PROSPECTUS - AFR

PROSPECTUS

ACN 636 421 782

For an initial public offer of up to 24 million Shares at an issue price of

$0.25 each to raise up to $6 million.

This Prospectus has been issued to provide information on the offer of a

minimum of 16 million Shares and a maximum of 24 million Shares to be

issued at a price of $0.25 per Share to raise a total of a minimum of $4

million and a maximum of $6 million (before costs) (Public Offer).

This Prospectus also contains the following secondary offers:

a. an offer of up to 4,100,000 Options to nominated persons who are

invited to apply for Options (Incentive Options Offer Participants) on

the terms and conditions set out in Section 7.2 (Incentive Options

Offer); and

b. an offer of a minimum of 960,000 Options and a maximum of up to

1,440,000 Options, with an exercise price of $0.31 each and an expiry

date 3 years from Admission, on the terms and conditions set out

in Section 7.3 (Lead Manager Options) to the Lead Manager (or its

nominees) (Lead Manager Offer).

The Public Offer, the Incentive Options Offer and the Lead Manager Offer

(together, the Offers) pursuant to this Prospectus are subject to a number

of conditions precedent as outlined in Section 1.6 of this Prospectus.

It is proposed that the Offers will close at 5:00 pm (AEST) on Friday, 18 June

2021. The Directors reserve the right to close the Offers earlier or to extend

this date without notice. Applications must be received before that time.

This is an important document and requires your immediate attention. It

should be read in its entirety. Please consult your professional adviser(s) if

you have any questions about this document.

Investment in the Securities offered pursuant to this Prospectus should be

regarded as highly speculative in nature, and investors should be aware

that they may lose some or all of their investment. Refer to Section 3 for a

summary of the key risks associated with an investment in the

Securities.

PACGOLD LIMITED ACN 636 421 782

PACGOLD LIMITED PROSPECTUS 513979009v1 120978894 PAGE iv PACGOLD LIMITED PROSPECTUS 513979009v1 120978894 PAGE v

Important Information vi

Corporate Directory viii

Letter from the Chair ix

Key Offer Details x

Indicative Timetable xi

Investment Overview xii

1 Details of the Offers 24

1.1 Public Offer 241.2 Incentive Options Offer 241.3 Lead Manager Offer 241.4 Minimum Subscription 251.5 Purpose of the Public Offer 251.6 Conditional Offers 251.7 Proposed Use Of Funds 251.8 No Forecast Financial Information 261.9 Capital Structure 261.10 Lead Manager’s Interests In The Offers 271.11 Underwriting 271.12 Subscription Agreement 271.13 Applications 271.14 Allocation and Issue of Shares 291.15 Overseas Applicants 291.16 Application Monies for Public Offer 301.17 CHESS and Issuer Sponsorship 301.18 ASXListingandOfficialQuotation 301.19 Escrow Arrangements 311.20 Taxation Implications 31 1.21 Withdrawal 311.22 Risks 311.23 Privacy Disclosure 311.24 Paper Copies of Prospectus 321.25 Enquiries 32

2 Company and Project Overview 34

2.1 Background 342.2 Corporate Structure 342.3 Overview of the Project 342.4 Business Strategy/Objectives of the Company 382.5 Proposed Exploration Budgets 382.6 Dividend Policy 38

3 Risk Factors 39

3.1 RisksSpecifictotheCompany 393.2 Mining Industry Risks 413.3 General Risks 453.4 Speculative Investment 46

4 Board, Management and Corporate Governance 47

4.1 Board of Directors 474.2 Directors’Profiles 474.3 Key Management Personnel 484.4 Disclosure of Directors 484.5 Interests of Directors 484.6 Security Holdings Of Directors 494.7 Remuneration of Directors 504.8 Related Party Transactions 504.9 ASX Corporate Governance Council Principles and Recommendations 504.10 Departures from Recommendations 53

5 Financial Information 54

5.1 Introduction 545.2 Historical Financial Information 555.3 HistoricalStatementsofProfitorLoss 555.4 Historical Statements of Cash Flow 565.5 Managment’s Discussion and Analysis of the Historical Financial Information 56 5.6 Pro Forma Historical Financial Information 575.7 Notes to and Forming Part of the Financial Information 59

6 Material Contracts 63

6.1 Lead Manager Mandate 636.2 Royalty Deed – RoyaltyOne Pty Ltd 636.3 Surety Deed 636.4 Sale and Purchase Agreement 646.5 Consulting Agreement – Raging Bull Group Pty Ltd 646.6 MicromineSoftwareAgreementwithGoldfindExplorationPtyLtd 656.7 Director Agreements 656.8 Other Key Management Personnel Agreements 656.9 Subscription Agreement 666.10 Deeds of Indemnity, Insurance and Access 66

7 Additional information 67

7.1 Rights Attaching to Shares 677.2 Terms and Conditions of Incentive Options 687.3 Terms and Conditions of Lead Manager Options 707.4 Summary of the Company’s Employee Securities Incentive Plan 717.5 Effect of the Public Offer on Control and Substantial Shareholders 737.6 Interests of Promoters, Experts and Advisers 747.7 Consents 757.8 Expenses of the Offer 767.9 Continuous Disclosure Obligations 767.10 Litigation 767.11 Electronic Prospectus 767.12 Documents Available for Inspection 777.13 Statement of Directors 77

8 Authorisation 78

9 Glossary of Terms 79

Schedule 1 Independent Limited Assurance Report 82 Schedule 2 Solicitor’s Tenement Report 91 Schedule 3 Independent Geologist’s Report 125

Contents

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ProspectusThis Prospectus is dated, and was lodged with ASIC on, 25 May 2021 (Prospectus Date). Neither ASIC nor ASX (or their respective officers) take any responsibility for the contents of this Prospectus or the merits of the investment to which this Prospectus relates.

The expiry date of this Prospectus is 5.00pm (AEST) on that date which is 13 months after the date this Prospectus was lodged with ASIC. No Shares will be issued on the basis of this Prospectus after that expiry date.

Application will be made to ASX within seven days of the date of this Prospectus for Official Quotation of the Shares the subject of the Public Offer.

No person is authorised to give any information or to make any representation in connection with the Offers, other than as is contained in this Prospectus. Any information or representation not contained in this Prospectus should not be relied on as having been made or authorised by the Company or the Directors in connection with the Offers.

It is important that you read this Prospectus in its entirety and seek professional advice where necessary. The Securities the subject of this Prospectus should be considered highly speculative.

Exposure PeriodThis Prospectus will be publicly available during the Exposure Period. The Corporations Act prohibits the Company from processing applications to subscribe for Securities under the Offer during the seven day period after the date of lodgement of this Prospectus. This period may be extended by ASIC for a further seven days. The purpose of the Exposure Period is to enable this Prospectus to be examined by market participants prior to the raising of funds. You should be aware that this examination may result in the identification of deficiencies in this Prospectus. In such circumstances, any Application that has been received may need to be dealt with in accordance with section 724 of the Corporations Act. Applications under this Prospectus will not be processed by the Company until after the Exposure Period. No preference will be conferred upon Applications received during the Exposure Period.

RisksAny investment in the Company should be considered highly speculative. Before deciding to invest in the Company, potential investors should read the entire Prospectus and, in particular, in considering the prospects of the Company, potential investors should consider the risk factors that could affect the financial performance and assets of the Company.

Investors should carefully consider these factors in light of their personal circumstances (including financial and taxation issues).The Securities offered under this Prospectus carry no guarantee with respect to return on capital investment, payment of dividends or the future value of the Securities. Please refer to Section 3 for details relating to risk factors.

Persons considering applying for Securities pursuant to the Prospectus should obtain professional advice from an accountant, stockbroker, lawyer or other adviser before deciding whether to invest.

Conditional OfferThe Offers contained in this Prospectus are conditional on certain events occurring. If these events do not occur, the Offers will not proceed and investors will be refunded their Application Monies without interest. Please refer to Section 1.6 for further details on the conditions attaching to the Offers.

Cooling off rightsCooling off rights do not apply to an investment in Securities pursuant to the Offers. This means that, in most circumstances, you cannot withdraw your Application once it has been accepted.

Electronic Prospectus and Application FormsThis Prospectus will generally be made available in electronic form by being posted on the Company’s website at www.pacgold.com.au

Persons having received a copy of this Prospectus in its electronic form may obtain an additional paper copy of this Prospectus and the relevant Application Form (free of charge) from the Company’s registered office prior to the close of the Offers by contacting the Company as detailed in the Corporate Directory.

Applications will only be accepted on the relevant Application Form attached to, or accompanying, this Prospectus or in its paper copy form as downloaded in its entirety from www.pacgold.com.au. The Corporations Act prohibits any person from passing on to another person an Application Form unless it is accompanied by or attached to a complete and unaltered copy of this Prospectus.

Prospective investors wishing to subscribe for Securities under the Offers should complete the relevant Application Form. If you do not provide the information required on an Application Form, the Company may not be able to accept or process your Application.

No document or information included on the Company’s website is incorporated by reference into this Prospectus.

The Company reserves the right not to accept an Application Form from a person if it has reason to believe that when that person was given access to the electronic Application Form, it was not provided together with the electronic Prospectus and any relevant supplementary or replacement prospectus or any of those documents were incomplete or altered.

Offers outside AustraliaNo action has been taken to register or qualify the Securities the subject of this Prospectus, or the Offers, or otherwise to permit the offering of the Securities, in any jurisdiction outside Australia. The distribution of this Prospectus in jurisdictions outside of Australia may be restricted by law and persons who come into possession of this Prospectus outside of Australia should seek advice on and observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws. This Prospectus does not constitute an offer of Securities in any jurisdiction where, or to any person to whom, it would be unlawful to issue this Prospectus except to the extent permitted below. Subject to the provisions outlined in Section 1.15, certain persons resident in Singapore and Hong Kong are eligible to participate in the Offers.

Using this ProspectusPersons wishing to subscribe for Securities offered by this Prospectus should read this Prospectus in its entirety in order to make an informed assessment of the assets and liabilities, financial position and performance, profits and losses, and prospects of the Company and the rights and liabilities attaching to the Securities offered pursuant to this Prospectus. If persons considering subscribing for Securities offered pursuant to this Prospectus have any questions, they should consult their stockbroker, solicitor, accountant or other professional adviser for advice.

Forward Looking StatementsThis Prospectus contains forward-looking statements which are identified by words such as ‘believes’, ‘estimates’, ‘expects’, ‘targets’, ‘intends’, ‘may’, ‘will’, ‘would’, ‘could’, or’ should’ and other similar words that involve risks and uncertainties. These statements are based on an assessment of present economic and operating conditions, and on a number of assumptions regarding future events and actions that, as at the Prospectus Date, are expected to take place.

Such forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties, assumptions and other important factors, many of which are beyond the control of the Company, the Directors and management of the Company. Key risk factors associated with an investment in the Company are detailed in Section 3. These and other factors could cause actual results to differ materially from those expressed in any forward-looking statements.

The Company has no intention to update or revise forward-looking statements, or to publish prospective financial information in the future, regardless of whether new information, future events or any other factors affect the information contained in this Prospectus, except where required by law.

The Company cannot and does not give assurances that the results, performance or achievements expressed or implied in the forward-looking statements contained in this Prospectus will actually occur and investors are cautioned not to place undue reliance on these forward-looking statements.

Competent person statementThe information contained in this Prospectus that relates to the mining leases and exploration permits comprising the Project is based on and fairly represents information and supporting documentation prepared by Dr Matthew White.

Dr White is a member of the Australian Institute of Geologists, a recognised professional organisation for the purposes of the JORC Code. Dr White is an Associate Principal Geologist at Derisk Geomining Consultants Pty Ltd. Dr White has sufficient experience relevant to the style of mineralisation and type of deposit under consideration, and to the activity which he has undertaken, to qualify as a Competent Person as defined in the JORC Code. Dr White consents to the inclusion of the matters based on his information in the form and context in which the Exploration Results and supporting information are presented in this Prospectus.

Photographs and DiagramsPhotographs used in this Prospectus which do not have descriptions are for illustration only and should not be interpreted to mean that any person shown endorses this Prospectus or its contents or that the assets shown in them are owned by the Company. Diagrams used in this Prospectus are illustrative only and may not be drawn to scale. Unless otherwise stated, all data contained in charts, graphs and tables is based on information available at the Prospectus Date.

Company WebsiteAny documents included on the Company Website (and any reference to them) are provided for convenience only and none of the documents or other information on the Company Website are incorporated by reference into this Prospectus.

MiscellaneousAll financial amounts contained in this Prospectus are expressed as Australian currency unless otherwise stated. Conversions may not reconcile due to rounding. All references to ‘$’ or ‘A$’ are references to Australian dollars.

All references to time in this Prospectus are references to AEST, being the time in Melbourne, Victoria, unless otherwise stated.

Defined terms and abbreviations used in this Prospectus are detailed in the glossary in Section 9.

Important Information

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DirectorsCatherine (Cathy) Moises Non-Executive Chair Anthony (Tony) Schreck Managing DirectorShane Goodwin Non Executive Director Michael Pitt Non Executive Director OfficersSuzanne Yeates Chief Financial OfficerCatherine Garde Company Secretary & General Counsel

Registered and Principal OfficeSuite 4.02, Level 4, 360 Collins StreetMelbourne VIC 3000Phone: (03) 9817 7076Email: [email protected] Website: www.pacgold.com.au Proposed Stock Exchange ListingAustralian Securities Exchange (ASX)Proposed ASX Code: PGO

Share Registry*Computershare Investor Services Pty Limited Yarra Falls452 Johnston StreetAbbotsford VIC 3067Phone (within Australia): 1300 040 682Phone (outside Australia): +61 3 9415 4036

Corporate LawyersAllensLevel 37, 250 St Georges TerracePerth WA 6000

Mining and Resources LawyersMining Access Legal28/168 Guildford RoadMaylands WA 6051

Lead ManagerTaylor Collison LimitedLevel 10, 151 Macquarie StreetSydney, New South Wales 2000AFSL number: 247083

Independent GeologistDerisk Geomining Consultants Pty LtdPO Box 264Red Hill QLD 4059

Investigating AccountantBDO Corporate Finance (WA) Pty Ltd38 Station StreetSubiaco WA 6008

Auditor*BDO Audit (WA) Pty Ltd38 Station StreetSubiaco WA 6008

Corporate Directory

* These entities are included for information purposes only. They have not been involved in the preparation of this Prospectus.

Dear Investor

On behalf of the board of Pacgold Limited (Pacgold or Company), I am pleased to present this Prospectus and to invite you to become a shareholder in the Company.

The Company was incorporated on 25 September 2019 in Victoria as a gold exploration company with its key asset being the Alice River Project comprising a portfolio of eight mining leases and five exploration permits in the Alice River region of north Queensland (Project). The Company has assembled a highly credentialed management team, led by Mr Tony Schreck, with the majority of funds raised to be put into the ground to fast track the exploration program. Early works have highlighted the potential of the grounds held, and we look forward to the results of the early exploration program.

The purpose of the Public Offer is to raise up to $6 million (before associated costs) by the issue of up to 24 million Shares at an issue price of $0.25 each.

As detailed in Section 1.7 of this Prospectus, the proceeds of the Public Offer will be utilised by the Company to fund exploration activities, corporate overheads and the costs of the Public Offer.

These exploration activities include over 4,000m of drilling, which is planned to commence within2 months of completion of the Public Offer. While gold has been intersected in historical regional scout drilling along the 30km-long Alice River shear zone, Pacgold’s initial focus with its drilling programs is on three priority targets covering 7km of the gold bearing shear zone:

• Central Target: Strong geophysical targets along strike from open pit mine and down-plunge extensions to high-grade gold mineralisation. First phase drilling of 2,000m RC + 200m DD is planned.

• Southern Target: Broad untested gold surface geochemical anomalies 1.7km x 200m in area. First phase drilling of 1,500m RC is planned.

• Northern Target: 2km-long interpreted vein system under shallow cover, not previously recognised. First phase drilling of 500m RC is planned.

This Prospectus also contains an offer of Options to Incentive Options Offer Participants (see section 1.2 for further details) and Options to the Lead Manager of the Public Offer, Taylor Collison Limited (see Section 6.1 for further details). This Prospectus contains detailed information about the Offers, the current and proposed operations of the Company and the risks pertaining to an investment in the Company.

Potential investors in the Company should carefully consider those risks (detailed in Section 3).

On behalf of the Directors, I invite you to consider this opportunity to invest in the Company and look forward to welcoming you as a Shareholder.Yours faithfully

Cathy MoisesNon-Executive Chair

Letter from the Chair

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Key Offer Details Indicative Timetable

Key details of the Offers1 Minimum Subscription Maximum Subscription

Offer Price per Share $0.25 $0.25

Shares offered under the Public Offer 16,000,000 24,000,000

Cash raised under the Public Offer (before costs) $4,000,000 $6,000,000

Options offered under the Incentive Options Offer2 4,100,000 4,100,000

Options offered under the Lead Manager Offer3 960,000 1,440,000

Shares on issue as at Prospectus Date 25,366,250 25,366,250

Options on issue as at Prospectus Date Nil Nil

Total Shares on issue at Admission 41,366,250 49,366,250

Total Options on issue at Admission3 5,060,000 5,540,000

Indicative market capitalisation at Admission (undiluted)4 $10,341,563 $12,341,563

Indicative market capitalisation at Admission (diluted)4 $11,606,563 $13,726,563

Notes:

1 Please refer to Section 1.9 for further details relating to the proposed capital structure of the Company.

2 Comprising 2,050,000 unquoted options exercisable at $0.36 each and expiring on the fourth anniversary of Admission and 2,050,000 unquoted options exercisable at $0.42 each expiring on the sixth anniversary of Admission, on the terms and conditions set out in Section 7.2.

3 Comprising Lead Manager Options at an exercise price of $0.31 each and expiring on the date that is 3 years from Admission, on the terms and conditions set out in Section 7.3.

4 Calculated on the basis of the expected number of Shares on issue at Admission, multiplied by the Offer Price. Shares may not trade at the Offer Price.

Event Date

Lodgement of this Prospectus with ASIC Tuesday, 25 May 2021

Opening Date of the Offers Wednesday, 2 June 2021

Closing Date of the Offers Friday, 18 June 2021

Issue Date of Securities Friday, 25 June 2021

Despatch of holding statements Monday, 28 June 2021

Expected date for quotation on ASX Thursday, 8 July 2021

Note: The dates shown in the table above are indicative only and may vary subject to the Corporations Act, the Listing Rules and other applicable laws. In particular, the Company reserves the right to vary the Opening Date and the Closing Date without prior notice, which may have a consequential effect on the other dates. Applicants are therefore encouraged to lodge their Application Form as soon as possible after the Opening Date if they wish to invest in the Company.

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Investment Overview

Topic Summary More Information

INTRODUCTION

Who is the Company and what does it do?

Pacgold Limited (ACN 636 421 782) (Pacgold or Company), formerly known as Alice River Resources Pty Ltd, is an Australian company incorporated on 25 September 2019 in Victoria as a proprietary limited company and converted into an unlisted public company on 2 December 2020.

Since incorporation, the Company acquired the Alice River Project (Project), further details of which are outlined in Section 2.3.

Section 2.1

What are the Company’s projects?

The Project consists of 13 mineral tenements (eight mining leases and five exploration permits) with an area of 377 km2, located approximately 400 km northwest of Cairns, at the northern end of the Northeast Queensland Mineral Province, comprising the tenement interests set out in schedule 1 of the Solicitor’s Tenement Report.

Since acquiring 100% of the Project in 2020 via an earn in arrangement with Tinpitch Pty Ltd, the Company has undertaken the following work:

• re-interpretation of the historical geochemical, geophysical and geology data;

• data capture and re-processing of the Cyprus 1989 gradient array IP geophysical data;

• re-processing of Spitfire airborne magnetic-radiometric survey data;

• assessment of all data and definition of three priority target areas for exploration; and

• design of an exploration program and budget to test the targets.

From the work described above, the Company has defined three main target zones within the Project, namely Northern, Central and Southern areas.

Section 2.3 and Schedule 3

What is the Company’s financial position?

Historical and pro-forma financial information about the Company is set out in Section 5. An Independent Limited Assurance Report is included in Schedule 1.

The Board is satisfied that upon completion of the Public Offer, the Company will have adequate working capital to meet its stated objectives.

Section 5 and Schedule 1

What is the proposed capital structure of the Company?

Following completion of the Offers under this Prospectus, the proposed capital structure of the Company will be as set out in Section 1.9.

Section 1.9

This Section is not intended to provide full information for investors intending to apply for Securities offered pursuant to this Prospectus. This Prospectus should be read and considered in its entirety. The Securities offered pursuant to this Prospectus carry no guarantee in respect of return of capital, return on investment, payment of dividends or the future value of the Shares.


INTRODUCTION

What is the proposed use of funds raised under the Public Offer?

The Company proposes to use the funds raised from the Public Offer to-wards funding exploration activities, corporate overheads and the costs of the Public Offer.

Section 1.7

What is the Company’s strategy?

Following Admission, the Company’s primary focus will be on the Project and specifically, the targets which have been generated along the gold-bearing Alice River Shear Zone. The objective of the initial phase of drilling is to test new targets along strike and down plunge from previous gold drill intersec-tions which have potential to lead toward a significant discovery or step change value addition to the Project.The Company’s investment strategy is to explore and develop its existing Tenements and to leverage its exploration and corporate skillsto maximise the value of the Project for the Shareholders.

Sections 2.3 and 2.4

SUMMARY OF KEY RISKS

Prospective investors should be aware that subscribing for Shares in the Company involves a number of risks. The risk factors set out in Section 3, and other general risks applicable to all investments in listed securities, may affect the value of the Shares in the future. Accordingly, an investment in the Company should be considered highly speculative. This Section summarises the key risks which apply to an investment in the Company and investors should refer to Section 3 for a more detailed summary of therisks.

Future capital requirements

The Company has no operating revenue and is unlikely to generate any operating revenue unless and until its Projects is successfully developed and production commences. The future capital requirements of the Company will depend on many factors including its business development activities. The Company believes its available cash and the net proceeds of the Offers should be adequate to fund its business development activities, exploration program and other Company objectives in the short term as stated in this Prospectus.

In order to successfully develop the Project and for production to commence, the Company will require further financing in the future, in addition to amounts raised pursuant to the Offers (particularly if only the Minimum Subscription is met). Any additional equity financing may be dilutive to Shareholders, may be undertaken at lower prices than the then market price (or Offer Price) or may involve restrictive covenants which limit the Company’s operations and business strategy. Debt financing, if available, may involve restrictions on financing and operating activities.

Section 3.1(b)

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Title Risks Interests in exploration and mining tenements in Queensland are evidenced by the granting of licences, leases, permits or authorities.

Each of the Company’s Tenements has been granted for a specific term and carries rental, annual expenditure and reporting commitments, as well as other conditions imposed under the relevant regulation applying in Queensland. The Company could face penalties, lose title to or its interest in the Tenements, or any other tenements that may be acquired by the Company in the future, if such conditions are not met or if insufficient funds are available to meet expenditure commitments.

The Company’s Tenements allow it to carry out particular authorisedactivities to determine the existence, quality, and quantity of minerals on, in, or under land through various methods.

Section 3.1(c)

Exploration and development risks

Potential investors should understand that mineral exploration and develop-ment are high-risk undertakings. There can be no assurance that exploration and development will result in the discovery of further mineral deposits. Even if an apparently viable deposit is identified, there is no guarantee that it can be economically exploited.

The future exploration and development activities of the Company may be affected by a range of factors, including geological conditions, limitations on activities due to seasonal weather patterns, unanticipated operational and technical difficulties, industrial and environmental accidents, native title process, changing government regulations and many other factors beyond the control of the Company.

The success of the Company will also depend upon the Company having access to sufficient development capital, being able to maintain title to its Project and obtaining all required approvals for its activities. In the event that exploration programs are unsuccessful this could lead to a diminution in the value of the Project, a reduction in the cash reserves of the Company and possible relinquishment of part or all of the Project.

Section 3.2(a)

Land access risk Land access is critical for exploration and/or exploitation to succeed. It requires both access to the mineral rights and access to the surface rights. Minerals rights may be negotiated and acquired. In all cases the acquisition of prospective exploration and mining licences is a competitive business, in which proprietary knowledge or information is critical and the ability to negotiate satisfactory commercial arrangements with other parties is often essential. The Company may not be successful in acquiring or obtaining the necessary licences to conduct exploration or evaluation activities outside of the Tenements.

Section 3.2(i)



Resource estimation risks At present the Project does not host a mineral resource or reserve estimate. Whilst the Company intends to undertake exploration activities with the aim of defining a resource, no assurances can be given that the exploration will result in the determination of a resource. Even if a resource is identified, no assurance can be provided that this can be economically extracted. The calculation and interpretation of resource estimates are by their nature expressions of judgment based on knowledge, experience and industry practice. Estimates which were valid when originally calculated may alter significantly through additional fieldwork or when new information or techniques become available. This may result in alterations to development and mining plans, which may in turn adversely affect the Company’s operations.

Section 3.2(c)

Limited Operating History The Company was incorporated on 25 September 2019 and has only limited operating history and limited historical financial performance.No assurances can be given that the Company will achieve commercial viability through the successful exploration and/or mining of its Tenements. Until the Company is able to realise value from its Project, it is likely to incur ongoing operating losses.

Section 3.1(a)

Reliance on key personnel The Company’s success depends to a significant extent upon its key management personnel, as well as other employees and technical personnel, including sub-contractors. The Company has a small management team so the loss of the services of one or more of these key personnel could have an adverse effect on the Company.

Section 3.2(p)

Infectious diseases The outbreak of coronavirus disease (COVID 19) is having a material effect on global economic markets. The global economic outlook is facing uncertainty due to the pandemic, which has had and may continue to have a significant impact on capital markets and share price.

The Company’s share price may be adversely affected by the economic uncertainty caused by COVID 19. Further measures to limit the transmission of the virus implemented by governments around the world (such as travel bans and quarantining) may adversely impact the Company’s operations. It could interrupt the Company carrying out its contractual obligations, cause disruptions to supply chains or interrupt the Company’s ability to access capital.

Section 3.3(h)

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DIRECTORS, RELATED PARTY INTERESTS, SUBSTANTIAL HOLDERS AND ADVISORS

Who are the Directors and key management personnel?

As at the date of this Prospectus, the Board comprises:

• Ms Cathy Moises - Non-Executive Chair;• Mr Tony Schreck – Managing Director;• Mr Shane Goodwin – Non-Executive Director; and• Mr Michael Pitt – Non-Executive Director.

As at the date of this Prospectus, the Company’s key management personnel comprises:

• Ms Suzanne Yeates - Chief Financial Officer; and• Ms Catherine Garde – Company Secretary and General Counsel.

“Corporate Directory” and Sections 4.1 and 4.3

What benefits are being paid to the Directors?

Please refer to Sections 4.7 and 6.7(b) for a summary of the remuneration packages that Ms Moises, and Messrs Goodwin and Pitt, will receive pursuant to their Non-Executive Chair letter of appointment and Non-Executive Director letters of appointment respectively.

The Company has entered into a consulting agreement with Mr Tony Schreck, pursuant to which Mr Schreck will serve as Managing Director of the Company on a full-time basis. Refer to Section 6.7(a) for further details.

Sections 4.7, 6.7(a) and6.7(b)

What interest do Key Management Personnel have in the Securities of the Company?

Key Management Personnel and their respective associated entities (as defined in the Listing Rules) have the following interests in Securities as at the Prospectus Date:

DIRECTOR SHARES %

Cathy Moises1 625,000 2.5Tony Schreck 800,000 3.2Shane Goodwin 1,300,000 5.1Michael Pitt2 1,681,250 6.5Catherine Garde3,4 2,012,500 7.9Suzanne Yeates4 0 0.0

Notes:1. Ms Cathy Moises holds 625,000 Shares via Tooradin Park Superannuation

Ltd <Tooradin Park Superannuation Fund>.2. Mr Michael Pitt holds a total of 1,650,000 Shares as trustee for the RGR

Capital Trust and RGR Family Superfund, however his interest has been aggregated with his father, Mr John Pitt (a deemed associate under the Listing Rules), who holds 31,250 Shares.

3. Ms Catherine Garde holds nil Shares, however Mr Patrick Walta (a former director) is the spouse of Ms Catherine Garde. Mr Walta as trustee for the FJB and Associates Trust holds 2,012,500 Shares.

4. Ms Catherine Garde is the Company Secretary and General Counsel (refer to Section 6.8(a) for details of Ms Garde’s consulting agreement) and Ms Suzanne Yeates is the Company’s Chief Financial Officer (refer to Section 6.8(b) for details of Ms Yeates’ consulting agreement).

Section 4.6

What interest do Key Management Personnel have in the Securities of the Company?

Based on the intentions of the Key Management Personnel at the Prospectus Date in relation to the Public Offer and Incentive Options Offer, the Key Management Personnel and their respective associated entities (as defined in the Listing Rules) will have the following interests in Securities on Admission:

Key Management Personnel

Shares % Sharholding Incentive Options

MinimumSubscription

Maximum Subscription

Cathy Moises1 625,000 1.5% 1.3% 600,000Tony Schreck2 820,000 2.0% 1.7% 900,000Shane Goodwin1,6 1,340,000 3.2% 2.7% 600,000Michael Pitt3 1,881,250 4.5% 3.8% 600,000Catherine Garde1,4 2,012,500 4.9% 4.1% 1,200,000

0Suzanne Yeates5 80,000 0.2% 0.2% 0

Notes:1. Each of Ms Moises, Mr Goodwin, Ms Garde and Mr Walta do not intend to

subscribe for Shares under the Public Offer.2. Mr Schreck intends to subscribe for approximately 20,000 Shares (being

$5,000) under the Public Offer.3. Mr Michael Pitt as trustee for the RGR Capital Trust and RGR Family

Superfund holds a total of 1,650,000 Shares, however his interest has been aggregated with his father, Mr John Pitt (a deemed associate under the Listing Rules), who holds 31,250 Shares. Mr Michael Pitt (as trustee) intends to subscribe for $30,000 to $50,000 under the Public Offer, being between 120,000 Shares and 200,000 Shares respectively. The figures in the table above assume Mr Michael Pitt (as trustee) applies for, and is allotted, 200,000 Shares and Mr John Pitt does not participate in the Public Offer.

4. Ms Catherine Garde will hold 600,000 Incentive Options at Admission. Mr Patrick Walta is the spouse of Ms Garde and is a related party of Ms Garde. Mr Walta is a Director of Raging Bull Group Pty Ltd which will hold 600,000 Incentive Options at Admission. Therefore the total Incentive Options Ms Garde and her related entities will have on Admission is 1,200,000 Options.

5. Ms Suzanne Yeates intends to subscribe for $20,000 worth of Shares under the Public Offer (being 80,000 Shares).

6. Mr Shane Goodwin holds 1,300,000 Shares. His father, Mr Michael Goodwin (a deemed associate under the Listing Rules) intends to apply for 40,000 Shares (being $10,000). These figures in the table above assume Mr Michael Goodwin applies for and is allotted 40,000 Shares. Therefore, Mr Shane Goodwin’s Shares have been aggregated with the Shares held by his father.



PACGOLD LIMITED PROSPECTUS 513979009v1 120978894 PAGE xviii PACGOLD LIMITED PROSPECTUS 513979009v1 120978894 PAGE xix



What important contracts with related parties is the Company a party to?

The Company has entered into the following related party transactions on arms’ length terms:(a) letters of appointment with each of its Non-Executive Directors on

standard terms (refer to Section 6.7(b) for details);

(b) consulting agreement with the Company’s Managing Director Mr Tony Schreck (refer to section 6.7(a) for details);

(c) deeds of indemnity, insurance and access with each of its Directors and Officers on standard terms (refer to Section 6.10 for details);

(d) consultancy agreement with Raging Bull Group Pty Ltd, an entity controlled by a related party and former director, Mr Patrick Walta (refer to Section 6.5 for details);

(e) royalty deed with RoyaltyOne Pty Ltd, an entity controlled by a related party and former director, Mr Walta (refer to Section 6.2 for details);

(f) consultancy agreement with Catherine Garde trading as Garde Law, an entity controlled by Company Secretary and General Counsel, Ms Catherine Garde (refer to Section 6.8(a) for details); and

(g) Micromine Mining software agreement with Goldfind Exploration Pty Ltd (ACN 101 395 215), an entity controlled by Managing Director, Mr Tony Schreck (refer to Section 6.6 for details).

Section 4.8

Who will be the substantial holders of the Company?

Those Shareholders (and their associates) holding an interest in 5% or more of the Shares on issue as at the date of this Prospectus are as follows:

NAME SHARES %

Patrick Walta as trustee of FJB & Associates Trust1

2,012,500 7.9%

Michael Pitt as trustee of RGR Capital Trust and RGR Family Superfund2

1,650,000 6.5%

Kufara Endevours Pty Ltd <The Harris Family Trust>

1,300,000 5.1%

DXB Holdings Pty Ltd 1,300,000 5.1%Kingslane Pty Ltd <Cranston Superannuation Fund>

1,300,000 5.1%

John Carr 1,300,000 5.1%Justin Walta 1,300,000 5.1%Shane Goodwin3 1,300,000 5.1%

Section 7.5



Notes:1. Mr Patrick Walta as trustee for the FJB and Associates Trust holds

2,012,500 Shares. Mr Walta resigned as Director of the Company on 10 April 2021.

2. Non-Executive Director, Mr Pitt as trustee for the RGR Capital Trust and RGR Family Superfund intends to subscribe for $30,000 to $50,000 under the Public Offer, being between 120,000 Shares and 200,000 Shares respectively. As at the Prospectus Date, Mr Pitt is a substantial shareholder of the Company however, at Admission, his shareholding will be diluted and he will no longer be a substantial shareholder of the Company.

3. As at the Prospectus Date, Non-Executive Director Mr Shane Goodwin is a substantial shareholder of the Company however, Mr Goodwin does not intend to participate in the Public Offer and, at Admission, Mr Goodwin will be diluted and will no longer be a substantial shareholder of the Company.

Based on the information known as at the Prospectus Date, and assuming the Minimum Subscription is achieved, it is anticipated that RCF will be the Company’s only substantial Shareholder holding 9.67% (Minimum Subscription) and 8.10% (Maximum Subscription) on Admission.

What are the fees payable to the Lead Manager?

Please refer to Sections 1.10 and 6.1 for a summary of the fees payable to the Lead Manager.

Section 1.10

What are the Lead Manager’s interests in the Securities of the Company?

Based on the information available to the Company as at the Prospectus Date regarding the Lead Manager’s intentions in relation to the Offers, Taylor Collison will have a relevant interest in the following Securities on Admission:

SECURITIES Maximum Subscription


NUMBER % NUMBER %

Shares Nil 0% Nil 0%Options1 960,000 19% 1,440,000 26%

Note:In consideration for lead manager services, the Lead Manager will be issued a minimum of 960,000 Lead Manager Options and up to 1,440,000 Lead Manager Options pursuant to the Lead Manager Offer, on the terms and conditions in Section 7.3.

Section 1.10

PACGOLD LIMITED PROSPECTUS 513979009v1 120978894 PAGE xx PACGOLD LIMITED PROSPECTUS 513979009v1 120978894 PAGE xxi


WHAT ARE THE OFFER DETAILS

What is the Public Offer? The Public Offer is for an initial public offering of 24 million Shares by the Company at an issue price of $0.25 each to raise up to $6 million (before associated costs).

Sections 1.1 and 1.3

What is the Incentive Options Offer?

This Prospectus includes a separate offer of 4,100,000 Options to Incentive Options Offer Participants (or their respective nominees) upon the successful completion of the Public Offer as part of their agreed remuneration packages under the Incentive Options Offer. The Incentive Options Offer is being made under this Prospectus to remove the need for an additional disclosure document to be issued upon the sale or transfer of any Options, or any Shares issued upon exercise of any Options into Shares, that are issued under the Incentive Options Offer.

Section 1.2

What is the Lead Manager Offer?

This Prospectus also includes a Lead Manager Offer of up to a minimum of 960,000 Lead Manager Options and a maximum of 1,440,000 Lead Manager Options for a nil issue price, exercisable at $0.31 each and expiring 3 years from the date of Admission to the Lead Manager (or its nominees).

The Lead Manager Options are being issued as part consideration for lead manager services provided to the Company in connection with the Public Offer under the Lead Manager Mandate, which is summarised in Section 6.1.

The Lead Manager Offer is being made under this Prospectus to remove the need for an additional disclosure document to be issued upon the sale of any Options (or any Shares issued upon exercise of any Options into Shares) that are issued under the Lead Manager Offer.

Section 1.3

What is the Offer Price? $0.25 per Share. Section 1.1

What is the Minimum Subscription amount under the Public Offer?

The Public Offer is conditional on the Company raising the minimum subscription of $4 million (before costs) (Minimum Subscription). If the Company fails to raise the Minimum Subscription within four months after the Prospectus Date, the Company will either repay the Application Monies (without interest) to Applicants or issue a supplementary prospectus or replacement prospectus and allow Applicants one month to withdraw their Applications and have their Application Monies refunded to them (without interest).

Section 1.4

Will the Shares be quoted? Application will be made to ASX within seven days of the date of this Prospectus for Official Quotation of the Shares the subject of the Public Offer.

Important Information Section

What is the purpose of the Offers?

The purpose of the Public Offer is to:

(a) raise the Minimum Subscription (before associated costs of the Public Offer);

(b) assist the Company to meet the requirements of ASX and satisfy Chapters 1 and 2 of the Listing Rules, as part of the Company’s application for Admission; and

(c) position the Company to seek to achieve the objectives detailed in Section 2.4.

Section 1.5



What are the conditions of the Offers?

The Offers under this Prospectus are conditional upon the following events occurring:

(a) the Company raising the Minimum Subscription under the Public Offer (refer to Section 1.4); and

(b) (b) the ASX providing the Company with a list of conditions which, once satisfied, will result in ASX admitting the Company to the Official List.

If these conditions are not satisfied then the Offers will not proceed and the Company will repay all Application Monies received under the Public Offer in accordance with the Corporations Act.

Section 1.6

Are there any escrow arrangements?

Yes, there are compulsory escrow arrangements under the ASX Listing Rules. None of the Shares issued pursuant to the Public Offer are expected to be restricted securities.

As at the Prospectus Date, the Company anticipates approximately 11,900,000 Shares and 5,540,000 Options will be subject to 24 months’ escrow from the date of Admission and approximately 5,053,000 Shares will be subject to 12 months’ escrow from the date those Shares were issued.

The Company will announce to ASX full details (quantity and duration) of any Shares required to be held in escrow.

Section 1.19

What is the Offer period? An indicative timetable for the Offers is set out on page xi of this Prospectus. Indicative Timetable

Is the Offer underwritten None of the Offers are underwritten. Section 1.11

ADDITIONAL INFORMATION

Will the Company be adequately funded after completion of the Offer?

The Board believes that the funds raised from the Public Offer will provide the Company with sufficient working capital to achieve its stated objectives as detailed in Section 2.4.

Section 1.7

What rights and liabilities attach to the Securities on issue?

All Shares issued under the Public Offer will rank equally in all respects with existing Shares on issue.

The terms and conditions of the issue of the Incentive Options and Lead Manager Options are set out in Sections 7.2 and 7.3 respectively.

Upon exercise of the Incentive Options and Lead Manager Options, the resulting Shares will rank equally in all respects with existing Shares on issue.

The rights and liabilities attaching to the Shares are described in Section 7.1.

Sections 7.1, 7.2 and 7.3

Who is eligible to participate in the Offers?

The Offer is open to investors with a registered address in Australia and, subject to various restrictions, investors with registered addresses in Hong Kong and Singapore.

The Incentive Options Offer is only open to the ESIP Participants (or their respective nominees).

The Lead Manager Offer is only open to the Lead Manager (or its nominees).

Section 1.13

PACGOLD LIMITED PROSPECTUS 513979009v1 120978894 PAGE xxii PACGOLD LIMITED PROSPECTUS 513979009v1 120978894 PAGE xxiii



How do I apply for Shares under the Public Offer?

Applications for Shares under the Public Offer can only be made using the relevant Application Form accompanying this Prospectus.

Applications under the Public Offer must be for a minimum of 8,000 Shares ($2,000) and then in increments of 2,000 Shares ($500).

Payments must be made in Australian dollars and may be paid by BPAY®. No brokerage, stamp duty or other costs are payable by Applicants.

Section 1.13

What is the allocation policy?

The Directors, in conjunction with the Lead Manager, will allocate Shares under the Public Offer at their sole discretion with a view to ensuring an appropriate Shareholder base for the Company going forward (subject to any regulatory requirements).

There is no assurance that any Applicant will be allocated any Shares, or the number of Shares for which it has applied. The Company reserves the right to reject any Application or to issue a lesser number of Shares than those applied for. Where the number of Shares issued is less than the number applied for, surplus Application Monies will be refunded (without interest) as soon as reasonably practicable after the relevant Closing Date.

Subject to the satisfaction of the conditions to the Offers outlined in Section 1.6, Shares under the Public Offer are expected to be allotted on the Issue Date. It is the responsibility of Applicants to determine their allocation prior to trading in the Shares issued under the Public Offer. Applicants who sell Shares before they receive their holding statements do so at their own risk.

Section 1.14

When will I receive confirmation that my Application has been successful?

Holding statements confirming allocations under the Public Offer will be sent to successful Applicants as required by ASX. Holding statements are expected to be issued to Shareholders on or about Monday, 28 June 2021.

Indicative Timetable Section and Section 1.17

What is the Company’s dividend policy?

The Company does not expect to pay dividends in the near future as its focus will primarily be on exploration of the Project and future acquisitions.Any future determination as to the payment of dividends by the Company will be at the discretion of the Directors and will depend on the availability of distributable earnings, operating results and the financial condition of the Company, future capital requirements and general business and other factors considered relevant by the Directors. No assurance in relation to the payment of dividends or franking creditsattaching to dividends can be given by the Company.

Section 2.6

How can I find out more about the Prospectus or the Public Offer?

This Prospectus provides information for potential investors in the Company and should be read in its entirety. If, after reading this Prospectus, you have any questions about any aspect of an investment in the Company, please contact your stockbroker, accountant or independent financial adviser.

Questions relating to the Public Offer and the completion of an Application Form can be directed to the Share Registry on 1300 040 682 (within Australia) and +61 3 9415 4036 (outside Australia) betweenMonday to Friday from 8.30am to 5.00pm (AEST).

Section 1.25

PACGOLD LIMITED PROSPECTUS 513979009v1 120978894 PAGE 24 PACGOLD LIMITED PROSPECTUS 513979009v1 120978894 PAGE 25

1 Details of the Offers1.1 Public Offer

This Prospectus relates to an initial public offering of up to 24 million Shares by the Company at an issue price of $0.25 each to raise up to $6 million (before associated costs) (Public Offer). The Public Offer is subject to a minimum subscription of $4 million (before costs) (refer to Section 1.4 for further details).

The Shares to be issued pursuant to the Public Offer are of the same class and will rank equally with the existing Shares on issue. The rights and liabilities attaching to the Shares are further described in Section 7.1.

Taylor Collison Limited has been appointed as Lead Manager to the Public Offer on the terms and conditions summarised in Section 6.1. Applications for Shares under the Public Offer must be made on the Application Form accompanying this Prospectus and received by the Company on or before the Closing Date.

Further details and instructions on how to apply for Shares, and the allocation of Shares, under the Public Offer are set out in Sections 1.13 and 1.14 respectively.

1.2 Incentive Options OfferThe Company has agreed to issue 4,100,000 Options (Incentive Options) to the Incentive Options Offer Participants (or their respective nominees) under the Incentive Options Offer upon completion of the Public Offer.

The terms and conditions of the Incentive Options are described in Section 7.2. If the Incentive Options are exercised, the resultant Shares will be of the same class and will rank equally in all respects with the existing Shares in the Company. The rights and liabilities attaching to the Shares are further described in Section 7.1.

Only the Incentive Options Offer Participants (or their respective nominees) may accept the Incentive Options Offer. The Incentive Options Offer is being made under this Prospectus to remove the need for an additional disclosure document to be issued upon the sale or transfer of any Options, or any Shares issued upon exercise of any Options into Shares, that are issued under the Incentive Options Offer.

A personalised Application Form will be issued to the Incentive Options Offer Participants together with a copy of this Prospectus. No application monies are payable under the Incentive Options Offer.

1.3 Lead Manager Offer Pursuant to the Lead Manager Mandate, the Company will issue the Lead Manager (or its nominees) a minimum of 960,000 and up to a maximum of 1,440,000 Lead Manager Options for nil issue price, exercisable at $0.31 each and expiring on the date that is 3 years from the date of Admission and otherwise on the terms set out in Section 7.3. The Lead Manager Options will not be quoted however the resulting Shares issued upon exercise of those Options will be quoted.

The Lead Manager Offer is being made under this Prospectus to remove the need for an additional disclosure document to be issued upon the sale of any Options (or any Shares issued upon exercise of any Options into Shares) that are issued under the Lead Manager Offer.

The Shares issued upon exercise of the Lead Manager Options will be of the same class and will rank equally with the existing Shares on issue. Refer to Section 7.1 for a summary of the rights and liabilities attaching to the Shares. Only the Lead Manager or its nominees may accept the Lead Manager Offer. A personalised Application Form will be issued to the Lead Manager or nominees together with a copy of this Prospectus.

1.4 Minimum SubscriptionThe minimum subscription under the Public Offer is $4 million (being 16 million Shares) (Minimum Subscription).

None of the Securities will be issued pursuant to the Offers under this Prospectus if Applications are not received for the Minimum Subscription. Should Applications for the Minimum Subscription not be received within three months from the date of this Prospectus, the Company will either repay the Application Monies (without interest) to Applicants or issue a supplementary prospectus or replacement prospectus and allow Applicants one month to withdraw their Applications and have their Application Monies refunded to them (without interest).

1.5 Purpose of the Public OfferThe purpose of the Public Offer is to:

(a) raise the Minimum Subscription (before associated costs of the Public Offer); (b) assist the Company to meet the requirements of ASX and satisfy Chapters 1 and 2 of the Listing Rules, as part of the

Company’s application for Admission; and(c) position the Company to seek to achieve the objectives detailed in Section 2.4.

1.6 Conditional OffersThe Offers under this Prospectus are conditional upon the following events occurring:

(a) the Company raising the Minimum Subscription under the Public Offer (refer to Section 1.4); and(b) the ASX providing the Company with a list of conditions which, once satisfied, will result in ASX admitting the Company to

the Official List.

If these conditions are not satisfied then the Public Offer will not proceed and the Company will repay all Application Monies received under the Public Offer without interest, in accordance with the Corporations Act.

1.7 Proposed Use of funds Following the Public Offer, it is anticipated that the following funds will be available to the Company:

Source of funds Minimum Subscription (A$’000)

Maximum Subscription(A$’000)

Existing cash reserves 700 700

Proceeds from the Public Offer 4,000 6,000

Total funds available 4,700 6,700

Note:1. Total funds available is exclusive of $650,000 restricted cash in an environmental bond. Please see Section 6.3 for further details.

The following table shows the intended use of funds in the two year period following admission of the Company to the Official List:

Use of fundsMinimum Subscription Maximum Subscription

(A$’000) % (A$’000) %

YEAR 1

Exploration expenditure1 1,372 54.4% 2,285 64.2%

Corporate costs2 611 24.2% 612 17.2%

Estimates expenses of the Public Offer3 541 21.4% 663 18.6%

Total – Year 1 2,524 100% 3,560 100%

YEAR 2

Exploration expenditure 1,118 65.6% 2,082 78.0%

Corporate costs2 586 34.4% 586 22.0%

Total – Year 2 1,704 100% 2,668 100%

Total funds allocated 4,228 - 6,228 -

Surplus working capital4 472 472

Total 4,700 6,700


Notes:1. See Section 2.5 for further information.2. Working capital includes general costs associated with the management and operation of the business including administration

expenses, rent and other associated costs. Working capital also includes surplus funds.3. Expenses paid or payable by the Company in relation to the Offers is set out in Section 7.8.4. To the extent that:

(i) the Company’s exploration activities warrant further exploration; or(ii) the Company is presented with additional acquisition opportunities, the Company’s working capital will fund such further exploration and acquisition costs.

The above table is a statement of current intentions as at the Prospectus Date. Investors should note that, as with any budget, the allocation of funds set out in the above tables may change depending on a number of factors, including market conditions, the development of new opportunities and/or any number of other factors (including the risk factors outlined in Section 3). Actual expenditure levels may differ significantly from the above estimates depending on the level of exploration success.The Board believes that the funds raised from the Public Offer will provide the Company with sufficient working capital to achieve its stated objectives as detailed in this Prospectus.

The use of further equity funding may be considered by the Board where it is appropriate to accelerate a specific project or strategy.

Based on the intended use of funds detailed above, the amounts raised pursuant to the Public Offer will provide the Company sufficient funding for approximately 2 years’ operations. As the Company has no operating revenue, the Company will require further financing in the future. See Section 3.1(b) for further details about the risks associated with the Company’s future capital requirements.

1.8 No Forecast Financial InformationThe Directors have considered the matters detailed in ASIC Regulatory Guide 170 and believe that they do not have a reasonable basis to forecast future earnings on the basis that the operations of the Company are inherently uncertain. Accordingly, any forecast or projection information would contain such a broad range of potential outcomes and possibilities that it is not possible to prepare a reliable best estimate forecast or projection.

The Directors consequently believe that, given these inherent uncertainties, it is not possible to include reliable forecasts in this Prospectus.

Refer to Section 2.5 for further information in respect to the Company’s proposed activities.

1.9 Capital Structure

Minimum Subscription Maximum Subscription

Securities % Securities %

Existing Shares on issue1,2 25,366,250 61.3% 25,366,250 51.4%

Shares offered under the Public Offer 16,000,000 38.7% 24,000,000 48.6%

Total Shares on issue at Admission 41,366,250 100% 49,366,250 100%

Existing Options on issue Nil - Nil -

Incentive Options offered under the Incentive Options Offer3 4,100,000 81% 4,100,000 74%

Lead Manager Options offered under the Lead Manager Offer4 960,000 19% 1,440,000 26%

Total Options on issue at Admission 5,060,000 100% 5,540,000 100%

Notes:1. See Sections 4.6 (Interests of Directors and senior management) and 7.5 (substantial Shareholders) for further details relating to

the Company’s current capital structure.2. See Section 7.1 for the terms of the Shares.3. See Section 7.2 for the terms of issue of the Incentive Options.4. See Section 7.3 for the terms of issue of the Lead Manager Options.

1.10 Lead Manager’s interests in the OffersTaylor Collison Limited (Lead Manager) is lead manager to the Company in respect of the Public Offer. The Lead Manager is party to the Lead Manager Mandate that is summarised in Section 6.1.

(a) Fees paid or payable to Lead Manager Pursuant to the Lead Manager Mandate, the Company will pay the following fees to the Lead Manager in connection with

the Public Offer:

Fees Amount Minimum Subscription


Management Fee1 1% of funds raised $40,000 $60,000

Capital Raising Fee2 (payable) 5% of funds raised Up to $200,000 Up to $300,000

Total - $240,000 $360,000

Notes:1. A management fee of 1% of the amount raised under the Public Offer, to be paid only on the issue of any Shares under the IPO 2. A capital raising fee of 5% of the amount raised under the Public Offer, to be paid only on the issue of any Shares under the IPO.

The Company has also agreed to issue the Lead Manager (or its nominees) Lead Manager Options equal to 6% of the aggregate number of Shares placed under the Public Offer, exercisable at $0.31 each within 3 years of Admission on the terms and conditions set out in Section 7.3.

(b) Lead Manager’s interests in Securities As at the Prospectus Date, the Lead Manager (and its associates) does not have a relevant interest in the Company’s Shares.

Based on the information available to the Company as at the Prospectus Date regarding the Lead Manager’s intentions in relation to the Public Offer, and assuming:

(i) only the Minimum Subscription is achieved under the Public Offer; and (ii) neither the Lead Manager nor its associates take up Shares under the Public Offer,

the Lead Manager and its associates will not hold any Shares and will hold 960,000 Lead Manager Options at Admission.

(c) Lead Manager’s participation in previous placements The Lead Manager has not participated in a placement of Securities by the Company in the 2 years preceding lodgement of this

Prospectus.

1.11 Underwriting

The Offers are not underwritten.

1.12 Subscription AgreementThe Company has entered into a subscription agreement with RCF Opportunities Fund L.P (RCF) pursuant to which RCF has agreed to subscribe for a total of 4,000,000 Shares under the Public Offer representing a $1,000,000 investment in the Company.

Please refer to Section 6.9 for a summary of the material terms of the subscription agreement.

1.13 Applications

(a) General Applications for Shares under the Public Offer can be made using the Application Form accompanying this Prospectus or

otherwise provided by the Company. The Application Form must be completed in accordance with the instructions set out on the form.

No brokerage, stamp duty or other costs are payable by Applicants. All Application Monies will be paid into a trust account.


For further information on how to complete the Application Form, Applicants should refer to the instructions set out on the form.

(b) Submit an online Application Form and pay with BPAY® For online applications, investors can apply online with payment made electronically via BPAY®. Investors applying online will

be directed to use an online Application Form and will be given a BPAY® biller code and a customer reference number (CRN) unique to the online Application once the online Application Form has been completed.

BPAY® payments must be made from an Australian dollar account of an Australian institution. Using BPAY® details, Applicants must:

(i) access their participating BPAY® Australian financial institution either via telephone or internet banking; (ii) select to use BPAY® and follow the prompts to enter the biller code and unique CRN that corresponds to the online

Application Form; (iii) enter the amount to be paid which corresponds to the value of Shares under the online Application Form; (iv) select which account payment is to be made from; (v) schedule the payment to occur on the same day that the online Application Form is completed. Applications without

payment will not be accepted; and (vi) record and retain the BPAY® receipt number and date paid.

Applicants should confirm with their Australian financial institution whether there are any limits on the Applicant’s account that

may limit the amount of any BPAY® payment and the cut off time for the BPAY® payment.

Investors can apply online by following the instructions at [insert] and completing a BPAY® payment. If payment is not made via BPAY®, the Application will be incomplete and will not be accepted. The online Application Form and BPAY® payment must be completed and received by no later than the Closing Date.

The Company accepts no responsibility for any failure to receive Application Monies by BPAY® before the Closing Date arising as a result of, among other things, processing of payments by financial institutions.

(c) Public Offer The Public Offer is open to the general public in Australia and subject to the provisions outlined in Section 1.15, certain eligible

investors in Hong Kong and Singapore.

Applications under the Public Offer must be for a minimum of 8,000 Shares ($2,000) and then in increments of 2,000 Shares ($500). Payments must be made in Australian dollars and may be paid by BPAY®. No brokerage, stamp duty or other costs are payable by Applicants. Persons wishing to apply for Shares should refer to Section 1.13(a) and the relevant Application Form for further details and instructions.

(d) Incentive Options Offer Only the Incentive Options Offer Participants (or their respective nominees) may accept the Incentive Options Offer. A

personalised application form in relation to the Incentive Options Offer will be issued to the Incentive Options Offer Participants together with a copy of this Prospectus.

No monies are payable for the Incentive Options under the Incentive Options Offer.

(e) Lead Manager Offer Only the Lead Manager (and/or its nominees) may accept the Lead Manager Offer.

A personalised Application Form in relation to the Lead Manager Offer will be provided to Lead Manager, together with a copy of this Prospectus. The Lead Manager will be separately advised of the application procedures for the Lead Manager Offer.

1.14 Allocation and issue of SharesThe Directors, in consultation with the Lead Manager, will allocate Shares with a view to ensuring an appropriate Shareholder base for the Company going forward. The allocation of Shares will be influenced by the following factors:

(a) the number of Shares applied for; (b) the overall level of demand for the Public Offer; (c) the desire for a spread of investors, including institutional investors; and(d) the desire for an informed and active market for trading Shares following completion of the Public Offer.

Other than RCF who has entered into a subscription agreement with the Company (refer to Section 1.12), there is no assurance that any Applicant will be allocated any Shares, or the number of Shares for which it has applied. The Company reserves the right to reject any Application or to issue a lesser number of Shares than those applied for. Where the number of Shares issued is less than the number applied for, surplus Application Monies will be refunded (without interest) as soon as reasonably practicable after the Closing Date.

Subject to the matters in Section 1.6, Shares under the Public Offer are expected to be allotted on the Issue Date. It is the responsibility of Applicants to determine their allocation prior to trading in the Shares issued under the Public Offer. Applicants who sell Shares before they receive their holding statements do so at their own risk.

1.15 Overseas Applicants(a) International offer restrictions

This Prospectus does not constitute an offer of Securities in any jurisdiction in which it would be unlawful. In particular, this Prospectus may not be distributed to any person, and the Securities may not be offered or sold, in any country outside Australia except to the extent permitted below.

It is the responsibility of any overseas Applicant to ensure compliance with all laws of any country relevant to his or her Application. The return of a duly completed Application Form will be taken by the Company to constitute a representation and warranty that there has been no breach of such law and that all necessary approvals and consents have been obtained.

(b) Hong KongThis document has not been, and will not be, registered as a prospectus under the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) of Hong Kong, nor has it been authorised by the Securities and Futures Commission in Hong Kong pursuant to the Securities and Futures Ordinance (Cap. 571) of the Laws of Hong Kong (SFO). No action has been taken in Hong Kong to authorise or register this Prospectus or to permit the distribution of this Prospectus or any documents issued in connection with it. Accordingly, the Securities have not been and will not be offered or sold in Hong Kong other than to “professional investors” (as defined in the SFO and any rules made under that ordinance).

No advertisement, invitation or document relating to the Securities has been or will be issued, or has been or will be in the possession of any person for the purpose of issue, in Hong Kong or elsewhere that is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to Securities that are or are intended to be disposed of only to persons outside Hong Kong or only to professional investors. No person allotted Securities may sell, or offer to sell, such securities in circumstances that amount to an offer to the public in Hong Kong within six months following the date of issue of such Securities.

The contents of this Prospectus have not been reviewed by any Hong Kong regulatory authority. You are advised to exercise caution in relation to the Public Offer. If you are in doubt about any contents of this Prospectus, you should obtain independent professional advice.

(c) SingaporeThis document and any other materials relating to the Securities have not been, and will not be, lodged or registered as a prospectus in Singapore with the Monetary Authority of Singapore. Accordingly, this Prospectus and any other document or materials in connection with the offer or sale, or invitation for subscription or purchase, of Securities, may not be issued, circulated or distributed, nor may the Securities be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore except pursuant to and in accordance with exemptions in Subdivision (4) Division 1, Part XIII of the Securities and Futures Act, Chapter 289 of Singapore (SFA), or as otherwise pursuant to, and in accordance with the conditions of any other applicable provisions of the SFA.


This document has been given to you on the basis that you are (i) an “institutional investor” (as defined in the SFA) or (ii) an “accredited investor” (as defined in the SFA). If you are not an investor falling within one of these categories, please return this Prospectus immediately. You may not forward or circulate this Prospectus to any other person in Singapore.

Any offer is not made to you with a view to the Securities being subsequently offered for sale to any other party. There are on-sale restrictions in Singapore that may be applicable to investors who acquire Securities. As such, investors are advised to acquaint themselves with the SFA provisions relating to resale restrictions in Singapore and comply accordingly.

1.16 Application Monies for Public OfferApplication Monies will be held in trust in a special purpose account until Shares are issued or transferred to successful Applicants.

Applicants whose Applications are not accepted, or who are allocated a lesser dollar amount of Shares than the amount applied for, will be mailed (or otherwise in the Company’s discretion provided with) a refund (without interest) of all or part of their Application Monies, as applicable.

No refunds pursuant solely to rounding will be provided. Interest will not be paid on any monies refunded and any interest earned on Application Monies pending the allocation or refund will be retained by the Company.

It is your responsibility to ensure that your BPAY® payment or electronic funds transfer payment is received by the Share Registry by no later than 5.00pm (AEST) on the Closing Date. You should be aware that your financial institution may implement earlier cut off times with regard to electronic payment, and you should therefore take this into consideration when making payment.

1.17 CHESS and Issuer SponsorshipThe Company will apply to participate in CHESS. All trading on the ASX will be settled through CHESS ASX Settlement, a wholly-owned subsidiary of the ASX, operates CHESS in accordance with the Listing Rules and the ASX Settlement Operating Rules. On behalf of the Company, the Share Registry will operate an electronic issuer sponsored sub-register and an electronic CHESS sub-register. The two sub-registers together make up the Company’s principal register of securities.

Under CHESS, the Company will not issue certificates to Shareholders. Rather, holding statements (similar to bank statements) will be sent to Shareholders as soon as practicable after allotment. Holding statements will be sent either by CHESS (for Shareholders who elect to hold Shares on the CHESS sub-register) or by the Company’s Share Registry (for Shareholders who elect to hold their Shares on the issuer sponsored sub-register). The statements will set out the number of existing Shares (where applicable) and the number of new Shares allotted under this Prospectus and provide details of a Shareholder’s holder identification number (for Shareholders who elect to hold Shares on the CHESS sub-register) or Shareholder reference number (for Shareholders who elect to hold their Shares on the issuer sponsored sub-register).

Updated holding statements will also be sent to each Shareholder at the end of each month in which there is a transaction on their holding, as required by the Listing Rules.

1.18 ASX Listing and Official QuotationWithin seven days after the date of this Prospectus, the Company will apply to ASX for admission to the Official List and for the Shares, including those offered by this Prospectus, to be granted Official Quotation (apart from any Shares that may be designated by ASX as restricted securities). The Company does not intend to apply for quotation of any of the Incentive Options or Lead Manager Options on the ASX. If ASX does not grant permission for Official Quotation within three months after the date of this Prospectus (or within such longer period as may be permitted by ASIC) none of the Shares offered under this Prospectus will be allotted and issued. If no allotment and issue is made, all Application Monies will be refunded to Applicants (without interest) as soon as practicable.

ASX takes no responsibility for the contents of this Prospectus. The fact that ASX may grant Official Quotation is not to be taken in any way as an indication of the merits of the Company or the Shares offered pursuant to this Prospectus.

1.19 Escrow ArrangementsASX will classify certain existing Shares on issue in the Company (as opposed to those to be issued under this Prospectus) as being subject to the restricted securities provisions of the Listing Rules. Classified Shares would be required to be held in escrow for up to 24 months and would not be able to be sold, mortgaged, pledged, assigned or transferred for that period without the prior approval of ASX. During the period in which these Shares are prohibited from being transferred, trading in Shares may be less liquid which may impact on the ability of a Shareholder to dispose of their Shares in a timely manner.

None of the Shares issued pursuant to the Public Offer are expected to be restricted securities.

The Company anticipates that upon Admission approximately 16,953,000 Shares will be classified as restricted securities by ASX, which:

(a) based on the Minimum Subscription, comprises approximately 41% of the issued share capital on an undiluted basis, and approximately 36.5% on a fully diluted basis (assuming all Options are issued and exercised and that no other Shares are issued); and

(b) based on the Maximum Subscription, comprises approximately 34.3% of the issued share capital on an undiluted basis, and approximately 30.9% on a fully diluted basis (assuming all Options are issued and exercised and that no other Shares are issued).

Prior to the Company’s Shares being admitted to quotation on the ASX, the Company will enter into restriction deeds with certain recipients of the restricted securities in accordance with Chapter 9 of the Listing Rules. The Company will announce to ASX full details (quantity and duration) of any Shares required to be held in escrow.

As at the Prospectus Date, the Company expects approximately 11,900,000 Shares and 5,540,000 Options will be subject to 24 months’ escrow from the date of Admission and approximately 5,053,000 Shares will be subject to 12 months’ escrow from the date the Shares were issued.

The Company’s free float at the time of Admission will not be less than 20%.

1.20 Taxation ImplicationsThe Directors do not consider it appropriate to give Applicants advice regarding the taxation consequences of subscribing for Shares.

The Company, its advisers and its officers do not accept any responsibility or liability for any such taxation consequences to Applicants. As a result, Applicants should consult their professional tax adviser in connection with subscribing for Shares.

1.21 WithdrawalThe Directors may at any time decide to withdraw this Prospectus and the Public Offer in which case the Company will return all Application Monies (without interest) within 28 days of giving notice of their withdrawal.

1.22 RisksProspective investors should be aware that an investment in the Company should be considered highly speculative and involves a number of risks inherent in the various business segments of the Company. Section 3 details the key risk factors which prospective investors should be aware of. It is recommended that prospective investors consider these risks carefully before deciding whether to invest in the Company.

This Prospectus should be read in its entirety as it provides information for prospective investors to decide whether to invest in the Company. If you have any questions about the desirability of, or procedure for, investing in the Company please contact your stockbroker, accountant or other independent adviser.

1.23 Privacy DisclosureBy completing and returning an Application Form, you will be providing personal information directly or indirectly to the Company, the Share Registry, and related bodies corporate, agents, contractors and third party service providers of the foregoing (Collecting Parties). The Collecting Parties will collect, hold and use that information to assess your Application, service your needs as a Security holder and to facilitate distribution payments and corporate communications to you as a Security holder.

By submitting an Application Form, you authorise the Company to disclose any personal information contained in your Application Form (Personal Information) to the Collecting Parties where necessary, for any purpose in connection with the Offers, including processing your Application and complying with applicable law, the Listing Rules, the ASX Settlement Operating Rules and any requirements imposed by any applicable regulatory authority.


If you do not provide the information required in the Application Form, the Company may not be able to accept or process your Application.

If the Public Offer is successfully completed, your Personal Information may also be used from time to time and disclosed to persons inspecting the register of Security holders, including bidders for your Shares in the context of takeovers, regulatory authorities, authorised securities brokers, print service providers, mail houses and the Share Registry.

Any disclosure of Personal Information made for the above purposes will be on a confidential basis and in accordance with the Privacy Act 1988 (Cth) and all other legal requirements. If obliged to do so by law or any public authority, Personal Information collected from you will be passed on to third parties strictly in accordance with legal requirements. Once your Personal Information is no longer required, it will be destroyed or de-identified. As at the Prospectus Date, the Company does not anticipate that Personal Information will be disclosed to any overseas recipient.

Subject to certain exemptions under law, you may have access to Personal Information that the Collecting Parties hold about you and seek correction of such information. Access and correction requests, and any other queries regarding this privacy statement, must be made in writing to the Share Registry at the address set out in the Corporate Directory of this Prospectus. A fee may be charged for access.

The Share Registry’s complete privacy policy is available at the Share Registry’s website, www.computershare.com/au/privacy. Further details about the Share Registry’s privacy policy including how to access and correct your personal information, and information on the privacy complaints handling procedure, may also be emailed to the Privacy Officer at [email protected].

1.24 Paper Copies of ProspectusThe Company will provide paper copies of this Prospectus (including any supplementary or replacement document) and the relevant Application Form to investors upon request and free of charge. Requests for a paper copy form should be directed to the Share Registry on 1300 040 682 (within Australia) and +61 3 9415 4036 (outside Australia) between Monday to Friday from 8.30am to 5.00pm (AEST).

1.25 EnquiriesThis Prospectus provides information for potential investors in the Company, and should be read in its entirety. If, after reading this Prospectus, you have any questions about any aspect of an investment in the Company, please contact your stockbroker, accountant or independent financial adviser.

Questions relating to the Public Offer and the completion of an Application Form can be directed to the Share Registry on 1300 040 682 (within Australia) and +61 3 9415 4036 (outside Australia) between Monday to Friday from 8.30am to 5.00pm (AEST).


2 Company and Project Overview2.1 Background

The Company was incorporated on 25 September 2019 under the name ‘Alice River Resources Pty Ltd’ in Victoria as a gold exploration company. The Company converted into an unlisted public company and changed its name to ‘Pacgold Limited’ on 2 December 2020.

In December 2020, the Company acquired 100% of the Alice River Project located in Queensland (Project), further details of which are outlined in Section 6.4.

The Company’s Board comprises Ms Cathy Moises (Non-Executive Chair), Mr Tony Schreck (Managing Director) and Messrs Shane Goodwin and Michael Pitt (Non-Executive Directors). The Chief Financial Officer is Ms Suzanne Yeates and the Company Secretary is Ms Catherine Garde. Further information about the Board and its officers are set out in Section 4.

2.2 Corporate StructureAt Admission, the Company’s corporate structure will comprise only one entity, being the Company.

2.3 Overview of the Project(a) Tenements

The Project consists of 13 tenements (eight mining leases and five exploration permits) (Tenements) with an area of 377 km2, located approximately 400 km northwest of Cairns, at the northern end of the Northeast Queensland Mineral Province, comprising the tenement interests set out in Schedule 3.

The Tenements are 100% legally and beneficially owned by the Company. Details of the Tenements, which are considered to be prospective for gold, are set out below:

Licence No. Area Status Application / grant date Expiry date Registered

holder

EPM 14313 10 s/b Granted 13-07-2005 12-07-2024 Company (100%)





ML 2901 2.88 ha Granted 29-04-1982 30-04-2024 Company (100%)








Horn Island(0.5Moz)

Ravenswood(10Moz)

Mt Wright(1Moz)Pajingo

(5Moz)

Mt Leyshon(5Moz)

Charters Towers(10Moz)

Kidston(5Moz)

Georgetown(0.5Moz)

Croydon(1Moz)

Red Dome/Mungana(2Moz)

Palmer River(2Moz)

LEGEND

Kidston(5Moz)

ALICE RIVER GOLD PROJECT

Figure 1: Project location map

A comprehensive summary of regional and local geology, historical mining and historical exploration pertaining to the Tenements is contained in the Independent Geologist Report in Schedule 3. A comprehensive summary of the status of the Tenements can be found in the Solicitors’ Report on Mining Tenements in Schedule 2.


(b) Alice River Gold Project(i) Location and accessThe Project is situated within the Northeast Queensland Mineral Province which contains several multi Moz gold deposits to the south e.g., Charters Towers, Pajingo, Kidston, and Ravenswood.

The Project is located approximately 400 km northwest of Cairns and 130 km west of Laura in north Queensland. Access is via sealed roads to Laura, then approximately 150 km of high quality unsealed roads to the west of Laura. On site, there is an exploration camp, minor infrastructure remaining from previous mining, and a nearby serviced airstrip suitable for small aircraft.

(ii) GeologyGold mineralisation is associated with the Alice River Shear Zone which extends over more than 30km within the Project and is mostly concealed by shallow sand cover. The gold is generally hosted in quartz veins and minor quartz breccias, up to 10m wide and is associated with quartz-sericite-epidote alteration zones which extend 50-70m around the mineralised veins.

(iii) Previous exploration and miningThe Project is centred on the Alice River Goldfield which was discovered in 1903 and produced 93.3kg of gold to 1917.

Cyprus Gold Australia completed the majority of drilling (RAB, RC, DD) on the project in the late 1980’s targeting the historical goldfield. Regional geochemical and RAB drilling was also completed.

Cyprus joint ventured the project to Beckstar Pty Ltd (subsidiary of Goldminco) who recovered 30,330 Oz Au at 5.6g/t Au from shallow open pit mining of the AQ prospect (formerly named Alice Queen). Between 1991 and 1998 additional drilling and trenching was completed on several prospects. Beckstar mined alluvial and colluvial gold ores between 1999 and 2001 and recovered 2,750 oz Au with production ceasing due to several issues including very low historical gold prices.

Tinpitch Pty Ltd (ACN 096 734 306) (Tinpitch) acquired the Project in 2001 and completed limited exploration and joint ventured the project to Spitfire Materials Limited in 2017 who completed RC drilling before withdrawing from the joint venture to focus on their gold projects in Western Australia.

High-grade gold was intersected in previous shallow drilling at the Central and Southern targets (refer to Figure 4 below) with results including:

Central Target• 5m @ 67.3g/t Au from 43m (ARD2)• 16m @ 6.8g/t Au from 30m, inc. 4m @ 11.2g/t Au from 30m and 4m @ 14.9g/t Au from 38m (ARRC-70)

Southern Target• 8m @ 55.9g/t Au from 18m, inc. 4m @ 111g/t Au from 18m (ARRC-33)• 4m @ 22.7g/t Au from 32m (ARRC-45)• 18m @ 4.6g/t Au from 16m inc 8m @ 8.4g/t Au from 26m (ARAT-158)

A summary of significant drillhole intersections is presented in the Independent Geologist Report in Table 7-3 and all significant drillhole intersections are presented in Appendix 3 of the Independent Geologist Report in Schedule 3. Further details of previous work on the Project is set out in sections 7 and 8 of the Independent Geologist Report in Schedule 3.

(iv) Prospectivity and work planThe Project is centred on the historical Alice River Goldfield, with high-grade gold intersected in previous drilling across several prospects on the Project.

Gold has been intersected in historical regional scout drilling along the 30km-long Alice River Shear Zone with Pacgold’s initial focus on three priority targets covering 7km of the gold bearing shear zone (see Figures 2 and 3 below):

(A) Central Target – Strong geophysical targets along strike from open pit mine and down-plunge extensions to high-grade gold mineralisation. First phase drilling of 2,000m RC + 200m DD is planned.

(B) Southern Target – Broad untested gold surface geochemical anomalies 1.7km x 200m. First phase drilling of 1,500m RC is planned.

(C) Northern Target – 2km-long interpreted vein system under shallow cover; not previously recognised. First phase drilling of 500m RC is planned.

Please refer to the proposed work program and budget in section 9 of the Independent Geologist Report in Schedule 3.

Figure 3: Alice River Gold Project showing the main gold targets Figure 4: Priority exploration focus with targets and significant drillhole intersections


2.4 Business strategy/objectives of the CompanyFollowing Admission, the Company’s primary focus will be on the Project and specifically, the targets which have been generated along the gold-bearing Alice River Shear Zone. The objective of the initial phase of drilling is to test new targets along strike and down plunge from previous gold drill intersections which have potential to lead toward a significant discovery or step change value addition to the Project.

The Company’s investment strategy is to explore and develop its existing Tenements and to leverage its exploration and corporate skills to maximise the value of the Project for the Shareholders. Further details of these programs are set out in Section 2.5 below.

2.5 Proposed Exploration BudgetsThe Company proposes to fund its intended activities as outlined in the tables below from the proceeds of the Public Offer. It should be noted that the budgets will be subject to modification on an ongoing basis depending on the results obtained from exploration undertaken. This will involve an ongoing assessment of the Company’s Project and may lead to increased or decreased levels of expenditure on the Project. Subject to the above, the following budget takes into account the proposed expenses over the next 2 years following Admission on a Minimum Subscription and Maximum Subscription basis.

Minimum Subscription Maximum Subscription

Expenditure Year 1($’000)

Year 2($’000)

Total($’000)

Year 1($’000)

Year 2($’000)

Total($’000)

Geophysics 130 Nil 130 200 100 300

Tenement fees 220 220 440 220 220 440

Mapping and geochemistry 26 Nil 26 26 Nil 26

Stakeholder and Environmental 50 50 100 60 60 120

Metallurgical and Mining Studies 16 24 40 18 32 50

Drilling 930 824 1,754 1,761 1,670 3,431

Total 1,372 1,118 2,490 2,285 2,082 4,367

2.6 Dividend PolicyThe Company does not expect to pay dividends in the near future as its focus will primarily be on growing the existing businesses.

Any future determination as to the payment of dividends by the Company will be at the discretion of the Directors and will depend upon matters such as the availability of distributable earnings, the operating results and financial condition of the Company, future capital requirements, general business and other factors considered relevant by the Directors. No assurances are given in relation to the payment of dividends, or that any dividends may attach franking credits.

3 Risk FactorsAs with any share investment, there are risks involved. This Section identifies the major areas of risk associated with an investment in the Company, however, should not be taken as an exhaustive list of the potential risk factors to which the Company and its Shareholders are exposed. Potential investors should read the entire Prospectus and consult their professional advisers before deciding whether to apply for Shares.

Any investment in the Company under this Prospectus should be considered highly speculative.

3.1 Risks specific to the Company(a) Limited operating history The Company was incorporated on 25 September 2019 and therefore has limited operational and financial history on which

to evaluate its business and prospects.

The prospects of the Company must be considered in light of the risks, expenses and difficulties frequently encountered by companies in the early stages of their development, particularly in the mineral exploration sector, which has a high level of inherent risk and uncertainty. No assurance can be given that the Company will achieve commercial viability through the successful exploration on, or mining development of, the Project. Until the Company is able to realise value from the Project, it is likely to incur operational losses.

(b) Future capital requirements The Company has no operating revenue and is unlikely to generate any operating revenue unless and until its Project, or

future projects, are successfully developed and production commences. The future capital requirements of the Company will depend on many factors including its business development activities. The Company believes its available cash and the net proceeds of the Public Offer should be adequate to fund its business development activities, exploration program and other Company objectives in the short term as stated in Section 1.7.

In order to successfully develop the Project and for production to commence, the Company will require further financing in the future, in addition to amounts raised pursuant to the Public Offer (particularly if only the Minimum Subscription is met). Any additional equity financing may be dilutive to Shareholders, may be undertaken at lower prices than the then market price (or Offer Price) or may involve restrictive covenants which limit the Company’s operations and business strategy. Debt financing, if available, may involve restrictions on financing and operating activities.

Further, under the SPA, the Company is required to pay Tinpitch Pty Ltd (ACN 096 734 306) (Vendor) up to a total of $2,250,000 in deferred cash consideration, subject to the Company meeting certain milestones in relation to the definition of a JORC Code compliant resource for the Project (see Section 6.4 for a summary of these milestones). There is no guarantee that the Company will have sufficient cash reserves to pay the Vendor if and when these milestones are met and, as such, the Company may need to raise or secure financing to comply with its obligations under the SPA.

No assurances can be made that appropriate capital or funding, if and when needed, will be available on terms favourable to the Company or at all. If the Company is unable to obtain additional financing as needed, it may be required to reduce the scope of its activities and this could have a material adverse effect on the Company’s activities, including resulting in the Tenements being subject to forfeiture, and could affect the Company’s ability to continue as a going concern.

The Company may undertake additional offerings of Shares or securities convertible into Shares in the future. The increase in the number of Shares issued and outstanding and the possibility of sales of such Shares may have a depressive effect on the price of Shares. In addition, as a result of such additional Shares, the voting power of the Company’s existing Shareholders will be diluted.


(c) Title risks Interests in exploration and mining tenements in Queensland are evidenced by the granting of licences, leases, permits or

authorities.

Each of the Company’s Tenements has been granted for a specific term and carries rental, annual expenditure and reporting commitments, as well as other conditions imposed under the relevant regulation applying in Queensland. The Company could face penalties, lose title to or its interest in the Tenements, or any other tenements that may be acquired by the Company in the future, if such conditions are not met or if insufficient funds are available to meet expenditure commitments.

The Company’s Tenements allow it to carry out particular authorised activities to determine the existence, quality, and quantity of minerals on, in, or under land through various methods.

(d) New projects and potential acquisitions The Company may pursue and assess other new business opportunities in the resources sector. These new business

opportunities may take the form of direct project acquisitions, joint ventures, farm-ins, acquisition of tenements/permits, and/or direct equity participation.

The acquisition of projects (whether completed or not) may require the payment of monies (as a deposit and/or exclusivity fee) after only limited due diligence or prior to the completion of comprehensive due diligence. There can be no guarantee that any proposed acquisition will be completed or be successful. If a proposed acquisition is not completed, monies advanced may not be recoverable, which may have a material adverse effect on the Company.

If an acquisition is completed, the Directors will need to reassess at that time, the funding allocated to the Project and new projects, which may result in the Company reallocating funds from the Project and/or raising additional capital (if available). Furthermore, notwithstanding that an acquisition may proceed upon the completion of due diligence, the usual risks associated with the new project/business activities will remain.

(e) Restricted securities reducing liquidity Subject to the Company being admitted to the Official List and as detailed in Section 1.19, certain Shares on issue prior to

the Offers will be classified by ASX as restricted securities and will be required to be held in escrow for up to 24 months from the date of Official Quotation. During the period in which these Securities are prohibited from being transferred, trading in Shares may be less liquid which may impact on the ability of a Shareholder to dispose of his or her Shares in a timely manner. The Company will announce to the ASX full details (including quantity and duration) of the Securities required to be held in escrow prior to the Shares commencing trading on ASX.

(f) Conflicts of interest The Company Chair is also a director of other companies engaged in mineral exploration and development and mineral

property acquisitions (see Section 4.2). Accordingly, mineral exploration opportunities or prospects of which the Chair becomes aware may not necessarily be made available to the Company in the first instance. Although the Directors have been advised of their fiduciary duties to the Company, there exists actual and potential conflicts of interest among these persons and situations could arise in which their obligations to, or interests in, other companies could detract from their efforts on behalf of the Company.

3.2 Mining industry risks(a) Exploration and development risks Potential investors should understand that mineral exploration and development are high- risk undertakings. There can be

no assurance that exploration and development will result in the discovery of further mineral deposits. Even if an apparently viable deposit is identified, there is no guarantee that it can be economically exploited.

The future exploration and development activities of the Company may be affected by a range of factors, including geological conditions, limitations on activities due to seasonal weather patterns, unanticipated operational and technical difficulties, industrial and environmental accidents, native title process, changing government regulations and many other factors beyond the control of the Company.

The success of the Company will also depend upon the Company having access to sufficient development capital, being able to maintain title to the Project and obtaining all required approvals for its activities. In the event that exploration programs are unsuccessful this could lead to a diminution in the value of the Project, a reduction in the cash reserves of the Company and possible relinquishment of part or all of the Project.

(b) Operating risk The operations of the Company may be affected by various factors, including failure to locate or identify mineral deposits,

failure to achieve predicted grades in exploration and mining, operational and technical difficulties encountered in mining; difficulties in commissioning and operating plant and equipment, mechanical failure or plant breakdown, unanticipated metallurgical problems which may affect extraction costs; adverse weather conditions, industrial and environmental accidents, industrial disputes and unexpected shortages or increases in the costs of consumables, spare parts, plant and equipment.

No assurances can be given that the Company will achieve commercial viability through the successful exploration and/or mining of its Tenement interests. Unless and until the Company is able to realise value from its Project, it is likely to incur ongoing operating losses.

(c) Resource estimation risk At present the Project does not host a mineral resource or reserve estimate. Whilst the Company intends to undertake

exploration activities with the aim of defining a resource, no assurances can be given that the exploration will result in the determination of a resource. Even if a resource is identified, no assurance can be provided that this can be economically extracted. The calculation and interpretation of resource estimates are by their nature expressions of judgment based on knowledge, experience and industry practice. Estimates which were valid when originally calculated may alter significantly through additional fieldwork or when new information or techniques become available. This may result in alterations to development and mining plans, which may in turn adversely affect the Company’s operations.

(d) Metallurgy Metal and/or mineral recoveries are dependent upon the metallurgical process, and by its nature contain elements of

significant risk such as:

(i) identifying a metallurgical process through test work to produce a saleable metal and/or concentrate;(ii) developing an economic process route to produce a metal and/or concentrate; and(iii) changes in mineralogy in the ore deposit can result in inconsistent metal recovery, affecting the economic viability of

the project.

(e) Environmental risks The operations and proposed activities of the Company are subject to State and Federal laws and regulations concerning

the environment. As with most exploration projects and mining operations, the Company’s activities are expected to have an impact on the environment, particularly if advanced exploration or mine development proceeds. It is the Company’s intention to conduct its activities to the highest standard of environmental obligation, including compliance with all environmental laws.

Mining operations have inherent risks and liabilities associated with safety and damage to the environment and the disposal of waste products occurring as a result of mineral exploration and production. The occurrence of any such safety or environmental incident could delay production or increase production costs. Events, such as unpredictable rainfall or bushfires may impact on the Company’s ongoing compliance with environmental legislation, regulations and licences. Significant liabilities could be imposed on the Company for damages, clean-up costs or penalties in the event of certain discharges into the environment, environmental damage caused by previous operations or noncompliance with environmental laws or regulations.


The disposal of mining and process waste and mine water discharge are under constant legislative scrutiny and regulation. There is a risk that environmental laws and regulations become more onerous making the Company’s operations more expensive. Approvals are required for land clearing and for ground disturbing activities. Delays in obtaining such approvals can result in the delay to anticipated exploration programmes or mining activities.

(f) Grant, tenure and forfeiture of licences The ability of the Company to carry out successful exploration and mining activities will depend on the ability to maintain

or obtain tenure to mining titles. The maintenance or issue of any such titles must be in accordance with the laws of the relevant jurisdiction and in particular, the relevant mining legislation. Conditions imposed by such legislation must also be complied with. No guarantee can be given that tenures will be maintained or granted, or if they are maintained or granted, that the Company will be in a position to comply with all conditions that are imposed or that they will not be planted by third parties.

Although the Company has investigated title to all of its Tenements (as detailed in schedule 1 of the Solicitor’s Tenement Report), the Company cannot give any assurance that title to such Tenements will not be challenged or impugned. The Tenements may be subject to prior unregistered agreements or transfers or title may be affected by undetected defects or native title claims.

Further, the Company’s Tenements will be subject to applications for renewal (as the case may be). The renewal or grant of the term of each Tenement is usually at the discretion of the relevant government authority. If a Tenement is not renewed, the Company may suffer significant damage through loss of the opportunity to develop and carry out exploration on that Tenement.

(g) Native title Certain Tenements which the Company has an interest in or will in the future acquire such an interest in, currently or may

relate to areas over which legitimate common law native title rights of Aboriginal Australians exist or is claimed to exist. In respect of areas where native title exists or is claimed, the ability of the Company to gain access to its Tenements

(through obtaining consent of any relevant landowner), or to be granted the necessary tenure to progress from the exploration phase to the development and mining phases of operations may be adversely affected.

Further to this, it is possible that an Indigenous Land Use Agreement (ILUA) may be registered against one or more of the Tenements in which the Company has an interest. The terms and conditions of any such ILUA may be unfavourable for, or restrictive against, the Company. The Directors will closely monitor the potential effect of native title claims involving tenements in which the Company has or may have an interest.

The grant of any future tenure to the Company over areas that are covered by registered claims or determinations will likely

require engagement with the relevant claimants or native title holders (as relevant) in accordance with the Native Title Act.

In addition, determined native title holders may seek compensation under the Native Title Act for the impact of the grant of mining tenements affecting native title rights and interests after the commencement of the Racial Discrimination Act 1975 (Cth).

(h) Heritage risk As described in Part D of the Solicitor’s Tenement Report at Schedule 2, EPM 26266 and ML 2901 overlap recorded cultural

heritage site points. Although these tenements overlap the cultural heritage site points, the Company will not be prevented from proceeding with the Company’s proposed work programme which is described in section 9.1 of the Independent Geologist’s Report at Schedule 3. In addition to those identified sites, there remains a risk that other Aboriginal sites may exist on the land the subject of the Tenements. The existence of such sites may preclude or limit mining activities in certain areas of the Tenements.

(i) Land access risk Land access is critical for exploration and/or exploitation to succeed. It requires both access to the mineral rights and

access to the surface rights. Minerals rights may be negotiated and acquired. In all cases the acquisition of prospective exploration and mining licences is a competitive business, in which proprietary knowledge or information is critical and the ability to negotiate satisfactory commercial arrangements with other parties is often essential. The Company may not be successful in acquiring or obtaining the necessary licences to conduct exploration or evaluation activities outside of the Tenements.

(j) Constrained land risk As described in Part C of the Solicitor’s Tenement Report at Schedule 2, EPM 14313, EPM 15360, EPM 16301 and EPM

26266 partly overlap with a restricted area, which is designated as future National and Regional Parks. In assessing a renewal application for exploration permits in these areas, the Minister may consider the public interest and the prescribed requirements of the constrained land. There is a risk that such renewals are not approved for the areas subject to the overlap and it is in the interests of the Company to submit an application for a production tenure prior to the expiry of the current term of their exploration permit.

(k) Third party tenure risks As the Company’s rights in the Tenements may be obtained by grant by regulatory authorities or be subject to contracts

with third parties, any third party may terminate or rescind the relevant agreement whether lawfully or not and, accordingly, the Company may lose its rights to exclusive use of, and access to any, or all, of the Tenements. Third parties may also default on their obligations under the contracts which may lead to termination of the contracts. Additionally, the Company may not be able to access the Tenements due to natural disasters or adverse weather conditions, political unrest, hostilities or failure to obtain the relevant approvals and consents.

(l) Royalty risk There is a possibility that the Company may need to pay royalties on some or all minerals derived from some of the

Tenements upon the commencement of production from those Tenements. As at the Prospectus Date, in addition to royalties payable to the State of Queensland, the Company has agreed to pay a royalty of 2% to RoyaltyOne on any future gold production from the Tenements, in consideration for RoyaltyOne entering into a deed poll in relation to the acquisition of the Project (for further detail, refer to Section 6.2).

There is a risk that the royalties will have an impact on the economics of progressing any proposed mining operations.

However, the Company has no control over the incurrence of these costs and is unable to predict the magnitude of such costs.

(m) Gold price and demand volatility and exchange rate risks If the Company achieves success leading to mineral production, the revenue it will derive through the sale of commodities

may expose the potential income of the Company to commodity price and exchange rate risks. The price of gold and base metals fluctuate and are affected by numerous factors beyond the control of the Company, such as industrial and retail supply and demand, exchange rates, inflation rates, changes in global economies, confidence in the global monetary system, forward sales of metals by producers and speculators as well as other global or regional political, social or economic events. Future serious price declines in the market values of gold, and other minerals could cause the development of, and eventually the commercial production from, the Company’s Project and the Company’s other properties to be rendered uneconomic.

Depending on the prices of commodities, the Company could be forced to discontinue production or development and may lose its interest in, or may be forced to sell, some of its properties. There is no assurance that, even as commercial quantities of gold and base metals are produced, a profitable market will exist for it.

Furthermore, international prices of various commodities are denominated in United States dollars, whereas the income and expenditure of the Company are and will be taken into account in Australian currency, exposing the Company to the fluctuations and volatility of the rate of exchange between the United States dollar and the Australian dollar as determined in international markets.

In addition to adversely affecting any potential future reserve estimates of the Company and its financial condition, declining commodity prices can impact operations by requiring a reassessment of the feasibility of a particular project. Such a reassessment may be the result of a management decision or may be required under financing arrangements related to a particular project. Even if a project is ultimately determined to be economically viable, the need to conduct such a reassessment may cause substantial delays or may interrupt operations until the reassessment can be completed.

(n) Competition risk The industry in which the Company is involved is subject to domestic and global competition, including major mineral

exploration and production companies. Although the Company will undertake all reasonable due diligence in its business decisions and operations, the Company will have no influence or control over the activities or actions of its competitors, which activities or actions may, positively or negatively, affect the operating and financial performance of the Company’s Project and business.


The Company’s current and future potential competitors may include entities with greater financial and other resources than the Company which, as a result, may be in a better position to compete for future business opportunities. Many of the Company’s competitors not only explore for and produce minerals, but also carry out refining operations and other products on a worldwide basis. There can be no assurance that the Company can compete effectively with these entities.

(o) Third party contractor risks The Company is unable to predict the risk of insolvency or managerial failure by any of the third party contractors used by

the Company in any of its activities or the insolvency or other managerial failure by any of the other service providers used by the Company for any activity. The effects of such failures may have an adverse effect on the Company’s activities.

(p) Reliance on key personnel The Company is reliant on a number of key personnel and consultants, including members of the Board. The loss of one

or more of these key contributors could have an adverse impact on the business of the Company. It may be particularly difficult for the Company to attract and retain suitably qualified and experienced people given the current high demand in the industry and relatively small size of the Company, compared with other industry participants.

(q) Climate change There are a number of climate-related factors that may affect the Company’s business. Climate change or prolonged

periods of adverse weather and climatic conditions (including rising sea levels, floods, hail, drought, water, scarcity, temperature extremes, frosts, earthquakes and pestilences) may have an adverse effect on the Company’s ability to access the Project and therefore the Company’s ability to carry out services.

Changes in policy, technological innovation and consumer or investor preferences could adversely impact the Company’s business strategy, particularly in the event of a transition (which may occur in unpredictable ways) to a lower-carbon economy.

(r) Insurance The Company intends to insure its operations in accordance with industry practice. However, in certain circumstances,

the Company’s insurance may not be of a nature or level to provide adequate insurance cover. The occurrence of an event that is not covered or fully covered by insurance could have a material adverse effect on the business, financial condition and results of the Company. Insurance against all risks associated with mining exploration and production is not always available and where available the costs can be prohibitive.

(s) Unforeseen expenses The Company’s cost estimates and financial forecasts include appropriate provisions for material risks and uncertainties

and are considered to be fit for purpose for the proposed activities of the Company. If risks and uncertainties prove to be greater than expected, or if new currently unforeseen material risks and uncertainties arise, the expenditure proposals of the Company are likely to be adversely affected.

3.3 General risks(a) General economic climate Factors such as inflation, currency fluctuations, interest rates, legislative changes, political decisions and industrial

disruption have an impact on operating costs. The Company’s future income, asset values and share price can be affected by these factors and, in particular, by exchange rate movements.

(b) Securities investments Applicants should be aware that there are risks associated with any securities investment. The prices at which the

Company’s Shares trade may be above or below the Offer Price and may fluctuate in response to a number of factors. Further, the stock market is prone to price and volume fluctuations. There can be no guarantee that trading prices will be sustained. These factors may materially affect the market price of the Shares, regardless of the Company’s operational performance.

(c) Government and legal risk Changes in government, monetary policies, taxation and other laws can have a significant impact on the Company’s assets,

operations and ultimately the financial performance of the Company and its Shares. Such changes are likely to be beyond the control of the Company and may affect industry profitability as well as the Company’s capacity to explore and mine.

The Company is not aware of any reviews or changes that would affect its permits. However, changes in community

attitudes on matters such as taxation, competition policy and environmental issues may bring about reviews and possibly changes in government policies. There is a risk that such changes may affect the Company’s development plans or its rights and obligations in respect of its permits. Any such government action may also require increased capital or operating expenditures and could prevent or delay certain operations by the Company.

(d) Litigation risks The Company is exposed to possible litigation risks including native title claims, tenure disputes, environmental claims,

occupational health and safety claims and employee claims. Further, the Company may be involved in disputes with other parties in the future which may result in litigation. Any such claim or dispute if proven, may impact adversely on the Company’s operations, financial performance and financial position. As at the date of this Prospectus, there are no material legal proceedings affecting the Company and the Directors are not aware of any legal proceedings pending or threatened against or affecting the Company.

(e) Force majeure Force majeure is a term used to refer to an event beyond the control of a party claiming that the event has occurred.

Significant catastrophic events – such as war, acts of terrorism, pandemics, loss of power, cyber security breaches or global threats – or natural disasters - such as earthquakes, fire or floods or the outbreak of epidemic disease – could disrupt the Company’s operations and interrupt critical functions, or otherwise harm the business. To the extent that such disruptions or uncertainties result in delays or cancellations of the deployment of the Company’s products and solutions, its business, results of operations and financial condition could be harmed.

(f) Taxation The acquisition and disposal of Securities will have tax consequences, which will differ depending on the individual financial

affairs of each investor. All potential investors in the Company are urged to obtain independent financial advice about the consequences of acquiring Securities from a taxation point of view and generally. To the maximum extent permitted by law, the Company, its officers and each of their respective advisers accept no liability and responsibility with respect to the taxation consequences of applying for Shares under this Prospectus.

(g) Unforeseen risk There may be other risks which the Directors are unaware of at the time of issuing this Prospectus which may impact on

the Company, its operations and/or the valuation and performance of its Securities.

(h) Infectious diseases The outbreak of coronavirus disease (COVID-19) is having a material effect on global economic markets. The global

economic outlook is facing uncertainty due to the pandemic, which has had and may continue to have a significant impact on capital markets and share price.

The Company’s share price may be adversely affected by the economic uncertainty caused by COVID-19. Further measures to limit the transmission of the virus implemented by governments around the world (such as travel bans and quarantining) may adversely impact the Company’s operations. It could interrupt the Company carrying out its contractual obligations, cause disruptions to supply chains or interrupt the Company’s ability to access capital.


3.4 Speculative investmentThe above list of risk factors ought not to be taken as exhaustive of the risks faced by the Company or by investors in the Company. The above factors, and others not specifically referred to above, may in the future materially affect the financial performance of the Company and the value of the Securities offered under this Prospectus.

Therefore, the Securities to be issued pursuant to this Prospectus carry no guarantee with respect to the payment of dividends, returns of capital or the market value of those Securities. Potential investors should consider that the investment in the Company is highly speculative and should consult their professional advisers before deciding whether to apply for Securities pursuant to this Prospectus.

4.1 Board of DirectorsAs at the date of this Prospectus, the Board comprises:

(a) Ms Cathy Moises - Non-Executive Chair;(b) Mr Tony Schreck – Managing Director;(c) Mr Shane Goodwin – Non-Executive Director; and(d) Mr Michael Pitt – Non-Executive Director.

4.2 Directors’ ProfilesThe names and details of the Directors in office are:

(a) Ms Cathy Moises – Non-Executive Chair Ms Cathy Moises has extensive knowledge and experience within the resource industry, having held senior roles for

a number of the most prominent stock broking firms within Australia including McIntosh (now Merrill Lynch), County Securities (now Citigroup), Evans and Partners, where she was a partner, and most recently worked as Head of Research for Patersons Securities (now Cannacord Genuity).

Ms Moises holds a Bachelor of Science (Honours) with a major in Geology from Melbourne University, and a Diploma of Finance and Investment from the Securities Institute of Australia and currently serves as a Non-Executive Director for ASX listed companies: Arafura Resources Limited (ASX:ARU), Australian Potash Limited (ASX:APC), WA Kaolin Limited (ASX:WAK) and Podium Minerals Limited (ASX:POD).

The Board considers Ms Moises to be an independent Director as she is employed in a non-executive capacity as Non-

Executive Chair.

(b) Mr Tony Schreck – Managing Director Mr Schreck is a Geologist with 30 years’ precious and base metal exploration, management, business development

and discovery experience in remote deserts to jungles located in Australia, the South-Western Pacific islands and North America with successful mid-tiers/majors including North Flinders Mines, Normandy and Newmont.

Mr Schreck has corporate and board experience from co-founding private start-up resource companies (Solomon Islands and Queensland) through to listing on the ASX and a merger with Metal Bank Limited (ASX:MBK). Mr Schreck was the former Managing Director of MBK.

Mr Schreck has a Graduate Diploma in Economic Geology, a Bachelor of Applied Science-Geology and is a member of the Australian Institute of Geoscientists and a graduate of the Australian Institute of Company Directors.

Mr Schreck is not considered to be an independent Director as he is employed in an executive capacity as Managing Director.

(c) Mr Shane Goodwin – Non-Executive Director Mr Goodwin has 10 years’ experience in Mining Corporate Affairs and External Relations for New Century Resources

Limited (ASX:NCZ) (New Century), MMG Limited (ASX:MMG) and Barrick Gold Corporation (TSX:ABX). Mr Goodwin strives to improve relationships with traditional owners at Century Mine, and achieved an agreement to

develop a previously unavailable ore body which had unresolved cultural heritage negotiations.

Mr Goodwin received the Australian Mining Award for Community Interaction for partnership with Waanyi-Downer Joint Venture at Century Mine and is a board member of the Aboriginal Development Benefits Trust, providing economic development opportunities to traditional owners in Gulf of Carpentaria.

The Board considers Mr Goodwin to be an independent Director as he is employed in a non-executive capacity as Non-Executive Director.

4 Board, Management and Corporate Governance


(d) Mr Michael Pitt – Non-Executive Director Mr Pitt is the head of development at New Century Resources Limited, playing an instrumental role in the study,

refurbishment and restart of New Century’s operation from care and maintenance to global top 10 zinc producer in less than three years.

Mr Pitt has experience in financing private resource companies and public company capital raising and debt negotiations. He has held previous roles with BHP (ASX:BHP) in strategic planning and Clean TeQ (ASX:CLQ) in both project delivery and business development.

Mr Pitt has an MBA, Bachelors in Chemical Engineering and Science and a Diploma in Project Management.

The Board considers Mr Pitt to be an independent Director as he is employed in a non- executive capacity as Non-Executive Director.

4.3 Other Key Management PersonnelOther than the Directors, the Company’s other key senior management members are set out below:

(a) Ms Suzanne Yeates – Chief Financial Officer Ms Yeates is a chartered accountant and is the founder and principal of Outsourced Accounting Solutions. Ms Yeates has

worked with public companies for more than 20 years and provides both chief financial officer and company secretarial services to a number of public and private companies.

(b) Ms Catherine Garde – Company Secretary and General Counsel Ms Garde is an experienced lawyer and qualified company secretary with over 12 years’ experience in the legal, risk &

compliance industries. Ms Garde’s previous roles include Deputy General Counsel at Redflex (ASX:RDF), General Manager of Compliance

Programs at Toll Group, a commercial Barrister at the Western Australian Bar and a lawyer in the market integrity team at ASIC.

Ms Garde holds an MBA, Bachelor of Laws & Science (hons), Grad. Dip. of Applied Corporate Governance, and is a graduate

of the Australian Institute of Company Directors.

4.4 Disclosure of DirectorsNo Director has been the subject of any disciplinary action, criminal conviction, personal bankruptcy or disqualification in Australia or elsewhere in the last 10 years which is relevant or material to the performance of their duties as a Director or which is relevant to an investor’s decision as to whether to subscribe for Shares. No Director has been an officer of a company that has entered into any form of external administration as a result of insolvency during the time that they were an officer, or within a 12 month period after they ceased to be an officer.

4.5 Interests of DirectorsExcept as set out in this Prospectus, no Director of the Company (or entity in which they are a partner or director) has, or has had in the two years before the date of this Prospectus, any interests in:

(a) the formation or promotion of the Company; or

(b) property acquired or proposed to be acquired by the Company in connection with its formation or promotion of the Public Offer; or

(c) the Public Offer, and

no amounts have been paid or agreed to be paid and no value or other benefit has been given or agreed to be given to:

(d) any Director to induce him or her to become, or to qualify as, a Director; or

(e) any Director of the Company for services which he or she (or an entity in which they are a partner or director) has provided in connection with the formation or promotion of the Company or the Public Offer.

4.6 Security holdings of Key Management PersonnelKey Management Personnel and their respective associated entities (as defined in the Listing Rules) have the following interests in Shares as at the Prospectus Date:

Key Management Personnel Shares % Shareholding1

Cathy Moises2 625,000 2.5

Tony Schreck 800,000 3.2

Shane Goodwin 1,300,000 5.1

Michael Pitt3 1,681,250 6.5

Catherine Garde4 2,012,500 7.9

Suzanne Yeates 0 0.0

Notes:1. Assuming that there are 25,366,250 Shares on issue at the Prospectus Date.2. Ms Cathy Moises holds 625,000 Shares via Tooradin Park Superannuation Ltd <Tooradin Park Superannuation Fund>.3. Mr Michael Pitt as trustee for the RGR Capital Trust and RGR Family Superfund, holds a total of 1,650,000 Shares, however his

interest has been aggregated with his father, Mr John Pitt (a deemed associate under the Listing Rules), who holds 31,250 Shares.4. Ms Catherine Garde holds nil Shares, however Mr Patrick Walta (a former director) is the spouse of Ms Garde and as trustee for the

FJB and Associates Trust holds 2,012,500 Shares.

Based on the intentions of the Key Management Personnel at the Prospectus Date in relation to the Public Offer and Incentive Options Offer, the Key Management Personnel and their associated entities (as defined in the Listing Rules) will have the following interests in Securities on Admission:

Key Management Personnel Shares

% ShareholdingIncentiveOptionsMinimum

SubscriptionMinimum

Subscription

Cathy Moises1 625,000 1.5% 1.3%300,000 Tranche 1300,000 Tranche 2

Tony Schreck2 820,000 2.0% 1.7%450,000 Tranche 1450,000 Tranche 2

Shane Goodwin1,6 1,340,000 3.2% 2.7%300,000 Tranche 1300,000 Tranche 2

Michael Pitt3 1,881,250 4.5% 3.8%300,000 Tranche 1300,000 Tranche 2

Catherine Garde1,4 2,012,500 4.9% 4.1%600,000 Tranche 1600,000 Tranche 2

Suzanne Yeates5 80,000 0.2% 0.2% 0

Notes:1. Ms Cathy Moises, Mr Shane Goodwin, Ms Catherine Garde and Mr Patrick Walta do not intend to subscribe for Shares under the

Public Offer.2. Mr Tony Schreck intends to subscribe for approximately $5,000 under the Public Offer, being 20,000 Shares.3. Mr Michael Pitt as trustee for the RGR Capital Trust and RGR Family Superfund holds a total of 1,650,000 Shares, however his

interest has been aggregated with his father, Mr John Pitt (a deemed associate under the Listing Rules), who holds 31,250 Shares. Mr Michael Pitt (as trustee) intends to subscribe for $30,000 to $50,000 under the Public Offer, being between 120,000 Shares and 200,000 Shares respectively. The figures in the table above assume Mr Michael Pitt (as trustee) applies for, and is allotted, $50,000 worth of Shares under the Public Offer (being 200,000 Shares) and Mr John Pitt does not participate in the Public Offer.


4. Ms Catherine Garde will hold 600,000 Incentive Options at Admission. Mr Patrick Walta is the spouse of Ms Catherine Garde and is a related party of Ms Garde. Mr Walta is a Director of Raging Bull Group Pty Ltd, which will hold 600,000 Incentive Options at Admission. Therefore the total Incentive Options Ms Garde and her related entities will have on Admission is 1,200,000 Options.

5. Ms Suzanne Yeates intends to subscribe for $20,000 worth of Shares under the Public Offer (being 80,000 Shares).6. Mr Shane Goodwin holds 1,300,000 Shares, however his interest has been aggregated with his father, Mr Michael Goodwin (a

deemed associate under the Listing Rules), who intends to apply for 40,000 Shares (being $10,000). These figures in the table above assume Mr Michael Goodwin applies for and is allotted 40,000 Shares.

4.7 Remuneration of DirectorsMs Cathy Moises was appointed as a Director on 11 February 2021 and has entered into a non- executive director letter of appointment with the Company dated 7 April 2021, pursuant to which Ms Moises will receive remuneration of $3,000 per month excluding statutory superannuation for services provided as Non-Executive Chair of the Company commencing on and from Admission.

Mr Tony Schreck was appointed as a Director on 4 December 2020 and has entered into a consulting agreement with the Company, pursuant to which he is engaged as Managing Director of the Company and entitled to receive a monthly fee of $18,750 (excluding GST). Please refer to Section 6.7(a) for a summary of Mr Schreck’s consultancy agreement.

Messrs Shane Goodwin and Michael Pitt were both appointed as Directors on 28 August 2020 and have entered into a non-executive director letters of appointment with the Company dated 7 April 2021, pursuant to which Messrs Goodwin and Pitt will each receive remuneration of $3,000 per month excluding statutory superannuation for services provided as Non-Executive Directors of the Company commencing on and from Admission. Please refer to Section 6.7(b) for a summary of Messrs Goodwin and Pitt’s non-executive directors letters of appointment.

Ms Cathy Moises and Messrs Tony Schreck, Shane Goodwin and Michael Pitt did not receive any remuneration for the year ended 30 June 2020 because they were appointed to the Board after the financial year. In addition, the Directors did not receive any remuneration for the half year ended 31 December 2020.

The Company commenced payment of Mr Tony Schreck’s monthly fee of $18,750 (excluding GST) in February 2021.

4.8 Related Party TransactionsThe Company has entered into the following related party transactions on arms’ length terms:

(a) letters of appointment with each of its Non-Executive Directors on standard terms (refer to Section 6.7(b) for details);

(b) consulting agreement with Mr Tony Schreck (see section 6.7(a) for details);

(c) deeds of indemnity, insurance and access with each of its Directors and Officers on standard terms (refer to Section 6.10 for details);

(d) consultancy agreement with Raging Bull Group Pty Ltd, an entity controlled by a related party and former director, Mr Patrick Walta (refer to Section 6.5 for details);

(e) royalty deed with RoyaltyOne Pty Ltd, an entity controlled by a related party and former director, Mr Patrick Walta (refer to Section 6.2 for details);

(f) consultancy agreement with Catherine Garde trading as Garde Law, an entity controlled by Company Secretary, Ms Catherine Garde (refer to Section 6.8(a)for details); and

(g) Micromine Mining software agreement with Goldfind Exploration Pty Ltd (ACN 101 395 215), an entity controlled by Managing Director, Mr Tony Schreck (refer to Section 6.6 for details).

At the date of this Prospectus, no other material transactions with related parties and Directors’ interests exist that the Directors are aware of, other than those disclosed in the Prospectus.

4.9 ASX Corporate Governance Council Principles and RecommendationsThe Company has adopted comprehensive systems of control and accountability as the basis for the administration of corporate governance. The Board is committed to administering the Company’s policies and procedures with openness and integrity, pursuing the true spirit of corporate governance commensurate with the Company’s needs.

To the extent applicable, the Company has adopted the 4th edition of the ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations (Recommendations).In light of the Company’s size and nature, the Board considers that the current Board is a cost effective and practical method of directing and managing the Company. As the Company’s activities develop in size, nature and scope, the size of the Board and the implementation of additional corporate governance policies and structures will be reviewed.

The Company’s main corporate governance policies and practices as at the Prospectus Date (effective from the date of Admission) are detailed below. The Company’s full Corporate Governance Plan is available in a dedicated corporate governance information section of the Company’s website at www.pacgold.com.au.

(a) Board of Directors The Board is responsible for the corporate governance of the Company. The Board develops strategies for the Company,

reviews strategic objectives and monitors performance against those objectives. Clearly articulating the division of responsibilities between the Board and management will help manage expectations and avoid misunderstandings about their respective roles and accountabilities.

In general, the Board assumes (amongst others) the following responsibilities:

(i) providing leadership and setting the strategic objectives of the Company;(ii) appointing and when necessary replacing the Executive Directors;(iii) approving the appointment and when necessary replacement, of other senior executives;(iv) undertaking appropriate checks before appointing a person, or putting forward to security holders a candidate for

election, as a Director;(v) overseeing management’s implementation of the Company’s strategic objectives and its performance generally;(vi) approving operating budgets and major capital expenditure;(vii) overseeing the integrity of the Company’s accounting and corporate reporting systems including the external audit;(viii) overseeing the Company’s process for making timely and balanced disclosure of all material information concerning

the Company that a reasonable person would expect to have a material effect on the price or value of the Company’s Securities;

(ix) ensuring that the Company has in place an appropriate risk management framework and setting the risk appetite within which the Board expects management to operate; and

(x) monitoring the effectiveness of the Company’s governance practices.

The Company is committed to ensuring that appropriate checks are undertaken before the appointment of a Director andhas in place written agreements with each Director which detail the terms of their appointment.

(b) Composition of the Board Election of Board members is substantially the province of the Shareholders in general meeting. The Board currently

consists of one Executive Director and three Non-Executive Directors. As at the date of this Prospectus, Messrs Shane Goodwin and Michael Pitt are currently substantial shareholders of the Company (which indicates they will not be Independent directors because their interests may interfere with their capacity to bring an independent judgement). However, upon Admission, Messrs Goodwin and Pitt will not be substantial shareholders of the Company and the Board considers Messrs Goodwin and Pitt independent Directors at Admission. Therefore the Board will comprise of three independent Directors.

As the Company’s activities develop in size, nature and scope, the composition of the Board and the implementation of additional corporate governance policies and structures will be reviewed.


(c) Identification and management of risk The Company is committed to the identification, monitoring and management of risks associated with its business

activities and has established policies in relation to the implementation of practical and effective control systems. The Company has established a Risk Management Policy, which will be made available on the Corporate Governance page of the Company’s website.

(d) Ethical standards The Board is committed to the establishment and maintenance of appropriate ethical standards.

(e) Independent professional advice The Directors, at the Company’s expense, may obtain independent professional advice on issues arising in the course of

their duties. However if the cost of professional advice is likely to exceed $5,000, the Director shall seek authority from the Chair prior to engaging an external expert.

(f) Remuneration arrangements The remuneration of any Executive Director will be decided by the Board, without the affected Executive Director

participating in that decision-making process.

In addition, subject to any necessary Shareholder approval, a Director may be paid fees or other amounts as the Directors determine where a Director performs special duties or otherwise performs services outside the scope of the ordinary duties of a Director (e.g. non-cash performance incentives such as options).

Directors are also entitled to be paid reasonable travel and other expenses incurred by them in the course of the performance of their duties as Directors.

The Board reviews and approves the Company’s remuneration policy in order to ensure that the Company is able to attract and retain executives and Directors who will create value for Shareholders, having regard to the amount considered to be commensurate for an entity of the Company’s size and level of activity as well as the relevant Directors’ time, commitment and responsibility.

The Board is also responsible for reviewing any employee incentive and equity-based plans including the appropriateness

of performance hurdles and total payments proposed.

(g) Trading policy The Board has adopted a policy that sets out the guidelines on the sale and purchase of securities in the Company by its

Key Management Personnel. The policy generally provides that the written acknowledgement of the Chair (or the Board in the case of the Chair) must be obtained prior to trading.

(h) Diversity policy The Board values diversity and recognises the benefits it can bring to the organisation’s ability to achieve its goals.

Accordingly, the Company has set in place a diversity policy. This policy outlines the Company’s diversity objectives in relation to gender, age, cultural background and ethnicity. It includes requirements for the Board to establish measurable

objectives for achieving diversity, and for the Board to assess annually both the objectives, and the Company’s progress in achieving them.

The Company recognises the positive advantages of a diverse workplace and is committed to:

(i) creating a working environment conducive to the appointment of well-qualified employees, Senior Management and Board candidates; and(ii) identifying ways to promote a corporate culture which embraces diversity.

The small size of, and low turnover within, the Company’s workforce are such that it cannot realistically be expected toreflect the degree of diversity within the general population. Given those circumstances, and the current nature and scale ofthe Company’s activities, the Board has formally adopted a diversity policy but has determined that it is not practicable toset measurable objectives for achieving gender diversity. The Board monitors the extent to which the level of diversitywithin the Company is appropriate on an ongoing basis and periodically considers measures to improve it. The Boardwill further consider the establishment of objectives for achieving gender diversity as the Company develops and its circumstances change.

(i) Audit and risk The Company will not have a separate audit or risk committee until such time as the Board is of a sufficient size and

structure, and the Company’s operations are of a sufficient magnitude for a separate committee to be of benefit to the Company. In the meantime, the full Board will carry out the duties that would ordinarily be assigned to that committee under the written terms of reference for that committee, including but not limited to, monitoring and reviewing any matters of significance affecting financial reporting and compliance, the integrity of the financial reporting of the Company, the Company’s internal financial control system and risk management systems and the external audit function.

(j) External audit The Company in general meetings is responsible for the appointment of the external auditors of the Company, and the

Board from time to time will review the scope, performance and fees of those external auditors.

(k) Social media policy The Board has adopted a social media policy to regulate the use of social media by people associated with the Company

or its subsidiaries to preserve the Company’s reputation and integrity. The policy outlines requirements for compliance with confidentiality, governance, legal, privacy and regulatory parameters when using social media to conduct Company business.

(l) Whistleblower policy The Board has adopted a whistleblower protection policy to ensure concerns regarding unacceptable conduct including

breaches of the Company’s code of conduct can be raised on a confidential basis, without fear of reprisal, dismissal or discriminatory treatment. The purpose of this policy is to promote responsible whistle blowing about issues where the interests of others, including the public, or of the organisation itself are at risk.

(m) Anti-bribery and anti-corruption policy The Board has a zero-tolerance approach to bribery and corruption and is committed to acting professionally, fairly and

with integrity in all business dealings. The Board has adopted an anti-bribery and anti-corruption policy for the purpose of setting out the responsibilities in observing and upholding the Company’s position on bribery and corruption provide information and guidance to those working for the Company on how to recognise and deal with bribery and corruption issues.

4.10 Departures from RecommendationsUnder the Listing Rules the Company will be required to provide a statement in its annual financial report or on its website disclosing the extent to which it has followed the Recommendations during each reporting period. Where the Company has not followed a Recommendation, it must identify the Recommendation that has not been followed and give reasons for not following it.

The Company’s compliance and departures from the Recommendations will also be announced prior to Admission.


5 Financial Information 5.1 Introduction

A summary of the Company’s financial information contained in this Section 5 (Financial Information) includes the following:(a) historical financial information being the:

(i) Statements of Profit and Loss for the year ended 30 June 2020 (FY20) and the six month period ended 31December 2019 (H1 FY20) and 31 December 2020 (H1 FY21) (Historical Statement of Profit and Loss);

(ii) Statement of Financial Position as at 31 December 2020 (Historical Statement of Financial Position); and(iii) Statements of Cash Flows for FY20, H1 FY20 and H1 FY21 (Historical Statement of Cash Flows).

(b) pro forma historical financial information being the pro forma historical Statement of Financial Position as at 31December 2020 (Pro forma Historical Balance Sheet), which assumes completion of the Public Offer,

(together, the Historical Financial Information).

The financial information has been prepared by management in Australian Dollars and adopted by the Board. The Board is responsible for the inclusion of all financial information in the Prospectus.

The financial information has been prepared in accordance with the Australian Accounting Standards and the Interpretations issued by the Australian Accounting Standards Board and the Corporations Act.

The significant accounting policies are set out in Section 5.7 below. These policies have been consistently applied to the financial period presented, unless otherwise stated.

The financial information is presented in an abbreviated form insofar as it does not include the disclosures and notes required in anannual financial reported prepared in accordance with Australian Accounting Standards and the Corporations Act.

The Financial Information has been reviewed by BDO Corporate Finance (WA) Pty Ltd in accordance with the Australian Standard on Assurance Engagements ASAE 3450 Assurance Engagements involving Corporate Fundraising and/or Prospective Financial Information.

Investors should note the scope and limitations of the Independent Limited Assurance Report contained in Schedule 1.

The Company’s financial information should be read together with:

(a) the Independent Limited Assurance Report set out in Schedule 1;(b) management’s discussion and analysis set out in Section 5.5;(c) the risk factors described in Section 3; and(d) the other information contained in this Prospectus.

5.2 Historical financial informationThe historical financial information has been extracted from the financial statements for the financial year ended 30 June 2020 and the financial statements for 31 December 2020, including the 31 December 2019 comparable period. The 30 June 2020 financial statements were audited by BDO Audit (WA) Pty Ltd. The 31 December 2020 financial statements (which include the financial information for 31 December 2019 for comparative purposes) have been prepared in accordance with AASB 134 Interim Financial Reporting, and have been reviewed by BDO Audit (WA) Pty Ltd in accordance with Australian Auditing Standards on Review Engagements ASRE 2410 Review of Financial Report performed by the Independent Auditor of the Company.

BDO Audit (WA) Pty Ltd, issued an unmodified audit opinion with respect to the 30 June 2020 financial statements and issued an unmodified review conclusion with respect to the 31 December 2020 financial statements. However, without qualifying its opinions and conclusions with respect to each set of financial statements, BDO Audit Pty Ltd, included an Emphasis of Matter paragraph addressing the uncertainty of ongoing viability without the receipt of funds from capital raising initiatives. With the funds received from the Public Offer through this Prospectus, the Directors are confident that the Company will have sufficient working capital to continue trading as a going concern.

5.3 Historical Statements of Profit or Loss

FY20$

H1 FY20$

H1 FY20$

Continuing operations

Other income - - 3

- - 3

Expenses

Share based payments expense - - (15,000)

Legal fees - - (7,462)

Financing costs - - (11,699)

General and administrative expense (3,745) - (7,661)

Loss before income tax (3,745) - (41,819)

Tax expense - - -

Loss for the year (3,745) - (41,819)

Note:1. Past performance is not a guide to future performance.


5.4 Historical Statements of Cash Flow

FY20$

H1 FY20$

H1 FY20$

Cash flows from operating activities

Receipts from customers - - -

Payments to suppliers and employees (100) - (26,534)

Interest received - - 3

Net cash used in operating activities (100) - (26,531)

Cash flows from investing activities

Payments for exploration assets (188,092) - (67,852)

Payments for security deposits (1,000) - (15,000)

Net cash used in investing activities (189,092) - (82,852)

Cash flows from financing activities

Proceeds from share issues 207,405 - 1,888,796

Share issue transaction costs - - (59,342)

207,405 - 1,829,454

Net increase in cash held 18,213 - 1,720,071

Cash and cash equivalents at the beginning of the financial year - - 18,213

Cash and cash equivalents at the end of the financial year 18,213 - 1,738,284

5.5 Management’s Discussion and Analysis of the Historical Financial Information

(a) General factors affecting the operating results of the Company Section 5.5 sets out a discussion of the key factors which affected the Company’s operating and financial performance during FY20, H1 FY20 and H1 FY21. The discussion of these factors is intended to provide a brief summary only and does not detail all the factors that affected the Company’s historical financial performance, or may affect the Company’s future financial performance.

(b) Statement of Profit and Loss Expenditure incurred in FY20 included company formation costs and audit fee expenses (included in accounts payable as at 31 December 2020).

Expenditure incurred in H1 FY21 included a share-based payment of $15,000 to a related party, Mr Shane Goodwin, beingthe issue of 300,000 Shares at $0.05 per Share, as consideration for consulting services carried out in the half year. Legalfees incurred in H1 FY21 relate to the tenement and company matters. Financing costs of $11,699 relate to the unwindingof the discount booked on recognition of the provision for rehabilitation.

(c) Statement of Cash Flows(i) Cash flow from operating activities Cash flows from operating activities are payments for legal fees, general and administrative expenditure incurred

during the period.(ii) Cash flow from investing activities Expenditure incurred on the Company’s Project has been capitalised as exploration expenditure, and disclosed as cash

flows from investing activities, in accordance with the Company’s accounting policy.(iii) Cash flow from financing activities The issue of a total of 8,000,000 Shares at $0.01 each, 6,840,000 Shares at $0.05 each and 10,526,250 Shares at $0.16

each to sophisticated investors.

5.6 Pro Forma Historical Financial InformationThe Pro forma Historical Financial Information provided in this Prospectus comprises of the Pro forma Statement of Financial Position as at 31 December 2020 as set out in the table below showing the impact of the Public Offer and the associated impacts as if they had occurred at 31 December 2020.

The Pro forma Historical Financial Information has been derived from the reviewed Statement of Financial Position as at 31 December 2020 adjusted for the following transactions as if they had occurred at 31 December 2020 (pro-forma transactions):

(a) The issue of a minimum of 16,000,000 Shares and a maximum of 24,000,000 Shares at an issue price of $0.25 per Share to raise between $4,000,000 and $6,000,000 cash before expenses of the Public Offer. All Shares issued pursuant to this Prospectus will be issued as fully paid.

(b) Total cash costs expected to be incurred in connection with the preparation of the Prospectus and ASX listing of Shares are between $541,000 (minimum) and $663,000 (maximum) and non-cash costs (Lead Manager Options) are estimated between $134,000 (minimum) and $202,000 (maximum). Of these share issue costs it is estimated that between $491,000 (minimum) and $709,000 (maximum) will be classified as share issue costs in equity, relating to the issue of new Shares. The remaining costs of $184,000 (minimum) or $156,000 (maximum) will be charged to profit or loss, relating to the listing of existing Shares. The options were valued using the Black Scholes model with key inputs of and underlying share price of 25 cents and volatility of 100% the resulting value was 14 cents per Option.

(c) The Company has agreed to issue 4,100,000 Incentive Options to the Incentive Options Offer Participants (or their respective nominees) under the Incentive Options Offer upon completion of the Public Offer. The terms and conditions of the Incentive Options are described in Section 7.2. If the Incentive Options are exercised, the resultant Shares will be of the same class and will rank equally in all respects with the existing Shares in the Company.

Options have been valued using the Black Scholes model with the key inputs being the underlying share price of 25c and volatility of 100%. The resulting values are 15.7 cents per Option for the four year Options (Tranche 1) and 18.1 cents per option for the six year Options (Tranche 2).

(d) Since 31 December 2020, payment of $646,909 Financial Provision Surety to the Queensland Government that was included in trade creditors as at 31 December 2020.

(e) Since 31 December 2020, payment of $182,088 for annual environmental authority fees.


Pro Forma Statement of Financial Position

Reviewed 31 December 2020

Impact of Public Offer

Pro Forma31 December 2020

$Minimum$

Maximum$

Minimum$

Maximum$

Current assets

Cash and cash equivalents 1,738,284 2,635,003 4,513,003 4,373,287 6,251,287

Other receivables 15,900 (5,000) (5,000) 10,900 10,900

Total current assets 1,754,184 2,630,003 4,508,003 4,384,187 6,262,187

Non-current assets

Exploration and evaluation assets 1,030,358 182,088 182,088 1,212,446 1,212,446

Security deposits 662,909 - - 662,909 662,909

Total non-current assets 1,693,267 182,088 182,088 1,875,355 1,875,355

Total assets 3,447,451 2,812,091 4,690,091 6,259,542 8,137,542

Current liabilities

Trade and other payables 760,420 (646,909) (646,909) 113,511 113,511

Total current liabilities 760,420 (646,909) (646,909) 113,511 113,511

Non-current liabilities

Provisions 680,736 - - 680,736 680,736

Total non-current liabilities 680,736 - - 680,736 680,736

Total liabilities 1,441,156 (646,909) (646,909) 794,247 794,247

Net assets 2,006,295 3,459,000 5,337,000 5,465,295 7,343,295

Equity

Issued capital 2,051,859 3,509,000 5,291,000 5,560,859 7,342,859

Reserves - 826,900 894,900 826,900 894,900

Accumulated losses (45,564) (876,900) (848,900) (922,464) (894,464)

Total equity 2,006,295 3,459,000 5,337,000 5,465,295 7,343,295

Note:1. Impact of the Public Offer: As a consequence of the Public Offer, issued capital is expected to increase by between $3.51 million

(minimum) and $5.29 million (maximum) through the issue of new Shares in relation to the Public Offer of between $4 million (minimum) and $6 million (maximum) less the costs of the Public Offer (total $491,000 (minimum) $709,000 (maximum)) that are offset against equity. Costs of the Public Offer include Lead Manager Options (representing 6% of total shares issued under the Public Offer) over Shares that have been valued at between $134,000 (minimum) and 202,000 (maximum). The costs of the Public Offer are estimated at $184,000 (minimum) and $865,000 (maximum), with the remaining $184,000 (minimum) and $156,000 (maximum) of costs which relate to existing equity to be expensed. In addition to the Impacts of the Offers set out above, adjustment has been made for post 31 December events being, the payment of $646,909 in relation to security deposits which were previously recognised as a creditor and the payment of $182,088 for maintaining the Company’s EA which has been capitalised as an exploration and evaluation asset.

The Company has a cash burn of approximately $47,000 per month (excluding the material items adjusted for above) for the period post 31 December 2020.

5.7 Notes to and forming part of the Financial InformationThe following is a summary of the material accounting policies adopted by the Company in the preparation of the financial information. The accounting policies have been consistently applied unless otherwise stated. The financial information is in compliance with the recognition and measurement requirements of Australian Accounting Standards and the Corporations Act.

(a) Basis of Preparation(i) Going concern The financial information has been prepared on a going concern basis which contemplates the continuity of normal

business activities and the realisation of assets and discharge of liabilities in the ordinary course of business. The Company achieved a net loss of $41,819 and net operating cash outflows of $26,531 for the half year ended 31 December 2020. As such, the Company’s ability to continue to adopt the going concern assumption will depend upon a number of matters including the successful closure of its initial public offering.

(ii) Reporting basis and conventions The financial information has been prepared on an accruals basis and is based on historical costs, except for certain

financial instruments measured at fair value.

(b) Accounting Policies(i) Income tax The income tax expense or benefit for the period is the tax payable on that period’s taxable income based on

the applicable income tax rate for each jurisdiction, adjusted by the changes in deferred tax assets and liabilities attributable to temporary differences, unused tax losses and the adjustment recognised for prior periods, where applicable.

Deferred tax assets and liabilities are recognised for temporary differences at the tax rates expected to be appliedwhen the assets are recovered or liabilities are settled, based on those tax rates that are enacted or substantivelyenacted, except for:(A) when the deferred income tax asset or liability arises from the initial recognition of goodwill or an asset or liability in a

transaction that is not a business combination and that, at the time of the transaction, affects neither the accounting nor taxable profits; or

(B) when the taxable temporary difference is associated with interests in subsidiaries, associates or joint ventures, and the timing of the reversal can be controlled and it is probable that the temporary difference will not reverse in the foreseeable future.

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.

The carrying amount of recognised and unrecognised deferred tax assets are reviewed at each reporting date.Deferred tax assets recognised are reduced to the extent that it is no longer probable that future taxable profits will beavailable for the carrying amount to be recovered. Previously unrecognised deferred tax assets are recognised to theextent that it is probable that there are future taxable profits available to recover the asset.

Deferred tax assets and liabilities are offset only where there is a legally enforceable right to offset current taxassets against current tax liabilities and deferred tax assets against deferred tax liabilities; and they relate to thesame taxable authority on either the same taxable entity or different taxable entities which intend to settlesimultaneously.


(ii) Revenue(A) Interest Interest income is recognised as interest accrues using the effective interest 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.

(B) Other income Other income is recognised when it is received or when the right to receive payment is established.

(iii) Current and non-current classification Assets and liabilities are presented in the balance sheet based on current and non-current classification.

An asset is classified as current when: it is either expected to be realised or intended to be sold or consumed in normal operating cycle; it is held primarily for the purpose of trading; it is expected to be realised within 12 months after the reporting period; or the asset is cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least 12 months after the reporting period. All other assets are classified as non-current.

A liability is classified as current when: it is either expected to be settled in normal operating cycle; it is held primarily

for the purpose of trading; it is due to be settled within 12 months after the reporting period; or there is no unconditional right to defer the settlement of the liability for at least 12 months after the reporting period. All other liabilities are classified as non-current.

Deferred tax assets and liabilities are always classified as non-current.

(iv) Cash and cash equivalents Cash and cash equivalents includes cash on hand, deposits held at call with financial institutions, other short-term,

highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value.

For the statement of cash flows presentation purposes, cash and cash equivalents also includes bank overdrafts, which are shown within borrowings in current liabilities on the balance sheet.

(v) Trade and other receivables Trade receivables include amounts due from customers for goods sold and services performed in the ordinary course

of business and the Company has unconditional rights to payment. Receivables expected to be collected within 12 months of the end of the reporting period are classified as current assets.

Trade receivables are initially recognised at fair value and subsequently measured at amortised cost using the effective interest method, less any allowance for expected credit losses. The Company has applied the simplified approach to measuring expected credit losses, which has a lifetime expected loss allowance. To measure the expected credit losses, trade receivables have been grouped based on days overdue and assessed for recoverability based on historical payment received. Other receivables are recognised at amortised cost, less any allowance for expected credit losses.

(vi) Exploration and evaluation assets Exploration and evaluation expenditure incurred is accumulated in respect of each identifiable area of interest. Such

expenditures comprise net direct costs and an appropriate portion of related overhead expenditure but do not include overheads or administration expenditure not having a specific nexus with a particular area of interest. These costs are only carried forward to the extent that they are expected to be recouped through the successful development of the area or where activities in the area have not yet reached a stage which permits reasonable assessment of the existence of economically recoverable reserves and active or significant operations in relation to the area are continuing.

A regular review has been undertaken on each area of interest to determine the appropriateness of continuing to carry forward costs in relation to that area of interest.

A provision is raised against exploration and evaluation assets where the Directors are of the opinion that the carried forward net cost may not be recoverable or the right of tenure in the area lapses. The increase in the provision is charged against the results for the year. Accumulated costs in relation to an abandoned area are written off in full against profit in the year in which the decision to abandon the area is made.

When production commences, the accumulated costs for the relevant area of interest are amortised over the life of the area according to the rate of depletion of the economically recoverable reserves.

(vii) Trade and other payables These amounts represent liabilities for goods and services provided to the Company prior to the end of the financial

year and which are unpaid. Due to their short-term nature they are measured at amortised cost and are not discounted. The amounts are unsecured and are usually paid within 30 days of recognition.

(viii) Provisions Provision for rehabilitation is recognised when the Company has a present legal or constructive obligation as a result

of a past event, it is probable that an outflow of economic resources will be required from the Company and amounts can be estimated reliably. Timing or amount of the outflow may still be uncertain.

Provisions are measured at the estimated expenditure required to settle the present obligation, based on the most reliable evidence available at the reporting date, including the risks and uncertainties associated with the present obligation. 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. Provisions are discounted to their present values, where the time value of money is material.

(ix) Issued capital Ordinary shares are classified as equity.

Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds.

(x) Goods and Services Tax (‘GST’) and other similar taxes Revenues, expenses and assets are recognised net of the amount of associated GST, unless the GST incurred is not

recoverable from the tax authority. In this case it is recognised as part of the cost of the acquisition of the asset or as part of the expense.

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 tax authority is included in other receivables or other payables in the balance sheet.

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 tax authority, are presented as operating cash flows.

Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable to, the tax authority.

(xi) Share-based payments Equity-settled share-based compensation benefits are provided to employees. Equity-settled transactions are awards

of shares, options or performance rights over shares, that are provided to employees in exchange for the rendering of services.

The cost of equity-settled transactions are measured at fair value on grant date.

The cost of equity-settled transactions are recognised as an expense with a corresponding increase in equity over the vesting period.

The cumulative charge to profit or loss is calculated based on the grant date fair value of the award, the best estimate of the number of awards that are likely to vest and the expired portion of the vesting period. The amount recognised in profit or loss for the period is the cumulative amount calculated at each reporting date less amounts already recognised in previous periods.


(xii) Critical accounting estimates and judgements The preparation of the financial statements requires the use of certain critical accounting estimates. It also requires management to exercise its 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 financial statements, such as:

(A) exploration and evaluation costs; and(B) provision for restoration and rehabilitation. Estimates and judgements are continually evaluated and are based on historical experience and other factors,

including reasonable expectation of future events. Management believes the estimates used in preparation of the financial report are reasonable.

(c) Commitments At 31 December 2020 the Company had commitments for payments under exploration permits in existence but not recognised as liabilities totalling $737,315.

(d) Contingent Liabilities(i) Deferred consideration The Company entered into a sale and purchase agreement (SPA) with Tinpitch Pty Ltd (ACN 096 734 306). A summary

of the milestone payments that are payable under the SPA is in Section 6.4.(ii) Royalty Deed The Company entered into a royalty deed (Royalty Deed) with RoyaltyOne Pty Ltd (ACN 611 602 530) (RoyaltyOne)

dated 20 November 2019, pursuant to which the Company agreed to pay a royalty to RoyaltyOne in consideration for RoyaltyOne entering into a deed poll in relation to the acquisition of the Project.

Mr Patrick Walta, a related party and promoter of the Company, is the sole director of RoyaltyOne.

Please refer to Section 6.2 for a summary of the Royalty Deed.

(e) Subsequent Events In addition to the Impacts of the Public Offer set out above, adjustment has been made for the following material post 31 December events being, the payment of $646,909 in relation to security deposits which were previously recognised as a creditor and the payment of $182,088 for maintaining the Company’s EA which has been capitalised as an exploration and evaluation asset.

The Company has a cash burn of approximately $47,000 per month (excluding the material items adjusted for above) for the period post 31 December 2020.

No other matters or circumstances have arisen since 31 December 2020 that have significantly affected, or may

significantly affect, the operations of the Company, the results of those operations or the state of affairs of the Company in future financial years.

6 Material ContractsThe Directors consider that certain contracts entered into by the Company are material to the Company or are of such a nature that an investor may wish to have particulars of them when assessing whether to apply for Shares under the Public Offer. The provisions of such material contracts are summarised in this Section.

6.1 Lead Manager MandateThe Company entered into a mandate agreement appointing Taylor Collison (Lead Manager) to act as lead manager and bookrunner in respect of the Public Offer on 4 December 2020 (Lead Manager Mandate).

Under the Lead Manager Mandate, the Lead Manager will provide services and assistance customarily provided in connection with marketing and execution of an initial public offer.

The Company will pay the following fees to the Lead Manager (or its nominees) pursuant to the Lead Manager Mandate, subject to the successful completion of the Public Offer:

(a) a management fee of 1% of the amount raised under the Public Offer, to be paid only on the issue of any Shares under the Public Offer; and

(b) a capital raising fee of 5% of the amount raised under the Public Offer, to be paid only on the issue of any Shares under the Public Offer.

In addition, the Company has also agreed to issue the Lead Manager (or its nominees) Lead Manager Options equal to 6% of the fully diluted issued capital of the Company exercisable at $0.31 each, expiring on or before 3 years from the date of Admission on the terms and conditions set out in Section 7.3. The Lead Manager will receive 960,000 Lead Manager Options on a Minimum Subscription Basis and up to a maximum of 1,440,000 Lead Manager Options on a Maximum Subscription Basis.

Please refer to Section 1.10 for a summary of the Lead Manager’s interests in the Public Offer and the Company.

The Lead Manager Mandate contains additional provisions considered standard for agreements of this nature.

6.2 Royalty Deed – RoyaltyOne Pty LtdAlice River Resources Pty Ltd (now known as Pacgold Limited) entered into a royalty deed (Royalty Deed) with RoyaltyOne dated 20 November 2019. Pursuant to the Royalty Deed, the Company agreed to pay a royalty to RoyaltyOne equal to 2% of the net smelter return for each quarter on and from the date of the Royalty Deed in consideration for RoyaltyOne entering into a deed poll, in which RoyaltyOne guaranteed the payment obligations of the Company to Tinpitch in relation to the acquisition of the Project. RoyaltyOne is controlled by Mr Patrick Walta, a related party of the Company (by virtue of being a former director of the Company).

The Royalty Deed contains additional confidentiality provisions considered standard for agreements of this nature.

6.3 Surety DeedOn 6 January 2021, the Company entered into a cash surety deed with the State of Queensland (QLD Government) and Scheme Manager under the Mineral and Energy Resources (Financial Provisioning) Act 2018 (Qld) (Financial Provisioning Act). The Company is a holder of the Environmental Authority number EMPL00870113 (EA) and it is a condition of the EA that the Company gives a surety in the form of a payment of $646,909 cash under the Financial Provisioning Act (Surety).

The Scheme Manager approves the Surety subject to being satisfied that it has received each of the following:

(a) evidence that all security interests registered on the Personal Property Securities Act 2009 (Cth) over property of the Company has been released;

(b) the deed is duly executed by the Company;

(c) evidence that a PPSR registration has been made naming the Queensland Government as secured party in respect of the $646,909 and Surety account; and


(d) written confirmation and agreement from the authorised deposit taking institution with whom the Surety account is held, that that institution will not exercise set-off rights or asset a security interest in relation to the $646,909 or the Surety account in priority to the QLD Government’s interest or security interest in the $646,909 or Surety account.

Pursuant to the deed, the QLD Government may assign its right under the deed to any permitted assignee without the consent of any other party of the deed. However, the Company may not assign or transfer its rights under the deed without the prior written consent of the State.

6.4 Sale and Purchase AgreementOn 7 April 2020, the Company entered into a SPA with unrelated party Tinpitch Pty Ltd (ACN 096 734 306) (Vendor), to acquire the Tenements. The entry into the SPA followed an option agreement that was signed on or about 5 December 2019 pursuant to which the Company exercised an exclusive option to purchase the Tenements.

In consideration for the Tenements, the Company is required to pay the Vendor:

(a) $300,000 if the Company defines a JORC Code compliant resource category of indicated or better of 500,000 troy ounces or more of gold, or a quantity of 500,000 troy ounces or more of gold is mined (Milestone 1 Payment);

(b) $750,000 if the Company defines a JORC Code compliant resource category of indicated or better of 750,000 troy ounces or more of gold, or a quantity of 750,000 troy ounces or more of gold is mined (Milestone 2 Payment). Upon achieving this milestone, the Company will also be required to pay the Milestone 1 Payment if this has not yet been paid; and

(c) $1,200,000 if the Company defines a JORC Code compliant resource category of indicated or better of 1,000,000 troy ounces or more of gold, or a quantity of 1,000,000 troy ounces or more of gold is mined (Milestone 3 Payment). The Company will also be required to pay both Milestone 1 and 2 Payments if these payments have not been paid.

Under the SPA, and in part consideration for the acquisition of the Project, the Company also agreed to arrange for the assignment or transfer of the Vendor’s Environmental Authority permit which is required to undertake mining activities in Queensland and replace the financial assurance of $646,909 that the Vendor had lodged with the Queensland Department of Environment and Science in respect of the Environmental Authority.

Pursuant to the SPA, neither party can assign or transfer its rights under the SPA without the prior written consent of the other party. The SPA contains additional confidentiality provisions considered standard for agreements of this nature. Pursuant to the Queensland Department of Resources:

(i) EPN 16301 and 26266 was approved by the department on 21 August 2020 and registered on 21 October 2020. EPN 14313, 15359 and 15360 was approved by the department on 21 August 2020 and registered on 22 October 2020;

and(ii) ML 2901, 2902, 2907, 2908, 2957, 2958, 3010 and 3011 was approved by the department on 21 August 2020 and

registered on 22 January 2021.

6.5 Consulting Agreement – Raging Bull Group Pty LtdThe Company entered into a consultancy agreement with Raging Bull Group Pty Ltd (ACN 645 960 318) (RBG) pursuant to which RBG will provide assistance with the execution of the Public Offer, provide management and strategic advice with respect to the exploration and development of the Company’s assets as well as assist with the general promotion of the Company.

RBG is controlled by Mr Patrick Walta, a related party of the Company (by virtue of being a former director of the Company). RBG will be paid a monthly retainer of $3,000 (exclusive of GST) and a total of 0.6 million Options in the Company on the following terms and conditions:

(a) 300,000 Options exercisable at $0.36 per Share on or before the date which is 48 months after the date of their issue; and

(b) 300,000 Options exercisable at $0.42 per Share, on or before the date which is 72 months after the date of their issue.

The term of the agreement commences on, and from the date the agreement is signed for a minimum of 12 months unless otherwise extended by mutual agreement between the parties, or terminated by giving 7 days’ written notice to the other party. Either Company may also terminate the agreement without notice in circumstances where the other party is in default or in breach of the agreement or has become insolvent within the meaning of the Corporations Act.

6.6 Micromine Software Agreement with Goldfind Exploration Pty Ltd The Company has entered into an agreement with Goldfind Exploration Pty Ltd (ACN 101 395 215) (Goldfind) pursuant to which Goldfind will permit the Company to use its two Micromine Mining software licences (Software Licences).

Goldfind is an associated entity of Mr Tony Schreck who is the Managing Director of the Company.

Under the agreement, the Company has agreed to pay Goldfind the annual Software Licences and subscription fees of $9,800 (estimate for next 12 months excluding GST), and any additional fees and charges associated with the Company’s use of the Software Licences.

6.7 Director agreements(a) Consulting Agreement – Mr Tony Schreck The Company has entered into a consulting agreement with Goldfind dated 4 March 2021, pursuant to which Mr Tony

Schreck will act as Managing Director of the Company and be responsible for the overall management and supervision of the activities, operations and affairs of the Company, subject to overall control and direction of the Board.

Pursuant to the agreement, Goldfind is entitled to receive $18,750 per month (excluding GST).

The agreement is for an indefinite term, continuing until terminated by either the Company or Mr Schreck giving not less than three months’ written notice of termination to the other party (or shorter period in limited circumstances). Mr Schreck is also subject to restrictions in relation to the use of confidential information during and after his employment with the Company ceases and being directly or indirectly involved in a competing business during the continuance of his employment with the Company on terms which are otherwise considered standard for agreements of this nature.

In addition, the Board may, in its absolute discretion invite Mr Schreck to participate in the Company’s Plan from time to time in his capacity as Managing Director, subject to compliance with the Corporations Act and Listing Rules.

(b) Non-Executive Director Letter of Appointments The Company has entered into non-executive director appointment letters with Ms Cathy Moises and Messrs Shane

Goodwin and Michael Pitt pursuant to which they are each appointed as Non-Executive Directors of the Company.

The Non-Executive Directors will be paid the following fees (exclusive of superannuation) on and from Admission:

(i) Ms Cathy Moises $3,000 per month for services provided as Non-Executive Chair;(ii) Mr Shane Goodwin $3,000 per month for services provided as Non-Executive Director; and(iii) Mr Michael Pitt $3,000 per month for services provided as Non-Executive Director.

The Board may, in its absolute discretion, invite each Non-Executive Director to participate in the Company’s employee securities incentive plan from time to time.

The term of each Non-Executive Director’s appointment is subject to provisions of the Constitution relating to retirement by rotation and re-election of directors and will automatically cease at the end of any meeting at which the Non-Executive Director is not re-elected by Shareholders.

6.8 Other Key Management Personnel Agreements(a) Consulting Agreement – Ms Catherine Garde The Company entered into a consultancy agreement with Ms Catherine Garde trading as Garde Law (ABN 73 160 722 496)

(Garde Law Agreement) pursuant to which Ms Garde is engaged to act as company secretary and general counsel of the Company.

Under the Garde Law Agreement, Ms Garde will be required to provide company secretarial and general counsel services

for a minimum of 50% of ordinary business hours per week together with continuous “on-call” availability as required to deal with time-sensitive obligations, plus additional times as agreed between the parties.

Ms Garde will be paid a monthly retainer of $10,000 (exclusive of GST) and a total of 0.6 million Options in the Company on the following terms and conditions:(i) 300,000 Options exercisable at $0.36 per Share on or before the date which is 48 months after the date of their issue;

and(ii) 300,000 Options exercisable at $0.42 per Share, on or before the date which is 72 months after the date of their issue.


The term of the agreement commences on, and from, the date the agreement is signed and will continue unless terminated by the Company or Ms Garde with 3 months’ written notices. The Company may also terminate the agreement without notice in circumstances where Ms Garde has engaged in, or alleged to have engaged in, serious misconduct or breached a term of the agreement.

Ms Garde is also subject to restrictions in relation to the use of confidential information and intellectual property during and after the arrangement with the Company ceases.

(b) Consulting Agreement – Ms Suzanne Yeates The Company entered into a consultancy agreement with Outsourced Accounting Solutions Pty Ltd (ACN 601 781 944)

(OAS) pursuant to which Ms Suzanne Yeates is engaged to act as chief financial officer of the Company and be responsible for, among other things, attending to all financial and other administrative duties associated with being chief financial officer and assisting with company secretarial duties until 1 July 2021.

Pursuant to the agreement, the Company has agreed to pay OAS an annual fee of $48,000 (exclusive of GST), payable in 12 equal monthly instalments of $4,000, for the services during the term.

The term of the agreement commenced on 1 March 2021 and will continue unless terminated by the Company or OAS by giving not less than one months’ written notices.

6.9 Subscription AgreementOn 13 May 2021, the Company entered into a subscription agreement with RCF Opportunities Fund L.P, pursuant to which RCF agreed to subscribe for a total of 4,000,000 Shares under the Public Offer, in accordance with the terms set out in the Prospectus.

The Company and RCF have the right to terminate under the subscription agreement if either party’s representations or warranties become inaccurate or misleading or there is a breach of the agreement.

6.10 Deeds of indemnity, insurance and accessThe Company is party to a deed of indemnity, insurance and access with each of the Directors, officers and the Company Secretary. Under these deeds, the Company indemnifies each Director and officer to the extent permitted by law against any liability arising as a result of the Director acting as a director of the Company. The Company is also required to maintain insurance policies for the benefit of the relevant Director and must allow the Directors to inspect board papers in certain circumstances. The deeds are considered standard for documents of this nature.

7.1 Rights attaching to SharesA summary of the rights attaching to the Shares is detailed below. This summary is qualified by the full terms of the Constitution (a full copy of the Constitution is available from the Company on request free of charge) and does not purport to be exhaustive or to constitute a definitive statement of the rights and liabilities of Shareholders. These rights and liabilities can involve complex questions of law arising from an interaction of the Constitution with statutory and common law requirements. For a Shareholder to obtain a definitive assessment of the rights and liabilities which attach to the Shares in any specific circumstances, the Shareholder should seek legal advice.

(a) (Ranking of Shares): At the date of this Prospectus, all Shares are of the same class and rank equally in all respects. Specifically, the Shares issued pursuant to this Prospectus will rank equally with existing Shares.

(b) (Voting rights): Subject to any rights or restrictions, at general meetings:

(i) every Shareholder present and entitled to vote may vote in person or by attorney, proxy or representative;

(ii) has one vote on a show of hands; and

(iii) has one vote for every Share held, upon a poll.

(c) (Dividend rights): Shareholders will be entitled to dividends, distributed among members in proportion to the capital paid up, from the date of payment. No dividend carries interest against the Company.

The Company must not pay a dividend unless the Company’s assets exceed its liabilities immediately before the dividend is declared and the excess is sufficient for the payment of the dividend.

(d) (Variation of rights): The rights attaching to the Shares may only be varied by the consent in writing of the holders of three-quarters of the Shares, or with the sanction of a special resolution passed at a general meeting.

(e) (Transfer of Shares): Shares can be transferred upon delivery of a proper instrument of transfer to the Company or by a transfer in accordance with the ASX Settlement Operating Rules. The instrument of transfer must be in writing, in the approved form, and signed by the transferor and the transferee. Until the transferee has been registered, the transferor is deemed to remain the holder, even after signing the instrument of transfer. In some circumstances, the Directors may refuse to register a transfer if upon registration the transferee will hold less than a marketable parcel. The Board may refuse to register a transfer of Shares upon which the Company has a lien.

(f) (General meetings): Shareholders are entitled to be present in person, or by proxy, attorney or representative to attend and vote at general meetings of the Company.

The Directors may convene a general meeting at their discretion. General meetings shall also be convened on requisition as provided for by the Corporations Act.

(g) (Unmarketable parcels): The Company’s Constitution provides for the sale of unmarketable parcels subject to any applicable laws and provided a notice is given to the minority Shareholders stating that the Company intends to sell their relevant Shares unless an exemption notice is received by a specified date.

(h) (Rights on winding up): If the Company is wound up, the liquidator may with the sanction of special resolution, 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 the liquidator considers fair on 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.

(i) (Restricted Securities): a holder of Restricted Securities (as defined in the Listing Rules) must comply with the requirements imposed by the Listing Rules in respect of Restricted Securities.

7 Additional information


7.2 Terms and conditions of Incentive OptionsThe terms of the Incentive Options are set out below. A reference to an Option in this Section refers to an Incentive Option.

(a) (Entitlement): Each Option entitles the holder to subscribe for one fully paid ordinary share in the capital of the Company (Share) upon exercise of the Option.

(b) (Issue Price) No cash consideration is payable for the issue of the Options.

(c) (Exercise Price and Expiry Date): The Options are exercisable as follows:

Exercise Price ($) Expiry Date

Tranche 1 $0.365.00pm (AEST) on the date that is the fourth anniversary of Admission.

An Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

Tranche 2 $0.425.00pm (AEST) on the date that is the sixth anniversary of Admission.

An Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

(d) (Exercise Period): Each Option is exercisable at any time and from time to time on or prior to the Expiry Date.

(e) (Quotation of the Options): No application for quotation of the Options will be made by the Company.

(f) (Transferability of the Options): The Options are not transferable except with the prior written approval of the Company and subject to compliance with the Corporations Act.

(g) (Notice of Exercise): The Options may be exercised by notice in writing to the Company in multiples of 1,000 Options per notice in the manner specified on the Option certificate or as otherwise agreed with the Company (Notice of Exercise) and payment of the Exercise Price for each Option being exercised in Australian currency by electronic funds transfer or other means of payment acceptable to the Company (acting reasonably), including cashless exercise as described in paragraph 7.2(i). Any Notice of Exercise of an Option received by the Company will be deemed to be a notice of the exercise of that Option as at the date of receipt.

(h) (Lodgement instructions): Cheques shall be in Australian currency made payable to the Company and crossed ‘Not Negotiable’. The application for Shares on exercise of the Options with the appropriate remittance should be lodged at the Company’s Share Registry.

(i) (Cashless exercise): Subject to Board approval at the time of exercise, the holder may elect not to be required to provide

payment of the Exercise Price for the number of Options specified in a Notice of Exercise but that on exercise of those Options the Company will allot to the holder that number of Shares equal in value to the positive difference between the then Market Value of the Shares at the time of exercise and the Exercise Price that would otherwise be payable to exercise those Options (with the number of Shares rounded down to the nearest whole Share).

“Market Value” means, at any given date, the volume weighted average price per Share traded on the ASX over the five (5) trading days immediately preceding that given date.

(j) (Shares issued on exercise): Shares issued on exercise of the Options rank equally with the then Shares of the Company.

(k) (Quotation of Shares on exercise): If admitted to the official list of ASX at the time, application will be made by the Company to ASX for quotation of the Shares issued upon the exercise of the Options in accordance with the Listing Rules.

(l) (Timing of issue of Shares): Within 5 business days after the receipt of a Notice of Exercise given in accordance with these terms and conditions and payment of the Exercise Price for each Option being exercised, the Company will:

(i) issue the Shares pursuant to the exercise of the Options; and(ii) do all such acts, matters and things to obtain the grant of quotation of the Shares by ASX in accordance with the

Listing Rules and subject to the expiry of any restriction period that applies to the Shares under the Corporations Act or the Listing Rules.

(m) (Dividend and voting rights): The Options do not confer on the holder an entitlement to vote at general meetings of the Company or to receive dividends.

(n) (Participation in new issues): There are no participation rights or entitlements inherent in the Options and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options, such as bonus issues and entitlement issues.

(o) (Adjustment for bonus issues of Shares): If the Company makes a bonus issue of Shares or other securities to existing Shareholders (other than an issue in lieu or in satisfaction of dividends or by way of dividend reinvestment):

(i) the number of Shares which must be issued on the exercise of an Option will be increased by the number of Shares which the Option holder would have received if the Option holder had exercised the Option before the record date for the bonus issue; and

(ii) no change will be made to the Exercise Price.

(p) (Adjustment for entitlements issue): If the Company makes an issue of Shares pro rata to existing Shareholders (other than as a bonus issue, to which paragraph 7.2(o) will apply) there will be no adjustment of the Exercise Price of an Option or the number of Shares over which the Options are exercisable.

(q) (Adjustments for reorganisation): If there is any reorganisation of the issued share capital of the Company (including consolidation, subdivision, reduction or return), the rights of the Option holders will be changed to the extent necessary to comply with the Listing Rules at the time of reorganisation provided that, subject to compliance with the Listing Rules, following such reorganisation the holder’s economic and other rights are not diminished or terminated.


7.3 Terms and conditions of Lead Manager Options The terms and conditions of the Lead Manager Options are set out below. A reference to an Option in this Section refers to a Lead Manager Option.

(a) (Entitlement): Each Option entitles the holder to subscribe for one fully paid ordinary share in the capital of the Company (Share) upon exercise of the Option.

(b) (Issue Price): No cash consideration is payable for the Lead Manager Options.

(c) (Exercise Price and Expiry Date): The Options have an exercise price of $0.31 each (Exercise Price) and will expire on at 5.00pm (AWST) on or before the day that is three years from the date of admission to the ASX (Expiry Date). An Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

(d) (Exercise Period): Each Option is exercisable at any time and from time to time on or prior to the Expiry Date.

(e) (Quotation of the Options): The Options will be unquoted.

(f) (Transferability of the Options): The Options are not transferable except with the prior written approval of the Company and subject to compliance with the Corporations Act.

(g) (Notice of Exercise): The Options may be exercised by notice in writing to the Company in the manner specified on the Option certificate or as otherwise agreed with the Company (Notice of Exercise) and payment of the Exercise Price for each Option being exercised in Australian currency by electronic funds transfer or other means of payment acceptable to the Company (acting reasonably). Any Notice of Exercise of an Option received by the Company will be deemed to be a notice of the exercise of that Option as at the date of receipt.

(h) (Lodgement instructions): Cheques shall be in Australian currency made payable to the Company and crossed ‘Not Negotiable’. The application for Shares on exercise of the Options with the appropriate remittance should be lodged at the Company’s Share Registry.

(i) (Shares issued on exercise): Shares issued on exercise of the Options rank equally with the then Shares of the Company.

(j) (Quotation of Shares on exercise): If admitted to the official list of ASX at the time, application will be made by the Company to ASX for quotation of the Shares issued upon the exercise of the Options in accordance with the Listing Rules.

(k) (Timing of issue of Shares): Within 5 business days after the receipt of a Notice of Exercise given in accordance with these terms and conditions and payment of the Exercise Price for each Option being exercised, the Company will:

(i) issue the Shares pursuant to the exercise of the Options; and(ii) apply for official quotation on ASX of Shares issued pursuant to the exercise of the Options.

(l) (Participation in new issues): There are no participation rights or entitlements inherent in the Options and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options.

(m) (Adjustment for bonus issues of Shares): If the Company makes a bonus issue of Shares or other securities to existing Shareholders (other than an issue in lieu or in satisfaction of dividends or by way of dividend reinvestment): (A) the number of Shares which must be issued on the exercise of an Option will be increased by the number of Shares

which the Option holder would have received if the Option holder had exercised the Option before the record date for the bonus issue; and

(B) no change will be made to the Exercise Price.

(n) (Adjustment for entitlements issue): If the Company makes an issue of Shares pro rata to existing Shareholders (other than as a bonus issue, to which paragraph (m) will apply) there will be no adjustment of the Exercise Price of an Option or the number of Shares over which the Options are exercisable.

(o) (Adjustments for reorganisation): If there is any reorganisation of the issued share capital of the Company, the rights of the Option holders will be varied in accordance with the Listing Rules.

7.4 Summary of the Company’s Employee Securities Incentive PlanA summary of the terms of the Company’s Employee Securities Incentive Plan (Plan) is set out below. The full terms of the Plan may be inspected at the registered office of the Company during normal business hours.

(a) (Eligible Participant): Eligible Participant means a person that:(i) is an “eligible participant” (as that term is defined in ASIC Class Order 14/1000) in relation to the Company or an

Associated Body Corporate (as that term is defined in ASIC Class Order 14/1000); and(ii) has been determined by the Board to be eligible to participate in the Plan from time to time.

(b) (Purpose): The purpose of the Plan is to:(i) assist in the reward, retention and motivation of Eligible Participants;(ii) link the reward of Eligible Participants to Shareholder value creation; and(iii) align the interests of Eligible Participants with shareholders of the Company (being the Company and each of its

Associated Bodies Corporate), by providing an opportunity to Eligible Participants to receive an equity interest in the Company in the form of Securities.

(c) (Plan administration): The Plan will be administered by the Board. The Board may exercise any power or discretion conferred on it by the Plan rules in its sole and absolute discretion. The Board may delegate its powers and discretion.

(d) (Eligibility, invitation and application): The Board may from time to time determine that an Eligible Participant may participate in the Plan and make an invitation to that Eligible Participant to apply for Securities on such terms and conditions as the Board decides.

On receipt of an Invitation, an Eligible Participant may apply for the Securities the subject of the invitation by sending a completed application form to the Company. The Board may accept an application from an Eligible Participant in whole or in part. If an Eligible Participant is permitted in the invitation, the Eligible Participant may, by notice in writing to the Board, nominate a party in whose favour the Eligible Participant wishes to renounce the invitation.

(e) (Grant of Securities): The Company will, to the extent that it has accepted a duly completed application, grant the Participant the relevant number of Securities, subject to the terms and conditions set out in the invitation, the Plan rules and any ancillary documentation required.

(f) (Terms of Convertible Securities): Each ‘Convertible Security’ represents a right to acquire one or more Shares (for example, under an option or performance right), subject to the terms and conditions of the Plan.

Prior to a Convertible Security being exercised a Participant does not have any interest (legal, equitable or otherwise) in any Share the subject of the Convertible Security by virtue of holding the Convertible Security. A Participant may not sell, assign, transfer, grant a security interest over, collateralise a margin loan against, utilise for the purposes of short selling, enter into a derivative with reference to, or otherwise deal with a Convertible Security that has been granted to them. A Participant must not enter into any arrangement for the purpose of hedging their economic exposure to a Convertible Security that has been granted to them.

(g) (Vesting of Convertible Securities): Any vesting conditions applicable to the grant of Convertible Securities will be described in the invitation. If all the vesting conditions are satisfied and/or otherwise waived by the Board, a vesting notice will be sent to the Participant by the Company informing them that the relevant Convertible Securities have vested. Unless and until the vesting notice is issued by the Company, the Convertible Securities will not be considered to have vested. For the avoidance of doubt, if the vesting conditions relevant to a Convertible Security are not satisfied and/or otherwise waived by the Board, that Convertible Security will lapse.

(h) (Exercise of Convertible Securities and cashless exercise): To exercise a Convertible Security, the Participant must deliver a signed notice of exercise and, subject to a cashless exercise of Convertible Securities (see below), pay the exercise price (if any) to or as directed by the Company, at any time prior to the earlier of any date specified in the vesting notice and the expiry date as set out in the invitation.

At the time of exercise of the Convertible Securities, the Participant may elect not to be required to provide payment of the exercise price for the number of Convertible Securities specified in a notice of exercise, but that on exercise of those Convertible Securities the Company will transfer or issue to the Participant that number of Shares equal in value to the positive difference between the Market Value of the Shares at the time of exercise and the exercise price that would otherwise be payable to exercise those Convertible Securities.


“Market Value” means, at any given date, the volume weighted average price per Share traded on the ASX over the 5 trading

days immediately preceding that given date, unless otherwise specified in an invitation.

A Convertible Security may not be exercised unless and until that Convertible Security has vested in accordance with the Plan rules, or such earlier date as set out in the Plan rules.

(i) (Delivery of Shares on exercise of Convertible Securities): As soon as practicable after the valid exercise of a Convertible Security by a Participant, the Company will issue or cause to be transferred to that Participant the number of Shares to which the Participant is entitled under the Plan rules and issue a substitute certificate for any remaining unexercised Convertible Securities held by that Participant.

(j) (Forfeiture of Convertible Securities): Where a Participant who holds Convertible Securities ceases to be an Eligible Participant or becomes insolvent, all unvested Convertible Securities will automatically be forfeited by the Participant, unless the Board otherwise determines in its discretion to permit some or all of the Convertible Securities to vest.

Where the Board determines that a Participant has acted fraudulently, dishonestly, negligently, or in contravention of a Group policy, or has wilfully breached his or her duties to the Company, the Board may in its discretion deem all unvested Convertible Securities held by that Participant to have been forfeited.

Unless the Board otherwise determines, or as otherwise set out in the Plan rules:

(i) any Convertible Securities which have not yet vested will be forfeited immediately on the date that the Board determines (acting reasonably and in good faith) that any applicable vesting conditions have not been met or cannot be met by the relevant date; and

(ii) any Convertible Securities which have not yet vested will be automatically forfeited on the expiry date specified in the invitation.

(k) (Change of control): If a change of control event occurs in relation to the Company, or the Board determines that such an event is likely to occur, the Board may in its discretion determine the manner in which any or all of the Participant’s Convertible Securities will be dealt with, including, without limitation, in a manner that allows the Participant to participate in and/or benefit from any transaction arising from or in connection with the change of control event.

(l) (Rights attaching to Plan Shares): All Shares issued under the Plan, or issued or transferred to a Participant upon the valid exercise of a Convertible Security, (Plan Shares) will rank pari passu in all respects with the Shares of the same class. A Participant will be entitled to any dividends declared and distributed by the Company on the Plan Shares and may participate in any dividend reinvestment plan operated by the Company in respect of Plan Shares. A Participant may exercise any voting rights attaching to Plan Shares.

(m) (Disposal restrictions on Plan Shares): If the invitation provides that any Plan Shares are subject to any restrictions as to the disposal or other dealing by a Participant for a period, the Board may implement any procedure it deems appropriate to ensure the compliance by the Participant with this restriction.

For so long as a Plan Share is subject to any disposal restrictions under the Plan, the Participant will not:

(i) transfer, encumber or otherwise dispose of, or have a security interest granted over that Plan Share; or(ii) take any action or permit another person to take any action to remove or circumvent the disposal restrictions without

the express written consent of the Company.

(n) (Adjustment of Convertible Securities): If there is a reorganisation of the issued share capital of the Company (including any subdivision, consolidation, reduction, return or cancellation of such issued capital of the Company), the rights of each Participant holding Convertible Securities will be changed to the extent necessary to comply with the Listing Rules applicable to a reorganisation of capital at the time of the reorganisation.

If Shares are issued by the Company by way of bonus issue (other than an issue in lieu of dividends or by way of dividend reinvestment), the holder of Convertible Securities is entitled, upon exercise of the Convertible Securities, to receive an allotment of as many additional Shares as would have been issued to the holder if the holder held Shares equal in number to the Shares in respect of which the Convertible Securities are exercised.

Unless otherwise determined by the Board, a holder of Convertible Securities does not have the right to participate in a prorata issue of Shares made by the Company or sell renounceable rights.

(o) (Participation in new issues): There are no participation rights or entitlements inherent in the Convertible Securities and holders are not entitled to participate in any new issue of Shares of the Company during the currency of the Convertible Securities without exercising the Convertible Securities.

(p) (Amendment of Plan): Subject to the following paragraph, the Board may at any time amend any provisions of the Plan rules, including (without limitation) the terms and conditions upon which any Securities have been granted under the Plan and determine that any amendments to the Plan rules be given retrospective effect, immediate effect or future effect.

No amendment to any provision of the Plan rules may be made if the amendment materially reduces the rights of any Participant as they existed before the date of the amendment, other than an amendment introduced primarily for the purpose of complying with legislation or to correct manifest error or mistake, amongst other things, or is agreed to in writing by all Participants.

(q) (Plan duration): The Plan continues in operation until the Board decides to end it. The Board may from time to time suspend the operation of the Plan for a fixed period or indefinitely, and may end any suspension. If the Plan is terminated or suspended for any reason, that termination or suspension must not prejudice the accrued rights of the Participants.

If a Participant and the Company (acting by the Board) agree in writing that some or all of the Securities granted to that Participant are to be cancelled on a specified date or on the occurrence of a particular event, then those Securities may be cancelled in the manner agreed between the Company and the Participant.

For the purposes of Listing Rule 7.2 Exception 13, for the three year period post Admission, the Company proposes to issue a maximum of 4,936,625 securities under the Plan (equating to approximately 11.93% on a Minimum Subscription Basis and 10% on a Maximum Subscription Basis).

7.5 Effect of the Public Offer on control and substantial ShareholdersThose Shareholders (and their associates) holding an interest in 5% or more of the Shares on issue as at the Prospectus Date are as follows:

Name Shares %

Patrick Walta as trustee of FJB & Associates Trust1 2,012,500 7.9%

Michael Pitt as trustee of RGR Capital Trust and RGR Family Superfund2 1,650,000 6.5%

Kufara Endevours Pty Ltd<The Harris Family Trust>

1,300,000 5.1%

DXB Holdings Pty Ltd 1,300,000 5.1%

Kingslane Pty Ltd <Cranston Superannuation Fund> 1,300,000 5.1%

John Carr 1,300,000 5.1%

Justin Walta 1,300,000 5.1%

Shane Goodwin3 1,300,000 5.1%

Notes:1. Mr Patrick Walta resigned as Director of the Company on 10 April 2021.2. Non-Executive Director Mr Michael Pitt as trustee for the RGR Capital Trust and RGR Family Superfund intends to subscribe for

approximately $30,000 to $50,000 under the Public Offer, being between 120,000 Shares and 200,000 Shares respectively. As at the Prospectus Date, Mr Pitt is a substantial shareholder of the Company however, at Admission, his shareholding will be diluted and will no longer hold a substantial shareholding in the Company.


3. As at the Prospectus Date, Non-Executive Director Mr Shane Goodwin is a substantial shareholder of the Company however, Mr Goodwin does not intend to participate in the Public Offer and, as such, at Admission, Mr Goodwin will be diluted and will no longer hold a substantial shareholding in the Company.

Based on the information known as at the Prospectus Date, and assuming the Minimum Subscription is achieved, it is anticipated than on Admission RCF will be the Company’s only substantial Shareholder holding 9.67% (Minimum Subscription) and 8.10% (Maximum Subscription) on Admission.

7.6 Interests of Promoters, Experts and Advisers

(a) No interest except as disclosed Other than as set out below or elsewhere in this Prospectus, no persons or entity named in this Prospectus as performing

a function in a professional, advisory or other capacity in connection with the preparation or distribution of this Prospectus holds at the Prospectus Date, or held at any time during the last 2 years, any interest in:(i) the formation or promotion of the Company;(ii) property acquired or proposed to be acquired by the Company in connection with its formation or promotion, or the

Public Offer; or(iii) the Public Offer, and the Company has not paid any amount or provided any benefit, or agreed to do so, to any of those

persons for services rendered by them in connection with the formation or promotion of the Company or the Public Offer.

(b) Share registry Computershare Investor Services Pty Limited (Computershare) has been appointed to conduct the Company’s share

registry functions and to provide administrative services in respect to the processing of Applications received pursuant to this Prospectus, and will be paid for these services on standard industry terms and conditions.

(c) Auditor BDO Audit (WA) Pty Ltd (BDO Audit) has been appointed to act as auditor to the Company. The Company estimates it will

pay BDO Audit a total of $11,999 (excluding GST) for these services. During the 24 months preceding lodgement of this Prospectus with ASIC, BDO Audit has not provided any other services to

the Company.

(d) Corporate Lawyers Allens has acted as the corporate lawyers to the Company in relation to the Public Offer. The Company estimates it will pay

Allens $150,000 (excluding GST) for these services. Subsequently, fees will be charged in accordance with normal charge out rates.

(e) Mining and Resources Lawyers Mining Access Legal has acted as the solicitor to the Company in relation to the Public Offer and has prepared the

Solicitor’s Tenement Report which is included in Schedule 2 of this Prospectus. The Company estimates it will pay Mining Access Legal a total of $12,000 (excluding GST) for these services.

During the 24 months preceding lodgement of this Prospectus with ASIC, Mining Access Legal has not provided any other

services to the Company.

(f) Investigating Accountant BDO Corporate Finance (WA) Pty Ltd (BDO Corporate) has acted as Investigating Accountant and has prepared the

Independent Limited Assurance Report which is included in Schedule 1 of this Prospectus. The Company estimates it will pay BDO Corporate a total of $11,500 (excluding GST) for these services.

During the 24 months preceding lodgement of this Prospectus with ASIC, BDO Corporate Finance has not provided any other services to the Company.

(g) Independent Geologist Derisk Geomining Consultants Pty Ltd has acted as Independent Geologist and has prepared the Independent Geologist’s

Report which is included in Schedule 3 of this Prospectus. The Company estimates it will pay Derisk Geomining Consultants a total of $16,000 (excluding GST) for these services.

During the 24 months preceding lodgement of this Prospectus with ASIC, Derisk Geomining Consultants has not provided any other services to the Company.

(h) Lead Manager Taylor Collison has acted as the Lead Manager to the Public Offer. Details of the payments to be made to the Lead Manager

are set out in Sections 1.10 and 6.1.

During 24 months preceding lodgement of this Prospectus with ASIC, the Lead Manager has provided lead manager services to the Company in respect of the seed raising undertaken by the Company in December 2020 to raise a total of $1.68 million via the issue of 10,526,250 Shares at $0.16 each and has been paid $54,342 (excluding GST) in accordance with the Lead Manager Mandate (refer to Sections 1.10 and 6.1).

7.7 Consents

(a) Each of the parties referred to below:(i) does not make the Offers;(ii) does not make, or purport to make, any statement that is included in this Prospectus, or a statement on which a

statement made in this Prospectus is based, other than as specified below or elsewhere in this Prospectus;(iii) to the maximum extent permitted by law, expressly disclaims and takes no responsibility for any part of this

Prospectus other than a reference to its name and a statement contained in this Prospectus with the consent of that party as specified below; and

(iv) has given and has not, prior to the lodgement of this Prospectus with ASIC, withdrawn its consent to the inclusion of the statements in this Prospectus that are specified below in the form and context in which the statements appear.

(b) Share Registry Computershare Investor Services Pty Limited has given, and has not withdrawn prior to the lodgement of this Prospectus

with ASIC, its written consent to being named in this Prospectus as Share Registry of the Company in the form and context in which it is named.

(c) Auditor BDO Audit has given, and has not withdrawn prior to the lodgement of this Prospectus with ASIC, its written consent to

being named in this Prospectus as auditor of the Company in the form and context in which it is named.

(d) Corporate Lawyers Allens has given, and has not withdrawn prior to the lodgement of this Prospectus with ASIC, its written consent to being

named in this Prospectus as the corporate lawyers to the Company in the form and context in which it is named.

(e) Mining and Resources Lawyers Mining Access Legal has given, and has not withdrawn prior to the lodgement of this Prospectus with ASIC, its written

consent to being named in this Prospectus as the mining and resources lawyers to the Company in the form and context in which it is named and has given and not withdrawn its consent to the inclusion of the Solicitor’s Tenement Report in the form and context in which it is included.

(f) Investigating Accountant BDO Corporate has given, and has not withdrawn prior to the lodgement of this Prospectus with ASIC, its written consent

to being named in this Prospectus as the Investigating Accountant to the Company in the form and context in which it is named and has given and not withdrawn its consent to the inclusion of the Independent Limited Assurance Report in the form and context in which it is included.

(g) Independent Geologist Derisk Geomining Consultants has given, and has not withdrawn prior to the lodgement of this Prospectus with ASIC, its

written consent to being named in this Prospectus as the Independent Geologist to the Company in the form and context in which it is named and has given and not withdrawn its consent to the inclusion of the Independent Geologist’s Report and references made to it in the form and context in which it is included.


(h) Lead Manager Taylor Collison has given, and has not withdrawn prior to the lodgement of this Prospectus with ASIC, its written consent to

being named in this Prospectus as the Lead Manager to the Public Offer in the form and context in which it is named.

7.8 Expenses of the OfferThe total approximate expenses of the Offers (including GST) payable by the Company are:

Expense Minimum Subscription A$(‘000)

Maximum Subscription A$(‘000)

ASX quotation and ASIC lodgement fee 77 79

Legal fees1 162 162

Investigating Accountant's fees 18 18

Independent Geologist's fees 16 16

Lead Manager's fees2 240 360

Printing, postage and administration fees 28 28

Total 541 663

Notes:1. Legal fees comprised of: (i) approximately $150,000 fees paid to Allens; and (ii) approximately $12,000 fees paid to the Company’s resources lawyers, Mining Access Legal. 2. Refer to Section 6.1 for a summary of the Lead Manager Mandate.

7.9 Continuous Disclosure ObligationsFollowing Admission, the Company will be a ‘disclosing entity’ (as defined in section 111 AC of the Corporations Act) and, as such, will be subject to regular reporting and disclosure obligations. Specifically, like all listed companies, the Company will be required to continuously disclose any information it has to the market which a reasonable person would expect to have a material effect on the price or the value of the Shares (unless a relevant exception to disclosure applies). Price sensitive information will be publicly released through ASX before it is otherwise disclosed to Shareholders and market participants. Distribution of other information to Shareholders and market participants will also be managed through disclosure to ASX. In addition, the Company will post this information on its website after ASX confirms that an announcement has been made, with the aim of making the information readily accessible to the widest audience.

7.10 LitigationSo far as the Directors are aware, there is no current or threatened civil litigation, arbitration proceedings or administrative appeals, or criminal or governmental prosecutions of a material nature in which the Company is directly or indirectly concerned which is likely to have a material adverse effect on the business or financial position of the Company.

7.11 Electronic ProspectusPursuant to Regulatory Guide 107, ASIC has exempted compliance with certain provisions of the Corporations Act to allow distribution of an Electronic Prospectus on the basis of a paper Prospectus lodged with ASIC and the issue of Shares in response to an electronic application form, subject to compliance with certain provisions. If you have received this Prospectus as an Electronic Prospectus please ensure that you have received the entire Prospectus accompanied by the Application Form. If you have not, please email the Company and the Company will send to you, for free, either a hard copy or a further electronic copy of this Prospectus or both.

The Company reserves the right not to accept an Application Form from a person if it has reason to believe that when that person was given access to the electronic Application Form, it was not provided together with the Electronic Prospectus and any relevant supplementary or replacement prospectus or any of those documents were incomplete or altered. In such a case, the Application Monies received will be dealt with in accordance with section 722 of the Corporations Act.

7.12 Documents available for inspectionCopies of the following documents are available for inspection during normal business hours at the registered office of the Company:

(a) this Prospectus;

(b) the Constitution; and

(c) the consents referred to in Section 7.7 of this Prospectus.

7.13 Statement of DirectorsThe Directors report that after due enquiries by them, in their opinion, since the date of the financial statements in the financial information in Section 5, there have not been any circumstances that have arisen or that have materially affected or will materially affect the assets and liabilities, financial position, profits or losses or prospects of the Company, other than as disclosed in this Prospectus.


8 AuthorisationThe Prospectus is issued by the Company and its issue has been authorised by a resolution of the Directors.

In accordance with section 720 of the Corporations Act, each Director has consented to the lodgement of this Prospectus with ASIC and has not withdrawn that consent.

This Prospectus is signed for and on behalf of the Company by:

Catherine Moises Non-Executive ChairDated: 25 May 2021

9 Glossary of TermsThese definitions are provided to assist persons in understanding some of the expressions used in this Prospectus.

A$ or $ means Australian dollars.

Admission means admission of the Company to the Official List, following completion of the Offers.

AEST means Australian Eastern Standard Time, being the time in Melbourne, Victoria.

Applicant means a person who submits an Application Form.

Application means a valid application for Securities pursuant to this Prospectus.

Application Form means the relevant application form for an Offer provided with a copy of this Prospectus.

Application Monies means application monies for Securities under the Offers received and banked by the Company.

ASIC means the Australian Securities and Investments Commission.

ASX means ASX Limited (ACN 008 624 691) or, where the context requires, the financial market operated by it.

ASX Settlement means ASX Settlement Pty Limited (ACN 008 504 532).

ASX Settlement Rules means ASX Settlement Operating Rules of ASX Settlement Pty Ltd (ABN 49 008 504 532).

Auditor means BDO Audit (WA) Pty Ltd (ACN 112 284 787).

Board means the board of Directors of the Company.

Chair means the chairperson of the Board.

CHESS means the Clearing House Electronic Subregister System operated by ASX Settlement.

Closing Date means the date that the Offers close, which is 5:00 pm (AEST) on Friday, 18 June 2021, or such other time and date as the Board determines.

Company or Pacgold means Pacgold Limited (ACN 636 421 782).

Company Website means www.pacgold.com.au.

Constitution means the constitution of the Company.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the directors of the Company.

EA means Environmental Authority number EMPL00870113.

Electronic Prospectus means the electronic copy of this Prospectus located at the Company’s website www.pacgold.com.au.

Executive Director means an executive director of the Company, as appointed from time to time.

Exploration Results means data and information generated by mineral exploration programmes that might be of use to investors but which do not form part of a declaration of mineral resources or ore reserves (as defined by the JORC Code).

Exposure Period means the period of seven days after the date of lodgement of this Prospectus, which period may be extended by the ASIC by not more than seven days pursuant to section 727(3) of the Corporations Act.

Financial Information means the financial information contained in Section 5.

Financial Provisioning Act means the Mineral and Energy Resources (Financial Provisioning) Act 2018 (Qld).

Garde Law Agreement has the meaning given to that term in Section 6.8.

Goldfind means Goldfind Exploration Pty Ltd (ACN 101 395 215).

GST has the meaning given in A New Tax System (Goods and Services Tax) Act 1999 (Cth).

Historical Financial Information has the meaning given in Section 5.1.

Incentive Options means:(a) (Tranche 1) 2,050,000 Options exercisable at $0.36 each and

expiring on the fourth anniversary of Admission; and

(b) (Tranche 2) 2,050,000 Options exercisable at $0.42 each and expiring on the sixth anniversary of Admission, to be issued under the Incentive Options Offer on the terms and conditions set out in Section 7.2.

Incentive Options Offer means the offer of 4,100,000 Options to Incentive Option Offer Participants governed under the Plan on the terms and conditions set out in Section 7.2.


Incentive Options Offer Participants means the nominated persons (including the Directors and Officers of the Company) who are invited to apply for Incentive Options pursuant to the Incentive Options Offer.

Independent Geologist means Derisk Geomining Consultants Pty Ltd (ACN 615 606 454).

Independent Geologist’s Report means the report prepared by the Independent Geologist contained in Schedule 3.

Independent Limited Assurance Report means the report prepared by the Investigating Accountant contained in Schedule 1.

Indicative Timetable means the indicative timetable for the Offers on page x of this Prospectus.

Investigating Accountant means BDO Corporate Finance (WA) Pty Ltd (ABN 27 124 031 045).

Issue Date means the date, as determined by the Directors, on which the Securities offered under this Prospectus are allotted, which is anticipated to be the date identified in the Indicative Timetable.

JORC Code means the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves, prepared by the Joint Ore Reserves Committee of the Australasian Institute of Mining and Metallurgy, the Australian Institute of Geoscientists and the Minerals Council of Australia, effective December 2012.

KMP or Key Management Personnel has the same meaning as in the accounting standards issued by the Australian Accounting Standards Board and means those persons having authority and responsibility for planning, directing and controlling the activities of the Company, or if the Company is part of a consolidated entity, of the consolidated entity, directly or indirectly, including any Director (whether executive or otherwise) of the Company, or if the Company is part of a consolidated entity, of an entity within the consolidated group.

Lead Manager means Taylor Collison Limited (ACN 008 172 450) (AFSL 247083).

Lead Manager Mandate means the mandate between the Company and the Lead Manager dated 4 December 2020 as summarised in Section 6.1.

Lead Manager Offer means the offer by the Company, pursuant to this Prospectus, to the Lead Manager (or its nominees) of minimum of 960,000 Lead Manager Options and up to a maximum of 1,440,000 Lead Manager Options on the terms and conditions set out in Section 7.3.

Lead Manager Options means Options exercisable at $0.31 each and expiring on the date that is 3 years from the date of Admission and otherwise issued on the terms and conditions set out in Section 7.3.

Listing Rules means the listing rules of ASX.

Maximum Subscription means the raising of $6 million (before costs) pursuant to the Public Offer.

Milestone 1 Payment has the meaning given in Section 6.4(a).

Milestone 2 Payment has the meaning given in Section 6.4(b).

Milestone 3 Payment has the meaning given in Section 6.4(c).

Minimum Subscription means the raising of $4 million (before costs) pursuant to the Public Offer.

Non-Executive Director means a non-executive director of the Company, as appointed from time to time.

OAS means Outsourced Accounting Solutions Pty Ltd (ACN 601 781 944).

Offer Price means $0.25 per Share under the Public Offer.

Offers mean the Public Offer, Incentive Options Offer and Lead Manager Offer.

Official List means the official list of ASX.

Official Quotation means official quotation by ASX in accordance with the Listing Rules. Opening Date means the date specified as the opening date in the Indicative Timetable. Option means an option to acquire a Share.

Plan means the Pacgold Limited Employee Securities Incentive Plan.

Project means the Alice River Gold Project. Prospectus means this prospectus dated 25 May 2021. Prospectus Date means 25 May 2021.

Public Offer means the offer by the Company, pursuant to this Prospectus, of a minimum of 16 million Shares and a maximum of 24 million Shares at the Offer Price to raise a minimum of $4 million and up to a maximum of $6 million (before costs).

QLD Government means the State of Queensland.

RBG means Raging Bull Group Pty Ltd (ACN 645 960 318).

RCF means RCF Opportunities Fund L.P.

Royalty Deed means the deed between the Company and RoyaltyOne Pty Ltd (ACN 611 602 530) dated 20 November 2019, a summary of which is in Section 6.2.

RoyaltyOne means RoyaltyOne Pty Ltd (ACN 611 602 530).

Section means a section of this Prospectus.

Securities means any securities, including Shares and Options, issued or granted by the Company. Share means a fully paid ordinary share in the capital of the Company.

Share Registry means Computershare Investor Services Pty Limited (ACN 078 279 277).

Shareholder means a holder of one or more Shares.

Software Licences means the Micromine Mining software licence owned by Goldfind.

Solicitor’s Tenement Report means the report prepared by Mining Access Legal contained in Schedule 2.

SPA means the sale and purchase agreement between the Company and Tinpitch dated 7 April 2020, a summary of which is in Section 6.4.

Surety has meaning given in the Mineral and Energy Resources (Financial Provisioning) Act 2018 (QLD).

Tenements means the tenements described at Section 2.3(a).

Tinpitch means Tinpitch Pty Ltd (ACN 096 734 306).

PACGOLD LIMITED PROSPECTUS 513979009v1 120978894 PAGE 82

Schedule 1Independent Limited Assurance Report

PACGOLD LIMITED Independent Limited Assurance Report

24 May 2021

2 BDO Corporate Finance (WA) Pty Ltd ABN 27 124 031 045 AFS Licence No 316158 is a member of a national association of independent entities which are all members of BDO Australia Ltd ABN 77 050 110 275, an Australian company limited by guarantee. BDO Corporate Finance (WA) Pty Ltd and BDO Australia Ltd are members of BDO International Ltd, a UK company limited by guarantee, and form part of the international BDO network of independent member firms. Liability limited by a scheme approved under Professional Standards Legislation.

24 May 2021

The Directors

Pacgold Limited

67/352 Canterbury Road

St Kilda VIC 3182

Dear Directors

INDEPENDENT LIMITED ASSURANCE REPORT

1. Introduction BDO Corporate Finance (WA) Pty Ltd (‘BDO’) has been engaged by Pacgold Limited (‘Pacgold’ or ‘the Company’) to prepare this Independent Limited Assurance Report (‘Report’) in relation to certain financial information of Pacgold, for the initial public offering of Shares in Pacgold, for inclusion in the Prospectus. Broadly, the Prospectus will offer up to 24 million Shares at an issue price of $0.25 each to raise up to $6 million before costs (‘the Public Offer’). The Public Offer is subject to a minimum subscription level of 16 million Shares to raise $4 million before costs.

This Prospectus also contains the following secondary offers:

(a) an offer of up to 4,100,000 Options to nominated persons (being consultants, Directors and Officers of the Company) who are invited to apply for Options ('ESIP Participants') governed by the terms of the Company's Employee Securities Incentive Plan; and

(b) an offer of a minimum of 960,000 Options and a maximum of up to 1,440,000 Options, with an exercise price of $0.31 each and an expiry date 3 years from Admission ('Lead Manager Options') to the Lead Manager (or its nominees),

(together with the Public Offer, 'the Offers').

Expressions defined in the Prospectus have the same meaning in this Report. BDO Corporate Finance (WA) Pty Ltd (‘BDO’) holds an Australian Financial Services Licence (AFS Licence Number 316158) and our Financial Services Guide (‘FSG’) has been included in this report in the event

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you are a retail investor. Our FSG provides you with information on how to contact us, our services, remuneration, associations, and relationships.

This Report has been prepared for inclusion in the Prospectus. We disclaim any assumption of responsibility for any reliance on this Report or on the Financial Information to which it relates for any purpose other than that for which it was prepared.

2. Scope You have requested BDO to perform a limited assurance engagement in relation to the historical and pro forma historical financial information described below and disclosed in the Prospectus.

The historical and pro forma historical financial information is presented in the Prospectus in an abbreviated form, insofar as it does not include all of the presentation and disclosures required by Australian Accounting Standards and other mandatory professional reporting requirements applicable to general purpose financial reports prepared in accordance with the Corporations Act 2001 (Cth).

You have requested BDO to review the following historical financial information (together the ‘Historical Financial Information’) of Pacgold included in the Prospectus:

the audited historical Statement of Profit or Loss and Other Comprehensive Income and Cash Flows for the year ended 30 June 2020;

the reviewed historical Statement of Profit or Loss and Other Comprehensive Income and Cash Flows for the 6 months ended 31 December 2020; and

the reviewed historical Statement of Financial Position as at 31 December 2020.

The Historical Financial Information has been prepared in accordance with the stated basis of preparation, being the recognition and measurement principles contained in Australian Accounting Standards and the company’s adopted accounting policies. The Historical Financial Information has been extracted from the financial report of Pacgold for the year ended 30 June 2020, and the 6 months to 31 December 2020. The 31 December 2020 financial report was audited by BDO Audit (WA) Pty Ltd in accordance with the Australian Auditing Standards. BDO Audit (WA) issued an unmodified audit opinion on the financial report. The Financial Report for the 6 months to 31 December 2020 was reviewed by BDO Audit (WA) Pty Ltd in accordance with Australia Auditing Standards on Review Engagements ASRE 2410 Review of Financial Report Performed by the Independent Auditor of the Entity, BDO Audit (WA) Pty Ltd issued an unmodified review opinion on the financial report. However, without qualifying its opinions and conclusions with respect to each set of financial statements, BDO Audit (WA) Pty Ltd, included an Emphasis of Matter paragraph addressing the uncertainty of ongoing viability without the receipt of funds from capital raising initiatives.

Pro Forma Historical Financial Information

You have requested BDO to review the following pro forma historical financial information (the ‘Pro Forma Historical Financial Information’) of Pacgold included in the Prospectus:

the pro forma historical Statement of Financial Position as at 31 December 2020.

The Pro Forma Historical Financial Information has been derived from the historical financial information of 2020, after adjusting for the effects of the subsequent events described in Section 6 of this Report and the pro forma adjustments described in Section 7 of this Report and Section 5.6 of the Prospectus. The stated basis of preparation is the recognition and measurement principles contained in Australian Accounting Standards applied to the historical financial information and the events or transactions to which the pro forma adjustments relate, as

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described in Section 7 of this Report, as if those events or transactions had occurred as at the date of the historical financial information. Due to its nature, the Pro Forma Historical Financial Information does not represent the company’s actual or prospective financial position or financial performance.

The Pro Forma Historical Financial Information has been compiled by Pacgold to illustrate the impact of the events or transactions described in Section 6 and Section 7 of the Report on Pacgold’s financial position as at 31 December 2020. As part of this process, information about Pacgold’s financial position has been extracted by Pacgold from Pacgold’s financial statements for the period ended 31 December 2020.

3. Directors’ responsibility The directors of Pacgold are responsible for the preparation and presentation of the Historical Financial Information and Pro Forma Historical Financial Information, including the selection and determination of pro forma adjustments made to the Historical Financial Information and included in the Pro Forma Historical Financial Information. This includes responsibility for such internal controls as the directors determine are necessary to enable the preparation of Historical Financial Information and Pro Forma Historical Financial Information are free from material misstatement, whether due to fraud or error.

4. Our responsibility Our responsibility is to express limited assurance conclusions on the Historical Financial Information and the Pro Forma Historical Financial Information. We have conducted our engagement in accordance with the Standard on Assurance Engagement ASAE 3450 Assurance Engagements involving Corporate Fundraisings and/or Prospective Financial Information.

Our limited assurance procedures consisted of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A limited assurance engagement is substantially less in scope than an audit conducted in accordance with Australian Auditing Standards and consequently does not enable us to obtain reasonable assurance that we would become aware of all significant matters that might be identified in a reasonable assurance engagement. Accordingly, we do not express an audit opinion.

Our engagement did not involve updating or re-issuing any previously issued audit or limited assurance reports on any financial information used as a source of the financial information.

5. Conclusion Historical Financial Information

Based on our limited assurance engagement, which is not an audit, nothing has come to our attention that causes us to believe that the Historical Financial Information, as described in the Appendices to this Report, and comprising:

the audited historical Statement of Profit or Loss and Other Comprehensive Income and Cash Flows for the year ended 30 June 2020;

the reviewed historical Statement of Profit or Loss and Other Comprehensive Income and Cash Flows for the 6 months ended 31 December 2020; and

the reviewed historical Statement of Financial Position as at 31 December 2020,

is not presented fairly, in all material respects, in accordance with the stated basis of preparation, as described in Section 2 of this Report.

5

Pro Forma Historical Financial information

Based on our limited assurance engagement, which is not an audit, nothing has come to our attention that causes us to believe that the Pro Forma Historical Financial Information as described in the Appendices to this Report, and comprising:

the pro forma historical Statement of Financial Position of Pacgold as at 31 December 2020,

is not presented fairly, in all material respects, in accordance with the stated basis of preparation, as described in Section 2 of this Report.

6. Subsequent Events Subsequent to 31 December the following transactions occurred which have been adjusted for in the Pro-forma.

the payment of $646,909 in relation to security deposits which were previously recognised as a creditor and the payment of $182,088 for maintaining the Company’s EA which has been capitalised as an exploration and evaluation asset.

Apart from the matters dealt with in this Report, and having regard to the scope of this Report and the information provided by the Directors, to the best of our knowledge and belief no other material transaction or event outside of the ordinary business of Pacgold not described above, has come to our attention that would require comment on, or adjustment to, the information referred to in our Report or that would cause such information to be misleading or deceptive.

7. Assumptions Adopted in Compiling the Pro-forma Statement of Financial Position

The pro forma historical Statement of Financial Position is shown in Section 5.6 of the Prospectus. This has been prepared based on the financial statements as at 31 December 2020, the subsequent events set out in Section 6, and the following transactions and events relating to the issue of Shares under the Prospectus:

The issue of a minimum of 16,000,000 Shares and a maximum of 24,000,000 Shares at an issue price of $0.25 per Share to raise between $4,000,000 and $6,000,000 cash before expenses of the Public Offer. All Shares issued pursuant to the Prospectus will be issued as fully paid;

Total cash costs expected to be incurred in connection with the preparation of the Prospectus and ASX listing of Shares are between $541,000 (minimum) and $663,000 (maximum) and non-cash costs (960,000 to 1,440,000 Lead Manager Options) are estimated between $134,000 (minimum) and $202,000 (maximum). Of these share issue costs it is estimated that between $491,000 (minimum) and $709,000 (maximum) will be classified as share issue costs in equity, relating to the issue of new Shares. The remaining costs of $167,000 (minimum) or $142,000 (maximum) will be charged to profit or loss, relating to the listing of existing Shares; and

An offer of up to 4,100,000 Options to ESIP Participants who are invited to apply for Options governed by the terms of the Company's Employee Securities Incentive Plan.

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8. Independence BDO is a member of BDO International Ltd. BDO does not have any interest in the outcome of the proposed IPO other than in connection with the preparation of this Report and participation in due diligence procedures, for which professional fees will be received. BDO is the auditor of Pacgold and from time to time, BDO also provides Pacgold with certain other professional services for which normal professional fees are received.

9. Disclosures This Report has been prepared, and included in the Prospectus, to provide investors with general information only and does not take into account the objectives, financial situation or needs of any specific investor. It is not intended to be a substitute for professional advice and potential investors should not make specific investment decisions in reliance on the information contained in this Report. Before acting or relying on any information, potential investors should consider whether it is appropriate for their objectives, financial situation or needs.

Without modifying our conclusions, we draw attention to Section 2 of this Report, which describes the purpose of the financial information, being for inclusion in the Prospectus. As a result, the financial information may not be suitable for use for another purpose.

BDO has consented to the inclusion of this Report in the Prospectus in the form and context in which it is included and to being named in the Prospectus as the Investigating Accountant to the Company. At the date of this Report this consent has not been withdrawn. However, BDO has not authorised the issue of the Prospectus. Accordingly, BDO makes no representation regarding, and takes no responsibility for, any other statements or material in or omissions from the Prospectus.

Yours faithfully

BDO Corporate Finance (WA) Pty Ltd

Adam Myers

Director

7

APPENDIX 1

FINANCIAL SERVICES GUIDE

DATE

BDO Corporate Finance (WA) Pty Ltd ABN 27 124 031 045 (‘we’ or ‘us’ or ‘ours’ as appropriate) has been engaged by Pacgold Limited (‘the Company’) to provide an Independent Limited Assurance Report (‘ILAR’ ‘our Report/s’) for inclusion in this Prospectus. Financial Services Guide In the above circumstances we are required to issue to you, as a retail client, a Financial Services Guide (‘FSG’). This FSG is designed to help retail clients make a decision as to their use of the general financial product advice and to ensure that we comply with our obligations as financial services licensee. This FSG includes information about:

who we are and how we can be contacted;

the services we are authorised to provide under our Australian Financial Services Licence, Licence No. 316158;

remuneration that we and/or our staff and any associates receive in connection with the general financial product advice;

any relevant associations or relationships we have; and

our internal and external complaints handling procedures and how you may access them.

Information about us BDO Corporate Finance (WA) Pty Ltd is a member firm of the BDO network in Australia, a national association of separate entities (each of which has appointed BDO (Australia) Limited ACN 050 110 275 to represent it in BDO International). The financial product advice in our Report is provided by BDO Corporate Finance (WA) Pty Ltd and not by BDO or its related entities. BDO and its related entities provide services primarily in the areas of audit, tax, consulting and financial advisory services. We do not have any formal associations or relationships with any entities that are issuers of financial products. However, you should note that we and BDO (and its related entities) might from time to time provide professional services to financial product issuers in the ordinary course of business. Financial services we are licensed to provide We hold an Australian Financial Services Licence that authorises us to provide general financial product advice for securities to retail and wholesale clients. When we provide the authorised financial services we are engaged to provide an ILAR in connection with the financial product of another entity. Our Report indicates who has engaged us and the nature of the report we have been engaged to provide. When we provide the authorised services we are not acting for you. General Financial Product Advice We only provide general financial product advice, not personal financial product advice. Our Report does not take into account your personal objectives, financial situation or needs. You should consider the appropriateness of this general advice having regard to your own objectives, financial situation and needs before you act on the advice. Fees, commissions and other benefits that we may receive We charge fees for providing reports, including this Report. These fees are negotiated and agreed with the client who engages us to provide the report. Fees are agreed on an hourly basis or as a fixed amount depending on the terms of the agreement. The fee payable to BDO Corporate Finance (WA) Pty Ltd for this engagement is approximately $11,500 (exclusive of GST). BDO Audit (WA) Pty Ltd has undertaken an audit and review of financial statements the fee payable for this engagement is approximately $6,500 (exclusive of GST).


8

Except for the fees referred to above, neither BDO, nor any of its directors, employees or related entities, receive any pecuniary benefit or other benefit, directly or indirectly, for or in connection with the provision of the Report. Remuneration or other benefits received by our employees All our employees receive a salary. Our employees are eligible for bonuses based on overall productivity but not directly in connection with any engagement for the provision of a report. We have received a fee from Pacgold for our professional services in providing this Report. That fee is not linked in any way with our opinion as expressed in this Report. Referrals We do not pay commissions or provide any other benefits to any person for referring customers to us in connection with the reports that we are licensed to provide. Complaints resolution Internal complaints resolution process As the holder of an Australian Financial Services Licence, we are required to have a system for handling complaints from persons to whom we provide financial product advice. All complaints must be in writing addressed to The Complaints Officer, BDO Corporate Finance (WA) Pty Ltd, 38 Station Street, Subiaco, Perth WA 6008. When we receive a written complaint we will record the complaint, acknowledge receipt of the complaint within 15 days and investigate the issues raised. As soon as practical, and not more than 45 days after receiving the written complaint, we will advise the complainant in writing of our determination. Referral to External Dispute Resolution Scheme A complainant not satisfied with the outcome of the above process, or our determination, has the right to refer the matter to the Australian Financial Complaints Authority (‘AFCA’). AFCA was established on 1 November 2018 to allow for the amalgamation of all Financial Ombudsman Service schemes into one. AFCA will deal with complaints from consumers in the financial system by providing free, fair and independent financial services complaint resolution. If an issue has not been resolved to your satisfaction you can lodge a complaint with AFCA at any time. Our AFCA Membership Number is 12561. Further details about AFCA are available on its website www.afca.org.au or by contacting it directly via the details set out below:

Australian Financial Complaints Authority GPO Box 3 Melbourne VIC 3001 Toll free: 1300 931 678 Website: www.afca.org.au

Contact details You may contact us using the details set out on page 1 of our Report.

Schedule 2Solicitor’s Tenement Report

Mining Access Legal is the trading name of Mining Access Legal Pty Ltd A.B.N. 36 613 019 640 Liability Limited by a scheme approved under Professional Standards Legislation

17 May 2021 The Directors Pacgold Limited 67/352 Canterbury Road ST KILDA VIC 3182 Dear Sirs

Pacgold Limited Solicitor’s Report on Mining Tenements

This report has been prepared for inclusion in the prospectus (Prospectus) to be issued by Pacgold Limited (Company) on or about 17 May 2021 for the initial public offer of a minimum of 16 million and a maximum of 24 million fully paid ordinary shares (Shares) in the Company at an offer price of $0.25 per Share to raise a minimum of $4 million and a maximum of $6 million (before associated costs) (Offer).

INTRODUCTION AND SCOPE

1. We have been instructed by the Company to prepare this report (Report) in respect of the mining tenements in which the Company has an interest at the time of the Offer (Tenements).

2. The purpose of this Report is to determine and identify, as at the time of the Offer:

(a) the interests held by the Company in the Tenements;

(b) any third party interests, including encumbrances, in relation to the Tenements;

(c) any material issues existing in respect of the Tenements;

(d) the good standing, or otherwise, of the Tenements; and

(e) any concurrent interests in the land the subject of the Tenements, including other mining tenements, private land, pastoral leases, Native Title and Aboriginal heritage (Concurrent Interests).

3. This Report does not consider constraints such as additional approvals required for development, mining and processing ore which will be further assessed by the Company as part of its future development plans.

4. Details of the Tenements including Native Title and Heritage Sites, are listed in a schedule to this Report (Schedule). Schedule 1 forms part of this Report which must be read in conjunction with this Report.

5. This Report is subject to the assumptions and qualifications set out at paragraph 129 of this Report.

PO Box 592, Maylands, WA 6931 28/168 Guildford Rd, Maylands, WA 6051

(08) 6151 4650 [email protected]

Solicitor’s Report

© Mining Access Legal Page | 2

SEARCHES

6. We have conducted the following searches of information available on public registers in respect of the Tenements:

(a) searches of the register maintained by the Qld Department of Natural Resources, Mines and Energy (DNRME) pursuant to the Mineral Resources Act 1989 (Qld) (MR Act), on 26 March 2021 and 13 May 2021;

(b) searches of the Native Title Register maintained by the National Native Title Tribunal (NNTT), as at 5 April 2021;

(c) a search of the Queensland online mapping system to determine the existence of overlapping tenements for commodities other than minerals (see the Schedule of Tenements) on 26 March 2021; and

(d) searches of the Cultural Heritage Database and Register maintained by the Queensland Department of Aboriginal and Torres Strait Islander Partnerships (DATSIP) as at 26 March 2021,

(together the Searches).

EXECUTIVE SUMMARY

7. Material information in relation to each of the Tenements is summarised in Schedule 1 to this Report.

8. By way of summary:

(a) the Tenements have been validly granted or applied for under the MR Act;

(b) the Searches indicate that the Tenements are held by the Company;

(c) the Searches indicate that the Tenements are in good standing;

(d) upon the basis of the Searches, the Tenements are not subject to any registered encumbrances;

(e) some Tenements are subject to Environmental Authorities (EA), and this is further detailed in Part B of this Report;

(f) a number of the Tenements are subject to a conduct and compensation agreement (CCA), and this is further detailed in Part C of this Report; and

(g) a number of the Tenements are subject to the Concurrent Interests as set out in Part C of this Report which may restrict access to the Relevant Tenements.

PART A TENEMENTS

Governing Legislation

9. The MR Act and the Mineral Resources Regulations 2013 (Qld) (MR Regulations) establishes a tenure regime that governs the exploration for and production of minerals in Queensland.



10. The Natural Resources and Other Legislation Amendment Act 2019 (Qld) (the NROLA Act) commenced on 25 May 2020 and implemented a number of reforms on the administration of exploration tenements in Queensland.

11. The Mineral and Energy Resources (Common Provisions) Act 2014 (Qld) (MERCP Act) also governs processes and requirements for resource authorities.

12. The Environmental Protection Act 1994 (Qld) (EP Act) and the Environmental Protection Regulation 2019 (Qld) (EP Regulations) regulates the environmental impact of activities conducted under resource authorities.

13. All of the Tenements have been granted under the MR Act.

Exploration Permit – Minerals

14. Exploration permits are granted under the MR Act (EPM).

15. An EPM gives the licence holder the right to explore for minerals within the licence area. The MR Act defines “Minerals” broadly and expressly includes gold.

16. The grant of an EPM does not permit mining, nor does it guarantee a mineral development licence (MDL) (for retention and/or to further define specific minerals) or a mining lease (to conduct mining activities) will be granted.

17. Unless the Minister determines otherwise, the initial term of an EPM shall be for a period not exceeding 5 years commencing on the date specified in the permit (being a date not earlier than the date of the permit). The holder of an EPM may apply to renew the permit within the period of not more than six months before the expiry of the EPM and at least three months before the EPM expires.

18. In respect of EPMs granted prior to the commencement of the NROLA Act, the holders of these EPMs will only be required to relinquish 50% of the area if the EPM is renewed after commencement, 5 years after the date of renewal. If no exploration activities were undertaken because the EPM is locked-out/overlapping with a petroleum lease, the EPM holder will be exempt from any relinquishment requirements.

19. For EPMs granted post the NROLA Act, an EPM will be granted for a term not exceeding 15 years provided that an additional one off extension of up to 3 years can be applied for if there is an ‘exceptional event’, being an event that prevented the EPM holder from complying with the approved work program and that occurred in the last renewed term of the EPM.

20. The MR Act imposes mandatory conditions of all EPMs, including:

(a) complying with the mandatory provisions of the land access code;

(b) carrying out programs of work and studies for the purposes for which the EPM was granted and in accordance with the MR Act;

(c) carrying out improvement restoration for the EPM;

(d) removing all equipment and plant on or in the area of the EPM prior to the termination of the EPM;

(e) not obstructing or interfering with any right of access by any person who has a right of access;

(f) giving annual reports, relinquishment reports and exploration study reports to the Minister;

(g) the payment of rent and of a security deposit;



(h) complying with the MR Act and other mining legislation; and

(i) any other conditions determined by the Minister.

21. In addition, the Minister may unilaterally vary the conditions of an existing EPM without notifying or consulting the holder if the Minister considers it necessary because of an ‘exceptional event’. The MR Act defines “Exceptional Event” as an event that:

(a) affects the carrying out of authorised activities under the EPM;

(b) is beyond the control of the holder of the EMP; and

(c) could not reasonably have been prevented by the holder of the authority/permit.

22. Rent is payable on EPMs and if the holder of an EPM has failed to pay the rent payable by the due date, the Minister may, at the Minister’s discretion, cancel the EPM. The rent payable is calculated based on the number of sub-blocks within each EPM.

23. Under the MR Act, security must be provided before an EPM is granted or renewed. The amount of security is determined by the Minister and is calculated as reasonable security for compliance with the MR Act and rectification of damage and other amounts payable to the State under the MR Act.

24. An EPM holder must submit either an activities based work program that outlines specific exploration activities to be undertaken during the term of the EPM. As an alternative, an EPM holder may also seek an ‘outcomes-based’ work program which outlines:

(a) the outcomes proposed to be pursued during the term of the tenement;

(b) the strategy for pursuing the outcomes;

(c) the information and data to be collected; and

(d) the estimated human, technical and financial resources proposed to be committed.

25. An activities-based work program is the default requirement for EPMs awarded through competitive processes (subject to the Minister’s directions otherwise). The Minister may also request an activities-based work program from applicants when considering the priority of EPM applications. Outcomes-based work programs will generally be accepted in non-competitive, non-tender applications.

26. We have not undertaken any independent investigations with DNRME beyond the publicly available resource authority reports to confirm compliance with the previous work program and expenditure activities for the Tenements.

27. EPM holders are required to relinquish 40% of the EPM area at the end of year 3. EPM holders are also required to relinquish 50% of the EPM area at the end of year 5, and 50% of the remaining area at the end of year 10.

28. In the event that an EPM is renewed for a further term, the EPM holders are required to relinquish 40% of the EPM area at the end of year 3, and 50% of the remaining EPM area after year 5.

29. Further, the Minister has the discretion to change the relinquishment requirements of EPMs due to:

(a) an ‘exceptional event’ (as discussed in paragraphs 19 and 21 above); or

(b) circumstances arising from the permit forming part of an exploration project.



30. In this instance, an exploration project is a ‘project involving 2 or more exploration permits that have a unifying exploration purpose’. Accordingly, the exploration project exception is intended to allow permit holders to adjust the relinquishment percentages of individual permits within the same project, so long as 50% of the area for the project (as a whole) is relinquished by the due date.

31. If the area to be relinquished is covered by an application for higher tenure (i.e. a mining development licence or mining lease), EPM holders can defer its relinquishment until:

(a) if the application is successful – the day the tenure is granted; or

(b) if the application is withdrawn or refused – 20 business days after the day of the withdrawal/refusal.

32. The Minister may cancel an EPM if the EPM holder:

(a) requests the cancellation;

(b) has carried out activities that are not bona fide for the purposes for which the EPM was granted;

(c) has failed to comply with any condition that is to be observed and performed by the EPM holder;

(d) has failed to pay the rental payable; or

(e) has failed to report to the Minister upon the discovery of any mineral as required by the MR Act.

33. The MERCP Act provides that a licence holder must not enter restricted land, to carry out authorised activities for the EPM, unless each relevant owner or occupier for the restricted land has given written consent to the licence holder to carry out the activity. The MERCP Act defines “Restricted land” for an EPM as:

(a) land within 200 metres of:

(i) a permanent building used for residence, businesses, childcare centres, hospitals, libraries, places of worship and other community, sporting or recreational purposes; and

(ii) areas used for schools and aquaculture, intensive animal feedlotting, pig keeping or poultry farming as provided under the EP Act; and

(b) land within 50 metres of artesian wells, bores, dams, water storage facilities, principal stockyards, cemetery, burial places and an area, building or structure prescribed by the MR Regulations.

34. We have not undertaken any assessment of whether there is any restricted land in the area of the Tenements.

Mining Lease

35. A mining lease granted under the MR Act (ML) gives the lease holder (and the lease holder’s employees, agents and contractors) exclusive rights to enter land in the lease area (for mining activities), to extract mineral ore, to process mineral ore (to separate the minerals from waste materials), to stockpile minerals, to dispose of waste materials, and to remove minerals from the lease area (for further processing or sale).



36. The initial term of a ML is the period approved by the Minister and commences on the first day of the month that next follows the day the ML is granted. The term of the ML must not be longer than the period for which compensation has been agreed or determined with land owners (further information is set out below).

37. MLs are renewable within the renewal period, being not more than one year before the current term expires but at least six months before the current term expires.

38. To be granted a ML, an applicant must demonstrate that:

(a) there are sufficient reasons why the ML should be granted in respect of the area, shape and term of the proposed ML;

(b) the mining program proposed, its method of operation, and indication of when operations are expected to start is acceptable to the chief executive;

(c) proposals for infrastructure requirements necessary to enable the mining program to proceed, or additional activities to be carried on to work out the infrastructure requirements is acceptable to the chief executive;

(d) the estimated human, technical and financial resources proposed to be committed to authorised activities for the proposed mining lease during the term of the lease, if granted, is acceptable to the chief executive; and

(e) the ML applicant has the financial and technical resources to carry out activities pursuant to the ML.

39. In addition to the requirements set out above, compensation must be determined before the Minister can grant a ML (see below for further details).

40. The Minister cannot grant or renew a ML unless compensation has been determined (whether by agreement or by determination of the Land Court) between the ML applicant and each person who is the owner of land the surface of which is the subject of the ML application and of any surface access to the ML land. Further information is set out in Part C of this Report.

41. At any time before a compensation agreement is made, a party may apply in writing to the chief executive to have the Land Court determine the amount of compensation and the terms, conditions and times of payment of that compensation.

42. During the term of a ML, the holder of the ML and any person who acts as agent or employee of the holder may enter and be within the area of the ML and upon the surface area comprised in the ML for any purposes for which the ML is granted or for any purpose permitted or required under the ML or the MR Act.

43. Each ML is subject to the standard conditions and the Minister may impose additional conditions, including a condition that mining operations under the ML commence within a specified period after its grant or as otherwise approved in writing by the Minister.

44. All minerals lawfully mined under the authority of a ML cease to be the property of the Crown and become the property of the holder of the ML subject to the rights to royalty payments under the MR Act.

45. The holder of a ML may apply for the Minister’s approval to mine specified minerals which are not specified in the ML at the time of the application. This can only be done where there is not another ML or MDL (or application for a ML or MDL) in respect to those specified minerals.



46. The holder of a ML may also apply for the Minister’s approval for the addition of purposes not specified in the ML (other than the mining of minerals or coal), so long as such purposes are not inconsistent with the MR Act.

47. A ML is granted subject to conditions of grant that must be complied with by the lease holder.

48. The holders of granted MLs are required to pay rent on the tenements in respect of each rental year. Rental is payable in advance prior to grant in respect of the first rental year of the ML, and not later than 31 August for each rental year.

49. We have not undertaken any independent investigations with the DNRME beyond the publicly available resource authority reports to verify whether the rental payments for the Tenements are paid and up to date.

50. The Minister may cancel a ML if the ML holder has:

(a) carried out activities that are not bona fide for the purpose for which the ML was granted;

(b) failed to pay the royalty or any other moneys payable thereunder;

(c) failed to comply with any condition that is to be observed and performed by the ML holder; and

(d) failed to pay rental.

51. The holder of a ML must pay the prescribed royalty in respect of all minerals mined or purported to be mined under the authority of a ML. If the holder of a ML fails to pay the royalty by the date for payment, the Minister may cancel the ML or impose on the holder of the ML a penalty.

52. We have not undertaken any independent investigations with DNRME beyond the publicly available resource authority reports to confirm compliance by the Company with the royalty obligations.

Security prescribed by DNRME

53. Under the MR Act and associated policy, security is required to be paid on grant of a permit or licence or on renewal or on application for a variation.

54. The Searches indicate that the following security has been requested and paid in respect of the Tenements:

Tenement Amount Date Paid

EPM 14313 $500 18/08/2020

EPM 15359 $500 23/06/2020

EPM 15360 $500 09/07/2020

EPM 16301 $500 18/08/2020

EPM 26266 $500 18/05/2020

ML 2901 $1,500 18/08/2020

ML 2902 $2,500 18/08/2020

ML 2907 $2,500 18/08/2020



ML 2908 $2,500 18/08/2020

ML 2957 $1,500 18/08/2020

ML 2958 $800 18/08/2020

ML 3010 $3,200 18/08/2020

ML 3011 $2,600 18/08/2020

55. Under the EP Act, the holder of an EA may be required to give the administering authority financial assurance (as security) for compliance with the EA, and costs or expenses referred to in the EP Act. The method for calculating financial assurance is set out in the statutory Guideline on Financial Assurance under the Environmental Protection Act. For EPMs, there are standard codes of environmental compliance under the EP Regulations, outlining how financial assurances are to be calculated. For a ML, there is an approved calculation method.

56. We are advised that the following financial assurances have been provided for the Tenements:

Tenement Status Surety

EPM 14313 Cash $2,500

EPM 15359 Cash $7,500

EPM 15360 Cash Combined above

EPM 16301 Cash $3,000

EPM 26266 Cash $2,500

ML 2901 Cash $646,909

ML 2902 Bond Combined Above







57. We have not undertaken any independent investigations with the Department of Environment and

Heritage Protection (DEHP) beyond publicly available information to confirm that this bank guarantee has been lodged with DEHP.

Registered dealings

58. Under the MR Act, third party dealings may be registered against mining tenements, which are then noted on a register maintained by DNRME.

59. There are no registered dealings over the Tenements.



PART B ENVIRONMENTAL AUTHORITIES

Legislative regime

60. A proponent for mining and/or petroleum activities is required to obtain an EA under the EP Act before that mining or petroleum activity can be undertaken.

61. Under the EP Act there is a general duty not to carry out any activity that causes, or is likely to cause environmental harm unless the person takes all reasonable and practicable measures to prevent or minimise harm.

62. We are advised that the following EAs are in place:

PART C – CONCURRENT INTERESTS

Private Land

63. The Searches indicate that the Tenements encroach upon various lease hold interests.

64. Under the MERCP Act, where only preliminary activities are being carried out under the EPM, the licence holder must give each owner and occupier of the land a written notice of entry regarding the entry.

65. A "preliminary activity" is an authorised activity for the EPM that will have no impact, or only a minor impact, on the business or land use activities of any owner or occupier of the land on which the

Tenement EA Number EA Fee Due Date EA Fee Amount EA Type

EPM 14313 EPSX00144713 30/10/2021 $701.00 Standard


EPM 15360 EPSX00269013 03/01/2021 Combined Above Standard



ML 2901 EPML00870113 31/03/2021 $179,064 Standard

ML 2902 EPML00870113 31/03/2021 Combined Above Standard - ML









activity is to be carried out. The MR Act mentions the following activities (not an exhaustive list) as examples of a preliminary activity:

(a) walking the area of the permit or licence;

(b) driving along an existing road or track in the area;

(c) taking soil or water samples;

(d) geophysical surveying not involving site preparation;

(e) aerial, electrical or environmental surveying; and

(f) survey pegging.

66. However, if the licence holder proposes to carry out an advanced activity under the EPM, it must ensure that each owner or occupier of the land:

(a) is a party to a CCA in respect of the advanced activity and its effects;

(b) is a party to a deferral agreement (an agreement between the EPM holder and an owner or occupier of land permitting a CCA to be entered into after entry to the land);

(c) has elected to opt out from entering into a CCA or deferral agreement; or

(d) is an applicant or respondent to an application relating to the land made to the Land Court, before it may enter the land to carry out an advanced activity.

67. An "advanced activity" is an authorised activity for the EPM other than a preliminary activity. The MR Act mentions the following activities (not an exhaustive list) as examples of advanced activities:

(a) levelling of drilling pads and digging sumps;

(b) bulk sampling;

(c) open trenching or costeaning with an excavator;

(d) vegetation clear-felling;

(e) constructing an exploration camp, concrete pad, sewage or water;

(f) treatment facility or fuel dump;

(g) geophysical surveying with physical clearing;

(h) carrying out a seismic survey using explosives;

(i) constructing a track or access road; and

(j) changing a fence line.

68. Compensation is payable by the holder of an EPM to each owner and occupier of private land or public land that is in the authorised area of, or is access land for, the EPM (each an Eligible Claimant) for any compensatable effect suffered by the Eligible Claimant in connection with authorised activities carried out by the EPM holder or a person authorised by the EPM holder. The MERCP Act defines “compensatable effect” to mean:

(a) in respect of land:



(i) deprivation of possession of its surface;

(ii) diminution of its value;

(iii) diminution of the use made or that may be made of the land or any improvement on it;

(iv) severance of any part of the land from other parts of the land or from other land that the eligible claimant owns; and

(v) any cost, damage or loss arising from the carrying out of activities under the resource authority on the land;

(b) accounting, legal or valuation costs the Eligible Claimant necessarily and reasonably incurs to negotiate or prepare a CCA; and

(c) consequential damages the Eligible Claimant incurs because of any of the above matters.

69. In circumstances where agreement cannot be reached regarding the CCA, the matter can be ultimately resolved by the Land Court.

70. We are advised that the following CCAs are in place:

Tenement CCA Lot and Plan Landholder Expiry of CCA

EPM 14313 Yes Lot 11/SP266613 David & Allison Woodside For the term of the tenure





71. The Minister cannot grant or renew a ML unless compensation has been determined (whether by agreement or by determination of the Land Court) between the ML applicant and each person who is the owner of land the surface of which is the subject of the ML application and of any surface access land the subject of the ML.

72. The heads of compensation an owner of land is entitled to include:

(a) deprivation of possession of the surface of land of the owner;

(b) diminution of the value of the land of the owner or any improvements thereon;

(c) diminution of the use made or which may be made of the land of the owner or any improvements thereon;

(d) severance of any part of the land from other parts thereof or from other land of the owner;

(e) any surface rights of access; and

(f) all loss or expense that arises.



73. At any time before a compensation agreement is made, a party may apply in writing to the chief executive to have the Land Court determine the amount of compensation and the terms, conditions and times of payment thereof.

74. We are advised that the following compensation agreements are in place:

Tenement Comp Lot and Plan Land use Landholder Compensation

ML 2901 Yes Lot 11 on SP266613 Mining & Access David & Allison Woodside

For the term of the lease















Environmentally sensitive areas

75. Exploration and mineral development projects may be restricted in environmentally sensitive areas (ESAs) by the conditions of an EA. ESAs are categorised as category A, category B or category C.

76. A number of the Tenements encroach upon or are located in the vicinity of ESAs.

77. The following restrictions apply to ESAs pursuant to the EA standard conditions for exploration and mineral development projects, and will apply to the relevant EPMs:

(a) the holder of an EA must not carry out activities in a category A or B ESA;

(b) the holder of an EA must not carry out any activity involving machinery within 1 kilometre of a category A ESA or within 500 metres of a category B ESA; and

(c) prior to carrying out activities in a category C ESA, the holder of the EA must consult with the relevant administering authority and the environmental protection agency.

78. The following restrictions apply to ESAs pursuant to the EA standard conditions for mining lease projects:

(a) the holder of an EA must not carry out activities within, or within 2 km of a category A ESA; and

(b) the holder of an EA must not carry out activities within, or within 1 km of, a category B ESA.



79. Prior to carrying out activities in a category C ESA, the holder of the EA must consult with the relevant administering authority and the environmental protection agency.

Constrained Land

80. The following Tenements are subject to a restricted area:

Tenement Constrained Land Block & Sub-Blocks Affected Lot & Plan

EPM 14313 RA 404 MITC 2943 0 T

MITC 3016 A F

Lot 20/SP241432

EPM 15360 RA 404 MITC 3015 D P

MITC 3016 V

MITC 3089 L

Lot 20/SP241432

EPM 16301 RA 404 MITC 2871 U P Lot 20/SP241432

EPM 26266 RA 404 MITC 2943 Y J U

MITC 3015 E

MITC 3016 L Q W

MITC 3088 C D E

MITC 3089 F Q V

Lot 20/SP241432

81. The area the subject of Restricted Area 404 (RA404) are designated as future National and Regional

Parks, the Minister may consider the public interest in assessing a renewal application for exploration permits in these areas.

82. In circumstances where the renewal does not meet the prescribed requirements, it is unlikely that the permit area within RA404 will be renewed. Requests for renewal based on the need for further exploration will not generally be considered except in exceptional circumstances and it is in the interests of the exploration permit holder to submit an application for a production tenure prior to the expiry of the current term of their exploration permit.

83. Only those sub-blocks of a permit which lie within or overlap areas within RA404 will be considered under this policy and this policy will not apply to whole sub-blocks outside of RA404. Where a sub-block overlaps RA404, the sub-block may be renewed however it will have the portion which lies within RA404 excluded.

84. Tenure holders may at any time propose the voluntary relinquishment of areas within the proposed protected area.

PART D – ABORIGINAL HERITAGE

Commonwealth legislation

85. The Aboriginal and Torres Strait Islander Heritage Protection Act 1984 (Cth) (Federal Heritage Act) applies to the Tenements. The Federal Heritage Act seeks to preserve and protect significant Aboriginal areas and objects from desecration.

86. The Commonwealth Minister for Indigenous Affairs may make a declaration to preserve an Aboriginal area or site of significance. Such declarations may be permanent or interim and have the potential to interfere with mining or exploration activities. Failure to comply with a declaration is an offence under the Federal Heritage Act.



Queensland legislation

87. The Aboriginal Cultural Heritage Act 2003 (Qld) (ACH Act) protects Aboriginal cultural heritage across the State of Queensland, regardless of whether or not the relevant cultural heritage is recorded on the Cultural Heritage Register (Register) maintained by the State.

88. Under the ACH Act, any person carrying out an activity must take all reasonable and practicable measures to ensure that the activity does not harm Aboriginal cultural heritage. This is described in the ACH Act as a “cultural heritage duty of care” (Duty of Care).

89. A failure to discharge the Duty of Care is an offence under the ACH Act.

90. The Duty of Care may be discharged by:

(a) acting in accordance with an approved cultural heritage management plan (CHMP) under Part 7 of the ACH Act;

(b) entering into and acting in accordance with a cultural heritage management agreement or native title agreement (such as an Ancillary Agreement or Indigenous Land Use Agreement (ILUA));

(c) complying with Native Title Protection Conditions (NTPCs) imposed by the State of Queensland on the grant of an exploration tenement; or

(d) complying with the statutory Cultural Heritage Duty of Care Guidelines (Guidelines).

91. The NTPCs are standard conditions imposed by the State of Queensland on tenements granted pursuant to the Native Title Act 1993 (Cth) (NTA) “expedited procedure” process. The conditions impose obligations on the holder for the protection of Aboriginal cultural heritage, including (among other things):

(a) the holder must not conduct any exploration activities otherwise than in accordance with the NTPCs that are likely to:

(i) interfere directly or indirectly with the community or social activities of the native title holders for the area;

(ii) interfere with areas or sites of particular significance to the native title holders for the area in accordance with their traditions; or

(iii) involve major disturbance to any land or waters concerned or create rights whose exercise is likely to involve major disturbance to any land or waters concerned;

(b) the holder must notify the Aboriginal party for the area prior to conducting exploration activities in the tenement area;

(c) the Aboriginal party may require the holder to hold a meeting with the Aboriginal party and conduct a field inspection involving representatives of the Aboriginal party prior to the commencement of the exploration activity; and

(d) the Aboriginal party may require monitoring to be undertaken by Aboriginal persons during the conduct of exploration activities.

92. The Searches indicate that all of the Tenements are wholly located within the Cape York United Number 1 Claim Area (QC2014/008) and that the Cultural Heritage Party for the purposes of the ACH Act is the Olkola Aboriginal Corporation.



93. The Searches further indicate that the following Tenements overlap recorded cultural heritage site points:

Tenement Recorded Cultural Heritage Site Points

EPM 26266 3 x Aboriginal Intangible Places

ML 2901 2 x Aboriginal Intangible Places

94. The Searches indicate that each of the EPMs has been granted subject to the NTPCs, except for EPM 14313.

95. The Searches indicate that EPM 14313 was granted pursuant to a section 31 agreement under the NTA. We have viewed a Deed for Grant and Renewal(s) of Exploration Permit (Section 31(1)(b) of the Native Title Act 1993 (Cth)) signed in and around May 2005 between the State of Olkola People and Olkola and Thaypan People and HCC Pty Ltd (ACN 078 824 058) (HCC) for EPM 14313 (Deed). The Deed is in standard terms and authorises the grant of EPM 14313 pursuant to section 31 of the NTA. The Deed is automatically assigned upon assignment of EPM 14313 pursuant to clause 13.2 of the Deed, provided that HCC Pty Ltd discharged its obligations to the Olkola and Thaypan Peoples under any ancillary agreement.

96. We have also viewed an Agreement for Exploration Permits 14312 & 14313 dated 8 March 2005 between HCC and the Olkola and Thaypan Peoples (Ancillary Agreement). The Ancillary Agreement includes provisions for the protection of Aboriginal cultural heritage through a heritage protocol annexed to the Deed. The heritage protocol contains standard terms for heritage surveys and clearances for proposed exploration by the Olkola and Thaypan Peoples. The Ancillary Agreement provides for annual payments of $850.00 plus CPI per exploration licences for the duration of the exploration licences. It does not provide for payment of compensation for the impact of exploration on the native title rights and interests of the Olkola and Thaypan Peoples. Clause 11 of the Ancillary Agreement requires the Ancillary Agreement to be assigned in the event of the transfer of EPM 14313 and EPM 14312.

97. The Searches indicate that each of the MLs was granted prior to the commencement of the NTA and is not subject to the NTPCs or a registered ILUA.

98. We are not aware of any other existing agreements with the native title party for the ML areas. If any agreements do exist, they may contain provisions regarding the protection of Aboriginal cultural heritage in the area of the MLs.

99. Unless cultural heritage protection provisions apply under an existing agreement, it is mandatory for a holder to have an approved CHMP for a project that requires an Environmental Impact Statement (EIS) under the EP Act. Relevantly, an EIS may be required in relation to a site-specific environmental authority application.

100. The MLs are subject to a site-specific environmental authority (EPML00870113). We have not viewed any information or documents that indicates that an EIS was required for EPML00870113 or that a CHMP has been approved or is required in relation to the MLs.

101. In the absence of the NTPCs, an approved CHMP, a registered ILUA or any other native title agreement(s), the Company’s Duty of Care can be discharged through compliance with the Guidelines.

Mining Access Legal is the trading name of Mining Access Legal Pty Ltd A.B.N. 36 613 019 640 Liability Limited by a scheme approved under Professional Standards Legislation

PART E – NATIVE TITLE

Native Title Overview

102. On 3 June 1992, the High Court of Australia (High Court) held in Mabo v Queensland (No. 2) (1992) 175 CLR 1 (Mabo Case) that the common law of Australia recognises a form of Native Title.

103. The High Court held in the Mabo Case that Native Title rights to land will be recognised where:

(a) the persons making the claim can establish that they have a connection with the relevant land in the context of the application of traditional laws and customs, including demonstration of the existence of certain rights and privileges that attach to the land, in the period following colonialisation;

(b) these rights and privileges have been maintained continuously in the period following colonisation up until the time of the relevant claim; and

(c) the Native Title rights have not been lawfully extinguished, either by voluntary surrender to the Crown, death of the last survivor of the relevant community claiming Native Title or the grant of an interest by the Crown via legislation or executive actions that is otherwise inconsistent with the existence of Native Title (e.g. freehold or some leasehold interests in land).

104. Extinguishment will only be lawful if the extinguishment complies with the Racial Discrimination Act 1975 (Cth) (Racial Discrimination Act).

105. Lesser interests granted in respect of the relevant land will not extinguish existing Native Title unless the grant is inconsistent with the exercise of Native Title rights. Accordingly, unless otherwise determined, Native Title rights will coexist with the relevant interest to the extent that the interest is not inconsistent.

106. In response to the Mabo Case the Commonwealth Parliament responded by passing the NTA, which came into effect in January 1994.

107. As a statement of general principles, the NTA:

(a) provides for recognition and protection of Native Title;

(b) provides a framework of specific procedures for determining claims for Native Title such as the “right to negotiate” which allows Native Title claimants to be consulted, and seek compensation, in relation to, amongst other things, mining operations;

(c) confirms the validity of titles granted by the Commonwealth Government prior to 1994, or “past acts”, which would otherwise be invalidated upon the basis of the existence of Native Title; and

(d) establishes ways in which titles or interests granted by the Commonwealth Government after 1994, or “future acts”, affecting Native Title (e.g. the granting of mining tenement applications and converting exploration licences and prospecting licences to mining leases and the grant of pastoral leases) may proceed and how Native Title rights are protected.



Validity of the Tenements

108. Mining tenements granted since the commencement of the NTA on 1 January 1994 which affect Native Title rights and interests will be valid provided that the “future act” procedures set out below were followed by the relevant parties.

109. The renewal or extension of the Tenements granted since 1 January 1994 which affect Native Title rights and interests will be valid provided that requirements of section 24IC of the NTA are met. Key requirements of section 24IC of the NTA include that the initial grant of the tenement was valid and that the extension or renewal of the tenement does not create a right of exclusive possession or otherwise confer a larger proprietary interest than the initial tenement.

Future tenement grants

110. The future act provisions under the NTA will apply to:

(a) the conversion of any of the Tenements or any tenements acquired in the future into mining leases; or

(b) the grant of any new tenement applications in the future,

where Native Title does, or may, exist.

111. The valid grant of any mining tenement which may affect Native Title requires compliance with the provisions of the NTA in addition to compliance with the usual procedures under the relevant State or Territory mining legislation.

112. There are various procedural rights afforded to registered Native Title claimants and determined Native Title holders under the NTA, with the key right being the “right to negotiate” process. This involves publishing or advertising a notice of the proposed grant of a tenement followed by a minimum six month period of negotiation between the tenement applicant and any relevant Native Title parties. If agreement is not reached to enable the grant to occur, the matter may be referred to arbitration before the NNTT, which has a further six months to reach a decision. A party to a determination of the NNTT may appeal that determination to the Federal Court on a question of law. Additionally, the decision of the NNTT may be reviewed by the relevant Commonwealth Minister.

113. The right to negotiate process can be displaced in cases where an ILUA is negotiated with the relevant Native Title claimants and registered with the NNTT in accordance with provisions of the NTA. In such cases, the procedures prescribed by the ILUA must be followed to obtain the valid grant of the relevant mining tenement. These procedures will vary depending on the terms of the ILUA. Similarly, if any other type of agreement is reached between a mining company or other proponent and a Native Title group which allows for the grant of future tenements, the right to negotiate process will generally not have to be followed with that Native Title group (depending on the terms of the agreement) but the parties will be required to enter into a state deed pursuant to the NTA which refers to the existence of that other agreement and confirms the relevant tenement/s can be granted. The right to negotiate process may still need to be followed with other Native Title groups in circumstances where other Native Title parties hold rights under the NTA in the proposed tenement area.

114. An ILUA will generally contain provisions in respect of what activities may be conducted on the land the subject of the ILUA, and the compensation to be paid to the Native Title claimants for use of the land.

115. Once registered, an ILUA binds all parties, including all Native Title holders within the ILUA area.

116. The right to negotiate process is not required to be followed in respect of a proposed future act in instances where the “expedited procedure” under the NTA applies.



117. The expedited procedure applies to a future act under the NTA if:

(a) the act is not likely to interfere directly with the carrying on of the community or social activities of the persons who are the holders of Native Title in relation to the land;

(b) the act is not likely to interfere with areas or sites of particular significance, in accordance with their traditions, to the persons who are holders of the Native Title in relation to the land; and

(c) the act is not likely to involve major disturbance to any land or waters concerned or create rights whose exercise is likely to involve major disturbance to any land.

118. When the proposed future act is considered to be one that attracts the expedited procedure, persons have until three months after the notification date to take steps to become a Native Title party in relation to the relevant act (e.g. the proposed granting of an exploration licence).

119. The future act may be done unless, within four months after the notification day, a Native Title party lodges an objection with the NNTT against the inclusion of a statement that the proposed future act is an act attracting the expedited procedure.

120. If an objection to the relevant future act is not lodged within the four month period, the act may be done. If one or more Native Title parties object to the statement, the NNTT must determine whether the act is an act attracting the expedited procedure. If the NNTT determines that it is an act attracting the expedited procedure, the State or Territory may do the future act (i.e. grant a mining tenement).

Native Title Compensation

121. Determined Native Title holders may seek compensation under the NTA for the impact of acts affecting Native Title rights and interests after the commencement of the Racial Discrimination Act on 31 October 1975.

122. Compensation liability may be settled by agreement with Native Title holders, including through ILUAs (which have statutory force) and common law agreements (which do not have statutory force).

Application to the Tenements

123. The Searches indicate that the Tenements all wholly overlap the Cape York United Number 1 Claim (QC2014/008) (Claim). The Claim was registered under Part 7 of the NTA on 6 February 2015.

124. The Searches further indicate that each of the EPMs partly overlaps the Olkola Land Transfer ILUA (QI2014/085) between the State of Queensland, named applicants on behalf of the Olkola People and the Olkola Aboriginal Corporation. Our review of the NNTT register extract for QI2014/085 indicates that this ILUA does not contain any provisions that impact native title “future act” procedures for the grant of mining tenements or the conduct of mining activities in the ILUA area.

125. As noted above, the Searches indicate that each of the EPMs was granted subject to the NTA “expedited procedure” and is subject to the NTPCs, except for EPM 14313, which was granted pursuant to a section 31 agreement under the NTA. We have not sighted the section 31 agreement or any accompanying Ancillary Agreement between the Company and the Cape York United Number 1 claimants. However, we are not aware of any reason why the EPMs would be regarded as having not been validly granted.

126. The Searches indicate that each of the MLs was granted prior to the commencement of the NTA and were not therefore subject to the application of the NTA future act procedures at the time of grant.

127. The Searches further indicate that each of the MLs have been renewed since the commencement of the NTA for periods equal to or lesser than the initial period of grant. We have assumed that the



renewal of the MLs does not confer a larger proprietary interest than the initial tenement for the purposes of section 24IC of the NTA. We are not aware of any reason why the MLs would be regarded as having not been validly renewed.

128. With the exception of the section 31 agreement for EPM 14313 and the ILUA, we are not aware of any native title agreements that apply to the Tenements and which may contain provisions regarding the grant of future tenements, the conduct of mining activities, and/or compensation for the impact of the grant of the Tenements on native title rights and interests.

QUALIFICATIONS AND ASSUMPTIONS

129. We note the following qualifications and assumptions in relation to this Report:

(a) the information in Schedules 1 and 2 are accurate as at the date the relevant Searches were obtained. We cannot comment on whether any changes have occurred in respect of the Tenements between the date of a Search and the date of this Report;

(b) we have assumed that the registered holder of a Tenement has valid legal title to the relevant Tenement;

(c) we have assumed that all Searches conducted are true, accurate and complete as at the time the Searches were conducted;

(d) that where a document considered for the purposes of this Report has been provided by the Company it is a true, accurate and complete version of that document;

(e) the references in this Report to concurrent interests that overlap the Tenements are taken from details shown on the Queensland online mapping system, as relevant. No investigations have been conducted to verify the accuracy of the overlap of concurrent interests;

(f) the references in Schedule 1 to the areas of the Tenements are taken from details shown on the electronic registers of DNRME, as relevant. No survey was conducted to verify the accuracy of the Tenement areas;

(g) the references in Schedule 2 to the Crown land concurrent interests are taken from details shown on the electronic registers of DNRME and the Queensland online mapping system, as relevant. No action was taken to verify the accuracy of the encroachments against each of the Tenements;

(h) the references in this Report to the Native Title relating to the Tenements are taken from searches of the registers maintained by the NNTT. No action was taken to verify the accuracy of the information provided in the searches;

(i) this Report does not cover any third party interests, including encumbrances, in relation to the Tenements that are not apparent from our Searches and/or the information provided to us;

(j) we have assumed that all instructions and information (including contracts), whether oral or written, provided to us by the Company, its officers, employees, agents or representatives is true, accurate and complete;

(k) unless apparent from our Searches or the information provided to us, we have assumed compliance with the requirements necessary to maintain the Tenements in good standing;

(l) where any dealing in a Tenement has been lodged for registration but is not yet registered, we do not express any opinion as to whether that registration will be effected, or the consequences of non-registration;



(m) with respect to the granting of the Tenements, we have assumed that the State, the relevant claimant group and the applicant(s) for the Tenements have complied with, or will comply with, the applicable future act provisions in the NTA;

(n) we have not researched the Tenements to determine if there are any unregistered Aboriginal cultural heritage site, points or polygons located on or otherwise affecting the Tenements;

(o) in relation to the Native Title determinations and claims outlined in this Report, we do not express an opinion on the merits of such determinations and claims;

(p) we have not considered any further regulatory approvals that may be required under State and Commonwealth laws (for example, environmental laws) to authorise activities conducted on the Tenements; and

(q) various parties’ signatures on all agreements relating to the Tenements provided to us are authentic, and that the agreements are, and were when signed, within the capacity and powers of those who executed them. We assume that all of the agreements were validly authorised, executed and delivered by and are binding on the parties to them and comprise the entire agreements between the parties to each of them.

CONSENT

130. This Report is given solely for the benefit of the Company and the directors of the Company in connection with the issue of the Prospectus and is not to be relied on or disclosed to any other person or used for any other purpose or quoted or referred to in any public document or filed with any government body or other person without our prior consent.

131. Mining Access Legal has given its written consent to the issue of the Prospectus with this Report in the form and context in which it is included, and being named as the Mining and Resources solicitor to the Company and has not withdrawn its consent prior to the lodgement of the Prospectus.

Yours faithfully

Hayley McNamara Principal Mining Access Legal

Solic

itor’s

Rep

ort –

Pac

gold

Lim

ited

– Sc

hedu

le 1

– T

enem

ent S

ched

ule

& N

ativ

e Ti

tle/H

erita

ge Si

tes

© M

inin

g Ac

cess

Lega

l

Page

| 2

1

Sche

dule

1 –

Ten

emen

t Sch

edul

e &

Nat

ive

Title

/Her

itage

Site

s

Tene

men

t/

Appl

icatio

n Ho

lder

/ Ap

plica

nt

Shar

es

Appl

ied/

Gr

ant D

ate

Expi

ry D

ate

A

rea

Purp

ose/

Min

eral

s Ne

xt A

nnua

l Re

nt

Regi

ster

ed

Deal

ings

Na

tive

Title

Na

tive

Title

Ca

tego

ry

Herit

age

EPM

143

13

Pacg

old

Limite

d

100%

13

/07/

2005

12

/07/

2024

10

sub-

bloc

ks

(app

roxim

atel

y 30

he

ctar

es)

All m

iner

als

othe

r tha

n co

al

$164

9.00

($

164.

90 p

er

unit)

Nil

Falls

who

lly

with

in th

e Ca

pe Y

ork

Unite

d Nu

mbe

r 1

Clai

m

(QC2

014/

008)

(100

%)

Sect

ion

31

agre

emen

t No

regi

ster

ed

Abor

igin

al o

r To

rres

Str

ait

Islan

der (

ATSI

) cu

ltura

l he

ritag

e sit

e po

ints

No re

gist

ered

AT

SI cu

ltura

l he

ritag

e sit

e po

lygo

ns

EPM

153

59

Pacg

old

Limite

d 10

0%

24/0

5/20

07

23/0

5/20

25

15 su

b-bl

ocks

(a

ppro

ximat

ely

60

hect

ares

)

All m

iner

als

othe

r tha

n co

al

$2,4

73.5

0 ($

164.

90 p

er

unit)

Nil

Falls

who

lly

with

in th

e Ca

pe Y

ork

Unite

d Nu

mbe

r 1

Clai

m

(QC2

014/

008)

(100

%)

Gran

ted

with

nat

ive

title

pr

otec

tion

cond

ition

s

No re

gist

ered

AT

SI cu

ltura

l he

ritag

e sit

e po

ints

No re

gist

ered

AT

SI cu

ltura

l he

ritag

e sit

e po

lygo

ns

EPM

153

60

Pacg

old

Limite

d 10

0%

23/0

8/20

07

22/0

8/20

25

8 su

b-bl

ocks

(a

ppro

ximat

ely

24

hect

ares

)

All m

iner

als

othe

r tha

n co

al

$131

9.20

($

164.

90 p

er

unit)

Nil

Falls

who

lly

with

in th

e Ca

pe Y

ork

Unite

d Nu

mbe

r 1

Clai

m

(QC2

014/

008)

(100

%)

Gran

ted

with

nat

ive

title

pr

otec

tion

cond

ition

s

No re

gist

ered

AT

SI cu

ltura

l he

ritag

e sit

e po

ints

No re

gist

ered

AT

SI cu

ltura

l

Solic

itor’s

Rep

ort –

Pac

gold

Lim

ited

– Sc

hedu

le 1

– T

enem

ent S

ched

ule

& N

ativ

e Ti

tle/H

erita

ge Si

tes

© M

inin

g Ac

cess

Lega

l

Page

| 2

2

herit

age

site

poly

gons

EPM

163

01

Pacg

old

Limite

d 10

0%

14/1

0/20

08

13/1

0/20

21

6 su

b-bl

ocks

(a

ppro

ximat

ely

18

hect

ares

)

All m

iner

als

othe

r tha

n co

al

$989

.40

($16

4.90

per

un

it)

Nil

Falls

who

lly

with

in th

e Ca

pe Y

ork

Unite

d Nu

mbe

r 1

Clai

m

(QC2

014/

008)

(100

%)

Gran

ted

with

nat

ive

title

pr

otec

tion

cond

ition

s

No re

gist

ered

AT

SI cu

ltura

l he

ritag

e sit

e po

ints

No re

gist

ered

AT

SI cu

ltura

l he

ritag

e sit

e po

lygo

ns

EPM

262

66

Pacg

old

Limite

d 10

0%

08/0

5/20

17

07/0

5/20

22

75 su

b-bl

ocks

(a

ppro

ximat

ely

225

hect

ares

)

All m

iner

als

othe

r tha

n co

al

$12,

367.

50

($16

4.90

per

un

it)

Nil

Falls

who

lly

with

in th

e Ca

pe Y

ork

Unite

d Nu

mbe

r 1

Clai

m

(QC2

014/

008)

(100

%)

Gran

ted

with

nat

ive

title

pr

otec

tion

cond

ition

s

3 re

gist

ered

AT

SI cu

ltura

l he

ritag

e sit

e po

ints

- A

borig

inal

In

tang

ible

Pl

ace

(DP-

0025

-1)

- Abo

rigin

al

Inta

ngib

le

Plac

e (D

P-00

43-1

)

- Abo

rigin

al

Inta

ngib

le

Plac

e (D

P-00

44-1

)

No re

gist

ered

AT

SI cu

ltura

l he

ritag

e sit

e po

lygo

ns

Solic

itor’s

Rep

ort –

Pac

gold

Lim

ited

– Sc

hedu

le 1

– T

enem

ent S

ched

ule

& N

ativ

e Ti

tle/H

erita

ge Si

tes

© M

inin

g Ac

cess

Lega

l

Page

| 2

3

ML 2

901

Pacg

old

Limite

d 10

0%

29/0

4/19

82

30/0

4/20

24

2.88

he

ctar

es

Gold

$1

91.1

0 ($

63.7

0 pe

r un

it)

Nil

Falls

who

lly

with

in th

e Ca

pe Y

ork

Unite

d Nu

mbe

r 1

Clai

m

(QC2

014/

008)

(100

%)

Gran

ted

befo

re 1

Ja

nuar

y 19

94

2 re

gist

ered

AT

SI cu

ltura

l he

ritag

e sit

e po

ints

- A

borig

inal

In

tang

ible

Pl

ace

(DP-

0025

-1)

- Abo

rigin

al

Inta

ngib

le

Plac

e (D

P-00

44-1

)

No re

gist

ered

AT

SI cu

ltura

l he

ritag

e sit

e po

lygo

ns

ML 2

902

Pa

cgol

d Lim

ited

100%

29

/04/

1982

30

/04/

2024

2.

88

hect

ares

Go

ld

$191

.10

($63

.70

per

unit)

Nil

Falls

who

lly

with

in th

e Ca

pe Y

ork

Unite

d Nu

mbe

r 1

Clai

m

(QC2

014/

008)

(100

%)

Gran

ted

befo

re 1

Ja

nuar

y 19

94

No re

gist

ered

AT

SI cu

ltura

l he

ritag

e sit

e po

ints

No re

gist

ered

AT

SI cu

ltura

l he

ritag

e sit

e po

lygo

ns

ML 2

907

Pacg

old

Limite

d 10

0%

03/0

6/19

82

30/0

6/20

24

2.06

he

ctar

es

Gold

$1

91.1

0 ($

63.7

0 pe

r un

it)

Nil

Falls

who

lly

with

in th

e Ca

pe Y

ork

Unite

d Nu

mbe

r 1

Clai

m

(QC2

014/

008)

(100

%)

Gran

ted

befo

re 1

Ja

nuar

y 19

94

No re

gist

ered

AT

SI cu

ltura

l he

ritag

e sit

e po

ints

No re

gist

ered

AT

SI cu

ltura

l

Solic

itor’s

Rep

ort –

Pac

gold

Lim

ited

– Sc

hedu

le 1

– T

enem

ent S

ched

ule

& N

ativ

e Ti

tle/H

erita

ge Si

tes

© M

inin

g Ac

cess

Lega

l

Page

| 2

4

herit

age

site

poly

gons

ML 2

908

Pacg

old

Limite

d 10

0%

03/0

6/19

82

30/0

6/20

24

4.03

he

ctar

es

Gold

$3

18.5

0 ($

63.7

0 pe

r un

it)

Nil

Falls

who

lly

with

in th

e Ca

pe Y

ork

Unite

d Nu

mbe

r 1

Clai

m

(QC2

014/

008)

(100

%)

Gran

ted

befo

re 1

Ja

nuar

y 19

94

No re

gist

ered

AT

SI cu

ltura

l he

ritag

e sit

e po

ints

No re

gist

ered

AT

SI cu

ltura

l he

ritag

e sit

e po

lygo

ns

ML 2

957

Pacg

old

Limite

d 10

0%

07/0

3/19

85

31/0

3/20

27

1.60

he

ctar

es

Gold

and

sil

ver o

re

$127

.40

($63

.70

per

unit)

Nil

Falls

who

lly

with

in th

e Ca

pe Y

ork

Unite

d Nu

mbe

r 1

Clai

m

(QC2

014/

008)

(100

%)

Gran

ted

befo

re 1

Ja

nuar

y 19

94

No re

gist

ered

AT

SI cu

ltura

l he

ritag

e sit

e po

ints

No re

gist

ered

AT

SI cu

ltura

l he

ritag

e sit

e po

lygo

ns

ML 2

958

Pacg

old

Limite

d 10

0%

10/0

4/19

86

30/0

6/20

24

11.4

3 he

ctar

es

Gold

and

sil

ver o

re

$764

.40

($63

.70

per

unit)

Nil

Falls

who

lly

with

in th

e Ca

pe Y

ork

Unite

d Nu

mbe

r 1

Clai

m

(QC2

014/

008)

(100

%)

Gran

ted

befo

re 2

3 De

cem

ber

1996

No re

gist

ered

AT

SI cu

ltura

l he

ritag

e sit

e po

ints

No re

gist

ered

AT

SI cu

ltura

l he

ritag

e sit

e po

lygo

ns

ML 3

010

Pacg

old

Limite

d 10

0%

25/0

1/19

90

30/0

6/20

24

29.5

2 he

ctar

es

Gold

$1

,911

.00

($63

.70

per

unit)

Nil

Falls

who

lly

with

in th

e Ca

pe Y

ork

Unite

d

Gran

ted

befo

re 2

3 No

regi

ster

ed

ATSI

cultu

ral

Solic

itor’s

Rep

ort –

Pac

gold

Lim

ited

– Sc

hedu

le 1

– T

enem

ent S

ched

ule

& N

ativ

e Ti

tle/H

erita

ge Si

tes

© M

inin

g Ac

cess

Lega

l

Page

| 2

5

Num

ber 1

Cl

aim

(Q

C201

4/00

8) (1

00%

)

Dece

mbe

r 19

96

herit

age

site

poin

ts

No re

gist

ered

AT

SI cu

ltura

l he

ritag

e sit

e po

lygo

ns

ML 3

011

Pacg

old

Limite

d 10

0%

01/1

0/19

87

30/0

6/20

24

4.36

he

ctar

es

Livin

g qu

arte

rs,

cam

p,

wor

ksho

p,

mac

hine

ry

and

stor

age

$318

.50

($63

.70

per

unit)

Nil

Falls

who

lly

with

in th

e Ca

pe Y

ork

Unite

d Nu

mbe

r 1

Clai

m

(QC2

014/

008)

(100

%)

Gran

ted

befo

re 2

3 De

cem

ber

1996

No re

gist

ered

AT

SI cu

ltura

l he

ritag

e sit

e po

ints

No re

gist

ered

AT

SI cu

ltura

l he

ritag

e sit

e po

lygo

ns

Solic

itor’s

Rep

ort –

Pac

gold

Lim

ited

– Sc

hedu

le 2

– C

oncu

rren

t Int

eres

ts

©M

inin

g Ac

cess

Lega

l

Page

| 26

Sche

dule

2 –

Con

curr

ent I

nter

ests

Tene

men

t Ar

ea A

ffect

ed

Desc

riptio

n Co

nditi

ons

EPM

143

13

0.39

%

Lot 1

1/SP

2666

13; P

asto

ral H

oldi

ng

Exclu

sions

for E

PM 1

4313

inclu

de:

• Ol

kola

(Kur

rum

bila

) Reg

iona

l Par

k 1;

and

•

Rest

ricte

d Ar

ea 4

04.

0.06

%

Lot 1

1/SP

2666

13; P

asto

ral H

oldi

ng

14.1

1%

Lot 1

1/SP

2666

13; P

asto

ral H

oldi

ng

52.1

%

Lot 1

1/SP

2666

13; P

asto

ral H

oldi

ng

0.85

%

Lot 4

6/SP

2353

13; L

ease

of a

term

of

year

s; Pa

stor

al

2.39

%

Lot 4

7/SP

2353

13; L

ease

of a

term

of

year

s; Pa

stor

al

6.36

%

Lot 4

7/SP

2353

13; L

ease

of a

term

of

year

s; Pa

stor

al

37,1

04.3

2 HA

; 3.2

6%

Lot 4

7/CP

8468

55; O

ther

Cro

wn

Land

(le

ase

hold

and

rese

rves

oth

er th

an

Stat

e Fo

rest

(SF)

, Tim

ber R

eser

ve (T

R)

or F

ores

t Res

erve

(FR)

); Pa

stor

al

Hold

ing

type

s

19,1

38.4

1 H

A;

6.34

%

Lot 4

7/CP

8468

55; O

ther

Cro

wn

Land

(le

ase

hold

and

rese

rves

oth

er th

an S

F,

TR o

r FR)

; Pas

tora

l Hol

ding

type

s

Solic

itor’s

Rep

ort –

Pac

gold

Lim

ited

– Sc

hedu

le 2

– C

oncu

rren

t Int

eres

ts

©M

inin

g Ac

cess

Lega

l

P

age

| 27

25,4

69.0

2 HA

; 66

.66%

Lo

t 11/

SP26

6613

; Oth

er C

row

n La

nd

(leas

e ho

ld a

nd re

serv

es o

ther

than

SF,

TR

or F

R); P

asto

ral H

oldi

ng ty

pes

373,

230.

00 H

A;

19.7

8%

Lot 2

0/SP

2414

32; O

lkol

a Na

tiona

l Par

k (C

ape

York

Pen

insu

la A

borig

inal

Land

)

740,

240.

00 H

A;

21.5

4%

Olko

la La

nd T

rans

fer I

LUA

(QI2

014/

085)

19.7

7%

Rest

ricte

d ar

ea n

umbe

r 404

; Pro

hibi

t ap

plica

tions

und

er th

e M

RA a

nd

Geot

herm

al A

cts;

Min

eral

Res

ourc

es A

ct

1989

(QLD

) and

Geo

ther

mal

Ene

rgy

Act

2010

(QLD

)

1.48

%

Rest

ricte

d ar

ea n

umbe

r 441

; Lan

d us

e pl

anni

ng; M

iner

al R

esou

rces

Act

198

9 (Q

LD) a

nd G

eoth

erm

al E

nerg

y Ac

t 201

0 (Q

LD)

EPM

153

59

25,4

69.0

2 HA

; 99

.52%

Lo

t 11/

SP26

6613

; Oth

er C

row

n La

nd

(leas

e ho

ld a

nd re

serv

es o

ther

than

SF,

TR

or F

R); P

asto

ral H

oldi

ng ty

pes

EPM

153

59 is

subj

ect t

o th

e Na

tive

Title

Pro

tect

ion

Cond

ition

s – th

e pe

rmit

hold

er w

ill b

e re

quire

d to

carr

y ou

t th

e w

ork

prog

ram

and

com

ply

with

the

term

cond

ition

s thr

ough

out t

he p

erm

it te

rm.

740,

240.

00 H

A;

0.04

%

Olko

la La

nd T

rans

fer I

LUA

(QI2

014/

085)

0.04

%

Rest

ricte

d ar

ea n

umbe

r 441

; Lan

d us

e pl

anni

ng; M

iner

al R

esou

rces

Act

198

9 (Q

LD) a

nd G

eoth

erm

al E

nerg

y Ac

t 201

0 (Q

LD)

Solic

itor’s

Rep

ort –

Pac

gold

Lim

ited

– Sc

hedu

le 2

– C

oncu

rren

t Int

eres

ts

©M

inin

g Ac

cess

Lega

l

P

age

| 28

EPM

153

60

8.93

%

Lot 1

1/SP

2666

13; P

asto

ral H

oldi

ng

The

perm

it is

subj

ect t

o th

e Na

tive

Title

Pro

tect

ion

Cond

ition

s – th

e pe

rmit

hold

er w

ill b

e re

quire

d to

carr

y ou

t th

e w

ork

prog

ram

and

com

ply

with

the

term

cond

ition

s thr

ough

out t

he p

erm

it te

rm.

Exclu

sions

for E

PM 1

5360

inclu

de:

• Ol

kola

(Kur

rum

bila

) Reg

iona

l Par

k 1;

and

•

Rest

ricte

d Ar

ea 4

04.

3.17

%

Lot 4

6/SP

2353

13; L

ease

of a

term

of

year

s; Pa

stor

al

42.0

5%

Lot 4

6/SP

2353

13; L

ease

of a

term

of

year

s; Pa

stor

al

3.30

%

Lot 4

7/SP

2353

13; L

ease

of a

term

of

year

s; Pa

stor

al

6.49

%

Lot 4

7/SP

2353

13; L

ease

of a

term

of

year

s; Pa

stor

al

25,4

69.0

2 HA

; 8.9

3%

Lot 1

1/SP

2666

13; O

ther

Cro

wn

Land

(le

ase

hold

and

rese

rves

oth

er th

an S

F,

TR o

r FR)

; Pas

tora

l Hol

ding

type

s

373,

230.

00 H

A;

33.8

8%

Lot 2

0/SP

2414

32; O

lkol

a Na

tiona

l Par

k (C

ape

York

Pen

insu

la A

borig

inal

Land

)

3710

4.32

442

HA;

55%

Lo

t 47/

CP84

6855

; Oth

er C

row

n La

nd

(leas

e ho

ld a

nd re

serv

es o

ther

than

SF,

TR

or F

R); P

asto

ral H

oldi

ng ty

pes

740,

240.

00 H

A;

33.8

8%

Olko

la La

nd T

rans

fer I

LUA

(QI2

014/

085)

33.8

7%

Rest

ricte

d ar

ea n

umbe

r 404

; Pro

hibi

t ap

plica

tions

und

er th

e M

RA a

nd

Geot

herm

al A

cts;

Min

eral

Res

ourc

es A

ct

Solic

itor’s

Rep

ort –

Pac

gold

Lim

ited

– Sc

hedu

le 2

– C

oncu

rren

t Int

eres

ts

©M

inin

g Ac

cess

Lega

l

P

age

| 29

1989

(QLD

) and

Geo

ther

mal

Ene

rgy

Act

2010

(QLD

)

EPM

163

01

25,4

69.0

2 HA

; 43%

Lo

t 11/

SP26

6613

; Oth

er C

row

n La

nd

(leas

e ho

ld a

nd re

serv

es o

ther

than

SF,

TR

or F

R); P

asto

ral H

oldi

ng ty

pes

Exclu

sion

for E

PM 1

6301

inclu

de R

estr

icted

Are

a 40

4.

373,

230

HA; 1

8.43

%

Lot 2

0/SP

2414

32; O

lkol

a Na

tiona

l Par

k (C

ape

York

Pen

insu

la A

borig

inal

Land

)

740,

240.

00 H

A;

57.0

0%

Olko

la La

nd T

rans

fer I

LUA

(QI2

014/

085)

18.4

3%

Rest

ricte

d ar

ea n

umbe

r 404

; Pro

hibi

t ap

plica

tions

und

er th

e M

RA a

nd

Geot

herm

al A

cts;

Min

eral

Res

ourc

es A

ct

1989

(QLD

) and

Geo

ther

mal

Ene

rgy

Act

2010

(QLD

)

38.5

7%

Rest

ricte

d ar

ea n

umbe

r 441

; Lan

d us

e pl

anni

ng; M

iner

al R

esou

rces

Act

198

9 (Q

LD) a

nd G

eoth

erm

al E

nerg

y Ac

t 201

0 (Q

LD)

EPM

262

66

14.4

9%

Lot 1

1/SP

2666

13; P

asto

ral H

oldi

ng

Exclu

sion

for E

PM 2

6266

inclu

de R

estr

icted

Are

a 40

4.

2.

94%

Lo

t 11/

SP26

6613

; Pas

tora

l Hol

ding

1.14

%

Lot 1

1/SP

2666

13; P

asto

ral H

oldi

ng

4.22

%

Lot 1

1/SP

2666

13; P

asto

ral H

oldi

ng

Solic

itor’s

Rep

ort –

Pac

gold

Lim

ited

– Sc

hedu

le 2

– C

oncu

rren

t Int

eres

ts

©M

inin

g Ac

cess

Lega

l

P

age

| 30

17.7

8%

Lot 1

1/SP

2666

13; P

asto

ral H

oldi

ng

25,4

69.0

2 HA

; 40

.57%

Lo

t 11/

SP26

6613

; Oth

er C

row

n La

nd

(leas

e ho

ld a

nd re

serv

es o

ther

than

SF,

TR

or F

R); P

asto

ral H

oldi

ng ty

pes

373,

230.

00 H

A;

5.23

%

Lot 2

0/SP

2414

32; O

lkol

a Na

tiona

l Par

k (C

ape

York

Pen

insu

la A

borig

inal

Land

)

10.7

2%

Lot 4

6/SP

2353

13; L

ease

of a

term

of

year

s; Pa

stor

al

9.71

%

Lot 4

6/SP

2353

13; L

ease

of a

term

of

year

s; Pa

stor

al

1.07

%

Lot 4

7/SP

2353

13; L

ease

of a

term

of

year

s; Pa

stor

al

7.28

%

Lot 4

7/SP

2353

13; L

ease

of a

term

of

year

s; Pa

stor

al

14.7

3%

Lot 4

7/SP

2353

13; L

ease

of a

term

of

year

s; Pa

stor

al

1.80

%

Lot 4

7/SP

2353

13; L

ease

of a

term

of

year

s; Pa

stor

al

2.54

%

Lot 4

7/SP

2353

13; L

ease

of a

term

of

year

s; Pa

stor

al

Solic

itor’s

Rep

ort –

Pac

gold

Lim

ited

– Sc

hedu

le 2

– C

oncu

rren

t Int

eres

ts

©M

inin

g Ac

cess

Lega

l

P

age

| 31

0.45

%

Lot 4

7/SP

2353

13; L

ease

of a

term

of

year

s; Pa

stor

al

0.07

%

Lot 4

7/SP

2353

13; L

ease

of a

term

of

year

s; Pa

stor

al

37,1

04.3

2 HA

; 25.

76

Lot 4

7/CP

8468

55; O

ther

Cro

wn

Land

(le

ase

hold

and

rese

rves

oth

er th

an S

F,

TR o

r FR)

; Pas

tora

l Hol

ding

type

s

19,1

38.4

1 HA

; 22.

61

Lot 4

7/CP

8468

55; O

ther

Cro

wn

Land

(le

ase

hold

and

rese

rves

oth

er th

an S

F,

TR o

r FR)

; Pas

tora

l Hol

ding

type

s

740,

240.

00 H

A;

7.71

%

Olko

la La

nd T

rans

fer I

LUA

(QI2

014/

085)

5.22

%

Rest

ricte

d ar

ea n

umbe

r 404

; Pro

hibi

t ap

plica

tions

und

er th

e M

RA a

nd

Geot

herm

al A

cts;

Min

eral

Res

ourc

es

Act 1

989

(QLD

) and

Geo

ther

mal

Ene

rgy

Act 2

010

(QLD

)

2.35

%

Rest

ricte

d ar

ea n

umbe

r 441

; Lan

d us

e pl

anni

ng; M

iner

al R

esou

rces

Act

198

9 (Q

LD) a

nd G

eoth

erm

al E

nerg

y Ac

t 201

0 (Q

LD)

ML 2

901

225

HA; 1

00%

EP

M 2

6266

; Pac

gold

Lim

ited

-

Solic

itor’s

Rep

ort –

Pac

gold

Lim

ited

– Sc

hedu

le 2

– C

oncu

rren

t Int

eres

ts

©M

inin

g Ac

cess

Lega

l

P

age

| 32

25,4

69.0

2 HA

; 100

%

Lot 1

1/SP

2666

13; O

ther

Cro

wn

Land

(le

ase

hold

and

rese

rves

oth

er th

an S

F,

TR o

r FR)

; Pas

tora

l Hol

ding

type

s

ML 2

902

25

,469

.02

HA; 1

00%

Lo

t 11/

SP26

6613

; Oth

er C

row

n La

nd

(leas

e ho

ld a

nd re

serv

es o

ther

than

SF,

TR

or F

R); P

asto

ral H

oldi

ng ty

pes

-

ML 2

907

25,4

69.0

2 HA

; 100

%

Lot 1

1/SP

2666

13; O

ther

Cro

wn

Land

(le

ase

hold

and

rese

rves

oth

er th

an S

F,

TR o

r FR)

; Pas

tora

l Hol

ding

type

s

-

ML 2

908

25,4

69.0

2 HA

; 100

%

Lot 1

1/SP

2666

13; O

ther

Cro

wn

Land

(le

ase

hold

and

rese

rves

oth

er th

an S

F,

TR o

r FR)

; Pas

tora

l Hol

ding

type

s

-

ML 2

957

25,4

69.0

2 HA

; 100

%

Lot 1

1/SP

2666

13; O

ther

Cro

wn

Land

(le

ase

hold

and

rese

rves

oth

er th

an S

F,

TR o

r FR)

; Pas

tora

l Hol

ding

type

s

-

ML 2

958

25,4

69.0

2 HA

; 100

%

Lot 1

1/SP

2666

13; O

ther

Cro

wn

Land

(le

ase

hold

and

rese

rves

oth

er th

an S

F,

TR o

r FR)

; Pas

tora

l Hol

ding

type

s

ML 2

958

is su

bjec

t to

the

follo

win

g co

nditi

ons:

1.

the

hold

er m

ust h

ave

com

plet

ed a

ll fe

asib

ility

stud

ies a

nd p

rovi

de a

repo

rt to

the

Chie

f Exe

cutiv

e in

cludi

ng a

ll da

ta o

n al

l res

ourc

e de

finiti

on a

ctiv

ities

to Jo

int O

re R

eser

ves C

omm

ittee

(JOR

C) C

ode

2012

by

the

end

of th

e re

new

al p

erio

d;

2.

the

hold

er sh

all n

ot u

nder

take

, on

the

min

ing

leas

e, a

ny su

rface

dist

urba

nce

upon

the

cons

truc

ted

port

ion

of th

e ro

ad, a

s con

stru

cted

and

mai

ntai

ned

by th

e Co

ok S

hire

Cou

ncil,

unl

ess a

n al

tern

ate

acce

ss h

as b

een

cons

truc

ted

to a

llow

cont

inue

d pu

blic

acce

ss to

all

pers

ons u

sing

the

road

; 3.

th

e al

tern

ate

acce

ss m

ust b

e to

a st

anda

rd co

mm

ensu

rate

with

oth

er ro

ads o

f thi

s typ

e as

cons

truc

ted

and

mai

ntai

ned

by C

ook

Shire

Cou

ncil;

4.

th

e ho

lder

shal

l not

obs

truc

t or i

nter

fere

with

acc

ess,

thro

ugh

the

min

ing

leas

e, to

all

pers

ons u

sing

the

road

, as c

onst

ruct

ed a

nd m

aint

aine

d by

the

Cook

Shi

re C

ounc

il, e

xcep

t for

whe

re co

nditi

on o

ne a

pplie

s or

for m

ine

safe

ty p

urpo

ses;


Solic

itor’s

Rep

ort –

Pac

gold

Lim

ited

– Sc

hedu

le 2

– C

oncu

rren

t Int

eres

ts

©M

inin

g Ac

cess

Lega

l

P

age

| 33

5.

in ci

rcum

stan

ces w

here

the

hold

er m

ust o

bstr

uct o

r int

erfe

re w

ith a

cces

s for

min

e sa

fety

pur

pose

s al

ong

the

road

, as c

onst

ruct

ed a

nd m

aint

aine

d by

the

Cook

Shi

re C

ounc

il, th

e ho

lder

shal

l pro

vide

al

tern

ativ

e ac

cess

as p

resc

ribed

at c

ondi

tion

2; a

nd

6.

in th

e ev

ent t

hat t

he h

olde

r has

dug

up,

or d

istur

bed

the

surfa

ce o

f the

road

as i

t tra

vers

es M

L 295

8,

the

hold

er w

ill, w

ithin

20

busin

ess d

ays o

f the

dist

urba

nce

occu

rrin

g, re

inst

ate

and

repa

ir th

e ro

ad to

th

e co

nditi

on it

was

in p

rior t

o an

y di

stur

banc

e by

the

hold

er, u

nles

s alte

rnat

ive

acce

ss is

pro

vide

d in

ac

cord

ance

with

cond

ition

2.

ML 3

010

22.0

3%

Lot 1

1/SP

2666

13; P

asto

ral H

oldi

ng

The

hold

er m

ust h

ave

com

plet

ed a

ll fe

asib

ility

stud

ies a

nd p

rovi

de a

repo

rt to

the

Chie

f Exe

cutiv

e in

cludi

ng a

ll da

ta o

n al

l res

ourc

e de

finiti

on a

ctiv

ities

to Jo

int O

re R

eser

ves C

omm

ittee

(JOR

C) C

ode

2012

by

the

end

of th

e re

new

al p

erio

d.

66.6

8%

Lot 1

1/SP

2666

13; P

asto

ral H

oldi

ng

25,4

69.0

2 HA

; 88

.71%

Lo

t 11/

SP26

6613

; Oth

er C

row

n La

nd

(leas

e ho

ld a

nd re

serv

es o

ther

than

SF,

TR

or F

R); P

asto

ral H

oldi

ng ty

pes

ML 3

011

25,4

69.0

2 HA

; 88

.71%

Lo

t 11/

SP26

6613

; Oth

er C

row

n La

nd

(leas

e ho

ld a

nd re

serv

es o

ther

than

SF,

TR

or F

R); P

asto

ral H

oldi

ng ty

pes

ML 3

011

is su

bjec

t to

the

follo

win

g co

nditi

ons:

1.

the

hold

er sh

all n

ot u

nder

take

, on

the

min

ing

leas

e, a

ny su

rface

dist

urba

nce

upon

the

cons

truc

ted

port

ion

of th

e ro

ad, a

s con

stru

cted

and

mai

ntai

ned

by th

e Co

ok S

hire

Cou

ncil,

unl

ess a

n al

tern

ate

acce

ss h

as b

een

cons

truc

ted

to a

llow

cont

inue

d pu

blic

acce

ss to

all

pers

ons u

sing

the

road

; 2.

th

e al

tern

ate

acce

ss m

ust b

e to

a st

anda

rd co

mm

ensu

rate

with

oth

er ro

ads o

f thi

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Schedule 3Independent Geologist’s Report

Derisk Geomining Consultants Pty Ltd ABN 44 615 606 454 +61 4 0802 9549 +65 9084 4652 [email protected] www.deriskgeomining.com

INDEPENDENT GEOLOGIST REPORT FOR THE ALICE RIVER GOLD PROJECT, NORTH QUEENSLAND

Client: Pacgold Ltd

Project number: P2021-19

Document status: FINAL

Effective date: 31 March 2021

Document date: 18 May 2021

P2021-19: Independent Geologist Report – Alice River Gold Project Pacgold Ltd

18 May 2021 FINAL REPORT Page i

DOCUMENT CONTROL AND INFORMATION

Project number:

Document title:

Client:

Client contact:

Document file name:

Document status:

Effective date:

Document date:

Derisk project manager:

Derisk contributors:

Derisk peer reviewer:

P2021-19

Independent Geologist Report for the Alice River Gold Project, North Queensland

Pacgold Ltd

Tony Schreck, Technical/Managing Director

P2021-19 Pacgold Alice River IGR FINAL.pdf

Final Report

31 March 2021

18 May 2021

Mark Berry, Director – Principal Geologist

Matthew White, Associate Principal Geologist Michele Pilkington, Director – Business Manager

Cameron Graves, Principal Geologist

Authorised and signed on behalf of Derisk (for Final Documents):

Derisk representative: Mark Berry MAIG 1, MGSA 2, AAICD 3

This document has been commissioned by the Client and has been prepared by Derisk Geomining Consultants Pty Ltd (Derisk) for the exclusive use of the Client. The contents of this document may not be published, disclosed, or copied without the prior written consent of Derisk.

This document may not be relied upon by anyone other than the Client, and Derisk accepts no liability for any loss arising from anyone other than the Client relying on information presented in this document.

Derisk accepts no liability for the accuracy or completeness of information provided to it by the Client, however, Derisk has used reasonable endeavours to verify information provided by the Client that has contributed to the preparation of this document, including any conclusions and recommendations. The commentary, statements and opinions included in this document are provided in good faith and in the belief that they are not misleading or false. The terms of the agreement between the Client and Derisk are such that Derisk has no obligation to update this document for events after the date of this document.

If the Client wishes to publicly report technical information presented in this document in accordance with national or international public reporting codes, the Client must seek and obtain written consent from the relevant Derisk contributor(s). This consent must cover the technical information to be publicly reported, together with the form and context in which it is published by the Client.

Copyright © Derisk Geomining Consultants Pty Ltd, 2017

1 Member, Australian Institute of Geoscientists 2 Member, Geological Society of Australia 3 Affiliate, Australian Institute of Company Directors

Cameerorrrrrrrr n Graves, Principal G

Mark Berry1 2 3


18 May 2021 FINAL REPORT Page ii

TABLE OF CONTENTS 1 EXECUTIVE SUMMARY ........................................................................................................................ 1

1.1 Introduction ................................................................................................................................... 1 1.2 Report Details ................................................................................................................................ 1 1.3 Mineral Assets Location, Ownership and History.......................................................................... 1 1.4 Exploration Targets, Mineral Resources and Ore Reserves .......................................................... 1 1.5 Exploration Strategy and Proposed Program ................................................................................ 1 1.6 Risks and Opportunities ................................................................................................................. 2 1.7 Conclusions .................................................................................................................................... 2

2 INTRODUCTION .................................................................................................................................. 3

2.1 Scope and Use of Report ............................................................................................................... 3 2.2 Technical Assessment, Reporting Standard and Currency ............................................................ 3 2.3 Report Authors and Contributors .................................................................................................. 3 2.4 Site Visit ......................................................................................................................................... 3 2.5 Statement of Independence .......................................................................................................... 3 2.6 Methodology and Limitations ....................................................................................................... 4 2.7 Reliance ......................................................................................................................................... 4 2.8 Records and Indemnities ............................................................................................................... 4

3 PROJECT SUMMARY ........................................................................................................................... 5

3.1 Ownership and Location ................................................................................................................ 5 3.2 Access and Infrastructure .............................................................................................................. 6 3.3 Climate ........................................................................................................................................... 6

4 TENEMENT STATUS ............................................................................................................................ 7

4.1 Tenure ............................................................................................................................................ 7 4.2 Tenement Standing ....................................................................................................................... 9

5 REGIONAL GEOLOGY AND MINERALISATION .................................................................................... 10

5.1 Regional Geological Setting ......................................................................................................... 10 5.2 Mineralisation .............................................................................................................................. 10

6 EXPLORATION STRATEGY ................................................................................................................. 13

7 PREVIOUS EXPLORATION AND MINING ............................................................................................ 15

7.1 Summary ...................................................................................................................................... 15 7.2 Surface Geochemical Data ........................................................................................................... 15 7.3 Geophysical Data ......................................................................................................................... 17

7.3.1 Induced Polarisation ................................................................................................................ 17 7.3.2 Aeromagnetics-Radiometrics .................................................................................................. 17

7.4 Drilling Data ................................................................................................................................. 17 7.4.1 Pre-1995 Drilling ...................................................................................................................... 17 7.4.2 2017 RC Drilling ....................................................................................................................... 20

7.5 Exploration Target Estimates ....................................................................................................... 22 7.6 Mineral Resource Estimates ........................................................................................................ 22 7.7 Ore Reserve Estimates and Operations ....................................................................................... 23

8 WORK COMPLETED AND TARGETS ................................................................................................... 24

8.1 Work Completed by Pacgold ....................................................................................................... 24 8.1.1 Reprocessing of Gradient Array IP Geophysics ....................................................................... 24 8.1.2 Reprocessing of Airborne Magnetic-Radiometric Geophysics ................................................ 24

8.2 Targets ......................................................................................................................................... 27 8.2.1 Northern Target ....................................................................................................................... 29 8.2.2 Central Target .......................................................................................................................... 30 8.2.3 Southern Target ....................................................................................................................... 34

9 PROPOSED WORK PROGRAM AND BUDGET ..................................................................................... 37

9.1 Exploration Program .................................................................................................................... 37 9.2 Budget ......................................................................................................................................... 37


18 May 2021 FINAL REPORT Page iii

10 RISKS AND OPPORTUNITIES .............................................................................................................. 39

11 CONCLUSIONS .................................................................................................................................. 40

12 PRACTITIONER/COMPETENT PERSON CONSENT ............................................................................... 41

12.1 Mark Berry – Practitioner/Specialist ........................................................................................... 41 12.2 Matthew White – Specialist and Competent Person .................................................................. 41

13 REFERENCES ..................................................................................................................................... 42

14 DEFINITIONS AND GLOSSARY ........................................................................................................... 43

APPENDIX 1. JORC CODE TABLE 1 CHECKLIST OF ASSESSMENT AND REPORTING CRITERIA ..................... 45

Section 1: Sampling Techniques and Data ............................................................................................. 45 Section 2: Reporting of Exploration Results .......................................................................................... 49

APPENDIX 2. DRILLHOLE LOCATIONS ...................................................................................................... 52

APPENDIX 3. SIGNIFICANT DRILLHOLE INTERSECTIONS ........................................................................... 63

LIST OF FIGURES Figure 3-1. Location of Alice River Gold Project. .............................................................................................. 5 Figure 3-2. Palmerville annual temperature and rainfall statistics. ................................................................. 6 Figure 4-1. Map showing Alice River Gold Project tenements, geology, and gold prospects. ......................... 8 Figure 5-1. Regional geology and mineralisation trends. ............................................................................... 11 Figure 5-2. Regional aeromagnetic image of the Alice River Gold Project area. ........................................... 12 Figure 6-1. IRGS mineralisation model with eastern Australian examples and endowment. ........................ 14 Figure 7-1. Distribution of Cyprus soil auger and BLEG sampling. ................................................................. 16 Figure 7-2. Cypress gradient array IP survey extent. ...................................................................................... 18 Figure 7-3. Drilling in the central Alice Gold Project area. ............................................................................. 19 Figure 7-4. AQ Prospect drillhole locations. ................................................................................................... 21 Figure 7-5. AQ Prospect cross-section C’-D’ showing significant gold intercepts in drillholes. ..................... 22 Figure 8-1. Reprocessed gradient array IP data with Pacgold targets (grey outlines). .................................. 25 Figure 8-2. Reprocessed and merged magnetics data (reduced-to-pole) with Pacgold target areas. ........... 26 Figure 8-3. Pacgold tenements showing the main gold targets. .................................................................... 27 Figure 8-4. Pacgold priority exploration focus with targets and significant drillhole intersections. .............. 28 Figure 8-5. Northern Target: Reprocessed gradient array IP geophysics. ...................................................... 30 Figure 8-6. Central Target: Long section of the AQ Prospect. ........................................................................ 31 Figure 8-7. Central Target: Cross section of the AQ Prospect showing open pit limit and depth extensions. ......................................................................................................................................................................... 32 Figure 8-8. Central Target: Reprocessed IP resistivity and conductivity anomalies at One Mile Prospect. .. 33 Figure 8-9. Central Target: Drillhole adjacent to IP chargeability target at One Mile Prospect. ................... 34 Figure 8-10. Southern Target: Reprocessed IP data and significant drilling intersections. ............................ 35 Figure 8-11. Southern Target: Cross Section #1 drillhole locations and gold intersections. .......................... 35 Figure 8-12. Southern Target: Cross Section #2 drillhole locations and gold intersections. .......................... 36 Figure 9-1. Proposed pole-dipole and gradient array IP geophysics survey locations. .................................. 38


18 May 2021 FINAL REPORT Page iv

LIST OF TABLES Table 2-1. Report contributors. ........................................................................................................................ 3 Table 4-1. Tenement status – MLs. .................................................................................................................. 7 Table 4-2. Tenement status – EPMs. ................................................................................................................ 7 Table 7-1. Surface geochemical sample database. ......................................................................................... 15 Table 7-2. Trench and costean geochemistry database. ................................................................................ 17 Table 7-3. Significant pre-1995 drillhole intervals. ......................................................................................... 20 Table 7-4. Alice River region mine production summary. .............................................................................. 23 Table 8-1. Pacgold priority targets. ................................................................................................................ 29 Table 9-1. Proposed two-year exploration program and budget (minimum raise). ...................................... 37 Table 9-2. Proposed two-year exploration program and budget (maximum raise). ..................................... 37 Table 14-1. Definitions and glossary of terms. ............................................................................................... 43


18 May 2021 FINAL REPORT Page 1

1 EXECUTIVE SUMMARY

1.1 Introduction

In November 2020, Derisk Geomining Consultants Pty Ltd (Derisk) was engaged by Pacgold Ltd (Pacgold or the Company) to undertake an independent technical assessment and prepare an Independent Geologist Report (IGR or the Report) for the Company’s Alice River Gold Project exploration assets in north Queensland (the Project) to support its proposed Initial Public Offering (IPO) on the Australian Securities Exchange (ASX).

1.2 Report Details

Derisk has adopted the VALMIN Code 4 for the technical assessment of the Project, and the JORC Code 5 as the public reporting standard. The effective date of this Report is 31 March 2021. All values in this report are in Australian dollars (AUD or $) unless otherwise stated.

This Report has been prepared by Mark Berry and Matthew White and peer reviewed by Cameron Graves. Mark Berry is the Practitioner and Specialist (as defined by the VALMIN Code) for the IGR and was assisted by Matthew White, who is also a Specialist. Matthew White is the Competent Person (as defined by the JORC Code) for compilation of the Exploration Results presented in the IGR.

Pacgold advised Derisk that there is no new material information to inspect at any of its assets and considered that a site visit was not essential. Matthew White has visited the Project several times from 2016 to 2019 on behalf of the previous owners of the project. Derisk has reviewed the information provided by Pacgold and notes that there is no new material information since May 2019 and there is sufficient information available to allow an informed evaluation to be made without a new inspection.

Derisk confirms that its Directors, staff, contributors, and reviewers to this Report are independent of Pacgold and have no interest in the outcome of the work to be completed in this engagement. Fees paid to Derisk are on a fee-for-service basis plus reimbursement of project-related expenses. Our agreement with Pacgold excludes any provision for a success fee or related incentive.

1.3 Mineral Assets Location, Ownership and History

Pacgold holds a portfolio of eight Mining Leases (MLs) and five Exploration Permits for Minerals (EPMs) in the Alice River region of north Queensland. The tenements comprise an area of 377 km2 at the northern end of the Northeast Queensland Mineral Province.

The Project is located approximately 400 km northwest of Cairns and 130 km west of Laura in north Queensland. Access is via sealed roads to Laura, then approximately 150 km of high-quality unsealed roads to the west of Laura. The town of Laura provides basic services and infrastructure to support exploration activities. On site, there is an exploration camp, minor infrastructure remaining from previous mining, and a nearby serviced airstrip suitable for small aircraft.

The region has a long history of exploration and mining activity since 1903. Modern exploration commenced in the 1970s and the Project area has been explored by several companies and mined by two companies. The most recent open pit mining and gold processing occurred at the main prospect called AQ (formerly Alice Queen) in 1999 to 2000.

1.4 Exploration Targets, Mineral Resources and Ore Reserves

At the effective date of this Report, Pacgold has not estimated and reported any Exploration Targets, Mineral Resources or Ore Reserves (as defined by the JORC Code) for any of its prospects. A previous company reported an Exploration Target over part of the Project area in 2017 and several companies have estimated and reported mineralisation tonnages at several prospects, but Derisk considers that none of these are compliant with the JORC Code.

1.5 Exploration Strategy and Proposed Program

The Project was acquired by Pacgold in 2020 to explore for large-scale, high-grade gold deposits, with the mineralisation model being intrusive-related gold systems (IRGS). Work completed by Pacgold to March 2021 includes:

4 Australasian Code for Public Reporting of Technical Assessments and Valuations of Mineral Assets (The VALMIN Code), 2015 5 Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (The JORC Code), 2012



Re-interpretation of the geochemical, geophysical and geology data.Data capture and re-processing of a 1989 gradient array induced polarisation (IP) geophysical survey.Re-processing of a 2017 airborne magnetic-radiometric geophysical survey.Geological and alteration coding of drill logs.Assessment of all data and definition of three priority target areas for exploration i.e., Northern, Centraland Southern.Design of an exploration program and budget to test the target areas.

Pacgold proposes to complete an exploration program over a two-year period ranging from AUD 2.49 M – 4.37 M depending on the IPO funds raised, that comprises:

Regional mapping including regolith mapping, focusing on the three main target zones.Pole-dipole IP geophysical surveys over the main target areas.Gradient array IP geophysical surveys to extend coverage north and south of the main target areas.Drilling of priority targets.

1.6 Risks and Opportunities

Derisk considers the key risks for Pacgold are:Exploration risk: Pacgold may be unsuccessful in its aim of discovering an economic bulk mining golddeposit.Land access restrictions: There are some restricted areas across the tenements, including the OlkolaNational Park (Cape York Peninsula Aboriginal Land) and several cultural heritage sites where explorationwill be impacted.Tenure risk: Pacgold will need to seek extensions to tenure within two years.Funding risk: Pacgold will need to raise further funds to finance its stated exploration program for theProject for the next two years. If successful, in the longer term, detailed drilling and technical studies todefine Mineral Resources and Ore Reserves will require significant funds to be raised.

The key opportunity for Pacgold is exploration discovery success at one or more of its prospect areas.

1.7 Conclusions

Pacgold has acquired a 100% interest in eight MLs and five EPMs with an area of 377 km2 in the Alice River area of north Queensland. The Project sits at the northern end of the Northeast Queensland Mineral Province, which is highly prospective for moderate to large-sized gold systems. This gold-rich province contains several multi-million-ounce gold deposits to the south including Charters Towers, Pajingo, Kidston, and Ravenswood.

Gold mineralisation in the Alice River area is focused along the 30 km long Alice River Shear Zone, with three priority targets (Northern, Central, and Southern) identified along a 7 km zone and hosts several gold prospects, including AQ, One Mile, Peninsula King, German Jack, Big Blow, Julie Anne and Posie. Gold is generally hosted in quartz veins and minor quartz breccias up to 10 m wide.

Pacgold believes the Project is prospective for large high-grade gold deposits. The main mineralisation style being targeted is IRGS, specifically epithermal and breccia style gold deposits.

Pacgold has collated all readily available previous exploration data, including drilling data, and has reprocessed previous geophysical data over the Project. Digital capture of the 1989 IP geophysical data in conjunction with modern data reprocessing highlights new high priority targets not previously recognised or tested by previous exploration companies. This work has resulted in Pacgold defining a two-year exploration program at the three priority targets and proposes to spend from AUD 2.49 M – 4.37 M, depending on the IPO funds raised, with over 70% of the exploration budget devoted to drilling and related costs.

The existence of previous gold mining activity together with the exploration results achieved to date across the Project provides good support for Pacgold to apply the IRGS exploration model. The presence of high-grade gold in previous drilling supports the prospective nature of the Project. Derisk considers that the mineralisation models put forward by Pacgold for the Project are sound and defensible, and the proposed exploration program and budget is reasonable and appropriate.



2 INTRODUCTION 2.1 Scope and Use of Report

In November 2020, Derisk was engaged by Pacgold to undertake an independent technical assessment and compile an IGR of the Company’s Alice River Gold Project exploration assets in north Queensland to support its proposed IPO on the ASX.

2.2 Technical Assessment, Reporting Standard and Currency

For this report, Derisk has adopted the VALMIN Code for the technical assessment of the Project, and the JORC Code as the public reporting standard.

The effective date of this report is 31 March 2021. All values in this report are in AUD unless otherwise stated.

2.3 Report Authors and Contributors

This Report has been prepared by Mark Berry and Matthew White and peer reviewed by Cameron Graves. Table 2-1 presents details of the role and qualifications of each of the contributors.

Table 2-1. Report contributors.

Name Title Years of Experience

Professional Membership Role and Responsibility

Mark Berry Director and Principal Geologist 40 MAIG, AAICD Project Manager and Practitioner

and Specialist

Matthew White Associate Principal Geologist 25 MAIG Specialist and Competent Person

Cameron Graves Principal Geologist 30 MAIG Internal peer review

Refer to Section 14 Definitions and Glossary for explanation of professional memberships.

The VALMIN Code requires that a public report on a technical assessment and valuation for mineral assets or securities must be prepared by a Practitioner, who is an Expert as defined in the Australian Corporations Act. Practitioners may be Specialists and Securities Experts.

The JORC Code requires that a public report describing a company’s Exploration Results, Mineral Resources and Ore Reserves must be based on, and fairly reflect, the information and supporting documentation prepared by a Competent Person, as defined by the JORC Code.

Mark Berry is the Practitioner and Specialist for the IGR and was assisted by Matthew White, who is also a Specialist. Matthew White is the Competent Person who compiled the Exploration Results presented in the IGR. A Practitioner statement and consent for Mark Berry and a Specialist/Competent Person statement and consent for Matthew White are provided in Section 12 of this Report.

2.4 Site Visit

Pacgold advised Derisk that there is no new material information to inspect at any of its assets and considered that a site visit was not essential.

Matthew White visited the Alice River Gold Project in May 2019 on behalf of Tinpitch Pty Ltd (Tinpitch), the previous owner of the project, and also several times in 2016 to 2018 on behalf of joint venture partner Bardoc Gold Limited (Bardoc), formerly Spitfire Materials Limited (Spitfire). Derisk has reviewed the information provided by Pacgold and notes that there is no new material information since May 2019 and there is sufficient information available to allow an informed evaluation to be made without a new inspection. Both Mark Berry and Matthew White have a good technical understanding of gold mineralisation styles in North Queensland and have reviewed several gold exploration and mining projects in the region.

2.5 Statement of Independence

Derisk confirms that its directors, staff, and all contributors to this Report are independent of Pacgold and have no interest in the outcome of the work to be completed in this engagement. Fees paid to Derisk are on a fee-for-service basis plus reimbursement of project-related expenses. Our agreement with Pacgold excludes the provision for a success fee or related incentive. The fee for preparation of this Report is AUD 16 k and payment of this fee is in no way contingent on the results of this Report.



2.6 Methodology and Limitations

Derisk has independently analysed the data provided by Pacgold. The accuracy of the conclusions of this IGR relies on the accuracy of the supplied data. Derisk Specialists have made reasonable enquiries and exercised our judgement on the reasonable use of such data and information and have no cause to doubt the accuracy or reliability of the information provided, but we do not accept responsibility for any errors or omissions in the information supplied, and do not accept any consequential liability arising from investment or other financial decisions or actions by others.

Derisk has not independently verified the legal status of the tenements described in this Report but has relied on information provided by Pacgold regarding the legal status of the tenements. The due diligence review of the status of the tenements has been undertaken by the independent legal firm, Mining Access Legal Pty Ltd (MAL), and as such, MAL assumes no responsibility for any part of this Report.

2.7 Reliance

All advice, reports and deliverables prepared by Derisk are for the exclusive benefit of Pacgold and may not be relied on by any party other than Pacgold. Derisk understands that this Report will be made publicly available. Derisk requires that all public reports containing references to Derisk and/or Derisk advice, and all information provided by Derisk for the public report will be reviewed and approved by Derisk prior to publication – in the form and context that it will appear in the public report.

2.8 Records and Indemnities

Pacgold has been provided with all digital data files produced by Derisk during this engagement. Derisk is entitled to retain a copy of all material information upon which our report is based.

Pacgold has agreed to indemnify, defend, and hold Derisk harmless against any and all losses, claims, damages, costs, expenses, actions, demands, liabilities, or proceedings (including but not limited to third-party claims) howsoever arising, whether directly or indirectly out of this Agreement or the provision or non-provision of the services, other than losses, claims, damages, costs, expenses, actions, demands, liabilities, or proceedings that are determined by a final judgement of a court of competent jurisdiction to have resulted from actions taken or omitted to be taken by Derisk illegally or in bad faith or as a result of Derisk’s gross negligence.



3 PROJECT SUMMARY 3.1 Ownership and Location

Pacgold holds 13 tenements (eight MLs and five EPMs) with an area of 377 km2, located approximately 400 km northwest of Cairns, at the northern end of the Northeast Queensland Mineral Province (Figure 3-1).

Figure 3-1. Location of Alice River Gold Project.

Source: Pacgold



Pacgold acquired 100% ownership of the Project via an earn-in arrangement with Tinpitch, consisting of the following terms (Pacgold, 2020): 1. Replacement of the existing environmental bond cash backing (AUD 650 k) within 12 months of the

acquisition.2. Assumption of responsibility for all tenement holding costs from signing of the earn-in arrangement

(approximately AUD 150 k).3. Resource definition milestone payments comprising:

AUD 300 k payment on successful definition of an Indicated Mineral Resource (as defined by the JORCCode), containing at least 500 koz of gold.AUD 750 k payment on successful definition of an Indicated Mineral Resource containing at least 750koz of gold.AUD 1.2 M payment on successful definition of an Indicated Mineral Resource containing at least 1.0Moz of gold.

4. A 2% net smelter return royalty on future gold production from the tenements to RoyaltyOne Pty Ltdin consideration for guaranteeing the acquisition obligations of Pacgold.

Derisk has not sighted this agreement.

3.2 Access and Infrastructure

The Project is located approximately 400 km northwest of Cairns and 130 km west of Laura in north Queensland. Access is via sealed roads to Laura, then approximately 150 km of high-quality unsealed roads to the west of Laura. The town of Laura provides basic services and infrastructure to support exploration activities. On site, there is an exploration camp, minor infrastructure remaining from previous mining, and a nearby serviced airstrip suitable for small aircraft.

3.3 Climate

The climate of the Alice River Gold Project area is tropical with 85% of the monsoonal annual rainfall (generally around 1.0 m) occurring between November and April. The average annual temperature and rainfall data for Palmerville, approximately 60 km to the south of Laura is presented in Figure 3-2. Mean daily maximum temperatures for Palmerville range from 30 – 36�C.

Figure 3-2. Palmerville annual temperature and rainfall statistics.

Source: https://www.weatherzone.com.au/climate/station.jsp?lt=site&lc=28004



4 TENEMENT STATUS Pacgold commissioned an independent tenement review by MAL to fulfil VALMIN Code requirements for a recent independent assessment of tenement status. The purpose of the MAL review was to determine and identify:

The interests held by the Company in the tenements.Any third party interests, including encumbrances, in relation to the tenements.Any material issues existing in respect of the tenements.The good standing, or otherwise, of the tenements.Any concurrent interests in the land the subject of the tenements, including other mining tenements,private land, pastoral leases, Native Title and Aboriginal heritage.

4.1 Tenure

Tenement details for the Portfolio are summarised in Table 4-1 (MLs) and Table 4-2 (EPMs) as at 26 March 2021 and shown in Figure 4-1. All MLs and EPMs are granted and held in the name of Pacgold.

Table 4-1. Tenement status – MLs.

Tenement Location Holder Originally Granted

Current Term End

Size (km2)

ML 2901 125 km west of Laura Pacgold Ltd 29-04-1982 30-04-2024 0.02880




ML 2957 Duckies Creek Pacgold Ltd 07-03-1985 31-03-2027 0.01600

ML 2958 Duckies Creek Pacgold Ltd 10-04-1986 30-06-2024 0.11430



Total Size 0.58802

Source: Modified from MAL, 2021

Table 4-2. Tenement status – EPMs.

Tenement Location Holder Originally Granted

Current Term End

Size (sub-blocks)

Size (km2)

EPM 14313 300 km northwest of Mareeba Pacgold Ltd 13-07-2005 12-07-2024 10 33.0

EPM 15359 10 km west of Kilarney Station Pacgold Ltd 24-05-2007 23-05-2025 15 49.5

EPM 15360 10 km northwest of Kimba Station Pacgold Ltd 23-08-2007 22-08-2025 8 26.4

EPM 16301 West of Laura Pacgold Ltd 14-10-2008 13-10-2021 6 19.8

EPM 26266 130 km west of Laura Pacgold Ltd 08-05-2017 07-05-2022 75 247.5

Total Size 114 376.2

Source: Modified from MAL, 2021

Conditions are imposed on granted licences and generally include conditions relating to the environment, payment of rates, fees and charges, minimum expenditure or work provisions, and exclusions. Where licence conditions are not complied with, the holder may be subject to disciplinary action or the EPM or ML may not be renewed at the expiry of current term.



Figure 4-1. Map showing Alice River Gold Project tenements, geology, and gold prospects.

Source: Pacgold

ML 3010

ML 2907

ML 3011 ML 2902 ML 2902ML 2908 ML 2957

ML 2907ML 2958

ML 3010

ML 290ML 2901



4.2 Tenement Standing

MAL concluded that: The tenements have been validly granted or applied for under the Mineral Resources Act 1989 (Qld).The searches indicated that the tenements are held by the Company.The searches indicated that the tenements are in good standing.The searches indicated the tenements are not subject to any registered encumbrances.Some tenements are subject to Environmental Authorities, which have been detailed by MAL.A number of the tenements are subject to a Conduct and Compensation Agreement, which have beendetailed by MAL.A number of the tenements are subject to Concurrent interests that have been detailed by MAL, whichmay restrict access to the relevant tenements.

Derisk notes that many of the tenements have been held for a substantial period of time, dating back to 1982 for some MLs and 2005 for one of the EPMs. Pacgold has developed a strategy for renewing EPMs as they approach their expiry dates. Derisk has no reason to believe that any of the EPMs will not be renewed.



5 REGIONAL GEOLOGY AND MINERALISATION 5.1 Regional Geological Setting

The Project area lies within the southern Savannah Province, a north–south trending belt that forms the western part of the Coen Inlier in Cape York Peninsula, north Queensland. The tenements straddle the southwestern margin of the Savannah Province, close to the boundary of the Carpentaria Basin and at the southern end of the Coen Inlier.

The Project area includes rocks of the Proterozoic Holroyd Metamorphics, which form a belt of sedimentary and igneous rocks (greenschist to amphibolite facies). These older rocks include the Sugar Bag Creek Quartzite and Carew Greenstone units. The Proterozoic rocks have been intruded by Late Silurian to Early Devonian granitoids of the Pama Igneous Province (Figure 5-1). There are multiple Pama granite bodies in this region that are also included as part of the Kintore Granite Supersuite, a pale grey biotite-muscovite granite and granodiorite containing aplite and pegmatite. Subdivisions of the Kintore Granite Supersuite include the Wulpan Granite, Imooya Granite, Culpin Granite, Dixie Granite, and several unnamed Siluro-Devonian granites.

The Project lies within the Alice-Palmer Structural Zone. The Proterozoic and Palaeozoic units are cut by a series of faults, with strong northwest to north-northwest trends, including the Alice River Shear Zone. These faults contain gold mineralisation in several places, along over more than a 30 km strike length of the Alice River Shear Zone. The northwest regional structural shear zone is evident in the regional airborne magnetic image (Figure 5-2) and forms a resistivity low in the IP geophysics data.

Areas of younger Quaternary to Recent cover sedimentary sequences onlap onto significant portions of the project area, comprising a thin layer of sandy soil and transported alluvial sand cover that masks the underlying basement rocks of interest.

5.2 Mineralisation

The Northeast Queensland Mineral Province is highly prospective for moderate to large-sized gold systems. This gold-rich province contains several multi Moz gold deposits to the south e.g., Charters Towers, Pajingo, Kidston, and Ravenswood (refer to Figure 3-1).

Gold mineralisation in the Alice River area is focused along the Alice River Shear Zone. The shear zone lies largely within the Imooya Granite, a pale grey to white mica-biotite leucogranite (commonly termed an adamellite in old reports), of the Siluro-Devonian Kintore Granite Supersuite. At the north end of the Project the shear zone intersects gneisses and schists of the Sugarbag Creek Quartzite, which forms the lower part of the Mesoproterozoic Holroyd Metamorphics.

The Alice River Shear Zone hosts several gold prospects, including AQ, One Mile, Peninsula King, German Jack, Big Blow, Julie Anne and Posie (Figure 5-1). Gold is generally hosted in quartz veins and minor quartz breccias, up to 10 m wide. Gold occurs as fine free gold in quartz or associated with arsenopyrite and stibnite.

At AQ, Beckstar Pty Ltd (Beckstar) noted the presence of free gold in most of the 16 diamond drillholes completed (Beckstar, 1991) and that the gold was always in free form within quartz, away from sulphides. They observed that free gold occurs in any of the quartz veining types/phases, including very thin veinlets. In diamond drillhole ARD8, a 30 mm wide veinlet of milky quartz was observed to have over 30 small grains of fine gold and the one metre interval over which it was sampled assayed 50 g/t Au.

At Peninsula King, quartz-sericite-epidote alteration zones extend 50-70 m around the mineralised veins but generally the quartz veins display narrow alteration selvages. The weathered (oxide) zones at surface are 10 to 20 m deep.

Minor pyrite and other fine-grained sulphides (e.g., arsenopyrite, stibnite) are present as narrow bands in laminated quartz veins and disseminated within the quartz breccias. The northwest-trending quartz veins are sub-vertical to steeply dipping to the southwest in places. There are other sub-parallel quartz veins, some of which are mineralised, while others are barren.

The gold mineralising fluids probably focused into dilatational structural zones such as fault jogs, cross-faults, and shears within the leucogranite, forming zones of stockwork veins and mineralised breccias. For example, the gold mineralisation at AQ occurs as a series of en echelon north to north-northwest trending dilatational structures.



Figure 5-1. Regional geology and mineralisation trends.

Source: Pacgold



Figure 5-2. Regional aeromagnetic image of the Alice River Gold Project area.

Source: GSQ digital data



6 EXPLORATION STRATEGY The Project was acquired by Pacgold in 2020 to explore for large-scale, high-grade gold deposits. The main mineralisation style being targeted is IRGS, specifically epithermal and breccia style gold deposits.

IRGS have the potential to form giant, multi Moz gold deposits, with this class of gold deposit based on well-studied examples in the Tintina Gold Belt of Yukon/Alaska (Thompson et al. 1999). Metals are derived from a central mineralising granitic intrusion and generally show a strong metal zonation. Gold can be focused more distally, up to 1-3 km from the intrusion. Most IRGS show strong associations with bismuth, tungsten, tin, tellurium, arsenic, molybdenum, and antimony. They are typically low in sulphide content and show weak areal extent of hydrothermal alteration. IRGS are generally associated with felsic plutons and stocks, of intermediate oxidation states, with both magnetite- and ilmenite-series represented. These gold systems are generally located in continental settings in-board of convergent plate margins.

Alice River Gold Pty Ltd (2013) noted that “The Alice River gold deposits display diagnostic IRGS geological, geochemical, structural and tectonic characteristics. These include a back-arc basin tectonic setting, metallogenic flavour (gold, arsenopyrite, stibnite, silver, tin and tungsten, plus minor base metals), alteration (quartz-sericite-epidote-chlorite), proximity to a source granitic pluton, and an extensive history of small-scale gold mining”.

Morrison (2017) reported that 17 known IRGS systems in Queensland each contain more than 1 Moz Au, including: Kidston (5 Moz Au), Ravenswood (3 Moz Au) and Mt Leyshon (3.5 Moz Au). Figure 6-1 presents an IRGS schematic model showing examples in eastern Australia and a likely scenario for the mineralisation currently identified at the Project.

Pacgold intends to apply the IRGS mineralisation model (epithermal and breccia style high-grade gold mineralisation) to the project area, then use relevant exploration methodologies to define new targets for drill testing along strike and deeper, beneath known gold mineralisation. Pacgold’s goal is to discover a large high-grade IRGS deposit that will progress through the value chain to development.

Previous gold mining, commencing in 1903, confirms the gold fertility of the area. Pacgold has indicated that very little modern exploration programs have been carried out at Alice River and there is no deeper drilling to test for bulk tonnage gold targets. Consequently, an opportunity exists for Pacgold to apply modern exploration technologies to test for epithermal and breccia style IRGS systems along strike and beneath know gold mineralisation.

Derisk considers that the IRGS model is applicable and the exploration strategy proposed to test this project area for IRGS mineralisation is reasonable and appropriate.



Figure 6-1. IRGS mineralisation model with eastern Australian examples and endowment.

Source: Pacgold (after Morrison, 2014).



7 PREVIOUS EXPLORATION AND MINING 7.1 Summary

The Project has had a long history of exploration and mining activity since 1903. A brief summary of the main stages is included below. 1903 to 1917: Gold was discovered at the Alice River Goldfield by John Dickie. Mining between 1903

and 1909 produced ~82 kg gold from ~2,420 t of ore. Total gold production up to 1917 was reported as 93.3 kg.

1970s to early 1980s: Regional exploration for gold and base metals was completed by Consolidated Mining Industries Ltd, Anaconda (Australia), and Bamboo Creek Holding Ltd.

1987 to 1990: Cyprus Gold Australia (Cyprus) pegged tenements over the Alice River Gold Project area and surrounding areas and completed regional geochemical sampling programs, ground magnetics, induced polarisation (IP) surveys, very-low-frequency electromagnetic (VLF-EM) surveys, costeaning, open hole rotary drilling, and reverse circulation (RC) drilling programs. Cyprus focused on the main gold prospects previously identified, including AQ, One Mile, Eight Mile, Peninsula King, German Jack, Big Blow and Julie Anne. Mining was undertaken at the AQ, Peninsula King, Big Blow, Julie Anne, and Tanna (also known as The Shadows), with a total of 30,330 oz gold produced from 171 kt of ore.

1991 to 1995: Cyprus joint ventured the project to Beckstar, a subsidiary of Goldminco. Beckstar completed additional drilling programs, costeaning, and estimated Mineral Resources at some prospects. Golden Plateau acquired an option to purchase 50% of the project in 1993 and completed additional drilling. Subloo International acquired Beckstar in 1994 and carried out further drilling, costeaning, and several resource estimates over the main deposits.

1996 to 1998: Subloo International and Goldminco completed soil sampling, ground magnetics geophysical surveys, costeaning and drilling at several prospects.

1999 to 2001: Mining was undertaken at the AQ and Posie deposits, with a total of 2,750 oz gold produced from 36 kt of ore by Beckstar. Production ceased due to several issues including very low gold prices.

2001 to 2013: Tinpitch acquired the project and two separate owners attempted to bring the AQ mine back into production.

2013 to 2019: Alice River Gold Pty Ltd acquired Tinpitch with the goal to conduct further exploration at Alice River. The project owners secured a joint venture with Spitfire, who managed the project from 2017 to 2019. Spitfire evaluated the previous exploration data, completed an airborne magnetic survey, and carried out an RC drilling program at AQ in 2017. Spitfire withdrew from the joint venture in December 2018 as they decided to focus on their advanced gold projects in Western Australia.

7.2 Surface Geochemical Data

Across the Alice River region, over 9,000 surface geochemical assays comprising bulk leach extractable gold (BLEG) soil sampling, auger sampling and rock chip sampling programs, plus nearly 1,500 assays from 130 trenches have been digitally captured by Pacgold and compiled into a geochemical database.

The details of the surface geochemical and trenching programs are summarised in Table 7-1 and Table 7-2 below. A map showing the distribution of auger and BLEG soil samples taken by Cyprus is shown in Figure 7-1.

Table 7-1. Surface geochemical sample database. Company Year Source Prospects Data Type Number of Samples

Cyprus 1987 CR17495, 496 German Jack to One Mile Auger soil 1,284

Cyprus 1990 CR21646 White Lion to Gossan BLEG soil 5,661

Goldminco 1996 CR29228, 229 Posie, North Posie BLEG soil 491

Cyprus 1990 CR22502 Regional Rock chip 356

Various Various GSQ Regional Rock chip 182

Various Various GSQ Regional Stream sediment 1,332

TOTAL 9,306

Source: Company reports (CR referenced) acquired from Queensland Government QDEX digital report library



Figure 7-1. Distribution of Cyprus soil auger and BLEG sampling.

Source: Pacgold geochemical database

(AQ)



Table 7-2. Trench and costean geochemistry database.

Company Year Source Prospects Number of Trenches

Trench Assays Trench No.

Bamboo 1985 CR14757 German Jack to One Mile 21 458 Costean 1 to 21

Beckstar 1995 CR27812 Peninsula King, Eureka, One Mile 9 305 OMT 1 to 7, PKT1 to 2, EuT1 to 2

Goldminco 1996 CR29228 Posie 30 721 POT 1 to 29

Beckstar 1997 CR29604 Posie, Posie North, Alaska 32 - FT1 to 2, ST1, NPT1 to 40, AT1

TOTAL 130 1,484

Source: Company reports (CR referenced) acquired from Queensland Government QDEX digital report library

The BLEG soil samples taken by Cyprus were collected from surface, largely in sand covered areas that mask the basement geology. Consequently, Pacgold considers that some of these may not represent basement geochemical responses and are therefore not a true measure of the underlying gold potential. In addition, some of the auger-drilled samples are only a few metres deep and also ended in transported sandy cover.

Derisk considers that it will be important for Pacgold to construct a regolith map across the Project to screen soil sampling in cover areas from soil sampling over basement geology.

7.3 Geophysical Data

7.3.1 Induced Polarisation

Cyprus completed a gradient array IP survey in 1989 and Figure 7-2 illustrates the area covered by this survey. The IP resistivity lows appear to map out the alteration zones and the chargeability responses define the sulphide zones associated with gold mineralisation.

Pacgold has reprocessed this IP data and considers it is critical in identifying a new wave of exploration targets across the Project (refer to Section 8-2).

7.3.2 Aeromagnetics-Radiometrics

A detailed aeromagnetic-radiometric survey was flown over the southern part of the Alice River region in June 2017. The survey comprised 3,822-line km at a flight height of 40-50 m.

7.4 Drilling Data

7.4.1 Pre-1995 Drilling

Drilling has been completed at several prospects along the Alice River Shear Zone between 1987 and 1995, totalling 469 drillholes for 18,294.7 m drilling, and 8,322 assays. This data has been compiled by Pacgold into an Access database and includes open hole rotary drilling, RC drilling and diamond drilling programs. Rotary drilling constitutes 41.4% of the database, RC drilling is 43%, and diamond drilling is 15.6% of the database (refer to APPENDIX 2 and APPENDIX 3).

Hole depths range from 10 m to 196 m, with an average of 39 m. Whole core was assayed for diamond holes ARD1 to ARD13 in order to maximise sample size due to the presence of visible gold grains noted in most of the quartz intervals (Beckstar, 1992). Beckstar also reported that diamond holes were twinned with RC holes and concluded that the RC drilling significantly underestimated the gold grades in the mineralised intervals (Beckstar, 1991).

A map of the drillhole locations is shown in Figure 7-3 and a selection of some of the most significant gold intercepts are included in Table 7-3. These intervals are consistent with significant intervals reported by previous companies operating across the Project area.



Figure 7-2. Cypress gradient array IP survey extent.

Source: Pacgold digital database

(AQ)



Figure 7-3. Drilling in the central Alice Gold Project area.

Source: Pacgold digital drillhole database



Table 7-3. Significant pre-1995 drillhole intervals. Drillhole ID Prospect From (m) To (m) Interval (m) Au (g/t)

ARAT-158 Big Blow 26 34 8 8.4

16 34 18 4.6

ARAT-166 Jerry Dodds 12 16 4 11.9

ARD17 AQ 6 12 6 40.7

ARD2 AQ 43 48 5 67.3

ARD3 AQ 26 37 11 6.0

ARD7 AQ 80 84 4 13.0

ARD8 AQ 46 48 2 27.3

ARD9 AQ 87 107 20 2.2

ARRC-02 Taylors 10 14 4 27.0

ARRC-33 Julie Anne 18 22 4 111.0

18 26 8 55.9

ARRC-45 Big Blow 32 36 4 22.7

ARRC-50 Julie Anne 42 48 6 9.7

36 48 12 5.2

ARRC-68 AQ 28 34 6 23.7

20 42 22 7.4

ARRC-70 AQ

30 34 4 11.2

38 42 4 14.9

30 46 16 6.8

Source: Pacgold digital drillhole database Note: The cut-off grade used for reporting is 0.5 g/t Au. The intercepts are downhole lengths that have not been converted to true

widths. The Au grade is quoted as the weighted average grade over the interval. No top cut was applied to high-grade samples. Intercepts may include samples <0.5 g/t Au up to 4 m length. Where repeat assays were reported by the laboratory, the average of all assays was used.

7.4.2 2017 RC Drilling

In addition to the 469 drillholes captured (302 open hole rotary and 167 RC/DD) from the pre-1995 period, digital data from a 2017 RC drill program completed by Spitfire has been acquired by Pacgold. This program was completed in joint venture with Tinpitch at the AQ Prospect, comprising 14 holes for 2,397m (refer to Figure 7-4). The program was successful in validating the older RC and diamond drilling results by previous companies and confirming the mineralisation remains open at depth.

RC holes 17AARC001 to 17AARC014 were drilled to test the mineralisation below the open pit at the AQ Prospect and to follow the mineralised zone to the north-northwest, down-plunge, towards the One Mile Prospect (Figure 7-4). Figure 7-5 presents a cross-section showing the significant gold intercepts within the drilling coverage at the AQ Prospect.



Figure 7-4. AQ Prospect drillhole locations.

Source: Spitfire, 2017b

Open pit limits



Figure 7-5. AQ Prospect cross-section C’-D’ showing significant gold intercepts in drillholes.

Source: Spitfire, 2017b

7.5 Exploration Target Estimates

In 2017, prior to conducting any exploration work, Spitfire evaluated the previous exploration data over the AQ – One Mile, Peninsula King – Big Blow – German Jack, Julie Anne, and Posie Prospects and generated an estimate of an Exploration Target (as defined by the JORC Code). Spitfire subsequently drilled 14 RC holes in the AQ – One Mile area (refer to Section 7.4.2) but did not report an update to the Exploration Target before exiting the project.

Pacgold has not assessed the validity of the Exploration Target estimated by Spitfire in light of the results generated from the 2017 drilling program. Derisk considers that the Exploration Target reported by Spitfire is no longer valid and is inappropriate to report.

7.6 Mineral Resource Estimates

Several Mineral Resource estimates covering the Project area have been reported by previous exploration companies including Cyprus and Beckstar from the early 1970s through to the mid-2000s. Estimates have been prepared for hard rock prospects e.g., AQ, One Mile, Peninsula Jack, and Julie Anne; eluvial mineralisation, and greisen-style mineralisation.

These estimates are summarised by Kettlewell (2004) and Snowden (2014). Based on the information provided to Snowden to review, Snowden considered that none of the reported estimates could be considered as compliant with the JORC Code. Derisk has not sighted any reports with descriptions and documentation supporting Mineral Resource estimates and considers that it is inappropriate to report any estimates for Mineral Resources within the Project area.

AQ Prospect open pit limits

Mineralised zone



7.7 Ore Reserve Estimates and Operations

Derisk has not sighted any Ore Reserve estimates. Snowden (2014) reported that there have been at least two separate phases of open pit mining and processing across the Project area since the 1980s – in the late 1980s to early 1990s, and from 1999 to 2000 (Table 7-4).

Table 7-4. Alice River region mine production summary.

Year Mining Locations Tonnes Mined (000s)

Average Au Grade (g/t)

Minimum Au Grade

(g/t)

Maximum Au Grade

(g/t)

Contained Au (oz)

Late 1980s to early-1990s

AQ, Peninsula King, Big Blow, Julie Anne, Tanna (The Shadows) 171 5.6 1.5 10.4 30,330

1999 to 2000 AQ, Posie 36 2.5 - - 2,750

Source: Snowden, 2014

Processing at site involved crushing, grinding and a carbon-in-pulp (CIP) facility, with throughput reported of 10 t per hour. A tailings storage facility and freshwater dam were also constructed to service the operation. Plant remains at site but is non-operational. Derisk considers that it is inappropriate to report any estimates for Ore Reserves within the Project area.



8 WORK COMPLETED AND TARGETS 8.1 Work Completed by Pacgold

Work completed by Pacgold since acquisition of the project in 2020 includes: Re-interpretation of the geochemical, geophysical and geology data. Data capture and re-processing of the Cyprus 1989 gradient array IP geophysical data. Re-processing of Spitfire airborne magnetic-radiometric survey data. Assessment of all data and definition of three priority target areas for exploration. Design of an exploration program and budget to test the targets.

After completion of this work, Pacgold considers that the evidence to support the IRGS prospectivity of the Project includes: Geological and structural setting consistent with IRGS systems. Geology, alteration assemblage and anomalous geochemistry consistent with IRGS. Previous gold mining and drilling yielding high-grade gold mineralisation.

From this work, Pacgold has defined three main target zones within its tenements i.e., Northern, Central, and Southern areas.

8.1.1 Reprocessing of Gradient Array IP Geophysics

Cyprus completed a gradient array IP survey in 1989 over the AQ Prospect and surrounding areas (Section 7.3.1). Pacgold digitally captured the raw point data from the original resistivity and chargeability IP data maps and has generated a new set of IP images (Figure 8-1). Pacgold is the first company since Cyprus in 1989, to fully utilise the IP gradient array data in order to generate new targets. The IP resistivity lows are interpreted to map out alteration zones whilst the chargeability responses are interpreted to define sulphide zones associated with the gold mineralisation.

The coincident resistivity low/chargeability high anomaly at the One Mile Prospect, immediately north of the AQ Prospect and open pit, represents Pacgold's highest priority IP target (refer Section 8.2.2). The reprocessed IP geophysical images also show several subtle chargeability anomalies within the broader resistivity lows that are also considered by Pacgold to be high-priority targets.

Pacgold considers that the reprocessing of previous IP data has demonstrated the large scale and high prospectivity of the Alice River Shear Zone. When combined with modern sophisticated image processing techniques, Pacgold believes that new IP survey technology can be successfully applied to the Project as a direct gold mineralisation exploration tool.

8.1.2 Reprocessing of Airborne Magnetic-Radiometric Geophysics

Pacgold has reprocessed and merged the detailed Spitfire survey with the regional magnetics survey data (Figure 8-2). The survey highlights the regional extent of the Alice River Shear Zone, which forms an important target and requires additional follow up.



Figure 8-1. Reprocessed gradient array IP data with Pacgold targets (grey outlines).

Source: Pacgold



Figure 8-2. Reprocessed and merged magnetics data (reduced-to-pole) with Pacgold target areas.

Source: Pacgold



8.2 Targets

Pacgold believes the Project contains potential IRGS targets along a 30 km strike length of the Alice River Shear Zone, which already hosts multiple gold prospects between White Lion in the south-southeast and Alaska in the north-northwest. Within this 30 km strike length, Pacgold plans to initially focus on a 7 km zone between Big Blow and Tanna. Within this zone of interest, there are three main targets i.e., Northern, Central, and Southern (Figure 8-3 and Figure 8-4).

Figure 8-3. Pacgold tenements showing the main gold targets.

Source: Pacgold



Figure 8-4. Pacgold priority exploration focus with targets and significant drillhole intersections.

Source: Pacgold



The target areas and prospects are defined by: Multiple discrete IP chargeability anomalies, which are interpreted to map out near-surface sulphide-

gold mineralisation zones. These chargeability anomalies lie within wide zones of IP resistivity lows that are interpreted to map out the broader fluid pathway/alteration zones (refer to Figure 8-1).

Known high-grade gold mineralisation within previous mine workings and drillholes. Areas of anomalous surface soil/auger geochemistry, particularly gold ± arsenic ± antimony.

The specific targets defined by Pacgold within these three target zones are detailed in Table 8-1 and described in the following subsections.

Table 8-1. Pacgold priority targets. Target Area Prospect Description

Northern Tanna 2 km long IP resistivity target (linear high) interpreted as a zone of silicification (quartz stockwork/veining within a broader regional mineralised structure. Entire target is concealed by shallow sand cover (<4 m) and not previously recognised or drilled.

Central One Mile

Coincident IP chargeability high/resistivity low not previously drill tested along strike from the AQ prospect high-grade gold mineralisation and open pit. The geophysical target is also coincident with strongly elevated Au-As-Sb bedrock auger geochemistry.

AQ Target the down plunge extension of high-grade gold zones. The upper portion of the zone is the location of previous open pit mining.

Southern

Eureka Strongly elevated bedrock auger Au (30 to 390 ppb Au) and As geochemistry over 800 m x 180 m located within an IP resistivity low. Previous shallow open hole drilling (<20 m) intersected numerous zones of mineralisation with very limited RC drilling follow-up.

Julie Anne Follow up open zones of gold mineralisation in previous shallow RC drilling. Previous intersections include shallow drilling with 10 m @ 6.2g/t Au. Broad elevated Au-As auger geochemistry extends over a zone of 400 m with limited shallow drilling completed.

Alice Strongly elevated Au (10 to 2,190 ppb Au) and As auger geochemistry extending over 400 m with limited previous shallow drilling within a broad IP resistivity low.

Peninsular King - Big Blow

Coincident IP resistivity low with chargeability high with strongly elevated Au-As geochemistry and high-grade Au intersected in previous drilling, including 4 m @ 22g/t Au. Evaluate with additional IP geophysics if the chargeability target has been drill tested.

Source: Pacgold

8.2.1 Northern Target

The Northern Target is highlighted by a series of discrete linear resistivity highs within a broader resistivity low zone, in the reprocessed IP geophysical data (Figure 8-5). The linear resistivity highs are interpreted by Pacgold to potentially represent a 2 km long zone of silicification (quartz stockwork/veining) with associated gold mineralisation. Sub-cropping alteration and gold mineralisation occurs 200 m to the east of the IP zone at the Tanna Prospect with shallow open hole rotary drilling intersecting 6 m @ 4.5 g/t Au from 22 m in drillhole ARAT-282. Regional mapping indicates that much of the Northern Target is concealed by shallow sand cover less than 4 m thick. The Northern Target has not been recognised previously and is largely untested.



Figure 8-5. Northern Target: Reprocessed gradient array IP geophysics.

Source: Pacgold

8.2.2 Central Target

The Central Target contains two main gold prospects (One Mile and AQ Prospects), both of which are located within granted ML's. The AQ Prospect is centred on the open pit, where mining commenced in 1903 and there were several phases of mining between 1903 and 2000. The One Mile Prospect is located 300 m along strike and to the north of the open pit.

Previous shallow open pit mining at the AQ Prospect produced over 30,000 oz Au circa 1990. Pacgold’s focus will be to investigate the extent of the high-grade gold mineralisation which is open along strike to the north and south of the pit and the down plunge extension of the mineralisation beneath the pit (Figure 8-6 and Figure 8-7).



Figure 8-6. Central Target: Long section of the AQ Prospect.

Source: Pacgold



Figure 8-7. Central Target: Cross section of the AQ Prospect showing open pit limit and depth extensions.

Source: Pacgold

The One Mile Prospect is located 300 m along strike and to the north of the AQ open pit and represents the highest priority target for Pacgold. It is highlighted as a discrete IP chargeability high anomaly within a broad IP resistivity low (Figure 8-8), which shows coincident anomalous auger geochemistry (Au, As, Sb). The IP chargeability anomaly is interpreted to represent sulphide mineralisation within an IP resistivity low zone (structural fluid pathway/alteration zone).



Figure 8-8. Central Target: Reprocessed IP resistivity and conductivity anomalies at One Mile Prospect.

Source: Pacgold

This target at depth includes the down-plunge (northern) extension of the high-grade gold zones below the open pit at the AQ Prospect (refer to Figure 8-6) and represents a brownfields target, which has not been tested by previous drilling. The nearest hole is presented in Figure 8-9 (ARRC-58) that intersected 10 m of mineralisation @ 2.1 g/t Au.



Figure 8-9. Central Target: Drillhole adjacent to IP chargeability target at One Mile Prospect.

Source: Pacgold

8.2.3 Southern Target

Figure 8-10 illustrates the reprocessed IP resistivity and chargeability images over the Southern Target that encompasses the prospects at Eureka, Julie Anne, Alice, and Peninsula King – Big Blow. The red outline shown in Figure 8-10 represents the priority target area defined by a 1.7 km long x 200 m wide bedrock geochemical auger anomaly (gold +/- arsenic +/- antimony), which is the largest bedrock geochemical anomaly across the Project. This anomaly coincides with a broad IP geophysics resistivity low interpreted by Pacgold to represent hydrothermal alteration. Several discrete IP geophysical chargeability highs that occur within the broad resistivity low are also targets.

Pacgold interprets that the anomalies identified by previous exploration are likely to be dipping steeply to the west. These zones have not been effectively tested by much of the previous drilling that tested bedrock geochemical anomalies because this was also drilled to the west. Figure 8-11, located at the northern end of the Southern Target shows an example of the drillholes drilled from the west. Figure 8-12, located at the southern end of the Southern Target shows an example of the interpreted mineralised zone.



Figure 8-10. Southern Target: Reprocessed IP data and significant drilling intersections.

Source: Pacgold

Figure 8-11. Southern Target: Cross Section #1 drillhole locations and gold intersections.

Source: Pacgold

Section 1

Section 2



Figure 8-12. Southern Target: Cross Section #2 drillhole locations and gold intersections.

Source: Pacgold



9 PROPOSED WORK PROGRAM AND BUDGET 9.1 Exploration Program

Pacgold’s proposed two-year exploration program includes: Regional geological, regolith mapping, and rock chip geochemistry along the 30 km long Alice River Shear

Zone. Detailed geological mapping and rock chip geochemistry focusing on the 7 km zone encompassing the

three main target zones (Northern, Central, and Southern Targets). Pole-dipole IP geophysics over the three main target areas. Gradient array IP surveys to extend coverage north and south of the three main target areas. Drilling of priority targets, nominally:

A minimum of 500 m RC drilling at the Northern Target. A minimum of 2,000 m RC drilling at the Central Target. A minimum of 1,500 m RC drilling at the Southern Target. A minimum of 2,000 m RC drilling allocation for regional exploration.

A key focus in this program is the use of IP geophysics. Detailed pole-dipole IP is planned over the three priority targets (Northern, Central, and Southern) and will be designed to achieve a depth penetration of around 350 m. Gradient array IP will be completed to extend the existing IP geophysics coverage to the north and south along the Alice River Shear Zone. Figure 9-1 shows the planned extent of the geophysics.

At all three Targets, the pole-dipole IP will be completed prior to further drilling over the entire target area in order to create a 3D IP geophysical model investigating from surface to approximately 350 m below surface. This data will represent a significant improvement on the gradient array data, which is likely to investigate to a depth of approximately 50 m.

9.2 Budget

Pacgold proposes to complete this exploration program over a two-year period. The Company is planning to raise a minimum of AUD 4.0 M and a maximum of AUD 6.0 M as part of the IPO, which will translate into an exploration expenditure ranging from AUD 2.49 M – 4.37 M. Table 9-1 summarises the work and budget assuming the minimum raise and Table 9-2 summarises the work and budget assuming the maximum raise.

Table 9-1. Proposed two-year exploration program and budget (minimum raise).

Program Year 1 Budget (AUD 000)

Year 2 Budget (AUD 000)

Total Budget (AUD 000)

Geological mapping and geochemistry 26 0 26

Geophysics 130 0 130

Drilling 930 824 1,754

Mining and metallurgy studies 16 24 40

Tenement Fees 220 220 440

Stakeholder and environmental 50 50 100

Total 1,372 1,118 2,490

Table 9-2. Proposed two-year exploration program and budget (maximum raise).

Program Year 1 Budget (AUD 000)

Year 2 Budget (AUD 000)

Total Budget (AUD 000)

Geological mapping and geochemistry 26 0 26

Geophysics 200 100 300

Drilling 1,761 1,670 3,431

Mining and metallurgy studies 18 32 50

Tenement Fees 220 220 440

Stakeholder and environmental 60 60 120

Total 2,285 2,082 4,367



Pacgold has advised Derisk that the proposed budgets exceed the EPM expenditure commitments for each tenement and will keep all EPMs and MLs in good standing. Derisk has reviewed the proposed exploration program at the Project and considers it is reasonable and appropriate.

Figure 9-1. Proposed pole-dipole and gradient array IP geophysics survey locations.

Source: Pacgold



10 RISKS AND OPPORTUNITIES Derisk considers the key risks for Pacgold are: Exploration risk: Pacgold may be unsuccessful in its aim of discovering an economic bulk mining gold

deposit. Land access restrictions: There are some restricted areas across the tenements, including the Olkola

National Park (Cape York Peninsula Aboriginal Land) and several cultural heritage sites where exploration will be impacted.

Tenure risk: Pacgold will need to seek extensions to tenure within two years. Funding risk: Pacgold will need to raise further funds to finance its stated exploration program for the

Project for the next two years. If successful, in the longer term, detailed drilling and technical studies to define Mineral Resources and Ore Reserves will require significant funds to be raised.

The key opportunity for Pacgold is exploration discovery success at one or more of its prospect areas.



11 CONCLUSIONS Pacgold has acquired a 100% interest in eight MLs and five EPMs with an area of 377 km2 in the Alice River area of north Queensland. The Project sits at the northern end of the Northeast Queensland Mineral Province, which is highly prospective for moderate to large-sized gold systems. This gold-rich province contains several multi-million-ounce gold deposits to the south including Charters Towers, Pajingo, Kidston, and Ravenswood.

Gold mineralisation in the Alice River area is focused along the 30 km long Alice River Shear Zone, with three priority targets (Northern, Central, and Southern) identified along a 7 km zone and hosts several gold prospects, including AQ, One Mile, Peninsula King, German Jack, Big Blow, Julie Anne and Posie. Gold is generally hosted in quartz veins and minor quartz breccias up to 10 m wide.

Pacgold believes the Project is prospective for large high-grade gold deposits. The main mineralisation style being targeted is IRGS, specifically epithermal and breccia style gold deposits.

Pacgold has collated all readily available previous exploration data, including drilling data, and has reprocessed previous geophysical data over the Project. Digital capture of the 1989 IP geophysical data in conjunction with modern data reprocessing highlights new high priority targets not previously recognised or tested by previous exploration companies. This work has resulted in Pacgold defining a two-year exploration program at the three priority targets and proposes to spend from AUD 2.49 M – 4.37 M depending on the IPO funds raised, with over 70% of the exploration budget devoted to drilling and related costs.

The existence of prior gold mining activity together with the exploration results achieved to date across the Project provides good support for Pacgold to apply the IRGS exploration model. The presence of high-grade gold in previous drilling supports the prospective nature of the Project. Derisk considers that the mineralisation models put forward by Pacgold for the Project are sound and defensible, and the proposed exploration program and budget is reasonable and appropriate.



12 PRACTITIONER/COMPETENT PERSON CONSENT 12.1 Mark Berry – Practitioner/Specialist

I, Mark Berry, confirm that I am a Principal Consultant and Director of Derisk and that I directly supervised the production of the report titled Independent Geologist Report for the Alice River Gold Project, North Queensland, held by Pacgold Ltd, with an effective date of 31 March 2021.

I confirm that my firm’s Directors, shareholders, employees, and I are independent of Pacgold Ltd, its Directors, substantial shareholders, and their associates. In addition, my firm’s Directors, substantial shareholders, employees, and I have no interest, direct or indirect, in Pacgold Ltd, its subsidiaries, or associated companies, and will not receive benefits other than remuneration paid to Derisk in connection with this independent geologist report. Remuneration paid to Derisk is not dependent on the findings of this report.

I also confirm that I am the Practitioner and Specialist for the technical assessment in this report. I am a Member of The Australian Institute of Geologists and have over 40 years of relevant experience. I have not been found in breach of any relevant rule or law of that institute, and I am not the subject of any disciplinary proceeding. I am not the subject of any investigation that might lead to a disciplinary proceeding by any regulatory authority or any professional association.

I have read and understood the requirements of the VALMIN Code and the JORC Code. I am a Competent Person as defined by the JORC Code and a Specialist as defined by the VALMIN Code, having more than the minimum experience relevant to the style of mineralisation and type of deposit described in this report, and to the activity for which I am accepting Practitioner responsibility.

I have reviewed this report, to which this Consent Statement applies, and I consent to the release of this report.

Signature of Director and Practitioner Date

12.2 Matthew White – Specialist and Competent Person

I, Matthew White, confirm that I am an Associate Principal Geologist with Derisk and that I contributed to the technical assessment in the report titled Independent Geologist Report for the Alice River Gold Project, North Queensland, held by Pacgold Ltd, with an effective date of 31 March 2021.

I confirm that I am independent of Pacgold Ltd, its Directors, substantial shareholders, and their associates. In addition, I have no interest, direct or indirect, in Pacgold Ltd, its subsidiaries, or associated companies, and will not receive benefits other than remuneration paid to Derisk in connection with this independent geologist report.

I also confirm that I am the Competent Person for the compilation of the Exploration Results presented in this report. I am a Member of The Australian Institute of Geologists and have 25 years of relevant experience. I have not been found in breach of any relevant rule or law of that institute, and I am not the subject of any disciplinary proceeding. I am not the subject of any investigation that might lead to a disciplinary proceeding by any regulatory authority or any professional association.

I have read and understood the requirements of the VALMIN Code and the JORC Code. I am a Competent Person as defined by the JORC Code and a Specialist as defined by the VALMIN Code, having more than the minimum experience that is relevant to the styles of mineralisation and types of deposits under consideration, and to the activity that I am undertaking to qualify as a Competent Person as defined in the JORC Code.

I have reviewed this report, to which this Consent Statement applies, and I consent to the release of this report in the form and context in which it appears.

Signature of Specialist and Competent Person Date

eviewed this report, to which

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18 May, 2021



13 REFERENCES Alice River Gold Pty Ltd, 2013. Information Memorandum Alice River Gold Project. 40 pp.

Australian Gold Corporation Pty Ltd, 2009. Memorandum of Information Alice River Gold Project.

Beckstar Pty Ltd, 1991. Progress report for six months to 22 August 1991 – Alice River EPM 7566.

Beckstar Pty Ltd, 1992. Progress report for six months to 22 February 1992 – Alice River EPM 7566.

Denaro, T.J. and Dhnaram, C., 2009. Queensland Minerals 2009 A survey of major mineral resources, mines, and prospects. Queensland Department of Mines and Energy.

Duck, B.H., 2006. Geological overview of the Alice River Gold Project. 47 pp.

JORC Code, 2012. Australasian code for reporting of Exploration Results, Mineral Resources and Ore Reserves. Joint Ore Reserves Committee of the Australasian Institute of Mining and Metallurgy, Australian Institute of Geoscientists and Minerals Council of Australia. December 2012.

Kettlewell & Associates, 2004. Assessment of Alice River Project. 124 pp.

Mining Access Legal, 2021. Pacgold Limited Solicitor’s Report on Mining Tenements. April 2021

Morrison G., 2017. Intrusion-Related Gold Deposits in north Queensland. https://www.jcu.edu.au/data/ assets/pdf_file/0004/597586/Intrusion-Related-Gold-Deposits_Morrison-G.pdf

Pacgold Ltd, 2020. Alice River Gold Project, Investor presentation October 2020.

Snowden Mining Industry Consultants Pty Ltd, 2014. Alice River Gold – Project Overview. Unpublished Memorandum to Tinpitch Pty Ltd, 9 December 2014.

Spitfire Materials Limited, 2017a. Alice River Gold Project, Queensland – Key tenements granted and exploration update. ASX release 26 May 2017.

Spitfire Materials Limited, 2017b. Impressive maiden drill results of up to 25 g/t confirm outstanding potential of Alice River Gold Project, Qld. ASX release 28 November 2017.

Thompson, J.F.H., Sillitoe, R.H., Baker, T.J.R. and Mortensen, J.K., 1999. Intrusion-related gold deposits associated with tungsten-tin provinces. Mineralium Deposita 34, 323-334.

VALMIN Code, 2015. Australasian code for public reporting of Technical Assessments and Valuations of mineral assets. VALMIN Committee, a joint committee of the Australasian Institute of Mining and Metallurgy and Australian Institute of Geoscientists. 2015.

White Geoscience Pty Ltd, 2018. Alice River Gold Project Summary. Unpublished report prepared for Tinpitch Pty Ltd.



14 DEFINITIONS AND GLOSSARY Table 14-1 provides a list of the definitions used in this report together with a glossary of relevant terms and abbreviations.

Table 14-1. Definitions and glossary of terms.

Term Description

AAICD Affiliate of the Australian Institute of Company Directors AQ Alice Queen As arsenic ASX Australian Securities Exchange Au gold AUD Australian Dollar(s) Bardoc Bardoc Gold Limited Beckstar Beckstar Pty Ltd BLEG bulk leach extractable gold CIP Carbon-in-pulp Competent Person (as defined by the JORC Code)

A minerals industry professional who is a Member or Fellow of The Australasian Institute of Mining and Metallurgy, or of the Australian Institute of Geoscientists, or of a Recognised Professional Organisation, as included in a list available on the JORC and ASX websites. These organisations have enforceable disciplinary processes including the powers to suspend or expel a member. A Competent Person must have a minimum of five years relevant experience in the style of mineralisation or type of deposit under consideration and in the activity which that person is undertaking.

Cyprus Cyprus Gold Australia DD diamond drill Derisk Derisk Geomining Consultants Pty Ltd EPM Exploration permit for minerals Exploration Results (as defined by the JORC Code)

Data and information generated by mineral exploration programmes that might be of use to investors, but which do not form part of a declaration of Mineral Resources or Ore Reserves.

g/t grams per tonne GPS Global positioning system IGR Independent Geologist Report IP Induced polarisation IPO Initial Public Offering IRGS Intrusive-related gold systems JORC Joint Ore Reserves Committee JORC Code Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves,

2012 edition, effective December 2012 kt thousand tonnes k thousand kg kilogram(s) km kilometre(s) km2 square kilometre(s) koz thousand ounces m metre(s) M Million MAIG Member of the Australian Institute of Geoscientists MAL Mining Access Legal Pty Ltd Market Value (as defined by the VALMIN Code)

Estimated amount of money (or the cash equivalent of some other consideration) for which the mineral asset should exchange on the date of valuation between a willing buyer and a willing seller in an arm’s length transaction after appropriate marketing wherein the parties each acted knowledgeably, prudently and without compulsion.

Mineral Resource (as defined by the JORC Code)

A concentration or occurrence of solid material of economic interest in or on the Earth’s crust in such form, grade (or quality), and quantity that there are reasonable prospects for eventual economic extraction. The location, quantity, grade (or quality), continuity and other geological characteristics of a Mineral Resource are known, estimated or interpreted from specific



Term Description geological evidence and knowledge, including sampling. Mineral Resources are sub-divided, in order of increasing geological confidence, into Inferred, Indicated and Measured categories.

ML Mining lease mm millimetre(s) Modifying Factors (as defined by the JORC Code)

Considerations used to convert Mineral Resources to Ore Reserves. These include, but are not restricted to, mining, processing, metallurgical, infrastructure, economic, marketing, legal, environmental, social, and governmental factors.

Moz Million ounces Ore Reserve (as defined by the JORC Code)

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 prefeasibility 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. Ore Reserves are sub-divided in order of increasing confidence into Probable and Proved Ore Reserves.

oz ounces Pacgold Pacgold Limited Project The company’s Queensland mineral assets ppb parts per billion Practitioner (as defined by the VALMIN Code)

Expert as defined in the Corporations Act, who prepares a public report on a technical assessment or valuation report for mineral assets. This collective term includes Specialists and Securities Experts.

Qld Queensland RC reverse circulation Sb antimony Specialist (as defined by the VALMIN Code)

Persons whose profession, reputation or relevant industry experience in a technical discipline (such as geology, mine engineering or metallurgy) provides them with the authority to assess or value mineral assets.

Spitfire Spitfire Materials Limited t tonne(s) Technical Value (as defined by the VALMIN Code)

An assessment of a mineral asset’s future net economic benefit at the Valuation Date under a set of assumptions deemed most appropriate by a Practitioner, excluding any premium or discount to account for market considerations.

Tinpitch Tinpitch Pty Ltd VALMIN Code Australasian Code for Public Reporting of Technical Assessments and Valuations of Mineral

Assets, 2015 edition, effective January 2016 VLF-EM very-low-frequency electromagnetic > greater than < less than % percent

P202

1-19

: Ind

epen

dent

Geo

logi

st R

epor

t – A

lice

Rive

r Gol

d Pr

ojec

t Pa

cgol

d Lt

d 18

May

202

1 FI

NAL

REP

ORT

Pa

ge 4

5

APP

END

IX 1

. JO

RC C

OD

E TA

BLE

1 CH

ECKL

IST

OF

ASS

ESSM

ENT

AN

D R

EPO

RTIN

G C

RITE

RIA

Se

ctio

n 1:

Sam

plin

g Te

chni

ques

and

Dat

a

CRIT

ERIA

JO

RC C

ode

Expl

anat

ion

Com

men

tary

SA

MPL

ING

TE

CHN

IUES

Nat

ure

and

qual

ity o

f sa

mpl

ing

(e.g

., cu

t ch

anne

ls, r

ando

m c

hips

, or

spec

ific

spec

ialis

ed in

dust

ry s

tand

ard

mea

sure

men

t too

ls a

ppro

pria

te

to th

e m

iner

als u

nder

inve

stig

atio

n, su

ch a

s dow

n ho

le g

amm

a so

ndes

, or

han

dhel

d XR

F in

stru

men

ts,

etc)

. Th

ese

exam

ples

sho

uld

not

be

take

n as

lim

iting

the

broa

d m

eani

ng o

f sam

plin

g.

Sa

mpl

ing

met

hods

hav

e in

clud

ed s

urfa

ce r

ock

chip

, so

il, a

nd s

trea

m s

edim

ent

sam

ples

, to

geth

er w

ith d

rillh

ole

sam

ples

com

pris

ing

open

hol

e pe

rcus

sion

(ai

rtra

ck),

RC p

ercu

ssio

n,

and

diam

ond

core

sam

ples

.

Geo

chem

istr

y fr

om s

oil a

nd s

trea

m s

edim

ent

sam

ples

is u

sed

sem

i-qua

ntita

tivel

y to

gui

de

furt

her e

xplo

ratio

n an

d is

not

use

d fo

r Min

eral

Res

ourc

e es

timat

ion.

The

accu

racy

of

rock

chi

p ge

oche

mis

try

is g

ener

ally

hig

h, b

ut t

hese

sam

ples

are

oft

en s

pot

sam

ples

and

gen

eral

ly n

ot u

sed

in M

iner

al R

esou

rce

estim

atio

n.

Th

e qu

ality

of o

pen

hole

per

cuss

ion

drill

ing

is g

ener

ally

low

bec

ause

the

re is

a li

kelih

ood

of

cont

amin

atio

n of

sam

ples

. Co

nseq

uent

ly, t

hese

sam

ples

are

gen

eral

ly u

sed

to g

uide

furt

her

expl

orat

ion

and

are

not u

sed

for M

iner

al R

esou

rce

estim

atio

n.

Th

e qu

ality

of

RC p

ercu

ssio

n dr

illin

g is

gen

eral

ly m

ediu

m –

hig

h be

caus

e th

e m

etho

d si

gnifi

cant

ly r

educ

es t

he p

oten

tial o

f con

tam

inat

ion,

unl

ess

ther

e is

a lo

t of

gro

undw

ater

or

badl

y br

oken

gro

und.

Co

nseq

uent

ly,

thes

e sa

mpl

es c

an b

e re

pres

enta

tive

of t

he in

terv

al

drill

ed a

nd c

an b

e us

ed fo

r Min

eral

Res

ourc

e es

timat

ion.

The

qual

ity o

f dia

mon

d co

ring

is g

ener

ally

med

ium

– h

igh

beca

use

the

met

hod

is d

esig

ned

to

sam

ple

the

rock

mas

s ef

fect

ivel

y in

mos

t co

nditi

ons.

Co

nseq

uent

ly, t

hese

sam

ples

can

be

repr

esen

tativ

e of

the

inte

rval

dril

led

and

can

be u

sed

for M

iner

al R

esou

rce

estim

atio

n.

In

clud

e re

fere

nce

to m

easu

res

take

n to

ens

ure

sam

ple

repr

esen

tivity

an

d th

e ap

prop

riate

cal

ibra

tion

of a

ny m

easu

rem

ent t

ools

or s

yste

ms

used

.

N

o in

form

atio

n is

ava

ilabl

e do

cum

entin

g m

easu

res

to e

nsur

e sa

mpl

e re

pres

enta

tivity

for

su

rfac

e sa

mpl

ing

met

hods

and

ope

n ho

le p

ercu

ssio

n dr

illin

g m

etho

ds.

Thes

e m

etho

ds a

re n

ot

used

for M

iner

al R

esou

rce

estim

atio

n.

RC

dril

ling

is a

n es

tabl

ishe

d m

etho

d de

sign

ed t

o m

inim

ise

drill

ing-

indu

ced

cont

amin

atio

n of

sa

mpl

es,

aim

ed t

o de

liver

a r

epre

sent

ativ

e sa

mpl

e of

the

int

erva

l be

ing

drill

ed.

Dia

mon

d dr

illin

g is

als

o an

est

ablis

hed

met

hod

aim

ed a

t co

llect

ing

repr

esen

tativ

e sa

mpl

es o

f th

e in

terv

al b

eing

dril

led.

As

pect

s of t

he d

eter

min

atio

n of

min

eral

isat

ion

that

are

Mat

eria

l to

the

Publ

ic R

epor

t. In

cas

es w

here

‘ind

ustr

y st

anda

rd’ w

ork

has

been

don

e th

is w

ould

be

rela

tivel

y si

mpl

e (e

.g.,

‘reve

rse

circ

ulat

ion

drill

ing

was

us

ed to

obt

ain

1 m

sam

ples

from

whi

ch 3

kg

was

pul

veris

ed to

pro

duce

a

30 g

cha

rge

for f

ire a

ssay

’). In

oth

er c

ases

, mor

e ex

plan

atio

n m

ay b

e re

quire

d, s

uch

as w

here

the

re i

s co

arse

gol

d th

at h

as i

nher

ent

sam

plin

g pr

oble

ms.

Unu

sual

com

mod

ities

or

min

eral

isat

ion

type

s (e

.g.,

subm

arin

e no

dule

s)

may

w

arra

nt

disc

losu

re

of

deta

iled

info

rmat

ion.

Ec

onom

ic g

old

min

eral

isat

ion

is m

easu

red

in te

rms o

f par

ts p

er m

illio

n an

d th

eref

ore

rigor

ous

sam

plin

g te

chni

ques

mus

t be

adop

ted

to e

nsur

e qu

antit

ativ

e, p

reci

se m

easu

rem

ents

of g

old

conc

entr

atio

n.

If go

ld i

s pr

esen

t as

med

ium

– c

oars

e gr

ains

, th

e en

tire

sam

plin

g, s

ub-

sam

plin

g, a

nd a

naly

tical

pro

cess

mus

t be

mor

e st

ringe

nt.

At

Alic

e Ri

ver,

gold

can

be

visi

ble

and

ther

efor

e th

ere

are

inhe

rent

sam

plin

g pr

oble

ms.

Pr

oced

ures

use

d to

man

age

this

pro

blem

are

doc

umen

ted

else

whe

re in

rele

vant

sub-

sect

ions

of

this

tabl

e.

DRI

LLIN

G

TECH

NIQ

UES

Dril

l typ

e (e

.g.,

core

, rev

erse

circ

ulat

ion,

ope

n-ho

le h

amm

er, r

otar

y ai

r bl

ast,

auge

r, Ba

ngka

, son

ic, e

tc) a

nd d

etai

ls (e

.g.,

core

dia

met

er, t

riple

or

sta

ndar

d tu

be, d

epth

of d

iam

ond

tails

, fac

e-sa

mpl

ing

bit,

or o

ther

ty

pe, w

heth

er c

ore

is o

rient

ed a

nd if

so,

by

wha

t met

hod,

etc

).

D

rillin

g pr

ogra

ms

wer

e co

mpl

eted

by

Cy

prus

, Be

ckst

ar,

Gol

den

Plat

eau

and

Subl

oo

Inte

rnat

iona

l fro

m 1

987

– 19

98, a

nd b

y Sp

itfire

in 2

017.

A to

tal o

f 469

airt

rack

, RC,

and

dia

mon

d dr

illho

les

wer

e ca

ptur

ed in

to a

dat

abas

e fo

r a

tota

l of

18,

294.

7 m

dril

ling.

Airt

rack

dril

ling

mak

es u

p 41

.4%

, RC

drill

ing

mak

es u

p 43

% a

nd d

iam

ond

drill

ing

mak

es u

p 15

.6%

of t

he to

tal m

etre

s dr

illed

.

Pre-

2017

dril

lhol

e de

pths

ran

ged

from

10

– 19

6 m

. Fo

r th

e 20

17 R

C dr

illin

g pr

ogra

m, h

ole

dept

hs ra

nged

from

86

– 28

6 m

.

P202

1-19

: Ind

epen

dent

Geo

logi

st R

epor

t – A

lice

Rive

r Gol

d Pr

ojec

t Pa

cgol

d Lt

d 18

May

202

1 FI

NAL

REP

ORT

Pa

ge 4

6

CRIT

ERIA

JO

RC C

ode

Expl

anat

ion

Com

men

tary

Dia

mon

d dr

illin

g w

as g

ener

ally

NQ

size

, how

ever

som

e la

rger

dia

met

er co

re w

as a

lso

colle

cted

(H

Q).

No

info

rmat

ion

is re

cord

ed a

bout

the

use

of tr

iple

tube

or c

ore

orie

ntat

ion

met

hods

.

Pre-

2017

RC

drill

ing

was

gen

eral

ly a

4.5

” RC

bit

ham

mer

with

sam

ples

air

lifte

d to

sur

face

for

sam

plin

g. T

he 2

017

RC d

rillin

g pr

ogra

m u

sed

a fa

ce-s

ampl

ing

ham

mer

with

a 4

.875

” bi

t.

Airt

rack

dril

ling

was

car

ried

out

usin

g a

trac

k m

ount

ed r

ig w

ith a

top

-hol

e ha

mm

er.

No

info

rmat

ion

on th

e bi

t siz

e or

hol

e di

amet

er w

as re

cord

ed.

DRI

LL S

AMPL

E RE

COVE

RY

M

etho

d of

rec

ordi

ng a

nd a

sses

sing

cor

e an

d ch

ip s

ampl

e re

cove

ries

and

resu

lts a

sses

sed.

No

info

rmat

ion

is a

vaila

ble

docu

men

ting

if sa

mpl

e re

cove

ry fo

r op

en h

ole

perc

ussi

on d

rillin

g w

as ro

utin

ely

reco

rded

.

No

info

rmat

ion

is a

vaila

ble

docu

men

ting

if sa

mpl

e re

cove

ry o

f pr

e-20

17 R

C dr

illin

g w

as

rout

inel

y re

cord

ed.

N

o in

form

atio

n is

ava

ilabl

e do

cum

entin

g if

sam

ple

reco

very

of 2

017

RC d

rillin

g w

as ro

utin

ely

reco

rded

, how

ever

Spi

tfire

repo

rts

ther

e w

ere

no s

ampl

e re

cove

ry p

robl

ems

enco

unte

red.

For

diam

ond

drill

ing,

sam

ple

reco

very

was

mea

sure

d on

a p

er-r

un b

asis

and

gen

eral

ly

repo

rted

to b

e gr

eate

r tha

n 90

%.

Pa

cgol

d re

port

s th

at m

ost o

f the

Pal

aeoz

oic

host

rock

s ar

e co

mpe

tent

and

sam

ple

reco

very

is

expe

cted

to b

e ge

nera

lly g

ood,

exc

ept w

here

hol

es e

ncou

nter

ed fa

ulte

d/fr

actu

red

grou

nd.

M

easu

res

take

n to

m

axim

ise

sam

ple

reco

very

an

d en

sure

re

pres

enta

tive

natu

re o

f the

sam

ples

.

No

info

rmat

ion

is a

vaila

ble

docu

men

ting

mea

sure

s to

max

imis

e sa

mpl

e re

cove

ry o

r en

sure

co

llect

ion

of re

pres

enta

tive

sam

ples

for p

ercu

ssio

n dr

illin

g m

etho

ds.

D

iam

ond

core

rec

over

ies

wer

e re

cord

ed o

n a

per-

run

basi

s, b

ut n

o in

form

atio

n is

ava

ilabl

e do

cum

entin

g m

easu

res

to m

axim

ise

sam

ple

reco

very

e.g

., th

e us

e of

trip

le t

ube

or

appr

opria

te d

rillin

g ad

ditiv

es.

W

heth

er a

rela

tions

hip

exis

ts b

etw

een

sam

ple

reco

very

and

gra

de a

nd

whe

ther

sam

ple

bias

may

hav

e oc

curr

ed d

ue to

pre

fere

ntia

l los

s/ga

in

of fi

ne/c

oars

e m

ater

ial.

N

o as

sess

men

t ha

s be

en c

ompl

eted

to

dete

rmin

e if

ther

e is

a r

elat

ions

hip

betw

een

sam

ple

reco

very

and

gra

de, a

nd w

heth

er t

here

is a

ny p

oten

tial f

or s

ampl

e bi

as a

ssoc

iate

d w

ith t

he

diff

eren

t dril

ling

met

hods

use

d to

dat

e.

LOG

GIN

G

W

heth

er

core

an

d ch

ip

sam

ples

ha

ve

been

ge

olog

ical

ly

and

geot

echn

ical

ly l

ogge

d to

a l

evel

of

deta

il to

sup

port

app

ropr

iate

M

iner

al

Reso

urce

es

timat

ion,

m

inin

g st

udie

s an

d m

etal

lurg

ical

st

udie

s.

D

iam

ond

core

was

logg

ed fo

r lith

olog

y, s

truc

ture

, alte

ratio

n, m

iner

alis

atio

n, a

nd v

eini

ng a

nd

deem

ed to

be

appr

opria

te fo

r the

sty

le o

f min

eral

isat

ion

and

the

litho

logi

es e

ncou

nter

ed.

W

here

pos

sibl

e, p

ercu

ssio

n ch

ips

wer

e lo

gged

for

lith

olog

y, a

ltera

tion,

min

eral

isat

ion,

and

ve

inin

g.

N

o ro

utin

e ph

otog

raph

y of

dril

l cor

e or

per

cuss

ion

chip

s is

ava

ilabl

e.

Lo

ggin

g in

form

atio

n fo

r RC

and

dia

mon

d dr

illin

g is

ade

quat

e to

sup

port

Min

eral

Res

ourc

e es

timat

ion.

No

geot

echn

ical

logs

are

ava

ilabl

e.

In

form

atio

n to

sup

port

min

ing

and

met

allu

rgic

al s

tudi

es is

min

imal

.

W

heth

er l

oggi

ng i

s qu

alita

tive

or q

uant

itativ

e in

nat

ure.

Cor

e (o

r co

stea

n, c

hann

el, e

tc) p

hoto

grap

hy.

Lo

ggin

g of

cor

e an

d pe

rcus

sion

chi

ps w

as m

ostly

qua

litat

ive,

exc

ept

for

som

e se

mi-

quan

titat

ive

logg

ing

of s

ulph

ide

cont

ent,

quar

tz v

eini

ng a

nd a

ltera

tion

cont

ent.

Th

e to

tal l

engt

h an

d pe

rcen

tage

of t

he re

leva

nt in

ters

ectio

ns lo

gged

.

Geo

logi

cal l

ogs

wer

e ge

nera

lly c

ompl

eted

for

all d

rille

d in

terv

als

how

ever

logg

ing

was

oft

en

rudi

men

tary

and

som

e lo

gs w

ere

not r

ecor

ded

or n

ot in

clud

ed in

the

repo

rts.

SU

B-SA

MPL

ING

TE

CHN

IQU

ES

AND

SAM

PLE

PREP

ARAT

ION

If

core

, w

heth

er c

ut o

r sa

wn

and

whe

ther

qua

rter

, ha

lf or

all

core

ta

ken.

Dia

mon

d dr

ill c

ore

was

gen

eral

ly c

ut in

hal

f usi

ng a

dia

mon

d sa

w o

r spl

itter

.

Core

was

larg

ely

sam

pled

on

geol

ogic

al in

terv

als,

bet

wee

n 0.

5 –

2 m

how

ever

som

e ra

re

sam

ple

leng

ths u

p to

5.5

m w

ere

reco

rded

. N

ot a

ll th

e dr

ill c

ore

was

sam

pled

and

ana

lyse

d in

ca

ses

whe

re th

e si

te g

eolo

gist

s be

lieve

d th

e co

re w

as u

nmin

eral

ised

.

P202

1-19

: Ind

epen

dent

Geo

logi

st R

epor

t – A

lice

Rive

r Gol

d Pr

ojec

t Pa

cgol

d Lt

d 18

May

202

1 FI

NAL

REP

ORT

Pa

ge 4

7

CRIT

ERIA

JO

RC C

ode

Expl

anat

ion

Com

men

tary

If

non-

core

, w

heth

er r

iffle

d, t

ube

sam

pled

, ro

tary

spl

it, e

tc a

nd

whe

ther

sam

pled

wet

or d

ry.

Pr

e-20

17 a

irtra

ck d

rillh

ole

sam

ples

wer

e ge

nera

lly 2

m a

nd c

olle

cted

at

the

hole

col

lar

and

split

by

the

field

team

to o

btai

n a

sam

ple.

The

spl

ittin

g m

etho

d is

not

kno

wn.

Som

e sa

mpl

e co

ntam

inat

ion

and/

or d

ilutio

n is

lik

ely

to h

ave

occu

rred

with

thi

s st

yle

of d

rillin

g.

No

info

rmat

ion

is re

cord

ed to

doc

umen

t if s

ampl

es w

ere

dry

or w

et.

Pr

e-20

17 R

C dr

ill c

hips

wer

e sp

lit o

n si

te to

obt

ain

2 m

sam

ples

from

whi

ch a

ppro

xim

atel

y 2

to 3

kg

was

col

lect

ed f

or s

ubm

issi

on t

o th

e la

bora

tory

. N

o in

form

atio

n is

rec

orde

d to

do

cum

ent i

f sam

ples

wer

e dr

y or

wet

.

For t

he 2

017

RC d

rillin

g pr

ogra

m s

ampl

e ch

ips

wer

e pr

oces

sed

on s

ite to

obt

ain

1 m

sam

ples

in

log

ged

zone

s co

ntai

ning

min

eral

isat

ion

and/

or a

ltera

tion,

and

3 m

com

posi

te s

ampl

es

else

whe

re in

the

hole

. A

cycl

one

was

use

d to

col

lect

the

RC c

hip

sam

ples

and

an

8:1

split

ter

was

mou

nted

bel

ow t

he c

yclo

ne f

rom

whi

ch a

ppro

xim

atel

y 2

– 3

kg o

f RC

dril

l chi

ps w

ere

take

n ev

ery

1 m

etre

. N

o in

form

atio

n is

reco

rded

to d

ocum

ent i

f sam

ples

wer

e dr

y or

wet

.

Fo

r al

l sam

ple

type

s, t

he n

atur

e, q

ualit

y, a

nd a

ppro

pria

tene

ss o

f the

sa

mpl

e pr

epar

atio

n te

chni

que.

Det

ails

of t

he la

bora

tory

pre

para

tion

of s

ampl

es fo

r th

e dr

illin

g ca

mpa

igns

wer

e no

t al

way

s re

cord

ed. I

t is a

ssum

ed th

at sa

mpl

e pr

epar

atio

n m

etho

ds u

sed

by a

ll co

mm

erci

al la

bora

torie

s fo

llow

ed th

e ba

sic

step

s of

dry

ing,

cru

shin

g, a

nd p

ulve

risin

g, b

ut d

etai

ls o

f the

am

ount

of t

he

sam

ple

crus

hed

and

pulv

eris

ed a

re n

ot k

now

n.

Ther

efor

e, it

is n

ot p

ossi

ble

to a

sses

s th

e qu

ality

and

app

ropr

iate

ness

of t

he s

ampl

e pr

epar

atio

n te

chni

ques

.

Q

ualit

y co

ntro

l pr

oced

ures

ado

pted

for

all

sub-

sam

plin

g st

ages

to

max

imis

e re

pres

entiv

ity o

f sam

ples

.

No

info

rmat

ion

has

been

reco

rded

that

doc

umen

ts q

ualit

y co

ntro

l pro

cedu

res

adop

ted

for a

ll su

b-sa

mpl

ing

stag

es to

max

imis

e re

pres

entiv

ity o

f sam

ples

.

M

easu

res t

aken

to e

nsur

e th

at th

e sa

mpl

ing

is re

pres

enta

tive

of th

e in

si

tu

mat

eria

l co

llect

ed,

incl

udin

g fo

r in

stan

ce

resu

lts

for

field

du

plic

ate/

seco

nd-h

alf s

ampl

ing.

Fo

r so

me

pre-

2017

dril

ling,

dup

licat

es w

ere

subm

itted

in

som

e sa

mpl

e ba

tche

s to

the

la

bora

torie

s.

Fo

r the

201

7 RC

dril

ling

prog

ram

, QA/

QC

proc

edur

es c

onsi

sted

of i

nser

tion

of 5

dup

licat

es a

nd

2 bl

anks

per

100

sam

ples

sub

mitt

ed to

the

labo

rato

ry.

The

blan

k sa

mpl

es c

onsi

sted

of 1

-2 k

g of

qua

rtz

sand

.

W

heth

er s

ampl

e si

zes

are

appr

opria

te to

the

grai

n si

ze o

f the

mat

eria

l be

ing

sam

pled

.

No

form

al a

sses

smen

t has

bee

n un

dert

aken

to q

uant

ify th

e ap

prop

riate

sam

ple

size

requ

ired

for g

ood

qual

ity d

eter

min

atio

n of

gol

d co

nten

t, gi

ven

the

natu

re o

f the

gol

d m

iner

alis

atio

n.

QU

ALIT

Y O

F AS

SAY

DAT

A AN

D

LABO

RATO

RY

TEST

S

Th

e na

ture

, qu

ality

an

d ap

prop

riate

ness

of

th

e as

sayi

ng

and

labo

rato

ry p

roce

dure

s us

ed a

nd w

heth

er th

e te

chni

que

is c

onsi

dere

d pa

rtia

l or t

otal

.

Th

e la

bora

torie

s us

ed fo

r the

pre

-201

7 dr

illin

g as

sayi

ng in

clud

ed T

etch

em L

abs,

Ana

labs

, and

AL

S. T

he 2

017

drill

ing

prog

ram

use

d th

e AL

S To

wns

ville

Lab

orat

ory.

Sam

ples

from

all

drill

ing

prog

ram

s w

ere

anal

ysed

by

a fir

e as

say

met

hod

and

AAS

finis

h fo

r go

ld u

sing

eith

er a

30

g or

50

g ch

arge

. Th

is is

an

appr

opria

te a

ssay

met

hod

and

is n

orm

ally

co

nsid

ered

a to

tal a

ssay

met

hod,

exc

ept w

here

gol

d gr

ain

size

is v

ery

coar

se.

Fo

r geo

phys

ical

tool

s, s

pect

rom

eter

s, h

andh

eld

XRF

inst

rum

ents

, etc

, th

e pa

ram

eter

s us

ed in

det

erm

inin

g th

e an

alys

is in

clud

ing

inst

rum

ent

mak

e an

d m

odel

, rea

ding

tim

es, c

alib

ratio

ns fa

ctor

s ap

plie

d an

d th

eir

deriv

atio

n, e

tc.

N

o ge

ophy

sica

l too

ls, s

pect

rom

eter

s, o

r han

dhel

d XR

F in

stru

men

ts h

ave

been

use

d to

dat

e to

de

term

ine

chem

ical

com

posi

tion

at a

sem

i-qua

ntita

tive

leve

l of a

ccur

acy.

N

atur

e of

qua

lity

cont

rol p

roce

dure

s ad

opte

d (e

.g.,

stan

dard

s, b

lank

s,

dupl

icat

es, e

xter

nal l

abor

ator

y ch

ecks

) and

whe

ther

acc

epta

ble

leve

ls

of a

ccur

acy

(i.e.

, lac

k of

bia

s) a

nd p

reci

sion

hav

e be

en e

stab

lishe

d.

N

o de

tails

of t

he u

se o

f sta

ndar

ds o

r cer

tifie

d re

fere

nce

mat

eria

ls h

ave

been

repo

rted

for a

ny

of t

he p

re-2

017

drill

ing

prog

ram

s.

Inte

rnal

lab

orat

ory

QA/

QC

chec

ks a

nd r

epea

ts w

ere

repo

rted

by

the

labo

rato

ry in

man

y ca

ses

that

sug

gest

s th

e la

bora

tory

was

per

form

ing

with

in

acce

ptab

le li

mits

.

Som

e hi

gh-g

rade

gol

d as

says

from

pre

-201

7 dr

illin

g pr

ogra

ms w

ere

repe

ated

usi

ng sc

reen

fire

as

say

met

hods

and

retu

rned

sim

ilar/

acce

ptab

le re

sults

.

P202

1-19

: Ind

epen

dent

Geo

logi

st R

epor

t – A

lice

Rive

r Gol

d Pr

ojec

t Pa

cgol

d Lt

d 18

May

202

1 FI

NAL

REP

ORT

Pa

ge 4

8

CRIT

ERIA

JO

RC C

ode

Expl

anat

ion

Com

men

tary

For

the

2017

RC

drill

ing

prog

ram

, 2

com

mer

cial

CRM

s w

ere

inse

rted

per

100

sam

ples

, pu

rcha

sed

from

ORE

AS. S

pitf

ire r

epor

ted

that

the

QA/

QC

sam

ples

wer

e al

l ret

urne

d w

ithin

ac

cept

able

tole

ranc

e lim

its.

VERI

FICA

TIO

N O

F SA

MPL

ING

AN

D

ASSA

YIN

G

Th

e ve

rific

atio

n of

sig

nific

ant

inte

rsec

tions

by

eith

er in

depe

nden

t or

al

tern

ativ

e co

mpa

ny p

erso

nnel

.

It ha

s no

t bee

n po

ssib

le to

inde

pend

ently

ver

ify s

igni

fican

t int

erse

ctio

ns.

So

me

diam

ond

drill

cor

es in

cor

e tr

ays

have

bee

n lo

cate

d on

site

. How

ever

, Pac

gold

has

not

lo

cate

d an

y re

mai

ning

sam

ple

mat

eria

l fro

m, a

irtra

ck, R

C an

d RA

B dr

illin

g ca

mpa

igns

.

Th

e us

e of

twin

ned

hole

s.

Fo

r the

201

7 RC

dril

ling

prog

ram

, sev

eral

hol

es w

ere

drill

ed in

pro

xim

ity to

pre

-201

7 ho

les

to

verif

y th

e m

iner

alis

atio

n, s

ampl

ing

and

assa

ying

for p

revi

ous

drill

ing.

D

ocum

enta

tion

of

prim

ary

data

, da

ta

entr

y pr

oced

ures

, da

ta

verif

icat

ion,

dat

a st

orag

e (p

hysi

cal a

nd e

lect

roni

c) p

roto

cols

.

Pacg

old

has

colla

ted

the

drill

ing

data

base

and

cre

ated

the

Alic

e Ri

ver

Gol

d Pr

ojec

t Ac

cess

da

taba

se. T

his

data

base

was

impo

rted

into

Mic

rom

ine

3d s

oftw

are

and

valid

ated

aga

inst

old

m

aps

and

data

.

Pacg

old

geol

ogis

ts h

ave

verif

ied

the

digi

tal d

atab

ase

from

the

prev

ious

dril

ling

repo

rts

and/

or

orig

inal

labo

rato

ry r

epor

ts. D

igita

l dat

a ha

s be

en c

ompi

led

from

qua

lity

scan

ned

tabl

es a

nd

plan

s in

clud

ed in

the

stat

utor

y re

port

s.

Pa

cgol

d st

aff h

ave

com

plet

ed fi

eld

chec

ks a

nd c

onfir

med

the

loca

tion

of so

me

drill

hole

col

lars

an

d ar

eas

of p

rior g

old

min

ing

with

a s

tand

ard

GPS

.

D

iscu

ss a

ny a

djus

tmen

t to

assa

y da

ta.

N

o ad

just

men

ts to

ass

ay d

ata

have

bee

n m

ade.

LO

CATI

ON

OF

DAT

A PO

INTS

Accu

racy

and

qua

lity

of s

urve

ys u

sed

to lo

cate

dril

l hol

es (

colla

r an

d do

wn-

hole

surv

eys)

, tre

nche

s, m

ine

wor

king

s and

oth

er lo

catio

ns u

sed

in M

iner

al R

esou

rce

estim

atio

n.

Th

e pr

e-20

17 d

rillh

oles

wer

e dr

illed

on

a lo

cal g

rid, s

ub-p

aral

lel t

o st

rike

(orie

nted

at

330°

). M

ost d

rillh

ole

colla

rs w

ere

surv

eyed

usi

ng a

sta

ndar

d G

PS, d

iffer

entia

l GPS

or

by a

sur

veyo

r. D

rillh

ole

map

s w

ere

crea

ted

by p

revi

ous

com

pani

es a

nd la

ter

geo-

refe

renc

ed t

o M

GA

Grid

, zo

ne 5

4, G

DA9

4 da

tum

.

Som

e pr

e-20

17 d

rill c

olla

r loc

atio

ns w

ere

chec

ked

in th

e fie

ld u

sing

a s

tand

ard

GPS

and

foun

d to

be

with

in 1

5 m

for e

astin

g an

d no

rthi

ng M

GA

coor

dina

tes.

Pac

gold

con

side

rs c

olla

r sur

vey

accu

racy

to b

e +/

- 15

m fo

r eas

ting,

nor

thin

g, a

nd e

leva

tion

coor

dina

tes.

Dow

nhol

e su

rvey

mea

sure

men

ts w

ere

colle

cted

for

som

e di

amon

d dr

illho

les

usin

g a

dow

nhol

e ca

mer

a. F

or m

any

of th

e sh

allo

w h

oles

, onl

y on

e to

p of

hol

e su

rvey

was

com

plet

ed

at th

e co

llar p

ositi

on, n

otin

g th

e az

imut

h an

d di

p at

the

star

t of t

he h

ole.

For

the

2017

RC

drill

ing

prog

ram

the

col

lar

loca

tions

wer

e re

cord

ed u

sing

a s

tand

ard

GPS

. D

ownh

ole

surv

eys m

easu

ring

dip

and

azim

uth

wer

e ta

ken

ever

y 30

m d

ownh

ole

by th

e dr

iller

, us

ing

a di

gita

l sin

gle

shot

sur

vey

tool

tha

t w

as c

alib

rate

d pr

ior

to t

he s

tart

of

the

drill

ing

prog

ram

.

Sp

ecifi

catio

n of

the

grid

sys

tem

use

d.

Th

e co

-ord

inat

e sy

stem

use

d in

the

Pacg

old

data

base

is M

GA

zone

54,

GD

A94

Dat

um.

Q

ualit

y an

d ad

equa

cy o

f top

ogra

phic

con

trol

.

Qua

lity

of th

e to

pogr

aphi

c co

ntro

l dat

a is

poo

r and

is c

urre

ntly

relia

nt o

n pu

blic

dom

ain

dtat

. D

ATA

SPAC

ING

AN

D

DIS

TRIB

UTI

ON

D

ata

spac

ing

for r

epor

ting

of E

xplo

ratio

n Re

sults

.

The

spac

ing

of d

rillh

ole

data

is v

aria

ble.

The

gol

d m

iner

alis

atio

n at

Alic

e Ri

ver

has

gene

rally

be

en d

efin

ed b

y dr

illho

les

on a

cro

ss-s

ectio

n lin

e sp

acin

g, ro

ughl

y pe

rpen

dicu

lar t

o th

e st

rike

of th

e m

iner

alis

ed z

ones

. At

AQ

, dril

ling

spac

ing

varie

s fr

om 1

2.5

– 50

m, w

ith a

n av

erag

e on

-se

ctio

n sp

acin

g of

12.

5 –

50 m

. El

sew

here

, dat

a sp

acin

g is

gre

ater

and

spa

rser

.

W

heth

er th

e da

ta sp

acin

g an

d di

strib

utio

n is

suff

icie

nt to

est

ablis

h th

e de

gree

of g

eolo

gica

l and

gra

de c

ontin

uity

app

ropr

iate

for t

he M

iner

al

Reso

urce

and

Ore

Res

erve

est

imat

ion

proc

edur

e(s)

and

cla

ssifi

catio

ns

appl

ied.

Th

ere

are

no M

iner

al R

esou

rces

or O

re R

eser

ves.

The

mos

t de

nsel

y dr

illed

pro

spec

t is

AQ

. W

ith fu

rthe

r dr

illin

g, d

ata

spac

ing

and

dist

ribut

ion

may

sup

port

Min

eral

Res

ourc

e es

timat

ion.

P202

1-19

: Ind

epen

dent

Geo

logi

st R

epor

t – A

lice

Rive

r Gol

d Pr

ojec

t Pa

cgol

d Lt

d 18

May

202

1 FI

NAL

REP

ORT

Pa

ge 4

9

CRIT

ERIA

JO

RC C

ode

Expl

anat

ion

Com

men

tary

W

heth

er s

ampl

e co

mpo

sitin

g ha

s be

en a

pplie

d.

So

me

sam

ple

com

posi

ting

was

car

ried

out o

n si

te w

ithin

som

e of

the

pre-

2017

RC

hole

s e.

g.,

in s

ome

RC h

oles

, Cyp

rus

com

posi

ted

the

2 m

dril

lhol

e sa

mpl

es a

t the

top

of th

e ho

le in

to a

10

m c

ompo

site

. O

n on

e oc

casi

on, o

ne 4

0 m

com

posi

te w

as m

ade.

For t

he 2

017

RC d

rillin

g pr

ogra

m, i

n un

min

eral

ised

zon

es 1

m s

ampl

es w

ere

com

posi

ted

to 3

m

usi

ng a

sam

ple

spea

r.

Fo

r rep

ortin

g pu

rpos

es, s

ome

drill

hole

ass

ay re

sults

hav

e be

en c

ompo

site

d to

geth

er to

repo

rt

cont

iguo

us z

ones

of m

iner

alis

atio

n.

ORI

ENTA

TIO

N O

F D

ATA

IN

RELA

TIO

N T

O

GEO

LOG

ICAL

ST

RUCT

URE

W

heth

er t

he o

rient

atio

n of

sam

plin

g ac

hiev

es u

nbia

sed

sam

plin

g of

po

ssib

le s

truc

ture

s an

d th

e ex

tent

to w

hich

this

is k

now

n, c

onsi

derin

g th

e de

posi

t typ

e.

Ex

plor

atio

n dr

illho

les

wer

e ge

nera

lly o

rient

ed t

o in

ters

ect

min

eral

isat

ion

perp

endi

cula

r to

st

rike

and

angl

ed 5

5° -

70° t

o th

e ea

st-n

orth

east

to in

ters

ect t

he st

eepl

y di

ppin

g m

iner

alis

atio

n zo

nes

at a

hig

h an

gle.

To th

e ex

tent

kno

wn,

dril

ling

is a

ssum

ed to

be

unbi

ased

.

If

the

rela

tions

hip

betw

een

the

drill

ing

orie

ntat

ion

and

the

orie

ntat

ion

of k

ey m

iner

alis

ed s

truc

ture

s is

con

side

red

to h

ave

intr

oduc

ed a

sa

mpl

ing

bias

, thi

s sh

ould

be

asse

ssed

and

repo

rted

if m

ater

ial.

At

som

e pr

ospe

ct a

reas

, Pac

gold

bel

ieve

s th

at p

revi

ous

drill

ing

has

been

und

erta

ken

para

llel

to th

e in

terp

rete

d di

p of

min

eral

isat

ion.

SAM

PLE

SECU

RITY

The

mea

sure

s ta

ken

to e

nsur

e sa

mpl

e se

curit

y.

N

o ch

ain

of c

usto

dy w

as d

ocum

ente

d fo

r pre

-201

7 dr

illin

g.

Fo

r the

201

7 RC

dril

ling

prog

ram

, sam

ples

wer

e pa

ckag

ed in

to p

olyw

eave

bag

s ar

ound

25

kg

each

, the

n ha

nd-d

eliv

ered

by

Spitf

ire s

taff

to a

com

mer

cial

frei

ght c

ompa

ny in

Mar

eeba

, who

th

en d

eliv

ered

the

sam

ples

to A

LS T

owns

ville

with

in 1

-3 d

ays.

AU

DIT

S O

R RE

VIEW

S

The

resu

lts o

f any

aud

its o

r rev

iew

s of

sam

plin

g te

chni

ques

and

dat

a.

Pa

cgol

d ha

s no

t com

plet

ed a

revi

ew o

f the

act

ual s

ampl

ing

tech

niqu

es, a

s th

is is

not

pos

sibl

e.

Pacg

old

has

revi

ewed

com

pany

rep

orts

des

crib

ing

sam

plin

g te

chni

ques

. P

acgo

ld h

as

revi

ewed

and

whe

re p

ract

ical

val

idat

ed th

e da

taba

se it

has

com

plie

d.

D

eris

k ha

s co

mpl

eted

a re

view

of t

he w

ork

Pacg

old

has

unde

rtak

en.

Sect

ion

2: R

epor

ting

of E

xplo

ratio

n Re

sults

CR

ITER

IA

JORC

Cod

e ex

plan

atio

n Co

mm

enta

ry

MIN

ERAL

TE

NEM

ENT

AND

LA

ND

TEN

URE

ST

ATU

S

Ty

pe,

refe

renc

e na

me/

num

ber,

loca

tion

and

owne

rshi

p in

clud

ing

agre

emen

ts o

r mat

eria

l iss

ues w

ith th

ird p

artie

s suc

h as

join

t ven

ture

s,

part

ners

hips

, ove

rrid

ing

roya

lties

, nat

ive

title

inte

rest

s, h

isto

rical

site

s,

wild

erne

ss o

r nat

iona

l par

k an

d en

viro

nmen

tal s

ettin

gs.

Re

fer t

o Se

ctio

n 4.

The

Alic

e Ri

ver

Gol

d Pr

ojec

t is

sec

ured

by

13 t

enem

ents

, inc

ludi

ng 8

gra

nted

Min

ing

Leas

es

(MLs

), an

d 5

Expl

orat

ion

Perm

its fo

r M

iner

als

(EPM

s), f

or t

otal

of a

ppro

xim

atel

y 37

7 sq

uare

ki

lom

etre

s.

Th

e se

curit

y of

the

tenu

re h

eld

at th

e tim

e of

repo

rtin

g al

ong

with

any

kn

own

impe

dim

ents

to o

btai

ning

a li

cenc

e to

ope

rate

in th

e ar

ea.

Re

fer t

o Se

ctio

n 4

Al

l ten

emen

ts a

re in

goo

d st

andi

ng.

EXPL

ORA

TIO

N

DO

NE

BY O

THER

PA

RTIE

S

Ac

know

ledg

men

t and

app

rais

al o

f exp

lora

tion

by o

ther

par

ties.

Refe

r to

Sect

ion

7. A

sum

mar

y of

pre

viou

s ex

plor

atio

n an

d m

inin

g is

pre

sent

ed b

elow

.

1903

: G

old

min

ing

com

men

ced

at A

lice

Rive

r Gol

d Pr

ojec

t.

1903

– 1

917:

Pro

duct

ion

of 3

,244

oz

Au a

t gra

de o

f aro

und

38 g

/t A

u.

19

87 –

199

8:

Cypr

us,

Beck

star

, G

olde

n Pl

atea

u, G

oldm

inco

and

Sub

loo

Inte

rnat

iona

l co

mpl

eted

reg

iona

l geo

chem

ical

sam

plin

g pr

ogra

ms,

roc

k ch

ip s

ampl

ing,

RAB

/aug

er d

rillin

g,

airt

rack

dril

ling,

gro

und

mag

netic

sur

veys

, IP

and

VLF

-EM

geo

phys

ical

sur

veys

, co

stea

ning

pr

ogra

ms,

and

num

erou

s dril

ling

prog

ram

s (RC

and

dia

mon

d dr

illin

g). S

ever

al e

stim

ates

of t

he

tonn

age

and

grad

e of

min

eral

isat

ion,

not

com

plia

nt w

ith th

e JO

RC C

ode

wer

e m

ade.

P202

1-19

: Ind

epen

dent

Geo

logi

st R

epor

t – A

lice

Rive

r Gol

d Pr

ojec

t Pa

cgol

d Lt

d 18

May

202

1 FI

NAL

REP

ORT

Pa

ge 5

0

CRIT

ERIA

JO

RC C

ode

expl

anat

ion

Com

men

tary

19

99 –

200

0: A

tota

l of 2

,745

oz

gold

was

pro

duce

d fr

om 3

6,00

0 t o

f ore

by

Beck

star

.

2001

: Be

ckst

ar e

nter

ed A

dmin

istr

atio

n an

d Ti

npitc

h ac

quire

d th

e pr

ojec

t.

2017

: Sp

itfire

ent

ered

a jo

int v

entu

re d

eal w

ith T

inpi

tch

and

com

plet

ed R

C dr

illin

g.

GEO

LOG

Y

Dep

osit

type

, geo

logi

cal s

ettin

g, a

nd s

tyle

of m

iner

alis

atio

n.

Re

fer t

o Se

ctio

n 5.

The

Alic

e Ri

ver G

old

Proj

ect l

ies

with

in th

e Al

ice-

Palm

er S

truc

tura

l Zon

e. G

old

min

eral

isat

ion

is f

ocus

ed a

long

reg

iona

l nor

thw

est

shea

r zo

nes.

The

she

ar z

ones

are

larg

ely

host

ed w

ithin

th

e Im

ooya

Gra

nite

, a p

ale

grey

to w

hite

mic

a-bi

otite

leuc

ogra

nite

(com

mon

ly re

ferr

ed in

the

old

repo

rts

as a

n ad

amel

lite)

, of t

he S

iluro

-Dev

onia

n Ki

ntor

e Su

pers

uite

. At t

he n

orth

end

of

the

Proj

ect

area

the

she

ars

inte

rsec

t gn

eiss

es a

nd s

chis

ts o

f th

e Su

garb

ag C

reek

Qua

rtzi

te,

whi

ch fo

rms

the

low

er p

art o

f the

Mes

opro

tero

zoic

Hol

royd

Met

amor

phic

s.

M

iner

alis

atio

n is

con

side

red

to b

e In

trus

ion

Rela

ted

Gol

d –

epith

erm

al st

yle.

The

gol

d-be

arin

g sh

ear z

ones

ext

end

epis

odic

ally

for a

ppro

xim

atel

y 50

km

str

ike

leng

th. G

old

min

eral

isat

ion

is

gene

rally

hos

ted

in q

uart

z ve

ins,

and

min

or q

uart

z br

ecci

as, u

p to

10

– 15

m w

ide

in p

lace

s.

Gol

d m

iner

alis

atio

n is

focu

sed

in li

near

zon

es u

p to

150

m s

trik

e le

ngth

.

Gol

d oc

curs

as

both

fin

e fr

ee-g

old

in q

uart

z or

ass

ocia

ted

with

ars

enop

yrite

and

stib

nite

. G

reen

-whi

te

quar

tz-s

eric

ite-e

pido

te

alte

ratio

n zo

nes

exte

nd

50

– 70

m

ar

ound

th

e m

iner

alis

ed v

eins

at

som

e de

posi

ts b

ut g

ener

ally

the

qua

rtz

vein

s di

spla

y na

rrow

alte

ratio

n se

lvag

es. T

he w

eath

ered

(oxi

de) z

ones

at s

urfa

ce a

re a

roun

d 10

– 2

0 m

dee

p.

DRI

LL H

OLE

IN

FORM

ATIO

N

A

sum

mar

y of

all

info

rmat

ion

mat

eria

l to

the

unde

rsta

ndin

g of

the

ex

plor

atio

n re

sults

incl

udin

g a

tabu

latio

n of

the

follo

win

g in

form

atio

n fo

r all

Mat

eria

l dril

l hol

es:

Ea

stin

g an

d no

rthi

ng o

f the

dril

l hol

e co

llar.

Elev

atio

n or

RL

(Red

uced

Lev

el –

ele

vatio

n ab

ove

sea

leve

l in

m

etre

s) o

f the

dril

l hol

e co

llar.

Dip

and

azi

mut

h of

the

hole

.

Dow

n ho

le le

ngth

and

inte

rcep

tion

dept

h.

H

ole

leng

th.

Re

fer t

o Ap

pend

ix 2

and

App

endi

x 3.

If

the

excl

usio

n of

thi

s in

form

atio

n is

just

ified

on

the

basi

s th

at t

he

info

rmat

ion

is n

ot M

ater

ial a

nd t

his

excl

usio

n do

es n

ot d

etra

ct f

rom

th

e un

ders

tand

ing

of th

e re

port

, the

Com

pete

nt P

erso

n sh

ould

cle

arly

ex

plai

n w

hy th

is is

the

case

.

Re

fer t

o Ap

pend

ix 2

and

App

endi

x 3.

DAT

A AG

GRE

GAT

ION

M

ETH

OD

S

In

rep

ortin

g Ex

plor

atio

n Re

sults

, w

eigh

ting

aver

agin

g te

chni

ques

, m

axim

um a

nd/o

r m

inim

um g

rade

tru

ncat

ions

(e.

g.,

cutt

ing

of h

igh

grad

es) a

nd c

ut-o

ff g

rade

s ar

e us

ually

Mat

eria

l and

sho

uld

be s

tate

d.

Th

e m

iner

alis

ed d

rill i

nter

sect

ions

are

repo

rted

as d

ownh

ole

inte

rval

s and

wer

e no

t con

vert

ed

to tr

ue w

idth

s. W

here

gol

d re

peat

s w

ere

reco

rded

, the

ave

rage

of a

ll th

e sa

mpl

es w

as u

sed.

Tr

ue w

idth

s m

ay b

e up

to

50%

les

s th

an d

rill

inte

rsec

tions

pen

ding

con

firm

atio

n of

m

iner

alis

atio

n ge

omet

ry.

N

o ca

ppin

g of

hig

h gr

ades

was

per

form

ed in

the

aggr

egat

ion

proc

ess.

W

here

agg

rega

te in

terc

epts

inco

rpor

ate

shor

t le

ngth

s of

hig

h gr

ade

resu

lts a

nd lo

nger

leng

ths o

f low

gra

de re

sults

, the

pro

cedu

re u

sed

for

such

agg

rega

tion

shou

ld b

e st

ated

and

som

e ty

pica

l exa

mpl

es o

f suc

h ag

greg

atio

ns s

houl

d be

sho

wn

in d

etai

l.

Th

e dr

ill in

terc

epts

rep

orte

d w

ere

calc

ulat

ed u

sing

a 0

.5 g

/t A

u cu

t-of

f gra

de. G

old

grad

e fo

r th

e in

terc

ept w

as c

alcu

late

d as

a w

eigh

ted

aver

age

grad

e. U

p to

2 m

(dow

n ho

le) o

f int

erna

l w

aste

(< 0

.5 g

/t A

u) w

as in

clud

ed in

som

e ca

ses.

Th

e as

sum

ptio

ns u

sed

for

any

repo

rtin

g of

met

al e

quiv

alen

t va

lues

sh

ould

be

clea

rly s

tate

d.

N

o m

etal

equ

ival

ents

are

repo

rted

.

P202

1-19

: Ind

epen

dent

Geo

logi

st R

epor

t – A

lice

Rive

r Gol

d Pr

ojec

t Pa

cgol

d Lt

d 18

May

202

1 FI

NAL

REP

ORT

Pa

ge 5

1

CRIT

ERIA

JO

RC C

ode

expl

anat

ion

Com

men

tary

RE

LATI

ON

SHIP

BE

TWEE

N

MIN

ERAL

ISAT

ION

W

IDTH

S AN

D

INTE

RCEP

T LE

NG

THS

Th

ese

rela

tions

hips

are

par

ticul

arly

im

port

ant

in t

he r

epor

ting

of

Expl

orat

ion

Resu

lts.

Th

e dr

illin

g w

as p

lann

ed o

n lo

cal g

rid li

nes

orie

nted

per

pend

icul

ar t

o th

e st

rike

of t

he m

ain

shea

r zon

e.

If

the

geom

etry

of

the

min

eral

isat

ion

with

res

pect

to

the

drill

hol

e an

gle

is k

now

n, it

s na

ture

sho

uld

be re

port

ed.

D

rillh

oles

wer

e or

ient

ed p

erpe

ndic

ular

to

the

strik

e of

the

she

ar z

one

and

angl

ed 5

5° -

70°

de

gree

s to

war

ds th

e no

rthe

ast i

n or

der t

o in

ters

ect t

he s

teep

ly d

ippi

ng m

iner

alis

ed z

ones

at

a hi

gh a

ngle

.

If

it is

not

kno

wn

and

only

the

dow

n ho

le le

ngth

s ar

e re

port

ed, t

here

sh

ould

be

a cl

ear s

tate

men

t to

this

eff

ect (

e.g.

, ‘do

wn

hole

leng

th, t

rue

wid

th n

ot k

now

n’).

Th

e m

iner

alis

ed in

terc

epts

gen

eral

ly in

ters

ect

the

inte

rpre

ted

dip

of t

he m

iner

alis

atio

n at

a

high

ang

le b

ut a

re n

ot tr

ue w

idth

s.

DIA

GRA

MS

Ap

prop

riate

map

s an

d se

ctio

ns (

with

sca

les)

and

tab

ulat

ions

of

inte

rcep

ts s

houl

d be

inc

lude

d fo

r an

y si

gnifi

cant

dis

cove

ry b

eing

re

port

ed T

hese

shou

ld in

clud

e, b

ut n

ot b

e lim

ited

to a

pla

n vi

ew o

f dril

l ho

le c

olla

r loc

atio

ns a

nd a

ppro

pria

te s

ectio

nal v

iew

s.

Re

fer t

o Se

ctio

n 7

and

Sect

ion

8.

BALA

NCE

D

REPO

RTIN

G

W

here

com

preh

ensi

ve r

epor

ting

of a

ll Ex

plor

atio

n Re

sults

is

not

prac

ticab

le,

repr

esen

tativ

e re

port

ing

of b

oth

low

and

hig

h gr

ades

an

d/or

wid

ths

shou

ld b

e pr

actic

ed t

o av

oid

mis

lead

ing

repo

rtin

g of

Ex

plor

atio

n Re

sults

.

Ba

lanc

ed re

port

ing

of E

xplo

ratio

n Re

sults

is p

rese

nted

(ref

er to

Sec

tion

7 a

nd S

ectio

n 8)

.

OTH

ER

SUBS

TAN

TIVE

EX

PLO

RATI

ON

D

ATA

O

ther

exp

lora

tion

data

, if m

eani

ngfu

l and

mat

eria

l, sh

ould

be

repo

rted

in

clud

ing

(but

not

lim

ited

to):

geol

ogic

al o

bser

vatio

ns;

geop

hysi

cal

surv

ey r

esul

ts;

geoc

hem

ical

sur

vey

resu

lts;

bulk

sam

ples

– s

ize

and

met

hod

of

trea

tmen

t;

met

allu

rgi c

al

test

re

sults

; bu

lk

dens

ity,

grou

ndw

ater

, ge

otec

hnic

al

and

rock

ch

arac

teris

tics;

po

tent

ial

dele

terio

us o

r con

tam

inat

ing

subs

tanc

es.

Th

e Al

ice

Rive

r Gol

d Pr

ojec

t inc

lude

s a

larg

e am

ount

of e

xplo

ratio

n da

ta c

olle

cted

by

prev

ious

co

mpa

nies

, inc

ludi

ng r

egio

nal s

trea

m s

edim

ent g

eoch

emic

al d

ata,

soi

l sam

ple

and

rock

chi

p da

ta, g

eolo

gica

l map

ping

dat

a, o

pen

hole

per

cuss

ion

drill

ing

data

, gro

und

mag

netic

s, IP

and

VL

F-EM

geo

phys

ical

sur

vey

data

, and

cos

tean

dat

a. M

uch

of th

is d

ata

has

been

cap

ture

d an

d va

lidat

ed in

to a

GIS

dat

abas

e.

M

etal

lurg

ical

tes

ts o

f se

lect

ed m

iner

alis

ed s

ampl

es in

clud

ing

bott

le r

oll c

yani

de le

ach

test

s w

ere

cond

ucte

d by

Gol

den

Plat

eau

in 1

994,

Gol

dmin

co in

199

9, a

nd b

y Ti

npitc

h in

200

5 an

d 20

06.

Gra

vity

con

cent

ratio

n te

sts

wer

e al

so c

arrie

d ou

t by

Gol

dmin

co in

199

9. B

ottle

rol

l cy

anid

e le

ach

test

ing

wor

k pr

oduc

ed v

aria

ble

resu

lts. S

ome

sam

ples

retu

rned

low

reco

verie

s,

whi

lst

othe

r sa

mpl

es p

rodu

ced

high

rec

over

ies

up t

o 90

%.

Furt

her

met

allu

rgic

al w

ork

is

war

rant

ed.

FURT

HER

WO

RK

Th

e na

ture

and

sca

le o

f pl

anne

d fu

rthe

r w

ork

(e.g

., te

sts

for

late

ral

exte

nsio

ns o

r dep

th e

xten

sion

s or

larg

e-sc

ale

step

-out

dril

ling)

.

Refe

r to

Sect

ion

9.

Pa

cgol

d pl

ans

to c

ondu

ct s

urfa

ce g

eolo

gica

l map

ping

and

geo

chem

istr

y, g

roun

d ge

ophy

sics

an

d dr

illin

g ac

ross

thre

e hi

gh-p

riorit

y ta

rget

are

as o

ver t

he n

ext t

wo

year

s.

D

iagr

ams

clea

rly

high

light

ing

the

area

s of

po

ssib

le

exte

nsio

ns,

incl

udin

g th

e m

ain

geol

ogic

al in

terp

reta

tions

and

futu

re d

rillin

g ar

eas,

pr

ovid

ed th

is in

form

atio

n is

not

com

mer

cial

ly s

ensi

tive.

Re

fer t

o Se

ctio

n 8

and

Sect

ion

9.



APPENDIX 2. DRILLHOLE LOCATIONS

HOLE-ID Hole_Type E_MGA54 N_MGA54 M RL Azimuth Dip Depth Company

17ARDD001 RC 745175 8292557 122.5 60 -60 86 Spitfire

17ARRC001 RC 745183 8292610 125.4 60 -70 221 Spitfire

17ARRC002 RC 745215 8292665 125.1 59 -60 106 Spitfire

17ARRC003 RC 745084 8292684 123.3 58 -60 202 Spitfire

17ARRC004 RC 745177 8292570 123.4 59 -60 172 Spitfire

17ARRC005 RC 745192 8292560 122.9 59 -60 166 Spitfire

17ARRC006 RC 745165 8292539 121.5 59 -60 232 Spitfire

17ARRC007 RC 745210 8292525 119.8 59 -60 142 Spitfire

17ARRC008 RC 745195 8292513 119.0 59 -60 160 Spitfire

17ARRC009 RC 745189 8292487 118.2 60 -60 172 Spitfire

17ARRC010 RC 745244 8292470 118.7 59 -60 100 Spitfire

17ARRC011 RC 745254 8292445 119.4 59 -60 100 Spitfire

17ARRC012 RC 745146 8292715 123.2 62 -60 220 Spitfire

17ARRC013 RC 745112 8292622 124.8 59 -58 286 Spitfire

17ARRC014 RC 745204 8292710 124.1 59 -60 118 Spitfire

ARAT-001 AT 746242 8290068 125.4 60 -61 30 Cyprus

ARAT-002 AT 745031 8293035 130.0 60 -59 18 Cyprus

ARAT-003 AT 745126 8293061 130.2 60 -58 20 Cyprus

ARAT-004 AT 745172 8292973 126.0 60 -59 15 Cyprus

ARAT-005 AT 745187 8292815 125.9 60 -60 20 Cyprus

ARAT-006 AT 745196 8292819 125.9 60 -59 12 Cyprus

ARAT-007 AT 745200 8292822 126.4 60 -58 15 Cyprus

ARAT-008 AT 745207 8292825 126.4 60 -59 20 Cyprus

ARAT-009 AT 745219 8292830 125.3 60 -60 20 Cyprus

ARAT-010 AT 745225 8292833 125.3 60 -59 20 Cyprus

ARAT-011 AT 745233 8292837 125.6 60 -60 12 Cyprus

ARAT-012 AT 745240 8292839 125.6 60 -61 24 Cyprus

ARAT-013 AT 745068 8292758 124.3 240 -58 20 Cyprus

ARAT-014 AT 744999 8292670 125.8 240 -58 16 Cyprus

ARAT-015 AT 745219 8292776 127.3 60 -61 16 Cyprus

ARAT-016 AT 745242 8292676 128.3 60 -61 18 Cyprus

ARAT-017 AT 745046 8292473 120.8 240 -62 18 Cyprus

ARAT-018 AT 745159 8292472 121.4 240 -60 16 Cyprus

ARAT-019 AT 745092 8292440 120.9 240 -58 21 Cyprus

ARAT-020 AT 745083 8292381 121.3 60 -57 18 Cyprus

ARAT-021 AT 745130 8292294 122.7 60 -62 18 Cyprus

ARAT-022 AT 745315 8292217 123.0 60 -62 18 Cyprus

ARAT-023 AT 745318 8292246 122.1 240 -63 16 Cyprus

ARAT-024 AT 745409 8292096 123.9 60 -59 16 Cyprus

ARAT-025 AT 745339 8292066 125.9 60 -56 16 Cyprus

ARAT-026 AT 745294 8291987 126.2 60 -61 20 Cyprus

ARAT-027 AT 745411 8291604 138.1 60 -61 16 Cyprus

ARAT-028 AT 745646 8291319 140.8 240 -57 18 Cyprus

ARAT-029 AT 745639 8291315 141.4 240 -60 14 Cyprus

ARAT-030 AT 745633 8291312 141.4 240 -58 18 Cyprus




ARAT-031 AT 745627 8291309 141.5 240 -59 20 Cyprus

ARAT-032 AT 745524 8291201 138.1 240 -60 21 Cyprus

ARAT-033 AT 745736 8291308 139.3 240 -60 30 Cyprus

ARAT-034 AT 745723 8291302 139.3 240 -58 20 Cyprus

ARAT-035 AT 745714 8291298 140.2 240 -60 20 Cyprus

ARAT-036 AT 745673 8291277 141.3 240 -59 30 Cyprus

ARAT-037 AT 745785 8291222 138.2 240 -57 30 Cyprus

ARAT-038 AT 745743 8291201 138.6 240 -60 30 Cyprus

ARAT-039 AT 745811 8291235 138.1 240 -60 30 Cyprus

ARAT-040 AT 745798 8291229 138.4 240 -60 30 Cyprus

ARAT-041 AT 745772 8291216 138.3 240 -60 30 Cyprus

ARAT-042 AT 745760 8291210 138.3 240 -60 20 Cyprus

ARAT-043 AT 745751 8291205 138.3 240 -61 20 Cyprus

ARAT-044 AT 745730 8291194 138.6 240 -61 30 Cyprus

ARAT-045 AT 745607 8291133 134.5 240 -62 30 Cyprus

ARAT-046 AT 745594 8291126 131.9 240 -62 22 Cyprus

ARAT-047 AT 745585 8291122 131.9 240 -60 30 Cyprus

ARAT-048 AT 745574 8291116 131.9 240 -62 18 Cyprus

ARAT-049 AT 745566 8291112 132.1 240 -62 22 Cyprus

ARAT-050 AT 745557 8291108 132.1 240 -62 21 Cyprus

ARAT-051 AT 745540 8291099 130.1 60 -59 20 Cyprus

ARAT-052 AT 745514 8291088 130.6 60 -61 21 Cyprus

ARAT-053 AT 745505 8291081 131.4 240 -61 30 Cyprus

ARAT-054 AT 745860 8291205 138.7 240 -60 20 Cyprus

ARAT-055 AT 745851 8291200 138.7 240 -59 30 Cyprus

ARAT-056 AT 745837 8291193 138.7 240 -61 20 Cyprus

ARAT-057 AT 745829 8291189 138.3 240 -60 20 Cyprus

ARAT-058 AT 745820 8291185 138.3 240 -61 30 Cyprus

ARAT-059 AT 745778 8291163 137.7 240 -60 20 Cyprus

ARAT-060 AT 745767 8291158 136.0 240 -60 26 Cyprus

ARAT-061 AT 745757 8291153 125.2 240 -60 20 Cyprus

ARAT-062 AT 745748 8291149 136.0 240 -60 20 Cyprus

ARAT-063 AT 745717 8291133 135.5 240 -61 20 Cyprus

ARAT-064 AT 745709 8291129 133.0 240 -60 20 Cyprus

ARAT-065 AT 745700 8291124 133.0 240 -62 28 Cyprus

ARAT-066 AT 745688 8291118 133.0 240 -58 30 Cyprus

ARAT-067 AT 745666 8291107 132.7 60 -60 20 Cyprus

ARAT-068 AT 745667 8291108 132.7 240 -59 20 Cyprus

ARAT-069 AT 745659 8291103 132.7 240 -59 20 Cyprus

ARAT-070 AT 745650 8291099 130.2 240 -60 14 Cyprus

ARAT-071 AT 745638 8291093 130.2 60 -60 20 Cyprus

ARAT-072 AT 745638 8291093 130.2 240 -61 26 Cyprus

ARAT-073 AT 745873 8291156 139.0 240 -59 23 Cyprus

ARAT-074 AT 745863 8291151 138.3 240 -61 30 Cyprus

ARAT-075 AT 745741 8291090 131.6 240 -55 20 Cyprus

ARAT-076 AT 745724 8291081 131.6 60 -58 18 Cyprus

ARAT-077 AT 745724 8291081 131.6 240 -59 30 Cyprus




ARAT-078 AT 745652 8291045 128.3 60 -58 23 Cyprus

ARAT-079 AT 745662 8291050 128.6 60 -60 20 Cyprus

ARAT-080 AT 745671 8291054 128.6 60 -60 20 Cyprus

ARAT-081 AT 745680 8291059 128.6 60 -61 20 Cyprus

ARAT-082 AT 745601 8291030 126.8 60 -61 30 Cyprus

ARAT-083 AT 745907 8291118 138.1 240 -60 30 Cyprus

ARAT-084 AT 745895 8291112 137.6 240 -60 30 Cyprus

ARAT-085 AT 745882 8291105 137.6 240 -60 20 Cyprus

ARAT-086 AT 745873 8291101 137.6 240 -59 28 Cyprus

ARAT-087 AT 745834 8291081 134.3 240 -58 20 Cyprus

ARAT-088 AT 745763 8291045 130.6 60 -62 18 Cyprus

ARAT-089 AT 745755 8291041 130.6 240 -66 20 Cyprus

ARAT-090 AT 745750 8291039 130.6 240 -58 15 Cyprus

ARAT-091 AT 745738 8291032 128.2 60 -63 20 Cyprus

ARAT-092 AT 745707 8290962 125.6 240 -60 30 Cyprus

ARAT-093 AT 745743 8290925 125.3 240 -58 24 Cyprus

ARAT-094 AT 745733 8290919 125.3 240 -58 18 Cyprus

ARAT-095 AT 745725 8290916 125.3 240 -61 18 Cyprus

ARAT-096 AT 745717 8290911 124.9 240 -60 20 Cyprus

ARAT-097 AT 745709 8290907 124.7 240 -61 20 Cyprus

ARAT-098 AT 745582 8290843 123.1 240 -60 18 Cyprus

ARAT-099 AT 745659 8290829 123.3 60 -60 18 Cyprus

ARAT-100 AT 745666 8290833 123.3 60 -58 18 Cyprus

ARAT-101 AT 745864 8290986 128.7 240 -52 15 Cyprus

ARAT-102 AT 745857 8290982 128.7 240 -51 30 Cyprus

ARAT-103 AT 745823 8290965 126.8 60 -51 15 Cyprus

ARAT-104 AT 745831 8290968 126.8 60 -51 20 Cyprus

ARAT-105 AT 745811 8290959 126.8 60 -48 20 Cyprus

ARAT-106 AT 745801 8290954 126.5 60 -50 20 Cyprus

ARAT-107 AT 745859 8290927 125.9 240 -51 30 Cyprus

ARAT-108 AT 745875 8290936 126.2 240 -51 18 Cyprus

ARAT-109 AT 745887 8290941 126.2 240 -53 20 Cyprus

ARAT-110 AT 745860 8290927 125.9 60 -53 20 Cyprus

ARAT-111 AT 745933 8290854 124.7 240 -52 30 Cyprus

ARAT-112 AT 745916 8290846 124.0 240 -50 30 Cyprus

ARAT-113 AT 746115 8290447 124.1 60 -50 22 Cyprus

ARAT-114 AT 746127 8290453 123.9 60 -50 20 Cyprus

ARAT-115 AT 746138 8290459 124.2 60 -50 20 Cyprus

ARAT-116 AT 746149 8290466 124.2 60 -52 20 Cyprus

ARAT-117 AT 746161 8290470 124.2 60 -50 20 Cyprus

ARAT-118 AT 746172 8290476 124.2 60 -52 20 Cyprus

ARAT-119 AT 746188 8290424 124.3 60 -51 30 Cyprus

ARAT-120 AT 746222 8290363 124.5 60 -50 30 Cyprus

ARAT-121 AT 746169 8290308 123.7 60 -53 30 Cyprus

ARAT-122 AT 746182 8290315 123.7 60 -52 20 Cyprus

ARAT-123 AT 746232 8290368 124.5 60 -51 30 Cyprus

ARAT-124 AT 746318 8290300 124.4 60 -49 20 Cyprus




ARAT-125 AT 746326 8290304 124.4 60 -49 20 Cyprus

ARAT-126 AT 746352 8290262 125.3 60 -54 20 Cyprus

ARAT-127 AT 746363 8290267 124.7 60 -51 20 Cyprus

ARAT-128 AT 746382 8290233 125.0 60 -49 30 Cyprus

ARAT-129 AT 746429 8290162 125.0 60 -50 30 Cyprus

ARAT-130 AT 746445 8290170 125.0 60 -50 30 Cyprus

ARAT-131 AT 746575 8290124 125.3 240 -49 30 Cyprus

ARAT-132 AT 746559 8290117 125.2 240 -50 30 Cyprus

ARAT-133 AT 746543 8290053 125.4 240 -48 30 Cyprus

ARAT-134 AT 746527 8290045 125.2 240 -49 30 Cyprus

ARAT-135 AT 746146 8290131 125.3 240 -51 23 Cyprus

ARAT-136 AT 746302 8290596 129.1 240 -51 30 Cyprus

ARAT-137 AT 746241 8290677 129.5 240 -47 30 Cyprus

ARAT-138 AT 746098 8290715 123.5 240 -50 30 Cyprus

ARAT-139 AT 746075 8290896 129.1 240 -50 30 Cyprus

ARAT-140 AT 746059 8290906 127.9 60 -40 18 Cyprus

ARAT-141 AT 746115 8290835 128.4 240 -60 25 Cyprus

ARAT-142 AT 745998 8290942 128.0 240 -53 30 Cyprus

ARAT-143 AT 746007 8290780 123.0 240 -49 30 Cyprus

ARAT-144 AT 745997 8290997 132.1 240 -53 30 Cyprus

ARAT-145 AT 746038 8291073 138.2 240 -49 30 Cyprus

ARAT-146 AT 745661 8290996 126.1 240 -47 22 Cyprus

ARAT-147 AT 745648 8290989 125.8 240 -48 30 Cyprus

ARAT-148 AT 745501 8290913 123.5 240 -49 24 Cyprus

ARAT-149 AT 745764 8291267 138.9 240 -46 12 Cyprus

ARAT-150 AT 745759 8291265 138.9 240 -47 25 Cyprus

ARAT-151 AT 745168 8292943 124.9 60 -47 20 Cyprus

ARAT-152 AT 745150 8292907 124.0 60 -46 30 Cyprus

ARAT-153 AT 745249 8292844 125.6 60 -48 18 Cyprus

ARAT-154 AT 745102 8292609 126.1 60 -50 30 Cyprus

ARAT-155 AT 745147 8292631 126.5 60 -48 24 Cyprus

ARAT-156 AT 745451 8291733 135.4 60 -47 22 Cyprus

ARAT-157 AT 745699 8291234 140.2 240 -45 30 Cyprus

ARAT-158 AT 746412 8290209 125.2 240 -53 36 Cyprus

ARAT-159 AT 746293 8290315 124.7 60 -49 30 Cyprus

ARAT-160 AT 746233 8290562 125.6 240 -50 30 Cyprus

ARAT-161 AT 746217 8290554 124.0 240 -50 30 Cyprus

ARAT-162 AT 746202 8290546 124.0 240 -50 30 Cyprus

ARAT-163 AT 747001 8288962 127.6 190 -50 10 Cyprus

ARAT-164 AT 746998 8288957 127.6 190 -50 30 Cyprus

ARAT-165 AT 746970 8288983 126.4 190 -50 30 Cyprus

ARAT-166 AT 746923 8288997 125.8 10 -50 30 Cyprus

ARAT-167 AT 746910 8289029 125.8 200 -50 20 Cyprus

ARAT-168 AT 746904 8289024 126.0 200 -50 20 Cyprus

ARAT-169 AT 746295 8290373 123.8 240 -50 20 Cyprus

ARAT-170 AT 746130 8290788 126.9 210 -55 32 Cyprus

ARAT-171 AT 746116 8290781 126.9 240 -52 22 Cyprus




ARAT-172 AT 746110 8290887 130.7 240 -52 30 Cyprus

ARAT-173 AT 746080 8290871 127.7 60 -50 30 Cyprus

ARAT-174 AT 745561 8291165 136.3 240 -51 30 Cyprus

ARAT-175 AT 745548 8291157 134.2 240 -50 30 Cyprus

ARAT-176 AT 745534 8291151 134.6 240 -53 32 Cyprus

ARAT-177 AT 745461 8291224 139.1 60 -51 30 Cyprus

ARAT-178 AT 745477 8291233 139.8 60 -49 22 Cyprus

ARAT-179 AT 745489 8291238 139.4 60 -48 30 Cyprus

ARAT-180 AT 745685 8291277 141.3 240 -48 32 Cyprus

ARAT-181 AT 745610 8291300 141.5 240 -51 30 Cyprus

ARAT-182 AT 745660 8291326 140.3 240 -50 32 Cyprus

ARAT-183 AT 745659 8291268 141.3 240 -51 30 Cyprus

ARAT-184 AT 745409 8291420 140.2 60 -49 30 Cyprus

ARAT-185 AT 745425 8291426 140.4 60 -47 30 Cyprus

ARAT-186 AT 745242 8292018 126.6 240 -50 22 Cyprus

ARAT-187 AT 745229 8292014 126.6 240 -51 22 Cyprus

ARAT-188 AT 745284 8292322 121.2 60 -54 30 Cyprus

ARAT-189 AT 745020 8292296 122.8 240 -51 30 Cyprus

ARAT-190 AT 745035 8292303 122.8 240 -52 30 Cyprus

ARAT-191 AT 744371 8291151 132.4 240 -56 32 Cyprus

ARAT-192 AT 744365 8291098 128.8 60 -52 16 Cyprus

ARAT-193 AT 744383 8291107 129.2 240 -55 33 Cyprus

ARAT-194 AT 744846 8291830 129.5 240 -50 16 Cyprus

ARAT-195 AT 744888 8292288 123.6 240 -56 36 Cyprus

ARAT-196 AT 744525 8292116 129.0 240 -53 30 Cyprus

ARAT-197 AT 744510 8292108 129.0 240 -53 22 Cyprus

ARAT-198 AT 744554 8292244 127.1 117 -55 30 Cyprus

ARAT-199 AT 744565 8292233 127.1 117 -55 30 Cyprus

ARAT-200 AT 744869 8292828 121.5 60 -55 27 Cyprus

ARAT-201 AT 745167 8292311 122.4 60 -55 30 Cyprus

ARAT-202 AT 745179 8292317 122.4 60 -55 30 Cyprus

ARAT-203 AT 745192 8292323 122.4 60 -55 30 Cyprus

ARAT-204 AT 746657 8290608 130.7 240 -55 28 Cyprus

ARAT-205 AT 746644 8290602 130.7 240 -55 30 Cyprus

ARAT-206 AT 746629 8290593 129.1 240 -60 30 Cyprus

ARAT-207 AT 746683 8290621 131.1 240 -58 30 Cyprus

ARAT-208 AT 746670 8290615 131.1 240 -55 30 Cyprus

ARAT-209 AT 745981 8291155 139.5 240 -57 30 Cyprus

ARAT-210 AT 745969 8291149 139.5 240 -58 30 Cyprus

ARAT-211 AT 745956 8291142 139.5 240 -58 26 Cyprus

ARAT-212 AT 745944 8291136 139.5 240 -57 36 Cyprus

ARAT-213 AT 745931 8291130 139.5 240 -56 30 Cyprus

ARAT-214 AT 744054 8291292 134.6 240 -57 30 Cyprus

ARAT-215 AT 744040 8291286 134.2 240 -56 30 Cyprus

ARAT-216 AT 744030 8291272 134.2 240 -58 30 Cyprus

ARAT-217 AT 744016 8291266 133.0 240 -58 30 Cyprus

ARAT-218 AT 744335 8291196 133.9 240 -57 22 Cyprus




ARAT-219 AT 744370 8291163 132.4 264 -55 24 Cyprus

ARAT-220 AT 745133 8291583 136.0 60 -55 20 Cyprus

ARAT-221 AT 745140 8291586 136.0 60 -55 30 Cyprus

ARAT-222 AT 745156 8291594 136.3 60 -57 12 Cyprus

ARAT-223 AT 745102 8291210 141.2 240 -56 30 Cyprus

ARAT-224 AT 745088 8291203 140.8 240 -56 30 Cyprus

ARAT-225 AT 745076 8291197 139.9 240 -53 32 Cyprus

ARAT-226 AT 745061 8291190 139.5 240 -57 29.5 Cyprus

ARAT-227 AT 745114 8291217 141.2 240 -54 18 Cyprus

ARAT-228 AT 745114 8291216 141.2 240 -55 26 Cyprus

ARAT-229 AT 746284 8290311 124.7 60 -56 30 Cyprus

ARAT-230 AT 746268 8290330 124.6 60 -52 32 Cyprus

ARAT-231 AT 746282 8290393 123.5 240 -48 30 Cyprus

ARAT-232 AT 746265 8290411 123.7 240 -52 30 Cyprus

ARAT-233 AT 746236 8290476 123.3 240 -51 30 Cyprus

ARAT-234 AT 744066 8295194 137.9 240 -50 10 Cyprus

ARAT-235 AT 745260 8290892 123.9 240 -47 30 Cyprus

ARAT-236 AT 745227 8290872 122.8 196 -49 30 Cyprus

ARAT-237 AT 745239 8290950 124.8 250 -52 30 Cyprus

ARAT-238 AT 745235 8290973 125.6 260 -50 23 Cyprus

ARAT-239 AT 746918 8288986 126.2 12 -50 38 Cyprus

ARAT-240 AT 746825 8289090 126.5 190 -50 36 Cyprus

ARAT-241 AT 746776 8289132 127.1 190 -50 36 Cyprus

ARAT-242 AT 746724 8289149 129.9 350 -50 32 Cyprus

ARAT-243 AT 746681 8289182 131.2 350 -50 30 Cyprus

ARAT-244 AT 756663 8283221 150.6 206 -55 32 Cyprus

ARAT-245 AT 756645 8283237 151.2 206 -55 30 Cyprus

ARAT-246 AT 756616 8283277 151.8 26 -55 30 Cyprus

ARAT-247 AT 756676 8283015 154.6 26 -55 16 Cyprus

ARAT-248 AT 756676 8283026 153.4 26 -55 10 Cyprus

ARAT-249 AT 756678 8283031 153.4 26 -55 30 Cyprus

ARAT-250 AT 756682 8283046 153.4 26 -55 16 Cyprus

ARAT-251 AT 756688 8283060 152.2 26 -55 10 Cyprus

ARAT-252 AT 756692 8283065 152.2 26 -55 20 Cyprus

ARAT-253 AT 756702 8283070 151.8 26 -55 30 Cyprus

ARAT-254 AT 756709 8283083 150.7 26 -55 30 Cyprus

ARAT-255 AT 749573 8286691 132.2 240 -55 30 Cyprus

ARAT-256 AT 749560 8286685 132.2 240 -55 30 Cyprus

ARAT-257 AT 749547 8286679 132.2 240 -55 30 Cyprus

ARAT-258 AT 749534 8286672 133.2 240 -55 20 Cyprus

ARAT-259 AT 749524 8286667 133.2 240 -55 30 Cyprus

ARAT-260 AT 749511 8286661 134.2 240 -55 30 Cyprus

ARAT-261 AT 749549 8286735 131.4 240 -55 30 Cyprus

ARAT-262 AT 749536 8286728 132.1 240 -55 30 Cyprus

ARAT-263 AT 749523 8286722 132.8 240 -55 30 Cyprus

ARAT-264 AT 749510 8286716 133.7 240 -55 30 Cyprus

ARAT-265 AT 749497 8286709 133.7 240 -55 30 Cyprus




ARAT-266 AT 749484 8286703 134.4 240 -55 30 Cyprus

ARAT-267 AT 746257 8290053 125.0 60 -60 30 Cyprus

ARAT-268 AT 746274 8290037 125.0 60 -60 30 Cyprus

ARAT-269 AT 746099 8289555 133.3 60 -55 30 Cyprus

ARAT-270 AT 746112 8289561 133.2 60 -55 14 Cyprus

ARAT-271 AT 746121 8289566 133.1 60 -55 10 Cyprus

ARAT-272 AT 746209 8289499 133.5 60 -55 20 Cyprus

ARAT-273 AT 746201 8289495 133.2 60 -55 14 Cyprus

ARAT-274 AT 744423 8291139 131.8 240 -55 30 Cyprus

ARAT-275 AT 744409 8291133 131.8 240 -55 30 Cyprus

ARAT-276 AT 744395 8291126 131.0 240 -55 30 Cyprus

ARAT-277 AT 744358 8291163 132.4 240 -55 30 Cyprus

ARAT-278 AT 744345 8291157 132.2 240 -55 30 Cyprus

ARAT-279 AT 744331 8291150 132.2 240 -55 30 Cyprus

ARAT-280 AT 744317 8291144 130.4 240 -55 30 Cyprus

ARAT-281 AT 744299 8295502 141.2 60 -55 30 Cyprus

ARAT-282 AT 744312 8295509 141.2 60 -55 28 Cyprus

ARAT-283 AT 744326 8295516 141.1 60 -55 30 Cyprus

ARAT-284 AT 744340 8295522 141.1 60 -55 30 Cyprus

ARAT-285 AT 744275 8295546 141.2 60 -55 30 Cyprus

ARAT-286 AT 744289 8295553 141.2 60 -55 30 Cyprus

ARAT-287 AT 744303 8295560 141.1 60 -55 30 Cyprus

ARAT-288 AT 743041 8295461 125.4 60 -55 30 Cyprus

ARAT-289 AT 743055 8295468 126.7 60 -55 30 Cyprus

ARAT-290 AT 743068 8295474 126.7 60 -55 30 Cyprus

ARAT-291 AT 743082 8295481 127.8 60 -55 30 Cyprus

ARAT-292 AT 742269 8296732 116.7 60 -55 16 Cyprus

ARAT-293 AT 742283 8296739 116.7 60 -55 30 Cyprus

ARAT-294 AT 742296 8296746 117.6 60 -55 30 Cyprus

ARAT-295 AT 742310 8296753 117.6 60 -55 30 Cyprus

ARAT-296 AT 742323 8296760 118.6 60 -55 30 Cyprus

ARAT-297 AT 742337 8296767 118.5 60 -55 30 Cyprus

ARAT-298 AT 742351 8296773 119.9 60 -55 30 Cyprus

ARAT-299 AT 742250 8296833 116.6 60 -55 30 Cyprus

ARAT-300 AT 742264 8296840 116.9 60 -55 30 Cyprus

ARAT-301 AT 742277 8296847 116.9 60 -55 30 Cyprus

ARAT-302 AT 742291 8296854 117.7 60 -55 30 Cyprus

ARD01 DD 745247 8292514 124.7 60 -60 44 Beckstar

ARD02 DD 745242 8292512 124.7 60 -60 55 Beckstar

ARD03 DD 745239 8292537 125.7 60 -60 58 Beckstar

ARD04 DD 745231 8292534 125.7 60 -60 84 Beckstar

ARD05 DD 745224 8292558 125.5 60 -60 70 Beckstar

ARD06 DD 745233 8292480 123.5 60 -60 72 Beckstar

ARD07 DD 745219 8292501 123.7 60 -60 96 Beckstar

ARD08 DD 745213 8292525 124.7 60 -60 90 Beckstar

ARD09 DD 745201 8292547 124.7 60 -60 108 Beckstar

ARD10 DD 745199 8292573 125.5 60 -60 80 Beckstar




ARD11 DD 745245 8292568 126.5 60 -50 57 Beckstar

ARD12 DD 745171 8292560 125.0 60 -60 63 Beckstar

ARD13 DD 745195 8292516 123.0 60 -60 60 Beckstar

ARD14 DD 745248 8292607 127.1 90 -50 17.5 Beckstar

ARD15 DD 745228 8292608 127.1 90 -50 45 Beckstar

ARD16 DD 745241 8292589 127.1 90 -50 25 Beckstar

ARD17 DD 745241 8292484 123.5 60 -60 56.5 Beckstar

ARD18 DD 745249 8292460 123.5 60 -60 55 Beckstar

ARD19 DD 745224 8292557 125.5 60 -60 77.9 Beckstar

ARD20 DD 745242 8292566 126.5 60 -60 48 Beckstar

ARD21 DD 745253 8292528 125.7 60 -60 41 Beckstar

ARRC-01 RC 746527 8290101 125.2 240 -61 54 Cyprus

ARRC-02 RC 746369 8290243 125.0 60 -61 36 Cyprus

ARRC-03 RC 746335 8290281 124.7 60 -61 42 Cyprus

ARRC-04 RC 746201 8290407 124.6 60 -61 60 Cyprus

ARRC-05 RC 746231 8290395 124.2 60 -61 48 Cyprus

ARRC-06 RC 746210 8290384 124.7 60 -61 54 Cyprus

ARRC-07 RC 746205 8290437 124.3 60 -60 54 Cyprus

ARRC-08 RC 746196 8290460 123.8 60 -61 60 Cyprus

ARRC-09 RC 746181 8290480 123.7 60 -61 60 Cyprus

ARRC-10 RC 746249 8290376 124.2 60 -61 54 Cyprus

ARRC-11 RC 746253 8290350 124.6 60 -60 66 Cyprus

ARRC-12 RC 746287 8290340 124.3 60 -61 66 Cyprus

ARRC-13 RC 746305 8290321 124.4 60 -63 48 Cyprus

ARRC-14 RC 746306 8290377 123.5 240 -60 60 Cyprus

ARRC-15 RC 746294 8290399 123.5 240 -60 52 Cyprus

ARRC-16 RC 746275 8290417 123.7 240 -60 54 Cyprus

ARRC-17 RC 746295 8290427 124.4 240 -60 54 Cyprus

ARRC-18 RC 746311 8290435 125.4 240 -61 30 Cyprus

ARRC-19 RC 746323 8290441 125.4 240 -61 30 Cyprus

ARRC-20 RC 746257 8290435 123.4 240 -61 72 Cyprus

ARRC-21 RC 746293 8290454 125.5 240 -60 90 Cyprus

ARRC-22 RC 746259 8290464 124.2 240 -61 72 Cyprus

ARRC-23 RC 746260 8290463 124.2 60 -58 54 Cyprus

ARRC-24 RC 746250 8290482 125.0 240 -61 60 Cyprus

ARRC-25 RC 746276 8290495 125.0 240 -61 60 Cyprus

ARRC-26 RC 746231 8290505 123.2 240 -58 54 Cyprus

ARRC-27 RC 746253 8290516 126.0 240 -60 54 Cyprus

ARRC-28 RC 746226 8290669 129.5 240 -62 78 Cyprus

ARRC-29 RC 746170 8290696 127.8 240 -60 42 Cyprus

ARRC-30 RC 746141 8290737 127.5 240 -60 42 Cyprus

ARRC-31 RC 745877 8290826 124.1 60 -59 30 Cyprus

ARRC-32 RC 745890 8290832 124.1 60 -59 54 Cyprus

ARRC-33 RC 745854 8290870 124.6 60 -60 30 Cyprus

ARRC-34 RC 745867 8290876 124.7 60 -60 30 Cyprus

ARRC-35 RC 745924 8291109 138.1 240 -60 30 Cyprus

ARRC-36 RC 745587 8291067 128.2 240 -62 60 Cyprus




ARRC-37 RC 745543 8291433 140.8 60 -60 30 Cyprus

ARRC-38 RC 745220 8292721 127.9 60 -59 42 Cyprus

ARRC-39 RC 745238 8292729 128.5 60 -59 30 Cyprus

ARRC-40 RC 746293 8290398 123.5 60 -58 36 Cyprus

ARRC-41 RC 746235 8290618 127.5 240 -61 36 Cyprus

ARRC-42 RC 745003 8292288 122.9 240 -59 30 Cyprus

ARRC-43 RC 746425 8290215 124.9 240 -55 92 Cyprus

ARRC-44 RC 746370 8290215 125.4 60 -55 70 Cyprus

ARRC-45 RC 746347 8290232 125.5 60 -55 80 Cyprus

ARRC-46 RC 746335 8290253 125.3 60 -55 80 Cyprus

ARRC-47 RC 746317 8290410 124.4 240 -55 100 Cyprus

ARRC-48 RC 746274 8290472 124.2 240 -55 66 Cyprus

ARRC-49 RC 745974 8290819 123.2 240 -55 72 Cyprus

ARRC-50 RC 745872 8290851 124.1 60 -55 80 Cyprus

ARRC-51 RC 745840 8290862 124.6 60 -60 100 Cyprus

ARRC-52 RC 745832 8290886 125.0 60 -60 60 Cyprus

ARRC-53 RC 745816 8290906 125.0 60 -55 100 Cyprus

ARRC-54 RC 745786 8291167 137.7 240 -55 80 Cyprus

ARRC-55 RC 745798 8291229 138.4 240 -55 100 Cyprus

ARRC-56 RC 745340 8292256 122.1 240 -55 80 Cyprus

ARRC-57 RC 745220 8292666 127.3 60 -55 80 Cyprus

ARRC-58 RC 745196 8292819 125.9 60 -55 110 Cyprus

ARRC-59 RC 745220 8292005 126.6 0 -90 36 Cyprus

ARRC-60 RC 746092 8290906 129.1 240 -55 80 Cyprus

ARRC-61 RC 746277 8290446 124.4 240 -60 70 Cyprus

ARRC-62 RC 746415 8290155 125.0 60 -55 80 Cyprus

ARRC-63 RC 745909 8290787 122.5 60 -60 150 Cyprus

ARRC-64 RC 745864 8290819 123.3 60 -60 150 Cyprus

ARRC-65 RC 745818 8290852 123.9 60 -60 150 Cyprus

ARRC-66 RC 745773 8290884 124.5 60 -60 150 Cyprus

ARRC-67 RC 745224 8292612 126.2 60 -60 70 Cyprus

ARRC-68 RC 745239 8292563 126.5 60 -60 70 Cyprus

ARRC-69 RC 745242 8292537 125.7 60 -60 70 Cyprus

ARRC-70 RC 745250 8292512 124.7 60 -60 70 Cyprus

ARRC-71 RC 745258 8292487 124.7 60 -60 70 Cyprus

ARRC-72 RC 745265 8292465 124.7 60 -60 70 Cyprus

ARRC-73 RC 745269 8292410 121.8 60 -60 90 Cyprus

ARRC-74 RC 746310 8290213 125.3 60 -60 150 Cyprus

ARRC-75 RC 746334 8290170 124.6 60 -60 150 Cyprus

ARRC-76 RC 746384 8290140 124.8 60 -60 150 Cyprus

ARRC-77 RC 745174 8292589 125.8 60 -60 154 Cyprus

ARRC-78 RC 745227 8292587 127.1 60 -60 70 Cyprus

ARRC-79 RC 745189 8292541 124.1 60 -60 148 Cyprus

ARRC-80 RC 745199 8292490 123.7 60 -60 148 Cyprus

ARRC-81 RC 745220 8292445 121.5 60 -60 118 Cyprus

ARRC-82 RC 744190 8295588 130.4 60 -60 30 Cyprus

ARRC-83 RC 744204 8295594 141.4 60 -60 30 Cyprus




ARRC-84 RC 744218 8295601 141.5 60 -60 30 Cyprus

ARRC-85 RC 744231 8295607 141.5 60 -60 30 Cyprus

ARRC-86 RC 744273 8295517 141.2 60 -60 30 Cyprus

ARRC-87 RC 744287 8295524 141.2 60 -60 30 Cyprus

ARRC-88 RC 744301 8295531 141.2 60 -60 30 Cyprus

ARRC-89 RC 744314 8295538 141.1 60 -60 30 Cyprus

ARRC-90 RC 744328 8295544 141.1 60 -60 30 Cyprus

ARRC-91 RC 744342 8295551 140.9 60 -60 30 Cyprus

ARRC-92 RC 744229 8295385 141.2 60 -60 30 Cyprus

ARRC-93 RC 744243 8295392 141.2 60 -60 30 Cyprus

ARRC-94 RC 744256 8295398 141.2 60 -60 30 Cyprus

ARRC-95 RC 744270 8295405 141.2 60 -60 30 Cyprus

ARRC-96 RC 744284 8295412 141.2 60 -60 30 Cyprus

ARRC-97 RC 746286 8290257 125.2 60 -60 136 Cyprus

ARRC-98 RC 746262 8290189 123.5 60 -58 196 Cyprus

ARRC-99 RC 746317 8290161 124.1 60 -70 178 Cyprus

BBD1 DD 746346 8290232 125.5 60 -63 56.6 Beckstar

GPD01 RC 745240 8292498 124.7 60 -60 74.4 Golden Plateau




GPD05 RC 745251 8292543 125.7 60 -60 32 Golden Plateau


JA01 RC 745880 8290855 124.7 60 -50 39 Beckstar

JA02 RC 745862 8290901 125.1 195 -60 56.1 Beckstar

JA03 RC 745873 8290879 124.7 150 -60 29 Beckstar

JA04 RC 745854 8290869 124.6 60 -60 36 Beckstar

OMD1 DD 745246 8292733 128.5 60 -58 69.7 Beckstar

OMD2 DD 745227 8292640 127.7 242 -60 67.1 Beckstar

OMD3 DD 745232 8292769 125.5 60 -60 73.5 Beckstar

PDH01 DD 742324 8296762 118.6 61 -60 39.6 Goldminco

PDH02A DD 742232 8296823 116.2 63 -70 57.7 Goldminco

PDH03 DD 742222 8296817 116.0 6 -90 98.3 Goldminco

PDH04 DD 742245 8296829 116.6 6 -90 73.2 Goldminco

PDH05 DD 742302 8296750 117.6 61 -60 69.1 Goldminco

PDH06 DD 742354 8296779 119.9 241 -60 27.8 Goldminco

PDH07 DD 742266 8296807 116.6 47 -60 38.6 Goldminco

PDH08 DD 742142 8296918 115.8 41 -60 70 Goldminco

PDH09 DD 742076 8297258 116.4 66 -60 29.5 Goldminco

PDH10 DD 742056 8297123 115.1 61 -60 30.3 Goldminco

PDH11 DD 740844 8298702 125.4 35 -60 42.3 Goldminco

PDH11A DD 740848 8298705 125.3 35 -60 18.3 Goldminco

PDH12 DD 741773 8297586 119.7 57 -60 33.3 Goldminco

PDH13 DD 741724 8297593 118.8 53 -60 74.8 Goldminco

PDH14 DD 740995 8298648 121.9 35 -60 30.3 Goldminco

PDH15 DD 740846 8298707 125.3 35 -60 49 Goldminco

PDH16 DD 740072 8299052 121.3 101 -60 37.8 Goldminco




PKD1 DD 746284 8290449 125.5 238 -60 113.6 Beckstar

POD1 RC 742265 8296841 116.9 240 -60 31 Beckstar

PPH17 RC 742238 8296825 116.2 64 -60 30 Goldminco

PPH18 RC 742224 8296819 116.0 64 -70 80 Goldminco

PPH19 RC 742225 8296841 116.4 61 -60 60 Goldminco

PPH20 RC 742256 8296795 116.2 47 -60 60 Goldminco

PPH21 RC 742282 8296786 116.6 42 -60 35 Goldminco

PPH22 RC 742297 8296766 117.4 42 -60 50 Goldminco

PPH23 RC 742079 8297298 117.3 56 -60 45 Goldminco

PPH24 RC 742116 8297268 117.3 236 -60 60 Goldminco

PPH25 RC 742058 8297170 115.4 56 -60 60 Goldminco

PPH26 RC 742071 8297088 115.0 56 -60 40 Goldminco

SDH01 DD 744288 8295523 141.2 60 -60 66 Beckstar

SDH02 DD 744328 8295544 141.1 220 -60 60 Beckstar

SDH03 DD 744341 8295526 141.1 220 -60 79.1 Beckstar

SDH04 DD 744368 8295514 141.0 220 -60 63.1 Beckstar



APPENDIX 3. SIGNIFICANT DRILLHOLE INTERSECTIONS Drillhole intervals have been composited using a criteria of 0.5 g/t Au and allowing up to 2 m of internal dilution to create the composite. No top capping has been applied.

HOLE-ID FROM TO Length Average gold (g/t)

ARAT-001 0 4 4 0.98

ARAT-002 0 8 8 1.11

ARAT-003 10 12 2 0.54

ARAT-004 12 14 2 0.56

ARAT-005 10 12 2 0.95

ARAT-007 0 2 2 0.55

ARAT-007 4 15 11 0.73

ARAT-008 4 14 10 0.69

ARAT-009 4 6 2 0.76

ARAT-010 10 14 4 1.02

ARAT-012 8 10 2 0.65

ARAT-015 4 14 10 0.72

ARAT-016 4 18 14 1.14

ARAT-022 0 8 8 0.75

ARAT-023 2 16 14 0.79

ARAT-032 2 4 2 2.36

ARAT-037 8 12 4 2.24

ARAT-037 26 28 2 0.55

ARAT-040 18 20 2 1.05

ARAT-046 14 22 8 1.02

ARAT-049 6 8 2 0.94

ARAT-050 10 12 2 1.08

ARAT-057 10 12 2 0.53

ARAT-060 6 12 6 1.49

ARAT-065 26 28 2 2.00

ARAT-067 14 18 4 0.60

ARAT-068 0 2 2 0.96

ARAT-073 4 6 2 1.15

ARAT-073 12 14 2 0.54

ARAT-074 0 8 8 0.51

ARAT-076 10 12 2 5.00

ARAT-082 20 22 2 0.58

ARAT-105 6 8 2 1.45

ARAT-106 4 6 2 0.54

ARAT-106 14 18 4 0.85

ARAT-107 8 10 2 0.75

ARAT-111 14 16 2 0.58

ARAT-112 18 22 4 0.77

ARAT-119 12 16 4 2.41

ARAT-123 24 30 6 0.54

ARAT-125 4 8 4 1.29

ARAT-126 0 18 18 1.45

ARAT-127 0 8 8 4.17

ARAT-128 10 12 2 0.79




ARAT-129 16 18 2 0.52

ARAT-139 6 18 12 1.31

ARAT-140 2 10 8 0.67

ARAT-144 10 12 2 0.64

ARAT-149 8 12 4 0.69

ARAT-150 0 2 2 0.90

ARAT-150 6 25 19 0.69

ARAT-151 2 4 2 0.72

ARAT-152 16 22 6 1.03

ARAT-157 6 16 10 0.76

ARAT-158 16 34 18 4.59

ARAT-159 0 2 2 5.12

ARAT-165 20 24 4 0.74

ARAT-166 12 18 6 8.19

ARAT-166 28 30 2 0.76

ARAT-169 2 6 4 0.66

ARAT-169 16 20 4 0.76

ARAT-170 8 10 2 0.59

ARAT-170 26 32 6 1.31

ARAT-191 8 12 4 1.52

ARAT-191 22 28 6 1.71

ARAT-230 12 16 4 1.58

ARAT-231 0 2 2 1.06

ARAT-231 16 20 4 0.83

ARAT-232 2 10 8 1.61

ARAT-236 12 14 2 0.58

ARAT-239 32 34 2 0.54

ARAT-241 22 24 2 0.53

ARAT-242 26 28 2 0.94

ARAT-244 8 16 8 0.74

ARAT-245 12 16 4 0.56

ARAT-250 8 10 2 0.90

ARAT-255 20 22 2 1.04

ARAT-255 28 30 2 0.57

ARAT-268 18 22 4 0.60

ARAT-275 26 28 2 0.64

ARAT-276 16 18 2 0.62

ARAT-277 20 26 6 1.11

ARAT-282 22 28 6 4.56

ARAT-283 0 2 2 0.63

ARAT-294 0 2 2 2.78

ARAT-298 0 6 6 0.66

ARAT-300 24 28 4 1.86

ARAT-301 0 6 6 1.97

ARAT-301 14 16 2 0.54

ARAT-301 26 28 2 0.70

ARAT-302 4 6 2 0.79




ARD01 16 32 16 2.09

ARD02 36 48 12 28.41

ARD03 5.5 8.5 3 0.71

ARD03 22 37 15 4.55

ARD03 46 50 4 0.91

ARD04 38 56 18 1.86

ARD05 28 30 2 0.90

ARD05 43 66 23 1.31

ARD06 26 28 2 0.79

ARD06 65 67 2 9.13

ARD07 65 67 2 10.83

ARD07 77 84 7 7.83

ARD08 46 48 2 27.30

ARD08 61 69 8 1.12

ARD08 70 84 14 2.74

ARD09 81 85 4 1.63

ARD09 87 107 20 2.21

ARD10 62 76 14 0.64

ARD11 9 21 12 1.40

ARD13 16 26 10 0.75

ARD13 43 48 5 1.71

ARD14 8.1 14.1 6 1.25

ARD15 35 42 7 2.69

ARD16 13 18 5 1.36

ARD17 6 12 6 40.67

ARD17 48 53 5 8.05

ARD18 43 49 6 1.22

ARD19 37 53 16 1.65

ARD19 70 72 2 0.65

ARD20 17.5 19.5 2 1.68

ARD20 20 31 11 0.98

ARD20 34 36 2 0.69

ARD20 42 44 2 1.12

ARD21 17 28 11 2.09

ARRC-01 22 24 2 0.60

ARRC-01 32 38 6 1.90

ARRC-02 10 14 4 26.97

ARRC-03 8 10 2 1.02

ARRC-03 16 20 4 0.65

ARRC-04 22 28 6 3.14

ARRC-04 44 52 8 0.52

ARRC-06 28 34 6 1.66

ARRC-06 50 52 2 0.73

ARRC-10 20 22 2 1.76

ARRC-10 34 36 2 2.04

ARRC-11 12 14 2 2.20

ARRC-11 34 36 2 0.52




ARRC-11 48 50 2 0.71

ARRC-11 62 64 2 0.92

ARRC-12 14 28 14 0.54

ARRC-12 34 36 2 0.52

ARRC-12 48 50 2 0.80

ARRC-13 44 46 2 1.06

ARRC-14 26 28 2 1.24

ARRC-15 0 16 16 0.66

ARRC-15 22 24 2 2.17

ARRC-15 46 48 2 0.52

ARRC-16 0 2 2 1.23

ARRC-16 8 20 12 2.22

ARRC-17 4 12 8 1.14

ARRC-20 0 8 8 4.51

ARRC-20 20 22 2 1.20

ARRC-22 2 10 8 1.11

ARRC-22 50 52 2 0.57

ARRC-23 2 14 12 1.08

ARRC-24 6 12 6 0.77

ARRC-24 18 20 2 0.77

ARRC-26 48 50 2 1.16

ARRC-27 12 24 12 0.66

ARRC-30 8 10 2 1.52

ARRC-30 16 20 4 0.61

ARRC-30 26 34 8 1.14

ARRC-32 46 54 8 2.86

ARRC-33 0 2 2 0.50

ARRC-33 18 26 8 55.87

ARRC-34 0 2 2 1.01

ARRC-36 32 34 2 0.68

ARRC-37 20 22 2 0.55

ARRC-38 2 8 6 1.02

ARRC-38 34 38 4 0.76

ARRC-39 2 4 2 0.53

ARRC-39 6 8 2 0.79

ARRC-39 14 16 2 0.53

ARRC-40 6 16 10 1.49

ARRC-43 70 76 6 0.88

ARRC-44 34 36 2 0.52

ARRC-45 32 36 4 22.68

ARRC-45 42 46 4 2.86

ARRC-46 22 24 2 0.62

ARRC-47 78 80 2 0.78

ARRC-49 22 24 2 0.84

ARRC-49 28 30.5 2.5 0.55

ARRC-50 38 48 10 6.18

ARRC-51 60 64 4 3.46




ARRC-54 44 46 2 0.85

ARRC-54 54 56 2 0.50

ARRC-57 46 60 14 2.24

ARRC-58 12 22 10 1.05

ARRC-58 28 30 2 0.50

ARRC-58 50 60 10 2.13

ARRC-58 80 88 8 1.44

ARRC-60 76 80 4 1.52

ARRC-61 8 10 2 0.60

ARRC-61 14 16 2 0.58

ARRC-61 28 30 2 0.58

ARRC-62 38 40 2 2.13

ARRC-67 48 56 8 1.15

ARRC-68 6 8 2 4.15

ARRC-68 20 36 16 9.62

ARRC-68 40 42 2 3.89

ARRC-68 54 58 4 4.85

ARRC-69 6 18 12 1.11

ARRC-69 22 38 16 2.65

ARRC-70 16 18 2 2.10

ARRC-70 30 52 22 5.06

ARRC-71 2 4 2 1.00

ARRC-71 14 16 2 4.55

ARRC-71 22 24 2 1.03

ARRC-72 0 2 2 1.14

ARRC-72 6 20 14 1.14

ARRC-74 62 68 6 7.74

ARRC-74 84 90 6 0.77

ARRC-74 104 106 2 0.56

ARRC-75 10 20 10 0.86

ARRC-75 68 70 2 0.56

ARRC-75 76 78 2 0.54

ARRC-75 94 96 2 0.54

ARRC-75 100 108 8 0.90

ARRC-76 68 70 2 0.70

ARRC-76 78 84 6 0.73

ARRC-77 20 30 10 1.80

ARRC-77 130 138 8 1.01

ARRC-78 48 52 4 0.64

ARRC-79 0 6 6 4.05

ARRC-79 68 72 4 0.55

ARRC-79 102 126 24 1.74

ARRC-80 34 36 2 3.75

ARRC-80 54 56 2 2.56

ARRC-80 68 72 4 4.25

ARRC-80 90 96 6 1.64

ARRC-80 102 106 4 2.22




ARRC-80 122 126 4 2.24

ARRC-81 42 44 2 1.86

ARRC-81 60 62 2 0.53

ARRC-81 70 72 2 0.82

ARRC-81 86 88 2 1.79

ARRC-88 14 16 2 4.36

ARRC-97 52 54 2 0.62

ARRC-98 114 116 2 0.77

ARRC-98 142 146 4 0.79

ARRC-98 156 164 8 0.58

ARRC-99 96 98 2 7.39

ARRC-99 104 106 2 0.50

ARRC-99 120 124 4 0.65

ARRC-99 136 144 8 0.65

BBD1 13.6 15.6 2 0.87

BBD1 20.6 26.6 6 1.17

BBD1 45.6 47.6 2 0.56

GPD01 35 37 2 1.82

GPD01 52 62 10 0.85

GPD02 32.2 42.7 10.5 2.73

GPD03 22 39 17 2.09

GPD03 61 63 2 1.47

GPD04 10.8 13 2.2 1.93

GPD05 3.4 6.8 3.4 1.82

GPD05 8.4 26 17.6 1.47

GPD06 34 38 4 0.79

GPD06 39 56 17 2.38

GPD06 57 59 2 0.87

JA01 10 12 2 6.46

JA01 19 21 2 1.43

JA03 20 22 2 1.52

JA04 24 33 9 3.75

OMD1 5 8 3 0.82

OMD1 18.7 27.7 9 0.53

OMD1 47.7 49.7 2 0.59

OMD1 65.7 67.7 2 0.56

OMD2 26.7 28.7 2 0.76

OMD2 56.7 67.1 10.4 0.83

OMD3 33.5 44.5 11 1.11

PDH02A 30 38 8 0.82

PDH02A 46 48 2 26.10

PDH04 0.5 4.4 3.9 8.27

PDH04 27.2 31.2 4 0.60

PDH04 42.2 46.2 4 4.68

PDH07 9.4 12.4 3 2.45

PDH07 21.4 35.4 14 1.30

PDH08 52 54 2 0.74




PDH12 19.3 23.3 4 4.09

PDH13 43 45 2 0.69

PDH14 14.3 16.7 2.4 1.23

PDH15 34 40 6 1.19

POD1 0 4.5 4.5 16.57

POD1 22.5 26.5 4 11.52

PPH17 18 20 2 1.01

PPH18 44 54 10 0.52

PPH19 2 6 4 1.82

PPH19 40 42 2 0.65

PPH19 46 48 2 0.65

PPH20 42 46 4 2.13

PPH21 30 34 4 1.06

PPH22 26 28 2 1.41

PPH25 6 16 10 1.71

PPH26 16 18 2 2.05

SDH02 49 51 2 0.88

17ARRC001 163 169 6 0.88

17ARRC001 170 186 16 0.63

17ARRC001 187 200 13 0.89

17ARRC001 207 210 3 1.33

17ARRC002 19 21 2 2.07

17ARRC002 27 32 5 2.67

17ARRC002 42 44 2 0.67

17ARRC002 51 65 14 1.59

17ARRC003 97 101 4 0.78

17ARRC004 112 117 5 2.67

17ARRC004 131 146 15 0.99

17ARRC005 89 101 12 4.54

17ARRC005 111 128 17 1.22

17ARRC005 132 134 2 0.76

17ARRC006 30 37 7 0.90

17ARRC006 152 155 3 0.72

17ARRC006 187 192 5 0.53

17ARRC006 202 206 4 0.99

17ARRC006 219 223 4 0.69

17ARRC007 3 7 4 0.94

17ARRC007 46 53 7 0.54

17ARRC007 71 91 20 4.03

17ARRC007 100 109 9 1.18

17ARRC008 57 60 3 1.97

17ARRC008 80 90 10 1.08

17ARRC008 106 123 17 1.59

17ARRC009 84 93 9 1.11

17ARRC009 94 109 15 3.32

17ARRC009 120 130 10 1.70

17ARRC010 25 27 2 2.50




17ARRC010 44 46 2 1.59

17ARRC011 9 12 3 0.73

17ARRC011 26 43 17 1.54

17ARRC012 160 167 7 0.61

17ARRC014 36 44 8 0.79

17ARRC014 46 60 14 1.17

17ARRC014 73 76 3 4.37

PO Box 264 | Red Hill Qld 4059 [email protected] | www.deriskgeomining.com

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