and Joint Venture Agreement, see Live Live Live Live Live Live Live Status Rouge Resources PtyLtdACN 625646997. Imperator Resources PtyLtdACN 635867 284. 15 blocks 70 blocks 45 blocks 29 blocks 12 blocks 21 blocks 10 blocks Area 7/10/2016 7/10/2016 25/06/2018 25/06/2018 17/01/2017 30/08/2017 29/11/2017 Date Application 13/6/2018 31/10/2017 11/09/2018 11/09/2018 14/09/2017 16/11/2018 15/03/2019 Grant Date 12/06/2023 30/10/2022 10/09/2023 10/09/2023 13/09/2022 15/11/2023 14/03/2024 Expiry Date Solicitors’ Report on theTenements $20,000 $70,000 $45,000 $29,000 $30,000 $21,000 $20,000 Expenditure Required E: [email protected] M: 0413481525 and 28 and 14,17 1 to3,6,7 and 27 16, 17,23 11 to13, 1 to3,6,7, 26 16, 17and 1 to3,6,7, and 25 10, 16,17 1 to3,6,7, 22 16, 17,20, 1 to3,8,9, and 24 7, 16to19 1 to3,6, and 22 17, 20,21 1 to5,16, Notes

| 205 | Prospectus | Westar Resources 86 First Avenue, MOUNT LAWLEY WA 6050 House Legal PtyLtdACN 619683395 trees orotherproperty, damage tolivestock. Inadditiontothesestandard conditions, thefollowing applies: to the surface of the land which are made whilst exploring for minerals) and a requirement to prevent fire, damage to and rehabilitation conditions (such as filling or otherwise making safe all holes, of pits, trenches and minerals other disturbances all environmental basic disturbing work, any ground to conducting prior DMIRS officer the consentan of Act of the obtain Mining the of administration the for responsible economic interest discovered within the Tenements. Minister The standard conditions also stipulate that a the tenement holder to report promptly to holder Each of the Tenements are subject to standard statutory conditions. These standard conditions compel the tenement Conditions Notes 7. 6. 5. 4. 3. 2. 1. 13. 12. 11. 10. 9. 8. of: The Licensee or transferee, as the case may be, shall within thirty (30) days of receiving written notification drilling rigs; watercartingequipmentorothermechanisedequipment. backhoes, bulldozers, graders, scrapers, as such equipment utilising activities disturbing ground any or surveysgeophysical airborne undertaking to prior made, be cannot contact if registeredpost by or person, in or telephone by lease grazing or pastoral underlying any of holder the notifying Licensee The to below adepthof 15metres from thenatural surface. No interference with Geodetic Survey Station NMF 399 and mining within 15 metres thereof being confined licensee andnointerference withthepurposeorinstallationsconnected to thelicence. the preservedto times all at egressbeing ingressLicenceand Miscellaneousoffrom15/305 to rights The operations andseparately stockpiledfor replacement afterbackfilling and/or mining completion of operations. of ahead removed being drilling useof topsoil all approval, Following prohibited. is the or costeans of disturbance excavation surfacethe for obtained, equipment is first mechanised other or backhoes DMIRS bulldozers, Officer, graders, scrapers, Environmental rigs, the of approval written the Unless removed being from theminingtenementpriortooratterminationof exploration program.buildings temporary and equipment abandoned bags, sample plastic rubbish, materials, waste All otherwise approved inwritingby theEnvironmental Officer, DMIRS. the Environmental of the satisfaction to Officer, DMIRS. Backfilling and rehabilitation being rehabilitated required no later than 6months after and excavation unless backfilled being tracks, access and lines grid pads, drill costeans, including exploration, of result a as made land the of surface the to disturbances All depth of 15metres from thenatural surface. a below to confined being thereon mining and Ground Landing Aerial the of use the interferencewith No being restricted tobelow adepthof 15metres from thenatural surface. centre-line the as 12300 ReserveFence VerminProof the with wide metres 30 land of strip a on Mining centre-line beingrestricted tobelow adepthof 15metres from thenatural surface. the as ProofFence ReserveRabbit of29839 Protection the with wide metres 30 land of strip a on Mining and SSM-Winjangoo & 4549249 - 19 mining within15metres thereof beingconfined tobelow adepth of 15metres K from thenatural surface. SSM 8, SSM-Cue Station Survey Geodetic with interference No area comprises <0.01%of thearea of theLicence). (which ReserveNature Jilbadju – 24049 CR Fauna and Flora of Conservation on activities exploration any The prior written consent of the Minister responsible for the Mining Act being obtained before commencing licensee andnointerference withthepurposeorinstallationsconnected tothelicence. the preservedto times all at egressbeing ingressLicenceand Miscellaneousoffrom77/226 to rights The advise, by registered post, the holder of any underlying pastoral or grazing lease details of the grant or transfer. b. a. registration of atransfer introducing anew Licensee; the grant of theLicence; or Solicitors’ Report on theTenements E: [email protected] M: 0413481525

| 206 | Prospectus | Westar Resources 86 First Avenue, MOUNT LAWLEY WA 6050 House Legal PtyLtdACN 619683395 Endorsements 15. 14. 16. licence) thefollowing conditions apply: In respect to the area designated as CPL 25 (Lake Mason) (which area comprises 62.07% of the area of the area of thelicence. any exploration activities on Water Under Act 57 Vic No 20 Reserve 9960 which area comprises <1% of the The prior written consent of the Minister responsible for the Mining Act being obtained before commencing ) (which affect all of the licence) the following the licence) the of endorsements apply: all affect (which (WRMA) Areas Management Resource Water to respect In a. b. c. a. c. b. iv. iii. ii. i. Environmental and Resource Director, Executive the phase of and Compliance, DMIRS.Theprogram toinclude: each approval Resource for for Director, program exploration Executive detailed proposed a the of preparing by licensee defined the DMIRS as Compliance, activity, Environmental ground-disturbing any to prior vi. v. iv. iii. ii. i. Compliance, DMIRS. Suchrehabilitation asisappropriate andmayinclude: Environmental and Director,ResourceExecutive the of satisfaction the to licence the of term the The licensee, at its expense, rehabilitating all areas cleared, explored or otherwise disturbed during Officer, DMIRSandarranging aninspectionas required. Environmental the notifying licensee the exploration/prospectingcessationofactivity the to Prior v. iv. iii. ii. i. The Licensee’s attentionisdrawn totheprovisions of the: h soae n dsoa o ptoem yrcros ceias n ptnily hazardous potentially and Quality Protection chemicals NotesandGuidelines forWater miningandmineral processing. relevant DWER the hydrocarbons, of version published current petroleum the with accordance in of being substances disposal and storage The ( at all reasonable times preserved to officers of Department of Water and Environmental Regulation The rightsof ingress toandegress from, andtocross over andthrough, theminingtenementbeing DWER) for inspectionandinvestigation purpose. techniques, prescriptions andtimetablefor therehabilitation of allproposed disturbances. and fauna; and flora restricted geographically or rare declared any disturb may which proposals the purpose, specificationsandlife of allproposed disturbances; tracks, camps,drillsitesandanyotherdisturbances; of upgrading and construction routes, proposed all showing photographs and/oraerial maps capping andbackfilling of alldrillholes. revegetation withseed;and contouring totheoriginallandform; ripping; backfilling allholes,trenches and costeans; stockpiling andreturn of topsoil; Water Agencies (Powers) Act1984. Country Areas Water SupplyAct,1947;and Metropolitan Water Supply, Sewerage andDrainage Act,1909; Rights inWater andIrrigationAct,1914; Waterways Conservation Act,1976; Solicitors’ Report on theTenements E: [email protected] M: 0413481525

| 207 | Prospectus | Westar Resources 86 First Avenue, MOUNT LAWLEY WA 6050 House Legal PtyLtdACN 619683395 Other 17. 18. 19. 28. 27. 26. 25. 24. 23. 22. 21. 20. applies: endorsement following the licence) the of all affect (which Areas Water Ground Proclaimed to respect In In respect to Proclaimed Surface Water Areas, Irrigation District Areas and Rivers (which affect all of the the of all licence) thefollowing endorsementsaffect apply: (which Rivers and Areas District Irrigation Areas, Water Surface Proclaimed to respect In 18.67% of thearea of thelicence). Land Administration Act 1997 and which is shown designated as FNA 13455 in Tengraph (which comprises the of 91 section to pursuant granted Pilbara East of Shire Nullagine, UCL unnumbered and 10976 2805, The Licensee’s attention is drawn to the existence of a licence for Proposed licence over portion of Reserves unless inaccordance withapermitissued by theDWER. Conservation andAttractions. This tenement overlies former pastoral lease Make Mason, now managed by the Department of Biodiversity, This tenementoverlies theMurchison Downs, Gidgee, Youno Downs andHillview pastoral leases. This tenementoverlies theYoweragabbie andWogarno pastoral leases. This tenementoverlies theWanarie andWynyangoo pastoral leases. This tenementoverlies theHillside andPanorama pastoral leases. Art”. The“Other Heritage Place” is locatedwithinanarea forming less than1%of thearea of thelicence. “Cashmere as identified tenement Rock this areaof the within Place”located Heritage“Other one Thereis this Prospectus. of 10.1(a) section in out set is agreement that of summary full A $2,000,000. spending byinterest 75% a Ramelius Resources Ltd (Ramelius) and Rouge dated 30 August 2019 under which Ramelius may earn between up Venture Agreementto Joint and Farm-in Dome Parker and Flinders the of subject is tenement This area (30.08%of thetotallicence area) asaproposed Conservation Park. an including reserve proposed of areas two includes and land crown unallocated overlays tenement This This tenementissubjecttotheMarlinuyGhoorlienative titleclaim(WC2017/007). f. e. d. a. c. b. a. waterways, includingtheirbedsandbanks,riparianotherwaterdependentvegetation. avoidundertakento be as to damage,so activities minimise All or disturbance contamination or of minimise erosion andsedimentationof adjacent areas, receiving catchments andwaterways. to implemented be to are facilities retention stormwater and controls drainage as such Measures issued by DWER. been have deepening activities these forlicences currentunless prohibited enlargement, is well artesian construction,any of altering or the and well artesian an from groundwater of taking The iecs o tee ciiis sud y h Dprmn o Wtr n Evrnetl Regulation Environmental and Water of (DWER), unless Department anexemption otherwiseapplies. the by issued activities these for licences The taking of groundwater and the construction or altering of any well is prohibited without current ii. i. No exploration activityistobecarriedoutif: proposed activitymayimpactwaterusers. proposing if provider a of service meteres channel, drain or watercourse50 from which water is used for irrigation or any other purpose, water and the within or relevantarea, irrigation future the designated or and existing an DWERin activity exploration the from sought be shall Advice been issued by theDWER. The taking of surface water from a watercourse or wetland is prohibited unless a current licence has it relates to the taking or diversion of water, including diversion of the watercourse or wetland. it mayobstructorinterfere withthewaters, bedorbanksof awatercourse orwetland; or Solicitors’ Report on theTenements E: [email protected] M: 0413481525

| 208 | Prospectus | Westar Resources 10 Information Additional | 209 | Prospectus | Westar Resources are asfollows: Terms Sheet, the of terms material The agreement. formal more a with replaced be later may which TermsSheet, On 30 August 2019, the Company, through its wholly owned subsidiary Rouge, and Ramelius entered into a binding (a) The materialcontracts entered intoby theCompany are setoutbelow. 10.1 (i) (vi) (v) (iv) (iii) (ii) (vii) (viii) Ramelius JVAgreement commencement of theTerm Sheetwasconditional uponthefollowing: conditions: and terms key following the under commencesVenture Joint a interest, 75% its earning Ramelius upon tenement maintenance obligationspro-rata basisuptothedateof withdrawal; if Ramelius withdraws from the Terms Sheet (prior to commencement of the joint venture phase), it will pay Venture Joint the Tenements; of commencement to up time any the to relation in obligations rehabilitationcompliance with to subject earn-in, the at ofcompletion at phase Sheet Term the from withdraw may Ramelius that during period andmeetingallstatutoryexpenditure obligationsontheTenements;due become that rates shire and rents all paying including standing, good in Tenements the while earning its interest and during the sole funding period up to a decision to mine, Ramelius will maintain exploration of theseTenements; in years 3 over million $2 spending by CrossProjects, Southern the in interest 75% a earn may Ramelius operation. in now is TermSheet the of phase earn-in the result, a as and conditions above the waived has Ramelius elect, to: elect, to: may Company the mine, to decision a made has it that Company the notifying Ramelius of days 30 within of theJointVenture. Ramelius will be appointed as joint venture manager, responsible for day to day operation and administration to transferred Ramelius; and be will Tenements the convertin interest remaining automatically its will and royalty return it smelter net 10%, 1.25% a to to dilute interest participating Company’s the should that provided Material Contracts (C) (B) (A) (C) (B) (A) (C) (B) (A) re-routing of ahaulroad shoulditbeimpactedby anyfuture miningactivities. Ramelius negotiating and entering into a deed with a third party in relation to obligations to pay for as Tenements, Cross Southern the of assignment required undercertain third partyagreements; and the to consents necessary any of receipt the agreements affecting theSouthernCross Tenements (Third Party Agreements); terms the with satisfied being heritageRamelius any of agreement native and access land and title Ramelius will sole fund all joint venture expenditure until it makes a decision to mine (a matter matter within Ramelius’solediscretion); (a mine to decision a makes it until expenditure venture joint all fund sole will Ramelius pro rata totheirrespective participatinginterests; be will venture, joint the run to constituted Committee Management the on rights voting parties’ and 25%Rouge; the participating interests of the parties in the joint venture and its property will be 75% Ramelius convert itsparticipatinginterest toa1.25%netsmelterreturn royalty, allow itsparticipatinginterest todiluteonanindustrystandard basis;or interest, participating thereby 25% maintainingits25%interest; or its to proportion in expenditure venture joint ongoing to contribute Additional Information | 210 | Prospectus | Westar Resources (d) of ASX. escrowfollowingagreed List Official admissionofSharesto months forhas the Company date its of 6 to the ofthe The Company issued Rafaella 3millionShares asconsideration for acquisition of theSandstoneProject. Rafaella (c) are amounts further No Projects. these owns Company payable by theCompany pursuant totheseagreements. the and completed been have agreements these Both (b) (ii) (i) (ii) (i) The Company previously entered intoanagreement with: (iii) Director agreements Voluntary Escrow Deed Other Tenement acquisition agreements and Eley onstandard commercial terms.TheCompany hasagreed topay: The Company has entered into a non-executive Director letter agreement with each of Messrs Cammerman Non-executive Director Agreements -Messrs Cammerman andEley 12 every and date commencement months thereafter orasotherwiseagreed betweenthe theparties. from months 12 reviewed be will Jupp Mr of remuneration The $225,000 perannumplusstatutorysuperannuation, reviewed annuallyby theBoard. of a salary is Director Managing and Officer Executive Chief as roles his for remuneration cash Jupp’s Mr misconduct orincapacity. of in circumstances after, including and term fixed the during events limited upon notice without Officer) either by notice months’ 6 ExecutiveChief as on role Jupp’s Mr hence continues terminated (and agreement However,the terminate party. be may Company the and may it 2020 which following September years, 3 1 of term on fixed commenced initial an agreement for this under Jupp Mr of engagement The (while alsoholdingoffice asManagingDirector). The Company has entered into an executive services agreement with Mr Karl Jupp as Chief Executive Officer Executive Service Agreement withMrKarlJupp Project. Sandstone the acquired it which to pursuant 2020, February 11 Rafaella Resourceson Limited (Rafaella) Projects; and Cross Southern the acquired it which to pursuant 2020, January 23 on Ltd Pty Services TasexGeological the extent permittedby law. resisting or responding to actions taken by a government agency or a liquidator. Each such deed applies to make a payment in relation to legal costs incurred by these persons in defending an action for a liability, or out Directors’ and Officers’ insurance to the extent the Company is able to obtain it. The Company may also take Company the have to and liability from indemnified will be papers, accessThis board to Director each entitle Director. each with Insurance and Indemnity Access, of Deed a into entered has Company The Deeds ofIndemnity, Insurance andAccess section 211of theCorporations Act. agreement and engagement letters outlined above constitute reasonable remuneration in accordance with The Board considers that the financial benefits given to the Directors and officers in respect of the services The Directors are alsoentitledtobepaidreasonable travel, hotelandotherexpenses. Company’sthe Listing. of date the from, and on, payable and accruing only remuneration with Chairman), non-executive as per year for services provided to the Company as non-executive Directors (and in the case of Mr Eley, acting (B) (A) Mr Eley, $50,000perannum(excluding superannuation), Mr Cammerman, $35,000perannum(excluding superannuation); and Additional Information | 211 | Prospectus | Westar Resources The rightstoownership of theShares are: 10.2 of Shareholders orclasses of Shareholders: meetings general at Shares, ofclasses or class any to attached being time the forrestrictions or rights any to Subject (b) of theCompany. Shareholders may requisition meetings in accordance with section 249D of the Corporations Act and the Constitution the meetingof theirrighttoattendrepresent aShareholder. meetings of the Company. Personal representatives of a Shareholder have to satisfy the board at least 48 hours before Shareholders are entitled to be present in person, or by proxy, attorney or representative to attend and vote at general (a) should seekindependentlegal advice. persons statement, Shareholders. a of such liabilities obtain and To rights the of definitive statement a constitute not A summary of the more significant rights attaching to Shares is set out below. The summary is not exhaustive and does The Company hasagreed toprovide DCPoritsnomineeswiththefollowing: best a on Prospectus this under Offer Public the endeavours basis. by raising capital the manage will DCP agreement, this Under promotional services for theCompany untiltheCompany listsonASX(EndDate). which and under corporate provide to and (DCP) Prospectus this Partners under Offer Public Capital the to Discoverymanager lead as with act to engaged mandate was DCP a into entered Company the 2020, August 17 On (f) are Agreement Consultancy the of reasonable inaccordance respect withsection210of theCorporations Act. in Tasex the to given benefits financial the that considers Board The part thereof) for services provided. times agreed on between the parties. The Company has agreed to pay Tasex $800 plus GST per day (or pro-rata for at Company the to services management exploration provide to Tasexagrees Agreement, Consultancy the Under the Company lists on the ASX (Finish Date). Tasex is a controlled by Mr Andrew Jones, a former director of the Company. ( Ltd Pty TasexServices with Geological Agreement Consultancy a into entered Company the 2020, September 15 On (e) TasexTasexwhich under ) provideto engagedexploration was servicesmanagementAgreement( Consultancy ) until (b) (a) (iii) (ii) (i) (iv) (iii) (ii) (i) Voting Rights General Meetings Lead Manager Mandate Consultancy Agreement withTasex GeologicalServices in certain circumstances, regulated by theCorporations Act,theListing Rulesandthegeneral law. detailed intheCompany’s Constitution; and Directors may approve methods for electronic voting and direct voting at general meetings. and paid amounts total the payable inrespectof of thoseShares (excluding amountscredited). is credited) (not paid amount the which proportion the to equivalent vote a have will Shares paid partly of respect in but Share, the for vote a one representative,haveappointed or is attorneyproxy, she or he which of respect in her,or or him by held Share paid fully each of respect in shall, Shareholder a representativeof or proxy,attorney a or Shareholder a is who present personevery poll, a on one vote; and of show proxy, a representativehas or ShareholderShareholderor attorney a a a of every is hands, who presentperson on representative or attorney proxy, by or person in vote may vote to entitled Shareholder each 3,000,000 LeadManager Options. a 12monthcorporate advisorymandatecommencing after listingat$10,000permonthplusGST; and brokers, investment housesorintermediaries); other to fees all pay shall Manager Lead the which of (out raised funds all on 5% of Fee Raising Capital a a Management Fee of 1%of fundsraised; Rights Attaching to Shares Additional Information | 212 | Prospectus | Westar Resources the extent required by theListing Rules. Pursuant to the Listing Rules, the Company is authorised in certain circumstances to restrict dealings in securities to Constitution isdeemednottocontain thatprovision totheextent of theinconsistency. the Rules, Listing the with inconsistentConstitutionprovision is provision.the a ofthat containIf to not deemed is the Listing Rules require the Constitution not to contain a provision and it contains such a provision, the Constitution contain a provision and it does not contain such a provision, the Constitution is deemed to contain that provision. If Constitutionrequireto the Rules Listing the If be). may case the (as done be to not or done be to act givenforthat that the Listing Rules require to be done. If the Listing Rules require an act to be done or not to be done, authority is Listing Rules prohibit an act being done, the act must not be done. Nothing the in the Constitution prevents if an act being done Constitution, the in anything despite then List, Official the on trading to admitted is Company the If (i) class, or if authorised by a special resolution passed at a separate meeting of the holders of the shares of that class. may bevariedorabrogated withtheconsent inwritingof theholders of three-quarters of theissued shares of that (unless class otherwise provided any to by the attached terms rights of issue the Shares, of of the classes shares different of into that divided class), is whether or capital not share the Companythe is time being any wound up, at If resolution special a of sanction the with may, passed Company atameetingof Shareholders, varyorabrogate therightsattachingtoShares. the Act, Corporations the of 246B Section to Pursuant (h) notice specifyingtheintentiontopropose theresolution asaspecialresolution mustbegiven. least three quarters of Shareholders present and voting at the general meeting. In addition, at least 28 days written In accordance with the Corporations Act, the Constitution can only be amended by a special resolution passed by at (g) not beinginbreach of theCorporations ActortheListing Rules. the transferof resultingnot contraventiona in registrationof failureor observeto provisionsthe of lawa of the Australia transferthe and requirements, formal to subject transferable, freely are Company the in Shares Generally, (f) Directors andwilltherefore notbecome liabletoforfeiture. As the Shares offered under the Prospectus are fully paid Shares, they are not subject to any calls for money by the (e) property intrusteesuponsuchtrustsfor thebenefit of the contributories astheliquidatorthinksfit. The liquidator may, with the authority of a special resolution of the Company, vest the whole or any part of any such be carriedoutasbetween theShareholders ordifferent classes of Shareholders. such value as he or she considers fair upon any property to be so divided, and may determine how the division is to among the Shareholders in kind the whole or any part of the property of the Company, and Company,divide may forthe that of purpose resolution set special a of authority the with may, liquidator the up, wound is Company the If (d) for whichtheprofits of the Company maybeproperly applied. Directors,purpose forthe discretionofany the at applied reserves,be as to determine may they that amounts any No determine. may Company the profits theyof the of out aside set as Directorsmay The Company. the against dividends as interest carry will dividend interim any Shareholders the to pay time to time from may Directors The credited) isof thetotalamountspaidandpayable(excluding amountscredited) inrespect of suchShares. (not paid amount the that proportion the accordingSharesto all on payable be will which dividend dividend the to entitled to as arrangement special Shareholders the any to paid be under to dividend a raiseddeclare time to or time from may Directors createdthe none), are (currently,there shares any of holders the of rights the to and Subject to and in accordance with the Corporations Act, the Listing Rules, the rights of any preference Shareholders (c) Listing Rules Variation ofrights Alteration ofConstitution Transfer ofShares Shareholder liability Winding-Up Dividend Rights Additional Information | 213 | Prospectus | Westar Resources Within 15Business DaysaftertheExercise Date, theCompany will: (h) ( date of receipt of the payment of the Exercise Price for each Lead Manager Option being exercised in cleared funds the and Exercise of Notice the of receipt of date the of later the from and effective on only is Exercise of Notice A (g) by electronic fundstransfer orothermeansof paymentacceptable totheCompany. of Exercise) and payment of the Exercise Price for each Lead Manager Option being exercised in Australian currency The Lead Manager Options may be exercised during the Exercise Period by notice in writing to the Company (Notice (f) The LeadManager Optionsare exercisable atanytimeonorpriortotheExpiryDate(Exercise Period). (e) exercised before theExpiryDatewillautomaticallylapseonDate. not ManagerOption ofexpireLead issue fromdate will A Managermonths the Option Lead 36 Date). Each (Expiry (d) Price). (Exercise $0.25 be will Option Manager Lead each ofexercise upon payable amount the (k), paragraph to Subject (c) Each Lead Manager Option entitles the holder to subscribe for one Share upon exercise of the Lead Manager Option. (b) 0.001 cents perLeadManager Option. (a) The termsof theLeadManager Options,are asfollows: 10.3 changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reconstruction. If at any time the issued capital of the Company is reconstructed, all rights of a Lead Manager Option holder will be (k) the Shares issued upontheexercise of theLeadManager Options. of quotation for ASX to Company the by made be will application time, the at ASX of List Official the to admitted If (j) Shares issued onexercise of theLeadManager Optionsrank equallywiththethenissued Shares of theCompany. (i) Exercise Date). (ii) (i) Timing ofissue ofShares onexercise Exercise Date Notice ofExercise Exercise Period Expiry Date Exercise Price Entitlement Subscription Price Reconstruction ofcapital Quotation ofShares issued onexercise Shares issued onexercise on theShares issued uponexercise of LeadManager Options. the if Corporations or, Act and do Act, all such things Corporations necessary to ensure the the accordancewith that therein prepared ofareprospectus a not secondaryASIC trading 708A(5)(e) with lodgerestrictions notice, a section such issue to unable with is Company complies that notice a ASX give required, if by theCompany; and have cleared funds been received Exercise Notice which and of the for in specified Options Manager Lead allot andissue thenumberof Shares required underthesetermsandconditions inrespect of thenumberof Terms ofLeadManager Options Additional Information | 214 | Prospectus | Westar Resources date of receipt of the payment of the Exercise Price for each Director Option being exercised in cleared funds funds cleared in exercised being Option Director each for( Price Exercise the of payment the of receipt of date the and Exercise of Notice the of receipt of date the of later the from and effective on only is Exercise of Notice A (g) by currency Australian in exercised electronicbeing fundstransfer orothermeansof paymentacceptable totheCompany. Option Director each for Price Exercise the of payment and Exercise) of (Notice Company the to writing in notice by Period Exercise the during exercised be may Options Director The (f) satisfaction of theVesting Condition duringtheExercise Period. to subject Period), The Director Optionsare exercisable atany timeonorpriortotheExpiryDate(Exercise (e) before theExpiryDatewillautomaticallylapse ontheExpiryDate. Date). ADirector Optionnotexercised (Expiry issue of date the from months 36 expire will Option Director Each (d) (Exercise Price). $0.25 be will Option Director each of exercise upon payable amount the 10.4(k), paragraph to Subject (c) satisfaction of theVesting Condition duringtheExercise Period. Each Director Option entitles the holder to subscribe for one Share upon exercise of the Director Option, subject to (b) Nil. (a) The termsof theDirector Options,are asfollows: 10.4 under applicableAustralian securitieslaws. or ASX by imposed arrangements escrow or restriction any to subject transferable are Options Manager Lead The (o) The LeadManager Optionswillnotbequoted on ASX. (n) of number the in change a or Price Exercise in change a to underlying securitiesover right whichtheLeadManager Optioncanbeexercised. the confer not does Option Manager Lead A (m) Manager Lead Options withoutexercising the theLeadManager Options,subjecttotheListing Rules. of currency the during Shareholders be to offered not capital ofwill issues holders new in and participate Options to Manager entitled Lead the in inherent entitlements or rights participation no are There (l) Exercise Date). Exercise Date Notice ofExercise Exercise Period Expiry Date Exercise Price Entitlement Subscription Price Transferability Not Quoted Change in exercise price Participation innew issues Terms ofDirector Options Additional Information | 215 | Prospectus | Westar Resources The Company will be taxed in Australia as a public company. The Company’s financial year ends on 30 June annually. 10.6 as required. The Company makes use of outsourced accounting and CFO services, as well as other consultants from time to time, 10.5 Within 15Business DaysaftertheExercise Date, theCompany will: (h) The Vesting Conditions for theDirector Optionsare setoutinSection4.6. the by nominated member family or entity an to Director. issued be may but transferable, not are Options Director The (o) The Director OptionswillnotbequotedonASX. (n) securities over whichtheDirector Optioncanbeexercised. underlying of number the in change a or Price Exercise in change a to right the confer not does Option Director A (m) exercising theDirector Options,subjecttotheListing Rules. without Options Director the of currency the during Shareholders offered to capital issuesof new in participate to entitled be not will holders and Options Director the in inherent entitlements or rights participation no are There (l) be to are holder changed Option in Director a a manner consistentof with rights the all Corporationsreconstructed, Act is and Company the the ASX of Listing capital Rules issuedat the the time time of any the at reconstruction. If (k) Shares issued upon theexercise of theDirector Optionsasrequired by theListing Rules. If admitted to the official list of ASX at the time, application will be made by the Company to ASX for quotation of the (j) Shares issued on exercise of theDirector Optionsrank equallywiththethenissued Shares of theCompany. (i) (ii) (i) Timing ofissue ofShares onexercise Transferability Not Quoted Change inexercise price Participation innew issues Reconstruction ofcapital Quotation ofShares issued onexercise Shares issued onexercise on theShares issued uponexercise of Director Options. the if Corporations or, Act and do Act, all such things Corporations necessary to ensure the the accordancethat with therein prepared ofareprospectus a not secondaryASIC trading 708A(5)(e) with lodgerestrictions notice, a section such issue to unable with is Company complies that notice a ASX give required, if the Company; and havereceived been funds by cleared which Exercisefor and Notice of the in specified Options Directorof allot andissue thenumberof Shares required underthesetermsandconditions inrespect of thenumber Company Tax Status and Financial Year Accounting, CFO and other services Additional Information | 216 | Prospectus | Westar Resources Prospectus, anyinterest in: this of date the on ending period year two the in had, has or now, any has with, which associated was in or company is persons any those of nor partner a was or is persons those of as any which Prospectus in firm any this nor Prospectus, in the of named person other any or promoter expert, performing a function in a professional no advisory or other capacity Prospectus,in connection with the preparation or distribution this in disclosed as Except 10.8 or are given. No assurances in relation to the payment of dividends, or the franking credits attached to such dividends, can be Directors. the byfinancial relevant consideredfactors other Company’s and businessgeneral requirements, the capital future condition, and results operating earnings, distributable of availability the as such matters upon Any commercially future determination as to is the payment of dividends Projectswill be at the discretion the of the Directors of and will depend development planned if eventuate only successful. will TheDirectors have noimmediateintentiontodeclare ordistributedividends. dividends of form the in growth followingyearProspectus.period 2 ofIncomethis the date aredominate the expectedactivities projects.to These The Directors anticipate that significant expenditure will be incurred in the development of the Company’s resource 10.7 for thisservice are setoutinSection10.10. Discovery Capital Partners has acted as Lead Manager to the Public Offer. Fees payable to Discovery Capital Partners for services totheCompany inthe2years priortothedateof thisProspectus. work,Companythe approximatelypaid has exclusive$5,000 feesother any paid been not Nexiaofhas Audit GST. Nexia Audit have provided auditing services to the Company for the 2019 and 2020 financial year. In respect of this services totheCompany inthe2 years priortothedateof thisProspectus. forfees other any paid been not Corporatehas Nexia GST. exclusiveof $25,000 approximately pay will Company Nexia Corporate have prepared the Investigating Accountant’s Report in this Prospectus. In respect of this work, the fees for legal services totheCompany inthe2years priortothedateof thisProspectus. in GST exclusiveof received$10,000 has Legal House GST. exclusiveof $3,067 approximately paid has Company the work, this of respect In Prospectus. this in Tenements the on Report Solicitor’s the prepared has Legal House the 2years priortothedateof thisProspectus. in Company the to servicesfor fees other receivedany not has SRK GST. exclusiveof $13,020 approximately paid has Company the work, this ofrespect In Prospectus. this in ReportGeologist’s Independent preparedthe has SRK for fees services totheCompanyother inthe2years priortothedateof thisProspectus. any received not has Paisley & Biggers Colin $20,000. it paid Company this the of which date for the Prospectus, to prior years 2 the in Company the to services legal provided has Paisley & Biggers Colin rates. $50,100 exclusive of GST. Subsequent fees and out of scope matters will be paid in accordance with normal hourly Colin Biggers & Paisley has acted as solicitors to the Offer. In respect of this work, the Company will pay approximately (c) (b) (a) the Offer. or theOffer; or property acquired or proposed to be acquired by the Company in connection with its formation or promotion the formation orpromotion of theCompany; or Interests of ExpertsInterestsof andAdvisers Dividend Policy Additional Information | 217 | Prospectus | Westar Resources The expenses connected with this Prospectus and the Offers are estimated to be approximately $1,136,294 $1,136,294 be approximately to estimated are Offers the and exclusive of GST.Theseexpenses are summarisedbelow. Prospectus this with connected expenses The 10.10 not withdrawn suchconsent before lodgement of thisProspectus withASIC. of inclusion the for and Prospectus this in namedstatements made by those parties as described below in the form be and context in which they are to included, and have consent written their given have parties following The 10.9 Consents Each of thepartiesreferred toabove inthissection: Total non-cashexpenses Non-claimable GST Value of Directors Options Value of LeadManager Options Non-Cash Expenses Total cashexpenses Printing andTypesetting Marketing expenses ASIC Fee ASX Listing Fees Investigating Accountant's Report Legal fees andcosts Independent Geologist's Report costs Cash Commission payabletoDiscovery Capital Partners (LeadManager) Cash Expenses (g) (f) (e) (d) (c) (b) (a) (c) (b) (a) referring toitin thisProspectus. statements Tenementsall the and on Report Solicitor’s the of inclusion the to consented has Legal House all and Offer Public the to Manager statements referring toitinthisProspectus. Lead as named being to consented has Partners Capital Discovery Automic PtyLtdABN27152260814hasconsented tobeingnamedastheShare Registry totheOffer. this Prospectus. Nexia Audit has consented to being named as auditor in this Prospectus and all statements referring to it in inclusion of theInvestigating Accountant’s Report inthisProspectus. the and Company the to Accountant Investigating the as named being to consented has Corporate Nexia Independent Geologist’s Report inthisProspectus andallstatementsreferringthe toitinthisProspectus. of inclusion the and Geologist Independent the as named being to consented has SRK Colin Biggers &Paisley hasconsented tobeingnamedastheSolicitors totheOffers inthisProspectus. has notcausedorauthorisedtheissue of thisProspectus. of thatpartyasspecifiedinthissection;and Prospectus other than a reference to its name and a statement included in the Prospectus with the consent to the maximum extent permitted by law, expressly disclaims and takes no responsibility for any part of this Prospectus isbasedotherthanasspecifiedinthissection; this in made statement a which on Prospectus,or this in statement makeany to make,purport not or does Expenses oftheOffer Additional Information $660,271 $476,023 $294,750 $353,700 $299,970 $11,821 $70,000 $25,000 $53,167 $13,020 $2,569 $9,091 $3,206

| 218 | Prospectus | Westar Resources of theCompany: Copies of the following documents are available for inspection during normal business hours at the registered office 10.14 Corporations Act. the accordanceof in 722 with section receiveddealt with Monies be Application will the case, a such altered.In or Prospectus and any relevant supplementary or Electronicreplacement the prospectus with or together providedany of not those was documents it wereForm, Application incomplete electronic the to accessgiven was person that The Company reserves the right not to accept an Application Form from a person if it has reason to believe that when for free, either a hard copy orafurtherelectronic copy of thisProspectus orboth. accompanied by the Application Form. If you have not, please email the Company and the Company will send to you, received thisProspectus asanElectronic Prospectus pleaseensure thatyou have received theentire Prospectus have you If provisions.certain with compliance to subject form, application electronic an to response in Shares of issuethe allowProspectusElectronicofand to paper ofan distribution ASIC lodgeda basis Prospectus with the on Act Corporations the ofprovisions certain with complianceexempted has ASIC 107, Guide Regulatory to Pursuant 10.13 an investment inShares undertheOffer. strongly Company noranyof its Directors accepts any liability or responsibility in respect theCompany of the taxationconsequences of Accordingly, tax advisers. professional own their recommends that all Applicants obtain their consulting own tax advice before by deciding on whether or Offers not to invest. Neither the the to relation in It istheresponsibility of allpersons tosatisfythemselves of theparticulartaxationtreatment thatappliestothem circumstances.particular Applicant’s each upon depend will Securities investmentconsequencesin any oftax The 10.12 Taxation are notaware of anycircumstances thatmightreasonably beexpected togive risetosuchlitigation. Directors the and Prospectus this of purposes forthe material is that involvedlitigation not any Companyis in The 10.11 Litigation (b) (a) the Constitution. this Prospectus; and Documents available forinspection Electronic Prospectus Additional Information | 219 | Prospectus | Westar Resources

Responsibility Responsibility and Consent Directors’ Directors’ 11 | 220 | Prospectus | Westar Resources Non-Executive Chairman Simon Eley Dated: 23October2020 section 720of theCorporations Actandhasnotwithdrawn thatconsent. with accordance in ASIC the with Prospectus this of lodgement the to consented has Director Each the Shares pursuant tothisProspectus. before lodgement of this Prospectus with the ASIC, or to the Directors knowledge, before any issue of make have consentand this theywithdrawnformarecontext that included which not the and Prospectus in in to in included competentbeing statements werethe to consent statements their given or have persons those statement statements, such the making persons that reasonable believe have basis to that grounds on and enquiries reasonable made have Directors the Directors, than or deceptive andthatinrespect toanyotherstatementsmadeintheProspectus by persons other ProspectusDirectorsmisleading are believegroundsbythe not this to made in statements any that The Directors state that they have made all reasonable enquiries and on that basis have reasonable ResponsibilityConsent and Directors’

| 221 | Prospectus | Westar Resources Glossary 12 | 222 | Prospectus | Westar Resources Where thefollowing termsare usedinthisProspectus they have thefollowing meanings: Defined termsinSection8have thesamemeaninginthisProspectus, unless the context requires otherwise. Accountant Investigating or timetable Indicative timetable Geologist's Report IGR orIndependent Accountant’s Report IAR orInvestigating Gidgee SouthProject Gidgee NorthProject Director Offer Director DEEIP Corporations Act Coolaloo Project Constitution Company orWestar Closing Date Paisley Colin Biggers & CHESS Board ASX SettlementRules ASX Settlement ASX ASIC Application Monies Application Form Application Applicant AEST A$ or$ Term Nexia Brisbane Corporate Finance PtyLtd the indicative timetablefor theOffers inthisProspectus. The report by SRKsetoutinSection8. Corporate Brisbane Nexia by prepared Finance PtyLtdsetoutinSection7. report accountant’s investigating the Western Australian exploration permitE57/1055. Western Australian exploration permitE53/1920. 10.4 totheDirectors aspartof theirremuneration. and 4.6 Sections in out set terms the on Options Director 5,000,000 of offer the a director of theCompany. Directors’ andEmployees’ Equity Incentive PlansummarisedinSection4.7. the Corporations Act2001(Cth). Western Australian exploration permitE59/2329. the constitution of theCompany. Westar Resources Limited ACN 635895082. 5.00pm AESTon13November 2020. Colin Biggers &Paisley PtyLtd. the ClearingHouseElectronic Sub-register Systemoperated by ASXSettlement. the board of directors of theCompany. facility provided by ASXSettlement. settlement the of rules operating the being Rules, Operating Settlement ASX the ASX SettlementPtyLtdACN 008504532. it (asthecaserequires). ASX Limited (ACN 008 624 691) or the Australian Securities Exchange operated by the Australian SecuritiesandInvestments Commission. by thenumberof Offer Shares applied for. Offer,the received moneyCompanyunder Offer multiplied Price the the by being an applicationform attachedtothisProspectus. to thisProspectus. a validapplicationmadeonanApplicationForm to subscribe for Shares pursuant a person or entity who submits a valid Application Form pursuant to this Prospectus. Australian EasternStandard Time. Australian dollars unless otherwisestated. Meaning Glossary | 223 | Prospectus | Westar Resources Public Offer Prospectus Projects Pilbara Project Parker DomeProject Option Opaline Well Project Opening Date Official quotation Official List Offer Price Offers Nexia Audit Nexia Corporate Projects Mount Magnet Project Mount Finnerty Mining Act Listing Rules Listing Options Lead Manager Lead Manager Offer Mandate Lead Manager Lead Manager JORC Code Issue Date Term h ofr f 50000 hrs t n su pie f 02 pr hr toraise Share per $0.20 of price an issue at $5,000,000. Shares 25,000,000 of offer the this Prospectus andincludestheelectronic prospectus. Projects andtheSouthernCross Projects. Sandstone the Project,Pilbara the Projects, Magnet Mount the namely interest, an a project in which the Company (directly or through a wholly owned subsidiary) has the OpalineWell Project. Western Australian exploration permitE77/2424. an optiontosubscribefor, andbeissued, aShare. Western Australian exploration permitE45/4997. 30 October2020. official quotation byASXin accordance withthe ASX ListingRules. the official list oftheASX. $0.20 perShare. the PublicOffer, theLeadManager Offer andtheDirector Offer. Nexia BrisbaneAuditPtyLtd. Nexia BrisbaneCorporate Finance PtyLtd. the Winjangoo Project andtheCoolaloo Project. Western Australian exploration tenementE16/505. laws governing theTenements, assetoutinSection9. the listingrulesof ASX. on ASX. Shares its of quotation the and List Official the to Company the ofadmission the and anexercise price of $0.25. years 3 of period exercise an with $0.0001, of price issue an at options million 3 provided totheCompany. services raising capital forconsideration in nominees) its (or Manager Lead the to 10.3 Section in out set terms the offer on the Manager Options Lead 3,000,000 of which are summarisedinSection10.1(f). of terms material Company,the the and Manager Lead the between mandate the Discovery Capital Partners PtyLtd. and Minerals Council of Australia. Australasian Institute of Mining and Metallurgy, Australian Institute of Geoscientists the of CommitteeReserves Ore Joint the by prepared edition 2012 ReservesOre The Australasian Code for Reporting of Exploration Results, Mineral Resources and Indicative the Timetable. in identified date the be to anticipated is which issued, are Offer the date, as determined by the Directors, on which the Shares offered under Public Meaning Glossary | 224 | Prospectus | Westar Resources Winjangoo Project Tenements SRK Projects Southern Cross Share Registry Shareholder Share Securities Section Sandstone Projects Rouge Agreement Ramelius JV Venture Ramelius Joint Ramelius Term Western Australian exploration permitE58/536. Parker DomeProject -E77/2424. the and the E16/505 - Project E53/192, Finnerty Mount the - E57/1055, - Project Project South Gidgee North Gidgee the E45/4997, - Project Well Opaline the One or more of the Winjangoo Project - E58/536, the Coolaloo Project - E59/2329, SRK Consulting (Australasia) PtyLtd. The MountFinnertyProject andtheParker DomeProject. Automic PtyLtdABN27152260814. a registered holderof Shares intheCompany. a fullypaidordinary share intheCompany. the by granted or issued Options, Company. and Shares including securities, any means a sectionof thisProspectus. The Gidgee NorthProject andtheGidgeeSouthProject. Rouge Resources PtyLtdACN 625646997. The agreement summarisedinSection10.1(a). Ramelius hasincurred theearn-inobligationunderthatagreement. commence after to Agreement JV Ramelius venturethe joint in contemplatedThe Ramelius Resources Limited. Meaning Glossary | 225 | Prospectus | Westar Resources Directory Corporate 13 | 226 | Prospectus | Westar Resources Email: [email protected] Tel: +61863655200 Level 1,50Ord StWest Perth WA 6005 Discovery Capital Partners PtyLtd Lead Manager Web: www.asia-pacific.srk.com Email: [email protected] Tel: +61892882000 West Perth WA 6005 Level 3,18-32Parliament Place, SRK Independent Geologist Automic PtyLtd Share Registry Level 35,1EagleStreet, BrisbaneQld4000 Registered Office Nathan Cammerman, Non-Executive director Chief Executive Officer; and Karl Jupp,ManagingDirector and Simon Eley, Non-Executive Chairman; Directors ACN 635895082 Westar Resources Limited Company

Website: www.cbp.com.au Email: [email protected] Tel: +61730028767 Brisbane QLD4000 Level 35,1EagleStreet Colin Biggers &Paisley Lawyers Legal Adviser Email: [email protected] Fax: +61732293277 Tel: +61732292022 Level 28,10EagleStreet, BrisbaneQLD4000 Nexia BrisbaneAuditPtyLtd Auditor Email: [email protected] Fax: +61732293277 Tel: +61732292022 Level 28,10EagleStreet, BrisbaneQLD4000 Nexia BrisbaneCorporate Finance PtyLtd Investigating Accountant Website: www.westar.net.au Email: [email protected] Mob: +61(0)417902699 Level 35,1EagleStreet, BrisbaneQLD4000 Company Contact Details Tel: (Overseas): +61730028700 Tel: (Australia) 0730028700 Brent vanStaden Company Secretary WSR Proposed ASXCode Corporate Directory

082 895 635 ACN LIMITED RESOURCES WESTAR reasons). reasonable for you to expect the information to be disclosed. be to information the expect to you for reasonable hold you which in entity the of register public the in included A: Option Application Options: Automic Pty Ltd (ACN 152 260 814) trading as Automic as trading 814) 260 152 (ACN Ltd Pty Automic PRIVACY YOUR below details your Enter B: Option A By providing your email address, you toelect receive all communications despatched by the To | 227 | Prospectus | Westar ApplicantResources Email Address Number Telephone 3. 5. 4. 2. 1. X ) (

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Level 13, 37 St Georges Tce, Perth, Western Australia 6000

PO Box 443, Hillarys, Western Australia 6923 [email protected] www.westar.net.au