Bradda Head Holdings Limited and Beaumont Cornish Limited

02_261407 Bradda Head_pp01_pp17.qxp 08/07/2021 21:33 Page 1

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this document or as to what action you should take, you should seek your own personal advice immediately from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser who specialises in advising on the acquisition of shares and other securities and is authorised under FSMA if you are resident in the UK, or, if you are not resident in the UK, from another authorised independent adviser. This document does not comprise a prospectus within the meaning of section 85 of FSMA and does not constitute an offer of transferable securities to the public in the United Kingdom within the meaning of section 102B of FSMA, and has not been approved or examined by and will not be filed with the FCA or the London Stock Exchange, but comprises an admission document in relation to AIM. It has been drawn up in accordance with the AIM Rules for Companies and has been issued in connection with the proposed admission to trading on AIM of the Enlarged Share Capital. The Company and its Directors whose names appear on page 6 of this document, accept responsibility, collectively and individually, for the information contained in this document and for compliance with the AIM Rules for Companies. To the best of the knowledge and belief of the Company and the Directors, who have taken all reasonable care to ensure that such is the case, the information contained in this document is in accordance with the facts and does not omit anything likely to affect the import of such information. To the extent that information has been sourced from a third party, this information has been accurately reproduced and, as far as the Directors are aware and are able to ascertain from information published by the third party, no facts have been omitted which may render the reproduced information inaccurate or misleading. In connection with this document, no person is authorised to give any information or make any representation other than as set out in this document. Application will be made for Admission and it is expected that Admission will become effective and dealings in the Enlarged Share Capital will commence on AIM on 19 July 2021. AIM is a market designed primarily for emerging or smaller companies to which a higher investment risk tends to be attached than to larger or more established companies. AIM securities are not admitted to the Official List of the FCA. A prospective investor should be aware of the risks of investing in such companies and should make the decision to invest only after careful consideration and, if appropriate, consultation with an independent financial adviser. Each AIM company is required pursuant to the AIM Rules for Companies to have a nominated adviser. The nominated adviser is required to make a declaration to the London Stock Exchange on admission in the form set out in Schedule Two to the AIM Rules for Nominated Advisers. The London Stock Exchange has not itself examined or approved the contents of this document. BRADDA HEAD HOLDINGS LIMITED Incorporated and registered in the British Virgin Islands with registered number 1553975

PROPOSED PLACING OF 112,727,273 NEW SHARES AT 5.5 PENCE PER SHARE AND ADMISSION OF THE ENLARGED SHARE CAPITAL TO TRADING ON AIM Nominated Adviser Joint Brokers Beaumont Cornish Limited Peterhouse Capital Limited Shard Capital Partners LLP

! Authorised and regulated by the Financial Conduct Authority Authorised and regulated by the Financial Conduct Authority

Beaumont Cornish is the Company’s nominated adviser and is authorised and regulated by the FCA. Beaumont Cornish’s responsibilities as the Company’s nominated adviser, including a responsibility to advise and guide the Company on its responsibilities under the AIM Rules for Companies and AIM Rules for Nominated Advisers, are owed solely to the London Stock Exchange. Beaumont Cornish is not acting for and will not be responsible to any other persons for providing protections afforded to customers of Beaumont Cornish nor for advising them in relation to the proposed arrangements described in this document or the proposed admission of the Enlarged Share Capital to trading on AIM. Peterhouse Capital and Shard Capital are the Company’s Brokers and are authorised and regulated by the FCA. Peterhouse Capital and Shard Capital are acting for the Company and no one else in connection with the proposed arrangements described in the document. Peterhouse Capital and Shard Capital will not regard any other person as their customer nor be responsible to any other person for providing protections afforded to the customers of Peterhouse Capital and Shard Capital nor for providing advice to any other person in connection with the arrangements described in this document or the proposed admission of the Enlarged Share Capital to trading on AIM. No representation or warranty, express or implied, is made by Beaumont Cornish, Peterhouse Capital or Shard Capital as to the contents of this document and no liability is accepted by Beaumont Cornish, Peterhouse Capital or Shard Capital for the accuracy or opinions contained in, or for the omission of any material information from, this document, for which the Company and the Directors are solely responsible. The information contained in this document is not intended to inform or be relied upon by any subsequent purchasers of any Shares (whether on or off exchange) and accordingly no duty of care is accepted by Beaumont Cornish, Peterhouse Capital or Shard Capital in relation to them. No person has been authorised to give any information or make any representations other than those contained in this document and, if given or made, such information or representations must not be relied upon as having been so authorised. The delivery of this document will not, under any circumstances, be deemed to create any implication that there has been no change in the affairs of the Company since the date of this document or that the information in this document is correct at any time subsequent to its date. Nothing in this document shall be effective to limit or exclude any liability for fraud or which, by law or regulation, cannot otherwise be so limited or excluded. The Placing is conditional, inter alia, on Admission taking place by 8.00 a.m. on 31 July 2021 (or such later date as the Company, Beaumont Cornish, Peterhouse Capital and Shard Capital may agree, being not later than 31 August 2021). The Placing Shares will, 02_261407 Bradda Head_pp01_pp17.qxp 08/07/2021 21:33 Page 2

upon Admission, rank pari passu in all respects and will rank in full for all dividends and other distributions declared paid or made in respect of the Shares after Admission. It is emphasised that no application is being made for the Shares to be admitted to the Official List or to any other recognized investment exchange. No legal, business, tax or other advice is provided in this document. Prospective investors should consult their professional advisers as needed on the potential consequences of subscribing for, purchasing, holding or selling Shares under the laws of their country and/or state of citizenship, domicile or residence.

OVERSEAS SHAREHOLDERS This document does not constitute an offer to sell, or a solicitation to buy, Shares in any jurisdiction in which such offer or solicitation is unlawful. In particular, this document is not, subject to certain exceptions, for distribution in or into the United States of America, Canada, Australia, the Republic of South Africa or Japan. The Shares have not been nor will be registered under the United States Securities Act of 1933, as amended (the “US Securities Act”), nor under the securities legislation of any state of the United States or any province or territory of Canada, Australia, the Republic of South Africa, Japan, or in any country, territory or possession where to do so may contravene local securities laws or regulations. Accordingly, the Shares may not, subject to certain exceptions, be offered or sold directly or indirectly in or into the United States of America, Canada, Australia, the Republic of South Africa, Japan or to any national, citizen or resident of the United States of America, Canada, Australia, the Republic of South Africa or Japan. The distribution of this document in certain jurisdictions may be restricted by law. No action has been taken by the Company or by Beaumont Cornish or Shard Capital that would permit a public offer of Shares or possession or distribution of this document where action for that purpose is required. Persons into whose possession this document comes should inform themselves about, and observe, any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. Holding Shares may have implications for overseas shareholders under the laws of the relevant overseas jurisdictions. Overseas shareholders should inform themselves about, and observe, any applicable legal requirements. It is the responsibility of each overseas shareholder to satisfy himself as to the full observance of the laws of the relevant jurisdiction in connection therewith, including the obtaining of any governmental, exchange control or other consents which may be required, or the compliance with other necessary formalities which are required to be observed and the payment of any issue, transfer or other taxes due in such jurisdiction.

SHAREHOLDERS IN THE UNITED STATES The Shares have not been, nor will they be, registered under the US Securities Act and may not be offered, sold or delivered in, into or from the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act. Subject to certain exemptions, this document does not constitute an offer of Shares to any person with a registered address, or who is resident in, the United States. There will be no public offer in the United States. Outside of the United States, the Placing Shares are being offered in “offshore transactions” in reliance on Regulation S under the US Securities Act. The Shares have not been approved or disapproved by the US Securities and Exchange Commission, or any other securities commission or regulatory authority of the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of the Placing Shares nor have they approved this document or confirmed the accuracy or adequacy of the information contained in this document. Any representation to the contrary is a criminal offence in the US.

FORWARD-LOOKING STATEMENTS Certain statements in this document are forward-looking statements. These forward-looking statements are not based on historical facts but rather on the Directors’ expectations regarding the Group’s future growth, results of operations, performance, future capital and other expenditures (including the amount, nature and sources of funding thereof), competitive advantages, planned exploration and development activity and the results of such activity, business prospects and opportunities. Such forward-looking statements reflect the Directors’ current beliefs and assumptions and are based on information currently available to management. Forward-looking statements involve significant known and unknown risks and uncertainties. A number of factors could cause actual results to differ materially from the results discussed in the forward-looking statements including risks associated with vulnerability to general economic and business conditions, competition, environmental and other regulatory changes, the results of exploration and development drilling and related activities, actions by governmental authorities, the availability of capital markets, reliance on key personnel, uninsured and underinsured losses and other factors, many of which are beyond the control of the Company. These forward-looking statements are subject to, inter alia, the risk factors described in Part II of this document. Although the forward-looking statements contained in this document are based upon what the Directors believe to be reasonable assumptions, the Company cannot assure investors that actual results will be consistent with these forward-looking statements.

SOURCES Various market data and forecasts used in this document have been obtained from independent industry sources. Neither the Company nor Beaumont Cornish, Peterhouse Capital nor Shard Capital has verified the data, statistics or information obtained from these sources nor can give any guarantee of the accuracy or completeness of the data. Forecasts and other forward-looking information obtained from these sources are subject to the same qualifications, risks and uncertainties as above. Various figures and percentages in tables in this document have been rounded and accordingly may not total. Certain financial data has also been rounded. As a result of this rounding, the totals of data presented in this document may vary slightly form the actual arithmetical totals of such data. All times referred to in this document are, unless otherwise stated, references to London, England time. Currency presentation in this document, references to “sterling”, “£”, “pence” and “p” are to the lawful currency of the United Kingdom, references to “€” and “euros” are to the lawful currency of certain of the countries within the EU and references to “$” are references to the lawful currency of the United States. Unless otherwise indicated, the financial information contained in this document has been expressed in sterling. The Group presents its financial statements in sterling.

2 02_261407 Bradda Head_pp01_pp17.qxp 08/07/2021 21:33 Page 3

CONTENTS

Page KEY STATISTICS 4

EXPECTED TIMETABLE OF PRINCIPAL EVENTS 5

DIRECTORS, SECRETARY AND ADVISERS 6

DEFINITIONS 8

GLOSSARY OF TECHNICAL TERMS AND MEASUREMENTS 14

KEY INFORMATION 17

PART I - INFORMATION ON THE GROUP 18

PART II - RISK FACTORS 50

PART III – APPLICABLE REGULATORY FRAMEWORKS 61

PART IV - COMPETENT PERSON’S REPORT 64

PART V

SECTION A - ACCOUNTANT’S REPORT ON THE HISTORICAL 191 FINANCIAL INFORMATION ON THE COMPANY

SECTION B - HISTORICAL FINANCIAL INFORMATION ON THE COMPANY 193

PART VI - UNAUDITED PRO FORMA STATEMENT OF NET ASSETS OF THE GROUP 221

PART VII - ADDITIONAL INFORMATION 223

3 02_261407 Bradda Head_pp01_pp17.qxp 08/07/2021 21:33 Page 4

KEY STATISTICS

Issue Price per Placing Share 5.5 pence

Number of Shares in issue prior to the Placing 151,518,475

Number of Placing Shares to be issued 112,727,273

Number of CLN Shares to be issued 7,584,753

Number of Zenith Shares to be issued 21,231,534

Number of Shares in issue on Admission following the Placing and issue of 293,062,035 CLN Shares and Zenith Shares

Percentage of the Enlarged Share Capital constituted by the Placing Shares 38.5 per cent.

Number of Shares under warrant or option following Admission 23,679,005

Number of Shares on a fully diluted basis at Admission 316,741,040

Percentage of fully diluted Shares under warrant or option following Admission 7.5 per cent.

Gross proceeds of the Placing £6.2 million

Estimated cash proceeds of the Placing receivable by the Company £5.4 million (net of expenses)

Market capitalisation of the Company on Admission at the Issue Price £16.1 million

AIM symbol BHL

ISIN for Shares VGG154091083

SEDOL BG0L6F1

Legal Entity Identifier (LEI) 213800T879QQXKR2WN54

Website address www.braddaheadltd.com

* All references to USD and/or GBP are based on the Exchange Rate

4 02_261407 Bradda Head_pp01_pp17.qxp 08/07/2021 21:33 Page 5

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

2021 Publication of this document 8 July

Admission becomes effective and dealings in the Enlarged Share Capital expected to commence on AIM 19 July

CREST accounts expected to be credited 19 July

Dispatch of definitive share certificates by 26 July

Note: All references to times in this timetable are to London times. The times and dates may be subject to change.

5 02_261407 Bradda Head_pp01_pp17.qxp 08/07/2021 21:33 Page 6

DIRECTORS, SECRETARY AND ADVISERS

Directors John (Ian) Stalker, Non-Executive Chairman Charles Edward Millett FitzRoy, Chief Executive Officer Denham Hervey Newall Eke, Finance Director & Company Secretary James (Jim) Mellon, Non-Executive Director Michael (Alex) Alexander Borrelli, Independent Non-Executive Director Euan William Jenkins, Independent Non-Executive Director

Registered Office Craigmuir Chambers Road Town Tortola VG1110 British Virgin Islands

Principal Office Address Viking House Nelson Street Douglas Isle of Man IM1 2AH

website www.braddaheadltd.com

Nominated Adviser Beaumont Cornish Limited Building 3 566 Chiswick High Road London W4 5YA

Joint Broker Peterhouse Capital Limited 80 Cheapside London EC2V 6EE

Joint Broker Shard Capital Partners LLP 23rd Floor, 20 Fenchurch St London EC3M 3BY

Competent Person SRK Consulting (UK) Limited Churchill House 17 Churchill Way Cardiff CF10 2HH Wales

6 02_261407 Bradda Head_pp01_pp17.qxp 08/07/2021 21:33 Page 7

Solicitors to the Company As to English Law As to BVI Law Hill Dickinson LLP Harney Westwood & Riegels LLP The Broadgate Tower 4th Floor 20 Primrose Street South Quay Building London 77 Marsh Wall EC2A 2EW London E14 9SH

As to the Federal laws of the As to the laws of the state of US and the laws of the Pennsylvania states of Arizona and Nevada Sean Cassidy Associates, P.C. Fennemore Craig, P.C 519 East Main Street 2394 East Camelback Road Pittsburgh Suite 600 PA 15106 Phoenix Arizona 85016-3429 USA

Solicitors to the Nominated Druces LLP Adviser and Joint Brokers Salisbury House London Wall London EC2M 5PS

Reporting Accountant and KPMG Audit LLC Auditor Heritage Court 41 Athol Street Douglas Isle of Man IM99 1HN

Registrar Computershare Investor Services (BVI) Limited Woodbourne Hall PO Box 3162 Road Town Tortola British Virgin Islands

Depositary Computershare Investor Services Plc The Pavilions Bridgwater Road Bristol BS13 8AE

Custodian at Admission Computershare Investor Services Plc The Pavilions Bridgwater Road Bristol BS13 8AE

7 02_261407 Bradda Head_pp01_pp17.qxp 08/07/2021 21:33 Page 8

DEFINITIONS

The following definitions apply throughout this document unless the context otherwise requires:

“Acquisition” the acquisition by the Company of 100 per cent. of the issued share capital of Bradda Head Limited, pursuant to the terms of the Acquisition Agreement;

“Acquisition Agreement” the acquisition agreement dated 4 January 2018 between (1) the Company, (2) Bradda Head Limited, and (3) the Vendors in relation to the purchase by the Company of 100 per cent. of the issued shares of Bradda Head Limited, further details of which are set out in paragraph 10.11 of Part VII of this document;

“Act” the United Kingdom Companies Act 2006, as amended;

“Admission” the admission of the Enlarged Share Capital to trading on AIM becoming effective in accordance with the AIM Rules for Companies;

“AIM” the market of that name operated by the London Stock Exchange;

“AIM Rules” the AIM Rules for Companies and the AIM Rules for Nominated Advisers;

“AIM Rules for Companies” the rules which set out the obligations and responsibilities in relation to companies whose shares are admitted to AIM as published by the London Stock Exchange from time to time;

“AIM Rules for Nominated the rules which set out the eligibility, obligations and certain Advisers” disciplinary matters in relation to nominated advisers as published by the London Stock Exchange from time to time;

“Beaumont Cornish” Beaumont Cornish Limited, the Company’s nominated adviser;

“Articles” the articles of association of the Company for the time being;

“ASX” means the Australian Stock Exchange;

“Big Sandy Formation” means the lacustrine formation of Pliocene age in the valley of the Big Sandy River of Western Arizona;

“Big Sandy Inc.” means Big Sandy Inc. a company incorporated in Arizona with entity ID 20859953;

“BLM” means the US Bureau of Land Management;

“BLM Land” means the public land managed by the BLM in the United States;

“Board” or “Directors” the current directors of the Company, whose names are set out on page 6 of this document;

“Bradda Head Limited” or “BHL” Bradda Head Limited, a company incorporated in the British Virgin Islands with company number 1913859, which is wholly owned by the Company;

“Burro Creek East” or means the lithium clay project located on the east side of Burro “Burro Creek East Project” Creek near Kingman, Arizona;

8 02_261407 Bradda Head_pp01_pp17.qxp 08/07/2021 21:33 Page 9

“Burro Creek East Lease” means Mineral Lease No 11-86283 granted by the Arizona State Land Department to Cheto granted on 1st April 2006, with a term of 20 years, expiring on 31 March 2026 over 360 acres of land owned by the State of Arizona to the east of Burro Creek in Mohave and Yavapai Counties;

“Burro Creek Project(s)” means the Burro Creek East Project and the Burro Creek West Project;

“Burro Creek West” or “Burro means the lithium clay projects located on the west side of Burro Creek West Project” Creek near Kingman, Arizona, consisting of the Cheto BC West Claims and the Zenolith BC West Claims;

“BVI” the British Virgin Islands;

“BVIBC” a company registered as a BVI business company under the BVI Companies Act;

“BVI Companies Act” the BVI Business Companies Act 2004, as amended from time to time;

“BVI ES” the Economic Substance (Companies and Limited Partnerships) Act, 2018

“Certificated” or a share or other security recorded on the relevant register of the “in Certificated Form” relevant company as being held in certificated form and title to which may be transferred by means of a stock transfer form;

“Cheto” means Cheto Partners, LLC;

“Cheto BC West Claims” means the twelve unpatented Placer Claims owned by Cheto in respect of certain Federal land in Mohave County;

“Cheto Option” means the option agreement dated 24 October 2016 between St Cloud, Cheto, and Zenolith granting Zenolith rights in respect of the Burro Creek East Lease and the Cheto BC West Claims (as further detailed in paragraph 10.16 of Part VII of this document);

“CLN Notes” those convertible loan notes, remaining outstanding as at Admission, issued by the Company pursuant to the convertible loan note instruments adopted by the Company prior to the date of Admission (further details of which are set out at paragraph 10.20 of Part VII of this document);

“CLN Shares” in aggregate 7,584,753 new Shares to be issued to Galloway Limited at a conversion price equal to the Issue Price;

“Company” or Bradda Head Holdings Limited, a company incorporated and “Bradda Head Holdings” registered in the BVI with registration number 1553975;

“Competent Person’s Report” or means the independent technical report prepared by SRK for the “CPR” Company in relation to the Projects as set out in Part IV of this document;

“CREST” the computerized settlement system to facilitate the transfer of title of shares in uncertificated form operated by Euroclear UK & Ireland Limited;

“CREST Regulations” the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755), as amended;

9 02_261407 Bradda Head_pp01_pp17.qxp 08/07/2021 21:33 Page 10

“Custodian” Computershare Investor Services PLC of The Pavilions, Bridgwater Road, Bristol BS13 8AE;

“Depositary” Computershare Investor Services PLC of The Pavilions, Bridgwater Road, Bristol BS13 8AE;

“Depositary Interests” or “DIs” the interests representing Shares issued through the Depositary, further information on which is contained in Part I and Part VII of this document;

“Disclosure and the rules and regulations made by the Financial Conduct Authority Transparency Rules” in its capacity as the UKLA under Part VI of FSMA, as amended, and contained in the UKLA publication of the same name;

“Disposal” means the disposal by the Company of the Hinoba-an copper project on 5 October 2015 (following which the Company became an investment company under the AIM Rules);

“Earaheedy” means Earaheedy Minerals Pty LTD, a wholly owned subsidiary of Zenith Minerals, an Australian Proprietary Company with registered office in West Perth WA 6005 and Australian Corporation Number 163 236 744;

“Enlarged Share Capital” the share capital of the Company upon Admission, comprising the Existing Share Capital, the CLN Shares, the Zenith Shares and the Placing Shares, comprising a total of 293,062,035 Shares;

“Exchange Rate” the USD:GBP exchange rate of 1.4: 1;

“Existing Shares” shares of nil par value each, in issue as at the date of this document;

“Existing Share Capital” the ordinary share capital of the Company at the date of this document, comprising 151,518,475 Existing Shares;

“Federal Claims” claims granted or valid or otherwise subject to the Federal law of the United States of America;

“Federal” the national law covering all individual States within the United States;

“Financial Conduct Authority” or the United Kingdom Financial Conduct Authority; “FCA”

“FSMA” the Financial Services and Markets Act 2000 of the United Kingdom, as amended;

“Gray Wash” means the Company’s indirectly wholly owned subsidiary Gray Wash LLC a limited liability company, formed in the State of Delaware with file number 7325151;

“Group” means together the Company and the Subsidiaries;

“Hawkstone Mining” or means Hawkstone Mining Limited a public company incorporated “Hawkstone” in Australia with Australian Corporation Number 008720223 whose share capital is admitted to trading on the ASX;

“IFRS” International Financial Reporting Standards as adopted by the European Union;

“ISIN” international security identification number;

10 02_261407 Bradda Head_pp01_pp17.qxp 08/07/2021 21:33 Page 11

“Issue Price” 5.5 pence per Share, being the price at which the Placing Shares and the CLN Shares are to be issued;

“JV and Farm-in Agreement” means the joint venture and farm-in agreement between Bradda Head Limited and Zenith Minerals dated 28 February 2017 terminated by the JV Termination Deed), further details of which are set out at paragraph 10.12 of Part VII of this document;

“JV Termination Deed” means the deed of termination dated 11 January 2021 between Bradda Head Limited, the Company, Zenith Minerals, Earaheedy and Zenolith pursuant to which the JV and Farm-in Agreement was terminated

“Locked-in Persons” means the Directors, Senior Management, Galloway Limited, Zenith Minerals, Anthony Baillieu and Jason Macdonald, and their respective Connected Persons;

“Lock Shares” a total of 142,159,853 Shares held by the Lock-in Persons on Admission, excluding in the case of Anthony Baillieu 277,273 Shares subscribed under the Placing;

“Lode Claims” as defined in the Glossary of Technical Terms and Measurements on page 14 of this document;

“London Stock Exchange” London Stock Exchange plc;

“Market Abuse Regulations” Regulation (EU) No 596 (2014 of the European Parliament and of the Council on market abuse);

“NEPA” the US National Environmental Policy Act of 1969;

“Net Proceeds” approximately £5.4 million, being the estimated proceeds of the Placing after the deduction of expenses;

“Official List” the list maintained by the FCA in accordance with section 74(1) of FSMA for the purposes of Part VI of FSMA;

“Options” options to subscribe for Shares, further details of which are set out in paragraph 9 of Part VII of this document;

“Overlapping Claims” means the Lode Claims wholly or partially over the Overlapping Properties;

“Overlapping Properties” means the land area covered by unpatented Lode Claims made in respect of BLM Land by Verde Grande;

“Panel” the Panel on Takeovers and Mergers;

“Pennsylvania Brine Project” means the project to lease land with a view to extracting lithium from water in hydrocarbon reservoirs located on or close to that land in certain parts of Pennsylvania;

“Peterhouse Capital” or Peterhouse Capital Limited, the Company’s broker “Broker” or “Joint Broker(s)”

“Placees” investors to whom new Shares are to be issued pursuant to the Placing;

“Placer Claims” as defined in the Glossary of Technical Terms and Measurements on page 14 of this document;

11 02_261407 Bradda Head_pp01_pp17.qxp 08/07/2021 21:33 Page 12

“Placing” together (i) the conditional placing by Beaumont Cornish and the Placing Agents on behalf of the Company of the Placing Shares at the Issue Price pursuant to the Placing Agreement, and (ii) subscriptions for new Shares directly by investors directly with the Company subject to Admission;

“Placing Agents” together Peterhouse Capital and Shard Capital;

“Placing Agreement” the conditional agreement dated 8 July 2021 between (1) the Company, (2) the Directors, (4) the Placing Agreement, and (5) Beaumont Cornish relating to the Placing, details of which are set out at paragraph 10.5 of Part VII of this document;

“Placing Shares” 112,727,273 new Shares to be issued to the Placees pursuant to the Placing;

“Projects” together the Zenolith Properties and the Overlapping Properties; ;

“QCA Code” the QCA Corporate Governance Code as published by the Quoted Companies Alliance in 2018;

“San Domingo Project” means the lithium pegmatite project being conducted by the Group in Arizona including seventy three unpatented Lode Claims and two Arizona State Mineral Exploration Permits;

“Senior Management” means Mr Jim Guilinger (Chief Operating Officer) and Mr Piotr Schabik (Chief Financial Officer);

“Shard Capital” or “Broker” or Shard Capital Partners LLP, the Company’s joint broker; “Joint Broker”

“Shareholders” the persons who are registered as holders of the Shares;

“Shares” shares of no par value in the issued share capital of the Company from time to time;

“Spencer Project” means the Group’s brine project located in Lander County, Nevada;

“SRK” or the means SRK Consulting (UK) Limited, a company incorporated in “Competent Person” England with company number 01575403, the independent technical experts commissioned by the Company to complete the CPR;

“St Cloud” St Cloud Mining Inc;

“Sterling” or “£” the legal currency of the UK;

“Subsidiaries” means each of Bradda Head Limited, Zenolith, Gray Wash and Verde Grande;

“Takeover Code” the City Code on Takeovers and Mergers;

“Tesla” means Tesla Motors, Inc;

“UK” or “United Kingdom” the United Kingdom of Great Britain and Northern Ireland;

“Uncertificated” or a share or other security recorded on the relevant register of the “in Uncertificated Form” relevant company concerned as being held in uncertificated form in CREST and title to which, by virtue of the CREST Regulations, may be transferred by means of CREST;

12 02_261407 Bradda Head_pp01_pp17.qxp 08/07/2021 21:33 Page 13

“US” or “United States” the United States of America, its territories and possessions, any states of the United States of America and the District of Columbia and all other areas subject to its jurisdiction;

“US$” or “USD” the legal currency of the United States;

“VAT” value added tax;

“Vendors” the shareholders of Bradda Head Limited who sold their shares pursuant to the Acquisition Agreement;

“Verde Grande” means the Company’s indirectly wholly owned subsidiary Verde Grande LLC, a limited liability company validly formed under Delaware law with file number 7283086;

“Wikieup Project” means the lithium clay project located near the town of Wikieup in Arizona in respect of the Big Sandy Formation comprising the Zenolith Wikieup Claims and the Overlapping Claims held by Verde Grande;

“Wikieup Project Area” means the area related to the Wikieup Project;

“Wilson Flats Project” means the Group’s brine Wilson Salt Flats project located in Nye County, Nevada;

“Wilson Flats Project Area” means the area related to the Wilson Flats Project;

“Work Programme” means the work programme of the Group, as more particularly set out at paragraph 6 of Part I of this document, and as set out at paragraph 6 of the CPR;

“Zenith” or “Zenith Minerals” Zenith Minerals Ltd., a company incorporated in Australia with company number 119 397 938;

“Zenith Shares” 21,231,534 new Shares to be issued to Zenith pursuant to the JV Termination Deed;

“Zenolith” means Zenolith (USA) LLC, a limited liability company validly formed under Delaware law with file number 5966865 and wholly owned by the Company;

“Zenolith BC West Claims” means the 65 unpatented Placer Claims by Zenolith over Federal land in Mohave County Arizona and 72 Lode Claims by Zenolith over Federal land in Mohave County Arizona, which largely overlap the same area as the Placer Claims;

“Zenolith Properties” means all interest in the Lode Claims and Placer Claims and associated permits, leases and agreements held by Zenolith (excluding disputed Overlapping Properties) as summarised at paragraph 3 of Part I of this document; and

“Zenolith Wikieup Claims” means the Lode Claims and Placer Claims of Zenolith (comprising the undisputed mining claims of the Group in relation to the Wikieup Project).

13 02_261407 Bradda Head_pp01_pp17.qxp 08/07/2021 21:33 Page 14

GLOSSARY OF TECHNICAL TERMS AND MEASUREMENTS

The following table provides an explanation of certain technical terms and abbreviations used in this document. The terms and their assigned meanings may not correspond to standard industry meanings or usage of these terms.

A glossary, abbreviations and units section is contained within the Competent Person’s Report on pages 64 to 190 of this document, which relates to certain terms used in the Competent Person’s Report.

“amblygonite” a mineral composed of lithium, sodium, aluminium, phosphate, fluoride and hydroxide.

“auger drilling” rotational drilling with a helical screw.

“brine” an aqueous solution containing elevated amounts of dissolved chemical salts.

“colluvial” deposits of rock debris accumulated through the action of gravity at the base of a cliff or slope.

“devonian” a period of the Paleozoic Era, approximately 405 to 345 million years ago.

“grade(s)” the relative proportion or the percentage of ore-mineral or metal content in a mineral deposit or mineralised fluid.

“GWh” gigawatt hours, a unit of electrical energy representing one billion watt hours.

“Inferred Mineral Resource” the part of a mineral deposit for which quantity and grade (or quality) are estimated on the basis of limited geological evidence and sampling. Geological evidence is sufficient to imply but not verify geological grade (or quality) continuity. It is based on exploration, sampling and testing information gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes. An Inferred Mineral Resource has a lower level of confidence that applying to an Indicated Mineral Resources and must not be converted to an Ore Reserve. It is reasonably expected that the majority of Inferred Mineral Resources could be upgraded to Indicated Mineral Resources with continued exploration.

“JORC Code” the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves, as published by the Joint Ore Reserves Committee of The Australasian Institute of Mining and Metallurgy, Australian Institute of Geoscientists and Minerals Council of Australia.

“K” Potassium.

“kt” kilo tonnes being equal to 1,000 tonnes.

“lacustrine” relating to or associated with lakes. Lacustrine deposits are sedimentary rock formations which formed in the bottom of ancient lakes.

“Li” Lithium.

“Li2O” or “Li2O” lithium oxide – a unit of grade commonly used for hard rock lithium deposits.

14 02_261407 Bradda Head_pp01_pp17.qxp 08/07/2021 21:33 Page 15

“lithified” sedimentary rock that has been compacted and hardened under pressure.

“lithium carbonate equivalent” or a method of expressing lithium content in terms of lithium carbonate “LCE” equivalent, which is a form of lithium that is commonly traded.

“Lode Claims” a type of Federal mining claim associated with deposits that include classic veins or lodes having well-defined boundaries.

“magnetotelluric” a type of electro-magnetic geophysical survey for determining differences in conductivity of geological formations hundreds of metres below the surface.

“MEP” or “MEP’s” Mineral Exploration Permit.

“metallurgical” pertaining to laboratory testwork, undertaken to determine the most appropriate process route for the economic recovery of valuable minerals/metals.

“mg/litre” milligrams per litre – a unit of grade commonly used for brine deposits.

“Mineral Resource” or a concentration or occurrence of solid or liquid material of economic “Mineral Resource Estimate” interest in or on the Earth’s crust in such form, grade (or quality), and quantity that there are reasonable prospects for eventual economic extraction. The location, quantity, grade (or quality), continuity and other geological characteristics of a Mineral Resource are known, estimated or interpreted from specific geological evidence and knowledge, including sampling. Mineral Resources are sub-divided, in order of increasing geological confidence, into Inferred, Indicated and Measured categories.

“Mt” Mega tonne, being equal to 1,000,000 tonnes

“oilfield-brine” in this context, a brine with a lithium component which is present in former or current hydrocarbon reservoirs.

“passive seismic” the detection of natural low frequency earth movements, usually with the purpose of discerning geological structure and locating underground resources at depth.

“patented” a patented mining claim is a mining claim where the Federal Government has passed its title to the claimant, making it privately owned land.

“pegmatite” a body of igneous rock characterised by large to giant crystal sizes; certain types of pegmatite may contain lithium minerals.

“Placer Claims” a type of Federal mining claim associated with all mineral deposits not subject to Lode Claims, including deposits of unconsolidated materials, such as sand and gravel, containing metallic gold or other minerals.

“Pliocene” a period of the Neogene Era, spanning the period from about 5.3 million to 2.6 million years ago.

“ppm” parts per million, commonly used to express grade in mineral and brine deposits (equivalent to one gram per tonne).

15 02_261407 Bradda Head_pp01_pp17.qxp 08/07/2021 21:33 Page 16

“Preliminary Feasibility Study” or a preliminary but comprehensive technical study of the feasibility of “PFS” starting and running a mineral extraction project which normally includes a range of options and financial analyses to access the economic viability of a mineral project that has advanced to a stage. Normally, the preferred mining method, in the case of underground mining, or the pit configuration, in the case of an open pit, is established and an effective method of mineral processing has been identified Modifying Factors any other relevant practical factors are determined in sufficient detail for a competent person, acting reasonably, to convert all or part of the Mineral Resource to an Ore Reserve at the time of reporting.

“reverse-circulation drilling” a method of drilling which uses an outer drill rod with an inner tube, which allows the drill cuttings from the bottom of the drillhole to be transported back to the surface in a continuous, steady flow without contacting the overlying rocks through which the drillhole passes.

“salar” a geological basin typically containing brines at depth or sometimes near surface in which case a surface crust of salt forms a salt pan

“spodumene” a type of pyroxene (a group of rock-forming silicate minerals) containing lithium with the chemical formula LiAl(Si2O6), commonly mined and concentrated by hard rock lithium producers.

“Tclay” a geological code used at the Burro Creek Project describing lithium- bearing clay-rich sediments.

“unpatented” an unpatented mining claim is a parcel of Federal land where an individual has asserted a right of possession, which is restricted to the extraction and development of a mineral deposit, but where no land ownership is conveyed.

“U.S. Bureau of Land the agency within the United States Department of the Interior Management” or “BLM” responsible for administering public lands.

CONVERSION FACTORS: LCE : Li 0.188 Li : LCE 5.323 Li : Li20 2.15 Li20 : LCE 2.473

16 02_261407 Bradda Head_pp01_pp17.qxp 08/07/2021 21:33 Page 17

KEY INFORMATION

The following is a summary of certain information appearing elsewhere in this document and should be read as an introduction to this document only. This summary is qualified in its entirety by, and should be read in conjunction with, the more detailed information and financial information appearing elsewhere in this document. Any decision to invest in the Shares should be based on consideration of this document as a whole. Prospective investors should consider the factors and risks attaching to an investment in the Shares and in particular the risk factors set out in Part II of this document.

1. The Company is focused on appraising and developing lithium mining projects within North America and currently has interests in a variety of projects in the United States. l The Directors view the Company’s chosen jurisdictions as being favourable to mining, due to their low political risk, low geological risk, access to infrastructure and clear access to market. l Recent increase in resource nationalism supports Company strategy of being located in North America.

2. The Board and Senior Management collectively have experience within the sector and are aiming to leverage the Group’s experienced technical and corporate teams to develop at least two significant lithium deposits to a point of exit within three to five years.

3. The Directors believe that trends in the market for lithium indicate that lithium will enjoy a continued positive price environment driven by demand from end users.

4. To date, since 2018 Bradda Head has raised approximately US$4 million for its current business with the Group’s most advanced projects being lithium clay projects located in Western and Central Arizona in the US: the Burro Creek East Project, the Burro Creek West Project and the Zenolith Wikieup Claims l The Group intends to continue to develop its three flagship projects in Arizona, whilst endeavouring to unlock value at its other prospective pegmatite and brine assets in Arizona and Nevada

5. The Burro Creek East Project in Western Arizona, has been the subject of a Mineral Resource Estimate prepared by SRK in accordance with the JORC Code. l SRK has reported an Inferred Mineral Resource according to the JORC Code Guidelines in the Burro Creek East area of 42.6 Mt of lithium bearing clays at an average grade of 818 ppm lithium for 185 Kt lithium carbonate equivalent (LCE) and at an average grade of 3.3 per cent. potassium for 1.4 Mt contained potassium using a cut-off grade of 300 ppm lithium. l The entire Burro Creek East Project also has additional exploration potential for extensions to the current model of between 20 and 60 Mt grading between 600 and 1,000 ppm Li containing 50,000 to 300,000 tonnes of lithium carbonate equivalent.

6. The Company is seeking Admission to AIM and has raised £6.2 million before expenses via the Placing, principally to fund a number of phased exploration work programs for the Group’s projects.

The attention of prospective investors is drawn to the information contained in the rest of this document and, in particular, to the risk factors set out in Part II.

17 03_261407 Bradda Head_pp18_pp25.qxp 08/07/2021 21:26 Page 18

PART I

INFORMATION ON THE GROUP

1 INTRODUCTION

Company overview The Company is focused on appraising and developing lithium mining projects within North America and currently has interests in a variety of projects in the United States. The Directors view the Company’s chosen jurisdictions as being favourable to mining, due to their relatively low political risk (Nevada is ranked #1 and Arizona is #2 on the Fraser Mining Index for investment attractiveness), low geological risk, access to infrastructure and clear access to market.

The Group’s more advanced projects are located in Western and Central Arizona in the US. One of these key projects, the Burro Creek East lithium project in Western Arizona, has been the subject of an Inferred Mineral Resource prepared by SRK in accordance with the JORC Code of 42.6 Mt of lithium bearing clays at an average grade of 818 ppm lithium for 185 Kt lithium carbonate equivalent (LCE) and at an average grade of 3.3 per cent. potassium for 1.4 Mt contained potassium using a cut-off grade of 300 ppm lithium. The entire interest in the Burro Creek East Project also has additional exploration potential for extensions containing 50,000 to 300,000 tonnes of lithium carbonate equivalent.

The Board and Senior Management have collective experience within the sector and are targeting development of at least two significant lithium deposits over a period of two to five years. The Group intends to continue to develop its three flagship projects in Arizona, whilst endeavouring to unlock value at its other prospective pegmatite and brine assets in Arizona, Nevada and Pennsylvania. The Group also intends to maintain a varied portfolio of clay, brine and pegmatite lithium projects, remaining alert for growth opportunities within the region.

The Directors believe that the market for lithium will continue to enjoy a positive price environment with analysts’ forecasts of $12,000/t for battery grade Lithium Carbonate by 2025. In June 2019, the US Department of Commerce released a report on critical minerals recommending measures to boost domestic supply to decrease reliance on the overseas imports. Indeed, under the Biden administration, clean energy production will be ramped up, with lithium considered to be a key resource. The Directors believe that this increased focus on domestic US supply when combined with the expected increases in demand for battery metals in the US and the relatively low levels of domestic supply presents a significant opportunity for the Group.

The Company is seeking Admission to AIM and has raised £6.2 million before expenses via the Placing, principally to fund a number of phased exploration work programs for the Group’s projects. Details of the proposed use of funds from the Placing are outlined in paragraph 11 of this Part I.

The Company’s asset base Lithium projects worldwide are either brine, pegmatite or clay based and the Group’s portfolio contains all of these type of projects. The Company has six lithium exploration projects in the exploration and mining friendly states of Arizona and Nevada, USA and one in Pennsylvania.

Further details regarding the Company’s lithium projects and licences are set out at paragraph 4 of this Part I of the document.

Strategy The Group’s strategy for the progression of its assets is to prioritise the development of the (two) Burro Creek Projects and the Zenolith Wikieup Claims, which the Directors view as being the most commercially advanced and prospective projects, as set out below. With the planned exploration programme (prepared by the Company in consultation with SRK and as summarised more fully at paragraph 6 of this Part I), the Directors believe that the two Burro Creek projects and the Zenolith Wikieup Claims have the potential to

18 03_261407 Bradda Head_pp18_pp25.qxp 08/07/2021 21:26 Page 19

emerge as lithium-clay deposits containing Mineral Resources with better understood metallurgy thereby creating significant value for Shareholders.

Over the next 18 months, the Company has budgeted a total programme of expenditure of approximately USD5.4 million which covers overheads, land holding fees, IPO costs and the following key exploration activities: l Burro Creek East: USD 270,000, for completing a 5 hole twinning program on select RC holes and additional 5 holes to test for extensions of mineralized areas; there is also budget to add to the metallurgical testwork and to update the Mineral Resource. In future, though not currently budgeted, a second phase of drilling may be conducted to bring Inferred Mineral Resources into the Indicated and Measured categories, and the necessary metallurgical testwork and associated tasks to complete a prefeasibility study may be completed. l Burro Creek West: USD 610,000 for a first phase of 10 drillholes which should allow a maiden Mineral Resource estimate and to conduct metallurgical testwork. l Wikieup Project Area: USD 1,600,000 for a first phase of 30 drillholes and a maiden Mineral Resource estimate, the budget also allows for conducting metallurgical testwork. l San Domingo Project: USD 60,000 for completing additional surface sampling, geophysics, mapping and a 3D model study for drillhole targeting. l Wilson Flats Project Area: USD 200,000 for completing a one drillhole program and associated metallurgical testwork on the brines for lithium extraction. l Spencer Project: USD 30,000 for completion of a geophysical survey to determine the size of a potential brine aquifer. l Pennsylvania Brine Project: USD 20,000 for completing technical work and a basin study.

(CPR, Executive Summary)

Further details of the Group’s assets can be found in the Competent Person’s Report at Part IV of this document.

Uses of and market for Lithium. As interest in Electric Vehicles (EVs) and the ESG thematic continues to build momentum, a key component of demand is emerging that is universal across all battery types, lithium. Regardless of the battery type, lithium is required for all electric vehicle battery chemistries in use. Demand for lithium is expected to increase by 42 times by 2040, in keeping world temperatures in line with the goals of the International Energy Agency (IEA)’s Sustainable Development Scenario.

The lithium market is forecast to be in deficit from late 2021 out towards 2024. Lithium pricing forecasts reflect a tighter market with rising prices from current average seaborne levels of ~$9,450-11,450/t (average spot price across battery grade carbonate and hydroxide products) to the $12-14,000/t level in 2023 before settling at a level in the range of $11-13,000/t for 2024/25.

Demand: After disappointing lithium consumption in 2018/19/1H20, from 2H20, EV sales have accelerated and have become more global rather than China-centric as was the case in the first lithium bull market of 2015-17. Lithium demand of over 1mt (million tonnes) Lithium Carbonate Equivalent (LCE) by 2025 is now forecast, tripling from 2020 levels (~300kt) and to 1.8mt by 2030.

While there is likely variability in the numbers and multiple assumptions are required (battery chemistry, size of vehicle, etc where analysts have used feedback built from conversations with industry participants), the key point to note is the tripling in size of the market to 2025 and further growth to 2030 which will place pressure on supply to continue to expand and become more efficient. Versus the 2015-17 lithium bull market, more evidence of real demand has been seen in 2021, OEM commitment, and industry acceptance that Li-ion is going to be a dominant technology to shift towards a more ESG-focused society.

19 03_261407 Bradda Head_pp18_pp25.qxp 08/07/2021 21:26 Page 20

Current supply chain analysis allows for the timing of the supply chain from mine-site to EV sales of c.3-6 months. For an average EV, estimated value is ~$420/vehicle of lithium used today and this could be ~$560/vehicle on the incentive price forecast. EVs are seen as the core source of growth to 2025, but also energy storage is forecast to become increasingly important; which is forecast to reach 6 per cent. of total LCE demand by 2025 (from ~2 per cent. today).

Supply: With pricing essentially tripling over the 2015-17 time frame, supply was added through new projects (namely Mt Cattlin, Mt Marion, Pilgangoora operations, Bald Hill) and expansion elsewhere (Greenbushes, Chilean projects). With a step change in supply, by 2018, inventory had built and pricing began to correct lower. The 2018- 2020 period eventually saw cost pressure on a number of producers and industry consolidation (particularly ALB’s purchase of 60 per cent. of Wodgina and Pilbara’s acquisition of Altura). While inventory still remains, industry sources suggest most spodumene is not sold between refiners and as demand for end markets accelerates this will increase the need for lithium. Estimated nameplate capacity vs current capacity is ~120-150kt LCE different but of note is that the majority of this is associated with Wodgina which will take time to produce a final lithium product even if decided to restart in the coming 12 months and Greenbushes is also likely to stay below capacity until Kemerton is delivered (commissioning due in 2021) and Kwinana is able to ramp up.

Overall, analysts assume latent capacity comes into the market over 3 years, new projects already committed come online with typical delays and brownfield expansions then occur. In total c.1.4mt of possible supply can be identified out to 2030 but there will be a number of risks to bring this online including permitting, financing and technical limits. Analysts expect beyond 2025 new supply will need to come from a wider range of sources e.g. more clay-based deposits, DLE (Direct Lithium Extraction) and recovery/efficiency rates of typical projects needs to improve or there will not be enough lithium to match the needs of consumers (even though there is an abundance of lithium in the ground, the complications come from location, technical know-how, permitting and funding).

20 03_261407 Bradda Head_pp18_pp25.qxp 08/07/2021 21:26 Page 21

Supply v Demand balance and pricing implications: While there are many moving parts, analysts expect the balance to tighten over 2021 and although difficult to predict the exact timing, forecasts suggest the market will go through another price spike at some point over 2022-24. Beyond 2026, enough investments today can not be identified to meet forecast demand.

While there are risks that underutilized supply comes back online faster or Chinese ingenuity surprises further to the upside, demand is forecast to outpace supply, soaking up the remaining inventory in the market and creating a tighter set of pricing, particularly from late 2021-2025 with 2023 a key deficit year. From 2015-17 pricing was related to incentive levels required, then following S>D 2018-1H20 pricing trended to the top of the cost curve; analysts see the incentive price again becoming the most relevant market price and an upward trend to $12,000/t on average over the next 5 years but note that in a small market (lithium is currently ~1.5 per cent. the size of the copper market for example), prices tend to overshoot in a stronger market and to allow for this, forecast pricing for various seaborne products to reach the $12-14,000/t level by 2023 before settling closer to the $11-13,000/t range by 2024/25. This compares to an average spot level of ~$9,450/t for seaborne lithium carbonate and ~$11,450/t for seaborne hydroxide as of 10 May 2021.

2 THE GROUP’S STRATEGY As set out above, the Group’s strategy is focused on developing its portfolio of lithium assets in North America and it expects to do as on the following basis:

21 03_261407 Bradda Head_pp18_pp25.qxp 08/07/2021 21:26 Page 22

3 GROUP STRUCTURE The following is a diagram of the Company’s Group structure as at the date of this document:

Notes In respect of the Burro Creek East Project, Zenolith owns 100 per cent. the option over the relevant Arizona State Lease but does not hold the Burro Creek East Lease or the Cheto BC West Claims itself. In respect of the Wikieup Project, Zenolith does not hold the Overlapping Claims which are held by Verde Grande. Verde Grande is a holding companies for the Overlapping Claims. Gray Wash has previously held overlapping Placer Claims for Wikieup but these have since been relinquished

22 03_261407 BraddaHead_pp18_pp25.qxp08/07/202121:26Page23

4 SUMMARY OF LICENCES The Lithium Assets comprise six projects located in the United States; all are at an early stage of exploration with the exception of Burro Creek East for which a Mineral Resource has been estimated.

The mineral assets are summarised in accordance with the AIM Note for Mining, Oil and Gas Companies below (CPR, Table 2 1):

08-120903 Zenolith 100% 2019 20 June 20 June 240 97 0.97 (USA) LLC 2019 2024

Burro Creek Exploration USA Arizona Mohave all BLM ZL 1 to ZL 46 AMC Zenolith 100% 2018 August in perpetuity 920 372 3.72 5.26 West locatable Placer 455068-455113 (USA) LLC 2020 (in 65 placer 23 minerals Claims claims)

CP-1 to AMC Cheto / St 100% 2018 August in perpetuity 240 97 0.97 6.02 CP12 455056-455067 Cloud 2020 (in 72 lode Mining** claims)

BH 1 to BH 7 AMC Zenolith 100% November August in perpetuity 140 57 0.57 note, lode 452898-452904 (USA) LLC 2018 2020 claims mostly BLM SM 1 to AMC Zenolith 100% 2019 August in perpetuity 1487 602 6.02 overlap Lode SM 72 453882-453953 (USA) LLC 2020 placer claims claims

03_261407 BraddaHead_pp18_pp25.qxp08/07/202121:26Page24

Bradda Date Licence Project Asset Licence Licence Head Originally Date Last Duration / Area Area Area Area Name Status Country State County Minerals Status Name Title Number Claim Holder Interest Granted Renewed Expiry (acres) (Ha) (km2) (km2)* Wikieup Exploration USA Arizona Mohave all BLM W series AMC Zenolith 100% November August in perpetuity 2,400 971 9.71 9.71 locatable Placer 452925-452936, (USA) LLC 2018 2020 (in 120 W minerals Claims 452938, 452940, series placer 453055-453056, claims) 453063-453064, 453069, 12.87 453131-453154, (in 154 X 453187-453189, series lode 453195-453196, claims which 453207, mostly 453261-453266, overlap W 453269-453270, series) 453272-453334 5.74 BLM X Series AMC Zenolith 100% 2019 August in perpetuity 3,400 1,376 12.87 (in 71 Z Lode 453954-454062 (USA) LLC 2020 series lode Claims 454067-454100 claims 454113-454123 overlapping Hawkstone Z Series AMC Verde 100% 2019 August in perpetuity 1,460 591 5.74 claims) 454124-454194 Grande 2020

24 LLC***

San Domingo Exploration USA Arizona Maricopa all BLM dr-1 AMC438482 Zenolith 100% Staked August in perpetuity 20 8 0.08 7.8 (in 68 locatable Lode (USA) LLC in 2016 2020 lode mining minerals Claims claims)****

dr-2 AMC438483 Zenolith 100% Staked August in perpetuity 20 8 0.08 (USA) LLC in 2016 2020

SD-1 to SD-4 AMC Zenolith 100% Staked August in perpetuity 80 32 0.32 438484-438487 (USA) LLC in 2016 2020

RP-1 to AMC Zenolith 100% Staked August in perpetuity 500 202 2.02 RP-25 438353-438377 (USA) LLC in 2016 2020

WP-1 to AMC Zenolith 100% Staked August in perpetuity 680 275 2.75 WP-34 438378-438411 (USA) LLC in 2016 2020

EJ-1 AMC438865 Zenolith 100% Staked August in perpetuity 20 8 0.08 (USA) LLC in 2016 2020

SLG-1 to AMC Zenolith 100% Staked August in perpetuity 60 24 0.24 SLG-3 438866-438868 (USA) LLC in 2016 2020

Arizona Section 16 08-118824 Zenolith 100% Staked May 21 July 2026 634 257 2.57 State MEP (USA) LLC in 2016 2021 MEP

03_261407 BraddaHead_pp18_pp25.qxp08/07/202121:26Page25

Spencer Exploration USA Nevada Lander all BLM SP1 to NMC1133837 to Zenolith 100% Staked August in perpetuity 2,920 1,182 11.8 11.8 locatable Placer SP146 NMC1133982 (USA) LLC in 2016 2020 minerals Claims

Pennsylvania Exploration USA Pennsyl- Lawrence Brine Brine Lance, 32-049402 Zenolith 100% Title work Current 31 Oct 2038 64.07 25.88 0.26 1.78***** Brine vania Minerals Mineral J & Megan E (USA) LLC Completed Leases Nimmo 31 Oct 2018 Lance, 32-133404 Zenolith 100% Title work Current 31 Oct 2038 35.48 14.33 0.14 J & Megan E (USA) LLC Completed Nimmo by 31 Oct 2018 Lance, 32-050300 Zenolith 100% Title work Current 31 Oct 2038 22.00 8.89 0.09 J & Megan E (USA) LLC Completed Nimmo by 31 Oct 2018 25 Bob, 32-094203 Zenolith 100% Title work Current 31 Oct 2038 48.60 19.63 0.20 Joan Nimmo (USA) LLC Completed by 31 Oct 2018 Bob, 32-094700 Zenolith 100% Title work Current 31 Oct 2038 2.62 1.06 0.01 Joan Nimmo (USA) LLC Completed by 31 Oct 2018 Bob, 32-094-600 Zenolith 100% Title work Current 31 Oct 2038 1.34 0.54 0.005 Joan Nimmo (USA) LLC Completed by 31 Oct 2018 Bob, 32-080400 Zenolith 100% Title work Current 31 Oct 2038 139.40 56.32 0.56 Joan Nimmo (USA) LLC Completed by 31 Oct 2018 Wayne Sines 32-115000 Zenolith 100% Title work Current 31 Oct 2038 75.94 30.68 0.31 JR (USA) LLC Completed by 31 Oct 2018 Butler Earl G, 330-4F137-A5B Zenolith 100% Title work Current 31 Oct 2038 58.74 23.73 0.24 Pamela M, (USA) LLC Completed Adam Thoma by 31 Oct 2018 * Zenolith has an option agreement in place to increase its holding to 100 per cent. upon the exercise of this option. Zenolith have exclusive rights over these claims. ** Zenolith has an option agreement in place to increase its holding to 100 per cent. upon the exercise of this option; these claims are on land managed by the U.S. Bureau of Land Management. Zenolith have exclusive rights over these claims. *** Verde Grande Lode Claims (all overlap Hawkstone Lode Claims **** Total area after accounting for 0.38 km2 of excised areas ***** Total area after accounting for 0.03 km2 affected by adverse conveyances

Source: CPR, Figure 21 04_261407 Bradda Head_pp26_pp49.qxp 08/07/2021 21:33 Page 26

5 INFORMATION ON THE ASSETS OF THE GROUP

Burro Creek East

Details of Cheto Option agreement On 24 October 2016 Zenolith entered into an option agreement with St. Cloud and Cheto in respect of the Burro Creek Projects (the “Cheto Option”). Cheto is the lessee of certain mineral rights granted by the State of Arizona in relation to the lithium clay projects located in Burro Creek East. Cheto and St. Cloud are parties to a lease dated 9 September 2010 whereby Cheto has granted leasehold mining rights to St. Cloud for a term of up to 30 years. To maintain the Cheto Option during its five year term the Company has to make annual payments to St Cloud and Cheto and undertake minimum work and meet minimum expenditure obligations.

As at the date of this document all obligations of Zenolith under the Cheto Option have been complied with and the Cheto Option is in good standing. Under the terms of the Cheto Option Zenolith has the right to acquire 100 per cent. of the Burro Creek project by payment of US$600,000 at any time before the earlier of (i) 5 years of the expiry of the due diligence period (which period commenced in January 2017), and (ii) the date upon which commercial production of lithium or other materials from Burro Creek East commences. It is agreed between Zenolith, Cheto and St Cloud that this 5 year period will expire in January 2022 and the Company has not budgeted to make this payment out of the Net Proceeds. If Zenolith wishes to extend the term of the option, it may do so for a further 2 years beyond that date by making cash payments to St. Cloud and Cheto of US$50,000 for each year extended. Furthermore, if the option is extended then the price payable to exercise the Cheto Option in the extension period is increased to US$750,000 payable at any time before the earlier of (i) 7 years from the expiry of the due diligence period (January 2024), and (ii) the date upon which commercial production of lithium or other materials from Burro Creek East commences.

Whilst the Cheto Option remains in force but unexercised, Zenolith will be the operator of programs in respect of Burro Creek East. Zenolith shall have the right and option (subject to the authority imposed by the BLM) to carry out exploration works at Burro Creek East and shall be responsible for all obligations and liabilities that result from its actions associated with Burro Creek including the costs to keep Burro Creek East in good standing. Zenolith must furnish St. Cloud with annual reports by 28 February in each year in relation to work carried out and results for each year to 31 December. When exercising the option, Zenolith must deliver a statement of expenditures, exploration and drilling results to St. Cloud.

Further details regarding St Cloud are available at its website https://www.stcloudmining.com. Further details regarding the Cheto Option and the minimum annual expenditure and work programme obligations on Zenolith are set out at paragraph 10.16 of Part VII of this document.

Location and Geography Burro Creek East and Burro Creek West tenement packages are lithium clay projects situated between Phoenix and Las Vegas in central western Arizona, USA. The nearest town is Wickenberg, just over an hour’s drive from Phoenix. Access to the property is a two-hour drive from Wickenberg via a reasonable dirt road which starts on Highway 93 just south of Wikieup and goes directly to Six Mile Crossing on Burro Creek.

The project area straddles Mohave and Yavapai counties and is favourably situated in terms of infrastructure with power lines and natural gas pipelines within a few kilometres of the project area; these service the operating Bagdad copper mine 10 km away.

26 04_261407 Bradda Head_pp26_pp49.qxp 08/07/2021 21:33 Page 27

Figure 1: Regional infrastructure map showing Burro Creek East and West licences.

Arizona regards itself as the premier location for mining investment in the US (source: Arizona Mining Association) and the Directors believe Arizona is a state that supports mining. Copper mining comprises two-thirds of the State’s economy today and mining and quarrying directly employs nearly 22,000 people.

Activities to date and prospectivity Lithium mineralisation at Burro Creek East is found in a faulted clay-rich unit (‘Tclay’) up to 96 metres thick that is flat-lying to gently dipping and outcrops at surface and at shallow depth. When exposed at surface, Tclay is easily recognized by lack of vegetation, pastel colours, and a distinctive “popcorn” texture that forms on the weathered surface, however, the clay tends to be obscured on slopes by thin colluvial deposits.

Zenith Minerals’ initial interest in the project was based in part upon the encouraging lithium grades encountered during third party industrial clay exploration in the 1980s. Zenith Minerals then carried out an amount of exploration activity before disposing of the project to the Company. This activity included reconnaissance surface sampling in the Burro Creek East Project area in March 2016, which produced positive assay results. This led Zenith Minerals to acquire mineral rights and commission more detailed surface exploration work in 2016. Positive results from 2016 geological mapping, rock-chip sampling, and a passive seismic survey led to a 14-hole reverse-circulation drilling program being conducted in April and May of 2018.

Surface geochemical sampling was conducted between 2016 and 2018. Samples were assayed, which provided the Board with initial confidence in the extent of lithium mineralised clays. In 2016, a passive seismic survey of the Burro Creek East Project area was processed and interpreted, the output of which provided some confidence in the continuity of the strata of interest.

Geological mapping of Burro Creek East was updated in 2018, which indicated, among other things that, the lithium-bearing clay unit was more extensive than previously thought because it is often covered by erosional detritus on moderate and steep slopes.

The sampling and mapping work completed to date has succeeded in establishing the presence of lithium mineralised clays and to a large extent quantifying this with an Inferred Mineral Resource Estimate, as described in more detail below. The full tonnage and grade potential of the project and the detailed assessment of economical extraction remain to be determined in order to compare it meaningfully with other lithium clay projects.

27 04_261407 Bradda Head_pp26_pp49.qxp 08/07/2021 21:33 Page 28

A number of mineralogy and metallurgical tests have been performed on samples from Burro Creek East, in order to seek to determine the optimal lithium recovery process from a range of processing techniques. Based on the results of testwork to date, SRK has estimated that production of lithium is estimated to cost approximately US$ 4,000-5,000 per tonne of lithium carbonate equivalent, using broadly analogous process costs. The work has identified a possible process route for recovery of lithium; however, more work is needed before any conclusions can be drawn. The presence of magnesium represents a well-known challenge, as magnesium is difficult to separate from the lithium. Additional testwork will be required to understand how to remove the magnesium contaminant.

Mineral Resource Estimate The Mineral Resource statement for the Burro Creek East Project as of 21 September 2018 is presented below (SRK, 2018). The estimate is limited to the original state lease package. The statement which has been reported using the terminology and definitions given in the JORC Code (2012) was prepared by Mr Martin Pittuck of SRK, who is a Competent Person for this style of mineralisation.

Mineral Resource statement for the Burro Creek East Project as of 21 September 2018* Burro Creek East Mineral Resource Statement, 21 September 2018 Gross (100% Project) Tonnes Mean Grade Contained Metal Category (Mt) Li (ppm) K (%) Li (Kt) K (Mt) Measured – – – – – Indicated – – – – – Inferred 42.6 818 3.3 35 1.4 Total 42.6 818 3.3 35 1.4

* Notes: l Source: Prepared by Mr Martin Pittuck of SRK, who is a Competent Person for this style of mineralisation. l The Burro Creek East Mineral Resource Statement represents the sole Mineral Resource Estimate for the Group’s portfolio of projects. l Reported using the terminology and definitions given in the JORC Code (2012). l A cut-off grade of 300 ppm Li has been used. l Mineral Resources are reported as undiluted. No mining recovery has been applied. l SRK considers there to be reasonable prospects for economic extraction based on a pit optimisation and cut-off grade analysis. l Tonnages are reported in metric units. l Rounding as required by reporting guidelines may result in apparent summation differences between tonnes, grade and contained metal content. l Conversion factor of Li metal to lithium carbonate equivalent (LCE) = 5.323 (Net attributable 19 tonnes of Li is equivalent to 101,750 tonnes of LCE). SRK is confident that the geological interpretation and exploration data collected to date have allowed for a reasonable geological model to be generated for the Burro Creek East deposit. SRK considers there to be good potential to improve confidence and increase tonnage in the reported Mineral Resource with additional drilling, metallurgical testwork, and subsequent updated geological modelling. SRK also consider that there is between 20 and 60 Mt of additional exploration potential in extensions to the current model grading between 600 and 1,000 ppm Li containing between 50,000 and 300,000 tonnes of lithium carbonate equivalent (9 to 56 Kt Li metal).

SRK Comments ‘The Maiden Mineral Resource estimate for Burro Creek East project is encouraging; there is good potential to increase the deposit tonnage in the eastern and western state lease area and SRK supports the strategy of expanding the area covered by drilling. The recent addition of Mineral Exploration Permits more than doubles the contiguous area on which exploration may eventually be conducted.

28 04_261407 Bradda Head_pp26_pp49.qxp 08/07/2021 21:33 Page 29

Whilst metallurgical testwork is at an early stage, initial results are encouraging and broadly indicate that the material has potential to be commercially processed using methods similar to those being considered for other lithium clay development projects. There are a number of advantages in terms of the infrastructure available at Burro Creek including power, gas, water and skilled labour all relatively close to the project and there may be additional advantages in terms of reagent supply with the Bagdad mine being some 10km away.’ (CPR, Executive Summary)

Further details of the Group’s Burro Creek East project and its Mineral Resource Estimate can be found in Section 5.1 of the Competent Person’s Report in Part IV of this document.

Burro Creek West Location and Geography Burro Creek West Project is a lithium clay project, which at its closest point is only one km west of the Burro Creek East Project and just west of Burro Creek itself. As with the Burro Creek East Project, access to the property is a two-hour drive from Wickenburg via a reasonable dirt road which starts on Highway 93, and Burro Creek West also is favourably situated in terms of infrastructure with power lines and natural gas pipelines relatively close to the project area.

Burro Creek West Project is located entirely on land managed by the U.S. Bureau of Land Management. The project comprises 65 unpatented Placer Claims and 72 unpatented Lode Claims, which are 100 per cent. owned by Zenolith and cover 6.02km².

Activities to date and prospectivity The regional geology at Burro Creek East is the same as Burro Creek West and the stratigraphy at Burro Creek West is a continuation of that described in Burro Creek East. Geological mapping and sampling show that lithium-bearing clay is present over a topographic interval of 150 m in Burro Creek West. The lithium mineralisation at Burro Creek West appears to be similar to Burro Creek East.

Surface channel sampling was carried out in 2016, yielding lithium grades of 366–730 ppm (average 514 ppm). The same geological mapping exercise and passive seismic survey that was applied to Burro Creek East was applied to Burro Creek West.

Seven shallow trench samples were collected from Burro Creek West area, which were assayed at 520 to 1,120 ppm lithium (average 723 ppm). In 2018, 68 samples were collected from outcrops of clay, altered tuffs and sediments over a wide area across Burro Creek West area. Assay results yielded lithium grades of 36 to 1,310 ppm (average grade of 603 ppm). In 2018, additional geological mapping and surface sampling was conducted, collecting 11 samples from the northern and north-western parts of Burro Creek West area. These samples have an average grade of 386 ppm Li, with a high of 800 ppm.

No metallurgical test work has yet been performed on samples from the Burro Creek West area, although geological similarity between the Burro Creek West Area and the Burro Creek East area suggest that the mineralised material may be processed in a similar way to Burro Creek East area, but this will need to be confirmed in the future. To date, the exploration work performed to date at Burro Creek West area is not sufficient to support a Mineral Resource Estimate.

SRK Comments ‘The work completed to date suggests there is good potential to develop a Mineral Resource at the project which will complement that already established for the nearby Burro Creek East project. Bradda Head will, however, need a year to conduct a plan of operations before any drilling may commence.’ (CPR, Executive Summary)

Further details of the Group’s Burro Creek West Project can be found in Section 5.2 of the Competent Person’s Report at Part IV of this document.

Wikieup

Location and Geography Wikieup Project is lithium clay exploration project located in Central Arizona, some 20 km from the Burro Creek Projects. The nearest major town is Kingman, Arizona, approximately 50 minutes’ drive northwest of

29 04_261407 Bradda Head_pp26_pp49.qxp 08/07/2021 21:33 Page 30

the project area. The small town of Wikieup, located on major highway U.S. 93, is within 10 km by road of most the Wikieup Project. The Wikieup Project is favourably situated in terms of infrastructure. A major electrical transmission corridor transects a large portion of the project. A natural gas pipeline that serves the nearby Bagdad Copper Mine crosses under U.S. 93 highway about 4 km south of the project area.

Figure 2: Wikieup Project location map, showing proximity to Burro Creek project areas.

The Wikieup Project consists of 9.71km2 of unpatented Lode Claims comprising 120 claims located on land managed by the U.S. Bureau of Land Management. Bradda Head also has 154 (12.87 km2) Lode Claims which mostly overlap the Placer Claims to ensure that one or both sets of claims will allow Bradda Head relevant rights to the lithium clay deposits once the Company determines which is the more suitable claim type to hold for BLM land. Furthermore, the Group has 71 Lode Claims (5.74km2) overlapping Hawkstone Mining’s claims in which a Mineral Resource of 32.5 Mt grading 1,850 parts ppm Li for 320,800 tonnes of lithium carbonate equivalent has been reported by Hawkstone in 2019. Ongoing claim staking may secure further ground in this project area.

The area covered by the unpatented Placer Claims and Lode Claims forms a patchwork with private land. At this time, the Group has not leased or purchased any private land in the area. The feasibility of leasing some of the private land is currently being investigated. It should be noted that, due to the expected geological continuity of the lithium-bearing units, some private land between the blocks of claims is considered to be prospective.

Approximately 5.74km2 of the Group’s claims in respect of the Wikieup Project overlap third party claims which the Board believes may have been improperly staked. From 2016 to 2018, Big Sandy Inc. (a subsidiary of Hawkstone Mining) staked Lode Claims at three different times that cover much of the BLM land in the area of the Big Sandy Formation for lithium exploration. Consistent with Bradda Head’s previous practices,

30 04_261407 Bradda Head_pp26_pp49.qxp 08/07/2021 21:33 Page 31

Placer Claims were staked for the Wikieup Project. Additionally, Lode Claims (referred to as the Z Series Lode Claims) were staked in areas surrounding the area claimed by Big Sandy, Inc. in November 2018, and also, in February 2019, within the central part of the Big Sandy, Inc. claims area, where the Company believed the claims were improperly staked or filed (as further set out in the Figure 5-21 of the CPR). In March 2019 Hawkstone staked Placer Claims over its disputed Lode Claims. Hawkstone Mining, on 26 September 2019, reported a lithium Mineral Resource on their claim area.

Based on an examination of the Big Sandy Inc. Lode Claim location notices and filings, the Director’s believe there are apparent defects with respect to staking and filing which, based on legal advice the Company has received, could lead to a competent court making a determination that all, or a substantial number, of the Big Sandy Inc. claims are void. Generally, the claimant that first discovers a valuable mineral deposit has the better right to the claimed minerals. The BLM does not adjudicate claim conflicts between rival claimants; rather, the resolution of any such conflict would be determined by negotiation between the claimants and/or quiet title litigation. Until such time as this is resolved, whether by commercial agreement or by a competent court, the rightful title to these overlapping claims will not be clear.

Figure 3: Wikieup “W” Placer Claims and “X” and “Z” Lode Claims showing overlap with Hawkstone Lode Claims. (Source CPR Figure 5-20)

31 04_261407 Bradda Head_pp26_pp49.qxp 08/07/2021 21:33 Page 32

In respect of the Group’s Lode Claims that overlap with the Lode Claims held by Hawkstone, the Group does not intend to attempt to extract any lithium until the earlier of, (i) the Overlapping Claims being finally judicially adjudicated as valid claims, or (ii) a negotiated agreement being reached with Hawkstone in respect of the Overlapping Claims. Until these events take place it will not be possible to definitively determine whether or not the Overlapping Claims will entitle the Group to obtain the necessary approvals to extract lithium from this area. Given the grades of mineralisation that have been reported by Hawkstone in the general Wikieup Project Area, the Directors believe that there is the potential for significant value to be achieved from the Group’s Lode Claims that do not overlap with Hawkstone’s Lode Claims.

The Lode Claims in respect of the Wikieup Project that do not overlap with Big Sandy, Inc. are held by Zenolith (i.e. the Zenolith Wikieup Claims), whilst the Lode Claims within the Wikieup Project that overlap with Hawkstone mining claims are owned by Verde Grande (i.e. the Overlapping Claims).

Activities to date and prospectivity The Directors and its technical consultants believe that the Lithium mineralisation in the Wikieup Project Area correlates with the lithium-enriched lacustrine sediments and strata of the Pliocene Big Sandy Formation. Faulting during the Oligocene and Pliocene resulted in the development of separate shallow basins along the Wikieup, Burro Creek trend.

Six reconnaissance grab samples were collected from the Wikieup Project Area in October 2018 from a road cut and outcrops along U.S. Highway 93. This was followed by a program of surface outcrop sampling and geological mapping in December 2018. A total of 156 samples were collected, with the highest lithium assay being 1,750 ppm over 1.5 metres, sampled from the base of a well-lithified, friable, light green claystone unit. This occurred in clay-rich mudstones (up to 15m thick) which are associated with green clay-rich beds; the same lithology comprises the Hawkstone Mineral Resource

The work performed to date indicates that the lithium clays are interbedded with layers of tuff, sandstone and siltstone with sub-economic grades of lithium (80–500 ppm). The lithium-bearing layers are thickest in the central and shallow parts of the Big Sandy Formation and their thickness and prevalence reduces towards the margins and in the deeper parts of this formation.

Surface outcrop samples from all geological units at Wikieup Project Area average 642.2 ppm Li; those from the favourable geological units average 814 ppm Li, which is similar to the average Mineral Resource grade at Burro Creek East (818 ppm) and to surface sample grades at Burro Creek West (589.0 ppm). The average potassium grade from surface samples from the Wikieup Project (3.9 per cent.) is slightly higher than the average potassium grade (3.3 per cent.) reported in the SRK’s maiden Mineral Resource Estimate of the nearby Burro Creek East project (SRK, 2018).

According to Hawkstone’s press releases describing their Mineral Resource,–which occurs in the Big Sandy Formation, the clay horizon which contains patches of mineralisation exceeding 1000 ppm Li, has a thickness of up to 80m. The Big Sandy Formation has been mapped in outcrop on BHHL’s ground and can be inferred to extend over greater areas underneath Quaternary cover. Sporadic surface grab sampling on the outcrops on and around BHHL ground has confirmed the presence of patchy lithium mineralisation, as well as areas of lower grades, similar to what has been encountered on the Hawkstone ground.

Whist no metallurgical test work has yet been performed by Bradda Head on samples from the Wikieup Project, geological similarity between the Wikieup Project and the Burro Creek East deposit suggest that material from Wikieup Project Area may behave similarly to material from Burro Creek East.

SRK Comments The sampling and mapping work completed to date has succeeded in establishing the presence of lithium mineralised clays which appear to be similar to those found at the Burro Creek projects and Hawkstone’s Big Sandy project. Furthermore, the drilling by Hawkstone has resulted in a lithium clay Mineral Resource on the overlapping claims. SRK agrees that after a careful assessment of the Hawkstone drilling results and Bradda Head’s mapping and sampling results, a series of shallow drillholes is warranted, to confirm thickness, grade and continuity of the clay units in previously undrilled areas.

For some of the project area there is uncertainty over the Company’s tenure which will be addressed through negotiation or legal adjudication, the timing of which is unknown.’ (CPR, Executive Summary)

32 04_261407 Bradda Head_pp26_pp49.qxp 08/07/2021 21:33 Page 33

Further details of the Wikieup Project can be found in Section 5.3 of the Competent Person’s Report at Part IV of this document.

San Domingo San Domingo Project is a lithium pegmatite project in Arizona, USA, covering a 9 km x 1.5 km lithium- bearing pegmatite dyke swarm that intrudes Proterozoic host rocks and consisting of 68 Lode Claims arranged in several contiguous clusters and an Arizona State MEP. San Domingo is situated near Wickenburg, some 90 km North West of Phoenix.

Figure 4: San Domingo Location Map

Most of the largest pegmatites lie within the Arizona pegmatite belt, which is about 250 miles long, 30 to 80 miles wide, and extends south-south-eastward from Lake Mead through parts of Mohave, Yavapai, Yuma, and Maricopa counties to points south of Phoenix. The San Domingo Project area is in the White Picacho pegmatite district. The most abundant pegmatites are mineralogically simple consisting of quartz, potash feldspar, and subordinate sodic plagioclase and muscovite, with accessory garnet, biotite, beryl, and black tourmaline. Lithium-bearing pegmatites are widespread but fewer. They are scattered among the other pegmatites without recognisable pattern and occur in nearly all parts of the district.

Historic production of lithium from two small scale mines has occurred within the area of the San Domingo Project. Mapping has shown that two of the larger outcropping pegmatites, ‘North Morning Star’ and ‘Midnight Owl’, contain lithium bearing minerals at surface.

Via initial mapping and sampling to date, 10 lithium bearing pegmatite dykes have been identified at San Domingo Project, which cover the majority of a nine km trend. In outcrop these achieve dimensions of up to 60 metres in width and up to 600 metres in lateral extent. Recent rock chip-channel sampling at many locations within the area of the San Domingo Project along the trend returned results up to 5 m at 1.97 per cent. Li2O at Northern Morning Star, 3 m at 1.44 per cent. Li2O at Lithia King and several samples between 2 and 3 m long with grades averaging 0.56 per cent. to 0.86 per cent. Li2O in the SD concessions in the south-west.

33 04_261407 Bradda Head_pp26_pp49.qxp 08/07/2021 21:33 Page 34

SRK Comments ‘SRK considers some of the lithium grades to be in line with those reported for other pegmatite lithium mines which are mainly situated in Australia. SRK agrees with Bradda Head’s intention to progress work on the project with some further mapping and surface sampling in order to refine plans for a future drilling programme. It will be important to find more of the wider core zones identified to date in order to compete with the more advanced projects in the lithium pegmatite industry peer group. A phased drilling programme is justified in SRK’s opinion and, if successful, the results should be sufficient to allow the estimation of a Mineral Resource eventually.’ (CPR, Executive Summary)

Further details of the San Domingo Project can be found in Section 5.4 of the Competent Person’s Report at Part IV of this document.

Wilson Salt Flat The Wilson Flats Project is located in Nye County, Nevada. Its tenements are centred on a salt lake playa and comprise 168 unpatented Placer Claims over BLM land covering an area of 13.6 km2. Wilson Salt Flat can be considered to be analogous with deposits in the Clayton Valley area which include that exploited at the Silver Peak operation, although this is a working hypothesis which requires to be tested.

Figure 5: Wilson Salt Flat Location Map

34 04_261407 Bradda Head_pp26_pp49.qxp 08/07/2021 21:33 Page 35

Lithium brines are interpreted to be present in basin sediments at the Wilson Flats Project, extending for several kilometres based on historical and recent geophysical surveys. Recent reconnaissance surface sediment samples returned assay results of up to 192 ppm of lithium. Water bores located 1 km east of the Wilson Flats Project were found to contain elevated levels of lithium (1.2 ppm of lithium) which may be indicative of enriched lithium waters at depth.

A magnetotelluric geophysical survey completed in July 2017 yielded a resistivity low anomaly (conductive layer) in the upper 200 – 300 metres from the surface. This anomaly is present along the full width of the concession and is stronger and shallower than magnetotelluric anomalies at similar projects in Nevada. This further strengthens the interpretation of the brine-bearing target horizon interpreted from the passive seismic survey and gravity modelling.

SRK Comments ‘SRK considers that the geology of the area and the initial assay results to be encouraging and that the proposed drilling programme in the next phase of work is warranted. This will test the existence, depth extent and grade of lithium brines in the area and will allow a study into the economical extraction of lithium to a scoping level.’ (CPR, Executive Summary)

Further details of the Wilson Salt Flat Project can be found in Section 5.5 of the Competent Person’s Report at Part IV of this document.

Spencer The Spencer Project is a salt-flat occurrence located in Lander County in Nevada, located 170 km northeast of the Silver Peak lithium project in the Clayton Valley. Spencer is at the northern end of the Big Smoky Valley project which has an MT anomaly along trend from the Silver Peak operation.

Figure 6: Spencer Location Map

35 04_261407 Bradda Head_pp26_pp49.qxp 08/07/2021 21:33 Page 36

The Spencer tenements comprise 146 20-acre BLM unpatented Placer Claims in two claim blocks (north and south) totalling an area of 11.8 km2. The Lincoln Highway 50 passes 6 km north of the project area. Tesla’s lithium ion battery production facility (“Gigafactory 1”) is located 280 km west of the Spencer Project and is a significant lithium carbonate consumer.

The Spencer basin can be considered to be analogous with the Clayton Valley area, although this is a working hypothesis which requires to be tested. Exploration activities carried out to date by Zenith has been limited to a small reconnaissance-level surface auger/post hole sample programme that was conducted to evaluate the surface distribution of lithium in surface colluvium, alluvium and soils in the vicinity of the Spencer project. In addition, a single water sample was taken from the Spencer Hot Springs. Approximately 2 kg of sample material was collected from a depth of approximately 1-2 m using a powered auger or post-hole shovel in 13 locations; these were assayed. Samples are enriched in lithium with grades ranging from 341 ppm Li to 550 ppm Li.

A single water sample was taken by Zenith from the Spencer Hot Springs outflow with the sample returning 2 ppm Li (20,000 ppb Li) which is very anomalous for a fresh water sample. This is consistent with the NURE samples from the Spencer Hot Springs which returned values of 1,660 ppb Li and 1,710 ppb Li. Only 33 of the 5,187 NURE samples taken in Nevada exceeded 1,000 ppb Li; of these, 8 were from the Clayton Valley area.

SRK Comments ‘SRK considers that the geology of the area and the early assay results warrant further work and that the proposed geophysical programme in the next stage of work will cost-effectively test for the existence of brines at depth in the project area. Should this phase of work be successful then further actions would be to drill, estimate a Mineral Resource and advance the project to a scoping study level.’ (CPR, Executive Summary)

Further details of the Spencer Project can be found in Section 5.6 of the Competent Person’s Report at Part IV of this document.

Pennsylvania Brine

Location and Geography The Pennsylvania Brine Project is located in Western Pennsylvania, United States. To date, lease positions have been acquired from four landowners totalling 440 acres (1.78 km2). It is anticipated that additional land may be signed up in the future, possibly after initial well testing. This strategy should give the Group a senior land position, effective control of the project area and should enable efficient extraction and processing operations to occur.

36 04_261407 Bradda Head_pp26_pp49.qxp 08/07/2021 21:33 Page 37

Figure 7: Pennsylvania Oilfield Brine Project Location

Background to the Company’s Pennsylvania brine assets. Lithium brine represents a major source of the world’s lithium overall annual production. Conventional production in the Americas, notably in countries such as Chile and Argentina, involves the brine being pumped from deposits in naturally occurring salt lakes or salt basins (known as ‘salars’). A solar evaporation methodology using large evaporation ponds at high altitudes is typically used to extract lithium from these brines.

37 04_261407 Bradda Head_pp26_pp49.qxp 08/07/2021 21:33 Page 38

Activities to date and prospectivity The lower-middle Devonian formations, which can contain lithium-bearing brines, occur throughout north western Pennsylvania and contain numerous gas fields that have been drilled since before 1900. There has been historic natural gas production from all these formations and some very minor oil production. A regional assessment of the lithium potential in natural gas field brines in Pennsylvania undertaken over the last several years has identified anomalous lithium values in the lower-middle Devonian sediments.

There are two historical oil wells, approximately four miles apart, in the same geological formation within the Pennsylvanian Brine Project’s target area, suggesting a large volume of brine may be present. The geological consulting group WIM completed an evaluation of the lithium brine potential of Western Pennsylvania that led to the identification of anomalous values of lithium, bromine and iodine in a target area, within which the Pennsylvania Brine Project is located. Shown on the following table is a summary of the assay values (mg/L) of the natural gas wells sampled by the Pennsylvania Geological Survey (Dresel and Rose, 2010).

Pennsylvania Project: Historical Brine Assays (Dresel & Rose) Well Li (mg/L) Br (mg/L) I (mg/L) Ca (mg/L) Na (mg/L) Cl (mg/L) S.G. Well #1 490 1,880 64 24,720 49,000 133,800 1.151 Well #2 489 1,570 31 23,400 34,200 115,900 1.130

The two wells containing the anomalous lithium values have been shut in and the sites reclaimed. These wells are not available for re-entry. (CPR, Paragraph 5.7.6)

According to the geochemical analyses the calcium levels in the two wells containing the anomalous lithium values are high, so to extract lithium economically it will be necessary to reduce these calcium levels significantly in the chemical process. It will be necessary to collect brine samples and complete lithium extraction tests using laboratories which are capable of extracting lithium in high calcium environments. Membrane and reverse osmosis technologies are the most likely extraction technologies to be investigated for lithium recovery from oilfield brines.

The Group has held discussions with potential technology advisers in relation to the extraction of lithium from the brines present in reservoirs below its Pennsylvania lithium brine assets.

SRK Comments ‘There are two historical oil wells approximately 4 miles apart in the same geological formation within the target area, suggesting a large volume of brine may be present. The lithium grades in brines from historical wells may allow economical extraction of lithium in future; however this is dependent on the successful development of a viable extraction method potentially using emerging “metal-organic framework membrane” technology. The targeted area appears to be prospective for lithium brines and further exploration is required to confirm and quantify this potential.

The initial exploration plan consists of a detailed basin analysis study to be completed prior to any drilling.’ (CPR, Executive Summary)

Further details of the Pennsylvania Brine Project can be found in Section 5.7 of the Competent Person’s Report at Part IV of this document.

6 PROPOSED WORK PROGRAMME The Group’s strategy for its projects involves phased exploration programmes, which have been summarised below. The Group’s main focus is on development of the Burro Creek Projects and the Zenolith Wikieup Claims, which the Directors view as being the most developed and most prospective projects.

38 04_261407 Bradda Head_pp26_pp49.qxp 08/07/2021 21:33 Page 39

Burro Creek East

Phase 1 Future work planned at Burro Creek East comprises a Phase 1 10-hole diamond drilling program. Five holes will be twins of select RC holes for comparison of grade and to gain a better understanding of the geology at depth. The additional five holes will extend the Company’s knowledge of the geology of the area and assist in the planning of the eventual infill drilling program.

Phase 2 During this phase a metallurgical study will be completed based on test results and an updated Mineral Resource will be estimated.

Unbudgeted Subsequent Work An 80 drillhole programme is envisaged but not budgeted for at this stage. The goal would be to convert Inferred Mineral Resources to Measured and Indicated Mineral Resources and start more detailed metallurgical testing. The State of Arizona exploration plan for the drilling has been submitted and approved.

Exploration Budget The Phase 1 work required to advance the project has been costed using expected and actual contractor rates, initial drilling has been laid out for the permit application and further general plans have been considered to achieve the objectives described above; the budget for Phase 1 is set out below.

Burro Creek East Exploration Budget (as at the date of Admission) Phase 1 Phase 2 Total Burro Creek East Budget Budget Budget (USD) (USD) (USD) Drilling and Assays 160,000 – 160,000 Metallurgy, Resource Estimation – 110,000 110,000 Total 160,000 110,000 270,000

(CPR, Paragraph 5.1.9)

Burro Creek West In the Phase 1 exploration programme on the Burro Creek West Project, an initial 10 holes will be drilled with the goal to develop an Inferred Mineral Resource. Additionally, a metallurgical study will be initiated. Prior to drilling, a Plan of Operations must be approved by the BLM, the necessary permits have been applied for. Once approved, the plan will allow for life-of-project drilling. The Phase 2 exploration programme will consist of completing the metallurgical study and developing the Inferred Mineral Resource estimate. The total budget for these tasks is some US$610,000.

Phase 1 Subject to receipt of relevant permits the Group expects to complete 10 diamond drill holes to initially test broad areas in which mapping and surface sampling found lithium-bearing clay at surface and where the clay is interpreted to continue between outcrops beneath shallow cover. Additionally, splits of the cores collected from across the property will be used for metallurgical testing.

Phase 2 During this phase a metallurgical study will be completed based on test results. The drilling results will be incorporated into a maiden Inferred Mineral Resource estimate. Additional drilling will be planned to improve confidence in the Mineral Resource estimate. Also, more advanced metallurgical testing will be implemented.

39 04_261407 Bradda Head_pp26_pp49.qxp 08/07/2021 21:33 Page 40

Exploration Budget The work required to advance the project has been costed using expected and actual contractor rates, initial drilling has been laid out for the permit application and further general plans have been considered to achieve the objectives described above; phased budgets for these activities are set out in the table below.

Burro Creek West Exploration Budget Phase 1 Phase 2 Total Burro Creek West Budget Budget Budget (USD) (USD) (USD) Permitting, Drilling 500,000 – 500,000 Resource Estimate – 50,000 50,000 Metallurgy – 60,000 60,000 Total 500,000 110,000 610,000

(CPR, Paragraph 5.2.8)

Wikieup In the Phase 1 exploration programme on the Zenolith Wikieup Claims, an initial 30 holes will be drilled with the goal to develop an Inferred Mineral Resource. This may only be possible on claims which do not overlap Hawkstone claims until rights pertaining to the overlapping claims are finally determined. A Notice of Intent (“NOI”) will be filed with the BLM that will allow drilling to commence within 30 days. A NOI allows for exploration of all types (drilling, trenching etc.) as long as no more than 5 acres is disturbed; permits for drilling have been applied for. Additionally, metallurgical testing will be initiated.

Phase 1 Once permitting is completed, Bradda Head expects to complete 30 core holes across the property that will initially test areas of surface lithium enrichment. Additionally, splits of the cores collected from across the property will be used for metallurgical testing.

Phase 2 The drilling results will be incorporated into a maiden Mineral Resource estimate and initial metallurgical testwork will be conducted.

Wikieup Exploration Budget Phase 1 Phase 2 Total Wikieup Budget Budget Budget (USD) (USD) (USD) Permitting, Drilling, Metallurgy 1,400,000 – 1,400,000 Metallurgy, Resource Est. – 200,000 200,000 Total 1,400,000 200,000 1,600,000

(CPR, Paragraph 5.3.9)

40 04_261407 Bradda Head_pp26_pp49.qxp 08/07/2021 21:33 Page 41

Other Projects The expected work programme on the other projects can be summarised as follows:

Phase 1 Phase 2 Total San Domingo Budget Budget Budget (USD) (USD) (USD) Surface exploration, geophysics, and 3D drill targeting model 60,000 – 60,000 Total 60,000 – 60,000

Phase 1 Phase 2 Total Wilson Salt Flat Budget Budget Budget (USD) (USD) (USD) Drilling 120,000 – 120,000 Metallurgical testwork – 80,000 80,000 Total 120,000 80,000 200,000

Spencer Phase 1 Budget (USD) Geophysical Survey 30,000 Total 30,000

Phase 1 Phase 2 Total Pennsylvania Brine Budget Budget Budget (USD) (USD) (USD) Technical Study 20,000 – 20,000 Well Permitting – – – Total 20,000 – 20,000

Permits from relevant State authorities will be required for the work on the San Domingo Project, the Wilson Flat Project, the Spencer Project and the Pennsylvania Brine Project to commence.

Further details of the planned Work Programmes on the Projects can be found in Section 6 of the Competent Person’s Report at Part IV of this document.

7 COMPETENT PERSON’S REPORT Set out in Part IV of this document is the Competent Person’s Report prepared by SRK as required by the AIM Rules for Companies, and prospective investors are advised to read this section in full for an independent assessment of the reserves and resources of the Group, a description of the property, geology, exploration, mining processes, taxation and other relevant matters.

8 SUMMARY OF REGULATORY ENVIRONMENT Set out in Part III of this Document is a summary of the regulatory environment in which the Company operates in Arizona, Nevada and Pennsylvania.

9 FINANCIAL INFORMATION Historical financial information on the Company is set out in Part V of this document. An unaudited pro forma net assets statement showing the pro forma net assets of the Group as at 28 February 2021 is set out in Part VI of this document.

10 CURRENT TRADING, FUTURE PROSPECTS AND SIGNIFICANT TRENDS

Current Trading The Company does not currently generate any operating revenue and therefore controls its costs and expenses carefully. In the three months ended 31 May 2021, the Group’s key projects had incurred the following expenditures since the date of the latest financial information presented in this Document, being the audited annual accounts to 28 February 2021.

41 04_261407 Bradda Head_pp26_pp49.qxp 08/07/2021 21:33 Page 42

Burro Burro Other (unaudited) Creek East Creek West Wikieup projects Total US$ US$ US$ US$ US$ Exploration 11,405 11,229 113,728 2,438 138,800 General and administrative – – – – 491,800 (not Project specific) Total 630,600

On 21 May 2021, the Company concluded an equity funding round, raising a total of US$1,028,199 mainly from existing Shareholders. These funds were used to fund general working capital costs, support the Admission process, initiate claim-staking and permitting in adjacent properties to existing Projects, and commence the work programme at the Burro Creek Project. Completion of this equity funding round triggered conversion into equity of certain convertible loan notes held by Galloway Limited, a company indirectly wholly owned by Jim Mellon, and therefore debt totalling US$1,575,697 was converted into 41,033,776 Shares.

Future Prospects On 8 July 2021 SRK completed the Competent Person’s Report (set out at Part IV of this document), which highlights the potential of the Projects, the proposed Work Programme and the progress of the Projects since 28 February 2017 (being the date of the JV and Farm-in Agreement). The Directors plan to progress the Projects via the proceeds of the Placing and the Company’s strategy for advancing the development of its key lithium Projects is described in the phased Work Programme in paragraph 6 of this Part I and in Sections 6 of the Competent Person’s Report at Part IV of this document.

The progression of the Company’s Work Programme will enable the Directors to understand the most appropriate strategy for the further development of the Group’s assets. In particular, it will enable the Company to make an assessment of what future capital may be required to develop its Projects further and an assessment of the potential future economic benefits of those Projects.

The Directors may, in the longer term, evaluate and pursue further potential investment and acquisition opportunities where they consider such to be complimentary to the existing Projects or where they believe the acquisition and/or investment has the potential to create significant shareholder value.

Significant Trends Trends in the market for Lithium are outlined above in paragraph 1 of this Part I.

The Directors believe that trends in the market for lithium indicate that lithium will continue to experience a second wave in demand as the supply fails to keep pace with increases in demand. After disappointing lithium consumption in 2018/19/1H20, from 2H20, EV sales have accelerated and have become more global rather than China-centric as was the case in the first lithium bull market of 2015-17. The Directors believe that the Group will be well positioned (including the location of the Projects in North America) to take advantage of increased lithium demand, and in particular the growth of the electric car market and the development of a domestic North American lithium supply chain.

Save as disclosed in this document, there have been no significant trends concerning the development of the business of the Company, and there are none moving forward that the Directors are aware of that will have a material impact on the current financial year.

11 THE PLACING AND USE OF PROCEEDS Pursuant to the terms of the Placing Agreement, Beaumont Cornish, Peterhouse Capital and Shard Capital have, subject to Admission, raised £6.2 million (before expenses) for the Company through the Placing.

The Net Proceeds, which are estimated at approximately £5.4 million, will be used to: l Execute the Company’s Work Programme as outlined above in paragraph 6 of this Part I. l Provide the Company with general working capital. l Pay professional and other related costs of Admission.

42 04_261407 Bradda Head_pp26_pp49.qxp 08/07/2021 21:33 Page 43

Pursuant to the terms of the JV Termination Deed, up to and including the date of Admission, the Company has agreed with Zenith Minerals to procure that Zenith Minerals is issued Shares in the Company representing 15 per cent. of issued Shares. Accordingly, concurrent with Admission Zenith Minerals will be issued the Zenith Shares. The free-carry right of Zenith Minerals to be issued Shares of the Company lapses following Admission.

Once the Placing Shares, Zenith Shares and CLN Shares are admitted to trading on AIM, the Placees will, in aggregate, hold approximately 38.5 per cent. of the Enlarged Share Capital.

Beaumont Cornish has been appointed as the Company’s nominated adviser and Peterhouse Capital and Shard Capital have been appointed as the Company’s brokers in relation to the Placing and Admission. Further details on Beaumont Cornish, Shard Capital and Peterhouse Capital’s engagements are set out at paragraphs 10.1, 10.2 and 10.3 respectively of Part VII of this document.

12 WORKING CAPITAL In the opinion of the Directors, having made due and careful enquiry, taking into account the Net Proceeds, the Group will have sufficient working capital for its present requirements that is, for at least the next twelve months from the date of Admission.

At Admission, the Group will have estimated cash resources of approximately £5.7 million, including the Net Proceeds.

13 ADMISSION TO AIM, CREST AND DEPOSITARY INTERESTS Application will be made for the Shares to be admitted to trading on AIM. It is expected that Admission will become effective and dealings in the Shares will commence on 19 July 2021. The new ISIN number of the Company is 213800T879QQXKR2WN54 and its SEDOL is BG0L6F1.

Shares of British Virgin Islands companies cannot be held and transferred directly into the CREST system. CREST is a paperless settlement system allowing securities to be transferred from one person’s CREST account to another without the need to use share certificates or written instruments of transfer. Shareholders who wish to hold and transfer Shares in uncertificated form may do so pursuant to a Depositary Interest arrangement established by the Company. Depositary Interests facilitate the trading and settlement of shares in non-UK companies into CREST. The Shares will not themselves be admitted to CREST. Instead, the Depositary will issue Depositary Interests in respect of the Shares. The Depositary Interests are independent securities constituted under English law that may be held and transferred through CREST.

Depositary Interests have the same international security identification number (ISIN) and TIDM Code as the underlying Shares. The Depositary Interests are created and issued pursuant to a deed poll with the Depositary, which governs the relationship between the Depositary and the holders of the Depositary Interests.

Shares represented by Depositary Interests are held on bare trust for the holders of the Depositary Interests. Each Depositary Interest is treated as one Share for the purposes of determining eligibility for dividends, issues of bonus shares and voting entitlements. In respect of any cash dividends, the Company will put the Depositary in funds for the payment and the Depositary will transfer the money to the holders of the Depositary Interests. In respect of any bonus stock, the Company will allot any bonus stock to the Depositary who will issue such bonus stock to the holder of the Depositary Interest (or as such holder may have directed) in registered form.

In respect of voting, the Depositary will cast votes in respect of the Shares as directed by the holders of the Depositary Interests which the relevant Shares represent.

Settlement of transactions in Shares (including the Placing Shares) following Admission may take place within the CREST system if any individual Shareholder so wishes. CREST is a voluntary system and holders of Shares who wish to receive and retain share certificates will be able to do so.

Further details of the depositary arrangements are set out in paragraph 11 of Part VII of this document. Information regarding the depositary arrangement and the holding of Shares in the form of Depositary

43 04_261407 Bradda Head_pp26_pp49.qxp 08/07/2021 21:33 Page 44

Interests is available from the Depositary. The Depositary may be contacted at The Pavilions, Bridgwater Road, Bristol BS13 8AE.

Where applicable, the posting of definitive share certificates in respect of the Shares is expected to occur within 14 days of Admission. Prior to dispatch of definitive share certificates in respect of any Shares which are not settled as Depositary Interests in CREST, transfers of those Shares will be certified against the register of members of the Company. No temporary documents of title will be issued.

14 DIRECTORS AND SENIOR MANAGEMENT OF THE GROUP

14.1 Directors

John (Ian) Stalker (Non-Executive Chairman, aged 69) Ian Stalker is a senior international mining executive with over 48 years’ experience in resource development. He has directed over twelve major gold, base metal, uranium and industrial minerals projects at various phases, from initial exploration drilling to start-up.

Ian has held senior positions at major gold producers, notably as Vice President at Gold Fields and Managing Director (International Projects) at Ashanti Goldfields. Ian was Chief Executive Officer of Brazilian Gold Corporation, a TSX-V-listed company from 2011 until its sale to Brazil Resources in 2013 and from 2009 to 2011 he was CEO and later a Non-Executive Director of Berkeley Resources Ltd, an ASX and AIM-quoted company with its main asset being a uranium development project in Spain. From 2008-10, he was Chairman and CEO at Niger Uranim Ltd. He was CEO of UraMin Inc. from 2005 until its acquisition by Areva S.A. in 2007 for US$2.5 billion. Prior to joining UraMin, between 2001 and 2004, Mr Stalker was Vice President at Gold Fields Ltd, the fourth largest gold producer in the world at the time. Since 2014 Mr Stalker has been CEO (2014 -2017) and subsequently a Director (currently Non-Executive) of TSX-V-listed K92 Mining Inc, a gold and copper producer operating in Papua New Guinea. Mr Stalker was also CEO of LSC (Lithium) a TSX-V-listed company from 2017 to March 2019 when it was sold to Pluspetrol (Argentina).

Ian holds a BSc in chemical engineering and is currently a non-executive director of Condor Gold plc (AIM), Chairman of Helium One Global Limited (AIM) and a director of Circum Limited, a private company developing a potash project in Ethiopia.

Charles FitzRoy (Chief Executive Officer, aged 38) Charlie joined Bradda in May 2021 from CMOCs Corporate Development & Strategy team where he was recently part of two $550m deals. Charlie has a wide range of experience across the Metals & Mining sector with most of his focus from M&A, Equity Research, and Strategy. A former analyst at Citigroup, Blackrock and Arden Partners, he holds degrees in Geology and Metals & Energy Finance and is a fellow of the Geological Society and a professional member of the MIMMM. Charlie also brings with him considerable management experience from his five years in the British Army.

Denham Eke (Finance Director and Company Secretary, aged 69) Denham Eke began his career in stockbroking before moving into corporate planning for a major UK insurance broker. He is a director of many years’ standing of both public and private companies involved in the mining, leisure, manufacturing and financial services sectors. Denham is the Managing Director of Burnbrae Limited and also Chief Executive Officer of AIM traded Manx Financial Group Plc, Finance Director of Agronomics Limited (AIM: ANIC) and Chairman of Webis Holdings Plc (AIM: WEB).

James (Jim) Mellon (Non-Executive Director, aged 64) Jim Mellon is an entrepreneur, serving on the boards of a number of listed companies. Within the mining sector, Jim was a co-founder of UraMin Inc, sold for US$2.5 billion to Areva S.A. He was non- executive Chairman of West African Minerals Corporation, a director of Brazilian Gold Corporation and a director of Polo Resources Limited. Currently, he is a non-executive Director of Condor Gold plc. Jim’s other interests include biopharma, life sciences, property, and financial services. Jim is an honorary Fellow of Oriel College, Oxford and holds a master’s degree in Politics, Philosophy and

44 04_261407 Bradda Head_pp26_pp49.qxp 08/07/2021 21:33 Page 45

Economics from Oxford University. Jim is the beneficial owner of and Director of Burnbrae Limited (the sole shareholder of Galloway Limited).

Alex Borrelli (Independent Non-Executive Director, aged 65) Alex Borrelli, FCA, initially studied medicine and then qualified as a chartered accountant with Deloitte, Haskins & Sells, London in 1982. He was subsequently active within the investment banking sector and has acted on a wide variety of corporate transactions in a senior role for over 20 years, including flotations, takeovers, mergers and acquisitions for private and quoted companies. He was formerly Head of Corporate Finance at Shore Capital until 2008. For the last 15 years, he has been acting as chairman and director of various listed companies and is currently Chairman of AIM traded Greatland Gold Plc and Xpediator Plc, and Independent Non-Executive Director of Tiger Royalties and Investments PLC.

Euan Jenkins (Independent Non-Executive Director, aged 55) Euan finished his 31-year career in banking at J P Morgan in London after lengthy periods at ABN Amro and McIntosh Securities. Since then Euan has been involved in a number of capital raisings, seed capital investments and advising companies across a broad range of industries both in Australia and Europe. These include gold, base metals and battery metals industries; biotech, and the property sector. Euan has amassed significant knowledge of financial and jurisdictional systems globally having worked in Melbourne, Sydney, New York, London and Switzerland. Euan, as the Board’s senior independent non-executive director, has the casting vote at board meetings if the number of votes for and against a proposal are equal.

14.2 Senior Management

Jim Guilinger (Chief Operating Officer, aged 69) Jim Guilinger has more than 41 years of experience in the minerals industry and has completed numerous industrial and strategic minerals market studies and investigations for clients and companies around the world. Prior to forming World Industrial Minerals (“WIM”), Jim was Director of Exploration and Development in Mexico for Eldorado Corp. and managed numerous precious, base, and industrial minerals projects. He has been a private consultant for more than 19 years and President of WIM for 15 years.

Piotr Schabik (Chief Financial Officer, aged 35) Piotr completed his studies in 2009, and qualified as a Chartered Accountant in 2012, obtaining his qualification in South Africa. He joined KPMG in 2010, progressing up to Audit Manager. After 7 years with KPMG, Piotr joined Burnbrae Limited in the position of Financial Analysis and Reporting Manager. In his role at Burnbrae Limited, he has overseen the financial accounting and reporting obligations for a number of private and public companies, including Bradda Head Holdings Limited. Piotr was appointed as the Company’s Chief Financial Officer with effect from 1 June 2021.

15 EMPLOYEES As at the date of this document, the Group did not, other than the Directors and Mr Piotr Schabik (the Group Chief Financial Officer), have any employees. As at the date of this document the Group engages consultants in relation to its exploration and development activities, which include World Industrial Minerals (which provides the services of Mr Jim Guilinger (the Group’s Chief Operating Officer) as the Group’s main project manager, .

16 LOCK-IN AND ORDERLY MARKET ARRANGEMENTS At Admission, the Locked-in Persons have agreed to lock-in restrictions on the transfer of 142,159,853 Shares representing approximately 48.5 per cent. of the Enlarged Share Capital (the “Lock Shares”). The Locked-in Persons have undertaken to the Company, the Placing Agents and Beaumont Cornish that they will not sell or dispose of, except in certain limited circumstances permitted under Rule 7 of the AIM Rules for Companies, any of their respective interests in Lock Shares (held directly or indirectly), and, in the case

45 04_261407 Bradda Head_pp26_pp49.qxp 08/07/2021 21:33 Page 46

of parties other than Anthony Baillieu and Jason Macdonald, any Shares acquired on or after Admission, at any time before the first anniversary of Admission.

In addition, the Locked-in Persons have further undertaken that they will be subject to orderly market arrangements during the following twelve months after the initial one year lock-in period (the “Orderly Market Period”). The orderly market arrangements set out a release schedule for the Lock Shares as set out below save that 100 per cent. of Lock Shares shall be released should the volume weighted average price of Shares on AIM over any five trading period during the Orderly Market Period exceed 200 per cent. of the Issue Price.

Number of Lock Shares Released Period from Admission 20% of Lock Shares 12 months 20% of Lock Shares 15 months 30% of Lock Shares 18 months all remaining Lock Shares 24 months

In addition: (a) the Company’s brokers from time to-time will have five business days to place the relevant Lock Shares during the Orderly Market Period, following which the selling party may sell through their own broker or agent; and (b) the Locked-in Persons undertake to Beaumont Cornish and the Joint Brokers to consult with them in good faith in order to ensure that any disposal does not create a disorderly market in the Company’s Shares and in doing so shall have due regard to the reasonable representations of Beaumont Cornish and the Joint Brokers prior to any disposals.

Further details of the lock-in and orderly market arrangements are set out in paragraph 10.10 of Part VII of this document.

17 OPTIONS AND WARRANTS The Company does not have a formal option scheme however it has granted options over 19,606,277 Shares (representing 6.2 per cent. of the Enlarged Share Capital (on a fully diluted basis) to directors and other members of the management team to subscribe for Shares at a price of US$0.048 (being approximately 3.4 pence and based upon the issue price per Share of the equity fundraise completed on 21 May 2021. Details of the holders of the options, the exercise price for relevant options, the vesting periods and grant dates are included in paragraph 9 of Part VII (Additional Information) of this document.

The Company has further resolved that it may, following Admission, issue up to a further 5,000,000 options over Shares to Directors and Key Management at a premium to be agreed to the then prevailing mid-market price the day prior to issue.

In connection with the Placing and Admission, the Company (subject to Admission) has agreed to issue to Beaumont Cornish 1,818,182 warrants, Peterhouse Capital 1,511,754 warrants and Shard Capital 742,792 warrants over Shares with an exercise price equal to a 50 per cent. premium to the Issue Price in respect of Peterhouse Capital and Shard Capital and at the Issue Price in respect of Beaumont Cornish (together the “Advisor Warrants”), which in aggregate represent 3.6 per cent. of the Placing Shares. Further details of the terms of the Adviser Warrants are set out in paragraph 10.6 to 10.8 of Part VII (Additional Information) of this document.

In aggregate the Company has granted options and/or warrants over 23,679,005 Shares representing 7.5 per cent. of the Enlarged Share Capital (on a fully diluted basis).

18 DIVIDEND POLICY The nature of the Group’s business means that it is unlikely that the Directors would be in a position to recommend a dividend in the early years following Admission. The Directors believe that the Group should seek to generate capital growth for its Shareholders but may recommend distributions at some future date, if and when it becomes commercially prudent to do so. The Directors envisage that any recommendation

46 04_261407 Bradda Head_pp26_pp49.qxp 08/07/2021 21:33 Page 47

in respect of a dividend would likely follow a sale of one or more of the Group’s projects, or other form of exit. There can accordingly be no assurance or expectation that the Company will declare and pay, or have the ability to declare and pay, any dividends at any point in the future.

19 CORPORATE GOVERNANCE

Relationship Agreement A relationship agreement has been entered into by the Company, Beaumont Cornish, Shard Capital, Peterhouse Capital, Galloway Limited, James Mellon and Anthony Baillieu pursuant to which Galloway Limited and Mr. Baillieu ownership of shares in the Company is regulated. A summary of the relationship agreement is set out in paragraph 10.9 of Part VII of the Document.

QCA Code and Committees AIM quoted companies are required to adopt a recognised corporate governance code on Admission, however, there is no prescribed corporate governance regime in the UK for AIM companies. The Directors recognise the importance of sound corporate governance commensurate with the size and nature of the Group and the interests of its Shareholders and have adopted the QCA Code.

The QCA has published the Corporate Governance Code 2018, a set of corporate governance guidelines, which include a code of best practice comprising principles intended as a minimum standard for small and midsize quoted companies, particularly AIM Companies.

On Admission, the Board will comprise two executive directors and four non-executive directors, reflecting a blend of different experiences and backgrounds. Two Non-Executive Directors (being Euan Jenkins and Alex Borrelli) are regarded as independent. The Board intends to meet regularly to review, formulate and approve the Group’s strategy, performance and corporate actions. To enable the Board to discharge its duties, all Directors will receive appropriate and timely information. Briefing papers will be distributed to all Directors in advance of Board meetings. All Directors will have access to the advice and services of the Finance Director, who will be responsible for ensuring that the Board procedures are followed, and that applicable rules and regulations are complied with. In addition, procedures will be in place to enable the Directors to obtain independent professional advice in the furtherance of their duties, if necessary, at the Company’s expense. Further details on how the Company intends to comply with the QCA Code, from Admission, are included in paragraph 19 of Part VII of this document.

Whilst there is no equivalent corporate governance code that must be adopted by BVI incorporated companies, the BVI Companies Act brings with it a more formalised approach to corporate governance particularly in the areas of the laws and rules as to directors’ duties and liabilities and shareholders’ rights which apply to all BVI companies. These are described in more detail in paragraph 5 of Part VII of this document. The Directors are not aware of any breach by the Company of the applicable BVI requirements.

The Board also addresses issues relating to internal control and the Company’s approach to risk management. The Company has adopted an Anti-Corruption and Bribery Policy, which will be implemented throughout the Group from Admission.

There is no requirement under the BVI Companies Act for periodic re-election of directors, although the Company’s Articles provide and obligation for a third of directors to retire by rotation each year.

The Company has also established a remuneration committee (the “Remuneration Committee”) and an Audit, Risk and Compliance committee (the “Audit Committee”), with formally delegated duties and responsibilities.

Remuneration Committee The Remuneration Committee, which will comprise at least two non-executive directors, is currently made up of Alex Borrelli and Euan Jenkins (Chair of the Remuneration Committee). It is responsible for the review and recommendation of the scale and structure of remuneration for the executive Directors and senior management, including any bonus arrangements or the award of share options with due regard to the interests of Shareholders and the performance of the Company. The Remuneration Committee will meet at

47 04_261407 Bradda Head_pp26_pp49.qxp 08/07/2021 21:33 Page 48

least once a year or at other times during the year as required. In exercising their role, the members of the Remuneration Committee shall have regard to, inter alia, the recommendations put forward in the QCA Code.

Key responsibilities of the Remuneration Committee include: l Establishment of a Board policy for the remuneration of the Directors and senior management of the Group; l Setting the remuneration of Directors and senior management in line with the implemented policy; and l Monitoring of directors and senior management performance in terms of set targets, and awards of incentives.

Audit, Risk and Compliance Committee The Audit, Risk and Compliance Committee, which will comprise at least two non-executive directors, is currently made up of Euan Jenkins, Ian Stalker and Alex Borrelli, (Chair of the Audit Committee) and meets not less than two times a year or at other times during the year as required. The Audit Committee is responsible for making recommendations to the Board on the appointment of auditors and the audit fee and for ensuring that the financial performance of the Company is properly monitored and reported on. In addition, the Audit Committee receives and reviews reports from management and the auditors relating to the interim report, the annual report and accounts and the accounting and internal control systems in use throughout the Group.

In terms of the audit function the key responsibilities of the Audit, Risk and Compliance Committee include: l Meeting at least twice a year, both of these being with the external auditors; l Propose to the Board an external auditor for appointment, including approval of external auditor’s fees; l Monitoring external auditor’s independence and objectivity during the external audit process; l Monitor and review effectiveness of Group’s internal controls environment and risk management process, including documentation of internal controls and procedures; l Ensure integrity of financial statements, including annual and interim reports, and all announcements relating to financial aspects of the Group, including trading announcements and price sensitive information; l Reviewing significant financial issues and judgements; l Review annual and interim financial statements, and challenge their basis of preparation; l Review the effectiveness of the Company’s internal controls and risk management systems; l Review the Company’s procedures for detecting fraud; l Review the Company’s whistleblowing procedures; and l Review adequacy and effectiveness of Company’s anti-money laundering systems and controls.

In terms of the risk function the key responsibilities of the committee include: l review and challenge the adequacy and effectiveness of the Company’s internal financial controls and report on them for the purposes of the annual report; l review the adequacy and security of the Company’s whilst blowing arrangements; and l review the Company’s procedures for detecting fraud and the prevention of bribery and review any reports on any non-compliance.

20 TAKEOVER FRAMEWORK AND OTHER SHAREHOLDER PROTECTIONS The Takeover Code will not apply to the Company on Admission as the Company is incorporated and registered in the British Virgin Islands and has its registered office in the British Virgin Islands. The Company’s Articles contain a number of mandatory bid obligations which are described in paragraph 5.11 of Part VII of this document.

48 04_261407 Bradda Head_pp26_pp49.qxp 08/07/2021 21:33 Page 49

Additionally, in order to seek to provide Shareholders with certain protections which would not be available as a result of this, the Articles provide as follows: l Pre-emption rights for existing Shareholders on issues of new shares for cash; l Annual general meetings held on 21 clear days’ notice and general meetings on 14 days’ clear notice; l Powers for the board to investigate the share register of the Company; l Obligation of a third of directors to retire by rotation each year; l Ability of the Shareholders to requisition meetings and propose resolutions; and l Obligations on Shareholders to declare interests in Shares.

The Board believes that shareholder register transparency is important for the benefit of Shareholders as a whole and where the Board has a reasonable belief that an owner of shares is not acting in compliance with these obligations, the Board will pursue actions aimed at ensuring shareholder register transparency in line with the relevant provisions of the AIM Rules and, if necessary, the Board is willing to use and enforce the rights provided under the Articles for this purpose. These include an ability to suspend the voting and dividend rights of Shares that do not respond to the Board’s request for details of the ownership of the relevant Shares. However, the inclusion of the above-mentioned provisions in the Articles will not necessarily ensure compliance with Rule 17 of the AIM Rules for Companies.

21 SHARE DEALING POLICY The Board has adopted the Share Dealing Policy in order to comply with Rule 21 of the AIM Rules relating to Directors, persons discharging managerial responsibilities and Applicable Employees (as defined in the AIM Rules for Companies) dealings in Shares. It also complies with the requirements of the Market Abuse Regulations. The Share Dealing Policy applies to the Directors, persons discharging managerial responsibilities and other relevant employees of the Company. The Share Dealing Policy provides that there are certain periods during which dealing in Shares cannot be made. Such periods include the periods leading up to the publication of the Company’s financial results, including interim results, and any periods in which the Directors, persons discharging managerial responsibilities and other relevant employees may be in possession of inside information. In addition, a clearance procedure must be followed before any dealings by persons subject to the Share Dealing Policy can take place (including dealings by persons closely associated with them).

22 TAXATION General information regarding certain aspects of UK and BVI taxation are set out in paragraphs 14 and 15 of Part VII of this document respectively. These details are intended only as a general guide to the current tax position under UK and BVI taxation law. If an investor is in any doubt as to his tax position he should consult his own independent financial adviser immediately.

Investors subject to tax in other jurisdictions are strongly urged to contact their tax advisers about the tax consequences of holding Shares.

23 RISK FACTORS Shareholders and other prospective investors in the Company should be aware that an investment in the Company involves a high degree of risk. Your attention is drawn to the risk factors set out in Part II of this document.

24 FURTHER INFORMATION Shareholders should read the whole of this document, which provides additional information on the Company, Bradda Head Limited and the Projects, and should not rely on summaries of, or individual parts only of, this document. Your attention is drawn, in particular, to Part II of this document setting out key Risk Factors.

49 05_261407 Bradda Head_pp50_pp63.qxp 08/07/2021 21:34 Page 50

PART II

RISK FACTORS

There are significant risks associated with the business and operations of the Group. Prior to making an investment decision in respect of the Shares, prospective investors should consider carefully all of the information within this document, including the following risk factors. The Directors believe the following risks to be the most significant for potential investors. However, the risks listed do not necessarily comprise all those associated with an investment in the Group. In particular, the Group’s performance may be affected by changes in market or economic conditions and in legal, regulatory and/or tax requirements. Additionally, there may be risks not mentioned in this document of which the Directors are not aware or believes to be immaterial but which may, in the future, adversely affect the Group’s business and the market price of the Shares.

If any of the following risks were to materialise, the Group’s business, financial condition, results or future operations could be materially and adversely affected. In such cases, the market price of the Shares could decline and an investor may lose part or all of their investment. Additional risks and uncertainties not presently known to the Directors, or which the Directors currently deem immaterial, may also have an adverse effect upon the Group and the information set out below does not purport to be an exhaustive summary of the risks affecting the Group.

Before making a final investment decision, prospective investors should consider carefully whether an investment in the Group is suitable for them and, if they are in any doubt should consult with an independent financial adviser authorised under FSMA which specialises in advising on the acquisition of shares and other securities.

RISKS RELATING TO THE GROUP’S BUSINESS Exploration and development risks The Group’s projects are at an early stage with only Burro Creek East containing a Mineral Resource.

Mineral exploration and development involves a high degree of risk. Few properties which are explored are ultimately developed into producing mines. It is impossible to ensure that any of the exploration programmes planned by the Group will result in a profitable commercial operation. Success in defining Mineral Resources and Mineral Reserves is the result of a number of factors, including the level of geological and technical expertise, the quality of land available for exploration and other factors. Once mineralization is discovered, it may take several years of drilling and development until production is possible during which time the economic feasibility of production may change. The economics of developing mineral properties are affected by many factors, including: the cost of operations and the performance of full-scale future commercial production operations, variations in the grade of mineralization, the presence of contaminants, fluctuations in the end price of lithium, the costs of reagents, fluctuations in exchange rates, costs of development, infrastructure and processing equipment and such other factors as government regulations, including regulations relating to royalties, land use, allowable production, importing and exporting of minerals and environmental protection. In addition, the grade of mineralization ultimately mined may differ from that indicated by drilling results and such differences could be material.

The Group will continue to rely upon consultants and others for exploration and development expertise. Substantial expenditures will be required to establish resources and reserves through drilling, to develop mineral processes to extract the product from the resource and, in the case of new properties, to develop the mining and processing facilities and infrastructure at any site chosen for mining. Although substantial benefits may be derived from the discovery of a major deposit, no assurance can be given that mineralisation will be discovered in sufficient quantities and/or quality to justify commercial operations or that funds required for development can be obtained on a timely basis. The economics of developing mineral properties is affected by many factors including the cost of operations, variations in the grade of the resource mined, fluctuations in mineral markets, importing and exporting of minerals and environment protection. As a result of these uncertainties, there can be no assurance that mineral exploration and development of the Group’s properties will result in profitable commercial operations.

50 05_261407 Bradda Head_pp50_pp63.qxp 08/07/2021 21:34 Page 51

Unproven processing and extraction techniques In order to achieve future commercial production, certain of the Group’s projects will ultimately require processing techniques for the extraction of lithium which are not currently commercially proven.

The Burro Creek East, Burro Creek West and Wikieup Projects are lithium clay exploration projects. There are a number of other lithium clay projects in the USA that are at an advanced stage of exploration or feasibility study. However, to the best of the Directors’ knowledge, no lithium clay deposits have yet gone into commercial production and the metallurgical process required to extract lithium from clay deposits and produce sufficiently pure lithium carbonate has not yet been commercially demonstrated, although the Sonora lithium clay project in Mexico owned by Bacanora Lithium Plc has been producing a 99.9 per cent. Li2Co3 product via a fairly conventional process route for 4 years in a pilot plant. In addition, potential contaminants in the clay excavated from the Group’s Project sites, have the potential to impair the commercial extraction of lithium if not addressed in the processing stage.

The Group’s Pennsylvania Brine Project, and, due to their geographic location, any other similar US-based oilfield brine projects that the Group might acquire in the future, will not be able to utilise the traditional solar evaporation pond processes that are used in the mainstream commercial production of lithium from salar brine deposits. The commercial extraction of lithium from the Group’s Pennsylvania Brine Project, and any other similar US-based oilfield brine projects that the Group might acquire in the future, will likely need to use processes and technologies that have not yet been commercially demonstrated or commercially demonstrated at scale in this context, such as the use of mechanical separation, membrane technology and/or solvent extraction. In addition, potential contaminants in any brines extracted from the Group’s Pennsylvania Brine project, or any other similar US-based oilfield brine projects that the Group might acquire in the future, may impair the commercial extraction of lithium.

The development of the processes and technologies for the aforementioned projects may be subject to unforeseen operational, technical and other challenges, which may cause significant delays. There can be no guarantee that the aforementioned projects will be able to commercially produce lithium on an economically beneficial basis, or formally demonstrate that the commercial production of lithium is feasible.

Title dispute in relation to the Wikieup Project Some of the Group’s Wikieup Project’s claims overlap either wholly or in part with Lode Claims made by Big Sandy Inc., covering properties which the Directors believe may have been improperly staked. Any areas of overlap with third party claims will either need to be adjudicated or negotiated in order for lithium to be extracted by the Group and/or Big Sandy Inc. US Counsel have confirmed that based on an examination of the Big Sandy Inc. Lode Claim location notices and filings, there are apparent defects with respect to staking and filing which could lead to a competent court making a determination that all, or a substantial number, of the Big Sandy Inc. claims are void. Until such time as this is resolved, whether by commercial agreement or by a competent court, the rightful title to these overlapping claims will not be clear.

The Group is currently engaged in correspondence with Hawkstone regarding the validity of Big Sandy Inc.’s Lode Claims that overlap some of the Group’s own Lode Claims at Wikieup. Whilst the Directors believe that many of Big Sandy Inc.’s claims are invalid, there is no certainty that this will be the final outcome of this matter. The Group cannot rule out the risk of it becoming subject to potential litigation in respect of the Overlapping Claims which could be costly and cause diversion of management attention or cause delays in the exploration of the Wikieup Project. The Group’s business, revenue, financial condition, profitability, results, prospects and/or future operations could be materially adversely affected by such actions.

Cheto Option In respect of Burro Creek East Project and parts of the Burro Creek West Project, the Company’s rights to those properties are held through an option and presently in respect of the Burro Creek East Project only Cheto has the right to extract and process minerals from that property although Zenolith has access rights for exploration. In the event that Cheto does not comply with its obligations under the Cheto Option, Zenolith may not be able to obtain title to the Burro Creek East. In this scenario Zenolith would have to attempt to enforce its rights in the local courts which may be a time consuming and expensive exercise.

51 05_261407 Bradda Head_pp50_pp63.qxp 08/07/2021 21:34 Page 52

Furthermore, under the Cheto Option the Company is required to pay certain amounts to Cheto should it choose to exercise the option. There can be no guarantee that it will have sufficient funds to do so at a time in the future should it then want to do so and therefore may need to source additional funds to make this payment or, in extreme, pay be unable to exercise the option due to insufficient funds thereby impacting on its future growth plans.

Commodity prices The development and success of any project of the Group will be primarily dependent on the future price of lithium and other minerals. Commodity prices are subject to significant fluctuation and are affected by a number of factors which are beyond the control of the Company. Such factors include, but are not limited to, interest rates, exchange rates, inflation or deflation fluctuations in the value of the United States dollar and foreign currencies, global and regional supply and demand, and political and economic conditions. An increased interest in lithium exploration activities has the potential to lead to an increase in the overall supply of lithium into the global market in the medium to longer-term, which could lead to decline in lithium prices. The price of lithium and other commodities have fluctuated widely in recent years, and future prices declines could cause any future development of and commercial production from the Group’s properties to be uneconomic. Depending on the price of lithium and other commodities, projected cash flow from any future mining operations may not be sufficient and the Group could be forced to discontinue its projects and may lose its interest in, or may be forced to sell, some of its properties. Future production from any of the Group’s projects is dependent on lithium prices that are adequate to make such projects economically feasible.

Furthermore, the lithium price environment may have an impact on the Company’s ability to raise future funds for exploration, development or expanding its mining activities given the impact the lithium price will have on investor appetite for the sector. A depressed lithium price for a prolonged period could impact on the availability, cost and form of funds for the Group’s future development.

Estimates of Mineral Reserves and Mineral Resources Estimates of Mineral Reserves and Mineral Resources for exploration and development projects are, to a large extent, based on the interpretation of geological data obtained from drill holes and other sampling techniques and feasibility studies which derive estimates of costs based upon anticipated tonnage and mineralization grades to be mined, extracted and processed, the configuration of the areas of mineralization, expected recovery rates, estimated operating costs, anticipated climatic conditions and other factors.

Mineral Resource Estimates are estimates only and no assurance can be given that any particular grade, stripping ratio or grade of minerals will in fact be realised or that an identified reserve or resource will ever qualify as a commercially mineable (or viable) deposit which can be legally and economically exploited. As a result of these uncertainties, there can be no assurance that any potential Mineral Resources defined by the Group’s exploration programmes will result in profitable commercial mining operations.

Title risks The Group has interests in its project areas through private leases, mining leases, mineral exploration permits and Lode Claims. Certain disputes may arise with mining properties such as disputes over title and over the precise areas and location of such project areas. Although the Company believes it has taken reasonable measures to ensure proper title to its projects, there is no guarantee that title will be not be challenged or impaired. Although title to its project areas has been reviewed by the Company, no assurances can be given that there are no title defects affecting the project areas. Challenges to the title of the project areas in which the Company has an interest may result in the loss or reduction of the Company’s interest in its project areas. In addition, the Company may be unable to conduct work on the project areas as permitted or to enforce its rights with respect to its operations. While the Company intends to take all reasonable steps to do so, there can be no assurance that the Company will be successful in maintaining title to its project areas.

Water rights and water supply The development of the Group’s projects into commercial lithium producing operations will require continuing physical availability and secure legal rights to significant quantities of water for mining activities and related support facilities and potentially the ability to process and return water into the groundwater system. At

52 05_261407 Bradda Head_pp50_pp63.qxp 08/07/2021 21:34 Page 53

present, the volumes of water that will be required for the operations of the Group’s various projects are unknown. Water rights are subject to regulation in the territories where the Group’s projects are located, particularly in Arizona and Nevada, and the securing and managing of water rights can be quiet challenging and requires expertise.

Restrictions on the Group’s ability to access the necessary water rights, water supplies or water infrastructure may adversely affect, restrict or curtail future operations at the Group’s project sites. Inadequate supplies of water, or disruption in supplies of water, could result in reduced levels of operations, which could have a negative effect on the project’s future financial performance.

Risk of flooding The area of Arizona where the Group’s Burro Creek Projects and Wikieup Project are located can experience seasonal flash flooding due to locally intense rainfall from thunderstorms common during the southwestern North America monsoon season. Any significant flooding of the Group’s project area may lead to a disruption or shut down of the Group’s exploration activities. Flooding may also cause disruption to future mining operations at the Group’s project sites.

Environmental regulation Environmental and safety legislation (e.g. in relation to reclamation, disposal of waste products, protection of wildlife and otherwise relating to environmental protection) may change in a manner that may require stricter or additional standards than those now in effect, a heightened degree of responsibility for companies and their directors and/or employees and more stringent enforcement of existing laws and regulations. There may also be unforeseen environmental liabilities resulting from past or future exploration or mining activities, which may be costly to remedy. If the Group is unable to fully remedy an environmental problem, it may be required to stop or suspend operations or enter into interim compliance measures pending completion of the required remedy. The potential exposure may be significant and could have a material adverse effect on the Group. The Group has not purchased insurance for environmental risks (including potential liability for pollution or other hazards as a result of the disposal of waste products occurring from exploration and production) as it is not generally available at a price which the Group regards as reasonably proportionate to the risk to the Group’s activities.

Environmental approvals and permits Environmental approvals and permits are currently, and may also in future be, required in connection with the Group’s operations. In order to obtain such permits and approvals the Group may need to produce risk assessments and impact assessments which account for the local wildlife, natural habitat and archaeological issues. These assessments take time and cost to produce and if they are more expensive or extensive than the Board expected they could impact the Company’s work programme and the speed at which it develops its projects. Failure to comply with applicable approvals and permits may result in enforcement actions, including orders issued by regulatory or judicial authorities against the Company, causing operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment, or remedial actions.

Further licences and permits required A number of the Group’s regulatory permits or regulatory consents are required to be renewed annually. In relation to the San Domingo MEP, an MEP expires at the end of the fifth year (in the case of the San Domingo MEP, being 20 July 2021) and on expiry the Company intends to file an application for a replacement MEP covering the same area. Also, the Lode Claims made by the Group are unpatented and require a valid discovery to obtain a patented title, which gives exclusive title to the locatable minerals. In any case there is currently an indefinite moratorium on issuing patented mineral claims in the United States. The Company will also be required to obtain further environmental and technical permits for the construction and development of its commercial operations. There is a risk that these further permits, concessions and licences may not be granted, which would have a significant material adverse effect on the Company. In addition, the granting of such approvals and consents may be withheld for lengthy periods, or granted subject to satisfaction of certain conditions which the Company cannot or may consider impractical or

53 05_261407 Bradda Head_pp50_pp63.qxp 08/07/2021 21:34 Page 54

uneconomic to meet. Licences and permits may also be withdrawn or may not be renewed. As a result of any such delays or inability to exploit such discoveries, the Company may incur additional costs or losses.

Operations The Company’s lithium projects involve a number of risks and hazards, including industrial accidents, labour disputes, unusual or unexpected geological conditions, equipment failure, changes in the regulatory environment, environmental hazards and weather and other natural phenomena such as earthquakes and floods. The Group’s activities may be delayed or reduced as a result of any of the above factors. Such occurrences could result in human exposure to pollution, personal injury or death, environmental and natural resource damage, monetary losses and possible legal liability, any of which could materially adversely affect the Company’s results of operations.

Infrastructure The Company’s lithium projects depend to a significant degree on adequate infrastructure. In the course of developing its operations the Company may need to construct and support the construction of infrastructure, which includes permanent water supplies, power, transport and logistics services which affect capital and operating costs. Unusual or infrequent weather phenomena, sabotage, government or other interference in the maintenance or provision of such infrastructure or any failure or unavailability in such infrastructure could materially adversely affect the Company’s operations, financial condition and results of operations.

Reliance on third parties The Company will be reliant on third party service providers and suppliers to provide equipment, infrastructure and raw materials required for the Company’s business and operations and there can be no assurance that such parties will be able to provide such services in the time scale and at the cost anticipated by the Company.

Reliance on key personnel and management The Group’s business and future management is substantially dependent on the expertise and continued services of its directors, employees and consultants. The loss of the services of any such person could have a material adverse effect on the Group’s business. The Group cannot guarantee the retention of its directors, employees and consultants nor that it will be able to continue to attract and retain such employees, and failure to do so could have a material adverse effect on the financial condition. results or operations of the Group.

Transportation infrastructure Central to the Group’s ability to become a commercial mining operation is access to a transportation system through which it can transport future Lithium product to customers. If the Company cannot access local infrastructure to support its mining activities its ability to commercialise its lithium product will be affected, margins may be reduced and the performance of the Group will be negatively impacted.

Risk relating to Mortgages over Leased Property The Group holds a number of leases over property in Pennsylvania and following Admission, the Directors intend to pursue the leasing of further oilfield-brine acreage, which may be in the current area of focus in Pennsylvania or elsewhere in the USA. Certain of the properties are leased from freehold owners who own the land subject to mortgages from banks or their ownership is subject to security granted to third parties. The rights of the Group to develop leased land in Pennsylvania may be adversely affected should any security holder enforce rights to the land.

Area of Critical Environmental Concern In respect of Federal land Federal agencies are also required by the National Environmental Policy Act to prepare detailed environmental evaluations of major Federal actions significantly affecting the human environment, which include mining. Where the proposed mining is located within, or near, an area considered

54 05_261407 Bradda Head_pp50_pp63.qxp 08/07/2021 21:34 Page 55

to be environmentally sensitive (such as an area designated by BLM as an Area of Critical Environmental Concern (“ACEC”)), then heightened scrutiny of the action will likely apply during the NEPA process, potentially further slowing and politicizing the process.

The Burro Creek West Project is located within Burro Creek Riparian and Cultural ACEC and immediately adjacent to Clay Hills ACEC. Designation as an ACEC means that the relevant public land requires special management when such areas are developed or used to protect and prevent irreparable damage to important historic, cultural, or scenic values, fish and wildlife resources, or other natural systems or processes, or to protect life and safety from natural hazards. This means that prior to authorising mining activity the BLM will need to consult with non-governmental organizations and tribal entities who will be entitled to object to the required Federal permit approvals for mining and/or request additional protective measures or mitigation. In particular there maybe objections to Zenolith siting groundwater production and/or roads because of the sensitivity of protecting the riparian corridor stream flow around Burro Creek. If non-governmental organizations and/or tribal entities do raise objections then this is likely to make the process of applying for the relevant permits more expensive and time consuming and the Group may also incur additional costs complying with the required protective measures and mitigation. Such costs may make mining activity in this area uneconomical.

Tribal Land Risk Some of the land in respect of the Wikieup Project that form part of the Overlapping Claims is owned by the Hualapai Indian Tribe. This area contains a Cofer Hot Spring and the tribe may oppose any mining related activities on Lode Claims on the adjacent lands in order to preserve this area.

In the event that the Group wishes to carry out mining activities in this area which involve the disturbance of in excess of five acres then the BLM will require a plan of operations to be submitted and the public and/or local tribes will have an opportunity raise objections to the plan or propose protective measures or mitigation. This is likely to make the process of applying for the relevant permits more expensive and time consuming and the Group may also incur additional costs complying with the required protective measures and mitigation. Such costs may make mining activity in this area uneconomical.

A condition of the work programme for Burro Creek East is that, in the event that if certain archaeological, paleontological, or historical site or objects, or human remains or funerary objects greater than 50 years old are discovered, then all work shall cease and the Group is to contact the relevant authorities in Arizona. Although the Group has already surveyed the land it is planning to drill for these items and discovered none there is still a possibility that some will be uncovered. If this is the case it is likely to cause delay to the Group’s drill programme and lead to cost of the drill campaign increasing.

State land within the Wikieup Project Land forming part of the Wikieup Project and over which either Zenolith or the Group have made Placer Claims and/or Lode Claims will require the Group to obtain additional Mineral Exploration Permits from the Arizona State Land Department before carrying out mining activities on these lands. There can be no guarantee that Zenolith or the Group will be successful in their application for such permits or that third parties will not obtain such permits first. In the event that such permits are not obtained it may limit the Group’s ability to fully develop the Wikieup Project.

Third Party Rights of way over sections of the Wikieup Project There are several third party linear rights of way of varying widths and related grants by BLM that cut across the Wikieup Project including power lines, roads, phone lines and a water pipeline. These rights may affect the ability to develop and utilize certain of the claims for mining purposes. In the event that such rights interfere with the proposed mining operations the claim holder may need to negotiate with the right holder and the BLM to relocate the right of way which is often expensive. This will therefore negatively impact that economic viability of such mining operations.

55 05_261407 Bradda Head_pp50_pp63.qxp 08/07/2021 21:34 Page 56

Need for additional capital The Group’s three flagship projects are not expected to produce cashflow in the near term and their ultimate success will depend in part upon the Group’s ability to develop these projects to commercialisation. That development will require capital and whilst the Board are confident they have sufficient capital for at least the next 18 months, after that period the Company may need to raise further capital to fund the development of these projects. The Group is currently loss making and has negative cash flow; there is no assurance that the Group will be able to raise capital or generate cash flow in the future or that it will be successful in achieving a return on Shareholders’ investment. If the Group’s projects are not successful, there can be no assurance that the Company will be able to identify alternative investments, business or projects. If additional funds are raised through the issuance of new equity or equity-linked securities of the Company other than on a pro rata basis to existing Shareholders, the percentage ownership of the existing Shareholders may be reduced. Shareholders may also experience subsequent dilution and/or such securities may have preferred rights, options and pre-emption rights senior to the Shares. The Company may also issue shares as consideration shares on acquisitions or investments which would also dilute Shareholders’ respective shareholdings.

Ability to exploit projects The Group intends to invest in the development of lithium deposits which is speculative and involves a significant degree of risk. It is possible that the Group may not be able to commercially exploit any projects it holds an interest in. In addition, the mineral deposits of any projects held or acquired by the Group may not contain economically recoverable lithium grades, and even if there are economically recoverable resources, technical difficulties may make the resources difficult to exploit.

San Domingo Claims Portions of the San Domingo Project RP3 and RP4 claims within Maricopa County may not be validly located consistent with regulatory requirements although these areas are relatively minor in size in relation to the entire claim block. In addition, there is a senior third party claim in conflict with the WP claims. To the extent this senior third party claim is desirable for project exploration or development activities, the Company may have to acquire the necessary rights from the claimant; failure or a delay in doing so could damage the Company’s development plans at San Domingo.

RISKS RELATED TO UNITED STATES Government regulation and political risk The Group primarily operates in a ‘first world’ jurisdiction and its operating activities are subject to laws and regulations governing expropriation of property, health and worker safety, employment standards, waste disposal, protection of the environment, mine development, land and water use, prospecting, mineral production, exports, taxes, labour standards, occupational health standards, toxic wastes, the protection of endangered and protected species and other matters. While the Group believes that it is in substantial compliance with all material current laws and regulations affecting its activities, future changes in applicable laws, regulations, agreements or changes in their enforcement or regulatory interpretation could result in changes in legal requirements or in the terms of existing permits and agreements applicable to the Group or its properties, which could have a material adverse impact on the Group’s current operations or planned development projects. This may increase the cost of production at the Group’s projects in the United States. Where required, obtaining necessary permits and licences can be a complex, time consuming process and the Group cannot assure whether any necessary permits will be obtained on acceptable terms, in a timely manner or at all. The costs and delays associated with obtaining the necessary permits and complying with these permits and applicable laws and regulations could stop or materially delay or restrict the Group from proceeding with any future exploration or development of its properties.

Sovereign risks The Group may be adversely affected by changes in economic, political, judicial, administrative, taxation or other regulatory factors in the US, the UK or elsewhere. These risks and uncertainties include, but are not limited to: inflation; labour unrest; risk of war or civil unrest; expropriation and nationalisation; renegotiations or nullification of existing concessions, permits and contracts; illegal mining; changes in the mining law and/or environmental regulation or taxation policy; restrictions on foreign exchange and repatriation; terrorist

56 05_261407 Bradda Head_pp50_pp63.qxp 08/07/2021 21:34 Page 57

activities; extreme fluctuations in currency exchange rates and changing political conditions, currency controls and government regulations that favour or require the awarding of contracts to local contractors or require foreign contractors to employ citizens of, or purchase supplies from, a particular jurisdiction.

RISKS RELATED TO NEVADA AND ARIZONA Economic, political and regulatory risks The Group conducts its activities in Nevada, Arizona and Pennsylvania. The Group is reliant on the cooperation and support for its operations from officials representing the Nevada, Arizona and Pennsylvania State governments. The future support of Nevada, Arizona and Pennsylvania States and local governments cannot be guaranteed.

There can be no assurance that future political and economic conditions in Nevada and/or Arizona and/or Pennsylvania will not result in its Government adopting different policies in relation to foreign development and ownership over rights to exploit Mineral Reserves. Any such changes in policy may result in changes in laws affecting ownership of assets, taxation, rates of exchange, environmental protection, labour relations, repatriation of income, return of capital and other areas, each of which may affect both the Group’s ability to undertake operations and development activities in respect of the manner currently contemplated, as well as its ability to continue to explore in, and produce from, those properties in respect of which it has obtained exploration and production rights to date.

The political climate in Nevada, Arizona and Pennsylvania is currently stable and generally held to offer a favourable outlook for foreign investments. However, there is no guarantee that it will remain so in the future and changes in the government, regulatory and legislative regimes cannot be ruled out.

Mineral rights and claims in Nevada and Arizona The Group is subject to both state and Federal law. The Group has secured mineral exploration permits, a mineral lease and has located a number of unpatented Lode Claims and Placer Claims on BLM Land in both Arizona and Nevada. These claims, permits and lease any others acquired in the future, are subject to requirements, including certain financial commitments which, if not fulfilled, could result in the suspension or ultimate forfeiture of the relevant claims or permits. The Group must also comply with existing standards, laws and regulations that may result in the Group incurring greater costs and/or suffering delays, depending on the nature of the activity to be permitted and the permitting authority.

Failure by the Group to acquire and retain the necessary mining and environmental concessions, licences and permits or government consent, revocation of an existing concession or permit, failure to renew a concession, licence or permit or failure to obtain a concession, licence or permit that is required to move from one stage of the industry cycle to another could have a material adverse effect on the Group’s financial performance and may lead to a reduction in the carrying value of assets and may jeopardise the viability of the projects. Where the Group fails to timely pay mining claim maintenance fees or comply with its work programme, expenditure commitments including the minimum expenditure requirements outlined in the relevant legislation or other obligations in respect of any such concessions, licences or permits, then the said concession, licence or permit may be lost, forfeited or not renewed by the grantor, or the relevant surface area may be reduced.

Changes in state or Federal mining law There have been proposals in the United States to reform the 1872 Mining Law to convert it to a leasing regime requiring the payment of royalties. These proposals typically gain momentum when the legislative control in either the U.S. House of Representatives or Senate shifts to the Democratic Party, which occurred in 2021. Recent bills have been introduced, but they are not expected to pass. However, there is no guarantee that these conditions will remain so in the future and changes in the regulatory and legislative regimes cannot be ruled out.

Future Applications Present exploration activity may be conducted under existing leasehold rights and pursuant to notices of intent or plans of operation filed with national regulatory authorities. Mining claims are subject to modest

57 05_261407 Bradda Head_pp50_pp63.qxp 08/07/2021 21:34 Page 58

annual fees and subject to renewal at that time. Non-payment can result in forfeiture of the right of entry. Rights of entry on private land are usually secured by long-term leases under which rental payments are being made. Non-payment of rent may result in loss of the right to enter and use the private land. Future mineral development and extraction will be subject to compliance with regulatory authorities controlling mining operations and environmental impacts, and permits will need to be secured and issued at that time. The duration of those permits will be determined at the time of future issuance.

Renewal of MEP numbers 08-120901 and 08-120903 and 08-118824 not verified Zenolith is the legal and beneficial owner of the Burro Creek MEPs (being MEPs numbered 08-120901 and 08-120903) and the MEP covering part of the San Domingo Project (being MEP with number 08-118824). The Arizona State Land Department (“ASLD”) has issued the MEPs indicating that the Burro Creek MEPs have been renewed through the first annual period ending on 20 June 2020. Arizona legal counsel has confirmed that whilst renewal applications were duly filed and accepted on 1 June 2021, it is unable to verify that renewal applications were filed for the period 1 June 2020 to 31 May 2021. The terms specifically provide that a MEP automatically terminates at the end of each annual period if the permittee does not expend the prescribed amounts on exploration, submit proof of the amount expended, and file a renewal application. Notwithstanding the foregoing, the Company has received written assurance from ASLD that the MEPs will not be administratively terminated (it being noted that ASLD operations during this period were impacted by Covid 19 measures). As a matter of caution the Company has started to process to file applications for replacement MEPs covering the same areas. In relation to the San Domingo MEP, an MEP expires at the end of the fifth year (in the case of the San Domingo MEP, being 20 July 2021) and on expiry the Company intends to file an application for a replacement MEP covering the same area. If any of the MEPs were terminated, and for any reason not renewed or replaced (which the Company does not believe will be the case), whilst the relevant land is not critical to the development of the relevant Projects, in particular the Burro Creek Project and noting that the Burro Creek inferred resource estimate (as set out in the Competent Person’s Report at Part IV of this document) is not contained within this land area, any loss of title to the MEPs would reduce the Zenolith land area under development.

RISKS RELATED TO BRITISH VIRGIN ISLANDS BVI Economic Substance (Companies and Limited Partnerships) Act, 2018 The BVI ES Act, as amended, came into effect on January 1, 2019. It, together with the rules published by the BVI International Tax Authority (the “ITA”) on 9 October 2019 and updated on 10 February 2020, set out the laws on economic substance (the “BVI ES Laws”) and their effect on legal entities like the Company and Bradda Head Limited formed in the British Virgin Islands. The Company and Bradda Head Limited are required to consider its respective economic substance position on an annual basis on and from 30 June and to file annual reports in the British Virgin Islands each year disclosing whether or not it is carrying out relevant activities (within the meaning of the BVI ES Law), and if it is, it must comply with its obligations as regards economic substance. The implication for non-compliance is, broadly, that the ITA may issue penalties and, potentially, apply to court in the British Virgin Islands to liquidate non-compliant entity.

The Company and BHL have each taken advice from its British Virgin Islands counsel as to the steps it should take to comply with the BVI ES Laws. Currently these steps are minimal. However, should either of these companies be regarded as conducting a relevant activity other than that of “holding business” (within the meaning of the BVI ES Laws), that company may be subject to more onerous substance requirements, which they cannot meet. If this occurs the board would seek to mitigate this risk either by seeking to fulfil the relevant substance requirements or relocating the central management and control of these entities to a jurisdiction where the relevant company can establish economic substance. However, there can be no guarantee that the relevant company does not establish domicile in a jurisdiction where the tax burden is relevantly high. Should the relevant company’s domicile be established in a jurisdiction where the tax burden of the relevant company is higher than currently the case in BVI this would be likely to have a negative impact on the Group’s financial position.

RISKS RELATING TO AN INVESTMENT IN THE SHARES Trading and performance of Shares The AIM Rules are less demanding than those of the Premium Segment of the Official List and an investment in a company whose shares are traded on AIM is likely to carry a higher risk than an investment in a company

58 05_261407 Bradda Head_pp50_pp63.qxp 08/07/2021 21:34 Page 59

whose shares are admitted to the Premium Segment of the Official List. It may be more difficult for investors to realise their investment in a company whose shares are traded on AIM than to realise an investment in a company whose shares are admitted to the Premium Segment of the Official List. The share price of publicly traded, early stage companies can be highly volatile. The price at which the Shares will be traded and the price at which investors may realise these investments will be influenced by a large number of factors, some specific to the Group and its operations and some which may affect quoted companies generally. The value of Shares will be dependent upon the success of the operational activities undertaken by the Group and prospective investors should be aware that the value of the Shares can go down as well as up. Furthermore, there is no guarantee that the market price of a Share will accurately reflect its underlying value.

Volatility of share price The trading price of the Shares may be subject to wide fluctuations in response to a number of events and factors, such as variations in operating results, announcements of innovations or new services by the Group or its competitors, changes in financial estimates and recommendations by securities analysts, the share price performance of other companies that investors may deem comparable to the Company, news reports relating to trends in the Company’s markets, large purchases or sales of Shares, liquidity (or absence of liquidity) in the Shares, currency fluctuations, legislative or regulatory changes and general economic conditions. These fluctuations may adversely affect the trading price of the Shares, regardless of the Company’s performance.

Future sales of Shares could adversely affect the price of the Shares Certain Shareholders have given lock-in undertakings that, save in certain circumstances, they will not until twelve months following Admission, dispose of the legal or beneficial ownership of, or any other interest in, Shares held by them at Admission. There can be no assurance that such parties will not effect transactions upon the expiry of the lock-in or any earlier waiver of the provisions of their lock-in. The sale of a significant number of Shares in the public market, or the perception that such sales may occur, could materially adversely affect the market price of the Shares.

Shareholders not subject to lock-in arrangements and, following the expiry of twelve months following Admission (or earlier in the event of a waiver of the provisions of the lock-in), Shareholders who are otherwise subject to lock-in arrangements, may sell their Shares in the public or private market and the Company may undertake a public or private offering of Shares. The Company cannot predict what effect, if any, future sales of Shares will have on the market price of the Shares. If the Company’s Shareholders were to sell, or the Company was to issue a substantial number of Shares in the public market, the market price of the Shares could be materially adversely affected. Sales by the Company’s Shareholders could also make it more difficult for the Company to sell equity securities in the future at a time and price that it deems appropriate.

Dividends There can be no assurance as to the level of future dividends. The declaration, payment and amount of any future dividends of the Company are subject to the discretion of the Directors and will depend upon, amongst other things, the Company’s earnings, financial position, cash requirements, availability of profits, as well as provisions for relevant laws or generally accepted accounting principles from time to time. Although the Board intends to pay dividends to Shareholders in the future, there can be no assurance that the Company will declare and pay, or have the ability to declare and pay, any dividends in the future.

Forward looking statements This document contains forward-looking statements that involve risks and uncertainties. The Group’s results could differ materially from those anticipated in the forward-looking statements as a result of many factors, including the risks faced by the Group, which are described above and elsewhere in the document. Additional risks and uncertainties not currently known to the Directors may also have an adverse effect on the Group’s business.

59 05_261407 Bradda Head_pp50_pp63.qxp 08/07/2021 21:34 Page 60

Currency Risk The Company’s funds following the Placing will predominately be denominated in Sterling, a significant portion of the Group’s expenses will be in US Dollars. As a result, fluctuations in currency exchange rates could have a material adverse effect on the financial condition, results of operation or cash flow of the Group. The Company does not currently intend to enter into any hedging arrangements with respect to foreign currencies.

Competition The mining industry is competitive in all of its phases. The Group faces strong competition from other companies in connection with the acquisition of mineral properties producing, or capable of producing, as well as for the recruitment and retention of qualified employees. Larger companies, in particular, may have access to greater financial resources, operational experience and technical capabilities than the Group which may give them a competitive advantage.

THE SPECIFIC AND GENERAL RISK FACTORS DETAILED ABOVE DO NOT INCLUDE THOSE RISKS ASSOCIATED WITH THE GROUP WHICH ARE UNKNOWN TO THE DIRECTORS.

ALTHOUGH THE NEW BOARD WILL SEEK TO MINIMISE THE IMPACT OF THE RISK FACTORS, INVESTMENT IN THE COMPANY SHOULD ONLY BE MADE BY INVESTORS ABLE TO SUSTAIN A TOTAL LOSS OF THEIR INVESTMENT. INVESTORS ARE STRONGLY RECOMMENDED TO CONSULT AN INVESTMENT ADVISER AUTHORISED UNDER FSMA WHO SPECIALISES IN INVESTMENTS OF THIS NATURE BEFORE MAKING ANY DECISION TO INVEST.

60 05_261407 Bradda Head_pp50_pp63.qxp 08/07/2021 21:34 Page 61

PART III

APPLICABLE REGULATORY FRAMEWORKS

The following is a summary of elements of the regulatory frameworks that may apply to the Group’s activities. Further details of these regulatory frameworks can be found in paragraph 3 of the Competent Person’s Report at Part IV of this document.

USA State Specific Regulatory frameworks Federally owned land located in Arizona and Nevada On federally owned land, claimants can locate mining claims on land open to mineral entry which if properly located and maintained provide the right to develop and extract the minerals. There are three federal classifications of minerals: locatable, leasable and saleable. Lithium is a locatable mineral and the use of federal land will be through the General Mining Law of 1872 (“GML”) and the BLM’s administration of mining claims and its mining regulations.

The GML allows for any citizen to go onto federal land that is open to location and stake a mining claim (lode, placer, mill site or tunnel site) upon the discovery of a ‘valuable mineral deposit’ (which is a legal term of art). Federal regulations and state law set forth the requirements for staking claims and subsequently recording claim notices with the BLM (who administers all mining claims regardless of the federal land manager) and in the relevant county records. Previously staked mining claims can be purchased from private parties and are maintained through the payment of a small annual fee payable to the BLM. By statute, fee title to a mining claim can be obtained (via the issuance of a patent) from the federal government if the claim in fact contains a valuable mineral deposit, although there has been a moratorium in place to prevent the grant of patents since 1994 with no end in sight.

Lode claims cover veins or lodes having well defined boundaries and include rock-in-place bearing valuable mineral deposits (typically gold in quartz veins, copper, etc.). Lode claims are a maximum of 1,500 linear feet by 600 feet in width (~20.66 acres).

Placer claims cover all deposits not subject to lode claims and include placer gold and certain non-metallic bedded or layered deposits (e.g., gypsum and limestone). Placer claims located by an individual cannot exceed 20 acres in size. Placer claims located by an association of up to eight persons cannot exceed 160 acres (20 acres per person). Importantly, placer association claims cannot be transferred to an individual, trust, corporation, or other business entity without demonstrating the discovery of a valuable mineral deposit on each 10 acre portion of each claim prior to a transfer.

Mill site claims are limited to 5 acres and must be located on non-mineral land for purposes of supporting ancillary mining activities.

The BLM administer exploration and mining subject to operator submitted notices of intent or plans of operations subject to approval under BLM’s mining regulations (43 CFR Subpt. 3809). The BLM’s approval of mine plans of operations invokes agency compliance with a number of federal laws including the National Environmental Policy Act (NEPA), the ESA and the National Historic Preservation Act (NHPA). Other federal laws may be applicable to the operator’s activities including the Clean Water Act and Clean Air Act and separate permits under those federal laws may be required. Nevada’s BLM requires substantial analysis of existing baseline conditions of all applicable environmental resources prior to submittal or approval of mine plans of operations and coordinates all federal approvals with state agencies who will issue approvals for water quality protection, closure and reclamation (Nevada’s Division of Environmental Protection and Bureau of Mining Regulation and Reclamation (BMRR)).

Arizona – state and privately owned land Arizona mining framework On land owned by the State of Arizona, the Arizona State Land Department manages the issuance of mineral exploration rights and mining licencing using a comprehensive, well established system. In general, two main types of permits will be applicable , exploration permits and mineral leases.

61 05_261407 Bradda Head_pp50_pp63.qxp 08/07/2021 21:34 Page 62

Licence framework on privately owned land Private land mineral rights can be acquired in a variety of ways such as leases, options or purchase. Most agreements have associated royalties and depending on the status of ownership of the surface and mineral estate, leases can have a separate surface agreement for access and disturbance. If a mine is eventually developed, it is most desirable to purchase the land and/or mineral rights subject to honouring any royalty payments.

Mineral Exploration Permits on State owned land Mineral Exploration Permits are issued for a period of one year, subject to annual renewal, for an aggregate period not to exceed five years. Mineral Exploration Permits have minimum size of rectangular subdivisions of 20 acres, more or less, or lots, in one section and are subject to maximum size of a section (typically 640 acres more or less).

During the period that permits are in effect, the permittee has the exclusive right to conduct exploration type activities on the state land covered by the permit. Dependent on the activities proposed in a Geological Field Operations Plan, archaeological and native plant clearances may be required.

At the end of the five years for which the permit is granted, the permittee can submit an application to obtain a new Mineral Exploration Permit. At any time prior to termination, and upon the discovery of a valuable mineral deposit, the permit holder may submit an application for a Mineral Lease.

Mineral leases on State owned land Mineral Leases are issued for a period of 20 years with a preferred right to renew the lease for an additional term of 20 years. Mineral Leases have a minimum size similar to a Mineral Exploration Permit but may cover areas across multiple sections, so they are not limited to a maximum size.

Mineral Leases grant the exclusive right to conduct mining operations on the land covered by the lease. A Mineral Development Report, which is a comprehensive document, comprised of a geologic evaluation, economic feasibility, environmental assessment, mine operation and reclamation and closure plans, must be submitted with the Mineral Lease application. An archaeological survey and biological evaluation is required.

Prior to conducting any mining operations on the land covered by the lease, the lessee must receive authorization from the Arizona State Land Department in the form of approved Mine Operation and Reclamation and Closure Plans and requisite reclamation bonding.

Lease and permit fees for State Lands Both Mineral Exploration Permits and Mineral Leases have de minimis application fees of US$500, which also applies to subsequent renewal periods. Mineral Exploration Permits are subject to annual rent of US$1.00 per acre, with the first two years collected upon issuance of the permit, and the subsequent years collected upon applications for the renewal periods. The annual rent for Mineral Leases vary according to the terms and conditions of the Mineral Lease. Mineral Exploration Permits are subject to minimum annual expenditure requirements of US$10.00 per acre per year for years one and two and USD$20.00 per acre per year for years three to five.

Mineral Exploration Permits are not subject to royalties. Mineral Leases are subject to fixed rate royalties which are subject to annual adjustment based on the U.S. Department of Labor’s Producer Price Index, or a sliding-scale rate which is linked to the commodity price and the operation’s break-even price. There is a statutory minimum royalty rate of 2 per cent. of gross value for mineral leases, however, most royalties are established at 5 per cent. to 6 per cent..

Environmental considerations for operations on State and Private Lands The conduct of exploration and mining will be subject to environmental laws and regulations The specifics will depend on the nature of the operation, the jurisdiction of issuance, and ownership of property. The environmental laws may also include certain major federal laws (ESA, Clean Air Act, Clean Water Act, etc.).

62 05_261407 Bradda Head_pp50_pp63.qxp 08/07/2021 21:34 Page 63

Environmental legislation is largely enforced by the requirement of permits. For a Mineral Exploration Permit on State land, demonstration of compliance with certain applicable permits is required in conjunction with obtaining approval of a Geological Field Operations Plan submitted at the time during the term of the Mineral Exploration Permit. The same system applies for a State land Mineral Lease, which has an environmental assessment as part of the mineral development report, submitted on lease application. Without the correct permits in place an exploration permit or a mineral lease may be violated.

Each of the lithium projects in Arizona in which the Group has an interest, will require some volume of water as they are developed. Arizona has adopted the prior appropriation doctrine, meaning “first in time is first in right”, subject to a determination of available unappropriated water, and water rights must be put to beneficial use or lost. The Arizona Department of Water Resources (ADWR) regulates the appropriation of surface water and, in certain areas, the abstraction of groundwater. Active Management Areas (AMSs) have been designated surrounding five of the main cities and towns in the state and three significant farming areas have been designated Irrigation Non-Expansion Areas. Outside of AMAs, groundwater may be withdrawn and used for reasonable and beneficial use, including mining, without a permit. Use of this groundwater, however, does require filing a Notice of Intent to drill with the ADWR.

Burro Creek and Wikieup are outside of all designated areas, whilst San Domingo straddles the boundary of the Phoenix AMA and the Board plans to source water for this project from outside of that AMA. The Directors are confident that sufficient water can be obtained for its projects as other local miners in the area have been able to do so.

Nevada Future exploration and/or mining operations are currently anticipated only on federal land in Nevada. Accordingly, no description as to state or privately owned land has been included in this document. Please refer to the description of the regulatory framework in respect of federally owned land specified above in respect of the Group’s interests in Nevada.

Water quantity is also an important issue for lithium mining and the use of water is governed by state law and the State Engineer, the head of Nevada Division of Water Resources. Like Arizona, Nevada has also adopted the prior appropriation doctrine. Recently, Nevada established laws to promote the use of nominal amounts of groundwater for exploration purposes, but the long term use of groundwater will require a permit and depend on availability in the relevant hydrographic basin. Nevada has 256 such basins and some are designated as requiring special management and such designation provides the State Engineer the authority to prioritize water uses and develop special overdraft regulations. The Spencer Project is located in a designation basin and the Wilson Salt Flat is not. It is not uncommon for mining operations to purchase available irrigation rights and pursue the conversion of that use to mining purposes when needed.

Pennsylvania Surface and mineral ownership in Pennsylvania is private. Minerals, oil and gas, and coal are all leased separately. Generally, there are no “all mineral leases” that encompass both minerals and oil and gas into one lease. Thus, it is possible to have three separate leases on one property. Furthermore, in Pennsylvania, while there can be split estates, in the area of interest much of the ownership is not split estate, so in most cases the occupier of the surface is also the mineral/oil and gas owner.

63 06_261407 Bradda Head_pp64_pp190_CPR.qxp 08/07/2021 21:28 Page 64

PART IV

A COMPETENT PERSON'S REPORT

ON THE LITHIUM ASSETS OF BRADDA

HEAD

Prepared For Bradda Head Holdings Limited and Beaumont Cornish Limited

Report Prepared by

SRK Consulting (UK) Limited UK31312

name to work with template script in local application 030613

64 06_261407 Bradda Head_pp64_pp190_CPR.qxp 08/07/2021 21:28 Page 65

SRK Consulting Bradda Head CPR - Details

COPYRIGHT AND DISCLAIMER Copyright (and any other applicable intellectual property rights) in this document and any accompanying data or models which are created by SRK Consulting (UK) Limited ("SRK") is reserved by SRK and is protected by international copyright and other laws. Copyright in any component parts of this document such as images is owned and reserved by the copyright owner so noted within this document. The use of this document is strictly subject to terms licensed by SRK to the named recipient or recipients of this document or persons to whom SRK has agreed that it may be transferred to (the “Recipients”). Unless otherwise agreed by SRK, this does not grant rights to any third party. This document may not be utilised or relied upon for any purpose other than that for which it is stated within and SRK shall not be liable for any loss or damage caused by such use or reliance. In the event that the Recipient of this document wishes to use the content in support of any purpose beyond or outside that which it is expressly stated or for the raising of any finance from a third party where the document is not being utilised in its full form for this purpose, the Recipient shall, prior to such use, present a draft of any report or document produced by it that may incorporate any of the content of this document to SRK for review so that SRK may ensure that this is presented in a manner which accurately and reasonably reflects any results or conclusions produced by SRK. This document shall only be distributed to any third party in full as provided by SRK and may not be reproduced or circulated in the public domain (in whole or in part) or in any edited, abridged or otherwise amended form unless expressly agreed by SRK. Any other copyright owner’s work may not be separated from this document, used or reproduced for any other purpose other than with this document in full as licensed by SRK. In the event that this document is disclosed or distributed to any third party, no such third party shall be entitled to place reliance upon any information, warranties or representations which may be contained within this document and the Recipients of this document shall indemnify SRK against all and any claims, losses and costs which may be incurred by SRK relating to such third parties.

SRK Legal Entity: SRK Consulting (UK) Limited SRK Address: 5th Floor Churchill House 17 Churchill Way Cardiff, CF10 2HH Wales, United Kingdom. Date: July 2021 Project Number: UK31312 SRK Project Director: Mike Armitage Corporate Consultant (Resource Geology)

SRK Project Manager: Martin Pittuck Corporate Consultant (Mining Geology)

Client Legal Entity: Bradda Head Holdings Limited

Client Address: 4th Floor Viking House Nelson Street

Douglas Isle of Man IM1 2AH

31312 Bradda Head CPR_v45.docx July 2021 65 06_261407 Bradda Head_pp64_pp190_CPR.qxp 08/07/2021 21:28 Page 66

SRK Consulting Bradda Head CPR – Table of Contents Executive Summary

Table of Contents: Executive Summary

1 INTRODUCTION ...... I 2 ASSET SUMMARY ...... I 3 EXPLORATION EXPENDITURE LIABILITIES ...... III 3.1 Burro Creek East ...... iii 3.2 Burro Creek West ...... iv 3.3 Wikieup ...... v 3.4 San Domingo ...... vi 3.5 Wilson Salt Flat ...... vi 3.6 Spencer ...... vii 3.7 Pennsylvania Brine ...... vii 4 DEVELOPMENT STRATEGY AND BUDGET ...... VIII

List of Tables: Executive Summary Table ES 1: Asset Summary ...... ii Table ES 2: Land Holding Costs and Exploration Expenditure Commitments ...... iii

31312 Bradda Head CPR_v45.docx July 2021 Page i of i 66 06_261407 Bradda Head_pp64_pp190_CPR.qxp 08/07/2021 21:28 Page 67

SRK Consulting (UK) Limited 5th Floor Churchill House 17 Churchill Way Cardiff CF10 2HH Wales, United Kingdom E-mail: [email protected] URL: www.srk.com Tel: + 44 (0) 2920 348 150

The Directors The Directors

Bradda Head Holdings Limited Beaumont Cornish Limited 4th Floor Viking House Building 3 Nelson Street 566 Chiswick High Road Douglas London Isle of Man W4 5YA IM1 2AH

EXECUTIVE SUMMARY A COMPETENT PERSON'S REPORT ON THE LITHIUM ASSETS OF BRADDA HEAD

1 INTRODUCTION

SRK Consulting (UK) Limited (“SRK”) has been requested by Bradda Head Holdings Limited (hereinafter also referred to as “BHHL”, the “Company” or the “Client”), to prepare a Competent Persons Report (“CPR”) on the portfolio of lithium (the “Lithium Assets” or the “Assets”) owned by Zenolith (USA) LLC, (“Zenolith”) and Verde Grande LLC (“Verde Grande”) in the United States of America (“USA”).

BHHL, previously called Life Science Developments Limited (“LIFE”), is a delisted company previously quoted on the London Stock Exchange AIM Market (“AIM”). Bradda Head Limited (“Bradda Head”), which was acquired by BHHL during January 2018, was formed to channel investment into the Lithium Assets. After an initial investment of USD 500,000, Bradda Head held a 10% share of the Lithium Assets but following a restructuring completed during Q1 2021, Bradda Head now holds a 100% interest in the assets through Zenolith and Verde Grande.

The states in which the Assets occur are generally considered to be mining friendly with long histories of mining and comprehensive systems to manage exploration and mining rights.

2 ASSET SUMMARY

The Lithium Assets are all at an early stage of exploration with the exception of Burro Creek East for which a Mineral Resource has been estimated. These are summarised in accordance with the AIM Note for Mining, Oil and Gas Companies in Table ES 1 below; a more detailed summary is given in Table 2-1.

Registered Address: 21 Gold Tops, City and County of Newport, NP20 4PG, Group Offices: Africa Wales, United Kingdom. Asia SRK Consulting (UK) Limited Reg No 01575403 (England and Wales) Australia Page 1 of 127 Europe North America South America 67 06_261407 BraddaHead_pp64_pp190_CPR.qxp08/07/202121:28Page68

SRK Consulting Bradda Head CPR – Executive Summary

Table ES 1: Asset Summary

Asset Holder Interest Status Licence Expiry Date Licence Area Comments Maiden Resource Estimate completed, further drilling is planned Arizona, USA. St Cloud along with metallurgical testwork in the next 18 months. Zenolith Burro Creek 100% Development Lease expires 31 March 2026 1.45 km2 / Cheto holds an exclusive option to acquire 100% of the state mineral East leases which can be extended to 22/1/2024. Arizona, USA. State Mineral exploration Exploration ground surrounding much of Burro Creek East; only Burro Creek Zenolith 100% Exploration permits expire 21 June 2024 2.33 km2 mapping work completed to date. East Extension Mapping and surface sampling completed. Initial resource drilling Zenolith and metallurgical testwork planned in the next 18 months. Licenses Arizona, USA. Mining claims in perpetuity 5.26 km2 placer claims and and St are placer claims and lode claims which mostly overlap each other. Burro Creek 100% Exploration subject to payment of fees and 6.02 km2 overlapping lode Cloud / Zenolith holds an exclusive option to acquire 100% of 12 of the West working the property claims Cheto placer claims from StCloud/Cheto (0.97 km2); the remainder of the area is 100% owned by Zenolith. 9.71 km2 Placer claims and Mapping and surface sampling completed, ground holding Arizona, USA. Mining claims in perpetuity 12.87 km2 Lode claims which expansion underway. Iinitial drilling and metallurgical testwork Wikieup subject to payment of fees and mostly overlap each other; planned in the next 18 months. Zenolith 100% Exploration (Zenolith working the property both sets of claims marginally claims) overlap Hawkstone Lode Some claims overlap Hawkstone Mining’s claims on which a claims Mineral Resource has been estimated. Arizona, USA. Mining claims in perpetuity 5.74km2 Lode claims which

68 Wikieup Verde subject to payment of fees and See Section 5.3.2 for description of overlapping claims. 100% Exploration entirely overlap Hawkstone (Verde Grande Grande working the property Lode claims claims) Surface mapping and rock chip sampling completed around Mining claims in perpetuity Arizona, USA. historical small scale pegmatite mines, further mapping and Zenolith 100% Exploration subject to payment of fees and 8.15 km2 San Domingo modelling work may identify drilling targets on a number of Federal working the property Lode claims and an MEP. Mining claims in perpetuity Preliminary surface sampling and geophysics completed. Potential Nevada, USA. subject to payment of fees and for drilling to commence in the next 18 months pursuant to a further Zenolith 100% Exploration 13.6 km2 Wilson Salt Flat working the property work programme. Property held through federal placer mining claims. Mining claims in perpetuity Preliminary surface sampling. Potential for drilling to commence in Nevada, USA. Zenolith 100% Exploration subject to payment of fees and 11.8 km2 the next 18 months pursuant to a further work programme. Spencer workin g the property Property held through federal placer mining claims. Pennsylvania, 10 year primary term from Land position established, further data analysis to be undertaken USA. Zenolith 100% Exploration September 2018, option to 1.78 km2 and potentially increase land holdings in next 18 months. Land Pennsylvania extend for 15 years held through private bi-lateral leases. Brine

31312 Bradda Head CPR_v45.docx July 2021 Page ii of viii

06_261407 Bradda Head_pp64_pp190_CPR.qxp 08/07/2021 21:28 Page 69

SRK Consulting Bradda Head CPR – Executive Summary

3 EXPLORATION EXPENDITURE LIABILITIES

The mineral title agreements come with a minimum annual spend commitment per unit area, the total is therefore different for each project. The amounts increase slightly each year.

Table ES 2: Land Holding Costs and Exploration Expenditure Commitments

Annual Minimum Spending Commitment Project (USD) Burro Creek East 50,000 Burro Creek West 22,605 Burro Creek East Extension (MEP) 11,520 Wikieup 59,965 Wilson Salt Flat 27,729 Spencer 24,090 Pennsylvania Brines 15,000 San Domingo 11,715 Total 222,624

3.1 Burro Creek East

The Burro Creek lithium clay project is located in central western Arizona, USA, some 10 km from the operating Bagdad copper mine. The tenements consist of State Mineral Leases on land owned by the State of Arizona which extend over a total area of 1.45 km2. Zenolith has an option agreement in place with the parties to whom the concessions are currently granted to increase its holding to 100% upon the exercise of this option. Archaeological, flora and fauna surveys, have been completed and approved by the Arizona State Land Department: Natural Resources Division Minerals Section, which allowed for the commencement of a drill programme.

In June 2019, Zenolith secured an additional 2.33 km2 of Mineral Exploration Permits on adjacent state-owned mineral tracts (Burro Creek East Extension); but environmental and archaeological survey work (expected to take 2-3 months) and exploration work programmes have yet to start on these new areas. There are no option agreements on these new leases (Burro Creek East Extension), rather Zenolith owns them outright. Ongoing claim staking may secure further ground in this project area.

On the State Leases, Zenolith’s recent drill sampling, mapping, geophysics and surface sampling have shown a sub-horizontal lithium clay-rich layer (up to 96 m thick in one drill intersection excluding an internal barren parting) to be present in outcrop or at shallow depth within the Burro Creek project area.

The extent, thickness and grade of the deposit in the claims has been established following a programme of 14 Reverse Circulation drillholes completed during 2018 by Bradda Head. SRK has reported an Inferred Mineral Resource according to JORC Code Guidelines in the Burro Creek East area of 42.6 Mt of lithium bearing clays at an average grade of 818 ppm lithium for 185 Kt lithium carbonate equivalent (LCE) and at an average grade of 3.3 % potassium for 1.4 Mt contained potassium using a cut-off grade of 300 ppm lithium.

31312 Bradda Head CPR_v45.docx July 2021 Page iii of viii 69 06_261407 Bradda Head_pp64_pp190_CPR.qxp 08/07/2021 21:28 Page 70

SRK Consulting Bradda Head CPR – Executive Summary

There is also good potential to add to this resource estimate in future by extending the drilled area into the eastern part of the original leased area and also into the recently acquired Mineral Exploration Permit areas to the north, west, and southeast of the leased area. Burro Creek East has additional exploration potential for extensions to the current model of between 20 and 60 Mt grading between 600 and 1,000 ppm Li containing 50,000 to 300,000 tonnes of lithium carbonate equivalent in the original State Lease package and further, as yet unquantified potential in the newly added Mineral Exploration Permit areas. Future work programmes include infill drilling, extension drilling and advancing metallurgical studies.

Bradda Head has undertaken preliminary mineralogical and sulphuric acid leach processing testwork on trench samples from the project area and initial results indicate good leach extraction recoveries.

The Burro Creek lithium clay deposit can be compared to other lithium clay projects in the USA and Mexico that are at an advanced stage of exploration or feasibility study; these are typically up to 50 m thick with grades ranging from 1,000 ppm to 5,000 ppm Li; however, none are yet in commercial production.

SRK Comments

The Maiden Mineral Resource estimate for Burro Creek East project is encouraging; there is good potential to increase the deposit tonnage in the eastern and western state lease area and SRK supports the strategy of expanding the area covered by drilling. The recent addition of Mineral Exploration Permits more than doubles the contiguous area on which exploration may eventually be conducted.

3.2 Burro Creek West

Burro Creek West is located in central Arizona some 1–5 km west of the Burro Creek East.

The tenements consist of 65 placer mining claims covering a total area of 5.26 km2 and 72 lode claims covering an area of 6.02 km2. Zenolith has an option agreement in place with the parties to whom the concessions are currently granted to increase its holding in the 12 placer claims (CP1 to CP12) to 100% upon the exercise of this option; these are a small portion of the Burro Creek West claim block and cover 0.97km2 located on land managed by the U.S. Bureau of Land Management (BLM). Zenolith owns 100% of all other Burro Creek West claims.

These placer and lode claims largely overlap each other; the purpose of these being to ensure that one or both sets of claims will allow Bradda Head relevant rights to the lithium clay deposits once the Company determines which is the more suitable claim type to hold for BLM land. Ongoing claim staking may secure further ground in this project area.

31312 Bradda Head CPR_v45.docx July 2021 Page iv of viii 70 06_261407 Bradda Head_pp64_pp190_CPR.qxp 08/07/2021 21:28 Page 71

SRK Consulting Bradda Head CPR – Executive Summary

The geology at Burro Creek West appears to be similar to that at Burro Creek East, the most significant characteristic being the presence of lithium bearing clays. Recent work by WIM in late 2018 included comprehensive geological mapping, selected surface sampling and a passive seismic survey line. The 68 surface sample assay results yielded an average grade of 603 ppm lithium and 2.4% potassium. Seven shallow trench samples returned assays an average of 723 ppm lithium.

The project is at an early stage, no recent drilling has been completed, nor has there been any metallurgical testwork. With the funds raised in conjunction with the proposed admission to AIM, Bradda Head proposes to complete an initial drilling programme to develop a maiden Mineral Resource estimate followed by metallurgical testwork.

SRK Comments

The work completed to date suggests there is good potential to develop a Mineral Resource at the project which will complement that already established for the nearby Burro Creek East project. Bradda Head will, however, need a year to conduct a plan of operations before any drilling may commence.

3.3 Wikieup

Wikieup is an early stage lithium clay exploration project located in central Arizona, some 20km from the Burro Creek East and West projects.

The Wikieup Project consists of 9.71km2 of unpatented federal placer mining claims comprising 120 claims located on land managed by the U.S. Bureau of Land Management (BLM). Bradda Head also has 154 (12.87 km2) lode claims which mostly overlap the placer claims to ensure that one or both sets of claims will allow Bradda Head relevant rights to the lithium clay deposits once the Company determines which is the more suitable claim type to hold for BLM land. Furthermore, Bradda Head has 71 lode claims (5.74km2) overlapping Hawkstone Mining’s claims in which a Mineral Resource of 32.5 Mt grading 1,850 parts ppm Li for 320,800 tonnes of lithium carbonate equivalent (LCE) has been reported by Hawkstone in 2019. Ongoing claim staking may secure further ground in this project area.

Bradda Head believes Hawkstone’s claims were improperly staked; therefore, whilst Hawkstone having defined a Mineral Resource may have a better right to the claimed minerals, the rightful title to these overlapping claims will ultimately not be clear until a resolution is reached, whether by way of commercial agreement or by adjudication by a competent court, further details are provided in Section 5.3.2.

Bradda Head has undertaken comprehensive geological mapping on and around its claims which revealed that the geology in the Wikieup project area is similar to that described at Burro Creek West and East projects, and comprises lithium-enriched lacustrine sediments of the Pliocene Big Sandy Formation interbedded with layers of tuff, sandstone and siltstone. The overlapping claims and some of the Bradda Head’s marginally-overlapping claims have outcrops of green clay which is the basis of the Hawkstone Mineral Resource, although lithium grades are known to be patchy in these clays, BHHL considers their ground to be prospective for finding lithium mineralisation.

31312 Bradda Head CPR_v45.docx July 2021 Page v of viii 71 06_261407 Bradda Head_pp64_pp190_CPR.qxp 08/07/2021 21:28 Page 72

SRK Consulting Bradda Head CPR – Executive Summary

Surface outcrop samples from all geological units on disputed and undisputed ground at Wikieup average 642.2 ppm Li; those from the favourable geological units average 814 ppm Li, which is similar to the average Mineral Resource grade at Burro Creek East (818 ppm) and to surface sample grades at Burro Creek West (589.0 ppm).

The Wikieup project is at a relatively early stage and Bradda Head intends to increase its landholding in the area and to commence drilling and metallurgical testwork in the next phase of exploration.

SRK Comments

The sampling and mapping work completed to date has succeeded in establishing the presence of lithium mineralised clays which appear to be similar to those found at the Burro Creek projects and Hawkstone’s Big Sandy project. Drilling by Hawkstone has resulted in a lithium clay Mineral Resource on the overlapping claims. SRK agrees that after careful assessment of the Hawkstone drilling results and Bradda Head’s mapping and sampling results, a series of shallow drillholes is warranted, to confirm thickness, grade and continuity of the clay units in previously undrilled areas.

For some of the project area there is uncertainty over the Company’s tenure which will be addressed through negotiation or legal adjudication, the timing of which is unknown.

3.4 San Domingo

San Domingo is a lithium pegmatite project in Arizona, USA, comprising a land holding of 8.15 km2 (out of which some 0.38 km2 is excised) covering much of a 6 km trend in which 10 lithium bearing pegmatite dykes have been identified historically, some of which were mined. Recent rock chip-channel sampling from 2016 to 2018 at many locations along the trend show that in several places the pegmatite dykes contain amblygonite and spodumene mineralised

zones with widths of 1 m to 5 m in which Li2O grades are in the range of 0.4% to 2.0%. Some small scale historical mining of lithium and tantalum minerals is reported.

Surface mapping / sampling, geophysics, and drillhole targeting using 3D modelling is planned.

SRK Comments

SRK considers some of the lithium grades to be in line with those reported for other pegmatite lithium mines which are mainly situated in Australia. SRK agrees with Bradda Head’s intention to progress work on the project with some further mapping and surface sampling in order to refine plans for a future drilling programme. It will be important to find more of the wider core zones identified to date in order to compete with the more advanced projects in the lithium pegmatite industry peer group. A phased drilling programme is justified in SRK’s opinion and if successful, the results should be sufficient to allow the estimation of a Mineral Resource eventually.

3.5 Wilson Salt Flat

Wilson Salt Flat is a salt-flat occurrence in Nevada, USA, 133 km east of Clayton Valley where Albemarle Corporation, the only lithium brine producer in the USA, has its Silver Peak lithium brine operation. Zenolith has a number of claims covering a contiguous area of 13.6 km2.

31312 Bradda Head CPR_v45.docx July 2021 Page vi of viii 72 06_261407 Bradda Head_pp64_pp190_CPR.qxp 08/07/2021 21:28 Page 73

SRK Consulting Bradda Head CPR – Executive Summary

At Wilson Salt Flat, lithium brines are interpreted to be present in basin sediments extending for several kilometres based on historical and recent geophysical surveys. Zenith’s recent reconnaissance surface sediment samples returned assay results of up to 192 ppm Li. A large sub-surface conductive zone beneath the anomalous surface results has been outlined by geophysical surveying, adding to the merit of this drill target.

Notices of Intent have been approved by the BLM, giving Bradda Head the ability to commence with a one-hole drilling programme.

SRK Comments

SRK considers that the geology of the area and the initial assay results to be encouraging and that the proposed drilling programme in the next phase of work is warranted. This will test the existence, depth extent and grade of lithium brines in the area and will allow a study into the economical extraction of lithium to a scoping level.

3.6 Spencer

Spencer is a salt-flat occurrence in Nevada, USA, 50 km northeast of Clayton Valley. Zenolith’s mining claims cover a contiguous area of 11.8 km2. Recent initial surface samples returned encouraging lithium grades ranging from 100 ppm to 550 ppm Li in three of five samples taken from the northern Spencer Hot Springs area. Spencer is considered to be a lithium brine exploration project.

SRK Comments

SRK considers that the geology of the area and the early assay results warrant further work and that the proposed geophysical programme in the next stage of work will cost-effectively test for the existence of brines at depth in the project area. Should this phase of work be successful then further actions would be to drill, estimate a Mineral Resource and advance the project to a scoping study level.

3.7 Pennsylvania Brine

An evaluation of the lithium brine potential of certain areas of Western Pennsylvania was completed by Bradda Head, which led to the identification of a target area, now called the Pennsylvania Brine Project, in which anomalous values of lithium, bromine and iodine in brine were identified by former oil and gas producers. Brine assays from wells within the project averaged 490 mg/L Li according to published reports from the Pennsylvania Geological Survey.

The Project is located in Western Pennsylvania, United States of America. To date, lease positions have been acquired from four landowners totalling 448.73 acres (1.8 km2). It is anticipated that additional land may be signed up in the future, possibly after initial well testing. This strategy should give Bradda Head a senior land position, effective control of the project area and should enable efficient extraction and processing operations to occur if justified from a technical point of view.

31312 Bradda Head CPR_v45.docx July 2021 Page vii of viii 73 06_261407 Bradda Head_pp64_pp190_CPR.qxp 08/07/2021 21:28 Page 74

SRK Consulting Bradda Head CPR – Executive Summary

SRK Comments

There are two historical oil wells approximately 4 miles apart in the same geological formation within the target area, suggesting a large volume of brine may be present. The lithium grades in brines from historical wells may allow economical extraction of lithium in future; however this is dependent on the successful development of a viable extraction method potentially using emerging “metal-organic framework membrane” technology. The targeted area appears to be prospective for lithium brines and further exploration is required to confirm and quantify this potential.

The initial exploration plan consists of a detailed basin analysis study to be completed prior to any drilling.

4 DEVELOPMENT STRATEGY AND BUDGET

After raising funds, Bradda Head intends to proceed with its exploration strategy on its existing mineral assets and expects to be able to bring new lithium projects into the company portfolio through continued claim staking and brokering deals with other exploration companies. Bradda Head intends to continue working with the teams that developed the project portfolio described in this document drawing on their experience in the mineral exploration industry.

Over the next 18 months, Bradda Head has budgeted a total exploration programme of some USD 5.4 million which covers overheads, land holding fees, IPO costs and the following key exploration activities:

• Burro Creek East: USD 270,000, for completing a 5 hole twinning programme on select RC holes an additional 5 holes to test for extensions of mineralized areas; there is also budget to add to the metallurgical testwork and to update the Mineral Resource. In future, though not currently budgeted, a second phase of drilling may be conducted to bring Inferred Mineral Resources into the Indicated and Measured categories, and the necessary metallurgical testwork and associated tasks to complete a prefeasibility study may be completed.

• Burro Creek West: USD 610,000 for a first phase of 10 drillholes which if successful should allow a maiden Mineral Resource estimate to be produced and preliminary metallurgical testwork to be completed.

• Wikieup: USD 1,600,000 for a first phase of 30 drillholes and a maiden Mineral Resource estimate, the budget also allows for conducting metallurgical testwork.

• San Domingo: USD 60,000 for completing additional surface sampling, geophysics, mapping and a 3D model study for drillhole targeting.

• Wilson Salt Flat: USD 200,000 for completing a one drillhole programme and associated metallurgical testwork on the brines for lithium extraction.

• Spencer: USD 30,000 for completion of a geophysical survey to determine the size of a potential brine aquifer.

• Pennsylvania USD 20,000 for completing technical work and a basin study.

31312 Bradda Head CPR_v45.docx July 2021 Page viii of viii 74 06_261407 Bradda Head_pp64_pp190_CPR.qxp 08/07/2021 21:28 Page 75

SRK Consulting Bradda Head CPR – Table of Contents Main Report

Table of Contents

1 INTRODUCTION ...... 1 1.1 Background ...... 1 1.2 Verification, Validation and Reliance ...... 1 1.3 Limitations ...... 2 1.4 Declarations ...... 2 1.5 Consent and Copyright ...... 2 1.6 Statement of Qualification ...... 3 1.7 Report Format ...... 3 2 PROJECT OWNERSHIP ...... 4 2.1 Company Descriptions ...... 4 2.2 Group Structure ...... 4 3 ASSET JURISDICTIONS ...... 9 3.1 Arizona ...... 9 Background ...... 9 Mineral Exploration Permits ...... 9 Mineral Lease (State Land) ...... 11 Mining Claims (Federal Land) ...... 11 Patented Mining Claim ...... 11 Unpatented Mining Claim ...... 11 Permitting ...... 12 Environmental Legislation ...... 12 Water Permitting Considerations ...... 13 3.2 Nevada ...... 13 Background ...... 13 Patented Mining Claim ...... 14 Unpatented Mining Claim ...... 15 Mineral Entries ...... 15 Permitting ...... 16 Environmental Legislation ...... 16 Water Permitting Considerations ...... 16 3.3 Pennsylvania ...... 18 4 LITHIUM MARKET OVERVIEW ...... 19 4.1 Introduction ...... 19 4.2 Hard Rock Deposits ...... 19 Introduction ...... 19 Clay Deposits ...... 21 Pegmatite Deposits ...... 22 4.3 Brine Deposits ...... 23

31312 Bradda Head CPR_v45.docx July 2021 Page i of v 75 06_261407 Bradda Head_pp64_pp190_CPR.qxp 08/07/2021 21:28 Page 76

SRK Consulting Bradda Head CPR – Table of Contents Main Report

Introduction ...... 23 Mature Salars ...... 25 Immature Salars ...... 26 Oilfield Brines ...... 27 5 ASSET DESCRIPTIONS ...... 28 5.1 Burro Creek East ...... 28 Location ...... 28 Licence Description ...... 28 Regional Geology ...... 32 Local Geology ...... 32 Exploration Work Completed ...... 34 Mineralogy and Metallurgical Testwork ...... 40 Mineral Resource Estimation ...... 43 Summary of Exploration Expenditure to Date ...... 54 Development Strategy and Exploration Programme ...... 54 SRK Comments ...... 55 5.2 Burro Creek West ...... 55 Location ...... 55 Licence and Tenement Status ...... 55 Deposit Geology ...... 57 Historic Exploration...... 58 Exploration mapping and sampling ...... 58 Metallurgical Test Work ...... 61 Summary of Exploration Expenditure to Date ...... 61 Development Strategy and Exploration Programme ...... 61 SRK Comments ...... 62 5.3 Wikieup ...... 62 Property Location ...... 62 Licence and Tenement Status ...... 63 Access and Infrastructure ...... 68 Topography, Climate, Relief ...... 68 Deposit Geology ...... 68 Historic Exploration...... 71 BHHL Work to date...... 71 Summary of Exploration Expenditure ...... 71 Development Strategy and Exploration Programme ...... 72 SRK Comments ...... 72 5.4 San Domingo ...... 73 Location ...... 73 Licence Description ...... 74

31312 Bradda Head CPR_v45.docx July 2021 Page ii of v 76 06_261407 Bradda Head_pp64_pp190_CPR.qxp 08/07/2021 21:28 Page 77

SRK Consulting Bradda Head CPR – Table of Contents Main Report

Regional Geology ...... 76 Local Geology ...... 76 Mineralisation ...... 77 Exploration Results...... 77 Summary of Exploration Expenditure to Date ...... 78 Development Strategy and Exploration Programme ...... 78 SRK Comments ...... 79 5.5 Wilson Salt Flat ...... 79 Location ...... 79 Licence Description ...... 79 Regional Geology ...... 83 Local Geology ...... 83 Mineralisation Model...... 84 Exploration Results...... 85 Summary of Exploration Expenditure to Date ...... 86 Development Strategy and Exploration Programme ...... 87 SRK Comments ...... 88 5.6 Spencer ...... 88 Location ...... 88 Licence Description ...... 88 Regional Geology ...... 91 Local Geology ...... 92 Mineralisation Model...... 92 Exploration Results...... 92 Summary of Exploration Expenditure to Date ...... 95 Development Strategy and Exploration Programme ...... 95 SRK Comments ...... 95 5.7 Pennsylvania Brine ...... 95 Location ...... 95 Licence Description ...... 96 Regional Geology ...... 97 Local Geology ...... 98 Mineralisation ...... 99 Exploration Results...... 99 Summary of Exploration Expenditure to Date ...... 99 Development Strategy and Exploration Programme ...... 99 SRK Comments ...... 100 6 CONCLUSIONS AND RECOMMENDATIONS ...... 101 6.1 Peer Group Review ...... 101 6.2 Exploration Budget and Plan ...... 101

31312 Bradda Head CPR_v45.docx July 2021 Page iii of v 77 06_261407 Bradda Head_pp64_pp190_CPR.qxp 08/07/2021 21:28 Page 78

SRK Consulting Bradda Head CPR – Table of Contents Main Report

6.3 SRK Comments ...... 102 7 REFERENCES ...... I

List of Tables Table 2-1: Summary of the Company’s Mineral Tenements ...... 6 Table 3-1: Salient licencing details - Arizona ...... 10 Table 3-2: Salient licencing details - Nevada ...... 14 Table 4-1: List of Largest Hard Rock Lithium Projects ...... 20 Table 4-2: List of Brine Lithium Projects ...... 24 Table 5-1: Burro Creek East Tenement Coordinates (UTM NAD83 zone12) ...... 31 Table 5-2: Pit optimisation parameters as of 21 September 2018* ...... 51 Table 5-3: Mineral Resource statement for the Burro Creek East Project as of 21 September 2018* ...... 52 Table 5-4: Burro Creek East Exploration Budget (as of date of listing) ...... 54 Table 5-5: Burro Creek West Tenement Boundary Coordinates (UTM NAD83 Zone 12) ...... 57 Table 5-6: Summary of Burro Creek West surface samples (Source: WIM, 2019)...... 60 Table 5-7: Burro Creek West Exploration Budget ...... 62 Table 5-8: Wikieup Project “W” Placer Claims Boundary Coordinates (UTM NAD83 Zone 12) .. 66 Table 5-9: Wikieup Project “X” and “Z” Lode Claims Boundary Coordinates (UTM NAD83 Zone 12)...... 67 Table 5-10: Summary of all surface sample assays for lithium and potassium ...... 71 Table 5-11: Wikieup Exploration Budget ...... 72 Table 5-12: San Domingo Tenement Coordinates (UTM NAD83 zone12) ...... 76 Table 5-13: San Domingo Exploration Budget ...... 79 Table 5-14: Wilson Salt Flat Tenement Coordinates (UTM NAD83 zone11) ...... 82 Table 5-15: Wilson Salt Flat Surface Samples ...... 85 Table 5-16: Wilson Salt Flat Exploration Budget ...... 87 Table 5-17: Spencer Tenement Coordinates (UTM NAD83 zone11) ...... 90 Table 5-18: Spencer Surface Samples ...... 93 Table 5-19: Spencer Exploration Budget ...... 95 Table 5-20: Pennsylvania Project: Historical Brine Assays (Dresel & Rose) ...... 99 Table 5-21: Pennsylvania Brine Exploration Budget ...... 100 Table 6-1: Summary Bradda Head 18 month Exploration Budget ...... 101

List of Figures Figure 2-1: Project ownership structure ...... 5 Figure 4-1: Clay and Pegmatite Lithium Projects ...... 21 Figure 4-2: Brine Lithium Projects ...... 25 Figure 5-1: Burro Creek Location Map ...... 28 Figure 5-2: Regional infrastructure map showing Burro Creek East (original State Mineral Lease package) and Burro Creek West licences ...... 29 Figure 5-3: Burro Creek East tenement boundaries...... 29 Figure 5-4: Geological map of the Burro Creek East project showing the outline of all tenements and locations of 2018 drillholes (Source: WIM, 2018) ...... 33 Figure 5-5: Lithium values of surface samples taken in the original package of Burro Creek East State Mineral Leases. BYK specialty clay pit shown with stippled black line (Source: WIM, 2019) ...... 35 Figure 5-6: Locations of Tromino passive seismic stations (Source: WIM, 2016) ...... 37 Figure 5-7: Profile of passive seismic line BC-01, showing drillhole BCRC18-01 and depth to Proterozoic basement, looking north (Source: WIM, 2016) ...... 37 Figure 5-8: Drillhole location map showing original Burro Creek East State Mineral Lease package, access roads and BYK’s specialty clay mine (orange outline). Compiled by WIM (2018)...... 38 Figure 5-9: Plan view of modelled fault blocks ...... 45 Figure 5-10: Plan of SRK modelled lithology surface expression ...... 45 Figure 5-11: Cross-sections through the SRK geological model ...... 46

31312 Bradda Head CPR_v45.docx July 2021 Page iv of v 78 06_261407 Bradda Head_pp64_pp190_CPR.qxp 08/07/2021 21:28 Page 79

SRK Consulting Bradda Head CPR – Table of Contents Main Report

Figure 5-12: Spatial distribution of high-grade Li samples. A) Histogram of Li values in TClay; B) Oblique view of the location of the high-grade Li samples ...... 47 Figure 5-13: Block model visual validation; plan and cross-sections...... 48 Figure 5-14: SRK classification of block model ...... 50 Figure 5-15: Burro Creek West tenement boundary map 1 (placer claims)...... 56 Figure 5-16: Burro Creek West project tenement boundary map 2 (lode claims) ...... 56 Figure 5-17: Geological map of the Burro Creek West project area, showing outline of placer claims. Mapping by WIM, 2018 ...... 59 Figure 5-18: Lithium in surface samples and outline of placer claims, Burro Creek West...... 60 Figure 5-19: Location map, showing proximity to Burro Creek project areas...... 63 Figure 5-20: Wikieup claims showing overlap with Hawkstone lode claims ...... 65 Figure 5-21: Geological map showing lithium assays of outcrop samples, Wikieup project area, Mohave County, Arizona. WIM, 2019...... 70 Figure 5-22: Wikieup – Burro Creek prospective corridor ...... 73 Figure 5-23: San Domingo Location Map ...... 74 Figure 5-24: San Domingo Federal Claims, State Leases, and Excised Areas (patented mining claims) ...... 75 Figure 5-25: San Domingo Exploration Results ...... 78 Figure 5-26: Wilson Salt Flat Location Map ...... 81 Figure 5-27: Wilson Salt Flat Claims and Project Boundary ...... 82 Figure 5-28: Geological Map of the Wilson Salt Flat surrounding area ...... 84 Figure 5-29: Wilson Salt Flat Completed Exploration ...... 86 Figure 5-30: Wilson Salt Flat MT Resistivity 2D Inversion Cross Section ...... 86 Figure 5-31: Wilson Salt Flats Phase 1 Exploration ...... 87 Figure 5-32: Spencer Location Map ...... 89 Figure 5-33: Spencer Claims and Project Boundaries ...... 90 Figure 5-34: Spencer Geological Map ...... 91 Figure 5-35: Spencer Exploration Data ...... 94 Figure 5-36: Pennsylvania Oilfield Brine Project Location ...... 96 Figure 5-37: Map showing mineral leases acquired to date in Butler and Lawrence counties, Pennsylvania...... 97 Figure 5-38: Stratigraphic Column – Western Pennsylvania (Lytle, 1957) ...... 98 Figure 6-1: Exploration Plan ...... 102

GLOSSARY, ABBREVIATIONS, UNITS ...... I

31312 Bradda Head CPR_v45.docx July 2021 Page v of v 79 06_261407 Bradda Head_pp64_pp190_CPR.qxp 08/07/2021 21:28 Page 80

SRK Consulting (UK) Limited 5th Floor Churchill House 17 Churchill Way Cardiff CF10 2HH Wales, United Kingdom E-mail: [email protected] URL: www.srk.com Tel: + 44 (0) 2920 348 150

A COMPETENT PERSON'S REPORT ON THE LITHIUM ASSETS OF BRADDA HEAD

1 INTRODUCTION 1.1 Background

SRK Consulting (UK) Limited (“SRK”) has been requested by Bradda Head Holdings Limited, a privately owned company (hereinafter also referred to as “BHHL”, the “Company” or the “Client”), to prepare a Competent Persons Report (“CPR”) on the portfolio of lithium projects (the “Lithium Assets” or the “Assets”) owned by Zenolith (USA) LLC, (“Zenolith”) and Verde Grande LLC (“Verde Grande”) and located in the United States of America (“USA”).

BHHL, previously called Life Science Developments Limited (“LIFE”), is a delisted company previously quoted on the London Stock Exchange AIM Market (“AIM”). Bradda Head Limited (“Bradda Head”), which was acquired by BHHL during January 2021, was formed to channel investment into the Lithium Assets. After an initial investment of USD 500,000, Bradda Head held a 10% share of the Lithium Assets; but following a restructuring during Q1 2018, Bradda Head acquired a 100% interest in Zenolith and Verde Grande. Subsequently Bradda Head raised USD 1,035,000 in April 2018, USD 1,110,000 in October 2018, USD 400,000 in March 2019, and USD 953,000 in May 2021.

This CPR has been prepared by Martin Pittuck, a full time Corporate Consultant with SRK (UK) who is experienced in the evaluation of hard rock lithium projects who visited the Burro Creek East and West project sites in July 2017

1.2 Verification, Validation and Reliance

This CPR is dependent upon technical, financial and legal input from the Company including maps of licence claims, geology and exploration sample results, digital datasets, geophysical images and metallurgical testwork reports. Notably, the technical information as provided to, and taken in good faith by SRK, has not been independently verified by means of re-sampling or re-calculation.

In undertaking this CPR, SRK visited the Burro Creek East, Burro Creek West, projects in July 2017 and conducted a review and assessment of exploration results based upon which future exploration plans and budgets have been determined. SRK also prepared a Mineral Resource estimate for Burro Creek East during the course of preparing this CPR.

Zenith and its consultants provided written summaries of the assets, which SRK has relied on and modified to some extent in discussion with the Zenith and Bradda Head management team.

Registered Address: 21 Gold Tops, City and County of Newport, NP20 4PG, Group Offices: Africa Wales, United Kingdom. Asia SRK Consulting (UK) Limited Reg No 01575403 (England and Wales) Australia Page 1 of 127 Europe North America South America 80 06_261407 Bradda Head_pp64_pp190_CPR.qxp 08/07/2021 21:28 Page 81

SRK Consulting Bradda Head CPR – Main Report

SRK’s opinions given in this document are effective at 8th July 2021 and are based on information provided by the Company throughout the course of SRK’s investigations, which in turn reflect various technical-economic conditions prevailing at the date of this report and the company’s expectations regarding the relevant metal markets, metal prices and currency exchange rates as at the date of this report. These can change significantly over relatively short periods of time.

1.3 Limitations

The Company has agreed that, to the extent permitted by law, it will indemnify SRK and its employees and officers in respect of any liability suffered or incurred as a result of or in connection with the preparation of this report albeit that this indemnity will not apply in respect of any material negligence, wilful misconduct or breach of law. The Company has also agreed to indemnify SRK and its employees and officers for time incurred and any costs in relation to any inquiry or proceeding initiated by any person except to the extent SRK or its employees and officers have been materially negligent or acted with wilful misconduct or in breach of law in which case SRK shall bear such costs.

The Company has confirmed in writing to SRK that to its knowledge the information provided by the Company was complete and not incorrect or misleading in any material aspect. SRK has no reason to believe that any material facts have been withheld and the Company has confirmed to SRK that it believes it has provided all material information.

The achievability of the budgets and forecasts presented here are neither warranted nor guaranteed by SRK. The forecasts as presented and discussed herein have been proposed by the Company’s management and adjusted where appropriate by SRK to reflect its opinion but cannot be assured.

1.4 Declarations

SRK will receive a fee for the preparation of this CPR in accordance with normal professional consulting practice. This fee is not contingent on the outcome of any transaction and SRK will receive no other benefit for the preparation of this report. SRK does not have any pecuniary or other interests that could reasonably be regarded as capable of affecting its ability to provide an unbiased opinion in relation to the Company’s exploration projects and Mineral Resources.

SRK does not have, at the date of this report, and has not ever had any shareholding in or other relationship with the Company or the Project and consequently considers itself to be independent of the Company.

As of 8th July 2021, SRK confirms that nothing has come to its attention to indicate any material changes to what is reported in the CPR.

1.5 Consent and Copyright

SRK consents to the issuing of this report in the form and context in which it is to be included in the preliminary and final prospectuses for an international offering of securities of the Company.

Neither the whole nor any part of this report nor any reference thereto may be included in any other document without the prior written consent of SRK regarding the form and context in which it appears.

31312 Bradda Head CPR_v45.docx July 2021 Page 2 of 103 81 06_261407 Bradda Head_pp64_pp190_CPR.qxp 08/07/2021 21:28 Page 82

SRK Consulting Bradda Head CPR – Main Report

Copyright of all text and other matters in this document, including the manner of presentation, is the exclusive property of SRK. It is a criminal offence to publish this document or any part of the document under a different cover, or to reproduce and/or use, without written consent, any technical procedure and/or technique contained in this document. The intellectual property reflected in the contents resides with SRK and shall not be used for any activity that does not involve SRK, without the written consent of SRK.

1.6 Statement of Qualification

SRK is part of an international group (the SRK Group), which comprises some 1,400 professional staff offering expertise in a wide range of resource and engineering disciplines. The SRK Group’s independence is ensured by the fact that it holds no equity in any project. This permits the SRK Group to provide its clients with conflict-free and objective recommendations on crucial judgment issues. The SRK Group has a demonstrated track record in undertaking independent assessments of resources and reserves, project evaluations and audits, CPR and independent feasibility studies on behalf of exploration and mining companies and financial institutions worldwide. The SRK Group has also worked with a large number of major international mining companies and their projects, providing mining industry consultancy service inputs. The Competent Person who has supervised the production of this CPR is Mr Martin Pittuck, C.Eng, MIMMM, FGS who is a mining geologist with over 20 years’ experience in the exploration and mining industry and who has been responsible for the reporting of Mineral Resources and Ore Reserves on various properties internationally during the past 15 years.

1.7 Report Format

The CPR has been prepared in accordance with the AIM Note for Mining, Oil and Gas Companies; accordingly, the document has undergone internal peer review; it contains a summary table of assets (Table 2-1) and a summary of Mineral Resources (Table 5-3), there are currently no Ore Reserves and there are no oil and gas assets.

The CPR is intended to provide comprehensive insight on the material aspects of the Company and its assets sufficient to inform an investment decision; full technical details are not presented in this report; these are available from the Company if required.

31312 Bradda Head CPR_v45.docx July 2021 Page 3 of 103 82 06_261407 Bradda Head_pp64_pp190_CPR.qxp 08/07/2021 21:28 Page 83

SRK Consulting Bradda Head CPR – Main Report

2 PROJECT OWNERSHIP 2.1 Company Descriptions

BHHL was incorporated on 28 October 2009 in the British Virgin Islands and is led by a board of directors comprising , Jim Mellon (Non-Executive Director), Euan Jenkins (Independent Non- Executive Director), Alex Borrelli (Independent Non-Executive Director), Denham Eke (Finance Director and Company Secretary), Charles FitzRoy (Chief Executive Officer) and Ian Stalker (Non-Executive Chairman). Reporting to the Board is Jim Guilinger (Chief Operating Officer).

As at the date of this CPR and including the proposed placing of new ordinary shares in conjunction with admission to AIM, Bradda Head’s directors have current interests in the assets through their direct and indirect shareholdings: Jim Mellon holds 38.74%, Denham Eke holds 0.08%, Ian Stalker holds 2.28%.

SRK is not aware of any interest held by the Company’s advisors.

Neither SRK nor Martin Pittuck, the Competent Person, have any shareholding in the Company.

2.2 Group Structure

Bradda Head holds the Lithium Assets through two subsidiary companies;

• Zenolith (USA) LLC (“Zenolith”, wholly owned by Bradda Head), and

• Verde Grande LLC (“Verde Grande”, wholly owned by Bradda Head),

Zenolith holds the two Burro Creek projects under option with Cheto and St Cloud Mining. Burro Creek East and Burro Creek West are described separately in this CPR.

The Wikieup project comprises the W and X Series mineral tenements held through Zenolith comprising overlapping sets of placer and lode claims and Verde Grande whose Z Series claims overlap ground previously staked by Big Sandy Inc, a subsidiary of Hawkstone Mining Ltd. Based on a detailed review of the Hawkstone Lode Claims, the Directors of Bradda Head believe that there are issues with the staking process and/or BLM filings in relation to a substantial number of the Hawkstone claims. The Company has received legal advice that if these issues were upheld by a competent court it could make Hawkstone’s claims void.

The W and X Series placer and lode claims held through Zenolith marginally overlap Hawkstone claims. Additional Z Series lode claims are held through Verde Grande LLC; these entirely overlap Hawkstone claims. Further details are given in Table 2-1 and Section 5.3.2.

The remaining projects are held under Zenolith.

The group structure is illustrated in Figure 2-1 and a list of the Company’s mineral tenements is given in Table 2-1. Gray Wash is a subsidiary vehicle which no longer holds any assets.

31312 Bradda Head CPR_v45.docx July 2021 Page 4 of 103 83 06_261407 Bradda Head_pp64_pp190_CPR.qxp 08/07/2021 21:28 Page 84

SRK Consulting Bradda Head CPR – Main Report

Figure 2-1: Project ownership structure

31312 Bradda Head CPR_v45.docx July 2021 Page 5 of 103 84 06_261407 BraddaHead_pp64_pp190_CPR.qxp08/07/202121:28Page85

SRK Consulting Bradda Head CPR – Main Report

Table 2-1: Summary of the Company’s Mineral Tenements

Bradda Date Licence Asset Licence Date Last Area Area Area Project Area Status Country State County Minerals Licence Name Title Number Claim Holder Head Originally Duration / Name Status Renewed (acres) (Ha) (km2) (km2) Interest Granted Expiry Arizona State 1.45 11-86283-00 St Cloud Mining* 100% 1983 1 April 2006 31 March 2026 360 145 1.45 Leases (in 1 state mineral lease)

Zenolith (USA) 08-120901 100% 2019 20 June 2019 20 June 2024 336 136 1.36 USA Arizona LLC Arizona Arizona Mohave Mohave State 2.33

Development Development MEPs (in 2 MEPs)

(Mineral Resource) Resource) (Mineral Zenolith (USA)

Burro Creek East all locatable minerals 08-120903 100% 2019 20 June 2019 20 June 2024 240 97 0.97 LLC

AMC Zenolith (USA) ZL 1 to ZL 46 100% 2018 August 2020 in perpetuity 920 372 3.72 455068-45511 LLC BLM 5.26 Placer AMC Cheto / St Cloud CP-1 to CP12 100% 2018 August 2020 in perpetuity 240 97 0.97 (in 65 placer Claims 455056-45506 Mining** claims)

AMC Zenolith (USA) November BH 1 to BH 7 100% August 2020 in perpetuity 140 57 0.57 6.02 452898-452904 LLC 2018 (in 72 lode

USA claims) Arizona Arizona Mohave Mohave Exploration Exploration note, lode claims mostly Burro Creek West all locatable minerals BLM AMC Zenolith (USA) overlap placer Lode SM 1 to SM 72 100% 2019 August 2020 in perpetuity 1487 602 6.02 85 453882-453953 LLC claims claims

AMC 452925-452936, 9.71 452938, 452940, (in 120 W 453055-453056, series placer 453063-453064, claims) BLM 453069, 453131- November Placer W series Zenolith (USA) 100% August 2020 in perpetuity 2,400 971 9.71 453154, 453187- 2018 12.87 Claims LLC 453189, 453195- (in 154 X 453196, 453207, series lode

453261-453266, claims which

USA 453269-453270, mostly overlap Arizona Arizona Mohave Mohave

Wikieup W series)

Exploration Exploration 453272-453334

AMC 5.74 all locatable minerals 453954-454062 Zenolith (USA) X Series 100% 2019 August 2020 in perpetuity 3,400 1,376 12.87 (in 71 Z series BLM 454067-454100 LLC lode claims Lode 454113-454123 overlapping Claims Hawkstone AMC Verde Grande Z Series 100% 2019 August 2020 in perpetuity 1,460 591 5.74 claims) 454124-454194 LLC ***

31312 Bradda Head CPR_v45.docx July 2021 Page 6 of 103

06_261407 BraddaHead_pp64_pp190_CPR.qxp08/07/202121:28Page86

SRK Consulting Bradda Head CPR – Main Report

Zenolith (USA) Staked in dr-1 AMC438482 100% August 2020 in perpetuity 20 8 0.08 LLC 2016

Zenolith (USA) Staked in dr-2 AMC438483 100% August 2020 in perpetuity 20 8 0.08 LLC 2016

AMC Zenolith (USA) Staked in SD-1 to SD-4 100% August 2020 in perpetuity 80 32 0.32 438484-438487 LLC 2016 BLM Lode AMC Zenolith (USA) Staked in RP-1 to RP-25 100% August 2020 in perpetuity 500 202 2.02 Claims 438353-438377 LLC 2016 7.8 (in 68 lode

mining USA

Arizona Arizona AMC Zenolith (USA) Staked in claims)**** Maricopa Maricopa WP-1 to WP-34 100% August 2020 in perpetuity 680 275 2.75 Exploration Exploration 438378-438411 LLC 2016 San Domingo

all locatable minerals Zenolith (USA) Staked in EJ-1 AMC438865 100% August 2020 in perpetuity 20 8 0.08 LLC 2016

AMC Zenolith (USA) Staked in SLG-1 to SLG-3 100% August 2020 in perpetuity 60 24 0.24 438866-438868 LLC 2016 Arizona Zenolith (USA) Staked in State Section 16 MEP 08-118824 100% May 2021 21 July 2026 634 257 2.57 LLC 2016 MEP

BLM NMC1133983 to Zenolith (USA) Staked in Placer WF1 to WF168 100% August 2020 in perpetuity 3,360 1,360 13.60 13.6 Nye 86 Flat USA NMC1134150 LLC 2016

Nevada Nevada Claims minerals minerals Exploration Exploration all locatable locatable all Wilson SaltWilson

BLM NMC1133837 to Zenolith (USA) Staked in Placer SP1 to SP146 100% August 2020 in perpetuity 2,920 1,182 11.8 11.8

USA NMC1133982 LLC 2016 Lander Lander

Nevada Nevada Claims minerals minerals Spencer Exploration Exploration all locatable locatable all

Title work Lance,J & Zenolith (USA) Completed Megan E Nimmo 32-049402 100% Current 31 Oct 2038 64.07 25.88 0.26 LLC 31 Oct

2018 Title work Lance,J & Zenolith (USA) Completed Megan E Nimmo 32-133404 100% Current 31 Oct 2038 35.48 14.33 0.14 LLC by 31 Oct

2018 Brine Title work Lance,J & Mineral Zenolith (USA) Completed

Megan E Nimmo 32-050300 100% Current 31 Oct 2038 22.00 8.89 0.09 1.78*****

USA Leases LLC by 31 Oct

Lawrence Lawrence 2018 Exploration Exploration Pennsylvania Pennsylvania Brine Minerals Minerals Brine Title work Bob, Joan Zenolith (USA) Completed

Pennsylvania Brine Nimmo 32-094203 100% Current 31 Oct 2038 48.60 19.63 0.20 LLC by 31 Oct

2018 Title work Bob, Joan Zenolith (USA) Completed Nimmo 32-094700 100% Current 31 Oct 2038 2.62 1.06 0.01 LLC by 31 Oct

2018

31312 Bradda Head CPR_v45.docx July 2021 Page 7 of 103

06_261407 BraddaHead_pp64_pp190_CPR.qxp08/07/202121:28Page87

SRK Consulting Bradda Head CPR – Main Report

Bradda Date Licence Asset Licence Date Last Area Area Area Project Area Status Country State County Minerals Licence Name Title Number Claim Holder Head Originally Duration / Name Status Renewed (acres) (Ha) (km2) (km2) Interest Granted Expiry Title work Bob, Joan Zenolith (USA) Completed Nimmo 32-094-600 100% Current 31 Oct 2038 1.34 0.54 0.005 LLC by 31 Oct

2018 Title work Bob, Joan Zenolith (USA) Completed Nimmo 32-080400 100% Current 31 Oct 2038 139.94 56.5 0.57 LLC by by31

Oct 2018 Title work Wayne Sines JR Zenolith (USA) Completed 32-115000 100% Current 31 Oct 2038 75.94 30.68 0.31 LLC by 31 Oct 2018 Title work Earl G, Pamela Zenolith (USA) Completed 330-4F137-A5B 100% Current 31 Oct 2038 58.74 23.73 0.24 M, Adam Thoma LLC by 31 Oct Butler 2018 * Zenolith has an option agreement in place to increase its holding to 100% upon the exercise of this option. Zenolith have exclusive rights over these claims.

** Zenolith has an option agreement in place to increase its holding to 100% upon the exercise of this option; these claims are on land managed by the U.S. Bureau of Land Management (BLM). Zenolith have exclusive rights over these claims.

*** Verde Grande lode claims (all overlap Hawkstone lode claims

**** Total area after accounting for 0.38 km2 of excised areas 87

***** Total area after accounting for 0.03 km2 affected by adverse conveyances

31312 Bradda Head CPR_v45.docx July 2021 Page 8 of 103

06_261407 Bradda Head_pp64_pp190_CPR.qxp 08/07/2021 21:28 Page 88

SRK Consulting Bradda Head CPR – Main Report

3 ASSET JURISDICTIONS 3.1 Arizona

3.1.1 Background

Arizona has a robust mining history. Copper mining comprises two thirds of the State’s economy today and mining and quarrying directly employs nearly 22,000 people. The direct and indirect economic impact of mining is estimated at about USD 3.5 billion annually. (www.azga.az.gov).

The State of Arizona manages the acquisition of mineral exploration rights and mining licencing using a comprehensive, well established system. An update to the Special Report 12, Laws and Regulations Governing Mineral Rights in Arizona, 9th Edition, 2001 has been issued as a circular entitled Mining Laws and Regulations, Changes and Revisions Circular 104, August, 2003, Revised July, 2014 Rev. 16 which is the most up to date information pertaining to mineral and mining rights in Arizona whilst Special Report 12 is being fully revised. The information below has been summarised from several publicly available sources:

• Special Report 12, Laws and Regulations Governing Mineral Rights in Arizona, 9th Edition, 2001, entitled Mining Laws and Regulations,

• Changes and Revisions Circular 104, August, 2003, Revised July, 2014 Rev. 16,

• Manual for Determination of Status and Ownership, Arizona Mineral and Water Rights 2011,

• Arizona Mining Permitting Guide 30 May, 2011

• http://www.azgs.az.gov/mineral_rights.shtml

Mineral rights can be obtained on State or Federal lands that are open to mineral entry. Mining claims, leases, and mineral material sales apply to Federal Lands; mineral and material leases apply to Arizona State Trust Land. Exploration permits can also be applied for on Arizona State Trust Land.

Private land mineral rights can be acquired in a variety of ways such as leases, options or purchase. All agreements have royalties. Leases normally have a separate surface agreement for access and disturbance. If a mine is eventually developed, then the surface over the deposit would need to be purchased and minerals would continue to be leased honouring any royalty payments.

The salient details of Exploration Permits and Mineral Leases are outlined in Table 3-1 and further detailed below.

3.1.2 Mineral Exploration Permits

Mineral Exploration permits (“MEP”) are issued for a period of one year, subject to renewal on an annual basis and for an aggregate period not to exceed five years. During the period that permits are in effect, the permittee has the exclusive right to conduct exploration type activities on the state land covered by the permit.

31312 Bradda Head CPR_v45.docx July 2021 Page 9 of 103 88 06_261407 Bradda Head_pp64_pp190_CPR.qxp 08/07/2021 21:28 Page 89

SRK Consulting Bradda Head CPR – Main Report

Prior to conducting any exploration activities on the land encompassed by the permit, the permittee must receive authorization from U.S. Bureau of Land Management and the County Recorders offices in the form of an approved exploration plan of operation. Dependent on the activities proposed, archaeological and native plant clearances may be required.

Table 3-1: Salient licencing details - Arizona

Mineral Lease – Locatable Mineral Exploration Permit Minerals Application Fees USD500* USD500* First Renewal Fee USD500* USD500* Second Renewal Fee USD500* USD500* Rent is USD2.00 per acre for first Annual Maintenance year which includes the second Dependant on Mine Development Fee year and USD1.00 per acre per Report year for years three through five. USD10 per acre per year for Minimum Annual years 1-2; and USD20 per acre Dependant on MDR Expenditure per year for years 3-5 Min Size No limitation No limitation Max size 640 acres No limitation Exploration Plan of Operation must be submitted annually and Mineral Development Report on Reporting approved by the Arizona State application approved by the Arizona requirements Land Department (ASLD) prior to State Land Department (ASLD) startup of exploration activities. Initial term 1 year 20 years Renewals 5 (annually) 20 years a. fixed rate subject to annual adjustment based on the U.S. Dept. of Labor Producer Price Index; or b. a sliding-scale rate which is Royalties N/A linked to the commodity price and the operation’s break-even price. There is a statutory minimum royalty rate of 2% of gross value; however, most royalties are established at 5% to 6%. Area Relinquished Not applicable Not applicable Upon Renewal USD3,000.00 bond is required for a single permit or a blanket bond A bond is established based upon Notes of USD15,000.00 for five or more the mining plan of operation as permits held by an individual or required within the MDR. company.

* Processing Fee

31312 Bradda Head CPR_v45.docx July 2021 Page 10 of 103 89 06_261407 Bradda Head_pp64_pp190_CPR.qxp 08/07/2021 21:28 Page 90

SRK Consulting Bradda Head CPR – Main Report

3.1.3 Mineral Lease (State Land)

Mineral leases (“ML”) are issued for a period of 20 years with a preferred right to renew the lease for an additional term of 20 years. Mineral leases grant the exclusive right to conduct mining operations on the land covered by the lease. A Mineral Development Report, which is a comprehensive document, comprised of a geologic evaluation, economic feasibility, environmental assessment, mine operation and reclamation and closure plans, must be submitted with the mineral lease application. An archaeological survey and biological evaluation is required.

Prior to conducting any mining operations on the land covered by the lease, the lessee must receive authorization from the Arizona State Land Department (“ASLD”) in the form of approved Mine Operation and Reclamation and Closure Plans.

3.1.4 Mining Claims (Federal Land)

3.1.5 Patented Mining Claim

A patented mining claim is one for which the Federal Government has passed its title to the claimant, making it private land. A person may mine and remove minerals from a mining claim without a mineral patent; however, a mineral patent gives the owner exclusive title to the locatable minerals. It also gives the owner title to the surface and other resources.

3.1.6 Unpatented Mining Claim

An unpatented mining claim is a parcel of Federal land, valuable for a specific mineral deposit or deposits, for which an individual has restricted rights for the extraction and development of a mineral deposit. The claimant is leasing from the government the right to extract minerals. No land ownership is conveyed.

Unpatented claims have annual maintenance fees of USD12.00 per claim payable to the County Recorder as well as USD155.00 per claim payable to the U.S. Bureau of Land Management (“BLM”).

There are two sub-types of mining claims:

Lode Claims:

Deposits subject to lode claims include classic veins or lodes having well-defined boundaries. They also include other rock in-place bearing valuable minerals and may be broad zones of mineralized rock. Examples include quartz or other veins bearing gold or other metallic minerals and large volume but low-grade disseminated metallic deposits. Lode claims are usually described as parallelograms with the longer side lines parallel to the vein or lode. Descriptions are by metes and bounds surveys (giving length and direction of each boundary line). Federal statute limits their size to a maximum of 1,500 feet in length along the vein or lodge. Their width is a maximum of 600 feet, 300 feet on either side of the centerline of the vein or lode. The end lines of the lode claim must be parallel to qualify for underground extra lateral rights. Extra lateral rights involve the rights to minerals that extend at depth beyond the vertical boundaries of the claim.

31312 Bradda Head CPR_v45.docx July 2021 Page 11 of 103 90 06_261407 Bradda Head_pp64_pp190_CPR.qxp 08/07/2021 21:28 Page 91

SRK Consulting Bradda Head CPR – Main Report

Placer Claims:

Mineral deposits subject to placer claims include all those deposits not subject to lode claims. Originally, these included only deposits of unconsolidated materials, such as sand and gravel, containing free gold or other minerals. By Congressional acts and judicial interpretations, many non-metallic bedded or layered deposits, such as clay, gypsum, and high calcium limestone, are also considered placer deposits. Placer claims, where practicable, are located by legal subdivision of land. The maximum size of a placer claim is 20 acres.

3.1.7 Permitting

As part of the application process for an EP or ML, Arizona’s Geological Survey (“AZGS”) has developed a guide that outlines which permits that are issued by various jurisdictions within the state.

Several permits are required to obtain an EP or ML, the number and type of permits varies dependant on the jurisdiction of issuance, the location and type of operation; these are environmentally focused.

3.1.8 Environmental Legislation

Environmental legislation is largely enforced by the requirement of permits. For an EP, the types of permits required are established within the exploration plan operations report, submitted at the time of EP application. The same system applies for an ML, which has an environmental assessment as part of the mineral development report, submitted on lease application. Without the correct permits in place an EP or an ML will not be granted.

The major federal laws that affect the permitting of mining operations are; (Arizona Mining Permitting Guide, 2011)

• Endangered Species Act (ESA) of 1973.

• National Historic Preservation Act of 1966 (NHPA) as amended.

• Archaeological Resources Protection Act of 1979. 16 U.S.C.

• Bald and Golden Eagle Protection Act of 1940

• Migratory Bird Treaty Act of 1918.

• The Native American Graves Protection and Repatriation Act of 1990 (NAGPRA)

• Surface Mining Control and Reclamation Act of 1977 (SMCRA).

• Federal Water Pollution Control of 1972

• Safe Drinking Water Act of 1974

• National Environmental Policy Act of 1969 (NEPA)

• Resource Conservation and Recovery Act of 1976 (RCRA)

• Clean Air Act of 1970 with amendments in 1977 and 1990.

• Comprehensive Environmental Response, Compensation, and Liability Act of 1980 (CERCLA)

• Federal Land Policy Management Act of 1976 (FLPMA)

31312 Bradda Head CPR_v45.docx July 2021 Page 12 of 103 91 06_261407 Bradda Head_pp64_pp190_CPR.qxp 08/07/2021 21:28 Page 92

SRK Consulting Bradda Head CPR – Main Report

3.1.9 Water Permitting Considerations

The Arizona Department of Water Resources (“ADWR”) regulates the appropriation of surface water and the abstraction of groundwater. Active Management Areas (“AMA”) have been designated surrounding five of the main cities and towns in the state and three significant farming areas have been designated Irrigation Non-Expansion Areas (“INA”).

Outside of these areas groundwater may be withdrawn and used for reasonable and beneficial use (“including mining”) without a permit. Use of this groundwater, however, does require filing with the ADWR a Notice of Intent (“NOI”) to drill.

The Burro Creek East, West and Wikieup licences are outside of all designated areas specifically AMA, IMA and Waters of the US associated with the Big Sandy River floodplain; whilst the San Domingo licences straddle the boundary of the Phoenix AMA, so it is realistic to assume water for this project could be sourced from outside of that AMA. Groundwater of sufficient volume to supply the projects will need to be identified and may require extensive research.

The Aquifer Protection Permit (“APP”) programme governs groundwater use and it is geared towards mining and industrial activity. Securing rights to water will need to be carefully managed but it is not considered by SRK to be prohibitive to project development.

It is worth noting that the Bagdad open pit copper mine, which produced over 177 million pounds of copper in 2016, is close to both projects and managed to secure water rights sufficient for their mining and processing operation.

SRK is of the opinion that water permitting will need to be managed by individuals who have specific experience in this field and that, providing sufficient water sources can be identified, then there is no reason to consider this aspect of the project to be prohibitively difficult to overcome.

3.2 Nevada

3.2.1 Background

Outside of Las Vegas and the Reno metropolitan areas, mining plays a critical role in Nevada’s economy. In 2015, Nevada produced some 5.34 million ounces of gold, representing 78% of gold produced in the United States and 5.4% of the world's production. The Nevada mining industry supported an average of 14,196 direct employees in 2015, with about 65,000 additional jobs related to providing goods and services needed by the mining industry.

The State of Nevada Commission on Mineral Resources, Division of Minerals (Division of Minerals) is tasked with encouraging and assisting in the exploration and production of minerals in Nevada, as well as maintaining a record of all mining operations and their annual production. (Nevada State, 2017).

Nevada’s mining claims are under provision of the Federal Mining Act of 1872 as amended and regulations issued by the US Department of the Interior, Bureau of Land Management. The minerals on Federal lands are divided into three categories, each subject to different laws and regulations.

• Locatable minerals, which are subject to the Mining Law of 1872 as amended, this term covers commonly encountered metallic ores and hard rock minerals.

31312 Bradda Head CPR_v45.docx July 2021 Page 13 of 103 92 06_261407 Bradda Head_pp64_pp190_CPR.qxp 08/07/2021 21:28 Page 93

SRK Consulting Bradda Head CPR – Main Report

• Leasable minerals are subject to various Mineral Leasing Acts and attract a production royalty; these include oil and gas, oil shale, coal, geothermal resources, potash, sodium, native asphalt, solid and semisolid bitumen, bituminous rock, and phosphate.

• Saleable minerals are subject to the Materials Act of 1947; these are widespread, low value materials often used for construction such as sand and gravel.

The salient details of claims are outlined in Table 3-2 and further detailed below.

Table 3-2: Salient licencing details - Nevada Unpatented Claim (lode or Licence Patented claim placer) (lode or placer) filing fee of USD14.00 plus a USD15.00 filing fee of the claim map, Division of USD1,895.00 per acre, Application Fees Minerals fees of USD6.50 per USD37,900 per 20-acre claim. Initial USD500 worth of work (5 claim, a USD1.00 per claim years), then subject to taxes. recordation fee, and a USD4.00 per document fee First Renewal Fee N/A N/A Second Renewal Fee N/A N/A USD12/claim + USD4 County, Annual Maintenance Fee USD155/Claim Fed. USD100 per claim, then every 5 years after that. Plus Minimum Annual Service fee USD40 Only if N/A Expenditure meets small miner exclusion all others USD155/claim fee to BLM Min Size No minimum No minimum Lode: 600ft x 1500ft Lode: 600ft x 1500ft Placer: 20 acres Max size Placer: 20 acres Millsite: 5 acres Millsite: 5 acres Tunnel Site: 300 sq.ft Tunnel Site: 300 sq. ft An affidavit recording annual Reporting requirements Not required assessment work Initial term 1 year N/A Renewals Dependant on the affidavit N/A Area Relinquished Upon N/A N/A Renewal

3.2.2 Patented Mining Claim

The claimant owns the land as well as the minerals, unless the minerals have previously been conveyed away. Patented claims, with clear and absolute title, have neither claim maintenance fees nor annual expenditures for labour or improvement. Patented claims are, however, subject to property taxes. These taxes are calculated upon the ratio of the net proceeds to the gross proceeds of that operation as a whole. The table of ratios and further details can be found at https://www.leg.state.nv.us/NRS/NRS-362.html#NRS362Sec105 (Nevada Legislature 2017).

31312 Bradda Head CPR_v45.docx July 2021 Page 14 of 103 93 06_261407 Bradda Head_pp64_pp190_CPR.qxp 08/07/2021 21:28 Page 94

SRK Consulting Bradda Head CPR – Main Report

3.2.3 Unpatented Mining Claim

An unpatented mining claim is a particular parcel of Federal land, valuable for a specific mineral deposit or deposits. It is a parcel for which an individual has asserted a right of possession. The right is restricted to the extraction and development of a mineral deposit. The rights granted by a mining claim are valid against a challenge by the United States and other claimants only after the discovery of a valuable mineral deposit. The claimant is leasing from the government the right to extract minerals. No land ownership is conveyed. The unpatented claims have annual maintenance fees of USD12.00 per claim payable to the County Recorder as well as USD155.00 per claim payable to the Nevada office of the U.S. Bureau of Land Management (“BLM”).

There are two sub-types of mining claims:

Lode Claims:

Placer Claims:

3.2.4 Mineral Entries

There are two types of mineral entries:

Mill Sites:

A mill site must be located on non-mineral land. Its purpose is to either: (1) support a lode or placer mining claim operation; or (2) support itself independent of any particular claim.

A mill site must include the erection of a mill or reduction works and/or may include other uses reasonably incident to the support of a mining operation. Descriptions of mill sites are by metes and bounds surveys or legal subdivision. The maximum size of a mill site is 5 acres.

31312 Bradda Head CPR_v45.docx July 2021 Page 15 of 103 94 06_261407 Bradda Head_pp64_pp190_CPR.qxp 08/07/2021 21:28 Page 95

SRK Consulting Bradda Head CPR – Main Report

Tunnel Sites:

A tunnel site is where a tunnel is run to develop a vein or lode. It may also be used for the discovery of unknown veins or lodes. To stake a tunnel site, two stakes are placed up to 3,000 feet apart on the line of the proposed tunnel. Recordation is the same as a lode claim. Some States require additional centerline stakes (for example, in Nevada centerline stakes must be placed at 300-foot intervals).

3.2.5 Permitting

As part of a mining claim application, prior to development and construction, or before the operation of mines and mills, a number of permits are required. The process of obtaining these permits is not readily stated in the guidelines for gaining an unpatented or patented claim, but can be found at the Nevada Bureau of Mines and Geology website.

Permitting covers legislative, social and environmental responsibilities and restrictions that are not part of obtaining a patented or unpatented claim.

3.2.6 Environmental Legislation

Like other federal states, environmental legislation is woven into the permits that are required before exploration, mining or milling can begin. Some examples include ‘water pollution control permit’, from the Bureau of Mining Regulation and Reclamation and ‘mineral exploration hole plugging’ from the Division of Water Resources.

A full list is available the Nevada Bureau of Mines and Geology website.

3.2.7 Water Permitting Considerations

Nevada’s water resources belong to the public and can therefore be appropriated for various uses that are beneficial to public interests. This is regulated by the State Engineer’s Office, within the Nevada Department of Conservation and Natural Resources – Division of Water Resources. Nevada’s water laws and regulations are based on a Doctrine of Prior Appropriation. This gives priority to senior water rights (belonging to holders of older Permits, Certificates, Proofs or Claims) over junior rights holders during times of water shortage or conflict.

Nevada has been divided into 256 hydrographic areas (basins) in order to regulate the appropriation and use of groundwater. The maximum amount of groundwater that can be withdrawn from any hydrographic area has historically been matched with the estimated recharge in that area; this limits negative environmental impacts and water rights conflicts that would result from excessive extraction (over drafting).

Many of Nevada’s basins are fully appropriated with committed groundwater rights and usage equal to or exceeding estimated recharge; a few are over drafted. In basins where little or zero groundwater remains available for appropriation existing groundwater rights are commonly purchased or leased in order to meet project water supply demands.

Most of the basins in Nevada are in arid environments where low rainfall and high evaporation rates result in relatively little water recharging the aquifers. As a result, there may not be enough groundwater available to support large groundwater abstraction projects,

31312 Bradda Head CPR_v45.docx July 2021 Page 16 of 103 95 06_261407 Bradda Head_pp64_pp190_CPR.qxp 08/07/2021 21:28 Page 96

SRK Consulting Bradda Head CPR – Main Report

The Silver Peak brine operation uses evaporation ponds; it has rights to use 20,000 acre-feet (some 24.5 million m3) of water per year as a result of having secured water rights equal to the annual recharge of the entire Clayton Valley hydrographic area when permitting the project in the 1960s.

Newly permitted projects may find it challenging to secure a similar quantum of water rights which may or may not present a barrier to project development. However, new mining projects may benefit from exemptions which are summarised below. Other technology may need to be considered which allows water to be reinjected after processing (rather than being evaporated) such as is being developed by Pure Energy Minerals for their Clayton Valley project.

There are some exceptions to Nevada’s water laws and regulations that apply to preferred, temporary, non-consumptive or de minimus users. For example, domestic wells defined as drawing no more than 2 acre-feet (2,466 m3) per year are generally exempt and simply require a water right permit or waiver before drilling a well or drawing any water. De minimus and temporary uses of groundwater have been granted rights for quantities of at least 25 acre-feet (30,825 m3) per year.

The Nevada Legislature declares the mining industry to be of “paramount importance” to the State and therefore a preferred user of water.

Mining and milling are generally considered to be temporary uses of water. Modern mines which require dewatering now return most of the water to the groundwater system via rapid infiltration basins and/or injection wells to minimize consumptive use of groundwater. However, it is not clear if this temporary user status would extend to operations that rely on evaporation ponds as is traditional for lithium brine projects.

Furthermore, there are other exceptions for non-potable groundwater that is physically separate from potable groundwater resources. Nevada currently has water, mineral and environmental laws and regulations governing the withdrawal and use of geothermal fluids and oil and gas resources, but does not yet have similar measures in place for dissolved minerals such as lithium in brine.

However, in 2017, the Nevada Legislature passed laws (NRS 507) to govern the exploration and production of dissolved mineral resources such as lithium. The new regulations (NAC 507) are currently being developed by Nevada’s Division of Minerals (“NDOM”), Division of Water Resources (“NDWR”) and Division of Environmental Protection (“NDEP”), and are expected to take effect on January 1, 2018. If a lithium resource is discovered, companies can follow the new regulations with NDOM, NDWR and NDEP in order to begin their permitting process.

In light of the new regulations it is reasonable to expect water rights for brine production to be granted as long as it can be demonstrated that the brine would be withdrawn from a non-potable groundwater reservoir that is separate and distinct from the potable groundwater reservoir. The case will be considerably strengthened if the associated use of water can be shown to be temporary and nearly non-consumptive (spent brine returned to a non-potable, separate and distinct reservoir).

31312 Bradda Head CPR_v45.docx July 2021 Page 17 of 103 96 06_261407 Bradda Head_pp64_pp190_CPR.qxp 08/07/2021 21:28 Page 97

SRK Consulting Bradda Head CPR – Main Report

3.3 Pennsylvania

Surface and mineral ownership in Pennsylvania is private. Minerals, oil and gas, and coal are all leased separately. There are no “all mineral leases” that encompass both minerals and oil and gas into one lease. Thus, it is possible to have three separate leases on one property: one for oil and gas; one for coal and one for minerals such as lithium, bromine etc.

Furthermore, in Pennsylvania, much of the ownership is not split estate, so in most cases the occupier of the surface is also the mineral/oil and gas owner. Almost all the mineral estates have been leased for oil/gas but there appears to have been little or no leasing for lithium brines.

Bradda Head has accomplished reasonable lease acquisition terms for the areas secured to date and expects to agree similar terms for a number of areas in the future.

In summary, Bradda Head has agreed to a sign-up bonus of $5,000 with lease terms as follows:

• Year 0-1 $5/acre

• Year’s 2-5 $1/acre/year

• Year’s 6-10 $10/acre/year

• Year’s 11+ $20/Acre/year

If a hole is drilled on a lease then there is a $5,000 siting fee due to be paid per well.

31312 Bradda Head CPR_v45.docx July 2021 Page 18 of 103 97 06_261407 Bradda Head_pp64_pp190_CPR.qxp 08/07/2021 21:28 Page 98

SRK Consulting Bradda Head CPR – Main Report

4 LITHIUM MARKET OVERVIEW 4.1 Introduction

Interest in lithium exploration and production projects has increased significantly in recent years as the market has come to understand the current and projected increase in demand which is being driven largely by lithium ion batteries such as are used in electric vehicles and energy storage. Prices for lithium, in terms of lithium carbonate equivalent (“LCE”), were relatively high, in the range of USD 20,000 to USD 25,000 per t LCE from early 2015 to early 2018 reflecting the need for production at that time to be increased to match the forecasted demand growth; since 2018 prices fell gradually to a low of some USD 7,000 per t LCE in 2020. The recent lack of investment in production and continued strong demand has resulted in prices climbing consistently in the first quarter of 2021 currently exceeding USD 11,000 per t LCE.

Lithium is found in abundance in the earth’s crust and the amount of lithium in current quoted Mineral Resources is over 100 times the current yearly amount produced. The mineral exploration industry is actively seeking naturally occurring concentrations that are accessible to mining and amenable to being treated and converted into lithium carbonate which is the format most commonly traded. The lithium industry currently extracts lithium from salar brine deposits and from hard rock pegmatite deposits; some hard rock clay deposits are also being considered for future production.

Brine deposits typically have low operating costs but these sources tend to be relatively slow to deliver their product. Hard rock sources require conventional mining and mineral concentration which can be brought into production reasonably quickly but it is relatively costly to convert the mineral concentrates to lithium carbonate. Hard rock production is currently almost entirely from pegmatites whereas lithium clay deposits have the potential to provide a third deposit type that could contribute to global supply in the future. Making lithium carbonate from all deposit types is technically challenging and each source needs individual assessment.

The recent and forecast growth in demand has shown the South American brine producers to be limited in their ability to keep pace with increased demand. This has allowed established and new Australian pegmatite hard rock producers to supplement global supply particularly in the last two years; these now account for over a third of global LCE production.

Recognition of the fundamentals underpinning demand growth has also sparked significant activity in the mineral exploration community with land being staked very quickly, particularly in the Americas where the most significant western world lithium battery production will be focussed in the immediate future.

4.2 Hard Rock Deposits

4.2.1 Introduction

Pegmatites are the only type of hard rock lithium source that is currently mined for lithium which is typically contained in spodumene or micas in a few examples; the majority of spodumene mineral concentrate production is in Australia. Several clay deposits are being investigated for potential commercial production, however the mineralogy and grade in these deposits necessitate hydrometallurgical treatment rather than physical mineral concentration for pegmatites making clay projects more capital intensive.

31312 Bradda Head CPR_v45.docx July 2021 Page 19 of 103 98 06_261407 Bradda Head_pp64_pp190_CPR.qxp 08/07/2021 21:28 Page 99

SRK Consulting Bradda Head CPR – Main Report

Table 4-1: List of Largest Hard Rock Lithium Projects Resource Resource Contained Main Owner Project Name Grade Tonnage (Mt) LCE (Kt) (Li2O%)

AVZ Minerals Ltd. Manono Roche Dure 400 1.7 16,183

Bacanora Minerals Ltd Sonora Lithium 559 0.6 8,806

Lithium Nevada Thacker Pass 533 0.6 8,278

Pilbara Minerals Ltd Pilgangoora Combined 274 1.2 8,155 Cinovec Lithium & Tin European Metals Holdings Ltd Project 696 0.4 7,437

Mineral Resources / Albermarle Wodgina 259 1.2 7,403

Cypress Development Corp. Clayton Valley (in pit) 1,541 0.2 7,235

Albemarle / Taquani Greenbushes 121 2.4 7,074

Wesfarmers / SQM Mt Holland / Earl Grey 189 1.5 6,957

Rio Tinto Jadar 139 1.8 6,056

Liontown Resources Ltd Kathleen Valley 157 1.4 5,252

Birimian Goulamina 103 1.4 3,534

Mineral Resources / Ganfeng Mt Marion 71 1.4 2,389

Prospect Resources Ltd Arcadia V 73 1.1 1,973

Nemaska Lithium Inc Whabouchi 56 1.4 1,910

Infinity Lithium Corporation San Jose 111 0.6 1,663

Galaxy Resources Ltd James Bay 41 1.4 1,399

Jilin Jien Nickel Industry Co. Val d'Or 47 1.2 1,374

Global Geoscience Rhyolite Ridge 147 0.3 1,244

Musk Metals PAK+Spark 28 1.6 1,112

Sigma Lithium Xuxa 21 1.6 807

Sigma Lithium Barreiro 22 1.4 784

Critical Elements Corp Rose Lithium-Tantalum 34 0.9 765

Bacanora Minerals Ltd Zinnwald 40 0.8 757

LusoRecursos Mina Romano 30 1.0 733

Savannah Mina de Barroso 27 1.1 706

Piedmont Lithium Piedmont Lithium Project 25 1.1 666

AMG Lithium Mibra 25 1.1 632

Alliance Bald Hill 27 1.0 626

Kodal Bougouni 21 1.1 577

Sayona Mining Ltd. Authier 21 1.0 516

31312 Bradda Head CPR_v45.docx July 2021 Page 20 of 103 99 06_261407 Bradda Head_pp64_pp190_CPR.qxp 08/07/2021 21:28 Page 100

SRK Consulting Bradda Head CPR – Main Report

Figure 4-1: Clay and Pegmatite Lithium Projects

Table 4-1 and Figure 4-1 illustrate key hard rock project information based on public domain information.

The graph in Figure 4-1 has the LCE axis scaled to match the same graph for brines in Figure 4-2, it is clear that hard rock deposits are generally smaller in terms of LCE content. Pegmatites are shown as circles, clay deposits are shown as triangles, granite-mica projects are shown as diamonds and the Jadar Project which is an evaporite hosted lithium-boron deposit is shown as a square.

The largest producing pegmatites compare with Jadar and Sonora and Thacker Pass in terms

of LCE content but have a significantly higher grade; other pegmatite producers have Li2O grades in the range of 0.9% to 1.4%. Lithium clay projects and granite-mica deposits are relatively low grade whereas the producing pegmatites benefit from higher grades.

4.2.2 Clay Deposits

Lithium bearing clay deposits are formed when hydrothermal alkaline fluids infiltrate and alter volcaniclastic sedimentary rocks deposited in a basin environment. The mineralising event may occur at the same time as deposition of the sedimentary rocks or may be a post depositional event.

31312 Bradda Head CPR_v45.docx July 2021 Page 21 of 103 100 06_261407 Bradda Head_pp64_pp190_CPR.qxp 08/07/2021 21:28 Page 101

SRK Consulting Bradda Head CPR – Main Report

SRK is not aware of any lithium clay deposits in production; the most advanced we are aware of being Bacanora Lithium’s Sonora lithium clay project in Mexico, on which a feasibility study was completed in 2018 and which has achieved 4 years of pilot scale production attracting investor and offtake partner Ganfeng Lithium which recently announced its intention to wholly acquire the project. Processing is expected to involve scrubbing, roasting with gypsum, dissolution and removal of impurities with ion exchange and precipitation before finally precipitating a saleable lithium carbonate product and a potassium sulphate by-product.

Mineralisation is confined to two layers of altered tuffs each 10 m – 50 m thick separated by a 5 m -10 m wide relatively unmineralised ignimbrite layer highlighting the importance of porous and permeable horizons which can be preferentially mineralised in this type of deposit. The alteration produced lithium bearing clays, mainly polylithionite and also silica nodules. The average Ore Reserve grade at Sonora is 3,480 ppm Li and depth of burial is variable from 0 m to over 200 m.

Lithium Nevada’s Thacker Pass project (formerly Kings Valley Lithium Clay Project), Humboldt County, Nevada, is based on a deposit with geology that is broadly similar to that at Sonora, although the lithium bearing clay mineral is considered to be hectorite. The main mineralised layer has grades in excess of 3,000 ppm Li over a typical thickness of 30 m, the top of which is at a depth of some 30 m. The project has resources and reserves supported by a prefeasibility study and is now advancing its permitting discussions with stakeholders.

Ioneer’s Rhyolite Ridge lithium-boron project, Nevada, comprises shallow dipping zones of mineralised carbonate-marl deposited in a shallow lake / basin environment. Two lenses each some 20 m – 30 m thick have an average grade of around 1,500 ppm Li. The depth of burial is variable from 0m to over 300 m. The project has resources and reserves supported by a feasibility study.

The Cypress Development Corporation has the Clayton Valley lithium clay project which has resources and reserves based on a 220 prefeasibility study.

Clay deposits have the advantage of size and economy of scale; however, it is important to note that no lithium clay deposits have yet gone into production and the technology required to extract lithium from the clays and the subsequent hydrometallurgical process for making sufficiently pure lithium carbonate has not yet been commercially demonstrated.

4.2.3 Pegmatite Deposits

Pegmatites emanate under pressure from granitic intrusions in their final stages of solidifying; often migrating several kilometres from the granite before solidifying themselves. Elements that resist crystallising until reaching very low temperatures are enriched in these fluids; lithium is among these and it promotes rapid growth of very large crystals typical of pegmatites by definition.

In special cases the pegmatites can be large, often tabular, measuring several hundreds of metres in extent and several tens of metres thick and they can become mineralogically segregated producing some internal zones that are particularly enriched in lithium minerals such as spodumene and lepidolite.

31312 Bradda Head CPR_v45.docx July 2021 Page 22 of 103 101 06_261407 Bradda Head_pp64_pp190_CPR.qxp 08/07/2021 21:28 Page 102

SRK Consulting Bradda Head CPR – Main Report

The Greenbushes Mine in Australia is the most significant spodumene concentrate producer which completed an expansion programme in 2019 which will almost double production at the project. Two lithium hydroxide conversion plants are under construction in the vicinity of Greenbushes, these will be fed by the mine and others and they are the only such facilities outside of China.

The Mt. Cattlin, Mt. Marion, Pilgangoora and Wodgina pegmatite projects have been ramping up spodumene production in recent years although Wodgina was placed on care and maintenance immediately after an ownership change in late 2019. All of these mines and projects are in Australia.

Pegmatites are mined conventionally and mineral processing typically involves milling and froth flotation to produce a mineral concentrate which is normally transported off site, often under an offtake arrangement, and is then converted to lithium carbonate or other pure products in a dedicated converter facility. Some producers are able to sell particularly pure spodumene concentrate to ceramics and specialised glass manufacturers.

4.3 Brine Deposits

4.3.1 Introduction

Lithium production from brine extraction projects currently exceeds lithium production from hard rock sources owing to it being generally cheaper to establish and operate brine operations. The majority of global lithium production from brines is in South America.

Lithium brine deposits can be subdivided into two broad types, depending on the characteristics of the salt lake or salt basin (salar); the following is summarised from (Houston et al., 2011).

• mature salars which contain significant thicknesses (up to hundreds of metres) of halite, such as the Salar de Atacama in Chile and the FMC’s Hombre Muerto operation in Argentina; and

• immature salars which are dominated by clastic sediments, with limited thicknesses of halite, such as at the Silver Peak operation in Clayton Valley, Nevada USA.

Individual salars may also contain immature and mature areas within the same salar basin (such as at Hombre Muerto). The different fill characteristics of the two salar types affect the type of brine resources they contain, particularly the depth of the lithium brine aquifers.

For traditional evaporation pond processes, an in situ cut-off grade of 300 ppm Li is typical, although the production grades at Albermarle’s Silver Peak lithium operation are understood to be less than this. New proprietary technologies using mechanical separation and solvent extraction may eventually allow commercial scale extraction of brines with Li grades as low as 150 ppm.

There are a number of advanced exploration stage and operating brine lithium projects for which information is available in the public domain; SRK has prepared a summary list in Table 4-2 and has represented these on a graph shown in Figure 4-2.

31312 Bradda Head CPR_v45.docx July 2021 Page 23 of 103 102 06_261407 BraddaHead_pp64_pp190_CPR.qxp08/07/202121:28Page103

SRK Consulting Bradda Head CPR – Main Report

Table 4-2: List of Brine Lithium Projects Resource Resource Grade (Li Main Owner Project Name Contained LCE (Kt) Volume (Mm3) mg/l) CODELCO Pedernales 10,100 400 21,000 Litica Salinas Grandes 10,880 795 44,960 Pure Energy Minerals Clayton Valley 63,980 123 40,921 Beijing Mianping Salt Lake Research Institute Dangxiongcuo 74,690 430 167,000 Eramet Centenario-Ratones 845,410 361 1,587,000 Pozuelos - Pastos Litica Grandes 276,830 464 667,943 International Lithium Corporation Mariana 216,420 311 350,000 Tibet Summit Sal de Los Angeles 147,390 501 383,990 NeoLithium Tres Quebradas 416,290 601 1,301,000 Pastos Grandes Millennial (Millennial) 415,170 428 924,000 Rincon Lithium Rincon 766,280 393 1,565,977 103 Simbol Mining Corp Salton Sea 303,850 200 316,000 Lithium Power International Maricunga (MJV) 69,350 1,123 405,000 Galaxy Resources Sal de Vida 347,330 753 1,360,000 Lithium Americas Cauchari-Olaroz 731,760 585 2,226,000 Yacimimientos de Litio Bolivianos Uyuni Salt Flat 1,961,540 1,000 10,200,000 Western Mining Group Co., Ltd. Taijiner 62,500 800 260,000 Orocobre Olaroz 337,240 690 1,210,000 Tibet Mineral Development Co.,LTD Zhabuye 215,030 1,250 1,397,727 SQM Atacama (SQM) 647,990 1,840 6,200,000 Albermarle Silver Peak 240,380 240 300,000 Albermarle Atacama (ALB) 62,710 1,840 600,000 FMC Hombre Muerto 220,890 740 850,000

31312 Bradda Head CPR_v45.docx July 2021 Page 24 of 103

06_261407 Bradda Head_pp64_pp190_CPR.qxp 08/07/2021 21:28 Page 104

SRK Consulting Bradda Head CPR – Main Report

Figure 4-2: Brine Lithium Projects

Of note, the projects at the earliest exploration stage are those with smaller Mineral Resources in terms of LCE, typically less than 1 Mt LCE. The more advanced projects at feasibility study stage, in construction or producing have Mineral Resources of 1 to 50 Mt LCE with in situ lithium brine grades mostly in excess of 700 mg/l Li. The producing asset with the lowest grade and smallest resource is Silver Peak, with a lithium grade of 240 mg/l Li and a Mineral Resource of 1.6 Mt LCE.

Brine projects have the advantage of low processing costs associated with pumped abstraction and solar evaporation. The main risk of elevated production costs, aside from low lithium grade, comes from adverse brine chemistry such as a high Mg/Li ratio. LCE product is typically produced on site.

4.3.2 Mature Salars

Mature salars (or salt lakes) have high porosity and permeability near surface decreasing rapidly with depth where salt becomes less permeable due to recrystallization and cementation of fractures. In these salars, the brine resource is normally confined to the zone from surface to 50 m below surface.

31312 Bradda Head CPR_v45.docx July 2021 Page 25 of 103 104 06_261407 Bradda Head_pp64_pp190_CPR.qxp 08/07/2021 21:28 Page 105

SRK Consulting Bradda Head CPR – Main Report

As well as vertical zonation, salars typically have a lateral zonation of physical properties resulting from coarser grained sediments on the margins of the basin grading to finer grained clastic units in the centre. In the centre of salars, where evaporation is generally highest, deposits may contain more carbonate, sulphate, and, finally, chloride evaporites.

4.3.3 Immature Salars

Immature salars have porosity and permeability controlled by individual layers in the sedimentary fill; brine resources may continue to depths of hundreds of metres, such as at the Silver Peak lithium brine production facility in Clayton Valley, Nevada. The porosity and permeability characteristics of immature salars may be highly variable due to differences between sand and gravel units and finer grained silts and clays and the different stratigraphic units typically contain different types of brine.

Davis et al. (1986) described a geological-geochemical model for lithium brines in Clayton Valley, Nevada, noting that lithium is concentrated in aquifers which are controlled by the sedimentological and hydrogeological characteristics of the host units adjacent to syn- sedimentary faults, and that basin controlling faults localise the higher grades.

In addition to Zenolith, a number of companies are exploring for similar deposits in Nevada. After identifying geographical features such as salt pans and broad valleys, these explorers use surface sampling and magneto-telluric (“MT”) geophysical methods to characterise the deposits at an early stage followed by drilling should results be encouraging. Lithium brine explorers in Nevada include:

• Pure Energy o Clayton Valley South project where there is a direct correlation between the MT low resistivity anomaly lithium brines in their drilled Mineral Resource.

• Caeneus Minerals Limited o Columbus Salt Marsh has an MT anomaly starting at surface, Caeneus announced in September 2017 the discovery of brines containing up to 95.9mg/l lithium at downhole depths between 79 to 100 m in their maiden drill programme which followed on from an MT low resistivity anomaly.

• Iconic Minerals o Bonnie Claire where deep drilling has intersected lithium in sediments and shallow lithium brines with modest lithium grades, a Mineral Resource has been estimated. o Smith Creek Valley where a recent MT survey has generated a low resistivity anomaly which will be drill tested.

• Reedy Lagoon Corp o Alkali Lake North has an MT anomaly, drill permits are being applied for.

• Argosy Minerals o Tonopah Big Smoky Valley has an MT anomaly along trend from the Silver Peak operation; a more detailed MT survey and drilling are being considered.

• Dajin Lithium Corp

• Teels Marsh has a MT anomaly; preparations have commenced to establish drill pads and access roads for a four-hole deep drilling programme

31312 Bradda Head CPR_v45.docx July 2021 Page 26 of 103 105 06_261407 Bradda Head_pp64_pp190_CPR.qxp 08/07/2021 21:28 Page 106

SRK Consulting Bradda Head CPR – Main Report

4.3.4 Oilfield Brines

Typically, significant quantities of brine are present in hydrocarbon reservoirs. When brought to the land surface during production, the water is termed “produced water”. Produced water is currently managed through processes such as recycling, treatment and discharge, spreading on roads, evaporation or infiltration and deep well injection. After treatment, produced water can be used for crop production and livestock management particularly in arid environments. Increasingly, produced water is used to enhance the production of hydrocarbons in unconventional resources using waterflooding and hydraulic fracturing.

The water and salts that make up brine in sedimentary basin formations have been of interest to the oil and gas industry for more than 100 years. In some areas of the USA, salts and other constituents in the brine historically have been, and in some cases currently are, of significant economic value. For instance, in Oklahoma, produced water is the largest source of iodine in the USA.

Brines from oil and gas production can contain high concentrations of dissolved ions (>100,000 mg/L) including lithium concentrations exceeding 100 mg/L. These brines have largely been ignored as commercial sources of lithium, in part because of the low ratio of lithium relative to other ions and the difficulty this poses for separation and recovery.

However, in many parts of North America these brines increasingly require treatment before reuse or sustainable disposal to manage environmental liabilities; such treatment presents an opportunity for potentially economical lithium recovery.

Over the past several years, the increasing demand for lithium has inspired some oil field facilities to consider implementing technologies to recover lithium from produced water, commonly referred to as “Petrolithium” projects. Technologies used for this purpose have included gravity separation, gas flotation and flocculation; other membrane filtration and osmosis technologies are being researched which may improve the economics of lithium extraction.

There are currently a few oilfield brine projects in development in North America, for example Standard Lithium’s Smackover project in Arkansas and MGX’s projects in Utah and Alberta.

31312 Bradda Head CPR_v45.docx July 2021 Page 27 of 103 106 06_261407 Bradda Head_pp64_pp190_CPR.qxp 08/07/2021 21:28 Page 107

SRK Consulting Bradda Head CPR – Main Report

5 ASSET DESCRIPTIONS 5.1 Burro Creek East

5.1.1 Location

Burro Creek East and Burro Creek West tenement packages are lithium clay projects situated between Phoenix and Las Vegas in central western Arizona, USA. Figure 5-1 shows the location of both projects. The nearest town is Wickenberg, just over an hour’s drive from Phoenix. Access to the property is a two-hour drive from Wickenberg via a reasonable dirt road which starts on Highway 93 just south of Wikieup and goes directly to Six Mile Crossing on Burro Creek.

All coordinates are reported in UTM NAD83 Zone 12 unless otherwise stated.

Figure 5-1: Burro Creek Location Map

5.1.2 Licence Description

The original Burro Creek East tenement comprises one Arizona State Mineral Lease and two Mineral Exploration Permits which together make a contiguous package of ground to the east of Burro Creek at Six Mile Crossing. They cover a total area of 3.78 km2. Payments are currently being made to maintain these with no changes in status for the near term.

31312 Bradda Head CPR_v45.docx July 2021 Page 28 of 103 107 06_261407 Bradda Head_pp64_pp190_CPR.qxp 08/07/2021 21:28 Page 108

SRK Consulting Bradda Head CPR – Main Report

Figure 5-2: Regional infrastructure map showing Burro Creek East (original State Mineral Lease package) and Burro Creek West licences

Figure 5-3: Burro Creek East tenement boundaries.

31312 Bradda Head CPR_v45.docx July 2021 Page 29 of 103 108 06_261407 Bradda Head_pp64_pp190_CPR.qxp 08/07/2021 21:28 Page 109

SRK Consulting Bradda Head CPR – Main Report

The tenement boundaries are shown in Figure 5-3 and outer boundary coordinates are given in Table 5-1.

The project area comprises arid desert with sparsely vegetated gently rolling hills of low to moderate relief. Burro Creek itself supports more vegetation and is situated between Burro Creek East and Burro Creek West tenement packages.

Burro Creek is one of few streams that has flowing water all year in Arizona and it has been designated as a Cultural and Riparian Area of Critical Environmental Concern (“ACEC”); whilst this does not impede exploration and mining, it will mean any environmental impacts from these activities receive extra scrutiny.

As part of the permitting process on the State Mineral Lease tenement package, Bradda Head commissioned an archaeological survey which identified and mapped a number of native American sites; however, none of these have been classified as major sites. These sites have been curated and accommodated in the exploration work conducted to date. This process has yet to be initiated for the new State Mineral Exploration Permits.

The State Mineral Leases were originally granted to a combination of Cheto Partners LLC (“Cheto”) and St Cloud Mining Company (“St Cloud”) in 1983. Cheto leases one of its licences adjacent to the contiguous Burro Creek East Project claims to Southern Clay Company which mines zeolites from the same sedimentary horizon which contains the lithium clays.

In October 2016, Zenolith, signed an exclusive option to acquire 100% title to the State Mineral Lease properties (excluding the claim leased to Southern Clay Company) by completing the following steps:

• a 90-day due diligence period which ended on 22 January 2017;

• a USD10,000 cash payment and an exploration investment of USD100,000 on the tenement areas during the first year after the end of the due diligence period;

• a subsequent arrangement over four years whereby each year, a cash payment of USD20,000 is made and an exploration investment of at least USD50,000 is made; and either:

o a payment of USD600,000 to complete the arrangement before the first of the end of a five-year period after the end of the due diligence period or the commencement of production of lithium or other minerals; or o extend the option agreement for up to two years whereby a payment of USD50,000 is made for each year and then making a payment of USD750,000 to complete the arrangement before the first of the end of a 7-year period after the end of the due diligence period or the commencement production of lithium or other minerals.

The agreement stipulates that additional ground within one mile of the existing tenements will be included in the agreement should any of Zenolith, St Cloud, or Cheto gain water or mineral rights in this wider area. Any such additional rights will first be agreed by all parties and then funded by Zenolith.

31312 Bradda Head CPR_v45.docx July 2021 Page 30 of 103 109 06_261407 Bradda Head_pp64_pp190_CPR.qxp 08/07/2021 21:28 Page 110

SRK Consulting Bradda Head CPR – Main Report

Table 5-1: Burro Creek East Tenement Coordinates (UTM NAD83 zone12)

STATE MINERAL LEASE 11-86283 (large block, Sections 7 and 8) ID Easting (m) Northing (m) ID Easting (m) Northing (m) ID Easting (m) Northing (m) 1 285122 3827299 6 286749 3828064 11 286319 3826868 2 285131 3827701 7 286739 3827662 12 285716 3826883 3 285533 3827692 8 287141 3827652 13 285725 3827285 4 285935 3827682 9 287132 3827250

5 285944 3828084 10 286328 3827270

STATE MINERAL LEASE 11-86283 (small block, Section 7)

ID Easting (m) Northing (m) 1 285122 3827299 2 285113 3826897 3 284913 3826902 4 284922 3827304

STATE MINERAL EXPLORATION PERMIT 8-120901 (Section 7, northern block)

ID Easting (m) Northing (m) ID Easting (m) Northing (m) 1 285533 3827692 6 283930 3827327 2 285131 3827701 7 283957 3828533 3 285140 3828103 8 285551 3828496 4 284336 3828122 5 284318 3827318

STATE MINERAL EXPLORATION PERMIT 8-120901 (Section 7, southwestern block)

ID Easting (m) Northing (m) ID Easting (m) Northing (m) 1 284912 3826902 6 284922 3827304 2 284711 3826906 3 284726 3827711 4 285131 3827701 5 285122 3827299

STATE MINERAL EXPLORATION PERMIT 8-120903 (Section 8, northern block)

ID Easting (m) Northing (m) ID Easting (m) Northing (m) 1 285944 3828084 6 286749 3828064 2 285954 3828486 3 287160 3828456 4 287141 3827652 5 286739 3827662

STATE MINERAL EXPLORATION PERMIT 8-120903 (Section 8, southern block)

ID Easting (m) Northing (m) 1 286328 3827270 2 287132 3827250 3 287123 3826848 4 286319 3826868

31312 Bradda Head CPR_v45.docx July 2021 Page 31 of 103 110 06_261407 Bradda Head_pp64_pp190_CPR.qxp 08/07/2021 21:28 Page 111

SRK Consulting Bradda Head CPR – Main Report

5.1.3 Regional Geology

The project area lies between the Colorado Plateau and the Basin and Range provinces. The basement geology of the area is dominated by Pre-Cambrian granitic intrusions and metamorphic rocks which are overlain mainly by Tertiary sediments, pyroclastics and lava flows.

The Yavapai Series Pre-Cambrian rocks comprise Early and Middle Proterozoic granites, granodiorites, diorites and gabbros including some large granitic plutons. Metamorphism has resulted in the development of mica schists, hornblendite and orthoclase augen gneiss in places. These basement rocks have an erosional top contact.

Late Cretaceous to Early Tertiary pyroclastics (intruded by associated rhyolite dykes) termed the Greyback Mountain Tuff, immediately overlies the basement in places; this is reportedly up to 500 feet (150 m) thick. Quartz Monzonite stocks which intruded in this period include the copper mineralised porphyry exploited at the Bagdad mine and probably the Lawler Peak Granite.

A series of faults that were active in the Miocene and Oligocene epochs resulted in the development of a number of basins in the area, these were initially filled with high energy sediments such as the Gila Conglomerate followed by lacustrine and fluvial sediments resulting in overlying sandstones, siltstones, a dolomitic layer and intercalated tuff horizons.

In the Pliocene, the basins were affected by a second episode of tilting and faulting. This was followed by the deposition of basalts, pyroclastic cones and bedded tuffs of the Wilder Formation which was deposited in a mainly lacustrine environment. Later, in the Pleistocene, these were partially eroded by river channels and then covered by the Sanders basalt flows which filled the channels and widely covered the area, these basalts cap the mesas now seen in the landscape.

5.1.4 Local Geology

At Burro Creek East, lithium mineralisation is found in a faulted clay-rich unit (TClay; Figure 5-4) up to 96 m thick that is flat-lying to gently dipping and outcrops at surface and is at a shallow depth within the tenement area. Miocene–Pliocene faulting created basins in which tuffs and lacustrine sediments were deposited; subsequent mineralisation is thought to be due to hydrothermal and hot-spring alteration of these rocks.

Lithium is present in saponite and possibly hectorite, which are members of the smectite group of clay minerals. These lithium-bearing clays are generally considered to be the result of a hydrothermal alteration event related to post depositional circulation of hydrothermal fluids and hot springs. There are also silica nodules present in the mineralised horizon.

The Li-bearing unit (TClay) is part of a layered sequence of Tertiary lacustrine sediments, tuffs, pyroclastic breccias and basalts that sit on top of much older (Proterozoic) eroded igneous and metamorphic basement. The sequence was deposited in basins that developed as a result of Miocene and Oligocene faulting and was affected by a more recent phase of faulting in the Pliocene. The sequence was subject to partial erosion by river channels during the Pleistocene and was most recently capped by basalt flows. Figure 5-4 is a geological map of Burro Creek East compiled by WIM (2019) based on 2016 surface mapping and the 2018 RC drilling and mapping campaign; the key shows geological units in chronological and stratigraphic order, youngest at the top.

31312 Bradda Head CPR_v45.docx July 2021 Page 32 of 103 111 06_261407 BraddaHead_pp64_pp190_CPR.qxp08/07/202121:28Page112

SRK Consulting Bradda Head CPR – Main Report

112

Figure 5-4: Geological map of the Burro Creek East project showing the outline of all tenements and locations of 2018 drillholes (Source: WIM, 2018)

31312 Bradda Head CPR_v45.docx July 2021 Page 33 of 103

06_261407 Bradda Head_pp64_pp190_CPR.qxp 08/07/2021 21:28 Page 113

SRK Consulting Bradda Head CPR – Main Report

When exposed at surface, Tclay is easily recognized by lack of vegetation, pastel colours, and a distinctive “popcorn” texture that forms on the weathered surface; however, the clay tends to be obscured on slopes by thin colluvial deposits.

A thin (4–10 m) low-grade to unmineralised marker “lapilli tuff” unit (Ttl) divides the Tclay into “upper clay” and “lower clay” units throughout much of the tenement area. Due to budgetary constraints, holes BCRC18-06, 09, 10, 13, and 14 stopped before intersecting lower clay thus the total thickness of the Li-bearing unit is not known in those areas.

5.1.5 Exploration Work Completed

Based on encouraging lithium grades encountered during industrial clay exploration by GSA Resources Inc in the 1980s, Zenith initiated reconnaissance surface sampling in the Burro Creek area in March 2016. Positive assay results led Zenith to acquire mineral rights and, through its US-based consulting team, WIM, conducted more detailed surface exploration work in September and December of 2016. Positive results from 2016 geological mapping, rock-chip sampling, and a passive seismic survey led to the 14-hole reverse-circulation (“RC”) drilling programme conducted in April and May of 2018.

Historic Exploration and Local Operations

GSA Resources Inc conducted exploration, drilling, sampling, and land acquisition in the area on behalf of Vanderbilt Minerals Corp from April to September 1983 (Burch, 2016). Twenty- three rotary and core drillholes were completed in the vicinity; ten of these were drilled on the present-day Burro Creek East state lease area. The other holes were drilled on what is now BYK Additives Inc’s (“BYK”) adjacent specialty clay mine property and in Burro Creek West. BYK’s specialty clay mine (shown on Figure 5-5) produces small annual tonnages of cosmetics- grade saponite clay from a high-purity, high-brightness beige and white clay.

The historic drilling results have not been reviewed in detail, nor have they been verified. Lithium was not the commodity of interest at the time; however, five holes were selectively assayed and reported lithium grades of 465–3577 ppm.

Surface Geochemical Sampling

WIM (on behalf of Zenith) conducted surface geochemical sampling between 2016 and 2018. Sampling was conducted at both the Burro Creek East and the Burro Creek West state lease areas. No work has been undertaken on the Burro Creek East MEP areas. A total of 178 samples were collected by WIM and assayed by ALS Minerals (“ALS”) in Vancouver, Canada (“ALS Vancouver”), using multi-element ICP-MS with four-acid digestion. This provided confidence in the extent of Li mineralised clays. Figure 5-5 shows colour-coded lithium values at sample sites in the Burro Creek East state lease area.

31312 Bradda Head CPR_v45.docx July 2021 Page 34 of 103 113 06_261407 BraddaHead_pp64_pp190_CPR.qxp08/07/202121:28Page114

SRK Consulting Bradda Head CPR – Main Report

114

Figure 5-5: Lithium values of surface samples taken in the original package of Burro Creek East State Mineral Leases. BYK specialty clay pit shown with stippled black line (Source: WIM, 2019)

31312 Bradda Head CPR_v45.docx July 2021 Page 35 of 103

06_261407 Bradda Head_pp64_pp190_CPR.qxp 08/07/2021 21:28 Page 115

SRK Consulting Bradda Head CPR – Main Report

Passive Seismic Survey

Concurrent with geological mapping and geochemical sampling in 2016, WIM conducted a passive seismic survey of the Burro Creek project area using Tromino® field instruments. Data was processed and interpreted using Grilla® software by Zenith’s geophysics consultant Resource Potentials, of Perth, Australia. This provided some confidence in the continuity of the strata of interest.

Two lines, shown on Figure 5-6, were completed: line BC-01 was an east-west oriented line 4.8 km long consisting of 33 recording stations encompassing both Burro Creek East and Burro Creek West, and the land in between. Line BC-02 was a north-south oriented line with nine recording stations 1.6 km long spanning the Burro Creek East state lease area.

Results of the survey confirmed an overall gentle northerly dip of the lithium clay deposit and provided Zenith with strong evidence corroborating their interpretation that Tertiary volcanic and sedimentary strata drill-defined at Burro Creek East are also found in Burro Creek West. It also indicated that the strata are vertically offset at a few places by faults, usually by less than a few tens of metres. The depth to Proterozoic crystalline basement was underestimated by the passive seismic interpretation when compared with to the one recent drillhole which penetrated the basement (at a depth of 175 m).

A strong seismic response contrast is observed along the full profile line from Burro Creek East to Burro Creek West (bright red and orange zones in Figure 5-7). Although this appears to correlate with the lapilli tuff marker unit (Ttl) it may also relate to density contrasts between soft clays and harder conglomerates or limestone beds.

31312 Bradda Head CPR_v45.docx July 2021 Page 36 of 103 115 06_261407 BraddaHead_pp64_pp190_CPR.qxp08/07/202121:28Page116

SRK Consulting Bradda Head CPR – Main Report

116

Figure 5-6: Locations of Tromino passive seismic stations (Source: WIM, 2016)

Figure 5-7: Profile of passive seismic line BC-01, showing drillhole BCRC18-01 and depth to Proterozoic basement, looking north (Source: WIM, 2016)

31312 Bradda Head CPR_v45.docx July 2021 Page 37 of 103

06_261407 Bradda Head_pp64_pp190_CPR.qxp 08/07/2021 21:28 Page 117

SRK Consulting Bradda Head CPR – Main Report

Geological Mapping

Geological mapping of Burro Creek East project area carried out by WIM (on behalf of Zenith) was updated in 2018 using new information from the 14 RC drillholes, and exposures created during drill road, pad, and sump construction. Figure 5-4 shows the revised geological map of the original Burro Creek East project area. The 2018 mapping revealed three key findings:

1. The lithium-bearing clay unit was more extensive than previously thought because it is often covered by erosional detritus on moderate and steep slopes.

2. At least two faults vertically offset the lithium-bearing horizon. The most significant is the north-south fault through the middle of the Burro Creek East state lease area.

3. Steep dips in the volcanic unit overlying the lithium clay initially attributed to multiple small tectonic faults are actually rootless rotated landslide blocks; as a result the underlying geometry of the lithium clay unit is now much simpler than initially described.

Drilling

BHHL completed a 14-hole RC drilling programme on the Burro Creek East state lease area in April and May 2018 on nominal 200–250 m spacing, with locations frequently constrained by topography and difficult access. Collar locations and total depths in metres drilled are shown on Figure 5-8. The drill programme was managed by WIM and the drilling contractor was Harris Exploration Drilling based in San Diego, California.

Figure 5-8: Drillhole location map showing original Burro Creek East State Mineral Lease package, access roads and BYK’s specialty clay mine (orange outline). Compiled by WIM (2018).

31312 Bradda Head CPR_v45.docx July 2021 Page 38 of 103 117 06_261407 Bradda Head_pp64_pp190_CPR.qxp 08/07/2021 21:28 Page 118

SRK Consulting Bradda Head CPR – Main Report

The original drill plan listed 17 holes, but because the depth to basement and thickness of the lithium-bearing clay unit were greater than expected and the first five holes were drilled to greater depths than anticipated, budget limitations required cutting the number of holes drilled. The last 9 holes tested only the upper portion of the lithium-bearing clay, stopping in the lapilli tuff marker unit (Ttl) that often separates the upper part of the clay zone from the lower part. The full thickness of the clay zone has therefore not been tested; further drilling is needed to fully evaluate the lithium deposit in Burro Creek East.

SRK reviewed the drilling procedures and confirmed that the data acquired was of sufficient quality to support a Mineral Resource statement albeit that the following four issues were identified:

• The RC drilling method used to date relies on water injection give the sticky nature of clay samples. While wet RC drilling is generally considered to increase the risk of sample to sample contamination, in this case that risk was largely mitigated with careful attention to cyclone and splitter cleaning.

• Representative density measurements cannot be taken easily during RC drilling and therefore the density of drilled intervals was estimated based on averaged specific gravity measurements taken from surface grab samples, which may not be representative of the clay units, particularly at depth.

• No downhole surveys were carried out due to budgetary constraints and the short, vertical nature of holes

• The drilling sample recoveries (60%–80%) are low by international standards and are estimates only, based on sample weights, average dry densities, and assuming a hole diameter equal to the drill bit diameter.

SRK recommends using an alternative to wet RC drilling in future. Given the soft nature of the clay, a wide diameter PQ drill core may be worth considering for example albeit that this will require careful monitoring by company geologists to reduce advance rate through clay in order to maximise recovery. A better alternative may be sonic drilling, which not only will maximise recovery but will also provide greater sample weight per metre to the benefit of metallurgical testwork.

Notably, while SRK considers that the data acquired through wet RC drilling alone could be used to support the reporting of Inferred Mineral Resources, an improved drilling technique, either sonic drilling or diamond core, would collect more accurate and detailed information regarding density and geology (including structures), and potentially enable future resource estimates to be reported in the higher confidence categories. Core holes could also be used to “twin” RC holes such as BCRC18-06 and others that did not penetrate the full thickness of the lithium-bearing clay unit. The new core holes should be drilled within 5 to 10 m horizontally of the RC holes but should go deeper and test the full thickness of the clay, and they would provide useful cross-comparisons of assays and recoveries of core versus RC methods. Further density testwork is also recommended to improve confidence in future tonnage estimates, ideally using core samples from the deeper parts of the deposit

31312 Bradda Head CPR_v45.docx July 2021 Page 39 of 103 118 06_261407 Bradda Head_pp64_pp190_CPR.qxp 08/07/2021 21:28 Page 119

SRK Consulting Bradda Head CPR – Main Report

Surveys

Collar surveys were measured with handheld GPS which is considered reasonable at this early exploration stage given the relatively simple orebody geology; however, SRK recommends that all collars be re-surveyed using high-precision GPS (such as differential GPS, “DGPS”) in future.

Topographic survey data was generated from airborne interferometric synthetic aperture radar (“IFSAR”) survey data with X-Y resolution of 5 m, which is also considered to be reasonable at this stage, especially given the relatively flat-lying nature of the terrain.

Sampling and QA/QC

Assay data was generated by internationally-accredited ALS Minerals facilities from ISO 14001- 2004 certified laboratories (in Tucson Arizona, USA and Vancouver, Canada) using appropriate 4-acid digestion ICP-MS methodology. Robust QA/QC procedures (“blind” insertion of blanks, field duplicates and CRM samples to the laboratory sample stream at an insertion rate of 12%) put in place allowed for detailed analysis of data quality. The results of the CRM, duplicates, and blanks highlighted no issues with accuracy, precision, or contamination.

SRK notes, however, that the grades of the CRMs are substantially higher than the grades of the Burro Creek samples and have a different mineral matrix being from pegmatite. For future assaying campaigns it is therefore recommended that clay-material CRM with similar grades to Burro Creek East samples are used, which would be more representative of the deposit.

5.1.6 Mineralogy and Metallurgical Testwork

J. E. Litz and Associates and Hazen Research performed mineralogical and chemical analysis on a bulk sample of representative Li-bearing clay collected at surface on Burro Creek East. Results show the lithium occurs within saponite (smectite group hectorite-type clays).

Mineralogical analysis has indicated the presence of magnesite, calcite, feldspar, mica and dolomite. The presence of magnesite represents a challenge as it is likely to be more reactive with acid than saponite, potentially leading to extra acid consumption and higher costs for extraction. Additionally, magnesium (Mg), calcium (Ca), sodium (Na) and potassium (K) are all present in the ore mineralogy and are potential contaminants of a lithium product (especially Mg) and may mean that the clay will require roasting and/or strong acid leaching to release the lithium into solution.

It should be noted that these analyses are based on tests of a single bulk surface sample that may not be representative of the less weathered clays at depth.

2016–2017 testwork

J. E. Litz and Associates and Hazen Research (2016; 2017) carried out a series of diagnostic tests on a bulk representative clay sample (described above) to compare the lithium recovery from a range of processing techniques. Initial testwork was designed to investigate whether lithium could be released through direct mild acid leach. This was followed by tests to assess the effectiveness of an aggressive acid leach and heating process. Subsequent testwork was designed to reduce acid consumption and focussed on additive-roast water-leach procedures, with the addition of a sulphating reagent (gypsum or pyrite).

31312 Bradda Head CPR_v45.docx July 2021 Page 40 of 103 119 06_261407 Bradda Head_pp64_pp190_CPR.qxp 08/07/2021 21:28 Page 120

SRK Consulting Bradda Head CPR – Main Report

Direct acid leach studies, using mild HCl acid, were carried out by J. E. Litz and Associates in 2016, and were repeated in 2017. The results of both studies were very similar and show that less than 4% of the lithium contained in the sample is released through direct mild acid leach; that is, the lithium is refractory to this processing approach.

J. E. Litz and Associates and Hazen Research (2017) evaluated lithium yields using a process involving aggressive acid leaching (strong sulphuric acid) and elevated temperatures. The results show that 78%–91% of contained lithium can be extracted using this technique; however, the acid consumptions were also extremely high (acid is a major capital cost in processing). The high acid consumption indicates that the gangue minerals are significant acid- consumers (as was expected based on the identification of magnesite during mineralogical studies described in Section 5.1.6).

In order to improve lithium release and reduce acid consumption testwork was carried out to study a processing technique involving the addition of a sulphate-source prior to high temperature roasting (calcination), followed by grinding and water leach (J. E. Litz and Associates and Hazen Researc, 2017; reviewed in SRK, 2018). In this process sulphate complexing of magnesium and calcium is expected to enhance recovery of lithium. A similar approach, but using a combination of halite and gypsum, is being assessed by Bacanora Minerals Ltd for lithium extraction at the Sonora Lithium project in Mexico. Two sulphate sources were assessed; gypsum and pyrite (plus calcium carbonate additive).

For the gypsum-roast water-leach process, only 35%–40% of the contained Li was obtained. Grinding and re-leaching of residual solids did not lead to any significant improvement in the yield (additional lithium solubility of only 1.6%). Additional testing was carried out to evaluate whether the initial clay particle size affected the roast efficiency; finer clay sizes yield a slightly higher proportion of soluble lithium; although, not by a significant amount (41% compared with 35%). Pyrite-roast water-leach testwork demonstrates a significant improvement over the gypsum-only water-leach tests; yielding 56%–61% soluble lithium.

Additional testwork was carried out to evaluate the effect of using calcium carbonate or sodium chloride as an additive in the gypsum-roast water-leach tests and examine the effect of using less calcium carbonate in the pyrite-roast water-leach tests. It was found that the use of additives greatly enhanced the dissolution of lithium in gypsum-roast water-leach tests, from 35% to 66%. A moderate reduction in the percentage addition of calcium carbonate (from 60% to 40%) was found to improve lithium solubility from pyrite-roast water-leach tests. The highest proportion of soluble lithium (76%) was obtained from a pyrite-roast with calcium carbonate additive (8% pyrite, 40% calcium carbonate).

A series of 18 optimisation tests were performed (J. E. Litz and Associates and Hazen Research, 2017; reviewed in SRK, 2018) to determine what proportion and type of reagent addition would yield maximum lithium dissolution. The test results indicate that both gypsum- based and pyrite-based roast and water-leach processes can recover more than 86% of the contained lithium.

The best results for the gypsum-based system extracted 88.7% of the contained lithium from a clay sample with additions of 15% gypsum, 7.5% sodium chloride, and 30% calcium carbonate. The best results for the pyrite-based system extracted 86.8% of the contained lithium from a clay sample with additions of 7.5% pyrite, 7.5% sodium chloride, and 40% calcium carbonate.

31312 Bradda Head CPR_v45.docx July 2021 Page 41 of 103 120 06_261407 Bradda Head_pp64_pp190_CPR.qxp 08/07/2021 21:28 Page 121

SRK Consulting Bradda Head CPR – Main Report

Optimum gypsum-based and pyrite-based additive roast tests also extracted high levels of potassium compared with the other optimisation tests (although the percentage recovery was not calculated); however, subsequent testwork is needed if optimisation of potassium recoveries is deemed a priority.

2018 testwork

The most recent metallurgical testwork, carried out in June 2018, builds on the 2017 roast-leach optimisation tests and was designed to test both gypsum-based and pyrite-based roast and water-leach protocols for higher grade versus lower grade Li-bearing clay samples.

Based on previous lithium assay results for interval samples of TClay from hole BCRC18-14, J. E. Litz and Associates and Hazen Research (2018) grouped the samples into two metallurgical zones, a higher grade upper zone (Met #1; average 1361 ppm Li) and a lower grade lower zone (Met #2; average 707 ppm Li) and produced a composite sample for each for subsequent testwork. It should be noted that the upper and lower zones described here are different to the upper and lower TClay horizons described elsewhere in this report. Hole BCRC18-14 terminated in the lapilli tuff layer; i.e. all the material provided for 2018 metallurgical testwork comes from the upper part of the mineralised TClay unit.

The results of the testwork show no significant difference between the results for Met #1 and Met #2; that is, the efficiency of the roast-leach protocol is not correlated with the original amount of contained lithium. For both composited samples, the best lithium extractions were obtained from a gypsum-based roast-leach with 20% gypsum, 35% calcium carbonate and 5% sodium chloride: Met #1 yielded 85.3% soluble lithium and Met #2 yielded 83.7% soluble lithium.

SRK Comments

The metallurgical assessment at Burro Creek is still in an early stage of development. The work so far has demonstrated the mineralised material will not leach under ambient conditions and that the presence of high acid consuming gangue mineral phases will likely increase operational costs. Further comminution testwork is required to determine if reagent-consuming gangue can be removed from the clays. The best results were achieved from a gypsum-based roast-leach approach, where heat is used to fracture-open the Li-bearing clay and the addition of a reagent helps liberate the lithium from the matrix.

The presence of magnesium represents a well-known challenge, as the Mg is difficult to separate from the Li. Additional testwork will be required to understand how to remove the Mg contaminant.

It should be noted that the majority of the testwork (J. E. Litz and Associates and Hazen Research, 2016; 2017) was based on subsamples from a single bulk sample collected at surface. This sample may not be representative of the clays at depth. Additional testwork in 2018 used two composited samples from drillhole BCRC18-14; however, as this drillhole terminated in the Ttl marker unit, both samples come from the upper clay. Given this, the lower clay remains untested with regards to metallurgical processing.

Based on the testwork to date, production of lithium is estimated to cost approximately USD 4000-5000/t LCE, using broadly analogous process costs (SRK, 2018). The work has identified a possible process route for recovery of lithium; however, more work is needed before any conclusions can be drawn.

31312 Bradda Head CPR_v45.docx July 2021 Page 42 of 103 121 06_261407 Bradda Head_pp64_pp190_CPR.qxp 08/07/2021 21:28 Page 122

SRK Consulting Bradda Head CPR – Main Report

5.1.7 Mineral Resource Estimation

SRK produced a maiden Mineral Resource Estimate (“MRE”) and Exploration Target for Burro Creek East, effective as of 21 September 2018 (SRK, 2018). The MRE was reported in accordance with, the rules, the reporting standards and the terms and definitions given in “The Australasian Code for the Reporting of Exploration Results, Mineral Resources and Ore Reserves, The JORC Code, 2012 Edition” as published by the Joint Ore Reserves Committee of the Australasian Institute of Mining and Metallurgy, Australian Institute of Geoscientists and Minerals Council of Australia” (“JORC Code”). The JORC Code is a reporting code which has been aligned with the Committee for Mineral Reserves International Reporting Standards (“CRIRSCO”) reporting template and is considered to be an international reporting standard which is recognised and adopted world-wide for market-related reporting and financial investment.

The Mineral Resource and Exploration Target estimates were completed under the supervision of Mr Martin Pittuck, who is a full-time employee of SRK and a Chartered Engineer with the Institute of Materials Minerals and Mining (“CEng”). He has sufficient experience which is relevant to the style of mineralisation under study to qualify as a Competent Person (“CP”), as defined by the JORC Code. Mr Pittuck visited the project area on 25 July 2017 (prior to the drilling programme) and is of the opinion that the data has been collected and reported in a suitable manner to allow for reporting of a Mineral Resource in accordance with the JORC Code.

The Mineral Resource model was constructed by SRK based on the 2018 RC drilling data and updated geological maps and cross-sections provided by BHHL. SRK carried out the following steps to produce the MRE:

• database validation;

• geological modelling in Leapfrog Geo 4.3.1 software;

• statistical analysis and definition of domains;

• block modelling and grade interpolation using Datamine Studio RM software;

• model validation;

• resource classification;

• assessment of “reasonable prospects for eventual economic extraction” and selection of appropriate reporting cut-off grades; and

• preparation of the Mineral Resource Statement.

Geological Modelling

SRK constructed a geological model in Leapfrog Geo 4.3.1 software comprising four modelled fault blocks (Figure 5-9) and boundaries between eight major stratigraphic units (Figure 5-10 and Figure 5-11).

The modelling was based on SRK’s interpretation of surface maps and drilling data provided by BHHL. SRK compared the resultant geological model with BHHL’s interpreted cross-sections and found that there to be good agreement. SRK is satisfied that there is sufficient data of acceptable quality to support the geological interpretations on which the MRE is based. Key features of the model are:

31312 Bradda Head CPR_v45.docx July 2021 Page 43 of 103 122 06_261407 Bradda Head_pp64_pp190_CPR.qxp 08/07/2021 21:28 Page 123

SRK Consulting Bradda Head CPR – Main Report

• Fault blocks: Burro Creek East is divided into Eastern and Western domains along a major N-S fault (Figure 5-9). The Eastern domain comprises the East Block and Southern Wedge and the Western domain comprises the Central Block and SW Block. There is drilling data for the two major fault blocks (East Block and Central Block; Figure 5-9) which covers most of the state lease area; however, two smaller fault blocks (Southern Wedge and SW Block) have not yet been drilled.

• Li-bearing clay-rich tuffaceous sediments (TClay). Throughout most of the model, the Li-bearing clay unit is divided into an upper and lower layer, sandwiching a thin lapilli tuff (Ttl) horizon. Only the upper layer is exposed at surface (see Sections 1 and 2; Figure 5-11). In the Central Block the upper and lower layers are a maximum of 58 m and 38 m thick, respectively (as measured in BCRC18-01), and the unit dips approximately 10° to the northwest. The unit is interpreted to thin up-dip to the southeast, and it is interpreted to continue down-dip to the northwest outside the state lease boundary underneath Burro Creek itself. The TClay unit is thinner in the Eastern Block, with an upper interval of 27 m and a lower interval of 15 m intersected in BCRC18-07 (see Section 2; Figure 5-11). The Eastern Block is uplifted with respect to the Central Block and consequently the upper layer of TClay has been more deeply eroded in this area. To the north the upper layer has been completely removed by erosion so that the internal Ttl horizon is exposed at surface.

• Lapilli tuff (Ttl). This unit forms a thin (≤10 m thick) layer within the clay-rich tuff. The lapilli tuff is a good indicator for the overall dip of the surrounding clay-rich tuff (see Sections 1 and 2; Figure 5-11). In the Central Block, it dips at around 10° to the northwest; in the Eastern Block it dips at approximately 5° to the north-northeast. In both the Eastern and Central blocks the lapilli tuff horizon pinches out to the south resulting in a single, thick, continuous TClay layer (for example, 69 m intersected in BCRC18-03; see Section 2 Figure 5-11).

• Overlying volcanics and sediments. Tuff breccia and basalts (Ttbxb) were modelled as a cap, overlying the clay-rich tuff. Although mapping and drilling indicates that the contact surface is irregular and erosive; drilling confirms that TClay is often present beneath this unit.

• Alluvial fan (Qa and Qao) and landslide (Qlstb) deposits were modelled as a single unit, generally only where they overlie the Li-bearing TClay unit. They indicate areas where there may have been minor erosion of TClay in river gullies, but generally act as a drape concealing the mineralisation at surface. In the Eastern Block, in the peripheral parts of the model, SRK’s model did not differentiate these units from the underlying tuffs.

31312 Bradda Head CPR_v45.docx July 2021 Page 44 of 103 123 06_261407 Bradda Head_pp64_pp190_CPR.qxp 08/07/2021 21:28 Page 124

SRK Consulting Bradda Head CPR – Main Report

Figure 5-9: Plan view of modelled fault blocks

Figure 5-10: Plan of SRK modelled lithology surface expression

31312 Bradda Head CPR_v45.docx July 2021 Page 45 of 103 124 06_261407 BraddaHead_pp64_pp190_CPR.qxp08/07/202121:28Page125

SRK Consulting Bradda Head CPR – Main Report

125

Figure 5-11: Cross-sections through the SRK geological model

31312 Bradda Head CPR_v45.docx July 2021 Page 46 of 103

06_261407 Bradda Head_pp64_pp190_CPR.qxp 08/07/2021 21:28 Page 126

SRK Consulting Bradda Head CPR – Main Report

Statistical analysis

Within the TClay, although individual drillholes displayed patterns in grade variability with depth, the patterns were not consistent from one drillhole to the next and no consistent stratigraphic relationship in the location of higher grades was identified. However, with infill drilling, sub- domains of lower- and higher-grade material may be resolved in future.

A histogram of lithium grades in samples of TClay (Figure 5-12A) shows a positively-skewed normal distribution. Analysis of the high grade tail of lithium values (Li ≥ 1,200 ppm; pink box on Figure 5-12A) shows that most of these samples lie to the west of the N-S fault, in the Central fault block (Figure 5-12B).

Figure 5-12: Spatial distribution of high-grade Li samples. A) Histogram of Li values in TClay; B) Oblique view of the location of the high-grade Li samples

Block modelling and Grade Interpolation

SRK constructed a block model based on the geological modelling. Block model parameters were chosen to appropriately reflect the lateral and down-hole grade variability while taking into consideration the relatively wide drill spacing (150 to 200 m in the centre of the licence area, 300 to 400 m on the periphery). Block modelling and grade interpolation were undertaken using Datamine Studio RM software.

Based on observations of the spatial distribution of elevated lithium grades the block model was divided along the N-S fault into Eastern and Western domains. Lithium (Li, ppm) and potassium (K, %) block grades were estimated within the clay-rich tuff (TClay) and internal lapilli tuff (Ttl) in the Eastern and Western domains. Due to the wide drill-hole spacing (150–400 m) compared to the short range down-hole changes in lithium grades, SRK employed a simple block grade interpolation procedure based on the distance to samples, Inverse Distance Weighting squared (“IDW”). SRK (2018) considers this method to be appropriate for the initial MRE, given the current quantity and spacing of data.

31312 Bradda Head CPR_v45.docx July 2021 Page 47 of 103 126 06_261407 Bradda Head_pp64_pp190_CPR.qxp 08/07/2021 21:28 Page 127

SRK Consulting Bradda Head CPR – Main Report

Figure 5-13: Block model visual validation; plan and cross-sections.

31312 Bradda Head CPR_v45.docx July 2021 Page 48 of 103 127 06_261407 Bradda Head_pp64_pp190_CPR.qxp 08/07/2021 21:28 Page 128

SRK Consulting Bradda Head CPR – Main Report

Average densities were applied to model blocks by lithology (based on the only available density data from measurements of surface grab samples) to calculate model tonnages. This approach is considered adequate for the MRE as presented here; however, SRK recommends that in future, frequent density measurements are taken from drill core to test the density variation with depth and so enable the MRE to be reported in higher confidence categories.

SRK validated the block model through visual inspection of block grades compared with composited drillhole data in 3D and cross-section (Figure 5-13), and by comparison of mean block model grades with mean composite data. SRK believes that the block model reflects the current understanding of the geological controls on the distribution of mineralisation and provides an acceptable basis for the MRE.

Mineral Resource Classification

Block model tonnage and grade estimates for the Project were classified according to the terminology and definitions given in the JORC Code by Martin Pittuck who is a Competent Person with 20 years of experience in the estimation of Mineral Resources with specific experience in lithium deposits.

Mineral Resource classification should be a subjective process; and it should consider the geological confidence in the geometry and continuity of the mineralised structures, the quality and quantity of exploration data supporting the estimates and the distribution of grades in the estimated model.

SRK is satisfied that the geological modelling honours the geological mapping and logging information and extrapolates this reasonably, resulting in a realistic representation of geological layering with faulted offsets.

SRK has also considered sampling quality, representivity and accuracy of historical and recent assaying and density determinations. The sampling information was acquired by reverse circulation drilling using water injection and achieved sample recoveries in the order to 60-80%. The method and low sample recovery limit the reliability of the sampling; this will need to be improved in future to raise confidence in the estimate.

The data has a variable spacing, with drill collars located approximately 150 m apart in the centre of the licence area, and up to around 400 m apart towards the licence boundaries. Whilst this is adequate to build on the mapping data to result in a robust 3D geometry of the model, the internal distribution of high and low grades will need to be confirmed by closer spaced drilling in future.

The QA/QC results suggest an acceptable level of quality for the assays. The CRMs used to date have demonstrated reasonable consistency at the primary laboratory although in future it will be beneficial to find matrix matched CRMs with grades that are more similar to the deposit.

It is SRK’s view that the current data density and quality is sufficient to report an Inferred Mineral Resource.

31312 Bradda Head CPR_v45.docx July 2021 Page 49 of 103 128 06_261407 BraddaHead_pp64_pp190_CPR.qxp08/07/202121:28Page129

SRK Consulting Bradda Head CPR – Main Report

129

Figure 5-14: SRK classification of block model

31312 Bradda Head CPR_v45.docx July 2021 Page 50 of 103

06_261407 Bradda Head_pp64_pp190_CPR.qxp 08/07/2021 21:28 Page 130

SRK Consulting Bradda Head CPR – Main Report

Figure 5-14 shows SRK’s classification of the Burro Creek East block model. An Inferred classification was applied to parts of the deposit within 150 m of at least two drill intercepts. Some drillholes penetrated the upper layer of Li-bearing clay-rich tuff and terminated in the lapilli tuff, failing to intersect the lower clay; consequently, a smaller area of lower clay is classified as Inferred. Some parts of the model were excluded from the Mineral Resource as they are yet to be tested by drilling.

The red shapes represent areas where SRK considers there to be good potential to add to the Mineral Resource with more drilling within the original state lease package and the pink shapes represent similarly prospective areas which are outside of the original state lease package. Conversely, in the white areas, SRK considers there to be little to no potential for finding more mineralisation.

Infill drilling and deepening of the current drillholes will be required to increase confidence in the Mineral Resource in future to a level suitable for the estimation of Ore Reserves. A more suitable drilling method with better sample recovery will also be necessary to achieve this; for example, PQ coring or sonic drilling, which will also allow more representative density determinations to be undertaken.

Mineral Resource Cut-off Grade and Practical Limits

To ensure that the reported Mineral Resource demonstrates ‘reasonable prospects for eventual economic extraction’, as required by the JORC Code, SRK undertook a cut-off grade analysis along with preliminary open pit optimisation study. As the Burro Creek East project is at an early-stage, the numbers utilised in the optimisation study are preliminary and some are based on SRK’s experience with similar projects.

Table 5-2: Pit optimisation parameters as of 21 September 2018* Parameters Units Value Comment Pit Slope Footwall (Deg) 45 SRK assumption Hangingwall (Deg) 45 SRK assumption Mining Factors Dilution (%) 5 SRK assumption Recovery (%) 95 SRK assumption Processing Recovery Li (%) 75 SRK estimate based on preliminary testwork results* Operating Costs

Processing, Mining, (USD/tLCE) 5,000 Estimate based on preliminary metallurgical testwork

G&A (USD/tore) 27 results and similar projects (%) 6 Selling Cost (Royalty) State of Arizona royalty applicable to clay resources (USD/tore) 2.58 Metal Price

Lithium Carbonate (USD/tLCE) 18,000 One year trailing average *Note: testwork recoveries are in excess of 80%; however, in SRK’s experience it is prudent to be more conservative to allow for up-scaling of process flowsheet to an industrial scale.

SRK ran a number of pit optimisation runs which showed that all the blocks classified as Inferred have reasonable prospects for eventual economic extraction by open pit mining.

31312 Bradda Head CPR_v45.docx July 2021 Page 51 of 103 130 06_261407 Bradda Head_pp64_pp190_CPR.qxp 08/07/2021 21:28 Page 131

SRK Consulting Bradda Head CPR – Main Report

The cut-off grade generated by the optimisation process and by separate checks was calculated to be approximately 300 ppm Li. No additional revenue from potassium was assumed for this exercise.

The resource tonnage is not very sensitive to cut-off grades around 300 ppm Li but is very sensitive at cut-off grades of 600 ppm Li and above.

Mineral Resource Statement

The Mineral Resource statement for the Burro Creek East Project as of 21 September 2018 is presented in Table 5-3 (SRK, 2018). The estimate is limited to the original state lease package. The statement which has been reported using the terminology and definitions given in the JORC Code (2012) was prepared by Mr Martin Pittuck of SRK, who is a Competent Person for this style of mineralisation.

Table 5-3: Mineral Resource statement for the Burro Creek East Project as of 21 September 2018*

Burro Creek East Mineral Resource Statement, 21 September 2018 Gross (100% Project) Tonnes Mean Grade Contained Metal Category (Mt) Li (ppm) K (%) Li (Kt) K (Mt) Measured - - - - - Indicated - - - - - Inferred 42.6 818 3.3 35 1.4 Total 42.6 818 3.3 35 1.4

*Notes: • Source: Prepared by Mr Martin Pittuck of SRK, who is a Competent Person for this style of mineralisation. • The Burro Creek East Mineral Resource Statement represents the sole Mineral Resource Estimate for the Group’s portfolio of projects. • Reported using the terminology and definitions given in the JORC Code (2012). • A cut-off grade of 300 ppm Li has been used. • Mineral Resources are reported as undiluted. No mining recovery has been applied. • SRK considers there to be reasonable prospects for economic extraction based on a pit optimisation and cut-off grade analysis. • Tonnages are reported in metric units. • Rounding as required by reporting guidelines may result in apparent summation differences between tonnes, grade and contained metal content. • Conversion factor of Li metal to lithium carbonate equivalent (LCE) = 5.323 (Net attributable 19 tonnes of Li is equivalent to 101,750 tonnes of LCE).

Exploration Target

SRK has prepared an Exploration Target estimate for the Burro Creek Eastern licence area which is additional to the Mineral Resource. The Exploration Target relates mainly to the northern part of the Eastern fault block and the western part of the Central fault block, where drillholes did not penetrate below the lapilli tuff, and therefore the extent of the lower Li-bearing clay-rich tuff is unconfirmed in these parts of the model (Figure 5-14).

31312 Bradda Head CPR_v45.docx July 2021 Page 52 of 103 131 06_261407 Bradda Head_pp64_pp190_CPR.qxp 08/07/2021 21:28 Page 132

SRK Consulting Bradda Head CPR – Main Report

SRK estimates that on a gross basis, within the Burro Creek East state lease area, there is between 20 and 60 Mt of additional exploration potential in extensions to the current model grading between 600 and 1,000 ppm Li containing between 50,000 and 300,000 tonnes of lithium carbonate equivalent (9 to 56 Kt Li metal). This Exploration Target estimate considers the Burro Creek East state lease area only; neither the Burro Creek East MEP licences adjacent to the original Burro Creek East state lease areas nor the Burro Creek West state lease areas have been considered in this assessment.

It should be noted that the above Exploration Target is conceptual in nature, there has been insufficient exploration to estimate a Mineral Resource and it is uncertain if further exploration will result in additional Mineral Resource.

SRK Comments

SRK is confident that the geological interpretation and exploration data collected to date have allowed for a reasonable geological model to be generated for the Burro Creek East deposit. SRK considers there to be good potential to improve confidence and increase tonnage in the reported Mineral Resource with additional drilling, metallurgical testwork, and subsequent updated geological modelling.

SRK recommends the following:

• Extension of pre-existing holes which stopped in the lapilli tuff to add geological confidence to the modelled extent of the lower Li-bearing clay-rich tuff and convert unclassified lower clay material into Inferred Mineral Resources.

• Targeted infill drilling to convert Inferred to Indicated and/or Measured Mineral Resources, and to add additional sample data that, combined with subsequent modelling, may aid in the definition of internal high-grade domains within the mineralised unit, and enable a more robust analysis of grade distribution.

• Additional mapping, surface sampling and drilling particularly in the northwestern and western parts of the state lease and MEP tenements to confirm the lateral extents of the Li-bearing clay-rich tuff, and potentially upgrade unclassified material to Mineral Resources.

• Future drilling should focus on diamond or sonic drilling rather than reverse circulation drilling. This will enable more detailed lithological logging, more representative density sampling and better sample recovery.

• For QA/QC, CRM from clay material with similar grades to the Burro Creek samples should be utilised.

• Density measurements should be routinely taken for all future core drilled. This would allow density-depth and density-lithology relationships to be characterised and enable density to be estimated across the model. This would increase confidence in the estimated tonnages.

• Detailed metallurgical testwork should be carried out in order to: refine the Li recovery estimates; establish the impact of metal contaminants (such as Mg, Ca, and Na) and reactive waste material (such as magnesite) on the recovery process. In addition, the potential for recovery of K as a subsidiary product should be investigated further.

31312 Bradda Head CPR_v45.docx July 2021 Page 53 of 103 132 06_261407 Bradda Head_pp64_pp190_CPR.qxp 08/07/2021 21:28 Page 133

SRK Consulting Bradda Head CPR – Main Report

5.1.8 Summary of Exploration Expenditure to Date

Bradda Head has spent some USD 670,000 on exploration at Burro Creek East to the end of May 2021. Most of this was spent on Burro Creek East which paid for the first pass drilling programme on which a preliminary Mineral Resource has been estimated.

Work is underway on a 5 hole twinning programme which commenced in June 2021, in addition to the expenditure given above, a further USD 100,000 is due to be expended to the end of June 2021.

5.1.9 Development Strategy and Exploration Programme

Phase 1

Future work planned at Burro Creek East comprises a Phase 1 10 hole diamond drilling programme. Five holes will be twins of select RC holes for comparison of grade and to gain a better understanding of the geology at depth. The additional five holes will extend the Company’s knowledge of the geology of the area and assist in the planning of the eventual infill drilling program.

Phase 2

During this phase a metallurgical study will be completed based on test results and an updated Mineral Resource will be estimated.

Unbudgeted Subsequent Work

An 80 drillhole programme is envisaged but not budgeted for at this stage. The goal would be to convert Inferred Mineral Resources to Measured and Indicated Mineral Resources and start more detailed metallurgical testing. The State of Arizona exploration plan for the drilling has been submitted and approved.

Exploration Budget

The Phase 1 work required to advance the project has been costed using expected and actual contractor rates, initial drilling has been laid out for the permit application and further general plans have been considered to achieve the objectives described above; the budget for Phase 1 is given in Table 5-4.

Table 5-4: Burro Creek East Exploration Budget (as of date of listing)

Phase 1 Phase 2 Burro Creek East Budget Budget Total Budget (USD) (USD) (USD)

Drilling & Assays 160,000 160,000

Metallurgy, Resource 110,000 110,000 Estimation Total 160,000 110,000 270,000

31312 Bradda Head CPR_v45.docx July 2021 Page 54 of 103 133 06_261407 Bradda Head_pp64_pp190_CPR.qxp 08/07/2021 21:28 Page 134

SRK Consulting Bradda Head CPR – Main Report

5.1.10 SRK Comments

The sampling and mapping work completed to date has succeeded in establishing the presence of lithium mineralised clays and to a large extent quantifying this with an Inferred Mineral Resource estimate. The full tonnage and grade potential of the project and the detailed assessment of economical extraction remain to be determined in order to compare it meaningfully with other lithium clay projects. Notwithstanding this, SRK supports the phased programme as proposed and considers this to be appropriately costed.

5.2 Burro Creek West

5.2.1 Location

Burro Creek West is a lithium clay project located 1–5 km west of the Burro Creek East project and just west of Burro Creek itself. Further details are provided in Section 5.1.1. Access, infrastructure and physiography are described in Section 5.1.2.

5.2.2 Licence and Tenement Status

Burro Creek West is located entirely on land managed by the U.S. Bureau of Land Management (BLM). The project comprises 65 placer mining claims and 72 lode claims that are 100% owned by Zenolith (USA) LLC.

The placer claims (ZL-1 to ZL-46, CP-1–CP-12, and BH-1 to BH-7) were staked in 2017 and 2018 (Figure 5-15) and subsequently a number of lode claims (SM-1 to SM-72) were staked in early 2019 (Figure 5-16); these mostly overlap Zenolith’s placer claims.

The lode claims have been staked in addition to the placer claims because there is uncertainty over the type of federal mining claim needed for clay-hosted lithium resources. There is no such uncertainty with State Leases.

Each placer claim has maximum dimensions of 1320 ft by 660 ft (402.3 m by 201.2 m), covering 20 acres; the total area of placer claims is 1300 acres (526 Ha, 5.26 km2).

Each lode claim has maximum dimensions of 1500 ft by 600 ft (457.2 m by 182.9 m), covering 20.66 acres; the total area of lode claims is 1487.52 acres (602 Ha, 6.02 km2). The northern edge of the claims partly overlap the Clay Hills claim block to the north and the portion of each claim that overlaps the Clay Hills claim will not be available to BHHL for exploration or development.

Table 5-5 lists the coordinates of the outer boundaries of both placer and lode sets of claims.

31312 Bradda Head CPR_v45.docx July 2021 Page 55 of 103 134 06_261407 Bradda Head_pp64_pp190_CPR.qxp 08/07/2021 21:28 Page 135

SRK Consulting Bradda Head CPR – Main Report

Figure 5-15: Burro Creek West tenement boundary map 1 (placer claims).

Figure 5-16: Burro Creek West project tenement boundary map 2 (lode claims)

31312 Bradda Head CPR_v45.docx July 2021 Page 56 of 103 135 06_261407 Bradda Head_pp64_pp190_CPR.qxp 08/07/2021 21:28 Page 136

SRK Consulting Bradda Head CPR – Main Report

Table 5-5: Burro Creek West Tenement Boundary Coordinates (UTM NAD83 Zone 12)

Placer Claims Tenement Boundaries (UTM Lode Claims Tenement Boundaries (UTM NAD83 NAD83 Zone 12) Zone 12)

Pt_ID EAST NORTH Pt_ID EAST NORTH

1 280354.5 3829024.3 1 280322.1 3829115.4 2 281158.7 3829004.4 2 281693.7 3829115.4 3 281162.4 3829205.5 3 281693.7 3827835.2 4 281564.6 3829196.0 4 282150.9 3827835.2 5 281559.9 3828793.3 5 282150.9 3828201.0

6 281559.0 3828591.7 6 283979.7 3828201.0 7 281548.6 3828391.5 7 283979.7 3826920.8 8 281534.3 3827788.5 8 283065.3 3826920.8 9 282338.3 3827769.4 9 283065.3 3826737.9 10 282348.0 3828171.0 10 280779.3 3826737.9

11 283952.2 3828131.7 11 280779.3 3827286.6

12 283925.5 3826925.3 12 280322.1 3827286.6

13 282720.8 3826955.2

14 282716.1 3826754.1

15 281108.7 3826793.1

16 281113.4 3826994.1

17 280711.4 3827003.8

18 280720.8 3827405.7

19 280318.7 3827415.9

5.2.3 Deposit Geology

The regional geology is described in Section 5.1.3. The stratigraphy at Burro Creek West is a continuation of that described in Burro Creek East in Section 5.1.4

Geological mapping and sampling show that lithium-bearing clay is present over a topographic interval of 150 m in Burro Creek West. Similar to Burro Creek East, the lithium mineralisation is thought to be due to alteration by low-temperature hydrothermal fluids during and after deposition of host sediments. Hydrothermal activity continues in the present day, demonstrated by the Kaiser Hot Spring, located in Warm Spring Canyon about 9.5 km west of Burro Creek West.

Chemical and x-ray-diffraction analyses identify the bentonite-type clays as high-magnesium trioctahedral smectites (saponite clays), which are lithium-bearing and enriched in magnesium (Schreiner, 1985).

31312 Bradda Head CPR_v45.docx July 2021 Page 57 of 103 136 06_261407 Bradda Head_pp64_pp190_CPR.qxp 08/07/2021 21:28 Page 137

SRK Consulting Bradda Head CPR – Main Report

5.2.4 Historic Exploration

GSA Resources Inc conducted exploration, drilling, sampling, and land acquisition in the Burro Creek area on behalf of Vanderbilt Minerals Corp from April to September 1983 as part of an exploration project to investigate white Mg-smectite (saponite) and its possible use as a hectorite substitute (Burch, 2016). Twenty-three rotary and core drillholes were completed in the vicinity including several in the Burro Creek West project area. The historic drilling results have not been reviewed in detail. The holes were not systematically assayed for lithium since lithium was not the commodity of interest at that time (though five holes in the Burro Creek East area reportedly returned lithium grades of 465–3577 ppm).

5.2.5 Exploration mapping and sampling

WIM (on behalf of Zenith and Bradda Head) conducted surface geochemical sampling over several periods in 2016 and 2018. A total of 103 samples were collected in Burro Creek West by WIM and assayed by ALS Minerals (“ALS”) in Vancouver, Canada (“ALS Vancouver”), using multi-element ICP-MS with four-acid digestion (ALS protocol ME-MS61).

Follow-up surface channel sampling was carried out in September 2016; eight samples were collected on Burro Creek West yielding lithium grades of 366–730 ppm (average 514 ppm).

WIM carried out geological mapping and a passive seismic survey (discussed in Section 5.1.5), in addition to further sampling from deeper in the weathering profile in shallow hand-dug (20– 40 cm deep) trenches. Seven shallow trench samples were collected from Burro Creek West, which were assayed at 520–1120 ppm lithium (average 723 ppm).

31312 Bradda Head CPR_v45.docx July 2021 Page 58 of 103 137 06_261407 BraddaHead_pp64_pp190_CPR.qxp08/07/202121:29Page138

SRK Consulting Bradda Head CPR – Main Report

138

Figure 5-17: Geological map of the Burro Creek West project area, showing outline of placer claims. Mapping by WIM, 2018

31312 Bradda Head CPR_v45.docx July 2021 Page 59 of 103

06_261407 Bradda Head_pp64_pp190_CPR.qxp 08/07/2021 21:29 Page 139

SRK Consulting Bradda Head CPR – Main Report

Figure 5-18: Lithium in surface samples and outline of placer claims, Burro Creek West.

During April 2018, WIM collected 68 samples from outcrops of clay, altered tuffs and sediments over a wide area across Burro Creek West. Assay results yielded lithium grades of 36–1310 ppm, with an average grade of 603 ppm.

In October and November 2018, WIM conducted additional geological mapping and surface sampling, collecting 11 samples from the northern and north western parts of Burro Creek West. These samples have an average grade of 386 ppm Li, with a high of 800 ppm. The final geological map is shown in Figure 5-17.

Table 5-6 summarises all surface sample lithium assay data as of December 31, 2019, comparing Burro Creek West with Burro Creek East. Figure 5-18 shows colour-coded lithium values at sample sites in the Burro Creek West federal claims area.

Table 5-6: Summary of Burro Creek West surface samples (Source: WIM, 2019). Burro Creek West Lithology Average Li grade No. samples (ppm) Clay 66 750 Altered tuffs (in or below clay) 20 267 Sedimentary rocks (tuffaceous) 13 187 Sinter 2 202

31312 Bradda Head CPR_v45.docx July 2021 Page 60 of 103

139 06_261407 Bradda Head_pp64_pp190_CPR.qxp 08/07/2021 21:29 Page 140

SRK Consulting Bradda Head CPR – Main Report

The average potassium grades from surface samples from Burro Creek West is 2.4%; slightly lower than the average potassium grade (3.3%) reported for the maiden MRE of the nearby Burro Creek East project (SRK, 2018).

5.2.6 Metallurgical Test Work

No metallurgical test work has yet been performed by Bradda Head on samples from the Burro Creek West project. Geological similarity between the Burro Creek West and the Burro Creek East areas suggest that the mineralised material may be processed in a similar way to Burro Creek East although this will need to be confirmed in the future.

5.2.7 Summary of Exploration Expenditure to Date

Bradda Head has spent some USD 100,000 on exploration at Burro Creek West to the end of May 2021. This paid for the claim staking, mapping and sampling conducted to date.

5.2.8 Development Strategy and Exploration Programme

In the Phase 1 exploration programme on the Burro Creek West Property, an initial 10 holes will be drilled with the goal to develop an Inferred Mineral Resource. Additionally, a metallurgical study will be initiated. Prior to drilling, a Plan of Operations must be approved by the BLM, the necessary permits have been applied for. Once approved, the plan will allow for life-of-project drilling. The Phase 2 exploration programme will consist of completing the metallurgical study and developing the Inferred Mineral Resource estimate. The total budget for these tasks is some US$610,000.

Phase 1

Following permitting, Bradda Head expects to complete 10 diamond drill holes to initially test broad areas in which mapping and surface sampling found lithium-bearing clay at surface and where the clay is interpreted to continue between outcrops beneath shallow cover. Additionally, splits of the cores collected from across the property will be used for metallurgical testing.

Phase 2

During this phase a metallurgical study will be completed based on test results. The drilling results will be incorporated into a maiden Inferred Mineral Resource estimate. Additional drilling will be planned to improve confidence in the Mineral Resource estimate. Also more advanced metallurgical testing will be implemented.

Exploration Budget

The work required to advance the project has been costed using expected and actual contractor rates, initial drilling has been laid out for the permit application and further general plans have been considered to achieve the objectives described above; phased budgets for these activities are given in Table 5-7.

31312 Bradda Head CPR_v45.docx July 2021 Page 61 of 103

140 06_261407 Bradda Head_pp64_pp190_CPR.qxp 08/07/2021 21:29 Page 141

SRK Consulting Bradda Head CPR – Main Report

Table 5-7: Burro Creek West Exploration Budget

Phase 2 Phase 1 Burro Creek West Budget Total Budget (USD) Budget (USD) (USD) Permitting, Drilling 500,000 - 550,000

Resource Estimate 50,000 50,000 Metallurgy 60,000 60,000 Total 500,000 110,000 610,000

5.2.9 SRK Comments

The sampling and mapping work completed to date has succeeded in establishing the presence of lithium mineralised clays which appear to be similar to those found on the nearby Burro Creek East project. SRK supports the strategy to identify additional Mineral Resources at Burro Creek West, which if successful may supplement any mining and processing activity at Burro Creek East. However, this is an early stage project which will need to undergo significant exploration and technical studies before it is known whether or not Mineral Resources exist here, or whether they can be commercially extracted.

5.3 Wikieup

5.3.1 Property Location

Wikieup is a lithium clay project located about halfway between Phoenix and Las Vegas in Mojave County, Arizona, USA, and is near the Burro Creek East and West projects (Figure 5-19). The nearest major town is Kingman, Arizona, approximately 50-minute’s drive northwest of the project area. The small town of Wikieup, located on major highway U.S. 93, is within 10 km by road of most the property.

31312 Bradda Head CPR_v45.docx July 2021 Page 62 of 103

141 06_261407 Bradda Head_pp64_pp190_CPR.qxp 08/07/2021 21:29 Page 142

SRK Consulting Bradda Head CPR – Main Report

Figure 5-19: Location map, showing proximity to Burro Creek project areas.

5.3.2 Licence and Tenement Status

The Wikieup Project consists of 2787 hectares of unpatented mining claims. Bradda Head, through its 100% owned subsidiaries Zenolith and Verde Grande staked 120 federal placer mining claims and 225 lode claims located on land managed by the U.S. Bureau of Land Management (BLM).

31312 Bradda Head CPR_v45.docx July 2021 Page 63 of 103

142 06_261407 Bradda Head_pp64_pp190_CPR.qxp 08/07/2021 21:29 Page 143

SRK Consulting Bradda Head CPR – Main Report

The “W-Series” placer claims were staked in November 2018 by a professional contractor, Dave Rowe of Winnemucca, Nevada. Bradda Head requested the claims to be staked after WIM geologists noted the similarity between clay-rich units exposed adjacent to U.S. 93 near Wikieup and the lithium-bearing units at the nearby Burro Creek projects. Initial sampling carried out by WIM yielded assays of up to 1160 ppm lithium.

Table 5-8 lists the coordinates of the outer boundaries of the placer claims. Each placer claim has maximum dimensions of 1320 ft by 660 ft (402.3 m by 201.2 m), covering 20 acres.

The lode claims were staked in early 2019 The “X-series” lode claims were staked by Zenolith and the “Z-series” lode claims were staked under the new Verde Grande subsidiary. Table 5-9 lists the outer boundaries of the lode claims. Each lode claim has maximum dimensions of 1500 ft by 600 ft (457.2 m by 182.9 m), covering 20.66 acres. Figure 5-20 shows the tenement boundaries of the claims.

BLM land (the area covered by the federal placer and lode mining claims) forms a patchwork with private land. At this time, Bradda Head has not leased or purchased any private land in the area; the feasibility of doing this is currently being investigated. It should be noted that, due to the expected geological continuity of the lithium-bearing units, some private land between the blocks of claims is considered to be prospective.

Potentially Disputed claims

From 2016 to 2018, Big Sandy Inc. (a subsidiary of Hawkstone Mining) staked lode mining claims at three different times that cover much of the BLM land in the area of the Big Sandy Formation for lithium exploration.

Consistent with Bradda Head’s previous practices, placer claims (“W Series”) and overlapping lode claims (“X Series”) were staked in 2018 and 2019 respectively; these are located in areas surrounding and marginally overlap the area claimed by Big Sandy, Inc.

In 2019 via its wholly owned subsidiary, Verde Grande, Bradda Head staked additional lode claims (“Z Series”) within the central part of the Big Sandy, Inc. claims area.

The resultant claim staking arrangement is illustrated in Figure 5-2 below. Hawkstone Mining, on 25 September 2019, reported a lithium Mineral Resource on their claim area.

Based on an examination of the Big Sandy Inc. lode claim location notices and filings, the Director’s believe there are apparent defects with respect to staking and filing which, based on legal advice the Company has received, could lead to a competent court making a determination that all, or a substantial number, of the Big Sandy Inc. claims are void. Generally, the claimant that first discovers a valuable mineral deposit has the better right to the claimed minerals. The BLM does not adjudicate claim conflicts between rival claimants; rather, the resolution of any such conflict would be determined by negotiation between the claimants and/or quiet title litigation. Until such time as this is resolved, whether by commercial agreement or by a competent court, the rightful title to these overlapping claims will not be clear.

31312 Bradda Head CPR_v45.docx July 2021 Page 64 of 103

143 06_261407 Bradda Head_pp64_pp190_CPR.qxp 08/07/2021 21:29 Page 144

SRK Consulting Bradda Head CPR – Main Report

Figure 5-20: Wikieup claims showing overlap with Hawkstone lode claims

31312 Bradda Head CPR_v45.docx July 2021 Page 65 of 103

144 06_261407 BraddaHead_pp64_pp190_CPR.qxp08/07/202121:29Page145

SRK Consulting Bradda Head CPR – Main Report

Table 5-8: Wikieup Project “W” Placer Claims Boundary Coordinates (UTM NAD83 Zone 12)

"W" Placer Claim Tenement Block Boundaries Claim EASTING NORTHING Claim EASTING NORTHING Claim EASTING NORTHING Pt_ID Pt_ID Pt_ID Block (m) (m) Block (m) (m) Block (m) (m)

"A" 1 259,527 3,851,531 "D" 1 261,970 3,844,636 "G" 1 264,990 3,836,911

"A" 2 259,930 3,851,520 "D" 2 262,370 3,844,625 "G" 2 265,569 3,836,896

"A" 3 259,919 3,851,118 "D" 3 262,360 3,844,223 "G" 3 265,560 3,836,494

"A" 4 260,120 3,851,113 "D" 4 261,960 3,844,234 "G" 4 265,761 3,836,488

"A" 5 260,078 3,849,504 "G" 5 265,752 3,836,088

"A" 6 260,480 3,849,493 "E" 1 262,339 3,843,419 "G" 6 265,355 3,836,100

"A" 7 260,470 3,849,091 "E" 2 262,360 3,844,223 "G" 7 265,367 3,836,499

"A" 8 259,464 3,849,117 "E" 3 262,762 3,844,212 "G" 8 264,980 3,836,509

"E" 4 262,752 3,843,810

"B" 1 260,444 3,848,290 "E" 5 262,551 3,843,815 "H" 1 265,533 3,835,287 145 "B" 2 260,418 3,847,083 "E" 6 262,540 3,843,413 "H" 2 265,332 3,835,292

"B" 3 260,016 3,847,092 "H" 3 265,344 3,835,694

"B" 4 260,007 3,846,689 "F" 1 264,227 3,838,542 "H" 4 265,542 3,835,689

"B" 5 260,409 3,846,681 "F" 2 265,031 3,838,521

"B" 6 260,392 3,845,876 "F" 3 264,990 3,836,911 "I" 1 267,706 3,833,696

"B" 7 258,783 3,845,911 "F" 4 264,587 3,836,923 "I" 2 266,499 3,833,724

"B" 8 258,835 3,848,325 "F" 5 264,597 3,837,325 "I" 3 266,510 3,834,126

"F" 6 264,195 3,837,336 "I" 4 267,716 3,834,099

"C" 1 263,587 3,844,994

"C" 2 263,617 3,846,201

"C" 3 265,226 3,846,156

"C" 4 265,196 3,844,956

31312 Bradda Head CPR_v45.docx July 2021 Page 66 of 103

06_261407 BraddaHead_pp64_pp190_CPR.qxp08/07/202121:29Page146

SRK Consulting Bradda Head CPR – Main Report

Table 5-9: Wikieup Project “X” and “Z” Lode Claims Boundary Coordinates (UTM NAD83 Zone 12) “Z" Load Claim Tenement Block “X" Load Claim Tenement Block Boundaries Boundaries Claim EASTING NORTHING Claim EASTING NORTHING EASTING NORTHING Pt_ID Pt_ID Pt_ID Block (m) (m) Block (m) (m) (m) (m)

"A" 1 260,468 3,849,036 "E" 1 262,350 3,843,873 1 263,007 3,845,008

"A" 2 259,371 3,849,065 "E" 2 262,532 3,843,868 2 265,200 3,844,950

"A" 3 259,431 3,851,350 "E" 3 262,520 3,843,411 3 265,142 3,842,734

"A" 4 259,248 3,851,355 "E" 4 262,338 3,843,416 4 265,508 3,842,724

"A" 5 259,253 3,851,538 5 265,484 3,841,810

"A" 6 260,167 3,851,514 "F" 1 265,786 3,835,283 6 265,118 3,841,820

"A" 7 260,115 3,849,503 "F" 2 265,329 3,835,296 7 265,117 3,841,751

"A" 8 260,480 3,849,493 "F" 3 265,360 3,836,479 8 264,294 3,841,773 264,903 3,836,491 264,313 3,842,504 "F" 4 9

"F" 5 264,914 3,836,911 10 264,770 3,842,492 146 "B" 1 260,443 3,848,287 "F" 6 264,082 3,836,930 11 264,775 3,842,675

"B" 2 260,371 3,845,544 "F" 7 264,120 3,838,576 12 264,409 3,842,684

"B" 3 258,726 3,845,588 "F" 8 265,034 3,838,555 13 264,406 3,842,556

"B" 4 258,798 3,848,330 "F" 9 264,997 3,836,946 14 263,492 3,842,580 10 263,507 3,843,165 "F" 265,829 3,836,924 15 "C" 1 263,591 3,846,365 "F" 11 265,800 3,835,827 16 262,959 3,843,180

"C" 2 265,236 3,846,321 "F" 12 266,259 3,835,814

"C" 3 265,200 3,844,950 "F" 13 266,248 3,835,448

"C" 4 263,555 3,844,993 "F" 14 265,791 3,835,462

"D" 1 261,971 3,844,671 "G" 1 268,124 3851537.8

"D" 2 262,428 3,844,659 "G" 2 268,112 3851513.9

"D" 3 262,416 3,844,202 "G" 3 266,467 3849502.9

"D" 4 261,959 3,844,214 "G" 4 266,479 3849493.3

31312 Bradda Head CPR_v45.docx July 2021 Page 67 of 103

06_261407 Bradda Head_pp64_pp190_CPR.qxp 08/07/2021 21:29 Page 147

SRK Consulting Bradda Head CPR – Main Report

5.3.3 Access and Infrastructure

Access to the property is via several maintained gravel roads from U.S. 93. Cholla Canyon Ranch Road, some 5.5 km south of Wikieup and provides access to the central and south-central areas. Pump Station Road and Clementine Road both intersect U.S. 93 2.4 km north of Wikieup and provide access to the north-central and north-western parts of the project area, respectively. Unnamed dirt roads provide reasonably good access from U.S. 93 in the southern project area. Another dirt road, minimally maintained by a utility company for electrical transmission line maintenance, transects a large part of the project from northwest to southeast.

The project is favourably situated in terms of infrastructure. A major electrical transmission corridor transects a large portion of the project, with twin 500 kV power lines that are part of the western US grid system managed by the Western Area Power Administration. A natural gas pipeline that serves the nearby Bagdad Copper Mine (Freeport-McMoRan) crosses under U.S. 93 about 4 km south of the project area. Bradda Head’s Burro Creek East and Burro Creek West projects are located 18 and 22 km respectively southeast of the Wikieup project. By road, Burro Creek West is about 24 km from the south end of the Wikieup project via U.S. 93 and Burro Creek Crossing Road, and Burro Creek East is another 5 km. Figure 5-20 shows the Wikieup tenement boundaries (federal placer and lode claims, respectively), local roads, infrastructure, and topography.

5.3.4 Topography, Climate, Relief

The project is situated in the Sonoran Desert and lies to the east and west of the floodplain of the Big Sandy River, a permanent but intermittently dry stream. Vegetation is sparse and is typical of low desert. The topography is characterised by low-relief, gently west-sloping pediment (bajada), dissected by 10–50-meter-deep canyons with steep cliff walls. Elevations range from 1740 ft (530 m above mean sea level) along the floodplain in the southwest of the property to 2300 ft (710 m) on pediment surfaces in the northeast.

Average annual precipitation (measured in Wikieup town, 1948–2005) is 9.73 inches (247 mm). Temperatures average 64° F (17.8° C) in January and 105° F (40.4° C) in July (Western Regional Climate Center, 2019). Frosts are common in during winter, but snow is very rare. April and May are typically the driest months; August is the wettest. Flash flooding is a threat in the region from July through September due to locally intense rainfall from thunderstorms common during the southwestern North America monsoon season.

5.3.5 Deposit Geology

The regional geology is described in Section 5.1.3.

The geology on BHHL ground in the Wikieup area is considered to correlate with the lithium- enriched lacustrine sediments and associated strata of the Pliocene Big Sandy Formation. Faulting during the Oligocene and Pliocene resulted in the development of separate shallow basins along the Wikieup - Burro Creek trend. The basin that hosts both the Burro Creek West and Burro Creek East deposits is separated from the basin featuring the Wikieup lithium project by a highland comprising thick Miocene-Pliocene volcanics of the Kaiser Spring volcanic field (Moyer, 1990) and Proterozoic rocks.

31312 Bradda Head CPR_v45.docx July 2021 Page 68 of 103

147 06_261407 Bradda Head_pp64_pp190_CPR.qxp 08/07/2021 21:29 Page 148

SRK Consulting Bradda Head CPR – Main Report

The Big Sandy Formation is exposed at surface in and near the Big Sandy River valley, in an area stretching from 8 km north to 11 km south of Wikieup town; the area has been subject to stream erosion from the Pleistocene to present day. Figure 5-21 is a geological map of the Wikieup project area, showing the outer boundaries of BHHL claims and Hawkstone Mining claims including the approximate location of Hawkstone’s Inferred Mineral Resource.

Outcrop sampling completed by WIM in late 2018 indicates that the highest lithium grades (maximum 1750 ppm Li) occur in clay-rich mudstones (up to 15m thick) which are associated with green clay-rich beds; the same lithology comprises the Hawkstone Mineral Resource. The lithium clays are interbedded with layers of tuff, sandstone and siltstone with sub-economic grades of lithium (80–500 ppm). The lithium-bearing layers are thickest in the central and shallow parts of the Formation; their thickness and prevalence reduces towards the margins and in the deeper parts of the Formation.

The Big Sandy Formation has a simple sub-horizontal (generally dipping ≤ 3° to the west) layered stratigraphy that sits on older (Cretaceous–Proterozoic) eroded crystalline basement rocks. Vertical offsets by faults are relatively small (< 4 m according to Sheppard and Gude, 1972). Within the Big Sandy Formation, erosion-resistant beds of tuff can be used as marker horizons for tracing stratigraphy (Sheppard and Gude, 1972). According to Hawkstone’s press releases describing their Mineral Resource which occurs in the Big Sandy Formation, the clay horizon which contains patches of mineralisation exceeding 1000 ppm Li, has a thickness of up to 80m. The Big Sandy Formation has been mapped in outcrop on BHHL’s ground and can be inferred to extend over greater areas underneath Quaternary cover. Sporadic surface grab sampling on the outcrops on and around BHHL ground has confirmed the presence of patchy lithium mineralisation, as well as areas of lower grades, similar to what has been encountered on the Hawkstone ground.

The mineralogy of the lithium mineralisation is not known in detail but may be similar to the nearby Burro Creek projects, where lithium is present in smectite clays. The lithium is thought to have been introduced during and after deposition of the sediments by low-temperature, carbonate-rich hydrothermal fluids, and is spatially linked to faults. Geologic evidence for hydrothermal alteration includes calcite veinlets and fracture-fill, calcium carbonate nodules, and spongy limestone (tufa) deposits found within or adjacent to the lithium-enriched sediments. Hydrothermal activity is still occurring locally at Cofer Hot Springs in the Wikieup project area.

31312 Bradda Head CPR_v45.docx July 2021 Page 69 of 103

148 06_261407 Bradda Head_pp64_pp190_CPR.qxp 08/07/2021 21:29 Page 149

SRK Consulting Bradda Head CPR – Main Report

Figure 5-21: Geological map showing lithium assays of outcrop samples, Wikieup project area, Mohave County, Arizona. WIM, 2019.

31312 Bradda Head CPR_v45.docx July 2021 Page 70 of 103 149 06_261407 Bradda Head_pp64_pp190_CPR.qxp 08/07/2021 21:29 Page 150

SRK Consulting Bradda Head CPR – Main Report

5.3.6 Historic Exploration

Historic lode and placer claims targeted zeolite mineralisation within tuffs which are interbedded with the lithium-bearing clays (Eyde and Irvin, 1978). Some small-scale mining has been carried out in the past 20-40 years on private blocks of land in the south of the project area adjacent to BHHL claim areas (T15N R12W 07 and T15N R13W 01), evidenced by shallow strip-type mines and stockpiles of zeolitic tuff and green clay.

More recently, Hawkstone Mining (through its subsidiary Big Sandy Inc.) staked lode claims for lithium exploration in 2016–2018; this is discussed in Section 5.3.2.

5.3.7 BHHL Work to date

Exploration mapping and sampling

BHHL has conducted exploration work on disputed and undisputed ground through its consulting team, WIM. Six reconnaissance grab samples were collected in October 2018 from a road cut and outcrops along U.S. Highway 93. This was followed by a programme of surface outcrop sampling and geological mapping in December 2018, the results of which are shown on Figure 5-21. A total of 156 samples were collected. Sample preparation was carried out at an ALS Minerals (“ALS”) facility in Tucson, Arizona. Samples were analysed at ALS Vancouver, Canada, using ICP-AES and ICP-MS with four-acid digestion (ALS protocol ME-MS61). Summary assay results are presented in Table 5-10.

Surface outcrop samples from all geological units at Wikieup average 642.2 ppm Li; those from the favourable geological units average 814 ppm Li, which is similar to the average Mineral Resource grade at Burro Creek East (818 ppm) and to surface sample grades at Burro Creek West (589.0 ppm). The highest lithium assay is 1750 ppm (sample W18-092) over 1.5 m, sampled from the base of a well-lithified, friable, light green claystone unit. This unit is at least 10 m thick in the central part of the project area. The average potassium grade from surface samples (3.9%) is slightly higher than the average potassium grade (3.3%) reported in the maiden MRE of the nearby Burro Creek East project (SRK, 2018).

Table 5-10: Summary of all surface sample assays for lithium and potassium Number of Mean Median Max Min Std Dev Samples (n) Lithium (ppm) 156 642.2 655 1750 24.3 391.2 Potassium (%) 156 3.94 4.36 5.90 0.43 1.18 Sample Weight (kg) 156 1.51 1.50 2.70 0.70 0.45

Metallurgical Test Work

No metallurgical test work has yet been performed by Bradda Head on samples from the Wikieup project. Geological similarity between the Wikieup project and the Burro Creek East deposit suggest that material from Wikieup may behave similarly to material from Burro Creek East.

5.3.8 Summary of Exploration Expenditure

Expenditure to the end of May 2021 totals some USD 650,000 including initial claim staking, claim filing fees, geological mapping, outcrop sampling and assaying.

31312 Bradda Head CPR_v45.docx July 2021 Page 71 of 103 150 06_261407 Bradda Head_pp64_pp190_CPR.qxp 08/07/2021 21:29 Page 151

SRK Consulting Bradda Head CPR – Main Report

BHHL identified a number of unstaked and available areas near their existing claims and along the Wikieup-Burro Creek belt and is currently staking new ground. Claim staking activities are not yet finalised so the new areas do not yet appear on the maps provided in this CPR. Current expenditure for this activity and drillhole permitting is expected to amount some USD 250,000 of additional expenditure by the end of June 2021.

5.3.9 Development Strategy and Exploration Programme

In the Phase 1 exploration programme on the Wikieup Property, an initial 30 holes will be drilled with the goal to develop an Inferred Mineral Resource. This is only planned on claims which do not overlap Hawkstone claims until rights pertaining to the overlapping claims are finally determined. A Notice of Intent (NOI) will be filed with the BLM that will allow drilling to commence within 30 days. A NOI allows for exploration of all types (drilling, trenching etc.) as long as no more than 5 acres is disturbed; permits for drilling have been applied for. Additionally, metallurgical testing will be initiated.

Phase 1

Once permitting is completed, Bradda Head expects to complete 30 core holes across the property that will initially test areas of surface lithium enrichment. Additionally, splits of the cores collected from across the property will be used for metallurgical testing.

Phase 2

The drilling results will be incorporated into a maiden Mineral Resource estimate and initial metallurgical testwork will be conducted.

Table 5-11: Wikieup Exploration Budget

Phase 2 Phase 1 Total Budget Wikieup Budget Budget (USD) (USD) (USD) Permitting, Drilling, Metallurgy 1,400,000 1,400,000 Metallurgy, Resource Est. 200,000 200,000 Total 1,400,000 200,000 1,600,000

5.3.10 SRK Comments

SRK has not visited the Wikieup project. The sampling and mapping work completed to date has succeeded in establishing the presence of lithium mineralised clays which appear to be similar to those found at the Burro Creek projects. SRK supports the strategy to stake additional ground and drill on known outcrop in an attempt to estimate Mineral Resources. However, this is an early stage project which will need to undergo significant exploration and technical studies before it is known whether or not Mineral Resources exist here, or whether they can be commercially extracted.

Some of Bradda Head’s claims have been staked over Hawkstone Mining’s claims which Bradda Head believes were incorrectly staked historically and until such time as a resolution is reached, whether by way of commercial agreement or by adjudication by a competent court, the Company’s rightful title to these overlapping claims will continue to be uncertain, Although Bradda Head expect a favourable outcome, the timing of any resolution is unknown.

31312 Bradda Head CPR_v45.docx July 2021 Page 72 of 103 151 06_261407 Bradda Head_pp64_pp190_CPR.qxp 08/07/2021 21:29 Page 152

SRK Consulting Bradda Head CPR – Main Report

Figure 5-22 illustrates an opportunity to stake additional claims on BLM land in the area surrounding the existing Wikieup claims (pink outlines) and Burro Creek claims (purple and blue outlines) and along the geologically prospective corridor linking the two project areas.

Figure 5-22: Wikieup – Burro Creek prospective corridor

5.4 San Domingo

5.4.1 Location

San Domingo is a lithium pegmatite project situated near Wickenberg, some 90 km NW of Phoenix, Arizona, USA. The project covers a 9 km x 1.5 km lithium-bearing pegmatite dyke swarm that intrudes Proterozoic host rocks.

Access to the property is a one-hour drive from Wickenberg via a dirt road from Highway 93. The project area straddles Maricopa and Yavapai counties. Figure 5-23 shows the project location.

The project area is in arid desert with sparsely vegetated hills, low mountains, canyons, and dry washes. Flora and fauna are typical of middle and upper elevations of the Sonoran Desert. Topographic relief is moderate, with elevations ranging from a low of 2,100 feet (640 m) along San Domingo Wash in the southwestern project area, to 4,000 feet (1,219 m) in the north western area.

31312 Bradda Head CPR_v45.docx July 2021 Page 73 of 103 152 06_261407 Bradda Head_pp64_pp190_CPR.qxp 08/07/2021 21:29 Page 153

SRK Consulting Bradda Head CPR – Main Report

Figure 5-23: San Domingo Location Map

5.4.2 Licence Description

At San Domingo BHHL has 68 lode claims arranged in several contiguous clusters and an Arizona State MEP. A number of patented mining claims are excised from the lode claim areas. Figure 5-24 shows the tenement boundaries and the excised areas; their coordinates are given in Table 5-12. The project is 100% held by Zenolith.

31312 Bradda Head CPR_v45.docx July 2021 Page 74 of 103 153 06_261407 Bradda Head_pp64_pp190_CPR.qxp 08/07/2021 21:29 Page 154

SRK Consulting Bradda Head CPR – Main Report

Figure 5-24: San Domingo Federal Claims, State Leases, and Excised Areas (patented mining claims)

31312 Bradda Head CPR_v45.docx July 2021 Page 75 of 103 154 06_261407 Bradda Head_pp64_pp190_CPR.qxp 08/07/2021 21:29 Page 155

SRK Consulting Bradda Head CPR – Main Report

Table 5-12: San Domingo Tenement Coordinates (UTM NAD83 zone12) San Domingo Tenement Block Outer Boundary Excluded Areas PT_ID Easting Northing PT_ID Easting Northing PT_ID Easting Northing 1 348,037 3,755,982 42 358,203 3,762,059 78 360,063 3,762,688 2 348,037 3,755,525 43 358,331 3,761,929 79 360,245 3,762,686 3 348,403 3,755,982 44 358,972 3,761,277 80 360,059 3,762,231 4 348,403 3,755,525 45 359,100 3,761,146 81 360,241 3,762,229 5 348,319 3,754,554 46 358,657 3,762,249 82 359,670 3,763,139 6 348,319 3,754,097 47 359,298 3,761,597 83 359,786 3,763,001 7 349,050 3,754,554 48 358,983 3,762,570 84 359,328 3,762,857 8 349,050 3,754,097 49 359,624 3,761,917 85 359,444 3,762,718 9 354,733 3,759,355 50 359,310 3,762,890 86 359,078 3,762,383 10 354,726 3,758,898 51 359,438 3,762,759 87 358,948 3,762,255 11 354,718 3,758,442 52 359,950 3,762,238 88 359,399 3,762,057 12 355,085 3,758,436 53 359,764 3,763,080 89 359,268 3,761,929 13 354,916 3,759,352 54 360,276 3,762,558 90 355,418 3,759,846 14 355,105 3,759,715 55 360,090 3,763,400 91 355,288 3,759,718 15 355,102 3,759,532 56 360,346 3,763,139 92 355,738 3,759,520 16 355,099 3,759,349 57 360,474 3,763,009 93 355,608 3,759,392 17 355,562 3,759,707 58 360,603 3,762,878 94 356,059 3,759,194 18 355,559 3,759,524 59 360,416 3,763,721 95 355,928 3,759,066 19 355,544 3,758,610 60 360,544 3,763,590 96 355,715 3,759,283 20 355,541 3,758,428 61 360,672 3,763,460 97 355,843 3,759,153 21 356,019 3,759,700 62 360,795 3,762,889 98 355,389 3,758,963 22 356,016 3,759,517 63 360,791 3,762,431 99 355,517 3,758,832 23 356,004 3,758,785 64 360,978 3,762,887 100 355,783 3,759,787 24 356,001 3,758,602 65 360,974 3,762,430 101 355,875 3,759,629 25 356,476 3,759,692 66 361,165 3,763,342 102 355,389 3,759,556 26 356,464 3,758,961 67 361,160 3,762,885 103 355,481 3,759,398 27 356,461 3,758,778 68 361,156 3,762,428 104 355,952 3,759,845 28 356,933 3,759,684 69 361,347 3,763,341 105 355,994 3,759,665 29 356,930 3,759,501 70 361,346 3,763,158 106 356,399 3,759,936 30 356,931 3,759,408 71 361,343 3,762,884 107 356,454 3,759,763 31 356,921 3,758,953 72 361,339 3,762,426 108 356,856 3,759,455 32 357,155 3,759,405 73 361,805 3,763,337 109 357,307 3,759,554 33 357,145 3,758,950 74 361,803 3,763,154 110 356,880 3,759,276 34 358,344 3,761,488 75 355,055 3,756,817 111 357,331 3,759,374 35 357,877 3,761,739 76 353,452 3,756,846 112 355,722 3,758,631 36 358,005 3,761,608 77 353,478 3,758,461 113 355,826 3,758,480 37 358,120 3,761,493 114 356,099 3,758,890 38 358,341 3,761,268 115 356,203 3,758,739 39 358,518 3,761,087 116 356,151 3,758,814 40 358,646 3,760,956 117 356,254 3,758,664 41 358,774 3,760,826 118 356,528 3,759,073 119 356,631 3,758,923

5.4.3 Regional Geology

Geologically, the project area lies between the Colorado Plateau and the Basin and Range provinces. The geology of the area is dominated by Pre-Cambrian granitic intrusions and metamorphic rocks which are overlain mainly by Tertiary sediments, pyroclastics, and lava flows.

Pre-Cambrian rocks comprise Early and Middle Proterozoic granites, granodiorites, diorites and gabbros including some large granitic plutons. Metamorphism has resulted in the development of mica schists, hornblendite and orthoclase augen gneiss in places.

5.4.4 Local Geology

The Yavapai Series Pre-Cambrian rocks consist of amphibolite, schist, and gneiss, intruded by Proterozoic granites, leucogranites, and pegmatites. Granodiorites, granites, aplites, and pegmatites of Late Cretaceous age have been mapped in the area which are related to the Wickenburg granodiorite.

31312 Bradda Head CPR_v45.docx July 2021 Page 76 of 103 155 06_261407 Bradda Head_pp64_pp190_CPR.qxp 08/07/2021 21:29 Page 156

SRK Consulting Bradda Head CPR – Main Report

5.4.5 Mineralisation

The most abundant pegmatites are mineralogically simple consisting of quartz, potash feldspar, and subordinate sodic plagioclase and muscovite, with accessory garnet, biotite, beryl, and black tourmaline.

Lithium-bearing pegmatites are widespread but fewer. They are scattered among the other pegmatites without recognisable pattern and occur in nearly all parts of the district. They contain centrally disposed segregations of coarse-grained minerals, and in addition to quartz and potash feldspar, they contain spodumene, amblygonite and other lithium-bearing phosphate minerals, lepidolite, pink and green tourmaline (elbaite), or combinations of these minerals. The lithium minerals are concentrated in the inner parts of the pegmatite bodies, and may well be present in many of the apparently lithium-free bodies whose outer parts are the only ones exposed.

The pegmatites occur as singular or branching dikes, sills, pods, and irregular branching masses; most are distinctly elongate and may taper, end abruptly or be terminated against older rocks along strike. Pinch-and-swell structures are common. Individual pegmatites may reach several hundreds of metres in lateral extent and tens of metres in thickness. Some more complex deposits, like the Midnight Owl pegmatite on the San Domingo concession have very irregular bulges and constrictions. The distribution and shape of the major bulges are of significance as they localise concentrations of feldspar and lithium minerals.

Initial mapping and sampling by Zenith’s consultants to date has identified 10 lithium bearing pegmatite dykes in the tenement area. In outcrop these achieve dimensions of up to 60 m in width and up to 600 m in lateral extent.

5.4.6 Exploration Results

Historic Exploration

Lithium (as spodumene and amblygonite concentrates) along with tantalum was produced from small scale mining of the pegmatites within the district during the period 1947 – 1952, this included historic production of lithium from two small scale mines within the San Domingo claims.

The area has had very little systematic exploration for lithium; no drilling for lithium appears to have been completed since the early 1950s when diamond drilling on four of the pegmatite bodies and associated minor surface and underground exploration was completed. Reportedly, “considerable thicknesses of spodumene-bearing pegmatite” were penetrated in historical drillholes. However the locations of these are not known.

Recent Exploration

Mapping completed by Zenith has shown that two of the larger outcropping pegmatites, North Morning Star and Midnight Owl, contain lithium bearing minerals (spodumene and amblygonite) at surface.

31312 Bradda Head CPR_v45.docx July 2021 Page 77 of 103 156 06_261407 Bradda Head_pp64_pp190_CPR.qxp 08/07/2021 21:29 Page 157

SRK Consulting Bradda Head CPR – Main Report

Initial continuous rock chip sampling returned results up to 5 m at 1.97% Li2O at Northern

Morning Star, 3 m at 1.44% Li2O at Lithia King and several samples between 2 and 3m long

with grades averaging 0.56% to 0.86% Li2O in the SD concessions in the south-west. A further three lithium bearing pegmatite dykes are known to occur at least partly within small claims that are excised from Zenith’s claims. Zenith rock chip sample locations and assay results are shown in Figure 5-25, note some high grade selective grade sample results are also labelled.

Figure 5-25: San Domingo Exploration Results

5.4.7 Summary of Exploration Expenditure to Date

Bradda Head’s exploration expenditure on the project to the end of May 2021 amounts to some USD 92,828.

5.4.8 Development Strategy and Exploration Programme

For the first 18 month period Bradda Head has budgeted to undertake additional surface mapping and sampling, and drillhole targeting using 3-D modelling as presented in Table 5-13.

10 drillholes which have permitted with the BLM, based on the 3-D modelling, the Notice of Intent Permit (NOI) with the BLM may be modified so that future drilling can better assess the pegmatite targets.

Phase 1

Surface mapping / sampling, geophysics, and drillhole targeting using 3D modelling is planned during phase 1.

Exploration Budget

The work required to advance the project has been costed using expected and actual contractor rates; phased budgets for drilling in subsequent studies as described above are given in Table 5-13.

31312 Bradda Head CPR_v45.docx July 2021 Page 78 of 103 157 06_261407 Bradda Head_pp64_pp190_CPR.qxp 08/07/2021 21:29 Page 158

SRK Consulting Bradda Head CPR – Main Report

Table 5-13: San Domingo Exploration Budget Phase 1 Phase 2 Total San Domingo Budget (USD) Budget (USD) Budget (USD) Surface exploration, 60,000 60,000 geophysics, and 3D drill targeting model Total 60,000 60,000

5.4.9 SRK Comments

SRK did not visit the San Domingo project. However, there is clear evidence in the literature that small scale historical mining exploited lithium minerals from the San Domingo concessions and the surrounding area and recent work has generated encouraging mapping and channel sample results.

Overall, SRK considers the project to be of merit and the work completed to date has been useful in confirming thicknesses and grades of potential interest. Zenith has developed a provisional 3D model for drillhole targeting however SRK agrees that further mapping and sampling and more detailed modelling will be prudent before committing to any drilling in the longer term.

5.5 Wilson Salt Flat

5.5.1 Location

The Wilson Salt Flat lithium brine project is located in Nye county, Nevada, USA as shown in Figure 5-26, 250 km NNW of Las Vegas, 100 km east of Tonopah, and 130 km east of Albemarle’s Silver Peak lithium brine operation in the Clayton Valley. The Extra-terrestrial Highway (Nevada Highway 375) passes 0.5 km southwest of the project area.

The Silver Peak operation is currently the only operational lithium brine project in the USA. It has been in continual operation since the 1950s. Production involves pumping groundwater enriched in lithium to surface ponds and evaporating this over 12 to 18 months to increase the lithium concentration sufficiently process the brine into a final product. Tesla’s lithium ion battery production facility (“Gigafactory 1”) located east of Reno Nevada is a significant lithium carbonate consumer.

5.5.2 Licence Description

The Wilson Salt Flat tenements, shown in Figure 5-26 and Figure 5-27, are centred on a salt lake playa and comprise 168 BLM unpatented placer claims covering an area of 13.6 km2. Coordinates of the outer boundary of the tenements are given in Table 5-14. These were initially granted to Zenolith in November 2016 and were granted in perpetuity as long as annual fees are paid. The claims confer surface rights for any activities related to mineral exploration and production. Any exploration, production and construction of processing facilities will require permitting.

The topography over the property is flat. Elevations range from 1,480 m above sea level (asl) in the centre of the salt lake to 1,485 masl in the south east corner of the property. There is no vegetation on the salt lake surface whilst at its fringes, vegetation consists of hardy, low growing grasses and shrubs is sparse. Mt Clayton peak located 10 km west, rising some 1,000 m above the valley floor, is understood to result in a rain shadow on its eastern side over the Wilson Salt Flat project area.

31312 Bradda Head CPR_v45.docx July 2021 Page 79 of 103 158 06_261407 Bradda Head_pp64_pp190_CPR.qxp 08/07/2021 21:29 Page 159

SRK Consulting Bradda Head CPR – Main Report

The climate in the Wilson Salt Flat region is characterized by arid conditions, the nearest available data for Tonopah, 100 km to the west of the project, shows that summers are hot and dry and winters are cold and dry. Tonopah receives on average about 132 mm of precipitation annually, distributed fairly evenly throughout the year. Temperatures during July and August range from 33°C to 32°C with low temperatures in the 14.2°C to 13.0°C range. Winter high temperatures range from 7.1°C to 9.6°C and average lows are between -6.5°C to -4.3°C. On an annual basis, as much as 90 to 95% of the total annual precipitation is lost through evaporation; similarly, high evaporation rates are assumed to apply to the project area.

31312 Bradda Head CPR_v45.docx July 2021 Page 80 of 103 159 06_261407 Bradda Head_pp64_pp190_CPR.qxp 08/07/2021 21:29 Page 160

SRK Consulting Bradda Head CPR – Main Report

Figure 5-26: Wilson Salt Flat Location Map

31312 Bradda Head CPR_v45.docx July 2021 Page 81 of 103 160 06_261407 Bradda Head_pp64_pp190_CPR.qxp 08/07/2021 21:29 Page 161

SRK Consulting Bradda Head CPR – Main Report

Figure 5-27: Wilson Salt Flat Claims and Project Boundary

Table 5-14: Wilson Salt Flat Tenement Coordinates (UTM NAD83 zone11) Wilson Salt Flat Tenement Block Outer Boundary Pt_ID Easting Northing Pt_ID Easting Northing Pt_ID Easting Northing 1 582,908 4,204,200 41 584,542 4,205,429 142 586,176 4,202,806 2 582,903 4,204,003 42 584,545 4,205,224 143 586,585 4,205,658 3 582,898 4,203,807 43 584,548 4,205,019 157 586,589 4,202,812 4 582,894 4,203,611 44 584,551 4,204,815 158 586,994 4,205,663 5 582,889 4,203,415 45 584,554 4,204,610 172 587,002 4,202,819 6 582,885 4,203,218 46 584,550 4,204,410 173 587,403 4,205,668 7 582,880 4,203,022 47 584,547 4,204,204 187 587,412 4,202,823 8 582,881 4,202,819 54 584,528 4,202,786 188 587,813 4,205,673 9 583,318 4,204,198 55 584,930 4,207,071 189 587,816 4,205,468 16 583,294 4,202,799 76 584,938 4,202,789 190 587,820 4,205,264 17 583,727 4,204,197 77 585,341 4,207,076 191 587,823 4,205,059 24 583,706 4,202,780 98 585,349 4,202,792 192 587,826 4,204,854 25 584,137 4,204,201 99 585,750 4,207,081 193 587,830 4,204,649 32 584,117 4,202,783 120 585,763 4,202,799 194 587,828 4,204,449 33 584,520 4,207,066 121 586,159 4,207,085 195 587,827 4,204,249 34 584,522 4,206,862 122 586,161 4,206,881 196 587,825 4,204,046 35 584,524 4,206,657 123 586,163 4,206,676 197 587,824 4,203,843 36 584,527 4,206,452 124 586,165 4,206,472 198 587,822 4,203,640 37 584,529 4,206,247 125 586,167 4,206,267 199 587,821 4,203,436 38 584,532 4,206,043 126 586,170 4,206,062 200 587,819 4,203,233 39 584,535 4,205,838 127 586,173 4,205,858 201 587,818 4,203,030 40 584,538 4,205,633 128 586,176 4,205,653 202 587,823 4,202,827

31312 Bradda Head CPR_v45.docx July 2021 Page 82 of 103 161 06_261407 Bradda Head_pp64_pp190_CPR.qxp 08/07/2021 21:29 Page 162

SRK Consulting Bradda Head CPR – Main Report

5.5.3 Regional Geology

Wilson Salt Flat is a salt lake playa that lies in the Railroad Valley South Basin within the Great Basin, an arid part of the Basin and Range geological terrane covering a large portion of the western United States and parts of northern Mexico. North-south oriented structural features in this area manifest themselves as mountain ranges and intervening valleys resulting from crustal extension and as a consequence, the area has particularly thin continental crust. Geothermal waters are abundant in the Great Basin indicating magmatic heat sources below much of this thin-crusted region.

Sedimentary, igneous, and metamorphic rocks are exposed in the mountain ranges ranging in age from late Pre-Cambrian to Holocene (Albers and Stewart, 1972). Intervening valley fill consists of Quaternary sediment accumulations resulting from erosion and mass wasting of the surrounding mountains.

5.5.4 Local Geology

Geologically, the Wilson Salt Flat region is complex with a lithological history extending from the Silurian to the Holocene.

The Reveille Range, bounding the valley to the west, includes Silurian and Devonian limestones, dolomites and shales and Tertiary volcanics ranging from felsic to mafic composition as well as Tertiary sedimentary rocks. The Grant Range, bounding the valley to the east, contains Tertiary volcanics ranging from felsic to mafic composition.

The geology of the South Railroad Basin in which the Wilson Salt Flat is located, has Quaternary alluvial deposits derived from rocks in the surrounding ranges by erosion and mass wasting. These comprise a thick sequence of clastic sedimentary deposits with lesser amounts of chemical precipitates which give a low gravity anomaly centred just to the north of the property. The geology of the Wilson Salt Flat project area is shown in Figure 5-28.

31312 Bradda Head CPR_v45.docx July 2021 Page 83 of 103 162 06_261407 Bradda Head_pp64_pp190_CPR.qxp 08/07/2021 21:29 Page 163

SRK Consulting Bradda Head CPR – Main Report

Figure 5-28: Geological Map of the Wilson Salt Flat surrounding area

5.5.5 Mineralisation Model

Sources of lithium in basin brines are generally considered to be derived from a combination of:

• lithium-rich lithological units within the sedimentary sequence;

• transport of lithium- enriched groundwater to basin traps from devitrified volcanic rocks in the adjacent ranges; and

• upwelling of lithium-enriched magmatic hydrothermal fluids into the basin sediments from an underlying igneous source.

Wilson Salt Flat can be considered to be analogous with deposits in the Clayton Valley area which include that exploited at the Silver Peak operation, although this is a working hypothesis which requires to be tested. Clayton Valley brines are hosted by interbedded alluvial formations, volcanic tuffs, and welded tuffs resulting in a variety of groundwater types such as:

• cold, dilute groundwater in aquifers of the bedrock highlands;

• thermal, saline groundwater in sediments at playa margins; and

• cold, saline brines in playa centres.

These occur in aquifers with variable continuity and physical characteristics.

31312 Bradda Head CPR_v45.docx July 2021 Page 84 of 103 163 06_261407 Bradda Head_pp64_pp190_CPR.qxp 08/07/2021 21:29 Page 164

SRK Consulting Bradda Head CPR – Main Report

5.5.6 Exploration Results

Historic Exploration

The Nevada Bureau of Mines performed a gravity survey over an area larger than but incorporating the property. Zenolith reports that there is no evidence of any ownership of placer claims for lithium in this area prior to 2016 and concludes that no exploration work, other than the government work, has been completed historically.

Recent Exploration

In October 2016, Zenith concluded reconnaissance surface auger/post hole sampling at the project to evaluate the surface distribution of lithium in surface colluvium, alluvium, and soils (Figure 5-29). Approximately 2 kg of sample material was collected by Zenolith from a depth of approximately 1-2 m using a powered auger or post-hole shovel in 14 locations; these were assayed by ALS Reno using ICP-MS. Samples are enriched in lithium with grades ranging from 32 ppm Li to 192 ppm Li as are shown in Table 5-15. Water bores located 1 km east of the project were found to contain elevated levels of lithium (1.2 ppm Li) which may be indicative of enriched lithium waters at depth.

Table 5-15: Wilson Salt Flat Surface Samples

Sample Sample Sample Easting North Lithium (ppm) Type Weight (kg) Wil-001 583484 4203323 Clay 1.72 159 Wil-002 585383 4203401 Clay 2.22 98 Wil-003 585436 4204869 Clay/sand 1.44 102 Wil-004 585080 4199484 Sand 1.38 33 Wil-005 587468 4197836 Sand 1.72 33 Wil-006 588579 4209390 Sand 1.58 50 Wil-007 582582 4214933 Clay 1.58 41 Wil-008 583504 4204865 Clay 1.42 86 Wil-009 585137 4206172 Clay 1.36 177 Wil-010 587417 4204980 Clay 1.56 132 Wil-011 586354 4204042 Clay 1.5 98 Wil-012 587400 4203429 Clay 1.56 192 Wil-013 585032 4207569 Sand 1.76 40 Wil-014 589008 4215828 Sand 1.96 42

31312 Bradda Head CPR_v45.docx July 2021 Page 85 of 103 164 06_261407 Bradda Head_pp64_pp190_CPR.qxp 08/07/2021 21:29 Page 165

SRK Consulting Bradda Head CPR – Main Report

Figure 5-29: Wilson Salt Flat Completed Exploration

Zenith completed a passive seismic geophysical survey in December 2016 which confirmed the presence of a thick, sedimentary sequence bounded by basin margin faults. Geophysical modelling suggests the presence of structures and architecture which are similar to those interpreted to exist in the Clayton Valley lithium production area.

An MT geophysical survey completed in July 2017 by geophysical consultants Zonge yielded a resistivity low anomaly (conductive layer) in the upper 200 – 300 m from surface as shown in Figure 5-30; the anomaly is present along the full width of the concession and is stronger and shallower than MT anomalies at similar projects in Nevada. This further strengthens the interpretation of the brine bearing target horizon interpreted from the passive seismic survey and gravity modelling.

Figure 5-30: Wilson Salt Flat MT Resistivity 2D Inversion Cross Section

5.5.7 Summary of Exploration Expenditure to Date

Bradda Head has spent some USD 100,000 to the end of May 2021 on geophysical surveys and surface sampling.

31312 Bradda Head CPR_v45.docx July 2021 Page 86 of 103 165 06_261407 Bradda Head_pp64_pp190_CPR.qxp 08/07/2021 21:29 Page 166

SRK Consulting Bradda Head CPR – Main Report

5.5.8 Development Strategy and Exploration Programme

For the first 18 month period Bradda Head has budgeted to spend some USD 200,000 on initial drilling and brine test work (Table 5-16). Drilling one core hole to a depth of 1,000 feet to test for the presence of a Li brine reservoir. Initial metallurgical testwork will be conducted on any brines with suitable chemistry.

Phase 1

The drilling was previously permitted but this permit subsequently lapsed and a new permit will be updated for completion of a 1 hole drilling programme.

Figure 5-31: Wilson Salt Flats Phase 1 Exploration

Phase 2

Should suitable brines be encountered, an initial metallurgical testwork will be conducted.

Exploration Budget

The work required to advance the project has been costed using expected and actual contractor rates; phased budgets for these activities are given in Table 5-16.

Table 5-16: Wilson Salt Flat Exploration Budget

Phase 1 Phase 2 Budget Total Wilson Salt Flat Budget (USD) (USD) Budget (USD)

Drilling 120,000 120,000

Metallurgical testwork 80,000 80,000 Total 120,000 80,000 200,000

31312 Bradda Head CPR_v45.docx July 2021 Page 87 of 103 166 06_261407 Bradda Head_pp64_pp190_CPR.qxp 08/07/2021 21:29 Page 167

SRK Consulting Bradda Head CPR – Main Report

5.5.9 SRK Comments

SRK has not visited the Wilson Salt Flat project site. Notwithstanding this, on the basis of analogy with the Clayton Valley projects which appear to be geologically similar; and considering the geographical salt pan feature and the limited geological information and surface sampling results currently available, SRK agrees that this is a reasonable exploration project and that the phased exploration programme presented here is warranted and appropriately costed.

5.6 Spencer

5.6.1 Location

The Spencer lithium brine project is located in Lander County, Nevada, USA, as shown in Figure 5-32, 26 km southeast of Austin and 170 km northeast of the Silver Peak lithium project in the Clayton Valley. Spencer is at the northern end of the Big Smoky Valley project mentioned in 4.3.3. The Lincoln Highway 50 passes 6 km north of the project area.

Tesla’s lithium ion battery production facility (“Gigafactory 1”) is located 280 km west of the Spencer project and is a significant lithium carbonate consumer.

5.6.2 Licence Description

The Spencer tenements, shown in Figure 5-32 and Figure 5-33, comprise 146 20-acre BLM unpatented placer claims in two claim blocks (north and south) totalling an area of 11.8 km2. Coordinates for the outer boundary are given in Table 5-17. These were initially granted to Zenolith in November 2016 in perpetuity as long as annual fees are paid. The claims confer surface rights for any activities related to mineral exploration and production. Any exploration, production and construction of processing facilities will require permitting.

Spencer Hot Springs lie on the eastern margin of the North Smoky Valley basin, coincident with inferred basin margin faults, they are covered by the Spencer north claim block.

31312 Bradda Head CPR_v45.docx July 2021 Page 88 of 103 167 06_261407 Bradda Head_pp64_pp190_CPR.qxp 08/07/2021 21:29 Page 168

SRK Consulting Bradda Head CPR – Main Report

Figure 5-32: Spencer Location Map

31312 Bradda Head CPR_v45.docx July 2021 Page 89 of 103 168 06_261407 Bradda Head_pp64_pp190_CPR.qxp 08/07/2021 21:29 Page 169

SRK Consulting Bradda Head CPR – Main Report

Figure 5-33: Spencer Claims and Project Boundaries

Table 5-17: Spencer Tenement Coordinates (UTM NAD83 zone11) Spencer Tenement Block Outer Boundary Pt_ID Easting Northing Pt_ID Easting Northing Pt_ID Easting Northing 1 511,160 4,354,501 63 513,172 4,353,697 110 507,485 4,347,645 2 511,160 4,354,099 64 513,172 4,353,294 125 507,485 4,341,610 3 511,160 4,353,697 65 513,172 4,352,892 126 507,686 4,347,645 4 511,160 4,353,294 66 513,172 4,352,490 141 507,686 4,341,610 5 511,160 4,352,892 67 506,680 4,344,828 142 507,887 4,347,645 6 511,160 4,352,490 68 506,680 4,344,426 152 507,887 4,343,621 7 511,362 4,354,501 69 506,680 4,344,024 153 507,887 4,343,219 12 511,362 4,352,490 70 506,680 4,343,621 154 507,887 4,342,817 13 511,563 4,354,501 71 506,680 4,343,219 155 507,887 4,342,414 18 511,563 4,352,490 72 506,680 4,342,817 156 507,887 4,342,012 19 511,764 4,354,501 73 506,680 4,342,414 157 507,887 4,341,610 24 511,764 4,352,490 74 506,680 4,342,012 158 508,088 4,347,645 25 511,965 4,354,501 75 506,680 4,341,610 168 508,088 4,343,621 30 511,965 4,352,490 76 506,881 4,344,828 169 508,290 4,347,645 31 512,166 4,354,501 84 506,881 4,341,610 176 508,290 4,344,828 36 512,166 4,352,490 85 507,083 4,344,828 177 508,290 4,344,426 37 512,367 4,354,501 93 507,083 4,341,610 178 508,290 4,344,024 42 512,367 4,352,490 94 507,284 4,347,645 179 508,290 4,343,621 43 512,569 4,354,501 95 507,284 4,347,242 180 508,491 4,347,645 48 512,569 4,352,490 96 507,284 4,346,840 181 508,491 4,347,242 49 512,770 4,354,501 97 507,284 4,346,438 182 508,491 4,346,840 54 512,770 4,352,490 98 507,284 4,346,035 183 508,491 4,346,438 55 512,971 4,354,501 99 507,284 4,345,633 184 508,491 4,346,035 60 512,971 4,352,490 100 507,284 4,345,231 185 508,491 4,345,633 61 513,172 4,354,501 101 507,284 4,344,828 186 508,491 4,345,231 62 513,172 4,354,099 109 507,284 4,341,610 187 508,491 4,344,828

31312 Bradda Head CPR_v45.docx July 2021 Page 90 of 103 169 06_261407 Bradda Head_pp64_pp190_CPR.qxp 08/07/2021 21:29 Page 170

SRK Consulting Bradda Head CPR – Main Report

The topography of the property is flat with a gentle slope from east to west. Elevations range from 1,730 metres above mean sea level (“masl”) in the north claim block to 1,705 masl in the south claim block. There is no vegetation on the salt lake surface, whilst at its fringes, vegetation consisting of hardy, low growing grasses and shrubs is sparse. North Toiyae Peak located 24 km west of the project area rises some 1,500 m above the valley floor, is understood to result in a rain shadow on its eastern side over the Spencer project area.

The climate in the project region is characterized by arid conditions, the nearest available data for Austin, 100 km to the west of the project, shows that summers are hot and dry and winters are cold and dry. Austin receives on average about 331 mm of precipitation annually, distributed fairly evenly throughout the year. Temperatures during July and August range from 29°C to 30°C with low temperatures in the 13.2°C to 14.0°C range. Winter high temperatures range from 4.3°C to 4.8°C and average lows are between -5.4°C to -4.8°C.

5.6.3 Regional Geology

Spencer lies within the Great Basin, an arid part of the Basin and Range geological terrane covering a large portion of the western United States and parts of northern Mexico. North-south oriented structural features in this area manifest themselves as mountain ranges and intervening valleys resulting from crustal extension and as a consequence, the area has particularly thin continental crust. Geothermal waters are abundant in the Great Basin indicating magmatic heat sources below much of this thin-crusted region.

Figure 5-34: Spencer Geological Map

31312 Bradda Head CPR_v45.docx July 2021 Page 91 of 103 170 06_261407 Bradda Head_pp64_pp190_CPR.qxp 08/07/2021 21:29 Page 171

SRK Consulting Bradda Head CPR – Main Report

5.6.4 Local Geology

Spencer Basin is flanked on the east by the Toquima Range and to the west by the North Toiyabe Range. Rocks of the Toiyabe Range forming the valley’s western boundary include Precambrian and Palaeozoic siliceous, argillaceous, and calcareous sediments and meta- sedimentary rocks, Palaeozoic lavas, Mesozoic intermediate to acid intrusive rocks, tertiary lavas, tuffs and sediments. The Toquima Range which forms the valley’s eastern limit contains Palaeozoic siliceous, argillaceous and calcareous sediments and metamorphic rocks, Mesozoic intermediate intrusive rocks and Tertiary intermediate flows, and silicic ash flow tuffs.

5.6.5 Mineralisation Model

Sources of lithium in basin brines are generally considered to be derived from a combination of:

• lithium-rich lithological units within the sedimentary sequence;

• transport of lithium-enriched groundwater to basin traps from devitrified volcanic rocks in the adjacent ranges; and

• upwelling of lithium-enriched magmatic hydrothermal fluids into the basin sediments from an underlying igneous source.

The Spencer basin can be considered to be analogous with the Clayton Valley area, although this is a working hypothesis which requires to be tested. Clayton Valley brines are hosted by interbedded alluvial formations, volcanic tuffs, and welded tuffs resulting in a variety of groundwater types such as:

• cold, dilute groundwater in aquifers of the bedrock highlands;

• thermal, saline groundwater in sediments at playa margins; and

• cold, saline brines in playa centres.

These occur in aquifers with variable continuity and physical characteristics.

5.6.6 Exploration Results

Historic Exploration

A large scale USGS gravity survey (Trexler, et. al., 1980) found a gravity low in the north central end of the North Smoky Basin. This gravity low is interpreted to be filled by a thick sequence of clastic alluvial sediments.

Results from an historic National Uranium Resource Assessment (“NURE”) water sampling programme that covered Nevada, partly cover the Spencer area.

Zenith reports that there is no evidence of any ownership of placer claims for lithium in this area prior to 2016 and concludes that no exploration work, apart from the government work, has been completed historically.

31312 Bradda Head CPR_v45.docx July 2021 Page 92 of 103 171 06_261407 Bradda Head_pp64_pp190_CPR.qxp 08/07/2021 21:29 Page 172

SRK Consulting Bradda Head CPR – Main Report

Recent Exploration

Exploration activities carried out to date by Zenith (Figure 5-35) have been limited to a small reconnaissance-level surface auger/post hole sample programme that was conducted to evaluate the surface distribution of lithium in surface colluvium, alluvium and soils in the vicinity of the Spencer project. In addition, a single water sample was taken from the Spencer Hot Springs.

Approximately 2 kg of sample material was collected from a depth of approximately 1-2 m using a powered auger or post-hole shovel in 13 locations; these were assayed by ALS Reno using ICP-MS. Samples are enriched in lithium with grades ranging from 341 ppm Li to 550 ppm Li; these are shown in Table 5-18.

A single water sample was taken by Zenith from the Spencer Hot Springs outflow and analysed by ALS Environmental Laboratory in Tucson Arizona using ICP-OES. The sample returned 2 ppm Li (20,000 ppb Li) which is very anomalous for a fresh water sample. This is consistent with the NURE samples from the Spencer Hot Springs which returned values of 1,660 ppb Li and 1,710 ppb Li. Only 33 of the 5,187 NURE samples taken in Nevada exceeded 1,000 ppb Li; of these, 8 were from the Clayton Valley area.

Table 5-18: Spencer Surface Samples Sample Lithium Sample Number Easting Northing Sample Type Weight (kg) (ppm) SP-001 509640 4354311 Sand 1.56 49 SP-002 512417 4352899 Sand 1.58 293 SP-003 512497 4352929 Sand /clay 1.52 530 SP-004 504226 4354508 Sand 1.88 41 SP-005 511571 4352004 Sand 1.12 66 SP-006 512528 4351742 Sand 1.44 45 SP-007 511459 4353168 Sand 1.3 54 SP-008 512369 4354182 Sand 1.24 93 SP-009 512178 4352918 Sand 1.56 550 SP-010 509033 4349538 Sand 1.8 87 SP-011 508169 4344944 Sand 1.36 107 SP-012 507137 4343040 Clay 1.16 226 SP-013 503135 4341136 Sand 1.18 99

31312 Bradda Head CPR_v45.docx July 2021 Page 93 of 103 172 06_261407 Bradda Head_pp64_pp190_CPR.qxp 08/07/2021 21:29 Page 173

SRK Consulting Bradda Head CPR – Main Report

Figure 5-35: Spencer Exploration Data

31312 Bradda Head CPR_v45.docx July 2021 Page 94 of 103 173 06_261407 Bradda Head_pp64_pp190_CPR.qxp 08/07/2021 21:29 Page 174

SRK Consulting Bradda Head CPR – Main Report

5.6.7 Summary of Exploration Expenditure to Date

Bradda Head has spent some USD 47,000 on the project to the end of May 2021.

5.6.8 Development Strategy and Exploration Programme

For the first 18 month period Bradda Head has budgeted for a geophysical exploration programme to define a basin that may contain a lithium rich brine.

Phase 1

An MT survey will be completed to identify the presence of a potential brine reservoir at depth.

Phase 2

Should the MT results be positive then the next step will be some drill testing which is not budgeted at this stage.

Exploration Budget

The work required to advance the project has been costed using expected and actual contractor rates with a general plan that should achieve the objectives described above; phased budgets for these activities are given in Table 5-19.

Table 5-19: Spencer Exploration Budget

Spencer Phase 1 Budget (USD)

Geophysical Survey 30,000 Total 30,000

5.6.9 SRK Comments

SRK has not visited the Spencer project site but based on the geographical salt pan feature, limited geological information available, limited surface sampling results and by analogy with other lithium salar projects in Nevada which appear to be geologically similar; SRK agrees that Spencer is a reasonable exploration target and that the phased exploration programme presented here is warranted.

5.7 Pennsylvania Brine

5.7.1 Location

The Pennsylvania Brine Project is located in Butler and Lawrence counties, Western Pennsylvania, United States of America (Figure 5-36).

31312 Bradda Head CPR_v45.docx July 2021 Page 95 of 103 174 06_261407 Bradda Head_pp64_pp190_CPR.qxp 08/07/2021 21:29 Page 175

SRK Consulting Bradda Head CPR – Main Report

Figure 5-36: Pennsylvania Oilfield Brine Project Location

5.7.2 Licence Description

To date, lease positions have been acquired from four landowners totaling 448.73 acres (1.8 km2). These Brine Mineral Leases, shown in Figure 5-37, are scattered throughout the target area providing Bradda Head with a senior land position.

The terms of all leases include language providing for the extraction and processing of all brine minerals, including lithium. The lease site facilities consist of brine wells, pumps and pipes for moving the brine from the extraction to site to a central processing facility. Under the leases BHHL has the rights to drill, pump and pipe brine.

31312 Bradda Head CPR_v45.docx July 2021 Page 96 of 103 175 06_261407 Bradda Head_pp64_pp190_CPR.qxp 08/07/2021 21:29 Page 176

SRK Consulting Bradda Head CPR – Main Report

In these claim areas, there is no historic oil or natural gas production. Only brine was encountered during historic exploration for oil and gas.

Figure 5-37: Map showing mineral leases acquired to date in Butler and Lawrence counties, Pennsylvania.

5.7.3 Regional Geology

The stratigraphic column in Figure 5-38 shows the geological formations present in western Pennsylvania. The lithium-bearing brines are found in the lower-middle Devonian formations comprising the Oriskany sandstone, Helderberg limestone, Onondaga limestone and Ridgeley limestone. The overlying Hamilton Shale (also known as the Marcellus shale) also hosts brines which are slightly enriched in lithium.

The lower-middle Devonian formations occur throughout north western Pennsylvania and contain numerous gas fields that have been drilled since before 1900. There has been historic natural gas production from all these formations and some very minor oil production.

A regional assessment of the lithium potential in natural gas field brines in Pennsylvania was undertaken over the last several years by WIM. As a result of these studies, anomalous lithium values were identified in the lower-middle Devonian sediments (Oriskany Group/Helderberg Group).

31312 Bradda Head CPR_v45.docx July 2021 Page 97 of 103 176 06_261407 Bradda Head_pp64_pp190_CPR.qxp 08/07/2021 21:29 Page 177

SRK Consulting Bradda Head CPR – Main Report

Figure 5-38: Stratigraphic Column – Western Pennsylvania (Lytle, 1957)

5.7.4 Local Geology

Shown on Figure 5-36 are all wells that penetrated the lower-middle Devonian or the upper Silurian Salina Salt formation. Lithium brines are located in the relatively porous lower Devonian Formations, specifically the Helderberg limestone and Oriskany sandstone (part of the Oriskany Group). The insets on the regional map show the details of the lithium anomalies in Butler and Lawrence Counties on which the Pennsylvania Brine Project potential is based.

In the project area, the thickness of the Oriskany sandstone is estimated to be 90 feet (27.5m) and has a porosity averaging 8%. The underlying Helderberg group is mostly composed of limestone but locally in the project area comprises more than 50% sandstone. The average thickness is of this group is also approximately 90 feet (27.5m).

31312 Bradda Head CPR_v45.docx July 2021 Page 98 of 103 177 06_261407 Bradda Head_pp64_pp190_CPR.qxp 08/07/2021 21:29 Page 178

SRK Consulting Bradda Head CPR – Main Report

5.7.5 Mineralisation

The source of the lithium and other salts in these brines is interpreted to be the underlying Silurian Salina formation which contains numerous halite beds as shown in the stratigraphic column in Figure 5-38; this formation underlies the Devonian sediments throughout the region. Brines have migrated from the salt beds into the relatively porous Devonian sediments.

5.7.6 Exploration Results

The geological consulting group World Industrial Minerals completed an evaluation of the lithium brine potential of Western Pennsylvania that led to the identification of anomalous values of lithium, bromine and iodine in a target area, within which the Pennsylvania Brine Project is located. Shown on the following table is a summary of the assay values (mg/L) of the natural gas wells sampled by the Pennsylvania Geological Survey (Dresel and Rose, 2010).

Table 5-20: Pennsylvania Project: Historical Brine Assays (Dresel & Rose)

Well Li (mg/L) Br (mg/L) I (mg/L) Ca (mg/L) Na (mg/L) Cl (mg/L) S.G.

Well #1 490 1,880 64 24,720 49,000 133,800 1.151

Well #2 489 1,570 31 23,400 34,200 115,900 1.130

The two wells containing the anomalous lithium values have been shut in and the sites reclaimed. These wells are not available for re-entry. In order to get samples, a new well would have to be drilled at a cost of approximately USD 200,000. A search of the State oil and gas records and satellite imagery reveals no other wells in the vicinity that are operational for natural gas extraction.

5.7.7 Summary of Exploration Expenditure to Date

Expenditure to date has covered the efforts and costs associated with securing a land position in the area. Some USD 180,000 has been spent to the end of May 2021.

5.7.8 Development Strategy and Exploration Programme

Funds will be used to complete a more detailed review of historical geochemical and geological data from the Oriskany sandstone/limestone aquifer and to further evaluate the Li mineral content of the brine in the project area. Once these studies are complete an initial drill hole will be permitted on one of the properties leased to the Company, however the drilling of this is not in the current budget.

Phase 1

Recent geochemical information on the mineral content of brines derived from gas well brine sampling is available. Additional geological information regarding the deposition of the Oriskany is also available. A more detailed study of this information will be made.

Exploration Budget

The work required to advance the project has been costed using expected and actual contractor rates for which budgeted costs are described Table 5-13.

31312 Bradda Head CPR_v45.docx July 2021 Page 99 of 103 178 06_261407 Bradda Head_pp64_pp190_CPR.qxp 08/07/2021 21:29 Page 179

SRK Consulting Bradda Head CPR – Main Report

Table 5-21: Pennsylvania Brine Exploration Budget

Phase 1 Budget Phase 2 Budget Total Pennsylvania Brine (USD) (USD) Budget (USD) Technical Study 20,000 - 20,000 Total 20,000 - 20,000

5.7.9 SRK Comments

SRK has not visited the Pennsylvania Brine Project, but according to Bradda Head’s summary of available literature and data, the targeted area appears to be prospective for lithium brines. Within the target area there are two separate wells approximately 4 miles (6.4 km) apart in the same geological formation both of which reportedly encountered elevated lithium values in brine.

According to the geochemical analyses the calcium levels are high, so to extract lithium economically it will be necessary to reduce these calcium levels significantly in the chemical process. It will be necessary to collect brine samples and complete lithium extraction tests using laboratories which are capable of extracting lithium in high calcium environments. Membrane and reverse osmosis are the most likely extraction technologies to be investigated for lithium recovery from oilfield brines.

SRK believes the Pennsylvania project is a reasonable exploration target and that the exploration programme presented here is reasonable in terms of making the most of historical information to optimise the siting of a well in the future.

31312 Bradda Head CPR_v45.docx July 2021 Page 100 of 103 179 06_261407 Bradda Head_pp64_pp190_CPR.qxp 08/07/2021 21:29 Page 180

SRK Consulting Bradda Head CPR – Main Report

6 CONCLUSIONS AND RECOMMENDATIONS 6.1 Peer Group Review

Bradda Head’s lithium exploration assets are located in geologically attractive areas and in many cases are favourably located with respect to infrastructure and/or proximity to potential off takers. The projects span a variety of lithium mineral occurrences and have similar characteristics to other lithium projects globally which are either currently being developed to advanced stages of mining technical studies or in the case of brine and hard rock pegmatite deposits, are currently being commercially exploited by other mining companies.

The peer group review provided in Section 4 gives an indication of the size and grade of the more advanced projects in the industry. It has yet to be determined whether or not the Bradda Head assets will be as significant as these. In SRK’s opinion the work programmes that are described for each of the assets in Section 6.2 are suitably structured to assess the potential in a staged manner using industry standard approaches to mineral project development.

6.2 Exploration Budget and Plan

The initial phase of work at each asset has been budgeted in some detail. Subsequent phases are contingent on the successful outcome of preceding stages which is a normal and suitable approach in SRK’s opinion. Plans and budgets for later phases of work are considered to be generally sufficient to achieve their stated objectives, however, in due course, they are likely to be modified and adapted to the results of earlier phases which is normal.

SRK considers the budgets are reasonable, sufficient to fund the exploration programmes as described towards the various milestones described in this CPR over the next two years. The planned work builds logically on existing results to advance projects towards realistic milestones.

Table 6-1: Summary Bradda Head 18 month Exploration Budget Phase 1 Budget Phase 2 Budget Total Budget Technical Studies (USD) (USD) (USD) Burro Creek East 160,000 110,000 270,000 Burro Creek West 500,000 110,000 610,000 Wikieup 1,400,000 200,000 1,600,000 San Domingo 60,000 - 60,000 Wilson Salt Flat 120,000 80,000 200,000 Spencer 30,000 - 30,000 Pennsylvania 20,000 - 20,000

Subtotal 2,290,000 500,000 2,790,000 IPO Cost 770,000 Landholding Fees 320,000 Administration and Company - - 1,520,000 Overheads (post-IPO) Total Costs 5,400,000

Some of the funds raised by Bradda Head will be used for administering the work at a local level and to cover head office costs; these are identified in the overall budget summarised in Table 6-1. Should there be budget reductions on some projects or excess funds available then Bradda Head will actively seek to invest in additional similar lithium mineral projects as opportunities arise.

31312 Bradda Head CPR_v45.docx July 2021 Page 101 of 103 180 06_261407 Bradda Head_pp64_pp190_CPR.qxp 08/07/2021 21:29 Page 181

SRK Consulting Bradda Head CPR – Main Report

Bradda Head plans to undertake the work according to the schedule provided in Figure 6-1.

Figure 6-1: Exploration Plan

6.3 SRK Comments

Bradda Head proposes to undertake mineral exploration for lithium deposits in reasonably remote locations demanding good logistical management, with very different geological settings and in several different jurisdictions. This requires input from teams who have relevant technical experience in the different styles of mineralisation, the processing technologies required for economical extraction, dealing with the local authorities to ensure these programmes can take place as planned and expertise in securing and managing water rights. At the clay projects and at the Pennsylvania Brine project, novel technologies are being considered which have not yet been demonstrated at a commercial scale; this will be an important focus going forward.

The potential disputed claim issue at the Wikieup project will need careful management, a successful outcome will be important to realise full value at this asset.

There are several differing permitting aspects in the jurisdictions in which Bradda Head has projects; their team has demonstrated their familiarity with these in advancing mineral exploration work programmes as far as they have to date. There are some aspects which will require further understanding, in particular, water rights issues for the Arizona and Nevada projects and the evolving regulatory environment in Nevada in so far as it affects lithium brine extraction. With the right expertise in place it should be possible to explore the options, preferred rights and exemptions in Nevada’s water usage legislation to ensure that water access will not inhibit project progress at this stage or in the future.

It is essential to maintain good community relationships in the project areas to minimise the risk of disagreements which can seriously hinder progress if not well managed.

31312 Bradda Head CPR_v45.docx July 2021 Page 102 of 103 181 06_261407 Bradda Head_pp64_pp190_CPR.qxp 08/07/2021 21:29 Page 182

SRK Consulting Bradda Head CPR – Main Report

Mineral exploration projects, even when executed well, often result in no discovery. Mineral deposits can be very difficult to find even with an experienced and well-funded team. Using the same team of consultants which conducted the recent exploration, Bradda Head has access to a team of geologists experienced in managing the licencing aspects of the exploration project portfolio and undertaking work on the ground, generating meaningful exploration information in a cost effective way.

Notwithstanding the above challenges, SRK considers that the projects acquired by Bradda Head have potential that warrants investigating and that the planned expenditure programmes are appropriately costed and justified by the exploration potential at each of the assets.

For and on behalf of SRK Consulting (UK) Limited

Martin Pittuck Mike Armitage, Corporate Consultant Corporate Consultant, (Mining Geology) (Resource Geology) SRK Consulting (UK) Limited SRK Consulting (UK) Limited

31312 Bradda Head CPR_v45.docx July 2021 Page 103 of 103 182 06_261407 Bradda Head_pp64_pp190_CPR.qxp 08/07/2021 21:29 Page 183

SRK Consulting Bradda Head CPR – References

7 REFERENCES

• Arizona Mining Permitting Guide (May 2011), BUREAU OF LAND MANAGEMENT. 2017. https://www.blm.gov/documents/arizona/public-room/guidebook/arizona-mining- permitting-guide-may-2011. [Accessed 25 September 2017].

• Arizona State Land Department, Serving Arizona's Schools & Public Institutions Since 1915. https://land.az.gov/. [Accessed 25 September 2017].

• AZGS, Mineral Resources, Mineral Rights. 2017. AZGS, Mineral Resources, Mineral Rights. http://www.azgs.az.gov/mineral_rights.shtml. [Accessed 25 September 2017]

• Burch, A. (2016). Mineral development report: sections 7 and 8, T. 14 N., R. 10 W., Gila & Salt River Meridian, Yavapai County, Arizona: Burch Consulting Services, LLC, 166 p., unpublished report for the Arizona State Land Department.

• Commission on Mineral Resources. 2017. http://minerals.nv.gov/Commission/. [Accessed 25 September 2017].

• Dresel, E.P., and Rose, A.W., 2010, Chemistry and origin of oil and gas well brines in western Pennsylvania: Pennsylvania Geological Survey, Open-File Oil and Gas Report 10–01.0, 48 p.

• Eyde, T.H. and Irvin, G.W., 1978, Arizona zeolites: Arizona Department of Mineral Resources Mineral Report No. 1, 40 p.

• Geologic Map of the Wickenburg, southern Buckhorn, and northwestern Hieroglyphic Mountains, Central Arizona. Stimac, J. A., Fryxell, J. E., Reynolds, S. J., Richard, S. M., Grubensky, M. J., and Scott, E. A. Arizona Geological Survey Open-File Report 87-9 October, 1987.

• Geology and Mineral Deposits of Esmeralda County, Nevada. Albers, J.P. and Stewart, J.H., 1972, Nevada Bureau of Mines and Geology Bulletin 78, 80 p

• Geology and Ore Deposits of the Bagdad Area, Yavapai County, Arizona. C.A.Anderson, E.A.Scholz, J.D.Strobell Jr – Geological Survey Professional Paper 278

• http://www.azgs.az.gov/mineral_rights.shtml

• J. E. Litz and Associates, LLC. (2016) Attapulgite leaching. Private memorandum for Jim Guilinger.

• J. E. Litz and Associates, LLC and Hazen Research, Inc. (2017). Summary of preliminary test progam on Burro Creek clay sample. Private report for Bradda Head Holdings Limited.

• J. E. Litz and Associates, LLC and Hazen Research, Inc. (2018). Summary of roast-leach results on upper and lower levels of Burro Creek drill hole BCRC 18-14. Private report for Bradda Head Holdings Limited.

• Mineral Resources 2017. http://minerals.nv.gov. [Accessed 25 September 2017]

• Mineral Resources of the Lower Burro Creek Wilderness Study Area, Mohave and Yavapai Counties, Arizona – R.J.Miller, F.Gray, J.R.Hassemer, W.F.Hanna, J.Brice III – USGS Bulletin 1701-B

31312 Bradda Head CPR_v45.docx July 2021 Page i of ii 183 06_261407 Bradda Head_pp64_pp190_CPR.qxp 08/07/2021 21:29 Page 184

SRK Consulting Bradda Head CPR – Main Report

• Nevada Bureau of Mines and Geology 2017. http://minerals.nv.gov/uploadedFiles/mineralsnvgov/content/Programmes/Mining/SPL6_S tAndFedPermitsRequired_Rev2015.pd

• Nevada Bureau of Mines and Geology. 2017. http://www.nbmg.unr.edu/. [Accessed 25 September 2017].

• Nevada Legislature 2017. https://www.leg.state.nv.us/NRS/NRS- 362.html#NRS362Sec105

• Origin of the lithium-rich brine, Clayton Valley, Nevada. Davis, J.R., Friedman, I., and Gleason, J.D., 1986. U.S. Geological Survey, Bulletin 1622, Chapter “L,” p. 132-138.

• Pegmatite Deposits of the White Picacho District, Maricopa and Yavapai Counties, Arizona. Jahns, R. H. California Inst. Tech.

• TAXES ON PATENTED MINES AND PROCEEDS OF MINERALS. 2017. NRS: CHAPTER 362. https://www.leg.state.nv.us/NRS/NRS-362.html#NRS362Sec105. [Accessed 25 September 2017].

• The Evaluation of Brine Prospects and the Requirement for Modifications to Filing Standards; Houston, J., Buthcer, A., Ehren, P., Evans, K. and Godfrey, 2011. Ec. Geol v106, pp 1225-1239.

• Sheppard, R.A. and Gude, A.J. (1972), Big Sandy Formation near Wikieup, Mohave County, Arizona: U.S. Geological Survey Bulletin 1354-C, 10 p.

• S.R.K. Consulting (UK) Ltd (2018). A maiden Mineral Resource Estimate for the Burro creek East Lithium Deposit, Arizona, USA, October 2018: private report # 30134, 82 p

• Western Regional Climate Center (WRCC), Desert Research Institute, internet data site accessed January 11, 2019, https://wrcc.dri.edu/cgi-bin/cliMAIN.pl?azwiki

• World Industrial Minerals, (2016). Lyles/Burro Creek clay sampling summary report. Private report for Bradda Head Holdings Limited.

• www.azga.az.gov

• http://www.zenithminerals.com.au/projects/burro-creek-usa/

31312 Bradda Head CPR_v45.docx July 2021 Page ii of ii 184 06_261407 Bradda Head_pp64_pp190_CPR.qxp 08/07/2021 21:29 Page 185

SRK Consulting Bradda Head CPR – Glossary, Abbreviations, Units

GLOSSARY, ABBREVIATIONS, UNITS

Glossary

auger sampling any of various auger like tools designed for boring holes in wood or for boring into soil and used esp. for such purposes as mining coal, prospecting, drilling for oil or water. basin a natural depression of strata containing a coalbed or other stratified deposit. bench scale testwork laboratory testing of processing methods to aid the development of a process flowsheet. borehole a hole with a drill, auger, or other tools for exploring strata in search of minerals, for water supply, for blasting purposes, for proving the position of old workings and faults, and for releasing accumulations of gas or water. brine an aqueous solution containing elevated amounts of dissolved chemical salts. by-product secondary products of commercial value which are accounted for as a credit to operating expenditures. concentrate the clean product recovered in froth flotation. concentrator a plant where ore is separated into concentrates and rejects (tails). Also called mill; reduction works; cleaning plant. concession an area in which a user has been afforded certain rights such as for mineral exploration and exploitation by mining. drillhole technically, a circular hole drilled by forces applied percussively; loosely and commonly, the name applies to a circular hole drilled in any manner. electromagnetic survey used to help detect a wide variety of mineral deposits, especially base metal sulphides via detection of conductivity anomalies which can be generated around sulphide bodies in the subsurface. erosion the change in shape and elevation of a land surface as a result of the action of air and water running over it. evaporites rock formation comprised mainly of mineral salts that have crystallised from brines in a high evaporation environment. exploration The search for coal, mineral, or ore by (1) geological surveys; (2) geophysical prospecting (may be ground, aerial, or both); (3) boreholes and trial pits; or (4) surface or underground headings, drifts, or tunnels. Exploration aims at locating the presence of economic deposits and establishing their nature, shape, and grade. The investigation may be divided into preliminary (grass roots), advanced (deposit definition) and near-mine (brown-fields). fault a fracture or a fracture zone in crustal rocks along which there has been displacement of the two sides relative to one another parallel to the fracture. The displacement may be a few inches or many miles long. flotation a method used in a concentration plant whereby minerals with certain surface chemistry characteristics can be encouraged to attach to air bubbles by use of chemical activators resulting in particles of interest floating and becoming concentrated in a froth which can be separated from the remaining particles. fold a curve or bend of a planar structure such as rock strata, bedding planes, foliation, or cleavage. A fold is usually a product of deformation, although its definition is descriptive and not genetic and may include primary structures. geochemical sampling the search for economic mineral deposits or petroleum by detection of abnormal concentrations of elements or hydrocarbons in surficial materials or organisms, usually accomplished by instrumental, spot-test techniques that may be applied in the field.

31312 Bradda Head CPR_v45.docx July 2021 Page i of vi 185 06_261407 Bradda Head_pp64_pp190_CPR.qxp 08/07/2021 21:29 Page 186

SRK Consulting Bradda Head CPR – Glossary, Abbreviations, Units

geochemistry the study of the relative and absolute abundances of the elements and their nuclides (isotopes) in the earth. geophysical survey the exploration of an area in which geophysical properties and relationships unique to the area are mapped by one or more geophysical methods. geophysics branch of physics dealing with the Earth, including its atmosphere and hydrosphere. It includes the use of seismic, gravitational, electrical, thermal, radiometric, and magnetic phenomena to elucidate processes of dynamical geology and physical geography, and makes use of geodesy, geology, seismology, meteorology, oceanography, magnetism, and other Earth sciences in collecting and interpreting Earth data. Geophysical methods have been applied successfully to the identification of underground structures in the Earth and to the search for structures of a particular type, as, for example, those associated with oil-bearing sands. grade the relative quantity or the percentage of ore-mineral or metal content in an orebody or mineralised fluid. hydrogeology the part of hydrology that deals with the distribution and movement of groundwater in the soil and rocks of the Earth's crust. hydrology the science that deals with global water (both liquid and solid), its properties, circulation, and distribution, on and under the Earth's surface and in the atmosphere, from the moment of its precipitation until it is returned to the atmosphere through evapotranspiration or is discharged into the ocean. In recent years, the scope of hydrology has been expanded to include environmental and economic aspects. hydrothermal hot fluids that may carry metals from deep within the earth towards the surface of the earth where metals are deposited in the near surface geological environment, potentially in concentrations suitable for mining. ignimbrite a geological deposit of hot volcanic ash. infill drilling the process of secondary drilling to aid further definition of an exploration and/or mining target.

lepidolite a lithium mica with the formula KLi2AlSi4O10F(OH). magneto-telluric A type of electro-magnetic geophysical survey for determining differences in conductivity of geological formations hundreds of metres below the surface. metallurgical testwork Laboratory testwork undertaken to determine the most appropriate process route for the economic recovery of valuable minerals/metals. paleo old, in a geological sense. payability the net sales revenue expressed as a percentage of the gross value of contained valuable commodity. pegmatite A body of igneous rock characterised by large to giant crystal sizes.

polylithionite a lithium mica with the formula KLi2AlSi4O10(F,OH)2. radiometric survey use of portable Geiger-Muller apparatus for field detection of emission count in search for radioactive minerals. salar a geological basin typically containing brines at depth or sometimes near surface in which case a surface crust of salt forms a salt pan. sampling the gathering of specimens of ore or wall rock for appraisal of an orebody. Since the average of many samples may be used, representative sampling is crucial. The term is usually modified to indicate the mode or locality; e.g., hand sampling, mine sampling, and channel sampling.

spodumene a type of pyroxene containing lithium with the chemical formula LiAl(Si2O6). syn-sedimentary faults geological cracks that allow strata in some areas to move relative to other areas causing offsets in otherwise continuous geological layers and forming boundaries to geological depressions that fill up with sediments. volcaniclastic a sequence of rocks formed by the sub-aerial or sub-marine accumulation of ash and rocks that have fallen back to earth near to volcanic eruptions.

31312 Bradda Head CPR_v45.docx July 2021 Page ii of vi 186 06_261407 Bradda Head_pp64_pp190_CPR.qxp 08/07/2021 21:29 Page 187

SRK Consulting Bradda Head CPR – Glossary – Technical Studies

Abbreviations Abbreviation Unit or Term % percent ° degree (degrees) °C degrees Centigrade ACEC Area of Critical Environmental Concern AIM The AIM Market, London Stock Exchange Amsl Above mean sea level ASLD Arizona State Land Department BLM Nevada Bureau of Land Management Cheto Cheto Partners LLC cm centimetre CPR Competent Persons Report DEM Digital Elevation Models DGPS Differential Global Positioning System EP exploration permit g gram g/t grams per tonne GBM Cartography Department of the General Bureau of Mines GBP Great British Pounds IPO Initial Public Offering JV Joint venture kg kilograms km kilometre km2 square kilometre koz thousand troy ounce kt thousand tonnes LCE lithium carbonate equivalent BHHL BHHL Science Developments Limited Litz J. E. LITZ & ASSOCIATES, L.L.C m metre M million m2 square metre m3 cubic metre masl metres above sea level ML Mining licence ML Mineral leases mm millimetre mm2 square millimetre Moz million troy ounces MRE Mineral Resource Estimate MT magneto-telluric NOI Notice of Intent NURE National Uranium Resource Assessment oz troy ounce PWC Pricewaterhouse Coopers QA/QC Quality Assurance/Quality Control SRK SRK Consulting (UK) Ltd St Cloud St Cloud Mining Company t tonne (metric ton) USD United States Dollar USGS United States Geological Survey VAT Value added Tax WIM World Industrial Minerals Zenith Zenith Minerals Limited Zenolith Zenolith (USA) Inc

31312 Bradda Head CPR_v45.docx July 2021 Page iii of vi 187 06_261407 Bradda Head_pp64_pp190_CPR.qxp 08/07/2021 21:29 Page 188

SRK Consulting Bradda Head CPR – Glossary – Technical Studies

Glossary – Technical Studies Feasibility Study means a comprehensive study of a mineral deposit in which all geological, engineering, legal, operating, economic, social, environmental and other relevant factors are considered in sufficient detail so that it could reasonably serve as the basis for a final decision by a financial institution to finance the development of the deposit for mineral production. For the avoidance of doubt, this would commonly ensure that the technical feasibility and economic viability of the mineral deposit has been demonstrated on a multi-disciplinary basis to what is commonly known as “bankable standards”. In a Feasibility Study the declaration of Ore Reserves would be expected and the economic viability of the mineral deposit could be demonstrated with sole reliance on the depletion of the Ore Reserves without inclusion of Mineral Resources. In parallel to the development of the Feasibility Study it is normally expected that an Environmental and Social Impact Study would have been completed. Typical contingencies included within the capital expenditure estimate range between 10% and 15% and accuracy ranges are typically ±15%. Pre-Feasibility Study means a comprehensive study of the viability of a mineral project that has advanced to a stage where the mining method, in the case of underground mining, or the pit configuration, in the case of an open pit, has been established and an effective method of mineral processing has been determined, and includes a financial analysis based on reasonable assumptions of technical, engineering, legal, operating, economic, social, and environmental factors and the evaluation of other relevant factors which are sufficient for a qualified person, acting reasonably, to determine if all or part of the Mineral Resource may be classified as an Ore Reserve. For the avoidance of doubt this would commonly ensure that the technical feasibility and economic viability of the mineral project has been demonstrated on a multi-disciplinary basis to PFS levels and accordingly the declaration of Ore Reserves would be expected. SRK notes that such studies are not normally dependent on Inferred Mineral Resources to demonstrate economic viability and generally include appropriate contingencies (± 20% to 25%) with respect to capital expenditures to account for the lower amount of site specific engineering designs completed compared to that normally included in a Feasibility Study. Furthermore it is also general industry practice to acknowledge that such studies in reflecting a lower degree of accuracy are accompanied by higher accuracy/sensitivity ranges (±20%). Key deliverables of a Pre-Feasibility Study would include a recommendation of a single and sufficiently positive technical and economic outcome such that advancement to Feasibility-Study level is warranted. Scoping study means a study that includes an economic analysis of the potential viability of mineral resources taken at an early stage of the project prior to the completion of a PFS. A Scoping Study may be based on Measured, Indicated, or Inferred Mineral resources or a combination of any of these and include disclosure of forecast mine production rates and may contain capital costs to develop and sustain the mining operation, operating costs. For the avoidance of doubt a Scoping Study would seek to establish the mining method and process route to establish the nature and scale of the mineral project. A Scoping Study would have limited site specific data in respect of key operating assumptions and would only address certain disciplines on a high level fatal flaw basis. Both the contingency (>30%) and accuracy/sensitivity (±30%) associated with key assumptions are generally higher than that assumed for PFSs. Key deliverables of a Scoping Study would include the determination of sufficiently positive technical and economic outcomes such that advancement to PFS level is warranted. A

31312 Bradda Head CPR_v45.docx July 2021 Page iv of vi 188 06_261407 Bradda Head_pp64_pp190_CPR.qxp 08/07/2021 21:29 Page 189

SRK Consulting Bradda Head CPR – Glossary – Technical Studies

Scoping Study is preliminary in nature, in that it generally includes Inferred Mineral Resources that are considered too speculative geologically to have the economic considerations applied to them that would enable them to be categorized as Ore Reserves, and there is no certainty that the technical and economic aspects presented will be realised. Conceptual Study means a study that incorporates inherently lower level of accuracy and confidence with respect to technical and economic parameters normally included in a Scoping Study. A Conceptual study may only include Inferred Mineral Resources and/or further assumptions regarding Exploration Targets. Accordingly site specific data may be limited and reliance on generic assumptions derived from comparable situations is common.

Glossary – Mineral Resources and Ore Reserves Ore Reserves The economically mineable part of a Measured and/or Indicated Mineral Resource. It includes diluting materials and allowances for losses, which may occur when the material is mined or extracted and is defined by studies at Pre-Feasibility or Feasibility Level as appropriate that include application of Modifying Factors. Such studies demonstrate that, at the time of reporting, extraction could reasonably be justified. The reference point at which Reserves are defined, usually the point where the ore is delivered to the processing plant, must be stated. It is important that, in all situations where the reference point is different, such as for a saleable product, a clarifying statement is included to ensure that the reader is fully informed as to what is being reported. Proved Ore Reserves The economically mineable part of a measured Mineral Resource. A Proved Ore Reserve implies a high degree of confidence in the Modifying Factors. A Proved Ore Reserve represents the highest confidence category of reserve estimate and implies a high degree of confidence in geological and grade continuity, and the consideration of the Modifying Factors. The style of mineralisation or other factors could mean that Proved Ore Reserves are not achievable in some deposits. Probable Ore Reserves the economically mineable part of an Indicated, and in some circumstances, a Measured Mineral Resource. The confidence in the Modifying Factors applying to a Probable Ore Reserve is lower than that applying to a Proved Ore Reserve. Mineral Resource A concentration or occurrence of solid or liquid material of economic interest in or on the Earth’s crust in such form, grade (or quality), and quantity that there are reasonable prospects for eventual economic extraction. The location, quantity, grade (or quality), continuity and other geological characteristics of a Mineral Resource are known, estimated or interpreted from specific geological evidence and knowledge, including sampling. Mineral Resources are sub-divided, in order of increasing geological confidence, into Inferred, Indicated and Measured categories.

31312 Bradda Head CPR_v45.docx July 2021 Page v of vi 189 06_261407 Bradda Head_pp64_pp190_CPR.qxp 08/07/2021 21:29 Page 190

SRK Consulting Bradda Head CPR – Glossary – Technical Studies

Measured Mineral Resource that part of a Mineral Resource for which quantity, grade (or quality), densities, shape, and physical characteristics are estimated with confidence sufficient to allow the application of Modifying Factors to support detailed mine planning and final evaluation of the economic viability of the deposit. Geological evidence is derived from adequately detailed and reliable exploration, sampling and testing gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes, and is sufficient to assume geological and grade (or quality) continuity between points of observation where data and samples are gathered. A measured Mineral Resource has a higher level of confidence that that applying to either an Indicated Mineral Resource or and Inferred Mineral Resource. It may be converted to a Proved ore Reserve or under certain circumstances to a probable Ore Reserve. Indicated Mineral Resource that part of a Mineral Resource for which quantity, grade (or quality), densities, shape and physical characteristics are estimated with sufficient confidence to allow the application of Modifying Factors in sufficient detail to support mine planning and evaluation of the economic viability of the deposit. Geological evidence is derived from adequately detailed and reliable exploration, sampling and testing gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes, and is sufficient to assume geological and grade (or quality) continuity between points of observation where data and samples are gathered. An Indicated Mineral Resource has a lower level of confidence that that applying to a Measured Mineral Resource and may only be converted to a probable Ore Reserve. Inferred Mineral Resource that part of a Mineral Resource for which quantity and grade (or quality) are estimated on the basis of limited geological evidence and sampling. Geological evidence is sufficient to imply but not verify geological grade (or quality) continuity. It is based on exploration, sampling and testing information gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes. An inferred Mineral Resource has a lower level of confidence that that applying to an Indicated Mineral Resources and must not be converted to an Ore Reserve. It is reasonably expected that the majority of Inferred Mineral Resources could be upgraded to Indicated Mineral Resources with continued exploration.

31312 Bradda Head CPR_v45.docx July 2021 Page vi of vi 190 07_261407 Bradda Head_pp191_pp198.qxp 08/07/2021 21:33 Page 191

PART V

SECTION A: ACCOUNTANT’S REPORT ON THE HISTORICAL FINANCIAL INFORMATION ON THE COMPANY

The Directors Bradda Head Holdings Limited Craigmuir Chambers Road Town Tortola British Virgin Islands

8 July 2021

Ladies and Gentlemen

Bradda Head Holdings Limited We report on the financial information set out on pages 193 to 198 for the years ended 28 February 2019, 29 February 2020 and 28 February 2021. This report is required by Paragraph (a) of Schedule Two of the AIM Rules for Companies and is given for the purpose of complying with that paragraph and for no other purpose.

Opinion on financial information In our opinion, the financial information gives, for the purposes of the AIM Admission Document dated 8 July 2021, a true and fair view of the state of affairs of Bradda Head Holdings Limited as at 28 February 2019, 29 February 2020 and 28 February 2021 and of its losses, cash flows and changes in equity for the years ended 28 February 2019, 29 February 2020 and 28 February 2021 in accordance with the basis of preparation set out in note 3.

Responsibilities The Directors of Bradda Head Holdings Limited are responsible for preparing the financial information on the basis of preparation set out in note 3 to the financial information.

It is our responsibility to form an opinion on the financial information and to report our opinion to you.

Save for any responsibility arising under Paragraph (a) of Schedule Two of the AIM Rules for Companies to any person as and to the extent there provided, to the fullest extent permitted by law we do not assume any responsibility and will not accept any liability to any other person for any loss suffered by any such other person as a result of, arising out of, or in connection with this report or our statement, required by and given solely for the purposes of complying with Schedule Two of the AIM Rules for Companies, consenting to its inclusion in the Admission Document.

Basis of Preparation The financial information has been prepared for inclusion in the AIM Admission Document dated 8 July 2021 of Bradda Head Holdings Limited on the basis of the accounting policies set out in paragraph 3.

Basis of opinion We conducted our work in accordance with Standards for Investment Reporting issued by the Financial Reporting Council in the United Kingdom (the ‘FRC’). We are independent, and have fulfilled our other ethical responsibilities, in accordance with the relevant ethical requirements of the FRC’s Ethical Standard as applied to Investment Circular Reporting Engagements.

191 07_261407 Bradda Head_pp191_pp198.qxp 08/07/2021 21:33 Page 192

Our work included an assessment of evidence relevant to the amounts and disclosures in the financial information. It also included an assessment of the significant estimates and judgments made by those responsible for the preparation of the financial information and whether the accounting policies are appropriate to the entity’s circumstances, consistently applied and adequately disclosed.

We planned and performed our work so as to obtain all the information and explanations which we considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the financial information is free from material misstatement whether caused by fraud or other irregularity or error.

Declaration For the purposes of Paragraph (a) of Schedule Two of the AIM Rules for Companies we are responsible for this report as part of the AIM Admission Document and declare that, to the best of our knowledge, the information contained in this report is in accordance with the facts and that the report makes no omission likely to affect its import. This declaration is included in the AIM Admission Document in compliance with Schedule Two of the AIM Rules for Companies

Yours faithfully

KPMG

192 07_261407 Bradda Head_pp191_pp198.qxp 08/07/2021 21:33 Page 193

SECTION B: HISTORICAL FINANCIAL INFORMATION ON THE COMPANY

Consolidated Statement of Comprehensive Income for the year ended 28 February 2021

Year ended Year ended Year ended 28 February 29 February 28 February Notes 2019 2020 2021 US$ US$ US$ Unrealised (loss)/gain on investment 12 (7,947) 58,139 (64,753) Operating expenses Directors’ fees 4,16 (194,334) (283,667) (250,162) Consultants’ fees (835,899) (100,919) (13,044) Impairment of exploration assets 6,7 (350,616) – (70,578) Other professional fees (236,540) (288,340) (39,959) Travel and entertainment (4,567) – – Administration expenses (127,808) (188,278) (79,117) Foreign exchange losses (2,635) (8,805) (52,524) Share based payments 14 (457,868) (167,659) (63,051) –––––––––––– –––––––––––– –––––––––––– Loss before finance income 4 (2,218,214) (979,529) (633,188) Finance income 372 17 1 Finance costs (1,274) (25,822) (88,762) –––––––––––– –––––––––––– –––––––––––– Loss before income tax (2,219,116) (1,005,334) (721,949) Income tax expense 5 – – – –––––––––––– –––––––––––– –––––––––––– Loss for the year (2,219,116) (1,005,334) (721,949) Other comprehensive income – foreign currency translation reserve (139) – – –––––––––––– –––––––––––– –––––––––––– Total comprehensive loss for the year (2,219,255) (1,005,334) (721,949) –––––––––––– –––––––––––– –––––––––––– Loss attributable to: Equity shareholders (2,217,082) (1,004,101) (721,562) Non-controlling interests 9 (2,034) (1,233) (387) –––––––––––– –––––––––––– –––––––––––– (2,219,116) (1,005,334) (721,949) –––––––––––– –––––––––––– –––––––––––– Total comprehensive loss attributable to: Equity shareholders (2,217,221) (1,004,101) (721,562) Non-controlling interests 9 (2,034) (1,233) (387) –––––––––––– –––––––––––– –––––––––––– (2,219,255) (1,005,334) (721,949) –––––––––––– –––––––––––– –––––––––––– Basic and diluted earnings loss per share (cents) 17 (0.041) (0.016) (0.011)

The notes on pages 199 to 220 form an integral part of this consolidated historical financial information.

193 07_261407 Bradda Head_pp191_pp198.qxp 08/07/2021 21:33 Page 194

Consolidated Statement of Financial Position as at 28 February 2021

28 February 29 February 28 February Notes 2019 2020 2021 US$ US$ US$ Non-Current assets Investment 12 30,346 88,485 23,732 Defered mining and exploration costs 6 1,564,585 1,741,288 1,767,274 Exploration permits and licences 7 384,484 612,595 691,465 Advances and deposits 10 49,313 49,313 49,313 –––––––––––– –––––––––––– –––––––––––– Total non-current assets 2,028,728 2,491,681 2,531,784 –––––––––––– –––––––––––– –––––––––––– Current assets Cash and cash equivalents 168,246 225,553 86,972 Trade and other receivables 10 43,867 11,927 30,362 –––––––––––– –––––––––––– –––––––––––– Total current assets 212,113 237,480 117,334 –––––––––––– –––––––––––– –––––––––––– Total assets 2,240,841 2,729,161 2,649,118 –––––––––––– –––––––––––– –––––––––––– Equity Share premium 13 8,952,724 9,353,128 9,443,676 Retained deficit (8,466,616) (9,519,559) (9,056,687) Foreign currency translation reserve 186 186 186 Contributed capital 13 99,965 – – –––––––––––– –––––––––––– –––––––––––– Equity attributable to shareholders of the Company 586,259 (166,245) 387,175 Non-controlling interests 9 1,156,502 1,371,770 – –––––––––––– –––––––––––– –––––––––––– Total equity 1,742,761 1,205,525 387,175 –––––––––––– –––––––––––– –––––––––––– Non-Current liabilities Related party balances 16 – 1,233,372 1,547,208 –––––––––––– –––––––––––– –––––––––––– Total non-current liabilities – 1,233,372 1,547,208 –––––––––––– –––––––––––– –––––––––––– Current liabilities Trade and other payables 11 498,080 290,264 214,735 Related party balances 16 – – 500,000 –––––––––––– –––––––––––– –––––––––––– Total current liabilities 498,080 290,264 714,735 –––––––––––– –––––––––––– –––––––––––– Total equity and liabilities 2,240,841 2,729,161 2,649,118 –––––––––––– –––––––––––– ––––––––––––

The notes on pages 199 to 220 form an integral part of this consolidated historical financial information.

194 07_261407 Bradda Head_pp191_pp198.qxp 08/07/2021 21:33 Page 195

Consolidated Statement of Changes in Equity for the year ended 28 February 2021

Equity Foreign attributable to currency shareholders Non - Share Contributed Retained translation of the controlling premium capital deficit reserve Company interest Total US$ US$ US$ US$ US$ US$ US$ Balance at 1 March 2018 68,297,775 – (67,911,744) 325 386,356 431,292 817,648 (Restated) Total comprehensive loss for the year Loss for the year – – (2,217,082) – (2,217,082) (2,034) (2,219,116) Other comprehensive – – – (139) (139) – (139) loss for the year –––––––––– –––––––––– –––––––––– –––––––––– –––––––––– –––––––––– –––––––––– Total comprehensive income – – (2,217,082) (139) (2,217,221) (2,034) (2,219,255) for the year Transactions with owners of the Company Issue of ordinary shares 2,586,535 – – – 2,586,535 – 2,586,535 (note 13) Capital contributions received – 99,965 – – 99,965 – 99,965 (note 13) Transfer to retained deficit (61,931,586) – 61,931,586 – – – Equity settled share-based – – 457,868 – 457,868 – 457,868 payments (note 14) Equity contribution to NCI (note 9) – – (727,244) – (727,244) 727,244 – –––––––––– –––––––––– –––––––––– –––––––––– –––––––––– –––––––––– –––––––––– Total transactions with (59,345,051) 99,965 61,662,210 – 2,417,124 727,244 3,144,368 owners of the Company –––––––––– –––––––––– –––––––––– –––––––––– –––––––––– –––––––––– –––––––––– Balance at 28 February 2019 8,952,724 99,965 (8,466,616) 186 586,259 1,156,502 1,742,761 –––––––––– –––––––––– –––––––––– –––––––––– –––––––––– –––––––––– ––––––––––

The notes on pages 199 to 220 form an integral part of this consolidated historical financial information.

195 07_261407 Bradda Head_pp191_pp198.qxp 08/07/2021 21:33 Page 196

Consolidated Statement of Changes in Equity for the year ended 28 February 2021

Equity Foreign attributable to currency shareholders Non - Share Contributed Retained translation of the controlling premium capital deficit reserve Company interest Total US$ US$ US$ US$ US$ US$ US$ Balance at 1 March 2019 8,952,724 99,965 (8,466,616) 186 586,259 1,156,502 1,742,761 Total comprehensive loss for the year Loss for the year – – (1,004,101) – (1,004,101) (1,233) (1,005,334) –––––––––– –––––––––– –––––––––– –––––––––– –––––––––– –––––––––– –––––––––– Total comprehensive income – – (1,004,101) – (1,004,101) (1,233) (1,005,334) for the year Transactions with owners of the Company Issue of ordinary shares (note 13) 400,404 (99,965) – – 300,439 – 300,439 Equity settled share-based – – 167,659 – 167,659 – 167,659 payments (note 14) Equity contribution to NCI (note 9) – – (216,501) – (216,501) 216,501 – –––––––––– –––––––––– –––––––––– –––––––––– –––––––––– –––––––––– –––––––––– Total transactions with 400,404 (99,965) (48,842) – 251,597 216,501 468,098 owners of the Company –––––––––– –––––––––– –––––––––– –––––––––– –––––––––– –––––––––– –––––––––– Balance at 29 February 2020 9,353,128 – (9,519,559) 186 (166,245) 1,371,770 1,205,525 –––––––––– –––––––––– –––––––––– –––––––––– –––––––––– –––––––––– ––––––––––

The notes on pages 199 to 220 form an integral part of this consolidated historical financial information.

196 07_261407 Bradda Head_pp191_pp198.qxp 08/07/2021 21:33 Page 197

Consolidated Statement of Changes in Equity for the year ended 28 February 2021

Equity Foreign attributable to currency shareholders Non - Share Retained translation of the controlling premium deficit reserve Company interest Total US$ US$ US$ US$ US$ US$ Balance at 1 March 2020 9,353,128 (9,519,559) 186 (166,245) 1,371,770 1,205,525 Total comprehensive loss for the year Loss for the year – (721,562) – (721,562) (387) (721,949) –––––––––––– –––––––––––– –––––––––––– –––––––––––– –––––––––––– –––––––––––– Total comprehensive – (721,562) – (721,562) (387) (721,949) income for the year Transactions with owners of the Company Issue of ordinary shares 90,548 – – 90,548 – 90,548 (note 13) Equity contribution to – (84,276) – (84,276) 84,276 – NCI (note 9) Transfer NCI to equity (note 9) – 1,205,659 – 1,205,659 (1,455,659) (250,000) Equity settled share-based – 63,051 – 63,051 – 63,051 payments (note 14) –––––––––––– –––––––––––– –––––––––––– –––––––––––– –––––––––––– –––––––––––– Total transactions with 90,548 1,184,434 – 1,274,982 (1,371,383) (96,401) owners of the Company –––––––––––– –––––––––––– –––––––––––– –––––––––––– –––––––––––– –––––––––––– Balance at 28 February 2021 9,443,676 (9,056,687) 186 387,175 – 387,175 –––––––––––– –––––––––––– –––––––––––– –––––––––––– –––––––––––– ––––––––––––

The notes on pages 199 to 220 form an integral part of this consolidated historical financial information.

197 07_261407 Bradda Head_pp191_pp198.qxp 08/07/2021 21:33 Page 198

Consolidated Statement of Cash Flows for the year ended 28 February 2021 Year ended Year ended Year ended 28 February 29 February 28 February Notes 2019 2020 2021 US$ US$ US$ Cash flows from operating activities Loss before income tax (2,219,116) (1,005,334) (721,949) Adjusted for non-cash and non-operating items: Unrealised loss/(profit) on investment 12 7,947 (58,139) 64,753 Finance income (372) (17) (1) Non-cash interest expense – 25,822 88,762 Equity settled share based payments expense 14 457,868 167,659 63,051 Impairment of deferred mining and exploration 6,7 350,616 – 70,578 costs and licences and permits Unrealised FX adjustment on convertible loan note – 7,529 51,990 Shares issued to directors in lieu of directors fees 13 124,037 15,404 90,548 –––––––––––– –––––––––––– –––––––––––– (1,279,020) (847,076) (292,268) Change in trade and other receivables 4,772 30,683 (18,436) Change in trade and other payables 335,935 (156,558) (75,530) –––––––––––– –––––––––––– –––––––––––– Net cash flows from operating activities (938,313) (972,951) (386,234) Cash flows from investing activities Amounts paid for deferred mining and exploration costs (1,041,202) (176,703) (30,399) Amounts paid for licences and permits (145,928) (228,112) (145,035) Interest received 372 17 1 –––––––––––– –––––––––––– –––––––––––– Net cash flows from investing activities (1,186,758) (404,798) (175,433) Cash flows from financing activities Loans received – 350,000 673,086 Convertible loan note received – 850,021 – Cash paid to acquire NCI 9 – – (250,000) Cash received from shareholders 2,184,981 235,000 – –––––––––––– –––––––––––– –––––––––––– Net cash flows from financing activities 2,184,981 1,435,021 423,086 Effect of movements in exchange rates 139 35 – –––––––––––– –––––––––––– –––––––––––– (Decrease)/increase in cash and cash equivalents 60,049 57,307 (138,581) Cash and cash equivalents at beginning of year 108,197 168,246 225,553 –––––––––––– –––––––––––– –––––––––––– Cash and cash equivalents at end of year 168,246 225,553 86,972 –––––––––––– –––––––––––– ––––––––––––

The notes on pages 199 to 220 form an integral part of this consolidated historical financial information.

198 08_261407 Bradda Head_pp199_pp220.qxp 08/07/2021 21:26 Page 199

Notes Forming part of the consolidated historical financial information for the years ended 28 February 2021, 29 February 2020 and 28 February 2019

1 Reporting Entity Bradda Head Holdings Limited (the “Company”) is a company domiciled in the British Virgin Islands. The address of the Company’s registered office is Craigmuir Chambers, Road Town, Tortola, British Virgin Islands. The Company and its subsidiaries together are referred to as the “Group”.

Bradda Head Holdings Limited is a lithium exploration Group focused on developing its projects in the USA.

This consolidated historical financial information include the results and balances of the Group for the years ended 28 February 2021, 29 February 2020 and 28 February 2019.

2 Basis of preparation

(a) Statement of compliance The consolidated historical financial information has been prepared in accordance with International Financial Reporting Standards (IFRSs), as adopted by the EU.

(b) Basis of measurement

Functional and Presentation Currency The consolidated historical financial information of the Group is presented in US Dollars (US$). All financial information presented in US Dollars has been rounded to the nearest dollar.

Critical accounting estimates and judgements The preparation of the consolidated historical financial information requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.

Estimates and underlying assumptions are reviewed on an on-going basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised and in any future periods affected. Significant estimates and assumptions include those related to recoverability of mineral properties and determination as to whether costs are expensed or deferred.

The Company is in the process of exploring its mineral properties and has not yet determined whether the properties contain economically recoverable mineral reserves. Including whether a commercially feasible means of extraction from clay deposits is established. The recoverability of carrying amounts for mineral properties is dependent upon the discovery of economically recoverable mineral reserves, the ability of the Company to obtain the financing necessary to complete exploration and development, and the success of future development of the properties. It is also dependent on all claims being properly legally established.

Judgement is required in applying the Company’s accounting policy for exploration and evaluation assets in determining whether it is likely that costs incurred will be recovered through successful exploration and development or sale of the asset under review when assessing impairment. Furthermore, the assessment as to whether economically recoverable reserves exist is itself an estimation process. Estimates and assumptions made may change if new information becomes available. If information becomes available suggesting that the recovery of expenditures is unlikely, the amount capitalized is written off to profit and loss in the period when the new information becomes available. In situations where indicators of impairment are present for the Company’s exploration and evaluation assets, estimates of recoverable amount must be determined as the higher of the estimated value in use or the estimated fair value less costs to sell. Refer to notes 3 and 7.

199 08_261407 Bradda Head_pp199_pp220.qxp 08/07/2021 21:26 Page 200

Going concern The Group is in a net current liability position of US$597,401 as at 28 February 2021 and had net liabilities of US$166,245 attributable to shareholders of the Company as at 29 February 2020 and net current liabilities of US$285,967 at 28 February 2019. Given the early exploration stage of the Group’s projects, the Group is not yet generating any revenue and is incurring expenditure in progressing its exploration work. Accordingly, the Group incurred a loss attributable to equity shareholders of US$721,562 for the year ended 28 February 2021 (2020: loss of US$1,004,101; 2019: loss of US$2,217,082). As at 28 February 2021, the Group had cash balances of US$86,972 (2020: US$ 225,553; 2019: US$86,972).

Further expenditure will be necessary in order for the Group to progress the projects to a stage where their feasibility can be assessed and where they may potentially be able to ultimately generate revenue, if economically viable. Continued operations of the Group and further progressing its exploration and evaluation activities is dependent on the Company’s ability to obtain additional financing and generate profitable operations in the future.

During May 2021, the Company completed a private fundraise, raising proceeds of US$ 1,028,199. These funds will be used for general operating purposes.

Detailed working capital forecasts have been prepared. Following the successful completion of the IPO and raising of the target funds, the Group expects to have sufficient cash resources to be able to complete its planned exploration programmes, and meet any operational expenditures as they fall due, for a period of at least 12 months from the date of signing the consolidated historical financial information. Adjustments can be made to the Group’s exploration expenditure, based on results of its exploration activities and cash resource levels.

Based on forecasts prepared by Directors, the Group’s going concern is dependent on its ability to continue to raise sufficient capital in order to achieve its longer term aims. The directors believe it remains appropriate to prepare the consolidated historical financial information on a going concern basis.

3 Significant accounting policies The accounting policies set out below have been applied consistently to all periods presented in these consolidated historical financial information, and have been applied consistently by Group entities for the periods ended 28 February 2021,29 February 2020 and 28 February 2019.

Basis of consolidation The consolidated historical financial information for the three years ended 28 February 2021 incorporate the financial information of the Company and entities controlled by the Company (its “subsidiaries”). The results of subsidiaries acquired during the year are included in the consolidated statement of comprehensive income from the date on which control is obtained, and up to the date control is lost.

Business combination Acquisitions of subsidiaries and businesses are accounted for using the purchase method. The cost of acquisition is measured at the aggregate of the fair values (at the date of exchange) of assets given, liabilities incurred or assumed, and equity instruments issued by the Group in exchange for control of the acquiree plus any costs directly attributable to the business combination.

The acquiree’s identifiable assets, liabilities and contingent liabilities that meet the conditions for recognition under IFRS 3 are recognised at their fair value at the acquisition date, except for non-current assets (or disposal groups) that are classified as held for sale in accordance with IFRS 5 ‘Non-Current Assets Held for Sale and Discontinued Operations’, which are recognised and measured at fair value less costs to sell.

Non-controlling interest Non-controlling interests in the net assets of consolidated subsidiaries are identified separately from the Group’s equity therein. The interests of non-controlling shareholders may be initially measured at fair value

200 08_261407 Bradda Head_pp199_pp220.qxp 08/07/2021 21:26 Page 201

or at the non-controlling interests’ proportionate share of the acquiree’s identifiable net assets which are generally at fair value. Subsequent to acquisition, the carrying amount of non-controlling interests is adjusted for the non-controlling interests’ share of subsequent changes in equity. Total comprehensive income is attributed to non-controlling interests even if this results in the non-controlling interests having a deficit balance.

Transactions eliminated on consolidation Intra-group balances and transactions, and any unrealised income and expenses arising from intra-group transactions, are eliminated in preparing the consolidated historical financial information. Unrealised gains arising from transactions with equity accounted investees are eliminated against the investment to the extent of the Group’s interest in the investee. Unrealised losses are eliminated in the same way as unrealised gains, but only to the extent that there is no evidence of impairment.

Foreign currency transactions Transactions in foreign currencies are translated into functional currency based on the exchange rates prevailing at the transaction dates. Foreign currency denominated monetary assets and liabilities are translated into functional currency at the exchange rate prevailing at the reporting date. Gains or losses arising from foreign currency transactions are recognized in the consolidated statement of comprehensive income.

Non-monetary assets and liabilities denominated in foreign currencies that are measured at fair value are retranslated to the functional currency at the exchange rate at the date that the fair value was determined or if measured at historical cost are translated using the exchange rate at the date of transaction.

Consolidation of foreign operations The assets and liabilities of foreign operations are translated to US Dollars at exchange rates at the reporting date while income and expenses are translated at exchange rates at date of transactions although if not practically available, the average rate for the period is used.

Deferred mine exploration costs The Group deems that all expenditure incurred in the country of the project, directly relating to exploratory activities, in addition to the acquisition costs of an existing, granted exploration permit or license, is capitalisable as deferred mine costs once a license or permit has been obtained for exploratory activities. Pre-license costs are expensed in the period in which they are incurred. License costs paid in connection with a right to explore in an existing exploration area are capitalised.

Exploration expenditures relate to the initial search for mineral deposits with economic potential as well as expenditures incurred for the purposes of obtaining more information about existing mineral deposits. Exploration expenditures typically comprise costs that are directly attributable to: l researching and analysing existing exploration data; l conducting geological studies; l exploratory drilling and sampling for the purposes of obtaining core samples and the related metallurgical assay of these cores; and l drilling to determine the volume and grade of deposits in an area known to contain mineral resources or for the purposes of converting mineral resources into proven and probable reserves.

The assessment of probability is based on the following factors: results from previous drill programmes; results from a geological study; results from a mine scoping study confirming economic viability of the resource; and preliminary estimates of the volume and grade of the deposit, and the net cash flows expected to be generated from its development. The application of the Group’s accounting policy for exploration and evaluation expenditure requires judgment in determining whether future economic benefits will arise either from future exploitation, or sale, or where activities have not reached a stage which permits a reasonable assessment of the existence of reserves. Deferred mine exploration cost are capitalised to the extent that they do not exceed the estimated economically recoverable amount from mineral interests. The deferral policy requires management to make certain estimates and assumptions about future events or circumstances, in particular whether an economically viable extraction operation can be established. 201 08_261407 Bradda Head_pp199_pp220.qxp 08/07/2021 21:26 Page 202

Estimates and assumptions made may change if new information becomes available. If after expenditure is capitalised, information becomes available suggesting that the recovery of expenditure is unlikely, the amount capitalised is written off in the consolidated statement of comprehensive income in the period when the new information becomes available. Management reviews the carrying values of its deferred mine exploration costs at least annually and whenever events or changes in circumstances indicate that their carrying values may exceed their estimated net recoverable amounts. An impairment loss is recognised when the carrying value of those assets is not recoverable and exceeds their fair value.

These costs are carried forward provided that at least one of the following conditions is met: l the period for which the entity has the right to explore in the specific area has not expired during the period or will expire in the near future, and is expected to be renewed; l substantive expenditure on further exploration for and evaluation of mineral resources in the specific area is either budgeted or planned; l such costs are expected to be recouped in full through successful development and exploration of the area of interest or alternatively, by its sale; or l exploration and evaluation activities in the area of interest 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, or planned for the future. Upon reaching commercial production, these capitalised costs will be transferred from development properties to producing properties on the Consolidated Statement of Financial Position and will be amortised using the unit-of-production method over the estimated period of economically recoverable reserves.

Exploration permits Exploration permits acquired by way of an asset acquisition or business combination are recognised if the asset is separable or arises from contractual or legal rights. On acquisition of a mineral property in the exploration stage, an estimate is prepared of the fair value attributable to the exploration potential, including mineral resources, if any, of that property. The fair value of the exploration permits is recorded as an intangible asset (acquired exploration permits) as at the date of acquisition. When an exploration stage property moves into development, any acquired exploration intangible asset balance attributable to that property is transferred to non-depreciable mining interests within property, plant and equipment. Impairment testing and the reversal of impairments are conducted in accordance with the accounting policy adopted for deferred mine exploration costs.

Mineral property expenses Mineral property expenses are costs incurred that do not qualify for capitalisation and are therefore expensed to the profit or loss as incurred. These include payments for costs incurred prior to obtaining licenses.

Impairment of tangible and intangible assets excluding goodwill At each reporting date, the Group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where the asset does not generate cash flows that are independent from other assets, the Group estimates the recoverable amount of the CGU to which the asset belongs. An intangible asset with an indefinite useful life is tested for impairment at least annually and whenever there is an indication that the asset may be impaired.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or CGU) is estimated to be less than its carrying amount, the carrying amount of the asset (CGU) is reduced to its recoverable amount. An impairment loss is recognised as an expense immediately. Where an impairment loss subsequently reverses, the carrying amount of the asset (CGU) is increased to the revised estimate of its recoverable amount but so that the increased carrying

202 08_261407 Bradda Head_pp199_pp220.qxp 08/07/2021 21:26 Page 203

amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (CGU) in prior years. A reversal of an impairment loss is recognised as income immediately.

Financial instruments

Measurement Financial instruments are initially measured at fair value, which includes transaction costs. Subsequent to initial recognition these instruments are measured as set out below:

Trade and other receivables Trade and other receivables are stated at amortised costs using the effective interest method less impairment losses.

Cash and cash equivalents Cash and cash equivalents are measured at amortised costs and are due on demand.

Financial liabilities Non-derivative financial liabilities are recognised at amortised costs using the effective interest method.

Fair value of financial instruments The Company determines fair values using other valuation techniques in compliance with IFRS9: Financial Instruments, IFRS13: Fair Value Measurement, and based on the International Private Equity and Venture Capital Valuation Guidelines (“IPEV”).

For financial instruments that trade infrequently and have little price transparency, fair value is less objective, and requires varying degrees of judgement depending on liquidity, uncertainty of market factors, pricing assumptions and other risks affecting the specific instrument.

The Company measures fair values using the following fair value hierarchy that reflects the significance of the inputs used in making the measurements: l Level 1: Inputs that are quoted market prices (unadjusted) in active markets for identical instruments; l Level 2: Inputs other than quoted prices included within Level 1 that are observable either directly (i.e. as prices) or indirectly (i.e. derived from prices). This category includes instruments valued using; quoted market prices in active markets for similar instruments; quoted prices for identical or similar instruments in markets that are considered less than active; or other valuation techniques in which all significant inputs are directly or indirectly observable from market data; l Level 3: Inputs that are unobservable. This category includes all instruments for which the valuation technique includes inputs not based on observable data and the unobservable inputs have a significant effect on the instrument’s valuation. This category includes instruments that are valued based on quoted prices for similar instruments but for which significant unobservable adjustments or assumptions are required to reflect differences between the instruments.

Various valuation techniques may be applied in determining the fair value of investments held as Level 3 in the fair value hierarchy. The objective of valuation techniques is to arrive at a fair value measurement that reflects the price that would be received to sell the asset or paid to transfer the liability in an orderly transaction between market participants at the measurement date.

Finance income and finance costs Finance income comprises interest income on funds invested. Interest income is recognised as it accrues in profit or loss, using the effective interest method.

Finance costs comprise interest expense on borrowings, unwinding of the discount on provisions, and losses on hedging instruments that are recognised in profit or loss. Borrowing costs that are not directly

203 08_261407 Bradda Head_pp199_pp220.qxp 08/07/2021 21:26 Page 204

attributable to the acquisition, construction or production of a qualifying asset are recognised in profit or loss using the effective interest method.

Share premium Ordinary shares are classified as equity. The ordinary shares of the Company have a nil par value. As such all proceeds received for the issue of shares has been credited to share premium. Proceeds from the exercise of stock options or conversion of share purchase warrants are recorded in share premium at the amount received on exercise or conversion. Commissions paid to underwriters or agents and other related share issue costs, such as legal, accounting and printing, are charged to share premium.

Share based payments Equity-settled share-based payments are measured at fair value at the date of grant. The fair value is calculated using the Black-Scholes option pricing model (where no fair value of the service or assets provided is evident). The fair value determined at the grant date of the equity settled share-based payment is expensed based on the vesting period and based on the Company’s estimate of the number of shares that will eventually vest.

On determining fair values, terms and conditions attaching to the instruments are taken into account. Management is also required to make certain assumptions and estimates regarding such items as the life of instruments, volatility and forfeiture rates. Changes in the assumptions used to estimate fair value could result in materially different results.

Segmental reporting The Directors are of the opinion that the Company is engaged in a single segment of business, being exploration for lithium in the USA. Information presented to the Board of Directors for the purpose of decision making is based on this single segment.

New standards and interpretations not yet adopted During the year, the following standards and amendments have been implemented.

New/revised International Accounting Standards/ EU Effective date (accounting periods International Financial Reporting Standards (“IAS/IFRS”) commencing on or after) Amendments to IAS 1 and IAS 8 Endorsed (29 November 2019). EU effective date 1 January 2020. Amendments to IFRS 7, IFRS 9 and IAS 39 Endorsed (15 January 2020). EU effective date 1 January 2020. The adopted amendments have not resulted in any changes to the consolidated historical financial information.

A number of new standards, amendments to standards and interpretations are not yet effective for the current period ended, and have not been applied in preparing these consolidated historical consolidated historical financial information: New/revised International Accounting Standards/ EU Effective date (accounting periods International Financial Reporting Standards (“IAS/IFRS”) commencing on or after) IFRS 7, IFRS 9, IFRS 16, IAS 39: Amendments regarding 1 January 2021 pre-replacement issues in the context of the IBOR reform Amendment to IFRS 16 Leases 1 January 2022 Amendments to IAS 1 Presentation of Consolidated historical 1 January 2023 financial information: Classification of Liabilities as Current or Non-current

The Directors do not expect the adoption of the standards and interpretations to have a material impact on the Company’s consolidated historical financial information in the period of initial application.

204 08_261407 Bradda Head_pp199_pp220.qxp 08/07/2021 21:26 Page 205

4 Loss before finance income Loss before finance income is stated after charging:

28 February 29 February 28 February 2019 2020 2021 US$ US$ US$ Auditors’ Fees 36,025 45,850 49,000 Directors’ Fees (note 16) 194,334 283,667 250,162 –––––––––––– –––––––––––– ––––––––––––

5 Taxation

Income tax The British Virgin Islands under the International Business Companies Act 2004 imposes no corporate taxes or capital gains taxes.

Zenolith USA LLC, Gray Wash LLC and Verde Grande LLC are Delaware (USA) limited liability companies that have elected to be taxed as standard corporations. To date, these companies have been loss making and therefore no corporation tax is applicable.

The maximum deferred tax asset that could be recognised at year end is approximately US$ 209,777 (2020: US$ 205,851; 2019: US$ 187,561). The Group has not recognised any asset as it is not reasonably known whether the Group will recover such deferred tax assets.

6 Deferred mine exploration costs The schedule below details the current projects of the Group and the related exploration costs capitalised:

USA Mexico Total US$ US$ US$ Cost and net book value At 1 March 2018 715,878 155,812 871,690 Capitalised during the year 848,707 192,494 1,041,201 Impairment – (348,306) (348,306) –––––––––––– –––––––––––– –––––––––––– At 28 February 2019 1,564,585 – 1,564,585 –––––––––––– –––––––––––– –––––––––––– Capitalised during the year 176,703 – 176,703 –––––––––––– –––––––––––– –––––––––––– At 29 February 2020 1,741,288 – 1,741,288 –––––––––––– –––––––––––– –––––––––––– Capitalised during the year 30,399 – 30,399 Impairment (4,413) – (4,413) –––––––––––– –––––––––––– –––––––––––– At 28 February 2021 1,767,274 – 1,767,274 –––––––––––– –––––––––––– ––––––––––––

205 08_261407 Bradda Head_pp199_pp220.qxp 08/07/2021 21:26 Page 206

USA Mexico Total US$ US$ US$ Cost and net book value At 28 February 2019 1,564,585 – 1,564,585 At 29 February 2020 1,741,288 – 1,741,288 At 28 February 2021 1,767,274 – 1,767,274 –––––––––––– –––––––––––– ––––––––––––

All the deferred mining and exploration expenditure has been incurred by Zenolith USA LLC, a subsidiary of Bradda Head Limited. See notes 8 and 9.

Deferred mine exploration costs (“DMEC”) represent intangible assets. Refer to note 7 for details on explorations permits and licences held.

The recoverability of the carrying amounts of exploration and evaluation assets is dependant on the successful development and commercial exploitation or sale of the respective area of interest, as well as maintaining the assets in good standing. The Group assessed the DMEC relating to areas for which licenses and permits are held, for impairment as at 28 February 2021, 29 February 2020 and 28 February 2019. Upon review, it was identified that certain projects showed signs of impairment, and thus an impairment charge of US$ 4,413 was recognised during the year ended 28 February 2021 (2020: US$nil; 2019: US$nil).

The Board reviewed the rest of the projects held and concluded that no facts and circumstances have been identified which suggest the recoverable amount of these assets would not exceed the carrying amount and, as such, no impairment was recognised. Other than highlighted above, there have been no indications of any additional impairment since the last review.

7 Exploration permits and licences The schedule below details the current projects of the Group and the related exploration permit and licence costs capitalised:

USA Mexico Total US$ US$ US$ Cost and net book value At 1 March 2018 240,866 – 240,866 Capitalised during the year 143,618 2,310 145,928 Impairment – (2,310) (2,310) –––––––––––– –––––––––––– –––––––––––– At 29 February 2019 384,484 – 384,484 –––––––––––– –––––––––––– –––––––––––– Capitalised during the year 228,111 – 228,111 –––––––––––– –––––––––––– –––––––––––– At 29 February 2020 612,595 – 612,595 –––––––––––– –––––––––––– –––––––––––– Capitalised during the year 145,035 – 145,035 Impairment (66,165) – (66,165) –––––––––––– –––––––––––– –––––––––––– At 28 February 2021 691,465 – 691,465 –––––––––––– –––––––––––– –––––––––––– Cost and net book value At 28 February 2021 691,465 – 691,465 At 29 February 2020 612,595 – 612,595 At 28 February 2019 384,484 – 384,484 –––––––––––– –––––––––––– ––––––––––––

The licences and permits are held through indirect subsidiaries of the Company. See notes 8 and 9.

The Group assessed the carrying amount of the licences and permits held for impairment as at 28 February 2021, 29 February 2020 and 28 February 2019. Upon review, it was identified that certain projects showed signs of impairment, and thus an impairment charge of US$ 66,165 (2020:US$nil; 2019:US$nil) was recognised during the year ended 28 February 2021.

206 08_261407 Bradda Head_pp199_pp220.qxp 08/07/2021 21:26 Page 207

During March 2017, Bradda Head entered into a Farm-In Agreement (the “Farm-In”) with Zenith Minerals Limited (the Farm-In was updated during February 2018). The terms of the Farm-In entitle Bradda Head to an interest in both the USA and Mexican lithium projects as follows: l An initial 55 per cent. interest following the payment of US$ 500,000. This was completed during July 2017 and the 55 per cent. interest earned (which was subject to the completion of a US$ 5 million expenditure programme before 28 February 2021); and l An option to earn a 70 per cent. interest, following completion of a prefeasibility study on two tenements within a five year period starting 1 March 2021. During this period, Zenith Minerals Limited was free carried by Bradda Head.

On 11 January 2021, the Company and Zenith mutually terminated the Farm-In Agreement. From this date, Bradda Head holds a 100 per cent. interest in Zenolith USA LLC. See note 9 for further details.

USA The USA exploration permits and licences are held by Zenolith (USA) LLC (“Zenolith”), Gray Wash LLC and Verde Grande LLC, subsidiaries of Bradda Head (see note 8). Zenolith holds licences and permits over land in the states of Nevada and Arizona, USA, which provide Zenolith with exclusive rights to explore for lithium. Gray Wash and Verde Grande hold licences over land in the state of Arizona.

8 Investment in subsidiary undertakings As at 28 February 2021, the Group had the following subsidiaries:

Place of Ownership Name of company incorporation interest Principal activity Bradda Head Limited* BVI 100% Holding company of entities below Zenolith (USA) LLC USA 100% Holds USA lithium licences and permits Verde Grande LLC USA 100% Holds USA lithium licences and permits Gray Wash LLC USA 100% Holds USA lithium licences and permits Minera Salmuera, S.A. de C.V. Mexico 100% In process of being liquidated

* Held directly by the Company. All other holdings are indirectly held through Bradda Head Limited

As at 29 February 2020, the Group had the following subsidiaries:

Place of Ownership Name of company incorporation interest Principal activity Bradda Head Limited* BVI 100% Holding company of entities below Zenolith (USA) LLC USA 55% Holds USA lithium licences and permits Verde Grande LLC USA 100% Holds USA lithium licences and permits Gray Wash LLC USA 100% Holds USA lithium licences and permits Minera Salmuera, S.A. de C.V. ** Mexico 100% In process of being liquidated

* Held directly by the Company. All other holdings are indirectly held through Bradda Head Limited ** Subject to the Farm-In, the effective interest is 55 per cent.

207 08_261407 Bradda Head_pp199_pp220.qxp 08/07/2021 21:26 Page 208

As at 28 February 2019, the Group had the following subsidiaries:

Place of Ownership Name of company incorporation interest Principal activity Bradda Head Limited* BVI 100% Holding company of entities below Zenolith (USA) LLC USA 55% Holds USA lithium licences and permits Verde Grande LLC USA 100% Holds USA lithium licences and permits Minera Salmuera, S.A. de C.V. Mexico 100% ** Holds Mexican lithium licences and permits

* Held directly by the Company. All other holdings are indirectly held through Bradda Head Limited ** Subject to the Farm-In, the effective interest is 55 per cent.

The consolidated historical financial information include the results of the subsidiaries from the date that control is obtained to 28 February 2021, and up to the date that control ceases.

9 Non-controlling interests The non-controlling interests (“NCI”) of US$ Nil (2020: US$ 1,371,770, 2019: US$ 1,156,502) relates to net assets attributable to the shares not held by the Group at 28 February 2021, 29 February 2020 and 28 February 2019 in the following sub-subsidiaries:

28 February 29 February 28 February 2019 2020 2021 Name of subsidiary US$ US$ US$ Zenolith (USA) LLC 1,156,579 1,373,080 – Minera Salmuera, S.A. de C.V. (77) (1,310) – –––––––––––– –––––––––––– –––––––––––– 1,156,502 1,371,770 – –––––––––––– –––––––––––– ––––––––––––

On 11 January 2021, the Company and Zenith mutually terminated the Farm-In Agreement. From this date, Bradda Head holds a 100 per cent. interest in Zenolith USA LLC. The terms of the transaction included:

l US$ 250,000 cash payment;

l Issuance of 11,741,540 ordinary shares in the Company; and

l Zenith to hold anti-dilution protection, to maintain a 15 per cent. in the Company, for a period ending on the earlier of 24 months from the date of the transaction, or the business day immediately after the Company completes an initial public offering.

The effect of the transaction is that the Company acquired the previous 45 per cent. in Zenolith, held by non-controlling interests. Following this, there is no NCI to be recognised by the Company. The balance of NCI prior to the transaction has been transferred within equity. The cash consideration of US$ 250,000 has been recorded as a deduction in equity.

The following table summarises the information relating to each of the Group’s indirect subsidiaries that has material NCI, prior to intra-group eliminations.

208 08_261407 Bradda Head_pp199_pp220.qxp 08/07/2021 21:26 Page 209

28 February 2019 Minera Zenolith Salmuera, (USA) LLC S.A. de C.V. Total Name of subsidiary US$ US$ US$ Non-current assets 1,773,767 – 1,773,767 Current assets 783 8,026 8,809 Current liabilities (12,553) (8,012) (20,565) Foreign currency translation reserve – (186) (186) –––––––––––– –––––––––––– –––––––––––– Net assets 1,761,997 (172) 1,761,825 –––––––––––– –––––––––––– –––––––––––– Net assets attributable to NCI (77) (77) –––––––––––– –––––––––––– Total comprehensive loss for the period (4,521) (4,521) –––––––––––– –––––––––––– Loss allocated to NCI (2,034) (2,034) –––––––––––– –––––––––––– Reconciliation of Zenolith (USA) LLC NCI Balance at 1 March 2018 429,335 Equity contribution to NCI 727,244 –––––––––––– Balance at 28 February 2019 1,156,579 ––––––––––––

29 February 2020 Minera Zenolith Salmuera, (USA) LLC S.A. de C.V. Total Name of subsidiary US$ US$ US$ Non-current assets 2,173,789 – 2,173,789 Current assets 1,496 8,026 9,522 Current liabilities (19,267) (10,751) (30,018) Foreign currency translation reserve – (186) (186) –––––––––––– –––––––––––– –––––––––––– Net assets 2,156,018 (2,911) 2,153,107 –––––––––––– –––––––––––– –––––––––––– Net assets attributable to NCI (1,310) (1,310) –––––––––––– –––––––––––– Total comprehensive loss for the period 2,739 2,739 –––––––––––– –––––––––––– Loss allocated to NCI 1,233 1,233 –––––––––––– –––––––––––– Reconciliation of Zenolith (USA) LLC NCI Balance at 1 March 2019 1,156,579 Equity contribution to NCI 216,501 –––––––––––– Balance at 28 February 2020 1,373,080 ––––––––––––

Zenolith holds the title to the USA projects, with Bradda Head Limited funding any exploration activities. Zenolith is fully reliant on funding provided by Bradda Head Limited, with Bradda Head Limited funding 100 per cent. of such expenditure. Up to 11 January 2021, Bradda Head Limited only held a 55 per cent. interest in Zenolith, with 45 per cent. being held by NCI. As such, 45 per cent. of the funding has been accounted for as an equity contribution to NCI.

209 08_261407 Bradda Head_pp199_pp220.qxp 08/07/2021 21:26 Page 210

28 February 2021 Minera Zenolith Salmuera, (USA) LLC S.A. de C.V. Total Name of subsidiary US$ US$ US$ Non-current assets 2,349,223 – 2,349,223 Current assets 10 4,113 4,123 Current liabilities (24,634) (5,891) (30,525) Foreign currency translation reserve – (186) (186) –––––––––––– –––––––––––– –––––––––––– Net assets 2,324,599 (1,964) 2,322,635 –––––––––––– –––––––––––– –––––––––––– Net assets attributable to NCI (884) – –––––––––––– –––––––––––– Total comprehensive loss for the period 859 859 –––––––––––– –––––––––––– Loss allocated to NCI 387 387 –––––––––––– –––––––––––– Reconciliation of Zenolith (USA) LLC NCI Balance at 1 March 2019 1,373,080 Equity contribution to NCI 84,276 –––––––––––– Balance at 28 February 2020 1,457,356 –––––––––––– NCI balance at 1 March 2020 1,371,770 Increase in NCI during the year 83,889 Transfer within equity (1,455,659) –––––––––––– NCI balance at 28 February 2021 – ––––––––––––

10 Trade and other receivables and advances and deposits

Non-current 28 February 29 February 28 February 2019 2020 2021 US$ US$ US$ Advances and deposits 49,313 49,313 49,313 –––––––––––– –––––––––––– ––––––––––––

Current 28 February 29 February 28 February 2019 2020 2021 US$ US$ US$ Advances and deposits 20,344 – – Prepayments and other debtors 23,523 11,927 30,362 –––––––––––– –––––––––––– –––––––––––– 43,867 11,927 30,362 –––––––––––– –––––––––––– ––––––––––––

Included in other debtors is US$ 4,100 due from Bradda Head International Limited, a related party (2020: US$ 1,875; 2019: US$ 3,131). See note 16.

210 08_261407 Bradda Head_pp199_pp220.qxp 08/07/2021 21:26 Page 211

11 Trade and other payables 28 February 29 February 28 February 2019 2020 2021 US$ US$ US$ Accounts payable 418,818 228,846 153,878 Accrued expenses and other payables 79,262 61,418 60,857 –––––––––––– –––––––––––– –––––––––––– 498,080 290,264 214,735 –––––––––––– –––––––––––– ––––––––––––

12 Investment On 1 July 2011, the Company acquired, by way of private placement, a strategic investment in Crazy Horse Resources Inc. (which changed its name to Rockwealth Resources Inc (“RWR”)), a copper and gold company traded on the TSX Venture Exchange, which owns the Taysan Project, an advanced copper gold porphyry deposit located 100 km south of Manila in the Philippines. As at 28 February 2021, 29 February 2020 and 28 February 2019, the Company holds 249,688 shares in RWR.

This investment is classified as financial asset at fair value through profit or loss. For valuation purposes, it was revalued using the closing bid price as at the reporting period.

28 February 29 February 28 February 2019 2020 2021 Total number of shares held 249,688 249,688 249,688 US$ US$ US$ Market value of investment at closing bid price 30,346 88,485 23,732 Total cost (5,861,409) (5,861,409) (5,861,409) –––––––––––– –––––––––––– –––––––––––– Unrealised loss on investment (5,831,063) (5,772,924) (5,837,677) –––––––––––– –––––––––––– ––––––––––––

In line with IFRS13: Fair Value Measurement, and based on the International Private Equity and Venture Capital Valuation Guidelines (“IPEV”), the investment held is considered to be level 2 in the fair value hierarchy, due to there being a lack of an active market for the traded shares.

The unrealised loss on the investment in RRC charged to the Consolidated Statement of Comprehensive Income and movement in investment fair value is as follows:

US$ Balance at 1 March 2018 38,293 Change in fair value (7,947) –––––––––––– Balance at 28 February 2019 30,346 –––––––––––– Change in fair value 58,139 –––––––––––– Balance at 29 February 2020 88,485 –––––––––––– Change in fair value (64,753) –––––––––––– Balance at 28 February 2021 23,732 ––––––––––––

211 08_261407 Bradda Head_pp199_pp220.qxp 08/07/2021 21:26 Page 212

13 Share premium

Authorised The Company is authorised to issue an unlimited number of nil par value shares of a single class.

Share Share Issued ordinary shares of US$0.00 each Shares capital premium US$ US$ At 01 March 2018 430,010,330 – 68,297,775 Issued for cash – pre 10:1 consolidation 66,058,208 – 1,035,000 Issued in settlement of loans (note 16) 23,726,251 – 371,691 Issued in lieu of Directors fees – pre 10:1 consolidation (note 16) 4,435,793 – 69,500 10:1 share consolidation (471,807,524) – – Issued for cash – post 10:1 consolidation 6,701,664 – 1,050,017 Issued in lieu of Directors fees – post 10:1 consolidation (note 16) 384,988 – 60,327 Transfer to retained deficit – – (61,931,586) –––––––––––– –––––––––––– –––––––––––– At 28 February 2019 59,509,710 – 8,952,724 –––––––––––– –––––––––––– –––––––––––– At 01 March 2019 Issue for cash 2,555,551 – 400,404 –––––––––––– –––––––––––– –––––––––––– At 29 February 2020 62,065,261 – 9,353,128 –––––––––––– –––––––––––– –––––––––––– At 01 March 2020 Issued in lieu of Directors fees (note 16) 1,233,481 – 90,548 Issued to acquire non-controlling interest (see note 9) 11,741,540 – – –––––––––––– –––––––––––– –––––––––––– At 28 February 2021 75,040,282 – 9,443,676 –––––––––––– –––––––––––– ––––––––––––

During the year ended 28 February 2019, the Company issued a total of 13,307,485 ordinary shares, for total gross proceeds of US$ 2,085,017. The total number of shares issued has been adjusted to reflect to 10:1 share consolidation, effective from 16 May 2018.

Contributed capital As at 28 February 2019, US$ 99,965 was received from subscribers and recorded in the Contributed Capital account within equity. During March 2019, the Company completed a private funding round, raising an additional US$ 300,439 from new and existing shareholders, with total funds raised being US$ 400,404.

212 08_261407 BraddaHead_pp199_pp220.qxp08/07/202121:26Page213

14 Equity settled share based payments The cost of equity settled transactions with certain Directors of the Company and other participants (“Participants”) is measured by reference to the fair value at the date on which they are granted. The fair value is determined based on the Black-Scholes option pricing model.

During the year, outstanding fees due to directors totalling US$ 90,548 were settled by the issue of shares (2020: Nil; 2019: US$ 129,829)

The total number of share options and warrants in issue as at the period end is set out below.

Lapsed/ Grant Term in Exercise 1 March cancelled/ 28 February Expensed Recipient Date years Price 2018 Issued expired Exercised 2019 in the year Fair value US$ US$ US$ Directors and Participants April 2018 5 0.15668 – 5,987,034 – – 5,987,034 457,868 744,873 –––––––––––– –––––––––––– –––––––––––– –––––––––––– –––––––––––– –––––––––––– –––––––––––– – 5,987,034 – – 5,987,034 457,868 744,873 –––––––––––– –––––––––––– –––––––––––– –––––––––––– –––––––––––– –––––––––––– ––––––––––––

Lapsed/

213 Grant Term in Exercise 1 March cancelled/ 29 February Expensed Recipient Date years Price 2019 Issued expired Exercised 2020 in the year Fair value US$ US$ US$ Directors and Participants April 2018 5 0.15668 5,987,034 – – – 5,987,034 167,659 744,873 –––––––––––– –––––––––––– –––––––––––– –––––––––––– –––––––––––– –––––––––––– –––––––––––– 5,987,034 – – – 5,987,034 167,659 744,873 –––––––––––– –––––––––––– –––––––––––– –––––––––––– –––––––––––– –––––––––––– ––––––––––––

Lapsed/ Grant Term in Exercise 1 March cancelled/ 28 February Expensed Recipient Date years Price 2020 Issued expired Exercised 2021 in the year Fair value US$ US$ US$ Directors and Participants April 2018 5 0.15668 5,987,034 – (4,380,757) – 1,606,277 63,051 24,028 –––––––––––– –––––––––––– –––––––––––– –––––––––––– –––––––––––– –––––––––––– –––––––––––– 5,987,034 – (4,380,757) – 1,606,277 63,051 24,028 –––––––––––– –––––––––––– –––––––––––– –––––––––––– –––––––––––– –––––––––––– ––––––––––––

During the year, a Director holding options resigned, resulting in his options being cancelled. The fair value of the remaining options has been adjusted accordingly.

08_261407 Bradda Head_pp199_pp220.qxp 08/07/2021 21:26 Page 214

The amount expensed in the income statement has been calculated by reference to the grant date at a fair value of the equity instrument and the estimated number of equity instruments to be issued after the vesting period.

The inputs used in the measurement of the fair values at grant date of the equity-settled share-based payment plans are as follows:

Award date and exercise price Fair value at grant date for all options issued US$ 0.0424 Exercise price US$ 0.15668 Weight average expected volatility 27.45% Weighted average expected life (years) 5 Expected dividends Nil Risk-free interest rate (based on comparable companies) 1.52%

Share Option Scheme Terms of the issued options are as follows: l 4,380,757 options with a 3-year vesting period, with 1/3 vesting on issue, 1/3 vesting on the first anniversary and 1/3 vesting on the second anniversary. All un-exercised options expire after a period of 5 years from grant date. It is assumed that options are exercised within 5 years from date of grant. The applied volatility is based on historical volatility. l 1,460,252 options with a 3-year vesting period, with 1/3 vesting on admission to a recongised stock exchange, 1/3 vesting on the first anniversary and 1/3 vesting on the second anniversary of admission. All un-exercised options expire after a period of 5 years from admission date. It is assumed that options are exercised within 5 years from date of grant. The applied volatility is based on historical volatility. l 146,025 options have been granted that vest 100 per cent. on grant date. The full fair value of these options have been expensed to the profit and loss account.

15 Financial instruments

Financial risk management The Company has risk management policies that systematically review the risks that could prevent the Company from achieving its objectives. These policies are intended to manage risks identified in such a way that opportunities to deliver the Company’s objectives are achieved. The Company’s risk management takes place in the context of day-to-day operations and normal business processes such as strategic planning and business planning. Management has identified each risk and is responsible for coordinating and continuously improving risk strategies, processes and measures in accordance with the Company’s established business objectives.

The Company’s principal financial instruments consist of cash, receivables and payables arising from its operations and activities. The main risks arising from the Company’s financial instruments and the policies for managing each of these risks are summarised below.

Liquidity risk Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset.

Liquidity risk is managed by the Company by means of cash flow planning to ensure that future cash requirements are anticipated. All liabilities are due within one month and all cash maintained in call accounts. To date the Company has relied upon equity funding to finance operations. The carrying amount of financial assets and liabilities reported in the consolidated statement of financial position represents the maximum exposure to liquidity risk. Management is confident that adequate resources are available to meet current obligations. See note 2(b) in respect of the Board’s going concern assessment, and note 18 regarding exploration commitments.

214 08_261407 Bradda Head_pp199_pp220.qxp 08/07/2021 21:26 Page 215

The residual undiscounted contractual maturities of financial liabilities are as follows:

28 February 2019 Less than 3 months to 1 month 1-3 months 1 year 1-5 years Over 5 years US$ US$ US$ US$ US$ Trade and other payables 498,080 – – – – –––––––––––– –––––––––––– –––––––––––– –––––––––––– –––––––––––– 498,080 – – – – –––––––––––– –––––––––––– –––––––––––– –––––––––––– ––––––––––––

29 February 2020 Less than 3 months to 1 month 1-3 months 1 year 1-5 years Over 5 years US$ US$ US$ US$ US$ Related party balances – – – 1,233,372 – Trade and other payables 290,264 – – – – –––––––––––– –––––––––––– –––––––––––– –––––––––––– –––––––––––– 290,264 – – 1,233,372 – –––––––––––– –––––––––––– –––––––––––– –––––––––––– ––––––––––––

28 February 2021 Less than 3 months to 1 month 1-3 months 1 year 1-5 years Over 5 years US$ US$ US$ US$ US$ Related party balances – – 500,000 1,547,208 – Trade and other payables 214,735 – – – – –––––––––––– –––––––––––– –––––––––––– –––––––––––– –––––––––––– 214,735 – 500,000 1,547,208 – –––––––––––– –––––––––––– –––––––––––– –––––––––––– ––––––––––––

Credit risk Credit risk is the risk of loss associated with the counter-party’s inability to fulfil its payment obligations. The Company’s credit risk is primarily attributable to receivables and cash balances with the maximum exposure being the reported balance in the statement of financial position. The Company holds available cash with licensed banks which have strong history. The Company considers the credit ratings of banks in which it holds funds in order to reduce exposure to credit risk. All funds are available on demand.

The receivables are actively monitored to avoid significant concentration of credit risk and the Directors consider there to be no significant concentration of credit risk.

Interest rate exposure Interest rate risk is the risk that the Company will sustain losses through adverse movements in interest bearing assets or liabilities; however it is the Directors’ opinion that the Company is not significantly exposed to interest rate risk. Any interest bearing liabilities carry fixed interest rates and are not exposed to interest rate fluctuations.

Market price risk Equity price risk arises from financial assets at fair value through profit or loss due to uncertainties about future values of the instrument. The investment at period end represents an interest held in the share capital of RRC, a copper and gold company traded on the TSX Venture Exchange. The performance of this investment is monitored and reviewed by management on a regular basis. As at 28 February 2021, the fair value of equity security exposed to price risk was US$ 23,731 (2020: US$ 88,484; 2019: US$ 30,346). A 5 per cent. increase or decrease in the fair value of this listed investment, with all other variables constant, would have increased/decreased consolidated profit or loss and equity by US$ 1,187 (2020: US$ 4,424; 2019: US$ 1,517).

215 08_261407 Bradda Head_pp199_pp220.qxp 08/07/2021 21:26 Page 216

Foreign exchange risk The Group was exposed to foreign currency risk on fluctuations related to financial assets and liabilities that are denominated in Pounds (GBP) and Mexican Peso (MXN). The amounts exposed to foreign currency risk are as follows (in currency balance):

GBP MXN 28 February 2019 Cash 1,981 75,397 Accounts receivable – 79,249 –––––––––––– ––––––––––––

29 February 2020 Cash 152,134 – Accounts receivable – 75,397 –––––––––––– ––––––––––––

28 February 2021 Cash 2,141 – Accounts receivable – 75,397 –––––––––––– ––––––––––––

The impact of 10 per cent. strengthening of the GBP and MXN against the US Dollar to total comprehensive income/loss is set-out below. A 10 per cent. weakening in these currencies would have had the equal but opposite effect, on the basis that all other variables remain constant.

28 February 29 February 28 February US Dollars against: 2019 2020 2021 US$ US$ US$ GBP 259 19,748 280 MXN 803 391 391 –––––––––––– –––––––––––– ––––––––––––

There is no other impact on the Company’s equity other than those already affecting the consolidated statement of comprehensive income/(loss).

Political risks The Company’s operations are subject to laws and regulations governing exploration activities. While the Company believes that it is in substantial compliance with all material current laws and regulations affecting its activities, future changes in laws and regulations could result in changes in legal requirements or in the terms of existing agreements applicable to the Company which could have a material adverse impact on the Company’s current operations or planned implementation of its strategy.

Accounting classifications and fair value Financial instruments comprise cash and trade and other receivables (classified as loans and receivables), accounts payable and accrued expenses (classified as trade and other payables), investments and convertible loan notes and working capital loan advances (classified as related party balances). The carrying amounts of loans and receivables and trade and other payables, reported in the consolidated statement of financial position, approximate their fair values due to the short-term nature of these accounts.

The related party balances consist of convertible loan notes, which have fixed interest rates and specified repayment terms and conditions. These have been classified as non-current. The convertible loan notes accrue interest, with the rate being charged considered to be similar to market related rates for similar type instruments. Fair value is therefore considered to approximate the carrying value of these instruments.

The working capital loan facility has a repayment term of one year, and has therefore been classified as a current asset.

216 08_261407 Bradda Head_pp199_pp220.qxp 08/07/2021 21:26 Page 217

Financial liabilities not measured at fair value Carrying amount, measured at amortised cost 28 February 29 February 28 February 2019 2020 2021 US$ US$ US$ Related party balances – 1,233,372 2,047,208 Trade and other payables 498,080 290,264 214,735 –––––––––––– –––––––––––– –––––––––––– 498,080 1,523,636 2,261,943 –––––––––––– –––––––––––– ––––––––––––

The fair value of investments is based on available market price data, taking into account the liquidity of the listed securities.

Capital Management The Company manages its capital to maximize the return to the shareholders through the optimization of equity. The capital structure of the Company at 28 February 2021,29 February 2020 and 28 February 2019 consists of equity attributable to equity holders of the Company, comprising issued capital, reserves and retained earnings as disclosed.

The Company manages its capital structure and makes adjustments to it, in light of economic conditions and the strategy approved by shareholders. To maintain or adjust the capital structure, the Company may adjust any dividend payment to shareholders, return capital to shareholders or issue new shares and release the Company’s share premium account. No changes were made in the objectives, policies or processes during the years ended 28 February 2021, 29 February 2020 and 28 February 2019

16 Related party transactions and balances

Key management personnel The Directors of the Company received the following remuneration during the year:

28 February 2019 Share-based Fees and payment salary remuneration Total US$ US$ US$ John McGoldrick * 194,334 360,538 554,872 –––––––––––– –––––––––––– –––––––––––– 194,334 360,538 554,872 –––––––––––– –––––––––––– ––––––––––––

29 February 2020 Share-based Fees and payment salary remuneration Total US$ US$ US$ John McGoldrick 212,000 92,770 304,770 Ian Stalker 41,667 – 41,667 Euan Jenkins 30,000 – 30,000 –––––––––––– –––––––––––– –––––––––––– 283,667 92,770 376,437 –––––––––––– –––––––––––– ––––––––––––

217 08_261407 Bradda Head_pp199_pp220.qxp 08/07/2021 21:26 Page 218

28 February 2021 Share-based Fees and payment salary remuneration Total US$ US$ US$ John McGoldrick** 128,666 32,733 161,399 Ian Stalker*** 81,496 – 81,496 Euan Jenkins 40,000 – 40,000 –––––––––––– –––––––––––– –––––––––––– 250,162 32,733 282,895 –––––––––––– –––––––––––– ––––––––––––

* During the year, US$ 124,037 worth of director fees due was settled in shares. ** During the year, US$ 56,533 worth of director fees due was settled in shares. *** During the year, US$ 34,015 worth of director fees due was settled in shares.

As at 28 February 2021, directors remuneration of US$ 116,667 was outstanding (2020: US$ 163,500; 2019: US$ 59,375).

The Directors hold the following number of shares in the Company as at 28 February 2021 and 29 February 2020:

28 February 2019 29 February 2020 28 February 2021 Number % of issued % of issued % of issued share capital Number share capital Number share capital James Mellon1 13,621,822 22.89% 14,263,407 22.98% 14,263,407 19.01% Denham Eke 124,307 0.21% 124,307 0.20% 124,307 0.17% Ian Stalker – – 95,736 0.15% 819,861 1.09% –––––––––––– –––––––––––– –––––––––––– –––––––––––– –––––––––––– –––––––––––– 13,746,129 23.10% 14,483,450 23.33% 15,207,575 20.27% –––––––––––– –––––––––––– –––––––––––– –––––––––––– –––––––––––– –––––––––––– 1 James Mellon’s interest comprises of 2,945,671 (2020: 2,945,671; 2019: 2,304,086) shares directly held by Galloway Limited, which is indirectly wholly owned by James Mellon, and 11,317,736 (2020 and 2019: 11,317,736) shares held by Galloway Limited through Bradda Head International Limited. Bradda Head International Limited holds a total of 33,953,208 (2020 and 2019: 33,953,208) shares in the Company.

On 9 April 2021, the entire shareholding of BHIL, representing 33,953,208 shares in the Company, was transferred to the respective BHIL shareholders. Following this, the total shares held directly by Galloway Limited increased to 14,263,407. The total number of shares and percentage held by Jim Mellon did not change following the transfer.

Burnbrae Limited The Company and its subsidiary, Bradda Head Limited, entered into service agreements with Burnbrae Limited (“Burnbrae”) for the provision of administrative and general office services. Denham Eke and James Mellon are Directors of both Burnbrae Limited and the Company. James Mellon indirectly owns Burnbrae Limited. A monthly fee of £3,500 is charged by Burnbrae, for the provision of the services.

During the year ended 28 February 2021, the Group incurred costs of US$ 22,875 (2020: US$ 56,046; 2019: US$ 55,432) under these agreements, of which US$ 30,612 was outstanding as at the year end (2020: US$ 7,737, 2019: US$ 21,179).

On 10 June 2021, the Directors resolved to terminate the service agreement with Burnbrae, with effect from 1 June 2021. In addition, the Company entered into a service agreement with Denham Eke, appointing him as Finance Director, with effect from 1 June 2021.

Galloway Limited On 16 August 2019, the Company entered into a Convertible Loan Agreement (“Loan”) with Galloway Limited (“Galloway”), to the value of US$ 350,000. The Loan has a repayment date of 31 December 2019,

218 08_261407 Bradda Head_pp199_pp220.qxp 08/07/2021 21:26 Page 219

and carries interest at a rate of 10 per cent. per annum. On 13 December 2019, the repayment date was extended to 31 December 2024. The Loan shall automatically be converted into shares in the capital of the Company on Admission at the Issue Price.

On 09 December 2019, the Company entered into a Convertible Loan Note (“CLN”) agreement with Galloway, to the value of £650,000. The CLN has a maturity date of 30 April 2020, and carries interest at a rate of 5 per cent. per annum. On 1 October 2020, the repayment date was extended to 31 December 2024. The CLN is to be converted into ordinary shares of the Company on the occurrence of either (i) a sale of the entire issued share capital of the Company (ii) a listing of the Company’s shares or (iii) upon completion of a fundraising of $1,000,000 or more in a single fundraise round. The number of shares to be issued upon conversion is determined as follows: l On a fund raising a price per share being a 20 per cent. discount to the price per share paid by the investors on the Fund Raising; or l On a share sale, a price per Share being a 20 per cent. discount to the price per share paid on the share sale; or l On a listing, including by way of reverse takeover, a 20 per cent. discount to the price at which the shares are proposed to be admitted to listing (or the implied price per share paid by a buyer in the case of a reverse takeover); or l In the event there is no eligible fund raising, or share sale or no listing by the maturity date the default price, being US$ 0.05 per share. On 17 February 2021, the Company entered into a Term Loan Facility (“Term Loan”) with Galloway, to the value of US$ 500,000. The loan is interest-free, and repayable on the earlier of 17 February 2022 or upon the completion of a fundraise by the Company.

Amounts due to Galloway as at 28 February 2021 totalled US$ 2,047,208 (2020: US$ 1,233,372; 2019: US$ Nil).

Bradda Head International Limited (“BHIL”) During the year ended 28 February 2021, BHIL and the Company had common directors (J Mellon, D Eke) and common shareholders (J Mellon, D Eke, A Baillieu, J Macdonald).

As at 28 February 2021, US$ 4,100 was due from BHIL in respect of working capital advances (2020: US$ 1,875; 2019: US$ 3,131)

Edgewater Associates Limited (“Edgewater”) During the year, Directors and Officers insurance was obtained through Edgewater, which is a 100 per cent. subsidiary of Manx Financial Group (“MFG”). James Mellon and Denham Eke are Directors of both the Company and MFG.

The premium payable on the policy was US$ 26,855 (2020: US$ 16,593; 2019: US$ 13,496), of which US$ 11,076 was prepaid as at the period end (2020: US$ 12,607; 2019: US$ 2,813).

17 Basic and diluted loss per share The calculation of the basic earnings per share is based on the earnings attributable to ordinary shareholders divided by the weighted average number of shares in issue during the year.

The calculation of diluted earnings per share is based on the basic earnings per share, adjusted to allow for the issue of shares, on the assumed conversion of all dilutive share options.

219 08_261407 Bradda Head_pp199_pp220.qxp 08/07/2021 21:26 Page 220

An adjustment for the dilutive effect of share options in the current period has not been reflected in the calculation of the diluted loss per share, as the effect would have been anti-dilutive.

28 February 29 February 28 February 2019 2020 2021 US$ US$ US$ Loss for the year (2,219,116) (1,004,101) (721,949) –––––––––––– –––––––––––– ––––––––––––

No. No. No. Weighted average number of ordinary shares in issue 54,188,623 61,918,229 64,842,835 Dilutive element of share options if exercised (note 14) 5,987,034 5,987,034 1,606,277 –––––––––––– –––––––––––– –––––––––––– Diluted number of ordinary shares 60,175,657 67,905,263 66,449,112 –––––––––––– –––––––––––– –––––––––––– Basic earnings per share (cents) (0.041) (0.016) (0.011) –––––––––––– –––––––––––– –––––––––––– Diluted earnings per share (cents) (0.041) (0.016) (0.011) –––––––––––– –––––––––––– ––––––––––––

The earnings applied are the same for both basic and diluted earnings calculations per share as there are no dilutive effects to be applied.

18 Exploration commitments

The Group has certain obligations to expend minimum amounts on exploration works on mining tenements in order to retain an interest in them, which would be approximately US$ 224,624 during the next 12 months. This includes annual fees in respect of licence renewals. These obligations may be varied from time to time, subject to approval and are expected to be filled in the normal course of exploration and development activities of the Company.

Under the terms of the Farm In (see note 7), the Group was committed to complete a US$ 5 million expenditure programme before 28 February 2021, in order to retain its in 55 per cent. interest in the lithium projects. Following the termination of the Farm-In on 11 January 2021 (see note 9), this commitment is no longer required to be met.

19 Covid-19 impact Since the start of January 2020, the outbreak of coronavirus, which is a rapidly evolving situation, has adversely impacted global commercial activities. The rapid development and fluidity of this situation precludes any prediction as its ultimate impact, which may have a continued adverse impact on economic and market conditions and trigger a period of global economic slowdown. The Directors do not believe there is any financial impact to the Consolidated historical financial information as at 28 February 2021 and 29 February 2020 as a result of this. The Board is monitoring developments relating to coronavirus and is coordinating its operational response based on existing business continuity plans and on guidance from global health organisations, relevant governments, and general pandemic response best practices.

20 Subsequent events During May 2021, the Company completed a private funding round, raising a total of US$ 1,028,199 from new and existing shareholders.

220 09_261407 Bradda Head_pp221_pp222.qxp 08/07/2021 21:25 Page 221

PART VI

UNAUDITED PRO FORMA STATEMENT OF NET ASSETS OF THE GROUP

The unaudited statement of net assets of the group is based on the statement of financial position as at 28 February 2021, to illustrate the effect of certain transactions that are to be completed before or at the time of admission, as if they had occurred on 28 February 2021.

The unaudited statement of net assets of the group has been prepared in a manner consistent with the accounting policies adopted by the Group in preparing the consolidated historical financial information as set out in Part V. It is provided for illustrative purposes only, and by its nature, address a hypothetical situation and does not therefore represent the Group’s actual operating position or results.

Placing and Conversion As reported at Shares subscription of loans Pro forma 28 February 2021 issued net proceeds into equity net assets Note 1 Note 2 Note 3 Note 4 Note 5 US$ US$ US$ US$ Assets Non-Current assets Investment 23,732 – – – 23,732 Deferred mining and exploration costs 1,767,274 – – – 1,767,274 Exploration permits and licences 691,465 – – – 691,465 Advances and deposits 49,313 49,313 –––––––––––– –––––––––––– –––––––––––– –––––––––––– –––––––––––– 2,531,784 – – – 2,531,784 Current assets Cash and cash equivalents 86,972 1,028,199 7,560,000 – 8,675,171 Trade and other receivables 30,362 – – – 30,362 –––––––––––– –––––––––––– –––––––––––– –––––––––––– –––––––––––– 117,334 1,028,199 7,560,000 – 8,705,533 –––––––––––– –––––––––––– –––––––––––– –––––––––––– –––––––––––– Total assets 2,649,118 1,028,199 7,560,000 – 11,237,317 –––––––––––– –––––––––––– –––––––––––– –––––––––––– –––––––––––– Liabilities Non-Current liabilities Related party balances 1,547,208 – – (1,547,208) – –––––––––––– –––––––––––– –––––––––––– –––––––––––– –––––––––––– 1,547,208 – – (1,547,208) –

Current liabilities Trade and other payables 214,735 – – – 214,735 Related party balances 500,000 – – (500,000) – –––––––––––– –––––––––––– –––––––––––– –––––––––––– –––––––––––– 714,735 – – (500,000) 214,735 –––––––––––– –––––––––––– –––––––––––– –––––––––––– –––––––––––– Total liabilities 2,261,943 – – (2,047,208) 214,735 –––––––––––– –––––––––––– –––––––––––– –––––––––––– –––––––––––– Net assets 387,175 1,028,199 7,560,000 2,047,208 11,022,582 –––––––––––– –––––––––––– –––––––––––– –––––––––––– –––––––––––– Note 1 The financial information relating to the Group has been extracted, without further adjustment, from the historical consolidated financial information for the year ended 28 February 2021, as set out in Part V.

Note 2 Subsequent to 28 February 2021, the Company issued 21,420,824 ordinary shares of no par value, for a consideration of US$ 1,028,199.

Note 3 As set out in paragraph 11 of Part I of the Admission Document, the net proceeds of the Placing and Subscription receivable by the Company are estimated to be approximately US$ 7.6 million, after deduction of commissions and other estimated fees and expenses incurred by the Company in connection with the admission of US$ 1.1 million.

221 09_261407 Bradda Head_pp221_pp222.qxp 08/07/2021 21:25 Page 222

Note 4 Subsequent to 28 February 2021, loan balances due to Galloway Limited of $2,159,723, being $2,047,208 plus accrued interest since 28 February 2021 were fully settled by issuing 48,618,529 ordinary shares of no par value (representing 41,033,776 Shares issued on 21 May 2021 and 7,584,753 Shares to be issued on Admission).

Note 5 This column comprises the sum of the proceeding columns and represents the pro forma net assets of the Group as if the transaction had completed on 28 February 2021.

222 10_261407 Bradda Head_pp223-imp (PART VII).qxp 08/07/2021 21:33 Page 223

PART VII

ADDITIONAL INFORMATION

1. Responsibility 1.1 The Company (whose registered office address appears on page 6 of this document) and the Directors (whose names, business address and functions appear on page 6 of this document) accept responsibility, individually and collectively, for the information contained in this document, including individual and collective responsibility for compliance with the AIM Rules for Companies. To the best of the knowledge and belief of the Company and the Directors (each of whom has taken all reasonable care to ensure that such is the case), the information contained in this document is in accordance with the facts and does not omit anything likely to affect the import of such information or which would make misleading any statement in this Document, whether of facts or of opinion.

2. The Company 2.1 The Company is registered in the BVI, having been incorporated on 28 October 2009 with an indefinite life under the BVI Companies Act with registered number 1553975 with the name Copper Development Corporation.

2.2 On 5 October 2015, the Company changed its name from Copper Development Corporation to Life Science Developments Limited. On 18 April 2018, the Company changed its name to Bradda Head Holdings Limited. The Company’s legal and commercial name remains Bradda Head Holdings Limited.

2.3 The Company is domiciled in the BVI. The liability of the members is limited. The principal legislation under which the Company operates and under which the Shares are created, issued and allotted is the BVI Companies Act.

2.4 The registered office of the Company is Craigmuir Chambers, Road Town, Tortola, BVI and its telephone number is +1 284 494 2233.

2.5 The principal place of business of the Company is Viking House, Nelson Street, Douglas, Isle of Man IM1 2AH and its telephone number is +44 (0)1624 639396.

2.6 The ISIN (International Security Identification Number) of the Company is VGG154091083.

2.7 The LEI (Legal Entity Identifier) of the Company is 213800T879QQXKR2WN54.

2.8 The website address of the Company is www.braddaheadltd.com. The information on the Company’s website does not form part of this document.

2.9 Following Admission, the Company’s principal activity will be that of a holding company for a group of mineral exploration companies.

223 10_261407 Bradda Head_pp223-imp (PART VII).qxp 08/07/2021 21:33 Page 224

3. The Group 3.1 As at Admission, the group structure will be as set out below:

3.2 Further details on each of these subsidiaries is set out below:

% shares Country of held by the Incorporation Group on Name of Company Incorporated and residence*** Authorised shares Issued shares Admission Bradda Head Limited 13 May 2016 British Virgin Unlimited 5,775,000 100% Islands * Zenolith (USA) LLC 17 February 2016 Delaware, USA N/A – member N/A – member 100% interest interest *Gray Wash LLC 8 March 2019 Delaware, USA N/A – member N/A – member 100% interest interest *Verde Grande LLC 30 January 2019 Delaware, USA N/A – member N/A – member 100% interest interest * Minera Salmuera 18 January 2017 Mexico 5,000 fixed and 5,000 fixed shares** 100% S.A.de C.V. (in the unlimited variable and 104,729 variable process of being shares shares liquidated)

* held directly by Bradda Head Limited ** one share held by the Company; all other fixed shares held by Bradda Head Limited

4. Share Capital 4.1 On 2 November 2009, the Company issued two Shares to the initial shareholder, Mr. Mitchell Alland.

4.2 Between 5 November 2009 and 12 November 2010 the Company allotted and issued 108,780,643 Shares, following which the Company had a total of 108,780,645 issued Shares.

4.3 On 13 December 2010 the Company completed an initial public offer and its issued Shares were admitted to trading on the AIM Market (“Historic IPO”). Concurrent with the Historic IPO the

224 10_261407 Bradda Head_pp223-imp (PART VII).qxp 08/07/2021 21:33 Page 225

Company issued a total of 116,182,857 Shares pursuant to an initial public offer of its shares. Immediately following the Historic IPO, the Company had a total of 224,963,502 issued Shares.

4.4 Between 14 December 2010 and 24 November 2013, 5,446,667 new Shares were issued by the Company, following which the Company had a total of 230,410,169 issued Shares.

4.5 On 25 November 2013 the Company completed a tender offer process pursuant to which it redeemed a total of 192,909,136 Shares. Following the tender offer, the Company had 37,501,033 issued Shares.

4.6 On 5 October 2015, the Company completed the sale of its assets which resulted in a fundamental change of business under the AIM Rules for Companies that were in force at that point in time. The Company’s shares were suspended from trading on AIM on 6 October 2015. Following this, the Company’s listing on AIM was cancelled on 7 April 2017 (the “AIM Cancellation Date”). On the AIM Cancellation Date, the Company had 37,501,033 Shares in issue.

4.7 On 4 January 2018 the Company completed the Acquisition and issued a further 387,009,297 new Shares as consideration.

4.8 On 20 April 2018 66,058,208 new Shares were issued by the Company pursuant to a fundraising carried out by the Company.

4.9 On 16 May 2018 the Board, by a resolution of Directors, resolved to consolidate all of the issued Shares of the Company at a ratio of 10 to 1 with the result that the fractional shares be rounded down to the nearest whole share (the “Share Consolidation”). Following the Share Consolidation, the Company had a total of 52,423,001 issued Shares.

4.10 Between 23 April 2018 and 21 March 2019, 9,642,260 new Shares were issued by the Company pursuant to fundraisings carried out by the Company.

4.11 On 7 February 2020, 1,233,481 new Shares were issued by the Company to Directors in lieu of fees due and payable to them.

4.12 On 11 January 2021, 11,741,540 new Shares were issued to Zenith pursuant to the JV Termination Deed which is summarised in paragraph 10.13 of this Part VII of this document below.

4.13 On 7 February 2021, 3,037,362 new Shares were issued by the Company to Directors in lieu of fees due and payable to them.

4.14 On 21 May 2021, 21,420,824 new Shares were issued by the Company pursuant to a fundraising carried out by the Company.

4.15 On 21 May 2021, 41,033,776 new Shares were issued by the Company pursuant to the conversion of convertible loan notes and a working capital loan advanced to the Company by Galloway Limited pursuant to the agreements referred to in paragraphs 10.21 and 10.22 of this Part VII of this document.

4.16 On 21 May 2021, 10,986,231 new Shares were issued to Zenith pursuant to the JV Termination Deed which is summarised in paragraph 10.13 of this Part VII of this document below

4.17 As at the date of this document the Company has a total of 151,518,475 issued Shares all of which have been fully-paid up.

4.18 On Admission the Company will issue in aggregate new 141,543,560 Shares (representing the total of the Placing Shares, Zenith Shares and the CLN Shares). Immediately following Admission, the number of Shares in issue will be 293,062,035.

4.19 The Company is authorised to issue an unlimited number of no par value Shares. Subject to the pre- emption provisions contained in the Articles (which are explained in paragraph 5.3.12 of this Part VII), the Shares may be issued to such persons and on such terms and conditions as the Directors may

225 10_261407 Bradda Head_pp223-imp (PART VII).qxp 08/07/2021 21:33 Page 226

determine from time to time by a resolution of Directors. The Articles provide that the Directors may issue up to 100 per cent. of the issued share capital of the Company to existing and new shareholders in any 12 month period free from pre-emption. The authority granted in the Articles will expire on the 5th anniversary of the Articles being registered by the BVI Registry of Corporate Affairs and will need to be re-approved by Shareholders at such time.

4.20 The Company has granted the following options to certain Directors, management and consultants of the Company: Shares subject Exercise Exercise Name Date of Grant to Option Price Vesting stages Period Jim Guilinger 30 April 2018 1,460,252 US$0.048 l 1/3 on Admission 5 years l 1/3 on 1st anniversary of from the Admission date of l 1/3 on 2nd anniversary of Admission Admission Cassipeia 30 April 2018 146,025 US$0.15668 100% vested on date of grant 5 years Services Ltd from the date of Admission Jim Guilinger 21 March 2019 200,000 US$0.048 l 1/3 on 1st anniversary of date 5 years of grant from the l 1/3 on 2nd anniversary of date date of of grant Admission l 1/3 on 3rd anniversary of date of grant Ian Stalker 23 April 2021 13,000,000 US$0.048 100% vested on date of grant 5 years from the date of Admission Charles Fitzroy 23 April 2021 4,500,000 US$0.048 100% vested on date of grant 5 years from the date of Admission Piotr Schabik 23 April 2021 500,000 US$0.048 100% vested on date of grant 5 year from the date of Admission ––––––––––––– TOTAL 19,606,277 –––––––––––––

4.21 Subject to Admission the Company has granted the warrants set out below to certain advisers:

Shares subject Exercise Exercise Name Date of Grant to Warrant Price Vesting stages Period Beaumont 19 July 2021 1,818,182 £0.055 100% vested on date of grant 5 years Cornish from Admission Peterhouse 19 July 2021 1,511,754 £0.0825 100% vested on date of grant 3 years Capital from Admission Shard Capital 19 July 2021 742,792 £0.0825 100% vested on date of grant 3 years from Admission ––––––––––––– TOTAL 4,072,728 –––––––––––––

226 10_261407 Bradda Head_pp223-imp (PART VII).qxp 08/07/2021 21:33 Page 227

4.22 Further details regarding the Options and the Warrants are set out at paragraph 9 of Part VII of this document.

4.23 Save as disclosed in this paragraph 4, no share or loan capital of the Company is proposed to be issued or is under option or is agreed conditionally or unconditionally to be under option or subject to warrants granted by the Company.

4.24 The Shares are in registered form and may be held either in certiﬁcated form or in uncertiﬁcated form as described in paragraph 4.24 of this Part VII.

4.25 As further described in Part I of this document, the CREST Regulations do not provide for the direct holding and settlement of foreign securities in CREST and the Company has therefore appointed Computershare Investor Services PLC to act as the Depositary and it will constitute and issue Depositary Interests in respect of Shares to those who wish to hold their Shares in uncertificated form. The Shares will be held by the Custodian and the Depositary shall pass on and ensure that the Custodian forwards on to the holders of Depositary Interests all rights and entitlements which it or the Custodian receives in or in respect of the Shares evidenced by the Depositary Interests. A summary of CREST and the arrangements with the Depositary is set out in paragraph 11 of this Part VII of this document.

5. Summary of BVI Company Law and Taxation The Company was incorporated in the BVI as a BVI business company (“BVIBC“) under the provisions of the BVI Companies Act and therefore is subject to BVI law. Certain provisions of the BVI Companies Act are summarised below. The following is not intended to provide a comprehensive review of the applicable law, or of all provisions which differ from equivalent provisions in jurisdictions, with which interested parties may be more familiar. This summary is based upon the law and the interpretation of the law applicable as at the date of this document and is subject to change.

5.1 Memorandum of Association The memorandum of association (the “Memorandum”) contains, inter alia, provisions relating to the capacity and powers of the Company. Subject to the BVI Companies Act and any other BVI legislation, the Company has, irrespective of corporate benefit: (i) full capacity to carry on or undertake any business or activity, do any act or enter into any transaction; and (ii) for the purposes of (i) full rights, powers and privileges. The Memorandum does not contain any restrictions on the objects of the Company.

5.2 Share capital Subject to any limitation or provisions to the contrary contained in the memorandum or articles of association of a company, the BVI Companies Act places the issuance of shares and other securities in a company under the control of its directors. Under the Articles, shares and other securities may be issued at such times, to such persons for such consideration and on such terms as the Directors may by a resolution of directors determine.

Shares may be issued for consideration in any form, including money, a promissory note or other written obligation to contribute money or property, real property, personal property (including goodwill and know-how), services rendered or a contract for future services, or any combination thereof.

Shares which are not fully paid for on issue may be subject to forfeiture. There is no obligation on the Company to refund part payment for a forfeit share.

5.3 Articles The rights attaching to the shares, as set out in the Memorandum and the Articles, contain, amongst others, the following provisions:

227 10_261407 Bradda Head_pp223-imp (PART VII).qxp 08/07/2021 21:33 Page 228

5.3.1 Votes of Shareholders Section 34 of the BVI Companies Act deals with the voting rights of shareholders. This section provides that except as provided in a company’s memorandum or articles of association, all shares have one vote. There are no contrary provisions in the Memorandum or Articles.

5.3.2 Variation of rights If at any time the Shares are divided into different classes, the rights attached to any class (unless otherwise provided by the terms of issue of the shares of that class) may be varied or abrogated with the consent in writing of the holders of at least 75 per cent. of the issued shares of that class, or with the sanction of a resolution passed by at least a 75 per cent. majority of the holders of shares of the class present in person or by proxy at a separate meeting of the holders of the shares of that class. To every such separate meeting the provisions of the Articles relating to meetings of the Company shall mutates mutandis apply, but so that the necessary quorum shall be at least one person holding or representing by proxy at least one-third of the issued shares of the class and that any holder of shares of the class present in person or by proxy may demand a poll.

5.3.3 Transfers of shares (a) Subject to any limitations in the Memorandum, Shares may be transferred by a written instrument of transfer signed by the transferor and containing the name and address of the transferee

(b) In the case of interests in Shares in the form of depositary interests, a Shareholder shall be entitled to transfer his interests by means of a relevant system and the operator of the relevant system shall act as agent of the Shareholders for the purposes of the transfer of such interests.

(c) The transferor of any Shares shall remain the holder of those Shares until the name of the transferee is entered in the register as the holder of those Shares.

(d) Notwithstanding that the Board may not resolve to refuse or delay the transfer of a Share unless the Shareholder has failed to pay an amount due in respect of the Share, the Board may decline to register a transfer of any share to a person known to be a minor, bankrupt or person who is mentally disordered or a patient for the purpose of any statute relating to mental health.

(e) The Board may also decline to register any transfer of shares unless: (i) any written instrument of transfer, is lodged with the Company at the registered office or such other place as the Board may appoint accompanied by the certificate for the shares to which it relates (except in the case of a transfer by a recognised person or a holder of such shares in respect of whom the Company is not required by law to deliver a certificate and to whom a certificate has not been issued in respect of such shares); (ii) there is provided such evidence as the Board may reasonably require to show the right of the transferor to make the transfer and, if the instrument of transfer is executed by some other person on his behalf, the authority of that person to do so; (iii) the instrument of transfer is in respect of only one class or series of share; and (iv) in the case of a transfer to joint holders, the number of joint holders to whom the Share is to be transferred does not exceed four,

provided always that where the transfer of Shares relates to any Share is listed on AIM such discretion to decline registration of a transfer of Shares may not be exercised in such a way as to prevent dealings in such shares from taking place on an open and proper basis.

228 10_261407 Bradda Head_pp223-imp (PART VII).qxp 08/07/2021 21:33 Page 229

(f) The Company may retain an instrument of transfer which is registered but a transfer which the Board refuse to register shall (except in the case of known or suspected fraud), be returned to the person depositing the same.

(g) If the Board declines to register a transfer of any Shares, it shall, within two months or such other period (if any) as may be prescribed by the BVI Companies Act, send to the transferor and the transferee notice of the refusal.

(h) The register of members may be closed at such times and for such periods as the Board may from time to time determine, not exceeding in aggregate thirty (30) days in each year, upon notice being given by advertisement in a leading daily newspaper and in such other newspaper (if any) as may be required by the BVI Companies Act and the practice of any recognised investment exchange.

(i) The Company shall not be required to treat a transferee of a Share in the Company as a Shareholder of the Company until the transferee’s name has been entered in the share register.

(j) Nothing in the Articles precludes the Board from recognising a renunciation of the allotment of any Share by the allottee in favour of some other person.

5.3.4 Redemption or Purchase of shares by the Company By Regulation 4 of the Articles the Company may purchase, redeem or otherwise acquire and hold its own shares save that the Company may not purchase, redeem or otherwise acquire its own shares without the consent of Shareholders whose shares are to be purchased, redeemed or otherwise acquired unless the Company is permitted by the BVI Companies Act or any other provision in the Memorandum or Articles to purchase, redeem or otherwise acquire the shares without their consent. The Company may only offer to purchase, redeem or otherwise acquire shares if the Directors authorising the purchase, redemption or other acquisition confirm that they are satisfied, on reasonable grounds, that immediately after the acquisition the value of the Company’s assets will exceed its liabilities and the Company will be able to pay its debts as they fall due.

Shares that the Company purchases, redeems or otherwise acquires may be cancelled or held as treasury shares (with no rights attaching to such shares while held in treasury) except to the extent that such shares are in excess of 50 per cent. of the issued Shares in which case they shall be cancelled but they shall be available for re-issue.

A company is not prohibited from purchasing and may purchase its own warrants subject to and in accordance with the terms and conditions of the relevant warrant instrument or certificate. There is no requirement under BVI law that a company’s memorandum or articles of association contain a specific provision enabling such purchases and the Directors of a company may rely upon the general power contained in its memorandum of association.

A subsidiary may hold shares in its parent company.

5.3.5 Conversion of loans or other debt instruments The Articles do not restrict the Company from issuing convertible loans or other debt instruments, of any nature, which may be converted to Shares (subject to the relevant terms and conditions attaching to such convertible loans or debt instrument). Subject always to their fiduciary and other duties, the Directors are accordingly free to authorise the issue of convertible loan or other debt instruments by a resolution of Directors on such terms and at such time and to such persons as they in their sole discretion deem fit.

5.3.6 Disclosure of shareholding Regulation 25 of the Articles requires, in accordance with the requirements of the AIM Rules and the DG&T Rules, a person to notify the Company where it has an interest in Shares equal to or greater than 3 per cent. of the Company’s issued Shares from time to time. Regulation 25 of the Articles will allow the Company to make investigations into the interests of

229 10_261407 Bradda Head_pp223-imp (PART VII).qxp 08/07/2021 21:33 Page 230

Shareholders. In the event that a Shareholder fails to notify the Company of its interests when requested, the Company shall be entitled to issue a restriction notice pursuant to which the Shareholder in question will not be entitled to exercise any voting rights or be entitled to any dividends until such time as the Shareholder complies with its disclosure obligations.

5.3.7 Payment of dividends The profits of the Company available for dividend and resolved to be distributed shall be applied in the payment of dividends to the Shareholders in accordance with their respective rights and priorities provided that no dividend may be paid otherwise than in accordance with BVI law.

The Directors may by resolution of Directors authorise a distribution by way of a dividend at a time and of an amount they think fit if they are satisfied, on reasonable grounds, that the Company can immediately after the distribution satisfy the solvency test.

The Company satisfies the solvency test if (i) the value of the Company’s assets exceeds its liabilities; and (ii) the Company is able to pay its debts as they fall due. The Board may from time to time pay interim dividends to the Shareholders if such interim dividends appear to be justified by the profits of the Company. Dividends in money, shares or other property may be authorised by the Directors.

5.3.8 Return of capital Section 206 of the BVI Companies Act deals with the distribution of assets by a voluntary liquidator on a winding-up of a company. Subject to payment of, or to discharge of, all claims, debts, liabilities and obligations of the Company any surplus assets shall then be distributed amongst the Shareholders according to their rights and interests in the Company according to the Memorandum and Articles. If the assets available for distribution to Shareholders are insufficient to pay the whole of the amounts paid in to the Company in respect of the issue of Shares such assets shall be shared on a pro rata basis amongst Shareholders entitled to them by reference to the number of fully paid up shares held by such Shareholders respectively at the commencement of the winding up.

5.3.9 Borrowing powers The business and affairs of the Company may be managed by, or under the direction or supervision of the Board. The Board has all the powers necessary for managing and for directing and supervising, the business and affairs of the Company. There are no restrictions in the BVI Companies Act or the Articles, on the Board’s ability to exercise the powers of the Company to borrow money and to mortgage or charge its undertakings, property and assets (both present and future), or to issue debentures, debenture stock and other securities whether outright or as collateral security for any debt, liability or obligation of the Company or of any third party.

5.3.10 Directors (a) Directors shall be elected by a resolution of Shareholders or by a resolution of Directors.

(b) The minimum number of Directors is one (1) and the maximum number of Directors is fifteen (15).

(c) Subject to the retirement of Directors by rotation as described in paragraphs (d) to (g) below, each Director holds office for the term, if any, fixed by the resolution of Shareholders or the resolution of Directors appointing him, or until his earlier death, resignation or removal. If no term is fixed on the appointment of a Director, the Director serves indefinitely until his earlier death, resignation or removal.

(d) at each annual general meeting of the Company (the “AGM”) one third of the Directors for the time being (or, if their number is not a multiple of three (3), the number nearest to but not more than one-third) shall retire from office by rotation;

230 10_261407 Bradda Head_pp223-imp (PART VII).qxp 08/07/2021 21:33 Page 231

(e) the Directors to retire in every year shall be those subject to retirement by rotation who have been longest in office since their last re-election or appointment. As between persons who become or were last re-elected Directors on the same day, those to retire shall (unless they otherwise agree among themselves) be determined by lot. A retiring Director shall be eligible for re-election;

(f) the Company at the Annual General Meeting at which a Director retires under any provision of these Articles may by resolution of Shareholders fill the office being vacated by electing thereto the retiring Director or some other person eligible for appointment. In default, the retiring Director shall be deemed to have been re-elected except in any of the following cases: (i) where at such Annual General Meeting it is expressly resolved not to fill such office or a resolution for the re-election of such Director is put to the meeting and lost; (ii) where such Director is disqualified under BVI Companies Act from holding office as a Director or has given notice in writing to the Company that he is unwilling to be re-elected; or (iii) where such Director has attained any retiring age applicable to him as a Director; and

(g) the retirement shall not have effect until the conclusion of the Annual General Meeting except where (i) a resolution is passed to elect some other person in the place of the retiring Director and lost; or (ii) a resolution for his re-election is put to the Annual General Meeting and passed in which case; the retiring Director (who has been re-elected or is deemed to have been re-elected) shall continue in office without a break.

(h) The Directors may, at any time, appoint a person to be a Director either to fill a vacancy or as an addition to the existing Directors. Where a person is appointed to fill a vacancy, or as an additional Director, the term shall not exceed the term that remained when the person who has ceased to be a Director ceased to hold office.

(i) a resolution approved at a duly convened and constituted meeting of Directors of the Company or of a committee of Directors of the Company by the affirmative vote of a majority of the Directors present at the meeting who voted except that where a Director is given more than one vote, he shall be counted by the number of votes he casts for the purpose of establishing a majority. If the numbers of votes for and against a proposal are equal, the senior independent non-executive Director of the Company has a casting vote.

(j) A Director may be removed from office: (i) with or without cause, by a resolution of Shareholders passed at a meeting of Shareholders called for the purposes of removing the Director or for purposes including the removal of the Director by the affirmative vote of a majority of in excess of 50 per cent of the votes of the Shares entitled to vote thereon and voted at the meeting or by a written resolution passed by Shareholders together holding in excess of 50 per cent. of the votes of Shares entitled to vote theron; or (ii) with cause, by a resolution of Directors passed at a meeting of directors called for the purpose of removing the Director or for purposes including the removal of the Director.

(k) No shareholding qualification is required by a Director.

(l) The Directors may by resolution of Directors appoint officers of the Company at such times as may be considered necessary or expedient.

5.3.11 Meetings of members The BVI Companies Act does not require the Company to hold an annual general meeting of Shareholders. However, the Company is required to hold annual general meetings on 21 days’ notice in writing, exclusive of the day of which it is served or deemed to be served and of the day on which the meeting is to be held, and notice is to be given to all members on the register at the close of business on a day determined by the Company, such day being not more than 21 days before the day that the notice of meeting is sent.

231 10_261407 Bradda Head_pp223-imp (PART VII).qxp 08/07/2021 21:33 Page 232

The Company must specify in the notice of meeting a time, not more than 48 hours before the time ﬁxed for the meeting, by which a person must be entered into the register in order to have the right to attend or vote at the meeting. Notice of a general meeting may be validly given when sent in electronic form or made available on the Company’s website.

All other general meetings may be called whenever the directors think ﬁt or when a meeting has been requisitioned by written request of Shareholders entitled to exercise 5 per cent. or more of the voting rights in respect of the matter for which the meeting is requested, the directors shall convene a meeting of Shareholders. General meetings are called on 14 days’ notice in writing exclusive of the day on which it is served or deemed to be served and the day on which it is to be held. A general meeting can be called on shorter notice if a majority in number of the members having a right to attend and vote at the general meeting, being a majority together holding not less than 90 per cent. in nominal value of the shares giving that right, consent. Shareholders holding not less than two of the votes of the shares entitled to vote at the general meeting in person or by proxy shall be a quorum for all purposes.

The inadvertent failure of a Director who convenes a meeting to give notice of a meeting to a Shareholder or another Director, or the fact that a Shareholder or another Director has not received notice, does not invalidate the meeting.

A Shareholder may be represented at a meeting of Shareholders by a proxy who may speak and vote on behalf of the Shareholder. The instrument appointing a proxy shall be produced at the place designated for the meeting at least two Business Days (a “Business Day” being a weekday on which banks are generally open for business in London) before the time for holding the meeting at which the person named in such instrument proposes to vote. The notice of the meeting may specify an alternative or additional place or time at or by which the proxy shall be presented. The instrument appointing a proxy shall be in a form to be agreed to by the Directors of the Company and which complies with the rules of the recognised investment exchange.

5.3.12 Pre-emption rights of Shareholders Section 46 of the BVI Companies Act sets out pre-emption rights applicable to the issue of unissued shares by companies incorporated in the BVI. These pre-emption rights have been expressly dis-applied in the Company’s Articles, with bespoke provisions included therein. The Articles provide that unissued Shares for cash consideration are to be offered on a pre- emptive basis to existing Shareholders before being allotted. The pre-emptive offer is to be made by written notice from the Directors to the Shareholders specifying the number and price of the shares to be issued following which the Shareholders shall have no less than 14 days to decide whether to exercise their rights of pre-emption. If any shares remain unallocated after the pre-emptive office, the Directors shall be entitled to allot those shares to such persons and on such terms and in such manner as they think fit save that those shares may not be disposed of on terms which are more favourable to the subscribers than the terms on which they were offered to the Shareholders. The pre-emption rights shall not apply to the allotment of shares for non-cash consideration. The pre-emption rights may also be dis-applied by a resolution passed by at least 75 per cent. of Shareholders present in person or by proxy at a meeting of Shareholders or by a written resolution passed by at least 75 per cent. of the Shareholders of the Company entitled to vote. The Articles provide that the Directors may issue up to 100 per cent. of the issued share capital of the Company to existing and new Shareholders in any 12 month period free from pre-emption. The authority granted in the Articles will expire on the 5th anniversary of the Articles being registered by the Registrar of Corporate Affairs in the BVI by the Company and will need to be re-approved by Shareholders at such time.

5.4 Financial assistance to purchase shares of a company or its holding company The Company may give financial assistance to any person in connection with the acquisition of its own shares pursuant to Section 28 of the BVI Companies Act.

232 10_261407 Bradda Head_pp223-imp (PART VII).qxp 08/07/2021 21:33 Page 233

5.5 Dividends and distribution There is, at present, no BVI taxation or withholding tax on dividends declared and paid by the Company to non-residents of the BVI.

5.6 Protection of minorities Part XA of the BVI Companies Act provides certain statutory remedies to shareholders including derivative actions, personal actions and representative actions. The BVI courts may consider claims by minority shareholders alleging that a company has acted ultra vires, illegally or fraudulently, where there has been a fraud by the majority on the minority or where (subject to certain conditions) a particular transaction involving a Director is unfairly prejudicial to one or more of its shareholders.

The BVI Companies Act further provides that any shareholder of a company is entitled to payment of the fair value of his shares upon dissenting from any of the following: (a) a merger, if the company is a constituent company, unless the company is the surviving company and the shareholder continues to hold the same or similar class of shares; (b) a consolidation, if the company is a constituent company; (c) any sale, transfer, lease, exchange or other disposition of more than 50 per cent. of the assets or business of the company if not made in the usual or regular course of the business carried on by the company but not including (i) a disposition pursuant to an order of the court having jurisdiction in the matter, (ii) a disposition for money on terms requiring all or substantially all net proceeds to be distributed to the shareholders in accordance with their respective interests within one year after the date of disposition or (iii) a transfer pursuant to the power of the Directors to transfer assets as described in Section 28(2) of the BVI Companies Act; (d) a redemption of 10 per cent. or fewer of the issued shares of the company required by the holders of 90 per cent. or more of the issued shares of the company pursuant to the terms of the BVI Companies Act; or (e) an arrangement, if permitted by the court.

Generally any other claims against a company by its shareholders must be based on the general laws of contract or tort applicable in the BVI or their individual rights as shareholders as established by the company’s memorandum and articles of association.

A majority of the shareholders must approve a proposed merger of a company, unless the merger is with a wholly owned subsidiary.

Although the BVI Companies Act does not prescribe procedures for variation of the rights of different classes of shareholders, the rights of such shareholders are governed by common law and are subject to any express provisions set out in a company’s memorandum or articles of association. The Memorandum permits variation in class rights with the consent in writing of the holders of at least 75 per cent. of the issued shares of the relevant class or with the sanction of a resolution passed by at least a 75 per cent. majority of the holders of shares of the class present in person or by a proxy at a separate meeting of the holders of the shares of that class.

5.7 Management The Company is managed by its Directors, consisting of not less than one or more than 15 Directors, who each have full authority to bind the Company. Directors are required under BVI law to act honestly and in good faith with a view to the best interests of the company, and to exercise the care, diligence and skill a reasonable Director would exercise in the same circumstances taking into account, but without limitation, the position of the Director and the nature of the company, the nature of the decision and the nature of the responsibilities undertaken by him. As mentioned above, certain actions require prior approval of the shareholders, as a matter of statute. While the Company may provide certain indemnity for its Directors, the BVI Companies Act precludes the Directors from taking advantage of such indemnities unless they act honestly and in good faith and in what they believed to be in the best interests of the Company, and in the case of criminal proceedings, where the Director had no reasonable cause to believe that his conduct was unlawful.

233 10_261407 Bradda Head_pp223-imp (PART VII).qxp 08/07/2021 21:33 Page 234

5.8 Accounting and auditing requirements BVI law makes no specific provision for the types of books and records to be maintained. It requires that a company keep records and underlying documentation in such form as are sufficient to show and explain the company’s transactions; and will, at any time, enable the financial position of the company to be determined with reasonable accuracy. There is no statutory requirement to audit or file annual accounts unless the company is engaged in certain businesses, which require a licence under BVI law.

5.9 Inspection of corporate records Shareholders are entitled to inspect, on giving written notice, the Memorandum and Articles, the register of members, the register of Directors and minutes of meetings and resolutions of members and of those classes of members which he is a member. However, the Directors have power to refuse the request on the grounds that the inspection is not in the best interest of the company or of any other shareholder of the company. A shareholder who has been refused an inspection may apply to court for an order to permit the inspection.

The only corporate records generally available for inspection by members of the public are those required to be maintained at the BVI Registry of Corporate Affairs, namely the certificate of incorporation and memorandum and articles of association together with any amendments to these documents, and certain other documents which a company may optionally elect to file.

A company may elect to maintain a copy of its share register and register of directors at the BVI Registry of Corporate Affairs, but this is not required under BVI law. The Company is required to file a copy of its register of directors with the Registry of Corporate Affairs and to notify of any changes to the directors or their particulars but this information is not available for public inspection. These documents are, however, maintained in the office of the company’s registered agent and may be inspected with the company’s consent, or in limited circumstances pursuant to a court order.

5.10 Winding up The BVI Companies Act and the Insolvency Act 2003 (in the case of insolvency) make provision for both voluntary and compulsory winding up of a company, and for appointment of a liquidator, receiver or administrator. The Shareholders or the Directors may resolve to appoint a voluntary liquidator. If it is the Directors who resolve to commence the winding up by the appointment of the voluntary liquidator, they must present a liquidation plan for approval by the shareholders, incorporating the matters set out in the BVI Companies Act. On a winding-up, the holders of Shares shall have the right to an equal share in the distribution of the surplus assets of the Company.

A company, any member or creditor may petition the court, pursuant to the Insolvency Act, for the winding up of the company upon various grounds amongst others, that it is just and equitable that the company should be wound up or that the company is insolvent within the meaning of that term in the Insolvency Act. This includes circumstances when the value of a company’s liabilities exceeds its assets, or the company is unable to pay its debts as they fall due.

5.11 Takeovers Generally, the merger or consolidation of a BVIBC requires shareholder approval (however a BVIBC parent company may merge with one or more BVI subsidiaries without shareholder approval, provided that the surviving company is also a BVIBC). Shareholders dissenting from a merger are entitled to payment of the fair value of their shares unless the company is the surviving company and the shareholder continues to hold a similar interest in the surviving company.

The BVI Companies Act permits BVIBCs to merge with companies incorporated outside the BVI, provided the merger is lawful under the laws of the jurisdiction in which the non-BVI company is incorporated. Further, on a merger, shareholders holding 90 per cent. of the outstanding shares may direct the company to redeem the remaining 10 per cent. of shares.

Under the BVI Companies Act, following a statutory merger, one of the companies is subsumed into the other (the surviving company) or both are subsumed into a third company (a consolidation). In either case, with effect from the effective date of the merger, the surviving company assumes all of

234 10_261407 Bradda Head_pp223-imp (PART VII).qxp 08/07/2021 21:33 Page 235

the assets and liabilities of the other entity(ies) by operation of law and the other entities cease to exist.

There is no Takeover Code or similar regulation of takeover offers applicable in the BVI. However, Regulation 24 of the Articles provides that a person must not (other than solely as Depositary): (a) whether by himself or with persons determined by the Board to be acting in concert with him, acquire after the date of Admission (the “Effective Date”) an interest in shares which, taken together with shares in which persons determined by the Board to be acting in concert with him have become interested since the Effective Date, carry 30 per cent. or more of the voting rights attributable to all the shares of the Company except where either (i) the Board consents to the acquisition; (ii) the acquisition is made in circumstances in which the Takeover Code, if it applied to the Company, would require an offer to be made as a consequence and such offer is made in accordance with Rule 9 of the Takeover Code; or if the acquisition arises from repayment of a stock borrowing arrangement (on arm’s length commercial terms) (each “a Permitted Acquisition”); or (b) whilst he, together with persons determined by the Board to be acting in concert with him, is interested in shares which in aggregate carry 30 per cent. or more of the voting rights attributable to all the shares in the Company but does not hold shares carrying more than 50 per cent. of such voting rights, acquire after the Effective Date, whether by himself or with persons determined by the Board to be acting in concert with him, an interest in additional shares which, taken together with shares in which persons determined by the Board to be acting in concert with him are interested, increases the percentage of shares carrying voting rights in which he is interested, except as a result of a Permitted Acquisition; or (c) effect or purport to effect an acquisition to which Rules 4, 5 or 6 of the Takeover Code would in whole or part apply to the acquisition if the Company was subject to the Takeover Code and the acquisition was made (or, if not yet made, would when made be) in breach of or otherwise not comply with Rules 4, 5 or 6 of the Takeover Code.

If a person breaches any of the limits set out in paragraphs (a) and (b) above, or is in breach of paragraph (c) above, the Board has the discretion to act in a number of ways including requiring the sale of any shares acquired in breach of the Articles (the “Excess Shares”) and/or removing the right to vote some or all of the Excess Shares and/or the right to any dividends or distributions from a particular time or a definite period until either: (a) an offer is made in accordance with Rule 9 of the Takeover Code; or (b) until such Excess Shares are sold to a person who is not acting in concert with the holder.

The Company is not presently subject to any public takeover bids and has not been subject to any public takeover bids in the current or last financial year.

5.12 Fair value There is no statutory guidance on what constitutes fair value or the basis on which it is to be calculated. The only aspect which is expressly considered by the BVI Business Companies Act 2004 is that any appreciation or depreciation directly or indirectly induced by the action or its proposal is to be left out of the valuation. Otherwise, there is no indication of what factors an appraiser, appointed by the dissenting member and company to determine the fair value in the event of a dispute, can or cannot take into account, and the matter is left entirely to their discretion. The legislation does not specify any procedure for carrying out the appraisal nor does it require the disclosure of any information (even financial information) from the company to the appraisers. The appraiser’s fixing of a fair value is binding on the company and the dissenting member for all purposes. Case law has though provided the following guidance: (a) the basis on which fair value is to be determined can be agreed between the member and the company; (b) “fair value shares” is given its plan English meaning, there is no legal analysis required of this phrase; (c) “fair” means what is fair to both parties, not just the dissenting member;

235 10_261407 Bradda Head_pp223-imp (PART VII).qxp 08/07/2021 21:33 Page 236

(d) it is not necessarily unfair to discount the valuation of the shares on the basis that it is a minority shareholding; and (e) there is no requirement for the company to discount any earning received by a member on the shares held by him between seeking to exercise his right to have his shares purchased for fair value, and that process being completed.

Subject to certain qualifications, fair value is likely to be the price any seller could get for the shares on any particular date provided there is a willing buyer and there should be no need (and there is no statutory requirement) for the appraisers to look beyond the market to the actual value of the company as a going concern or on a break-up or some other, e.g. a discounted basis. The qualifications to this view might include the following: l if the market for the shares has not been sufficiently active, there may be an argument that the quoted price is not a particularly accurate measure of the value of the shares; l the size of the dissenting shareholding – if the dissenting shareholder has a sizeable interest in the company, that might promote an argument for a higher valuation; and l if there is something “unique” about the company of which the market is currently unaware and to which regard should properly be had when assessing the fair value of its shares.

The legislation has been drafted with the intention that if a person dissents from an action which is nevertheless going to happen (because the requisite approval of the shareholders has been obtained), he should not be (or in other words it would not be “fair” for him to be) compensated for any uplift in value caused by the action or proposal of the action that he did not want.

5.13 BVI tax considerations The Company and all dividends, interest, rents, royalties, compensations and other amounts paid by the Company to persons who are not persons resident in the BVI are exempt from the provisions of the Income Tax Act in the BVI and any capital gains realised with respect to any shares, debt obligations or other securities of the Company by persons who are not persons resident in the BVI are exempt from all forms of taxation in the BVI. As of 1 January 2005, the Payroll Taxes Act, 2004 came into force. It will not apply to the Company except to the extent that the Company has employees (and deemed employees) rendering services to the Company wholly or mainly in the BVI. The Company at present has no employees in the BVI and no intention of having any employees in the BVI.

No estate, inheritance, succession or gift tax, rate, duty, levy or other charge is payable by persons who are not persons resident in the BVI with respect to any shares, debt obligation or other securities of the Company.

All instruments relating to transfer of property to or by the Company and all instruments relating to transactions in respect of the shares, debt obligations or other securities of the Company and all instruments relating to other transactions relating to the business of the Company are exempt from the payment of stamp duty in the BVI provided the Company does not hold land in the BVI..

There are currently no withholding taxes or exchange control regulations in the BVI applicable to the Company or its Shareholders.

236 10_261407 Bradda Head_pp223-imp (PART VII).qxp 08/07/2021 21:33 Page 237

6. Interests of the Directors 6.1 As at the date of this document and on Admission, the interests (all of which are beneficial unless otherwise stated) of the Directors, and their immediate families in the share capital of the Company, and any Connected Person that would be disclosed pursuant to this paragraph if the Connected Person was a Director, are and will be as follows:

Options Number Number % of & Warrants of Shares % of of Shares Enlarged (granted currently Existing held at Share subject to Name held Shares Admission Capital Admission) Charles FitzRoy Nil Nil 11,091 0.1% 4,500,000 Denham Eke 124,307 0.1% 124,307 0.1% Nil James Mellon* 56,504,968 37.3% 64,145,176 21.9% Nil Ian Stalker** 3,560,813 2.4% 3,616,267 1.2% 13,000,000 Euan Jenkins 2,000,000 1.3% 2,055,454 0.7% Nil Alex Borrelli Nil Nil Nil Nil Nil

* All these Shares held are by Galloway Limited, a company that is wholly-owned by Mr Mellon. ** All Shares noted against Mr Stalker’s name are held by Promaco Limited. Promaco Limited is owned 100 per cent. by Fiducs Limited as Trustees of The J Stalker Discretionary Settlement. The trust is a discretionary settlement. Ian Stalker was the settlor of the trust and his children are beneficiaries but have not received benefit from the trust to date.

6.2 As at the date of this document, the Directors and their respective Connected Persons hold the following Options and/or Warrants:

Shares subject Exercise Exercise Name Date of Grant to Option Price Vesting stages Period Ian Stalker 23 April 2021 13,000,000 US$0.048 100% vested on date of grant 5 years from the date of Admission Charles Fitzroy 23 April 2021 4,500,000 US$0.048 100% vested on date of grant 5 years from the date of Admission ––––––––––––– TOTAL 17,500,000 –––––––––––––

6.3 Save as disclosed in this document, none of the Directors, or any of their respective Connected Persons, has any interest, whether beneficial or non-beneficial, in any share capital of the Company.

6.4 Save as disclosed in this document, none of the Directors, or any of their respective Connected Persons, is interested in any related financial product (as defined in the AIM Rules for Companies) whose value in whole or in part is determined directly or indirectly be reference to the price of the Shares, including a contract for difference or a fixed odds bet.

6.5 There are no outstanding loans or guarantees provided by the Company for the benefit of any of the Directors nor are there any outstanding loans or guarantees provided by any of the Directors for the benefit of the Group.

6.6 Save as otherwise disclosed in this document, no Director has any interest, whether direct or indirect, in any transaction which is or was unusual in its nature or conditions or significant to the business of the Group.

6.7 Save as disclosed in this document, there are no contracts, existing or proposed, between any Director or parties in which they are interested and the Group.

237 10_261407 Bradda Head_pp223-imp (PART VII).qxp 08/07/2021 21:33 Page 238

6.8 In addition to their directorships in the Company, the Directors hold, and have during the five years preceding the date of this document held, the following directorships and partnerships:

Name Current directorships and partnerships Past directorships and partnerships Charles FitzRoy None None

Denham Eke Agronomics Limited Oilbarrel.com Limited Albany Management Limited West African Minerals Corporation Albany SIAG Development GbR Sharecrazy.com Limited Albany SIAG Gerwerbe 1 GbR Speymill plc Albany SIAG Gerwerbe 11 GbR Speymill Property Group (UK) Limited Albany SIAG Gerwerbe 111 GbR Spreadbet Magazine Limited Albany SIAG Wohnen 1 GbR Beckley Psytech Limited Albany SIAG Wohnen 11 GbR Blue Star Leasing Limited All Star Leisure (Group) Limited Manx Incahoot Limited Arundel Services Limited B.E. Global Services Limited betInternet.com (IOM) Limited betInternet.com NV Big Group plc BigSave Limited Billing Service Group Limited Blue Star Business Solutions Limited BMIP Limited Bradburn Limited Bradda Head Holdings Limited Burnbrae Belgium Limited Burnbrae Events Limited Burnbrae Group Limited Burnbrae Limited Burnbrae Media Holdings Limited Burnbrae Media Investments Limited Burnbrae Media Services Limited Burnbrae Spain SL Burnbrae Style Limited Burrow Head Limited Calabrese Holdings Limited Chester House Property Limited Clean Air Capital Limited Clean Air Capital Services Limited Clean Air Services Limited Conister Bank Limited Conister Finance & Leasing Ltd DBC Medical Ltd Dundrennan Limited ECF Asset Finance Ltd Edgewater Associates Limited European Collateral Finance Limited European Corporate Finance Limited European Leasing Limited European Wagering Services Limited Executive Club (IoM) Limited Galloway Limited Genseq Limited Good Dog Food Limited Horsfield Limited IC Technology (UK) Limited

238 10_261407 Bradda Head_pp223-imp (PART VII).qxp 08/07/2021 21:33 Page 239

Name Current directorships and partnerships Past directorships and partnerships Denham Eke Indigo Securities Limited (continued) Juvenescence AI Limited Juvenescence Limited Juvenescence UK Limited Juvent Holdings LimitedKG Antell (SIAG 16) KG Life Science Developments Ltd Mann Bioinvest (BVI) Limited Mann Bioinvest Limited Mann Pathfinder IC Manx Collections Limited Manx Financial Group plc Manx Financial Limited Master Investor Limited Mediqventures Limited Navrona Investments Limited Podenco Distribution Limited Podenco Evissa Distribution S,L, Podenco Global Limited SalvaRX Group PLC SCI Burnbrae Paris Scotsdale Properties Limited Shellbay Investments Limited Sleepwell Aviation Limited Sleepwell Construction Management Limited Sleepwell Hotels (UK) Limited (Isle of Man) Sleepwell Hotels (UK) Limited (UK) Sleepwell Hotels Limited Softline Distribution Limited Softline Limited Softline UK Limited Stonehaven Properties Limited Technical Facilities & Services Limited Teviot Company Limited Transbank Card Services Limited Transbank Limited TransSend Card Services Limited TransSend Holdings Limited TransSend Payments Limited Troon Properties Limited Watch&Wager.com Limited Watch&Wager.com LLC Webis Holdings plc Webis Holdings plc Wyatt Limited

Ian Stalker K92 Mining Inc. Premier African Minerals Limited UrAmerica Limited Azincourt Energy Corp Circum Minerals Limited Tai Lion Resources Nexus Gold Corp Kore Potash Limited K92 Holdings International Limited Plateau Energy Metals Inc. Condor Gold Plc LSC Lithium Corporation Helium One Global Limited Tombill Mines Ltd ARX Resources Limited

239 10_261407 Bradda Head_pp223-imp (PART VII).qxp 08/07/2021 21:33 Page 240

Name Current directorships and partnerships Past directorships and partnerships Jim Mellon Agronomics Limited Achte CRSE Wohnen GmbH Big Group Limited Binary Group Ltd Biogerontology Research Foundation Binary Investments (Europe) Limited Bradda Head International Limited Binary Limited Burnbrae Charlottenburg GmbH Brazilian Gold Corporation Burnbrae Germany East GmbH Burnbrae Schoenefeld GmbH Burnbrae Germany GmbH Burnbrae Kreutzberg GmbH Burnbrae Germany West GmbH Burnbrae Wilmserdorf GmbH Burnbrae Group Limited Burnbrae Germany North GmbH Burnbrae Limited Burnbrae Germany Commercial Burnbrae Lutzowstrasse GmbH GmbH (Burnbrae Commerical GmbH) Burnbrae Mitte GmbH Burnbrae Germany Residential GmbH Burnbrae Prinzlauer Berg GmbH (Burnbrae Residential GmbH) Burnbrae Sachsen GmbH Burnbrae Friedrichshain GmbH Burnbrae Spandau GmbH (Burnbrae Griedrichstein GmbH) Burnbrae Tempelhof GmbH Burnbrae Germany South GmbH Burnbrae Tiergarten GmbH Charlemagne Capital (IOM) Limited Burnbrae Wedding GmbH Charlemagne Capital Limited Calabrese Holdings Limited Cytox Limited Clean Air Capital Limited Digital View Inc Condor Gold Plc Digital View Ltd Extreme Opportunities Limited Discover Investment Company Fast Forward Innovations Limited Eidyn Trading Fixed-Odds Capital Ferrum Limited Global Glory Investment Limited Mann Bio Pathfinder Limited IC Technology (UK) Limited Mann Pathfinder IC Insilico Medicine, Inc. Microcap Partners Limited InSilico Medicine Hong Kong Limited Miraculins Inc Juvenescence AI Limited Neunte CRSE Wohnen GmbH Juvenescence Limited Plethora Solutions Holdings plc Mann Bioinvest (BVI) Limited Rivington Street Holdings plc Shaanxi Mann Bioinvest Limited Red Dragon Resources PLC Manx Financial Group plc Speymill Group Plc Mediqventures Limited Speymill Property Group (UK) Limited Podenco Global Limited Summit Therapeutics PLC Portage Biotech Inc. West African Minerals Corporation Regent Corporate Finance Limited WillandJim Limited Plc Regent Fund Management (Asia) Limited Regent Fund Management Limited Regent Metals Holdings Ltd Regent Pacific Group Limited SalvaRx Group Limited SalvaRx Group PLC SalvaRx Limited Shellbay Investments Limited Sleepwell Hotels (UK) Limited Sleewell Hotles Limited Speymill Deutsche Immobilien plc The Longevity Forum Limited Titec (BVI) Limited Wielandstrasse 5 Objekt GmbH Winter Limited

240 10_261407 Bradda Head_pp223-imp (PART VII).qxp 08/07/2021 21:33 Page 241

Name Current directorships and partnerships Past directorships and partnerships Euan Jenkins None None

Alex Borrelli Borrelli Capital Limited Black Sea Property PLC, Isle of Man BNB Recruitment Solutions PLC (formerly The Black Sea Property BWA Group plc Fund Limited, Jersey) BWA Resources (UK) Limited BMR Group PLC Greatland Gold Plc BMR Minas de Portugal LDA, Tiger Royalties and Investments plc Portugal Xpediator plc Callisto Resources Limited Enviro Mining Limited, Mauritius Enviro Zambia Limited, Mauritius Enviro Processing Limited, Zambia Enviro Props Limited, Zambia Kabwe Operations Limited, Mauritius Metal Tiger PLC Metal Capital Limited Metal Horse Limited Mineralfields Limited Mineralfields Group Limited Prego International Limited, Guernsey

6.9 Save as disclosed in paragraph 6.10 no Director has: 6.9.1 any unspent convictions in relation to indictable offences; 6.9.2 had any bankruptcy order made against him or entered into any individual voluntary arrangements or has had a receiver appointed to any asset of such director; 6.9.3 been a director of a company which has been placed in receivership, compulsory liquidation, creditors’ voluntary liquidation, administration, been subject to a company voluntary arrangement or any composition or arrangement with its creditors generally or any class of its creditors whilst he was a director of that company or within the 12 months after he ceased to be a director of that company; 6.9.4 been a partner of any partnership which has been placed into compulsory liquidation, administration or been the subject of a partnership voluntary arrangement whilst he was a partner in that partnership or within the 12 months after he ceased to be a partner in that partnership; 6.9.5 been the owner of any assets which have been the subject of a receivership; 6.9.6 been a partner in any partnership which has been placed in receivership whilst he was a partner in that partnership or within 12 months after he ceased to be a partner in that partnership; 6.9.7 been publicly criticised by a statutory or regulatory authority (including recognised professional bodies); or 6.9.8 been disqualified by a court from acting as a director of any company or from acting in the management or conduct of affairs of any company.

6.10 The Company has been informed that: 6.10.1 There was an arrest warrant for Jim Mellon which was issued by the Seoul South Korea prosecutor’s ofﬁce on 19 December 2000 and subsequently reissued on 14 January 2004. The warrant was due to remain valid and effective until 12 March 2010. The arrest warrant pertains to an alleged involvement in a conspiracy to manipulate the share price of Regent Securities Co., Ltd. Mr Mellon has informed the Company that he absolutely and categorically denies that this allegation has any substance. No evidence was produced against him and no further proceedings have taken place with no further developments in this matter since 2010.

241 10_261407 Bradda Head_pp223-imp (PART VII).qxp 08/07/2021 21:33 Page 242

6.10.2 On 3 September 2015, Speymill plc, a company of which Jim Mellon and Denham Eke were directors of at the time, entered into a voluntary liquidation and was subsequently dissolved on 6 July 2017. Mr Eke was also a director of subsidiary company Speymill Contracts Limited within one year of it entering into administration on 16 December 2012 and a director of Speymill Property Group (UK) Limited which entered into voluntary liquidation on 25 January 2016. At that time, the combined creditors of the Speymill Group were approximately £4.3 million, of which Jim Mellon and his interests were owed £3.9 million. 6.10.3 On 29 January 2014, Rivington Street Holdings plc, a company of which Jim Mellon and Denham Eke were directors at the time, entered into a voluntary liquidation. The creditors were owed approximately £4 million, of which Jim Mellon and his interests were owed £3.8 million. 6.10.4 On 3 January 2008, Bigsave Holdings plc, a company of which Jim Mellon was a director, entered into a voluntary liquidation. There were no unsatisfied creditors. 6.10.5 On 9 December 2005 Undervalued Assets Fund – Series One, a company of which Jim Mellon was a director, entered into a voluntary liquidation. There were no unsatisfied creditors. 6.10.6 On 8 April 2003, Regent Pacific Fund, a company of which Jim Mellon was a director, entered into a voluntary liquidation. There were no unsatisfied creditors. 6.10.7 Asian Opportunity Fund 1998 – Series I commenced voluntary liquidation on 5 February 2008 pursuant to its Articles and Association. Jim Mellon was a director within the 12 month periods preceding such date. There were no unsatisfied creditors. 6.10.8 Jim Mellon was a director of Regent Global Fund and Undervalued Assets Greater China Fund Series III, both of which went into voluntary liquidation. These two funds were liquidated with the consent of shareholders as the directors recommended that, due to a decline in the size of the funds, they were uneconomic. There were no unsatisfied creditors. 6.10.9 On 29 January 2014, Rivington Street Holdings plc, a company of which Jim Mellon was a director at the time, entered into a voluntary liquidation and was subsequently dissolved on 20 October 2017. The combined creditors of the company and its subsidiaries were owed approximately £4.0 million of which Galloway Limited, indirectly beneficially owned by Mr Mellon, was owed £3.8 million.

6.10.10Alex Borrelli was a director of BNB Recruitment Solutions plc (“BNB”) from 5 April 2007 until its liquidation on 25 January 2010. BNB was placed into administration on 29 June 2009 and entered into a creditors’ voluntary liquidation on 25 January 2010.

6.10.11 Alex Borrelli was a director of IAF Securities Limited (“IAF”) from 1 September 2008 until 18 January 2009. IAF entered into a creditors’ voluntary liquidation on 23 March 2009.

6.10.12 Mr Eke is a non-executive director and shareholder representative on the board of All Star Leisure (Group) Limited. All Star Leisure (Group) Limited appointed Administrators on 17 September 2019. No estimate of a creditor shortfall is currently available and the administration remains ongoing.

6.10.13Denham Eke was appointed a director of Roldec Systems plc on 10 April 1995. Roldec Systems pic was declared insolvent and entered creditor’s voluntary liquidation on 31 March 1999 with a deficit to creditors. Roldec Systems pic was dissolved on 17 April 2003.

242 10_261407 Bradda Head_pp223-imp (PART VII).qxp 08/07/2021 21:33 Page 243

7. Service agreements of Directors and Management 7.1 The Directors have held office with the Company as follows:

Name Commencement of office Charles FitzRoy 23 April 2021 Denham Eke 1 November 2009 Jim Mellon 5 October 2015 Ian Stalker 1 May 2019 Euan Jenkins 15 June 2019 Alex Borrelli 10 June 2021

Details of the service agreements and/or letters of appointment for each Director are set out below:

7.2 Charles FitzRoy, Chief Executive Officer On 23 April 2021 Mr FitzRoy entered into a service agreement with the Company and his appointment will continue until terminated upon six months’ written notice by either party (provided Admission takes place). Mr. FitzRoy shall be required to devote such time as may be reasonably required to enable him to carry out his duties to the Company under the service agreement but in any event devote not less than 40 hours per week for the Company. Mr. FitzRoy is paid a salary of £110,000 per annum which shall be reviewed annually. He is also entitled to receive discretionary option awards and bonus payments, subject to approval by the remuneration committee of the Company.

Mr. FitzRoy is subject to a number of restrictions commensurate with his position governing the extent to which he can compete with the Company post-termination of the service agreement. In the event of a change of control of the Company where the enterprise value of the Company’s Shares are valued at greater than £10,000,000 and Mr FitzRoy’s appointment is terminated within 6 months thereof, Mr FitzRoy shall be entitled to a payment equal to the gross amount of 18 months’ salary.

Mr FitzRoy has additional agreed that his contract will be subject to a minimum period of 12 months from Admission and thereafter terminable under the terms set out above.

7.3 Denham Eke, Finance Director Mr Eke was first appointed as the Finance Director of the Company on 1 November 2009. On 8 June 2021 Mr Eke entered into a service agreement with the Company pursuant to which his appointment will continue for an initial term of twelve months from 1 June 2021 and thereafter until terminated upon six months’ written notice by either party. Mr. Eke shall be required to devote such time as may be reasonably required to enable him to carry out his duties to the Company under the service agreement but in any event devote not less than 40 hours per month to services required by the Company. Following Admission Mr. Eke shall be paid a salary at the rate of £40,000 per annum. Mr Eke’s service agreement includes a commitment by Mr Eke to limit his outside interests (existing and any new roles he may consider), and to consult with Beaumont Cornish (the Company’s nominated adviser), to ensure he is able to perform his role effectively and commit the required time to the Company’s affairs while serving as Finance Director.

7.4 Jim Mellon, Non-Executive Director Mr. Mellon has executed a letter of appointment with the Company dated 21 June 2021 pursuant to which he has agreed to act as a Non-Executive Director of the Company and his appointment will continue until terminated upon one months’ written notice by either party. Mr. Mellon shall be required to devote such time as may be reasonably required to enable him to carry out his duties to the Company under his appointment letter, which is expected to be a minimum of five days per month. From and subject to Admission, Mr Mellon shall receive an annual fee of US$40,000. In addition, Mr. Mellon shall be paid fees in respect of any additional work required beyond three days per month at a rate to be agreed in good faith by the Company and Mr. Mellon.

7.5 Ian Stalker, Non-Executive Chairman Mr. Stalker has executed a letter of appointment with the Company dated 21 June 2021 pursuant to which he has agreed to act as Non-Executive Chairman of the Company and his appointment will continue until terminated upon six months’ written notice by either party. Mr. Stalker shall be required to devote not less than five (5) days per month (or such greater time as may be reasonably required)

243 10_261407 Bradda Head_pp223-imp (PART VII).qxp 08/07/2021 21:33 Page 244

to enable him to carry out his duties to the Company under his appointment letter. Mr Stalker’s appointment letter includes a commitment by Mr Stalker to limit his outside interests (existing and any new roles he may consider), and to consult with Beaumont Cornish (the Company’s nominated adviser), to ensure he is able to perform his role effectively and commit the required time to the Company’s affairs while serving as Non-Executive Chairman. From and subject to Admission, Mr Stalker shall receive an annual fee of US$40,000. Mr. Stalker is also entitled to receive discretionary option awards, subject to approval by the remuneration committee of the Company. In addition, Mr. Stalker shall be paid fees in respect of any additional work required beyond five days per month at a rate to be agreed in good faith by the Company and Mr. Stalker. In the event of a change of control of the Company where the enterprise value of the Company’s Shares are valued at greater than £10,000,000 and Mr Stalker’s appointment is terminated within 6 months thereof, Mr Stalker shall be entitled to a payment equal to the gross amount of 18 months’ fees.

In addition, Mr Stalker also provides additional consultancy services to the Company pursuant to a consultancy agreement entered into with Promaco Ltd which is summarised in paragraph 10.18 of this Part VII of this document below.

7.6 Euan Jenkins, Non-Executive Director Mr. Jenkins has executed a letter of appointment with the Company dated 21 June 2021 pursuant to which he has agreed to act as Non-Executive Director of the Company and his appointment will continue until terminated upon six months’ written notice by either party. Mr. Jenkins shall be required to devote such time as may be reasonably required to enable him to carry out his duties to the Company under his appointment letter, which is expected to be a minimum of five days per month. From and subject to Admission, Mr Jenkins shall receive an annual fee of US$40,000. In addition, Mr. Jenkins shall be paid fees in respect of any additional work required beyond five days per month at a rate to be agreed in good faith by the Company and Mr. Jenkins.

7.7 Alex Borrelli, Non-Executive Director Mr. Borrelli has executed a letter of appointment with the Company dated 21 June 2021 pursuant to which he has agreed to act as a Non-Executive Director of the Company and his appointment will continue until terminated upon six month’s written notice by either party. Mr. Borrelli shall be required to devote such time as may be reasonably required to enable him to carry out his duties to the Company under his appointment letter, which is expected to be a minimum of five days per month. From and subject to Admission, Mr Borrelli shall receive an annual fee of US$40,000. In addition, Mr. Borrelli shall be paid fees in respect of any additional work required beyond five days per month at a rate to be agreed in good faith by the Company and Mr. Borrelli.

7.8 Jim Guilinger, Chief Operating Officer (non-board position) Mr. Guilinger has executed a letter of appointment with the Company dated 21 June 2021 pursuant to which he has agreed to act as a chief operating officer of the Company and his appointment will continue until terminated upon three months’ written notice by either party. Mr Guilinger’s services in connection with this role are provided pursuant to the WIM Consultancy Agreement (summarised in paragraph 10.17 of this part VII of this document) which also covers the remuneration due to Mr Guilinger.

7.9 Piotr Schabik, Chief Financial Officer Mr Schabik was appointed as the Company’s Chief Financial Officer on 1 June 2021. On 8 June 2021 Mr Schabik entered into a service agreement with the Company and his appointment will continue for an initial term of twelve months and thereafter until terminated upon six months’ written notice by either party. Mr. Schabik shall be required to devote such time as may be reasonably required to enable him to carry out his duties to the Company under the service agreement but in any event devote not less than 40 hours per month to services required by the Company. Following Admission Mr. Schabik shall be paid a salary at the rate of £20,000 per annum.

8. Significant Shareholders 8.1 As at the date of this document and on Admission, save for the interests of the Directors, which are set out in paragraph 6 above, the Company is aware of the following persons who are or will hold,

244 10_261407 Bradda Head_pp223-imp (PART VII).qxp 08/07/2021 21:33 Page 245

directly or indirectly, voting rights representing three per cent. or more of the issued share capital of the Company to which voting rights are attached.

Number Number % of of Shares % of of Shares Enlarged currently Existing held at Share Name held Shares Admission Capital Jim Mellon* 56,504,968 37.3% 64,145,176 21.9% Jason Macdonald** 14,095,706 9.3% 14,095,706 4.8% Zenith Minerals Limited 22,727,771 15.0% 43,959,305 15.0% Anthony Baillieu 14,088,723 9.3% 14,365,996 4.9% IG Market Ltd*** Nil Nil 27,833,421 9.5%

* Including Shares held by Galloway Limited, a company that is indirectly owned by Mr Mellon. ** Held by Bramlea Pty Ltd as trustee for the J & E Macdonald Trust, a trust of which Jason Macdonald is the ultimate beneficiary. *** 23,287,966 shares, being 7.9 per cent. of the shares on Admission, held by IG Markets Ltd’s are held on behalf of Mr. Liam Hale.

8.2 All Shareholders have the same voting rights.

8.3 To the best of the Directors’ knowledge, the Company is not directly or indirectly owned or controlled by any Shareholder or any other person. A relationship agreement has been entered into by the Company, Beaumont Cornish, Shard Capital, Peterhouse Capital, Galloway Limited, James Mellon and Anthony Baillieu pursuant to which Galloway Limited and Mr. Baillieu ownership of shares in the Company is regulated. A summary of the relationship agreement is set out in paragraph 10.9 of this Part VII. Otherwise, there are no measures in place to prevent or regulate the ownership or control of the Company.

8.4 To the best of the Directors’ knowledge, there are no arrangements in place which may at a subsequent date result in a change in control of the Company.

9. Options and warrants The following Warrants and Options are outstanding in relation to the Shares as at the date of this document and as at Admission.

245 10_261407 Bradda Head_pp223-imp (PART VII).qxp 08/07/2021 21:33 Page 246

9.1 Existing options Shares subject Exercise Exercise Name Date of Grant to Option Price Vesting stages Period Jim Guilinger 30 April 2018 1,460,252 US$0.048 l 1/3 on Admission 5 years l 1/3 on 1st anniversary of from the Admission date of l 1/3 on 2nd anniversary of Admission Admission Cassipeia 30 April 2018 146,025 US$0.15668 100% vested on date of grant 5 years Services Ltd from the date of Admission Jim Guilinger 21 March 2019 200,000 US$0.048 l 1/3 on 1st anniversary of date 5 years of grant from the l 1/3 on 2nd anniversary of date date of of grant Admission l 1/3 on 3rd anniversary of date of grant Ian Stalker 23 April 2021 13,000,000 US$0.048 100% vested on date of grant 5 years from the date of Admission Charles Fitzroy 23 April 2021 4,500,000 US$0.048 100% vested on date of grant 5 years from the date of Admission Piotr Schabik 23 April 2021 500,000 US$0.048 100% vested on date of grant 5 year from the date of Admission ––––––––––––– TOTAL 19,606,277 –––––––––––––

9.2 Existing warrants At present, there are no warrants outstanding.

9.3 New options No new options will be granted by the Company at Admission.

9.4 New warrants The Company has agreed to issue the following warrants on Admission:

Shares subject Exercise Exercise Name Date of Grant to Option Price Period Shard Capital Partners LLP 19 July 2021 742,792 8.25p 3 years from Admission Peterhouse Capital Limited 19 July 2021 1,511,754 8.25p 3 years from Admission Beaumont Cornish Limited 19 July 2021 1,818,182 5.5p 5 years from Admission ––––––––––––– TOTAL 4,072,728 –––––––––––––

246 10_261407 Bradda Head_pp223-imp (PART VII).qxp 08/07/2021 21:33 Page 247

10. Material contracts Set out below is a summary of: (i) each material contract entered into by any member of the Group other than those entered into in the ordinary course of business to which the Company or any other member of the Group is a party within the two years immediately preceding the date of this document; (ii) all material subsisting agreements which are included within or which relate to the assets and liabilities of the Company and/or the Group.

The Company Documents relating to Admission 10.1 Letter of Engagement with Beaumont Cornish An engagement letter dated 19 March 2021 was signed with Beaumont Cornish under which they have agreed to act as the Company’s nominated adviser in relation to Admission.

The following fees are payable to Beaumont Cornish pursuant to the engagement letter: (i) a corporate finance fee of £105,000; (ii) an annual retainer of £50,000 plus applicable VAT payable in equal amounts quarterly on and subject to the terms of the Nominated Adviser Agreement summarised in paragraph 10.4 of this part VII of this document. The Company will reimburse Beaumont Cornish for any out of pocked expenses.

10.2 Letter of Engagement with Shard Capital In accordance with an engagement letter dated 12 May 2021, the Company appointed Shard Capital as a joint broker and Shard Capital has agreed to provide brokerage and placing services to the Company and other services ancillary to the Admission.

The following fees are payable to Shard pursuant to the engagement letter: (i) a placing commission of 5 per cent. in respect of all funds raised by Shard Capital in connection with the Placing and a commission of 0.5 per cent. in respect of all funds that are settled through Shard Capital but are raised by any other parties; (ii) grant to Shard Capital warrants representing 2 per cent. of funds raised by Shard Capital, such warrants to be exercisable at a 50 per cent. premium to the Issue Price and exercisable for 3 years; and (iii) an annual retainer of £40,000 plus applicable VAT payable in equal amounts quarterly, £15,000 of which is to be applicable to research and (iv) a corporate finance fee of £15,000 upon completion of the Placing. The Company will reimburse Shard Capital for any out of pocked expenses. The appointment of Shard Capital as a broker will remain in place for a minimum period of 12 months from the date of the appointment and continue thereafter until terminated by either party giving not less than 2 months’ written notice.

10.3 Letter of Engagement with Peterhouse Capital In accordance with an engagement letter dated 9 June 2021, the Company appointed Peterhouse Capital as a joint broker and Peterhouse Capital has agreed to provide brokerage and placing services to the Company and other services ancillary to the Admission.

The following fees are payable to Peterhouse Capital pursuant to the engagement letter: (i) a placing commission of 5 per cent. in respect of all funds raised by Peterhouse in connection with the Placing; (ii) grant to Peterhouse Capital warrants representing 2 per cent. of funds raised by Peterhouse Capital, such warrants to be exercisable at a 50 per cent. premium to the Issue Price and exercisable for 3 years; (iii) an annual retainer of £25,000 plus applicable VAT payable in equal amounts quarterly and (iv) a success fee of £15,000 upon completion of the Placing. The Company will reimburse Peterhouse Capital for any out of pocked expenses. The appointment of Peterhouse Capital as a broker will remain in place for a minimum period of 12 months from the date of the appointment and continue thereafter until terminated by either party giving not less than 2 months’ written notice.

10.4 Nominated Adviser Agreement A nominated adviser agreement dated 8 July 2021 (and which subject to Admission replaces all previous agreements between the Company and Beaumont Cornish in relation to nominated adviser services) was entered into by the Company and Beaumont Cornish under which Beaumont Cornish agreed to act as the nominated adviser to the Company for the purposes of the AIM Rules for Companies for an initial term of twelve months commencing on the date of Admission and terminable thereafter on 30 days’ written notice by either party.

247 10_261407 Bradda Head_pp223-imp (PART VII).qxp 08/07/2021 21:33 Page 248

10.5 Placing Agreement A Placing Agreement dated 8 July 2021 was entered into between the Company, Beaumont Cornish, Shard Capital, Peterhouse Capital and the Directors, under which Shard Capital and Peterhouse Capital conditionally agreed to use their reasonable endeavours to procure subscribers for the Placing Shares at the Issue Price. Under the Placing Agreement the Company agreed to: (a) pay Beaumont Cornish a corporate finance fee of £105,000 less amounts already paid to date; (b) pay to Shard Capital a commission of 5 per cent. of the gross proceeds raised from the Placing Shares issued to investors introduced by Shard Capital, and a commission of 0.5 per cent. (zero point five per cent.) of all funds that are settled through Shard but are raised by other parties; and (c) pay to Peterhouse Capital a commission of 5 per cent. of the gross proceeds raised from the Placing Shares issued to investors introduced by Peterhouse;

(d) pay to Shard an annual retainer of £40,000, £15,000 of which is to be applicable to research, and pay to Peterhouse an annual retainer of £25,000; and

(e) pay to each of Shard and Peterhouse a corporate finance fee of £15,000.

The Placing Agreement contains warranties given to Beaumont Cornish, Shard Capital and Peterhouse Capital by the Company, the Directors and an indemnity given to Shard Capital and Peterhouse Capital by the Company.

Beaumont Cornish, Shard Capital and Peterhouse Capital are entitled to terminate their obligations under the Placing Agreement in certain specified circumstances prior to Admission.

The Placing Agreement is governed by the laws of England and Wales.

10.6 Shard Capital Warrant Agreement Pursuant to a deed of warrant grant between the Company and Shard Capital dated 8 July 2021, as part of the consideration for Shard Capital acting as joint broker in relation to the Placing, the Company has agreed to grant Shard Capital warrants to subscribe for 742,792 new Shares exercisable at a price per share representing a 50 per cent. premium to the Issue Price on or before the third anniversary of Admission.

10.7 Peterhouse Capital Warrant Agreement Pursuant to a deed of warrant grant between the Company and Peterhouse Capital dated 8 July 2021, as part of the consideration for Peterhouse Capital acting as joint broker in relation to the Placing, the Company has agreed to grant Peterhouse Capital warrants to subscribe for 1,511,754 new Shares exercisable at a price per share representing a 50 per cent. Premium to the Issue Price on or before the third anniversary of Admission.

10.8 Beaumont Cornish Warrant Agreement Pursuant to a deed of warrant grant between the Company and Beaumont Cornish dated 8 July 2021, as part of the consideration for Beaumont Cornish acting as nominated adviser in relation to the Placing, the Company has agreed to grant Beaumont Cornish warrants to subscribe for 1,818,182 new Shares exercisable at a price per share representing a 50 per cent. premium to the Issue Price on or before the fifth anniversary of Admission.

10.9 Relationship Agreement On 8 July 2021, the Company, Beaumont Cornish, Shard Capital, Peterhouse Capital, Galloway Limited, Mr. James Mellon and Mr. Anthony Baillieu entered into a relationship agreement under which Galloway Limited, Mr. Mellon and Mr. Baillieu have undertaken, for so long as they together hold Shares representing 20 per cent. or more of the voting capital of the Company, among other things, that it will (and, in relation to its associates, will procure that each of its associates will) (unless it has first received the consent of Beaumont Cornish and the Company (such consent not to be unreasonably withheld):

248 10_261407 Bradda Head_pp223-imp (PART VII).qxp 08/07/2021 21:33 Page 249

(a) refrain from exercising their voting rights to elect or remove any person to or from the Board if the same would result in there ceasing to be at least two directors of the Board who are Independent Directors; (b) keep, confidential to the Company relevant confidential information: (c) exercise voting rights (if any) and take all other reasonably necessary steps to procure (amongst other matters): (i) the Company and its subsidiaries are capable at all times of carrying on their business independently of the Shareholders and any Connected Persons of it and in accordance with the AIM Rules; (ii) all transactions, agreements or arrangements entered into between the Shareholders or any Connected Persons are, and will be made, on an arm’s length basis and on normal commercial terms and shall be approved and their enforcement, termination, implementation or amendment determined by the Independent Directors alone on behalf of the Group; (iii) no variations are made to the Articles that would be contrary to the Company’s independence from the Shareholders and their Connected Persons; (iv) there is and remains at all times not fewer than two Independent Directors; (v) the cancellation of the admission of the Shares to trading on AIM is not sought or implemented for a minimum period of 12 months from Admission and thereafter without the prior written approval of the Independent Directors;

Enforcement of the Relationship Agreement is reserved as a matter for the Independent Directors.

The agreement is effective for so long as Galloway Limited, James Mellon and Mr. Baillieu and their connected persons holds in aggregate shares in the capital of the Company representing 20 per cent. or more of the Company’s entire issued ordinary share capital.

The Relationship Agreement is governed by the laws of England and Wales.

10.10 Lock-in Agreement A lock-in agreement dated 8 July 2021 was executed among the Company, Beaumont Cornish, Shard Capital, Peterhouse Capital, the Directors and the Locked-in Persons, pursuant to which each of the Locked-In Persons has undertaken save in certain circumstances not to sell or otherwise dispose of or agree to sell or dispose of certain interests in Shares (including Shares acquired after the date of Admission in the case of the Locked-in Persons other than Anthony Baillieu and Jason Macdonald) (the “Lock Shares”) for a period of twelve months commencing on the date of Admission. In addition, the Locked-in Persons (in respect of themselves and in respect of their related parties) have further undertaken that they will be subject to orderly market arrangements during the following twelve months after the initial one year lock-in period (the “Orderly Market Period”). The orderly market arrangements set out a release schedule for the Lock Shares as set out below save that 100 per cent. of Lock Shares shall be released should the volume weighted average price of Shares on AIM over any five trading period during the Orderly Market Period exceed 200 per cent. of the Issue Price.

Number of Lock Shares Released Period from Admission 20% of Lock Shares 12 months 20% of Lock Shares 15 months 30% of Lock Shares 18 months all remaining Lock Shares 24 months

In addition: (r) the Company’s brokers from time to-time will have five Business Days to place the relevant Lock Shares during the Orderly Market Period, following which the selling party may sell through their own broker or agent; and

249 10_261407 Bradda Head_pp223-imp (PART VII).qxp 08/07/2021 21:33 Page 250

(s) the Locked-in Persons undertake to Beaumont Cornish and the Joint Brokers to consult with them in good faith in order to ensure that any disposal does not create a disorderly market in the Company’s Shares and in doing so shall have due regard to the reasonable representations of Beaumont Cornish and the Joint Brokers prior to any disposals.

The Locked-In Persons hold 142,159,853 Shares (excluding the 277,273 Shares subscribed by Anthony Baillieu pursuant to the Placing) representing 48.5 per cent. of the Enlarged Share Capital, options to acquire a further 19,460,252 Shares at US$0.48 per Share.

Acquisitions and joint venture arrangements 10.11 Share purchase agreement relating to Bradda Head Limited (“BHL”) Pursuant to a share purchase agreement dated 4 January 2018 (the “Acquisition Agreement”) the Company acquired the entire issued share capital of BHL. The sellers of BHL to the Company were (i) Bradda Head International Limited (ii) Anthony Baillieu (iii) Greg Bailey (iv) J & E MacDonald Trust (v) Galloway Limited (vi) Inspirit Projekt GmbH (vii) Arusha Limited (viii) Reepa Limited (ix) Arbol Limited and (x) Torello Capital S.A.R.L (together the “BHL Sellers”). In consideration for the acquisition of 5,775,000 shares of no par value in BHL, (the “BHL Shares”) the Company issued to the BHL Sellers 387,009,297 Shares at a price per Ordinary Share of US$ 0.01566822825. (being an aggregate amount of US$6,063,750). The Acquisition Agreement includes standard representations and warranties which have now lapsed. The Acquisition Agreement is governed by English Law.

10.12 Joint venture agreement between Bradda Head Limited and Zenith Minerals Ltd On 28 February 2017, BHL entered into a letter agreement with Zenith Minerals Ltd (“Zenith“), pursuant to which BHL agreed to farm-in to assets owned by Zenith and via its wholly owned subsidiaries relating to lithium exploration tenements in the Americas (excluding the United States of America) (the “JV and Farm-in Agreement”). The JV and Farm-in Agreement was the document governing BHL’s initial interests in the Projects, however this was terminated pursuant to the JV Termination Deed summarised in paragraph 10.13 of this part VII of this document.

10.13 JV Termination Deed On 11 January 2021, BHL, the Company, Zenith, Earaheedy and Zenolith entered into a deed and agreement of termination pursuant to which the JV and Earn-in Agreement was terminated (“JV Termination Deed”).

Pursuant to the JV Termination Deed it was agreed that BHL would be released from its earn-in obligations to fund the business of the Group and that each party would waive any claims that they had against the other. Zenith and Earaheedy also released any entitlement they may have to any royalty arising in respect of the operations of Zenolith. Earaheedy also agreed to transfer and assign its 45 per cent. interest in Zenolith to BHL in consideration for which the Company and BHL agreed to: (i) pay US$250,000 in cash to Zenith immediately upon entry into the JV Termination Deed; and (ii) issue to Zenith 11,741,500 ordinary shares in the capital of the Company, representing 15 per cent. of the entire issued share capital of the Company. These shares were issued to Zenith at an implied price of US$0.048 per share.

For a period of 24 months from entry into the JV Termination Deed, or if earlier, up until Admission, to the extent that any further shares are issued by the Company it was also required to issue Shares to Zenith in order to ensure that Zenith continued to hold a 15 per cent. shareholding in the Company. Accordingly, on Admission the Company will issue to Zenith the Zenith Shares.

Each of the parties provided standard form title and capacity warranties to the other. In addition, the Company warranted to keep Zenith up to date on material corporate or technical milestones or developments in order for Zenith to comply with its obligations as an ASX-listed company. Each party’s liability under the JV Terminated Deed is capped at US$250,000.

The JV Termination Deed is governed by the laws of England and Wales.

250 10_261407 Bradda Head_pp223-imp (PART VII).qxp 08/07/2021 21:33 Page 251

10.14 Subscription agreement relating to Zenolith (USA) LLC Pursuant to a subscription agreement, (the “Zenolith Subscription Agreement”) dated 28 February 2018, BHL purchased its initial 55 per cent. of the membership interests in Zenolith (the “Zenolith Interest”). In consideration for the Zenolith Interest, BHL paid an aggregate purchase price of US$5.50.

BHL gave standard form title and capacity warranties to Zenolith in connection with its subscription for the Zenolith Interest. Furthermore, BHL was required to give certain warranties and representations with respect to the fact that it is not a US incorporated company and that therefore it would deal in the Zenolith Interest in accordance with US securities laws. Zenolith provided standard form title and capacity warranties to BHL in connection with BHL’s subscription for the Zenolith Interest. Furthermore, warranties were given to BHL (qualified by matters within the knowledge of BHL) in respect of the mining claims, permits and leases held by Zenolith at that time. Warranties were in respect of title, good standard, no litigation, no encumbrances, compliance with applicable laws and that all payments required to be made having been made. Each of BHL and Zenolith indemnified one another in respect of losses, claims, costs, damages, liabilities and expenses arising from any breach or inaccuracy of any representation, warranty or covenant of the Zenolith Subscription Agreement.

The Zenolith Subscription Agreement is governed by Delaware Law.

10.15 Zenolith LLC Agreement On 14 January 2021, Zenolith and its only member, BHL, entered into a Limited Liability Company Agreement (the “Zenolith LLC Agreement”). The sole manager of Zenolith is Jim Guilinger who may be removed with or without cause by BHL. The Zenolith LLC Agreement is governed by the laws of Delaware. The Zenolith LLC Agreement was entered into to replace the prior LLC agreement which was terminated by virtue of the JV Termination Deed.

10.16 Burro Creek option agreement dated 24 October 2016 On 24 October 2016 Zenolith entered into an option agreement with St. Cloud Mining Company (“St. Cloud”) and Cheto Partners, LLC (“Cheto”) in respect of Burro Creek (the “Burro Creek Option Agreement”). Cheto is the lessee of certain mineral rights granted by the State of Arizona in relation to the lithium clay projects located on the east side of Burro Creek near Kingman, Arizona (“Burro Creek East”). Cheto and St. Cloud are parties to a lease dated 9 September 2010 whereby Cheto has granted leasehold mining rights to St. Cloud for a term of up to 30 years. The Burro Creek Option Agreement sets out the understanding between Zenolith, Cheto and St. Cloud pursuant to which Zenolith may acquire a 100 per cent. interest in Burro Creek. The provisions of this lease are suspended whilst the Burro Creek Option Agreement continues in force.

Zenolith was required to make a payment of US$10,000 to St. Cloud and Cheto and incur a minimum of US$100,000 in expenditures in relation to Burro Creek East within 12 months from the expiry of the initial 90-day due diligence period under the Burro Creek Option Agreement. Following that period, further cash payments of US$20,000 on or prior to each 12 month anniversary of the due diligence period and minimum expenditure of at least $50,000 per annum is required to be paid by Zenolith.

In order to exercise the option to acquire Burro Creek East, Zenolith is required to pay St Cloud and Cheto a total amount of US$600,000 at any time before the earlier of (i) 5 years of the expiry of the due diligence period and (ii) the date upon which commercial production of lithium or other materials from Burro Creek East commences. If Zenolith wishes to extend the term of the option, it may do so for a further 2 years by making cash payments to St. Cloud and Cheto of US$50,000 for each year extended. Furthermore, if the option is extended then the price payable to exercise the Option in the extension period is increased to US$750,000 payable at any time before the earlier of (i) 7 years of the expiry of the due diligence period and (ii) the date upon which commercial production of lithium or other materials from Burro Creek East commences.

Usual title and capacity warranties and representations were given by St. Cloud and Cheto to Zenolith, together with warranties and representations in relation to the Burro Creek East asset confirming (inter alia) that it is in good standing, it is free and clear of litigation and encumbrances and that there has been no violation of laws. Zenolith gave warranties and representations regarding its capacity to enter into the agreement. Zenolith has provided an indemnity to Cheto and St. Cloud in relation to

251 10_261407 Bradda Head_pp223-imp (PART VII).qxp 08/07/2021 21:33 Page 252

losses incurred in relation to the warranties and representations given by it, and also regarding any breach of the Burro Creek Option Agreement. Cheto and St. Cloud have given the same indemnity to Zenolith.

Whilst the option remains in force but unexercised, Zenolith will be the operator of programs in respect of Burro Creek East. Zenolith shall have the right and option (subject to the authority imposed by the BLM) to carry out exploration works at Burro Creek East and shall be responsible for all obligations and liabilities that result from its actions associated with Burro Creek including the costs to keep Burro Creek East in good standing.

During the term of the Burro Creek Option Agreement, there shall be an area of interest around Burro Creek East which comprises any lands within 1 mile of the outermost boundary of Burro Creek East. If any land within the area of interest is staked or acquired during the term of the Burro Creek Option Agreement by any party, that party must offer to have those rights included in the Burro Creek Option Agreement. Prior to making any such acquisition, the acquiring party must consult with the other parties. The non-acquiring party will have 30 days to elect whether to accept the offer or not and if the acquisition is made during the term of the option, Zenolith will be required to solely fund the costs of acquisition (which will count towards its expenditure obligations).

The Burro Creek Option Agreement is governed by the laws of Arizona and the Federal laws of the USA, as applicable. Disputes shall be resolved by arbitration in Tucson, Arizona.

Other Material Contracts 10.17 World Industrial Minerals consultancy agreement On 28 July 2016, Zenolith entered into a consultancy agreement with World Industrial Minerals LLC (“WIM”) pursuant to which WIM provides services such as geological mapping, sampling, lease application and claim staking, tenure management and advice, geological supervision and management, drill core and drill chip logging as required from time to time. In performing these services, WIM makes available the services of Jim Guilinger, who has been made available as Chief Operating Officer of the Company. WIM is paid a consultancy fee of US$880 per day which is paid twice monthly in arrears. In addition, fees for other services provided are to be pre-agreed in writing between Zenolith and WIM. WIM is subject to usual confidential and IP provisions protecting Zenolith. Furthermore, WIM is required to maintain all necessary insurances. WIM has indemnified Zenolith against losses, costs and expenses in relation to (i) against any default, fraudulent, teckless or negligent act by WIM or Jim Guilinger (ii) any breach of the consultancy agreement (iii) misuse of confidential information; and (iv) any infringement of Zenolith’s intellectual property. The consultancy agreement could originally be terminated by the Company on 21 days’ notice however pursuant to Jim Guilinger’s appointment letter the termination notice period was altered to 3 months, served by either party. Furthermore, the engagement may also be terminated immediately in usual default circumstances (including for breach of the agreement). The governing law of the agreement is the law in force in the state or territory in which the majority of services are provided by WIM, and the non-exclusive jurisdiction submitted to is also that state or territory.

10.18 Promaco Limited consultancy agreement The Company entered into a consultancy agreement with Promaco Ltd (a company owned by Fiducs Limited as Trustees of The J Stalker Discretionary Settlement) ) (“Promaco”) on 21 June 2021 pursuant to which it is appointed as the Company’s consultant and it makes available the services of Mr Ian Stalker to assist provide relevant business experience, advice and assistance to the Company in the development and improvement of the Company’s business to attract investors into it, or to attract a buyer of the business. The appointment of Promaco shall continue unless and until terminated upon six months’ notice. Pursuant to the agreement, Promaco is paid a basic consultancy fee of US$80,000 per annum. In the event of a change of control of the Company where the enterprise value of the Company’s Shares are valued at greater than £10,000,000 and the consultancy agreement is terminated within 6 months thereof, Promaco shall be entitled to a payment equal to the gross amount of 18 months’ fees. The Promaco consulting agreement includes a commitment to provide the services of Mr Stalker for a minimum of 10 days per month (in addition to Mr Stalker’s personal time commitment as a Director of the Company under a letter of appointment directly with the Company, and for Mr Stalker to limit his outside interests (existing and any new roles he may

252 10_261407 Bradda Head_pp223-imp (PART VII).qxp 08/07/2021 21:33 Page 253

consider), and for Promaco to consult with Beaumont Cornish (the Company’s nominated adviser), to ensure Promaco is able to perform the services under the consulting agreement effectively.

10.19 Land broker agreement On 20 April 2018 BHL and Jim Bourbeau Land Service, Inc (“Jim Bourbeau”) entered into a land broker agreement (the “LBA”) pursuant to which BHL engaged Jim Bourbeau in connection with its ongoing programs in the USA for the purposes of exploring for, acquiring and exploiting mineral reserves. In particular, Jim Bourbeau is engaged to assist BHL in the performance of general land functions, represent BHL in meetings with third parties and to provide transitional support to BHL’s land personnel. A range of fees between US$250-US$450 per day is payable to Jim Bourbeau, depending on the services provided (and in some cases are paid by reference to hours rather than full days). In addition, expenses incurred are to be reimbursed. The LBA contains confidentiality and non-compete provisions which will be in force for the duration of the MLSC and 12 months after termination. Each of BHL and Jim have indemnified the other for any losses arising in relation to the LBA. The LBA may not be assigned without the written consent of the other party. The term of the LBA is initially for 30 days and it shall continue thereafter until terminated on 5 days written notice. Assignment requires the prior written consent of the other party. The LBA is governed by the laws of Pennsylvania.

10.20 Galloway Loan Note Agreement On 16 August 2019, the Company and Galloway Limited entered into a loan agreement pursuant to which Galloway Limited made available to the Company an unsecured convertible loan in the aggregate principal amount of US$350,000. Interest accrues in respect of the loan amount at a rate of 10 per cent. per annum and is to be settled as and when the loan is either repaid or converted into Shares in the capital of the Company. The loan was due to be repaid on 31 December 2019 but this was extended to 31 December 2024 pursuant to an extension letter entered into by the Company and Galloway Limited on 13 December 2019. The loan shall automatically be converted into Shares in the capital of the Company immediately prior to (i) an IPO or (ii) a fundraising of US$3,000,000 or more by the Company. If converted on an IPO, the conversion price shall be the IPO price, and if converted on completion of an eligible fundraising, the conversion price shall be at a 20 per cent. discount to the fundraising price. Pursuant to a letter of variation entered into by the Company and Galloway Limited on 21 May 2021, it has been acknowledged that a further $145,925 has been advanced by Galloway Limited to the Company pursuant to the loan note agreement. As at 16 July 2021, being the last practical date prior to Admission, the total balance due in respect of amounts loaned and interest accrued pursuant to this Agreement is expected to be US$584,026. Assuming a conversion rate of £1: US$1.4 and conversion taking place at the expected IPO price of £0.0055, these notes will be converted into 7,584,753 CLN Shares on Admission.

10.21 December 2019 Convertible Loan Note Instrument Pursuant to a convertible loan note instrument executed on 30 December 2019, the Company constituted up to £3,000,000 of convertible loan notes (the “Notes”). The Notes were to be issued in tranches of £1,000 each and were unsecured. Interest was payable in connection with the Notes at the rate of 5 per cent. per annum, such interest being payable as and when the Notes were redeemed or converted into shares in the Company. The Notes were to be converted into Shares of the Company on the occurrence of either (i) a sale of the entire issued share capital of the Company (ii) a listing of the Company’s shares or (iii) upon completion of a fundraising of $1,000,000 or more in a single fundraise round. Pursuant to a letter of variation dated 21 May 2021, it was agreed that the maturity date for the Notes be extended to 31 December 2024 and that the Notes be convertible on completion of a fund raising greater than $1 million at a price per share equal to a 20 per cent. discount to the price per share paid by the investors on the fund raising, being the same terms as the working capital loan made available pursuant to the agreement specified in paragraph 10.22 below. As at 21 May 2021, the total balance due in respect of amounts loaned and interest accrued pursuant to the Notes was $990,697 (assuming a conversion rate of £1: US$1.4). Accordingly, this loan was converted into 25,799,401 Shares on 21 May 2021 at a conversion price of US$0.0384 per Share, being a 20 per cent. discount to the price per share applicable to the Company’s fundraise completed in May 2021.

253 10_261407 Bradda Head_pp223-imp (PART VII).qxp 08/07/2021 21:33 Page 254

10.22 February 2021 Working Capital Loan Agreement On 17 February 2021, the Company and Galloway Limited entered into a loan agreement pursuant to which Galloway Limited made available to the Company an unsecured loan facility in the aggregate principal amount of US$500,000 for working capital purposes, to be drawn from weekly by the Company. No interest accrued in respect of the loan but a US$25,000 fee was charged by Galloway Limited which remains outstanding. The loan agreement originally provided that the loan was to be repaid in full on the earlier of (i) the first anniversary and (ii) on completion of a fundraising by the Company. Pursuant to the letter of variation referred to in paragraph 10.21 above, it was agreed that the principal amount made available pursuant to the agreement was increased to US$560,000, such additional amounts having been drawn previously and the conversion terms be varied. As at 21 May 2021, the total balance outstanding pursuant to this agreement was US$585,000. These amounts were converted into 15,234,375 Shares on 21 May 2021 at a conversion price of US$0.0384 per Share, being a 20 per cent. discount to the price per Share applicable to the Company’s fundraise completed in May 2021.

11. CREST and the Depositary arrangements Following Admission, Shares may be delivered, held and settled in CREST by means of the creation of dematerialised depositary interests representing such Shares. Pursuant to a method under which transactions in international securities may be settled through the CREST system, the Depositary will issue the Depositary Interests. The Depositary Interests will be independent securities constituted under English law which may be held and transferred through the CREST system.

The Depositary Interests will be created pursuant to, and issued on the terms of, the deed poll executed by the Depositary on 4 March 2010 in favour of the holders of the Depositary Interests from time to time (the “Deed Poll”). The Deed Poll is summarised in paragraph 11.1 below. Prospective holders of Depositary Interests should note that they will have no rights in respect of the underlying Shares, or the Depositary Interests, representing them against CREST or its subsidiaries.

Shares will be transferred or issued to an account for the Depositary held by the Custodian. The Depositary shall pass on, and shall ensure that the Custodian passes on, to the holders of all Depositary Interests all rights and entitlements which the Depositary or Custodian receives in respect of the Shares such as any such rights or entitlements to cash distributions, to information to make choices and elections, and to attend and vote at general meetings.

The Depositary Interests will have the same security code (ISIN) as the underlying Shares and will not require a separate application for admission to trading on AIM. The depositary services and custody services agreement is summarised in paragraph 11.2 below and the registrar agreement is summarised in paragraph 11.3 below.

11.1 Depositary Interests – Terms of the Deed Poll Prospective acquirers of Shares are referred to the Deed Poll available for inspection at the offices of the Depositary or by written request to the Depositary (subject to a reasonable copying charge). In summary, the Deed Poll contains, among other things, provisions to the following effect which are binding on holders of Depositary Interests. The Depositary will hold (itself or through its nominated Custodian), as bare trustee, the Shares issued by the Company and all and any rights and other securities, property and cash attributable to the Shares and pertaining to the Depositary Interests for the benefit of the holders of the relevant Depositary Interests.

Holders of the Depositary Interests warrant, among other things, that the securities in the Company transferred or issued to the Custodian on behalf of the Depositary and for the account of the holders of Depositary Interests are free and clear from all liens, charges, encumbrances or third party interests and that such transfers or issues are not in contravention of the Company’s Articles nor any contractual obligation, law or regulation. The holder of Depositary Interests indemnifies the Depositary for any losses it incurs as a result of breach of this warranty.

The Depositary and the Custodian must pass on to holders of Depositary Interests and exercise on behalf of Depositary Interest holders all rights and entitlements received or to which they are entitled in respect of the Shares which are capable of being passed on or exercised. Rights and entitlements

254 10_261407 Bradda Head_pp223-imp (PART VII).qxp 08/07/2021 21:33 Page 255

to cash distributions, to information to make choices and elections and to attend and vote at meetings shall, subject to the Deed Poll, be passed on to the holders of Depositary Interests upon being received by the Custodian and in the form in which they are received by the Custodian together with any amendments and additional documentation necessary to effect such passing-on.

The Depositary shall re-allocate any Shares of distributions which are allocated to the Custodian and which arise automatically out of any right or entitlement of Shares already held by the Custodian to holders of Depositary Interests pro rata to the Shares held for their respective accounts provided that the Depositary shall not be required to account for any fractional entitlements arising from such re- allocation and shall donate the aggregate fractional entitlements to charity.

The Deed Poll contains provisions excluding and limiting the Depositary’s liability. For example, the Depositary shall not incur any liability to any holder of Depositary Interests or to any other person for any loss suffered or incurred arising out of or in connection with the transfer of Depositary Interests or Shares and prospective holders of Depositary Interests and Shares should refer to the terms of the Deed Poll and the Articles to ensure compliance with the relevant provisions.

The Depositary may compulsorily withdraw the Depositary Interests (and the holders of Depositary Interests shall be deemed to have requested their cancellation) if certain events occur. These events include where the Depositary believes that ownership of the Depositary Interests may result in a pecuniary disadvantage to the Depositary or the Custodian or where the Depositary Interests are held by a person in breach of the law. If these events occur the Depositary shall make such arrangements for the deposited property as it sees fit, including sale of the deposited property and delivery of the net proceeds thereof to the holder of the Depositary Interests in question.

Holders of Depositary Interests are responsible for the payment of any tax, including stamp duty reserve tax, on the transfer of their Depositary Interests.

11.2 Depositary Interests – Terms of Depositary Services and Custody Services Agreement The terms of the depositary services and custody services agreement dated 14 April 2010 between the Company and the Depositary relate to the Depositary’s appointment as Depositary and Custodian in relation to the Shares.

Subject to earlier termination, the Depositary is appointed for a fixed term of two years and thereafter until terminated by either party giving not less than three months’ notice. The depositary services and custody services include the issue and cancellation of Depositary Interests and maintaining the Depositary Interests register.

In the event of termination, the parties agree to phase out the Depositary’s operations in an efficient manner without adverse effect on members and the Depositary shall deliver to the Company (or as it may direct) all documents and other records relating to the Depositary Interests which is in its possession and which is the property of the Company.

11.3 Share Register – Terms of the Registrar Agreement The terms of the registrar agreement dated 12 February 2010 between the Company and the Registrar under which the Company appoints the Registrar to maintain the Company’s principal share register in the BVI and provide certain other services are summarised below.

The Registrar will perform various services in its capacity as Registrar, including maintenance of the register in the BVI; maintenance of dividend instruction records; registration of share transfers; preparation and despatch of dividend warrants; supplying to the Company, as soon as reasonably practicable, all necessary information so that the register be open for inspection at the registered office of the Company; and receiving and recording of proxies for each annual general meeting of the Company.

Subject to earlier termination, the Registrar is appointed for a fixed term of two years and thereafter until terminated by the Company giving not less than three months’ notice. The Registrar shall not be liable to the Company for any loss sustained by the Company for whatever reason provided that the Registrar shall remain liable for any loss arising as a result of fraud, negligence or wilful default by the Registrar.

255 10_261407 Bradda Head_pp223-imp (PART VII).qxp 08/07/2021 21:33 Page 256

12. Litigation 12.1 The Overlapping Claims located in the Wikieup Project overstake Lode Claims located by Big Sandy Inc. From 2016 to 2018, Big Sandy Inc. (a subsidiary of Hawkstone Mining) staked Lode Claims at three different times that cover much of the BLM land in the area of the Big Sandy Formation for lithium exploration. Hawkstone Mining has reported a lithium Mineral Resource on their claim area. Consistent with Bradda Head’s previous practices, Placer Claims were staked for the Wikieup Project. Additionally, Lode Claims were staked in areas surrounding the area claimed by Big Sandy, Inc., and also within the central part of the Big Sandy, Inc. claims area, where the Company believed the claims were improperly staked or filed. Generally, the claimant that first discovers a valuable mineral deposit has the better right to the claimed minerals. The BLM does not adjudicate claim conflicts between rival claimants; rather, the resolution of any such conflict would be determined by negotiation between the claimants and/or quiet title litigation. US Counsel have confirmed that based on an examination of the Big Sandy Inc. Lode Claim location notices and filings, there are apparent defects with respect to staking and filing which could lead to a competent court making a determination that all, or a substantial number, of the Big Sandy Inc. claims are void. Until such time as this is resolved, whether by commercial agreement or by a competent court, the rightful title to these overlapping claims will not be clear.

12.2 On 2 May 2019, Fennemore Craig, P.C (the Company’s attorneys as to the Federal laws of the US and the laws of the states of Arizona and Nevada) wrote to Big Sandy Inc. on behalf of Verde Grande with respect to the land covered by the Overlapping Claims informing Big Sandy Inc. that their claims are defective and asking them to relinquish their claims. On 21 June 2019, Verde Grande and Zenolith received a response from Big Sandy Inc’s attorneys stating that the Overlapping Claims held by the Group are defective and should be relinquished. The Group does not accept these claims and consequently Fennemore Craig, P.C has written to Big Sandy Inc’s attorneys requesting that they relinquish their claims in respect of the land covered by the Overlapping Claims. At this stage, although discussions are ongoing between Verde Grande and Big Sandy Inc, no formal legal or arbitration proceedings have been commenced or threatened. A risk factor in relation to this potential litigation is contained in Part II of this document.

12.3 Save as disclosed in this document, there are no governmental, legal or arbitration proceedings (including, to the knowledge of the Directors, any such proceedings which are pending or threatened by or against the Company or any subsidiary) which may have or have had during the twelve months immediately preceding the date of this document, a significant effect on the financial position or profitability of the Company or any member of the Group.

13. Working capital The Directors are of the opinion that, having made due and careful enquiry, the working capital available to the Company and the Group will, from the date of Admission, be sufficient for its present requirements, that is, for at least the next twelve months from the date of Admission.

14. Taxation – United Kingdom General 14.1 The following paragraphs are intended as a general guide only about the UK tax position of Shareholders who are resident and domiciled in the UK (except insofar as express reference is made to the treatment of non-UK residents) and are holding Shares as an investment (other than in an individual savings account or a self-invested pension plan) and who are the absolute beneficial owners of both the Shares (held by them) and any dividends paid on them. They do not consider the implications for Shareholders who acquire any shares or rights over shares in connection with any office or employment. Furthermore, the position of certain Shareholders who are subject to special rules, such as dealers in securities, broker-dealers, insurance companies and collective investment schemes, is not considered in this section. The paragraphs below are based on current UK legislation and HM Revenue & Customs (“HMRC”) practice (which may be subject to change and, in the case of HMRC practice, may not be binding on HMRC).

14.2 The tax treatment of Shareholders who are UK resident but not domiciled in the UK is dependent on their particular circumstances and such individuals should consult their own professional adviser.

256 10_261407 Bradda Head_pp223-imp (PART VII).qxp 08/07/2021 21:33 Page 257

14.3 Shareholders should note that tax law and interpretation can change and that, in particular, the levels, basis of and reliefs from, UK taxation may change and may have an impact on any investment in the Company.

14.4 The tax legislation of the jurisdiction in which a Shareholder is subject to tax (whether by virtue of being tax resident there or for any other reason), will determine the tax treatment (in that jurisdiction) of any income that they receive in respect of the Shares. Such treatment may depend on the availability, or otherwise, of any tax regimes specific to the receipt of income from the Shares. Notwithstanding any comments contained elsewhere in this document, there are currently no UK tax regimes which specifically apply to income derived from the Shares. Any person who is in any doubt about their tax position or who is subject to taxation in a jurisdiction other than the UK should consult their own professional adviser.

14.5 The information in these paragraphs is intended as a general summary of the UK tax position (without aiming for completeness) and should not be construed as constituting advice.

Taxation of dividends 14.6 Under current UK legislation, no UK tax is required to be withheld from dividend payments by the Company.

14.7 A UK tax resident individual Shareholder will be liable to income tax on dividends received from the Company. Dividend income from the Company will be treated as forming the highest part of an individual Shareholder’s income.

14.8 A UK tax resident shareholder is entitled to a tax-free dividend allowance of £2,000 per annum. Dividend income in excess of this allowances will be taxed at a rate of 7.5 per cent., 32.5 per cent. or 38.1 per cent. depending on whether the income falls within the individual’s basic rate, higher rate or additional rate band, respectively.

14.9 A UK tax resident corporate holder of Shares which receives a dividend paid by the Company will generally be subject to UK corporation tax in respect of that dividend, unless such dividend falls within the exemptions from UK corporation tax for distributions in Part 9A of the Corporation Tax Act 2009 (which are subject to certain exclusions and specific anti-avoidance rules). The rate of corporation tax for the financial year 1 April 2021 to 31 March 2022 is 19 per cent.

14.10 Trustees of discretionary trusts receiving dividends from Shares are also liable to account for income tax, generally at the rate of 38.1 per cent.

14.11 A non-UK tax resident Shareholder will not generally be subject to UK tax in respect of dividends paid on the Shares.

14.12 Persons who are not resident in the UK should consult their own tax advisers on the possible application of such provisions or what relief or credit may be claimed, and what tax may be payable in respect of a dividend received from the Company, in the jurisdiction in which they are resident.

Taxation of chargeable gains 14.13 For the purpose of UK tax on chargeable gains, the acquisition of Shares pursuant to the Placing will be regarded as an acquisition of a new holding in the share capital of the Company. The amount paid for the Shares will usually constitute the base cost of a Shareholder’s holding.

14.14 If a Shareholder disposes of all or some of his or her Shares, a liability to tax on chargeable gains may arise, depending on the Shareholder’s circumstances and subject to any available exemptions and reliefs.

Individual Shareholders 14.15 A disposal of all or part of an individual Shareholder’s holding in Shares may be liable to capital gains tax. Such chargeable gains are computed by reference to the disposal proceeds (or deemed disposal proceeds), subject to deduction from the disposal proceeds (or deemed disposal proceeds) of the

257 10_261407 Bradda Head_pp223-imp (PART VII).qxp 08/07/2021 21:33 Page 258

relevant Shares’ base cost, incidental costs of acquisition and disposal, and subject to any available exemptions and reliefs (including the annual exemption of £12,000, for the tax year ending 5 April 2020). Subject to claiming any available reliefs, the current rates of capital gains tax are applied at 10 per cent. for basic rate tax payers (where the gain falls within the basic rate tax band) and 20 per cent. for individuals subject to the higher and additional income tax rates. Where the gain subject to tax exceeds the basic rate band, the amount in excess of the basic rate band will also be subject to capital gains tax at a rate of 20 per cent.

14.16 In addition, an individual UK Shareholder who ceases to be a tax resident in the UK for a period of less than five complete years and who during that period of temporary non-residence disposes of any Shares held prior to such period may, under anti-avoidance legislation, be liable to capital gains tax on his or her return to the UK.

14.17 Shareholders who are not resident in the UK (or temporarily non-resident – see above) and do not carry on a trade, profession or vocation through a branch or agent in the UK with which the Shares are connected, will not normally be liable to UK taxation on capital gains arising on the sale or other disposal of Shares. Such Shareholders should consult their own tax advisers concerning their tax liabilities.

Corporate Shareholders 14.18 A UK tax resident corporate Shareholder disposing of its Shares may be liable to corporation tax on chargeable gains arising on the disposal at the corporation tax rate in force at the time of disposal.

14.19 In computing the chargeable gain liable to corporation tax, the corporate Shareholder is generally entitled to deduct from the disposal proceeds the cost to it of the Shares, together with incidental costs of acquisition and disposal costs.

14.20 The UK operates a substantial shareholding exemption regime which may apply to the disposal of Shares by corporate Shareholders subject to certain conditions being met.

Stamp Duty and Stamp Duty Reserve Tax (“SDRT”) 14.21 No stamp duty or SDRT will generally be payable on the issue of the Placing Shares.

14.22 Neither UK stamp duty nor SDRT should arise on transfers of Shares on AIM (including instruments transferring Shares and agreements to transfer Shares) based on the following assumptions: (a) the Shares are admitted to trading on AIM, but are not listed on any market (with the term “listed” being construed in accordance with section 99A of the Finance Act 1986), and this has been certified to Euroclear; and (b) AIM continues to be accepted as a “recognised growth market” as construed in accordance with section 99A of the Finance Act 1986).

14.23 In the event that either of the above assumptions does not apply, stamp duty or SDRT may apply to transfers of Shares in certain circumstances at a rate of up to 1.5 per cent.

14.24 The above comments are intended as a guide to the general stamp duty and SDRT position and may not relate to persons such as charities, market makers, brokers, dealers, intermediaries and persons connected with depositary arrangements or clearance services to whom special rules apply.

Anti-avoidance provisions Offshore fund rules 14.25 The Company should not meet the definition of an “offshore fund” for the purposes of UK tax legislation relating to offshore funds. In general, a company is not an offshore fund if a reasonable investor cannot expect to be able to realise all or part of their investment on a basis calculated by reference to net asset value except on a winding-up of the company (and there is no fixed date for such winding-up). As this is the case, the Company should not constitute an “offshore fund”. However, it is possible that HMRC may take a different view and determine that the Company is an “offshore

258 10_261407 Bradda Head_pp223-imp (PART VII).qxp 08/07/2021 21:33 Page 259

fund”. If ever this were the case, UK resident investors may be required to treat gains realised on a disposal of Shares as income rather than capital gains for UK tax purposes.

Section 3 of the Chargeable Gains Act 1992 14.26 The attention of Shareholders who are resident in the UK is drawn to section 3 of the Taxation of Chargeable Gains Act 1992 (“TCGA”). If the Company is controlled by a sufficiently small number of persons such that were it resident in the UK for tax purposes it would be a “close” company, the provisions of section 3 TCGA may in certain circumstances have the effect of subjecting such Shareholder to capital gains tax or corporation tax on chargeable gains on the proportion of any capital gain accruing to the Company that corresponds to that Shareholder’s proportionate interest in the Company. No liability under section 3 TCGA could be incurred by such a Shareholder, however, where such proportion accruing to that Shareholder together with any connected persons does not exceed one- quarter of the gain i.e. Shareholders with no more than a 25 per cent. interest in the Company (including interests held by connected parties) should not be affected by this provision.

Controlled foreign company rules 14.27 The attention of Shareholders which are companies resident in the UK is drawn to the fact that the “controlled foreign companies” legislation contained in Part 9A of the Taxation (International and Other Provisions) Act 2010 (“TIOPA”) could apply to any company so resident that is deemed to be interested, either alone or together with certain other connected or associated persons, in 25 per cent. or more of the chargeable profits of the Company arising in any accounting period, if at the same time the Company is controlled (within the meaning of Chapter 18 of Part 9A TIOPA) by companies or other persons who are resident in the UK for tax purposes.

14.28 The chargeable profits of the Company for these purposes would not include any of its chargeable gains. The effect of such provisions could be to render such Shareholders liable to UK corporation tax in respect of their share of undistributed chargeable profits of the Company. However, this will apply only if the apportionment to the Shareholder, when aggregated with the apportionment to any connected or associated persons, is at least 25 per cent. of the chargeable profits of the Company.

Transfer of assets abroad rules 14.29 The attention of Shareholders who are individuals resident in the UK is drawn to the provisions of Chapter 2 of Part 13 of the Income Tax Act 2007. This Chapter contains anti-avoidance provisions dealing with the transfer of assets resulting in income becoming payable to persons (including companies) resident or domiciled outside the UK and may render such Shareholders liable to taxation in respect of undistributed income and profits of the Company.

15. Taxation – BVI General 15.1 General information regarding certain aspects of BVI taxation are set out in this paragraph 15 of Part VII of this document. These details are intended only as a general guide to the current tax position under BVI taxation law. If an investor is in any doubt as to his tax position he should consult his own independent financial adviser immediately.

15.2 Investors subject to tax in other jurisdictions are strongly urged to contact their tax advisers about the tax consequences of holding Ordinary Shares.

Dividends and distribution 15.3 There is, at present, no BVI taxation or withholding tax on dividends declared and paid by the Company to non-residents of the BVI.

BVI tax considerations 15.4 The Company and all dividends, interest, rents, royalties, compensations and other amounts paid by the Company to persons who are not persons resident in the BVI are exempt from the provisions of the Income Tax Act in the BVI and any capital gains realised with respect to any shares, debt

259 10_261407 Bradda Head_pp223-imp (PART VII).qxp 08/07/2021 21:33 Page 260

obligations or other securities of the Company by persons who are not persons resident in the BVI are exempt from all forms of taxation in the BVI. As of 1 January 2005, the Payroll Taxes Act, 2004 came into force. It will not apply to the Company except to the extent that the Company has employees (and deemed employees) rendering services to the Company wholly or mainly in the BVI. The Company at present has no employees rendering services in the BVI and no intention of having any employees rendering services in the BVI.

15.5 No estate, inheritance, succession or gift tax, rate, duty, levy or other charge is payable by persons who are not persons resident in the BVI with respect to any shares, debt obligations or other securities of the Company.

15.6 All instruments relating to transfer of property to or by the Company and all instruments relating to transactions in respect of the shares, debt obligations or other securities of the Company and all instruments relating to other transactions relating to the business of the Company are exempt from the payment of stamp duty in the BVI provided the Company does not hold land in the BVI.

15.7 There are currently no withholding taxes or exchange control regulations in the BVI applicable to the Company or its Shareholders.

Economic substance rules 15.8 The BVI ES Act, as amended, came into effect on January 1, 2019. It, together with the rules published by the BVI International Tax Authority (the “ITA”) on 9 October 2019 and updated on 10 February 2020, set out the laws on economic substance (the “BVI ES Laws”) and their effect on legal entities like the Company and Bradda Head Limited formed in the British Virgin Islands. The Company and Bradda Head Limited are required to consider its respective economic substance position on an annual basis on and from 30 June and to file annual reports in the British Virgin Islands each year disclosing whether or not it is carrying out relevant activities (within the meaning of the BVI ES Law), and if it is, it must comply with its obligations as regards economic substance. The implication for non-compliance is, broadly, that the ITA may issue penalties and, potentially, apply to court in the British Virgin Islands to liquidate non-compliant entity.

15.9 The Company and BHL have each taken advice from its British Virgin Islands counsel as to the steps it should take to comply with the BVI ES Laws. Currently these steps are minimal. However, should either of these companies be regarded as conducting a relevant activity other than that of “holding business” (within the meaning of the BVI ES Laws), that company may be subject to more onerous substance requirements, which they cannot meet. If this occurs the board would seek to mitigate this risk either by seeking to fulfil the relevant substance requirements or relocating the central management and control of these entities to a jurisdiction where the relevant company can establish economic substance. However, there can be no guarantee that the relevant company does not establish domicile in a jurisdiction where the tax burden is relevantly high. Should the relevant company’s domicile be established in a jurisdiction where the tax burden of the relevant company is higher than currently the case in BVI this would be likely to have a negative impact on the Group’s financial position

16. Related party transactions The Company has not entered into any related party transactions as at the date of Admission.

17. Third party information 17.1 Where information contained in this document has been sourced from a third party, the Company confirms that such information has been accurately reproduced and, so far as the Company and the Directors are aware and are able to ascertain from the information published by that third party, no facts have been omitted which would render the reproduced information inaccurate or misleading.

17.2 The sources of the third party information are indicated on the relevant pages.

260 10_261407 Bradda Head_pp223-imp (PART VII).qxp 08/07/2021 21:33 Page 261

18. General 18.1 The financial information relating to the Company contained in Part V of this document has been prepared to 28 February 2021.

18.2 Save as disclosed in this document, there has been no significant change in the trading or financial position of the Group since 28 February 2021, being the date to which the most recent audited financial information is available.

18.3 The Company will publish its audited accounts for the six months ended 31 August 2021 by 30 November 2021, its accounts for the year ended 28 February 2022 on or before 31 August 2022. The Company will publish its interim report for the six months ending 31 August 2022 by 30 November 2022. The accounting reference date of the Company is 28 February.

18.4 The total costs and expenses payable by the Company in connection with or incidental to the Placing and Admission, including registration and London Stock Exchange fees, corporate finance, accountancy and legal fees, commissions due to Peterhouse Capital and Shard Capital for procuring Placees, consulting and investor relation services and the costs of printing and despatching this document, are estimated to be approximately £0.8 million (excluding VAT), all of which will be payable by the Company. The gross proceeds of the Placing are expected to be £6.2 million and the net cash proceeds to the Company are expected to be £5.4 million.

18.5 No person (excluding professional advisers otherwise disclosed in this document and trade suppliers) has: (a) received, directly or indirectly, from the Company within 12 months preceding the date of this document; or (b) entered into contractual arrangements (not otherwise disclosed in this document) to receive, directly or indirectly, from the Company on or after Admission any of the following: (i) fees totalling £10,000 or more; or (ii) securities in the Company with a value of £10,000 or more; or (iii) any other benefit with a value of £10,000 or more at the date of Admission.

18.6 Save as disclosed in this document, no payment in excess of £10,000 has been made by or on behalf of the Company to any government or regulatory body with regard to the acquisition or maintenance of any of the Company’s assets.

18.7 The financial information contained in Part V of this document does not constitute full statutory accounts as referred to in Sections 430 to 434 of the UK Companies Act, 2006.

18.8 The auditors of the Company since incorporation have been KPMG Audit LLC, Chartered Accountants and Registered Auditors of Heritage Court, 41 Athol Street, Douglas, Isle of Man IM99 1HN. KPMG Audit LLC is a member firm of the Institute of Chartered Accountants in England and Wales.

18.9 KPMG Audit LLC has given and not withdrawn its written consent to the inclusion in this document of its report in the form and context in which it appears.

18.10 Beaumont Cornish has given and has not withdrawn its written consent to the issue of this document with the references to its name in the form and context in which they appear.

18.11 Shard Capital has given and has not withdrawn its written consent to the issue of this document with the references to its name in the form and context in which they appear.

18.12 Peterhouse Capital has given and has not withdrawn its written consent to the issue of this document with the references to its name in the form and context in which they appear.

18.13 SRK has given and has not withdrawn its written consent to the issue of this document with the inclusion of their Competent Person’s Report and the references to its name in the form and context in which they appear.

261 10_261407 Bradda Head_pp223-imp (PART VII).qxp 08/07/2021 21:33 Page 262

18.14 The Directors are not aware of any exceptional factors that have influenced the Group’s activities.

18.15 Save as set out in this document, no commission is payable by the Company to any person in consideration of his agreeing to subscribe for securities to which this document relates or of his procuring or agreeing to procure subscriptions for such securities.

18.16 Save as disclosed in this document, no payment (including commissions) or other benefit has been or is to be paid or given to any promoter of the Company.

18.17 Save as disclosed in this document, the Company’s business or profitability is dependent on patents or licences, industrial, commercial or financial contracts or a manufacturing process.

18.18 Save as disclosed in this document, the Directors are unaware of any environmental issues that may affect the Company’s utilisation of its tangible ﬁxed assets.

18.19 Save as disclosed in this document, there are no investments in progress or future investments on which the Directors have already made firm commitments which are significant.

18.20 The Placing Shares shall represent 38.5 per cent. of the enlarged Share capital and voting rights of the Company immediately following Admission. Following Admission, the issued Shares and voting rights of the Existing Shareholders shall (assuming that they do not participate in the Placing) represent 51.7 per cent. of the enlarged Share capital of the Company.

18.21 The Placing was offered to investors on a non-pre-emptive basis and therefore the Existing Shareholders did not have any entitlement to participate in the Placing.

19. Corporate Governance QCA Code From Admission, the Company is required under the AIM Rules to apply a recognised corporate governance code to be chosen by the Board. The Board recognises the importance of sound corporate governance and intends that the Company will comply with the provisions of the QCA Code. The QCA Code sets out a standard of minimum best practice for small and mid-sized quoted companies, particularly AIM companies. From Admission, the Company shall disclose on its website and within its annual report and accounts how it complies with the QCA Code and, where it departs from the QCA Code, will explain the reasons for doing so. This information is also set out below. The Company will review this information annually in accordance with the requirements of AIM Rule 26.

The following summary sets out how the Company applies the key governance principles defined in the QCA Code.

Principle 1. Establish a strategy and business model which promote long-term value for shareholders Strategy: The Group’s strategy is focused on creating medium to long-term shareholder value through the identification, acquisition and development of lithium projects in the USA. Further details of the Company’s strategy are as set out in Part I of this document.

Business Model: The Group’s business model is primarily focused on acquiring, evaluating and developing lithium projects. The Chief Executive Officer, together with senior management, will present annual project exploration and development plans to the Board. These will be focused on developing the key projects, with the majority of the Company’s cash resources being devoted to the development of these. The Company will also ensure that the remainder of the Company’s projects are maintained in good standing, in order for them to be further developed in the future. The Company is fully ungeared, with funds being received from shareholders through private and public fund raises. Part II of this document details the key challenges and risks to the Company, including those in relation to the execution of the Company’s strategy.

262 10_261407 Bradda Head_pp223-imp (PART VII).qxp 08/07/2021 21:33 Page 263

Principle 2. Seek to understand and meet shareholder needs and expectations The Board recognises the importance of providing all shareholders with clear and regular information relating to the Company’s activities. Primary communications are through Regulatory Information Service announcements, which will also made available on the Company’s website.

The Board will provide regular updates relating to the following information, which it considers to be key in managing shareholders’ expectations and understanding of how the Company is delivering its strategy, which is planned to include: l Latest investor presentations; l Up to date technical reports and results on each project; l All annual and half-yearly audited financial statements; l All notifications made via a Regulatory Information Service; and l Results and details of all resolutions voted on at the latest Annual General Meeting.

The Chairman and Chief Executive Officer aim to communicate with shareholders, both private and institutional, on a regular basis and are primarily responsible for shareholder liaison. Investor views will be formally reported back to the Board. Contact details for shareholder communication can be found in the Investor Relations section of the Company website.

The Board encourages all shareholders to attend its Annual General Meeting, and understands its importance in allowing shareholders to have open and direct dialogue with the management of the Company. Shareholders will be given opportunities to ask questions during the Annual General Meeting or to speak informally with the Board immediately following the Annual General Meeting. Where the voting decisions at a general meeting are not in line with the Company’s expectations, the Board will engage with those shareholders to understand and address any issues.

The Board believes that the current methods of communication are sufficient in order to ensure shareholders needs and expectations are met.

Principle 3. Take into account wider stakeholder and social responsibilities and their implications for long-term success The Board is committed to maintaining open and honest relations with all of its stakeholders, both internal and external. The Company’s business model and the Company’s operations enable the Directors to clearly identify key stakeholders on which the Company’s business relies, which includes employees, consultants, the local communities in which it operates, as well as the Company’s shareholders, partners and suppliers.

A key focus area for the Company is understanding and assessing the impact that its activities have on the local communities and environment. Based on the exploratory business of the Company, environmental disturbances are likely to occur, and it is the responsibility of the Board to ensure these are reduced to the minimum required. To this end, the Company seeks to ensure that all relevant environmental rules and regulations are complied with prior to the commencement of any exploration or drilling activities. The Chief Executive Officer ensures that the Group’s project manager, World Industrial Minerals, complies with all such rules and regulations. The Company is also committed to ensuring the safety of its employees and workers on site and has strict health and safety policies in place, which it firmly enforces.

The Company endeavours to take account of feedback received from all stakeholders, making amendments to working arrangements and operational plans where appropriate and where such amendments are consistent with the Company’s longer-term strategy. In addition, the Company’s senior management regularly visit the locations in which the Company operates and is able to gain feedback on the Company’s operations. Any concerns raised are formerly reported to the Board. Ultimate responsibility for ensuring that the Company delivers on its corporate responsibility to its stakeholder’s rests with the Board.

No material changes to the Company’s working practices were required over the year to 28 February 2021, or more recently, as a result of feedback received by the Company from the stated key resources and relationships on which the business relies.

263 10_261407 Bradda Head_pp223-imp (PART VII).qxp 08/07/2021 21:33 Page 264

Principle 4. Embed effective risk management, considering both opportunities and threats, throughout the organisation The entire Board is responsible for ensuring that the risks faced by the Company are appropriately managed in order to allow for the execution and delivery of the Company’s strategy. When identifying, assessing and managing risks, the Board is assisted by the Audit, Risk and Compliance Committee, with day to day risks being monitored and managed by the Chief Executive Officer, together with assistance from senior management. The Board believes that the Chief Executive Officer, who has significant experience in the resources industry, has the required knowledge and skills to be able to manage daily risks.

The Chief Executive Officer is assisted by Jim Guilinger (Chief Operating Officer of the Company, and President of World Industrial Minerals) who has over 40 years’ experience in the minerals industry, with the experience gained predominantly in the USA.

The Company’s operates in jurisdictions it deems to have low political risk, low geological risk and clear access to infrastructure and market. The Group’s general risk appetite is a moderate, balanced one that allows it to maintain appropriate growth, profitability and scalability, whilst ensuring full regulatory compliance. Further details on the Company’s identified risks and mitigation are contained in Part II of this document.

The Company maintains appropriate Directors’ and Officers’ insurance cover. The insured values and type of cover are comprehensively reviewed on an annual basis.

The Board has processes in place for reviewing and evaluating risk. Board meetings are held on a quarterly basis, where the Directors review ongoing operational performance, discuss budgets and forecasts and new risks associated with ongoing operations. This ensures that significant risks and changes to risks are identified by the Board and communicated to the Audit, Risk and Compliance Committee as needed. The Board formally reviews and documents the principal risks to the business at least annually as part of the annual audit process and as noted above these, together with mitigating actions, will be set out in the Company’s annual report and accounts. Robust financial procedures and safeguards are in place regarding expenditure and accounting functions. The Board is assisted in the performance of its risk management duties by the Audit, Risk, and Compliance Committee.

Principle 5. Maintain the board as a well-functioning, balanced team led by the chair The Board currently comprises of four Non-Executive and two Executive Directors. The Directors biographies can be found in Section 14 of Part I of this Document. The Chairman leads the Board in all matters related to corporate governance. The Chief Executive Officer has executive responsibility for running the Company’s business and implementing its strategies.

The QCA Code suggests that the Board should comprise of a balance of executive and non-executive directors, with at least two non-executive directors being independent. The QCA Code suggests that independence is a board judgement, but where there are grounds to question the independence of a director, through length of service or otherwise, this must be explained. The Board considers the following Non-Executive Directors to be independent – Alex Borrelli and Euan Jenkins. None of these Directors are employees, have significant business relationships with the Company, or are significant shareholders in the Company. As recommended by the QCA Code guidance, the independent non-executive directors will not participate in performance-related remuneration schemes.

Mr Stalker has had previous business relations with other directors and Shareholders in the Company, which include Mr Mellon and Mr Eke, who are both directors of Burnbrae Limited. From Admission, Mr Mellon will continue to be a substantial shareholder in the Company (details of such interest can be found in paragraph 6 of Part VII of this document). Whilst the Board does not believe that such previous business relations affects Mr Stalker’s independence, to ensure the highest standards of corporate governance and also to avoid any perception of grounds to question the independence of Mr Stalker, the Board has resolved that at a meeting of the directors of the Company if the numbers of votes for and against a proposal are equal Mr Jenkins has a casting vote. Euan Jenkins and Alex Borrelli act as the independent Non-Executive Directors.

The Directors consider that the current composition and structure of the Board is appropriate to maintain effective oversight of the Company’s activities. As the Company advances with its development activities,

264 10_261407 Bradda Head_pp223-imp (PART VII).qxp 08/07/2021 21:33 Page 265

the Board will review its structure on at least an annual basis in order to maintain an appropriate corporate governance environment and independent oversight.

The Board is updated regularly on the operations of the Company by the Chief Executive Officer, specifically on progress made on each project. Relevant information is circulated to the Board prior to Board and committee meetings. The Company Secretary is directly accessible by all the Directors, who are also able to take independent professional advice, if needed, in order to perform their duties. Such advice would be taken at the Company’s expense. In addition, all Directors have access to independent professional advice in the furtherance of their duties, at the Company’s expense.

On an annual basis, the Chairman of the Board will conduct a Board review, assessing the performance of the Directors based on specific performance and evaluation criteria. If the Chairman considers it necessary, an independent third-party service provider may be engaged to conduct an annual Board review. As part of the Board Review, the Chairman will review the skills mix present on the Board, and also ensure that the Board has an appropriate level of financial skills and literacy which is in line with its current size and operations

The Board is assisted in its duties by the Audit, Risk and Compliance Committee and Remuneration Committee.

Details of the Executive directors’ time commitments to the Group are contained in paragraph 7 of Part VII of this document. Non-Executive Directors are expected to spend on average a minimum of 5 days a month on Company activities in addition to preparation for and attendance at board and sub-committee meetings. The Chairman will spend additional time per month on Company business.

In the financial year ended 28 February 2021, seven board meetings were held. The Board meetings held during the period were attended as follows:

Director 20/03/2020 29/03/2020 20/04/2020 16/05/2020 31/10/2020 23/11/2020 17/01/2021 Charles FitzRoy* Denham Eke 3 3 3 3 3 3 3 James Mellon 3 3 3 3 3 Ian Stalker 3 3 3 3 3 3 3 Euan Jenkins 3 3 3 3 3 3 3 * Appointed 23 April 2021

Principle 6. Ensure that between them the directors have the necessary up-to-date experience, skills and capabilities The Board considers that the current Directors have an effective and appropriate balance of skills and experience, most notably in areas of geology and mineral exploration (including lithium exploration experience), running and growing public companies, capital markets experience, including mergers and acquisitions and capital raising. The Directors therefore believe that the Board’s members possess the relevant qualifications and skills necessary to effectively oversee and execute the Group’s strategy. The Board recognises that it currently has limited diversity and increasing diversity will be considered as and when the Board concludes that replacement or additional directors are required.

The Board is comprised of two Executive Directors and four Non-Executive Directors. Director biographies can be found in paragraph 14 of Part I of the Document.

Operational skills are maintained through an active day to day involvement in the lithium and exploration industry and by the use of leading international external contractors who demonstrate the latest techniques and use the latest equipment.

Non-operational skills are maintained principally via the Company’s professional advisers and being active in the market. Involvement with a variety of other boards allows those concerned to witness alternative approaches to similar business issues and to benefit from the advice of more than just the Company’s retained advisers.

The Chief Executive Officer updates the Board on a regular basis on operational and financial matters, with such relevant information circulated to the Board prior to meetings.

265 10_261407 Bradda Head_pp223-imp (PART VII).qxp 08/07/2021 21:33 Page 266

The Directors keep their skillsets up to date through attending industry specific events and by monitoring activity within the sector amongst other things. The Directors are free to seek advice from their corporate advisers (nominated advisors, lawyers and accountants) as needed. As an example, in preparation for the Burro Creek East drilling programme, the Board consulted with SRK on the development of the programme, location of drill holes, metallurgical testing methodologies, etc. Aside from the professional advice received as part of the Admission process and geological consulting advice relating to the Group’s assets, during the year ended 28 February 2021 and more recently, neither the Board nor any Board committee has sought external advice on a significant matter and no external advisers to the Board or any of its committees have been engaged.

Mr Eke, Finance Director, acts as the Company Secretary and supports the Chairman in addressing the training and development needs of Directors and assists with legal and regulatory compliance. Mr Mellon is a Non-Executive Director and in the event that Ian Stalker is unavailable or recuses himself from any Board matter due to having an interest in a Board matter, will act as Chairman. In addition, both Euan Jenkins and Alex Borrelli as the independent Non-Executive Directors of the Company, are responsible for ensuring sensitivity to and consideration of the views of shareholders and other directors. At a meeting of the directors of the Company if the numbers of votes for and against a proposal are equal, Mr Jenkins has a casting vote.

Principle 7. Evaluate board performance based on clear and relevant objectives, seeking continuous improvement The performance and effectiveness of the Board, its committees and the individual Directors will be evaluated on an annual basis. The performance evaluation will include an assessment of each Directors continued independence (or otherwise).

In reviewing each Director’s performance, the Board will consider, inter alia, the level of achievement of the Director’s objectives, assessment of the Director’s overall contribution to the performance of the Company and an assessment of the Director’s continued independence if applicable.

Following the assessment, the results and recommendations for the Directors shall identify the key corporate and financial targets that are relevant to each Director and their personal targets in terms of career development and training. Progress against previous targets shall also be assessed where relevant. The assessment will also feed into the remuneration process conducted by the Remuneration Committee.

On an annual basis, the performance of the Committees will be evaluated by the Chairman. The results thereof will be reported to Board, together with any recommendations.

Succession planning is the responsibility of the Remuneration Committee and is reviewed by the Board at least on an annual basis. When considering succession planning, the Remuneration Committee will take into account the skills and experience required as the Company grows and develops its projects.

Principle 8. Promote a corporate culture that is based on ethical values and behaviours The Board strives to lead by example in its dealings with all its stakeholders. The Board believes that it has established a culture of responsible and ethical behaviour. The Board regularly monitors the Company’s cultural environment and seeks to address any concerns that may arise. The Board will consider the Company’s cultural environment when seeking to recruit staff, and board directors.

In accordance with its business model, and the Company’s key risks identified by the Board, particular areas of focus for the Board include: l An awareness of the environmental and social impact of its operations on the local communities, and how it can mitigate them; l Health and safety of its workers and consultants; l Dealing in an honest, open and transparent manner with all its consultants and suppliers; and l Adopting a zero-tolerance policy to bribery.

At this stage of its development, save for Piotr Schabik (the Chief Financial Officer of the Group), the Group does not have any non-Board employees but engages consultants in relation to its exploration and

266 10_261407 Bradda Head_pp223-imp (PART VII).qxp 08/07/2021 21:33 Page 267

development activities, which include World Industrial Minerals as the Group’s main project manager (providing the services of Jim Guilinger, the Company’s Chief Operating Officer). The Chief Executive Officer and members of the senior management are in regular dialogue with the consultants, which enables the Board to monitor conduct and behaviour to ensure that the Company’s ethical values and standards are recognised and respected. The Board and management are prepared to take appropriate action against unethical behaviour, violation of company policies or misconduct.

Principle 9. Maintain governance structures and processes that are fit for purpose and support good decision-making by the board The Chairman is responsible for overseeing and running the business of the Board, ensuring strategic focus and direction is maintained, ensuring that no individual or group dominates the Board’s decision-making, and ensuring the non-executives are kept up to date with the Company’s business. With guidance from the Company’s advisers, the Chairman will assess the appropriateness of the Company’s governance structures as the Company continues to develop. The Chief Executive Officer has overall responsibility for formulating, planning and implementing the Company’s strategy. Euan Jenkins and Alex Borrelli are the Independent Non-Executive Directors and the background to their responsibilities is described in principle 5 above. Mr Mellon’s responsibilities as Non-Executive Director are described in principle 6 above. As noted in principle 1, the Chairman and Chief Executive Officer are primarily responsible for shareholder liaison.

The Board will meet at least on a quarterly basis, either in person or by telephone. Prior to each Board meeting, the Board and its Committees receive relevant and timely information that will be addressed at each meeting, together with a formal meeting agenda. Additional Board meetings may be called as needed, if specific matters need to be considered.

In addition to formal Board meetings, the Chief Executive Officer maintains open and regular communications channels with all Board members, and provides regular updates on the financial position and project status of the Company.

The entire Board is responsible for ensuring the success of the Company, while delivering on its strategy, with matters reserved for the Board including: l Ensuring the Company’s internal control systems and processes are operating effectively, and for establishing an overall control framework l Ensuring that commercial risks and financial needs are properly considered l All financial matters, which include approval of exploration plans and budgets, changes to the Group’s financial structures, changes to business strategy, acquisitions and disposals of projects, incurrence of significant capital expenditure l Compliance with all relevant health and safety policies l Ensure the Group complies with all rules and regulations as required by AIM, and the jurisdictions it operates in l Any other material matter or business that may affect the Group

Key responsibilities of the Audit, Risk and Compliance Committee and Remuneration are set out in this paragraph above. From Admission, the full terms of reference of these committees will be available from the AIM Rule 26 section of the Company’s website.

The Company is committed to the evolution of its corporate governance in line with best practice, to the extent the Directors judge it appropriate considering the Company’s size, stage of development and resources. However, at present the Board is satisfied with the Company’s corporate governance and as such there are no specific plans for changes to the Company’s corporate governance arrangements in the short-term.

Principle 10. Communicate how the company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders The Board will strive to ensure that all Shareholders are kept up to date on the Company’s operations, with clear and transparent information being provided on a regular basis. The Board intends to maintain an active dialogue with institutional and private Shareholders, and all material information will be released through

267 10_261407 Bradda Head_pp223-imp (PART VII).qxp 08/07/2021 21:33 Page 268

notifications made via a Regulatory Information Service, which are also made available on the Company’s website.

On a regular basis, a corporate presentation will be prepared that provide a more detailed update on the Company’s progress. This will be made available on the Company’s website

Going forward, the Company’s website will display: l the results of voting on all resolutions in future general meetings (including Annual General Meetings), including any actions to be taken as a result of resolutions for which votes against have been received from at least 20 per cent. of independent Shareholders; and l historical annual reports and other governance-related material, including notices of all general meetings over the last five years.

The Company’s annual report and accounts will be published together with notice of the Company’s Annual General Meeting. The Company’s interim results will be notified via Regulatory Information Service announcements and also made available on the Company’s website.

The Company did not include an audit committee report and remuneration committee report in its annual report and accounts for the year ended 28 February 2018, as the Company was an unquoted company over this period. The Board intends to include an audit committee report and remuneration committee report in its annual report and accounts published after admission.

20. Documents available for inspection Copies of the following documents will be available for inspection at the office of Hill Dickinson LLP, The Broadgate Tower, 20 Primrose Street, London EC2A 2EW during normal business hours on any weekday (Saturdays, Sundays and public holidays excepted) from the date of this document until at least 30 days after the date of Admission: (a) Memorandum and Articles of the Company; and (b) Accountants’ report set out in Part V of this document.

21. Available Documents Copies of this document will be available free of charge from the date of this document until the date which is one month after Admission, at the office of Beaumont Cornish, Building 3, 566 Chiswick High Road London W4 5YA during normal business hours on any weekday (Saturdays, Sundays and public holidays excepted). Additionally, an electronic version of this document will be available at the Company’s website www.braddaheadltd.com.

Dated: 8 July 2021

268 10_261407 Bradda Head_pp223-imp (PART VII).qxp 08/07/2021 21:33 Page 269

Perivan 261407