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Standard Agreement CASCADE RESOURCES LTD ACN 128 744 178 SUPPLEMENTARY TARGET’S STATEMENT 1. IMPORTANT INFORMATION This document is a supplementary target’s statement issued by Cascade Resources Ltd (ACN 128 744 178) (Cascade) under section 644 of the Corporations Act 2001 (Cth) (Supplementary Target’s Statement) and is supplementary to Cascade’s target’s statement dated and lodged with the Australian Securities and Investments Commission (ASIC) on 21 December 2016 (Original Target’s Statement) in relation to the off market takeover offer by Torian Resources Ltd (ACN 002 261 565) (Torian) for all of the fully paid ordinary shares in the capital of Cascade (Offer). This Supplementary Target’s Statement is dated 22 February 2017 and was lodged with the ASIC on that date. ASIC nor any of its officers take any responsibility for the contents of this Supplementary Target’s Statement. This Supplementary Target’s Statement supplements and must be read together with the Original Target’s Statement. If there is a conflict between the Original Target’s Statement and this Supplementary Target’s Statement, this Supplementary Target’s Statement will prevail. Unless the context otherwise requires, terms defined in the Original Target’s Statement have the same meaning in this Supplementary Target’s Statement. Unless the context otherwise requires, terms defined in the Original Target’s Statement have the same meaning in this Supplementary Target’s Statement. Please consult your legal, financial or other professional adviser if you do not fully understand the contents of this Supplementary Target’s Statement. A copy of this Supplementary Target’s Statement will be available on Cascade’s website (www.cascaderesourcesltd.com.au). 2. REASONS WHY YOU SHOULD ACCEPT THE OFFER In the section of the Original Target’s Statement headed “REASONS WHY YOU SHOULD ACCEPT THE OFFER”, the following words are inserted at the end of the preamble paragraph: “…(see Section 3 for possible reasons as to why you may not choose to accept the Offer):” 3. THE OFFER CONSIDERATION Section 4.3 of the Original Target’s Statement shall be deleted and replaced with the following: “4.3 The Offer consideration The consideration being offered by Torian is 1 new Torian Share for each Cascade Share held. The Torian Shares will rank equally with all Torian Shares currently on issue. The Offer is subject to a number of conditions. Based on the closing price of Torian’s Shares on the ASX on 7 October 2016, the last trading day before the Announcement Date, of $0.165, the implied value of the Offer Consideration was $0.165 per Cascade Share. Based on the closing price of Torian’s Shares on 20 December 2016, the last trading day before the date of this Target Statement, of $0.135, the value of the Offer Consideration was $0.135 per Cascade Share. If you accept the Offer, the value of the consideration you will receive will depend on the price of Torian Shares at the time the Torian Shares are issued to you under the Offer. Therefore, the implied value of the Offer will fluctuate with changes in the market price of Torian Shares. See section 3 of the Bidder’s Statement for more information on Torian Shares, including capital structure, share price history, dividend history, rights and liabilities attaching to Torian Shares and substantial holders of Torian Shares.” The Company also notes that based on the closing price of Torian’s Shares on 21 February 2017, the last trading day before the date of this Supplementary Target’s Statement, of $0.16, the value of the Offer Consideration was $0.16 per Cascade Share. 4. TORIAN SHARE PRICE Section 7.6 of the Original Target’s Statement shall be deleted and replaced with the following: “7.6 Torian share price Set out below is a table showing relevant trading prices of Torian Shares on ASX: Comparative trading period Price of Torian Shares Highest trading price on ASX in the 4 months prior to $0.25 the date the Bidder’s Statement was lodged with ASIC Lowest trading price on ASX in the 4 months prior to $0.15 the date the Bidder’s Statement was lodged with ASIC Closing trading price on ASX on the last trading day $0.165 before the date Torian announced the Takeover Offer Last available closing sale price of Torian Shares (as at $0.15 6 December 2016 on ASX prior to the date the Bidder’s Statement was lodged with ASIC Closing trading price on ASX on the last trading day $0.135 before the date of this Target Statement 30-day volume weighted average price of Torian $0.188” Shares before the Announcement Date 2 5. SECTION 8 OF THE ORIGINAL TARGET’S STATEMENT 5.1 Section 8.2 - History The second paragraph of Section 8.2 of the Original Target’s Statement shall be deleted and replaced with the following: “In mid-2014, Cascade begun acquiring additional tenements near Kalgoorlie that has resulted in the Zuleika Joint Venture with Torian and other stand-alone projects at Kanowna South, Bardoc, Mt Monger, Five Mile Hill and Mt Keith. The Mt Keith Project has been held under option from a local Kalgoorlie based prospector for some years now, whilst the other projects were acquired 100% at inception.” 5.2 Section 8.3.1 - Bardoc Project The first paragraph of Section 8.3.1 of the Original Target’s Statement shall be deleted and replaced with the following: “The Bardoc Project lies approximately 40km north of Kalgoorlie. The Cascade Bardoc project comprises of 26 Prospecting Licences, 19 of which are Applications, totalling approximately 30.2km2. These tenements are adjacent to tenure as listed in the Torian Bardoc Project comprising of 13 Prospecting Licences, 8 of which are Applications, totalling approximately 13.4 km2. The entire project lies approximately 3km south and along strike of Aphrodite Gold Ltd’s 1.4Moz Aphrodite Project.” 5.3 Section 8.3.3 - Kanowna South The first paragraph of Section 8.3.3 of the Original Target’s Statement shall be deleted and replaced with the following: “The Kanowna South Project lies approximately 10km north east of Kalgoorlie midway between the giant Kalgoorlie and Kanowna gold deposits. The project consists of 5 granted Prospecting Licences covering approximately 780 hectares. There is 1 adjacent Torian Prospecting Licence Application covering 1.44 km2.” 5.4 Section 8.3.4 - Five Mile Hill Project The first paragraph of Section 8.3.4 of the Original Target’s Statement shall be deleted and replaced with the following: “The Five Mile Hill Project lies approximately 8km north east of Kalgoorlie. The project consists of 4 Prospecting Licences Applications covering approximately 693Ha.” 5.5 Section 8.3.5 - Mt Monger The first paragraph of Section 8.3.5 of the Original Target’s Statement shall be deleted and replaced with the following: “The Mt Monger Project lies approximately 50km south east of Kalgoorlie. The project consists of 21 Prospecting Licences, 7 of which are Applications, covering approximately29.35 km2.” 3 5.6 Section 8.3.6 - Mt Keith The first paragraph of Section 8.3.6 of the Original Target’s Statement shall be deleted and replaced with the following: “The Mt Keith Project is another of Cascade’s advanced projects. It is located 60km south of Wiluna near the giant Mt Keith nickel mine. The project has a total area of 1,209 ha and lies on 2 granted mining leases covering approximately 1209Ha.” 5.7 Section 8.6(d) - Cascade Officers Section 8.6(d) of the Original Target’s Statement shall be deleted and replaced with the following: “(d) Mr Mark Borman – Non-Executive Director Mr Mark Borman Appointment Non-Executive Director from 30 September 2016. Qualifications Nil Experience Mark has over 25 years’ experience as a professional land manager with 17 years in the Department of Minerals and Energy in Western Australia. He has extensive industry experience that includes the role of Land Manager for several publicly listed and private companies. He has managed nearly 5,000 mining titles across Australia and over 120 Joint Venture or Sale type agreements. Mark is also the Land Manager for Torian. He is engaged in this capacity by Torian as an independent contractor. Mark also has extensive knowledge and familiarity of the practical and legal issues involved in land management. Mr Borman is not a director of any ASX listed company. Directorships None held in other listed entities in past three years 5.8 Section 8.7(d) - Cascade Resources Ltd Statement of Cash Flows Insert the following as a new Section 8.7(d) of the Original Target’s Statement: 4 (d) Cascade Resources Ltd Statement of Cash Flows Year Ended Year Ended Year Ended 30 Jun 2016 30 Jun 2015 30 Jun 2014 $ $ $ Cash flows from operating activities Payments to suppliers and employees (121,606) (177,734) (19,843) Exploration expenditure (36,166) (256,876) (153,530) GST (paid)/received (38,749) (43,915) 62,972 Net cash flows used in operating activities (196,521) (478,525) (110,401) Cash flows from investing activities Payments for property, plant and equipment (1,718) - - Interest received 2,123 1,127 836 Interest paid (3) (7) (5) Loan to Torian Resources Limited (281,128) - - Net cash flows provided by investing activities (280,726) 1,120 831 Cash flows from financing activities Proceeds from issues of shares - 1,069,996 81,500 Cost of raising share capital (43,250) (12,905) (10,000) Repayment of loan (29,464) (15,000) - Net cash provided by financing activities (72,714) 1,042,091 71,500 Net increase/(decrease) in cash held (549,961) 564,686 (38,070) Cash at the beginning of the financial year 603,691 39,005 77,075 Cash and cash equivalents at end of the year 53,730 603,691 39,005 6.
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