Chaucer Energy Limited

CHAUCER ENERGY LIMITED ACN 610 613 048 This Prospectus has been issued to provide information on the offer of up to 27,500,000 Shares at $0.20 cents each to raise a minimum of $4,500,000 and a maximum of $5,500,000 (Offer).

It is proposed that the Offer will close at 5.00pm (EST) on 25 November 2020. The Directors reserve the right to close the Offer earlier or to extend this date without notice. Applications must be received before that time.

JOINT LEAD MANAGERS

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 Shares offered by this Prospectus should be considered highly speculative. CHAUCER ENERGY LIMITED

IMPORTANT NOTICES

General • the Independent Geologist's Report has been This replacement prospectus (Prospectus) is issued amended and reissued with a new date. It by Chaucer Energy Limited ACN 610 613 048 has been amended to include a new (Chaucer Energy or the Company) for the Annexure 2; to remove all references to an purposes of Chapter 6D of the Corporations Act exploration target; to replace a number of the 2001 (Cth) (Corporations Act). The offer contained Figures contained in the report and to provide in this Prospectus is an initial public offer to acquire additional disclosures; fully paid ordinary shares (Shares) in the Company • references to the exploration target that were (Offer). contained in the Important Notices Section (refer Competent Persons Statement) and in This Prospectus provides information for investors to Section 5.2 have been removed; decide if they wish to invest in the Company and • following a renegotiation of the Company's should be read in its entirety. mandate with Pulse Markets, the Prospectus has been updated to reflect that Pulse Lodgement and Listing Markets will, as part of the consideration payable under its mandate, now receive This Prospectus is dated 29 October 2020. It was 500,000 Shares and 1.5 million options lodged with the Australian Securities and (exercisable at $0.30 and expiring 3 years Investments Commission (ASIC) on that date. It after Admission) instead of 2 million Shares. replaces the Original Prospectus issued by the This has resulted in amendments being made Company dated 9 October 2020 that was lodged throughout the Prospectus to disclosures that with ASIC on that date. relate to the Pulse Markets mandate, what An application has been made for listing of the the Company's capital structure may look like Company’s securities offered by this Prospectus to at Admission (including references to the ASX. relevant percentage interests), as well as to Neither ASIC nor the ASX takes any responsibility the Pro forma Historical Consolidated for the contents of this Prospectus. Statement of Financial Position set out in The fact that the ASX may admit the Company to the Section 9.5 (and the accompanying notes); Official List of the ASX is not to be taken in any way • references to the Company pursuing the as an indication of the investment merits of the development of a staged commercial ISG Company or the Offer. Power Project "generating up to 100MW of electricity" have been removed and replaced

with references to the Company pursuing the Replacement Prospectus development of a "staged commercial ISG Power Project" with the initial focus being on the Maullin Project area; This Prospectus differs from the Original Prospectus • the Chairman's letter has been updated; and the key differences are: • the proposed commercialisation schedule • the Indicative Timetable contained in Section (including indicative time frames) set out in 1 has been updated to take into account the Section 5.2 has been amended and Section fact that the Offer will now open on the date 5.2 also now discloses the basis on which the after the date this Prospectus was lodged Company will determine its additional funding with ASIC (consequential changes have also requirements; been made to subsequent dates in the • the use of funds table contained in Section timetable); 13.7 has been updated to provide additional • references to the Company applying to the information in relation to the anticipated ASX for Admission and for the Official "Staff, corporate and working capital costs" Quotation of the Shares offered under this and has also been amended to take into Prospectus within 7 days have been account additional expenses including those amended to reflect the fact that such incurred in the period following lodgement of application has already been made; the Original Prospectus; and • the Independent Limited Assurance Report • the reference in Section 16.1 to the Company and the Independent Legal Report have been holding an extraordinary meeting of reissued with new dates; shareholders on 23 October 2020 to adopt a new Constitution have been removed on the

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basis that the meeting has now been held It is important that you read this Prospectus carefully and the resolution adopting the new and in full before deciding whether to invest in the Constitution has been passed. Company. In particular, you should consider the risk factors that Exposure Period could affect the business, financial condition and The Corporations Act prohibits the Company from financial performance of the Company. You should processing Applications under the Offer during an carefully consider these risks in light of your exposure period (to be determined by ASIC, but not investment objectives, financial situation and exceeding 14 days) after the date of the lodgement particular needs (including financial and taxation of the Original Prospectus issues) and seek professional advice from your accountant, financial adviser, stockbroker, lawyer or with ASIC. Applications received during the other professional adviser before deciding whether exposure period will not be processed until after the to invest in Shares. Some of the key risk factors that expiry of the exposure period. should be considered by prospective investors are set out in Section 7 of this Prospectus. There may Applications lodged before the end of the exposure be risk factors in addition to these that should be period will be treated as if they were received at the considered in light of your personal circumstances. same time as the end of the exposure period. No Any investment in the Shares of the Company preference will be conferred on Applications should be regarded as highly speculative. received during the exposure period. The purpose of Except as required by law, and only to the extent the exposure period is to enable this Prospectus to required, no person named in this Prospectus, nor be examined by market participants prior to the any other person, warrants or guarantees the raising of funds. performance of the Company, the repayment of capital by the Company or any return on investment Expiry Date in Shares made pursuant to this Prospectus. No securities will be allotted or issued on the basis No person is authorised to give any information or to of this Prospectus after the expiry date, being the make any representation in connection with the Offer date which is 13 months after the date of this which is not contained in this Prospectus. Any Prospectus. information or representation not so contained may not be relied on as having been authorised by the Company, the Directors, the Joint Lead Managers or Note to Applicants any other person in connection with the Offer. You The information contained in this Prospectus is not should only rely on information contained in this investment or financial product advice and has been Prospectus. prepared as general information only, without consideration for your investment objectives, financial situation or particular needs.

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IMPORTANT NOTICES

Forward-looking statements the public offering of the Shares, in any jurisdiction This Prospectus contains forward-looking outside of Australia. statements which are identified by words such as The Company does not make any offer or "may", "could", "believes", "estimates", "targets", invitations, and this Prospectus does not constitute "expects", or "intends" and other similar words that an offer or invitation, in any place in which, or to any involve risks and uncertainties. person to whom, it would not be lawful to make such These statements are based on an assessment of an offer or invitation. present economic and operating conditions, and on It is the responsibility of any overseas Applicant to a number of assumptions regarding future events ensure compliance with all laws of any country and actions that, as at the date of this Prospectus, relevant to his or her Application. The return of a are expected to take place. duly completed Application Form will be taken by the Such forward-looking statements are not guarantees Company to constitute a representation and of future performance and involve known and warranty that there has been no breach of such laws unknown risks, uncertainties, assumptions, and and that all necessary approvals and consents have other important factors, many of which are beyond been obtained. the control of the Company and its Directors. The Company and its Directors cannot and do not Company Website give any assurance that the results, performance or Any references to documents included on the achievements expressed or implied by the forward- Company's website at www.chaucerenergy.com.au looking statements contained in this Prospectus will are for convenience only. None of the documents or actually occur and investors are cautioned not to information available on the Company's website is place undue reliance on these forward-looking incorporated into this Prospectus by reference. statements.

We have no intention to update or revise forward- looking statements, or to publish prospective Electronic Prospectus financial information in the future, regardless of This Prospectus is available in electronic format via whether new information, future events or any other www.chaucerenergy.com.au. The Offer constituted factors affect the information contained in this by this Prospectus in electronic form is only available Prospectus, except where required by law. to persons receiving this Prospectus in electronic These forward-looking statements are subject to form within Australia. various risk factors that could cause our actual Applications for Shares may only be made on the results to differ materially from the results expressed Application Form attached to this Prospectus or as or anticipated in these statements. The risk factors downloaded in its entirety via are set out in Section 7 of this Prospectus. www.chaucerenergy.com.au. The Corporations Act prohibits any person from No prospective financial forecasts passing on to another person an Application Form unless it is attached to a hard copy of this The Directors have considered the matters outlined Prospectus or accompanied by the complete and in ASIC Regulatory Guide 170. The Company will unaltered electronic version of this Prospectus. use the proceeds of the Offer for the purposes set out in Section 13.7 of this Prospectus. Given the Company is an early stage company which does not Paper Copies of Prospectus have any trading history, reliable forecasts of any The Company will provide paper copies of this possible revenue and expenses cannot be prepared Prospectus (including any supplementary or and accordingly the Directors have not included replacement document) and the Application Form to forecasts in this Prospectus. investors upon request and free of charge. Requests for a paper copy should be directed to the Company Applicants outside of Australia Secretary Adrien Wing on +61 3 96140600 or the Joint Lead Managers on +61 8 8236 8888 (Baker No action has been taken to register or qualify the Young) or +61 2 9191 0420 (Pulse Markets). Shares, or the Offer, or otherwise to permit

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IMPORTANT NOTICES

Definitions Competent Person's Statement Certain terms and abbreviations used in this The information contained in this Prospectus that Prospectus have defined meanings which are relates to Exploration Results is based on, and fairly explained in the Glossary contained in Section 19. represents, information and supporting documentation compiled by Ian Buckingham, a Competent Person who is a member of the Currency Australian Institute of Mining and Metallurgy. Ian References to "$", "A$", "AUD" or "dollar" are Buckingham is a full time employee of Global references to Australian currency unless otherwise Resources & Infrastructure Pty Ltd and has sufficient stated. experience that is relevant to the style of mineralisation and type of deposit under consideration and to the activity being undertaken to Time qualify as a Competent Person as defined in the References to time relate to Australian Eastern 2012 Edition of the 'Australasian Code for Reporting Standard Time (EST) as observed in Sydney, New of Exploration Results, Mineral Resources and Ore South Wales, unless otherwise stated. Reserves' (JORC Code). Ian Buckingham consents to the inclusion in this Prospectus of the matters based on his information in the form and context in Photographs and Diagrams which it appears. Photographs used in this Prospectus which do not have any descriptions are for illustration only and should not be interpreted to mean that any person Enquiries shown endorses this Prospectus or its contents. If you have any queries regarding the matters set out The people and assets depicted in photographs in in this Prospectus you should seek advice from your this Prospectus are not employees or assets of the accountant, financial adviser, stockbroker, lawyer or Company unless specifically stated. other professional advisor. Diagrams used in this Prospectus are illustrative If you have any queries regarding the Offer or how to only and may not be drawn to scale. Unless accept the Offer, please contact the Company otherwise stated, all data contained in charts, graphs Secretary Adrien Wing on and tables are based on information available as at +61 (0)3 9614 0600 or the Joint Lead Managers on the date of this Prospectus. +61 8 8236 8888 (Baker Young) or +61 2 9191 0420 (Pulse Markets). Governing Law The Company is established in Australia. Its general corporate activities (including the offering of securities in Australia) are regulated by the Corporations Act and ASIC.

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TABLE OF CONTENTS

IMPORTANT NOTICES ...... 2 LETTER FROM THE CHAIRMAN ...... 7 1. KEY DETAILS OF THE OFFER ...... 9 2. INVESTMENT OVERVIEW ...... 10 3. COMPANY BACKGROUND ...... 21 4. CHILE’S ENERGY NEEDS ...... 24 5. OVERVIEW OF THE COMPANY’S PROJECTS AND BUSINESS PLAN ...... 28 6. ISG OVERVIEW ...... 32 7. RISKS ...... 36 8. KEY PEOPLE, INTERESTS AND BENEFITS ...... 46 9. FINANCIAL INFORMATION ...... 50 10. INDEPENDENT LIMITED ASSURANCE REPORT ...... 62 11. INDEPENDENT GEOLOGIST'S REPORT ...... 68 12. INDEPENDENT LEGAL REPORT ...... 119 13. DETAILS OF THE OFFER ...... 171 14. CORPORATE GOVERNANCE ...... 178 15. MATERIAL CONTRACTS ...... 184 16. ADDITIONAL INFORMATION ...... 192 17. CORPORATE DIRECTORY ...... 199 18. DIRECTORS' RESPONSIBILITY STATEMENT AND CONSENT ...... 200 19. GLOSSARY ...... 201

APPLICATION FORM

6 CHAUCER ENERGY LIMITED

LETTER FROM THE CHAIRMAN

Dear Investor

On behalf of the Board, it is my pleasure to invite you to invest in this initial public offering of Shares in Chaucer Energy Limited (Chaucer Energy or the Company).

Chaucer Energy is an Australian public company that aims to develop a commercial energy project in Chile using gas obtained from applying the process of In Situ Gasification (ISG) to deep domestic coal resources. The Company's management team and its technology partner Ergo Exergy Technologies Inc (Ergo Exergy), have a long association with ISG (details of which are provided in Section 6 of this Prospectus).

The Company has undertaken a comprehensive review of Chile's coal basins and, at the date of this Prospectus, has identified three potential project areas in southern Chile that it wishes to evaluate further. We have been granted Exploration Mining Concessions over 4,100 hectares of land near the town of Maullin (the Maullin Project area), and also over two other separate areas in the Magallan Basin – 8,200 hectares at Rio Perez (the Rio Perez Project area) and 6,900 hectares on Isla Riesco (the Isla Riesco Project area). The Company believes that it has acquired the most prospective areas in the country for the application of the ISG process.

Selection of the Company's project areas has been made on the basis of data from oil and gas wells, nearby drilling data, seismic and gravimetric surveys and from coal outcrop exposures as described in the Independent Geologist's Report contained in Section 11 of this Prospectus. To date, insufficient drilling has been undertaken to define a JORC compliant coal resource within any of the project areas and further exploration needs to be undertaken to confirm the viability of implementing a commercial ISG project.

The Company proposes to raise a minimum of $4,500,000, and a maximum of $5,500,000 pursuant to this Prospectus to enable it to conduct selective exploration and further evaluate the suitability of the project areas for development. The initial focus will be on the Maullin Project area where, subject to a positive evaluation, the Company intends to develop a staged commercial ISG Power Project. Funds raised under this Prospectus will be used to undertake an exploration program with the objective being to identify a JORC compliant resource on this area, and also to confirm whether a coal deposit might exist on at least one of the Rio Perez Project or Isla Riesco Project areas.

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The manner in which the funds raised through this Prospectus will be used, together with indicative project development timeframes are discussed in further detail in Sections 5 and 13.7. Details about the risks associated with the Company's business plan and making an investment in the Company are contained in Section 7.

It is with great enthusiasm that I commend this Prospectus to you, and invite you to join us as an investor for the exciting future ahead.

Yours faithfully

Malcolm McAully Chairperson

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1. KEY DETAILS OF THE OFFER

Key Details

Offer Price $0.20

Number of Shares on issue prior to the Offer 49,167,500

Minimum Maximum

Subscription Subscription

Total Shares to be issued under the Offer 22,500,000 27,500,000

Amount to be raised under the Offer $4,500,000 $5,500,000

Number of Shares immediately following the 73,167,500 78,167,500 Offer1

Number of options immediately following the 1,500,000 1,500,000 Offer2

Notes: 1. Includes 1,000,000 Shares to be issued to Mr Stephen Layton (or his nominees) and 500,000 Shares to be issued to Pulse Markets (or its nominees) prior to Admission. Refer to Sections 15.3 and 15.7 for further details in relation to these proposed Share issues.

2. 1.5 million options will be issued to Pulse Markets prior to Admission. These options are exercisable at $0.30 and expire three years from the date of Admission. Refer to Section 15.7 for further details in relation to this proposed option issue.

INDICATIVE TIMETABLE

Event Date

Lodgement of this Prospectus with ASIC 29 October 2020

Opening Date for the Offer 30 October 2020

Closing Date for the Offer 25 November 2020

Allotment Date 9 December 2020

Despatch of holding statements 10 December 2020

Expected date for quotation on ASX 15 December 2020

Note: The above dates are indicative and may change without notice. The Company reserves the right to extend the Closing Date or close the Offer early without further notice. Quotation of Shares on the ASX is at the discretion of ASX and is subject to the Company satisfying the listing requirements of the ASX.

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2. INVESTMENT OVERVIEW

This Section contains a summary of what the Directors consider to be the key information contained in this Prospectus and is provided for your ease of reference only. Importantly, this Section is not a substitute for reading this Prospectus in its entirety.

If you are considering an investment in the Company, it is important that you read this Prospectus carefully in its entirety and seek professional advice where necessary before deciding to invest in the Company. In particular, when assessing the prospects for the Company, you should consider the risk factors that could affect the performance of the Company. The Offer does not take into account your investment objectives, financial situation or particular needs. Accordingly, you should carefully consider the risk factors set out in Section 7 of this Prospectus in light of your personal circumstances and seek professional advice from your accountant, financial adviser, stockbroker, lawyer or other professional adviser before deciding whether to invest. The Shares offered under this Prospectus should be considered highly speculative.

Item Summary Section for Further Information

Introduction

Who is the The Company is an Australian public company established to Sections 3, 5 Company and pursue the development of commercial ISG facilities. and 6 what does it do? ISG is a process whereby stranded coal deposits, which are too deep for conventional open cut mining methods, can be utilised through the injection and ignition of a pressurised oxidant (such as air or oxygen/steam) to convert the coal to Syngas. Syngas can then be burnt to produce electricity or converted by chemical processing into a number of products including urea and methanol.

The Company has identified 3 potential project areas in southern Chile.

The Company (through its subsidiaries) holds Exploration Mining Concessions over the Maullin Project area, the Rio Perez Project area and the Isla Riesco Project area.

A JORC resource is yet to be established within any of the project areas and the Company intends to conduct exploration to confirm the viability of implementing a phased commercial ISG Power Project.

Subject to identifying a suitable coal deposit, and to satisfactory feasibility studies, relevant approvals and further funding, the Company intends to develop a phased commercial ISG Power Project, initially starting with 3MW of electricity production.

The Company is not generating revenue and requires funds in Sections 5.2, Why is the Offer order to implement its key business objectives. Funds raised 13.6 and 13.7 being conducted under the Offer will be used to implement these objectives which and what is the are summarised below. proposed use of funds raised under the Offer?

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Business of the Company

Where are the The Company's head office is located in Melbourne, Australia. Sections 5, 11 Company's and 12 operations The Maullin, Rio Perez and Isla Riesco Project areas are all located? located in southern Chile.

What are the At the date of this Prospectus, the Company's key objectives are Sections 4 and Company's key to: 5.2 business objectives? • conduct an exploration program within the Maullin Project area in order to identify a JORC compliant coal resource sufficient to support the development of a commercial ISG Power Project;

• conduct exploration on the Rio Perez and Isla Riesco Project areas to confirm whether a coal deposit might exist on either of these areas;

• if a suitable coal deposit is identified, the Company intends to develop a phased commercial ISG Power Project. The development of a commercial ISG Power Project is however, subject to the Company undertaking a satisfactory feasibility study, obtaining all necessary regulatory approvals, and raising further funds.

The Company's proposed commercialisation schedule is set out in Section 5.2 of this Prospectus.

The Company considers Chile to be an ideal country in which to execute its strategy because of its domestic energy needs.

How will the The Company does not anticipate that it will generate revenue Sections 3.1 Company until it develops a commercial ISG Power Project. and 6 generate revenue? If it is able to develop a commercial ISG Power Project the Company will derive revenue from the sale of electricity generated by the project.

The opportunity may also exist for the Company to convert Syngas produced by the ISG process into a number of saleable by-products including urea and methanol.

What are the key At present, the Company holds a number of Exploration Mining Sections 3.3, 5, assets of the Concessions in respect of the Maullin Project area, the Rio 8.3, 8.4, 11, 12 Company's Perez Project area and the Isla Riesco Project area. and 15.1 business? The Company is party to the Technology Licence Agreement with Ergo Exergy. Ergo Exergy is the holder of proprietary ISG technology and widely considered a leader in the ISG field. Under the terms of this agreement, the Company is entitled to use the proprietary ISG technology and gain access to Ergo Exergy's personnel to assist with the development of ISG projects in Chile. The Company also considers its management team to be a key asset. Both Dr Len Walker (Managing Director) and Valeri Melik

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(General Manager of Projects) have extensive experience in the ISG field.

Who are the There are currently no other companies utilising the ISG process Sections 6.5 Company's in Chile. and 7.2(t) competitors? The Company recognises however, that coal resources are finite and that in the future it may need to compete with coal miners to obtain the right to access (and exploit) suitable coal resources. Further, the Company recognises that by achieving commercial gas production and offering gas as a source of energy to the Chilean domestic energy market the Company will be competing with both foreign and domestic energy producers. This extends to commodities produced using the ISG process, including methanol and urea, which the Company may seek to commercialise.

What is the The Company is a recently formed company with a limited Sections 9 and Company's operating history. The Company has no assets producing 10 financial position? positive cash flow and has not earned any income to date. Further financial information relating to the financial position of the Company is set out in Section 9 of this Prospectus and in the Independent Limited Assurance Report contained in Section 10 of this Prospectus.

What is the The Company does not expect to declare any dividends for a Section 9.7 Company's period of at least two years following completion of the Offer. dividend policy? The Company may choose to retain some or all of its future earnings to fund development and growth of its business. Subject to the Company achieving sustained profitability and cash flow and satisfying any ongoing capital requirements, the Directors may consider declaring dividends in the future.

Summary of Key Risks

There are a number of potential risks associated with investing in the Company and the industry in which it operates, which may impact its financial performance. The risks identified as being specific to the Company are summarised below and are described in more detail in Section 7 (along with additional risks that are more general in nature).

Limited operating As noted above, the Company is a recently formed company Section 7.2(a) history with a limited operating history.

The ultimate success of the Company will depend on its ability to identify a viable project, raise capital for the development of operations, and to generate cash flow from its projects in the future.

Regulatory The Company (via its wholly owned subsidiaries) holds Section 7.2(b) Approvals Exploration Mining Concessions for the Maullin Project area, the and 12 Rio Perez Project area and the Isla Riesco Project area.

Exploration Mining Concessions are issued for a specific term and carry annual fees in addition to other conditions that must be complied with. Consequently, title to all or some of the

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Exploration Mining Concessions could be lost if licence conditions are not met.

If a coal deposit is identified that is suitable for the ISG process, further approvals from the regulatory authorities in Chile will be required in order to develop a project. It will be necessary to apply to convert the relevant Exploration Mining Concessions into Exploitation Mining Concessions and obtain environmental approvals.

Any project that may harm the environment must be evaluated in accordance with the Environmental Impact Evaluation System, which is managed by the Environmental Evaluation Agency ("EEA"). The relevant regulations identify power plants greater than 3MW and coal mining development projects as projects that may harm the environment. Accordingly, the Company considers that for an ISG Power Project greater than 3MW, it will be required to submit any project development plans to the EEA for evaluation and approval.

Before the necessary environmental approvals can be granted an environmental impact assessment will need to be overseen by EEA (based on either an Environmental Impact Study or Environmental Impact Statement prepared by the Company) to determine whether the environmental impact of the proposed project complies with current legal standards.

The EEA has confirmed to the Company that ISG operations are not subject to any ban or moratorium in Chile. However, the EEA has limited experience assessing applications in connection with ISG Power Projects and there is a risk that the necessary development approvals may not be forthcoming or may not be able to be obtained on terms acceptable to the Company. Having said that, the EEA has confirmed to the Company that in 2010 it classified the Mulpun Pilot Underground Coal Gasification Plant" (referred to in Section 6.5) as "environmentally favourable."

A failure to obtain any necessary development approvals would mean that the ability of the Group to conduct its proposed operations may be limited or restricted either in part or absolutely.

Validity of The validity of "Maullin 10", which is 1 of the 14 Exploration Sections 7.2(c) Exploration Mining Concessions granted in respect of the Maullin Project, and 12 Mining could be challenged by an interested third party due to a Concession - technical deficiency associated with the application process. The Maullin 10 risk of a challenge is considered very low, and while the Company would oppose any challenge, it intends to take action to address the risk by making an application to convert Maullin 10 into an Exploitation Mining Concession.

It is noted that in the unlikely event that the validity of Maullin 10 were to be successfully challenged, the Company considers it would still be in a position to implement its proposed business plan. This is on the basis that Maullin 10 represents only 300 hectares of the 4,100 hectares that comprise the Maullin Project area (i.e. less than 7.5%).

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Exploration To date, insufficient drilling has been undertaken to define a Section 7.2(d) JORC compliant coal resource on any of the Company's proposed project areas and further exploration needs to be undertaken to confirm the viability of implementing a commercial ISG Power Project.

There can be no assurance that exploration of the Company’s existing Exploration Mining Concessions, or of any other Exploration Mining Concessions that may be granted in the future, will result in the discovery of coal deposits that are suitable for a commercial ISG Power Project.

Project As the Group’s operations are focused solely on ISG activities Section 7.2(e) Development and the future profitability of the Company is linked to the Group's Technology Risks ability to develop and commercialise this technology.

Whilst the ISG technology provided under licence by Ergo Exergy has been successfully implemented at a commercial scale in the FSU and at a demonstration level in South Africa, New Zealand and Queensland, it is yet to be commercially exploited in Chile (or anywhere outside the FSU).

Reliance on Key The Company's management team contributes substantially to Section 7.2(f) Personnel the technical knowhow and project development requirements of the Company's operations.

The management team will also rely on contributions from Ergo Exergy, with whom the Company has entered into the Technology License Agreement.

Environmental The exploration for minerals and the development of ISG Section 7.2(g) Risk facilities can be hazardous to the environment and environmental damage may occur that could be costly to remedy.

Intellectual The Company accesses ISG technology from Ergo Exergy Section 7.2(h) Property Rights pursuant to the Technology Licence Agreement. This means that the Company relies on a contractual right to utilise and otherwise commercially exploit the ISG technology. If this right were to be terminated the Company would need to be able to implement any future projects without having ongoing access to Ergo Exergy's intellectual property.

Sufficiency of Funds raised under the Offer will be used primarily for Sections 5.2 Funds exploration activities and further funds will be required to develop and 7.2(i) an ISG Power Project, with the amount to be determined having regard to the results generated by the Company's proposed exploration program, the relevant site characteristics of any

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nominated project area and the outcome of relevant feasibility studies.

There is also the risk that the Company's budgeted costs may be higher than anticipated or increase as a result of unforeseen circumstances.

No assurances can be given that the Company will be able to raise the additional finances that will be required to fund its future activities.

COVID-19 The outbreak of coronavirus, or COVID-19, is having a material Sections 7.2(j) effect on global markets. The global economic outlook is facing and 7.3(c) uncertainty due to the pandemic, which has had and may continue to have a significant impact on capital markets, commodities and share prices. As such, the Company's Share price may be adversely affected by the economic outlook and uncertainty caused by COVID-19.

As noted in Section 7.2(j), Chile has been adversely impacted by COVID-19.

Any measures to limit the transmission of the virus implemented by governments around the world, in particular in Australia and Chile, may adversely impact the Company's operations. In particular, any restrictions on supply chains and international and in-country travel may impact upon the Company's proposed development time lines (as set out in Section 5.2 of this Prospectus).

At the date of this Prospectus, international travel is restricted from Australia and also into Chile unless an exemption is granted, and quarantine restrictions are also in place in Chile, with the severity depending on the location. Travel permits are required for access to quarantined areas within Chile.

In the event that travel from Australia into Chile, or internally within Chile is not permitted, Chaucer will need to rely on its Chilean based consultants to oversee operations (to the extent that this is permitted) or if necessary delay implementing its development plans. Depending on the extent of restrictions that may be imposed from time to time, there is a risk that the Company’s project development plans will experience delays or increased costs which would have a detrimental impact on the Company.

It is noted that field activity on the Maullin Project area is not expected to commence until February/March 2021, hence the restrictions (if any) applicable at that time are uncertain.

Due to the uncertain effects of the COVID-19 pandemic, the Company will continuously monitor its operations and take appropriate action to mitigate risks where possible.

Foreign The Group operates internationally and is exposed to foreign Section 7.2(k) Exchange Risk exchange risk arising from currency fluctuations, primarily with respect to the US Dollar and the Chilean peso.

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Operating Risk Any proposal to commission the development of a commercial Section 7.2(l) ISG Power Project could be affected by a number of operational factors including (but not limited to) the quality and quantity of Syngas produced, technical difficulties encountered operating the power plant and industrial and environmental accidents.

Electricity and If the Group succeeds in producing power from its Maullin Section 7.2(m) Commodity Price Project (or any of its other projects), the revenue it will derive Volatility through the sale of electricity will be exposed to pricing risk.

Commodities produced from the ISG process may also be subject to price fluctuations which in turn may affect the Company's Share price.

Climate Change The development of fossil fuels, and in particular coal, is coming Section 7.2(n) Risk under increasing levels of scrutiny across the globe.

The Company is not aware of any current proposals from the Chilean Government that are likely to materially impact on its proposed operations, however the Company is mindful that such risks do exist.

Sovereign Risk The Company's projects are located in Chile and are subject to Section 7.2(o) the risks associated with operating in a foreign country.

The Company considers that these risks may include (but are not limited to) economic, social or political instability or change, deflation or hyperinflation, currency non-convertibility or instability and changes to laws affecting foreign ownership.

Contract Risks The Company is a party to various contracts and will inevitably Section 7.2(p) enter into additional agreements as it looks to commercialise its projects and identify new opportunities.

Litigation While the Company is not presently involved in litigation and the Section 7.2(q) Directors are not aware of any basis on which any litigation against the Company may arise, there is always the risk that litigation may occur as a result of differing interpretations of obligations or outcomes.

Insurance Risks While the Company may endeavour to mitigate some project and Section 7.2(r) business risks by procuring relevant insurance cover, such insurance cover may not always be available or economically justifiable and the policy provisions and exclusions may render a particular claim by the Company outside the scope of the insurance cover.

Competition As noted above, there are currently no other companies utilising Section 7.2(s) the ISG process in Chile.

16 CHAUCER ENERGY LIMITED

The Company recognises however, that coal resources are finite and that in the future it may need to compete with coal miners to obtain the right to access (and exploit) suitable coal resources.

Further, the Company recognises that by achieving commercial gas production and offering gas as a source of energy to the Chilean domestic energy market the Company will be competing with both foreign and domestic energy producers. This extends to commodities which may be produced using the ISG process, including methanol and urea, which the Company may seek to commercialise.

Liquidity and If, as anticipated, restriction obligations (escrow) are applied to Section 7.2(t) Realisation Risk Shares held by existing shareholders, the remaining “free float” (shares that are tradable during any restriction period) may be limited, resulting in a decrease in active or potential sellers or buyers at any given time, which may result in an inactive or illiquid market for the Shares.

Payment of As noted under the 'Business of the Company' section detailed Section 7.2(u) Dividends above, the payment of any future dividends will depend upon future earnings and the Company's financial condition, current and anticipated cash needs and such other factors as the Board considers appropriate.

As a result, Shareholders may have to rely on capital appreciation, if any, to earn a return on investment in Shares in the foreseeable future.

Directors and Related Party Transactions

Who are the At the date of this Prospectus, the Directors of the Company are: Section 8.1 Directors? • Malcolm McAully (Non-Executive Chairman);

• Dr Len Walker (Managing Director); and

• Stephen Layton (Non-Executive Director)

What benefits are Following Admission, the Directors will be entitled to be paid Sections 8.7, being paid to the directors' fees as follows: 15.2 and 15.3 Directors? • As Managing Director, Dr Len Walker will be paid $180,000 per annum (plus superannuation at the prescribed statutory rate).

• As Non-Executive Chairman, Malcolm McAully will be paid $60,000 per annum (inclusive of superannuation at the prescribed statutory rate).

• As Non-Executive Director, Stephen Layton will be paid $48,000 per annum (inclusive of superannuation at the prescribed statutory rate).

What interests do At the date of this Prospectus the Directors maintain the Section 8.6 the Directors following holdings: have in the

17 CHAUCER ENERGY LIMITED

Company's • Malcolm McAully has no holdings; securities? • Dr Len Walker has an interest in 30,000,000 Shares held by Innisfree Pty Ltd; and

• Stephen Layton* has an interest in 4,000,000 Shares held by Bodie Investments Pty Ltd.

*Note that Stephen Layton is entitled to receive a further 1,000,000 Shares on the terms described in Section 15.3 of this Prospectus, which would increase his interest to 5,000,000 Shares (unless he distributes all or some of the further 1,000,000 Shares to nominees).

What material The Company has entered into the following material contracts Sections 15.2, contracts has the with the Directors: 15.3 and 15.4 Company entered into with the • An Executive Services Agreement with Dr Len Walker dated Directors? 14 October 2019 detailing his role as Managing Director of the Company;

• A Letter of Appointment with Malcolm McAully dated 19 August 2019 detailing his role as Non-Executive Chairman;

• A Letter of Appointment with Stephen Layton dated 16 August 2019 detailing his role as a Non-Executive Director; and

• Deeds of Access, Indemnity and Insurance with each of the Directors.

What Corporate A summary of the Company's corporate governance policies is Section 14 Governance set out in Section 14. Policies does the Company have in place

Offer

What is the The Company will offer Shares to investors on the terms Section 13 Offer? described below.

What is the The Maximum Subscription is 27,500,000 fully paid ordinary Sections 13.1 maximum and shares at an issue price of $0.20 per Share to raise up to and 13.2 minimum $5,500,000 Subscription amount under the The Minimum Subscription is 22,500,000 fully paid ordinary Offer? shares at an issue price of $0.20 per Share to raise up to $4,500,000

Is the Offer The Offer is conditional upon the Company achieving the Section 13.2 conditional? Minimum Subscription.

18 CHAUCER ENERGY LIMITED

What will the Following completion of the Offer, the Company's capital Section 13.9 Company's structure will be as follows: capital structure look like following Minimum Maximum completion of the Shares % % Subscription Subscription Offer? On issue as at the date of 49,167,500 67.20 49,167,500 62.90 this Prospectus

To be issued under the 22,500,000 30.75 27,500,000 35.18 Offer

To be issued pursuant to 1,500,000 2.05 1,500,000 1.92 existing agreements1

Total 73,167,500 100 78,167,500 100

Note: 1.1,000,000 Shares are to be issued to Mr Stephen Layton (or his nominees) and 500,000 Shares are to be issued to Pulse Markets (or its nominees) prior to Admission. Refer to Sections 15.3 and 15.7 for further details in relation to these proposed Share issues.

There are currently no options on issue however, 1.5 million options will be issued to Pulse Markets prior to Admission. These options are exercisable at $0.30 and expire three years from the date of Admission. Refer to Section 15.7 for further details in relation to this proposed option issue.

Following completion of the Offer, the substantial holders of the Section 16.3 Who will be the Company will be as follows if the Minimum Subscription is substantial achieved (subject to the assumptions noted in Section 16.3). If holders of the more than the Minimum Subscription is achieved the holdings Company after will be diluted accordingly: completion of the Offer? Shareholder No. of Shares %

Innisfree Pty Ltd 30,000,000 41

Bodie Investments Pty Ltd 5,000,000 6.83

Covenant Holdings (WA) Pty Ltd 4,000,000 5.47

Is the Offer The Offer is not underwritten. Section 13.4 underwritten?

What are the All Shares issued in connection with the Offer under this Section 13.1 rights attaching to Prospectus will rank equally with existing Shares. Refer to and 16.1 the Shares Section 16.1 for a summary of the rights attaching to the Shares.

19 CHAUCER ENERGY LIMITED

issued under the Offer?

Will the Shares An application for quotation of all Shares that may be issued Important issued under the under the Offer has been made to the ASX. Notices Offer be quoted?

Are there any Shares issued to investors pursuant to this Prospectus will not Section 13.17 escrow be subject to any escrow requirement by the ASX. and 7.2(u) arrangements? The remaining Shares in the Company may be subject to mandatory escrow under the Listing Rules.

Is there any No brokerage, commission or stamp duty is payable by Section 13.12 broker's Applicants on acquisition of Shares under the Offer. commission, other commission or duty payable?

What are the key The key dates of the Offer are set out in the Indicative Timetable Section 1 dates of the included in Section 1 of this Prospectus. Offer?

How do I apply Applications for Shares under this Offer will be accepted from Section 13.12 for Shares under the Opening Date. Applications must be made using an the Offer? Application Form and otherwise in accordance with the requirements set out in this Prospectus.

Will I be The Directors of the Company maintain an absolute discretion in Section 13.14 guaranteed a allocating Shares under the Offer and reserve the right to reject minimum any Application or to allocate to any Applicant a lesser number of allocation under Shares than those which the Applicant has applied for. the Offer?

Additional Information

I have more Additional information can be obtained through the following Important questions, where methods: Notices and can I get further Section 13.2 information? • by speaking to your broker, solicitor, accountant or other independent professional advisor;

• by contacting Adrien Wing, the Company Secretary, on (03) 9614 0600;

• by contacting the Share Registry, Automic Group, on 1300 288 664 (within Australia) or +61 (02) 9698 5414 (outside Australia) from 8:30am to 7:30pm (Sydney time) Monday to Friday (excluding public holidays); or

• by contacting the Joint Lead Managers on +61 8 8236 8888 (Baker Young) or +61 2 9191 0420 (Pulse Markets).

20 CHAUCER ENERGY LIMITED

3. COMPANY BACKGROUND

3.1 Introduction to the Company

Chaucer Energy's business is to pursue the commercial development of an energy project in Chile, by the application of ISG technology to a suitable coal deposit to produce gas (referred to as Syngas), initially for a power project, then subsequently for heating and conversion to a range of chemical/petroleum products.

The Syngas produced by this process consists primarily of a mixture of methane, hydrogen, carbon monoxide and carbon dioxide, and can be burnt in gas engines or gas turbines to produce electricity, or converted by chemical processing into one of a number of products such as urea or methanol.

Details of the ISG process are provided in Section 6 of this Prospectus. The Company has access to ISG technology developed by Ergo Exergy which has been successfully used in a number of demonstration projects (refer to Sections 6.2 and 6.4 of this Prospectus).

The Company has entered into a Technology Licence Agreement with Ergo Exergy pursuant to which Ergo Exergy agrees, amongst other things, to make its proprietary ISG technology available to the Company under licence. The material terms of the Technology Licence Agreement are summarised in Section 15.1 of this Prospectus.

The Company (through its subsidiaries) has been granted a number of Exploration Mining Concessions in southern Chile which it considers likely to be suitable for the commercial development of an ISG project.

These Exploration Mining Concessions cover three distinct project areas. An overview of the project areas and the Company's business plan is provided in Section 5 of this Prospectus. Further information in relation to the project areas and the Company's proposed exploration program is provided in the Independent Geologist’s Report contained in Section 11 of this Prospectus.

3.2 Corporate History

Chaucer Energy was formed as a proprietary limited company named Phoenix Energy Pty Ltd on 8 February 2016 and was subsequently converted to a public unlisted company (named Phoenix Energy Limited) on 18 August 2017. Subsequently, the Company changed its name to Chaucer Energy Limited on 16 August 2019.

From 2016 to mid-2018, the Company focussed its efforts on exploring a number of commercial ISG project opportunities in Indonesia and, together with its local partner, submitted applications for two coal permits there, with attached work programs and a preliminary project feasibility study for the generation of an ISG Power Project. Unfortunately, the permit terms proposed by the local authorities required the Company to resubmit the permits to a public tender process in the event that it was able to successfully produce Syngas. These terms were considered uncommercial, and the permit applications were allowed to lapse. Chaucer Energy’s interest in Chile as a country with an appetite for new domestic energy sources commenced in mid-2018 and has developed rapidly since then.

21 CHAUCER ENERGY LIMITED

3.3 Corporate Structure

Figure 3.1 provides details of the entities controlled by the Company (collectively the Group):

Chaucer Energy Limited

100 100 100 % % %

Chaucer Riesco Pty Ltd Chaucer Perez Pty Ltd Chaucer Chiloe Pty Ltd

AUSTRALIA 100 100 100 % % % CHILE

Chaucer Energy Chaucer Energy Chaucer Energy

Riesco SpA Valdivia SpA Chiloé SpA

Isla Riesco Project: Rio Perez Project: Maullin Project:

- 23 Exploration Mining - 28 Exploration Mining -14 Exploration Mining Concessions Concessions Concessions

Figure 3.1 Chaucer Energy Corporate Structure

As shown in Figure 3.1 above, the Company is the holding company of Chaucer Chiloe Pty Ltd, Chaucer Perez Pty Ltd and Chaucer Riesco Pty Ltd, all incorporated and registered as 100% owned Australian subsidiaries. Each of these subsidiary companies, in turn, holds a 100% interest in a special purpose Chilean SpA company. The Chilean companies have been established as special purpose vehicles to conduct the Company's projects and hold the relevant Exploration Mining Concessions.

Please refer to the Independent Legal Report contained in Section 12 of this Prospectus for commentary in relation to the current standing of the Chilean SpA companies referred to above.

22 CHAUCER ENERGY LIMITED

3.4 Capital Structure

As at the date of this Prospectus, the capital structure of the Company, and particulars of its current Shareholders are as follows:

Shareholder Shares % of current issued Share capital

Related Innisfree Pty Ltd1 30,000,000 61.01 Parties Bodie Investments Pty Ltd2 4,000,000 8.14

Non-related Shareholders 15,167,500 30.85

Shares on issue as at the date of this 49,167,500 100 Prospectus

Table 3.1 Chaucer Energy Shareholders

Notes: 1. An entity controlled by Dr Len Walker. 2. An entity controlled by Mr Stephen Layton.

Refer to Section 16.1 for a summary of the rights attaching to the Shares.

23 CHAUCER ENERGY LIMITED

4. CHILE’S ENERGY NEEDS

4.1 Introduction

Chile is approximately 4,300 km long with an average width of 175 km and a population of approximately 19 million. Its length and diverse topography provide for a varied climate, which ranges from the Atacama Desert in the north to a Mediterranean climate in the centre, to a snow- prone alpine climate in the south, with glaciers, fjords and lakes (refer Figure 4.1). The Atacama Desert contains great mineral wealth, primarily copper, while the relatively small central area, in which the capital Santiago is located, dominates the country in terms of population and agricultural resources. The deep south contains forests and grazing lands and is dominated by fjords, inlets, peninsulas and islands, and as a result, is separated from the main north-south Pan-American Highway and the electricity grid system which run the length of the rest of the country.

This diversity and Chile’s limited supply of fossil fuel energy sources has created challenges for the country in the past. Electricity demand has doubled since 2000 and is set to more than double again by 2050, and consequently the Government is supportive of projects that add gas and power generation supply.

Figure 4.1 Map of Chile (source Google maps)

24 CHAUCER ENERGY LIMITED

4.2 Energy Import Dependency

The International Energy Agency (IEA) has prepared a comprehensive report on the status of Chile's energy balance1 (IEA 2018). The document notes that Chile depends largely on imports for domestic energy supply, as its domestic energy production is only about one-third of its Total Primary Energy Supply (TPES), being the sum of production and imports, less exports and adjusted for stock level changes. Figure 4.2 illustrates the high levels of dependency on imported oil, natural gas and coal.

Figure 4.2 Import Dependency by Fuel - 1990-2016 (source IEA 2018)

This heavy reliance on energy imports presents a clear opportunity for the introduction of new energy production technology such as ISG.

4.3 Domestic Energy Production

Chile’s domestic energy production increased steadily in the decade to 2016 from a variety of sources, when it totalled 13.0 Mtoe (Figure 4.3) out of its total energy needs of 37.5 Mtoe. Biofuels and waste have been the main locally produced energy sources, amounting to approximately 60% of total domestic production in 2016. Firewood accounts for the bulk of this production and is the dominant energy source in southern Chile. As the wood is overwhelmingly burned undried in inefficient furnaces, it causes very serious local air pollution.

Coal represented 13% of total production in 2016, up from 2.3% only four years earlier in 2012, due to the opening of the large Invierno mine in Magallanes. Production peaked at 2.8 Mtoe in 2014 but has since declined to 1.7 Mtoe in 2016. Solar and wind power production have grown from insignificant levels in 2006, although problems with grid stability caused by their intermittency are becoming evident. Hydropower generation varies significantly year-on-year, according to hydrological conditions.

1 IEA (2018) Energy Policies Beyond IEA Countries – Chile 2018. All Rights Reserved. The Company is relying on ASIC Corporations (Consents to Statements) Instrument 2016/72. The authors have not provided their consent for any statements to be included in this Prospectus.

25 CHAUCER ENERGY LIMITED

Figure 4.3 Domestic Energy Production by Source – 1973-2016 (source IEA 2018)

The reliance on firewood to supply domestic energy, especially in the deep south of the country and the very limited domestic production of other energy sources is a clear indication of the market potential for Syngas produced using the ISG process.

4.4 Natural Gas

Between 2006 and 2008, Chile’s natural gas supply significantly declined as a result of Argentina cutting and eventually almost completely stopping gas exports to Chile. As a result, two onshore liquefied natural gas (LNG) regasification terminals were developed in a public-private partnership in Chile at Quintero and Mejillones, and since 2010 Chile has depended on imported LNG for its gas supply.

Chile’s current gas supply system is regionally disconnected. The central and northern regions are supplied through LNG imports via the two LNG terminals, whereas the southern region (Magallanes) relies on local production. In the past decade, this production has declined sharply from around 1.75 bcm per year registered from the 1990s to 2010 to the low of 0.8 bcm in 2014, then 1.2 bcm in 2016 (IEA 2018). Consequently, Government energy policy includes the subsidising of energy prices in the region, and also focuses on increasing gas production in the region through concessions for exploration and exploitation zones. In February 2019, Methanex announced it had obtained natural gas from Argentina to feed its methanol plant in the Magallanes region of southern Chile. No evidence is available to determine the potential for these supplies to be expanded.

Given Chile’s heavy reliance on imported LNG and its international pricing, the opportunity exists for Syngas production from ISG operations to initially be used for heating and electricity generation. Longer term, Syngas could be used for conversion to urea, or to methanol as is currently being undertaken using natural gas by Methanex in the Magallanes region.

4.5 Coal

Coal has been produced in Chile for many years, largely by underground mining, which became progressively uneconomic in the early 2000s. The history of coal mining in Chile is summarised in the Independent Geologist's Report presented in Section 11 of this Prospectus. Production revived after opening of the open cut Invierno Mine in the Magallanes region in 2012, with an annual production of approximately 2Mt coal. Despite this, imported coal (11Mt p.a) still accounts for roughly 80% of total coal supply. Coal has long been a source of energy for power generation but is now the major one at over 40% of electricity supply. Some 90% of all coal is used for power and heat generation to supply the demand from population centres in central Chile. Coal-fired power plants are still being developed. Two plants (Cohrane I and II, 532 MW in total) started to operate in 2016, and the 375 MW Mejillones plant came on line in early 2019.

The historical usage of coal in Chile has generated a body of information that Chaucer Energy has been able to draw on to identify areas prospective for the application of ISG technology, and to provide the opportunity to use the ISG process on domestic coal for power generation as a substitute for current coal imports.

26 CHAUCER ENERGY LIMITED

4.6 Chaucer Energy Opportunities

Applying ISG technology to Chilean coal deposits should lead to the following opportunities:

• Energy import reduction – Syngas production in Chile could reduce the current high dependence on imported coal and natural gas.

• Increase domestic gas production – for heating and electricity and for replacing biofuels and waste (predominantly firewood), and ultimately for chemical manufacture.

• Utilise stranded domestic coal – significant deposits of deep coal may exist at depths greater than 150m which is potentially accessible by using ISG (for further information refer to the Independent Geologist’s Report contained in Section 11 of this Prospectus).

Chaucer Energy has positioned itself to explore these opportunities by identifying, and taking steps to secure, three project areas which it considers are likely to be suitable for ISG development.

27 CHAUCER ENERGY LIMITED

5. OVERVIEW OF THE COMPANY’S PROJECTS AND BUSINESS PLAN

5.1 Introduction

Chaucer Energy initially became interested in Chile as a result of information published by Carbon Energy Ltd regarding its plans to develop an ISG project near Mulpun in southern Chile (refer to Section 6.5 for further details). This ultimately led Chaucer Energy's management to commission a study to review all coal basins in the country to assess the prospects for identifying a coal resource suitable for ISG development (for further information refer to the Independent Geologist’s Report contained in Section 11 of this Prospectus).

As a result of this work, three potential project areas have been identified, leading to Exploration Mining Concessions being applied for and being granted over:

• 4100 hectares of land near the town of Maullin in south Chile (the Maullin Project area). • 8,200 hectares of land at Rio Perez (the Rio Perez Project area) and 6,900 hectares of land at Isla Riesco (the Isla Riesco Project area), both in the Magallanes area in the deep south of Chile. The locations of the project areas are shown in Figure 5.1 (which has been extracted for ease of reference from the Independent Geologist's Report contained in Section 11 of this Prospectus), and details of the status of the Exploration Mining Concessions are discussed in the Independent Legal Report contained in Section 12 of this Prospectus.

To date, insufficient drilling has been undertaken to define a JORC compliant coal resource within any of the project areas and further exploration needs to be undertaken to confirm the viability of implementing a commercial ISG project.

Figure 5.1 Project Areas

28 CHAUCER ENERGY LIMITED

5.2 Chaucer Energy’s Business Plan

Chaucer Energy’s business plan is the product of more than 20 years’ experience gained by the Company’s management in pursuing the commercialisation of ISG technology.

Chaucer Energy's strategy is to utilise Syngas produced from the ISG process as an energy source to feed a commercial project in Chile. As noted in Section 4 of this Prospectus, Chile is considered an ideal country in which to execute the Company's strategy because of its domestic energy needs.

As disclosed in Section 6 of this Prospectus, the only commercial development of the technology was undertaken in the former Soviet Union (FSU), predominantly in the 1960’s. Accordingly, there is a general lack of knowledge of the ISG process and its potential, resulting in the need for a phased development program to generate early project revenue with only modest capital expenditure, while at the same time reducing investment risk.

The fact that ISG technology has not been successfully commercialised outside the FSU illustrates that, while the technology has existed for some time, there are challenges and risks associated with developing successful projects. The risks associated with implementing the Company's business plan and making an investment in the Company are set out in Section 7 of this Prospectus.

The Company's plan involves the selection and preparation of an initial project site for the production of an ISG Power Project. The selection of a power generation project (as opposed to chemical production) as the first commercial use for the Syngas is based on a number of practical issues:

• Power generation is the simplest end use for the Syngas, involving combustion rather than chemical conversion as is required for products such as methanol or urea.

• Commercial gas engines and gas turbines are available to burn low calorific gas (including Syngas).

• Power generation projects can be readily undertaken in a series of stages, with revenue streams commencing with modest capital outlays, as a result of the relatively low gas production cost.

• Other end uses for the Syngas (chemical or petroleum products) require the insertion of secondary processes to convert the Syngas, requiring much greater control over gas production composition.

The Company has progressed its development strategy over the past 2 years in a number of steps:

• It has conducted a review of previous ISG activity in Chile (briefly discussed in Section 6.5).

• It has identified the market opportunity that exists in Chile (refer Section 4).

• It has undertaken a review of Chilean coal mining history and coal basin geology, and selected three project areas it considers to be prospective for ISG project development (refer Section 5.1 and the Independent Geologist's Report contained in Section 11 of this Prospectus).

• It has, through its subsidiaries, been granted Exploration Mining Concessions over three project areas (refer to Section 5.1 and the Independent Legal Report contained in Section 12 of this Prospectus).

The Company proposes to use the funds raised pursuant to this Prospectus to undertake an exploration program within the Maullin Project area with the objective being to identify a JORC compliant coal resource sufficient to support the development of a commercial ISG Power Project. Exploration will also be undertaken with a view to confirming whether a coal deposit might exist on at least one of the Rio Perez/Isla Riesco Project areas. It is estimated that for each 10MW of power generated from using the gas produced from the ISG process over a period of 30 years,

29 CHAUCER ENERGY LIMITED

approximately 2.5 million tonnes of coal is required.2 Further information in relation to the Company's proposed exploration program is set out in the Independent Geologist's Report contained in Section 11 of this Prospectus.

The Company’s proposed commercialisation schedule for development of an ISG Power Project on the Maullin Project area is set out below. Stage 1 of the schedule will be undertaken using funds from the Offer and will prepare the Company to undertake 3MW of power generation in accordance with the proposed schedule.

The schedule assumes that a suitable coal deposit will be identified on the Maullin Project area, that feasibility studies will support further development, and that all necessary project approvals and funding will be obtained. It is noted that delays in obtaining regulatory approvals together with any number of other factors (including the risk factors outlined in Section 7) may impact on potential commercialisation timelines.

(a) Stage 1 (completed 2 years from Admission)

• Exploration program with a view to identifying a JORC compliant coal resource suitable for an ISG Power Project.

• Advising Government of intention to generate up to 3 MW of power (for further details on the regulatory approval processes refer to the Independent Legal Report in Section 12 of this Prospectus).

• Considering, and where appropriate applying for Mining Exploitation Concessions over the Maullin Project area.

• Site characterisation to obtain ISG process parameters for the coal and overburden, and define the groundwater parameters.

• Installation of 3 ISG production wells, air linkage testing, preparation for ignition.

• Initial exploration program on the Rio Perez/Isla Riesco Project areas. If more than the Minimum Subscription is achieved, part of the additional funds will be used to expand this exploration program as a priority.

• Sourcing and costing of plant required for development of the project site for 3MW of power generation.

• Environmental evaluation and submission of applications for all necessary project approvals for expansion of the ISG Power Project from 3MW of power up to a commercial scale.

• Preliminary feasibility studies to evaluate the economic viability of a commercial ISG Power Project.

• If available, funds will also be applied towards preparation of plant and site for gas production on the Maullin Project area.

(b) Stage 2

If Stage 1 is successfully completed then, subject to receipt of further funding and project approvals, Chaucer Energy anticipates it will proceed with Stage 2 which is expected to involve:

• Selected plant purchases and site preparation work for 3MW ISG Power Project.

2 Calculation based on assumptions of coal energy content of 15MJ/kg, an efficiency of conversion to gas of 70%, and efficiency of power generation in gas engines of 35%.

30 CHAUCER ENERGY LIMITED

• Connection of power grid to site.

• Negotiation of Power Purchase Agreement.

• Ignition and initial gas production to flare.

• Purchase/lease of gas engines for initial 3MW ISG Power Project, connection and power generation into the electricity grid.

• Finalising environmental approval for a commercial ISG Power Project.

If Stage 2 is successfully completed, Chaucer Energy will evaluate the potential for expanding gas production to a commercial scale.

The Directors believe that if the Minimum Subscription is raised the Company will have enough working capital to carry out the relevant work referred to in Stage 1. If the Maximum Subscription is raised it will also be in a position to expand the drilling campaign on the Rio Perez/Isla Riesco Project areas and undertake preparation of plant and site for gas production on the Maullin Project area.

Further information in relation to how funds raised pursuant to this Prospectus will be used is set out in Section 13.7.

Additional funds will need to be raised in order to complete Stages 2 and 3 with the amount to be determined having regard to the results generated by the Company's proposed exploration program, the relevant site characteristics of any nominated project area and the outcome of relevant feasibility studies.

31 CHAUCER ENERGY LIMITED

6. ISG OVERVIEW

6.1 What is ISG?

ISG is a process whereby stranded coal deposits which are too deep to be mined by conventional open cut methods can be utilised without the need to send miners underground. In its simplest form, the process is initiated by drilling two adjacent boreholes into a coal seam (typically > 150m depth), and the injection and subsequent down-hole ignition of a pressurised oxidant such as air and/or oxygen/steam. The coal is converted to Syngas with an energy efficiency of approximately 70%, and the product gases are recovered from the second well. The process is expanded by adding and connecting more wells, thus advancing the gasification front much as in an underground long wall mine. The Syngas produced is well suited as a fuel for power generation, and can also be converted to a range of chemical/petroleum products.

How an ISG Power Project operates is illustrated in Figure 6.1.

Figure 6.1 The ISG Power Project process

There are a number of site-specific technical factors that need to be considered when using the process on a particular coal resource, such as the geology and properties of the coal seam, the overburden thickness and properties, the location of the groundwater table, and most importantly the permeability of the coal and overburden which controls the flow of both air and water. While each of these factors is individually important, it is the overall appraisal of the many technical aspects of a site that governs its suitability. Commercial factors such as the size of the coal resource and the market for Syngas are also critical to project development, as is the need to give careful consideration to issues affecting local communities.

The Syngas produced has a low calorific value, and is a mixture of hydrogen, carbon monoxide, methane, carbon dioxide and higher hydrocarbons, with nitrogen if air is used. The resultant calorific value of Syngas is approximately 1/8 of natural gas if air injection is used or 1/4 of natural gas if oxygen injection is used. It is, therefore, best suited to “mine mouth” applications such as power generation or conversion to chemicals, rather than transportation over long distances. Further details on the requirements for ISG coal seam selection are set out in Section 4 of the Independent Geologist's Report contained in Section 11 of this Prospectus.

32 CHAUCER ENERGY LIMITED

6.2 History of ISG

The ISG concept was initiated in the late 19th century in the USA and in the FSU, and was taken up in the UK, where a field trial was planned in 1914, but never executed due to the outbreak of the First World War. Significant work on ISG technology subsequently commenced in the FSU in 1933. The program reached its peak in the mid-1960s with commercial scale operations at several sites, before the discovery of large natural gas reserves led to a decision to curtail the program.

There were a significant number of trials undertaken in the FSU leading to the initiation of commercial production. The most significant gas production site was at the mining town of Angren, now in Uzbekistan, where peak annual production of 1.4 billion m3 of Syngas was achieved in 19651, and more than 500,000 tonnes of coal gasified2. It is estimated that approximately 15 million tonnes of coal were gasified in the FSU ISG program1.

More recently, the most significant ISG programs have been undertaken in the USA, South Africa and Australia. Table 6.1 summarises the estimated tonnages of coal gasified using the ISG process in these countries with the output from the FSU ISG program, emphasising its significance in the development of the technology.

Pre – 1970’s Former Soviet Union Est. 15,000,000t coal gasified1

3 1970’s through to 26 Demonstration tests U.S.A. 1990 Est. 70,000t coal gasified

4,5 Late 1990’s – 5 Demonstration tests Australia, New Zealand Current Est. 90,000t coal gasified

Demonstration test6 2007 – 2011 South Africa Est. 50,000t gasified

Table 6.1 International ISG Activity

Notes for Section 6.2:3

1. Krenin, E. V., “Current trends and development of underground gasification of coals.” Khimiya Tverdogo, Topliva, 1992, 26 No.3 pp 78-85. 2. Saptikov, I. M. History of UCG Development in the USSR., Underground Coal Gasification and Combustion, Woodhead Publishing, Ed. Michael. S. Blinderman and Alexander Y. Klimenko, Chapter 3, Table 3.14, pp 55. 3. Camp, D. W., “Underground coal gasification research and development in the United States.” Underground Coal Gasification and Combustion, Woodhead Publishing, Ed. Michael. S. Blinderman and Alexander Y. Klimenko, Chapter 4, pp 66-75. 4. Walker, L. K., “The Development of UCG in Australia.” Underground Coal Gasification and Combustion, Woodhead Publishing, Ed. Michael. S. Blinderman and Alexander Y. Klimenko, Chapter 6, pp 175-212. 5. Blinderman, M. S., Blinderman. A., and Taskaev, A. “What makes a UCG technology ready for commercial application?” Underground Coal Gasification and Combustion, Woodhead Publishing, Ed. Michael. S. Blinderman and Alexander Y. Klimenko, Chapter 12, Table 12.6 pp 427. 6. Pershad, S., Pistorius, J and Van der Riet, M., “Majuba underground coal gasification project”. Underground Coal Gasification and Combustion, Woodhead Publishing, Ed. Michael. S. Blinderman and Alexander Y. Klimenko, Table 14.2, pp 488.

3 The Company is relying on ASIC Corporations (Consents to Statements) Instrument 2016/72. The authors of the listed publications have not provided their consent for any statements to be included in this Prospectus.

33 CHAUCER ENERGY LIMITED

Of the ISG demonstration tests undertaken since the mid-1990s, four have been undertaken in Australia, and one each in South Africa and New Zealand as set out below:

• Linc Energy Limited at Chinchilla, Queensland, in two stages (Stage 1 1999-2002, and Stage 2 2007-2013).

• Carbon Energy Limited at Bloodwood Creek, Queensland (2008-2012).

• Cougar Energy Limited at Kingaroy, Queensland (2010).

• Eskom at Majuba, South Africa (2007-2011).

• Solid Energy New Zealand Limited at Huntley, New Zealand (2012).

• Leigh Creek Energy Limited (ASX: LCK) at Leigh Creek in South Australia (2018-2019).

Of these six demonstration tests, four have utilized the ISG technology developed by Ergo Exergy (at Chinchilla Stage 1, Kingaroy, Majuba and Huntley) from experience gained in the FSU ISG program. Carbon Energy, Linc Energy (at Chinchilla Stage 2), and now Leigh Creek Energy have utilized the 'CRIP' technology developed during the US program in the 1980's. All of these projects have been operated at a non-commercial scale, either as demonstration pilot projects or as the first stage of proposed commercial projects which have not proceeded.

The development of ISG programs has been subjected to a ban in Queensland but is permitted in South Australia as witnessed by the activities of Leigh Creek Energy Limited in that State. Recent interest in ISG projects also exists in India, China and South Africa, and more recently in Chile, leading the Company to be encouraged to pursue its current activity in that country.

Please refer to Section 7 of this Prospectus which provides further information in relation to the various risks associated with developing a commercial ISG Power Project.

6.3 Environmental Issues

There are a number of environmental advantages of using ISG as a fuel source when compared to conventional open cut mining, including:

• Reduced surface development footprint and visual presence.

• Minimal disruption to existing land use and reduced land compensation.

• Reduced land occupancy timeframe and quick release and restoration of operating areas.

• Ash waste is stored underground rather than at surface.

• Minimal demand on domestic water supply.

• Increase in accessible domestic coal resources.

In terms of potential environmental risks, the main issue relates to the potential impact of the ISG process on existing groundwater systems. This issue is managed by the use of injection pressures in the operating gasification chamber which are less than the water pressure in the surrounding aquifer systems. In addition, a comprehensive program of surface, subsurface and groundwater monitoring is utilized, so that any variation from expected behaviour can be observed and remedial action taken if required.

Failure to implement appropriate operating procedures can lead to environmental issues. This is evidenced by the fact that in April 2018, Linc Energy was found guilty of causing serious environmental harm as a result of using excessive injection pressures during testing undertaken over the period between 2007 and 2013 at the Chinchilla site.

34 CHAUCER ENERGY LIMITED

The extensive data from past demonstrations of gas production in a number of countries indicates that, with careful site selection and operational controls, the ISG process can be undertaken with minimal environmental impact. As noted in Section 7 of this Prospectus there are other risks (in addition to environmental risks) associated with developing commercial ISG Power Projects.

6.4 Chaucer Energy/Ergo Exergy ISG Experience

Chaucer Energy considers it is well placed to successfully undertake a commercial ISG project due to:

• its management’s experience in initiating ISG projects, including site selection, geological, geotechnical and groundwater data collation and interpretation, project planning and feasibility studies, and site operational management (including rehabilitation) – each utilised at the Chinchilla (in the period between 1999-2002) and Kingaroy projects in Queensland; and

• Ergo Exergy's internationally leading expertise and intellectual property gained from participating in successful ISG projects in the FSU (including at Angren in Uzbekistan), Australia (Chinchilla [in the period between 1999-2002] and Kingaroy in Queensland), South Africa (Majuba) and New Zealand (Huntley).

Please refer to Section 8 which sets out the biographies and relevant experience of the Company's management.

The Company has entered into a Technology Licence Agreement with Ergo Exergy pursuant to which Ergo Exergy agrees, amongst other things, to make its proprietary ISG technology available to the Company (and its subsidiaries) under licence. The material terms of the Technology Licence Agreement are summarised in Section 15.1 of this Prospectus.

6.5 ISG in Chile

ISG has only a limited history in Chile. In December 2009, Carbon Energy Limited (which was listed on the ASX at the time), announced that it had signed a joint venture agreement with Antofagasta Minerals S.A. (AMSA) to develop AMSA’s Mulpun coal deposit 40km east of the town of Valdivia. Carbon Energy was to earn a 30% interest in the project by utilising its ISG technology developed at the Bloodwood Creek deposit in Queensland. In August 2010, Carbon Energy announced that AMSA had gained environmental approval for the first stage of the project, being a demonstration of gas production.

A series of announcements from Carbon Energy followed detailing progress on planning, site selection, hydrogeology, land acquisition and, in June 2011, the verification of a JORC resource of 103 million tonnes of coal suitable for ISG development was announced. By mid-2012 progress was halted, leading to the parties executing a memorandum of understanding giving Carbon Energy the option to purchase the Mulpun project subject to it acquiring funding by February 2014. By mid- 2015, no purchase had been completed and the project did not proceed.

There is no evidence of any more recent interest in developing ISG technology in Chile prior to the development of Chaucer Energy’s strategy as described in this Prospectus.

6.6 Regulation of ISG in Chile

In relation to the regulation of ISG in Chile, Chaucer Energy has received letters from the Ministry of Mining, the Ministry of Energy and the Environmental Assessment Agency confirming that an ISG project would be subject to the same regulatory processes as any other mining project in Chile, and that a precedent for ISG had been set with environmental approval having been given in 2010 for the first stage of Carbon Energy’s Mulpun project. The correspondence also confirms that formal environmental approval is only required for power projects generating more than 3MW.

Please refer to the Independent Legal Report contained in Section 12 of this Prospectus for an overview of the Chilean legal regime as it applies to mining, environmental regulation and foreign investment.

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7. RISKS

7.1 Introduction

In addition to general economic risks, there are a number of specific risks concerning the Company that potential investors should be aware of. Some of these risks may be mitigated by the Company using safeguards and appropriate systems and taking certain actions. However, some of the risks may be outside the control of the Company and not capable of mitigation.

What follows is a description of the specific and general risks as identified by the Board that should be considered by potential investors prior to making an investment decision. The following list is not an exhaustive summary but points to the more relevant risks that are particular to making an investment in the Company. Any one or a combination of these risks could affect the Company adversely and thus the value of any investment in the Company. The Board is unable to determine the extent of such adversity, and thus an investment in the Company should be regarded as highly speculative. The Company's activities are generally considered high risk and the worst case scenario is that most or all of any investment could be lost.

Before applying for Shares, you should satisfy yourself that you have a sufficient understanding of these matters and should consider whether the Shares are a suitable investment for you, having regard to your own investment objectives, financial circumstances and taxation position. If you do not understand any part of this Prospectus or are in any doubt as to whether to invest in the Shares, you should seek professional guidance from your accountant, financial adviser, stockbroker, lawyer or other professional adviser before deciding whether to invest.

7.2 Specific Risks

The Company is subject to the inherent risks of the exploration and mining industry, and general economic risks, in various degrees. A non-exhaustive list of the risks more specifically facing the Company is provided below.

(a) Limited Operating History

The Company is a recently formed company with a limited operating history upon which prospective investors may base an evaluation of its likely performance.

The Company has no assets producing positive cash flow and its ultimate success will depend on its ability to raise capital for the development of operations and generate cash flow from its projects in the future.

The Company has not earned profits to date and there is no assurance that it will do so in the future. Significant capital investment will be required to achieve commercial returns from any of the Company's proposed projects and there is no guarantee that the Company will be able to raise the required funds to continue these activities.

An investment in the Company should be evaluated in light of the risks and difficulties often encountered by emerging companies.

(b) Regulatory Approvals

The Company's three wholly owned subsidiaries Chaucer Energy Chiloé SpA, Chaucer Energy Valdivia SpA and Chaucer Energy Riesco SpA each hold Exploration Mining Concessions respectively for the Maullin Project area, the Rio Perez Project area, and the Isla Riesco Project area.

Exploration Mining Concessions are issued for a specific term and carry annual fees as well as other conditions that must be complied with. Consequently, title to all or some of the Exploration Mining Concessions could be lost if licence conditions are not met.

36 CHAUCER ENERGY LIMITED

Access to project areas can also be affected by third party interests in land including the interests of private landowners. Whilst most access issues can be identified and managed at the time project areas are selected for development, it should be noted that if appropriate access arrangements are not able to be negotiated with interested parties it may be necessary for the Company to seek resolution through the Chilean Court system which could lead to delays and additional expenses.

Any project that may harm the environment must be evaluated in accordance with the Environmental Impact Evaluation System, which is managed by the Environmental Evaluation Agency ("EEA"). The relevant regulations identify power plants greater than 3MW and coal mining development projects as projects that may harm the environment. Accordingly, the Company considers it will be required to submit any project development plans exceeding 3MW to the EEA for evaluation and approval.

Before the necessary environmental approvals for a project exceeding 3MW can be granted, an environmental impact assessment will need to be overseen by EEA (based on either an Environmental Impact Study or Environmental Impact Statement prepared by the Company) to determine whether the environmental impact of the proposed project complies with current legal standards.

The EEA has confirmed to the Company that ISG operations are not subject to any ban or moratorium in Chile. However, the EEA has limited experience assessing applications in connection with ISG Power Projects and there is a risk that the necessary development approvals may not be forthcoming or may not be able to be obtained on terms acceptable to the Company. Having said that, the EEA has confirmed to the Company that in 2010 it classified the "Mulpun Pilot Underground Coal Gasification Plant" (referred to in Section 6.5) as "environmentally favourable."

A failure to obtain any necessary development approvals would mean that the ability of the Group to conduct its proposed operations may be limited or restricted either in part or absolutely.

Please refer to the Independent Legal Report contained in Section 12 of this Prospectus for an overview of the legal regime that will apply to the Group's proposed activities.

As noted in section 1.2(f) of the Independent Legal Report contained in Section 12 of this Prospectus the validity of "Maullin 10", which is 1 of the 14 Exploration Mining Concessions granted in respect of the Maullin Project, could be challenged by an interested third party due to a technical deficiency associated with the application process.

If a challenge were to be made, the Company would oppose it on the basis it has taken appropriate steps to rectify the deficiency in accordance with customary local practices however, as noted in the Independent Legal Report, the legal position is not settled.

While the risk of a challenge is considered very low, the Company intends to take action to address the risk by making an application to convert Maullin 10 into an Exploitation Mining Concession.

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Please refer to the Independent Legal Report contained in Section 12 of this Prospectus for further details.

(d) Exploration

Exploration and development are high risk activities. The Group's Exploration Mining Concessions are at various stages of exploration. To date, insufficient drilling has been undertaken to define a JORC compliant coal resource within any of the project areas and further exploration is required to be undertaken to confirm the viability of implementing a commercial ISG Power Project.

There can be no assurance that exploration of the Group's existing Exploration Mining Concessions, or of any other Exploration Mining Concessions that may be acquired in the future, will result in the discovery of a coal resource that is suitable for a commercially viable ISG Power Project.

Whether a deposit will be commercially viable for ISG operations depends on a number of factors, including attributes of the deposit (such as its size, grade and depth), proximity to infrastructure, financing costs and governmental regulations (including regulations relating to prices, taxes, royalties, infrastructure, land use, importing and exporting of commodities and environmental protection). The effect of these factors cannot be accurately predicted, but the combination of these factors may result in the Company not receiving an adequate return on invested capital.

While the Company has attempted to reduce potential risks by selecting project areas that it has identified as likely to be prospective for ISG operations, there is still no guarantee of success. Even if an apparently viable deposit is identified, there is no guarantee that it will be able to be economically exploited by the Group.

The anticipated exploration costs of the Group (refer to Section 13.7) are based on certain assumptions with respect to the method and timing of exploration including the availability of drilling rigs. By their nature, these estimates and assumptions are subject to significant uncertainties and, accordingly, the actual costs may materially differ from these estimates and assumptions. Accordingly, no assurance can be given that these cost estimates and the underlying assumptions will be realised in practice, which may materially and adversely affect the Company's budgeted use of funds.

(e) Project Development and Technology Risks

As the Group’s operations are focused solely on ISG activities, the future profitability of the Company is related to the Group's ability to develop and commercialise this technology. Whilst the ISG technology provided under licence by Ergo Exergy has been successfully implemented at a commercial scale in the FSU and at a demonstration level in South Africa, New Zealand and Queensland, it is yet to be commercially exploited in Chile (or anywhere outside the FSU).

Whilst the Company takes great care in selecting suitable project areas, it may transpire that the ISG technology is not able to be successfully applied on a commercial scale to any coal deposits that may be identified by the Company. Technical difficulties may also be experienced combining the ISG technology with existing end-use technologies such as combined cycle electricity generation, gas-to-liquids and chemical processing plants.

(f) Reliance on Key Personnel

The success of the Company in achieving its objectives will depend on its ability to continue to have access to the services of highly qualified personnel for its project design and development, technical, operations and finance functions and, in particular, appropriately qualified ISG consultants.

38 CHAUCER ENERGY LIMITED

The Company's management team contributes substantially to the technical knowhow and project development requirements of the Company's operations. The team will also utilise a range of technical consultants to facilitate project development including Ergo Exergy, with whom the Company has entered into the Technology License Agreement that is described in Section 15.1. Under the Technology License Agreement, the Company is entitled to use Ergo Exergy's proprietary ISG technology and access Ergo Exergy's personnel to develop projects. The principals of Ergo Exergy are widely considered to be leaders in the ISG field.

In the event that in-house expertise is no longer available, or in the event that the Technology Licence Agreement is terminated, the Company would need to engage alternative personnel to assist with implementing its projects. There can be no assurance that suitable personnel will be available on short notice or on terms that are acceptable to the Company.

It is noted that Dr Len Walker's executive service agreement provides for an initial term that expires 3 years after the date of Admission (refer to Section 15.2 for further information). Accordingly, there is no assurance that Dr Walker will continue to be available to the Company after this expiry date. The Company recognises it will need to put in place appropriate arrangements to ensure that, to the extent necessary, suitable replacement personnel are identified in advance of the termination of Dr Walker's executive service agreement.

(g) Environmental Risk

The exploration for minerals and, as noted in Section 6.3, the development of ISG facilities can be hazardous to the environment and environmental damage may occur that can be costly to remedy.

The operations and proposed activities of the Group will be subject to laws and regulations concerning the environment. These laws and regulations set various standards regulating certain aspects of health and environmental quality and provide for penalties and other liabilities in the event such standards are breached and establish, in certain circumstances, obligations to remediate current and former facilities and locations where operations are or were conducted.

While the Company will take precautions to minimise the impact of the Group's operations on the environment and endeavour to comply with all relevant laws and regulations, if a Group member is responsible for any environmental damage, substantial remediation costs or liabilities to third parties may be incurred.

The cost of compliance with environmental regulations can be significant. The regulatory environment could change in ways that may substantially increase the Group's liability or the costs of compliance and that could have a material effect on the operations or financial position of the Group.

(h) Intellectual Property Rights

The Company accesses ISG technology from Ergo Exergy pursuant to the Technology Licence Agreement described in Section 15.1. This means it is not the owner of the intellectual property rights that underpin the ISG technology - rather it relies on a contractual right to utilise and otherwise commercially exploit the rights.

Both Ergo Exergy and the Company must be able to maintain trade secret protection and operate without infringing the proprietary rights of third parties.

There is always a risk of third parties gaining access to trade secrets and exploiting them to the detriment of the owner. There is also the risk of third parties claiming involvement in technological and other scientific discoveries, and if any disputes arise, they could

39 CHAUCER ENERGY LIMITED

materially adversely affect the Group's ability to use or exploit the intellectual property rights or otherwise affect the profitability of any use or exploitation.

Further, competition in retaining and sustaining protection of intellectual property and the complex nature of intellectual property can lead to expensive and lengthy patent disputes for which there can be no guaranteed outcome, and some competitors may be able to sustain the costs of litigation or proceedings more effectively than the Company because of greater financial resources.

In the event that the Technology Licence Agreement with Ergo Exergy is terminated, the Company would need to be in a position to implement any future projects without having ongoing access to Ergo Exergy's intellectual property. As noted in Section 15.1, any "project licence" granted at the time of termination of the Technology Licence Agreement will, however, survive termination of the Technology Licence Agreement.

(i) Sufficiency of Funds

The funds raised from this Prospectus will be used in the manner described in Section 13.7.

The Company has not entered into contracts for the material items anticipated to be covered by the use of funds contained in Section 13.7 of this Prospectus, including agreements for the supply of drilling services and plant items. The Directors have determined that, following the close of the Offer, the Company will be in a position to negotiate the exact terms of such contracts and has prepared the information contained in Section 13.7 based on estimates of costs derived from past experience of its management and initial discussions with potential contracting counterparties. Nevertheless, there is a risk that the costs may be higher than anticipated or increase as a result of unforeseen circumstances (which may include circumstances related to other key risk factors set out in this Section 7).

As noted in Section 5.2, further funds will be required to develop an ISG Power Project, with the amount to be determined having regard to the results generated by the Company's proposed exploration program, the relevant site characteristics of any nominated project area and the outcome of relevant feasibility studies.

No assurances can be given that the Company will be able to raise the additional finances that may be required to fund its future activities.

Any additional equity financing may be dilutive to Shareholders and debt financing, if available, may involve restrictions on the Group's operating activities.

The Company cannot guarantee that it will be successful in any future required fundraising efforts, in particular, its ability to raise funds within an acceptable time, in a sufficient amount, or on terms acceptable to it. Any future fundraisings will be subject to both the market's assessment of the Company and its future prospects at the time and factors beyond the control of the Company and its Directors (including the general risks set out below).

If the Company is unable to obtain additional financing as needed, it may be required to reduce the scope of its operations or terminate its operations.

(j) COVID-19

As at 29 September 2020, Chile had recorded a total of approximately 461,000 coronavirus or COVID-19 cases and 12,720 deaths, with the daily figures for 29 September being 1,630 cases and 27 deaths. Of these cases, approximately 65% were detected in metropolitan

40 CHAUCER ENERGY LIMITED

Santiago and (for example) only 1.5% in the Los Lagos region in which the Maullin Project area is located4.

At the date of this Prospectus, international travel is restricted from Australia and into Chile unless an exemption is granted, and quarantine restrictions are in place for travel within Chile, with the severity depending on the location. Travel permits are required for access to quarantined areas within Chile.5

In the event that travel from Australia into Chile, or internally within Chile is not permitted, Chaucer will need to rely on its Chilean based consultants to oversee operations (to the extent that this is permitted), or if necessary delay implementing its development plans. Depending on the extent of restrictions that may be imposed from time to time, there is a risk that the Company’s project development plans will experience delays or increased costs which would have a detrimental impact on the Company.

It is noted that field activity on the Maullin Project area is not expected to commence until February/March 2021, hence the restrictions (if any) applicable at that time are uncertain.

Due to the uncertain effects of the COVID-19 pandemic, the Company will continuously monitor its operations and take appropriate action to mitigate risks where possible.

(k) Foreign Exchange Risk

The Group operates internationally and is exposed to foreign exchange risk arising from currency exposures, primarily with respect to the US Dollar and the Chilean peso. This may have a positive or negative influence on the Australian dollar equivalent of revenue and expenditure. Relevantly, if the Australian dollar were to depreciate against the US Dollar or the Chilean peso, the cost of conducting operations in Chile will increase and this could mean that additional funds will be required to achieve the objectives described in Section 5.2.

While the Company does not currently actively manage foreign currency risk, consideration will be given to entering into appropriate hedging arrangements in the event that additional funds are raised to pursue the development of a commercial ISG Power Project.

(l) Operating Risk

Any proposal to commission the development of a commercial ISG Power Project could be affected by a number of operational factors. These include failure to achieve predicted quality and quantity of Syngas, technical difficulties encountered in commissioning and operating the power plant, mechanical failure, process problems which affect extraction rates and costs, adverse weather conditions, industrial and environmental accidents, industrial disputes, unexpected shortages or increases in the cost of consumables and spare parts, as well as necessary plant and equipment.

4 Source: covid19.who.int/region/amro/country/cl. The Company is relying on ASIC Corporations (Consents to Statements) Instrument 2016/72.The authors have not provided their consent for the statements to be included in this Prospectus. 5 Source: Smartraveller.gov.au/destinations/Americas/chile The Company is relying on ASIC Corporations (Consents to Statements) Instrument 2016/72.The authors have not provided their consent for the statements to be included in this Prospectus.

41 CHAUCER ENERGY LIMITED

(m) Electricity and Commodity Price Volatility

If the Group succeeds in producing power from the Maullin Project area (or any of its other projects), the revenue it will derive through the sale of electricity will be exposed to pricing risk.

The Company's prospects and Share price may also be influenced by the price obtained from time to time for the commodities produced from the ISG process (such as Syngas).

Electricity and commodity prices fluctuate and are affected by factors including the relationship between supply and demand, forward selling by producers, the cost of production and general global economic conditions. Prices are also affected by the outlook for inflation, interest rates, currency exchange rates and the availability of alternative products. These factors may have an adverse effect on the Group's activities, as well as its ability to fund its future activities.

(n) Climate Change Risk

The development of fossil fuels, and in particular coal, is coming under increasing levels of scrutiny across the globe. There is the potential that the Chilean Government may take action that could impact on the economic feasibility of accessing and developing local coal resources and any such action may affect the value of the Company’s assets and its financial performance generally.

The Company is not aware of any current proposals that are likely to materially impact on its proposed operations.

(o) Sovereign Risk

The Company's projects are located in Chile and are subject to the risks associated with operating in a foreign country. These risks may include economic, social or political instability or change, deflation or hyperinflation, currency non-convertibility or instability and changes of law affecting foreign ownership, government participation, taxation, working conditions, rates of exchange, exchange control, exploration licensing, export duties, repatriation of income or return of capital, environmental protection, labour relations as well as government control over natural resources or government regulations that require the employment of local staff or contractors or require other benefits to be provided to local residents.

(p) Contract Risks

The Company is a party to various contracts and will inevitably enter into additional agreements as it looks to commercialise its projects and identify new opportunities.

Whilst the Company would have various rights in the event that a counter party defaults in its contractual obligations, no assurance can be given that all existing and future contracts will be fully performed by all counter parties. If a counter party does not comply with its contractual obligations there can be no assurance that the Company will be successful in securing compliance.

There are no present circumstances that, in the Director's opinion, give rise to a specific risk of a party breaching a material term of any of the Company's contractual relationships.

(q) Litigation

The Company is not presently involved in litigation and the Directors are not aware of any basis on which any litigation against the Company may arise. However, there is always the risk that litigation may occur as a result of differing interpretations of obligations or outcomes.

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(r) Insurance Risks

The Company may, where economically practicable and available, endeavour to mitigate some project and business risks by procuring relevant insurance cover. However, such insurance cover may not always be available or economically justifiable and the policy provisions and exclusions may render a particular claim by the Company outside the scope of the insurance cover.

While the Company will undertake all reasonable due diligence in assessing the creditworthiness of its insurance providers, there is the risk that an insurer may default in payment of a legitimate claim by the Company under an insurance policy.

(s) Competition

There are currently no other companies utilising the ISG process in Chile.

The Company recognises however, that coal resources are finite and that in the future it may need to compete with coal miners to obtain the right to access (and exploit) suitable coal resources.

Further, the Company recognises that by achieving commercial Syngas production and offering it as a source of energy to the Chilean domestic energy market, the Company will be competing with both foreign and domestic energy producers. This extends to commodities which may be produced using the ISG process, including methanol and urea, which the Company may seek to commercialise.

(t) Liquidity and Realisation Risk

If restriction obligations (escrow) are applied to Shares held by existing Shareholders, the remaining “free float” (shares that are tradable during any restriction period) may be limited, resulting in a decrease in active or potential sellers or buyers at any given time, which may result in an inactive or illiquid market for the Company’s Shares, which may increase the volatility of the market price of the Company’s Shares.

While the Company is not currently aware of what restriction obligations will be imposed, and will not know the extent of escrow until determined by ASX, if all existing Shares together with the 500,000 Shares to be issued to Pulse Markets and the 1,000,000 Shares to be issued to Mr Stephen Layton are subject to escrow, the restricted shares would represent approximately 69.24% (if Minimum Subscription is achieved) or 64.82% (if Maximum Subscription is achieved) of the Company. This would leave approximately 30.76% (if Minimum Subscription is achieved) or 35.18% (if Maximum Subscription is achieved) of the Company’s Shares free trading until the escrow period(s) ends. If, as is anticipated, fewer Shares were to be restricted, more shares would be free trading.

Further, there is a risk that once the Shares subject to escrow or trading restrictions are released from the restrictions attaching to them, there may be significant sell down by holders of those Shares which may negatively affect the Company’s Share price.

The potential limited free float (tradeable Shares during any restriction period) and potential sell down may affect the prevailing market price at which Shareholders are able to sell their Shares.

There can be no guarantee that an active market in the Shares will develop or that the price of the Shares will increase. There may be relatively few potential buyers or sellers at any given time and this may increase the volatility of the market price of Shares.

(u) Company does not expect to pay dividends on Shares in the foreseeable future

The Company has never paid cash dividends on Shares. The Company may choose to retain some or all of its future earnings, if any, to fund the development and growth of its

43 CHAUCER ENERGY LIMITED

business, thus reducing or eliminating the payment of cash dividends on Shares for the foreseeable future. The payment of any future dividends will depend upon earnings and the Group's financial condition, current and anticipated cash needs and such other factors as the Board considers appropriate. As a result, Shareholders may have to rely on capital appreciation, if any, to earn a return on investment in Shares in the foreseeable future. Furthermore, the Company may in the future become subject to contractual restrictions on, or prohibitions against, the payment of dividends.

7.3 General Risks

(a) Share Market Risks and Liquidity

The market price of the Shares may fall as well as rise from time to time. Many factors affect the price of shares including liquidity, local and international stock markets, movements in interest rates, economic and political conditions and investor and consumer sentiment.

The successful listing of the Shares on the ASX or some other recognised stock exchange will not guarantee a liquid market for the Shares.

(b) Market Perception

The market price of the Shares could be subject to significant fluctuations due to changes in sentiment in the market following Admission. Any such fluctuations could result from national and global economic and financial conditions, changes in commodity prices, market perceptions of the Company, regulatory changes affecting the Group's operations, variations in the Company's operating results, business developments of the Group or its competitors and liquidity of financial markets.

The operating results and prospects of the Company from time to time may be below the expectations of market analysts and investors. Any of these events could result in a decline in the market price of the Shares.

Apart from foreign exchange risks, there is a wide range of other macro-economic and political factors beyond the control of the Company which will affect the Company's operations. These include the consequences of terrorism, pandemic and other activities which themselves may impact adversely on the global economy, share market conditions, and share prices generally. The outbreak of coronavirus, or COVID-19, is having a material effect on global markets. The global economic outlook is facing uncertainty due to the pandemic, which has had and may continue to have a significant impact on capital markets, commodities and share prices. As such, the Company's Share price may be adversely affected by the economic outlook and uncertainty caused by COVID-19.

(d) Changes in Government Policies and Legislation

Any material adverse changes in government policies or legislation in Australia or Chile and any other countries where the Company has or may acquire economic interests may affect the viability and profitability of the Company.

(e) Forward Looking Statements

Certain statements within this Prospectus constitute forward looking statements. Such forward looking statements involve risks and other factors which may cause the actual results, achievements or performance of the Company to be materially different from any future results, achievements or performance expressed or implied by such forward looking statements.

44 CHAUCER ENERGY LIMITED

Such risks and other factors include, but are not limited to, general economic and business conditions, changes in government regulation, currency fluctuations, the Company's ability to develop its existing or new resources, competition, changes in development plans and the other risks described in this Section. There can be no assurance that the results and events contemplated by the forward looking statements contained in this Prospectus will, in fact, occur.

Unless required by law, the Company will not update or revise forward looking statements, or publish prospective financial information in the future, regardless of whether new information or factors affect the information contained in this Prospectus.

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8. KEY PEOPLE, INTERESTS AND BENEFITS

8.1 Board of Directors

As at the date of this Prospectus, the Board comprises:

(a) Malcolm McAully– Non-Executive Chairman;

(b) Dr Len Walker - Managing Director;

8.2 Company Secretary

As at the date of this Prospectus, the Company Secretary is Adrien Wing.

8.3 Experience of Board and Company Secretary

(a) Malcolm McAully - Non-Executive Chairman

Mr McAully has formal qualifications in Accounting and Business Management, with 15 years of Senior Executive Management experience in the superannuation, civil construction and manufacturing industries. He has a comprehensive knowledge in all aspects of corporate finances, including budgeting, cost/benefit analysis and financial forecasting, and is affiliated with the Institute of Company Directors, Institute of Arbitrators and Mediators, and is an Accredited Turn Around Practitioner.

Mr McAully has operated in a diverse range of industry sectors, such as energy generation, human resources, waste management and agribusiness marketing, technology manufacturing, hospitality and recruitment/human resource management.

He is an experienced company director and served as Chairman of ISG company Cougar Energy Limited [ASX:CXY] (since renamed Moreton Resources Limited) from 2006 to 2013. He currently serves as Chairman of ASX Listed Company Pure Foods Tasmania Limited [ASX:PFT].

(b) Dr Len Walker - Managing Director

Dr Walker is a graduate of Melbourne and Cambridge Universities in Geotechnical Engineering and Business Administration, followed by a 15-year career in consulting engineering, and subsequent business interests in a number of small developing resource companies.

His involvement in ISG began in 1982. He founded Linc Energy Limited (which was ultimately admitted to the [ASX – LNC]) in 1996, and was responsible for development of the first successful Chinchilla ISG test burn which ran from 1999-2002, gasified 35,000 tonnes of coal, was successfully rehabilitated, and served to generate a revival of the technology internationally.

He founded Cougar Energy Limited [ASX:CXY] (since renamed Moreton Resources Limited) in 2006 to continue this work, culminating in ignition in early 2010 of the pilot test at Kingaroy, Queensland. This test was successfully shut down and rehabilitated following the Queensland Government decision in 2010 to restrict development of the company’s project.

Dr Walker has published articles on ISG in peer-reviewed Journals, including a summary of the history of ISG development in Australia.

46 CHAUCER ENERGY LIMITED

In Chaucer Energy, he has brought together the same group of experts with whom he has been involved in the past, with the goal of developing a commercially successful ISG project in Chile as the basis for expansion of commercial developments internationally.

Mr Layton has over 35 years’ experience in Equity Capital Markets in the UK and Australia. Starting as a Jobber (market maker) with BZW on the trading floor of the London Stock Exchange from 1980 to 1986, he became a Member of the London Stock Exchange in 1985.

Since migrating to Australia in 1986 Mr Layton has worked with various stockbroking firms and/or AFSL regulated Corporate Advisory firms. Having raised capital for many ASX-listed companies, he has a depth of knowledge that only comes from a thorough immersion in the industry. Mr Layton has specialized in capital raising services and opportunities, corporate advisory, facilitation of ASX listings and assisting companies to grow.

Mr Layton has held both Principal and Director roles in his advisory career and his professional associations include Master Practitioner Member of the Stockbrokers and Financial Advisors Association – MSAFAA. Mr Layton is currently a non-executive director of ASX listed Mithril Resources Limited [ASX:MTH] and Speciality Metals International Limited [ASX:SEI].

(d) Adrien Wing – Company Secretary

Mr Wing is a certified practicing accountant. He practiced in the audit and corporate advisory divisions of a chartered accounting firm before he commenced working with a number of public companies listed on the ASX as a corporate / accounting consultant and company secretary.

Mr Wing is currently a non-executive director and company secretary of Red Sky Energy Limited [ASX:ROG], High Grade Metals Limited [ASX:HGM] and Mithril Resources Limited [ASX: MTH] as well as company secretary of Rhythm Biosciences Limited [ASX:RHY], New Age Exploration Limited [ASX:NAE], Kairos Minerals [ASX:KAI] and Nova Minerals Limited [ASX:NVA].

Mr Wing has a wealth of ASX and corporate experience whereby he provides strong support to his Board of Directors and other key management as well as providing support to many of the committees/sub-committees of these entities that fall within the corporate governance framework.

8.4 Senior Management

Valeri Melik – General Manager Projects

Mr Melik is a graduate of State Oil Academy (Azerbaijan former USSR) in the field of Electrical and Network Systems, and also holds a Master of Engineering (Electrical) qualification from RMIT University in Melbourne, Australia. He is a Chartered Professional Member of Engineers Australia (Electrical and Management).

Mr Melik has 25 years of general management experience gathered by working for a number of leading technology organisations. His involvement with ISG commenced with Cougar Energy Ltd (ASX:CXY), (since renamed Moreton Resources Limited) in 2008 where he was one of the key system-designers and later operator of its ISG pilot plant in Kingaroy Queensland. This pilot test was subsequently extinguished and the site fully rehabilitated in 2015, under his direct management.

Mr Melik continued to hold an executive position at Cougar Energy Limited (which has been renamed Moreton Resources Limited) at different times acting as General Manager Projects, Director and Chairman of its Board, prior to his resignation from the company in December 2018.

47 CHAUCER ENERGY LIMITED

8.5 Interests of Directors

Except as disclosed in this Prospectus, no Director (whether individually or by association with any company or firm or in any material contract entered into by the Company) has now, or has had, in the 2 year period ending on the date of this Prospectus, any interest in:

• the formation or promotion of the Company; or

• property acquired or proposed to be acquired by the Company in connection with its formation or promotion of the Offer; or

• the Offer of the Shares under this Prospectus.

Except as disclosed in this Prospectus, no amounts of any kind or other benefit (whether in cash, Shares, options or otherwise) have been paid or agreed to be paid to any Director or to any company or firm with which a Director is associated to induce him to become, or to qualify as, a Director, or otherwise for services rendered by him or his company or firm with which the Director is associated in connection with the formation or promotion of the Company or the Offer.

8.6 Security Holdings of Directors

The Directors' interests in the securities of the Company, either held directly or through Director- related entities, are set out below:

Director Shares

Malcolm McAully Nil

Len Walker 30,000,000

Stephen Layton 5,000,0001

Note:

Includes 1,000,000 Shares to be issued to Mr Stephen Layton (or his nominees) prior to Admission. If some or all of these shares are distributed to nominees, Mr Layton's interests will be reduced accordingly. Refer to Section 15.2 for further details in relation to this proposed Share issue.

8.7 Remuneration of Directors

The Company's Constitution provides that the Directors are entitled to remuneration out of the funds of the Company as determined by the Directors but the remuneration of the non-executive Directors may not exceed in any year the amount fixed by the Company in general meeting for that purpose. The current maximum amount of remuneration that may be paid to all non-executive Directors as set out in the Constitution is $500,000 per annum.

Directors are also entitled to be paid reasonable travelling, accommodation and other expenses incurred in connection with their attendance at Board meetings and otherwise in the execution of their duties as Directors. Where the Company requests these Directors or their related entities to perform annual services outside the normal scope of their duties as Directors, further amounts may be paid at reasonable rates for such services.

The remuneration of the executive Directors will be determined by the Board.

48 CHAUCER ENERGY LIMITED

The Directors received the following remuneration for the financial years ended 30 June 2018, 30 June 2019, and 30 June 2020:

Director FY2018 FY2019 FY2020 Remuneration Remuneration Remuneration

Malcolm McAully Nil $2,500 $10,000

Dr Len Walker Nil $8,213 $32,850

Stephen Layton Nil $52,0001 $8,000

Note: 1. Comprising $2,000 and 1,000,000 Shares (with a deemed value of $50,000).

From 1 July 2020, the directors have received, and from the date of Admission the Directors will be entitled to receive, the following annual remuneration:

Director From 1 July 2020 Annual Remuneration from the date of Admission

Malcolm McAully Nil $60,0001

Dr. Len Walker Nil $180,0002

Stephen Layton Nil $48,0001

Notes: 1. Inclusive of superannuation. 2. Exclusive of superannuation.

Summaries of the service agreements entered into with the Directors are contained in Sections 15.2 and 15.3 of this Prospectus.

Mr Adrien Wing is engaged as secretary of the Company on a month-to-month arrangement without a formal written agreement. It is anticipated that following Listing he will be paid a monthly fee of up to $4,000 (excluding GST).

8.8 Related Party Transactions

The Company has entered into the following related party transactions on arms' length terms:

(a) an executive service agreement with Dr Len Walker (refer Section 15.2 for details);

(b) letters of appointment with each of its non-executive Directors on standard terms (refer Section 15.3 for details); and

(c) deeds of indemnity, insurance and access with each of its Directors on standard terms (refer Section 15.4 for details).

At the date of this Prospectus, no other material transactions with related parties exist that the Directors are aware of, other than those disclosed in this Prospectus.

8.9 Independent Professional Advice

Directors, in carrying out their duties as Directors, may after prior consultation with the Chairman seek independent advice at the expense of the Company.

49 CHAUCER ENERGY LIMITED

9. FINANCIAL INFORMATION

9.1 Introduction

This Section contains a summary of the statutory historical financial information of Chaucer Energy, (the Statutory Historical Financial Information) and pro forma historical financial information of Chaucer Energy (the Pro Forma Historical Financial Information) (collectively the Financial Information), which has been prepared by the Directors of Chaucer Energy.

The Statutory Historical Financial Information comprises the:

• Historical consolidated Statements of Profit or Loss and Other Comprehensive Income of Chaucer Energy for the financial years ended 30 June 2018 (FY2018), 30 June 2019 (FY2019) and 30 June 2020 (FY2020) (Historical Consolidated Statements of Profit or Loss and Other Comprehensive Income); and

• Historical Statements of Cash Flows of Chaucer Energy for FY2018 (FY2018), FY2019 and FY2020 (Historical Consolidated Statements of Cash Flows).

The Pro forma Historical Consolidated Financial Information comprises the:

• Chaucer Energy pro forma historical consolidated Statement of Financial Position as at 30 June 2020 (Pro Forma Historical Consolidated Statement of Financial Position).

The Statutory Historical Financial Information for FY2018, FY2019 and FY2020 has been audited by BDO East Coast Partnership.

The Pro Forma Historical Financial Information has been reviewed by BDO Corporate Finance (East Coast) Pty Ltd (the Investigating Accountant). The Independent Limited Assurance Report on the Pro Forma Historical Financial Information is contained in Section 10 of this Prospectus. Investors should note the scope and limitations of that report (please refer to Section 10 of this Prospectus).

Amounts in this Section have been rounded to the nearest $1,000 (where rounding is applicable unless otherwise noted) under the option available to the Company under ASIC Corporations (Rounding in Financial/Directors’ Reports) Instrument 2016/191, dated 24 March 2016.

The amounts disclosed in the tables within this Section are presented in AUD (unless otherwise stated).

Also summarised in this Section are:

Table 9.1: Overview of Financial Information

Section Heading 9.2 Basis of preparation and presentation of the Financial Information Historical Consolidated Statements of Profit or Loss and Other 9.3 Comprehensive Income 9.4 Historical Consolidated Statements of Cash Flows 9.5 Pro Forma Historical Consolidated Statement of Financial Position 9.6 Liquidity and capital resources 9.7 Dividend policy 9.8 Significant accounting policies 9.9 Critical accounting estimates and judgements

50 CHAUCER ENERGY LIMITED

The information in this Section should be read in conjunction with the risk factors set out in Section 7 and other information contained in this Prospectus.

9.2 Basis of Preparation and Presentation of the Financial Information

(a) Overview

The Directors of the Company are responsible for the preparation and presentation of the Financial Information.

The Financial Information included in this Section 9 has been prepared in accordance with the recognition and measurement principles prescribed in International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board, and the accounting policies of the Company. The Financial Information and accompanying commentary presented in this Section has also been disclosed with consideration to regulatory guidance issued by ASIC.

The Financial Information is presented in an abbreviated form insofar as it does not include all the presentation and disclosures, statements or comparative information as required by IFRS and other mandatory professional reporting requirements applicable to general purpose financial reports prepared in accordance with the Corporations Act.

In preparing the Financial Information, the accounting policies of the Company have been applied consistently throughout the periods presented. The significant accounting policies of the Company relevant to the Financial Information are set out in Section 9.8.

The Directors have considered ASIC Regulatory Guide 170 and having regard to the requirements of this Regulatory Guide, note any prospective financial information would contain a broad range of potential outcomes and possibilities such that the Directors have concluded the Company cannot include prospective financial information in this Prospectus.

(b) Preparation of Historical Financial Information

The Statutory Historical Financial Information has been extracted from the financial statements of Chaucer Energy for FY2018, FY2019 and FY2020. Chaucer Energy was formed as a proprietary limited company named Phoenix Energy Pty Ltd on 8 February 2016 and was subsequently converted to a public unlisted company (named Phoenix Energy Limited) on 18 August 2017. Subsequently, the Company changed its name to Chaucer Energy Limited on 16 August 2019.

The financial statements of Chaucer Energy for FY2018, FY2019 and FY2020 were each audited by BDO East Coast Partnership in accordance with International Standards on Auditing. BDO East Coast Partnership issued unqualified audit opinions on each of these financial statements, the audit reports contained an emphasis of matter paragraph regarding the fact there is a material uncertainty regarding the ability for the Company to continue as a going concern in the event that the Offer does not proceed. The audit report for FY2018 contained an additional emphasis of matter paragraph in respect of the financial statements having been prepared as special purpose financial statements in accordance with the measurement and recognition requirements of AAS issued by the AASB but not all disclosure requirements of AAS.

The Pro Forma Historical Financial Information has been prepared solely for the purposes of inclusion in this Prospectus and has been extracted from the financial statements of Chaucer Energy with adjustments applied to reflect the Company’s capital structure that will be in place following completion of the Offer. Refer to Section 9.5 for a reconciliation between the Pro Forma Historical Financial Information and the statutory equivalent financial information.

51 CHAUCER ENERGY LIMITED

The Pro Forma Historical Financial Information presented in Table 9.4 of this Prospectus has been reviewed by the Investigating Accountant. Investors should note the scope and limitations of the Independent Limited Assurance Report (refer to Section 10 of this Prospectus).

9.3 Historical Consolidated Statements of Profit or Loss and Other Comprehensive Income

Set out below is a summary of the Historical Consolidated Statements of Profit or Loss and Other Comprehensive Income of Chaucer Energy for FY2018, FY2019 and FY2020.

Table 9.2: Chaucer Energy Historical Consolidated Statements of Profit or Loss and Other Comprehensive Income

$000's FY2018 FY2019 FY2020

Revenue - - Accounting, tax and audit (3) (23) (47) Formation Expenses (16) - - Consultants (7) (101) (113) Director fees - (13) (18) Employee Remuneration - - (60) Legal and compliance (13) (53) (245) Investor relations and marketing - (15) (41) Technical Data (1) (13) - Travel Expenses (25) (74) (31) Other Expenses (3) (8) (13) Loss before income tax expense (67) (301) (568) Income tax benefit/(expense) - - - Loss attributable to the owners (67) (301) (568) Other comprehensive income for the year - - - Total comprehensive loss for the year (67) (301) (568) attributable to the owners

Notes: All amounts disclosed in the tables unless otherwise noted are rounded to the nearest thousand. Rounding in the Financial Information may result in some immaterial rounding differences between totals and sums of components and the total percentage calculations outlined within tables, figures and commentary.

52 CHAUCER ENERGY LIMITED

9.4 Historical Consolidated Statements of Cash Flows

Set out below is a summary of the Historical Consolidated Statements of Cash Flows of Chaucer Energy for FY2017, FY2018 and FY2019.

Table 9.3: Chaucer Energy Historical Consolidated Statements of Cash Flows

$000's FY2018 FY2019 FY2020

Cash flows from operating activities Payments to suppliers and employees (inclusive of GST) (39) (225) (576) Net cash used in operating activities (39) (225) (576)

Cash flows from investing activities Payments for exploration and evaluation - (41) (72) Net cash used in investing activities - (41) (72)

Cash flows from financing activities Proceeds from issue of shares 10 880 120 Proceeds from borrowings - (1) - Payments for capital raising costs - (15) (11) Net cash provided by financing activities 10 864 109 Net increase/(decrease) in cash and cash equivalents (28) 598 (538) Cash and cash equivalents at the beginning of the 29 1 598 financial year Cash and cash equivalents at the end of the financial 1 598 60 year

9.5 Pro Forma Historical Consolidated Statement of Financial Position

(a) Overview

Set out in the table below are the adjustments that have been made to the consolidated Statement of Financial Position of Chaucer Energy as at 30 June 2020 to present the Pro Forma Historical Consolidated Statement of Financial Position of the Company. The adjustments include the impact of the change in capital structure that will be in place immediately following completion of the Offer, as if the Offer had occurred as at 30 June 2020. These adjustments include assumptions relating to matters that are known as at the date of the Prospectus.

53 CHAUCER ENERGY LIMITED

Table 9.4: Chaucer Energy Pro Forma Historical Consolidated Statement of Financial Position

As at 30 June 2020 Chaucer Minimum subscription Maximum subscription Amount in 000s Audited Subsequent Pro-forma Chaucer Pro-forma Chaucer Pro AUD Events adjustments Pro forma adjustments forma

Current assets

Cash and cash 60 246 3,959 4,264 4,896 5,202 equivalents

Trade and other 6 - - 6 - 6 receivables

Total current assets 66 246 3,959 4,270 4,896 5,207

Non-current assets

Exploration and 113 - - 113 - 113 evaluation expenditure

Total non-current assets 113 - - 113 - 113

Total assets 179 246 3,959 4,384 4,896 5,320

Current liabilities

Trade and other payables 66 - - 66 - 66

Total current liabilities 66 - - 66 - 66

Total liabilities 66 - - 66 - 66

Net assets 113 246 3,959 4,318 4,896 5,255

Equity

Issued capital 1,055 246 4,172 5,473 5,105 6,406

Shares based payments - - 162 162 162 162 reserve

Accumulated losses (942) - (375) (1,317) (371) (1,313)

Total equity 113 246 3,959 4,318 4,896 5,255

Notes: All amounts disclosed in the tables are unless otherwise noted rounded to the nearest thousand. Rounding in the Financial Information may result in some immaterial rounding differences between totals and sums of components and the total percentage calculations outlined within tables, figures and commentary.

54 CHAUCER ENERGY LIMITED

9.5.1 Pro forma adjustments to consolidated Statement of Financial Position

Note 1. Cash and cash equivalents

CASH AND CASH EQUIVALENTS Pro-forma after Offer $000 Minimum Maximum Audited balance of Chaucer as at 30 June 2020 60 60

Subsequent events Issue of shares 246 246 246 246 Pro-forma adjustments: Proceeds from shares issued under the Offer 4,500 5,500 Capital raising costs (541) (604) 3,959 4,896 Pro-forma Balance 4,264 5,202

Subsequent to 30 June 2020, Chaucer Energy issued 2,250,000 shares at $0.12 per share providing proceeds of $246,000.

The Offer is expected to raise a minimum of $4.5 million and a maximum of $5.5 million before payment of offer costs. Cash settled offer costs incurred subsequent to 30 June 2020 are expected to total between approximately $0.5 million (minimum) and $0.6 million (maximum) (inclusive of non-recoverable GST where applicable).

Note 2 – Issued capital

ISSUED CAPITAL Pro-forma after Offer $000 Minimum Maximum Audited balance of Chaucer as at 30 June 2020 1,055 1,055

Subsequent events Issue of shares 246 246 Shares issued as capital raising cost - - 246 246 Pro-forma adjustments: Proceeds from shares issued under the Offer 4,500 5,500 Shares issued to advisers under the Offer - - Options issued to lead managers (162) (162) Shares issued to directors of the Company 200 200 Offer costs in relation to new equity raised (367) (434) 4,172 5,105 Pro-forma Balance 5,473 6,406

55 CHAUCER ENERGY LIMITED

The Offer is expected to raise a minimum of $4.5 million ($5.5 million maximum) before payment of Offer costs. This is partially offset by the transaction costs directly attributable to the issue of new shares of $0.3m (minimum) and $0.4m (maximum).

Shares issued to advisors under the Offer relate to 0.5 million Shares issued to Pulse Markets (or its nominee) in relation to services rendered in respect of the Offer. The issuance of these shares, along with shares issued as a pre-IPO capital raising cost, have been considered as a capital raising cost and accordingly has nil impact on issued capital of the Company. Shares issued to Directors of the Company are for shares to be issued to Stephen Layton, see Section 15.3 for further details. The $0.2m fair value of these shares have been expensed through retained earnings. Additionally, Pulse Markets have been granted 1.5 million options in relation to services rendered in respect of the Offer, which have a deemed fair value of $0.2m. Refer to Section 15.7 for further information.

Note 3 – Share based payments reserve

SHARE BASED PAYMENTS RESERVE Pro-forma after Offer $000 Minimum Maximum Audited balance of Chaucer as at 30 June 2020 - -

Pro-forma adjustments: Options issued to lead managers 162 162 Pro-forma Balance 162 162

Pulse Markets have been granted 1.5 million options in relation to services rendered in respect of the Offer, which have a deemed fair value of $0.2m. Refer to Section 15.7 for further information.

Note 4 – Retained earnings

RETAINED EARNINGS Pro-forma after Offer $000 Minimum Maximum Audited balance of Chaucer as at 30 June 2020 (942) (942)

Pro-forma adjustments: Offer costs in relation to listing of existing equity (175) (171) Shares issued to directors of the Company (200) (200) (375) (371) Pro-forma Balance (1,317) (1,313)

Offer costs in relation to the listing of existing equity are expensed.

9.6 Liquidity and Capital Resources

Following completion of the Offer, the Company’s principal sources of funds will be proceeds from the Offer.

56 CHAUCER ENERGY LIMITED

9.7 Dividend Policy

During the two-year period following completion of the Offer, a large proportion of expenditure will be incurred in undertaking development activities. Accordingly, the Company does not expect to declare any dividends during that period. Subject to the Company achieving sustained profitability and cash flow and satisfying any ongoing capital requirements, the Directors may consider declaring dividends.

Accordingly, potential investors should note that the Company gives no assurance as to the level of dividends, if any, or of the franking of those dividends. The level of any dividend will depend upon, among other factors, the Company's future profits, funding requirements and tax position.

9.8 Significant Accounting Policies

(a) Basis of Preparation

These general purpose financial statements, from which the Historical Financial Information was prepared have been prepared in accordance with Australian Accounting Standards and Interpretations issued by the Australian Accounting Standards Board ('AASB') and the Corporations Act, as appropriate for for-profit oriented entities. These financial statements also comply with International Financial Reporting Standards as issued by the International Accounting Standards Board ('IASB').

Parent entity information

In accordance with the Corporations Act, these financial statements present the results of the consolidated entity only.

Principles of consolidation

The consolidated financial statements, from which the Historical Financial Information was prepared, incorporate the assets and liabilities of all subsidiaries of Chaucer Energy and the results of all subsidiaries for the year under consideration.

Subsidiaries are all those entities over which the consolidated entity has control. The consolidated entity controls an entity when the consolidated entity is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the activities of the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the consolidated entity. They are de-consolidated from the date that control ceases.

Intercompany transactions, balances and unrealised gains on transactions between entities in the consolidated entity are eliminated.

The acquisition of subsidiaries is accounted for using the acquisition method of accounting. A change in ownership interest, without the loss of control, is accounted for as an equity transaction, where the difference between the consideration transferred and the book value of the share of the non-controlling interest acquired is recognised directly in equity attributable to the parent.

Where the consolidated entity loses control over a subsidiary, it derecognises the assets including goodwill, liabilities and non-controlling interest in the subsidiary together with any cumulative translation differences recognised in equity. The consolidated entity recognises the fair value of the consideration received and the fair value of any investment retained together with any gain or loss in profit or loss.

Critical accounting estimates

The preparation of the financial statements requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying

57 CHAUCER ENERGY LIMITED

the consolidated entity's accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements, are disclosed in this Section 9.8.

The accounting policies that have been adopted in the preparation of the financial statements are set out in the remainder of this Section 9.9.

(b) Income Tax

Income tax expense represents the sum of the tax currently payable and deferred tax.

Deferred tax is accounted for using the balance sheet liability method in respect of temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. No deferred income tax will be recognised from the initial recognition of an asset or liability, excluding a business combination, where there is no effect on accounting nor taxable profit or loss.

Deferred tax is calculated at the tax rates that are expected to apply in the period when the asset is realised or liability is settled. Deferred tax is credited in the income statement except where it relates to items that may be credited directly to equity, in which case the deferred tax is adjusted directly against equity.

Deferred income tax assets are recognised to the extent that it is probable that future tax profits will be available, against which deductible temporary differences can be utilised. No deferred tax assets have been recognised on the balance sheet as at 30 June 2020, as the probability of deriving a benefit is uncertain.

The Company incurred an operating loss of $567,894 (2019: $300,516) and had cash outflows from operating activities of $575,904 (2019: $225,294) for the year ended 30 June 2020. The Company is in start-up phase and does not yet have an income stream. These conditions indicate a material uncertainty that may cast significant doubt about the consolidated entity’s ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on a number of factors, one being the continuation and availability of funds.

The financial statements, from which the Statutory Historical Financial Information has been extracted, have been prepared on a going concern basis, which contemplates the continuity of normal business activities and the realisation of assets and the settlement of liabilities in the normal course of business for the following reasons:

• The Company is still in the early stages of operations, and minimal spending is budgeted until the company is in a position to raise further equity via a share placement or initial public offering.

• The directors have committed to continue to support the Company via loan or equity funds until such time as the company has the capacity to fund its own activities.

Should the Company be unable to continue as a going concern it may be required to realise its assets and discharge its liabilities other than in the normal course of business and at amounts different to those stated in the financial statements.

(d) Cash and Cash Equivalent

Cash and cash equivalents include cash on hand, deposits held at call with financial institutions, other short-term, highly liquid investments with original maturities of three

58 CHAUCER ENERGY LIMITED

months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value. For the statement of cash flows presentation purposes, cash and cash equivalents also include bank overdrafts, which are shown within borrowings in current liabilities on the statement of financial position.

(e) Trade and Other Receivables

Trade receivables are initially recognised at fair value and subsequently measured at amortised cost using the effective interest method, less any provision for impairment. Trade receivables are generally due for settlement within 30 days.

Other receivables are recognised at amortised cost, less any provision for impairment.

(f) Impairment of Financial Assets

The consolidated entity recognises a loss allowance for expected credit losses on financial assets which are either measured at amortised cost or fair value through other comprehensive income. The measurement of the loss allowance depends upon the consolidated entity's assessment at the end of each reporting period as to whether the financial instrument's credit risk has increased significantly since initial recognition, based on reasonable and supportable information that is available, without undue cost or effort to obtain.

Where there has not been a significant increase in exposure to credit risk since initial recognition, a 12-month expected credit loss allowance is estimated. This represents a portion of the asset's lifetime expected credit losses that is attributable to a default event that is possible within the next 12 months. Where a financial asset has become credit impaired or where it is determined that credit risk has increased significantly, the loss allowance is based on the asset's lifetime expected credit losses. The amount of expected credit loss recognised is measured on the basis of the probability weighted present value of anticipated cash shortfalls over the life of the instrument discounted at the original effective interest rate.

For financial assets measured at fair value through other comprehensive income, the loss allowance is recognised within other comprehensive income. In all other cases, the loss allowance is recognised in profit or loss.

(g) Exploration, Evaluation and Development Expenditure

Exploration, evaluation and development expenditure incurred is either written off as incurred or accumulated in respect of each identifiable area of interest. Costs are only carried forward to the extent that they are expected to be recouped through the successful development of the area or where activities in the area have not yet reached a stage which permits reasonable assessment of the existence of economically recoverable reserves.

Accumulated costs in relation to an abandoned area are written off in full against profit in the year in which the decision to abandon the area is made. A regular review is undertaken of each area of interest to determine the appropriateness of continuing to carry forward costs in relation to that area of interest.

When production commences, the accumulated costs for the relevant area of interest are amortised over the life of the area according to the rate of depletion of the economically recoverable reserves. Restoration, rehabilitation and environmental costs necessitated by exploration and evaluation activities are expensed as incurred and treated as exploration and evaluation expenditure. Proceeds from the sale of exploration permits or recoupment of exploration costs from farm-in arrangements are credited against exploration costs previously capitalised. Any excess of the proceeds over costs recouped are accounted for as a gain on disposal.

(h) Trade and Other Payables

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These amounts represent liabilities for goods and services provided to the consolidated entity prior to the end of the financial year and which are unpaid. Due to their short-term nature, they are measured at amortised cost and are not discounted. The amounts are unsecured and are usually paid within 30 days of recognition.

(i) Borrowings

Loans and borrowings are initially recognised at the fair value of the consideration received, net of transaction costs. They are subsequently measured at amortised cost using the effective interest method.

(j) Contributed Equity

Issued and paid up capital is recognised at the fair value of the consideration received by the Company. Any transaction costs arising on the issue of ordinary shares are recognised directly in equity as a reduction, net of tax, of the share proceeds, received.

(k) Goods and Services Tax (GST)

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

• Where the GST incurred on a purchase of goods and services is not recoverable from the taxation authorities, in which case the GST is recognised as part of the cost of acquisition of the asset or as part of an item 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 Historical Consolidated Statements 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 is classified as operating cash flow included in receipts from customers or payments to suppliers.

Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable to, the taxation authority.

(l) New Accounting Policies and Disclosures

Australian Accounting Standards and Interpretations that have recently been issued or amended but are not yet mandatory have not been early adopted by the consolidated entity for the annual reporting period ended 30 June 2020. The Company’s assessment is the impact of these new or amended Accounting Standards and Interpretations will not be significant given the company’s present stage of activity.

9.9 Critical Accounting Estimates and Judgements

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts in the financial statements. Management continually evaluates its judgements and estimates in relation to assets, liabilities, contingent liabilities, revenue and expenses. Management bases its judgements, estimates and assumptions on historical experience and on other various factors, including expectations of future events, management believes to be reasonable under the circumstances. The resulting accounting judgements and estimates will seldom equal the related actual results. The judgements, estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities (refer to the respective notes) within the next financial year are discussed below.

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Exploration expenditure

Exploration expenditure that does not form part of the cash generating units assessed for impairment has been carried forward on the basis that exploration and evaluation activities have not yet reached a stage which permits a reasonable assessment of the existence or otherwise of economically recoverable reserves and active and significant operations in relation to the area are continuing. In the event that significant operations cease and/or economically recoverable reserves are not assessed as being present, this expenditure will be expensed to the Income Statement.

Estimates and judgments are continually evaluated and are based on historical experience and other factors, including expectations of future events that may have a financial impact on the entity and that are believed to be reasonable under the circumstances.

61 CHAUCER ENERGY LIMITED

10. INDEPENDENT LIMITED ASSURANCE REPORT

62 SECTION 10 | INDEPENDENT LIMITED ASSURANCE REPORT

The Directors Chaucer Energy Limited Level 2, 480 Collins Street Melbourne VIC 3000

29 October 2020

Dear Directors

INDEPENDENT LIMITED ASSURANCE REPORT AND FINANCIAL SERVICES GUIDE

Introduction

BDO Corporate Finance (East Coast) Pty Ltd (“BDO Corporate Finance”) has been engaged by Chaucer Energy Limited (“Chaucer Energy” or the “Company”) to prepare this Independent Limited Assurance Report (“Report”) for inclusion in a prospectus proposed to be issued, in relation to the initial public offering of shares in the Company, on or about 29 October 2020 (“Prospectus”) on the Australian Securities Exchange (“ASX”) (“the Offer”).

Unless stated otherwise in this Report, expressions defined in the Prospectus have the same meaning in this Report.

This Report has been prepared for inclusion in the Prospectus. We disclaim any assumption of responsibility for any reliance on this Report or on the financial information to which it relates for any purpose other than that for which it was prepared.

Scope

You have requested BDO Corporate Finance to perform a limited assurance engagement in relation to the pro forma historical financial information described below and disclosed in the Prospectus.

The pro forma historical financial information is presented in the Prospectus in an abbreviated form, insofar as it does not include all of the presentation and disclosures required by Australian Accounting Standards and other mandatory professional reporting requirements applicable to general purpose financial reports prepared in accordance with the Corporations Act 2001.

Our limited assurance engagement has not been carried out in accordance with auditing or other standards and practices generally accepted in any jurisdiction other than Australia and accordingly should not be relied upon as if it had been carried out in accordance with those standards and practices.

BDO Corporate Finance (East Coast) Pty Ltd ABN 70 050 038 170 AFS Licence No. 247 420 is a member of a national association of independent entities which are all members of BDO Australia Ltd ABN 77 050 110 275, an Australian company limited by guarantee. BDO Corporate Fina nce (East Coast) Pty Ltd and BDO Australia Ltd are members of BDO International Ltd, a UK company limited by guarantee, and form part of the international BDO network of independent member firms.Liability limited by a scheme approved under Professional Standards Legislation, other than for the acts or omissions of financial services licensees.

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Pro Forma Historical Financial Information You have requested BDO Corporate Finance to review the following pro forma historical financial information (the “Pro Forma Historical Financial Information”) of the Company included in the Prospectus: • the pro forma historical consolidated Statement of Financial Position as at 30 June 2020. The Pro Forma Historical Financial Information has been derived from the historical financial information of Chaucer Energy, after adjusting for the effects of pro forma adjustments described in section 9 of the Prospectus. The stated basis of preparation is the recognition and measurement principles contained in Australian Accounting Standards applied to the historical financial information and the event(s) or transaction(s) to which the pro forma adjustments relate, as described in section 9 of the Prospectus, as if those event(s) or transaction(s) 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. The Pro Forma Historical Financial Information has been compiled by the Company to illustrate the impact of the event(s) or transaction(s) described in Section 9 of the Prospectus on the Company’s financial position as at 30 June 2020. As part of this process, information about Chaucer Energy’s financial position has been extracted by the Company from the financial statements of Chaucer Energy for the year ended 30 June 2020. The financial statements of Chaucer Energy for the year ended 30 June 2020 were audited by BDO East Coast Partnership in accordance with Australian Auditing Standards. BDO East Coast Partnership issued an unqualified audit opinion on the financial report relating to those financial statements. The audit report contained an emphasis of matter paragraph regarding the fact there is a material uncertainty regarding the ability for the Company to continue as a going concern in the event that the Offer does not proceed.

Directors’ Responsibility

The directors of the Company are responsible for the preparation and presentation of the 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 financial information that is free from material misstatement, whether due to fraud or error.

Our Responsibility

Our responsibility is to express limited assurance conclusions on the Pro Forma Historical Financial Information, based on our limited assurance engagement. 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. The procedures we performed were based on our professional judgement and included consideration of work papers, accounting records and other documents, including those dealing with the derivation of the Historical Financial Information of Chaucer Energy from its audited financial statements for the years ended 30 June 2018, 30 June 2019 and 30 June 2020 respectively.

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Our limited assurance procedures consisted of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A limited assurance engagement is substantially less in scope than an audit conducted in accordance with Australian Auditing Standards and consequently does not enable us to obtain reasonable assurance that we would become aware of all significant matters that might be identified in a reasonable assurance engagement. Accordingly, we do not express an audit opinion. Our engagement did not involve updating or re-issuing any previously issued audit or limited assurance reports on any financial information used as a source of the financial information.

Conclusions

Pro Forma Historical Financial information Based on our limited assurance engagement, 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 section 9 of the Prospectus, comprising:

• the pro forma historical consolidated Statement of Financial Position of the Company as 30 June 2020; is not presented fairly, in all material respects, in accordance with the stated basis of preparation, as described in section 9 of the Prospectus.

Subsequent Events

Apart from the matters dealt with in this Report, and having regard to the scope of this Report and the information provided by the Directors, to the best of our knowledge and belief no material transaction or event outside of the ordinary business of the Company not described in the Prospectus, has come to our attention that would require comment on, or adjustment to, the information referred to in our Report or that would cause such information to be misleading or deceptive.

Independence

BDO Corporate Finance is a member of BDO International Ltd. BDO Corporate Finance does not have any interest in the outcome of the proposed IPO other than in connection with the preparation of this Report and participation in due diligence procedures, for which professional fees will be received.

General Advice Warning

This Report has been prepared, and included in the Prospectus, to provide investors with general information only and does not take into account the objectives, financial situation or needs of any specific investor. It is not intended to be a substitute for professional advice and potential investors should not make specific investment decisions in reliance on the information contained in this Report. Before acting or relying on any information, potential investors should consider whether it is appropriate for their objectives, financial situation or needs. Without modifying our conclusions, we draw attention to the Prospectus, which describes the purpose of the financial information, being for inclusion in the Prospectus. As a result, the financial information may not be suitable for use for another purpose.

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BDO Corporate Finance has consented to the inclusion of this Report in the Prospectus in the form and context in which it is included. At the date of this Report this consent has not been withdrawn. However, BDO Corporate Finance has not authorised the issue of the Prospectus. Accordingly, BDO Corporate Finance makes no representation regarding, and takes no responsibility for, any other statements or material in or omissions from the Prospectus.

Financial Services Guide

Our Financial Services Guide follows this Report. This guide is designed to assist retail clients in their use of any general financial product advice in our Report.

Yours faithfully

Mark Schiavello Authorised Representative

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FINANCIAL SERVICES GUIDE Dated: 29 October 2020

This Financial Services Guide (‘FSG’) helps you decide whether to ASSOCIATIONS AND RELATIONSHIPS use any of the financial services offered by BDO Corporate Finance (East Coast) Pty Ltd (‘BDO Corporate Finance, we, us, BDO Corporate Finance is a member firm of the BDO network in our’). Australia, a national association of separate entities (each of which has appointed BDO (Australia) Limited ACN 050 110 275 to represent The FSG includes information about: it in BDO International). The general financial product advice in our report is provided by BDO Corporate Finance and not by BDO or its related entities. BDO and its related entities provide services  Who we are and how we can be contacted; primarily in the areas of audit, tax, consulting and financial  The services we are authorised to provide under our advisory services. Australian Financial Services Licence, Licence No: 247420 We do not have any formal associations or relationships with any  Remuneration that we and/or our staff and any associates receive in connection with the financial services entities that are issuers of financial products. However, you should note that we and BDO (and its related entities) might from time to  Any relevant associations or relationships we have time provide professional services to financial product issuers in the  Our complaints handling procedures and how you may access ordinary course of business. them. COMPLAINTS RESOLUTION

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We charge fees for providing reports. These fees are negotiated Australian Financial Complaints Authority and agreed to with the person who engages us to provide the GPO Box 3 report. Fees will be agreed on an hourly basis or as a fixed MELBOURNE VIC 3001 amount depending on the terms of the agreement. In this Toll free: 1800 931 678 instance, the Company has agreed to pay us $50,000 for Email: [email protected] preparing the Report. Except for the fees referred to above, neither BDO Corporate Finance, nor any of its directors, employees or related entities, COMPENSATION ARRANGEMENTS receive any pecuniary benefit or other benefit, directly or BDO Corporate Finance and its related entities hold Professional indirectly, for or in connection with the provision of general Indemnity insurance for the purpose of compensating retail clients advice. for loss or damage suffered because of breaches of relevant obligations by BDO Corporate Finance or its representatives under All our employees receive a salary. Our employees are eligible for Chapter 7 of the Corporations Act 2001. These arrangements and bonuses based on overall company performance but not directly the level of cover held by BDO Corporate Finance satisfy the in connection with any engagement for the provision of a report. requirements of section 912B of the Corporations Act 2001. REFERRALS CONTACT DETAILS We do not pay commissions or provide any other benefits to any You may provide us with instructions using the details set out at the person for referring customers to us in connection with the reports that we are licensed to provide. top of this FSG or by emailing - [email protected]

BDO Corporate Finance (East Coast) Pty Ltd ABN 70 050 038 170 AFS Licence No. 247 420 is a member of a national association of independent entities which are all members of BDO Australia Ltd ABN 77 050 110 275, an Australian company limited by guarantee. BDO Corporate Finance (East Coast) Pty Ltd and BDO Australia Ltd are members of BDO International Ltd, a UK company limited by guarantee, and form part of the international BDO network of independent member firms. Liability limited by a scheme approved under Professional Standards Legislation.

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11. INDEPENDENT GEOLOGIST'S REPORT

Global Resources & Infrastructure Pty Ltd

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Independent Geologist’s Report

Prepared for Chaucer Energy Limited

Global Resources & Infrastructure Pty Ltd

This Independent Geologist’s Report (IGR) has been prepared at the request of the Directors of Chaucer Energy Limited (Chaucer Energy). The IGR’s purpose is to provide an Independent Consulting Geologist’s assessment of the technical aspects of Chaucer Energy’s exploration tenements located in Chile, South America. Chaucer Energy has requested the Report to form part of a Prospectus to be lodged by Chaucer Energy with the Australian Securities and Investments Commission (“ASIC”) for an Initial Public Offering (IPO) of shares. This report, prepared by Global Resources & Infrastructure Pty Ltd (GRI), has been based on technical material and management reports made available by Chaucer Energy, technical reports provided by consultant technical firms and by the owners of certain proprietary information. Additionally, any publicly available information and reviews of other projects of this type elsewhere in the world were reviewed. The Report has been completed in accordance with the terms and conditions described herein and set forth in our agreement with Chaucer Energy.

26 October 2020

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IMPORTANT INFORMATION ABOUT THIS DOCUMENT

1. Purpose of Report  This report has been produced by or on behalf of Global Resources & Infrastructure Pty Ltd (GRI) for inclusion in the Prospectus to be issued by Chaucer Energy Limited (Chaucer Energy or the Company) in connection with an initial public offering (IPO) of securities in the Company and the proposed admission of the Company to the Official List of the Australian Securities Exchange (ASX) through quotation of its shares. GRI was commissioned by Chaucer Energy to prepare an independent technical review of 3 areas of Coal Concessions that it holds, which are wholly owned by its operating subsidiaries Chaucer Energy Chiloé SpA, Chaucer Energy Valdivia SpA and Chaucer Energy Riesco SpA.  GRI has conducted its review in accordance with the requirements of the Australian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves, prepared by the Joint Ore Reserve Committee of the Australasian Institute of Mining and Metallurgy, Australian Institute of Geoscientists and Minerals Council of Australia (JORC) – Effective December 2012 (the JORC Code).  This report is provided to Chaucer Energy in connection with the proposed IPO and should not be used or relied upon for any other purpose. This report does not constitute an audit.

2. Use of Report The Company’s use and disclosure of this report is subject to the terms and conditions under which GRI prepared the report.

3. Notice to Third Parties GRI prepared this report for the Company for inclusion in its Prospectus and in connection with the proposed IPO. However, GRI notes that it has prepared this report having regard to the particular needs and interests of the Company, and in accordance with the Company’s instructions. It did not draft this report having regard to any other person’s particular needs or interests. Your needs and interests may be distinctly different to the Company’s needs and interests, and the report may not be sufficient, fit or appropriate for your purposes.

4. Inputs, subsequent changes and no duty to update

 GRI has created this report using data and information provided by or on behalf of the Company (and the Company’s agents and contractors). The opinions stated herein are given in good faith. GRI has exercised all due care in reviewing the supplied information and believes that the information and data supplied to it are factual and correct and the interpretations are reasonable. GRI has independently analysed the data of Chaucer Energy and its Chilean subsidiaries, but the accuracy of the conclusions of the review largely relies on the accuracy of the supplied data. Unless specifically stated otherwise, GRI has not independently verified that data and information. GRI accepts no liability for the accuracy or completeness of that data and information, even if that data and information has been incorporated into or relied upon in creating this report (or parts of it).  The conclusions and opinions contained in this report apply as at the date of the report. Events (including changes to any of the data and information that GRI used in preparing the report) may have occurred since that date which may impact on those conclusions and opinions and make them unreliable. GRI is under no duty to update the report upon the occurrence of any such event, though it reserves the right to do so.

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5. Mining Unknown Factors The ability of any person to achieve forward-looking production and economic targets is dependent on numerous factors that are beyond GRI’s control and that GRI cannot anticipate. These factors include, but are not limited to, site-specific ISG processes and geological conditions, management and personnel capabilities, availability of funding to properly operate and capitalize the operation, variations in cost elements and market conditions, developing and operating the ISG projects in an efficient manner, unforeseen changes in legislation and new industry developments. Any of these factors may substantially alter the performance of any mining operation.

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CONTENTS

Executive Summary ...... 74

1. Introduction ...... 75 1.1 Overview ...... 75 1.2 Statement ...... 77 1.3 Method ...... 77 1.4 Proposed Exploration and Development Expenditure ...... 78

2. Chilean Coal Deposition ...... 79

3. Chilean Coal Mining History ...... 81 3.1 19th Century ...... 82 3.2 20th Century ...... 82 3.3 21st Century ...... 82 3.4 Chile’s Current Coal Industry ...... 83 3.5 Mulpun ISG Project ...... 83

4. ISG Coal Seam Selection ...... 84 4.1 Stratigraphy ...... 84 4.2 Coal Properties ...... 85 4.3 Comments ...... 85

5. Chilean Coal Geology and Host Basins ...... 86 5.1 Arauco Basin ...... 86 5.2 Valdivia Basin ...... 87 5.2.1 Coal Formation – Estratos de Pupunahue ...... 87 5.3 Osorno – Llanquihue Basin ...... 89 5.3.1 Osorno Sub basin ...... 89 5.3.2 Llanquihue Sub basin ...... 89 5.3.3 Puerto Montt - Reloncaví Sub basin ...... 89 5.4 Chiloe Basin ...... 90 5.4.1 Parga Formation ...... 90 5.5 Magallan Basin ...... 93 5.5.1 Loreto Formation (Oligocene) ...... 93 5.5.2 El Salto & Filaret Formation ...... 93 5.6 Coal Depositional Environment and Generic Exploration Model ...... 95

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6. Selection of Concession Areas ...... 96 6.1 Preliminary Basin Review ...... 96 6.2 Maullin Concession ...... 97 6.3 Rio Perez / Isla Riesco Concessions ...... 103

7. Proposed Exploration Drilling ...... 105

8. JORC Compliance Statement ...... 107 8.1 Independent Geologist’s Report ...... 107

9. Site Visit ...... 108

10. General ...... 109 10.1 Qualifications ...... 109 10.2 Fees ...... 109 10.3 Compliance ...... 109 10.4 Declaration ...... 109 10.5 Indemnity ...... 109 10.6 Consent...... 110 10.7 Limitation ...... 110 10.8 Factual and Confidentiality Review ...... 110 11. Sources of Information ...... 111

ANNEXURE 1 ...... 113 ANNEXURE 2 ………………………………………………………………………………………………..114

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EXECUTIVE SUMMARY This report has been prepared for Chaucer Energy to document the coal mining history in Chile and to assess the potential of known coal basins for hosting deposits suitable for application of the ISG process to produce a syngas suitable for power generation or conversion to chemical products. The coal parameters applied for this purpose were – coal seam thickness between 4 – 10 m, potential resource > 50 Mt and depth of ~ 200 m. Available evidence suggests that coal quality, while variable between locations, is not likely to negatively impact on the application of the ISG technology.

The coal basin review led to a focus on the Valdivia-Osorno and the Magallan Basins as the most likely sources for ISG coal deposits. The data utilised for this review came from the following evidential facts: coal outcrops, previously drilled oil and gas wells, seismic records, gravimetric and magnetics data and past basin depositional history analyses – whether marine or continental – as it affects seam thickness.

Three areas of interest have been identified as likely to meet ISG project requirements, both in relation to the coal deposit itself, and to the potential use for the production of gas. These are:

▪ The area south of Maullin near Puerto Montt, which has been selected on the basis of two oil and gas wells drilled 11km apart that reported 7m of coal (Maullin-1) and 3m of coal (Carrion-1) respectively, gravimetric data showing a lagoon formation south of Maullin-1, and outcrops of coal to the north of this area confirming the existence of coal in the basin. The formation of this basin also has similar geological features to the Mulpun deposit near Valdivia to the north, for which Antofagasta Minerals (AMSA) has established a JORC coal resource exceeding 100Mt. Chaucer Energy has applied for and been granted concessions of 4,100 Ha over the Maullin area, and a drilling program has been recommended to establish a suitable resource as a basis for project development.

▪ Two areas in the Magallan Basin covering Rio Perez and Isla Riesco, separated by the Skyring Fjord. These two areas form part of the same north-south trending structure, which have been confirmed to host significant coal deposits, including the Invierno open cut mine that is currently in operation. Extensive evidence from current and past mining operations, past drill data, coal outcrops and seismic profiles have been used to establish the pattern of structural folding, which locates the areas of deeper coal suitable for ISG, rather than open pit coal development. Chaucer Energy has applied for and been granted areas of 8,200 Ha (Rio Perez) and 6,900 Ha (Isla Riesco).

The work undertaken for this report confirms that there are a number of areas where coal resources potentially exist that could be suitable for the application of the ISG process. While the evidence for this conclusion is based on a range of existing data and information, confirmation of resource size and continuity must be established by appropriate drilling programs. No JORC compliant Resource currently exists on any of these areas. The successful JORC resource established by AMSA for its Mulpun project provides confidence that a similar result could be achieved in one or more of the areas selected above, given the range of supporting data used in their selection.

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1. INTRODUCTION

1.1 OVERVIEW Global Resources & Infrastructure Pty Ltd (GRI) has been engaged by Chaucer Energy Limited (Chaucer Energy or the Company) to undertake an independent technical review of 3 areas of Coal Concessions that it holds in southern Chile, which are wholly owned by its operating subsidiaries Chaucer Energy Chiloé SpA, Chaucer Energy Valdivia SpA, and Chaucer Energy Riesco SpA. The prospects are all located in the well- known coal basins of southern Chile and the current status of each of these Concessions is summarised in Table 1 below and described in detail in the Independent Legal Report in Section 12 of the Company’s Prospectus.

Table 1: – Coal Concession Holdings and Status (at 22 October 2020)

Holder Project Area Concessions Concession Status (Ha) Name

Chaucer Energy Maullin 4,100 14 Maullin 1 - 14 Granted and Chiloé SpA registered.

Chaucer Energy Rio Pérez 8,200 28 Imperial 1 - 28 Granted and Valdivia SpA registered.

Chaucer Energy Isla Riesco 6,900 23 Riesco 1 - 23 Granted and Riesco SpA registered.

Chaucer Energy plans to exploit suitable coal deposits via a process known as In Situ Gasification (“ISG”) and utilize the produced gas as the feedstock for energy developments such as for heating and for electricity generation. Additional uses identified would be for the production of chemicals such as urea, methanol, etc. An explanation of the ISG process is to be found in Section 6 of the Company’s Prospectus. For its initial project, the Company proposes to construct a commercial size power plant fuelled by gas produced by applying the ISG process to a suitable coal deposit. The plant would be built in a series of stages, commencing with an initial 3MW of power generation, to be expanded in modular form over a number of years. The Maullin area is the preferred location for this project, and will be the focus of the initial exploration budget. Chaucer Energy identified Chile as a prospective ISG jurisdiction based on its coal production history and extensive exploration data that included coal and oil and gas from the mid-1970’s, thereby providing a robust base for development of ISG greenfield targeting of projects. In 2010, Antofagasta Minerals in association with Carbon Energy (ASX: CNX), considered developing an ISG project in Chile. Their coal resource, which was determined to be suitable for ISG development, was discovered as a result of a brownfield exploration programme at a known underground coal mine. Antofagasta’s initial venture validated the technical potential for ISG in Chile, but also provided permitting certainty from Local and Central governments, on the basis that approval of the Environmental Assessment for the development of a pilot plant was issued. Chaucer Energy commissioned Kura Minerals SpA to perform a high-level assessment of ISG potential in Chile. The requirements of this task were: (1) coal seam thickness was to be between 4 – 10 m; (2) potential resources > 50 Mt; and (3) depth of ~200 m. Based on these criteria the three areas shown in Table 1 have been selected that should prove appropriate for ISG development. This report has been commissioned to provide information regarding the potential resource base for potential development projects in these three areas. This strategic portfolio of potential coal resource areas (refer Figure 1) has been acquired by the company over a period of one year. Data and information quality, quantity and availability vary for each area of interest and accordingly there is uncertainty as to the ultimate volumes and quality of the potential coal resources that may exist.

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Figure 1: Chaucer Energy Concessions location map, Chile

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1.2 Statement This report has been prepared by Ian Buckingham, Managing Director of GRI and Principal Consultant. He has over 45 years’ experience as a geologist and 30 years as a project evaluator in many mining and petroleum projects. Ian Buckingham has sufficient experience which is relevant to the style of deposition, 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 Mineral Resources and Ore Reserves, and the 2015 edition of the VALMIN Code. Ian Buckingham is signing off as the Competent Person for this report. He consents to the inclusion in the report of the matters based on this information in the form and context in which it appears. GLOBAL RESOURCES & INFRASTRUCTURE PTY LTD

IAN BUCKINGHAM Managing Director FRMIT (Geology), BAppSc (Applied Geology), MBA, FAusIMM, MAAPG, MEMD, MPESA. Ian Buckingham and GRI are entirely independent of Chaucer Energy, and have not worked for the Company, nor its owners and directors, for a period of greater than 2 years. Ian Buckingham confirms that he has complied with the requirements of ASIC Regulatory Guide 112 “Independence of Experts” and the VALMIN Code. GRI’s fee for this project has been charged at an agreed price subject to the Terms and Conditions of its agreement with the Company. Neither GRI nor Ian Buckingham have received any other benefit in connection with this report. 1.3 Method A number of sources were accessed to compile this report. Tenement status was confirmed from the research work undertaken by Chaucer Energy’s Chilean based legal advisers, Valdivieso, Gutierrez and Manriques and presented in the Independent Legal Report in Section 12 of the Company’s Prospectus. A brief summary of previous exploration and the geological setting for the coal concessions was obtained from Chaucer Energy and its consultants Kura Minerals SpA (Kura). Copies of Company Reports on the concession’s areas were obtained from Kura. The list of available reports was compiled by Kura and checked by GRI to ensure no relevant data has been overlooked. This review by GRI of these reports allowed verification of data obtained from Kura. Section 11 lists the reports reviewed. GRI questioned Chaucer Energy and Kura to confirm the status of restricted or unavailable land over the tenements. However, GRI is not qualified to comment as to the status of Concessions with respect to environmental considerations, and therefore have made no attempt to verify statements by the Company or Kura as to the status of environmental or historic protection conditions. All figures within this report have been compiled from information obtained from Kura and the Company or from company reports or consultants’ reports obtained by GRI. Some discussions have been held on technical and tenure aspects of the tenements with Chaucer Energy directors and personnel. Details and proposed expenditure for the planned exploration programs have been obtained from Chaucer Energy. No discussions on GRI’s opinions or conclusions have been entered into with Chaucer Energy’s directors or personnel.

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1.4 Proposed Exploration and Development Expenditure Chaucer Energy has drawn up a budgeted exploration expenditure for the first two years of the concessions (Table 2), focused on the Maullin Project Area. The exploration program is discussed in Section 7 of this report. The proposed expenditure is a maximum that would apply should exploration in the area be successful. At present it is impossible to state what the total expenditure would be however Chaucer Energy has developed exploration strategies for various levels of funding. Exploration will be funded by the current shareholders of Chaucer Energy and by the IPO. Should additional funds above the minimum be available, management has the option of additional exploration expenditure on the Perez/Riesco concession areas, or undertaking preliminary site work on the Maullin Project area

Table 2: Proposed Exploration and Development Expenditure in First 2 years (minimum funding - $4.5m)

ITEM Year 1 Year 2

Resource drilling Maullin 740,000 0 Prelim. Drilling Perez/Riesco and 60,000 380,000 concession payments Site Characterisation Maullin 680,000 0

Environmental Evaluation 150,000 0

Total 1,630,000 380,000

The Exploration Program for Maullin referred to in this report is based on low-level technical assessments, and is insufficient to support an estimation of Coal Resources, to formulate a production target, to provide assurance of an economic development case at this stage, or to provide certainty that the quantum of the planned development will be realised. This report does not provide opinions on JORC-compliant Resources or Reserves, except to suggest the stages and expenditure required to establish such resources within the Company's project areas.

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2. CHILEAN COAL DEPOSITION Three distinct geologic periods of coal deposition are recognised in Chile. These occur in (1) Triassic; (2) Palaeocene – Eocene; and (3) Oligocene – Miocene. The Triassic coals are characterized by isolated occurrences of anthracite, which have been occasionally and rudimentarily exploited by artisan miners. The Paleocene – Eocene period is characterized by bituminous coals in the Concepción – Arauco region, which were exploited continuously through the years 1852 to 1997. Historically, these coal mines have been the main energy resources of Chile. The third period of coal deposition occurred during the Oligocene – Miocene, its coals are characterized by a broad distribution of sub-bituminous coals that are located between Topocalma (34°S) and Magallanes (54°S) (Figure 2). They differ from the two earlier periods of coal deposition by their lower sulphur content and thicker coal seams (Helle S., 1997). After an initial technical assessment, Chaucer Energy decided to analyse in more detail the Paleocene – Eocene and Oligocene – Miocene period coals, as they are potentially of greater size, and has chosen to ignore the Triassic period coals due to their discrete coal occurrences.

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Figure 2: Map showing coal mining districts in Chile

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3. CHILEAN COAL MINING HISTORY The first registered evidence of coal was made by Pedro Sarmiento de Gamboa in 1584, committed to the Spanish colonization of Magallan Channel, in a letter written to King Felipe II, describing a “black stone” that burns like oil for long time and is better than the French coal”.

Figure 3: Oligocene – Miocene Coal Basins The historic long-term and active Chilean coal mining district of Lota – Coronel was continuously active between 1852 and 1997. As such it played a key role in the country’s industrialization as the copper sulphides

81 SECTION 11 | INDEPENDENT GEOLOGIST’S REPORT that were mined in the northern regions of Chile were transported by ship to the south to be melted. The coal industry’s decline started in the 1980’s, when better quality coal imports from Australia, Canada and Colombia took over the market. In the heydays, Lota employed more than 12,000 miners and its production accounted for an average of 1.2 Mt per year for more than 20 years. The Concepción – Arauco basins historically produced the most coal, but the Oligocene – Miocene aged basins contain the largest coal deposits (Alfaro, 2019). These basins are located between latitudes 39°S and 54°S and from north to south are Valdivia, Pucatrihue, Osorno – Llanquihue, Chiloe and Magallanes (Figure 3).

3.1 19TH CENTURY For all of these basins there is recorded evidence of coal exploitation beginning in the 19th Century. For example, in Parga – Llanquihue Province, which includes the area containing Chaucer Energy’s Maullin concessions, coal operations date from 1871 and describe coal exploitation by steam machines and a 3 km rail to port that was established to feed the demands of coal-based steamships. The colonization by immigrant Germans also played a significant role for coal exploration, performing the first rudimentary drill holes in order to test coal seam continuity. Most of this work was executed in what nowadays is called the Catamutun District (Huequecura, San Pedro, Antigual and Bandurrias) in the Osorno sub-basin, but also around Riachuelo - Huilma in the Llanquihue sub-basin (Alfaro G. , 2018). At the same time, during the second half of the 19th Century, Magallanes settlement occurred, with the consequent development of coal mining ventures in order to satisfy heating and blacksmith necessities and later for feeding vapor ships traveling to Europe. The peak of this period happened just before the opening of the Panama channel in 1914 (Alfaro G. , 2018). The main coal mine during this time was Loreto mine, from where the Loreto Formation was named referring to its coal content. Two of Chaucer Energy’s concession areas – Rio Perez and Isla Riesco – are to be found in this region.

3.2 20th Century The 20th Century is by far the more active for the coal industry in Chile. Arauco – Concepcion hit its production peak of 2Mt coal per year. While in Magallanes, the Loreto mine reached its maximum production capacity forcing the development of another coal district, Isla Riesco, provoking a coal boom during the early 1940’s, which was mainly driven by increased demand from Argentina. Since 1950 a slow-motion coal industry period followed for about 30 years. At that time, several wells started gas production and government subsidies to the oil & gas industry were established. It was not until 1987 that coal production in Magallanes recommenced when the Pecket Mine commenced open pit production, reaching a production rate of 1.3 Mt/yr coal (Martinic, 2004). Pecket’s coal was shipped to northern Chile to supply coal- fired power plants. In the Valdivia – Osorno – Llanquihue region, coal exploitation continued in the Catamutun mine, operated by the Catamutun company, which performed most of the exploration work in the area. At the beginning of the 1970’s, ENAP (Empresa Nacional del Petroleo), the Chilean state-owned oil and gas company, undertook and completed field geology and geophysics (seismic lines and gravimetry) and drilled several oil & gas wells. Although the work was based on oil & gas exploration techniques, the information and results obtained have been crucial for developing a better understanding of the basin and improved the targeting of the coal formations. In 1985 the Catamutun company started an aggressive exploration program aiming to discover new coal resources in the Valdivia basin, given the coal shortage of Catamutun Mine and the buoyant coal market at this moment. As a result, the old Mulpun – Pupunahue coal district, was upgraded in reserves based on drilling, defining resources > 50Mt, keeping the company alive. Many other small mines were also in production during this time, Parga – nearby Maullin area, among others.

3.3 21ST CENTURY During the 21st Century, the coal industry in Chile shifted towards more technological exploitation methods. For example, during 2000’s ENAP assessed Coal Bed Methane (CBM) potential in some of the coal seams observed in oil & gas wells drilled in the Magallan basin. Similarly, Layne Energy drilled 7 holes between Arauco and Lebu aiming to develop a CBM project. Subsequently, between 2009 and 2012, Antofagasta

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Minerals in association with Carbon Energy, advanced the Mulpun coal deposit towards a 9MW ISG pilot plant pre-feasibility study. Notwithstanding these companies’ activities, other companies, such as South West, Tigers Realm Minerals, ICV and BHP considered coal exploration for open pit mining in the Magallan basin. BHP undertook coal exploration activities around Llanura de Diana, and such was the coal rush during the early 2000’s that a company called Eclipse staked ground over the Skyring Fjord. Since 2003, Isla Riesco has been receiving strong attention based on the large coal deposits established there from previous drilling.

3.4 CHILE’S CURRENT COAL INDUSTRY Currently, the only active coal operation is Mina Invierno, located in Riesco Island – Magallanes region. It has been active since 2013, producing a sub-bituminous coal (4,100kcal/kg and 0.3%S), which is shipped to central and northern Chile for coal-fired power plants. They have environmental permits enabling the total extraction of 73Mt of coal at a rate of 6Mt annual production. Mina Invierno is aiming to contribute to Chile’s energy independence by contributing a third of the total domestic coal market, which is today imported from Colombia, Australia and Indonesia. Mina Invierno Company has stated that in the future it could use coal as a raw material for syngas production (Mina Invierno, 2019).

3.5 MULPUN ISG PROJECT The Mulpun ISG project was generated by the interest of Antofagasta Minerals (AMSA) in seeking alternative energy sources following the reduction of its gas supply by Argentinian Gas from 2006 to 2008. In December 2009, AMSA signed a Joint Venture agreement with the Australian listed company Carbon Energy that was progressing an ISG project in Queensland. Progressive development of the Joint Venture is documented in that Company’s announcements to the Australian Securities Exchange (ASX Code: CNX). The Joint Venture, in September 2010, was granted environmental approval for a demonstration project, as the first stage of an ultimate project plan to use the produced gas to generate 250MW of electricity. Based on data from more than 50 drillholes, Carbon Energy in June 2011, announced a JORC Resource estimate for coal deeper than 200m of 103Mt of coal at a 2-metre coal seam thickness cut-off (Measured: 26Mt, Indicated: 37Mt, Inferred: 40Mt). However, by the middle of 2012, progress was halted as commercial discussions were held on the future development of the project. In February 2013, Carbon Energy announced the signing of a new MOU giving Carbon Energy the option to buy the Mulpun project subject to it acquiring funding by 2014. Despite extensions of this deadline, no financing was achieved, and the demonstration project lapsed. Following enquiries to Antofagasta Minerals by Chaucer Energy, the Company concluded that access to this deposit could not be achieved.

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4. ISG COAL SEAM SELECTION

4.1 STRATIGRAPHY There are a number of site-specific technical factors that are important in using the ISG process on a particular coal resource, these include the geology and properties of the coal seam, the overburden thickness and properties, the location of the groundwater table, and most importantly the permeability of the coal and overburden to flows of both air and water. While each of these factors is individually important, it is the overall appraisal of the many technical aspects of a site that governs its suitability. Commercial factors such as the size of the coal resource and the market for syngas are also critical to project development. For a coal-bearing area that may be of interest for developing an ISG project, few of these factors may have data available that can be used as a basis for selecting a potential project site, hence exercise of judgement and use of past experience are necessary, together with the analysis of any existing evidence, such as old drill logs, mining history, seismic profiling and surface outcrops. Key issues involved include: • The coal seam should be of sufficient thickness to ensure an efficient gasification process - greater than 3.5m to 4m for example; • The coal seam depth should be sufficient to ensure that breakout of gas at the surface is avoided. Typically, this might involve a seam depth (below any near surface permeable alluvium) to seam thickness greater than x15 for example; • Deep permeable aquifer systems just above or below the coal seam should be avoided for technical reasons; • Nearby areas where deep aquifers are used for drinking water by local communities should also be avoided; • The potential resource size should fit with the aims of a proposed project; • An indication of the range of coal thicknesses and depths, and the composition of gas previously produced from ISG operations, is included in Table 3 below.

Table 3: ISG Project Parameters

ISG Plant Rank Thickness Depth Dip LHV (m) (m) (Deg) (Mj/kg) Lisichansk Bituminous 0.44 – 2.0 60 – 250 38 – 60 20.1 – 23.0 Yuzhno-Abinsk Bituminous 2.2 – 9.0 130 – 380 35 – 58 28.9 – 30.7 Podmoskovnaya Lignite 2.5 30 – 80 <1 11.8 Angren Lignite 3.0 – 24.0 110 – 250 7 15.3 Shatskaya Lignite 2.6 30 – 60 <1 11.0 Sinelnikovo Lignite 3.5 – 6.0 80 <1 8.0 Chinchilla Sub-bituminous 10.0 135 <1 21.7 Majuba Bituminous 3.5 – 4.5 285 3 20.3 Kingaroy Sub-bituminous 17.0 200 5 23.5 Huntly West Bituminous 4.0 – 22.0 220 - 540 0 – 75 24.5 CC Alberta Sub-bituminous 7.0 150 - 260 6 20.5 – 23.0 Lignite/Sub- Alaska SHR 1.0 – 12.0 50 – 1,650 0 – 75 11.0 – 16.5 Bituminous

The majority of the experience used to determine the potential for ISG comes from the Former Soviet Union (“FSU”) as a result of the long period during which they operated the technology. Additional data comes from tests undertaken subsequently in the US, South Africa and Australia.

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4.2 COAL PROPERTIES An indication of the coal properties that can successfully be utilised for application of the ISG process can again be gained by reference to experience in the FSU. Table 4 below is taken from Dorsey (1976) and confirms that coals of variable thickness and from lignites to bituminous coals can produce gas of a useable quality. Table 4: ISG Coal Parameters

Coal CV Gas CV Location Coal Type Depth Seam (t) (kcal/kg) (Kcal/m3)

Angren Brown 150m 9.0m 3650 800

Lisichansk Hard 350m 0.8m 5800 850

Yuzhno-Abinsk Hard 130m 3.9m 5480 1020

Shatskaya Brown 40m 1.9m 2600 700

From a practical viewpoint, realistic (but not rigid) guidelines that might be used to screen coal properties for selection might be:

• Sum of moisture content and ash not greater than 50-55%

• Calorific value on an as-received basis greater than 3500 kcal/kg

4.3 COMMENTS Apart from the general stratigraphy and properties governing the coal seam, additional factors to be considered in selection of a site for ISG operations include: • Structural faults which might disrupt the continuity of the coal seam • Geotechnical properties of the overlying rocks as they may affect roof collapse into the cavity and propagation of cracks towards the surface • Permeability of both the coal seam and the surrounding rocks – a ratio of at least 10 to 1 for permeability of the coal to surrounding rocks is needed to provide a relatively impermeable seal for gases generated in the cavity • Definition of aquifer systems in the stratigraphic profile, their permeability and chemical composition • Definition of the regional hydrogeological regime • Potential anisotropy of permeability of the coal seam due to the existence of cleat structures • Potential earthquake impacts. Data covering these and other factors are unlikely to be available at the time of selection of a specific potential project location and must be properly evaluated by a detailed site characterisation program before a project go-ahead decision is made.

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5. CHILEAN COAL GEOLOGY AND HOST BASINS The preferred Oligocene – Miocene Coal basins to be described, analysed and finally recommended for ISG potential are from north to south; Arauco – Concepcion, Valdivia, Osorno – Llanquihue, Chiloe and Magallanes (Figure 3). From these basins, just Osorno – Llanquihue is in the Intermediate Depression, and all the others are located over the continental platform, with most of their extensions off-shore (Sara Elgueta, 2000). Sulphur and boron content in coal suggest different grades of marine influence (Helle S., 1997). The Pecket mine in Magallanes is quite low in sulphur, same as Mulpun and Parga, while Catamutun Mine and Arauco basin coals have higher S values. The significance of low sulphur levels is discussed later in this report.

5.1 ARAUCO BASIN The Arauco – Concepción basin covers an area of 3,000km2 and extends from south to north from Los Alamos town (Trihueco coal mine) to Coronel city. Most of the basin lies offshore and is located below the Arauco Gulf (Figure 4). There are several old coal mines located in the basin, such as Andalién mines, Lebu, Lota, Schwager, Los Alamos, Curanilahue, Carampangue, Lirquen, Cerro Verde, El Rosal, Cocholgue, Esperanza, Coliumo and Dichato. The seam thickness in all these deposits does not exceed 2 meters. From a geologic perspective, three coal episodes can be distinguished during the Palaeocene - Eocene period. From base to top these are; Curanilahue Formation, Lota and Colico members and Trihueco Formation, all of which are separated by important marine events.

Figure 4: Arauco Basin Geology and coal mines location

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Continuous tectonic processes affected the basins since their initial deposition, producing several marine transgressions and regressions and thus affecting the peat accumulation as a result of constant erosion and wash out. Morphologically, the coal seams followed the contemporary hydrogeographic regime. The continuous tectonic stress has generated a complex structural system, with coal seams displaced by faults. This has been a major challenge in establishing correlations among the coal occurrences of the basin, with at least 9 seams identified in the Lota member, 3 in the Colico member and 8 in the Trihueco Formation. Statistically it has been reported that in Lota there is a fault with at least 1 m displacement every 10 meters. The main fault has > 600m vertical displacement (Alfaro G. , 2018). In Lebu district, 7 coal seams occur all of which are separated by marine sediments, which in turn reflects the depositional instability of this area. All the coal occurrences from Arauco – Concepcion basin are high in sulphur. In Lebu Sulphur is >2%. After a comprehensive review of all the coal evidence from the basin, it was concluded that the area does not fulfill the technical requirements for an ISG project (Alfaro G. , 2018).

5.2 VALDIVIA BASIN Valdivia Basin covers approximately 9,000km2 and is developed mainly offshore over the continental platform, it is up to 200 m below sea level. The sedimentary fill reaches a maximum thickness of 2,500m and has been deposited over metamorphic basement. Both coal units are affected by normal faults, which have resulted in the development of grabens and hemi-grabens. Inland, near Valdivia city, a minor part of the sequence outcrops, reaching a maximum thickness of 450m and coincides with the main fluvial systems. Given the scarcity of outcrops and abundant Quaternary deposits, the basin’s exact location over the continent is unknown. This basin is separated from the southern Osorno – Llanquihue basin by basement rocks, which acted as a topographic barrier during the deposition of the coal units (Sara Elgueta, 2000) (Figure 5). Within the continental portion, the basin develops several depocentres that have been derived from elongated and narrow paleo valleys, such as San Jose de la Mariquina, Máfil, Rio San Pedro, Pupunahue and Mulpun, separated by high topography related to basement metamorphic rocks. The Mulpun valley measures 3km in length by 1 km in width and is NW-SE oriented, parallel to Pupunahue (Alfaro & Gantz, La nueva Mina de Mulpun, Valdivia, Chile., 1997). The coal bearing continental facies (Estratos de Pupunahue) occurs in the elongated paleo valleys of the Coastal Cordillera and east of the marine rocks that are associated with the coeval Santo Domingo Formation (Sara Elgueta, 2000).

5.2.1 Coal Formation – Estratos de Pupunahue This formation corresponds to a continental paralic sedimentary unit, composed of conglomerates, sandstones and mudstones with coal intercalations and was first formally described by Illies (1970) around Pupunahue and Mulpun coal mines. This unit has a variable thickness, varying from a few metres up to 530 m. It unconformably overlies metamorphic basement rocks and its roof interdigit presents net or gradational contact with the marine sedimentary rocks of Santo Domingo Formation. The strata generally present in a horizontal attitude, although dips in several different directions up to 25° are observed. In the old drill hole records from Mulpun mine the lithologies are described as being composed of fine sandstones and mudstone intercalations with fragments of gastropods, bivalves and marine micro-fossils below the coal seam, suggesting a lateral interdigitation with the base of Santo Domingo Formation (marine) (Sara Elgueta, 2000). The known old coal mines are Arrau, Millahuillin, Máfil, Pupunahue and Mulpun, and are located in the middle and upper sections of Estratos de Pupunahue. The coal seams are irregular, of variable thickness from centimeters up to 10 m and show quick lateral facies changes towards mudstones or fine-grained sandstones. Coal is sub-bituminous and with low Sulphur contents (0.4%). Based on similar facies, age and fossil flora and fauna content, it can be correlated with the coal units seen at Catamutun mine (Sara Elgueta, 2000).

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Figure 5: Valdivia to Puerto Montt area, showing basin boundaries and available data for coal targeting

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5.3 OSORNO – LLANQUIHUE BASIN This basin has a north – south elongated axis along the Intermediate Depression between 40°05’ and 41°15’S, covering an area of 15,000km2 (Figure 5). It has an asymmetric configuration with the deepest depocenter located towards the east, near to Puerto Montt City. It can be divided in four sub-basins or depocentres, separated by normal faults that define basement highs. From north to south these are: Osorno, Llanquihue, Los Muermos and Puerto Montt – Reloncaví.

5.3.1 Osorno Sub basin The area with better and more complete geological data is the old Catamutun coal mine, nearby La Union town. The coal seam has a variable thickness between 0.5m and 4m and presents as a centimetric tuff intercalation, which has interpreted zircon U-Pb age of 23.5 +/- 0.5 Ma, assigning an Oligocene-Miocene depositional age (Elgueta & Urqueta, 1998). 5.3.1.1 Coal Formation – correlated to Estratos de Pupunahue Based on two holes (S-C4 and S-E1), drilled by Catamutun company at the coal mine and Santa Elisa area, a detailed stratigraphic sequence was defined, which is representative of the northern portion of this sub-basin. The basal 75 meters consist of micaceous and coal bearing mudstones with fossil leaves and roots, with sandstone intercalations and thin coal seams. In the upper segment of this section are two coal seams separated by a centimetric tonstein. These coal seams reach 4 meters thickness at the San Pedro – Catamutun mine. Elgueta (2000) correlates this unit with Estratos de Pupunahue, described for the Valdivia basin. The coal bearing facies represents a fluvial – estuarine depositional environment (Sara Elgueta, 2000).

5.3.2 Llanquihue Sub basin Llanquihue sub basin also hosts coal deposits, which were exploited at small scale at the beginning of the 20th Century. Riachuelo – Huilma mine, on the northern section of the basin, and Rio Blanco, Los Leones and Los Piques on the south west portion of the basin, west of Fresia town (Fenner & Sylvester, 1936). Huilma mine was operated during the 1940’s for train fuel. It contains a 2.2m coal seam with at least 5 more seams at depth. The coal quality is also sub-bituminous. Antofagasta minerals drilled this area in 2010 looking for ISG potential.

5.3.2.1 Cheuquemó Formation The coal facies are situated in the upper section of the Cheuquemó Formation and are composed of sandstones, carbonaceous mudstones and small intercalations of coal seams. There are also seams of volcanic tuffs. The coal seams are very irregular and lenticular, contain clays and vary in thickness from centimeters up to 10 meters. The facies association represents a fluvial-estuarine depositional environment, like the Valdivia basin and Osorno sub basin, as it is seen to contain marine fossils which are interbedded along some of the coal seams (Sara Elgueta, 2000). The accuracy of the reported 10 m thick coal seam, as stated by Elgueta (2000) is disputed and may be the result of a possible typographical error. Elgueta first describes generically the coal seams as small, but then mentioned a thickness up to 10m, which in all probability Elgueta was meaning that the seam was 1.0m in thickness. There is no additional data, besides this paragraph, to support a 10m coal seam in the Llanquihue sub basin.

5.3.3 Puerto Montt - Reloncaví Sub basin This is the most easterly located from the group and has a north-south elongated axis. It covers an area greater than 3,500km2. Its southern limit is unknown, but it is probably transitional towards the Chiloe basin (refer Figure 5). Despite being the depocenter with a larger extension and the thickest sedimentary fill among those in the Osorno-Llanquihue basin, it is the least understood given the absence of outcrops and minimal data. There is just one oil and gas well, drilled by ENAP and is dominantly based on seismic interpretations and corresponds to an asymmetric graben, deepening progressively towards the southeast.

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5.4 CHILOE BASIN Chiloe basin is poorly known and much larger than those previously discussed. It mainly extends offshore, between 41°S and 46°40’S and covers >40,000km2 of continental platform. Its oriented north-south, parallel to the current coastline. A NW-SE fault on the north eastern margin limits its position against the Los Muermos basement high that separates it from the eastward adjacent Osorno-Llanquihue basin (Figure 5). Its sedimentary fill reaches more than 3,000m deep (Sara Elgueta, 2000). Two holes drilled by ENAP (Carrion 1 and Maullin 1), located onshore and south of Maullin Bay, intercepted a sedimentary sequence 750m thick, which was correlated with Parga Formation (Flores, 1976), and is characterized by three sequences of 150m – 300m in thickness, all with important marine influences and with coal horizons. The oldest outcropping rocks in the basin are those of the Parga Formation. Based on their stratigraphic relations and fossil contents it has been assigned an Upper Oligocene-Middle Miocene age. The sub-horizontal Pliocene aged strata that outcrops on the coastal cliffs and discordantly overlies the Parga Formation has been named the Caleta Godoy Formation (Valenzuela, 1982). The best outcrops of the Parga Formation are located at the Parga fish village, located about 25km north of Maullin and follows a NW-SE strike for 1.5km along the beach and exhibits variable dips up to 20° (Alfaro & Cisternas, Secuencia carbonífera de Parga (Llanquihue, Chile): nuevos antecedentes, 1991). This unit unconformably overlies the metamorphic basement and is defined by an erosional surface. There are at least four sub-bituminous coal seams, with the thickest seam reaching 2.3m and are distributed geographically in two different districts and show different chemistries and morphologies. The coal seams nearest the coast (Galileo) do not exceed 1.2m in thickness but occur as multi seams, while the one observed 3km inland from the coast presents as a thickness up to 2.3m (Juancho and Carcamo) (Alfaro G. , 2018). A N45°W fault system controls the block tectonics and is reflected in the topography and magnetic curves (Sernageomin, 1980). Based on the presence of the palynology association of Araucaria - Nothofagus – Podocarpus observed in the coal seams and compared with similar taphoflora observed in southern Chile (Cura-Mallín, Pupunahue and Catamutún), the Parga Formation has been assigned to the Oligocene-Miocene period (Torres, Palma-Held, & Alfaro, 2000). The presence of marine fauna observed in Carrión 1 ENAP hole, restricted the minimum age to the Middle Miocene period. Parga Formation correlates towards the north with the Chauquemó and Santo Domingo Formation from the Osorno-Llanquihue basin (Sara Elgueta, 2000).

5.4.1 Parga Formation The interest in Parga comes after finding old literature describing coal operations from year 1871 and reporting coal exploitation by steam machines and a 3 km rail to port to enable coal to be supplied to coal-fired steam ships, being the nearest of today´s accessible coal evidence available for the Maullin project. Parga coal district is located at about 25km north from Chaucer Energy's Maullin concessions and consists of several coal outcrops which have been identified into two areas; i) Galileo beach and ii) Juancho – Carcamo. The Galileo beach area is characterized by 1.5km long NW – SE / 20°E coal trend. (Alfaro & Cisternas, Secuencia carbonífera de Parga (Llanquihue, Chile): nuevos antecedentes, 1991). At Galileo beach a basal conglomerate composed of metamorphic rocks overlying an erosional discordance overlain by mudstone and sandstone shows large inclusions of carbonaceous matter. Abundant coal clasts are present along the beach suggesting a larger outcrop may be present (Figure 7). From base to top the Parga Formation can be divided in three sections (Figure 6) (Sara Elgueta, 2000). • Section I lies directly over the metamorphic basement and it is composed of mudstones with sandstone intercalations and thin layers of tuffs. The mudstones are generally carbonaceous with associated coal seams of less than 1m thickness. The coal seams are more abundant towards the upper half of the sequence reaching thicknesses of up to 2m; • Section II commences with very fine-grained sandstone interbedded with fossiliferous mudstones with foraminifera and gastropods. It is similar in nature to Section I, but the sandstones are thicker, coarser and contain less interbedded mudstones and tuffs. The coal seams are significant in the central and upper portion;

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• Section III includes fine-grained foraminiferous sandstones towards the base and thick packages of sandstones and thinly interbedded layers of mudstone towards the top. The top is largely eroded and covered by quaternary deposits. The outcrops from the Parga fish village – and from where coal was extracted during the 19th Century – can be shown to correlate with Section I based on their stratigraphic position and sedimentological characteristics (Sara Elgueta, 2000). The Parga Formation is interpreted to have been deposited in a littoral environment, as the material that constitutes these coal seams has been derived from coastal swamps and estuaries and associated with flooded fluvial palaeo valleys (Sara Elgueta, 2000). Palynological records indicate that at the time of deposition, the climate was characterized by temperate to cold temperatures and abundant rainfall, conditions that encouraged the development of abundant undergrowth vegetation and swampy forests (Torres, Palma-Held, & Alfaro, 2000). Ocean transgressions, possibly resulting from tectonic subsidence in this region, resulted in several cycles of marine deposition. During these events, partial flooding of coastal areas and of the river mouth occurred, favoring peatbog development and subsequent coal formation (Sara Elgueta, 2000).

Figure 6: Parga Formation defined after Carrion-1 hole in Chiloe Basin

Note: Secuencia I, II and III in the central columns define stratigraphic changes– refer Section 5.4.1 in this Report

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Figure 7: Outcropping Parga Formation coals at Galileo Beach.

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5.5 MAGALLAN BASIN Magallan basin hosts the largest coal reserves in Chile and is mapped as being >125,000km2 in area and relatively un-deformed compared with the other basins previously discussed. From west to east the basin can be divided into three structural units, each reflecting the basin’s evolution spatially and temporally and controlling the occurrence of hydrocarbons and coal deposits (Alfaro G. , 2018). These units are shown in Figure 8 as follows: • Fold and thrust belt: defined by Jurassic, Cretaceous and Paleogene volcanic and deformed sedimentary rocks. • Depocenter: developed from the Upper Cretaceous to Paleogene, in front of the deformation strip. During the Tertiary considerable pelitic sediments with sandstone and conglomerate interbedding, and coal seams were deposited. • Springhill platform: located towards the east where the Upper Jurassic-Lower Cretaceous marine transgression deposited quartz sandstones, which constitute the main hydrocarbons reservoir of the Magallan basin. The outcropping coal sequences occur as a continuous NNW belt, dipping towards the east. The coal seams in this region are associated with the Loreto Formation, but elsewhere may also be called the El Salto-Filaret Formation. This outcropping belt of coal seams can be distinguished as an arc running from the Tierra del Fuego-Punta Prat (old mine) to the northern shore of the Magallan Channel – near to Punta Arenas city and from there towards Puerto Natales and Rio Turbio in Argentina. The coal sequence dips towards the east, reaching depths >1,000m as observed in the ENAP holes. Towards the south, the sequence is seen to continue, as observed at the Punta Prat mine and towards the west, where the coal outcrops are intersected by fjords.

5.5.1 Loreto Formation (Oligocene) This fossiliferous sedimentary sequence is composed predominantly of claystones, mudstones, sandstones and conglomerates and varies in thickness from 400m - 1,300m. Two main coal seams are contained within the section with the upper seam seen to be more widespread, thicker and containing better-quality coals. It outcrops along a NNW strip, east of, and parallel to, the fold and thrust belt, with thickness variations of between 1m (Pecket Mine) and 17m (Riesco Island) being observed. A system of anticlines – synclines affects the sequence, as have been defined by several abandoned mining operations, which from south to north are: (i) Lynch district near to Punta Arenas city, (ii) Brunswick Peninsula with Loreto, Tres Puentes, Vulcano, Pecket and Sara Mines, (iii) Riesco Island with Invierno, Elena, Josefina and Tres Hermanos Mines and (iv) Sierra Dorotea, nearby Puerto Natales with La Chilenita and Dortea Mine. The Rio Turbio Mine in Argentina, located just on the other side of Dorotea, corresponds to the northern extension of the Loreto coal Formation (Alfaro G. , 2018). At all of these locations the upper coal seam is seen to be overlain by a massive claystone that changes lithology to a sandstone a couple of meters immediately above the coal, which Chaucer Energy has identified as representing ideal conditions for ISG roofing (Alfaro G. , 2018).

5.5.2 El Salto & Filaret Formation There are massive volumes of what historically has been called “lignite” deposits by the oil and gas industry that correspond with the El Salto Formation that has been described on the continent and what has been called the Filaret Formation on Tierra del Fuego Island. It has been estimated that this formation could host large coal deposits (Alfaro G. , 2018). What is of interest to Chaucer Energy is that the so called El Salto “lignite” exhibits similar reflectance values (Ro = 0.45) and similar maceral composition to the Loreto Formation coals that have been observed in the ENAP holes that were drilled nearby at Skyring Fjord. Moreover, in the northern portion of Tierra del Fuego, specifically in the area around Sombrero and Manantiales, the “lignite” intercepted in Violeta’s ENAP drill hole exhibit calorific values corresponding to the sub-bituminous B ASTM classification. This coal seam was intersected at a depth of 335m and estimated by ENAP to have a variable thickness ranging between 10m to 30m (Alfaro G. , 2018). Available information suggests large coal deposits could be found in the Sombrero area as defined within an area of 70km x 100km, with a 10m thickness and 1.5 density.

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FIGURE 8: Geologic map of Magallan basin showing the main lithostratigraphic units and major structural elements. Digitized and modified from regional ENAP map (1978).

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5.6 COAL DEPOSITIONAL ENVIRONMENT AND GENERIC EXPLORATION MODEL The diagram in Figure 9 illustrates the estuarine systems generated by valley flooding, from which the different sedimentary environments can be distinguished. The lower estuarine environment is where coal formation – after peat accumulation – occurs (after Borrego et al, 1995), referred to as the Target area on Figure 9. The Mulpun Project, located in southern central Chile, 800 kilometres south of Santiago and approximately 200 kilometres north east of the Maullin Project area and owned by Antofagasta Minerals S.A. has been interpreted as a paleo-estuarine environment, similar in nature and geographically coincident with the current Cruces River. Similarly, the Maullin area has been described by Elgueta as an Estuarine depositional environment (Sara Elgueta, 2000).

Target area

Figure 9: Estuarine depositional environment (after Borrega et al, 1995).. Peat accumulation occurs at the lower segment at minimal slopes – the Target area.

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6. SELECTION OF CONCESSION AREAS 6.1 PRELIMINARY BASIN REVIEW Chaucer Energy’s coal exploration strategic parameters suitable for an ISG project were defined as: ▪ coal seam thickness between 4m – 10m; ▪ potential resources >50Mt; and ▪ coal seam depth of ~200m. In selecting prospective ISG areas, supporting empirical evidence is essential, which means that geology is the first consideration (i.e., coal seams must be present and that a relatively benign tectonic environment should have prevailed); geophysics is the next consideration, which usually takes the form of seismic recordings, magnetometer and gravimetry surveys) and chemistry is then used as a tertiary tool for assessing depositional environments and providing interpretations. Chaucer Energy reviewed the available data and in the absence of any empirical evidence suggesting coal seams >4m thick were likely to be present or there were strong geophysical signatures suggesting the same, any area that displayed a preponderance of thin, multi-seam coals with sulphur contents >1% were eliminated. The logic supporting this elimination process is that these coals were more likely to have been deposited in an environment associated with the marine–paralic transition zone, a zone where there would have been a greater influence from marine transgressions that produce stronger erosion, that thinner coal seams would have developed, that they would have higher sulphur contents and as they represent higher energy regimes then gravel deposition would result. The deposition of thicker coal seams is representative of paralic–continental zones of deposition. For in this environment conditions are more quiescent thereby allowing greater accumulation and the development of thicker peat deposition over a longer period of time and lower sulphur contents. The final filter used in the selection process was to examine those areas of technical interest to determine whether they were or could be considered to contain natural, social or market environmental issues that could delay or consume considerable time or funds in developing a project. Additionally, regions of highly fertile soils or intense cultivation were avoided as they are of limited availability and thus considered to be areas having high land prices. The Company is of the opinion that greater opposition from local residents and authorities may be generated in this area, which could negatively influence the permitting approvals processes and/or lead to higher land compensation agreements. Accordingly, a potential NW extension of the Mulpun coal deposit was removed from the list of potential ISG projects.

Table 5: Elemental coal analyses for Arauco – Concepción, Valdivia-Osorno and Magallanes basins.

Basins Arauco-Concepcion Valdivia-Osorno Magallanes

Total Moisture % 3  1 24  2 23  2 % Ash (d.s.) 7  2 14  2 16  1 Calorific value (kcal/kg) 7500  200 5900  200 5800  100 % C (d.s.) 75  3 64  2 60  2 % H (d.s.) 6  1 4.5  2 4.4  1 % O (d.s.) 10  1 16.5  2 17  1 % N (d.s.) 1.5  0.5 1.2  0.5 0.7  0.1

% S (d.s.) 3  1 0.5  0.1 0.6  0.1

% volatile matter (d.s.) 43  2 39  0.5 42  0.5

The Arauco – Concepción area, despite being the basin with the greater historic cumulative production, displays no evidence of any coal seams having >2m in thickness. Additionally, their structurally complex geology is evidenced by several defining faults, one of which has a displacement of over 600m and with some areas that exhibit high fragile deformation, Chaucer Energy considered it technically unsuitable for ISG

96 SECTION 11 | INDEPENDENT GEOLOGIST’S REPORT production. Furthermore, the sulphur contents of the multi-coal seams are significant >1% (Table 5), suggesting that the depositional environment was one of several marine transgressions, probably related to subsidence in a tectonically unstable area.

Figure 10: Transmission line and sub-station and access to the Maullin Project area (Coordinador Electrico Nacional

The areas that do match the ISG selection criteria are: Maullin, in the X Region of Chile, near to Puerto Montt city (Figure 10) and two districts in Magallanes; (i) Rio Perez and (ii) Isla Riesco. Any consideration of areas to the west near Cerro Sombrero was deferred for evaluation post funding. Each of the selected areas was also chosen for its strategic significance based on its infrastructure and market perspectives. Maullin project area is located 20km east from the nearest power substation into which it could be connected. There are several medium voltage distribution lines crossing the Concession area, which could be utilised for import and export of energy to and from the ISG site. The Magallanes tenements were also selected based on their distance to the local power network, being less than 100 km by road from Punta Arenas city.

6.2 MAULLIN CONCESSION The Maullin area was selected as a target for an ISG project because a thick coal seam was identified from downhole electric logs in wells drilled by ENAP in 1974. The Maullin-1 (ENAP, 1974) drill hole, located outside and to the north of Chaucer’s Concession, indicated a coal seam of at least 7m thickness was to be found at a depth of approximately 200m (Figure 11) and that an accompanying ENAP comment from the logging at that time (Annexure 1) described a coal seam of greater than 3m thickness at 201 m depth that was sent for chemical analysis to Concepción city. The Wellsite Geologist reported that further samples from 232 m, 465 m and 538 m depth were also sent for analyses but unfortunately, no data are available from these sampled intervals.

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Figure 11: Maullin-1 logs extracted from historical files (ENAP 1974) showing 7m thick coal seam at 201m depth.

ENAP hole Carrión-1, located 11 km to the southwest of Maullin-1, and outside and to the south of Chaucer’s Concession area, suggests coal continuity throughout the area with several coal seams observed at greater depths (275 m, 335 m, 435 m, 575 m, 620 m, 645 m, 685 m, 700 m, 715 m, 730 m and 800 m). Of these other seams, the thicker ones reach up to 2m in thickness and correspond to the seams observed in Carrión-1 at 275 m, 335 m and 435 m depths. All of the facies associations identified in Maullin-1 have been determined to have been deposited in a continental environment, whereas the thinner coal seam at 525m approximately in Carrión-1 shows signs of a marine transgression, suggesting a marine incursion from the south with the thicker coal seams being restricted to the north of Carrión-1 towards Maullin-1. Further evidence to aid our understanding of the depositional environment is gained by reconstructing the geometry of the basement during deposition. Chaucer Energy used the available gravimetric studies undertaken by ENAP (ENAP, 1975), which identified that the basement was higher at Maullin-1 than it was at Carrión-1, but that it continued to rise rapidly to become a prominent high feature to the north of Maullin-1. Between Maullin-1 and Carrión-1 the feature is interpreted to be represented as a relatively smooth slope plunging slightly deeper from north to south and even shows flat areas. Towards the west a steeper downward

98 SECTION 11 | INDEPENDENT GEOLOGIST’S REPORT change of the slope is observed, indicating a deeper depocenter, suggesting the formation of an estuarine basin between the two wells (Figure 12(a)).

Figure 12(a): Gravimetric map showing iso- value lines. Based on Carrión-1 logging, marine facies transgression goes from 500m downward, coinciding with a value of -15 gravimetric units. All the area with values less than -15 (coloured mauve) is interpreted to have been under marine transgression influences and thus playing against coal preservation (shore wave erosion environment). Higher values are interpreted as resulting from continental deposition as for the potential estuarine basin shown. Note the tenements outlined in red are not held by Chaucer Energy.

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Figure 12 (b) 3-D model from the gravimetric study, indicating the sedimentary – basement interphase and paleo topography, and the potential estuarine basin between the two petroleum wells.

A regional magnetic survey conducted over southern Chile - from Nueva Imperial to Chiloe - by Lockwood Survey Corporation in 1969 (Instituto Investigaciones Geologicas, 1969), identified a series of the NW trending magnetic anomalies that have been interpreted to represent regional structural controls. Two conclusions drawn from the gravimetric and magnetic studies in association with the current topography are: (i) the gravimetric high, observed to the north of Maullin-1 could have developed as a result of NW oriented normal faults, which are reflected in the magnetic lineaments along with the current topographic high north of the Maullin River (Figures 12(a), (b)); and (ii) the elongated NW low magnetic areas observed between Maullin-1 and Carrión-1, might correspond to paleo Maullin River channels (Figures 13(a), (b)) that could host significantly thick coal seams, similar to or bigger than, the one observed in Maullin-1 logs.

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Figure 13(a): Satellite image showing the Maullin Project area. The current Maullin River is flowing in an E – W direction, with two arms aligned NW.

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Figure 13(b) Mag. survey (1: 50,000) showing interpreted paleo channels and flood plain associated with the Paleo Maullin River, which is seen to have flowed from the NW to the SE.

The depositional model postulated on the observed geology and geophysics by Chaucer Energy for the Maullin ISG project is similar to the depositional environment observed at the Mulpun mine some 200km to the north east, where excellent conditions for ISG development were previously determined. During the Tertiary period, deposition of the coal seams in the Maullin area occurred in an environment similar to that at Mulpun, a dominantly transitional estuarine regime with sub environments such as lagoons and coastal swamps where mud, rich in continentally derived organic plant matter accumulated in quiescent conditions and subsequently formed thick coal seams. The technical reasons for selecting the Maullin Concession area are based on a set of observations that are consistent with the requirements established in Section 4 of this Report, namely: • a relatively thick coal seam (7m) observed at Maullin-1 well; • this coal seam may be widespread with consistent thickness over large areas, with thinner coals encountered in the same sequence over a distance of 11km as confirmed in the Maullin 1 and Carrión- 1 wells; • the identical position within the stratigraphic sequence of the coal seams encountered in both wells; • Coal exposures on the seashore near Parga 25km north of the concession area correlate with the lower coal seams in the formation in both wells; • gravimetric and magnetic studies defined a large continental basin that appears to have been structurally stable over a long period and has allowed the sedimentary sequences to remain intact; • good confining rocks below and above the coal seams that could confine the gas produced; • Strong analogy with the geological environment for the Mulpun Basin hosting a large coal resource.

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Apart from these technical criteria, the Maullin area was considered attractive for an ISG project as it contained the necessary infrastructure to develop and get the product to market. The project area has paved road access to it and several sealed roads within the area, the Puerto Montt (El Tepual) international airport is less than 1- hour drive and it is close to the southern extremity of Chile’s Interconnected Electric System that goes from Chiloe to Arica and is 20km east of the nearest electricity Substation, where it could be connected into the Transmission network (Figure 10). There is a three-phase distribution powerline already at the project area and a second order grid of distribution lines is already established within the project area. Discussions with the distribution company (SAESA) has established that the line has sufficient capacity available to deliver between 2 – 4 MW of power, which will enable the project to start, with a similar capacity that could be injected during the early stages of the project.

6.3 RIO PEREZ / ISLA RIESCO CONCESSIONS Rio Perez and Riesco concessions were selected after a comprehensive study of the Magallan basin. The basis for their selection is as follows. Chaucer made a conscious decision that to successfully develop its ISG technology it must be located in what it determined to be the optimum geological area where evidence of coal seams with appropriate thicknesses existed, where there was evidence of the necessary calorific values and where it was known that significant volumes of coal were present as evidenced by the commercial development of the region’s coal mines. The Loreto Formation was selected as the region’s primary target. The Pecket area, located near to the City of Punta Arenas, was initially discarded as the available data described multi layers of thin coal seams (<2m) and also in the northern most section of the Loreto Belt, in the Rubens – Dorotea area, its geographic isolation could prove to be difficult as it would be very expensive to construct a power generation project.

Figure 14: Top Loreto Formation contour map, Chaucer Energy concessions in red. Isla Riesco concessions lie to the south and Rio Perez concessions to the north. (After Corfo (1981))

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Chaucer Energy selected the Isla Riesco and Rio Perez areas as representing the best opportunities to develop ISG projects within the Magallan basin (Figure 14). They reasoned that these areas contain an abundance of available drill data that has been made available by Corfo (1981) that was obtained in the 1930’s and 1940’s, and then further data by ENAP from the 1950’s, which has enabled it to identify potential coal deposits in the vicinity of the Isla Riesco Concession area with consistently thick coal seams of 12m near to Invierno (“El Triangulo” coal seam) and 6m at Mina Elena (Rivera, 1975). Also, at that time on the northern shore of Seno Skyring (Rio Perez – Rio Verde area) potential coal deposits were defined, based on a few outcrops and data from Marta Mine (Rivera, 1975). After additional drilling at Isla Riesco-Invierno area, again performed by Corfo in the early 1980’s, several coal seams over 10m in thickness were intersected, with the thickest seam measuring 17.8m thick (Corfo, 1981). The main objective of those exploration activities was to discover coal reserves suitable for open pit mining, which commenced in 2013 at Riesco Island. During a site visit, undertaken by Dr Len Walker and Thomas Eggers, a review was made of coal seam continuity towards the east and at suitable depths for ISG and that were beyond open pit depths. They were able to establish the location of the exploration drill holes that had been drilled by Invierno Mining Company, eastward from the current pit, an area in which the company had previously estimated could contain large coal deposits with thicker coal seams than found to date (Maclean, 2019). The use of seismic lines and oil and gas exploration wells drilled by ENAP and their geological and structural interpretations are key to understanding the eastward continuity of the coal outcrops. It has been observed that in general the strata dip gently towards the east, but that a series of anticlines and tight synclines have been developed towards the west, suggesting that this western region has undergone greater structural deformation while the eastern area has remained relatively stable. Furthermore, the entire sequence is observed to plunge gently towards the north (Figure 14). In considering these structural components along with the observed coal outcrops and reported subsurface coal evidence and keeping in mind the basic technical requirements for successfully applying the ISG process, Chaucer Energy applied for the Isla Riesco and Rio Perez concessions, which were subsequently granted.

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7. PROPOSED EXPLORATION DRILLING

It is the Company’s current intention to undertake a two-year exploration program that has been planned as described in Table 6. Laboratory testing costs are included in the drilling budgets.

Table 6: Proposed Exploration Expenditure First 2 Years (Minimum Funding - $4.5m)

ITEM Year 1 Year 2

Resource drilling Maullin 740,000 0

Prelim. Drilling Perez/Riesco 60,000 380,000 and concessions payments

Site Characterisation Maullin 680,000 0

Environmental Evaluation 150,000 0

Total 1,630,000 380,000

In order to test the ISG technology in its Chilean concessions, Chaucer Energy has established an exploration model that will initially be developed at the Maullin project. The Company will drill at least four DTH exploration holes. These are labelled CM-001 to CM-004 on Figure 15.

Initially, these holes would be separated by a distance of approximately 1km and would be drilled to a depth of approximately 300m. Dependent on what the initial programme of drilling determines, a subsequent drilling programme at 500m intervals would be undertaken in order that an inferred resource could be defined (Figure 15). These holes are numbered CM-005 to CM-010 but again, dependent on the drilling results they may not all be drilled. If the model is proved to be satisfactory, in that it successfully intercepts coal seams with thicknesses >4m at depths between 200m – 400m, then a second DTH twin hole would be drilled, stopping 20 m before the coal seam and then switching to Diamond Drill Hole (DDH) in order to obtain core samples of the roof, the coal seam and the base, for geomechanical and chemical studies. The Company, in conjunction with Kura Minerals, has devised an exploration programme for the three concessions areas, which consists of 10 open holes and 5 cored holes in the Maullin area, with downhole geophysical and electrical logging utilised. These are planned to be drilled in early 2021 while weather conditions should be better. Initial work will require geophysically logged holes to enable correlation of the plies and identify target areas followed by coal seam cored holes to obtain analytical data. This will enable a robust geological model to be constructed, from which JORC compliant resources could be estimated. There has been insufficient exploration to define a JORC compliant resource, and it is uncertain whether further exploration will result in the determination of a JORC compliant resource. In GRI’s view, the planned exploration program and expenditure is appropriate and consistent with the aims of the program to define an inferred JORC Resource on the Maullin Project area. On the Rio Perez/Isla Riesco Project Areas, the Company proposes to drill 8 open/cored holes in the second year of the work program. This program may be expanded if the minimum subscription under the Prospectus is exceeded. The purpose of this drilling is to establish the presence of coal of suitable thickness and depth at one or both of these areas, in order to assist the conceptual planning for their development using the ISG process.

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Figure 15: Maullin Proposed Drilling Program

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8. JORC COMPLIANCE STATEMENT

8.1 INDEPENDENT GEOLOGIST’S REPORT The information contained in this report (and the Company’s Prospectus) that relates to Exploration Results is based on, and fairly represents, information and supporting documents compiled by Ian Buckingham, a Competent Person who is a Fellow of the Australasian Institute of Mining and Metallurgy. Ian Buckingham is a full time employee of Global Resources & Infrastructure Pty Ltd and has sufficient experience that is relevant to the style of mineralisation and type 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' (JORC Code). Ian Buckingham consents to the inclusion in the Company’s Prospectus of the matters based on his information in the form and context in which it appears.

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9. SITE VISIT GRI has not conducted a site visit for any of the Assets contained in this IGR. GRI is of the opinion that a site visit would not likely reveal any new information that is material to the assessment of the Assets for the following reasons: • There are no workings or historic mining operations requiring validation. • All Assets are considered as early stage exploration projects. • For the purposes of concessions applications and acquisition, and to verify known historic samples, Chaucer Energy has engaged Thomas Eggers of Kura Minerals SpA and independent geologists to research and collect historic exploration and mining data, technical coal data and information relating to historic oil and gas exploration drilling and seismic acquisition data. These data and information were collected during site visits by the geologists. Site visit reports were produced for all Assets. • GRI has been provided with copies of the consents by the local independent geologist, Mr Thomas Eggers of Kura Minerals SpA who has worked with GRI on the geology and for other unpublished reports provided by Kura Minerals SpA, which are quoted in this IGR.

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10 GENERAL

10.1 QUALIFICATIONS Global Resources & Infrastructure Pty Ltd (GRI) is a management consulting company that specialises in providing its services to the resources and infrastructure industries. Ian Buckingham, Managing Director of GRI is GRI’s lead consultant in preparation of this IGR for Chaucer Energy Limited. Mr. Buckingham has worked on over three hundred project evaluation, technical evaluation and valuation assignments involving gold, silver, molybdenum, diamonds, iron ore, base metals, coal, lithium, petroleum and other resources commodities. Ian Buckingham holds a B.App.Sc.(Applied Geology) from the Victorian Institute of Colleges and Fellowship and Associateship Diplomas in Geology (RMIT) with extra studies in mining engineering and primary metallurgy and an MBA from RMIT University. Mr. Buckingham is a Fellow AusIMM and Member PESA and AAPG and AAPG Energy Minerals Division. (FRMIT, BAppSc, MBA, FAusIMM, MAAPG, MEMD, MPESA). Commencing his career as a base metals, gold and diamonds exploration geologist he moved into gas engineering and petroleum exploration and development before establishing himself as a resources analyst in stock broking and investment banking. As an analyst he evaluated and developed financial models for major mining and energy companies. On joining Anderson & Schwab Australia as founding Managing Director, he worked on a significant number of resources projects where his knowledge and expertise in areas such as due diligence, valuation, commercial and technical analyses, concept and strategic development, financial modeling and general mining management have been required. On establishing Global Resources & Infrastructure he has carried on his work in the resources and infrastructure industries focusing on project development, strategic analysis and project evaluation and valuation. Ian was a member of the committee that re-wrote the VALMIN Code (2005).

10.2 FEES GRI will be paid a professional fee of $28,000 exclusive of GST plus reasonable expenses for the preparation of this report. The fee is not contingent on the conclusions set out in the report.

10.3 COMPLIANCE This report has been prepared in accordance with the requirements of the “Code and Guidelines for Technical Assessment and/or Valuation of Mineral Assets and Mineral Securities for independent Expert Reports” (The VALMIN Code, 2015) and the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves, The JORC 2012 Edition.

10.4 DECLARATION GRI has not previously worked on any assignment associated with Chaucer Energy Limited. GRI does not have any business relationship with Chaucer Energy Limited or with any companies associated with that company that could reasonably be regarded as being prejudicial to its ability to give an unbiased and independent assessment. There is no present agreement, arrangement or understanding that GRI will at any time in the future undertake any assignment for Chaucer Energy Limited or for any company or organisation associated with Chaucer Energy Limited. Other than as set out herein, neither GRI nor Ian Buckingham has any interest in the company that is the subject of this report.

10.5 INDEMNITY GRI and Ian Buckingham have been indemnified by Chaucer Energy Limited as to damages, losses and liabilities relating to or arising out of their engagement that do not arise from the fault of GRI, or Ian Buckingham or their associates.

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10.6 CONSENT GRI has given its written consent to the inclusion of this report in Chaucer Energy Limited’s Prospectus to be provided to potential investors at Chaucer Energy Limited’s Initial Public Offering to the market, pursuant to Australian regulatory requirements. As of this date, GRI has not withdrawn its consent. GRI has not been involved in the preparation of or authorised or caused the issue of any other part of the Prospectus, other than this report. Neither the whole, nor any part of this report, nor any reference thereto, may be included in or with, or attached to any document or used for any other purpose without the prior written consent of GRI to the form and context in which it appears and the purpose of its use. All of the persons involved in the preparation of this report have consented to the use of this assessment report, for the purpose stated above and, in the form, and context in which it appears.

10.7 LIMITATION The statements and opinions contained in this report are given in good faith and, to a considerable extent; reliance has been placed on the information provided by Chaucer Energy Limited. All such information has been presented in a professional manner and GRI believes, on reasonable grounds, that it is true, complete as to material details, and not misleading. The work undertaken for the purpose of this report in no way constitutes a technical audit of any of the assets or records reviewed, and GRI does not warrant that its inquiries have realised all of the matters that an audit might disclose. GRI in no way guarantees or otherwise warrants the achievability of any forecasts of future production and costs that may have been presented in this report.

10.8 FACTUAL AND CONFIDENTIALITY REVIEW A draft copy of this report was provided to officers of Chaucer Energy Limited for comments as to confidentiality issues, errors of fact or misinterpretation, or substantive disagreements on the assumptions that GRI has adopted. While GRI has included minor corrections and amendments in this final report as a result of comments received, neither the basic information, methodology nor conclusions were amended. GRI gratefully acknowledge the assistance provided by the Directors and officers of Chaucer Energy Limited in facilitating the preparation of this report.

GLOBAL RESOURCES & INFRASTRUCTURE PTY LTD

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11. SOURCES OF INFORMATION

Alfaro, G. (2018). Exploracion de Yacimientos de Carbon en Chile aplicables a UCG; Arauco - Concepcion, Valdivia - Llanquihue and Magallanes basins. Concepcion: Guillermo Alfaro Hanne, Consulting Coal Geologist. Alfaro, G., & Cisternas, M. (1991). Secuencia carbonífera de Parga (Llanquihue, Chile): nuevos antecedentes. Congreso Geologico Chileno N° 6 (págs. 752-756). Viña del Mar: Universidad. Alfaro, G., & Gantz, E. (1997). La nueva Mina de Mulpun, Valdivia, Chile. Congreso Geologico Chileno N° 8 (págs. 832-836). Antofagasta: Actas, Vol. 2 Universidad Catolica del Norte. AusIMM, (2015). The Australasian Code for Public Reporting of Technical Assessments and Valuations of Mineral Assets. The VALMIN Code 2015 Edition. AusIMM, (2012). Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves, The JORC 2012 Edition. Carbon Energy Limited, 2020, Mulpun Project, Chile, Quarterly Update with Managing Director Andrew Dash. Chávez, C. (2012). Modelo Estructural para el Jurásico de la porción norte de la Isla de Tierra del Fuego, Cuenca de Magallanes, Chile. Santiago: Universidad de Chile, Facultad de Cinecias Físicas y Matemáticas, Departamento de Geología. Corfo. (1981). Prospección y estudio del yacimiento carbonífero de Estancia Invierno en Isla Riesco - XII Región / Corfo, Comité de Carbones, Geoexploraciones, Instituto de Investigaciones Tecnológicas. Santiago: Corfo. Dossey J. L. (1976) Underground Coal Gasification Technology in the USSR. Sandia National Laboratories, Albuquerque, NM, Report No. SAND 76-0380. Elgueta, S., & Urqueta, E. (1998). Sedimentologia y estratigrafía de las cuencas terciarias de antearco de la Xa Region Norte, Chile (entre las latitudes 39° y 42°S). Servicio Nacional de Geologia y Minería. Informe Registrado, IR-98-15, 60 p. ENAP. (1974). Pozo: Carrion N°1. Santiago: Empresa Nacional del Petroleo, Departamento Exploraciones. ENAP. (1974). Pozo: Maullin 1. Santiago: Empresa Nacional del Petroleo, Departamento Exploraciones. ENAP. (1975). Anomalía de Bouguer, Maullin, escala 1:100:000. Santiago: Empresa Nacional del Petroleo, DEpartamento Exploraciones. Fenner, R., & Sylvester, C. (1936). Informe sobre los carbones situados en las provincias de Valdivia y Chiloé. Caja de Fomento Minero (Inédito), 51 p. Flores, R. (1976). Evaluación preliminar de los recursos carboníferos de la cordillera de Zarao, Décima Región (Inédito). Puerto Montt: GEOSUR para la Intendencia de la X Región. Friederich. (1986). The Rubens Coal Project, Magallanes. Punta Arenas: Utah Mining Company. Gonzalez, D. (2013). Evaluación del Contenido de Metano en Carbones del Eoceno - Oligoceno y Mioceno del Area Manzanos - Cruceros, Cuenca de Magallanes, Chile. Concepcion: Universidad de Concepción, Facultad de Ciencias Químicas, Departamento Ciencias de la Tierra. Helle S., A. G. (1997). Potencialidad Economica de los Carbones Oligo - Miocenos Chilenos, con enfásis en la X Region. VIII Congreso Geológico Chileno (págs. 1004-1008). Antofagasta: Universidad Catolica del Norte. Illies, H. (1970). Geologia de los alrededores de Valdivia y volcanismo y tectónica en márgenes del Pacífico en Chile meridional. Instituto de Geología y Geografía, Universidad Austral, 64 p. Instituto Investigaciones Geologicas. (1969). Aeromagnetic Survey, Cordillera de la Costa, Nueva Imperial - Chiloe, Chile. Santiago: Corporacion de Fomento a la Producción. JORC, 2012. Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves MacClean, P. (5 de March de 2019). Isla Riesco Landowner. (T. Eggers, Entrevistador)

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Martinic, M. (30 de July de 2004). La Mineria del Carbon en Magallanes entre 1868 - 2003. Instituto de Historia, Pontificia Universidad Catolica de Chile, 129-167. Obtenido de Historia del Carbon en Magallanes: https://www.minainvierno.cl/historia/ Mina Invierno. (01 de August de 2019). Mina Invierno. Obtenido de Operacion Mina Invierno: https://www.minainvierno.cl/operacion-mina-invierno/ Rivera, R. C. (1975). Prospección de Carbones de Magallanes por la Empresa Nacional del Petroleo. Punta Arenas: ENAP. Sara Elgueta, M. M. (2000). Estrtigrafia y Sedimentologia de las Cuencas Terciarias de la Region de Los Lagos (39-41° S). Santiago: Servicio Nacional de Geología y Minería, Boletin N-57. Sernageomin. (1980). Carta magnética de Chile N°6 (escala 1:100,000). Santiago: Sernageomin. Torres, C., Palma-Held, S., & Alfaro, G. (2000). Estudio Palinológico de la cuenca carbonífera de Parga, X Región, Chile. Congreso Geológico Chileno N° 9 (págs. 573-577, Vol. 1). Puerto Varas: Universidad. Valenzuela, E. (1982). Estratigrafía de la boca occidental del canal de Chacao, X Region. Congreso Geologico Chileno (págs. Actas, Vol 1, p. A343-376). Concepcion: Universidad de Concepcion.

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Annexure 1

Notes from Wellsite Geologist at Maullin-1 well.

English Translation

Tertiary coals - Within the tertiary sediment section several seams of lignite coal occur, mostly of a thickness not exceeding 0.50 meters apparently. At 201 meters, however, a seam much thicker than the rest appears, possibly thicker than 3 meters; in order to have a better quality as fuel, samples will be sent to the Concon Laboratory for analysis. Of the other seams, the main ones are in 232 meters, in 465m, and in 538m

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Annexure 2

JORC (2012) Table 1

Section 1 Sampling Techniques and Data (Criteria in this section apply to all succeeding sections)

Criteria JORC Code Explanation Comments Sampling • Nature and quality of sampling (eg cut channels, Maullin Project techniques random chips, or specific specialised industry standard measurement tools appropriate to the minerals under • Coal chip samples recovered investigation, such as down hole gamma sondes, or from the two petroleum wells handheld XRF instruments, etc). These examples drilled by ENAP in 1974. Refer to should not be taken as limiting the broad meaning of Section 6.2 of this Report. sampling. • Sampling methods not recorded. • Include reference to measures taken to ensure sample Rio Perez Project representivity and the appropriate calibration of any measurement tools or systems used. • In historical records from the • Aspects of the determination of mineralisation that are vicinity of the Project area. See Material to the Public Report. Section 6.3 of this Report. • In cases where ‘industry standard’ work has been done • Sampled recovery and records this would be relatively simple (eg ‘reverse circulation not recorded. drilling was used to obtain 1 m samples from which 3 kg was pulverised to produce a 30 g charge for fire Isla Riesco Project assay’). In other cases more explanation may be required, such as where there is coarse gold that has • In historical records from the inherent sampling problems. Unusual commodities or vicinity of the Project area. See mineralisation types (eg submarine nodules) may Section 6.3 of this Report. warrant disclosure of detailed information. • Sampled recovery and records not recorded. Drilling • Drill type (eg core, reverse circulation, open-hole Maullin Project techniques hammer, rotary air blast, auger, Bangka, sonic, etc) and details (eg core diameter, triple or standard tube, • Two petroleum wells in the vicinity depth of diamond tails, face-sampling bit or other type, were drilled by ENAP in 1974. whether core is oriented and if so, by what method, Drill type not recorded in available etc). historical records. Rio Perez Project

• No drilling has been undertaken within the project area. Isla Riesco Project

• No drilling has been undertaken within the project area. Drill sample • Method of recording and assessing core and chip Maullin Project recovery sample recoveries and results assessed. • Measures taken to maximise sample recovery and • Coal samples recovered as ensure representative nature of the samples. reported in Section 6.2 of this • Whether a relationship exists between sample recovery Report. and grade and whether sample bias may have occurred due to preferential loss/gain of fine/coarse material. Logging • Whether core and chip samples have been geologically Maullin Project and geotechnically logged to a level of detail to support appropriate Mineral Resource estimation, mining • Data obtained from historical studies and metallurgical studies. records not material for any coal resource estimation. Open hole

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• Whether logging is qualitative or quantitative in nature. SP and Resistivity logs recorded Core (or costean, channel, etc) photography. in both petroleum wells drilled by • The total length and percentage of the relevant ENAP in 1974, no records of intersections logged. other downhole logging are recorded. Sub-sampling Maullin Project techniques and • If core, whether cut or sawn and whether quarter, half or all core taken. sample • Sampling details not recorded in preparation • If non-core, whether riffled, tube sampled, rotary split, etc and whether sampled wet or dry. historical reports. (Refer Section • For all sample types, the nature, quality and 6.2. in this Report) appropriateness of the sample preparation technique. • Quality control procedures adopted for all sub-sampling stages to maximise representivity of samples. • Measures taken to ensure that the sampling is representative of the in situ material collected, including for instance results for field duplicate/second-half sampling. • Whether sample sizes are appropriate to the grain size of the material being sampled. Quality of assay Maullin Project data and • The nature, quality and appropriateness of the laboratory tests assaying and laboratory procedures used and whether the technique is considered partial or total. • No assay or test data recorded in • For geophysical tools, spectrometers, handheld XRF historical records. instruments, etc, the parameters used in determining the analysis including instrument make and model, reading times, calibrations factors applied and their derivation, etc. • Nature of quality control procedures adopted (eg standards, blanks, duplicates, external laboratory checks) and whether acceptable levels of accuracy (ie lack of bias) and precision have been established. Verification of Maullin Project sampling and • The verification of significant intersections by either assaying independent or alternative company personnel. • The use of twinned holes. • No assay or test data recorded in • Documentation of primary data, data entry procedures, historical records. data verification, data storage (physical and electronic) protocols. • Discuss any adjustment to assay data. Location of data • Accuracy and quality of surveys used to locate drill Maullin Project points holes (collar and down-hole surveys), trenches, mine workings and other locations used in Mineral Resource • The coordinates for both ENAP estimation. petroleum wells drilled in 1974 • Specification of the grid system used. were obtained indirectly by • Quality and adequacy of topographic control. georeferencing using historical records

Data spacing • Data spacing for reporting of Exploration Results. Maullin Project and distribution • Whether the data spacing and distribution is sufficient to establish the degree of geological and grade • Both ENAP petroleum wells continuity appropriate for the Mineral Resource and drilled in 1974 were located within Ore Reserve estimation procedure(s) and 2 km of the project area. classifications applied. • Coal seam outcrops about 25km • Whether sample compositing has been applied. from the Maullin area and observed within both petroleum wells. • Data not material in the estimation of any resource estimation. Orientation of • Whether the orientation of sampling achieves unbiased Maullin Project data in relation sampling of possible structures and the extent to which this is known, considering the deposit type. • Insufficient sampling from the two ENAP petroleum wells drilled in

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to geological • If the relationship between the drilling orientation and 1974 to assess geological structure the orientation of key mineralised structures is structure. considered to have introduced a sampling bias, this should be assessed and reported if material.

Sample security • The measures taken to ensure sample security. Maullin Project

• Sample security measures not recorded. Audits or Maullin Project reviews • The results of any audits or reviews of sampling techniques and data. • No audits or reviews of sampling techniques undertaken. Section 2 Reporting of Exploration Results (Criteria listed in the preceding section also apply to this section)

Criteria JORC Code Explanation Comments Mineral The status of Concessions in the tenement and • Type, reference name/number, location and ownership including agreements or material issues with third three project areas are detailed in land tenure Section 1.1 of this Report. status parties such as joint ventures, partnerships, overriding royalties, native title interests, historical sites, wilderness or national park and environmental settings. • The security of the tenure held at the time of reporting along with any known impediments to obtaining a licence to operate in the area. Exploration • Acknowledgment and appraisal of exploration by other Maullin Project done by other parties. parties • The project area has not previously been explored for coal • Details of historic exploration by other companies in the vicinity of the Project area is contained in Section 6.2 of this Report.

Rio Perez Project • The project area has not previously been explored for coal. • Details of historic exploration by other companies in the vicinity of the Project area is contained in Section 6.3 of this Report. Isla Riesco Project

• The project area has not previously been explored for coal. • Details of historic exploration by other companies in the vicinity of the Project area is contained in Section 6.3 of this Report. Geology • Deposit type, geological setting and style of Coal deposits laid down in an anoxic mineralisation. environment preferably in a floodplain depositional location (Refer Sections 6.1 and 6.2 of this Report).

Drill hole • A summary of all information material to the Maullin Project information understanding of the exploration results including a tabulation of the following information for all Material • Drill hole information for the two drill holes: petroleum wells drilled by ENAP ▪ easting and northing of the drill hole collar in 1974 are not material as they

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▪ elevation or RL (Reduced Level – elevation above were undertaken for petroleum sea level in metres) of the drill hole collar exploration and not for coal ▪ dip and azimuth of the hole resource definition, and are ▪ down hole length and interception depth located outside the Project area. ▪ hole length. • If the exclusion of this information is justified on the basis that the information is not Material and this exclusion does not detract from the understanding of the report, the Competent Person should clearly explain why this is the case. Data Maullin Project aggregation • In reporting Exploration Results, weighting averaging methods techniques, maximum and/or minimum grade truncations (eg cutting of high grades) and cut-off • Insufficient sampling data grades are usually Material and should be stated. available from historic records of • Where aggregate intercepts incorporate short lengths the two petroleum wells drilled by of high grade results and longer lengths of low grade ENAP in 1974. results, the procedure used for such aggregation should be stated and some typical examples of such aggregations should be shown in detail. • The assumptions used for any reporting of metal equivalent values should be clearly stated. Relationship • These relationships are particularly important in the Maullin Project between reporting of Exploration Results. mineralisation • If the geometry of the mineralisation with respect to the • Insufficient data available from widths and drill hole angle is known, its nature should be reported. historic records of the two intercept • If it is not known and only the down hole lengths are petroleum wells drilled by ENAP lengths reported, there should be a clear statement to this in 1974. Refer to Section 6.2 in effect (eg ‘down hole length, true width not known’). this Report. Diagrams • Appropriate maps and sections (with scales) and Maullin Project tabulations of intercepts should be included for any significant discovery being reported. These should • Insufficient data available from include, but not be limited to a plan view of drill hole historic records of the two collar locations and appropriate sectional views. petroleum wells drilled by ENAP in 1974.

Balanced • Where comprehensive reporting of all Exploration All information considered material reporting Results is not practicable, representative reporting of for the reader’s understanding of the both low and high grades and/or widths should be Exploration Results has been practiced to avoid misleading reporting of Exploration reported in a balanced manner. Results.

Other • Other exploration data, if meaningful and material, Maullin Project substantive should be reported including (but not limited to): exploration data geological observations; geophysical survey results; • Plans showing inferred geological geochemical survey results; bulk samples – size and structures obtained from historical method of treatment; metallurgical test results; bulk data are presented in Figs. 12 density, groundwater, geotechnical and rock and 13 of this Report. characteristics; potential deleterious or contaminating substances. Rio Perez Project • Plans showing inferred geological structures obtained from historical data are presented in Fig. 14 of this Report.

Isla Riesco Project • Plans showing inferred geological structures obtained from historical data are presented in Figs. 14 of this Report.

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Further work • The nature and scale of planned further work (eg tests Maullin Project for lateral extensions or depth extensions or large-scale • An exploration program is step-out drilling). planned • Diagrams clearly highlighting the areas of possible • At least four DTH exploration extensions, including the main geological holes will be drilled (refer to interpretations and future drilling areas, provided this Section 7 of this Report). information is not commercially sensitive. Rio Perez Project • A drilling program has been planned (refer to Section 7 of this Report.)

Isla Riesco Project • A drilling program has been planned (refer to Section 7 of this Report).

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Valdivieso, Gutiérrez & Manríquez /Abogados

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Valdivieso, Gutiérrez & Manríquez /Abogados

Santiago, October 22, 2020.

From : Juan Francisco Gutiérrez

To : Len Walker

Date : October 22, 2020

Ref : Legal Opinion of Maullín, Río Pérez and Isla Riesco Projects

*******

We have acted as special Chilean counsel to Chaucer Energy Limited (“Company”) regarding a legal opinion of its projects in Chile, for inclusion in the prospectus to be issued by the Company in Australia (hereinafter the “Opinion”).

For these purposes, our Opinion analyses three projects for In Situ Gasification (“ISG”) production (the “Projects”) informing (i) the good standing, validity and ownership of each project’s mining concessions; and (ii) the legal standing of the companies through which the Projects are developed. This Opinion also contains a brief overview of Chilean legal regime on mining property, environmental regulation and foreign investment.

For this Opinion, we have examined public registries, originals or copies or photocopies of documents indicated in Annex IV. With respect to the certificates, documents and records herein referred, we have assumed the genuineness of all signatures, the capacity and authority of the agents or representatives, the accuracy and completeness of the factual representations made in the documents reviewed and the authenticity of all items submitted to us as originals and the conformity with originals of all items submitted to us as copies or photocopies.

With respect to all such items presented to us as executed by public officers, we have assumed that each such officer had the authorization, took all requisite action and duly delivered such items. With respect to the registrations, we have assumed that all of them were made in the competent public registries.

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We consent to the inclusion of this Opinion in the prospectus to be issued by the Company, in the form and context which it appears. We are attorneys duly qualified to practice law in Chile, therefore we express no opinion as to any laws other than Chilean Law. Any reference to applicable law and approvals are limited to Chilean Law and approvals by Chilean Governmental Agencies.

This Opinion has an executive summary with our conclusions. Additionally, we have included the following annexes with further information about each project, applicable Chilean Law, and reviewed documents.

a. Annex I refers to the companies developing the Projects. b. Annex II refers to the Projects’ mining concessions. c. Annex III contains a brief overview of applicable Chilean regime. d. Annex IV contains the documents reviewed for this Opinion.

1. EXECUTIVE SUMMARY

1.1. Corporate Opinion

a. All companies contained in Annex I are closed-stock companies, duly incorporated, organized, and in good standing under Chilean law (the “SPVs”). Each Project is being developed by one of these SPVs, as indicated below:

i. Chaucer Energy Chiloé SpA holds the Maullín Project. ii. Chaucer Energy Valdivia SpA holds the Río Pérez Project. iii. Chaucer Energy Riesco SpA holds the Isla Riesco Project.

b. The SPVs have all necessary corporate power, capacity, authority, and registrations to carry on their business and to hold its assets. Subject to Chilean law, they can acquire, hold and deal with exploration and exploitation mining concessions in Chile.

c. There are no registered liens, interest, charges or encumbrances of any nature in the shareholder’s registry of each SPV over their shares.

d. The shareholders of the SPVs are:

i. The sole shareholder of Chaucer Energy Chiloé SpA is Chaucer Chiloe PTY LTD. ii. The sole shareholder of Chaucer Energy Valdivia SpA is Chaucer Perez PTY LTD. iii. The sole shareholder of Chaucer Energy Riesco SpA is Chaucer Riesco PTY LTD.

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1.2. Mining Concessions

a. All mining concessions of the Projects are for exploration.

b. Also, all mining concessions of the Projects were constituted by court resolutions. Except as otherwise stated below, these resolutions were published in the Official Gazette and their registration in the Custodian of Mines was timely requested.

c. All companies contained in Annex I have good and valid title over the exploration mining concessions of its Project, as evidenced by the registrations made under their name before the relevant registries.

d. There are no registered liens, interest, charges or encumbrances of any nature in the relevant registries, or other recorded rights or interests of third parties over these mining concessions.

e. According to the technical report issued by the mine surveyor, Mr. David Aceval Canales, dated July 7th 2020 (the “Technical Report”) all mining concessions of this Opinion, have preferential right over the area they covered.

The Technical Report describes the mining properties and claims existing in the area covered by each Project, and evidences the exact location of the mining concessions, the existence or not of mining concessions held by third parties materially overlapping the Projects’ mining concessions, and whether or not the Projects’ mining concessions materially overlap mining concessions held by third parties.

f. The validity of the mining concession Maullín 10 could be challenged on the grounds of not complying with formalities required by law, although according to the Technical Report there are no third-party mining rights within the area. However, we recommended the Company securing the preference over the area by either (i) requesting a new exploration or exploitation mining concession; or (ii) requesting an exploitation mining concession using the preferential right given by the exploration mining concession Maullín 10. Please note we have been informed by the Company that it plans to secure its preference over this area through one of these alternatives within the next 6 months.

Article 87 of the Mining Code requires that every resolution granting a mining concession must, among other data, indicate the coordinates of each vertex of the polygon that forms the mining concession. Additionally article 90 of the same Code, mandates the publication in the Official Mining Gazette of an excerpt of the resolution (containing only information present on such resolution) indicating, among other data the mining concession coordinates. This publication must be made the first business day of any month, but before requesting the registration of the court resolution granting the mining concession at the Custodian of Mines. The registration of a court resolution granting a mining concession must be requested within 120 days as of such court resolution date.

The coordinates of Maullín 10 were incorrectly referenced by the judge in the resolution granting it issued on June 7, 2019, and consequentially in the publication and registration in the Custodian of Mines. The error of the court resolution was amended on July 14th

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2020, an excerpt with the correct coordinates rectifying the previous publication was published in the Official Gazette on August 1st 2020 and the registration in the Custodian of Mines of Maullín was also amended on June 3rd 2020. However, third parties could challenge the validity of this mining concession on the grounds that the publication was not correctly performed and that the correct coordinates were published after requesting the registration of the resolution granting the mining concession, as prescribed by law. Kindly note this kind of errors are quite frequent, and therefore, it is a common practice to rectify mistakes of a publication with a new publication. Although we have not founded any legal precedent as to the validity of such practice.

g. Exploration mining concessions have a duration of two years as of the date of their establishment, which duration may be extended for an additional two years, provided that the holder, prior to the expiration date, requests this extension and waives its rights to half of the area covered by such exploration mining concession. Additionally, prior to the expiration date of any exploration mining concession, the holder may apply for exploitation mining concession over the same ground covered by such exploration mining concession. Exploitation mining concessions are of perpetual duration, subject only to the timely payment of the annual mining licenses payable to the relevant Governmental Authorities of Chile in respect thereof.

h. Exploration mining concessions grant the right to explore for coal and other minerals authorized by Chilean Law within the area covered by the mining concession. However: (i) The exploration activities will have to comply with all applicable environmental regulation; and (ii) the mining concessionaire shall have a title to use the surface land. If the surface land owner does not authorize the exploration activities, the mining concessionaire can require the competent Court to encumber the surface land with an easement on its favour on grounds of eminent domain.6

i. We should note that possession of mining concessions is subject to the payment of an annual license fee (“patentes mineras”), during March of each year. Should the owner fail to pay the fee within the designated annual period, a judicial procedure to publicly auction the concessions may be established. This auction may be avoided by making double payment of the amount due before the auction takes place. In this regard, please note, we were provided with relevant receipts evidencing payment of such taxes in the previous years, regarding all the mining concessions included in this Opinion.

6 There are certain exceptions to this rule were the easement can only be granted with the consent of the land owner. This is the case for land containing vineyards, groves and houses.

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j. Finally, please note the following non-material issues:

i. The court resolutions granting Riesco 2, 3, 5, 6, 8, 9, 11, 12, 14, 15, 17, 18, 20, 21 and 23 do not mention the address of the owner Chaucer Energy Riesco SpA as required by Article 87 of the Mining Code. However, the excerpts of said resolutions that were published did. As mentioned before, Article 90 of the Mining Code requires certain information to be included in the published excerpt, including the address of the owner. Third parties could challenge the validity of the mining concession on the grounds that the excerpts that were published contains information that the court resolutions do not have. In our opinion it is difficult to challenge the validity of these mining concessions due to this mistake, primarily because there were no affected parties and the publicity requirement was complied with. However, the final opinion belongs to Chilean Courts. ii. The registrations of the Court resolutions granting the mining concessions of the Maullín Project have small typing errors. While Article 89 of the Mining Code states that the registration must be a complete transcription of the resolution, in our opinion these typing errors do not affect the validity of the registration. iii. The registration of the Court resolutions granting the exploration mining concessions Maullín 1, 3, 4, 5, 6 and 7 of the Maullín Project was requested within the legal term, as evidenced in the certificate issued on August 22nd 2019 by the Custodian of Mines of Maullín. Therefore, according to Article 89 of the Mining Code, they are validly registered in the Custodian of Mines of Maullín. However, the registrations were executed after such term, therefore third parties could challenge them. In our opinion and pursuant to our Courts’ precedent on this matter, such claim should be dismissed on the grounds that the legal requirement was complied with.

1.3. Environmental

Pursuant to the information provided by Kura Minerals SpA in Latin America, the Maullín Project is located over an environmental protected area named “Sitio Prioritario para la Conservación Río Maullín” (Priority Site for the Conservation Río Maullín). The Río Pérez Project and the Isla Riesco Project are located on areas that do not have an environmental protection category. Considering the above, we inform the following:

a. As evidenced on the letters issued by the Mining Ministry, Energy Ministry and Environmental Evaluation Agency, referred in Annex IV letter C. there are no laws or regulation banning this type of projects. In fact, as mentioned in those letters, a project with similar characteristics has been approved.

b. Chilean environmental regulation permits mining exploration activities on the Priority Site for the Conservation Río Maullín. Depending on the characteristics or effects of such activities, they shall have to enter the Environmental Impact Evaluation System (“EIES”) for approval.

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c. Pursuant to article 10 of Chilean Environmental Act (Law 19.300), (i) if the mining exploration activities of each Project involves more than 20 platforms, such project shall have to enter the EIES for approval; and (ii) if any of these Projects involves a power plant with a capacity to generate 3 megawatts or more such project shall have to enter the EIES for approval.

d. A project located over or adjacent to a priority site for the conservation that is required by Law to enter the EIES, has to enter through an Environmental Impact Study. However, if such project does not affect the elements protected by such priority site for the conservation, it may enter the EIES through an Environmental Impact Statement. In this process, the interested party shall have to prove that the protected elements will not be affected.

Very truly yours,

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Annex I Companies

A. Chaucer Energy Chiloé SpA

1. Legal Standing: Chaucer Energy Chiloé SpA is a closed-stock company (“Sociedad por Acciones”) valid and in good standing, as evidenced by the good standing certificate issued by the Real Estate Custodian of Santiago on August 5th 2020.

2. Incorporation: This company was incorporated by public deed dated October 26th, 2018 granted before the Notary Public of Santiago, Mr. Eduardo Avello Concha, under repertoire number 32,114- 2018. An excerpt of such deed was timely registered in the Santiago Registry of Commerce on November 5th, 2018, at page 83,977 number 43,006 held by the Real Estate Custodian of Santiago, and published in the Official Gazette on November 8th, 2018.

3. Litigation procedures: We have not been informed of any judicial proceedings involving this company.

4. Modifications: Formerly, the name of this SPV was Phoenix Energy Chiloé SpA, but it was changed to the current one by public deed dated September 24th 2019 granted before the Notary Public of Santiago, Ms. María Soledad Lascar Merino, under repertoire number 50,202-2019. An excerpt of such public deed was timely registered in the Santiago Registry of Commerce on October 1st, 2019, at page 77,830 number 38,229 held by the Real Estate Custodian of Santiago, and published in the Official Gazette on October 7th, 2019.

5. Shareholders’ Registry: Pursuant to the shareholders’ registry held by the company, Chaucer Chiloé PTY LTD is the only shareholder.

6. Company’s current Bylaws: a. Name: Chaucer Energy Chiloé SpA.

b. Domicile: Santiago, Chile.

c. Management: Chaucer Chiloé PTY LTD, acting through one or more representatives appointed for this purpose who are entitled to act with a broad power of attorney.

In the incorporation deed of Chaucer Energy Chiloé SpA, Chaucer Chiloé PTY LTD designated Leonard Keith Walker and Álvaro Rodolfo Florez Keim as its representative for the administration of Chaucer Energy Chiloe SpA.

By public deed dated August 12th 2019, granted before the Notary Public of Santiago of Ms. María Soledad Lascar Merino, Chaucer Chiloé PTY LTD delegated its faculties to represent Chaucer Energy Chiloé SpA to Thomas Carlos Eggers Hering.

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Considering the above, Leonard Keith Walker, Álvaro Rodolfo Florez Keim and Thomas Carlos Eggers Hering can act as representatives of Chaucer Energy Chiloé SpA.

d. Corporate Purpose: the development, construction, financing, exploration, exploitation, operation, and maintenance, in any form and at any title, either directly or through its investment in other national or foreign companies, of mining projects, and the execution and development of all activities that directly or indirectly relate to such projects.

e. Capital and Shareholders: 1,000,000 Chilean pesos, divided into 1,000 registered ordinary shares of the same and unique series, with no par value and of equal value each. All these shares were subscribed and paid in the incorporation act by Chaucer Chiloé PTY LTD.

f. Transfer of Social Shares: In accordance with the shareholders’ registry, Chaucer Chiloé PTY LTD has not transferred any of its shares in this company.

B. Chaucer Energy Valdivia SpA

1. Legal Standing: Chaucer Energy Valdivia SpA is a closed-stock company (“Sociedad por Acciones”) valid and in good standing, as evidenced by the good standing certificate issued by the Real Estate Custodian of Santiago on August 5th, 2020.

2. Incorporation: This company was incorporated by a public deed dated October 26th, 2018 granted before the Notary Public of Santiago, Mr. Eduardo Avello Concha, under repertoire number 32,111- 2018. An excerpt of such deed was timely registered in the Santiago Registry of Commerce on November 5th, 2018, at page 83,975 number 43,005 held by the Real Estate Custodian of Santiago, and published in the Official Gazette on November 8th, 2018.

3. Litigation procedures: We have not been informed of any judicial proceedings involving this company.

4. Modifications: Formerly, the name of this SPV was Phoenix Energy Valdivia SpA, but it was changed to the current one by public deed dated September 24th 2019 granted before the Notary Public of Santiago, Ms. María Soledad Lascar Merino, under repertoire number 50,193-2019. An excerpt of such public deed was timely registered in the Santiago Registry of Commerce on October 1st, 2019, at page 77,821 number 38,222 held by the Real Estate Custodian of Santiago, and published in the Official Gazette on October 7th, 2019.

5. Shareholders’ Registry: Pursuant to the shareholders’ registry held by the company, Chaucer Pérez PTY LTD is the only shareholder.

6. Company’s current Bylaws: a. Name: Chaucer Energy Valdivia SpA.

b. Domicile: Santiago, Chile.

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c. Management: Chaucer Pérez PTY LTD, acting through one or more representatives appointed for this purpose who are entitled to act with a broad power of attorney.

In the incorporation deed of Chaucer Energy Valdivia SpA, Chaucer Pérez PTY LTD designated Leonard Keith Walker and Álvaro Rodolfo Florez Keim as its representative for the administration of Chaucer Energy Valdivia SpA.

By public deed dated August 12th 2019, granted before the Notary Public of Santiago of Ms. María Soledad Lascar Merino, Chaucer Pérez PTY LTD delegated its faculties to represent Chaucer Energy Valdivia SpA to Thomas Carlos Eggers Hering.

Considering the above, Leonard Keith Walker, Álvaro Rodolfo Florez Keim and Thomas Carlos Eggers Hering can act as representatives of Chaucer Energy Valdivia SpA.

f. Transfer of Social Shares: In accordance with the shareholders’ registry, Chaucer Pérez PTY LTD has not transferred any of its shares in this company.

C. Chaucer Energy Riesco SpA

1. Legal Standing: Chaucer Energy Riesco SpA is a closed-stock company (“Sociedad por Acciones”) valid and in good standing, as evidenced by the good standing certificate issued by the Real Estate Custodian of Santiago on August 5th, 2020.

2. Incorporation: This company was incorporated by a public deed dated July 26th, 2019 granted before the Notary Public of Santiago, Ms. María Soledad Lascar Merino, under repertoire number 37,341-2019. An excerpt of such deed was timely registered in the Santiago Registry of Commerce on July 31th, 2019, at page 60,615 number 29,660 held by the Real Estate Custodian of Santiago, and published in the Official Gazette on August 3rd 2019.

3. Litigation procedures: We have not been informed of any judicial proceedings involving this company.

4. Modifications: Formerly, the name of this SPV was Phoenix Energy Riesco SpA, but it was changed to the current one by public deed dated September 24th 2019 granted before the Notary Public of

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Santiago, Ms. María Soledad Lascar Merino, under repertoire number 50,201-2019. An excerpt of such public deed was timely registered in the Santiago Registry of Commerce on October 1st, 2019, at page 78,046 number 38,356 held by the Real Estate Custodian of Santiago, and published in the Official Gazette on October 7th, 2019.

5. Shareholders’ Registry: Pursuant to the shareholder registry held by the company, Chaucer Riesco PTY LTD is the only shareholder.

6. Company’s current Bylaws: a. Name: Chaucer Energy Riesco SpA.

b. Domicile: Santiago, Chile.

c. Management: Chaucer Energy Limited, acting through one or more representatives appointed for this purpose who are entitled to act with a broad power of attorney.

In the incorporation deed of Chaucer Energy Riesco SpA, Chaucer Energy Limited designated Leonard Keith Walker, Álvaro Rodolfo Florez Keim and Thomas Carlos Eggers Hering as its representative for the administration of Chaucer Energy Riesco SpA.

The Company has informed us, that this company’s management will be assigned to its current shareholder, Chaucer Riesco PTY LTD. This management modification can be executed by a Shareholders Meeting or a public deed which shall have to be published in the Official Gazette and registered in the Registry of Commerce.

f. Transfer of Social Shares: In accordance with the shareholders’ registry, Chaucer Riesco PTY LTD has not transferred any of its shares in this company.

The previous and first shareholder was Chaucer Energy Limited, which owned all the shares of the company and sold them to the current shareholder on October 14th 2019.

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Annex II Mining Concessions

A. Maullín Project Mining Concessions

i. These exploration mining concessions were granted by Court resolutions dated March 28th 2019 (“Maullín 1”, “Maullín 3” and “Maullín 4”), March 29th 2019 (“Maullín 5”, “Maullín 6” and “Maullín 7”), April 2nd 2019 (“Maullín 8”, “Maullín 9”, “Maullín 11”, “Maullín 12”), April 3rd (“Maullín 2”, “Maullín 13” and “Maullín 14”) and June 7th 2019 (“Maullín 10”).

ii. Ownership: Pursuant to the ownership certificates issued by the Custodian of Mines of Maullín on August 13th 2020, these mining concessions are registered in favor of Chaucer Energy Chiloé SpA.

iii. Encumbrances: According to the relevant certificates issued by the Custodian of Mines of Maullín on August 13th and August 14th 2020, there are no encumbrances, easements or liens affecting them.

iv. Payment of the annual license fee: All mining licenses and taxes have been timely paid.

v. Preference: Pursuant to the Technical Report, all mining concessions have preference over their area.

1. Maullín 1 Type of Concession : Exploration mining concession. 2. Name : MAULLÍN 1. Borough of Maullín, Province of Llanquihue, Location : Region of Los Lagos. Surface : 300 hectares. Petitioner : Chaucer Energy Chiloé SpA. Registered Owner : Chaucer Energy Chiloé SpA. Petition Presentation Date : November 8th, 2018. Petition Preferential Date : November 8th, 2018. Petition Registration Date : December 3rd, 2018. Page 21, number 19 of the Discovery Registry of Petition Registration Data : the Custodian of Mines of Maullín corresponding to the year 2018. Petition Registration Publication Date : December 13th, 2018. Court Resolution Request Date : January 31st, 2019. Sernageomin’s Report Date : March 12th, 2019. Court Resolution Date : March 28th, 2019. Court Resolution Publication Date : June1st, 2019. Court Resolution Registration : July 25th, 2019. Request Court Resolution Registration Date : July 29th, 2019. Page 14, number 8 of the Discovery Registry of Court Resolution Registration Data : the Custodian of Mines of Maullín corresponding to the year 2019. Mining Fees : 2019, 2020. Filing Fee : Paid on time. National Rol N° : 103070212-K.

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2. Maullín 2 Type of Concession : Exploration mining concession. Name : MAULLÍN 2. Borough of Maullín, Province of Llanquihue, Location : Region of Los Lagos. Surface : 300 hectares. Petitioner : Chaucer Energy Chiloé SpA. Registered Owner : Chaucer Energy Chiloé SpA. Petition Presentation Date : November 8th, 2018. Petition Preferential Date : November 8th, 2018. Petition Registration Date : December 3rd, 2018. Page 22, number 20 of the Discovery Registry of Petition Registration Data : the Custodian of Mines of Maullín corresponding to the year 2018. Petition Registration Publication Date : December 13th, 2018. Court Resolution Request Date : January 31st, 2019. Sernageomin’s Report Date : March 12th, 2019. Court Resolution Date : April 3rd, 2019. Court Resolution Publication Date : June 1st, 2019. Court Resolution Registration : July 25th, 2019. Request Court Resolution Registration Date : July 29th, 2019. Page 17, number 9 of the Discovery Registry of Court Resolution Registration Data : the Custodian of Mines of Maullín corresponding to the year 2019. Mining Fees : 2020. Filing Fee : Paid on time. National Rol N° : 103070213-8.

3. Maullín 3 Type of Concession : Exploration mining concession. Name : MAULLÍN 3. Borough of Maullín, Province of Llanquihue, Location : Region of Los Lagos. Surface : 200 hectares. Petitioner : Chaucer Energy Chiloé SpA. Registered Owner : Chaucer Energy Chiloé SpA. Petition Presentation Date : November 8th, 2018. Petition Preferential Date : November 8th, 2018. Petition Registration Date : November 30th, 2018. Page 13, number 11 of the Discovery Registry of Petition Registration Data : the Custodian of Mines of Maullín corresponding to the year 2018. Petition Registration Publication Date : December 13th, 2018. Court Resolution Request Date : January 31st, 2019. Sernageomin’s Report Date : March 12th, 2019. Court Resolution Date : March 28th, 2019. Court Resolution Publication Date : June 1st, 2019. Court Resolution Registration : July 25th, 2019. Request Court Resolution Registration Date : July 29th, 2019. Page 20, number 10 of the Discovery Registry of Court Resolution Registration Data : the Custodian of Mines of Maullín corresponding to the year 2019. Mining Fees : 2019, 2020. Filing Fee : Paid on time. National Rol N° : 103070214-6.

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4. Maullín 4 Type of Concession : Exploration mining concession. Name : MAULLÍN 4. Borough of Maullín, Province of Llanquihue, Location : Region of Los Lagos. Surface : 300 hectares. Petitioner : Chaucer Energy Chiloé SpA. Registered Owner : Chaucer Energy Chiloé SpA. Petition Presentation Date : November 8th, 2018. Petition Preferential Date : November 8th, 2018. Petition Registration Date : December 3rd, 2018. Page 23, number 21 of the Discovery Registry of Petition Registration Data : the Custodian of Mines of Maullín corresponding to the year 2018. Petition Registration Publication Date : December 13th, 2018. Court Resolution Request Date : January 31st, 2019. Sernageomin’s Report Date : March 12th, 2019. Court Resolution Date : March 28th, 2019. Court Resolution Publication Date : June 1st, 2019. Court Resolution Registration : July 25th, 2019. Request Court Resolution Registration Date : July 29th, 2019. Page 23, number 11 of the Discovery Registry of Court Resolution Registration Data : the Custodian of Mines of Maullín corresponding to the year 2019. Mining Fees : 2019, 2020. Filing Fee : Paid on time. National Rol N° : 103070215-4.

5. Maullín 5 Type of Concession : Exploration mining concession. Name : MAULLÍN 5. Borough of Maullín, Province of Llanquihue, Location : Region of Los Lagos. Surface : 300 hectares. Petitioner : Chaucer Energy Chiloé SpA. Registered Owner : Chaucer Energy Chiloé SpA. Petition Presentation Date : November 8th, 2018. Petition Preferential Date : November 8th, 2018. Petition Registration Date : November 30th, 2018. Page 14, number 12 of the Discovery Registry of Petition Registration Data : the Custodian of Mines of Maullín corresponding to the year 2018. Petition Registration Publication Date : December 13th, 2018. Court Resolution Request Date : January 31st, 2019. Sernageomin’s Report Date : March 12th, 2019. Court Resolution Date : March 29th, 2019. Court Resolution Publication Date : June 1st, 2019. Court Resolution Registration : July 25th, 2019. Request Court Resolution Registration Date : July 29th, 2019. Page 26, number 12 of the Discovery Registry of Court Resolution Registration Data : the Custodian of Mines of Maullín corresponding to the year 2019. Mining Fees : 2019, 2020. Filing Fee : Paid on time. National Rol N° : 103070216-2.

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6. Maullín 6 Type of Concession : Exploration mining concession. Name : MAULLÍN 6. Borough of Maullín, Province of Llanquihue, Location : Region of Los Lagos. Surface : 300 hectares. Petitioner : Chaucer Energy Chiloé SpA. Registered Owner : Chaucer Energy Chiloé SpA. Petition Presentation Date : November 8th, 2018. Petition Preferential Date : November 8th, 2018. Petition Registration Date : November 30th, 2018. Page 15, number 13 of the Discovery Registry of Petition Registration Data : the Custodian of Mines of Maullín corresponding to the year 2018. Petition Registration Publication Date : December 13th, 2018. Court Resolution Request Date : January 31st, 2019. Sernageomin’s Report Date : March 12th, 2019. Court Resolution Date : March 29th, 2019. Court Resolution Publication Date : June 1st, 2019. Court Resolution Registration : July 25th, 2019. Request Court Resolution Registration Date : July 29th, 2019. Page 29, number 13 of the Discovery Registry of Court Resolution Registration Data : the Custodian of Mines of Maullín corresponding to the year 2019. Mining Fees : 2019, 2020. Filing Fee : Paid on time. National Rol N° : 103070217-0.

7. Maullín 7 Type of Concession : Exploration mining concession. Name : MAULLÍN 7. Borough of Maullín, Province of Llanquihue, Location : Region of Los Lagos. Surface : 300 hectares. Petitioner : Chaucer Energy Chiloé SpA. Registered Owner : Chaucer Energy Chiloé SpA. Petition Presentation Date : November 8th, 2018. Petition Preferential Date : November 8th, 2018. Petition Registration Date : December 3rd, 2018. Page 16, number 14 of the Discovery Registry of Petition Registration Data : the Custodian of Mines of Maullín corresponding to the year 2018. Petition Registration Publication Date : December 13th, 2018. Court Resolution Request Date : January 31st, 2019. Sernageomin’s Report Date : March 20th, 2019. Court Resolution Date : March 29th, 2019. Court Resolution Publication Date : June 1st, 2019. Court Resolution Registration : July 25th, 2019. Request Court Resolution Registration Date : July 29th, 2019. Page 32, number 14 of the Discovery Registry of Court Resolution Registration Data : the Custodian of Mines of Maullín corresponding to the year 2019. Mining Fees : 2019, 2020. Filing Fee : Paid on time. National Rol N° : 103070218-9.

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8. Maullín 8 Type of Concession : Exploration mining concession. Name : MAULLÍN 8. Borough of Maullín, Province of Llanquihue, Location : Region of Los Lagos. Surface : 300 hectares. Petitioner : Chaucer Energy Chiloé SpA. Registered Owner : Chaucer Energy Chiloé SpA. Petition Presentation Date : November 8th, 2018. Petition Preferential Date : November 8th, 2018. Petition Registration Date : December 3rd, 2018. Page 17, number 15 of the Discovery Registry of Petition Registration Data : the Custodian of Mines of Maullín corresponding to the year 2018. Petition Registration Publication Date : December 13th, 2018. Court Resolution Request Date : January 31st, 2019. Sernageomin’s Report Date : March 20th, 2019. Court Resolution Date : April 2nd, 2019. Court Resolution Publication Date : June 1st, 2019. Court Resolution Registration : July 25th, 2019. Request Court Resolution Registration Date : July 29th, 2019. Page 35, number 15 of the Discovery Registry of Court Resolution Registration Data : the Custodian of Mines of Maullín corresponding to the year 2019. Mining Fees : 2020. Filing Fee : Paid on time. National Rol N° : 103070219-7.

9. Maullín 9 Type of Concession : Exploration mining concession. Name : MAULLÍN 9. Borough of Maullín, Province of Llanquihue, Location : Region of Los Lagos. Surface : 300 hectares. Petitioner : Chaucer Energy Chiloé SpA. Registered Owner : Chaucer Energy Chiloé SpA. Petition Presentation Date : November 8th, 2018. Petition Preferential Date : November 8th, 2018. Petition Registration Date : December 3rd, 2018. Page 18, number 16 of the Discovery Registry of Petition Registration Data : the Custodian of Mines of Maullín corresponding to the year 2018. Petition Registration Publication Date : December 13th, 2018. Court Resolution Request Date : January 31st, 2019. Sernageomin’s Report Date : March 20th, 2019. Court Resolution Date : April 2nd, 2019. Court Resolution Publication Date : June 1st, 2019. Court Resolution Registration : July 25th, 2019. Request Court Resolution Registration Date : July 29th, 2019. Page 38, number 16 of the Discovery Registry of Court Resolution Registration Data : the Custodian of Mines of Maullín corresponding to the year 2019. Mining Fees : 2020. Filing Fee : Paid on time. National Rol N° : 103070220-0.

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10. Maullín 10 Type of Concession : Exploration mining concession. Name : MAULLÍN 10. Borough of Maullín, Province of Llanquihue, Location : Region of Los Lagos. Surface : 300 hectares. Petitioner : Chaucer Energy Chiloé SpA. Registered Owner : Chaucer Energy Chiloé SpA. Petition Presentation Date : November 8th, 2018. Petition Preferential Date : November 8th, 2018. Petition Registration Date : December 3rd, 2018. Page 19, number 17 of the Discovery Registry of Petition Registration Data : the Custodian of Mines of Maullín corresponding to the year 2018. Petition Registration Publication Date : December 13th, 2018. Court Resolution Request Date : January 31st, 2019. Sernageomin’s Report Date : April 22th, 2019. Court Resolution Date : June 7th, 2019. Court Resolution Publication Date : June 1st, 2019. Court Resolution Registration : August 23th, 2019. Request Court Resolution Registration Date : August 23th, 2019. Page 53, number 21 of the Discovery Registry of Court Resolution Registration Data : the Custodian of Mines of Maullín corresponding to the year 2019. Mining Fees : 2020. Filing Fee : Paid on time. National Rol N° : 103070221-9. Corrective Resolution Date : July 14th 2020. Corrective Resolution Publication Date : August 1st 2020. Corrective Resolution Registration Date : June 3rd 2020. Registered at the margin of the Court Resolution Corrective Resolution Registration Data : Registration.

11. Maullín 11 Type of Concession : Exploration mining concession. Name : MAULLÍN 11. Borough of Maullín, Province of Llanquihue, Location : Region of Los Lagos. Surface : 300 hectares. Petitioner : Chaucer Energy Chiloé SpA. Registered Owner : Chaucer Energy Chiloé SpA. Petition Presentation Date : November 8th, 2018. Petition Preferential Date : November 8th, 2018. Petition Registration Date : December 3rd, 2018. Page 24, number 22 of the Discovery Registry of Petition Registration Data : the Custodian of Mines of Maullín corresponding to the year 2018. Petition Registration Publication Date : December 13th, 2018. Court Resolution Request Date : January 31st, 2019. Sernageomin’s Report Date : March 20th, 2019. Court Resolution Date : April 2nd, 2019. Court Resolution Publication Date : June 1st, 2019. Court Resolution Registration : July 25th, 2019. Request Court Resolution Registration Date : July 29th, 2019.

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Page 41, number 17 of the Discovery Registry of Court Resolution Registration Data : the Custodian of Mines of Maullín corresponding to the year 2019. Mining Fees : 2020. Filing Fee : Paid on time. National Rol N° : 103070222-7.

12. Maullín 12 Type of Concession : Exploration mining concession. Name : MAULLÍN 12. Borough of Maullín, Province of Llanquihue, Location : Region of Los Lagos. Surface : 300 hectares. Petitioner : Chaucer Energy Chiloé SpA. Registered Owner : Chaucer Energy Chiloé SpA. Petition Presentation Date : November 8th, 2018. Petition Preferential Date : November 8th, 2018. Petition Registration Date : December 3rd, 2018. Page 25, number 23 of the Discovery Registry of Petition Registration Data : the Custodian of Mines of Maullín corresponding to the year 2018. Petition Registration Publication Date : December 13th, 2018. Court Resolution Request Date : January 31st, 2019. Sernageomin’s Report Date : March 20th, 2019. Court Resolution Date : April 2nd, 2019. Court Resolution Publication Date : June 1st, 2019. Court Resolution Registration : July 25th, 2019. Request Court Resolution Registration Date : July 29th, 2019. Page 44, number 18 of the Discovery Registry of Court Resolution Registration Data : the Custodian of Mines of Maullín corresponding to the year 2019. Mining Fees : 2020. Filing Fee : Paid on time. National Rol N° : 103070223-5.

13. Maullín 13 Type of Concession : Exploration mining concession. Name : MAULLÍN 13. Borough of Maullín, Province of Llanquihue, Location : Region of Los Lagos. Surface : 300 hectares. Petitioner : Chaucer Energy Chiloé SpA. Registered Owner : Chaucer Energy Chiloé SpA. Petition Presentation Date : November 8th, 2018. Petition Preferential Date : November 8th, 2018. Petition Registration Date : December 3rd, 2018. Page 20, number 18 of the Discovery Registry of Petition Registration Data : the Custodian of Mines of Maullín corresponding to the year 2018. Petition Registration Publication Date : December 13th, 2018. Court Resolution Request Date : January 31st, 2019. Sernageomin’s Report Date : March 20th, 2019. Court Resolution Date : April 3rd, 2019. Court Resolution Publication Date June 1st, 2019. : Court Resolution Registration : July 25th, 2019.

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Request Court Resolution Registration Date : July 29th, 2019. Page 47, number 19 of the Discovery Registry of Court Resolution Registration Data : the Custodian of Mines of Maullín corresponding to the year 2019. Mining Fees : 2020. Filing Fee : Paid on time. National Rol N° : 103070224-3.

14. Maullín 14 Type of Concession : Exploration mining concession. Name : MAULLÍN 14. Borough of Maullín, Province of Llanquihue, Location : Region of Los Lagos. Surface : 300 hectares. Petitioner : Chaucer Energy Chiloé SpA. Registered Owner : Chaucer Energy Chiloé SpA. Petition Presentation Date : November 8th, 2018. Petition Preferential Date : November 8th, 2018. Petition Registration Date : December 3rd, 2018. Page 26, number 24 of the Discovery Registry of Petition Registration Data : the Custodian of Mines of Maullín corresponding to the year 2018. Petition Registration Publication Date : December 13th, 2018. Court Resolution Request Date : January 31st, 2019. Sernageomin’s Report Date : March 20th, 2019. Court Resolution Date : April 3rd, 2019. Court Resolution Publication Date : June 1st, 2019. Court Resolution Registration : July 25th, 2019. Request Court Resolution Registration Date : July 29th, 2019. Page 50, number 20 of the Discovery Registry of Court Resolution Registration Data : the Custodian of Mines of Maullín corresponding to the year 2019. Mining Fees : 2020. Filing Fee : Paid on time. National Rol N° : 103070225-1.

B. Río Pérez Project Mining Concessions

i. These exploration mining concessions were granted by Court resolutions dated September 30th 2019 (“Imperial 6”, “Imperial 8”, “Imperial 11”, “Imperial 14”, “Imperial 24”, and “Imperial 27”), October 2nd 2019 (“Imperial 3”, “Imperial 5”, “Imperial 9”, “Imperial 15”, “Imperial 17”, and “Imperial 21”), November 15th 2019 (“Imperial 1”, “Imperial 2”, “Imperial 4”, “Imperial 7”, “Imperial 10”, “Imperial 13”, “Imperial 16”, “Imperial 18”, “Imperial 19”, “Imperial 20”, “Imperial 22”, “Imperial 23”, “Imperial 25”, “Imperial 26”, and “Imperial 28”), and December 16th 2019 (“Imperial 12”).

ii. Ownership: Pursuant to the ownership certificates issued by the Custodian of Mines of Punta Arenas on July 31st 2020, these mining concessions are registered in favor of Chaucer Energy Valdivia SpA.

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iii. Encumbrances: According to the relevant certificates issued by the Custodian of Mines of Punta Arenas on August 3rd 2020, there are no encumbrances, easements or liens affecting them.

iv. Payment of the annual license fee: All mining licenses and taxes have been timely paid.

v. Preference: Pursuant to the Technical Report, all mining concessions have preference over their area.

1. Imperial 1 Type of Concession : Exploration mining concession. Name : IMPERIAL 1. Borough of Río Verde, Province of Magallanes, Location : Region of Magallanes and Antártica Chilena. Surface : 300 hectares. Petitioner : Chaucer Energy Valdivia SpA. Registered Owner : Chaucer Energy Valdivia SpA. Petition Presentation Date : March 29th, 2019. Petition Preferential Date : March 29th, 2019. Petition Registration Date : April 15th, 2019. Page 29, number 43 of the Discovery Registry of Petition Registration Data : the Custodian of Mines of Punta Arenas corresponding to the year 2019. Petition Registration Publication Date : May 2nd, 2019. Court Resolution Request Date : June 28th, 2019. Sernageomin’s Report Date : August 28th 2019. Court Resolution Date : November 15th 2019. Court Resolution Publication Date : January 2nd, 2020. Court Resolution Registration Date : February 14th, 2020. Page 57, number 49 of the Discovery Registry of Court Resolution Registration Data : the Custodian of Mines of Punta Arenas corresponding to the year 2020. Mining Fees : 2020. Filing Fee : Paid on time. National Rol N° : 122022238-8.

2. Imperial 2 Type of Concession : Exploration mining concession. Name : IMPERIAL 2. Borough of Río Verde, Province of Magallanes, Location : Region of Magallanes and Antártica Chilena. Surface : 300 hectares. Petitioner : Chaucer Energy Valdivia SpA. Registered Owner : Chaucer Energy Valdivia SpA. Petition Presentation Date : March 29th, 2019. Petition Preferential Date : March 29th, 2019. Petition Registration Date : April 15th, 2019. Page 30, number 44 of the Discovery Registry of Petition Registration Data : the Custodian of Mines of Punta Arenas corresponding to the year 2019. Petition Registration Publication Date : May 2nd, 2019. Court Resolution Request Date : June 28th, 2019.

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Sernageomin’s Report Date : August 28th 2019. Court Resolution Date : November 15th 2019. Court Resolution Publication Date : January 2nd, 2020. Court Resolution Registration Date : February 14th, 2020. Page 65, number 53 of the Discovery Registry of Court Resolution Registration Data : the Custodian of Mines of Punta Arenas corresponding to the year 2020. Mining Fees : 2020. Filing Fee : Paid on time. National Rol N° : 122022242-6

3. Imperial 3 Type of Concession : Exploration mining concession. Name : IMPERIAL 3. Borough of Río Verde, Province of Magallanes, Location : Region of Magallanes and Antártica Chilena. Surface : 300 hectares. Petitioner : Chaucer Energy Valdivia SpA. Registered Owner : Chaucer Energy Valdivia SpA. Petition Presentation Date : March 29th, 2019. Petition Preferential Date : March 29th, 2019. Petition Registration Date : April 15th, 2019. Page 31, number 45 of the Discovery Registry of Petition Registration Data : the Custodian of Mines of Punta Arenas corresponding to the year 2019. Petition Registration Publication Date : May 2nd, 2019. Court Resolution Request Date : June 28th, 2019. Sernageomin’s Report Date : August 28th, 2019. Court Resolution Date : October 2nd, 2019. Court Resolution Publication Date : December 2nd, 2019. Court Resolution Registration Date : December 19th, 2019. Page 320, number 409 of the Discovery Registry Court Resolution Registration Data : of the Custodian of Mines of Punta Arenas corresponding to the year 2019. Mining Fees : 2020. Filing Fee : Paid on time. National Rol N° : 122022248-5.

4. Imperial 4 Type of Concession : Exploration mining concession. Name: : IMPERIAL 4. Borough of Río Verde, Province of Magallanes, Location : Region of Magallanes and Antártica Chilena. Surface : 300 hectares. Petitioner : Chaucer Energy Valdivia SpA. Registered Owner : Chaucer Energy Valdivia SpA. Petition Presentation Date : March 29th, 2019. Petition Preferential Date : March 29th, 2019. Petition Registration Date : April 15th, 2019. Page 32, number 46 of the Discovery Registry of Petition Registration Data : the Custodian of Mines of Punta Arenas corresponding to the year 2019. Petition Registration Publication Date : May 2nd, 2019. Court Resolution Request Date : June 28th, 2019. Sernageomin’s Report Date : August 28th 2019.

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Court Resolution Date : November 15th 2019. Court Resolution Publication Date : January 2nd, 2020. Court Resolution Registration Date : February 14th, 2020. Page 55, number 48 of the Discovery Registry of Court Resolution Registration Data : the Custodian of Mines of Punta Arenas corresponding to the year 2020. Mining Fees : 2020. Filing Fee : Paid on time. National Rol N° : 122022237-K.

5. Imperial 5 Type of Concession : Exploration mining concession. Name : IMPERIAL 5. Borough of Río Verde, Province of Magallanes, Location : Region of Magallanes and Antártica Chilena. Surface : 300 hectares. Petitioner : Chaucer Energy Valdivia SpA. Registered Owner : Chaucer Energy Valdivia SpA. Petition Presentation Date : March 29th, 2019. Petition Preferential Date : March 29th, 2019. Petition Registration Date : April 15th, 2019. Page 33, number 47 of the Discovery Registry of Petition Registration Data : the Custodian of Mines of Punta Arenas corresponding to the year 2019. Petition Registration Publication Date : May 2nd, 2019. Court Resolution Request Date : June 28th, 2019. Sernageomin’s Report Date : August 28th, 2019. Court Resolution Date : October 2nd, 2019. Court Resolution Publication Date : December 2nd, 2019. Court Resolution Registration Date : December 19th, 2019. Page 318, number 408 of the Discovery Registry Court Resolution Registration Data : of the Custodian of Mines of Punta Arenas corresponding to the year 2019. Mining Fees : 2020. Filing Fee : Paid on time. National Rol N° : 122022249-3.

6. Imperial 6 Type of Concession : Exploration mining concession. Name : IMPERIAL 6. Borough of Río Verde, Province of Magallanes, Location : Region of Magallanes and Antártica Chilena. Surface : 300 hectares. Petitioner : Chaucer Energy Valdivia SpA. Registered Owner : Chaucer Energy Valdivia SpA. Petition Presentation Date : March 29th, 2019. Petition Preferential Date : March 29th, 2019. Petition Registration Date : April 15th, 2019. Page 34, number 48 of the Discovery Registry of Petition Registration Data : the Custodian of Mines of Punta Arenas corresponding to the year 2019. Petition Registration Publication Date : May 2nd, 2019. Court Resolution Request Date : June 28th, 2019. Sernageomin’s Report Date : August 28th, 2019. Court Resolution Date : September 30th, 2019. Court Resolution Publication Date : December 2nd, 2019.

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Court Resolution Registration Date : December 19th, 2019. Page 326, number 412 of the Discovery Registry Court Resolution Registration Data : of the Custodian of Mines of Punta Arenas corresponding to the year 2019. Mining Fees : 2020. Filing Fee : Paid on time. National Rol N° : 122022244-2

7. Imperial 7 Type of Concession : Exploration mining concession. Name : IMPERIAL 7. Borough of Río Verde, Province of Magallanes, Location : Region of Magallanes and Antártica Chilena. Surface : 300 hectares. Petitioner : Chaucer Energy Valdivia SpA. Registered Owner : Chaucer Energy Valdivia SpA. Petition Presentation Date : March 29th, 2019. Petition Preferential Date : March 29th, 2019. Petition Registration Date : April 15th, 2019. Page 35, number 49 of the Discovery Registry of Petition Registration Data : the Custodian of Mines of Punta Arenas corresponding to the year 2019. Petition Registration Publication Date : May 2nd, 2019. Court Resolution Request Date : June 28th, 2019. Sernageomin’s Report Date : August 28th 2019. Court Resolution Date : November 15th 2019. Court Resolution Publication Date : January 2nd, 2020. Court Resolution Registration Date : February 14th, 2020. Page 53, number 47 of the Discovery Registry of Court Resolution Registration Data : the Custodian of Mines of Punta Arenas corresponding to the year 2020.

Mining Fees : 2020. Filing Fee : Paid on time. National Rol N° : 122022236-1.

8. Imperial 8 Type of Concession : Exploration mining concession. Name : IMPERIAL 8. Borough of Río Verde, Province of Magallanes, Location : Region of Magallanes and Antártica Chilena. Surface : 300 hectares. Petitioner : Chaucer Energy Valdivia SpA. Registered Owner : Chaucer Energy Valdivia SpA. Petition Presentation Date : March 29th, 2019. Petition Preferential Date : March 29th, 2019. Petition Registration Date : April 15th, 2019. Page 36, number 50 of the Discovery Registry of Petition Registration Data : the Custodian of Mines of Punta Arenas corresponding to the year 2019. Petition Registration Publication Date : May 2nd, 2019. Court Resolution Request Date : June 28th, 2019. Sernageomin’s Report Date : August 28th, 2019. Court Resolution Date : September 30th, 2019. Court Resolution Publication Date : December 2nd, 2019.

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Court Resolution Registration Date : December 19th, 2019. Page 316, number 407 of the Discovery Registry Court Resolution Registration Data : of the Custodian of Mines of Punta Arenas corresponding to the year 2019. Mining Fees : 2020. Filing Fee : Paid on time. National Rol N° : 122022250-7.

9. Imperial 9 Type of Concession : Exploration mining concession. Name : IMPERIAL 9. Borough of Río Verde, Province of Magallanes, Location : Region of Magallanes and Antártica Chilena. Surface : 300 hectares. Petitioner : Chaucer Energy Valdivia SpA. Registered Owner : Chaucer Energy Valdivia SpA. Petition Presentation Date : March 29th, 2019. Petition Preferential Date : March 29th, 2019. Petition Registration Date : April 15th, 2019. Page 37, number 51 of the Discovery Registry of Petition Registration Data : the Custodian of Mines of Punta Arenas corresponding to the year 2019. Petition Registration Publication Date : May 2nd, 2019. Court Resolution Request Date : June 28th, 2019. Sernageomin’s Report Date : August 28th, 2019. Court Resolution Date : October 2nd, 2019. Court Resolution Publication Date : December 2nd, 2019. Court Resolution Registration Date : December 19th, 2019. Page 324, number 411 of the Discovery Registry Court Resolution Registration Data : of the Custodian of Mines of Punta Arenas corresponding to the year 2019. Mining Fees : 2020. Filing Fee : Paid on time. National Rol N° : 122022245-0.

10. Imperial 10 Type of Concession : Exploration mining concession. Name : IMPERIAL 10. Borough of Río Verde, Province of Magallanes, Location : Region of Magallanes and Antártica Chilena. Surface : 300 hectares. Petitioner : Chaucer Energy Valdivia SpA. Registered Owner : Chaucer Energy Valdivia SpA. Petition Presentation Date : March 29th, 2019. Petition Preferential Date : March 29th, 2019. Petition Registration Date : April 15th, 2019. Page 38, number 52 of the Discovery Registry of Petition Registration Data : the Custodian of Mines of Punta Arenas corresponding to the year 2019. Petition Registration Publication Date : May 2nd, 2019. Court Resolution Request Date : June 28th, 2019. Sernageomin’s Report Date : August 28th 2019. Court Resolution Date : November 15th 2019. Court Resolution Publication Date : January 2nd, 2020. Court Resolution Registration Date : February 14th, 2020.

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Page 51, number 46 of the Discovery Registry of Court Resolution Registration Data : the Custodian of Mines of Punta Arenas corresponding to the year 2020. Mining Fees : 2020. Filing Fee : Paid on time. National Rol N° : 122022235-3.

11. Imperial 11 Type of Concession : Exploration mining concession. Name : IMPERIAL 11. Borough of Río Verde, Province of Magallanes, Location : Region of Magallanes and Antártica Chilena. Surface : 300 hectares. Petitioner : Chaucer Energy Valdivia SpA. Registered Owner : Chaucer Energy Valdivia SpA. Petition Presentation Date : March 29th, 2019. Petition Preferential Date : March 29th, 2019. Petition Registration Date : April 15th, 2019. Page 39, number 53 of the Discovery Registry of Petition Registration Data : the Custodian of Mines of Punta Arenas corresponding to the year 2019. Petition Registration Publication Date : May 2nd, 2019. Court Resolution Request Date : June 28th, 2019. Sernageomin’s Report Date : August 28th, 2019. Court Resolution Date : September 30th, 2019. Court Resolution Publication Date : December 2nd, 2019. Court Resolution Registration Date : December 19th, 2019. Page 314, number 406 of the Discovery Registry Court Resolution Registration Data : of the Custodian of Mines of Punta Arenas corresponding to the year 2019. Mining Fees : 2020. Filing Fee : Paid on time. National Rol N° : 122022251-5.

12. Imperial 12 Type of Concession : Exploration mining concession. Name : IMPERIAL 12. Borough of Río Verde, Province of Magallanes, Location : Region of Magallanes and Antártica Chilena. Surface : 300 hectares. Petitioner : Chaucer Energy Valdivia SpA. Registered Owner : Chaucer Energy Valdivia SpA. Petition Presentation Date : March 29th, 2019. Petition Preferential Date : March 29th, 2019. Petition Registration Date : April 15th, 2019. Page 40, number 54 of the Discovery Registry of Petition Registration Data : the Custodian of Mines of Punta Arenas corresponding to the year 2019. Petition Registration Publication Date : May 2nd, 2019. Court Resolution Request Date : June 28th, 2019. Sernageomin’s Report Date : August 28th 2019. Court Resolution Date : December 16th 2019. Court Resolution Publication Date : February 1st, 2020. Court Resolution Registration Date : March 26th, 2020.

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Page 126, number 136 of the Discovery Registry Court Resolution Registration Data : of the Custodian of Mines of Punta Arenas corresponding to the year 2020. Mining Fees : 2020. Filing Fee : Paid on time. National Rol N° : 122022246-9.

13. Imperial 13 Type of Concession : Exploration mining concession. Name : IMPERIAL 13. Borough of Río Verde, Province of Magallanes, Location : Region of Magallanes and Antártica Chilena. Surface : 300 hectares. Petitioner : Chaucer Energy Valdivia SpA. Registered Owner : Chaucer Energy Valdivia SpA. Petition Presentation Date : March 29th, 2019. Petition Preferential Date : March 29th, 2019. Petition Registration Date : April 15th, 2019. Page 41, number 55 of the Discovery Registry of Petition Registration Data : the Custodian of Mines of Punta Arenas corresponding to the year 2019. Petition Registration Publication Date : May 2nd, 2019. Court Resolution Request Date : June 28th, 2019. Sernageomin’s Report Date : August 28th 2019. Court Resolution Date : November 15th 2019. Court Resolution Publication Date : January 2nd, 2020. Court Resolution Registration Date : February 14th, 2020. Page 49, number 45 of the Discovery Registry of Court Resolution Registration Data : the Custodian of Mines of Punta Arenas corresponding to the year 2020. Mining Fees : 2020. Filing Fee : Paid on time. National Rol N° : 122022234-5.

14. Imperial 14 Type of Concession : Exploration mining concession. Name : IMPERIAL 14. Borough of Río Verde, Province of Magallanes, Location : Region of Magallanes and Antártica Chilena. Surface : 300 hectares. Petitioner : Chaucer Energy Valdivia SpA. Registered Owner : Chaucer Energy Valdivia SpA. Petition Presentation Date : March 29th, 2019. Petition Preferential Date : March 29th, 2019. Petition Registration Date : April 15th, 2019. Page 42, number 56 of the Discovery Registry of Petition Registration Data : the Custodian of Mines of Punta Arenas corresponding to the year 2019. Petition Registration Publication Date : May 2nd, 2019. Court Resolution Request Date : June 28th, 2019. Sernageomin’s Report Date : August 28th, 2019. Court Resolution Date : September 30th, 2019. Court Resolution Publication Date : December 2nd, 2019. Court Resolution Registration Date December 19th, 2019. :

144 SECTION 12 | INDEPENDENT LEGAL REPORT

Page 312, number 405 of the Discovery Registry Court Resolution Registration Data : of the Custodian of Mines of Punta Arenas corresponding to the year 2019. Mining Fees : 2020. Filing Fee : Paid on time. National Rol N° : 122022252-3.

15. Imperial 15 Type of Concession : Exploration mining concession. Name : IMPERIAL 15. Borough of Río Verde, Province of Magallanes, Location : Region of Magallanes and Antártica Chilena. Surface : 300 hectares. Petitioner : Chaucer Energy Valdivia SpA. Registered Owner : Chaucer Energy Valdivia SpA. Petition Presentation Date : March 29th, 2019. Petition Preferential Date : March 29th, 2019. Petition Registration Date : April 15th, 2019. Page 43, number 57 of the Discovery Registry of Petition Registration Data : the Custodian of Mines of Punta Arenas corresponding to the year 2019. Petition Registration Publication Date : May 2nd, 2019. Court Resolution Request Date : June 28th, 2019. Sernageomin’s Report Date : August 28th, 2019. Court Resolution Date : October 2nd, 2019. Court Resolution Publication Date : December 2nd, 2019. Court Resolution Registration Date : December 19th, 2019. Page 322, number 410 of the Discovery Registry Court Resolution Registration Data : of the Custodian of Mines of Punta Arenas corresponding to the year 2019. Mining Fees : 2020. Filing Fee : Paid on time. National Rol N° : 122022247-7.

16. Imperial 16 Type of Concession : Exploration mining concession. Name : IMPERIAL 16. Borough of Río Verde, Province of Magallanes, Location : Region of Magallanes and Antártica Chilena. Surface : 300 hectares. Petitioner : Chaucer Energy Valdivia SpA. Registered Owner : Chaucer Energy Valdivia SpA. Petition Presentation Date : March 29th, 2019. Petition Preferential Date : March 29th, 2019. Petition Registration Date : April 15th, 2019. Page 44, number 58 of the Discovery Registry of Petition Registration Data : the Custodian of Mines of Punta Arenas corresponding to the year 2019. Petition Registration Publication Date : May 2nd, 2019. Court Resolution Request Date : June 28th, 2019. Sernageomin’s Report Date : August 28th 2019. Court Resolution Date : November 15th 2019. Court Resolution Publication Date : January 2nd, 2020. Court Resolution Registration Date February 14th, 2020. :

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Page 47, number 44 of the Discovery Registry of Court Resolution Registration Data : the Custodian of Mines of Punta Arenas corresponding to the year 2020. Mining Fees : 2020. Filing Fee : Paid on time. National Rol N° : 122022233-7.

17. Imperial 17 Type of Concession : Exploration mining concession. Name : IMPERIAL 17. Borough of Río Verde, Province of Magallanes, Location : Region of Magallanes and Antártica Chilena. Surface : 300 hectares. Petitioner : Chaucer Energy Valdivia SpA. Registered Owner : Chaucer Energy Valdivia SpA. Petition Presentation Date : March 29th, 2019. Petition Preferential Date : March 29th, 2019. Petition Registration Date : April 15th, 2019. Page 45, number 59 of the Discovery Registry of Petition Registration Data : the Custodian of Mines of Punta Arenas corresponding to the year 2019. Petition Registration Publication Date : May 2nd, 2019. Court Resolution Request Date : June 28th, 2019. Sernageomin’s Report Date : August 28th, 2019. Court Resolution Date : October 2nd, 2019. Court Resolution Publication Date : December 2nd, 2019. Court Resolution Registration Date : December 19th, 2019. Page 310, number 404 of the Discovery Registry Court Resolution Registration Data : of the Custodian of Mines of Punta Arenas corresponding to the year 2019. Mining Fees : 2020. Filing Fee : Paid on time. National Rol N° : 122022253-1.

18. Imperial 18 Type of Concession : Exploration mining concession. Name : IMPERIAL 18. Borough of Río Verde, Province of Magallanes, Location : Region of Magallanes and Antártica Chilena. Surface : 300 hectares. Petitioner : Chaucer Energy Valdivia SpA. Registered Owner : Chaucer Energy Valdivia SpA. Petition Presentation Date : April 5th, 2019. Petition Preferential Date : April 5th, 2019. Petition Registration Date : April 15th, 2019. Page 46, number 60 of the Discovery Registry of Petition Registration Data : the Custodian of Mines of Punta Arenas corresponding to the year 2019. Petition Registration Publication Date : May 2nd, 2019. Court Resolution Request Date : June 28th, 2019. Sernageomin’s Report Date : August 28th 2019. Court Resolution Date : November 15th 2019. Court Resolution Publication Date : January 2nd, 2020. Court Resolution Registration Date February 14th, 2020. :

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Page 67, number 54 of the Discovery Registry of Court Resolution Registration Data : the Custodian of Mines of Punta Arenas corresponding to the year 2020. Mining Fees : 2020. Filing Fee : Paid on time. National Rol N° : 122022243-4.

19. Imperial 19 Type of Concession : Exploration mining concession. Name : IMPERIAL 19. Borough of Río Verde, Province of Magallanes, Location : Region of Magallanes and Antártica Chilena. Surface : 300 hectares. Petitioner : Chaucer Energy Valdivia SpA. Registered Owner : Chaucer Energy Valdivia SpA. Petition Presentation Date : March 29th, 2019. Petition Preferential Date : March 29th, 2019. Petition Registration Date : April 15th, 2019. Page 47, number 61 of the Discovery Registry of Petition Registration Data : the Custodian of Mines of Punta Arenas corresponding to the year 2019. Petition Registration Publication Date : May 2nd, 2019. Court Resolution Request Date : June 28th, 2019. Sernageomin’s Report Date : August 28th 2019. Court Resolution Date : November 15th 2019. Court Resolution Publication Date : January 2nd, 2020. Court Resolution Registration Date : February 14th, 2020. Page 45, number 43 of the Discovery Registry of Court Resolution Registration Data : the Custodian of Mines of Punta Arenas corresponding to the year 2020. Mining Fees : 2020. Filing Fee : Paid on time. National Rol N° : 122022232-9.

20. Imperial 20 Type of Concession : Exploration mining concession. Name : IMPERIAL 20. Borough of Río Verde, Province of Magallanes, Location : Region of Magallanes and Antártica Chilena. Surface : 300 hectares. Petitioner : Chaucer Energy Valdivia SpA. Registered Owner : Chaucer Energy Valdivia SpA. Petition Presentation Date : March 29th, 2019. Petition Preferential Date : March 29th, 2019. Petition Registration Date : April 15th, 2019. Page 48, number 62 of the Discovery Registry of Petition Registration Data : the Custodian of Mines of Punta Arenas corresponding to the year 2019. Petition Registration Publication Date : May 2nd, 2019. Court Resolution Request Date : June 28th, 2019. Sernageomin’s Report Date : August 28th 2019. Court Resolution Date : November 15th 2019. Court Resolution Publication Date : January 2nd, 2020. Court Resolution Registration Date February 14th, 2020. :

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Page 63, number 52 of the Discovery Registry of Court Resolution Registration Data : the Custodian of Mines of Punta Arenas corresponding to the year 2020. Mining Fees : 2020. Filing Fee : Paid on time. National Rol N° : 122022241-8.

21. Imperial 21 Type of Concession : Exploration mining concession. Name : IMPERIAL 21. Borough of Río Verde, Province of Magallanes, Location : Region of Magallanes and Antártica Chilena. Surface : 300 hectares. Petitioner : Chaucer Energy Valdivia SpA. Registered Owner : Chaucer Energy Valdivia SpA. Petition Presentation Date : March 29th, 2019. Petition Preferential Date : March 29th, 2019. Petition Registration Date : April 15th, 2019. Page 49, number 63 of the Discovery Registry of Petition Registration Data : the Custodian of Mines of Punta Arenas corresponding to the year 2019. Petition Registration Publication Date : May 2nd, 2019. Court Resolution Request Date : June 28th, 2019. Sernageomin’s Report Date : August 28th, 2019. Court Resolution Date : October 2nd, 2019. Court Resolution Publication Date : December 2nd, 2019. Court Resolution Registration Date : December 19th, 2019. Page 308, number 403 of the Discovery Registry Court Resolution Registration Data : of the Custodian of Mines of Punta Arenas corresponding to the year 2019. Mining Fees : 2020. Filing Fee : Paid on time. National Rol N° : 122022254-K.

22. Imperial 22 Type of Concession : Exploration mining concession. Name : IMPERIAL 22. Borough of Río Verde, Province of Magallanes, Location : Region of Magallanes and Antártica Chilena. Surface : 300 hectares. Petitioner : Chaucer Energy Valdivia SpA. Registered Owner : Chaucer Energy Valdivia SpA. Petition Presentation Date : March 29th, 2019. Petition Preferential Date : March 29th, 2019. Petition Registration Date : April 15th, 2019. Page 50, number 64 of the Discovery Registry of Petition Registration Data : the Custodian of Mines of Punta Arenas corresponding to the year 2019. Petition Registration Publication Date : May 2nd, 2019. Court Resolution Request Date : June 28th, 2019. Sernageomin’s Report Date : August 28th 2019. Court Resolution Date : November 15th 2019. Court Resolution Publication Date : January 2nd, 2020. Court Resolution Registration Date February 14th, 2020. :

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Page 43, number 42 of the Discovery Registry of Court Resolution Registration Data : the Custodian of Mines of Punta Arenas corresponding to the year 2020. Mining Fees : 2020. Filing Fee : Paid on time. National Rol N° : 122022231-0.

23. Imperial 23 Type of Concession : Exploration mining concession. Name : IMPERIAL 23. Borough of Río Verde, Province of Magallanes, Location : Region of Magallanes and Antártica Chilena. Surface : 300 hectares. Petitioner : Chaucer Energy Valdivia SpA. Registered Owner : Chaucer Energy Valdivia SpA. Petition Presentation Date : March 29th, 2019. Petition Preferential Date : March 29th, 2019. Petition Registration Date : April 15th, 2019. Page 51, number 65 of the Discovery Registry of Petition Registration Data : the Custodian of Mines of Punta Arenas corresponding to the year 2019. Petition Registration Publication Date : May 2nd, 2019. Court Resolution Request Date : June 28th, 2019. Sernageomin’s Report Date : August 28th 2019. Court Resolution Date : November 15th 2019. Court Resolution Publication Date : January 2nd, 2020. Court Resolution Registration Date : February 14th, 2020. Page 61, number 51 of the Discovery Registry of Court Resolution Registration Data : the Custodian of Mines of Punta Arenas corresponding to the year 2020. Mining Fees : 2020. Filing Fee : Paid on time. National Rol N° : 122022240-K.

24. Imperial 24 Type of Concession : Exploration mining concession. Name : IMPERIAL 24. Borough of Río Verde, Province of Magallanes, Location : Region of Magallanes and Antártica Chilena. Surface : 300 hectares. Petitioner : Chaucer Energy Valdivia SpA. Registered Owner : Chaucer Energy Valdivia SpA. Petition Presentation Date : March 29th, 2019. Petition Preferential Date : March 29th, 2019. Petition Registration Date : April 15th, 2019. Page 52, number 66 of the Discovery Registry of Petition Registration Data : the Custodian of Mines of Punta Arenas corresponding to the year 2019. Petition Registration Publication Date : May 2nd, 2019. Court Resolution Request Date : June 28th, 2019. Sernageomin’s Report Date : August 28th, 2019. Court Resolution Date : September 30th, 2019. Court Resolution Publication Date : December 2nd, 2019. Court Resolution Registration Date December 19th, 2019. :

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Page 306, number 402 of the Discovery Registry Court Resolution Registration Data : of the Custodian of Mines of Punta Arenas corresponding to the year 2019. Mining Fees : 2020. Filing Fee : Paid on time. National Rol N° : 122022255-8.

25. Imperial 25 Type of Concession : Exploration mining concession. Name : IMPERIAL 25. Borough of Río Verde, Province of Magallanes, Location : Region of Magallanes and Antártica Chilena. Surface : 300 hectares. Petitioner : Chaucer Energy Valdivia SpA. Registered Owner : Chaucer Energy Valdivia SpA. Petition Presentation Date : March 29th, 2019. Petition Preferential Date : March 29th, 2019. Petition Registration Date : April 15th, 2019. Page 53, number 67 of the Discovery Registry of Petition Registration Data : the Custodian of Mines of Punta Arenas corresponding to the year 2019. Petition Registration Publication Date : May 2nd, 2019. Court Resolution Request Date : June 28th, 2019. Sernageomin’s Report Date : August 28th 2019. Court Resolution Date : November 15th 2019. Court Resolution Publication Date : January 2nd, 2020. Court Resolution Registration Date : February 14th, 2020. Page 41, number 41 of the Discovery Registry of Court Resolution Registration Data : the Custodian of Mines of Punta Arenas corresponding to the year 2020. Mining Fees : 2020. Filing Fee : Paid on time. National Rol N° : 122022230-2.

26. Imperial 26 Type of Concession : Exploration mining concession. Name : IMPERIAL 26. Borough of Río Verde, Province of Magallanes, Location : Region of Magallanes and Antártica Chilena. Surface : 300 hectares. Petitioner : Chaucer Energy Valdivia SpA. Registered Owner : Chaucer Energy Valdivia SpA. Petition Presentation Date : March 29th, 2019. Petition Preferential Date : March 29th, 2019. Petition Registration Date : April 15th, 2019. Page 54, number 68 of the Discovery Registry of Petition Registration Data : the Custodian of Mines of Punta Arenas corresponding to the year 2019. Petition Registration Publication Date : May 2nd, 2019. Court Resolution Request Date : June 28th, 2019. Sernageomin’s Report Date : August 28th 2019. Court Resolution Date : November 15th 2019. Court Resolution Publication Date : January 2nd, 2020. Court Resolution Registration Date February 14th, 2020. :

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Page 59, number 50 of the Discovery Registry of Court Resolution Registration Data : the Custodian of Mines of Punta Arenas corresponding to the year 2020. Mining Fees : 2020. Filing Fee : Paid on time. National Rol N° : 122022239-6.

27. Imperial 27 Type of Concession : Exploration mining concession. Name : IMPERIAL 27. Borough of Río Verde, Province of Magallanes, Location : Region of Magallanes and Antártica Chilena. Surface : 100 hectares. Petitioner : Chaucer Energy Valdivia SpA. Registered Owner : Chaucer Energy Valdivia SpA. Petition Presentation Date : March 29th, 2019. Petition Preferential Date : March 29th, 2019. Petition Registration Date : April 15th, 2019. Page 55, number 69 of the Discovery Registry of Petition Registration Data : the Custodian of Mines of Punta Arenas corresponding to the year 2019. Petition Registration Publication Date : May 2nd, 2019. Court Resolution Request Date : June 28th, 2019. Sernageomin’s Report Date : August 28th, 2019. Court Resolution Date : September 30th, 2019. Court Resolution Publication Date : December 2nd, 2019. Court Resolution Registration Date : December 19th, 2019. Page 304, number 401 of the Discovery Registry Court Resolution Registration Data : of the Custodian of Mines of Punta Arenas corresponding to the year 2019. Mining Fees : 2020. Filing Fee : Paid on time. National Rol N° : 122022256-6.

28. Imperial 28 Type of Concession : Exploration mining concession. Name : IMPERIAL 28. Borough of Río Verde, Province of Magallanes, Location : Region of Magallanes and Antártica Chilena. Surface : 300 hectares. Petitioner : Chaucer Energy Valdivia SpA. Registered Owner : Chaucer Energy Valdivia SpA. Petition Presentation Date : March 29th, 2019. Petition Preferential Date : March 29th, 2019. Petition Registration Date : April 15th, 2019. Page 56, number 70 of the Discovery Registry of Petition Registration Data : the Custodian of Mines of Punta Arenas corresponding to the year 2019. Petition Registration Publication Date : May 2nd, 2019. Court Resolution Request Date : June 28th, 2019. Sernageomin’s Report Date : August 28th 2019. Court Resolution Date : November 15th 2019. Court Resolution Publication Date : January 2nd, 2020. Court Resolution Registration Date February 14th, 2020. :

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Page 39, number 40 of the Discovery Registry of Court Resolution Registration Data : the Custodian of Mines of Punta Arenas corresponding to the year 2020. Mining Fees : 2020. Filing Fee : Paid on time. National Rol N° : 122022229-9.

C. Isla Riesco Project Mining Concessions

i. These exploration mining concessions were granted by Court resolutions dated November 29th 2019 (“Riesco 5”), December 2nd 2019 (“Riesco 2” and “Riesco 15”), December 3rd 2019 (“Riesco 6” and “Riesco 18”), December 4th (“Riesco 1”, “Riesco 3”, “Riesco 4”, “Riesco 7”, “Riesco 9”, “Riesco 10”, “Riesco 12”, “Riesco 13”, “Riesco 16”, “Riesco 19”, “Riesco 21” and “Riesco 22”), December 11th 2019 (“Riesco 11”, “Riesco 20” and “Riesco 23”) and December 16th 2019 (“Riesco 8”, “Riesco 14” and “Riesco 17”).

iii. Encumbrances: According to the relevant certificates issued by the Custodian of Mines of Punta Arenas on August 3rd 2020, there are no encumbrances, easements or liens affecting them.

iv. Payment of the annual license fee: All mining licenses and taxes have been timely paid.

v. Preference: Pursuant to the Technical Report, all mining concessions have preference over their area.

1. Riesco 1 Type of Concession : Exploration mining concession. Name : RIESCO 1. Borough of Río Verde, Province of Magallanes, Location : Region of Magallanes and Antártica Chilena. Surface : 300 hectares. Petitioner : Álvaro Florez Keim. Registered Owner : Chaucer Energy Riesco SpA. Petition Presentation Date : June 8th, 2019. Petition Preferential Date : June 8th, 2019. Petition Registration Date : June 19th, 2019. Page 153, number 211 of the Discovery Registry Petition Registration Data : of the Custodian of Mines of Punta Arenas corresponding to the year 2019. Petition Registration Publication Date : July 8th, 2019. Court Resolution Request Date : September 3rd, 2019. Sernageomin’s Report Date : November 8th, 2019. Court Resolution Date : December 4th, 2019. Court Resolution Publication Date : February 1st, 2020. Court Resolution Registration Date : March 26th, 2020. Page 106, number 128 of the Discovery Registry Court Resolution Registration Data : of the Custodian of Mines of Punta Arenas corresponding to the year 2020. Mining Fees : 2020. Filing Fee : Paid on time. National Rol N° : 122022272-8.

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2. Riesco 2 Type of Concession : Exploration mining concession. Name : RIESCO 2. Borough of Río Verde, Province of Magallanes, Location : Region of Magallanes and Antártica Chilena. Surface : 300 hectares. Petitioner : Álvaro Florez Keim. Registered Owner : Chaucer Energy Riesco SpA. Petition Presentation Date : June 8th, 2019. Petition Preferential Date : June 8th, 2019. Petition Registration Date : June 19th, 2019. Page 154, number 212 of the Discovery Registry Petition Registration Data : of the Custodian of Mines of Punta Arenas corresponding to the year 2019. Petition Registration Publication Date : July 8th, 2019. Court Resolution Request Date : September 3rd, 2019. Sernageomin’s Report Date : November 8th, 2019. Court Resolution Date : December 2nd, 2019. Court Resolution Publication Date : February 1st, 2020. Court Resolution Registration Date : March 26th, 2020. Page 128, number 137 of the Discovery Registry Court Resolution Registration Data : of the Custodian of Mines of Punta Arenas corresponding to the year 2020. Mining Fees : 2020. Filing Fee : Paid on time. National Rol N° : 122022264-7.

3. Riesco 3 Type of Concession : Exploration mining concession. Name : RIESCO 3. Borough of Río Verde, Province of Magallanes, Location : Region of Magallanes and Antártica Chilena. Surface : 300 hectares. Petitioner : Álvaro Florez Keim. Registered Owner : Chaucer Energy Riesco SpA. Petition Presentation Date : June 8th, 2019. Petition Preferential Date : June 8th, 2019. Petition Registration Date : June 19th, 2019. Page 155, number 213 of the Discovery Registry Petition Registration Data : of the Custodian of Mines of Punta Arenas corresponding to the year 2019. Petition Registration Publication Date : July 8th, 2019. Court Resolution Request Date : September 3rd, 2019. Sernageomin’s Report Date : November 8th, 2019. Court Resolution Date : December 4th, 2019. Court Resolution Publication Date : February 1st, 2020. Court Resolution Registration Date : March 26th, 2020. Page 148, number 145 of the Discovery Registry Court Resolution Registration Data : of the Custodian of Mines of Punta Arenas corresponding to the year 2020. Mining Fees : 2020. Filing Fee : Paid on time. National Rol N° : 122022257-4.

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4. Riesco 4 Type of Concession : Exploration mining concession. Name : RIESCO 4. Borough of Río Verde, Province of Magallanes, Location : Region of Magallanes and Antártica Chilena. Surface : 300 hectares. Petitioner : Álvaro Florez Keim. Registered Owner : Chaucer Energy Riesco SpA. Petition Presentation Date : June 8th, 2019. Petition Preferential Date : June 8th, 2019. Petition Registration Date : June 19th, 2019. Page 156, number 214 of the Discovery Registry Petition Registration Data : of the Custodian of Mines of Punta Arenas corresponding to the year 2019. Petition Registration Publication Date : July 8th, 2019. Court Resolution Request Date : September 3rd, 2019. Sernageomin’s Report Date : November 8th, 2019. Court Resolution Date : December 4th, 2019. Court Resolution Publication Date : February 1st, 2020. Court Resolution Registration Date : March 26th, 2020. Page 108 overleaf, number 129 of the Discovery Court Resolution Registration Data : Registry of the Custodian of Mines of Punta Arenas corresponding to the year 2020. Mining Fees : 2020. Filing Fee : Paid on time. National Rol N° : 122022273-6.

5. Riesco 5 Type of Concession : Exploration mining concession. Name : RIESCO 5. Borough of Río Verde, Province of Magallanes, Location : Region of Magallanes and Antártica Chilena. Surface : 300 hectares. Petitioner : Álvaro Florez Keim. Registered Owner : Chaucer Energy Riesco SpA. Petition Presentation Date : June 8th, 2019. Petition Preferential Date : June 8th, 2019. Petition Registration Date : June 19th, 2019. Page 157, number 215 of the Discovery Registry Petition Registration Data : of the Custodian of Mines of Punta Arenas corresponding to the year 2019. Petition Registration Publication Date : July 8th, 2019. Court Resolution Request Date : September 3rd, 2019. Sernageomin’s Report Date : November 8th, 2019. Court Resolution Date : November 29th, 2019. Court Resolution Publication Date : February 1st, 2020. Court Resolution Registration Date : March 26th, 2020. Page 130 overleaf, number 138 of the Discovery Court Resolution Registration Data : Registry of the Custodian of Mines of Punta Arenas corresponding to the year 2020. Mining Fees : 2020. Filing Fee : Paid on time. National Rol N° : 122022265-5.

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6. Riesco 6 Type of Concession : Exploration mining concession. Name : RIESCO 6. Borough of Río Verde, Province of Magallanes, Location : Region of Magallanes and Antártica Chilena. Surface : 300 hectares. Petitioner : Álvaro Florez Keim. Registered Owner : Chaucer Energy Riesco SpA. Petition Presentation Date : June 8th, 2019. Petition Preferential Date : June 8th, 2019. Petition Registration Date : June 19th, 2019. Page 158, number 216 of the Discovery Registry Petition Registration Data : of the Custodian of Mines of Punta Arenas corresponding to the year 2019. Petition Registration Publication Date : July 8th, 2019. Court Resolution Request Date : September 3rd, 2019. Sernageomin’s Report Date : November 8th, 2019. Court Resolution Date : December 3rd, 2019. Court Resolution Publication Date : February 1st, 2020. Court Resolution Registration Date : March 26th, 2020. Page 151, number 146 of the Discovery Registry Court Resolution Registration Data : of the Custodian of Mines of Punta Arenas corresponding to the year 2020. Mining Fees : 2020. Filing Fee : Paid on time. National Rol N° : 122022258-2.

7. Riesco 7 Type of Concession : Exploration mining concession. Name : RIESCO 7. Borough of Río Verde, Province of Magallanes, Location : Region of Magallanes and Antártica Chilena. Surface : 300 hectares. Petitioner : Álvaro Florez Keim. Registered Owner : Chaucer Energy Riesco SpA. Petition Presentation Date : June 8th, 2019. Petition Preferential Date : June 8th, 2019. Petition Registration Date : June 19th, 2019. Page 159, number 217 of the Discovery Registry Petition Registration Data : of the Custodian of Mines of Punta Arenas corresponding to the year 2019. Petition Registration Publication Date : July 8th, 2019. Court Resolution Request Date : September 3rd, 2019. Sernageomin’s Report Date : November 8th, 2019. Court Resolution Date : December 4th, 2019. Court Resolution Publication Date : February 1st, 2020. Court Resolution Registration Date : March 26th, 2020. Page 111, number 130 of the Discovery Registry Court Resolution Registration Data : of the Custodian of Mines of Punta Arenas corresponding to the year 2020. Mining Fees : 2020. Filing Fee : Paid on time. National Rol N° : 122022274-4.

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8. Riesco 8 Type of Concession : Exploration mining concession. Name : RIESCO 8. Borough of Río Verde, Province of Magallanes, Location : Region of Magallanes and Antártica Chilena. Surface : 300 hectares. Petitioner : Álvaro Florez Keim. Registered Owner : Chaucer Energy Riesco SpA. Petition Presentation Date : June 8th, 2019. Petition Preferential Date : June 8th, 2019. Petition Registration Date : June 19th, 2019. Page 160, number 218 of the Discovery Registry Petition Registration Data : of the Custodian of Mines of Punta Arenas corresponding to the year 2019. Petition Registration Publication Date : July 8th, 2019. Court Resolution Request Date : September 3rd, 2019. Sernageomin’s Report Date : November 8th, 2019. Court Resolution Date : December 16th, 2019. Court Resolution Publication Date : February 1st, 2020. Court Resolution Registration Date : March 26th, 2020. Page 133, number 139 of the Discovery Registry Court Resolution Registration Data : of the Custodian of Mines of Punta Arenas corresponding to the year 2020. Mining Fees : 2020. Filing Fee : Paid on time. National Rol N° : 122022266-3.

9. Riesco 9 Type of Concession : Exploration mining concession. Name : RIESCO 9. Borough of Río Verde, Province of Magallanes, Location : Region of Magallanes and Antártica Chilena. Surface : 300 hectares. Petitioner : Álvaro Florez Keim. Registered Owner : Chaucer Energy Riesco SpA. Petition Presentation Date : June 8th, 2019. Petition Preferential Date : June 8th, 2019. Petition Registration Date : June 19th, 2019. Page 161, number 219 of the Discovery Registry Petition Registration Data : of the Custodian of Mines of Punta Arenas corresponding to the year 2019. Petition Registration Publication Date : July 8th, 2019. Court Resolution Request Date : September 3rd, 2019. Sernageomin’s Report Date : November 8th, 2019. Court Resolution Date : December 4th, 2019. Court Resolution Publication Date : February 1st, 2020. Court Resolution Registration Date : March 26th, 2020. Page 153, number 147 of the Discovery Registry Court Resolution Registration Data : of the Custodian of Mines of Punta Arenas corresponding to the year 2020. Mining Fees : 2020. Filing Fee : Paid on time. National Rol N° : 122022259-0.

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10. Riesco 10 Type of Concession : Exploration mining concession. Name : RIESCO 10. Borough of Río Verde, Province of Magallanes, Location : Region of Magallanes and Antártica Chilena. Surface : 300 hectares. Petitioner : Álvaro Florez Keim. Registered Owner : Chaucer Energy Riesco SpA. Petition Presentation Date : June 8th, 2019. Petition Preferential Date : June 8th, 2019. Petition Registration Date : June 19th, 2019. Page 162, number 220 of the Discovery Registry Petition Registration Data : of the Custodian of Mines of Punta Arenas corresponding to the year 2019. Petition Registration Publication Date : July 8th, 2019. Court Resolution Request Date : September 3rd, 2019. Sernageomin’s Report Date : November 8th, 2019. Court Resolution Date : December 4th, 2019. Court Resolution Publication Date : February 1st, 2020. Court Resolution Registration Date : March 26th, 2020. Page 113 overleaf, number 131 of the Discovery Court Resolution Registration Data : Registry of the Custodian of Mines of Punta Arenas corresponding to the year 2020. Mining Fees : 2020. Filing Fee : Paid on time. National Rol N° : 122022275-2.

11. Riesco 11 Type of Concession : Exploration mining concession. Name : RIESCO 11. Borough of Río Verde, Province of Magallanes, Location : Region of Magallanes and Antártica Chilena. Surface : 300 hectares. Petitioner : Álvaro Florez Keim. Registered Owner : Chaucer Energy Riesco SpA. Petition Presentation Date : June 8th, 2019. Petition Preferential Date : June 8th, 2019. Petition Registration Date : June 19th, 2019. Page 163, number 221 of the Discovery Registry Petition Registration Data : of the Custodian of Mines of Punta Arenas corresponding to the year 2019. Petition Registration Publication Date : July 8th, 2019. Court Resolution Request Date : September 3rd, 2019. Sernageomin’s Report Date : November 8th, 2019. Court Resolution Date : December 11th, 2019. Court Resolution Publication Date : February 1st, 2020. Court Resolution Registration Date : March 26th, 2020. Page 135 overleaf, number 140 of the Discovery Court Resolution Registration Data : Registry of the Custodian of Mines of Punta Arenas corresponding to the year 2020. Mining Fees : 2020. Filing Fee : Paid on time. National Rol N° : 122022267-1.

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12. Riesco 12 Type of Concession : Exploration mining concession. Name : RIESCO 12. Borough of Río Verde, Province of Magallanes, Location : Region of Magallanes and Antártica Chilena. Surface : 300 hectares. Petitioner : Álvaro Florez Keim. Registered Owner : Chaucer Energy Riesco SpA. Petition Presentation Date : June 8th, 2019. Petition Preferential Date : June 8th, 2019. Petition Registration Date : June 19th, 2019. Page 164, number 222 of the Discovery Registry Petition Registration Data : of the Custodian of Mines of Punta Arenas corresponding to the year 2019. Petition Registration Publication Date : July 8th, 2019. Court Resolution Request Date : September 3rd, 2019. Sernageomin’s Report Date : November 8th, 2019. Court Resolution Date : December 4th, 2019. Court Resolution Publication Date : February 1st, 2020. Court Resolution Registration Date : March 26th, 2020. Page, 155 overleaf, number 148 of the Discovery Court Resolution Registration Data : Registry of the Custodian of Mines of Punta Arenas corresponding to the year 2020. Mining Fees : 2020. Filing Fee : Paid on time. National Rol N° : 122022260-4.

13. Riesco 13 Type of Concession : Exploration mining concession. Name : RIESCO 13. Borough of Río Verde, Province of Magallanes, Location : Region of Magallanes and Antártica Chilena. Surface : 300 hectares. Petitioner : Álvaro Florez Keim. Registered Owner : Chaucer Energy Riesco SpA. Petition Presentation Date : June 8th, 2019. Petition Preferential Date : June 8th, 2019. Petition Registration Date : June 19th, 2019. Page 165, number 223 of the Discovery Registry Petition Registration Data : of the Custodian of Mines of Punta Arenas corresponding to the year 2019. Petition Registration Publication Date : July 8th, 2019. Court Resolution Request Date : September 3rd, 2019. Sernageomin’s Report Date : November 8th, 2019. Court Resolution Date : December 4th, 2019. Court Resolution Publication Date : February 1st, 2020. Court Resolution Registration Date : March 26th, 2020. Page 116, number 132 of the Discovery Registry Court Resolution Registration Data : of the Custodian of Mines of Punta Arenas corresponding to the year 2020. Mining Fees : 2020. Filing Fee : Paid on time. National Rol N° : 122022276-0.

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14. Riesco 14 Type of Concession : Exploration mining concession. Name : RIESCO 14. Borough of Río Verde, Province of Magallanes, Location : Region of Magallanes and Antártica Chilena. Surface : 300 hectares. Petitioner : Álvaro Florez Keim. Registered Owner : Chaucer Energy Riesco SpA. Petition Presentation Date : June 8th, 2019. Petition Preferential Date : June 8th, 2019. Petition Registration Date : June 19th, 2019. Page 166, number 224 of the Discovery Registry Petition Registration Data : of the Custodian of Mines of Punta Arenas corresponding to the year 2019. Petition Registration Publication Date : July 8th, 2019. Court Resolution Request Date : September 3rd, 2019. Sernageomin’s Report Date : November 8th, 2019. Court Resolution Date : December 16th, 2019. Court Resolution Publication Date : February 1st, 2020. Court Resolution Registration Date : March 26th, 2020. Page 138, number 141 of the Discovery Registry Court Resolution Registration Data : of the Custodian of Mines of Punta Arenas corresponding to the year 2020. Mining Fees : 2020. Filing Fee : Paid on time. National Rol N° : 122022268-K.

15. Riesco 15 Type of Concession : Exploration mining concession. Name : RIESCO 15. Borough of Río Verde, Province of Magallanes, Location : Region of Magallanes and Antártica Chilena. Surface : 300 hectares. Petitioner : Álvaro Florez Keim. Registered Owner : Chaucer Energy Riesco SpA. Petition Presentation Date : June 8th, 2019. Petition Preferential Date : June 8th, 2019. Petition Registration Date : June 19th, 2019. Page 167, number 225 of the Discovery Registry Petition Registration Data : of the Custodian of Mines of Punta Arenas corresponding to the year 2019. Petition Registration Publication Date : July 8th, 2019. Court Resolution Request Date : September 3rd, 2019. Sernageomin’s Report Date : November 8th, 2019. Court Resolution Date : December 2nd, 2019. Court Resolution Publication Date : February 1st, 2020. Court Resolution Registration Date : March 26th, 2020. Page 158 overleaf, number 149 of the Discovery Court Resolution Registration Data : Registry of the Custodian of Mines of Punta Arenas corresponding to the year 2020. Mining Fees : 2020. Filing Fee : Paid on time. National Rol N° : 122022261-2.

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16. Riesco 16 Type of Concession : Exploration mining concession. Name : RIESCO 16. Borough of Río Verde, Province of Magallanes, Location : Region of Magallanes and Antártica Chilena. Surface : 300 hectares. Petitioner : Álvaro Florez Keim. Registered Owner : Chaucer Energy Riesco SpA. Petition Presentation Date : June 8th, 2019. Petition Preferential Date : June 8th, 2019. Petition Registration Date : June 19th, 2019. Page 168, number 226 of the Discovery Registry Petition Registration Data : of the Custodian of Mines of Punta Arenas corresponding to the year 2019. Petition Registration Publication Date : July 8th, 2019. Court Resolution Request Date : September 3rd, 2019. Sernageomin’s Report Date : November 8th, 2019. Court Resolution Date : December 4th, 2019. Court Resolution Publication Date : February 1st, 2020. Court Resolution Registration Date : March 26th, 2020. Page 118 overleaf, number 133 of the Discovery Court Resolution Registration Data : Registry of the Custodian of Mines of Punta Arenas corresponding to the year 2020. Mining Fees : 2020. Filing Fee : Paid on time. National Rol N° : 122022277-9.

17. Riesco 17 Type of Concession : Exploration mining concession. Name : RIESCO 17. Borough of Río Verde, Province of Magallanes, Location : Region of Magallanes and Antártica Chilena. Surface : 300 hectares. Petitioner : Álvaro Florez Keim. Registered Owner : Chaucer Energy Riesco SpA. Petition Presentation Date : June 8th, 2019. Petition Preferential Date : June 8th, 2019. Petition Registration Date : June 19th, 2019. Page 169, number 227 of the Discovery Registry Petition Registration Data : of the Custodian of Mines of Punta Arenas corresponding to the year 2019. Petition Registration Publication Date : July 8th, 2019. Court Resolution Request Date : September 3rd, 2019. Sernageomin’s Report Date : November 8th, 2019. Court Resolution Date : December 16th, 2019. Court Resolution Publication Date : February 1st, 2020. Court Resolution Registration Date : March 26th, 2020. Page 140 overleaf, number 142 of the Discovery Court Resolution Registration Data : Registry of the Custodian of Mines of Punta Arenas corresponding to the year 2020. Mining Fees : 2020. Filing Fee : Paid on time. National Rol N° : 122022269-8.

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18. Riesco 18 Type of Concession : Exploration mining concession. Name : RIESCO 18. Borough of Río Verde, Province of Magallanes, Location : Region of Magallanes and Antártica Chilena. Surface : 300 hectares. Petitioner : Álvaro Florez Keim. Registered Owner : Chaucer Energy Riesco SpA. Petition Presentation Date : June 8th, 2019. Petition Preferential Date : June 8th, 2019. Petition Registration Date : June 19th, 2019. Page 170, number 228 of the Discovery Registry Petition Registration Data : of the Custodian of Mines of Punta Arenas corresponding to the year 2019. Petition Registration Publication Date : July 8th, 2019. Court Resolution Request Date : September 3rd, 2019. Sernageomin’s Report Date : November 8th, 2019. Court Resolution Date : December 3rd, 2019. Court Resolution Publication Date : February 1st, 2020. Court Resolution Registration Date : March 26th, 2020. Page 161, number 150 of the Discovery Registry Court Resolution Registration Data : of the Custodian of Mines of Punta Arenas corresponding to the year 2020. Mining Fees : 2020. Filing Fee : Paid on time. National Rol N° : 122022262-0.

19. Riesco 19 Type of Concession : Exploration mining concession. Name : RIESCO 19. Borough of Río Verde, Province of Magallanes, Location : Region of Magallanes and Antártica Chilena. Surface : 300 hectares. Petitioner : Álvaro Florez Keim. Registered Owner : Chaucer Energy Riesco SpA. Petition Presentation Date : June 8th, 2019. Petition Preferential Date : June 8th, 2019. Petition Registration Date : June 19th, 2019. Page 171, number 229 of the Discovery Registry Petition Registration Data : of the Custodian of Mines of Punta Arenas corresponding to the year 2019. Petition Registration Publication Date : July 8th, 2019. Court Resolution Request Date : September 3rd, 2019. Sernageomin’s Report Date : November 8th, 2019. Court Resolution Date : December 4th, 2019. Court Resolution Publication Date : February 1st, 2020. Court Resolution Registration Date : March 26th, 2020. Page 121, number 134 of the Discovery Registry Court Resolution Registration Data : of the Custodian of Mines of Punta Arenas corresponding to the year 2020. Mining Fees : 2020. Filing Fee : Paid on time. National Rol N° : 122022278-7.

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20. Riesco 20 Type of Concession : Exploration mining concession. Name : RIESCO 20. Borough of Río Verde, Province of Magallanes, Location : Region of Magallanes and Antártica Chilena. Surface : 300 hectares. Petitioner : Álvaro Florez Keim. Registered Owner : Chaucer Energy Riesco SpA. Petition Presentation Date : June 8th, 2019. Petition Preferential Date : June 8th, 2019. Petition Registration Date : June 19th, 2019. Page 172, number 230 of the Discovery Registry Petition Registration Data : of the Custodian of Mines of Punta Arenas corresponding to the year 2019. Petition Registration Publication Date : July 8th, 2019. Court Resolution Request Date : September 3rd, 2019. Sernageomin’s Report Date : November 8th, 2019. Court Resolution Date : December 11th, 2019. Court Resolution Publication Date : February 1st, 2020. Court Resolution Registration Date : March 26th, 2020. Page 143, number 143 of the Discovery Registry Court Resolution Registration Data : of the Custodian of Mines of Punta Arenas corresponding to the year 2020. Mining Fees : 2020. Filing Fee : Paid on time. National Rol N° : 122022270-1.

21. Riesco 21 Type of Concession : Exploration mining concession. Name : RIESCO 21. Borough of Río Verde, Province of Magallanes, Location : Region of Magallanes and Antártica Chilena. Surface : 300 hectares. Petitioner : Álvaro Florez Keim. Registered Owner : Chaucer Energy Riesco SpA. Petition Presentation Date : June 8th, 2019. Petition Preferential Date : June 8th, 2019. Petition Registration Date : June 19th, 2019. Page 173, number 231 of the Discovery Registry Petition Registration Data : of the Custodian of Mines of Punta Arenas corresponding to the year 2019. Petition Registration Publication Date : July 8th, 2019. Court Resolution Request Date : September 3rd, 2019. Sernageomin’s Report Date : November 8th, 2019. Court Resolution Date : December 4th, 2019. Court Resolution Publication Date : February 1st, 2020. Court Resolution Registration Date : March 26th, 2020. Page 163 overleaf, number 151 of the Discovery Court Resolution Registration Data : Registry of the Custodian of Mines of Punta Arenas corresponding to the year 2020. Mining Fees : 2020. Filing Fee : Paid on time. National Rol N° : 122022263-9.

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22. Riesco 22 Type of Concession : Exploration mining concession. Name : RIESCO 22. Borough of Río Verde, Province of Magallanes, Location : Region of Magallanes and Antártica Chilena. Surface : 300 hectares. Petitioner : Álvaro Florez Keim. Registered Owner : Chaucer Energy Riesco SpA. Petition Presentation Date : June 8th, 2019. Petition Preferential Date : June 8th, 2019. Petition Registration Date : June 19th, 2019. Page 174, number 232 of the Discovery Registry Petition Registration Data : of the Custodian of Mines of Punta Arenas corresponding to the year 2019. Petition Registration Publication Date : July 8th, 2019. Court Resolution Request Date : September 3rd, 2019. Sernageomin’s Report Date : November 8th, 2019. Court Resolution Date : December 4th, 2019. Court Resolution Publication Date : February 1st, 2020. Court Resolution Registration Date : March 26th, 2020. Page 123 overleaf, number 135 of the Discovery Court Resolution Registration Data : Registry of the Custodian of Mines of Punta Arenas corresponding to the year 2020. Mining Fees : 2020. Filing Fee : Paid on time. National Rol N° : 122022279-5.

23. Riesco 23 Type of Concession : Exploration mining concession. Name : RIESCO 23. Borough of Río Verde, Province of Magallanes, Location : Region of Magallanes and Antártica Chilena. Surface : 300 hectares. Petitioner : Álvaro Florez Keim. Registered Owner : Chaucer Energy Riesco SpA. Petition Presentation Date : June 8th, 2019. Petition Preferential Date : June 8th, 2019. Petition Registration Date : June 19th, 2019. Page 175, number 233 of the Discovery Registry Petition Registration Data : of the Custodian of Mines of Punta Arenas corresponding to the year 2019. Petition Registration Publication Date : July 8th, 2019. Court Resolution Request Date : September 3rd, 2019. Sernageomin’s Report Date : November 8th, 2019. Court Resolution Date : December 11th, 2019. Court Resolution Publication Date : February 1st, 2020. Court Resolution Registration Date : March 26th, 2020. Page 145 overleaf, number 144 of the Discovery Court Resolution Registration Data : Registry of the Custodian of Mines of Punta Arenas corresponding to the year 2020. Mining Fees : 2020. Filing Fee : Paid on time. National Rol N° : 122022271-K.

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Annex III Chilean Applicable Regime

1. MINING REGULATORY REGIME

1.1. Global Overview

According to the Constitution and Mining Code, Chilean State has absolute, exclusive, inalienable and imprescriptible ownership of all mines, regardless of property rights over lands where the mines are located. Any person is entitled to dig test pits and remove samples in search of mineral substances, as well as to claim to the competent judicial Court a mining concession to explore or exploit a determined area. A Court resolution will grant the mining concession, in a non-contentious judicial procedure, in favour of the petitioner once all procedural stages have been completed.

The mining concession is an independent right detached from third party’s property rights over the surface land on which it is located. Mining concessions are enforceable against the State and third parties, and can be sold, leased, transferred, mortgaged, and subject to any act or agreement permitted under Chilean Law.

1.2. Types of mining concessions

There are two types of mining concessions: exploration mining concession, and exploitation mining concession.

1.2.1. Exploration Exploration mining concessions have a duration of two years as of the date of their establishment, which duration may be extended for an additional two years, provided that the holder, prior to the expiration date, requests this extension and waives its rights to half of the area covered by such exploration mining concessions. During this period, the holder is granted with the faculty to explore, investigate, and search the existence of minerals substances in the conceded land area and also can request mining exploitation concessions. During the term of an exploration mining concession, only the owner of record may file a mining claim within limits thereof, starting the procedure to constitute an exploration concession.

1.2.2. Exploitation Exploitation mining concessions are of perpetual duration, subject only to the timely payment of the annual mining licenses payable to the relevant Governmental Authorities of Chile in respect thereof. Its owner has the exclusive right to explore and exploit the area and shall become the owner of the mineral substances located therein.

1.3. Fees

Possession of mining concessions is subject to the payment of an annual license fee during March of each year. Should the owner fail to pay the fee within the designated yearly period,

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a judicial procedure to publicly auction the concessions may be established. This auction may be avoided by making double payment of the amount due before the auction takes place.

The number of hectares of a mining concession determines the mining fee, according to the following rules:

a) 1/50th of a UTM7 per hectare for exploration mining concessions. b) 1/10th of a UTM per hectare for exploitation mining concessions.8

Furthermore, in addition to payment of the annual license fee, the petitioner of a mining concession must pay a one-time mining fee within 30 days following the date on which the mining concession claim was filed. If the payment is not made, the Court may declare at any time the procedure termination.

1.4. Eminent Domain

Mining concessionaires are entitled to encumber with easements surface lands and other mining concessions owned by third parties on the grounds of eminent domain. The mining concessionaire will have to compensate for the party, all damages caused by the easement. Compensations may be agreed between the interested parties, or by Court resolution in a judicial procedure.

1.5. Water Rights

Mining concessionaires are entitled to use the water found within the area of a mining concession during their mining work, to the extent that such water is necessary for their operation. The use of these waters is regulated by the Water Code.

1.6. Safety authorizations

All exploration and exploitation operations must be notified to the SERNAGEOMIN (“Servicio Nacional de Geología y Minería”). This notification must contain certain technical information, such as the ownership of the mining concession, the location of the deposits, the type of work to be done, the number of workers to be employed, the machinery to be used, the use of energy and water, sanitary measures and waste deposits, among others related elements.

2. ENVIRONMENTAL AUTHORIZATIONS

In Chile, the environmental institutional structure is composed of different agencies with specific functions. Each one of them has a different role assigned by the Environmental Act (Law 19.300), and they are in charge of enforcing environmental regulations.

All projects that could harm the environment have to be analysed within the Environmental Impact Evaluation System (“Sistema de Evaluación de Impacto Ambiental”), which is managed

7 An UTM is a unit of account used in Chile for taxes. Literally it means monthly tax unit and it is corrected every month pursuant to inflation. The UTM for August is equivalent to USD $63,5 approximately. 8 Please note that Article 142 of the Mining Code establishes a reduced mining fee for mining concessioners whose principal economic interest is non-metallic substances or metallic placers therein or thereon. The reduced fee is equivalent to one thirtieth of a UTM for each full hectare per year.

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by the Environmental Evaluation Agency (“Servicio de Evaluación Ambiental”). This single procedure contains all the environmental permits that a project must have according to its characteristics and culminates through an administrative act called Resolution of Environmental Qualification (“Resolución de Calificación Ambiental”), which regulates all environmental aspects to which the project will be subject.

Activities typified by the Environmental Act are subject to this procedure, and they will be evaluated depending on their effects, circumstances, and location. Usually, they are assessed by means of an Environmental Impact Statement (“Declaración de Impacto Ambiental”), a procedure in which a project is described and it is demonstrated that they comply with all current environmental regulations.

When a project produces significant effects (for example, a risk to people’s health) or has special characteristics (such as being adjacent to a protected area), it has to be evaluated through an Environmental Impact Study (“Estudio de Impacto Ambiental”). This procedure is more complex, since the applicant has to demonstrate compliance with current regulations; specify the way in which it will deal with these special characteristics, effects and circumstances; and also demonstrating that the planification will be adequate and sufficient to take care of these effects, fulfil their purposes and compensate the impacts caused by the project.

3. FOREIGN INVESTMENT REGIME

The Foreign Investment Act (Law 20.848) establishes the framework for foreign investment and entering founds into Chile.

A foreign investor is defined as “any person or a legal entity incorporated abroad, not resident or domiciled in Chile, who transfers capital into Chile.”9

According to this regulation, foreign investors have the following privileges:

a) Access to the formal exchange market (to liquidate the currencies constituting their investment and to remit the invested capital or liquid profits); b) exemption from sales and service tax on the import of capital goods (provided they comply with specific requirements established in Decree-Law No. 825), and; c) The regime of non-discrimination against domestic investors.

9 Article 3, Law 20.848

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Annex IV Reviewed Documents

A. Corporate

1. Chaucer Energy Chiloé SpA:

a) Public deed of incorporation of Chaucer Energy Chiloé SpA, dated October 26th 2018, granted before the Notary Public of Santiago of Mr. Eduardo Avello Concha, under repertoire number 32,114-2018. b) Excerpt from the public deed of incorporation of Chaucer Energy Chiloé SpA, registered on November 5th 2018 at page 83,977 number 43,006 of the Registry of Commerce of the Real Estate Custodian of Santiago corresponding to the year 2018. c) Copy of registration of Chaucer Energy Chiloé SpA issued by the Registry of Commerce of the Real Estate Custodian of Santiago, dated August 5th 2020. d) Publication of the excerpt from the public deed of incorporation of Chaucer Energy Chiloé SpA in the Official Gazette, dated November 8th 2018. e) Good Standing Certificate of Chaucer Energy Chiloé SpA, issued by the Registry of Commerce of the Real Estate Custodian of Santiago, dated August 5th 2020. f) Shareholders’ registry. g) Public deed of revocation and designation of representatives of Chaucer Energy Chiloé SpA, dated August 12th 2019, granted before the Notary Public of Santiago of Ms. María Soledad Lascar Merino, under repertoire number 40,982-2019. h) Public deed of name modification dated September 24th 2019, granted before the Notary Public of Santiago, Ms. María Soledad Lascar Merino, under repertoire number 50,202-2019. i) Copy of registration of the excerpt from the public deed of name modification, issued by the Registry of Commerce of the Real Estate Custodian of Santiago, dated October 1st 2019. j) Publication of the excerpt from the public deed of name modification in the Official Gazette, dated October 7th 2019.

2. Chaucer Energy Valdivia SpA:

a) Public deed of incorporation of Chaucer Energy Valdivia SpA, dated October 26th 2018, granted before the Notary Public of Santiago of Mr. Eduardo Avello Concha, under repertoire number 32,111-2018. b) Excerpt from the public deed of incorporation of Chaucer Energy Valdivia SpA, registered on November 5th 2018 at page 83,975 number 43,005 of the Registry of Commerce of the Real Estate Custodian of Santiago corresponding to the year 2018. c) Copy of registration of Chaucer Energy Valdivia SpA issued by the Registry of Commerce of the Real Estate Custodian of Santiago, dated August 5th 2020. d) Publication of the excerpt from the public deed of incorporation of Chaucer Energy Valdivia SpA in the Official Gazette, dated November 8th 2018. e) Good Standing Certificate of Chaucer Energy Valdivia SpA, issued by the Registry of Commerce of the Real Estate Custodian of Santiago, dated August 5th 2020.

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f) Shareholders’ registry. g) Public deed of revocation and designation of representatives of Chaucer Energy Valdivia SpA, dated August 12th 2019, granted before the Notary Public of Santiago of Ms. María Soledad Lascar Merino, under repertoire number 40,983- 2019. h) Public deed of name modification dated September 24th 2019 granted before the Notary Public of Santiago, Ms. María Soledad Lascar Merino, under repertoire number 50,193-2019. i) Copy of registration of the excerpt from the public deed of name modification, issued by the Registry of Commerce of the Real Estate Custodian of Santiago, dated October 1st 2019. j) Publication of the excerpt from the public deed of name modification in the Official Gazette, dated October 7th 2019.

3. Chaucer Energy Riesco SpA:

a) Public deed of incorporation of Chaucer Energy Riesco SpA, dated July 26th 2019, granted before the Notary Public of Santiago of Ms. María Soledad Lascar Merino, under repertoire number 37,341-2019. b) Excerpt from the public deed of incorporation of Chaucer Energy Riesco SpA, registered on July 31th 2019 at page at page 60,615 number 29,660 of the Registry of Commerce of the Real Estate Custodian of Santiago corresponding to the year 2019. c) Copy of registration of Chaucer Energy Riesco SpA issued by the Registry of Commerce of the Real Estate Custodian of Santiago, dated August 5th 2020. d) Publication of the excerpt from the public deed of incorporation of Chaucer Energy Riesco SpA in the Official Gazette, dated August 3rd 2019. e) Good Standing Certificate of Chaucer Energy Riesco SpA, issued by the Registry of Commerce of the Real Estate Custodian of Santiago, dated August 5th 2020. f) Shareholders’ registry. g) Public deed dated August 12th 2019 granted before the Notary Public of Santiago, Ms. María Soledad Lascar Merino, under repertoire number 41,007-2019, through which the exploration mining concessions of the Isla Riesco Project were purchased by the company. h) Public deed of name modification dated September 24th 2019 granted before the Notary Public of Santiago, Ms. María Soledad Lascar Merino, under repertoire number 50,201-2019. i) Copy of registration of the excerpt from the public deed of name modification, issued by the Registry of Commerce of the Real Estate Custodian of Santiago, dated October 1st 2019. j) Publication of the excerpt from the public deed of name modification in the Official Gazette, dated October 7th 2019.

168 SECTION 12 | INDEPENDENT LEGAL REPORT

B. Mining

1. Maullín Project Mining Concessions

a) Court’s resolutions granting the exploration mining concessions. b) Ownership certificates of the exploration mining concessions, issued by the Custodian of Mines of Maullín on August 13th and August 14th 2020. c) Certificates of mortgages and encumbrances, prohibitions and interdictions, and litigations, of the exploration mining concessions, issued by the Custodian of Mines of Maullín on August 13th and August 14th 2020. d) Payment receipts of the filing fee of the exploration mining concessions, dated December 6th 2018. e) Payment receipts of the mining fee of the exploration mining concessions, corresponding to the years 2019 and 2020. f) Certified copies of the exploration mining concessions claims’ registrations at the Discovery Registry of the Custodian of Mines of Maullín corresponding to the year 2018, dated December 3rd 2018. g) Copies of the Official Gazette of December 13th 2018, number 42,228, with the exploration mining concessions publication of the claim’s registration. h) Certified copies of the Court final resolutions registration of the exploration mining concessions on July 29th 2019 (except for the Maullín 10 concession, which was registered on August 23rd 2020), at the Custodian of Mines of Maullín, dated August 13th 2020. i) Copies of the Official Gazette of June 1st 2019, number 42,368, with the exploration mining concessions publication of the excerpts of the Court final resolutions. j) Certificates evidencing the date on which the registration of the Court’s resolutions constituting the mining concessions was requested, issued by the Custodian of Mines of Maullín on August 22nd 2019. k) Certified copy of the Court final resolution registration of the exploration mining concession Maullín 10 on August 23rd 2019, at the Custodian of Mines of Maullín, issued on August 13th 2020, with the amendment of the coordinates in the margin of it, made on June 3rd 2020. l) Copy of the Official Gazette of August 1st 2020, number 47,720, with the exploration mining concession Maullin 10 publication of the excerpt with the correct coordinates rectifying the error on them.

2. Río Pérez Project Mining Concessions

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f) Certified copies of the exploration mining concessions claims’ registrations at the Discovery Registry of the Custodian of Mines of Punta Arenas corresponding to the year 2019, dated April 15th 2019. g) Copies of the Official Gazette of May 2nd 2019, number 42,343, with the exploration mining concessions publication of the claim’s registration. h) Certified copies of the Court final resolutions registration of the exploration mining concessions on December 19th 2019 and February 14th 2020 at the Custodian of Mines of Punta Arenas, dated July 31st 2020. i) Copies of the Official Gazette of December 2nd 2019, number 42,517 and January 2nd 2020, number 42,542, with the exploration mining concessions publication of the excerpts of the Court final resolutions.

3. Isla Riesco Project Mining Concessions

a) Court’s resolutions granting the exploration mining concessions. b) Ownership certificates of the exploration mining concessions, issued by the Custodian of Mines of Punta Arenas on July 31st 2020. c) Certificates of mortgages and encumbrances, prohibitions and interdictions, and litigations, of the exploration mining concessions, issued by the Custodian of Mines of Punta Arenas on August 3rd 2020. d) Payment receipts of the filing fee of the exploration mining concessions, dated July 1st 2019. e) Payment receipts of the mining fee of the exploration mining concessions, corresponding to the years 2019 and 2020. f) Certified copies of the exploration mining concessions claims’ registrations at the Discovery Registry of the Custodian of Mines of Punta Arenas corresponding to the year 2019, dated June 19th 2019. g) Copies of the Official Gazette of July 8th, number 42,398, with the exploration mining concessions publication of the claim’s registration. h) Public deed dated August 12th 2019 granted before the Notary Public of Santiago, Ms. María Soledad Lascar Merino, under repertoire number 41,007-2019, through which the exploration mining concessions of the Isla Riesco Project were purchased by the company. i) Certified copies of the Court final resolutions registration of the exploration mining concessions on March 26th, at the Custodian of Mines of Punta Arenas corresponding to the year 2020, dated July 31st 2020. j) Copies of the Official Gazette of February 1st 2020, number 42,568, with the exploration mining concessions publication of the excerpts of the Court final resolutions.

C. Environmental

a) Letter sent to Chaucer Energy Limited by the Environmental Evaluation Agency number 191,352 dated December 9, 2019. b) Letter sent to Chaucer Energy Limited by the Energy Ministry number 717 dated December 16, 2019. c) Letter sent to Chaucer Energy Limited by the Mining Ministry number 2 dated January 17, 2020.

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13. DETAILS OF THE OFFER

13.1 Introduction

The maximum number of Shares offered under this Prospectus is 27,500,000 fully paid ordinary Shares at an issue price of 20 cents each to raise up to $5,500,000.

The Shares issued under this Prospectus will rank equally with existing ordinary shares of the Company. The rights and liabilities attaching to the Shares are further described in Section 16.1.

13.2 Minimum Subscription

The Minimum Subscription under the Offer is 22,500,000 Shares to raise $4,500,000. No Shares will be issued pursuant to this Prospectus unless the Minimum Subscription is received. Should the Minimum Subscription not be received within 4 months of the date of this Prospectus, the Company, at its absolute discretion, will either repay the Application Monies without interest or (subject to any necessary ASIC or ASX waivers or consents being obtained) issue a supplementary or replacement Prospectus and allow Applicants one month to withdraw their Applications and be repaid their Application Monies. No interest will be paid on refunded Application Monies.

13.3 Oversubscriptions

No oversubscriptions will be accepted.

13.4 Underwriting

The Offer is not underwritten.

13.5 Joint Lead Manager

Pulse Markets and Baker Young have been appointed as joint lead managers to the Offer.

13.6 Purpose of the Offer

The purpose of the Offer is to raise funds to: (a) satisfy the costs of the Offer; and (b) assist the Company to meet the requirements of ASX as part of the Company's application for Admission and for Official Quotation of its Shares on the ASX; and (c) position the Company so it is able to deploy funds as detailed in Section 13.7.

13.7 Proposed Use of Funds

The net proceeds of the Offer and pre-existing funds that will be available to the Company will depend on whether the Minimum Subscription or the Maximum Subscription is achieved:

Source of funds Minimum Subscription Maximum Subscription $ $

Existing cash as at the date of this $115,000 $115,000 Prospectus

Proceeds from Offer $4,500,000 $5,500,000

Total funds available $4,615,000 $5,615,000

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The following table shows the intended use of available funds in the two year period following Admission:

Use of funds Minimum Subscription Maximum Subscription

$ % $ %

Exploration - Maullin Project area1 740,000 16 740,000 13.2

Exploration - Rio Perez/Isla Riesco 380,000 8.2 500,000 8.9 Project areas1

Exploration Mining Concessions (renewal of existing concessions and, 60,000 1.3 60,000 1.1 if applicable, applying for additional concessions over new project areas)

Site Characterisation (including, environmental evaluation) and 830,000 18 830,000 14.8 preliminary feasibility studies – Maullin Project

Plant / site preparation for gas - - 500,000 8.9 production3

Directors and 940,000 20.4 940,000 16.7 management Personnel costs (Australia) Secretarial and 160,000 3.5 160,000 2.9 accounts

Project consultant costs (Chile) 360,000 7.8 360,000 6.4

Compliance 202,000 4.4 202,000 3.6

Travel and 180,000 3.9 180,000 3.2 Corporate Accommodation Overhead Insurance 150,000 3.3 150,000 2.7

Other (including 88,000 1.9 88,000 1.6 rent and consumables)

Working capital 79,658 1.7 390,758 6.9

Expenses in relation to Offer2 445,342 9.6 514,242 9.1

Total Funds allocated 4,615,000 100 5,615,000 100

Notes: 1. Further details in relation to the proposed exploration activities can be found in the Independent Geologist's Report that is contained in Section 11 of this Prospectus.

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2. Expenses paid or payable by the Company in relation to the Offer are inclusive of non-recoverable GST where applicable and are set out in Section 16.6. The Company notes that the expenses of the Offer set out in section 16.6 provide for $734,262 (at the Minimum Subscription) and $795,362 (at the Maximum Subscription) respectively, whereas the Use of Funds set out in the table above provides for $445,342 (at the Minimum Subscription) and $514,242 (at the Maximum Subscription) respectively. The difference is attributable to a proportion of the expenses of the Offer incurred up to the date of this Prospectus having been pre-paid from existing cash reserves. Variances in expenses in relation to the Offer above and in section 9.5 are primarily a result of costs incurred between 30 June 2020 and the date of this Prospectus. 3. If more than the Minimum Subscription but less than the Maximum Subscription is raised then the additional funds will be allocated towards expanding the exploration program on the Rio Perez/Isla Riesco Project areas as a priority. If further funds are available they will be expended on plant and site preparation for gas production on the Maullin Project area.

Shareholders should note that the above estimated expenditures will be subject to modification on an ongoing basis depending on the results obtained from the Company's activities. Due to market conditions, the development of new opportunities and/or any number of other factors (including the risk factors outlined in Section 7), actual expenditure levels may differ significantly from the above estimates.

13.8 Directors' Statement on Adequacy of Funds

The Directors believe that, following completion of the Offer, the Company will have enough working capital to carry out its objectives in the manner stated in Section 5.2 of this Prospectus.

As noted in Section 5.2 of this Prospectus, further funds will be required in order to develop an ISG Power Project. Any additional equity financing will dilute shareholdings. Debt financing, if available, may involve restrictions on financing and operating activities. If the Company is unable to obtain additional financing as needed, it may be required to reduce the scope of its operations or abandon operations completely.

13.9 Structure at Admission

On the basis that the Company completes the Offer on the terms set out in this Prospectus, the Company's capital structure at Admission will be as follows:

Minimum Maximum Shares % % Subscription Subscription On issue as at the date of 49,167,500 67.20 49,167,500 62.90 this Prospectus To be issued under the 22,500,000 30.75 27,500,000 35.18 Offer To be issued pursuant to 1,500,000 2.05 1,500,000 1.92 existing agreements1 Total 73,167,500 100 78,167,500 100

Note: 1. 1,000,000 Shares are to be issued to Mr Stephen Layton (or his nominees) and 500,000 Shares are to be issued to Pulse Markets (or its nominees) prior to Admission. Refer to Sections 15.3 and 15.7 for further details in relation to these proposed Share issues.

At Admission, the Company’s free float will be not less than 20%.

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13.10 Taxation

The acquisition and disposal of Shares may have tax consequences.

What tax is payable on any acquisition or disposal of Shares that you make will depend on your personal circumstances.

You should obtain independent financial advice on the taxation consequences of acquiring Shares prior to accepting the Offer.

To the maximum extent permitted by law, the Company, the Board and any other party named in this Prospectus accepts no liability or responsibility with respect to the taxation consequences of subscribing for Shares under this Prospectus.

13.11 Applicants outside Australia

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

The Company does not make any offer or invitations, and this Prospectus does not constitute an offer or invitation, in any place in which, or to any person to whom, it would not be lawful to make such an offer or invitation.

It is the responsibility of any overseas Applicant to ensure compliance with all laws of any country relevant to his or her Application. The return of a duly completed Application Form will be taken by the Company to constitute a representation and warranty that there has been no breach of such laws and that all necessary approvals and consents have been obtained.

The distribution of this Prospectus in jurisdictions outside of Australia may be restricted by law and persons who come into possession of it should seek advice on and observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws.

13.12 How to Apply for Shares

Applications must be for a minimum subscription of 10,000 Shares or $2,000 and thereafter in multiples of 2,500 Shares or $500.

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

Online Application Form with BPAY® or EFT

Applicants in Australia may apply for Shares by applying online by following the instructions at https://investor.automic.com.au/#/ipo/chaucerenergy and completing a BPAY® or EFT payment. If payment is not made via BPAY® or EFT, the Application will be incomplete and will not be accepted.

The online Application Form and BPAY® or EFT payment must be completed and received by no later than the Closing Date.

An Applicant must comply with the instructions on the website. An Applicant will be given a BPAY® biller code and a customer reference number (CRN) or the payment instructions unique to the online Application once the online Application Form has been completed.

BPAY® payments must be made from an Australian dollar account of an Australian financial institution.

Using these BPAY® details, you must:

(a) access your participating BPAY® financial institution either through telephone or internet banking; (b) select to use BPAY® and follow the prompts;

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(c) enter the supplied biller code and unique customer reference number; (d) enter the total amount to be paid which corresponds to the value of Shares you wish to apply for under each Application; (e) select which account you would like your payment to come from; (f) schedule your payment to occur on the same day that you complete your online Application Form. Applications without payment will not be accepted; and (g) 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 responsibility to ensure that funds submitted through BPAY® or other electronic payments are received by 5:00 pm EST on the Closing Date. 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.

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

Paper Application

Completed hard copy Application Form(s) must be sent to the Share Registry and be accompanied by payment in full by a cheque or a bank draft in Australian dollars drawn on an Australian branch of an Australian bank made payable to "Chaucer Energy Limited IPO" and crossed not negotiable. Applicants should return their completed hard copy Application Forms to the Share Registry at the address shown below:

DELIVERED TO: POSTED TO: (during business hours only - 9am to 5pm (AEST) Chaucer Energy Limited IPO Chaucer Energy Limited IPO C/- Automic Pty Ltd C/- Automic Pty Ltd GPO Box 5193 Level 5, 126 Phillip Street SYDNEY NSW 2001 SYDNEY NSW 2000

Applicants should ensure that they have submitted their completed Application Form(s), either via the online service or by returning their completed hard copy Application Form(s) by no later than 5:00 pm EST on the Closing Date. Further instructions for completing and lodging Application Forms are set out in the Application Form attached to this Prospectus. Please note that you are not required to sign an Application Form. The Company reserves the right to reject any Application (including where an Application Form has not been correctly completed) or allocate any person fewer Shares than that person applied for, or vary the dates and times of the Offer without prior notice and independently of other parts of the Offer.

Where Applications are rejected or fewer Shares are allotted than applied for, surplus Application Monies will be refunded in accordance with the Corporations Act. No interest will be paid on any Application Monies refunded.

13.13 When to Apply

The Offer opens at 9:00 am EST on the Opening Date, and will close at 5:00 pm EST on the Closing Date. The Company reserves the right to either close the Offer at an earlier time and date or to extend the closing time and date without prior notice. You are encouraged to submit your Application(s) as early as possible.

Further details in respect of important dates are set out at the beginning of this Prospectus.

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13.14 Allotment of Shares

The Company will hold all Application Monies received with Applications in a trust account until the allocations are determined. The Directors of the Company retain an absolute discretion in allocating Shares under the Offer and reserve the right to reject any Application or to allocate to any Applicant a lesser number of Shares than those applied for. If an allocation is not accepted, or is accepted in part only, the relevant part of the Application Monies will be refunded without interest.

The allotment of Shares to Applicants will occur as soon as practicable after Applications and Application Monies have been received for Shares comprising the Minimum Subscription and the Offer has been declared closed. Thereafter, statements of shareholding will be despatched.

It is your responsibility to confirm your allocation prior to trading any Shares. If you trade Shares before you receive your statement of shareholding, you do so at your sole risk.

Subject to the requirements of the Corporations Act, the Company reserves the right to place Shares up to the maximum number referred to in this Prospectus after the Closing Date (but before the Company is admitted to the Official List) at the discretion of the Directors.

13.15 ASX quotation

The Company has applied to the ASX for Admission and the Official Quotation of the Shares offered under this Prospectus.

It is anticipated that the Company's Shares will trade under ASX code "CHA". If the Company is admitted to the Official List, the ASX will post details of the ASX Code allocated to the Company on its website. If the ASX does not grant permission for Official Quotation of these Shares within 3 months after this Prospectus, or such longer period that is permitted by the Corporations Act, the Company will not allot or issue any Shares and will repay all Application Monies without interest and within the time prescribed by the Corporations Act or (subject to any necessary ASIC or ASX waivers and consents being obtained) issue a supplementary or replacement Prospectus and allow Applicants one month to withdraw their Application and be repaid their Application Monies. No interest will be paid on refunded Application Monies.

13.16 CHESS

The Company will participate in the Clearing House Electronic Sub-register System, known as CHESS, in accordance with the Listing Rules and the ASX Settlement Operating Rules. The Company will maintain an electronic issuer sponsored sub-register and an electronic CHESS sub-register. The two sub-registers together will make up the Company's principal register of securities.

The Company will not issue share certificates to investors. Instead, as soon as practicable after allotment of the Shares to successful Applicants, Shareholders will receive an initial statement that sets out the number of Shares that they have been allocated in the Offer.

Following distribution of these initial statements to all successful Applicants, an updated holding statement will only be provided to you at the end of any subsequent month during which the balance of your holding of Shares changes and as otherwise required under the Listing Rules and the ASX Settlement Operating Rules. You may also request a statement at any time, however a charge may be payable for additional statements.

A statement (whether issued by CHESS or the Company) will also provide details of your Holder Identification Number (HIN) in the case of a holding on the CHESS sub-register or Shareholder Reference Number in the case of a holding on the issuer sponsored sub-register.

13.17 Restricted Securities

None of the Shares to be issued pursuant to this Prospectus will be restricted securities. However the ASX, as a condition of granting the Company' application for Official Quotation of its Shares, may

176 CHAUCER ENERGY LIMITED

classify some or all of the existing Shares (together with those to be issued in satisfaction of the agreements described in Sections 15.3 and 15.7), as restricted securities. Restricted securities will not be able to be traded during an escrow period, which, depending on the circumstances, will usually be either twelve or twenty-four months.

Prior to Official Quotation of the Company' Shares, holders of restricted securities may be requested to enter into agreements with the Company, which provide for adherence to any escrow arrangements imposed. Alternatively, if ASX agrees, the Company may provide a restriction notice to such holders (or some of them) in accordance with the Listing Rules.

13.18 Privacy

If you complete an application for Shares, you will be providing personal information to the Company (directly or by the Company's Share Registry). The Company collects, holds and will use that information to assess your application, service your needs as a Shareholder, facilitate distribution payments and corporate communications to you as a Shareholder and carry out administration.

The information may also be used from time to time and disclosed to persons inspecting the register, 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 Company's Share Registry.

You can access, correct and update the personal information that we hold about you. Please contact the Company or its registry if you wish to do so.

Collection, maintenance and disclosure of certain personal information is governed by legislation including the Privacy Act 1988 (Cth) (as amended), the Corporations Act and certain rules.

You should note that if you do not provide the information required on the Application Form, the Company may not be able to accept or process your Application.

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14. CORPORATE GOVERNANCE

14.1 ASX Corporate Governance Council Principles and Recommendations

The Company has adopted 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 commensurate with the Company’s needs.

The Board seeks, where appropriate, to provide accountability levels that meet or exceed the ASX Corporate Governance Council’s Principles and Recommendations. Section 14.15 contains a table setting out where the Company has not complied with The Corporate Governance Principles and Recommendations (4th Edition) as published by ASX Corporate Governance Council in February 2019 (Recommendations) and provides reasons for non-compliance.

The Company’s corporate governance policies will also be reviewed and where necessary updated and amended to address the Recommendations as amended from time to time.

The Company’s corporate governance policies (including the policies, codes and charters mentioned in this Section 14) are set out in the "Corporate Governance Pack" which is available on the Company's website at www.chaucerenergy.com.au/corporate.

14.2 Board of Directors

The Board is responsible for the corporate governance of the Company. The Board is responsible for the following matters:

• ensuring the Company’s conduct and activities are ethical and carried out in accordance with the Company’s charters, policies and for the benefit of its stakeholders;

• development of corporate strategy, implementation of business plans and performance objectives;

• approval of Company budgets;

• monitoring and reviewing at regular intervals the Company’s performance towards meeting its stated objectives;

• reviewing, ratifying and monitoring systems of risk management, codes of conduct, internal control systems and legal and regulatory compliance;

• the appointment (and removal) of the Chair of the Board;

• the appointment of new Directors to fill a vacancy or as additional Directors;

• the appointment, and where appropriate, the removal of the:

(a) CEO (if appointed);

(b) Executive Directors (to the extent of their capacity as an executive);

(d) Company Secretary;

(e) ratifying the appointment or removal of other senior management of the Company;

• oversight of all matters delegated to the Managing Director and CEO and senior management;

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• managing succession planning for the position of Managing Director and CEO and overseeing succession planning for his or her direct reports;

• approving overall Company, Director and specific senior executive remuneration and related performance standards and their evaluation;

• regular review of the Company's policies including the Code of Conduct, the Communication and Disclosure Policy, the Securities Trading Policy, the Diversity Policy, the Anti-Bribery and Corruption Policy and the Risk Management Policy to ensure the policies meet the standards of corporate governance the Board is committed to;

• review and oversight of compliance with the Listing Rules, financial reporting obligations, including periodic and continuous disclosure, legal compliance and related corporate governance matters;

• approving and monitoring major Company financing matters including approving and monitoring major capital expenditure, capital management, acquisitions and divestitures, material contracts and incurring material debt obligations;

• monitoring and reviewing the operational performance of the Company including the viability of current and prospective operations and exploration of opportunities; and

• proposing and recommending to Shareholders any changes in the capital structure of the Company.

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.

14.3 Composition of the Board

Election of Board members is substantially the province of the Shareholders in a general meeting. However, subject thereto, the Company is committed to the following principles:

(a) the Board is to comprise Directors with a blend of skills, experience and attributes appropriate for the Company and its business; and

(b) the principal criterion for the appointment of new Directors is their ability to add value to the Company and its business.

14.4 Board Charter

The Board has adopted a Charter, which formally recognises its responsibilities, functions, power and authority and composition. This Charter sets out other things that are important for effective corporate governance including:

(a) a definition of ‘independence’;

(b) a framework for the identification of candidates for appointment to the Board and their selection (including undertaking appropriate background checks);

(d) proper training to be made available to Directors both at the time of their appointment and on an on-going basis;

(e) basic procedures for meetings of the Board and its committees including frequency, agenda and minutes;

(f) ethical standards and values (in a detailed Code of Conduct);

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(g) dealings in securities (in a detailed Securities Trading Policy); and

(h) communications with Shareholders and the market.

14.5 Independent Professional Advice

Under the Board Charter, subject to approval from the Chairman, each Director has the right to seek independent legal or other professional advice at the Company’s expense on all matters necessary for that Director to make fully informed and independent decisions.

14.6 Remuneration Arrangements

The total maximum remuneration of non-executive Directors is determined by ordinary resolution of Shareholders in general meeting in accordance with the Constitution, the Corporations Act and the 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 aggregate remuneration for non- executive Directors is capped at $500,000 per annum. 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.

14.7 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.

14.8 Audit and Risk Committee

Having regard to its size and intended operations, the Company will not have an Audit and Risk Committee at the time of Admission. The function of the committee will be the responsibility of the Board in accordance with the charter set out in the Company’s corporate governance policies. The Company will review this position periodically and, where a decision is made to establish an Audit and Risk Committee and where Director numbers permit, that committee will consist of at least 3 non- executive Directors a majority of whom are independent.

The committee’s responsibilities (or in the absence of a committee the role of the Board) will include:

(a) reviewing the overall conduct of the external audit process, including the independence of all parties to the process;

(b) reviewing the performance of external auditors;

(d) corporate risk assessment (including economic, environmental and social sustainability risks) and compliance with internal controls;

(e) overseeing the Company's risk management framework and undertaking periodic reviews as to its adequacy in accordance with the Company's Risk Management Policy;

(f) monitor and review the propriety of any related party transactions;

(g) reviewing the quality and accuracy of all published financial reports; and

(h) reviewing the accounting function and ongoing application of appropriate accounting and business policies and procedures.

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Meetings shall be held at least quarterly to review and discuss financial issues and the financial statements. A broad agenda is laid down for each regular meeting according to an annual cycle. The committee may invite the external auditors to attend each of its meetings.

14.9 Remuneration and Nomination Committee

Having regard to its size and intended operation, the Company will not have a Remuneration and Nomination Committee at the time of Admission. The function of the committee will be the responsibility of the Board (assisted where appropriate by independent advisors engaged by the Board) in accordance with the charter set out in the Company’s corporate governance policies. The Company will review this position periodically and, where a decision is made to establish a Remuneration and Nomination Committee and where Director numbers permit, that committee will consist of at least 3 members a majority of whom are independent Directors. The purpose of this committee (or in its absence the principles to be followed by the Board) is to:

(a) review and report on remuneration and related policies and practices (including remuneration of senior management and non-executive Directors); and

(b) make recommendations to it about the appointment of new Directors (both executive and non- executive) and senior management.

The committee’s functions (or in the absence of a committee the Board’s role) will include

(d) recommendations about the Company’s remuneration policies and procedures;

(e) oversight of the performance of senior management and non-executive Directors;

(f) recommendations about remuneration of senior management and non-executive Directors; and

(g) review the Company’s reporting and disclosure practices in relation to the remuneration of Directors and senior executives.

Meetings shall be held at least annually and more often as required.

14.10 Securities Trading Policy

The Board has adopted a Securities Trading Policy that sets out the guidelines on the sale and purchase of securities in the Company by its key management personnel. The policy generally provides that written notification to the Company Secretary must be obtained prior to trading.

14.11 Communication and Disclosure Policy

As noted in Section 16.7 of this Prospectus, following Admission, the Company will be required to comply with the continuous disclosure obligations of the Listing Rules and the Corporations Act. The Company is committed to observing its continuous disclosure obligations. The Company has adopted a Communications and Disclosure Policy which establishes procedures that are aimed at ensuring that Directors and management are aware of and fulfil their obligations in relation to the timely disclosure of material price sensitive information. The policy also puts in place strategies for effectively communicating with Shareholders which, among other things, provides that Shareholders have the option to send and receive communications with the Company and its share registry by electronic means, including where announcements are made by the Company to ASX.

14.12 Diversity Policy

The Board has adopted a Diversity Policy which provides a framework for the Company to achieve, amongst other things, a diverse and skilled workforce, a workplace culture characterised by inclusive practices and behaviours for the benefit of all staff, improved employment and career development

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opportunities for women and a work environment that values and utilises the contributions of employees with diverse backgrounds, experiences and perspectives. However, as noted in Section 14.15 the Board is yet to set measurable gender diversity objectives and the Company presently does not have any women on the Board, in senior executive positions or across the organisation.

14.13 Whistleblower Policy

The Board is committed to promoting and supporting a culture of honest and ethical behaviour, corporate compliance and good corporate governance. The Company has adopted a Whistleblower Policy which:

(a) encourages and supports its personnel to feel confident to speak up safely and securely if they become aware of wrong-doing or illegal or improper conduct within the Company;

(b) provides information and guidance on how to report such conduct, how reports will be handled and investigated in a timely manner and the support and protections available if a report is made;

(c) sets out the responsibilities of the Company and its management in upholding the Company’s commitment to reporting any illegal, unethical or improper conduct; and

(d) promotes ethical behaviour and a culture of speaking up to deter wrong-doing.

14.14 Anti-Bribery and Corruption Policy

The Board is committed to conducting its operations and business activities with integrity and preventing bribery or corruption by any of its Directors, officers, employees or any other party acting on its behalf. The Company is committed to complying with all laws that apply to it, including anti- bribery and corruption laws.

The Anti-Bribery and Corruption Policy is to be followed by all Directors, officers, employees, contractors and subsidiaries of the Company. The purpose of the Anti-bribery and Corruption Policy is to:

(a) clearly set out the conduct expected by the Company to minimise the risk of bribery or corruption occurring in connection with its operations and activities; and

(b) provide guidance on how to deal with instances of bribery or corruption.

14.15 Departures from Recommendations

As noted above, the Company seeks to adopt the Recommendations with respect to its corporate governance. The Recommendations are not mandatory or prescriptive and the Board is entitled not to adopt a particular Recommendation if it considers it inappropriate in the context of the Company's business. However, under the Listing Rules the Company will be required to provide a corporate governance statement in its annual report (or by reference in its annual report to the URL of the page on its website where the statement can be viewed), disclosing the extent to which it has followed the Recommendations within the reporting period. Where the Company does not follow a recommendation for any part of a reporting period, it must identify the recommendation and provide its reasons for not doing so and what (if any) alternative governance practices it adopted in lieu of the Recommendation.

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The table below briefly addresses the areas where the Company anticipates it will depart from the Recommendations. The Board is of the view that with the exception of the departures set out below, it otherwise expects to comply with all of the Recommendations.

Recommendations (4th Edition) Comply Explanation

Principle 1: Lay solid foundations for management and oversight

Recommendation 1.5 Partially (a) The Company has adopted a Diversity Policy A listed entity should: which provides a framework for the Company to establish and achieve measurable diversity (a) have a diversity policy which includes objectives, including in respect of gender requirements for the Board or a relevant diversity. The Diversity Policy allows the Board committee of the Board to set to set measurable gender diversity objectives, measurable objectives for achieving if considered appropriate, and to assess gender diversity and to assess annually annually both the objectives (if any have been both the objectives and the entity’s set) and the Company’s progress in achieving progress in achieving them; them. (b) disclose that policy or a summary or it; (b) The Diversity Policy is contained in the and "Corporate Governance Pack" available on the Company's website at disclose as at the end of each reporting (c) www.chaucerenergy.com.au/corporate. period the measurable objectives for achieving gender diversity set by the (c) The Board has not set measurable gender Board in accordance with the entity’s diversity objectives and it is noted that: diversity policy and its progress towards achieving them and either: (i) the Board does not anticipate there will be a need to appoint any new Directors or senior (i) the respective proportions of men and executives due to the limited nature of the women on the Board, in senior executive Company’s existing and proposed activities positions and across the whole and the Board’s view that the existing organisation (including how the entity Directors and senior executives have has defined “senior executive” for these sufficient skill and experience to carry out the purposes); or Company’s plans; and (ii) if the entity is a “relevant employer” (ii) if it becomes necessary to appoint any new under the Workplace Gender Equality Directors or senior executives, the Board Act, the entity’s most recent “Gender considers the application of a measurable Equality Indicators”, as defined in the gender diversity objective requiring a specified Workplace Gender Equality Act. proportion of women on the Board and in senior executive roles would, given the small size of the Company and the Board, unduly limit the Company from applying the Diversity Policy as a whole and the Company’s policy of appointing based on skills and merit; and (iii) the Company does not have any women on the Board, in senior executive positions or across the organisation.

A detailed corporate governance statement is contained on the Company's website at http://www.chaucerenergy.com.au/corporate.

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15. MATERIAL CONTRACTS

The Company is a party to the following material contracts:

15.1 Technology Licence Agreement

On 9 October 2019 the Company entered into a licence agreement with Ergo Exergy (the Technology Licence Agreement), whereby Ergo Exergy agreed to grant the Company the following licences to use its ISG technology:

• a general licence to use the technology to identify ISG projects in Chile and conduct feasibility studies for the development of such projects (General Licence); and

• where a decision is made to develop an ISG project a project licence to the technology for the life of the project (Project Licence) with separate Project Licences to be issued in relation to each project.

The ISG technology developed by Ergo Exergy has not been patented and consists of unregistered intellectual property including know-how and technical information developed by Ergo Exergy over a number of years. The parties agree however, to investigate the registration of patents in the name of Ergo Exergy (at the cost of Ergo Exergy) within Chile.

Any improvements made by Chaucer Energy to Ergo Exergy's intellectual property in the course of pursuing a project are to be assigned to Ergo Exergy (and licensed back to Chaucer Energy on a royalty free basis).

The Technology Licence Agreement is structured in a way that will enable Chaucer Energy's 100% owned subsidiaries to enjoy the benefit of the aforementioned licences.

The material terms can be summarised as follows:

(a) (General Licence) The Company will have the benefit of the General Licence for a term of 10 years from the date of the Technology Licence Agreement (Term). For the first 5 years of the Term Chaucer Energy will be Ergo Exergy's exclusive licensee for Chile.

If the Company builds and commissions at least 1 commercial ISG plant during the Term then Ergo Exergy must offer to extend the Term by a further 10 years subject to the parties agreeing the commercial terms of the extension (with a requirement to negotiate in good faith). Ergo Exergy will be under no obligation to offer an extension if the Company has breached a material term of the Technology Licence Agreement and failed to remedy the breach.

Under the General Licence, Chaucer Energy will:

• acquire the right to use Ergo Exergy's ISG technology to develop commercial ISG projects in Chile in each case up to the completion of a project feasibility study and prior to commencement of detailed design of the proposed commercial plant for that project;

• receive assistance from Ergo Exergy in undertaking all activities relevant to developing ISG projects to the level where the proposed project's technical and commercial viability has been established and the project can be financed.

Under the General Licence, Ergo Exergy will also provide to Chaucer Energy the technology support and information required for the development of each project up to the completion of a project feasibility study and prior to the detailed design of a proposed commercial plant, as necessary and sufficient for the project's implementation.

As consideration for the grant of the General Licence, an aggregate non-refundable fee of $5,000,000 will be payable to Ergo Exergy. The General Licence fee is payable in instalments

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and each instalment payment will be equal to 2% of the capital cost of each new project (or the capital cost of a proposed project expansion) (subject to the $5,000,000 aggregate cap).

Unless the Company elects to pay earlier, instalments are to be paid on the date of the first drawdown under the construction financing facility in place for each project (or project expansion, if applicable).

(b) (Project Licences) Ergo Exergy will grant Chaucer Energy a Project Licence for each project upon receipt of the instalment of the General Licence fee that relates to the project (refer above). Each Project Licence will (subject to the requirements of the specific project):

• require Ergo Exergy to provide to Chaucer Energy detailed know-how, methods, techniques, skills and provisions for using its ISG technology for the specified project and to facilitate the design and construction or expansion (as applicable) of a commercial plant;

• grant to Chaucer Energy the right to build or expand (as applicable) a commercial plant and to operate it for the economic life of the project utilising Ergo Exergy's technology;

• require Ergo Exergy to transfer to Chaucer Energy (in the most efficient and optimal manner available to the parties) all relevant technology and information to enable Chaucer Energy to implement the project.

As consideration for the grant of each Project Licence Chaucer Energy will pay a royalty calculated on the gross volume of Syngas and by-products produced by the relevant project and sold by Chaucer Energy (or a subsidiary) to unaffiliated third parties or otherwise productively used for purposes from which Chaucer Energy (or a subsidiary) derives quantifiable economic value. The royalty rates will be calculated as follows:

• the royalty rate to apply to Syngas for the first project will be a rate of A$0.05 per GJ and for subsequent projects will be a rate to be negotiated between the parties, but being not less than A$0.05 per GJ and not more than A$0.15 per GJ;

• the royalty rate with respect to any by-product that is a liquid hydrocarbon will be the same per GJ rate as determined for Syngas produced by the relevant project; and

• the royalty rate with respect to any by-product that is not a liquid hydrocarbon will be determined by agreement between the parties prior to any decision being made by Chaucer Energy (or any subsidiary) to produce and sell or otherwise utilise such by- products.

(c) (Technical Services) Ergo Exergy will provide Chaucer Energy with expert technical services in connection with applying its ISG technology under the General Licence and under the Project Licences. These services will be provided under separate service contracts and charged at agreed time-based rates. Such rates will be charged in addition to the General Licence fee and the Project Licence royalties.

(d) (Termination of General Licence) Chaucer Energy undertakes to use best endeavours to build, commission and operate at least 1 commercial ISG plant within 5 years of the commencement of the Term.

Ergo Exergy may terminate the General Licence in any of the following circumstances:

• where Chaucer Energy fails to use its best endeavours to build, commission and operate at least 1 commercial ISG plant within 5 years of the commencement of the Term;

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• where Chaucer Energy has not achieved financial close of a proposed commercial plant within 7 years from the commencement of the Term;

• where Chaucer Energy has failed to pay the General Licence fee in full (i.e the aggregate $5,000,000) within 10 years from the commencement of the Term;

• where a Project Licence is terminated;

• if, at any time, a competitor of Ergo Exergy holds 40% or more of the issued shares in Chaucer Energy;

Furthermore, either party may terminate the Technology Licence Agreement if:

• a receiver, liquidator, statutory manager or like insolvency administrator is appointed in respect of the whole or any part of the other party's assets; or

• the other party makes an assignment for the benefit of or composition with its creditors (except for the purpose of a solvent reconstruction or amalgamation); or

• the other party otherwise commits a breach and either:

- the breach is material and is not capable of being remedied; or - the breach is capable of being remedied and the offending party fails to remedy the breach within 20 business days after having received written notice of the breach from the terminating party.

Upon termination of the Technology Licence Agreement, Chaucer Energy will not have any further rights in respect of Ergo Exergy's ISG technology other than in accordance with any ongoing Project Licence.

(e) (Termination of Project Licence) Project Licences will survive termination of the General Licence and the Technology Licence Agreement. Ergo Exergy may only terminate a Project Licence if Chaucer Energy breaches an obligation to pay the royalty (described above) in respect of the Project Licence and fails to remedy the breach within 20 business days after receiving a notice of the breach from Ergo Exergy.

(f) (Governing Law) The Technology Licence Agreement is governed by the laws of the Province of Quebec, Canada and disputes will be resolved by arbitration in London.

The Technology Licence Agreement otherwise contains terms which are consistent with similar arrangements, including provisions relating to confidentiality, indemnities in favour of both parties' (for warranty breaches), limitations of liability (to exclude claims for consequential loss) and provisions providing relief from obligations when a force majeure event occurs.

15.2 Executive Service Agreements

Dr Leonard Walker

The Company has engaged Dr Walker to act as its Managing Director pursuant to the terms of a written Executive Services Agreement entered into on 14 October 2019. The material terms and conditions of the Agreement are as follows:

(a) (Position): Managing Director;

(b) (Services): Dr Walker will be required to provide the following services to the Company (note this list is non-exhaustive):

• formulating and successfully implementing Company policy;

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• directing strategy towards the profitable growth and operation of the Company;

• developing strategic operating plans that reflect the longer-term objectives and priorities established by the Board;

• installing adequate operational planning and financial control systems; and

• representing the Company to stakeholders and professional associations.

(d) (Term): a period of 3 years from the Commencement Date. Dr Walker and the Company may agree in writing to extend the Term on such terms and conditions as are agreed between the parties;

(e) (Remuneration): Dr Walker will receive an annual salary of $180,000 (plus superannuation);

(f) (Incentives): Dr Walker is entitled to participate in the Company's ESOP;

(g) (Termination): the Company (or Dr Walker) may terminate the agreement for any reason and at any time by giving six (6) months' notice. Dr Walker's employment may otherwise be terminated for cause by notice to Dr Walker from the Company;

(h) (Expenses): Dr Walker will be reimbursed for all reasonable expenses incurred in the performance of his duties, where those expenses can be evidenced to the reasonable satisfaction of the Company;

(i) (Restraint and Non-Solicitation): on termination of the Agreement, Dr Walker will be subject to certain restraint provisions, which seek to limit his involvement in ISG operations in Chile and any other countries in which the Company operates business for a period of up to 12 months. Dr Walker has also provided undertakings as to the non-solicitation of certain persons with connections to the Company, including but not limited to Company employees;

(j) (Review) The Company will review the performance of Dr Walker annually (or at such other times as it determines appropriate).

Mr Valeri Melik

The Company has engaged Mr Melik to act as its General Manager of Projects pursuant to the terms of a written Executive Services Agreement entered into on 16 October 2019.The material terms and conditions of the Agreement are as follows:

(a) (Position): General Manager of Projects;

(b) (Services): Mr Melik will be required to provide the following services to the Company (note this list is non-exhaustive):

• planning of existing and new projects;

• selection of drilling contractors and geological consultants, and monitoring of their performance;

• planning and supervising all testing of coal and rock samples recovered from drilling;

• supervising and reporting operating performance on a regular basis; and

• preparing project budgets, and maintaining and reporting on actual costs against budget.

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(d) (Term): a period of 3 years from the Commencement Date. Mr Melik and the Company may agree in writing to extend the Term on such terms and conditions as are agreed;

(e) (Remuneration): Mr Melik will receive an annual salary of $150,000 (plus superannuation);

(f) (Incentives): Mr Melik is entitled to participate in the Company's ESOP;

(g) (Termination): The Company (or Mr Melik) may terminate the agreement for employment for any reason and at any time by giving six (6) months' notice. Mr Melik's employment may otherwise be terminated for cause by notice to Mr Melik from the Company;

(h) (Expenses): Mr Melik will be reimbursed for all reasonable expenses incurred in the performance of his duties, where those expenses can be evidenced to the reasonable satisfaction of the Company;

(i) (Restraint and Non-Solicitation): on termination of the Agreement, Mr Melik will be subject to certain restraint provisions, which seek to limit his involvement in ISG operations in Chile and any other countries in which the Company operates business for a period of up to 12 months. Mr Melik has also provided undertakings as to the non-solicitation of certain persons with connections to the Company, including but not limited to Company employees.

(j) (Review) The Company will review the performance of Mr Melik annually (or at such other times as it determines appropriate).

15.3 Non-Exec Director Agreements

Mr Stephen Layton

The Company has entered into a Non-Executive Director Letter of Appointment with Mr Layton dated 16 August 2019. The material terms and conditions of the Letter are as follows:

(a) (Fee): Mr Layton will receive an annual fee of $48,000 (inclusive of superannuation) commencing on the date of the Company's Admission. In addition, Mr Layton (or his nominees) is entitled to receive 1,000,000 fully paid ordinary Shares in the Company upon the Company receiving a conditional admission letter from the ASX granting conditional approval for the admission of the Company's Shares to the Official List;

(b) (Term): Mr Layton's appointment may cease at any time he resigns by written notice or otherwise in accordance with the terms of the Company's Constitution, the Listing Rules and / or the Corporations Act (Governing Rules);

(c) (Services): Mr Layton is required to carry out his duties (as detailed in his Letter) as a Non- Executive Director of the Company in accordance with generally accepted standards of good corporate governance, the Company's corporate governance policies and at all times in observance of the Governing Rules.

The Letter otherwise contains terms and conditions that are considered standard for agreements of this nature.

Mr Malcom McAully

The Company has entered into a Non-Executive Director Letter of Appointment with Mr McAully dated 19 August 2019. The material terms and conditions of the Letter are as follows:

(a) (Fee): Mr McAully will receive an annual fee of $60,000 (inclusive of superannuation) commencing on the date of the Company's Admission;

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(b) (Term): Mr McAully's appointment may cease at any time he resigns by written notice or otherwise in accordance with the Governing Rules;

(c) (Services): Mr McAully is required to carry out his duties (as detailed in his Letter) as a Non- Executive Director of the Company in accordance with generally accepted standards of good corporate governance, the Company's corporate governance policies and at all times in observance of the Governing Rules.

The Letter otherwise contains terms and conditions that are considered standard for agreements of this nature.

15.4 Deeds of Access, Indemnity and Insurance

The Company has entered into deeds of access, indemnity and insurance with each of the Directors (Deed). Under the terms of the Deed, the Company agrees to:

(a) indemnify each Director to the extent permitted by the Corporations Act against certain liabilities and legal costs arising from or in connection with their position as an officer of the Company;

(b) maintain D&O insurance policies for the benefit of the Directors; and

15.5 Joint Lead Manager Mandates

The Company has entered into two separate mandate agreements with Baker Young dated 17 September 2020 (Baker Young Mandate) and with Pulse Markets dated 17 September 2020 (Pulse Mandate) pursuant to which Baker Young and Pulse Markets have agreed to act as joint lead managers to the Offer.

The Company considers that the terms and conditions of both the Baker Young Mandate and the Pulse Mandate are standard in nature having regard to the size and risk associated with the Offer. Summaries of the material terms and conditions of each of the mandates are set out in Sections 15.6 and 15.7 respectively.

15.6 Baker Young Mandate

(a) (Commencement): The Baker Young Mandate commenced on 17 September 2020.

(b) (Baker Young Services): The services to be provided by Baker Young as joint lead manager include, but are not limited to:

• co-management of the Offer;

• advising on the structuring of the Offer (in conjunction with the Company's other advisors); and

• providing assistance with communication and strategy in relation to the Offer.

• Management Fee: $50,000 plus 1% (plus GST) of the total amount of capital raised in connection with the Offer (payable subject to successful listing of the Shares on the ASX);

• Broker Fee: Equal to 5% (plus GST) of the total amount of capital raised in connection with the Offer from parties introduced to the Company by Baker Young (payable subject to successful listing of the Shares on the ASX); and

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• Corporate Advisory Fee: $6,000 (plus GST) per month payable for a period of 3 months commencing on the date of Admission.

(d) (Expenses): Baker Young is entitled to reimbursement of all reasonable out of pocket expenses, which it incurs in connection with the Offer including but not limited to travel and accommodation.

(e) (Duration): The Baker Young Mandate will continue for 12 months from signing unless terminated earlier.

(f) (Termination): Either party may terminate the Baker Young Mandate with or without cause on one month's written notice to the other party.

(g) (Indemnity): The Company has agreed to a broad indemnity in favour of Baker Young and its related bodies corporate and their directors, officers, employees and advisors against all liabilities sustained or incurred by them in connection with the Offer and the Offer documents (subject to limited exclusions).

The Baker Young Mandate contains other terms and conditions, which are expected to be included in a mandate of this nature.

15.7 Pulse Mandate

(a) (Commencement): The Pulse Mandate commenced on 17 September 2020.

(b) (Pulse Services): The services to be provided by Pulse Markets as joint lead manager include, but are not limited to:

• co-management of the Offer;

• manage the offer, including but not limited to overall project management and development and management of the Offer timetable in conjunction with the Company;

• manage any book build process with Baker Young as joint lead manager; and

• providing assistance with communication and strategy in relation to the Offer.

• Capital Raising Fee: Equal to 5% (plus GST) of the total amount of capital raised by Pulse Markets in connection with the Offer;

• Broker Shares: 500,000 fully paid Shares in the Company to be issued to Pulse Markets (and disbursed at its discretion save that no Shares may be disbursed to investors who participate in the Offer) on successful completion of the Offer; and

• Broker Options: 1.5 million options to acquire ordinary fully paid shares will be issued to Pulse Markets (and disbursed at its discretion save that no options may be disbursed to investors who participate in the Offer) on successful completion of the Offer. These options are exercisable at $0.30 and expire three years from the date of Admission. (d) (Incentives): The Company has agreed to offer the role as lead manager in any further debt or equity capital raising which the Company may undertake. This agreement is limited to the 6 month period commencing from completion of the Offer and is subject to Pulse Markets offering competitive terms relative to market practices at that time. This incentive does not bind the Company to appoint Pulse Markets as lead manager or bind Pulse Markets to accept an offer of appointment made by the Company.

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(e) (Expenses): Pulse Markets is entitled to reimbursement of all reasonable out of pocket expenses, which it incurs in connection with the Offer, including but not limited to marketing and communication costs, distribution and roadshow expenses, legal fees and travel and accommodation.

(f) (Duration): The Pulse Mandate will continue until the earlier of:

• completion of the Offer; and

• the expiration of a period of 12 months from the date of the Pulse Mandate. (g) (Termination): Either party may terminate the Pulse Mandate with or without cause by written notice to the other party at any time.

(h) (Indemnity): The Company has agreed to a broad indemnity in favour of Pulse Markets and its related bodies corporate and their directors, officers, employees and advisors against all liabilities sustained or incurred by them in connection with the Offer and the Offer documents (subject to limited exclusions).

The Pulse Mandate contains other terms and conditions, which are expected to be included in a mandate of this nature.

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16. ADDITIONAL INFORMATION

16.1 Rights Attaching to Shares and Constitution

As at the date of issue and allotment of Shares under the Offer made pursuant to this Prospectus, there will only be one class of share on issue in the Company being fully paid ordinary shares. The rights attaching to the Shares are:

• .... set out in the Constitution of the Company; and

• .... in certain circumstances, regulated by the Corporations Act and the general law.

Set out below is a broad summary (though not an exhaustive or definitive statement) of the rights, privileges and restrictions that will attach to the Shares pursuant to the Constitution at the date of Admission. The Company’s Constitution is of the kind usually adopted by a public company, with certain provisions taking effect once (and for so long as) the Company is listed.. Copies of the Constitution may be inspected by making a request to the Company Secretary.

(a) Listing Rules

To the extent of any inconsistency between the Constitution and the Listing Rules, the Listing Rules prevail.

(b) Voting rights

Subject to any special rights or restrictions for the time being attached to any class or classes of shares (at present there are none), at general meetings of Shareholders, each Shareholder may vote in person or by proxy, attorney or representative unless a poll is demanded by:

• the Chairman;

• not less than five Shareholders having the right to vote at the meeting; or

• a Shareholder or Shareholders present who are together entitled to not less than 5% of the total voting rights of all the Shareholders having the right to vote on the resolution at the meeting.

Every Shareholder present in person or by proxy, attorney or representative will have one vote on a show of hands. On a poll every person present who is a Shareholder or a proxy, attorney or representative of a Shareholder will, in respect of each fully paid Share held by him, or in respect of which he is appointed a proxy, attorney or representative, have one vote for each Share held.

Subject to the rights of persons (if any) holding shares issued with special rights to a dividend (at present there are none), the Directors may declare a final dividend out of the profits of the Company in accordance with the Corporations Act and may authorise the payment or crediting by the Company to the Shareholders of such dividend.

All dividends are to be apportioned and paid proportionately to the amounts paid or credited as paid on the Shares during any portion or portions of the period in respect of which the dividend is paid. Interest may not be paid by the Company in respect of any dividend.

(d) Winding up

If the Company is wound up all available assets must be divided among the Shareholders in proportion to the number of Shares held by them.

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(e) Transfer of shares

A Shareholder may transfer Shares by way of a proper ASX Settlement transfer or by an instrument in writing in any usual registerable form or in any other form that the Directors approve subject to any restrictions that may be imposed by the Listing Rules.

(f) Sale of Non-Marketable Holdings

The Company may take steps in respect of non-marketable holdings of Shares in the Company to effect an orderly sale of those Shares in the event that holders do not take steps to retain their holdings. The Company may only take steps to eliminate non-marketable holdings in accordance with the Constitution, the Corporations Act and the Listing Rules.

(g) Restricted Securities

Except as permitted by the Listing Rules or ASX, holders of restricted securities must not dispose of, or agree to dispose of, the securities during the escrow period applicable to those securities. If the securities are in the same class as quoted securities, the holder is deemed to have agreed in writing to the restricted securities being kept on the Company’s issuer sponsored subregister with a holding lock applied to them for the duration of the applicable escrow period. The Company will refuse to acknowledge any disposal of restricted securities during the escrow period except as permitted by the Listing Rules or ASX.

During the applicable escrow period, a holder of restricted securities will not be entitled to participate in any return of capital on those securities unless permitted by the Listing Rules or ASX.

If a holder of restricted securities breaches a restriction deed, restriction notice, or a provision of the Constitution restricting a disposal of those securities, the holder is not entitled to any dividend or distribution, or voting rights, in respect of the restricted securities for so long as the breach continues.

(h) New share issue

Subject to the Constitution, the Corporations Act, any other laws, the Board may issue, allot or otherwise dispose of Shares to such persons at such times at such price and on such terms and conditions and having attached to them such preferred, deferred or other special rights or such restrictions, whether with regard to dividend, voting, return of capital or otherwise and whether as preference shares as the Board from time to time determines.

(i) General meetings

Each Shareholder is entitled to receive notice of and to attend general meetings of the Company and to receive all notices, accounts and other documents required to be sent to Shareholders under the Constitution of the Company or the Corporations Act. Shareholders may requisition meetings in accordance with section 249D of the Corporations Act and the Constitution.

(j) Alteration to the Constitution

The Constitution can only be amended by special resolution passed by at least 75% of Shareholders present and voting at a general meeting.

(k) Variation of rights

Subject to the Corporations Act, the rights attaching to any class of shares on issue in the Company may only be varied or abrogated in any way if the holders of 75% of the shares of that class on issue in the capital of the Company consent to the variation in writing, or by special resolution passed at a separate meeting of the holders of shares of that class unless their terms of issue say otherwise.

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(l) Directors

There must be a minimum of three Directors appointed to the Board, and at least two Directors must ordinarily reside in Australia. The Constitution and the Corporations Act contain provisions relating to the rotation and election of Directors.

16.2 Employee Security Ownership Plan (ESOP)

The Company has adopted an Employee Security Ownership Plan (ESOP).

As at the date of this Prospectus, no securities have been offered or issued under the ESOP and there is no current proposal to issue securities under the ESOP. Any issues of securities or agreements to issue securities under the ESOP will be announced to the ASX.

The ESOP provides for shares, options or other securities or interests to be issued to eligible persons. The purpose of the ESOP is to:

(a) provide eligible persons with an additional incentive to work to improve the performance of the Company;

(b) attract and retain eligible persons essential for the continued growth and development of the Company;

(d) enhance the relationship between the Company and eligible persons for the long term benefit of all parties.

Eligible persons are officers and employees of, or consultants to, the Company or an associated body corporate and, in the case of consultants, may include bodies corporate. Participants in the ESOP, the number, type and terms of any securities offered or issued, and the terms of any invitation, offer or issue are determined by the Board with the advice of the remuneration committee, if any.

The total number of securities which may be issued under the ESOP from time to time is the number which is 10% (ten per cent) of the number of Shares on issue at the time of issue of a security. Shares issued on exercise of an option or exercise or conversion of an interest issued under the ESOP, and options or other interests which have been converted or cancelled or which have lapsed are not counted in determining the number of securities issued under the ESOP.

The Board may approve loans to eligible persons to assist acquiring or for the purpose of acquiring securities under the ESOP, subject to compliance with the Corporations Act and Listing Rules.

The Board is to administer the terms of the ESOP, including but not limited to determining the terms of securities issued, adoption of rules for the administration of the ESOP and the suspension or termination of the ESOP.

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16.3 Effect of the Offers on control and substantial Shareholders

Those Shareholders holding an interest in 5% or more of the Shares on issue as at the date of this Prospectus are as follows:

Name Shares %

Innisfree Pty Ltd 30,000,000 61.02

Bodie Investment Pty Ltd 4,000,000 8.14

Covenant Holdings (WA) Pty Ltd 4,000,000 8.14

On Admission the following persons will have an interest in 5% or more of the Shares on issue:

Name Shares %

Innisfree Pty Ltd 30,000,000 41.00

Bodie Investment Pty Ltd 5,000,000 6.83

Covenant Holdings (WA) Pty Ltd 4,000,000 5.47

Notes: Based on the information known as at the date of this Prospectus, and assuming: a) only the Minimum Subscription is achieved under the Offer. If more than the Minimum Subscription is achieved, the interests will be diluted; b) no existing substantial Shareholder subscribes for and receives additional Shares under the Offer, and c) Stephen Layton nominates Bodie Investment Pty Ltd (an entity he controls) to receive 1,000,000 Shares pursuant to the agreement described in Section 15.3. If Mr Layton were to instead nominate a third party, Bodie Investment Pty Ltd's interest would be reduced accordingly.

16.4 Disclosure Interests of Non-Directors

Except as disclosed in this Prospectus, no expert, promoter or any other 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, nor any firm in which any of those persons is or was associated with, has now, or had in the 2 year period ending on the date of this Prospectus, any interest in:

(a) the formation or promotion of the Company; or

(b) property acquired or proposed to be acquired by the Company in connection with its formation or promotion or the Offer; or

Except as disclosed in this Prospectus, no amounts of any kind (whether in cash, shares, options or otherwise) have been paid or agreed to be paid to any expert, promoter or any other 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, or to any firm in which any of those persons is or was a partner or to any company in which any of those persons is or was associated with, for services rendered by that person in connection with the formation or promotion of the Company or the Offer under this Prospectus.

Baker Young has acted as the Joint Lead Manager to the Offer. Details of the payments to be made to Baker Young are set out in Section 15.6 of this Prospectus. During the 24 months preceding

195 CHAUCER ENERGY LIMITED

lodgement of this Prospectus with ASIC, Baker Young has not provided any other services to the Company and does not have any interest in the Company other than as disclosed in this Prospectus.

Pulse Markets has acted as the Joint Lead Manager to the Offer. Details of the payments to be made to Pulse Markets are set out in Section 15.7 of this Prospectus. During the 24 months preceding lodgement of this Prospectus with ASIC, Pulse Markets has not provided any other services to the Company and does not have any interest in the Company other than as disclosed in this Prospectus.

Automic Group has been appointed to conduct the Company's share registry functions and to provide administrative services in respect to the processing of Applications received pursuant to this Prospectus, and will be paid for these services on standard industry terms and conditions.

BDO East Coast Partnership previously acted as the auditor to the Company. The Company has paid BDO East Coast Partnership a total of $20,000 (excluding GST) for acting as the Company's auditor for the periods ended 30 June 2019 and 30 June 2020.

BDO Audit Pty Ltd has replaced BDO East Coast Partnership and will act as the Company's auditor for the period ending 30 June 2021. BDO Audit Pty Ltd will be paid in accordance with normal charge out rates.

BDO Corporate Finance (East Coast) Pty Ltd has prepared the Independent Limited Assurance Report and detailed financial information included in this Prospectus, and performed work in relation to due diligence inquiries on financial matters. The Company estimates that it will pay approximately $25,000 (excluding GST and disbursements) to BDO Corporate Finance (East Coast) Pty Ltd in respect of this work. The Company has also paid BDO Corporate Finance (East Coast) Pty Ltd Australia $25,000 (excluding GST and disbursements) for other services provided to the Company during the past 24 months. Further amounts may be paid (or agreed to be paid) to BDO Corporate Finance (East Coast) Pty Ltd in accordance with normal charge out rates.

HFW Australia have acted as solicitors to the Offer and have performed work in relation to certain of the material contracts, preparing the due diligence program, performing due diligence inquiries on corporate legal matters and performing work in relation to this Prospectus. The Company estimates that it will pay amounts totalling approximately $175,000 (excluding GST and disbursements) to HFW Australia in respect of this work (inclusive of $120,000 already paid). During the 24 months preceding lodgement of this Prospectus with ASIC, HFW Australia has not provided any other services to the Company. Further amounts may be paid (or agreed to be paid) to HFW Australia in accordance with normal charge out rates.

Valdivieso, Gutierrez & Manriquez Abagodas has acted as legal advisors to the Company in relation to Chilean legal matters and has prepared the Independent Legal Report which is included at Section 12 of this Prospectus. The Company has paid $45,000 for work done in relation to the preparation of the report. During the 24 months preceding lodgement of this Prospectus with ASIC, Valdivieso, Gutierrez & Manriquez have not provided any other services to the Company. Further amounts may be paid (or agreed to be paid) to Valdivieso, Gutierrez & Manriquez in accordance with normal charge out rates.

Global Resources & Infrastructure Pty Ltd has prepared the Independent Geologist's Report which is contained in Section 11 of this Prospectus. The Company has paid approximately $28,000 (excluding GST) for work done in relation to the preparation of the report. During the 24 months preceding lodgement of this Prospectus with ASIC, Global Resources & Infrastructure Pty Ltd has not provided any other services to the Company. Further amounts may be paid (or agreed to be paid) to Global Resources & Infrastructure Pty Ltd in accordance with normal charge out rates.

Kura Minerals SpA has prepared the reports referred to in the Independent Geologist's Report that is contained in Section 11 of this Prospectus and in the Independent Legal Report that is contained in Section 12 of this Prospectus. During the 24 months preceding lodgement of this Prospectus with ASIC, Kura Minerals SpA has provided consulting services to the Company (including preparation of the aforementioned reports) for which it has been paid a total of approximately $222,930 and received a total of 317,500 Shares. Further amounts may be paid (or agreed to be paid) to Kura Minerals SpA in accordance with normal charge out rates. It is also noted that a principal of Kura Minerals SpA, Mr

196 CHAUCER ENERGY LIMITED

Thomas Eggers subscribed for and was issued 400,000 Shares for a total issue price of $40,000 pursuant to a seed capital raising undertaken by the Company.

The above amounts, and other expenses of the Offer, to the extent not paid by the Company prior to completion of the Offer will be paid out of funds raised under the Offer or available cash. Further information on the use of proceeds and costs of the Offer is set out in Sections 13.7 and 16.6.

16.5 Consents

Each of the parties referred to in this Section:

(a) does not make, or purport to make, any statement in this Prospectus or on which a statement made in this Prospectus is based, other than as specified in this Section; and

(b) to the maximum extent permitted by law, expressly disclaims and takes 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.

Each of the following has consented to being named in this Prospectus in the capacity as noted below and has not withdrawn such consent prior to the lodgement of this Prospectus with ASIC:

(a) Pulse Markets and Baker Young each as Joint Lead Managers in the form and context in which it is named;

(b) Automic Group as the Share Registry for the Company in the form and context in which it is named;

(d) BDO Audit Pty Ltd as auditor in the form and context in which it is named;

(e) BDO Corporate Finance (East Coast) Pty Ltd as the Investigating Accountant in the form and context in which it is named and BDO Corporate Finance (East Coast) Pty Ltd has also consented to the inclusion of the Independent Limited Assurance Report in Section 10 of this Prospectus;

(f) HFW Australia as the Company's legal advisers (Australia) in the form and context in which it is named;

(g) Valdivieso, Gutierrez & Manriquez Abagodas as the Company's legal advisers (Chile) in the form and context in which it is named and Valdivieso, Gutierrez & Manriquez Abogados has also consented to the inclusion of the Independent Legal Report in Section 12 of this Prospectus;

(h) Global Resources & Infrastructure Pty Ltd as the Independent Geologist in the form and context in which it is named and Global Resources & Infrastructure Pty Ltd has also consented to the inclusion of the Independent Geologist's Report in Section 11 of this Prospectus;

(i) Ergo Exergy Technologies Inc in the form and context in which it is named;

(j) Kura Minerals SpA, consents to being named in the Independent Geologist's Report that is contained in Section 11 of this Prospectus and consents to being named in the Independent Legal Report that is contained in Section12, in the form and context in which it is named in those reports;

(k) Mr David Aceval consents to being named in the Independent Legal Report that is contained in Section12, in the form and context in which he is named in that report.

No entity or person referred to above has made any statement that is included in this Prospectus or any statement on which a statement made in this Prospectus is based, except as stated above. Each

197 CHAUCER ENERGY LIMITED

of the persons and entities referred to in this Section 16.5 has not authorised or caused the issue of this Prospectus and does not make any offer of Shares.

This Prospectus also attributes certain statements to specific third parties where such statements are contained in certain sources, including books, reports, journals and comparable publications. Where consent has not been sought or obtained from these third parties, the Company has included such statements in this Prospectus in reliance on the relief available under ASIC Corporations (Consents to Statements) Instrument 2016/72.

16.6 Expenses of Offer

The total approximate expenses of the Offer paid or payable by the Company are:

Minimum Maximum Subscription Subscription $ $ ASX Listing and ASIC Lodgement Fees 86,262 87,362

Legal Fees (Australia & Chile) 220,000 220,000

Accounting and Investigating Accountant Fees 50,000 50,000 Independent Geologist 28,000 28,000

Joint Lead Manager Fees1 320,000 380,000

Printing, Postage and Administration Fees 30,000 30,000 Total estimated expenses2,3 734,262 795,362

Notes: 1. Refer to Sections 15.5 - 15.7 of this Prospectus for further details. It is noted that in addition to cash payments Pulse Markets is also entitled to receive 500,000 Shares and 1.5 million options. 2. Expenses of Offer shown in 16.7 are exclusive of non-recoverable GST where applicable. 3. Refer to Note 2 to Use of Funds Table in Section 13.7 for reconciliation of Offer Expenses

16.7 Continuous Disclosure Obligations

Following Admission, the Company will be a "disclosing entity" (as defined in section 111AC of the Corporations Act) and, as such, will be subject to regular reporting and disclosure obligations. Specifically, like all listed companies, the Company will be required to continuously disclose any information it has to the market which a reasonable person would expect to have a material effect on the price or the value of the Shares (unless a relevant exception to disclosure applies). Price sensitive information will be publicly released through the ASX before it is otherwise 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 that an announcement has been made, with the aim of making the information readily accessible to the widest audience.

198 CHAUCER ENERGY LIMITED

17. CORPORATE DIRECTORY

Directors Independent Geologist Malcolm McAully Global Resources and Infrastructure - Non-Executive Chairman Pty Ltd Dr Len Walker PO Box 360 Mont Albert, Victoria 3127 - Managing Director Stephen Layton - Non-Executive Director Legal Advisors (Australia) HFW Australia Company Secretary Level 39, Bourke Place Adrien Wing 600 Bourke Street Melbourne, Victoria 3000 Registered and Principal Office Level 2, 480 Collins Street Melbourne, Victoria 3000 Legal Advisors (Chile) Valdivieso, Gutierrez & Manriquez Phone: +61 3 96140600 Abagodas Fax: +61 3 9604 0550 Alcantara 200, Of 1202 Email: [email protected] Las Condes, Santiago Website: www.chaucerenergy.com.au Chile

Share Registry* Joint Lead Managers Automic Group Baker Young Limited Level 5, 126 Phillip Street +61 8 8236 8888 Sydney, New South Wales 2000 L6, 121 King William Street Phone (within Australia): (02) 8072 1400 Adelaide SA 5000 Phone (outside Australia): +61 (02) 9698 5414 Pulse Markets Pty Ltd +61 2 9191 0420 Auditor* BDO Audit Pty Ltd Governor Phillip Tower Tower 4, Level 18, Collins Square Suite 24.04 727 Collins Street 1 Farrer Place Melbourne, Victoria 3008 Sydney, NSW 2000

Investigating Accountant BDO Corporate Finance (East Coast) Pty Ltd Tower 4, Level 18, Collins Square 727 Collins Street Melbourne, Victoria 3008

*These entities are included for information purposes only. They have not been involved in the preparation of this Prospectus.

199 CHAUCER ENERGY LIMITED

18. DIRECTORS' RESPONSIBILITY STATEMENT AND CONSENT

The Directors state that they have made all reasonable enquiries and on that basis have reasonable grounds to believe that any statements made by the Directors in this Prospectus are not misleading or deceptive and that in respect to any other statements made in this Prospectus by persons other than Directors, the Directors have made reasonable enquiries and on that basis have reasonable grounds to believe that persons making the statement or statements were competent to make such statements, those persons (where required) have given their consent to the statements being included in this Prospectus in the form and context in which they are included and have not withdrawn that consent before lodgement of this Prospectus with the ASIC, or to the Directors' knowledge, before any issue of Shares pursuant to this Prospectus.

This Prospectus is issued by the Company and its issue has been authorised by a resolution of the Directors.

In accordance with section 720 of the Corporations Act, each Director has consented to the lodgement of this Prospectus with ASIC and has not withdrawn that consent.

This Prospectus is signed for and on behalf of the Company by:

Dated 29 October 2020

Dr Len Walker Managing Director

200 CHAUCER ENERGY LIMITED

19. GLOSSARY

$; A$; AUD or Dollar are references to Australian Director means an individual duly appointed as a currency unless otherwise stated. director of the Company.

Admission means admission of the Company to IEA 2018 means IEA (2018) Energy Policies the Official List, following completion of the Offer. Beyond IEA Countries – Chile 2018. All Rights Reserved. Allotment Date means the date, as determined by the Directors, on which the Shares offered under Ergo Exergy means Ergo Exergy Technologies this Prospectus are allotted, which is anticipated to Inc. be 9 December 2020. ESOP means the Company's Employee Security Applicant means a person who submits an Ownership Plan which is described in Section 16.2 Application Form. of this Prospectus.

Application means a valid application to subscribe EST means Eastern Standard Time, being the time for Shares. in Sydney.

Application Form means the application form Exploitation Mining Concession means a mining contained in this Prospectus or a direct derivative concession of the type described in paragraph 1.2.2 of the application form which is contained in this of Annex III of the Independent Legal Report Prospectus. contained in Section 12 of this Prospectus.

Application Monies means application monies for Exploration Mining Concession means a mining Shares under the Offer received and banked by concession of the type described in paragraph the Company. 1.2.1 of Annex III of the Independent Legal Report contained in Section 12 of this Prospectus. ASIC means Australian Securities and Investments Commission. FSU means Former Soviet Union.

ASX means ASX Limited ACN 008 624 691. GJ means gigajoule.

ASX Settlement Operating Rules means the Group has the meaning given to it in Section 3.3. ASX Settlement Operating Rules published by the ASX as updated and amended from time to time. Independent Geologist means Global Resources and Infrastructure Pty Ltd. Baker Young means Baker Young Limited. Independent Geologist's Report means the bcm means billion cubic metres. report contained in Section 11.

Board means the Board of Directors of the Independent Legal Report means the report Company. contained in Section 12.

CHESS means the Clearing House Electronic Independent Limited Assurance Report means Subregister System operated by ASX Settlement. the report contained in Section 10.

Closing Date means the closing date of the Offer, Investigating Accountant means BDO Corporate being 25 November 2020 (unless changed). Finance (East Coast) Pty Ltd.

Company means Chaucer Energy Limited. ISG means in-situ gasification, also referred to as underground coal gasification. Constitution means the constitution of the Company. ISG Power Project means a power plant fuelled by Syngas produced from an ISG facility. Corporations Act means the Corporations Act 2001 (Cth).

201 CHAUCER ENERGY LIMITED

Isla Riesco Project means the phased Original Prospectus means the Company's development of a commercial ISG facility on the prospectus dated 9 October 2020 and lodged with Exploration Mining Concessions identified as the ASIC on that date. Isla Riesco concessions in section 1 of the Independent Geologist's Report which is contained Pulse Markets means Pulse Markets Pty Ltd. in Section 11 of this Prospectus. Prospectus means this disclosure document Joint Lead Manager means each of Baker Young dated 29 October 2020. and Pulse Markets. Recommendations means the Corporate JORC means the 2012 Edition of the 'Australasian Governance Principles and Recommendations (4th Code for Reporting of Exploration Results, Mineral Edition) as published by ASX Corporate Resources and Ore Reserves'. Governance Council in February 2019.

Listing Rules means the Listing Rules of the ASX Rio Perez Project means the phased as updated and amended from time to time. development of a commercial ISG facility on the Exploration Mining Concessions identified as the Maullin Project means the phased development Rio Perez concessions in section 1 of the of a commercial ISG facility on the Exploration Independent Geologist's Report which is contained Mining Concessions identified as the Maullin in Section 11 of this Prospectus. concessions in section 1 of the Independent Geologist's Report which is contained in Section Section means a section in this Prospectus. 11 of this Prospectus. Share Registry means Automic Group. Maximum Subscription means the raising of $5,500,000 pursuant to the Offer. Share means an ordinary share in the capital of the Company. Minimum Subscription means the raising of $4,500,000 pursuant to the Offer. Shareholder means a holder of Shares in the Company. Mtoe means million tonnes of oil equivalent. Syngas means the gas produced by applying the MW means megawatt. ISG process to a deep coal deposit.

Offer means the offer to apply for Shares pursuant Technology Licence Agreement means the to this Prospectus. technology licence agreement entered into between the Company and Ergo Exergy Official List means the official list of the ASX. Technologies Inc that is described in Section 15.1.

Official Quotation means quotation of the Shares on the Official List.

Opening Date means the opening date of the Offer, being 30 October 2020 (unless changed).

202 APPLICATION FORM

APPLICATION FORM Your Application Form must be received by no later than: CHAUCER ENERGY LIMITED ACN 610 613 048 25 November 2020 (unless extended or closed earlier)

Application Options:

Option A: Apply Online and Pay Electronically (Recommended)

Apply online at: https://investor.automic.com.au/#/ipo/chaucerenergy ✓ 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 you’re 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 page 2 of the form.

Application payment (multiply box 1 by A$0.20 per 1. Number of Shares applied for Share) , , A$ , , .

Applications under the Public Offer must be for a minimum of 10,000 Shares (A$2,000) and then in increments of 2,500 Shares (A$500).

Applicant name(s) and postal address (Refer to Naming Standards overleaf) 2.

Post Code:

3. Contact details Telephone Number Contact Name (PLEASE PRINT) ( ) Email Address – By providing your email you will be kept informed on key updates relating to the Company

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 section 2 does not match exactly with your registration details held at CHESS, any Shares X issued as a result of your Application will be held on the Issuer