Indian Pacific Resources Limited Prepared in Accordance with the Prospectus Rules

This document comprises a prospectus relating to Indian Pacific Resources Limited prepared in accordance with the Prospectus Rules. This document has been approved by the FCA in accordance with Part VI of the Financial Services and LR2.2.10(2)(a) Markets Act 2000 and has been filed with the FCA and made available to the public in accordance with Rule 3.2 of the Prospectus Rules.

Applications have been made to the UK Listing Authority and the London Stock Exchange for all of the Ordinary Shares to be admitted to the standard segment of the Official List and to trading on the London Stock Exchange's Main Market for listed securities, LR2.2.9(1) A.3.6.1 respectively. Admission to trading on the Main Market constitutes admission to trading on a UK regulated market. It is expected that LR2.2.3 Admission will become effective and that unconditional dealings in the Ordinary Shares will commence on [●] 2017. Dealings on the London Stock Exchange before Admission will only be settled if Admission takes place. All dealings before the commencement of unconditional dealings will be of no effect if Admission does not take place and such dealings will be at the sole risk of the parties concerned.

The Company and each of the Directors, whose names appear on page [38] of this document, accept responsibility for the information contained in this document. To the best of the knowledge of the Company and the Directors (who have taken all reasonable care to A.1.1.1 ensure that such is the case), the information contained in this document is in accordance with the facts and does not omit anything A.1.1.2 A.3.1.1 likely to affect the import of such information. A.3.1.2

Prospective investors should read this document in its entirety. In particular, your attention is drawn to Part 2 of this document, “Risk Factors” for a discussion of the risks that might affect the value of your shareholding in the Company. Prospective investors should be aware that an investment in the Company involves a degree of risk and that, if certain of the risks described in this document occur, investors may find their investment materially adversely affected. Accordingly, an investment in the Ordinary Shares is only suitable for investors who are particularly knowledgeable in investment matters and who are able to bear the loss of the whole or part of their investment.

Indian Pacific Resources Limited A.1.5.1.1

(Incorporated in Australia and registered in Victoria with ACN 139 847 555) LR2.2.1(1)

Placing of up [●] Ordinary Shares at a price of [●] per share

and

Admission to the Official List (by way of a Standard Listing under Chapter 14 of the Listing Rules) and to trading on the London Stock Exchange's Main Market for listed securities of [●] Ordinary Shares

Panmure Gordon & Co A.3.5.4.1

Bookrunner

The Ordinary Shares have not been, and will not be, registered under the United States Securities Act of 1933, or under the securities laws or with any securities regulatory authority of any state or other jurisdiction of the United States or of any province or territory of Australia, Canada, the Republic of South Africa or Japan. Securities may not be offered or sold in the United States absent: (i) registration under the US Securities Act; or (ii) an available exemption from registration under the US Securities Act. The Ordinary Shares have not been and will not be offered or sold in the United States, Australia, Canada, the Republic of South Africa or Japan or to or for the account or benefit of any person resident in the United States, Australia, Canada, the Republic of South Africa or Japan and this document does not constitute an offer to sell or a solicitation of an offer to purchase or subscribe for Ordinary Shares in such jurisdictions or in any jurisdiction in which such offer or solicitation is unlawful or would impose any unfulfilled registration, publication or approval requirements on the Company.

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The distribution of this document and the offer, sale and/or issue of Ordinary Shares in certain jurisdictions may be restricted by law. No action has been or will be taken by the Company, the Directors or the Bookrunner to permit a public offer or sale of Ordinary Shares in any A.3.5.4.1 jurisdiction or possession or distribution of this document (or any other offering or publicity material or application form relating to the Ordinary Shares) in any jurisdiction, other than in the UK. Persons into whose possession this document comes are required by the Company, the Directors and the Bookrunner to inform themselves about and to observe any such restrictions. This document does not constitute or form part of an offer to sell, or the solicitation of an offer to buy, Ordinary Shares to any person in any jurisdiction to whom or in which such offer or solicitation is unlawful. Accordingly, neither this document, nor any advertisement, nor any other offering material may be distributed or published in any jurisdiction except under circumstance that will result in compliance with any applicable law and regulations.

Application has been made for the Ordinary Shares to be admitted to the standard segment of the Official List. A Standard Listing affords investors in the Company a lower level of regulatory protection than that afforded to investors in companies whose securities are A.3.6.1 admitted to the premium segment of the Official List, which are subject to additional obligations under the Listing Rules.

It should be noted that the UK Listing Authority will not have the authority to (and will not) monitor the Company's compliance with any of the Listing Rules or those aspects of the Disclosure and Transparency Rules which the Company has indicated herein that it intends to comply with on a voluntary basis, nor to impose sanctions in respect of any failure by the Company to so comply.

Without prejudice to any obligation of the Company to publish a supplementary prospectus pursuant to section 87G of FSMA or Rule 3.4 of the Prospectus Rules, the publication of this document does not create any implication that there has been no change in the affairs of the Group since, or that the information contained herein is correct at any time subsequent to, the date of this document. Notwithstanding any reference herein to the Company's website, the information on the Company's website does not form part of this document.

The Bookrunner is authorised and regulated in the UK by the FCA. The Bookrunner is acting exclusively for the Company and for no other person in connection with Admission and will not regard any other person (whether or not a recipient of this document) as its client in relation to Admission and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to Admission or any transaction or arrangement referred to in this document.

The Bookrunner and/or any of its respective affiliates may have engaged in transactions with, and provided various investment banking, financial advisory and other services for the Company, for which they would have received customary fees. The Bookrunner and/or any of its respective affiliates may provide such services to the Company and any of its respective affiliates in the future.

Apart from the responsibilities and liabilities, if any, which may be imposed on the Bookrunner by FSMA, or the regulatory regime established thereunder, or under the regulatory regime of any other jurisdiction where exclusion of liability under the relevant regulatory regime would be illegal, void or unenforceable, the Bookrunner does not accept any responsibility whatsoever, and makes no representation or warranty, express or implied, for the contents of this document, including its accuracy or completeness, or for any other statement made or purported to be made by it, or on behalf of it, the Company or any other person in connection with the Company or the Ordinary Shares and nothing contained in this document is or shall be relied upon as a promise or representation in this respect, whether as to the past or future. The Bookrunner accordingly disclaims all and any responsibility or liability whether arising in tort, contract or otherwise (save as referred to above) which it may otherwise have in respect of this document or any such statement.

Company's website

Information contained on the Company's website or the contents of any website accessible from hyperlinks on the Company's website are not incorporated into and do not form any part of this document.

INTERPRETATION

Certain terms used in this Prospectus are defined in Part 16 of this document, 'Definitions'.

References to the singular in this document shall include the plural and vice versa, where the context so requires. References to sections or Parts are to sections or Parts of this document. All references to time in this document are to London time unless otherwise stated.

Dated: [●] 2017

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TABLE OF CONTENTS

PART 1 – SUMMARY 4

PART 2 – RISK FACTORS 15

PART 3 – FORWARD LOOKING STATEMENTS AND PRESENTATION OF FINANCIAL AND OTHER INFORMATION 30

PART 4 – CONSEQUENCES OF A STANDARD LISTING 35

PART 5 – EXPECTED TIMETABLE OF PRINCIPAL EVENTS 37

PART 6 – DIRECTORS, SECRETARY, REGISTERED AND HEAD OFFICE AND ADVISERS 38

PART 7 – INFORMATION ON THE GROUP 40

PART 8 – THE FUNDRAISING 50

PART 9 – DIRECTORS AND CORPORATE GOVERNANCE 58

PART 10 – MADAGASCAR OVERVIEW AND REGULATORY FRAMEWORK 62

PART 11 – IRON ORE INDUSTRY OVERVIEW 76

PART 12 – OPERATING AND FINANCIAL REVIEW 83

PART 13 – SECTION A: ACCOUNTANT'S REPORT ON THE FINANCIAL INFORMATION OF INDIAN PACIFIC RESOURCES 87

PART 13 – SECTION B: HISTORICAL FINANCIAL INFORMATION ON INDIAN PACIFIC RESOURCES LIMITED 89

PART 14 – TAXATION 121

PART 15 – ADDITIONAL INFORMATION 126

PART 16 – DEFINITIONS 167

PART 17 – GLOSSARY OF TECHNICAL TERMS 172

PART 18 – COMPETENT PERSON'S REPORT 173

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PART 1 – SUMMARY

Summaries are made up of disclosure requirements known as “Elements”. These elements are numbered in Sections A – E (A.1 – E.7).

This summary contains all the Elements required to be included in a summary for this type of security and issuer. Because some Elements are not required to be addressed, there may be gaps in the numbering sequence of the Elements.

Even though an Element may be required to be inserted in the summary because of the type of security and issuer, it is possible that no relevant information can be given regarding the Element. In this case, a short description of the Element is included in the summary with the mention of “not applicable”

SECTION A – Introduction and warnings

Element Disclosure Disclosure requirement

A.1 Introduction This summary must be read as an introduction to the Prospectus. Any decision to invest in Ordinary Shares should be based on consideration of the Prospectus as a whole by the investor. Where a claim relating to the information contained in the Prospectus is brought before a court, the plaintiff investor might, under the national legislation of the Member States, have to bear the costs of translating the Prospectus before the legal proceedings are initiated. Civil liability attaches only to those persons who have tabled the summary, including any translation thereof, but only if the summary is misleading, inaccurate or inconsistent when read together with other parts of the Prospectus or it does not provide, when read together with the other parts of the Prospectus, key information in order to aid investors when considering whether to invest in such securities.

A.2 Consent for Not applicable. The Company has not given its consent to the use of this intermediaries document for the resale or final placement of Ordinary Shares by financial intermediaries.

SECTION B – Issuer

Element Disclosure Disclosure requirement

B.1 Legal and Indian Pacific Resources Limited A.1. commercial 5.1.1

name

A.1.5. B.2 Domicile/ legal The Company was incorporated and registered in Australia under the 1.2 A.1.5. form/ legislation/ provisions of the Corporations Act on 6 October 2009 with ACN 139 847 1.3 country of 555. The Company is domiciled in Australia. A.1.5. 1.4 incorporation A.3. 4.2 LR2.2. 1(1)

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B.3 Current The Company is a mining company engaged in the exploration and A.1. operations/ development of the Bekisopa Project, the Tratramarina Project and the 6.1.1 principal Ambodilafa Project, iron ore deposits in Madagascar. activities and markets The Company's principal assets, the Bekisopa Permits and its interests in the Tratramarina Permits, are held through the Company's subsidiaries, IOCM and UEM, each companies incorporated in Madagascar with company registration numbers 2004B00486 and 2005B00334 respectively.

The Company's other key asset, the Ambodilafa Farm-in Agreement, sets out the Company's contractual right to exploit the Ambodilafa Permits held by MRM, a company incorporated in Madagascar with company registration number 2004B00228 and wholly owned by Jubilee Platinum plc.

B.4a Significant recent The most significant recent trends affecting the Company and the iron ore A.1.12. 1 trends industry are as follows: A.1.12. 2  The iron ore market is still likely to be in a surplus in 2017, but the magnitude of this surplus is reducing.

 Steel production is effectively the exclusive demand driver for iron ore, with 98 per cent. of global demand represented by steelmaking.

 China is the largest iron ore importer globally by a significant margin. As a result, iron ore and steel demand is highly sensitive to infrastructure and property investments in China.

 Iron ore prices reached a peak of US$180/tonne (62% Fe, CFR north China) in early 2008 before falling significantly during the global financial crisis.

 More recently, iron ore prices rose in the latter part of 2016 although have fallen sharply again in the second quarter of 2017. Current pricing is approximately US [●] /tonne (62% Fe, CFR north China.

 The transport cost of delivering the ore to the port can be a considerable proportion against the selling price.

B.5 Group structure The Company is the parent company of the Group. It has two wholly owned A.1.7.1 A.1.7.2 subsidiaries, Malagasy Holdings (Tratramarina) Pty Ltd and Malagasy Holdings (Bekisopa) Pty Ltd.

Malagasy Holdings (Tratramarina) Pty Ltd has a wholly owned subsidiary, UEM, which holds interests in the Tratramarina Permits.

Malagasy Holdings (Bekisopa) Pty Ltd owns 75 per cent. of IOCM, which is the owner of the Bekisopa Permits.

B.6 Major As at the Last Practicable Date, the Company is aware of the following A.1. 18.1 Shareholders Shareholders that, directly or indirectly, hold interests in three per cent. or more of the Company's share capital or voting rights:

Name of Shareholder % of the share capital

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Pacific Road Capital Management GP II1 22.01

Baker Steel Resources Trust 9.59

John Madden2 4.39

Caithness Resources Pty Ltd 3.11

Pacific Road Capital II Pty Ltd1 3.08

Sergei Stetsenko 3.00

Douglas Wu 3.00

1Pacific Road Capital Management GP II and Pacific Road Capital II Pty Ltd are general partner and trustee, respectively, of Pacific Road Resources Fund II LP.

2John Madden holds shares in his own name (2,085,785, being 1.25 per cent.) and through JMJW Super Pty Ltd (5,236,502, being 3.14 per cent.).

There are no differences between the voting rights enjoyed by the A.1. Shareholders described above and those enjoyed by the holders of 18.2 Ordinary Shares generally.

B.7 Selected Summary statement of financial position A.1. 9.1 historical The audited, consolidated financial information included in this element A.1. financial 20.4.1 information B.7 was prepared in accordance with IFRS. A.3.10 .2 Summarised below are the audited, consolidated balance sheets of the A.1. Group as at 31 December 2014, 31 December 2015 and 31 December 20.5.1 2016:

Audited Audited Audited as at as at as at 31 31 31 December December December 2014 2015 2016 $ $ $ Exploration and evaluation 2,588,861 2,702,801 2,795,468 Non-current assets 2,588,861 2,702,801 2,795,468

Cash and cash equivalents 36,902 264,017 393,242 Receivables 1,475 6,082 15,996 Other 41,157 2,992 2,873 Current assets 79,534 273,091 412,111 Total assets 2,668,395 2,975,892 3,207,579

Contributed equity 13,576,522 14,874,472 15,334,474 Reserves - (28,337) (64,063) Accumulated losses (12,063,170) (12,177,509) (12,506,350) Equity attributable to shareholders of the 1,513,352 2,668,626 2,764,061 Company Equity attributable to non-controlling interests (5,314) 29,427 33,071 Total equity 1,508,038 2,698,053 2,797,132

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Payables 65,627 35,485 128,099 Provisions 104,218 15,871 20,243 Other 361,537 - - Current liabilities 531,382 51,356 148,342

Borrowings 425,000 - 25,000 Other 203,975 226,483 237,105 Non-current liabilities 628,975 226,483 262,105 Total equity and liabilities 2,668,395 2,975,892 3,207,579

Summary comprehensive income statements

Summarised below are the audited, consolidated income statements of the Group for the three years ended 31 December 2016:

Audited Audited Audited Year Year Year ended ended ended 31 December 31 December 31 December 2014 2015 2016 $ $ $

Total revenue and other income 3,904 39,763 44,985

Administrative expenses 1,369,840 114,470 371,720 Exploration expenditure - 57,136 - Exchange fluctuation 19,052 26,951 1,503 Total expenditure 1,388,892 198,557 373,223

Finance expense 489,114 12,203 9,119 Loss before taxation (1,874,102) (170,997) (337,357) Taxation - - - Total comprehensive loss (1,874,102) (170,997) (337,357)

Comprehensive loss attributable to: Non-controlling interest (3,663) (1,679) (8,516) Shareholders of the Company (1,870,439) (169,318) (328,841) Total comprehensive loss (1,874,102) (170,997) (337,357)

Summary cash flow statements

A.1. Summarised below are the audited, consolidated cash flow statements of 10.2 the Group for the three years ended 31 December 2016:

Audited Audited Audited Year Year Year ended ended ended 31 31 31 December December December 2014 2015 2016 $ $ $ Net loss before tax (1,874,102) (170,997) (337,357)

Exchange and provisions 47,958 (74,029) 5,875 fluctuations Impairment 251,995 - - Finance costs 468,750 12,160 9,119 Proceeds of disposal of - (37,070) (36,094) tenements - 144,225 90,002 Share-based payments (397) 33,559 (9,795)

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(Increase) / decrease in 336,446 (386,777) 117,614 receivables (Decrease) / increase in payables

Net cash used in operating (769,350) (478,929) (160,636) activities

Cash flows from investing - 37,070 36,094 activities (28,313) - Investment in subsidiary (635,998) (31,400) - Exploration and evaluation (128,393) expenditure

Net cash from investing (664,311) 5,670 (92,299) activities

Proceeds from share issue 582,244 609,175 370,000 Equity raising costs - (450) - Proceeds from borrowings 425,000 116,000 - Non-controlling interests - (24,380) 12,160 Net cash from financing 1,007,244 700,345 382,160 activities Net cash increase/(decrease) (426,417) 227,086 129,225

Cash brought forward 482,371 36,902 264,017 Exchange fluctuation (19,052) Cash carried forward 36,902 264,017 393,242

A.1. 9.1 A.1. Operating and financial review 9.2.1 A.1. 10.3 During the year ended 31 December 2014, the Group did not record any revenue from trading activities. Other income of $3,904 arose from interest earned on short-term deposits. Administrative expenses of $1,369,840 comprised of employee and contractor costs totalling $915,936, impairment costs of $251,995 and other administrative costs of $201,909. Finance costs of $489,114 were incurred in the year relating to [●]. In the year, there were 13 employees, of whom 10 were technical and operations employees. The impairment cost related to the carrying value of acquisition costs of the Tratramarina and Ambodilafa Projects. In this period, the Group raised $582,244 through the issue of Ordinary Shares to [●]. The Group entered into a loan arrangement with Pacific Road entities (comprising Pacific Road Capital II Pty Limited as trustee for the Pacific Road Resources Fund II and Pacific Road Management GP II Limited as general partner of Pacific Road Resources Fund II, L.P provided the Company). Under the terms of the loan arrangement, the Company was given capacity by the Pacific Road entities to drawdown 5 tranches of $100,000 each less 4% for borrowing costs. In the year the Group drew down on 4 tranches.

During the year ended 31 December 2015, the Group did not record any revenue from trading activities. Other income of $39,763 comprised $37,070 from the sale of tenements and $2,693 from interest earned on short-term deposits. Administrative expenses of $114,470 comprised employee and contractor costs of $87,226 and other administrative costs of $27,244. An additional $57,136 was expensed on exploration expenditure. Finance costs of $12,203 were incurred in the year relating to [●]. In the year, there were 11 employees, of whom 7 were technical and operations employees. In this period, the Group raised $609,175 through the issue of

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Ordinary Shares to [●]. In addition, the Group raised a further $116,000 of borrowings.

During the year ended 31 December 2016, the Group did not record any revenue from trading activities. Other income of $44,303 arose from proceeds from sale of further tenements and interest earned on short-term deposits. Administrative expenses of $371,720 comprised of employee and contractor costs of $296,714 and other administrative costs of $75,006. Finance costs of $9,119 were incurred in the year relating to [●]. In the year, there were 5 employees, of whom 3 were technical and operations employees. In this period, the Group raised $370,000 through the issue of Ordinary Shares to [●].

During the three-year period ended 2016, the Group adopted a care-and- maintenance strategy, including a significant reduction in employee numbers and closure of the Group's Melbourne office. Such a strategy was implemented between February 2015 and March 2015 to ensure the Group remained financially viable during the downturn in the global commodities market. The Group made exploration staff in both Australia and Madagascar redundant, closed its Australian office and significantly reduced its liabilities.

Subsequent to 31 December 2016, the Company issued 1,800,000 fully paid Ordinary Shares to Directors in lieu of services for the period 1 April 2015 to 30 November 2016. In addition, the Company received $65,000 pursuant to the Westridge equity raising initiative and issued 6,500,000 fully paid Ordinary Shares to sophisticated investors secured by Westridge. A further 46,000,000 Ordinary Shares were issued to various parties as part of the pre-IPO fundraising pursuant to the Westridge Equity Heads of Agreement.

Other than the significant changes set out above, there have been no other significant changes in the financial condition or operating results of the Group in either the three-year period ended 31 December 2016 or subsequent thereto.

B.8 Selected key pro Not applicable; this document does not contain pro forma financial A.1. forma financial information. 20.2

information

B.9 Profit forecast Not applicable; this document does not contain profit forecasts or A.1. 13.1 estimates. A.1. 20.4.1 B.10 Description of the nature of any qualifications in the audit report on the historical financial information

B.11 Working capital Not applicable; the Company is of the opinion that, taking into account the A.3. explanation net proceeds from the Fundraising, the working capital available to the 3.1

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Group is sufficient for the Group's present requirements, that is for at least the 12 months from the date of this document.

SECTION C – Securities

Element Disclosure Disclosure requirement

C.1 Type and class of The securities being admitted to trading are the Ordinary Shares of the A.1. the securities Company, which have no par value. The ISIN of the Ordinary Shares is [●]. 21.1.1 A.3. admitted to The Company will trade under the symbol "[●]". 4.1 trading

C.2 Currency of the Following Admission the price of the Ordinary Shares will be quoted on the A.3. 4.4 securities issue London Stock Exchange in pounds sterling.

C.3 Issued share On Admission, the Company will have an issued share capital of [●] fully LR2.2. capital paid Ordinary Shares, which have no par value. 4(2)

C.4 Rights attaching At a general meeting of the Company on a show of hands, every member A.1. 21.2.3 to the securities present in person or by proxy, attorney or corporate representative has one A.3. vote and upon a poll, every member present in person, or by proxy, 4.5 attorney or corporate representative has one vote for every share held by them.

The Ordinary Shares rank equally for dividends declared and for any distributions on a winding-up.

The Ordinary Shares rank equally in the right to receive a relative proportion of the Company's assets upon dissolution.

C.5 Restrictions on The Ordinary Shares are freely transferable and there are no restrictions on A.1. 21.2.3 free transfer. A.3. transferability of 4.8 the securities

C.6 Admission to Application has been made to the UK Listing Authority and the London A.3. 6.1 trading Stock Exchange for all of the Ordinary Shares to be admitted to the standard segment of the Official List and to trading on the London Stock LR2.2. 9(1) Exchange's Main Market for listed securities. It is expected that Admission will become effective and that unconditional dealings will commence at 8.00 a.m. on [●] 2017.

C.7 Dividend policy The Company has never declared or paid any dividends on the Ordinary A.1. Shares. Any decision to declare and pay dividends will be made at the 20.7 A.1. discretion of the Board and will depend on, among other things, the Group's 20.7.1 A.3. results of operations, financial condition, solvency and such other factors 4.5 that the Board may consider relevant.

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SECTION D – RISK

Element Disclosure Disclosure requirement

A.1.4 D.1 Key risks  The Group is currently at an early stage of development and has yet to A.3.2 specific to the commence operations at the Projects. The Group has no income other Company or its than cash balances which decline over time as they are utilised on industry exploration and evaluation programmes. Losses are likely to occur in the near future and there can be no assurance that the Group will be profitable in the future.

 The Group's only assets and potential future sources of income are the Projects, any adverse development affecting the Projects or the Permits would have a material adverse effect on the Group.

 Wardell Armstrong is of the opinion that the Projects have demonstrated the presence of iron and the potential exists for significant Mineral Resources to be developed, however this potential cannot be easily quantified to the level of confidence required for the reporting of a Mineral Resource estimate under the JORC Code.

 The Company’s rights to the 3757 Permit (which forms part of the Beksiopa Project), the Tratramarina West Permits (which together form part of the Tratramarina Project) and the Ambodilfa Permits (which together form the Ambodilafa Project) are contractual. If there was ever any dispute as to the relevant contractual terms, enforcement of title to the relevant Permits may therefore involve having to enforce contractual arrangements through the relevant courts which could be time consuming and incur greater costs than if the relevant Permits were held directly by the Group.

 In the case of the 3757 Permit and the Tratramarina West Permits, the Group holds all beneficial rights and the right to be registered as the legal holder of the permits. The BCMM has recently commenced the process of addressing the renewal, transformation and transfer of permits that were subject to a moratorium from 2008 to 2014. The Company does not know when the BCMM will complete this processand therefore cannot say when it will be the registered holder of those Permits.

 Most of the Permits are in the process of being renewed. Due to the political crisis that affected Madagascar between 2009-2013, the BCMM has only been operating a limited service largely limited to collection of annual fees in respect of mining permits. Since October 2016 the BCMM began accepting and processing applications for renewals of mining permits. Given the considerable general backlog of applications no firm date for issue of any renewed permits is being given by the BCMM. Whilst the Company believes the renewed Permits will be issued in the coming months, if any of the relevant Permits were not renewed for any reason this would have a material adverse effect on

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the Group's business, results of operations and financial condition.

 The Group's revenues, profitability and future rate of growth will depend substantially on the prevailing market price of iron ore, which has historically been subject to a high degree of volatility.

 The eventual profitability of the Projects' operations will depend to a large degree on the market price of commodities and on exchange rates. Iron ore prices are subject to significant fluctuation and are affected by a number of factors which are beyond the control of the Group.

 China is the largest iron ore importer globally by a significant margin. As a result, iron ore and steel demand is highly sensitive to infrastructure and property investments in China.

D.2 Key risks  External perceptions of the jurisdiction in which the Group operates with A.1.4 specific to the respect to political and economic instability may have an adverse effect A.3.2 securities on the market value of securities of issuers operating in that jurisdiction, including the Ordinary Shares.

 The market price of the Ordinary Shares could be negatively affected by sales or an additional offering of substantial numbers of Ordinary Shares in the public market, or the perception or any announcement that such sales or an additional offering could occur.

 The issuance of additional Ordinary Shares in connection with convertible equity securities, any share incentive or share option plan or otherwise may dilute all other shareholdings and their voting interest.

 The market price for the Ordinary Shares may be volatile and subject to wide fluctuations in response to numerous factors, many of which are beyond the Group's control. Financial markets have experienced significant price and volume fluctuations in the last several years that have particularly affected the market price of equity securities of companies and that have, in many cases, been unrelated to the operating performance, underlying asset values or prospects of such companies.

 Any decision to pay dividends on the Ordinary Shares will be made at the discretion of the Board and will depend on, among other things, the Group's results of operations, financial condition, solvency and such other factors as the Board consider relevant and will be subject to the ability of the Company's subsidiaries to pay dividends/make distributions to the Company. Accordingly, the Company cannot guarantee its ability to pay dividends in the future.

 The Ordinary Shares have not been registered in the United States under the Securities Act or any other applicable securities laws and are subject to restrictions on transfer contained in such laws, which may make it difficult to resell the Ordinary Shares.

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SECTION E – Fundraising

Element Disclosure Disclosure requirement

E.1 Net proceeds/ The net proceeds of the Fundraising, taking into account expenses of A.3. 3.4 estimate of US$[●] million (£[●] million) directly related to Admission, are expected to be A.3. expenses US$[●] million (£[●] million). 8.1

E.2 Reasons for the The Company proposes to use the net proceeds of the Fundraising for the A.3. 3.4 1 Fundraising/use following work programme . of proceeds/net amount of Project Budget Estimate (USD) proceeds Bekisopa 962,010

Tratramarina 485,135

Ambodilafa 872,010

Total 2,319,156

The remaining proceeds from the Fundraising will be applied for working capital and general corporate purposes.

E.3 Terms and The Fundraising will be made at the Placing Price. The Fundraising is only A.3. 4.3 conditions of the available to investors who can make certain warranties and A.3.5. Fundraising representations as to their status as an investor. An investor applying for 1.1 Placing Shares in the Fundraising may elect to receive the Ordinary Shares in dematerialised form if such investor is a system-member in relation to CREST. For foreign securities, such as the Ordinary Shares, to be transferred and settled through CREST they need to be in the form of Depositary Interests. Where applicable, definitive certificates in respect of the Ordinary Shares are expected to be dispatched by post to the relevant holders no later than [●] 2017.

The Fundraising is conditional on, inter alia:

 Admission having become effective at or before 8.00 a.m. on [●] 2017 or such later time and date as the Company and the Bookrunner may agree (not being later than 8.00 a.m. on [●] 2017); and

 the Placing Agreement becoming wholly unconditional (save as to Admission) and not having been terminated in accordance with its terms at any time prior to Admission.

The Directors and the Bookrunner have the discretion not to proceed with the Fundraising if each of the above conditions have not been met. If the Fundraising (and consequently Admission) does not proceed, any monies received under the Fundraising will be returned to applicants without interest and Admission will not occur.

1 For the full work programme, see Appendices 1, 2 and 3, of the CPR.

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E.4 Interests material Not applicable; there are no interests, known to the Company, material to A.3. to the issue/ Admission or which are conflicting interests. 3.3 conflicting interests

E.5 Name of the The Company, the Directors and the Bookrunner have entered into the A.1.22 A.3. offeror/lock-up Placing Agreement pursuant to which the Directors have agreed that they 7.3 agreements will not, and that they will procure that their connected persons and nominees will not, dispose of any Ordinary Shares held by them for a period of 180 days from the date of Admission.

E.6 Dilution The Placing Shares issued pursuant to the Fundraising will represent [●] A.3. 9.1 per cent. of the total number of Ordinary Shares in issue on Admission.

E.7 Estimated Nil. expenses charged to the investor

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PART 2 – RISK FACTORS

The Group’s business, financial condition or results of operations could be materially and A.1.4 adversely affected by the risks described below. In such cases, the market price of the A.3.2 Ordinary Shares may decline due to any of these risks and investors may lose all or part of their investment. The Company considers the following risks to be the material risks for potential investors in the Company, but the risks listed do not necessarily comprise all those associated with an investment in the Company.

Any investment in the Ordinary Shares may not be suitable for all recipients of this document and is subject to a high degree of risk. Prior to investing in the Ordinary Shares, prospective investors should carefully consider the risks and uncertainties associated with any investment in the Ordinary Shares, the Group’s business and the industry in which it operates, together with all other information contained in this Prospectus, including, in particular, the risk factors described below. Any of the risks described below, as well as other risks and uncertainties discussed in this Prospectus, could have a material adverse effect on the Group’s business and could therefore have a negative effect on the trading price of the Ordinary Shares. Prospective investors should note that the risks relating to the Group, its industry and the Ordinary Shares summarised in Part 1 of this document, 'Summary' are the risks that the Company believes to be the most essential to an assessment by a prospective investor of whether to consider an investment in the Ordinary Shares. However, as the risks which the Group faces relate to events and depend on circumstances that may or may not occur in the future, prospective investors should consider not only the information on the key risks summarised in Part 1 of this document, 'Summary' but also, among other things, the risks and uncertainties described below.

The following factors do not purport to be a complete list or explanation of all the risk factors involved in investing in the Ordinary Shares and should be used as guidance only. The factors listed under a single heading may not provide a comprehensive view of all risks relevant to the subject to which the heading relates. Additional risks and uncertainties that are not currently known to the Group, or that it currently deems immaterial, may individually or cumulatively also have an adverse effect on the Group’s business, results of operations, financial condition and prospects. In particular, the Group’s performance might be affected by changes in market and/or economic conditions and in legal, regulatory and tax requirements. If such changes were to occur, the price of the Ordinary Shares may decline and investors could lose all or part of their investment. Prospective investors should also consider carefully whether an investment in the Ordinary Shares is suitable for them in light of the information in this Prospectus and their personal circumstances.

The information contained in this Prospectus is based upon current legislation and tax practice and any changes in the legislation or in the levels and bases of, and reliefs from, taxation may affect the value of an investment in the Ordinary Shares.

RISKS RELATING TO THE GROUP’S BUSINESS

Group has yet to commence operations

The Group is currently at an early stage of its development and has yet to commence operations at the Projects.

The Group has no income other than cash balances which decline over time as they are utilised on exploration and evaluation programmes. The Group has earned no income or profit to date and there is no assurance that it will do so in the future, or that it will be successful in achieving a return on Shareholders' investment. The Group's ultimate success will depend on its ability to generate cash flow from active mining operations in the future and its ability to access equity markets for its

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development requirements. All of the Group’s activities will be likely directed to exploration and, if warranted, development of its existing properties and to the search for and the development of new mineral deposits. Significant capital investment will most likely be required to achieve commercial production. The Group’s operating expenses and capital expenditures will increase in subsequent years as personnel and equipment associated with advancing exploration, development and commercial production of its properties are added. Losses are likely to occur in the near future and there can be no assurance that that the Group will be profitable in the future.

The Group is totally reliant on the Projects

The Group is entirely dependent upon the Projects, which are the Group's sole source of future revenue, and any adverse development affecting the Projects would have a material adverse effect on the Group, its business, prospects, results of operations and financial condition.

The Group may, in the future, be subject to curtailments of production that are outside of its control. Any adverse developments at or affecting the Projects or the Permits, which lead to a prolonged and material interruption to or cessation of production or sales in the future may have a material adverse effect on the Group's business, results of operations and financial condition.

No Mineral Reserves or Resources are currently defined at the Projects

As stated in the Competent Person's Report, Wardell Armstrong is of the opinion that the Projects have demonstrated the presence of iron and the potential exists for significant Mineral Resources to be developed, however this potential cannot be easily quantified to the level of confidence required for the reporting of a Mineral Resource estimate under the JORC Code. Consequently, investors should note that there is currently insufficient data available for an Ore Reserve or a Mineral Resource, as defined under a recognised reserve/resource reporting code, to be declared at the Projects.

The Directors believe that additional exploration work will be required to declare a Mineral Resource estimate.

At the date of this document, no Mineral Resource or Mineral Resource estimate can currently be declared for the Projects. Whilst all forms of mineral extraction and mineral reserve and resource estimation are inherently prone to variability, investors should be aware that mining of the Projects may carry greater risk than a mining project for which an Ore Reserve or Mineral Resource exists.

Mineral exploration is speculative and uncertain and involves a high degree of risk

The exploration for, and development of, mineral deposits involves a high degree of risk. Few properties which are explored are ultimately developed into producing mines. Resource exploration and development is a speculative business, characterised by a number of significant risks, including, among other things, unprofitable efforts resulting not only from the failure to discover mineral deposits, but also from finding mineral deposits that, although present, are insufficient in quantity and quality to return a profit from production. The marketability of minerals acquired or discovered by the Company may be affected by numerous factors that are beyond the control of the Company and that cannot be accurately predicted, such as market fluctuations, the proximity and capacity of end users, mineral markets and processing equipment, and such other factors as government regulations, including regulations relating to royalties, allowable production, importing and exporting of minerals, and environmental protection, the combination of which factors may result in the Company not receiving an adequate return on investment capital.

Whether a mineral deposit will be commercially viable depends on a number of factors, which include, without limitation, the particular attributes of the deposit, such as size, grade and proximity to

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infrastructure, commodity prices, which fluctuate widely, and government regulations, including, without limitation, regulations relating to prices, taxes, royalties, land tenure, land use, importing and exporting of minerals and environmental protection. The combination of these factors may result in the Company expending significant resources (financial and otherwise) on a property without receiving a return.

The Company has relied on and may continue to rely on consultants and others for mineral exploration project development and exploitation expertise. The Company believes that those consultants and others are competent and that they have carried out their work in accordance with internationally recognised industry standards. However, if the work conducted by those consultants or others is ultimately found to be incorrect or inadequate in any material respect, the Company may experience delays or increased costs in developing its properties.

There can be no assurance that the Company’s mineral exploration and future development activities will be successful. If such commercial viability is never attained, the Company may seek to transfer its property interests or otherwise realise value or may even be required to abandon its business and fail as a “going concern”.

Title matters and renewal of Permits

Whilst the Group is satisfied that it has taken reasonable measures to ensure an unencumbered right to explore its licence areas in Madagascar, they are subject to greater risks than more developed markets, including significant legal, economic and political risks.

The Company’s rights to the 3757 Permit (which forms part of the Bekisopa Project), the Tratramarina West Permits (which together form part of the Tratramarina Project) and the Ambodilafa Permits (which together form the Ambodilafa Project) are contractual. If there was ever any dispute as to the relevant contractual terms, enforcement of title to the relevant Permits may therefore involve having to enforce contractual arrangements through the relevant courts which could be time consuming and incur greater costs than if the relevant Permits were held directly by the Group.

In the case of the 3757 Permit and the Tratramarina West Permits, the Group holds all beneficial rights and the right to be registered as the legal holder of the permits. The BCMM has recently commenced the process of addressing the renewal, transformation and transfer of permits that were subject to a moratorium from 2008 to 2014. The Company does not know when the BCMM will complete this process and therefore cannot say when it will be the registered holder of those Permits.

Risks associated with exploration and development of the Projects

Mineral exploration involves significant risks which even a combination of careful evaluation, experience and knowledge may not eliminate. There is no guarantee that exploration work on the Group’s assets, or any additional properties acquired by the Group in the future, will result in their economic exploitation. It is impossible to ensure that the Group’s existing Projects will result in a profitable commercial mining operations.

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The proposed work plan expenditure outlined in the Competent Person’s Report is based on certain assumptions with respect to the method and timing of exploration. These estimates are subject to significant uncertainty and the actual costs may differ materially. Accordingly, no assurance can be given that the cost estimates and underlying assumptions will be realised, which may materially and adversely affect the Group’s viability.

Exploration of the Projects could be delayed or could experience interruptions or increased costs or may not be completed at all due to a number of factors, including but not limited to:

 changes in the regulatory environment;

 non-performance by third party contractors;

 inability to attract and retain a sufficient number of qualified workers;

 inability to attract, train and retain a sufficient number of unqualified workers;

 changes in environmental compliance requirements;

 unfavourable weather conditions;

 unforeseen escalation in anticipated costs of exploration;

 insufficient funds being available to complete the proposed work plan;

 lack of availability of mining equipment and other exploration services;

 catastrophic events such as fires, storms or explosions;

 the breakdown or failure of equipment or processes;

 the political stability of Madagascar;

 civil unrest in and around the Projects and supply routes; and

 taxes and imposed royalties.

Some of the risks associated with these factors are discussed in more detail elsewhere in this section. There can be no assurance that the Group will complete the various stages of development necessary in order to achieve its strategy in the timeframe anticipated by the Company or at all. Any of these factors may have a material adverse effect on the Group's business, results of operations and activities, financial condition and prospects.

Dependence on third party services

The Group will rely on products and services provided by third parties. If there is any interruption to the products or services provided by such third parties the Group may be unable to find adequate replacement services on a timely basis or at all.

The Group is unable to predict the risk of insolvency or other managerial failure by any of the contractors or other service providers currently or in the future used by the Group in its activities.

Any of the foregoing may have a material adverse effect on the results of operations or the financial condition of the Group. In addition, the termination of these arrangements, if not replaced on similar

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terms, could have a material adverse effect on the results of operations or the financial condition of the Group.

Requirement for infrastructure

Mining, processing, development and exploration activities depend on adequate infrastructure. The lack of infrastructure can negatively impact mining capital and operating costs. Unusual or infrequent weather phenomena, sabotage, government or other interference in the maintenance or provision of such infrastructure could materially adversely impact the Group’s activities and profitability.

The Group may need to invest in the construction of mining and auxiliary infrastructure to be able to mine, transport and export iron ore. Construction of this infrastructure will either require capital expenditure by the Group or the commissioning of a third party to build, own and operate the infrastructure and charge the company a toll for its use. No assurance can be given that market conditions will continue to make such investments financially viable.

RISKS RELATING TO THE GROUP’S INDUSTRY

Commodity prices

The eventual profitability of the Projects' operations will depend to a large degree on the market price of commodities and on exchange rates.

Iron ore prices are subject to significant fluctuation and are affected by a number of factors which are beyond the control of the Group. The price of iron ore and other base and precious metals has fluctuated widely in recent years, and future serious price declines could cause continued development of, and commercial production from, the Group’s properties to be impracticable or uneconomic. Depending on the price of iron ore and other metals, projected cash flow from planned mining operations may not be sufficient and the Group could be forced to discontinue development and may lose its interest in, or may be forced to sell, some of its assets.

Commodity prices are also affected by macroeconomic factors including confidence in the global monetary system, expectations of the future rate of inflation, the strength of (and confidence in) the US dollar and other currencies, interest rates, and global or regional political or economic events.

China is the largest iron ore importer globally by a significant margin. As a result, iron ore and steel demand is highly sensitive to infrastructure and property investments in China.

RISKS RELATING TO THE GROUP’S FINANCIAL POSITION

The Group will require additional funding in order to fund capital expenditure and operating expenses and may not be able to obtain such financing on acceptable terms, or at all

Although the Board believes the proposed funds to be raised pursuant to the Fundraising will be sufficient the fund the Group's working capital requirements for at least the 12 months following Admission and to implement the Company’s strategy going forward, the Company will need to raise additional funds in order to fulfil its stated objectives following such period. The future ability of the Group to arrange such financing will depend in part upon prevailing financing market conditions as well as the business performance of the Company, all of which may be outside of the Company's control.

If exploration is unsuccessful, the Group may not be able to raise additional funds or have the capital necessary to undertake or complete future work. There can be no assurance that debt or equity

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financing will be available or sufficient to meet the Group's requirements or for other corporate purposes. If debt or equity financing is available, it may not be on terms acceptable to the Group.

Shareholders may be exposed to fluctuations in currency exchange rates

The Group is exposed to currency and exchange rate fluctuations which may affect the Group's results of operations. The majority of the Group's expenditure are in US dollars and the proceeds of the Fundraising will be in pounds sterling. In the foreseeable future, the principal areas of currency exposure are: (i) the financing of the expenditure to explore the Projects, which will principally be incurred in US dollars; (ii) an element of ongoing costs, principally labour costs, which will be incurred in Malagasy Ariary; and (iii) general corporate matters in Australian dollars.

Payment obligations

Contractual agreements to which the Group is party to, or may in the future become party to, may give rise to payment and other obligations. If such obligations are not complied with when due, in addition to any other remedies which may be available to other parties, this could result in dilution or forfeiture of interests held by such companies. The Company may not have or may not be able to obtain financing for all such obligations as they arise.

The mining industry is subject to a number of laws and governmental regulations, compliance which may be burdensome

Exploration, development and operational activities in the mining industry are subject to extensive laws and regulations governing various matters. These include, but are not limited to, laws and regulations relating to taxation, environmental protection, management and use of hazardous substances and explosives, management of natural resources, licences over resources owned by governments, exploration, development of mines, production and post-closure reclamation, the employment of expatriate labour, and occupational health and safety standards, including mine safety.

Mining companies are required to seek and to comply with the terms of governmental licences, permits, authorisations and other approvals in connection with their exploration, construction and operating activities, for example in relation to their exploration licences, mining licences, environmental management, water supply and discharge, and use of hazardous chemicals and explosives. Obtaining the necessary governmental permits can be a complex and time-consuming process and may involve costly undertakings. The duration and success of permit applications are contingent on many factors that are outside the Group's control. The Company believes that the Group has, or has a contractual right to, all of the material permits required to conduct its current exploration activities.

The costs associated with compliance with these laws, regulations and licences are substantial, and possible additional future laws and regulations, changes to existing laws and regulations (including, but not restricted to, the imposition of higher licence fees, mining royalties or taxes) or more stringent enforcement or restrictive interpretation of current laws and regulations by governmental authorities, or of rulings or clearances obtained from such governmental authorities, could cause additional expenditure (including capital expenditure) to be incurred or impose restrictions on, or suspensions of, the Group's operations and cause delays in the development of its properties. Moreover, these laws and regulations may allow governmental authorities and private parties to bring lawsuits based upon damages to property and injury to persons resulting from the environmental, health and safety impacts of the Group's past and current operations, and could lead to the imposition of substantial fines, penalties or other civil or criminal sanctions. The occurrence of any of these factors may have a

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material adverse effect on the Group's business, results of operations and financial condition and the price of the Ordinary Shares.

The Group’s insurance and indemnities may not adequately cover all risks or expenses

The Group maintains insurance of the type and in the amounts that the Directors consider necessary for the Group's operations. However, the Group is unable to insure against all risks and may be exposed under certain circumstances to uninsurable hazards and risks which may result in financial liability, property damage, personal injury or other hazards or liability for the acts or omissions of sub- contractors, operators and other third parties. Although indemnities may have been provided by sub- contractors, operators and other third parties, such indemnities may be difficult to enforce given the financial positions of those giving the indemnities or due to the jurisdiction in which the Group seeks to enforce the indemnities, leaving the Group exposed to claims by third parties.

There is also no assurance that the Group will be able to maintain adequate insurance in the future at rates the Group considers reasonable. Accordingly, the Group could incur substantial losses if an event which is not fully covered by insurance occurs, which would have a material adverse effect on the Group's business, results of operations and financial condition.

The Group’s activities are subject to Malagasy environmental legislation and regulations

The Group's exploration and future mining activities are dependent upon maintaining appropriate licences, permits, rights and regulatory consents which may be granted for a defined period of time, not be granted, be withdrawn subject to a regulatory process, or be subject to statutory restrictions. The Group may require additional licences, permits, rights and regulatory consents for the conduct of any mining operations. Whilst the Group has not experienced any issues with the grant or renewal of permits or licences, there can be no assurance that such rights will be granted or renewed (as the case may be) in the future or as to the terms of such grants or renewals.

Mining companies operating in Madagascar are subject to extensive environmental laws and regulations with respect to environmental matters such as:

 limitations on land use;

 prospecting and mining rights requirements;

 reclamation and restoration of mining properties after mining is completed;

 management of materials generated by mining operations;

 the storage, treatment and disposal of wastes;

 remediation of contaminated soil and groundwater;

 use of hazardous substances;

 use, storage and transportation of explosives;

 air quality standards;

 water pollution;

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 protection of human health, plant life and wildlife, including endangered or threatened species;

 the discharge of materials into the environment; and

 the effects of mining on surface water and groundwater quality and availability.

Non-payment of the costs associated with these laws and regulations, and possible future laws and regulation and/or changes to existing laws and regulations (including the imposition of higher taxes and mining royalties), could cause additional expense and capital expenditures. It could also cause restrictions on or suspension of the Group's operations and delays in further development at the Projects or other future mining assets. Moreover, these laws and regulations may allow governmental authorities and private parties who have a substantial and direct interest in the mining operations or the consequences of the mining operations to bring lawsuits based upon damages to property and injury to persons resulting from the environmental and health and safety impacts of the Group's past and current operations. This could lead to the imposition of fines, penalties or other civil or criminal sanctions, including personal sanctions for directors. If the Group's environmental compliance obligations in Madagascar were to vary as a result of changes to the legislation, or if certain assumptions it makes to estimate liabilities are incorrect, or if unanticipated conditions were to arise in its operations, the Group's expenses and provisions could increase, which could adversely affect the Group's business, financial condition and results of operations.

The Group is dependent on its executive management and employees with relevant experience

The Group is dependent upon its executive management and employees having relevant mining, processing, logistics and trading experience. While the Group is not aware of the planned departure of any member of the executive management, the loss of any of such executive management with the concomitant loss of institutional and operational knowledge, experience and expertise, and the ability to deliver the strategy of the Group could have a disproportionate and material adverse effect on the Group.

Furthermore, the Group has no key-man insurance policy in place, and, therefore, there is a risk that the unexpected loss of the services of any member of its key personnel (through serious injury, death or resignation) could have a material adverse effect on the Group.

The loss of or diminution in the services of qualified staff or of members of the Group's executive management team or an inability to attract and retain additional executive management and/or qualified staff could have a material adverse effect on the Group's business, financial condition and results of operations.

There is no assurance that the Group will successfully continue to retain existing staff and executive management or attract additional qualified executive management and/or staff required to successfully execute and implement the Group's business plan, which will be particularly important as the Group expands. Competition for such personnel is intense. The loss of such personnel and the failure to successfully recruit replacements in a timely manner, or at all, would have a material adverse effect on its business, prospects, financial condition and results of operations.

The use of foreign subsidiaries by the Group may affect the Company’s ability to pay dividends or make distributions

The Group conducts most of its operations through the Company's subsidiaries and the Company's ability to pay dividends on the Ordinary Shares is reliant on the ability of its subsidiaries to pay

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dividends or make other distributions to the Company. The ability of a Subsidiary to make payments to the Company may be constrained by, among other things: (i) the level of taxation, particularly corporate profits and withholding taxes, in the jurisdiction in which it operates; (ii) the introduction of exchange controls or repatriation restrictions or the availability of hard currency to be repatriated; and (iii) local law requirements in relation to the payments of distributions.

RISKS RELATING TO MADAGASCAR

Madagascar has a nascent mining industry

The mining industry in Madagascar is in its early stages and is not as developed as other, more established jurisdictions in which the Group's competitors operate. As such, Madagascar currently has limited resources, infrastructure and experience to support mining operations. Further there is no material history of mining operations in Madagascar meaning that there is limited "in-country" experience available and that the Group will need to both develop and train workers and supply sufficient qualified workers to develop the Projects. Further, due to the lack of historical mining operations in Madagascar, the legislative and regulatory framework (and application and interpretation thereof) under which the Group operates is largely untested both by operators but also the government, relevant ministries and regulatory bodies that regulate such operations and, consequently, may be subject to further development, amendment, interpretation, litigation or change in a relatively short space of time and such changes may have an adverse affect on the Group's activities, in particular as a result of the Group's reliance on the Projects and status as an early stage company which will be wholly exposed to such changes.

Legal system

Madagascar has a less developed legal system than more established economies which could result in risks such as (i) effective legal redress in the Malagasy courts, whether in respect of a breach of law or regulation, or in an ownership dispute, being more difficult to obtain; (ii) a higher degree of discretion on the part of Governmental authorities who may be susceptible to corruption; (iii) the lack of judicial or administrative guidance on interpreting applicable rules and regulations; (iv) inconsistencies or conflicts between and within various laws, regulations, decrees, orders and resolutions; or (v) relative inexperience of the judiciary and courts in such matters. The commitment of local business people, Government officials and agencies and the judicial system to abide by legal requirements and negotiated agreements may be more uncertain, creating particular concerns with respect to the Group’s licences and agreements for business. These may be susceptible to revision or cancellation and legal redress may be uncertain or delayed. There can be no assurance that property title, joint ventures, licences, licence applications or other legal arrangements will not be adversely affected by the actions of Government authorities or others and the effectiveness of and enforcement of such arrangements in these jurisdictions cannot be assured.

Investments in developing markets are generally subject to increased risk A.1.9.2.3

Investors in the securities of issuers who are conducting business in developing countries such as Madagascar should be aware that these investments are generally subject to greater risk than investments in the securities of issuers from more developed countries and carry risks that are not typically associated with investing in more mature markets. These risks include, but are not limited to, higher volatility and more limited liquidity in respect of the Ordinary Shares, greater political risk, a narrow export base, budget deficits, lack of adequate infrastructure necessary to sustain economic growth and changes in the political and economic environment.

In addition, international investors' reactions to events occurring in one emerging market, country or region sometimes appear to demonstrate a 'contagion' effect, in which an entire region or class of

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investment is disfavoured by such investors. If such an effect occurs, Madagascar could be adversely affected by negative economic or financial developments in other emerging market countries.

Prospective investors should also note that developing economies such as Madagascar's are subject to rapid change and that the information set out in the Prospectus may become outdated relatively quickly. Accordingly, prospective investors should exercise particular care in evaluating the risks involved and must decide for themselves whether, in light of those risks, their investment is appropriate. Generally, investment in emerging markets is suitable only for sophisticated investors who fully appreciate the significance of the risks involved. Prospective investors are urged to consult their own legal and financial advisers before making an investment decision.

Regulatory, political, economic and social conditions in Madagascar could adversely affect the Group’s business and the market prices of its securities A.1.9.2.3

Currently, all of the Group's exploration activities occur in Madagascar. The Group may be affected by possible political or economic instability and the related risks, including among other things security concerns, labour disputes, government policy with respect to mining, labour, monetary and fiscal issues, fluctuations in currency exchange rates and high rates of inflation.

Changes to government regulations with respect to restrictions on production, price controls, export controls, income taxes, expropriation of property, nationalisation of assets, maintenance of claims, environmental legislation, land use, land claims, water use and mine safety, or a combination of any of these factors could materially and adversely affect the Group's business, financial condition and results of operations.

Economic and political and other regulatory risks A.1.9.2.3 Madagascar has from time to time experienced political instability, most recently caused by the military ousting of President Marc Ravalomanana in March 2009. His ousting ultimately caused Madagascar to be suspended from international organisations and regional bodies such as the SADC and the African Union. Following a lengthy mediation process led by the SADC, Madagascar held UN- supported presidential and parliamentary elections in 2013. Former de facto finance minister Hery Rajaonarimampianina won a runoff election in December 2013 and was inaugurated in January 2014.

Madagascar is largely dependent on aid donors such as the European community and the US for funding human development programmes and infrastructure. This international community has welcomed the progress made by Madagascar following the elections, but have set a number of goals for the presidency of Hery Rajaonarimampianina to achieve before it will re-commence aid programmes.

Non-governmental organisations opposed to mining, development or foreign investment may attempt to disrupt or halt the Company’s exploration and development activities.

Possible disruptions to operations at the Projects by members of the local community could A.1.9.2.3 have an adverse effect on the Group

Notwithstanding the efforts taken by the Group to build good relations with the local community, there can be no assurance that relations will not deteriorate in the future. It is possible that the local community may object to the progress of the Group's initiatives or the continued operations at the Projects, or that they may have other unaddressed grievances and this in turn could lead to disruption of the Group's operations as a result of actions by the local community. Such disruption could materially and adversely affect the Group's business, financial condition and results of operations.

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Political, social and economic instability in Madagascar may affect the Group and its A.1.9.2.3 operations and personnel

Madagascar has a history of political and social instability which has resulted in and continues to result in security problems which may affect the Group, its operations and personnel. Consequently, there may be a material adverse effect on the Group's business, financial condition, results of operations and prospects caused in varying degrees by regime change, political and economic instability, economic or other sanctions imposed by other countries or regions, criminal activities, civil wars, social unrest, military repression, civil disorder, crime, instability of the workforce, extreme fluctuations in currency exchange rates and high inflation.

There can be no assurance that the Group will be able to obtain or maintain effective security of any of the Group's assets or personnel in the country in which it operates. If the Group is unable to maintain effective security over its assets or personnel, this could have a material adverse effect on the Group's business, results of operations, financial condition or reputation. In addition, the possible threat of criminal actions against the Group, in particular its properties, facilities or third party infrastructure, could have a material adverse effect on the Group's ability to generate revenue or adequately staff its operations, or could materially increase the cost of doing so.

Risks relating to bribery and corruption

In certain jurisdictions, fraud, bribery and corruption are more common than in others. In addition, the mining industry has, historically, been shown to be vulnerable to corrupt or unethical practices. The Group operates in Madagascar which has been allocated a low (i.e. less favourable) score on Transparency International's "Corruption Perceptions Index''. The Group adopted a formal Bribery, Fraud and Corruption Policy in 2011 which applies to all directors, officers, employees, consultants and contractors that work with the Group across its operations. The policy seeks to ensure that the Group operates in an ethical and transparent manner in all business dealings and that the Company has a mechanism for staff to alert management should any issues or incidents occur. The Group will continue to review its anti-corruption procedures to ensure that they are sufficiently robust to prevent corruption and to mitigate the risk of any member of the Group committing an offence under applicable bribery legislation. Whilst no members of the Group or Directors have been subject to fraud, bribery or corruption proceedings, there can be no guarantee that the employees of the Group or its other associates will abide by these procedures and as such the Group, its Directors and employees of the Group could be exposed to criticism or prosecution under anti-bribery or similar legislation which could have a material adverse effect on its results of operations and financial condition.

RISKS RELATING TO THE TAXATION OF THE GROUP

Change in the Company’s tax status or in taxation law could negatively affect the Company’s ability to provide returns to Shareholders

Statements in this document concerning the taxation of the Group or of Shareholders are based on current tax law and practice which is subject to change. The taxation of an investment in the Company also depends on the individual circumstances of the relevant Shareholder. Any Shareholder who is in doubt as to its tax position should consult an appropriate adviser.

Any change in the Company's tax status or any change in taxation law affecting the Company could affect the Company's ability to provide returns to Shareholders.

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Statements in this document concerning the United Kingdom taxation of Shareholders are based on current United Kingdom tax law and practice, which are subject to change. The taxation of an investment in the Company depends on the individual circumstances of Shareholders.

The Company is not incorporated in the United Kingdom. Accordingly, the Company should not be treated as being resident in the United Kingdom for corporation tax purposes unless its central management and control is exercised in the United Kingdom. The concept of central management and control is indicative of the highest level of control of a company, which is wholly a question of fact. The Company intends to manage its affairs so that it is not resident in the United Kingdom for United Kingdom tax purposes.

A company not resident in the United Kingdom for corporation tax purposes can, nevertheless, be subject to United Kingdom corporation tax if it carries on a trade through a permanent establishment in the United Kingdom, but the charge to United Kingdom corporation tax is limited to profits (including revenue profits and capital gains) attributable directly or indirectly to such permanent establishment.

The Company intends to operate in such a manner that it does not carry on a trade through a permanent establishment in the United Kingdom. Nevertheless, because neither case law nor United Kingdom statute completely defines the activities that constitute trading in the United Kingdom through a permanent establishment, HMRC might contend successfully that the Company is trading in the United Kingdom through a permanent establishment in the United Kingdom.

If the Company was treated as being resident in the United Kingdom for United Kingdom corporation tax purposes, or if the Company was to be treated as carrying on a trade in the United Kingdom through a permanent establishment or otherwise subject to United Kingdom income tax, the results of the Group's operations could be materially adversely affected.

Shareholder tax

Investors should take their own tax advice as to the consequences of acquiring and owning Ordinary Shares as well as receiving dividends and other distributions from the Company. In particular investors should be aware that ownership of Ordinary Shares can be treated in different ways in different jurisdictions.

RISKS RELATING TO THE ORDINARY SHARES

External perceptions of the jurisdiction in which the Group operates may adversely affect the market price of the Shares, and increase the Group’s cost of capital.

External perceptions of the jurisdiction in which the Group operates with respect to political and economic instability may have an adverse effect on the market value of securities of issuers operating in that jurisdiction, including the Ordinary Shares. This could adversely affect the market price of the Ordinary Shares, and could also make it more difficult for the Group to gain access to the capital markets and finance its operations in the future on acceptable terms or at all and otherwise have a material adverse effect on its business.

Substantial future sales of Ordinary Shares, or the perception that such sales might occur or additional offerings of Ordinary Shares could depress the market price of Ordinary Shares

The Company cannot predict what effect, if any, future sales of Ordinary Shares, or the availability of Ordinary Shares for future sale, or the offer (by way of further issuance) of additional Ordinary Shares in the future, will have on the market price of Ordinary Shares. Following Admission, except pursuant to certain customary exceptions, the Directors [and [Westridge]] have agreed to refrain from selling

Page 26 47783160.08

any of their Ordinary Shares for a period of 180 days from (and including) the date of the Admission. The Company is unable to predict whether, following the termination of the lock-up restrictions put in place in connection with the Fundraising, a substantial amount of Ordinary Shares will be sold in the open market by those who are no longer subject to such restrictions. Sales or an additional offering of substantial numbers of Ordinary Shares in the public market, or the perception or any announcement that such sales or an additional offering could occur, could adversely affect the market price of Ordinary Shares and may make it more difficult for Shareholders to sell their Ordinary Shares at a time and price which they deem appropriate and could also impede the Company's ability to raise capital through the issue of equity securities in the future.

The issuance of additional Ordinary Shares in the Company may dilute all other shareholdings

The Group may issue additional equity whether in connection with convertible equity securities, share incentive or option plans or otherwise. As a matter of Australian law, there is no requirement for the Directors to issue additional shares on a pre-emptive basis at any time. However, the Company has elected to included pre-emption rights in its Constitution.

There may be volatility in the value of an investment in Ordinary Shares and the market price for Ordinary Shares may fluctuate

The market price for the Ordinary Shares may be volatile and subject to wide fluctuations in response to numerous factors, many of which are beyond the Group's control, including the following: (i) actual or anticipated fluctuations in the Group's results of operations; (ii) actual or anticipated changes in iron ore prices and/or in the capital markets; (iii) recommendations by securities research analysts; (iv) changes in the economic performance or market valuations of other companies that investors deem comparable to the Company; (v) addition or departure of the Company's executive officers and other key personnel; (vi) sales or perceived sales of additional Ordinary Shares; (vii) significant acquisitions or business combinations, strategic partnerships, joint ventures or capital commitments by or involving the Group or its competitors; (viii) changes in laws, rules and regulations applicable to the Group and its operations; (ix) general economic, political and other conditions, in particular in Madagascar; (x) the Group's involvement in any litigation or dispute, or threat of any litigation or dispute; and (xi) news reports relating to trends, concerns, technological or competitive developments, regulatory changes and other related issues in the Group's industry or target markets.

Financial markets have experienced significant price and volume fluctuations in the last several years that have particularly affected the market prices of equity securities of companies and that have, in many cases, been unrelated to the operating performance, underlying asset values or prospects of such companies. Accordingly, the market price of the Ordinary Shares may decline even if the Group's operating results, underlying asset values or prospects have not changed. Additionally, these factors, as well as other related factors, may cause decreases in asset values that are deemed to be other than temporary, which may result in impairment losses. Also, certain institutional investors may base their investment decisions on consideration of the Group's environmental, governance and social practices and performance against such institutions' respective investment guidelines and criteria, and failure to meet such criteria may result in a limited or no investment in the Ordinary Shares by those institutions, which could adversely affect the trading price of the Ordinary Shares. There is no assurance that continuing fluctuations in the price and volume of publicly traded equity securities will not occur. If such increased levels of volatility and market turmoil continue, the Group's operations could be adversely impacted and the trading price of the Ordinary Shares may be adversely affected.

Page 27 47783160.08

The Company cannot guarantee its ability to pay dividends in the future

Any decision to pay dividends on the Ordinary Shares will be made by the Board and will depend, among other things, on the Group's results of operations, financial condition, solvency and such other factors that the Board may consider relevant. Further any decision to pay dividends will be subject to the ability of the Company's subsidiaries to pay dividends/make distributions to the Company. Accordingly, the Company cannot guarantee its ability to pay dividends in the future. See paragraph [14] of Part 7 of this document, 'Dividend Policy'.

If the Company is wound up, distributions to Shareholders will be subordinated to the claims of creditors

On a winding-up of the Company, holders of the Ordinary Shares will be entitled to be paid a distribution out of the assets of the Company available to its shareholders only after the claims of all creditors of the Company have been met.

The Company is applying for a Standard Listing and, accordingly, the Company will not be required to comply with those protections applicable to a Premium Listing

The Company is seeking a Standard Listing and, as a consequence, additional on-going requirements and protections applicable to a Premium Listing will not apply to the Company. In particular, the provisions of Chapters 6 to 13 of the Listing Rules, being additional requirements for listing of equity securities (listing principles, sponsors, continuing obligations, significant transactions, related party transactions, dealing in own securities and treasury shares and contents of circulars), will not apply. In addition, a Standard Listing will not permit the Company to gain UK FTSE indexation.

Further details regarding the differences in protections afforded by a Premium Listing as against a Standard Listing are set out in Part 4 of this document, ‘Consequences of a Standard Listing’.

The rights afforded to Shareholders are governed by Australian law

As the Company is a Australian resident company, the rights of Shareholders will be governed by Australian law and the Company's Constitution. The rights of Shareholders under Australian law may differ from the rights of shareholders of companies incorporated in other jurisdictions. Not all rights available to shareholders under English law will be available to the Shareholders. Australian law limits the circumstances under which shareholders of companies may bring derivative actions.

Enforcement of judgments against the Company may be difficult

A number of the Directors and officers of the Company are not residents of the United Kingdom and substantially all of the Group's assets are located in Madagascar. As a result, it may be difficult for Shareholders to effect service of process on those persons in the United Kingdom or to enforce in the United Kingdom judgments obtained in UK courts against the Company or those persons who may be liable under the laws of England and Wales.

No Takeover Protection under the Takeover Code

As a company incorporated in Australia, the rights of shareholders are governed by Australian law. The rights of shareholders under Australian law differ in some respects from the rights of shareholders of companies incorporated in the UK. As the Company is incorporated in Australia the Takeover Code (which regulates takeovers and substantial shareholders) does not apply to it. Please refer to paragraph [3] of Part 15 of this document for a summary of the takeover protections provided by the Corporations Act.

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Restrictions on sale for Shareholders in the United States may make it difficult to resell the Ordinary Shares or may have an adverse impact on the market price of the Ordinary Shares

The Ordinary Shares have not been registered in the United States under the Securities Act or under any other applicable securities laws and are subject to restrictions on transfer contained in such laws.

There are additional restrictions on the resale of Ordinary Shares by Shareholders who are in the United States and on the resale of Ordinary Shares by any Shareholders to any person who is in the United States. These restrictions will make it more difficult to resell the Ordinary Shares in many instances and this could have an adverse effect on the market value of the Ordinary Shares. There is no assurance that Shareholders in the United States will be able to locate acceptable purchasers or obtain the required certifications to effect a sale.

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PART 3 – FORWARD LOOKING STATEMENTS AND PRESENTATION OF FINANCIAL AND OTHER INFORMATION

1 General

This document comprises a Prospectus for the purpose of Article 5 of the Prospectus Directive and is issued in compliance with the Listing Rules. Investors should only rely on the information in this document. No person has been authorised to give any information or to make any representations in connection with Admission, other than those contained in this document and, if given or made, such information or representations must not be relied upon as having been authorised by or on behalf of the Company, the Directors or the Bookrunner. No representation or warranty, express or implied, is made by the Bookrunner, any of its respective affiliates or any selling agent as to the accuracy or completeness of such information, and nothing contained in this document is, or shall be relied upon as, a promise or representation by the Bookrunner or any selling agent as to the past, present or future. Further, the Company does not accept any responsibility for the accuracy or completeness of any information reported by the press or other media, nor the fairness or appropriateness of any forecasts, views or opinions expressed by the press or other media regarding the Company. The Company makes no representation as to the appropriateness, accuracy, completeness or reliability of any such information or publication other than this document.

Without prejudice to any obligation of the Company to publish a supplementary Prospectus pursuant to FSMA, the delivery of this document shall not under any circumstances, create any implication that there has been no change in the business or affairs of the Group since the date of this document, or that the information contained herein is correct as of any time subsequent to its date.

The contents of this document or any subsequent communications from the Company, the Group or any of their respective affiliates, officers, advisers, directors, employees or agents, are not to be construed as legal, business or tax advice. Each prospective investor should consult its, his or her own lawyer, financial intermediary or tax adviser for legal, financial or tax advice. In making an investment decision, each investor must rely on its, his or her own examination, analysis and enquiry of the Company, including the merits and risks involved.

This document is not intended to provide the basis of any credit or other evaluation and should not be considered as a recommendation by any of the Company, the Directors or the Bookrunner or any of their representatives that any recipient of this document should subscribe for or purchase Ordinary Shares. Prior to making any decision as to whether to subscribe for or purchase Ordinary Shares, prospective investors should read this document. Investors should ensure that they read the whole of this document carefully and not just rely on key information or information summarised within it. In making an investment decision, prospective investors must rely upon their own examination of the Company and the terms of this document, including the risks involved.

2 Presentation of financial information

The financial information presented in this document includes audited consolidated financial statements for the Group as at and for the years ended 31 December 2016, 2015 and 2014.

The annual financial statements are prepared in accordance with IFRS. Unless otherwise indicated, the financial information presented in this document has been prepared in accordance with IFRS.

3 Currencies

In this document, references to "Ariary", "Malagasy Ariary", or "MGA" are to the lawful currency of Madagascar; references to "Australian dollars", "AUD" or "AU$" are to the lawful currency of

Page 30 47783160.08

Australia; references to "Great British Pounds", "pounds sterling", "£", "pence" or "p" are to the lawful currency of the UK; and references to "US dollars", "U.S. dollars", "USD", "US$" or "US$ costs" are to the lawful currency of the United States.

The basis of translation of any foreign currency transactions and amounts in the financial information set out in Part 13 of this document, 'Historical Financial Information' is described in that Part 13.

4 Rounding

Percentages and certain amounts in this document, including financial, statistical and operating information, have been rounded to the nearest thousand whole number or single decimal place for ease of presentation. As a result, the figures shown as totals may not be the precise sum of the figures that precede them. In addition, certain percentages and amounts contained in this document reflect calculations based on the underlying information prior to rounding, and, accordingly, may not conform exactly to the percentages or amounts that would be derived if the relevant calculations were based upon the rounded numbers.

5 Third party information A.1.23.2 A.3.10.4 The Company confirms that all third party information contained in this document has been accurately reproduced and, so far as the Company is aware and is able to ascertain from information published by that third party, no facts have been omitted that would render the reproduced information inaccurate or misleading. Where third party information has been used in this document, the source of such information has also been identified.

6 Reserves and resources reporting – basis of preparation A.1.23.1

Wardell Armstrong is of the opinion that the Projects have demonstrated the presence of iron and the potential exists for significant Mineral Resources to be developed following the reporting guidelines as stipulated in the JORC Code in compliance with the Prospectus Rules and the CESR. This opinion does not constitute a Mineral Resource.

The relevant definitions from the JORC Code can be found in Part 17 of this document, 'Glossary of A.3.10.3 Technical Terms'. For the purposes of Prospectus Rule 5.5.3R(2)(f) Wardell Armstrong accepts responsibility for the information contained in Part 18 of this document, 'Competent Person’s Report' and those other sections of the Prospectus which include references to information in Part 18. Wardell Armstrong declares that to the best of its knowledge and belief, having taken all reasonable care to ensure that such is the case, the information contained herein is in accordance with the facts and does not omit anything likely to affect the import of such information.

7 Forward-looking statements

Certain statements contained in this document constitute forward-looking statements. These statements relate to future events or the future performance of the Group. All statements other than statements of historical fact may be forward-looking statements. Forward-looking statements are often, but not always, identified by the use of words such as "seek", "anticipate", "plan", "continue", "estimate", "expect", "forecast", "may", "will", "project", "predict", "potential", "targeting", "intend", "could", "might", "should", "believe", "expect" or similar expressions. These statements involve numerous assumptions, known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those expressed, anticipated or implied in such forward-looking statements. The Company believes that the expectations reflected in forward-looking statements contained herein are reasonable but no assurance can be given that such expectations will prove to be correct or accurate and accordingly, such forward-looking statements included in, or

Page 31 47783160.08

incorporated by reference into, this document should not be unduly relied upon. These statements speak only as of the date of this document. Actual operational and financial results or events may differ materially from the Company's expectations contained in the forward-looking statements as a result of various factors, many of which are beyond the control of the Company.

Forward Looking Statements

Forward-looking statements in this Prospectus include, but are not limited to, statements with respect to the following:

 adverse changes in the markets for and pricing of the Company's products;

 currency exchange rate fluctuations;

 increasing costs and declining productivity;

 risks associated with labour unrest;

 challenges in complying with the Company's obligations under local legislation;

 unanticipated production disruptions (including as a result of safety-related stoppages, labour or community unrest) and other operational difficulties (including delays in commissioning and bringing into production new mining areas);

 changes in mining, environmental, tax and other laws and regulations;

 the impact on the Company's business of inflation and other macroeconomic conditions;

 the capital intensive nature of the mining business and the Company's ability to fund further exploration and new business plans;

 insufficient insurance coverage;

 adverse changes in social, legal, economic or political conditions in Madagascar or the effect of governmental efforts to address present or future economic or social problems;

 competition in the mining industry for workers and for senior management;

 the concentration of substantially all of the Company's mining operations in Madagascar;

 employee health and safety issues;

 environmental laws, regulations and rehabilitation obligations;

 the Company's ability to realise and maximise its business plan, exploration activities, joint ventures and acquisition opportunities;

 the impact of investments, acquisitions and dispositions (including related financing), any delays, unexpected costs or other problems experienced in connection with dispositions or with integrating acquisitions and achieving expected savings and synergies;

Page 32 47783160.08

 uncertainties inherent in estimating the Company's mineral reserves and mineral resources, specifically that the Company might not ever be able to estimate a mineral reserve or resource; and

 criminal acts, bribery, theft, fraud and corruption.

With respect to forward-looking statements contained in this document, the Company has made assumptions regarding:

 foreign exchange rates;

 exploration and development costs;

 future currency and interest rates;

 the Company's ability to access future credit facilities and capital markets to meet its future financial obligations;

 availability of labour and mining equipment;

 general economic and financial market conditions; and

 government regulation in the areas of taxation, royalty rates and environmental protection.

These factors should not be considered exhaustive. The forward-looking statements contained in this Prospectus herein are expressly qualified by this cautionary statement. The Company does not undertake any obligation to publicly update or revise any forward-looking statements except as required by the Prospectus Rules, the Listing Rules and the Disclosure Guidance and Transparency Rules, as appropriate.

Investors are cautioned that forward-looking statements are not guarantees of future performance. The Company makes no representation, warranty or prediction that the results predicted by such forward-looking statements will be achieved and these forward-looking statements represent, in each case, only one of many possible scenarios and should not be viewed as the most likely or standard scenario. Forward-looking statements may, and often do, differ materially from actual results. Any forward-looking statements in this document speak only as at the date of this document, reflect the Group's current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Group's operations, results of operations, growth strategy, liquidity and the availability of new credit. Investors should specifically consider the factors identified in this document that could cause actual results to differ. All of the forward-looking statements made in this document are qualified by these cautionary statements.

Subject to the requirements of the Prospectus Rules, the Disclosure Guidance and Transparency Rules and the Listing Rules, or applicable law, the Company explicitly disclaims any intention or obligation or undertaking publicly to release the result of any revisions to any forward-looking statements in this document that may occur due to any change in the Group's expectations or to reflect events or circumstances after the date of it.

8 No incorporation of website

The contents of the Company's website, any website mentioned in this document or any website directly or indirectly linked to these websites have not been verified and do not form part of this document and investors should not rely on such information.

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9 Definitions and technical terms

A list of defined terms and technical terms used in this document is set out in Part 16, 'Definitions' and Part 17, 'Glossary of Technical Terms'.

10 Data Protection

The information that a prospective investor in the Company provides in documents in relation to a subscription for Placing Shares or subsequently by whatever means which relates to the prospective investor (if it is an individual) or a third party individual ("personal data") will be held and processed by the Company (and any third party in Australia or the UK to whom it may delegate certain administrative functions in relation to the Company) in compliance with the relevant data protection legislation and regulatory requirements of Australia and the UK.

Each prospective investor acknowledges and consents that such information will be held and processed by the Company (or any third party, functionary, or agent appointed by the Company) for the following purposes:

 verifying the identity of the prospective investor to comply with statutory and regulatory requirements in relation to anti-money laundering procedures;

 carrying out the business of the Company and the administering of interests in the Company;

 meeting the legal, regulatory, reporting and/or financial obligations of the Company in Australia, the UK or elsewhere; and

 disclosing personal data to other functionaries of, or advisers to, the Company to operate and/or administer the Company.

Each prospective investor acknowledges and consents that where appropriate for the Company (or any third party, functionary, or agent appointed by the Company) may:

 disclose personal data to third party service providers, affiliates, agents or functionaries appointed by the Company or its agents to provide services to prospective investors; and

 transfer personal data outside of EEA states to countries or territories which do not offer the same level of protection for the rights and freedoms of prospective investors as are afforded in Australia or the UK (as applicable).

If the Company (or any third party, functionary or agent appointed by the Company) discloses personal data to a third party, agent or functionary and/or makes such a transfer of personal data it will use reasonable endeavours to ensure that any third party, agent or functionary to whom the relevant personal data is disclosed or transferred is contractually bound to provide an adequate level of protection in respect of such personal data. Prospective investors are responsible for informing any third party individual to whom the personal data relates of the disclosure and use of such data in accordance with these provisions.

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PART 4 – CONSEQUENCES OF A STANDARD LISTING

Application has been made for the Ordinary Shares to be admitted to the standard segment of the A.3.6.1 Official List. A Standard Listing affords Shareholders and investors in the Company a lower level of regulatory protection than that afforded to investors in companies whose securities are admitted to the premium segment of the Official List, which are subject to additional obligations under the Listing Rules.

It should be noted that the UK Listing Authority will not have the authority to (and will not) monitor the Company's compliance with any of the Listing Rules or those aspects of the Disclosure Guidance and Transparency Rules which the Company has indicated herein that it intends to comply with on a voluntary basis, nor to impose sanctions in respect of any failure by the Company to so comply.

After careful consideration, the Directors have concluded that in order to promote liquidity in the Ordinary Shares through a public listing on the London Stock Exchange whilst allowing a sufficient degree of flexibility for a company of its size and type, it is appropriate for the Company's shares to be admitted to listing on the standard segment of the Official List. In particular, the following are key considerations for the Company's proposed Standard Listing:

 a Standard Listing as compared to a Premium Listing will generally facilitate more cost efficient administration. In this regard, the Company wishes to align its regulatory responsibilities and the associated cost consequences with the Company's size;

 the proposed Standard Listing of the Company will mean that the Company will not be required to comply with the super-equivalent provisions of the Listing Rules which apply to companies with a Premium Listing – this will have a direct cost saving for the Company;

 the Listing Rules for securities with a Standard Listing are far less demanding and stringent than those applicable to securities with a Premium Listing.

The Ordinary Shares will be admitted to listing on the standard segment of the Official List pursuant to Chapter 14 of the Listing Rules, which sets out the requirements for Standard Listings and does not require the Company to comply with, inter alia, the provisions of Chapters 6 to 13 of the Listing Rules (excluding Listing Principles 1 and 2). As a result, the Company's securities will not be eligible for inclusion in the UK series of the FTSE indices.

1 Listing Rules which are not applicable to a Standard Listing

Such non-applicable Listing Rules include, in particular:

 Chapter 8 of the Listing Rules regarding the appointment of a listing sponsor to guide the Company in understanding and meeting its responsibilities under the Listing Rules in connection with certain matters. In particular, the Company is not required to appoint a sponsor in relation to the publication of this document or Admission;

 Chapter 9 of the Listing Rules relating to further issues of shares, issuing shares at a discount in excess of 10 per cent. of market value, notifications and contents of financial information;

 Chapter 10 of the Listing Rules relating to significant transactions which requires Shareholder consent for certain acquisitions;

 Chapter 11 of the Listing Rules regarding related party transactions;

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 Chapter 12 of the Listing Rules regarding purchases by the Company of its Ordinary Shares; and

 Chapter 13 of the Listing Rules regarding the form and content of circulars to be sent to Shareholders.

2 Listing Rules with which the Company must comply under a Standard Listing

There are, however, a number of continuing obligations set out in Chapter 14 of the Listing Rules that will be applicable to the Company. These include requirements as to:

 the forwarding of circulars and other documentation to the UKLA for publication through the document viewing facility and related notification to a regulatory information service;

 the provision of contact details of appropriate persons nominated to act as a first point of contact with the UKLA in relation to compliance with the Listing Rules and the Disclosure Guidance and Transparency Rules;

 the form and content of temporary and definitive documents of title;

 the appointment of a registrar;

 the making of regulatory information service notifications in relation to a range of debt and equity capital issues; and

 at least 25 per cent. of the Ordinary Shares being held by the public in the EEA or the jurisdiction in which the Ordinary Shares are listed.

In addition, as a company whose securities are admitted to trading on an EU regulated market, the Company will be required to comply with the Disclosure Guidance and Transparency Rules 4, 5, 6 and 7.2.

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PART 5 – EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Prospectus published [●] 2017

Admission and commencement of unconditional dealings in Ordinary 8.00 am on [●] 2017 A.3.4.7 Shares on the London Stock Exchange A.3.6.1

Despatch of definitive share certificates (where applicable) No later than [●] 2017

These dates and times are indicative only, subject to change and may be brought forward as well as moved back, in which case new dates and times will be announced. The times referred to above are references to the time in London, UK.

PLACING STATISTICS A.3.4.4 A.3.5.3.1 Placing Price (per Placing Share) [●]

Number of Existing Ordinary Shares in issue before Admission 166,877,538 A.1.21.1.1

Number of Placing Shares being issued pursuant to the Placing [●] A.3.5.1.2

Number of Ordinary Shares being issued pursuant to the Westridge 41,063,333 Equity Heads of Agreement and the non-executive Directors' letters of appointment on Admission

Total number of Ordinary Shares in issue on Admission [●]

Placing Shares as a percentage of the Company's issued share [●] per cent. capital on Admission A.3.9.1

Number of Ordinary Shares on a fully diluted basis following [●] Admission

Gross proceeds of the Fundraising receivable by the Company US$[●]m (£[●]m)

Estimated cash proceeds of the Fundraising receivable by the US$[●]m (£[●]m) A.3.8.1 Company (net of commissions and expenses)

Market capitalisation of the Company on Admission at the Placing US$[●]m (£[●]m) LR2.2.7(1) Price

ISIN [●]

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PART 6 – DIRECTORS, SECRETARY, REGISTERED AND HEAD OFFICE AND A.1.23.1 ADVISERS

Directors Douglas Wu (Non-Executive Chairman) A.1.1.1 Paul Bibby (Chief Executive Officer) A.1.14.1 John Madden (Chief Financial Officer) A.3.1.1 Mark Burridge (Non-Executive Director) Stephen Fabian (Non-Executive Director)

Company Secretary John Madden

Registered & Head office of the Company 211 McIIwraith Street Carlton North A.1.5.1.4 A.1.14.1 Victoria,

Australia

Telephone number +61 3 9381 0859 A.1.5.1.4

Bookrunner Panmure Gordon & Co A.3.5.4.1

1 New Change London EC4M 9AF United Kingdom

English legal advisers to the Company Dentons UKMEA LLP A.3.10.1 One Fleet Place London EC4M 7WS United Kingdom

Australian legal advisers to the Company Dentons Australia Pty Ltd Level 16, 77 Castlereagh Street Sydney NSW 2000 Australia

Malagasy legal advisers to the Company John W Fooks & Co 1st Floor, Immeuble Assist Ivandry Antananarivo 101 Madagascar

Reporting Accountants and Independent Auditors Crowe Clark Whitehill LLP to the Company St Bride's House 10 Salisbury Square London EC4Y 8EH United Kingdom

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Registrar and Depositary Computershare Investor Services plc A.3.4.3 120 London Wall A.3.5.4.2 London EC2Y 5ET United Kingdom

Competent Person Wardell Armstrong International Limited Sir Henry Doulton House A.3.10.3 Forge Lane Etruria Stoke-on-Trent ST1 5BD United Kingdom

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PART 7 – INFORMATION ON THE GROUP

Investors should read this Part 7, 'Information on the Group' in conjunction with the more detailed information contained in this document, including the financial and other information appearing in Part 12 of this document, 'Operating and Financial Review'.

1 Introduction A.1.5.1.1 A.1.5.1.2 The Company is a public company limited by shares, incorporated in Australia and registered in A.1.5.1.3 A.1.5.1.4 Victoria under the provisions of the Corporations Act on 6 October 2009, with the name Indian Pacific A.1.6.1.1 Resources Limited and ACN 139 847 555. The Company is domiciled in Australia. LR2.2.1(1) LR2.2.2(1)

The Company is a mining company engaged in the exploration and development of the Bekisopa Project, the Tratramarina Project and the Ambodilafa Project, iron ore projects in Madagascar.

The Bekisopa Project is considered by the Directors to be of primary importance as it has the potential for some DSO. Further the Bekisopa Project has historic Mineral Resource estimate of 98.6Mt @ 23-65% Fe which includes 13.2Mt @ 50.2 - 64.8% Fe, and with a stated potential estimated at greater than 150Mt.

This historic Mineral Resource estimate was calculated by the UNDP based on their fieldwork and also the work of the BRGM. However, the Mineral Resource estimate does not confirm to a Recognised Standard, such as JORC, and may not be used for economic purposes.

Further details of the Projects and the Company’s strategy for their development are set out below.

Iron is the earth’s fourth most abundant element, and the key ingredient for producing steel. The Directors believe that the Projects have demonstrated the presence of iron and the potential exists for significant Mineral Resources to be developed.

2 Historical and recent work A.1.6.1.1

Since the Company’s incorporation, it has focused on the exploration of mineral projects in Madagascar.

As at the date of this document, the Company has 14 exploration licenses which comprise three principal mineral assets, all of which are iron ore projects in Madagascar:

 the Bekisopa Project;

 the Tratramarina Project; and

 the Ambodilafa Project.

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Figure 1 Location of the Company’s Projects

Source: Extracted from Section 3.1 of the Competent Person's Report

2.1 Key events in the Company’s History

Date Event

A.1.5.1.5 October 2009 The Company is incorporated in Australia and registered in Victoria under the provisions of the Corporations Act as a public company limited by shares.

February 2011 Acquisition of 100 per cent. of Malagasy Holdings (Tratramarina) Pty Ltd from NGM Resources Limited. Through Malagasy Holdings (Tratramarina) Pty Ltd and its controlled entities, IPR holds the Tratramarina Permits.

August 2012 The Company entered into a farm-in agreement with Jubilee to enable the Company to explore for commodities under the Ambodilafa Permits.

June 2014 Malagasy Holdings (Bekisopa) Limited acquired 75 per cent. of IOCM, the holder of the Bekisopa Permits from Cline.

A more detailed summary of the Company’s acquisition of each of the Projects is set out in full in Part 15 of this document, ‘Additional Information'.

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2.2 The Bekisopa Project

The Bekisopa Project is considered by the Directors to be the most important of the Group’s mineral assets. Prior to IPR obtaining the Bekisopa Permits, considerable exploration work was carried out by the BRGM (the French geological survey), and the UNDP.

Below is a summary of the key events in the history of the Bekisopa Project. A more detailed summary of the work completed to date and key findings is set out in full in section 7.3.4 of the Competent Person's Report.

2.3 Key events in the history of the Bekisopa Project

Date Event

1933 Project first recorded by Henri Bésaire

1955 Project geology revised by A. Emberger

1959 – 1962 BRGM exploration programme

1976 – 1978 UNDP exploration programme

Historic Mineral Resource estimate of 98.6Mt @ 23-65% Fe which includes 13.2Mt @ 50.2 - 64.8% Fe, and with a stated potential estimated at greater than 150M*

2004 – 2006 Regional airborne survey by Fugro (funded by World Bank)

2005 – 2010 Cline airborne survey and geophysics conducted

2008 Cline commissioned Bruce Mackie Consulting Services to review the Bekisopa Project

2010 Cline commissioned Geoconsult to review the Bekisopa Project

2014 IPR conducted sampling programme (118 verification samples) with average grade 66.7% Fe

2017 Competent Person Report published by Wardell Armstrong International

Based on the Company’s understanding of the historical work completed and the Company’s work to date, the Directors believe the Bekisopa Project has the following key strengths:

 potential for some DSO;

 historical Mineral Resource estimate of 98.6Mt @ 23-65% Fe1;

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 preliminary capital estimates indicate potentially low capital expenditure (US$245-300 million) ;

 preliminary capital estimates indicate potentially lower quartile operational costs (US$23-25/t Free On Board cash cost); and

 further mineral resource expansion potential through exploration.

1The Mineral Resource estimate nor capital estimates do not confirm to a Recognised Standard, such as JORC, and may not be used for economic purposes.

3 Group Structure

A.1.6.1.1 The Company acts as the holding company of the Group. The Company has the following significant A.1.25 subsidiary undertakings:

Proportion of ownership Place of incorporation Name of subsidiary interest and issued Principal activity and registered office share capital (per cent.)

Malagasy Holdings Australia, 211 McIlwraith 100 Parent company of UEM (Tratramarina) Pty Ltd Street, Carlton North, Victoria 3054

Malagasy Holdings Australia, 211 McIlwraith 100 Holder of 75 per cent. of (Bekisopa) Pty Ltd Street, Carlton North, IOCM Victoria 3054

Universal Exploration Madagascar, Lot II J 120 100 Holder of the Group's Madagascar sarl C, Ambodivoanjo, contractual rights in the Analamanga, Tratramarina Permits Antananarivo 101

Iron Ore Corporation of Madagascar, Lot II J 120 75 Holder of the Bekisopa Madagascar sarl C, Ambodivoanjo, Permits Analamanga, Antananarivo 101

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A.1.7.1 A.1.7.2 3.1 Group structure diagram A.1.25

4 Key strengths A.1.6.1.1

The Directors believe that the Company has the following key strengths:

4.1 The Company has acquired a substantial land package with significant iron ore potential

IPR holds a land package of some 640km2 within the emerging Archean iron ore province of eastern Madagascar. The region is widely acknowledged to host extensive iron-bearing rock formations. IPR has consolidated tenements over priority target areas and is aiming to complete further tenement acquisitions in the future.

4.2 The Projects have favourable locations

By comparison to certain other pre-development iron ore projects, the Projects benefit from reasonable proximity to deep-water coastline. Both the Ambodilafa Project and Tratramarina Project are located less than 50km from the coast. The Directors expect that none of the Projects would require the development of railway infrastructure.

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4.3 Potential for the development of marketable iron ore products

The Directors believe the Bekisopa Project has the potential for some DSO. Alternatively, with the presence of high grade magnetite, some normal sorting, washing and crushing could produce an added value product for sale. Furthermore, the primary magnetite BIF could be amenable to relatively simple concentration to produce a high grade, low impurity product.

4.4 Experienced management

The Board has significant technical, commercial, financial experience within the mining industry. The Directors have a track record of exploring and developing mineral projects globally with specific experience in iron ore.

5 Competent Person's Report and strategy A.1.6.1.1 A.1.23.1 In March 2017, the Company commissioned Wardell Armstrong to prepare an independent competent A.3.10.3 person's report on the Projects. The full report is set out in Part 18 of this document, 'Competent Person’s Report'.

Wardell Armstrong is of the opinion that the Projects have demonstrated the presence of iron and the potential exists for significant Mineral Resources to be developed.

5.1 Geology

All the IPR prospects lie within the Precambrian rocks of Madagascar and are (probably) of Archean or Proterozoic age, the favourable time “window” for major iron ore deposits. The Projects have suffered considerable deformation, probably related to shearing, and are consequently not straightforward “bedded” BIF.

At Bekisopa, the regional “stretching” of the geology due to the effects of the Ranotsara Shear Zone is apparent. It is likely that certain units behaved in rheologically different ways, with some units developing a penetrative schistosity, while the iron ore units fractured and perhaps rotated as coherent blocks. The geological setting at Tratramarina and Ambodilafa is less clear.

5.2 Mineralisation

The primary mineralisation all three Projects appears to be sequences of magnetite BIF. At Bekisopa there is a certain amount of mixed, surficial material, that may be available for early mining.

5.3 Historical Mineral Resource Estimates

No internationally compliant Mineral Resource estimates have been completed to date, though BRGM and the UNDP did make some estimates at Bekisopa. The UNDP calculated a Mineral Resource estimate of 98.6Mt @ 23-65% Fe which includes 13.2Mt @ 50.2-64.8% Fe, and with a stated potential estimated at greater than 150Mt. The Mineral Resource estimate does not confirm to a Recognised Standard, such as JORC, and may not be used for economic purposes. There are no Mineral Resource estimates (compliant or otherwise) for the Tratramarina Project and Ambodilafa Project.

5.4 Recent Exploration and Evaluation

IPR has completed initial exploration works at the Bekisopa, Tratramarina, and Ambodilafa sites that are respectively, ±220km, 15km, and 45km from the coast.

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Bekisopa

Two historic, comprehensive exploration programs have been undertaken first by BRGM (1959-1962) and then by UNDP (1976-78). From 2004-2010 a series of airborne and ground geophysical surveys were completed.

Both the BRGM and UNDP reported mineralised inventories for high grade surficial material (10-13Mt > 50% Fe) and potential for primary material (60-85Mt >30% Fe). Although this work was of a professional standard, these estimates do not comply with a Recognised Standard.

Since acquiring the Bekisopa Permits, IPR has carried out surface and rock chip sampling which has confirmed the prospectivity of high grade, surficial material.

Tratramarina and Ambodilafa

IPR exploration and evaluation work has comprised surface mapping and sampling, diamond drilling and preliminary metallurgical testwork. This work has confirmed the presence of significant thicknesses of magnetite BIF which is readily upgradeable to a high grade, low impurity product.

At both Projects, considerable further evaluation work is required.

5.5 Economic Potential

Wardell Armstrong consider that IPR has successfully proven that there are significant inventories of iron mineralisation at Bekisopa, Tratramarina and Ambodilafa.

Bekiopsa

Wardell Armstrong observed mixed surficial material that contains high grade magnetite, as well as hematite and lateritic soil material. Given this, there is potential for some DSO at Bekisopa. Alternatively, with the presence of high grade magnetite, some normal sorting, washing and crushing could produce an added value product for sale.

Furthermore, the primary magnetite BIF could be amenable to relatively simple concentration to produce a high grade, low impurity product.

Ordinarily, DSO material consists of hematite rather than magnetite material, and work should be completed to confirm the presence of any magnetite or hematite DSO material and its propensity to be upgraded.

While the infrastructure to transport saleable product to port is undeveloped, IPR has undertaken a transport study for the Bekisopa Project, and for the Tratramarina Project, which is some 15km from a potential port.

5.6 Mining

As currently no Mineral Resource estimate exists for the Projects, Wardell Armstrong consider it premature to speculate on possible mining methods which will likely be open pit mines, should they be developed.

It is the opinion of Wardell Armstrong that all of the Projects show favourable characteristics for the development of open pits, as the BIF that makes up the ore also forms prominent ridges which should reduce the stripping ratio.

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5.7 Work Programme

Wardell Armstrong has recommended a phased exploration plan to continue the works completed to A.3.3.4 date (See Appendices 1-3 of the Competent Person's Report) with the aim of improving the knowledge of the lateral extents of the Projects, and completing limited drilling that may allow for the calculation of a maiden Mineral Resource estimate in accordance with the guidelines of the JORC Code or similar international code on one or more of the Projects.

The proposed cost of the work programme for the Projects over a 12 to 18 month period following Admission is set out below.

Project Budget Estimate (USD)

Bekisopa $962,010

Tratramarina $485,135

Ambodilfa $872,010

Total $2,319,156

Source: Extracted from Appendix 3 of the Competent Person's Report

6 Mining and Permits A.1.6.1.1

Most of the Permits are in the process of being renewed. Due to the political crisis that affected Madagascar between 2009-2013, the BCMM has only been operating a limited service largely limited to collection of annual fees in respect of mining permits. Since October 2016 the BCMM began accepting and processing applications for renewals of mining permits. Notwithstanding this, the Company has received Malagasy legal advice from John W Ffooks & Co stating these renewal processes are an administrative formality which, providing relevant application protocol has been followed, will in almost all cases always be approved. John W Ffooks & Co has reviewed the renewal applications submitted to the BCMM in respect of the relevant Permits and have confirmed that in each case the application was made in a form which is acceptable to the BCMM. John W Ffooks & Co has seen no evidence which would suggest that the BCMM would withhold its approval in respect of the renewal of the relevant Permits. John W Ffooks & Co has further received verbal confirmation from the Director of the BCMM that the various renewal applications in relation to the relevant Permits have been received, opened and are being processed by the BCMM. Given the considerable general backlog of applications no firm date for issue of any renewed permits is being given by the BCMM. However, the Company believes the renewed Permits will be issued in the coming months.

John W Ffooks & Co is of the opinion that all the required documentation to renew the relevant Permits has been lodged and accepted by the BCMM and the Group is able to exploit the Permits (subject to the provisions of the Mining Code and the environmental permitting process). This may be done before the issuance of the renewed/transformed physical mining permits and may be viewed as similar to beneficial (as opposed to legal) title to the relevant Permits.

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In the case of the 3757 Permit and the Tratramarina West Permits, the Group holds all beneficial rights and the right to be registered as the legal holder of the permits. The BCMM has commenced the process of addressing the renewal, transformation and transfer of permits that were subject to a moratorium from 2008 to 2014. The Company does not know when the BCMM will complete this process and therefore cannot say when it will be the registered holder of those Permits.

In the case of the Ambodilafa Permits, the Company has a contractual right to explore for and extract certain minerals, with legal title to the permits held by Jubilee.

See paragraphs [13.1], [13.3] and [13.4] of Part 15 of this document, 'Additional Information', for detail on the terms of, and the relevant contractual arrangement relating to, the Permits.

7 The Fundraising A.3.3.4 A.3.5.1.1 The Company is seeking to raise up to US$[●] million (£[●] million) via the Placing of up to [●] A.3.5.1.2 A.3.5.3.1 Ordinary Shares at a price of [●] per share. The Placing Price values the existing share capital at approximately US$[●] million (£[●] million). The net proceeds of the Fundraising will be used as set out in the work programme set out in Appendices 1, 2 and 3 of the CPR. The remaining proceeds from the Fundraising will be applied for working capital and general corporate purpose.

The total amount of capital required for the work programme for the Projects over the 12 to 18 month period following Admission will be approximately US$2.3 million (£[1.8] million).

The Fundraising is conditional upon: (i) Admission; and (ii) the Placing Agreement becoming unconditional in all respects (save for conditions relating to Admission) and not having been terminated in accordance with its terms before Admission.

8 Health, safety and the environment

The safety of the Group's employees, contractors and those in the local communities in which it operates is critical to the effective running of its operations. The Company has developed processes and procedures and safety practices are of a high standard.

9 Insurance

The Group's operations are subject to numerous operating risks normally associated with exploration and mining activities. The Directors believe that its existing insurance coverage is reasonable to cover all general material risks associated with the Company's operations.

10 Employees A.1.17.1

In the past three financial years, the Group has employed, on average, the following numbers of people:

Category 2014 2015 2016

Office and management 3 4 2

Technical and operation 10 7 3

As at the Last Practicable Date, the number of employees of the Group in: (i) office and management; and (ii) technical and operational roles was 2 and 3 respectively.

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11 Properties, leases, plant and drilling equipment

The Group's material assets are its Permits, further details of which are contained in this Part 7 and in paragraphs [13.1], [13.3] and [13.4] of Part 15 of this document, 'Additional Information’.

12 Tax

Further details relating to taxation are set out in Part 14 of this document, 'Taxation'.

13 Working capital

The Company is of the opinion that, following the Fundraising, the working capital available to the A.3.3.1 Group is sufficient for the Group's present requirements, that is for at least the 12 months from the date of this document.

14 Dividend Policy A.1.20.7 A.1.20.7.1 A.3.4.5 The Company has never declared or paid any dividends on the Ordinary Shares. Any decision to declare and pay dividends will be made at the discretion of the Board and will depend on, among other things, the Group's results of operations, financial condition, solvency and such other factors that the Board may consider relevant.

15 Takeover regulations applicable to the Company A.3.4.9

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PART 8 – THE FUNDRAISING

1 Background

Pursuant to the Fundraising, the Company intends to offer, in aggregate, up to [●] Ordinary Shares in A.3.3.4 order to raise an aggregate amount of up to US$[●] million (£[●] million) before commissions and A.3.4.1 A.3.5.1.2 other estimated fees and expenses of approximately US$[●]. Assuming the Placing is taken up in full, A.3.8.1 the Placing Shares will represent approximately [●] per cent. of the issued share capital of the A.3.9.1 Company immediately following Admission.

Under the Fundraising, the Placing Shares will be offered only to certain institutional investors and high net worth persons in the United Kingdom, [●]2 and elsewhere outside the United States.

When admitted to trading, the Ordinary Shares will be registered with ISIN [●] and trade under the symbol "[●]". Immediately following Admission, it is expected that [●] per cent. of the Ordinary Shares will be held in public hands (within the meaning of Listing Rule 14.2.2(4)). No expenses will be charged by the Company to any investor who purchases Placing Shares pursuant to the Fundraising.

Certain restrictions that apply to the distribution of this Prospectus and Placing Shares pursuant to the Fundraising are described in paragraph [7] below, 'Selling Restrictions'.

The net proceeds of the Fundraising will be used as set out in the work programme set out in Appendices 1, 2 and 3 of the CPR. The remaining proceeds from the Fundraising will be applied for working capital and general corporate purposes.

2 Allocation and Pricing

The rights attaching to the Placing Shares issued pursuant to the Fundraising will be uniform in all respects and they will form a single class with the existing Ordinary Shares for all purposes.

Allocations of Placing Shares under the Placing will be agreed between the Company and the Bookrunner. Upon being allocated any Placing Shares under the Placing prospective investors are contractually committed to acquire the number of Placing Shares allocated to them at the Placing Price and, to the fullest extent permitted by law, will be deemed to have agreed not to exercise any rights to rescind or terminate or withdraw from, such commitments.

All Placing Shares issued or sold pursuant to the Fundraising will be issued or sold, payable in full, at the Placing Price. Liability for UK stamp duty and stamp duty reserve tax is described in Part 14 of this document, 'Taxation'.

3 Dealing arrangements

The Placing is conditional on the satisfaction of certain conditions contained in the Placing A.3.4.3 Agreement, which are typical for an agreement of this nature. Certain conditions are related to events A.3.5.1.1 which are outside the control of the Company, the Directors and the Bookrunner.

Further details of the Placing Agreement are described in paragraph [13.12] of Part 15 of this document, 'Additional Information'.

2 Bookrunner to confirm.

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It is expected that Admission will become effective, and that unconditional dealings in the Ordinary Shares will commence on the London Stock Exchange at 8.00 a.m. (London time) on [●] 2017. This may be changed without further notice.

Each investor will be required to undertake to pay the Placing Price for the Placing Shares subscribed A.3.6.1 for by that investor in such manner as shall be directed by the Bookrunner.

Application has been made to the FCA for all of the Ordinary Shares to be admitted to the standard LR2.2.9(1) segment of the Official List of the FCA and to the London Stock Exchange for all of the Ordinary A.3.6.1 Shares to be admitted to trading on the London Stock Exchange's main market for listed securities. The Ordinary Shares are not listed or traded on, and no application has been or is being made for the admission of the Ordinary Shares to listing or trading on, any other stock exchange or securities market.

It is expected that Placing Shares allocated to investors in the Fundraising will be delivered in A.3.6.1 uncertificated form and settlement will take place through CREST on Admission. No temporary documents of title will be issued. Dealings in advance of crediting of the relevant CREST stock account shall be at the risk of the person concerned.

4 CREST

To be traded on the London Stock Exchange's main market, securities must be able to be transferred A.3.4.3 and settled through the CREST system, a UK computerised paperless share transfer and settlement system, which allows shares and other securities, including depositary interests, to be held in electronic form rather than in paper form. For foreign securities, such as the Ordinary Shares, to be transferred and settled through CREST they need to be in the form of Depositary Interests.

The Company, through the Depositary, intends to establish a facility whereby (pursuant to a depositary deed poll to be executed by the Depositary) the Depositary Interests, representing Ordinary Shares, will be issued by the Depositary to persons who wish to hold the Ordinary Shares in electronic form within the CREST system. It is intended that the Company will apply for the Depositary Interests, representing Ordinary Shares, to be admitted to CREST with effect from Admission. Accordingly, settlement of transactions in Depositary Interests representing the Ordinary Shares following Admission may take place within the CREST system if the relevant Shareholders so wish. Shareholders wishing to maintain their investment outside of the CREST system will be entered on the Australian share register and receive a statement as evidence of ownership.

5 Placing Agreement

The Bookrunner has entered into commitments under the Placing Agreement pursuant to which it has agreed, subject to certain conditions, to procure placees for up to [●] Placing Shares to be issued by the Company pursuant to the Placing. The Bookrunner is not obliged to subscribe for such Placing Shares itself. The Placing Agreement contains provisions entitling the Bookrunner to terminate the Placing (and the arrangements associated with it) at any time prior to Admission in certain circumstances. If this right is exercised, the Fundraising and these arrangements will lapse and any moneys received in respect of the Placing will be returned to applicants without interest. The Placing Agreement provides for the Bookrunner to be paid a commission by the Company in respect of the Placing Shares sold. Any commissions received by the Bookrunner may be retained, and any Placing Shares acquired by it may be retained or dealt in, by it, for its own benefit.

Further details of the terms of the Placing Agreement are set out in paragraph [13.12] of Part 15 of this document, 'Additional Information'. Certain selling and transfer restrictions are set out below.

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6 Lock-in arrangements A.1.14.2 A.3.7.3 Pursuant to the Placing Agreement, the Company has agreed that, subject to certain exceptions, during the period of 180 days from the date of Admission, it will not, without the prior written consent of the Bookrunner, issue, offer, sell or contract to sell, or otherwise dispose of, directly or indirectly, or announce an offer of any Ordinary Shares (or any interest therein or in respect thereof) or enter into any transaction with the same economic effect as any of the foregoing.

Pursuant to the Placing Agreement [and the Lock-in Agreement (respectively), [Westridge] and] the Directors have agreed, conditional on Admission, that they will not, and that they will procure that their connected persons will not, dispose of any Ordinary Shares held by them for a period of 180 days from the date of Admission, except in certain limited circumstances. Further details of these arrangements which are contained in the Placing Agreement are set out in paragraph [13.12] of Part 15 of this document, 'Additional Information'.

7 Selling restrictions

The distribution of this document and the offer of Placing Shares in certain jurisdictions may be restricted by law and therefore persons into whose possession this document comes should inform themselves about and observe any restrictions, including those set out in the paragraphs that follow. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

No action has been or will be taken in any jurisdiction that would permit a public offering of the Placing Shares, or possession or distribution of this Prospectus or any other offering material in any country or jurisdiction where action for that purpose is required. Accordingly, the Placing Shares may not be offered or sold, directly or indirectly, and neither this Prospectus nor any other offering material or advertisement in connection with the Placing Shares may be distributed or published in or from any country or jurisdiction except in circumstances that will result in compliance with any and all applicable rules and regulations of any such country or jurisdiction. Persons into whose possession this document comes should inform themselves about and observe any restrictions on the distribution of this document and the offer of Placing Shares contained in this document. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. This document does not constitute an offer to subscribe for or purchase any of the Placing Shares to any person in any jurisdiction to whom it is unlawful to make such offer of solicitation in such jurisdiction.

8 European Economic Area

This Prospectus has been approved by the FCA, being the competent authority in the United LR2.2.10(2)(a)

Kingdom.

In relation to each Member State which has implemented the Prospectus Directive (each, a "relevant member state") no Placing Shares have been offered or will be offered pursuant to the offer to the public in that relevant member state, except that offers of Placing Shares may be made to the public in that relevant member state at any time under the following exemptions under the Prospectus Directive, if they are implemented in that relevant member state:

(a) to any legal entity which is a qualified investor as defined under the Prospectus Directive;

(b) to fewer than 100, or, if the relevant member state has implemented the relevant provisions of the 2010 Amending Directive (Directive 2010/73/EC) of the Prospectus Directive, 150 natural or legal persons (other than qualified investors as defined in the Prospectus Directive) in such

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relevant member state subject to obtaining the prior consent of the Company and the Bookrunner; or

(c) in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that no such offer of Placing Shares shall result in a requirement for the publication of a prospectus pursuant to Article 3 of the Prospectus Directive or any measure implementing the Prospectus Directive in a relevant member state. For the purpose of this provision, the expression an offer to the public in relation to any Placing Shares in any relevant member state means a communication in any form and by any means presenting sufficient information on the terms of the offer and the Placing Shares to be offered so as to enable an investor to decide to purchase the Placing Shares, as the same may be varied in that relevant member state by any measure implementing the Prospectus Directive in that relevant member state. The expression Prospectus Directive means Directive 2003/71/EC (as amended), to the extent implemented in the relevant member state and includes any relevant implementing measure in each relevant member state. In the case of any Placing Shares being offered to a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive, such financial intermediary will also be deemed to have represented that the Placing Shares acquired by it in the Fundraising have not been acquired on a non-discretionary basis on behalf of, nor have they been acquired with a view to their offer or resale to, persons in circumstances which may give rise to an offer of any Placing Shares to the public other than their offer or resale in a relevant member state to qualified investors as so defined or in circumstances in which the prior consent of the Company and the Bookrunner has been obtained to each such proposed offer or resale. The Company, the Bookrunner and their respective affiliates and others will rely upon the truth and accuracy of the foregoing representation, acknowledgement and agreement. Notwithstanding the above, a person who is not a qualified investor and who has notified the Company and the Bookrunner of such fact in writing may, with the prior consent of the Company and the Bookrunner, be permitted to acquire Placing Shares in the Fundraising.

9 United States

The Placing Shares have not been and will not be registered under the Securities Act, or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered, sold, resold, pledged, delivered, distributed or transferred, directly or indirectly, in or into the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States.

10 Agreement to acquire Shares A.3.5.1.1

The Placing is conditional on the satisfaction of certain conditions contained in the Placing Agreement:

(d) Admission having become effective at or before 8.00 a.m. on [●] 2017 or such later time and date as the Company and the Bookrunner may agree (not being later than 8.00 a.m. on [●] 2017); and

(e) the Placing Agreement becoming wholly unconditional (save as to Admission) and not having been terminated in accordance with its terms at any time prior to Admission.

Subject to fulfilment of these conditions, each investor agrees to become a member of the Company and agrees to acquire Placing Shares allocated to it at the Placing Price. To the fullest extent permitted by law, each investor acknowledges and agrees that it will not be entitled to exercise any

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rights to rescind or terminate or, subject to any statutory rights, to withdraw an application for Placing Shares in the Fundraising, or otherwise to withdraw from, such commitment.

This does not affect any other rights an investor may have. Each investor is deemed to acknowledge receipt and understanding of this document and in particular the risk and investment warnings contained in this document.

11 Payment for Shares

Each investor agrees to pay the Placing Price for the Placing Shares issued to or acquired by such investor in such manner as shall be directed by the Bookrunner. In the event of any failure by any investor to pay as so directed, the relevant investor will be deemed thereby to have appointed the Bookrunner to sell (in one or more transactions) any or all of the Placing Shares in respect of which payment has not been made as directed and such investor shall indemnify the Bookrunner in respect of any liability for stamp duty and/or stamp duty reserve tax arising in respect of any such sale or sales and/or any other loss suffered in connection with such failure.

If Admission does not occur, monies will be returned without interest at the risk of the applicant. Liability for UK stamp duty and stamp duty reserve tax is described in Part 14 of this document, 'Taxation'.

12 Representations and warranties

Each investor and, in the case of sub-paragraphs (n) and (o) below, any person confirming an agreement to subscribe for or purchase Placing Shares on behalf of an investor or authorising the Bookrunner to notify the investor's name to the Registrars, represents, warrants, undertakes, agrees and acknowledges to each of the Company, the Registrars and the Bookrunner that:

(a) save as where otherwise noted herein, the content of this document is exclusively the responsibility of the Company and the Directors and that none of the Bookrunner, the Registrars nor any person acting on any of their behalf or any of their respective affiliates is responsible for or will have any liability for any information, representation or statement contained in this document or any information published by or on behalf of the Company or any member of the Group and will not be liable for any decision by an investor to participate in the Fundraising based on any information, representation or statement contained in this document or otherwise;

(b) in agreeing to subscribe for and/or purchase Placing Shares under the Fundraising, the investor is relying solely on this document and any supplementary prospectus that may be issued by the Company, and not on any other information or representation concerning the Group, the Placing Shares or the Fundraising. Such investor agrees that none of the Company, the Bookrunner nor any of their respective directors, officers, partners or employees will have any liability for any such other information or representation and irrevocably and unconditionally waives any rights it may have in respect of any such other information or representation. This paragraph of this Part 8 will not exclude any liability for fraudulent misrepresentation;

(c) the Bookrunner is not making any recommendations to investors or advising any of them regarding the suitability or merits of any transaction they may enter into in connection with the Fundraising, and each investor acknowledges that participation in the Fundraising is on the basis that it is not and will not be a client of the Bookrunner and that the Bookrunner is acting for the Company and no one else in connection with the Fundraising, and will not be responsible to anyone else for the protections afforded to their respective clients, and that the

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Bookrunner will not be responsible to anyone other than the Company for providing advice in relation to the Fundraising, the contents of this document or any transaction, arrangements or other matters referred to herein, and the Bookrunner will not be responsible to anyone in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement or for the exercise or performance of their rights and obligations thereunder, including any right to waive or vary any condition or exercise any termination right contained therein;

(d) if the laws of any place outside the United Kingdom are applicable to the investor's agreement to subscribe for and/or purchase Placing Shares, such investor has complied with all such laws and none of the Company, nor the Bookrunner will infringe any laws outside the United Kingdom as a result of such investor's agreement to subscribe for and/or purchase Placing Shares or any actions arising from such investor's rights and obligations under the investor's agreement to subscribe for and/or purchase Placing Shares and under the Constitution (and, in making this representation and warranty, the investor confirms that it is aware of the selling and transfer restrictions set out in this Part 8);

(e) it understands that no action has been or will be taken in any jurisdiction where action for that purpose is required that would permit a public offering of the Placing Shares or possession or distribution of this document;

(f) if the investor is in the United Kingdom, it is a qualified investor as defined in the Prospectus Directive and also: (i) a person having professional experience in matters relating to investments who falls within the definition of "investment professional'' in Article 19(5) of the Order; or (ii) a high net worth body corporate, unincorporated association or partnership or trustee of a high value trust as described in Article 49(2) of the Order; or (iii) is otherwise a person to whom an invitation or inducement to engage in investment activity may be communicated without contravening section 21 of FSMA;

(g) if the investor is in any EEA state which has implemented the Prospectus Directive, other than the United Kingdom, it is: (i) a legal entity which is a qualified investor as defined under the Prospectus Directive; or (ii) a legal entity which is otherwise permitted by law to be offered and sold Placing Shares in circumstances which do not require the publication by the Company of a prospectus pursuant to Article 3 of the Prospectus Directive or other applicable laws;

(h) the investor will not offer, sell, renounce, transfer or deliver, directly or indirectly, any of the Placing Shares in Australia, Canada, Japan or the Republic of South Africa or to any national, resident or citizen of Australia, Canada, Japan or South Africa other than as may be permitted under the applicable law in the relevant jurisdiction and the investor acknowledges that the Placing Shares have not been and will not be registered under the applicable securities laws of Australia, Canada, Japan or the Republic of South Africa and that the same are not being offered for subscription or sale, and may not, directly or indirectly, be offered, sold, transferred or delivered, in Australia, Canada, Japan or the Republic of South Africa other than as may be permitted under the applicable law in the relevant jurisdiction;

(i) the investor is participating in the Fundraising in compliance with the selling and transfer restrictions set out in this Part 8, including the representations and acknowledgements contained therein. The investor acknowledges that the Placing Shares have not been and will not be registered under the Securities Act, or qualified for sale under the laws of any state of the United States, and may not be offered or sold, directly or indirectly, in or into the United States except pursuant to an exemption from, or in a transaction not subject to, the

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registration requirements of the Securities Act and in compliance with any applicable securities laws of any state of the United States;

(j) the investor is liable for any capital duty, stamp duty, stamp duty reserve tax and all other stamp, issue, securities, transfer, registration, documentary or other duties or taxes (including any interest, fines or penalties relating thereto) payable outside the United Kingdom by it or any other person on the acquisition by it of any Placing Shares or the agreement by it to acquire any Placing Shares;

(k) in the case of a person who confirms to the Bookrunner, on behalf of an investor, an agreement to subscribe for and/or purchase Placing Shares and/or who authorises the Bookrunner to notify the investor's name to the Registrars, that person represents and warrants that he, she or it has authority to do so on behalf of the investor;

(l) the investor has complied with its obligations in connection with money laundering and terrorist financing under the Proceeds of Crime Act 2002, the Terrorism Act 2000 and the Money Laundering Regulations 2007 (the "Regulations") and, if it is making payment on behalf of a third-party, it has obtained and recorded satisfactory evidence to verify the identity of the third party as required by the Regulations;

(m) the investor is not, and is not applying as nominee or agent for, a person which is, or may be, mentioned in any of sections 67, 70, 93 and 96 of the Finance Act 1986 (depositary receipts and clearance services);

(n) if it is acquiring Placing Shares as a fiduciary or agent for one or more investor accounts, it represents that it has sole investment discretion with respect to each such account and they have full power to make the foregoing acknowledgements, representations and agreements on behalf of each such account;

(o) in the case of any Placing Shares acquired by it as a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive: (i) the Placing Shares acquired by it in the Fundraising have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in any relevant member state other than qualified investors as defined under the Prospectus Directive, or in other circumstances falling within Article 3(2) of the Prospectus Directive and the prior consent of the Bookrunner has been given to the offer or resale; or (ii) where Placing Shares have been acquired by it on behalf of persons in any relevant member state other than qualified investors, the offer of those Placing Shares to it is not treated under the Prospectus Directive as having been made to such persons.

For the purposes of this provision, the expression an "offer'' in relation to any of the Placing Shares in any relevant member states means the communication in any form and by any means of sufficient information on the terms of the offer and any Placing Shares to be offered so as to enable an investor to decide to subscribe for the Placing Shares, as the same may be varied in that relevant member state by any measure implementing the Prospectus Directive in that relevant member state.

The Company, the Registrars and the Bookrunner will rely upon the truth and accuracy of the foregoing representations, warranties, undertakings, agreements and acknowledgements. If any of the foregoing representations, warranties, undertakings, agreements and acknowledgments are no longer accurate or have not been complied with, the investor shall promptly notify the Company.

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13 Supply and disclosure of information

If the Company or the Bookrunner or any of their agents request any information about an investor's agreement to subscribe for and/or purchase Placing Shares, such investor must promptly disclose it to them and ensure that such information is complete and accurate in all respects.

14 Miscellaneous

The rights and remedies of the Company, the Registrars and the Bookrunner under these terms and conditions are in addition to any rights and remedies which would otherwise be available to them, and the exercise or partial exercise of one will not prevent the exercise of others.

On application, each investor may be asked to disclose, in writing or orally, to the Company or the Bookrunner: (i) if he or she is an individual, his or her nationality; or (ii) if he, she or it is a discretionary fund manager, the jurisdiction in which the funds are managed or owned.

All documents will be sent at the investor's risk. They may be sent by post to such investor at an address notified to the Company or the Bookrunner.

Each investor agrees to be bound by the Constitution (as amended from time to time) once the Placing Shares which such investor has agreed to subscribe for and/or purchase have been issued or transferred to such investor.

The Company and the Bookrunner expressly reserve the right to modify the Fundraising (including without limitation, its timetable and settlement) at any time before closing.

The contract to subscribe for and/or purchase Placing Shares, and the appointments and authorities mentioned herein will be governed by, and construed in accordance with, the law of England and Wales. For the exclusive benefit of the Company and the Bookrunner, each investor irrevocably submits to the exclusive jurisdiction of the courts of England and Wales in respect of these matters. This does not prevent an action being taken against an investor in any other jurisdiction.

In the case of a joint agreement to subscribe for Placing Shares, references to a purchaser or an investor in these terms and conditions are to each of such purchasers and/or investors who are a party to that joint agreement and any purchaser's and investor's liability is joint and several.

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PART 9 – DIRECTORS AND CORPORATE GOVERNANCE

1 Directors A.1.14.1 A.1.16.1 The following table lists the names, positions and ages of the Directors and the year they were appointed:

Name Age Position Appointed

Douglas Wu 56 Non-Executive Chairman January 2017

Paul Bibby 58 Chief Executive Officer July 2015

John Madden 59 Chief Financial Officer October 2009

Mark Burridge 49 Non-Executive Director January 2017

Stephen Fabian 53 Non-Executive Director January 2017

Douglas Wu (Non-Executive Chairman) A.1.14.1

Douglas is founder and CEO of Whitwell Partners, a merchant banking firm investing in and advising companies. He has been involved with founding and financing several natural resource companies that have been sold to large, strategic investors. He is Senior Advisor to a family office, allocates capital to alternative investment firms and co-investment opportunities and was chief executive officer of G2 Natural Resources, a joint venture with G2 Investment Group. He was formerly Managing Director of Rothschild Emerging Markets LLC/ Croesus Capital Management, a hedge fund group affiliated with Rothschild, Inc. where he managed a natural resources portfolio. Douglas began his career at the Thomas H. Lee Company, a private equity firm. He is a graduate of Harvard College and Harvard Business School and is Industrial Sector Leader for New York Harvard Business School Alumni Angels. Douglas in a resident of the United States.

Paul Bibby (Chief Executive Officer) A.1.14.1 Paul is a metallurgist with over 35 years’ experience across the mining and metals industry. Paul spent 23 years with Rio Tinto in various operational, technological and business development roles. From an operational perspective, Paul held a number of metallurgical management roles at Rio Tinto Aluminium (formerly Comalco), Kaltim Prima Coal and Rio Tinto Iron Ore (formerly Hamersley Iron) where he was manager of metallurgy at both Dampier and Paraburdoo. Paul joined Zinifex in 2004 as General Manager-Technology and then played a leading role in the merging of the Umicore (formerly Union Miniere) and Zinifex zinc smelting businesses to form Nyrstar. As Chief Development Officer at Nyrstar based in London, Paul was part of the management team that worked with bankers to raise around €2 billion in London and New York to fund the merger as well as return funds to the founding shareholders of Nyrstar. On returning to Australia, Paul was appointed chief executive officer of OceanaGold Corporation in 2009 and was instrumental in its equity raising activities in Europe and North America to improve its balance sheet and advance gold projects. In recent years, Paul has performed a number of “work-out” roles for Australian listed entities which involved various asset sales and reorganisations.

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John Madden (Chief Financial Officer) A.1.14.1

John is an accountant with over 30 years' experience in the mining industry. John joined CRA Limited (now Rio Tinto) from the University of Melbourne in 1981 and held a number of corporate positions in accounting, planning, business analysis, taxation and strategy and acquisitions. Between 1996 and 2000, John was Manager Finance for the Rio Tinto/Freeport Joint Venture in West Papua. In 2000, John was appointed General Manager Finance for Morobe Consolidated Goldfields Limited in Papua New Guinea, where he was responsible for all commercial, legal and risk assessment studies performed as part of the feasibility study for the development of the Hidden Valley Gold Project.

In 2003, John returned to Australia where he joined Indophil Resources NL as General Manager- Commercial. John was responsible for all accounting, business analysis, corporate secretarial, legal and taxation functions in Australia and the Philippines. John was also responsible for all commercial functions associated with the Indophil Pre-Feasibility Study for the Tampakan Copper-Gold Project, which ultimately led to the decision by Xstrata Queensland Limited to exercise its option to acquire a controlling interest in the Tampakan Copper-Gold Project. John resigned from Indophil at the end of 2007 and provided consulting advice to Indophil as well as other mining entities including the Australian Premium Iron Ore Joint Venture, Intrepid Mines Limited, Mesa Minerals Limited and Ok Tedi Mining Limited before founding the Company in October 2009 and the acquisition of its principal assets in February 2011.

Mark Burridge (Non-Executive Director) A.1.14.1

Mark has 25 years’ experience in the international metals and mining industry with experience in project management, operational turnarounds, corporate restructuring, M&A transactions and financings. After graduating from the Royal School of Mines, Mark then went on to develop his early career with Barrick Gold Corporation where he worked as a Geological Engineer. Mark worked in investment banking and became a ranked analyst. Mark then returned to the industry in the role of chief executive officer of Cambrian Mining plc. In addition to overseeing the financing and development of several mining operations, he led a comprehensive corporate restructuring programme that culminated in the takeover of Cambrian by Western Coal. Since Cambrian, Mark has worked as an interim chief executive officer, adviser and director for junior mining companies. Mark is a resident of the United Kingdom.

Stephen Fabian (Non-Executive Director) A.1.14.1

Stephen is a mining engineer, University of NSW, with over 25 years of experience in the resources sector working as a fund manager, mining analyst and Chief Executive Officer of numerous mining ventures. Stephen has extensive iron ore experience and has been involved in two highly successful iron ore vehicles in Brazil, Ferrous Resources and South American Ferro Metals, raising over $800 million from public markets. Stephen is a resident of the United Kingdom.

2 Corporate Governance A.1.16.4

Board of Directors

The Board currently comprises two executive and three executive directors. The Company does not regard any of its executive or non-executive Directors as independent.

As a consequence of the Ordinary Shares being admitted to trading on the Standard segment of the Official List, the UK Corporate Governance Code published by the Financial Reporting Council will not apply to the Company. Also, as the Company is not listed on the ASX, it will not be complying with the Corporate Governance Principles and Recommendations.

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The Board oversees the performance of the Group's activities. It comprises experienced board members who have held senior positions in a number of public and private companies. The Board is responsible to Shareholders for the proper management of the Group. The non-executive Directors have particular responsibility to ensure that the strategies proposed by the executive Director(s) are carefully considered.

The Board intends to meet regularly throughout the year. Prior to such meetings taking place, an agenda and board papers will be circulated to the Directors so that they are adequately prepared for the meetings.

To enable the Board to discharge its duties, all Directors have full and timely access to all relevant information.

There is no agreed formal procedure for the Board (or members thereof) to seek independent professional advice but, pursuant to their letters of appointment, the Non-Executive Directors may, where appropriate, take independent professional advice at the Group's expense.

Directors are elected at general meetings of the Company. Retirement will occur on a rotational basis A.1.16.1 so that any Director who has held office for three or more years or three or more annual general meetings (excluding any managing Director) retires at each annual general meeting of the Company.

The composition of the Board will be reviewed regularly to ensure that the Board has the appropriate mix of expertise and experience. The Constitution provides that the number of directors that may be appointed cannot be fewer than three. Two directors present at a board meeting will constitute a quorum.

Committees

The Company's Board committees are constituted as follows: A.1.16.3

Chairman Members

Audit Committee Douglas Wu Stephen Fabian

Remuneration Committee Douglas Wu Stephen Fabian

The deliberations of the various committees referred to below, do not reduce the individual and collective responsibilities of Board members with regard to their fiduciary duties and responsibilities, and they must continue to exercise due care and judgement in accordance with their statutory obligations.

These terms of reference are subject to the provisions of the Constitution and any other applicable law or regulatory provision in force in Australia, and the Listing Rules.

Audit Committee A.1.16.3

The Board has established an Audit Committee with formally delegated duties and responsibilities. The Audit Committee is chaired by Douglas Wu and its other member is Stephen Fabian. The duties of the Audit Committee are to: consider the appointment, re-appointment and terms of engagement of, and keep under review the relationship with, the Company’s auditors, to review the integrity of the Company’s financial statements, to keep under review the consistency of the Company’s accounting policies and to review the effectiveness and adequacy of the Company’s internal financial controls. In addition, it will receive and review such reports as it from time to time requests from the Company’s

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management and auditors. The Audit Committee will meet at least three times a year and external auditors may be required to attend meetings.

Remuneration Committee

The Board has established a Remuneration Committee with formally delegated duties and responsibilities. The Remuneration Committee is chaired by Douglas Wu and its other member is Stephen Fabian. It is expected to meet not less than twice a year. The Remuneration Committee has responsibility for reviewing and determining, within agreed terms of reference, the Group’s policy on the remuneration of senior executives, directors and other key employees and specific remuneration packages for executive directors, including pension rights and compensation payments. It is also to be responsible for making recommendations for grants of options under the Long Term Incentive Plan described in paragraph [11] of Part 15 below. The remuneration of non-executive Directors is a matter for the Board and no Director may be involved in any discussions as to his or her own remuneration.

In addition to the Audit and Remuneration Committees which have formally delegated duties and responsibilities within written terms of reference the Board may set up additional Committees as appropriate.

Share Dealing Policy

The Company will adopt, on Admission, a share dealing policy requiring all Directors and certain employees to obtain prior written clearance to deal in linked shares from either the chairman or any other Director designated by the Board for that purpose. The Chairman requires prior written clearance from the chief executive officer, the senior independent director or a committee of the Board or other officer nominated for that purpose by the chief executive officer. The chief executive officer requires prior written clearance from the chairman or the senior independent director or a committee of the Board or other officer nominated for that purpose by the chairman.

Closed periods (as defined in the share dealing policy) are observed as required by MAR and other rules that apply to the Company which its shares are listed. During these periods, the Company's directors, executives and inside employees are not permitted to deal in the Company's securities. Additional closed periods are enforced when the Company or its applicable employees are in possession of inside information.

Anti-bribery

The Company adopted a Bribery, Fraud and Corruption Policy in 2011 which implements anti-bribery procedures, which apply to the Group and all its directors, officers, employees, consultants and contractors anywhere in the world. The policy and procedures have been developed following an assessment of the risks applicable to the Group's business and include a process for identifying and reporting suspicious conduct, and procedures for recording, approving and accounting for payments such as gifts and hospitality.

All personnel will receive a guidance booklet and training in relation to the Group's Bribery, Fraud and Corruption Policy and procedures.

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PART 10 – MADAGASCAR OVERVIEW AND REGULATORY FRAMEWORK

1 Country Overview

1.1 Overview

Madagascar is located approximately 400km off the east coast of Mozambique in the Indian Ocean. It is the world's fourth largest island and covers an area of approximately 590,000km2, extending over 1600km from north to south and some 800km east to west.

Madagascar's topography is characterized by a mountainous central plateau and surrounding coastal plain. The climate is diverse but has two defined seasons, a hot, rainy season from December to March/April, and a cooler dry season from April/May to November. The rainy season causes difficulty in travelling off the main highways and for exploration, effectively limiting drilling to the dry season.

Antananarivo is the capital of the country and largest city in Madagascar with an estimated population of 2.6 million. Antananarivo has international flight connections with the following airlines:

Airline Airport

Air France Paris-Charles de Gaulle

Air Mauritius Mauritius

Ethiopian Airways Addis Ababa

Kenya Airways Nairobi-Jomo Kenyatta

South African Airways Johannesburg- OR Tambo

Turkish Airlines Istanbul Ataturk Airport

Air Madagascar also provides services to Paris, ohannesburg, Mauritius, Nairobi, and R union from Ivato International Airport, which is located 16km from Antananarivo. Air Madagascar also has regularly scheduled domestic jet and propjet flights throughout the country.

The port of Toamasina handles 90 per cent. of Madagascar’s container traffic and more than 80 per cent. of all trade traffic. The Malagasy government with assistance from the International Finance Corporation has reformed legal and regulatory frameworks to increase private sector participation.

1.2 Economy

Madagascar is one of the poorest countries in the world, with annual gross domestic product (“GDP”) per capita of approximately US$453 in 2014. Its economy is based on agriculture, which accounts for approximately 26 per cent. of gross value added and 75 per cent. of those in employment over 10 years of age. The Malagasy economy has been gradually improving and the medium-term outlook is encouraging. GDP growth is expected to reach 4.1 per cent. in 2016, exceeding the average rate of 2.6 per cent. recorded over the past five years.

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Chart 1 – GDP, annual growth (%) (1960-2015)

Source: World Bank

The Malagasy economy may be subject to changing demand from trading partners and commodity price volatility. Madagascar’s largest trading partner is France, accounting for 23.5 per cent. of exports in 2015, although trade levels have been declining. Other important trading partners include the United States (8.3 per cent. of exports), China (15.3 per cent. of imports) and European Union countries such as the Netherlands (6.5 per cent. of exports) and Germany. Lower commodity prices have presented mixed fortunes for Madagascar. On the one hand, as a net fuel importer lower oil prices have benefitted the economy. On the other hand, lower nickel prices have affected export values and taxation income. In the first ten months of 2016 Madagascar exported US$410 million worth of mining products, a decline of 10 per cent. compared to the same period the year before. The value of non-mining exports increased by 22.3 per cent. in 2016, largely driven by higher revenues from vanilla and cloves.

Chart 2 – Mineral rents (% of GDP) (2004-2015)

Source: World Bank

The World Bank believe that the medium-term economic growth outlook is positive. However, the positive growth trajectory is dependent on maintaining political and macroeconomic stability, and implementing key reforms.

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1.3 Population

The population of Madagascar is increasing and as of 2015 was estimated by the United Nations to be approximately 24.2 million. Similar to most sub-Saharan African countries, the population is young with a median age of 18.7 as of 2015. 35 per cent. of the population are estimated to live in urban areas.

Chart 3 – Population, total (1960-2015)

Source: World Bank

Chart 4 – Population, median age (1950-2015)

Source: United Nations

Madagascar's population is predominantly of mixed Malay and East African origin. More than nine- tenths of the population is Malagasy, which is divided into about 20 ethnic groups. The largest and most dominant of the groups is the Merina people, who are scattered throughout the island. About 45 per cent. of the Malagasy are Christian, divided almost evenly between Roman Catholic and Protestant. Most people practice traditional religions. Malagasy and French are the official languages.

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1.4 History

1.4.1 Overview

Archaeological investigations in the 20th century indicated that human settlers reached Madagascar about 700 ce. Madagascar is mentioned in the writings of Marco Polo, but the first European known to have visited the island was Diogo Dias, a Portuguese navigator, in 1500.

The major periods in Malagasy history can be summarised as:

Kingdom of Madagascar (1810 –1861)

French colonial period (1896 –1945)

The French Union (1946 – 1958)

The First Republic (1958 – 1975)

The Second Republic (1975 – 1992)

The Third Republic (1992 – 2010)

High Transitional Authority (2009 – 2014)

The Fourth Republic (2014 – present)

1.4.2 Recent political events

Marc Ravalomanana was elected president in December 2006. During his second term, opposition leaders began to criticize Ravalomanana for increasing corruption and authoritarianism. In January 2009, Andry Rajoelina, the mayor of Antananarivo, attempted to unconstitutionally remove Ravalomanana from office. He resigned in March 2009, turning power over to the military. The military named Rajoelina president and he promised new elections within 24 months. After a series of postponements, in August 2013, the Malagasy electoral court invalidated the candidacy of Rajoelina, Lalao Ravalomanana (wife of the former president), and former president Didier Ratsiraka, finally clearing the way for elections.

At the last presidential election held in December 2013 Hery Rajaonarimampianina was elected as President having attracted approximately 53.5 per cent. of the vote. Voter turnout was estimated as approximately 48 per cent.

1.5 Political system

Madagascar’s current constitution provides for a unitary republic with a president as the head of state and a prime minister as the head of government. The president is elected by popular vote to no more than two five-year terms. The president appoints the prime minister, who is presented by the majority party or coalition in the Assemblée Nationale (National Assembly). The legislative branch is bicameral and consists of the aforementioned National Assembly and the Sénat (Senate). The members of the National Assembly are directly elected to five-year terms.

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2 Legal System

2.1 Background

The legal system in Madagascar is based upon the French civil law system. This is a codified legal system based on the Napoleonic model. As in all civil law systems, statute law (which is contained in a series of codes) has the greatest importance. In contrast with common law systems, the doctrine of precedent (jurisprudence) has little weight.

Most of the current codes were implemented more than forty years ago. Many of these have not been updated for some time. However, the government of Madagascar has updated laws in key areas – for example, a new Companies Code and Labour Code were enacted in 2004.

The mining sector was brought up to date with the Mining Code in 1999, and the LGIM in 2002.

The Government of Madagascar is considering a review of the Mining Code and the LGIM. Several drafts have been circulated or seen since 2009 and commented upon by the Chamber of Mines in Madagascar (the local industry body). However, no firm date or timetable for reform of the sector has been published or definitive draft published for consultation.

2.2 Legal Process

The following procedure is adopted for enactment of new laws:

(a) After consulting with various interested parties the government drafts a proposition.

(b) The proposal is presented to Parliament for approval.

(d) After Senate approval, it is passed to the Constitutional Court, which opines on its constitutionality.

(e) Following validation by the Constitutional Court, the law is returned to the President for signature.

(f) Once signed, the law must be published in the official journal along with a decree bringing the law into force.

In the event that the new law is uncontroversial and meets no opposition, it routinely takes about six months between proposition and coming into force. In the event that further clarification is necessary under the law, or is required as a matter of practicality, laws are backed up by interpretive decrees. These are issued directly by the minister responsible for the law and may be issued without the need for approval by Parliament.

2.3 Dispute Resolution

Trials of commercial cases are held at first instance before a single judge who may sit with two assessors but without jury. Parties are represented by an avocat, the equivalent of a barrister or trial attorney. In the trial, much more reliance is placed on written submissions than in common law jurisdictions, and much less legal argument takes place in court.

Parties have the right of appeal to the Court of Appeal, where up to three judges will hear the case, again largely on written submission. Cases usually take a few months to reach the Court of Appeal.

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Following the Court of Appeal, parties can appeal to the Cour de Cassation on points of law and procedure only. This will be heard by up to five judges. Beyond the Cour de Cassation lies the Supreme Court, again comprising five judges, for a final finding in law.

As an alternative to the court system, arbitration is recognised in Madagascar and foreign arbitral awards are enforceable. Madagascar has its own arbitration centre.

2.4 Corporate law

The system of company and corporate law in Madagascar is now similar to that found in any other French-speaking country. Since the new Companies Code was implemented in 2004, the procedure for setting up and operating companies has become much simpler.

There are two sorts of company of interest to the foreign investor: the société à responsabilité limité or SARL (similar to an English limited company) and the société anonyme or SA (similar to an unlisted English plc).

An SARL is administered by the gérant, or statutory directory. The gérant is appointed by the shareholders in the statutes or by extraordinary general meeting of the Company. The gérant has full powers to run the company and it is very difficult to limit his apparent authority when dealing with third parties. Should he exceed the authority he has under his appointment, no recourse is available against the third party to unwind any unauthorised transaction or claim compensation. Action may be taken by the shareholders against the gérant but this may not be effective.

An SA with more than three shareholders is managed by a directeur général and administered by three to 12 administrateurs (administrators, similar to the board of directors, which has a President (chairman of the board)). The Directeur Général is responsible for management issues while the administrators are responsible for the internal running of the company (board meetings, approving accounts, etc). If an SA has fewer than four shareholders, the structure is collapsed into one position, the administrateur général, who has full and unfettered power to run the company.

There is no obligation to have local shareholders and an SA or an SARL can be owned 100 per cent. by foreign people or companies. However, someone involved in the management or administration of a Malagasy company must be either a national or a resident foreigner. In the case of an SARL this means that the gérant must be resident in Madagascar or a Malagasy national. For an SA, one of the administrators or the Directeur Général or his deputy must be resident in Madagascar or a Malagasy national.

A company’s internal operation is much the same in Madagascar as elsewhere. A company is run for the benefit of its shareholders, it makes its decisions through its directors and these are all recorded as minutes in the company’s records.

Under Malagasy company law, companies are free to contract as they wish. No permissions or permits are required after a company’s incorporation to allow it to carry on business.

A system exists in Madagascar for a company to charge or pledge its assets by way of security for a loan. While this is not identical with systems in common law jurisdictions, it still has effect as long as procedure is respected. Rights under permits or contracts can be pledged or assigned as well as rights to physical goods.

Malagasy companies can open foreign currency accounts in Madagascar and can receive and send foreign currency. Payments within Madagascar must be made in Ariary and transfers within

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Madagascar of foreign exchange are not allowed. Foreign exchange is freely available and the Ariary is freely convertible.

3 Regulatory Framework for Mining

3.1 Mining law

The point of departure for mining investments in Madagascar is the Mining Code, which has been in force since 1999. This should be read in conjunction with Decree N°2000-170, which sets out the technical details for the implementation of the Mining Code and Law no. 2005-025 of 17 October 2005 which amends the Mining Code.

The Mining Code covers all aspects of mining. The most important aspect to consider at the present time is permitting. For all permits, only one permit exists per square. The Minister of Mines must sign each individual permit, although this is not required for Autorisation Exclusive de Réservation de P rimètre (“AERP”) (permit reservations).

Under the Mining Code, Madagascar is divided into squares of 625m x 625m. Squares issued prior to the date of the Mining Code (which were 2.5km x 2.5km) were automatically converted into 16 “new” squares.

Permits are administered by the BCMM, the Madagascar Mining Registry. It operates on a first-come, first-served basis. The system has historically operated in a reliable, stable fashion and the risk of expropriation is low.

There are four basic types: AERPs (permit reservations valid for three months and not renewable); Permis de Recherche (“PR”), or Exploration Permit; Permis Reserv aux Petits Exploitants (“PRE”) or Individual Mining Permit; and Permis d’Exploitation (“PE”) or Exploitation Permit. Applications for a PRE can only be made by a Malagasy citizen; applications for AERPs, PRs and PEs can be made by either citizens or by a Malagasy registered company (SA or SARL). There is no restriction on the size or nationality of shareholding in the company that holds a mining permit, nor on transfers of shares within that company.

An AERP is a temporary permit area reservation. It can be applied for over any free area. It gives an exclusive right over the area for three months and it is not renewable from issue. At the holder’s option it can be surrendered or transformed into a PR.

In order to exploit a square commercially, the permit must be transformed into an Exploitation Permit. This is done essentially by completing an environmental impact assessment and paying the fee prescribed from time to time. The exploitation permit is granted for forty years, renewable in increments of twenty years .

Both Exploration and Exploitation permits are real property rights that can be bought, sold, mortgaged or otherwise charged or disposed of.

Under the Mining Code, the holder of a permit has a right to occupy the surface of the square concerned, subject to payment of a reasonable rent. There is a procedure set out in the Mining Code in the event that the owner of the surface rights cannot reach an agreement with the permit holder. Similarly, the holder of the permit has rights to construct and operate equipment necessary for the exploitation of the square in question. Again, this is subject to the payment of a reasonable rent to be imposed if not agreed.

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The Mining Code further requires Exploration Permit holders to undertake an environmental impact assessment before transforming their permit into an Exploitation Permit . The terms of this are specified in an inter-ministerial decree known as the “MECIE” decree.

If minerals are found within the permit area that are not listed on the permit, these must either be left in the ground or the scope of the permit changed.

A royalty is payable based on the value of the product extracted. The Mining Code states that this is two per cent. of the value of the first sale. However, for large exports of ore (rather than refined product) it can be difficult to define when the first sale takes place. The Mining Department of the Ministry of Energy and Mines has defined this point as being the first export sale and procedures are in place to avoid tax evasion by transfer pricing.

3.2 Permitting generally

The first step for a company undertaking a mining project in Madagascar is to obtain an Exploration Permit (PR). The Exploration Permit allows the company to carry out research activities. To advance a mining project to the commercial phase, an Exploitation Permit is required. One of the main requirements for converting the Exploration Permit is to complete an Environmental Assessment (“EA”). Included in the EA will be an Environmental Management Plan (“EMP”).

The LGIM provides the mine developer with significant incentives. Included in the LGIM application is an investment plan as well as the EMP.

It should be noted that there are no official texts in Madagascar dealing with the terms and conditions for mineral extraction, processing or export.

The principal documents associated with a mining project are the mining permit, the EMP and the plan d’investissement (project investment plan issued for the certification under the LGIM).

The LGIM issues guarantees that the terms of any permit (exploration, exploitation or environmental) will not be changed after the grant thereof. As well as these three major documents there are a large number of permits issued subsequently by the various ministries responsible. The majority of the permits will be issued by the Ministry of Energy and Mines and the Ministry of Environment, with other permits being issued by the Ministry of Territory and Development, the Ministry of Transportation, the Ministry of Civil, Ministry of Telecommunications, The Ministry of Water and Forests, the Ministry of Agriculture, the Ministry of Culture and the Ministry of Defence.

3.3 The LGIM

Should a project progress to the stage of commercial exploitation, the following will be relevant.

The LGIM provides for certain investment incentives for qualifying projects and is a key ingredient in making a large project attractive investors. Certification of a project under the LGIM requires completion of environmental studies, issuance of mining or exploration permits, and certification by the Malagasy government of the investment plan, which must exceed approximately US$25m. Certification can technically be achieved based on exploration permits and an EA for the exploration activities, provided sufficient detail is available regarding the financing and project development activities. Certification ties the project sponsors to certain timetables regarding development, however, such that early certification is not necessarily beneficial.

Key benefits of the LGIM include:

(a) Reduction of the royalty fee to one per cent.;

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(b) Duty free import of all project equipment and material;

(d) Stability guarantees concerning legislation;

(e) Rights and guarantees to foreign currency including offshore accounts; and

(f) Guarantees concerning foreign workers.

3.4 LGIM Application Process

An outline of the certification process is presented below together with the key features of the application process:

(a) Application can be made, and certification granted, on the basis of Exploration Permits.

(b) The key parameter governing certification is the investment amount, which must be greater than the threshold amount, currently estimated at 50 billion Ariary, (approximately US$25 million).

(c) Certification of the project ties the project sponsors into a timeline, with commencement of initial works required within one year of certification and the beginning of commercial operations within five years.

(d) Application requires a provisional financing plan and a feasibility study.

(e) The application outline is fixed by the Ministry of Mines and Energy.

(f) The application process has set timeframes for governmental review and approval.

The entire process after submission of a complete application may take up to four months from the date of application.

3.5 Key Components of the LGIM Application

The required components of the application include:

(a) an application letter indicating:

(i) the identity of the permit holder;

(ii) the references of the project mining permits;

(iii) the identity of the investors; and

(iv) information about the form of corporate entity to be used;

(b) the feasibility study of the project;

(i) the calculation of the investment amount;

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(ii) the lists of the generic categories and indicative quantities of the materials, goods; and

(iii) equipment necessary for the building, equipment, and maintenance of the project and any public utility infrastructure;

(d) audited financial statements of the investors proving they have the required equity for the financing plan;

(e) a current letter from an experienced international bank indicating that the project is financeable if Eligibility Certification is obtained;

(f) a certified copy of the valid Environmental Authorization related to the mining permits;

(g) a document specifying the steps taken to obtain the Environmental Authorization for the subsequent stages of the project; and

(h) a commitment to reserve the production for export and the application for exemption from VAT of imports in the list above.

3.6 Environmental review and permitting process for a mining project

As a first step, any person or entity who wishes to conduct mineral prospecting is obliged to make a prior declaration to the BCMM. This declaration of prospecting is valid for one year from the date of approval by the BCMM.

After this, the adoption of the Malagasy Environment Charter and the promulgation of the MECIE decree impose an obligation for any public or private investment project likely to undermine the environment to be examined either via an EIA, or through a Environmental Commitment Programme (known by its initials in French, "PREE"), according to the technical nature, size of the project and the assessment of the agencies in question.

The project practicability study (screening) determines the type of study to be performed (EIA or PREE).

In the case of a mining area, the following are subject to an EIA:

(a) any developments, facilities, structures and works and jobs that might affect specified sensitive zones;

(b) any developments, transport, works and jobs that exceed thresholds fixed in the MECIE Decree; and

(c) any jobs not subject initially to an EIA, but subject to an EIA if there is a modification increasing environmental damage.

The environmental permit, issued by the National Office for the Environment at the end of a favourable EIA, on the basis of the Technical Evaluation Committee’s technical opinion, is a precondition to starting any work located in the specified sensitive zones.

The environmental permit is acquired in the 60 days after a favourable EIA is filed, or 60 days as from the receipt of the complete files from the promoter if there is public participation by way of documents, on-site consultation or a public inquiry. This delay is 120 days in the case of public participation through a public hearing.

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The environmental permit is valid until an environmental auditor’s certificate is obtained when the project is closed, or if need be, up to the modification of the project scope.

In the case of a mining area, the following are subject to a PREE:

(a) any operations outside the sensitive zones;

(b) any projects with no or little impact on the environment; and

An environmental approval, issued following the approval of the PREE by the concerned sectorial ministry, on the basis of its environmental department’s technical opinion, is a mandatory precondition to begin any work not within sensitive zones.

The validity of the environmental approval relies on the applicant obtaining a mining licence (which is valid for five years, renewable twice for three years each time).

An environmental undertaking relating to a research project consists of:

(a) an environmental undertaking for research with minimal impact: for operations restricted to activities whose environmental impact is considered minimal;

(b) environmental undertaking for research with standard impact for the operations that are not eligible for an environmental undertaking for research with minimal impact; or

(c) environmental undertaking for research on an artisanal mining permit: a licence of research and mining development reserved for farmers as defined in the Mining Code.

For an environmental undertaking for research with minimal impact, an environmental approval is acquired within 40 working days as from the date of receipt of the file, as follows:

(a) the receipt of the environmental undertaking for research with minimal impact report and requesting the opinion of the BCMM's environmental department: 30 working days from the date of receipt of the report; and

(b) approval of the BCMM: 10 working days as from the date of receiving an opinion from the environmental departments.

This period will be extended, if necessary, for answers to requests for supplementary information from the environmental department.

If the request is for a simple environmental undertaking for research with standard impact or concerns a research project in a sensitive zone, and if the operations of the holder expressly exclude operations in the sensitive zones that are inside the research perimeter, environmental approval is acquired 45 working days as from the date of receipt of the file:

(a) the receipt of the standard impact report and requesting the opinion of the BCMM’s environmental departments: 35 working days from the date of receipt of the document; and

(b) approval of the Ministry of Mines: 10 working days as from the date of receiving an opinion from the environmental departments.

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This period will be extended, if necessary, for answers to requests for supplementary information from the environmental department.

However, if the object of the standard impact report is a research project in a sensitive zone or at the stage of development, the environmental approval is acquired in 50 working days as from the date of receipt of the file:

(a) the receipt of the report at the environmental department and submission of the file by the environmental department to an ad hoc evaluation committee: 10 working days as from the date of receipt of the file;

(b) the transmission of the committee’s opinions to the BCMM: 30 working days as from the date of the environmental department sending the report; and

This period will be extended, if necessary, for answers to requests of for supplementary information addressed by the committee.

3.7 Real estate law

The holder of a mining permit must inform the concerned landowners of its right to occupy certain portions of land required for its mining project, whether or not covered by the mining permit.

In this instance, the permit holder is required to make enquiries in order to identify the landowner where the land is subject to the mining permit. This would typically be undertaken at the point of transformation of the research permit (PR) into a full mining permit (PE) as part of or parallel to the EIA permitting process.

There is a system of land registration in Madagascar. Land that is registered is recorded in the books at the provincial land registry. The topographic service holds an official plan drawn up by a surveyor, showing the boundaries of the land. Applying to register previously unregistered land requires an application to the local land registry and payment of the appropriate fees.

The registration system allows charges and other interests including mortgages to be registered. In this way, anyone making an enquiry on a piece of land at the registry can see at once if the land is registered and if there are outstanding claims against it.

Since 2003, foreign investors have had the right to own land rather than hold a 99 years lease. There are certain restrictions concerning the size of land and the investment that can be made, as well as the category of activity to be carried out, although these are quite broad. In addition, the Minister of Agriculture (who is ex officio responsible for land issues) may give permission to vary from the limits set out in the law.

Once the relevant landowner is identified, typically during the transformation of the research permit (PR) to full mining permit (PE), the permit holder negotiates a lease over the surface rights with the owner (or the Government in the case of unregistered land). If the parties fail to agree terms for the lease, either party can apply to the Minister of Agriculture to impose terms and there is a presumption in the Mining Code that the permit holder will be granted access to the permit area.

The holder of a mining permit must also come to an arrangement with any traditional occupants or users of land subject to the permits. As above, this would usually be done in parallel with the EIA permitting process during permit transformation from PR to PE.

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3.8 Fiscal regime

A two per cent. ad valorem royalty on mineral production is in place in Madagascar. The Tratramarina West Permits have a private 0.35 per cent. net smelter return royalty on any production from these tenements to the project vendor. This is the only private royalty applicable to the Company's current portfolio.

4 Mining industry in Madagascar

Despite its mineral prospectivity, the country’s historic political instability has arguably resulted in under-exploration and under-development of mineral assets. Much of the mining and mineral processing operations remain in private ownership. Artisanal miners are active in the production of gemstones, gold, and mica. In 2012 (the latest year for which data were available), employment in artisanal mining was estimated to be about 500,000 workers. State-owned Kraomita Malagasy S.A. is the country’s only chromite producer.

However, Madagascar has established a track record of attracting foreign investment into the mining industry. Rio Tinto and Sherritt International are the largest mining companies to have established operations in Madagascar.

QIT Madagascar Minerals (“QMM”), which is 80 per cent. owned by Rio Tinto and 20 per cent. owned by the Government of Madagascar, owns and operates a mineral sands mining project near Fort- Dauphin on the south-eastern tip of Madagascar.

QMM’s mining operations began in December 2008, and the first ilmenite was shipped from Port d'Ehoala in May 2009.

The Ambatovy Joint Venture is a vertically integrated nickel and cobalt mining, processing, refining and marketing joint venture that produces class I finished nickel. Sherritt International operates this facility, which is jointly owned by Sherritt International (40 per cent.), Sumitomo Corporation (32.5 per cent.) and Korea Resources Corporation (27.5 per cent.).

Below is a table of selected mineral development and mining activity in Madagascar by foreign companies:

Company Listing Project Mineral

Bass Metals ASX:BSM Graphmada Graphite

BlackEarth Minerals Private Ianapera Graphite

Bushveld Minerals(1) AIM:BMN Imaloto Coal

DNI Metals CNSX:DNI Vohitsara Graphite

Energizer Resources TSX:EGZ Molo Graphite

Emeralds, Rubies, Gemfields AIM:GEM Oriental Mining Sapphires

Rio Tinto2 LSE/ASX: RIO Fort Dauphin Mineral Sands

Sherritt International3 TSX:S Anbatovy Nickel, Cobalt

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Tantalus Rare Earths FRA:TAE TRE Rare Earths

World Titane Holdings4 Private Ranobe Mineral Sands

Wuhan Iron & Steel Co SHA:600005 Soalala Iron Ore

1Acquired Lemur Resources, formerly listed on ASX

2QIT Madagascar Minerals (QMM), 80 per cent. owned by Rio Tinto and 20 per cent. owned by the Government of Madagascar

3Jointly owned by Sherritt International (40 per cent.), Sumitomo Corporation (32.5 per cent.) and Korea Resources Corporation (27.5 per cent.)

4Demerged from World Titanium Resources which subsequently delisted from the ASX

Further growth in the mineral industry could result from the development of coal, petroleum, and rare- earths projects. The development of the mineral industry will depend on world market conditions and domestic political stability.

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PART 11 – IRON ORE INDUSTRY OVERVIEW

1 Background

Iron is the earth’s most fourth most abundant element, and the key ingredient for producing steel. The seaborne market for iron ore is around 1.3bn tonnes, and is the largest mined metal market by value. Iron ore is often referred to as a “bulk” commodity, that is to say, the value per tonne is relatively low compared to base and precious metals, whilst relatively large quantities of the product are shipped and consumed.

2 Geology/Deposit formations

Iron ores around the world range from hard abrasive lump ore or indurate ores, to loose and friable fines and from magnetite (Fe3O4) rich material with a theoretical maximum grade of 72.4% Fe, through haematite (Fe2O3) with a maximum grade of 69.3% Fe, down to lower grade hydrated forms of iron oxides and even siderite (FeCO3). There are four main types of iron ore deposits currently being worked around the world as sources of iron units for integrated blast furnaces. These are magnetite, titano-magnetite, hematite and pisolitic deposits. Many of them can be sourced back to primary banded iron formations.

2.1 Banded iron deposits

BIF are the primary source of most of the worlds iron ore. BIF is metamorphosed sedimentary rocks composed predominantly of thinly bedded iron minerals and silica. These iron minerals can be siderite but the commercial deposits are almost always oxides of iron, either magnetite or hematite, and the whole of the formation has generally undergone some form of residual enrichment so as to deliver a high grade deposit grading more than 60% Fe, well above the primary banded iron formation which grades around 30% Fe.

BIF can be hundreds of metres thick and continuous along strike length for hundreds of kilometres. Typical grade of iron in magnetite-bearing BIF is around 25% Fe which can be upgraded relatively easily by magnetic separation to a high grade product grading in excess of 64% Fe but yielding 35 per cent. to 45 per cent. by weight. The product however is highly desirable because the upgraded product contains less than 0.1 per cent. phosphorus and less than 5 per cent. combined silica and alumina.

2.2 Magmatic magnetite deposits

Magmatic magnetite deposits are generally associated with igneous rocks and form when the contained magnetite segregates into a massive magnetite suitable for economic extraction. Others, for example in Chile, are related to volcanic flows which sometimes result in alluvial deposits of magnetite sands.

2.3 Hematite ore

Hematite iron ore deposits are currently exploited on all continents, with the largest in South America, Australia and Asia.

Hematite based iron ores are typically rarer than magnetite bearing BIF but considerably cheaper to process as it generally does not require beneficiation due to its higher iron content. However, hematite ores are often harder than magnetite ores and therefore require considerably more energy to crush and grind if benefication is required. Hematite ores can also contain significantly higher concentrations of penalty elements, typically being higher in phosphorus, water content and

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aluminium in the form of clay minerals within the hydrated forms of iron ore or within interbedded shales.

Export grade hematite ores are generally in the 62 to 64 per cent. Fe range and are referred to as direct shipping ores or DSO.

A.1.12.1 3 Supply and demand A.1.12.2

3.1 Supply

Following an increase of 0.9 per cent. in 2014, world iron ore production declined 2.5 per cent. in 2015, from 2,067 to 2,015 million metric tonnes (Mt).

Chart 5 – World Iron Ore Production (Mt) (2006-2015)

Source: World Steel Association

The supply of iron ore is relatively consolidated by country with China, Australia and Brazil accounting for approximately 69 per cent. of global iron ore production (usable ore).

Chart 6 – 2015 Iron Ore Production – by country – Usable ore (million Mt)

Source: USGS

Supply is also concentrated amongst the “Big 3” companies (Vale, Rio Tinto and BHP Billiton) which increased their share of total iron ore production from 36 per cent. in 2013 to almost 44 per cent. in 2015, leaving them with control of almost 63 per cent. of the iron ore seaborne trade.

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Chart 7 – 2015 Iron Ore Production – by company

Share of World Production Controlled Production 2015 Company (million Mt) %

Vale SA 346.1 17.2

BHP Billiton 273.8 13.6

Rio Tinto 263.3 13.1

Fortescue Metals Group 160.5 8.0

ArcelorMittal 61.0 3.0

Anglo American 44.9 2.2

Metalloinvest 39.5 2.0

Metinvest 37.9 1.9

Cliffs Natural Resources 29.8 1.5

NMDC 28.9 1.4

Source: Engineering and Mining Journal

Chart 8 – 2016 Iron Ore Cash Cost Curve – CFR US$/t

Source: CRU

The iron ore market is still likely to be in a surplus in 2017, but the magnitude of this surplus is reducing. A confluence of factors has provided a more balanced medium-term outlook including:

(a) deceleration of supply growth from the major mining companies;

(b) lower domestic Chinese iron ore production than what price regression suggests; and

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3.2 Demand

Steel production is effectively the exclusive demand driver for iron ore, with 98 per cent. of global demand represented by steelmaking. China is the largest iron ore importer globally by a significant margin. As a result, iron ore and steel demand is highly sensitive to infrastructure and property investments in China. The construction sector accounts for about two thirds of Chinas' total steel demand.

Chart 9 – World Total Production of Crude Steel (Mt)(2006-2015)

Source: World Steel Association

Global steel production rose marginally in 2016, increasing by 0.5 per cent. to 1.63 billion tonnes (adjusting for Chinese steel data). The bulk of the increase was recorded in India and China, somewhat offset by falls in the United Kingdom, Brazil, South Korea and Spain. China produced just under half the global total – at around 808 million tonnes. This was an increase of 0.6 per cent.

4 Markets and prices

4.1 Markets

Iron ore is not a homogenous product

Unlike say, copper or gold, which are generally homogenously priced in refined form, iron ore is not an element and therefore it is necessary to specify several factors to determine the quality of one ore versus another.

Iron ore varies by grade

The percentage number used when referring to iron ore, e.g. 62 per cent. iron ore fines, denotes the content of iron metal by weight in the ore. Higher iron content ores would attract a premium, whilst ores with lower content would attract a discount. The MBIO62DA Index is based off 62% Fe content (which we use as a benchmark). Additional indices are published for 63.5 per cent. and 58 per cent. fines.

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Lumps and pellets attract a premium to fines

The majority of iron ore produced is usually in “fines” form. Fines are defined by Platts and The Steel Index as any cargo where the granular size of the particles in the ore is below 10mm for at least 90 per cent. of the cargo.

Beyond fines, two other common forms of product are “lump” and “pellets”. Lump is produced alongside fines by a screening process that separates the smaller fine ore from the larger lumpy ore. Platts defines lump as cargoes where no more than 15 per cent. of the product is below 6.3mm and no more than 15 per cent. of the product is larger than 31.5mm. Pellets are small spheres of iron ore produced from fines, typically sized 10mm to 30mm. Pellets are produced by agglomerating iron ore fines and then hardening by heat.

Lump and pellets are usually preferred to fines, as their configuration allows more easily for air to flow through the material in a blast furnace. Lump and pellets can be directly used in the blast furnace, whereas fines must first undergo sintering or pelletizing. For this reason, both lump and pellet products command a price premium to fines.

Wet versus dry

Iron ores usually contain a certain amount of moisture by weight, in the region of 6 to 10 per cent. The Steel Index specifies 8 per cent. as the standard moisture content on benchmark 62 per cent. fines, and 10 per cent. as the maximum. High moisture ore can be problematic/dangerous when loaded onto ships.

Spot prices are usually quoted on a “dry” basis (i.e. per tonne of product excluding moisture), whilst many companies report production of saleable product on a “wet” basis (i.e. including moisture content). Therefore, an adjustment often needs to be made between produced tonnes and the price applied to those tonnes.

4.2 Prices A.1.12.1

Iron ore spot prices are benchmarked according to the ore being delivered to a specified port

Iron ore prices reached a peak of US$180/tonne (62% Fe, CFR north China) in early 2008 before falling significantly during the global financial crisis. Prices had recovered to almost pre crisis levels by mid-2011 but have since been in a five-year bear market. More recently, iron ore prices rose in the latter part of 2016. Between mid-October and mid-November, iron ore spot prices rose from around US$55/tonne to around US$80/tonne. This increase came despite a rising trend in Chinese ore stocks, with stocks reaching a record high of almost 120 million tonnes in late January 2017, and confirmation of further efforts to reduce excess steel capacity in China.

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Chart 10 – China import Iron Ore Fines 62% FE spot (CFR Tianjin port), US dollars per metric ton (January 1980- February 2017)

Source: World Bank

The transport cost of delivering the ore to the port can be a considerable portion against the selling price.

CFR: Benchmark spot prices are quoted on a CFR basis, standing for “cost & freight”, which means that the seller has paid the costs to bring the ore to the port of destination specified. Sometimes prices may be quoted “CIF”, which also includes insurance.

FOB: Many contracts on the other hand are priced on an FOB basis, standing for “free on board”. This means that the seller has delivered to ore only to the port of export. Usually FOB prices are determined with direct reference to the CFR spot price, adjusted for the cost of freight between port of export and port of destination. This means that producers with a lower cost of freight to China realize higher FOB prices than producers that have less of a location advantage.

5 Trends A.1.12.1 A.1.12.2

The most significant recent trends affecting the Company and the iron ore industry are as follows:

 The iron ore market is still likely to be in a surplus in 2017, but the magnitude of this surplus is reducing.

 Steel production is effectively the exclusive demand driver for iron ore, with 98 per cent. of global demand represented by steelmaking.

 China is the largest iron ore importer globally by a significant margin. As a result, iron ore and steel demand is highly sensitive to infrastructure and property investments in China.

 Iron ore prices reached a peak of US$180/tonne (62% Fe, CFR north China) in early 2008 before falling significantly during the global financial crisis.

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 The transport cost of delivering the ore to the port can be a considerable proportion against the selling price.

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PART 12 – OPERATING AND FINANCIAL REVIEW A.1.9.1 A.1.9.2.1 A.1.9.2.2 The following operating and financial review contains financial information that has been extracted or A.1.20.4.1 derived without material adjustment from the Group’s audited financial information for the three years A.1.20.5.1 ended 31 December 2016, which are the only relevant periods, included in Part 13 Section B A.3.10.2 'Historical Financial Information of the Group' as prepared in accordance with IFRS.

The following discussion should be read in conjunction with the other information in this Prospectus, in particular with the entire Part 13 Section A 'Accountant’s Report on the Historical Financial Information of the Group'. This discussion contains forward-looking statements, which, although based on assumptions that the Directors consider reasonable, are subject to risks and uncertainties which could cause actual events or conditions to differ materially from those expressed or implied by the forward-looking statements. Investors should read the notice in relation to forward looking statements in Part 3 contained on page 30.

The key risks and uncertainties, include, but are not limited to those described in the section of this Prospectus entitled 'Risk Factors' in Part 2 on pages 15 to 29.

1 Summary statement of financial position A.1.9.1

Summarised below are the audited balance sheets of the Group as at 31 December 2014, 31 December 2015 and 31 December 2016: Audited Audited Audited as at as at as at 31 December 31 December 31 December 2014 2015 2016 $ $ $ Exploration and evaluation 2,588,861 2,702,801 2,795,468 Non-current assets 2,588,861 2,702,801 2,795,468

Cash and cash equivalents 36,902 264,017 393,242 Receivables 1,475 6,082 15,996 Other 41,157 2,992 2,873 Current assets 79,534 273,091 412,111 Total assets 2,668,395 2,975,892 3,207,579 Contributed equity 13,576,522 14,874,472 15,334,474 Reserves - (28,337) (64,063) Accumulated losses (12,063,170) (12,177,509) (12,506,350) Equity attributable to shareholders of the Company 1,513,352 2,668,626 2,764,061 Equity attributable to non-controlling interests (5,314) 29,427 33,071 Total equity 1,508,038 2,698,053 2,797,132

Payables 65,627 35,485 128,099 Provisions 104,218 15,871 20,243 Other 361,537 - - Current liabilities 531,382 51,356 148,342 Borrowings 425,000 - 25,000 Other 203,975 226,483 237,105 Non-current liabilities 628,975 226,483 262,105 Total equity and liabilities 2,668,395 2,975,892 3,207,579

Source: Audited financial statements

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2 Summary comprehensive income statements

Summarised below are the audited comprehensive income statements of the Group for the three years ended 31 December 2016: Audited Audited Audited Year Year Year ended ended ended 31 December 31 December 31 December 2014 2015 2016 $ $ $ Total revenue and other income 3,904 39,763 44,985

Administrative expenses 1,369,840 114,470 371,720 Exploration expenditure - 57,136 - Exchange fluctuation 19,052 26,951 1,503 Total expenditure 1,388,892 198,557 373,223

Finance expense 489,114 12,203 9,119 Loss before taxation (1,874,102) (170,997) (337,357) Taxation - - - Total comprehensive loss (1,874,102) (170,997) (337,357)

Source: Audited financial statements

3 Summary cash flow statements A.1.10.2

Summarised below are the audited cash flow statements of the Group for the three years ended 31 December 2016: Audited Audited Audited Year Year Year ended ended ended 31 December 31 December 31 December 2014 2015 2016 $ $ $ Net loss before tax (1,874,102) (170,997) (337,357)

Exchange and provisions 47,958 (74,029) 5,875 fluctuations Impairment 251,995 - - Finance costs 468,750 12,160 9,119 Proceeds of disposal of tenements - (37,070) (36,094) Share-based payments - 144,225 90,002 (Increase) / decrease in receivables (397) 33,559 (9,795) (Decrease) / increase in payables 336,446 (386,777) 117,614

Net cash used in operating (769,350) (478,929) (160,636) activities

Cash flows from investing activities - 37,070 36,094 Investment in subsidiary (28,313) - - Exploration and evaluation (635,998) (31,400) (128,393)

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expenditure

Net cash from investing activities (664,311) 5,670 (92,299)

Net cash increase/(decrease) (426,417) 227,086 129,225

Cash brought forward 482,371 36,902 264,017 Exchange fluctuation (19,052) Cash carried forward 36,902 264,017 393,242

Source: Audited financial statements

4 Operating and financial review A.1.9.1 A.1.9.2.1 A.1.10.3 During the year ended 31 December 2014, the Group did not record any revenue from trading activities. Other income of $3,904 arose from interest earned on short-term deposits. Administrative expenses of $1,369,840 comprised of employee and contractor costs totalling $915,936, impairment costs of $251,995 and other administrative costs of $201,909. Finance costs of $489,114 were incurred in the year relating to [●]. In the year, there were 13 employees, of whom 10 were technical and operations employees. The impairment cost related to the carrying value of acquisition costs of the Tratramarina and Ambodilafa Projects. In this period, the Group raised $582,244 through the issue of Ordinary Shares to [●]. The Group entered into a loan arrangement with Pacific Road entities (comprising Pacific Road Capital II Pty Limited as trustee for the Pacific Road Resources Fund II and Pacific Road Management GP II Limited as general partner of Pacific Road Resources Fund II, L.P provided the Company). Under the terms of the loan arrangement, the Company was given capacity by the Pacific Road entities to drawdown 5 tranches of $100,000 each less 4% for borrowing costs. In the year the Group drew down on 4 tranches.

During the three-year period ended 2016, the Group adopted a care-and-maintenance strategy, including a significant reduction in employee numbers and the closure of the Group's Melbourne office. Such a strategy was implemented between February 2015 and March 2015 to ensure the

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Group remained financially viable during the downturn in the global commodities market. The Group made exploration staff in both Australia and Madagascar redundant, closed its Australian office and significantly reduced its liabilities.

Subsequent to 31 December 2016, the Group issued 1,800,000 fully paid Ordinary Shares to Directors in lieu of services for the period 1 April 2015 to 30 November 2016. In addition, the Company received $65,000 pursuant to the Westridge equity raising initiative and issued 6,500,000 fully paid Ordinary Shares to sophisticated investors secured by Westridge. A further 46,000,000 Ordinary Shares were issued to various parties as part of the pre-IPO fundraising pursuant to the Westridge Equity Heads of Agreement.

No other significant changes to the trading or financial position of the Group have occurred since 31 December 2016.

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PART 13 – SECTION A: ACCOUNTANT'S REPORT ON THE FINANCIAL INFORMATION OF INDIAN PACIFIC RESOURCES

Crowe Clark Whitehill LLP Chartered Accountants Member of Crowe Horwath International St Bride's House 10 Salisbury Square [ ] 2017 London EC4Y 8EH, UK Tel +44 (0)20 7842 7100 The Directors Fax +44 (0)20 7583 1720 Indian Pacific Resources Limited DX: 0014 London Chancery Lane www.croweclarkwhitehill.co.uk 211 McIllwraith Street

Carlton North Melbourne Vistoria 3054 Australia

Dear Sirs,

Introduction A.1.20.4.1 A.3.10.2

We report on the audited financial information of Indian Pacific Resources Limited (the “Company”) and its subsidiaries (together, the “Group”) for the period from 1 anuary 2014 to 31 December 2016 (the “Group Financial Information”). The Group Financial Information has been prepared for inclusion in Part XIII (B) “Historical Financial Information of the Group” of the Company’s prospectus dated [●] 2017 (the “Prospectus”), on the basis of the accounting policies set out in note 2 to the Group Financial Information. This report is required by Annex 1 item 20.1 of Commission Regulation (EC) No. 809/2004 (the “Prospectus Directive Regulation”) and is given for the purpose of complying with that requirement and for no other purpose.

Responsibilities

The directors of the Company (the “Directors”) are responsible for preparing the Group Financial Information in accordance with International Financial Reporting Standards as adopted by the European Union (“IFRS”).

It is our responsibility to form an opinion on the Group Financial Information and to report our opinion to you.

Basis of opinion

We conducted our work in accordance with Standards for Investment Reporting issued by the Auditing Practices Board in the United Kingdom. Our work included an assessment of evidence relevant to the amounts and disclosures in the Group Financial Information. It also included an assessment of significant estimates and judgements made by those responsible for the preparation of the Group Financial Information underlying the financial statements and whether the accounting policies are appropriate to the Group’s circumstances, consistently applied and adequately disclosed.

We planned and performed our work so as to obtain all the information and explanations which we considered necessary in order to provide us with sufficient evidence to give reasonable assurance

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that the Group Financial Information is free from material misstatement whether caused by fraud or other irregularity or error.

Opinion

In our opinion, the Group Financial Information gives, for the purposes of the Prospectus, a true and fair view of the state of affairs of the Group as at each of 31 December 2014, 31 December 2015 and 31 December 2016 and of its profits/losses, cash flows and changes in equity for the periods then ended in accordance with IFRS.

Declaration

For the purposes of Prospectus Rule 5.5.3R (2)(f) we are responsible for this report as part of the Prospectus and declare that we have taken all reasonable care to ensure that the information contained in this report is, to the best of our knowledge, in accordance with the facts and contains no omission likely to affect its import. This declaration is included in the Prospectus in compliance with Annex I item 1.2 of the Prospectus Regulation.

Yours faithfully,

Crowe Clark Whitehill LLP Chartered Accountants

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A.1.3.1 A.1.20.1 PART 13 – SECTION B: HISTORICAL FINANCIAL INFORMATION ON INDIAN PACIFIC A.1.20.3 RESOURCES LIMITED A.3.10.2

Consolidated Statement of Comprehensive Income

The audited, consolidated statements of comprehensive income of the Group for each of the years ended 31 December 2014, 31 December 2015 and 31 December 2016 are set out below:

Note 31 December 2014 2015 2016 $ $ $ Assets

Current assets Cash and cash equivalents 9 36,902 264,017 393,242 Receivables 10 1,475 6,082 15,996 Other 11 41,157 2,992 2,873 Total current assets 79,534 273,091 412,111

Non-current assets Exploration and evaluation 12 2,588,861 2,702,801 2,795,468

Total assets 2,668,395 2,975,892 3,207,579

Liabilities

Current liabilities Payables 13 65,627 35,485 128,099 Provisions 14 104,218 15,871 20,243 Other 361,537 - - Total current liabilities 531,382 51,356 148,342

Non-current liabilities Borrowings 16 425,000 - 25,000 Provisions 12,603 - - Other 18 191,372 226,483 237,105 Total non-current liabilities 628,975 226,483 262,105

Total liabilities 1,160,357 277,839 410,447

Net assets 1,508,038 2,698,053 2,797,132

Equity Contributed equity 19 13,576,522 14,874,472 15,334,474 Reserves 20 - (28,337) (64,063) Accumulated losses 21 (12,063,170) (12,177,509) (12,506,350) Equity attributable to shareholders of IPR 1,513,352 2,668,626 2,764,061 Attributable to non-controlling interests (5,314) 29,427 33,071 Total equity 1,508,038 2,698,053 2,797,132

The accompanying notes are an integral part of the Group Financial Information

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Consolidated Statements of Financial Position

The audited, consolidated statements of financial position of the Group as at 31 December 2014, 31 December 2015 and 31 December 2016 are set out below:

Note 31 December 2014 2015 2016 $ $ $ Assets

Current assets Cash and cash equivalents 9 36,902 264,017 393,242 Receivables 10 1,475 6,082 15,996 Other 11 41,157 2,992 2,873 Total current assets 79,534 273,091 412,111

Non-current assets Exploration and evaluation 12 2,588,861 2,702,801 2,795,468

Total assets 2,668,395 2,975,892 3,207,579

Liabilities

Current liabilities Payables 13 65,627 35,485 128,099 Provisions 14 104,218 15,871 20,243 Other 361,537 - - Total current liabilities 531,382 51,356 148,342

Non-current liabilities Borrowings 16 425,000 - 25,000 Provisions 12,603 - - Other 18 191,372 226,483 237,105 Total non-current liabilities 628,975 226,483 262,105

Total liabilities 1,160,357 277,839 410,447

Net assets 1,508,038 2,698,053 2,797,132

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Consolidated Statements of Changes in Equity

The audited, consolidated statements of changes in equity of the Group for each of the years ended 31 December 2014, 31 December 2015 and 31 December 2016 are set out below:

Note 19 Note 20 Note 21 Equity Equity Total Attributable

Attributable to Share Translation Accumulated to Non- Equity Capital Reserve Losses Shareholders controlling of IPR Interests $ $ $ $ $ $

As at 31 December 2013 12,520,028 - (10,192,731) 2,327,297 - 2,327,297

Transactions with owners in their capacity as owners of the Company Share issues 1,056,494 - - 1,056,494 - 1,056,494 Equity raising costs ------Share-based payments ------1,056,494 - - 1,056,494 - 1,056,494 Net loss for the period - - (1,870,439) (1,870,439) (3,663) (1,874,102) Transfer of cancellation of share-based payments ------Other comprehensive income ------(1,870,439) (1,870,439) (3,663) (1,874,102) Newly consolidated entities (1,651) (1,651) Income and expense for the period recognised directly in equity ------

As at 31 December 2014 13,576,522 - (12,063,170) 1,513,352 (5,314) 1,508,038

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Note 19 Note 20 Note 21 Equity Equity Total Attributable Attributable

Accumulate to to Share Translation d Shareholde Non- Equity Capital Reserve Losses rs controlling of IPR Interests $ $ $ $ $ $

As at 31 December 2014 13,576,522 - (12,063,170) 1,513,352 (5,314) 1,508,038

Transactions with owners in their capacity as owners of the Company Share issues 1,298,400 - - 1,298,400 - 1,298,400 Equity raising costs (450) - - (450) - (450) Share-based payments ------1,297,950 - - 1,297,950 .- 1,297,950 Net loss for the period - - (169,318) (169,318) 55,457 (113,861) Adjustment for accounting policy - - 54,979 54,979 3,665 58,644 Other comprehensive income - (28,337) - (28,337) (24,381) (52,718) - (28,337) (114,339) (142,676) 34,741 (107,935) Newly consolidated entities Income and expense for the period recognised directly in equity ------

As at 31 December 2015 14,874,472 28,337 (12,177,509) 2,668,626 29,427 2,698,053

Transactions with owners in their capacity as owners of the Company Share issues 460,002 - - 460,002 - 460,002 Equity raising costs ------Share-based payments ------460,002 - - 460,002 - 460,002

Net loss for the period - - (328,841) (328,841) (8,516) (337,357) Adjustment for accounting policy ------Other comprehensive income - (35,726) - (35,726) 12,160 (23,566) - (35,726) (328,841) (364,567) 3,644 (360,923) Income and expense for the period recognised directly in equity ------

As at 31 December 2016 15,334,474 (64,063) (12,506,350) 2,764,061 33,071 2,797,132

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Consolidated Statement of Cash Flows A.1.10.2

The audited, consolidated statements of cash flows of the Group for each of the years ended 31 December 2014, 31 December 2015 and 31 December 2016 are set out below:

Note 31 December 2014 2015 2016 $ $ $

Cash flows from/(used) in operating activities Payments to employees and suppliers (752,890) (424,414) (161,318) Interest paid (20,364) (43) - Interest received 3,904 2,693 682 Net cash flows from/(used) in operating activities 27 (769,350) (421,764) (160,636)

Cash flows from/(used) in investing activities

Proceeds from sale of tenements - 37,070 36,094 Acquisition of Iron Ore Corporation of Madagascar sarl (28,313) - - Exploration and evaluation expenditure (635,998) (88,536) (128,393) Net cash flows from/(used) in investing activities (664,311) (51,466) (92,299)

Cash flows from financing activities Proceeds from share issues 582,244 609,175 370,000

Equity raising costs - (450) - Proceeds from borrowings 425,000 116,000 - Non-controlling interests - (24,380) 12,160 1,007,244 700,345 382,160

Net cash flows (426,417) 227,115 129,225 Cash and cash equivalents as at the start of the financial period 482,371 36,902 264,017 Exchange fluctuation (19,052) - - Cash and cash equivalents as at the end of the financial period 9 36,902 264,017 393,242

The accompanying notes are an integral part of the Group Financial Information.

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Notes to the Group Financial Information

Note 1: Corporate information

The Group Financial Information comprises the audited, historical financial information of the A.1.20.4.1 Company and its controlled entities, Malagasy Holdings (Tratramarina) Pty Ltd (and its controlled entities comprising IPR Universal Ltd and Universal Exploration Madagascar sarl) and Malagasy Holdings (Bekisopa) Limited (and its controlled entity Iron ore Corporation of Madagascar sarl) for the financial years ended 31 December 2014, 31 December 2015 and 31 December 2016.

The principal activities of the Company are exploration for ferrous metals.

Note 2(a): Basis of preparation and accounting policies

Preparation

The Group Financial Information has been prepared in accordance with IFRS, including related interpretations issues by the International Financial Reporting Interpretations Committee.

The Group Financial Information has been prepared on an historical cost basis, except for certain classes of property plant and equipment.

The financial report is presented in Australian dollars.

Statement of compliance

The Group Financial Information complies with International Accounting Standards as issued by the International Accounting Standards Board.

Critical accounting estimates

The preparation of the Group Financial Information requires the use of certain critical accounting estimates. It also requires the Directors to exercise judgement in the process of applying the Company’s accounting policies. The areas involving a higher degree of judgement or complexity or areas where assumptions and estimates are significant to the Group Financial Information are disclosed in Note 3 to the Group Financial Information.

Note 2(b): Capital management policy A.1.10.3

The goal of the Directors is to ensure that the Group continues as a going concern whilst simultaneously managing the dilution. The Group seeks to add value through its exploration and evaluation activities so that new issues of shares can be undertaken at a premium to previous issues.

The Group is involved in high risk exploration and therefore, it looks to raise equity rather than debt or quasi-equity instruments.

Note 2(c): Principles of consolidation

The Group Financial Information comprises the financial information of the Company and its controlled entities as at and for the three-year period ended 31 December 2016.

Controlled entities are those entities over which the Group has the power to govern the financial and operating policies so as to obtain benefits from their activities. The existence and effect of potential

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voting rights that are currently exercisable or convertible are considered when assessing whether a group controls another entity.

The financial information of the controlled entities are prepared for the same reporting period as the Company, using consistent accounting policies. In preparing the Group Financial Information, all inter- company balances, transactions, unrealised gains and losses resulting from the intra-Group transactions have been eliminated in full.

Controlled entities are fully consolidated from the date on which control is obtained by the Group and cease to be consolidated from the date on which control is transferred out of the Group.

Investments in entities controlled by the Company are accounted for at cost in the separate financial information of the Company less any impairment charges.

The acquisition of controlled entities is accounted for using the acquisition method of accounting. The acquisition method of accounting involves recognising at acquisition date, separately from goodwill, the identifiable assets acquired, the liabilities assumed and any non-controlling interest in the entity acquired. The identifiable assets acquired and the liabilities assumed are measured at their acquisition date fair values.

The difference between the identifiable assets acquired less the liabilities assumed and the fair value of the consideration is goodwill or discount on acquisition.

After initial recognition, goodwill is measured at cost less any accumulated impairment losses. For purposes of impairment testing, goodwill acquired in a business combination is, from the acquisition date, allocated to each of the Group’s cash-generating units that are expected to benefit from the combination, irrespective of whether other assets or liabilities of the acquired entity are assigned to those units.

Where goodwill forms part of a cash-generating unit and part of the operation within that unit is disposed of, the goodwill associated with the operation disposed of is included in the carrying amount of the operation when determining the gain or loss on disposal of the operation. Goodwill disposed of in this circumstance is measures based on the relative values of the operation disposed of and the portion of the cash-generating unit retained.

Non-controlling interests are allocated their share of net profit after tax in the statement of comprehensive income and are presented within equity in the consolidated statement of financial position, separately from the equity of the owners of the parent entity.

Total comprehensive income within a controlled entity is attributed to the non-controlling interest even if that results in a deficit balance.

A change in the ownership interest of a controlled entity that does not result in a loss of control, is accounted for as an equity transaction.

A change in the ownership interest of a controlled entity, without a loss of control, is accounted for as an equity transaction, if the Group loses control over a controlled entity, it:

(i) derecognises the assets (including goodwill) and liabilities of the controlled entity;

(ii) derecognises the carrying amount of any non-controlling interest;

(iii) derecognises the cumulative translation differences recorded in equity;

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(iv) recognises the fair value of the consideration received;

(v) recognises the fair value of any investment retained;

(vi) recognises any surplus or deficit in the Statement of Comprehensive Income statement; and

(vii) reclassifies the Company’s share of components previously recognised in other comprehensive income to Statement of Comprehensive Income or retained earnings, as appropriate.

Note 2(d): Foreign currency translation

The Group Financial Information is presented in Australian dollars, which is the functional and presentation currency of the Company. Each entity in the Group determines is own functional currency.

On consolidation, the assets and liabilities of foreign operations are translated into Australian dollars at the rate of exchange prevailing at the reporting date and the income statements for foreign operations are translated at exchange rates prevailing at the dates of the transactions. The exchange differences arising on translation for consolidation are recognised in other comprehensive income.

Note 2(e): Revenue recognition

Revenue is measured at the fair value of the consideration received or receivable.

The Group recognises revenue when the amount of revenue can be reliably measured; it is probable that future economic benefits will flow to the entity.

Revenue is recognised as follows:

Interest income

Interest income is recognised using the effective rate method. This is a method of calculating the amortised cost of a financial asset and allocating the interest income over the relevant period using the effective interest rate, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to the net carrying amount of the financial asset.

Note 2(f): Income tax

The income tax expense or revenue for the period is the tax payable on the current period’s taxable income based on the applicable income tax rate adjusted by changes in deferred tax assets and liabilities attributable to temporary differences and to unused tax losses.

The current tax charge is calculated on the basis of the tax laws acted or substantively enacted at the end of the reporting period.

Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the Group Financial Information. Deferred income tax, however, is not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit and loss. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the end of the financial period and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled.

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Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is probable that future taxable amounts will be available to utilise those temporary differences and losses.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets and liabilities and when the deferred tax balances relate to the same tax authority. Current tax assets and tax liabilities are offset where the entity has a legally enforceable right to offset and intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.

Current and deferred tax is a recognised in Statement of Comprehensive Income, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, the tax is also recognised in other comprehensive income or directly in equity, respectively.

Note 2(g): Leases

Leases of property, plant and equipment where the Group, as lessee, has substantially all the risks and rewards of ownership are classified as finance leases. Finance leases are capitalised at the lease’s inception at the fair value of the leased property, or, if lower, the present value of the minimum lease payments. The corresponding rental obligations, net of finance charges, are included in other short-term and long-term payables. Each lease payment is allocated between the liability and finance cost. The finance cost is charged to Statement of Comprehensive Income over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each financial period. The property, plant and equipment acquired under finance leases is depreciated over the asset’s useful life or over the shorter of the asset’s useful life and the lease term if there is no reasonable certainty that the group will obtain ownership at the end of the lease term.

Leases in which a significant portion of the risks and rewards of ownership are not transferred to the Group as lessee are classified as operating leases. Payments made under operating leases (net of any incentives received from the lessor) are charged to Statement of Comprehensive Income on a straight-line basis over the period of the lease.

Note 2(h): Impairment of assets

Intangible assets that have an indefinite useful life are not subject to amortisation and are tested annually for impairment or more frequently if events or changes in circumstances indicate that they might be impaired. Other assets are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash inflows which are largely independent of the cash flows from other assets or groups of assets (cash-generating units). Non-financial assets other than goodwill that suffered impairment are reviewed for possible reversal of the impairment at the end of each financial period.

Note 2(i): Cash and cash equivalents

Cash and cash equivalents in the statement of financial position comprise cash at banks and at hand and short-term deposits with an original maturity of three months or less.

For the purposes of the statement of cash flows, cash and cash equivalents consist of cash and cash equivalents as defined above, net of outstanding bank overdrafts.

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Note 2(j): Trade receivables

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

The amount of impairment allowance is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the original effective interest rate.

The amount of the impairment is recognised in Statement of Comprehensive Income within other expenses. When a trade receivable for which an impairment allowance had been recognised becomes uncollectible in a subsequent financial period, it is written off against the allowance account. Subsequent recoveries of amounts previously written off are credited against other expenses in Statement of Comprehensive Income.

Note 2(k): Investments and other financial assets

Classification

The Directors classify the Group’s financial assets in the following categories: financial assets at fair value through Statement of Comprehensive Income, loans and receivables, held-to-maturity investments and available-for-sale financial assets. The classification depends on the purpose for which the investments were acquired. The Directors determine the classification of the Group’s investments at initial recognition and, re-evaluate this designation at the end of each financial period.

(i) Financial assets at fair value through Statement of Comprehensive Income

Financial assets at fair value through Statement of Comprehensive Income include financial assets held for trading. A financial asset is classified in this category if acquired principally for the purpose of selling in the short-term. Derivatives are classified as held for trading unless they are designated as hedges. Assets in this category are classified as current assets.

(ii) Loans and receivables

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They are included in current assets, except for those with maturities greater than 12 months after the financial period which are classified as non-current assets.

(iii) Held-to-maturity investments

Held-to-maturity investments are non-derivative financial assets with fixed or determinable payments and fixed maturities that the Directors have the positive intention and ability to hold to maturity. If the Group were to sell other than an insignificant amount of held-to-maturity financial assets, the whole category would be tainted and reclassified as available-for-sale. Held-for-maturity financial assets are included in non-current assets, except for those with maturities less than 12 months from the end of the financial period, which are classified as current assets.

(iv) Available-for-sale financial assets

Available-for-sale financial assets, comprising principally marketable equity securities, are non-derivatives that are either designated in this category or not classified in any of the other categories. They are included in non-current assets unless the investment matures or the

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Directors intend to dispose of the investment within 12 months of the end of the financial period. Investments are designated as available-for-sale if they do not have fixed maturities and fixed or determinable payments and management intends to hold them for the medium to long term.

Re-classification

The Directors may choose to reclassify a non-derivative trading financial asset out of the held-for- trading category if the financial asset is no longer held for the purpose of selling it in the near-term. Financial assets, other than loans and receivables, are permitted to be reclassified out of the held-for- trading category only in rare circumstances arising from a single event that is unusual and highly unlikely to recur in the near-term. In addition, the Group may choose to reclassify financial assets that would meet the definition of loans and receivables out of the held-for-trading or available-for-sale categories if the Group has the intention and ability to hold these financial assets for the foreseeable future or until maturity at the date of reclassification. Reclassifications are made at fair value as of the reclassification date. Fair value becomes the new cost or amortised cost as applicable, and no reversals of fair value gains or losses recorded before reclassification date are subsequently made. Effective interest rates for financial assets reclassified to loans and receivables and held-to-maturity categories are determined at the reclassification date. Further increases in estimates of cash flows adjust effective interest rates prospectively.

Recognition and derecognition

Regular purchases and sales of financial assets are recognised on trade-date - the date on which the Group commits to purchase or sell the asset. Investments are initially recognised at fair value plus transaction costs for all financial assets not carried at fair value through Statement of Comprehensive Income. Financial assets carried at fair value through Statement of Comprehensive Income, are initially recognised at fair value and transaction costs are expensed in Statement of Comprehensive Income. Financial assets are derecognised when the rights to receive cash flows from the financial assets have expired or have been transferred and the Group has transferred substantially all the risks and rewards of ownership.

When securities classified as available-for-sale are sold, the accumulated fair value adjustments recognised in other comprehensive income are reclassified to Statement of Comprehensive Income as gains and losses from investment securities.

Subsequent measurement

Loans and receivables and held-to-maturity investments are carried at amortised cost using the effective interest method. Available-for-sale financial assets and financial assets at fair value through Statement of Comprehensive Income are subsequently carried at fair value. Gains or losses arising from changes in the fair value of the “financial assets at fair value through Statement of Comprehensive Income” category are presented in Statement of Comprehensive Income within other income or other expenses in the period in which they arise.

Changes in the fair value of monetary securities denominated in a foreign currency and classified as available-for-sale are analysed between translation differences resulting from changes in amortised cost of the security and other changes in the carrying amount of the security. The translation differences related to changes in the amortised cost are recognised in Statement of Comprehensive Income, and other changes in carrying amount are recognised in other comprehensive income. Changes in the fair value of other monetary and non-monetary securities classified as available-for- sale are recognised in other comprehensive income.

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Impairment

The Directors assess at the end of each financial period whether there is objective evidence that a financial asset or group of financial assets is impaired. In the case of equity securities classified as available-for-sale, a significant or prolonged decline in the fair value of a security below its cost is considered as an indicator that the securities are impaired. If any such evidence exists for available- for-sale financial assets, the cumulative loss - measured as the difference between the acquisition cost and the current fair value, less any impairment loss on that financial asset previously recognised in Statement of Comprehensive Income - is reclassified from equity and recognised in Statement of Comprehensive Income as a reclassification adjustment. Impairment losses recognised in Statement of Comprehensive Income on equity instruments classified as available-for-sale are not reversed through Statement of Comprehensive Income.

If there is evidence of impairment for any of the Group’s financial assets carried at amortised cost, the loss is measured as the difference between the asset’s carrying amount and the present value of estimated future cash flows, excluding future credit losses that have not been incurred. The cash flows are discounted at the financial asset’s original effective interest rate. The loss is recognised in Statement of Comprehensive Income.

Note 2(l): Property, plant and equipment

Depreciation is calculated using the straight-line method to allocate their cost or revalued amounts, net of their residual values, over their estimated useful lives or, in the case of leasehold improvements and certain leased plant and equipment, the shorter lease term as follows:

- computer hardware and software 3 years

- exploration equipment 5 years

- motor vehicles 4 years

- office furniture and fittings 5 years

The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each financial period.

An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than its estimated recoverable amount.

Gains and losses on disposals are determined by comparing proceeds with carrying amount. These are included in Statement of Comprehensive Income. When revalued assets are sold, it is the Company’s policy to transfer any amounts included in other reserves in respect of those assets to retained earnings.

Note 2(m): Exploration and evaluation expenditure

Expenditure on exploration and evaluation is accounted for in accordance with the ‘area of interest’ method. Once the legal right to explore has been acquired, exploration and evaluation expenditure is charged to Statement of Comprehensive Income as incurred, unless the Directors conclude that a future economic benefit is more likely to be realised.

Exploration and evaluation expenditure is capitalised provided the rights to tenure of the area of interest are current and either:

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(i) the exploration and evaluation activities are expected to be recouped through successful development and exploitation of the area of interest or, alternatively, by its sale; or

(ii) the exploration and evaluation activities in the area of interest have not at the end of a financial period reached a stage that permits a reasonable assessment of the existence or otherwise of economically recoverable reserves, and active and significant operations in, or relating to, the area of interest are continuing.

When the technical feasibility and commercial viability of extracting a mineral resource have been demonstrated then any capitalised exploration and evaluation expenditure is reclassified as capitalised mine development. Prior to this reclassification, capitalised exploration and evaluation expenditure is assessed for impairment.

Impairment

The carrying amount of capitalised exploration and evaluation expenditure is assessed for impairment at the cash generating unit level whenever facts and circumstances suggest that the carrying amount of the asset may exceed its recoverable amount.

Impairment exists when the carrying amount of an asset or cash-generating unit exceeds its estimated recoverable amount. The asset or cash-generating unit is then written down to its recoverable amount. Any impairment losses are recognised in Statement of Comprehensive Income.

Note 2(n): Trade and other payables

These amounts represent liabilities for goods and services provided to the Group prior to the end of financial period which are unpaid. The amounts are unsecured and are usually paid within 30 days of recognition.

Note 2(o): Provisions

Provisions for legal claims and make good obligations are recognised when the Group has a present legal or constructive obligation as a result of past events, it is probable that an outflow of resources will be required to settle the obligation and the amount has been reliably estimated. Provisions are not recognised for future operating losses.

Where there are a number of similar obligations, the likelihood that an outflow will be required in settlement is determined by considering the class of obligations as a whole. A provision is recognised even if the likelihood of an outflow with respect to any one item included in the same class of obligations may be small.

Provisions are measured at the present value of management’s best estimate of the expenditure required to settle the present obligation at the end of the financial period. The discount rate used to determine the present value is a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. The increase in the provision due to the passage of time is recognised as interest expense.

Note 2(p): Employee benefits

(i) Short-term obligations

Liabilities for wages and salaries, including non-monetary benefits, annual leave and accumulating sick leave expected to be settled within 12 months after the end of the period in which the employees render the related service are recognised in respect of employees'

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services up to the end of the reporting period and are measured at the amounts expected to be paid when the liabilities are settled. The liability for annual leave and accumulating sick leave is recognised in the provision for employee benefits. All other short-term employee benefit obligations are presented as payables.

(ii) Other long-term employee benefit obligations

The liability for long-service leave and annual leave which is not expected to be settled within 12 months after the end of the period in which the employees render the related service is recognised in the provision for employee benefits. These long-term benefits are measured as the present value of expected future payments to be made in respect of services provided by employees up to the end of the reporting period using the projected unit credit method. Consideration is given to future wage and salary levels, experience of employee departures and periods of service. Expected future payments are discounted using market yields at the end of the reporting period on national government bonds with terms to maturity and currency that match, as closely as possible, the estimated future cash outflows.

(iii) Termination benefits

Termination benefits are payable when employment is terminated before the normal retirement date, or when an employee accepts voluntary redundancy in exchange for these benefits. The Group recognises termination benefits when it is demonstrably committed to either terminating the employment of current employees according to a detailed formal plan without possibility of withdrawal or to providing termination benefits as a result of an offer made to encourage voluntary redundancy. Benefits falling due more than 12 months after the end of the reporting period are discounted to present value.

Note 2(q): Contributed equity

Ordinary Shares are classified as equity.

Incremental costs directly attributable to the issue of new Ordinary Shares or options are shown in equity as a deduction, net of tax, from the proceeds. Incremental costs directly attributable to the issue of new Ordinary Shares or options for the acquisition of a business are not included in the cost of the acquisition as part of the purchase consideration.

If the Group reacquires its own equity instruments, for example, as the result of a share buy-back, those instruments are deducted from equity and the associated Ordinary Shares are cancelled. No gain or loss is recognised in Statement of Comprehensive Income and the consideration paid including any directly attributable incremental costs (net of income taxes) is recognised directly in equity.

Note 2(r): Dividends

Provision is made for the amount of any dividend declared, being appropriately authorised and no longer at the discretion of the entity, on or before the end of the reporting period but not distributed at the end of the financial period.

Note 2(s): Goods and Services Tax ("GST")

Revenues, expenses and assets are recognised net of the amount of associated GST, unless the GST incurred is not recoverable from the taxation authority. In this case it is recognised as part of the cost of acquisition of the asset or as part of the expense.

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Receivables and payables are stated inclusive of the amount of GST receivable or payable. The net amount of GST recoverable from, or payable to, the taxation authority is included with other receivables or payables in the Statement of Financial Position.

Cash flows are presented on a gross basis. The GST components of cash flows arising from investing or financing activities which are recoverable from, or payable to the taxation authority, are presented as operating cash flows.

Note 2(t): Segment reporting

Operating segments are reported in a manner consistent with the internal reporting provided to the Directors, the chief operating decision making body, which is responsible for the allocation of resources and performance assessment of the operating segments.

Note 2(u): Application of New and Revised Accounting Standards

[●]

A.1.9.2.3 Note 3: Significant accounting judgments and estimates

The preparation of the Group Financial Information in conformity with IFRS requires the Directors to make judgments, estimates and assumptions that affect the reported amounts of assets, liabilities and contingent liabilities at each balance sheet date and reported amounts of revenues and expenses during the reporting periods then ended. Estimates and assumptions are continuously evaluated and are based on the Director’s experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. However, actual outcomes can differ from these estimates.

In particular, information about significant areas of estimation uncertainty considered by the Directors in preparing the Group Financial Information are described below.

(i) Functional currency

The functional currency of foreign operations has been determined as Australian dollars. This outcome has resulted from examination of the prevailing facts and circumstances, including the basis on which the entities incur obligations for exploration and evaluation activities and the basis on which the foreign operations are funded.

(ii) Exploration and evaluation expenditure

The application of the Company’s accounting policy for exploration and evaluation expenditure requires judgment in determining whether it is likely that future economic benefits are likely from future exploitation or sale or where activities have not reached a stage which permits a reasonable assessment of the existence of reserves. The determination of a resource, in accordance with the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves, the JORC Code 2012 Edition, is itself an estimation process that requires varying degrees of uncertainty depending on sub-classification and these estimates directly impact the point of deferral of exploration and evaluation expenditure. The deferral policy requires the Directors to make certain estimates and assumptions about the future events or circumstances, in particular, whether an economically viable extraction operation can be established. Estimates and assumptions made may change if new information becomes available.

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Significant judgement is required in determining whether it is likely that future economic benefits will be derived from the capitalised exploration and evaluation expenditure. In the judgement of the Directors, at each of 31 December 2014, 31 December 2015 and 31 December 2016, exploration activities in each area of interest had not yet reached a stage which permitted a reasonable assessment of the existence or otherwise of economically recoverable reserves. Active and significant operations in relation to each area of interest are continuing and nothing has come to the attention of the Directors to indicate future economic benefits will not be achieved. The Directors are continually monitoring the areas of interest and are exploring alternatives for funding the development of areas of interest when economically recoverable reserves are confirmed.

If, after expenditure is capitalised, information becomes available suggesting that the recovery of expenditure is unlikely or exploration activities in the area have ceased, the amount capitalised is written off in Statement of Comprehensive Income in the period when the new information becomes available.

(iii) Recovery of deferred tax assets

Judgement is required in determining whether deferred tax assets are recognised on the statement of financial position. Deferred tax assets, including those arising from un-utilised tax losses, require the Directors to assess the likelihood that the Group will generate future taxable income are based on forecast cash flows from operations and the application of existing tax laws in each jurisdiction. To the extent that future cash flows and taxable income differ significantly from estimates, the ability of the Group to realise the net deferred tax assets recorded at each reporting date could be impacted.

Additionally, future changes in tax laws in the jurisdiction in which the Group operates could limit the ability of the Group to obtain tax deductions in future periods.

Note 4: Financial risk management objectives and policies

The Group’s principal financial instruments comprise of cash and short-term deposits and other financial assets.

The main purpose of these financial instruments is to invest funds raised by the Group until utilised in exploration activities.

The Group has other financial instruments such as current receivables and payables arising from corporate activities.

The main risks arising from the Group’s financial instruments are interest rate risk, foreign currency risk, credit risk and liquidity risk. The Chief Financial Officer is responsible for the management of the Group’s financial risk. The Chief Financial Officer updates the Directors regularly on financial risk management measures that he implements.

Risk exposures and responses

Interest rate risk

The Group is exposed to market interest rates on moneys it has deposited with Australian banking institutions in form of short-term deposits.

At the end of the financial period, the Group had the following financial assets exposed to Australian variable interest rate risk:

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The main risks arising from the Group’s financial instruments are interest rate risk, foreign currency risk, credit risk and liquidity risk. The Chief Financial Officer is responsible for the management of the Group’s financial risk. The Chief Financial Officer updates the board of directors regularly on financial risk management measures that he implements.

Risk exposures and responses

Interest rate risk

The Group is exposed to market interest rates on moneys it has deposited with Australian banking institutions in form of short-term deposits.

At the end of the financial period, the Group had the following financial assets exposed to Australian variable interest rate risk:

31 December 2014 2015 2016 $ $ $

Cash and cash equivalents 36,902 264,017 393,242

As at 31 December 2016, the Group had no financial liabilities exposed to variable interest rate risks (2015: $nil, 2014: $nil).

The Group’s cash management policy is to invest surplus funds at the best available rate received from the Australia and New Zealand Bank Group Limited.

Set out below is a sensitivity analysis of the financial implications of interest rate risk exposure as at the end of the financial year. If interest rates had moved, with all other variables constant, profit after tax and equity would have been:

31 December 2014 2015 2016 $ $ $

Profit after tax Higher/(lower) +1% (100 basis points) 3,886 1,821 9,859 -1% (100 basis points) (1,307) (1,188) (3,286)

Equity Higher/(lower) +1% (100 basis points) 3,886 1,821 9,167 -1% (100 basis points) (1,307) (1,188) (2,594)

The movement in equity is directly linked to the movement in the Statement of Comprehensive Income as the Group does not undertake any interest rate hedging.

Foreign currency risk

The Group has incurred a number of US obligations which it extinguished through the purchase of US dollars. At balance date, these US obligations outstanding are recorded as payables in the Statement of Financial Position. The Group will continue to incur US dollar financial obligations into the future as

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some of items acquisition obligations are denominated in US dollars and the Banque Centrale de Malgache has mandated through its regulatory role to limit the number of foreign currencies in which Malagasy entities can conduct business to Euros and US dollars.

As at 31 December 2016, the Group had US dollar payables $nil (2015: $229,000, 2014: $229,000) primarily relating to legal fees.

The table below sets out the financial impact of the strengthening or weakening of the Australian dollar against the US dollar on a profit after tax and equity basis as at the end of the financial year, with all other variables constant:

31 December 2014 2015 2016 $ $ $

Profit after tax Higher/(lower) +5% AUD/USD exchange rate 17,696 14,215 10,795 -5% AUD/USD exchange rate (19,559) (15,711) (11,932)

Equity Higher/(lower) +5% AUD/USD exchange rate 17,696 14,215 10,795 -5% AUD/USD exchange rate (19,556) (15,711) (11,931)

Commodity price risk

Presently, the principal activities of the Group are the exploration and evaluation of ferrous-based minerals in Madagascar and, as at 31 December 2016, did not have any commodity price risk exposure from the production of ferrous-based minerals.

Credit risk

Credit risk arises from the financial assets of the Group, which comprise cash and cash equivalents and other receivables. The Company invests only in short-term deposits with institutions that have AA/A-1+ with a stable outlook rating. In Madagascar, the Group banks with Banque Malgache de I’Ocean Indien, a banking institution controlled by Banque populaire-Caisse d’esparne ("BPCE"). BPCE is rated A+/A-1+ with a stable outlook rating. The Group maintains minimal cash balances in its Malagasy controlled entities.

Current receivables are monitored on an ongoing basis with the result that the Group’s exposure to bad debts is not significant.

Concentration risk

The Group does not have any concentration risk.

Liquidity risk

Liquidity risk arises from the financial liabilities of the Group and the ability of the Group to meet these obligations as and when they fall due.

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The Group does not have any external borrowings; however, the Group will need additional equity A.1.10.3 funds in order to explore and evaluate its ferrous-based minerals in Madagascar.

The maturity analysis of financial assets and financial liabilities is set out below:

Year ended 31 December 2016

0-30 31-60 61-90 91-180 Total Days Days Days Days

Financial assets Cash and cash equivalents 393,242 - - - 393,242 Receivables 15,998 - - - 15,998 Other current assets 2,873 - - - 2,873 412,113 - - - 412,113 Financial liabilities Payables (128,099) - - - (128,099) Other payables - - - - - Net maturity 284,014 - - - 284,014

Year ended 31 December 2015

0-30 31-60 61-90 91-180 Total Days Days Days Days

Financial assets Cash and cash equivalents 264,017 - - - 264,017 Receivables 6,082 - - - 6,082 Other current assets 2,992 - - - 2,992 273,091 - - - 273,091 Financial liabilities Payables (35,485) - - - (35,485) Other payables - - - - - Net maturity 237,606 - - - 237,606

Year ended 31 December 2014

0-30 31-60 61-90 91-180 Total Days Days Days Days

Financial assets Cash and cash equivalents 36,902 - - - 36,902 Receivables 1,475 - - - 1,475 Other current assets 41,157 - - - 41,157 79,534 - - - 79,534 Financial liabilities Payables (35,177) - - - (35,177) Other payables - - - - - Net maturity 44,357 - - - 44,357

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Fair values

All financial assets and liabilities recognised in the Statement of Financial Position, whether they are carried at cost or fair value, are recognised as amounts that represent a reasonable approximation of fair values unless otherwise stated in the applicable notes.

Note 5: Segment reporting A.1.6.2

The Group operates solely in the mining exploration industry.

The Directors determine the Group’s operating segments by reference to internal reports that are reviewed and used by them, being the chief operating decision makers ("CODMs") in assessing performance and determining the allocation of resources. The CODMs consider the exploration expenditure in relation to the tenements held in Madagascar, however discrete financial information is not provided in relation individual tenements. On this basis these tenements are not considered to be discrete operating segments.

Note 6: Total revenue and other income

31 December 2014 2015 2016 $ $ $

Other income Proceeds from sale of tenements - 37,070 44,303 Interest on short-term deposits 3,904 2,693 682 3,904 39,763 44,985 Note 7: Income tax

31 December 2014 2015 2016 $ $ $

Accounting profit/(loss) (1,874,102) (169,318) (328,841) Tax for the financial year

At the statutory income tax rate applicable to the Company 30% 562,231 50,795 98,652

Tax losses for the current year for which no deferred tax asset is recognised (334,183) (33,642) (104,289) Capital gains - 11,121 13,291 Exploration expenditure - (16,541) (2,350) Exchange fluctuation (5,716) (8,085) (451) Impairment (75,598) - - Implicit interest (146,734) (3,648) (2,736) Other - - (2,117) Income tax (expense)/benefit - - -

Deferred tax assets are recognised for the carry-forward of unused tax losses and unused tax credits to the extent that it is probable taxable profits will be available against which the unused tax losses/credits can be utilised.

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The Group has unrecognised tax losses that are available indefinitely of $1,700,531 (2015: $1,596,242, 2014: $1,539,995) to carry forward against future taxable income and unrecognised tax capital losses that are available indefinitely of $1,700,531 (2015: $1,912,334, 2014: $1,931,692) to carry forward against future taxable capital gains.

Note 8: Dividends paid and proposed A.1.20.7.1

No dividends were paid during the year ended 31 December 2016 (2015: $nil, 2014: $nil) and no dividend is proposed to be paid as at 31 December 2016 (2015: $nil, 2014: $nil).

Note 9: Cash and cash equivalents

31 December 2014 2015 2016 $ $ $

Cash in hand 1,774 712 792 Cash at bank 22,088 19,762 7,160 Short-term deposits 13,040 243,543 385,290 36,902 264,017 393,242 Note 10: Receivables-current

31 December 2014 2015 2016 $ $ $

GST input credits 1,475 6,082 7,787 Amount due from sale of tenements - - 8,209 1,475 6,082 15,996 Receivables are non-interest bearing and are generally on 30-90 day terms.

Note 11: Other current assets

31 December 2014 2015 2016 $ $ $

Bonds 41,157 2,992 2,873

Note 12: Exploration and evaluation A.1.5.2.1

31 December 2014 2015 2016 $ $ $

At start of financial year 2,000,000 2,588,861 2,702,802 Additions 840,856 113,941 92,666 Impairment (251,995) - - At end of financial year 2,588,861 2,702,802 2,795,468

The carrying value of exploration and evaluation expenditure at balance date

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is represented by the following projects:

Ambodilafa 1,292,486 1,329,546 1,336,970 Bekisopa 478,931 523,795 574,596 Tratramarina 817,444 849,471 883,902 2,588,861 2,702,812 2,795,468 With the significant deterioration in the acquisition costs for iron ore projects, the Directors have impaired the carrying value of the acquisition costs of the Tratramarina Project as well as the acquisition costs of the Ambodilafa Project. In addition, the Directors reviewed the carrying of exploration and evaluation expenditures capitalised given these Projects are upgradeable iron ore projects. The Directors believe these projects have a number of advantages over other upgradeable projects – grade, mass recoveries, grind size, bond index power requirements and proximity to the coast (east coast of Madagascar) – 47 kilometres for Ambodilafa and 16 kilometres for Tratramarina.

Ambodilafa Farm-in Agreement

On 22 August 2012, the Group entered into a farm-in agreement with Jubilee which entitled the Group to earn a 90% interest in commodities other than platinum group elements, London Metal Exchange traded metals and chrome.

Under the farm-in agreement, the Group will earn its interest in the commodities in three stages:

- Stage 1 US$1.0 million expenditure 51%

- Stage 2 US$1.0 million expenditure 81% (cumulative)

- Stage 3 US$1.0 million expenditure 90% (cumulative)

The Group is required to give notice to Jubilee each time it has expended US$1.0 million under the farm-in agreement. Jubilee has 30 days from the date of notice to inform the Group whether it wishes to take the unearned interest available to it through jointly funding all future work programmes. If Jubilee does not elect to take the unearned interest, the Group has automatic rights to move the next stage and earn additional interest in the commodities. Under the farm-in agreement, the Group will have sole and exclusive rights to explore the Ambodilafa tenements in each stage.

Where the Group has earned a 90% interest in the commodities and Jubilee does not elect to take up the unearned interest, the Group has a right to buy-out the unearned interest for $1.5 million through either shares or cash or a royalty or a combination of these methods.

As at 31 December 2016, the Group had earned a 90% equity interest in the Ambodilafa tenements. The Group has advised Jubilee that it would elect to buy-out the residual interest by way of a royalty.

Bekisopa Share Sale and Purchase Agreement

On 16 June 2014, the Group acquired IOCM pursuant to a share sale and purchase agreement and the simultaneous execution of a shareholders’ agreement with Cline. Under the terms and conditions of the share sale and purchase agreement, the Group paid Cline US$25,000 (the “First Instalment”) on execution of the above-mentioned agreement and agreed to pay, on 17 June 2017, a further US$175,000 (the “Second Instalment"). In addition, the Group agreed to pay outstanding annual administration fee (frais d’administration annuel) to the Bureau of Cadastre Mines of Madagascar ("Bureau du Cadastre Minier de Madagascar" or "BCMM") as well as settling outstanding liabilities in Madagascar.

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The value of the Group’s exploration and evaluation expenditure is dependent on the ability of the Group to obtain further funding to enable it to:

- continue exploration in the areas of interest;

- meet tenement renewal payments to continue to satisfy rights to tenure; and

- the recoupment of costs through successful development and exploitation of the areas of interest, or alternatively by their sale.

On 27 October 2016, the Group renegotiated its obligations to Cline through an extension to the payment of the Second Instalment due under the share sale and purchase agreement. The Second Instalment was extended to 17 June 2018 with an option for the Group to extend the payment date a further 6 months to 17 December 2018.

The Group has agreed to issue Cline US$50,000 in fully paid Ordinary Shares on the admission of the Company to recognised exchange and, if the Group exercises its option to extend payment of the Second Instalment by a further 6 months, US$25,000 in fully paid Ordinary Shares based on the 30- day volume-weighted average price immediately prior to 17 June 2018.

Note 13: Payables-current

31 December 2014 2015 2016 $ $ $

Trade payables 56,814 35,485 128,099 Other payables 8,813 - - 65,627 35,485 128,099 Trade payables are non-interest bearing and are normally settled on 30 day terms. Other payables are also non-interest bearing and have an average term of 30 days.

Due to the short-term nature of these payables, the carrying amounts recorded in the Group Financial Information for trade payables and other payables are the fair values.

Trade payables includes $90,000 payable to Directors for services from 1 April 2015 to 30 November 2016 which was paid by way of issue of 1,800,000 fully paid Ordinary Shares at 5 cents per Ordinary Share on 23 January 2017, pursuant to an resolution put to Shareholders at the annual general meeting held on the above-mentioned date.

Note 14: Provisions-current

31 December 2014 2015 2016 $ $ $

Annual leave 104,218 15,871 20,243

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Note 15: Other current liabilities

31 December 2014 2015 2016 $ $ $

Deferred salaries to directors and executives 361,537 - -

The Directors agreed to deferring 40% of their salaries in November 2014 to reduce the Group’s monthly cash burn rate. During the year ended 31 December 2015, Mr Burns and Mr Madden agreed to defer their salaries until sufficient funding was secured. Mr Burns deferred his entitlement to emoluments from 1 January 2015 and Mr Madden deferred his salary from 1 June 2015.

On 27 July 2015, Shareholders approved the conversion of the amounts due to the Directors into fully paid Ordinary Shares of the Company which resulted in the Directors being paid approximately 20 cents per dollar due to them for deferred salaries.

Note 16: Borrowings A.1.10.3

31 December 2014 2015 2016 $ $ $

Pacific Road Capital II Pty Limited 49,120 - -

Pacific Road Management GP II Limited 350,880 - -

Director loan (JM Madden) 25,000 - 25,000

425,000 - 25,000

Mr Madden provided the Group with a $25,000 unsecured loan for the payment of 2013 and 2014 audit fees. The amount due to Mr Madden was converted into 1,000,000 fully paid Ordinary Shares at 2.5 cents per fully paid Ordinary Share (being the share price set for the April 2015 Working Capital Initiative).

Note 17: Provisions non-current

31 December 2014 2015 2016 $ $ $

Long service leave 12,603 - -

Note 18: Other non-current liabilities

31 December 2014 2015 2016 $ $ $

Cline Mining Corporation 191,732 226,483 237,105

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The Group has accounted for the amount due to Cline on a net present value basis using a discount rate of 4% and adjusting the US dollar amount for exchange fluctuation.

The Group has agreed to issue Cline US$50,000 in fully paid Ordinary Shares on listing of the Company on to a recognised exchange and, if the Group exercises its option to extend payment of the Second Instalment by a further 6 months, US$25,000 in fully paid Ordinary Shares based on the 30-day volume-weighted average price immediately prior to 17 June 2018.

Note 19: Contributed equity A.1.21.1.1

Number $

At 31 December 2013 57,840,190 12,520,028

Issue of shares April 2014 1,607,960 241,194 July 2014 1,673,667 251,050 September 2014 600,000 90,000 Shares issued to Pacific Road entities on the execution of the unsecured loan (see Note 16) 3,125,000 468,750 Shares issued to corporate advisor 36,667 5,500 7,043,294 1,056,494

At 31 December 2014 64,883,484 13,576,522

Correction to number of shares issued in the previous for equity raisings Conversion of loan monies into equity 3,010 - - Pacific Road entities 20,000,000 500,000 - Director 1,800,000 45,000 Redundancy payments 2,100,000 60,000 Working capital raising 24,044,000 610,100 Conversion of deferred salaries into equity 2,470,004 61,750 Creditors 422,000 21,100 Equity raising costs - - 50,839,014 1,297,950

At 31 December 2015 115,722,498 14,874,472

Issue of shares

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Wdestridge Equity Raising Initiative 37,000,000 370,000 Creditors 1,100,000 27,500 Consultant 600,000 30,000 Conversion of amount due to former employee for annual leave into equity 650,040 32,502 39,350,040 460,002

At 31 December 2016 155,072,538 15,334,474

Ordinary Shares

Ordinary Shares have the rights to receive dividends as declared and, in the event of winding up, participate in the proceeds from the sale of all surplus assets in proportion to the number of, and amounts paid up on, the Ordinary Shares held.

Each fully paid Ordinary Share carries one vote.

Ordinary Shares issued to Shareholders since incorporation have had no par value.

Options over Ordinary Shares

At the annual general meeting of Shareholders on 8 August 2011, Shareholders approved a Long Term Incentive Scheme for key management personnel as well as options over Ordinary Shares to executive and non-executive directors.

On 14 September 2015, the Company had cancelled 6,550,000 options over Ordinary Shares that were granted to employees of the Company. The cancellation of options over Ordinary Shares arose from the Company implementing the conditions precedent set out in the Facilitation Agreement between the Company and Italian-Thai Developments Public Company Limited and the Letter of Offer between shareholders and Italian-Thai Developments Public Company Limited.

As at 31 December 2016, all options over Ordinary Shares on issue previously granted to Shareholders had expired.

31 December Number 2014 2015 2016

Opening balance 15,000,000 18,899,960 3,899,960 Options granted 3,899,960 - - Options exercised - - - Options lapsed - (15,000,000) (3,899,960) Closing balance 18,899,960 3,899,960 -

Exercise price/cents 25 25 25 Expiry date 31 Dec 2016 31 Dec 2016 31 Dec 2016 Performance shares

On the 6 February 2013, the Group, shareholders and the Pacific Road entities (comprising Pacific Road Capital II Pty Limited as trustee for the Pacific Road Resources Fund II and Pacific Road Management GP II Limited as general partner of Pacific Road Resources Fund II, LP) entered into a

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shareholders’ agreement under which employees of the Group were granted 7,500,000 performance shares for zero consideration on the achievement of performance milestones.

35% of the performance shares would vest on the achievement of a JORC resource equal to no less than 300 million tonnes of iron ore; and

65% of the performance shares would vest on the achievement of a positive scoping study prepared to industry best practices.

The performance shares were subject to a continuation of employment test at the date a milestone was achieved; however, the performance shares would vest, in full, on the receipt by the Group of an unsolicited takeover offer.

On 31 May 2016, the Directors cancelled the performance shares.

Although the performance shares satisfy the requirements of IFRS 2 Share-based Payments and accordingly, accounted for on a fair value basis, the conditionality of the performance was not likely to be realised as the Group was not able to raise sufficient funds to advance its iron projects on which the conditions were to be rewarded and as a result, the fair value of the performance shares was considered to be $nil.

Note 20: Translation reserve

31 December 2014 2015 2016 $ $ $

Opening balance - - (28,337) Translation of foreign currency financial - - (35,726) statements into the functional currency - (28,337) (28,337) Closing balance - (28,337) (64,063)

Note 21: Accumulated losses

31 December 2014 2015 2016 $ $ $

Balance at start of the financial period (10,192,731) (12,063,170) (12,177,509) Net loss for the year (1,870,439) (169,318) (328,841) Adjustment arising from change to the accounting for translation of foreign current financial statements into the functional currency - 54,979 - Balance at end of the financial period (12,063,170) (12,177,509) (12,506,350)

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Note 22: List of controlled entities

The Group Financial Information includes the financial information of the Company and the controlled entities listed below:

% equity interest Country of Name Incorporation 2014 2015 2016

Malagasy Holdings (Bekisopa) Australia 100 100 100 Pty Limited - Iron Ore Corporation of

Malagasy sarl Madagascar 75 75 75 Malagasy Holdings (Tratramarina) Australia

Pty Limited 100 100 100 - Universal Exploration

Madagascar sarl Madagascar 100 100 100

Note 23: Commitments

Exploration and evaluation expenditure commitments

Under 99-022 Mining Code (portant Code minier), the Group does not have any expenditure commitments on its tenements other than the annual renewal fees (frais annuel d’administration) which are payable to the Madagascar Mining Cadastre Bureau (Bureau du Cadastre Minier de Madagascar).

The annual renewal fees for Ambodilafa tenements, held by Mineral Resources of Madagascar sarl, an entity controlled by Jubilee Platinum plc, are approximately $10,000 for the 2017-2018 renewal period. Mineral Resources of Madagascar sarl is the entity through which the Group earns its equity interest in the Ambodilafa tenements.

The annual renewal fees for Bekisopa tenements, held by IOCM, an entity controlled by the Group following its acquisition on 16 June 2016, are approximately $65,000 for the 2017-2018 renewal period. MRM is the entity through which the Group earns its equity interest in the Ambodilafa tenements.

The annual renewal fees for all tenements held by UEM (including the Tratramarina and Ambalavato tenements) are approximately $40,000 for the 2017-2018 renewal period.

Note 24: Financial obligations of the Group and its controlled entity UEM

The Group

Ambodilafa tenements

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Under the farm-in agreement, the Group will earn its interest in the commodities in three stages:

- Stage 1 US$1.0 million expenditure 51%

- Stage 2 US$1.0 million expenditure 81% (cumulative)

- Stage 3 US$1.0 million expenditure 90% (cumulative)

The Group is required to give notice to Jubilee each time it has expended US$1.0 million under the farm-in agreement. Jubilee has 30 days from the date of notice to inform the Group whether it wishes to take the unearned interest available to it through jointly funding all future work programmes. If Jubilee does not elect to take the unearned interest, the Group has automatic rights to move the next stage and earn additional interest in the commodities. Under the farm-in agreement the Group will have sole and exclusive rights to explore the Ambodilafa tenements in each stage.

As at 31 December 2016, the Group had earned a 90% equity interest in the Ambodilafa tenements. The Group has advised Jubilee that it would elect to buy-out the residual interest by way of a royalty.

Bekisopa tenements

On 16 June 2015, the Group acquired IOCM pursuant to a share sale and purchase agreement and the simultaneous execution of a shareholders’ agreement with Cline. Under the terms and conditions of the share sale and purchase agreement, the Group paid Cline US$25,000 on execution of the above-mentioned agreement and agreed to pay, on 17 June 2017, a further US$175,000. In addition, the Group agreed to pay outstanding annual administration fee (frais d’administration annuel) to the Bureau of Cadastre Mines of Madagascar (Bureau du Cadastre Minier de Madagascar or BCMM) as well as settling outstanding liabilities in Madagascar.

On 27 October 2016, the Group renegotiated its obligations due to Cline for the Bekisopa DSO project. Under the revised terms, the Group has moved its outstanding obligations from June 2017 to June 2018 on the issue of US$50,000 in Ordinary Shares in the Company on its admission to a recognised exchange and an option to extend the outstanding obligation to December 2018 for a further US$25,000 in Ordinary Shares.

Universal Exploration Madagascar sarl

On 23 June 2011, UEM acquired two Reserved Licences for Small Mining Developers (du Permis Reserve Aux Petits Exploitants ou Permis) prospective for magnetite (the Tratramarina West tenements) by paying US$200,000 and agreeing to pay, on the election of UEM, US$250,000 (First Option) and US$350,000 (Second Option) in 2015 and 2016, respectively, if UEM elects to continue to explore and expend monies on the permits. In addition, if UEM undertakes a mine development that incorporates magnetite ore sourced from the Tratramarina West tenements, a royalty of 0.35% will be paid on the net sales revenue generated on magnetite concentrate produced from the Tratramarina West prospects. The Tratramarina West tenements are adjacent to the Tratramarina East.

The parent entity exercised the First Option during the course of the financial year and exercised the Second Option on 26 February 2013.

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Following the exercise of the Second Option, the outstanding obligation of UEM under the Mining Permit Sale Agreement is a royalty equal to 0.35% of net sales revenue.

Note 25: Related party disclosures A.1.19

Directors

The Directors during the year ended 31 December 2016 were:

PG Bibby

RS Burns

JM Madden

As at 31 December 2016, the Directors were owed $90,000 for services for the period 1 April 2015 to 30 November 2016. The amount due to the Directors was paid on 23 January 2017 by way of the issue of 1,800,000 fully paid Ordinary Shares in the Company at 5 cents per Ordinary Share. The issue of the Ordinary Shares was approved by Shareholders on 23 January 2017.

Note 26: Cash flow statement reconciliation

31 December 2014 2015 2016 $ $ $

Net loss after tax (1,874,102) (169,318) (328,841)

Adjusted for: Exchange fluctuation 19,052 26,921 1,503 Finance costs 468,750 12,160 9,119 Impairment 251,995 - - Proceeds from sale of tenements - (37,070) (36,094) Provisions 28,906 (100,950) 4,372 Share-based payments - 144,225 90,002 Minority interests - 55,457 (8,516) Other 5,500 - -

Changes in other current assets and current liabilities: Current assets Receivables 1,655 (4,606) (9,914) Other (7,552) 38,165 119 Current liabilities Payables (7,436) (25,240) 92,614 Other 343,882 (361,537) 25,000 (769,350) (421,793) (160,636)

Note 27: Key management personnel

Details of key management personnel

Executive director, Chief Financial Officer

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and parent entity Group Secretary

JM Madden

Non-executive directors

RS Burns

PG Bibby

Compensation of key management personnel

Mr Madden does not have a contract of employment with the Company. The Directors however, by way of written resolution on 21 August 2012, approved a resolution to formalise their employment with the Company. The resolution entitled Mr Madden to six months’ remuneration on redundancy or takeover of the Company. Mr Madden released the Group of any obligations into redundancy in 2015.

Compensation paid to key management personnel is as follows:

31 December 2014 2015 2016 $ $ $

Amounts paid or due for payable to Bentleys Audit or review of the financial report 20,000 20,000 15,000 - amounts relating to previous year - - - Other services - - - 20,000 20,000 15,000

All Executive Directors and Non-Executive Directors forfeited entitlements to remuneration on 1 January 2016.

Note 28: Auditor’s remuneration

31 December 2014 2015 2016 $ $ $

Amounts paid or due for payable to Bentleys Audit or review of the financial report 20,000 20,000 15,000 - amounts relating to previous year - - - Other services - - - 20,000 20,000 15,000

Note 29: Subsequent events

The Company issued 1,800,000 fully paid Ordinary Shares to Directors in lieu of services for the period 1 April 2015 to 30 November 2016.

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The Company received a further $65,000 pursuant to the Westridge equity raising initiative and issued 6,500,000 fully paid Ordinary Shares to sophisticated investors secured by Westridge.

A further 46,000,000 Ordinary Shares were issued to various parties as part of the pre-IPO fundraising pursuant to the Westridge Equity Heads of Agreement.

Note 30: Nature of the Group Financial Information

The Group Financial Information presented above does not constitute statutory accounts for the periods under review.

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PART 14 – TAXATION A.3.4.11

1 United Kingdom taxation

The following information is based on UK tax law, proposals announced in the 8 March 2017 Budget and HMRC practice currently in force in the UK. Please note that announcements in the 8 March 2017 Budget are only proposals and have not yet been enacted in UK legislation. Such law and practice (including, without limitation, rates of tax) is in principle subject to change at any time. The information that follows is for guidance purposes only. Any person who is in any doubt about his or her position should contact their professional advisor immediately.

1.1 Tax treatment of the Company

The following information is based on the law, proposals announced in the 8 March 2017 Budget and practice currently in force in the UK.

Provided that the Company is not resident in the UK for taxation purposes and does not carry out any trade in the UK (whether or not through a permanent establishment situated there), the Company should not be liable for UK taxation on its income and gains, other than in respect of interest and other income received by the Company from a UK source (to the extent that it is subject to the withholding of basic rate income tax in the UK).

It is the intention of the Directors to conduct the affairs of the Company so that the central management and control of the Company is not exercised in the UK in order that the Company does not become resident in the UK for taxation purposes. The Directors intend, insofar as this is within their control, that the affairs of the Company are conducted so the Company is not treated as carrying on a trade in the UK through a permanent establishment.

1.2 Tax treatment of UK investors

The following information, which relates only to UK taxation, is applicable to persons who are resident in the UK and who beneficially own Ordinary Shares as investments and not as securities to be realised in the course of a trade. It is based on the law and practice currently in force in the UK. The information is not exhaustive and does not apply to potential investors:

(a) who intend to acquire, or may acquire (either on their own or together with persons with whom they are connected or associated for tax purposes), more than 10 per cent., of any of the classes of shares in the Company; or

(b) who intend to acquire Ordinary Shares as part of tax avoidance arrangements; or

Such Shareholders should consult their professional advisers without delay. Shareholders should note that tax law and interpretation can change and that, in particular, the levels, basis of and reliefs from taxation may change. Such changes may alter the benefits of investment in the Company.

Shareholders who are neither resident nor temporarily non-resident in the UK and who do not carry on a trade, profession or vocation through a branch, agency or permanent establishment in the UK with which the Ordinary Shares are connected, will not normally be liable to UK taxation on dividends paid by the Company or on capital gains arising on the sale

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or other disposal of Ordinary Shares. Such Shareholders should consult their own tax advisers concerning their tax liabilities.

1.3 Dividends A.3.4.11

Where the Company pays dividends no UK withholding taxes are deducted at source, Shareholders who are resident in the UK for tax purposes will, depending on their circumstances, be liable to UK income tax or corporation tax on those dividends.

UK resident individual Shareholders who hold their Shares as investments, will be subject to UK income tax on the amount of dividends received from the Company.

Dividend income received by UK tax resident individuals will have a £5,000 dividend tax allowance. Dividend receipts in excess of £5,000 will be taxed at 7.5 per cent. for basic rate taxpayers, 32.5 per cent for higher rate taxpayers, and 38.1 per cent. for additional rate taxpayers. As announced in the 8 March 2017 Budget it is proposed that the dividend nil rate band, currently £5,000 per year will be reduced to £2,000 per year for dividends received after 6 April 2018.

Shareholders who are subject to UK corporation tax should generally, and subject to certain anti-avoidance provisions, be able to claim exemption from UK corporation tax in respect of any dividend received but will not be entitled to claim relief in respect of any underlying tax.

1.4 Disposals of Ordinary Shares

Any gain arising on the sale, redemption or other disposal of Ordinary Shares will be taxed at the time of such sale, redemption or disposal as a capital gain.

The rate of capital gains tax on disposal of Ordinary shares by basic rate taxpayers is 10 per cent., and for upper rate and additional rate taxpayers the rate is 20 per cent.

For Shareholders within the charge to UK corporation tax, indexation allowance may reduce any chargeable gain arising on disposal of Ordinary Shares but will not create or increase an allowable loss.

Subject to certain exemptions, the corporation tax rate applicable to its taxable profits is currently being 20 per cent. The rate falls to 19 per cent. after 1 April 2017 and 17 per cent. after 1 April 2020.

1.5 Further information for Shareholders subject to UK income tax and capital gains tax

1.5.1 Deemed Gains

The attention of Shareholders who are resident in the United Kingdom for tax purposes are drawn to the provisions of section 13 of the Taxation of Chargeable Gains Act 1992. This provides that for so long as the Company would be a close company if it were resident in the UK, Shareholders could (depending on individual circumstances) be liable to UK capital gains taxation on their pro rata share of any capital gain accruing to the Company (or, in certain circumstances, to a subsidiary or investee company of the Company). Shareholders should consult their own independent professional advisers as to their UK tax position.

1.5.2 “Controlled Foreign Companies” Provisions – Deemed Income of Corporates

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If the Company were at any time to be controlled, for UK tax purposes, by persons (of any type) resident in the United Kingdom for tax purposes, the “controlled foreign companies” provisions in Part 9A of Taxation (International and Other Provisions) Act 2010 could apply to UK resident corporate Shareholders. Under these provisions, part of any “chargeable profits” accruing to the Company (or in certain circumstances to a subsidiary or investee company of the Company) may be attributed to such a corporate Shareholder and may in certain circumstances be chargeable to UK corporation tax in the hands of the corporate Shareholder. The Controlled Foreign Companies provisions are complex, and prospective Investors should consult their own independent professional advisers.

1.5.3 Deemed Income of Individuals

The attention of Shareholders who are individuals resident in the United Kingdom for tax purposes is drawn to the provisions set out in Chapter 2 of Part 13 of the UK Income Tax Act 2007, which may render those individuals liable to UK income tax in respect of undistributed income (but not capital gains) of the Company.

1.5.4 “Transactions in securities”

The attention of Shareholders (whether corporates or individuals) within the scope of UK taxation is drawn to the provisions set out in, respectively, Part 15 of the Corporation Tax Act 2010 and Chapter 1 of Part 13 of the Income Tax Act 2007, which (in each case) give powers to HMRC to raise tax assessments so as to cancel “tax advantages” derived from certain prescribed “transactions in securities”.

1.5.5 Stamp duty and stamp duty reserve tax

The statements below are intended as a general guide to the current position. They do not apply to certain intermediaries who are not liable to stamp duty or stamp duty reserve tax or (except where stated otherwise) to persons connected with depositary arrangements or clearance services who may be liable at a higher rate.

No UK stamp duty or stamp duty reserve tax will be payable on the issue of the Ordinary Shares. UK stamp duty will be payable on any instrument of transfer of the Ordinary Shares that is executed in the UK or that relates to any property situated, or to any matter or thing done or to be done, in the UK. Shareholders holding paper Ordinary Shares will not be able to use the CREST clearance system and in some circumstances may find it necessary or desirable to pay stamp duty or stamp duty reserve tax at 0.5 per cent. However, most Shareholders will trade the Ordinary Shares as dematerialised depositary interests using the CREST settlement system. Such trading in depositary interests in the Ordinary Shares is not subject to stamp duty. Transfer of these depositary interests through CREST will also be exempt from stamp duty reserve tax for a company incorporated abroad so long as its central management and control is not exercised in the UK, there is no register for the Ordinary Shares in the UK, the Ordinary Shares are not paired with any Ordinary Shares issued by a UK incorporated company and the Ordinary Shares remain registered on the London Stock Exchange or another recognised stock exchange. As stated earlier in this document, the Directors intend to conduct the affairs of the Company so that its central management and control is not exercised in the UK, and provided that goal is achieved, the transfer of depositary interests should not attract stamp duty reserve tax.

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2 Australian Tax

2.1 The Company

The Company and its wholly owned Australian subsidiaries Malagasy Holdings (Tratramarina) Pty Ltd and Malagasy Holdings (Bekisopa) Pty Ltd are Australian residents for income tax purposes and are subject to taxation under the ITAA 1997 and ITAA 1936. They are liable to pay income tax at the corporate income tax rate of 30 per cent. on their worldwide income. The Company has not formed an income tax consolidated group for the purposes of the Australian Taxation Office. Accordingly each company in the group is subject to Australian taxation in their own right.

The Company's foreign subsidiaries IOCM and UEM are not Australian resident for the purposes of ITAA 1997 and ITAA 1936, and are not subject to Australian income tax. Each subsidiary is considered a Controlled Foreign Company of the Company. Accordingly, any dividends paid by IOCM and UEM to the Company will be treated as non-assessable non- exempt income of the Company in accordance with ITAA 1936. Other types of income earned by the Company from IOCM and UEM would be assessable income in Australia, unless the Company has carried on a business in Madagascar through a permanent establishment in that country in its own right and separate to its subsidiaries. If there is passive income, or tainted services or sales income in this foreign subsidiary, then the Company may be subject to the income attribution rules of ITAA 1936 and a percentage of the income of IOCM and UEM may be assessable to the Company in Australia.

Dividends paid by the Company may be franked or unfranked for Australian income tax A.3.4.11 purposes. Payment of franked dividends by the Company to non-residents will not be subject to any non-resident withholding taxes. Unfranked dividends paid to non-Australian resident shareholders will be subject to non-resident dividend withholding taxes in accordance with section 128B ITAA 1936. For United Kingdom resident shareholders receiving unfranked dividends from the Company, the withholding tax will be 15 per cent. (or five per cent. for United Kingdom company shareholders who hold more than 10 per cent. shares in the Company). For shareholders not resident of Australia or United Kingdom, the withholding rate will be from 15 per cent. to 30 per cent.

If the Company derives any foreign income that is considered Conduit Foreign Income ("CFI") A.3.4.11 pursuant to Division 802 ITAA 1997, and distributes profits from that CFI in the form of unfranked dividends, then the amount of unfranked dividends designated as CFI will not be subject to non-resident withholding taxes. CFI primarily includes any amount of foreign income derived by the Company that is non-assessable and non-exempt income under ITAA 1997 and ITAA 1936.

2.2 Investors

2.2.1 Taxation of dividends

A distribution of profits by the Company in the form of dividends may be franked or unfranked in accordance with ITAA 1936. Franked dividends distributed to Australian income tax residents will be assessable income (grossed up for the franking credits) at the taxpayer's marginal income tax rate up to a maximum of 46.5 per cent. (or 30 per cent. for a corporate shareholder). The franking credits will offset against the income tax payable on the gross value of the dividends and any excess franking credits are refundable to individual shareholders only.

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Unfranked dividends distributed to Australian income tax residents will also be assessable income at the taxpayer's marginal income tax rate, without the benefit of any franking credits.

2.2.2 Taxation of capital gains

(a) Australian Resident

Primarily Australian tax residents will be assessed on gains and losses realised on disposal of shares held in the Company under the Capital Gains Tax provisions of Division 104 ITAA 1997. Any net capital gains will be assessed at the taxpayer's marginal income tax rate. Any gross capital losses made will be carried forward to be offset against future period capital gains.

If an Australian tax resident becomes a non-resident for income tax purposes, there are a number of additional Australian capital gains tax considerations which need to be addressed.

(b) Foreign Resident

If a non-Australian tax resident holds greater than 10 per cent. shares in the Company (including shares held by associates), and greater than 50 per cent. of the Company's assets are 'taxable Australian real property' ("TARP"), then the non- resident is subject to Australian capital gains tax on disposal of the shares pursuant to Subdivision 855A ITAA 1997. The Company primarily holds mining and exploration assets, which are specifically included as a TARP asset under section 855-20 ITAA 1997. Accordingly any net capital gains realised by non-resident shareholders with greater than 10 per cent. shareholding will be assessed at the non-resident rate of 46.5 per cent. for individuals and 30 per cent. for companies.] Gross capital losses made will be carried forward to be offset against future period capital gains.

For non-Australian tax residents with a less than 10 per cent. shareholding in the Company, any capital gain or loss on disposal of the share are disregarded under section 855-10 ITAA 1997.

2.2.3 Duties

Transfer duty will not be imposed in any Australian jurisdictions on the issue of quoted marketable securities, including the Ordinary Shares.

3 Malagasy Tax

Please refer to the 'Fiscal Regime' paragraph in Part 10 of this document, 'Madagascar Overview and Regulatory Framework' for details of the Malagasy fiscal regime, including taxation.

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PART 15 – ADDITIONAL INFORMATION

1 The Company

1.1 The Company is a public company limited by shares, incorporated in Australia and registered LR2.2.2(1) in Victoria under the provisions of the Corporations Act on 6 October 2009, with the name Indian Pacific Resources Limited.

1.2 The Company is domiciled in Australia. The registered office of the Company and business address for all the Directors, as at the date of this document, is 211 McIIwraith Street, Carlton A.3.4.2 North, Victoria, Australia. The principal legislation under which the Company operates is the Corporations Act. The liability of the Shareholders is limited.

2 Share capital of the Company

2.1 As at the Last Practicable Date, the Company has an issued share capital of 166,877,538 A.1.21.1.1 Existing Ordinary Shares of no par value.

2.2 On Admission the Company will issue:

3 (a) [●] Ordinary Shares to Cline pursuant to the terms of the Cline Share Sale A.1.21.1.1 A.1.21.1.5 Agreement;

(b) 1,000,000 Ordinary Shares to each of Douglas Wu, Stephen Fabian and Mark A.1.21.1.5 A.1.17.2 Burridge, pursuant the terms of their letters of appointment;

(c) pursuant to the terms of the Westridge Equity Terms of Agreement as approved by A.1.17.2 Shareholders: A.1.21.1.5 A.1.21.1.1

(i) 6,412,666 Ordinary Shares to John Madden; A.1.21.1.1 (ii) 6,412,667 Ordinary Shares to Paul Bibby;

(iii) 6,309,500 Ordinary Shares to Stephen Fabian;

(iv) 6,309,500 Ordinary Shares to Mark Burridge; and

(v) 12,619,000 Ordinary Shares to Westridge; and

(d) [●] Placing Shares pursuant to the Placing.

2.3 The issued share capital of the Company immediately after Admission will be [●] Ordinary Shares.

2.4 The Ordinary Shares will be registered, and may be held in either certificated or uncertificated A.3.4.3 form in the form of Depositary Interests and traded on CREST, which is a paperless settlement procedure enabling securities to be evidenced and transferred otherwise than by a written instrument in accordance with the CREST Regulations.

2.5 During the period covered by the historical financial information, there have been the A.1.21.1.7 following changes to the Company's issued and authorised share capital:

3 Equivalent to US$50,000 at the Placing Price.

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(a) Pursuant to an equity raise which closed on 3 April 2014, 1,421,292 Ordinary Shares were issued at a price of AU$0.15 per Ordinary Share:

(i) 333,333 Ordinary Shares were issued to MA & GL Bayram;

(ii) 66,667 Ordinary Shares were issued to Basildene Pty Ltd;

(iii) 66,667 Ordinary Shares were issued to Robert Burns;

(iv) 66,667 Ordinary Shares were issued to Caithness Resources Pty Limited;

(v) 21,293 Ordinary Shares were issued to J D'Arcy;

(vi) 100,000 Ordinary Shares were issued to RN Mirfield;

(vii) 100,000 Ordinary Shares were issued to MC & MA Francis, held in their pension fund, Francis Superannuation Fund;

(viii) 100,000 Ordinary Shares were issued to John Madden, held in his pension fund, JMJW Super Pty Ltd;

(ix) 200,000 Ordinary Shares were issued to Topole Pty Ltd;

(x) 200,000 Ordinary Shares were issued to A & B Scott;

(xi) 115,501 Ordinary Shares were issued to TM Sheahan;

(xii) 51,164 Ordinary Shares were issued to S Sheahan;

(b) Pursuant to an equity raise which closed on 11 July 2014, 1,863,333 Ordinary Shares were issued at a price of AU$0.15 per Ordinary Share:

(i) 186,667 Ordinary Shares were issued to Argonaut Capital Limited;

(ii) 100,000 Ordinary Shares were issued to Paul Bibby;

(iii) 66,667 Ordinary Shares were issued to Robert Burns;

(iv) 133,333 Ordinary Shares were issued to Caithness Resources Pty Ltd;

(v) 333,333 Ordinary Shares were issued to Deveney-Bergin Superannuation Fund;

(vi) 133,333 Ordinary Shares were issued to Fifteen Thor Superannuation Fund;

(vii) 100,000 Ordinary Shares were issued to John Maddee, held in his pension fund, JMJW Super Pty Ltd;

(viii) 133,334 Ordinary Shares were issued to Marshall Gem Pty Ltd;

(ix) 70,000 Ordinary Shares were issued to Winnipeg Trust Pty Ltd;

(x) 66,666 Ordinary Shares were issued to TM Sheahan;

(xi) 66,667 Ordinary Shares were issued to S Sheahan;

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(xii) 340,000 Ordinary Shares were issued to CPI Services Pty Ltd;

(xiii) 133,333 Ordinary Shares were issued to V&M Superannuation Fund;

(i) 200,000 Ordinary Shares were issued to Caithness Resources Pty Ltd at a price of AU$0.15 per Ordinary Share;

(ii) 200,000 Ordinary Shares were issued to John Madden, held in his pension fund, JMJW Super Pty Ltd, at a price of AU$0.15 per Ordinary Share;

(d) On 6 September 2014, 100,000 Ordinary Shares were issued to Caithness Resources Pty Ltd at a price of AU$0.15 per Ordinary Share;

(e) On 8 September 2014, 100,000 Ordinary Shares were issued to John Madden, held in his pension fund, JMJW Super Pty Ltd, at a price of AU$0.15 per Ordinary Share;

(f) On 18 December 2014, 36,667 Ordinary Shares were issued to Argonaut Capital Limited in payment of advisory fees at a price of AU$0.15 per Ordinary Share;

(g) On 18 December 2014, 3,135,000 Ordinary Shares were issued at a price of AU$0.15 per Ordinary Share for the conversion of an unsecured loan of AU$500,000 into equity:

(i) 383,750 Ordinary Shares were issued to Pacific Road Capital II Pty Ltd;

(ii) 2,741,250 Ordinary Shares were issued to Pacific Road Capital Management GP II;

(h) On 26 March 2015, 21,800,000 Ordinary Shares were issued at a price of AU$0.025 per Ordinary Share for the conversion of unsecured loans into equity:

(i) 1,800,000 Ordinary Shares were issued to Argonaut Capital Limited;

(ii) 2,456,000 Ordinary Shares were issued to Pacific Road Capital II Pty Ltd;

(iii) 17,544,000 Ordinary Shares were issued to Pacific Road Capital Management GP II;

(i) On 26 March 2015, 300,000 Ordinary Shares were issued to J Kuzyk in lieu of entitlements on termination of his employment at a price of AU$0.05 per Ordinary Share;

(j) On 26 March 2015, 360,000 Ordinary Shares were issued at a price of AU$0.05 per Ordinary Share:

(i) 120,000 Ordinary Shares were issued to Robert Burns;

(ii) 120,000 Ordinary Shares were issued to Caithness Resources Pty Ltd;

(iii) 120,000 Ordinary Shares were issued to John Madden, held in his pension fund, JMJW Super Pty Ltd;

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(k) Pursuant to an equity raise which closed on 10 June 2015, 23,684,000 Ordinary Shares were issued at a price of AU$0.025 per Ordinary Share:

(i) 400,000 Ordinary Shares were issued to A Adam;

(ii) 800,000 Ordinary Shares were issued to MA & GL Bayram;

(iii) 480,000 Ordinary Shares were issued to Paul Bibby;

(iv) 500,000 Ordinary Shares were issued to Dalesam Pty Ltd;

(v) 2,000,000 Ordinary Shares were issued to Robert Burns;

(vi) 1,000,000 Ordinary Shares were issued to Caithness Resources Pty Ltd;

(vii) 800,000 Ordinary Shares were issued to C & M Clifopolous;

(viii) 400,000 Ordinary Shares were issued to Clifopolous Family Trust;

(ix) 300,000 Ordinary Shares were issued to CIP Corporation Pty Ltd;

(x) 1,000,000 Ordinary Shares were issued to Deveney-Bergin Superannuation Fund;

(xi) 200,000 Ordinary Shares were issued to J D'Arcy;

(xii) 800,000 Ordinary Shares were issued to DVP Investments Pty Ltd;

(xiii) 200,000 Ordinary Shares were issued to Elcar Pty Ltd;

(xiv) 400,000 Ordinary Shares were issued to Eleventh Klingon Pty Ltd;

(xv) 800,000 Ordinary Shares were issued to Fifteen Thor Superannuation Fund;

(xvi) 200,000 Ordinary Shares were issued to PL Fowler;

(xvii) 400,000 Ordinary Shares were issued to MC & MA Francis, held in their pension fund, Francis Superannuation Fund;

(xviii) 200,000 Ordinary Shares were issued to V Funnell;

(xix) 400,000 Ordinary Shares were issued to Hamex Pty Ltd;

(xx) 200,000 Ordinary Shares were issued to NC James;

(xxi) 400,000 Ordinary Shares were issued to John Madden, held in his pension fund, JMJW Super Pty Ltd;

(xxii) 200,000 Ordinary Shares were issued to Marshall Gem Pty Ltd;

(xxiii) 1,004,000 Ordinary Shares were issued to Mengwi Superannuation Fund;

(xxiv) 800,000 Ordinary Shares were issued to A Mercer;

(xxv) 400,000 Ordinary Shares were issued to G Michaelidis;

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(xxvi) 400,000 Ordinary Shares were issued to RN Mirfield;

(xxvii) 200,000 Ordinary Shares were issued to Naikin Pty Ltd;

(xxviii) 1,000,000 Ordinary Shares were issued to JF O'Reilly;

(xxix) 600,000 Ordinary Shares were issued to Pamamull Superannuation Fund;

(xxx) 200,000 Ordinary Shares were issued to S & D Pilios;

(xxxi) 2,000,000 Ordinary Shares were issued to E Scaunich Nominees Pty Ltd;

(xxxii) 800,000 Ordinary Shares were issued to A & B Scott;

(xxxiii) 1,000,000 Ordinary Shares were issued to CPI Services Pty Ltd;

(xxxiv) 400,000 Ordinary Shares were issued to V&M Superannuation Fund;

(xxxv) 1,000,000 Ordinary Shares were issued to WAL Assets Pty Ltd;

(xxxvi) 400,000 Ordinary Shares were issued to GC Wilson;

(xxxvii) 400,000 Ordinary Shares were issued to 313 Investments Pty Ltd;

(l) On 10 June 2015, 200,000 Ordinary Shares were issued to JL Rabeharisoa for services rendered to the Company at a price of AU$0.05 per Ordinary Share;

(m) On 31 December 2015:

(i) 1,902,000 Ordinary Shares were issued to Winnipeg Trust Pty Ltd in lieu of entitlements on termination of TW Slattery's employment and service rendered to the Company by TW Slattery at a price of AU$0.05 per Ordinary Share;

(ii) 120,000 Ordinary Shares were issued to Corporate Technical Consulting Pty Ltd for services rendered to the Company at a price of AU$0.05 per Ordinary Share;

(n) On 20 October 2016:

(i) 1,100,000 Ordinary Shares were issued to Argonaut Capital Limited for services rendered to the Company at a price of AU$0.025 per Ordinary Share;

(ii) 600,000 Ordinary Shares were issued to John Nota for services rendered to the Company at a price of AU$0.05 per Ordinary Share;

(iii) 650,040 Ordinary Shares were issued to Caithness Resources Pty Ltd in lieu of accrued annual leave of Scott Caithness.

2.6 In the period following the period covered by the historical financial information, there have A.1.21.1.7 been the following changes to the Company's issued share capital:

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(a) On 23 January 2017, 1,800,000 Ordinary Shares were issued to current directors as an ex gratia payment for services rendered to the Company:

(i) 600,000 Ordinary Shares were issued to Robert Burns;

(ii) 600,000 Ordinary Shares were issued to Paul Bibby;

(iii) 600,000 Ordinary Shares were issued to John Madden, held in his pension fund, JMJW Super Pty Ltd;

(b) On 12 May 2017, 1,000,000 Ordinary Shares were issued to John Madden, held in his pension fund, JMJW Super Pty Ltd, at a price of AU$0.025 per Ordinary Share in repayment of auditors fees paid by John Madden on behalf on the Company;

(c) At a meeting of the Board on 28 December 2016, and a further written resolution of the Board on 18 April 2017 it was confirmed that, as part of the pre-IPO fundraising and pursuant to the Westridge Equity Heads of Agreement, the following Ordinary Shares would be issued:

(i) 1,000,000 Ordinary Shares to Mark Burridge;

(ii) 2,000,000 Ordinary Shares to Anthony Bonello;

(iii) 4,000,000 Ordinary Shares to Chifley Portfolios Limited;

(iv) 2,000,000 Ordinary Shares to Rock Capital Partners Limited;

(v) 16,000,000 Ordinary Shares to Baker Steel Resources Trust;

(vi) 1,000,000 Ordinary Shares to Coen Louwerts;

(vii) 2,000,000 Ordinary Shares to Legacy Capital Limited;

(viii) 5,000,000 Ordinary Shares to Sergei Stetsenko;

(ix) 4,000,000 Ordinary Shares to Jessica Bibby;

(x) 5,000,000 Ordinary Shares to Douglas Wu;

(xi) 1,000,000 Ordinary Shares to Palisade Capital Inc.;

(xii) 1,000,000 Ordinary Shares to John McMullen;

(xiii) 500,000 Ordinary Shares to Jeffrey Stevens;

(xiv) 500,000 Ordinary Shares to Paul Bibby; and

(xv) 1,000,000 Ordinary Shares to John Kirk.

4 (d) on Admission, [●] Ordinary Shares will be issued to Cline pursuant to the terms of A.1.21.1.1 the Cline Share Sale Agreement; A.1.21.1.5

4 Equivalent to US$50,000 at the Placing Price.

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(e) on Admission, 1,000,000 Ordinary Shares to each of Douglas Wu, Stephen Fabian A.1.17.2 A.1.21.1.1 and Mark Burridge, pursuant the terms of their letters of appointment; A.1.21.1.5

(f) on Admission, pursuant to the terms of the Westridge Equity Terms of Agreement: A.1.17.2 A.1.21.1.1 (i) 6,412,666 Ordinary Shares to John Madden; A.1.21.1.5

(ii) 6,412,667 Ordinary Shares to Paul Bibby;

(iii) 6,309,500 Ordinary Shares to Stephen Fabian;

(iv) 6,309,500 Ordinary Shares to Mark Burridge; and

(v) 12,619,000 Ordinary Shares to Westridge; and

(g) on Admission, [●] Placing Shares will be issued pursuant to the Fundraising at the Placing Price.

3 Takeover bids A.3.4.9 No takeover Protection under Takeover Code

As an Australian company, the Company is not and will not after Admission be subject to the Takeover Code. As a result, a takeover offer for the Company will not be regulated by the Takeover Panel and Shareholders will therefore not have the protection afforded by the Takeover Code. However, the Company is, and will on Admission be, subject to the takeover provisions under the Corporations Act and other relevant Australian legislation.

Mandatory bids

The Company is subject to the takeover provisions contained in Chapter 6 of the Corporations Act. The Corporations Act contains a general rule that a person must not acquire a relevant interest in issued voting shares of a company as a result of a transaction in relation to securities entered into by or on behalf of the person if, because of the transaction, a person's voting power in the Company:

(p) increases from below 20 per cent. to more than 20 per cent.; or

(q) increases from a starting point which is above 20 per cent. less than 90 per cent.

A person's voting power is deemed to be that of that person and his/her associates. Certain acquisitions of relevant interests are exempt from the above rule including, among others, acquisitions under takeover bids, acquisitions approved by Shareholders, acquisitions of less than three per cent. in any six month period, rights issues, dividend reinvestment schemes and underwritings.

If a person wishes to acquire more than 20 per cent. of a company, or increase a holding which is already beyond 20 per cent. the person must do so under one of the exemptions (as noted above) which includes undertaking a takeover bid in accordance with the Corporations Act.

Squeeze-out rights

A person who holds more than 90 per cent. of the shares in a company may conduct a compulsory acquisition of all remaining shares under the Corporations Act. There is no provision under the Corporations Act for minority shareholders to require a person who holds more than 90 per cent. of the shares in a company to buy them out.

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In Australia, foreign investment in, and ownership of, companies and property is regulated by the Foreign Acquisitions and Takeovers Act 1975 (Cth) ("FATA"), which is administered by the Foreign Investment Review Board ("FIRB"), a division of the Treasury department of the Australian federal government. FIRB's functions are advisory only, and responsibility for making decisions on proposals rests with the Treasurer of the Australian federal government. FATA provides a notification and approval process for proposed investments in Australia by "foreign persons" (individuals, corporations or trusts), which may result in foreign control or ownership of Australian businesses or companies. Small proposals are generally exempt from notification, and larger proposals are approved unless judged contrary to the national interest.

The threshold requirements for notification vary according to the nature of the business to be acquired and the aggregate Australian land holdings of that business. Generally, FATA only requires a foreign person to notify FIRB where:

(a) a single foreigner (and any associates), proposes to acquire a 15 per cent. or more interest in an Australian corporation or business;

(b) several foreigners (and any associates), propose to acquire an aggregate interest of 40 per cent. or more in an Australian corporation or business,

and either:

(d) the proposal values the business of such Australian corporation or corporate group at over AU$231 million.

4 Constitution of the Company

The Constitution of the Company does not restrict the activities of the Company. A summary of the principal provisions of the Constitution, including the provisions relating to the rights attaching to the Ordinary Shares, is set out below. This summary is not exhaustive nor does it constitute a definitive statement of the rights and liabilities of the Company’s members, or other matters governed by the Constitution. Please see paragraph [22] 'Documents available for inspection' of this Part 15 for details of how to obtain a full copy of the Constitution.

Reference in this paragraph 4 to "Listing Rules" are references to the listing rules of the ASX or the London Stock Exchange, as appropriate.

4.1 Company type

The Company is a public company limited by shares.

4.2 Objects and purpose A.1.21.2.1 The Constitution does not limit the objects, purpose or activities of the Company.

4.3 Voting rights A.1.21.2.3 A.3.4.5 Subject to any rights or restrictions for the time being attached to any class or classes of shares, at general meetings of Shareholders or classes of Shareholders:

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(a) each Shareholder entitled to vote may vote in person or by proxy, attorney or representative;

(b) on a show of hands, every person present who is a Shareholder or a proxy, attorney or representative of a Shareholder has one vote; and

(c) on a poll, every person present who is a Shareholder or a proxy, attorney or representative of a Shareholder shall, in respect of each fully paid share held by him, or in respect of which he is appointed a proxy, attorney or representative, have one vote for the share, but in respect of partly paid shares shall have such number of votes as bears the same proportion to the total of such shares registered in the Shareholder’s name as the amount paid (not credited) bears to the total amounts paid and payable (excluding amounts credited).

4.4 Transfer of Shares A.1.21.2.3 A.3.4.8 LR2.2.4(1) LR2.2.4(2) Shares in the Company are freely transferable, subject to formal requirements, and so long as the registration of the transfer does not result in a contravention of or failure to observe the provisions of a law of Australia and the transfer is not in breach of the Corporations Act or the Listing Rules. The Company may participate in any electronic or computerised system for the transfer of shares that may be established or recognised by the Corporations Act or the Listing Rules and the shares may be transferred by a market transfer in accordance with any electronic or computerised system for the transfer of shares that may be established or recognised by the Corporations Act or the Listing Rules, or otherwise by written instrument.

The Directors are entitled to decline to register a share transfer (other than a transfer pursuant to or connected with a transaction entered into on the ASX or London Stock Exchange) where the Listing Rules permit or require them to do so, where registration of the transfer would breach Australian law or where the transfer is not in registrable form. The Company cannot interfere with a transfer pursuant to or connected with a transaction entered into on the ASX or London Stock Exchange where to do so would be contrary to the Listing Rules. The Company may at any time close the register for a period not exceeding 30 days in any year. The Directors may, to the extent the law permits, waive any of the requirements pertaining to the transfer of shares under the Constitution and prescribe alternative requirements instead.

4.5 Proportional Takeover Bid Approval A.1.21.2.3 A.1.21.2.6 The Company must refuse to register a transfer of shares giving effect to a takeover contract A.3.4.8

for a proportional takeover bid unless and until a resolution approving a proportional takeover bid in accordance with the Constitution is passed.

4.6 Dividends A.1.21.2.3 A.3.4.5 Subject to and in accordance with the Corporations Act or the Listing Rules, the rights of any preference Shareholders and to the rights of the holders of any shares created or raised under any special arrangement as to dividend, the Directors may from time to time declare a dividend be paid to the Shareholders entitled to a dividend. The Directors may fix the amount of a dividend, the record date and the method of a payment of a dividend.

The Shareholders entitled to a dividend are those on the register of members on the record date. Where no record date is determined the relevant date for determining entitlement is the date of payment of the dividend.

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The dividend shall be payable on all shares according to the proportion that the amount paid (not credited) is of the total amounts paid and payable (excluding amounts credited) in respect of such shares.

The Directors may from time to time pay to the Shareholders any interim dividends as they may determine. No dividend shall carry interest as against the Company. The Directors may set aside out of the profits of the Company any amounts that they may determine as reserves, to be applied at the discretion of the Directors, for any purpose for which the profits of the Company may be properly applied.

At the discretion of the Directors, any dividends that remain unclaimed for one year (from declaration) may be invested or otherwise made use of for the benefit of the Company until claimed or required to be dealt with in accordance with any law relating to unclaimed money.

Subject to the Listing Rules and the Corporations Act, the Company may, by resolution of the Directors, implement a dividend reinvestment plan on such terms and conditions as the Directors think fit and which provides for any dividend which the Directors may declare from time to time payable on shares which are participating shares in the dividend reinvestment plan, less any amount which the Company shall either pursuant to the Constitution or any law be entitled or obliged to retain, be applied by the Company to the payment of the subscription price of shares.

4.7 Winding-up A.1.21.2.3 A.3.4.5 If the Company is wound up, the liquidator may, with the authority of a special resolution of the Company, divide among the shareholders in kind the whole or any part of the property of the Company, and may for that purpose set such value as he considers fair upon any property to be so divided, and may determine how the division is to be carried out as between the Shareholders or different classes of Shareholders.

The liquidator may, with the authority of a special resolution of the Company, vest the whole or any part of any such property in trustees upon such trusts for the benefit of the contributories as the liquidator thinks fit, but so that no Shareholder is compelled to accept any shares or other securities in respect of which there is any liability.

4.8 Changes in share capital A.1.21.2.3 A.3.4.6 The issue of any new shares is under the control of the Directors of the Company. Subject to restrictions on the issue or grant of securities contained in the Listing Rules, the Constitution of the Company and the Corporations Act (and without affecting any special right previously conferred on the holder of an existing share or class of shares), the Directors may issue shares as they shall, in their absolute discretion, determine.

4.9 Pre-emption rights A.1.21.2.3 A.3.4.5 Subject to the Corporation Act and the Constitution, the Company shall not allot securities to A.3.4.6 proposed subscribers unless it has first made an offer to each existing Shareholder, to allot to them on the same or more favourable terms a proportion which is equal to the proportion in nominal value held by him in the issued shares of the Company (and the Company shall not allot securities unless such offer has expired or the Company has received notice of acceptance or refusal of every offer made).

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Conditional on the consent of not less than 75 per cent. of the votes cast by the Shareholders at a duly called general meeting, the Board may issue securities as though the pre-emptive rights referred to above did not apply. Such resolution of the Shareholders shall not be proposed unless it is recommended by the Directors and there has been circulated, with the notice of the meeting, a written statement of the Directors explaining their reasons for making the recommendation, the amount to be paid to the Company in respect of the securities to be allotted and their justification of that amount.

4.10 Variation of rights A.1.21.2.4

Pursuant to Section 246B of the Corporations Act, the Company may, with the sanction of a resolution passed at a meeting of Shareholders vary or abrogate the rights attaching to shares. If at any time the share capital is divided into different classes of shares, the rights attached to any class (unless otherwise provided by the terms of issue of the shares of that class), whether or not the Company is being wound up, may be varied or abrogated with the consent in writing of the holders of three-quarters of the issued shares of that class, or if authorised by a special resolution passed at a separate meeting of the holders of the shares of that class.

4.11 General meetings of Shareholders A.1.21.2.5

Shareholders are entitled to be present in person, or by proxy, attorney or representative to attend and vote at general meetings of the Company.

Subject to the Listing Rules and provisions of the Corporations Act in relation to special resolutions and short notice, at least 28 clear days’ notice must be given of a general meeting of the Shareholders. The notice must specify the place, day and hour of the meeting and, in the case of special business, must specify the general nature of that business. All business that is transacted at a general meeting is special save for the declaration of a dividend, consideration of accounts and Director’s and auditor’s reports, the appointment of auditors and the election of Directors at an annual general meeting. A general meeting may also be convened on requisition. Annual general meetings of the Shareholders are held in accordance with the requirements of the Listing Rules and the Corporations Act.

Each Shareholder, in accordance with the Constitution, the Corporations Act or the Listing Rules, is entitled to receive notice of all general meetings of the Company and to receive all notices, accounts and other documents required to be sent to Shareholders under the Constitution of the Company, the Corporations Act or the Listing Rules. Shareholders are entitled to be present in person, or by proxy, attorney or representative to attend and vote at general meetings of the Company. Shareholders may requisition meetings in accordance with Section 249D of the Corporations Act.

4.12 Notifications of major shareholdings A.1.21.2.7 A.1.21.2.8 If at any time the Company shall have a class of shares admitted to trading on the Main Market, the provisions of DTR 5 shall be deemed incorporated be reference into this Constitution and accordingly the vote holder and issuer notification rules set out in DTR 5 shall apply to the Company and to each Shareholder.

For the purposes of the incorporation by reference of DTR 5 into the Constitution and the application of DTR 5 to the Company and each Shareholder, the Company shall (for the purposes of this paragraph only) be deemed to be a UK issuer, as such term is defined in DTR 5.

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If at any time the Company shall have a class of shares admitted to trading on the Main market, the provisions of section 793 of the Companies Act 2006, which provisions are incorporated be reference in the Constitution and are available to the Shareholder at no charge, shall apply to the Shareholder of such class of shares, provided that for the purposes of this paragraph, the following terms shall have the meaning set forth below:

(a) public company shall mean the Company; and

(b) company's shares shall mean the class of shares of the Company admitted to trading on the Main Market.

If the Company determines that a Shareholder (a "Defaulting Member") has not complied with the provisions of DTR 5 as set forth above with respect to some or all of such shares held by such Shareholder (the "Default Shares"), the Company shall have the right by delivery of notice to the Defaulting Member (a "Default Notice") to:

(a) suspend the right of such Defaulting member to vote on the Default Shares in person or by proxy at any meeting of the Company. Such a suspension shall have effect from the date on which the Default Notice is delivered by the Company to the Defaulting Member until a date that is not more than seven days after the Company has determined is its sole discretion that the Defaulting Member has cured the non- compliance with the provisions of DTR 5, provided that the Company may at any time by subsequent written notice cancel or suspend the operation of a Default Notice; and/or

(b) (i) withhold, without any obligation to pay interest thereon, any dividend or other A.3.4.5 amount payable with respect to the Default Shares with such amount to be payable only after the Default Notice ceases to have effect with respect to the Default Shares; (ii) render ineffective any election to receive shares of the Company instead of cash in respect of any dividend or part thereof; and/or (iii) prohibit the transfer of any shares of the Company held by the Defaulting Member except with the consent of the Company or if the Defaulting Member can provide satisfactory evidence to the Company to the effect that, after due enquiry, such Defaulting Member has determined that the shares to be transferred are not Default Shares.

4.13 Meetings of Directors A.1.21.2.2 A Director may at any time and the Secretary must on the requisition of a Director, convene a meeting and at least 24 hours’ notice of such a meeting shall be given to each Director. The Directors can agree shorter notice by unanimous decision. Decisions of a meeting of Directors are decided by a majority of votes and in the event of an equality of votes, the chairman of the meeting shall have a casting vote. Directors can appoint alternate Directors to participate and vote in the appointer’s stead. The quorum for meetings of the Directors is two. The Directors may delegate their powers to committees consisting of such of their number as they think fit.

Questions arising at a meeting of the Board will be decided by a majority of votes cast by Directors present and entitled to vote at the meeting at which a quorum is present. If an equal number of votes are cast for and against a resolution, the chairperson shall have a second or casting vote (unless only two Directors are competent to vote on the question).

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4.14 Appointment and removal of Directors

A.1.16.1 A.1.21.2.2 Under the Constitution, the minimum number of Directors that may comprise the Board is three (of which two much ordinarily reside in Australia) and the maximum is fixed by the Directors but may not be more than nine unless the Shareholders pass a resolution varying that number. Directors are elected at general meetings of the Company. Retirement will occur on a rotational basis so that any Director who has held office for three or more years or three or more annual general meetings (excluding any managing Director) retires at each annual general meeting of the Company. The Directors may also appoint a Director to fill a casual vacancy on the Board or as an addition to the existing Directors, who will then hold office until the next annual general meeting of the Company and is then eligible for election at that meeting.

4.15 Remuneration of Directors A.1.21.2.2

The Constitution provides that the total aggregate fixed sum per annum to be paid to the Directors will not exceed the sum set by the shareholders of the Company in general meeting. The Directors are also entitled to be paid reasonable travelling, hotel and other expenses incurred by Directors in the performance of their duties and fees paid to Directors for special services supplied to the Company over and above performance of Director responsibilities. The total aggregate fixed sum per annum to be paid to non-executive Directors has been set at AU$500,000 per annum.

4.16 Indemnity and insurance

The Company must indemnify any current or former Director, or officer, of the Company or its related body corporate against any liability incurred by that person in that capacity. The Company may enter into and pay premiums on a contract insuring any current or former Director, or officer, of the Company or its related body corporate against any liability incurred by that person in that capacity, including legal costs.

4.17 Alteration of Constitution

The Constitution can only be amended by a special resolution passed by at least three quarters of Shareholders present and voting at the general meeting. In addition, at least 28 days written notice specifying the intention to propose the resolution as a special resolution must be given.

5 Information on the Directors

5.1 The Directors, their functions within the Group and brief biographies are set out in Part 9 of this document, 'Directors and Corporate Governance'.

5.2 Details of the names of companies and partnerships (excluding directorships in the Group) of A.1.14.1 which the Directors are or have been members of the administrative, management or supervisory bodies or partners at any time in the five years preceding the date of this document are set out below:

Name Current Past directorships/partnerships directorships/partnerships

Paul Bibby None Silver Corporation of Australia Pty Ltd

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CCR De Nardi Pty Ltd

CCR Gundaroo Pty Ltd

CCR Bundoon Pty Ltd

John Madden None None

Mark Burridge Baker Steel Capital Partners LLP REBgold Corporation (which merged with Aquila Resources Inc. in 2014)

International Copper Company Ltd

Braxil Tungsten Holdings Ltd

Stephen Fabian Jedmast Consulting Limited Ironstone Resources Limited

Brazil Tungsten Holdings Limited South American Ferro Metals Limited Greatbanks Resources Limited

Africa Hydrocarbons Limited

Aquila Resources Limited

Douglas Wu Whitwell Partners None

5.3 Save as set out below, none of the Directors: A.1.14.1

(a) has any convictions in relation to fraudulent offences for at least the previous five years; or

(b) has been associated with any bankruptcy, receivership or liquidation while acting in the capacity of a member of the administrative, management or supervisory body or of a senior manager of any company for at least the previous five years; or

(c) has been subject to any official public incriminations and/or sanctions by any statutory or regulatory authority (including designated professional bodies) for at least the previous five years; or

(d) has ever been disqualified by a court from acting as a director of a company, or from acting as a member of the administrative, management or supervisor bodies of a company, or from acting the management or conduct of the affairs of any company for at least the previous five years.

5.4 Cobar Consolidated Resources CCR, the listed parent company, and its subsidiary A.1.14.1 companies Silver Corporation of Australia Pty Ltd, CCR De Nardi Pty Ltd, CCR Gundaroo Pty Ltd and CCR Bundoon Pty Ltd, were each placed into voluntary administration in March 2014. Paul Bibby was a director of each of the subsidiary companies (but not the parent company) from October 2013 until the companies were placed into voluntary administration.

5.5 There are no family relationships between any of the Directors. A.1.14.1

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5.6 Mark Burridge is the current chief executive officer of Baker Steel Capital Managers LLP, the manager of Baker Steel Resources Trust, and Stephen Fabian provides consultancy A.1.14.2 services to Baker Steel Capital Managers LLP. This may give rise to a conflict of interests. Other than this, there are no other potential or actual conflicts of interest between any duties owed by the Directors to the Company and their private interests and/or other duties, save for their interest as holders of securities of the Company.

6 Directors’ and others’ interests A.1.17.2

The interests of the Directors in the Company's issued share capital are as follows:

Immediately prior to Admission Immediately following Admission

Name of Number of Percentage of Number of Percentage of Shareholder Existing share capital Ordinary the share Ordinary Shares capital Shares

John Madden1 7,322,287 4.39 13,734,953 [●]

Douglas Wu 5,000,000 3.00 6,000,000 [●]

Stephen Fabian2 2,000,000 1.20 9,309,500 [●]

Paul Bibby3 2,042,500 1.22 8,455,167 [●]

Mark Burridge 1,000,000 0.60 8,309,500 [●]

1John Madden holds shares in his own name (2,085,785, being 1.25 per cent.) and through JMJW Super Pty Ltd (5,236,502, being 3.14 per cent.).

2Ordinary Shares held through Rock Capital Partners Limited.

3Ordinary Shares held through P and J Bibby Superannuation Fund.

7 Major Shareholders

7.1 Save as set out below, as at the Last Practicable Date, the Company is not aware of any A.1.18.1 person who, directly or indirectly, was interested in three per cent. or more of the Company's capital or voting rights:

Immediately prior to Admission Immediately following Admission

Name of Number of Percentage of Number of Percentage of Shareholder Existing share capital Ordinary the share Ordinary Shares capital Shares

Pacific Road 36,732,750 22.01 36,732,750 [●] Capital Management GP II1

Baker Steel 16,000,000 9.59 [●] [●]

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Resources Trust

John Madden2 7,322,287 4.39 13,734,953 [●]

Caithness 5,189,365 3.11 [●] [●] Resources Pty Ltd

Pacific Road 5,142,250 3.08 5,142,250 [●] Capital II Pty Ltd1

Sergei 5,000,000 3.00 [●] [●] Stetsenko

Douglas Wu 5,000,000 3.00 6,000,000 [●]

1Pacific Road Capital Management GP II and Pacific Road Capital II Pty Ltd are general partner and trustee, respectively, of Pacific Road Resources Fund II LP.

2John Madden holds shares in his own name (2,085,785, being 1.25 per cent.) and through JMJW Super Pty Ltd (5,236,502, being 3.14 per cent.).

7.2 None of the Company's major Shareholders has different voting rights from other A.1.18.2 Shareholders.

7.3 The Company is not aware of any person who, directly or indirectly, owns or controls the Company. The Company is not aware of any arrangements the operation of which may at a subsequent date result in a change of control of the Company.

8 Directors’ service agreements A.1.16.1 A.1.16.2 8.1 Executive Directors A.1.22

John Madden

John Madden is employed by the Company as Chief Financial Officer and the terms and conditions of his employment are set out in an appointment letter. His contract has no fixed term and is terminable by the Director providing reasonable written notice. His appointment is also subject to the retire on rotation and re-election provisions of the Constitution. His salary will be AU$60,000, and he will be entitled to participate in the LTIP.

Paul Bibby

Paul Bibby is employed by the Company as Chief Executive Officer and the terms and conditions of his employment are set out in an appointment letter. His contract has no fixed term and is terminable by the Director providing reasonable written notice. His appointment is also subject to the retire on rotation and re-election provisions of the Constitution. His salary will be AU$60,000, and he will be entitled to participate in the LTIP.

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8.2 Non-Executive Directors A.1.21.1.1 A.1.21.1.5 Douglas Wu

Douglas Wu entered into a letter of appointment with the Company in relation to his appointment as a non-executive Director. His appointment has no fixed term and is terminable by the Director providing reasonable written notice. His appointment is also subject to the retire on rotation and re-election provisions of the Constitution. His salary will be AU$40,000, and he will be entitled to participate in the LTIP. He will also be entitled to 1,000,000 Ordinary Shares on Admission, subject to the terms of the LTIP.

Stephen Fabian

Douglas Wu entered into a letter of appointment with the Company in relation to his appointment as a non-executive Director. His appointment has no fixed term and is terminable by the Director providing reasonable written notice. His appointment is also subject to the retire on rotation and re-election provisions of the Constitution. His salary will be AU$30,000 (or £24,000, depending on residency), and he will be entitled to participate in the LTIP. He will also be entitled to 1,000,000 Ordinary Shares on Admission, subject to the terms of the LTIP.

Mark Burridge

Douglas Wu entered into a letter of appointment with the Company in relation to his appointment as a non-executive Director. His appointment has no fixed term and is terminable by the Director providing reasonable written notice. His appointment is also subject to the retire on rotation and re-election provisions of the Constitution. His salary will be AU$30,000 (or £24,000, depending on residency), and he will be entitled to participate in the LTIP. He will also be entitled to 1,000,000 Ordinary Shares on Admission, subject to the terms of the LTIP.

9 Summary of remuneration and benefits

9.1 A summary of the amount of remuneration paid by the Group to the Directors (including any A.1.15.1 contingent or deferred compensation) and benefits in kind for the financial year ended 31 December 2016 for their services, in all capabilities, to the Group is set out below:

Name Basic salary Consultancy fees Total

Paul Bibby AU$30,0001 N/A AU$30,000

John Madden AU$30,0001 N/A AU$30,000

Mark Burridge N/A N/A N/A

Stephen Fabian N/A N/A N/A

Douglas Wu N/A N/A N/A

1Paid by way of an issue of Ordinary Shares at AU$0.05 per share, equating to 600,000 shares.

9.2 Neither the Executive Directors nor the Non-Executive Directors are entitled to any benefits A.1.16.2 upon termination.

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10 Pension arrangements A.1.15.2 The Group does not provide pension, retirement or similar benefits to the Directors.

11 Long Term Incentive Plan A.1.17.3 11.1 The Company adopted the Long Term Incentive Plan, which allows the Board to make offers to eligible directors and employees to acquire securities in the Company. Under the terms of the Long Term Incentive Plan, the Board may grant performance rights or options (together, "LTIP Securities").

Performance rights

11.2 Performance rights:

(a) require no payment for the grant to be made; and

(b) subject to certain rules relating to cessation of employment, takeovers or insolvency events, will vest only where certain performance conditions have been satisfied (or waived).

11.3 Upon vesting of a performance right, Ordinary Shares will be allocated to the participant without any further action on the part of the participant.

11.4 On vesting of a performance right, the Board must allocate the relevant number of Ordinary Shares due to the participate by either issuing new shares, procuring the transfer of shares or procuring the setting aside of shares for the participant.

11.5 A performance right will lapse on the earlier of, amongst other things, the occurrence of the instances set out in paragraphs 11.10 to 11.14 below, or if the participant has failed to meet a performance condition within the prescribed period.

Options

11.6 Options:

(a) require no payment for the grant to be made:

(b) will only vest and become exercisable where certain performance conditions have been satisfied.

11.7 The exercise of any option granted under the Long Term Incentive Plan will be effected in the form and manner determined by the Board and must be accompanied by payment of the relevant exercise price (if any) advised to the participant by the Board.

11.8 Following the exercise of an option, the Board must allocate the relevant number of Ordinary Shares due to the participate by either issuing new shares, procuring the transfer of shares or procuring the setting aside of shares for the participant.

11.9 An option will lapse on the earlier of, amongst other things, the occurrence of the instances set out in paragraphs 11.10 to 11.14 below, if the participant has failed to meet a performance condition within the prescribed period or seven years from the grant of the option (or on any other date nominated as the expiry date in the invitation letter).

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Prohibited dealings

11.10 The Long Term Incentive Plan prohibits any dealing (which includes, amongst other things, selling, transferring, assigning, encumbering the relevant performance right or option, or attempting to do any of these actions) in respect of an LTIP Security unless the Board determines otherwise, or it is required by law.

11.11 If a participant deals in an LTIP Security in contravention of this rule, it will immediately lapse.

11.12 The Board may also impose restriction on dealing in respect of any Ordinary Shares that are allocated on the vesting of a performance right or the exercise of an option.

Cessation of employment

11.13 Where a participant ceases to be a director or employee of the Group, that participants LTIP Securities will continue to be held by the participant and continue to be subject to the terms of the Long Term Incentive Plan. However, the Board may determine that some or all of the participants LTIP Securities will vest or become exercisable, or lapse.

Takeovers and insolvency events

11.14 In the event of a takeover bid, or on certain insolvency events, the Board may determine that all (or a specified number of) a participants unvested LTIP Securities will vest. Any such vested options will be exercisable for a period of time as specified by the Board, after which they will lapse.

Power to make amendments

11.15 The Board has the right to, amongst other things:

(a) make any adjustments to the terms of a performance right or option (in order to minimise or eliminate and material advantage or disadvantage to a participant resulting from a corporate action or capital reconstruction);

(b) by resolution, and subject to the terms summarised in paragraph 11.16 below, amend the provisions of the Long Term Incentive Plan or suspend or terminate the operation of the Long Term Incentive Plan; and

(c) be reimbursed by the participant any amount to account for income tax (or any other tax of a similar nature) due from the Company in connection with the grant of any LTIP Securities.

11.16 Other than to comply with a relevant law, correct a manifest error or to take into account possible adverse tax implications, without the consent of the participant, the Board may not exercise its rights sets out in paragraph 11.15(b) above in a manner which reduces the rights of the participant in respect of an LTIP Security already granted.

11.17 The Ordinary Shares to be issued on Admission to certain Directors pursuant to the Westridge Equity Terms of Agreement and the non-executive Directors' appointment letters, as set out in paragraph 2 above, have been granted on the terms and conditions of the Long Term Incentive Plan.

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12 Subsidiaries, investments and principal establishments A.1.7.1 A.1.7.2 12.1 The Company acts as the holding company of the Group. A.1.25

12.2 The Company has the following significant subsidiary undertakings:

Proportion of Place of incorporation ownership interest Name of subsidiary Principal activity and registered office and issued share capital (per cent.)

Malagasy Holdings Australia, 211 100 Parent company of (Tratramarina) Pty Ltd McIlwraith Street, UEM Carlton North, Victoria 3054

Malagasy Holdings Australia, 211 100 Holder of 75 per cent. of (Bekisopa) Pty Ltd McIlwraith Street, IOCM Carlton North, Victoria 3054

Universal Exploration Madagascar, Lot II J 100 Holder of the Group's Madagascar sarl 120 C, Ambodivoanjo, interests in the Analamanga, Tratramarina Permits Antananarivo 101

Iron Ore Corporation of Madagascar, Lot II J 75 Holder of the Bekisopa Madagascar sarl 120 C, Ambodivoanjo, Permits Analamanga, Antananarivo 101

12.3 Malagasy Holdings (Tratramarina) Pty Ltd was incorporated on 22 February 2010. It is registered in Australia with ACN 142 193 146. The registered office is 211 McIlwraith Street, Carlton North, Victoria 3054, Australia. Malagasy Holdings (Tratramarina) Pty Ltd operates subject to the provisions of the Corporations Act.

12.4 Malagasy Holdings (Bekisopa) Pty Ltd was incorporated on 9 February 2011. It is registered in Australia with ACN 149 224 742. The registered office is 211 McIlwraith Street, Carlton North, Victoria 3054, Australia. Malagasy Holdings (Bekisopa) Pty Ltd operates subject to the provisions of the Corporations Act.

12.5 UEM was incorporated on 11 May 2005. It is registered in Madagascar with registered number 2005B00334. The registered office is at Lot II J 120 C, Ambodivoanjo, Analamanga, Antananarivo 101. UEM operates subject to the provisions of the Companies Code.

12.6 IOCM was incorporated on 12 July 2004. It is registered in Madagascar with registered number 2004B00486. The registered office is at Lot II J 120 C, Ambodivoanjo, Analamanga, Antananarivo 101. IOCM operates subject to the provisions of the Companies Code.

13 Material contracts A.1.22

The following contracts are or may be material and have been entered into by members of the Group within two years immediately preceding the date of this document, or at any time before the date of this document where those contracts contain provisions under which the Group has an obligation or entitlement which is or may be material to the Group as at the date of this document.

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13.1 Ambodilafa Permits

MRM is owned by Jubilee. The Company has a contractual interest in the Ambodilafa Permits via the Ambodilafa Farm-in Agreement, further details of which are set out in paragraph [13.2] of Part 15 of this document.

Mining permit no. 6595 registered in the name of MRM in respect of the Vatovavy Fitovavy region and the Nosy Varika district for 98 mining squares of 625m x 625m (the “6595 Permit”).

The grant of the 6595 Permit was made in respect of the following minerals: nickel, copper, gold, platinum and iron.

The 6595 Permit was valid for 10 years from the date of issue and it expired on 19 May 2013. However, MRM duly lodged an application for renewal of the 6595 Permit on 8 March 2013. The Company has received Malagasy legal advice which confirms this application was validly made and states that the 6595 Permit will remain valid and in force until the issuance of the renewal order to renew the permit for a further three years. The renewal is on-going at the BCMM subject to the comments below.

Mining permit no.13011 registered in the name of MRM in respect of the Vatovavy Fitovavy Atsinanana region and the Nosy Varika district for 33 mining squares of 625m x 625m (the “13011 Permit”).

The grant of the 13011 Permit was made in respect of the following minerals: nickel, gold, platinum, iron and copper.

The 13011 Permit was valid for 10 years from the date of issue and it expired on 14 October 2014. However, MRM duly lodged an application for renewal of the 13011 Permit on 7 August 2014. The Company has received Malagasy legal advice which confirms this application was validly made and states that the 13011 Permit will remain valid and in force until the issuance of the renewal order to renew the permit for a further three years. The renewal is on-going at the BCMM subject to the comments below.

Mining permit no. 21910 is registered in the name of MRM in respect of the Vatovavy Fitovavy Atsinanana region and the Nosy Varika district for three mining squares of 625m x 625m (the “21910 Permit”).

The grant of the 21910 Permit was made in respect of the following minerals: nickel, cobalt, platinum, copper and gold. MRM submitted to the BCMM an application for extension of its substances to iron on 12 July 2012. The extension is on-going at the BCMM subject to the comments set out below.

The 21910 Permit was valid for 10 years from the date of issue and it expired on 22 September 2015. However, MRM duly lodged an application for renewal of the 21910 Permit on 22 September 2015. The Company has received Malagasy legal advice which confirms this application was validly made and states that the 21910 Permit will remain valid and in force until the issuance of the renewal order to renew the permit for a further three years. The renewal is on-going at the BCMM subject to the comments below.

All above mentioned mining permits comprise the Ambodilafa Permits and they are all PRs, exploration permits which may be held by companies and for which there is no local participation requirement.

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Due to the political crisis that affected Madagascar between 2009-2013, the BCMM has only been operating a limited service largely limited to collection of annual fees. Since October 2016 the BCMM began accepting and processing applications for renewals. Notwithstanding this, the Company has received Malagasy legal advice stating these renewal processes are an administrative formality which, providing relevant application protocol has been followed, will in almost all cases always be approved. John W Ffooks & Co has reviewed the renewal applications submitted to the BCMM for each of the Ambodilafa Permits and have confirmed that in each case the application was made in a form which is acceptable to the BCMM. John W Ffooks & Co has seen no evidence which would suggest that the Ministry of Mines would withhold its approval in respect of the renewal of the Ambodilafa Permits. John W Ffooks & Co has further received verbal confirmation from the Director of the BCMM that the renewal applications in relation to the Ambodilafa Permits have been received, opened and are being processed by the BCMM. Given the considerable general backlog of applications no firm date for issue of any renewed permits is being given by the BCMM. However, the Company believes the renewed Ambodilafa Permits will be issued in the coming months.

John W Ffooks & Co is of the opinion that all the required documentation to renew the Ambodilafa Permits has been lodged and accepted by the BCMM and MRM is able to exploit the Ambodilafa Permits freely (subject to the provisions of the Mining Code and the environmental permitting process as detailed below). This may be done before the issuance of the renewed physical mining permits and may be viewed as similar to beneficial (as opposed to legal) title to the Ambodilafa Mining Permits. MRM is liable for the payment of fees, environmental liabilities during exploration and mining activity on the permit areas, for communication with the BCMM and the upkeep of the Ambodilafa Mining Permits in general.

Environmental permit no. 27/06-MINENVEF/ONE/DG/PE dated 20 September 2006 (the “Ambodilafa Environmental Permit”) issued by National Environmental Office in favour of MRM for the exploration of nickel and copper in Vatovavy Fitovinany region.

The Ambodilafa Environmental Permit covers the Ambodilafa Mining Permits. It will be extended to cover iron as soon as the permit renewals are received from the BCMM. MRM is required to obtain an environmental authorisation before starting any intrusive exploration activities but these applications are complete save only for the confirmation of permit renewals which are ongoing as discussed above. Currently MRM is able to conduct a range of non-intrusive activity including (non-exhaustively) soil geochemistry, aeromagnetic surveys, etc.

13.2 Ambodilafa Farm-in Agreement

Jubilee is the ultimate holding company of MRM which is the holder and beneficiary of the Abodilafa Permits. The Company entered into the Ambodilafa Farm-in Agreement with Jubilee on 21 August 2012 to enable the Company to explore for commodities (all commodities other than platinum group elements) in the area of the Ambodilafa Permits.

The Ambodilafa Farm-in Agreement provides for three exploration stages: Company Stage 1 Exploration Programme, Company Stage 2 Exploration Programme and Company Stage 3 Exploration Programme. The Company has completed the Company Stage 1 Exploration Programme, Company Stage 2 Exploration Programme Company and Stage 3 Exploration Programme and has acquired 90 per cent. of the commodities in the Ambodilafa Permits.

Now that the Company has acquired 90 per cent. equity interest in the commodities in the Ambodilafa Permits, if Jubilee does not elect to contribute to exploration for the commodities and the Company wishes to continue to undertake exploration for the commodities, Jubilee

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will ensure that MRM sells its 10 per cent. equity interest in the commodities in the Ambodilafa Permits to the Company for:

(a) US$1,500,000 in cash; or

(b) the equivalent of US$1,500,000 in fully paid Ordinary Shares of the Company; or

If the Company acquires the remaining 10 per cent. in the future, the acquisition will be by way of:

(a) partitioning the Ambodilafa Permits in such a manner so that the area containing the commodities that the Company wishes to advance to feasibility, development, mining or treatment stage can be secured through the issue by the appropriate authority on a separate and discrete research permit;

(b) the transfer of one or more of existing Ambodilafa Permits;

If during the course of the agreement the Company makes an ore discovery relating to platinum group elements on the Ambodilafa Permits (the "Other Commodities"), Jubilee will be entitled to acquire up to 90 per cent. equity in such commodities through undertaking expenditure on the exploration programmes.

The agreement provides for three exploration stages for the Other Commodities: Jubilee Stage 1 Exploration Programme, Jubilee Stage 2 Exploration Programme and Jubilee Stage 3 Exploration Programme. The Company has confirmed that Jubilee has not completed the Jubilee Stage 1 Exploration Programme, Jubilee Stage 2 Exploration Programme Company or Jubilee 3 Exploration Programme and has therefore not acquired 90 per cent. of the Other Commodities in the Ambodilafa Permits.

If the Company does not elect to contribute to exploration for the Other Commodities and Jubilee has incurred expenditure totalling US$3,000,000 on exploration for the Other Commodities in the Ambodilafa Permits and therefore has earned a 90 per cent. equity interest in the Other Commodities in the Ambodilafa Permits and Jubilee wishes to continue to undertake exploration for the Other Commodities, Jubilee will have the right to acquire 100 per cent. of the legal and beneficial interest in the Other Commodities upon paying the Company:

(a) US$1,500,000 in cash; or

(b) the equivalent of US$1,500,000 in fully paid ordinary shares of Jubilee; or

The Company has confirmed that the parties have not, by mutual agreement, entered into a joint venture agreement.

The agreement is governed by the laws of England.

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13.3 Tratramarina Permits

Mining permit no. 16635 is registered in the name of UEM in respect of the Vatovavy Fitovavy Atsinanana region and the Nosy Varika-Mahanoro district for 144 mining squares of 625m x 625m. (the “16635 Permit”).

The grant of the 16635 Permit was made in respect of the following minerals: nickel, cobalt, platinum, copper and gold. The Company was authorized by the BCMM to extend the permitted substances on the permit to include iron on 2 September 2009.

The 16635 Permit was valid for 10 years from the date of issue and it expired on 22 September 2015. However, UEM duly lodged an application for renewal of the 16635 Permit on 4 September 2015. The Company has received Malagasy legal advice which confirms this application was validly made and states that the 16635 Permit will remain valid and in force until the issuance of the renewal order to renew the permit for a further three years. The renewal is on-going at the BCMM subject to the comments below.

Mining permit no.16637 registered in the name of UEM in respect of the Atsinanana region and the Mahanoro district for 48 mining squares of 625m x 625m. (the “16637 Permit”).

The grant of the 16637 Permit was made in respect of the following minerals: nickel, cobalt, gold, platinum, iron and copper.

The 16637 Permit was valid for 10 years from the date of issue and it expired on 22 September 2015. However, UEM duly lodged an application for renewal of the 16637 Permit on 4 September 2015. The Company has received Malagasy legal advice which confirms this application was validly made and states that the 16637 Permit will remain valid and in force until the issuance of the renewal order to renew the permit for a further three years. The renewal is on-going at the BCMM subject to the comments below.

Mining permit no. 17245 is registered in the name of UEM in respect of the Atsinanana region and the Mahanoro district for 160 mining squares of 625m x 625m. (the “17245 Permit”).

The grant of the 17245 Permit was made in respect of the following minerals: nickel, cobalt, gold, platinum, iron and copper.

The 17245 Permit was valid for 10 years from the date of issue and it expired on 9 November 2015. However, UEM duly lodged an application for renewal of the 17245 Permit on 4 September 2015. The Company has received Malagasy legal advice which confirms this application was validly made and states that the 17245 Permit will remain valid and in force until the issuance of the renewal order to renew the permit for a further three years. The renewal is on-going at the BCMM subject to the comments below.

The above mentioned mining permits are all PRs, exploration permits which may be held by companies and for which there is no local participation requirement.

UEM entered into a Deed of Assignment of Equitable Interest dated 21 June 2011 with Jean Gualbert Randriamanantsoa and Andr oseph Rakotoarisoa (the “Vendors”) in respect of the sale of mining permit numbers 18379 and 18891 (the "Tratramarina West Permits") to UEM. The Tratramarina West Permits are in the form of PRE which may only be held by Malagasy nationals but which may be transformed into PRs on request to the BCMM.

The agreement shall remain valid until the registration of the Tratramarina West Permits in the name of UEM and involved a payment of an amount of MGA380,000,000 (approx.

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US$190,000) to the Vendors. This amount was fully paid on 22 June 2011. The Vendors as the registered holders of the Tratramarina West Permits agreed to sell these permits to UEM and they further agreed to transfer complete beneficial interest in the Tratramarina West Permits to UEM, such transfer to subsist notwithstanding that the Tratramarina West Permits have not yet been issued in the name of UEM by the BCMM.

The agreement contains two historic option payments which allowed UEM to continue to the explore the Tratramarina West Permits during certain time periods. The first option payment of US$250,000 allowed UEM exploration rights beyond 1 February 2012 and the second option payment of US$350,000 allowed UEM exploration rights beyond 1 February 2013.

During these option periods (i.e. up to 1 February 2013), UEM had the right to:

(a) conduct exploration and evaluation work on;

(b) control all access to and all operations on; and

the land affected by the Tratramarina West Permits.

In the event that UEM commences mining development on the Tratramarina West Permits, UEM shall pay the Vendors a royalty fee of 0.35 per cent. per annum of the net sales revenue (being the sale receipts less cartage, insurance, freight and other sales related costs, including royalties payable to the government of Madagascar on sale proceeds). The agreement also provides however that if, following completion of a feasibility study in relation to the Tratramarina Permits, mining development does not commence for a number of years, UEM shall enter into discussions with the Vendors in relation to the possibility of paying a reasonable amount in respect of the royalty that would have been paid to the Vendors under the agreement, had mining development commenced within the time frame agreed. A feasibility study has not yet been carried out and no such negotiations have, therefore, commenced.

UEM shall apply, at its cost, for any required environmental permits, or other consents or authorisations that may be necessary for the exploration or exploitation of any mineral or substance on the Tratramarina West Permits and the Vendors are obliged assist UEM with all paperwork and administration process.

UEM may assign its interest in the Tratramarina West Permits to any company of its choice. However, neither of the Vendors may assign their interest in the Tratramarina West Permits.

The agreement is governed by Malagasy Law and any dispute arising out of or in connection with the implementation or the interpretation of the clauses under the agreement shall be settled by the courts of Madagascar.

John W Ffooks & Co has reviewed the agreement and is of the opinion that it is valid, legal, binding and enforceable on the parties.

Mining permit no. 18379 is registered in the name of Joseph André Rakotoarisoa in respect of the province of Toamasina for 16 mining squares of 625m x 625m (the “18379 Permit”).

The grant of the 18379 Permit was made in respect of the following minerals: gold, quartz, crystal, sapphire, garnet and rubies. The BCMM extended its substances to the magnetite, amethyst and hematite in 19 February 2007.

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The 18379 Permit was valid for eight years from the date of issue and it expired in 11 January 2014. It is currently in the process of being transformed into an exploration permit (PR).

Mining permit no. 18891 is registered in the name of Joseph André Rakotoarisoa in respect of the province of Toamasina for 48 mining squares of 625m x 625m.

The grant of the 18891 Permit was made in respect of the following minerals: gold, quartz, crystal, sapphire, garnet and rubies. The BCMM extended its substances to the magnetite, amethyst and hematite in 19 February 2007.

The 18891 Permit was valid for eight years from the date of issue and it expired in 17 November 2013. It is currently in the process of being transformed into an exploration permit (PR).

The 16635 Permit, 16637 Permit, 17245 Permit and Tratramarina West Permits comprise the Tratramarina Permits.

Due to the political crisis that affected Madagascar between 2009-2013, the BCMM has only been operating a limited service largely limited to collection of annual fees. Since October 2016 the BCMM began accepting and processing applications for renewals. Notwithstanding this, the Company has received Malagasy legal advice stating these renewal processes are an administrative formality which, providing relevant application protocol has been followed, will in almost all cases always be approved. John W Ffooks & Co has reviewed the renewal applications submitted to the BCMM for each of the Tratramarina Permits and have confirmed that in each case the application was made in a form which is acceptable to the BCMM. John W Ffooks & Co has seen no evidence which would suggest that the Ministry of Mines would withhold its approval in respect of the renewal of the Tratramarina Permits. John W Ffooks & Co has further received verbal confirmation from the Director of the BCMM that the renewal applications in relation to the Tratramarina Permits have been received, opened and are being processed by the BCMM. Given the considerable general backlog of applications no firm date for issue of any renewed permits is being given by the BCMM. However, the Company believes the renewed Tratramarina Permits will be issued in the coming months.

John W Ffooks & Co is of the opinion that all the required documentation to renew the Tratramarina Permits has been lodged and accepted by the BCMM and UEM is able to exploit the 16635 Permit, 16637 Permit and 17245 Permit freely (subject to the provisions of the Mining Code and the environmental permitting process as detailed below). This may be done before the issuance of the renewed physical mining permits and may be viewed as similar to beneficial (as opposed to legal) title to the 16635 Permit, 16637 Permit and 17245 Permit. UEM is liable for the payment of fees, environmental liabilities during exploration and mining activity on the permit areas, for communication with the BCMM and the upkeep of the 16635 Permit, 16637 Permit and 17245 Permit in general.

John W Ffooks & Co is of the opinion that the Tratramarina West Permits are correctly registered at the BCMM in the name of Joseph André Rakotoarisoa and are currently in full force and effect. UEM is able to explore them freely with reference only to Joseph André Rakotoarisoa (and then subject to the terms of the Deed of Assignment of Equitable Interest described above, the effect of which is to give UEM full and unfettered access to the area the subject of the Tratramarina West Permits and to carry out exploration. Further the transformation application of the Tratramarina West Permits to exploration permits (PR) was correctly submitted at the BCMM on 27 March 2012 and the applicable BCMM protocol in respect of this procedure was correctly followed as evidenced by the acknowledgement of receipts. The transformation process is on going at the BCMM.

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Other than in respect of the 16635 Permit, UEM has obtained correctly its environmental authorisations and completed the required PEE in compliance with the laws and regulations in force in Madagascar. In respect of the 16635 Permit, UEM is required to obtain an environmental authorisation before starting any intrusive exploration activities but this application is complete save only for the confirmation of permit renewal which is ongoing as discussed above. Currently UEM is able to conduct a range of non-intrusive activity including (non-exhaustively) soil geochemistry, aeromagnetic surveys, etc.

13.4 Bekisopa Permits

Mining permit no. 10430 is registered in the name of IOCM in respect of the Fianarantsoa province for 64 mining squares of 625m x 625m (the “10430 Permit”).

The grant of the 10430 Permit was made in respect of iron.

The 10430 Permit was valid for 10 years from the date of issue and it expired on 3 March 2014. However, IOCM duly lodged an application for renewal of the 10430 Permit on 28 November 2013. The Company has received Malagasy legal advice which confirms this application was validly made and states that the 10430 Permit will remain valid and in force until the issuance of the renewal order to renew the permit for a further five years. The renewal is on-going at the BCMM subject to the comments below.

Mining permit no.26532 is registered in the name of IOCM in respect of Horombe-Haute Matsiatra-Atsimo Andrefana regions and the Ikalamavony- Ihosy -Beroroha districts for 768 mining squares which are divided as follows: in respect of the Fianarantsoa province for 619 mining squares of 625m x 625m and in respect of Toliara province for 149 mining squares of 625m x 625m (the “26532 Permit”).

The grant of the 26532 Permit was made in respect of iron.

The 26532 Permit was valid for five years from the date of issue and it expired on 15 October 2012. However, IOCM duly lodged an application for renewal of the 26532 Permit on 8 August 2012 and it has been renewed for a period of seven years and is valid and in force until 3 February 2019.

Mining permit no. 27211 is registered in the name of IOCM in respect of Fianarantsoa for 128 mining squares of 625m x 625m (the “27211 Permit”).

The grant of the 27211 Permit was made in respect of iron.

The 27211 Permit was valid for three years from the date of its renewal by Order no. 1879/2014 in 24 January 2014 and expired on 23 January 2017. However, IOCM duly lodged an application for renewal of the 27211 Permit on 20 January 2017. The Company has received Malagasy legal advice which confirms this application was validly made and that the 27211 Permit will remain valid and in force until the issuance of the renewal order to renew the permit for a further three years. The renewal is on-going at the BCMM subject to the comments below.

Mining permit no. 35827 is registered in the name of IOCM in respect of Ihorombe region and Ihosy district for 32 mining squares of 625m x 625m (the “35827 Permit”).

The grant of the 35827 Permit was made in respect of iron.

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The 35827 Permit was valid for three years from the date of its renewal by the Order no.1880/2014 dated 24 January 2014 and expired on 23 January 2017. However, IOCM duly lodged an application for renewal of the 35827 Permit on 20 January 2017. The Company has received Malagasy legal advice which confirms this application was validly made and that the 35827 Permit will remain valid and in force until the issuance of the renewal order to renew the permit for a further three years. The renewal is on-going at the BCMM subject to the comments below.

Mining permit no. 35828 is registered in the name of IOCM in respect of Fianarantsoa for 80 mining squares of 625m x 625m (the “35828 Permit”).

The grant of the 35828 Permit was made in respect of iron.

The 35828 Permit was valid for five years from the date of issue and expired on 23 January 2017. However, IOCM duly lodged an application for renewal of the 35828 Permit on 20 January 2017. The Company has received Malagasy legal advice which confirms this application was validly made and that the 35828 Permit will remain valid and in force until the issuance of the renewal order to renew the permit for a further three years. The renewal is on-going at the BCMM subject to the comments below.

The above mentioned mining permits are all PRs, exploration permits which may be held by companies and for which there is no local participation requirement.

Mining permit no. 3757 is registered in the name of Razafindravola Marie Hélène in respect of the province of Haute Matsiatra, Ikalamavony district for 16 mining squares of 625m x 625m (the “3757 Permit”).

The 3757 Permit is in the form of a PRE which may only be held by Malagasy nationals but which may be transformed into a PR on request to the BCMM.

The grant of the 3757 Permit was made in respect of the following minerals: tourmaline, beryl, garnet, amethyst, crystal, apatite, and citrine. Further to the declaration sent by IOCM to the BBCM its substances were extended to magnetite, amethyst and hematite on 19 January 2016.

The 3757 Permit was valid for eight years from the date of issue and expired in 25 March 2009. The first renewal was issued on 6 September 2009 for four years, after expiry of which it was renewed for further four years on 26 November 2015, to 25 November 2019.

Pursuant to a Share Sale Agreement dated 14 August 2014 entered into between Santatriniaina Randriamananjara (on behalf of IOCM) and Razafimahatratra Michel (the "Vendor" as representative of Razafindravola Marie Hélène, the registered holder of the Permit 3757), the Vendor agreed to sell the 3757 Permit to IOCM and to transfer complete beneficial interest in the 3757 Permit to IOCM, such transfer to subsist pending the 3757 Permit being issued in the name of Santatriniaina Randriamananjara and then subsequently in the name of IOCM by the BCMM. The agreement provided for a payment of an amount of MGA 38,000,000 (approx. USD 11,840) to the Vendor, which was fully paid on 14 August 2014. IOCM is required to apply, at its cost, for any required environmental permits, or other consents or authorisations that may be necessary for the exploration or exploitation of any mineral or substance on the 3757 Permit and the Vendor has to assist IOCM with all necessary paperwork and administration. IOCM may assign its interest to any company of its choice. The agreement is governed by Malagasy Law and disputes shall be settled by the

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courts of Madagascar. John W Ffooks & Co has reviewed the agreement and is of the opinion that it is valid, legal, binding and enforceable on the parties.

Due to the political crisis that affected Madagascar between 2009-2013, the BCMM has only been operating a limited service largely limited to collection of annual fees. Since October 2016 the BCMM began accepting and processing applications for renewals. Notwithstanding this, the Company has received Malagasy legal advice stating these renewal processes are an administrative formality which, providing relevant application protocol has been followed, will in almost all cases always be approved. John W Ffooks & Co has reviewed the renewal applications submitted to the BCMM for each of the Bekisopa Permits and have confirmed that in each case the application was made in a form which is acceptable to the BCMM. John W Ffooks & Co has seen no evidence which would suggest that the Ministry of Mines would withhold its approval in respect of the renewal of the Bekisopa Permits. John W Ffooks & Co has further received verbal confirmation from the Director of the BCMM that the renewal applications in relation to the Bekisopa Permits have been received, opened and are being processed by the BCMM. Given the considerable general backlog of applications no firm date for issue of any renewed permits is being given by the BCMM. However, the Company believes the renewed Bekisopa Permits will be issued in the coming months.

John W Ffooks & Co is of the opinion that all the required documentation to renew the Bekisopa Permits has been lodged and accepted by the BCMM and IOCM is able to exploit the Bekisopa Permits (subject to the provisions of the Mining Code and the environmental permitting process as detailed below). This may be done before the issuance of the renewed/transformed physical mining permits and may be viewed as similar to beneficial (as opposed to legal) title to the Bekisopa Permits. IOCM is liable for the payment of fees, environmental liabilities during exploration and mining activity on the permit areas, for communication with the BCMM and the upkeep of the Bekisopa Permits in general.

IOCM is required to obtain an environmental authorisation before starting any intrusive exploration activities but this application is complete save only for the confirmation of permit renewal which is ongoing as discussed above. Currently IOCM is able to conduct a range of non-intrusive activity including (non-exhaustively) soil geochemistry, aeromagnetic surveys, etc.

13.5 Cline Share Sale Agreement

MHBL and Cline entered into a share sale agreement, dated 13 June 2014, pursuant to which MHBL acquired 75 per cent. of the issued share capital (the "Sale Shares") of, and 75 per cent. of the shareholder loans in, IOCM, the holder of the Bekisopa Permits, from Cline.

The consideration payable by MHBL to Cline for the acquisition of the Sale Shares consists of two elements: (i) US$25,000 due on the date of the agreement (the "First Instalment"); and (ii) US$175,000 due on or before the third anniversary of the date of the Agreement (the "Second Instalment").

If either:

(a) MHBL fails to pay the Second Instalment, and fails to remedy this within 60 days of the default; or

(b) during the period from the date of the agreement until the date on which the Second Instalment is actually paid, the appointment of MHBL as Manager (as defined in the agreement) is terminated pursuant to certain provisions of the IOCM Shareholders'

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Agreement (see below) (which will occur if MHBL (i) suffers an insolvency event, or (ii) commits a material breach or default in the performance of a material obligation under the IOCM Shareholders' Agreement, and fails to remedy such a default within 60 days of receipt of notice),

Cline will be entitled to procure that, amongst other things, the Sale Shares be transferred back to Cline.

In the event of any change of control of MHBL, the party purchasing MHBL will be bound by the obligations of the Cline Share Sale Agreement to the extent they have not been performed by MHBL at the date of the change of control.

The agreement is governed by the laws of Victoria.

13.6 Cline Mining Deed of Variation

On 22 October 2016, MHBL, Cline, Malagasy Holdings (Bekisopa) Pty Ltd and the Company, entered into the Cline Mining Deed of Variation in relation to the Cline Share Sale Agreement. This made three key variations:

(a) to replace the MHBL with Malagasy Holdings (Bekisopa) Pty Ltd as the buyer (and Malagasy Holdings (Bekisopa) Pty Ltd assumed all of MHBL's rights and obligations);

(b) to extend the due date of the Second Instalment from the third to the fourth anniversary of the date of the agreement (i.e. from 13 June 2017 to 13 June 2018); and

(c) to grant Malagasy Holdings (Bekisopa) Pty Ltd the right to extend the due date of the Second Instalment again, from 13 June 2018 to 13 December 2018 (the "Extended Payment Date").

Further, the deed of variation provided that, in addition to the payment of the First Instalment and the Second Instalment, the Company (as the parent entity of Malagasy Holdings (Bekisopa) Pty Ltd), will issue in favour of Cline:

(a) the equivalent of US$50,000 in fully paid Ordinary Shares at the Placing Price, on the listing of the Company on the London Stock Exchange, as consideration for the extension of the due date of the Second Instalment to 13 June 2018; and

(b) the equivalent of US$25,000 in fully paid Ordinary Shares at a volume-weighted average price from the 30-day period immediately prior to 13 June 2018, on the exercise by Malagasy Holdings (Bekisopa) Pty Ltd of the right to extend the due date of the Second Instalment to the Extended Payment Date.

As at the date of this document, Malagasy Holdings (Bekisopa) Pty Ltd has not yet paid the Second Instalment, and therefore there remains an outstanding obligation to (i) pay to Cline A.1.21.1.1 AU$175,000, and (ii) for the Company to issue Cline with the equivalent of US$50,000 in fully A.1.21.1.5 paid Ordinary Shares at the Placing Price on Admission.

13.7 IOCM Shareholders' Agreement

Malagasy Holdings (Bekisopa) Pty Ltd is the holder of 75 per cent. of the shares of IOCM. The remaining 25 per cent. is held by Cline.

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As part of the obligations under the Cline Share Sale Agreement, MHBL, Cline and IOCM entered into a shareholders' agreement dated 13 June 2014, to regulate their respective rights and obligations as shareholders of IOCM, and to regulate the management and operations of IOCM going forwards.

The agreement appoints MHBL as the Manager (as defined in the agreement) of the activities of IOCM in relation to the Bekisopa Permits and gives MHBL the exclusive rights, during the period from the date of the agreement until the date on which the Second Instalment is actually paid (the "MHBL Sole Funding Period"), to the Bekisopa Permits (including the sole responsibility for determining the nature and content of the works programs and budgets). These rights are subject to the obligation on MHBL, during the same period, to fund all expenditure on the Bekisopa Permits by way of shareholder loans to IOCM. At the end of the MHBL Sole Funding Period and until the approval of a Development Proposal (as defined below), all expenditure will be funded by way of shareholder loans from each of MHBL and Cline in proportion to their individual shareholdings. Thereafter, all expenditure will be funded by MHBL and Cline (as shareholders of IOCM) in a manner agreed between them.

The remuneration of the Manager shall be as follows:

(a) No management fee shall be payable to the Manager during the MHBL Sole Funding Period.

(b) Following the MHBL Sole Funding Period, each shareholder must pay the Manager a share of the relevant management fee, pro rata to its shareholding interest in IOCM.

The management fee must reflect market-based fees earned by managers for exploration joint ventures in the mining industry.

At any time, MHBL, as Manager, may submit a proposal to the other shareholders of IOCM (at the time of this document, being Cline) to undertake development and mining of one or more of the deposits in an area covered by the Bekisopa Permits (a "Development Proposal") which proposal must include a feasibility study. If the shareholders decide by a unanimous vote (being a vote passed by all shareholders present and entitled to vote) to accept the Development Proposal and make a decision to mine, the shareholders will forthwith be deemed to be parties to the Development Proposal. If this decision to mine is not unanimous, then each shareholder who voted in favour of the decision to mine must elect to either:

(a) purchase the ownership interests of the shareholder not in favour of the decision to mine;

(b) not proceed with the decision to mine; or

(c) negotiate in good faith with the dissenting shareholders some other arrangement on which the decision to mine may proceed (including a sale of the dissenting shareholder's ownership interest to a third party).

Each of MHBL and Cline (being the shareholders of IOCM) shall be entitled to the number votes equivalent to the number of shares held by it, at any meeting of such shareholders.

The agreement contains rights of pre-emption on the sale of the whole or part of an ownership interest by a shareholder.

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If a Breach Default Event (being either a material breach of the agreement by a shareholder, or an insolvency event occurring in relation to a shareholder) or a Called Sum Default Event (being the failure by a shareholder to pay relevant sums due) occurs in relation to a shareholder (in respect of a Called Sum Default Event, other than in relation to the exploration phase) and that default is not remedied within the set time period, the non- defaulting shareholder may elect to acquire the whole (but not part) of the defaulting shareholder's shares in IOCM. In this instance, the non-defaulting shareholder must pay the defaulting shareholder an amount of consideration being equal to the market value of the shares, less:

(a) 10 per cent.; and

(b) all amounts due from the non-defaulting shareholder under the agreement, including interest; and

Where a defaulting shareholder has not remedied a Called Sum Default Event in relation to the exploration phase within 60 days of the relevant due date for the payment, the non- defaulting shareholder will be entitled to dilute the ownership interest of the defaulting shareholder in accordance with a set formula.

If the ownership interest of a shareholder reduces to below five per cent. at any time, that shareholder will be deemed to have offered to sell to the other shareholder the whole of its ownership interest at a price and on terms and conditions to be negotiated in good faith.

The agreement will terminate when either:

(a) The non-defaulting shareholder(s) agree in writing to terminate the agreement; or

(b) The shareholders cease to hold any interest in the Bekisopa Permits.

The agreement is governed by the laws of Victoria.

On 22 October 2016, MHBL, Cline, IOCM, Malagasy Holdings (Bekisopa) Pty Ltd and the Company entered into a Deed of Variation in relation to the IOCM Shareholders' Agreement. This replaced MHBL with Malagasy Holdings (Bekisopa) Pty Ltd as the buyer and shareholder of IOCM (and Malagasy Holdings (Bekisopa) Pty Ltd assumed all such rights and obligations).

13.8 Company Shareholders' Agreement

The Company, the Pacific Road Entities and all other shareholders of the Company listed in Schedule 1 of the agreement entered into a shareholders' agreement dated 6 February 2013 in respect of the Company.

The Company must not take any of the actions specified in Part 1 of Schedule 3 of the agreement without the approval of Shareholders of the Company at a general meeting by a resolution that has been passed by at least 75 per cent. of the votes of all Shareholders. The matters provided in Part 1 of Schedule 3 of the Company Shareholders' Agreement include a "Listing" of the Company.

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"Listing" in the Company Shareholders' Agreement is defined as the admission of the entire share capital of the Company, or the share capital of any special purpose vehicle incorporated for that purpose, to the official list of the ASX or any recognised stock exchange approved by the shareholders of the Company. The Shareholders approved the Standard Listing at an annual general meeting held on [●] 2017.

Under the terms of the agreement, it will terminate automatically on Admission.

The agreement is governed by the laws of New South Wales and is subject to the non- exclusive jurisdiction of the courts of New South Wales.

13.9 Pacific Road Subscription Agreement

The Pacific Road Entities and the Company entered into a share subscription agreement dated 4 February 2013 for subscription for Ordinary Shares in three phases.

Subject to completion of certain conditions such as finalisation of the Company's management share incentive scheme, receipt of necessary approvals and execution of a shareholders' agreement, the Pacific Road Entities were entitled to subscribe for 15,000,000 shares in the capital of the Company ("Phase 1 Completion").

The Pacific Road Entities were also given the option between the period of Phase 1 Completion and 31 December 2015 to subscribe for one share for each Phase 1 Share (as defined in the agreement).

Subject to satisfaction of certain other conditions by 31 October 2013 the Pacific Road Entities were to subscribe for a further 15,000,000 shares in the capital of the Company.

Subject to satisfaction of certain other conditions by 31 December 2014 the Pacific Road Entities were entitled to invest up to a sum of AU$6,000,000 (or such greater amount agreed by the Company the Pacific Road Entities) by subscribing for new fully paid Ordinary Shares in the share capital of the Company. However, if the Company resolved to proceed to a "Listing" in accordance with the Company Shareholders' Agreement (please refer to paragraph 13.8 of this document) then the Pacific Road Entities had the right to participate in the "Listing" at the listing price.

The Company also gave a number of warranties in favour of the Pacific Road Entities relating to the business of the Company. Any claim for breach of a warranty was to be brought within two years after Phase 1 Completion. The period for bringing any warranty claims under this agreement has now expired.

The agreement is governed by the laws of New South Wales.

13.10 Westridge Equity Heads of Agreement

The Company and Westridge entered into a heads of agreement dated 26 October 2016 by which the parties have agreed to work together to create value for the shareholders of the Company by raising new funds.

The heads of agreement states that the Company is required to issue the following Ordinary Shares in the Company prior to Westridge's investment in the Company:

(a) 682,500 Ordinary Shares at AU$0.05 per Ordinary Share to extinguish the annual leave entitlements owed to Scott Caithness;

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(b) 600,000 Ordinary Shares at AU$0.05 per Ordinary Share for advisory services from 1 April 2015 to 31 October 2016 to John Nota; and

subject to shareholder approval:

(c) 600,000 Ordinary Shares at AU$0.05 per Ordinary Share for directors fees owed to each of Paul Bibby, Robert Burns and John Madden; and

(d) 1,000,000 Ordinary Shares at AU$0.025 per Ordinary Share to John Madden in respect of audits fees owed to Bentleys and paid by John Madden on behalf of the Company.

Following the issue of the shares detailed above, Westridge and other parties introduced by Westridge will subscribe for 30,000,000 Ordinary Shares in the Company for a subscription price of one cent per share, for the purpose of funding the working capital requirements of the Company between 1 November 2016 and 31 March 2017 (the "Base Funding").

The heads of agreement specifies that the Board will comprise:

(a) three representatives appointed by the Company and two representatives appointed by Westridge following the full subscription by Westridge of the Ordinary Shares in accordance with the Base Funding, with the chairman being a representative of the Company; and

(b) two representatives appointed by the Company and two representatives appointed by Westridge (being Stephen Fabian and Mark Burridge) following Admission, plus an A.1.14.2

independent director who will be selected by the Board and approved by those investors introduced by Westridge (being Douglas Wu). The new chairman will be nominated by the directors and approved by shareholders.

On Admission, certain members of the Board and management will be rewarded by way of the issue of incentive equity in the Company as follows:

A.1.21.1.1 (a) 25,238,000 Ordinary Shares to Westridge, of which they have agreed to assign A.1.21.1.5 6,309,500 Ordinary Shares to each of Stephen Fabian and Mark Burridge; and

(b) 12,825,333 Ordinary Shares to be split between John Madden and Paul Bibby. A.1.21.1.1 A.1.21.1.5

Westridge will be subject to a 12 month lock-in arrangement with the Company in respect of A.3.7.3 the 12,619,000 Ordinary Shares that will be issued to them.

The Company will also pay Westridge £55,000 on the successful raising of AU$2.5 million (net of costs), assuming Westridge solely raises the funds referred to in this paragraph.

Emoluments payable to non-executive directors of the Company will be AU$30,000 or £24,000 (depending on residency) per annum from Admission. Emoluments for executive management will be AU$60,000 per annum from the date Admission. All emoluments will be subject to annual review.

The heads of agreement is governed by the laws of Victoria.

Westridge raised more funds in the Base Funding than was originally anticipated, and a total of AU$460,000 has so far been received by the Company. At a meeting of the Board on 28 December 2016, and a further written resolution of the Board on 18 April 2017, it was

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confirmed that the subscribers, subscription amounts and number of Ordinary Shares to be issued were as set out below. These Ordinary Shares have been issued.

Subscriber Subscription amount Ordinary Shares to be (AU$) issued

Mark Burridge 10,000 1,000,000

Anthony Bonello 20,000 2,000,000

Chifley Portfolios Limited 40,000 4,000,000

Rock Capital Partners 20,000 2,000,000 Limited

Baker Steel Resources Trust 160,000 16,000,000

Coen Louwerts 10,000 1,000,000

Legacy Capital Limited 20,000 2,000,000

Sergei Stetsenko 50,000 5,000,000

Jessica Bibby 40,000 4,000,000

Douglas Wu 50,000 5,000,000

Palisade Capital Inc. 10,000 1,000,000

John McMullen 10,000 1,000,000

Jeffrey Stevens 5,000 500,000

Paul Bibby 5,000 500,000

John Kirk 10,000 1,000,000

460,000 46,000,000

13.11 Baker Steel Subscription Agreement

HSBC Global Custody Nominee (UK) Limited Account 706315 on behalf of Baker Steel Resources Trust (the "Subscriber") and the Company entered into a subscription agreement (the "Baker Steel Subscription Agreement") dated 31 December 2016 pursuant to which the Subscriber agreed to subscribe for 16,000,000 fully paid ordinary shares at a subscription price of AU$160,000 (the "Subscription Price") pursuant to its participation in the Base Funding described in the Westridge Equity Heads of Agreement described at paragraph 13.10 above.

The Baker Steel Subscription Agreement contains undertakings given by the Subscriber, including that it be restricted from selling or offering to sell the shares for 12 months unless it is to certain exempt persons, namely a person to whom offers can be made without disclosure under Part 6D.2 of the Corporations Act.

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The Company and the Subscriber both indemnify the other for any loss suffered as a result of a breach of any of the warranties.

The Company is not liable for any claim unless: (i) the amount exceeds AU$50,000; (ii) the Subscriber has given notice of a claim within six months from the date of completion; and (iii) the claim has not been agreed, compromised or settled and the Subscriber has issued or served legal proceedings within six months from the date of the notice referred to in (ii). Additionally, the maximum aggregate liability of the Company for any claim is limited to 50 per cent. of the Subscription Price. The Company is also not liable for any claim to the extent that information relating to it has been disclosed prior to completion or are disclosed within the Risks Disclosure.

The Baker Steel Subscription Agreement may be terminated by either the Company or the Subscriber in certain specified circumstances, including the insolvency of either party or upon the holder of an encumbrance taking possession of the whole or part of the undertaking and property of a party.

As mentioned above, the Company is in breach of the warranty provided in relation to the outstanding compliance issues with the Australian Securities & Investments Commission and the Australian Taxation Office. The Subscriber may make an indemnity claim for the loss suffered by the Subscriber as a result of a breach of this warranty. The compliance issue will be rectified prior to Admission.

13.12 Placing Agreement

Prior to the announcement of the Placing Price, the Company, the Directors and the Bookrunner entered into the Placing Agreement. Pursuant to the Placing Agreement:

(a) the Bookrunner agreed, subject to certain conditions, to use reasonable endeavours to procure purchasers for the Placing Shares pursuant to the Fundraising at the Placing Price;

(b) the Bookrunner will deduct from the proceeds of the Fundraising an aggregate commission of £[●];

(c) the obligations of the Bookrunner to procure purchasers for Placing Shares on the terms of the Placing Agreement are subject to certain conditions which are customary in agreements of this nature. These conditions will include the absence of any breach of representation or warranty under the Placing Agreement and Admission occurring on or before [●] 2017 (or such later time and/or date as the Bookrunner and the Company may agree in writing (being not later than [●] 2017). In addition, the Bookrunner has the right to terminate the Placing Agreement, exercisable in certain circumstances, prior to Admission;

(d) the Company has agreed to pay the costs, charges, fees and expenses of the Fundraising (together with any related value added tax);

(e) each of the Company, the Directors has given certain representations, warranties and undertakings, subject to certain limits, to the Bookrunner;

(f) the Company, has granted an indemnity to the Bookrunner on customary terms;

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(g) the parties to the Placing Agreement have given certain covenants to each other regarding compliance with laws and regulations affecting the making of the Fundraising in relevant jurisdictions;

(h) pursuant to the Placing Agreement, the Company has agreed that, subject to certain exceptions, during the period of 180 days from the date of Admission, it will not, without the prior written consent of the Bookrunner, issue, offer, sell or contract to sell, or otherwise dispose of, directly or indirectly, or announce an offer of any Ordinary Shares (or any interest therein or in respect thereof) or enter into any transaction with the same economic effect as any of the foregoing; and

(i) pursuant to the Placing Agreement, the Directors have agreed that they will not, and that they will procure that their connected persons will not, dispose of any Ordinary Shares held by them for a period of 180 days from the date of Admission, except in certain limited circumstances.

13.13 [Lock-in Agreement A.1.14.2 A.3.7.3 The Company, [Westridge] and the Bookrunner have entered into the Lock-in Agreement, pursuant to which [Westridge] agrees not to Dispose (as defined therein) of any Locked-In Shares, defined as the Ordinary Shares held by it on Admission, for a period of 180 days from the date of Admission, subject to certain exceptions including, amongst other things:

(a) in acceptance of any offer for the whole of the Company's issued share capital made under the Corporations Act;

(b) pursuant to any share buyback carried out by the Company;

(c) pursuant to any court sanctioned compromise or arrangement for any person to acquire 50 per cent. or more of the Company's issued share capital;

(d) to a person who is an Associate (as defined in the Lock-in Agreement) provided that the transferee enters into a deed of adherence to make it, him or her party to the Lock-in Agreement;

(e) with the prior written consent of the Bookrunner; or

(f) in the event of an intervening court order.

The Lock-in Agreement will terminate if Admission does not occur before the Long Stop Date.]

13.14 Depositary Interests

The Depositary Interests will be created pursuant to, and issued on the terms of the deed poll executed by, the Depositary on [●] 2017 in favour of the holders of the Depositary Interests from time to time (the “Deed Poll”). Prospective holders of Depositary Interests should note that they will have no rights in respect of the underlying Ordinary Shares, or the Depositary Interests representing them against CREST or its subsidiaries.

Ordinary Shares will be transferred or issued to an account for the Depositary held by the custodian. The Depositary shall pass on, and shall ensure that the custodian passes on, to the holder of all Depositary Interests all rights and entitlements which the Depositary or custodian receives in respect of the Ordinary Shares such as any such rights or entitlements

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to cash distributions, to information to make choices and elections, and to attend and vote at general meetings.

The Depositary Interests will have the same ISIN as the underlying Ordinary Shares and will not require a separate application for admission to trading on the Main Market.

Deed Poll

The Depositary will hold (itself or through its nominated custodian), as bare trustee, the Ordinary Shares issued by the Company and all and any rights and other securities, property and cash attributable to the Ordinary Shares and pertaining to the Depositary Interests for the benefit of the holders of the relevant Depositary Interests.

Holders of the Depositary Interests warrant, among other things, that the securities in the Company transferred or issued to the custodian on behalf of the Depositary and for the account of the holders of Depositary Interests are free and clear from all liens, charges, encumbrances or third party interests and that such transfers or issues are not in contravention of the Constitution nor any contractual obligation, law or regulation. The holder of Depositary Interests indemnifies the Depositary for any losses it incurs as a result of a breach of this warranty.

The Depositary and the custodian must pass on to Depositary Interests holders and exercise on behalf of Depositary Interest holders all rights and entitlements received or to which they are entitled in respect of the Ordinary Shares which are capable of being passed on or exercised. Rights and entitlements to cash distributions, to information to make choices and elections and to attend and vote at meetings shall, subject to the Deed Poll, be passed on to the holders of Depositary Interests upon being received by the custodian and in the form in which they are received by the custodian together with any amendments and additional documentation necessary to effect such passing-on.

The Depositary shall re-allocate any Ordinary Shares of distributions which are allocated to the custodian and which arise automatically out of any right or entitlement of Ordinary Shares already held by the custodian to holders of Depositary Interests pro rata to the Ordinary Shares held for their respective accounts provided that the Depositary shall not be required to account for any fractional entitlements arising from such re-allocation and shall donate the aggregate fractional entitlements to charity.

The Deed Poll contains provisions excluding and limiting the Depositary’s liability. For example, the Depositary shall not incur any liability to any holder of Depositary Interests or to any other person for any loss suffered or incurred arising out of or in connection with the transfer and prospective holders of the Depositary Interests and Ordinary Shares should refer to the terms of the Deed Poll and the Constitution to ensure compliance with the relevant provisions.

The Depositary may compulsorily withdraw the Depositary Interests (and the holders of Depositary Interests shall be deemed to have requested their cancellation) if certain events occur. These events include where the Depositary believes that ownership of the Depositary Interest may result in a pecuniary disadvantage to the Depositary or the custodian or where the Depositary Interests are held by a person in breach of the law. If these events occur the Depositary shall make such arrangements for the deposited property as it sees fit, including sale of the deposited property and delivery of the net proceeds to the holder of the Depositary Interests in question.

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Holders of Depositary Interests are responsible for the payment of any tax, including stamp duty reserve tax on the transfer of their Depositary Interests.

Depositary Services and Custody Services Agreement

The terms of the depositary services and custody services agreement dated [●] 2017 between the Company and the Depositary (the “Depositary Agreement”) relate to the Depositary’s appointment as Depositary and custodian in relation to the Ordinary Shares. The Company has appointed the Depositary for an initial term of 12 months and such appointment is thereafter terminable upon either party giving to the other not less than six months’ notice. It can also be terminated by either party in certain other circumstances, such as for breach of a material term.

The depositary services and custody services include the issue and cancellation of depositary interests and maintaining the Depositary Interests register.

In the event of termination, the parties agree to phase out the Depositary’s operations in an efficient manner without adverse effect on members and the Depositary shall deliver to the Company (or as it may direct) all documents and other records relating to the Depositary Interests which is in its possession and which is the property of the Company.

The Depositary Agreement is governed by English law.

14 Statutory auditors

The auditors of the Company for the financial years ended on 31 December 2016, 31 December 2015 and 31 December 2014 have been Bentleys Corporate WA Pty Ltd, whose registered address is at A.1.2.1 Level 3, London House, 216 St George's Terrace, Perth, WA 6000.

Bentleys Corporate WA Pty Ltd have audited the annual consolidated financial statements for the Company, which have been prepared in accordance with International Financial Reporting Standards as adopted by the European Union.

15 Working capital

The Company is of the opinion that, taking into account the net proceeds from the Fundraising, the A.3.3.1 working capital available to the Group is sufficient for the Group's present requirements, that is for at least the 12 months from the date of this document.

16 No significant change

A.1.20.9 Save for the following, there have been no significant changes in the financial or trading position of the Group since 31 December 2016, being the end of the last financial period of the Company for which historical information is included in Part 13 Section B ‘Historical Financial Information of the Group’ of this document:

 the Company issued 1,800,000 fully paid Ordinary Shares to Directors in lieu of services for the period 1 April 2015 to 30 November 2016;

 the Company received $65,000 pursuant to the Westridge3 Management Services Limited Equity Raising Initiative and issued 6,500,000 fully paid Ordinary Shares to sophisticated investors secured by Westridge; and

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 a further 45,000,000 Ordinary Shares were issued to various parties as part of the pre-IPO fundraising pursuant to the Westridge Equity Heads of Agreement.

17 Litigation A.1.20.8

There are no governmental, legal or arbitral proceedings (including any such proceedings which are pending or threatened and of which the Company is aware) which may have, or have had during the 12 months prior to the date of this document, a significant effect on the Company and/or the Group's financial position or profitability.

18 Related Party Transactions A.1.19

Save for the related party transactions set out in the audited consolidated financial statements of the Company, there are no related party transactions that were entered into by the Group during the financial years ended 31 December 2016, 31 December 2015 and 31 December 2014 and up to and including the date of this document.

19 Consents A.1.23.1 Wardell Armstrong (in its capacity as competent person) has given and not withdrawn its written A.3.10.3 consent to the inclusion in this document of the Competent Person's Report in the form and context in which it is included, and has authorised the contents of such parts of this Prospectus as comprise the Competent Person's Report for the purposes of Rule 5.5.3R(2)(f) of the Prospectus Rules.

CCW has given and not withdrawn its written consent to the inclusion in this document of its report set out in Sections A and B of Part 13 in the form and context in which it is included and accepts responsibility for its report for the purposes of Rule 5.5.3R(2)(f) of the Prospectus Rules.

20 Capitalisation and Indebtedness A.3.3.2 A.1.10.1 A.1.20.4.3 The Group’s capitalisation and indebtedness, as at the date of the latest unaudited financial information (being 30 April 2017) is summarised as follows: Unaudited as at 30 April 2017

$ Total Current Debt - Guaranteed - - Secured - - Unguaranteed/Unsecured [128,099]

Total Non-Current Debt (excluding current portion of long- term debt) - Guaranteed - - Secured [25,000] - Unguaranteed/Unsecured - Total debt -

Shareholder’s Equity a) Share capital [15,334,474] b) Additional paid in capital -

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c) Accumulated deficit [(12,570,413)]

Total capitalisation [2,917,160]

Statement of material change

Since 30 April 2017, there have been no material changes in the capitalisation and indebtedness of the Group.

21 Miscellaneous

The total costs (including fees and commissions, but exclusive of VAT) payable by the Company in connection with the Fundraising and Admission are estimated to be US$[●] million (approximately £[●] million).

The Company confirms that all third party information contained in this document has been accurately reproduced and, so far as the Company is aware and is able to ascertain from information published by that third party, no facts have been omitted that would render the reproduced information inaccurate or misleading. Where third party information has been used in this document, the source of such information has also been identified.

22 Documents available for inspection A.1.24

Copies of the following documents will be available for inspection during normal business hours on any Business Day at the offices of Dentons UKMEA LLP for the period of 12 months following Admission:

(e) this document;

(f) the Constitution of the Company;

(g) the audited consolidated financial statements of the Company in respect of the three financial years ended 31 December 2016, 2015 and 2014, together with the related audit reports from the independent auditor;

(h) the Competent Person Report set out in Part 18 of this document, 'Competent Person’s Report'; and

(i) the letters confirming the consents referred to in paragraph [20] of this Part 15,'Consents'.

Dated: [●] 2017

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PART 16 – DEFINITIONS

3757 Permit as described in paragraph [14.4] of Part 15 of this document, 'Additional Information' ACN means the Australian Company Number Admission the admission of all of the Ordinary Shares to the standard segment of the Official List and to trading on the Main Market for listed securities AGM annual general meeting Ambodilafa Farm-in Agreement the agreement between the Company and Jubilee in relation to the Ambodilafa Project further details of which are set out in paragraph [●] of Part 15 of this document, 'Additional Information' Ambodilafa Permits the exploration permits 6595, 13011 and 21910 in relation to a total area of 52.33km2 comprising the Ambodilafa Project, further details of which, and the Group's interest in such permits, are set out in paragraph [13.1] of Part 15 of this document, 'Additional Information' Ambodilafa Project an iron ore deposit located in the Republic of Madagascar, approximately 45km west of the coastal village of Nosy Varika in Fianarantsoa Province, further details of which are set out in Part 7 of this document ASIC the Australian Securities and Investment Commission ASX the Australian Securities Exchange Audit Committee the audit committee of the Board, the terms of which are set out in Part 9 of this document, 'Directors and Corporate Governance' BCMM Bureau du Cadastre Minier de Madagascar, The Malagasy Mining Registry Bekisopa Permits the exploration permits 10430, 3757, 27211, 26532, 35827 and 35828 in relation to a total area of 425km2 comprising the Bekisopa Project, further details of which, and the Group's interest in such permits, are set out in paragraph [13.4] of Part 15 of this document, 'Additional Information' Bekisopa Project an iron ore deposit located in the Republic of Madagascar, approximately 350km southwest of Antananarivo, further details of which are set out in Part 7 of this document BIF branded iron formations Board the directors of the Company from time to time BRGM Bureau de Recherches Géologiques et Minières Business Day a day (other than a Saturday or a Sunday) on which banks are open for business in London and Australia

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CCW Crowe Clark Whitehill LLP CESR the Committee of European Securities Regulators CFR Cost Freight Cline Cline Mining Corporation Cline Share Sale Agreement the share sale agreement between Cline and Malagasy Holdings (Bekisopa) Limited for the purchase of 75 per cent. of the issued share capital of IOCM, dated 13 June 2014, as amended by the Cline Mining Deed of Variation Code the UK Corporate Governance Code published by the Financial Reporting Council Companies Code the Malagasy Companies Code 2004, as amended Company or IPR Indian Pacific Resources Limited Competent Person's Report or the report prepared by Wardell Armstrong contained in Part 18 of CPR this document, prepared in compliance with the JORC Code, the Prospectus Rules and CESR Constitution constitution of the Company as adopted on [●] 2017 Corporations Act the Corporations Act 2001(th), the Australian legislation governing companies incorporated in Australia, as amended and in force from time to time CREST the relevant system (as defined in the Uncertificated Securities Regulations) in respect of which Euroclear UK & Ireland is the operator (as defined in the CREST Regulations) CREST Manual the rules governing the operation of CREST, consisting of the CREST Reference Manual, CREST Rules, Registrars Service Standards, Settlement Discipline Rules, CCSS Operations Manual, Daily Timetable, CREST Application Procedures and CREST Glossary of Terms (all as defined in the CREST Glossary of Terms promulgated by Euroclear on 15 July 1996, as amended) as published by Euroclear CREST Regulations the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755) Depositary Computershare Investor Services plc, the Company's depositary A.3.5.4.2 in the UK Depositary Interest the dematerialised depositary interests issued by the Depositary in respect of and representing on a one-for-one basis Ordinary Shares held by the Depositary Directors the directors of the Company as at the date of this document, whose names are set out on page [38] of this Prospectus DSO direct shipping magnetite ore DTR or Disclosure and the Disclosure Guidance and Transparency Rules published by Transparency Rules the FCA, as amended from time to time EEA European Economic Area EIA environmental impact assessment

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Enlarged Ordinary Share Capital the issued ordinary share capital of the Company immediately following Admission, comprising the Existing Ordinary Shares and the Placing Shares ESMA the European Securities and Markets Authority EU the European Union Euroclear UK & Ireland or Euroclear UK & Ireland Limited, the operator of CREST Euroclear Existing Ordinary Shares ordinary shares in the capital of the Company as at the date of this document having the rights set out in the Constitution FCA the Financial Conduct Authority FOB Free On Board FSMA the Financial Services and Markets Act 2000 (as amended) Fundraising the fundraising of up to US$[●] million (£[●] million) pursuant to the Placing Group the Company and its subsidiaries as at the date of this document Group Financial Information The audited, consolidated historical financial information of the Group for the three years ended 31 December 2016 HMRC HM Revenue and Customs IFRS the International Financial Reporting Standards as adopted by the European Commission for use in the European Union IOCM Iron Ore Corporation of Madagascar sarl ISIN International Securities Identification Number ITAA 1936 Income Tax Assessment Act 1936 ITAA 1997 Income Tax Assessment Act 1997 JORC Australian Joint Ore Reserves Committee JORC Code the Australasian Joint Ore Reserves Committee Code Jubilee Jubilee Platinum plc Last Practicable Date the last practicable date prior to the publication of this document, being [●] 2017 (unless otherwise stated) Listing Rules the Listing Rules published by the FCA, as amended from time to time LGIM Madagascar's Large Mining Investment Law [Lock-in Agreement] [the conditional agreement between the Company, the Bookrunner and [Westridge], further details of which are set out in paragraph [13.13] of Part 15 of this document, 'Additional Information'] London Stock Exchange London Stock Exchange plc Long Stop Date [●] 2017 Long Term Incentive Plan the long term incentive plan adopted by the Company on 8 August 2011 which allows for the grant of performance rights

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and share options, further details of which are set out in paragraph [11] of Part 15 of this document Main Market the Main Market of the London Stock Exchange MAR the EU Market Abuse Regulation (596/2014) Member State a member of the EEA MHBL Malagasy Holdings (Bekisopa) Limited (now struck off) Mining Code the Malagasy Mining Code (as amended) MRM Mineral Resources of Madagascar sarl, a subsidiary of Jubilee Official List the official list of the FCA Ordinary Shares the ordinary shares of no par value in the capital of the Company Pacific Road Entities together, Pacific Road Capital II Pty Ltd as trustee for Pacific Road Resource Fund II and Pacific Road Capital Management GP II Limited as general partner of Pacific Road Resources Fund II LP

PE Permis d’Exploitation (mining permits) Permits together, the Ambodilafa Permits, the Bekisopa Permits and the Tratramarina Permits Placing the placing by Panmure Gordon & Co on behalf of the Company of the Placing Shares pursuant to the Placing Agreement Placing Agreement the conditional agreement between the Company, Panmure Gordon & Co and the Directors dated [●] 2017 further details of which are set out in paragraph [13.12] of Part 15 of this document, 'Additional Information' Placing Price £[●] (US$[●]) per Ordinary Share A.3.5.3.1 Placing Shares up to [●] new Ordinary Shares to be issued pursuant to the Placing PR Permis de Recherche, exploration permits which may be held by companies and for which there is no local participation requirement Premium Listing a listing on the premium segment of the Official List Projects together, the Ambodilafa Project, Bekisopa Project and Tratramarina Project, and Project shall mean any one of them PRE Permis d’Exploitation Reserve (reserved mining permits) which may only be held by Malagasy nationals Prospectus this document Prospectus Directive EU Prospectus Directive (2003/71/EC) Prospectus Rules the prospectus rules published by the FCA under Part VI of the FSMA Recognised Standard Acceptable Internationally Recognised Mineral Standards as listed in Appendix I of ESMA's update of the CESR recommendations March 2013.

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Register the register of Shareholders Registrars Computershare Investor Services Plc Remuneration Committee the remuneration committee of the Board the terms of which are set out in Part 9 of this document, 'Directors and Corporate Governance' SADC Southern African Development Community Securities Act the United States Securities Act of 1933 (as amended) Shareholders holders of Ordinary Shares, from time to time Standard Listing a listing on the standard segment of the Official List Takeover Code the UK City Code on Takeovers and Mergers Takeover Panel the UK Panel on Takeovers and Mergers Tratramarina Permits the exploration permits 16635, 16637, 17245, 18379 and 18891 in relation to a total area of 162.5km2 comprising the Tratramarina Project, further details of which, and the Group's interest in such permits, are set out in paragraph [13.3] of Part 15 of this document, ‘Additional Information’ Tratramarina Project an iron ore deposit located in the Republic of Madagascar, approximately 160km southeast of Antananarivo, further details of which are set out in Part 7 of this document Tratramarina West Permits as described in paragraph [14.3] of Part 15 of this document, 'Additional Information' UEM Universal Exploration Madagascar sarl UK or the United Kingdom the United Kingdom of Great Britain and Northern Ireland UK Listing Authority or UKLA the FCA acting in its capacity as the competent authority for the purposes of Part VI of the FSMA and in the exercise of its functions in respect of admission to the Official List UNDP United Nations Development Programme US or United States the United States of America, its territories and possession, any state of the United States of America and the District of Columbia VAT value added tax Wardell Armstrong or Competent Wardell Armstrong International Ltd, the competent person Person Westridge Westridge Management International Limited Westridge Equity Heads of the heads of agreement between Westridge and the Company, Agreement dated 26 October 2016 as described in paragraph [13.10] of Part 15 of this document, 'Additional Information'

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PART 17 – GLOSSARY OF TECHNICAL TERMS

Mineral Resource a concentration or occurrence of material of intrinsic economic interest in or on the Earth’s crust in such a form that there are reasonable prospects for the eventual economic extraction; the location, quantity, grade geological characteristics and continuity of a mineral resource are known, estimated or interpreted from specific geological evidence and knowledge; mineral resources are sub-divided into Inferred, Indicated and Measured categories.

Ore Reserve the economically mineable part of a Measured and/or Indicated Mineral Resource. It includes diluting materials and allowances for losses, which may occur when the material is mined or extracted and is defined by studies at Pre-Feasibility or Feasibility level as appropriate that include application of Modifying Factors. Such studies demonstrate that, at the time of reporting, extraction could reasonably be justified.

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A.3.10.3 PART 18 – COMPETENT PERSON'S REPORT A.1.23.1

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