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Tempus Resources Ltd FORM 2B LISTING APPLICATION TEMPUS RESOURCES LTD The information herein is being used by Tempus Resources Ltd (ACN 625 645 338) ("Tempus" or the "Company") in connection with its initial application for listing on the TSX Venture Exchange. Tempus has applied to list its ordinary shares on the TSX Venture Exchange. December 3, 2020 No securities regulatory authority or the TSX Venture Exchange has expressed an opinion about the securities which are the subject of this application. TABLE OF CONTENTS Item 2 Glossary and Advisories 3 Item 3 Summary of the Listing Application 8 Item 4 Corporate Structure 11 Item 5 Description of the Business 12 Item 6 Financings 21 Item 7 Dividends & Other Distributions 22 Item 8 Management's Discussion and Analysis 22 Item 9 Disclosure of Outstanding Security Data on Fully Diluted Basis 23 Item 10 Description of Securities to be Listed 24 Item 11 Consolidated Capitalization 26 Item 12 Stock Option Plan 27 Item 13 Prior Sales 29 Item 14 Escrowed Securities & Securities Subject to Restriction on Transfer 31 Item 15 Principal Securityholders 31 Item 16 Directors & Executive Officers 31 Item 17 Executive Compensation 37 Item 18 Indebtedness of Directors and Executive Officers 45 Item 19 Audit Committees and Corporate Governance 45 Item 20 Agent, Sponsor or Advisor 53 Item 21 Risk Factors 53 Item 22 Promoters 57 Item 23 Legal Proceedings and Regulatory Actions 57 Item 24 Interests of Management and Others in Material Transactions 58 Item 25 Investor Relations Arrangements 58 Item 26 Auditors, Transfer Agents and Registrars 58 Item 27 Material Contracts 58 Item 28 Experts 59 Item 29 Other Material Facts 59 Item 30 Additional Information – Mining or Oil and Gas Applicants 60 Item 31 Exemptions 60 Item 32 Financial Statement Disclosure for Issuers 60 Item 33 Significant Acquisitions 60 Item 34 Certificates 61 APPENDIXES Appendix "A" Form 2B Personal Information Collection Policy Appendix "B" Management's Discussion and Analysis Addendum Appendix "C" Financial Statements of Tempus Appendix "D" Stock Option Plan Appendix "E" Technical Report Appendix "F" Audit Committee Charter Appendix "G" Board Mandate Page 2 of 69 Item 2 Glossary and Advisories Glossary Unless otherwise indicated or the context otherwise indicates, the following definitions are used in this Listing Application. In the event of a conflict between a term defined in this Glossary and a term defined in the Corporate Finance Manual of the TSXV, the TSXV will govern. affiliate means, with respect to any person, any other person who directly or indirectly controls, is controlled by, or is under direct or indirect common control with, such person, and includes any person in like relation to an affiliate. A person will be deemed to "control" another person if such person possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of such other person, whether through the ownership of voting securities, by contract or otherwise; and the term "controlled" will have a similar meaning. associate has the meaning given to such term in the Corporate Finance Manual of the TSXV. ASX ASX Limited ACN 008 624 691 or the Australian Securities Exchange, as appropriate. Australia Corporations Act Australia Corporations Act 2001 (Cth) as amended from time to time. Blackdome-Elizabeth Project Tempus' 100% beneficial and registered interest in the Blackdome- or the Project Elizabeth gold project in British Columbia, Canada. CEO chief executive officer. CFO chief financial officer. Claypan Dam Project Tempus' 90% beneficial and registered interest in the Claypan Dam project located in the Grawler Craston, South Australia, Australia. Consultant has the meaning ascribed thereto in the policies of the TSXV. Environmental Laws all applicable federal, provincial, state, local and foreign Laws, imposing liability or standards of conduct for, or relating to, the regulation of activities, materials, substances or wastes in connection with, or for, or to, the protection of human health, safety, the environment or natural resources (including ambient air, surface water, groundwater, wetlands, land surface or subsurface strata, wildlife, aquatic species and vegetation). Fiscal Year the 12 month period of Tempus ending on June 30 of each calendar year or such other date as Tempus may determine. Page 3 of 69 Governmental Entity means any: (a) multinational, federal, provincial, state, regional, municipal, local or other government, governmental or public department, central bank, court, tribunal, arbitral body, commission, board, bureau or agency, domestic or foreign; (b) subdivision, agent, commission, board or authority of any of the foregoing; (c) quasi-governmental or private body, including any tribunal, commission, regulatory agency or self-regulatory organization, exercising any regulatory, expropriation or taxing authority under or for the account of any of the foregoing; or (d) stock exchange, including the TSXV and the ASX. IFRS International Financial Reporting Standards as issued by the International Accounting Standards Board. Insider has the meaning ascribed thereto in the policies of the TSXV. Investor Relations Activities has the meaning given to it in TSXV Policy 1.1 – Interpretation. Law or Laws all laws (including common law), by-laws, statutes, rules, regulations, principles of law and equity, orders, rulings, ordinances, judgements, injunctions, determinations, awards, decrees or other requirements, whether domestic or foreign, and the terms and conditions of any grant of approval, permission, authority or licence of any Governmental Entity or self-regulatory authority (including the TSXV Corporate Finance Policies, if applicable, and the rules and policies of the ASX), and the term "applicable" with respect to such Laws and in a context that refers to one or more parties, means such Laws as are applicable to such party or its business, undertaking, property or securities and emanate from a person having jurisdiction over the party or parties or its or their business, undertaking, property or securities. Listing the listing of the Tempus Shares on the TSXV as contemplated by this Listing Application. Listing Rules means the listing rules applicable to the ASX. MD&A management's discussion and analysis. Mineral Creek Project Tempus' 100% beneficial and registered interest in the Mineral Creek gold project on Vancouver Island, British Columbia, Canada, which is comprised of 42 contiguous mineral claims totaling 9,877.29 hectares. Montejinni Project Tempus' 90% beneficial and registered interest in the Montejinni copper project located near Top Springs, in the Northern Territory, Australia. Named Executive Officers CEO, CFO and the three most highly compensated officers, other than the CEO or CFO. Page 4 of 69 New Option Plan the stock option plan of Tempus, attached hereto as Appendix "D". NI 43-101 National Instrument 43-101 – Standards of Disclosure for Mineral Projects. NI 52-110 National Instrument 52-110 – Audit Committees. NI 58-101 National Instrument 58-101 – Disclosure of Corporate Governance Practices. NSR net smelter return. Option Plan means the previous Tempus employee incentive option plan. Outstanding Securities at the time of any Tempus Share issuance or Tempus Option grant means, the aggregate number of Tempus Shares that are outstanding immediately prior to the issuance or grant in question on a non-diluted basis, or such other number as may be determined under the applicable rules and regulations of all regulatory authorities to which the Company may be subject, including the TSXV, ASX or such other stock exchange as the Tempus Shares may be listed for trading. Person a company or individual. Qualified Person has the meaning ascribed to such term in NI 43-101. Security Based means (i) stock option plans for the benefit of employees, Insiders, Compensation Consultants or any one of such groups; (ii) individual stock options Arrangements granted to employees, Consultants or Insiders if not granted pursuant to a plan previously approved by the Company's shareholders; (iii) stock purchase plans where the Company provides financial assistance or where the Company matches the whole or a portion of the securities being purchased; (iv) stock appreciation rights involving issuances by the Company of securities from treasury; (v) any other compensation or incentive mechanism involving the issuance or potential issuances of securities of the Company; and (vi) security purchases from treasury by an employee, Insider or Consultant which is financially assisted by the Company by any means whatsoever. SEDAR System for Electronic Analysis and Retrieval. Sponsor has the meaning given to such term in the Corporate Finance Manual of the TSXV. Subsidiary means a specified body corporate in which another body corporate and/or its affiliates hold, either directly or indirectly, more than 50% of the outstanding shares in the first mentioned specified body corporate, and as a result of that holding, is or are entitled to elect at least a majority in number of the board of directors thereof (whether or not shares of any other class or classes will or might be entitled to vote upon the happening of any event or contingency) and the first mentioned specified body corporate will include any body corporate, partnership, joint venture or other entity over which such other body corporate exercises direction or control or which is in a like relation to a Page 5 of 69 Subsidiary. Technical Report the NI 43-101 technical
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