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Technical Report (Amended) Mineral Resources and Mineral Reserves Superior Gold Inc.

Plutonic Gold Mine, , Australia

In accordance with the requirements of National Instrument 43-101 “Standards of Disclosure for Mineral Projects” of the Canadian Securities Administrators

Qualified Persons:

R. Carlson, MAIG (RPGeo Mining and Exploration), MAusIMM, BSc(Geology), MSc(Ore Deposit Geology) D. Kahler, FAusIMM (Chartered Professional), BEng (Mining), Registered Professional Engineer of Queensland G. Williamson, MAusIMM (Chartered Professional), BEng (Mining), Registered Professional Engineer of Queensland

AMC Project 316042 Effective date 30 September 2016

Adviser of choice to the world’s minerals industry Plutonic Gold Mine Mineral Resources and Mineral Reserves Superior Gold Inc. 316042

1 Summary Billabong Gold Pty Ltd (Billabong), an Australian corporation, owned 100% by Superior Gold Inc., acquired the Plutonic Gold Operations (the Property) from Northern Star Resources Limited (Northern Star) on 12 October 2016. The purpose of this report is to present Mineral Resources1 and Mineral Reserves2 for the Property, Western Australia, for public disclosure. The effective date of this report is 30 September 2016. The report has been compiled by the Qualified Persons3 employed by AMC Consultants Pty Ltd (AMC) for Billabong.

Plutonic Gold Mine currently produces gold from a large underground operation through a traditional crushing, grinding, and carbon-in-leach (CIL) circuit. Historically, numerous open pits were mined at Plutonic Gold Mine between 1990 and 2005. Underground mining at Plutonic Gold Mine commenced in 1997. Mining is currently conducted from nine underground geological domain zones at an average rate of approximately 0.8 million tonnes per annum (Mtpa). The Hermes Open Pit project, which lies approximately 60 km south-west of Plutonic Gold Mine, is included in the mine plan for surface resources.

Mineral Resources as of 30 September 2016 are summarized in Table 1.1. Mineral Resources are inclusive of those resources converted to Mineral Reserves as presented in this document. Mineral Reserves as of 30 September 2016 are summarized in Table 1.2.

1 As defined by CIM Definition Standards. CIM Standing Committee on Reserve Definitions 2014, CIM Definition Standards - For Mineral Resources and Mineral Reserves, adopted by CIM Council on 10 May 2014, 9 pp., available , viewed 27 December 2016. As required by NI 43-101. 2 As defined by CIM Definition Standards, as required by NI 43-101. 3 As defined by National Instrument (NI) 43-101. British Columbia Securities Commission, National Instrument 43-101, Standards of Disclosure for Mineral Projects (NI 43-101), effective June 2011, 20 pp., available , viewed 30 September 2016.

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Table 1.1 Summary of Plutonic Gold Operations Mineral Resources as of 30 September 2016

Measured Indicated Measured+Indicated Inferred Category Tonnes Gold grade Contained Tonnes Gold grade Contained Tonnes Gold grade Contained Tonnes Gold grade Contained (000’s) (Au g/t) gold (koz) (000’s) (Au g/t) gold (koz) (000’s) (Au g/t) gold (koz) (000’s) (Au g/t) gold (koz) Hermes – – – 3,700 2.2 260 3,700 2.2 260 610 2.5 49 Plutonic Gold Mine – – – 3,500 5.5 620 3,500 5.5 620 5,200 4.4 750 Stockpiles 2 2.3 0.1 330 0.6 6.4 330 0.6 6.5 – – – 30 September 2016 total 2 2.3 0.1 7,500 3.7 890 7,500 3.7 890 5,800 4.2 800 Notes: 1. Mineral Resources are quoted inclusive of those Mineral Resources converted to Mineral Reserves. 2. The reporting standard adopted for the reporting of the Mineral Resource estimate uses the terminology, definitions, and guidelines given in the CIM Definition Standards (May 2014) as required by NI 43-1014. 3. Mineral Resources are not Mineral Reserves and do not have demonstrated economic viability. All figures are rounded to reflect the relative accuracy of the estimate and have been used to derive subtotals, totals, and weighted averages and all have been rounded. 4. Mineral Resources are estimated for Hermes at a cut-off grade of 1.00 g/t Au and reported within an optimized pit. 5. Mineral Resources are estimated at a cut-off grade from 2.45 g/t Au to 3.26 g/t Au, for the Plutonic Gold Mine depending on the resource area. 6. Mineral Resources are estimated using an average gold price of US$1,258 per ounce (using A$:US$ of 0.74).

Table 1.2 Summary of Plutonic Gold Operations Mineral Reserves as of 30 September 2016

Proven Probable Total Reserves Category Gold grade Contained gold Tonnes Gold grade Contained gold Tonnes Gold grade Contained gold Tonnes (000’s) (Au g/t) (koz) (000’s) (Au g/t) (koz) (000’s) (Au g/t) (koz) Hermes – – – 1,570 2.0 101 1,570 2.0 101 Plutonic Gold Mine – – – 550 4.6 82 550 4.6 82 Stockpiles 2 2.3 0.1 330 0.6 6 330 0.6 6 30 September 2016 total 2 2.3 0.1 2,450 2.4 189 2,450 2.4 189 Notes: 1. Mineral Reserves for Hermes are estimated at a cut-off grade of 0.63 g/t Au. 2. Mineral Reserves for Plutonic Gold Mine are estimated at a cut-off grade of 2 g/t Au. 3. Mineral Reserve economics are estimated using an average long-term gold price of US$1,250 per ounce in 2017, and US$1,300 post-2017 for the Plutonic Gold Mine. Hermes optimization was conducted using metal prices of US$1,110 per oz gold. The pit shell used as the basis for final design metal prices of US$943.50 per oz gold. 4. Bulk density estimated as 2.9 t/m3. 5. All figures are rounded and use significant figures. Subtotals, totals, and weighted averages are calculated from quantities before rounding and significant figures.

4 British Columbia Securities Commission, National Instrument 43-101, Standards of Disclosure for Mineral Projects (NI 43-101), effective June 2011, 20 pp., available , viewed 30 September 2016.

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Technical summary Property description and location Plutonic Gold Mine is located at latitude 26° 15’ south, longitude 119° 36’ east in the Peak Hill Mineral Field of the eastern Gascoyne Region of central Western Australia. It lies 175 km north-east of the township of Meekatharra and 800 km north-east of Perth. The mine is located approximately 10 km east of the Great Northern Highway.

An airstrip is adjacent to the site and is a 2,000 m long runway. From Perth, the flight time is approximately one-and-a-half to two hours.

Plutonic Gold Mine is isolated from major towns and cities and operates on a self-sufficient basis with material and goods shipped in via the Great Northern Highway. Mine personnel work on a fly-in-fly-out basis out of Perth. A number of aboriginal settlements are located nearby.

Land tenure The total Property area encompasses 72 tenements divided into three groups namely Plutonic Gold Mine, Hermes, and Bryah Basin Joint Venture (JV). The project area extends over 60 km, with two centres; one around the Plutonic Gold Mine in the north-east, and one at the Hermes project in the south-west. The Plutonic Gold Mine group includes 36 granted exploration, mining, and miscellaneous tenements covering approximately 357 km2 (excluding miscellaneous licence areas). The Hermes project comprises 10 granted tenements (and 3 tenements pending application) with a total granted area excluding miscellaneous licences of approximately 70 km2. The Bryah Basin JV tenement group comprises 26 granted exploration, mining, or miscellaneous tenements with a farm-in area of approximately 370 km2; however, of the total Bryah Basin tenement holdings, only 216.6 km2 is held under the joint venture agreement designated area. The total exploration and mining tenure held by or as part of a joint venture earn-in is approximately 644 km2 or 64,374 hectares.

Billabong currently holds beneficial title in the Plutonic Gold Mine and Hermes tenements and the pastoral leases. However, legal title currently remains in the name of Northern Star until the valuation and stamping process (in respect of the tenements) and ministerial consent (in respect of the pastoral leases) has been obtained, in each case as discussed further above. Once these approvals are obtained and processes have been cleared, legal title will be registered in the name of Billabong. The Bryah Basin JV tenements are currently held in majority part or in full by Alchemy Resources Limited (ALY) (or 100% owned subsidiaries). Billabong is able to earn an 80% (or 70% for Jackson Minerals Ltd tenements) equity interest upon expending A$1.2 million.

Royalties Royalties are payable in the following circumstances:  Property tenements (Plutonic Gold Mine, Hermes, and Bryah Basin): — Western Australian State Government: 2.5% of all gold metal production above 2,500 oz Au in each year. The royalty value of gold metal produced is calculated for each month in the relevant quarter by multiplying the total gold metal produced during that month by the average of the gold spot prices for that month. — The Plutonic royalty payable to Northern Star comprises a 2% royalty on gold produced by Billabong from all tenements between 300,000 oz Au and 600,000 oz Au produced, capped at A$10 million (US$7.4 million).  Plutonic Grange tenements: — Plutonic Grange tenement royalty agreement (M52/295, M52/296, M52/300, and M52/301) is a sliding-scale royalty based on ore feed type and head grade of the mill feed to Plutonic Gold Mine mill. An example for underground ore is included in part in Table 1.3. AMC notes that currently no quoted Mineral Resources held by Billabong are influenced by this royalty agreement.

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Table 1.3 Grange royalty agreement: underground ore

Head grade range of mill feed Royalty payable (Au g/t) A$/t (US$/t) <1.5 Nil 1.5–2.99 0.50 (0.37) 3.0–3.99 0.80 (0.59) 4.0–4.99 1.00 (0.74) 5.0–5.99 1.20 (0.89) 6.0–6.99 2.15 (1.59) 7.0–7.99 4.50 (3.33) 8.0–8.99 5.50 (4.07)

 Hermes and Bryah Basin JV tenements: — 1% royalty on net smelter return to Alchemy Resources (Three Rivers) Pty Limited for tenements E52/2361, M52/685, M52/753, M52/796, M52/797, L52/116, L52/117, and L52/118 where gold production by Billabong from the tenements is between 70,000 and 90,000 oz Au only. — A third party holds a royalty for 0.5% of gold metal produced by Billabong from specified Hermes tenements for production up to 100,000 oz Au and a 0.25% gold metal royalty over 100,000 oz Au, which is payable for the duration of any productive mining (being the period during which Billabong is required to pay the state royalty).

History A brief summary of the ownership and production history is as follows:  In the 1970s, International Nickel Company (Inco) undertook nickel exploration over the Plutonic Marymia Greenstone Belt and abandoned the area in 1976 after failing to identify an economic nickel deposit.  In 1986, Redross Consultants Pty Ltd (Redross) was granted an Exploration Licence over the southern portion of the Plutonic Mining Lease. Titan Resources NL (Titan) commenced exploration in the area surrounding Marymia Hill.  In 1987, Redross optioned the Plutonic Exploration Lease to NL (GCM). Resolute Resources Ltd (Resolute) and Titan entered into a joint venture over the Marymia Hill leases. Battle Mountain Australia (BMA) commenced exploration in the Plutonic bore area. Stockdale Prospecting Ltd conducted a regional sampling programme in the vicinity of Marymia dome.  In 1989, GCM sold the Plutonic Gold Mine lease to Pioneer Minerals Exploration who changed their name to Plutonic Resources Limited.  Plutonic Gold Mine opened, with open-pit production from the Main pit (Main Pit), in 1990.  In 1991, Plutonic Resources Limited and GCM purchased the adjacent Freshwater property from Horseshoe Gold Mine Pty Ltd and commenced reverse circulation (RC) drilling of previously identified targets and a regional geochemical programme.  In 1992, mining started in Marymia K1 and K2 open pits.  Joint venture partners Resolute and Titan purchased mining leases from BMA in 1993.  Marymia Triple P open-pit production started in 1993 with treatment at the Marymia plant.  Plutonic Gold Mine underground operation (Plutonic Underground) production started in 1997.  In 1998, Homestake Mining Company acquired Plutonic Resources Limited, and Homestake Gold of Australia Limited bought all of the Marymia property and assets from Resolute.  Homestake Mining (USA) merged with Corporation (Barrick) in 2001.  Open-pit mining commenced at Triple P – B Zone in August 2002 and completed in August 2003.  The Main Pit closed in 2005.  The Plutonic Gold Mine was sold by Barrick to Northern Star in February 2014.  Hermes and the earn-in interest in the Bryah Basin tenements was acquired by Northern star in February 2015 from ALY.  The Property tenements and operations were sold by Northern Star to Billabong in October 2016.

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Geology and mineralization The Property is located within the Archaean Plutonic Marymia Greenstone Belt, an elongated north-east-trending belt within the Marymia Inlier. The Marymia Inlier is an Archaean basement remnant within the Proterozoic Capricorn Orogen comprising two mineralized greenstone belts (Plutonic Well and Baumgarten), with surrounding granite and gneissic complexes. The Capricorn Orogen is situated between the and Yilgarn Cratons and is possibly the result of the oblique collision of the two Archaean cratons in the early Proterozoic.

The north-east-trending Plutonic Marymia Greenstone Belt extends over an 80 km strike length and is up to 10 km in width. The Belt is subdivided into two volcano-sedimentary sequences, consisting of mafic and ultramafic units overlain by predominately felsic volcaniclastic and sedimentary rocks. These units have been subjected to greenschist and amphibolite facies metamorphism, deformed by polyphase folding, shearing, faulting, and intruded by felsic porphyry and granitoid bodies. This has resulted in a strong north-east-trending fabric that is paralleled by multiple low-angle thrust faults, which occur throughout the belt and are intimately associated with the known gold mineralization.

Three major structural events have shaped the Plutonic Marymia Greenstone Belt, with D1, north-directed, low-angle thrusting emplacing mafic and ultramafic units above sediments, followed by granite sheet intrusion and subsequent granite thrusting along the western portion of the belt in D2. This was followed by D3 high-angle thrusting towards the south-east and open folding of earlier structures plus reactivation of D2 thrusts. Gold mineralization is thought to be associated with the earliest structural event (D1) within regional-scale thrust duplexes controlled by deep-seated east–west-trending lineaments.

The historical Plutonic Gold Mine area comprises 39 known gold deposits mined throughout the history of the mine, including in areas of the Marymia dome.

Gold mineralization occurs in a large number of deposits and prospects in the Plutonic Marymia Greenstone Belt, with the main deposit at the Plutonic Gold Mine.

Mineralization at Plutonic Gold Mine is separated into four distinct styles:  Replacement: brown or Plutonic lodes (which contain the bulk of the gold)  Replacement: green lodes  Plutonic: hard to see lodes  Dilational high-angle quartz veins

Mineralization regularly occurs as shallowly dipping, layer-parallel lodes, although steep lodes and minor quartz vein–hosted deposits also occur. Regionally within the greenstone belt, mineralized host rocks vary from amphibolites to ultramafics and banded iron formation (BIF). Lateritic and supergene enrichment are common throughout the belt and has locally been mined. Biotite, arsenopyrite, and lesser pyrite/pyrrhotite are common alteration minerals associated with gold mineralization.

Mineralization at Plutonic Gold Mine is characterized by a series of moderately dipping to very flat-lying, stacked replacement-style lodes, individually up to 5 metres wide, that are hosted within ductile shear zones, oriented slightly oblique to stratigraphy. Lodes are preferentially restricted within the top half of the mine mafic, which is a sequence of upper greenschist to lower amphibolite grade basaltic flows of variable thickness sandwiched between the hanging wall and footwall ultramafic units. Lodes are characterized by intense banding, defined by crude mineral segregation and mineral alignment. Gold, where visible, is intimately associated with arsenopyrite and pyrrhotite.

Exploration status Billabong have current and planned exploration programmes that cover the current life-of-mine (2016–2019). The primary aim is to increase resource base and convert mining resources to reserves by targeting areas from both underground and from surface.

An annual expenditure of approximately US$7.5 million is envisaged for 2017. Subject to results, this amount might be varied as required.

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A proportion of the exploration budget will be used for increasing Inferred Resources5 (extensions to known resources distal to the current mine area). A proportion of the exploration budget will be used for resource definition drilling and development projects proximal to the current underground working areas.

Mineral Resources The Mineral Resource estimate for Property, inclusive of Mineral Reserves, as of 30 September 2016 is summarized above in Table 1.1. The Mineral Resources are based on a gold price of US$1,258 (A$1,700) per ounce. The resource models were prepared by the Northern Star personnel as at 30 June 2016, and have been verified and depleted to 30 September 2016 by AMC.

AMC has reviewed the resource assumptions, input parameters, geological interpretation, block modelling procedures, and results, and notes that there is moderate risk associated with the estimation methodology applied in the Plutonic Gold Mine Mineral Resource estimates. However, in AMC’s opinion, the Mineral Resource estimate, classified as Indicated, is appropriate for the style of mineralization and the resource models are reasonable and acceptable for public reporting.

The databases used for resource estimation are broken down per model from a centralized project database. For each resource area, wireframe models are generated for geological features such as the mine mafic, dolerites, and faults. Geological and structural domains are segregated and unfold planes generated to drive mineralization interpolation by inverse distance to the power of three for each domain. All work is done in Vulcan™ software. For the Plutonic Underground model, the Vulcan™ Mineable Shape Optimiser (MSO) function is then applied to the resulting block model to define areas capable of being potentially economic based on defined mining and recovery parameters. Only areas above a defined gold cut-off grade and a minimum size are then summed to derive a total Mineral Resource.

AMC’s concerns over the previous classification of Measured Resources4 at Plutonic Gold Mine has been mitigated by downgrading all material previously classified as Measured Resources back to an Indicated Resource4 classification. AMC considers the spatial continuity of the dominantly remnant blocks is such that the previous estimate of 190,000 oz Au as Measured Resources was optimistic. AMC has taken a realistic approach by lowering the confidence to Indicated Resource for all this material. Future estimates might be able to better define specific areas that have the mapping and sampling to support a Measured classification.

Plutonic Underground is currently divided into 10 resource zones based on the complexity of the geological setting. The resource zones are generally defined by major faults and dolerite dykes. The mine mafic (mineralized unit) is updated for each resource zone using the most recent drillhole and face sample databases at the time that modelling is undertaken. The resource cut-off grade is calculated for each mining zone based on the estimated metallurgical recoveries.

AMC is not aware of any environmental, permitting, legal, title, taxation, socioeconomic, marketing, political, or other issues that could materially affect the Mineral Resource estimates.

Mineral Reserves The Mineral Reserve estimates for the Property as at 30 September 2016 is shown in Table 1.2. The estimate is based upon the Mineral Reserve estimate prepared for 30 June 2016, and then depleted for the Mineral Reserve material mined between 30 June 2016 and 30 September 2016. The estimate includes modifications to account for unmineable material, dilution, and Inferred Mineral Resource metal within the mining shapes.

All Plutonic Underground Proven5 Mineral Reserves estimated at 30 June 2016 that have not been mined at 30 September 2016 have been reclassified to Probable5 Mineral Reserves. This is because the classification of all Plutonic Underground Mineral Resources that were Measured Mineral Resources have been reclassified as Indicated Mineral Resources for the 30 September 2016 Mineral Resource estimate.

For National Instrument (NI) 43-101, Mineral Reserve estimates must be supported by a study at feasibility or pre-feasibility level, which includes an economically viable mine plan based only on Mineral Reserves. Assuming only the Mineral Reserves are included in the economic evaluation, a positive cash flow from the

5 As defined by NI 43-101.

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operation is sensitive to the assumptions: minor negative movements away from the assumed gold prices, exchange rates, or costs might make production from the Mineral Reserves uneconomic.

Mining method Plutonic Gold Mine has been in continuous production since 1990. Historically, Plutonic’s mill has been fed from three sources of ore:  A series of open pits close to the mill. The pits started production in 1990, the main pit finished in 2005, and a series of smaller pits continued to provide ore for a number of years. All pits close to the mill were completed a number of years ago.  An underground operation. Plutonic Underground has been in continuous production since 1995 and remains in production.  Low-grade stockpiles. Low-grade stockpiles were from open-pit and underground development operations. The treatment of low-grade stockpile from open pits was completed a number of years ago. The low-grade stockpile from underground development operations remains in production.

Ore feed to the mill during 2016 was from mining operations at either the Plutonic stockpiles or Plutonic Underground. The life-of-mine (LOM) plan anticipates continued ore feed from these mining operations, and additional ore feed commencing calendar year 2017 from a new mining operation at Hermes Open Pit (60 km from the Plutonic mill) and the Baltic Extension in the Plutonic Underground.

There is substantial site history and experience with the underground mining methods currently employed and the continued use of those methods is the basis of the mine plan.

There is substantial site history in open-pit mining, but open-pit mining has not been carried out on site for a number of years. The mine plan envisaged for Hermes Open Pit is based on industry standard practices and the authors do not believe there are any significant issues.

Mineral processing Plutonic Gold Mine has been in operation since 1990. The original process plant (PP1) consisted of an open circuit jaw crusher, coarse ore stockpile, semi-autogenous grinding (SAG) mill and ball mills, two leach tanks, and six carbon adsorption tanks. A three-stage hard rock crushing circuit was incorporated in 1994, which included a fine ore bin and an additional ball mill. A second process plant (PP2) was added in 1996 utilizing the original PP1 jaw crusher and coarse ore stockpile and adding SAG and ball mills, two additional leach tanks, and six additional carbon adsorption tanks. A 16 MW gas power station was added in 1997.

PP1 was designed for the treatment of primary ore while PP2 was designed to process oxide ore. At the end of June 2004, oxide ore sources were exhausted and the crushing and milling components of PP2 were shut down. However, the leach and carbon adsorption circuit of PP2 was run in parallel with the PP1 leach/adsorption circuit. In April 2008, the PP2 leach and carbon adsorption circuit was emptied, cleaned, and placed into care-and-maintenance as part of a strategy to reduce the site power load and power consumption due to power restrictions caused by the June 2008 gas supply crisis. The four tanks in the PP2 leach and carbon adsorption circuit that were recommissioned in June 2010 have been shut down in 2012.

The primary sections of the processing plant that are currently in use are:  Crushing and conveying  Ore reclaim and grinding  Leaching and carbon adsorption  Carbon stripping, electrowinning, refining, and carbon regeneration  Tailings thickening and cyanide destruction  Tailings deposition and storage  Reagent mixing and handling  Plant services

Plant performance for the past four years indicates reasonable performance, with recoveries ranging from 71% to 90%, and an average recovery over the four-year period of 83%.

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Hermes ore has had metallurgical testwork completed. The testwork recommended a mill recovery of 95% for all the ore types (oxides, transitiona,l and weathered) for the pit optimization and economic modelling. The current plant design criteria have been evaluated in comparison with testwork results for the Hermes deposit. The review did not reveal any significant issues and it is expected that the plant will continue to perform reasonably well when processing the Hermes ore.

The life-of-mine plan forecasts improved average gold recoveries, which reflects the better recoveries achieved during testwork conducted on the Hermes ore.

General site infrastructure The Plutonic Gold Mine is a well-established mine that has services and infrastructure consistent with an isolated area operating mine:  The mine can be accessed by aircraft or by road. The airstrip is adjacent to the site, and there is an aircraft fuel tank and fueling facility at the airstrip.  Freight is brought to site by transport trucks using the highways.  Electricity is generated on-site by means of a gas-powered generating station (four units), which supplies all power requirements within the vicinity of the camp and processing plant. Gas is supplied by a pipeline spur from the Goldfields Gas Pipeline. A back-up diesel power station is also maintained.  Water requirements for dust suppression and road maintenance during mining activities are supplied from water sources in the existing Salmon Pit or the Main Pit.  Potable water requirements are provided on-site using a reverse osmosis system installed at the processing plant.  Plutonic Gold Mine operates as a fly-in-fly-out operation and maintains a camp on-site for the employees and contractors.  The mine site has a communication network of telephones and licensed ultra-high frequency (UHF) radio repeaters within the Main Pit mining area and village facilities. Outside these areas, communication is by means of radio or satellite phone only.

In AMC’s opinion, the existing site infrastructure is capable of supporting the mine plans envisaged. Historically, the site has successfully operated at production rates significantly higher than those envisaged.

The Hermes Open Pit will require new infrastructure, but this new infrastructure and its estimated cost is standard to the industry.

Environmental, permitting, and social considerations Monitoring programmes are conducted so as to satisfy key license components.

Billabong operates under the Department of Environment and Conservation (DEC) Licence L6868/1989/12 (valid 18 September 2014 to 17 September 2024) in accordance with the Environmental Protection Act WA 1986.

Plutonic Gold Operations holds three groundwater licences (GWL); GWL 151450(7), GWL 183063(2), and GWL 182889(3) for mine dewatering from open pit and underground, and to abstract production and potable water from Borefields 1 and 2 located 30 km and 15 km west of the Plutonic mill.

Plutonic Gold Operations are in compliance with its mining licence conditions as of the date of this report (Technical Report).

Native title The Native Title Act 1993 (Cth) provides for the protection of Aboriginal interest on land other than Aboriginal freehold land (e.g. pastoral leases, Crown land). The Native Title Act 1993 (Cth) covers past and future acts that might affect native title and determines whether native title exists. The Native Title Act 1993 also provides a mechanism by which traditional owners can negotiate compensation for acts affecting native title interests.

A number of the Property leases are subject of the Gingirana native title application lodged with the Western Australian Government in 2003. This application is being managed by the Ngaanvatjarra Council (Aboriginal

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Corporation). The Department of Mines and Petroleum (DMP) advises that the Gingirana Objection6 was referred to the independent person on 10 November 2016. A decision on the grant of the tenement will be made by the independent person (sometime after 27 January 2017). Billabong’s view is the tenement is likely to be granted.

Mine closure The objective of the Plutonic Gold Operations rehabilitation programme is to return sites affected by mining to a stable, non-eroding, and safe condition. Rehabilitation of disturbed areas will be conducted in accordance with current DMP guidelines.

A mine closure plan has been prepared for the Plutonic Gold Mine. The plan was approved by the Department of Mining and Petroleum in November 2015. The Hermes Open Pit Mine Closure Plan is documented in a separate report and includes a closure cost estimate for Hermes.

A rehabilitation liability calculator (http://www.dmp.wa.gov.au/environment_help/1591.aspx) for the Plutonic Gold Operations estimated the LOM liability costs as US$16 million (A$22 million) and the International Financial Reporting Standard (IFRS) liability as US$18 million (A$24 million), with a relinquishment date of 10 years from the date of closure. The Hermes Mine Closure Plan estimates closure costs as US$0.7 million (A$0.985 million).

In addition to these closure costs, AMC has included in the economic analysis:  Plutonic Gold Operations human resources obligations at the end of the mine life (US$2.7 million): these additional costs are approximations only and should be considered further as part of a future review of the mine closure plan. Employee entitlements are covered by work capital.

Capital and operating cost estimates A summary of the LOM capital and operating cost estimates is shown in Table 1.4. These costs estimates are based on the LOM plans presented in Section 16.4 and include mining from Plutonic Underground, Hermes Open Pit, and Plutonic stockpiles. As shown in Table 21.1, these costs include the mining and processing of a total of 2,450 kt of ore at 2.4 g/t Au (189 koz gold mined) for a total of 172 koz gold recovered from the mill.

In Table 1.4, the unit costs per tonne for Plutonic Underground (550 kt), Plutonic stockpiles (330 kt), and Hermes Open Pit (1,570 kt) are per tonne mined from those activities: not the total tonnes processed (2,450 kt).

Table 1.4 Life-of-mine capital and operating cost estimates commencing January 2017

LOM total LOM total LOM total Total site costs LOM total AISCA Operating Total AISC Operating Total AISC sustaining project (pre-tax) operating (excluding unit cost unit cost unit cost unit cost capital capital project) US$/oz US$/oz Units US$m US$m US$m US$m US$/t ROMB US$/t ROM recovered recovered Plutonic Underground 49 9 58 – 88 104 Plutonic stockpiles 1 – 1 – 2 2 639 691 Hermes Open Pit 60 – 60 11.8 39 39 Processing and tailings 37 2 39 – 15 16 217 229 storage facility General, administration, 8 – 8 – 3 3 49 49 and infrastructure Royalties 6 – 6 – 3 3 37 37 Total (excluding closure) 162 11 173 12 66 70 942 1,006 Closure – – – 20 – – – – A All-in sustaining costs. B run-of-mine.

AMC considers that the capital and operating cost estimates are reasonable for the LOM plan based on Mineral Reserves. Further, the cost estimates are in line with actual cost performance over the last six months for

6 Gingirana Native Title Claim have objected to the grant of L52/165.

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Plutonic Underground, Plutonic mill, and general administration costs after taking account of the difference between the actual and expected production rate.

Economic analysis The economic analysis is based on Billabong’s corporate metal price, exchange rate, and discount rate assumptions:  A gold price of US$1,250 in 2017, and US$1,300 in 2018 and beyond.  An exchange rate of US$:A$ of 0.74.  A discount rate of 6%.

The metal prices and exchange rate assumptions are in line with consensus figures and AMC considers them to be reasonable.

All costs are estimated in A$ and converted to US$ for consistency.

Based on the assumptions outlined throughout this report, and including closure costs, the mine has a potential:  Cumulative gross cashflow of US$17 million.  Cumulative net cashflow (after tax) of US$16 million.  Net present value (NPV at 6%) of US$15 million (after tax).

The above figures are after-tax (using a simplified tax calculation).

The above calculations do not include sunk costs, purchase price, interest payments, or existing debt.

Neither an internal rate of return (IRR) or a payback period has been calculated because no purchase price has been included in the economic evaluation.

Table 1.5 contains a summary of the key production physicals, costs, revenue, and economics.

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Table 1.5 Production, cost, revenue, and economic data

Description Unit Total mine 2017 2018 2019 2020 2021 2022 2023 2024 Underground physicals Mill feed mined kt 552 278 150 125 – – – – – Development km 6.7 4.9 1.8 – – – – – – Waste mined kt 414 341 73 – – – – – – Open pit physicals Mill feed mined kt 1,565 55 790 720 – – – – – Pre-strip waste kt 3,975 3,975 – – – – – – – Waste mined kt 12,261 1,136 7,444 3,680 – – – – – Total waste mined kt 16,236 5,111 7,444 3,680 – – – – – Total material movement kt 17,801 5,166 8,235 4,400 – – – – – Strip ratio t:t 10 93 9 5 – – – – – Milling physicals Mill feed treated kt 2,450 665 940 845 – – – – – Grade g/t 2.4 2.5 2.2 2.6 – – – – – Recovery % 91% 86% 92% 93% – – – – – Ounces gold produced koz 172 46 60 66 – – – – – Ounces silver produced koz – – – – – – – – – Revenue Gold price US$/oz 1,287 1,250 1,300 1,300 – – – – – Silver price US$/oz – – – – – – – – – Total revenue US$m 221 57 78 86 – – – – – Costs operating Royalties US$m 6 1 2 3 – – – – – Mining (UGA and stockpiles) US$m 49 21 20 9 – – – – – Mining (OPB) US$m 60 8 32 21 – – – – – Processing US$m 37 11 14 12 – – – – – General and administration US$m 8 3 3 2 – – – – – Perth and Toronto Office US$m – – – – – – – – – Total operating cost US$m 162 44 71 46 – – – – – Operating cost/oz US$/oz 941 965 1,181 704 – – – – – Costs sustaining capital Sustaining capital (UG) US$m – – – – – – – – – Sustaining capital (UG development) US$m 9 8 1 – – – – – – Sustaining capital (OP) US$m 0 – – 0 – – – – – Mill sustaining capital US$m 2 1 1 – – – – – – Other sustaining capital US$m – – – – – – – – – Total sustaining capital cost US$m 11 9 2 0 – – – – – All-in sustaining costs/oz US$/oz 1,006 1,163 1,212 708 – – – – – Costs project and expansion Development/expansion capital (OP) US$m 12 12 – – – – – – – Costs closure Closure costs US$m 23 – – – 4 5 5 5 4 Salvage US$m –4 – – – – –1 –1 –2 – Working capital Working capital changes US$m – – – – – – – – – Economic summary Operating costs US$m 162 44 71 46 – – – – – Sustaining capital costs US$m 11 9 2 0 – – – – – Project capital costs US$m 12 12 – – – – – – – Closure costs US$m 20 – – – 4 4 4 4 4 Working capital changes US$m – – – – – – – – – Total costs US$m 204 65 73 47 4 4 4 4 4 Revenue US$m 221 57 78 86 – – – – – Pre-tax cash flow US$m 17 –8 5 39 –4 –4 –4 –4 –4 Estimated tax payable US$m 1 – – 1 – – – – – After-tax cash flow US$m 16 –8 5 38 –4 –4 –4 –4 –4 A Plutonic Underground. B Hermes Open Pit.

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Economic sensitivity Assuming only the Mineral Reserves are converted into production, a positive cash flow from the operation is sensitive to the assumptions: minor negative movements away from the assumed gold prices, exchange rates, or costs might make the operation uneconomic.

Further, the economic analysis indicates that cash flow might be negative in 2017 primarily as a result of the capital expenditure envisaged for Hermes Open Pit and Baltic Extension development.

The economic analysis does not include tax (purchase price allocations are yet to be completed), sunk costs, purchase price, interest payments, or existing debt.

Other relevant data and information A preliminary economic assessment (PEA) has been carried out on extensions to the Plutonic Underground. The PEA is discrete from and exclusive of the Mineral Reserves, and the costs and revenue associated with mining of the Mineral Reserves. The PEA includes capital costs for accessing the Mineral Resources included in the PEA.

The PEA is preliminary in nature, and this section reports the results of studies that are based on Mineral Resources that include some Inferred Mineral Resources; the studies are therefore conceptual in nature. Mineral Resources are not Mineral Reserves and do not have demonstrated economic viability. Further, Inferred Mineral Resources are considered too speculative geologically to have the economic considerations applied to them that would enable them to be categorized as Mineral Reserves. There is no certainty that the following life-of-mine schedules and economic assessments will be realized.

There is a potentially significant economic impact that might result from realization of this PEA. While there is no certainty that the life-of-mine schedules and economic assessments included in this section will be realized, Plutonic Underground has a long history of successfully converting Mineral Resources directly into mine production.

Based on these assumptions the PEA indicates:  Cumulative gross cashflow of US$85 million.  Cumulative net cashflow of US$57 million.  Net present value (NPV at 6%) of US$50 million (after-tax).

AMC’s opinion AMC has reviewed all matters relevant to technical and scientific information presented in this Technical Report. AMC is satisfied that there are no issues with respect to the nature, quality, and reliability of exploration information that would materially impact on Mineral Resource and Mineral Reserve estimates, that the resource and reserve estimates have been properly prepared using acceptable methods, and that the estimates may be relied upon for project economic analysis and development.

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Contents 1 Summary ...... ii Technical summary ...... iv Property description and location ...... iv Land tenure ...... iv Royalties ...... iv History ...... v Geology and mineralization ...... vi Exploration status ...... vi Mineral Resources ...... vii Mineral Reserves ...... vii Mining method ...... viii Mineral processing...... viii General site infrastructure ...... ix Environmental, permitting, and social considerations ...... ix Native title ...... ix Mine closure ...... x Capital and operating cost estimates ...... x Economic analysis ...... xi Economic sensitivity ...... xiii Other relevant data and information ...... xiii AMC’s opinion ...... xiii 2 Introduction ...... 1 Sources of information ...... 2 List of abbreviations ...... 2 3 Reliance on other experts ...... 5 4 Property description and location ...... 6 Plutonic Gold Mine group ...... 8 Hermes group...... 11 Bryah Basin Joint Venture ...... 14 5 Accessibility, climate, local resources, infrastructure, and physiography ...... 18 Accessibility ...... 18 Climate ...... 18 Local resources ...... 18 Infrastructure ...... 18 Physiography...... 18 Cultural heritage ...... 19 6 History ...... 20 Ownership history ...... 20 Production history ...... 20 Exploration history ...... 22 7 Geological setting and mineralization...... 24 Regional geology ...... 24 Local geology ...... 25 Property geology ...... 28 Plutonic Gold Mine...... 28 Hermes ...... 31 Mineralization ...... 33 Plutonic Gold Mine...... 33 Hermes ...... 36 8 Deposit types ...... 37 9 Exploration ...... 38 In-mine exploration ...... 38 Near-mine exploration ...... 40 Timor Extension ...... 41

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Plutonic West ...... 44 Zone 114 ...... 44 Reservoir ...... 45 Big Fish ...... 46 Historical open pits ...... 47 Regional exploration ...... 48 Plutonic Gold Mine tenements ...... 48 Western granites...... 50 Hermes ...... 51 Bryah Basin: Regional ...... 52 Wilgeena ...... 53 10 Drilling ...... 55 Plutonic Gold Mine summary ...... 55 Hermes summary ...... 58 Recent drilling results ...... 60 11 Sample preparation, analyses, and security ...... 64 Sample security ...... 64 Plutonic Gold Mine ...... 64 RC samples: Barrick and Resolute...... 64 RC samples: Homestake Mining Company and Plutonic Resources Ltd ...... 64 Diamond core samples: Homestake Mining Company and Plutonic Resources Ltd ...... 65 Diamond core samples: Northern Star ...... 65 Face samples: Northern Star ...... 67 Hermes ...... 67 1996–1998 Troy Resources NL ...... 67 2009–2011 Alchemy Resources Limited ...... 68 2015–2016 Northern Star ...... 68 QA/QC procedures ...... 68 Methods: Plutonic Gold Mine ...... 68 Independent validation of QA/QC: CRMs ...... 70 Qualified Person opinion ...... 72 12 Data verification ...... 73 Verification by company ...... 73 Sample tracking ...... 73 Data verification ...... 73 Previous data verification reviews ...... 73 Verification by qualified person ...... 73 Site visit ...... 73 Data verification ...... 73 Qualified Person opinion ...... 73 13 Mineral processing and metallurgical testing ...... 74 Testing of Hermes ore ...... 74 Comminution ...... 74 Metallurgical recovery ...... 74 Tailings ...... 76 14 Mineral Resource estimates ...... 77 Summary ...... 77 AMC’s opinion ...... 77 Plutonic Gold Mine Mineral Resources ...... 78 Mineral Resource process workflow ...... 80 Resource database ...... 87 Geological models ...... 87 Density data ...... 87 Cut-off grades ...... 88 Composites ...... 88 Variography ...... 90 Resource classification ...... 90

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Comparison with 2015 Mineral Resource ...... 91 Reconciliation between grade control and Mineral Resource estimates...... 92 Hermes Mineral Resources ...... 92 Summary ...... 92 Resource database ...... 94 Geological models ...... 95 Density data ...... 95 Cut-off grades ...... 95 Composites ...... 96 Variography ...... 96 Block model estimation method ...... 100 Resource classification ...... 100 Validations ...... 101 Stockpiles ...... 102 15 Mineral Reserve estimates ...... 103 AMC’s opinion ...... 103 Plutonic Underground ...... 103 Mineral Reserve estimation process, cut-off grades, factors, mining recovery, and dilution ...... 104 Reconciliation ...... 107 Open-pit Mineral Reserves ...... 107 Open-pit description ...... 107 Open-pit geotechnical design ...... 107 Open-pit optimization ...... 109 Open-pit mine design ...... 112 Waste rock dump design ...... 114 Open-pit Mineral Reserve ...... 117 Plutonic stockpiles ...... 118 Changes in the Mineral Reserve estimate over time ...... 118 16 Mining methods ...... 121 Plutonic Underground ...... 121 Plutonic Underground mine design ...... 123 Mining methods ...... 123 Underground production schedule ...... 124 Mobile equipment ...... 125 Underground infrastructure ...... 126 Open-pit operations ...... 127 Open-pit mining method ...... 127 Waste rock placement ...... 128 Site layout ...... 128 Open-pit mine production schedule ...... 130 Mining equipment fleet ...... 130 Mining infrastructure ...... 131 Plutonic stockpiles ...... 131 Total site LOM schedules ...... 131 17 Recovery methods...... 134 Summary ...... 134 Process description ...... 136 Crushing ...... 136 Grinding ...... 136 Leaching and adsorption ...... 136 Carbon stripping, electrowinning, refining, and carbon regeneration ...... 137 Cyanide destruction ...... 137 Tailings disposal ...... 137 Plant services ...... 137 Plant performance ...... 138 Gold recoveries...... 138 Process operating costs ...... 139 Process capital costs ...... 140

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Processing conclusions ...... 140 18 Project infrastructure ...... 141 AMC’s opinion ...... 141 Transportation ...... 141 Utilities ...... 141 Disposal and drainage ...... 141 Buildings and facilities ...... 141 Communications ...... 141 Tailings storage ...... 142 New infrastructure required for Hermes Open Pit ...... 142 19 Market studies and contracts ...... 143 Markets ...... 143 Contracts ...... 143 20 Environmental studies, permitting, and social or community impact ...... 144 Land access ...... 144 Land access overview ...... 144 Real property title...... 146 Mineral tenure ...... 147 Native title ...... 147 Mining and environmental approvals ...... 150 Overview of approvals requirements ...... 150 Mining approvals...... 150 Compliance ...... 151 Environment ...... 151 Environmental policy and management system ...... 151 Waste rock ...... 152 Tailings ...... 152 Land ...... 152 Water management ...... 153 Groundwater ...... 153 Ecology ...... 154 Community ...... 155 Social context and nearest sensitive receptors ...... 155 Community engagement ...... 155 Aboriginal cultural heritage ...... 156 Non-aboriginal cultural heritage ...... 156 Mine closure and security bonds...... 156 Regulatory regime and closure costs ...... 156 Plutonic Gold Mine...... 157 Hermes ...... 158 Haul road corridor ...... 158 21 Capital and operating costs ...... 159 AMC’s opinion ...... 159 Basis of cost estimates ...... 160 Cost estimate exclusions ...... 160 Capital and operating cost estimate detail by area ...... 161 Plutonic stockpiles ...... 161 Plutonic Underground ...... 161 Hermes Open Pit ...... 161 Processing and TSF ...... 162 General, administration, infrastructure, and other costs...... 162 Closure costs ...... 162 Comparison of cost estimate to actual site costs ...... 163 Personnel quantity ...... 163 22 Economic analysis ...... 165 AMC’s opinion ...... 166 Production schedules and costs forming the basis of the economic analysis ...... 166 Taxes ...... 166

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Currency, exchange rate, discount rates, dollar dates, and metal price assumptions ...... 167 Production, cost, revenue, and economic data ...... 167 Economic sensitivity ...... 169 23 Adjacent properties...... 170 Plutonic Gold Mine ...... 170 Hermes ...... 171 24 Other relevant data and information ...... 172 Introduction ...... 172 Plutonic Underground ...... 172 Historical performance ...... 172 Basis of the PEA ...... 173 PEA tonnes and grade ...... 173 PEA recovery methods, infrastructure, and environment ...... 174 PEA cost and economics ...... 174 PEA costs ...... 174 PEA economic analysis ...... 175 PEA economic sensitivities ...... 178 25 Interpretation and conclusions ...... 179 Plutonic Gold Mine ...... 179 Hermes ...... 179 26 Recommendations...... 181 Exploration programme ...... 181 Mineral Resource estimation ...... 181 Mineral Reserve estimation ...... 181 Mining methods ...... 182 Capital and operating costs ...... 182 Economic analysis ...... 183 Other relevant data and information ...... 183 27 References ...... 184

Tables Table 1.1 Summary of Plutonic Gold Operations Mineral Resources as of 30 September 2016 ...... iii Table 1.2 Summary of Plutonic Gold Operations Mineral Reserves as of 30 September 2016 ...... iii Table 1.3 Grange royalty agreement: underground ore ...... v Table 1.4 Life-of-mine capital and operating cost estimates commencing January 2017 ...... x Table 1.5 Production, cost, revenue, and economic data ...... xii Table 2.1 Persons who prepared or contributed to this Technical Report ...... 1 Table 2.2 List of abbreviations ...... 2 Table 4.1 Grid transformation POL to MGA or AMG ...... 6 Table 4.2 Grid transformation Three Rivers to AMG ...... 6 Table 4.3 Plutonic Gold Mine group tenement list ...... 10 Table 4.4 Plutonic Gold Mine group tenement list notes ...... 11 Table 4.5 Hermes group tenement list ...... 14 Table 4.6 Hermes group tenement list notes ...... 14 Table 4.7 Bryah Basin JV group tenement list ...... 16 Table 4.8 Bryah Basin JV group tenement list notes ...... 17 Table 5.1 Plutonic Gold Mine rainfall and evaporation averages ...... 18 Table 6.1 Mining production from Plutonic Gold Mine ...... 21 Table 9.1 Significant drilling results from Plutonic West ...... 44 Table 10.1 Plutonic Gold Mine exploration surface drilling summary ...... 56 Table 10.2 Hermes area exploration drilling summary ...... 58

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Table 10.3 Plutonic Underground significant drilling intercepts July – September 2016 (>1 m and >20 gold gram metres) ...... 61 Table 13.1 Summary of Hermes comminution testwork results ...... 74 Table 13.2 Summary of Hermes Stage 1 leach testwork ...... 75 Table 13.3 Summary of Hermes Stage 2 testwork results ...... 75 Table 13.4 Summary of Hermes Stage 3 testwork results ...... 75 Table 13.5 Summary of Hermes carbon tests ...... 76 Table 13.6 Summary of rheology testwork results ...... 76 Table 13.7 Settling rates ...... 76 Table 14.1 Mineral Resources as at 30 September 2016 ...... 77 Table 14.2 Plutonic Underground Mineral Resources by area as at 30 September 2016 ...... 79 Table 14.3 Timor/Pacific search distance parameters ...... 84 Table 14.4 Timor/Pacific bulk density assignments ...... 84 Table 14.5 Caspian search parameters ...... 86 Table 14.6 Caspian bulk density ...... 86 Table 14.7 Plutonic Underground resource cut-off grade by area ...... 88 Table 14.8 Plutonic Underground top-cuts ...... 89 Table 14.9 Plutonic Gold Mine 30 June 2015 Mineral Resource comparison to 30 September 2016 Mineral Resource ...... 92 Table 14.10 Summary of Hermes Mineral Resources 30 September 2016 (1.0 g/t cut-off) ...... 93 Table 14.11 Bulk density value used in the Hermes resource ...... 95 Table 14.12 Domain orientation and top-cuts used in the Hermes resource ...... 96 Table 14.13 Ellipsoid parameters used in the Hermes resource block model ...... 98 Table 14.14 Parameters for individual lode exceptions ...... 99 Table 14.15 Hermes Mineral Resource estimate by oxidation state, effective 30 June 2016 (1.0 g/t Au cut- off) ...... 100 Table 15.1 Summary of Mineral Reserves 30 September 2016 ...... 103 Table 15.2 Plutonic Underground Mineral Reserves 30 September 2016 ...... 104 Table 15.3 Recommended Hermes Open Pit slope configuration...... 109 Table 15.4 Hermes Open Pit optimization input parameters ...... 110 Table 15.5 Hermes pit design quantities ...... 114 Table 15.6 Hermes comparison between pit optimization and design ...... 114 Table 15.7 WRD landform design specifications and capacities ...... 114 Table 15.8 Hermes Mineral Reserve estimate at 30 September 2016 ...... 117 Table 15.9 Plutonic stockpiles Mineral Reserves 30 September 2016 ...... 118 Table 16.1 Plutonic Underground mobile equipment ...... 126 Table 21.1 LOM capital and operating cost estimates commencing Jan 2017 ...... 159 Table 21.2 LOM capital and operating cost estimates: Plutonic stockpiles ...... 161 Table 21.3 LOM capital and operating cost estimates: Plutonic Underground ...... 161 Table 21.4 LOM capital and operating cost estimates: Hermes Open Pit ...... 162 Table 21.5 LOM capital and operating cost estimate: processing and TSF ...... 162 Table 21.6 LOM capital and operating cost estimates: general, administration, and infrastructure ...... 162 Table 21.7 LOM capital and operating cost estimates: closure and redundancy costs ...... 163 Table 21.8 Comparison of actual and estimated costs ...... 163 Table 21.9 Plutonic Gold Operations on-site personnel ...... 164 Table 22.1 Production, cost, revenue, and economic data ...... 168 Table 22.2 NPV sensitivity to total costs and gold price (or gold grade) ...... 169 Table 23.1 Production periods and indicative production figures for selected gold mines in Western Australia ...... 170

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Table 24.1 PEA capital and operating cost estimates ...... 175 Table 24.2 PEA production, cost, revenue, and economic data ...... 177 Table 24.3 PEA NPV sensitivity to total costs and gold price (or gold grade) ...... 178 Table 26.1 2017 exploration plan budget...... 181

Figures Figure 4.1 Location map ...... 7 Figure 4.2 Plutonic Gold Mine, Hermes, and Bryah Basin JV project areas showing pastoral and tenement boundaries ...... 8 Figure 4.3 Oblique aerial photographs of Plutonic Gold Mine area ...... 9 Figure 4.4 Hermes and Bryah Basin JV tenement and farm-in location map ...... 13 Figure 6.1 Historical gold production from open pit and underground ...... 22 Figure 7.1 Regional geology plan ...... 25 Figure 7.2 Local geology plan for the Plutonic/Hermes area ...... 26 Figure 7.3 Surface geology, tenement locations, and regional mine sites ...... 28 Figure 7.4 Plutonic Gold Mine area simplified geology ...... 30 Figure 7.5 Plutonic Gold Mine diagrammatic cross-section ...... 31 Figure 7.6 Hermes local geology orthographic projection ...... 32 Figure 7.7 Hermes interpretative geological cross-section ...... 33 Figure 7.8 Mineralization styles ...... 35 Figure 9.1 Plutonic Underground resource location map plan and oblique view ...... 38 Figure 9.2 Oblique view from above of Plutonic Underground in-mine exploration targets ...... 39 Figure 9.3 Oblique-longitudinal section view of Plutonic Underground in-mine exploration targets ...... 40 Figure 9.4 Location map for near-mine exploration targets ...... 41 Figure 9.5 Location plan of the Timor Extension project area ...... 42 Figure 9.6 Three-dimensional section through the Timor and Pacific East mining areas looking north .. 43 Figure 9.7 Oblique view of the Timor fold lithological model ...... 44 Figure 9.8 Plan view of the Zone 114 area showing the mine mafic model and all drilling with gold intercepts greater than 0.5 g/t Au...... 45 Figure 9.9 Plan view of the Reservoir prospect showing the current drill coverage to date ...... 46 Figure 9.10 Big Fish target cross-section looking north ...... 47 Figure 9.11 Plutonic Gold Mine area targets and historical open pits ...... 48 Figure 9.12 All drillholes in the Plutonic Marymia Greenstone Belt ...... 49 Figure 9.13 Drillholes in the Plutonic Marymia Greenstone Belt up to 50 m depth from the surface ...... 49 Figure 9.14 Drillholes in the Plutonic Marymia Greenstone Belt up to 200 m depth from the surface ...... 50 Figure 9.15 Aeromagnetic map of western granites area ...... 51 Figure 9.16 Hermes area exploration target zones ...... 52 Figure 9.17 Geochemical drilling coverage map of Hermes/Bryah Basin JV area ...... 53 Figure 9.18 Oblique view of Wilgeena mineralization ...... 54 Figure 10.1 Plutonic Gold Mine area drilling collar plan ...... 57 Figure 10.2 Hermes drill collar plan ...... 59 Figure 10.3 Plutonic Undergound new drilling intercept location plan ...... 63 Figure 11.1 Flow chart for Northern Star site-based sample processing ...... 66 Figure 11.2 Flow chart for exploration sample preparation at ALS Limited Malaga facility ...... 66 Figure 11.3 Fire assay flow chart for Northern Star at ALS Limited Malaga facility ...... 67 Figure 11.4 QA/QC check sampling flow chart for Northern Star/Billabong field, crush, and pulp duplicates ...... 69 Figure 11.5 QA/QC: Box-and-whisker plot of CRM results from diamond drillhole batches to BV ...... 70 Figure 11.6 QA/QC: Box-and-whisker plot of CRM results from DDH batches to ALS Limited ...... 71

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Figure 11.7 QA/QC: Box-and-whisker plot of CRM results from DDH batches to PGML ...... 71 Figure 11.8 QA/QC: Box-and-whisker plot of CRM results from face sample batches to PGML ...... 72 Figure 14.1 Plutonic Underground mine resource area location plan (in local mine grid) ...... 80 Figure 14.2 A134 resource wireframe bounds showing faults, dykes, and domains ...... 81 Figure 14.3 Block model slice showing domain groupings and cross-cutting dykes ...... 82 Figure 14.4 Major domain subdivisions at Timor/Pacific ...... 82 Figure 14.5 Major domain subdivisions at Caspian ...... 85 Figure 14.6 Diagrammatic example of incorrect continuity analysis ...... 90 Figure 14.7 Measured dip search ...... 91 Figure 14.8 Hermes resource domain locations ...... 94 Figure 14.9 Continuity plots for Trapper 1 domain ...... 97 Figure 14.10 Oblique section (to MGA) through Trapper ore zones, for visual validation between block model and database ...... 101 Figure 14.11 Swath plots through Hermes Trapper (Domain 1) block model (easting, northing, and RL) 102 Figure 15.1 Mineral Resource and Mineral Reserve planning systems ...... 105 Figure 15.2 Hermes Open Pit geotechnical domains ...... 108 Figure 15.3 Hermes Open Pit optimization cumulative results ...... 111 Figure 15.4 Hermes Open Pit optimization shells ...... 112 Figure 15.5 Hermes Open Pit designs ...... 113 Figure 15.6 Hermes south WRD design ...... 115 Figure 15.7 Hermes north WRD design ...... 116 Figure 15.8 Hermes east WRD design ...... 117 Figure 15.9 Changes between Ore Reserves December 2015 and Mineral Reserves September 2016 ...... 119 Figure 15.10 Mineral Resource and Mineral Reserve trends over last five years: tonnes and ounces..... 120 Figure 16.1 Mining operations and deposits feeding the Plutonic mill ...... 121 Figure 16.2 Plutonic Underground plan and long section (looking east) ...... 122 Figure 16.3 Plutonic Underground ore tonnes and grade schedule ...... 124 Figure 16.4 Plutonic Underground lateral development schedule ...... 125 Figure 16.5 Plutonic Underground material movement schedule ...... 125 Figure 16.6 Hermes South WRD material placement sequence ...... 128 Figure 16.7 Hermes North WRD material placement sequence ...... 128 Figure 16.8 Hermes East WRD material placement sequence ...... 128 Figure 16.9 Hermes proposed site layout ...... 129 Figure 16.10 Hermes monthly ore and waste mining tonnes ...... 130 Figure 16.11 Hermes monthly ore tonnes and grade ...... 130 Figure 16.12 Hermes monthly contained gold mined ...... 130 Figure 16.13 Mill production quarterly schedule: feed tonnes and grades ...... 132 Figure 16.14 Mill production quarterly schedule: feed and recovered gold ounces...... 132 Figure 16.15 Mill production annual schedule: feed tonnes and grades ...... 133 Figure 16.16 Mill production annual schedule: feed and recovered gold ounces ...... 133 Figure 17.1 Simplified process flow sheet ...... 135 Figure 17.2 Plutonic Gold Mine process recoveries vs plant throughput ...... 138 Figure 17.3 Plutonic mill process recoveries vs head grade ...... 139 Figure 17.4 Plutonic mill head grades vs tails grade ...... 139 Figure 20.1 Real property and native title claim boundaries ...... 145 Figure 20.2 Rehabilitation status at the Plutonic Gold Mine operation ...... 157 Figure 21.1 Site-wide costs and mill recovered ounces per year ...... 159

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Figure 22.1 Costs and revenue ...... 165 Figure 22.2 Net cashflow and net cumulative cashflow (undiscounted) ...... 166 Figure 23.1 Adjacent prospects in the Plutonic Marymia Greenstone Belt ...... 171 Figure 24.1 Plutonic Underground PEA mill feed production schedule ...... 174 Figure 24.2 PEA annual production schedule: mill feed and recovered gold ounces...... 174 Figure 24.3 PEA site-wide costs and recovered gold ounces per year ...... 175 Figure 24.4 PEA costs and revenue ...... 176 Figure 24.5 PEA net cashflow and cumulative net cashflow (undiscounted) ...... 176

Appendices Appendix A Certificate of Qualified Person

Distribution list 1 e-copy to Paul Olmsted, Superior Gold Inc. 1 e-copy to AMC Brisbane office

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2 Introduction This report (Technical Report) on the Plutonic Gold Operations (the Property) in Western Australia has been prepared on behalf of Billabong Gold Ltd (Billabong), the operating company a 100% subsidiary of Superior Gold Inc., by Mr R Carlson and Mr D Kahler of AMC Consultants Pty Ltd (AMC) of Brisbane, Australia. It has been prepared in accordance with the requirements of “National Instrument 43-101 [NI 43-101] Standards of Disclosure for Mineral Project7, of the Canadian Securities Administrators (CSA) for lodgement on CSA’s System for Electronic Document Analysis and Retrieval (SEDAR).

Billabong, an Australian corporation acquired the Property from Northern Star Resources Limited (Northern Star) on 12 October 2016. The purpose of this report is to present Mineral Resources8 and Mineral Reserves6 for the Property, in Western Australia, for public disclosure. The effective date of this report is 30 September 2016.

The names and details of persons who prepared or contributed to this Technical Report are listed in Table 2.1.

Table 2.1 Persons who prepared or contributed to this Technical Report

Qualified Independent Date of Professional Position Employer Sections of report Person of Billabong site visit designation Qualified Persons responsible for the preparation and signing of this Technical Report AMC 27 BSc., MSc. MAIG Mr R D Principal Consultants Yes October RPGeo, Sections 1–12, 14, 20, 23–27 Carlson Consultant Pty Ltd 2016 MAusIMM AMC 27 Principal Mining BEng.(Mining), Sections 13, 15, 16, 17, 18, 19, Mr D Kahler Consultants Yes October Engineer FAusIMM (CP) 21, 22, 24, 25, 26 Pty Ltd 2016 AMC BEng.(Mining) Mr G Principal Mining Consultants Yes Not visited (Hons), MAusIMM Section 15, 16 Williamson Engineer Pty Ltd (CP) Other contributors BEng (Chemical), AMC Principal 3 October MBus, FAusIMM, Mr H Muller Consultants Yes Section 13, 17, 18 Consultant 2016 FIChemE, Pty Ltd FSAIChE Principal AMC BEng Mr P Allen Environmental Consultants Yes Not visited (Environmental), Section 20 Engineer Pty Ltd EIANZ

The scope of the personal inspection of the property undertaken by the Qualified Persons9 covered:  Interviews on-site with key Billabong personnel.  Site tours of open pits, stockpiles, and mill infrastructure.  On-site examination of procedures10, plans, cross-sections, photographs, and other diagrams.

Mr Carlson (Open Pit and Underground Mineral Resources), Mr Williamson (Open Pit Mineral Reserves), and Mr Kahler (Underground Mineral Reserves) have reviewed, confirmed, and take responsibility for the September 2016 Mineral Resource and Mineral Reserve.

This Technical Report is based on information provided by Billabong, a list of which is contained in Section 21 “References”, on a site visit undertaken on 27 October 2016, and on discussions with Billabong and Northern Star personnel.

7 British Columbia Securities Commission, National Instrument 43-101, Standards of Disclosure for Mineral Projects (NI 43-101), effective June 2011, 20 pp., available , viewed 30 September 2016. 8 As defined by CIM Definition Standards. CIM Standing Committee on Reserve Definitions 2014, CIM Definition Standards - For Mineral Resources and Mineral Reserves, adopted by CIM Council on 10 May 2014, 9 pp., available , viewed 27 December 2016. As required by NI 43-101. 9 As defined by NI 43-101. 10 In this report, references to Northern Star on-site practices and procedures at Plutonic can also be read to be references to Billabong practices and procedures.

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Sources of information This report was compiled based on information received from the following personnel:  Mr Alfred Gillman, Consultant, Billabong  Mr Luke Barbetti, Principal Resource Geologist, Northern Star  Mr Heath Anderson, Resource Geologist, Northern Star  Mr Brad Valiukas, Technical Services Manager, Northern Star  Mr Cory Doust, Vice President Operations - Plutonic, Billabong

Other sources of information are listed at the end of this report in Section 27.

List of abbreviations Units of measurement used in this report conform to the decimal system. All currency in this report is United States dollars (US$) unless otherwise noted. The assumed exchange rate for conversion is 0.74 A$ to the US$. Prices of gold are stated in US$ per troy ounce (US$/oz).

A list of the common abbreviations is included in Table 2.2.

Table 2.2 List of abbreviations

Unit Description Unit Description /t per tonne ktpa kilotonnes per annum < less than kV·a kilovolt ampere > greater than kW kilowatt ≤ less than or equal to kWh kilowatt-hour ≥ greater than or equal t L litre ° C degree Celsius L/s litres per second A$ Australian dollar LG Lerch-Grossman AAS atomic absorption spectroscopy LHD load-haul-dump AC air core LNG liquified natural gas AGD84 Australian Geodetic Datum 1984 m metre AISC $/t all-in sustaining cost per tonne of ore M mega (million) ALY Alchemy Resources Limited m2 square metre AMC AMC Consultants Pty Ltd m3 cubic metre AMG Australian Map Grid mg/L milligram per litre ANFO ammonium nitrate fuel oil MGA Map Grid of Australia ASX Australian Securities Exchange Minlabs Minlabs Assay Laboratories Au gold  micron bcm bank cubic metre mm millimetre Belt Marymia Greenstone Belt MRM measured resource model BIF banded iron formation MRMM mining rock mass model Billabong Billabong Gold Pty Ltd MSO Mineable Shape Optimiser BLEG bulk leach extractable gold Mtpa million tonnes per annum BMA Battle Mountain Australia MW megawatt BV Bureau Veritas Perth MWh megawatt-hour cfm cubic feet per minute NAF non-acid-forming CIL carbon-in-leach NAPP net acid producing potential National Association of Testing Authorities, CIP carbon-in-pulp NATA Australia cm centimetre Northern Star Northern Star Resources Limited cm2 square centimetre NPV net present value

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Unit Description Unit Description Nharnuwangga, Wajarri, and Ngarlawangga NWN Consent CSA Canadian Securities Administrators Peoples (NWN People) native title consent Determination determination D&S Dempers & Seymour Pty Ltd NWN ILUA NWN People Indigenous Land Use Agreement Nharnuwangga, Wajarri, and Ngarlawangga DBAs database administrators NWN People Peoples Office of State DEC Department of Environment and Conservation Office of State Revenue of Australia Revenue DER Department of Environmental Regulation OK ordinary kriging DG dangerous goods oz Troy ounce (31.1035 g) DIA Department of Indigenous Affairs PAF potentially acid forming Western Australian Department of Mines and DMP PBM preliminary block model Petroleum DoW Department of Water PEA preliminary economic assessment DPaW Department of Parks and Wildlife PepinNini PepinNini Robinson Range Pty Ltd DTM digital terrain model PGML Plutonic Gold Mine Laboratory Plutonic EEMP Exploration Environment Management Plan Project Plutonic Gold Mine project tenements Tenements Plutonic EPS enhanced production scheduler Plutonic Gold Mine underground operation Underground FOS factor of safety POL Plutonic Mine local grid g gram PP1 Plutonic Gold Mine original process plant G giga (billion) PP2 Plutonic Gold Mine second process plant g/t gram per tonne ppb parts per billion Ga billion years ppm part per million GCM Great Central Mines psi pound per square inch GDA94 Geocentric Datum of Australia 1994 pXRF portable X-ray fluorescence GIS geographic information system QA/QC Quality assurance and quality control GWL groundwater licence RAB rotary air blast ha hectare RC reverse circulation HCWA Heritage Council of Western Australia RCOG resource cut-off grade Hermes Project Hermes project tenements Redross Redross Consultants Pty Ltd Tenements inductively coupled plasma atomic absorption ICP-AAS Resolute Resolute Resources Ltd spectroscopy inductively coupled plasma optical emission ICP-OES RL reduced level spectroscopy ID2 inverse distance squared SAG semi-autogenous grinding IGO Independence Group NL Sandfire Sandfire Resources NL System for Electronic Document Analysis and Inco International Nickel Company SEDAR Retrieval Heritage Council of Western Australia Places inHerit SPA Sale Purchase Agreement Database IP induced polarisation t metric tonne IRR internal rate of return t/m tonnes per metre ISO International Organization for Standardization TDS total dissolved solids IT Information technology the Property Plutonic Gold Operations Jackson Jackson Minerals Pty Ltd Titan Titan Resources NL Jidi Jidi Jidi Jidi Aboriginal Corporation TSF tailings storage facility JV Joint Venture UCS uniaxial compressive strength k kilo (thousand) UHF ultra-high frequency kg kilogram US$ United States dollar

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Unit Description Unit Description km kilometre US$/oz US$ per troy ounce km/h kilometre per hour V volt km2 square kilometre W watt koz kilo ounces (thousand ounces) w/w by weight kPa kilopascal WRD waste rock dump kt kilotonnes

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3 Reliance on other experts This report has been prepared by AMC Consultants Pty Ltd. The information, conclusions, opinions, and estimates contained herein are based on:  Information available at the time of preparation of this report.  Assumptions, conditions, and qualifications as set forth in this report.  Data, reports, and other information.

Except for the purposes legislated under provincial securities laws, any use of this report by any third party is at that party’s sole risk.

With respect to legal title to the Property tenement status, the authors have relied on Billabong for information that states that Billabong is the 100% beneficial owner of Plutonic Gold Mine and Hermes tenements, and is earning-in to the Bryah Basin JV tenements as listed in Section 4. The tenements are shown as being in good standing and currently held by either Northern Star (Plutonic Gold Mine and Hermes) or Alchemy Resources Limited (Bryah Basin JV) on the Western Australian Department of Mines and Petroleum’s Geoview website (https://geoview.dmp.wa.gov.au/GeoViews/?Viewer=GeoVIEW).

The Qualified Persons have not relied upon the work of any Experts11 who are not Qualified Persons as listed in Table 2.1 in the preparation of this report.

11 As defined by NI 43-101.

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Plutonic Gold Mine Mineral Resources and Mineral Reserves Superior Gold Inc. 316042

4 Property description and location The Plutonic Gold Operation (the Property), which includes the operating Plutonic Gold Mine, the Hermes Open Pit gold resource, and the Bryah Basin farm-in with Alchemy Resources Limited, is located at latitude 26° 15’ south, longitude 119° 36’ east in the Peak Hill Mineral Field of the eastern Gascoyne Region of central Western Australia. The Property lies 175 km north-east of the township of Meekatharra and 800 km north-east of Perth (Figure 4.1).

Billabong acquired 100% legal and beneficial interest in the Plutonic Gold Mine, Hermes, and rights to earn-in to the Bryah Basin Joint Venture (JV) tenements under the Sale and Purchase Agreement between Billabong, Northern Star Mining Services Pty Ltd, and Northern Star Resources Limited dated 12 August 2016.

The transfer of tenements from Northern Star to Billabong in connection with the acquisition is underway. The Acquisition Agreement and the tenement transfer forms are currently with the Office of State Revenue of Australia (the Office of State Revenue) for a stamp duty assessment. The Office of State Revenue has requested that Billabong provide additional information related to the tenement transfers, including asset valuation information, by 31 January 2017. The valuation process is underway, but the tenement transfer forms can only be lodged with the Western Australian Department of Mines and Petroleum (DMP) for registration once the forms have been stamped. AMC understands that Billabong expects to complete the valuation process in due course and does not foresee any issues with completing the tenement transfer.

Ministerial consent and cabinet approval is required for the transfer of the pastoral leases and this process is also underway. Billabong anticipates that they will receive final approval for the transfer of the pastoral leases, but it is anticipated to be a lengthy process.

The Property is located in parts of the Marymia, Three Rivers, Bryah, and Mt Padbury pastoral leases and Doolgunna-Mooloogool conservation block. The Property encompasses 75 tenements divided into three groups namely Plutonic Gold Mine, Hermes, and Bryah Basin JV. The project area extends over 60 km, with two centres around the Plutonic Gold Mine in the north-east and Hermes project in the south-west.

The Plutonic Gold Mine group includes 36 granted exploration, mining, and miscellaneous tenements covering approximately 357 km2 (excluding miscellaneous licence areas). The Hermes project comprises 10 granted tenements (and 3 tenements pending application) with a total granted area excluding miscellaneous licences of approximately 70 km2. The Bryah Basin JV tenement group comprises 26 granted exploration, mining, or miscellaneous tenements with a farm-in area of approximately 370 km2; however, of the total Bryah Basin tenement holdings, only 216.6 km2 is held under the joint venture agreement designated area. The total exploration and mining tenure held by or as part of a joint venture earn in is approximately 644 km2 or 64,374 hectares.

The Plutonic Gold Mine local grid (POL) for surface drilling is rotated rotated about 3° west of the Map Grid of Australia (MGA) based on Geocentric Datum of Australia 1994 (GDA94) and the historical Australian Map Grid (AMG) based on the Australian Geodetic Datum 1984 (AGD84). GDA94 is the current standard datum in Australia. The POL grid can be transformed using the following two-point transformation coordinates (Table 4.1).

Table 4.1 Grid transformation POL to MGA or AMG

Convert POL N1 POL E1 POL N2 POL E2 MGA N1 MGA E1 MGA N2 MGA E2 POL to MGA 10,850.28 4,122.20 11,594.56 4,899.96 7,197,813.766 745,674.1 7,198,515.603 746,490.735 POL to AMG 10,850.28 4,122.20 11,594.56 4,899.96 7,197,660.681 745,533.6 7,198,362.518 746,350.229 Angle: 356° 56’ 01’’.

The Hermes project currently utilizes MGA Zone 50 coordinates, however, historical drilling utilized a local grid called Three Rivers (3RV) and the conversion to AMG is shown in Table 4.2.

Table 4.2 Grid transformation Three Rivers to AMG

Convert 3RV N1 3RV E1 3RV N2 3RV E2 MGA N1 MGA E1 MGA N2 MGA E2 3RV to AMG 8,670.70 14,702.50 11,003.76 15,000.00 7,168,202.88 690,358.60 7,169,623.29 692,233.08

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The tenements in the project area are illustrated in Figure 4.2.

Figure 4.1 Location map

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Figure 4.2 Plutonic Gold Mine, Hermes, and Bryah Basin JV project areas showing pastoral and tenement boundaries

Plutonic Gold Mine group The Plutonic Gold Mine, historical Main pit (Main Pit), office, and accommodation complex are located in the centre of the Plutonic Gold Mine project area (Figure 4.3). Several past producing open pits also lie within the Plutonic Gold Mine immediate area including the Area 4, Perch, Trout, Catfish, Dogfish, and Salmon pits.

Mining operations are currently limited to underground operations, which are divided into a number of areas including:  Indian and Caspian (Northwest Extension)  Baltic (Zone 19)  Caribbean (Zone 61)  Area 134/Spur and Cortez/Mediterranean/Adriatic (Zone 124)  Timor and Pacific (Zone 124 North)  Plutonic East

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Figure 4.3 Oblique aerial photographs of Plutonic Gold Mine area

Royalties relevant to the project are the Western Australian State Government gold royalty; the Grange royalty, which is applicable only to the Trout deposit (see Figure 4.2); and the Northern Star royalty. The latter follows the execution of the Sale Purchase Agreement (SPA) and collateral Royalty Deed (Plutonic royalty) executed 11 October 2016.

The Western Australian State Government gold royalty payments are charged as follows:  2.5% of gold production above 2,500 oz.  The royalty value of gold metal produced is calculated for each month in the relevant quarter by multiplying the total gold metal produced during that month by the average of the gold spot prices for that month.

Plutonic Grange tenement royalty agreement (M52/295, M52/296, M52/300, and M52/301) is a sliding-scale royalty based on ore feed type and head grade of the mill feed. An example for underground ore is included in part in Table 1.3. AMC notes that no quoted Mineral Resources held by Billabong are influenced by this royalty agreement.

The Plutonic royalty payable to Northern Star comprises a 2% royalty on gold produced by Billabong from all tenements between 300,000 oz Au and 600,000 oz Au produced, capped at US$7.4 million. The Plutonic Gold Mine group tenement list and notes are included in Table 4.3 and Table 4.4.

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Table 4.3 Plutonic Gold Mine group tenement list

Area Commitment Lease Beneficial Owner Grant date Expiry date Tenement note (ha) (US$) 18,377 (66 E52/3189 Billabong 07/04/16 06/04/21 48,840 blocks) L52/40 Billabong 58.17 27/09/89 26/09/19 Nil P7 L52/41 Billabong 1194 27/09/89 26/09/19 Nil P7, P11 L52/48 Billabong 472 10/09/91 09/09/21 Nil P7, P8, P16 L52/52 Billabong 210 16/01/92 15/01/17 Nil P7, P8, P16 L52/54 Billabong 110 13/05/92 12/05/17 Nil P7, P16 L52/55 Billabong 234.5 15/04/92 14/04/17 Nil P7, P9 L52/56 Billabong 31.54 13/05/92 12/05/17 Nil P7, P11 L52/70 Billabong 292 31/01/97 30/01/17 Nil P7 L52/71 Billabong 191 23/06/97 22/06/17 Nil P7, P12 L52/74 Billabong 20.6 16/09/99 15/09/19 Nil P7 M52/148 Billabong 448.05 14/03/89 13/03/31 33,226 P7 M52/149 Billabong 449.9 14/03/89 13/03/31 33,300 P7 M52/150 Billabong 567.3 14/03/89 13/03/31 42,032 P7 M52/170 Billabong 540.6 9/10/89 08/10/31 40,034 P7 M52/171 Billabong 777.4 9/10/89 08/10/31 57,572 P7 M52/222 Billabong 621.9 4/02/91 03/02/33 46,028 P7 M52/223 Billabong 840.45 4/02/91 03/02/33 62,234 P7 M52/253 Billabong 840.7 8/09/91 10/09/33 62,234 P7 M52/263 Billabong 360.2 4/11/91 03/11/33 26,714 P17 M52/264 Billabong 816.3 4/11/91 03/11/33 60,458 P7 M52/289 Billabong 919.45 20/03/92 19/03/34 68,894 P7 M52/295 Billabong 647.8 17/03/92 16/03/34 47,952 P1, P7, P14, P15 M52/296 Billabong 732.6 17/03/92 16/03/34 54,242 P1, P7, P14, P15 M52/300 Billabong 928.15 17/03/92 17/03/34 68,746 P1, P7, P14, P15 M52/301 Billabong 991 17/03/92 18/03/34 73,334 P1, P7, P14, P15 M52/308 Billabong 725.05 3/09/92 02/09/34 53,724 P7 M52/309 Billabong 701.95 3/09/92 02/09/34 51,948 P7 M52/395 Billabong 840.1 10/08/93 09/08/35 62,160 P7 M52/590 Billabong 626.55 27/09/96 26/09/17 46,324 P7 M52/591 Billabong 950.1 27/09/96 26/09/17 70,374 P7 M52/592 Billabong 836.45 27/09/96 26/09/17 61,938 P17 M52/670 Billabong 309.20 03/07/98 02/07/19 22,940 P17 M52/671 Billabong 621.60 03/07/98 02/07/19 46,028 P7 M52/672 Billabong 934.80 03/07/98 02/07/19 69,190 P7 P52/1394 Billabong 104 2/03/12 01/03/20 3,078 P17 Source: Department of Minerals and Petroleum (2016). Note: Billabong holds beneficial title (with Northern Star holding legal title) in these tenements until regulatory consent to the proposed transfer has been obtained. Following receipt of regulatory consent, Billabong will be the full legal title holder.

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Table 4.4 Plutonic Gold Mine group tenement list notes

Note Project Comment This tenement is the subject of a royalty obligation in favour of Great Central Mines NL (ACN 007 066 766) created under the Freshwater Royalty Agreement dated 5 December 1991 between Plutonic Gold Pty Ltd (ACN 006 697 418) and Great Central Mines Limited. The royalty obligation relates to the first 150,000 ounces of gold produced from certain tenements including this tenement. The relevant tenements to which the royalty obligation applies to are listed in Schedule 1 to the Royalty Deed dated 17 June 1996 between Plutonic Gold Pty Ltd, Great Central Mines Limited, and Astro Mining NL. Billabong does not know if its predecessor in title to those tenements, Plutonic Gold Pty Ltd, has satisfied the royalty obligation, but considers it is very likely given the size of the pits on those tenements from which the Barrick Gold Corporation (Barrick) entities produced gold. Billabong has not produced any gold from the tenements, the subject of this sale, of Plutonic P1 Plutonic operations to which the royalty obligation applies (M52/295, 296, 300, and 301). The royalty percentage and any other details about this royalty obligation are unknown because Billabong does not have a copy of the Freshwater Royalty Agreement. The royalty obligation is disclosed and confirmed in the Agreement dated 13 November 1992 between the same parties, under which Plutonic Resources Limited acquires all the 49% interest of Great Central Mines Limited in the Freshwater Joint Venture Agreement dated 5 December 1991 between the same parties subject to this royalty obligation retained by Great Central Mines Limited. Under Clause 8 of the Agreement dated 13 November 1992, Billabong requires the consent of Great Central Mines Limited to assign its interest in this tenement, the subject of the royalty obligation. Great Central Mines Limited is now called Newmont Yandal Operations Pty Ltd. Northern Star Resources Limited acquired 100% legal and beneficial interest in this tenement under the Sale and Purchase Agreement between Northern Star Resources Limited and Barrick (Australia Pacific) Limited dated 21 December 2013. Billabong acquired 100% of the Northern Star Resources Limited interest through P7 Plutonic the Sale and Purchase Agreement Plutonic Gold Operations (12 August 2016). The Agreement and the transfers have been lodged for assessment to duty, but they are still undergoing assessment, and accordingly the transfers cannot be registered at DMP yet. Access Deed between Barrick (Plutonic) Ltd and Cosmopolitan Minerals Ltd for E52/2944 and E52/2945 over P8 Plutonic existing L52/48 and L52/52 dated on or about October 2013. Access Deed between Northern Star Resources Limited and Cosmopolitan Minerals Ltd for E52/3190 over P9 Plutonic existing L52/55 dated 8 March 2016. Access Deed between Northern Star Resources Limited and Cosmopolitan Minerals Ltd affecting application P11 Plutonic for E52/3087 over existing L52/41 and L52/56 dated 8 March 2016. Access Deed between Northern Star Resources Limited and Cosmopolitan Minerals Ltd affecting application P12 Plutonic for E52/3346 over existing L52/71 dated 8 March 2016. This tenement is the subject of the Freshwater Diamond Rights in favour of Astro Mining NL (ACN 007 090 904), which were originally created by an Agreement dated 13 November 1992 between Plutonic Gold Pty Ltd (ACN 006 697 418) and Great Central Mines Limited (ACN 007 066 766). The Freshwater Diamond Rights are detailed in the Schedule to that Agreement. Clause 8.2 of that Agreement also requires that the prior consent of Astro Mining NL be obtained for any sale of this tenement other than to an affiliate of Plutonic Gold Pty Ltd. P14 Plutonic Astro Mining NL also has a right of first refusal to acquire the tenement prior to any surrender by Plutonic Gold Pty Ltd. Astro Mining NL is now called Astro Resources NL (ASX: ARO) and its 2015 annual report and latest quarterly activities report do not disclose any interest in this tenement or the diamond rights generally in the Plutonic region; it is undergoing a recompliance listing to become a technology-focused company and assuming that the recompliance process announced in 2015 is successful, it is most unlikely that Astro Resources NL will seek to exploit its diamond rights on this tenement. This tenement is the subject of a royalty obligation in favour of Horseshoe Gold Mine Pty Ltd (ACN 008 921 211) under the Freshwater Tenements Royalty Agreement dated 1 July 1997 between Horseshoe Gold Mine P15 Plutonic Pty Ltd and Plutonic Gold Pty Ltd. The royalty is derived on a per tonne basis of ore produced, which is variable with head grade, detailed in Schedule 1 of the Agreement. No consent to assign the tenement is required from Horseshoe Gold Mine Pty Ltd; a deed of covenant is required. These tenements are subject to the Marymia Compensation Deed requiring annual payments in relation to P16 Plutonic access over pastoral lease, in favour of David and June Roach. These tenements are in the process of being transferred. Transfers lodged 4 April 2016 with the Office of P17 Plutonic State Revenue for assessment to duty under the Duties Act 2008. Source: Northern Star Resources Limited (2016), verified by AMC.

Hermes group The Hermes group of tenements are 100% owned by Billabong and are shown in Figure 4.4, with details listed in Table 4.5 and related notes in Table 4.6.

Royalties applicable to Hermes include: (i) the Western Australian State Government royalty; (ii) a 1% royalty on net smelter return payable to Alchemy Resources (Three Rivers) Pty Limited applicable to tenements E52/2361, M52/685, M52/753, M52/796, M52/797, L52/116, L52/117, and L52/118, where gold production is between 70,000 and 90,000 oz Au only; (iii) a 0.25% – 0.5% royalty payable to a third party and applicable to gold produced from certain Hermes tenements for the duration of any productive mining (being the period during which Billabong is required to pay the Western Australian State Government royalty); and (iv) the

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Northern Star royalty. The aforementioned royalties impact all current Mineral Resources and Mineral Reserves at Hermes.

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Figure 4.4 Hermes and Bryah Basin JV tenement and farm-in location map

Application

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Table 4.5 Hermes group tenement list

Area Commitment Lease Beneficial Owner Grant date Expiry date Notes (ha) (US$) 4,204 E52/2361 Billabong 17/04/09 16/04/19 51,800 P6 (19 blocks) 6,185 E52/3322 Billabong Application – – (20 blocks) G52/291 Billabong 85.8 16/09/16 15/09/37 Nil L52/116 Billabong 253 09/07/10 08/07/31 Nil P6, P13 L52/117 Billabong 53 09/07/10 08/07/31 Nil P6, P13 L52/118 Billabong 159 09/07/10 08/07/31 Nil P6 L52/164 Billabong 1336 18/07/16 17/07/37 Nil P10, P21 L52/165 Billabong 387.9 Application – – P10, P21 L52/166 Billabong 167.8 Application – – M52/685 Billabong 988.7 12/01/09 11/01/30 73,186 P6 M52/753 Billabong 73.1 13/01/09 12/01/30 7,400 P6 M52/796 Billabong 779 13/01/09 12/01/30 57,646 P6 M52/797 Billabong 999 13/01/09 12/01/30 73,926 P6 Source: Department of Minerals and Petroleum (2016). Note: Billabong holds beneficial title (with Northern Star holding legal title) in these tenements until regulatory consent to the proposed transfer has been obtained. Following receipt of regulatory consent, Billabong will be the full legal title holder.

Table 4.6 Hermes group tenement list notes

Note Project Comment Northern Star Resources Limited acquired a 100% legal and beneficial interest in this tenement under the Hermes Gold Project Sale and Purchase Agreement between Northern Star Resources Limited and Alchemy Resources (Three Rivers) Pty Limited dated 23 February 2015. The Office of State Revenue have assessed P6 Hermes duty of $92,000, which was paid by the due date of 23 February 2016. Transfers to Billabong Gold Pty Ltd have been registered at DMP. A 1% net smelter return royalty is payable by Northern Star Resources Limited on the refined gold derived from the Tenements (defined in the sale agreement) in excess of 70,000 ounces and up to 90,000 ounces. Access Deed between Northern Star Resources Limited and Cosmopolitan Minerals Ltd affecting applications P10 Hermes for L52/164 and L52/165 over existing E52/3190 dated 8 March 2016. Access Deed between Northern Star Resources Limited and Cosmopolitan Minerals Ltd affecting application P13 Hermes for E52/3190 over existing L52/116 and L52/117 dated 8 March 2016. 11 July 2016 Central Desert Native Title Services on behalf of Miriam Atkins and Orrs (WAD 6002/2003), otherwise known as the Gingirana native tile claimants, has objected to L52/164 and L52/165 pursuant to s24MD(6B)(d) of the Native Title Act 1993 (Cth). Following reduction in area of L52/164 in late June 2016, this P21 Hermes lease is now not affected by the Gingirana claim and the Gingirana Objection to L52/164 has been consequently rejected by DMP and the tenement was granted on the 18 July 2016. Northern Star is currently negotiating an agreement with Gingirana in order to lift the Gingirana Objection to L52/165. Source: Northern Star Resources Limited (2016), verified by AMC.

Bryah Basin Joint Venture The Bryah Basin farm-in between Billabong and Alchemy Resources (Three Rivers) Pty Ltd, a wholly owned subsidiary of Alchemy Resources Limited (ALY) is composed of two equity parts:  The right by Billabong to earn an 80% equity interest in all minerals in those tenements 100% held by ALY and in certain blocks of 100% owned ALY tenements not part of a prior and separate farm-in agreement with Independence Group NL (IGO): — The IGO prior farm-in agreement with ALY is for 80% of all minerals except iron for 100% held ALY tenements.  The right by Billabong to earn a 70% interest in all minerals in tenements that Jackson Minerals Pty Ltd (Jackson) holds 20% registered interest and title to (currently ALY 80%, Jackson 20%) and in certain blocks of 80% owned ALY tenements not part of a prior and separate farm-in agreement with IGO: — The IGO prior farm-in agreement with ALY is for 70% all minerals except iron for the 20% Jackson tenements.

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In addition, under a Deed Relating to Transfer of an Interest in Exploration Licence 52/1723-I among Alchemy Resources (Three Rivers) Pty Ltd, PepinNini Robinson Range Pty Limited (PepinNini), and Northern Star, among others, dated 29 March 2016, PepinNini agreed to transfer their 50% registered legal interest in this tenement to Alchemy Resources (Three Rivers) Pty Limited and to relinquish the mineral rights held therein. The transfer of the 50% interest remains subject to a stamp duty assessment. Following the determination and satisfaction of such assessment, Alchemy Resources (Three Rivers) Pty Limited will hold a 100% ownership in the tenement. Accordingly, through its earn-in, Billabong will have the right to earn an 80% interest in all minerals in this tenement.

The equity parts are earnt by sole funding a total of A$1.2 million (US$888,000) of expenditure on exploration during the earn-in period. The earn-in expenditure must be incurred at a rate of not less than A$400,000 (US$296,000) per year.

The failure to meet the minimum annual expenditure, or the total earn-in expenditure within the earn-in period, results in termination of the agreement and all rights are divested by the earn-in party.

Those ALY and Jackson tenements that Billabong is earning 80% and 70% respectively, where they are also subject to IGO farm-in agreement, are known as the joint tenements. The IGO and Billabong farm-in in the joint tenements are over separate blocks of the same tenements so that Billabong and IGO do not have rights to earn an interest in the same blocks of the joint tenements.

Where those tenements that are joint tenements with IGO: If the area managed by IGO is greater than Billabong’s area, then IGO will manage and pay rents and rates. IGO will then invoice Billabong for Billabong’s portion of rents and rates, and vice versa—if the area of joint tenements managed by Billabong is greater than IGO, then Billabong will pay rents and rates, and issue invoices to IGO for its portion of rents and rates.

Billabong will compile and lodge the Alchemy Resources (Three Rivers) Pty Limited Annual Group Report C183/2009, which will include IGO’s work (and ALY if they do any work) appended to the report and submitted to the DMP.

Day-to-day tenement management and compliance under the Acts and Regulations of Western Australia are managed by Billabong in 100% owned ALY tenements. If the area of joint tenements is greater for Billabong, than ALY, then Billabong will manage.

Exploration activity within the Department of Parks and Wildlife (DPaW) ex-Doolgunna pastoral lease requires:  Billabong to abide by the Exploration Environment Management Plan (EEMP) as submitted by ALY.  Notify DPaW in Geraldton prior to any on-ground work and to send Billabong’s programmes of work. An agreed programme of work is in place until 2019.

Total Bryah Basin JV farm-in expenditure by Northern Star from commencement until 11 October 2016 (Plutonic Gold Operations sale completion) is approximately A$553,550 (US$409,627).

Locations of the Bryah Basin JV tenements and farm-in area are shown in Figure 4.4 and detailed in Table 4.7 and related notes in Table 4.8.

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Table 4.7 Bryah Basin JV group tenement list

Area Commitment Lease Beneficial owner Grant date Expiry date Notes (ha) (US$) E52/1668 ALY 80% Jackson 20% 12,669 (41 blocks) 23/02/04 22/02/17 91,020 P2, P4 E52/1678 ALY 80% Jackson 20% 3,709 (12 blocks) 23/02/04 22/02/17 51,800 P2, P4 30/11/16 ALY 50% PepinNini E52/1723 5,599 (20 blocks) 01/12/04 51,800 P3, P4, P5 50% Renewal lodged 25/11/16 30/11/16 E52/1730 ALY 80% Jackson 20% 2,986 (13 blocks) 01/12/04 Renewal lodged 51,800 P2, P4 25/11/16 E52/1731 ALY 100% 649.7 (5 blocks) 30/01/09 29/01/18 37,000 P3, P4 E52/1852 ALY 100% 1020 (4 blocks) 14/06/05 13/06/17 37,000 P3 E52/2362 ALY 100% 3,919 (13 blocks) 17/04/09 16/04/19 51,800 P3, P4 E52/3405 ALY 100% 378 (4 blocks) 22/04/16 21/04/21 11,100 P20 E52/3406 ALY 100% 854 (3 blocks) 22/04/16 21/04/21 11,100 P20 E52/3408 ALY 100% 807 (3 blocks) 22/04/16 21/04/21 11,100 P18 M52/1049 ALY 100% 997 23/09/10 22/09/31 73,852 P3 M52/722 ALY 100% 927 16/01/09 15/01/30 68,598 P3, P4 M52/723 ALY 100% 618 16/01/09 15/01/30 45,732 P3, P4 M52/737 ALY 100% 383 16/01/09 15/01/30 28,342 P3 M52/795 ALY 100% 927 13/01/09 12/01/30 68,598 P3, P4 P52/1195 ALY 80% Jackson 20% 140 08/01/09 07/01/17 4,144 P2, P3 P52/1196 ALY 80% Jackson 20% 82 08/01/09 07/01/17 2,427 P2, P3 P52/1314 ALY 100% 95.19 13/08/09 12/08/17 2,841 P3, P19 P52/1315 ALY 100% 24.32 13/08/09 12/08/17 1,480 P3, P19 P52/1316 ALY 100% 73.31 13/08/09 12/08/17 2,190 P3 P52/1321 ALY 100% 22.68 13/08/09 12/08/17 1,480 P3 P52/1322 ALY 100% 24.49 13/08/09 12/08/17 1,480 P3 P52/1327 ALY 100% 24 12/08/09 11/08/17 1,480 P3 P52/1365 ALY 100% 25.64 03/06/10 02/06/18 1,480 P3 P52/1429 ALY 100% 50.05 26/07/12 25/07/20 1,509 P3 Source: Department of Minerals and Petroleum (2016).

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Table 4.8 Bryah Basin JV group tenement list notes

Note Project Comment Northern Star acquired a right to earn a 70% legal and beneficial interest in certain blocks within this tenement as detailed in Schedule 1 under the Bryah Basin Farm-in Agreement dated 23 February 2015 between Northern Star Resources Limited and Alchemy Resources (Three Rivers) Pty Limited, which holds an 80% Bryah Basin interest in this tenement, and Jackson Minerals Limited, which holds a 20% interest in this tenement. No P2 JV interest can be assigned in the tenement without observing the other party's right of first refusal. Encumbrances are permitted provided the financier executes a deed of covenant. Third-party rights apply, described in Schedule 1 of the Farm-in Agreement. Billabong Gold Pty Ltd acquired all of Northern Star rights in August 2016. Northern Star acquired a right to earn an 80% legal and beneficial interest in certain blocks within this tenement as detailed in Schedule 1 under the Bryah Basin Farm-in Agreement dated 23 February 2015 between Northern Star Resources Limited, Alchemy Resources Limited, and Alchemy Resources (Three Bryah Basin P3 Rivers) Pty Limited. No interest can be assigned in the tenement without observing the other party's right of JV first refusal. Encumbrances are permitted provided the financier executes a deed of covenant. Carey Mining and Troy Resources NL (Troy) third-party rights apply, described in Schedule 1 of the Farm-in Agreement. Billabong Gold Pty Ltd acquired all of Northern Star rights in August 2016. Under an agreement between Independence Group NL and Alchemy Resources (Three Rivers) Pty Limited, Independence Group NL is earning an interest in certain blocks within this tenement, which are exclusive of Bryah Basin the blocks within the tenement in which Northern Star Resources Limited is earning an interest under either P4 JV note P2 or P3. The relevant blocks are also detailed in Schedule 1 under the Bryah Basin Farm-in Agreement dated 23 February 2015 between Northern Star Resources Limited and Alchemy Resources (Three Rivers) Pty Ltd. Billabong Gold Pty Ltd acquired all of Northern Star rights in August 2016. Under a Deed Relating to Transfer of an Interest in Exploration Licence 52/1723-I between Alchemy Resources (Three Rivers) Pty Ltd, PepinNini Robinson Range Pty Ltd, PepinNini Minerals Ltd, Grosvenor Gold Pty Ltd, and Northern Star Resources Limited dated 29 March 2016, PepinNini Robinson Range Pty Bryah Basin P5 Limited agreed to transfer their 50% registered legal interest to Alchemy Resources (Three Rivers) Pty JV Limited, and to relinquish the iron ore mineral rights held in this tenement. An iron ore royalty applies in favour of PepinNini Robinson Range Pty Limited payable by Alchemy Resources (Three Rivers) Pty Ltd. The transfer is currently undergoing assessment in the Office of State Revenue. Bryah Basin P18 E52/3408 is a tenement forming part of the farm-in agreement tenements, in substitution for part of E52/2360. JV A draft letter agreement is in the process of being agreed, whereby 100% legal and beneficial title to this Bryah Basin tenement will be assigned to Northern Star Resources Limited and become a tenement for the purpose of the P19 JV sale agreement mentioned in note 7. On completion of that transaction, these tenements will be excised from the farm-in agreement. Bryah Basin E52/3405 and E52/3406 are tenements forming part of the farm-in agreement tenements, in substitution for P20 JV part of E52/2362. Source: Northern Star Resources Limited (2016), verified by AMC.

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5 Accessibility, climate, local resources, infrastructure, and physiography Accessibility Vehicular access to the Property is via a 12 km unsealed road leading off the Great Northern Highway. The Great Northern Highway connects Perth and Wyndham, the northernmost port in Western Australia. An airstrip adjacent to the mine site is used for charter aircraft to move crews between the site and Perth.

Access to the Hermes site is via the well-maintained unsealed Ashburton Downs road, which connects with the Great Northern Highway approximately 70 km north of Meekatharra, and then via the Peak Hill Road, with access beyond the old Peak Hill town site off the Peak Hill-Doolgunna Road and unserviced station tracks. A direct private haul road approximately 65 km in length to Plutonic Gold Mine is planned to be constructed as part of the mining development proposed at Hermes.

Climate The region experiences an arid climate with long-term average rainfall of 234 mm per annum. Biannual rainfall events are the result of summer cyclone activity and northward-moving depressions bringing rain in winter. Summer rains are commonly of higher intensity and shorter duration, whilst winter falls tend to be more frequent, but of lower intensity.

Diurnal maximum temperatures frequently exceed 40° C between December and March and drop to an average minimum of 6° C during July. The average January temperature range is 24° C to 39° C, whilst the average July temperature range is 15° C to 21° C.

Averages for evaporation at Meekatharra Weather Station, rainfall at Plutonic Gold Mine’s Administration Office, and temperature at Three Rivers Weather Station are presented in Table 5.1.

Table 5.1 Plutonic Gold Mine rainfall and evaporation averages

Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec Rainfall (mm) 27.4 34.7 27.5 21.3 24.5 32.6 22 11.8 4.7 6.1 11.4 12 Evaporation (mm) 479.9 365.9 350 243.2 168.3 120.6 128 172.7 238.5 328.7 405.6 455.5 Temperature (° C) 39.6 37.5 35.5 30.3 25.0 21.3 22.9 27.8 31.9 35.1 37.7 39.6

Local resources The Property is demographically isolated from major towns or cities and operates on a self-sufficient basis with material and goods shipped in via the Great Northern Highway. Mine personnel work on a fly-in-fly-out basis out of Perth. A number of aboriginal settlements are found nearby.

Infrastructure The treatment plant, mine camp, power plant, and office infrastructure are located in the vicinity of the Main Pit, approximately 12 km from the Great Northern Highway. The facilities are spread over an area of several kilometers and are connected by gravel roads.

There is a network of gravel roads on-site connecting the various facilities and an unsealed hard-surface airstrip at the site.

Physiography The region is predominantly flat with minimal elevation variability from approximately 560 m above sea level. Several creeks and alluvial washes are present.

Sheep and cattle farming is the principal land use in the vicinity of the project area. Although sheep farming in the past had overgrazed the area, the leases support vegetation that is floristically and structurally similar to that found over large areas north of Meekatharra. The dominant species on the leases is Acacia aneura (Mulga). The plant families best represented are the Minosaceae (mulga, kurara, gidgee), the Chenopodiaceae (bluebushes), the Myoporaceae (poverty and turpentine bushes), the Amaranthaceae (mulla mulla) and the Caesalpiniaceae (senna bushes). Ephemeral species, such as members of the family Asteraceae (daises), are present in large numbers during rainy periods.

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Cultural heritage The Site Register at the Department of Aboriginal Sites revealed that no sites of significance have previously been recorded on or near the Plutonic Gold Mine project area.

A number of archaeological and ethnographic surveys have been conducted in the project area, including:  Quartermaine Consultants, March 1989, Archaeological Survey on Mining Leases M52/148 M52/149 and M52/150 and Exploration Licence E52/157.  Rory O’Connor and Associates Pty Ltd, March 1989, Ethnographic Survey on Mining Leases M52/148, M52/149, and M52/150 and Exploration Licence E52/157.  Quartermaine Consultants, 1992, Archaeological Survey Freshwater Project Area, North Meekatharra.  Macintyre and Dobson, 1992, Report on an Ethnographic survey for Aboriginal Sites 530 Freshwater Project, Three Rivers.  K. Macintyre and Dr B. Dobson, June 1993, Report on a Survey for Aboriginal Sites at Triple P Project Area, North of Meekatharra.  Quartermaine Consultants, 2000, Report on an Archaeological Investigation of Aboriginal Sites Salmon to Trident Haul Road Route.  R O’Connor and members of the Naganawongka Wadjari and Ngarla native title group as commissioned by Barrick Gold of Australia, July 2003.

Archaeological sites can be classified into three broad categories:  Important sites that should be preserved.  Moderately important sites from which more information might be obtained.  Sites of low importance with limited potential to yield further information.

Human interference with Aboriginal sites is an offence, unless authorized, under Section 17 of the Western Australian Aboriginal Heritage Act 1972–1980. If company personnel locate any additional archaeological sites, the information will be reported to the Western Australian Museum. All areas of significance identified during field surveys have been lodged with the Department of Indigenous Affairs. A record of all registered sites is maintained within the geographic information system (GIS) database at Plutonic Gold Mine.

Site identification and work programme clearance heritage surveys was completed by Northern Star for the Hermes area in 2016 (Kimber and Gonda, 2016). No sites of significant cultural heritage value were identified in the priority drilling areas.

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6 History The eastern Gascoyne region was one of the last areas to be settled by Europeans in Western Australia. In the 1880s, pastoralists began the settlement of the area with stations being pegged out around Murchison and Gascoyne between 1870 and 1884. Prospectors later found this area of interest when gold was found at Peak Hill in 1892, approximately 100 km south-west of what is now Plutonic Gold Mine. Many Europeans travelled to the region establishing small towns and communication routes. The Peak Hill goldfields lasted from 1892 until 1908.

Ownership history The significant historical events of the Property can be summarized as follows:  In the 1970s, International Nickel Company (Inco) undertook nickel exploration over the Plutonic Marymia Greenstone Belt and abandoned the area in 1976 after failing to identify an economic nickel deposit.  In 1986, Redross Consultants Pty Ltd (Redross) was granted an Exploration Licence over the southern portion of the Plutonic Mining Lease. Titan Resources NL (Titan) commenced exploration in the area surrounding Marymia Hill.  In 1987, Redross optioned the Plutonic Exploration Lease to Great Central Mines NL (GCM). Resolute Resources Ltd (Resolute) and Titan entered into a joint venture over the Marymia Hill leases. Battle Mountain Australia (BMA) commenced exploration in the Plutonic bore area. Stockdale Prospecting Ltd conducted a regional sampling programme in the vicinity of Marymia dome.  In 1989, GCM sold the Plutonic Gold Mine lease to Pioneer Minerals Exploration who changed their name to Plutonic Resources Limited.  Plutonic Gold Mine opened, with open-pit production from the Main pit (Main Pit), in 1990.  In 1991, Plutonic Resources Limited and GCM purchased the adjacent Freshwater property from Horseshoe Gold Mine Pty Ltd and commenced reverse circulation (RC) drilling of previously identified targets and a regional geochemical programme.  In 1992, mining started in Marymia K1 and K2 open pits.  Joint venture partners Resolute and Titan purchased mining leases from BMA in 1993.  Marymia Triple P open-pit production started in 1993 with treatment at the Marymia plant.  Plutonic Gold Mine underground operation (Plutonic Underground) production started in 1997.  In 1998, Homestake Mining Company acquired Plutonic Resources Limited, and Homestake Gold of Australia Limited bought all of the Marymia property and assets from Resolute.  Homestake Mining (USA) merged with Barrick Gold Corporation (Barrick) in 2001.  Open-pit mining commenced at Triple P – B Zone in August 2002 and completed in August 2003.  The Main Pit closed in 2005.  The Plutonic Gold Mine was sold by Barrick to Northern Star in February 2014.  Hermes and the earn-in interest in the Bryah Basin tenements was acquired by Northern star in February 2015 from ALY.  The Property tenements and operations were sold by Northern Star to Billabong in October 2016.

Production history A total of 2.5 million ounces (Moz) of contained gold has been mined from 36 open pits and surface stockpiles. The underground development, which is accessed via portals in the open pit, was commissioned in December 1995. To October 2016, approximately 3.3 Moz of contained gold has been mined from the Plutonic Underground mine. In total, over 5.8 Moz of contained gold has been mined from Plutonic Gold Mine over 24 years with an average recovery of approximately 86% achieved, resulting in approximately 5.0 Moz of gold produced (Table 6.1). Note that the Plutonic mill processed surface ore from the Marymia dome area for Resolute on a toll treatment basis. The production commenced in 2006 and was completed in 2013.

Between January 2016 and September 2016, Plutonic Gold Mine produced at an average annualized rate of approximately 65,000 to 70,000 oz Au per annum (mill recovered), all from the Plutonic Gold Mine and stockpiles.

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Table 6.1 Mining production from Plutonic Gold Mine

Surface mining production Underground mining production Year Tonnes Head grade Produced Au Tonnes Head grade Produced Au (t) (g/t Au) (oz) (t) (g/t Au) (oz) 1990 516,567 7.53 125,036 – – – 1991 1,649,953 3.54 187,648 – – – 1992 1,674,961 3.09 166,576 – – – 1993 1,761,261 3.16 179,003 – – – 1994 1,832,896 2.94 173,252 – – – 1995 1,830,931 2.74 161,520 40,514 4.04 4,416 1996 1,751,989 2.57 144,529 263,319 5.80 39,159 1997 2,583,935 2.45 203,775 496,496 5.31 70,832 1998 2,428,846 2.00 156,060 581,632 6.50 104,059 1999 2,289,757 1.24 91,024 743,977 7.31 145,414 2000 2,232,798 1.42 101,885 802,500 6.75 151,934 2001 2,445,061 1.48 116,149 726,186 7.41 173,035 2002 2,213,503 1.29 91,701 977,298 6.86 215,688 2003 1,520,512 1.59 77,713 1,173,103 7.63 256,222 2004 1,055,829 1.50 50,863 1,358,991 6.44 253,542 2005 533,563 1.48 25,321 1,284,013 6.08 225,474 2006 – – – 1,331,250 5.83 249,528 2007 – – – 1,381,507 4.65 206,556 2008 – – – 970,170 4.39 136,983 2009 – – – 938,708 4.83 145,772 2010 – – – 887,312 4.65 132,793 2011 – – – 772,086 4.59 113,819 2012 – – – 747,622 4.68 112,484 2013 – – – 1,397,443 2.92 113,950 2014 – – – 938,704 3.60 89,494 2015 – – – 781,011 3.60 71,676 2016 to 30 Sep – – – 912,108 2.13 50,123 Total 28,322,362 2.25 2,052,055 19,505,950 5.25 3,062,953

The cumulative gold production from both open-pit and underground operations at the Plutonic Gold Mine is shown in Figure 6.1.

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Figure 6.1 Historical gold production from open pit and underground

Plutonic Gold Mine Annual gold production surface and underground

300,000 3,500,000

3,000,000 250,000

2,500,000 200,000

2,000,000

150,000 Production gold (oz)

1,500,000 Cumulative gold (oz)

100,000 1,000,000

50,000 500,000 U/G O/P - - Cum O/P

Cum U/G

2016

2015

2014

2013

2012

2011

2010

2009

2008

2007

2006

2005

2004

2003

2002

2001

2000

1999

1998

1997

1996

1995

1994

1993

1992 1991 1990

Exploration history Inco conducted nickel exploration in the Crows Nest Well project between 1969 and 1976 using soil geochemistry, geophysics, costeaning, rotary air blast (RAB), and RC drilling. Inco identified and recorded the greenstone rocks within the Plutonic Marymia Greenstone Belt in 1976. No economic nickel was found.

BMA carried out exploration between 1987 and 1993, and in 1992 discovered the Triple P deposit as a result of regional mapping, bulk leach extractable gold (BLEG) soil sampling, and RAB drilling.

BMA followed up with RAB drilling in 1992 and discovered three deposits; Pelican, Albatross, and Flamingo. Further RAB, air core (AC), RC, and diamond drilling programmes were conducted to define the deposits. Seven phases of drilling were undertaken including five RAB phases, one diamond drill phase, and one RC phase.

Plutonic Resources Limited’s Exploration Division undertook a significant amount of exploration including geochemical soil sampling, RAB drilling, RC drilling, and diamond drilling between 1989 and 1993.

In 2000, the Homestake Mining Company carried out induced polarization (IP) and moving loop electromagnetic geophysical surveys on the Plutonic Gold Mine trend. A total of 10 RC holes for 2,515 m were drilled to test the geophysical anomalies and the down dip extension of mineralization. Two holes intersected semi-massive sulphide mineralization at depth.

Exploration efforts focused on the Triple P open pit in 2002, but all open-pit mining ceased at the Property in 2005. Plutonic Resources Limited then focused on underground targets for the expansion of resources in the Plutonic Underground mine. Deep targets required a move away from surface drilling to underground diamond drilling.

Northern Star purchased the Plutonic Gold Mine from Barrick in 2014 and the Hermes properties from Alchemy Resources Limited in 2015. Since 2015, exploration at the Property continues to focus on extending and expanding underground resources including the Caribbean, Timor, Baltic, and Baltic extended areas.

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At Hermes, exploration success commenced with joint venture owners Troy Resources NL (Troy) and North Star Resources NL, who in September 1995, drilled the Hawkeye and Trapper prospects following up geochemical surveys (stream sediment, followed by grid soil sampling) (RAB 954 holes 47,624 m). Encouraging results from this drilling convinced the joint venture to undertake a series of RAB and RC drilling programmes during 1996. This early drilling at the Hawkeye deposit intersected 15 m at 9.76 g/t Au (Alchemy Resources Limited, 2009). The RC (233 holes for 23,274.5 m) and diamond (HQ3) drilling (4 holes for 521.0 m) further defined the mineralization trends.

Between 1997 and 2003, a series of exploration drilling programmes were undertaken regionally across the tenements. In 2003, Barrick Mining Ltd reviewed the Trapper and Hawkeye mineralization, and undertook investigations (Sebbag, 2003), as part of an acquisition/offtake review study, concluding that the mineralization was uneconomic at the time.

Between 2004 and mid-2008, Plutonic Operations Limited managed exploration under a joint venture agreement with Troy.

Alchemy Resources Limited then acquired the project in 2009, and undertook a number of drilling programmes in 2009, 2010, and 2011, where a total of 100 RC holes for 10,274 m were drilled and a total of 10 diamond (HQ3) tails for 1,080 m were drilled targeting and testing the deposits to a vertical depth of approximately 150 m. An additional 133 AC holes were drilled for 5,473 m for sterilization purposes. In February 2015, Northern Star purchased the Hermes and Bryah JV project from Alchemy Resources Limited. Northern Star then completed two major phases of detailed infill RC drilling at the Hermes project to define a new open-pittable resources in the Hawkeye, Trapper, and Klinger areas (announced in June 2016 by Northern Star).

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Plutonic Gold Mine Mineral Resources and Mineral Reserves Superior Gold Inc. 316042

7 Geological setting and mineralization Regional geology The Property is located within the Archaean Plutonic Marymia Greenstone Belt, an elongated north-east-trending belt within the Marymia Inlier. The Marymia Inlier is an Archaean basement remnant within the Proterozoic Capricorn Orogen comprising two mineralized greenstone belts (Plutonic Well and Baumgarten), with surrounding granite and gneissic complexes. The Capricorn Orogen is situated between the Pilbara and Yilgarn Cratons and is possibly the result of the oblique collision of the two Archaean cratons in the early Proterozoic, see Figure 7.1.

Dating thus far indicates a Yilgarn-type age. McMillan (1996) interpreted ages of 2.72 Ga and 2.69 Ga of surrounding granitoids and porphyry intrusions within the greenstones in the Marymia District and lead isotopic compositions of galena in mineralized zones at the Marymia and Triple P deposits consistent with the circa 2.63 Ga mineralizing event in the Yilgarn Craton. Previous workers have attempted to correlate the Marymia Inlier to the West Yilgarn, Southern Cross, and Eastern Goldfield super-terranes, however, large discrepancies exist with all three, including age differences with the Eastern Goldfields and stratigraphic contrasts with the West Yilgarn and Southern Cross super-terranes.

Hermes to the south-west lies within the Marymia Inlier, which consists mainly of granite and gneiss with enclaves of meta-greenstone (including mafic and ultramafic igneous rocks, banded iron formation (BIF), and sedimentary rock precursors) metamorphosed at upper amphibolite to granulite facies.

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Plutonic Gold Mine Mineral Resources and Mineral Reserves Superior Gold Inc. 316042

Figure 7.1 Regional geology plan

Local geology The Plutonic Marymia Greenstone Belt (Belt) is approximately 60 km long and 10 km wide, trending north-east–south-west, located in the central portion of the Marymia Inlier. The local geology is illustrated in Figure 7.2.

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Figure 7.2 Local geology plan for the Plutonic/Hermes area

Plutonic Gold Mine

Hermes

De Grussa Geology Legend Alluvium/colluvium

Peak Hill Granite

Archaean Mafic

Archaean Sediments Wilgeena

Bryah Basin JV

The Belt is subdivided into two volcano-sedimentary sequences, consisting of mafic and ultramafic units that are overlain by predominately felsic volcaniclastic and sedimentary rocks. These units have been subjected to greenschist and amphibolite facies metamorphism, deformed by polyphase folding, shearing, faulting, and intruded by felsic porphyry and granitiod bodies. This has resulted in a strong north-east-trending fabric that is paralleled by multiple low-angle thrust faults, which occur throughout the belt and are intimately associated with the known gold mineralization.

The Belt was initially interpreted as consisting of two parallel, north-east-trending mafic/ultramafic sequences, separated by a sedimentary/conglomeratic unit in the centre. Recent relogging and solid geological interpretation differs from the initial interpretation in that there are no mafic and ultramafic assemblages on the south-eastern edge of the Belt. The north-western edge of the Belt consists of amphibolite-facies metamorphosed and foliated assemblages of ultramafic rocks, tholeiitic basalt, BIF, chert, felsic tuff, arkose, and pelite. The central and southern part of the Belt consists of metamorphosed boulder conglomerate with sub-rounded clasts of monzogranite, BIF, and mafic schist in a foliated mafic matrix. The conglomerate is interlayered with arkose and rhyodacitic volcanic rocks, quartzite, pelite, and amphibolite. Proterozoic dolerite dykes intrude the greenstones and the surrounding granites.

In general, the greenstones dip shallowly to moderately to the north-west, parallel to the granite-greenstone contacts, and are cut by a number of east–westerly faults. Gently open folding determines the outcrop pattern in the southern part of the belt around the Plutonic Gold Mine. The mine mafic and mine package south fault form the southern boundary of the greenstones against the granite.

Bagas (1998 and 1999) interpreted that the north-western and south-eastern mafic-ultramafic sequences are connected through a westerly-dipping syncline, however, field evidence at Plutonic Gold Mine seems to suggest an upward-facing volcanic sequence, thrusted over the top of the south-western sedimentary sequence.

In this interpretation, three major structural events have shaped the Belt (Lally et al, 1999), with D1, north-directed, low-angle thrusting emplacing mafic and ultramafic units above sediments, followed by granite sheet intrusion and subsequent granite thrusting along the western portion of the Belt in D2. This was followed

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by D3 high-angle thrusting towards the south-east and open folding of earlier structures plus reactivation of D2-thrusts. Gold mineralization is thought to be associated with the earliest structural event (D1) within regional-scale thrust duplexes controlled by deep-seated east–west-trending lineaments.

A number of later, mainly Proterozoic, deformation events have substantially shaped the final architecture of the greenstone belt.

The total historical Plutonic Gold Mine area (including Marymia) comprises 39 known gold deposits, namely:  Airstrip  Albatross  Apex  Area 4A  Barra  Bass  BreamA  BrookA  CallopA  Carp  CatfishA  Channel South  Cod  CutthroatA  Cyclops  Colossus  Dingo  DogfishA (a.k.a. Trout North)  Flamingo  Gerbil  Jiminya Pool  John West  Keilor (1 and 2)  Kingston  Orient Well  Perch (NorthA, WestA and MainA)  PiranhaA  Plutonic  Plutonic West  Pelican  RainbowA  SalmonA  Sparrow  Tinto  Tomahawk  Triple P  Trout  Unicorn  Wagtail R

A Deposit within current Plutonic Gold Operations area and has been mined by open pit.

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The Hermes project area lies 60 km to the south-west of Plutonic Gold Mine and covers the south-west portion of the Archaean Marymia Inlier near its southern contact with the Proterozoic Bryah Basin (Figure 7.3).

Mesothermal style gold deposits of the Peak Hill area occur in the Archaean Peak Hill schist and the Proterozoic Naracoota Formation and associated formations of the Bryah Group. The largest gold production (650,000 oz) came from the Peak Hill (Main and Five Ways) Mine. Although most of the deposits are confined to various stratigraphic units, mineralization is generally structurally controlled.

Figure 7.3 Surface geology, tenement locations, and regional mine sites

Plutonic Gold Mine

Freshwater royalty group

Hermes

Geology Legend Alluvium Dolerite Bryah Basin JV Granodiorite Gneiss Biotite Adamellite Chlorite-Biotite Schist Pelitic Metasediments Greywacke, sediments Metabasalt Shale Dolomite

Property geology Plutonic Gold Mine The structurally lowest known unit in the Plutonic Gold Mine stratigraphy is the lower basal mafics unit, a banded garnetiferous carbonate-altered amphibolite, possibly derived from mafic sediments. Overlying the lower basal mafic unit is the Basal Sediment unit, a sequence of metasediments of varying thickness, comprised of garnetiferous siltstone and minor graphitic shale. This unit is overlain by the upper basal mafic unit, of similar character to the lower basal mafic , which is, in turn, overlain by the footwall ultramafic unit, a downward-facing komatiite sequence. The mine mafic unit overlies the footwall ultramafic unit and is the host lithology for the Plutonic Gold Mine deposit and consists of a sequence of fine-grained to medium-grained amphibolites with relict pillow textures and narrow graphitic shale marker horizons. Detailed geochemistry of the mine mafic unit reveals a series of more primitive rocks at the top of the unit transitioning into low-potassium, high-iron tholeiites of more-evolved parentage at the base, suggesting overturning of the unit. The mine mafic unit is comprised of multiple volcanic flows, separated into two subunits, the mineralized Upper mine mafic unit dominated by a coarse, hornblende-rich, high-magnesium amphibolite at the top with intercalated high-iron tholeiites, underlain by multiple volcanic flows of the lower mine mafic unit comprised of only high-iron tholeiites. The mine mafic unit is, in turn, overlain by the hangingwall ultramafic unit, a second sequence of downward-facing komatiites. Studies of multiple komatiite flows within the hangingwall and footwall ultramafic units indicate that both young downward and that the entire sequence is overturned. This has been confirmed by recent geochemistry profiles through the deposit. Pillow structures are commonly preserved, especially in low-strain areas, and show that deposition occurred in a submarine environment. Prior to recent high-resolution geochemical work, a detailed stratigraphy of the mine mafic unit had proven difficult to resolve as there are very few distinct and continuous markers. To further complicate the stratigraphy, the

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package is highly variable in thickness (less than 20 m to greater than 300 m). The orientation of the mine mafic unit varies widely throughout the deposit; but in general, dips approximately 30° to the north at the southern end, and steeply to shallowly south-west at the northern extents underground (Figure 7.4).

Above the Plutonic Gold Mine stratigraphic sequence is a second mafic/ultramafic sequence locally known as the Overthrust Mafic Sequence consisting of a series of highly magnetic, strongly sheared mafic rocks with intercalated minor sediment and talc-chlorite (ultramafic derived) schist. The uppermost unit within the Plutonic Gold Mine area is a variably altered, sheared granite. Intruded across all unit boundaries post-dating the granite thrust, in a subvertical orientation, are a series of dolerite dykes (Figure 7.5).

Geological structures at Plutonic Gold Mine can be separated into two broad categories: low-angle thrusts and high-angle faults, based on orientation, deformation character, alteration assemblage, and sense of movement. Within the mine mafic unit, the dominant fabric runs subparallel to the mineralized lodes and lithological contacts and is locally overprinted by younger penetrative fabrics, cutting and folding the layer-parallel fabric, lodes, and lithological contacts. The overprinting fabric(s) is present as a crenulation cleavage and tension gashes developed across the layer-parallel fabric and is best observed where it cuts across high-grade replacement lodes.

The early layer-parallel fabric is well-developed within the lodes and is evident by subparallel banded/zoned alteration and foliation, defined by crude mineral segregation and mineral alignment. The early fabric is further highlighted within the lodes by early quartz veins, pre-dating mineralization that has been stretched, boudinaged, and folded parallel to mineral elongation.

Peak metamorphism was to amphibolite facies (approximately 600° C and greater than or equal to (≥) 8 kilobar), with a long retrograde history through greenschist facies conditions. This has resulted in late-stage chloritization and local retrogression of peak mineral assemblages.

The main style of gold mineralization (Plutonic brown lode) typically occurs as thin (approximately 1–3 m wide) lodes that consist predominantly of quartz-biotite-amphibole-titanite-epidote-carbonate-tourmaline- arsenopyrite-pyrrhotite ± chalcopyrite ± scheelite ± gold. Visible gold is considered to have occurred at a late stage during the evolution of the deposit as it is largely undeformed and overprints most, if not all, of the minerals and fabrics. It is typically associated with thin, discontinuous quartz-calc-silicate veins within the brown lodes. Where these gold-bearing zones are well-developed, they tend to be near-parallel to the stratigraphy as marked by the rare metasedimentary horizons and to the dominant foliation, which is also typically parallel to metasediment horizons. Geochemistry suggests that these lodes developed on the boundary between mafic units or are focused along or adjacent to minor metasedimentary units within the mine mafic unit. Lodes might be rich in arsenopyrite or pyrrhotite, and while arsenopyrite is a good indicator of mineralization, it might not be present in all mineralization.

Other less common styles of gold mineralization also occur at the Plutonic Gold Mine, which include: subeconomic to marginally-economic gold grades in apparently unaltered metabasalt, shear-controlled lodes that mineralogically resemble Plutonic brown lode but are hosted within structures (e.g. shears that cross-cut the foliation); and late-stage quartz-carbonate-pyrrhotite ± chalcopyrite ± gold veins. These styles of mineralization only comprise a small amount of the gold mineralization at Plutonic Gold Mine. As is typical for deposits that have formed at relatively high-temperature conditions (e.g. amphibolite facies), there is little evidence of the distinctive, widespread, zoned wallrock alteration halos and quartz veining that can help define where fluids were focused and gold was deposited at greenschist-facies conditions.

The mineralization of the Plutonic Gold Mine is truncated to the south by the MMR Fault. Early interpretations suggested that the MMR Fault had sinistral strike-slip movement of approximately 2.5 km, linking the main Plutonic Gold Mine mineralization with that of Area 4. However, mapping of the fault zone in the Salmon and Area 4 pits suggests that the MMR Fault is an early, steeply north to north-north-west-dipping reverse fault that was reactivated during later deformation.

The Plutonic Gold Mine has been subdivided into geological domains in accordance with major Proterozoic dykes and large-scale faults. These domains include the Indian, Caspian (Northwest Extension), Adriatic, Cortez, Mediterranean, Spur, Area 134, Coral (Zone 124), Baltic and Caribbean (Zone 19), Pacific, Timor (Zone 124 North), Plutonic East, and Area 4. The geology of the open pits throughout the tenements is a deeply weathered Archaean terrane, with a combination of lithological contact and shear/fault mineralization styles within mafic, ultramafic, and sedimentary rock types.

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Figure 7.4 Plutonic Gold Mine area simplified geology

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Figure 7.5 Plutonic Gold Mine diagrammatic cross-section

Hermes The Hermes mineralization, consisting of the Hawkeye, Trapper, Klinger, Winchester, and Blake deposits, are parallel, north-east-trending, mineralized zones separated by mostly barren amphibolite (Figure 7.6). Mineralization is generally associated with quartz veins at or near the contact of sheared mafic amphibolite and quartz-biotite-sericite schist.

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Figure 7.6 Hermes local geology orthographic projection

Winchester

Hawkeye

Trapper

Blake

Klinger

North 200 m

Note: Local geology of the Hermes project showing previous interpreted solid geology (inset) and larger picture showing an orthogonal view of the latest solid geology interpretation, with large open (overturned) chevron folding, and mineralization hosted within fold hinges and limbs.

In fresh rock, the mineralized zone is characterized by recrystallized (grey) quartz veining within silica-sericite- biotite alteration ± pyrite-arsenopyrite. The bulk of the mineralization is contained within quartz-muscovite- biotite schist, however, extensions into the mafic footwall unit are common. In general, the mineralized quartz veins, foliation, and relict bedding are steeply-dipping to subvertical and high-grade shoots are interpreted to plunge shallowly to the north within the mineralized plane (Figure 7.7).

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Figure 7.7 Hermes interpretative geological cross-section

Mineralization Plutonic Gold Mine The Plutonic Gold Mine resources mined, and unmined, lie with a surface area of approximately 10 km east–west by 5 km north–south. The historical Main Pit is approximately 1.5 km long by 800 m wide by 200 m deep. Current resources being mined underground at Plutonic Gold Mine including the Indian, Indian Extension, Baltic, and Baltic Extension areas lie in a semi-continuous mineralized trend that extends from the base of Main Pit 1.7 km down plunge (880 m in elevation). Mineralization is commonly 1–3 m thick, but individual mineralized pods have a short range (generally less than 30 m).

The Cortez–Area 134–Timor zone extends approximately 1.2 km north–south, by 1.0 km east–west.

The main style of gold mineralization (Plutonic brown lode) typically occurs as thin (approximately 1–3 m wide) lodes that consist predominantly of quartz-biotite-amphibole-titanite-epidote-carbonate-tourmaline- arsenopyrite-pyrrhotite ± chalcopyrite ± scheelite ± gold. Visible gold is considered to have occurred at a late stage during the evolution of the deposit as it is largely undeformed and overprints most, if not all, of the minerals and fabrics. It is typically associated with thin, discontinuous quartz-calc-silicate veins within the brown-lodes. Where these gold-bearing zones are well-developed, they tend to be near-parallel to the stratigraphy as marked by the rare metasedimentary horizons and to the dominant foliation, which is also typically parallel to metasediment horizons. Geochemistry suggests that these lodes developed on the boundary between mafic units or are focused along or adjacent to minor metasedimentary units within the mine mafic unit. Lodes might be rich in arsenopyrite or pyrrhotite, and while arsenopyrite is a good indicator of mineralization, it might not be present in all mineralization.

Mineralization at Plutonic Gold Mine is separated into four distinct styles:  Replacement brown or Plutonic lodes (which contain the bulk of the gold)  Replacement green lodes  Hard to see lodes  Dilational high-angle quartz veins

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The Plutonic brown lodes are characterized by a series of moderately dipping to very flat-lying, stacked, banded replacement-style lodes, individually up to 5 metres wide, that are hosted within ductile mylonitic shear zones, oriented slightly oblique to the main stratigraphic contacts. Hydrothermal alteration during mid- to lower-amphibolite facies conditions has resulted in a zoned hydrothermal assemblage consisting of plagioclase-biotite-quartz-amphibole-titanite-carbonate-arsenopyrite-pyrrhotite-tourmaline-muscovite-pyrite- scheelite-gold-sphalerite. The replacement style lodes are restricted within the mine mafic unit, preferentially within the upper mine mafic unit, subparallel to primary lithological contacts. Arsenopyrite associated with gold mineralization at Plutonic Gold Mine is subtly zoned with respect to gold, antimony, and arsenic abundance. Within individual grains of arsenopyrite, there is a negative correlation between gold (rims) and antimony (core). Arsenic abundance generally increases from core to rims, indicating increasing temperature. There is a conspicuous lack of quartz veining associated with mineralization except where the ductile shear zones have intersected early quartz veins subsequently deforming them. Wall rock alteration adjacent to the lodes is very narrow, often confined to 20 cm to 30 cm. Mass balancing of the lodes against the host amphibolite indicates a general SiO2 loss of 7–10% and volume decreases of up to 30%.

The Plutonic green lodes are characterized by an amphibole-quartz-titanite-plagioclase-arsenopyrite-pyrite- visible gold-scheelite assemblage, generally confined to the upper portion of the mine mafic unit and commonly spatially associated with the Plutonic style brown lodes. Both gold and arsenopyrite appear to overprint the layer-parallel fabric where present. The morphology of lodes is similar to the brown lodes, situated within mylonitic shear zones. Quartz is more abundant and is present as a fine-grained interstitial mineral, commonly recrystallized.

Plutonic hard to see lodes are less common than the Plutonic brown and green lodes. There are more abundant in the Zone 19 area. They do not occur within ductile shear zones, but are developed predominantly within the upper 5 metres of the upper mine mafic unit within the hornblende amphibolite. Gold is finely disseminated throughout an apparently unaltered groundmass in which minor pyrrhotite and pyrite are associated. There is no biotite, albite, or arsenopyrite alteration. In higher-grade examples, free gold is sited within quartz-carbonate veins oriented parallel to overprinting local penetrative fabrics with no associated sulphides or visible alteration halo.

Quartz vein–hosted mineralization is the least abundant form of mineralization and is mainly located close to the Quartz Hill Thrust or proximal to high-angle dolerite dykes where the dykes cut replacement lodes. Above the Quartz Hill Thrust, gold is associated with pyrrhotite-pyrite-sphalerite-galena in quartz veins and unlike the shear zone-related gold mineralization at Plutonic Gold Mine, there is an absence of arsenic. Immediately below the Quartz Hill Thrust, high-grade gold mineralization is present in close proximity to brown lode mineralization. Coarse gold is observed within quartz veining and silica flooding. The gold overprints the Brown lode layer-parallel fabric, possibly indicating a remobilized origin for this coarse free gold.

The mineralization of the Plutonic Gold Mine is truncated to the south by a local structure called the MPS Fault, a minor fault splay off the major regional structure known as the MMR Fault.

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Figure 7.8 Mineralization styles

Lode type Characteristics

Folded.

Early associated Brown lodes mineralization.

Biotite, sericite, albite, arsenopyrite, pyrrhotite, native gold. 5 cm

Pyrrhotite, Green lodes arsenopyrite, silica, chlorite, native gold.

5 cm

Amphibole, Hard to see plagioclase, quartz, lodes chlorite, pyrrhotite, pyrite, native gold.

5 cm

Very high grade.

Quartz, carbonate, native gold. Quartz vein/later lodes Overprinting.

Coarse gold.

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Hermes At Hermes, the Hawkeye, Trapper, Klinger, Winchester, and Blake deposits are subparallel, north-east-trending, mineralized zones (see Figure 7.6). Mineralization at all deposits is typically associated with quartz veins at or near the sheared contact of mafic amphibolite footwall and hangingwall quartz-biotite- sericite schists. Graphitic schist occurs to a minor extent on the hangingwall and footwall sides of the mineralization at Trapper, Klinger, and Blake. The base of strong oxidation varies from 20 m to 30 m vertically below surface at Hawkeye and Winchester, and from 25 m to 45 m at Trapper, Klinger, and Blake. Transition to fresh rock occurs at approximately 30 m to 50 m and 40 m to 65 m respectively.

In general, the mineralized quartz veins, foliation, and relict bedding are steeply north–west-dipping to subvertical in both the Hawkeye and Trapper deposits, and high-grade shoots are interpreted to plunge shallowly to the north within the mineralized plane.

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8 Deposit types The Plutonic Gold Mine deposits are Archean greenstone gold deposits. The gold mineralization is predominantly structurally controlled, occurring in a variety of stratigraphic settings, mainly associated with replacement-style lodes and stockwork veining within a wide variety of host rocks ranging from ultramafic and mafic volcanic rocks, metasediments, felsic intrusive, volcanoclastic units, and BIF.

In the Hermes and Bryah JV projects, there are two broad mineralization styles (Outhwaite, 2013) referred to here as the Peak Hill Type and the Bryah Type.

The Peak Hill Type gold deposits are hosted in rocks that are generally highly deformed (four or more fold events) and metamorphosed (up to amphibolite facies), generally represented by the Peak Hill Schist Formation. Mineralization is early in the paragenesis, (syn to post-D1 isoclinal folding) with folded mineralization commonly observed. Previously mined examples include Peak Hill Main/Five-Ways, Mt Pleasant, Jubilee, Wilgeena, and St Crispin. The Hermes deposits might be examples of unmined mineralization that belongs in this category.

The local controls on this deposit class are difficult to identify because of the effects of strong, post-mineralization deformation, and probable remobilization of gold. Despite this problem, some similarities between the deposits have been recognized:  Located on a major structural and metamorphic gradient. The Peak Hill camp, Hermes, Wilgeena, and Central bore all lie around a significant gradient from high-strain, highly metamorphosed rocks at the core of uplifted basement blocks, outwards to lower-strain, less metamorphosed rocks. This gradient is a transitional structural zone up to a few kilometres wide. This zone was probably a major fluid conduit during early deformation, and hence a first-order corridor for gold exploration.  Located at or around mafic-sedimentary contacts. With the exception of Central bore, which is on a granite-sedimentary contact, all of the mentioned Peak Hill–style occurrences are closely associated with mafic rocks within dominantly sedimentary sequences. The mafic rocks are typically amphibolite, after dolerite or basalt, but high-magnesium to ultramafic rocks are noted at Hermes, Wilgeena, and possibly the Peak Hill camp (high chromium and magnesium).  Early structures. A likely early age on the controlling structural corridor has been recognized, based on the repetition of stratigraphy, which was then folded together during the identifiable fold events. The identification of early, controlling structures has proven difficult, due to the overprint of subsequent deformation events.  Strong plunge controls. Due to the multiple folding events these deposits have strong plunge controls, meaning they can have small surface footprints, especially when considering their general lack of pathfinder anomalism (see below). Exploration must take this fact into account.  Limited geochemical signature. Wilgeena, Central bore, St Crispin, Pelorus, and possibly Peak Hill have a limited range of pathfinder elements associated with the gold mineralization; scattered tungsten, bismuth, lead, and zinc, but very little else. Hermes is a clear exception however, as limited multi- element analysis has shown that this system has a strongly developed pathfinder association, similar to that found in typical Archean gold systems: arsenic, antimony, molybdenum, tungsten, bismuth, etc.

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9 Exploration Exploration at the Property has included geological mapping, geochemical and geophysical surveys, and drilling. Currently, most exploration is by drilling as described in Section 10 “Drilling”. The current Indicated Mineral Resource base and location relative to surface features is shown in Figure 9.1.

Figure 9.1 Plutonic Underground resource location map plan and oblique view

In-mine exploration Plutonic Underground mine has more than 400 km of underground development that covers an area of 2.4 km2. This extensive network of declines and development drives affords the opportunity to test less

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well-explored areas of the mine. These areas, as shown in Figure 9.2 and Figure 9.3, include the following target areas:  Indian West: Open for >500 m along strike, westward trend of existing ore zones  Indian Tier 2: Open down-dip  Caribbean: Continuation of ore zones to the east  Baltic Extension: Resource expansion down-plunge from existing resources  Area 134 Follow up of 2016 exploration drilling results  Timor Follow up of 2016 exploration drilling results  Caspian Follow up of 2016 exploration drilling results  Pacific East Follow up of 2016 exploration drilling results

Figure 9.2 Oblique view from above of Plutonic Underground in-mine exploration targets

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Figure 9.3 Oblique-longitudinal section view of Plutonic Underground in-mine exploration targets

Near-mine exploration Near mine exploration targets (Figure 9.4) include:  Timor Extension: Testing for off-set extensions of the historically significant Timor lodes  Plutonic West: Follow up of significant intersections  Zone 114: Resource expansion  Reservoir: Generation of targets from database  Big Fish/Plutonic East: Generation of targets from database

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Figure 9.4 Location map for near-mine exploration targets

Timor Extension At the northern parts of the mine, the historical high-grade Timor production zone is truncated by an easterly trending off-setting fault zone. Geophysical data suggests that the Timor structure might be preserved on the northern side of the fault zone.

The Timor Extension target area is located west-north-west of the Timor underground workings (Figure 9.5).

The historical Timor lodes, characterized by higher metallurgical recoveries and generally higher average grades than elsewhere in the Plutonic Gold Mine, are situated in an antiformal dome immediately west of the Timor Fault, in a north–south-oriented isoclinal fold that has possibly been refolded. The top limb of this fold is now right way up; the Lower Shale marker horizon is now at the top of the mine mafic unit. The Timor Fault truncates mineralization and the host mafic unit, and is truncated by the later Quartz Hill Thrust.

Timor mineralization is hosted by the Timor Mafic unit, an upthrusted slice of mine mafic unit that has been detached and separated from the main body of the mine mafic unit in the nearby Pacific underground resource area by the Timor Fault.

The highest-grade lodes are found in the antiformal hinge zones, possibly due to ease of fluid ingress in a dilational structure during overturning.

The objective of the Timor extension generative exploration project is to test the conceptual model that the Spur-Timor mineralized trend is offset to the north-west across the Zone 114 North Fault.

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Figure 9.5 Location plan of the Timor Extension project area

Note: Collar positions of historical drillholes (yellow dots) and the underground workings (in grey).

Previous exploration in the immediate vicinity of the target zone has been limited to geophysical surveys in the form of gravity modelling conducted in 2001, several airborne and ground magnetic surveys from 1989 to 1990, and a two-dimensional seismic line completed in 2012. In mid-2015, Southern Geoscience Consultants were contracted to reprocess this geophysical data. Gravity and magnetic modelling were used to trace the Granite Thrust surface in the area of focus. Results indicated significant offset of this structure across the 114N Fault.

The closest drillholes to the target area consist of a fence of four diamond drillholes situated 1,200 m east of the target zone. All other historical holes are located south of the 114N Fault, within the Timor resource area. These four holes were revaluated with respect to both lithology and structure, and resampled for portable X-ray fluorescence (pXRF) analysis. This work confirmed the presence of a mafic unit with a primary geochemical composition comparable to that of the Plutonic Gold Mine mine mafic unit and a structural setting similar to an area of the mine that lies between the Timor and Pacific resource areas.

Economic mineralization at Plutonic Underground is strongly focused to areas of complex deformation such as the Timor resource area. Drillholes completed between the Timor and Pacific areas of the mine have yielded results similar to those returned from the historical drilling.

Relogging of historical diamond drill core from two sections has confirmed the stratigraphy and location of pierce points through major structures north of the Timor area, and resulted in no major deviations from the original logging being noted.

Three-dimensional gravity modelling over the Plutonic/Overthrust area north of the Timor Resource area has been carried out in order to map the Granite Overthrust Fault and determine the magnitude and sense of displacement across the 114 North Fault (Figure 9.6).

The modelling was completed in November 2015 by Southern Geoscience Consultants (geophysical consultants). A Granite Overthrust Fault surface was derived from the modelling, extending the existing model surface for approximately 1.5 km north of Timor. The model indicates approximately 250 m of apparent dextral movement across the Zone 114 Fault, with the actual vector of displacement constrained between pure dextral

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strike-slip and pure dip-slip, north block down. A drill targeting programme will be designed to test the predicted analogue positions of Timor to the north of the Zone 114 Fault Zone.

Figure 9.6 Three-dimensional section through the Timor and Pacific East mining areas looking north

Notes: The greyed-out area represents the Zone 114 Fault Zone, located at the northern limit of Timor mineralization. The dark pink surface represents the Granite Overthrust extending southwards from the Zone 114 Fault Zone as modelled from extensive surface drilling targeting Timor. The lighter pink surface represents the Granite Overthrust extending northwards from the Zone 114 Fault Zone as derived from gravity inversion modelling. Offset of the Granite Overthrust across the Zone 114 Fault Zone, and therefore, the potential offset of Timor mineralization, lies between the two end-members: approximately 250 m dextral strike-slip and approximately 300 m dip-slip (north block down).

A model has been generated in Leapfrog Geo® to synthesize all the data collected (Figure 9.7). This, together with additional data currently being collected from a drillhole collared south of the 114 North Fault, has been used to plan drillholes to test this target during 2017.

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Figure 9.7 Oblique view of the Timor fold lithological model

Notes: Diagram shows the interpreted sinistral offset of the Timor fold along the 114 North fold, together with the location of the historical drillholes used for multi-element analysis and the proposed drillholes. The blue green is the interpreted fold, the light green is the mine mafic unit, purple is the mining stopes, and blue is areas for potential future mining.

Plutonic West Approximately 1,200 m south-west from the Main Pit, historical exploration drilling intersected the prospective mine mafic unit, which is the host rock of the Plutonic Gold Mine gold system. Selected drillhole intervals are shown in Table 9.1.

Table 9.1 Significant drilling results from Plutonic West

From To Interval Estimated true thickness Grade Hole ID (m) (m) (m) (m) (g/t Au) PWRC0014 224 231 7 6.8 56.8 PWRC0035 230 234 4 3.9 11.1 PWRC0034 236 239 3 2.8 9.31

Further exploration is warranted to test the controls on mineralization in this area. However, the fact that the host mine mafic unit is present in the area is considered to be encouraging.

Zone 114 Zone 114 lies to the north of the Pacific resource area and has been explored in a limited fashion. The geology of the local area consists of typical Plutonic Gold Mine stratigraphy and hosted in the mine mafic amphibolite host horizon. South-west of the project area at the Pacific, the mine mafic stratigraphy is folded into a north–west-trending anticline. Moving towards the Zone 114 prospect, the package thins and dips moderately north-east before flattening to subhorizontal in the 114 North Fault zone. The mine mafic in this area is sheared and disrupted accounting for the presence of mineralization at multiple elevations. A swarm of dolerite dykes have intruded along these shear horizons.

A swarm of dolerite dykes have stoped out the mine mafic and anticipated mineralization zones within the neck area between the Pacific and Zone 114 within the 114 North Fault zone. There is very limited drilling to the north and north-east of the Pacific-Zone 114 corridor, however, based on this drilling, the mine mafic appears to remain thicker towards the north-east of the Pacific with intercepts including PEDD0214 for 0.75 m at 6.36 g/t Au, and PEDD0113 for 1 m at 1.5 g/t Au, 1 m at 8.22 g/t Au, and 1 m at 2.0 g/t Au (Figure 9.8).

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Figure 9.8 Plan view of the Zone 114 area showing the mine mafic model and all drilling with gold intercepts greater than 0.5 g/t Au

Reservoir The current geological interpretation of this area comprises one of undifferentiated sediments of the Lower Basal Sediment package on the Plutonic Gold Mine stratigraphic column. The area has been pattern drilled by RAB, showing very little gold anomalism (Figure 9.9). However, deeper RC holes in places have intercepted anomalous gold beneath RAB refusal depths. The area is covered by thick transported sheet sands of the Gascoyne River and it is questionable whether RAB drilling has been effective to test mineralization at depth. No work has been carried out since the late 1990s.

Historical geophysical data sets together with the results of drilling of historical stratigraphic holes demonstrate that mafic and ultramafic units occur within this area. The extent and prospectivity of these units is not currently known. However, the occurrence of slivers of mafic/ultramafic rocks already interpreted throughout the area based on geophysical interpretation, together with the recognition of large nappe structures resulting in thrust stacking of mafic and ultramafic units highlights the need for the geology and prospectivity of the area to be revised.

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Figure 9.9 Plan view of the Reservoir prospect showing the current drill coverage to date

Big Fish Big Fish target lies to the east of the Plutonic East pit and north of the Perch pit in an area with no underground workings and wide-spaced deep drilling (Figure 9.10). Big Fish has a very distinct and complex geological sequence, although the lithostratigraphic units are comparable to those observed within Plutonic East. The interpretation of new drill results from 2015 drilling demonstrated that gold mineralization occurs as two different styles of mineralization. The earlier gold mineralization event hosted within the Plutonic East mafic has resulted in shallow-dipping, replacement-style lodes with arsenopyrite and pyrrhotite as the dominant sulphides forming a subeconomic envelope of gold mineralization across the entire area. New interpretations have also highlighted the presence of high-grade, north-west–south-east-trending ore shoots cross-cutting this low-grade mineralization. These shoots are associated with pervasive sericite-ankerite-silica and pyrite containing coarse gold occurring in the selvedge of grey brecciated quartz carbonate veins. These high-grade shoots provide attractive drill targets.

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Figure 9.10 Big Fish target cross-section looking north

Historical open pits The Plutonic Gold Mine encompasses nine historical open pits including Main Pit and Area 4/Plutonic East pit (Figure 9.11). These pits produced a combined 1,909,170 ounces of gold with production from the Main Pit dominating at 1,418,150 ounces of gold. With a re-assessment of the existing drilling, it might be possible to identify either remnant mineralization that might be of interest at modern gold prices or to identify mineralized trends that warrant follow-up exploration.

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Figure 9.11 Plutonic Gold Mine area targets and historical open pits

Regional exploration Plutonic Gold Mine tenements A prospectivity analysis of the Marymia Greenstone Belt carried out by Fallon et al. (2010) revealed that drilling to 2010 (as represented in Figure 9.12 to Figure 9.14) dominantly only reached to 50 m below the surface, and that large areas of the Plutonic Gold Mine tenements have not been systematically drill-tested. Drilling to 200 m below surface has only occurred within the specific resources developed to date.

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Figure 9.12 All drillholes in the Plutonic Marymia Greenstone Belt

Figure 9.13 Drillholes in the Plutonic Marymia Greenstone Belt up to 50 m depth from the surface

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Figure 9.14 Drillholes in the Plutonic Marymia Greenstone Belt up to 200 m depth from the surface

Target generation based on a complete review of the existing databases is planned by Billabong.

Western granites An extensive area to the west of Plutonic Gold Mine (E52/3189) is mostly underlain by a granitic rocks that are masked by alluvial cover. However, small fault slices of mafic and ultramafic rocks are present at the surface and have been mapped in outcrop, demonstrating that greenstone rock units that occur as outliers within the granite are likely to be the same or similar to those hosting the Plutonic Gold Mine deposit. The prospectivity of this area is supported by the interpretation of geophysical data that suggests that faults associated with gold mineralization at Plutonic Gold Mine (MMR and 114N Faults) continue on to this ground (Figure 9.15).

Historical exploration comprised 30 AC holes. Most of the holes were less than 50 m in length. However, five of the holes intersected basaltic rocks at the bottom of hole at depths ranging from 25 m to 80 m.

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Figure 9.15 Aeromagnetic map of western granites area

Note: Total magnetic intensity reduced to the pole image overlain by tenements (pink) and faults (black) and mine mafic outcrop (red), and greenstone margin (blue). Source: Billabong.

Hermes In addition to the established resources at Hermes, there is potential for additional gold mineralization to occur in the area. Exploration is planned to define possible lode repeats within the immediate mine area, particularly in structurally defined targets (fold hinges) to the south-west, in a postulated extension to the overall mineralized trend (Figure 9.16).

Exploration at Hermes will comprise additional drilling to explore the strike extensions of the existing resources.

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Figure 9.16 Hermes area exploration target zones

Bryah Basin: Regional Mineralization occurs within highly deformed (multi-phase deformation) amphibolite-facies metasediments of the Peak Hill Schist within zones of high metamorphic/deformation gradient, thought to possibly represent an early shear-hosted mineralization style, typically best developed proximal to amphibolite (a favourable structural/geochemical position).

Mineralized shear zones have been strongly deformed by subsequent events that have led to very strong thickening/plunge control to mineralization, and hence strong potential for small footprint and blind mineralization. Multi-element data suggests that many of the southern prospects, including Peak Hill, have an association of base metals (such as lean, zinc, bismuth, copper, and tungsten), or a consistent arsenic- antimony-molybdenum-tungsten-bismuth signature similar to the Hermes deposits.

The effectiveness of the existing surface geochemical coverage of the Bryah Basin JV project has been hampered by the extensive colluvial cover (80% coverage). It is recognized that much of the current project area (and existing historical surface geochemistry) is therefore effectively untested/invalid.

Previous explorers (ALY and Northern Star) embarked upon a campaign to test a number of priority targets with geochemical drill sampling (Figure 9.17) to effectively see beneath this cover. It is proposed that Billabong will continue to roll out this strategy across targeted areas of the Bryah Basin JV project, and provide effective geochemical baseline coverage in priority target areas in an effort to advance new target areas into the resource pipeline.

Over the Bryah Basin JV area, exploration will comprise further infill and extension geochemical drilling as well as initial AC and RC drilling traverses to test anomalous trends identified historically.

An aerial topographic survey over the Wilgeena prospect area is also being planned for early 2017 to establish a current surface topography in preparation for additional resource upgrade drilling.

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Figure 9.17 Geochemical drilling coverage map of Hermes/Bryah Basin JV area

Note: Large red circles indicated areas of potential future exploration. Image backdrop is total magnetic intensity. Drilling geochemistry is coloured for gold with blue less than 5 parts per billion (ppb), green 5–10 ppb, yellow 10–20 ppb, red 20–50 ppb, white greater than 50 ppb. Source: Billabong.

Wilgeena Historical RC drilling at Wilgeena has delineated mineralization that has been reported as an historical estimate for an Indicated Mineral Resource of 1.36 Mt at 1.99 g/t Au for 87,000 oz Au at a 0.5 g/t Au cut-off12 reported in accordance with the JORC Code (2004)13. The statement has an accompanying short technical report by CoxRocks Pty Ltd that AMC believes is relevant and reliable. The estimate was conducted using data from 53 AC holes for 3,624 m, 359 RC holes for 24,960 m, and 12 diamond holes for 1,164 m. Limited analysis of diamond core was used to assign bulk density of 1.80, 2.20, and 2.50 kg/m3 for oxide, transition, and fresh rock material respectively. Interpretation is based on wireframing to drillholes on a nominal 0.25 g/t Au cut-off with a nominal 1 m skin of external dilution. Wireframes were extended to a maximum of 20 m down-dip and 5 m up-dip to close polygons. Statistical analysis was used to define a gold grade cap of 20 g/t Au. The interpolation used was inversed distance to the power of two within the interpreted wireframe solids. The resource extends to a maximum of 140 m below surface. AMC considers that an assessment of the inclusion of AC drilling samples as a reliable sample, and additional testing of geostatistical methods is required to verify the historical estimate as a current Mineral Resource. A qualified person has not done sufficient work to classify the historical estimate as current Mineral Resources or Mineral Reserves; and Billabong is not treating the historical estimate as current Mineral Resources or Mineral Reserves. AMC cautions that the Wilgeena historical estimate has not been assessed for compliance with the CIM Definition Standards.

Further drilling could upgrade the confidence in the current historical estimate, whilst also better defining the down-dip and plunge component of the existing shallow mineralization (Figure 9.18). A Phase 1 component of drilling (RC and diamond) would enable an update to the Wilgeena historical estimate to be undertaken.

12 Alchemy Resources Limited 2012, Bryah Basin gold resource update, Australian Stock Exchange announcement dated 22 October 2012, available , viewed 30 September 2016. 13 Australasian Joint Ore Reserves Committee (JORC), Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (the JORC Code), 2004 edn, effective December 2004, 32 pp., available , viewed 26 December 2016.

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Figure 9.18 Oblique view of Wilgeena mineralization

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10 Drilling Plutonic Gold Mine summary Modern exploration on the Plutonic Gold Mine began in 1986 and surface drilling began in 1987. Drilling campaigns have included diamond drilling with various core diameters, RC drilling, RAB drilling, and other minor types. Table 10.1 summarizes the drilling and sampling on the property. Note that surface grade control drilling, and areas outside of current land holdings, are excluded from this summary.

All collars are shown in plan view in Figure 10.1.

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Table 10.1 Plutonic Gold Mine exploration surface drilling summary

Surface Underground Face Total Year Diamond Diamond RC RC RAB RAB Diamond Diamond Sludge Sludge samples No. of holes Metres No. of holes Metres No. of holes Metres No. of holes Metres No. of holes Metres Number No. of holes Metres Pre-2002 1,280 443,968 8,361 599,467 3,867 175,817 2,285 291,730 0 0 – 15,793 1,510,982 2002 86 61,048 86 12,978 0 0 679 50,177 – – – 851 124,203 2003 22 19,068 258 20,296 179 9,120 542 36,430 – – – 1001 84,914 2004 32 12,163 298 39,708 0 0 761 49,571 – – – 1,091 101,442 2005 9 4,767 27 1,698 0 0 1284 72,140 – – – 1,320 78,605 2006 9 863 221 16,580 0 0 1232 72,905 18 226 – 1,480 90,574 2007 2 259 0 0 0 0 1283 68,694 – – – 1,285 68,953 2008 0 0 0 0 0 0 861 52,292 – – – 861 52,292 2009 11 4,437 0 0 0 0 779 45,233 54 768 – 844 50,438 2010 8 2,925 14 992 0 0 877 58,762 – – – 899 62,679 2011 35 9,581 0 0 0 0 942 66,842 – – – 977 76,423 2012 22 8,562 0 0 0 0 997 65,543 18 202 – 1037 74,307 2013 4 1,683 0 0 0 0 945 50,787 – – 21,99314 949 52,470 2014 4 1,473 0 0 0 0 1,128 74,501 39 800 343215 1,171 76,774 2015 56 23,552 8 1,693 0 0 1,538 120,629 45 777 15,101 1,647 146,651 2016 0 0 0 0 0 0 1,096 65,561 18 328 10,506 1,114 65,889 Total 1,580 594,349 9,273 693,412 4,046 184,937 17,229 1,241,797 192 3,101 51,032 32,320 2,717,596 Note: For the purposes of summary tabulation, drillholes with no date recorded in the database are summed up in pre-2002. No RAB/AC or sludge drilling data is used in any resource estimate.

14 Samples are not recorded with a date but pre-date August 2014. 15 Sample dating only recorded after August 2014.

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Figure 10.1 Plutonic Gold Mine area drilling collar plan

Note: Source Billabong, Projection: MGA Zone 50.

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The Plutonic Underground Mineral Resources and Mineral Reserves are based, primarily, on diamond drill data. Current Mineral Resource estimates, for the most part, are based on a 20 m by 20 m drill pattern or occasionally 10 m by 10 m, depending on geological complexity and mining method. Early estimates of Indicated Mineral Resources used a 40 m by 40 m pattern. Core diameters include LTK60 (43.9 mm), BQ (36.4 mm), NQ (47.6 mm), and NQ2 (50.7 mm).

Drill collars are surveyed by the Plutonic Gold Mine survey department using electronic total station equipment. Single-shot downhole survey measurements are taken every 50 m. Primary drill patterns, approximately 40 m by 40 m, are drilled with oriented core measuring devices.

Underground drilling is used to assist in the upgrade of existing Mineral Resources to Mineral Reserves and to find new additional Mineral Reserves by focusing on existing, known areas of mineralization and expanding to the immediate favorable surrounding areas.

Barminco Ltd has performed the recent underground diamond drilling using Boart Longyear LM08 electric hydraulic rigs.

All diamond drill core is digitally photographed. Logging notes lithology, alteration, mineralization, and structures. Structural readings were taken at 5 m intervals or where the foliation was relatively consistent. More readings were required in more structurally complex intervals. Where possible, readings were taken in ore zones and at major structural contacts.

For unorientated core, only alpha angles were measured; for oriented core, both alpha and beta angles were recorded.

If the core was BQ, LTK48, or LTK60, it was sampled as full core and dispatched to the laboratory for analysis. If the core was NQ2, it was cut in half; the top half of the core was sent to the laboratory for analysis and the other half was placed back in the core tray, transferred onto pallets, and moved to the core yard library.

Hermes summary The Hermes (previously known variously as Three Rivers and Bryah Basin) area was first drilling in 1995 by Troy. Successive episodic campaigns by various companies (Table 10.2) resulted in a detailed drilling phase by Northern Star in 2016 that led to definition of the most recent Mineral Resource discussed in Section 14.2.

Table 10.2 Hermes area exploration drilling summary

Drill type Diamond Diamond RC RC RAB/AC RAB/AC Year No. of holes Metres No. of holes Metres No. of holes Metres Approximately 1995 (Troy) – – – – 954 47,624 1996–1998 (Troy) 4 521 233 23,275 5 237 2003 (Barrick) 2 231 – – – – 2009–2011 (ALY) 10 1,080 117 13,616 214 8,830 2015 (Northern Star) 16 1,573 113 13,091 – – 2016 (Northern Star) – – 368 31,904 – – 2016 (Northern Star) water bores – – 16 1,358 – – Total 32 3,405 847 83,244 1,173 56,691 Note: RAB/AC drilling is not used in resource estimates.

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Figure 10.2 Hermes drill collar plan

Source: Billabong.

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The Hermes Mineral Resources and Mineral Reserves are based, primarily, on RC drill data. Current Mineral Resource estimates, for the most part, are based on a 20 m by 20 m drill pattern.

Drill collars are surveyed. RC holes were surveyed at 30 m downhole intervals. The stainless steel starter rod allowed dip and azimuth measurements to be recorded using a Reflex EZ-shot camera during drilling operations. Deviations to the drillhole path were monitored by the rig geologist.

RC drilling was conducted by Ranger Drilling services using both Hydco 350 (Ranger Drilling Rigs 2 and 3, onboard 350 psi/1150cfm) and KWL 350 (Easternwell Rig 50, onboard 500 psi/1350cfm) RC rigs, with Air-Research Compressors boosters and Sullair Australia auxiliaries. The barrel configuration for the drilling included a stainless steel starter rod with stabilizers, downhole hammer and 5.25″ face sampling drill bit. A combination of front and back reamers/stabilizers were used to minimize hole deviation.

Sampling was completed using an onboard, rig-mounted, static cone splitter directly from the cyclone. Approximately 12.5% of each 1 m sample was collected as a primary sample (from the primary splitter chute) into a pre-labelled calico bag while the remaining 87.5% was collected and retained at the drill site, either dumped directly in 1 m sample piles on the ground or in a green poly-bag. All resource definition drillhole primary samples were 1 m samples taken directly from the primary chute of the splitter at the rig.

All resource targeting and sterilization samples were collected as 4 m composite samples directly from the secondary splitter chute. The primary (1 m) sample was also retained at the drill site and the remaining drill spoil left on the ground.

Where assays indicated greater than (>) 0.1 g/t Au mineralized intervals, the original appropriate pre-labelled 1 m primary samples were then taken for further re-split assays.

Approximate recoveries were sometimes recorded as percentage ranges based on a visual and weight estimate of the sample. All RC chips were logged using wet sieving technique retaining a sample in a plastic chip tray for later reference or relogging.

All diamond drill core was digitally photographed. Logging noted lithology, alteration, mineralization, and structures. Structural readings were taken at 5 m intervals or where the foliation was relatively consistent. More readings were required in more structurally complex intervals. Where possible, readings were taken in ore zones and at major structural contacts. For unorientated core, only alpha angles were measured; for oriented core, both alpha and beta angles were recorded.

All core was cut in half; the top half of the core was sent to the laboratory for analysis and the other half was placed back in the core tray, transferred onto pallets, and moved to the core yard library.

Recent drilling results Plutonic Underground drilling is ongoing as at September 2016. A summary of the grade control holes significant intercepts >1 m and >20 gold gram metres is shown in Table 10.3 and locations are summarized in Figure 10.3. The holes are all drilled from underground and the results are influencing grade control decisions to mine within the Caribbean, Indian, Caspian, Timor, and Area 134 areas.

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Table 10.3 Plutonic Underground significant drilling intercepts July – September 2016 (>1 m and >20 gold gram metres)

Drillhole Azimuth End of hole Downhole Downhole Estimated Drillhole Easting Northing Dip Downhole to Au (g/t) collar RL (degrees, depth from intersection true thickness number (mine grid) (mine grid) (degrees) (m) uncut (mine grid) mine grid) (m) (m) (m) (m) UDD18421 4,730 11,839 1,168 –59 233 65.8 41.1 48.8 7.7 10.0 5.4 UDD18427 4,730 11,839 1,168 –39 209 59.7 47.5 53.9 6.4 19.4 4.5 UDD18428 4,730 11,839 1,168 –31 210 73.1 59.5 62.7 3.3 26.8 2.3 UDD18431 4,740 11,837 1,169 –31 209 62.4 49.5 53.7 4.2 10.4 2.9 UDD18374 4,377 11,438 1,146 –28 186 53.8 32.9 42.1 9.2 22.1 6.4 UDD18377 4,378 11,438 1,146 –48 174 59.6 43.2 50.5 7.3 16.2 5.1 UDD18382 4,372 11,418 1,145 –26 209 28.3 19.0 21.3 2.3 54.7 1.6 UDD18384 4,358 11,446 1,145 –65 208 74.8 40.3 42.4 2.2 32.3 1.5 UDD18391 4,378 11,438 1,146 –31 179 55.9 42.0 44.7 2.7 42.7 1.9 UDD18392 4,371 11,437 1,145 –50 187 77.6 29.1 35.1 6.0 25.0 4.2 UDD18417 4,308 11,370 1,138 –15 15 136.8 86.5 88.4 1.9 23.8 1.3 UDD18417 4,308 11,370 1,138 –15 15 136.8 103.7 105.3 1.6 84.8 1.1 UDD18393 4,499 11,190 1,247 20 60 68.3 50.0 52.1 2.1 19.5 1.5 UDD18400 4,457 11,200 1,251 –3 61 59.0 10.2 14.2 4.0 21.2 2.8 UDD18400 4,457 11,200 1,251 –3 61 59.0 24.5 27.9 3.4 9.6 2.4 UDD18402 4,456 11,201 1,250 –10 55 83.3 58.4 61.4 3.1 23.1 2.1 UDD18400 4,457 11,200 1,251 –3 61 59.0 10.2 14.2 4.0 21.2 2.8 UDD18400 4,457 11,200 1,251 –3 61 59.0 24.5 27.9 3.4 9.6 2.4 UDD18467 4,448 11,259 1,251 –44 100 57.9 47.2 52.5 5.3 13.7 3.7 UDD17874 4,317 13,201 1,362 –7 72 47.6 13.3 16.5 3.2 11.6 2.2 UDD17875 4,317 13,201 1,361 –21 72 53.9 25.4 29.1 3.7 30.5 2.6 UDD17876 4,317 13,201 1,361 –23 57 42.9 24.3 29.9 5.6 19.0 3.9 UDD18489 4,369 12,817 1,013 44 225 24.9 21.9 24.1 2.2 14.9 1.5 UDD18532 4,882 12,612 1,121 80 293 29 13.30 15.50 2.20 17.0 1.5 UDD18516 4,275 10,944 1,340 2 46 62 2.25 3.80 1.55 34.5 1.1 UDD18518 4,337 10,942 1,333 –6 26 40 7.95 10.15 2.20 30.5 1.5 UDD18538 4,871 12,644 1,137 –50 342 29 12.05 14.05 2.00 14.8 1.4 UDD18550 4,856 12,678 1,126 –22 257 34 20.00 24.30 4.30 17.3 3.0 UDD18579 4,441 11,510 1,216 –4 182 52 42.00 46.00 4.00 35.8 2.8 UDD18581 4,440 11,510 1,215 –2 201 64 20.90 26.30 5.40 32.7 3.8

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Drillhole Azimuth End of hole Downhole Downhole Estimated Drillhole Easting Northing Dip Downhole to Au (g/t) collar RL (degrees, depth from intersection true thickness number (mine grid) (mine grid) (degrees) (m) uncut (mine grid) mine grid) (m) (m) (m) (m) UDD18585 4,750 11,836 1,172 –13 191 56 45.10 50.80 5.70 5.7 4.0 UDD18559 4,173 11,570 1,080 53 10 32 24.00 27.20 3.20 58.6 2.2 UDD18589 4,763 11,834 1,173 –10 181 50 5.80 8.90 3.10 16.4 2.2 UDD18618 4,204 11,257 1,148 6 193 33 30.35 33.00 2.65 18.7 1.9 UDD18710 4,365 11,389 1,170 –40 169 32 3.05 8.00 4.95 9.1 3.5 UDD18697 4,320 13,227 1,337 25 131 48 33.20 35.55 2.35 16.0 1.6 UDD18703 4,321 13,230 1,339 62 36 27 7.30 12.80 5.50 7.5 3.9

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Figure 10.3 Plutonic Undergound new drilling intercept location plan

AMC has reviewed the significant intercepts and understands that the results are typical of grade control drilling with narrow high-grade intercepts. These results confirm that detailed drilling and face sampling are required to provide the confidence to change the Mineral Resource classification or convert the Mineral Resource into a Mineral Reserve.

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11 Sample preparation, analyses, and security Sample security All sampling and sample dispatch activities are supervised by the project or mine geologist. The ongoing mine operations discount the risk of sample tampering. The protocols for sample collection and despatch are standard for the Australian mining industry.

All cut drill core is kept in an unfenced core farm adjacent to the core-cutting and processing shed. This is not regarded as a security risk due to the remote location of the mine with no community development near the mine. All core is photographed and records kept electronically.

Pulp rejects from assayed samples are kept in wooden boxes on top of the waste dump. These are visited frequently as samples are taken for research and other purposes.

Plutonic Gold Mine RC samples: Barrick and Resolute RC samples were collected through a cyclone at 1 m intervals and passed through a riffle splitter to produce a 2 kg to 4 kg assay sample.

Some of the RC holes drilled by Resolute were sampled by taking 4 m composites in known waste zones. One metre samples were assayed where the composite assays were >0.25 g/t Au adjacent to mineralization and >0.5 g/t Au in areas not adjacent to mineralization.

The standing water table was at approximately 26 m below surface. Drilling was generally dry to at least 50 m or 60 m, and wet samples were produced below this depth. No records have been found to indicate treatment of wet samples, although it is stated that no major sampling problems were encountered.

The principal laboratory used by both BMA and Resolute was Minlabs Assay Laboratories (Minlabs) in Perth. RAB samples were assayed using an aqua regia digestion with an atomic absorption spectroscopy (AAS) finish, to a detection limit of 0.01 g/t Au. RC samples from the BMA drilling were fire assayed, with an AAS finish, to a detection limit of 0.01 g/t Au. Resolute assayed the majority of its RC samples using aqua regia method with an AAS finish, however, RC samples containing sulphides were fire assayed. All diamond drill core samples were fire assayed.

Resolute used Genalysis as an umpire laboratory to check the BMA results. These were reported as showing good agreement with the original assays. Check assaying on Resolute’s own drilling was in the form of repeats by fire assay at Minlabs.

RC samples: Homestake Mining Company and Plutonic Resources Ltd All RC holes were drilled with face hammers and were sampled at 1 m downhole intervals. For each metre drilled, the sample was passed through a cyclone and riffle splitter or cone splitter and collected into calico bags and the remaining unsampled material dropped into a catchment sump. Depending on the oxidation state of the rock, the sample weight varied between 3 and 5 kg. A duplicate sample was also collected and retained in a temporary sample storage facility for further check sampling.

The RC drilling and sampling were supervised at the drill site by a company sampler and geologist. The riffle splitter was cleaned using compressed air after every sample and the cyclone was cleaned every 40 m, or more regularly at the geologists’ discretion.

All pre-2006 Homestake Mining Company exploration division samples comprising of RC and diamond core were sent to Minlabs. The following procedures were used at Minlabs:  Entire sample was crushed with a hammer mill to a particle size of less than (<) 500 μm.  A 0.3 kg to 0.5 kg sample riffle split was pulverized to 100% passing 75 μm using a Labtechnic ring mill.  A 50 g charge was fire assayed using an AAS finish to a detection limit of 0.01 parts per million (ppm) Au.  At least two assay standards were submitted with each 300 to 400 sample batch to monitor the accuracy of the laboratory.

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Plutonic Gold Mine primary assay samples, after passing through the splitter, were collected in a calico bag and submitted to the Plutonic Gold Mine assay laboratory for sample preparation and gold analysis using an aqua regia digestion/AAS determination.

Wet or damp samples were occasionally obtained, usually at rod changes or near the end of a hole. These samples were not riffle split immediately, rather the entire 1 m sample was placed in a polyweave bag and retained in a temporary sample storage facility. Once dried, the original samples were riffle split and separated for aqua regia/AAS laboratory analysis. The RC drilling and sampling was supervised at the drill site by sampler and geologist.

Diamond core samples: Homestake Mining Company and Plutonic Resources Ltd Minimum and maximum samples lengths were 0.3 m and 1.0 m, respectively, and honoured geological contacts. A field assistant allocated sample numbers, recorded the numbers on a sample sheet, sampled the core, and forwarded the sample sheet to the data clerk. The sample sheet and the drill log were entered into the database digitally and verified for agreement by the data clerk.

Core drilling was completed by Homestake Mining Company and Plutonic Resources Ltd for the purpose of:  Twinning existing RC holes to verify mineralization.  Geotechnical information on pit slope stability.  Density determinations on ore types.  Provide samples for metallurgical testwork.

Where diamond core was to be assayed, it was cut in half, with half the sample being submitted for assay and the remaining half being retained for reference. Core from triple-tube, HQ3 holes were collected for geotechnical, relative density, and metallurgical testwork. At the drill site, the core was wrapped in plastic wrap after removing from the split and then transported back to the core yard for geotechnical and geological logging. The core was then measured and weighed, wet and dry, for the relative density analysis. The core from the ore zones was then cut into quarters for assaying and metallurgical testwork.

Diamond core samples: Northern Star Sample preparation and assaying as per the following flow charts (Figure 11.1 to Figure 11.3) show the flow from site-based processing, to submission, to sample preparation at ALS Limited (NATA16-accredited and ISO17-accredited).

16 National Association of Testing Authorities, Australia. 17 International Organization for Standardization.

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Figure 11.1 Flow chart for Northern Star site-based sample processing

Figure 11.2 Flow chart for exploration sample preparation at ALS Limited Malaga facility

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Figure 11.3 Fire assay flow chart for Northern Star at ALS Limited Malaga facility

Gold concentration was determined by inductively coupled plasma atomic absorption spectroscopy (ICP-AAS), after conventional lead fusion and aqua regia digestion of a 40 g charge sample, with at least 170 g of litharge based flux at the ALS Limited Perth facility.

Plutonic Gold Mine samples taken by Billabong involved a chain of custody managed by Billabong personnel. Samples are stored on-site in polyweave bags secured with zip lock ties, prior to freight pick-up for delivery to the assay laboratory in Perth.

Face samples: Northern Star Face rock chip/channel samples are collected from all (nominal) development faces. The data is incorporated into resource estimates. A review to assess the relevance of combining drill and face data in estimates was completed in 2009 (Coombes, 2009) and found that the data could be combined as long as ongoing comparisons of relevance for combined top-cut are conducted. The data is currently stored in three separate databases at Plutonic Gold Mine. The three databases relate to time frames and systems of data recording used at the time. Face samples have been recorded in acQuire systems since August 2014.

The sampling is completed by geologists and underground sampling assistants. The sampling is taken by chipping the face into calico bags with definition by lithological boundaries. The face sample locations are marked up, with mine survey pick up of locations for recording as collar/azimuth/interval in the database. Duplicate intervals, blanks (every 20 samples), and certified reference materials (every 40 samples) are inserted into the sample sequence. All face samples are prepared and assayed at the on-site Plutonic Gold Mine Laboratory (PGML). No external checks are conducted on these samples.

Hermes 1996–1998 Troy Resources NL The sample preparation, analyses, and security for all previous drilling campaigns to the end of 2012 are reported in Coxhell (2012). A total of 234 RC holes (TRC1 to TRC234) were drilled on the Hawkeye‐Trapper mineralized trend for a total of 28,210 m. This drilling delineated and defined the Hawkeye gold deposit at a drill spacing of 20 m by 20 m and the Trapper gold deposit at a drill spacing of 40 m by 20 m with 20 m by 20 m and 20 m by 10 m spaced drillholes limited to the north end of the deposit. Holes were generally drilled toward grid east at a declination of 60° with the exception of some holes drilled toward grid west and a few holes drilled toward grid south-east in complex areas to try and resolve the orientation of the gold mineralization. Samples were collected in 1 m intervals and split to approximately 2 kg through a

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multi-tier riffle splitter and submitted to Ultra Trace Laboratory (NATA-accredited) Perth for fire assay gold analysis. The samples were pulverized in a ring pulverizer and a 50 g portion analysed using the fire assay method and gold, platinum, and palladium values determined by inductively coupled plasma optical emission spectroscopy (ICP‐OES). AMC accepts that the sampling as described is accepted as being to industry standards at the time.

2009–2011 Alchemy Resources Limited ALY completed 10 diamond drillholes, 117 RC drillholes, and 214 AC drillholes between 2009 and 2011. Diamond drilling assay results were obtained from geochemical analysis of 1 m samples of half NQ2 (50.6 mm) core. All samples were analyzed at ALS Limited laboratories in Perth. Samples were prepared using single-stage pulverization of the entire sample. Gold assays were obtained using a 30 g fire assay and AAS analysis technique. Quality assurance and quality control (QA/QC) was achieved using a suite of certified standards, laboratory standards, field duplicates, laboratory duplicates, repeats, blanks, and grind size analysis.

RC drill samples were taken as 1 m samples from a riffle spilt primary sample at the rig. Analysis of gold was completed by 30 g fire assay/AAS determinations. Field split duplicates, blanks, and standards were included in all batches submitted to ALS Limited laboratory in Perth.

2015–2016 Northern Star Hermes samples taken by Northern Star involved the same protocols as Plutonic Gold Mine core as described in Section 11.2.4.

QA/QC procedures Methods: Plutonic Gold Mine The Plutonic Gold Mine has been in operation since 1990 following discovery in 1988. QA/QC procedures have changed throughout that period, and most sampling in that period relates to resources now mined out in the open-pit mining period of Plutonic Gold Mine.

The current underground resources have been identified over a long period of time with a number of companies. The resources are based dominantly on underground diamond drilling completed in the last 10 years.

At PGML, blanks are inserted with diamond drill core after every suspected high-grade sample following a blue metal wash. For underground face samples, a blank is inserted at the end of any face that contains ore. The frequency of blanks for mapped faces is proportionate to the amount of ore drives mapped per shift.

Grind checks or sizing is carried out on a frequency of 1 in 40 to 1 in 100 depending on year, on both pulp residues and crush residues. The data is collected throughout the shift with results calculated at the end of shift. Pulp residues are expected to have 90% passing less than or equal to (≤) 75 µm. The crush residue is expected to have 80% passing ≤3 mm. This data is monitored by the laboratory supervisor. Grind times can be lengthened accordingly.

Certified reference materials (CRMs) are inserted at a frequency of at least 1 in 20, as per the Plutonic Gold Mine assay laboratory system of quality control. This amounts to at least two standards per assay batch. Standards are selected based on their grade range and mineralogical properties. Geostats Pty Ltd standards used have been sourced from Yilgarn ore deposits, with an emphasis on sulphide ores.

Field, crush, and pulp duplicates occur at a frequency of 2.5%, and this data is made available at end of month reporting.

Company procedures dictate a process of validation and checking of laboratory results when data is returned by the laboratory as it is loaded into the acQuire database. A standard set of plots and checks are undertaken, and if results fall outside of the expected limits, then reassaying is requested. Monthly QA/QC reports are generated by the database administrator and documented from automated routines out of the database.

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Figure 11.4 QA/QC check sampling flow chart for Northern Star/Billabong field, crush, and pulp duplicates

Primary Sample - Diamond Core Primary Sample – UG Face Sample Contractor – Barminco Pty Ltd PGM Hole Diameter NQ2 (46mm), BQ (36mm) Face Chips Sample Length 0.3m – 1.2m Sample Length 0.3m to 1m Sample Weight (Min/Max) Sample Weight - ~3kg NQ2 (0.9 / 3.0kg)

Split (NQ2) ½ Core Diamond Saw Up to 1.5kg

QAQC Controls QAQC Controls ½ Core – Primary Blanks – added to face samples within FA Batch size of 50 Field Residue Ore Zones BMW & Blank – after each ore interval Stored in core trays at SRM’s – 1 per shift SRM’s – 1 in 20 Core Storage area

Primary Sub Sample Dry Dry Half Core O O 1-4 hours @ 150 C 1-4 hours @ 150 C Sample Lengths 0.30 – 1.00m Final dry time dependent on Final dry time dependent on Sub Sample Weight moisture content of samples moisture content of samples ½ NQ2 (0.87 / 3.50kg) Whole core BQ (0.9 / 3.9kg)

Crush Crush Essa Jaw Crusher Essa Jaw Crusher 90%< 3 mm 90%< 3 mm

CRUSH RESIDUE Riffle Split Riffle Split CHECK SAMPLE 50 : 50 50 : 50 Core 1:40 700g – 750g

Pulverise Labtechnics LM2 Pulverise Pulverise 90% < 75 µm Labtechnics LM2 PULP RESIDUE Labtechnics LM2 700g – 750g 90% < 75 µm CHECK SAMPLE 90% < 75 µm Grind time: 3-4 min 700g – 750g Grind time: 3-4 min Core 1:40 700g – 750g Grind time: 3-4 min

Scoop Scoop 250g – 300 g 250 – 300g Scoop Scoop 250 – 300g 250 – 300g

Field Residue Check Pulp Sub Check Pulp Sample Primary Pulp Pulp Sub Sample Sub Sample Sample

Scoop Scoop Scoop 40 g Charge Scoop 40 g Charge 40 g Charge 40 g Charge

Pulp Check Fire Primary Pulp Field Residue Assay Assay Sub Primary Fire Assay Pulp Assay Sub 40g 40g Sample Sample 40g 40g

Fire Assay FA40 Fire Assay FA40 Fire Assay FA40 Fire Assay FA40 Elements – Au Elements – Au Elements – Au Elements – Au

AAS Determination AAS Determination AAS Determination AAS Determination Elements – Au Elements – Au Elements – Au Elements – Au

Source: Billabong. Note PGM in this diagram refers to Plutonic Gold Mine.

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Independent validation of QA/QC: CRMs Data was examined by AMC for the period January 2014 to October 2016 to assess the quality of results returned by the analytical laboratories suppling results for resource definition and grade control processes. Data was exported from the acQuire database and manipulated to exclude data previously flagged as being outside acceptable limits. Data was received for CRMs from three laboratories for the following time periods:  Bureau Veritas (BV) Perth from June 2014 to December 2014: 1,719 CRM samples  ALS Limited Perth from November 2014 to October 2016: 10,165 CRM assays  PGML from January 2014 to October 2016: 2,293 CRM samples

The CRMs were analyzed as part of the submitted sample batch and were blind submissions. Analysis is by fire assay (30 g to 50 g charge weight) with analysis by AAS or ICP-OES.

The results were examined using a box-and-whisker plot for each CRM (X-axis) with the gold grade labelled (Figure 11.5 to Figure 11.8). The results show that all laboratories show an apparent bias low of 2% to 4% for CRMs up to 3 g/t Au. PGML shows a lower bias continuing up to 10 g/t Au. The ALS Limited laboratory that has processed the largest number of samples shows negligible bias in CRMs above 3 g/t Au.

Figure 11.5 QA/QC: Box-and-whisker plot of CRM results from diamond drillhole batches to BV

DDH CRMDDH Box CRM & box Whisker-and-whisker plot plot: - AuAu FA/AAS, FA/AAS BV laboratory - BV Lab 8%

6%

4%

2%

0%

-2% Reative CV% -4%

-6%

-8%

-10%

1.54 4.93 13.3 0.57 3.21 7.87 48.53 Expected Grade

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Figure 11.6 QA/QC: Box-and-whisker plot of CRM results from DDH batches to ALS Limited

DDH CRMDDH Box CRM & box Whisker-and-whisker plot plot: - AuAu FA/AAS FA/AAS or ICP or, ALSICP - ALS 8%

6%

4%

2%

0%

-2%

Reative CV% -4%

-6%

-8%

-10%

-12%

0.57 1.54 3.65 4.93 13.3 0.49 1.99 3.21 5.29 7.87 33.3

10.26 34.18 47.24 16.77 48.53 Expected CRM Grade Au g/t

Figure 11.7 QA/QC: Box-and-whisker plot of CRM results from DDH batches to PGML

DDH CRM box-and-whisker plot: Au FA/AAS, PGML 10%

5%

0%

-5%

-10% Reative Reative CV%

-15%

-20%

-25%

0.49 0.57 1.54 1.99 2.94 3.21 3.65 4.93 5.29 7.87 13.3 33.3

10.26 11.26 16.77 34.18 47.24 48.53 CRM Expected Grade Au g/t

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Figure 11.8 QA/QC: Box-and-whisker plot of CRM results from face sample batches to PGML Face CRMFace Box CRM & box Whisker-and-whisker - Au plot: FA/AAS Au FA/AAS Plutonic, PGML 10%

5%

0%

Reative CV% -5%

-10%

-15%

1.54 3.21 3.65 5.29 13.3 33.3 0.57 1.99 4.93 7.87

10.26 16.77 48.53 Expected Grade

Blanks were examined and found to have less than 1% of samples outside of the error limit. No duplicate data was examined independently.

Qualified Person opinion The protocols established by Barrick and maintained by Northern Star up until the handover to Billabong are in line with gold industry standards. The short-term nature of grade control batches means that QA/QC has limited use on decision-making processes as the decision to mine or not mine is commonly made before any check results can be returned. AMC considers that longer-term reviews are necessary to understand if a laboratory is maintaining a reliable estimate of grade especially in grade ranges at or near the mine cut-off grades. AMC notes that the PGML appears to bias low for the CRM grade ranges of 3 g/t Au to 10 g/t Au when compared to the commercial laboratory average grades for the same CRMs. AMC does not consider this a fatal flaw, as low-grade development material is currently fed to the processing plant anyway. AMC recommends that Billabong continue to monitor and maintain the QA/QC programme to ensure laboratory performance and sampling correctness are optimized. Testwork is recommended to ensure the apparent low bias at the PGML is not resulting in incorrect ore/waste determinations.

In the opinion of the Qualified Person, sample preparation, security, and analytical procedures are adequate for the purposes of quoting a Mineral Resource for the Property.

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12 Data verification Verification by company Sample tracking The PGML operates an automated sample tracking system, LABMAN. LABMAN organizes the samples into batches and samples are tracked based on batch number until the prill is created. Prills are tracked according to their numerical order from the batch print out, which is directly proportionate to the test-tube rack layout. The AAS machine was connected to the LABMAN network with assay values either being entered automatically or manually (manual operation is the more common method used as multiple readings are taken until the operator is satisfied with a constant result). Upon completion, the data is exported in a .TXT format to the database administrators (DBAs).

Upon receiving the digital file for the assay data, the DBAs import the file into the master acQuire database. This data is not accessible for assessment until it is validated as complete and correct by the QA/QC geologist and DBAs.

Face data is received in the same format but is entered into the Fusion database instead.

Data verification Surface and underground drillhole data is validated to produce a digital database free of detected errors. This is undertaken by passing data through embedded macros and queries of the drillhole database software by table (collar, assay, lithology, survey, and grout).

Cross-checks are also undertaken to ensure that each drillhole has data from collar, assays, lithology, survey, and grout files. By undertaking the above procedures, all drillhole and face data is rigorously checked, verified, and corrected where necessary to ensure limited failures.

Previous data verification reviews A previous review by Roscoe Postle and Associates in 2012 concluded that the data verification systems were adequate for Mineral Resource estimation. An estimation process review by Optiro Pty Ltd (2015) identified that reduced manning levels were having an impact on the quantity and quality of the data being generated in 2015, however, overall the data collection systems that support the resource estimation process were found to be best practice.

Verification by qualified person Site visit AMC’s Qualified Person’s Roderick Carlson and Daniel Kahler visited Plutonic Gold Mine site on 27 October 2016 to inspect operations and exploration and to meet relevant site-based personnel. During the site visit, personnel were interviewed to discuss understanding of site procedures and protocols. Core and RC samples were inspected from Hermes and Plutonic Gold Mine projects. No independent sampling was completed based on the fact that the mine is in operation and reconciliation reviews do not indicate any unexpected variances from expected results.

Data verification Data from drilling and face samples were imported and inspected to confirm interpretations match with those incorporated into published Mineral Resources and Mineral Reserves. Independent checking of resource estimation methodologies and resulting block model reporting was conducted to confirm quoted tabulations.

Mineral Reserve modifying factors were examined for reasonableness and models tested for methodology and reporting results.

Qualified Person opinion In the opinion of the Qualified Person, data verification systems are adequate for the purposes of quoting a Mineral Resource for the Property.

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13 Mineral processing and metallurgical testing Plutonic Gold Mine has been in operation since August 1990. Therefore, metallurgical response of the various ore types is predominantly based on historical operating data. As new areas are identified, testing is conducted to assess whether the metallurgical response will vary significantly for the anticipated responses. During 2009, ore characterization, classification, and recovery testwork was conducted on ore from five underground zones. No further significant testwork has been conducted on ore from the orebodies mined during the past several years. However, the decision to develop the Hermes deposit has resulted in a testwork programme to provide confirmation that the existing processing circuit is suitable to also treat the Hermes ore.

Testing of Hermes ore The Hermes metallurgical testwork campaign, which formed part of the Hermes resource update process, was completed in three stages. The three testwork programmes assessed the following samples:  Stage 1: Hawkeye and Trapper  Stage 2: Klinger, Hawkeye, and Trapper  Stage 3: Winchester and Blake

The testwork assessed comminution, leaching and adsorption, and tailings handling, and was addressed in three separate reports, issued by ALS Limited and SGS Group.

Comminution The Stage 1 Hermes samples were tested for comminution properties. Four composite samples were prepared for comminution testwork, with the results compared to the Plutonic Gold Mine plant design parameters. The Bond impact crushing and Bond ball mill work indexes compared favourably to the Plutonic Gold Mine design parameters and, as such, similar crushing and milling rates are expected to those of the Plutonic Gold Mine ore.

The high clay content of the Hermes ore might affect material flows in the crushing and milling circuits and, therefore, blending with existing Plutonic Gold Mine ores should be considered. Additionally, the clay content will have impacts on the slurry viscosities in the milling circuit and, as such, densities might need to be decreased in order to achieve P80 = 75 µm.

A summary of the comminution test results is shown in Table 13.1.

Table 13.1 Summary of Hermes comminution testwork results

Bond abrasion Crushing work index Ball mill work indexA Composite ID index (kWh/t) (kWh/t) NHC01 0.1874 11.0 16.5 NHC02 0.2496 14.0 18.1 NHC03 0.1772 17.1 17.7 NHC04 0.1915 17.2 16.4 A Closing screen = 106 µm.

Metallurgical recovery Variability leach and absorption tests were conducted and demonstrated average gold recoveries of 96.7% after 36 hours of residence time, with an associated cyanide and lime consumption of 0.34 kg per tonne and 1.0 kg per tonne respectively. The Stage 1, Stage 2, and Stage 3 recovery results are summarized in Table 13.2, Table 13.3, and Table 13.4.

The leaching rate of the samples varied with a number of slower leaching samples prevalent. Plutonic mill can maintain a leach retention time of 36 hours and, therefore, this is not considered to be an issue.

A number of the samples tested contained gold grades well in excess of typical plant feed grades, and the life-of-mine grades. These samples indicated higher leach residue grades, however, gold recoveries remain high and this is not expected to be an issue with blended feed to the plant.

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Based on the gold recovery achieved during the testwork after 36 hours of cyanide leaching, a recovery of 95% was recommended for all the ore types (oxides, transitional, and weathered) for the pit optimization and economic modelling.

Table 13.2 Summary of Hermes Stage 1 leach testwork

Gold extraction Gold grade Reagent consumption Sample P80 Test (%) (g/t) (kg/t) number Calculated Leach (µm) 2 hours 8 hours 24 hours 36 hours NaCN Lime head residue DM3609 75 30.57 84.53 95.29 97.29 2.22 0.06 0.50 0.85 DM3610 75 22.94 68.68 97.13 99.62 7.95 0.03 0.42 0.99 DM3611 75 23.72 74.71 95.43 98.97 8.73 0.09 0.53 1.93 DM3612 75 14.58 56.28 93.67 97.77 2.24 0.05 0.42 0.98 DM3613 75 22.53 82.58 96.85 97.86 1.87 0.04 0.52 1.37 DM3614 75 26.97 71.83 94.22 95.79 2.85 0.12 0.68 0.93 DM3615 75 57.37 93.04 97.55 99.27 1.38 0.01 0.82 3.63 DM3616 75 35.16 80.94 97.47 98.58 2.11 0.03 0.45 0.98 DM3617 75 49.92 91.00 93.87 95.74 3.52 0.15 0.49 0.35 DM3618 75 33.16 70.97 93.74 96.94 7.19 0.22 0.63 0.42 DM3619 75 29.69 84.95 94.48 96.52 2.59 0.09 0.72 0.60

Table 13.3 Summary of Hermes Stage 2 testwork results

Head grade (g/t) Au extraction Leach residue Reagent consumption (g/t) Composite ID Prospect after 36 hours gold Calculated Assay (%) (g/t) NaCN Lime HMET001 Klinger 4.14 4.33 87.2 0.12 0.28 0.63 HMET002 Klinger 4.49 6.38 98.3 0.08 0.29 0.72 HMET003 Klinger 4.80 3.10 93.4 0.32 0.28 0.87 HMET004 Klinger 20.50 15.80 99.4 0.12 0.23 0.48 HMET005 Klinger 4.00 5.18 95.3 0.19 0.27 0.25 HMET006 Hawkeye 1.31 1.41 94.3 0.08 0.19 0.31 HMET007 Hawkeye 1.32 1.19 95.8 0.06 0.28 0.55 HMET008 Trapper 0.70 1.07 90.7 0.07 0.25 0.29 HMET009 Trapper 1.43 1.00 96.5 0.05 0.24 0.51 HMET010 Trapper 2.45 1.75 96.7 0.08 0.15 0.24 HMET011 Trapper 3.08 3.75 97.6 0.08 0.19 0.50

Table 13.4 Summary of Hermes Stage 3 testwork results

Head grade (g/t) Au extraction Leach residue Reagent consumption (g/t) Composite ID Prospect after 36 hours gold Calculated Assay (%) (g/t) NaCN Lime NHXRC000121 Winchester 1.11 1.17 98.2 0.02 0.27 0.99 NHXRC000127 Winchester 3.23 2.70 97.5 0.08 0.29 2.92 NHXRC000128 Winchester 2.47 2.72 98.6 0.04 0.30 1.67 NHXRC000391 Winchester 4.16 4.68 97.5 0.11 0.34 3.85 NHXRC000402 Winchester 2.10 2.13 97.9 0.05 0.13 0.88 NHXRC000422 Winchester 1.39 1.47 94.2 0.08 0.15 0.43 NHXRC000479 Blake 1.27 1.29 98.4 0.02 0.06 1.34 NHXRC000480 Blake 17.20 25.60 89.2 1.86 0.24 0.64 NHXRC000486 Blake 19.50 21.20 96.1 0.77 0.06 1.03 NHXRC000496 Blake 46.40 45.30 98.4 0.75 0.13 0.78

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13.1.2.1 Carbon adsorption Sequential triple contact carbon-in-pulp (CIP) testwork was undertaken on the Stage 1 NHC04 composite, to calculate the Fleming kinetic adsorption constants (k and n) for gold extraction. Results are presented in Table 13.5 and do not highlight any specific concerns.

Table 13.5 Summary of Hermes carbon tests

Fleming gold adsorption constants Loaded carbon gold content (g/t) Slurry ID Test number k n Slurry ID Test number NHC04 composite DM3608 149.64 0.645 NHC04 composite DM3608

Tailings 13.1.3.1 Rheology Rheology tests at varying densities were completed on the Stage 1 NHC04 sample and are presented in Table 13.6. The results indicate no issues with tank viscosity and agitation are expected, or with tailing slurry pumping to the tailings storage facility (TSF) at densities below 60% w/w solids.

Table 13.6 Summary of rheology testwork results

Pulp Bohlin Visco 88 viscosity at shear rate (sec-1) Screen P Solids Sample ID 80 temperature (centipoise per second) (µm) (% w/w) (° C) 4.2 7.4 13.1 21.9 38.9 67.4 119.2 209.5 NHC04 75 Ambient 70 2,578 1,672 1,535 1,342 1,153 964 960 930 NHC04 75 Ambient 60 0 0 0 57 97 131 165 199 NHC04 75 Ambient 50 0 0 0 0 0 37 57 87 NHC04 75 Ambient 40 0 0 0 0 0 0 28 49

13.1.3.2 Settling Settling tests at varying flocculant addition rates were completed on the Stage 1 NHC04 sample and are presented in Table 13.7. The results indicate that the final density achieved was 60% w/w solids. The flocculant used was Magnafloc919, and the overflow liquor was cloudy. This data indicates that no issues are expected when processed through the Plutonic mill.

Table 13.7 Settling rates

A 2 Flocculant Free settling Calculated thickener Re (m /t/d) Sample ID Dosage rate For final Final density Final density Type (ppm) (m/h) density <2.5% <5.0% NHC04 30 9.04 0.165 0.116 0.094 MagnaflocMF919 NHC04 40 9.04 0.159 0.121 0.079 A Reynolds number.

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14 Mineral Resource estimates Summary Mineral Resources as at 30 September 2016 are summarized in Table 14.1.

Table 14.1 Mineral Resources as at 30 September 2016

Measured Indicated Measured and Indicated Inferred Gold Cont.A Gold Cont. Gold Cont. Gold Cont. Category Tonnes Tonnes Tonnes Tonnes grade gold grade gold grade gold grade gold (000’s) (000’s) (000’s) (000’s) (Au g/t) (koz) (Au g/t) (koz) (Au g/t) (koz) (Au g/t) (koz) Hermes – – – 3,700 2.2 260 3,700 2.2 260 610 2.5 49 Plutonic Gold – – – 3,500 5.5 620 3,500 5.5 620 5,200 4.4 750 Mine Stockpiles 2 2.3 0.1 330 0.6 6.4 330 0.6 6.5 – – – 30 September 2 2.3 0.1 7,500 3.7 890 7,500 3.7 890 5,800 4.2 800 2016 Total A Contained. Notes: 1. Mineral Resources are quoted inclusive of those Mineral Resources converted to Mineral Reserves. 2. The reporting standard adopted for the reporting of the Mineral Resource estimate uses the terminology, definitions, and guidelines given in the CIM Definition Standards (May 2014), as required by NI 43-101. 3. Mineral Resources are not Mineral Reserves and do not have demonstrated economic viability. All figures are rounded to reflect the relative accuracy of the estimate and have been used to derive subtotals, totals, and weighted averages and all have been rounded. 4. Mineral Resources are estimated for Hermes at a cut-off grade of 1.00 g/t Au and reported within an optimized pit. 5. Mineral Resources are estimated at a cut-off grade from 2.45 g/t Au to 3.26 g/t Au, for the Plutonic Gold Mine depending on the resource area. 6. Mineral Resources are estimated using an average gold price of US$1,258 per ounce (using A$:US$ of 0.74).

AMC’s opinion AMC considers that there is moderate risk associated with the estimation methodology applied in the Plutonic Gold Operations Mineral Resource estimates. The classification utilizes an estimation pass methodology to define confidence but does not apply a spatial coherence check. It applies an optimization method to define material that meets the reasonable prospects for eventual economic extraction requirement, hence ruling out material that does not fall within the prescribed economic parameters for cut-off grade and tonnage. The methodology promotes spotted and striped classifications that are data driven and not a function of geological confidence.

AMC’s concerns over the previous classification of Measured Resources at Plutonic Underground has been mitigated by downgrading all material previously classified as Measured Resources back to an Indicated Resource classification. AMC considers the spatial continuity of the dominantly remnant blocks is such that the previous estimate of 190,000 oz Au as Measured Resources was optimistic. AMC has taken a realistic approach by lowering the confidence to Indicated Resource for all this material. Future estimates might be able to better define specific areas that have the mapping and sampling to support a Measured classification.

There are areas in some parts of the resource domains where interpretation from drillholes spaced at greater distances than the lode continuity distance results in classic spotted dog optimized shapes. Examination of the relationships between these isolated disc shapes does, however, show that domain continuity could be entertained in an inferred interpretation. Limiting the grade interpolation continuity within the estimation methodology works as a method to limit risk, but does result in an apparent lack of continuity between holes. The production history of the mine allows for latitude in these cases, as the mine has successfully produced gold from the underground since 1995, despite these short-range geological structures and low confidence resources.

AMC recognizes that there might be specific areas within the Mineral Resource models where mineralization estimation is spatially inaccurate due to the bulk unfolding methodology, but this risk is mitigated by the process of grade control that introduces a complete intermediate step involving detailed infill drilling and remodelling prior to any underground mining phase. The detailed drilling and face sampling of development drives is used in the grade control models to assign stope grades for mining, thus further distancing the Mineral Resource

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model from the decision to mine. In these circumstances, the relative lack of confidence in the spatial location of the Indicated Resources is not critical.

AMC comments that the grade estimated for the surface mineralized waste stockpile is an assumption based on campaign treatment that does not guarantee future grade. The mineralized waste stockpile material is generated from development dirt that, in general, is face sampled and thus is measured as lower than the ore grade cut-off, and higher than waste grade cut-off, for each mining area. AMC accepts that the material has sufficient likelihood of the average grade being achieved to warrant the inclusion in the Mineral Resource statement in an Indicated Mineral Resource. A small run-of mine stockpile of underground ore is included in the Measured Mineral Resource.

AMC recommends that the existing resource methodologies are re-examined to determine if a simplification of the process could reduce the time overheads required from personnel to maintain and update the current models, and at the same time provide a spatially more reliable resource estimate.

The 30 September 2016 Mineral Resource statement did not re-estimate the 30 June 2016 Mineral Resource estimates completed by Northern Star. The 30 June 2016 estimates were utilized and then depleted using the Mineral Reserve depletions between 1 July 2016 and 30 September 2016. Recorded material movement could be matched to individual Mineral Reserve stopes, but not in a meaningful way to Mineral Resource blocks. The spatial definition applied during the grade control process is not present in the Mineral Resource model. It is this spatial inaccuracy and uncertainty that primarily led AMC to reclassify the Mineral Resources as Indicated rather than Measured. AMC suggests that updated resource estimates are conducted as soon as practical as the Mineral Reserve shapes might be defined in areas outside of the defined Mineral Resource ore shapes.

Plutonic Gold Mine Mineral Resources The Plutonic Gold Mine Mineral Resource by area is summarized in Table 14.2 and the resource areas shown in Figure 14.1. Each Mineral Resource has a differing grade cut-off based on economic and metallurgical recovery considerations.

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Table 14.2 Plutonic Underground Mineral Resources by area as at 30 September 2016

Measured Indicated Measured and Indicated Inferred Cut-off Gold Gold Gold Gold grade Tonnes Tonnes Tonnes Tonnes (Au g/t) (000’s) Grade Ounces (000’s) Grade Ounces (000’s) Grade Ounces (000’s) Grade Ounces (g/t) (koz) (g/t) (koz) (g/t) (koz) (g/t) (koz) Plutonic East UG and Area 4 UG 2.74 – – – 110 5.7 20 110 5.7 20 1,000 4.6 150 Indian: Northwest Extension 2.82 – – – 510 5.5 90 510 5.5 90 700 4.3 100 Caspian: Northwest Extension 2.82 – – – 270 5.8 50 270 5.8 50 90 5.9 20 Baltic: Zone 19 2.45 – – – 430 5.8 80 430 5.8 80 790 4.6 120 Baltic Extended: Zone 19 2.45 – – – 330 4.7 50 330 4.7 50 410 4.5 60 Caribbean: Zone 61 3.26 – – – 300 7.3 70 300 7.3 70 300 4.6 40 Spur: Zone 124/Area 134 2.60 – – – 710 5.7 130 710 5.7 130 1,050 4.5 150 Cortez: Zone 124 2.60 – – – 190 4.9 30 190 4.9 30 370 3.8 50 Pacific: Zone 124 North 2.91 – – – 210 4.4 30 210 4.4 30 280 4.3 40 Timor: Zone 124 North 2.47 – – – 460 5.4 80 460 5.4 80 250 4.2 30 Plutonic Underground total – – – – 3,500 5.5 620 3,500 5.5 620 5,200 4.4 750 Stockpiles – 2 2.3 0.1 330 0.6 6 330 0.6 6.5 – – – Notes: 1. Mineral Resources are quoted inclusive of those resources converted to Mineral Reserves. 2. The reporting standard adopted for the reporting of the Mineral Resource estimate uses the terminology, definitions, and guidelines given in the CIM Standards on Mineral Resources and Mineral Reserves (May 2014) as required by NI 43-101. 3. Mineral Resources are not Mineral Reserves and do not have demonstrated economic viability. All figures are rounded to reflect the relative accuracy of the estimate and have been used to derive subtotals, totals, and weighted averages. 4. Underground Mineral Resources are estimated at a cut-off grade from 2.45 g/t Au to 3.26 g/t Au, depending on the resource area. 5. Mineral Resources are estimated using an average gold price of US$1,258 per ounce (using A$:US$ of 0.74). .

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Figure 14.1 Plutonic Underground mine resource area location plan (in local mine grid)

Mineral Resource process workflow The estimation process used for the majority of the Plutonic Underground Mineral Resource models is not a typical process as it uses a combination of resource and optimization processes to define the economic zones within the potentially mineralized rock units. Sections 14.3.1.1 to 14.3.1.3 are a summary workflow for the estimation process. Sections 14.3.2 to 14.3.8 describe the rationale for the decisions in the workflow in more detail.

14.3.1.1 Plutonic East, Area 4, Indian, Baltic, Caribbean, A134, and Cortez resources The estimation process described relates to Plutonic East UG and Area 4 UG, Indian: Northwest Extension, Baltic Extension: Zone 19 , Caribbean: Zone 61, Spur: Zone 124/Area 134, and Cortez: Zone 124.

The process in a set of simplified steps is:  Define lithology bounding wireframes (LITH=MineMafic) and subdomain where necessary for structural discontinuities such as dolerite dykes and faults (Figure 14.2).  Select drilling (mine and exploration) and face data (three different databases) within bounding wireframe.  Exclude all sludge drilling and unvalidated data.  Merge all databases together and validate to ensure data integrity and quality.  Create fields for numeric lithology codes, code for data inside or outside mine mafic rock unit, standardize missing or below detection grades.  Remove all duplicate face data, face data not inside development wireframes, or drillholes with suspect downhole survey data.  Create composite files breaking on geology as domain boundaries (mine mafic).  Export composite file for statistical assessment based on the grouped lithology field, focused on SCZ (sheared mafic) (100) and MZ (mine mafic) (200) codes.  Run gold top-cut assessment of composite file by geology and subdomain for drilling and face data and set capping values.  Define search orientations, updating and generating unfold surfaces where required for each subdomain.

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 Length composite to 1 m intervals breaking on geology as domain boundary (mine mafic) with residuals retained. Composites flagged against subdomain boundaries.  Create block model file with a 10 m × 10 m × 10 m parent block and 1 m × 1 m × 1 m sub-block (Figure 14.3).  Use unfold surface to create grade interpolation using inverse distance to the power of three within each domain using relevant search distances and 1 m × 1 m × 1 m discretization. The search distances, minimum samples, maximum samples, and maximum samples per hole are defined for each domain. Run models without unfolding where insufficient information available and instead utilize an average domain orientation and search distance.  The background waste model is created and combined with the ore model. It is created using mine mafic and dolerite solids with a block size of 10 m × 10 m × 10 m. These large cells effectively replace all the 1 m × 1 m × 1 m cells that are <0.3 g/t Au in the ore model and therefore reduce the size of the finished final model.  Standardize to zero grade and relevant domain background block values (waste and dyke material).  Oxidation state is checked against model and surface depletions flagged out.  Deplete block model for all mined out wireframes and sterilization shapes.  Run Vulcan™ Mineable Shape Optimiser (MSO) model to create all potentially mineable shapes based on resource cut-off grades.  Report out of depleted block model every MSO shape summarizing tonnage, grade, and proportion of resource classification and depletion in each shape.  Select from resulting report only MSO shapes that have the following criteria: — The confidence category is Measured, Indicated, or Inferred based on the proportionally largest ounce content within each shape required to carry the entire volume at the resource cut-off grade. — Mined out material above the threshold needed to achieve factor reduction from base line (80% of the MSO shape remaining). This is a factor to cater for known risk around the stoping optimizer approach that might overstate material within the vicinity of stoping and development. A depletion factor is applied to reduce the number of optimized shapes being reported within the resource by adjusting the cut-off factor for reported percentage mined in the stope shape. This approach reduces risk of over reporting.

Figure 14.2 A134 resource wireframe bounds showing faults, dykes, and domains

Faults Resource Domains

Dolerite Dykes

North

150 m

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Figure 14.3 Block model slice showing domain groupings and cross-cutting dykes

Faults

Different Resource Domains

North Dolerite Dykes into plane 150 m

14.3.1.2 Timor and Pacific resources The Timor: Zone 124 North, Pacific North: Zone 124, and Caspian: Northwest Extension area resources were estimated using a using an indicator kriging methodology. The process used is summarized below:  Define lithology bounding wireframes (LITH=MineMafic) and subdomain where necessary for structural discontinuities such as dolerite dykes and faults (Figure 14.4).

Figure 14.4 Major domain subdivisions at Timor/Pacific

 Select drilling (mine and exploration) and face data (three different databases) within Caspian model area.  Exclude all unvalidated data including sludge, RC, and RAB holes and duplicate face data.  Standardize missing or below detection grades.

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 Add 2 m buffer intervals to the ends of face samples where gold is >0.5 ppm to limit spread of grade during estimation.  Complete get-nearest study to assess possible bias between face samples and exploration drilling. No bias was found.  Create fields for numeric lithology codes, code for data inside or outside mine mafic rock unit and estimation domain.  Generate sample file using the buffered face samples and flag with ore field based on location and capping group based on spatial distribution and grouped lithology.  Generate file containing drillhole samples and flag with ore field based on location and capping group based on spatial distribution and grouped lithology.  Append face sample and drilling files for use in determining grade capping.  Run gold top-cut assessment on data file by grouped lithology domain and set capped values.  Generate 1 m composites using the combined capped sample file for use in the high-grade indicator estimation.  Generate 1 m composites inside quartz veins for use in the low-grade indicator estimation and final grade estimation.  Generate 1 m composites outside the quartz veins for use in the final grade estimation.  Define indicator grade thresholds (≥0.3 g/t Au, ≥2 g/t Au, and ≥10 g/t Au) and generate appropriate fields in composite file.  Define search orientations, based on groupings of the estimation domains into packages with similar mineralization trends. Subdivisions were based on changes in strike and dip.  Adopt search distances based on lode continuity analysis as the variography is not robust.  Create preliminary block model file with a 2 m × 2 m × 2 m block size and run indicator estimations at ≥0.3 g/t Au, ≥2 g/t Au, and ≥10 g/t Au using searches of 50 m × 50 m × 2 m and between three and five composites from at least three different drillholes/faces (Phase 1 model). Soft boundaries were applied to most domains.  The projection unfold modelling search was used in 31 of the western Pacific domains where data was sparse. In those domains, the search distances were set to 100 m × 100 m × 4 m.  Use blocks with greater than15% probability at the 0.3 g/t Au indicator to generate low-grade wireframe constraints for use in the final grade estimation.  Create final block model inside low grade wireframes (1 m × 1 m × 1 m blocks subcelled to 0.5 m × 0.5 m × 0.5 m at boundaries). No grades were estimated outside the low-grade wireframes or within the laterite unit at surface.  Run very high–grade indicator estimation at ≥10 g/t Au using searches of 50 m × 50 m × 2 m and between three and five composites from at least three different drillholes/faces.  Use blocks with ≥50% probability at the 10 g/t Au indicator as the basis for the very high–grade indicator zones in the grade estimation.  Run high-grade indicator estimation at ≥2 g/t Au using searches of 50 m × 50 m × 2 m and between three and five composites from at least three different drillholes/faces.  Use blocks with ≥50% probability at the 2 g/t Au indicator as the basis for the high-grade indicator zones in the grade estimation.  Combine very high–grade and high-grade indicators for final estimate.  Run low-grade indicator estimation at ≥0.3 g/t Au using searches of 50 m × 50 m × 2 m and between five and thirteen composites from at least three different drillholes/faces.  Use blocks with ≥50% probability at the ≥0.3 g/t Au indicator as the basis for the low-grade indicator zones in the grade estimation. Blocks with <50% probability at the ≥0.3 g/t Au indicator deemed outside low-grade indicator zones.  Back flag composite file with appropriate high-grade and low-grade indicator values and assign sample weights to composites to simulate a soft boundary during grade estimation.  Run a five-pass grade estimate on each block using inverse distance. Pass 1 estimations were given higher priority than Pass 5 estimations. The search distances, minimum samples, maximum samples, and maximum samples per hole were varied for each pass and were the same for each indicator domain as in Table 14.3. The search orientations were as those used for determination of the indicators in the Phase 1 model (the 2 m × 2 m × 2 m low-grade (0.3 g/t Au threshold) indicator model).

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Table 14.3 Timor/Pacific search distance parameters

Estimation pass Parameter Indicator 1 2 3 (infill) 4 5 (infill) Major 50 0.5 15 4 30 15 Search radius (m) Semi-major 50 0.5 15 4 30 15 Minor 2 0.5 1 1 1 1 Minimum – 1 2 1 2 1 Sample count Maximum – 99999 3 3 3 3 Maximum samples per drillhole – 99999 1 1 1 1 Previously Classification – Indicated Indicated Inferred Inferred Measured

 For estimates outside the high-grade indicator, and inside the low-grade indicator, two intermediate short-range passes were completed on isolated composites capped at 45 g/t Au.  Classify model based on estimation pass number (note: AMC reclassified all Measured to Indicated).  Assign bulk density values based on oxidation state (Table 14.4).

Table 14.4 Timor/Pacific bulk density assignments

Description Oxidation state Bulk density Laterite 1 2.1 Oxide 2 1.8 Transition 3 2.2 Fresh 4 2.9

 Assign a tonnage to each block in the model based on assigned bulk density.  Assign a background gold value to unestimated blocks.  Deplete block model for all mined-out wireframes and sterilization shapes.  Report out of depleted block model, either side of the Timor/Pacific boundary plane, using 2.1 g/t Au cut-off grade.

14.3.1.3 Caspian resources The estimation process used for the Caspian Mineral Resource model is based on a set of probability indicators that constrain the mineralization. The process used is summarized below:  Define lithology bounding wireframes (LITH=MineMafic) and subdomain where necessary for structural discontinuities such as dolerite dykes and faults (Figure 14.5).

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Figure 14.5 Major domain subdivisions at Caspian

 Select drilling (mine and exploration) and face data (two different databases) within Caspian model area.  Exclude all unvalidated data and duplicate face data.  Standardize missing or below-detection grades.  Add 2 m buffer intervals to the ends of face samples where gold is >0.5 ppm to limit spread of grade during estimation.  Complete get-nearest study to assess possible bias between face samples and exploration drilling. No bias was found.  Create fields for numeric lithology codes (GRPLTH), code for data inside or outside mine mafic rock unit (MMAFLAG) and estimation domain (DOMAIN).  Append face sample and drilling files for use in determining grade capping.  Run gold top-cut assessment on data file by grouped lithology domain and set capped values.  Generate 1 m composites using the combined capped samples for use in the high-grade indicator estimation.  Generate 1 m composites inside quartz veins for use in the low-grade indicator estimation and final grade estimation.  Generate 1 m composites outside the quartz veins for use in the final grade estimation.  Define indicator grade thresholds (≥0.3 g/t Au and ≥2 g/t Au) and generate appropriate fields in composite file.  Define search orientations, based on groupings of the estimation domains into packages with similar mineralization trends.  Adopt search distances based on lode continuity analysis as the variography is not robust.  Create preliminary block model file with a 2 m × 2 m × 2 m block size and run indicator estimations at ≥0.3 g/t Au and ≥2 g/t Au using searches of 75 m × 75 m × 2 m and between five and thirteen composites from at least three different drillholes/faces (Phase 1 model).  Use blocks with >10% probability at the 0.3 g/t Au indicator to generate low-grade wireframe constraints for use in the final grade estimation.

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 Create final block model inside low-grade wireframes (1 m × 1 m × 1 m blocks subcelled to 0.5 m × 0.5 m × 0.5 m at boundaries). No grades were estimated outside the low-grade wireframes or within the laterite unit at surface.  Run high-grade indicator estimation at ≥2 g/t Au using searches of 75 m × 75 m × 2 m and between three and five composites from at least three different drillholes/faces.  Use blocks with ≥40% probability at the 2 g/t Au indicator as the basis for the high-grade indicator zones in the grade estimation.  Run low-grade indicator estimation at ≥0.3 g/t Au using searches of 75 m × 75 m × 2 m and between five and thirteen composites from at least three different drillholes/faces.  Use blocks with ≥50% probability at the ≥0.3 g/t Au indicator as the basis for the low-grade indicator zones in the grade estimation. Blocks with <50% probability at the ≥0.3 g/t Au indicator deemed outside low-grade indicator zones.  Back flag composite file with appropriate high-grade and low-grade indicator values and assign sample weights to composites to simulate a soft boundary during grade estimation.  Run a five-pass grade estimate on each block using inverse distance. Pass 1 estimations were given higher priority than Pass 5 estimations. The search distances, minimum samples, maximum samples, and maximum samples per hole were varied for each pass and were the same for each indicator domain as in Table 14.5. The search orientations were as those used for determination of the indicators in the Phase 1 model.

Table 14.5 Caspian search parameters

Parameter Indicator Estimation pass 1 2 3 4 5 Major 75 0.5 18 4 36 18 Search radius (m) Semi-major 75 0.5 18 9 36 18 Minor 2 0.5 2 2 2 2 Minimum 5 1 2 1 2 1 Sample count Maximum 13 999 3 3 3 3 Maximum samples per drillhole 3 999 1 1 1 1 Previously Classification – Indicated Inferred Measured

 Classify model based on estimation pass number.  Assign bulk density values based on oxidation state (Table 14.6).

Table 14.6 Caspian bulk density

Description Oxidation state Bulk density Laterite 1 2.1 Oxide 2 1.8 Transition 3 2.2 Fresh 4 2.9

 Assign a tonnage to each block in the model based on assigned bulk density.  Assign a background gold value to unestimated blocks.  Deplete block model for all mined-out wireframes and sterilization shapes.  Report out of depleted block model using 2.1 g/t Au cut-off grade.

Baltic Extended: Zone 19 was estimated using the mine planning model methods of wireframing, unfolding, and inverse distance to the power of three modelling. A total of 1,924 wireframes were generated to model grade, with the majority having an unfold surface generated for each. Those without an unfold surface utilized a domain search ellipse average. Baltic Extended modelling was informed by drilling only.

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Resource database AcQuire is the primary diamond drillhole database. All diamond drill information is obtained from this database. Initial data is obtained from the Diamond Drillhole Instruction of the planned programme. Additional information is added to the database as the drill core is logged, sampled, and assays returned. Diamond drill programmes are later validated to eliminate the risk of data errors. Once validated, acQuire data is exported into Vulcan™ for three-dimensional viewing and subsequent estimation.

Face data is stored in a Microsoft Access–based program used prior to the introduction of Mine Mapper 3D and the Fusion Database. All information for this database is manually input from hard-copy face sheets that are produced underground. Assay values are exported from here to a corresponding digitized line within Vulcan™.

Fusion Database is the most recent database to be introduced to Plutonic Gold Mine. All maps created on tablets underground or in the office are loaded into the Central Fusion Database. This Database can export assay files that are imported into Vulcan™. Face positioning is conducted manually from digitized reference points in Vulcan™.

Assay data is uploaded directly from laboratory electronic files to avoid manual data entry errors. Gold assays below the detection limit are assigned 0.005 g/t Au. Where the samples have been lost, not assayed, or insufficient sample was available for assaying, the gold assay is set to one of a series of negative value that indicates why the assay was not generated.

Geological models Geological models are constructed to constrain the block model grade estimate and facilitate mine planning. All work is done in Vulcan™ software. For each resource area, wireframe models are updated for geological features such as the mine mafic, dolerites, and faults.

Other data used in the creation of the unfold model surfaces include survey outlines for the long-hole and airleg stopes, grade control shapes, structural data collected from unoriented and oriented drill core samples, and geological mapping from drives. All wireframe interpretations are completed in cross-sections perpendicular to the strike of the orebody. Cross-sections were commonly spaced at 20 m or as close as 5 m in areas of closely spaced drilling.

Polygons and strings are linked between adjacent cross-sections to create three-dimensional solids and tetra surfaces. All wireframes are then checked to ensure their validity.

Plutonic Gold Mine is divided into 10 resource zones based on the complexity of the geologic setting. The resource zones are generally defined by major faults and dolerite dykes. The mine mafic (mineralized unit) is updated for each resource zone using the most recent drillhole and face sample databases. Where required, resource zones are subdivided into smaller domains by local faults or dykes or where there is a major shift in the geological interpretation.

Density data Samples (736 in total) weighing between 0.5 kg to 2.0 kg were taken from active mining areas between 1998 and 2007. In 2012, a new programme for density sampling measured a further 3,821 samples. Bulk density data is currently collected routinely during drillhole logging.

The samples are first weighed in air and then in water. The following equation was used to derive the bulk density:

Bulk density = weight dry / (weight dry – weight in water)

Average densities were tabulated for each resource area and for the mine as a whole. For the purposes of estimating Mineral Resources, a global bulk density of 2.9 t/m3 was applied to all models, with the exception of Plutonic East, which uses 2.8 t/m3.

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Cut-off grades The resource cut-off grade (RCOG) takes into account the following parameters: gold price, recovery, operating costs, and royalties. The RCOG by underground area is shown in Table 14.7.

Table 14.7 Plutonic Underground resource cut-off grade by area

Area RCOG (g/t) Plutonic East UG and Area 4 UG 2.74 Indian: Northwest Extension 2.82 Caspian: Northwest Extension 2.82 Baltic: Zone 19 2.45 Baltic Extended: Zone 19 2.45 Caribbean: Zone 61 3.26 Spur: Zone 124/Area 134 2.60 Cortez: Zone 124 2.60 Pacific: Zone 124 North 2.91 Timor: Zone 124 North 2.47

Composites The resource estimation process uses a standardized composite length of 1 m, which is reviewed statistically before proceeding. The relationship between length and gold grade by sample length is reviewed routinely. Top-cutting is undertaken during the compositing process in Vulcan™, with high-grade samples being cut prior to the composite grade being determined.

The top-cut is determined by reviewing the desurveyed raw sample file in Supervisor and Microsoft Excel. The proportion of metal and number of samples top-cut are considered and reviewed in detail. Top-cut analysis and top-cut values are recorded in the estimation log and report document and a summary shown in Table 14.8.

Unsampled intervals are assigned a grade of 0.005 g/t Au and missing intervals, being those submitted for analysis but lost in transit or during the assay process, are ignored during the compositing process in Vulcan™. Analysis by Optiro Pty Ltd (2015) indicated that top-cuts whether they are applied before or after compositing does not have a significant impact on the top-cut grade (for the 2014 Caribbean resource).

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Table 14.8 Plutonic Underground top-cuts

Top-cut % Metal lost by Coefficient of Coefficient of Face channel % Metal lost by Coefficient of Coefficient of Resource area Subdomain (g/t Au) top-cut variation uncapped variation capped top-cut top-cut variation uncapped variation capped Plutonic East 120 11.6 14.6 6.08 850 27.1 14.6 5.71 Area 4 80 12.2 14.8 7.4 80 – – – Indian 80 8.2 9.9 6.2 200 23 9.09 2.73 EEHR 320 6.25 11.06 6.99 900 8.7 9.94 6.69 OFFSET 250 13.94 17.83 7.5 1,000 13.3 14.29 8.65 Baltic WEHR 100 16 12 3.86 1,000 15 18.6 10 Deeps 80 11.9 8.35 3.29 – – – – Caribbean 60 4.3 3.9 2.7 60 3.4 2.7 2.3 Spur 2,000 6.23 24.7 12.3 2,000 27.1 14.25 6.09 A134 Harp West 100 6.77 7.64 5.11 200 7.61 4.91 3.27 Harp East 80 7.34 9.81 6.58 170 8.2 5.33 3.06 Cortez 100 2.7 4.66 4 500 8.5 7.2 3.9

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Variography No models at Plutonic Gold Mine were completed using ordinary kriging (OK) or variography. This is because the known geological conditions do not match the search distances derived from the variograms. The search distances derived from the variograms were considered to be too long due to the inherent problems illustrated in Figure 14.6. Inverse distance to the power of three is utilized with the unfolded orientations or an overall domain orientation for zones without unfold surfaces.

Figure 14.6 Diagrammatic example of incorrect continuity analysis

Instead of variography, lode continuity analysis was undertaken to determine the indicated and inferred search distances. This was completed by measuring the actual length of each mapped lode using hard-copy plans and sections, and Vulcan™ digitized lode wireframes within each resource zone.

The indicated search distance corresponds to half the length of the cumulative value at the eightieth percentile on a probability plot. The inferred search distances are double the indicated search distance.

Resource classification For current models (excluding Timor, Pacific, and Caspian), grade estimation is completed using three search sizes and three runs. The grade interpolated during the first search was previously classified as Measured, but reclassified by AMC as Indicated Mineral Resource due to the overall spatial uncertainty in the short-range geological structures. Blocks interpolated during the second search are classified as Indicated and blocks interpolated during the third search are classified as Inferred.

14.3.8.1 High-confidence search parameters In an attempt to restrict the influence of the high-grade face data values in the high-confidence search estimation run, the following search parameters are used:  Horizontal search: This is restricted to 4 m to allow at least two face samples to influence the grade estimation of a block. Previously, the horizontal searches were up to 10 m wide; therefore, many blocks outside the lode configuration were incorrectly estimated.  Dip search: For each particular subdomain within the resource area, the average centre line to centre line between ore development drives was estimated. Half of this average distance is then selected as

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the lode dip search length. Due to the fact that the lode interpretation is based on a single unfold surface, it was accepted that it is very difficult to ensure the unfold surface informs blocks accurately spatially between every ore drive. Also, it is accepted that by using an average drive spacing distance, minor gaps and overlaps will occur in some parts of the model (see Figure 14.7). By selecting half the determined distance, it is accepted that some spatial inaccuracy will occur, but this is traded off against a good estimation of the tonnes and contained metal. The inaccuracy is corrected at the grade control resource model stage where actual individual lode wireframes are constructed. The objective of the dip search is shown in Figure 14.7.

Figure 14.7 Measured dip search

 Across strike search: This is set to 0.001–0.5 m to match the data composite length and to restrict the tonnage estimate within the lode wireframes.

14.3.8.2 Indicated search parameters The indicated search distance is determined by measuring the length of the individual lodes. This is completed using both hard-copy plans of back mapping, or mapping completed digitally using visualization software. This is done for the main orebody sections. The cumulative value at the eightieth percentile was determined and half this length was used as the Indicated search length for the major and semi-major axes. The minor axis, or Z-search, retained the 0.001–0.5 m search in the across strike direction.

14.3.8.3 Inferred search parameters The Inferred search was set at double the Indicated search with 0.001–0.5 m search in the Z-direction; except Baltic Deeps and A4 resource areas, where the original Z-search was retained.

Comparison with 2015 Mineral Resource A comparison between the 30 June 2015 Mineral Resource and the 30 September 2016 Mineral Resource is shown in Table 14.9. The comparison indicates that approximately 94,000 oz Au was depleted from the 2015 resource. This is against a reported production of 71,000 oz Au. The key difference is the loss of approximately

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23,000 oz Au in the Baltic Extended area where a revised Mineral Resource estimate was completed during the year following a drilling programme. No mining of the Baltic extended area has been completed to date.

Table 14.9 Plutonic Gold Mine 30 June 2015 Mineral Resource comparison to 30 September 2016 Mineral Resource

Measured and Indicated Inferred 2015 2016 Difference % 2015 2016 Difference %

Ounces Ounces Ounces Ounces Ounces Ounces (koz) (koz) (koz) (koz) (koz) (koz) Plutonic East UG and Area 4 UG 25 20 –5 155 147 –8 Indian: Northwest Extension 102 91 –11 98 97 –1 Caspian: Northwest Extension 51 51 – 20 18 –2 Baltic: Zone 19 70 76 +6 110 115 +6 Baltic Extended: Zone 19 25 52 +27 108 58 –50 Caribbean: Zone 61 79 66 –14 57 44 –12 Spur: Zone 124/Area 134 141 127 –14 142 151 +9 Cortez: Zone 124 32 31 –1 45 46 +1 Pacific: Zone 124 North 36 30 –6 44 38 –5 Timor: Zone 124 North 86 77 –9 38 33 –4 Plutonic Underground total 647 621 –27 816 748 –67 Source: Northern Star spreadsheet18. Note: rounding is minimized to allow estimation of small differences, but is not necessarily an indication of accuracy.

Reconciliation between grade control and Mineral Resource estimates Reconciliation between grade control and Mineral Resource has not been estimated due to the fundamental differences likely in nearly all circumstances between the Mineral Resource model and the as-mined model. The Mineral Resource model utilizes a global approach to estimate global metal distributions and is then optimized for the likelihood of potential economics. The mining model takes all the detailed drilling and face sampling data to further define and refine the initial model with significant spatial differences commonly found due to the short-range but high-grade gold features.

The impact of this is that large percentages of the material actually mined is outside of the Mineral Resource defined ore material. AMC notes that this practice implies that the local spatial confidence in the Mineral Resource is low, but history shows that the global estimates approach reality due to the presence of unrecognized mineralization between Mineral Resource data points. AMC comments that the underlying lack of spatial confidence is the primary reason for the reclassification of material previously defined as Measured to Indicated.

Optiro Pty Ltd (2015) notes that reconciliation is further complicated by mixed feed sources for the mill, with little or no head feed sampling to understand the proportional metal distribution from the different ore sources.

Hermes Mineral Resources Summary The Hermes Mineral Resource estimate was completed by Northern Star in June 2016. AMC has validated the resource methodology and results and confirms the following data are valid and reasonable for a Mineral Resource as shown in Table 14.10. The estimate is reported at a 1.0 g/t cut-off within optimized pit shells using US$1,110 per oz gold.

The currently defined resource has shown that the Hermes resource is comprised of five main groups of defined ore zones, each made up of a number of individual ore lodes (Figure 14.8). The five primary mineralized zones defined to date are:  Trapper ore zone (Trapper 1, 2, and 3)

18 Northern Star Resources Limited, and , resource summary spreadsheet.

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 Hawkeye ore zone  Klinger ore zone  Winchester ore zone  Blake ore zone

A total of 88 domains are defined for the Hermes Mineral Resources.

Table 14.10 Summary of Hermes Mineral Resources 30 September 2016 (1.0 g/t cut-off)

Indicated Inferred Category Tonnes Gold grade Contained gold Tonnes Gold grade Contained gold (000’s) (Au g/t) (koz) (000’s) (Au g/t) (koz) Hermes 3,700 2.2 260 610 2.5 49

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Figure 14.8 Hermes resource domain locations

North

200 m

Resource database Billabong acquired (from Northern Star) and maintains the Hermes historical data in Microsoft Access®. All historical data will be imported into acQuire at a later date.

Drilling in 2015 and 2016 had sampling and logging data entered directly into a logging package in acQuire. Constrained look-up lists, depth, and some interval validation are inbuilt and ensure that the data collected is correct at source. Wherever possible, raw data was loaded directly to the database.

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Text files of collars, survey, lithology, and assays were exported from acQuire and imported into Vulcan™. Collars are in MGA and as such all work was completed in MGA. The database extract contains RC and diamond drilling data only.

The database extract of the combined ALY and Troy drilling was imported to the 2016 Northern Star drilling database. Extra fields added to the ALY and Troy data were made so that logging codes were aligned with Northern Star Plutonic Gold Mine codes. The ALY database had all collars snapped to a digital terrain model (DTM) surface provided by Arvista Survey. The new elevations were then validated against the Northern Star drill collars that have been picked up by professional contract surveyors (Heyhoe Surveys).

The project has been drilled by a total of 879 RC and diamond drillholes.

Geological models Three-dimensional wireframe models of the mineralization were developed for all the zones based on the geology and gold grades. The position of the mineralization within the sediment host is the main geological factor used for the interpretation. All holes were used in both the construction of the wireframe but some holes were excluded in the estimation of the Hermes resources where holes were missing assay data. Each ore wireframe is supported by at least two drillholes.

Sectional interpretations were digitized in Vulcan™ software, and these interpretations were then triangulated using the inbuilt Vulcan™ triangulation algorithm to build three-dimensional solids. The solids were validated in Vulcan™ and no errors were found. The wireframes were snapped to the drillhole to ensure ore and waste grade are not smeared.

The zones of mineralization interpreted for each area are continuous, however, due to the nature of the mineralization, there are portions of the wireframes that have grades <1.0 g/t Au, yet are still within the mineralized trend.

Density data Density data from multiple sections in the resource definition holes (NHXDD000001-003) were tested to validate previous density measurements from previous resource estimates (Coxhell, 2012). Measurements were taken using the Archimedes method and related back to dominant rock code. In the oxide and transitional zone, a paraffin wax coat was used. Table 14.11 delineates the ALY bulk densities as well as the Northern Star bulk densities used with a comparison of those measured as part of the geotechnical investigations (Golder, 2015).

The measured bulk densities are those applied to this resource estimate.

Table 14.11 Bulk density value used in the Hermes resource

Rock type/zone Alchemy Golder Current measured and applied Laterite – – 2.0 Saprolite/oxide 1.80 1.93 1.8 Saprock/transitional 2.10 1.97 2.1 Fresh psammite 2.70 2.68 2.75 Fresh amphibolite 2.70 2.99 2.9

Cut-off grades Cut-off grades were reviewed as a part of this estimate using Supervisor V8.4 software with each domain analyzed using multiple techniques. The resultant statistical plots for each domain were examined to determine the optimal top-cut. The orientation and top-cuts used for each domain are in Table 14.12.

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Table 14.12 Domain orientation and top-cuts used in the Hermes resource

Domain Strike Dip Top-cut (g/t Au) Trapper 1 25° 50° 30 Trapper 2 40° 55° 30 Trapper 3 45° 60° 10 Hawkeye 50° 75° 20 Klinger 40° 40° 30 Winchester 50° 75° 10 Winchester laterite 0° 0° 2.5 Blake 45° 80° 10 Waste 0° 0° 0.8

Composites Gold assay data were composited at 1 m downhole intervals honoring the interpreted geological solids. A 1 m composite length was selected as a majority of the assays are in the 1 m range for length. Domains were snapped to drilling, with residual composites distributed so as to eliminate small composites. Selection files were also used to exclude some holes that were missing assay data. The coded composite values were then compiled into the “al3_1606_hermes_resource_mga.dgd.isis” file during the compositing process, a Vulcan™ format, isolated database of spatially distributed assay values referenced during the estimation process.

Variography A full geostatistical analysis was conducted to ascertain the range and direction of major continuity. The ore zones were combined into eight domains for this part of the analysis due to their similar characteristics in term of orientation and close proximity. The resulting continuity plots and variograms were examined for logic and used in the resource estimation block model creation phase. An example of the continuity plots from the Trapper 1 domain are shown in Figure 14.9. Variography parameters for each domain are shown in Table 14.13 with individual lodes with differing parameters shown in Table 14.14.

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Figure 14.9 Continuity plots for Trapper 1 domain

Source: Northern Star Resources Limited, 2015.

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Table 14.13 Ellipsoid parameters used in the Hermes resource block model

Pass 1 search radius Pass 2 search radius Domain Bearing Plunge Dip Nugget Sill 1 Sill 2 Semi- Semi- Major Minor Major Minor major major Trapper 1 15.2 –11.4 49 0.58 0.33 0.09 30 20 20 60 40 40 Trapper 2 0.7 –42.1 39.3 0.47 0.17 0.35 60 50 10 90 60 20 Trapper 3 358 –51.7 36.2 0.5 0.34 0.14 50 30 10 60 50 20 Hawkeye 320 75 0 0.5 0.34 0.14 50 40 20 80 70 30 Klinger 226.9 –34.4 –77.9 0.5 0.3 0.2 60 40 20 80 60 30 Winchester 50 0 75 0.5 0.24 0.26 50 40 10 70 60 20 Winchester laterite 40 0 0 0.4 0.32 0.31 40 40 10 80 80 20 Blake 45 0 80 0.6 0.16 0.27 60 50 20 80 70 30

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Table 14.14 Parameters for individual lode exceptions

Pass 1 search radius Pass 2 search radius Domain Lodes Bearing Plunge Dip Nugget Sill 1 Sill 2 Semi- Semi- Comments Major Minor Major Minor major major Trapper 1 4 15.2 –11.4 49 0.58 0.33 0.09 40 30 20 70 50 40 Trapper 1 5 15.2 –11.4 49 0.58 0.33 0.09 30 20 20 65 45 40 Trapper 1 18 15.2 –11.4 49 0.58 0.33 0.09 30 20 20 60 40 40 High-grade yield second pass 30 g/t 20 × 20 × 20 Trapper 3 16 358 –51.7 36.2 0.5 0.34 0.14 50 30 10 70 60 30 Hawkeye 21 320 75 0 0.5 0.34 0.14 60 50 20 90 80 30 High-grade yield second pass 30 g/t 20 × 20 × 20 Hawkeye 25 320 75 0 0.5 0.34 0.14 50 40 20 80 80 20 Hawkeye 27, 42 320 75 0 0.5 0.34 0.14 50 40 20 80 70 30 Minimum sample restriction = 2 Hawkeye 28 320 75 0 0.5 0.34 0.14 80 80 20 100 100 40 Klinger 76, 78, 82 226.9 –34.4 –77.9 0.5 0.3 0.2 60 40 20 80 60 40 HG yield second pass 30g/t 20x20x20 Klinger 84, 87, 88 226.9 –34.4 –77.9 0.5 0.3 0.2 60 40 20 80 60 30 Minimum sample restriction = 2 Winchester 46 50 0 75 0.5 0.24 0.26 50 40 10 80 70 30 Winchester 49 50 0 75 0.5 0.24 0.26 50 40 10 80 70 20 Winchester 50,52, 54–57 50 0 75 0.5 0.24 0.26 50 40 10 70 60 20 Minimum sample restriction = 2 Blake 59, 61 80 0 80 0.6 0.16 0.27 60 50 20 80 70 30 Blake 62–65, 68–75 45 0 80 0.6 0.16 0.27 60 50 20 80 70 30 Minimum sample restriction = 2

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Block model estimation method The estimation is completed using a three-pass method where the first-pass estimation cannot be overwritten by the proceeding passes. Search ellipse orientation is selected to mimic orebody morphology and is reconciled by visual validation prior to use.

All passes used OK as the estimation method. The following major steps were undertaken during the modelling and estimation:  1 m (merge 0.5 m) composites created within mineralized and barren intrusive triangulation wireframes.  Univariate statistics and variography was completed using Supervisor.  Volume model created within mineralized wireframes.  Additional variables added to block model.  Blocks coded with domain codes and lithology using triangulations.  Density of blocks assigned.  Nearest neighbour estimate completed; blocks and seam composites matched within lodes.  Cut and uncut inverse distance squared (ID2) estimates were completed for all domains. Search ellipses were used, block and seam composites were matched within lodes, a second estimation pass with a relaxed octant restriction was required in order to estimate all blocks.  Cut and uncut OK estimates were completed for all domains. The search ellipses outlined in Table 14.13 were used, blocks and seam composites were matched within lodes, a second estimation pass with greater ranges required for block estimation was required in order to estimate all blocks. Exceptions to these search parameters are summarized in Table 14.14.  Sample number restrictions included a minimum 10 samples and a maximum 40 samples for the estimation.  All search ellipses were given a very wide minor search distance, however, as samples were only selected from within the lode, this distance is largely meaningless.  Model validation undertaken.  Model stripped of estimation-related fields and renamed for release (herm1606res.bmf).

As a comparison, an inverse distance (power to one, two, and three) and nearest neighbour estimates were also conducted as a comparison. These methods showed comparable tonnes and grades.

The waste halos around the Trapper, Hawkeye, and Trapper West ore zone were also estimated with a heavy top cut (0.8 g/t).

Resource classification Resource classification is based on the degree of confidence regarding estimated grades, mineralization continuity, physical properties, data density, etc. Several factors are considered in the definition of a resource classification, including CIM guidance requirements and guidelines, spatial continuity between drillholes, and number of passes taken to fill a modelled block. The primary tabulation of the resource by confidence classification is included in Table 14.10. To further clarify the nature of the material, a tabulation of the material by oxidation state is shown in Table 14.15.

Table 14.15 Hermes Mineral Resource estimate by oxidation state, effective 30 June 2016 (1.0 g/t Au cut-off)

Indicated Inferred Cut-off 1.0g/t Au Tonnes Gold grade Contained gold Tonnes Gold grade Contained gold (000’s) (Au g/t) (koz) (000’s) (Au g/t) (koz) Oxide 120 1.9 8 12 2.4 1 Transitional 460 2.3 35 55 2.2 4 Fresh 3,100 2.2 220 550 2.5 44 Total 3,700 2.2 260 610 2.5 49

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Validations All the Hermes gold grade models were validated by four methods:  Block model volume comparison  Composite drill data versus block model  Visual comparison  Comparing composite grades and block grade in a north/south orientation (swath plots).

The visual validation (example in Figure 14.10) and swath plot example (Figure 14.11), along with the other tests show that the estimation methodology appears to have faithfully represented the data with some smoothing but with no fatal flaws.

Figure 14.10 Oblique section (to MGA) through Trapper ore zones, for visual validation between block model and database

50 m

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Figure 14.11 Swath plots through Hermes Trapper (Domain 1) block model (easting, northing, and RL)

Stockpiles A total of approximately 2,000 t of underground material at a face sample estimated grade of 2.3 g/t Au was stockpiled on the run-of-mine (ROM) pad at 30 September 2016 and is included as Measured Resource in the Mineral Resource in 2016.

A previously unreported mineralized waste stockpile (Pad 3 mineralized waste) is reported as Indicated Resource in the Mineral Resource in 2016. This material is underground development material that did not previously meet cut-off grade limits and was dumped in-pit at the Pad 3 mineralized waste dump. The decision to dump to mineralized waste was based on face sample grades at the time, however, no detailed records of as dumped grade is available to AMC. The decision to include the mineralized waste material in the 2016 is based on campaign processing of the material that supports an estimated average grade of 0.6 g/t Au. In April 2016, 20,000 t of material was fed over five days resulting in an average head grade of 0.54 g/t Au with a recovery of 84%. In June 2016, a further 13,000 t of mineralized waste was batched and resulted in an average head grade of 0.67 g/t Au with a recovery of 84.5%. End of June 2016 survey volumes were depleted for material milled to 30 September 2016. AMC considers that the mineralized waste stockpile has sufficient evidence of grade and volume to support inclusion in the Mineral Resource tabulation as an Indicated Resource.

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15 Mineral Reserve estimates The Mineral Reserve estimate for the Property as at 30 September 2016 is shown in Table 15.1. The estimate is based upon the Mineral Reserve estimate prepared for 30 June 2016 by Northern Star, and then AMC depleted for the Mineral Reserve mined between 30 June 2016 and 30 September 2016 (by identifying the stopes and development mined that were included in the 30 June 2016 Mineral Reserve estimate). The estimate includes modifications to account for unmineable material, dilution, and Inferred Mineral Resource metal within the mining shapes.

Table 15.1 Summary of Mineral Reserves 30 September 2016

Total Proven Probable Area Tonnes Grade Ounces Tonnes Grade Ounces Tonnes Grade Ounces kt g/t koz kt g/t koz kt g/t koz Hermes 1,570 2.0 101 – – – 1,570 2.0 101 Plutonic Gold Mine 550 4.6 82 – – – 550 4.6 82 Stockpiles 330 0.6 6 2 2.3 0.1 330 0.6 6 Total 2,450 2.4 189 2 2.3 0.1 2,450 2.4 189 Notes: 1. Mineral Reserves for Hermes are estimated at a cut-off grade of 0.63 g/t Au. 2. Mineral Reserves for Plutonic Gold Mine are estimated at a cut-off grade of 2 g/t Au. 3. Mineral Reserve economics are estimated using an average long-term gold price of US$1,250 per oz Au in 2017, and US$1,300 oz Au post-2017 for the Plutonic Gold Mine. Hermes optimization was conducted using metal prices of US$1,110 per oz Au. The pit shell used as the basis for final design metal prices of US$943.50 per oz Au. 4. Bulk density estimated as 2.9 t/m3. 5. All figures are rounded and use significant figures. Subtotals, totals, and weighted averages are calculated from quantities before rounding and significant figures.

AMC’s opinion It is considered that the Mineral Reserve estimates are based on processes considered reasonable for the style of mineralization and the mining methods employed. There is substantial history and knowledge of the deposit and mining methods that provides confidence in the ability to convert the Mineral Reserves into production.

For NI 43-101, Mineral Reserve estimates must be supported by a study at feasibility or pre-feasibility level that includes an economically viable mine plan based only on Mineral Reserves. Assuming only the Mineral Reserves are included in the economic evaluation, a positive cash flow from Plutonic Gold Operations is sensitive to the assumptions: minor negative movements away from the assumed gold prices, exchange rates, or costs might make production from the Mineral Reserves uneconomic.

The following information and studies support the economically viable mine plan based only on Mineral Reserves:  Hermes Open Pit. By a pre-feasibility level study.  Plutonic Underground new mining area Baltic Extension. By a pre-feasibility level study.  Plutonic Underground. Plutonic Underground has been in continuous operation since 1995. The well-established long-term and short-term planning and design systems form the basis of the Mineral Reserves and the LOM plan for Plutonic Underground. Data used in the LOM plan is based on recent actual performance and actual costs. As an operating mine, Plutonic Underground is supported by information that exceeds the accuracy expected from a feasibility study.

Plutonic Underground The Mineral Reserves at Plutonic Gold Mine are generally multiple lode systems with variable dip from horizontal to vertical hosted by mafic amphibolite rocks (referred to as mafic at the mine). Thin sedimentary layers including graphitic shales and chert bands are present within the mafic unit. The orebodies have complex shapes and mineral distribution, and there are mine-wide structural features.

The planned stope and development shapes are used to determine the quantity of Mineral Reserves. Stope shapes are evaluated for mineability against a variety of criteria, including a preliminary check on the stope

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economics. Stopes that do not represent a reasonable return or are impractical for mining are removed from the Mineral Reserves during compilation of the Reserve statement. During 2016, a thorough process of reviewing all stopes was conducted. This resulted in a significant number of stopes being removed from the Mineral Reserves for a variety of reasons (e.g. economic, mineability, geotechnical, and geological confidence).

Table 15.2 shows the Mineral Reserves.

The Mineral Reserve estimate process was completed up to 30 June 2016 by the corporate technical services group of the previous owner of the operations, depleted for the Mineral Reserve material mined between 30 June 2016 and 30 September 2016 by AMC, and checked by the Qualified Person. The new owner will need to develop or contract this capability.

All Plutonic Underground Mineral Reserve is classified as Probable because the Mineral Resource category is all Indicated.

Table 15.2 Plutonic Underground Mineral Reserves 30 September 2016

Total Proven Probable Areas Zones Tonnes Grade Ounces Tonnes Grade Ounces Tonnes Grade Ounces kt g/t koz kt g/t koz kt g/t koz Indian: Northwest Extension 33 5.9 6.3 – – – 33 5.9 6.3 Caribbean: Zone 61 110 4.6 16 – – – 110 4.6 16 Pacific: Zone 124 North – – – – – – – – – Plutonic East: Area 4 – – – – – – – – – Established Spur: Zone 124/Area 134 30 5.6 5.3 – – – 30 5.6 5.3 Areas Caspian: Northwest Extension 32 5.4 5.6 – – – 32 5.4 5.6 North: Zone 124 North 5 3.4 0.6 – – – 5 3.4 0.6 Baltic: Zone 19 3 4.3 0.5 – – – 3 4.3 0.5 Cortez: Zone 124 3 8.2 0.7 – – – 3 8.2 0.7 New Areas Baltic Extension: Zone 19 340 4.3 47 – – – 340 4.3 47 Total 550 4.6 82 – – – 550 4.6 82

Mineral Reserve estimation process, cut-off grades, factors, mining recovery, and dilution The geology and mineralization in Plutonic Underground is complex and requires the constant gathering and reinterpretation of information. Due to these complexities and the constantly expanding knowledge base, the planning processes for converting Mineral Resources to Mineral Reserves is also complex. The planning process is applied to all material regardless of resource category, and the result is referred to internally as the potential mining inventory. A summary of this planning process is:  The Mineral Resource is estimated in 11 separate models for the Plutonic Underground. This forms the basis of the Mineral Resource estimate. Approximately 20% of the Mineral Reserves comes directly from the resource model inputs.  Part of the Mineral Reserve estimate in localized areas is generated from additional data. This is called the preliminary block model (PBM): it is a subset of the resource model that is then reinterpreted. The PBM draws on information from the resource model and additional drilling, development, and reinterpretation. Approximately 60% of the Mineral Reserves comes from the PBM.  Part of the Mineral Reserve estimate is generated using detailed grade control drilling and face sample data into another model that is created for a local area. This is called the measured resource model (MRM): it is a subset of both the resource model and PBM that is then reinterpreted. The MRM draws on all information available. Approximately 20% of the Mineral Reserves comes from the MRM.

The fundamental sequence of geological interpretation and mine design of the Plutonic Gold Mine resource follows the process model shown in Figure 15.1.

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Figure 15.1 Mineral Resource and Mineral Reserve planning systems

Different cut-off grades are used for different mining areas at Plutonic Gold Mine (mining areas are Established Areas and New Areas as shown in Table 15.2):  In Established Areas (Table 15.2), all stopes are designed using a 2.0 g/t cut-off. — Stopes are manually designed.

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— For long-hole stopes, dilution is added to the stope designs at 15% with a mining recovery of 91%. — A small proportion of the mining inventory is from airleg stopes (approximately 1% of the tonnes in Mineral Reserves). This material is diluted at 5% of the design with a mining recovery of 95%.  New Areas. Baltic Extension is currently the only new area at Plutonic Underground. The Baltic Extension has been designed using cut-offs in the following manner: — Generate different designs of the new area at different cut-offs using automated stope design software. The automated stope designs are inclusive of applying a minimum mining width (1.5 m), and designed dilution (fall-off on walls of stope). For Baltic Extension, the designed dilution is approximately 1.5 m of fall-off (total of hangingwall and footwall true width). The average stope width is approximately 6.7 m (including designed dilution), and therefore the average designed dilution is approximately 18%. — The different stope designs are examined for potential ore continuity and to determine the development extents. After examining the different designs for Baltic Extension, the 2.5 g/t cut-off stope design was selected. — After selecting the design, all stopes within the development extent and above a 2.0 g/t cut-off (after applying undesigned dilution) are included in the potential mining inventory. — The automated stope designs are manually adjusted to better reflect the practicalities of mining, including removal of isolated stopes and filling in holes in the automated stope shapes. — The new area is economically assessed on a stand-alone basis to see if it adds value. The economic assessment is exclusive of fixed costs.

The 2.0 g/t stope cut-off used in both the Established Areas and New Areas was calculated based on:  A metallurgical recovery of 78.0% (average actuals for period from July 2015 to May 2016 was 77.9%).  Variable operating cost estimates based on actual costs from the accounts system for the period from July 2015 to May 2016. The variable operating costs include a portion of the administration costs, a portion of the milling costs, all stoping costs, all backfilling costs and the equipment financing costs for trucks and loaders.  The following are excluded from the calculations to determine the 2.0 g/t stope cut-off grade: operating development costs, capital development costs, diamond drilling costs.  A gold price of A$1,500 (US$1,110) per oz.  A royalty of 2.5%.

Material that must be mined as part of the development designs and is above 1.5 g/t cut-off is included in the Mineral Reserve.

For both the Established Areas and the new area, the potential mining inventory is filtered to create the Mineral Reserve on the following basis:  Ore development tonnes and grade is evaluated. The stope tonnes and grade are then evaluated exclusive of development. The stope and ore development are then added together to create a single ore source.  A basic economic analysis is carried out on each ore source to ensure that the ore source is economic to mine.  Within each ore source, calculate the proportion of contained gold in Measured, Indicated, and Inferred resources.  The ore source might contain unclassified material as dilution (tonnes at zero grade). These unclassified tonnes (at zero grade) are apportioned to the Measured, Indicated, and Inferred resources based on the proportion of contained metal.  Stopes are excluded if they include more than 30% of the contained metal as Inferred Mineral Resource category material.  For the remaining stopes, all Inferred Mineral Resources (tonnes and grade) are excluded. The apportioned unclassified material (at zero grade) is waste dilution and left in the Mineral Reserve estimate.

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 All remaining Measured Resources (and the apportioned unclassified waste dilution) is converted to Proven Mineral Reserves. All remaining Indicated Mineral Resources (and the apportioned unclassified waste dilution) is converted to Probable Mineral Reserves.

Reconciliation The reconciliation of Mineral Reserves to the mine production typically provides a measure of the accuracy of the previous estimates. At Plutonic Gold Mine, the complex nature of the zones, the small zones, and the modification of ore zones as additional geological information is obtained results in a significant proportion of the annual production being from areas beyond the Mineral Reserve estimate. In many cases, the ore is defined and mined before it is ever included in the Mineral Reserve estimate.

Plutonic Underground maintained reconciliations between the declared ore mine and the grade control model up to June 2015. A reconciliation to the ore reserve model was completed for the period from October 2012 to September 2013. On an overall basis, the reconciliation to the ore reserve model was poor, and this poor reconciliation is attributed to the complex nature of the zones and the additional information gathered and incorporated between the Mineral Reserve estimate and the final grade control estimate. In 2011, only 28% of the tonnage and 36% of the contained gold came from the mining of Mineral Reserves; the remainder of the production was from outside of the Mineral Reserves including additions to the plans as well as development tonnage.

Open-pit Mineral Reserves Open-pit description Hermes is a greenfields, open-pit mining project, located approximately 60 km south-west of the Plutonic Gold Mine. There has been no Mineral Reserve reported previously for Hermes. The location of the Hermes project is shown in Figure 4.4.

Open-pit geotechnical design The geotechnical design was based on geotechnical field and laboratory testwork, including logging and drilling from nine geotechnical diamond drillholes, conducted by Dempers & Seymour Pty Ltd (D&S). Testwork included triaxial compression, measurements of uniaxial compressive strength (UCS), modulus of elasticity, and point load strength index. There were no holes drilled in Klinger pit and it was assumed to have the same geotechnical characteristics as Trapper pit.

The project area has been divided into geotechnical domains, based on the mining rock mass model (MRMM) and geotechnical analysis. Figure 15.2 presents the relevant geotechnical domain relative to the proposed pit outlines and Table 15.3 presents the recommended profile dimensions.

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Figure 15.2 Hermes Open Pit geotechnical domains

North

100 m

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Table 15.3 Recommended Hermes Open Pit slope configuration

Bench height Berm width Batter Inter-ramp Pit optimization Domain RL from RL to (m) (m) angle angle angle Trapper TE1 Surface 520 10 5 50 39 38.3 TE1 520 500 10 5 50 40 41.5 TE1 500 480 20 5 70 70 49.1 TE2 Surface 540 10 5 50 39 27 TE2 540 520 10 5 55 46 44.8 TE2 520 500 20 5 65 60 55.7 TE2 500 440 20 5 70 60 54.7 TE3 Surface 530 10 5 50 39 28.9 TE3 530 500 10 5 55 46 32.8 TE3 500 480 20 5 70 70 56.8 TW4 Surface 520 10 5 50 39 38.3 TW4 520 500 10 5 55 46 30.3 TW4 500 480 20 5 65 59 53.5 TW3 Surface 530 10 5 50 39 38.8 TW3 530 500 10 5 50 40 30.7 TW3 500 440 20 5 70 62 49.1 TW2 Surface 530 10 5 50 39 38.8 TW2 530 500 10 5 50 43 30.7 TW2 500 440 20 5 50 45 37.9 TW1 Surface 530 10 5 50 39 38.8 TW1 530 500 10 5 50 40 30.7 TW1 500 480 20 5 70 64 47.0 Hawkeye HW1 Surface 540 10 5 50 39 30.7 HW1 540 520 20 5 55 55 34.2 HW1 520 500 20 5 70 70 50.1 HE1 Surface 550 10 5 50 39 28.4 HE1 550 520 20 5 50 50 34.7 HE1 520 500 20 5 60 60 44.8 Klinger K1 West Surface 520 10 5 50 39 32.7 K1 West 520 500 20 5 65 65 46.5 K1 East Surface 520 10 5 50 39 30.7 K1 East 520 500 20 5 70 70 38.7

A significant structure, which has the potential to affect wall stability, was identified in two holes on the north-east wall of the proposed Trapper pit, affecting domains TW1 and TW2, particularly if groundwater is present. Structural analyses indicate low probabilities of batter failure in the walls of the Hermes pits. Analyses was carried out for all walls to determine adequate berm widths to catch failed material, which indicated that 5 m berm widths were adequate.

Open-pit optimization Final and staged pit limits for Hermes deposits were defined by Entech Pty Ltd using the Lerch-Grossman (LG) algorithm in Datamine’s NPV Scheduler software. This is an industry standard approach to determining open-pit limits, which identifies the highest-value pit from the geological model, pit slope parameters, operating costs, metallurgical recoveries, and metal prices. A series of pit shells is developed, by varying the gold price at various percentages above and below the reference price for a given set of costs, and evaluated at the reference price. Each shell represents the maximum undiscounted cash surplus for a set of economic parameters.

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LG optimization for the Hermes deposits was completed on the updated July 2016 resource model, which used a block size of 5 m × 5 m × 2.5 m and OK for grade estimation. Blocks were coded in the resource block model with an alteration code (as oxide, transition, or fresh) based on surfaces generated from drilling information. A resource classification code was used to identify Measured and Indicated Resource blocks, with Inferred or unclassified resource blocks assigned as waste. An average bulk density of 1.8 t per bank cubic metre (bcm) was assigned for oxide, 2.1 t/bcm for transition, 2.75 t/bcm for fresh psammite, and 2.9 t/ bcm for fresh amphibolite. Mining dilution was applied within the pit optimization software at 10%, with an ore mining recovery factor of 98%.

Unit costs were developed for mining ($/t rock), processing ($/t ore), and general and administration (annual fixed cost converted to $/t ore). Pit slopes were defined using the geotechnical design with allowances for the inclusion of ramps. Slopes were flattened further to allow for mining width and ramp access with a view to devising practical pit shells. Metallurgical recovery of 95% was applied for all alteration codes. There were no processing or annual mining limits applied in the optimization.

Mining unit costs were derived from equipment hours estimated from equipment productivities and machine operating costs. Load-and-haul costs increased incrementally with depth below surface. Ore mining costs were estimated at US$2.89/bcm at surface, increasing to US$10.82/bcm at a depth of 145 m. Waste mining costs were approximately US$0.04/bcm lower due to a shorter haul distance. Average mine operating unit costs were estimated at US$3.03/t, which included load-and-haul, drill-and-blast, dewatering, dayworks, grade control, mining overheads, fuel, accommodation, and fly-in-fly-out costs.

Processing unit costs and general and administration unit costs were a constant value per tonne of ore derived from operations costs at the Plutonic Gold Mine. A total processing cost of US$18.50/t, including general and administration, was estimated from treatment costs of US$12.58/t at Plutonic Gold Mine and road haulage costs between Hermes and Plutonic Gold Mine of US$5.92/t. Treatment costs assume that all fixed costs would be covered by the underground operation, with treatment of open-pit ore assumed as an incremental cost. The costs have been estimated assuming the mill is operating at current capacity.

A gold price of US$1,110/oz was used with a discount rate of 5% used for discounted cash flow analysis for the pre-feasibility level study. A Western Australian Government royalty of 2.5% was applied to gold production. A third party holds a royalty for 0.5% of gold metal produced by Billabong from specified Hermes tenements for production up to 100,000 oz Au and a 0.25% gold metal royalty over 100,000 oz Au, which is payable for the duration of any productive mining (being the period during which Billabong is required to pay the state royalty). It is a profit-based royalty, and was excluded from the pit optimization process. Refining costs were included in treatment costs.

An incremental cut-off grade, where the revenue generated equals the variable ore-related costs to haul, stockpile, rehandle, and mill (including all necessary royalties and refining fees) was used to define ore and waste. All fixed costs are assumed to be covered by the underground operation, with open-pit mining covering only the incremental cost of utilizing excess mill capacity.

The operating costs and parameters used to derive the cut-off grade for open-pit Mineral Reserve reporting is presented in Table 15.4. When underground ore is exhausted, the open pit cut-off grade will need to increase to account for the full cost of processing.

Table 15.4 Hermes Open Pit optimization input parameters

Cut-off grade assumptions Units Inputs Gold price US$/oz 1,110 Western Australian Government royalty % 2.5 Treatment cost US$/t 12.58 Haulage cost US$/t 5.92 Metallurgical recovery % 95 Mining costs ore US$/bcm 2.89–10.82 Mining costs: waste US$/bcm 2.85–10.79 Waste dilution % 10 Mining recovery % 98 Cut-off grade g/t 0.63

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The results of the pit optimization are shown in Figure 15.3, which shows the ore and waste contained in each optimization shell and the discounted cash surplus estimated for that shell.

Figure 15.3 Hermes Open Pit optimization cumulative results

The optimum pit shell (100% reference price) produces the maximum undiscounted cash flow. Except for very short life operations, this is larger than the pit shell that generates the maximum discounted cash flow, which for Hermes, is pit shell 78. Pit shell 78 contains around 2 Mt of mill feed at 2.1 g/t for 108 koz of contained in situ gold metal. Approximately 18 Mt of waste rock is contained within the pit with an ore/waste stripping ratio of 9.1.

As shown in Figure 15.3, as the gold price factor approaches 100%, there is a marginal incremental increase in net present value (NPV), with a substantial increase in pit size. Northern Star considered that the marginally higher NPV did not justify the increase in total material movement, and as a result, pit shell 63, which correlates to an 85% price factor, was chosen to take through to design. Compared to pit shell 78, the NPV of pit shell 63 is 4% lower, but has 40% less rock tonnes and a lower strip ratio.

The pit optimization identified three distinct pit zones, named Trapper, Hawkeye, and Klinger. The largest pit, Trapper, is suitable to mine in a series of phases, while the size of the smaller pits, Hawkeye and Klinger, restricts mining to a single phase.

Figure 15.4 illustrates the pit shell selected and optimal shell from the Hermes pit optimization.

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Figure 15.4 Hermes Open Pit optimization shells

Shell 63

Shell 78

100 m North

Open-pit mine design Hawkeye and Klinger pits will be mined in a single phase and the larger Trapper pit broken into four phases to maximize the project's early return by mining the more profitable parts of the deposit earlier in the mine life and defer waste mining. The phased approach to mining Trapper improves early cash flow, but adds operational complexity to the operation. Operations will control blasting at interfaces to minimize ore loss and lose material over edges, which increases the cost of mining that material from deeper in the pit.

Each pit phase design is based on a shell identified in the pit optimization process that meets a 30 m minimum safe working width for the size and number of equipment required. The haul ramps are placed to reduce the overall strip ratio, while taking into account haulage cycle times and geotechnical considerations. The various phases of mining should provide continuity of access through development of the cutbacks. A factor of safety (FOS) of 1.2 was adopted for the Hermes pits in line with DMP Geotechnical Considerations in Open Pit Mines Guidelines for walls not carrying major infrastructure. The designs also minimized convex pit wall structures.

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Haul road widths are determined by the safe operating width of 90 t class haul trucks, with single-lane ramp width of 15 m and 23.5 m for double-lane ramps. Haul ramps in the top 20 m of Trapper pit were designed for double-lane ramps, with single-lane ramps used for all other areas. Passing bays were positioned at each berm intersection and at switchbacks where the ramp is single lane. All pit ramps are designed at 9% gradient.

The total pit length for the combined complex is 950 m, with a maximum depth of 110 m. The largest pit is Trapper pit, which contains 13 Mt of total material and is 290 m wide, 710 m long, and 110 m deep. Hawkeye pit contains 3.8 Mt of total material and Klinger pit 1.2 Mt.

The proposed pit designs for the project are illustrated in Figure 15.5 and the material quantities are summarized in Table 15.5.

Figure 15.5 Hermes Open Pit designs

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Table 15.5 Hermes pit design quantities

Waste tonnes Ore tonnes Mined grade Stripping ratio Contained metal Pit (Mt) (kt) (g/t) (waste:ore) (koz) Klinger 1.1 82 3.1 13.6 8 Hawkeye 3.4 382 1.9 8.8 24 Trapper 11.7 1,101 1.9 10.7 69 Total 16.2 1,565 2.0 10.4 101

The total size of the designed pits is 17.8 Mt, an increase of 3.2 Mt from the selected pit shell. The pit designs contain approximately the same ore tonnes at a slightly lower overall grade than the pit shells (1.6 Mt at 2.0 g/t Au compared to 1.6 Mt at 2.1 g/t Au) for an overall reduction of approximately 5 koz contained gold. The differences are largely to satisfy minimum mining width requirements at the base of each pit and are summarized in Table 15.6.

Table 15.6 Hermes comparison between pit optimization and design

Waste tonnes Ore tonnes Mined grade Stripping ratio Contained metal Pit (Mt) (Mt) (g/t) (waste:ore) (Koz) Optimization shell 78 (100%) 18 2.0 2.1 9.1 135 Optimization shell 63 (selected) 13 1.6 2.1 8.3 106 Design 16 1.6 2.0 11.8 101 Chosen shell versus design 3.2 0.01 –0.1 3.5 –5

Waste rock dump design Three surface waste rock dump (WRD) locations were designed for Hermes; one to the north, one to the west, and one to the south of the project area. Sterilization drilling was carried out in the proposed WRD locations for the northern and southern waste dumps, with additional drilling required for the western WRD to service the Klinger pit. The southern WRD design has additional capacity in lifts 3 and 4, if additional waste rock storage is required. At the completion of mining, the northern WRD is scheduled to be at full capacity and the western and southern WRDs will be at 60% capacity.

The waste rock volumes and design criteria for the three WRD landforms are provided in Table 15.7, with design diagrams shown in Figure 15.6 to Figure 15.8.

Table 15.7 WRD landform design specifications and capacities

Parameter Southern WRD Northern WRD Western WRD Swell factor (%) 30 30 30 Maximum WRD pit slope angle 15° 15° 15° Footprint (hectare) 48.6 16.5 17.0 Storage capacity (Mm3) (LCMA) 8.3 1.2 1.8 Maximum height (m) 40 18 31 A loose cubic metres.

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Figure 15.6 Hermes south WRD design

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Figure 15.7 Hermes north WRD design

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Figure 15.8 Hermes east WRD design

Open-pit Mineral Reserve The Hermes Open Pit Mineral Reserve at 30 September 2016 is shown in Table 15.8. Mining operations have not commenced at any of the Hermes deposits at the date of reporting. This is the first estimate of Mineral Reserves for Hermes.

Table 15.8 Hermes Mineral Reserve estimate at 30 September 2016

Tonnes Gold grade Contained gold Reserve category (Mt) (g/t) (koz) Proven – – – Proven (low-grade stockpile) – – – Probable 1.6 2.0 101 Total – – – Notes: 1. The Mineral Reserve estimate is reported on a 100% ownership basis. 2. Pit optimization was conducted using metal prices of US$1,110 per oz gold. The pit shell used as the basis for final design used metal prices of US$943.50 per oz gold. 3. An incremental gold cut-off grade of 0.63 g/t Au was used to define ore, which was calculated using variable costs only, with the fixed costs to be covered by underground mining operation. 4. The tonnes and grades are stated to a number of significant digits reflecting the confidence of the estimate. Since each number is rounded individually, the table might show apparent inconsistencies between the sum of rounded components and the corresponding rounded total.

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There is no Measured Mineral Resource within the Hermes pits and, hence, no Proven Mineral Reserve. The Probable Mineral Reserve was derived from the Indicated Mineral Resource. The Mineral Reserve provides a mine life of approximately two years at the average throughput rate of 1 million tonnes per annum (Mtpa) and a stripping ratio of 10.4:1 waste:ore.

Economic evaluation of the operation to determine that the cash flow from mining the Mineral Reserve was positive included capital costs of US$6.5 million, comprising US$2.29 million of mine development costs and US$4.22 million for supporting infrastructure (principally the haul road to Plutonic Gold Mine).

Plutonic stockpiles There are a number of stockpiles located in reasonably close proximity to the processing plant including:  Current stockpiles. Current stockpiles are arranged based on the activity and grade including stoping, development, oversize, low grade scats, low grade, crushed low grade, and mineralized waste (lower-grade material that is opportunistically processed).  Historical stockpiles or in-pit mineralized waste stockpile. There is a relatively large historical stockpile that was built from low-grade underground ore and open-pit ore mined in prior years. The mill has a substantially higher capacity than the current underground production rate, and the historical stockpile is opportunistically processed.

The stockpiles included in the Mineral Reserves at the 30 September 2016 are shown in Table 15.9.

Table 15.9 Plutonic stockpiles Mineral Reserves 30 September 2016

Total Proven Probable Stockpile Tonnes Grade Ounces Tonnes Grade Ounces Tonnes Grade Ounces kt g/t koz kt g/t koz kt g/t koz Current stockpiles 2 2.3 0.1 2 2.3 0.1 – – – Historical stockpiles 331 0.6 6.4 – – – 331 0.6 6.4 Total 333 0.6 7 2 2.3 0 331 0.6 6

Changes in the Mineral Reserve estimate over time Figure 15.9 compares the December 2015 Ore Reserve (as defined by the JORC Code19) to the October 2016 Mineral Reserve (NI 43-101). The figure shows both the tonnes and gold ounces in both Proven and Probable (and Proved for JORC Code). The major changes to the Mineral Reserve over the year include:  In the Plutonic Underground, mining production depleted a substantial proportion of the Mineral Reserves. Also, all stopes included in the Mineral Reserve were reviewed on a case-by-case basis and this led to a significant number of stopes being removed from the Mineral Reserve. The stopes removed from the Mineral Reserve have not been removed from the Mineral Resource, and site personnel are reviewing their viability for opportunistic production.  In the Plutonic Underground, a new mining area, the Baltic Extension, was converted into Probable Mineral Reserves, and approximately replaced the tonnes and ounces depleted throughout the year. There is a continued down-plunge extension of the Baltic Extension that is currently Inferred Mineral Resource. Further drilling and study is required before this down-plunge extension can be considered for conversion to Mineral Reserves.  The Hermes Open Pit was converted to Probable Mineral Reserves. This substantially increased the Mineral Reserves for the year.

19 Australasian Joint Ore Reserves Committee (JORC), Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (the JORC Code), 2012 edn, effective December 2012, 44 pp., available , viewed 26 December 2016.

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Figure 15.9 Changes between Ore Reserves December 2015 and Mineral Reserves September 2016

2,600 260

2,400 240

2,200 220

2,000 200

1,800 180

1,600 160

1,400 140

Proven Proven and Probable ('000 t) -

1,200 120 Proven and Probable ('000 oz) -

1,000 100

800 80

600 60

400 40 Mineral Reserve Mineral Reserve Tonnes

200 20 Mineral Resere Ounces

- - 2015 Dec Ore Reserve PUG - Mined or removed PUG - Baltic Extension PUG - Inferred excluded Hermes Open Pit 2016 Sept Mineral Reserve from reserves

Proven & Probable Inferred Gold Ounces

Figure 15.10 shows the Mineral Reserves and Mineral Resource over the last five years for both tonnes and gold ounces respectively. The figures show that:  The Mineral Reserve (tonnes and ounces) were depleted between 2011 and 2013 without being consistently replaced.  The increase in Mineral Reserves (tonnes and ounces) in 2016 is a result of the new Hermes Open Pit.  The increase in Inferred Mineral Resource tonnes starting in 2013 and their upgrading to Indicated Mineral Resource has gradually allowed an increase in Mineral Reserves.  A substantial decrease in Mineral Resources (tonnes and ounces) between December 2013 and June 2014 coincides with a previous transfer of ownership.  The Mineral Resource ounces have reduced steadily, despite increases in the tonnage and consistent with the decreasing grades as seen in the Mineral Reserve estimates.

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Figure 15.10 Mineral Resource and Mineral Reserve trends over last five years: tonnes and ounces

8,000

7,000

6,000

5,000

4,000

3,000

Reporting under JORC Code Includes minor amounts of inferred resource Reportable Tonnes ('000 tonnes) ('000 Tonnes Reportable 2,000

1,000

- Dec-10 Dec-11 Dec-12 Dec-13 Dec-14 Dec-15 Dec-16 Date

Mineral Reserves- Proven & Probable Mineral Resource - Measured & Indicated (incl of reserves) Mineral Resource - Inferred

1,400

1,200

1,000

800

600

400 Reporting under JORC Code

Includes minor amounts of inferred resource Reportable Ounces ('000 ounces) ('000 Ounces Reportable

200

- Dec-10 Dec-11 Dec-12 Dec-13 Dec-14 Dec-15 Dec-16 Date

Mineral Reserves- Proven & Probable Mineral Resource - Measured & Indicated (incl of reserves) Mineral Resource - Inferred

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16 Mining methods Mill feed during 2016 was from mining operations at either the Plutonic stockpiles or from Plutonic Underground (underground mining methods). The LOM plan anticipates continued ore feed from these mining operations, and additional ore feed commencing calendar year 2017 from a new mining operation at Hermes Open Pit and the Baltic Extension in the Plutonic Underground. Figure 16.1 shows the relationship between the mill, mining operations, and mining zones feeding the mill: items shown in brown are the new mining areas.

Figure 16.1 Mining operations and deposits feeding the Plutonic mill

Plutonic Mill Mill

Mining operations Plutonic Plutonic Hermes Stockpiles Underground Open pit

Baltic Indian Caribbean Baltic Extension Mining zones Hermes

Spur Timor Caspian Cortez

In the Plutonic Underground, there is substantial site history and experience with the underground mining methods employed. The Baltic Extension is envisaged to continue to employ those mining methods, but is likely to have an increased risk of issues with depth-related rock stress. AMC considers that the depth-related stress issues are likely to be manageable, but further work is required to better understand potential implications on the mine plan.

Open-pit mining has not been carried out on-site for a number of years, but the mine plan envisaged for Hermes is based on industry standard practices and the authors do not believe there are any significant issues.

Plutonic Underground Plutonic Underground is a mechanized access underground mine that has been in continuous operation since 1995. Historically, the mine has produced at a rate of up to 1,400 kilotonnes per annum (ktpa) ore, although in recent years, production has stabilized at approximately 800 ktpa. The current constraint on underground production is not the infrastructure: the constraint is gathering the data to move the stopes through the planning process and into production.

The Plutonic Underground has eight active mining zones as shown in Figure 16.2. Seven of these mining zones are well-established having been active for a number of years (Established Areas). The eighth zone, Baltic Extension, is a new mining zone (New Areas).

The underground mining operation covers an area of about 3 km north–south and 2 km east–west and currently extends over a 500 m vertical extent from approximately 150 m RL to 650 m RL. The Baltic Extension is a new mining area adjacent to existing workings and is planned to extend the depth of operation by a further 500 m vertical including Inferred Mineral Resources (total depth below surface 1,150 m). As the depth of mining increases, the ground stress also increases and can create significant mining issues. The mining studies to date have not considered stress as part of the Baltic Extension. Mining to this depth will occur gradually and the issue is not imminent.

Mining at Plutonic Underground takes place from five declines, four of which are located in the Plutonic Underground main operation and the fifth is located about 5 km east of the main operation at Plutonic East. The underground workings are extensive with a number of internal ramps in place to access the mining zones. A mine schematic is shown in Figure 16.2 (excluding the Plutonic East underground workings, which are no longer in production).

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There are three general mining methods used at Plutonic Gold Mine:  Long-hole retreat mining  Jumbo stripping (slashing)  Airleg (jackleg) mining

Long-hole mining is the main method and there are a number of variations in the stope designs to address the variations in orientation, shape, and size of the stopes.

Figure 16.2 Plutonic Underground plan and long section (looking east)

N

Cortez Plutonic Main Pit Underground development

Timor Caribbean Cortez 550 Box Cut Spur Caspian

Indian

Baltic

Planned underground Stopes 300 m Baltic Extended North

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Plutonic Underground mine design Mine designs for stopes and development are regularly reviewed and updated as more detailed information is acquired through development and infill drilling. The mine design process is rigorous and includes detailed mine plans and comprehensive approvals prior to execution of the plan. Planning commences with the generation of a PBM, which is based on the resource block model and modified to reflect localized geological features and any infill drilling. Development designs are based upon the PBM. Stope designs are prepared based upon the MRM. The stope design is compiled in a mine instruction that includes all aspects of the stope design such as development, mining method, ventilation, ground support, long-hole drill layouts (if needed), and backfill. The mine instruction is circulated for approval before the work commences.

Stope designs are reviewed for:  Stability (use of a stope stability graph as required).  Degree of undercutting of hangingwall or footwall.  Stope geometry and shape.  Local ground conditions.  Amount of planned dilution and allowance for unplanned dilution.  Mining recovery factors.  Historical stope performance in the area.  Historical stope performance for similar conditions.  Presence of adjacent voids or filled stopes.

A challenge with the planning process has been the slow release of mining instructions due to the complexity of the orebodies and the required geological review prior to mine planning. The detailed design process has been of high quality, however, it has required considerable input from the geology and engineering personnel and if the work load in those areas was too high, production efforts might suffer due to the lack of plans ready for execution.

Mining methods Long-hole retreat stoping is the most common mining method used at Plutonic Underground. Stope dimensions are variable from 6m to 15 m high and shapes vary from vertical stopes to stopes that incorporate side wall slashing and overhead drilling to extract a mineralized zone. Stopes vary from narrow vertical stopes to wedge-shaped stopes where the footwall is blasted at an angle such that the broken material will rill down the footwall and the load-haul-dump (LHD) vehicle can operate out to the footwall limit of the stope when mucking. The blastholes are drilled using electric hydraulic long-hole rigs.

Long-hole stopes are mucked (bogged) with teleremote LHD units. The LHDs generally muck form the stopes to a stockpile on teleremote. The ore is moved to the surface by underground trucks that are loaded manually by a LHD. Ore is hauled to the portal where it is stockpiled before being moved by surface haul trucks to the ROM pile.

Where ore zones are horizontal or shallow-dipping and do not extend for a significant distance into the wall of a heading, the ore is mined by slashing with a development jumbo.

For very narrow zones and small raises, the ore is mined using airleg/jackleg drills. In thin lenses, the stope is mucked with a scraper to bring the ore from the heading to an ore drive from where it is mucked with an LHD for haulage to surface. This method has much lower productivity compared to long-hole stoping, but has significantly lower dilution. This method is generally reserved for narrow and moderately to gently dipping high-grade zones.

In general, the ground conditions at Plutonic Underground are good, although the ultra-mafic rocks are weak and can fail if exposed in the hanging wall. The site has an extensive history of mining performance including geotechnical knowledge, and has developed guidelines to respond to local conditions. A ground control manual has been prepared for the site and is used in mine planning, mine development, and production

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Underground production schedule The Plutonic Underground LOM plan is created using methods that are common to the industry. The resource models are overlain with the designed stope shapes to calculate tonnes and grade. The stope shapes are evaluated to ensure that the shape is mineable and that the proposed stope block will generate a profit. The economic stope shapes are then scheduled using industry standard software (enhanced production scheduler, or EPS) and then adjusted in spreadsheets to only include Mineral Reserves. The key elements of development, long-hole drilling and blasting, backfilling, and material trucking are included in the schedule. Within each zone, the schedule is organized in a logical manner consistent with continuity, geometry, mining constraints, and backfill availability.

Historically, the underground mine has produced at a rate of up to 1,400 ktpa ore, although in recent years, production has stabilized at approximately 800 ktpa. This reduction in production is a result of a combination of factors including smaller stopes and less consistent stoping areas. With smaller stopes, it is necessary to plan and mine more stopes per year to maintain production. Stopes sizes in the current Mineral Reserves are typically <30 kt.

Figure 16.3 to Figure 16.5 show the schedule of key physicals for Plutonic Underground. Key features of the schedule include:  Plutonic Underground production falls sharply in the second quarter of 2017. This is primarily due to a lack of developed stoping areas that are classified as Mineral Reserves.  Baltic Extension is scheduled to start development immediately. This new mining area requires approximately three months of capital development prior to initial ore production, and a further six months of ramping up to a sustainable production rate. If development of Baltic Extension does not commence at the beginning of Quarter 3 2016, Baltic Extension will not be ready to commence initial ore production (from ore development) in Quarter 1 2017.

A tabulated summary of the production schedule is included in Table 22.1.

Figure 16.3 Plutonic Underground ore tonnes and grade schedule

130 Stope tonnes 6.5

120 Development tonnes 6.0 Grade (Au g/t) 110 5.5

100 5.0

90 4.5

80 4.0

70 3.5

60 3.0

50 2.5

40 2.0

30 1.5

Plutonic Underground Plutonic Underground Mined Tonnes ('000's) Plutonic Underground Mined Grade (Au g/t) 20 1.0

10 0.5

- - Q4 2016 Q1 2017 Q2 2017 Q3 2017 Q4 2017 Q1 2018 Q2 2018 Q3 2018 Q4 2018 Q1 2019 Q2 2019 Calendar Quarters

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Figure 16.4 Plutonic Underground lateral development schedule

1,600 Operating 1,500 Capital 1,400

1,300

1,200

1,100

1,000

900

800

700

600

Lateral Development Lateral Development Metres 500

400

300

200

100

- Q4 2016 Q1 2017 Q2 2017 Q3 2017 Q4 2017 Q1 2018 Q2 2018 Q3 2018 Q4 2018 Q1 2019 Q2 2019 Calendar Quarters

Figure 16.5 Plutonic Underground material movement schedule

200 500 Tonnes to waste Tonnes to ROM 180 450 Truck t.kms 160 400

140 350

120 300

100 250

80 200

60 150

40 100

20 50 Plutonic Underground Truck Tonne.Kilometers ('000's) Plutonic Underground Plutonic Underground Total Material Movement Tonnes ('000's)

- - Q4 2016 Q1 2017 Q2 2017 Q3 2017 Q4 2017 Q1 2018 Q2 2018 Q3 2018 Q4 2018 Q1 2019 Q2 2019 Calendar Quarters

Mobile equipment The mine equipment at Plutonic Gold Mine is industry standard, trackless, underground diesel equipment constructed by reputed manufacturers. The equipment is generally more appropriately sized for a larger operation (the mine previously operated at a higher rate and in larger stopes) and the equipment offers limited potential for more selective mining of smaller stopes. The main underground fleet is shown in Table 16.1.

The age of the mobile fleet is variable:  The trucking and loading fleets are relatively new.  The drilling fleet (both jumbos and long-hole drills) are more than 10 years old and are likely to require either replacements or major rebuilds in the next few years.

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Table 16.1 Plutonic Underground mobile equipment

Unit type Description Age Twin-boom jumbo 2006 Jumbo Twin-boom jumbo 2006 Production drill 2003 Long-hole drill Production drill 2006 17 t loader 2014 17 t loader 2014 17 t loader 2012 Loader 14 t loader 2014 14 t loader 2015 6.7 t loader 2003 63 t truck 2014 Truck 63 t truck 2014 63 t truck 2014 Integrated tool carrier 2009 Integrated tool carrier 2009 Integrated tool carrier 2009 Support Integrated tool carrier 2010 Charge up vehicle 2013 Grader 2006

Underground infrastructure The mine is accessed by portals and a series of ramps throughout the mine. Many of the ramps are interconnected for ventilation and ease of access. The ramps are typically 5.5 m high by 5.5 m wide, however, some of the older ramps are smaller. Ore access drives and ore drives are driven as 4.3 m high by 4.5 m wide headings in Timor and Plutonic East and 4.3 m high by 4.0 m wide headings in Spur and Baltic.

Ore is mucked from the stopes and hauled by underground trucks to the surface ROM pad, where it is stockpiled according to metallurgical recovery type. It is then fed into the primary crusher.

There are ventilation raises to surface as part of the ventilation circuit. The mine is ventilated with a combination of intake and exhaust fans which move approximately 600 m3 per second of fresh air. There are numerous auxiliary fans in the mine that are used in conjunction with ventilation ducting to provide fresh air to active work places.

Auxiliary fans are switched off to reduce power consumption when workers are not in a given area. In addition, auxiliary fans are controlled though a central mine control system and are turned off through lunch time to reduce power consumption.

Electrical power is generated on-site and is distributed throughout the mine at 11,000 V. The 11 kV power is transformed to 1,000 V for service as required for the mine equipment.

In general, the mine is dry and there are only minor inflows aside from water used in operations, however, the widespread nature of the mine necessitates a pumping system that can remove water from each of the areas.

The mine historically used paste fill in some stopes. The paste backfill plant is located on surface above the mine workings and there is a system of pipelines and boreholes for the delivery of paste fill to the stopes. The paste fill plant is currently being decommissioned and removed.

Mine equipment maintenance is all carried out in a surface shop located near the pit rim. There is no provision for servicing or maintaining equipment in the underground mine.

There is a radio communications system throughout the mine.

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Open-pit operations Open-pit mining method The Hermes deposits of Hawkeye, Trapper, and Klinger will be mined as a conventional, open-pit, excavator-truck mining operation. A mining contractor will be engaged for drilling, blasting, loading, hauling, and dumping, as well as civil services for general site maintenance works. The material mined from each pit will be stockpiled adjacent to each pit exit before being loaded onto road trains for transport along the haul road to Plutonic Gold Mine for processing through the existing mineral processing configuration.

Areas to be disturbed by mining activities will be stripped of vegetation, topsoil, subsoil, and potentially hardpan duricrust material and stockpiled within designated storage areas for later use in rehabilitation. Laterite waste rock will be used to construct haul roads, erect windrows and sheet ore pads, with surplus material stockpiled in an accessible location for use in haul road maintenance. All other waste rock will be hauled directly to the waste dump, and sequenced so that any potential acid-forming or hazardous material is encapsulated within the dump.

Some near-surface weathered material might be free-dig, but 100% of transitional material and fresh rock will be blasted. Blasthole drilling will be undertaken using surface top hammer drill-rigs on 5 m benches using hole sizes up to 115 mm diameter. Drill burden, spacing, and subdrill design will be a function of material types and powder factor. Drill-and-blast of 10 m benches in the upper waste sections of each pit will be reviewed. Explosive selection will depend on the presence of groundwater and the success of dewatering. The water table at Hermes is estimated at a nominal 29 m below the pit crest. For pit optimization, ammonium nitrate fuel oil (ANFO) was assumed in the oxide material and emulsion for the remainder of the deposit.

Haul trucks with a load capacity of 100 t will be used in conjunction with 120 t class hydraulic excavators in a backhoe configuration to achieve the required waste extraction ratio and selectively mine the ore. In general, 5 m benches will be mined on two 2.5 to 3.5 m fitches (allowing for heave after blasting). In harder material, where extensive heaving of blasts is likely to occur, it might be necessary to mine the heave separately down to bench level, followed by two 2.5 m fitches to minimize ore dilution. Ancillary services to support the production fleet include graders and water trucks for haul road maintenance and dozers for maintenance of pit benches, preparation of blasted benches, along with waste dump management.

The mining operation will excavate and load ore and waste in accordance with marked ore and waste boundaries to ensure minimum dilution and maximum recovery of ore, with a geologist present during all ore mining. Standard practice to minimize dilution will include mining along the strike of ore blocks, mining from hanging wall to footwall contacts, and grader or dozer clean-ups restricted to along strike in the ore zones. Ore and waste boundaries will be delineated based on grade control sampling results and bench and face mapping. Blocks will be marked out by flagging tape and paint for excavation. Blast monitors will be installed prior to blasting and surveyed post-blast to determine ore movement. Blast design software (such as Shotplus) will be used for all blast tie-ins ensuring ore shots are fired in a direction along strike.

Ore will be stockpiled according to grade and rock type on stockpiles within the Hermes project area. Highway-style, side-tipping road trains with a nominal payload of 220 t will be loaded with ore from stockpiles at Hermes for transportation to the Plutonic Gold Mine ROM pad and stockpiled separately by material type and grade via a proposed 60 km haul road. The front-end loader on the Plutonic Gold Mine ROM pad will maintain stockpiles. The rock-breaker located at the Plutonic Gold Mine ROM pad will be relocated using a 50 t float to Hermes every two to three months to campaign break stockpiled oversize ore. A dedicated fleet of a grader, watercart, and roller will maintain the haul road to the Plutonic Gold Mine ROM pad. Low-grade material might be stockpiled for possible processing later in the mine life.

Construction of the haul road from Plutonic Gold Mine to Hermes is expected to take three months. There will be sufficient stockpiled ore at Hermes by the third month for ore haulage to commence. Construction of stockpile pads will include stripping of topsoil and replacing with caprock or laterite material to form a solid base.

Waste rock dump sides will be progressively battered down to the final design slope at the completion of each segment. Topsoil will be placed using the ancillary equipment on the crest of these walls in readiness for spreading over the slopes. At the completion of mining, stockpiled topsoil will be respread over all other remaining disturbed areas. These areas will then be contoured, ripped, and seeded with plants native to the area or appropriate to the prevailing conditions. The mining contractor will decommission and demobilize all

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plant and infrastructure making good all disturbed areas for rehabilitation. The mine abandonment bund has been designed in accordance with DMP guidelines “Mining Abandonment Bunds” and will be constructed with competent mine waste material towards the end of operations.

Waste rock placement Approximately 45–70% of the mined waste rock volumes will be isolated within the WRD landforms for geochemical and erosion control. The WRD landforms were designed as rainfall store and release systems, due to the high evaporation and evapotranspiration rate in the region and to encapsulate the erosive saprolite material (30–60%) around the potentially acid forming (PAF) material (5–15%). The selected placement of waste rock material will be sequenced as shown in the indicative diagrams shown in Figure 16.6, Figure 16.7, and Figure 16.8.

Figure 16.6 Hermes South WRD material placement sequence

Figure 16.7 Hermes North WRD material placement sequence

Figure 16.8 Hermes East WRD material placement sequence

Site layout The office and workshop area was designed near the entry to the mine site to control vehicle entry to the mine, minimize traffic interaction with the mining fleet, and be outside the expected blast exclusion zone of 500 m. Traffic management controls include haul road layouts designed to manage heavy vehicle and light vehicle segregation, right angle intersections, dedicated parking areas, and one-way flow of traffic. The explosive magazines and explosive compounds are located to the south-east of the southern waste dump to be outside the blast exclusion zone and comply with licensing separation distances from infrastructure areas.

An overview of the proposed site layout is shown in Figure 16.9.

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Figure 16.9 Hermes proposed site layout

North

300m

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Open-pit mine production schedule The open-pit production schedule was prepared on a monthly basis for the LOM. The mine schedule is based on using two 120-tonne backhoe configured excavators loading up to seven 90-tonne trucks. Maximum material movement was limited by vertical advancement rate and mining widths. A ramp-up period was included to allow for development of stockpiles and the WRDs.

Figure 16.10 shows ore and waste tonnes mined on a monthly basis, Figure 16.11 shows month ore tonnes and grade, and Figure 16.12 shows the monthly contained gold mined. A tabulated summary of the data is included in Table 22.1.

Figure 16.10 Hermes monthly ore and waste mining tonnes

Figure 16.11 Hermes monthly ore tonnes and grade

Figure 16.12 Hermes monthly contained gold mined

The pre-stripping operations at Hermes are scheduled to commence mid-2017.

Mining equipment fleet The primary mining fleet for Hermes consists of:  Three 120-tonne hydraulic backhoe excavator (such as Hitachi EX1250) with 6.7 m3 sized bucket  Seven 90-tonne haul truck (such as Caterpillar CAT 777F)  Two drill rigs for blasthole, drain hole, and pre-split drilling (such as Terex GD5000)

The ancillary mining fleet consists of:  One large dozer (such as Caterpillar D10T)

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 One small dozer (such as Caterpillar D8R)  One grader (such as Caterpillar 14M)  One large water cart (such as Caterpillar 740)  One small water cart (such as Hino 500 Series 2630

Other support equipment includes:  One tool carrier/tyre handler (such as Caterpillar IT38HQ)  One fuel/lube truck (such as Isuzu 300SV)  Two 21-seater (such as Toyota Coaster)  Ten lighting plant (diesel)  Sixteen light vehicles

Mining infrastructure The major Hermes infrastructure will consist of:  Two 12 m × 6.6 m transportable building for technical offices  Two 12 m × 3.3 m transportable building for crib and meeting room split with office at one end  One 6 m × 3 m transportable building for first-aid room  One male/female ablution facility: leach septic system  Workshop comprising sea-containers with dome and concrete floor  Wash-down facility with oil separator  Two 110-kL fuel tanks with smart fill system  One detonator magazine (Northern Star dangerous goods (DG) licenced for 20,000 detonators)  One explosive magazine (Northern Star DG licence for 10 t)  Explosive compound (Northern Star DG licence for 150 t ammonium nitrate and 60 t ammonium nitrate emulsion)  Microwave link back to Plutonic Gold Mine for voice and data communications

Power will be provided by a 150 kV·a portable generator and water from a borefield. A small, under-sink, reverse-osmosis plant will be used to provide potable water and a lined turkeys-nest dam with water standpipe will be used for dust suppression. In-pit communications will be by ultra-high frequency (UHF) radio repeater.

Plutonic stockpiles The current and historical stockpiles are recovered to the mill using loaders and trucks (when appropriate). There is a relatively large area in which current stockpiles can be created as required.

Historical stockpiles are located within the perimeter of an open pit (the open pit is completed). The historical stockpiles were being mined and processed as a source of marginal grade ore until early 2014 when the practice ceased. Processing historical stockpiles recommenced in 2016 and production from them peaked at approximately 96 kt per month in May 2016.

The LOM production schedule for the historical stockpiles are on an as-required basis: the stockpiles are drawn down to achieve the operational monthly production targets. The historical stockpiles have been substantially drawn down during 2016, and the LOM plan anticipates they will be fully depleted by end of April 2017.

A tabulated summary of the production schedule is included in Table 22.1.

Total site LOM schedules Figure 16.13 and Figure 16.14 show the mill production schedule by source: Plutonic Underground, Plutonic stockpiles, and Hermes Open Pit. Figure 16.15 and Figure 16.16 show the same schedule on an annual basis.

Throughout 2016, a substantial amount of production was from the Plutonic stockpiles. This feed source allowed the mill to operate on a steady basis.

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With the depletion of the historical stockpiles expected in April 2017, the underground feed will have to carry all of the costs until the Hermes Open Pit reaches reasonable production rates in December 2017. Consideration should be given to additional potential mill feed sources for April 2017 to December 2017: this might include the potential to expedite Hermes Open Pit production, production from non-Mineral Reserve material in the Plutonic Underground, other historical low-grade stockpile that might exist, or toll treatment of ore from other sites.

Figure 16.13 Mill production quarterly schedule: feed tonnes and grades

450 4.5

400 4.0 Mined tonnes - Hermes open pit Mined tonnes - Plutonic stockpiles 350 3.5 Mined tonnes - Plutonic underground

300 Average grade mined 3.0

250 2.5

Mined Mined Grade (Au g/t) Mined Tonnes Mined Tonnes ('000s)

200 2.0

150 1.5

100 1.0

50 0.5

- -

2017Q3 2018Q4 2019Q3 2020Q4 2021Q3 2017Q1 2017Q2 2017Q4 2018Q1 2018Q2 2018Q3 2019Q1 2019Q2 2019Q4 2020Q1 2020Q2 2020Q3 2021Q1 2021Q2 2021Q4 Calendar Year

Figure 16.14 Mill production quarterly schedule: feed and recovered gold ounces

40

35 Ounces mined - Hermes open pit Ounces mined - Plutonic stockpiles

30 Ounces mined - Plutonic underground

Ounces mill recovered 25

20

Gold Gold Ounces (koz) 15

10

5

-

2017Q3 2018Q4 2019Q3 2020Q4 2021Q3 2017Q1 2017Q2 2017Q4 2018Q1 2018Q2 2018Q3 2019Q1 2019Q2 2019Q4 2020Q1 2020Q2 2020Q3 2021Q1 2021Q2 2021Q4 Calendar Year

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Figure 16.15 Mill production annual schedule: feed tonnes and grades

1,800 4.5

1,600 4.0 Mined tonnes - Hermes open pit Mined tonnes - Plutonic stockpiles 1,400 3.5 Mined tonnes - Plutonic underground

1,200 Average grade mined 3.0

1,000 2.5 Mined Mined Ore Grade (Au g/t) Mined Mined Ore Tonnes ('000s) 800 2.0

600 1.5

400 1.0

200 0.5

- -

2017 2018 2019 2020 2021 Calendar Year

Figure 16.16 Mill production annual schedule: feed and recovered gold ounces

150

140

130 Ounces mined - Hermes open pit

120 Ounces mined - Plutonic stockpiles

110 Ounces mined - Plutonic underground

100 Ounces mill recovered

90

80

70

60 Gold Gold Ounces (koz) 50

40

30

20

10

-

2017 2018 2019 2020 2021 Calendar Year

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17 Recovery methods Summary Plutonic Gold Mine has been in operation since August 1990. The original process plant (PP1) consisted of an open-circuit jaw crusher, coarse ore stockpile, semi-autogenous grinding (SAG) mill and ball mill, two leach tanks, and six carbon adsorption tanks. A three-stage, hard rock crushing circuit was incorporated in 1994, which included a fine ore bin and an additional ball mill. A second process plant (PP2) was added in 1996 utilizing the original PP1 jaw crusher and coarse ore stockpile and adding SAG and ball mill, two additional leach tanks, and six additional carbon adsorption tanks. A 16 MW gas power station was added in 1997.

PP1 was designed for the treatment of primary ore while PP2 was designed to process oxide ore. At the end of June 2004, oxide ore sources were exhausted and the crushing and milling components of PP2 were shut down, however, the leach and carbon adsorption circuit of PP2 was run in parallel with the PP1 leach/adsorption circuit. In April 2008, the PP2 leach and carbon adsorption circuit was emptied, cleaned, and placed into care-and-maintenance as part of a strategy to reduce the site power load and power consumption due to power restrictions caused by the June 2008 gas supply crisis. Four tanks in the PP2 leach and carbon adsorption circuit were recommissioned in June 2010 to provide additional residence time, which is shown to improve gold recovery. These four tanks from PP2 have again been decommissioned in late 2012.

The primary sections of the processing plant that are currently in use are:  Crushing and conveying  Ore reclaim and grinding  Leaching and carbon adsorption  Carbon stripping, electrowinning, refining, and carbon regeneration  Tailings thickening  Tailings deposition and storage  Reagent mixing and handling  Plant services

The process plant in its current configuration has treated a maximum of 1.4 Mt per annum.

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Figure 17.1 Simplified process flow sheet

Source: Billabong, .

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Process description Crushing ROM ore is trucked to the ROM pad from the underground mine. The ore is classified and stockpiled according to gold grade, arsenopyrite content, pyrrhotite content, and graphitic content so that blending can be undertaken to maintain an optimal feed to the processing plant. Oversize ore and tramp metal is sorted from stockpiles and broken on the ROM pad using a loader or excavator. Any oversize that cannot pass through the primary crusher grizzly is broken by a rock-breaker mounted at the grizzly.

The PP1 crushing circuit has a nameplate capacity of 2.5 Mtpa and consists of three stages of crushing:  A 60 × 48 Jacques primary double-toggle jaw crusher.  A Symons 7′ SXHD secondary standard head cone crusher.  Two Symons 7′ SXHD tertiary short-head cone crushers.

In addition, there are separate surge bins that are operated in closed circuit with two Nordberg 7.1 m × 2.4 m double-deck vibrating banana screens. Crushed ore exits the product screen with a top size of 10 mm and is stored in the fine ore bin. The fine ore bin has a live capacity of 3,000 t.

PP1 crushing circuit contains two Thermo Scientific Ramsey 10-17 belt scales (CV07 and CV13) for measuring mass of circuit ore.

The now decommissioned PP2 oxide-crushing circuit consists of a 48 × 42 Kemco double-toggle jaw crusher with a nameplate capacity of 1.2 Mtpa, a product conveyor, and a coarse ore stockpile with a live capacity of 2,200 t. Crushed oxide ore was transferred to PP2 grinding mills using two variable-speed belt feeders.

Grinding Crushed ore is withdrawn from the fine ore bin via two belt feeders (CV 14/15), which transfer ore onto the mill feed conveyor (CV04) that feeds into the primary grinding mill (ML01). Mill feed can also be fed via an emergency feed hopper (CV02), which is fed via the oxide coarse ore feed slots. Quicklime is discharged onto CV04 via a variable-speed, manually controlled rotary valve from a 200 t lime silo. Liquid lead nitrate (40% w/w) is discharged directly into CV04 head chute into the grinding circuit.

The grinding circuit comprises a Svenson 4.5 m diameter by 5.63 m long primary mill and two Svenson 4.2 m diameter by 5.63 m long secondary ball mills. The primary mill has a grate discharge and is rubber-lined. Its speed is fixed at 14.6 revolutions per minute (72% of critical) and the installed power is 1,600 kW (1,350 kW drawn). The grinding media used in the primary mill is 78 mm diameter forged steel.

The secondary mills are rubber-lined overflow mills, run at 15.8 revolutions per minute (75% of critical), also with 1,600 kW power (1,450 kW drawn). The grinding circuit throughput is currently operated at 165 t per hour with a primary mill and one ball mill configuration; this, however, can be increased to 230 t per hour by running the standby ball mill. The grinding media used in the secondary mills is 40 mm high-chromium steel.

The primary mill discharge slurry is screened on a 6 mm aperture scalping screen and oversize is returned to the primary mill. Screen undersize reports to the ball mill discharge hopper. ML01 mill undersize and ML02/ ML03 mill discharge is pumped to a hydrocyclone cluster consisting of eighteen 250 mm Cavex cyclones. Operating pressure is 130 to 150 kPa. Each cyclone contains 90 mm ceramic vortex finders and 75 mm ceramic spigots. Coarser cyclone underflow is returned to the operating secondary ball mill for further size reduction. Cyclone overflow (approximately 80% passing 75 µm) discharges over a trash screen (1 mm) with screen undersize reporting to the leaching circuit.

Leaching and adsorption The PP1 leach and adsorption circuit consists of two leach tanks and six carbon-in-leach (CIL) carbon adsorption tanks, all with a 1,020 m3 capacity. All tanks mechanically agitated with dual, open, down-pumping impellor systems powered by 55 kW drives. Facilities are currently available to inject oxygen into tanks 1, 2, 3, 4 and 6, with a high-shear MMS oxygen injector feeding into tank 1. Gold in solution is recovered and concentrated by adsorption onto activated carbon in the adsorption tanks. Leach tank 1 is used as a pre-oxidation (oxygen sparged) conditioning tank, to oxidize reactive sulphides that would otherwise form thiocyanates and increase cyanide consumption. Slurry flows from this tank into the leach tank 2 in which

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cyanide is added, then into the carbon adsorption circuit. Gold that is dissolved into the cyanide leach solution is recovered and concentrated by adsorption onto activated carbon (Picagold A210 GS supplied by Jacobi) in the adsorption tanks.

In the CIL tanks, the carbon is advanced countercurrent to the slurry flow, with new and regenerated carbon added to the last tank and advanced to the first tank while the slurry flows from tank 1 to tank 6. Loaded carbon is pumped from adsorption tank 1 to the gold room periodically for stripping of the gold.

The target pH in the circuit is 10.5 and the target cyanide concentrations is 250 ppm. An online free cyanide analyser (Orica OCM5000) is used to control the cyanide addition. Cyanide can be added to tank 1, tank 2, or tank 3. Dissolved oxygen probes are installed in tanks 1, 2, 3, and 4.

Carbon stripping, electrowinning, refining, and carbon regeneration Gold is recovered from the loaded carbon by a split Anglo American Research Laboratories Pty Ltd stripping and electrowinning circuit. Gold is deposited onto steel wool cathodes by the electrowinning cells. The cathodes are subsequently dried and smelted in the gold room barring furnace to produce gold bullion for shipment. Barren carbon is reactivated using a liquified natural gas (LNG)–fired vertical kiln at around 700° C prior to being returned to the adsorption circuit for reuse.

Cyanide destruction A cyanide destruction circuit that included both hot and chilled Caro’s acid was commissioned in 2008 to reduce the free and weak acid dissociable cyanide concentration in the final tailings prior to deposition. The circuit includes one tank to store sulphuric acid and two tanks to store hydrogen peroxide. A weak acid dissociable cyanide analyser is used to continuously monitor the WAD cyanide concentration of the tailings. The cyanide destruction circuit has since been decommissioned, with the majority of equipment being returned to Evonik Industries.

Tailings disposal Tailings from the CIL circuit gravitate to the carbon safety screen. Screen oversize gravitates to the clean-up sump and is returned to the circuit. Screen undersize is piped into a splitter box where the slurry is directed to either the tailings thickener, to bypass the thickener directly to the tailings pump hopper, or to the paste backfill plant.

The tailing thickener is a 15 m diameter, high-rate Supaflo® thickener. Flocculant (Magnafloc 5250) is added to the thickener feedwell to agglomerate the fine particles and aid solid/liquid separation. Solids at a density of 55% to 60% solids are removed from the thickener underflow and piped to the tailings disposal pump hopper. Water is recovered from the thickener overflow launder, directed into the thickener overflow tank, and pumped to the process water dam for utilization in the grinding and leach circuits.

The thickened tailings are pumped to a variety of locations for disposal, using variable speed, centrifugal pumps (one operating, one standby). The hopper level is measured by an ultrasonic meter and the pump speed varied to maintain a set level. There is provision to flush the tail lines using water from one of several options.

Currently tailings are sent to a paddock-style TSF. There are three paddock-style TSFs; TSF1 is reclaimed, TSF2 and TSF3 can be operated. All in-pit tails facilities have been filled and tailings pipework retreated back to the current paddocks storage facilities. A recently completed wall raise on TSF2 has provided additional capacity.

Plant services All necessary plant services are available to support the operation of the Plutonic Gold Mine processing facilities. Raw water is sourced from two main production bore fields. Process water is stored for use in a 100,000 m3 process water dam. Process water is made up of water from production borefields and tailings return water. Potable water is sourced from raw water tank and passed through automatic chlorinator for utilization in process plant, administration, workshop, stores, main camp, and mining offices. High-pressure air is provided at a nominal pressure of 650 kPa. Power is generated in the gas and diesel power stations at 11 kV and distributed to various plant and mine areas.

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Plant performance Gold recoveries The Plutonic Gold Mine processing plant has been in operation for a number of years with historical throughput versus recoveries for the past four years shown in Figure 17.2. Recoveries have ranged from 71% to 90%, with the average recovery over the four-year period at 83%. It is noted that this recovery is significantly lower than the recoveries demonstrated during the testwork conducted on Hermes ore.

The plant performance should be carefully monitored to confirm that improved recoveries are actually achieved in the Hermes ore, as failure to achieve the recoveries indicated by testwork will negatively impact on the economic performance of the operation.

Figure 17.2 Plutonic Gold Mine process recoveries vs plant throughput

Figure 17.3 shows the historical processing recoveries against the calculated and assayed head grades, showing that there is no obvious correlation between head grade and recovery. The calculated and assayed head grades are in good agreement and have ranged from 1.5 g/t Au to 5.8 g/t Au during the observed period, with an average head grade of 3.1 g/t Au.

The tails grade during the same period of time has ranged from 0.28 g/t Au to 1.02 g/t Au. As expected and shown in Figure 17.4, there is good correlation between the head grade and the tails grade discharge from the mill to the TSF.

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Figure 17.3 Plutonic mill process recoveries vs head grade

Figure 17.4 Plutonic mill head grades vs tails grade

Process operating costs Historical process operating costs have varied between US$11.10/t ore treated to US$28.86/t, with an average processing cost of US$17.76/t for the period reviewed. However, in the six months from March 2016 to August 2016, the average all-in sustaining cost (AISC) reduced to US$14.06/t. As discussed in Section 21.1,

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the costs have been estimated from first principles unit costs and the LOM scheduled physicals. Table 21.8 shows that the LOM average unit costs for processing are US$16.28/t using all-in sustaining costs.

Process capital costs The existing processing facilities at Plutonic Gold Mine are considered to be suitable for ongoing operations and no significant capital expenditure is currently foreseen. The cost estimate allows US$0.89 million for tank refurbishment.

Metallurgical testwork on the Hermes ore and a review of historical process plant performance indicated no significant modifications to fixed plant equipment is anticipated to allow processing of the ore from Hermes Open Pit; as a result, no process capital has been included for the Hermes project.

TSFs will need additional lifts to increase ongoing storage capacity. The capital cost of constructing these lifts totals US$1.11 million (estimate based on additional capacity required and the actual cost of lifts constructed during 2016).

Processing conclusions The Plutonic Gold Mine has been in operation since August 1990 and plant and equipment has been reasonably well–maintained and upgraded to treat both oxide ore initially and only sulphide ore from 2004 onwards.

The plant appears to be well-suited to treat the ore from the Hermes deposit. No significant problems are expected based on a comparison between the results achieved during the current operations and the results based on the testwork conducted on Hermes ore.

Plant performance has been reasonable, with recoveries ranging from 71% to 90%, and the average recovery over the past four years at 83%.

Recoveries are expected to increase once treatment of the Hermes ore is fully in progress based on the higher recoveries seen from the Hermes metallurgical testwork.

Historical process operating costs varied between US$11.10/t ore treated to US$28.86/t, with an average processing cost of US$17.76/t for the past four years. However, costs over the six months from March 2016 to August 2016 reduced to US$14.06/t (average all-in sustaining cost). Projected future operating costs are estimated at approximately US$16/t, with both current and projected costs considered reasonable.

No significant capital expenditure is expected for the LOM plan. Allowances for sustaining capital appear reasonable.

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18 Project infrastructure The Plutonic Gold Mine is a well-established mine that has services and infrastructure consistent with an isolated area operating mine.

AMC’s opinion In AMC’s opinion, the existing site infrastructure is capable of supporting the mine plans envisaged. Historically, the site has successfully operated at production rates significantly higher than those envisaged.

The Hermes Open Pit will require new infrastructure, but this new infrastructure and its estimated cost, is standard to the industry.

Transportation The mine can be accessed by aircraft or by road. The airstrip is adjacent to the site and is a 2,000 m long runway suitable for 50 passenger turbo-prop aircraft. There is an aircraft fuel tank and fueling facility at the airstrip. From Perth, the flight time is approximately two hours.

The mine is located approximately 10 km east of the Great Northern Highway and is approximately 1,000 km north-east of Perth. Freight is brought to site by transport trucks using the highways.

Utilities Electricity is generated on-site by means of a gas-powered generating station (four units), which supplies all power requirements within the vicinity of the camp and processing plant. Gas is supplied by a pipeline spur from the Goldfields Gas Pipeline. A back-up diesel power station is also maintained.

Water requirements for dust suppression and road maintenance during mining activities are supplied from water sources in the existing Salmon Pit or the Main Pit.

Potable water requirements are provided on-site using the existing reverse-osmosis system installed at the processing plant.

Disposal and drainage Both domestic and industrial waste is disposed of by deep burial at the Plutonic Gold Mine landfill site located on the Perch and Main Pit waste dumps.

Sewage disposal is via septic tanks and leach drains at the existing toilet facilities located adjacent to the Plutonic Main Pit, the surface mining crib room, the underground office area, and the Plutonic Gold Mine site camp.

All used oils, greases, and lubricants are collected and removed from site for recycling or disposal. Waste oil from mobile and fixed equipment is stored on-site within existing bunded storage areas. Oil is transported to an oil recycling facility based in Perth on a regular basis. Any oil-contaminated ground is treated on-site using existing bioremediation treatment facilities.

Buildings and facilities Plutonic Gold Operations operates as a fly-in-fly-out operation and maintains a camp on-site for the employees and contractors. The camp has capacity for approximately 450 people, and includes wet and dry mess facilities, a recreational oval, gymnasium, and entertainment room.

Communications The mine site has a communication network of telephones and licensed UHF radio repeaters within the Main Pit mining area and village facilities. Outside these areas, communication is by means of radio or satellite phone only.

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Tailings storage There are three paddock-style TSFs, two of which are in operation (TSF2 and TSF3). At the time of writing this report, construction of an additional lift was underway on TSF3 with expected completion in Quarter 4 2016. Completion of this lift had been delayed by approvals for commencing construction.

A review carried out in October 2016 by AMC made the following recommendations:  Planning for the next TSF2 lift should start as soon as the current TSF3 lift is complete, and approval for the capital expenditure needs to be applied for as soon as possible.  In line with the LOM plan, longer-term options for alternative TSFs need to be identified and investigated. Once identified, the environmental approval process for such options should be started.

New infrastructure required for Hermes Open Pit The Hermes Open Pit will require additional infrastructure, most significantly a 60 km haul road between Hermes and the existing Plutonic mill. A list of the additional infrastructure required to bring Hermes into production is shown in Section 16.2.6.

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19 Market studies and contracts Markets Gold metal is a freely and widely traded commodity with a transparent mechanism for setting prices and for sale of gold produced.

Plutonic Gold Operations produces a gold doré, containing varying gold and other metal contents, depending upon the relative grades of the mineralization processed. Doré is transported from site to Perth via plane and then securely transported to the refinery. The Western Australian Mint in Perth, trading as the Perth Mint, will refine the doré bars to a commercial purity and facilitate the sale.

At the Perth Mint, doré bars are weighed and melted to ensure that there are no pockets of high or low purity within the bar. A sample is taken from this melted doré and assayed to determine the exact amount of gold and other metals present. Billabong then receives an outturn, which is a statement indicating the weight of the doré bar, the percentage of gold and silver in the bar, and from these two, a calculated amount of pure gold and silver.

Billabong can then sell this pure gold and silver for cash and the doré bar becomes the property of the refiner.

Contracts The mining and processing operations at Plutonic Gold Mine are generally carried out by company crews. There are contracts for some specialist work such as diamond drilling and mill shutdown works.

Catering for the site is contracted to Sodexo, a worldwide catering contractor.

The contracts in place are considered normal within the mining industry.

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20 Environmental studies, permitting, and social or community impact The following review has been prepared by AMC’s Principal Environmental Engineer. This information should not be construed as legal advice, and legal counsel should be sought to seek further certainty on some of the matters discussed below.

Land access Land access overview Mining projects in Australia typically require land access under three main forms of title:  Real property  Mining tenure  Native title

Real property and native title claim boundaries are shown in Figure 20.1.

The grant of mining tenure is often subject to consideration and development of agreements on real property and native title.

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Figure 20.1 Real property and native title claim boundaries

Source: Billabong, .

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Real property title 20.1.2.1 Introduction The provisions of the Mining Act 1978 (WA), allow for the grant of a Mining Lease or Miscellaneous Licence, and other mining tenures over Crown land, including pastoral leases and public reserves. Once granted, the tenure holder has access to the land for the purposes of the mining tenure, and subject to the conditions of grant. Compensation is generally payable for damage or removal of improvements on pastoral land and loss of grazing land.

The grant of mining tenure over private land (freehold land, land held in fee simple) requires the written consent of the owner and occupier and compensation arrangements must be resolved prior to commencement of mining activities.

20.1.2.2 Plutonic Gold Mine The Plutonic Gold Mine operation is located within the Three Rivers pastoral lease (lease number N049591), which is currently held by Northern Star. The lease will be transferred to Billabong as part of the sale.

Northern Star has contracted with a pastoral management company to manage and work the land subject of the pastoral leases. The agreement will be transferred to Billabong as part of the sale.

A major natural gas pipeline, on Petroleum Pipeline Licence PL24 (the Goldfields Gas Pipeline) held by Goldfields Gas Transmission Pty Ltd and operated by APA Group, traverses land to the immediate east of the Plutonic Gold Mine operations. The mining tenure for the operation was granted under agreement (where required) of the petroleum tenure holder.

Petroleum Pipeline Licence PL35 was granted under the Petroleum Pipelines Act 1969 (WA) for operation of the pipeline for the use of natural gas for power generation purposes at the Plutonic Gold Operations. The transfer of Petroleum Pipeline Licence PL35 from Northern Star to Billabong is underway pending Ministerial review. The DMP requested further information from Billabong, which has now been provided. Billabong has nominated APT Goldfields Pty Ltd as the pipeline operator for the day-to-day management and control of the activities in relation to the pipeline.

Suitable real property land access is in place by way of the grant of existing mining tenure for the Plutonic Gold Operations. There is no compensation payable to the pastoral leaseholder as the operation does not affect any existing improvements on the lease, and the proponent holds the pastoral lease.

20.1.2.3 Hermes The Hermes project is mostly located within the Doolgunna ex-pastoral lease, which is now unallocated Crown land currently under management by the DPaW.

The Hermes project is also located partially within the Bryah pastoral lease (lease number N049600), which is currently held by Northern Star. The lease will be transferred to Billabong as part of the sale.

Northern Star has contracted with a pastoral management company to manage and work the land subject of the pastoral leases. The agreement will be transferred to Billabong as part of the sale.

Suitable real property land access is in place by way of the grant of existing mining tenure for the Hermes project. There is no compensation payable to the pastoral leaseholder as the operation does not affect any existing improvements on the lease, and the proponent holds the pastoral lease.

20.1.2.4 Haul road corridor The haul road corridor traverses the following real property titles:  The Three Rivers pastoral lease (lease number N049591), held by Northern Star, to be transferred to Billabong.  The Bryah pastoral lease (lease number N049600) held by Northern Star, to be transferred to Billabong.  The Doolgunna ex-pastoral lease (unallocated Crown land).

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 The Great Northern Highway, Crown land, managed by Main Roads Western Australia. The haul road and highway intersection design is being reviewed by Main Roads, with sign-off expected by end of year.  An historical stock route, assumed to be unallocated Crown land.

The granted Miscellaneous Licences L52/164 and L52/116 provide land access to most of the land required for the haul road corridor.

The applications for Miscellaneous Licences L52/165 and L52/166 will, once granted, provided land access to the additional parts of the haul road corridor that are required for improved drainage channel crossings and improved road intersection design.

Mineral tenure Mineral tenure is discussed in Section 4.

Native title 20.1.4.1 Overview of native title and mining tenure Billabong’s native title adviser20 provided an overview of native title, summarized below.

Native title is the name used for recognition by Australian laws that Indigenous people have a system of law and ownership of their land before European settlement.

Native title recognizes that Indigenous people may have rights and interests in their lands and waters through their traditional laws and customs; native title may recognize that Indigenous people have traditional rights to speak for country; but native title does not provide Indigenous people with ownership of the land or stop development.

Native title is a form of land title that recognizes the unique ties some Aboriginal groups have to land. Australian law recognizes that native title exists where Aboriginal people have maintained a traditional connection to their land and waters, since sovereignty, and where acts of government have not removed it.

Under Australian law, native title holders have the right to be compensated if governments acquire their land or waters for future developments. Native title can coexist with other forms of land title (such as mining or pastoral leases) but is extinguished by others (such as freehold).

Registered native title claims and determined native title holders have certain rights under the provisions of the Native Title Act 1993 (Cth) “future act” regime. A “future act” is an act done after 1 January 1994, which affects native title. The “future act” can be a proposed activity or development on land and or waters that has the potential to affect native title, by extinguishing it or by creating interests that are inconsistent with the existence or exercise of native title.

Common examples of a “future act” in Western Australia are the proposed grants of mining tenements by the DMP or land titles by the Department of Lands. The Native Title Act 1993 (Cth) stipulates that the “future act” process need only apply where a registered native title claim or a determined native title claim exists. A mining tenement (proposed “future act”) cannot be granted unless it has satisfied the “future act” requirements of the Native Title Act 1993 (Cth) or where appropriate evidence is available that proves native title has been extinguished such as the granting of freehold tenure. The Mining Act 1978 (WA) provides that holders of mining tenements are liable for compensation, where awarded, by reason of their mining tenements having affected native title.

20 Matthew Hansen, Principal, Extent Legal Pty Ltd.

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20.1.4.2 Plutonic Gold Mine tenements and eastern section of the haul road corridor Billabong’s native title adviser provided information on the status of native title, summarized below:  The Plutonic Gold Mine project tenements (Plutonic Project Tenements) lie inside the Gingirana registered native title application (WC2006/002 and WAD6002/2003) (Gingirana Native Title Claim), registered on 13 April 2006.  The granted Plutonic Project Tenements, aside from for P52/1394, were granted prior to the registration of the Gingirana Native Title Claim; this meant that Gingirana Native Title Claim was not afforded any of the Native Title Act 1993 (Cth) “future act” procedural rights in regards to those tenements.  At the time of the application for P52/1394 (2 April 2012), the Gingirana Native Title Claim was registered, therefore the Gingirana Native Title Claim were provided a right under the Native Title Act 1993 (Cth) “future act” provisions, however, this right was not exercised and P52/1394 was subsequently granted. For these reasons, no native title agreements or heritage protection agreements currently exists in relation to the granted Plutonic Project Tenements.  Those pending Plutonic Project Tenements that are yet to be granted, being L52/165 and the recently applied for L52/166 (Pending Project Tenements), are subject to the Native Title Act 1993 (Cth) “future act” provisions (note: L52/164 and L52/166 will be utilized for the proposed haul road).  As the Pending Project Tenements were applied for after the registration of the Gingirana Native Title Claim, accordingly, the Gingirana Native Title Claim is afforded the rights contained with the Native Title Act 1993 (Cth) “future act” provisions, being the right to object/right to be consulted, as the Pending Project Tenements are either proposed or miscellaneous licenses applications.  The DMP has advised that the Gingirana Native Title Claim has objected to the grant of L52/165 (Gingirana Objection).  The DMP required a three-month consultation period; should an agreement not be reached in that period, the Gingirana Native Title Claim may request that the matter is referred to the independent person for consideration.

A recent update from Billabong advises that the Gingirana Objection was referred to the independent person on 10 November 2016. All parties (Gingirana, the DMP, and Billabong) are to provide submission to the Court before 28 February 2017; following that, a date will be set (shortly after) by the independent person for a directions hearing, whereby the independent person will determine whether an oral hearing is required or the matter can be considered (and decided) by the submissions made. A decision on the grant of the tenement will be made by the independent person (sometime after 27 January 2017). Billabong’s view is the tenement is likely to be granted.

In a further update dated 22 December 2016, Billabong has reached a conditional agreement with Gingirana that would result in Gingirana withdrawing the objections. Billabong’s stated aim is to continue working with Gingirana to satisfy all the conditions required to remove the objections.

DMP has advised that the application for L52/166 will not be dealt with until the outcome of L52/165 is settled.

Significant progress has been made in resolving the native title aspects of selected mining tenure applications, but legal processes have been required, rather than negotiated outcomes. Current and future tenure applications (for example, L52/166) would also appear likely to follow legal procedures, which can take longer and incur higher costs.

20.1.4.3 Hermes tenements and western section of the haul road corridor Billabong’s native title adviser provided information on the status of native title, summarized.  The Hermes project tenements (Hermes Project Tenements) lie inside the Nharnuwangga, Wajarri, and Ngarlawangga Peoples (NWN People) native title consent determination (NWN Consent Determination), the first native title claimants in Western Australia to successfully prove native title to their country under Australian native title law.  On 29 August 2000, it was determined, by consent, that the NWN People held native title in an area of about 50,000 square kilometres of land. However, much of the NWN Consent Determination area is alienated for pastoral and mining purposes.

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 The NWN Consent Determination involved three elements: — The Federal Court’s consent determination of native title in favour of the NWN People in relation to the claim area. — The State and the NWN People agreed to enter into an Indigenous Land Use Agreement (NWN ILUA) under s 24CG(1) of the Native Title Act 1993 (Cth), which provides for a localized procedure for “future acts” (primarily the grant of mining tenements) within the NWN Consent Determination area. — Each pastoral lease holder (within the NWN Consent Determination area) agreed to enter into an access protocol with the prescribed body corporate, which will hold the native title rights in trust for the NWN People (Jidi Jidi Aboriginal Corporation, or Jidi Jidi).  The NWN People accepted extinguishment of their native title rights and interests over vast areas, the agreed extinguished areas include granted mining tenure, enclosed and/or improved parts of pastoral leases, and any interests that are wholly inconsistent with native title rights and interests.  It was agreed, and determined by the Court that: — There is no native title right or interest in minerals and petroleum in the NWN Consent Determination area. — The native title rights and interests are not exclusive of the rights of others and to the extent of any inconsistency they must yield to the rights conferred by other specified interest in the land (including the rights of miners and pastoralists). — The native title rights and interests are subject to regulation by state laws of general application and by federal law; and — Native title has been extinguished in the following parts of the NWN Consent Determination area: − Those parts of pastoral leases granted prior to 1933 and which were, prior to 1994, enclosed and improved. − Those parts of pastoral leases granted under the Land Act 1933 (WA) which were, prior to 1994, enclosed or improved. − Mining leases and general purpose leases granted prior to 1994 under the Mining Act 1978 (WA) and gold mining leases and coal leases granted under the Mining Act 1904 (WA). − Any interests that are wholly inconsistent with native title rights and interests.  The Hermes Project Tenements are located wholly within a pastoral lease area, i.e. an area where native title has been extinguished.  Northern Star have actively engaged with the Jidi Jidi and NWN People. In December 2015, Northern Star entered into terms with the Jidi Jidi to facilitate a one-off heritage survey over the proposed mining area (M52/685).  During the course of the consultation with the NWN People (and Jidi Jidi) regarding the heritage survey terms, Northern Star was advised that the NWN People did not acknowledge the areas of extinguishment existed within NWN Consent Determination area. Effectively, the NWN People disagreed with the provisions contained with the NWN ILUA in regards to the areas where native title had been extinguished within the NWN Consent Determination area.  The NWN People requested that Northern Star enter into negotiations in regards to the proposed mining on M52/685. While Northern Star considered M52/685 (and the remaining Hermes Project Tenements) to be valid, a decision was made to enter into negotiations on the basis that pursuant to the NWN ILUA, the NWN People may have the right to seek compensation against the State following the commencement of productive mining.  The Mining Act 1978 (WA) provides that holders of mining tenements are liable for such compensation where awarded by reason of their mining tenements having effected native title. Consequently, a decision was made to remove the potential risk of a future compensation claim.  In addition to the removal of a potential compensation claim, Northern Star were able to agree to terms allowing for the immediate grant of miscellaneous license (L52/164) and heritage protection/survey procedures.  Following a constructive negotiation period, Northern Star and the NWN People agreed to terms that would form a Productive Mining Agreement and a separate Heritage Protection Agreement. Both parties have executed those agreements (mid-year 2016).  The agreements provide for compensation arrangements under the Productive Mining Agreement and heritage management procedures under the Heritage Protection Agreement.

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Native title aspects for the Hermes project and western section of the haul road corridor are largely resolved.

Mining and environmental approvals Overview of approvals requirements The primary mining and environmental approvals for a mining project in Western Australia typically include:  Mining Leases, Miscellaneous Licences, and an approved Mining Proposal under the Mining Act 1978.  Environmental assessment under the Environmental Protection Act 1986 (WA) (if required).  Approval under the Environment Protection and Biodiversity Act 1999 (Cth) (if required).  Works approvals and operations licence under the Environmental Protection Act 1986.  Permit to clear native vegetation under the Environmental Protection Act 1986.  Permits and licences for water bores under the Rights in Water and Irrigation Act 1914.  Approvals under the Aboriginal Heritage Act 1972.

Other secondary permits might also be required, however, these are excluded from consideration as they are typically lower risk, once primary mining and environmental approvals are in hand.

Mining approvals 20.2.2.1 Plutonic Gold Mine The following approvals were in place during construction, or are currently in place for operation, for the Plutonic Gold Mine:  Operational Licence under the Environmental Protection Act 1986 (valid 18 September 2014 to 17 September 2024).  Plutonic Gold Project Notice of Intent (valid 7 August 1989 onwards).  Plutonic Gold Project Notice of Intent for the development of the Area 4 Underground Project (October 1996) (valid 13 May 1997 onwards).  Plutonic Gold Project Notice of Intent for the development of the Zone 550 Project (valid May 1996 onwards).  Plutonic Gold Project Tailings Dam (TSF2) Works Approval (valid 16 September 1991 onwards).  Plutonic Gold Project Notice of Intent/ Works approval for TSF3 (valid 7 January 1998 onwards).

In addition, Billabong holds three groundwater licences, which permit it to abstract production and potable water from Borefields 1 and 2 located 30 km and 15 km west of the Plutonic Gold Mine plant. The water extracted pursuant to the licences (being GWL 183063(2), GWL 151450(7), and GWL 182889(3)) is permitted to be used for mineral ore processing and other mining purposes, mining camp purposes, earthworks and construction purposes, including dust suppression, and mine dewatering from open-pit and underground.

There are currently no outstanding approval requirements for the Plutonic Gold Mine other than for:  Petroleum pipeline licence PL35: Ministerial consent for the transfer of petroleum pipeline licence PL35 is underway. The DMP requested further information from Billabong, which has now been provided.

Secondary approvals and permits are also in place for the current operations.

20.2.2.2 Hermes The status of mining and environmental approvals for the Hermes project was provided by Billabong on 17 November 2016, as follows:  Mining Proposal and Mine Closure Plan submitted 26 August 2016. Currently on hold. Further information requested by DMP.  Clearing permits have been approved and issued by DMP (excluding L52/165 and L52/166): clearing permit number CPS 7249/1.  Works approval (Dewatering) finalized and likely to be signed off by DMP by end of November 2016: W5988_2016_1.  Operating Licence application (Dewatering) has been completed and submitted to DMP for prescribed premises.

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 Department of Water (DoW) groundwater licences for the mine and haul road have been granted.  DoW construction and altering wells licences for the mine and haul road have been granted. However, these cannot be transferred into Billabong from Northern Star, and Billabong must submit a new application.  Ministerial consent for the transfer of Three Rivers and Bryah pastoral leases from Northern Star to Billabong is underway. Cabinet endorsement of the transfer of the pastoral leases is needed in addition to ministerial consent (as Billabong is a foreign-controlled corporation) so this is expected to be a lengthy process). This does not impact any mining approvals.

20.2.2.3 Haul road corridor The Hermes Mining Proposal and Mine Closure Plan will be amended and resubmitted to include the haul road components of the project following grant of L52/164 and L52/165. DMP has a three-month assessment period from day of submission.

A clearing permit application will also be submitted to DMP following grant of these tenements.

Main Roads Western Australia is currently reviewing the proposed Great Northern Highway intersection design. Billabong anticipates approval of the design by the end of 2016.

Compliance 20.2.3.1 Plutonic Gold Mine The 2014 Annual Environmental Report noted that:  In 2014, Plutonic Gold Mine managed compliance using the InControl system. This system stores, tracks, and provides notification to personnel when actions relating to legal and other obligations are required. In 2014, this system was integrated and was used for incident investigations, tracking corrective actions, and managing internal audit and inspections. A site-based Environmental Legal Obligations Register is currently being uploaded into the system to allow review and tracking of all legal obligations.  As of December 2014, there were no outstanding legal requirements.

There were no significant incidents at Plutonic Gold Mine in 2014. A small number of minor incidents occurred in 2014.

The Plutonic Gold Mine operations 2015 ISO 14001 Environmental Management System independent audit also concluded that the Plutonic Gold Mine has again continued to meet its main legal obligations (its licence conditions).

Billabong confirms that the Plutonic Gold Operations are in compliance with its mining licence conditions as of the date of the Technical Report.

20.2.3.2 Hermes and the haul road corridor The Hermes project and haul road corridor have not yet been developed. Reporting of operational compliance is not applicable.

Environment Environmental policy and management system The Plutonic Gold Operations maintained an ISO 14001 Environmental Management System in 2015. The system was audited in October 2015. Highlights from the audit include:  The company has made consistent progress in improving its environmental practices to meet the requirements of the ISO 14001 standard.  Non-conformities and other issues raised at the previous surveillance assessment were seen to have been fully or partially addressed.

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 The Plutonic Gold Mine has again continued to meet its main legal obligations (its licence conditions), although most of the environmental controls are now internal targets. Annual reports to the various authorities were sighted, including exceedance notifications to the Department of Environmental Regulation and the other authorities.  The environmental portfolio now incorporates social responsibility, which includes communications with stakeholders.

The Environmental Management System is currently in place and will be extended across the entire project, as the Hermes project and haul road are approved and developed.

Waste rock 20.3.2.1 Plutonic Gold Mine Open-pit mining ceased in 2007. Plutonic Gold Mine has multiple waste landforms, primarily constructed from open-pit waste. Testing of materials from the Salmon, Perch, Main Pit, and Zone 550 waste dumps all returned results between –6 to –158 kg H2SO4/t, indicating non-acid generating status. The majority of the waste dumps have been at least partially rehabilitated, with rehabilitation complete on many of the satellite pits.

There is limited waste rock from development activities in current underground operations, with most development waste disposed of as backfill in mined-out stopes. Future underground development waste will be disposed of underground, with surplus waste disposed of in above-ground WRDs, if required, and subject to determination of acid-generating potential and appropriate management mechanisms.

20.3.2.2 Hermes Geochemical studies have shown some 12% of mine waste to be potentially acid-forming (PAF), 45% to be highly erodible but non-acid-forming (NAF), 35% NAF fresh rock suitable for armoring, and 8% transitional saprock and hardpan excellently suited to sheeting surfaces of waste stockpiles. The PAF material is not highly reactive, and is unlikely to pose even short-term challenges prior to encapsulation with waste stockpiles.

20.3.2.3 Haul road corridor The horizontal and vertical alignments of the haul road, and corresponding cut-and-fill requirements have not yet been determined.

Tailings 20.3.3.1 Plutonic Gold Mine Studies into tailings geochemistry at Plutonic Gold Mine have concluded that the tailings stream net acid producing potential (NAPP) can be classified as barren to non-acid forming, due to low sulphur concentration and the presence of carbonates.

As per Billabong’s Department of Environmental Regulation (DER) operational licence, Billabong is required to monitor groundwater quality for surrounding the TSFs for pH, total dissolved solids (TDS), weak acid dissociable cyanide, arsenic, copper, and nickel on a quarterly basis and report on any exceedance against licence limits. A small number of elevated levels have occurred, mainly relating to TDS, with no breaches recorded for arsenic, copper, or nickel.

Tailings are currently disposed of in a paddock-style TSF with upstream lifts.

20.3.3.2 Hermes Tailings from the Hermes project will be used in paste backfill or disposed of in the existing Plutonic Gold Mine TSF.

Land 20.3.4.1 Plutonic Gold Mine The Plutonic Project Tenements are listed as known or suspected contaminated sites under Section 15 of the Contaminated Sites Act 2003. This is in relation to historical and current mining operations, and includes

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suspected groundwater contamination from historical in-pit tailings disposal. Contaminated land remediation has been considered in the mine closure planning for the operation.

20.3.4.2 Hermes It is less likely that the Hermes project will be affected by significant contaminated site issues, as the site is greenfield, apart from exploration activities. There will not be any processing on-site, and potential for contamination will be limited to facilities associated with mining operations such as vehicle workshops and fuel storage.

20.3.4.3 Haul road corridor Soil and geological studies have not yet been completed. In general, most potential land related issues for roads are manageable using routine mitigation and control measures. The land aspects of the road are unlikely to be a material environmental issue.

Water management 20.3.5.1 Plutonic Gold Mine The Plutonic Gold Mine has recently prepared a Site Water Improvement Program (June 2016), under the direction of DER. The report addresses:  An assessment of the site water balance including dewatering rates, water storage capacity, water usage rates, and water storage buffer required for climatic variability.  An assessment of the adequacy of current site water storage infrastructure  Environmental risk assessment of periodic discharges to the receiving environment.

Additional investigations are underway to improve on site water management practices to minimize off-site discharges and enhance water utilization across the site.

20.3.5.2 Hermes Open-pit mines will be dewatered with both bores and in-pit sumps. Excess water will be discharged to a nearby creek over a 200-metre length of creek bed to minimize erosion and waterlogging risks. Groundwater is potable quality (around 500 mg/L TDS), so salinity will not be an issue. Clean and dirty water streams will be separated, with dirty water treated (settling ponds, oil/water separator if necessary) before discharge to the environment.

20.3.5.3 Haul road corridor The haul road corridor traverses a number of drainage lines. Bridge and culvert designs have not been developed. It is reasonable to expect that causeways, culverts, bridges, or other crossings can be used to enable a reasonable level of service during the wet season.

20.3.5.4 Post-closure surface water management Mine water management post-closure is likely to involve drainage of rainfall run-off to existing pits. The area is semi-arid, with average evaporation exceeding average rainfall for all months of the year, and annual evaporation exceeding rainfall by approximately 3,500 millimeters. Given the extent of storage available in disused pits and the arid conditions, post-closure mine water management is unlikely to be a significant issue. Long-term post-closure integrated water balances and water quality studies will be required to confirm this preliminary assessment.

Groundwater 20.3.6.1 Plutonic Gold Mine The Plutonic Gold Mine area contains alluvial and fractured rock aquifers in fresh and slightly weathered rock. These aquifers are limited in extent and storage capacity.

Production and potable water are sources from Borefield 1 (30 km west of the mine) and Borefield 2 (15 km west of the mine). Water is pumped via surface pipelines to the process plant, and distributed across the site. A number of mine dewatering bores and sumps are also licenced within the mining area including via water

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recovery bores in mined-out pits, and the current underground workings. The total groundwater licence allocation is 4,750 million litres per year.

No groundwater dependent ecosystems have been identified within the immediate area of groundwater abstraction. Groundwater monitoring is carried out in accordance with licence conditions.

20.3.6.2 Hermes The current (pre-mining) groundwater level within the proposed open-pits area of the Project is 29 m below ground level, and the water quality is suitable for potable water supply considering its freshwater salinity and neutral pH, with TDS measuring 500 mg/L and pH 7.5.

The upper 80 m has been identified as having the most potential to provide groundwater inflows and, within this oxidized unit, the upper 40 m has the most significant permeability. Below around 100 m below ground level, the formation is mostly very tight and likely to yield only minor inflows. The predicted cone of drawdown, as defined by the 0.2 m drawdown contour, extends approximately 2.7 km from the mine in a north-west– south-east direction and approximately 3.7 km from the mine along orebody strike in a south-west–north-east direction.

The groundwater level drawdown from mine dewatering is assessed to have a negligible impact on the available supply of groundwater to other groundwater users or groundwater dependent vegetation. There are no other groundwater users within the predicted extent of groundwater drawdown, and no groundwater dependent vegetation has been identified within the Hermes area.

It has been estimated that four production bores will be required for effective dewatering of the pits, with in-pit sump pumps used to maintain the water table below the base of pits following advanced dewatering and mining.

Peak dewatering rates of up to 15 L/s (1,300 kL/day) are predicted in the first six months of dewatering, reducing to around 5 L/s thereafter for the remainder of mining.

20.3.6.3 Haul road corridor Groundwater is unlikely to be significantly affected by the haul road.

20.3.6.4 Post-closure groundwater management Post closure groundwater management is likely to involve:  Inflows from surrounding aquifers to pits, with formation of a saline pit lake below surrounding levels, due to evapo-concentration of groundwater salts.  Flooding of underground workings due to inflows from surrounding aquifers until water levels reach natural groundwater levels.

Long-term post-closure groundwater modelling and water balances will be required to confirm the management practices.

Ecology 20.3.7.1 Plutonic Gold Mine Plutonic Gold Mine manages its known priority flora species on-site in two ways; defining the distribution and minimization of clearing. Site surveys are conducted, as required, for any proposed land disturbance, as has been the process historically. Information gathered during these surveys, as well as the targeted surveys, is included in the environmental GIS database. This database is used during the assessment of clearing applications for both drilling programmes and surface mining activities.

A number of data bank surveys and opportunistic field surveys have been conducted for fauna species at Plutonic Gold Mine over the years. None of these have identified any species of protected flora within the mining lease or within close proximity. It was identified that habitats present on the lease are very common in surrounding areas.

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20.3.7.2 Hermes and the haul road corridor No conservation-sensitive vegetation community or species is likely to be impacted, except for one low-protection species along the haul road.

While database searches show a number of fauna species occurring in the general project area and region, none were recorded in field surveys. Significant impacts on conservation-significant fauna are thus improbable.

Field survey indicates that stygofauna in the project area are not unique, but are well-represented elsewhere in the region. The subterranean fauna assessment also determined that the groundwater level drawdown from mine dewatering will have a negligible impact on stygofauna populations due to only a small proportion of their potential habitats being impacted in the area, and findings not suggesting any threat to stygofauna conservation values or the persistence of any stygofauna species.

Community Social context and nearest sensitive receptors The Plutonic Gold Operations exists within the Doolgunna ex-pastoral lease, now managed by the DPaW, Bryah pastoral lease, and Three Rivers pastoral lease. Public access to the project area is possible via the gazetted Ashburton Downs and Peak Hill roads, both unsealed roads maintained by the Meekatharra Shire. Existing access within the Hermes/Bryah Basin area is primarily by way of station tracks from the Peak Hill- Doolgunna Road.

There are no human settlements nearby, with cattle-raising or mining activities being the primary land uses in the Peak Hill District. The nearest place of potential interest to tourists is the historic Peak Hill town, a heritage-listed, abandoned mining centre located 30 km east of the Hermes project area.

The Plutonic Gold Operations will be appropriately secured prior to any mine site construction activities commencing to ensure public and livestock access is prevented into any active areas.

The workforce will operate on a fly-in-fly-out roster, with accommodation on a mine site camp.

As such, there will be limited interaction between the operation and the wider community.

Community engagement The following stakeholders have been identified for the project. There is relatively low number of directly affected stakeholders as a result of the remote location of the project and fly-in-fly-out workforce for the operation.

The community:  Pastoral station owners and operators  Local Aboriginal community (People)

Local business and service providers:  Shire of Meekatharra  Neighbouring mining companies  Other local community groups and individuals

Government departments:  Department of Mines and Petroleum (DMP)  Department of Environment Regulation (DER)  Department of Parks and Wildlife (DPaW)  Department of Water (DoW)  Department of Indigenous Affairs (DIA)  Department of Regional Development  Department of Lands

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A site-based stakeholder register is in place to capture all communications between external stakeholders and on-site personnel.

Aboriginal cultural heritage 20.4.3.1 Plutonic Gold Mine No heritage protection agreement currently exists in regards to Plutonic Gold Mine project.

A number of archaeological and ethnographic surveys have been undertaken during the life of the mine. A search list of the DIA sites and databases in order to identify both previously recorded archaeological and ethnographical sites have been prepared, and is considered in mine planning and operations.

20.4.3.2 Hermes A heritage survey has been completed over the proposed mining area, with clearance provided by the NWN People (and Jidi Jidi) to undertake the required ground disturbing activities (mining).

Billabong has requested the NWN People (and Jidi Jidi) to undertake a heritage survey over the proposed haul road; a heritage survey is planned and is likely to take place in late 2016.

Non-aboriginal cultural heritage 20.4.4.1 Plutonic Gold Mine The Heritage Council of Western Australia (HCWA) has a state register with heritage listings and in the database, no results appear in the mine area. At this stage, no items/landforms have been identified on the Plutonic Gold Mine leases that could be considered of mining heritage value and, therefore, possibly need inclusion in the goldfields mine heritage trail.

20.4.4.2 Hermes The Hermes project will not impact on any European heritage sites, based on searches of the HCWA Places Database (inHerit).

The Hermes project area is remote with no existing or pre-existing (historical) human settlement nearby. The historic (1892 to 1933) Peak Hill town and gold mining centre is located approximately 30 km east of the Hermes project area. It is registered by the HCWA inHerit database (Place number 25196).

Mine closure and security bonds Regulatory regime and closure costs Tenement holders operating on Mining Act 1978 tenure are required to report disturbance data and contribute annually to the mining rehabilitation fund. Tenements with a rehabilitation liability estimate below a threshold of A$50,000 (US$37,000) must report disturbance data but are not required to pay into the fund.

The specific tenements that have reported site disturbance are: L52/40, L52/41, L52/48, L52/52, L52/54, L52/55, L52/70, L52/71, L52/74, M52/148, M52/149, M52/150, M52/170, M52/171, M52/295, M52/296, M52/300, M52/301, and M52/308. The 2016 liability for the mining rehabilitation fund for Plutonic Gold Mine is approximately A$187,053 (US$138,419). AMC does not consider that the current mining rehabilitation fund liabilities are material for the purposes of mine planning, as ongoing rehabilitation can reduce the liabilities as they occur.

The fund essentially replaced the need for provision of an environmental security bond in Western Australia. Money in the fund is available to rehabilitate abandoned mines across the state in circumstances where the tenement holder/operator fails to meet rehabilitation obligations and every other effort has been used to recover funds from the operator.

The introduction of the mining rehabilitation fund does not absolve tenement holders/operators of their legal obligations to carry out rehabilitation works on a tenement.

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Plutonic Gold Mine The 2014 Annual Environmental Report states that the:  Total disturbed footprint to date (hectares), excluding pits that do not require rehabilitation, is 964.24 hectares.  Total area under rehabilitation (i.e. sum of all rehabilitation, stages) is 483.35 hectares.  Current mining rehabilitation fund levy is US$138,920.

Figure 20.2 Rehabilitation status at the Plutonic Gold Mine operation

A Mine Closure Plan has been prepared for the Plutonic Gold Mine. The plan was approved by the DMP in November 2015.

A rehabilitation liability calculator (http://www.dmp.wa.gov.au/environment_help/1591.aspx) for the Plutonic Gold Operations estimated the LOM liability costs as US$16 million (A$22 million) and the International Financial Reporting Standard (IFRS) liability as US$18 million (A$24 million), with a relinquishment date of 10 years from the date of closure.

The estimates include a salvage value of US$4 million. In AMC’s experience, salvage values can be optimistic. Further work should be done to improve understanding of the potential salvage values at the end of mine life.

In addition to these closure costs, AMC have included in the economic analysis:  Plutonic Gold Operations human resources obligations at the end of the mine life (US$2.7 million): these additional costs are approximations only and should be considered further as part of a future review of the mine closure plan. Employee entitlements are covered by work capital.

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Hermes A Mine Closure Plan has been prepared for the Hermes project and submitted to DMP. An amended Mine Closure Plan will incorporate the haul road (following grant of tenure) and be submitted to the DMP.

Closure will involve progressive encapsulation of PAF and erodible material within waste stockpiles; no novel construction or monitoring strategies are required. After mining, the two pits excavated below water table will become groundwater sinks; equilibrium levels, tens of metres below pre-mining levels, are projected to be attained after 6–7 years. Evaporation will cause some concentration of dissolved salts in the pit water, but livestock water quality standards are unlikely to be exceeded.

Even if significant salinity did result, or water quality was impacted by oxidation of the small quantities of sulphides in exposed pit walls, regional groundwater quality would not be affected because the sink nature of the pit-lake—groundwater will flow into the pit, which will not be a through-flow system.

The Hermes Mine Closure plan includes a closure cost estimate of US$0.7 million (A$0.985 million). The QP recommends that the Hermes closure cost estimate be re-evaluated as part of further studies.

The total disturbance area for the operation is anticipated to be 153.5 hectares on M52/685.

Haul road corridor A closure plan has not yet been prepared for the haul road corridor. While it is probable that the haul road will be left in place following mine closure, as a valuable piece of transport infrastructure, this is not yet approved. No rehabilitation and closure cost liability has been included.

The disturbance area for the road is anticipated to be approximately 135 hectares.

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21 Capital and operating costs A summary of the LOM capital and operating cost estimates are shown in Table 21.1. These costs estimates are based on the LOM plans presented in Section 16 and include mining from Plutonic Underground, Hermes Open Pit, and Plutonic stockpiles. As shown in Table 15.1, these costs include the mining and processing of a total of 2,450 kt of ore at 2.4 g/t Au (189 koz gold mined) for a total of 172 koz gold recovered from the mill.

In Table 21.1, the unit costs per tonne for Plutonic Underground (552 kt), Plutonic stockpiles (333 kt), and Hermes Open Pit (1,565 kt), are per tonne mined from those activities: not the total tonnes processed (2,450 kt).

Table 21.1 LOM capital and operating cost estimates commencing Jan 2017

LOM total LOM total LOM total Total site costs LOM total AISC Operating Total AISC Operating Total AISC sustaining project (pre-tax) operating (excluding unit cost unit cost unit cost unit cost capital capital project) US$/oz US$/oz Units US$m US$m US$m US$m US$/t ROM US$/t ROM recovered recovered Plutonic Underground 49 9 58 – 88 104 Plutonic stockpiles 1 – 1 – 2 2 639 691 Hermes Open Pit 60 60 11.8 39 39 Processing and TSF 37 2 39 – 15 16 217 229 General, administration, 8 – 8 – 3 3 49 49 and infrastructure Royalties 6 – 6 – 3 3 37 37 Total (excluding closure) 162 11 173 12 66 70 942 1,006 Closure – – – 20 – – – –

Figure 21.1 shows the site-wide costs per year and the mill recovered gold ounces. The figure includes lines showing two sets of costs: total costs including expansion capital costs, and a second line showing only the AISC (excluding expansion capital at Hermes).

Figure 21.1 Site-wide costs and mill recovered ounces per year

150 $1,500 Ounces mill recovered 140 $1,400 Cost per oz (Hermes project capex + AISC) 130 $1,300

120 Cost per oz (AISC) $1,200

110 $1,100

100 $1,000

90 $900

80 $800

70 $700

60 $600

50 $500

40 $400

Total site mill recovered Total site recovered mill ounces per year (koz) 30 60 66 $300 20 46 $200

10 $100 Total site costs per recovered mill ounces (US$ /ounce)

0 - 2017 2018 2019 2020 2021 Calendar Year

A tabulated summary of the cost schedule is included in Table 22.1.

AMC’s opinion AMC considers that the capital and operating cost estimates are reasonable for the LOM plan based on Mineral Reserves. Further, the cost estimates are in line with actual cost performance over the last six months for

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Plutonic Underground, Plutonic mill, and general administration costs after taking account of the difference between the actual and expected production rate.

The cost estimates for some activities and items need further work to support the estimate (e.g. Hermes closure costs), but those costs are not expected to be significant to the project and the preliminary cost estimate assumptions are not unreasonable.

Basis of cost estimates All costs were estimated in A$ and converted to US$ using the exchange rates in Section 22.2.

Plutonic Gold Mine has a long history of cost information. The following data has been used to inform the cost estimate:  Plutonic Underground. The costs are scheduled based on first-principles unit costs and the LOM scheduled physicals (Section 16.2.3). Fixed and variable costs have been included as appropriate. Personnel quantities (including mine management, supervision, underground personnel, and maintenance) have been calculated from the activity required in the LOM scheduled physicals and used to calculate salaries, wages, on-costs, flights, and accommodation. Capital development costs have been separated. The bottom line unit cost ($ per tonne ore) has been checked against the last 12 months of performance to ensure the reasonableness of the estimate (see Section 21.4).  Plutonic stockpiles. Loading and hauling from the historical stockpiles to the mill at a rate of A$3.00/t.  Hermes Open Pit. The costs are scheduled based on contractor unit costs from bids or similar projects and the LOM scheduled physicals (Section 16.4). Fixed and variable costs have been included as appropriate. Personnel quantities (including mine management, supervision, underground personnel, and maintenance) have been calculated from the activity required in the LOM scheduled physicals and used to calculate salaries, wages, on-costs, flights, and accommodation. Capital costs have been separated.  Processing and TSF. The costs are scheduled based on first-principles unit costs and the LOM scheduled physicals (Section 16.4). Fixed and variable costs have been included as appropriate. Personnel quantities (including mill management, supervision, mill operators, and maintenance) have been calculated from the activity required in the LOM scheduled physicals and used to calculate salaries, wages, on-costs, flights, and accommodation. The cost estimate assumes batch milling of ore between May 2017 (stockpile depletion) and December 2017 (first substantial production from Hermes Open Pit). The capital cost of TSF lifts have been included based on actual costs for TSF lifts in 2016 and scheduled in alignment with the LOM. The capital cost of tank rebuilds has been included. The bottom line unit cost ($ per tonne ore) has been checked against the last 12 months of performance to ensure the reasonableness of the estimate (see Section 21.4).  General and administration. The costs are scheduled based on first-principles unit costs and the LOM scheduled physicals (Section 16.4). Fixed and variable costs have been included as appropriate. Personnel quantities have been calculated from the activity required in the LOM scheduled physicals and used to calculate salaries and wages. The bottom line unit cost ($ per tonne ore) has been checked against the last 12 months of performance to ensure the reasonableness of the estimate (see Section 21.4).  Royalties. Royalties have been calculated as per Section 4.  Closure costs. Closure costs are based on detailed estimates prepared under the mine closure plan. Additions have been made for Plutonic Gold Mine human resources obligations at the end of the mine life: this additional cost estimate is approximate only and should be considered further as part of a future review of the mine closure plan.

Cost estimate exclusions The following items are excluded from the cost estimate and economic model.  Sunk costs.  Purchase price and transaction costs, including future payments to Northern Star. Royalties payable to Northern Star are included as appropriate.  Exploration expenditure. Exploration expenditure is considered discretionary. It has not been included in the economic evaluation. The exploration expenditure plan envisages US$7.4 million in Year 1 and US$3.7 million per year thereafter as detailed in Section 26.1.

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 Corporate costs including Perth office and Toronto office charges.  Working capital. Employee entitlements are not included in the estimate but are covered by the working capital.  Interest and financing costs.  Escalation.  Import duties and custom fees.  Existing debts including existing mobile equipment repayments.  Existing supplies inventory.  Costs of fluctuations in currency exchanges  Gold-in-circuit credits.  Silver byproduct credits.  Costs associated with gold refining charges, treatment charges, freight, payability, and other off-site costs. These costs are very minor and not substantial compared to the potential for gold price changes.

Capital and operating cost estimate detail by area Plutonic stockpiles The cost of loading and hauling the 333 kt of low-grade historical stockpiles to the mill are shown in Table 21.2.

Table 21.2 LOM capital and operating cost estimates: Plutonic stockpiles

Plutonic stockpiles LOM total operating LOM total capital LOM total Units US$m US$m US$m Load and haul to mill 1 – 1 Total 1 – 1

Plutonic Underground The costs associated with developing and mining 552 kt of underground ore are shown in Table 21.3. This includes the capital development for accessing the upper portion of the Baltic Extension that is in Mineral Reserves.

Table 21.3 LOM capital and operating cost estimates: Plutonic Underground

Plutonic Underground LOM total operating LOM total capital LOM total Units US$m US$m US$m Geology 5 – 5 Diamond drilling 2 – 2 Mine overheads and administration 5 – 5 Mine power and services 9 – 9 Capital development – 9 9 Operating development 9 – 9 Ore production 19 – 19 Equipment leases repayments – – – Total 49 9 58

Hermes Open Pit The costs associated with stripping and mining 1,565 kt of Hermes Open Pit ore are shown in Table 21.4. This includes the capital costs for building a 64 km haul road to the existing mill, initial waste stripping, site set-up, and pre-production capital.

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Table 21.4 LOM capital and operating cost estimates: Hermes Open Pit

Hermes Open Pit LOM total operating LOM total capital LOM total Units US$m US$m US$m Mine establishment and development 0 7 7 Grade control 4 0 4 Geology 3 0 3 Mine management and administration 8 1 10 Mine services 0 0 0 Load, haul, drill-and-blast contractor 36 3 39 Ore haulage 9 0 9 Total 60 12 72

Processing and TSF The costs associated with processing a total of 2,450 kt of ore (from Plutonic Underground, Plutonic stockpiles, and Hermes Open Pit) are shown in Table 21.5. This includes some minor capital for TSF expansion and sustaining capital maintenance of the processing plant.

Table 21.5 LOM capital and operating cost estimate: processing and TSF

Processing and TSF LOM total operating LOM total capital LOM total Units US$m US$m US$m Operator salaries and overheads 6 – 6 Crushing and grinding 12 – 12 Leaching and adsorption 7 1 8 Elution and gold room 0 – 0 Tailings 0 1 1 Laboratory 1 – 1 Maintenance (including salaries) 11 – 11 Total 37 2 39

General, administration, infrastructure, and other costs

The costs associated with supporting the mining of 2,450 kt of ore are shown in Table 21.6. All accommodation, flights, and power costs are included within the respective areas in the tables above.

Table 21.6 LOM capital and operating cost estimates: general, administration, and infrastructure

General, admin, and infrastructure LOM total operating LOM total capital LOM total Units US$m US$m US$m Site administration overheads 5 – 5 Safety 2 – 2 Supply 1 – 1 Environment 1 – 1 Community affairs 0 – 0 Accommodation village Included in personnel costs – Power supply Included in activity costs – Information technology (IT) and communications 0 – 0 Fly-in-fly-out costs Included in personnel costs – Total 8 – 8

Closure costs The costs associated with the administration and support of mining 2,450 kt of ore are shown in Table 21.7.

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Table 21.7 LOM capital and operating cost estimates: closure and redundancy costs

Closure LOM total operating LOM total capital LOM total Units US$m US$m US$m Tailings storage facilities 4.2 4 Waste rock dumps 0.8 1 Heap leach facilities – – Dams and ponds 0.1 0 Low-grade and topsoil stockpiles – – Infrastructure demolition 6.6 7 Equipment resale and salvage –4.1 –4 Open-pit mines 0.1 0 Underground mines and shafts 0.1 0 Drains and diversion channels – – Roads and service corridors 0.8 1 Exploration – – Water management 0.0 0 Monitoring 1.2 1 Closure studies and reports 0.9 1 Land tenure and stakeholders 2.3 2 Project management 1.8 2 Mobilization and demobilization 0.6 1 Contractor profit and overheads 0.9 1 Hermes site rehabilitation 0.7 1 Plutonic Gold Operations redundancy/human resources (HR) 2.7 3 management Total 20 – 20

Comparison of cost estimate to actual site costs Table 21.8 compares the actual and estimated costs for Plutonic Underground, the mill, and the site administration. Hermes Open Pit has not yet commenced and there are no actual costs to compare against. The table compares the actual costs for July 2015 to May 2016, more recent actual costs for June 2016 to August 2016 (under new management), and the cost estimate. Unit costs are shown as all-in sustaining cost per tonne of ore (AISC $/t). The underground mining tonnes are exclusive of the stockpile tonnes, and the processing and administration costs are inclusive of all mill feed (both the underground and stockpile tonnes).

Unit costs per tonne for processing and administration have been kept at a lower level throughout 2016 by processing of historical stockpiles. This feed source has allowed the mill to operate on a steady basis. With the depletion of the historical stockpiles expected in April 2017, the underground feed will have to carry all of the costs until the Hermes Open Pit reaches reasonable production rates in December 2017.

Table 21.8 Comparison of actual and estimated costs

Previous owners Billabong LOM Mineral Reserves Actuals Jul 2015 to May 2016 Actuals Jun 2016 to Aug 2016 Units Tonnes Unit cost Tonnes Unit cost Tonnes Unit cost annualized ktpa AISC US$/t annualized ktpa AISC US$/t avg ktpa AISC US$/t Mining underground 640 94 730 72 180 104 Processing 870 17 1,410 14 290 16 Administration 870 5 1,410 2 290 3

Personnel quantity Personnel costs are built into the capital and operating costs quoted above.

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The on-site workforce changed substantially over the two-year period between mid-2014 and October 2016: down from 395 to 281 personnel (including contractors). The on-site workforce (both owner and contractor) has not changed substantially since the acquisition of Plutonic Gold Operations by the new owners. Some supervision, technical, and managerial staff positions either turned-over or are not required by the new owners. A manager for the Hermes project is a key position that is currently vacant in the new owner’s organizational chart.

Table 21.9 shows the on-site personnel quantity.

Table 21.9 Plutonic Gold Operations on-site personnel

Employer Work area Personnel Subtotal Surface staff 58 Billabong 192 Underground staff 134 Underground contractors 17 Surface contractors 14 Barminco 17 Contracts Cardinals 12 89 Carey Mining 8 Zenith 4 Sodexo 17 Total 281

Plutonic Gold Operations was supported by the previous owners’ corporate personnel in a number of functions including resource estimation, reserves estimation, public reporting, and human relations. Billabong will need to either develop these services internally or use contractors and consultants to continue to support the site personnel.

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22 Economic analysis Figure 22.1 shows the costs and revenue for the mine. The costs are inclusive of operating costs, sustaining capital costs, project capital costs (Hermes Open Pit capital), royalties, and closure costs. The closure costs in Year 2024 are the total remaining costs in 2024 over the expected 10 year closure plan (five years beyond the schedule shown).

The economic analysis, supporting costs, and supporting schedules are also referred to as the Reserve Mine Plan.

Figure 22.2 shows the cashflow per year and the cumulative cashflow (undiscounted).

Based on the assumptions outlined in Sections 22.1 and 22.2, and including closure costs, the mine has a potential:  Cumulative gross cashflow of US$17 million.  Cumulative net cashflow (after tax) of US$16 million.  Net present value (NPV at 6%) of US$15 million (after tax).

The above figures are after-tax (using a simplified tax calculation).

As discussed in Sections 22.1 and 22.2, the above calculations do not include sunk costs, purchase price, interest payments, or existing debt.

Neither an internal rate of return (IRR) or a payback period has been calculated because no purchase price has been included in the economic evaluation.

All costs were estimated in A$ and converted to US$ for consistency.

Figure 22.1 Costs and revenue

$170 Cost: Closure $160 $150 Tax payable $140 $130 Cost: Royalties $120 $110 Cost: General, admin and $100 infra $90 Cost: Processing and TSF $80

$70 Cost: Hermes open pit

$60 US$ US$ Millions (undiscounted) $50 Cost: Plutonic stockpiles $40 $30 Cost: Plutonic underground $20 $10 Revenue - 2017 2018 2019 2020 2021 2022 2023 2024 Calendar Year

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Figure 22.2 Net cashflow and net cumulative cashflow (undiscounted)

$100

$90

$80

$70 Cashflow (after tax)

$60 Cumulative cashflow (after tax)

$50

$40

$30

$20 US$ US$ Millions (undiscounted)

$10

- 2017 2018 2019 2020 2021 2022 2023 2024 -$10

-$20 Calendar Year

Substantial items on the cashflow presented in Figure 21.1 include:  Using the assumptions outlined, the mine has a negative cashflow in 2017 (calendar year). This is primarily due to the capital expenditure on Hermes Open Pit, and the Plutonic Underground Baltic Extension.  The capital expenditure in 2017 to set-up Hermes Open Pit and Baltic Extension, produce positive cashflows in 2018 and 2019.  The negative cashflows in 2020 and beyond are the mine closure costs.

AMC’s opinion Assuming only the Mineral Reserves are included in the economic evaluation, a positive cash flow from the operation is sensitive to the assumptions: minor negative movements away from the assumed gold prices, exchange rates, or costs might make production from the Mineral Reserves uneconomic.

Further, the economic analysis indicates that cashflow might be negative in 2017 primarily as a result of the capital expenditure envisaged for Hermes Open Pit and Baltic Extension development.

The economic analysis does not include sunk costs, purchase price, interest payments, or existing debt.

Production schedules and costs forming the basis of the economic analysis The production schedules and costs forming the basis of the economic analysis are discussed in Section 16.4 and Section 21 respectively.

The inclusion or exclusion of royalties, and other government levies or interests are discussed in Section 21.

Taxes A simplified tax estimate has been included in the economic analysis. The tax estimate cannot be finalized until after purchase price allocations are complete. Assumptions used in the simplified tax treatment include:  A tax base of A$45 million. This will be subject to adjustment depending on the acquisition allocations.  Straight line tax depreciation for the producing life of the mine (three years). AMC notes that the allocation between mining interests and property plant and equipment has not been taken into account.  A tax rate of 30%.

In AMC’s opinion, the simplified treatment of tax is reasonable for the purpose of estimating the NPV: finalization of the above outstanding tax issues will not materially change the NPV of the operation. However, outstanding tax issues should be finalized in future studies once purchase price allocations are complete.

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Currency, exchange rate, discount rates, dollar dates, and metal price assumptions All currencies are expressed in United States dollars (US$) unless stated as Australian dollars (A$).

The economic analysis is based on Billabong’s corporate metal price, exchange rate, and discount rate assumptions:  A gold price of US$1,250 in 2017, and US$1,300 in 2018 and beyond.  An exchange rate of US$:A$ of 0.74.  A discount rate of 6%.

The metal prices and exchange rate assumptions are in line with consensus figures and AMC considers them to be reasonable.

All dollars are real: no escalation or inflation has been applied.

All dollars are undiscounted, unless stated as discounted or otherwise implied by the calculation (such as net present value). All discounting is to 1 January 2017.

The schedule shows calendar years starting 2017 for the purpose of concise reporting. However, the schedule includes all Mineral Reserves as at 30 September 2016: it has not been depleted for the period 30 September 2016 to 1 January 2017. As such, the schedule start date is more correctly expressed as 1 October 2016.

Production, cost, revenue, and economic data Table 22.1 contains a summary of the key production physicals, costs, revenue, and economics.

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Table 22.1 Production, cost, revenue, and economic data

Description Unit Total mine 2017 2018 2019 2020 2021 2022 2023 2024 Underground physicals Mill feed mined kt 552 278 150 125 – – – – – Development km 6.7 4.9 1.8 – – – – – – Waste mined kt 414 341 73 – – – – – – Open pit physicals Mill feed mined kt 1,565 55 790 720 – – – – – Pre-strip waste kt 3,975 3,975 – – – – – – – Waste mined kt 12,261 1,136 7,444 3,680 – – – – – Total waste mined kt 16,236 5,111 7,444 3,680 – – – – – Total material movement kt 17,801 5,166 8,235 4,400 – – – – – Strip ratio t:t 10 93 9 5 – – – – – Milling physicals Mill feed treated kt 2,450 665 940 845 – – – – – Grade g/t 2.4 2.5 2.2 2.6 – – – – – Recovery % 91% 86% 92% 93% – – – – – Ounces gold produced koz 172 46 60 66 – – – – – Ounces silver produced koz – – – – – – – – – Revenue Gold price US$/oz 1,287 1,250 1,300 1,300 – – – – – Silver price US$/oz – – – – – – – – – Total revenue US$m 221 57 78 86 – – – – – Costs operating Royalties US$m 6 1 2 3 – – – – – Mining (UGA and stockpiles) US$m 49 21 20 9 – – – – – Mining (OPB) US$m 60 8 32 21 – – – – – Processing US$m 37 11 14 12 – – – – – General and administration US$m 8 3 3 2 – – – – – Perth and Toronto Office US$m – – – – – – – – – Total operating cost US$m 162 44 71 46 – – – – – Operating cost/oz US$/oz 941 965 1,181 704 – – – – – Costs sustaining capital Sustaining capital (UG) US$m – – – – – – – – – Sustaining capital (UG development) US$m 9 8 1 – – – – – – Sustaining capital (OP) US$m 0 – – 0 – – – – – Mill sustaining capital US$m 2 1 1 – – – – – – Other sustaining capital US$m – – – – – – – – – Total sustaining capital cost US$m 11 9 2 0 – – – – – All-in sustaining costs/oz US$/oz 1,006 1,163 1,212 708 – – – – – Costs project and expansion Development/expansion capital (o/p) US$m 12 12 – – – – – – – Costs closure Closure costs US$m 24 – – – 4 5 5 5 4 Salvage US$m –4 – – – – –1 –1 –2 – Working capital Working capital changes US$m – – – – – – – – – Economic summary Operating costs US$m 162 44 71 46 – – – – – Sustaining capital costs US$m 11 9 2 0 – – – – – Project capital costs US$m 12 12 – – – – – – – Closure costs US$m 20 – – – 4 4 4 4 4 Working capital changes US$m – – – – – – – – – Total costs US$m 204 65 73 47 4 4 4 4 4 Revenue US$m 221 57 78 86 – – – – – Pre-tax cash flow US$m 17 –8 5 39 –4 –4 –4 –4 –4 Estimated tax payable US$m 1 – – 1 – – – – – After-tax cash flow US$m 16 –8 5 38 –4 –4 –4 –4 –4 A Plutonic Underground. B Hermes Open Pit.

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Economic sensitivity Table 22.2 shows the NPV sensitivity to gold price (or gold grade) and total costs. The values of 0% are the base-case assumptions presented in Section 22. The costs are total costs: including project capital (Hermes Open Pit capital), all-in sustaining costs, royalties, and closure costs.

Using the assumptions discussed, a positive cash flow from the operation is sensitive to the assumptions: a 10% reduction in gold price (or gold grade), or a 10% increase in costs would lead to a negative NPV. Conversely, a 10% increase in gold price or a 10% reduction in costs might lead to relatively higher NPV’s.

The NPV is only slightly more sensitive to gold price than costs. This is because Plutonic Gold Mine is a low-margin operation where the head grade is not significantly higher than the cut-off grade.

Other sensitivities significant to the project are discussed in Section 24.1.

Table 22.2 NPV sensitivity to total costs and gold price (or gold grade)

Total cost sensitivity NPV (US$ millions) –20% –10% 0% 10% 20% –20% $13 –$5 –$23 –$40 –$59 –10% $32 $15 –$3 –$21 –$39 Gold price or grade sensitivity 0% $51 $33 $15 –$3 –$21 10% $66 $48 $29 $11 –$8 20% $81 $62 $43 $24 $5

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23 Adjacent properties Plutonic Gold Mine The Plutonic Gold Mine is located in the south-western extremity of the Plutonic Marymia Greenstone Belt, which extends over 70 km strike length and averages 20 km in width. Because of its remote location, the Plutonic Marymia Greenstone Belt escaped the attention of the gold prospectors in the late nineteenth and early twentieth centuries, and remained unknown until 1986, when stream sediment sampling revealed gold mineralization at Plutonic Gold Mine in the south-western part of the Belt. By 2010, Plutonic Gold Mine ranked as the sixth largest gold camp in Western Australia with an estimated total endowment of 12.2 Moz of gold (Fallon et al., 2010) (Table 23.1).

Table 23.1 Production periods and indicative production figures for selected gold mines in Western Australia

Modern-era Annual Estimated total Historical Commenced Production Mine (post-1985) production production activity production period discovery (oz Au) (oz Au) Kalgoorlie Golden MileA  1893 123 632,000 53,000,000 Norseman (to 2013)  1935 78 24,000 6,000,000 Telfer 1977 39 462,000 6,000,000 Agnew 1980 36 237,000 2,500,000 Paddington 1985 31 190,000 3,500,000 Kundana   1985 31 210,000 1,750,000 Boddington  1987 29 794,000 5,700,000 Kanowna Belle  1993 23 96,000 5,300,000 Plutonic  1990 26 65,000 5,500,000 Jundee  1995 21 210,000 6,000,000 Granny Smith  1996 20 301,000 4,500,000 Sunrise Dam  1998 18 214,000 5,000,000 Gwalia  1997 19 267,000 1,200,000 Higginsville  1997 19 91,000 750,000 Darlot   1998 18 78,400 2,000,000 Red October  1999 17 56,000 750,000 St Ives  2000 16 372,000 5,500,000 Paulsens  2004 12 81,000 700,000 A includes 16 Moz Au from Super Pit from 1989.

The closest active adjacent property to Plutonic Gold Mine is the Sandfire Resources NL (Sandfire) DeGrussa copper operation, lying approximately 30 km to the south-west. Construction and development of the project was completed in 2012, with initial open-pit mining completed in April 2013, and the mine is now underground- focused. The mine has a total open-pit and underground Mineral Resource21 of 7.8 Mt grading 5.7% copper and 2.1 g/t of gold for contained metal of 443,000 t copper and 536,000 oz of gold with an Ore Reserve22 of 8.0 Mt grading 4.4% copper and 1.7 g/t of gold for contained metal of 353,000 t copper and 441,000 oz of gold as reported by Sandfire in an Australian Securities Exchange (ASX) announcement on 28 November 201623. The Qualified Person has been unable to verify this information and the information is not indicative of the mineralization held by Plutonic Gold Operations.

The closest active gold mine is the Andy Well mine, which located 120 km due south-west from Plutonic Gold Mine. The mine has total Mineral Reserves of 1.003 Mt grading 6.6 g/t Au for 212,000 oz Au as reported by Doray Minerals Ltd in an ASX announcement on 28 September 201624. The qualified person has been unable

21 As defined by the JORC Code. 22 As defined by the JORC Code. 23 Sandfire Resources NL 2016, Annual General Meeting, Opportunity Redefined, presentation dated 28 November 2016, 29 pp., available , viewed 27 December 2016. 24 Doray Minerals Ltd 2016, Annual Resource and Reserve Statement, ASX announcement dated 28 Septeber 2016, 36 pp., available viewed 15 December 2016.

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to verify this information and the information is not necessarily indicative of the mineralization held by Plutonic Gold Operations.

The historically mined Plutonic Marymia Greenstone Belt extends in a north-easterly direction from the Plutonic Gold Mine tenements. This is an adjacent property in which Billabong has no commercial interest. However, the Company owns miscellaneous licence L52/054, which transects the northern half of the Belt (Figure 23.1).

Production from the Marymia section of the Plutonic Marymia Greenstone Belt (Figure 23.1) amounts to approximately 682,000 gold ounces as reported by Dampier Gold Limited in an ASX announcement on 28 August 201225. The Qualified Person has been unable to verify this information and the information is not necessarily indicative of the mineralization held by Plutonic Gold Operations.

There are no gold processing facilities within a 120 km radius of Plutonic Gold Mine.

Figure 23.1 Adjacent prospects in the Plutonic Marymia Greenstone Belt

Hermes Apart from the Hermes deposits, there are also a number of other exploration targets closely associated with this mineralization trend, including Radar, Hot Lips, and Burns within the Hermes Project area. Other exploration targets possibly related to this mineralization trend within the adjoining Bryah JV project include Troy, Henry-Border, Jones, Pelorus, Seaborg, Central bore, Faust, and Flamel.

Nearby gold deposits include the Wilgeena resource (Coxhell, 2012), which is situated within the Bryah JV project, and the Peak Hill deposits are located within the Metals-X Peak Hill project, adjacent to the Bryah JV project. These targets and nearby deposits are shown in the plan in Figure 7.3. The Qualified Person has been unable to verify this information and the information is not necessarily indicative of the mineralization held by Plutonic Gold Operations.

25 Dampier Gold Limited 2012, Trident Resources Grows by 52,500 oz, ASX announcement dated 28 August 2012, 28 pp., available , viewed 15 December 2016.

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24 Other relevant data and information Introduction This section reports the results of a preliminary economic assessment (PEA) carried out on extensions to the Plutonic Underground; neither the Hermes Open Pit or the Plutonic stockpiles form part of the PEA. The PEA is discrete from and exclusive of the Mineral Reserves, and the costs and revenue associated with mining of the Mineral Reserves.

The PEA is preliminary in nature and this section reports the results of studies that are based on Mineral Resources that include both Indicated and Inferred Mineral Resources; the studies are therefore conceptual in nature. Mineral Resources are not Mineral Reserves and do not have demonstrated economic viability. Further, Inferred Mineral Resources are considered too speculative geologically to have the economic considerations applied to them that would enable them to be categorized as Mineral Reserves. There is no certainty that the following LOM schedules and economic assessments will be realized.

The Inferred Resources considered in the PEA include depth extensions and stand-alone areas of potential development that do not currently meet the hurdle of conversion to Mineral Reserves due to a lack of geological and grade information that could support a conversion to Indicated Resources. Some of the Mineral Resources require additional capital expenditure to provide underground drill access to increase the geological confidence. The PEA includes a provision for capital development to access and develop the Mineral Resources.

There is a potentially significant economic impact that might result from realization of this PEA. While there is no certainty that the LOM schedules and economic assessments included in this section will be realized, Plutonic Underground has a long history of successfully converting Mineral Resources directly into mine production.

The successful conversion of Mineral Resources into Mineral Reserves or directly into production is understood to be a continuing objective of Plutonic Gold Operations to attempt to meet or exceed the PEA schedules. There is no certainty that this will be realized and determination of the value of Plutonic Gold Operations might be based on a LOM schedule different from the PEA.

Plutonic Underground Historical performance Plutonic Underground, like many underground mining operations, has the capability for generation of potential feed for the mill from material not included in Mineral Reserves through drilling evaluation and normal operations. This requires a flexible mine plan but, historically at Plutonic Underground, the material milled, and not in Mineral Reserves at the inception of any given plan, has been significant.

As an indication of the historical significance of production from material not in Mineral Reserves in the Plutonic Underground:  Historical reconciliation over the last 10 years shows that annual gold production has been sourced from: between 50% and 60% from the mine plan (being primarily Mineral Reserves), approximately 30% from converting Mineral Resources directly into production, and the remainder from converting previously unclassified material directly into production.  In 2011, only 28% of the production tonnage and 36% of the contained gold came from the mining of Mineral Reserves, the remainder of the production was from outside of the Mineral Reserves.  Between 1 July 2016 and 1 October 2016, only 56% of the tonnage and 75% of the contained gold came from the mining of Mineral Reserves, the remainder of the production was from material outside the Mineral Reserve.

As more mining occurs and areas have greater amounts of information and increasing depletion, it is likely that the proportion of production from material not in Mineral Reserves will decrease.

LOM plans for underground mining operations might include material not in Mineral Reserves because Mineral Reserves generally require significant amounts of diamond drilling in advance of production, but often the diamond drilling can only happen in a limited time period prior to that production. This limited time period might be because of access restrictions, geological complexity, or limited resources. Plutonic Underground has all

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of these constraints on diamond drilling for Mineral Reserve conversion, and therefore has an internal LOM containing substantial amounts of material outside the Mineral Reserve, and this forms the basis of the PEA projection for underground mining.

Basis of the PEA All economic and unit cost assumptions included in the PEA are the same as presented elsewhere in this report (see Section 21.2, 22.3, and 22.4).

The PEA is not supported by designs and schedules of these designs. It is a spreadsheet plan based on historical factors and site experience applied to the Mineral Resources. It has been created by:  There are no development designs supporting the PEA, however, capital development is required to establish access to the Mineral Resources included in the PEA. This capital development will include new declines and inclines.  Estimating the potential production tonnes and grade of additional material based on the remaining Indicated Mineral Resources and total Inferred Mineral Resources and applying conversion rates considered to be reasonable based on historical conversion rates of Mineral Resources to Mineral Reserves. There are a number of discrete areas within the Plutonic Underground Mineral Resource that form part of the PEA including Zone 19 Baltic Extension, and Plutonic East UG and Area 4 UG (see Table 14.2). A significant amount of capital development will potentially be required to access the Mineral Resources included in the PEA: estimates for the potential costs of the capital development are included in the PEA.  Scheduling the derived potential tonnes and grade at production rates considered to be sustainable.  Scheduling quantities of physical activities (e.g. development metres) based on historical factors (e.g. development metres per tonne of ore).  Estimating costs based on the amount of activity required with unit costs based on recent actual unit costs (e.g. $ per tonne of mill feed).  Cutting the plan off at five years.

PEA tonnes and grade Plutonic Underground Mineral Resources as shown in Table 14.2 include:  Indicated Mineral Resources of 3,500 kt at 5.5 g/t Au for 620 koz of contained gold, inclusive of Mineral Reserves. The Mineral Reserves are 550 kt at 4.6 g/t Au for 82 koz of contained gold. Therefore, the approximate Indicated Mineral Resources exclusive of Mineral Reserves are 2,900 kt at 5.6 g/t for 538 koz (tonnes and grade for Indicated Mineral Resources exclusive of Mineral Reserves are approximate only as the calculation ignores the dilution tonnes in the Mineral Reserves).  Inferred Mineral Resources of 5,200 kt at 4.4 g/t Au for 750 koz of contained gold.

The PEA contains 2,200 kt at 4.2 g/t Au for a total of 300 koz contained gold. Comparing the PEA to the Indicated and Inferred Mineral Resources:  Has 27% of the tonnes and 23% of the ounces (at a lower average grade in part due to the absence of dilution in the Mineral Resources) of the total Indicated and Inferred Mineral Resources.  Has 76% of the tonnes and 56% of the ounces and at a lower average grade (in part due to the absence of dilution in the Mineral Resources), compared only to the Indicated Mineral Resource.

Figure 24.1 and Figure 24.2 show the production schedule for the PEA. Although there is no certainty that the PEA will be realized, the PEA indicates production potentially continuing for five years if there is reasonable success in converting Indicated and Inferred Mineral Resources into production.

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Figure 24.1 Plutonic Underground PEA mill feed production schedule

1,000 5.0

900 4.5

800 4.0

700 3.5 Mineral Resource Tonnes included in PEA

600 3.0 Mineral Resource Grade included in PEA

500 2.5

400 2.0

300 1.5 Mineral Mineral Resource Tonnes in the PEA('000s)

200 1.0 Mineral Mineral Resource in PEA Mined Grade (Au g/t)

100 0.5

- - 2017 2018 2019 2020 2021 Calendar Year

Note: Mineral Resources that are not Mineral Reserves do not have demonstrated economic viability.

Figure 24.2 PEA annual production schedule: mill feed and recovered gold ounces

150

140

130 Plutonic Undeground PEA Mill Feed Ounces 120

110 Plutonic Undeground PEA Mill Recovered Ounces 100

90

80

70

60 Gold Gold Ounces (koz) 50

40

30

20

10

- 2017 2018 2019 2020 2021 Calendar Year

Note: Mineral Resources that are not Mineral Reserves do not have demonstrated economic viability.

PEA recovery methods, infrastructure, and environment The recovery methods and anticipated metallurgical recoveries are as described in Section 17.

The infrastructure is as described in Section 18, the only substantial difference being that additional tailings dam lifts would be required to process the additional mill feed. The PEA includes the additional costs of constructing the extra tailings dam lifts.

No additional environmental disturbance is anticipated, and there would not be expected to be any increase in total closure costs.

PEA cost and economics PEA costs A summary of the PEA capital and operating cost estimates is shown in Table 24.1. The capital costs shown in Table 24.1 are for capital development to establish underground access.

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Table 24.1 PEA capital and operating cost estimates

PEA PEA Total site costs PEA total PEA total PEA total PEA total PEA total operating operating (pre-tax) operating capital cost unit cost unit cost unit cost unit cost US$/t US$/t US$/oz US$/oz Units US$m US$m US$m ROM ROM recovered recovered Plutonic Underground 177 23 200 80 90 680 769 Processing and TSF 32 1 33 14 15 121 126 General, administration, and infrastructure 7 – 7 3 3 28 28 Royalties 12 – 12 5 5 45 45 Total (excluding closure) 228 24 252 103 114 875 969 Closure – – – – – – –

Figure 24.3 shows the PEA costs per year and the PEA mill-recovered gold ounces. The figure includes a line showing the total cost per ounce inclusive of capital development costs (US$ per gold ounce mill recovered).

Figure 24.3 PEA site-wide costs and recovered gold ounces per year

150 $1,500 PEA Ounces (mill recovered) 140 $1,400

130 Total cost per ounce including capital development $1,300

120 $1,200

110 $1,100

100 $1,000

90 $900

80 $800

70 $700

60 $600

50 $500

40 $400 PEA mill recovered PEAmill recovered ounces per (koz)year 30 63 $300 52 59 51 PEA Costs per mill recovered ounces (US$ /ounce) 20 35 $200 10 $100

0 - 2017 2018 2019 2020 2021 Calendar Year

PEA economic analysis The PEA uses the same economic assumptions, inclusions, and exclusions indicated in Sections 22.3 and 22.4. The following are not included in the economic analysis (consistent with the assumptions in Section 22): sunk costs, purchase price, interest payments, or existing debt.

Based on these assumptions the PEA indicates:  Cumulative gross cashflow of US$85 million.  Cumulative net cashflow of US$57 million.  Net present value (NPV at 6%) of US$50 million (after-tax).

Figure 24.4 shows the PEA costs and revenue. The costs are inclusive of operating costs, capital costs, and royalties.

Figure 24.5 shows the net cashflow per year and the cumulative net cashflow (undiscounted).

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Figure 24.4 PEA costs and revenue

$90 Tax payable $80

Cost: Royalties $70

$60 Cost: General, admin and infra

$50 Cost: Processing and TSF

$40

Cost: Plutonic underground

$30 (opex) US$ US$ Millions (undiscounted)

Cost: Plutonic underground $20 capital access development

$10 Revenue

- 2017 2018 2019 2020 2021 2022 2023 2024 Calendar Year

Figure 24.5 PEA net cashflow and cumulative net cashflow (undiscounted)

$100

$90

$80

$70 Cashflow (after tax)

$60 Cumulative cashflow (after tax)

$50

$40

$30

$20 US$ US$ Millions (undiscounted)

$10

- 2017 2018 2019 2020 2021 2022 2023 2024 -$10

-$20 Calendar Year

Note: Cashflows shown are net of costs including capital costs for development, operating costs, taxes, and royalties.

Table 24.2 contains a summary of the key production physicals, costs, revenue, and economics for the PEA. Note the PEA is preliminary in nature, it includes both Indicated and 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 Mineral Reserves, and there is no certainty that the PEA will be realized.

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Table 24.2 PEA production, cost, revenue, and economic data

Description Unit Total mine 2017 2018 2019 2020 2021 2022 2023 2024 Underground physicals Mill feed mined kt 2,216 339 443 475 524 435 – – – Development km 18 0.5 3.6 5.4 5.3 3.1 – – – Waste mined kt 1,139 – 267 343 337 192 – – – Open pit physicals Mill feed mined kt – – – – – – – – – Pre-strip waste kt – – – – – – – – – Waste mined kt – – – – – – – – – Total waste mined kt – – – – – – – – – Total material movement kt – – – – – – – – – Strip ratio t:t – – – – – – – – – Milling physicals Mill feed treated kt 2,216 339 409 510 524 435 – – – Grade g/t Au 4.2 3.7 4.6 4.1 4.3 4.2 – – – Recovery % 87% 87% 87% 87% 87% 87% – – – Ounces gold produced koz 260 35 52 59 63 51 – – – Ounces silver produced koz – – – – – – – – – Revenue Gold price US$/oz $1,293 $1,250 $1,300 $1,300 $1,300 $1,300 – – – Silver price US$/oz – – – – – – – – – Total revenue US$m $337 $44 $68 $77 $82 $67 – – – Costs operating Royalties US$m $12 $1 $2 $2 $4 $3 – – – Mining (UGA and stockpiles) US$m $177 $24 $26 $38 $47 $42 – – – Mining (OPB) US$m – – – – – – – – – Processing US$m $32 $3 $5 $7 $9 $8 – – – General and administration US$m $7 $0 $0 $1 $3 $3 – – – Perth and Toronto Office US$m – – – – – – – – – Total operating cost US$m $228 $28 $34 $48 $62 $56 – – – Operating cost/oz recovered US$/oz $875 $799 $649 $814 $986 $1,089 – – – Costs capital Capital (UG access development) US$m $23 $2 $6 $7 $5 $3 – – – Capital (OP) US$m – – – – – – – – – Mill capital US$m $1 – – $1 $1 – – – – Other capital US$m – – – – – – – – – Total capital cost US$m $24 $2 $6 $7 $6 $3 – – – Total costs/oz recovered US$/oz $969 $842 $774 $940 $1,078 $1,150 – – – Costs closure Closure costs US$m – – – – – – – – – Salvage US$m – – – – – – – – – Working capital Working capital changes US$m – – – – – – – – – Economic summary Operating costs US$m $228 $28 $34 $48 $62 $56 – – – Capital costs US$m $24 $2 $6 $7 $6 $3 – – – Closure costs US$m – – – – – – – – – Working capital changes US$m – – – – – – – – – Total costs US$m $252 $30 $40 $56 $68 $59 – – – Revenue US$m $337 $44 $68 $77 $82 $67 – – – Pre-tax cash flow US$m $85 $14 $28 $21 $14 $8 – – – Estimated tax payable US$m $28 $5 $8 $15 $1 – – – – After-tax cash flow US$m $57 $9 $20 $7 $13 $8 – – – A Plutonic Underground. B Hermes Open Pit.

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PEA economic sensitivities Table 24.3 shows the NPV sensitivity to gold price (or gold grade) and total costs for the PEA. The values of 0% are the base-case assumptions presented in Section 22.3 and 22.4 The costs are total costs: including capital development costs and royalties.

The PEA NPV is slightly more sensitive to costs than gold price (or gold grade).

Table 24.3 PEA NPV sensitivity to total costs and gold price (or gold grade)

Total cost sensitivity NPV (US$ millions) –20% –10% 0% 10% 20% –20% $57 $36 $15 –$6 –$27 –10% $76 $54 $32 $10 –$12 Gold price or grade sensitivity 0% $96 $73 $50 $27 $4 10% $118 $94 $70 $47 $23 20% $140 $115 $90 $66 $41

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25 Interpretation and conclusions Plutonic Gold Mine Based on the review of the available information, the author concludes the following, in no particular order of perceived importance:  Billabong is the 100% beneficial owner of the Plutonic Gold Mine.  Legal ownership is pending the Office of State Revenue’s transfer tax assessment and, thereafter, DMP title transfer.  Underground operations are ongoing as at the end of October 2016.  Current mining produces at an average of 5,700 oz Au recovered per month (68,400 oz Au for the period November 2015 to October 2016.  There are 11 separate Mineral Resource domains.  Drilling and sampling procedures, sample preparation, and assay protocols are currently conducted in agreement with industry good practice. Drilling and assay information was available from the previous owner of the property and is assumed to be to a similar standard.  Digital data verification of the drillhole collars, surveys, and assays was not completed due to the size and age of the data. The data as provided continues to be acted upon to generate the ongoing mining operations.  The modelling methodology for the majority of the Plutonic Gold Mine resources is not typical industry practice. AMC has commented on the details in the summary section of the Mineral Resource chapter. Globally, the methodology is defensible but in detail might not represent local variability. Mine planning and grade control practises refine the global model to better predict grade distributions at a stope scale.  The geological understanding is excellent due to history of mining and investigation. However, understanding how and why it occurs does not necessarily help to predict where it occurs in detail. Thus, previously reported Measured Resources have been globally reported as Indicated Resources in this report.  Bulk density is well-understood from mining the material for many years and application of a global density value is appropriate.  Exploration potential for Plutonic Underground is present in a number of locations, most importantly in the Timor area, where faulted extensions of the mineralization are being sought. Timor has provided the highest-grade material for production, and to find an extension of material at that grade would fundamentally change the current outlook for the mine production profile.

Hermes Based on the review of the available information, the author concludes the following, in no particular order of perceived importance:  The Hermes Gold Project is currently held 100% by Billabong.  The Hermes mineralization is likely hosted primarily by the Archaean Marymia Inlier near its southern contact with the Proterozoic Bryah Basin.  Mineralization is currently defined in 88 domains, all of which range from oxide to fresh material. Around these domains is a waste sediment/amphibolite host that contains anomalous gold values.  Drilling and sampling procedures, sample preparation, and assay protocols are currently conducted in agreement with industry good practice. Drilling and assay information was available from the previous owner of the property and is assumed to be to a similar standard.  Digital data verification of the drillhole collars, surveys, assays, and core and drillhole logs indicates that the data is reliable.  The mineralization model for Hermes has been constructed using industry standard practices.  The geological understanding is sufficient to support the resource estimation.  At a gold cut-off grade of 1.0 g/t Au for all mineralized material, the block model contains an Indicated Resource of 3.7 Mt at 2.2 g/t Au for about 260 koz contained gold and an Inferred Mineral Resource of 610 Mt at 2.5 g/t Au for about 49 koz contained gold.

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 The bulk density values used to determine the tonnages was validated and updated from analysing data obtained from diamond drilling into the deposit.  The ore zones, although appearing to be closed-off to the north and south at Trapper, Klinger, and Blake, are open at depth. Additional potential to the north and south of Hawkeye and Winchester is also present and further detailed drilling in those areas is likely to result in additional tonnes.

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26 Recommendations Exploration programme The objectives of the exploration programmes are to increase the resource base and convert resources to mining reserves by targeting areas from both underground and from surface.

An annual expenditure of approximately US$7.4 million is envisaged for 2017. Subject to results, this amount might be varied as required. It is anticipated that, from 2018 onwards, the level of exploration expenditure will average approximately US$3.7 million per annum.

A proportion of the exploration budget will be used for increasing Inferred Resources (extensions to known resources distal to the current mine area.

The exploration programme is divided into three main sections:  In-mine exploration: — Within the Plutonic Gold Mine system and targeted from underground access points.  Near-mine exploration: — In the vicinity of Plutonic Gold Mine and targeted from surface access points.  Regional exploration: — Distant from the Plutonic Gold Mine and targeted from surface access points.

The planned initial exploration programme budgets are summarized in Table 26.1 below. Dependent on results, these programmes might be either expanded or modified.

Table 26.1 2017 exploration plan budget

Areas Plutonic Gold Mine Hermes Bryah Basin Total Caribbean, Generative, Unit cost Timor Resource Targets Baltic resource US$ Extension drilling Extension drilling Drilling (diamond) US$133.20/m US$3,297,000 US$1,279,000 – – US$4,575,000 Drilling (RC) US$33.30/m – – US$333,000 US$167,000 US$500,000 Assays US$18.50/sample US$46,000 US$18,000 US$148,000 US$130,000 US$341,000 Tenement rents – US$253,000 – US$62,000 US$104,000 US$419,000 Overheads – US$1,003,000 US$389,000 US$148,000 US$85,000 US$1,625,000 Total – US$4,588,000 US$1,702,000 US$688,000 US$488,000 US$7,400,000 Original budget in A$, totals might not sum due to conversion.

Mineral Resource estimation A complete review of the current resource estimation methodology is recommended to determine a less-complicated methodology that maintains the understanding of the geological and grade uncertainties, but also takes into account the significant proportion of material in resource that lies adjacent to existing workings and development. The differences between the Mineral Resource models and the grade control models should be streamlined to allow the detailed information to flow back from the grade control to the Mineral Resource model. The historical resource classification methodology utilized is not appropriate, especially for Measured Resource classifications. Further work is recommended to rationalize and document well-informed parts of the estimates, and to then match that up with the likelihood of potential economic extraction. Subject to that review, some proportions of the Indicated Resource classified material might be appropriately redefined as Measured Resource.

Mineral Reserve estimation AMC has not observed any fatal flaws related to Mineral Reserves and the recommendations relate to progressive improvement possibilities.

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Based on the review of the available information, the author recommends the following, in no particular order of perceived importance:  Baltic Extension stope tonnes and grade have been estimated from designs using multiple four-point shapes and post-design factors to emulate a more selective mining method. This is a reasonable design method, but it can lead to some issues in practicality of the mining shape and have some impact on the estimated tonnes and grade. AMC recommends that the Baltic Extension be redesigned using six-point or eight-point stope shapes running sublevel to sublevel: this is possible using more-advanced software.  Consideration be given to how Baltic Extension below 580 level can be drilled to improve the geological confidence of this Inferred Mineral Resource and potentially increase the Mineral Reserve.  The existing planning process—from Mineral Resource through to production—is complex and might benefit from a review of how it can be simplified while still honoring the geological complexity and constantly expanding knowledge base.  If there is exploration success in identifying mining zones that can produce at tonnage rates that exceed the mill capacity, consideration should be given to re-evaluating the cut-off grade to optimize the economic outcomes.  Consideration should be given to reinstigating the process of reconciliation of Mineral Resources to Mineral Reserves. This might help improve the process of grade estimation.  Consideration should be given to tracking the proportion of declared ore mined sourced from Mineral Resources and Mineral Reserves. Future public reports might benefit from this in explaining production from non-Mineral Reserve material.

Mining methods AMC has not observed any fatal flaws related to mining methods and the recommendations relate to progressive improvement possibilities.

Based on the review of the available information, the author recommends the following, in no particular order of perceived importance:  Baltic Extension requires further studies and testwork on the stress conditions and how they might impact on the mine design, sequence, and schedule.  The Baltic Extension design currently has the second egress raise designed in an exhaust airway. Consideration should be given to placing this in an intake airway.  Consideration should be given to identifying additional potential mill feed sources for the period from April 2017 to December 2017: this might include the potential to expedite Hermes Open Pit production, production from non-Mineral Reserve material in the Plutonic Underground, other historical low-grade stockpile that might exist, or toll treatment of ore from other sites.

Capital and operating costs AMC has not observed any fatal flaws related to cost estimate and the recommendations relate to progressive improvement possibilities.

Based on the review of the available information, the author recommends the following, in no particular order of perceived importance:  Plutonic Gold Operations was supported by the previous owners’ corporate personnel in a number of functions including resource estimation, reserves estimation, public reporting, and human relations. Billabong will need to either develop these services internally or use contractors and consultants to continue to support the site personnel.  The closure costs include US$4.1 million in salvage value. In AMC’s experience, salvage values can be optimistic. Further work should be done to improve understanding of the potential salvage values at the end of mine life.  The QP has reviewed the Hermes mine closure plan and recommends that the Hermes closure cost estimate is re-evaluated as part of further studies.  Additions have been made to the closure costs for Plutonic Gold Operations human resources obligations at the end of the mine life (US$2.7 million): these additional costs are approximations only and should be considered further as part of a future review of the mine closure plan.

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Economic analysis Assuming the Mineral Reserve only scenario, the mine is highly sensitive to metal price and costs. Under this scenario, even minor increases in estimated costs or decreases in metal price make the mine uneconomic. Also, the mine generates negative cash flow in 2017 as Hermes Open pit and Baltic Extension are being developed. Continued success in converting non-Mineral Reserve material into production has the potential to reduce the sensitivity of the mine to negative changes in metal price and costs.

Based on the review of the available information, the author recommends the following:  Further work is required to establish the tax implications for the operation. AMC understands from conversations with Billabong personnel that a process is in place to address this issue.

Other relevant data and information The PEA discussed in Section 24 is supported by a LOM plan based on historical factors and site experience applied to the Mineral Resources: it is not supported by designs and schedules of designs. The author recommends that the PEA be progressively improved by:  Creating contingency designs for the Mineral Resources as they are currently understood.  Evaluating the potential economics of the discrete zones.  Prioritizing the Mineral Resources for improvement in geological confidence.  Using the above designs and economics to improve the basis of the data supporting the PEA.

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27 References Alchemy Resources Limited, 2009. Alchemy commences drilling at Three Rivers gold project. ASX announcement. 6 May 2009. http://www.alchemyresources.com.au/images/pdf/ASX%20Releases/2009/Alchemy%20Comme nces%20Drilling%20at%20Three%20Rivers%20Gold%20Project.pdf, accessed 8 November 2016.

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Alchemy Resources Limited, 2013. Environmental & conservation management plan, Bryah Basin Project. August 2013. Report submitted to Government of Western Australia, Department of Parks and Wildlife.

Bagas L., 1999, Early tectonic history of the Marymia Inlier and correlation with Archaen Yilgarn Craton, Western Australia, Australian Journal of Earth Sciences, 115-125.

Coombes, J. 2009. Plutonic: Combining drilling and face sample data and Estimation considerations for the Plutonic Orebody. Internal technical report for Barrick Gold Corporation. Unpublished dated 16 June 2009.

Coxhell S., 2011. Alchemy Resources Limited Hermes Gold Project –Resource Estimation Report. CoxRocks Pty Ltd (unpublished Alchemy internal report September 2011).

Coxhell S., 2012. Alchemy Resources Limited Hermes Gold Project – Updated Resource Estimation Report. CoxRocks Pty Ltd (unpublished Alchemy internal report issued September 2012).

Dampier Gold Limited 2012, Trident Resources Grows by 52,500 oz, ASX announcement dated 28 August 2012, 28 pp., available , viewed 15 December 2016.

Doray Minerals Ltd 2016, Annual Resource and Reserve Statement, ASX announcement dated 28 Septeber 2016, 36 pp., available viewed 15 December 2016.

Fallon, M., Porwal, A. and Guj, P. 2010, Prospectivity analysis of the Plutonic Marymia Greenstone Belt, Western Australia. Ore Geology Reviews 38 (2010) 208-218

Gazley, M F, Duclaux, G, Fisher, L A, de Beer, S, Smith, P, Taylor, M, Swanson, R, Hough, R M and Cleverley, J, 2012. Improving geological and metallurgical understanding of Plutonic Gold Mine, Western Australia, using 3-D visualisation of portable X-ray fluorescence data, Transactions of the Institutions of Mining and Metallurgy, Applied Earth Science, 120:B88-B96.

Gazley, M.F., Tutt, C.M., Latham, A.R., Duclaux, G., Fisher, L.A., Taylor, M.D., de Beer, S.J. and Atkinson, K., 2013. Objective geological logging using geochemical multi-element data – Plutonic Gold Mine, Western Australia. World Gold Conference – Brisbane Queensland. September 2013. Extended abstracts.

Golder, 2015. Hermes Gold Project Geotechnical Assessment. Golder Associates Pty Ltd (unpublished Northern Star internal report).

Kimber, T and Gonda, Z,. 2016. Report Report for the site identification and work programme clearance heritage surveys of the Hermes Project Area, conducted by the Nharnuwangga Wajarri and Ngarlawangga Traditional Owners and Terra Rosa Consulting and prepared for Northern Star Resources Limited. Internal report for Northern Star Limited, January 2016.

Northern Star Resources Limited, 2015, “JORC Technical Report for Resource Estimation of the Hermes Gold Project, Trapper, Hawkeye and Trapper West Deposits, Western Australia”, unpublished internal document.

Northern Star Resources Limited 2016, “Sale and Purchase Agreement Plutonic Gold Operations”, 82 pp. unpublished confidential report.

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Optiro Pty Ltd, 2015, Plutonic Mineral Resource – estimation process review. Internal report to Northern Star Resources Limited April 2015.

Outhwaite M., 2013. Bryah Project Gold Review. Jigsaw Geoscience Pty Ltd (unpublished Alchemy internal report).

Roscoe Postle Associates Inc., 2012. Technical Report on the Plutonic Gold Mine, Western Australia, Australia. Internal report to Barrick Gold Corporation pp 146.

Sandfire Resources NL, 2016. DeGrussa mine plan, Mineral Resource and Ore Reserve update – Maiden C5 ore reserve and updated mine plan cements mine life to 2021. ASX announcement 14 April 2016. http://www.sandfire.com.au/images/14_April_2016_-_DeGrussa_Mine_Plan_Mineral_Resource_and_Ore_ Reserve_Update.pdf. Accessed 8 November 2016.

Sebbag M., 2003. Project Review of Three Rivers Project Area. Barrick Gold of Australia (unpublished Barrick internal report).

Western Australian Department of Minerals and Petroleum 2016, Tenements - Current (Live and Pending), Statewide Spatial Datasets > Mineral information > Tenements - Current (Live and Pending), available , viewed 21 December 2016.

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Plutonic Gold Mine Mineral Resources and Mineral Reserves Superior Gold Inc. 316042

Appendix A Certificate of Qualified Person

amcconsultants.com Appendix A - 1

AMC Consultants Pty Ltd ABN 58 008 129 164

Level 21, 179 Turbot Street BRISBANE QLD 4000 AUSTRALIA T +61 7 3230 9000 F +61 7 3230 9090 E [email protected]

CERTIFICATE OF AUTHOR

I, Roderick David Carlson, BSc, MSc., of Brisbane, Queensland, Australia, do hereby certify that:

1 I am currently employed as a Principal Consultant with AMC Consultants Pty Ltd with an office at Level 21, 179 Turbot Street, Brisbane, Queensland, Australia; 2 This certificate applies to the technical report titled “Technical Report (Amended), Plutonic Mineral Resources and Mineral Reserves”, with an effective date of 30 September 2016, (the “Technical Report”) prepared for Superior Gold Inc. (“the Issuer”); 3 I am a graduate of University of Canberra in Canberra, Australia (Bachelors of Science (Geology) in 1987) and University of Western Australia (Masters of Science (Ore Deposit Geology and Evaluation in 1998). I am a member and registered professional geologist in good standing of the Australian Institute of Geoscientist (License #10,122), and a member of the Australasian Institute of Mining and Metallurgy. I have experience in sampling, QA/QC, resource estimation and Archaean Gold deposit styles. I have read the definition of "qualified person" set out in National Instrument 43-101 (NI 43-101) and certify that by reason of my education, affiliation with a professional association (as defined in NI 43-101) and past relevant work experience, I fulfil the requirements to be a "qualified person" for the purposes of NI 43-101; 4 I have visited the Plutonic Gold Mine from 27 October 2016 for one day; 5 I am responsible for Sections 2 through 12, 14, 20, and 23, and parts of 1, and 24 through 27 of the Technical Report; 6 I am independent of the Issuer and related companies applying all of the tests in Section 1.5 of the NI 43-101; 7 I have not had prior involvement with the property that is the subject of the Technical Report; 8 I have read NI 43-101, and the Technical Report has been prepared in compliance with NI 43-101 and Form 43-101F1; 9 As of the effective date of the Technical Report and the date of this certificate, to the best of my knowledge, information and belief, this Technical Report contains all scientific and technical information that is required to be disclosed to make the Technical Report not misleading.

Effective Date: 30 September 2016 Signing Date: 13 February 2017

Roderick Carlson, BSc, MSc, MAIG, MAusIMM

ADELAIDE BRISBANE PERTH TORONTO VANCOUVER SINGAPORE MAIDENHEAD +61 8 8201 1800 +61 7 3230 9000 +61 3 8601 3300 +61 8 6330 1100 +1 416 640 1212 +1 604 669 0044 +65 8620 9268 +44 1628 778 256 www.amcconsultants.com AMC Consultants Pty Ltd ABN 58 008 129 164

Level 21, 179 Turbot Street BRISBANE QLD 4000 AUSTRALIA T +61 7 3230 9000 F +61 7 3230 9090 E [email protected]

CERTIFICATE OF AUTHOR

I, Daniel Kahler, FAusIMM CP(Min), RPEQ, of Brisbane, Queensland, Australia do hereby certify that:

1 I am currently employed as a Principal Consultant with AMC Consultants Pty Ltd with an office at Level 21, 179 Turbot Street, Brisbane, Queensland, Australia; 2 This certificate applies to the technical report titled “Technical Report (Amended), Plutonic Mineral Resources and Mineral Reserves”, with an effective date of 30 September 2016, (the “Technical Report”) prepared for Superior Gold Inc. (“the Issuer”); 3 I am a graduate of University of Queensland in Brisbane, Queensland, Australia (Bachelor of Engineering) in 1996 and I am a member and fellow in good standing of the Australasian Institute of Mining and Metallurgy (Member #111431), and a Registered Professional Engineer of Queensland (No. 10952). I have worked as a mining engineer continuously for a total of 20 years. I have performed studies across all stages of a mine life, including mineral reserves estimation, design, scheduling, cost estimation, and economic analysis. I have worked across a wide variety of commodities including precious metals. I have worked in operations that use mining methods similar to those used at Plutonic Gold Mine. I have read the definition of "qualified person" set out in National Instrument 43-101 (NI 43-101) and certify that by reason of my education, affiliation with a professional association (as defined in NI 43-101) and past relevant work experience, I fulfil the requirements to be a "qualified person" for the purposes of NI 43-101; 4 I have visited the Plutonic Gold Mine on 27 October 2016 for one day; 5 I am responsible for Sections 13, 17, 18, 19, 21, and 22, and parts of 1, 15, 16, 24, and 26 through 27 of the Technical Report; 6 I am independent of the Issuer and related companies applying all of the tests in Section 1.5 of the NI 43-101; 7 I have not had prior involvement with the property that is the subject of the Technical Report; 8 I have read NI 43-101, and the Technical Report has been prepared in compliance with NI 43-101 and Form 43-101F1; 9 As of the effective date of the Technical Report and the date of this certificate, to the best of my knowledge, information and belief, this Technical Report contains all scientific and technical information that is required to be disclosed to make the Technical Report not misleading.

Effective Date: 30 September 2016 Signing Date: 13 February 2017

Daniel Kahler, FAusIMM (CP)

ADELAIDE BRISBANE MELBOURNE PERTH TORONTO VANCOUVER SINGAPORE MAIDENHEAD +61 8 8201 1800 +61 7 3230 9000 +61 3 8601 3300 +61 8 6330 1100 +1 416 640 1212 +1 604 669 0044 +65 8620 9268 +44 1628 778 256 www.amcconsultants.com AMC Consultants Pty Ltd ABN 58 008 129 164

Level 21, 179 Turbot Street BRISBANE QLD 4000 AUSTRALIA T +61 7 3230 9000 F +61 7 3230 9090 E [email protected]

CERTIFICATE OF AUTHOR

I, Glen Williamson, MAusIMM CP(Min), RPEQ, of Perth, Queensland, Australia do hereby certify that:

1 I am currently employed as a Principal Mining Engineer with AMC Consultants Pty Ltd with an office at 1/1100 Hay Street, West Perth, Australia; 2 This certificate applies to the technical report titled “Technical Report (Amended), Plutonic Mineral Resources and Mineral Reserves”, with an effective date of 30 September 2016, (the “Technical Report”) prepared for Superior Gold Inc. (“the Issuer”); 3 I am a graduate of The University of Queensland in Brisbane, Australia (Bachelors of Engineering (Hons) in 1982). I am a member in good standing of the Australasian Institute of Mining and Metallurgy (Member #106019), and a Registered Professional Engineer of Queensland (No. 12286). I have experience working as a mining engineer continuously for a total of 33 years. I have performed mineral reserves estimation and mine planning on numerous precious metals deposits, including working at six gold mines for two companies over five years, and worked for eight companies in seven countries as an external consultant over the last five years; I have read the definition of "qualified person" set out in National Instrument 43-101 (NI 43-101) and certify that by reason of my education, affiliation with a professional association (as defined in NI 43-101) and past relevant work experience, I fulfil the requirements to be a "qualified person" for the purposes of NI 43-101. 4 I have not visited the Hermes open-pit project site as it is a greenfields development with no infrastructure or development and I am familiar with the area after working at the nearby Horseshoe Lights Gold Mine from 1988–1991 and having visited the Plutonic Gold Mine in 1991; 5 I am responsible for parts of Sections 1, 15, 16, 24, and 26 through 27 of the Technical Report; 6 I am independent of the Issuer and related companies applying all of the tests in Section 1.5 of the NI 43-101; 7 I have not had prior involvement with the property that is the subject of the Technical Report; except as listed above under item 4 above; 8 I have read NI 43-101, and the Technical Report has been prepared in compliance with NI 43-101 and Form 43-101F1; 9 As of the effective date of the Technical Report and the date of this certificate, to the best of my knowledge, information and belief, this Technical Report contains all scientific and technical information that is required to be disclosed to make the Technical Report not misleading.

Effective Date: 30 September 2016 Signing Date: 13 February 2017

Glen Williamson, MAusIMM CP(Min), RPEQ

ADELAIDE BRISBANE MELBOURNE PERTH TORONTO VANCOUVER SINGAPORE MAIDENHEAD +61 8 8201 1800 +61 7 3230 9000 +61 3 8601 3300 +61 8 6330 1100 +1 416 640 1212 +1 604 669 0044 +65 8620 9268 +44 1628 778 256 www.amcconsultants.com Plutonic Gold Mine Mineral Resources and Mineral Reserves Superior Gold Inc. 316042

Our offices Australia Adelaide Brisbane Level 1, 4 Greenhill Road Level 21, 179 Turbot Street Wayville SA 5034 Australia Brisbane Qld 4000 Australia T +61 8 8201 1800 T +61 7 3230 9000 E [email protected] E [email protected] Melbourne Perth Level 19, 114 William Street Level 1, 1100 Hay Street Melbourne Vic 3000 Australia West Perth WA 6005 Australia T +61 3 8601 3300 T +61 8 6330 1100 E [email protected] E [email protected] Canada Toronto Vancouver Suite 300, 90 Adelaide Street West Suite 202, 200 Granville Street Toronto, Ontario M5H 3V9 Canada Vancouver BC V6C 1S4 Canada T +1 416 640 1212 T +1 604 669 0044 E [email protected] E [email protected] Singapore United Kingdom Singapore Maidenhead Registered Office Registered in England and Wales 16 Raffles Quay, #33-03 Hong Leong Building Company No. 3688365 Singapore 048581 Level 7, Nicholsons House T +65 8620 9268 Nicholsons Walk, Maidenhead E [email protected] Berkshire SL6 1LD United Kingdom T +44 1628 778 256 E [email protected] Registered Office: Ground Floor, Unit 501 Centennial Park Centennial Avenue Elstree, Borehamwood Hertfordshire, WD6 3FG United Kingdom

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