Pvw Resources Nl Acn 624 170 074 Prospectus

PVW RESOURCES NL ACN 624 170 074

PROSPECTUS

For an offer of 25,000,000 Shares at an issue price of $0.20 per Share to raise up to $5,000,000.

Oversubscriptions of up to a further 10,000,000 at an issue price of $0.20 per Share to raise up to a further $2,000,000 may be accepted.

The Offer is conditional upon the completion of certain Acquisitions. Refer to Section 3.4 for further details.

Lead Manager

(AFS Representative Number 000431191)

IMPORTANT INFORMATION

This is an important document that should be read in its entirety. If you do not understand it, you should consult your professional advisers without delay. The Securities offered by this Prospectus should be considered highly speculative. T AB LE OF CONTENTS

CORPORATE DIRECTORY ...... 1 IMPORTANT NOTICE ...... 2 CHAIR’S LETTER ...... 5 1. INDICATIVE TIMETABLE AND KEY OFFER DETAILS ...... 6 2. INVESTMENT OVERVIEW ...... 7 3. DETAILS OF THE OFFER ...... 15 4. COMPANY AND PROJECTS OVERVIEW ...... 22 5. RISK FACTORS ...... 37 6. INDEPENDENT GEOLOGIST’S REPORT ...... 48 7. FINANCIAL INFORMATION...... 132 8. SOLICITOR’S REPORT ON TENEMENTS ...... 150 9. BOARD, MANAGEMENT AND CORPORATE GOVERNANCE ...... 200 10. MATERIAL CONTRACTS ...... 204 11. ADDITIONAL INFORMATION ...... 206 12. DIRECTORS’ AUTHORISATION ...... 218 13. GLOSSARY ...... 219

4882-01/2033124_11 i CORPORATE DIRECTORY

Directors Registered Office

Colin James McCavana Level 1 Non-executive Chair 675 Murray Street WEST PERTH WA 6005 Aaron Maurer Managing Director, CEO Telephone: + 61 8 6165 8882 Email: [email protected] Mark Joseph Scolaro Website: www.pvwresources.com.au Non-executive Director Lead Manager Michael Griffiths Non-executive Director Oz Financial Australia Pty Ltd CAR No: 431191 Company Secretary Level 8 525 Flinders Street Simon Storm MELBOURNE VIC 3000

Solicitors Share Registry*

Steinepreis Paganin Automic Registry Services Level 4, The Read Buildings Level 2 16 Milligan Street 267 St Georges Terrace PERTH WA 6000 PERTH WA 6000

Investigating Accountant Telephone (within Australia): 1300 288 664 Telephone (outside Australia): +61 2 9698 5414 Nexia Perth Corporate Finance Pty Ltd Email: [email protected] Level 3 88 William Street Auditor PERTH WA 6000 Nexia Perth Audit Services Pty Ltd* Proposed ASX Code Level 3 88 William Street PVW PERTH WA 6000

Independent Geologist

Indeport Pty Ltd 10 Drinan Place HILLARYS WA 6025

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

4882-01/2033124_11 1 IMPORTANT NOTICE

This Prospectus is dated 31October 2018 and was lodged with the ASIC on that date. The ASIC, the ASX and their respective officers take no responsibility for the contents of this Prospectus or the merits of the investment to which this Prospectus relates.

No Shares may be issued on the basis of this Prospectus later than 13 months after the date of this Prospectus.

No person is authorised to give information or to make any representation in connection with this Prospectus, which is not contained in the Prospectus. Any information or representation not so contained may not be relied on as having been authorised by the Company in connection with this Prospectus.

It is important that you read this Prospectus in its entirety and seek professional advice where necessary. The Shares that are the subject of this Prospectus should be considered highly speculative.

Exposure Period

This Prospectus will be circulated during the Exposure Period. The purpose of the Exposure Period is to enable this Prospectus to be examined by market participants prior to the raising of funds. You should be aware that this examination may result in the identification of deficiencies in this Prospectus and, in those circumstances, any application that has been received may need to be dealt with in accordance with Section 724 of the Australian Corporations Act 2001 (Cth). Applications for Shares under this Prospectus will not be processed by the Company until after the expiry of the Exposure Period. No preference will be conferred on applications lodged prior to the expiry of the Exposure Period.

Web Site – Electronic Prospectus

A copy of this Prospectus can be downloaded from the website of the Company at www.pvwresources.com.au. If you are accessing the electronic version of this Prospectus for the purpose of making an investment in the Company, you must be an Australian resident and must only access this Prospectus from within Australia.

The Corporations Act 2001 (Cth) prohibits any person passing onto another person an Application Form unless it is attached to a hard copy of this Prospectus or it accompanies the complete and unaltered version of this Prospectus. You may obtain a hard copy of this Prospectus free of charge by contacting the Company.

The Company reserves the right not to accept an Application Form from a person if it has reason to believe that when that person was given access to the electronic Application Form, it was not provided together with the electronic Prospectus and any relevant supplementary or replacement prospectus or any of those documents were incomplete or altered.

No offering where offering would be illegal

The distribution of this Prospectus in jurisdictions outside Australia may be restricted by law and persons who come into possession of this Prospectus should seek advice on and observe any of these restrictions. Failure to comply with these restrictions may violate securities laws. Applicants who are resident in countries other than Australia should consult their professional advisers as to whether any governmental or other consents are required or whether any other formalities need to be considered and followed.

2 This Prospectus does not constitute an offer in any place in which, or to any person to whom, it would not be lawful to make such an offer. It is important that investors read this Prospectus in its entirety and seek professional advice where necessary.

No action has been taken to register or qualify the Securities or the Offer, or to otherwise permit a public offering of the Securities in any jurisdiction outside Australia. This Prospectus has been prepared for publication in Australia and may not be released or distributed in the United States of America.

Website

No document or information included on our website is incorporated by reference into this Prospectus.

Forward-looking statements

This Prospectus contains forward-looking statements which are identified by words such as ‘may’, ‘could’, ‘believes’, ‘estimates’, ‘targets’, ‘expects’, or ‘intends’ and other similar words that involve risks and uncertainties.

These statements are based on an assessment of present economic and operating conditions, and on a number of assumptions regarding future events and actions that, as at the date of this Prospectus, are expected to take place.

Such forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties, assumptions and other important factors, many of which are beyond the control of our Company, the Directors and our management.

We cannot and do not give any assurance that the results, performance or achievements expressed or implied by the forward-looking statements contained in this Prospectus will actually occur and investors are cautioned not to place undue reliance on these forward- looking statements.

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

These forward-looking statements are subject to various risk factors that could cause our actual results to differ materially from the results expressed or anticipated in these statements. These risk factors are set out in section 5 of this Prospectus.

Photographs and Diagrams

Photographs used in this Prospectus which do not have descriptions are for illustration only and should not be interpreted to mean that any person shown endorses the Prospectus or its contents or that the assets shown in them are owned by the Company. Diagrams used in this Prospectus are illustrative only and may not be drawn to scale.

Competent Persons statement

3 the style of mineralisation and type of deposit under consideration and to the activity which he is undertaking to qualify as a Competent Person as defined in the 2012 edition of the ‘Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves’ (the JORC Code). Mr Mendoza consents to the inclusion of the information in these sections of the Prospectus in the form and context in which it appears.

The information in the Investment Overview section, included at Section 2 of the Prospectus, the Company and Project Overview included at Section 4 of this Prospectus and the Independent Geologist’s Report, included at Section 6 of the Prospectus, which relate to technical assessment of exploration results is based on information compiled by Mr Neal Leggo, a Competent Person who is a Member of the Australian Institute of Geoscientists. Mr Leggo is not an employee of the Company but is engaged by Indeport Pty Ltd for the purpose of preparing the Independent Geologist’s Report. Mr Leggo has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity which he is undertaking to qualify as a Competent Person as defined in the 2012 edition of the ‘Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves’ (the JORC Code). Mr Leggo consents to the inclusion of the information in these sections of the Prospectus in the form and context in which it appears.

Definitions

Terms used in this Prospectus are defined in the Glossary in Section 13.

4 CHAIR’S LETTER

Dear Investor

On behalf of the Board of Directors, it gives me great pleasure to invite you to become a Shareholder in PVW Resources NL (Company or PVW).

The Company is a recently incorporated mineral exploration company focused on delivering Shareholder value through the identification, development and acquisition of mineral exploration properties prospective for gold and other minerals, in Western Australia.

The Company has acquired a portfolio of properties in key gold provinces in Western Australia. The properties have been selected for their potential to deliver exploration success.

Immediately following the proposed ASX listing, the Company will undertake exploration programs at its Mount Clifford, Tanami and Gordon Sirdar tenements. The proposed exploration programs will be designed to assess the potential for the presence of potentially economic mineral deposits on each of the tenements. Initial results will determine the scope, location and timing of further exploration across the portfolio.

The primary purpose of the Offer is to provide funds to undertake a systematic exploration program on the Company’s Projects, aimed at the discovery of economic mineral deposits. This Prospectus is seeking to raise a minimum of $5,000,000 by the issue of 25,000,000 Shares at an issue price of $0.20 per Share, with the ability to offer up to a further 10,000,000 Shares, for a maximum raising of up to $7,000,000.

The Company has assembled an experienced management and exploration team which is well qualified to exploit the potential of the Company’s mineral assets. The Board has significant expertise and experience in mineral exploration, project development and corporate finance, and aims to ensure that funds raised through the Offer will be utilised in a cost-effective manner to advance the Company’s Projects.

I look forward to you joining us as a Shareholder and sharing in what we believe are exciting and prospective times ahead for the Company.

An investment in the Company is subject to a range of risks, which are highlighted in Section 5 of this Prospectus. I encourage you to read this Prospectus carefully in its entirety before you make your investment decision. If you are in any doubt as to the contents of this Prospectus, you should seek professional advice from your stock broker, accountant, lawyer or other professional adviser if required.

Yours faithfully

COLIN MCCAVANA NON-EXECUTIVE CHAIR

4882-01/2033124_11 5 1. INDICATIVE TIMETABLE AND KEY OFFER DETAILS

1.1. Indicative timetable*

Lodgement of Prospectus with the ASIC 31 October 2018

Exposure period ends 7 November2018

Opening Date 8 November 2018

Priority Offer Closing Date 23 November 2018

General Offer Closing Date 30 November 2018

Despatch of holding statements 7 December 2018

Expected date for quotation on ASX 12 December 2018

* The above dates are indicative only and may change without notice. The Exposure Period may be extended by the ASIC by not more than 7 days pursuant to Section 727(3) of the Corporations Act 2001 (Cth). The Company reserves the right to extend the Closing Date or close the Offer early without prior notice. The Company also reserves the right not to proceed with the Offer at any time before the issue of Securities to Applicants.

1.2. Key Offer details

Minimum Maximum Subscription Subscription ($5,000,000) ($7,000,000) Shares on issue as at the date of this 60,260,000 60,260,000 Prospectus Offer price of the Offers $0.20 $0.20 Shares to be offered under the 25,000,000 35,000,000 Prospectus Consideration Shares to be issued 8,800,000 8,800,000 Shares to be issued to Lead 250,000 250,000 Manager Total Performance Rights on issue 4,800,000 4,800,000 Market capitalisation following the $18.9 million $20.9 million Offer (undiluted)

Market capitalisation following the $19.8 million $21.8 million Offer (diluted)

4882-01/2033124_11 6 2. INVESTMENT OVERVIEW

This section is a summary only and not intended to provide full information for investors intending to apply for Shares offered pursuant to this Prospectus. This Prospectus should be read and considered in its entirety.

Further Item Summary information

A. Company

Who is the PVW Resources NL (ACN 624 170 074) (Company or Section 4 issuer of this PVW). Prospectus? Who is the The Company was incorporated as an unlisted no Section 4.1 Company? liability company on 1 February 2018. The Company has incorporated three subsidiary companies to hold each of its three main Project areas. Since incorporation the Company has entered into a series of agreements to acquire an interest in a number of exploration licences or mineral rights in Western Australia, with a focus on gold, and has made application for additional tenure surrounding its Project areas. In addition to the acquisition agreement, the Company has also entered into a farmin and joint venture agreement to earn up to a 90% interest in tenements that comprise its Tanami West Project. As at the date of this Prospectus, the Company has earned an initial 35% interest in these tenements under that agreement. What are the The Company’s Projects are divided into three Section 4.2 Company’s project areas: Projects (a) Mount Clifford Project (including the Brilliant Well Project); (b) Tanami West Project; and (c) Gordon Sirdar Project. All of the Company’s Projects are located in Western Australia.

What is the The Company has entered into agreements to Section 8 Company’s acquire the tenements comprising its Mount current Clifford, Gordon Sirdar and Brilliant Well Projects. interest in the The Company has also entered into a farmin and Projects? joint venture agreement to earn up to a 90% interest in the tenements comprising the Tanami West Project. The Company has already completed the requirements to earn its initial 35% interest in those tenements. In addition, the Company has applied for new exploration licence tenure to add to its Tanami West and Gordon Sirdar projects.

7 Further Item Summary information

B. Business Model What is the The Company is a speculative exploration Section 4.3 Company’s company. Following completion of the Offer, the business Company’s proposed business model is to explore model? the Tenements that have the potential to be developed into production. A detailed explanation of the Company’s business model is set out in Section 4.3. What are the The Company’s management strategy and Section 4.4 key business purpose of this Offer is to provide PVW with funding objectives of to: the (a) complete the Acquisitions; Company? (b) systematically undertake exploration and evaluation of the Company’s Projects aimed at a discovery of a mineral resource within those Projects; (c) continue to seek out additional opportunities to grow or advance the Projects by acquiring, applying for, or joint venturing into areas adjacent to or surrounding those Projects; (d) implement a growth strategy to seek out further exploration opportunities which complement the Company’s focus on precious metals; and (e) provide working capital for the Company. The Directors believe that following the completion of the Offer the Company will have sufficient funds to meet these objectives. What are the The key dependencies of the Company’s business key model include: dependencies (a) completion of the Offer; of the (b) completing the Acquisitions; Company’s business (c) obtaining the grant of the Company’s model? tenement applications; (d) completing successful exploration on the Tenements to allow the Company to progress the development of the Company’s Projects; (e) retaining and recruiting key personnel skilled in the exploration and mining sectors; (f) sufficient worldwide demand for gold; and (g) the market price of gold remaining higher than the Company’s costs of any future production (assuming successful exploration of the Projects by the Company).

8 Further Item Summary information

C. Key Advantages and Key Risks What are the The Directors are of the view that an investment in Section 4 key the Company provides the following non- advantages exclusive list of advantages: of an (a) a portfolio of high-grade gold projects on investment in granted tenements with drill ready targets; the (b) advanced projects around the Leonora Company? tenement group (Mount Clifford Project) including two granted mining leases, historic exploration and small scale mining that has recovered free-milled gold; (c) opportunity to develop the Mount Clifford Project through the value chain process of defining a compliant resource estimate, mine feasibility, potential mine development and cash flow; (d) Directors confidence that the regions of Western Australia where the Projects are located, and the resources industry generally, will offer the Company significant potential to create value for Shareholders; and (e) a balanced management team with extensive experience in the identification and development of mineral resources and experience in public companies. What are the The business, assets and operations of the Section 5 key risks of an Company, following admission to the official list of investment in the ASX, have the potential to influence the the operating and financial performance of the Company? Company in the future. These risks can impact on the value of an investment in the Shares of the Company. The Board aims to manage these risks by carefully planning its activities and implementing risk control measures. Some of the risks are, however, highly unpredictable and the extent to which the Board can effectively manage them is limited. Based on the information available, a summary of the core key risk factors affecting the Company are as follows: (a) Exploration and development of Projects Mineral exploration and development is a speculative and high risk undertaking. As the Company is an early-stage exploration company, there can be no assurance that exploration on the Projects will result in the discovery of an economic mineral resource.

9 (b) Completion of Acquisitions The Company has entered into four agreements to acquire tenements that have not yet completed. Until completion has occurred there is a risk that completion and the registration of the tenements in the name of the Company may not occur. (c) Conditions to tenements Interests in tenements in Western Australia are governed by legislation and are evidenced by the granting of leases and licenses by the State. After the completion of the Acquisitions, and after the grant of the Company’s tenement applications, the Company will have an obligation to meet the conditions that apply to the Tenements. (d) Rehabilitation of Tenements In relation to the Company’s proposed operations, issues could arise from time to time with respect to abandonment costs, consequential clean-up costs, environmental concerns and other liabilities. In addition, certain Tenements being acquired by the Company have pre-existing environmental and rehabilitation costs associated with previous workings on those Tenements that the Company will become responsible for. (e) Native title and Aboriginal heritage In relation to the Tenements which the Company has an interest in, there may be areas over which legitimate common law native title rights of Aboriginal Australians exist, which may impact on the Company’s ability to access or develop those areas. (f) Transfer of Tenements Mining Lease M37/135 is subject to a mortgage held by the holder of a royalty from mining on that Tenement, CopperCo Limited (subject to external administration). The ability to get the consent of the mortgage holder may restrictor delay the ability of the Company to be registered as the holder of this Tenement. (g) Operational risks The operations of the Company may be affected by various factors including the failure to location mineral deposits, failure to achieve the predicted grades, operational and technical difficulties, insufficient or unreliable infrastructure, mechanical failure and breakdown and adverse weather conditions.

10 Further Item Summary information (h) Grant of future authorisations to explore and mine If the Company discovers an economically viable mineral deposit that it then intends to develop, it will, among other things, require various approvals, licences and permits before it will be able to mine the deposit. (i) Reliance on key management The responsibility of overseeing the day-to- day operations of the Company depends substantially on its senior management and personnel. There can be no assurance given that there will be no detrimental impact on the Company if one or more of these employees cease their employment. (j) Resource and Reserve estimates There are no current Resource or Reserve estimates identified by the Company on the Projects. There is no assurance that any Resource or Reserve estimates will ever be successfully identified on any of the Projects. Additional information on these key risks and further risks are disclosed at Section 5 of this Prospectus.

D. Information on the Directors Who are the The current Board is not anticipated to change Section 4.5 Directors? upon listing, and shall be comprised of: (a) Mr Colin McCavana – Non-Executive Chair; (b) Mr Aaron Maurer – Managing Director, CEO; (c) Mr Mark Scolaro – Non-Executive Director; and (d) Mr Michael Griffiths – Non-Executive Director. A profile on each of the Directors is set out in Section 4.5.

What are the As at the listing of the Company, the remuneration Section Directors’ payable to the Company will be as follows: 4.6.2 salaries? (a) Mr Colin McCavana – $60,000; (b) Mr Aaron Maurer – $250,000; (c) Mr Mark Scolaro – $48,000; and (d) Mr Michael Griffiths – $48,000.

11 Further Item Summary information

What are the Director Shares Performance Section Directors’ Rights 4.6.1 interests in the Company? Colin McCavana 5,000,000 700,000 Aaron Maurer 2,000,000 2,000,000 Mark Scolaro 1,250,000 700,000

Michael Griffiths 850,000 700,000 Milestones relating to the Performance Rights are set out in Section 4.6.1. E. Financial Information

How has the The Company was only recently incorporated (1 Section 7 Company February 2018) and has no operating history and performed limited historical financial performance. over the past As a result, the Company is not in a position to 12 months? disclose any key financial ratios other than its statement of profit and loss, statement of cash flows and pro-forma balance sheet which is included in the Financial Information set out in Section 7 of this Prospectus. Given the Company’s limited operating history, the Board does not consider that the financial history is a relevant guide to the future performance post the IPO. However, the previous financial statements, and pro forma balance sheet are set out in Section 7 of this Prospectus. What is the Given the current status of the Company’s Section 7 financial projects and the speculative nature of mineral outlook for the exploration, the Directors do not consider it Company? appropriate to forecast future earnings. Any forecast or projection information would contain such a broad range of potential outcomes and possibilities that it is not possible to prepare a reliable best estimate forecast or projection on a reasonable basis. F. Offer

What is being The Company is offering 25,000,000 Shares at an issue Section 3 offered? price of $0.20 to raise $5,000,000 with the right to accept oversubscription of up to a further 10,000,000 Shares at an issue price of $0.20 to raise up to a further $2,000,000.

What will the The Company’s capital structure on a post-Offer Section 4.9 Company’s basis is set out in Section 4.9. capital structure look like after completion of the Offer?

12 Further Item Summary information

Who is the The Company has appointed Oz Financial Section 3.7 lead manager Australia Pty Ltd (AFS Rep No. 000431191) as the lead manager of the Offers. The Company will pay the Lead Manager the fee as set out in Section 10.4 of this Prospectus. What are the A summary of the material rights and liabilities Section terms of the attaching to the Shares offered under the Offer is 11.2 Shares offered set out in Section 11.2. under the Offer? Will any of the No, none of the Shares issued under the Offer will Section Shares issued be subject to escrow. 3.12 under the Offers be subject to escrow? Will the Shares The Company will make an application to ASX for Section issued under quotation of all Shares offered under this 3.11 the Offers be Prospectus. quoted? What are the The key dates of the Offer are set out in the Key Offer key dates of indicative timetable in the Key Offer Information Information the Offer? Section. Section What is the Applications under the Offer must be for a Section 3.9 minimum minimum of $2,000 worth of Shares (10,000 Shares) investment and thereafter, in multiples of $500 worth of Shares size under the (2,500 Shares). Offers? Are there any Yes, the issue of Shares under the Offer will be Sections conditions to subject to the Company completing the 3.4 and 3.5 the Offers? Acquisitions of the various tenements that it does not own as at the date of this Prospectus, and upon the achievement of the minimum subscription. G. Use of proceeds

How will the The Offer proceeds and the Company’s existing Section 3.8 proceeds of cash reserves will be used for: the Offers be (a) mineral exploration activities and used? development programmes on the Company’ Projects; (b) meet the expenses of the Offer; and (c) funding working capital requirements, general administration and operating costs. Further details of which are set out in Section 3.8.

13 Further Item Summary information

H. Additional information Is there any No brokerage, commission or duty is payable by Sections brokerage, Applicants on the acquisition of Shares under the 3.18 commission or Offer. stamp duty However, the Company will pay a fee to the Lead payable by Manager of 7% (ex GST) of the total amount raised applicants? under the Prospectus together with a further cash fee of $150,000, payable in cash and Shares at listing. What are the Shares issued under this Prospectus may be Section tax subject to Australian tax on any future dividends or 3.16 implications of disposal. investing in The tax consequences of any investment in Shares Securities? will depend upon an investor’s particular circumstances. Applicants should obtain their own tax advice prior to deciding whether to subscribe for Securities offered under this Prospectus. What are the To the extent applicable, considering the Section 9 corporate Company’s size and nature, the Company has governance adopted The Corporate Governance Principles principles and and Recommendations (3rd Edition) as published policies of the by ASX Corporate Governance Council Company? (Recommendations). The Company’s main corporate governance policies and practices as at the date of this Prospectus are outlined in Section 9 of this Prospectus. The Company’s full Corporate Governance Plan is available from the Company’s website (www.pvwresources.com.au). Prior to listing on the ASX, the Company will announce its main corporate governance policies and practices and the Company’s compliance and departures from the Recommendations.

Where can I (a) By speaking to your sharebroker, solicitor, find more accountant or other independent information? professional adviser; (b) By contacting the Company Secretary on +61 433 570 876; or (c) By contacting the Share Registry on 1300 288 664.

14 3. DETAILS OF THE OFFER

3.1 The Offers

Pursuant to this Prospectus, the Company invites applications for 25,000,000 Shares at an issue price of $0.20 per Share to raise $5,000,000 (Minimum Subscription).

Oversubscriptions of up to a further 10,000,000 at $0.20 to raise a further $2,000,000 may be accepted at the discretion of the Directors. The maximum amount which may be raised under the Offer is accordingly $7,000,000 (Maximum Subscription).

The Offers under this Prospectus consist of the Offer, which is made up of the Priority Offer and the General Offer

All of the Shares offered under this Prospectus will rank equally with the existing Shares on issue at the date of this Prospectus. Please refer to Section 11.2 of this Prospectus for further information regarding the rights and liabilities attaching to the Shares.

3.2 General Offer

The General Offer will be for:

(a) either:

(i) 15,000,000 Shares assuming Minimum Subscription; or

(ii) 25,000,000 Shares assuming Maximum Subscription; and

(b) any Shares offered pursuant to the Priority Offer that are not subscribed for by Eligible Minotaur Shareholders by the Priority Offer Closing Date.

Therefore, if the Priority Offer is fully subscribed, either 15,000,000 Shares (assuming Minimum Subscription) or 25,00,000 Shares (assuming Maximum Subscription) will be offered pursuant to the General Offer. However, if no Shares are subscribed for under the Priority Offer at the Priority Offer Closing Date then 25,000,000 Share (assuming Minimum Subscription) or 35,000,000 Shares (assuming Maximum Subscription) will be available for subscription pursuant to the General Offer.

3.3 Priority Offer

Of the Shares being offered under the Prospectus, 10,000,000 will be offered in priority to shareholders of Minotaur Exploration Ltd (Minotaur Shareholders) received before the Priority Offer Closing Date. Allocation of the Shares under the Priority Offer to the Minotaur Shareholders will be subject to the allocation policy set out in Section 3.10. Eligible Minotaur Shareholders are encouraged to submit their Application Forms as soon as possible after the Opening Date.

Minotaur Shareholders will be provided with a personal code (Eligibility Code) in a letter to be sent to each Minotaur Shareholder by Minotaur. In order to participate in the Priority Offer, Minotaur Shareholders should inscribe their Eligibility Code on their Application Form and submit it prior to the Priority Offer Closing Date at the address outlined below.

The Priority Offer closes seven (7) days prior to the General Offer closes. This is to allow the Company to accept Applications under the General Offer for Shares not applied for (or applications not accepted by the Company) under the Priority Offer.

15 To the extent that subscriptions from Minotaur Shareholders exceed 10,000,000 Shares, the excess Applications will be considered as applications under the General Offer.

3.4 Condition of the Offer

Prior to the Company listing on ASX, the Company will need to complete the acquisition of certain Tenements under two agreements:

• Minotaur Agreement; and

• Mt Clifford Agreement,

(together the Acquisitions).

The Offer is condition upon, and no Shares will be issued until the Company is in a position to complete the acquisition under these two agreements contemporaneously with the issue of Shares under the Offer. Those two agreements are summarised in the Solicitor’s Report on Tenements in Sections 2.1 and 2.2 of Part III of that report included in Section 8 of this Prospectus.

3.5 Minimum subscription

The minimum amount which must be raised under this Prospectus is $5,000,000 (Minimum Subscription). If the Minimum Subscription has not been raised within four (4) months after the date of this Prospectus, the Company will not issue any Securities and will repay all application monies for the Securities within the time prescribed under the Corporations Act 2001(Cth), without interest.

3.6 Not underwritten

The Offers are not underwritten.

3.7 Lead Manager

The Company has appointed Oz Financial Australia Pty Ltd a corporate representative (AFR No: 000431191) of Reach Financial Group (AFSL No: 333297) as lead manager to the Offers. Details of the fees payable for these services and the use of those fees are set out in Section 10.4 of this Prospectus.

3.8 Use of Funds

The Company intends to apply funds raised from the Offers, together with existing cash reserves, over the first two (2) years following admission of the Company to the official list of ASX as follows:

Minimum Maximum % of % of Funds available Subscription Subscription Funds Funds ($5,000,000) ($7,000,000)

Existing cash reserves1 $1,430,000 22% $1,430,000 17% Funds raised from the $5,000,000 78% $7,000,000 83% Offer Total $6,430,000 100% $8,430,000 100%

Allocation of funds

16 Minimum Maximum % of % of Funds available Subscription Subscription Funds Funds ($5,000,000) ($7,000,000) Exploration on the $4,101,449 65% $5,651,449 67% Company’s Projects2 Working capital and $1,557,051 24% $1,849,301 22% administration costs

Costs of the Offer3 $771,500 11% $929,250 11%

Total $6,430,000 100% $8,430,000 100%

Notes: 1. This amount is the amount of cash held by the Company as at the date of this Prospectus and is therefore different to the $675,273 amount shown as at 30 June 2018. Refer to the Financial Information set out in Section 7 of this Prospectus for further details. 2. Details of the Company’s Projects are set out in Section 4 below as well as in the Independent Geologist’s Report in Section 6. Planned expenditure on each of the individual Projects and the rationale for the initial planned expenditure is set out in the Independent Geologist’s Report as well as in Section 4. 3. Refer to Section 11.8 of this Prospectus for further details relating to the individual costs associated with the Offer. In addition to these cash costs outlined above, a further amount of costs associated with the Offer will be paid to the Lead Manager through the issue of Shares with a total value of $50,000 based on the Offer price. Refer to Section 10.4 for details of the terms of the Lead Manager’s mandate.

In the event the Company accepts oversubscriptions and raises more than the Minimum Subscription of $5,000,000 but less than the Maximum Subscription of $7,000,000, the additional funds raised will be firstly applied towards any increased costs of the Offer, then proportionately applied towards exploration and evaluation of the Mount Clifford Project and the Tanami West Project.

It should be noted that the Company’s budgets will be subject to modification on an ongoing basis depending on the results obtained from exploration and evaluation work carried out. This will involve an ongoing assessment of the Company’s mineral interests. The results obtained from exploration and evaluation programs may lead to increased or decreased levels of expenditure on certain projects reflecting a change in emphasis.

The above table is a statement of current intentions as of the date of this Prospectus. As with any budget, intervening events (including exploration success or failure) and new circumstances have the potential to affect the manner in which the funds are ultimately applied. The Board reserves the right to alter the way funds are applied on this basis.

The Directors consider that following completion of the Offer, the Company will have sufficient working capital to carry out its stated objectives. It should however be noted that an investment in the Company is speculative and investors are encouraged to read the risk factors outlined in Section 5.

3.9 Applications If you wish to apply for Shares under the Offers, you may:

(a) apply online using an online Application Form and pay the application monies electronically; or

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

3.9.1 How to apply

(a) Paper Application

Complete the hard copy of the Application Form accompanying the hard copy of this Prospectus and mail or hand deliver the completed Application Form with cheque or bank draft to the Share Registry at the relevant address shown on the Application Form so it is received before 5.00pm (WST) on the Closing Date.

By Post To: Delivered To:

PVW Resources NL PVW Resources NL C/- Automic C/- Automic PO Box 2226 Level 29 STRAWBERRY HILLS NSW 2012 201 Elizabeth Street SYDNEY NSW 2000

(b) BPAY®

Applicants in Australia may also apply for Shares by applying online at https://automic.com.au/pvwresources.html. An Applicant must comply with the instructions on the website. An Applicant paying the application monies by BPAY® must use the unique BPAY® Customer Reference Number provided.

BPAY®payments must be made from an Australian dollar account of an Australian financial institution. Using these BPAY® details, you must:

(i) access your participating BPAY® financial institution either through telephone or internet banking;

(ii) select to use BPAY® and follow the prompts;

(iii) enter the supplied biller code and unique customer reference number;

(iv) enter the total amount to be paid which corresponds to the value of Shares you wish to apply for under each Application;

(v) select which account you would like your payment to come from;

(vi) schedule your payment to occur on the same day that you complete your online Application Form. Applications without payment will not be accepted; and

(vii) record and retain the BPAY® receipt number and date paid.

You should be aware that your own financial institution may implement earlier cut- off times with regard to BPAY® or other electronic payments and you should therefore take this into consideration when making payment. It is your

18 responsibility to ensure that funds submitted through BPAY® or other electronic payments are received by 5.00pm (WST) on the Closing Date.

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

Applications for Shares must be for a minimum of 10,000 Shares and thereafter in multiples of 2,500 Shares and payment for the Shares must be made in full at the issue price of $0.20 per Share.

The Company reserves the right to close the Offers early.

If you require assistance in completing an Application Form, please contact the Share Registry.

3.10 Allocation Policy

The Company retains an absolute discretion to allocate Shares under the Offer and reserves the right, in its absolute discretion, to allot to an Applicant a lesser number of Shares than the number for which the Applicant applies or to reject an Application Form. If the number of Shares allotted is fewer than the number applied for, surplus application money will be refunded without interest as soon as practicable.

No Applicant under the Offer has any assurance of being allocated all or any Shares applied for. The allocation of Shares by Directors will be influenced by the following factors:

(a) the number of Shares applied for;

(b) the overall level of demand for the Offer;

(d) the desire for an informed and active market for trading Shares following completion of the Offer.

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

3.11 ASX listing Application for Official Quotation by ASX of the Shares offered pursuant to this Prospectus will be made within 7 days after the date of this Prospectus.

If the Shares are not admitted to Official Quotation by ASX before the expiration of 3 months after the date of issue of this Prospectus, or such period as varied by the ASIC, the Company will not issue any Shares and will repay all application monies for the Shares within the time prescribed under the Corporations Act, without interest.

The fact that ASX may grant Official Quotation to the Shares is not to be taken in any way as an indication of the merits of the Company or the Shares now offered for subscription.

19 3.12 Escrow

Subject to the Company being admitted to the Official List, certain Shares and Performance Rights on issue prior to the Offer will be classified by ASX as restricted securities and will be required to be held in escrow for up to 24 months from the date of Official Quotation. The Board does not expect that any Shares issued under the Offer will be subject to escrow under the ASX Listing Rules.

The Company will announce to the ASX full details (quantity and duration) of the Shares and Performance Rights required to be held in escrow prior to the Shares commencing trading on ASX.

3.13 Issue of Securities Subject to the Minimum Subscription to the Offer being reached and ASX granting conditional approval for the Company to be admitted to the Official List, issue of Shares offered by this Prospectus will take place as soon as practicable after the Closing Date.

Pending the issue of the Shares or payment of refunds pursuant to this Prospectus, all application monies will be held by the Company in trust for the Applicants in a separate bank account as required by the Corporations Act. The Company, however, will be entitled to retain all interest that accrues on the bank account and each Applicant waives the right to claim interest.

The Directors will determine the recipients of the issued Shares in their sole discretion. The Directors reserve the right to reject any application or to allocate any applicant fewer Shares than the number applied for. Where the number of Shares issued is less than the number applied for, or where no issue is made, surplus application monies will be refunded without any interest to the Applicant as soon as practicable after the Closing Date.

Holding statements for Shares issued to the issuer sponsored subregister and confirmation of issue for Clearing House Electronic Subregister System (CHESS) holders will be mailed to Applicants being issued Shares pursuant to the Offer as soon as practicable after their issue.

3.14 Applicants outside Australia

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

No action has been taken to register or qualify the Shares or otherwise permit a public offering of the Shares the subject of this Prospectus in any jurisdiction outside Australia. Applicants who are resident in countries other than Australia should consult their professional advisers as to whether any governmental or other consents are required or whether any other formalities need to be considered and followed.

If you are outside Australia it is your responsibility to obtain all necessary approvals for the issue of the Shares pursuant to this Prospectus. The return of a completed Application Form will be taken by the Company to constitute a representation and warranty by you that all relevant approvals have been obtained.

20 3.15 Clearing House Electronic Sub-Register System (CHESS) and Issuer Sponsorship

The Company will apply to participate in CHESS, for those investors who have, or wish to have, a sponsoring stockbroker. Investors who do not wish to participate through CHESS will be issuer sponsored by the Company.

Electronic sub-registers mean that the Company will not be issuing certificates to investors. Instead, investors will be provided with statements (similar to a bank account statement) that set out the number of Shares issued to them under this Prospectus. The notice will also advise holders of their Holder Identification Number or Security Holder Reference Number and explain, for future reference, the sale and purchase procedures under CHESS and issuer sponsorship.

Electronic sub-registers also mean ownership of securities can be transferred without having to rely upon paper documentation. Further monthly statements will be provided to holders if there have been any changes in their security holding in the Company during the preceding month.

3.16 Taxation

The acquisition and disposal of Shares will have tax consequences, which will differ depending on the individual financial affairs of each investor. It is not possible to provide a comprehensive summary of the possible taxation positions of all potential applicants. As such, all potential investors in the Company are urged to obtain independent financial advice about the consequences of acquiring Shares from a taxation viewpoint and generally.

To the maximum extent permitted by law, the Company, its officers and each of their respective advisors accept no liability and responsibility with respect to the taxation consequences of subscribing for Shares under this Prospectus.

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

3.17 Commissions payable

The Company reserves the right to pay a commission of up to 7% (exclusive of goods and services tax) of amounts subscribed through any licensed securities dealers or Australian financial services licensee in respect of any valid applications lodged and accepted by the Company and bearing the stamp of the licensed securities dealer or Australian financial services licensee. Payments will be subject to the receipt of a proper tax invoice from the licensed securities dealer or Australian financial services licensee.

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

3.18 Withdrawal of Offers

The Offers may be withdrawn at any time. In this event, the Company will return all application monies (without interest) in accordance with applicable laws.

21 4. COMPANY AND PROJECTS OVERVIEW

4.1 Background

PVW Resources NL (the Company) was incorporated as an unlisted no liability company on 1 February 2018, for the purpose of acquiring interests in exploration tenure and mineral rights in Western Australia and to seek a listing on the ASX. The Company has incorporated the following three (3) subsidiary companies to hold its respective interests in each of its three (3) main Projects:

• PVW Mt Clifford Pty Ltd;

• PVW Tanami West Pty Ltd; and

• PVW Gordon Sirdar Pty Ltd.

Subsequent to its incorporation, the Company has entered into a number of agreements to acquire various exploration tenure and mineral rights. A summary of the Company’s tenure and interest in exploration tenements in Western Australia is set out in the Solicitor’s Report on Tenements in Section 8. Also in the Solicitor’s Report on Tenements is a summary of each of the agreements related to these tenement acquisitions and farmin arrangements (Part III of the Solicitor’s Report on Tenements).

The Company’s projects are grouped into three distinct projects:

• Mount Clifford Project (including the Brilliant Well Project);

• Tanami West Project; and

• Gordon Sirdar Project,

(together the Projects).

Access shaft to the Mount Clifford underground gold mine

The Company has an interest in 19 granted tenements and has applications in place for an additional 12 tenements to increase the holdings across the Projects.

The Board’s primary objective is to generate sustainable value for Company shareholders through drawing on the collective knowledge and expertise of the Directors which combines proven governance, commercial, technical and operational success to lead diligently throughout the projects’ life cycle, from exploration through to the potential of further development and establishment of mining operations.

The Company now seeks to raise a minimum of $5 million, and up to $7 million to explore these exploration assets, build on previous workings undertaken within the

4882-01/2033124_11 22 areas of the tenure, and seek to achieve exploration and development success of the Company’s assets.

4.2 Company Projects

The Company holds a diversified land package across Western Australia which includes tenements within the Kalgoorlie, Leonora and Tanami regions as shown in Figure 1 below.

The Company’s full proposed exploration program is outlined in the Independent Geologist’s Report in Section 6. It is the intention of the Board to initially target the highly prospective Mount Clifford mining leases within the Mount Clifford Project and utilise the known results from the small-scale underground mine, historical knowledge of the production from the Jungle Well open cut and the limited drilling at depth across the entire tenement package to establish a JORC resource within the Mount Clifford Project area.

Figure 1: Company Project locations

4.2.1 Mount Clifford Project

The Mount Clifford Project is centred approximately 625km north of Perth and 60km north-northwest of Leonora in the Mt Margaret Mineral Field of Western Australia (Figure 1). The project consists of two (2) granted mining leases, two (2) granted exploration licence (including the Brilliant Well Tenement, and six (6) granted prospecting licences with a total area of 126km2.

23 Included in the Mount Clifford Project Area is the Brilliant Well Project (referred to in Section 5 of the Independent Geologist’s Report). The Brilliant Well Project comprises one granted exploration licence covering 59.6km2.

Visible gold showing in a rock sample collected from the Mount Clifford underground mine area

The Company has previously completed the acquisition of M37/135 (Jungle Well Agreement) and E/371254 (Brilliant Well Agreement). The terms of those agreements are summarised in Part III of the Solicitor’s Report on Tenements set out in Section 8 of this Prospectus.

The Mount Clifford Project is positioned in a prospective location in terms of a regional geological and mineralisation setting, occurring on the boundary between the Kalgoorlie and Kurnalpi Terranes, both of which host numerous, known and significant gold deposits.

Figure 2: Mount Clifford Project tenements

The area covered by the Company’s six (6) prospecting licences has been held primarily by individuals for several decades, resulting in relatively limited modern exploration having been undertaken. Some grassroots gold exploration was undertaken in the area during and since the 1980’s, primarily by BHP, Dominion, Dalrymple Resources, Miralga Mining and Lionore. However, most of the exploration was shallow with limited drilling below 60m.

Image of the Jungle Well open pit

As is set out in the Independent Geologist’s Report, historical mining of the Jungle Well gold deposit (within the Mount Clifford Project) was undertaken by Consolidated Gold Mines (CGM) in 1996, producing 240,000t @ 2.6g/t Au which was treated at their nearby Bannockburn plant. Approximately 20,000oz of gold was recovered from the Jungle Well deposit during this period. The cessation of CGM’s mining operations at Jungle Well coincided with a reduction in the gold price. Small scale underground mining has exploited the gold deposit intermittently from the 1900’s.

A detailed history of the areas within the Mount Clifford Project is detailed in the Independent Geologist’s Report (Section 6). The Company’s plan is to make the Mount Clifford Project the focus for initial expenditure given its prospectivity and size. The strategy is to undertake a systematic, staged approach to exploration focussing primarily on gold. At this stage, the Company does not intend to undertake any exploration for nickel or any copper-lead-zinc deposits.

4.2.2 Tanami West Project

The Tanami West Project is located in the Kimberley region of WA, approximately 1,500km northeast of Perth and 220km south-southeast of Halls Creek in the Tanami desert, adjacent the Northern Territory border.

The Company has entered into a farmin and join venture agreement with Orion Metals Limited and its wholly owned subsidiary, Rich Resources Investments Pty Ltd, to earn up to a 90% interest in the following tenements in the Tanami West Project: E80/4029, E80/4197, E80/4558, E80/4869, E80/4919, E80/4920 and E80/4921 (Farmin Tenements). These tenements are shown in Figure 3 below.

As at the date of this Prospectus, the Company has completed the obligations to earn its initial 35% interest in these Farmin Tenements. A summary of the terms of the farmin and joint venture agreement is set out in Part III of the Solicitor’s Report on Tenements included in this Prospectus included at Section 8 of this Prospectus.

25 In addition to these tenements, the Company has also applied in its own name for a further six (6) tenements that will add to its tenure in the Tanami West Project.

Figure 3: Tanami West Project area tenements

The Coyote Gold Mine, located immediately south of the project area and identified in Figure 3 above was discovered in 1999 by AngloGold through broad- spaced geochemical rotary air blast (RAB) drilling. Tanami Gold NL commenced open pit mining and milling operations in May 2006, subsequently moving to underground operations. Mining continued until 2013 when operations ceased and the processing plant was placed on care and maintenance. During this period Tanami Gold also sourced ore for their Coyote mill from three (3) open pit mining operations at the Bald Hill project area exploiting the Kookaburra, Sandpiper and Osprey gold deposits. These three (3) gold deposits were recent discoveries and are located immediately north of the Company’s E80/5249 tenement.

Work undertaken by the holders in 2012 involved surface geochemical rock chip sampling at the Killi Killi East (KKE) Prospect and a reverse circulation (RC) drilling programme at both KKE and Killi Killi West (KKW) Gold mineralisation was intersected in three (3) holes, with a best intercept of 8m @ 4.2g/t Au from 68m in KKO-116. Detailed information on these drilling results are included in the annexures in the Independent Geologist’s Report (Section 6).

The Tanami tenements hold significant potential for the discovery of orogenic gold mineralisation with numerous occurrences and deposits of this style occurring in the surrounding district, several of which have been commercially mined in the last 10 years.

The Company’s strategy is to continue its exploration programmes on the tenements. These exploration activities, to the extent that they are undertaken on the Farmin Tenements, the Company also expects to increase its interest in those Farmin Tenements in accordance with the terms of the farmin and joint venture agreement.

26 Exploration activities are expected to focus on gold exploration only at this stage.

4.2.3 Gordon Sirdar Project

The Gordon Sirdar Project is centred 15km north of Kalgoorlie in Western Australia (Figure 4). Access to the project area is via the Goldfields Highway with access to specific tenement access available through flat terrain and open vegetation using mining, station and exploration tracks. The Project consists of two (2) granted exploration licences that the Company has acquired from entities associated with Director, Colin McCavana and former Director, George Bauk, 1 exploration licence application and five (5) prospecting licence applications applied for by the Company, for a total area of 90km2.

Since the discovery of gold in Kalgoorlie in 1893, the surrounding area has been subject to intense prospecting and gold mining. The Gordon Sirdar Project tenements have likely been prospected by traditional methods over many years. However, it appears that little effective exploration has occurred over much of the area of the Gordon Sirdar Project (Figure 4).

The Gordon Sirdar Project is positioned in a prospective location in terms of a regional geological and mineralisation setting, occurring within the Boorara Domain of the Kalgoorlie Terrane within the Yilgarn Craton. There are numerous significant gold deposits located within a 10km radius of the project boundaries.

The eastern tenements cover greenstone rocks that thrust up against the Scotia Granitoid while the western licenses cover part of the Scotia Granitoid. Whilst granite orogenic gold deposits are not typical of the Eastern Gold Fields, the historic Woodcutters gold deposit (situated about 35km north of Gordon Sirdar), sits on the same regional anticlinal structure that runs through the Company’s tenure. Woodcutters is reported to have produced 1.4M ounces of gold and is regarded as the largest Archean granite hosted gold system in Western Australia.

Although the Gordon Sirdar Project is expected initially to be the smaller of the Company’s three (3) major Projects, the Company still expects to undertake a systematic exploration programme on the Gordon Sirdar Project and believe that, given its location, it remains a highly prospective project.

Figure 4: Gordon Sirdar Project tenements

4.3 Business Model

The Company has as its primary focus gold exploration of tenements in the Leonora (Mount Clifford Project, Tanami (Tanami West Project) and Kalgoorlie (Gordon Sirdar Project) regions of Western Australia. The Company intends to use latest drilling techniques along with historic results of previous exploration to undertake a thorough and cost-effective exploration program.

Post completion of the Offer and prior to listing on ASX, the Company will complete the acquisition of the tenements that it has not already completed.

Details of the Company’s proposed exploration programmes and expenditures are outlined in detail in the Independent Geologist’s Report in Section 6 of this Prospectus. The drilling programmes and budgeted expenditures outlined in the Independent Geologist’s Report are subject to modification on an ongoing basis and are contingent upon circumstances, results and other opportunities. Expenditure may be reallocated as a consequence of such changes or new opportunities arising and will always be prioritised in accordance with due regard to geological merit and other business decisions related to the Company’s activities. Ongoing assessment of the Company’s Projects may lead to increased or decreased levels of expenditure on each Project depending on the outcome of those assessments.

The Board’s strategy will be to take measured and actionable steps towards advancing the exploration program and to identify selective, low cost, low risk mining development and production opportunities. In addition, the Company will continue to explore opportunities to grow its Projects by acquisition, application or joint venturing into areas surrounding and adjacent to the Projects.

4.4 Proposed Exploration Work Programmes and Budgets

The proposed work program and exploration budget for each of the Projects set out below are aligned with the Independent Geologist Report in Section 6 and

28 brings the initial focus on successfully listing and raising of capital pursuant to the Offer.

Each phase of the exploration program at each of the Company’s Projects is outlined below:

• Phase 1 will highlight the Company’s focus on quickly determining the operational potential across the Mount Clifford Project’s mining leases. Following listing the Company will begin an initial 5-10k meter RC and diamond drill campaign in this area in the first quarter of 2019. This program will incorporate twinning several historic drill holes to verify the intersections and enable these holes to be used to develop a JORC resource in the area. The program will also focus on determining the continuity of the structure below the Jungle Well open cut.

• Phase 2 exploration is planned to start with a drilling program in the Tanami West Project in the second half of 2019. This area has had limited exploration at depth and the Company is eager to follow up a number of previously discovered gold intercepts on the Kill Killi tenement which need further exploration.

• Phase 3 and 4 planned exploration activities in 2020 return to the Mount Clifford Project to further define the results found in Q1 2019. Drilling would then begin on the Gordon Sirdar Project to further explore the structures that have been identified in the Independent Geologist Report (Section 6).

The exploration program will be results driven and subject to review based on actual results, interpretations, development of further exploration targets and database modelling. The Company will run multiple scenarios based on this information with flexibility to make changes to the work programmes and budgets requirements will be necessary as results are received.

The proposed budgets summarised below for all Projects are considered reasonable for the first two (2) years after listing and are aligned with the Independent Geologist Report contained in Section 6 (refer to Section 6 of that Report). The planned exploration is consistent with the Company’s stated objectives and is necessary to validate historical exploration results, support actual production results and demonstrates potential for further discovery and extension of gold mineralisation. The Independent Geologist has expressed its opinion that the planned expenditure is consistent with the mineral potential and status of the Projects.

Exploration By Project - Minimum Subscription

Year 1 Year 2 Total Activity $ $ $ Mount Clifford and Brilliant Well 1,405,543 912,756 2,318,299 Tanami West 936,071 334,004 1,270,075 Gordon Sirdar 103,071 410,004 513,075 Total Costs 2,444,685 1,656,764 4,101,449

29 Exploration By Project- Maximum Subscription

Year 1 Year 2 Total Activity $ $ $ Mount Clifford and Brilliant Well 2,005,543 1,512,756 3,518,299 Tanami West 1,286,071 334,004 1,620,075 Gordon Sirdar 103,071 410,004 513,075 Total Costs 3,394,685 2,256,764 5,651,449

4.5 Directors

Colin James McCavana – Non-Executive Chair

Colin is currently Chair and a founding Director of Northern Minerals Limited and Chair of Reward Minerals Limited.

He has over 40 years’ experience in the mining and resources sector and has extensive experience in corporate management, capital raising, financing, exploration, project development, construction and operation. He has been directly involved in the listing of 5 public companies and has been responsible for the development and operation of 5 gold projects.

He was responsible for the acquisition, development and operation of two open cut/underground gold projects in the United States, developing these projects to production of over 50,000 ounces of gold per year in less than three and a half years.

He was responsible for the successful development and operation of three carbon in pulp and heap leach gold projects in Western Australia.

He has extensive involvement in gold exploration and was responsible for the acquisition and management of mineral rights over approximately 1,000 square kilometres of gold prospects in the highly prospective Lake Victoria Goldfields of north west Tanzania.

Aaron Maurer – Managing Director and CEO

Aaron has over 20 years operational experience as a senior-level business executive with domestic and international multi-commodity mining experience.

Aaron was previously the Operations Manager - Mining at Mineral Resources Limited, where he worked for just under two years.

Aaron holds a Bachelor of Engineering (Mining) from the University of New South Wales and a Masters of Corporate Finance through Kaplan Professional. In addition to these tertiary qualifications, Aaron has also completed several mining and operational statutory competencies. Aaron is skilled at achieving safety, production and financial targets by developing committed and capable teams

30 of professionals through the consistent application of strategic and operational values-based leadership.

Aaron has not previously served as a director of any other ASX-listed company.

Mark Joseph Scolaro - Non-Executive Director

Mark has over 30 years’ experience as an Accountant in Public Practice. He is the Principle of KFM Accounting based in Subiaco, providing taxation and accounting services. Mark started his career in business services with Ernst & Young. His experience includes dispute resolution on behalf of clients at the administrative appeals tribunal, as well as public company reporting, and secretarial duties. Mark has delivered seminars on behalf of the Australian Institute of Management (AIM) and the MTAA.

In the past three (3) years, Mark has not served as a director of any other ASX- listed company. Upon listing, Mark will be considered an independent director.

Michael Griffiths - Non-Executive Director

Michael is a qualified geologist, a Fellow of AusIMM and a graduate of the Australian Institute of Company Directors with more than 35 years of experience in the minerals and energy sector including 20 years in Africa as a geologist and for the past 16 years as a senior executive of ASX listed companies operating in Africa.

Mr Griffiths has extensive experience in Australia, Canada and numerous African countries including Tanzania, Eritrea, Mozambique and the DRC. Highlights include the discovery of two significant gold deposits between 1998 and 2009 - one in Tanzania (Tusker-4mozs) and a second in Eritrea (Koka-1mozs). Between 1989 -1993 Michael’s team at Otter Exploration NL discovered over 800,000 ounces of gold in the Tanami desert (Northern Territory).

Michael was also Interim CEO of Tiger Resources Limited (Cathode Copper production -DRC) from 2015-2017 and remains on the board of Tiger as a Non- Executive Director.

Mr Griffiths is currently the President and CEO of Canadian listed Currie Rose Resources Inc (TSX-V) and has over 18 years listed company experience.

4.6 Disclosure of Interests

4.6.1 Interests in Securities

Directors are not required under the Company’s constitution to hold any Shares to be eligible to act as a Director.

At the time of listing, the Directors will have the following relevant interests in the securities of the Company:

31 Director Shares Performance Rights1

Colin McCavana 5,000,0002 700,000

Aaron Maurer 2,000,000 2,000,000 Mark Scolaro 1,250,000 700,000

Michael Griffiths 850,000 700,000

Notes: 1. These Performance Rights have been issued with the following vesting milestones and otherwise on the terms and conditions set out in Section 11.3:

Holder No. of Relevant vesting milestone Performance Rights to vest

Colin McCavana 200,000 Project having a minimum of 3 significant drilling intersections of at least 5m at 10g/t or equivalent up to 25m @ 2g/t in 3 holes at a minimum step out of 25m x 25m

500,000 The Company achieving a JORC compliant Resource of at least 500,000 ounces with a minimum grade of 2g/t

Aaron Maurer 500,000 12 months’ continuous employment following the listing of the Company and a market capitalisation of 25% higher than at the date of listing

500,000 Project having a minimum of 3 significant drilling intersections of at least 5m at 10g/t or equivalent up to 25m @ 2g/t in 3 holes at a minimum step out of 25m x 25m

1,000,000 The Company achieving a JORC compliant Resource of at least 500,000 ounces with a minimum grade of 2g/t

Michael Griffiths 200,000 Project having a minimum of 3 significant drilling intersections of at least 5m at 10g/t or equivalent up to 25m @ 2g/t in 3 holes at a minimum step out of 25m x 25m

500,000 The Company achieving a JORC compliant Resource of at least 500,000 ounces with a minimum grade of 2g/t

Mark Scolaro 200,000 Project having a minimum of 3 significant drilling intersections of at least 5m at 10g/t or equivalent up to 25m @ 2g/t in 3 holes at a minimum step out of 25m x 25m

500,000 The Company achieving a JORC compliant Resource of at least 500,000 ounces with a minimum grade of 2g/t

2. These Shares are held by Bell Bay Investments Pty Ltd and CJ & DD McCavana as trustees for the Colin McCavana Superannuation Fund.

4.6.2 Remuneration

The remuneration of the Directors for the current financial year after the Company is admitted to the Official List is as set out below:

32 Director Proposed remuneration for current financial year

Colin McCavana $60,000 Aaron Maurer $250,000 Mark Scolaro $48,000 Michael Griffiths $48,000

Notes: Fees payable to the Directors comprise fees for salary (in relation to executive directors) and for Directors fees including fees for additional roles that may be required of directors, such as sitting on board committees and are inclusive of any Australian statutory superannuation payments which may be payable.

The Company’s constitution provides that the remuneration of Non-Executive Directors will be not more than the aggregate fixed sum determined by a general meeting. The maximum aggregate remuneration payable to the Directors (excluding salaries to Executive Directors) will be $300,000 per annum, post admission to the Official List, although this may be varied by ordinary resolution of the Shareholders in general meeting.

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

4.7 Agreements with Directors and Related Parties

The Company’s policy in respect of related party arrangements is:

(a) a Director with a material personal interest in a matter is required to give notice to the other Directors before such a matter is considered by the Board; and

(b) for the Board to consider such a matter, the Director who has a material personal interest is not to be present while the matter is being considered at the meeting and does not vote on the matter.

The Company will report all payments made to related parties in its annual report for each year.

4.7.1 Executive Services Agreement – Aaron Maurer

The Company and Aaron Maurer entered into an executive services agreement (ESA) pursuant to which Mr Maurer is appointed as “Chief Executive Officer” of the Company.

The ESA is for an indefinite term and is subject to termination on the terms outlined in the ESA. The Company will be entitled to terminate the ESA immediately for cause, however may otherwise terminate the ESA on two months’ notice to Mr Maurer. Conversely, Mr Maurer may terminate the ESA at any time by giving three months’ notice. Mr Maurer will initially be paid a salary of $250,000 per annum (inclusive of superannuation) and is entitled to reviews of his salary as well as performance and incentive related bonuses in accordance with the Company’s policies around employee incentives.

33 In addition to his salary, Mr Maurer has received 2,000,000 Performance Rights, the vesting hurdles of which are set out in Section 4.6.1 above and otherwise the Performance Rights terms are as set out in Section 11.3 below.

The ESA otherwise contains provisions relating to the conduct of Mr Maurer and other provisions that are considered consistent with an agreement with a senior executive of a publicly listed company.

4.7.2 Non-Executive Directors Appointment Letters

Colin McCavana, Mark Scolaro and Michael Griffiths have entered into appointment letters with the Company to act in the capacity of Non-Executive Chair, in the case of Mr McCavana, and Non-Executive Directors, in the case of Mr Scolaro and Mr Griffiths. These Directors will receive the remuneration set out in Section 4.6.2 above upon the Company being admitted to the Official List.

4.7.3 Deeds of indemnity, insurance and access

The Company has entered into a deed of indemnity, insurance and access with each of its Directors. Under these deeds, the Company will agree to indemnify each officer to the extent permitted by the Corporations Act against any liability arising as a result of the officer acting as an officer of the Company. The Company will also be required to maintain insurance policies for the benefit of the relevant officer and allow the officers to inspect board papers in certain circumstances.

4.8 Previous agreements with related parties

In relation to the agreements outlined above, the Company has previously entered into and completed an agreement with entities associated with current Director, Colin McCavana and former Director, George Bauk to acquire two exploration licences that form a part of the Gordon Sirdar Project. Under the terms of this agreement, the Company issued a total of 2,000,000 Shares to the vendors. A summary of this agreement is included in Part III of the Solicitor’s Report on Tenements in Section 8 of this Prospectus.

4.9 Capital Structure

The capital structure of the Company following completion of the Offer (assuming full subscription) is summarised below:

Shares1

Number Number (Minimum (Maximum Subscription) Subscription) Shares currently on issue as at the date of this 60,260,000 60,260,000 Prospectus Shares issued pursuant to the Offer 25,000,000 35,000,000

Acquisition Shares to be issued prior to listing2 8,800,000 8,800,000

Shares to be issued to Lead Manager3 250,000 250,000 Total Shares on issue after completion of the 94,310,000 104,310,000 Offer

34 Notes 1. The rights attaching to the Shares are summarised in Section 11.2. 2. The Company has entered into agreements to acquire various tenements that require the Company to issue Shares as consideration for those acquisitions. The terms of the agreements for these Acquisition are set out in Part III of the Solicitor’s Report on Tenements set out in Section 8 of this Prospectus. The Company will issue these Shares prior to the commencement of trading on ASX. 3. Refer to Section 10.4 for details of the terms of the Lead Manager’s mandate.

Performance Rights1

Number Number (Minimum (Maximum Subscription) Subscription) Performance Rights on issue as at the date of 4,800,000 4,800,000 this Prospectus:1 Performance Rights to be issued under the Nil Nil Offer Total Performance Rights on issue after 4,800,000 4,800,000 completion of the Offer

Notes 1. The terms and conditions of the Performance Rights are set out in Section 11.3.

4.10 Substantial Shareholders

Those Shareholders (and their associates) holding 5% or more of the Shares on issue both as at the date of this Prospectus and on completion of the Offer (assuming full subscription) are set out in the respective tables below.

As at the date of the Prospectus

Shareholder Shares % (undiluted) The Australian Special Opportunity 6,800,000 11.28% Fund, LP Austyinvest Holdings Pty Ltd 5,400,000 8.96%

CJ & DD McCavana1 5,000,000 8.3%

Totode Pty Ltd2 5,000,000 8.3%

Oriental Darius Co Ltd 3,400,000 5.64%

Notes: 1. These Shares are held by CJ & DD McCavana as trustees for the Colin McCavana Superannuation Fund and Bell Bay Investments Pty Ltd, which are both associates of one another and of Director, Colin McCavana. 2. A company associated with former Director, Mr George Bauk.

35 On completion of the Offer (assuming no existing substantial Shareholder subscribes and receives additional Shares pursuant to the Offer and full over-subscription):

Shareholder Shares % (undiluted) The Australian Special Opportunity Fund, 6,800,000 7.21% LP Austyinvest Holdings Pty Ltd 5,400,000 5.73%

CJ & DD McCavana1 5,000,000 5.3%

Totode Pty Ltd2 5,000,000 5.3%

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

4.11 Restricted Securities

Subject to the Company being admitted to the Official List, certain Shares and Options on issue prior to the Offer will be classified by ASX as restricted securities and will be required to be held in escrow for up to 24 months from the date of Official Quotation. During the period in which these securities are prohibited from being transferred, trading in Shares may be less liquid which may impact on the ability of a Shareholder to dispose of his or her Shares in a timely manner.

The Company will announce to the ASX full details (quantity and duration) of the Shares and Options required to be held in escrow prior to the Shares commencing trading on ASX.

The Company confirms its ‘free float’ (the percentage of the Shares that are not restricted and are held by shareholders who are not related parties (or their associates) of the Company) at the time of admission to the Official List of ASX will be not less than 20% in compliance with ASX Listing Rule 1.1 Condition 7.

4.12 Dividend Policy

The Board anticipates that significant expenditure will be incurred in the development of the business. These activities are expected to dominate at least, the first two-year periods following the date of this Prospectus. Accordingly, the Company does not expect to declare any dividends during that period.

Any future determination as to the payment of dividends by the Company will be at the discretion of the Directors and will depend on the availability of distributable earnings and operating results and financial condition of the Company, future capital requirements and general business and other factors considered relevant by the Directors. No assurance in relation to the payment of dividends or franking credits attaching to dividends can be given by the Company.

4.13 Additional Information

Prospective investors are referred to and encouraged to read in its entirety the Independent Geologist’s Report set out in Section 6.

36 5. RISK FACTORS

5.1 Introduction

The Securities offered under this Prospectus are considered highly speculative. An investment in the Company is not risk free and the Directors strongly recommend potential investors to consider the risk factors described below, together with information contained elsewhere in this Prospectus, before deciding whether to apply for Securities and to consult their professional advisers before deciding whether to apply for Securities pursuant to this Prospectus.

There are specific risks which relate directly to the business. In addition, there are other general risks, many of which are largely beyond the control of the Company and the Directors. The risks identified in this section, or other risk factors, may have a material impact on the financial performance of the Company and the market price of the Securities.

The following is not intended to be an exhaustive list of the risk factors to which the Company is exposed.

5.2 Company specific

(a) Exploration and development

Mineral exploration and development is a speculative and high-risk undertaking that may be impeded by circumstances and factors beyond the control of the Company. Success in this process involves, among other things:

(i) discovery and proving-up, or acquiring, an economically recoverable resource or reserve;

(ii) access to adequate capital throughout the exploration, discovery and project development phases;

(iii) securing and maintaining title to mineral exploration projects;

(iv) obtaining required development consents and approvals necessary for the acquisition, mineral exploration, development and production phases; and

(v) accessing the necessary experienced operational staff, the applicable financial management and recruiting skilled contractors, consultants and employees.

As the Company is an early-stage exploration company, there can be no assurance that exploration on the Projects, or any other exploration properties that may be acquired in the future, will result in the discovery of an economic mineral resource. Even if an apparently viable mineral resource is identified, there is no guarantee that it can be economically exploited.

The future exploration activities of the Company may be affected by a range of factors including geological conditions, limitations on activities due to seasonal weather patterns, unanticipated operational and technical difficulties, industrial and environmental accidents, changing government regulations and many other factors beyond the control of the Company.

37 (b) Objections to the grant of Tenements One of the Company’s current exploration licence applications (E27/614) is the subject to an objection. In addition to this one known objection, there is a risk that objections may be lodged in the future. Any such objections will need to be resolved before the applications may be granted. If the Company proceeds to defend the objections, it is likely to incur costs (including, in particular, legal costs) in doing so. These costs may be mitigated if the Company is able to agree to a resolution with the objectors. If the Company is not able to resolve the dispute the subject of the objections there is a risk that the objections will be upheld and that the Tenements may not be granted.

(c) Transfer of Tenements Mining Lease M37/135 (Jungle Well Tenement) is subject to a mortgage held by the holder of the royalty relating to that Jungle Well Tenement. The Company has recently completed the acquisition of the Jungle Well Tenement and has assumed the obligation to pay the royalty. In order to register the transfer of the Jungle Well Tenement with the Western Australian Government Department, the Company will need to seek the consent of the royalty holder, CopperCo Limited (subject to external administration). If the Company is delayed or unable to secure the consent of the royalty holder to the registration of the transfer, the Company may be prevented or delayed from registering the transfer. The Company will undertake all actions needed to try and ensure that its interest in the Jungle Well Tenement can be properly registered with the Western Australian Government Department.

(d) Completion of acquisitions The Company has entered into four agreements to acquire Tenements that have yet to be completed. While completion has not occurred, there remains a risk that completion and the registration of those Tenements in the name of the Company may not occur. The Company has no reason to believe that any of the vendors would fail to comply with the requirements of those agreements, and it is expected that all of these agreements will be completed and the Company acquire title to those Tenements prior to the Company listing on the ASX.

(e) Tenements subject to forfeiture Two of the existing Tenements, P37/8517 and E37/909 are shown to be currently subject to forfeiture for failure to meet the minimum expenditure on those Tenements. In relation to P37/8517, as noted in the Solicitor’s Report on Tenements, a fine ($60) has been levied against the current holder of the tenement which is payable prior to mid-December. In relation to E37/909, the notification has recently been recorded and the existing holder will be entitled to work through the process for dealing with the forfeiture notice.

38 (f) Agents and Contractors

The Company intends to outsource substantial parts of its exploration activities pursuant to services contracts with third-party contractors. The Company is yet to enter into these formal arrangements. The Directors are unable to predict the risk of financial failure or default of the insolvency of any of the contractors that will be used by the Company in any of its activities or other managerial failure by any of the other service providers used by the Company for any activity. Contractors may also underperform their obligations of their contract, and in the event that their contract is terminated, the Company may not be able to find a suitable replacement on satisfactory terms.

(g) Litigation

The Company may in the ordinary course of business become involved in litigation and disputes, for example with agents, contractors or third parties in respect of land access to its Tenements. Any such litigation or dispute could involve significant economic costs and damage to relationships with agents, contractors and other stakeholders. Such outcomes may have an adverse impact on the Company’s business, reputation and financial performance.

(h) Operational Risks

The operations of the Company may be affected by various factors, including:

(i) failure to locate or identify mineral deposits;

(ii) failure to achieve predicted grades in exploration and mining;

(iii) operational and technical difficulties encountered in mining;

(iv) insufficient or unreliable infrastructure, such as power, water and transport;

(v) difficulties in commissioning and operating plant and equipment;

(vi) mechanical failure or plant breakdown;

(vii) unanticipated metallurgical problems which may affect extraction costs; and

(viii) adverse weather conditions.

In the event that any of these potential risks eventuate, the Company’s operational and financial performance may be adversely affected.

(i) Conditions to Tenements

Interests in tenements in Western Australia are governed by legislation and are evidenced by the granting of leases and licences by the State. The Company is subject to the Mining Act 1978 (WA) (Mining Act) and the Company has an obligation to meet conditions that apply to the Tenements, including the payment of rent and prescribed annual expenditure commitments.

39 The Tenements held by the Company are subject to annual review and periodic renewal. While it is the Company’s intention to satisfy the conditions that apply to the Tenements, there can be no guarantees made that, in the future, the Tenements that are subject to renewal will be renewed or that minimum expenditure and other conditions that apply to the Tenements will be satisfied. Renewal conditions may include increased expenditure and work commitments or compulsory relinquishment of areas of the tenements comprising the Projects. There is also a risk that the Tenement Applications will not be granted to the Company. These events could have a materially adverse effect on the Company’s prospects and the value of its assets.

If a tenement holder fails to comply with the terms and conditions of a tenement, the Warden or Minister (as applicable) may impose a fine or order that the tenement be forfeited. In most cases an order for forfeiture can only be made where the breach is of sufficient gravity to justify forfeiture of the tenement. In certain cases, a third party can institute administrative proceedings under the Mining Act before the Warden seeks forfeiture of the tenement.

(j) Crown Land

The land subject to the Tenements overlaps with Crown land, including pastoral leases. Upon commencing mining operations on any of the Tenements, the Company may need to consider entering into a compensation and access agreement with the lease holders to ensure the requirements of the Mining Act are satisfied and to avoid any disputes arising. In the absence of agreement, the Warden’s Court determines compensation payable. The entry into these agreements may delay the undertaking of activities, including the development of any future mines, and may mean that the Company cannot explore all areas that it may prefer to explore for mineral development.

(k) Grant of Future Authorisations to Explore and Mine

If the Company discovers an economically viable mineral deposit that it then intends to develop, it will, among other things, require various approvals, licences and permits before it will be able to mine the deposit. There is no guarantee that the Company will be able to obtain all required approvals, licences and permits. To the extent that required authorisations are not obtained or are delayed, the Company’s operational and financial performance may be materially adversely affected.

(l) Results of Studies

Subject to the results of exploration and testing programs to be undertaken, the Company may progressively undertake a number of studies in respect to the Projects. These studies may include scoping, pre- feasibility, definitive feasibility and bankable feasibility studies.

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

40 Even if a study confirms the economic viability of the Projects, there can be no guarantee that the project will be successfully brought into production as assumed or within the estimated parameters in the feasibility study (e.g. operational costs and commodity prices) once production commences. Further, the ability of the Company to complete a study may be dependent on the Company’s ability to raise further funds.

(m) Expenditure Risk

Expenditure may need to be incurred that has not been considered in this Prospectus. Although the Company is not currently aware of any such additional expenditure requirements, if such expenditure is subsequently incurred, this may adversely affect the expenditure proposals of the Company and its proposed business plans.

(n) Future Funding

The funds raised under the Offer are considered sufficient to meet the immediate objectives of the Company. Further funding may be required by the Company in the event costs exceed estimates or revenues do not meet estimates, to support its ongoing operations and implement its strategies. For example, funding may be needed to undertake further exploration activities, or acquire complementary assets.

Accordingly, the Company may need to engage in equity or debt financings to secure additional funds. Any additional equity financing may be dilutive to Shareholders, may be undertaken at lower prices than the Offer price or may involve restrictive covenants that limit the Company’s operations and business strategy.

There can be no assurance that such funding will be available on satisfactory terms or at all at the relevant time. Any inability to obtain sufficient financing for the Company’s activities and future projects may result in the delay or cancellation of certain activities or projects, which would likely adversely affect the potential growth of the Company.

(o) Liquidity Risk

There is no guarantee that there will be an ongoing liquid market for Securities. Accordingly, there is a risk that, should the market for Securities become illiquid, Shareholders will be unable to realise their investment in the Company.

(p) Expiry of Escrow

In the likely event that ASX imposes mandatory escrow on the Company’s securities, a high proportion of Shares will be subject to escrow following completion of the Offer. This would reduce liquidity in the market for the Company’s Shares and may affect the ability of a Shareholder to sell some or all of its Shares due to the effect less liquidity may have on demand. An illiquid market for the Company’s Shares is likely to have an adverse impact on the Share price.

Following the end of any escrow periods, a significant number of Shares will become tradable on ASX. This may result in an increase in the number of Shares being offered for sale on market which may in turn put downward pressure on the Company’s Share price.

41 (q) No Profit to Date

As the Company intends to invest in the exploration and development of the Projects, the costs will be expensed in accordance with standard accounting policies. The Directors therefore anticipate that the Company will make losses in the foreseeable future.

Although the Directors have between them significant operational experience, the Company’s ability to meet its objectives will be largely reliant upon the Company’s ability to implement its current operational plans and take appropriate action to amend those plans in respect of any unforeseen circumstances that may arise. Investors should consider the Company’s prospects in light of its limited financial history.

(r) Rehabilitation of Tenements

In relation to the Company’s proposed operations, issues could arise from time to time with respect to abandonment costs, consequential clean- up costs, environmental concerns and other liabilities. In these instances, the Company could become subject to liability if, for example, there is environmental pollution or damage from the Company’s exploration activities and there are consequential clean-up costs at a later point in time. In addition, certain tenements being acquired by the Company have pre-existing environmental and rehabilitation costs associated with previous workings on those tenements that the Company will become responsible for.

(s) Native title and Aboriginal heritage

In relation to tenements which the Company has an interest in or will in the future acquire such an interest, there may be areas over which legitimate common law native title rights of Aboriginal Australians exist. If native title rights do exist, the ability of the Company to gain access to tenements (through obtaining consent of any relevant landowner), or to progress from the exploration phase to the development and mining phases of operations may be adversely affected.

Please refer to the Solicitor’s Report on Tenements in Section 8 of this Prospectus for further details.

The Directors will closely monitor the potential effect of native title claims involving tenements in which the Company has or may have an interest.

(t) Reliance on Key Management

The responsibility of overseeing the day-to-day operations and the strategic management of the Company depends substantially on its senior management and its key personnel. There can be no assurance given that there will be no detrimental impact on the Company if one or more of these employees cease their employment.

5.3 Industry specific

(a) Contamination Risks

The mineral exploration sector operates under Australian State and Federal environmental laws. The Company’s operations may use hazardous materials and produce hazardous waste which may have an

42 adverse impact on the environment or cause exposure to hazardous materials. Despite efforts to conduct its activities in an environmentally responsible manner and in accordance with all applicable laws, the Company may be subject to claims for toxic torts, natural resources damages and other damages. In addition, the Company may be subject to the investigation and clean-up of contaminated soil, surface water and groundwater. This may delay the timetable of the Projects and may subject the Company to substantial penalties including fines, damages, clean-up costs or other penalties. The Company is also subject to environmental protection legislation, which may affect the Company’s access to certain areas of its properties and could result in unforeseen expenses and areas of moratorium.

(b) Metallurgy Risk

When compared with many industrial and commercial operations, mining exploration projects are high risk. Each ore body is unique and the nature of the mineralisation, the occurrence and grade of the ore, as well as its behaviour during mining can never be wholly predicted. Estimations of a mineral deposit are not precise calculations although are based on interpretation and on samples from drilling which represent a very small sample of the entire ore body. Reconciliation of past production and reserves, where available, can confirm the reasonableness of past estimates, but cannot categorically confirm accuracy of future projections.

The applications of metallurgical test work results and conclusions to the process design, recoveries and throughput depend on the accuracy of the test work and assumption that the sample tests are representative of the ore body as a whole. There is a risk associated with the scale-up of laboratory and pilot plant results to a commercial scale and with the subsequent design and construction of any plant.

There are no current resource or reserves identified by the Company on the Tenements. Whilst the Company intends to undertake exploration activities with the aim of defining a resource, no assurances can be given that the exploration will result in the determination of a resource. Even if a resource is identified, no assurance can be provided that this can be economically extracted.

Resource and reserve estimates are expressions of judgement based on knowledge, experience and industry practice. Estimates which were valid when initially calculated may alter significantly when new information or techniques become available. In addition, by their very nature, resource and reserve estimates are imprecise and depend to some extent on interpretation which may prove to be inaccurate.

(d) Land Access

There is a substantial level of regulation and restriction on the ability of exploration and mining companies to have access to land in Australia. Negotiations with both Native Title and land owners/occupiers are generally required before the Company can access land for exploration or mining activities. Inability to access, or delays experienced in accessing, the land may impact on the Company’s activities.

43 (e) Environmental Risks

The operations and proposed activities of the Company are subject to State and Federal laws and regulations concerning the environment. As with most exploration projects and mining operations, the Company’s activities are expected to have an impact on the environment, particularly if advanced exploration or field development proceeds. It is the Company’s intention to conduct its activities to the highest standard of environmental obligation, including compliance with all environmental laws.

(f) Environmental Impact Constraints

The Company's exploration programs will, in general, be subject to approval by governmental authorities. Development of any of the Company's properties will be dependent on the relevant project meeting environmental guidelines and, where required, being approved by governmental authorities.

(g) Climate Change Regulation

Mining of mineral resources is relatively energy intensive and is dependent on the consumption of fossil fuels. Increased regulation and government policy designed to mitigate climate change may adversely affect the Company’s cost of operations and adversely impact the financial performance of the Company.

(h) Insurance Risks

Insurance coverage of all risks associated with minerals exploration, development and production is not always available and, where available, the cost can be high. The Company will have insurance in place considered appropriate for the Company’s needs. The Company will not be insured against all possible losses, either because of the unavailability of cover or because the Directors believe the premiums are excessive relative to the benefits that would accrue. The Directors believe the insurance they have in place is appropriate. The Directors will continue to review the insurance cover in place to ensure that it is adequate.

(i) Safety

Safety is a fundamental risk for any exploration and production company in relation to personal injury, damage to property and equipment and other losses. The occurrence of any of these risks could result in legal proceedings against the Company and/or key personnel and substantial losses to the Company due to injury or loss of life, damage or destruction of property, regulatory investigation, and penalties or suspension of operations. Damage occurring to third parties because of such risks may give rise to claims against the Company.

5.4 General risks

(a) Economic

General economic conditions, introduction of tax reform, new legislation, movements in interest and inflation rates and currency exchange rates may have an adverse effect on the Company’s exploration,

44 development and production activities, as well as on its ability to fund those activities.

(b) Commercial Risk

The mining Industry is competitive and there is no assurance that, even if commercial quantities are discovered, a profitable market will exist for sales of such commodities. There can be no assurance that the quality of the commodity will be such that the properties in which the Company holds and interest can be mined at a profit.

Any substantial decline in the price of gold could have a material adverse effect on the Company.

Furthermore, international prices of gold are denominated in United States dollars, whereas the income and expenditure of the Company are and will be taken into account in Australian currency, exposing the Company to the fluctuations and volatility of the rate of exchange between the United States dollar and the Australian dollar as determined in international markets.

(d) Competition risk

The industry in which the Company will be involved is subject to domestic and global competition. Although the Company will undertake reasonable due diligence in its business decisions and operations, the Company will have no influence or control over the activities or actions of its competitors, whose activities or actions may, positively or negatively, affect the operating and financial performance of the Company’s projects and business.

(e) Currently no market

There is currently no public market for the Company’s Securities, the price of its Securities is subject to uncertainty and there can be no assurance that an active market for the Company’s Securities will develop or continue after the Offer.

The price at which the Company’s Securities trade on ASX after listing may be higher or lower than the Offer Price and could be subject to fluctuations in response to variations in operating performance and general operations and business risk, as well as external operating factors over which the Directors and the Company have no control, such as movements in mineral prices and exchange rates, changes to government policy, legislation or regulation and other events or factors.

There can be no guarantee that an active market in the Company’s Securities will develop or that the price of the Securities will increase.

There may be relatively few or many potential buyers or sellers of the Securities on ASX at any given time. This may increase the volatility of the market price of the Securities. It may also affect the prevailing market price at which Shareholders are able to sell their Securities. This may result in Shareholders receiving a market price for their Securities that is above or below the price that Shareholders paid.

45 (f) Market conditions

Share market conditions may affect the value of the Company’s quoted securities regardless of the Company’s operating performance. Share market conditions are affected by many factors such as:

• General economic outlook;

• Introduction of tax reform or other new legislation;

• Interest rates and inflation rates;

• Changes in investor sentiment toward particular market sectors;

• The demand for, and supply of, capital; and

• Terrorism or other hostilities.

The market price of securities can fall as well as rise and may be subject to varied and unpredictable influences on the market for equities in general and resource exploration stocks in particular. Neither the Company nor the Directors warrant the future performance of the Company or any return on an investment in the Company.

Applicants should be aware that there are risks associated with any securities investment. Securities listed on the stock market, and Securities of exploration companies experience extreme price and volume fluctuations that have often been unrelated to the operating performance of such companies. These factors may materially affect the market price of the Shares regardless of the Company’s performance.

(g) Taxation

The acquisition and disposal of Securities will have tax consequences, which will differ depending on the individual financial affairs of each investor. All potential investors in the Company are urged to obtain independent financial advice about the consequences of acquiring Securities from a taxation viewpoint and generally.

(h) Force majeure

The Company’s projects now or in the future may be adversely affected by risks outside the control of the Company including labour unrest, civil disorder, war, subversive activities or sabotage, fires, floods, explosions or other catastrophes, epidemics or quarantine restrictions.

(i) Government policy changes

Adverse changes in government policies or legislation may affect ownership of mineral interests, taxation, royalties, land access, labour relations, and mining and exploration activities of the Company. It is possible that the current system of exploration and mine permitting in Western Australia may change, resulting in impairment of rights and

46 possibly expropriation of the Company’s properties without adequate compensation.

(j) Regulatory risks

The Company’s exploration and development activities are subject to extensive laws and regulations relating to numerous matters including resource licence consent, conditions including environmental compliance and rehabilitation, taxation, employee relations, health and worker safety, waste disposal, protection of the environment, native title and heritage matters, protection of endangered and protected species and other matters. The Company requires permits from regulatory authorities to authorise the Company’s operations. These permits relate to exploration, development, production and rehabilitation activities.

Obtaining necessary permits can be a time-consuming process and there is a risk that the Company will not obtain these permits on acceptable terms, in a timely manner or at all. The costs and delays associated with obtaining necessary permits and complying with these permits and applicable laws and regulations could materially delay or restrict the Company from proceeding with the development of a project or the operation or development of a mine. Any failure to comply with applicable laws and regulations or permits, even if inadvertent, could result in material fines, penalties or other liabilities. In extreme cases, failure could result in suspension of the Company’s activities or forfeiture of one or more of the Tenements.

5.5 Investment speculative

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

Therefore, the Securities to be issued pursuant to this Prospectus carry no guarantee with respect to the payment of dividends, returns of capital or the market value of those Securities.

Potential investors should consider that investment in the Company is highly speculative and should consult their professional advisers before deciding whether to apply for Securities pursuant to this Prospectus.

47 6. INDEPENDENT GEOLOGIST’S REPORT

[commences on the following page]

48 INDEPENDENT GEOLOGIST’S REPORT

On the Mineral Assets of

PVW Resources NL

Prepared by Indeport Pty Ltd on behalf of:

PVW Resources NL

29 October 2018

Independent Geologist’s Report – PVW Resources NL EXECUTIVE SUMMARY Indeport Pty Ltd (Indeport) has been commissioned by PVW Resources NL (PVW Resources) to provide an Independent Geologist’s Report on the mineral assets of PVW Resources. Indeport understands that PVW Resources is seeking to list on the Australian Securities Exchange (ASX) and that this report is to be included in a prospectus (Prospectus) to be lodged by PVW Resources with the Australian Securities and Investments Commission and may be relied upon by shareholders and potential investors. The mineral assets of PVW Resources are located in Western Australia and comprise 3 main project areas; the Mt Clifford, Tanami West and Gordon Sirdar projects. In this report the Brilliant Well area has been treated as a separate project to the Mt Clifford project due to its different geology and prospectivity, thus 4 projects are discussed. A map showing the location of the projects is presented in Figure 1, and the tenements which comprise the mineral assets are detailed in Tables 1 to 4 of this report. The projects are all at the exploration stage of development and no Mineral Resources are reported. Indeport has completed a desktop review of the projects which involved compiling and reviewing the project’s technical aspects, including previous work, regional geological setting, local geology, mineralisation, exploration potential and planned exploration. The objectives of this report are to provide a geological overview of each exploration project covering pertinent aspects in detail appropriate to the strategic importance of the project assigned by PVW Resources.

Mt Clifford Project Situated 60km north-northwest of Leonora, the Mt Clifford project covers 66km2 of Archean greenstone in a prospective setting for orogenic-style gold mineralisation and with significant past and present gold producing deposits in the district. The project is positioned on the boundary between the Kalgoorlie and Kurnalpi Terranes both of which host numerous significant gold deposits. The Jungle Well and Mt Clifford deposits are the most advanced exploration plays in the project tenements. They sit within the Keith-Kilkenny lineament within a line of gold deposits along this structural zone from Sons of Gwalia in the south to Thunderbox in the north and including Tower Hill, Harbour Lights, King of the Hills (Tarmoola), Viking and numerous gold occurrences. Exploration at the Jungle Well and Mt Clifford prospects is sufficiently advanced to design RC drilling programs in the near term pending completion of data validation and structural analysis. The associated north- northwest trending Clifford and Minnieritchi Faults are an attractive opportunity for target generation work, with 10km of their strike being covered by the project tenements. The project covers much of the Mt Clifford Ultramafic Complex which contains regionally correlated stratigraphic packages of komatiite and has been heavily targeted by nickel explorers in the past who have secured large tenement holdings for long periods and undertaken extensive and intensive nickel focused exploration programs. Competition for tenure with nickel and base metal explorers has resulted in reduced access to the ground for specialist gold explorers and a relative under exploration in terms of gold work. Application of gold focused analysis to the extensive regional datasets is anticipated to yield PVW Resources with further gold targets for follow-up. The Mt Clifford prospect, located at the southern end of the tenement package has seen small scale underground mining intermittently from the 1900’s to the present, exploiting gold mineralisation in the sheared contact between a felsic unit and an ultramafic sequence. Underground operations are currently active and were inspected by Indeport.

Independent Geologist’s Report – PVW Resources NL Significant intersections in historical RC drilling at the Mt Clifford prospect include 11m @ 8.52g/t Au, 7m @ 3.81g/t Au, 5m @ 26.62g/t Au, 3m @ 13.27g/t Au, 3m @ 11.23g/t Au, 3m @ 6.15g/t Au, 7m @ 4.28g/t Au, 12m @ 2.12g/t Au and 6m @ 1.88g/t Au. Historical resource estimates have been determined by previous explorers. The Jungle Well gold deposit was mined in 1996 producing 240,000t @ 2.6g/t Au which was treated at their nearby Bannockburn plant recovering approximately 20,000oz gold. Structure, mineralisation style and geological setting is similar to the Mt Clifford prospect 8km to the south. The Jungle Well orebody is hosted in a massive to weakly foliated metabasalt along a north-northwest striking east dipping thrust fault zone shallowly dipping to the east. There are two main mineralised structures: the principal fault which dips at about 60°, and a shallower splay fault which dips at 30° that is truncated by the steeper fault. The main orebody mined was from the 30° thrust, with some ore from the 60° fault and several other minor splay structures with poddy mineralisation. The intersection of the two structures occurs in the southern end of the pit, plunging north at 10° to 20°. The Jungle Well prospect offers several exploration opportunities. The mineralisation on the flat thrust north of the pit has not been drill tested. Strong potential exists for mineralisation below the pit with numerous significant intercepts in the deeper drill holes and little deeper drilling. There is significant potential for repetitions of gold mineralisation to the north and to the south of Jungle Well along a north-northwesterly strike parallel the regional structural lineament. Anomalous gold levels has been detected along the mineralised shear for 1.2km north.

Tanami West Project The Tanami West project is located approximately 1500km northeast of Perth in the Tanami desert, covering approximately 869km2 of Proterozoic rocks of the Granites-Tanami Orogen. Regionally the Orogen has a gold endowment in excess of 10Moz. Modern exploration started in the 1980s around historical mines in the Granite and Tanami Goldfields. Most of the early discoveries were from the eastern part including the Callie Deposit (approximately 7Moz gold). However, significant new deposits had been discovered in the Bald Hill and Coyote areas in the WA part of the Orogen by the late 1990s. Coyote is the largest gold deposit in the region, located immediately south of PVW Resources’ E80/4869, and hosted in the Killi Killi Formation. The Killi Killi Formation underlies much of the project area and comprises thick turbiditic successions of sandstone, siltstone, shale, chert, banded-iron formation and volcanic rocks. These are intruded by a suite of granitoid rocks which underlie the southern tenements. Known mineralisation within the Tanami West project tenements is confined to the Killi Killi East and West prospects. However significant gold mineralisation occurs in the immediately surrounding areas. To the north the Bald Hill gold deposits are hosted in the Stubbins Formation, while to the south, the Coyote gold deposit is hosted in the Killi Killi Formation. Gold is also encountered at the Killi Killi West prospect in association with a shear zone. Reverse circulation (RC) drilling by Orion Metals in 2011 tested the eastern extent of a broad anomalous gold zone as well as testing for rare earth element (REE) mineralisation. The REE assays were disappointing however, limited gold mineralisation was intersected in 3 holes, with a best intercept of 8m @ 4.2g/t Au from 68m in KKO-116. Further work is warranted. The project holds significant potential for the discovery of orogenic gold mineralisation with numerous occurrences and deposits of this style occurring in the surrounding district several of which have been mined in the last 10 years. These deposits are hosted in similar stratigraphy to that of the Tanami West tenements, with a number of prospective structures having been interpreted and mapped. Cover across the project area is extensive with only

Independent Geologist’s Report – PVW Resources NL limited exposures of older lithological units which are deeply weathered resulting in a deep regolith profile. This cover has hampered previous explorers. Exploration will require drilling through cover to test for geochemical and geological indicators of gold mineralisation. Indeport consider the tenements are under explored and that opportunities exist to identify new gold targets by undertaking regional and prospect scale exploration programs.

Gordon Sirdar Project The Gordon Sirdar project covers 90km2 centred 15km north of Kalgoorlie in the Boorara Domain of the Kalgoorlie Terrane within the Yilgarn Craton. The eastern tenements cover ultramafic, mafic and felsic volcanic rocks that are thrusted against the Scotia Granitoid. The western licences cover the southern portion of the Scotia Granitoid with thick recent cover sediments in the south. The surrounding district contains significant past and present gold mines including Kanowna Belle, Paddington, Woodcutters/Golden Cities, Mulgarrie and Broadarrow. Numerous smaller historical gold mines and prospects form the Kanowna, Gordon, Mulgarrie, Paddington and Broadarrow historical mining centres. These are all considered to be orogenic gold deposits typical of the richly endowed greenstone belts of the Eastern Goldfields. Thick cover and granitoid rock types has deterred gold exploration over the Gordon Sirdar tenement area in the past. However a large granite hosted Archaean gold system exists 35km north – at Woodcutters. These are interpreted to be of the orogenic lode deposit style, even though not hosted in greenstone, as is the norm for orogenic gold deposits. Historic production for the Woodcutters field is reported as 1.4Moz of gold. The major north- northwest striking Scotia-Kanowna anticlinal hinge trends through the Woodcutters field south through the Gordon Sirdar project. Indeport considers the Gordon Sirdar tenements to hold prospectivity for orogenic style gold deposits in both granite and greenstone lithologies.

Brilliant Well Project The Brilliant Well project is centred approximately 20km east of the Mt Clifford prospect, 40km north of Leonora covering 59.6km2 of the Agnew-Wiluna greenstone belt. It straddles the contact between the extensive Bundarra granite pluton and greenstone stratigraphy to the west. The north-northeast trending Deep Well Shear Zone cuts through the project area, as a prominent zone along the granite-greenstone contact. The tenement area itself has received a modest level of attention from previous explorers due to the dominant mapped lithology being granite with limited greenstone present. The property contains both major and minor structures with associated gold and, to a lesser extent, base metal anomalies. The Deep Well Shear Zone representing a prospective target for gold mineralisation. PVW Resources have combined the Brilliant Well project into the Mt Clifford project for discussion and budgeting purposes.

Planned Expenditure PVW Resources has provided to Indeport their proposed exploration expenditure for the two year period following the capital raising. For a raising of the minimum subscription of $5M a budget of A$4,101,449 is allocated to exploration expenditure as detailed in Table 5 of Section 4. For a raising of the minimum subscription of $7M a budget of A$5,651,449 is allocated to exploration expenditure as detailed in Table 6 of Section 4. PVW Resources is intending to focus their expenditure on the Mt Clifford and Jungle Well prospects with

Independent Geologist’s Report – PVW Resources NL significant expenditure on testing exploration targets and generating new targets over the 4 project areas, particularly Tanami West. In Year 1 PVW Resources plan to undertake up to 10,000m of RC and diamond drilling over the Mt Clifford project. In Year 2 PVW Resources plan to undertake drilling on the Tanami West and Gordon Sirdar projects plus further drilling on the Mt Clifford project. Indeport considers that the exploration strategy and programs proposed by PVW Resources are consistent with the mineral potential and status of the projects. The proposed expenditure is sufficient to meet the costs of the exploration programs proposed and to meet statutory tenement expenditure requirements.

______Neal Leggo BSc (Hons) Geology, MAIG, MSEG

For and on behalf of: Indeport Pty Ltd 29 October 2018

Independent Geologist’s Report – PVW Resources NL TABLE OF CONTENTS

EXECUTIVE SUMMARY ...... 2

1. INTRODUCTION ...... 9 1.1 Terms of Reference ...... 9 1.2 Tenement Status Verification ...... 9 1.3 Qualifications and Experience ...... 9 1.4 Independence ...... 10 1.5 Specialist Declarations and Consent ...... 10 1.6 Competent Person Statement ...... 10 1.7 Sources of Information ...... 11 1.8 Background Information ...... 11

2. MT CLIFFORD PROJECT ...... 13 2.1 Location ...... 13 2.2 Tenure ...... 13 2.3 Regional Geology ...... 14 2.3.1 Yilgarn Craton ...... 14 2.3.2 Regional Geology – Mt Clifford Area ...... 15 2.4 Local Geology and Mineralisation ...... 18 2.4.1 Gold Mineralisation ...... 20 2.4.2 Nickel and Base Metal Mineralisation ...... 20 2.5 Mining History ...... 21 2.6 Exploration History ...... 21 2.7 Current Exploration ...... 24 2.8 Exploration Potential and Targets ...... 24 2.8.1 Mt Clifford Prospect ...... 25 2.8.2 Jungle Well Prospect ...... 29 2.9 Exploration Strategy ...... 32

3. TANAMI WEST PROJECT ...... 33 3.1 Location ...... 33 3.2 Tenure ...... 33 3.3 Regional Geology ...... 34 3.3.1 Mineralisation of the Granites-Tanami Orogen ...... 37 3.3.2 Mining in the West Tanami District ...... 38 3.4 Local Geology and Mineralisation ...... 38 3.4.1 Mineralisation ...... 40 3.5 Exploration History ...... 40 3.5.1 Western Tanami Project ...... 40 3.5.2 Orion JV Tenements...... 41 3.6 Exploration Potential and Targets ...... 43

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3.6.1 Killi Killi West Gold Prospect ...... 44 3.6.2 Minor Prospects ...... 45 3.7 Exploration Strategy ...... 45

4. GORDON SIRDAR PROJECT ...... 46 4.1 Location ...... 46 4.2 Tenure ...... 46 4.3 Geology and Mineralisation ...... 47 4.3.1 Regional Mineral Deposits ...... 50 4.4 Exploration History ...... 50 4.5 Current Exploration ...... 52 4.6 Exploration Potential and Strategy ...... 52 4.6.1 Exploration Strategy ...... 53

5. BRILLIANT WELL PROJECT ...... 54 5.1 Location ...... 54 5.2 Tenure ...... 54 5.3 Geology and Mineralisation ...... 54 5.4 Mining History ...... 56 5.5 Exploration History ...... 56 5.6 Current Exploration ...... 57 5.7 Exploration Potential and Targets ...... 57 5.8 Exploration Strategy ...... 57

6. PLANNED EXPLORATION EXPENDITURE ...... 58

7. REFERENCES ...... 59 7.1 WAMEX Open File Reports – Mt Clifford Project Project ...... 60 7.2 WAMEX Open File Reports – Tanami West Project ...... 61 7.3 WAMEX Open File Reports – Gordon Sirdar Project ...... 62 7.4 WAMEX Open File Reports – Brilliant Well Project ...... 62

8. LIST OF ABBREVIATIONS ...... 63

9. GLOSSARY ...... 64 Appendix 1 - Drilling Results ...... 66 Appendix 2 - JORC Code Table 1 ...... 80

LIST OF TABLES Table 1 Tenement Schedule Mt Clifford Project ...... 14 Table 2 Tenement Schedule – Tanami West Project ...... 33 Table 3 Tenement Schedule - Gordon Sirdar Project ...... 47 Table 4 Tenement Schedule ...... 54 Table 5 Budget for PVW Resources Exploration Projects – Minimum Subscription ...... 58 Table 6 Budget for PVW Resources Exploration Projects – Maximum Subscription ...... 58

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LIST OF FIGURES Figure 1 Location Map of PVW Resources Projects ...... 12 Figure 2 Mt Clifford Project Tenement Location Map ...... 13 Figure 3 Geological Map of the Yilgarn Craton ...... 15 Figure 4 Regional Geology of the Mt Clifford Area showing Major Deposits ...... 17 Figure 5 Interpretive Geology Plan of the Mt Clifford Project ...... 19 Figure 6 TMI Aeromagnetics and Structural Interpretation - Mt Clifford Project ...... 19 Figure 7 Map of Historical Gold Production - Mt Clifford Prospect ...... 21 Figure 8 Previous Drilling on the Mt Clifford Project: 0 – 20m depth ...... 23 Figure 9 Previous Drilling on the Mt Clifford Project: 20 – 60m depth ...... 23 Figure 10 Previous Drilling on the Mt Clifford Project: > 60m depth ...... 24 Figure 11 Photograph of the Mt Clifford Prospect ...... 25 Figure 12 Plan of Historical Drill Hole Collars - Mt Clifford Prospect ...... 27 Figure 13 Cross Section - Mt Clifford Prospect ...... 27 Figure 14 Cross Section 86MCP12 - Mt Clifford Prospect ...... 28 Figure 15 Long Section - Mt Clifford Prospect ...... 28 Figure 16 Photograph of the Jungle Well Pit North Wall - looking north-northeast ...... 29 Figure 17 Plan of Jungle Well Pit showing RC Drill Hole Collars ...... 30 Figure 18 Cross Section A-A’ Jungle Well showing significant intersections ...... 30 Figure 19 Cross Section B-B’ Jungle Well showing significant intersections ...... 31 Figure 20 Long Section C-C’ Jungle Well showing significant intersections ...... 31 Figure 21 Location Map for the Tanami West Project showing Tenements ...... 34 Figure 22 Regional Geology Map for the Granites-Tanami Orogen ...... 35 Figure 23 Gravity Image for the western part of the Granites-Tanami Orogen ...... 36 Figure 24 Structural Interpretation for Tanami West over TMI showing Gold Occurrences ...... 37 Figure 25 Geological Map of the Tanami West Area ...... 39 Figure 26 Regional Geological Interpretation Map - West Tanami Region (HDR Salva) ...... 43 Figure 27 Geological Map of the Tanami West Area showing Previous Drilling ...... 44 Figure 28 Gordon Sirdar Project Tenement Location Map ...... 46 Figure 29 Interpretive Geology of the Gordon Sirdar Area showing Major Deposits ...... 48 Figure 30 Outcrop Geology Plan of the Gordon Sirdar Project ...... 49 Figure 31 Aeromagnetic Image of the Gordon Sirdar Region...... 53 Figure 32 Interpretive Geology Plan of the Brilliant Well Project ...... 55

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1. INTRODUCTION 1.1 Terms of Reference Indeport Pty Ltd (Indeport) has been commissioned by PVW Resources NL (PVW Resources) to provide an Independent Geologist’s Report (IGR) on PVW Resources’ mineral assets. PVW Resources is an Australian public company with its registered office in Western Australia, which is seeking to list on the Australian Securities Exchange (ASX) via an Initial Public Offering. This report is to be included in a prospectus (Prospectus) to be lodged by with the Australian Securities and Investments Commission (ASIC) and shareholders or potential investors may rely upon this report. The funds raised will be used for the purpose of exploration, development and evaluation of PVW Resources’ mineral assets. The mineral assets of PVW Resources comprise the Mt Clifford, Tanami West, Gordon Sirdar and Brilliant Well projects located in Western Australia. A desktop review of the projects has been completed which involved compiling and reviewing the project’s technical aspects, including previous work, regional geological setting, local geology, mineralisation, exploration potential and planned exploration. The objectives of this report are to provide a geological overview of each exploration project covering pertinent aspects in detail appropriate to the strategic importance of the project assigned by PVW Resources. This report has been compiled based on information available up to and including 30 September 2018, any statements and opinions are based on this date and could change over time depending on exploration results, information availability, commodity prices and market factors. This report has been commissioned from and prepared by Indeport for PVW Resources NL. Each statement or opinion is made by Indeport in good faith and in the belief that it is not false or misleading. Each statement or opinion contained within this report is based on information and data supplied by PVW Resources to Indeport, or otherwise obtained from public searches conducted by Indeport for the purposes of this report. This report has been prepared for the purpose of incorporation in the Prospectus to be prepared by PVW Resources for lodgement with the ASX. This report is not intended to be used for any purpose beyond this and should not be relied upon for any other purpose. This report has been prepared in accordance with the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves - The JORC Code, 2012 Edition (JORC Code) and the Australasian Code for Public Reporting of Technical Assessments and Valuations of Mineral Assets – The VALMIN Code, 2015 Edition (VALMIN Code). The report has been prepared in accordance with rules and guidelines issued by ASIC and ASX, and in particular to ASIC Regulatory Guides 111 (Contents of Expert Reports) and 112 (Independence of Experts). 1.2 Tenement Status Verification PVW Resources has commissioned independent legal advice regarding the status of the tenements underlying the mineral assets that are referred to in this report. Indeport has not reviewed the material agreements relating to the mineral assets of PVW Resources and is not qualified to make legal representations in this regard. Specific details regarding tenements, agreements and contracts are detailed elsewhere in the prospectus. 1.3 Qualifications and Experience The author of this report is Mr Neal Leggo, a consultant geologist with over 30 years’ experience in minerals geology including senior management, consulting, exploration,

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resource estimation, development, underground mining and open pit mining. He has worked in a wide variety of Australian geological terrains and within the Asia-Pacific region. He specialises in copper, gold, silver-lead-zinc and iron ore for which he has the five years experience required for code-compliant reporting. He also has experience with uranium, vanadium, manganese, tin, tungsten, nickel, lithium, niobium, gemstones, mineral sands and industrial minerals. He previously worked for CSA Global, Ravensgate, FMG, Crescent Gold, Hatch Associates, BHP, MIMEX, Mount Isa Mines, Central Pacific Minerals and Gold Copper Exploration. He possesses extensive knowledge of available geological, geophysical, geochemical and exploration techniques and methodologies, combined with strong experience in mining, feasibility study and development of mineral deposits. Mr Leggo completed a Bachelor of Science with first class honours at the University of Queensland in 1980; is a Member of the Australian Institute of Geoscientists (Member No. 1996) and thus holds the relevant qualifications and professional association membership required by the ASX, JORC and VALMIN to qualify as a Competent Person as defined in the JORC Code. Since 2012 Mr Leggo has been providing consulting services to the mining industry and has authored 10 Independent Geologist’s Reports and been a co-author for 7 Independent Technical Project Review & Valuation reports. 1.4 Independence The author of this report and Indeport are independent of PVW Resources, its directors, management and advisors and have no economic or beneficial interest in any of the mineral assets being reported on. Indeport is remunerated for this report by a professional fee determined in accordance with a standard schedule of rates based on time charges for work carried out, and not contingent on the outcome of this report. Fees arising from the preparation of this report are listed elsewhere in the Prospectus. The relationship with PVW Resources is purely one of professional association between client and independent consultant. None of the individuals employed or contracted by Indeport are officers or employees of PVW Resources or any group, holding or associated companies of PVW Resources. The report has been prepared in compliance with the Corporations Act and ASIC Regulatory Guides 111 and 112 with respect to Indeport’s independence as experts. Indeport regards itself as independent there being no business or professional relationships or interests which would affect the expert’s ability to present an unbiased opinion within this report. 1.5 Specialist Declarations and Consent The information in this report that relates to Technical Assessment of Mineral Assets reflects information compiled and conclusions derived by Mr Neal Leggo, who is a Member of the Australian Institute of Geoscientists. Mr Leggo is not an employee of PVW Resources. Mr Leggo has sufficient experience relevant to the Technical Assessment of the Mineral Assets under consideration and to the activity which he is undertaking to qualify as a Specialist as defined in the JORC Code. Mr Leggo consents to the inclusion in the report of the matters based on his information in the form and context in which it appears. Consent has been sought from PVW Resources’ representatives to include technical information and opinions expressed by them. 1.6 Competent Person Statement The information in this report that relates to reporting of Exploration Results is based on information compiled by and conclusions drawn by Mr Arnel Mendoza, a Competent Person who is a Member of the Australian Institute of Geoscientists. Mr Mendoza is a consultant to

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PVW Resources. Mr Mendoza has sufficient experience that is relevant to the Exploration Results under consideration, the style of mineralisation and types of deposit under consideration and to the activity being undertaken to qualify as a Competent Person as defined in the 2012 Edition of the “Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves”. Mr Mendoza consents to the inclusion in the report of the matters based on his information in the form and context in which it appears. The information in this report that relates to Technical Assessment of Exploration Results and Mineral Assets is based on information compiled by and conclusions drawn by Mr Neal Leggo, a Competent Person who is a Member of the Australian Institute of Geoscientists. Mr Leggo is not an employee of PVW Resources. Mr Leggo has sufficient experience that is relevant to the Technical Assessment of the Mineral Assets under consideration, the style of mineralisation and types of deposit under consideration and to the activity being undertaken to qualify as a Practitioner as defined in the 2015 edition of the “Australasian Code for the Public Reporting of Technical Assessments and Valuations of Mineral Assets” and as a Competent Person as defined in the 2012 Edition of the “Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves”. Mr Leggo consents to the inclusion in the report of the matters based on his information in the form and context in which it appears. 1.7 Sources of Information The principal sources of information used to compile this report comprise technical reports and data variously compiled by PVW Resources and their partners and consultants, publicly available information such as ASX releases, government reports and discussions with PVW Resources personnel. A listing of the principal sources of information are included in the references attached to this report. Figures used in this report have been prepared by PVW Resources or their contractors with appropriate direction, input and review from Indeport. Indeport undertook a site visit to the Mt Clifford project in September 2018 in the company of PVW Resources representatives and the tenement vendors. Indeport did not carry out a site visit to the other 3 project areas. Indeport is satisfied that there is sufficient current information available to allow an informed appraisal to be made. Indeport is of the opinion that no significant additional benefit would have been gained through a site visit to the other projects given their early stage of development. Indeport has endeavoured, by making all reasonable enquiries, to confirm the authenticity, accuracy and completeness of the technical data upon which this report is based. A final draft of this report was also provided to PVW Resources, prior to finalisation by Indeport, requesting that PVW Resources identify any material errors or omissions prior to its final submission. Indeport does not accept responsibility for any errors or omissions in the data and information upon which the opinions and conclusions in this report are based, and does not accept any consequential liability arising from commercial decisions or actions resulting from errors or omissions in that data or information. Statements attributable to third parties are contained in this report which are based on statements made in publicly available technical reports. The authors of these reports have not provided consent for their use in this report. These statements are included in this report in line with ASIC Instrument 2016/72. 1.8 Background Information The Mt Clifford, Tanami West, Gordon Sirdar and Brilliant Well projects comprise the mineral assets of PVW Resources. The projects are all located in Western Australia. A locality map of

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the projects is presented in Figure 1 below and a list of the tenements which comprise the mineral assets is detailed in Table 1 of this report. The projects are all at the exploration stage of development and no Mineral Resources are reported. Figure 1 Location Map of PVW Resources Projects

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2. MT CLIFFORD PROJECT 2.1 Location The Mt Clifford project is centred approximately 625km north of Perth and 60km north- northwest of Leonora in the Mt Margaret Mineral Field of Western Australia (Figure 1). It is situated on the Leonora (SH51-1) 1:250,000 map sheet and the Wildara (3041) and Weebo (3141) 1:100,000 map sheets. The project covers portions of the Weebo, Sturt Meadows and Tarmoola Pastoral Leases in the Leonora Shire and lies within the Mt Margaret Mineral Field. The project area occurs between the Goldfields Highway and the Leonora-Agnew Road and is close to the Eastern Goldfields Gas Pipeline. Numerous pastoral, mining and exploration tracks provide access off the highway through relatively flat terrain and open vegetation. The main land uses are cattle grazing and mining. Some infrastructure exists in the area, with Leonora the nearest source of supplies. Several operating mines and mineral processing plants are situated close to the project tenements. 2.2 Tenure The project consists of 2 granted mining leases, 1 granted exploration licence and 6 granted prospecting licences with a total area of approximately 66km2. The licence particulars are listed in Table 1 and their location is shown in Figure 2. PVW Resources has entered into 3 separate purchase agreements to consolidate the tenement package. Details of these agreements are provided elsewhere in the Prospectus. Figure 2 Mt Clifford Project Tenement Location Map

Note: E37/1254 comprises the Brilliant Well project and is discussed in Section 4 of this report

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Table 1 Tenement Schedule Mt Clifford Project

Tenemen Registered Holder(s) Area Area Status End Date Expenditure t ID Unit E37/909 Scotia Nickel Pty Ltd 52.19 km2 Granted 3/05/2019 $70,000 M37/135 Saracen Metals Pty Limited 5.07 km2 Granted 30/12/202 $50,700 9 M37/182 Biggs, Glen Neil; Williams, 1.14 km2 Granted 29/08/203 $11,500 Norman Andrew; Williams, 0 Thomas Geoffrey P37/8470 Biggs, Glen Neil; Williams, 0.36 km2 Granted 19/11/201 $2,000 Norman Andrew; Williams, 8 Thomas Geoffrey P37/8517 Biggs, Glen Neil; 0.74 km2 Granted 6/05/2019 $2,433 P37/8639 Biggs, Glen Neil; Williams, 1.74 km2 Granted 19/07/202 $6,960 Norman Andrew; Williams, 0 Thomas Geoffrey P37/8640 Biggs, Glen Neil; Williams, 1.74 km2 Granted 19/07/202 $7,000 Norman Andrew; Williams, 0 Thomas Geoffrey P37/8641 Biggs, Glen Neil; Williams, 1.94 km2 Granted 19/07/202 $7,800 Norman Andrew; Williams, 0 Thomas Geoffrey P37/9100 Williams, Norman Andrew; 1.17 km2 Granted 12/06/202 $4,680 Williams, Thomas Geoffrey 2 Notes: Specific details regarding the tenements and any material agreements pertaining to them are available in a dedicated section within the Prospectus. 2.3 Regional Geology

2.3.1 Yilgarn Craton The project is located in the Archaean Yilgarn Craton of Western Australia, which is a highly mineralised granite-greenstone terrane with world-class deposits of gold and nickel, and significant iron and volcanic hosted massive sulphide (VHMS) base-metal deposits (Wyche et al., 2012). The earliest widely used subdivision of the Yilgarn Craton (Gee et al., 1981) contained four components – the Eastern Goldfields (containing the Norseman – Wiluna Belt), Southern Cross and Murchison Provinces; and the Western Gneiss Terrane (subdivided into Northwest and Southwest). According to Wyche (2007), the relationships between these regions were enigmatic, with the boundaries not strictly based on observed geological features (Figure 3-A).

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Figure 3 Geological Map of the Yilgarn Craton

(after Ravensgate, 2016, modified from (A) Gee et al., 1981 and (B) Pawley et al., 2012) Cassidy et al., (2006) divided the Yilgarn Craton into terranes defined on the basis of distinct sedimentary and magmatic associations, geochemistry and ages of volcanism. The Narryer (formerly the Northwest Gneiss) and South West terranes in the west are dominated by granite and granitic gneiss with minor supracrustal greenstone inliers, whereas the Youanmi Terrane and the Eastern Goldfields Superterrane contain substantial greenstone belts separated by granite and granitic gneiss (Wyche et al., 2012). Subsequent revision has further subdivided the Eastern Goldfields Superterrane into four terranes from west to east the Kalgoorlie, Kurnalpi, Burtville and Yamarna terranes (Figure 3-B; Pawley et al., 2012). The Ida Fault (Figure 3-B), which marks the boundary between the western Yilgarn Craton and the Eastern Goldfields Superterrane, is a major structure that extends to the base of the crust (Drummond et al., 2000). Greenstone stratigraphies in the western Yilgarn differ from those in the Eastern Goldfields Superterrane in such things as the relative abundance of lithologies (especially komatiite and banded iron-formation) suggesting a substantially different depositional regime. According to Wyche (2007), the greenstones in much of the western Yilgarn are typically older than those in the Eastern Goldfields Superterrane. The major mafic dominated successions in the western Yilgarn, date back to 3.0 Ga (e.g. Pidgeon and Wilde, 1990; Geological Survey of Western Australia (GSWA), 2007), whereas the mafic and felsic successions of the Eastern Goldfields Superterrane were largely deposited after 2.8 Ga (e.g. Barley et al., 2003; GSWA, 2007).

2.3.2 Regional Geology – Mt Clifford Area The Mt Clifford project area is located in the southern part of the Agnew-Wiluna greenstone belt in the Gindalbie Domain of the Kurnalpi Terrane on the boundary between the Kalgoorlie Terrane to the west and the Kurnalpi Terrane to the east. The tectonostratigraphic setting of the Gindalbie Domain has been the subject of debate and it is interpreted as a rifting phase of the Kurnalpi Terrane. The project area is covered by the GSWA’s recently completed East Yilgarn Stratigraphy Project and by the associated seamless bedrock stratigraphic interpretation across the Eastern Goldfields Superterrane at 1:100,000 scale. The following revised stratigraphy has

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been established by this work, and Figure 4 shows the new solid geology interpretation of these formations. The Gindalbie Group consists of a sequence of rhyolitic, rhyodacitic to andesitic volcanic rocks and coeval basalt, dolerite and gabbro; metamorphosed to greenschist facies. It has been dated to 2697 - 2671 Ma. The oldest unit of the Gindalbie Group is the Teutonic Bore Formation (rhyolitic to andesitic volcanic rocks; coeval basalt and dolerite), followed by the Melita Formation, Kents Bore Basalt (aphyric and feldspar-phyric basalt) and the Little Peters Formation at the top of the sequence. The Marshall Pool Subgroup consists of a sequence of mafic, ultramafic, sandstone, siltstone, felsic volcanic and volcaniclastic rocks metamorphosed to greenschist facies. It has been dated to 2720 - 2680 Ma. The oldest unit of the Marshall Pool Subgroup is the Trevor’s Bore Formation (basalt and komatiitic basalt) followed by the Mount Leonora Formation (sandstone, siltstone, shale, and chert; dated at 2717 +- 6Ma), Hangover Formation (basalt with minor komatiitic basalt and interleaved felsic volcanic and sedimentary rocks), Mount Clifford Komatiite (komatiite and komatiitic basalt with relict cumulate, olivine spinifex and pyroxene spinifex textures), and at the top of the stratigraphy the Mount Fouracre Basalt (basalt, with minor vesicular, amygdaloidal and komatiitic basalt).

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Figure 4 Regional Geology of the Mt Clifford Area showing Major Deposits

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The greenstone sequence is intruded by a series of granites and granitoids which are north- south elongate and foliated (Figure 4). The granites of the Yilgarn Craton are grouped into five main classes or types: high-Ca, low-Ca, high-HFSE, mafic and syenite. The evolution of granite magmatism, with the exception of the high-HFSE granites, is broadly similar. High-Ca, mafic and high-HFSE granites have equivalent timing and chemistry to specific volcanic associations in the greenstone belts. In contrast, the youngest magmatic rocks (low-Ca and syenite granites) have no extrusive equivalents. All granite groups are present in the western Kurnalpi Terrane (Champion, 2006). The greenstone stratigraphy is folded into a series of doubly plunging anticlines and synclines, with amplitudes of 1 to 5km and north-northwest trending axes. The cores of the anticlines are occupied by sigmoidal-shaped syntectonic granitoid stocks. These areas have been largely preserved from deformation. Most of the strain was partitioned into number of north to north-northwest striking crustal-scale shears which have steep dips and generally lie along the limbs of the regional-scale folds. The Clifford, Mineritchie and Perseverance Faults are the largest of a series of predominantly north-northwest trending structures which form part of the Keith-Kilkenny lineament (Figure 5). The Clifford Fault tracks along the project area and bounds the east of the Mt Fouracre Complex and coalesces with the to the north. Ultramafic rocks of the Marshall Pool Syncline are relatively undisturbed by structural complication to the east of the Mineritchie Fault. The Perseverance Fault bounds the greenstone sequence on its eastern margin. The granite-greenstone architecture, relationships and contacts are largely defined by these tectonic zones, and the marginal zones of many of the granitoids are gneissic, indicating pre- tectonic emplacement. The granites appear to have acted as lenticular, rigid buttresses which have influenced the development and path of the shear zones. Up to 6 deformational events have been recognised by structural geoscientists. These can be summarised from oldest to youngest as:  Regional extension with synchronous emplacement of granitoids;  Early north-south directed thrusting and associated isoclinal folding and strong fabric;  East-west compression, large north-northwest trending folds, regional shear zones;  Dextral shearing, regional-scale sigmoidal granitoids;  East-west compression, gold mineralisation, weak fabrics, minor thrusts, reverse faults, mineralised steep faults;  Proterozoic north-south extension, east striking normal faults and dolerite dykes. 2.4 Local Geology and Mineralisation The Mount Clifford Project area covers a north-northwest trending belt consists of a folded and thrust stacked sequence of volcanics and sediments, intruded by granitoid plutons. An interpretive geology plan of the Mt Clifford Project is presented in Figure 5. Regolith cover consists of a combination of windblown sand, colluvium and intact weathering profiles with duricrust-derived pisolitic gravels at surface. Lateritic residuum is variably stripped or preserved, but is in general thicker over ultramafic units and stripped over basaltic and granitoid lithologies. The colluvial veneer is usually indurated to form an extensive hardpan. Outcrop is generally restricted to erosional windows through the colluvium and lateritised regolith (WAMEX a110456). The Mt Clifford Ultramafic Complex is situated on the western margin of the Keith Kilkenny lineament, south of Weebo Bore. It consists of a thick komatiite cumulate sequence of rocks overlain by a sequence of thin differentiated flows.

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Figure 5 Interpretive Geology Plan of the Mt Clifford Project

Figure 6 TMI Aeromagnetics and Structural Interpretation - Mt Clifford Project

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Facing directions interpreted from olivine spinifex textured rocks across several prospects indicates that the sequence is younging towards the northeast. The Mt Clifford Ultramafic Complex exhibits two major faults. The Clifford Fault trending northwest-southeast is clearly exposed as a quartz ridge with an associated zone of sheared mafics to the south and sheared komatiite thin flows to the north; while the Minnieritchi Fault, which trends north-south, truncates the ultramafic sequence in the west (WAMEX a86992).

2.4.1 Gold Mineralisation The Mt Clifford project is situated in the Mt Margaret Goldfield, with significant past and present gold producing deposits in the region (Figure 4). A line of gold deposits is distributed along the Keith-Kilkenny lineament from Sons of Gwalia in the south to Thunderbox in the north (just north of the map limit) including: Tower Hill, Harbour Lights, King of the Hills(Tarmoola), Viking, and Jungle Well. Bannockburn, These are all considered to be orogenic gold deposits typical of the richly endowed greenstone belts of the Eastern Goldfields. Figure 4 shows the regional geology, highlighting the location of the major mines, deposits and prospects in relation to the project tenements. Figure 5 shows the geology of the project area, showing the location of gold prospects and deposits in and around the tenements. At the Viking (Mt Newman) deposit, immediately south the project tenements, St Barbara have defined a small auriferous zone which has similar mineralisation and host lithology to PVW Resources Mt Clifford deposit. No current mineral resource estimate is published for Viking.

2.4.2 Nickel and Base Metal Mineralisation The Mt Clifford-Marshall Pool Ultramafic Complex, contains regionally correlated stratigraphic packages of komatiite consisting mainly of thick, massive bodies of olivine orthocumulate and differentiated spinifex-textured flows. Within these packages are several large zones of thickening, lenticular in plan, occupied by bodies of layered coarse grained olivine adcumulates and mesocumulates. In other parts of the Kalgoorlie and Kurnalpi Terranes accumulations of massive nickel sulphide are associated with similar sequences. Hence the area has been heavily targeted by nickel explorers in the past who have secured large tenement holdings for long periods and undertaken extensive and intensive nickel focused exploration programs. The Complex hosts significant nickel sulphide mineralisation at several nearby localities including the Marriott’s deposit (0.5Mt @ 1.8%Ni) in addition to disseminated nickel sulphides at the Mt Newman Prospect and 107 Prospect which are located several kilometres south of P37/8470. It consists of a thick high MgO cumulate sequence of rocks overlain by a sequence of thin differentiated flows. Facing directions interpreted from olivine spinifex textured rocks across several prospects indicates that the sequence younging towards the northeast (WAMEX a83078). To the east of the project area a cluster of base metal deposits are hosted within volcanics of the Gindalbie Group (Figure 4) including Jaguar, Bentley and Teutonic Bore (1.5Mt @ 3.61% Cu, 11.44% Zn, 167g/t Ag mined from a pre-mining resource of 2.15Mt @ 3.53% Cu, 11.39% Zn, 150g/t Ag). These are interpreted as VHMS deposits (WAMEX a100522). PVW Resources have indicated to Indeport that they do not intend to pursue any nickel or base metal targets, as they will be focusing solely on gold exploration, therefore this IGR will not expand on the nickel and base metal potential of the area.

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2.5 Mining History The Jungle Well gold deposit was mined by Consolidated Gold Mines (CGM) in 1996 producing 240,000t @ 2.6g/t Au which was treated at their nearby Bannockburn plant recovering approximately 20,000oz gold. Small scale underground mining has exploited the Mt Clifford gold deposit intermittently from the 1900’s to the present. The first recorded tenement was GML36/319 granted on 3/5/1898. Tunax Resources explored P37/1223 in 1985. The annual report of Tunax noted 3000t of battery sands near the old mill site indicating that the historical production amounted to more than the 38t for 77oz Au recorded in Mines Department files (WAMEX a15977). The Williams syndicate has mined the Mt Clifford lodes by underground intermittently over the past 15 years producing gold under a DMP prospecting authority. Mining is currently in progress and the surface installations were inspected by Indeport during the site visit in September 2018. Figure 7 Map of Historical Gold Production - Mt Clifford Prospect

2.6 Exploration History Extensive nickel exploration was undertaken across the region during the 1960’s and 1970’s, most notably by WMC, Seltrust, Amax and BP Minerals. The ultramafics of the Marshal Pool area to the north and west of Mt Clifford have received attention from nickel explorers since the 1960’s intensifying in each boom period. In the late 1990s Scotia Nickel assembled a tenement group over this package. In 2003 LionOre acquired Scotia Nickel and their Mt Clifford tenement group which was subsequently purchased by Breakaway Resources in 2006, who were in turn taken over by Minotaur Exploration in 2013. All 4 companies undertook primarily nickel focused exploration programs which were of sound design and implementation and included mapping, aerial photography, satellite imagery, aeromagnetics,

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soil, lag, rock chip and auger geochemistry, ground magnetics, many and varied electromagnetic (EM) surveys, RAB, aircore, percussion and diamond drilling with downhole EM surveys. The period from 1970 to 1985 saw significant base metal exploration across the region. BP Minerals Australia, Seltrust Australia, Chevron Exploration Corporation, Asarco, Mt Isa Mines, Carpentaria Exploration and Pancontinental Mining Ltd focused their exploration on the contact zone between the mafic and felsic volcanic sequences, intensified by the discovery of the Teutonic Bore deposit. Exploration for gold during this period was scarce and drilling was largely ineffective due to a poor understanding of the regolith in deeply weathered terrains. In the 1985 to 1990s, Renison Goldfields and Newmont targeted greenstone sequences for structurally controlled Archaean gold mineralisation (WAMEX a100825). Jabiru Metals Ltd explored for base metals to the east of the project in the Teutonic Bore area from 1997, discovering the Jaguar deposit in 2004, then further intensifying exploration until being taken over by Independence Group in 2011. They have continued base metal exploration but widened the work to cover gold and nickel. Tenements of the Jabiru/Independence Teutonic Bore project have abutted but not overlapped the area of PVW Resources Mt Clifford project. In recent years Independence has focused significant efforts on gold exploration identifying and drill testing a number of gold targets (WAMEX a100522 and a100852). Some grassroots gold exploration was undertaken during and since the 1980’s, primarily by BHP, Dominion, Dalrymple Resources, Miralga Mining and Lionore. The area covered by PVW Resources 5 prospecting licences has been held by individuals for several decades resulting in relatively limited modern exploration having been undertaken. The exploration work undertaken on the Jungle Well and Mt Clifford prospects is discussed in subsequent sections of this report. The whole of the Mt Clifford tenement package has been largely covered by geochemical sampling over the past 50 years with a raft of different surface sample mediums and analytical techniques of variable quality employed. This multitude of geochemical surveys has been reasonably effective in detecting geochemical anomalism in the regolith with scores of anomalies assessed by follow-up survey identifying prospects and deposits. Detailed reporting of the geochemistry has deem deemed by the author to provide be redundant for the purposes of this report. Emphasis is placed on drilling as it is deeper drilling which will be the key to further discovery of gold in this area. Geophysical surveys of a variety of types and implementations have been conducted on the Mt Clifford tenement package over the past 50 years including aeromagnetics, ground magnetics, radiometrics, induced polarisation and particularly electromagnetics including downhole EM. The geophysics has mostly been in the search for nickel and base metal deposits and holds less relevance to the search for gold. Detailed reporting of the geophysics has deem deemed by the author to provide be redundant for the purposes of this report. PVW Resources have been working on compiling the historical exploration data into a comprehensive database since acquiring the various components of the tenement package. However this is a major undertaking and will take a considerable effort and time to complete with appropriate levels of validation and assessment. At this stage the compilation is incomplete. Under Indeport’s direction, the effort has been concentrated on drilling data to establish the existing coverage, particularly to asses the amount and location of deeper drilling.

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Figure 8 Previous Drilling on the Mt Clifford Project: 0 – 20m depth

Figure 9 Previous Drilling on the Mt Clifford Project: 20 – 60m depth

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Figure 10 Previous Drilling on the Mt Clifford Project: > 60m depth

2.7 Current Exploration Since acquiring the project in 2018, PVW Resources has commenced compilation of past exploration data, construction of a database of historical drill data, GIS development, statutory reporting and field reconnaissance over the Mt Clifford project. PVW Resources has indicated to Indeport that this work is ongoing and will form the basis of detailed target assessment and exploration program design moving forward. 2.8 Exploration Potential and Targets The Mt Clifford project is positioned in a prospective location in terms of a regional geological and mineralisation setting, occurring on the boundary between the Kalgoorlie and Kurnalpi Terranes both of which hosts numerous significant gold deposits. There is a very large dataset available from over 50 years of mineral exploration, which will take a significant effort to document, review and analyse in detail. Never-the-less several drill targets have already been identified with plans established for drill testing of these in early 2019. Much of the previous exploration has been focused on nickel and base metals, thus it is possible indications of gold mineralisation has to some extent been overlooked. Competition for tenure with nickel and base metal explorers has resulted in reduced access to the ground for specialist gold explorers and a relative under exploration in terms of gold work. There is some potential for discovery of further targets through regional exploration over areas where prospective Archaean lithologies are concealed under Cenozoic cover. Application of gold focused analysis to the extensive regional datasets is anticipated to yield further targets for follow-up. PVW Resources have identified two areas of previous gold

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mining activity which hold potential for additional gold mineralisation at depth, in strike repetitions and in structural targets. These are discussed in detail in the following sub- sections.

2.8.1 Mt Clifford Prospect The Mt Clifford gold prospect is located at the southern end of PVW Resources tenement package. The author of this report, Neal Leggo, undertook a site visit to this location in September 2018 as part of this independent reporting exercise. The observations made during this inspection were able to confirm the information here reported. Figure 11 Photograph of the Mt Clifford Prospect

Panoramic looking southwest towards the Mt Clifford Prospect from Mount Clifford peak The prospect is hosted by the Mt Clifford Komatiite, a thick pile of spinifex-textured ultramafic lavas, close to the contact with the Hangover Formation (Figure 8). Coarse grained ultramafic rocks in the area are generally peridotites though some dunites are present. Altered ultramafic rocks are talc-carbonate-chlorite-serpentinite rocks and are found throughout the tenement. Felsic dykes and quartz-carbonate veins are also common. Considerable displacement of lithologies at the prospect is associated with the Clifford Fault which passes through the tenements. It is marked by a zone of strong shearing and truncation of the easterly trending structures on the western side of the fault. An extensive set of workings, dating back to 1895-1910 period, exploited gold mineralisation in the sheared contact between a felsic unit and the ultramafic sequence, veined with quartz and iron-carbonate. The ultramafic rocks have moderate to intense quartz-iron-carbonate stockwork and sulphidic stockwork. The mineralised structures are generally oriented 40° to 50° towards the northeast or east. The outcrops on Battery Hill and Mount Clifford have spines of white buck quartz up to a metre in width (Figure 11). Mount Clifford quartz blow orientation is 65°E/155°, whilst Battery Hill is orientated 66°E/124°. Both hills have subsidiary shears, extending from their eastern flanks oriented at 75°NE/115° both in parallel and en echelon arrangement. The Mt Clifford prospect is held under M37/182 which was pegged by the Williams syndicate as P37/1223 in 1984 and converted to a mining lease in 1988. The area saw intense exploration in this period through a series of JV’s with mining companies. Tunax Resources explored P37/1223 in 1985 (WAMEX a15977) described the sequence as serpentinite, trachyte, talc-carbonate ultramafic, dolomite. Tunax drilled 16 open hole percussion holes for 357m testing the zone of historical mining and prospecting, intersecting narrow (2-4m) mineralised zones with 3 holes intersecting historical workings/stopes.

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CRAE explored the prospect during 1986 undertaking RAB (147 holes for 1315 m) and RC (19 holes for 675 m) drilling. Significant RAB drilling intersections included 2m @ 1.61g/t Au from 4m in hole MCR092 and 4m @ 1.51g/t Au from 8m in hole MCR103. Best RC drilling intersection was 7m @ 3.81g/t au from 31m in hole 86MCP15. CRAE concluded that the mineralised body indicated by the drilling did not present an economically viable target and no further work was recommended (WAMEX a20378). Hillmin Gold Mines explored the prospect during 1988 (WAMEX a24086 and a27851) undertaking detailed surveying and sampling of the historical workings, RC (19 holes for 675 m) and diamond (2 HQ3 holes for 53.5m) drilling, analysing 633 samples for gold by fire assay. Metallurgical test work by a Perth laboratory on 2 composite samples yielded positive results. Cyanidation bottle toll tests on the high grade (20g/t Au) samples returned recoveries of between 86% and 89% using standard chemical loadings and grind size. The surveying and sampling of the historical workings yielded 57 structurally and lithologically controlled channel samples taken both horizontally and vertically, and where possible, normal to the observed geology. Of these 57 samples, 25 returned results of 1g/t Au or greater. The highest grades were found in shears in mafic rocks and along the sheared contact between mafic schist and felsic intrusives. Dalrymple Resources explored during 1995-96 (WAMEX a52742) naming it the Williams Prospect and undertaking a ground magnetic survey, satellite image interpretation, a TEM survey (over the nearby Salute prospect), soil sampling RAB drilling (118 holes for 1492m), RC drilling (17 holes for 1468m). RC samples were assayed for Au, Pt and Pd as 5m composites by Ultratrace, and then the best intercepts were re-assayed as 1m splits using ICP-OES. Dalrymple drilled deeper and intersected fresh mineralisation. A sulphidic quartz- feldspar porphyry was intersected in several holes with maximum drilled thickness of 7m in hole WILRC9701. Sulphides of dominantly pyrite with minor arsenopyrite and chalcopyrite were also identified in talc-chlorite and talc-carbonate schists in low percentages with higher percentages where silicified. Silica replacement as quartz carbonate was logged in several holes. The locations of drill hole collars and paths for all the historic drilling at the prospect are shown on plan in Figure 12. Significant intersections in the historical RC drilling include: 11m @ 8.52g/t Au, 7m @ 3.81g/t Au, 5m @ 26.62g/t Au, 3m @ 13.27g/t Au, 3m @ 11.23g/t Au, 3m @ 6.15g/t Au, 7m @ 4.28g/t Au, 12m @ 2.12g/t Au and 6m @ 1.88g/t Au. A full listing of significant intersections is provided in Appendix 1. Some of these intersections are illustrated in the following cross sections Figure 13 and Figure 14 and in long section Figure 15. Historical resource estimates have been determined by previous explorers.

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Figure 12 Plan of Historical Drill Hole Collars - Mt Clifford Prospect

Collar statistics for all historical RC drill holes are provided in Appendix 1, along with a listing of all significant intersections in the gold assay results. Commentary on the JORC Table 1 criteria for Mt Clifford historical exploration data are provided in Appendix 2.

Figure 13 Cross Section - Mt Clifford Prospect

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Figure 14 Cross Section 86MCP12 - Mt Clifford Prospect

Figure 15 Long Section - Mt Clifford Prospect

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2.8.2 Jungle Well Prospect The Jungle Well deposit is located 8km northeast of Mt Clifford on M37/135 was mined by Consolidated Gold Mines (CGM) in 1996 producing 240,000t @ 2.6g/t Au which was treated at their nearby Bannockburn plant recovering approximately 20,000oz gold. CGM went into administration 1998 and no further work was completed for a considerable period. The author undertook a site visit to this location in September 2018. The observations made during this inspection were able to confirm the information here reported. Figure 16 Photograph of the Jungle Well Pit North Wall - looking north-northeast

Structure, mineralisation style and geological setting is similar to the Mt Clifford prospect. The Jungle Well orebody is hosted in a massive to weakly foliated metabasalt along a north- northwest striking east dipping thrust fault zone shallowly dipping to the east. There are two main mineralised structures: the principal fault which dips at about 60°, and a shallower splay fault which dips at 30° that is truncated by the steeper fault. The main orebody mined was from the 30° thrust, with some ore from the 60° fault and several other minor splay structures with poddy mineralisation. The intersection of the two structures occurs in the southern end of the pit, plunging north at 10° to 20°. The mineralised zone is 3 to 10m thick and associated with minor quartz veining and pyrite. In the weathered zone, the mineralisation is significantly bleached with leaching of gold noted in the upper saprolite (which has significance for interpreting shallow exploration drilling in this district). The oxide zones vary from 45 to 60m in thickness and the transition zone of 10 to 20m thickness. The ore zones are clay-rich with ferruginous alteration and contain up to 50% silica. Fresh ore is sheared, altered metabasalt with pyritic quartz veining. Higher grade zones are generally 1-3m in thickness and display a pod-like nature (WAMEX a87928). Exploration drilling from the discovery phase of the early 1980’s by Triton Resources is poorly recorded in surviving documentation. Comprehensive handwritten logs exist in open file reports for the additional RC definition drilling undertaken by Australian Goldfields during mid-1990’s. Production records for the Jungle Well open pit are not available. The project database does contain some grade control drill hole data. Only limited exploration has been undertaken since mining operations stopped in 1996.

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Figure 17 Plan of Jungle Well Pit showing RC Drill Hole Collars

The outline of the historical pit is shown in yellow. Locations of sections are shown as A-A’,B-B’,C-C’. Refer to Appendix 1 for coordinates of all Jungle Well drill hole collars. The following three sections illustrate the exploration potential of the Jungle Well prospect which comprises several opportunities. Figure 18 Cross Section A-A’ Jungle Well showing significant intersections

Note: Only intersections which are still in situ are shown (i.e. have not been mined).

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Figure 19 Cross Section B-B’ Jungle Well showing significant intersections

Figure 20 Long Section C-C’ Jungle Well showing significant intersections

Mineralisation on the flat thrust north of the pit has not been drill tested. Gold mineralisation is open to the south and sparsely tested with drilling. Strong potential exists for mineralisation below pit with numerous significant intercepts in the deeper drill holes as illustrated in Figure 18 a northern cross section, Figure 19 a southern cross section and

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particularly Figure 20 a long section which shows the numerous significant gold intercepts below the CGM open pit. There is significant potential for repetitions of gold mineralisation to the north and to the south of Jungle Well along a north-northwesterly strike parallel the regional structural lineament. Anomalous gold levels has been detected along the mineralised shear for 1.2km north. Collar statistics for all historical RC drill holes for Jungle Well are provided in Appendix 1, along with a listing of all significant intersections in the gold assay results. Commentary on the JORC Code Table 1 criteria for Jungle Well historical exploration data are provided in Appendix 2. 2.9 Exploration Strategy PVW Resources has indicated to Indeport that they will undertake a systematic, staged approach with respect to their exploration program for their Mt Clifford project focusing primarily on gold and based on an orogenic model of deposit formation. No exploration for nickel or copper-lead-zinc will be undertaken. Significant previous exploration has been undertaken across the Mt Clifford project area and PVW Resources will maximise the usefulness of this asset by undertaking thorough research in compiling and analysing the available data, developing an exploration database, field checking anomalous localities, assessing the economic potential of the known deposits. Specific exploration plans for Mt Clifford which PVW are developing include:  Preliminary review of previous exploration data and structural mapping has confirmed potential for gold mineralisation along the Clifford –Jungle Well structural corridor. Geochemical and geophysical programs will be planned to develop drilling targets focused on this prospective corridor.  The Mt Clifford deposit will be investigated using a two pronged attack. Structural analysis of 3D geological data using Spadis geospatial software will develop models for locating high grade shoots within the mineralised zone. Infill and extensional RC drilling will be employed to determine the potential for open pit development.  Re-evaluation of the Jungle Well open pit and exploration data focusing on potential gold mineralisation at depth and along strike to the north and south. The Mt Clifford and Jungle Well prospects have been earmarked for RC and diamond drilling in early 2019 as part of their Phase 1 drilling program. This program will incorporate twinning several historic drill holes to verify intersections in historical drill holes. This may enable historical holes to be used in future Mineral Resource estimation. The program will test structurally defined targets at both prospects. Several holes will be drilled with the aim of determining the continuity of mineralisation below the Jungle Well open cut. Indeport considers that the exploration strategy proposed by PVW Resources is consistent with the good mineral potential and prominent status of the Mt Clifford project within their portfolio of mineral assets.

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3. TANAMI WEST PROJECT 3.1 Location The Tanami West project is located in the Kimberley region of WA, approximately 1500km northeast of Perth, 220km south-southeast of Halls Creek in the Tanami desert, adjacent the Northern Territory (NT) border. It is situated on the Billiluna 1:250,000 map sheet and the Watts and Balwina 1:100,000 map sheets. The project areas overlie Unallocated Crown Land, with no pastoral leases. Access from Alice Springs is via the unsealed Tanami Road which runs east-west through the south end of the project area. Access from Halls Creek is via Ruby Plains and Billiluna stations. Access within the tenements is often difficult through rocky terrain using sparse pastoral and exploration tracks. The project is remote with little infrastructure in the area. The Balgo community is the nearest established town and is located approximately 100km to the southwest of the project area. The Western Tanami Project area is predominantly covered by low, undulating hills and extensive plains with very sparsely outcropping Tanami Group sedimentary rocks. The extensive plains are bordered by high scarps and ranges of flat-lying Proterozoic sandstones. The extensive flatlands and low rises are dominated by spinifex with acacia thickets and scattered stands of eucalyptus species. The scarps support little other than spinifex, sparse acacias and rare stunted eucalyptus. Occasional springs and ephemeral waterholes occur close to the ranges. 3.2 Tenure The Tanami West project consists of 7 granted exploration licences and 6 exploration licence applications, comprising 269 blocks and covering approximately 869km2. The license details are listed in Table 2 and shown in Figure 22. Table 2 Tenement Schedule – Tanami West Project

Tenemen Registered Holder Status Area Area End Date Expenditure t ID blocks km2 E80/4029 Rich Resources Investments Granted 10 32.3 15/04/2019 $70,000 E80/4197 Rich Resources Investments Granted 3 9.7 14/10/2019 $50,000 E80/4558 Rich Resources Investments Granted 5 16.1 12/12/2022 $30,000 E80/4869 Rich Resources Investments Granted 61 197.1 16/05/2021 $61,000 E80/4919 Rich Resources Investments Granted 22 71 16/05/2021 $22,000 E80/4920 Rich Resources Investments Granted 3 9.7 16/05/2021 $15,000 E80/4921 Rich Resources Investments Granted 3 9.7 16/05/2021 $15,000 E80/5187 PVW Resources Application 26 84 N/A N/A E80/5188 PVW Resources Application 1 3.1 N/A N/A E80/5189 PVW Resources Application 5 16.2 N/A N/A E80/5190 PVW Resources Application 8 25.9 N/A N/A E80/5249 PVW Resources Application 57 184.4 N/A N/A E80/5250 PVW Resources Application 65 210 N/A N/A

Notes: Specific details regarding the tenements and any material agreements pertaining to them are available in a dedicated section within the Prospectus.

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Figure 21 Location Map for the Tanami West Project showing Tenements

PVW Resources have entered into a Joint Venture with Orion Metals Ltd (100% owner of Rich Resources Investment Pty Ltd) to explore 7 exploration licences detailed in Table 2. PVW Resources have entered into negotiations with the Native Title groups pertinent to the project area to gain access to undertake exploration activities. No exploration can take place until agreements are finalised. 3.3 Regional Geology The project area is underlain by rocks of the Granites-Tanami Orogen, a Paleoproterozoic aged component of the North Australian Craton which chiefly consists of tightly folded, greenschist facies rocks. The Orogen spans the border between WA and the NT covering an area of approximately 250km by 100km. The oldest dated rocks in the region are Archean orthogenesis from the Billabong Complex (2514±3 Ma). Paleoproterozoic supracrustal sequences overlie Archean terranes, and are intruded granitic rocks (ca. 1795 Ma) and subsequently covered by post orogenic Late Paleo- to Neoproterozoic rocks. Figure 22 displays an interpretation of the solid geology of the region, major structures and mineral occurrences. The Tanami Group (1864–1844 Ma), which includes the Stubbins and Killi Killi Formations, comprises the oldest exposed Paleoproterozoic rocks in the western part of the Granites- Tanami Orogen and comprise thick turbiditic successions of sandstone, siltstone, shale, chert, banded-iron formation, and volcanic rocks. The Stubbins Formation consists of banded iron formation, iron-rich siltstone and shale, carbonaceous shale, chert, pillow basalt and contemporaneous dolerite sills, and rare rhyolite. The Stubbins Formation includes the 200m thick Bald Hill Member at the top of the formation. A correlative of the Stubbins Formation is the Dead Bullock Formation in the NT.

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Figure 22 Regional Geology Map for the Granites-Tanami Orogen

These formations are conformably overlain by the Killi Killi Formation a 5km thick turbiditic succession having a predominantly granitic provenance with some subsidiary mafic volcanic input. Subsequently, sedimentary and volcanic rocks of the Ware Group (1825–1800Ma) were deposited in the eastern part of the Orogen (Joly et al, 2012). The supracrustal rocks are intruded by a suite of granitoid rocks. Research studies suggest that these granites are derived from partial melting of an Archean basement, and emplaced at 1795±3Ma. Therefore, they are broadly synchronous with gold mineralisation and the peak of metamorphism. The granites are interpreted to have been generated during the postulated continent-continent collision of the Granites-Tanami Orogen with the Arunta Orogen. Two clearly mappable deformation events D1 and D2 have been defined in the western portion of the Orogen (Bagas et al., 2009, 2010). All of the above rocks are unconformably overlain by the 1.3km thick late Paleoproterozoic Pargee Sandstone, which, in turn, is unconformably overlain by Meso- to Neoproterozoic sandstone, siltstone, shale, and carbonate of the 6km thick Birrindudu Group. The Redcliff Pound Group, which was subsequently deposited at around 1,000Ma.

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The D1 deformation was an east-west compressional event dated at around 1850Ma characterised by northerly trending isoclinal folds associated with common layer-parallel foliation that is at an acute angle to bedding at fold hinge zones, thrust and transpressional faults and greenschist metamorphism. The subsequent D2 event is broadly synchronous with granite emplacement around 1795Ma, characterised by north-over-south thrusting and tight folding in response to north-south compression. The folding at Bald Hill and the Coyote anticlines is D2 (Bagas et al., 2009). Figure 23 Gravity Image for the western part of the Granites-Tanami Orogen

Figure 23 and Figure 24 provide examples of the numerous high quality regional data sets available for the Tanami region from the government surveys; a images of regional gravity data and aeromagnetic data respectively A structural interpretation is draped over the total magnetic intensity (TMI) aeromagnetics. Conjunctive 4D modelling of this available geological, geochronological, and geophysical data by Joly et al. (2010) led to the development of a new structural map of the Orogen, and the structural elements depicted in Figure 25 follow this interpretation. This 4D modelling suggests that the Orogen forms an imbricated crust developed on a partially inverted south-dipping, rifted Archean basement.

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Figure 24 Structural Interpretation for Tanami West over TMI showing Gold Occurrences

3.3.1 Mineralisation of the Granites-Tanami Orogen Huston et al. (2007) reported a gold endowment (total resources including historical production) in excess of 10Moz for the Granites-Tanami Orogen. The major gold deposits of the region are classified as orogenic deposits and their distribution is shown on Figure 25. Modern exploration started in the 1980s around historical mines in the Granite and Tanami Goldfields. Most of the early discoveries were from the eastern part including the Callie Deposit (approximately 7Moz Au; Williams, 2007). However, significant new deposits had been discovered in the Bald Hill and Coyote areas in the WA part of the Orogen by the late 1990s. The Stubbins Formation hosts the Bald Hill deposits in a sequence of turbiditic mafic volcanic rocks and tholeiitic dolerite sills (Figure 25). The Kookaburra deposit forms a saddle reef within a syncline, while the Sandpiper deposit is localised within metasedimentary rocks along the limbs of an anticline. Gold in the Kookaburra and Sandpiper deposits is apparently structurally controlled, hosted by anastomosing quartz veins within quartz-sericite schist. The auriferous veins are interpreted to have been emplaced before or during the D2 tectonic event (Bagas et al., 2007, 2009). However an important lithological control is recognised for gold in the iron-rich Stubbins Formation, with sulphidation reactions with the ferruginous wall rocks interpreted to play an important role in the deposition of gold, along with structural controls (Joly et al, 2012). The Osprey deposit, also located in the Bald Hills, is localised within folded quartz dolerite of the Lower Stubbins Formation. Primary mineralisation is related to axial planar shearing and associated quartz veining within an antiformal hinge zone.

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Coyote is the largest gold deposit in the region, located immediately south of PVW Resources’ E80/4869, and hosted in the Killi Killi Formation. The Coyote deposit consists of a number of ore lenses localised along the limbs of an F2 anticlinal fold. At Coyote gold is controlled in narrow quartz veins in sandstone and shale. The main mechanism of gold deposition is interpreted to be linked to fluid pressure drops (i.e. structurally induced chemical change). Structural control, dilatational zones along bends or perturbation of active shear zone, is the most important factor for gold deposition. The host rocks are chemically non-reactive reactive turbidites Killi Killi Formation (Joly et al, 2012). Research undertaken at the Centre for Exploration Targeting (School of Earth and Environment, University of WA) on the Granites-Tanami Orogen has yielded conclusions relevant to exploration targeting for orogenic gold deposits in the project area (Joly et. al., 2012). Their study applied a mineral systems approach to understanding known ore deposits and a three-pronged approach to identifying the most prospective ground using terrane- to camp-scale exploration targeting. This determined that structural geology plays an important criteria in gauging prospectivity and D2 structural elements were strongly associated with most deposits and occurrences. The 4D structural map of Joly et. al. (2010) provided a key input for the targeting research. The iron-rich Stubbins Formation was given a significant ranking as a chemical trap in the manual prospectivity analysis of their study. The Callie deposit in the NT, which is the largest gold deposit in the Orogen by an order of magnitude, is hosted in similarly reactive host rocks. Their study deduced that given the wide occurrences of gold deposits in different parts of the Orogen, the source can be assumed to not be spatially constrained to specific parts, and thus does not play a significant role in spatial localisation of gold deposits. The only role of granites as a source of ore fluids or metals could be as a point source, i.e. that deposits would be located in and around the carapaces of fluid-producing granites. A strong association of the known gold deposits with D1 faults in their analysis indicate that these pre-existing structures are important for controlling the distribution of gold in the Stubbins Formation (Joly et. al., 2012). Rare earth element (REE) mineralisation has been identified at a number of locations across the Tanami in association with the many radiometric granites.

3.3.2 Mining in the West Tanami District The Coyote Gold Mine, located immediately south of the project area (Figure 25) was discovered in 1999 by AngloGold through broad-spaced geochemical RAB drilling. Tanami Gold NL commenced open pit mining and milling operations in May 2006 (a093258), subsequently moving to underground operations. Mining continued until 2013 when operations ceased and the processing plant was placed on care and maintenance (Tanami Gold, 2018). During this period Tanami Gold also sourced ore for their Coyote mill from 3 open pit mining operations at the Bald Hill project area exploiting the Kookaburra, Sandpiper and Ospey gold deposits (MWH, 2015). These 3 deposits were recent discoveries and are located immediately north of PVW Resources E80/5249 tenement. 3.4 Local Geology and Mineralisation Cover across the Tanami region is extensive, including both in situ and transported Cenozoic laterite, silcrete and calcrete and Quaternary sand and gravels, and can vary from less than a few centimetres in topographically exposed areas up to tens of metres in depth. These unconsolidated sediments blanket most of the region, with only limited exposures of older lithological units which are deeply weathered resulting in a deep regolith profile.

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Figure 25 Geological Map of the Tanami West Area

The bedrock geology of the Project area is dominated by a sequence of Lower Proterozoic folded metasediments, the Killi Killi Formation. The Killi Killi Formation overlies the Stubbins Formation, a sequence of metasediments and minor volcanics which in turn overlies Archaean basement. The Killi Killi Formation is a monotonous sequence of turbidites, predominantly sandstones, greywackes and shales, which, while quite deformed, are usually only metamorphosed to greenschist grade. The sediments of the Killi Killi Formation are intruded by numerous dolerite dykes and sills ranging from 10 to 100m thick. Because of weathering and their composition, the rocks seldom outcrop and usually only do so as lateritised low ridges with quartz veining. Overlying the Killi Killi Formation lithologies are gently dipping basal units of the Gardiner Sandstone, itself a basal member of the Birrindudu Group which extends north and northeast into the NT. At both Killi Killi prospects (Figure 25), prominent outcrops of pink silicified conglomerate define the mineralised unit which displays low order radioactivity from secondary uranium minerals that appear to be weak surface enrichments associated with xenotime-florencite mineralisation (Tuffin, 2014). The structural grain of the district is west-northwest reflecting the major element of faulting, the Tanami Structural Corridor, which extends from the west into the Tanami and Granites/Callie goldfields of NT. Near the Coyote mine it is manifested in the large quartz reef referred to as the Tanami Fault reflecting a regional fracture. A number of granites intrude the Lower Proterozoic sediments, predominantly comprise ‘I- type’ biotite±hornblende monzogranite and granodiorite. Figure 25 shows the location of the various granitic intrusions in relation to the tenements. A number of granite intrusions occupy diapiric structures within the Killi Killi Formation. The large granite pluton lies immediately to the south of the Killi Killi prospects which was drilled by Orion and found to be a variably magnetic K-feldspar – biotite granite with subdued geochemical character.

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3.4.1 Mineralisation Known mineralisation within the Tanami West project tenements is confined to the Killi Killi prospects. However significant gold mineralisation occurs in the immediately surrounding areas. To the north the Bald Hill gold deposits are hosted in the Stubbins Formation, while to the south the Coyote gold deposit is hosted in the Killi Killi Formation. At the Killi Killi East REE prospect, the mineralised unit is a medium-grained flat dipping (10° north) basal conglomerate lying directly on folded and cleaved Killi Killi Formation. At the Killi Killi West (KKW) prospect the target was a conglomerate with anomalous REE in rock chip samples. The conglomerate is very coarse-grained with individual cobbles up to 30- 40cm in diameter and very well worn to near spherical shape. It is not a basal unit but rests conformably on a pale medium-grained sandstone bed, and it and the loose sand cover obscure the basement contact. Flat dipping (10° north) sandstones and medium-grained conglomerates overlie the Killi Killi West conglomerate 150m to the north of the outcrop as a line of easterly trending low cliffs and bluffs about 10-15m high. The southern flank of this topographic feature is referred to as Watts Rise. These distinctive outcrops host thin anastomosing east-striking quartz veins (Tuffin, 2014). Gold is also encountered at the KKW prospect in association with a shear zone. RC drilling by Orion tested the eastern extent of a broad anomalous gold zone as well as testing for REE mineralisation. The REE assays were disappointing, however limited gold mineralisation was intersected in 3 holes, with a best intercept of 8m @ 4.2g/t Au from 68m in KKO-116. 3.5 Exploration History The early explorer Talbot passed through the area in 1909 and recorded the presence of gold at a number of locations in the Tanami. The project area was first explored commercially by Queensland Mines Ltd in 1969 as a uranium project that found only small quantities of secondary uranium. However a small suite of samples were analysed for yttrium and REE. Petrology was also done, and this work first confirmed the existence of crystalline xenotime mineralisation (Premoli & Day, 1970). Ongoing since the 1950's, Geoscience Australia, GSWA and GSNT have undertaken geological mapping, compiled total magnetic intensity, bouguer gravity (Figure 23) and radiometric images, and undertaken numerous research initiatives throughout the Tanami region. The exploration history of the project area is extensive and relevant WAMEX tenement report numbers has been summarised in Section 7.1, providing the relevant company names, dates, tenement numbers and WAMEX tenement report numbers. Highlights of the previous work are described in the follow section.

3.5.1 Western Tanami Project Previous exploration in the project area has been dominated by the “Western Tanami Project” commenced by Shell in 1992 and continuing for 22 years through a series of tenements, deals and various joint ventures involving 8 other companies concluding with Tanami Gold NL, as follows:  1992 – 1995 Shell Company of Australia Ltd  1993 – 1996 Acacia Resources Ltd  1994 – 1995 Zapopan  1995 – 1996 Cove Mining NL  1994 – 1996 Zapopan NL  1994 – 2000 Tanami Gold NL

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 1995 – 2000 AngloGold (Acacia Resources Ltd)  2000 – 2003 AngloGold Australia  2000 – 2004 Barrick Gold of Australia Ltd  2004 - 2014 Tanami Gold NL Early exploration programs included several surface geochemical and drilling programs based on aeromagnetic, radiometric and regolith interpretations (a081626). AngloGold began exploring their Bramall Hills Project in 1992 with aeromagnetic and radiometric surveys, aerial photography and initial field reconnaissance. In 1993 regional soil sampling and rock chip sampling was conducted along regional traverses. From 1994-1996 geological and geophysical interpretation was followed by GPS gridding regional geological traversing, rock chip sampling and shallow geochemical sampling along hand cleared lines using a post hole RAB and/or auger rig. In 1997 detailed aeromagnetics was flown and further RAB drilling across the broad zones of shallow sandy cover into 1998. The Coyote prospect was discovered by RAB in 1999 (south of PVW’s current tenure) with follow-up RAB delineating an easterly trending geochemical anomaly, with coincident gold-arsenic anomalism (a60524). By 2005 Tanami gold held tenure over most of the western Tanami including PVW’s project areas. Exploration Licences 80/1677, 80/2133, 80/3238, 80/3845, 80/4006, 80/4305 and 80/4307 were explored by Tanami Exploration NL from 2004 to 2014 when the entire project was relinquished with a significant body of work documented in their final report to the DMP (a104410). Tanami Gold conducted the vacuum drilling across broad areas of PVW’s current tenure during the 1990’s in a raft of small programs on various tenements. Their methodology was described as follows: Geochemical samples were obtained by vacuum drilling to a minimum depth of the cover bedrock interface unless groundwater was encountered. The drilling was oriented vertically at nominal 1200 x 400 metre spacing. Samples were collected in 1m increments and placed on the ground in 1m piles. The sampling strategy targeted the pisolitic or lag rich horizon that was located below the aeolian sand cover, other geologically interesting horizons, and bottom of hole. The pisolitic/lag rich intervals were sieved (-6mm, +2mm) to remove aeolian sand and organic contamination. A nominal sample weight of 500g of lag was collected. The samples were analysed for au, As, Ag, Bi, Cu, Pb, Sb, W and Zn by Ultra Trace Laboratories in Perth, using bulk cyanide leach (BLEG) and ICP-MS finish. The analytical detection limit for Au was 0.05ppb. Tanami Gold considered the regolith was suitable for shallow vacuum drilling, consisting of a thin veneer of aeolian dune sands with variable thicknesses of underlying pisolitic lag and transported clays. Drilling established that the pisolitic lag was widespread and was of a good quality for effective sampling (a70869).

3.5.2 Orion JV Tenements Orion Metals Limited (Orion), through its wholly owned subsidiary Rich Resources Investments Pty Ltd, has been conducting exploration of the JV tenements (coloured pink in Figure 21), evaluating xenotime mineralisation in basal conglomerates of the Gardiner Sandstone outcrops, and orogenic gold mineralisation in Gardner Sandstone and Killi Killi Formation sediments since 2010. Initial work comprised a rock chip sampling program on Killi Killi East (KKE). In 2011, two RC drilling programs within E80/4197 at the Killi Killi West (KKW) prospect, and one small RC drilling program in E80/4029 at the KKE prospect were completed 46 holes for 2,221m. Weakly anomalous rare earth elements (REE) were intersected in drill holes, as well as significant gold values (Tuffin, 2014). In June 2011 a high resolution airborne geophysical survey was completed over the region and tenements. Southern Geoscience Consultants processed the data and images outlined the

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large zoned magnetic anomaly with a limited number of geophysical features. The two Killi Killi prospects were registered as “high” and “moderate” uranium anomalies and a number of subsidiary weaker radioactive anomalies were defined. Petrological and geochemical studies were undertaken of the Killi Killi project host rocks by K. Spring of Geochempet Services, and Prof. K.D. Collerson, of Uivak Pty Ltd, investigated the origins of the REE mineralisation (Tuffin, 2014). Work in 2012 involved surface geochemical rock chip sampling at the KKE prospect, and RC drilling program at both KKE and KKW. Rock chip sampling of conglomerate lenses at KKE returned encouraging REE assays, delineated a strike length of more than 1km of REE anomalism with totalled REE assays averaging 4,730ppm TREE. However the drill assay results from 24 RC drill holes were disappointing with little anomalous REE geochemistry returned. The mineralisation at KKE prospect did not appear to persist at depths to 40m or show lateral extent. Orion documented a possibility of a GPS datum discrepancy between the REE anomalous rock chip samples and the RC drilling, which will need to be investigated fully. At the KKW, RC drilling attempted to delineate the eastern extent of a broad anomalous gold zone as well as testing for REE mineralisation. The REE assays were disappointing, however limited gold mineralisation was intersected in 3 holes, with a best intercept of 8m @ 4.2g/t Au from 68m in KKO-116. In 2013 mapping at the KKW prospect investigated gold mineralisation in KKO-116 confirming that the outcropping shear zone was intersected (Tuffin, 2014). Consultants HDR Salva were engaged by Orion to research, compile and review available data on newly acquired tenements, to undertake interpretation and identification of REE and gold exploration targets. Their report concluded there was little gold prospectivity in E80/4558 (Fillmore et al, 2013). HDR Salva produced an regional geological interpretation solid geology map of the entire West Tanami region as part of this work. This interpretation is provided as Figure 26. No field work has been undertaken by Orion since 2013 due problems reaching an access agreement with the Tjurabalan native title group. Field work planned but never executed included surface geochemical sampling and mapping of both REE and gold targets; testing of outcrop and residual soils by hand held scintillometer (Tuffin, 2014).

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Figure 26 Regional Geological Interpretation Map - West Tanami Region (HDR Salva)

3.6 Exploration Potential and Targets The tenements hold significant potential for the discovery of orogenic gold mineralisation with numerous occurrences and deposits of this style occurring in the surrounding district several of which have been mined in the last 10 years. These deposits are hosted in similar stratigraphy to that of the Tanami West tenements, with a number of prospective structures having been interpreted and mapped as depicted in Figure 25. Previous explorers have largely focussed their attention to areas to the north and south, with lesser geochemical sampling, prospecting and drilling of over the project areas. PVW Resources has compiled available data from open file reports on previous exploration into a database. Figure 27 plots the collars of all drill holes recorded in this database over the bedrock geology map. It illustrates the relatively wide spacing of geochemical drilling. Indeport consider the tenements are under explored and that opportunities exist to identify new gold targets by undertaking regional and prospect scale exploration programs.

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Figure 27 Geological Map of the Tanami West Area showing Previous Drilling

3.6.1 Killi Killi West Gold Prospect In 2011 Orion drilled an RC program targeted at REE mineralisation at the Killi Killi West (KKW) prospect which was unsuccessful for REE but one hole returned an anomalous gold intersection. In 2012 Orion drilled an 8 hole RC drill hole program, KKO-109 – KKO-116 for a total of 940 metres, drilled on two north-south traverses to delineate the eastern extent of a broad anomalous gold zone identified by REE exploration. Drill hole samples comprised of 4m composite samples with 235 analysed at SGS laboratories. Orion intersected gold mineralisation in 3 RC drill holes, with a best intercept of 8m @ 4.2g/t Au from 68m in KKO- 116. Gold mineralisation was intersected in 3 of the 8 holes, as follows:  KKO-111 36 to 40m 4m @ 0.50g/t Au  KKO-113 56 to 60m 4m @ 0.50g/t Au  KKO-116 68 to 76m 8m @ 4.2g/t Au Collar statistics for the KKW RC drill holes are provided in Appendix 1, along with a listing of all significant intersections of the gold assay results. Commentary on the JORC Table 1 criteria for KKW exploration data are provided in Appendix 2. The gold mineralisation has been observed to be coincident with significant sericite alteration within a basal sandstone unit within the Gardiner Sandstone, which unconformably overlies the Lower Proterozoic Killi Killi Beds. Field mapping located a significant west-northwesterly trending shear/breccia zone within the Gardiner Sandstone coincident with the drill hole intersections (Creagh, 2013). Further work was recommended but remains to be undertaken.

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3.6.2 Minor Prospects Montecristo Prospect (E80/519033) In 2007 Tanami gold drilled 8 closely-spaced RAB holes (40m -100m) targeting a 1m at 9.3g/t Au intersection returned from a 2006 aircore hole near the Montecristo prospect. Another eleven RAB holes tested interpreted structures in conjunction with previously generated elevated arsenic values in the area south west of the Montecristo prospect. The assay results were disappointing with most holes returning a maximum gold value of 5 to 25ppb. The best assay value of 79ppb came from TRB 569. No further drilling was recommended (a81626). Under a thin unconsolidated cover E80/2133 is interpreted to be underlain by Killi Killi Formation bedrock, a granite intrusion to the southwest and Gardner Sandstone to the northeast. Previously isolated elevated gold assay results (max 9.3ppm) were returned, showing the potential for gold mineralisation, but no further significant results occurred in the follow up drilling. The 2011 systematic drilling, on a 800m x 400m spaced grid, stepped away from this area to target undrilled and geophysical prospective neighbouring areas. A total of 51 AC holes for 3,044m were completed. Apart from one isolated elevated assay result of 2.33g/t no significant Au anomalies were returned. The highest gold assay result was 2.33g/t for a 4m composite sample from a depth of 48m in hole MCAC0006 (a093258). Killi Killi REE Prospects (E80/4197) Orion targeted the basal conglomerate of Gardiner Sandstone containing xenotime mineralisation at the Killi Killi East and West prospects. Exploration results were described above in Section 3.5.2. RC drilling followed up encouraging surface geochemistry, however, the results provided little to support a hydrothermal origin for the REE, with anomalism being largely confined to the basal conglomerate of the Gardiner sandstone that has limited aerial extent. The observed mineralisation is probably originally a detrital mineral subsequently remobilised within a narrow east-west trending palaeochannel (Creagh, 2013). PVW Resources do not intend to pure REE exploration. 3.7 Exploration Strategy PVW Resources has indicated to Indeport that they will undertake a systematic, staged approach to exploration focusing only on gold and based on an orogenic model of deposit formation. No exploration for REE will be undertaken. As the northern tenements are yet to be granted and access agreements require negotiation for the Orion JV tenements, on ground work will not be undertaken until year 2, with near term activities confined to data compilation, synthesis and target generation. Conjunctive 4D modelling of the available geological, geochronological, and geophysical data by Joly et al. (2010) led to the development of a new structural map of the region (Figure 25). Subsequent research undertaken at the Centre for Exploration Targeting (Joly et. al., 2012) on the Granites-Tanami Orogen has yielded conclusions and target maps relevant to exploration targeting for orogenic gold deposits in the project area (refer Section 3.3.1 above). PVW Resources has indicated to Indeport that this research will provide a basis for their evaluation and targeting work on the Tanami West project. Indeport considers that the exploration strategy proposed by PVW Resources is consistent with the mineral potential of the Tanami West project. In Indeport’s opinion, further exploration of the Tanami West area is warranted.

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4. GORDON SIRDAR PROJECT 4.1 Location The Gordon Sirdar project is centred 15km north of Kalgoorlie in Western Australia (Figure 28). The tenement is located on the join of four 1:100,000 map sheets: Kalgoorlie 3136, Bardoc 3137, Kanowna 3236 and Gindalbie 3237; and the join of two 1:250,000 map sheets: Kalgoorlie SH51-9 and the Kurnalpi SH51-10. Access to the project area via the Goldfields highway with access within the project area is through flat terrain and open vegetation using mining, station and exploration tracks. The main land uses are cattle grazing and mining. The project covers portions of the Mt Vetters Pastoral Lease in the Kalgoorlie Shire. Excellent infrastructure exists in the area, being located to a major mining centre. A number of gold processing plants are situated close to the project tenements. Figure 28 Gordon Sirdar Project Tenement Location Map

4.2 Tenure The project consists of 3 granted exploration licences and 5 prospecting licence applications with a total area of approximately 90km2. The licence details are listed in Table 3 and their location is shown in Figure 28.

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Table 3 Tenement Schedule - Gordon Sirdar Project

Tenement Registered Holder Area Area Status End Date Expenditur ID Unit e E27/571 Bell Bay Investments/Totode Pty 7.1 km2 Granted 28/12/2021 $20,000 Ltd E27/570 Bell Bay Investments/Totode Pty 2.9 km2 Granted 28/12/2021 $15,000 Ltd E27/614 PVW Gordon Sirdar Pty Ltd 71.0 km2 Application N/A N/A P24/5290 PVW Resources NL 1.60 km2 Application N/A N/A P24/5291 PVW Resources NL 1.91 km2 Application N/A N/A P24/5292 PVW Resources NL 1.96 km2 Application N/A N/A P24/5293 PVW Resources NL 1.99 km2 Application N/A N/A P24/5293 PVW Resources NL 1.96 km2 Application N/A N/A

Notes: Specific details regarding the tenements and any material agreements pertaining to them are available in a dedicated section within the Prospectus. 4.3 Geology and Mineralisation The Gordon Sirdar project is located in the Boorara Domain of the Kalgoorlie Terrane within the Yilgarn Craton, the geology of this region has been described above in Section 2.3.1 and illustrated in Figure 3. A simplified interpretation of the geology of the area immediately surrounding the project tenements is shown in Figure 29.

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Figure 29 Interpretive Geology of the Gordon Sirdar Area showing Major Deposits

The eastern tenements (E27/570 & 571) cover greenstone lithologies of the Boorara Domain dominated by ultramafic, mafic and felsic volcanic rocks that are thrusted against the massive granite body known as the Scotia Kanowna Batholith. The larger tenement (E27/614) and the 5 prospecting licences cover the southern portion of the Scotia Granitoid. The Scotia-Kanowna batholith is interpreted to be located within the core of a major north- northwest striking Scotia-Kanowna anticline. Regional stratigraphy consists of lower tholeiite overlain by an ultramafic komatiitic flow sequence, which is succeeded by felsic volcanic- epiclastic rocks. The regionally recognised deformation history comprises alternating periods of compression and generally more localised extension. Early extension was followed by the first compressional phase of deformation, D1, which produced recumbent folding and regional- scale thrusting. Localised extension occurred next followed by a major phase of east- northeast to west- southwest compression, D2 that resulted in large-scale, upright F2 folds and production of a sub-vertical cleavage, S2. Subsequent localised extension was succeeded by D3 east (northeast) to west (southwest) regional shortening that caused transcurrent faulting and associated en echelon folding. Local east-west extension, potentially related to post-metamorphic orogenic collapse, was followed by the final major deformation, D4, which produced oblique dextral/reverse faults. Granitic rocks were emplaced throughout this deformation history and peak regional metamorphism has been interpreted as occurring during D3 (Swager, 1997).

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Figure 30 Outcrop Geology Plan of the Gordon Sirdar Project

An outcrop geology map of the Gordon Sirdar area (Figure 5) shows that much of the project area is blanketed by Cenozoic sand, palaeochannel and lake deposits which mask the Archean basement. An alluvial channel crosses the centre of the project, draining into the King of the West Lake. The cover is generally shallow (0.5 – 10m) although the Roe palaeo-drainage system is infilled with up to 70m of Eocene aged sediments. Archaean outcrop is limited to subcrop exposure of mafic metavolcanics with granitoid intrusives in the southeast corner. Better outcrop occurs under the 2 eastern tenements of the project located in the Mulgarrie Mining Centre. Mapped units (GSWA, 2015) include the Golden Cities Granodiorite, Nine Mile Monzogranite, Scotia Basalt, Highway Formation and Black Flag Group. Four main Archaean lithological types outcrop: granites, tholeiitic basalts, talc-carbonate and chlorite-carbonate altered ultramafics rocks with rare interflow sediments. Regional stratigraphy dips 35-40° towards 050° and is cross cut by regional fabric dipping at 35-40° towards 035°. Two phases of porphyry intrusions have been recognised; pre- to syn-deformation intrusions which parallel regional foliation and north-easterly striking, cross-cutting porphyries. Proterozoic intrusive dykes intrude the Archaean sequence. Gold mineralisation is predominantly associated with quartz-carbonate stockwork veining within highly carbonated, ultramafic

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rock. The area is covered by pisolitic soils and overlain by 1 to 5m of transported clays in places (WAMEX a91707).

4.3.1 Regional Mineral Deposits Figure 29 illustrates that the Gordon Sirdar project is situated in a region which contains significant past and present gold mines. The Kanowna Belle and Paddington mines are significant current gold operations with ore processing facilities. Modern mines have operated in the Woodcutters/Golden Cities, Mulgarrie and Broadarrow mining centres with considerable past gold production. Numerous smaller historical gold mines and prospects form the Kanowna, Gordon, Mulgarrie, Paddington and Broadarrow historical mining centres. These are all considered to be orogenic gold deposits typical of the richly endowed greenstone belts of the Eastern Goldfields. As the majority of PVW Resources’ tenements are underlain by granitoid lithologies, Indeport consider the Woodcutters group of gold deposits are the most significant nearby mineralisation to their prospectivity. The Woodcutters goldfield (also known as Golden Cities) is located approximately 35km north of the project area and is one of the largest granite hosted Archaean gold systems in WA. These are interpreted to be of the orogenic lode deposit style, even though not hosted in greenstone, as is the norm for orogenic gold deposits. Historic production for the Woodcutters field is recorded at 1.4Moz of gold at an average grade of 1.5g/t Au. At the Federal deposit, gold is hosted by granodiorite, 6km from the nearest mapped contact with greenstones. Host lithologies comprise hornblende-biotite granodiorite and monzodiorite of the Scotia Granitoid. Mineralisation is structurally controlled within a northeast-dipping shear zone (Zhou et. al., 2003). The major north- northwest striking Scotia-Kanowna anticlinal hinge trends south from the Woodcutters field through the Gordon Sirdar project as shown in Figure 29. 4.4 Exploration History Since the discovery of gold in Kalgoorlie in 1893, the surrounding area has been subject to intense prospecting and gold mining. The project tenements will have been thoroughly prospected by traditional methods over many years. They have been continuously held under tenure by various exploration companies and prospectors since the nickel boom exploration phase of the late 1960's. However surprisingly little effective exploration has occurred over much of the project area. Jackson Minerals compiled the exploration history of the area in their 2012 surrender report for E27/332 (WAMEX a97937) and the following is summarised from this work. BHP Minerals held the area in the early 1970s undertaking initial mapping at 1:50,000 scale, followed by wide spaced (1km) RC drilling around Lake Paddock Dam area on E24/2 targeting auriferous palaeochannel deposits with 14 vertical holes for 206m drilled between King of the West Lake Playa and Lake Paddock. Cenozoic sediments were intersected consisting predominantly sandy clays. Archean bedrock of greywacke, quartz porphyry, granite were generally intersected at shallow depths. The results indicated slight gold anomalism (>0.1ppm Au) from Cenozoic sediments. Assaying of bedrock materials returned widespread low level anomalism (>0.2ppm Au) associated with quartz veins and pyrite. Tern Minerals explored the area in 1985-1986 undertaking RAB drilling around the Kings of Clubs and King of Kings workings and costeaning a northwest-trending shear zone over 200m length. Workings were sunk on two shears (<5m wide) with sampling returning low level gold anomalies.

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Summit Gold (1995-1990) conducted a low level aeromagnetic survey and permitted the Broad Arrow mine to drill 10 percussion holes for 302m, which lead to a water production bore being established for the Broad Arrow Mill. The hydrogeology Division of the Mines Department drilled water bores plus two diamond core holes (KRK4-5) for a total of 85.67m in 1988 as part of their regional drilling for water resources. Galtrad/Galbraith JV (1991-1993) undertook resampling of GSWA water bores (KRK2, 3, 6-8, 10). The most significant assay was 0.11ppm Au in hole KRK3 from 39-42m in brownish sand. Several trial lines of airborne electromagnetic survey and multispectral scanning of the tenements by Geoscan Pty Ltd was undertaken. Majestic Resources (1992-1993) undertook resampling of old RAB holes (origin unknown), a ground magnetic survey, rock chip sampling (36 samples), soil sampling (33 samples) and aircore drilling. Exploration was carried out over three geological targets located in the northwest, southwest and southeast of the project areas. Two aircore holes were drilled to check for alluvial gold in a creek bed draining from workings to the north. Further aircore drilling (15 holes) was conducted to a depth of 3m and spaced 40m apart. Sampling of quartz veins at King of the West Lake produced peak values of 60ppb and 20ppb. Reefton Mining (1994-1996) explored for both palaeochannel and orogenic gold. They undertook geological and regolith mapping at 1:25,000 scale and the collection of 357 soil samples over 12 wide spaced reconnaissance soil traverses were completed. They concluded that soil sampling was ineffective in areas of Quaternary sand cover. Reefton drilled 15 RC holes along four fences for 800m into a structural target. A fence of 7 holes (KRC1-7) of 40m depth was drilled in the southwest target beneath an anomaly of 22ppb Au coincident with several northwesterly trending quartz veins. All holes intercepted granite, strongly weathered to a depth of 30-35m. Quartz veining was relatively poorly developed with sulphides noticeably absent and all assays <0.1g/t Au. Three fences of holes of 40m depth were drilled in the southeast area targeting two sub-parallel gold anomalous soil contours. The geology of this area consists of intrusive granite with interleaved dolerite, basalt and both felsic and intermediate porphyries plus a shallowly dipping northeast striking quartz vein. Despite strong weathering and limonite/pyrite staining of the rocks surrounding the quartz vein, assay values were disappointing. A strongly anomalous intersection occurred in fine grained metadolerite with minimal quartz veining hosting pyrite in KRC14. Reefton’s palaeochannel drilling was successful in clarifying the tract of the palaeochannel over the project area and confirmed anomalous gold in multiple holes within channel sediments. The majority of the anomalous intercepts were within alluvial sands at depths of up to 54 metres. A strongly mineralised intersection over 6m in the underlying granite bedrock in hole PA4/5 was not followed up. North Limited conducted gold exploration over the area during the mid 1990's. Soil sampling (184 samples) on 500m x 500m spacings, with some 200m x 200m follow-up returned a weakly gold anomaly in the north eastern region of the project with a peak gold value of 32ppb Au. Reconnaissance aircore drilling campaign comprising of 17 holes for 1041m targeting the gold-in-soil anomaly. The drilling intersected highly weathered granitic bedrock, underlying Cenozoic lacustrine clays and channel sands. Anomalous gold values up to 225ppb Au were returned from the transported overburden and one anomalous value of 2m @ 53ppb Au was returned from granitic bedrock. The base lacustrine clays overlying channel sands was identified as a preferential mineralised horizon. Centaur Mining & Exploration farmed into Reefton’s tenements and continued exploration (1996-1998). Reconnaissance aircore drilling (58 holes) was carried out in the west and central portion of their E27/332. No reasons were given in the report for the selection of

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drilling targets. The aircore program returned interesting results with 18 intersections (+1m) with anomalous gold scattered through 15 aircore holes. Jackson Minerals/Fe Limited held E27/332 covering the southern portion of the Gordon Sirdar project from 2007-2012 and compiled previous exploration results but undertook no field work or surveys (WAMEX a97937). Paddington Gold conducted extensive exploration over their Mulgarrie Project earlier this decade including soil and auger geochemistry, geophysical interpretation and RC drilling (WAMEX a91707). Northern Star Resources explored P27/1882 from 2009 to 2017 undertaking project reviews, soil sampling and aircore drilling (WAMEX a115720). Maddison Resources held the southern portion of the project area under E27/407 earlier this decade but undertook no field work (WAMEX a91746). Dalla Costa held much of the project area under E27/525 from 2014 to 2018 but no reports have been released to open file as yet. 4.5 Current Exploration Since acquiring the project PVW Resources has undertaken compilation of past exploration data, construction of a database of historical drill data and GIS development. 4.6 Exploration Potential and Strategy The Gordon Sirdar project is positioned in a prospective location in terms of a regional geological and mineralisation setting, occurring within the Boorara Domain of the Kalgoorlie Terrane within the Yilgarn Craton with numerous significant gold deposits located within a 10km radius of the project boundaries. There is potential for delineation of targets through exploration over areas where prospective Archaean lithologies are concealed under extensive but shallow Cenozoic cover. No known gold deposits exist within the project tenements, however drilling by previous explorers has identified secondary gold mineralisation in alluvial sediments in the Roe palaeo-drainage. The eastern tenements are located in the Mulgarrie Mining Centre where historical mining has exploited primary gold mineralisation associated with quartz veins in ultramafic schists. Immediately west of the main tenement, the small King of Kings Mine hosts gold mineralisation a northwest-trending shear zone within an ultramafic xenolith in granite. The project area is traversed by the Scotia-Kanowna Anticline a significant regional structure, while the Kanowna Shear passes through the southwestern edge of the tenements (Figure 29). Subtle smaller structures are interpreted to be present from the aeromagnetic data (Figure 31). Numerous smaller historical gold mines and prospects are dotted through the Kanowna, Gordon, Mulgarrie, Paddington and Broadarrow historical mining centres (Figure 29) providing conclusive evidence that significant volumes of mineralising fluids have passed through the area during the Archaean with the deposition of major orebodies at Kanowna Belle to the southeast and Paddington to the northwest.

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Figure 31 Aeromagnetic Image of the Gordon Sirdar Region

Total Magnetic Intensity (TMI) with shading from the northeast Covering mainly granitoid rock types has deterred gold exploration over the Gordon Sirdar tenement area in the past, as granites host far less gold than greenstones in the Yilgarn. However, some 35km north of the project area, lie the Woodcutters deposits, a large granite hosted Archaean gold systems. These are interpreted to be of the orogenic lode deposit style, even though not hosted in greenstone, as is the norm for orogenic gold deposits. Historic production for the Woodcutters field is reported as 1.4Moz of gold. Indeport considers the Gordon Sirdar tenements to hold significant prospectivity for orogenic style gold deposits in both granite and greenstone lithologies.

4.6.1 Exploration Strategy PVW Resources has indicated to Indeport that they will undertake a systematic, staged approach to their exploration program focusing on gold. Being very close to Kalgoorlie, significant previous prospecting and mineral exploration has been undertaken across the project area for over 100 years. PVW Resources will maximise the usefulness of this asset by undertaking thorough research in compiling and analysing the available historical data, developing an exploration database, field checking anomalies and undertaking a structural analysis and targeting exercise. They will then develop appropriate programs to test concepts and targets. Specific exploration technologies under consideration include magnetic surveys, gravity surveys, plus aircore and/or RC drilling through cover and regolith to obtain fresh rock samples for multi-element analysis and mineral alteration studies. Indeport considers that the exploration strategy proposed by PVW Resources is consistent with the mineral potential and status of the Gordon Sirdar project.

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5. BRILLIANT WELL PROJECT 5.1 Location The Brilliant Well project is centred approximately 600km north of Perth and 40km north of Leonora in the Mt Margaret Mineral Field of Western Australia (Figure 1). It is situated on the Leonora (SH51-1) 1:250,000 map sheet and the Weebo (3141) 1:100,000 map sheet. The project in on the Tarmoola Pastoral Lease in the Leonora Shire and lies within the Mt Margaret Mineral Field. Access to the project area is via the Goldfields Highway, with pastoral, mining and exploration tracks providing access off the highway through relatively flat terrain and open vegetation. The main land uses are cattle grazing and mining. Some infrastructure exists in the area, with Leonora the nearest source of supplies. Several operating mines and mineral processing plants are situated close to the project tenements. 5.2 Tenure The project consists of one granted exploration licence with an area of 59.6km2. The licence details are listed in Table 4 and their location is shown in Figure 2 in Section 2.1. PVW Resources has secured an agreement with the registered owners to purchase this tenement. Table 4 Tenement Schedule

Tenemen Registered Holder Area Area Status End Date Expenditure t ID Unit E37/1254 Silverstone Resources Pty Ltd 59.6 km2 Granted 2/7/2022 $ 20,000 and Thomas Geoffrey Williams Notes: Specific details regarding the tenements and any material agreements pertaining to them are available in a dedicated section within the Prospectus. 5.3 Geology and Mineralisation The Brilliant Well project is located in the Leonora region, within the Agnew-Wiluna greenstone belt of the Archaean Yilgarn Craton, the geology of which has been described above in the Mt Clifford Section (2.3.1 and 2.3.2) with a simplified interpretation of the regional geology. The project’s tectonic-stratigraphic setting is the Kurnalpi Terrane of the Eastern Goldfields Superterrane. Figure 4 and Figure 5 show the regional geology, based on the GSWA’s recently completed East Yilgarn Stratigraphy Project and the associated seamless bedrock stratigraphic interpretation across the Eastern Goldfields Superterrane at 1:100,000 scale. These figures highlight the location of the major mines, deposits and prospects in relation to the project. An interpretive geology plan of the Brilliant Well Project based on this GSWA geology is presented in Figure 32. The Teutonic Bore and Jaguar volcanogenic massive sulphide copper-zinc deposits are located approximately 10km west of the Brilliant Well project, and the King of the Hills and Thunderbox gold camps are located 20km southwest and 40km northwest, respectively. Project straddles the contact between the extensive Bundarra granite pluton, a large body of biotite Monzogranite, and greenstone stratigraphy to the west. The north-northeast trending Deep Well Shear Zone cuts through the project area, as a prominent zone along the granite- greenstone contact Most of the project area is covered by a thin to moderately thick cover of transported material, associated with the surface drainage pattern in the area and in general the underlying Archaean geology is not exposed. Consequently Archaean stratigraphy and

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lithologies are interpreted from aeromagnetic data and limited data from previous exploration drilling programs.

Figure 32 Interpretive Geology Plan of the Brilliant Well Project

Much of the northern and south eastern parts of the tenement area are underlain by granitoid intrusive rocks. Previous drilling, particularly in the northwest near Christmas Well, identified gold anomalies possibly associated with northwest-southeast structures, indicating that the granite terrain is prospective for gold. In the west and particularly the southwest, both granitoid and greenstone rocks are present, (although these are incorrectly shown as granite on the GSWA interpretation in Figure 32). Greenstone rocks, including basalt, porphyritic basalt, dolerite, gabbro, felsic to intermediate volcanic rocks and sedimentary rocks and chert have been intersected in drill holes by previous explores. These rocks are sheared in some drill holes, indicating the position of the Deep Well Shear Zone. In the vicinity of Madman Well, aeromagnetic data suggest the presence of ultramafic rocks adjacent to the shear zone. Alteration zones intersected in previous shallow drilling within the Deep Well Shear Zone are characterised by sericite, quartz veining and minor oxidised sulphide. The shear zone and several sub-parallel structures to the east in the central portion of the project area are prospective targets which have attracted minimal exploration to date. Aeromagnetic data has indicates several other prominent structures at various orientations, which intersect the Deep Well Shear Zone and may be prospective for gold (Figure 6).

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5.4 Mining History No historical mine production is recorded from within PVW Resources’ Brilliant Well tenement area. The Brilliant Well record in the GSWA’s MINEDAT database (Figure 32) is a drill prospect. 5.5 Exploration History The exploration history for the broader region surrounding Brilliant Well has been described above in the Mt Clifford Section (2.6). However the tenement area itself has received a significantly lower level of attention from previous explorers due to the dominant lithology being Archaean granites with limited greenstone present. The following description of previous exploration is taken from Rohde, 2014 (WAMEX a 100742) after Otterman, 2006. Modern exploration of the Brilliant Well project area commenced in 1971 with Hawkestone Minerals drilling 6 holes in the Madman Well area. Hawkestones’ drilling tested concealed aeromagnetic anomalies and intersected quartz-magnetite diorite and gabbro but no mineralisation. Between 1989 and 1991 Golden Deeps Ltd and Placer Exploration Ltd in joint venture, carried out regional exploration mainly outside of the project area and identified northeast- southwest trending, gold bearing gossanous quartz veining about 2km east of Deep Well. During 1998 and 1999, Voyager Gold and Delta Gold in joint venture explored an area south of Madman Well. Ground water sampling, soil sampling, RAB drilling (31 holes; 1,798 metres) and aircore drilling (81 holes; 5,149 metres) was conducted. A gold and arsenic trend coincident with the interpreted position of the Deep Well Shear Zone was defined by the drilling and anomalous silver, copper and zinc values were also intersected. Although some infill drilling was carried out, on lines spaced at 400m and 200m, some anomalous intersections, particularly along the southern part of the anomaly, remain on lines at one kilometre spacing. The best intersections were recorded in hole TDA15 where anomalous gold, copper, zinc and silver values were returned. No further work was completed. Strata Mining Corporation completed a vacuum soil sampling program to test the southern extension of the Deep Well Shear south of the Voyager-Delta RAB and aircore drilling in 2000, with 102 samples were collected on a 200 by 50m grid. Several low order anomalies were defined, and a best result of 13.2ppb Au returned. No further work was carried out. Brumby Resources held E37/799 and E37/820 over the project area from 2006 to 2015, with Independence Group (IGO) exploring in JV from 2012 to 2013. Their initial exploration work consisted of reconnaissance, acquisition of airborne geophysical survey data, orientation soil sampling, a VTEM geophysical survey which identified 14 targets and aircore drilling (28 holes; 1,446m) which defined several anomalous gold intercepts, the best in BRW003 and elevated copper and zinc results in BRW026. In 2010 Brumby completed a 33 hole RC drilling program (2515m) to delineate the strike length, width and depth extensions of anomalous intersections in their 2007 aircore drilling at 3 area: Thunderpit, 3-Ayes and Bengal prospects. At 3-Ayes, drill hole BWRC043 returned a significant gold intersection which was marked for followed-up. At Thunderpit, anomalous gold mineralisation of greater than 0.1g/t Au was intersected in several drill holes. At Bengal, the best intersection returned 11m of anomalous copper from 46m. A several RC programs followed up at both the 3-Ayres and Bengal prospects without success. No economic sulphides were intersected at the Bengal prospect and the copper-zinc anomaly was interpreted as regolith enrichment of mafic volcanics. An orientation biogeochemical sampling program was carried out by IGO over the Bengal prospect, taking samples at nominal 500m intervals of mulga trees foliage. A total of 159

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mulga leaf samples were collected and analysed by Genalysis Laboratory Services in Perth for the biogeochemical analytical suite, BG/OM01. Results were inconclusive. IGO carried out a moving loop EM survey over an area of coincident copper and zinc anomalism highlighted by previous drilling; and 10 aircore holes (678m) at the Bengal prospect (WAMEX a 100742). 5.6 Current Exploration Since acquiring the Brilliant Well project PVW Resources has undertaken compilation of past exploration data, construction of a database of historical drill data and GIS development. 5.7 Exploration Potential and Targets The granitoid rock types of the Brilliant Well tenement area has deterred gold exploration in the past, as granites host far less gold than greenstones in the Yilgarn. However, recent exploration has identified some greenstone lithologies under shallow cover in areas previously interpreted as granite. Also, a number of gold occurrences and historical working to the north of the project area are granite hosted. This is a similar situation to PVW Resource’s Gordon Sirdar project. Indeport considers the Brilliant Well tenements to hold prospectivity for orogenic style gold deposits in granite lithologies. The Brilliant Well project covers a large area of Archaean granite – greenstone terrain within a mineralised province well known for its deposits of gold, nickel and base metals. The property contains both major and minor structures with associated gold and, to a lesser extent, base metal anomalies which to date have only been lightly explored. Exploration carried out so far can be considered to be of a preliminary nature. The north-northeast trending Deep Well Shear Zone representing a prospective target for gold and base metal mineralisation. 5.8 Exploration Strategy PVW Resources has indicated to Indeport that they will undertake gold focused exploration over the Brilliant Well tenement. This will involve thorough research in compiling and analysing the available historical exploration data, developing an exploration database, field checking anomalous localities, assessing the economic potential of known prospects and developing targets for on ground exploration. Being granite hosted, the targeting will focus on structural interpretation. Indeport considers that the exploration strategy proposed by PVW Resources is consistent with the mineral potential and status of the Brilliant Well project.

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6. PLANNED EXPLORATION EXPENDITURE PVW Resources has provided to Indeport their proposed exploration expenditure for the two year period following the capital raising, which is summarised in Table 5 for the event of a minimum subscription and Table 6 for the maximum raising.

Table 5 Budget for PVW Resources Exploration Projects – Minimum Subscription

Project Year 1 Year 2 Total Budget $ $ $

Mt Clifford & Brilliant Well 1,405,543 912,756 2,318,299

Tanami West 936,071 334,004 1,270,075

Gordon Sirdar 103,071 410,004 513,075

Grand Total 2,444,685 1,656,764 4,101,449

Table 6 Budget for PVW Resources Exploration Projects – Maximum Subscription

Project Year 1 Year 2 Total Budget $ $ $

Mt Clifford & Brilliant Well 2,005,543 1,512,756 3,518,299

Tanami West 1,286,071 334,004 1,620,075

Gordon Sirdar 103,071 410,004 513,075

Grand Total 3,394,685 2,256,764 5,651,449

Indeport considers that the proposed exploration budget is consistent with the mineral potential and status of the projects. The proposed expenditure is sufficient to meet the costs of the exploration programs proposed and to meet statutory tenement expenditure requirements.

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7. REFERENCES ASIC, 2007. Australian Securities and Investments Commission, Regulatory Guide 111, Content of Expert Reports. Bagas, L., Huston, D.L., Anderson, J., Mernagh, P.T., 2007. Paleoproterozoic gold deposits in the Bald Hill and Coyote areas, Western Tanami, Western Australia. Miner. Deposita 42 (1–2), 127–144. Bagas L 2009: Palaeoproterozoic evolution of the Killi Killi Formation and orogenic gold mineralisation in the Granites-Tanami Orogen, WA. Ore Geology Reviews 35 pp 47-67. Baxter, J.L., 1974. Geological Survey of Western Australia, 1:250 000 Geological Series Explanatory Notes, Murgoo, Western Australia, 23 pp. Cassidy, K.F., Champion, D.C., Krapez, B., Barley, M.E., Brown, S.J.A., Blewett, R.S., Groenewald, P.B. and Tyler, I.M., 2006. A revised geological framework for the Yilgarn Craton, Western Australia: Geological Survey of Western Australia, Record 2006/8, 8 pp. Cawood, P.A., and Tyler, I.M., 2004. Assembling and reactivating the Proterozoic Capricorn Orogen: lithotectonic elements, orogenies, and significance: Precambrian Research, v. 128, p. 201–218. Champion, DC, 2006, Terrane, domain and fault system nomenclature, in 3D Geological Models of the Eastern Yilgarn Craton – Y2 Final Report pmd*CRC edited by RS Blewett and AP Hitchman: Geoscience Australia, Record 2006/4, p. 19–38 [DVD-ROM]. Collerson, K. D., 2011. Assessment of Petrology and Geochemistry of Rare Earth Mineralization in the Killi Killi Hills, Western Australia, Uivak Pty Ltd consultant’s report to Orion Metals Limited, December 2011. Creagh, C., 2013. Annual Report to the DMP, Killi Killi Project E80/4029, E80/4197 West Tanami, From 1 January 2012 to 31 December 2012, Orion Metals Ltd. Crispe, A.J., Vandenberg, L.C. & Cross, A.J. 2002. Geology of the Tanami Region. Annual Geoscience Exploration Seminar, Record of Abstracts. NTGS Record 2002-0003, p. 1-5. Dean, A.A. 2001. Igneous rocks of the Tanami Region. NTGS Record 2001-003. Barley, M. E., Brown, S. J. A., Cas, R. A. F., Cassidy, K. F., Champion, D. C., Gardoll, S. J. & Krapez, B., 2003. An integrated geological and metallogenic framework for the eastern Yilgarn Craton: developing geodynamic models of highly mineralised Archaean granite–greenstone terranes. Australian Minerals Industry Research Association Report 624. Dentith, MC, Johnson, SP, Evans, S, Aitken, ARA, Joly, A, Thiel, S and Tyler, IM, 2014. A magneto telluric traverse across the eastern part of the Capricorn Orogen: Geological Survey of Western Australia, Report 135. Drummond, B.J., Goleby, B.R. and Swager, C.P., 2000. Crustal signature of Late Archaean tectonic episodes in the Yilgarn Craton, Western Australia: evidence from deep seismic sounding: Tectonophysics v. 329, pp. 193– 221. Fillmore, B., Goon, S. & Meiklejohn, C. 2013. Independent Assessment and Target Generation Report. Unpublished report compiled by HDR Salva Resources Pty Ltd for Orion Metals Ltd. Gee R.D., Baxter J.L., Wilde S.A. & Williams I.R., 1981. Crustal development in the Archaean Yilgarn Block, Western Australia, Geol. Soc. Aust., Spec. Publ., 7, 43-56. Groenewald, P.B., Painter, M.G.M., Robert, F.I., McCabe, M., and Fox, A., 2000, East Yilgarn geoscience database, 1:100 000 geology Menzies to Norseman — An explanatory note: Western Australia Geological Survey, Report 78, 53p. Huston, D.L., Vandenberg, L., Wygralak, A.S., Mernagh, T.P., Bagas, L., Crispe, A., Lambeck, A., Cross, A., Fraser, G., Williams, N., Worden, K., Meixner, T., Goleby, B., Jones, L., Lyons, P., Maidment, D., 2007. Lode gold mineralization of the Tanami Region, northern Australia. Miner. Deposita 42 (1–2), 175–204. Joly, A., McCuaig, T.C., Bagas, L., 2010. The importance of early crustal architecture for subsequent basin- forming, magmatic and fluid flow events. The Granites-Tanami Orogen example. Precambrian Res. http://dx.doi.org/10.1016/j.precamres.2010.06.012. Joly, A., Porwal A and McCuaig, T.C., 2012. Exploration targeting for orogenic gold deposits in the Granites- Tanami Orogen: Mineral system analysis, targeting model and prospectivity analysis: Ore Geology Reviews 48 (2012) 349–383. JORC, 2012. Australasian Code for Reporting of Mineral Resources and Ore Reserves (The JORC Code) prepared and jointly published by: The Joint Ore Reserve Committee of the Australasian Institute of Mining and Metallurgy, Australian Institute of Geoscientists and the Minerals Council of Australia (JORC) The JORC Code 2012 Edition - Effective 20 December 2012 and mandatory from 1 December 2013 (Published December 2012).

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McCuaig, T.C., Beresford, S. and Hronsky, J., 2010. Translating the mineral systems approach into an effective exploration targeting system: Ore Geology Reviews, v. 38, pp. 128–138. MWH, 2015. Coyote Gold Mine – Stage 2, Bald Hill, 2014-2015 Annual Compliance Assessment Report, Ministerial Statement No. 749, Prepared for Tanami Gold NL by MWH Australia Pty Ltd; 17 April 2015. In http://www.tanami.com.au/operations/coyote-gold-project/compliance-reports.html. Pawley, M.J., Wingate, M.T.D., Kirkland, C.L., Wyche, S., Hall, C.E., Romano, S.S. and Doublier, M.P., 2012. Adding pieces to the puzzle: episodic crustal growth and a new terrane in the northeast Yilgarn Craton, Western Australia: Australian Journal of Earth Sciences: An International Geoscience Journal of the Geological Society of Australia, 59:5, 603-623, DOI: 10.1080/08120099.2012.696555. Premoli,C & Day,A. 1970. Report on exploration of T.R.5007H (WA). Company Report No. A1496, WA DMP. Unpublished Report by Queensland Mines Ltd. Ravensgate, 2016. Independent Geologist’s Report on the Mineral Assets of Kalamazoo Resources Limited; Report by Ravensgate International dated 9 Nov 2016; in Prospectus of Kalamazoo Resources Limited, lodged with the ASX on Nov 2016. Southern Geoscience Consultants, 2011. Killi Killi Preliminary REE-Au Targets. Report No. SGS2280 to Orion Metals Ltd. Tanami Gold, 2018. http://www.tanami.com.au/operations/coyote-gold-project.html. Tuffin, 2014. Annual Report to the DMP, Killi Killi Project E80/4029, E80/4197, E80/4558, E80/4559 West Tanami, From 13 December 2012 to 12 December 2013, Orion Metals Ltd Witt, W.K., 1993. Gold deposits of the Kalgoorlie-Kambalda-St. Ives areas, Western Australia: part 3 of a systematic study of the gold mines of the Menzies-Kambalda region. Zhou T, Phillips G N, Denn S, Burke S., 2003. Woodcutters goldfield: gold in an Archaean granite, Kalgoorlie, Western Australia. Australian Journal of Earth Sciences v50 pp 553-569. 7.1 WAMEX Open File Reports – Mt Clifford Project Project

WAMEX Tenement or Year Author Company/Operator Project Name Combined Reporting a-Number Number

A13994 1984 M Woodhouse BP Minerals Australia P/L Mt Clifford E37/10

A15619 1985 E Dechow Dechow & Co P/L Jungle Well P37/1169-1175

A15977 1985 J Cooke Tunax Resources NL Mt Clifford P37/1223

A19575 1986 E Dechow Dechow & Co P/L Jungle Well P37/1169-1172

A20378 1987 P G Onley CRA Exploration P/L Mt Clifford P37/1223

A24086 1988 W P Player Hillmin Gold Mines P/L Mt Clifford P37/1223

A24430 1988 M Woodhouse BP Minerals Australia P/L Mt Clifford E37/10

A27851 1989 W P Player Hillmin Gold Mines P/L Mt Clifford M37/182 E37/123, E37/148, A37082 1988 E Dechow Triton Resources Ltd Jungle Well M37/135, P37/2692-96, P37/2699-70, P37/2678-79 A40641 1994 M F Harris Dalrymple Resources NL Jungle Well E37/267 M37/135, P37/4095, A41029 1994 J T Nettle Triton Resources Ltd Jungle Well L37/52 A44199 1995 L Ryan Dominion Mining Ltd Mt Clifford P37/4441 E37/228, E37/237, A45061 1995 M F Harris Dalrymple Resources NL Mt Clifford E37/267, E37/270, E377/309, P37/5088-90 A50722 1997 C Rohde Australian Goldfields NL Jungle Well M37/135 E37/228, E37/237, E37/267, E37/270, A51486 1997 M F Harris Dalrymple Resources NL Mt Clifford E37/309, P37/5088-90, P37/5224, M37/616

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WAMEX Tenement or Year Author Company/Operator Project Name Combined Reporting a-Number Number

A52742 1997 M F Harris Dalrymple Resources NL Williams M37/182

A54622 1998 Consolidated Gold Mines Ltd Bannockburn M37/135 E37/228, E37/267, A58680 1999 D Richards Outokumpu Expl Aust P/L Mt Clifford P37/5088-90, MLA37/616, MLA37/812-3 A66287 2003 M C Kelly Jubilee Mines NL Bannockburn C489/1996

A68280 2004 M C Kelly Jubilee Mines NL Bannockburn C489/1996

A68655 2004 S Newton Scotia Nickel Ltd Mt Clifford E37/228, P37/5224

A70218 2005 D Brittliffe Breakaway Resources Ltd Bannockburn P37/4439, P37/4441 E37/228, E37/267, A70369 2005 D Thompson Scotia Nickel Ltd Mt Clifford E37/309 Mt A72294 2006 W Dix Scotia Nickel Ltd C268/1994 Clifford/Rattler/Wilson A75155 2007 N Castleden Breakaway Resources Ltd Mt Clifford P37/5088-89

A78315 2008 D Thompson Scotia Nickel Ltd Mt Clifford C268/1994 S Fitzgerald, A87928 2010 Norilsk Nickel Bannockburn C113/2005 D Thompson 7.2 WAMEX Open File Reports – Tanami West Project

WAMEX Year Tenement or a- Author Company/Operator Project Name Combined Reporting Number Number

A058083 1999 J Sinclair Acacia Resources Ltd Billiluna E80/1738 A058315 1999 P Large Acacia Resources Ltd Bramall Hills E80/1484 A060524 2000 K Rowsell AngloGold Australia Ltd Bramall Hills E80/1482-3 A064768 2002 K Rowsell AngloGold Australia Ltd Bramall Hills E80/1483 A064807 2002 K Rowsell AngloGold Australia Ltd Billiluna E80/1737 A066270 2003 P Large AngloGold Australia Ltd Western Tanami E80/1678 E80/2091, E80/1735, Barrick Gold of Australia E80/1976, E80/1986, A068079 2004 G Purcell Gardner Ltd E80/2037, E80/2091, E80/2390, E80/2509 Barrick Gold of Australia A069722 2004 G Purcell Killi-Killi Hills E80/2390 Ltd E80/2509, E80/2513, A070869 2005 C Rohde Tanami Exploration NL Western Tanami E80/2515 A073932 2006 C Rohde Tanami Exploration NL Killi Killi South E80/2390 A077802 2008 J Rohde Tanami Exploration NL Western Tanami C119/2002 A080561 2008 J Rohde Tanami Exploration NL Gardner E80/2091 A081626 2009 C Rohde Tanami Exploration NL Western Tanami C119/2002 A093258 2012 C Rohde Tanami Exploration NL Western Tanami C119/2002 A104410 2014 K Massi Tanami Exploration NL Western Tanami C119/2002

Independent Geologist’s Report – PVW Resources NL Page 61

7.3 WAMEX Open File Reports – Gordon Sirdar Project

WAMEX Year Company/Opera Tenement or Combined Author Project Name a-No. tor Reporting Number Centaur Mining & A56197 1998 M Y Van Kann Oxford P24/266, P24/2664-5 Exploration Ltd Centaur Mining & A56198 1998 M Y Van Kann Oxford P24/2665, E24/73 Exploration Ltd Centaur Mining & A56199 1998 M Y Van Kann Oxford P24/2665-6 Exploration Ltd A56709 1998 E G Estall Delta Gold Ltd Boomerang Dam P27/1442 A57877 1999 M I Taylor Croesus Mining NL Clay Pan Dam E24/62, M27/202 A59314 1999 B J Armstrong Delta Gold Ltd Gordons North M27/134 A59329 1999 B J Armstrong Delta Gold Ltd Boomerang Dam P27/1441-45 A60036 2000 W J Evans North Ltd Harper Lagoon E27/79 Centaur Mining & A60081 2000 M Y Van Kann West Lake E24/73, P24/2664-5 Exploration Ltd Goldfields E24/59,61, M24/464-5,523, A61333 2000 M House Paddington Exploration P/L M26/422,427-28, M26/431, A66215 2003 M Hill Jackson Gold Ltd Clay Pan Dam C294/3274 Centaur Mining & A69034 2004 S M Searston West Lake P24/2664 Exploration Ltd Placer Dome Asia A69252 2004 S M Searston Mulgarrie C17/1997 Pacific Ltd E24/62, M24/462, M27/202, A70365 2005 J Murphy Jackson Gold Ltd Clay Pan Dam P24/3274 A93772 2012 A Chai Fe Ltd Claypan North E27/332 Paddington Gold A94950 2012 K Miller Paddington C36/2009 P/L Northern Star A115720 2018 C Todd Kanowna P27/1882 (Kanowna) P/L Northern Star A116914 2018 C Todd Kanowna Regional C224/2007 (Kanowna) P/L 7.4 WAMEX Open File Reports – Brilliant Well Project

WAMEX Year Tenement or Combined a- Author Company/Operator Project Name Reporting Number Number

A58159 1999 A Davies Sons of Gwalia Ltd Madman Well E37/402-3 A58861 1999 P B Smith Delta Gold NL Three Tenors E37/424 A60944 2000 J M Westaway Sons of Gwalia Ltd Madman Well E37/402-3 A61341 2000 M R Spivey Strata Mining Corp NL Three Tenors E37/424 Teutonic Bore A62553 2001 P D Ellis Pilbara Mines Ltd E37/258, P37/4326 (Wendy’s Bore) A66500 2003 C I Watts Sons of Gwalia Ltd Argus C113/1999 A78827 2008 C Rohde Brumby Resources Ltd Brilliant Well JV E37/820, E37/831 A90441 2011 C Rohde Brumby Resources Ltd Brilliant Well JV E37/820, E37/799 A101742 2014 C Rohde Brumby Resources Ltd Brilliant Well JV E37/820

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8. LIST OF ABBREVIATIONS Ag Silver As Arsenic ASX Australian Securities Exchange Au Gold Bi Bismuth BLEG Bulk leach extractable gold Cu Copper DMP Department of Mines and Petroleum (Western Australia) EM Electromagnetic geophysical survey GPS Global positioning system g/t Grams per tonne HFSE high field strength elements ICP-OES Inductively coupled plasma - optical emission spectrometry IGR Independent Geologist’s Report JORC Joint Ore Reserves Committee 2012 Edition of the Australasian Code for Reporting of Exploration Results, Mineral Resources JORC Code and Ore Reserves JV Joint Venture K Thousand(s) km Kilometre(s) km2 Square kilometre(s) LAG A geochemical method based on sampling lag material m Metre(s) M Million(s) Ma Mega annum - 1 million years ago MAIG Member of the Australian Institute of Geoscientists MgO Magnesium oxide Ni Nickel NT Northern Territory oz Ounce (Troy ounce - measure of weight) ppb Parts per billion; a measure of concentration ppm Parts per million; a measure of concentration RAB Rotary air blast (drill hole) RC Reverse circulation (drill hole) REE Rare earth elements Sb Antimony t Tonne(s) TEM Transient electromagnetic geophysical survey TMI Total magnetic intensity TREE Total rare earth element (grade in ppm of all REEs analyses summed together) VHMS Volcanic hosted massive sulphide (mineral deposit classification) Code for the Technical Assessment and Valuation of Mineral and Petroleum Assets and Securities VALMIN for Independent Expert Reports W Tungsten WA Western Australian WAMEX Western Australian Mineral Exploration Reports database Zn Zinc

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9. GLOSSARY aeromagnetic A survey undertaken by helicopter or fixed-wing aircraft for the purpose of recording magnetic characteristics of rocks by measuring deviations of the Earth’s magnetic field. aircore drilling A relatively inexpensive drilling technique similar to RC drilling, in which the drill cuttings are returned to surface inside the rods. anomaly An area where exploration has revealed results higher than the local background level. Archaean The oldest geologic time period, pertaining to rocks older than about 2,500 million years. assay The testing and quantification metals of interest within a sample. auger Geochemical sampling technique involving the use of either a hand auger or a small drilling rig with an auger bit. Cenozoic The youngest geologic time period, pertaining to rocks younger than about 66 million years. 2− carbonate Rock or mineral dominated by the carbonate ion (CO 3), of sedimentary or hydrothermal origin, composed primarily of calcium, magnesium or iron and carbon and oxygen. Essential component of limestones and marbles. chlorite A green coloured hydrated aluminium-iron-magnesium silicate mineral common in metamorphic rocks. complex An intricate assemblage of geological units, typically in metamorphic or igneous terranes. Craton An old and stable part of the continental lithosphere. diamond drilling Drilling method employing a (industrial) diamond encrusted drill bit for retrieving a cylindrical core of rock. diorite A coarse-grained intrusive igneous rock that contains a mixture of feldspar pyroxene hornblende and sometimes quartz. domain Geological zone of rock with similar geostatistical properties; typically a zone of mineralisation dykes A tabular body of intrusive igneous rock, crosscutting the host strata at a high angle. fault A wide zone of structural dislocation and faulting. felsic Igneous rocks with a large percentage of light-coloured minerals such as quartz, feldspar, and muscovite. It is contrasted with mafic rocks, which are relatively richer in magnesium and iron. gabbro A black coarse-grained intrusive igneous rock that is the compositional equivalent of basalt. geochemical Pertains to the concentration of an element. geochronological The science of determining the absolute age of rocks. Dating methods involve measuring the amount of radioactive decay of a radioactive isotope with a known half-life. geophysical Exploration methods which measure the physical properties of a rock mass. gneiss A common metamorphic rock formed at high temperatures and pressures from igneous or sedimentary rocks, having characteristic foliations (gneissic banding) of alternating dark/light coloured bands. granite A coarse-grained igneous rock containing mainly quartz and feldspar minerals and subordinate micas. granitoid A broad category of coarse-grained acid igneous rock including granite, quartz monzonite, quartz diorite, syenite and granodiorite. gravity survey Measurements of gravitational acceleration and gravitational potential at the Earth's surface searching for mineral deposits. greenstone A metamorphosed basic igneous rock which owes its colour and schistosity to abundant chlorite. greenstone belt A broad term used to describe an elongate belt of rocks that have undergone regional metamorphism to greenschist facies. ground magnetic Geophysical survey method using a hand-held magnetometer to record the strength of the earth’s magnetic field usually along a grid. induced polarisation Geophysical survey technique used to identify the electrical chargeability of subsurface materials.

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intrusive Any igneous rock formed by intrusion and cooling of hot liquid rock below the earth’s surface. lithology The description of a rock unit’s physical characteristics visible in hand or core samples, such as colour texture grain-size and composition. lode A deposit of metalliferous ore formed in a fissure or vein. mafic Igneous rock composed dominantly of dark coloured minerals such as amphibole pyroxene and olivine, generally rich in magnesium and iron. magmatic Derived from or associated with magma. Magma is a complex high-temperature fluid substance present within the earth, which on cooling forms igneous rocks. magnetite A mineral comprising iron and oxygen which commonly exhibits magnetic properties. metamorphic A rock that has been altered by metamorphism from a pre-existing igneous or sedimentary rock type. metamorphism Alteration of the minerals, textures and composition of a rock caused by exposure to severe heat, pressure and chemical actions. metavolcanic Volcanic rock which has been altered by metamorphism. Mineral Resource Concentration of mineralisation in the earth for which there are reasonable prospects for eventual economic extraction. Ore Reserve The economically mineable part of a Mineral Resource. outcrop A visible exposure of bedrock or ancient superficial deposits on the surface of the Earth. pluton Body of intrusive igneous rock, typically several kilometres in dimension porphyritic Textural term for igneous rocks in which large crystals (phenocrysts) are set in finer groundmass, which may be crystalline or glass. pyroxene Silicate mineral of the pyroxene group found in ultramafic igneous rock. quartz Common mineral composed of crystalline silica, with chemical formula SiO2. RAB drilling Rotary Air Blast. A relatively inexpensive but less accurate percussion drilling technique involving the collection of sample returned by compressed air from outside the drill rods. Rare earth elements A set of seventeen chemical elements in the periodic table, 15 lanthanides, scandium and yttrium, which tend to occur together in specific rock types. RC drilling Reverse Circulation. A percussion drilling method in which the fragmented sample is brought to the surface inside the drill rods, thereby reducing contamination. resource In situ mineral occurrence from which valuable or useful minerals may be recovered. saprolite Soft clayey porous rock formed by in-place chemical weathering of rocks schist A metamorphic rock dominated by fibrous or platey minerals, with a strongly foliated fabric (schistose cleavage). sedimentary A term describing a rock formed from sediment. shear A deformation resulting from stresses that cause rock bodies to slide relatively to each other in a direction parallel to their plane of contact. shoot Part of an orebody of elongated shape where higher grades are concentrated. sill A concordant sheet of igneous rock lying nearly horizontal. soil sampling The collection of soil specimens for mineral analysis. strata Sedimentary rock layers. stratigraphic Pertaining to the composition, sequence and correlation of stratified rocks. strike Horizontal direction or trend of a geological strata or structure. structural Pertaining to rock deformation or to features that result from it. succession Group of rock strata that succeed one another in chronological order. supracrustal Rocks deposited on existing basement rocks of the crust; both sedimentary and volcanic rocks often metamorphosed. superterrane Composite terranes that comprise groups of individual terranes and other assemblages that share a distinctive tectonic history. terrane Any rock formation or series of formations or the area in which a particular formation or group of rocks is predominant. turbidite ultramafic Igneous and meta-igneous rocks composed of greater than 90% mafic minerals with very high magnesium and iron content, very low silica and potassium content. volcanics Rocks formed or derived from volcanic activity.

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Appendix 1 - Drilling Results Mt Clifford Prospect - Drill Hole Collars

Hole ID Type Depth North East RL Dip Azimuth Date Company 07BMCC0005 RC 238 6850298.43 307135.74 350 -77 230 25/08/2007 BRW 07BMCC0006 RC 148 6850858.434 305755.734 350 -61.5 215 26/08/2007 BRW 07BMCC0007 RC 286 6850143.431 305225.731 350 -64 160 28/08/2007 BRW 08BMCC0001 RC 198 6850888.434 305530.733 350 -60 225 18/01/2008 BRW 08BMCC0002 RC 198 6850958.434 305576.733 350 -60 225 8/01/2008 BRW 08BMCC0008 RC 168 6850138.431 305225.731 350 -85 160 9/01/2008 BRW 08BMCC0009 RC 203 6850048.431 305005.73 350 -60 135 12/01/2008 BRW 08BMCC0010 RC 184 6849948.43 304775.729 350 -60 125 14/01/2008 BRW 08BMCC0011 RC 157 6850013.43 305405.732 350 -90 0 4/01/2008 BRW LMCC0002 RC 200 6858408.492 301686.2243 450 -51.25 270 Scotia Nickel

LMCC0003 RC 202 6863608.553 300027.2511 450 -61.5 90 Scotia Nickel

LMCC0004 RC 240 6862808.546 299957.2439 500 -61.5 270 28/06/2005 Scotia Nickel 06BMCC0001 RC 24 6850458.39 308157.2083 400 -80 215 31/10/2006 Scotia Nickel 06BMCC0002 RC 17 6850453.391 308150.2076 400 -80 215 31/10/2006 Scotia Nickel 07BMCC0004 RC 262 6850448.43 308145.744 350 -69 215 22/08/2007 BRW 86MCP01 RC 50 6849804.587 309754.035 444.154 -60 235 7/03/1986 CRAE 86MCP02 RC 57 6849749.683 309781.102 445.028 -60 235 8/03/1986 CRAE 86MCP03 RC 30 6849863.103 309895.806 444.569 -60 235 8/03/1986 CRAE 86MCP04 RC 33 6849880.176 309918.013 444.587 -60 235 8/03/1986 CRAE 86MCP05 RC 30 6849830.443 309914.202 444.603 -60 235 8/03/1986 CRAE 86MCP06 RC 30 6849834.423 309940.569 444.758 -60 235 8/03/1986 CRAE 86MCP07 RC 30 6849793.556 309936.654 444.714 -60 235 8/03/1986 CRAE 86MCP08 RC 33 6849808.19 309955.688 444.969 -60 235 8/03/1986 CRAE 86MCP09 RC 50 6849540.745 309878.637 448.621 -60 235 9/03/1986 CRAE 86MCP10 RC 50 6849563.003 309899.382 447.216 -60 235 9/03/1986 CRAE 86MCP11 RC 30 6849926.552 309847.027 443.754 -60 235 1/08/1986 CRAE 86MCP12 RC 30 6849896.306 309873.864 444.403 -60 235 1/08/1986 CRAE 86MCP13 RC 30 6849910.492 309890.757 444.54 -60 235 1/08/1986 CRAE 86MCP14 RC 30 6849878.965 309883.611 444.517 -60 235 1/08/1986 CRAE 86MCP15 RC 38 6849872.249 309907.703 444.607 -60 235 1/08/1986 CRAE 86MCP16 RC 11.5 6849847.241 309908.001 444.591 -60 235 1/08/1986 CRAE 86MCP18 RC 48 6849699.575 310109.856 450.949 -60 235 1/08/1986 CRAE 86MCP19 RC 30 6849843.681 309913.678 444.61 -60 235 1/08/1986 CRAE 86MCP20 RC 80 6849947.893 309874.786 444.157 -60 235 1/08/1986 CRAE 86MCP21 RC 80 6849889.326 309913.502 444.583 -60 235 1/08/1986 CRAE 86MCP22 RC 90 6849902.736 309947.358 444.602 -60 235 1/08/1986 CRAE 86MCP23 RC 80 6850006.464 309819.662 443.243 -60 235 1/08/1986 CRAE NMC001 DD 160 6850359.142 309227.381 440.197 -60 233 30/03/2005 Jubilee NMC002 DD 160 6854164.906 306128.899 444.458 -60 233 30/03/2005 Jubilee NRC001 RC 46 6849537.2 310114.67 450.859 -60 232 29/11/2002 MCM NRC002 RC 52 6849550.29 310114.954 452.72 -60 232 28/11/2002 MCM NRC003 RC 45 6849557.028 310099.426 451.085 -60 232 28/11/2002 MCM NRC004 RC 50 6849571.729 310118.548 456.018 -60 232 28/11/2002 MCM NRC005 RC 46 6849568.871 310088.076 450.389 -60 232 27/11/2002 MCM NRC006 RC 45 6849585.342 310085.192 450.933 -60 232 27/11/2002 MCM NRC007 RC 45 6849590.565 310080.168 450.376 -60 232 27/11/2002 MCM NRC008 RC 50 6849592.591 310072.036 449.319 -60 232 27/11/2002 MCM

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Hole ID Type Depth North East RL Dip Azimuth Date Company NRC009 RC 52 6849591.679 310089.331 451.934 -60 232 29/11/2002 MCM NRC010 RC 55 6849607.511 310073.815 449.95 -60 232 29/11/2002 MCM PCV11 RC 106 6851881.979 308558.101 436.717 -60 210 17/01/1984 BP Minerals PCV12 RC 60 6851947.468 308595.391 437.539 -60 210 18/01/1984 BP Minerals PCV35 RC 25 6849029.902 311002.281 444.612 -60 30 16/04/1988 BP Minerals PCV36 RC 50 6849013.951 310987.376 444.05 -60 30 16/04/1988 BP Minerals PCV37 RC 25 6848998.083 311024.232 445.336 -60 30 16/04/1988 BP Minerals PCV38 RC 51 6848982.141 311012.803 444.761 -60 30 17/04/1989 BP Minerals PCV39 RC 30 6848970.757 311056.117 447.383 -60 30 17/04/1989 BP Minerals PCV40 RC 45 6848956.297 311041.706 446.022 -60 30 17/04/1989 BP Minerals PCV41 RC 39 6848920.508 311073.612 446.765 -60 30 17/04/1989 BP Minerals PCV42 RC 39 6849044.773 310959.958 444.092 -60 30 17/04/1989 BP Minerals PRC001 RC 60 6849569.689 310091.094 450.906 -90 0 25/01/2004 MCM PRC002 RC 29 6849563.924 310084.169 449.474 -90 0 25/01/2004 MCM PRC003 RC 34 6849576.676 310081.306 449.874 -90 0 25/01/2004 MCM RC024 RC 40 6849523.175 310114.071 448.919 -60 232 1/01/1987 HILLMIN RC025 RC 47 6849545.29 310108.45 451.105 -60 232 1/01/1987 HILLMIN RC026 RC 35 6849563.959 310079.865 448.928 -60 232 1/01/1987 HILLMIN RC027 RC 53 6849576.826 310090.692 451.334 -60 232 1/01/1987 HILLMIN RC028 RC 40 6849601.782 310066.232 448.871 -60 232 1/01/1987 HILLMIN RC029 RC 40 6849615.69 310053.596 447.809 -60 232 1/01/1987 HILLMIN RC030 RC 40 6849625.762 310036.906 446.565 -60 232 1/01/1987 HILLMIN RC031 RC 47 6849630.765 310043.281 447.117 -60 232 1/01/1987 HILLMIN RC032 RC 40 6849639.133 310009.554 445.24 -60 232 1/01/1987 HILLMIN RC033 RC 48 6849681.231 309992.748 445.154 -60 232 1/01/1987 HILLMIN RC034 RC 48 6849722.41 309979.425 445.023 -60 232 1/01/1987 HILLMIN RC035 RC 40 6849746.178 309962.036 444.767 -60 232 1/01/1987 HILLMIN RC036 RC 40 6849852.579 309930.472 444.653 -60 232 1/01/1987 HILLMIN RC037 RC 54 6849919.728 309902.016 444.528 -60 232 1/01/1987 HILLMIN RC038 RC 45 6849655.678 310036.343 446.882 -60 232 1/01/1989 HILLMIN RC039 RC 72 6849667.873 310052.206 448.012 -60 232 1/01/1989 HILLMIN RC040 RC 40 6849508.644 310124.206 447.871 -60 227 1/01/1989 HILLMIN RC041 RC 26 6849515.366 310100.187 446.868 -60 227 1/01/1989 HILLMIN RC042 RC 60 6849536.614 310128.055 452.349 -60 228 1/01/1989 HILLMIN RC043 RC 29 6849534.236 310092.38 447.988 -60 240 1/01/1989 HILLMIN RC044 RC 80 6849557.878 310123.216 455 -60 229 1/01/1989 HILLMIN RC045 RC 41 6849583.069 310073.438 449.143 -60 225 1/01/1989 HILLMIN RC046 RC 85 6849600.98 310096.982 453.728 -60 227 1/01/1989 HILLMIN RC047 RC 20 6849611.814 310045.156 447.001 -60 233 1/01/1989 HILLMIN RC048 RC 47 6849630.266 310068.599 449.494 -60 234 1/01/1989 HILLMIN RC049 RC 78 6849636.814 310077.017 450.527 -60 232 1/01/1989 HILLMIN RC050 RC 26 6849592.534 310052.609 447.252 -60 235 1/01/1989 HILLMIN RC051 RC 80 6849614.001 310080.435 450.979 -60 235 1/01/1989 HILLMIN RC052 RC 71 6849585.712 310108.127 455.249 -60 233 1/01/1989 HILLMIN RC053 RC 23 6849533.111 310098.797 448.508 -60 229 1/01/1989 HILLMIN RC054 RC 50 6849645.807 310056.463 448.33 -60 232 1/01/1989 HILLMIN RC055 RC 80 6849657.739 310072.262 449.774 -60 234 1/01/1989 HILLMIN RC056 RC 44 6849664.909 310015.934 445.883 -60 235 1/01/1989 HILLMIN RC057 RC 56 6849676.072 310033.195 446.856 -60 234 1/01/1989 HILLMIN RC058 RC 38 6849699.039 309977.783 444.81 -60 234 1/01/1989 HILLMIN RC059 RC 60 6849710.768 309994.483 445.467 -60 227 1/01/1989 HILLMIN

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Hole ID Type Depth North East RL Dip Azimuth Date Company RC060 RC 56 6849702.555 310014.905 446.193 -60 234 1/01/1989 HILLMIN RC061 RC 74 6849715.003 310031.064 446.843 -60 232 1/01/1989 HILLMIN RC062 RC 32 6849672.014 309982.761 444.765 -60 226 1/01/1989 HILLMIN RC063 RC 40 6849736.513 309993.404 445.586 -60 226 1/01/1989 HILLMIN RC064 RC 62 6849744.334 310001.083 445.865 -60 223 1/01/1989 HILLMIN RC + RC065 76.5 6849570.312 310138.667 458.905 -60 249 1/01/1989 HILLMIN DDH RC + RC066 72 6849626.189 310096.353 453.642 -60 232 1/01/1989 HILLMIN DDH WILRC9701 RC 100 6849787.376 309787.456 443.991 -60 215 1/01/1997 DALRYMPLE WILRC9702 RC 106 6849806.851 309725.795 444.539 -60 215 1/01/1997 DALRYMPLE WILRC9703 RC 74 6849792.319 310000.699 445.875 -60 230 1/01/1997 DALRYMPLE WILRC9704 RC 70 6849835.94 309967.163 445.059 -60 230 1/01/1997 DALRYMPLE WILRC9705 RC 100 6849885.659 309941.559 444.599 -60 230 1/01/1997 DALRYMPLE WILRC9706 RC 62 6849935.13 309928.764 444.506 -60 230 1/01/1997 DALRYMPLE WILRC9707 RC 52 6850011.631 309665.527 441.549 -60 220 1/01/1997 DALRYMPLE WILRC9708 RC 96 6849477.094 310212.754 448.427 -60 230 1/01/1997 DALRYMPLE WILRC9709 RC 85 6849522.678 310142.378 451.069 -70 230 1/01/1997 DALRYMPLE WILRC9710 RC 100 6849567.147 310129.642 457.298 -75 230 1/01/1997 DALRYMPLE WILRC9711 RC 100 6849627.419 310099.71 454.182 -75 230 1/01/1997 DALRYMPLE WILRC9712 RC 118 6849682.14 310074.046 449.5 -70 230 1/01/1997 DALRYMPLE WILRC9713 RC 100 6849748.94 310037.833 446.878 -60 230 1/01/1997 DALRYMPLE WILRC9714 RC 70 6849645.615 310031.461 446.457 -60 230 1/01/1997 DALRYMPLE WILRC9715 RC 100 6849437.892 310146.99 444.212 -60 230 1/01/1997 DALRYMPLE WILRC9716 RC 55 6849384.776 310324.107 447.64 -60 230 1/01/1997 DALRYMPLE WILRC9717 RC 80 6849798.476 309795.328 443.706 -70 215 1/01/1997 DALRYMPLE

Jungle Well Prospect - Drill Hole Collars Hole ID Type Depth North East RL Dip Azimuth Date Company 96JWRC001 RC 51 6855890.968 303936.55 444.33 -60 226.359 1/01/1901 AGoldfields 96JWRC002 RC 39 6855905.335 303951.817 444.38 -60 226.359 1/01/1901 AGoldfields 96JWRC003 RC 39 6855918.901 303965.883 444.53 -60 226.359 1/01/1901 AGoldfields 96JWRC004 RC 57 6855932.758 303980.661 444.75 -59.29 226.129 1/01/1901 AGoldfields 96JWRC005 RC 70 6855946.409 303995.221 444.97 -57.59 223.109 1/01/1901 AGoldfields 96JWRC006 RC 87 6855960.327 304009.339 445.12 -59.49 225.939 1/01/1901 AGoldfields 96JWRC007 RC 84 6855973.833 304023.815 445.16 -57.94 228.799 1/01/1901 AGoldfields 96JWRC008 RC 69 6855979.504 303990.522 444.91 -59.04 230.429 1/01/1901 AGoldfields 96JWRC009 RC 83 6855999.852 304012.044 444.87 -58.2 224.359 1/01/1901 AGoldfields 96JWRC010 RC 79 6856009.379 303990.161 444.75 -59.53 227.389 1/01/1901 AGoldfields 96JWRC011 RC 51 6855965.444 303939.384 444.16 -60 226.359 1/01/1901 AGoldfields 96JWRC012 RC 49 6855988.137 303920.849 443.59 -60 226.359 1/01/1901 AGoldfields 96JWRC013 RC 57 6856016.436 303949.904 444.46 -56.72 222.299 1/01/1901 AGoldfields 96JWRC014 RC 69 6856040.683 303976.371 444.69 -59.96 225.909 1/01/1901 AGoldfields 96JWRC015 RC 48 6855900.692 303983.108 444.77 -60 226.359 1/01/1901 AGoldfields 96JWRC016 RC 58 6855914.361 303997.686 444.97 -59.26 226.839 1/01/1901 AGoldfields 96JWRC017 RC 63 6855928.571 304012.567 445.06 -58.37 224.409 1/01/1901 AGoldfields 96JWRC018 RC 39 6855882.168 304000.703 445.16 -60 226.359 1/01/1901 AGoldfields 96JWRC019 RC 63 6855910.022 304029.798 444.89 -58.59 224.759 1/01/1901 AGoldfields 96JWRC020 RC 86 6855937.439 304058.398 444.7 -58.91 224.059 1/01/1901 AGoldfields 96JWRC021 RC 39 6855835.65 303988.781 444.81 -60 226.359 1/01/1901 AGoldfields 96JWRC022 RC 39 6855849.784 304003.54 444.98 -60 226.359 1/01/1901 AGoldfields

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Hole ID Type Depth North East RL Dip Azimuth Date Company 96JWRC023 RC 39 6855863.625 304017.795 444.96 -60 226.359 1/01/1901 AGoldfields 96JWRC024 RC 51 6855877.599 304032.596 444.79 -60.27 224.319 1/01/1901 AGoldfields 96JWRC025 RC 57 6855891.722 304047.034 444.5 -60.1 224.159 1/01/1901 AGoldfields 96JWRC026 RC 69 6855905.468 304061.077 444.31 -59.68 222.059 1/01/1901 AGoldfields 96JWRC027 RC 84 6855919.071 304075.406 444.27 -59.81 225.739 1/01/1901 AGoldfields 96JWRC028 RC 39 6855845.738 304034.845 444.79 -60 226.359 1/01/1901 AGoldfields 96JWRC029 RC 51 6855859.859 304049.68 444.31 -58.96 226.389 1/01/1901 AGoldfields 96JWRC030 RC 69 6855880.585 304071.264 444.06 -60.79 225.649 1/01/1901 AGoldfields 96JWRC031 RC 57 6855850.36 304058.7 444.12 -60.35 229.649 1/01/1901 AGoldfields 96JWRC032 RC 78 6855879.629 304089.728 443.94 -56.35 225.639 1/01/1901 AGoldfields 96JWRC033 RC 57 6855833.791 304076.253 443.97 -59.42 226.759 1/01/1901 AGoldfields 96JWRC034 RC 57 6855815.315 304091.181 443.76 -59.66 226.109 1/01/1901 AGoldfields 96JWRC035 RC 33 6855787.232 304063.192 444.26 -60 226.359 1/01/1901 AGoldfields 96JWRC036 RC 27 6855775.917 304087.682 443.75 -60 226.359 1/01/1901 AGoldfields 96JWRC037 RC 51 6855796.701 304109.405 443.57 -60 226.359 1/01/1901 AGoldfields 96JWRC038 RC 99 6855987.754 304038.371 445.25 -59.82 227.189 1/01/1901 AGoldfields 96JWRC039 RC 96 6855933.206 304090.288 444.3 -59.2 225.229 1/01/1901 AGoldfields 96JWRC040 RC 50 6856004.141 303911.312 443.56 -60 226.359 1/01/1901 AGoldfields 97JWRC001 RC 55 6857059.09 303368.42 436.09 -60 226.359 21/01/1997 AGoldfields 97JWRC002 RC 60 6857076.936 303387.296 435.98 -60 226.359 21/01/1997 AGoldfields 97JWRC003 RC 65 6857093.699 303404.737 436.24 -60 226.359 21/01/1997 AGoldfields 97JWRC004 RC 70 6857111.443 303423.158 436.81 -60 226.359 21/01/1997 AGoldfields 97JWRC005 RC 75 6857128.247 303440.914 437.19 -60 226.359 21/01/1997 AGoldfields 97JWRC006 RC 60 6857119.634 303359.458 436.02 -60 226.359 21/01/1997 AGoldfields 97JWRC007 RC 65 6857136.902 303377.628 436.25 -60 226.359 22/01/1997 AGoldfields 97JWRC008 RC 70 6857154.219 303396.247 436.65 -60 226.359 22/01/1997 AGoldfields 97JWRC009 RC 75 6857171.496 303414.053 436.98 -60 226.359 21/01/1997 AGoldfields 97JWRC010 RC 80 6857016.006 303396.248 436.23 -60 226.359 21/01/1997 AGoldfields 97JWRC011 RC 65 6857033.129 303414.455 436.25 -60 226.359 22/01/1997 AGoldfields 97JWRC012 RC 70 6857051.066 303432.591 436.35 -60 226.359 23/01/1997 AGoldfields 97JWRC013 RC 79 6857068.07 303450.336 436.6 -60 226.359 23/01/1997 AGoldfields 97JWRC014 RC 75 6856677.496 303511.503 438.86 -60 226.359 23/01/1997 AGoldfields 97JWRC015 RC 80 6856694.83 303529.667 438.48 -60 226.359 22/01/1997 AGoldfields 97JWRC016 RC 85 6856712.174 303548.063 438.19 -60 226.359 22/01/1997 AGoldfields 97JWRC017 RC 75 6856606.188 303545.243 440.06 -60 226.359 22/01/1997 AGoldfields 97JWRC018 RC 80 6856623.15 303563.386 439.62 -60 226.359 23/01/1997 AGoldfields 97JWRC019 RC 85 6856640.159 303581.89 439.41 -60 226.359 23/01/1997 AGoldfields 97JWRC020 RC 45 6856492.45 303571.159 441.88 -60 226.359 23/01/1997 AGoldfields 97JWRC021 RC 50 6856509.262 303589.503 441.49 -60 226.359 24/01/1997 AGoldfields 97JWRC022 RC 55 6856526.255 303607.412 441.12 -60 226.359 24/01/1997 AGoldfields 97JWRC023 RC 50 6856120.131 303759.908 441.67 -60 226.359 26/01/1997 AGoldfields 97JWRC024 RC 50 6856136.906 303778.641 441.99 -60 226.359 26/01/1997 AGoldfields 97JWRC025 RC 50 6856154.394 303796.123 442.53 -60 226.359 24/01/1997 AGoldfields 97JWRC026 RC 50 6856171.535 303814.49 443.09 -60 226.359 24/01/1997 AGoldfields 97JWRC027 RC 50 6856181.86 303838.036 443.57 -60 226.359 26/01/1997 AGoldfields 97JWRC028 RC 160 6856197.143 303908.073 444.24 -60 226.359 26/01/1997 AGoldfields 97JWRC029 RC 160 6855989.506 304152.601 444.51 -60 226.359 26/01/1997 AGoldfields 97JWRC030 RC 130 6855805.646 304257.148 444.16 -60 226.359 27/01/1997 AGoldfields 97JWRC031 RC 100 6855705.614 304231.996 443.25 -60 226.359 28/01/1997 AGoldfields 97JWRC032 RC 90 6855722.741 304249.305 443.35 -60 226.359 30/01/1997 AGoldfields 97JWRC033 RC 50 6856659.957 303493.228 439.42 -60 226.359 8/02/1997 AGoldfields

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Hole ID Type Depth North East RL Dip Azimuth Date Company 97JWRC034 RC 114 6857085.392 303467.818 436.84 -60 226.359 6/02/1997 AGoldfields 97JWRC035 RC 100 6857085.565 303613.27 439.08 -60 226.359 7/02/1997 AGoldfields 97JWRC036 RC 100 6857119.236 303649.145 439.91 -60 226.359 7/02/1997 AGoldfields DDH001 DD 35 6855793.527 304072.718 444.07 -90 316.359 1/01/1901 Triton DDH001A DD 1 6855794.988 304071.269 444.11 -90 316.359 1/01/1901 Triton DDH002 DD 15 6855774.89 304055.042 444.28 -90 316.359 1/01/1901 Triton DDH002A DD 1 6855777.425 304053.369 444.39 -90 316.359 1/01/1901 Triton DDH003 DD 60 6855851.705 304057.312 444.15 -90 316.359 1/01/1901 Triton J001 RC 18 6855992.411 303858.308 442.47 -60 226.359 1/01/1901 Triton J002 RC 17 6855908.057 303979.142 444.69 -60 244.359 1/01/1901 Triton J003 RC 15 6855904.864 303970.815 444.59 -60 244.359 1/01/1901 Triton J004 RC 25 6855901.48 303964.369 444.51 -59 244.359 1/01/1901 Triton J005 RC 24 6855898.27 303957.848 444.43 -54 248.359 1/01/1901 Triton J006 RC 18 6855892.582 303945.909 444.37 -56 244.359 1/01/1901 Triton J007 RC 15 6855888.858 303939.068 444.34 -51 244.359 1/01/1901 Triton J008 RC 5 6855856.86 303984.813 444.95 -60 244.359 1/01/1901 Triton J009 RC 6 6855852.202 303975.436 444.86 -60 244.359 1/01/1901 Triton J010 RC 5 6855848.651 303967.077 444.84 -60 244.359 1/01/1901 Triton J011 RC 15 6855988.96 303854.69 442.45 -49 226.359 1/01/1901 Triton J019 RC 25 6856003.453 303869.887 442.71 -90 316.359 1/01/1901 Triton J020 RC 20 6855971.718 303876.754 442.58 -90 316.359 1/01/1901 Triton J021 RC 21 6855981.873 303888.001 442.79 -90 316.359 1/01/1901 Triton J022 RC 15 6855953.051 303893.247 442.93 -90 316.359 1/01/1901 Triton J023 RC 25 6855962.678 303904.431 443.06 -90 316.359 1/01/1901 Triton J024 RC 24 6855937.331 303912.555 443.57 -90 316.359 1/01/1901 Triton J025 RC 27 6855947.138 303923.087 443.76 -90 316.359 1/01/1901 Triton J026 RC 15 6856005.588 303839.524 442.46 -90 316.359 1/01/1901 Triton J027 RC 21.5 6856017.236 303855.361 442.65 -90 316.359 1/01/1901 Triton J028 RC 14 6856017.958 303824.964 442.14 -70 226.359 1/01/1901 Triton J029 RC 10 6856035.41 303804.866 441.69 -60 226.359 1/01/1901 Triton J030 RC 10 6856065.133 303804.156 441.97 -60 226.359 1/01/1901 Triton J031 RC 17 6856056.852 303795.472 441.97 -60 226.359 1/01/1901 Triton J032 RC 18 6856049.26 303787.512 441.89 -60 226.359 1/01/1901 Triton J033 RC 10 6856088.205 303755.9 441.5 -60 226.359 1/01/1901 Triton J034 RC 10 6856079.923 303747.215 441.54 -60 226.359 1/01/1901 Triton J035 RC 10 6856070.261 303737.083 441.74 -60 226.359 1/01/1901 Triton J036 RC 10 6856055.831 303868.301 442.92 -60 226.359 1/01/1901 Triton J037 RC 46 6855957.437 303934.033 444.05 -90 316.359 1/01/1901 Triton J038 RC 30 6855939.14 303932.61 444.02 -90 316.359 1/01/1901 Triton J039 RC 28 6855955.047 303913.431 443.39 -90 316.359 1/01/1901 Triton J040 RC 30 6855931.151 303941.826 444.22 -90 316.359 1/01/1901 Triton J041 RC 58 6856025.056 303892.166 443.22 -90 316.359 1/01/1901 Triton J042 RC 60 6855959.464 303954.513 444.46 -90 316.359 1/01/1901 Triton J043 RC 60 6855867.711 304003.717 445.12 -90 316.359 1/01/1901 Triton J044 RC 61 6856044.095 303874.312 442.94 -90 316.359 1/01/1901 Triton J045 RC 60 6856060.045 303892.328 443.41 -90 316.359 1/01/1901 Triton J046 RC 60 6856042.073 303910.19 443.87 -90 316.359 1/01/1901 Triton J047 RC 60 6856024.144 303928.698 444.24 -90 316.359 1/01/1901 Triton J048 RC 60 6856005.527 303945.615 444.32 -90 316.359 1/01/1901 Triton J049 RC 61 6855994.124 303956.593 444.49 -90 316.359 1/01/1901 Triton J050 RC 60 6855976.863 303972.338 444.7 -90 316.359 1/01/1901 Triton

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Hole ID Type Depth North East RL Dip Azimuth Date Company J051 RC 70 6855958.74 303989.564 444.94 -90 316.359 1/01/1901 Triton J052 RC 80 6855940.807 304006.826 445.05 -90 316.359 1/01/1901 Triton J053 RC 81 6855922.891 304024.088 445.03 -90 316.359 1/01/1901 Triton J054 RC 81 6855905.808 304041.694 444.64 -90 316.359 1/01/1901 Triton J055 RC 60 6855887.121 304023.217 445.01 -90 316.359 1/01/1901 Triton J056 RC 60 6855869.238 304040.436 444.6 -90 316.359 1/01/1901 Triton J057 RC 60 6855850.801 304058.199 444.13 -90 316.359 1/01/1901 Triton J058 RC 60 6855833.558 304039.782 444.86 -90 316.359 1/01/1901 Triton J058A RC 60 6855833.235 304038.002 444.86 -90 316.359 1/01/1901 Triton J059 RC 60 6855851.517 304022.442 444.85 -90 316.359 1/01/1901 Triton J060 RC 60 6855888.038 303988.308 444.92 -90 316.359 1/01/1901 Triton J061 RC 60 6855905.124 304006.186 445.06 -90 316.359 1/01/1901 Triton J061A RC 50 6855906.129 304006.918 445.06 -90 316.359 1/01/1901 Triton J062 RC 60 6855923.271 303989.016 444.84 -90 316.359 1/01/1901 Triton J063 RC 60 6855941.406 303971.894 444.67 -90 316.359 1/01/1901 Triton J063A RC 50 6855941.659 303973.149 444.69 -90 316.359 1/01/1901 Triton J064 RC 60 6855976.219 303938.219 444.01 -90 316.359 1/01/1901 Triton J064A RC 45 6855974.763 303939.614 444.07 -90 316.359 1/01/1901 Triton J065 RC 60 6855987.718 303927.451 443.76 -90 316.359 1/01/1901 Triton J066 RC 60 6856006.677 303909.642 443.56 -90 316.359 1/01/1901 Triton J067 RC 80 6855992.854 303989.871 444.81 -90 316.359 1/01/1901 Triton J068 RC 85 6856011.575 303972.519 444.7 -90 316.359 1/01/1901 Triton J069 RC 101 6855958.492 304024.168 445.13 -90 316.359 1/01/1901 Triton J070 RC 84 6855975.346 304007.381 445.06 -90 316.359 1/01/1901 Triton J071 RC 80 6855922.969 304059.393 444.5 -90 316.359 1/01/1901 Triton J072 RC 91 6855940.317 304041.969 444.8 -90 316.359 1/01/1901 Triton J073 RC 86 6855887.756 304060.67 444.2 -90 316.359 1/01/1901 Triton J074 RC 86 6855869.916 304078.091 443.92 -90 316.359 1/01/1901 Triton J074N RC 77 6856023.128 303962.447 444.68 -90 316.359 1/01/1901 Triton J075 RC 76 6855831.788 304110.218 443.51 -90 316.359 1/01/1901 Triton J076 RC 80 6855797.248 304146.89 443.18 -90 316.359 1/01/1901 Triton J077 RC 65 6855777.652 304127.789 443.2 -90 316.359 1/01/1901 Triton J078 RC 65 6855814.015 304093.129 443.73 -90 316.359 1/01/1901 Triton J079 RC 50 6855793.77 304072.3 444.08 -90 316.359 1/01/1901 Triton J080 RC 50 6855758.364 304108.689 443.3 -90 316.359 1/01/1901 Triton J081 RC 35 6855804.996 304004.977 444.54 -90 316.359 1/01/1901 Triton J082 RC 30 6855818.497 304017.466 444.7 -90 316.359 1/01/1901 Triton J083 RC 30 6855776.566 304054.18 444.35 -90 316.359 1/01/1901 Triton J084 RC 30 6855742.228 304092.102 443.19 -90 316.359 1/01/1901 Triton J085 RC 43 6855851.972 303984.269 444.92 -90 316.359 1/01/1901 Triton J086 RC 35 6855870.699 303967.32 444.69 -90 316.359 1/01/1901 Triton J086A RC 18 6855870.016 303967.954 444.71 -55 226.359 1/01/1901 Triton J087 RC 50 6855776.484 304090.875 443.72 -90 316.359 1/01/1901 Triton J087A RC 50 6855778.254 304090.175 443.75 -90 316.359 1/01/1901 Triton J088 RC 35 6855836.184 303998.52 444.82 -90 316.359 1/01/1901 Triton J089 RC 50 6855736.915 304128.548 443.04 -90 316.359 1/01/1901 Triton J090 RC 65 6855795.403 304107.07 443.59 -90 316.359 1/01/1901 Triton J091 RC 35 6855924.152 303954.288 444.4 -90 316.359 1/01/1901 Triton J092 RC 35 6855903.416 303974.531 444.64 -90 316.359 1/01/1901 Triton J092Abd? RC 2 6855905.939 303971.5 444.6 -90 316.359 1/01/1901 Triton J093 RC 50 6855815.316 304058.038 444.47 -90 316.359 1/01/1901 Triton

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Hole ID Type Depth North East RL Dip Azimuth Date Company J094 RC 30 6855798.469 304040.1 444.7 -90 316.359 1/01/1901 Triton J095 RC 65 6855831.968 304075.63 443.99 -90 316.359 1/01/1901 Triton J096 RC 78 6855849.52 304094.044 443.69 -90 316.359 1/01/1901 Triton J097 RC 20 6855761.985 304074.717 443.68 -90 316.359 1/01/1901 Triton J098 RC 20 6855726.509 304108.262 442.95 -90 316.359 1/01/1901 Triton J099 RC 65 6855759.669 304143.136 442.6 -90 316.359 1/01/1901 Triton J100 RC 80 6855776.531 304162.932 443.01 -90 316.359 1/01/1901 Triton J101 RC 80 6855723.681 304214.075 442.96 -90 316.359 1/01/1901 Triton J102 RC 65 6855706.083 304196.263 442.75 -90 316.359 1/01/1901 Triton J103 RC 60 6855688.484 304177.167 442.61 -90 316.359 1/01/1901 Triton J104 RC 60 6855671.921 304159.798 442.38 -90 316.359 1/01/1901 Triton J105 RC 40 6855689.651 304142.89 442.2 -90 316.359 1/01/1901 Triton J106 RC 60 6856262.958 303674.981 444.4 -60 244.4699 1/12/1988 Triton J107 RC 77 6856273.655 303697.379 444.31 -60 244.4699 1/12/1988 Triton J108 RC 60 6856284.139 303719.329 444.09 -60 244.4699 1/12/1988 Triton J109 RC 77 6856294.836 303741.727 443.77 -60 244.4699 1/12/1988 Triton J110 RC 60 6856508.542 303613.249 441.25 -60 244.4699 1/12/1988 Triton J111 RC 60 6856513.463 303623.552 441.08 -60 244.4699 1/12/1988 Triton J112 RC 60 6856519.239 303635.646 440.94 -60 244.4699 1/12/1988 Triton J113 RC 60 6856529.723 303657.597 440.71 -60 244.4699 1/12/1988 Triton J114 RC 60 6856587.435 303548.061 440.5 -60 244.4699 1/12/1988 Triton J115 RC 60 6856597.919 303570.011 440.06 -60 244.4699 1/12/1988 Triton J116 RC 60 6856608.402 303591.961 439.71 -60 244.4699 1/12/1988 Triton J117 RC 60 6856619.1 303614.358 439.42 -60 244.4699 1/12/1988 Triton J119 RC 60 6856777.313 303484.879 437.69 -60 244.4699 1/12/1988 Triton J12 RC 60 6856273.869 303697.827 444.3 -60 244.4699 1/12/1988 Triton J120 RC 60 6856788.01 303507.276 437.44 -60 244.4699 1/12/1988 Triton J121 RC 60 6856798.28 303528.778 437.39 -60 244.4699 1/12/1988 Triton J122 RC 60 6856819.247 303572.677 437.88 -60 244.4699 1/12/1988 Triton J123 RC 60 6856829.517 303594.18 438.14 -60 244.4699 1/12/1988 Triton J124 RC 60 6856840.214 303616.577 438.64 -60 244.4699 1/12/1988 Triton J13 RC 60 6856272.586 303695.139 444.32 -60 244.4699 1/12/1988 Triton J135 RC 60 6856764.476 303458.002 438.1 -60 244.4699 1/12/1988 Triton J136 RC 60 6856756.346 303440.98 438.33 -60 244.4699 1/12/1988 Triton J137 RC 60 6856845.081 303396.398 437.05 -60 244.4699 1/12/1988 Triton J138 RC 50 6855932.72 303963.192 444.54 -90 316.359 1/01/1901 Triton J139 RC 50 6855950.175 303945.299 444.31 -90 316.359 1/01/1901 Triton J14 RC 19 6856522.235 303641.919 440.86 -50 244.4699 1/12/1988 Triton J140 RC 45 6855966.079 303926.068 443.72 -90 316.359 1/01/1901 Triton J141 RC 45 6855974.359 303913.22 443.31 -90 316.359 1/01/1901 Triton J142 RC 25 6856002.561 303848.619 442.52 -90 316.359 1/01/1901 Triton J143 RC 20 6855947.03 303906.011 443.25 -90 316.359 1/01/1901 Triton J144 RC 25 6855930.231 303924.563 443.95 -90 316.359 1/01/1901 Triton J145 RC 25 6855915.027 303945.004 444.29 -90 316.359 1/01/1901 Triton J146 RC 25 6855897.672 303961.736 444.47 -90 316.359 1/01/1901 Triton J147 RC 50 6855914.579 303980.021 444.69 -90 316.359 1/01/1901 Triton J148 RC 50 6855877.785 304014.471 445.11 -90 316.359 1/01/1901 Triton J149 RC 30 6855806.02 304047.364 444.62 -90 316.359 1/01/1901 Triton J15 RC 15 6856513.463 303623.552 441.08 -51 64.4699 1/12/1988 Triton J150 RC 15 6856855.778 303418.796 436.42 -60 244.4699 1/12/1988 Triton J16 RC 18 6856602.198 303578.97 439.92 -60 244.4699 1/12/1988 Triton

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Hole ID Type Depth North East RL Dip Azimuth Date Company J17 RC 18 6856597.277 303568.667 440.09 -60 244.4699 1/12/1988 Triton J18 RC 18 6856592.356 303558.364 440.28 -60 244.4699 1/12/1988 Triton J200 RC 50 6855805.837 304083.832 443.88 -90 316.359 1/01/1901 Triton J201 RC 30 6855785.971 304062.656 444.27 -90 316.359 1/01/1901 Triton J202 RC 50 6855824.305 304067.131 444.23 -90 316.359 1/01/1901 Triton J203 RC 50 6855842.143 304049.33 444.54 -90 316.359 1/01/1901 Triton J204 RC 30 6855826.55 304029.819 444.8 -90 316.359 1/01/1901 Triton J205 RC 30 6855843.286 304013.929 444.88 -90 316.359 1/01/1901 Triton J206 RC 50 6855860.204 304032.231 444.72 -90 316.359 1/01/1901 Triton J207 RC 30 6855862.322 303995.855 445.08 -90 316.359 1/01/1901 Triton J208 RC 70 6855895.233 304033.333 444.79 -90 316.359 1/01/1901 Triton J209 RC 70 6855914.086 304014.952 445.08 -90 316.359 1/01/1901 Triton J210 RC 50 6855896.632 303997.411 445.05 -90 316.359 1/01/1901 Triton J211 RC 75 6855931.68 303998.412 444.98 -90 316.359 1/01/1901 Triton J212 RC 60 6855949.021 303981.463 444.82 -90 316.359 1/01/1901 Triton J213 RC 30 6855932.414 303946.119 444.28 -90 316.359 1/01/1901 Triton J214 RC 60 6855967.721 303981.821 444.84 -90 316.359 1/01/1901 Triton J215 RC 50 6855950.116 303963.92 444.59 -90 316.359 1/01/1901 Triton J216 RC 50 6855967.979 303963.718 444.59 -90 316.359 1/01/1901 Triton J217 RC 65 6855977.109 303955.187 444.41 -90 316.359 1/01/1901 Triton J218 RC 50 6855968.625 303946.477 444.27 -90 316.359 1/01/1901 Triton J219 RC 50 6855985.549 303947.284 444.25 -90 316.359 1/01/1901 Triton JW01 RC 45 6855988.458 303927.016 443.76 -90 316.359 1/01/1901 Triton JW02 RC 45 6855979.083 303936.06 443.94 -90 316.359 1/01/1901 Triton JW02Abd? RC 40 6855976.891 303936.953 443.97 -90 316.359 1/01/1901 Triton JW03 RC 30 6855954.61 303914.479 443.43 -90 316.359 1/01/1901 Triton JW04 RC 50 6855960.149 303953.902 444.45 -90 316.359 1/01/1901 Triton JW05 RC 40 6855938.485 303933.39 444.04 -90 316.359 1/01/1901 Triton JW06 RC 50 6855951.164 303962.655 444.58 -90 316.359 1/01/1901 Triton JW07 RC 60 6855947.201 303976.889 444.75 -90 316.359 1/01/1901 Triton JW08 RC 35 6855901.294 303965.916 444.53 -90 316.359 1/01/1901 Triton JW09 RC 60 6855902.252 304001.949 445.07 -90 316.359 1/01/1901 Triton JW10 RC 45 6855878.572 304014.158 445.11 -90 316.359 1/01/1901 Triton JW11 RC 35 6855848.821 304019.228 444.87 -90 316.359 1/01/1901 Triton JW12 RC 35 6855834.53 304039.162 444.87 -90 316.359 1/01/1901 Triton JW13 RC 30 6855788.886 304064.97 444.23 -90 316.359 1/01/1901 Triton NJWD001 DD 180.5 6856457.999 303537.868 442.47 -59 95.5 28/08/2002 Unknown NJWD002 DD 351.5 6856958.001 303217.868 436.67 -60 90 1/09/2002 Unknown NJWD003 DD 300.5 6856958.001 303237.868 436.33 -51.8 96 8/09/2002 Unknown

Killi Killi Prospects - Drill Hole Collars Hole ID Type Depth North East RL Dip Azimuth Date Company KK001 RC 6 7813378 498474 400 -90 0 5/11/2010 ORM KK002 RC 6 7813381 498435 400 -90 0 5/11/2010 ORM KK003 RC 6 7813382 498395 400 -90 0 5/11/2010 ORM KK004 RC 6 7813397 498331 400 -90 0 5/11/2010 ORM KK005 RC 18 7813431 498337 400 -90 0 5/11/2010 ORM KK006 RC 30 7813415 498387 400 -90 0 5/11/2010 ORM KK007 RC 12 7813398 498431 400 -90 0 6/11/2010 ORM KK008 RC 60 7813419 498481 400 -90 0 6/11/2010 ORM Independent Geologist’s Report – PVW Resources NL Appendix 1 Page 73

Hole ID Type Depth North East RL Dip Azimuth Date Company KK009 RC 6 7813391 498468 400 -90 0 6/11/2010 ORM KK010 RC 6 7813377 498636 400 -90 0 6/11/2010 ORM KK011 RC 12 7813408 498658 400 -90 0 6/11/2010 ORM KK012 RC 18 7813439 498658 400 -90 0 6/11/2010 ORM KK013 RC 12 7813558 497127 400 -90 0 7/11/2010 ORM KK014 RC 12 7813537 497139 400 -90 0 7/11/2010 ORM KK015 RC 12 7813524 497159 400 -90 0 7/11/2010 ORM KK016 RC 12 7813521 497179 400 -90 0 7/11/2010 ORM KK017 RC 6 7813509 497197 400 -90 0 7/11/2010 ORM KK018 RC 6 7813505 497225 400 -90 0 7/11/2010 ORM KK019 RC 6 7813515 497246 400 -90 0 7/11/2010 ORM KK020 RC 6 7813527 497209 400 -90 0 7/11/2010 ORM KK021 RC 12 7813536 497190 400 -90 0 8/11/2010 ORM KK022 RC 18 7813541 497170 400 -90 0 8/11/2010 ORM KK023 RC 18 7813561 497144 400 -90 0 8/11/2010 ORM KK024 RC 12 7813567 497120 400 -90 0 8/11/2010 ORM KK025 RC 18 7813579 497144 400 -90 0 8/11/2010 ORM KK026 RC 12 7813561 497163 400 -90 0 8/11/2010 ORM KK027 RC 12 7813550 497197 400 -90 0 8/11/2010 ORM KK028 RC 6 7813539 497209 400 -90 0 8/11/2010 ORM KK029 RC 6 7813536 497238 400 -90 0 8/11/2010 ORM KK030 RC 6 7813510 497278 400 -90 0 8/11/2010 ORM KK031 RC 60 7818886 487615 400 -90 0 6/06/2011 ORM KK032 RC 60 7818877 487635 400 -90 0 7/06/2011 ORM KK033 RC 60 7818869 487661 400 -90 0 7/06/2011 ORM KK034 RC 60 7818858 487679 400 -90 0 8/06/2011 ORM KK035 RC 60 7818853 487701 400 -90 0 8/06/2011 ORM KK036 RC 60 7818861 487732 400 -90 0 8/06/2011 ORM KK037 RC 60 7818861 487596 400 -90 0 9/06/2011 ORM KK038 RC 30 7818900 487580 400 -90 0 9/06/2011 ORM KK039 RC 60 7818924 487619 400 -90 0 10/06/2011 ORM KK040 RC 42 7818910 487643 400 -90 0 10/06/2011 ORM KK041 RC 60 7818904 487662 400 -90 0 10/06/2011 ORM KK042 RC 60 7818887 487688 400 -90 0 11/06/2011 ORM KK043 RC 60 7818881 487712 400 -90 0 11/06/2011 ORM KK044 RC 66 7818875 487754 400 -90 0 11/06/2011 ORM KK045 RC 66 7818914 487755 400 -90 0 12/06/2011 ORM KK046 RC 66 7818915 487722 400 -90 0 12/06/2011 ORM KK047 RC 60 7818920 487691 400 -90 0 12/06/2011 ORM KK048 RC 60 7818904 487765 400 -90 0 13/06/2011 ORM KK049 RC 66 7818940 487764 400 -90 0 13/06/2011 ORM KK050 RC 40 7818848 487608 400 -60 0 28/09/2011 ORM KK051 RC 40 7818841 487641 400 -60 0 29/09/2011 ORM KK052 RC 40 7818830 487666 400 -60 0 29/09/2011 ORM KK053 RC 49 7818829 487691 400 -60 0 30/09/2011 ORM KK054 RC 60 7818829 487732 400 -60 0 30/09/2011 ORM KK055 RC 60 7818834 487775 400 -60 0 30/09/2011 ORM KK056 RC 79 7818867 487795 400 -60 0 1/10/2011 ORM KK057 RC 109 7818928 487824 400 -60 0 2/10/2011 ORM KK058 RC 91 7818906 487791 400 -60 0 2/10/2011 ORM KK059 RC 49 7818870 488897 400 -60 0 2/10/2011 ORM

Independent Geologist’s Report – PVW Resources NL Appendix 1 Page 74

Hole ID Type Depth North East RL Dip Azimuth Date Company KK060 RC 49 7818858 488983 400 -60 0 2/10/2011 ORM KK061 RC 31 7818807 486209 400 -60 0 3/10/2011 ORM KK062 RC 31 7818699 486226 400 -60 0 3/10/2011 ORM KK063 RC 31 7818592 486225 400 -60 0 3/10/2011 ORM KK064 RC 31 7818532 486898 400 -60 0 3/10/2011 ORM KK065 RC 31 7818446 486905 400 -60 0 3/10/2011 ORM KK066 RC 31 7818327 486900 400 -60 0 3/10/2011 ORM KK067 RC 31 7813560 496672 400 -90 0 4/10/2011 ORM KK068 RC 31 7813602 496615 400 -90 0 4/10/2011 ORM KK069 RC 31 7813546 496748 400 -90 0 4/10/2011 ORM KK070 RC 31 7813543 496795 400 -90 0 4/10/2011 ORM KK071 RC 31 7813162 498470 400 -60 0 4/10/2011 ORM KK072 RC 31 7813160 498518 400 -60 0 5/10/2011 ORM KK073 RC 19 7813157 498677 400 -90 0 5/10/2011 ORM KK074 RC 22 7813157 498701 400 -60 0 5/10/2011 ORM KK075 RC 13 7813211 498679 400 -90 0 5/10/2011 ORM KK076 RC 13 7813208 498706 400 -90 0 5/10/2011 ORM KK085 RC 36 7813477 498454 400 -90 0 11/07/2012 ORM KK086 RC 40 7813488 498395 400 -80 0 11/07/2012 ORM KK087 RC 40 7813497 498348 400 -80 0 11/07/2012 ORM KK088 RC 40 7813519 498302 400 -80 0 12/07/2012 ORM KK089 RC 40 7813535 498245 400 -80 0 12/07/2012 ORM KK090 RC 40 7813556 498209 400 -80 0 13/07/2012 ORM KK091 RC 40 7813543 498155 400 -80 0 13/07/2012 ORM KK092 RC 40 7813532 498105 400 -80 0 13/07/2012 ORM KK093 RC 40 7813487 498050 400 -80 0 13/07/2012 ORM KK094 RC 40 7813489 497995 400 -80 0 13/07/2012 ORM KK095 RC 40 7813526 497954 400 -80 0 14/07/2012 ORM KK096 RC 40 7813526 497906 400 -80 0 14/07/2012 ORM KK097 RC 40 7813521 497851 400 -80 0 14/07/2012 ORM KK098 RC 40 7813544 497806 400 -80 0 14/07/2012 ORM KK099 RC 40 7813599 497836 400 -80 0 14/07/2012 ORM KK100 RC 40 7813545 497744 400 -80 0 15/07/2012 ORM KK101 RC 40 7813615 497748 400 -80 0 15/07/2012 ORM KK102 RC 40 7813656 497768 400 -80 0 15/07/2012 ORM KK103 RC 40 7813589 497690 400 -80 0 15/07/2012 ORM KK104 RC 40 7813633 497708 400 -80 0 16/07/2012 ORM KK105 RC 31 7813613 497655 400 -80 0 16/07/2012 ORM KK106 RC 31 7813671 497654 400 -80 0 16/07/2012 ORM KK107 RC 31 7813636 497592 400 -80 0 16/07/2012 ORM KK108 RC 19 7813587 498495 400 -80 0 16/07/2012 ORM KK109 RC 120 7818796 487821 400 -90 0 17/07/2012 ORM KK110 RC 120 7818835 487825 400 -90 0 18/07/2012 ORM KK111 RC 120 7818870 487825 400 -90 0 19/07/2012 ORM KK112 RC 120 7818900 487825 400 -90 0 19/07/2012 ORM KK113 RC 120 7818900 487875 400 -90 0 20/07/2012 ORM KK114 RC 120 7818870 487875 400 -90 0 21/07/2012 ORM KK115 RC 90 7818835 487875 400 -90 0 22/07/2012 ORM KK116 RC 130 7818937 487875 400 -90 0 22/07/2012 ORM

Independent Geologist’s Report – PVW Resources NL Appendix 1 Page 75

Mt Clifford Prospect - Significant Intercepts

From To Length Au Hole ID (m) (m) (m) (g/t) 86MCP03 11 14 3 13.27 86MCP04 8 12 4 0.77 86MCP04 16 20 4 0.71 86MCP15 31 38 7 3.81 86MCP20 46 49 3 0.57 86MCP21 11 19 8 0.78 86MCP21 37 42 5 1.34 MCR097 0 8 8 1.11 MCR103 8 12 4 1.51 MCR141 0 4 4 0.79 MCR142 4 8 4 0.8 NRC001 32 35 3 0.93 RC025 41 44 3 11.23 RC026 16 20 4 0.53 RC026 26 29 3 1.92 RC027 25 30 5 5.59 RC027 38 41 3 4.91 RC028 36 40 4 22.35 RC030 16 23 7 1.74 RC031 9 12 3 1.15 RC031 22 30 8 4.12 RC032 12 15 3 2.03 RC033 9 12 3 6.15 RC033 19 26 7 4.28 RC034 22 28 6 1.88 RC037 16 28 12 2.12 RC040 26 31 5 2.89 RC041 16 19 3 0.78 RC044 53 56 3 3.59 RC045 24 29 5 26.62 RC045 33 36 3 1.19 RC047 13 19 6 6.6 RC050 0 3 3 0.7 RC050 8 11 3 1.24 RC051 55 58 3 36.79 RC059 42 45 3 0.79 WILRC9704 30 33 3 4.88 WILRC9706 45 56 11 8.52 WILRC9709 27 31 4 2.54 WILRC9711 70 73 3 1.48 WILRC9714 0 10 10 0.63 WILRC9714 25 30 5 0.6 WILRC9717 40 45 5 0.54 WVR9719 11 16 5 1.5

Independent Geologist’s Report – PVW Resources NL Appendix 1 Page 76

From To Length Au Hole ID (m) (m) (m) (g/t) WVR9755 6 10 4 0.98 WVR9777 5 10 5 1.55 WVR9777 15 20 5 0.7

Jungle Well Prospect - Significant Intercepts

From To Length Au Hole ID (m) (m) (m) (g/t) 03JWAR002 61 67 6 1.10 03JWAR004 42 46 4 1.06 03JWAR006 42 45 3 0.92 03JWAR018 44 47 3 0.85 09NJWA0122 72 76 4 0.68 96JWAR038 24 30 6 0.79 96JWAR065 30 37 7 1.21 96JWAR066 23 30 7 1.83 96JWAR066 42 48 6 0.76 96JWAR079 30 42 12 0.56 96JWAR080 30 37 7 0.58 96JWAR086 11 18 7 1.29 96JWAR089 54 73 19 0.76 96JWAR096 36 43 7 0.53 96JWAR097 24 31 7 1.72 96JWRC009 64 70 6 1.29 96JWRC012 33 40 7 2.91 96JWRC014 0 6 6 0.57 96JWRC014 48 54 6 0.70 96JWRC014 61 65 4 0.62 96JWRC020 67 72 5 2.23 96JWRC020 73 78 5 1.56 96JWRC026 59 62 3 1.02 96JWRC027 68 74 6 2.31 96JWRC027 77 80 3 1.75 96JWRC030 53 56 3 1.22 96JWRC030 58 62 4 1.69 96JWRC032 60 65 5 2.05 96JWRC034 37 40 3 1.06 96JWRC038 78 84 6 2.39 97JWRC003 31 34 3 0.65 97JWRC010 57 60 3 0.59 97JWRC013 70 74 4 0.91 97JWRC013 76 79 3 1.24 97JWRC014 21 27 6 1.02 97JWRC014 35 38 3 0.56

Independent Geologist’s Report – PVW Resources NL Appendix 1 Page 77

From To Length Au Hole ID (m) (m) (m) (g/t) 97JWRC015 48 51 3 0.53 97JWRC015 67 70 3 0.93 97JWRC016 60 63 3 0.62 97JWRC022 0 4 4 1.22 97JWRC024 8 11 3 0.80 97JWRC024 22 27 5 1.37 97JWRC025 29 33 4 0.82 97JWRC034 109 112 3 0.83 DDH001 29 33 4 0.59 DDH003 46 55 9 3.01 J13 5 12 7 0.72 J019 17 20 3 1.25 J023 21 24 3 0.76 J027 10 13 3 1.34 J028 8 13 5 0.77 J044 58 61 3 1.44 J045 44 50 6 1.39 J046 29 33 4 0.73 J046 47 50 3 0.85 J047 49 53 4 1.29 J048 44 51 7 1.90 J049 49 52 3 1.83 J051 67 70 3 1.76 J052 71 77 6 5.66 J053 62 68 6 2.75 J054 57 62 5 2.12 J054 69 72 3 0.65 J056 47 52 5 2.06 J057 45 50 5 1.69 J057 52 59 7 5.61 J062 53 58 5 0.78 J063 54 60 6 1.25 J064 52 56 4 0.83 J065 37 41 4 1.22 J065 52 55 3 0.95 J067 69 77 8 1.21 J068 57 63 6 1.87 J070 77 81 4 1.05 J072 81 86 5 1.50 J073 69 75 6 0.93 J074 61 64 3 1.00 J074N 56 62 6 0.98 J075 60 63 3 0.56 J079 29 36 7 2.07 J080 12 15 3 1.10 J080 20 23 3 0.92 J087A 19 22 3 1.12

Independent Geologist’s Report – PVW Resources NL Appendix 1 Page 78

From To Length Au Hole ID (m) (m) (m) (g/t) J087A 24 28 4 1.56 J095 48 51 3 0.71 J095 55 59 4 1.41 J099 30 33 3 0.98 J100 66 70 4 0.85 J101 65 69 4 1.07 J107 6 9 3 0.55 J109 58 61 3 1.81 J111 50 55 5 0.92 J116 37 41 4 1.42 J119 28 31 3 1.09 J147 47 50 3 1.52 J202 35 39 4 0.76 J202 47 50 3 0.63 J208 56 61 5 0.70 JN2 27 32 5 1.25 JW15 51 55 4 2.45 NJWD002 281.55 288 6 2.63

Killi Killi West Prospect - Significant Intercepts

From To Length Au Hole ID (m) (m) (m) (g/t) KK0-111 36 40 4 0.50 KKO-113 56 60 4 0.50 KKO-116 68 76 8 4.2

Independent Geologist’s Report – PVW Resources NL Appendix 1 Page 79

Appendix 2 - JORC Code Table 1 JORC Code Table 1 covering the Mt Clifford, Jungle Well and Killi Killi Prospects Section 1 Sampling Techniques and Data (Criteria in this section apply to all succeeding sections.) Criteria Explanation Comment Nature and quality of sampling. Mt Clifford Prospect Sampling Sampling of the mineralisation at Mt Clifford prospect was undertaken by 4 different Include reference to measures taken techniques exploration companies (Tunax, CRAE, Hill Minerals and Dalrymple) in the period 1986 to 1996 . to ensure sample representivity and Drilling was via open hole percussion, RAB, aircore and RC. Some UG sampling was undertaken. the appropriate calibration of any The method and quality of sampling was not consistently documented, and no QAQC samples measurement tools or systems used. were taken to monitor the quality of sampling. Aspects of the determination of Hill Minerals undertook a program of surveying, mapping and sampling of the historic mineralisation that are Material to underground workings. Thirty vertical shafts, four underlay shafts, twenty-two pits and one adit the Public Report. were surveyed and geologically mapped during this program. Structurally and lithologically controlled channel samples averaging 3kg in weight were taken. These were taken both horizontally and vertically and where possible, normal to the observed geology. A total of 274 samples were taken from the workings in this area. Jungle Well Prospect Sampling of the mineralisation at Jungle Well prospect was undertaken by several different exploration companies (Kulim Pty Ltd, Triton resources and Australian Goldfields NL ) in the period 1986 to 1997 . Drilling was via open hole percussion, RAB, aircore, RC and diamond. The method and quality of sampling was not generally documented, and no QAQC samples were taken to monitor the quality of sampling. Killi Killi West Prospect All sampling reporting gold intersections was by the RC drilling method undertaken by Orion Metals in 2011-12. Drill type (e.g. core, reverse Mt Clifford Prospect Drilling circulation, open-hole hammer, Tunax Resources in 1985 drilled 16 open hole percussion holes for 357m. techniques rotary air blast, auger, Bangka, CRAE in 1986 undertaking RAB (147 holes for 1315 m) and RC (19 holes for 675 m) drilling. sonic, etc) and details (ego core Hillmin Gold Mines in 1988 undertook RC (19 holes for 675 m) and diamond (2 HQ3 holes for diameter, triple or standard tube, 53.5m) drilling, analysing 633 samples for gold by fire assay. depth of diamond tails, face- Dalrymple 1995-97 drilled 135 holes for 2960 metres were drilled on the Mt Clifford Prospect sampling bit or other type, whether comprising 17 RC holes for 1,468m; Vertical RAB 115 holes for 1,415m and Angled RAB 3 holes core is oriented and if so, by what for 77m. method, etc). Jungle Well Prospect Dechow & Co Pty and Kulim Ltd conducted a total of 43 holes since 1981 to 1986. Which consists of 4 RC drill holes. Triton Resources Ltd drilled 27 RC holes and 20 RAB holes from 1988 to 1993 to test further identified geochemical anomalies in Jungle Well tenement In 1993 Triton further drilled 20 RC holes for resource definition. Australian Goldfields NL Drilled in in 1996 39 RC angled holes totalling 2400m and in 1997 drilled 39 RC angled holes totalling 2749m. Killi Killi West Prospect RC drilling method was employed by Orion Metals in 2011-12. In July 2012 an 8 hole RC drill hole programme, KKO-109 – KKO-116 for a total of 940 metres was done by Orbit Drilling. Method of recording and assessing Mt Clifford Prospect Drill sample core and chip sample recoveries and None of the 4 previous explorers (Tunax, CRAE, HillMin and Dalrymple) described how the RC recovery results assessed. samples were recovered or split at the drill rig. It is presumed that the standard operating Measures taken to maximise sample procedures for the WA exploration industry in the 1980 to 1990s were employed. recovery and ensure representative No comment can be made about measures taken to maximise sample recovery and ensure nature of the samples. representative nature of the samples. Whether a relationship exists No comment can be made about whether sample bias may have occurred. between sample recovery and grade Jungle Well Prospect and whether sample bias may have None of the 3 previous explorers ( Kulim Pty. Ltd, Triton Resources and Australian Goldfields NL occurred due to preferential ) described how the RC samples were recovered or split at the drill rig. It is presumed that the loss/gain of fine/coarse material. standard operating procedures for the WA exploration industry in the 1980 to mid 1990s were employed. Killi Killi West Prospect No details of the sample recovery were reported by Orion Metals except that the majority of drilling was dry. Whether core and chip samples have Mt Clifford Prospect Logging been geologically and geotechnically Tunax produced handwritten logs with gold assay results handwritten into the logs. logged to a level of detail to support CRAE produced electronic logs with a written description of the lithology. appropriate Mineral Resource Hill Minerals did not provide the logs in their WAMEX reports but logging was annotated onto estimation, mining studies and drill hole traces on cross sections – electronic drafting. metallurgical studies. Dalrymple provided printouts of coded lithology logs for each hole but no key for the codes. Whether logging is qualitative or Jungle Well Prospect quantitative in nature. Core (or Kulim Pty Ltd produced handwritten logs with gold assay results. costean, channel, etc) photography. Triton produced both handwritten logs and printed gold assay results.

Independent Geologist’s Report – PVW Resources NL Appendix 2 Page 80

The total length and percentage of Australian Goldfields produced both handwritten and printed logs with gold assay results. the relevant intersections logged. Killi Killi West Prospect Simple geological descriptions were entered into a single field in electronic logs for each metre. If core, whether cut or sawn and Mt Clifford Prospect Sub-sampling whether quarter, half or all core Hill Minerals in 1988 undertook surveying and sampling of the historic workings at Mt Clifford, techniques and taken. which yielded 57 structurally and lithologically controlled channel samples taken both sample If non-core, whether riffled, tube horizontally and vertically, and where possible, normal to the observed geology. preparation sampled, rotary split, etc and Dalrymple Resources explored during 1995-96 , RAB drilling (118 holes for 1492m), RC drilling whether sampled wet or dry. (17 holes for 1468m). For all sample types, the nature, The reverse circulation percussion drilling was carried using wet and dry sample splitters. quality and appropriateness of the Samples were collected every metre and split down to approx. 1 kg samples. Samples were sample preparation technique. composited to represent intervals of up to 4m over zones showing no alteration or apparent Quality control procedures adopted mineralisation, and 1metre for the rest of the hole. Samples were submitted for assay Au by for all sub-sampling stages to AAS with repeats of significant assays by FA. maximise representivity of samples. Dalrymple sampled at 1 metre and 4 metre intervals with the 1 metre samples used to follow up Measures taken to ensure that the results of greater than 0.25 9/t gold. AR samples were assayed by fire assay. sampling is representative of the in Jungle Well Prospect situ material collected, including for No mention in Kulim Pty. Ltd. and Triton Resources reports on how samples were collected. instance results for field Australian Goldfields sampled using 5m composite intervals with 1m samples collected through duplicate/second-half sampling. zones interpreted as mineralised or composite sample anomalous for Au and assay method Whether sample sizes are used is FA. appropriate to the grain size of the Killi Killi West Prospect material being sampled. RC drill hole samples comprised of 2 metre composite samples from the silicified conglomerate lenses a few metres above the unconformity and 4 metre composite samples taken from the underlying stratigraphic sequence. No details of the sub sampling protocols were reported by Orion Metals. The nature, quality and Mt Clifford Prospect Quality of appropriateness of the assaying and Tunax and CRAE did not state the method of assay or the lab used or method of assay. assay data and laboratory procedures used and Hill Minerals Gold Mines analysing 633 samples for gold by fire assay. laboratory whether the technique is considered Dalrymple Resources RC samples were assayed for Au, Pt and Pd as 5m composites by tests partial or total. Ultratrace, and then the best intercepts were re-assayed as 1m splits using ICP-OES. For geophysical tools, spectrometers, Jungle Well Prospect handheld XRF instruments, etc, the Kulim Pty Ltd did not mention any assay method or labs used for determining assay values parameters used in determining the Triton Resources reported the assays were carried out at Analabs of Kalgoorlie for Au. The FA- analysis including instrument make 50 procedure was employed which involves fire assay of a 50gram sample aliquot with lower and model, reading times, detection limit. Australian Goldfields NL collected in 1996 a total of 1177 samples for assay on calibrations factors applied and their which 961 one metre sample ( Au FA assay on) and 216 six metre composites were assayed by derivation, etc. Ultra Trace Perth for Au(ppb) , As, Cu, Pb, Zn, Ni, Cr, Pt and Pd. Nature of quality control procedures Australian Goldfields NL in 1997also submitted 61 composite samples that were assayed on adopted (e.g. standards, blanks, mine site laboratory for Au using Leachwell technique and 2464m samples were sent to KAL duplicates, external laboratory Assay Labs in Kalgoorlie for Au using FA method checks) and whether acceptable Killi Killi West Prospect levels of accuracy (i.e. lack of bias) RC drill hole composite samples were analysed at SGS laboratories, Newburn, Western and precision have been established. Australia. Au by FAA303 (FAS, AAS, 30g). The verification of significant Mt Clifford Prospect Verification of intersections by independent or All the drilling was done by previous explorers. There is no record of verification, twinned holes, sampling and alternative company personnel. data entry procedures, data verification, data storage (physical and electronic) protocols. Some assaying The use of twinned holes. analytical lab reports are provided. No adjustment to assay data are known. Jungle Well Prospect Documentation of primary data, All the drilling was done by previous explorers. There is no record of verification, twinned holes, data entry procedures, data data entry procedures, data verification, data storage (physical and electronic) protocols. Some verification, data storage (physical analytical lab reports are provided. No adjustment to assay data are known. and electronic) protocols. Australian Goldfields stated a drill hole database compiled by Snowden to calculate the resource Discuss any adjustment to assay in 1997 data. Killi Killi West Prospect No details of verification were provided. Several inconsistencies between databases have been identified by PVW’s data review. Accuracy and quality of surveys used Mt Clifford Prospect Location of to locate drill holes (collar and down- Collar survey methods were not disclosed by Tunax, CRAE, HillMin and Dalrymple data points hole surveys), trenches, mine There is no down hole survey for any holes. workings and other locations used in The old AMG and a local grid were used. These have been converted to UTM MGA Zone 51. Mineral Resource estimation. Some drill hole collars remain and have been resurveyed by hand held GPS. Specification of the grid system used. Little topographic control was implemented. Jungle Well Prospect Quality and adequacy of topographic Collar survey methods were not mentioned by Kulim Pty Ltd and Triton. control. There is no down hole survey for any holes for Kulim Pty Ltd and Triton. The old AMG and a local grid were used. These have been converted to UTM MGA Zone 51. Australian Goldfields have the majority of collar locations surveyed by mine surveyor on mine grid. The AMG coordinates were transformed to mine grid . All holes with Australian Goldfields were drilled at -60 degrees to the West with no downhole survey recorded. Little topographic control was implemented. Killi Killi West Prospect No details on the method of survey were provided in the reports by Orion. Data spacing for reporting of Mt Clifford Prospect Data spacing Exploration Results. A map showing the drilling at Mt Clifford is provided above. The average spacing is 20m x20m

Independent Geologist’s Report – PVW Resources NL Appendix 2 Page 81

and Whether the data spacing and Some sample compositing has been applied. distribution distribution is sufficient to establish Jungle Well Prospect the degree of geological and grade A map showing collar plan of Jungle Well Open pit area is provided above. The average spacing continuity appropriate for the is 20m x20m Mineral Resource and Ore Reserve Some sample compositing has been applied reported by Australian Goldfields NL estimation procedure(s) and North of Jungle Well the drill spacing in 100mx 20m RAB holes and to the South of the Pit 200m classifications applied. X 20m Whether sample compositing has RAB drilling spacing been applied. Killi Killi West Prospect Drill holes were space at 20 to 50m intervals and angled in a variety of directions and angles but mostly 80 or 90 degrees. Whether the orientation of sampling Mt Clifford Prospect Orientation of achieves unbiased sampling of The drilling was generally angled to the west which intersected the shallowly east dipping data in relation possible structures and the extent to mineralisation at high angles reducing the potential for sample bias. to geological which this is known, considering the Jungle Well Prospect structure deposit type. The drilling was a series of angled to the west and vertical directions holes which previously If the relationship between the intersected east dipping and mineralised shear zone near surface within the oxide/laterite drilling orientation and the zone. The samples bias cannot be determined at this stage as the ore body continuity has not orientation of key mineralised been established below the current pit as further drilling is still required. structures is considered to have Killi Killi West Prospect introduced a sampling bias, this The orientation of the mineralised structure has not been clearly established. Bedding is should be assessed and reported if shallowly dipping. material. Sample The measures taken to ensure Mt Clifford, Jungle Well, Killi Killi West Prospect security sample security. Unknown - no documentation was found. Audits or The results of any audits or reviews Mt Clifford Prospect , Jungle Well, Killi Killi West Prospect reviews of sampling techniques and data. No audits or reviews are recorded.

Section 2 Reporting of Exploration Results (Criteria listed in the preceding section also apply to this section.) Criteria Explanation Comment Type, reference name/number, Mt Clifford Prospect Mineral tenement location and ownership Granted Mining Lease. Refer section 2.2 above and land tenure including agreements or Small scale underground and surface mining is currently operation on the Mining Lease under status material issues with third the DMP prospecting permit system. No impediments are foreseen for mining on a large scale. parties such as joint ventures, partnerships, overriding Jungle Well Prospect royalties, native title interests, Granted Mining Lease. Refer section 2.2 above historical sites, wilderness or Previous mining of an open pit on the Mining Lease in 1990’s. No impediments are foreseen national park and for mining again. environmental settings. The security of the tenure held Killi Killi West Prospect at the time of reporting along Exploration Licences - Refer section 3.2 above. with any known impediments to obtaining a licence to operate in the area. Exploration done by Acknowledgment and appraisal All exploration has been done by other parties for all 3 of the prospects discussed in this other parties of exploration by other parties. report. Deposit type, geological setting Refer to the geology sections for each of the 4 project areas in the report above. Geology and style of mineralisation. A summary of all information Refer to Appendix 1 for a tables providing summary of all information material to the Drill hole material to the understanding understanding of the exploration results including a tabulation of the following information: Information of the exploration results For every RC and diamond drill hole at the prospect: Hole ID, Type, Depth, North, East, RL, Dip, including a tabulation of the Azimuth, Date, Company. following information for all All intersection which assayed over the following criteria were detailed with: Hole ID, From, To, Material drill holes: Length, Au. Cut-off criteria: greater than 3m @ 0.5 g/t Au with 1m of internal waste (<0.5 g/t) permitted. All intervals not provided were less than this. In reporting Exploration Results, Mt Clifford and Jungle Well Prospects Data aggregation weighting averaging Exploration Results are provided using a weighting averaging techniques - 0.5 g/t over a methods techniques, maximum and/or minimum of 3m composite interval down hole, with up to 1m of internal waste permitted. minimum grade truncations (e.g. cutting of high grades) and cut-off grades are usually Material and should be stated. The assumptions used for any No metal equivalents used for any of the prospects. reporting of metal equivalent values should be clearly stated. These relationships are Mt Clifford Prospect and Jungle Well Relationship particularly important in the Down hole length are reported in all items rather than true widths. Independent Geologist’s Report – PVW Resources NL Appendix 2 Page 82

between reporting of Exploration Results. mineralisation Jungle Well Prospect If the geometry of the widths and Down hole length are reported in all items rather than true widths. mineralisation with respect to intercept lengths the drill hole angle is known, its Killi Killi West Prospect nature should be reported. Down hole length are reported in all items rather than true widths. If it is not known and only the

down hole lengths are reported, there should be a clear statement to this effect. Appropriate maps and sections Mt Clifford Prospect Diagrams (with scales) and tabulations of Appropriate diagrams are provided in the report body. intercepts should be included Jungle Well Prospect for any significant discovery Appropriate diagrams are provided in the report body. being reported These should Killi Killi West Prospect include, but not be limited to a The prospect is still at an early stage of investigation with only a few holes drilled to test the plan view of drill hole collar gold mineralisation detected, therefore the inclusion of plans and sections is not yet locations and appropriate warranted. sectional views. Where comprehensive reporting No reporting of drill hole grade information has been made for the Gordon Sirdar or the Balanced reporting of all Exploration Results is not Brilliant Well projects, which are at a early stage of exploration with no targets as yet defined. practicable, representative Significant intercepts have been discussed for the Mt Clifford project (Jungle Well prospect and reporting of both low and high Mt Clifford prospect) and Tanami West project (Killi Killi prospect). grades and/or widths should be The location and tenor of significant drill intersections have also been shown on representative practiced to avoid misleading cross sections and long sections for the Jungle Well and the Mt Clifford prospects. This has reporting of Exploration Results. been balanced by reporting summary information for all the RC and diamond holes drilled on each of these 3 prospects in Appendix 2. The collar information is provided in Appendix 2 (BHID, Type, Company, Total Depth, Date, Easting, Northing, RL, Inclination, Azimuth), and the significant intercepts are provided in Appendix 2. All drill hole intervals not reported are <0.5g/t Au under 3m, which is the majority of the samples. This is made clear on the cross sections provided in the report. No reporting of drill hole grade information has been made for the remainder of the Mt Clifford and Tanami project tenements outside the 3 prospects, these tenements are at a early stage of exploration with no targets as yet defined. Other substantive Other exploration data, if Mt Clifford Prospect exploration data meaningful and material, Dalrymple Resources explored during 1995-96 and undertook a ground magnetic survey, a TEM should be reported. survey. Hill Minerals in 1988 undertook metallurgical test work by AMMTC in Perth on 2 composite samples which yielded positive results. Cyanidation bottle toll tests on the high grade (20g/t Au) samples returned recoveries of between 86% and 89% using standard chemical loadings and grind size. Small scale mining by the tenement vendors, the Williams Syndicate, is providing fresh underground openings into the mineralised veins and shears with gold ore being mined and processed on site at a rate of 2 t/day. Jungle Well Prospect Kulim Pty. Ltd. conducted some soil geochemical survey followed by RC drilling in 1985 -1986 Genalysis and Australian Assay Laboratories assayed the samples but methodology was not mentioned. Further testing on Aeromagnetic Anomalies and soils anomalies by drilling RAB and RC holes was done by Triton Resources up to early 1990s along the strike of the Jungle well Tenement M37/135. Triton Resources conducted a trial pit prior in the early 1990’s with 3 diamond holes used for metallurgical samples and the test indicated cyanide extraction of 94.6% of the gold in 24 hours. The nature and scale of planned Mt Clifford Prospect and Jungle Well Further Work further work (e.g. tests for Significant further work is planned for the 2 prospects including, data compilation, 3D lateral extensions or depth modelling, structural analysis, geophysical data reprocessing, underground sampling, RC extensions or large-scale step- drilling (resource and extensional), QAQC controls, survey picked, topographic surveying, out drilling). down hole surveying, resource estimation, diamond drilling, metallurgical test work, mining studies, environmental baseline surveys, geotechnical work; leading to feasibility studies. Killi Killi West Prospect Further work is planned for Killi Killi West which may include data compilation, 3D modelling, structural analysis, mapping and drilling. Diagrams clearly highlighting Mt Clifford Prospect the areas of possible extensions, Diagrams provided in body of report. including the main geological Jungle Well Prospect interpretations and future Diagrams provided in body of report. drilling areas, provided this Killi Killi West Prospect information is not commercially Diagrams have not been provided as the gold mineralisation has not yet been adequately sensitive. defined by the limited drilling to date.

Independent Geologist’s Report – PVW Resources NL Appendix 2 Page 83

7. FINANCIAL INFORMATION

[commences on the following page]

132

31 October 2018

The Directors PVW Resources NL Level 1, 675 Murray Street West Perth, WA 6005

Dear Directors

Independent Accountant’s Report

Independent Limited Assurance Report (“Report”) on PVW Resources NL Historical and Pro Forma Historical Financial Information

Introduction

We have been engaged by PVW Resources NL (“PVW Resources” or the “Company”) to report on the historical financial information of PVW Resources for the period ended 30 June 2018 and pro forma financial information of the Company as at 30 June 2018 for inclusion in the prospectus (“Prospectus”) of PVW Resources dated on or about 31 October 2018 in connection with PVW Resources’ proposed initial public offering and listing on the Australian Securities Exchange (“ASX”), pursuant to which the Company is offering 25,000,000 ordinary PVW Resources shares at an issue price of $0.20 per share to raise $5 million (“minimum subscription”). Oversubscriptions of up to a further 10,000,000 ordinary PVW Resources shares at an issue price of $0.20 per Share may be accepted resulting in the maximum total raising of up to $7 million (“maximum subscription”). Expressions and terms defined in the Prospectus have the same meaning in this Report.

The future prospects of the Company, other than the preparation of a Pro Forma Historical Financial Information assuming completion of the transactions summarised in Note 1 of the Appendix of this Report, are not addressed in this Report. This Report also does not address the rights attaching to the shares to be issued pursuant to this Prospectus, nor the risks associated with an investment in shares in the Company.

Background

PVW Resources was incorporated in Western Australia (“WA”) as an unlisted no liability company on 1 February 2018. Since incorporation the Company has acquired a number of tenement packages with a focus on exploring for precious metals, with gold being the key focus. The Company’s exploration activities are predominately focussed on gold exploration. The Company holds tenement packages with rights to three different areas of interest in Western Australia, grouped into the following three distinct projects:

 Mount Clifford Project (including the Brilliant Well Project) – This project consists of two exploration licences and six prospecting licences. It is situated in close proximity to a number of junior and Tier 1 gold operators. Included in this project is the historical Jungle Well mine which was closed in 1996 following a major cyclone that flooded the pit. The Viking mine, which is not part of the PVW tenement, is immediately to the south

of the Mount Clifford tenements. Also included in the Mount Clifford Project Area is the Brilliant Well Project which comprises one granted exploration licence.

 Tanami West Project – This project consists of seven granted exploration licences and six exploration licence applications. It is situated in the Kimberly region of WA, adjacent the Northern Territory border. Tanami is known for its high exploration potential and significant mineralisation. The Company has also entered into a farmin and joint venture agreement to earn up to a 90% interest in the tenements comprising the Tanami West Project. The Company has already completed the requirements to earn its initial 35% interest in those tenements.

 Gordon Sirdar Project – This project consists of three granted exploration licences and five prospecting licence applications. It is situated in close proximity to Kalgoorlie in WA and is surrounded by many gold deposits and operating gold mills.

Historical financial information

You have requested Nexia Perth Corporate Finance Pty Ltd (“NPCF”) to review the following historical financial information of the Company included in the Prospectus and the Appendix to this Report:

 The consolidated statements of financial performance and cash flows of the Company and its controlled entities for the year ended 30 June 2018; and

 The consolidated statement of financial position of the Company and its controlled entities as at 30 June 2018.

(together the “Historical Financial Information” attached at the Appendix to this Report).

The Historical Financial Information has been prepared in accordance with the stated basis of preparation, being the recognition and measurement principles of the International Financial Reporting Standards and the Company’s adopted accounting policies.

The Historical Financial Information has been extracted from the financial statements of the Company for the period 1 February 2018 to 30 June 2018, which were audited by Nexia Perth Audit Services Pty Ltd (“NPAS”) in accordance with Australian Auditing Standards. The audit report issued for the year ended 30 June 2018 was an unqualified opinion.

The Historical Financial Information is presented in the Prospectus in an abbreviated form, insofar as it does not include all of the presentation and disclosures required by International Financial Reporting Standards and other mandatory professional reporting requirements applicable to general purpose financial reports prepared in accordance with the Corporations Act 2001.

Pro forma historical financial information

You have requested NPCF to review the pro forma historical consolidated statement of financial position as at 30 June 2018, referred to as “the Pro Forma Historical Financial Information”.

The Pro Forma Historical Financial Information has been derived from the Historical Financial Information of the Company after adjusting for the effects of the subsequent events and pro forma adjustments described in Note 1 of the Appendix to this Report. The stated basis of preparation is the recognition and measurement principles of the International Financial Reporting Standards applied to the Historical Financial Information and the events or transactions to which the subsequent events and pro forma adjustments relate, as described in Note 1 of the Appendix to this Report, as if those events or transactions had occurred as at the date of the Historical Financial Information. Due to its nature, the Pro Forma Historical Financial Information does not represent the Company’s actual or prospective financial position or statement of financial performance.

Directors’ responsibility

The Directors of the Company are responsible for the preparation of the Historical Financial Information and Pro Forma Historical Financial Information, including the selection and determination of pro forma adjustments made to the Historical Financial Information and included in the Pro Forma Historical Financial Information. This includes responsibility for such internal controls as the Directors determine are necessary to enable the preparation of Historical Financial Information and Pro Forma Historical Financial Information that are free from material misstatement, whether due to fraud or error.

Our responsibility

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

A review consists of making such enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. Our procedures included:

 A consistency check of the application of the stated basis of preparation to the Historical and Pro Forma Historical Financial Information;  A review of the Company’s and its auditors’ work papers, accounting records and other documents;  Enquiry of directors, management personnel and advisors;  Consideration of subsequent events and pro forma adjustments described in Note 1 of the Appendix to this Report; and  Performance of analytical procedures applied to the Pro Forma Historical Financial Information.

A review is substantially less in scope than an audit conducted in accordance with Australian Auditing Standards and consequently does not enable us to obtain reasonable assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

Conclusions

Historical Financial Information

Based on our review, which is not an audit, nothing has come to our attention that causes us to believe that the Historical Financial Information, as described in the Appendix to this Report, and comprising:

 The consolidated statements of financial performance and cash flows of the Company and its controlled entities for the year ended 30 June 2018; and  The consolidated statement of financial position as at 30 June 2018 of the Company and its controlled entities, are not presented fairly, in all material respects, in accordance with the stated basis of preparation, as described in Note 2(a) of the Appendix to this Report.

Pro Forma Historical Financial Information

Based on our review, which is not an audit, nothing has come to our attention that causes us to believe that the Pro Forma Historical Financial Information, as described in the Appendix to this Report, and comprising the consolidated statements of financial position as at 30 June 2018 of the Company and its controlled entities are not presented fairly in all material respects, in accordance with the stated basis of preparation, as described in Note 2(a) of the Appendix of this Report.

Restriction on Use

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

Responsibility

NPCF has consented to the inclusion of this assurance report in the Prospectus in the form and context in which it is included. NPCF has not authorised the issue of the Prospectus. Accordingly, NPCF makes no representation regarding, and takes no responsibility for, any other documents or material in, or omissions from, the Prospectus.

Disclosure of Interest

NPCF does not have any pecuniary interest that could reasonably be regarded as being capable of affecting its ability to give an unbiased conclusion in this matter. NPCF will receive a professional fee for the preparation of this Report.

Yours faithfully NEXIA PERTH CORPORATE FINANCE PTY LTD

T J SPOONER FCA FCA(UK) ACIS AGIA AMIIA DIRECTOR

Appendix A – Historical and Pro Forma Financial Information

CONSOLIDATED PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME STATEMENT FOR THE PERIOD 1 FEBRUARY 2018 TO 30 JUNE 2018

CONSOLIDATED 2018 2017 $ $ Continuing Operations Revenue Finance income - -

Non-Executive Directors’ fees - - Depreciation expenses 3 - Foreign exchange loss - - Exploration expenses 81,534 - Employment expenses - - Share based payments to employees - - Finance costs 87 - Other administrative expenses 15,025 - Loss before income tax (96,649) -

Income tax expense - - Net loss for the period (96,649) -

OTHER COMPREHENSIVE GAIN/(LOSS) Items that may be reclassified subsequently to profit or loss: Exchange differences on translating operations in foreign - - currencies Other comprehensive gain/(loss) for the period net of tax - - Total comprehensive loss attributable to members (96,649) - of PVW Resources NL

Loss per share (cents per share) - basic and diluted 0.43 -

Investors should note that past results are not a guarantee of future performance.

CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE PERIOD 1 FEBRUARY 2018 TO 30 JUNE 2018

2018 2017 $ $

CASH FLOWS FROM OPERATING ACTIVITIES Receipts from customers - - Payments to suppliers and employees (85,595) - Interest received - - Interest paid - - Net cash flows used in operating activities (85,595) -

CASH FLOWS FROM INVESTING ACTIVITIES Payment for property, plant and equipment (2,232) - Payment for shares in subsidiary companies - - Net payment for capitalised exploration expenses - - Net cash flows used in investing activities (2,232) -

CASH FLOWS FROM FINANCING ACTIVITIES Issuance of shares, net of capital raising costs 763,100 - Proceeds of borrowings - - Repayment of borrowings and convertible notes - - Net cash flows from financing activities 763,100 -

Net increase/(decrease) in cash and cash equivalents 675,273 - Cash and cash equivalents at beginning of period - - Effects of exchange rate changes on cash and cash - - equivalents Cash and cash equivalents at end of period 675,273 -

Investors should note that past results are not a guarantee of future performance.

HISTORICAL AND PRO FORMA STATEMENT OF FINANCIAL POSITION

Audited Subsequent Unaudited Unaudited Note 30 June 2018 Events Pro Forma Adjustments Pro Forma After public offer (unaudited) Min Max Min Max $ $ $ $ $ $ CURRENT ASSETS Cash and cash equivalents 3 675,273 747,000 3,928,500 5,770,750 5,350,773 7,193,023

Other receivables 4 5,187 (5,000) - - 187 187 680,460 742,000 3,928,500 5,770,750 5,350,960 7,193,210 NON CURRENT ASSETS Plant and Equipment 5 2,229 - - - 2,229 2,229 2,229 - - - 2,229 2,229 CURRENT LIABILITIES Trade and other payables 6 16,238 (16,000) - - 238 238 16,238 (16,000) - - 238 238 NON CURRENT LIABILITIES Rehabilitation Provision 7 - 250,000 - - 250,000 250,000 - 250,000 - - 250,000 250,000 NET ASSETS 666,451 508,000 3,928,500 5,770,750 5,102,951 6,945,201 EQUITY Contributed equity 8 763,100 1,430,500 4,778,500 6,620,750 6,972,100 8,814,350 Reserves 9 - 517,100 - - 517,100 517,100 Accumulated losses 10 (96,649) (1,439,600) (850,000) (850,000) (2,386,249) (2,386,249) TOTAL EQUITY 666,451 508,000 3,928,500 5,770,750 5,102,951 6,945,201

Notes

Note 1: Introduction

The financial information set out in this Appendix consists of the consolidated statement of financial position as at 30 June 2018 and the consolidated statement of financial performance and cash flows for the period ended 30 June 2018 (“Historical Financial Information”) together with the pro forma consolidated statement of financial position as at 30 June 2018, reflecting the Directors’ pro forma adjustments (“Pro Forma Historical Financial Information”).

The Pro Forma Historical Information has been compiled by adjusting the consolidated statement of financial position of the Company for the impact of the following subsequent events and pro forma adjustments:

Adjustments adopted in compiling the Pro Forma Historical Financial Information

The Pro Forma Historical Consolidated Information has been prepared by adjusting the Historical Financial Information to reflect the financial effects of the following subsequent events which have occurred in the period since 30 June 2018 and the date of this Report:

Subsequent events

i. During July 2018 and August 2018, the Company raised $177,000 by issuing 7 million shares at $0.0025 per share and 2 million shares at $0.001 per share. ii. 4,800,000 performance rights were issued to former and current directors valued at $517,000 and expensed in the statement of profit or loss and other comprehensive income as a share based payment. These rights will be accounted for over the respective vesting periods in accordance with AASB2: Share based payment. iii. On 12 August 2018 the Company entered into a Tenement Sale Agreement to acquire the Brilliant Well Tenement (which is one exploration tenement) for a consideration of $15,000 cash and 50,000 shares at $0.05 per share (total value $17,500). iv. On 17 August 2018, the Company issued 5 million shares at $0.025 per share and an additional 2 million shares at $0.01 per share raising a total of $127,000. v. On 20 August 2018, the Company issued a total of 2.5 million shares at $0.05 per share for services rendered to the Company (value of $125,000) and an additional 2 million shares at $0.05 for the purchase of the Gordon Sirdar Tenements (E27/570 and E27/571) (value of $100,000). vi. Pursuant to the farm-in agreement entered into with Orion Metals Ltd (ASX: ORM) on 22 February 2018, on 20 August 2018 PVW Resources NL earnt a 35% interest in the 7 tenements following payment of $40,000 to Orion Metals Ltd. vii. On 23 August 2018 PVW Resources NL acquired 100% of the Jungle Well project for $10,000 cash which consists of 1 mining license (M37/135). viii. During the months of September 2018 and October 2018, the Company raised $1,026,000 by issuing 10.26 million at $0.10 per share. and the following transactions which are yet to occur, but are proposed to occur immediately before or following completion of the Offer:

Pro Forma Adjustments

i. The issue of 25 million ordinary shares at an issue price of $0.20 per share to raise $5,000,000 (minimum subscription) before costs pursuant to the Offer. Oversubscriptions of up to a further 10 million ordinary shares at an issue price of $0.20 per share to raise up to a further $2 million may also be accepted. ii. The issue of 250,000 shares at $0.20 per share and $100,000 in cash to the Lead Manager as a success fee in relation to the Offer. iii. The payment of the remaining cash costs related to the Offer estimated to be in the range of $771,500 (minimum subscription) to $929,250 (maximum subscription). iv. On 13 August 2018, the Company entered into an agreement acquiring 100% of the Mt Clifford tenements from various individuals, the “MCP Parties”, which is inclusive of six prospecting licenses and one mining license. The consideration payable, which is subject to the anticipated IPO, comprise 8 million shares at $0.05 per share (value of $400,000) and a cash payment of $250,000. v. On 20 September 2018, the Company entered into a binding sale agreement with Scotia Nickel Pty Ltd, a subsidiary of Minotaur Exploration Limited, for the acquisition of a gold prospective tenement (E37/909) between the Thunderbox and Bannockburn gold mines near Leinster. The consideration was set at $100,000 cash plus 750,000 ordinary shares at $0.20 per share in the capital of the Company to the value of $150,000 (total value being $250,000). The Sale is subject to the completion of the anticipated Initial Public Offering. As part of the agreement the Company has further agreed to provide Minotaur's shareholders the right to apply for a priority allocation of shares under this Offer, upon release of the Prospectus.

The Pro Forma Historical Financial Information has been presented in abbreviated form and does not contain all the disclosures usually provided in an Annual Report prepared in accordance with the Corporations Act 2001.

Note 2: Statement of significant accounting policies

The Historical Financial Information has been prepared in accordance with the recognition and measurement requirements of the International Financial Reporting Standards (“IFRS”), adopted by the International Standards Board and the Corporations Act 2001.

The significant accounting policies that have been adopted in the preparation and presentation of the historical and the Pro Forma Historical Financial Information are:

(a) Basis of Preparation

The historical and pro forma information has been prepared on an accruals basis and is based on historical costs, modified, where appropriate, by the measurement at fair value of selected non- current assets, financial assets and financial liabilities.

The historical and pro forma financial information is presented in Australian dollars, which is the Company’s functional currency.

Going Concern Basis of Preparation

The historical and pro forma financial information has been prepared on a going concern basis which contemplates the realisation of assets and extinguishment of liabilities in the normal course of business.

(b) Exploration Expenses

The Company has expensed exploration costs as incurred, given that the Company is still evaluating the economical viability and feasibility of extracting the mineral resource.

Plant and equipment is stated at cost less accumulated depreciation and any impairment in value.

Cost includes expenditure that is directly attributable to the acquisition of the asset.

Depreciation is calculated on a diminishing value basis based on the estimated useful life of the asset as follows:

Plant and equipment 10 years Computer Equipment 4 years

An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected to arise from the continued used of the asset.

Any gain or loss arising on derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the item) is included in profit and loss in the period the item is derecognised.

(d) Borrowing costs

Borrowing costs are recognised as an expense when incurred, unless they relate to qualifying assets.

(e) Investments

All investments are initially recognised at cost, being the fair value of the consideration given and including acquisition charges associated with the investment.

Gains and losses are recognised in income when the investments are derecognised or impaired.

(f) Other receivables

Other receivables are recognised and carried at original invoice amount and less an allowance for any uncollectible amounts.

(g) Cash and cash equivalents

Cash and cash equivalents in the statement of financial position comprise cash at bank and in hand.

For the purposes of the Statement of Cash Flows, cash and cash equivalents consist of cash and cash equivalents as defined above, net of outstanding bank overdrafts.

(h) Income tax

Deferred income tax is provided on all temporary differences at the reporting date between the tax bases of assets and liabilities and their carrying amounts for the financial reporting purposes.

Deferred income tax liabilities are recognised for all taxable temporary differences:

. except where the deferred income tax liability arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss; and . in respect of taxable temporary differences associated with investments in subsidiaries, associates and interests in joint ventures, except where the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future.

Deferred income tax assets are recognised for all deductible temporary differences, carry-forward of unused tax assets and unused tax losses, to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carry-forward of unused tax assets and unused tax losses can be utilised:

. except where the deferred income tax asset relating to the deductible temporary differences arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss; and . in respect of deductible temporary differences associated with investments in subsidiaries, associates and interests in joint ventures, deferred tax assets are only recognised to the extent that it is probable that the temporary differences will reverse in the foreseeable future and taxable profit will be available against which the temporary differences can be utilised.

The carrying amount of deferred income tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred income tax asset to be utilised.

Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the balance sheet date.

Income taxes relating to items recognised directly in equity are recognised in equity and not in profit and loss.

(i) Other taxes

Revenues, expenses and assets are recognised net of the amount of GST and similar taxes except:

. where the GST incurred on a purchase of goods and services is not recoverable from the taxation authority, in which case the GST is recognised as part of the cost of acquisition of the asset or as part of the expense item as applicable; and

. receivables and payables are stated with the amount of GST included.

The net amount of GST recoverable from, or payable to, the taxation authority is included as part of receivables or payables in the balance sheet.

Cash flows are included in the Statement of Cash Flows on a gross basis and the GST component of cash flows arising from investing and financing activities, which is recoverable from, or payable to, the taxation authority, are classified as operating cash flows. Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable to, the taxation authority.

(j) Financial risk management objectives and policies

The Company’s principal financial instruments comprise receivables, payables, and cash. There was no exposure to interest rate and foreign current risk in the current period.

Note 3: Cash and cash equivalents

Consolidated Consolidated Unaudited Audited Pro forma after Public Offer 30 June 2018 Min Max $ $ $

Cash and cash equivalents 675,273 5,350,773 7,193,023

Audited balance of PVW Resources NL at 30 June 2018 675,273 675,273

Subsequent adjustments: Corporate and exploration costs (431,000) (431,000) Payments on pursuant to tenement acquisition agreements (10,000) (10,000) Proceeds from seed capital raising 1,188,000 1,188,000

747,000 747,000 Pro forma adjustments:

Proceeds from shares issued under the Public Offer 5,000,000 7,000,000 Payments on pursuant to tenement acquisition agreements (300,000) (300,000) Cost of the Public Offer and Transaction costs (771,500) (929,250)

3,928,500 5,770,750

Pro forma balance 5,350,773 7,193,023

Note 4: Other receivables Consolidated Consolidated Unaudited Audited Pro forma after Public Offer 30 June 2018 Min Max $ $ $ Other receivables 5,187 187 187

Audited balance of PVW Resources NL at 30 June 2018 5,187 5,187

Subsequent adjustments: Receipts (5,000) (5,000)

Pro forma adjustments: - -

Pro forma balance 187 187

Note 5: Property, plant and equipment

Consolidated Consolidated

Audited Unaudited 30 June Pro forma after Public Offer 2018 Min Max $ $ $

Property, plant and equipment 2,229 2,229 2,229

Audited balance of PVW Resources NL at 30 June 2018 2,229 2,229

Subsequent adjustments: - -

Pro forma adjustments: - -

Pro forma balance 2,229 2,229

Note 6: Trade and other payables

Consolidated Consolidated Unaudited Audited Pro forma after Public Offer 30 June 2018 Min Max $ $ $

Other payables 16,238 238 238

Audited balance of PVW Resources NL at 30 June 2018 16,238 16,238

Subsequent adjustments: Advance payment on shares issued pre-30 June 2018 (15,000) (15,000) Payment of trade and other payables (1,000) (1,000)

Pro forma adjustments: - -

Pro forma balance 238 238

Note 7: Rehabilitation provision

Consolidated Consolidated Unaudited Audited Pro forma after Public Offer 30 June 2018 Min Max $ $ $ Rehabilitation provision - 250,000 250,000

Audited balance of PVW Resources NL at 30 June 2018 - -

Subsequent adjustments: Increase in rehabilitation provision 250,000 250,000

Pro forma adjustments: - -

Pro forma balance 250,000 250,000

Note 8: Contributed Equity

Value of Shares Consolidated Consolidated Audited Unaudited 30 June Pro forma after Public Offer 2018 Min Max $ $ $ Contributed Equity 763,100 6,972,100 8,814,350

Audited balance of PVW Resources NL at 30 June 2018 763,100 763,100

Subsequent adjustments: Initial seed raising 177,000 177,000 Additional seed raising 1,026,000 1,026,000 Issue of shares for services 225,000 225,000 Issue of shares to acquire Brilliant Well 2,500 2,500 1,430,500 1,430,500

Pro forma adjustments: Proceeds from shares issued under the Public Offer 5,000,000 7,000,000 Issue of shares to lead advisor 50,000 50,000 Issue of shares to acquire Mt Clifford (E37/909) 150,000 150,000 Issue of shares to acquire Mt Clifford Project 400,000 400,000 Cost of the Public Offer and Transaction costs (821,500) (979,250) 4,778,500 6,620,750

Pro forma balance 6,972,100 8,814,350

Note 8: Contributed Equity (Continued)

Number of Shares Consolidated Consolidated Audited Unaudited 30 June Pro forma after Public Offer 2018 Min Max Number Number Number Contributed Equity 36,500,000 94,310,000 104,310,000

Audited balance of PVW Resources NL at 30 June 2018 36,500,000 36,500,000

Subsequent adjustments: Initial seed raising 9,000,000 9,000,000 Additional seed raising 10,260,000 10,260,000 Issue of shares for services 4,500,000 4,500,000 23,760,000 23,760,000 Pro forma adjustments: Proceeds from shares issued pursuant to the Prospectus 25,000,000 35,000,000 Issue of shares to acquire Brilliant Well 50,000 50,000 Issue of shares to lead advisor 250,000 250,000 Issue of shares to acquire Mt Clifford (E37/909) 750,000 750,000 Issue of shares to acquire Mt Clifford Project 8,000,000 8,000,000 34,050,000 44,050,000

Pro forma balance 94,310,000 104,310,000

Note 9: Reserves

Consolidated Consolidated Unaudited Audited Pro forma after Public Offer 30 June 2018 Min Max $ $ $ - 517,100 517,100

Audited balance of PVW Resources NL at 30 June 2018 - -

Subsequent adjustments: Performance Rights 517,100 517,100

Pro forma adjustments: - -

Pro forma balance 517,100 517,100

Note 10: Accumulated losses

Consolidated Consolidated Unaudited Audited Pro forma after Public Offer 30 June 2018 Min Max $ $ $ Accumulated losses (96,649) (2,386,249) (2,386,249)

Audited balance of PVW Resources NL at 30 June 2018 (96,649) (96,649)

Subsequent adjustments: Corporate and exploration costs (435,000) (435,000) Share based payment - exploration costs (225,000) (225,000) Share based payment - issue of performance rights (517,100) (517,100) Issue of shares under Brilliant Well Agreement (2,500) (2,500) Payment to vendors of various Mt Clifford tenements (10,000) (10,000) Increase in Jungle Well Rehabilitation Provision (250,000) (250,000) (1,439,600) (1,439,600)

Pro forma adjustments: Issue of shares under Mt Clifford MEP Agreement (E37/909) (150,000) (150,000) Issue of shares under Mt Clifford Agreement (400,000) (400,000) Payment to vendors of various Mt Clifford tenements (300,000) (300,000) (850,000) (850,000)

Pro forma balance (2,386,249) (2,386,249)

8. SOLICITOR’S REPORT ON TENEMENTS

[commences on the following page]

150

31 October 2018

The Board of Directors of PVW Resources NL Level 1 675 Murray Street West Perth, WA 6005

To the Board of Directors

SOLICITOR’S REPORT ON TENEMENTS

This Report is prepared for inclusion in a prospectus for the initial public offer of 25,000,000 shares in the capital of PVW Resources NL (ACN 624 170 074) (Company) at an issue price of $0.20 cents per share to raise up to $5,000,000 and an oversubscription of up to a further 10,000,000 Shares at an issue price of $0.20 per Share to raise up to a further $2,000,000 (Prospectus).

1. SCOPE

We have been requested to report on certain mining tenements in which the Company has an interest (the Tenements).

The Tenements are located in Western Australia. Details of the Tenements are set out in Part I of this Report.

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

2. SEARCHES

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

(a) we have obtained mining tenement register searches of the Tenements from the registers maintained by the Western Australian Department of Mines, Industry Regulation and Safety (DMIRS)(Tenement Searches). These searches were conducted on 6 September 2018 and 31 October 2018 (in relation to E37/909) and conducted online searches on 26 October and 31 October 2018 to ensure no material information had changed in relation to the Tenements. Key details on the status of the Tenements are set out in Part I of this Report;

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(b) we have obtained results of searches of the schedule of native title applications, register of native title claims, national native title register, register of indigenous land use agreements and national land use agreements as maintained by the National Native Title Tribunal (NNTT) for any native title claims (registered or unregistered), native title determinations and indigenous land use agreements (ILUAs) that overlap or apply to the Tenements. This material was obtained on 6 September 2018. Details of any native title claims (registered or unregistered), native title determinations and ILUAs are set out in Section 5 of this Report and Part II of this Report;

(c) we have obtained searches from the online Aboriginal Heritage Enquiry System maintained by the Department of Planning, Lands and Heritage (DPLH) for any Aboriginal sites registered on the Western Australian Register of Aboriginal sites over the Tenements (Heritage Searches). These searches were conducted on 6 September 2018 and 31 October 2018 (in relation to E37/909). Details of any Aboriginal Sites are set out in Part II of this Report;

(d) we have obtained quick appraisal user searches of Tengraph which is maintained by the DMIRS to obtain details of features or interests affecting the Tenements (Tengraph Searches). These searches were conducted on 6 September 2018 and 31 October 2018 (in relation to E37/909). Details of any material issues identified from the Tengraph Searches are set out in the notes to Part 1 of this Report; and

(e) we have reviewed all material agreements relating to the Tenements provided to us or registered as dealings against the Tenements as at the date of the Tenement Searches and have summarised the material terms (details of which are set out in Part III of this Report).

2. OPINION

As a result of our Searches, but subject to the assumptions and qualifications set out in this Report, we are of the view that, as at the date of the relevant Searches this Report provides an accurate statement as to:

(a) (Company’s interest): the Company’s interest in the Tenements;

(b) (Good standing): the validity and good standing of the Tenements except for E37/909 and P37/8517 which are subject to forfeiture as detailed in Section 9 of this Report; and

3. DESCRIPTION OF THE TENEMENTS

The Tenements comprise eleven (11) exploration licences granted, seven (7) pending exploration licences applied for, five (5) pending prospecting license applied for, two (2) mining leases granted, and six (6) prospecting licences granted under the Mining Act 1978 (WA) (Mining Act). The Schedule provides a list of the Tenements. This section provides a description of the nature and key terms of these types of mining tenements as set out in the Mining Act and potential successor tenements.

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3.1 Prospecting licence

Application: A person may lodge an application for a prospecting licence in accordance with the Mining Act. The mining registrar or warden decides whether to grant an application for a prospecting licence. An application for a prospecting licence (unless a reversion application) cannot be legally transferred and continues in the name of the applicant.

Rights: The holder of a prospecting licence is entitled to enter upon land for the purposes of prospecting for minerals with employees and contractors, and such vehicles, machinery and equipment as may be necessary or expedient.

Term: A prospecting licence has a term of 4 years. Where the prospecting licence was applied for and granted after 10 February 2006, the Minister may extend the term by 4 years and if retention status is granted (as discussed below), by a further term or terms of 4 years. Where a prospecting licence is transferred before a renewal application has been determined, the transferee is deemed to be the applicant.

Retention status: The holder of a prospecting licence applied for and granted after 10 February 2006 may apply for approval of retention status for the prospecting licence. The Minister may approve the application where there is an identified mineral resource in or under the land the subject of the prospecting licence, but it is impractical to mine the resource for prescribed reasons. Where retention status is granted, the minimum expenditure requirements are reduced in the year of grant and cease in future years. However, the Minister has the right to impose a program of works or require the holder to apply for a mining lease. The holder of a prospecting licence applied for or granted before 10 February 2006 can apply for a retention licence (see below), rather than retention status.

Conditions: Prospecting licences are granted subject to various standard conditions including conditions relating to minimum expenditure, the payment of rent and observance of environmental protection and reporting requirements. These standard conditions are not detailed in Part 1 of this Report. A failure to comply with these conditions or obtain an exemption from compliance may lead to forfeiture of the prospecting licence.

Relinquishment: There is no requirement to relinquish any portion of the prospecting licence.

Priority to apply for a mining lease: The holder of a prospecting licence has priority to apply for a mining lease over any of the land subject to the prospecting licence. An application for a mining lease must be made prior to the expiry of the prospecting licence. The prospecting licence remains in force until the application for the mining lease is determined.

Transfer: There is no restriction on transfer or other dealing in a prospecting licence.

3.2 Exploration Licence

Rights: The holder of an exploration licence is entitled to enter the land for the purposes of exploration for minerals with employees and contractors and such vehicles, machinery and equipment as may be necessary or expedient.

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Term: An exploration licence has a term of 5 years from the date of grant. The Minister may extend the term by a further period of 5 years followed by a further period or periods of 2 years.

Retention status: The holder of an exploration licence granted after 10 February 2006 may apply for approval of retention status for the exploration licence. The Minister may approve the application where there is an identified mineral resource in or under the land the subject of the exploration licence but it is impractical to mine the resource for prescribed reasons. Where retention status is granted, the minimum expenditure requirements are reduced in the year of grant and cease in future years. However, the Minister has the right to impose a programme of works or require the holder to apply for a mining lease.

Conditions: Exploration licences are granted subject to various standard conditions, including conditions relating to minimum expenditure, the payment of prescribed rent and royalties and observance of environmental protection and reporting requirements. These standard conditions are not detailed in Part 1 of this Report. A failure to comply with these conditions or obtain an exemption from compliance may lead to forfeiture of the exploration licence.

Relinquishment: The holder of an exploration licence applied for and granted after 10 February 2006 must relinquish not less than 40% of the blocks comprising the licence at the end of the fifth year. A failure to lodge the required partial surrender could render the tenement liable for forfeiture.

Priority to apply for mining lease: The holder of an exploration licence has priority to apply for a mining lease over any of the land subject to the exploration licence. Any application for a mining lease must be made prior to the expiry of the exploration licence. The exploration licence remains in force until the application for the mining lease is determined.

Transfer: No legal or equitable interest in an exploration licence can be transferred or otherwise dealt with during the first year of its term without the prior written consent of the Minister. Thereafter, there is no restriction on transfer or other dealings.

3.3 Mining lease

Application: Any person may lodge an application for a mining lease, although a holder of a prospecting licence, exploration licence or retention licence over the relevant area has priority. The Minister decides whether to grant an application for a mining lease.

The application, where made after 10 February 2006, must be accompanied by either a mining proposal or a statement outlining mining intentions and a “mineralisation report” indicating there is significant mineralisation in the area over which a mining lease is sought. A mining lease accompanied by a “mineralisation report” will only be approved where the Director, Geological Survey considers that there is a reasonable prospect that the mineralisation identified will result in a mining operation.

Rights: The holder of a mining lease is entitled to mine for and dispose of any minerals on the land in respect of which the lease was granted. A mining lease entitles the holder to do all acts and things necessary to effectively carry out mining operations.

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Term: A mining lease has a term of 21 years and may be renewed for successive periods of 21 years. Where a mining lease is transferred before a renewal application has been determined, the transferee is deemed to be the applicant.

Conditions: Mining leases are granted subject to various standard conditions, including conditions relating to expenditure, the payment of prescribed rent and royalties and observance of environmental protection and reporting requirements. An unconditional performance bond may be required to secure performance of these obligations. A failure to comply with these conditions may lead to forfeiture of the mining lease. These standard conditions are not detailed in Part I of this Report.

Transfer: The consent of the Minister is required to transfer a mining lease.

4. ABORIGINAL HERITAGE

Aboriginal sites were identified from the Heritage Searches (as noted in Part II of this Report).

It is noted that a standard Aboriginal heritage agreement has been entered into in respect of the Tenements (as noted in Part II following this Report) which sets out the obligations of the parties holding an interest in the Tenements (whether title or mineral rights only) in protecting Aboriginal heritage in areas where exploration takes place in a manner that is transparent, timely, certain and cost effective.

Under Aboriginal heritage agreements parties holding an interest in a tenement (whether title or mineral rights only) may dispose of any or all of its rights with respect to their interest in the tenement, but must first procure an executed deed of assumption in favour of the relevant native title group by which the assignee (purchaser) agrees to be bound by the provisions of the heritage agreement and to assume, observe and perform the obligations of the assignor (vendor) under the heritage agreement insofar as they relate to the interest being acquired by the assignee (purchaser). In the case of the Company such an assumption would be restricted to the obligations relating to the mineral rights (excluding iron ore) on the Tenements.

As heritage agreements relate to the process of ‘clearing’ areas of land on tenements in order to conduct exploration activities it is possible a purchaser may rely on surveys previously completed by a vendor where it wishes to conduct activities on areas within tenements previously cleared of heritage sites without the requirements to repeat the process and incur additional costs.

4.1 Commonwealth legislation

The Aboriginal and Torres Strait Islander Heritage Protection Act 1984 (Cth) (Commonwealth Heritage Act) is aimed at the preservation and protection of any Aboriginal areas and objects that may be located on the Tenements.

Under the Commonwealth Heritage Act, the Minister for Aboriginal Affairs may make interim or permanent declarations of preservation in relation to significant Aboriginal areas or objects, which have the potential to halt exploration activities. Compensation is payable by the Minister for Aboriginal Affairs to a person who is, or is likely to be, affected by a permanent declaration of preservation.

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It is an offence to contravene a declaration made under the Commonwealth Heritage Act.

4.2 Western Australian legislation

Tenements are granted subject to a condition requiring observance of the Aboriginal Heritage Act 1972 (WA) (WA Heritage Act).

The WA Heritage Act makes it an offence to alter or damage sacred ritual or ceremonial Aboriginal sites and areas of significance to Aboriginal persons (whether or not they are recorded on the register or otherwise known to the Register of Aboriginal Sites, DPLH or the Aboriginal Cultural Material Committee).

The Minister’s consent is required where any use of land is likely to result in the excavation, alteration or damage to an Aboriginal site or any objects on or under that site.

Aboriginal sites may be registered under the WA Heritage Act. However, there is no requirement for a site to be registered. The WA Heritage Act protects all registered and unregistered sites.

5. NATIVE TITLE

5.1 Introduction

This section of the Report examines the effect of native title on the Tenements.

The existence of native title rights held by indigenous Australians was first recognised in Australia in 1992 by the High Court in the case Mabo v. Queensland (no.2) (1992) 175 CLR 1 (Mabo no.2).

The High Court in Mabo no. 2 held that certain land tenure existing as at the date of that case, including mining tenements, where granted or renewed without due regard to native title rights, were invalid. The High Court concluded that:

(a) native title has been wholly extinguished in respect of land the subject of freehold, public works or other previous “exclusive possession” acts; and

(b) native title has been partially extinguished as a result of the grant of “non-exclusive possession” pastoral leases and mining leases, and also as a result of the creation of certain reserves.

As a result of Mabo no. 2, the Native Title Act 1993 (Cth) (NTA) was passed to:

(a) provide a process for indigenous people to lodge claims for native title rights over land, for those claims to be registered by the NNTT and for the Courts to assess native title claims and determine if native title rights exist. Where a Court completes the assessment of a native title claim, it will issue a native title determination that specifies whether or not native title rights exist;

(b) provide (together with associated State legislation) that any land tenures granted or renewed before 1 January 1994 were valid despite Mabo no. 2 (Past Acts). This retrospective validation of land tenure was subsequently extended by the NTA to include freehold and certain

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leasehold (including pastoral leases) granted or renewed before 23 December 1996 (Intermediate Period Acts). Broadly speaking, this means that native title is not extinguished, merely suspended, for the duration of the mining tenement; and

(c) provide that an act that may affect native title rights (such as the grant or renewal of a mining tenement) carried out after 23 December 1996 (a Future Act) must comply with certain requirements for the Future Act to be valid under the NTA. These requirements are called the Future Act Provisions.

5.2 Future Act Provisions

The Future Act Provisions vary depending on the Future Act to be carried out. In the case of the grant of a mining tenement, typically there are four alternatives: the Right to Negotiate, an ILUA, the Infrastructure Process (defined below) and the Expedited Procedure. These are summarised below.

Right to Negotiate

The Right to Negotiate involves a formal negotiation between the State, the applicant for the tenement and any registered native title claimants and holders of native title rights. The aim is to agree the terms on which the tenement can be granted. The applicant for the tenement is usually liable for any compensation that the parties agree to pay to the registered native title claimants and holders of native title. The parties may also agree on conditions that will apply to activities carried out on the tenement (eg in relation to heritage surveys). The classes of conditions typically included in a mining agreement are set out at section 5.3 below.

If agreement is not reached to enable the tenement to be granted, the matter may be referred to arbitration before the NNTT, which has six (6) months to decide whether the State, the applicant for the tenement and any registered native title claimants and holders of native title rights have negotiated in good faith (only if the issue is raised by one of the parties) and then whether the tenement can be granted and if so, on what conditions. The earliest an application for arbitration can be made to the NNTT is six (6) months after the date of notification of commencement of negotiations by the DMIRS.

If the Right to Negotiate procedure is not observed, the grant of the mining tenement will be invalid to the extent (if any) that it affects native title.

ILUA

An ILUA is a contractual arrangement governed by the NTA. Under the NTA, an ILUA must be negotiated with all registered native title claimants for a relevant area. The State and the applicant for the tenement are usually the other parties to the ILUA.

An ILUA must set out the terms on which a tenement can be granted. An ILUA will also specify conditions on which activities may be carried out within the tenement. The applicant for a tenement is usually liable for any compensation that the parties agree to pay to the registered native title claimants and holders of native title in return for the grant of the tenement being approved. These obligations pass to a transferee of the tenement.

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Once an ILUA is agreed and registered, it binds the whole native title claimant group and all holders of native title in the area (including future claimants), even though they may not be parties to it.

Infrastructure Process

The NTA establishes a simplified process for the carrying out of a Future Act that is the creation of a right to mine for the sole purpose of the construction of an infrastructure facility (Infrastructure Process). The NTA defines infrastructure facility to include a range of transportation, marine, aeronautical, electrical, oil, gas, mineral and communication facilities. In Western Australia, DMIRS applies the Infrastructure Process to two classes of mining tenements:

(a) miscellaneous licences for most purposes under the Mining Regulations 1981 (WA) that but, notably, not for a minesite administration facility or a minesite accommodation facility (both of which are dealt with under the Right to Negotiate) or for a search for groundwater (which is dealt with under the Expedited Procedure); and

(b) most general purpose leases.

The State commences the Infrastructure Process by giving notice of the proposed grant of the tenement to any registered native title claimants or native title holders in relation to the land to be subject to the tenement. Those registered native title claimants or holders have two (2) months after the notification date to object in relation to the effect of the grant of the tenement on any registered or determined native title rights. Any objection is lodged with DMIRS.

If a registered native title claimant or holder objects, the applicant for the tenement must consult with that claimant or holder about:

(a) ways of minimising the effect of the grant of the tenement on any registered or determined native title rights;

(b) if relevant, any access to the land; and

If the registered native title claimant or holder does not subsequently withdraw their objection, the State is required to ensure that the objection is heard by an independent person (in Western Australia, this is the Chief Magistrate). The independent person must determine whether or not the registered native title claimant or holder’s objection should be upheld or other conditions should be imposed on the tenement.

Expedited Procedure

The NTA establishes a simplified process for the carrying out of a Future Act that is unlikely to adversely affect native title rights (Expedited Procedure). The grant of a tenement can occur under the Expedited Procedure if:

(a) the grant will not interfere directly with the carrying on of the community or social activities of the persons who are the holders of native title in relation to the land;

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(b) the grant is not likely to interfere with areas or sites of particular significance, in accordance with their traditions, to the persons who are holders of native title in relation to the land; and

(c) the grant is not likely to involve major disturbance to any land or waters concerned or create rights whose exercise is likely to involve major disturbance to any land.

If the State considers the above criteria are satisfied, it commences the Expedited Procedure by giving notice of the proposed grant of the tenement in accordance with the NTA. Persons have until three (3) months after the notification date to take steps to become a registered native title claimant or native title holder in relation to the land to be subject to the tenement.

If there is no objection lodged by a registered native title claimant or a native title holder within four (4) months of the notification date, the State may grant the tenement.

If one or more registered native title claimants or native title holders object within that four (4) month notice period, the NNTT must determine whether the grant is an act attracting the Expedited Procedure. If the NNTT determines that the Expedited Procedure applies, the State may grant the tenement. Otherwise, the Future Act Provisions (eg Right to Negotiate or ILUA) must be followed before the tenement can be granted.

The State of Western Australia currently follows a policy of granting mining leases, prospecting licences and exploration licences under the Expedited Procedure where the applicant has entered into a standard Aboriginal heritage agreement with the relevant registered native title claimants and native title holders. The standard Aboriginal heritage agreement provides a framework for the conduct of Aboriginal heritage surveys over the land the subject of a tenement prior to the conducting of ground-disturbing work and conditions that apply to activities carried out within the tenement.

Exception to requirement to comply with Future Act Provisions

The grant of a tenement does not need to comply with the Future Act Provisions if in fact native title has never existed over the land covered by the tenement, or has been validly extinguished prior to the grant of the tenement. We have not undertaken the extensive research needed to determine if in fact native title does not exist, or has been validly extinguished in relation to the Tenements.

Unless it is clear that native title does not exist (eg in relation to freehold land), the usual practice of the State is to comply with the Future Act Provisions when granting a tenement. This ensures the grant will be valid in the event a court determines that native title rights do exist over the land subject to the tenement.

Where a tenement has been retrospectively validated or validly granted under the NTA, the rights under the tenement prevail over any inconsistent native title rights.

Application to the Tenements

The following sections of the Report identify:

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(a) any native title claims (registered or unregistered), native title determinations and ILUAs in relation to the Tenements (see Section 5.3);

(b) any Tenements which have been retrospectively validated under the NTA as being granted before 23 December 1996 (see Section 5.5);

(c) any Tenements which have been granted after 23 December 1996 and as such will need to have been granted following compliance with the Future Act Provisions to be valid under the NTA. This Report assumes that the Future Act Provisions have been complied with in relation to these Tenements (see Section 5.5); and

(d) any Tenements which are yet to be granted and as such may need to be granted in compliance with the Future Act Provisions in order to be valid under the NTA (see Section 5.5).

5.3 Native title claims, native title determinations and ILUAs

Our searches indicate that 21 of the Tenements are within the external boundaries of the native title claims specified in Part II of the Schedule. One of these claims are yet to be determined by the Federal Court and one of the claims has been determined by the Federal Court and registered.

Our searches did not return any results for ILUAs in relation to any of the Tenements.

Registered native title claimants (and holders of native title under the determinations) are entitled to certain rights under the Future Act Provisions in respect of land in which native title may continue to subsist.

Freehold land

We have assumed that all of the freehold land the subject of the Tenements was validly granted prior to 23 December 1996 and that therefore:

(a) native title has been extinguished in respect of that land;

(b) registered native title claimants (and determined native title holders) are not entitled to rights under the Future Act Provisions in respect of that land.

The Company has advised us that it proposes to undertake exploration and, subject to receipt of relevant approvals, mining activities on areas designated as freehold land. On the basis that native title is extinguished over freehold land, the Company will not be required to enter into negotiations with respect to native title in order to conduct its activities.

Non-freehold land

Native title may continue to subsist in certain parcels of non-freehold land or 'Crown land', including pastoral leases, vacant/unallocated Crown land and certain Crown reserves that were not vested prior to 23 December 1996 and which have not been subsequently developed as public works.

Unless it is essential that the Company has access to any of the above- mentioned parcels (or any other non-freehold land), it is recommended that all parcels of non-freehold land are excised from any applications for mining leases.

PVW Resources NL Page 11 31 October 2018

If the Company wishes to undertake mining activities on any of the above- mentioned parcels, we would expect the Right to Negotiate to apply.

Native title mining agreement

A typical native title mining agreement would impose obligations on the Company in relation to the matters set out below.

(a) (Compensation): The Company would be required to make a number of milestone payments prior to commencement of production (eg at signing of the agreement and at decision to mine). It is currently typical for these payments to total between $150,000 and $350,000. The Company would be required to make a payment based on mineral production, which would be likely to be calculated as a percentage of the 'Royalty Value' of the mineral, as defined by the Mining Regulations 1981(WA). It is currently typical for these payments to be 0.5% of the 'Royalty Value' although they vary by commodity and project. Over the past several years they have ranged between 0.25% and 1%+ of the 'Royalty Value'.

(c) (Aboriginal heritage): The Company would be required to give notice prior to any ground-disturbing activities and to conduct an Aboriginal heritage survey through the relevant registered native title claimants prior to doing so. The Company's right to apply to disturb Aboriginal sites under the Aboriginal Heritage Act 1972 (WA) would be subject to, as a minimum, an obligation to consult with the registered native title claimants prior to doing so.

(d) (Access): The Company would be required to avoid unreasonably restricting the registered native title claimants' rights of access to the relevant areas.

(e) (Environment): The Company would be required to provide copies of all of its environmental approvals to the registered native title claimants. The Company may be required to consider funding the participation of the registered native title claimants in its environmental survey and monitoring processes.

(f) (Training, employment and contracting): The Company would be required to provide certain training, employment and contracting benefits to the registered native title claimants, which may include measures such as funding for Aboriginal scholarships or traineeships, implementation of an Aboriginal training and employment policy and business development assistance for Aboriginal contractors or entities that work with Aboriginal contractors (eg in joint venture arrangements).

(g) (Cross-cultural awareness): The Company would be required to ensure that all of its employees and contractors participate in cross-cultural awareness training, which would be likely to be coordinated by the registered native title claimants.

(h) (Social impact): The Company may be asked to fund a study into the social impact of its operations, including the social impact on the registered native title claimants.

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5.4 Validity of Tenements under the NTA

Our Searches indicate that the Tenements are within the external boundaries of the following native title claims, native title determinations and ILUAs:

Tenement Native Title Claim Native Title ILUA Determination E27/570 WC 2017/001 Federal Court Not applicable E27/571 number WAD186/2017. E27/614 Accepted for P24/5290 registration – P24/5291 registered from 3 P24/5292 August 2017 P24/5293 P24/5294 E80/4029 WCD2001/001 Federal Court Not applicable E80/4197 number WAD160/1997. E80/4558 Application is open, E80/4869 currently identified E80/4919 for registration E80/4920 decision in the E80/4921 Federal Court. E80/5187 E80/5188 E80/5189 E80/5190 E80/5249 E80/5250

The status of any native title claims, native title determinations and ILUAs is summarised in Part II of this Report.

Native title claimants, holders of native title under the determinations and native title parties under ILUAs are entitled to certain rights under the Future Act Provisions.

5.5 Validity of Tenements under the NTA

The sections below examine the validity of the Tenements under the NTA.

Tenements granted before 1 January 1994 (Past Acts)

Our Searches indicate that the following Tenements were granted before 1 January 1994 and as such have been retrospectively validated under the NTA.

Tenement Date of Grant M37/182 30/08/1988

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Tenements granted between 1 January 1994 and 23 December 1996 (Intermediate Period Acts)

Our Searches indicate that none of the Tenements were granted after 1 January 1994 but before 23 December 1996.

Tenements granted after 23 December 1996

Our Searches indicate that the following Tenements were granted after 23 December 1996.

Tenement Date of Grant E27/570 16/11/2016 E27/571 29/12/2016 E37/909 04/05/2009 E37/1254 03/07/2017 E80/4029 16/04/2009 E80/4197 15/10/2009 E80/4558 13/12/2012 E80/4869 17/05/2016 E80/4919 17/05/2016 E80/4920 17/05/2016 E80/4921 17/05/2016 P37/8470 20/11/2014 P37/8517 07/05/2015 P37/8639 01/08/2016 P37/8640 01/08/2016 P37/8641 01/08/2016 P37/9100 13/06/2018

We have assumed that these Tenements were granted in accordance with the Future Act Provisions and as such are valid under the NTA.

Tenements renewed after 23 December 1996

Renewals of mining tenements made after 23 December 1996 must comply with the Future Act Provisions in order to be valid under the NTA.

An exception is where the renewal is the first renewal of a mining tenement that was validly granted before 23 December 1996 and the following criteria are satisfied:

• the area to which the mining tenement applies is not extended;

• the term of the renewed mining tenement is not longer than the term of the old mining tenement; and

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• the rights to be created are not greater than the rights conferred by the old mining tenement.

In such cases, the mining tenement can be renewed without complying with the Future Act Provisions. It is currently uncertain whether this exemption applies to a second or subsequent renewal of such a mining tenement.

Our Searches indicate that the following Tenements have been renewed after 23 December 1996, and as such, may need to have complied with the Future Act Provisions to be validly renewed. We have assumed that the Future Act Provisions were complied with to the extent necessary.

Tenement Date of Grant Date of Renewal M37/182 30/08/1988 13/05/2009

Renewals of Tenements in the future will need to comply with the Future Act Provisions in order to be valid under the NTA. The registered native title claimants and holders of native title identified in Section 5.3 of this Report will need to be involved as appropriate under the Future Act Provisions.

Valid grant of applications for Tenements

The following Tenements are all currently applications and as such the grant of the Tenements will need to satisfy the Future Act Provisions in order to be valid under the NTA.

Applicant Tenement

PVW Gordon Sirdar Pty Ltd E27/614

PVW Resources NL E80/5187

PVW Resources NL E80/5188

PVW Resources NL E80/5189

PVW Resources NL E80/5190

PVW Resources NL E80/5249

PVW Resources NL E80/5250

PVW Resources NL P24/5290

PVW Resources NL P24/5291

PVW Resources NL P24/5292

PVW Resources NL P24/5293

PVW Resources NL P24/5294

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The registered native title claimants, holders of native title and native title parties to any ILUA identified in Section 5.3 of this Report will be involved in accordance with the Future Act Provisions.

6. CROWN LAND

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

Tenement Crown land % overlap

E27/614 “C” Class Reserve Water (R3092) 2.45%

E27/614 “C” Class Reserve Water (R3177) 0.48%

P37/8470 “C” Class Reserve Water (R9741) 1.14%

E80/4029 Unallocated Crown Land 100%

E80/4197 Unallocated Crown Land 100%

E80/4558 Unallocated Crown Land 100%

E80/4869 Unallocated Crown Land 100%

E80/4919 Unallocated Crown Land 100%

E80/4920 Unallocated Crown Land 100%

E80/4921 Unallocated Crown Land 100%

E80/5187 Unallocated Crown Land 100%

E80/5188 Unallocated Crown Land 100%

E80/5189 Unallocated Crown Land 100%

E80/5190 Unallocated Crown Land 100%

E80/5249 Unallocated Crown Land 100%

E80/5250 Unallocated Crown Land 100%

The Mining Act:

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

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

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

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

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

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

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

(a) imposes restrictions on a tenement holder passing over Crown land referred to in section 6(a), including:

(i) taking all necessary steps to notify the occupier of any intention to pass over the Crown land;

(vi) the sole purpose for passing over the Crown land must be to gain access to other land not covered by section 6(a) to carry out prospecting, exploration or mining activities;

(vii) taking all necessary steps to prevent fire, damage to trees, damage to property or damage to livestock by the presence of dogs, the discharge of firearms, the use of vehicles or otherwise; and

(viii) causing as little inconvenience as possible to the occupier by keeping the number of occasions of passing over the Crown land to a minimum and complying with any reasonable request by the occupier as to the manner of passage.

(b) requires a tenement holder to compensate the occupier of Crown land:

(i) by making good any damage to any improvements or livestock caused by passing over Crown land referred to in section 6(a) or otherwise compensate the occupier for any such damage not made good; and

(ix) in respect of land under cultivation, for any substantial loss of earnings suffered by the occupier caused by passing over Crown land referred to in section 6(a).

The warden may not give the order referred to in section 6(a) that dispenses with the occupier’s consent in respect of Crown land covered by section 6(a)(iii). In respect of other areas of Crown land covered by the prohibition in section 6(a), the warden may not make such an order unless he is satisfied that the land is genuinely required for mining purposes and that compensation in accordance with the Mining Act for all loss or damage suffered or likely to be suffered by the occupier has been agreed between the occupier and the tenement holder or assessed by the warden under the Mining Act.

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Although the Company will be able to undertake its proposed activities on those parts of the Tenements not covered by the prohibitions and pass over those parts of the Tenements to which the restrictions do not apply immediately upon listing on ASX, the Company should consider entering into access and compensation agreements with the occupiers of the Crown land upon commencement of those activities in the event further activities are required on other areas of the Tenements which are subject to prohibitions or restrictions.

7. PASTORAL LEASES

As set out in Part I of the Schedule to this Report certain applications and tenements overlap with pastoral leases as follows:

(a) Pastoral Lease PLN049440 (Weebo) overlaps:

(i) 21.62% of E37/909;

(b) Pastoral Lease PLN049945 (Tarmoola) overlaps:

(i) 100% of E37/1254, M37/182, P37/8517, P37/8639, P37/8640, P37/8641, P37/9100;

(ii) 98.86% of P37/8470; and

(iii) 42.77% of E37/909;

(i) 100% of P24/5292, P24/5293, P24/5294;

(ii) 99.91% of P24/5291;

(iii) 99.72% of P24/5290; and

(iv) 85.46% of E27/614;

(d) Pastoral Lease PLN050272 (Mt Vetters) overlaps:

(i) 100% of E27/571;

(ii) 99.23% of E27/570; and

(iii) 11.35% of E27/614

(e) Pastoral Lease PLN050635 (Sturt Meadows) overlaps:

(i) 35.61% of E37/909.

The Mining Act:

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

(b) imposes certain restrictions on a mining tenement holder passing through Crown land, including requiring that all necessary steps are

PVW Resources NL Page 18 31 October 2018

taken to notify the occupier of any intention to pass over the Crown land and that all necessary steps are taken to prevent damage to improvements and livestock; and

(c) provides that the holder of a mining tenement must pay compensation to an occupier of Crown land (ie the pastoral lessee) in certain circumstances, in particular to make good any damage to improvements, and for any loss suffered by the occupier from that damage or for any substantial loss of earnings suffered by the occupier as a result of, or arising from, any exploration or mining activities, including the passing and re-passing over any land.

We have advised the Company of the above overlap and the Company confirms that it will have improvements and other features on the land subject of the pastoral leases which overlaps with the Tenements. The Company acknowledges that it will be required to obtain consent of the occupier or lease holder or the Company can be prevented from undertaking its proposed mining activities on the Tenements. This process is not uncommon for mining leases that overlap with pastoral leases.

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

The DMIRS imposes standard conditions on mining tenements that overlay pastoral leases.

8. ENCROACHMENTS

Where an application is encroached upon by a live tenement, the application as granted will be for a tenement reduced by that amount of land which falls under the live tenement licence.

E27/570 is being encroached by:

(a) L27/60 by 1.25%; and

(b) L27/75 by 1.3%.

E27/571 is being encroached by:

(a) L27/75 by 6.23%;

(b) P27/2398-S by 1.41%; and

E27/614 is being encroached by:

(a) L24/119 by 0.02%;

(b) L24/164 by 0.04%;

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(d) L27/38 by 0.04%;

(e) M24/640 by 2.88%;

(f) M27/202 by 4.59%;

(g) M27/487 by 0.21%;

(h) P24/4818 by 0.88%;

(i) P24/4819 by 0.98%;

(j) P24/4820 by 0.07%;

(k) P24/5134 by 0.05%;

(l) P24/5135 by 0.07%;

(m) P24/5136 by 0.07%;

(n) P24/5137 by 0.07%;

(o) P24/5138 by 0.07%;

(p) P24/5268 by 0.1%;

(q) P24/5269 by 0.52%;

(r) P27/2222 by 0.39%;

(s) P27/2223 by 0.03%;

(t) P27/2383 by 1.35%.

E37/909 is being encroached by :

(a) L37/86 by 0.13%;

(b) L37/137 by 0.31%; and

E80/4558 is being encroached by:

(d) E80/1737 by 3.44%

E80/4869 is being encroached by:

(a) E80/1483 by 0.69%;

(b) L80/45 by 1.42%;

E80/4920 is being encroached by:

(a) L80/45 by 4.13%.

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E80/5189 is being encroached by:

(a) L80/45 by 2.43%.

E80/5249 is being encroached by:

(a) L80/45 by 0.63%.

P24/5290 is being encroached by:

(a) L24/164 by 0.32%.

P24/5291 is being encroached by:

(a) L24/164 by 2.63%.

P24/5292 is being encroached by:

(a) L24/164 by 1.92%.

P24/5293 is being encroached by:

(a) L24/164 by 0.55%.

9. FORFEITURE RISK

Our Searches indicate that, as at 31 October 2018, the Tenements set out in the table below unmet annual minimum expenditure requirements. We understand the DMIRS allows rent to be paid up to 30 days after the end of the tenement year, while applications for an exemption to expenditure can be lodged up to 60 days after the end of a tenement year.

The relevant tenements are at risk of forfeiture if rents are not paid when due, if applications for exemption are not lodged within time or, if lodged, expenditure exemptions are not granted by the DMIRS. The usual outcome with under expenditure is for the DMP to grant an exemption, or a nominal fine is imposed in lieu of forfeiture. However, the Company should confirm whether any material tenements are affected and, if they are, discussions should be held with the DMIRS to determine if there is a real risk of forfeiture for those tenements.

Please not that P37/8517 searches indicate that it is still subject to forfeiture, due to an unpaid fine for the amount of $60.00 which is due on the 4/12/2019 (Fine 541221).

Tenement End of previous Rent outstanding Expenditure tenement year Outstanding E37/909 03/05/2018 $0.00 $25,589.71 P37/8517 06/05/2018 Overpaid $0.10 $0.00

10. ROYALTIES

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

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Tenement(s) Agreement Description Royalty holder under which Royalty arises Mount Clifford Project M37/182, P37,8517, Tenement Sale Refer to Thomas P37/8470, P37/8641, Agreement Sections 2.2 in Geoffrey P37/8640, P37/8639 and entered into on Part III of this Williams, P37/9100 23 August 2018 Report. Norman between PVW Andrew Mt Clifford Pty Williams, Ltd (ACN 107 Glen Neil Biggs, 154 727) and and Saracen Metals Pty Ltd (ACN Amanda 107 154 727) Prabhavalkar (see Material Contract summarised in Section 2.2 of Part III of this Report) M37/135 Sale and Refer to Triton Royalty Sections 2.4 in Resources Agreement Part III of this Limited (CAN entered into on Report. 004 434 904) 12 January 1996 between Consolidated Gold Mines Limited (ACN 056 280 141) and Triton Resources Limited (ACN 004 434 904) (see Material Contract summarised in Section 2.4 of Part III of this Report) 11. QUALIFICATIONS AND ASSUMPTIONS

This Report is subject to the following qualifications and assumptions:

(a) we have assumed the accuracy and completeness of all Searches, register extracts and other information or responses which were obtained from the relevant department or authority including the NNTT;

(b) we assume that the registered holder of a Tenement has valid legal title to the Tenement;

PVW Resources NL Page 22 31 October 2018

(c) this Report does not cover any third party interests, including encumbrances, in relation to the Tenements that are not apparent from our Searches and the information provided to us;

(d) we have assumed that any agreements provided to us in relation to the Tenements are authentic, were within the powers and capacity of those who executed them, were duly authorised, executed and delivered and are binding on the parties to them;

(e) with respect to the granting of the Tenements, we have assumed that the State and the applicant for the Tenements have complied with, or will comply with, the applicable Future Act Provisions;

(f) we have assumed the accuracy and completeness of any instructions or information which we have received from the Company or any of its officers, agents and representatives;

(g) unless apparent from our Searches or the information provided to us, we have assumed compliance with the requirements necessary to maintain a Tenement in good standing;

(h) with respect to the application for the grant of a Tenement, we express no opinion as to whether such application will ultimately be granted and that reasonable conditions will be imposed upon grant, although we have no reason to believe that any application will be refused or that unreasonable conditions will be imposed;

(i) references in Parts I and II of this Report to any area of land are taken from details shown on searches obtained from the relevant department. It is not possible to verify the accuracy of those areas without conducting a survey;

(j) the information in Parts I and II of this Report is accurate as at the date the relevant Searches were obtained. We cannot comment on whether any changes have occurred in respect of the Tenements between the date of the Searches and the date of this Report;

(k) where Ministerial consent is required in relation to the transfer of any Tenement, we express no opinion as to whether such consent will be granted, or the consequences of consent being refused, although we are not aware of any matter which would cause consent to be refused;

(l) we have not conducted searches of the Database of Contaminated Sites maintained by the Department of the Environment and Conservation;

(m) native title may exist in the areas covered by the Tenements. Whilst we have conducted Searches to ascertain that native title claims and determinations, if any, have been lodged in the Federal Court in relation to the areas covered by the Tenements, we have not conducted any research on the likely existence or non-existence of native title rights and interests in respect of those areas. Further, the NTA contains no sunset provisions and it is possible that native title claims could be made in the future; and

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(n) Aboriginal heritage sites or objects (as defined in the WA Heritage Act or under the Commonwealth Heritage Act) may exist in the areas covered by the Tenements regardless of whether or not that site has been entered on the Register of Aboriginal Sites established by the WA Heritage Act or is the subject of a declaration under the Commonwealth Heritage Act other than the Heritage Searches. We have not conducted any legal, historical, anthropological or ethnographic research regarding the existence or likely existence of any such Aboriginal heritage sites or objects within the area of the Tenements.

12. CONSENT

This report is given for the benefit of the Company and the directors of the Company in connection with the issue of the Prospectus and is not to be disclosed to any other person or used for any other purpose or quoted or referred to in any public document or filed with any government body or other person without our prior consent.

Yours faithfully

STEINEPREIS PAGANIN

Page 24

P ART I – TENEMENT SCHEDULE

TENEMENT REGISTERED SHARES GRANT DATE EXPIRY AREA ANNUAL MINIMUM REGISTERED NOTES NATIVE TITLE AND HOLDER / HELD (APPLICATIO DATE SIZE RENT ANNUAL DEALINGS/ ABORIGINAL APPLICANT N DATE) (Blocks) (Next rental EXPENDITURE ENCUMBRANCES HERITAGE year) E27/570 Bell Bay 50/100 16/11/2016 15/11/2021 3BL Rent for the Previous No material Endorsements No Aboriginal Investments tenement Tenement Yr to registered 1 – 9 Heritage sites Pty Ltd year ended 15/11/2017 – Yr 1 dealings or registered. Conditions and 15/11/2019 - – Expended in encumbrances Native Title exists $ 00.00 full 1 – 5 Totode Pty in the entire 50/100 Tengraph Ltd Current determination Tenement Yr to 1 – 4 area (Federal 15/11/2018 – Yr 2 Court Number: - $15,000.00 WAD 186/2017). E27/571 Bell Bay 50/100 29/12/2016 28/12/2021 7BL Rent for the Previous No material Endorsements No Aboriginal Investments tenement Tenement Yr to registered 1 – 9 Heritage sites Pty Ltd year ended 28/12/2017 – Yr 1 dealings or registered. Conditions and 28/12/2019 - – Expended in encumbrances Native Title exists $952.00 full 1-4, 6 Totode Pty in the entire 50/100 Tengraph Ltd Current determination Tenement Yr to 2 – 5 area (Federal 28/12/2018 – Yr 2 Court Number: - $20,000.00 WAD 186/2017). E27/614 PVW 100/100 [19/07/2018] N/A 28BL N/A N/A Objection Endorsements Registered Gordon 537557 N/A Aboriginal Site Sirdar Pty ID: 878 (see note 1) Conditions Ltd Registered N/A Aboriginal Site Tengraph ID: 879 1 – 6 Registered Aboriginal Site ID: 15988 Native Title exists in the entire determination area (Federal Court Number WAD 186/2017).

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TENEMENT REGISTERED SHARES GRANT DATE EXPIRY AREA ANNUAL MINIMUM REGISTERED NOTES NATIVE TITLE AND HOLDER / HELD (APPLICATIO DATE SIZE RENT ANNUAL DEALINGS/ ABORIGINAL APPLICANT N DATE) (Blocks) (Next rental EXPENDITURE ENCUMBRANCES HERITAGE year) E37/1254 Silverton 48/96 03/07/2017 02/07/2022 20BL Rent for the Previous Extension of Time Endorsements No Aboriginal Resources tenement Tenement Yr to 484751 1 – 10 Heritage and Pty Ltd year ended 02/07/2018 – Yr 2 Native Title sites (see note 2) Conditions and 02/07/2020 - – Expended in registered. $2,720.00 full 1 – 4 Thomas 48/96 Tengraph Geoffrey Current Williams Tenement Yr to 2 – 5 02/07/2019 – Yr 3 - $20,000.00 E80/4029 Rich 96/96 16/04/2009 15/04/2019 10BL Rent for the Previous No material Endorsements No Aboriginal Resources Tenement Tenement Yr to registered 1 – 2 and 11 Heritage sites Investments year ended 15/04/2018 – Yr 9 dealings and registered. Conditions Pty Ltd 15/04/2020 - – Expended in encumbrances Native Title exists 1, 7 – 10 $5,670.00 full in the entire Current Tengraph determination Tenement Yr to 3, 7 area (Federal 15/04/2019 – Yr Court Number 10 – $70,000.00 WAD 160/1997). E80/4197 Rich 96/96 15/10/2009 14/10/2019 3BL Rent for the Previous No material Endorsements No Aboriginal Resources Tenement Tenement Yr to registered 1, 2, 11 Heritage sites Investments year ended 14/10/2017 – Yr 8 dealings and registered. Conditions Pty Ltd 14/10/2018 - – Expended in encumbrances. Native Title exists 1, 2, 7, 11 $1,701.00 full in the entire Current Tengraph determination Tenement Yr to 7, 3 area (Federal 14/10/2018 – Yr 9 Court Number - $50,000.00 WAD 160/1997) E80/4558 Rich 100/100 13/12/2012 12/12/2022 5BL Rent for the Previous No material Endorsements No Aboriginal Resources Tenement Tenement Yr to registered 1 – 5, 12 – 15 Heritage sites Investments year ended 12/12/2017 – Yr 5 dealings and registered. Conditions Pty Ltd 12/12/2019 - – Expended in encumbrances. Native Title exists 1, 2, 7, 12 $1,500.00 full in the entire Current Tengraph determination Tenement Yr to 3, 7 area (Federal 12/12/2018 – Yr 6 Court Number

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TENEMENT REGISTERED SHARES GRANT DATE EXPIRY AREA ANNUAL MINIMUM REGISTERED NOTES NATIVE TITLE AND HOLDER / HELD (APPLICATIO DATE SIZE RENT ANNUAL DEALINGS/ ABORIGINAL APPLICANT N DATE) (Blocks) (Next rental EXPENDITURE ENCUMBRANCES HERITAGE year) - $30,000.00 WAD 160/1997) E80/4869 Rich 100/100 17/05/2016 16/05/2021 61BL Rent for the Previous No material Endorsement No Aboriginal Resources Tenement Tenement Yr to registered 1 – 8, 16, 17 Heritage sites Investments year ended 16/05/2018 – Yr 2 dealings and registered. Conditions Pty Ltd 16/05/2020 - – Expended in encumbrances. Native Title exists 1, 2, 13, 14 $13,420.00 full in the entire Current Tengraph determination Tenement Yr to 3, 7 area (Federal 16/05/2019 – Yr 3 Court Number - $61,000.00 WAD 160/1997) E80/4919 Rich 100/100 17/05/2016 16/05/2021 22BL Rent for the Previous No material Endorsement No Aboriginal Resources Tenement Tenement Yr to registered 1 – 9, 17 Heritage sites Investments year ended 16/05/2018 – Yr 2 dealings and registered. Conditions Pty Ltd 16/05/2020 - – Expended in encumbrances. Native Title exists 1, 2, 13 $4,840.00 full in the entire Current Tengraph determination Tenement Yr to 3, 7 area (Federal 16/05/2019 – Yr 3 Court Number - $22,000.00 WAD 160/1997) E80/4920 Rich 100/100 17/05/2016 16/05/2021 3BL Rent for the Previous No material Endorsement No Aboriginal Resources Tenement Tenement Yr to registered 1 – 9 Heritage sites Investments year ended 16/05/2019 – Yr 3 dealings and registered. Conditions Pty Ltd 16/05/2020 - – Expended in encumbrances. Native Title exists 1, 2, 13, 15 $660.00 Full in the entire Current Tengraph determination Tenement Yr to 3, 7 area (Federal 16/05/2019 – Yr 4 Court Number - $15,000.00 WAD 160/1997) E80/4921 Rich 100/100 17/05/2016 16/05/2021 3BL Rent for the Previous No material Endorsement No Aboriginal Resources Tenement Tenement Yr to registered 1 – 9 Heritage sites Investments year ended 16/05/2019 – Yr 3 dealings and registered. Conditions Pty Ltd 16/05/2020 - – Expended in encumbrances Native Title exists 1, 2, 13 $660.00 full in the entire Current Tengraph determination Tenement Yr to 3, 7 area (Federal

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TENEMENT REGISTERED SHARES GRANT DATE EXPIRY AREA ANNUAL MINIMUM REGISTERED NOTES NATIVE TITLE AND HOLDER / HELD (APPLICATIO DATE SIZE RENT ANNUAL DEALINGS/ ABORIGINAL APPLICANT N DATE) (Blocks) (Next rental EXPENDITURE ENCUMBRANCES HERITAGE year) Conditions in the entire Tengraph determination area (Federal 3, 7 Court Number WAD 160/1997) E80/5189 PVW 100/100 [15/03/2018] N/A 5BL N/A N/A No material No No Aboriginal Resources registered Endorsements Heritage sites NL dealings and No registered. encumbrances Conditions Native Title exists Tengraph in the entire determination 3, 7 area (Federal Court Number WAD 160/1997) E80/5190 PVW 100/100 [15/03/2018] N/A 8BL N/A N/A No material No No Aboriginal Resources registered Endorsements Heritage sites NL dealings and No registered. encumbrances Conditions Native Title exists Tengraph in the entire determination 3, 7 area (Federal Court Number WAD 160/1997) E80/5249 PVW 100/100 [22/06/2018] N/A 57BL N/A N/A No material No No Aboriginal Resources registered Endorsements Heritage sites NL dealings and No registered. encumbrances Conditions Native Title exists Tengraph in the entire determination 3, 7 area (Federal Court Number WAD 160/1997) E80/5250 PVW 100/100 [22/06/2018] N/A 65BL N/A N/A No material No No Aboriginal Resources registered Endorsements Heritage sites NL dealings and No registered.

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TENEMENT REGISTERED SHARES GRANT DATE EXPIRY AREA ANNUAL MINIMUM REGISTERED NOTES NATIVE TITLE AND HOLDER / HELD (APPLICATIO DATE SIZE RENT ANNUAL DEALINGS/ ABORIGINAL APPLICANT N DATE) (Blocks) (Next rental EXPENDITURE ENCUMBRANCES HERITAGE year) encumbrances Conditions Native title exists Tengraph in the entire determination 3, 7 area (Federal Court Number WAD 160/1997) M37/182 Glen Neil 2000/100 30/08/1988 29/08/2030 114.15 Rent for the Previous No material Endorsements No Aboriginal Biggs 00 HA Tenement Tenement Yr to registered 18 Heritage or year ended 29/08/2018 – Yr dealings and Native Title sites Norman Conditions Andrew 29/08/2020 - 30 – Expended in encumbrances registered. 4000/100 1, 7 – 9, 16 – Williams $2,150,50 full 00 26 Thomas Current Tengraph Geoffrey Tenement Yr to 4000/100 Williams 29/08/2019 – Yr 2 – 5, 8 00 31 - $11,500.00 M37/135 Saracen 100/100 31/12/1987 30/12/2029 506.55 Rent for the Previous Mortgage No Registered Metals Pty HA Tenement Tenement Yr to 1H/967 Endorsements Aboriginal Site Limited year ended 30/12/2017 – Yr (see note 4) Conditions ID: 1599. (ACN: 107 30/12/2019 – 30 – Expended in 17, 18, 21 – Registered 154 727) $9,480.90 full 26, 31 – 34 Aboriginal Site Current ID: 3092. Tengraph Tenement Yr to Registered 2 - 5 30/12/2018 – Yr Aboriginal Site 31 - $50,700.00 ID: 15003. Registered Aboriginal Site ID: 15004. Registered Aboriginal Site ID: 15006. Registered Aboriginal Site ID: 15007. No Native Title sites registered.

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P24/5290 PVW 100/100 [05/07/2018) N/A 160.00 N/A N/A No material No No Aboriginal Resources HA registered Endorsements Heritage sites NL dealings and No registered. encumbrances Conditions Native Title exists Tengraph in the entire determination 2 – 5, 8, 9 area (Federal Court Number WAD 186/2017) P24/5291 PVW 100/100 [05/07/2018] N/A 191.00 N/A N/A No material No No Aboriginal Resources HA registered Endorsements Heritage sites NL dealings and No registered. encumbrances Conditions Native Title exists Tengraph in the entire determination 2 – 4, 8, 9 area (Federal Court Number WAD 186/2017) P24/5292 PVW 100/100 [05/07/2018] N/A 196.00 N/A N/A No material No No Aboriginal Resources HA registered Endorsements Heritage sites NL dealings and No registered. encumbrances Conditions Native Title exists Tengraph in the entire determination 2 – 4, 8 area (Federal Court Number WAD 186/2017) P24/5293 PVW 100/100 [04/07/2018] N/A 199.00 N/A N/A No material No No Aboriginal Resources HA registered Endorsements Heritage sites NL dealings and No registered. encumbrances Conditions Native Title exists Tengraph in the entire determination 2 – 4, 8 area (Federal

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TENEMENT REGISTERED SHARES GRANT DATE EXPIRY AREA ANNUAL MINIMUM REGISTERED NOTES NATIVE TITLE AND HOLDER / HELD (APPLICATIO DATE SIZE RENT ANNUAL DEALINGS/ ABORIGINAL APPLICANT N DATE) (Blocks) (Next rental EXPENDITURE ENCUMBRANCES HERITAGE year) Court Number WAD 186/2017) P24/5294 PVW 100/100 [04/07/2018] N/A 196.00 N/A N/A No material No No Aboriginal Resources HA registered Endorsements Heritage sites NL dealings and No registered. encumbrances Conditions Native Title exists Tengraph in the entire determination 2 – 4, 8 area (Federal Court Number WAD 186/2017) P37/8470 Norman 40/100 20/11/2014 19/11/2018 35.00 HA Rent for the Previous No material Endorsements No Aboriginal Andrew Tenement Tenement Yr to registered 1 – 5, 13, 14 Heritage and Williams year ended 19/11/2017 – Yr 3 dealings and Native title sites Conditions Thomas 19/11/2019 – – Expended in encumbrances registered. 40/100 1 – 4, 7, 12, 27 Geoffrey $0.00 full Williams Current Tengraph Glen Neil 20/100 Tenement Yr to 2 – 6, 8 Biggs 19/11/2018 – Yr 4 - $2,000.00 P37/8517 Glen Neil 96/96 07/05/2015 06/05/2019 73.00 HA Rent for the Previous Forfeiture 536990 Endorsements No Aboriginal Biggs Previous Tenement Yr to (see note 3) 1 – 5, 13 – 15 Heritage and Tenement 06/05/2018 – Yr 3 Native Title sites Conditions year ended – Expended in registered. 06/05/2019 – full 1 – 4, 7, 12 overpaid Current Tengraph $0.10 Tenement Yr to 2 – 4, 8 Rent for the 06/05/2019 – Yr 4 Tenement - $2,433.00 year ended 06/05/2020 - $200.75 P37/8639 Thomas 32/96 01/08/2016 31/07/2020 174.00 Rent for the Previous No material Endorsements No Aboriginal Geoffrey HA Tenement Tenement Yr to registered 1 – 9 Heritage and Williams year ended 31/07/2018 – Yr 2 dealings and Native Title sites Conditions 31/07/2020 - 4882-01/2010920_8 Page 32

TENEMENT REGISTERED SHARES GRANT DATE EXPIRY AREA ANNUAL MINIMUM REGISTERED NOTES NATIVE TITLE AND HOLDER / HELD (APPLICATIO DATE SIZE RENT ANNUAL DEALINGS/ ABORIGINAL APPLICANT N DATE) (Blocks) (Next rental EXPENDITURE ENCUMBRANCES HERITAGE year) Norman 32/96 $478.50 - Expended in full encumbrances 1 – 4 registered. Andrew Current Tengraph Williams 32/96 Tenement Yr to 2 – 5 Glen Neil 31/07/2019 – Yr 3 Biggs - $6,960.00 P37/8640 Thomas 32/96 01/08/2016 31/07/2020 175.00 Rent for the Previous No material Endorsements No Aboriginal Geoffrey HA Tenement Tenement Yr to registered 1 – 9 Heritage and Williams year ended 31/07/2018 – Yr 2 dealings and Native Title sites Conditions Norman 31/07/2020 – – Expended in encumbrances registered. 32/96 1 – 4 Andrew $481.25 full Williams Current Tengraph Glen Neil 32/96 Tenement Yr to 2 – 4, 8 Biggs 31/07/2019 – Yr 3 - $7,000.00 P37/8641 Thomas 32/96 01/08/2016 31/07/2020 195.00 Rent for the Previous No material Endorsements No Aboriginal Geoffrey HA Tenement Tenement Yr to registered 1 – 9 Heritage and Williams year ended 31/07/2018 – Yr 2 dealings and Native Title sites Conditions Norman 31/07/2020 - – Expended in encumbrances registered. 32/96 1 – 4 Andrew $536.25 full Williams Current Tengraph Glen Neil 32/96 Tenement Yr to 2 – 4, 8 Biggs 31/07/2019 – Yr 3 - $7,800.00 P37/9100 Norman 48/96 13/06/2018 12/06/2022 117.00 Rent for the Previous No material Endorsements No Aboriginal Andrew HA tenement Tenement Yr – registered 1, 2, 4, 7, 8, 19 Heritage and Williams year ended N/A dealings and Native Title sites – 22 Thomas 12/06/2020 - Current encumbrances registered. 48/96 Conditions Geoffrey $321.75 Tenement Yr to 1, 3, 4, 28, 29 Williams 12/06/2019 – Yr 1 - $4,680.00 Tengraph 2 – 4, 8

Key to Tenement Schedule P – Prospecting Licence

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E – Exploration Licence

M – Mining Lease

PLA – means Prospecting Licence Application

ELA – means Exploration Licence Application

MLA – means Mining Lease Application

References to numbers in the “Notes” column refers to the notes following this table.

References to letters in the “Notes” column refers to the material contracts which are summarised in Part III of this Report.

Unless otherwise indicated, capitalised terms have the same meaning given to them in the Prospectus.

Please refer to Part II of this Report for further details on native title and Aboriginal heritage matters.

Notes:

Tenement conditions and endorsements

ENDORSEMENTS 1. The Licensee's attention is drawn to the provisions of the Aboriginal Heritage Act 1972 and any Regulations thereunder. 2. The Licensee's attention is drawn to the Environmental Protection Act 1986 and the Environmental Protection (Clearing of Native Vegetation) Regulations 2004, which provides for the protection of all native vegetation from damage unless prior permission is obtained. 3. In respect to Water Resource Management Areas (WRMA) the following endorsements apply: The Licensee attention is drawn to the provisions of the: • Waterways Conservation Act, 1976 • Rights in Water and Irrigation Act, 1914 • Metropolitan Water Supply, Sewerage and Drainage Act, 1909 • Country Areas Water Supply Act, 1947 • Water Agencies (Powers) Act 1984 • Water Resources Legislation Amendment Act 2007 4. The rights of ingress to and egress from, and to cross over and through, the mining tenement being at all reasonable times preserved to officers of Department of Water (DoW) for inspection and investigation purposes. 5. The storage and disposal of petroleum hydrocarbons, chemicals and potentially hazardous substances being in accordance with the current published version of the DoWs relevant Water Quality Protection Notes and Guidelines for mining and mineral processing. 6. The taking of groundwater from an artesian well and the construction, enlargement, deepening or altering of any artesian well is prohibited unless current licences for these activities have been issued by DoW.

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7. Measures such as drainage controls and stormwater retention facilities are to be implemented to minimise erosion and sedimentation of adjacent areas, receiving catchments and waterways. 8. All activities to be undertaken so as to avoid or minimise damage, disturbance or contamination of waterways, including their beds and banks, and riparian and other water dependent vegetation. 9. In respect to Proclaimed Ground Water Area the following endorsement applies: The taking of groundwater and the construction or altering of any well is prohibited without current licences for these activities issued by DoW, unless an exemption otherwise applies. 10. The grant of this licence does not include the land the subject to prior Exploration Licence 37/258. If the prior licence expires, is surrendered or forfeited that land may be included in this licence, subject to the provisions of the Third Schedule of the Mining Regulations 1981 titled “Transitional provisions relating to Geocentric Datum of Australia”. 11. The grant of this licence does not include the land the subject of prior Exploration Licence 80/2133. If the prior licence expires, is surrendered or forfeited that land may be included in this licence, subject to the provisions of the Third Schedule of the Mining Regulations 1981 titled “Transitional provisions relating to the Geocentric Datum of Australia”. 12. The grant of this licence does not include the land the subject of prior Exploration Licence 80/1737. If the prior licence expires, is surrendered or forfeited that land may be included in this licence, subject to the provisions of the Third Schedule of the Mining Regulations 1981 titled “Transitional provisions relating to the Geocentric Datum of Australia”. 13. In respect to Artesian (confined) Aquifers and Wells the following endorsement applies: The abstraction of groundwater from an artesian well and the construction, enlargement, deepening or altering of any artesian well is prohibited unless a current licence for these activities has been issued by the DoW. 14. In Respect to Waterways the following endorsement applies: Advice shall be sought from the DoW if proposing any exploration within a defined waterway and within a lateral distance of: • 50 metres from the outer-most water dependent vegetation of any perennial waterway, and • 30 metres from the outer-most water dependent vegetation of any seasonal waterway. 15. In respect of Proclaimed Ground Water Areas the following endorsement applies: The abstraction of groundwater is prohibited unless a current licence to construct/alter a well and a licence to take groundwater has been issued by the DoW. 16. The grant of this licence does not include the land the subject of prior Exploration Licence 80/1483. If the prior licence expires, is surrendered or forfeited that land may be included in this licence, subject to the provisions of the Third Schedule of the Mining Regulations 1981 titled “Transitional provisions relating to the Geocentric Datum of Australia”. 17. In respect to Proclaimed Ground Water Areas the following endorsement applies: The taking of groundwater and the construction or altering of any well is prohibited without current licences for these activities issued by DoW, unless an exemption otherwise applies. 18. The lessees attention is drawn to the royalty provisions of the Mining Act and the requirement to submit production reports and royalty returns 19. The rights of ingress to and egress from, and to cross over and through, the mining tenement being at all reasonable times preserved to officers of Department of Water and Environmental Regulation (DWER) for inspection and investigation purposes. 20. The storage and disposal of petroleum hydrocarbons, chemicals and potentially hazardous substances being in accordance with the current published version of the Department of Water and Environmental Regulation (DWER) relevant Water Quality Protection Notes and Guidelines for mining and mineral processing. 21. The taking of groundwater from an artesian well and the construction, enlargement, deepening or altering of any artesian well is prohibited unless current licences for these activities have been issued by Department of Water and Environmental Regulation (DWER).

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22. In respect to Proclaimed Ground Water Areas the following endorsement applies: The taking of groundwater and the construction or altering of any well is prohibited without current licences for these activities issued by the Department of Water and Environmental Regulation (DWER), unless an exemption otherwise applies. 23. The Licensee’s attention is drawn to the provisions of the Aboriginal Heritage Act 1972 and any Regulations thereunder. 24. The Licensee’s attention is drawn to the Environmental Protection Act 1986 and Environmental Protection (Clearing of Native Vegetation) Regulations 2004, which provides for the protection of all native vegetation from damaging unless prior permission is obtained. CONDITIONS 1. All waste materials, rubbish, plastic sample bags, abandoned equipment and temporary buildings being removed from the mining tenement prior to or at the termination of exploration program. 2. Unless the written approval of the Environmental Officer, DMIRS is first obtained, the use of drilling rigs, scrapers, graders, bulldozers, backhoes or other mechanised equipment for surface disturbance or the excavation of costeans is prohibited. Following approval, all topsoil being removed ahead of mining operations and separately stockpiled for replacement after backfilling and/or completion of operations. 3. The Licensee notifying the holder of any underlying pastoral or grazing lease by telephone or in person, or by registered post if contact cannot be made, prior to undertaking airborne geophysical surveys or any ground disturbing activities utilising equipment such as scrapers, graders, bulldozers, backhoes, drilling rigs; water carting equipment or other mechanised equipment. 4. The Licensee or transferee, as the case may be, shall within thirty (30) days of receiving written notification of:- • the grant of the Licence; or • registration of a transfer introducing a new Licensee; advise, by registered post, the holder of any underlying pastoral or grazing lease details of the grant or transfer. 5. The rights of ingress to and egress from Miscellaneous Licence 27/60 and 27/75 being at all times preserved to the licensee and no interference with the purpose or installations connected to the licence. 6. The rights of ingress to and egress from Miscellaneous Licence 27/75 being at all times preserved to the licensee and no interference with the purpose or installations connected to the licence. 7. All surface holes drilled for the purpose of exploration are to be capped, filled or otherwise made safe immediately after completion. 8. All costeans and other disturbances to the surface of the land made as a result of exploration, including drill pads, grid lines and access tracks, being backfilled and rehabilitated to the satisfaction of the Environmental Officer, Department of Industry and Resources (DoIR). Backfilling and rehabilitation being required no later than 6 months after excavation unless otherwise approved in writing by the Environmental Officer, DoIR. 9. Unless the written approval of the Environmental Officer, DoIR is first obtained, the use of drilling rigs, scrapers, graders, bulldozers, backhoes or other mechanised equipment for surface disturbance or the excavation of costeans is prohibited. Following approval, all topsoil being removed ahead of mining operations and separately stockpiled for replacement after backfilling and/or completion of operations. 10. No interference with Geodetic Survey Station NTS 527 and mining within 15 metres thereof being confined to below a depth of 15 metres from the natural surface. 11. All costeans and other disturbances to the surface of the land made as a result of exploration, including drill pads, grid lines and access tracks, being backfilled and rehabilitated to the satisfaction of the Environmental Officer, Department of Mines and Petroleum (DMIRS). Backfilling and rehabilitation being required no later than 6 months after excavation unless otherwise approved in writing by the Environmental Officer, DMIRS. 12. All disturbances to the surface of the land made as a result of exploration, including costeans, drill pads, grid lines and access tracks, being backfilled and rehabilitated to the satisfaction of the Environmental Officer, Department of Mines and Petroleum (DMIRS). Backfilling and

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rehabilitation being required no later than 6 months after excavation unless otherwise approved in writing by the Environmental Officer, DMIRS. 13. In respect of the area covered by the licence the licensee, if so requested in writing by the Tjurarbalan Native Title Land Aboriginal Corporation , the native title prescribed body corporate holding the determined native title of the Tjurarbalan People recognised in the Federal Court application No. WAD160/1997 , such request being sent by pre-paid post to reach the licensee's address, not more than ninety days after the grant of this licence,shall within thirty days of the request execute in favour of the Tjurarbalan People the Regional Standard Heritage Agreement ("RSHA") endorsed by peak industry groups (e.g. the Goldfields/South West/Ngaayatjarra/Pilbara/Yamatji Land and Sea Council RSHA) and offered by the Native Title Party or their representatives. 14. The rights of ingress to and egress from Miscellaneous Licences 80/45 and 80/46 being at all times preserved to the licensee and no interference with the purpose or installations connected to the licence. 15. The rights of ingress to and egress from Miscellaneous Licences 80/45 being at all times preserved to the licensee and no interference with the purpose or installations connected to the licence. 16. Survey. 17. Compliance with the provisions of the Aboriginal Heritage Act, 1972 to ensure that no action is taken which would interfere with or damage any Aboriginal site. 18. No developmental or productive mining or construction activity being commenced until the tenement holder has submitted a plan of the proposed operations and measures to safeguard the environment to the Director, Environment, DoIR for assessment; and until his written approval has been obtained. 19. Mining on any road or road reserve being confined to below a depth of 15 metres from the natural surface. 20. The construction and operation of the project and measures to protect the environment being carried out generally in accordance with the document titled: • "Notice of Intent, Low Impact Mining Operation" dated 8 April 1994; • "Notice of Intent - Low Impact Mining Operation Mt Clifford - M37/182" dated 21 November 1994, received at Kalgoorlie Inspectorate office 26 June 1995; and retained on Department of Minerals and Energy File No. 2237/95. • "Notice of Intent - Low Impact Mining Operation - Bulk Sampling and Scraping and Detecting on Mining Lease 27/182" dated 7 June 2002 and signed by Mr Tom Williams and retained on Department of Mineral and Petroleum Resources File No.5242/02. • "Notice of Intent - Low Impact Mining Operation - Small Scale Underground Mining on Mining Lease 37/182" dated 14 January 2003 and signed by Mr Norman Williams (NOI 4275) and retained on Department of Industry and Resources File No. 5242/02. Where a difference exists between the above documents and the following conditions, then the following conditions shall prevail. 21. The development and operation of the project being carried out in such a manner so as to create the minimum practicable disturbance to the existing vegetation and natural landform. 22. All topsoil being removed ahead of all mining operations from sites such as pit areas, waste disposal areas, ore stockpile areas, pipeline, haul roads and new access roads and being stockpiled for later respreading or immediately respread as rehabilitation progresses. 23. At th e completion of operations, all buildings and structures being removed from site or demolished and buried to the satisfaction of the State Mining Engineer. 24. All rubbish and scrap is to be progressively disposed of in a suitable manner. 25. At the completion of operations, or progressively where possible, all access roads and other disturbed areas being covered with topsoil, deep ripped and revegetated with local native grasses, shrubs and trees to the satisfaction of the State Mining Engineer. 26. Any alterati on or expansion of operations within the lease boundaries beyond that outlined in the above document(s) not commencing until a

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plan of operations and a program to safeguard the environment are submitted to the State Mining Engineer for his assessment and until his written approval to proceed has been obtained. 27. The prior written consent of the Minister responsible for the Mining Act 1978 being obtained before commencing any prospecting activities on CR 9741 Water Reserve. 28. All disturbances to the surface of the land made as a result of exploration, including costeans, drill pads, grid lines and access tracks, being backfilled and rehabilitated to the satisfaction of the Environmental Officer, DMIRS. Backfilling and rehabilitation being required no later than 6 months after excavation unless otherwise approved in writing by the Environmental Officer, DMIRS. 29. Unless the written approval of the Environmental Officer, DMIRS is first obtained, the use of drilling rigs, scrapers, graders, bulldozers, backhoes or other mechanised equipment for surface disturbance or the excavation of costeans is prohibited. Following approval, all topsoil being removed ahead of mining operations and separately stockpiled for replacement after backfilling and/or completion of operations. 30. All surface holes drilled for the purpose of exploration and/or the determination of ore reserves are to be capped, filled or otherwise made safe after completion of the satisfaction of the Regional Mining Engineer or his nominee. 31. All topsoil being removed ahead of mining operations and stockpiled for replacement in accordance with the directions of the District Mining Engineer. 32. The construction and operation of the project and measures to protect the environment being carried out generally in accordance with the docuemtn titled: • “Consolidated Gold Mines Limited, Australian Gold fields NL, Notice of Intent Jungle Well” dated June 1996; • “Addenda” dated 4 September 1996; • “Addendum notice of Intent – Full Scale Mining – Jungle Well” dated 7 November 1996; And retained on Department of Minerals and energy File No. 2107/92. • (Reg ID:57817) “Bannockburn J04199 Mine Closure Plan” dated 31 October 2015 signed by Craig Bradshaw, and retained on Department of Mines and Petroleum file no. EARS-MCP-57817 as Doc ID 4159979. Where a difference exists between the above documents and the following conditions, then the following conditions will prevail (conditions 21 – 26, 33 and 34). 33. The lessee submitting to the Executive Director, Environment Division, DMP, a brief annual report outlining the project operations, minesite environmental management and rehabilitation work undertaken in the previous 12 months and the proposed operations, environmental management plans and rehabilitation programs for the next 12 months. This report to be submitted each year in: • October. 34. A Mine Closure Plan is to be submitted in the Annual Environmental Reporting month specified in tenement conditions in the year specified below, unless otherwise directed by an Environmental Officer, DMP. The Mine Closure Plan is to be prepared in accordance with the “Guidelines for preparing Mine Closure Plans” available on DMP’s website: • 2017. 35. The rights of ingress to and egress from Miscellaneous Licences 37/86, 37/132 and 37/134 being at all times preserved to the licensee and no interference with the purpose or installations connected to the licence. 36. In respect to the area outlined in "red" and designated FNA 7836 in TENGRAPH (former Wongatha native title claim WC99/01) the following condition shall apply: If the Goldfields Land and Sea Council (GLSC) sends a request by pre-paid post to the Licensee's address within 90 days after the grant of the Licence, the Licensee shall within 30 days of the request execute in favour of the GLSC the revised GLSC Wongatha Interim Standard Heritage Agreement.

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Tengraph interests

Land Type Description 1. Road Reserves Notes: • E27/570 • E27/614 2. Pastoral Lease A lease of Crown land has been granted under section 114 of the Land Act 1933 (WA), which provides that any Crown land within the State which is not withdrawn from the selection for pastoral purposes, and which is not required to be reserved, may be leased for pastoral purposes.

Refer to Section 7 of this Report for information and details of tenements which overlap pastoral leases. 3. Groundwater Area The Tenement overlaps a Ground Water Area managed by the Department of Water and Environment Regulation (DWER). Groundwater areas are proclaimed under the Rights in Water and Irrigation Act, 1914. Groundwater is a reserve of water beneath the earth's surface in pores and crevices of rocks and soil. Recharge of groundwater aquifers is slow and can take many years. Groundwater often supports wetland and stream ecosystems. The Rights in Water and Irrigation Act 1914 (WA) prohibits the abstraction of groundwater (water that occupies the pores and crevices of rock or soil) from a proclaimed groundwater area unless a current licence to construct/alter a well and a licence to take groundwater has been issued by the DWER. Water licence allocations are aimed at ensuring equitable use of the state’s water resources between licence holders and protecting the long-term security of the resources. The DWER has released guidelines to set out its regulatory requirements for mining projects. The approval requirements for a particular project will vary depending on the local water regime, the scale and the details of the proposed mining operation. 4. Mineralisation Zone, Area in which applications of Exploration Licences are restricted to a maximum of 70 blocks (required by section 57(1) Mining Non Section 57(2AA) Act). Section 57(2AA) Mining Act states that if the area of land is in an area of the state designated under section 57A(1) it shall not be more than 200 blocks.

5. DAA Heritage Survey Aboriginal Heritage Survey Areas are areas in which an Aboriginal Heritage Survey has been undertaken and results are described Areas in a Heritage Survey Report. The Department of Indigenous Affairs holds copies of these reports. A heritage survey conducted in a particular area does not necessarily mean that another heritage survey does not need to be undertaken. This will depend on the type of survey undertaken and also when the original survey was undertaken. Not all Aboriginal sites within a survey area are necessarily recorded in the survey. The type of survey undertaken, such as site identification or Site Avoidance, is decided by the professional heritage consultant engaged by the proponent and depends upon the scope and nature of the project. What is appropriate for one project may not be for a different project.

6. “C” Class Reserve Under section 41 of the Land Administration Act 1997 the Minister may set aside Crown lands by Ministerial Order in the public Water interest. Every such reservation has its description and designated purpose registered on a Crown Land Title (CLT) and is depicted on an authenticated map held by Landgate. Reservation action is normally initiated by the Department of Planning, Lands and Heritage following community or Government 4882-01/2010920_8 Page 39

Land Type Description request, land planning decisions, or as a result of the subdivision of land. The Land Act 1933 provided for State reserves to be classified as Class A, B or C. There is no provision in the LAA to create new Class B reserves and there is no longer reference to Class C reserves. Class A affords the greatest degree of protection for reserved lands, requiring approval of Parliament to amend the reserve’s purpose or area, or to cancel the reservation. The A classification is used solely to protect areas of high conservation or high community value. Class B reserves continue yet are no longer created under the LAA. The Minister for Lands may deal with Class B reserved lands as normal reserves, provided that, should the reservation be cancelled, a special report is made to both Houses of Parliament within 14 days from the cancellation or within 14 days after the commencement of the next session. Once created, a reserve is usually placed under the care, control and management of a State government department, local government or incorporated community group by way of a Management Order registered against the relevant CLT. A Management Order under the LAA does not convey ownership of the land – only as much control as is essential for the land’s management.

7. Unallocated crown Crown land which is not subject to any interest (aside from native title interests) and which not reserved or dedicated. land Refer to Section 6 of this Report for information and details of tenements which overlap unallocated crown land. 8. Section 57(4) Areas that are defined under Section 57(4) of the Mining Act 1978 as being those lands that due to the intensity of mining activity are exempt from being the subject of an Exploration License. Notes: • M37/182 • P24/5290 • P24/5291 • P24/5292 • P24/5293 • P24/5294 • P37/8470 • P37/8517 • P37/8639 • P37/8640 • P37/8641 • P37/9100 9. Road Reserves Closed Notes: • P24/5290 • P24/5291 10. PL 24 Where a pipeline falls within the definition of a pipeline define in section 4 of the Petroleum Pipelines Act, 1969 (PPA), the Licensee must obtain a Petroleum Pipeline Licence (PPL) as provided for in the PPA, but where a PPL is not required, then the Licensee is to

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Land Type Description comply with the requirements of the Gas Standards (Gas Supply and system Safety) Regulations, 2000 in respect of the pipeline. E27/614 is partially overlapped by Pipeline Licence 24 by 0.34% (35.2179HA). Registered Dealings and Encumbrances 1. Objection 537557 Lodged: 15:20:28, 21 August 2018 Objectors: Barrick (Australia Pacific) Pty Ltd, Kalgoorlie Lake View Pty Ltd Objection Type: Tenement Application Recorded: 15:20:28, 21 August 2018 2. Extension of Time 484751 Lodged: 12:05, 8 April 2016 Recorded: 12:05, 8 April 2016 3. Forfeiture 536990 Initiated: 14/08/2018 for non-compliance with reporting requirements (Form 5) Recorded: 11:02:58, 13 August 2018 Notice Issued: Regulation 49 Notice sent 15/08/218 for non-compliance with expenditure requirements pursuant to Reg 16/Sec 96- late lodgement of Form 5. Compliance Date: 23/10/2018 4. Mortgage 1H/967 Lodged: 1:35 PM on 02 August 1996 in favour of Triton Resources Ltd in respect to 100/100ths shares in the name of Consolidated Gold Mines Ltd Registered: 1:35 PM 2 August 2996 Consent given by Mortgagee to Transfer 1210H/990 Consent given by Mortgagee to Transfer 234H/023 Consent given by Mortgagee to Transfer 178H/056 5. Forfeiture 539740 Initiated: 11/09/2018 for non-compliance with expenditure conditions Recorded: 09:00 28 September 2018 Notice Issued: Regulation 50 Notice sent 11/09/2018 for non-compliance with expenditure conditions pursuant to Reg 15. Compliance Date: 16/10/2018

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P ART II – NATIVE TITLE CLAI MS

NATIVE TITLE DETERMINATIONS

TENEMENT TRIBUNAL FEDERAL APPLICATION REGISTERED IN STATUS NUMBER COURT NAME MEDIATION NUMBER E27/570 WC2017/001 WAD Maduwongga Yes No Notification E27/571 186/2017 Complete E27/614 P24/5290 P24/5291 P24/5292 P24/5293 P24/5294 E80/4029 WCD WAD Tjurabalan No Yes Active E80/4197 2001/001 160/1997 People E80/4558 E80/4869 E80/4919 E80/4920 E80/4921 E80/5187 E80/5188 E80/5189 E80/5190 E80/5249 E80/5250

ILUAs

The land the subject of the Tenements is not subject to any ILUAs.

HERITAGE & COMPENSATION AGREEMENTS

None.

ABORIGINAL HERITAGE SITES – WESTERN AUSTRALIA

Our searches returned:

• three (3) registered Aboriginal Heritage Sites over E27/614;

• six (6) registered Aboriginal Heritage Sites over E37/909; and

• six (6) registered Aboriginal Heritage Sites over M37/135.

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P ART II I – MATERIAL CONTRACT SUMMARIES

1. TANAMI WEST PROJECT

1.1 Tanami West Farmin Agreement

On 22 February 2018, the Company entered into a farmin agreement (Tanami West Farmin Agreement) with Rich Resources Investments Pty Ltd (Rich) (as amended by the Restatement Deed dated 25 October 2018) for the acquisition of up to 90% interest to the rights, title and interest in the tenements, mining information, all mineral production and all plant, equipment, fixtures, machinery and supplies acquired with funds of the joint venture from time to time in:

(a) E80/4919;

(b) E80/4197;

(d) E80/4920;

(e) E80/4921;

(f) E80/4869; and

(g) E80/4558.

As at the date of this Prospectus, the Company has earned its initial 35% interest under the Tanami West Farmin Agreement. Furthermore, the Company has elected to continue sole funding Joint Venture Costs.

The material terms of the Tanami West Farmin Agreement are as follows:

(a) (Farm-In) the Company could:

(i) earn a 35% interest in the tenement by:

(a) sole funding up to $180,000 of Joint Venture Costs; and

(b) pay the sum of $40,000 to Rich.

(ii) The Company may at any time acquire the initial 35% interest in the tenement by paying the $40,000 to Rich.

The Company has completed the requirements to earn this initial 35% interest.

(iii) earn a further 35% (70% total) interest in the tenement by:

(a) sole funding up to $320,000 of Joint Venture Costs; and

(b) pay the sum of $80,000 to Rich.

The Company may at any time acquire the further 35% interest in the tenements by paying the $80,000 to Rich.

(iv) earn a further 20% (90%) interest in the tenement by:

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(a) sole funding up to $500,000 of Joint Venture Costs; and

(b) pay the sum of $130,000 to Rich.

The Company may at any time acquire the further 20% interest in the tenements by paying the $130,000 to Rich.

During the sole funding period, the Company will have possession of the Tenements and the:

(d) exclusive right to carry out Joint Venture Activities; and

(e) right to determine all Programs and Budgets, including the nature, timing and conduct of all Joint Venture Activities at its sole discretion, provided that the Company:

(I) acts in accordance with the other terms of this Tanami West Farmin Agreement and with good and generally accepted exploration practices; and

(II) inform Rich in advance of planned activities.

(b) (Formation of Joint Venture): on and from the date of the Tanami West Farmin Agreement, the parties will be associated as participants in the Joint Venture for the purpose of carrying out exploration for minerals on the tenements and, if warranted, to develop and exploit the minerals on the tenements and carry out mining operations for the purpose of deriving production of minerals from the tenement.

(c) (Management Committee): the parties will establish a management committee on and from the end of the sole funding period to have overall management and control of the Joint Venture, Joint Venture Activities and all other matters affecting the Joint Venture.

(d) (Manager): the Company will act as manager of the joint venture until the later of the end of the sole funding period and the date that the Company resigns or is removed;

(e) (Cash Calls): within 30 days after the end of each month, the Manager must issue to each participant a cash call for its participating interests share of the joint venture costs paid or incurred during the preceding month

(f) (Dilution): within 30 days after approval by the Management Committee of a program and budget for the proposed work and expenditure for a 12 month period, a participants in the joint venture may elect not to contribute to the program and budget. The other participants may amend the approved program and budget to take account of the non contribution. The participant who elects to not contribute shall have its participating interest diluted in accordance with the dilution formulae, in which case industry standard dilution rates will apply.

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(g) (Decision to Mine): within 30 days of receipt of a bankable feasibility study, the management committee may resolve to commence mining operations.

The Tanami West Farmin Agreement is otherwise made on terms considered standard for an agreement of this nature.

2. MOUNT CLIFFORD PROJECT

2.1 Minotaur Agreement

On 20 September 2018, the PVW Mt Clifford Pty Ltd (ACN 626 175 559) (PVW Mt Clifford) entered into a tenement sale agreement (Minotaur Agreement) with Scotia Nickel Pty Ltd (ACN 091 923 705) (Scotia) to acquire E37/909.

The material terms of the Minotaur Agreement are as follows:

(a) (Deposit): on execution of the Minotaur Agreement, the PVW Mt Clifford must immediately pay $50,000 in cash and has been paid in full;

(b) (Consideration): the consideration payable by the PVW Mt Clifford for the acquisition of Tenements is:

(i) a deposit of $50,000 to the Seller upon execution of the Minotaur Agreement (Deposit); and

(ii) $50,000 payable in cash (Cash Consideration); and

(iii) 750,000 Shares (Consideration Shares).

The payment of the Cash Consideration and issue of Consideration Shares is to occur 7 days after completion of the initial public offering; or any earlier day at the election of the PVW Mt Clifford by giving not less than 7 days written notice to the Seller.

(i) (Third Party Approvals): all necessary governmental consents, registrations and lodgements being obtained or effected or the parties agreeing to waive the requirement to obtain or effect any of the approvals. The Company and Seller must use all reasonable endeavours to assist the applications;

(ii) (Forfeiture Letter): the Seller obtaining written confirmation from the department responsible for the administration of the Mining Act 1978 (WA), that E37/909 will not be subject to forfeiture action arising from under expenditure or any other matter prior to the date of the Minotaur Agreement;

(iii) (ASX Approval): the PVW Mt Clifford receiving a letter from ASX confirming that ASX will grant conditional approval to the listing of the Company on ASX, subject only to the imposition of conditions usual to such approvals;

The parties must use its reasonable endeavours to cause the conditions referred to above, be satisfied on or before 31 December 2018 (or such later date agreed

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by the parties). If the conditions are not satisfied by the agreed time, without any default by either party, either party may terminate this agreement.

The Minotaur Agreement otherwise contains provisions considered standard for an agreement of its nature (including representations and warranties provisions).

2.2 Mt Clifford Agreement

On 13 August 2018, the Company and PVW Mt Clifford Pty Ltd (ACN 626 175 559) entered into a tenement sale agreement (Mt Clifford Agreement) with Thomas Geoffrey Williams, Norman Andrew Williams, Glen Neil Biggs, and Amanda Prabhavalkar (Seller) to acquire M37/182, P37/8517, P37/8470, P37/8641, P37/8640, P37/8639 and P37/9100 and related mining information (Tenements).

The material terms of the Mt Clifford Agreement are as follows:

(a) (Deposit): on execution of the Mt Clifford Agreement, the PVW Mt Clifford must pay $50,000 in cash and has been paid in full;

(b) (Consideration): the consideration payable by the PVW Mt Clifford for the acquisition of Tenements is:

(i) $250,000 payable in cash (Cash Consideration);

(ii) 8,000,000 Shares (Consideration Shares);

(iii) Additional Shares, defined below;

(iv) Alluvial Mining Rights, defined below; and

(v) Royalty, define below.

(i) (Third Party Approval): the Seller obtain or effect all necessary governmental consents, registrations and lodgements;

The Seller must use their reasonable endeavours to ensure that the condition precedent is met and may only be waived by the Seller and the PVW Mt Clifford in writing. The Conditions Precedent will need to be fulfilled or (to the extent it is capable of waiver) waived in writing by the Seller and the PVW Mt Clifford by 31 March 2019 or such later date as agreed in writing, either party may terminate the Mt Clifford Agreement before satisfaction of the Conditions Precedent.

(d) (Additional Tenements): subject to the completion of the sale and purchase of the Tenements occurring, if existing transactions with third parties in relation to E27/1310 and E37/9109 (Additional Tenements) do not complete and the Seller retains one or both of the Additional Tenements, the Seller will transfer the Additional Tenements to the PVW Mt Clifford for no consideration.

(e) (Additional Shares): upon the Company delineating the existence of a JORC Compliant resource within the Tenements other than M37/182, P37/8517 and P37/9112, the Company will issue 500,000 Shares for every 100,000 ounces in resources beginning at 100,000 ounces and capped at 1,000,000 ounces.

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(f) (Retransfer): if the Company fails to complete the initial public offering by 31 March 2018 and by the extension of time agreed to by the Company and the Seller, the Company must offer in writing to retransfer the Tenements and mining information to the Seller or their respective nominees for nominal consideration of $100.00.

(g) (Royalty): at completion of the sale and purchase of the Tenements, the Company will grant royalty rights to the Seller. The royalty is payable at the following rate:

(i) $0.60 per tonne of ore mined from M37/182 and P37/9112 (Royalty Area) with a grade of the element gold of less than 1.00 gram per tonne;

(ii) $1.00 per tonne of ore mined from the Royalty Area with a grade exceeding 1.00 gram of the element gold per tonne but less than 2.50 grams of the element gold per tonne;

(iii) $1.25 per tonne of ore mined from the Royalty Area with a grade exceeding 2.50 grams of the element gold per tonne but less than 3.50 grams of the element gold per tonne; and

(iv) $1.50 per tonne of ore mined from the Royalty Area with a grade exceeding 3.50 grams of the element gold per tonne.

(h) (Alluvial Mining Rights): subject to the completion of the sale and purchase of the Tenements, the Company grants alluvial mining rights in respect of the M37/182.

(i) (Consultancy): the Company will appoint Thomas Geoffrey Williams and Amanda Prabhavalkar as consultants for the purpose of maintaining the Tenements and preparing for the initial public offering. Each consultant will be paid a rate of $70.00 per hour excluding GST. Any consultancy provided after the initial public offering will be paid at a rate of $100.00 per hour excluding GST.

(j) (Right of First Refusal): the PVW Mt Clifford may not transfer any Tenement with a resource less than 50,000 ounces of the element gold (ROFR Tenement) to a party other than a company:

(i) which is a subsidiary of that entity;

(ii) of which the entity is a subsidiary; or

(iii) which is a subsidiary of a company of which the entity is also a subsidiary,

without first giving the Seller a first right of refusal as follows:

(i) the PVW Mt Clifford must inform the Seller of the price and terms on which it is prepared to transfer the ROFR Tenement and will offer to transfer the ROFR Tenement at that price and on those terms (Offer);

(ii) the Seller may accept the Offer within 30 days (Offer Period) by giving notice in writing to the PVW Mt Clifford . If one or more of the Seller do not want to accept the Offer, the other Seller may accept the Offer;

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(iii) upon acceptance of an Offer, the Seller giving notice of acceptance are bound to acquire the ROFR Tenement on the terms of the Offer;

(iv) If any or all of the Seller do not accept the Offer within the Offer Period, the Seller will be deemed to have rejected the Offer;

(v) If the Offer is rejected or deemed to be rejected, PVW Mt Clifford may transfer the ROFR Tenement at a price and on terms which are not more favourable than the Offer.

(k) (Assignment): subject to (j), the PVW Mt Clifford may not sell, assign, transfer, grant an encumbrance over or otherwise dispose of all or part of any interest or right in any Tenement unless the assignee, transferee, encumbrance or disponee (Assignee) has executed a deed of assignment and assumption in favour of the Seller under which the Assignee agrees to be bound by the terms of the Mt Clifford Agreement, including but not limited to the payment of Royalty and the Alluvial Mining Rights.

(l) (Tradability of Shares and Additional Shares):

(i) the issue of shares or Additional Shares to the Seller at any relevant time is subject to the exception under section 708(8) of the Corporations Act, the Company will enable the issue without the need for a prospectus.

(ii) if none of the exceptions under section 708 of the Corporations Act to disclosure apply to an issue of Shares or Additional Shares, the Company will issue a prospectus to allow the issue of the shares or Additional Shares within a reasonable period.

(m) (Caveat): the Seller has the right to lodge a “subject to claim” caveat under section 122A(1)(b) of the Mining Act 1978 (WA) against the Tenements to secure its rights under the Mt Clifford Agreement including but not limited to the receive the Royalty, the Alluvial Mining Rights and the Retransfer.

2.3 Jungle Well Agreement

On 23 August 2018, the PVW Mt Clifford Pty Ltd (ACN 107 154 727) (PVW Mt Clifford) entered into a tenement sale agreement (Jungle Well Agreement) with Saracen Metals Pty Ltd (ACN 107 154 727) (Saracen) to acquire M37/135.

Completion under this Jungle Well Agreement occurred on 25 October 2018.

The material terms of the Jungle Well Agreement were as follows:

(a) (Consideration): the consideration payable by the PVW Mt Clifford for the acquisition of Tenements was $10,000 payable in cash (Cash Consideration).

(b) (Royalty): PVW Mt Clifford acknowledges and agrees that Saracen’s rights and obligations under the royalty agreement (CopperCo Royalty Agreement) will be assumed by the PVW Mt Clifford with effect from and against any and all claims whatsoever related to the CopperCo Royalty on or after the date of this agreement.

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2.4 CopperCo Royalty

On 23 January 1996, the Consolidated Gold Mines Limited (ACN 056 280 141) (CGM) entered into a Sale and Royalty Agreement with Triton Resources Limited (ACN 004 434 904), now known as CopperCo Limited (CopperCo Royalty Agreement) to acquire and pay royalties in relation to M37/135.

The material terms of the CopperCo Royalty Agreement are as follows:

(a) (Royalty): royalty payment will be the mount of $1.87 per tonne of mined ore up to and including 160,000 tonnes of Mined Ore in total and $.150 per tonne of mined ore exceeding 160,000 tonnes of mined ore in total.

3. GORDON SIRDAR PROJECT

3.1 Gordon Sirdar Agreement

On 1 July 2018, the PVW Gordon Sirdar Pty Ltd (ACN 626 175 559) (PVW Gordon) entered into a tenement sale agreement (Gordon Sirdar Agreement) with Totode Pty Ltd (ACN 106 224 053) (Totode) and Bell Bay Investments Pty Ltd (ACN 091 026 738) (Bell Bay) (together, the Seller) to acquire E27/570 and E27/571 (Tenement).

PVW Gordon has satisfied the Consideration (defined below) by issuing shares to Totode and Bell Bay and completion has occurred.

The material terms of the Gordon Sirdar Agreement are as follows:

(a) (Consideration): the consideration payable by PVW Gordon for the acquisition of Tenements is:

(i) 1,000,000 Shares issued to Totode (Totode Consideration); and

(ii) 1,000,000 Shares issued to Bell Bay (Bell Bay Consideration).

(b) (Conditions Precedent): the sale and purchase of the Tenement is subject to and conditional on:

(i) (Third Party Approvals): all necessary governmental consents, registrations and lodgements being obtained or effected or the parties agreeing to waive the requirement to obtain or effect any of the approvals. PVW Gordon and Seller must use all reasonable endeavours to assist the applications.

The Gordon Sirdar Agreement otherwise contains provisions considered standard for an agreement of its nature (including representations and warranties provisions).

4. BRILLIANT WELL PROJECT

4.1 Brilliant Well Agreement

On 12 August 2018, PVW Mt Clifford Pty Ltd (ACN 626 175 559) (PVW Mt Clifford) entered into a tenement sale agreement (Brilliant Well Agreement) with Silverton Resources Pty Ltd (ACN 150 181 203) (Silverton) and Thomas Geoffrey Williams (Williams) (together, the Seller) to acquire E27/1254. PVW Mt Clifford has satisfied the Consideration (defined below) by paying the Cash Consideration in full and issue of the Consideration Shares and completion has occurred.

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The material terms of the Brilliant Well Agreement are as follows:

(a) (Consideration): the consideration payable by PVW Mt Clifford for the acquisition of Tenements is:

(i) $15,000 payable in cash (Cash Consideration);

(A) $13,000 to Silverton; and

(B) $2,000 to Williams;

(ii) 50,000 Shares (Consideration Shares) to Silverton.

(b) (Conditions Precedent): the sale and purchase of E27/1254 is subject to and conditional on:

(i) (Third Party Approval): all necessary governmental consents, registrations and lodgements being obtained or effected or the parties agreeing to waive the requirements to obtain or effect any of the approvals.

The Brilliant Well Agreement otherwise contains provisions considered standard for an agreement of its nature (including representations and warranties provisions).

4882-01/2010920_8 9. BOARD, MANAGEMENT AND CORPORATE GOVERNANCE

9.1 Directors and Key Personnel

Summaries of the profiles of each of the Directors are set out in Section 4.5 above.

9.2 Management and Consultants

Our Company is aware of the need to have sufficient management to properly supervise the exploration and (if successful) for the development of the Projects in which the Company has, or will in the future have, an interest and the Board will continually monitor the management roles in the Company. As our projects require an increased level of involvement the Board will look to appoint additional management and/or consultants when and where appropriate to ensure proper management of the Company’s projects.

9.3 ASX Corporate Governance Council Principles and Recommendations

The Company has adopted comprehensive systems of control and accountability as the basis for the administration of corporate governance. The Board is committed to administering the policies and procedures with openness and integrity, pursuing the true spirit of corporate governance commensurate with the Company's needs.

To the extent applicable, the Company has adopted The Corporate Governance Principles and Recommendations (3rd Edition) as published by ASX Corporate Governance Council (Recommendations).

With regard to the Company’s size and nature, the Board considers that the current board is a cost effective and practical method of directing and managing the Company. As the Company’s activities develop in size, nature and scope, the size of the Board and the implementation of additional corporate governance policies and structures will be reviewed.

The Company’s main corporate governance policies and practices as at the date of this Prospectus are outlined below and the Company’s full Corporate Governance Plan is available in a dedicated corporate governance information section of the Company’s website (www.pvwresources.com.au).

9.4 Board of Directors

The Board is responsible for corporate governance of the Company. The Board develops strategies for the Company, reviews strategic objectives and monitors performance against those objectives. The goals of the corporate governance processes are to:

(a) maintain and increase Shareholder value;

(b) ensure a prudential and ethical basis for the Company’s conduct and activities; and

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

(a) leading and setting the strategic direction and objectives of the Company;

4882-01/2033124_11 200 (b) appointing the Chairman of the Board, Managing Director or Chief Executive Officer and approving the appointment of Executives and the Company Secretary;

(d) approving operating budgets, major capital expenditure and significant acquisitions and divestitures;

(e) overseeing the integrity of the Company’s accounting and corporate reporting systems, including the external audit (satisfying itself financial statements released to the market fairly and accurately reflect the Company’s financial position and performance);

(f) overseeing the Company’s procedures and processes for making timely and balanced disclosure of all material information that a reasonable person would expect to have a material effect on the price or value of the Company’s securities;

(g) reviewing, ratifying and monitoring the effectiveness of the Company’s risk management framework, corporate governance policies and systems designed to ensure legal compliance; and

(h) approving the Company’s remuneration framework.

The Company is committed to the circulation of relevant materials to Directors in a timely manner to facilitate Directors’ participation in the Board discussions on a fully-informed basis.

9.5 Composition of the Board

Election of Board members is substantially the province of the Shareholders in general meeting. However, subject thereto:

(a) membership of the Board of Directors will be reviewed regularly to ensure the mix of skills and expertise is appropriate; and

(b) the composition of the Board has been structured so as to provide the Company with an adequate mix of directors with industry knowledge, technical, commercial and financial skills together with integrity and judgment considered necessary to represent shareholders and fulfil the business objectives of the Company.

The Board currently consists of four directors (an Executive Director and 3 Non- Executive Director) of whom two (2) are considered independent, being Mark Scolaro and Michael Griffiths. The Board considers the current balance of skills and expertise is appropriate for the Company for its currently planned level of activity.

To assist the Board in evaluating the appropriateness of the Board’s mix of qualifications, experience and expertise, the Board will maintain a Board Skills Matrix.

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

4332-01/2033124_23 201 The Board ensures that Shareholders are provided with all material information in the Board’s possession relevant to a decision on whether or not to elect or re-elect a Director.

The Company shall develop and implement a formal induction program for Directors which allows new directors to participate fully and actively in Board decision-making at the earliest opportunity and enable new Directors to gain an understanding of the Company’s policies and procedures.

9.6 Identification and management of risk

The Board’s collective experience will enable accurate identification of the principal risks that may affect the Company’s business. Key operational risks and their management will be recurring items for deliberation at Board meetings.

9.7 Ethical standards

The Board is committed to the establishment and maintenance of appropriate ethical standards.

9.8 Independent professional advice

Subject to the Chair’s approval (not to be unreasonably withheld), the Directors, at the Company’s expense, may obtain independent professional advice on issues arising in the course of their duties.

9.9 Remuneration arrangements

The remuneration of an Executive Director will be decided by the Board, without the affected Executive Director participating in that decision-making process.

The total maximum remuneration of non-executive Directors is initially set by the Constitution and subsequent variation is by ordinary resolution of Shareholders in general meeting in accordance with the Constitution, the Corporations Act 2001 (Cth) and the ASX Listing Rules, as applicable. The determination of non- executive Directors’ remuneration within that maximum will be made by the Board having regard to the inputs and value to the Company of the respective contributions by each non-executive Director. The current amount has been set at an amount not to exceed $300,000 per annum.

In addition, a Director may be paid fees or other amounts (i.e. subject to any necessary Shareholder approval, non-cash performance incentives such as Options) as the Directors determine where a Director performs special duties or otherwise performs services outside the scope of the ordinary duties of a Director.

Directors are also entitled to be paid reasonable travelling, hotel and other expenses incurred by them respectively in or about the performance of their duties as Directors.

The Board reviews and approves the remuneration policy to enable the Company to attract and retain executives and Directors who will create value for Shareholders having consideration to the amount considered to be commensurate for a company of its size and level of activity as well as the relevant Directors’ time, commitment and responsibility. The Board is also responsible for reviewing any employee incentive and equity-based plans including the appropriateness of performance hurdles and total payments proposed.

4332-01/2033124_23 202 9.10 Trading policy

The Board has adopted a policy that sets out the guidelines on the sale and purchase of securities in the Company by its directors, officers, employees and contractors. The policy generally provides that for directors, the written acknowledgement of the Chair (or the Board in the case of the Chairperson) must be obtained prior to trading.

9.11 External audit

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

9.12 Audit committee

The Company will not have a separate audit committee until such time as the Board is of a sufficient size and structure, and the Company’s operations are of a sufficient magnitude for a separate committee to be of benefit to the Company. In the meantime, the full Board will carry out the duties that would ordinarily be assigned to that committee under the written terms of reference for that committee, including but not limited to, monitoring and reviewing any matters of significance affecting financial reporting and compliance, the integrity of the financial reporting of the Company, the Company’s internal financial control system and risk management systems and the external audit function.

9.13 Departures from Recommendations

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

The Company’s departures from the Recommendations will also be announced prior to admission to the official list of the ASX.

4332-01/2033124_23 203 10. MATERIAL CONTRACTS

Set out below is a brief summary or direction to other parts of this Prospectus for a brief summary of the certain contracts to which the Company is a party and which the Directors have identified as material to the Company or are of such a nature that an investor may wish to have details of particulars of them when making an assessment of whether to apply for Shares.

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

10.1 Agreements relating to the Tenements

The Company’s solicitors, Steinepreis Paganin, in the Solicitor’s Report on Tenements have summarised each of the material agreements relating to the Company’s Tenements, including agreements relating to:

(a) the terms of the acquisition of the Company’s tenements; and

(b) royalty obligations that have been assumed by the Company as a term of the acquisition of Mining Lease M37/135 from Saracen Metals Pty Limited to CopperCo Limited (subject to external administration).

Refer to Part III of the Solicitor’s Report on Tenements for a summary of these agreements.

10.2 Related party agreements

Agreements with the Directors and related parties are summarised in Section 4.7 of this Prospectus.

10.3 Corporate advisory mandate

The Company has entered into a corporate advisory agreement with former director, Mr George Bauk, pursuant to which he will provide non-exclusive corporate advisory services to the Company. The engagement is intended to commence from the date the Company commences trading on ASX.

The Company will pay Mr Bauk a fee of $3,500 per month for these services and has issued 700,000 Performance Rights that will convert to Shares in the Company upon the achievement of the following milestones by the Company:

(a) 200,000 Performance Rights will vest upon the Company achieving a Project with a minimum of 3 significant drilling intersections of at least 5m @10g/t or equivalent up to 25m @ 2g/t in 3 holes at a minimum step out of 25m x 25m; and

(b) 500,000 Performance Rights will vest upon the Company achieving a JORC compliant Resource of at least 500,000 ounces with a minimum grade of 2g/t.

The agreement is terminable by the Company at any time for cause, or otherwise on 3 months’ notice to Mr Bauk. The agreement otherwise contains terms considered standard for this type of consulting agreement including reimbursement clause (with a requirement for approval for spending over $250) and confidentiality provisions.

204 10.4 Lead Manager Mandate

The Company has entered into a mandate with Oz Financial Pty Ltd to act as the lead manager of the Offer and provide services including advice in relation to the structure and promotion of the Offer and undertaking roadshow activities with the Company.

The Company will pay the Lead Manager the following fees:

(a) a management fee of 2% of the funds raised;

(b) a campaign fee of 5% of funds raised;

(d) a success fee of $150,000, with $100,000 payable in cash and $50,000 payable in Shares at an issue price of $0.20 per Share.

In addition, the Company will engage the Lead Manager for a minimum of 3 months following the listing at a monthly retainer of $12,000 per month.

205 11. ADDITIONAL INFORMATION

11.1 Litigation

As at the date of this Prospectus, the Company is not involved in any legal proceedings and the Directors are not aware of any legal proceedings pending or threatened against our Company.

11.2 Rights attaching to Shares

The following is a summary of the more significant rights attaching to Shares. This summary is not exhaustive and does not constitute a definitive statement of the rights and liabilities of Shareholders. To obtain such a statement, persons should seek independent legal advice.

Full details of the rights attaching to Shares are set out in the Constitution, a copy of which is available for inspection at the Company’s registered office during normal business hours.

(a) General meetings

Shareholders are entitled to be present in person, or by proxy, attorney or representative to attend and vote at general meetings of the Company.

Shareholders may requisition meetings in accordance with section 249D of the Corporations Act and the Constitution.

(b) Voting rights

Subject to any rights or restrictions for the time being attached to any class or classes of Shares, at general meetings of Shareholders or classes of Shareholders:

(i) each Shareholder entitled to vote may vote in person or by proxy, attorney or representative;

(ii) on a show of hands, every person present who is a Shareholder or a proxy, attorney or representative of a Shareholder has one vote; and

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

Subject to the rights of any preference Shareholders and to the rights of the holders of any shares created or raised under any special arrangement as to dividend, the Directors may from time to time declare a dividend to be paid to the Shareholders entitled to the dividend which shall be payable on all Shares according to the proportion that the

206 amount paid (not credited) is of the total amounts paid and payable (excluding amounts credited) in respect of such Shares.

The Directors may from time to time pay to the Shareholders any interim dividends as they may determine. No dividend shall carry interest as against the Company. The Directors may set aside out of the profits of the Company any amounts that they may determine as reserves, to be applied at the discretion of the Directors, for any purpose for which the profits of the Company may be properly applied.

Subject to the ASX Listing Rules and the Corporations Act, the Company may, by resolution of the Directors, implement a dividend reinvestment plan on such terms and conditions as the Directors think fit and which provides for any dividend which the Directors may declare from time to time payable on Shares which are participating Shares in the dividend reinvestment plan, less any amount which the Company shall either pursuant to the Constitution or any law be entitled or obliged to retain, be applied by the Company to the payment of the subscription price of Shares.

(d) Winding-up

If the Company is wound up, the liquidator may, with the authority of a special resolution of the Company, divide among the Shareholders in kind the whole or any part of the property of the Company, and may for that purpose set such value as he considers fair upon any property to be so divided, and may determine how the division is to be carried out as between the Shareholders or different classes of Shareholders.

The liquidator may, with the authority of a special resolution of the Company, vest the whole or any part of any such property in trustees upon such trusts for the benefit of the contributories as the liquidator thinks fit, but so that no Shareholder is compelled to accept any Shares or other securities in respect of which there is any liability.

(e) Shareholder liability

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

(f) Transfer of Shares

Generally, Shares are freely transferable, subject to formal requirements, the registration of the transfer not resulting in a contravention of or failure to observe the provisions of a law of Australia and the transfer not being in breach of the Corporations Act or the ASX Listing Rules.

(g) Variation of rights

Pursuant to section 246B of the Corporations Act, the Company may, with the sanction of a special resolution passed at a meeting of Shareholders vary or abrogate the rights attaching to Shares.

If at any time the share capital is divided into different classes of Shares, the rights attached to any class (unless otherwise provided by the terms of issue of the shares of that class), whether or not the Company is being wound up, may be varied or abrogated with the consent in writing of the

207 holders of three-quarters of the issued shares of that class, or if authorised by a special resolution passed at a separate meeting of the holders of the shares of that class.

(h) Alteration of Constitution

The Constitution can only be amended by a special resolution passed by at least three quarters of Shareholders present and voting at the general meeting. In addition, at least 28 days written notice specifying the intention to propose the resolution as a special resolution must be given.

11.3 Terms and conditions of Performance Rights

The following is a summary of the key terms and conditions of the Performance Rights that are on issue in Company:

(a) (Milestones): The conversion of the Performance Rights is subject to the achievement of the milestones relating to those Performance Rights when granted (a Milestone).

(b) (Notification to holder): The Company shall notify the holder in writing when the Milestone has been satisfied.

(i) the date that the Milestone relating to that Performance Right has been satisfied; and

(ii) the date that the holder gives a notice to the Company confirming that the holder would like the Performance Rights to vest.

(d) (Consideration): The Performance Rights will be issued for nil consideration each and no consideration will be payable upon the vesting of the Performance Rights.

(e) (Conversion): Subject to paragraph (o), upon vesting, each Performance Right will, at the election of the holder, convert into one Share.

(f) (Share ranking): All Shares issued upon the vesting of Performance Rights will upon issue rank pari passu in all respects with other Shares.

(g) (Application to ASX) The Performance Rights will not be quoted on ASX. The Company must apply for the official quotation of a Share issued on conversion of a Performance Right on ASX within the time period required by the ASX Listing Rules.

(h) (Transfer of Performance Rights): The Performance Rights are not transferable.

(i) (Lapse of a Performance Right): A Performance Right will automatically lapse on the earlier to occur of:

(i) the date that the time period set out in paragraph (a) expires, if the Milestone attached to the relevant Performance Right has not been satisfied; and

208 (ii) the date that is three years from the date of issue if the Performance Right.

(j) (Participation in new issues) A Performance Right does not entitle a holder (in their capacity as a holder of a Performance Right) to participate in new issues of capital offered to holders of Shares such as bonus issues and entitlement issues.

(k) (Reorganisation of capital) If at any time the issued capital of the Company is reconstructed, all rights of a holder will be changed in a manner consistent with the applicable ASX Listing Rules and the Corporations Act at the time of reorganisation.

(l) (Adjustment for bonus issue) If the Company makes a bonus issue of Shares or other securities to existing Shareholders (other than an issue in lieu or in satisfaction of dividends or by way of dividend reinvestment) the number of Shares or other securities which must be issued on the conversion of a Performance Right will be increased by the number of Shares or other securities which the holder would have received if the holder had converted the Performance Right before the record date for the bonus issue.

(m) (Dividend and Voting Rights): The Performance Rights do not confer on the holder an entitlement to vote (except as otherwise required by law) or receive dividends.

(n) (Change in Control): Subject to paragraph (o), upon:

(i) a takeover bid under Chapter 6 of the Corporations Act having been made in respect of the Company and:

(A) having received acceptances for not less than 50.1% of the Company’s Shares on issue; and

(B) having been declared unconditional by the bidder; or

(ii) a Court granting orders approving a compromise or arrangement for the purposes of or in connection with a scheme of arrangement for the reconstruction of the Company or its amalgamation with any other company or companies,

then, to the extent Performance Rights have not converted into Shares due to satisfaction of the Milestone, Performance Rights will accelerate vesting conditions and will automatically convert into Shares on a one- for-one basis.

(o) (Deferral of conversion if resulting in a prohibited acquisition of Shares): If the conversion of a Performance Right under paragraph (d) or (n) would result in any person being in contravention of section 606(1) of the Corporations Act 2001 (Cth) (General Prohibition) then the conversion of that Performance Right shall be deferred until such later time or times that the conversion would not result in a contravention of the General Prohibition. In assessing whether a conversion of a Performance Right would result in a contravention of the General Prohibition:

(i) holders may give written notification to the Company if they consider that the conversion of a Performance Right may result in the contravention of the General Prohibition. The absence of

209 such written notification from the holder will entitle the Company to assume the conversion of a Performance Right will not result in any person being in contravention of the General Prohibition;

(ii) the Company may (but is not obliged to) by written notice to a holder request a holder to provide the written notice referred to in paragraph (o)(i) within seven days if the Company considers that the conversion of a Performance Right may result in a contravention of the General Prohibition. The absence of such written notification from the holder will entitle the Company to assume the conversion of a Performance Right will not result in any person being in contravention of the General Prohibition.

(p) (No rights to return of capital) A Performance Right does not entitle the holder to a return of capital, whether in a winding up, upon a reduction of capital or otherwise.

(q) (Rights on winding up) A Performance Right does not entitle the holder to participate in the surplus profits or assets of the Company upon winding up.

(r) (No other rights) A Performance Right gives the holder no rights other than those expressly provided by these terms and those provided at law where such rights at law cannot be excluded by these terms.

(s) (Subdivision 83AC-C): Subdivision 83A-C of the Income Tax Assessment Act 1997 applies to the Performance Right.

(t) (Ceasing to be engaged by the Company): If a holder’s services agreement with the Company is terminated, the holder will continue to have legal ownership of all Performance Rights that remain unvested from the date of termination until the date which is 1 month from the date of termination. On the date which is 1 month from the date of termination, any Performance Rights that remain unvested will be forfeited by the holder and cancelled by the Company. For the avoidance of doubt, if any Performance Rights vest during the 1-month period, those Performance Rights will be converted into fully paid ordinary shares on a one-for-one basis.

(u) (Plan): The terms of the Performance Rights are supplemented by the terms of the Company’s Performance Rights and Options Plan, a copy of which is available from the Company Secretary.

11.4 Employee Performance Rights and Option Plan

The key terms of the Performance Rights and Option Plan (Plan) are as follows:

(a) Eligibility: Participants in the Plan may be:

(i) a Director (whether executive or non-executive) of the Company and any associated body corporate of the Company (each a Group Company);

(ii) a full or part time employee of any Group Company;

(iii) a casual employee or contractor of a Group Company to the extent permitted by ASIC Class Order 14/1000 as amended or replaced (Class Order); or

210 (iv) a prospective participant, being a person to whom the offer is made but who can only accept the offer if an arrangement has been entered into that will result in the person becoming a participant under subparagraphs (i), (ii), or (iii) above,

who is declared by the Board to be eligible to receive grants of Awards under the Plan (Eligible Participants).

(b) Offer: The Board may, from time to time, in its absolute discretion, make a written offer to any Eligible Participant (including an Eligible Participant who has previously received an offer) to apply for Awards, upon the terms set out in the Plan and upon such additional terms and conditions as the Board determines (Offer).

(c) Plan limit: The Company must have reasonable grounds to believe, when making an offer, that the number of Shares to be received on exercise of Awards offered under an offer, when aggregated with the number of Shares issued or that may be issued as a result of offers made in reliance on the Class Order at any time during the previous 3 year period under an employee incentive scheme covered by the Class Order or an ASIC exempt arrangement of a similar kind to an employee incentive scheme, will not exceed 5% of the total number of Shares on issue at the date of the offer.

(d) Issue price: Unless the Awards are quoted on the ASX, Awards issued under the Plan will be issued for no more than nominal cash consideration.

(e) Vesting Conditions: An Award may be made subject to vesting conditions as determined by the Board in its discretion and as specified in the offer for the Awards (Vesting Conditions).

(f) Vesting: The Board may in its absolute discretion (except in respect of a change of control occurring where Vesting Conditions are deemed to be automatically waived) by written notice to a Participant (being an Eligible Participant to whom Awards have been granted under the Plan or their nominee where the Awards have been granted to the nominee of the Eligible Participant (Relevant Person)), resolve to waive any of the Vesting Conditions applying to Awards due to:

(i) special circumstances arising in relation to a Relevant Person in respect of those Performance Rights, being:

(A) a Relevant Person ceasing to be an Eligible Participant due to:

(I) death or total or permanent disability of a Relevant Person; or

(II) retirement or redundancy of a Relevant Person;

(B) a Relevant Person suffering severe financial hardship;

(C) any other circumstance stated to constitute “special circumstances” in the terms of the relevant Offer made to and accepted by the Participant; or

(D) any other circumstances determined by the Board at

211 any time (whether before or after the Offer) and notified to the Relevant Participant which circumstances may relate to the Participant, a class of Participant, including the Participant or particular circumstances or class of circumstances applying to the Participant; or

(E) a change of control occurring; or

(F) the Company passing a resolution for voluntary winding up, or an order is made for the compulsory winding up of the Company.

(g) Lapse of an Award: An Award will lapse upon the earlier to occur of:

(i) an unauthorised dealing, or hedging of, the Award occurring;

(ii) a Vesting Condition in relation to the Award is not satisfied by its due date, or becomes incapable of satisfaction, as determined by the Board in its absolute discretion, unless the Board exercises its discretion to waive the Vesting Condition and vest the Award;

(iii) in respect of unvested Awards only, an Eligible Participant ceases to be an Eligible Participant, unless the Board exercises its discretion to vest the Award in the circumstances set out in paragraph (f) or the Board resolves, in its absolute discretion, to allow the unvested Awards to remain unvested after the Relevant Person ceases to be an Eligible Participant;

(iv) in respect of vested Awards only, a relevant person ceases to be an Eligible Participant and the Award granted in respect of that person is not exercised within a one (1) month period (or such later date as the Board determines) of the date that person ceases to be an Eligible Participant;

(v) the Board deems that an Award lapses due to fraud, dishonesty or other improper behaviour of the Eligible Participant;

(vi) the Company undergoes a change of control or a winding up resolution or order is made and the Board does not exercise its discretion to vest the Award;

(vii) the expiry date of the Award.

(h) Shares: Shares resulting from the exercise of the Awards shall, subject to any Sale Restrictions (refer paragraph (i)) from the date of issue, rank on equal terms with all other Shares on issue.

(i) Sale Restrictions: The Board may, in its discretion, determine at any time up until exercise of Awards, that a restriction period will apply to some or all of the Shares issued to an Eligible Participant (or their eligible nominee) on exercise of those Awards up to a maximum of five (5) years from the grant date of the Awards. In addition, the Board may, in its sole discretion, having regard to the circumstances at the time, waive any such restriction period determined.

(j) No Participation Rights: There are no participating rights or entitlements inherent in the Awards and holders will not be entitled to participate in

212 new issues of capital offered to Shareholders during the currency of the Awards.

(k) Change in exercise price of number of underlying securities: Unless specified in the offer of the Awards and subject to compliance with the ASX Listing Rules, an Award does not confer the right to a change in exercise price or in the number of underlying Shares over which the Award can be exercised.

(l) Reorganisation: If, at any time, the issued capital of the Company is reorganised (including consolidation, subdivision, reduction or return), all rights of a holder of an Award are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reorganisation.

(m) Trust: The Board may, at any time, establish a trust for the sole purpose of acquiring and holding Shares in respect of which a Participant may exercise, or has exercised, vested Awards, including for the purpose of enforcing the disposal restrictions and appoint a trustee to act as trustee of the trust. The trustee will hold the Shares as trustee for and on behalf of a Participant as beneficial owner upon the terms of the trust. The Board may at any time amend all or any of the provisions of the Plan to effect the establishment of such a trust and the appointment of such a trustee.

11.5 Interests of Directors

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

(a) the formation or promotion of the Company;

(b) any property acquired or proposed to be acquired by the Company in connection with:

(i) its formation or promotion; or

(ii) the Offer; or

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

(d) as an inducement to become, or to qualify as, a Director; or

(e) for services provided in connection with:

(i) the formation or promotion of the Company; or

(ii) the Offer.

11.6 Interests of Experts and Advisers

Other than as set out below or elsewhere in this Prospectus, no:

213 (a) person named in this Prospectus as performing a function in a professional, advisory or other capacity in connection with the preparation or distribution of this Prospectus;

(b) promoter of the Company; or

(c) underwriter (but not a sub-underwriter) to the issue or a financial services licensee named in this Prospectus as a financial services licensee involved in the issue, holds, or has held within the 2 years preceding lodgement of this Prospectus with the ASIC, any interest in:

(d) the formation or promotion of the Company;

(e) any property acquired or proposed to be acquired by the Company in connection with:

(i) its formation or promotion; or

(ii) the Offer; or

(f) the Offer, and no amounts have been paid or agreed to be paid and no benefits have been given or agreed to be given to any of these persons for services provided in connection with:

(g) the formation or promotion of the Company; or

(h) the Offer.

Indeport Pty Ltd has acted as Independent Geologist and has prepared the Independent Geologist’s Report which is included in section 6 of this Prospectus. The Company estimates it will pay Indeport Pty Ltd a total of $161,000 (excluding GST) for these services. During the 24 months preceding lodgement of this Prospectus with the ASIC, Indeport Pty Ltd has not received fees from the Company for any other services.

Nexia Perth Corporate Finance Pty Ltd has acted as Investigating Accountant and has prepared the Investigating Accountant’s Report which is included in section 7 of this Prospectus. The Company estimates it will pay Nexia Perth Corporate Finance Pty Ltd a total of $7,000 (excluding GST) for these services. During the 24 months preceding lodgement of this Prospectus with the ASIC, Nexia Perth Corporate Finance Pty Ltd has not received any fees from the Company for any other services.

Steinepreis Paganin has acted as the solicitors to the Company in relation to the Offer and has prepared the Solicitor’s Report on Tenements which is included in section 8 of this Prospectus. The Company estimates it will pay Steinepreis Paganin $80,000 (excluding GST) for these services. Subsequently, fees will be charged in accordance with normal charge out rates. During the 24 months preceding lodgement of this Prospectus with the ASIC, Steinepreis Paganin has received fees of $2,750 for legal advice provided to the Company.

214 11.7 Consents

Chapter 6D of the Corporations Act imposes a liability regime on the Company (as the offeror of the Securities), the Directors, the persons named in the Prospectus with their consent as Proposed Directors, any underwriters, persons named in the Prospectus with their consent having made a statement in the Prospectus and persons involved in a contravention in relation to the Prospectus, with regard to misleading and deceptive statements made in the Prospectus. Although the Company bears primary responsibility for the Prospectus, the other parties involved in the preparation of the Prospectus can also be responsible for certain statements made in it.

Each of the parties referred to in this Section:

(a) does not make, or purport to make, any statement in this Prospectus other than those referred to in this Section; and

(b) in light of the above, only to the maximum extent permitted by law, expressly disclaim and take no responsibility for any part of this Prospectus other than a reference to its name and a statement included in this Prospectus with the consent of that party as specified in this Section.

Indeport Pty Ltd has given its written consent to being named as Independent Geologist in this Prospectus, the inclusion of the Independent Geologist’s Report in Section 6 of this Prospectus in the form and context in which the report is included, Investment Overview in section 1 and section 4 of this Prospectus in the form and context in which those statements are included. Indeport Pty Ltd has not withdrawn its consent prior to lodgement of this Prospectus with the ASIC.

Nexia Perth Corporate Finance Pty Ltd has given its written consent to being named as Investigating Accountant in this Prospectus and to the inclusion of the Investigating Accountant’s Report in Section 7 of this Prospectus in the form and context in which the information and report is included. Nexia Perth Corporate Finance Pty Ltd has not withdrawn its consent prior to lodgement of this Prospectus with the ASIC.

Nexia Perth Audit Services Pty Ltd has given its written consent to being named as Auditor in this Prospectus. Nexia Perth Audit Services Pty Ltd has not withdrawn its consent prior to lodgement of this Prospectus with the ASIC.

Steinepreis Paganin has given its written consent to being named as the solicitors to the Company in this Prospectus and to the inclusion of the Solicitor’s Report on Tenements in Section 8 of this Prospectus in the form and context in which the report is included. Steinepreis Paganin has not withdrawn its consent prior to the lodgement of this Prospectus with the ASIC.

215 11.8 Expenses of the Offer

The total expenses of the Offer (excluding GST) are estimated to be approximately $821,500 for minimum subscription or $979,250 for full subscription and are expected to be applied towards the items set out in the table below:

Item of Expenditure Minimum Maximum Subscription Subscription ($) ($) ASIC fees 3,206 3,206 ASX fees 82,000 84,000 Broker Commissions1,2 460,000 600,000 Legal Fees 80,000 80,000 Independent Geologist’s Fees 161,000 161,000 Investigating Accountant’s Fees 7,000 7,000 Printing and Distribution 15,000 15,000 Miscellaneous 13,294 29,044 TOTAL 821,500 979,250

1. Broker commissions will only be paid on applications made through a licensed securities dealers or Australian financial services licensee and accepted by the Company (refer to section 10.3 of this Prospectus for further information). The amount calculated is based on 100% of applications being made in this manner. For those applications made directly to and accepted by the Company no broker commissions will be payable and the expenses of the Offer will be reduced and the additional funds will be put towards working capital.

2. As summarised in Section 10.4, $50,000 of the amount payable to the Lead Manager is to be paid through the issue of 250,000 Shares to the Lead Manager, which will reduce the costs of the Offer shown above by $50,000.

11.9 Continuous disclosure obligations

Following admission of the Company to the Official List, the Company will be a “disclosing entity” (as defined in Section 111AC of the Corporations Act 2001 (Cth)) and, as such, will be subject to regular reporting and disclosure obligations. Specifically, like all listed companies, the Company will be required to continuously disclose any information it has to the market which a reasonable person would expect to have a material effect on the price or the value of the Company’s securities.

Price sensitive information will be publicly released through ASX before it is disclosed to shareholders and market participants. Distribution of other information to shareholders and market participants will also be managed through disclosure to the ASX. In addition, the Company will post this information on its website after the ASX confirms an announcement has been made, with the aim of making the information readily accessible to the widest audience.

11.10 Electronic Prospectus

If you have received this Prospectus as an electronic Prospectus, please ensure that you have received the entire Prospectus accompanied by the Application Form. If you have not, please contact the Company and the Company will send you, for free, either a hard copy or a further electronic copy of this Prospectus or both. Alternatively, you may obtain a copy of this Prospectus from the website of the Company at www.pvwresources.com.au. 216 The Company reserves the right not to accept an Application Form from a person if it has reason to believe that when that person was given access to the electronic Application Form, it was not provided together with the electronic Prospectus and any relevant supplementary or replacement prospectus or any of those documents were incomplete or altered.

11.11 Financial Forecasts

The Directors have considered the matters set out in ASIC Regulatory Guide 170 and believe that they do not have a reasonable basis to forecast future earnings on the basis that the operations of the Company are inherently uncertain. Accordingly, any forecast or projection information would contain such a broad range of potential outcomes and possibilities that it is not possible to prepare a reliable best estimate forecast or projection.

11.12 Privacy statement

If you complete an Application Form, you will be providing personal information to the Company. The Company collects, holds and will use that information to assess your application, service your needs as a Shareholder and to facilitate distribution payments and corporate communications to you as a Shareholder.

The information may also be used from time to time and disclosed to persons inspecting the register, including bidders for your securities in the context of takeovers, regulatory bodies including the Australian Taxation Office, authorised securities brokers, print service providers, mail houses and the share registry.

You can access, correct and update the personal information that we hold about you. If you wish to do so, please contact the share registry at the relevant contact number set out in this Prospectus.

Collection, maintenance and disclosure of certain personal information is governed by legislation including the Privacy Act 1988 (as amended), the Corporations Act 2001 (Cth) and certain rules such as the ASX Settlement Operating Rules. You should note that if you do not provide the information required on the application for Shares, the Company may not be able to accept or process your application.

217 12. DIRECTORS’ AUTHORISATION

This Prospectus is issued by the Company and its issue has been authorised by a resolution of the Directors.

In accordance with Section 720 of the Corporations Act 2001 (Cth), each Director has consented to the lodgement of this Prospectus with the ASIC.

______Colin McCavana Non-Executive Chair For and on behalf of PVW Resources NL

218 13. GLOSSARY

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

$ means an Australian dollar.

Acquisitions means the acquisitions of tenements as referred to in Section 3.4 of this Prospectus.

Applicant means a person applying for Securities pursuant to this Prospectus.

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

Acquisitions means the acquisitions of the tenements by the Company (or its nominated subsidiary.

Acquisition Agreements means each of the agreements to acquire the tenements summarised in the Solicitor’s Report on Tenements.

ASIC means Australian Securities & Investments Commission.

ASX means ASX Limited (ACN 008 624 691) or the financial market operated by it as the context requires.

ASX Listing Rules means the official listing rules of ASX.

Au means gold.

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

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

Company or PVW means PVW Resources NL (ACN 624 170 074).

Conditions means the conditions outlined in Section 3.4.

Constitution means the constitution of the Company.

Corporations Act means the Corporations Act 2001 (Cth).

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

Exposure Period means the period of 7 days after the date of lodgement of this Prospectus, which period may be extended by the ASIC by not more than 7 days pursuant to Section 727(3) of the Corporations Act.

General Offer has the meaning as set out at Section 3.2.

JORC Code means the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves.

Lead Manager means Oz Financial Australia Pty Ltd (AFS Representative Number 000431191) .

219 Maximum Subscription means the maximum amount to be raised under the Prospectus, being $7,000,000 assuming full oversubscriptions of the 10,000,000 Shares at $0.20 per Share are accepted.

Minimum Subscription means the minimum amount to be raised under the Offer, being $5,000,000 assuming no oversubscriptions are accepted.

Minotaur Shareholder means a shareholder of Minotaur Exploration Ltd eligible to participate in the Priority Offer.

Offer means the offer of Securities (comprising of the Priority Offer and the General Offer) pursuant to this Prospectus as set out in Section 3 of this Prospectus.

Official List means the official list of ASX.

Official Quotation means official quotation by ASX in accordance with the ASX Listing Rules.

Option means an option to acquire a Share.

Performance Rights means performance rights with right to receive a Share upon the achievement of specified milestones as summarised in this Prospectus.

Priority Offer means the priority offer made available to Shareholders of Minotaur Exploration Ltd as described in Section 3.3 of this Prospectus.

Prospectus means this prospectus.

Reserves means JORC Code compliant reserves.

Resources means JORC Code compliant resources.

Section means a section of this Prospectus.

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

Shareholder means a holder of Shares.

Tenements means the mineral tenements (including applications) in which the Company has an interest described in the Solicitor’s Report on Tenements set out in Section 8 of this Prospectus or any one of them as the context requires.

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

220

Applicants who received this General Offer from their broker must return their Application Form and Application Monies back to their broker

PVW RESOURCES NL | ACN 624 170 074 Broker Code Adviser Code

Application Options:

Option A: Apply Online and Pay Electronically (Recommended)

Apply online at: https://automic.com.au/pvwresources.html

 Pay electronically: Applying online allows you to pay electronically, for Australian residents through BPAY®.

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

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

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

Option B: Standard Application and Pay by Cheque

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

1. Number of Shares applied for Application payment (multiply box 1 by $0.20 per share) , , A$ , , .

Applications under the Offer must be for a minimum of $2,000 worth of Shares (10,000 Shares) and thereafter, in multiples of $500 worth of Shares (2,500 Shares).

2. Applicant name(s) and postal address: refer to naming standards for correct form of registrable title(s) overleaf Name of Applicant 1

Name of Applicant 2 or

Name of Applicant 3 or

Postal address Unit / Street Number / Street name or PO Box

Suburb/Town State Postcode

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

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

4. CHESS Holders Only – Holder Identification Number (HIN) Note: if the name and address details in sections 2 do not match exactly with your registration details held at CHESS, any Shares issued as a result of your Application X will be held on the Issuer Sponsored subregister.

5. TFN/ABN/Exemption Code Applicant 1 Applicant #2 Applicant #3

If NOT an individual TFN/ABN, please note the type in the box

C = Company; P = Partnership; T = Trust; S = Super Fund

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

CORRECT FORMS OF REGISTRABLE TITLE Note that ONLY legal entities can hold Shares. The application must be in the name of a natural person(s), companies or other legal entities acceptable by the Company. At least one full given name and surname is required for each natural person.

Type of Investor Correct Form of Registration Incorrect Form of Registration

Individual Mr John Richard Sample J R Sample Joint Holdings Mr John Richard Sample & Mrs Anne Sample John Richard & Anne Sample Company ABC Pty Ltd ABC P/L or ABC Co Trusts Mr John Richard Sample John Sample Family Trust Superannuation Funds Mr John Sample & Mrs Anne Sample John & Anne Superannuation Fund Partnerships Mr John Sample & John Sample & Son Mr Richard Sample Clubs/Unincorporated Bodies Mr John Sample Food Health Club < Food Health Club A/C> Deceased Estates Mr John Sample Anne Sample (Deceased)

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

This is an Application Form for Ordinary Fully Paid Shares (Shares) in PVW Resources NL ACN 624 170 074 (the Company), made under the terms set out in the Prospectus dated 31 October 2018. The expiry date of the Prospectus is the date which is 13 months after the date of the Prospectus.

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

1. Shares applied for & payment amount - Enter the number of Shares you wish to apply for. Applications under the General Offer must be for a minimum of $2,000 worth Shares (10,000 Shares) and thereafter, in multiples of $500 worth of Shares (2,500 Shares). To calculate this amount, multiply the number of Shares applied for by the Offer price, which is A$0.22 per share.

2. Applicant name(s) and postal address - Note that ONLY legal entities can hold Shares. The application must be in the name of a natural person(s), companies or other legal entities acceptable by the Company. At least one full given name and surname is required for each natural person. You should refer to the table above for the correct forms of registrable title(s). Applicants using the wrong form of names may be rejected. Next, enter your postal address for the registration of your holding and all correspondence. Only one address can be recorded against a holding.

3. Contact Details - Please provide your contact details for us to contact you between 9:00am AEDT and 5:00pm AEDT should we need to speak to you about your application. In providing your email address you elect to receive electronic communications. You can change your communication preferences at any time by logging in to the Investor Portal accessible at https://investor.automic.com.au/#/home

4. CHESS Holders - If you are sponsored by a stockbroker or other participant and you wish to hold shares allotted to you under this Application on the CHESS subregister, enter your CHESS HIN. Otherwise leave the section blank and on allotment you will be sponsored by the Company and a “Securityholder Reference Number” (SRN) will be allocated to you.

5. TFN/ABN/Exemption - If you wish to have your Tax File Number, ABN or Exemption registered against your holding, please enter the details. Collection of TFN’s is authorised by taxation laws but quotation is not compulsory and it will not affect your Application.

6. Payment - Payments for applications made through this Application Form can only be made by cheque. Payment can be made by both BPAY and EFT but only by making an online application, which can be accessed by following the web address provided on the front of the Application Form. Do not forward cash with this Application Form as it will not be accepted.

Your cheque must be made payable to “PVW Resources NL” and drawn on an Australian bank and expressed in Australian currency and crossed "Not Negotiable". Cheques or bank drafts drawn on overseas banks in Australian or any foreign currency will NOT be accepted. Any such cheques will be returned and the acceptance deemed to be invalid. Sufficient cleared funds should be held in your account as your acceptance may be rejected if your cheque is dishonoured.

DECLARATIONS BY SUBMITTING THIS APPLICATION FORM WITH THE APPLICATION MONIES, YOU DECLARE THAT: . you have received a paper or electronic copy of the Prospectus that accompanies this Application Form and have read the Prospectus in full and agree to be bound by the terms and conditions of the General Offer as declared in the Prospectus; . all details and statements made on the Application Form are complete and accurate; . where information has been provided about another individual, that individual’s consent has been obtained to transfer the information to the Company; . the Company and their respective officers and agents are authorised to do anything on your behalf (including the completion and execution of documents) to enable the Shares to be allocated to you; . you agree to be bound by the constitution of the Company; and . neither the Company nor any person or entity guarantees any particular rate of return on the Shares, nor do they guarantee the repayment of capital.

LODGEMENT INSTRUCTIONS The General Offer opens at 9.00am (AEDT) on 8 November 2018 and is expected to close at 5.00pm (AEDT) on 30 November 2018. The Company may elect to extend the Offer or close it (after the Offer is open) at any earlier date and time, without further notice. Applicants are therefore encouraged to submit their Applications as early as possible. Completed Application Forms and cheques must be:

POSTED TO: DELIVERED TO (during business hours only - 9am to 5pm (AEDT):

PVW Resources NL PVW Resources NL C/- Automic Group C/- Automic Group GPO Box 5193 Level 5, 126 Phillip Street Sydney NSW 2001 Sydney NSW 2000

Your Application Form must be received by Automic no later than 5.00pm (AEDT) 30 November 2018 If you have any enquiries in respect of this Application, please contact Automic by either phone on 1300 288 664 (within Australia), +61 2 9698 5414 or at [email protected].