Eastern Metals Prospectus

Eastern Metals Limited ACN 643 902 943

Prospectus Initial Public Offering This prospectus is dated 18 August 2021 Prospectus for the offer (Offer) of a minimum of 22,500,000 Shares at an issue price of $0.20 each to raise A$4,500,000 (Minimum Subscription) and a maximum of 30,000,000 Shares at an issue price of $0.20 each to raise up to A$6,000,000 (Maximum Subscription). One attaching Option will also be issued for each three Shares issued.

Lead Manager: Panthea Capital Pty Ltd ACN 620 836 722

Panthea Capital Partners Pty Ltd

This document is important, and it should be read in its entirety. If you are in any doubt as to the contents of this document, you should consult your sharebroker, solicitor, professional adviser, banker or accountant without delay. This Prospectus is issued pursuant to section 710 of the Corporations Act 2001 (Cth).

The securities offered by this Prospectus are considered to be highly speculative.

Corporate Directory Directors

Solicitors to the Offer

Robert Duffin

Hicksons Lawyers

Wayne Rossiter

Level 24 100 Barangaroo Avenue BARANGAROO NSW 2000

Cathy Moises Jason Berton

Company Secretary Ian H Morgan

Solicitors for Status of Tenements Hetherington Legal

Proposed ASX Code EMS

Registered Office Level 12 225 George Street SYDNEY NSW 2000 T: 02 9290 9600 info@easternmetals.com.au www.easternmetals.com.au

Share Registry Boardroom Pty Limited

Level 8, Suite 102 15 Castlereagh Street SYDNEY NSW 2000

Lead Manager Panthea Capital Pty Ltd Level 15 9 Hunter Street SYDNEY NSW 2000

Principal Consultant – Geology

Principal Consultant – Geophysics Bob Richardson

Auditor RSM Australia Partners Level 13 60 Castlereagh Street SYDNEY NSW 2000

Investigating Accountant RSM Corporate Australia Pty Ltd Level 13 60 Castlereagh Street SYDNEY NSW 2000

Independent Geologists Agricola Mining Consultants Pty Ltd PO Box 473 SOUTH PERTH WA 6051

Gary J Jones

Level 12 225 George Street SYDNEY NSW 2000

Please note: RSM Australia Partners, Boardroom Pty Limited and the Principal Consultants have not been involved in the preparation of this Prospectus.

ii | Eastern Metals Limited

www.easternmetals.com.au

Important Information Offer The offer contained in this prospectus (Prospectus) is an offer for a Minimum Subscription of 22,500,000 Shares and a Maximum Subscription of up to 30,000,000 Shares in Eastern Metals Limited Ltd ACN 643 902 943 (Eastern Metals, the Company, we or us) for subscription at $0.20 each to raise a minimum of $4,500,000 and up to a maximum of $6,000,000 (Offer). In addition, one New Option will be issued for every three Shares successfully applied for. This Prospectus is issued by the Company for the purposes of Chapter 6D of the Corporations Act 2001 (Cth) (Corporations Act).

Lodgement and Listing This Prospectus is dated 18 August 2021 and a copy of this Prospectus was lodged with the Australian Securities and Investments Commission (ASIC) on that date. The Company will apply to the Australian Securities Exchange (ASX) for admission of the Company to the official list of the ASX (the Official List) within seven days after the date of this Prospectus. The fact that the ASX may admit the Company to its Official List is not to be taken in any way as an indication of the merits of the Shares, the Offer or the Company.

Exposure Period enables market participants to examine this Prospectus prior to the raising of funds under the Offer.

Applications received during the Exposure Period will not be processed until after the expiry of the Exposure Period. No preference will be conferred on Applications received during the Exposure Period.

Notice to Applicants The information in this Prospectus is not financial product advice and does not take into account your investment objectives, financial situation or particular needs. This Prospectus should not be construed as financial, taxation, legal or other advice. The Company is not licensed to provide financial product advice in respect of its securities or any other financial products.

ASIC, ASX and their officers take no responsibility for the contents of this Prospectus or the merit of the investment to which this Prospectus relates.

This Prospectus is important, and you should read it in its entirety, along with each of the documents incorporated by reference, prior to deciding whether to invest in the Company’s Shares. There are risks associated with an investment in the Shares, and you must regard the Shares offered under this Prospectus as a highly speculative investment. Some of the risks that you should consider are set out in Section 5 (Investment Risks). You should carefully consider these risks in light of your personal circumstances including financial and taxation issues.

Expiry Date

There may also be additional risks that you should consider having regard to your personal circumstances.

No Shares will be allotted or issued on the basis of this Prospectus after 17 September 2022, which is 13 months from the date of this Prospectus.

Exposure Period The Corporations Act prohibits the Company from processing applications to subscribe for Shares under the Offer (Application) during the seven-day period after the date of lodgement of this Prospectus (the Exposure Period). This period may be extended by ASIC for a further seven days. This

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If you do not fully understand this Prospectus or are in doubt as to how to analyse or interpret it, you should seek professional guidance from your stockbroker, lawyer, accountant or other professional advisor before deciding whether to invest in the Shares.

No person named in this Prospectus guarantees the Company’s performance or any return on investment or any return of capital made pursuant to this Prospectus.

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IMPORTANT INFORMATION

No Offer where Offer would be Illegal This Prospectus does not constitute a public offer or invitation in any place in which, or to any person to whom, it would not be lawful to make such an offer or invitation. No action has been taken to register or qualify the Shares or the Offer, or to otherwise permit a public offering of the Shares in any jurisdiction outside Australia or New Zealand.

There may be legal restrictions related to the distribution of this Prospectus (including in electronic form) outside Australia and New Zealand, and therefore any person who resides outside Australia or New Zealand, and who receives this Prospectus outside Australia or New Zealand, should seek advice on, and observe, any such restrictions. Any person who has a registered address in any country outside of Australia and New Zealand, and who receives this Prospectus may only apply for Shares if that person is able to reasonably demonstrate to the satisfaction of the Company that they may participate in the Offer relying on a relevant exception from, or are not otherwise subject to, the lodgement, filing, registration or other requirements of any applicable securities laws in the jurisdiction in which they have such registered address.

The Company will not offer to sell, nor solicit an offer to purchase, any securities in any jurisdiction where such offer, sale or solicitation may be unlawful. Any failure to comply with these restrictions may constitute violation of applicable securities laws.

This document does not constitute an offer of Shares of the Company in any jurisdiction in which it would be unlawful.

In particular, this document may not be distributed to any person, and the Shares may not be offered or sold, in any country outside Australia and New Zealand except to the extent permitted below.

United States of America The Shares being offered pursuant to this Prospectus have not been registered under the United States Securities Act of 1933, as amended (US Securities Act) or any US state securities laws and may not be offered or sold in the United States, or to, or for the account or benefit of, US Persons (as defined in Regulation S under the US Securities Act), absent registration, or an applicable exemption from registration under the US Securities Act and applicable state securities laws. This Prospectus does not constitute an offer to sell, or the solicitation of an offer to buy, nor shall there be any sale of the Securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful under applicable law, including the US Securities Act.

Hong Kong This 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 (the “SFO”). No action has been taken in Hong Kong to authorise or register this document or to permit the distribution of this document or any documents issued in connection with it.

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Accordingly, the Shares 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 Shares 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 Shares that are or are intended to be disposed of only to persons outside Hong Kong or only to professional investors. No person allotted Shares 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 document have not been reviewed by any Hong Kong regulatory authority. You are advised to exercise caution in relation to the offer. If you are in doubt about any contents of this document, you should obtain independent professional advice.

New Zealand The Offer to New Zealand investors is a regulated offer made under Australian and New Zealand law. In Australia, this is Chapter 8 of the Corporations Act and regulations made under the Corporations Act. In New Zealand, this is subpart 6 of Part 9 of the Financial Markets Conduct Act 2013 and Part 9 of the Financial Markets Conduct Regulations 2014.

The Offer and the content of this Prospectus are principally governed by Australian law. The Corporations Act and the regulations made under the Corporations Act set out how the Offer must be made. There are differences in how financial products are regulated under Australian law.

The rights, remedies, and compensation arrangements available to New Zealand investors in Australian financial products may differ from the rights, remedies, and compensation arrangements for New Zealand financial products.

Both the Australian and New Zealand financial markets regulators have enforcement responsibilities in relation to the Offer. If you have a complaint about the Offer, please contact the Financial Markets Authority, New Zealand (http://www.fma. govt.nz). The Australian and New Zealand regulators will work together to settle your complaint.

The taxation treatment of Australian financial products is different to New Zealand financial products. If you are uncertain about if this investment is appropriate for you, you should seek the advice of an appropriately qualified financial adviser.

The currency for the financial products is not New Zealand dollars and therefore may involve a currency exchange risk. The value of the financial products will go up or down according to changes in the exchange rate between that currency and New Zealand dollars. These changes may be significant. If you expect the financial products to pay any amounts in a currency that is not New Zealand dollars, you may incur significant fees in having the funds credited to a bank account in New Zealand in New Zealand dollars.

www.easternmetals.com.au

If the financial products are able to be traded on a financial product market and you wish to trade the financial products through that market, you will have to make arrangements for a participant in that market to sell the financial products on your behalf. If the financial product market does not operate in New Zealand, the way in which the market operates, the regulation of participants in that market, and the information available to you about the financial products and trading may differ from financial product markets that operate in New Zealand.

Japan The Shares have not been and will not be registered under Article 4, paragraph 1 of the Financial Instruments and Exchange Law of Japan (Law No. 25 of 1948), as amended (the “FIEL”) pursuant to an exemption from the registration requirements applicable to a private placement of securities to Qualified Institutional Investors (as defined in and in accordance with Article 2, paragraph 3 of the FIEL and the regulations promulgated thereunder).

Accordingly, the Shares may not be offered or sold, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan other than Qualified Institutional Investors. Any Qualified Institutional Investor who acquires Shares may not resell them to any person in Japan that is not a Qualified Institutional Investor, and acquisition by any such person of Shares is conditional upon the execution of an agreement to that effect.

Singapore This document and any other materials relating to the Shares have not been, and will not be, lodged or registered as a prospectus in Singapore with the Monetary Authority of Singapore (MAS). Accordingly, this document and any other document or materials in connection with the offer or sale, or invitation for subscription or purchase, of Shares, may not be issued, circulated or distributed, nor may the Shares 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 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 existing holder of the Company’s shares, (ii) an “institutional investor” (as defined in the SFA) or (iii) a “relevant person” (as defined in section 275(2) of the SFA). If you are not an investor falling within any of the categories set out above, please return this document immediately. You may not forward or circulate this document to any other person in Singapore.

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

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Financial Information and Amounts All financial amounts contained in this Prospectus are expressed in Australian Dollars (Australian Dollars or $), unless otherwise stated. Any discrepancies between totals and sums of components in figures and tables contained in this Prospectus are due to rounding.

Section 6 sets out the financial information referred to in this Prospectus. The basis of preparation of that information is set out in Section 6.2.

Disclaimer No person should rely on any information that is not contained in this Prospectus for deciding whether to acquire Shares under the Offer. No person is authorised by the Company or the Lead Manager to give any information or make any representation in connection with the Offer that is not contained in this Prospectus. Any information or representation that is not contained in this Prospectus may not be relied on as having been authorised by the Company, its Directors or any other person in connection with the Offer. The Company’s business, financial condition, results of operations and prospects may have changed since the date of this Prospectus.

This Prospectus may contain forward-looking statements concerning the Company’s business, operations, financial performance and condition, as well as the Company’s plans, objectives and expectations for its business, operations and financial performance and condition. Any statements contained in this Prospectus that are not of current or historical facts may be deemed to be forward-looking statements. You can identify these statements by words such as “aim”, “anticipate”, “assume”, “believe”, “could”, “due”, “estimate”, “expect”, “goal”, “intend”, “may”, “objective”, “plan”, “predict”, “potential”, “positioned”, “should”, “target”, “think”, “will”, “would” and other similar expressions that are predictions of or indicate future events and future trends.

These forward-looking statements are based on current expectations, estimates and projections about the Company’s business and the industry in which the Company operates and Management’s beliefs and assumptions. These forwardlooking statements are not guarantees of future performance or development and involve known and unknown risks, uncertainties and other factors that are in some cases beyond the Company’s control. As a result, any or all of the Company’s forward- looking statements in this Prospectus may turn out to be inaccurate. Factors that may cause such differences between forward-looking statements and actual performance include, but are not limited to, the risks described in Section 5 (Investment Risk) of this Prospectus.

You are urged to consider the risk factors carefully for evaluating the forward-looking statements and are cautioned not to place undue reliance on the forward- looking statements.

The forward-looking statements speak only as at the date of this Prospectus. Unless required by law, the Company does not intend to publicly update or revise any forward-looking statements to reflect new information or future events or otherwise. You should, however, review the information and risks the Company describes in any reports filed from time to time with the ASX after the date of this Prospectus.

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IMPORTANT INFORMATION

This Prospectus contains industry data and forecasts that were obtained from industry publications, third-party market research and publicly available information. These publications generally state or imply that the information contained in them has been obtained from sources believed to be reliable, but the Company has not independently verified the accuracy or completeness of such information. In addition, where a source has been identified as the source for any such data or forecast, the author of that information has not given their consent to this information being included in the Prospectus and has not authorised or caused the issue of the Prospectus.

Company Website

This Prospectus may include trademarks or trade names that are the property of other organisations.

References to Time

Electronic Prospectus This Prospectus, with an accompanying Application Form, may be viewed online at the Company Website at www.easternmetals.com.au The Offer constituted by this Prospectus in electronic form is only available to Australian and New Zealand residents accessing an electronic version of this Prospectus in Australia or New Zealand. It is not available to persons in other jurisdictions. Persons who access the electronic version of this Prospectus should ensure that they download and read the entire Prospectus.

Privacy By completing an Application Form, you consent to the collection, use and disclosure of your personal information as summarised below.

Collection of your personal information – We collect personal information about you so that we can administer our dealings with you, provide you with Company information, products and services, service your needs as a Shareholder (if you become one), carry out appropriate administration of your Application and deal with any requests that you may have.

If we do not collect your personal information, we may be unable to deal with your request or provide you with services and benefits, and we may not be able to process your Application.

Disclosure of your personal information – We may disclose your personal information to third parties, such as our Share Registry, or Lead Manager, auditors, Management, legal and other professional advisors, service providers, suppliers, insurers, IT providers who run our IT services, payment processors who process payments, marketing providers who provide marketing and public relations services, and if we are required to by law.

vi | Eastern Metals Limited

Any 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.

Definitions and Abbreviations Defined terms and abbreviations used in this Prospectus and not otherwise defined herein are defined and explained in the Glossary in Section 14.

All references to time in this Prospectus refer to the time in Sydney, New South Wales, unless stated otherwise.

Photographs and Diagrams Photographs used in this Prospectus that do not have any description are for illustration or design purposes only and should not be interpreted to mean that any person shown endorses this Prospectus or its contents or that the Company owns the assets shown. Similarly, any assets depicted in the photographs such as equipment, buildings or other property are not necessarily assets that are owned or used by the Company and have been included for presentation and illustrative purposes unless stated otherwise. 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 are based on information available as at the date of this Prospectus.

Competent Person Statement The information in this Prospectus that relates to Exploration Results, Mineral Resources or Ore Reserves (as those terms are used and defined in the JORC Code), except where otherwise noted, is based on information compiled by Mr Gary Jones who is a Fellow of the Australasian Institute of Mining and Metallurgy. Mr Jones is a full-time employee of Geonz Associates, Consultant Geologists, a former director of Eastern Metals, and Principal Consultant – Geology to the Company. Mr Jones has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity which he is undertaking to qualify as a Competent Person as defined in the JORC Code. Mr Jones consents to the inclusion in this document of the matters based on his information in the form and context in which it appears.

www.easternmetals.com.au

Letter from the Chairman Dear Investor, On behalf of the Board of Eastern Metals Limited (Eastern Metals or the Company), I am pleased to present this Prospectus for the Company’s Initial Public Offer of its Shares and attaching Options and invite you to consider becoming a Shareholder.

Eastern Metals is a base and precious metals exploration company which owns three projects located in the Northern Territory and New South Wales. These are the Arunta Project in the Northern Territory, and the Cobar and Thomson Projects in New South Wales. Each of these Projects consists of from one to three granted exploration licences. Our flagship assets are the Home of Bullion project at Barrow Creek, part of our Arunta Project, and the Browns Reef zinc-lead-silver deposit, part of our Cobar Project.

These flagship assets are classified as Advanced Exploration Projects under the Valmin Code.

Pursuant to this Prospectus, the Company is offering a minimum of 22,500,000 Shares and a maximum of 30,000,000 Shares at an issue price of $0.20 per Share to raise between $4,500,000 and $6,000,000 (the Offer) before costs. In addition, for every three Shares successfully applied for, one attaching New Option will also be issued at no further cost. More details relating to the Shares and New Options can be found in Section 13 of this Prospectus.

Our Board L to R: Jason Berton, Cathy Moises, Bob Duffin, Ian Morgan (Company Secretary and CFO), Wayne Rossiter

Our team has spent several years searching for advanced mineral exploration assets with resource or near resource status, where we believe potential exists to increase the metal inventory with further well targeted exploration. Our team has enjoyed a level of prior success in securing projects such as these that are non-core assets of larger companies, but it has become more difficult in recent years with increasing competition for these prized assets. We were pleased when we identified two such projects owned by subsidiaries of Wesfarmers Limited , which we have now acquired.

These are our Arunta Project which contains a copper-dominated massive sulphide

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Prospectus | 1

LETTER FROM THE CHAIRMAN

resource at the Home of Bullion project, and Browns Reef in our Cobar Project, which is a zinc-dominated polymetallic sulphide deposit.

The total Identified Mineral Resource at Home of Bullion is 2.5 million tonnes averaging 1.8% copper, 2.0% zinc, 36g/t silver, 1.2% lead and 0.14g/t gold. We will be seeking to grow this resource, with further drilling. In addition, there are other base metals targets for early testing both along strike from Home of Bullion, and at Prospect D, as well as lithium potential in this tenement.

Our Cobar Project includes the Browns Reef deposit where the Exploration Target is 27 to 37 million tonnes averaging between 1.3-1.4% zinc, 0.6- 0.7% lead, 9-10g/t silver and 0.2-0.3% copper. The potential quantity and grade of this Exploration Target are conceptual in nature and there has been insufficient exploration to define a Mineral Resource. It is uncertain if further exploration will result in the determination of a Mineral Resource.

Old workings Home of Bullion project, Arunta Project

We have identified targets both within and outside the existing Exploration Target zone at Browns Reef that we are excited about, and we have taken out two additional exploration licences as well in this area.

Our Thomson Project, where we hold two exploration licences, is quite different to the other two projects in that the targets are in the basement rocks beneath younger cover. Limited drilling by other exploration companies and interpretation by public authorities suggests the basement rocks could be similar to those in the Cobar area. Past drilling has returned anomalous levels of base metal values close to the source of subtle but well-defined magnetic anomalies, but we believe that many of the anomalies have not been thoroughly tested by previous drill holes. Subtle but well-defined magnetic anomalies are common features of orebodies in the Cobar area. Our approach here will be to work up targets through careful analysis of the high-quality data already available, and possibly seek external funding for the high cost, potentially high reward drilling.

There are “walk-up” drilling targets in all three Project areas. The Board believes that early testing of these targets enhances the scope for achieving exploration success, in preference to greenfield exploration which can be costly and time-consuming.

That way, we hope to build shareholder value early in the life of the Company.

Further details of our exploration strategy and proposed budgets can be found in Section 4 of this Prospectus, and in the Independent Geologist’s report in Section 7.

Our Directors, Management and Principal Consultants have vast experience with these types of base and precious metal assets. Our commodity exposure, principally copper along with other base and precious metals, positions us well for meeting the demand for these metals driven in part by the growing electric vehicle market, as well as for the more traditional industrial uses of base metals. Our team’s collective experience with the mineral systems of the Northern Territory and Central Western New South Wales has been built up over more than 50 years. Our knowledge of polymetallic and gold deposits, and our team’s track record in these environments, fills me with much confidence. I hope you, as a potential investor in the Company, will come to share my enthusiasm.

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www.easternmetals.com.au

Investors should note that Eastern Metals is an early-stage mineral exploration company, and that any investment made in the Company should be considered highly speculative. An investment in the Company is subject to risks, including risks specific to the Company (such as those normally associated with mineral exploration) and general risks (such as those normally associated with the share market and the economy in general). Before you make your investment decision, I urge you read this Prospectus in its entirety and in particular Section 5 of this Prospectus which identifies circumstances that the Board regards as potential risks associated with an investment in the Company, and to seek professional advice if required.

Sulphide minerals in drill core, Browns Reef, Cobar Project.

Hole BRD001 depth 267.5m

On behalf of the Board, I invite you to consider subscribing for Shares and attaching Options in Eastern Metals and look forward to a successful and exciting future together as Shareholders.

Yours sincerely,

Robert H Duffin Chairman

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Contents 1

Investment Overview

1.1 Background

11

3

11

Company Information, Industry and Regional Overview

37

Summary of Eastern Metals’ Interests in the Tenements 12

3.1 Introduction

37

3.2

Company History and Background

38

1.3

Key Features of Eastern Metals’ business model 13

3.3

Exploration Strategy

38

1.4

Financial Information

15

3.4 Industry

38

1.5

Summary of Key Investment Risks

16

3.5

Regional Overview

39

1.6

Directors and Key Management

19

1.7

Key People, Interests and Benefits

19

4

The Projects

41

1.8

Key Terms of the Offer

21

2

Details of the Offer

2.1 2.2

1.2

4.1 Introduction

41

4.2

Arunta Project

42

27

4.3

Cobar Project

46

The Offer

27

4.4

Thomson Project

52

Completion of the Offer

27

4.5

Proposed Budget – All Three Projects

55

2.3

Key Terms

28

2.4

Key Dates

29

5

Investment Risks

57

2.5

Purpose of the Offer and Proposed Use of Funds 29

5.1

Specific Risks

57

2.6

Capital Structure Post IPO

5.2

General Risks

62

2.7

Structure of the Offer

31

2.8

Application and Payment for Shares

31

6

Financial Information

65

2.9

Allocation Policy

33

2.10

Application Monies

33

31

6.1 Introduction 6.2

65

Basis of Preparation and Presentation of the Financial Information

66

67

2.11 Allotment

33

2.12

ASX listing of Shares

34

2.13

Clearing House Electronic Sub-Register System (CHESS)

6.3 Summary of the Historical Statutory Statement of Profit or Loss and other Comprehensive Income

34

6.4

2.14

Overseas Distribution

34

2.15

Offer Made only where Lawful

34

2.16

Electronic Prospectus

2.17

Summary of the Historical Statutory Statement of Cash Flows

68

35

6.5 Historical Statutory Statement of Financial Position and Pro Forma Historical Statement of Financial Position

68

Restricted Securities

35

6.6

71

2.18

Discretion regarding the Offer

35

6.7

Dividend Policy

71

2.19

Lead Manager

35

Annexure 1 – Key Accounting Policies

71

2.20

Commissions Payable

35

2.21

Questions or Further Information

35

7

Independent Technical Assessment Report

75

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Critical Accounting Policies

www.easternmetals.com.au

8

12

Summary of Material Contracts

225

12.1

Lead Manager Mandate

225

12.2

Asset Sale Deed

225

12.3

Royalty Deed

226

12.4

Native Title Agreement

226

12.5

Service Agreements – MD/CEO and Company Secretary/CFO

226

Independent Solicitor’s Report on Status of Tenements

181

9

Investigating Accountant’s Report

193

10

Directors, Management and Principal Consultants

199

Board of Directors

199

10.2 Management

200

10.3

200

12.6 Service Agreements – Non Executive Directors and Principal Consultants

227

12.7

Deeds of Access and Indemnity with Officers

227

13

Additional Information

229

13.1

Rights Attaching to Shares

229

13.2

Restricted Securities

230

10.1

Principal Consultants

10.4

Director Disclosures

201

10.5

Executive Director and Management Remuneration

201

10.6

Non-Executive Director Remuneration

202

10.7

Directors’ Fees

202

10.8

Disclosure of Interests

203

10.9 Deeds of Access, Indemnity and Insurance for Directors and Officer 10.10

Employees and Officers Share Option Plan

13.3 Options

230

13.4

Vesting of Existing Options

230

203

13.5

New Options

231

204

13.6

Option Terms

231

13.7

Substantial Holders

232

10.11

Related Party Transactions

205

13.8 Litigation

233

11

Corporate Governance

207

13.9

233

11.1

Incorporation of Corporate Governance Material

207

13.10 Australian Taxation Implications of Investing Under the Offer

11.2 General

207

13.11

11.3

Board of Directors

207

11.4

Composition of the Board

207

13.12 Consents

235

11.5

Nominations Committee

208

13.13

ASX Waivers and Confirmations

236

11.6

Remuneration Committee

208

13.14

Working Capital Statement

236

11.7

Identification and Management of Risk

208

13.15

Subsequent Events

236

11.8

Ethical Standards

208

13.16

Inspection of Documents

237

11.9

Environmental Policy

208

13.17

Governing Law

237

11.10

Fraud Policy

209

13.18

Consent to Lodgement

237

11.11

Harassment and Bullying Policy

209

11.12

Disclosure and Communications Policy

209

14

Glossary of Defined Terms

239

11.13

Diversity Policy

209

15

Application Form

248

11.14

Share Trading Policy

209

11.15

Whistleblower Policy

210

11.16

Privacy Policy

210

11.17 ASX Corporate Governance – Compliance with Recommendations

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Costs of the Offer

Interests of Experts and Advisers and Remuneration

233 235

210

Prospectus | 5

Key Offer Information KEY OFFER DATES Lodgement of Prospectus with ASIC Opening Date of the Offer Closing Date of the Offer Settlement of the Offer Allotment Date of Shares Expected date for dispatch of holding statements Expected commencement of trading on ASX

Wednesday, 18 August 2021 Thursday, 2 September 2021 Thursday, 30 September 2021 Wednesday, 6 October 2021 Thursday, 7 October 2021 Friday, 8 October 2021 Monday, 11 October 2021

This timetable is indicative only. Unless otherwise indicated, all times given are Sydney time. The Company, in consultation with the Lead Manager reserves the right to vary any and all of the above dates without notice (including, subject to the ASX Listing Rules and the Corporations Act, to close the Offer early, to extend the Closing Date, or to accept late Applications or bids, either generally or in particular cases, or to cancel or withdraw the Offer before Completion of the Offer, in each case without notifying any recipient of this Prospectus or Applicants). If the Offer is cancelled or withdrawn before Completion of the Offer, then all Application Monies will be refunded in full (without interest) as soon as possible in accordance with the requirements of the Corporations Act. Investors are encouraged to submit their Applications as soon as possible after the Offer opens.

6 | Eastern Metals Limited

www.easternmetals.com.au

KEY OFFER STATISTICS Company

Eastern Metals Limited ACN 643 902 943 EMS

Proposed ASX Ticker Code

A$0.20

Offer Price per Share

SHARES (UNDILUTED)

MINIMUM SUBSCRIPTION

MAXIMUM SUBSCRIPTION

Number of Shares on issue at the date of this Prospectus held by Promoters

7,500,000

7,500,000

Number of Shares on issue held by a Director at the date of this Prospectus on conversion of Convertible Notes1

11,666,667

11,666,667

126,000

126,000

Number of Shares on issue at the date of this Prospectus issued to Seed Investors

5,250,000

5,250,000

Total number of Shares on issue at the date of this Prospectus

24,542,667

24,542,667

22,500,000

30,000,000

47,042,667

54,542,667

Gross Proceeds from the Offer before costs4

$4,500,000

$6,000,000

Indicative market capitalisation of the Company at the Offer Price on Completion of the Offer5

$9,408,533

$10,908,533

Number of Shares on issue at the date of this Prospectus held by the Lead Manager in consideration for raising Seed Capital2

Shares available under the Offer Total number of Shares on issue following the Offer (on an undiluted basis)3

Notes: 1.

Convertible Notes were converted on 26 July 2021, with a fair value of $700k at a conversion price of $0.06 per Share

2.

Seed Capital of $420,000 was provided to the Company by 23 unrelated Seed Investors in May 2021 and Shares were issued at a price of $0.08 per share on 26 July 2021.

3.

Assumes that no Shares are issued from the exercise of Options.

4.

Costs of the Offer are estimated at $587,000 for the Minimum Subscription of $4.5 million and $691,000 for the Maximum Subscription of $6.0 million are described in Section 13.9.

5.

For indicative purposes only. The market capitalisation is based on the Offer Price and total number of Shares on issue on completion of the Offer (assuming that no Options are exercised). Shares may not trade at the Offer Price after listing on the ASX. If Shares trade below the Offer Price, the market capitalisation will be lower.

ASX:EMS

Prospectus | 7

MINIMUM SUBSCRIPTION

MAXIMUM SUBSCRIPTION

Number of Existing Options on issue at the date of this Prospectus

9,750,000

9,750,000

Number of Broker Options to be issued to the Lead Manager on Completion of the Offer

3,500,000

4,500,000

New Options to be issued under the Offer

7,500,000

10,000,000

20,750,000

24,250,000

MINIMUM SUBSCRIPTION

MAXIMUM SUBSCRIPTION

Number of Shares on issue at the Completion of the Offer

47,042,667

54,542,667

Number of Options on issue at the Completion of the Offer

20,750,000

24,250,000

67,792,667

78,792,667

$13,558,533

$15,758,533

OPTIONS1

Total number of Options on issue following the Offer

Note: 1.

Refer to section 13.3 for details regarding Options.

SHARES (FULLY DILUTED)

Number of Shares on issue at the Completion of the Offer if all Options were exercised Indicative market capitalisation of the Company at the Offer Price on Completion of the Offer1

Note: 1.

For indicative purposes only the market capitalisation is based on the Offer Price and total number of Shares on issue on completion of the Offer and exercise of all Options. Shares may not trade at the Offer Price after listing on the ASX. If Shares trade below the Offer Price then the market capitalisation will be lower than the amount shown. The market capitalisation will also differ if not all options are exercised.

8 | Eastern Metals Limited

www.easternmetals.com.au

PROPOSED USE OF FUNDS Pursuant to the Offer, the Company will raise between $4,500,000 and $6,000,000 before costs.

The funds raised under the Offer are expected to be allocated as follows: MINIMUM SUBSCRIPTION

MAXIMUM SUBSCRIPTION

Exploration (2 years)1

$2,676,000

$3,871,000

Operating expenses2

$1,091,000

$1,091,000

Working capital

$146,000

$347,000

Costs of the Offer3

$587,000

$691,000

Total use of funds

$4,500,000

$6,000,000

USE OF FUNDS

Notes: 1.

Refer to Sections 2.5 and 4 for details regarding the Company’s planned exploration expenditure.

2.

This includes administration cost of running the business, including staff salaries and on-costs, rent and costs associated with services obtained by the Company. Certain staff salary costs will be costed directly to the Projects.

3.

Refer to Section 13.9 for further details of costs of the Offer.

The table above is a statement of intentions as at the date of this Prospectus. Investors should note that, as with any budget, the allocation of funds set out in the above table may change depending on a number of factors, including the outcome of exploration success, operational and development activities, regulatory developments, and market and general economic conditions. Because of this, the Board reserves its right to alter the way the funds are applied.

HOW TO INVEST An application for Shares can only be made by completing and lodging an Application Form. This can be done either on-line, or by completing the paper Application Form. Instructions on how to apply for Shares are set out in Section 2.8 and on the Application Form.

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Prospectus | 9

1

10 | Eastern Metals Limited

www.easternmetals.com.au

Section 1

Investment Overview The information in this Section 1 is a summary only. It should be read in conjunction with the information set out in the remainder of this Prospectus.

1.1 BACKGROUND Topic

Summary

What is Eastern Metals?

Eastern Metals is an Australian public company formed to acquire two exploration licences; one in the Northern Territory and one in New South Wales, and to acquire additional tenure in these jurisdictions and possibly elsewhere in the future.

More Information Section 3

Eastern Metals has acquired a 100% interest in two exploration licences, EL 23186 Barrow Creek in the Northern Territory and EL 6321 Browns Reef in the Cobar area of NSW. A copper-dominant Identified Mineral Resource has been defined at Barrow Creek, and a zinc-dominant polymetallic Exploration Target has been defined at Browns Reef.

Directors believe there is potential to advance these projects towards possible development with further work. In addition, the Company also holds two additional exploration licences near Browns Reef, ELs 9180 Tara and 9136 Bothrooney, and two more exploration licences in the far north western area of NSW (ELs 9194 Harrier and 9190 Falcon). We refer to our Barrow Creek area as the Arunta Project, the Browns Reef area and nearby exploration licences as our Cobar Project, and the two exploration licences in the far north western area of NSW as our Thomson Project.

What is the Offer?

Eastern Metals is offering a minimum of 22,500,000 Shares at an issue price of A$0.20 each to raise $4.500,000 (Minimum Subscription) and a maximum of 30,000,000 Shares at an issue price of A$0.20 to raise up to A$6,000,000 (Maximum Subscription) (Offer).

Section 2

All Shares issued pursuant to this Prospectus will be fully paid ordinary shares in the Company and will rank equally with all other Shares on issue.

In addition, for every 3 Shares issued the Applicant will be allotted one Option for no further cost. Options will not be listed on the ASX.

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Prospectus | 11

INVESTMENT OVERVIEW

Why is the offer being conducted?

The purpose of the Offer is to:

Section 2

(a) raise a minimum of $4,500,000 and up to a maximum of $6,000,000 (Offer Proceeds) to fund: (i)

the Company’s expenditure commitments and operating costs to explore the Projects;

(ii) general working capital requirements; (iii) corporate overhead and administrative costs; and (iv) the costs of the Offer. (b) provide a market for the Company’s Shares; (c) meet the requirements of the ASX and satisfy Chapters 1 and 2 of the ASX Listing Rules to enable the Company to list on the ASX; (d) facilitate secondary trading of shares issued on exercise of Options; (e) give the Company the benefits of an increased profile that arises from being listed; and (f) provide the Company with additional financial flexibility and access to capital markets, to assist in pursuing its growth strategy.

What is the Offer under this Prospectus, and to whom is it made?

The Offer is a general offer to any eligible investor.

Section 2

How to Apply

If you wish to participate in the Offer, you may apply for Shares and attaching New Options using the Application Form attached to this Prospectus.

Section 2

1.2 SUMMARY OF EASTERN METALS’ INTERESTS IN THE TENEMENTS Topic

Summary

What is Eastern Metals’ interest in the Projects?

Eastern Metals has acquired: p

100% of EL 23186 Barrow Creek in the Northern Territory; which is our Arunta Project; and

p

100% EL 6321 Browns Reef in New South Wales, which is a key asset of our Cobar Project.

More Information Section 4

In addition, Eastern Metals holds the following exploration licences in New South Wales p

100% of ELs 9180 Tara and 9136 Bothrooney in New South Wales (which along with our Browns Reef tenement forms our Cobar Project) and

p

100% of ELs 9194 Harrier and 9190 Falcon in New South Wales which form our Thomson Project.

Further details of the Projects can be found in Section 4, the Independent Consulting Geologist’s report in Section 7, and the Independent Solicitor’s report on the Status of Tenements in Section 8.

12 | Eastern Metals Limited

www.easternmetals.com.au

1.3 KEY FEATURES OF EASTERN METALS’ BUSINESS MODEL Topic

Summary

What is the Company’s vision and strategy?

Eastern Metals’ vision is to build a successful base and precious metals exploration and mining company to grow Shareholder value by exploration, discovery and development of high-quality deposits, initially in the Northern Territory and New South Wales.

More Information Sections 3 and 4

The Company’s strategy is to: (a) systematically explore and develop the Company’s three key Projects; (b) quickly focus on its multiple drill ready prospects; (c) advance these prospects to discovery and potentially to development, thus building shareholder value; (d) undertake regular communication with investors and the ASX; and (e) over time, acquire new tenements and divest other tenements.

What is the nature of the Company’s business?

Eastern Metals aims to be a junior base and precious metals exploration company with initial interests in three Projects located in the Northern Territory and New South Wales.

The Company is led by an experienced team of mining industry professionals who have a proven track record of mineral discovery and development in Australia.

What is the Company’s growth strategy?

The Company is focused on creating value growth through mineral discovery by exploring the Projects for base and precious metals discoveries using modern exploration techniques to advance work already undertaken.

Sections 3 and 4

Section 10

Sections 3 and 4

Eastern Metals has already identified multiple drill ready, near surface base and precious metal prospects, supported by prior: (a) Diamond, RC, RAB, aircore and auger drilling; (b) Geophysical surveys including IP, EM, magnetics, and radiometrics; (c) Geological mapping and interpretation; and (d) Geochemical sampling.

The region in which the Projects are located are amenable to all year exploration field activity. Eastern Metals will initially concentrate on drill testing the most advanced prospects soon after listing.

How will the Company finance its start-up and ongoing operations?

The Company:

Sections 3, 4 and 5

(a) considers that the Offer proceeds will be sufficient to fund the Company’s initial operational requirements, and position Eastern Metals to achieve its short-term growth strategy and business objectives; and (b) will consider the use of further funding initiatives where appropriate to accelerate growth or fund a specific project, transaction or expansion.

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Prospectus | 13

INVESTMENT OVERVIEW

Topic

Summary

How does the Company generate revenue and what are its key expenses?

The Company is seeking to explore and develop the Projects. As at the date of this Prospectus, the Company has no operating revenue and is unlikely to generate any operating revenue unless and until one of its Projects is successfully developed or sold. The Company’s key expenses include drilling and other exploration costs, salaries for a small number of people, and consulting fees and contractor costs.

What are the material contracts that will affect the Company’s operations?

The contracts entered into by Eastern Metals which are material to its operations are as follows:

More Information Section 3

Section 12

(a) Lead Manager Mandate; (b) Asset Sale Deed between the Company and Crowl Creek Exploration Pty Ltd, Kidman Barrow Creek Pty Ltd and REC Investment Management Pty Ltd; (c) A Royalty Agreement between the Company and Australian Light Minerals Pty Ltd; (d) Letter of Appointment with Mr Robert H Duffin (Non-Executive Chairman); (e) Service agreement with Mr Wayne Rossiter (Chief Executive Officer and Managing Director); (f) Letter of appointment with Ms Cathy Moises (Deputy Chair and Lead Independent Non-Executive Director); (g) Letter of appointment with Dr Jason Berton (Non-Executive Director); (h) Letter of appointment with Mr Ian Morgan (Company Secretary and Chief Financial Officer); (i)

Letters of appointment with Mr Gary Jones and Mr Bob Richardson, (Principal Consultants); and

(j) Deeds of Access, Indemnity and Insurance for Directors and Officer.

What is the competition facing the business?

The Company is involved in a global industry and is subject to domestic and global competition.

14 | Eastern Metals Limited

Section 3

www.easternmetals.com.au

1.4 FINANCIAL INFORMATION Topic

Summary

More Information

What is the historical statutory statement of profit or loss and other comprehensive income of the Company?

The table below presents the summary unaudited historical statutory statement of profit or loss and other comprehensive income for the period from the Company’s incorporation on 2 September 2020 to 31 May 2021. Further discussion regarding the summarised historical statutory statement of profit or loss and other comprehensive income is set out in Section 6. ($000) (unaudited)

Period ending 31 May 2021 Operating costs Professional fees Tenement costs Contractors Administration Net loss before tax Income tax expense Net loss after tax What is the historical statutory and pro-forma statement of financial position of the Company

(67) (59) (17) (12) (155) – (155)

The table below sets out the summarised unaudited historical statutory and pro-forma statement of financial position as at 31 May 2021. Details of the pro-forma statement of financial position, including the pro-forma adjustments, are set out in Section 6.

Eastern Metals (unaudited) ($000)

Minimum Pro-forma ($000)

Maximum Pro-forma ($000)

Current assets

385

4,248

5,651

Non current assets Total assets Current liabilities Total liabilities Net assets

40 425 580 580 (155)

650 4,898 – – 4,898

650 6,301 – – 6,301

As at 31 May 2021

What is the historical statement of cash flows of the Company?

The table below sets out the summarised unaudited historical statutory statement of cash flows for the period from the Company’s incorporation on 2 September 2020 to 31 May 2021. Further discussion regarding the summarised historical statement of cash flows is set out in section 6.

Period ending 31 May 2021 Net operating cash outflows Net investing cash outflows Net financing cash inflows Net change in cash and cash equivalents held Cash and cash equivalents at the beginning of the financial period Cash and cash equivalents at the end of the financial period

ASX:EMS

Section 6

($000) (unaudited) (155) (40) 580 385 – 385

Prospectus | 15

INVESTMENT OVERVIEW

What is the financial outlook for the Company?

Given the current status of the Company’s projects and the highly speculative nature of mineral exploration and development, the Directors do not consider it is appropriate to forecast future earnings.

Any forecast or projection information could contain such a broad range of potential outcomes and possibilities that it is not possible to prepare a reliable best estimate forecast or projection on a reasonable basis.

1.5 SUMMARY OF KEY INVESTMENT RISKS Topic

Summary

What are the key risks for the Company?

There are a number of risks associated with an investment in the Company that may affect its financial performance, financial position, cash flows, distributions, growth prospects and Share price.

More Information Section 5

Further details about those listed below and other risks associated with an investment in Eastern Metals are set out in Section 5.

Potential investors should consider an investment in the Company as highly speculative and should consult their professional advisors before deciding whether to apply for Shares under the Offer.

ASX Listing The Company’s ASX listing as set out in this Prospectus is conditional upon the satisfaction of a number of conditions including the following: (1) Eastern Metals receiving subscriptions for Shares to raise a minimum of $4,500,000 and up to a maximum of $6,000,000; and (2) Eastern Metals obtaining a conditional admission letter from ASX on terms satisfactory to Eastern Metals’ Directors, acting reasonably.

There is no certainty that the above conditions will be satisfied. If these conditions are not satisfied or waived then the listing of Eastern Metals on ASX will not proceed and all Application Monies received will be returned to applicants without interest.

Mineral Allocation Areas ELs 6321 Browns Reef and 9136 Bothrooney lie within the South Cobar (Group 1) Mineral Allocation Area (MAA) of New South Wales.

Applications for exploration licences in a MAA can only be lodged with Ministerial consent following an expression of interest program run by the Department of Regional New South Wales. It is possible that if the Company’s exploration activities in these tenements are encouraging and the Company is minded to apply for new tenements in this area, that the Company may not win approval to apply for new tenements following a new expression of interest program, and that the Minister may grant approval to a competing company.

Any parts of ELs 6321 and 9136 which may be relinquished in the future would fall within the MAA and it may be more difficult for the Company to re-apply for the relinquished portions than it would be absent the MAA restrictions.

16 | Eastern Metals Limited

www.easternmetals.com.au

Topic

Summary

What are the key risks for the Company?

Future Capital Requirements

(continued)

More Information

Eastern Metals has no operating revenue. As is typical for exploration companies that do not have cash generating businesses, Eastern Metals’ ability to meet its on-going operating costs and capital expenditure requirements will ultimately involve expenditure that exceeds the estimated cash resources that Eastern Metals is expected to have resulting in the need to raise more capital in the future.

COVID-19 Impact Risk The global economic outlook is facing uncertainty due to the current COVID-19 (Novel Coronavirus) pandemic, which has been having, and is likely to continue to have, a significant impact on global capital markets, metal prices and foreign exchange rates.

While to date COVID-19 has not had any material impact on the Company’s activities, should any Company personnel or contractors be infected, it could result in the Company’s activities being suspended or otherwise disrupted for an unknown period of time, which may have an adverse impact on the Company’s operations as well as an adverse impact on the financial condition of the Company.

Supply chain disruptions resulting from the COVID-19 pandemic and measures implemented by governmental authorities around the world to limit the transmission of the virus (such as travel bans and quarantining) may, in addition to the general level of economic uncertainty caused by the COVID-19 pandemic, also adversely impact the Company’s operations, financial position and prospects.

Exploration and Evaluation Risk The future value of Eastern Metals and its Shares will depend on its ability to find and develop resources that are economically recoverable within its tenements. Mineral exploration and development are inherently highly speculative and involve a significant degree of risk. There is no guarantee that it will be technically feasible or economically viable to extract these resources or that there will be commercial opportunities available to monetise these resources. The circumstances in which a mineral deposit even after discovery becomes or remains commercially viable depends on a number of factors. These include the particular attributes of the deposit, such as size, concentration and proximity to infrastructure as well as external factors such as supply and demand. These elements, along with other factors such as maintaining title to tenements and all necessary approvals, successful design construction, commissioning and operating of projects and processing facilities will determine whether projects will or will not be developed, or operations will or will not be profitable.

No History of Production Eastern Metals’ properties are at the exploration stage only. Although the senior executives of Eastern Metals have experience in exploration and mining activities, Eastern Metals as a company has never had any direct material interest in mineral producing properties. There is no assurance that commercial quantities of metals will be discovered on any of the tenements Eastern Metals now holds, or any future properties, nor is there any assurance that the exploration or development programs of Eastern Metals thereon will yield any positive results.

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Prospectus | 17

INVESTMENT OVERVIEW

Topic

Summary

What are the key risks for the Company?

Tenement Risks

(continued)

More Information

The rights to mineral tenements carry with them various obligations which the holder is required to comply with in order to ensure the continued good standing of the tenement and, specifically, obligations in regard to minimum expenditure levels and responsibilities in respect of environment and safety. Failure to observe these requirements could prejudice the right to maintain title to a given tenement and result in government action to forfeit a tenement or tenements.

There is no guarantee that current or future exploration tenement applications or existing tenement renewals will be granted, that they will be granted without undue delay, that the grant of mining leases will follow successful exploration, or that the Company can economically comply with any conditions imposed on any granted exploration tenements.

The capital intended to be raised pursuant to this Prospectus has been determined in order to satisfy the work programs and budgets as well as the minimum expenditure requirements needed to keep the tenements currently held by Eastern Metals in good standing for a period of 2 years.

Changes in Commodity Prices The Company’s possible future revenues may be derived mainly from base and precious metal sales and/or from revenue gained from potential joint ventures or other arrangements yet to be entered into.

Consequently, the Company’s potential future earnings will likely be closely related to the price of these commodities.

Land Access Risk Land access is critical for exploration and evaluation to succeed. In all cases the acquisition of a prospective tenement 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.

Access to land for exploration purposes can be affected by land ownership, including registered and unregistered land interests and regulatory requirements within the jurisdiction where the Company operates.

Reliance on Key Personnel The responsibility of overseeing the day-to-day operations and the strategic management of the Company depends substantially on its senior management and its key personnel.

The small number of executives currently employed by the Company is seen as a risk, with the loss of existing key personnel potentially having a marked impact on progress in pursuing its exploration and evaluation programs within the time frames and within the costs structure as currently envisaged. The effects of a loss of existing key personnel or a failure to secure and retain additional key personnel could be significant. The resulting impact from such loss would be dependent upon the quality and timing of the employee’s replacement.

Although the key personnel of the Company have a considerable amount of experience and have previously been successful in their pursuits of acquiring, exploring, evaluating and developing mineral projects, there is no guarantee or assurance that they will be successful in their objectives pursuant to this Prospectus.

18 | Eastern Metals Limited

www.easternmetals.com.au

1.6 DIRECTORS AND KEY MANAGEMENT Topic

Summary

More Information

Who are the Directors of the Company?

The Board of Directors comprises:

Section 10

(b) Mr Robert H Duffin, Non-Independent Non-Executive Chairman (c) Mr Wayne Rossiter, Chief Executive Officer and Managing Director (d) Ms Cathy Moises, Deputy Chair and Lead Independent NonExecutive Director (e) Dr Jason Berton, Independent Non-Executive Director

Who are the key members of Management?

Management comprises:

Section 10

(a) Mr Wayne Rossiter, Managing Director; and (b) Mr Ian Morgan, Company Secretary and Chief Financial Officer

1.7 KEY PEOPLE, INTERESTS AND BENEFITS Topic

Summary

More Information

What are the Directors’ Share and Option holdings?

The Directors are expected to hold a direct or indirect interest in the following Shares and Options on completion of the Offer, subject to the assumption that the Directors do not apply for Shares under the Offer: Shares (undiluted for exercise of Options)

Director

Holding based on Minimum Subscription (undiluted)

Holding based on Maximum Subscription (undiluted)

Options

Mr Robert Duffin

14,166,667

30.1%

26.0%

1,000,000

Mr Wayne Rossiter2

2,500,000

4.6%

4.1%

4,000,000

Ms Cathy Moises

–

–

0.0%

1,000,000

Dr Jason Berton

–

–

0.0%

1,000,000

1

Section 2.6

Notes:

ASX:EMS

1.

This includes Shares and Options held by Irrawaddy Investments Pty Ltd as Trustee for the Duffin Family Trust and REC Investment Management Pty Ltd, related entities of Robert Duffin.

2.

This includes Shares and Options held by Aquiline Nominees Pty Ltd, a related entity of Wayne Rossiter.

Prospectus | 19

INVESTMENT OVERVIEW

Topic

Summary

More Information

What significant benefits are payable to the Directors?

The Company has entered into an executive services agreement with Mr Wayne Rossiter, Managing Director and Chief Executive Officer.

The Company has also executed Non-Executive Director letters of appointment with each of:

Sections 11 and 12

(a) Mr Robert Duffin, Chairman; (b) Ms Cathy Moises, Deputy Chair and Lead Independent Director; and (c) Dr Jason Berton, Independent Director.

The Directors are entitled to the remuneration and fees set out in the following table, inclusive of statutory superannuation contributions where appropriate: Remuneration/ Director Fee1

Shares

Committee Fees and Disbursements

Mr Robert Duffin

$65,000 pa

No committee fees are payable.

He is entitled to be reimbursed for reasonable expenses incurred

Mr Wayne Rossiter

$231,000 pa

No committee fees are payable.

He is entitled to be reimbursed for reasonable expenses incurred

Ms Cathy Moises

$50,000 pa

No committee fees are payable.

She is entitled to be reimbursed for reasonable expenses incurred

Dr Jason Berton3

$45,000 pa

No committee fees are payable.

He is entitled to be reimbursed for reasonable expenses incurred

2

Notes: 1.

The amounts shown in the above table are inclusive of superannuation commitments, where appropriate

2.

Mr Duffin is engaged through his consulting company, Resource Equity Consultants Pty Ltd

3.

Dr Berton is engaged through his consulting company, Orogen Investments Pty Ltd

What escrow arrangements will be in place as at Completion of the Offer?

There are compulsory escrow arrangements under the ASX Listing Rules. Shares and Options held by Directors, the Lead Manager, and Seed Investors immediately prior to completion of the Offer may be subject to escrow arrangements in the period immediately following completion of the Offer as required by the ASX Listing Rules..

What Corporate Governance Policies does the Company have in place?

Summaries of the Corporate Governance policies adopted by the Company are set out in Section 11.

20 | Eastern Metals Limited

Section 13.2

Section 11

www.easternmetals.com.au

Topic

Summary

Are there any significant related party transactions?

Since incorporation, the Company has entered into the following significant transactions with related parties:

More Information Section 12

(a) the Company executed an asset sale agreement with Crowl Creek and Kidman Barrow Creek on 25 November 2020 pursuant to which the Company agreed to purchase the Browns Reef and Barrow Creek tenements. REC Investment Management Pty Ltd, a related entity of Mr Duffin, is also a party to this agreement in that REC Investment Management Pty Ltd guaranteed the Company’s obligations to pay for the tenements on completion of the acquisition. This guarantee is summarised in more detail in Section 12.2; (b) a services agreement between the Company and Wayne Rossiter, the Managing Director and CEO, entered into on 1 July 2021. This agreement is summarised in Section 12.5 and is considered to constitute reasonable remuneration for the purposes of section 211 of the Corporations Act, and as such, Shareholder approval was not required; (c) a letter of engagement between the Company and Mr Ian Morgan, Company Secretary and Chief Financial Officer. This letter of engagement is summarised in Section 12.5 and is considered to constitute reasonable remuneration for the purposes of section 211 of the Corporations Act, and as such, Shareholder approval was not required; and (d) letters of appointment with each of the Non-Executive Directors, being Mr Robert Duffin, Ms Cathy Moises and Dr Jason Berton.

These letters of appointment are summarised in Section 12.6 and are considered to constitute reasonable remuneration for purposes of the section 211 of the Corporations Act, and as such, Shareholder approval was not required.

1.8 KEY TERMS OF THE OFFER Topic

Summary

Who is the issuer of this Prospectus?

Eastern Metals Limited ACN 643 902 943 is the issuer of this Prospectus.

What is the Offer?

This Prospectus provides investors with the opportunity to participate in the Initial Public Offering of Shares and attaching New Options in the Company.

More Information

Section 2

The Company is undertaking a public offer of a minimum of 22,500,000 Shares and a maximum of 30,000,000 Shares at A$0.20 per Share. One attaching New Option will be allotted for each three Shares successfully applied for. Further details of the Shares and attaching Options can be found in Sections 13.1 and 13.3 of this Prospectus.

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Prospectus | 21

INVESTMENT OVERVIEW

Topic

Summary

More Information

How will the proceeds of the Offer be used?

Proceeds of the Offer are intended to be used to as follows: Minimum Subscription

Maximum Subscription

Exploration1

$2,676,000

$3,871,000

Operating expenses2

$1,091,000

$1,091,000

Working capital

$146,000

$347,000

Costs of the Offer

$587,000

$691,000

Total use of funds

$4,500,000

$6,000,000

Use of funds (2 Years)

Notes:

Is the Offer underwritten?

What are the key dates of the Offer?

1.

Refer to Section 2.5 for details regarding the Company’s planned expenditure.

2.

Operating expenses include administration, staff salaries, rent and costs associated with services obtained by the Company.

No, the Offer is not underwritten.

Lodgement of Prospectus with ASIC Opening date of the Offer

18 August 2021 2 September 2021

Closing date of the Offer

30 September 2021

Allotment date of Shares

7 October 2021

Expected commencement of trading on ASX

Section 2.4

11 October 2021

These dates are indicative only. The Company, in consultation with the Lead Manager, reserves the right to vary the dates and times of the Offer, including the Closing Date, without notifying any recipient of this Prospectus or any Applicants, subject to the Corporations Act, the ASX Listing Rules and other applicable laws.

Applicants are encouraged to submit their Applications as early as possible after the Offer opens.

What are the costs of the Offer and who is paying them?

The total estimated cash costs of the Offer, which will be borne by the Company, are estimated at $587,000 if the Minimum Subscription of $4.5 million is raised, and $691,000 if the Maximum Subscription of $6.0 million is raised. These costs include ASIC and ASX fees, fundraising, legal, accounting and administrative fees, as well as printing, advertising and other expenses.

22 | Eastern Metals Limited

Section 13.9

www.easternmetals.com.au

Topic

Summary

When will I receive dividends on the Shares?

Eastern Metals is a junior base and precious metals explorer and anticipates that significant expenditure will be incurred in the evaluation and development of the Company’s projects. These activities, together with the possible acquisition of interests in other projects, are expected to dominate the period following the date of this Prospectus. Accordingly, the Company does not intend to declare a dividend in the near future.

More Information

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 and operating results and 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 credits attaching to dividends can be given by the Company.

How can I obtain further information?

By speaking to your sharebroker, solicitor, professional adviser, banker or accountant.

How can I contact the Company?

For contact details, see the Corporate Directory near the start of this Prospectus.

What will the market capitalisation of the Company be upon Listing on the ASX?

The undiluted market capitalisation of the Company on listing is expected to be approximately $9.4 million assuming a minimum of $4,500,000 is raised under the Offer and approximately $10.9 million assuming a maximum of $6,000,000 is raised under the Offer.

Corporate Directory

Section 2.3

For indicative purposes only the market capitalisation is based on the Offer Price and total number of Shares on issue on completion of the Offer (assuming that no Options are exercised). On a fully diluted basis (assuming all Options are exercised), the equivalent expected market capitalisations would be approximately $13.6 million and $15.8 million respectively. Shares may not trade at the Offer Price after listing on the ASX. If Shares trade below the Offer Price, the market capitalisation will be lower than the amounts shown.

How is the Offer structured?

The Offer is a general offer to all eligible investors.

What is the allocation policy applicable to the Offer?

The allocation of Shares under the Offer will be determined by agreement between the Company and the Lead Manager.

What is the minimum and maximum Application size under the Offer?

Applications under the Offer must be for a minimum of $2,000 worth of Shares (10,000 Shares) and in multiples of $500 worth of Shares (2,500 Shares) thereafter. There is no maximum value or number of Shares that may be applied for under the Offer.

Section 2.7

Section 2.11

See “Application Form”

The Lead Manager and the Company also reserve the right to aggregate any Applications that they believe may be multiple Applications from the same person.

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

ASX:EMS

Holding statements, confirming Applicants’ allocations under the Offer, are expected to be dispatched to Shareholders on 8 October 2021.

Section 2.11

Prospectus | 23

INVESTMENT OVERVIEW

Topic

Summary

When are the Shares expected to commence trading?

It is expected that trading of the Shares on the ASX will commence on or about 11 October 2021 on a normal T +2 settlement basis. This date is indicative only.

More Information Section 2.4

It is the responsibility of each Applicant to confirm their holding before trading in Shares. Applicants who sell Shares before they receive an initial statement of holding do so at their own risk.

The Company, the Share Registry and the Lead Manager disclaim all liability, whether in negligence or otherwise, to persons who sell Shares before receiving their initial statement of holding, even if such person received confirmation of allocation from the Eastern Metals’ Offer Information Line, a stock broker or otherwise.

Is there any brokerage, commission or stamp duty payable

by Applicants?

No brokerage or stamp duty is payable by Applicants on the issue of Shares under the Offer.

What are the tax implications of investing in the Company?

The taxation implications of investing in Shares will depend on an investor’s individual circumstances. Applicants should obtain their own tax advice or financial planning advice prior to investing.

How can I apply for Shares?

Eligible investors may apply for Shares by completing a valid Application Form attached to or accompanying this Prospectus.

Section 2.20

The Lead Manager reserves the right to pay a commission of up to 4% (exclusive of goods and services tax) of amounts subscribed through any licensed securities dealers or Australian financial services licensees in respect of any valid applications lodged and accepted by the Company and bearing the stamp of the licensed securities dealer or Australian financial services licensee.

Section 13.10

Investors should also be aware that franking credits are unlikely to be available until the Company pays tax and can declare dividends on revenue derived in Australia.

Section 2.8

To the extent permitted by law, an Application by an Applicant under the Offer is irrevocable.

Can the Offer be withdrawn?

The Company reserves the right not to proceed with the Offer at any time before the issue and allotment of Shares to successful Applicants.

Section 2.2

If the Offer does not proceed, all relevant Application Monies will be refunded (without interest) in accordance with the requirements of the Corporations Act. Where can I find more information about this Prospectus or the Offer?

All enquiries in the first instance should be directed to your broker or you can contact the Offer Information Line on 1300 737 760 (within Australia) or +612 9290 9600 (outside Australia) 8.30am – 5.00pm (Sydney time) Monday to Friday during the offer period.

Section 2.21

If you are unclear in relation to any matter or are uncertain as to whether Eastern Metals is a suitable investment for you, you should seek professional guidance from your accountant, financial advisor, tax advisor, stockbroker, lawyer or other professional advisor before deciding whether to invest in the Shares.

24 | Eastern Metals Limited

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Prospectus | 25

DETAILS OF THE OFFER

2

26 | Eastern Metals Limited

www.easternmetals.com.au

Section 2

Details of the Offer This section is intended as an introduction and not as a summary of this Prospectus. It should be read in conjunction with the remainder of this Prospectus.

2.1 THE OFFER This Prospectus constitutes an offer of a minimum of 22,500,000 Shares at an issue price of $0.20 each to raise $4,500,000 (Minimum Subscription) and a maximum of 30,000,000 Shares at an issue price of A$0.20 to raise up to A$6,000,000 (Maximum Subscription) (Offer). The Shares offered by this Prospectus will be issued as fully paid shares and, when issued, will rank equally in all respects with the existing Shares.

In addition, successful Applicants for Shares will be allotted one Option for each three Shares issued. These Options will not be listed. Terms of the Options are set out in Section 13.3.

2.2 COMPLETION OF THE OFFER Completion of the Offer is conditional upon the following conditions being satisfied or waived: (a) Eastern Metals receiving subscriptions for Shares to raise a minimum of $4,500,000 and up to a maximum of $6,000,000 under the Offer; (b) all relevant parties referred to in section 13.2 entering into restriction agreements as required by ASX; and (c) Eastern Metals obtaining a conditional admission letter from ASX on terms satisfactory to Eastern Metals’ Directors, acting reasonably.

No Shares will be issued under this Prospectus until the above conditions are satisfied. If these conditions are not met, the listing of Eastern Metals on ASX will not proceed and all Application Monies received will be returned to Applicants without interest.

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Prospectus | 27

DETAILS OF THE OFFER

2.3 KEY TERMS MINIMUM SUBSCRIPTION

MAXIMUM SUBSCRIPTION

Number of Shares on issue at the date of this Prospectus held by Promoters

7,500,000

7,500,000

Number of Shares on issue held by a Director at the date of this Prospectus on conversion of Convertible Notes

11,666,667

11,666,667

126,000

126,000

Number of Shares on issue at the date of this Prospectus issued to Seed Investors

5,250,000

5,250,000

Total number of Shares on issue at the date of this Prospectus

24,542,667

24,542,667

22,500,000

30,000,000

47,042,667

54,542,667

Gross Proceeds from the Offer before costs2

$4,500,000

$6,000,000

Indicative market capitalisation of the Company at the Offer Price on Completion of the Offer3

$9,408,533

$10,908,533

SHARES (UNDILUTED)

Number of Shares on issue at the date of this Prospectus held by the Lead Manager in consideration for raising Seed Capital

Shares available under the Offer Total number of Shares on issue following the Offer (on an undiluted basis)1

Notes: 1.

Undiluted. Assumes that no Shares are issued from the exercise of Options.

2

Costs of the Offer estimated as $587,000 for the Minimum Subscription of $4.5 million and $691,000 for the Maximum Subscription are described in Section 13.9.

3

For indicative purposes only. The market capitalisation is based on the Offer Price and total number of Shares on issue on completion of the Offer (assuming that no Options are exercised). Shares may not trade at the Offer Price after listing on the ASX. If Shares trade below the Offer Price then the market capitalisation will be lower than the amount shown.

MINIMUM SUBSCRIPTION

MAXIMUM SUBSCRIPTION

Number of Existing Options on issue at the date of this Prospectus

9,750,000

9,750,000

Number of Broker Options to be issued to Lead Manager on Completion of the Offer2

3,500,000

4,500,000

New Options to be issued under the Offer

7,500,000

10,000,000

20,750,000

24,250,000

OPTIONS1

Total number of Options on issue following the Offer Notes: 1.

Refer to Section 13.3 for details regarding Options.

2.

The number of Broker Options issued will depend on the total amount raised. It will be pro-rated between 3,500,000 for the Minimum Subscription and 4,500,000 for the Maximum Subscription.

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SHARES (FULLY DILUTED) Number of Shares on issue at the Completion of the Offer Number of Options on issue at the Completion of the Offer Number of Shares on issue at the Completion of the Offer if all Options were exercised Indicative market capitalisation of the Company at the Offer Price on Completion of the Offer, if all Options were exercised1

MINIMUM SUBSCRIPTION

MAXIMUM SUBSCRIPTION

47,042,667

54,542,667

20,750,000

24,250,000

67,792,667

78,792,667

$13,558,533

$15,758,533

Note: 1.

For indicative purposes only the market capitalisation is based on the Offer Price and total number of Shares on issue on completion of the Offer and exercise of all Options. Shares may not trade at the Offer Price after listing on the ASX. If Shares trade below the Offer Price then the market capitalisation will be lower than the amount shown.

2.4 KEY DATES Lodgement of Prospectus with ASIC Opening date of the Offer

18 August 2021 2 September 2021

Closing date of the Offer

30 September 2021

Allotment date of Shares

7 October 2021

Expected commencement of trading on ASX

8 October 2021

Expected commencement of trading on ASX

11 October 2021

These dates are indicative only. The Company, in consultation with the Lead Manager, reserves the right to vary the dates and times of the Offer, including the Closing Date, without notifying any recipient of this Prospectus or any Applicants, subject to the Corporations Act, the ASX Listing Rules and other applicable laws.

Applicants are encouraged to submit their Applications as early as possible after the Offer opens.

2.5 PURPOSE OF THE OFFER AND PROPOSED USE OF FUNDS The purpose of the Offer is to: (a) raise a minimum of $4,500,000 and a maximum of $6,000,000 to fund: (A) the Company’s expenditure commitments and operating costs in relation to exploration on the Projects; (B) general working capital requirements; (C) corporate overhead and administrative costs; and (D) the costs of the Offer. (b) list on ASX: (A) to provide a liquid market for the Company’s shares; (B) provide the Company with the benefits of an increased profile that arises from being listed; and (C) provide the Company with additional financial flexibility and access to capital markets, to assist in pursuing its growth strategy.

A listing on the ASX will also facilitate secondary trading of shares issued on exercise of Options.

Assuming the Minimum Subscription is achieved, the Directors are satisfied that upon completion of the Offer, Eastern Metals will have sufficient funds to meet its stated objectives.

ASX:EMS

Prospectus | 29

DETAILS OF THE OFFER

The proposed use of funds associated with the Offer are as follows: MINIMUM SUBSCRIPTION

MAXIMUM SUBSCRIPTION

Exploration

$2,676,000

$3,871,000

Operating expenses1

$1,091,000

$1,091,000

Working capital

$146,000

$347,000

Costs of the Offer

$587,000

$691,000

Total use of funds

$4,500,000

$6,000,000

USE OF FUNDS (2 YEARS)

Note: 1.

This includes administration cost of running the business, including salaries to staff, rent and costs associated with services obtained by the Company.

The above table is a statement of intentions as at the date of this Prospectus. Investors should note that, as with any budget, the allocation of funds set out in the above table may change depending on a number of factors, including exploration, operational and development activities, regulatory developments, and market and general economic conditions. Because of this, the Board reserves its right to alter the way the funds are applied.

Upon completion of the Offer, the Company expects to use its available cash funds as follows: (a) Assuming the Minimum Subscription of $4,500,000 is raised: EASTERN METALS LIMITED PROPOSED EXPLORATION BUDGET – $4.5 MILLION RAISING CASE PROJECT

YEAR 1

YEAR 2

TOTAL

Arunta Project

$440,000

$770,000

$1,210,000

Cobar Project

$400,000

$891,000

$1,291,000

$75,000

$100,000

$175,000

$915,000

$1,761,000

$2,676,000

Thomson Project Total

(b) Assuming the Maximum Subscription of $6,000,000 is raised: EASTERN METALS LIMITED PROPOSED EXPLORATION BUDGET – $6.0 MILLION RAISING CASE PROJECT

YEAR 1

YEAR 2

Arunta Project

$735,000

$1,130,000

$1,865,000

Cobar Project

$615,000

$1,191,000

$1,806,000

$75,000

$125,000

$200,000

$1,425,000

$2,446,000

$3,871,000

Thomson Project Total

TOTAL

Note: The above tables are a statement of intentions as at the date of this Prospectus. Investors should note that, as with any budget, the allocation of funds set out in the above table may change depending on a number of factors, including operational and development activities, regulatory developments, and market and general economic conditions. In light of this, the Board reserves its right to alter the way the funds are applied.

The Board believes that the Company’s current cash reserves plus the net proceeds of the Offer will be sufficient to fund the Company’s short- term business objectives. The Board will consider the use of further equity funding if appropriate to further accelerate growth or fund a specific project, transaction or expansion.

30 | Eastern Metals Limited

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2.6 CAPITAL STRUCTURE POST IPO Assuming completion of the Offer and allotment of Shares pursuant to this Prospectus, the Company’s capital will be as follows:

(a) Share Capital MINIMUM SUBSCRIPTION

MAXIMUM SUBSCRIPTION

Number of Shares on issue at the date of this Prospectus held by Promoters

7,500,000

7,500,000

Number of Shares on issue held by an associate of a Director at the date of this Prospectus on conversion of Convertible Notes

11,666,667

11,666,667

Number of Shares on issue at the date of this Prospectus held by the Lead Manager in consideration for raising Seed Capital

126,000

126,000

5,250,000

5,250,000

22,500,000

30,000,000

47,042,667

54,542,667

SHARES (UNDILUTED)

Number of Shares on issue at the date of this Prospectus issued to Seed Investors Shares available under the Offer Total number of Shares on issue following the Offer (on an undiluted basis)

(b) Directors’ Interests in Eastern Metals The interests of Directors and officers and of any associates of them in the securities of the Company on completion of the Offer are as follows: NAME

NUMBER OF SHARES

NUMBER OF OPTIONS

Mr Robert H Duffin1

14,166,667

1,000,000

Mr Wayne Rossiter2

2,500,000

4,000,000

Ms Cathy Moises

–

1,000,000

Dr Jason Berton

–

1,000,000

Note: 1.

These Shares and Options are held by Irrawaddy Investments Pty Ltd and REC Investment Management Pty Ltd being related entities of Robert Duffin.

2.

These Shares and Options are held by Aquiline Nominees Pty Ltd being a related entity of Wayne Rossiter

2.7 STRUCTURE OF THE OFFER The Offer is a general offer to all eligible investors.

The Company will consult with the Lead Manager to determine the allocation of Shares between eligible Applicants.

Consideration will be given to the allocation policy outlined in Section 2.9.

2.8 APPLICATION AND PAYMENT FOR SHARES (a) Who may apply?

The Offer is open to institutional investors in Australia, New Zealand, Hong Kong, Singapore and Japan, and retail investors who are persons who have a registered address in Australia or New Zealand.

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Prospectus | 31

DETAILS OF THE OFFER

(b) How to apply An application to subscribe for Shares (Application) must be for a minimum of 10,000 Shares or $2,000 and thereafter in multiples of $500 or 2,500 Shares.

An application for Shares can be made by applying online at www.easternmetals.com.au and paying by BPAY, or alternatively by completing a paper version of the Application Form and sending it, along with a cheque drawn in favour of Eastern Metals Limited for the Application amount, to the Company’s share registry, Boardroom Pty Limited, GPO Box 3993 Sydney NSW 2000.

Applicants are encouraged to apply on-line if possible.

(c) How to pay Apply online and pay by BPAY If you are an eligible investor, and you are applying online, you must complete your online Application following the instructions and by making a BPAY payment.

Using the BPAY details provided when you complete your online Application, you need to: (1) access your participating BPAY financial institution either through telephone banking or internet banking; (2) select BPAY and follow the prompts; (3) enter the biller code supplied; (4) enter the unique “Customer Reference Number” supplied for each Application; (5) enter the total amount to be paid which corresponds to the number of Shares you wish to apply for. Note that your financial institution may apply limits on your use of BPAY. You should enquire about the limits that apply in your own personal situation; (6) select the account you wish your payment to be made from; (7) schedule your payment. (Note that Applications without payment cannot be accepted); and (8) record your BPAY receipt number and date paid. Retain these details for your records.

BPAY payments must be made from an Australian dollar account of an Australian financial institution. You will need to check with your financial institution in relation to their BPAY closing times to ensure that your Application Monies will be received by 5.00pm (AEST) on the Closing Date. If you do not pay the Application Monies by this time, your Application will be incomplete and may not be accepted. If you complete your Application by making a BPAY payment, you do not need to complete or return the paper Application Form. By completing a BPAY payment, you acknowledge you are applying pursuant to the Application Form.

You should be aware that your financial institution may implement earlier cut-off times with regards to electronic payment and you should therefore take this into consideration when making payment. You may also have your own limit on the amount that you can pay via BPAY. It is your responsibility to check that the amount you wish to pay via BPAY does not exceed your limit.

Apply using a paper copy of the Application Form and posting it and a cheque to Boardroom Applicants preferring to apply using a paper copy of the Application Form may do so. The completed copy of the Application Form and a cheque drawn in favour of Eastern Metals Limited for the dollar amount of Shares applied for can be sent to the Company’s share registry, Boardroom Pty Limited, GPO Box 3993 Sydney NSW 2000.

Subject to the permission of the ASX for the Shares to be listed for official quotation, the Directors will allot the Shares as soon as possible after the closing date of the Offer.

An application for Shares may be accepted in full, for any lesser number or rejected by the Company. If any application is rejected, in whole or in part, the relevant Application Monies will be repaid without interest.

(d) Acceptance of Applications Regardless of the method of Application, Boardroom must receive the relevant Application by no later than 5:00pm (AEST) on the Closing Date (unless the Company varies the dates and times).

Completed BPAY payment or a completed and lodged paper Application Form constitutes an irrevocable offer to Eastern Metals Limited (including any supplementary or replacement prospectus), and as set out in the Application Form.

32 | Eastern Metals Limited

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The Company reserves the right to: (1) reject any Application, including Applications that have not been correctly completed or are accompanied by payments that are dishonoured; (2) accept late Applications received after the Closing Date; (3) allocate to any Applicant a lesser number of Shares than that for which any Applicant applied; and (4) waive or correct any errors made by an Applicant in their Application.

No payment may be made in any currency other than Australian dollars.

(e) Closing Date for receipt of Applications The closing date of the Offer is 30 September 2021 at 5.00 pm (Sydney time) (Closing Date).

The Directors, subject to the requirements of the Listing Rules and the Corporations Act, reserve the right to: (1) close the Offer early without prior notice; or (2) vary any of the important dates set out in this Prospectus, including extending the Offer.

(f) How to obtain a copy of this Prospectus Please contact your broker for instructions. You may also obtain a copy of this Prospectus as follows: p

you can download a copy at www.easternmetals.com.au; or

p

request a copy directly by calling the Offer Information Line on 1300 737 760 (within Australia) or +612 9290 9600 (outside Australia) 8.30am – 5.00pm (Sydney time) Monday to Friday during the offer period.

2.9 ALLOCATION POLICY The Company and the Lead Manager have absolute discretion regarding the allocation of Shares to Applicants under the Offer and may reject an Application, or allocate fewer Shares than the number, or the equivalent dollar amount applied for.

2.10

APPLICATION MONIES

The Lead Manager, the Share Registry or the Company, will hold all Application Monies in trust in a separate account, until Shares are issued to successful Applicants.

Application Monies will be refunded to the extent that an Application is rejected or scaled back, or the Offer is withdrawn. No interest will be paid on refunded amounts. The Company will retain any interest earned on Application Monies.

2.11 ALLOTMENT (a) Allotment of the Shares and attaching New Options under this Prospectus will take place as soon as practicable after the Closing Date. Application Monies will be held in a subscription account until allotment; (b) This account will be established and kept by the Company in trust for each Applicant. Any interest earned on the application moneys will be for the benefit of the Company and will be retained by the Company irrespective of whether allotment takes place. (c) Where the number of Shares allotted is fewer than the number applied for, the surplus monies will be returned by cheque within 30 days of the closing date for applications. Where no allotment is made, the amount tendered on application will be returned in full by cheque within 30 days of the closing date for applications. Interest will not be paid on monies refunded. (d) The Shares will be allotted and holding statements dispatched to holders as soon as possible after determination by the Company of entitlements.

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Prospectus | 33

DETAILS OF THE OFFER

2.12

ASX LISTING OF SHARES

No later than seven days after the date of this Prospectus, the Company will apply to ASX for admission to the Official List and for the Shares to be granted Official Quotation by ASX. The admission of the Company to the Official List of ASX and Official Quotation of the Shares is not to be taken in any way as an indication of the merits of the Company or the Shares offered for subscription under the Offer.

The ASX takes no responsibility for the contents of this Prospectus.

If permission for quotation of the Shares is not granted within three months after the date of this Prospectus, all Application Monies will be refunded without interest as soon as practicable.

Subject to ASX granting approval for the Company to be admitted to the Official List, the Company proposes to issue the Shares to successful Applicants as soon as practicable after the Closing Date. Holding statements confirming Applicants’ allocations under the Offer are expected to be sent to successful Applicants on or around 8 October 2021.

Trading of Shares on the ASX is expected to commence on 11 October 2021 on a normal T + 2 settlement basis.

If you sell Shares before receiving an initial holding statement, you may contravene the ASX Listing Rules and do so at your own risk, even if you have obtained details of your holding from your broker.

No application will be made to list Options on the ASX.

2.13

CLEARING HOUSE ELECTRONIC SUB-REGISTER SYSTEM (CHESS)

The Company will apply to participate in CHESS and will comply with the ASX Listing Rules and the ASX Settlement Operating Rules. CHESS is an electronic transfer and settlement system for transactions in securities quoted on ASX under which transfers are affected in an electronic form.

Following Completion of the Offer, Shareholders will be sent a holding statement that sets out the number of Shares that have been allocated to them. This statement will also provide details of a Shareholder’s Holder Identification Number (HIN) for CHESS holders or, where applicable, the Securityholder Reference Number (SRN) of issuer sponsored holders. Shareholders will subsequently receive statements showing any changes to their holding. Certificates will not be issued.

Shareholders will receive subsequent statements during the first week of the following month if there has been a change to their holding on the register and as otherwise required under the ASX Listing Rules and the Corporations Act. Additional statements may be requested at any other time either directly through the Shareholder’s sponsoring broker in the case of a holding on the CHESS sub register or through the Share Registry in the case of a holding on the issuer sponsored sub register.

The Company and the Share Registry may charge a fee for these additional issuer sponsored statements.

2.14

OVERSEAS DISTRIBUTION

No action has been taken to register or qualify the offer of Shares under this Prospectus, or to otherwise permit a public offering of Shares, in any jurisdiction outside Australia or New Zealand.

2.15

OFFER MADE ONLY WHERE LAWFUL

This Prospectus does not constitute an offer of Shares in any jurisdiction in which it would be unlawful. In particular, this Prospectus may not be distributed to any person, and the Shares may not be offered or sold, in any country outside Australia, New Zealand, Singapore, Hong Kong and Japan.

Investors outside these jurisdictions should refer to the important information in relation to the making of the Offer in those jurisdictions as set out under the “Important Information” section at the start of this Prospectus.

Persons located outside of Australia or New Zealand into whose possession this Prospectus comes should inform Eastern Metals and observe any restrictions on acquisition or distribution of this Prospectus. Any failure to comply with these restrictions may constitute a violation of securities laws.

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2.16

ELECTRONIC PROSPECTUS

(a) The Offer constituted by this Prospectus in electronic form is available only to persons receiving this Prospectus within Australia or New Zealand. (b) Persons who receive a copy of this Prospectus in electronic form at www.easternmetals.com.au are entitled to obtain a paper copy of the Prospectus (including any relevant accompanying Application Form) free of charge, during the Offer period, by contacting the Offer Information Line on 1300 737 760 (within Australia) or +612 9290 9600 (outside Australia) 8.30am – 5.00pm (Sydney time) Monday to Friday during the offer period.

2.17

RESTRICTED SECURITIES

The ASX may, as a condition of granting the Company’s application for official quotation of its Shares, classify certain Shares of the Company as restricted securities. If so, prior to official quotation of the Company’s Shares, the holders of the Shares that are to be classified as restricted securities will be required to enter into appropriate escrow restriction agreements with the Company.

2.18

DISCRETION REGARDING THE OFFER

The Company may, in consultation with the Lead Manager, withdraw the Offer, at any time before the allotment of Shares to successful Applicants. If the Offer does not proceed, all relevant Application Monies will be refunded. No interest will be paid on unsuccessful Applications.

The Company also reserves the right to close the Offer, extend the Offer, accept late Applications either generally or in particular cases, reject any Application , or allocate to any Applicant fewer Shares than applied for.

2.19

LEAD MANAGER

Panthea Capital Pty Ltd has been appointed as Lead Manager to the Offer. The terms of the Lead Manager Mandate are summarised in Section 12.1.

2.20

COMMISSIONS PAYABLE

The Lead Manager reserves the right to pay a commission on amounts subscribed through any licensed securities dealers or Australian financial services licensees in respect of any valid applications lodged and accepted by the Company and bearing the stamp of the licensed securities dealer or Australian financial services licensee.

Payments will be subject to the receipt of a proper tax invoice from the licensed securities dealer or Australian Financial Services licensee. The Lead Manager will be responsible for paying all commissions that the Lead Manager and the Company agree with any other licensed securities dealers or Australian financial services licensee out of the fees paid by the Company to the Lead Manager under the Lead Manager Mandate.

2.21

QUESTIONS OR FURTHER INFORMATION

If you have any queries in relation to this Prospectus, including how to complete the Application Form or how to obtain additional copies, then you can: p

contact your broker;

p

contact the Offer Information Line on 1300 737 760 (within Australia) or +612 9290 9600 (outside Australia) 8.30am – 5.00pm (Sydney time) Monday to Friday during the offer period; or

p

visit the Company Website to download an electronic copy of this Prospectus at www.easternmetals.com.au.

If you are unclear in relation to any matter or are uncertain as to whether the Company is a suitable investment for you, you should seek professional guidance from your stockbroker, solicitor, accountant, financial advisor or other independent professional advisor before deciding whether to invest.

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Prospectus | 35

COMPANY INFORMATION, INDUSTRY AND REGIONAL OVERVIEW

3

36 | Eastern Metals Limited

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Section 3

Company Information, Industry and Regional Overview 3.1 INTRODUCTION Eastern Metals’ three base and precious metal Projects are the:

Arunta Project: EL 23186 Barrow Creek of 28 blocks or approximately 89.3 square kilometres) in the Arunta block in the Northern Territory; the

Cobar Project: (a) EL 6321 Browns Reef of 10 units or approximately 28.7 square kilometres, 5 kilometres west of Lake Cargelligo in New South Wales; (b) EL 9180 Tara of 122 units or approximately 352.9 square kilometres, between Lake Cargelligo and Cobar; and (c) EL 9136 Bothrooney of 84 units or approximately 241.2 square kilometres, immediately to the east, north and south of EL 6321, all in the southern part of the Cobar Basin in New South Wales; and the

Thomson Project: (a) EL 9194 Harrier of 54 units or approximately 160.1 square kilometres; and (b) EL 9190 Falcon of 437 units or approximately 1,290.9 square kilometres, both in the Thomson Orogen, mid-way between Tibooburra and Cobar and 280 kilometres west of Bourke in north-western New South Wales.

The combined portfolio of the Company’s three Projects covers approximately 2,163.1 square kilometres. The Projects offer multiple near-term discovery opportunities for copper-gold and zinc-dominated polymetallic mineralisation.

Eastern Metals’ initial focus will be on exploring the multiple base and precious metal targets that are already defined. The Board believes this will enhance the Company’s chances of achieving near-term exploration success, and so building shareholder value early in the life of the Company.

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COMPANY INFORMATION, INDUSTRY AND REGIONAL OVERVIEW

3.2 COMPANY HISTORY AND BACKGROUND Eastern Metals Pty Ltd was incorporated on 2 September 2020 for the primary purpose of acquiring EL 23186 Barrow Creek in the Northern Territory, EL 6321 Browns Reef in New South Wales, and to acquire additional tenure thought to have potential for discovery of base and precious metal deposits.

Eastern Metals Pty Ltd executed a binding contract to acquire EL 23186 Barrow Creek and EL 6321 Browns Reef from Kidman Barrow Creek and Crowl Creek respectively on 25 November 2020. Kidman Barrow Creek and Crowl Creek are subsidiaries of Kidman Resources Limited (now known as Australian Light Minerals Pty Ltd) which itself has been a subsidiary of Wesfarmers Limited since its acquisition by a scheme of arrangement in late 2019. Eastern Metals’ obligation to pay for the acquisition is supported by a guarantee provided by REC Investment Management Pty Ltd, a company controlled by Mr Duffin, the Company’s Chairman. In addition, Eastern Metals has agreed to pay a 1.5% net smelter royalty on metal sales from Barrow Creek and Browns Reef to Australian Light Minerals. Further details of the asset purchase agreement, the guarantee and the royalty obligation are set out in Section 12.2 and 12.3. The asset purchase agreement was completed on 12 August 2021.

In parallel with its negotiations with Wesfarmers to acquire the Barrow Creek and Browns Reef tenements, the Company also began a program to acquire additional tenements in New South Wales. This led to the lodgement of applications for the Tara, Bothrooney, Harrier and Falcon tenements, all of which have been granted.

Eastern Metals Pty Ltd converted to a public company on 23 April 2021.

3.3 EXPLORATION STRATEGY Eastern Metals’ principal strategy is to leverage off the significant exploration activities undertaken by the previous owners of the Arunta, Cobar and, to a lesser extent, the Thomson Projects, so that immediate, “walk-up” drilling targets can be tested early in the Company’s life, without the need for time consuming, expensive and high-risk greenfield or grass roots exploration.

The three Projects have significant land holdings and mineral prospectivity, and together represent a significant portfolio with multiple advanced drill ready opportunities identified.

There has been a considerable amount of prior exploration activity in the Arunta and Cobar Project areas, but only limited work in the Thomson Project area. A careful review of existing data by Directors and the Company’s Principal Consultants has identified new targets, or targets which have not been, in the Directors’ opinion, adequately tested, in all three Projects. In addition to the Company’s two flagship tenements, EL 23186 Barrow Creek in the Northern Territory and EL 6321 Browns Reef in New South Wales, which are classified as Advanced Exploration Projects under the Valmin Code, the Company holds a significant amount of additional tenure with good prospectivity.

Eastern Metals will commence drill testing several near surface prospects in the near term and will also work up new targets by the application of sound geological principles coupled with good geophysics, scout and more targeted deeper drilling to test new prospects identified.

Over time, Eastern Metals may acquire additional exploration and mining tenements in the regions of its Arunta, Cobar, and Thomson Project areas and possibly elsewhere and in other jurisdictions. Additional tenements may be acquired by application to regulatory authorities, purchase from vendors, joint ventures and the like. Similarly, the Company may reduce its exposure to its present exploration and mining tenements by relinquishment, sale or farm out.

3.4 INDUSTRY Eastern Metals operates within the base and precious metals exploration sector, with potential to progress into a mine operating company if exploration success ensues and the economics of project development are favourable. Copper, zinc, lead, silver, and gold are the principal metals of interest.

The Company also has an opportunity to explore for lithium in its Barrow Creek tenement in the Northern Territory. Pegmatites containing tantalum, tungsten and lithium occur across the Arunta Inlier, including in the Barrow Creek district and may exist in economic quantities within the tenement. The mineral spodumene, a common ore of lithium, is often associated with pegmatites. Without detracting from its focus on metalliferous exploration, Eastern Metals will begin a reconnaissance program to identify potentially lithium-bearing pegmatites at Barrow Creek.

Orebodies contain the valuable minerals along with other minerals of no value called gangue. Orebodies come in a great range of sizes and shapes. Metal values within them also vary from deposit to deposit. Exploration is generally tailored to the size, shape and mineral content sought. Some orebodies outcrop at the surface, while others are buried or “blind”. Metalliferous orebodies are often magnetic, electrically conductive, or heavier than the surrounding rocks and geophysical methods can be used to

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help find them when these characteristics are present. Orebodies often oxidise near the surface and the oxidised parts can produce a ‘halo” of low levels of metals that can be detected by sampling the residual soil or rock chips and submitting them for geochemical analysis.

Orebodies can be mined by open cut methods or by underground mining. The optimum method depends on the size, grade and geometry of the deposit, and whether it lies at or close to the surface or buried deeply below it. Once the ore is mined it normally requires some form of concentration or beneficiation before a marketable product can be prepared, though sometimes direct shipping ore can be mined. In the case of gold, the marketable product can be either gold bars called dore produced on site, or the gold can be recovered to a sulphide concentrate that requires further processing, generally at an overseas smelter.

Base metals are generally recovered to a concentrate that is either metal-specific (for example, a copper concentrate) or a bulk concentrate that contains all or most of the valuable metals. Again, the concentrate requires further treatment in an overseas smelter or refinery before high purity metals can be produced and sold.

An entirely different process is used to produce a marketable lithium product from a spodumene concentrate. In brief, the concentrate is calcined at a refinery to produce a lithium hydroxide with some secondary products and plant tailings.

Concentrators are generally located close to mine sites, while smelters or refineries are not. The mining operation requires skilled labour, which must be housed close to the project or be supplied on a fly-in, fly-out basis. Accommodation, mining and processing operations require access to energy, water and transport facilities. Where these are not readily available, mining companies are often required to develop their own infrastructure, as well as the mining and processing facilities. Waste products must be stored in secure and environmentally acceptable locations.

3.5 REGIONAL OVERVIEW The Company’s Arunta Project at Barrow Creek in the Northern Territory lies approximately 290 kilometres north of Alice Springs and 250 kilometres south of Tennant Creek. It is 27 kilometres east of the small township of Barrow Creek on the Stuart Highway, the main road from Alice Springs to Darwin. It is also 10 kilometres from the Amadeus natural gas pipeline from Darwin to Alice Springs. The tenement lies within the Neutral Junction pastoral property. Access to the Home of Bullion area at Barrow Creek is via the road to Neutral Junction station and the Tara aboriginal community and then by tracks utilised by the Neutral Junction property owners. Access to Prospect D is from a tourist track off the Stuart Highway and by rarely used pastoral tracks. A fly camp could easily be set up on site for exploration activities. It is unlikely that permanent accommodation could be obtained in Barrow Creek township, currently home to 11 persons, so a more substantial camping facility or mine village would be required for a mining and processing operation. Availability of potable and process water is unknown at this stage. There is no grid power available near the tenement, but the proximity of the site to the natural gas pipeline opens the possibility of generating relatively cheap electricity on site using small scale gas fired generators. There is a small airstrip at Barrow Creek township, but it would require upgrading for use in a fly-in, fly out operation. The tenement’s relative proximity to Tennant Creek, which is a longestablished mining town, suggests there could be strong local support for a new mining operation if one is developed.

Eastern Metals’ Cobar Project area is ideally located for exploration and mining purposes. Cobar, with a population of some 4,000 persons, has been a mining town since the discovery of the Great Cobar deposit in 1870. The Company’s tenement holdings extend from mid-way between Cobar and the town of Lake Cargelligo, to the lake at Lake Cargelligo itself, and further to the south. The Company’s flagship tenement within the Cobar Project is EL 6321 Browns Reef. Browns Reef lies 5 kilometres to the west of the town of Lake Cargelligo, approximately 470 kilometres west of Sydney. Lake Cargelligo is serviced by a rail line which extends from West Wyalong in the south. Access to the tenement area is provided by several gazetted shire roads and unformed farm tracks.

The area surrounding the Browns Reef base-metal deposit is generally flat to slightly undulating and is utilised for agricultural purposes, including grazing and cropping. The main area of recent exploration is around the Brown’s Reef historic workings which are situated on the Pineview and Evergreen properties. A natural gas pipeline is located approximately 40 kilometres to the east of Lake Cargelligo township, and grid power is available in the town. Lake Cargelligo has a population of some 1,500 persons, who enjoy a pleasant country lifestyle. Water sports on the lake itself and aquatic bird watching are popular pastimes.

The Company’s third project area, the Thomson Project, is more remote than the Arunta or Cobar Projects. The tenements are approximately 250 kilometres northwest of Cobar and mid-way to Tibooburra, and 280 kilometres west of Bourke. The opal mining township of White Cliffs is about 80 kilometres to the southwest. There is a poor road network in the area, no rail lines, no grid power, and site access is gained largely by utilising station tracks. Surface rocks are mainly part of the Eromanga Basin which itself is part of the Great Artesian Basin, and this is a potential source of potable and process water for future mining and processing operations. The rocks of interest, which can potentially be mineralised, lie beneath the younger cover.

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4

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Section 4

The Projects 4.1 INTRODUCTION Eastern Metals’ three Projects are the Arunta Project, the Cobar Project, and the Thomson Project. The Arunta Project consists of one of the Company’s two flagship tenements, EL 23186 Barrow Creek in the Northern Territory. The Cobar Project consists of the Company’s other flagship tenement, EL 6321 Browns Reef in New South Wales, along with two additional exploration licences, ELs 9180 Tara, and 9136 Bothrooney. The third project, the Thomson Project in New South Wales, consists of two exploration licences, ELs 9194 Harrier and 9190 Falcon.

The Company’s two flagship tenements, EL 23186 Barrow Creek and EL 6321 Browns Reef, are classified as Advanced Exploration Projects under the Valmin Code.

This section of the Prospectus contains a summary of work previously conducted by other companies in these Project areas, and details of the Company’s proposed work programs and budgets. A more comprehensive review of past exploration activities is set out in the Independent Consulting Geologist’s report in Section 7 of this Prospectus. The Independent Consulting Geologist’s report also opines on the Company’s proposed exploration programs and budgets, and on the Company’s capacity to fund these programs.

The locations of the three Projects are shown in Figure 1.

Figure 1: Locations of the Company’s three Projects

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COMPANY INFORMATION, INDUSTRY AND REGIONAL OVERVIEW

4.2 ARUNTA PROJECT The Arunta Project area is situated to the east of the Stuart Highway between Alice Springs and Tennant Creek near the township of Barrow Creek. The project comprises EL 23186 Barrow Creek of 28 blocks or approximately 89.3 square kilometres.

There are two key known prospects at Barrow Creek. These are the old Home of Bullion mine, and Prospect D. There are other named prospects as well. The locations of Home of Bullion, Prospect D and other prospects in the tenement are shown in Figure 2.

Figure 2: Geology, EL 23186, Barrow Creek

N

420,000mE

410,000mE

400,000mE

u St

ar

t

H

i

w gh

ay Arunta Project

Prospect D

7,640,000mN

EL 2 3 1 8 6

Aeolian deposits Alluvial deposits Residual deposits Colluvial deposits Georgina Basin Sediments Granitoids Bullion Schist Hatches Creek Group

7,630,000mN

Prospect

EL 2 3 1 8 6

Mulbangas (Cu)

7,620,000mN

Road Runner Red Back Tin Can Camp Hoop Best Western Home of Bullion Anvil Nose Grand Final

Arunta Project

Regional Geology

0

1

2

3

Kilometres

42 | Eastern Metals Limited

4

5 21.008 9feb21

www.easternmetals.com.au

Home of Bullion

405,000mE

415,000mE

EL 23186

7,625,000mN

Home of Bullion is a high-grade volcanogenic massive sulphide (VMS) style deposit developed in two main lodes. The Cu-Pb-Zn deposit includes: (a) an Indicated Resource of 0.5 million tonnes averaging 2.8% Cu, 3.4% Zn, 56g/t Ag, 1.6% Pb, 0.30g/t Au; and

410,000mE

N

ARUNTA PROJECT EL 23186

(b) an Inferred Resource of 2.0 million tonnes averaging 1.6% Cu, 1.7% Zn, 31g/t Ag, 1.0% Pb, and 0.11g/t Au. Road Runner

The upper section of the Main Lode appears to be closed along strike and down dip. The lower section of the Main Lode is open in all directions but appears to be fragmenting and dropping in grade at depth. The South Lode appears to be closed to the south southeast near the surface but is open along strike to the south at depth. It also appears to be closed in a north northwesterly direction; however, a small offset lode seen in two holes near the surface to the north northwest remains open.

ASX:EMS

Home of Bullion Nose

Prospect Gossan float 0

0.5

1

2

Kilometres

Arunta Project

TMI Image & Prospects 21.011 9feb21

412,400mE

N

412,600mE

412,800mE

MAIN LODE LOWER

DDH-4 4m @ 3% Cu

7,621,000mN

7,621,200mN

Figure 3: Base and Precious Metal Prospects near Home of Bullion

HOB06-7 5.3m @ 4.8% Cu, 61.6g/t Ag 0.54% Pb, 2% Zn

Rock chip samples 3.6% & 2% Cu

MAIN LODE UPPER

7,620,800mN

HOB06-13 4.7m @ 6.2% Cu, 86.4g/t Ag 1.5% Pb, 3.8% Zn

HOB06-4 1m @ 1.3% Cu, 5.2g/t Ag

DDH-2 2.7m @ 5.1% Cu, 1% Pb HOB06-2 3.2m @ 4.8% Cu, 71.4g/t Ag 1.5% Pb, 5.3% Zn

ARUNTA PROJECT Home of Bullion

SOUTH LODE Quaternary sediments Central Mt Stuart Formation

7,620,600mN

The two principal lodes at Home of Bullion are known as the Main Lode (which is divided into Upper and Lower sections), and the South Lode. These lodes are shown in plan view in Figure 4.

Best Western

Grand Final

Massive sulphide mineralisation at Home of Bullion is stratabound and hosted in the lower amphibolite facies Bullion Schist. The primary coarsegrained sulphide mineralisation is associated with magnetite and consists of pyrite, chalcopyrite, sphalerite, bornite, galena and minor chalcocite.

In addition to the two main lodes at Home of Bullion, there is a series of prospects and anomalies along west north-westerly trending zones that can be recognised in the aeromagnetics and geochemical sampling data, as shown in Figure 3. Home of Bullion is a VMS deposit and Prospect D may, as noted above, may be a VMS deposit also. This possibility lends more weight to the prospectivity of these areas as VMS deposits commonly occur in clusters.

Red Back Tin Can Camp Hoop Anvil

7,620,000mN

The total Indicated and Inferred Mineral Resource estimate is 2.5 million tonnes averaging 1.8% Cu, 2.0% Zn, 36g/t Ag, 1.2% Pb and 0.14g/t Au. These estimates were released to the ASX by Kidman on 29 July 2014. Eastern Metals confirms that it is not in possession of any new information or data that materially impacts on the reliability of this estimate.

Bullion Schist 0

20

40

60

80

100

200

Metres

Arunta Project

Home of Bullion Prospect

Lode outline Lode outcrop Diamond drillhole RC Percussion drillhole Water tank 21.009 9feb21

Figure 4: Plan view of the Main and South Lodes, Home of Bullion

Prospectus | 43

COMPANY INFORMATION, INDUSTRY AND REGIONAL OVERVIEW

412,750mE

ESE

412,500mE

looking south south west

7,621,000mN

412,250mE

WNW

Surface

Base of O xid a t i o n

OXIDE PRIMARY HDD044W5 3.2m from 457.3m 5.22% Cu, 1.88% Pb 7.97% Zn, 56.87g/t Ag 0.78g/t Au

200 mbs

HDD044W1 0.5m from 467.3m 5.2% Cu, 0.45% Pb 1.25% Zn, 30.1g/t Ag 0.15g/t Au

HDD044 9.7m from 466.7m 3.43% Cu, 0.82% Pb 1.99% Zn, 40.7g/t Ag 0.46g/t Au incl. 4.4m from 472m 7.3% Cu, 1.6% Pb 3.7% Zn, 81.6g/t Ag 1g/t Au HDD044W4 6m from 473m 1.27% Cu, 1.04% Pb 1.79% Zn, 35g/t Ag

400 mbs

ARUNTA PROJECT Home of Bullion

HDD044W3 10.5m from 480.4m 3.78% Cu, 1.15% Pb, 1.99% Zn, 53.28g/t Ag 0.59g/t Au incl. 4.8m from 486.1m 7.54% Cu, 2.05% Pb, 3.39% Zn, 99.72g/t Ag 1.17g/t Au

High Grade Shell Cu >0.4% Lateral extension to be drilled Proposed drilhole

HDD044W6 9.1m from 492m 2.16% Cu, 0.91% Pb 1.84% Zn, 42.6g/t Ag 0.53g/t Au Incl. 4.1m from 497m 4.33% Cu, 1.27% Pb 2.56% Zn, 63.88g/t Ag 0.72g/t Ag

HDD044W2 5.5m from 518.5m 0.73% Cu, 0.57% Pb 1.55% Zn, 15.5g/t Ag 0.56g/t Au

0

20

40

60

600 mbs

80 100

Home of Bullion Main Lode

Longitudinal Section

Metres

21.013 9feb21

Figure 5: Long Section, Main Lode, Home of Bullion 412,750mE

SSE

412,600mE

7,620,750mN

412,250mE

looking west south west

Cover

OXIDE

NNW

HRC024 7m from 18m 1.78% Cu, 29.3g/t Ag

Surface

Base

o f O x i d a t io n

PRIMARY

200 mbs

HDD046 6.1m from 470.1m 0.81% Cu, 1.66% Pb, 2.47% Zn, 93.16g/t Ag incl. 3.2m 1.24% Cu, 1.84% Pb, 2.61% Zn, 98.16g/t Ag

HRC035 26m from 266.0m 4.61% Cu, 5.5% Pb 1.84% Zn, 142.9g/t Ag

HDD042W3 8m from 485m 0.62% Cu, 0.65% Pb 1.76% Zn, 24.5g/t Ag

400 mbs

HDD042W2 2.7m from 465.7m 1.46% Cu, 0.7% Pb 3.7% Zn, 44.3g/t Ag

HDD043W2 7.4m from 569.6m 1.5% Cu, 1.81% Pb 1.95% Zn, 62g/t Ag incl. 3.3m from 573m 1.91% Cu, 3.1% Pb 2.1% Zn, 102.2g/t Ag

HDD043W1 10.15m from 485m 0.74% Cu, 0.31% Pb 0.69% Zn, 9.2g/t Ag

HDD043W3 4.5m from 606m 1.89% Cu, 0.18% Pb 0.43% Zn, 8.86g/t Ag

600 mbs

A deep diamond drilling program was completed by Kidman in the December 2013 Quarter. The drill program tested the down-plunge continuity of the Main Lode to a depth of some 600 metres below surface and the South Lode to 500 metres below surface. The aim of the drill program was to test for a significant extension of the known copper mineralisation to assist defining a potential Mineral Resource.

The drilling successfully identified high grade, massive sulphide zones along the central spine of both copper lodes.

Drill Intercepts >4% Cu 0.4 - 1% Cu 2 - 4% Cu 0.2 - 0.4% Cu 1 - 2% Cu <0.2% Cu

200

Historical reports from the 1940s indicate the presence of an “East Lode” within 100 metres of the eastern end of the Main Lode, but this has not been investigated, located, or drilled to date.

ARUNTA PROJECT Home of Bullion

Long sections through the Main and South Lodes at Home of Bullion are shown in Figures 5 and 6.

Prospect D Prospect D contains coppernickel sulphide mineralisation. The mineralisation forms a tabular body that is folded with the sedimentary rocks. The mineralisation has been mapped over a length of two kilometres. A higher-grade zone has been traced for over 250 metres and remains largely untested at depth.

The mineralisation forms a massive sulphide band with lower grade disseminated sulphide mineralisation in the footwall gabbroic rocks. This deposit could be either a replacement unit within the dolerite, or a VMS deposit.

The near surface oxide zone at Prospect D is known as Prospect DA and may represent a potentially open pittable deposit.

High Grade Shell Cu >0.4% Lateral extension to be drilled Proposed drilhole Drill Intercepts >4% Cu 0.4 - 1% Cu 2 - 4% Cu 0.2 - 0.4% Cu 1 - 2% Cu <0.2% Cu

The surface geology of Prospect D is shown in Figure 7.

Home of Bullion South Lode 0

20

40

60

80 100

200

Metres

Longitudinal Section

21.012 11aug21

Figure 6: Long Section, South Lode, Home of Bullion

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406,000mE

N

408,000mE

410,000mE

412,000mE

7,648,000mN

ARUNTA PROJECT Prospect D

rt

7,646,000mN

S

a tu

H

i

w gh

ay

Figure 7: Geology of Prospect D

EL 23186

PDRC001 6m @ 1.4% Cu, 5726ppm Ni

PDRC004 5m @ 1.7% Cu, 5864ppm Ni

High Grade Zone tra 7,644,000mN ck

PDRC008 8m @ 2.2% Cu, 1567ppm Ni

7,642,000mN

PDV6 Malachite stained dolerite

Gabbro

Arunta Project

Prospect D Geology

Drillhole 0

0.5

Kilometres

1

1.5

Aeolian deposits Alluvial deposits Residual deposits

Quaternary sediments Granite Hatches Creek Group 21.010 9feb21

Lithium exploration: Pegmatite dykes have been mapped widely in the Arunta Complex and may occur in the Barrow Creek tenement. These pegmatites, which are related to granites, have potential for the discovery of lithium mineralisation associated with spodumene and other mineral species. No sampling and assaying nor any drilling activities have been carried out in the past for lithium.

Work program and budget: Eastern Metals has reviewed available data for the Arunta Project and has prepared a two-year work program and budget.

Key activities proposed by the Company are as follows: 1.

Complete technical review of project geological, geochemical and geophysical data for the Home of Bullion area;

2.

Geological and mineralisation modelling of existing data from Prospect D to define new drill targets;

3.

Community, landowner and native title holder consultation. Review and renewal of various agreements. Heritage surveys as required;

4.

Two campaigns of RC and diamond drilling designed to increase the Mineral Resource at the Home of Bullion deposit;

5.

Revise the resource estimate for Home of Bullion deposit and conduct metallurgical test work and preliminary feasibility studies;

6. Follow up RC and diamond drilling at Prospect D based on the results of the modelling in (2) above; 7.

Review of geological and geophysical data from the Redback, Anvil and Tin Can Camp prospects and generate targets for deeper drilling;

8. Regional geological reconnaissance mapping and rock chip sampling of pegmatites for lithium; and 9.

New prospect generation.

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COMPANY INFORMATION, INDUSTRY AND REGIONAL OVERVIEW

The proposed budget for the Arunta Project is set out in the following table.

MINIMUM RAISE $4.5 MILLION Activity

MAXIMUM RAISE $6.0 MILLION

Year 1

Year 2

Total

Year 1

Year 2

Total

$400,000

$650,000

$1,050,000

$640,000

$850,000

$1,490,000

$40,000

$40,000

$80,000

$40,000

$100,000

$140,000

Metallurgy and feasibility

–

$80,000

$80,000

$30,000

$140,000

$170,000

New prospect generation

–

–

–

$25,000

$40,000

$65,000

$440,000

$770,000

$1,210,000

$735,000

$1,130,000

$1,865,000

Drilling and sampling Other exploration

Totals

As with all exploration budgets, the work programs and consequently the budgets will change to reflect changes brought about by results of earlier programs.

4.3 COBAR PROJECT Browns Reef is a polymetallic deposit developed in the Preston Formation, a sedimentary sequence of Devonian age. It is close to the Woorara Fault, a regional-scale structure that may have formed a pathway for mineralising fluids. Browns Reef is a stratabound or stratiform deposit that was discovered in the late 19th century with shallow shafts sunk in the 1930s and was worked briefly for gold. The lode trends north north-west where the Preston Formations consists of steeply dipping volcanic sandstones, siltstones and black shales. The lode contains pyrite, sphalerite, and galena, along with minor gold and chalcopyrite mineralisation.

Modern exploration commenced in the 1970s when 6 diamond holes were drilled. Since then, several drilling programs have been completed by various tenement holders.

The locations of the three tenements are shown in Figure 8.

Browns Reef Browns Reef is a polymetallic deposit developed in the Preston Formation, a sedimentary sequence of Devonian age. It is close to the Woorara Fault, a regional-scale structure that may have formed a pathway for mineralising fluids. Browns Reef is a stratabound or stratiform deposit that was discovered in the late 19th century with shallow shafts sunk in the 1930s and was worked briefly for gold. The lode trends north north-west where the Preston Formations consists of steeply dipping volcanic sandstones, siltstones and black shales. The lode contains pyrite, sphalerite and galena, along with minor gold and chalcopyrite mineralisation.

Modern exploration commenced in the 1970s when 6 diamond holes were drilled. Since then, several drilling programs have been completed by various tenement holders.

Outcrop of the prospective Preston Formation in the Browns Reef tenement is poor. Most of the bedrock is covered by Quaternary colluvium, alluvial and minor aeolian material. Elsewhere within the tenement Tertiary basalts also obscure the basement rocks.

The known deposit at Browns Reef occupies a small part of the tenement. Most of the deeper drilling to date has been confined to a zone about 2.7 kilometres long in the central to southern part of the tenement where the Preston Formation dips steeply to the west.

An Exploration Target was estimated in 2015, which was based on the results of a total of 52 diamond drill holes and 22 RC holes.

Holes were spaced on sections between 60 metres and 200 metres apart in the main mineralised zone. The reported Exploration Target estimate is 27 to 37 million tonnes averaging between 1.3-1.4% zinc, 0.6- 0.7% lead, 9-10g/t silver and 0.2-0.3% copper. The potential quantity and grade of this Exploration Target are conceptual in nature and there has been insufficient exploration to define a Mineral Resource. It is uncertain if further exploration will result in the determination of a Mineral Resource. Eastern Metals confirms that it is not in possession of any new information or data that materially impacts on the reliability of this estimate.

A long section for that part of the Browns Reef deposit that has been drilled is shown in Figure 9.

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300,000mE

400,000mE

Figure 8: Locations of the Company’s Cobar Project Tenements

500,000mE

6,600,000mN

N

Endeavor

6,500,000mN

CSA Great Cobar New Occidental Cobar Peak

Girilambone Tritton

Cobar

Nyngan

Mt Boppy

COBAR TROUGH Wirlong Mine Federation

Dominion

Mallee Bull

May Day 6,400,000mN

Nymagee Hera

EL 9180

Wagga Tank Southern Nights

Mineral Hill

Ivanhoe Condobolin EL 6321 Browns Reef Reef Browns

EL 9136 Lake Cargelligo

6,300,000mN

Hillston

Broken Hill

Cobar

Cobar Trough

COBAR PROJECT

COBAR T R O U G H West Wyalomg

Sydney

Griffith

6,200,000mN

Eastern Metals tenements

Ardlethan

Geological Survey NSW Mineral Allocation Area (MAA) Mine, Mineral Deposit

Cobar Project

Locality Diagram

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10

20

30

40

50

Kilometres

100 21.002 23jun21

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COMPANY INFORMATION, INDUSTRY AND REGIONAL OVERVIEW

Figure 9: Long Section, Browns Reef As shown in Figure 9, the mineralisation has been extensively drill tested in its central section, but there is only limited deep drilling at the northern and southern ends of the areas drilled. Of particular interest, at the southern end, are two intersections of high-grade mineralisation in holes BS0002A of 9.3 metres averaging 5.1% Zn, 2.8% Pb and 0.2% Cu, and hole BD005 of 3.7 metres averaging 5.8% Zn, 3.2% Pb and 0.8% Cu, while at the northern end hole BRD013 returned an intersection of 7.0 metres averaging 5.5% Zn, 2.3% Pb, 0.5% Cu, 20.2 g/t Ag and 0.5 g/t Au. These high-grade intersections, which are open along strike and at depth, have not been followed up at depth and present attractive targets for the Company.

Lead isotope data suggests Browns Reef could be similar to the New Cobar and CSA base and precious metal systems at Cobar.

Eastern Metals has also reviewed available data of a more regional scale within the Browns Reef tenement. An “exploded” block model of the tenement’s interpreted geology is shown in Figure 10.

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Broken Hill

Cobar

Browns Reef

C

COBAR PROJECT

C’ C’

Sydney N

B

A

B’ B’

A’ A’

Tertiary Basalt Upper sediments Preston Formation Clements Formation 0

1

2

Kilometres

EL 6321, Browns Reef

Geological Block Model 21.004 9feb21

Figure 10: “Exploded” Cross Sectional Blocks at Browns Reef As shown in Figure 10, the prospective Preston Formation forms a synclinal structure in which the keel moves progressively deeper from the southern-most section, line A-A’, to line B-B’ and on to the northern-most section, line C-C’. The eastern limb of the Preston Formation dips steeply to the west while the western limb dips steeply to the east. These two limbs sub-crop in places but are largely covered by Recent soils and Tertiary basalt. The Preston Formation is interpreted to be repeated to the west at depth due to faulting, but there is no surface projection of this part of the unit within the tenement. The locations of the section lines are shown in plan view in Figure 11. The limbs of the syncline are at their furthest apart between lines B-B’ and C-C’.

In other words, the Preston Formation appears to lie within an extensive regional basinal structure formed by a north-plunging syncline in the south, and a south-plunging syncline in the north. This is a simplified interpretation, and the reality is likely to be more complex, due to local faulting. Figure 11 shows that the eastern and western limbs of the Preston Formation within this structure are over one kilometre apart in the centre of the structure, but less than 400 metres apart in the extreme northern and southern parts of the tenement.

Including both limbs, there is approximately 18 linear-kilometres of Preston Formation developed within the tenement, but the area drilled in detail is less than 3 kilometres long and is confined to the southern central part of the eastern limb. Eastern Metals believes there is good exploration potential elsewhere in the Preston Formation where no deep drilling has been carried out in the past.

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COMPANY INFORMATION, INDUSTRY AND REGIONAL OVERVIEW

6,318,000mN

432,000mE

Broken Hill

Cobar

EL 6321

436,000mE

440,000mE

N

EL 9136

COBAR PROJECT Sydney

NSWGS Airborne Electromagnetic Anomaly

EL 6321 Lake Cargelligo oo

ra ra

6,314,000mN

W

Hole BRD013: 301.2-308.2m 7.0m @ 5.5% Zn, 2.3% Pb, 0.5% Cu, 20g/t Ag, 0.5g/t Au RAB Pb-Zn anomaly highlights the mineralisation potential of the Preston Formation to the west

C’

B’ C

Fau

Area of Preston Formation with no geochemical sampling data

lt

B ,450N ,312,4 tion 6,3 Secti

Hole BD005: 417.3-421.0m 3.7m @ 5.8% Zn, 3.2% Pb, 0.8% Cu, 35g/t Ag, 0.04g/t Au

A

Tertiary Basalt

Hole BS0002A: 256.7-266.0m 9.3m @ 5.1% Zn, 2.8% Pb, 0.2% Cu, 13g/t Ag, 0.05g/t Au

Ural Volcanics Upper sediments

6,310,000mN

A’

Preston Formation Interpreted Preston Fm Structure Lower sediments Clements Formation

EL 6321, Browns Reef

Geological Map

0

0.5

1

2

Kilometres

21.003 23jun21

Figure 11: Geology of the Browns Reef Tenement Eastern Metals has developed a two-year work program and budget for the Browns Reef tenement. Key activities proposed by the Company are as follows.

1.

Complete technical review of project geological, geochemical and geophysical data;

2.

Community and landowner consultation and renewal of access and compensation agreements;

3.

RAB drilling on traverses crossing the interpreted western and southern zones of the prospective Preston Formation, focusing on areas where the Preston Formation is likely to sub-crop in windows between Tertiary basalt cover, and in areas of potentially favourable structures like the northern and southern noses of the interpreted syncline;

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4.

Drill one or more inclined RC/diamond holes to follow-up high grade Cu-Pb-Zn intersections in previous holes BS0002A (9.3m averaging 5.1% Zn, 2.8% Pb, 0.2% Cu) and BD005 (3.7m averaging 5.8% Zn, 3.2% Pb, 0.8% Cu) towards the southern end of the area previously drilled;

5.

Drill one or more RC/diamond holes to follow up high-grade zone where a previous hole BRD013 returned an intersection of 7 metres averaging 5.5% Zn, 2.3% Pb, 0.5% Cu 20.2 g/t Ag and 0.5 g/t Au towards the northern end of the area previously drilled, together with down-hole geophysical surveys;

6. Ground checking of the anomaly recognised in the NSWGS/MinEx CRC airborne EM data; 7.

Deep RC/diamond holes to test targets defined from RAB drilling on the western limb of the Preston Formation;

8. Prepare a resource estimate for the Browns Reef deposit, with a focus on high grade zones; and 9.

Generate new targets for the Cobar Project.

Tara and Bothrooney In addition to EL 6321 Browns Reef, Eastern Metals also holds two other tenements, EL 9180 Tara and EL 9136 Bothrooney which together with Browns Reef form the Company’s Cobar Project.

The Tara tenement covers an area of 352 square kilometres and is located 120 kilometres south of Cobar. The basement geology comprises mostly Silurian Erimeran Granite apart from the southeast corner where Ordovician slates of the Tallebung Group outcrop. Some inliers of these sediments are also present within the granite batholith.

Several companies have previously held exploration titles over parts of EL 9180. Electrical geophysical anomalies associated with narrow lenses of gossanous slate were tested with two diamond drill holes totaling 551 metres at the Tara prospect. Both holes intersected graphitic sediments containing disseminated pyrite but with no associated base metal mineralisation. Other ground exploration has mostly been limited to reconnaissance surveys with no notable success.

EL 9180 is situated immediately east of the northern end of the NSW Geological Survey North Cobar MMA area. Minor biogeochemical and hydrogeochemical (water bore) sampling has been conducted across the tenement as part of the government’s MinEx CRC program designed to stimulate mineral exploration in NSW. The proposed exploration program for EL 9180 Tara of the Cobar Project is as follows: 1.

Complete technical review of previous company geological, geochemical and geophysical data;

2.

Community and landowner consultation and negotiation of access and compensation agreements;

3.

Regional geological reconnaissance mapping and sampling;

4.

Follow-up anomalous NSWGS MinEx/CRC hydrogeochemical targets and evaluate potential for geobotanical sampling; and

5.

Define targets for grid-based ground geophysics, RAB geochemical sampling and deeper drilling.

EL 9136 is an elongate tenement that adjoins EL 6321 to the east. The tenement covers the northern and southern extensions of the Woorara Fault zone beyond the boundary of the Browns Reef tenement. The Woorara Fault is a major north-south trending thrust that marks the eastern margin of the Rast Trough. At Browns Reef the Woorara Fault is located at the base of the stratigraphy that is host to the Zn-Pb-Cu mineralisation and may have played an important role in the formation of the deposit.

The surface geology of the tenement comprises mostly Quaternary and Tertiary sediments deposited on the flood plains of the Lachlan River and its tributary Booberoi Creek. Small areas of crystalline Ural Volcanics outcrop in the north and south. Tertiary basalt flows cross both EL 6342 and EL 9136 in the region near the township of Lake Cargelligo.

There are no significant mineral deposits known within the tenement. Past exploration programs have been conducted by several companies and work conducted includes airborne magnetic surveys to define targets for follow up investigation. None of the anomalies located within the tenement yielded significant results from ground surveys that in some cases included minor RAB drilling.

The proposed exploration program for EL 9136 Bothrooney is as follows: 1.

Complete technical review of previous company geological, geochemical and geophysical data;

2.

Community and landowner consultation and negotiation of access and compensation agreements;

3.

Regional geological reconnaissance mapping and sampling; and

4.

Define targets for grid-based ground geophysics, RAB geochemical sampling and deeper drilling.

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COMPANY INFORMATION, INDUSTRY AND REGIONAL OVERVIEW

Proposed budget – Cobar Project: The proposed budget for the Cobar Project is set out in the following table.

MINIMUM RAISE $4.5 MILLION Activity Geophysics

MAXIMUM RAISE $6.0 MILLION

Year 1

Year 2

Total

Year 1

Year 2

Total

–

$40,000

$40,000

–

$50,000

$50,000

Drilling and sampling

$300,000

$721,000

$1,021,000

$440,000

$921,000

$1,361,000

Other exploration

$100,000

$130,000

$230,000

$150,000

$180,000

$330,000

–

–

–

$25,000

$40,000

$65,000

$400,000

$891,000

$1,291,000

$615,000

$1,191,000

$1,806,000

New prospect generation Totals

As with all exploration budgets, the work programs and consequently the budgets will change to reflect changes brought about by results of earlier programs.

4.4 THOMSON PROJECT Eastern Metals’ third project, the Thomson Project, consists of two exploration licences, ELs 9194 Harrier and 9190 Falcon.

The location of these tenements is shown in Figure 12. The tenements are approximately 250 kilometres northwest of Cobar, mid-way between Cobar and Tibooburra, and 280 kilometres west of Bourke. EL 9194 is of 54 units or approximately 160.1 square kilometres, and EL 9190 is of 437 units or approximately 1,290.9 square kilometres.

The basement rocks in the project area form part of the Thomson Orogen, but these rocks are covered by younger sediments of the Eromanga Basin and do not outcrop within the tenements. Targets in the basement beneath the cover rocks are the focus of the Company’s exploration activities.

The Thomson Orogen is one of the most poorly understood major orogenic belts in Australia. It covers a vast area of southcentral Queensland and extends into northwestern New South Wales, where the Company’s tenements are located. The southern part of the Thomson Orogen is a major east-west oriented structure that runs broadly parallel to the Queensland-New South Wales border. Aeromagnetic data can be used to map structures in the basement, as well as to identify key anomalies that may be associated with mineralisation.

Basement rocks in the Thomson Orogen have long been acknowledged as potential hosts to mineralisation, but the depth of cover and the lack of quality past exploration data had held back private sector activities until a cooperative program between the Geological Surveys of Queensland and New South Wales and Geoscience Australia that commenced in 2005 led to a better understanding of the regional potential. High quality aeromagnetic data became available from this program, and this led to drill testing of some of the anomalies by a small number of companies. Interpretations of lithologies intersected in this drilling suggest that the basement rocks in the area of the Company’s tenements may be equivalent to those of the Cobar Basin, and therefore potentially prospective for the discovery of similar styles of mineralisation.

Eastern Metals’ exploration targets within the Thomson Project tenements are copper-gold and lead-zinc-silver deposits similar to the Great Cobar and CSA copper-gold mines, and the Endeavor lead zinc mine. These types of deposits are generally steeply dipping, or pipe-like, with little surface geological or geochemical expression. However, the ore systems typically contain magnetic material, mainly the iron-sulphide mineral pyrrhotite, and can be identified using ground or airborne magnetic surveys.

The magnetic anomalies associated with the Cobar deposits are generally very localised, discrete “bullseye” type anomalies.

The key magnetic anomalies in the Company’s Thomson Project tenements are shown in Figures 13 and 14.

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144°E

145°E

146°E

Figure 12: Location of the Thomson Project

N

Or

Tho

oge

n

143°E

mson

30°S

Broken Hill

THOMSON

THOMSON PROJECT

OROGEN

Cobar

Sydney

EL 9194 Harrier

EL 9190

31°S

Falcon

DELAMERIAN OROGEN Eromanga Basin cover

Granite intrusions

Mulga Downs Group

Girilambone Group

Cobar Shelf rocks

Delamerian Orogen

Cobar Basin rocks

Drillhole mineralised, barren

LACHLAN OROGEN

Endeavor CSA Great Cobar Peak Gold Mine

Tritton

Cobar

Thomson Project

Locality Diagram

0

10

20 30 40 50

100

Kilometres

21.007 23jun21

143° 05' E

143° 10' E

EL 9194 - HARRIER

Figure 13: Aeromagnetic Anomalies, EL 9194 Harrier

N

30° 10' S

H2

Thomson Project

EL 9194, Magnetic Image

0

0.5

2

mson

EL 9194

Target anomaly 1

Or

Tho

H1

oge

THOMSON PROJECT

n

30° 15' S

H1

3

Broken Hill

Cobar

Sydney

Kilometres 21.016 24jun21

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COMPANY INFORMATION, INDUSTRY AND REGIONAL OVERVIEW

143° 45' E

143° 30' E

144° 00' E

144° 15' E

F30

Tho

F1 F38

mson

EL 9190 Broken Hill

F2

Cobar

Sydney

F4 F5

30° 45' S

THOMSON PROJECT

n

F17

oge

F16

Or

30° 30' S

N

F6

F3

EL 9190 - FALCON FA

FD

FC FB

F39 Thomson Project

EL 9190, Magnetic Image

F39 0

Target anomaly 10

Kilometres

20 21.017 24jun21

Figure 14: Key Aeromagnetic Anomalies, EL 9190 Falcon Previous companies have attempted to drill test some of the anomalies shown in Figures 13 and 14. The Company believes, in most cases, this drilling has been too shallow, or the holes have deviated off target and failed to satisfactorily test the source of the anomalies. In many cases, modelling suggests that insufficient magnetic material has been intersected to account for the magnetic anomalies.

However, many holes drilled on these anomalies intersected spotty, anomalous base and precious metal values and alteration indicative of possible proximity to significant mineral systems within Cobar Basin-style rocks.

Very high-quality aeromagnetic data is now available for this area. Using this data, and the results of previous drilling, Eastern Metals has selected a set of “bullseye” magnetic anomalies that show similar characteristics to those associated with Cobar mineral deposits. Careful geophysical modelling of these anomalies can be used to derive targets for drilling designed to intersect the main causative magnetic bodies for each anomaly.

Target generating exploration costs can be kept to a minimum and can be drill tested without the need for additional field work because the existing aeromagnetic data is of high quality.

Proposed work program and budget: Key activities proposed by the Company for each of ELs 9194 Harrier and 9190 Falcon are as follows: 1.

Complete technical review of previous company geological, geochemical and geophysical data;

2.

Carry out geophysical modelling on Endeavour-type magnetic anomaly targets;

3.

Design drill testing programs for the highest priority anomaly targets;

4.

Prepare presentations, conduct joint venture negotiations. Introduce a funding party; and

5.

Attend joint venture meetings and review results. Provide project input.

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The proposed budget for the Thomson Project is set out in the following table.

MINIMUM RAISE $4.5 MILLION Activity Drilling and sampling

Year 1

Year 2

MAXIMUM RAISE $6.0 MILLION Total

Year 1

Year 2

Total

–

–

–

–

–

–

Other exploration

$75,000

$100,000

$175,000

$75,000

$125,000

$200,000

Totals

$75,000

$100,000

$175,000

$75,000

$125,000

$200,000

As with all exploration budgets, the work programs and consequently the budgets will change to reflect changes brought about by results of earlier programs.

4.5 PROPOSED BUDGET – ALL THREE PROJECTS The proposed budget for all three Projects is set out in the following table.

MINIMUM RAISE $4.5 MILLION Project

Year 1

MAXIMUM RAISE $6.0 MILLION

Year 2

Total

Year 1

Year 2

Total

Arunta Project

$440,000

$770,000

$1,210,000

$735,000

$1,130,000

$1,865,000

Cobar Project

$400,000

$891,000

$1,291,000

$615,000

$1,191,000

$1,806,000

$75,000

$100,000

$175,000

$75,000

$125,000

$200,000

$915,000

$1,761,000

$2,676,000

$1,425,000

$2,446,000

$3,871,000

Thomson Project Totals

As with all exploration budgets, the work programs and consequently the budgets will change to reflect changes brought about by results of earlier programs.

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INVESTMENT RISKS

5

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Section 5

Investment Risks As with any investment, there are risks involved with investing in the Company. This Section 5 seeks to identify the major areas of risk associated with an investment in the Company, but it should not be viewed as an exhaustive list of all risk factors to which the Company and its Shareholders are exposed.

Potential investors should be aware that the risks outlined in this Section 5 should be considered in conjunction with the other information in this Prospectus. In deciding whether or not to invest in the Company, potential investors should read this Prospectus in its entirety and consult their professional advisors before deciding whether to apply for Shares.

5.1 SPECIFIC RISKS In addition to the general market and economic risks noted in Section 1.5, investors should be aware of the risks specific to an investment in the Company. The major risks are described below.

(a) Conditional prospectus Completion of the Offer in this Prospectus is dependent on the following conditions being satisfied or waived: (1) Eastern Metals receiving subscriptions for Shares to raise a minimum of $4,500,000 and up to a maximum of $6,000,000 under the Offer; (2) all relevant parties referred to in section 13.2 entering into restriction agreements as required by ASX; and (3) Eastern Metals obtaining a conditional admission letter from ASX on terms satisfactory to Eastern Metals’ Directors, acting reasonably.

There is no certainty that the above conditions will be satisfied. If these conditions are not met then the listing of Eastern Metals on ASX will not proceed, and all Application Monies received will be returned to Applicants without interest.

(b) Future capital requirements Eastern Metals has no operating revenue. As is typical for exploration companies that do not have cash generating businesses, Eastern Metals’ ability to meet its on-going operating costs and capital expenditure requirements will ultimately involve expenditure that exceeds the estimated cash resources that Eastern Metals is expected to have.

(c) COVID-19 impact risk The global economic outlook is facing uncertainty due to the current COVID-19 (Novel Coronavirus) pandemic, which has been having, and is likely to continue to have, a significant impact on global capital markets, metal prices and foreign exchange rates.

While to date COVID-19 has not had any material impact on the Company’s activities, should any Company personnel, consultants or contractors be infected, it could result in the Company’s activities being suspended or otherwise disrupted for an unknown period of time, which may have an adverse impact on the Company’s operations as well as an adverse impact on the financial condition of the Company.

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INVESTMENT RISKS

Supply chain disruptions resulting from the COVID-19 pandemic and measures implemented by governmental authorities around the world to limit the transmission of the virus (such as travel bans and quarantining) may, in addition to the general level of economic uncertainty caused by the COVID-19 pandemic, also adversely impact the Company’s activities, financial position and prospects.

(d) Exploration and evaluation risk The future value of Eastern Metals will depend on its ability to find and develop resources that are economically recoverable within its tenements. Mineral exploration and development are inherently highly speculative and involve a significant degree of risk. There is no guarantee that it will be economic to extract these resources or that there will be commercial opportunities available to monetise these resources. The circumstances in which a mineral deposit becomes or remains commercially viable depends on a number of factors. These include the particular attributes of the deposit, such as size, concentration and proximity to infrastructure as well as external factors such as supply and demand. These, along with other factors such as maintaining title to tenements and consents, successful design and construction, commissioning and operating of projects and processing facilities may result in projects not being developed, or operations becoming unprofitable.

Furthermore, while the Company has confidence in its existing projects, should those projects not prove profitable and the Company is unable to secure new exploration areas and resources, there could be a material adverse effect on the Company’s prospects for metalliferous exploration and its success in the future.

(e) Mineral Resource and Exploration Target estimates Mineral Resource estimates and Exploration Targets are expressions of judgment based on knowledge, experience and industry practice, prepared in accordance with the JORC Code. These estimates are imprecise and depend to some extent on interpretations, which may ultimately prove to be inaccurate and require adjustment or, even if valid when originally calculated, may alter significantly when new information or techniques become available. As further information becomes available through additional drilling and analysis the estimates are likely to change. Any adjustments to Mineral Resource or Exploration Target estimates could affect the Company’s exploration and development plans which may, in turn, affect the Company’s performance.

(f) No history of production Eastern Metals’ properties are at the exploration stage only. Eastern Metals does not have any interest in mineral producing properties. There is no assurance that commercial quantities of base or precious metals will be discovered at any of the properties of Eastern Metals or any future properties, nor is there any assurance that the exploration or development programs of Eastern Metals thereon will yield any positive results. Even if commercial quantities of base or precious metals are discovered, there can be no assurance that any property held by Eastern Metals will ever be brought to a stage where metals can profitably be produced. Factors which may limit the ability of Eastern Metals to produce base and precious metals from its properties include, but are not limited to, commodity prices, availability of additional capital and financing and the nature of any base or precious metals deposits discovered.

(g) Commercialisation, infrastructure access and contractual risks Eastern Metals’ potential future earnings, profitability, and growth are likely to be dependent upon the Company being able to successfully implement some or all of its commercialisation plans detailed in Section 4. The ability for the Company to do so is further dependent upon a number of factors, including matters which may be beyond the control of the Company. In addition, Eastern Metals may not be successful in securing identified customers or market opportunities.

Eastern Metals is a party to various contracts, including those summarised in Section 12. Whilst the Company will have various contractual rights in the event of non-compliance by a contracting party, no assurance can be given that all contracts to which Eastern Metals is a party will be fully performed by all contracting parties. Additionally, no assurance can be given that if a contracting party does not comply with any contractual provisions, Eastern Metals will be successful in securing compliance.

(h) Environmental risks The Company’s operations and projects are subject to the laws and regulations of all jurisdictions in which it has interests and carries on business, regarding environmental compliance and relevant hazards.

These laws and regulations set standards regulating certain aspects of health and environmental quality and provide for penalties and other liabilities for the violation of such standards. They also establish, in certain circumstances, obligations to rehabilitate current and former facilities and locations where operations are or were conducted.

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As with most exploration projects operations, the Company’s activities are expected to have an impact on the environment.

Significant liability 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 owners of property acquired by the Company, or non-compliance with environmental laws or regulations. It is the Company’s intention to minimise this risk by conducting its activities to the highest standard of environmental obligation, including compliance with all environmental laws and where possible, by carrying appropriate insurance coverage.

There is also a risk that the environmental laws and regulations may become more onerous, making the Company’s operations more expensive. Amendments to current laws, regulations and permits governing operations and activities of mineral exploration companies, or more stringent implementation thereof, could have a material adverse impact on the Company and cause increases in exploration expenses, capital expenditures or production costs or reduction in levels of production at producing properties or require abandonment or delays in development of new properties.

(i) Climate change risks Climate change has the potential to affect the Company and its business in several ways. At the exploration stage access to groundwater for use in drilling activities could be contested by demands from other water users including pastoralists, and extreme heat events could cause heat stress for workers in the field. At the production stage climate change has the potential to affect buildings and built structures. Rising temperatures could lead to increased evaporation and erosion from tailings ponds.

Higher rainfall may result in increased percolation into waste stockpiles and potentially increase acid rock drainage problems.

It is unlikely that rising sea levels associated with climate change would impact the Company’s operations.

(j) Access to contractors Eastern Metals has a small management team and relies on access to experienced consultants and contractors to carry out much of its activities. In buoyant markets for junior miners there is competition for access to contractors and in particular to drilling contractors.

(k) Tenement risks The rights to mineral tenements carry with them various obligations which the holder is required to comply with in order to ensure the continued good standing of the tenement and, specifically, obligations in regard to minimum expenditure levels and responsibilities in respect of the environment and safety. Failure to observe these requirements could prejudice the right to maintain title to a given tenement and result in government action to forfeit a tenement or tenements.

There is no guarantee that current or future exploration tenement applications or existing tenement renewals will be granted, that they will be granted without undue delay, or that the Company can economically comply with any conditions imposed on any granted exploration tenements.

Two of the Company’s tenements in the Cobar Project area, ELs 6321 and 9180, lie within the South Cobar Mineral Allocation Area (MAA). Explorers are not permitted to lodge applications for Group 1 exploration licences within MAAs unless invited to do so by the Minister’s delegate. Such an invitation will only be issued following an expression of interest process which invites applications from any interested explorers. It is possible that even if the Company’s exploration activities in these tenements are encouraging and the Company is minded to apply for new tenements in this area, that the Company may not win approval to apply for new tenements following a new expression of interest program, and that the Minister may grant approval to a competing company.

Any parts of EL 6321 or EL 9136 which may be relinquished in the future would fall within the MAA and it may be more difficult for the Company to re-apply for the relinquished portions than it would be absent the MAA restrictions.

(l) Title risk All of the tenements in which the Company has an interest may be subject to application for renewal from time to time. Renewal of the term of each tenement is subject to applicable legislation. If the tenement is not renewed for any reason, the Company may suffer significant damage through loss of the opportunity to develop and discover any mineral resources on that tenement.

Although the Company has taken steps to verify the title to the properties in which it has or has a right to acquire an interest, in accordance with industry standards for the current stage of exploration of such properties, these procedures do not guarantee title. Title to properties may be subject to unregistered prior agreements or transfers and may also be affected by undetected defects or other stakeholder rights.

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INVESTMENT RISKS

(m) Native title and Aboriginal heritage In relation to tenements which the Company has an interest in or will in the future acquire such an interest, there may be areas over which legitimate common law native title rights of Aboriginal Australians exist. If native title rights do exist, the ability of the Company to gain access to tenements (through obtaining consent of any relevant landowner), or to progress from the exploration phase to the development and mining phases of operations may be adversely affected.

Please refer to the Solicitor’s Report on Tenements in Section 8 of this Prospectus for further details of the applicable Native Title claims and Aboriginal heritage sites.

(n) Sovereign risk The Company’s exploration and potential development activities are to be carried out in the Northern Territory and New South Wales. As a result, the Company will be subject to political, social, economic and other uncertainties including, but not limited to, changes in policies or the personnel administering them, foreign exchange restrictions, changes of law affecting foreign ownership, currency fluctuations, royalties and tax changes in the Northern Territory, New South Wales and Australia.

(o) Changes in commodity price The Company’s possible future revenues may be derived mainly from the sale of base and precious metals.

Consequently, the Company’s potential future earnings will likely be closely related to the price of base and precious metals.

Metal prices fluctuate and are affected by numerous industry factors including demand for particular resources, forward selling by producers, production cost levels in major producing regions and macroeconomic factors, for example inflation, interest rates, currency exchange rates and global and regional demand for, and supply of, metals. If the Company is producing metals and the market price of metals were to fall below the costs of production and remain at such a level for any sustained period, the Company would experience losses and could have to curtail or suspend some or all of its proposed activities. In such circumstances, the Company would also have to assess the economic impact of any sustained lower commodity prices on recoverability.

(p) Operational risk If the Company decides to develop base or precious metal production operations in the future, the activities of the Company including exploration and processing may be affected by a range of factors. These include failure to achieve the predicted grade in exploration, processing, technical difficulties encountered in commissioning and operating plant and equipment, mechanical failure, which affect extraction rates and costs, adverse weather conditions, industrial and environmental accidents, industrial disputes, unexpected shortages and increases in the costs of consumables, spare parts, plant and equipment.

(q) Sustainability of growth and margins The sustainability of growth and the level of profit margins from operations are dependent on a number of factors outside of the Company’s control. Industry margins in the metals sector are likely to be subject to continuing but varying pressures, including competition from other current or potential suppliers.

(r) Failure to satisfy expenditure commitments and licence conditions Interests in tenements in the Northern Territory and New South Wales are governed by the mining acts and regulations that are current in those jurisdictions and are evidenced by the granting of licences or leases. Each licence or potential lease is for a specific term and carries with it annual expenditure and reporting commitments, as well as other conditions requiring compliance.

Consequently, the Company could lose title to or its interest in the tenements if licence conditions are not met or if insufficient funds are available to meet expenditure commitments.

Please refer to the Solicitor’s Report on Tenements in Section 8 of this Prospectus for further details of the applicable licence conditions.

(s) Mine development Possible future development of a mining operation at any of the Company’s Projects is dependent on a number of factors including, but not limited to, the acquisition and/or delineation of economically recoverable mineralisation, favourable geological conditions, receiving the necessary approvals from all relevant authorities and parties, seasonal weather patterns, unanticipated technical and operational difficulties encountered in extraction and production activities, mechanical failure of operating plant and equipment, shortages or increases in the price of consumables, spare parts and plant and equipment, cost overruns, access to the required level of funding and contracting risk from third parties providing essential services.

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If the Company commences production, its operations may be disrupted by a variety of risks and hazards which are beyond its control, including environmental hazards, industrial accidents, technical failures, labour disputes, unusual or unexpected rock formations, flooding and extended interruptions due to inclement of hazardous weather conditions and fires, explosions or accidents. No assurance can be given that the Company will achieve commercial viability through the development or mining of its projects and treatment of ore.

(t) Competition The Company will compete with other companies, including major mining companies. Some of these companies have greater financial and other resources than Eastern Metals and, as a result, may be in a better position to compete for future business opportunities. There can be no assurance that the Company can compete effectively with these companies.

(u) Financing Eastern Metals has finite financial resources and no cash flow from producing assets and therefore will likely require additional financing in order to carry out its exploration and development activities. Eastern Metals’ ability to effectively implement its business strategy over time may depend in part on its ability to raise additional funds. There can be no assurance that any such equity or debt funding will be available to the Company on favourable terms or at all. Failure to obtain appropriate financing on a timely basis could cause Eastern Metals to have an impaired ability to expend the capital necessary to undertake or complete drilling programs, forfeit its exploration interests in certain properties, and reduce or terminate its operations entirely. If Eastern Metals raises additional funds through the issue of equity securities, this may result in dilution to the existing shareholders and/or a change of control of Eastern Metals.

(v) Management actions The success of the Company is currently largely dependent on the performance of its directors and officers.

Directors of the Company will, to the best of their knowledge, experience and ability (in conjunction with their management) endeavour to anticipate, identify and manage the risks inherent in the activities of the Company, but without assuming any personal liability for the same, with the aim of eliminating, avoiding and mitigating the impact of risks on the performance of the Company.

There is no assurance that the Company can maintain the services of its directors and officers or other qualified personnel required to operate its business. The loss of the services of these persons could have a material adverse effect on the Company and its prospects.

(w) Exchange rate risk The revenues, earnings, assets and liabilities of the Company may be exposed adversely to exchange rate fluctuations. The Company’s revenue may be denominated in Australian Dollars or a foreign currency, such as United States Dollars. As a result, fluctuations in exchange rates could result in unanticipated and material fluctuations in the financial results of the Company.

(x) Industrial risk Industrial disruptions, work stoppages and accidents in the course of the Company’s operations could result in losses and delays, which may adversely affect profitability.

(y) Insurance arrangements The Company intends to ensure that insurance is maintained within ranges of coverage that the Company believes to be consistent with industry practice and having regard to the nature of activities being conducted. No assurance however, can be given that the Company will be able to obtain such insurance coverage at reasonable rates or that any coverage it arranges will be adequate and available to cover any such claims.

Moreover, insurance against risks such as environmental pollution or other hazards as a result of exploration, development and production activities is not generally available to the Company or to other companies in the base and precious metals industry on acceptable terms. The Company might also become subject to liability for pollution or other hazards that may not be insured against or which the Company may elect not to insure against because of premium costs or other reasons. Losses from these events may cause the Company to incur significant costs that could have a material adverse effect upon its financial performance and results of operations.

(z) Land access risk Land access is critical for exploration and evaluation to succeed. In all cases the acquisition of prospective tenements is a competitive business, in which propriety knowledge or information is critical and the ability to negotiate satisfactory commercial arrangements with other parties is often essential.

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INVESTMENT RISKS

Access to land in the Northern Territory and New South Wales for exploration purposes can be affected by land ownership, including private (freehold) land, pastoral leases, other types of property interests (including easements, rights of way and the like, public roads and infrastructure), and regulatory requirements within the jurisdiction where the Company operates.

(aa) Government policy Changes in relevant taxation, interest rates, other legal, legislative and administrative regimes, and Government policies in the Northern Territory, New South Wales or at the Federal level, may have an adverse effect on the assets, operations and ultimately the financial performance of the Company. These factors may ultimately affect the financial performance of the Company and the market price of its securities.

In addition to the normal level of income tax imposed on all industries, the Company may be required to pay government royalties, indirect taxes, GST and other imposts which generally relate to revenue or cash flows but can also be based on resource recovery. Industry profitability can be affected by changes in government taxation policies.

Changing attitudes to environmental, land care, cultural heritage, together with the nature of the political process, provide the possibility for future policy changes in New South Wales and, potentially, other jurisdictions. There is a risk that such changes may affect the Company’s exploration plans or, indeed, its rights and/or obligations with respect to the tenements.

(bb) Reliance on key personnel Whilst the Company has just a few executives and senior personnel, its progress in pursuing its exploration and evaluation programs within the time frames and within the costs structure as currently envisaged could be dramatically influenced by the loss of existing key personnel or a failure to secure and retain additional key personnel as the Company’s exploration program develops. The resulting impact from such loss would be dependent upon the quality and timing of each such employee’s replacement.

Although the key personnel of the Company have a considerable amount of experience and have previously been successful in their pursuits of acquiring, exploring, evaluating and developing resources projects, there is no guarantee or assurance that they will be successful in the objectives set out in this Prospectus.

(cc) Limited operating history The Company is a relatively new exploration company with limited operating history. Eastern Metals was incorporated in 2020 and has yet to generate a profit from its activities.

Accordingly, the Company has no operating history and has limited historical financial information and record of performance.

The Company’s business plan requires significant expenditure, particularly capital expenditure, during its exploration phase.

Any future revenue and profitability from the Company’s business will be dependent upon the successful exploration and development of the Company’s permits, and there can be no assurance that the Company will achieve profitability in future.

5.2 GENERAL RISKS (a) Liquidity risk The Shares issued under the Offer will only be listed on ASX and will not be listed for trading on any other securities exchanges in Australia or elsewhere. There can be no guarantee that an active market will develop or continue, or that the market price of the Shares will increase. If a market does not develop or is not sustained, it may be difficult for investors to sell their Shares. If illiquidity arises, there is a real risk that Shareholders will be unable to realise their investment in the Company.

(b) Investment risk There are many risks associated with any stock market investment. The market price of shares can be expected to rise and fall in accordance with general market conditions and factors and there can be no certainty that, following listing, an active market for the Shares will develop.

The value of the Shares will be determined by the stock market and will be subject to a range of factors beyond the control of the Company or its Directors. These factors include movements in local and international stock exchanges, local interest rates and exchange rates, domestic and international economic and political conditions, government taxation, market supply, competition and demand and other legal, regulatory or policy changes.

The trading price after listing may also be affected by the financial and operating performance of the Company.

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(c) Share market risks (1) The market price of Shares and other securities can be expected to rise and fall in accordance with general market conditions and factors specifically affecting the Australian resources sector and exploration companies in particular.

(2) There are a number of factors (both national and international) that may affect the share market price and neither the Company nor its Directors have control of these factors.

(d) Future funding requirements Although the Directors believe that on Completion of the Offer the Company will have sufficient working capital to carry out its short-term business objectives, there can be no assurance that such objectives can be met without further financing or, if additional financing is necessary, that financing can be obtained on favourable terms or at all.

Further, if additional funds are raised by issuing equity securities, this may result in dilution for some or all of the Shareholders.

If adequate funds are not available on acceptable terms, the Company may be required to reduce the scope of its anticipated activities and may not be able to take advantage of opportunities or respond to competitive pressures.

(e) Taxation The acquisition, holding and disposal of Shares will have tax consequences, which will differ depending on the individual financial position and affairs of each investor. All potential investors in the Company are urged to obtain independent financial advice about the consequences of acquiring Shares 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.

(f) Force majeure events Acts of terrorism, an outbreak of international hostilities or fires, floods, earthquakes, labour strikes, civil wars, epidemics, pandemics and other natural disasters may cause an adverse change in investor sentiment with respect to the Company specifically or the stock market more generally, which could have a negative impact on the value of an investment in the Shares.

(g) Highly speculative nature of investment The above list of risk factors ought not to be taken as an exhaustive list of the risks faced by the Company or by investors in the Company. The above factors, and others not specifically referred to above, may materially affect the financial performance of the Company and the value of the Shares offered under the Offer. The Shares issued under the Offer carry no guarantee in respect of profitability, dividends, return of capital or the price at which they may trade on the ASX. Potential investors should therefore consider an investment in the Company as highly speculative and should consult their professional advisers before deciding whether to apply for Shares under the Offer.

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FINANCIAL INFORMATION

6

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Section 6

Financial Information 6.1 INTRODUCTION The financial information contained in this Section 6 includes the historical financial information for Eastern Metals Limited from date of incorporation to 31 May 2021 (YTD May 21).

This Section 6 contains a summary of: p

The Historical Statutory Financial Information, comprising: p

Eastern Metals unaudited Historical Statutory Statement of Profit or Loss and other Comprehensive Income for YTD May-21 (Historical Statutory Income Statements);

p

Eastern Metals unaudited Historical Statutory Statement of Cash Flows for YTD May-21 (Historical Statutory Statement of Cash Flows); and

p

Eastern Metals unaudited Historical Statutory Statement of Financial Position as at 31 May 2021 (Historical Statutory Statement of Financial Position),

(together, the Historical Statutory Financial Information); and p

Pro Forma Historical Statement of Financial Position, comprising: p

Eastern Metals unaudited Pro forma Historical Statement of Financial Position as at 31 May 2021 (Pro Forma Historical Statement of Financial Position).

The Historical Statutory Financial Information and Pro Forma Historical Statement of Financial Position is together referred to as the “Financial Information”.

Eastern Metals has a 30 June financial year end.

In addition, Section 6 summarises: p

the basis of preparation and presentation of the Financial Information (see Section 6.2);

p

information regarding certain non-IFRS financial measures (see Section 6.2(d));

p

the pro forma adjustments to the Historical Statutory Financial Information (see Section 6.5);

p

information regarding liquidity and capital resources (see Section 6.5(a));

p

information regarding Eastern Metals contractual obligations, commitments and contingent liabilities (see Section 6.5(b));

p

Eastern Metals dividend policy (see Section 6.7);

p

a description of Eastern Metals critical accounting policies (see Annexure 1);

p

the Independent Limited Assurance Report, set out in Section 9; and

p

the indicative capital structure described in Section 2.6.

The information in Section 6 should also be read in conjunction with the risk factors set out in Section 5 and other information contained in this Prospectus.

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FINANCIAL INFORMATION

All amounts disclosed in Section 6 are presented in Australian dollars (AUD) and, unless otherwise noted, are rounded to the nearest thousand. Some numerical figures included in this Prospectus have been subject to rounding adjustments. Any differences between totals and sums of components in figures or tables contained in this Prospectus are due to rounding.

6.2 BASIS OF PREPARATION AND PRESENTATION OF THE FINANCIAL INFORMATION (a) Overview and preparation and presentation of the Historical Financial Information The Directors are responsible for the preparation and presentation of the Financial Information.

The Financial Information included in this Prospectus is intended to present potential investors with information to assist them in understanding the underlying historical financial performance, cash flow and financial position of Eastern Metals.

Given the fact that Eastern Metals is in an early stage of development, there are significant uncertainties associated with forecasting the future revenues and expenses of the Company. On this basis, the Directors believe that there is no reasonable basis for the inclusion of financial forecasts in the Prospectus.

The Historical Statutory Financial Information has been prepared in accordance with the recognition and measurement principles of Australian equivalents to International Financial Reporting Standards (IFRS) issued by the Australian Accounting Standards Board. Following the listing, the Company will report under IFRS and report in AUD, which is its elected presentation currency. Eastern Metals significant accounting policies are described in Annexure 1.

The Pro Forma Historical Statement of Financial Position has been prepared in accordance with the recognition and measurement principles of Australian Accounting Standards (AAS) and IFRS other than it includes certain adjustments which have been prepared in a manner consistent with AAS and IFRS, that reflect the impact of certain transactions as if they had occurred on or before 31 May 2021.

The Financial Information is presented in an abbreviated form, and it does not include all of the presentation and disclosures, statements or comparative information required by AAS and IFRS and other mandatory professional reporting requirements applicable to general purpose financial reports prepared in accordance with the Corporations Act. In addition to the Financial Information, Section 6.2(d) describes certain non-IFRS financial measures that Eastern Metals uses to manage and report on the business that are not defined under or recognised by AAS or IFRS. Eastern Metals has no subsidiaries.

Independent Limited Assurance Report The Financial Information (as defined above) has been reviewed by RSM Corporate Australia Pty Limited in accordance with the Australian Standard on Assurance Engagements ASAE 3450: “Assurance Engagements involving Corporate Fundraisings and/or Prospective Financial Information” as stated in its Independent Limited Assurance Report set out in Section 9. Investors should note the scope and limitations of the Independent Limited Assurance Report.

(b) Preparation of the Financial Information The Financial Information has been presented on both a statutory and a pro forma basis.

The Historical Statutory Financial Information for YTD May-21 has been derived from the unaudited financial statements of Eastern Metals.

The Pro Forma Historical Statement of Financial Position has been prepared for the purpose of inclusion in this Prospectus.

The Pro Forma Historical Statement of Financial Position has been derived from the unaudited Historical Statutory Financial Information of Eastern Metals as at 31 May 2021 and adjusted for the effects of the pro forma adjustments.

Section 6.5 and the table therein sets out the pro forma adjustments to the Historical Statutory Statement of Financial Position, and a reconciliation of the Historical Statutory Statement of Financial Position to the Pro Forma Historical Statement of Financial Position. Pro forma adjustments were made to the Historical Statutory Statement of Financial Position to reflect the impact of the Offer on Eastern Metals as if it had occurred as at 31 May 2021.

In preparing the Financial Information, Eastern Metals accounting policies have been consistently applied throughout the periods presented.

Investors should note that past results are not a guarantee of future performance.

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(c) Going Concern The Financial Information has been prepared on a going concern basis, which contemplates continuity of normal business activities and realisation of assets and discharge of liabilities in the normal course of business.

The Directors believe that there are reasonable grounds that Eastern Metals will be able to continue as a going concern as a result of the proceeds raised from the Offer.

Accordingly, the board of directors believe that the Company will be able to continue as a going concern and that it is appropriate to adopt the going concern basis in the preparation of the financial information.

(d) Explanation of certain non-IFRS financial measures To assist in the evaluation of the performance of Eastern Metals, certain measures are used to report on the Company that are not recognised under AAS or IFRS. These measures are collectively referred in this Section 6 and under Regulatory Guide 230 Disclosing Non-IFRS Financial Information published by ASIC as “non-IFRS financial measures”. The principal non-IFRS financial measure that is referred to in this Prospectus is: p

Operating cash flow is EBITDA after the removal of non cash items in EBITDA (e.g., share based payments) and changes in working capital. Eastern Metals uses operating cash flow to indicate the level of operating cash flow generated from EBITDA.

Potential investors should also refer to the description of the key financial terms set out in Section 6.3.

Although the Directors believe that these measures provide useful information about the financial performance of Eastern Metals, they should be considered as supplements to the income statement or cash flow statement measures that have been presented in accordance with AAS and IFRS and not as a replacement for them. As these non-IFRS financial measures are not based on AAS or IFRS, they do not have standard definitions, and the way Eastern Metals has calculated these measures may differ from similarly titled measures used by other companies. Investors and readers of this Prospectus should therefore not place undue reliance on these non-IFRS financial measures.

6.3 SUMMARY OF THE HISTORICAL STATUTORY STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME The following table sets out Eastern Metals Historical Statement of Profit or Loss and other Comprehensive Income for YTD May-21.

Summary of the Historical Statutory Income Statement

$’000

YTD MAY-21 UNAUDITED

Operating costs Professional fees

(67)

Tenement costs

(59)

Contractors

(17)

Administration

(12)

NLBT

(155)

Income tax expense

–

NLAT

(155)

Description of the key financial terms Set out below is a description of the key financial terms used in the presentation of the Historical Financial Information: (1) Professional fees relate to consulting fees paid to Andelain Consulting Pty Ltd ($44k) in relation to the acquisition of the Barrow Creek and Browns Reef tenements from Kidman Barrow Creek and Crowl Creek respectively, EY tax advisory ($20k) and other minor consulting fees;

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FINANCIAL INFORMATION

(2) Tenement costs represents the first year’s rent and levy of the four ELs (EL9180, EL9136, EL9190 and EL9194) paid to the department of Mining Exploration and Geosciences, a division of the Department of Regional NSW (MEG) to obtain the grants of the relevant exploration licences of $42,000 and an EL application fee paid ($17,000); (3) Contractors relate to the costs incurred for the geological drawings of the prospect projects by Lidgard IT; and (4) Administration primarily includes stationary and printing and other miscellaneous expenses.

6.4 SUMMARY OF THE HISTORICAL STATUTORY STATEMENT OF CASH FLOWS The following table sets out the Historical Statutory Cash Flows for YTD May-21: Summary of the Historical Statutory Statement of Cash Flows YTD MAY-21 UNAUDITED

$’000 Operating cash flows NLBT

(155)

Net operating cash outflows

(155)

Investing cash flows Long term security deposits for tenements

(40)

Net investing cash inflows

(40)

Financing cash flows Proceeds from the pre IPO capital raising round

380

Loan from RECIM1

200

Net financing cash inflows

580

Net cash movement

385

Cash at the beginning of the financial period

–

Cash at the end of the period

385

Note: 1.

REC Investment Management Pty Ltd (RECIM) is a related party entity controlled by Robert Duffin.

Management discussion and analysis of the historical cash flows Eastern Metals is in the early stage of its business life cycle which requires accelerated investment to progress its exploration and development program. As such, historical operating cash flow has been financed through capital raisings and related party loans.

Net investing cash outflows represent the long-term security deposits paid to MEG for the four ELs (EL9180, EL9136, EL9190 and EL9194).

YTD May-21 operating and investing cash outflows have been funded by the related party loans from RECIM ($200k) and the proceeds from the pre-IPO shareholders ($380k).

6.5 HISTORICAL STATUTORY STATEMENT OF FINANCIAL POSITION AND PRO FORMA HISTORICAL STATEMENT OF FINANCIAL POSITION The following table sets out the Historical Statutory Statement of Financial Position of Eastern Metals and the pro forma adjustments that have been made to prepare the Pro Forma Historical Statement of Financial Position.

The Pro Forma Historical Statement of Financial Position is provided for illustrative purposes only and is not represented as being necessarily indicative of Eastern Metals view of its financial position upon Completion of the Offer or at a future date.

Further information on the sources and uses of funds of the Offer is contained in Section 2.5.

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Historical Statutory Statement of Financial Position and Pro Forma Historical Statement of Financial Position as at 31 May 2021 AS AT 31-MAY-21 $’000

EASTERN METALS UNAUDITED

MINIMUM PRO FORMA

MAXIMUM PRO FORMA

Current assets Cash and cash equivalents

385

4,248

5,651

Total current assets

385

4,248

5,651

Non current assets Long term security deposits

40

40

40

–

610

610

40

650

650

425

4,898

6,301

Proceeds from the pre IPO shareholders

380

–

–

RECIM loan

200

–

–

Total current liabilities

580

–

–

Total liabilities

580

–

–

Net assets

(155)

4,898

6,301

–

4,899

6,191

Exploration and evaluation expenditure Total non current assets Total assets Current liabilities

Equity Issued capital Share based payment reserve

–

1,385

1,490

Retained losses

(155)

(1,386)

(1,380)

Total equity

(155)

4,898

6,301

The following transactions and events had not occurred prior to 31 May 2021 but have taken place or will take place on or before the Allotment Date. The pro forma financial information in this Section 6 assumes that they occurred on or before 31 May 2021.

In addition, the following subsequent events and pro forma transactions will take place pursuant to the Offer:

Subsequent events: (1) Cash paid to acquire the Barrow Creek and Browns Reef tenements from Kidman Barrow Creek and Crowl Creek, respectively, amounting to $610k, inclusive of stamp duty ($10k). Refer to Section 12.2 for a summary of the Asset Sale Deed.

(2) The issue of 5,250,000 ordinary shares at $0.08 each to the pre-IPO shareholders, amounting to $420k in 26 July 2021.

Approximately $380k of these monies was received prior to 31 May 2021.

(3) The issue of 126,000 ordinary shares each to the Lead Manager in relation to the pre IPO broker services performed.

Pro-forma transactions: (1) 6,000,000 options have been granted to the two current directors and one former executive director being 4,000,000 to the managing director, 1,000,000 for the chairman and 1,000,000 to the former executive director.

(2) 2,250,000 options will be granted to two current newly appointed non-executive directors (1,000,000 each) and 250,000 to the CFO (and Company Secretary).

(3) 1,500,000 options will be granted to consultants (1,000,000 to Bob Richardson and 500,000 to Heath L Roberts) in consideration of the previous services performed for the Company.

The options have an exercise price of $0.30, a term of 3 years and vest upon IPO. The Directors have valued the options for accounting purposes using the Black Scholes option valuation methodology. The options have a fair value of $0.10 per option, and total fair value of $1,020,000.

Refer to Section 13.3 for a summary of the options.

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FINANCIAL INFORMATION

(4) The conversion of the convertible notes on 26 July 2021, with a fair value of $700,000 at a conversion price of $0.06 (a 70% discount to the IPO price), into 11,666,667 ordinary shares, which is a cashless conversion (no interest is required to be accrued on the convertible notes).

In relation to the offer, the following transactions are expected to occur: (1) The completion of the offer, raising between $4.5m (22,500,000 ordinary Shares) (Minimum Subscription) and $6m (30,000,000 ordinary Shares) (Maximum Subscription) at $0.20; and (2) (2) Total expenses (cash and non cash) associated with the minimum Offer amounting to $953,000, with $721,000 being capitalised and $212,000 being expensed and a GST credit of $20,000. Expenses associated with the maximum Offer amounting to $1.2m, with $929k being capitalised, $205,000 being expensed and a GST credit of $27,000. As at 31 May 2021, none of the Offer costs had been prepaid. Between 3,500,000 and 4,500,000 options will be granted to the lead manager based on the minimum and maximum subscription being raised and are included as part of the total Offer costs above. The options have an exercise price of $0.30, a term of 3 years and vest upon IPO. The Directors have valued the options for accounting purposes using the Black Scholes option valuation methodology and have a fair value of $0.10 per option. These options have a fair value of between $366,000 and $471,000. Refer to Section 12.1 for a summary of the Lead Manager’s mandate and to Section 13.9 for a detailed summary of the cash Offer costs.

Recognition of a deferred tax asset A deferred tax asset has not been recognised in relation to the capitalised Offer costs due to the uncertainty surrounding the economic benefits that will flow in future periods.

Refer to Section 2.6 and the following table for a detailed summary of the capital structure.

Pro forma capital structure: AS AT 31-MAY-21 $’000 As at 31 May 2021

NO. OF SHARES

ISSUED CAPITAL

RESERVES

RETAINED LOSSES

NET ASSETS

7,500,000

–

–

(155)

(155)

5,250,000

420

–

–

420

126,000

–

–

–

–

Subsequent events: Pre IPO capital raising Lead manager pre IPO capital raising costs Conversion of convertible notes

11,666,667

700

–

–

700

NED and executive options

–

–

863

(863)

–

Consultants options

–

–

157

(157)

–

24,542,667

1,120

1,019

(1,175)

965

22,500,000

4,500

–

–

4,500

(721)

366

(212)

(567)

47,042,667

4,899

1,385

(1,386)

4,898

7,500,000

1,500

–

–

1,500

(209)

105

7

(97)

6,191

1,490

(1,380)

6,301

Pre offer capital structure Pro forma transactions in relation to the minimum offer Public offer Offer costs Total (undiluted) Incremental pro forma transactions in relation to maximum offer Public offer Offer costs Total (undiluted)

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(a) Liquidity and capital resources Following completion of the Offer, the Company will have cash of $4.2m on a pro forma basis as at 31 May 2021, based on the Minimum Subscription.

The Company expects that it will have sufficient cash to meet its short- and medium-term operational requirements and other business needs.

(b) Contractual obligations, commitments and contingent liabilities Eastern Metals has no operating or finance leases.

The Company has no contingent liabilities as at 31 May 2021.

6.6 CRITICAL ACCOUNTING POLICIES Preparing financial statements in accordance with AAS requires Management to make judgements, estimates and assumptions about the application of accounting policies that affect the reported revenues and expenses, carrying values of assets and liabilities and the disclosure of contingent liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both the current and future periods. Judgements Eastern Metals has made in the application of AAS that have significant effect on the financial statements and estimates with a significant risk of material adjustments in the next financial year are disclosed, where applicable, in the relevant notes to the financial statements.

The key areas in which critical estimates and judgements are applied are in respect of tax, as described in the significant accounting policies outlined in Annexure 1.

6.7 DIVIDEND POLICY The payment of dividends by the Company is at the complete discretion of the Directors. Given the stage of development of Eastern Metals, the Directors have no current intention to declare and pay a dividend.

In determining whether to declare future dividends, the Directors will have regard to Eastern Metals’ earnings, overall financial condition, capital requirements and the level of franking credits available. There is no certainty that the Company will ever declare and pay a dividend.

ANNEXURE 1 – KEY ACCOUNTING POLICIES (a) Basis of preparation The Financial Information included in this Prospectus has been prepared in accordance with Australian Accounting Standards, Interpretations issued by the Australian Accounting Standards Board (AASB) and the Corporations Act 2001, as appropriate for for-profit oriented entities. The Financial Information also complies with International Financial Reporting Standards as issued by the International Accounting Standards Board (IASB).

(b) Income tax The income tax expense (income) for the year comprises current income tax expense (income) and deferred tax expense (income).

Current income tax expense charged to profit, or loss is the tax payable on taxable income. Current tax liabilities (assets) are measured at the amounts expected to be paid to (recovered from) the relevant taxation authority.

Deferred income tax expense reflects movements in deferred tax asset and deferred tax liability balances during the year as well as unused tax losses.

Current and deferred income tax expense (income) is charged or credited outside profit or loss when the tax relates to items that are recognised outside profit or loss.

Except for business combinations, no deferred income tax is recognised from the initial recognition of an asset or liability where there is no effect on accounting or taxable profit or loss.

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Deferred tax assets and liabilities are calculated at the tax rates that are expected to apply to the period when the asset is realised or the liability is settled and their measurement also reflects the manner in which management expects to recover or settle the carrying amount of the related asset or liability. When an investment property that is depreciable is held by the company in a business model whose objective is to consume substantially all of the economic benefits embodied in the property through use over time (rather than through sale), the related deferred tax liability or deferred tax asset is measured on the basis that the carrying amount of such property will be recovered entirely through use.

Deferred tax assets relating to temporary differences and unused tax losses are recognised only to the extent that it is probable that future taxable profit will be available against which the benefits of the deferred tax asset can be utilised.

Current tax assets and liabilities are offset where a legally enforceable right of set-off exists and it is intended that net settlement or simultaneous realisation and settlement of the respective asset and liability will occur. Deferred tax assets and liabilities are offset where: (a) a legally enforceable right of set off exists; and (b) the deferred tax assets and liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities, where it is intended that net settlement or simultaneous realisation and settlement of the respective asset and liability will occur in future periods in which significant amounts of deferred tax assets or liabilities are expected to be recovered or settle.

(c) Fair value of assets and liabilities The company measures some of its assets and liabilities at fair value on either a recurring or non-recurring basis, depending on the requirements of the applicable Accounting Standard.

Fair value is the price the company would receive to sell an asset or would have to pay to transfer a liability in an orderly (i.e., unforced) transaction between independent, knowledgeable and willing market participants at the measurement date.

As fair value is a market based measure, the closest equivalent observable market pricing information is used to determine fair value. Adjustments to market values may be made having regard to the characteristics of the specific asset or liability. The fair values of assets and liabilities that are not traded in an active market are determined using one or more valuation techniques.

These valuation techniques maximise, to the extent possible, the use of observable market data.

To the extent possible, market information is extracted from either the principal market for the asset or liability (i.e. the market with the greatest volume and level of activity for the asset or liability) or, in the absence of such a market, the most advantageous market available to the entity at the end of the reporting period (i.e. the market that maximises the receipts from the sale of the asset or minimises the payments made to transfer the liability, after taking into account transaction costs and transport costs).

For non-financial assets, the fair value measurement also takes into account a market participant’s ability to use the asset in its highest and best use or to sell it to another market participant that would use the asset in its highest and best use.

The fair value of liabilities and the entity’s own equity instruments (excluding those related to share-based payment arrangements) may be valued, where there is no observable market price in relation to the transfer of such financial instruments, by reference to observable market information where such instruments are held as assets. Where this information is not available, other valuation techniques are adopted and, where significant, are detailed in the respective note to the financial statements.

(d) Share based payments Options over ordinary shares have been granted to the managing director, non-executive directors, company secretary and CFO as part of their remunerations, and various consultants for the rendering of services. The cost of these share-based payments is measured at fair value on the relevant grant date. Fair value is independently determined using the Black-Scholes option pricing model that takes into account the exercise price, the term of the option, the impact of dilution, the share price at grant date and expected price volatility of the underlying share as well as the expected risk-free interest rate for the term of the option.

The cost of share-based payments is recognised as an expense with a corresponding increase in equity over the vesting period.

(e) Employee benefits Short term employee benefits Provision is made for the Company’s obligation for short term employee benefits. Short term employee benefits are benefits (other than termination benefits) that are expected to be settled wholly before 12 months after the end of the annual reporting period in which the employees render the related service, including wages, salaries and sick leave. Short term employee benefits are measured at the (undiscounted) amounts expected to be paid when the obligation is settled.

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The Company’s obligations for short term employee benefits such as wages, salaries and sick leave are recognised as part of current trade and other payables in the statement of financial position. The Company’s obligations for employees’ annual leave and long service leave entitlements are recognised as provisions in the statement of financial position.

Other long term employee benefits Provision is made for employees’ long service leave and annual leave entitlements not expected to be settled wholly within 12 months after the end of the annual reporting period in which the employees render the related service. Other long term employee benefits are measured at the present value of the expected future payments to be made to employees. Expected future payments incorporate anticipated future wage and salary levels, durations of service and employee departures and are discounted at rates determined by reference to market yields at the end of the reporting period on government bonds that have maturity dates that approximate the terms of the obligations. Upon the remeasurement of obligations due to changes in assumptions for other long term employee benefits, the net change in the obligation is recognised in profit or loss as part of employee benefits expense in the periods in which the changes occur.

The group’s obligations for long term employee benefits are presented as non-current provisions in its statement of financial position, except where the Group does not have an unconditional right to defer settlement for at least 12 months after the end of the reporting period, in which case the obligations are presented as current provisions.

(f) Cash and cash equivalents For the purposes of the statement of cash flows, cash and cash equivalents includes cash on hand and at bank, deposits held at call with financial institutions, other short term, highly liquid investments with maturities of three (3) months or less, that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value and bank overdrafts.

(g) Exploration and evaluation Exploration and evaluation incurred are capitalised in respect of each identifiable area of interest. These costs are only capitalised to the extent that they are expected to be recovered through the successful development of the area or where activities in the area have not yet reached a stage that permits reasonable assessment of the existence of economically recoverable reserves.

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.

(h) Goods and services Tax (GST) Revenues, expenses and assets are recognised net of the amount of GST, except where the amount of GST incurred is not recoverable from the Australian Taxation Office (ATO).

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 ATO is included with other receivables or payables in the statement of financial position.

Cash flows are presented on a gross basis. The GST components of cash flows arising from investing or financing activities which are recoverable from, or payable to, the ATO are presented as operating cash flows included in receipts from customers or payments to suppliers.

(i) Share based payment reserve Management uses valuation techniques to determine the fair value of the reserve created when options are issued to executives and service providers. This involves developing estimates and assumptions determined by reference to historical data of comparable entities over a period of time. Management bases its assumptions on observable data as far as possible but this is not always available. In that case management uses the best information available.

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Section 7

18 August 2021 The Directors Eastern Metals Limited Level 12 2021 18 August 225 George Street The Directors SYDNEY NSW 2000 Eastern Metals Limited Level Directors, 12 Dear 225 George Street SYDNEY NSW 2000 Re: INDEPENDENT TECHNICAL ASSESSMENT REPORT ON THE MINERAL PROJECTS HELD BY Dear Directors, EASTERN METALS LIMITED IN THE NORTHERN TERRITORY AND NEW SOUTH WALES Re: INDEPENDENT TECHNICAL ASSESSMENT REPORT Agricola Mining Consultants Pty Ltd (“Agricola”) has been commissioned by the Directors of ON THEMetals” MINERAL HELD BYto provide an Independent Eastern Metals Limited (“Eastern orPROJECTS the “Company”) Technical Assessment Report (“Report”) on the Arunta Project theNEW Northern Territory, EASTERN METALS LIMITED IN THE NORTHERN TERRITORY in AND SOUTH WALES the Cobar Project in central New South Wales and the Thomson Project in northwest New South Agricola(the Mining Consultants Pty Ltd is (“Agricola”) has been commissioned by lodged the Directors of Wales “Projects”).

This Report to be included in a Prospectus to be with the Eastern Metals Limited (“Eastern Metals” or the “Company”) to provide an Independent Australian Securities and Investments Commission (“ASIC”). As set out elsewhere in the Technical Assessment Report thebetween Arunta Project in the(Minimum Northern Territory, the Prospectus, Eastern Metals is (“Report”) seeking to on raise $4.5 million Subscription) Cobar Project in (Maximum central NewSubscription) South Walesinand Thomson Project in northwest New South and $6.0 million its the Initial Public Offer (IPO).

Wales (the “Projects”). This Report is to be included in a Prospectus to be lodged with the Agricola completed review andCommission assessment (“ASIC”). of the Projects which encompassed Australianhas Securities and aInvestments As set out elsewhere in the compiling and reviewing the technical aspects, including regional geological setting, local Prospectus, Eastern Metals is seeking to raise between $4.5 million (Minimum Subscription) geology, previous work, exploration and (IPO). planned exploration of the and $6.0 mineralisation, million (Maximum Subscription) in its Initialpotential Public Offer Projects. The objectives of this Report are to provide a geological overview of the Projects Agricola has completed assessment the Projects which ofencompassed covering pertinent aspectsa inreview detail and appropriate to theofstrategic importance the Projects compiling and reviewing the technical aspects, including regional geological setting, local and to provide comments on the exploration potential for further discovery of mineralisation. geology, mineralisation, previous work, exploration potential and planned exploration of the Under theThe definition provided in the are VALMIN Code,athe Arunta overview and Cobar are Projects. objectives of this Report to provide geological of Projects the Projects classified as Advanced Exploration Projects where Mineral Resource and Exploration Target covering pertinent aspects in detail appropriate to the strategic importance of the Projects estimates havecomments been compiled in exploration accordance potential with the JORC Code, discovery 2012. Theof Thomson Project and to provide on the for further mineralisation. is classified as an Exploration Project where no mineral resources have been estimated.

Under the definition provided in the VALMIN Code, the Arunta and Cobar Projects are classified as Advanced Exploration Projects where Mineral Resource and Exploration Target estimates have been compiled in accordance with the JORC Code, 2012. The Thomson Project is classified as an Exploration Project where no mineral resources have been estimated.

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This Report was prepared by Mr Malcolm Castle, a Competent Person and Member of the Australasian Institute of Mining and Metallurgy, in accordance with the Australasian Code for the Public Reporting of Technical Assessments and Valuations of Mineral Assets (VALMIN Code, 2015 Edition) and the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (JORC Code, 2012 Edition). Mr Castle is the principal consultant for Agricola.

Exploration results are based on, and fairly represent, information and supporting documentation prepared by Malcolm Castle.

Agricola, its employees, and associates are not, nor intend to be, directors, officers, or employees of Eastern Metals and have no material interest in any of the Projects or the Company. The relationship with Eastern Metals is solely one of professional association between client and independent consultant. The review work and this report are prepared in return for professional fees based upon agreed commercial rates and the payment of these fees is in no way contingent on the descriptions and findings of this Report.

Agricola considers that the mineral Projects are prospective, although subject to varying degrees of risk, and warrant further exploration and development of their mineral potential.

The exploration strategy and programs proposed by Eastern Metals are consistent with the mineral potential and status of the Projects. There are several “walk-up” drilling targets already defined which do not require significant amounts of additional field work prior to the commencement of drill testing, along with a pipeline of prospects at an earlier stage of development. The proposed expenditure is sufficient to meet statutory tenement expenditure requirements and the funds raised by the IPO will be sufficient to carry out that program.

Consent is given by Agricola for the inclusion of this Report in the Prospectus and distribution of this Report in the form and context in which it appears.

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Ta ble of Contents EXECUTIVE SUMMARY .....................................................................................................................................5 ARUNTA PROJECT ................................................................................................................................................... 6 COBAR PROJECT ..................................................................................................................................................... 8 THOMSON PROJECT .............................................................................................................................................. 10 ARUNTA PROJECT .......................................................................................................................................... 12 REGIONAL GEOLOGY ............................................................................................................................................. 13 DEPOSIT GEOLOGY ................................................................................................................................................ 15 PREVIOUS EXPLORATION ........................................................................................................................................ 16 Early Exploration 1925 to 1950 ................................................................................................................... 17 Late Twentieth Century 1950 to 2000 ......................................................................................................... 17 Kidman Resources 2012-to 2019 ................................................................................................................. 19 MINERAL RESOURCE ESTIMATES .............................................................................................................................. 24 Earlier Resource Estimate............................................................................................................................ 24 The Maiden Resource estimate 2014 .......................................................................................................... 24 Summary of estimation details ................................................................................................................... 25 Quality and Reasonableness – VALMIN 7.3(b) ............................................................................................ 26 EXPLORATION POTENTIAL ....................................................................................................................................... 27 COBAR PROJECT............................................................................................................................................. 30 Regional Geological Setting ........................................................................................................................ 32 LOCAL GEOLOGY ................................................................................................................................................... 34 MINERALISATION .................................................................................................................................................. 37 Structural Model ......................................................................................................................................... 38 Brown’s Reef Project - Rast Trough Architectural Framework Study .......................................................... 39 PREVIOUS EXPLORATION ........................................................................................................................................ 39 Geological Mapping: ................................................................................................................................... 39 Surficial Geochemistry:................................................................................................................................ 39 Geophysics: ................................................................................................................................................. 40 Drilling: ........................................................................................................................................................ 41 Metallurgical testing: .................................................................................................................................. 43 EXPLORATION TARGET ESTIMATE ............................................................................................................................. 44 Summary of estimation details ................................................................................................................... 45 Quality and Reasonableness – VALMIN 7.3(b) ............................................................................................ 47 EXPLORATION POTENTIAL ....................................................................................................................................... 47 THOMSON PROJECT ....................................................................................................................................... 51 REGIONAL GEOLOGICAL SETTING ............................................................................................................................. 51 MINERAL SYSTEMS AND GEOCHEMISTRY .................................................................................................................... 53 THE SOUTHERN THOMSON FOLD BELT AND THE COBAR BASIN ...................................................................................... 54 EXPLORATION POTENTIAL ....................................................................................................................................... 55 PROPOSED EXPLORATION PROGRAMS AND BUDGETS ..................................................................................57 REFERENCES................................................................................................................................................... 61 RISKS FOR EXPLORATION COMPANIES ...........................................................................................................64 DECLARATIONS, COMPETENCE, AND INDEPENDENCE ....................................................................................67 Relevant codes and guidelines .................................................................................................................... 67 Sources of Information ................................................................................................................................ 67 Qualifications and Experience ..................................................................................................................... 68 Competence ................................................................................................................................................ 69 Independence .............................................................................................................................................. 70 Reasonableness Statement ......................................................................................................................... 70 Consent ....................................................................................................................................................... 70

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GLOSSARY OF TECHNICAL AND DEFINED TERMS ............................................................................................72 JORC TABLES 1 – HOME OF BULLION, BROWNS REEF AND THOMSON ...........................................................76

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EXECUTIVE SUMMARY Eastern Metals has three Projects – the Arunta Project in the Northern Territory and the Cobar and Thomson Projects in New South Wales. The Company’s key assets are the Home of Bullion mine in the Barrow Creek area that forms part of the Arunta Project, and the Browns Reef deposit that forms part of the Cobar Project. Eastern Metals entered into a binding contract to acquire these properties from Kidman Barrow Creek Pty Ltd (Kidman Barrow Creek) and Crowl Creek Exploration Pty Ltd (Crowl Creek) in November 2020, and the acquisition was completed in August 2021. Key elements of the asset purchase agreement and the Company’s related royalty commitment are summarised elsewhere in this Prospectus. Kidman Barrow Creek and Crowl Creek are subsidiaries of Australian Light Minerals Pty Ltd, formerly known as Kidman Resources Limited (Kidman). Kidman was a listed public company until it was acquired by Wesfarmers Limited in late 2019.

In addition to its two flagship assets, Eastern Metals also holds four additional tenements in New South Wales.

Location of Eastern Metals’ Projects

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Arunta Project The Arunta Project comprises a single granted exploration licence EL 23186 Barrow Creek, covering an area of some 89.3 square kilometres located approximately 290km north of Alice Springs in the Northern Territory. It is strategically located near major infrastructure including the Stuart Highway and gas pipeline (30km west), and the Darwin-Adelaide Railway (10km east). The Project includes two significant areas of base metals and gold mineralisation at the Home of Bullion mine, and Prospect D, as well as potential other base metal discoveries associated with other prospects in the tenement area, and for lithium mineralisation in pegmatites.

Home of Bullion mine and Prospect D, Barrow Creek The Home of Bullion Cu-Pb-Zn deposit includes a polymetallic Indicated Resource of 0.5MT averaging 2.8% Cu, 3.4% Zn, 56g/t Ag, 1.6% Pb and 0.30g/t Au, and an Inferred Resource of 2.0MT averaging 1.6% Cu, 1.7% Zn, 31g/t Ag, 1.0% Pb and 0.11g/t Au released to the ASX by Kidman on 29 July 2014. The total identified Mineral Resource estimate is 2.5MT averaging 1.8% Cu, 2.0% Zn, 36g/t Ag, 1.2% Pb and 0.14g/t Au. The deposit consists of two principal lodes: the Main Lode and the South Lode, with an additional low grade footwall unit directly abutting the South Lode. The deposit was mined briefly during the 1930s and 1950s and is a high-grade volcanogenic massive sulphide (VMS) style deposit.

The Main Lode varies in width from 1 to 6m wide over a length of 160m. It remains open to the east and down plunge. Drill intersections containing primary copper sulphides (chalcopyrite) that returned assays of up to 5% copper remain open at depth. The nearsurface oxide ore is likely to be amenable, initially, to open pit mining.

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Home of Bullion cross section Historic weighted average drill intercepts include: -

Main Lode:

-

South Lode:

5.9m averaging 3.4% Cu, 1.3% Pb, 5.3% Zn, 50.7g/t Ag, 0.4 g/t Au (open) 5m averaging 6.5% Cu, 0.6% Pb, 2.75% Zn, 53g/t Ag, 0.6g/t Au 26m averaging 4.6% Cu, 5.5% Pb, 1.84% Zn, 142.9g/t Ag (open at depth) 15m averaging 5.9% Cu, 0.9% Pb, 3.6% Zn, 37.3g/t Ag

Further potential exists along strike of both the Main and South Lodes and down dip extensions to both mineralised lodes.

The second principal area of interest is Prospect D to the north of Barrow Creek township where exploration is less well advanced. Prospect D contains copper-nickel sulphide mineralisation, the near surface part of which has been oxidized. Mineralisation was first identified in the early to mid-1970s and was detected over a length of 2kms, within which the higher-grade zone has been traced for over 250m and remains largely untested at depth.

Massive sulphide zone intersected in the South Lode of the Home of Bullion deposit

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Cobar Project The Cobar Project includes three granted Exploration Licences: ELs 6321 Browns Reef, 9136 Bothrooney and 9180 Tara covering some 622.8 square kilometres in total 200 km south of Cobar in New South Wales. The southern end of the Project area is located close to the township of Lake Cargelligo approximately 470km west of Sydney, while the northern end of the tenement block extends to a point halfway between Lake Cargelligo and Cobar.

The Cobar Basin contains some of the largest base metal deposits in New South Wales and has been a source of immense mineral wealth for 140 years since the discovery of the Great Cobar copper deposit in 1870. The Cobar Basin contains a pre-mining metal inventory of 198t Au, 4,597t Ag, 2.2Mt Cu, 4.8Mt Zn and 2.9Mt Pb. About 70% of these resources have been mined since initial discovery in 1870.

The Cobar deposits are generally steeply dipping, or pipe-like with little surface geological or geochemical expression. However, the ore systems typically contain magnetic material, mainly the iron sulphide pyrrhotite, and can be identified using ground or airborne magnetic surveys. The magnetic anomalies associated with the Cobar deposits are generally very localised, discrete “bullseye” type anomalies.

Cobar Project tenure 8

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The flagship asset within Eastern Metals’ Cobar Project area is the Browns Reef Zn-Pb-Cu-Ag deposit within EL 6321. An Exploration Target of 27 to 37Mt averaging between 1.3-1.4% Zn, 0.6- 0.7% Pb, 9-10g/t Ag and 0.2-0.3% Cu was reported by Kidman in its ASX announcement of 20 January 2015. The potential quantity and grade are conceptual in nature and there has been insufficient exploration to define a Mineral Resource. It is uncertain if further exploration will result in the determination of a Mineral Resource.

While the sampling procedure and data from Browns Reef suggest potential for a technical classification as an Inferred Mineral Resource, there was low confidence in the continuity of mineralisation between intercepts. The results were therefore classified as an Exploration Target.

Previous exploration reported the following weighted average drill intersections at Browns Reef: -

BRD01: 10.1m averaging 6.92% Zn, 2.82% Pb, 0.34% Cu, 24g/t Ag from 258m within 41.1m averaging 2.81% Zn, 1.36% Pb, 0.17% Cu, 7.52g/t Ag from 243m, BRD002: 19m averaging 3.54% Zn, 1.79% Pb, 0.21% Cu, 16.75 g/t Ag from 268m within 136m averaging 1.67% Zn, 0.87 % Pb, 0.14 % Cu, 7.52 g/t Ag from 224m, and BR0018: 6m averaging 11.36% Zn, 4.8% Pb, 1.23% Cu, 74.17 g/t Ag from 368m within 58m averaging 2.0% Zn, 0.93% Pb, 0.42% Cu, 18.9 g/t Ag from 316m.

In addition, and of particular interest, at the southern end of the mineralised area, are two intersections of high-grade mineralisation in holes BS0002A of 9.3 metres averaging 5.1% Zn, 2.8% Pb and 0.2% Cu, and hole BD005 of 3.7 metres averaging 5.8% Zn, 3.2% Pb and 0.8% Cu, while at the northern end hole BRD013 returned an intersection of 7.0 metres averaging 5.5% Zn, 2.3% Pb, 0.5% Cu, 20.2 g/t Ag and 0.5 g/t Au. These high-grade intersections, which are open along strike and at depth, have not been followed up.

Significant scope exists to extend and upgrade the Browns Reef Exploration Target with open pit potential with mineralisation developed from near surface. Importantly, there is also good potential for outlining smaller tonnage but higher-grade deposits within the Exploration Target envelope. Browns Reef is a fault-related stratabound deposit and there is much scope for the discovery of additional deposits in the same rock unit that contains Browns Reef elsewhere in the tenement where past exploration activities have been minimal.

Exploration drilling at Browns Reef 9

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Thomson Project The Thomson Project consists of two Exploration Licences ELs 9190 Falcon and 9194 Harrier covering 1,451 square kilometres 200 to 250km northwest of Cobar in New South Wales. It is located between Bourke and Tibooburra.

A key unexposed prospective region in eastern Australia is the central Tasmanides, an area straddling the New South Wales - Queensland border. In this region, basement rocks of the Southern Thomson Orogen (STO) link the southern with the northern Tasmanides, and hence play a key role in understanding Tasmanides geodynamics. It is one of the most poorly exposed and least understood regions in eastern Australia.

Location of the Thomson Project tenements northwest of Cobar Three hypotheses have recently been suggested for the origin and evolution of the STO: -

Development as an E-W oriented dextral strike-slip fault system at the southern margin of a westward retreating subduction margin Reorientation of the Cambrian-Ordovician N-S trending convergent margin by midPalaeozoic oroclinal deformation Formation of the E-W trending segment of the STO by “Benambran” ENE-WSW compression at 440-430 Ma.

Potential includes Cu deposits in BIF-like metamorphosed metasediments, VHMS base metal deposits, and Ni in ultramafic schists. Porphyry copper-gold deposits might be expected, orogenic gold deposits are likely to occur in the deformed extensive turbidite piles, volcanic or sediment-hosted Cu deposits equivalent to Girilambone group copper deposits. Intrusionrelated gold deposits associated with ~430 Ma granites are also possible, and tin deposits have been discovered in the 420 Ma old Brewarrina granite.

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Eastern Metals’ tenements lie towards the southern end of the Thomson orogen. Basement rocks lie under much younger rocks of the Eromanga Basin in this area. Research by the Geological Survey of NSW as well as private company exploration has shown the basement rocks in this area are equivalent to rocks of the Cobar Basin. Very high-quality aeromagnetic data is available for this area, and many subtle “bulls-eye” have been recognised.

Previous companies have attempted to drill test some of the anomalies in the Thomson Project areas. In most cases, this drilling has been too shallow, or the holes have deviated off target and failed to satisfactorily test the source of the anomalies. In many cases, modelling suggests that insufficient magnetic material has been intersected to account for the anomalies. This has often been acknowledged in reports by the previous companies.

However, most holes drilled on these anomalies intersected spotty, anomalous base and precious metal values and alteration indicative of possible proximity to significant mineral systems within Cobar Basin-style rocks. No additional fieldwork is required and some of the anomalies can be tested quite quickly. Highly skilled interpretation of the aeromagnetic data followed by well-targeted drilling are required.

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ARUNTA PROJECT The Arunta Project area is situated about 4 kilometres east of the Stuart Highway between Alice Springs and Tennant Creek near the township of Barrow Creek. The tenement, EL 23186 Barrow Creek, was first granted on 15 July 2002 and transfer to Kidman Barrow Creek was completed by the Northern Territory Department of Resources on 10 May 2012. The tenement has been renewed and the current expiry is on 14 July 2022. It covers an area of 89.3 square kilometres. Eastern Metals executed a binding contract with Kidman Barrow Creek to acquire this tenement, and the sale and purchase has been completed. Eastern Metals has agreed to pay a 1.5% net smelter return royalty from future production in the tenement to Australian Light Minerals Pty Ltd. Further details of the acquisition agreement and royalty obligation are provided elsewhere in this Prospectus.

The status of the tenement has been independently verified by Agricola, based on a recent inquiry of on-line databases for the Northern Territory operated by the Department of Primary Industry and Resources, as required by section 7.2 of the Valmin Code, 2015. The tenement is believed to be in good standing based on this inquiry. Further tenement details are set out in the solicitor’s report on the status of tenements elsewhere in this Prospectus.

The Arunta Complex is correlated with sedimentary and volcanic sequences of the heavily mineralised and adjacent Tennant Creek and The Granites – Tanami inliers.

Location of the Arunta Project, Northern Territory

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There are two key known prospects at Barrow Creek: the Home of Bullion mine, and Prospect D. The Home of Bullion deposit was mined in several campaigns up to the 1950s. It is a highgrade volcanogenic massive sulphide (VMS) style deposit developed as two main lodes. The Home of Bullion Cu-Pb-Zn deposit includes a polymetallic Indicated Resource of 0.5MT averaging 2.8% Cu, 3.4% Zn, 56g/t Ag, 1.6% Pb, 0.30g/t Au, and an Inferred Resource of 2.0MT averaging 1.6% Cu, 1.7% Zn, 31g/t Ag, 1.0% Pb, 0.11g/t Au. The total Indicated and Inferred Mineral Resource estimate is 2.5MT averaging 1.8% Cu, 2.0% Zn, 36g/t Ag, 1.2% Pb and 0.14g/t Au. These estimates were released to the ASX by Kidman in July 2014. Preliminary metallurgical testing showed good copper flotation recovery.

The second prospect, Prospect D, consists of copper-nickel sulphide mineralisation, the near surface part of which has been oxidised. Mineralisation has been mapped over a length of 2 km, within which the higher-grade zone was traced for over 250m and remains largely undrilled. The copper-nickel mineralisation is a massive sulphide zone with lower grade disseminated sulphide mineralisation in the gabbroic footwall rocks.

EM and gravity survey programs undertaken by Kidman identified multiple targets for testing and the potential for discovery of other lodes within this VMS system is high, as these types of deposits often occur in clusters.

Regional Geology The oldest exposed basement in central Australia comprises metamorphic and igneous rocks of the Arunta Inlier. Rocks of the Arunta Inlier are interpreted as at least partly correlative with sedimentary and volcanic sequences of the adjacent Tennant Creek and Granites – Tanami Inliers. The Barrow Creek tenement lies on the SW margin of the Late Proterozoic to Palaeozoic Georgina Basin. Block faulting during the Tertiary has produced several small nonmarine basins in central Australia. Also preserved are relics of a Tertiary silicified land surface.

A thin Quaternary veneer of soil, sand and gravel covers most of the lowland area in the region.

The Arunta Inlier (Early to Middle Proterozoic) is characterised by metamorphosed sedimentary and igneous rocks of low to medium pressure facies. Deformation and regional metamorphism to upper greenschist facies took place between 1,810 – 1,750 Ma. Three broad stratigraphic subdivisions have been established based on facies assemblages and lithological correlations. From oldest to youngest, these subdivisions are named Division 1, 2, and 3. The orthogneiss east of Osborne Range, the calc-silicate rocks west of Crawford Range and the Bullion Schist are included in Division 2, and the Ledan Schist in Division 3 of the Arunta Inlier.

Uncomfortably overlying these rocks are the Hatches Creek Group sediments and volcanics.

This Group has been subdivided into the Ooradidgee, Wauchope and Hanlon Subgroups, comprising a total of 20 Formations and two Members. The Hatches Creek Group is a folded sequence of shallow-water sediments with interbedded volcanic units which reach thicknesses of at least 10,000 metres.

The sediments include ridge-forming quartzites, felspathic, lithic, and minor conglomeratic arenites and friable arenite, siltstone, shale, and carbonate. The Ooradidgee Subgroup consists mainly of fluvial sediments and sub-aerial volcanics which partly interfinger. The Wauchope Subgroup is characterised by large volumes of volcanics and sediments probably both marine and fluvial in origin.

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The Hanlon Subgroup may be entirely marine and lacking volcanics. Following deposition, the Hatches Creek Group was folded about NW trending axes and metamorphosed to upper greenschist facies. Later intrusion of both the Arunta basement and the Hatches Creek Group by granitoids took place around 1660 Ma. A long erosional period followed with subsequent weathering during the Tertiary to produce silcrete and ferricrete horizons. A thin veneer of Quaternary sands and soils overlays this area.

The Arunta Province records a Paleoproterozoic-Palaeozoic tectonic history characterised by regional folding and movement on large-scale shear zones that were active during deposition of the Bullion Schist. The Bullion Schist has been intruded by the Barrow Creek Granite and dolerite leading to its correlation with the Lander Package elsewhere in the Arunta Inlier and the Ooradidgee Group in the Davenport Province to the north. Detrital zircon populations and magmatic relationships suggest a ca. 1,840-1,820Ma depositional timeframe. Regionally the ca. 1,820-1,800Ma Hatches Creek Group (Gwynne Sandstone and Strzelecki Volcanics) is stratigraphically distinct from the underlying Bullion Schist and preserves kilometre-scale, NEinclined folds.

Regional geology of the Arunta Project, EL 23186

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The Company’s Arunta Project including the Barrow Creek prospects occurs within metamorphosed, generally thin-bedded pelitic-dominated sediments of the ca. 1,8401,820Ma Bullion Schist. This area is located within the SE-facing hinge zone of a WNWtrending ~2×10-kilometre anticlinal F1 structure. This structure’s magnetic signature is enhanced by buried magnetic granite, likely sourced from a nearby highly magnetic pluton north of the prospect and possibly involved in the mineralisation.

The first deformation affecting the Bullion Schist in the Home of Bullion prospect is correlated with the ca. 1,810-1,800Ma Stafford Event and characterised by tight to isoclinal, NNEinclined F1 folds that have strongly attenuated shear-zone style limbs. D1 folds and shears mineralisation that is localised adjacent to a biotite- or chlorite-schist that presumably had a mafic protolith. This inferred mafic protolith is altered in the mineralisation zone, but can be structurally correlated with a single, fold-repeated amphibolite sill that outcrops across the mapped area. The Main and South Lodes can be correlated with each other through a major, map-scale fold which exhibits thickened high-grade zones in F1 (western north lens), F3 (western south lens) and F4 (eastern north lens) fold hinge positions. A major F1 hinge zone is interpreted to the SE of known mineralisation and remains untested.

Three subsequent deformations rework the F1 structures and retrogress the rocks to sericite and chlorite schists. D2 is associated with a post-Stafford Event deformation, probably the ca.

1740- 1690 Ma Strangways Orogeny that folds overlying ca. 1,820-1,800 Ma Hatches Creek Group rocks. At Home of Bullion this event is characterised by the development of an intense foliation that overprints F1 structures but does not appear to be associated with folding.

Partitioned shear zone movements appear localised within and between the Main and South lenses and NW-trending F3 and NE trending F4 folds can be linked to separate shearing events, probably associated with ca. 400-300 Ma the Alice Springs Orogeny.

Deposit Geology Massive sulphide mineralisation at Home of Bullion is stratabound and hosted in the lower amphibolite facies Bullion Schist. The mineralisation is spatially related to a mafic protolith now found as retrogressed chlorite- and biotite-schist; however, the mineralisation may also be related to several less altered metagabbro bodies intruding near the deposit. The primary coarse-grained sulphide mineralisation is associated with magnetite and consists of pyrite, chalcopyrite, sphalerite, bornite, galena and minor chalcocite.

Home of Bullion Mine The Home of Bullion mine was first explored in the early 1950s but only limited amounts of geological information was recorded by the early workers. The best indications as to the type of deposit are the metal assemblage and some of the local rocks. Copper, lead, zinc, silver, and gold have been reported and the zone has been described as a steeply dipping tabular cupriferous ironstone. Host rocks were not described in the early literature, but they are referred to as being sheared. The metal assemblage suggest that it is a volcanogenic massive sulphide (VMS) deposit. Secondary oxidation has produced the high-grade secondary copper sulphide chalcocite to a depth of at least 40 metres and the lode is reported to be present in drill holes as deep as 115 metres.

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Plan of Home of Bullion mine area – drill intercepts and geology

Prospect D Prospect D consists of copper-nickel sulphide mineralisation associated with a dolerite or gabbro sill that are conformable in a clastic sedimentary-volcanic sequence. The mineralisation is reported to be a tabular body that is folded with the sedimentary rocks. This deposit could be either a replacement unit within the dolerite or a volcanogenic massive sulphide deposit associated with ultramafic-mafic volcanic and intrusive rocks. It is best explored by tracing the favourable dolerite-sedimentary sequence contact.

Other Metalliferous Prospects Other metalliferous prospects in the Home of Bullion mine area include the Redback, Anvil and Tin Can Camp prospects. These prospects have never been systematically explored.

Lithium Prospects Pegmatites containing tantalum, tungsten and lithium occur across the Arunta Inlier, including in the Barrow Creek district (Stewart and Warren, 1977) and may exist in economic quantities within the Barrow Creek tenement. Pegmatites have potential for the discovery of lithium mineralisation associated with spodumene and other mineral species. No sampling and assaying nor any drilling activities have been carried out in the past.

Previous Exploration Several exploration companies have been active in the Barrow Creek project area. Most of the work was targeted at extracting copper oxide ore from the two mineralised areas.

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Early Exploration 1925 to 1950 The Home of Bullion mine was the subject of intermittent mining activity from 1920 to 1950.

Total production was reported to be 5500 tons of which 2450 tons grading 22.5% copper was shipped in 1949. This material was likely hand-cobbed because it was shipped 2000 miles by road, rail, and ship.

At least three shafts have been sunk to a maximum of 300 feet (90m) and the zone has been traced for 550 feet (168m) underground with an average width of 8 feet (2.4m) and a maximum width of 20 feet (6m). It carries high levels of precious and base metal values (for example, 5.3 g/t gold, 30 g/t silver, 11.66% copper and 0.71% lead). Zinc values up to 10 percent are present, but samples were not assayed for zinc on a regular basis.

The earliest available record on the Barrow Creek area is by the South Australian Government Geologist Mr Ward who examined the workings in July and September 1925. The earliest records of the mine geology, exploratory underground mine development, and mineral potential of the Barrow Creek copper deposits are given by Madigan (1934). Commissioned

by Central Australian Silver, Lead & Copper Mining Company NL, he undertook a property examination in August 1934. Blanchard (1936) inspected the property for Mt Isa Mines Limited (then owned by American Smelting and Refining Company - ASARCO). He provides interesting details on transportation, water supply and costs at that time, as well as valuable information on the general geology, exploratory underground development, and mineral potential. The next available record of the general geology, aerial photography, mine geology, underground workings, mineral potential, water supply and ore treatment of the Barrow Creek copper deposits is given by Hossfeld (1937), as part of the investigations carried out by the Aerial Geological and Geophysical Survey of Northern Australia.

Hossfield is reported to have determined the inventory at 32,000 tons to a depth of 100 feet (30m). A second review by Sullivan (1950) concluded that the oxide zone extended to 110 feet (35m) and secondary sulphides below to 200 feet (60m). Below this depth, the zone consists of primary sulphides with drilling of four holes returned values of 3-5% copper, 1-6% lead and up to 15% zinc. Shaft deepening and underground work at that time suggested a metal inventory of 75,000 tonnes to 300 feet (90m). Limited mining took place and the mine finally closed in 1953.

Late Twentieth Century 1950 to 2000 The Home of Bullion area was investigated by many exploration techniques including regional mapping, airborne and ground geophysics and geochemical sampling surveys during this period. Summaries of these surveys are available in the literature and on-line. Short reverse circulation and rotary drill holes tested a few prospects, but the effort concentrated on gold not base metal exploration. None of this work was in the old mine area.

Available reports on Barrow Creek include those by Sullivan, Brittingham and Thomson in 1950. Sullivan briefly summarised the main features of the general geology, mine geology, mine workings and mineral potential of the Barrow Creek copper deposits. Thomson undertook an eight-day field examination, magnetometer survey and sampling assessment for Zinc Corporation Limited in May 1950. He summarised the main features of the general geology, mine geology, workings and production, mining operation and mineral potential of the Barrow Creek copper deposits.

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The Bureau of Mineral Resources’ Resident Geologist at Alice Springs undertook assessments of the Barrow Creek mine in the 1950s. In 1965 a private company Australian Geophysical Pty Ltd undertook geophysical surveys (mainly induced polarisation) and soil sampling by shallow drilling on the Barrow Creek line of lode.

Aberfoyle Resources Limited examined the abandoned mine site in 1992 to assess the regional potential of the area surrounding the old workings.

Prospect D Kewanee Australia Pty Ltd explored Prospect D in the early 1970s. A series of interlayered, steeply dipping meta-clastic sedimentary and doleritic (gabbroic) rocks were identified and investigated with geological mapping, prospecting, soil geochemistry and ground geophysics.

Two types of mineralisation were discovered in these programs. A series of quartz- veined metasedimentary rocks returned copper-lead-zinc mineralisation. Nearby a mineralised mafic band returned copper-nickel values up to 1.23% copper and 1.95% nickel over a 1.5 metre true width and a second intersection of 0.78% copper and 0.22% nickel over a true width of about 11 metres in drill hole DDH 1.

Near surface mineralisation was tested in 1972 with vertical airtrac holes testing the oxidized mineralisation on four fences of holes. These are described as the Prospect DA zone. Drill hole DDH 1 was drilled under line zero.

Drilling over a strike length of 2 kilometres with 11 holes outlined a mineralised system of primary and secondary sulphides plus oxide mineralisation. Drill intersections as high as 1.48% copper, 0.48% nickel, 215 g/t silver and 5.8 g/t gold over 5.5 metres are reported in hole 7. Gold and silver values are not given for most of the drill results. These results suggest that a significant copper-nickel mineralised zone is present.

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Air photo of Home of Bullion mine area showing lodes

Goldstake Exploration Inc explored the Barrow Creek prospects between 2001 and 2012 and undertook an initial diamond drilling program in 2006 comprising 15 drill holes totalling 1,406m on both the northern and southern groups of lodes at Home of Bullion. Seven of the drill holes failed to intersect the targeted lodes due to the absence of a detailed topographic survey, a detailed geology map and an accurate 3-D correlation of the surface geology with underground workings and diamond drill holes.

Kidman Resources 2012-to 2019 Kidman acquired the tenement from Goldstake and explored the Main Lode at Home of Bullion with a targeted RC drilling program to define the lateral extent of the lode as well down dip continuity and extensions.

Kidman commissioned UTS Geophysics to undertake a detailed airborne magnetic survey flown at 30m above the surface and 50m line spacing to identify extensions of the Main Lode and South Lode and to potentially define further targets along the Home of Bullion corridor.

The RC drilling results showed that the high-grade ore zones identified previously at Home of Bullion were highly magnetic with high grade ore zones containing copper, lead, zinc, silver, and gold, and contained significant amounts of highly magnetic magnetite. Petrographic studies conducted by previous explorers also identified massive magnetite associated within the ore zones.

The magnetic high appears to strike in a WNW-ESE trend which is parallel to the overall trend of the geology and matches up with the previous RC drilling results at the Main Lode.

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Potential extensions of the Main Lode for up to 3.6kms along strike.

DHEM surveys were conducted on drillholes on both the Main and Southern Lodes to locate off-hole sulphide conductors. A very strong conductor plate has been identified and modelled on the Main Lode directly below drillhole HDD031 which intersected 3.9m averaging 2.6% Cu, 2.5% Zn, 21.6g/t Ag, 0.4% Pb. DHEM conductors have also been identified on the South Lode beneath and to the east of drillholes HDD032 and HDD033.

DHEM target zones identified at Home of Bullion

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An RC drilling program was undertaken to target the source of this anomaly and this drilling helped to better define the South Lode. Kidman then undertook a comprehensive surface structural mapping program to define the structural controls of the ore body and to locate additional loci for similar structures. This combined with a surface EM and gravity survey program identified multiple targets for testing. Kidman then continued with the delineation and definition drill program for the Main and South Lodes with a comprehensive diamond drilling program. The results of this work were utilised to undertake resource modelling that led to the release of the maiden Mineral Resource Estimate for the Home of Bullion mine in 2014.

Main Lode long section (looking south west)

Metallurgical testing Preliminary metallurgical testing (mineralogy and flotation) was done by ALS Metallurgy (Tasmania) on two small composites. Results showed good copper flotation recovery (70 per cent recovery producing a 27 percent Cu concentrate), but further work was required to improve zinc and lead recovery.

Prospect D Prospect D was acquired by Kidman as part of the Home of Bullion transaction in March 2012 and is located 25kms northeast of the township of Barrow Creek and 5kms east of the Stuart Highway. It is situated 30kms north of the Home of Bullion mine.

Prospect D consists of copper-nickel mineralisation, the near surface part of which has been oxidized. Mineralisation was first identified in the early- to mid-1970s and was mapped over a length of 2kms, within which the higher-grade zone was traced for over 250m and remains largely untested at depth. The copper-nickel mineralisation has been described as a massive sulphide zone with lower grade disseminated sulphide mineralisation in the footwall gabbroic rocks.

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The copper-nickel mineralisation is believed to be either structurally thickened by tight folds or by intersecting shears that plunge steeply towards the northwest. These zones are prospective for further discoveries.

Prospect D mineralised trend with copper and nickel intercepts Early-stage percussion drilling targeting near surface mineralisation intersected high grade copper-nickel over a 60m strike length (results above) highlighting the potential for high grade shoots within the 2km mineralised envelope. This drilling was vertical and drilled sub-parallel to the mineralising structures. True widths are estimated to be closer to 5 to 10m. This area requires systematic drill testing down-plunge in the primary sulphide zone.

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Prospectus | 97

7621182

412694

412668

412694

412545

412488

412887

HRC010

HRC011

HRC019

HRC020

HRC025

412544

412805 412569

412560

413012

413012

413012

413012

413012

413012

413012

HDD040

HDD042

HRC069

HDD044

HDD044W1

HDD044W3

HDD044W4

HDD044W5

HDD044W6

HDD044W6

HRC035

412544

HDD038

HDD034

7620737

412562

HRC005

467.80 490.90 490.90 479.00

467.30 480.40 486.10 477.80

6.50 9.00 3.20 4.06 4.70

5 3 6 5 4

23

4.33

5.22

4.86

7.54

3.78

5.20

7.30

3.43

3.56

6.56

3.56

4.61

4.40

13.70

9.00

3.43

8.50

63.88

56.87

91.00

99.72

53.28

30.10

81.64

40.70

23.3

11.2

13.17

142.9

49.1

70.7

464.5

54.5

40.9

84.6

45

94

69.6

53

61

108.1 103.6

Ag (g/t)

1.88

2.44

2.05

1.15

0.45

1.598

0.82

0.43

0.3

0.31

5.5

2.77

1.01

1.37

1.61

0.6

1.3

1.24

4.28

0.76

0.63

1.14

1.33 2.03

Pb %

7.97

4.41

3.39

1.99

1.25

3.71

1.99

2.28

1.71

2.46

1.84

7.09

0.9

1.79

5.96

4.35

5.1

5.37

15.5

3.6

2.75

6.03

0.84 6.96

Zn %

0.18

4.10

3.2

1.20

4.80

10.50

0.50

4.40

9.70

3

3

10

26

1.3

3.85

4.4

5.9

10

3.20

6.05

3

1

3.75 4.30

Cu %

7 6

Int. (m)

606.00 606.70 7621272 531 0.70 7.72 19.10 0.21 Home of Bullion Selected Drill Intercepts (Details of drilling and drill intercepts are available in Kidman’s ASX Releases)

460.3 501.10

476.40

472.00

457.3 497.00

58 157 476.40

55

including

59

292

250

35.8

29.3

348.2

25

53

163

101

178

179

109

111

16

To (m)

154 466.70

49

266

248.7

31.95

24.9

342.3

24

49

158

95

175

174

106

105

9

From (m)

-55

-60

-57

-65

-60

-70

including

-55

-90

-55

-75

-65

-72

-55

Dip

Selected RC and DD Drill Intercepts (>3% Cu)

2.56

531

531

531

531

531

531

187.6

13.6

223

180

186

206

195.5

0

185

181.5

193.5

187.5

199.5

Azimuth

1.27

7621272

7621272

7621272

including

7621272

7621272

including

7621272

7620745

7621069 7620590

7620933

7620933

7620937

7621040

7620960

including

7621040

including

7621001

7620930

412500

HRC001

Northing

Easting

Hole ID

NSR

0.72

0.78

NSR

1.17

0.596

NSR

0.47

0.46

N/A

N/A

N/A

N/A

0.38

0.51

0.85

0.43

0.52

0.17

0.29

0.58

0.61

0.58

0.96 0.48

Au (g/t)

Independent Technical Assessment Report

Mineral Resource Estimates Earlier Resource Estimate Home of Bullion Mine Home of Bullion exploration had suggested the possibility of a copper resource from work done in the late 1940s and early 1950s. It was then estimated that approximately 75,000 tonnes grading from 4 percent to as high as 15 percent copper and up to 2 percent lead had been extracted. No recent re-evaluation of these results has been undertaken and there is no way of verifying the old results.

The Maiden Resource estimate 2014 Kidman released a Mineral Resource Estimates for Home of Bullion to the ASX on 29 July 2014: “Maiden Resource at Home of Bullion” in accordance with the JORC Code 2012. The resource estimate is: Indicated Resource: 0.5MT at 2.8% Cu, 3.4% Zn, 56g/t Ag, 1.6% Pb, 0.30g/t Au Inferred Resource: 2.0MT at 1.6% Cu, 1.7% Zn, 31g/t Ag, 1.0% Pb, 0.11g/t Au Total Resource: 2.5MT at 1.8% Cu, 2.0% Zn, 36g/t Ag, 1.2% Pb and 0.14g/t Au. The resource is shown in more detail in the following table, and it is broken down by lode, weathering type, and classification. Sub totals for weathering state and classification are also shown in this table.

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Cut off grades were estimated based on copper equivalent grades. The equivalence estimates were carried out in accordance with the JORC Code 2012 but have been excluded here due to the passage of time and variations in metal price.

Agricola is not aware of any new information or data that materially affects the information included in Kidman’s ASX release of 29 July 2014 and all the material assumptions and technical parameters underpinning the estimates continue to apply except as noted above.

The form and context in which the findings of the ASX release are presented have not been materially modified.

Summary of estimation details Lode Modelling The geological interpretation is based primarily on examination of the copper grades with reference also to the zinc, silver, lead and gold grades. Lithology logging was compared to grades and is also used where the choice of exact lode boundary position is not clear from the grades. In most cases there is a sharp drop in Cu grade around 0.5% Cu, which has been used to define the footwall and hanging wall boundaries used for volumetric modelling.

Most intercepts within the lodes form a single coherent interval. The lodes do show signs of breaking up at a depth of around 500 m below surface.

The South Lode footwall contains significant intervals of low-grade mineralisation, and this zone has also been defined volumetrically as a separate unit (South FWLG). The South low grade hanging wall is the same as the South Lode footwall. The South low-grade footwall was defined using copper grades >0.1% in conjunction with elevated zinc, silver, and lead grades.

Confidence in the continuity of the geological formation is high, with all holes that intercept the modelled formation containing significant grade at varying thicknesses.

A minimum downhole thickness of 2 m was imposed on the modelling process; however, the mineralized intervals of all but a few holes exceeded this.

Plan view of the Home of Bullion lodes

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Drilling Used Of the 108 holes, including wedges, in the Home of Bullion mine area, 99 were used for resource estimation. Four of the original 1940’s diamond holes (DDH No.1 to DDH No. 4) were not used due to collar and /or downhole survey discrepancies and the absence of assay QAQC. All these holes did contain significant mineralised intervals consistent with the modern diamond holes and consistent with the approximate position of the main lode.

Holes HRC034, HRC036, HRC040 and HDD041 were not used in the modelling due to them being drilled directly down dip within the South Lode. Mineralisation in these holes is consistent with the South Lode; however, the geometry of the hole and the nature of the samples may have introduced anomalies and bias into the volume and grade estimates.

HDD038 was not used either, because while it intercepted the lode within 5 m of HDD040, the downhole position of the lode was not consistent between them. They were both within 7 m of another hole (HRC002), which was retained.

Home of Bullion cross section Estimation method The blocks were estimated using ordinary kriging implemented in the Isatis software package.

Elements modelled were Cu, Zn, Ag, Pb, Au and Co. Two Copper Equivalent values (CuEq) were calculated from the block estimates.

Additional details For more details of the resource estimation see the entries in JORC code, 2012 edition Table 1 in the ASX Release dated 29 July 2014 which is reproduced at the end of this report.

Quality and Reasonableness – VALMIN 7.3(b) Agricola has reviewed the maiden Mineral Resource estimate. The estimates were compiled in accordance with the JORC Code 2012. The information provided in JORC Table 1 of Kidman’s ASX release of 29 July 2014, clearly sets out the steps taken to ensure a high-quality outcome for the mineral resource estimate. Resources have been classified as Indicated and Inferred based mainly on the spacing of drill hole data to allow confidence in continuity, variability, and structure.

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The resource classification appropriately and reasonably reflects the varying levels of confidence of the resource model to predict grade and tonnages for the resource if it were to be mined. It does not take into account any modifying factors for mining and processing. As such, it is useful for long term and life-of-mine planning but does not have the degree of accuracy for short term mine planning and detailed mine scheduling.

Agricola is satisfied that the mineral resource estimate is of high quality and reasonable and carried out to a high professional standard as required by the JORC Code, 2012.

Details of the Mineral Resource Estimate including JORC Table 1 are available in Kidman’s announcement to the ASX on 29 July 2014: “Maiden Resource at Home of Bullion”.

Exploration Potential Possible extensions to the Home of Bullion deposit The Main Upper lode appears to be closed out along strike and down dip. The Main Lower Lode is open in all directions but appears to be fragmenting and dropping in grade at depth.

The South Lode appears to be closed to the SSE near the surface but is open along strike to the SSE at depth. It also appears to be closed to the NNW; however, a small offset lode seen in two holes near the surface to the NNW remains open.

Main Lode and Southern Lens plan showing drill pierce points Historical reports from the 1940s indicate the presence of an “East Lode” within 100 m of the eastern end of the Main Lode, but this has not been investigated, located, or drilled to date.

A deep diamond drilling program was completed by Kidman in the December 2013 Quarter.

The drill program tested the down-plunge continuity of the Main Lode to a depth of some 600m below surface and the South Lode to 500m below surface. The aim of the drill program was to test for a significant extension of the known copper mineralisation to assist defining a potential JORC resource.

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The drilling successfully identified high grade, massive sulphide zones along the central spine of both copper lodes.

Main Lode long-section showing diamond drilling copper intercepts Prospect D and DA Prospect D consists of copper-nickel mineralisation, the near surface part of which has been oxidized. Mineralisation was first identified in the early to mid 1970s and was detected over a length of 2kms, within which, the higher-grade zone was traced for over 250m and remains largely untested at depth. The copper-nickel mineralisation has been described as a massive sulphide band with lower grade disseminated sulphide mineralisation in the footwall gabbroic rocks. The copper-nickel mineralisation is also believed to be either structurally thickened by tight folds or by intersecting shears that plunge steeply towards the northwest. These zones will be the focus for future drill targeting.

Early-stage percussion drilling targeting near surface mineralisation intersected high grade copper- nickel over a 60m strike length (results above) highlighting the potential for high grade shoots within the 2km mineralised envelope. This drilling was vertical and drilled subparallel to the mineralising structures. True widths are estimated to be closer to 5 to 10m.

An inventory for this prospect was calculated in 1972 and represents the only attempt to quantify the Kewanee exploration results. Oxide mineralisation was calculated to be 1.5 million tonnes grading 0.51 percent copper and 0.15 per cent nickel over an average width of 9.8 metres; the sulphide zone was 1.4 million tonnes grading 0.62 per cent copper and 0.25 per cent nickel. It is not possible to confirm, independently, this resource estimate. This figure is important as an indicator of the magnitude of the deposit that may be present. The estimates are NOT considered to comply with the JORC 2012 standard.

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Prospect DA, the near surface part of Prospect D that was tested with airtrac holes may represent an open pittable deposit. It represents the oxidized portion of the D zone.

Prospect D with detailed magnetics and copper-nickel trends

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COBAR PROJECT The Cobar Basin contains some of the largest base metal deposits in New South Wales and has been a source of immense mineral wealth for 140 years since the discovery of the Great Cobar copper deposit in 1870. The Cobar Basin contains a pre-mining metal inventory of 198t Au; 4,597t Ag; 2.2Mt Cu; 4.8Mt Zn and 2.9Mt Pb. Mines have operated in the Cobar Basin since 1870.

Major historical and operating mines near Cobar include Great Cobar, CSA, Elura (now known as Endeavor) and Nymagee (Hera), the Peak, New Occidental and Perseverance. Other mines include Wonawinta (now known as Manuka), Mt Boppy, McKinnons, Mt Hope, Tallebung, and other operations of a smaller scale. Advanced exploration properties include Mallee Bull, Wagga Tank, Southern Nights, Federation, and other prospects.

Because of its high prospectivity and the widespread nature of cover material that largely obscures the prospective rocks, the New South Wales government, along with a consortium of other government agencies, private companies and research institutions has established a cooperative research program (the MinEX CRC program) in the south Cobar Basin, and elsewhere, aimed at improving exploration outcomes by trialling a diverse range of new and existing exploration techniques. Large areas of the basin fall into Mineral Allocation Areas (MAAs) where new exploration licences are not awarded on the usual first-come, first-served basis. Rather, Ministerial approval is required for a company to lodge exploration licence applications, which are assessed by an expert panel according to a timetable that has been released by the regulator. Existing exploration licences are not affected by the MAA process.

The effect of this is that it is harder for junior explorers to obtain tenure in the MAAs, but where they are successful in their tenement applications, they benefit from the availability of cutting-edge data that they do not have to pay to acquire.

Eastern Metals’ Cobar Project is comprised of three granted Exploration Licences EL 6321 Browns Reef, EL 9180 Tara and EL 9136 Bothrooney covering a total of 622.8 square kilometres 200 km south of Cobar. Browns Reef is located close to the township of Lake Cargelligo approximately 470km west of Sydney in central New South Wales. EL 6321 and 9136 lie in the South Cobar MAA but are not materially affected by the MAA except to the extent that a large suite of new data has recently become available at no cost under the MinEx program. EL 9180 does not lie in the MAA. The application for EL 9136 was made by Eastern Metals with Ministerial approval.

EL 6321 was formerly held by Crowl Creek. It was granted on 19 October 2004 and was transferred to Eastern Metals on 8 June 2021. It was renewed again for a further period of two years on 24 June 2021. Its current area is 10 blocks (29 square kilometres). As part of the acquisition contract between Eastern Metals and Crowl Creek, Eastern Metals has agreed to pay a 1.5% net smelter return royalty from future production in the tenement to Australian Light Minerals Pty Ltd. Further details of the acquisition agreement and royalty obligation are provided elsewhere in this Prospectus.

The status of the tenements in the Cobar Project has been verified based on a recent independent inquiry of the Geological Survey of New South Wales DIGS database by Agricola, pursuant to section 7.2 of the VALMIN Code, 2015. The tenements are believed to be in good standing based on this inquiry. Further tenement details are set out in the solicitor’s report on the status of tenements elsewhere in this Prospectus.

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Cobar Project

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Independent Technical Assessment Report

The key asset in the Company’s Cobar Project is the Browns Reef Zn-Pb-Cu-Ag deposit within EL 6321. An Exploration Target of 27 to 37Mt averaging between 1.3-1.4% Zn, 0.6- 0.7% Pb, 9-10g/t Ag and 0.2-0.3% Cu was reported by Kidman in its ASX announcement of 20 January 2015. The potential quantity and grade are conceptual in nature and there has been insufficient exploration to define a Mineral Resource. It is uncertain if further exploration will result in the determination of a Mineral Resource.

Regional Geological Setting The Browns Reef deposit is situated on the margin of the Siluro-Devonian Rast Trough and forms a part of the Wagga-Omeo zone of the central-western Lachlan Fold belt. The basement in the region is comprised of Ordovician quartz sandstone and shale of the Wagga and Bendoc Groups. Deformation during the early Silurian Benambran Orogeny produced regional N-NW folding, followed by the intrusion of fractionated S-Type granites of the Keotong Supersuite in the early to mid-Silurian.

East-west back-arc extension in the late Silurian to early Devonian resulted in the formation of the Rast and Mount Hope Troughs, and the Walter’s Range Shelf. The Rast Trough was filled by a broadly transgressive sequence, commencing with the basal syn-rift succession of coarse clastic rocks of the Boorithumble Formation and Yegi Conglomerate. These were overlain by the rift-fill sequences of quartz-rich nearshore to shelf sandstones of the Crossleys Tank Formation and the basinal siliciclastic and volcaniclastic sequences of the Preston Formation. The Preston Formation was conformably overlain by a series of A- to I-type silicic lavas, intrusions, and reworked pyroclastic debris of the Ural Volcanics.

Regional transgression associated with the Middle Devonian Tabberabberan Orogeny led to the inversion of the Siluro-Devonian trough system and the development of a series of regional faults and folds. Sedimentation resumed in the Late Devonian with the deposition of the quartz-rich clastic rocks of the fluvial dominated Cocoparra Group. The region was affected by the Early Carboniferous Kanimblan Orogeny, causing reactivation of some major faults and emplacement of low volumes of mafic to intermediate dykes.

A series of leucitite lavas collectively referred to as the Tullibigeal Leucitite were extruded over a wide area during the Miocene. Sedimentary sequences of the Murray Basin were deposited between the Miocene and Pleistocene and consist of fluvial, lacustrine and alluvial fan sediments. A variety of unconsolidated Quaternary deposits cover a substantial portion of the region.

Mineral occurrences in the region include numerous small vein hosted base metal and orogenic gold deposits associated with deformation and basin inversion during the Tabberabberan Orogeny, Sn-W deposits associated with Koetong Supersuite granites, and residual tin and magnesite deposits.

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Cobar Trough with Brown’s Reef 200km to the south of Cobar

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Local Geology EL 6321 is located on the eastern margin of the Rast Trough, with the unconformable contact between the Ordovician Clements Formation and Devonian Preston Formation running N-NE to S-SW through the tenement area. The Woorara Fault, a major regional structure runs semiparallel to the unconformity and is presumed to have a genetic association with the base metal mineralisation of Browns Reef.

The Ordovician basement is represented in the tenement area by the Clements Formation of the Wagga Group, with the eastern part of the tenement comprised entirely of this unit beneath shallow Quaternary cover. The Clements Formation consists of massive quartz sandstone interbedded with thin- to medium-bedded light grey siltstone and black shale.

Graded bedding, scoured basal contacts, load casts and dewatering structures are common.

The formation is interpreted to have been deposited in a deep marine turbidite fan, with a mixed input of quartz rich coarse sediment derived from turbidity currents and finer sediments derived from hemiplegic settling of fine detritus. The sedimentary succession displays tight complex folding that is not apparent in the unconformably overlying Preston Formation, indicating the deformation is at least partly attributable to the early Silurian Benambran Orogeny.

The Preston Formation unconformably overlies the Clements Formation in the tenement area, with no exposures or drill intercepts of the basal formations (Boorithumble Formation, Crossleys Tank Formation) of the Rast Group recognised elsewhere in the trough. In the tenement area, the Preston Formation is comprised of a broadly transgressive sequence, starting with basal syn-rift alluvial fan deposition passing upwards to shelf dominated sedimentation and finally into deep marine sediments with intercalated volcanic material.

The basal conglomerate of the Preston Formation is dominated by basement-derived subangular to subrounded boulder to cobble sized sandstone, siltstone, and shale clasts with rare beds of imbricated pebbles and pebbly quartz sandstone. Drilling along the length of Browns Reef has found the thickness of the basal conglomerate to be highly variable, suggesting deposition in restricted alluvial fans on the margin of a young basin with variable topography. The sorting and slight rounding of clasts suggests partial alluvial reworking and transport following initial mass flow deposition in the basin. The conglomerate passes upward into fine sandstone, siltstone and shale dominated sequence associated with either a decrease in sediment supply due to rapid erosion of the source region and/or shoreline regression.

This upwards fining sequence is overlain by a thick package of transgressive marginal marine to shelf sediments dominated by fossiliferous, bioturbated sandstones with interbedded siltstones and minor shale. Layering varies from massive to finely bedded, with an absence of shallow water sedimentary structures indicating deposition below fair-weather wave base.

Fossils where present are largely intact, showing minimal transport.

The shelf sequence fines upward into black shale dominated beds with minor chert at the top of the Preston Formation, indicating a gradual transition to an anaerobic deep marine basinal setting.

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The onset of volcanic activity that would lead to the eruption of the Ural Volcanics produced a series of variably reworked felsic to intermediate tuffaceous beds, base surge deposits and restricted rhyolite lavas that are intercalated with the fine-grained sediments of the upper Preston Formation.

Interpreted geology of EL 6321 35

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The Ural Volcanics conformably overlie the Preston Formation, dominating the western portion of the tenement area. The only lithology of the Ural Volcanics intersected in drilling was described as a massive andesitic unit and interpreted by EZ geologists as a crystal tuff.

The intact, euhedral nature of the phenocrysts and limited (although poorly constrained) strike extent of the unit in drilling suggest however that the unit is a hypabyssal intrusion.

The Preston Formation and Ural Volcanics dip steeply to the west in the drilled portion of Browns Reef. Surface mapping and geophysical interpretation indicate the Preston Formation also subcrops in the west of the tenement area where it dips to the east, with a faulted N-NW to S-SE oriented syncline-anticline pair interpreted to have developed during the Tabberabberan Orogeny. The resulting structure is basin-like, with a north plunging syncline in the south and a south plunging syncline in the north. The major fault zone in the tenement area, the Woorara Fault is also interpreted to have developed during this period of deformation.

Interpreted geology and gravity anomalies at Browns Reef with an overlay of the Preston Formation and cross section lines

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Deposition of Miocene sediments and volcanics in the tenement area appears to have been controlled primarily by minor normal movement along the Woorara Fault, creating a shallow, restricted basin. The Calivil Formation, part of the Murray Group, forms the basal stratigraphy in the Murray Basin. It is comprised of unconsolidated white, kaolinite dominated clay and quartz sand and gravel deposited in a fluvio-lacustrine setting. These sediments are overlain by lava flows of the Tullibigeal Leucitite, which extend slightly outside of the fault bound basin. A narrow scoria layer in the top 50 cm of the Calivil Formation precedes the main lava flow in several drillholes, indicating an initial explosive event followed by voluminous effusion of olivine-leucitite lava.

The Browns Reef area lies almost completely beneath Recent or Quaternary cover which consists primarily of residual colluvium, alluvial and minor aeolian deposits. Gossan outcrops have been reported in one small area where the mineralisation comes to the surface.

Mineralisation The mineralisation at Browns Reef consists mainly of pyrite, with lesser sphalerite, galena and chalcopyrite and traces of arsenopyrite and bornite. Sulphide mineralisation occurs as disseminations, blebs, and stringers within silicified metasediments and in quartz muscoviteFe chlorite-carbonate vein stockworks. The initial stage of the mineralising event consisted of fracturing and silicification of the host sequence. Euhedral to massive pyrite was subsequently deposited both as disseminations within the wall rock and within (commonly quartz filled) fractures. Sphalerite, galena, and white mica infill voids between earlier pyrite grains with the majority of carbonate being late stage. If the mineralisation formed during the Early Devonian, then the Ural Volcanics may have provided the heat source for the hydrothermal system or, more likely, it formed due of the Rast Trough entering a sag phase.

The alteration assemblage suggests the mineralising fluids were reduced and weakly acidic to near neutral. These fluids deposited significant zinc and lead together with minor copper, silver, and trace gold into structurally prepared sites within favourable units. The Browns Reef deposit is similar to mineralisation found in feeder zones of Selwyn-type (SEDEX) or Cobartype deposits.

The mineralisation is hosted as a planar zone predominantly within the basal units of the Preston Formation (O-R Horizons) and shows the same north-northwest trend and steep westerly dip as the stratigraphy. Exact stratigraphic controls are unclear; with previous workers suggesting higher grades are controlled by extensive silicification of porous sandstone, while observations from the 2014 drilling program indicate sulphides are concentrated primarily in the shale and siltstone of the P-Q Horizons. Either way, Browns Reef is a stratabound deposit. Cross cutting structures interpreted from aeromagnetic data may also have played a significant role in concentrating mineralisation. Lower tenor mineralisation encountered in the Middle Preston Formation and Clements Formation may be due to remobilisation along these later structures. The oxide zone is strongly leached with little economic mineralisation present in this zone. No supergene enrichment has been encountered in drilling.

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Structural Model Structural modelling strongly suggests Browns Reef is a Cobar-style deposit and has put into context the regional geological setting of the deposit. The modelling has been used to generate targets at Browns Reef, which have the potential for high grade zones along the mineralised corridor.

The structural model shows the complexity of the deposit that had not previously been interpreted. The model was derived from interpretations of measured observations of geological structures, and then subsequently correlated those observations with NSW Geological Survey mapping, geophysical datasets (gravity and aeromagnetics) and the seismic survey acquired by Geoscience Australia that bisects the Rast Trough. Put simply the model explains where repetitions of the prospective Preston Formation occur, where structures of interest intersect this geology and in turn where zones of possible mineralised thickening occur. The drilling completed by Kidman confirmed this model and will be used further by Eastern Metals to test for higher grade zones along the eastern limb of the interpreted synclinal structure, as well as to develop new targets in the Preston Formation where the western limb of the syncline lies under cover and also possibly on interpreted noses of the fold structure in the north and south.

Block model interpretation of geology and structure at Brown Reef.

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The block model of the Browns Reef area geology has been derived by ground observations and a seismic study completed by Geoscience Australia in 2008. The block model shows the basin-like structure of the Preston Formation and deep-seated structures that transect the project area and the mineralisation potential in the western zone of the Preston Formation.

Brown’s Reef Project - Rast Trough Architectural Framework Study Regional geophysical interpretation was undertaken by Kidman’s consultants in the last quarter of 2014 to provide an architectural framework for the Rast Trough and a regional context for known mineralisation at Brown’s Reef. An integrated approach was taken utilising aeromagnetic, Bouguer gravity, seismic and outcrop data sources as well as pre-existing published maps and interpretations.

It is suggested that major N-S and NW-SE oriented fault trends interacted during early Devonian extension to form a pull-apart basin above a corridor of east-dipping OrdovicianSilurian shear zones that penetrate to mid-crustal depths. The Siluro-Devonian volcanicvolcanoclastic basin underwent progressive deepening in response to sinistral transtension and was subsequently inverted during a dextral reactivation stage.

The Brown’s Reef deposit lies adjacent to major N-S shear zones and within a broad corridor of focused NW-SE trending faulting, which possibly reflect reactivation of a preferred basement orientation. The interaction of these two fault directions is interpreted to have provided primary zones of dilation, and a plumbing network for deeply sourced mineralising fluids. Fluids and mineralisation likely became redistributed during basin inversion, becoming focused in zones of structural complexity adjacent to the major faults.

Previous Exploration All previous exploration on EL 6321 has been focussed on the Browns Reef base metal mineralisation. The deposit was first discovered by the landowner who recognised outcropping gossanous material. The Jennings Industries-Electrolytic Zinc Company of Australia (EZ)-Esso Joint Venture, and Comet Resources have made the most significant contributions to defining the nature and tenor of the mineralisation.

Geological Mapping: The first detailed geological map of the Browns Reef area was completed by the Jennings/EZ/Esso Joint Venture, which compiled geological information from 1:5,000 scale surface mapping, RAB/auger drilling, and diamond drilling. An area of 1,700m x 400m was also mapped at 1:2,000 scale over the Browns Reef and Browns Reef South prospects.

Dominion Mining also completed a preliminary regolith photogeology study over the Browns Reef area.

Surficial Geochemistry: The first soil samples over the Browns Reef mineralisation were collected by the Jennings/EZ/ESSO Joint Venture, which undertook shallow auger and percussion drill sampling of the subsurface. Samples were collected on nominal 100 metre spaced lines and covered a ten-kilometre strike length of the Preston Formation.

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The collected samples were analysed for a Cu-Pb-Zn-As suite. The resultant assays returned maximum values of 1.59% Pb, 1500ppm Zn, 1250ppm Cu and 5600ppm As. A trial survey comprising geochemical analysis of ground water was also performed during this program.

Rock chip samples were also collected during geological mapping and analysed for a limited multi-element suite.

An orientation mobile metal ion (MMI) survey was carried out at the Browns Reef deposit and along strike to the south. Soil gas analyses were also conducted on the orientation soil samples. Soil samples were subsequently collected along strike to the north of the Browns Reef deposit for MMI analysis.

Geophysics: Several geophysical surveys have been conducted over the Browns Reef Project area including gravity, magnetics, time and frequency domain IP, Crone Pulse EM, down-hole IP and mise-àla-masse surveys. The down-hole IP was reported to be quite effective, while surface IP techniques suffered from cultural effects caused by fence lines.

The 1996 NSW DMR 250m line spaced aeromagnetic data was reprocessed, and little or no aeromagnetic response was produced by the Browns Reef mineralisation. Magnetic susceptibility measurements undertaken on drill core showed a lack of significant variation in susceptibility between mineralised and un-mineralised material.

Brown's Reef gravity interpretation showing areas of interest 40

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Haines Surveys were contracted by Equity-1 Resources to conduct a ground gravity survey over an area 4.6 km x 1.8 km at Browns Reef. A total of 524 stations over 48.6 line kilometres were surveyed on 100 m centres. Equity-1 also contracted UTS Geophysics to conduct a low level aeromagnetic and radiometric survey over an area 5.5 km x 1.9 km.

A detailed 3D gravity inversion completed by Kidman prior to the commencement of the 2014 drill campaign is shown above. The Brown’s Reef main deposit clearly abuts the western edge of a gravity anomaly, which is also coincident with the prospective Preston Formation that hosts the mineralisation. The areas highlighted along strike and to the west of the main deposit will be the focus for exploration of additional mineralised positions in the Preston Formation.

More recently, a very detailed airborne time domain EM survey was flown over the tenement and areas to the north as part of the MinEx CRC cooperative research program. A distinct EM anomaly was recorded over the Preston Formation towards the northern end of the tenement. It has never been followed up and will be an early target for Eastern Metals’ exploration program. At this stage, however, a cultural or man-made source of this anomaly (for example, a fence line, windmill or shed or similar buildings) cannot be ruled out.

Drilling: Two diamond drill holes were completed by A. J. Wood in 1968 to test the Browns Reef gossans. The holes were angled towards the west (not the ideal drilling direction for a westerly dipping structure) but they did not intersect the target lower Preston Formation. The holes were subsequently logged by the Jennings/EZ/Esso JV, who interpreted the stratigraphy in the holes as being part of the Cargelligo Group.

In addition to RAB/auger geochemical drilling, the Jennings/EZ/Esso JV completed twelve diamond holes (BR1-6, OT1, PC1, WS1, BS1-3) and three diamond wedge holes (BR3A, BR4A, BS2A) totalling 4,971 metres (including 367.6 metres of roller/blade pre-collar drilling). These holes were sampled over selected intervals (approximately 975m of core sampled) and analysed for Pb, Zn, Cu and Ag (467 assays). The core was predominately sampled where significant visible mineralisation was identified.

Costain Australia Limited completed six reverse circulation drill holes (BRR1–6) totalling 593m. These holes were drilled as follow-up to anomalous Au assays recorded during selective re-sampling of Jennings/EZ/Esso Joint Venture diamond core (maximum value reported from BS1 – 1m averaging 1.78 g/t Au). BRR1-6 were drilled in the Browns Reef and Browns Reef South prospect areas and were analysed primarily for Au and Ag over 1.0 metre intervals and selectively for Cu-Pb-Zn. Results were generally disappointing, with the maximum value reported being 1m averaging 2.61 g/t Au from BRR4.

Admiralty Resources/Equity-1 Resources completed ten reverse circulation drill holes (RC01EG01-7, RC02BR8-10) totalling 1,319 metres. These holes were located primarily to the north of the Browns Reef deposit. Six metre composite samples were analysed for a Pb Zn Cu-Ag-As-Ba-Cd Mo suite. The samples were not analysed for Au, with the exception of four composite samples from RC01EG05-7.

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Comet Resources completed ten reverse circulation holes, eight of which had diamond tails, and four diamond holes from surface for a total of 3,664 m. The Comet drill holes were designed to complement existing drill holes BR0001-BR0006, with the ultimate goal of providing sufficient drill data to perform a resource estimate incorporating block modelling and geostatistical grade interpolation techniques. Samples were analysed for Au by fire assay with an AAS finish and Ag, Cu, Pb, Zn and As using a multi-acid digest with an AAS finish.

Previous exploration reported the following weighted average drilling results at Browns Reef: -

BRD01: 10.1m averaging 6.92% Zn, 2.82% Pb, 0.34% Cu, 24g/t Ag from 258m within 41.1m averaging 2.81% Zn, 1.36% Pb, 0.17% Cu, 7.52g/t Ag from 243m, BRD002: 19m averaging 3.54% Zn, 1.79% Pb, 0.21% Cu, 16.75 g/t Ag from 268m within 136m averaging 1.67% Zn, 0.87 % Pb, 0.14 % Cu, 7.52 g/t Ag from 224m, and BR0018: 6m averaging 11.36% Zn, 4.8% Pb, 1.23% Cu, 74.17 g/t Ag from 368m within 58m averaging 2.0% Zn, 0.93% Pb, 0.42% Cu, 18.9 g/t Ag from 316m.

In addition, and of particular interest, at the southern end of the mineralised area, are two intersections of high-grade mineralisation in holes BS0002A of 9.3 metres averaging 5.1% Zn, 2.8% Pb and 0.2% Cu, and hole BD005 of 3.7 metres averaging 5.8% Zn, 3.2% Pb and 0.8% Cu, while at the northern end hole BRD013 returned an intersection of 7.0 metres averaging 5.5% Zn, 2.3% Pb, 0.5% Cu, 20.2 g/t Ag and 0.5 g/t Au. These high-grade intersections, which are open along strike and at depth, have not been followed up.

Significant scope exists to extend and upgrade the Browns Reef Exploration Target with open pit potential with mineralisation from near surface. The Brown’s Reef main deposit extends from drill hole BS0003 in the south to BRD012 in the north, a distance of some 2,700 metres.

The last drill hole completed by Kidman, BRD013, was collared 550m north of the main zone and confirmed both the geological model and the presence of high-grade mineralisation along strike. Drilling in the gap between BRD012 and BRD013 may confirm grade continuity, as well as test for high grade mineralisation further north.

Brown's Reef long section with holes BRD011 to BRD013 to the north

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Northern Extensions BRD011 returned a broad mineralised interval as follows: -

129m averaging 5.04 g/t Ag from 362m

-

7m averaging 3.02% Zn, 0.69% Pb, 0.4% Cu, 18g/t Ag from 447m within 39m @ 1.6% Zn, 0.56% Pb, 0.17% Cu, 10.5g/t Ag from 424m

-

7m averaging 1.3% Zn, 0.5% Pb, 0.1% Cu, 6.6g/t Ag from 479m.

The previously inaccessible and untested gravity target was targeted with BRD011. This is the second hole drilled into the gravity high. The BRD011 intersection shows a broad zone of silver mineralisation that appears to envelop the higher-grade zinc, lead, and copper zones.

BRD0012 returned numerous mineralised zones within a broad intersection as follows: -

99m averaging 0.8% Zn, 0.4% Pb, 4.87g/t Ag from 299m including

-

10m averaging 1.84% Zn, 0.9% Pb, 6.91g/t Ag from 299m and

-

13m averaging 1.24% Zn, 0.62% Pb, 4.17g/t Ag from 356m with

-

3m averaging 1.9% Zn, 0.87% Pb, 0.4% Cu, 31.25g/t Ag from 211m.

BRD012 was drilled 600m north of BRD011 targeting another peak gravity high, coincident with the interpreted Preston and Clements Formation contact. A similar broad zone of mineralisation was intersected with interspersed higher-grade intervals. Mineralised continuity was again confirmed, substantially increasing the strike length of the deposit. This position remains open down dip, and due to its position between 220-320 metres below surface has the potential to add significant tonnage to the prospect.

BRD013 intersected a massive sulphide zone on a 650m step out from previous drilling.

-

8.4m @ 4.7% Zn, 1.93 % Pb, 0.44% Cu, 18.7g/t Ag and 0.5g/t Au from 299.8m within

-

20m @ 9.3g/t Ag, 2.2% Zn, 0.9% Pb, 0.23% Cu, and 0.25g/t Au from 294m.

The BRD013 intersection also shows a broad zone of silver mineralisation that appears to envelop the higher-grade zinc, lead, and copper zones.

Metallurgical testing: ALS Metallurgy were contracted to undertake metallurgical testwork on drill core obtained during the 2014 drilling program. Eleven core intervals representing intersections of the Browns Reef deposit were dispatched for mineralogical and flotation assessment. Intervals were composed into a single bulk sample for testing. A head sample of the composite returned the following analyses:

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Mineralogical assessment of ground fractions of the composite indicate: -

Copper is present as chalcopyrite and chalcocite/covellite

-

Copper minerals are poorly liberated, and a proportion of the chalcopyrite is resident in sphalerite as fine blebs termed “chalcopyrite disease”

-

Copper minerals show a strong association with sphalerite

-

Galena shows good liberation below 75um and moderate association with sphalerite

-

Sphalerite is well liberated below 212um with composite grains mainly associated with non-sulphide gangue.

Preliminary flotation assessment indicates a poor overall response for copper with a rougher float recovering some 40% of copper to a 5% Cu grade concentrate. Concentrate also contained free floating galena and sphalerite. Further assessment is required to assess cleaning options.

Galena rougher flotation was very acceptable with some 85% recovery to a 30% Pb concentrate grade. Best results were obtained with the Cheminova collector D068. Lead cleaning tests were unable to generate a sales grade (>60% Pb) concentrate due to dilution with silicate. Silica depressants were tested but had little influence. Further assessment of concentrate cleaning is required.

Zinc flotation was uniformly good with over 90% recovery to a 28% Zn rougher using a conventional reagent suite of lime, copper sulphate and the Cytec collector 7021.

Conventional regrind and cleaning stages yielded best results in T11 with a 58% Zn concentrate at 88% recovery.

Exploration Target Estimate In 2014, Kidman contracted Geos Mining to undertake a mineral resource evaluation of the Browns Reef deposit. Based on this work, an Exploration Target estimate was completed and released to the ASX by Kidman on 20 January 2015 in an announcement titled “Clarification to Brown’s Reef Announcement”. The modelling process was based on historic exploration and the diamond drill program conducted by Kidman. The Exploration Target was reported in accordance with the JORC Code 2012 as: 27 to 37Mt grading at 1.3-1.4% Zn, 0.6- 0.7% Pb, 9-10g/t Ag and 0.2-0.3% Cu. The potential quantity and grade are conceptual in nature and there has been insufficient exploration to define a Mineral Resource. It is uncertain if further exploration will result in the determination of a Mineral Resource.

While the sampling procedure and data indicated potential for a technical classification as Inferred Mineral Resource, there was low confidence in the continuity of mineralisation between intercepts. The results were therefore classified as an Exploration Target.

Agricola is not aware of any new information or data that materially affects the information included in Kidman’s ASX release of 20 January 2015 and all the material assumptions and technical parameters underpinning the estimates continue to apply except as noted above.

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The form and context in which the findings of the ASX release as presented have not been materially modified.

Summary of estimation details The Browns Reef mineralisation occupies an area of approximately 0.4 km2 in the south of the 28.7 km2 tenement EL6321. The mineralisation modelling area is restricted to the central southern half of the tenement and covers approximately 0.3 km2. Brown’s Reef is a westerlydipping stratabound mineralised structurally controlled system that does not outcrop extensively at surface. The local geology is comprised of a sequence of west dipping and younging marine sedimentary and volcanic stratigraphy which displays an overall fining upwards trend from basal conglomerates through sandstone and siltstone to black shale with intercalated volcanics. Mineralisation over the majority of the deposit averages ~10m thickness; a substantially thickened zone exist in the main mineralisation at Brown’s Reef deposit where thicknesses of 40m have been intersected. The reason for this pronounced localised thickening is currently interpreted to be structure related.

Cross section through central zone of Brown's Reef mineralisation Exploration activities consist of a combination of diamond drilling and reverse circulation drilling. 52 diamond core drill holes and 22 reverse circulation drill holes were available for the mineralisation modelling at an approximate spacing of between 60 and 200m in the main mineralised zone of Brown’s Reef deposit. Geos Mining managed validation of the exploration database leading up to the mineralisation modelling, ensuring the dataset was as robust as possible.

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Modelling estimation of grade and tonnage was performed in Micromine software (version 2013). The mineralised section was subdivided into three mineralised zones using a Zn grade cut-off of 0.25% in conjunction with a secondary 1% Pb division. A vertical search ellipse was employed to maximise grade continuity between data points and preserve the grade profile characteristic of the majority of intersections. The resultant block model contains grade estimates for Zn, Pb, Ag and Cu. Tonnage was calculated on a dry basis using SG data measured from drill core.

Modelled drill hole data gave a target grade and tonnage for the main Brown’s Reef deposit and for an all-encompassing (all drill hole intersects) envelope Exploration Target.

Confidence in the sampling procedures, analytical data and QA/QC processes is acceptable.

However, there is low confidence in the continuity of mineralisation between intercepts within the steeply dipping mineralised zone which extends from 30m to a maximum depth of 670m below surface. After discussion with Kidman, Geos Mining decided the Brown’s Reef deposit remains as an Exploration Target at its current stage of exploration. Modelled drill hole data gave a target grade and tonnage for the main Brown’s Reef deposit and for an allencompassing envelope Exploration Target.

Browns Reef long section The Brown’s Reef main deposit extends from drill hole BS0003 in the south to BRD012 in the north of the deposit. Drill hole BRD013, was collared 550m north of the main zone and confirmed both the geological model and the presence of high-grade mineralisation along strike. The deposit does not satisfy the JORC criteria for a Mineral Resource at this stage, due to a lack of confidence in the continuity of grade between the drill intercepts.

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Quality and Reasonableness – VALMIN 7.3(b) Agricola has reviewed the Exploration Target estimate. The estimate was compiled in accordance with the JORC Code 2012. The information provided in JORC Table 1 of the Company’s Release of 20 January 2015 clearly sets out the steps taken to ensure a high-quality outcome for the mineral resource estimate.

The Exploration Target classification appropriately and reasonably reflects the level of confidence of the model to predict grade and tonnages for the deposit if it were to be mined.

It does not take into account any modifying factors for mining and processing. As such, it is useful for long term and life-of-mine planning but does not have the degree of accuracy for short term mine planning and detailed mine scheduling.

Agricola is satisfied that the Exploration Target estimate is of high quality and reasonable and carried out to a high professional standard as required by the JORC Code, 2012.

Further details of the Exploration Target estimate including JORC Table 1 are available in Kidman’s 20 January 2015 ASX release which is reproduced at the end of this report.

Exploration Potential Brown’s Reef is a westerly-dipping stratabound mineralised structurally controlled system that does not outcrop extensively at surface. The local geology is comprised of a sequence of west dipping and younging marine sedimentary and volcanic stratigraphy which displays an overall fining upwards trend from basal conglomerates through sandstone and siltstone to black shale with intercalated volcanics. Mineralisation over the majority of the deposit averages ~10m thickness; a substantially thickened zone exist in the main mineralisation at Brown’s Reef deposit where thicknesses of 40m have been intersected. The reason for this pronounced localised thickening is currently interpreted to be structure related.

The deposit does not satisfy the JORC criteria for a Mineral Resource at this stage, due to a lack of confidence in the continuity of the grade of mineralisation between the drill intercepts.

Potential exists to increase the confidence in the exploration target mineralisation with further closer spaced drilling.

Significant scope exists to extend and upgrade the Browns Reef Exploration Target with open pit potential with mineralisation from near surface. The Brown’s Reef main deposit extends from drill hole BS0003 in the south to BRD012 in the north of the deposit. The last drill hole completed by Kidman, BRD013, was collared 550m north of the main zone and confirmed both the geological model and the presence of high-grade mineralisation along strike. Drilling in the gap between BRD012 and BRD013 may confirm grade continuity, as well as test for high grade mineralisation further north.

Potential northern extensions to the Exploration Target are demonstrated by drill holes BH011, BH012 and BH013. The previously inaccessible and untested gravity zone was tested with BRD011. This is the second hole drilled into the gravity high. The BRD011 intersection shows a broad zone of silver mineralisation that appears to envelop the higher-grade zinc, lead, and copper zones.

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BRD012 was drilled 600m north of BRD011 targeting another peak gravity high, coincident with the interpreted Preston and Clements Formation contact. A similar broad zone of mineralisation was intersected with interspersed higher-grade intervals. Mineralised continuity was again confirmed, substantially increasing the strike length of the deposit. This position remains open down dip, and due to its position between 220-320 metres below surface has the potential to add significant tonnage to the prospect.

BRD013 intersected a massive sulphide zone on a 650m step out from previous drilling. The intersection shows a broad zone of silver mineralisation that appears to envelop the highergrade zinc, lead and copper zones.

Browns Reef plan (EL 6321) – mineralised trend and selected drill hole intercepts The Browns Reef area remains prospective for further discovery, including the potential for economic mineralisation in high grade pods. Several step-out drill holes by Kidman revealed narrow high-grade mineralisation associated with gravity anomalies and indicate a much more intensive program is required to test the mineral potential of the project.

Sporadic drilling along the mineralised trend returned interesting results that may represent further mineralised zones and a number of untested prospects at Pine Clump, Old Tank and Woolshed have been delineated to the north with Brown’s Reef south yet to be fully explored.

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The mineralised zone has been traced over a strike length of 5.4 kilometres and is open to the north and south.

Browns Reef long-section (looking west) with key drill intercepts

Oblique 3D long section of Browns Reef deposit highlighting block model extents, geological setting, and areas for follow up drilling The Tara exploration licence EL 9180 covers an area of 376 square kilometres and is located 120 kilometres south of Cobar. The basement geology comprises mostly Silurian Erimeran Granite apart from the southeast corner where Ordovician slates of the Tallebung Group outcrop. Some inliers of these sediments are also present within the granite batholith.

Several companies have previously held exploration titles over parts of EL 9180. Electrical geophysical anomalies associated with narrow lenses of gossanous slate were tested with two diamond drill holes totalling 551 metres at the Tara prospect. Both holes intersected graphitic sediments containing disseminated pyrite but with no associated base metal mineralisation.

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Other ground exploration has mostly been limited to reconnaissance surveys with no notable success.

EL 9180 Bothrooney is situated immediately east of the northern end of the NSW Geological Survey North Cobar MMA area. Minor biogeochemical and hydrogeochemical (water bore) sampling has been conducted across the tenement as part of the government’s Minex CRC program designed to stimulate mineral exploration in NSW. EL 9136 is an elongate tenement that adjoins EL 6321 to the east. The tenement covers the northern and southern extensions of the Woorara Fault zone beyond the boundary of the Browns Reef tenement. The Woorara Fault is a major north-south trending thrust that marks the eastern margin of the Rast Trough. At Browns Reef the Woorara Fault is located at the base of the stratigraphy that is host to the Zn-Pb-Cu mineralisation and may have played an important role in the formation of the deposit.

The surface geology of the tenement comprises mostly Quaternary and Tertiary sediments deposited on the flood plains of the Lachlan River and its tributary Booberoi Creek. Small areas of crystalline Ural Volcanics outcrop in the north and south. Tertiary basalt flows cross both EL 6321 and EL 9136 in the region near the township of Lake Cargelligo.

There are no significant mineral deposits known within the tenement. Past exploration programs have been conducted by several companies and work conducted includes airborne magnetic surveys to define targets for follow up investigation. None of the anomalies located within the tenement yielded significant results from ground surveys that in some cases included minor RAB drilling.

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THOMSON PROJECT The Thomson Project comprises two Exploration Licences EL 9194 Harrier and EL 9190 Falcon covering a total of 1,451 square kilometres 250km northwest of Cobar in New South Wales.

It is located between Bourke and Tibooburra.

The status of the tenements in the Thomson Project has been verified based on a recent independent inquiry of the Geological Survey of New South Wales DIGS database by Agricola, pursuant to section 7.2 of the VALMIN Code, 2015. The tenements are believed to be in good standing based on this inquiry. Further tenement details are set out in the solicitor’s report on the status of tenements elsewhere in this Prospectus.

Location of the Thomson Project tenements

Regional Geological Setting Rocks of the Thomson Orogen underlie much of central and western Queensland where it is concealed by Mesozoic cover. The southern boundary of the Thomson Orogen where it abuts against the Lachlan Orogen is a curvilinear east–west fault zone in north- western New South Wales This fault zone is inferred to be a major suture between two orogenic belts. Further north, the eastern boundary of the Thomson Orogen extends east to the Permian–Triassic Bowen Basin on the surface.

Drill hole data indicate that rocks in the Thomson Orogen range in age from Precambrian through to Late Devonian.

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Regional geology of Eastern Australia showing the Thomson Orogen which lies below extensive cover of the Eromanga Basin.

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Only 1% of the southern part of the Thomson Origen outcrops, because most of it lies beneath cover rocks of the Mesozoic Eromanga Basin.

The Thomson Orogen is one of the most poorly understood major orogenic belts in Australia.

It covers a vast area: mostly throughout south-central Queensland but extends into northwestern NSW. Named after the Thomson River in central Queensland, it is part of the greater Tasmanides of eastern Australia.

The Au-endowed Late Cambrian inliers exposed in the Tibooburra– Milparinka area suggest that there is potential for orogenic Au mineralisation in the region. Limited drilling has revealed quartz veining in altered metasediments throughout the NSW Thomson Orogen, including sulphide mineralisation associated with quartz veining in deformed phyllites in the area covered by the Urisino 1:250 000 sheet. The presence of basalts (with ocean island chemistry) and serpentinites in the project area (Louth Volcanics) suggest that the orogen has the potential to host arc- and ocean crust-related Au and base metal deposits. Gold–base metal deposits around Mount Dijou, south of Bourke, and Sn deposits associated with the Triassic Doradilla Granite, are also within the interpreted Thomson Orogen boundary.

Mineral systems and geochemistry New isotopic studies aim to reassess prospectivity for mineralisation including base and precious metals, nickel, and uranium. Links with nearby mineral systems include mineralisation around Tibooburra (orogenic Au), Cobar (syn- deformational Au and base metals), Doradilla (hydrothermal Cu, skarn Sn and lateritic Ni) and Girilambone (VHS Cu and Au) in NSW, and also the vein-hosted Au mineralisation in old mine workings at Granite Springs in Qld. One area of mineral systems focus has been two undercover prospects – Cuttaburra and F1 – located north of the Olepoloko Fault near White Cliffs, in the southwest of Eastern Metals’ Thomson Project area. Exploration drilling reported by Thomson Resources Limited found indications of Au, Mo and W mineralisation associated with hydrothermally veined and altered metasedimentary rocks and disseminated within I-type granite.

An early magmatic-hydrothermal stage (H1) is characterised by disseminated molybdenite, pyrite, pyrrhotite and chalcopyrite hosted within granites. New U–Pb zircon ages (Armistead & Fraser 2015) and previously dated granite in the region indicate that the host granites crystallised between ~429 Ma and 425 Ma. The ages indicated by Re–Os analysis of molybdenite from this assemblage also lie within uncertainty of those magmatic crystallisation ages. New δ34S data from H1 sulphides are consistent with a magmatichydrothermal source of sulphur.

A second hydrothermal event (H2) is characterised by molybdenite, chalcopyrite, pyrite and pyrrhotite which are hosted by chlorite–muscovite–calcite veins that cross- cut the granites.

A third hydrothermal mineralisation event (H3) is characterised by chalcopyrite, arsenopyrite, galena, pyrite, pyrrhotite, sphalerite, molybdenite and electrum hosted by quartz–calcite veins that crosscut the granite and metasedimentary package. Lead isotope values of the galena (Huston, unpublished data; Rothery 2013) from this assemblage are similar to those from Cobar Cu–Au deposits and produce locally constrained model ages of ~400–360 Ma.

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Another area of minerals focus investigation has been an ultramafic intrusion at the Pirelli prospect, north of Bourke, for PGE potential. The ultramafic rocks are the source of linear magnetic anomalies on an east-northeast trend located within the Culgoa Shear Zone (or lineament). Studies included petrography and SEM, with major and trace element geochemistry for 12 samples of drill core, and results have been compared with other ultramafic intrusions such as the Fifield Complex.

The Southern Thomson Fold Belt and the Cobar Basin Basement rocks in the Thomson Orogen rocks have long been acknowledged as potential hosts to mineralisation, but the depth of cover and the lack of quality past exploration data had held back private sector activities until a cooperative program between the Geological Surveys of Queensland and New South Wales and Geoscience Australia that commenced in 2005 led to a better understanding of the regional potential. High quality aeromagnetic data became available from this program, and this led to drill testing of some of the anomalies by a small number of companies.

Interpretations of lithologies intersected in this drilling suggest that the basement rocks in the area of tenements held by Eastern Metals in its Thomson Project area are equivalent to those of the Cobar Basin, and therefore potentially prospective for the discovery of similar styles of mineralisation.

The Cobar deposits in relation to the Thomson Fold Belt

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The Cobar deposits are generally steeply dipping, or pipe-like with little surface geological or geochemical expression. However, the ore systems typically contain magnetic material, mainly the iron sulphide mineral pyrrhotite, and can be identified using ground or airborne magnetic surveys. The magnetic anomalies associated with the Cobar deposits are generally very localized, discrete “bullseye” type anomalies.

Interpretation of high-quality regional geophysics has defined areas with potential for Cobar Basin rocks under relatively shallow cover on the southern margin of the Thomson Orogen.

Previous companies have attempted to drill test some of the anomalies on the Thomson Project area. In most cases, this drilling has either been mistargeted or too shallow to satisfactorily test the anomalies. Insufficient magnetic material has been intersected by these holes to account for the magnetic anomalies. This has been acknowledged in reports by the previous companies.

However, all holes drilled on these anomalies intersected spotty, anomalous base and precious metals values and geology indicative of possible proximity to significant mineral systems.

Exploration Potential Mineralisation potential in the southern Thomson Orogen include Cu deposits in BIF-like metamorphosed metasediments, VHMS base metal deposits, and Ni in ultramafic schists, porphyry copper-gold deposits might be expected, Orogenic gold deposit are likely to occur in the deformed extensive turbidite piles and volcanic or sediment-hosted Cu deposits equivalent to Girilambone group copper deposits. Intrusion-related gold deposits associated with ~430 Ma granites. Tin deposits have been discovered in the 420 Ma old Brewarrina granite.

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Eastern Metals’ exploration targets within the Thomson Project tenements are copper-gold and lead-zinc-silver deposits similar to the Great Cobar and CSA copper-gold mines, and the Endeavor lead zinc mine. These types of deposits are generally steeply dipping, or pipe-like, with little surface geological or geochemical expression. However, the ore systems typically contain magnetic material, mainly the iron-sulphide mineral pyrrhotite, and can be identified using ground or airborne magnetic surveys. The magnetic anomalies associated with the Cobar deposits are generally very localised, discrete “bullseye” type anomalies.

Eastern Metals has reviewed high quality aeromagnetic data available for the southern part of the Thomson Orogen and has identified a number of anomalies with characteristics similar to those caused by orebodies in the Cobar region. This analysis has informed the Company’s exploration strategy for its Thomson Project and led to the selection of ground that Eastern Metals has under tenure. Careful analysis and modelling of these anomalies can be used to guide drilling programs because the available geophysical data is of very high quality and no further fieldwork will be required prior to drilling.

Cobar-type bulls-eye magnetic anomalies have been identified within the Company’s tenements.

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PROPOSED EXPLORATION PROGRAMS AND BUDGETS Eastern Metals has developed work programs and budgets for its three Projects for both the Minimum Subscription of $4.5 million case, and the Maximum Subscription of $6.0 million case. These are as follows: ARUNTA PROJECT Proposed Work Program Arunta Project 1. Complete technical review of project geological, geochemical and geophysical data for the Home of Bullion area; 2. Geological and mineralisation modelling of existing data from Prospect D to define new drill targets; 3. Community, landowner native title holder consultation. Review and renewal of various agreements. Heritage surveys as required; 4. Two campaigns of RC and diamond drilling designed to increase the mineral resource at the Home of Bullion deposit; 5. Revise the resource estimate for Home of Bullion deposit & conduct metallurgical test work and preliminary feasibility studies; 6. Follow up RC and diamond drilling at Prospect D based on the results of the modelling in (2) above; 7. Review of geological and geophysical data from the Redback, Anvil and Tin Can Camp prospects and generate targets for deeper drilling; 8. Regional geological reconnaissance mapping and rock chip sampling of pegmatites for lithium; and 9. New project generation.

Proposed Budget Arunta Project The budget for the proposed work programs for the Arunta Project are set out in the following table.

Minimum Raise $4.5 million

Maximum Raise $6.0 million

Activity

Year 1

Year 2

Total

Year 1

Year 2

Total

Drilling and sampling

$400,000

$650,000

$1,050,000

$640,000

$850,000

$1,490,000

Other exploration

$40,000

$40,000

$80,000

$40,000

$100,000

$140,000

Metallurgy and feasibility

-

$80,000

$80,000

$30,000

$140,000

$170,000

New prospect generation

-

-

-

$25,000

$40,000

$65,000

Totals

$440,000

$770,000

$1,210,000

$735,000

$1,130,000

$1,865,000

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COBAR PROJECT Proposed Work Program EL 6321 Browns Reef 1. Complete technical review of project geological, geochemical and geophysical data; 2. Community and landowner consultation and renewal of access and compensation agreements; 3. RAB drilling on traverses crossing the interpreted western and southern zones of the prospective Preston Formation rocks; 4. Drilling one or more inclined RC/diamond holes to follow-up high grade Cu-Pb-Zn intersections in previous holes BS0002A (9.3m averaging 5.1% Zn, 4.1% Pb, 0.2% Cu) and BRD005 (3.7m averaging 5.8% Zn, 5.6% Pb, 0.8% Cu); 5. Drill one or more RC/diamond holes on the Browns Reef South high grade zone together with down-hole geophysical surveys; 6. Ground checking of the anomaly recognised in the NSWGS/MinEx CRC AEM anomaly; 7. Deep drill test targets defined from RAB drilling on western limb of Preston Formation; 8. Prepare a resource estimate for the Browns Reef deposit, with a focus on high grade zones; and 9. Generate new targets.

Proposed Work Program EL 9180 Tara 1. Complete technical review of previous company geological, geochemical and geophysical data; 2. Community and landowner consultation and negotiation of access and compensation agreements; 3. Regional geological reconnaissance mapping and sampling; 4. Follow-up anomalous NSWGS/MinEx CRC hydrogeochemical targets and evaluate potential for geobotanical sampling; and 5. Define targets for grid-based ground geophysics, RAB geochemical sampling and deeper drilling.

Proposed Work Program EL 9136 Bothrooney 1. Complete technical review of previous company geological, geochemical and geophysical data; 2. Community and landowner consultation and negotiation of access and compensation agreements; 3. Regional geological reconnaissance mapping and sampling; and 4. Define targets for grid based ground geophysics, RAB geochemical sampling and deeper drilling.

Proposed Budget Cobar Project The proposed total budgets for all three tenements that comprise the Cobar Project are set out in the following table.

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Minimum Raise $4.5 million

Maximum Raise $6.0 million

Activity

Year 1

Year 2

Total

Year 1

Year 2

Total

Geophysics

-

$40,000

$40,000

-

$50,000

$50,000

Drilling and sampling

$300,000

$721,000

$1,021,000

$440,000

$921,000

$1,361,000

Other exploration

$100,000

$130,000

$230,000

$150,000

$180,000

$330,000

New prospect generation

-

-

-

$25,000

$40,000

$65,000

Totals

$400,000

$891,000

$1,291,000

$615,000

$1,191,000

$1,806,000

THOMSON PROJECT Proposed Work Program EL 9194 Harrier 1. Complete technical review of previous company geological, geochemical and geophysical data; 2. Carry out geophysical modelling on Elura/Endeavour type magnetic anomaly targets; 3. Design drill testing programs for the highest priority anomaly targets; 4. Prepare presentations, conduct joint venture negotiations. Farm-out tenement; and 5. Attend joint venture meetings and review results. Provide project input.

Proposed Work Program EL 9190 Falcon 1. Complete technical review of previous company geological, geochemical and geophysical data; 2. Carry out geophysical modelling on Elura/Endeavour type magnetic anomaly targets; 3. Design drill testing programs for the highest priority anomaly targets; 4. Prepare presentations, conduct joint venture negotiations, Farm-out tenement; and 5. Attend joint venture meetings & review results. Provide project input.

Proposed Budget Thomson Project The total budget for the two tenements of the Thomson Project is set out in the following table.

Minimum Raise $4.5 million

Maximum Raise $6.0 million

Activity

Year 1

Year 2

Total

Year 1

Year 2

Total

Drilling and sampling

-

-

-

-

-

-

Other exploration

$75,000

$100,000

$175,000

$75,000

$125,000

$200,000

Totals

$75,000

$100,000

$175,000

$75,000

$125,000

$200,000

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TOTAL BUDGET - ALL THREE PROJECTS The proposed total budgets for the Arunta, Cobar and Thomson Projects are set out in the following table.

Minimum Raise $4.5 million

Maximum Raise $6.0 million

Project

Year 1

Year 2

Total

Year 1

Year 2

Total

Arunta Project

$440,000

$770,000

$1,210,000

$735,000

$1,130,000

$1,865,000

Cobar Project

$400,000

$891,000

$1,291,000

$615,000

$1,191,000

$1,806,000

Thomson Project

$75,000

$100,000

$175,000

$75,000

$125,000

$200,000

Totals

$915,000

$1,761,000

$2,676,000

$1,425,000

$2,446,000

$3,871,000

Agricola has reviewed the proposed exploration programs and budgets as set out above. In Agricola’s opinion, the results of previous exploration support the Company’s proposed exploration strategy and work programs. The exploration programs have been costed in line with normal industry standards. The budgets are sufficient to carry out the programs and can be afforded, having regard to Eastern Metals’ IPO Minimum Subscription of $4.5 million and its Maximum Subscription of $6.0 million Future expenditure will naturally depend on the success of the proposed exploration and drilling programs. Eastern Metals may require additional funds should the outcome of the drilling necessitate modifications to the work program.

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REFERENCES Armistead and Fraser, 2015, New SHRIMP U-Pb zircon from the Cuttaburra and F1 prospects, Geoscience Australia record 2015/020 Blanchard, R, 1936, Report to Mt Isa Mines on the Home of Bullion mine Cayley, R., 2017, Mineral Systems Analysis in the Tasmanides – Looking North from the South through ‘Lachlan Orocline’ coloured glasses, AIG Bulletin 67.

Colquhoun G.P., Meakin N.S. and Cameron R.G., 2005, Explanatory Notes Cargelligo 1:250 000 Geological Sheet 3rd edition. NSW Department of Primary Industries.

Cooper I., 2017, Finding Hera, Looking for the rest of the family, CWEDG. David A. Foster and David R. Gray, 2000, Evolution and Structure of The Lachlan Fold Belt (Orogen) of Eastern Australia, Annu. Rev. Earth Planet. Sci. 2000. 28:47–80.

David, Vladimir, undated, Cobar Basin metallogenesis, Mines and Wines conference Downes, Peter et al, undated, Geological setting of the Browns Reef deposit, Lake Cargelligo, Central NSW, Geological Survey of NSW flyer Downes, P M, 2004, Quarterly notes of the Geological Survey of NSW, 117 GSNSW 2020, Geological Survey of NSW, South Cobar AEM Survey, Open file data, 2020.

Goldstake Explorations Inc., 2003, Qualifying Report on the Projects. The Golden Gully Gold Prospect The Barrow Creek Prospects and Whitewood Creek Tailings Deposit, Dr. Derek E McBride, January 27, 2003 Greenfield, J E, Latest data and insights from the Geological Survey of NSW, GeoHug presentation, 17 July 2020 Hegarty, Rosemary, 2015, The southern Thomson project - looking into the basement of a new frontier terrane, Mines and Wines conference Hill, SM, Greenfield, JE, Gilmore, PG and Reid, WJ, 2008. Guide for mineral exploration through and within the regolith in the southwestern Thomson Orogen, New South Wales., CRC LEME c/o CSIRO Exploration and Mining, P.O. Box 1130, Bentley WA 6102 Hill, SM, Greenfield, JE, Gilmore, PG and Reid, WJ, 2008. Guide for mineral exploration through and within the regolith in the southwestern Thomson Orogen, New South Wales., CRC LEME c/o CSIRO Exploration and Mining, P.O. Box 1130, Bentley WA 6102 Hossfeld, 1937, included in report on a geophysical survey of northern Australia Kidman Resources Ltd, 2012, Strong DHEM conductors identified at Home of Bullion, NT, ASX Release 29 November 2012 Kidman Resources Ltd, 2012, Airborne Magnetics significantly extends HOB potential, ASX Release 27 September 2012 Kidman Resources Ltd, 2012, Prospect D – Copper/Nickel Drill Targets Identified, ASX Release 11 October 2012 Kidman Resources Ltd, 2013, New High Grade Copper Zone confirmed on Main lode, ASX Release, 6 December 2013 Kidman Resources Ltd, 2012-2015, Annual Reports to Shareholders.

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Kidman Resources Ltd, 2012-2015, Quarterly Reports to Shareholders.

Kidman Resources Ltd, 2014, September 2014 Quarterly Activities Report ASX Release 31 October 2014 Kidman Resources Ltd, 2014, Maiden Resource at Home of Bullion, ASX Release, 29 July 2014 Kidman Resources Ltd, 2012, Strong DHEM conductors identified at Home of Bullion, NT, ASX Release 29 November 2012 Kidman Resources Ltd, 2012, Airborne Magnetics significantly extends HOB potential, ASX Release 27 September 2012 Kidman Resources Ltd, 2012, Prospect D – Copper/Nickel Drill Targets Identified, ASX Release 11 October 2012 Kidman Resources Ltd, 2013, New High Grade Copper Zone confirmed on Main lode, ASX Release, 6 December 2013 Kidman Resources Ltd, 2012-2015, Annual Reports to Shareholders.

Kidman Resources Ltd, 2012-2015, Quarterly Reports to Shareholders.

Kidman Resources Ltd, 2014, September 2014 Quarterly Activities Report ASX Release31 October 2014 Kidman Resources Ltd, 2014, Maiden Resource at Home of Bullion, ASX Release, 29 July 2014 Kidman Resources Ltd, 2015, Clarification to Brown’s Reef Announcement, ASX Release, 20 January 2015 Kidman Resources Ltd, 2014, Resource Estimation defines extensive Exploration targets at Brown’s Reef, ASX Release, 29 December2014 Kidman Resources Ltd, 2015, Clarification to Brown’s Reef Announcement, ASX Release, 20 January 2015 Maddigan, 1934, Report to Central Australian Silver, Lead and Copper Mining Company NL Minotaur Resources Limited, 2008, Annual Technical Report, EL 6664 Klondike New South Wales for the year ending 20 November, 2008 Phillips, G N (Ed), 2017. Australian Ore Deposits, The Australasian Institute of Mining and Metallurgy: Melbourne Purdy DJ, Hegarty, R and Doublier M P, 2018, Basement geology of the southern Thomson Orogen, Australian Journal of Earth Sciences, 65:7-8, 893-916, DOI 10.1080/08120099.2018.1453547 Rothery, 2013, Lead isotope values from the Thomson area, AIG Bulletin 55, p 143–152 Schifano, Joe, undated, Regional biogeochemical mapping (and associated regolith studies) of the Cobar Basin for mineral exploration at regional to local scales Stewart, A J and Warren, R G (1977) The mineral potential of the Arunta Block, central Australia,

BMR Journal of Australian Geology and Geophysics 2(1) p21-34 Sullivan, 1950, Report uncertain 62

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Thomson Resources Ltd, 2015, Northwest Extensions of The Cobar Basin? - The Thomson Fold Belt, NSW, Mines and Wines conference 2010 Yeats, Chris, 2019, Stepping off the edge: MinEx CRC data acquisition in NSW, presentation given at Discoveries in the Tasmanides conference, Wagga Wagga, 27 September 2019 Note: Drill hole listings and intercepts are reported and available in the Public Domain as ASX Releases by Kidman Resources Ltd (ASX:KDR). The releases include JORC Table 1.

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RISKS FOR EXPLORATION COMPANIES Agricola has identified a range of risk elements or risk factors, which may affect the exploration outcomes of the Company’s Projects. There are specific risks associated with the activities of the Company and general risks which are largely beyond the control of the Company and the Directors.

The risks identified below, or other risk factors, may have a material impact on the future exploration performance. The risks outlined below are not exhaustive but are the minimum exposure areas. These risks may cover such areas as: Security of Tenure This may specifically cover mining tenure whereby country specific mining laws and legislation apply.

Any opportunity in Australia and overseas will be subject to particular risks associated with operating in Australia or the respective foreign country.

These risks may include economic, social or political instability or change, hyperinflation, currency non-convertibility or instability and changes of law affecting foreign ownership, exchange control, exploration licensing, export duties, investment into a foreign country and repatriation of income or return of capital, environmental protection, land access and environmental regulation, mine safety, labour relations as well as government control over mineral properties or government regulations that require the employment of local staff or contractors or require other benefits be provided to local residents.

-

-

-

The Projects include granted Exploration Licences in the Northern Territory and New South Wales.

Risks are associated with obtaining the renewal of tenements upon expiry of their current term, including the grant of subsequent titles where applied for over the same ground.

The grant or refusal of tenements is subject to ministerial discretion and there is no certainty that tenements applied for will be granted.

Applications are also subject to additional processes and requirements under the Native Title Act in Australia. The right to negotiate process under Native Title matters can result in significant delays to the implementation of any project or stall it. Negotiated native title agreements may adversely impact on the economics of projects depending on the nature of any commercial terms agreed.

The status of the tenements in the Northern Territory and New South Wales has been verified based on a recent independent inquiry of the state government databases by Agricola, pursuant to section 7.2 of the VALMIN Code, 2015. The tenements are believed to be in good standing based on this inquiry. This is supported by the solicitor’s report on the status of tenements which is included elsewhere in the Prospectus.

Agricola considers that the exploration strategy and programs proposed by Eastern Metals are consistent with the mineral potential and status of the Projects. The proposed expenditure is sufficient to meet statutory tenement expenditure requirements.

Exploration Risk Mineral exploration and development are high risk undertakings due to the high level of inherent uncertainty. There can be no assurance that exploration of the Company’s tenements will result in the discovery of economic mineralisation. Even if economic mineralisation is discovered there is no guarantee that it can be commercially exploited.

Any future exploration 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.

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-

Risks inherent in exploration and mining include, among other things, successful exploration, and identification of Mineral Resources; satisfactory performance of mining operations if a mineable deposit is discovered; and competent management.

The Company’s Projects have been explored over the past decades. New techniques and deeper drilling may reveal new area of interest areas or identify areas with inadequate exploration.

A number of areas of anomalism have been identified within the Project areas that have yet to be explored in detail.

Resource Estimates The Company’s projects contain JORC Code compliant Resources and Exploration Targets. There is no guarantee that any additional JORC Code compliant resources will be discovered on any of the Company’s tenements. Resource estimates are expressions of judgement based on knowledge, experience, and industry practice. Estimates which were valid when originally calculated may alter significantly when new information or techniques become available. In addition, by their very nature, resource estimates are imprecise and depend to some extent on interpretations which may prove to be inaccurate. As further information becomes available through additional fieldwork and analysis the estimates are likely to change. This may result in alterations to development and mining plans which may, in turn, adversely affect the Company’s operations.

-

-

Indicated and Inferred Mineral Resources have been estimated at the Arunta Complex Project at the Home of Bullion Deposit.

An Exploration Target has been estimated at the Cobar Basim Project at the Brown’s Reef Deposit. The potential quantity and grade are conceptual in nature and there has

been insufficient exploration to define a Mineral Resource. It is uncertain if further exploration will result in the determination of a Mineral Resource.

There is no certainty that further exploration work will result in the determination or upgrade of mineral resources to the JORC 2012 standard.

Access Risks – Cultural Heritage and Native Title The Company must comply with various country specific cultural heritage and native title legislation including access agreements which require various commitments, such as base studies and compliant survey work, to be undertaken ahead of the commencement of mining operations.

It is possible that some areas of those tenements may not be available for exploration due to cultural heritage and native title legislation or invalid access agreements. The Company may need to obtain the consent of the holders of such interests before commencing activities on affected areas of the tenements. These consents may be delayed or may be given on conditions which are not satisfactory to the Company.

Land Access -

-

Risks arising because of the rights of indigenous groups in domestic and overseas jurisdictions which may affect the ability to gain access to prospective exploration areas and to obtain exploration titles and access, and to obtain production titles for mining if exploration is successful. If negotiations for such access are successful, compensation may be necessary in settling indigenous title claims lodged over any of the tenements held or acquired by the Company. The level of impact of these matters will depend, in part, on the location and status of the tenements.

The risks associated with being able to negotiate access to land, including by conducting heritage and environmental surveys, to allow for prospecting, exploration, and mining, is time and capital consuming and may be over budget and is not guaranteed of success.

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Native Title -

-

-

Native title rights and interests are those rights in relation to land or waters that are held

by Aboriginal or Torres Strait Islander peoples under their traditional laws and customs and recognized by the common law. Native title was first accepted into the common law of Australia by the High Court of Australia's decision in Mabo (No 2) in 1992.

Australian law recognizes that, except where native title had been wholly extinguished by the historical grant of freehold, leasehold, and other interests, native title exists where Aboriginal people have maintained a traditional connection to their land and waters substantially uninterrupted since sovereignty.

The particular rights and interests vary from case to case but may include the right to live and camp in the area, conduct ceremonies, hunt and fish, build shelter, and visit places of cultural importance. Some native title holders may also have the right to control access.

Australian law also requires that native title approval be obtained before mining applications can commence. All agreements with the Traditional Owners are carried out by negotiation, with bespoke arrangements being concluded in each individual case.

Equipment and Management -

Poor access to exploration areas as a result of remoteness or difficult terrain.

Poor weather conditions over a prolonged period which might adversely affect mining and exploration activities and the timing of earning revenues.

Unforeseen major failures, breakdowns or repairs required to key items of exploration equipment and vehicles, mining plant and equipment or mine structure resulting in significant delays, notwithstanding regular programs of repair, maintenance, and upkeep.

The availability and high cost of quality management, contractors and equipment for exploration, mining, and the corporate and administration functions in the current economic climate and the cost of identifying, negotiating with and engaging the right people.

Environmental Risks The operations and proposed activities of the Company are subject to each project’s jurisdiction, 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. Future legislation and regulations governing exploration, development and possible production may impose significant environmental obligations on the Company.

The cost and complexity of complying with the applicable environmental laws and regulations may prevent the Company from being able to develop potential economically viable mineral deposits. The Company may require approval from the relevant authorities before it can undertake activities that are likely to impact the environment. Failure to obtain such approvals or to obtain them on terms acceptable to the Company may prevent the Company from undertaking its desired activities.

The Company is unable to predict the effect of additional environmental laws and regulations, which may be adopted in the future, including whether any such laws or regulations would materially increase the Company’s cost of doing business or affect its operations in any area. There can be no assurances that new environmental laws, regulations, or stricter enforcement policies, once implemented, will not oblige the Company to incur significant expenses and undertake significant investments in such respect which could have a material adverse effect on the Company’s business, financial condition, and results of operations.

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The risk of material adverse changes in the government policies or legislation of the host country affect the level and practicality of mining and exploration activities.

Environmental management issues with which the holder may be required to comply from time to time. There are very substantive legislative and regulatory regimes with which the holder needs to comply for land access, exploration and mining that can lead to significant delays.

Economic General economic conditions, introduction of tax reform, new legislation, the general level of activity within the resources industry, movements in interest and inflation rates and currency exchange rates may have an adverse effect on the Company’s exploration, development, and possible production activities, as well as on its ability to fund those activities.

Sovereign and Political Risk The Company’s tenements are wholly within the Northern Territory and New South Wales. The Company’s interests are subject to the risks associated with operating in Australia. These risks may include economic, social, or political instability or change, hyperinflation, currency non-convertibility or instability and changes of law affecting foreign ownership, exchange control, exploration licensing, land access and environmental regulation, mine safety, labour relations as well as government control.

DECLARATIONS, COMPETENCE, and INDEPENDENCE Relevant codes and guidelines This Report has been prepared as an Independent Technical Assessment Report in accordance with the Australasian Code for Public Reporting of Technical Assessment of Mineral Assets (the “VALMIN Code”, 2015 Edition), which is binding upon Members of the Australasian Institute of Mining and Metallurgy (“AusIMM”) and the Australian Institute of Geoscientists (“AIG”), as well as the rules and guidelines issued by ASIC which pertain to Independent Expert Reports (Regulatory Guides RG111 and RG112, March 2011). Agricola is in compliance with RG112.31 because there are no business or professional relationships or interests between it and Eastern Metals which would affect the expert’s ability to present an unbiased opinion within this report.

Where exploration results and mineral resources have been referred to in this report, the information was prepared in accordance with the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (“JORC Code” 2012), prepared by the Joint Ore Reserves Committee of the AusIMM, the AIG and the Minerals Council of Australia. 1 Sources of Information The statements and opinion contained in this report are given in good faith and this review is based on information provided by the Company, along with technical reports by consultants, previous tenements holders and other relevant published and unpublished data for the area. Exploration results are based on, and fairly represent, information and supporting documentation collated by Malcolm Castle.

1

ASIC, 2011, Content of Expert Reports, Regulatory Guideline 111, March 2011.

ASIC, 2011, Independence of Experts, Regulatory Guideline 112, March 2011.

JORC, 2012. Australasian Code for Reporting of Exploration Results, Mineral resources and Ore Reserves (The JORC Code) [online].

VALMIN, 2015, Australasian Code for Public Reporting of Technical Assessments and Valuations of Mineral Assets (The VALMIN Code) [online].

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Agricola has endeavoured, by making all reasonable enquiries, to confirm the authenticity, accuracy, and completeness of the technical data upon which this report is based. A final draft of this report was provided to the Company, along with a written request to identify any material errors or omissions in the technical information prior to lodgement.

In compiling this report, Agricola did not carry out a site visit to the Project areas. Based on its professional knowledge, lack of surface expression of geological attributes, experience and the availability of extensive databases and technical reports made available by various Government Agencies, Agricola considers that sufficient current information is available to allow an informed appraisal to be made without such a visit.

Previously Reported Information Information in this Report is extracted from publicly available source such as ASX Releases and Geological Survey of NSW and Northern Territory Mines Department Reports. The information in this report that references previously reported exploration results is extracted in part from ASX market announcements and are available to view on the ASX website (www.asx.com.au). Agricola confirms that it is not aware of any new information or data that materially affects the information included in the original market announcements. Agricola confirms that the form and context in which the Competent Person’s findings are presented have not been materially modified from the original market announcements.

This Report may contain statements that are made in or based on statements made in previous geological reports that are publicly available from either a government department or the ASX. These statements are included in accordance with ASIC Corporations (Consents to Statements) Instrument 2016/72 (clauses 6 and 7). 2 The independent technical assessment report has been compiled based on information available up to and including the date of this report. The information has been evaluated through analysis, enquiry, and review for the purposes of forming an opinion. However, Agricola does not warrant that its enquiries have identified or verified all of the matters that an audit, extensive examination or "due diligence" investigation might disclose.

Neither Agricola nor Malcolm Castle are aware of any new information or data, other than that disclosed in this Report, that materially affects the assessments included in this Report and that all material assumptions and parameters underpinning Exploration Results and Mineral resource Estimates continue to apply and have not materially changed.

Qualifications and Experience The person responsible for the preparation of this report is: Malcolm Castle, B.Sc. (Hons), GCertAppFin (Sec Inst), MAusIMM Malcolm Castle has over 50 years’ experience in exploration geology and property evaluation, working as an independent consultant, and for major and junior companies throughout his career as an exploration geologist, including Kennecott, Amoco, Esso, Plutonic, Laverton Gold, Transcontinental Resource Group, Fortescue Metals Group and BMG Ltd. He established a consulting company over 30 years ago and specializes in exploration management, technical audit, due diligence, and property valuation at all stages of development.

2

ASIC Corporations (Consents to Statements) Instrument 2016/72, 11 March 2016. Available online from: https://www.legislation.gov.au/Details/F2016L00326

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He has wide experience in a number of commodities including precious metals, base metals, nickel, cobalt, iron ore, coal, mineral sands, uranium, sulphate of phosphate, specialty metals including rare earths, scandium, lithium, and vanadium over his professional career.

He has been responsible for project discovery and exploration through to feasibility study in Papua New Guinea, Australia, Fiji, South Africa, Indonesia and Brazil and technical audits in many overseas locations including Juneau, Alaska, Francistown, Botswana, Lynn Lake, Manitoba, Canada, Lubumbashi, Democratic Republic of the Congo, Asmara, Eritrea, Rawas, Sumatra, Indonesia, Letseng, Lesotho, Antananarivo, Madagascar, Windhoek, Namibia, Tolukuma, Papua New Guinea, Luzon and Manila, Philippines, Rotifunk and Boamahun, Sierra Leone, Pilgrim’s Rest, Mpumalanga, South Africa, Karamoja, Uganda, Copper Belt, Kitwe, Zambia and Matobo, Zimbabwe.

He has completed numerous Independent Technical Assessment Reports and Mineral Asset Valuation Reports on properties in a number of countries over the last decade as part of his consulting business, a selection of which is listed at the end of this Report.

Mr Castle completed studies in Applied Geology at the University of New South Wales in 1965 and was awarded a B.Sc. (Hons) degree. He has completed postgraduate studies with the Securities Institute of Australia in 2001 and was awarded a Graduate Certificate in Applied Finance and Investment in 2004. He has been a Member of the Australasian Institute of Mining and Metallurgy (AusIMM) for over 50 years.

Competence Mr Castle is the Principal Consultant for Agricola Mining Consultants Pty Ltd, an independent geological consultancy.

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Mr Castle is appropriately qualified geologist and is a member of a relevant recognized professional association.

He has the necessary technical and securities qualifications, expertise, competence, and experience appropriate to the subject matter of the report, and He has at least ten years of suitable and recent experience in the particular technical or commercial field in which he is to report.

Mr Castle has prepared technical assessment and valuation assignments for public release for a large number of companies over the past few decades. He has wide experience in a number of commodities including precious metals, base metals, nickel, cobalt, iron ore, coal, mineral sands, salt lake potash, uranium, specialty metals including rare earths, scandium, lithium, graphite and vanadium, over his professional career.

Declaration – VALMIN Code: The information in this report that relates to Technical Assessment and Valuation of Mineral Assets reflects information compiled and conclusions derived by Malcolm Castle, who is a Member of The Australasian Institute of Mining and Metallurgy. Malcolm Castle is not a permanent employee of the Company. Malcolm Castle has sufficient experience relevant to the Technical Assessment and Valuation of the Mineral Assets under consideration and to the activity, which he is undertaking to qualify as a Practitioner as defined in the 2015 edition of the ‘Australasian Code for the Public Reporting of Technical Assessments and Valuations of Mineral Assets’. Malcolm Castle consents to the inclusion in the report of the matters based on his information in the form and context in which it appears.

Competent Persons Statement – JORC Code: The information in this report that relates to Exploration Results and Mineral resources of the Company is based on, and fairly represents, information and supporting documentation reviewed by Malcolm Castle, who is a Member of the Australasian Institute of Mining and Metallurgy.

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Mr Castle has sufficient experience, which is relevant to the style of mineralisation and type of deposit under consideration and to the activity, which they are undertaking to qualify as an Expert and Competent Person as defined under the VALMIN Code and in the 2012 Edition of the ‘Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves’. Mr Castle consents to the inclusion in this report of the matters based on the information and supporting documentation in the form and context in which they appear.

Independence

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Agricola or its employees and associates are not, nor intend to be a director, officer or other direct employee of the Company and have no material interest in the projects. The relationship with the Company is solely one of professional association between client and independent consultant.

Agricola has had no material association during the previous two years with the owners/promoters of the mineral assets, the company acquiring the assets or any of the assets to be acquired and has no material interest in the projects.

There are no business relationships between Agricola and the Company. Agricola or its employees and associates are not, nor intend to be a director, officer, or other direct employee of the Company. The relationship with the Company is solely one of professional association between client and independent consultant.

Agricola does not hold and has no interest in the securities of the Company under review; Agricola has no relevant pecuniary interest, association or employment relationship with the Company and its subsidiaries; Agricola has no interest in the material tenements, the subject of the Report; Agricola is not a substantial creditor of an interested party or has a financial interest in the outcome of the proposal.

The Independent Technical Assessment Report is prepared in return for professional fees of $12,500 plus GST based upon agreed commercial rates and the payment of these fees is in no way contingent on the results of this Report.

Reasonableness Statement The data used for the technical assessment comprises mainly public company announcements, annual reports, annual information forms, management discussions and analysis, news releases and statutory technical reports.

This technical assessment complies with the VALMIN Code (2015 Edition) in its entirety. The author has taken due note of Regulatory Guide (RG) 111 "Content of Expert Reports" (March 2011) and RG 112 "Independence of Experts" (March 2011 update) promulgated by the Australian Securities and Investments Commission (ASIC) and this report meets the guidelines set out in RG 111 and RG 112.

In undertaking this technical assessment Agricola has assessed the technical inputs pertaining to the projects in an impartial, rational, realistic, and logical manner. Agricola believes that the inputs, assumptions, and overall Technical Assessment is in line with industry standards and meet the Reasonable Grounds Requirement of the VALMIN Code 2015.

Consent For the purposes of the Corporations Act 2001, Agricola Mining Consultants Pty Ltd consents to the inclusion of this Independent Technical Assessment Report in the form and context as set out in the formal agreement with the Company.

Agricola provides its consent on the understanding that the assessment expressed in the individual sections of this report will be considered with, and not independently of, the information set out in full in this Report. Agricola consents to the use and reliance upon this specialist technical assessment report on the Mineral Assets in preparation of an Independent Expert’s Report if appropriate. Agricola has no reason to doubt the authenticity or substance of the information provided.

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Agricola Mining Consultants Pty Ltd has not withdrawn this consent prior to the lodgement of the Report.

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GLOSSARY OF TECHNICAL AND DEFINED TERMS

alluvial

Pertaining to silt, sand, and gravel material, transported, and deposited by a river.

alluvium

Clay silt, sand, gravel, or other rock materials transported by flowing water and deposited in comparatively recent geologic time as sorted or semisorted sediments in riverbeds, estuaries, and flood plains, on lakes, shores and in fans at the base of mountain slopes and estuaries.

alteration

The change in the mineral composition of a rock, commonly due to hydrothermal activity.

andesite

An intermediate volcanic rock composed of andesine and one or more mafic minerals.

anomalies

An area where exploration has revealed results higher than the local background level.

anticline

A fold in the rocks in which strata dip in opposite directions away from the central axis.

auger sampling

A drill sampling method using an auger to penetrate upper horizons and obtain a sample from lower in the hole.

bedrock

Any solid rock underlying unconsolidated material.

carbonate

Rock of sedimentary or hydrothermal origin, composed primarily of calcium, magnesium or iron and CO3. Essential component of limestones and marbles.

chert

Fine grained sedimentary rock composed of cryptocrystalline silica.

chlorite

A green coloured hydrated aluminium-iron-magnesium silicate mineral (mica) common in metamorphic rocks.

clastic

Pertaining to a rock made up of fragments or pebbles (clasts).

conglomerate

A rock type composed predominantly of rounded pebbles, cobbles or boulders deposited by the action of water.

DHEM

Down hole electromagnetic exploration

diamond drill hole

Mineral exploration hole completed using a diamond set or diamond impregnated bit for retrieving a cylindrical core of rock.

ductile

Deformation of rocks or rock structures involving stretching or bending in a plastic manner without breaking.

EM

Electromagnetic, a geophysical exploration technique

erosional

The group of physical and chemical processes by which earth or rock material is loosened or dissolved and removed from any part of the earth’s surface.

Exploration Target

a statement or estimate of the exploration potential of a mineral deposit in a defined geological setting where the statement or estimate, quoted as a range of tonnes and a range of grade (or quality), relates to mineralisation for which there has been insufficient exploration to estimate a Mineral Resource

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fault zone

A wide zone of structural dislocation and faulting.

feldspar

A group of rock forming minerals.

felsic

An adjective indicating that a rock contains abundant feldspar and silica.

folding

A term applied to the bending of strata or a planar feature about an axis.

foliated

Banded rocks, usually due to crystal differentiation as a result of metamorphic processes.

g/t

Grams per tonne, a standard volumetric unit for demonstrating the concentration of precious metals in a rock (same as ppm, parts per million).

geochemical

Pertains to the concentration of an element.

geophysical

Pertains to the physical properties of a rock mass.

granite

A coarse-grained igneous rock containing mainly quartz and feldspar minerals and subordinate micas.

granodiorite

A coarse-grained igneous rock composed of quartz, feldspar and hornblende and/or biotite.

greenschist

A metamorphosed basic igneous rock which owes its colour and schistosity to abundant chlorite.

gypsum

Mineral of hydrated, or water-containing, calcium sulphate.

hematite

Iron oxide mineral, Fe2O3.

hydrothermal fluids

Pertaining to hot aqueous solutions, usually of magmatic origin, which may transport metals and minerals in solution.

Indicated Mineral Resource

that part of a Mineral Resource for which quantity, grade (or quality), densities, shape and physical characteristics are estimated with sufficient confidence to allow the application of factors in sufficient detail to support mine planning and evaluation of the economic viability of the deposit

igneous

Rocks that have solidified from a magma.

Inferred Mineral Resource

that part of a Mineral Resource for which quantity and grade (or quality) are estimated on the basis of limited geological evidence and sampling.

Geological evidence is sufficient to imply but not verify geological and grade (or quality) continuity. It is based on exploration, sampling and testing information gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes

insitu

In the natural or original position.

intermediate

A rock unit which contains a mix of felsic and mafic minerals.

intrusions

A body of igneous rock which has forced itself into pre-existing rocks.

intrusive contact

The zone around the margins of an intrusive rock.

joint venture

A business agreement between two or more commercial entities.

JORC Code

The Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves

laterite

A cemented residuum of weathering, generally leached in silica with a high alumina and/or iron content.

lithological contacts

The contacts between different rock types.

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metamorphic

A rock that has been altered by physical and chemical processes involving heat, pressure and derived fluids.

Mineral Resource

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 geological evidence and knowledge, including sampling. Mineral Resources are sub-divided, in order of increasing geological confidence, into Inferred, Indicated and Measured categories

ppb

Parts per billion; a measure of low level concentration.

QA/QC

Quality assurance, quality control

RC drilling

A drilling method in which the fragmented sample is brought to the surface inside the drill rods, thereby reducing contamination.

regolith

The layer of unconsolidated material which overlies or covers insitu basement rock.

residual

Soil and regolith which has not been transported from its point or origin.

rhyolite

Fine-grained felsic igneous rock containing high proportion of silica and felspar.

rock chip sampling The collection of rock specimens for mineral analysis. saprolite

Disintegrated, in-situ rock, partially decomposed by the chemical and physical processes of oxidation and weathering.

satellite imagery

The images produced by photography of the earth’s surface from satellites.

schist

A crystalline metamorphic rock having a foliated or parallel structure due to the recrystallisation of the constituent minerals.

scree

The rubble composed of rocks that have formed down the slope of a hill or mountain by physical erosion.

sedimentary

A term describing a rock formed from sediment.

sericite

A white or pale apple green potassium mica, very common as an alteration product in metamorphic and hydrothermally altered rocks.

shale

A fine grained, laminated sedimentary rock formed from clay, mud and silt.

sheared

A zone in which rocks have been deformed primarily in a ductile manner in response to applied stress.

sheet wash

Referring to sediment, usually sand size, deposited over broad areas characterised by sheet flood during storm or rain events. Superficial deposit formed by low temperature chemical processes associated with ground waters, and composed of fine grained, water-bearing minerals of silica.

silcrete

Superficial deposit formed by low temperature chemical processes associated with ground waters, and composed of fine grained, waterbearing minerals of silica.

silica

Dioxide of silicon, SiO2, usually found as the various forms of quartz.

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sills

Sheets of igneous rock which is flat lying or has intruded parallel to stratigraphy.

silts

Fine-grained sediments, with a grain size between those of sand and clay.

soil sampling

The collection of soil specimens for mineral analysis.

stocks

A small intrusive mass of igneous rock, usually possessing a circular or elliptical shape in plan view.

strata

Sedimentary rock layers.

stratigraphic

Composition, sequence and correlation of stratified rocks.

stream sediment sampling

The collection of samples of stream sediment with the intention of analysing them for trace elements.

strike

Horizontal direction or trend of a geological structure.

subcrop

Poorly exposed bedrock.

sulphide

A general term to cover minerals containing sulphur and commonly associated with mineralisation.

supergene

Process of mineral enrichment produced by the chemical remobilisation of metals in an oxidised or transitional environment.

syenite

An intrusive igneous rock composed essentially of alkali feldspar and little or no quartz and ferromagnesian minerals.

syncline

A fold in rocks in which the strata dip inward from both sides towards the axis.

talc

A hydrous magnesium silicate, usually formed due to weathering of magnesium silicate rocks.

tectonic

Pertaining to the forces involved in or the resulting structures of movement in the earth’s crust.

thrust fault

A reverse fault or shear that has a low angle inclination to the horizontal.

tremolite

A grey or white metamorphic mica of the amphibole group, usually occurring as bladed crystals or fibrous aggregates.

Valmin Code

the Australasian Code for public reporting of technical assessments and valuations of mineral assets, 2015 edition

veins

A thin infill of a fissure or crack, commonly bearing quartz.

volcaniclastics

Pertaining to clastic rock containing volcanic material.

volcanics

Formed or derived from a volcano.

zinc

A lustrous, blueish-white metallic element used in many alloys including brass and bronze.

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JORC TABLES 1 – HOME OF BULLION, BROWNS REEF AND THOMSON

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 Method of recording and assessing core and chip

 Drill type (e.g. core, reverse circulation, open-hole hammer, rotary air blast, auger, Bangka, sonic, etc.) and details (e.g. core diametre, triple or standard tube, depth of diamond tails, face-sampling bit or other type, whether core is oriented and if so, by what method, etc.).

Drilling techniques

Drill sample

 Nature and quality of sampling (e.g. cut channels, random chips, or specific specialised industry standard measurement tools appropriate to the minerals under investigation, such as down hole gamma sondes, or handheld XRF instruments, etc.).

These examples should not be taken as limiting the broad meaning of sampling.  Include reference to measures taken to ensure sample representivity and the appropriate calibration of any measurement tools or systems used.  Aspects of the determination of mineralisation that are Material to the Public Report.  In cases where ‘industry standard’ work has been done this would be relatively simple (e.g. ‘reverse circulation drilling was used to obtain 1 m samples from which 3 kg was pulverised to produce a 30 g charge for fire assay’). In other cases more explanation may be required, such as, where there is coarse gold that has inherent sampling problems.

Unusual commodities or mineralisation types (e.g. submarine nodules) may warrant disclosure of detailed information.

Sampling techniques

(Criteria in this section apply to all succeeding sections.)

Criteria JORC Code explanation

Section 1 Sampling Techniques and Data

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Diamond core and RC recoveries are logged and recorded in the database.

Reverse Circulation and Diamond drilling accounts for 100% of the current drilling at Home of Bullion. Hole depths range from 20m to 1134.6 m. The core was oriented using Reflex ACT orientation tools, with 75% of orientations rated as “good”, this is an assessment made when two continuous runs are joined together and the orientation line is within 5 degrees of the next orientation mark.

The Home of Bullion prospect was sampled using both Reverse Circulation (RC) and diamond drilling techniques.

108 drillholes have been completed on a nominal 50 m x 50 m grid spacing.

A total of 99 holes have been used in the definition of the resource at home of bullion, the 9 holes that were not used was due to survey discrepancies or bias due to intersection angle with mineralisation. The holes have been angled to optimally test the mineralised zones and modelled conductor plates. Generally, most drill holes have been angled towards the SSW. The drillhole locations were picked up and surveyed by survey contractors. Initial RC drilling identified the target and diamond core was used to delineate further extensions to the project. The RC samples were collected by cone or riffle splitter.

Diamond core was used to obtain high quality samples that were logged for lithological, structural, geotechnical, density and other attributes. Sampling was carried out under Kidman procedures and QAQC measures as per industry best practice.

Diamond core is HQ , NQ2 and NQ3 size, sampled on geological intervals (0.2 m to 1.4 m), cut into half (NQ2) or half (HQ) core to give sample weights under 5 kg.

Samples were crushed, dried and pulverised (total prep) to produce a sub sample for analysis by four acid digest with an ICP/OES, ICP/MS or FA/AAS (Au, Pt, Pd) finish.

Reverse circulation drilling was used to obtain 1 m samples from which 3 kg was pulverised (total prep) to produce a sub sample for assaying as above.

Commentary

Appendix A - JORC Code, 2012 Edition – Table 1

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 Whether core and chip samples have been geologically and geotechnically logged to a level of detail to support appropriate Mineral Resource estimation, mining studies and metallurgical studies.  Whether logging is qualitative or quantitative in nature. Core (or costean, channel, etc.) photography.  The total length and percentage of the relevant intersections logged.

Logging

 If core, whether cut or sawn and whether quarter, half or all core taken.  If non-core, whether riffled, tube sampled, rotary split, etc. and whether sampled wet or dry.

sample recoveries and results assessed.  Measures taken to maximise sample recovery and ensure representative nature of the samples.  Whether a relationship exists between sample recovery and grade and whether sample bias may have occurred due to preferential loss/gain of fine/coarse material.

recovery

Subsampling techniques and sample

JORC Code explanation

Criteria

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11

Core for Home of Bullion was cut in half (NQ2) and half core (HQ) onsite using an automatic core saw. All samples were collected from the same side of the core.

RC samples were collected on the rig using cone or rifle splitters. All samples in mineralised zones were dry.

Information on structure type, dip, dip direction, alpha angle, beta angle, texture, shape, roughness and fill material is stored in the structure table of the database.

All drill holes were logged in full, apart from rock roller diamond hole pre-collar intervals of between 0 m to 60 m. RC samples were logged on a one metre basis.

Both the dry sample and washed, sieved chips were logged. A small sample of washed and sieved chips from each metre drilled was stored in labelled plastic chip trays. Diamond core was logged over varying intervals, dependent on observed changes for the variable under investigation (e.g. lithology, alteration etc.). The geological logs were carefully compiled with appropriate attention to detail, geologists being equipped with a set of KDR standard logging codes.

Kidman Resources utilises Field Marshall as its logging interface, with data recorded on multiple table files, these include geology, alteration, mineralisation, structure, fracture frequency, veining and recovery.

Geotechnical logging at Home of Bullion was carried out on all diamond drill holes for recovery, RQD and number of defects (per interval). Information on structure type, dip, dip direction, alpha angle, beta angle, texture, shape, roughness and fill material is stored in the structure table of the database. All drill holes were logged in full, apart from rock roller diamond hole pre-collar intervals of between 20 m to 60 m depth (Home of Bullion) and in zones where no core was recovered due to down hole motor work.

Overall recoveries are >95% for Home of Bullion and there are no core loss or significant sample recovery problems. Diamond core at Home of Bullion is reconstructed into continuous runs on an angle iron cradle for orientation marking.

Depths are checked against the depth given on the core blocks and rod counts are routinely carried out by the drillers.

RC samples were visually checked for recovery, moisture and contamination.

The Home of Bullion mineralisation is primarily defined by diamond core drilling, which has high recoveries. The massive sulphide style of mineralisation and the consistency of the mineralised intervals are considered to preclude any issue of sample bias due to material loss or gain.

Commentary

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 For all sample types, the nature, quality and appropriateness of the sample preparation technique.  Quality control procedures adopted for all subsampling stages to maximise representivity of samples.  Measures taken to ensure that the sampling is representative of the in situ material collected, including for instance results for field duplicate/second-half sampling.  Whether sample sizes are appropriate to the grain size of the material being sampled.  The nature, quality and appropriateness of the assaying and laboratory procedures used and whether the technique is considered partial or total.  For geophysical tools, spectrometres, handheld XRF instruments, etc., the parameters used in determining the analysis including instrument make and model, reading times, calibrations factors applied and their derivation, etc.  Nature of quality control procedures adopted (e.g. standards, blanks, duplicates, external laboratory checks) and whether acceptable levels of accuracy (i.e. lack of bias) and precision have been established.

 The verification of significant intersections by either independent or alternative company personnel.  The use of twinned holes.  Documentation of primary data, data entry procedures, data verification, data storage (physical and electronic) protocols.  Discuss any adjustment to assay data.  Accuracy and quality of surveys used to locate drill holes (collar and down-hole surveys), trenches, mine workings and other locations used in Mineral Resource estimation.

preparation

Verification of sampling and assaying

Location of data points

Quality of assay data and laboratory tests

JORC Code explanation

Criteria

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12

Hole collar locations for all holes were surveyed by BBS Surveyors of Alice Springs using DGPS using the MGA94coordinate system. Expected accuracy is + or –30 mm for easting, northing and elevation coordinates.

Down hole surveys used single shot or multi shot readings during drilling (at 30 m

The Managing Director of Kidman has visually verified significant intersections in diamond core from Home of Bullion. Primary data was collected for the HOB project using a set of standard Field Marshall templates on Toughbook laptop computers using lookup codes. The information was sent to Geobase for validation and compilation into an SQL database server.

The analytical techniques used a four acid digest multi element suite with ICP/OES or ICP/MS finish (25 gram FA/AAS for precious metals).

The acids used are hydrofluoric, nitric, perchloric and hydrochloric acids, suitable for silica based samples. The method approaches total dissolution of most minerals. Total sulphur is assayed by combustion furnace.

Sample preparation checks for fineness were carried out by the laboratory as part of their internal procedures to ensure the grind size of 85% passing 75 micron was being attained. Laboratory QAQC involves the use of internal lab standards using certified reference material, blanks, splits and duplicates as part of the in house procedures.

Certified reference materials, having a suitable range of values, were inserted as random blind submissions. Results highlight that sample assay values are accurate and that contamination has been contained. Repeat or duplicate analysis for samples reveals that precision of samples is within acceptable limits.

The sample preparation of diamond core for Home of Bullion follows industry best practice in sample preparation involving oven drying, coarse crushing of the half core sample down to ~10 mm followed by pulverisation of the entire sample (total prep) using LM5 grinding mills to a grind size of 85% passing 75 micron. The sample preparation for RC samples is identical, without the coarse crush stage.

Commentary

154 | Eastern Metals Limited

 Whether the orientation of sampling achieves unbiased sampling of possible structures and the extent to which this is known, considering the deposit type.  If the relationship between the drilling orientation and the orientation of key mineralised structures is considered to have introduced a sampling bias, this should be assessed and reported if material.  The measures taken to ensure sample security.

 The results of any audits or reviews of sampling techniques and data.

Orientation of data in relation to geological structure

Audits or reviews

Mineral

 Type, reference name/number, location and

(Criteria listed in the preceding section also apply to this section.)

Criteria JORC Code explanation

Section 2 Reporting of Exploration Results

Sample security

 Data spacing for reporting of Exploration Results.  Whether the data spacing and distribution is sufficient to establish the degree of geological and grade continuity appropriate for the Mineral Resource and Ore Reserve estimation procedure(s) and classifications applied.  Whether sample compositing has been applied.

 Specification of the grid system used.  Quality and adequacy of topographic control.

JORC Code explanation

Data spacing and distribution

Criteria

An internal review of the sampling techniques and data was conducted by Kidman in November 2012 as part of due diligence protocols in preparation for the recommencement of exploration activities in 2013.

Chain of custody is managed by Kidman. Samples for Home of Bullion are stored on site and either delivered by Kidman personnel to the sample preparation lab of ALS Alice Springs and then to the assay laboratory in Perth, or collected from site

by Couriers and delivered to ALS Alice Springs, then to the Perth assay laboratory. Whilst in storage, they are kept in a locked yard. Tracking sheets have been set up to track the progress of batches of samples.

The prospect is drilled towards grid South at angles varying from 160°and 230° to intersect the mineralised zones at a close to perpendicular relationship for the bulk of the prospect. Structural logging based on oriented core indicates that main sulphide controls are largely perpendicular to drill direction. No orientation based sampling bias has been identified in the Home of Bullion data.

The nominal drill hole spacing is 50 m (northing) by 50 m (easting) in the core of the prospect, and is up to 100 m by 100m on the margins. The mineralised domains for Home of Bullion have demonstrated sufficient continuity in both geological and grade observations to support future definition of Mineral Resources and Reserves, and the classifications applied under the 2012 JORC Code. Samples have nominally been of metre lengths for RC drilling and range from 0.4 to 1.5 m in Diamond drilling, this is to ensure samples do not cross geological boundaries and the sample weight is sufficient for assay.

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Home of Bullion and Prospect D are located wholly within Exploration Licence

Commentary

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intervals or 6 m intervals for multi shot surveys), Reflex and Ranger survey tools were used during drill programs. Stated accuracy is +-0.25° in azimuth and+-0.05° in inclination. QC involved offsite calibration on a regular basis for drill programs.

Soil and rock chip sample locations were surveyed using hand-held GPS. The grid system for Home of Bullion is MGA_GDA94, Zone 53 Topographic surface for Home of Bullion was prepared from 2012 Lidar 50 cm contours.

Commentary

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Prospectus | 155

ownership including agreements or material issues with third parties such as joint ventures, partnerships, overriding royalties, native title interests, historical sites, wilderness or national park and environmental settings.  The security of the tenure held at the time of reporting along with any known impediments to obtaining a licence to operate in the area.  Acknowledgment and appraisal of exploration by other parties.

tenement and land tenure status

Exploration done by other parties

JORC Code explanation

Criteria

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Ward (1925): The earliest available record on the Home of Bullion prospect is by the South Australian Government Geologist (Ward, 1925) who examined the workings in July and September 1925.

Madigan (1934): The earliest detailed records of the mine geology, exploratory underground mine development, ore reserves and mineral potential of the Home of Bullion copper deposits are given by Madigan (1934). Commissioned by Central Australian Silver, Lead & Copper Mining Company NL, he undertook a property examination on 21-24 August 1934.

Blanchard (1936): Blanchard (1936) inspected the property for the Mt Isa Mines Limited (owned by American Smelting and Refining Company). He provides interesting details on transportation, water supply and costs at that time, as well as valuable information on the general geology, exploratory underground development and mineral potential.

Hossfeld (1937): The next currently available record of the general geology, aerial photography, mine geology, underground workings, mineral potential, water supply and ore treatment of the Home of Bullion copper deposits is given by Hossfeld (1937), as part of the investigations carried out by the Geophysical Survey of Northern Australia.

Sullivan (1950): After a gap of 13 years the next available reports on the Home of Bullion mine were those by Sullivan, Brittingham and Thomson in 1950. Sullivan briefly summarised the main features of the general geology, mine geology, mine workings and mineral potential of the Home of Bullion copper deposits.

Thomson (1950): Thomson (1950) undertook an eight day field examination, magnetometre survey and sampling assessment for Zinc Corporation Limited in May 1950. He summarised the main features of the general geology, mine geology, workings and production, mining operation and mineral potential of the Home of Bullion copper deposits.

EL23186. The tenement is held by Kidman Barrow Creek Pty Ltd, a wholly owned subsidiary of Kidman Resources Ltd. An exclusion zone exists to the South West of the Home of Bullion Prospect. The tenements are in good standing and no known impediments exist.

Commentary

156 | Eastern Metals Limited

 Deposit type, geological setting and style of mineralisation.

 A summary of all information material to the understanding of the exploration results including a tabulation of the following information for all Material drill holes: o Easting and northing of the drill hole collar. o Elevation or RL (Reduced Level – elevation above sea level in metres) of the drill hole collar. o Dip and azimuth of the hole. o Down hole length and interception depth. o Hole length.  If the exclusion of this information is justified on the basis that the information is not Material and this exclusion does not detract from the understanding of the report, the

Geology

Drill hole Information

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 Results have previously been released for the Drilling at Home of Bullion, no new results have been included in the resource estimation.

Barrow Creek lies on the SW margin of the Late Proterozoic to Palaeozoic Georgina Basin. Block faulting during the Tertiary has produced a number of small non-marine basins in central Australia. Also preserved are relics of a Tertiary silicified land surface. A thin Quaternary veneer of soil, sand and gravel covers most of the lowland area in the region. The sulphide mineralisation appears to be VMS in origin with a large structural control on zones of higher grade.

Brittingham (1950): In a preliminary metallurgical report on flotation of the Home of Bullion mineralisation, Brittingham (1950) provides some interesting facts on previous exploratory underground mine development as well as on two completed diamond drill holes.

Bell (1953, 1954): The Bureau of Mineral Resources’ Resident Geologist at Alice Springs (Bell, 1953) undertook an assessment of Home of Bullion mine.

Australian Geophysical (1965b): In 1965 a private company (Australian Geophysical Pty. Ltd.) undertook geophysical surveys (mainly induced polarisation) and soil sampling by shallow drilling over the Home of Bullion mine.

Drown (1992): Aberfoyle Resources Limited examined the abandoned Home of Bullion in 1992 to assess the regional potential of EL 6910 which surrounded the MLC’s covering the old mine workings.

Goldstake Exploration Inc. (2001-2012): Goldstake undertook an initial diamond drilling programme in June-August 2006. It comprised 15 drill holes totaling 1,406 m on both the northern and southern groups of lodes. Seven of the drill holes failed to intersect the targeted lodes,

Commentary

JORC Code explanation

Criteria

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 Other exploration data, if meaningful and material, should be reported including (but not limited to): geological observations; geophysical survey results; geochemical survey results; bulk samples – size and method of treatment; metallurgical test results;

Balanced reporting

Other substantive exploration data

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Multi element assaying is conducted routinely on all samples for a suite of potentially deleterious elements including Arsenic, Sulphur, and Magnesium.

Geotechnical logging was carried out on all diamond drill holes for recovery, RQD and number of defects (per interval). Information on structure type, dip, dip direction, alpha angle, beta angle, texture, shape, roughness and fill material is

Competent Person should clearly explain why this is the case.

In reporting Exploration Results, weighting  No exploration results released in this report averaging techniques, maximum and/or minimum grade truncations (e.g. cutting of high grades) and cut-off grades are usually Material and should be stated.

Where aggregate intercepts incorporate short lengths of high grade results and longer lengths of low grade results, the procedure used for such aggregation should be stated and some typical examples of such aggregations should be shown in detail.

The assumptions used for any reporting of metal equivalent values should be clearly stated.

These relationships are particularly important in the  The prospect is composed of two lodes moderately to steeply North East dipping. reporting of Exploration Results.

The fans of drillholes are inclined between -55 and -85 to the south to allow intersection angles with the mineralized zones approximate to the true width.

If the geometry of the mineralisation with respect to the drill hole angle is known, its nature should be reported.

If it is not known and only the down hole lengths are reported, there should be a clear statement to this effect (e.g. ‘down hole length, true width not known’).

Appropriate maps and sections (with scales) and  See attached memo. tabulations of intercepts should be included for any significant discovery being reported These should include, but not be limited to a plan view of drill hole collar locations and appropriate sectional views.

Where comprehensive reporting of all Exploration Results  See previous ASX releases. is not practicable, representative reporting of both low and high grades and/or widths should be practiced to avoid misleading reporting of Exploration Results.

JORC Code explanation

Diagrams

Relationship between mineralisatio n widths and intercept lengths

Data aggregation methods

Criteria

158 | Eastern Metals Limited

bulk density, groundwater, geotechnical and rock characteristics; potential deleterious or contaminating substances.  The nature and scale of planned further work (e.g. tests for lateral extensions or depth extensions or large-scale step-out drilling).  Diagrams clearly highlighting the areas of possible extensions, including the main geological interpretations and future drilling areas, provided this information is not commercially sensitive.

JORC Code explanation

 An MMP has been submitted to the Department of Mines and Energy in the Northern Territory. This plan enables the drilling of up to 36 holes to test extensions laterally and down dip of the current mineralised positions as well as other targets within the Home of Bullion Prospect that are of structural and geological interest.

stored in the structure table of the database.

Commentary

 Measures taken to ensure that data has not been corrupted by, for example, transcription or keying errors, between its initial collection and its use for Mineral Resource estimation purposes.  Data validation procedures used.

 Comment on any site visits undertaken by the Competent Person and the outcome of those visits.  If no site visits have been undertaken indicate why this is the case.

 Confidence in (or conversely, the uncertainty of) the geological interpretation of the mineral deposit.  Nature of the data used and of any assumptions made.  The effect, if any, of alternative interpretations on Mineral Resource estimation.  The use of geology in guiding and controlling Mineral Resource estimation.  The factors affecting continuity both of grade and geology.

Database integrity

Site visits

Geological interpretatio n

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 The geological interpretation is based primarily on examination of the Copper grades with reference also to the Zinc, Silver, Lead and Gold grades. Lithology logging was compared to grades and is also used where the choice of exact lode boundary position in not clear from the grades.  In most cases there is a sharp drop in Cu grade around 0.5% Cu, which has been used to define the footwall and hangingwall boundaries used for volumetric modeling.  The deposit comprises two primary, discrete, steeply-dipping lodes named the Main Lode and the South Lode.  Most intercepts within the lodes form a single coherent interval. The lodes do show signs of breaking up at a depth of around 500 m below surface.  A clear discontinuity in the Main Lode grade and geometry occurs at around 200 m

 SRK has not completed a site visit . There is sufficient evidence from current publicly released exploration results, current core photography, historical reports, and discussion with Kidman staff that have been on site for SRK to be satisfied with physical existence of the deposit. A site visit would not have added any relevant knowledge that could not have been gained from review of existing data and reports and from discussion with Kidman staff.

 The database was managed by an external database management company which regularly updated and checked the data integrity. SRK checked for but found no database integrity errors upon import of the data into our software. (missing intervals, overlapping intervals, duplicated intervals, out of range assays, etc.)  Limited spot checks were carried out comparing original lab assay reports with the database and no errors were found.

(Criteria listed in section 1, and where relevant in section 2, also apply to this section.)

Criteria JORC Code explanation Commentary

Section 3 Estimation and Reporting of Mineral Resources

Further work

Criteria

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Prospectus | 159

JORC Code explanation

 The extent and variability of the Mineral Resource expressed as length (along strike or otherwise), plan width, and depth below surface to the upper and lower limits of the Mineral Resource.

 The nature and appropriateness of the estimation technique(s) applied and key assumptions, including treatment of extreme grade values, domaining, interpolation parametres and maximum distance of extrapolation from data points. If a computer assisted estimation method was chosen include a description of computer software and parametres used.  The availability of check estimates, previous estimates and/or mine production records and whether the Mineral Resource estimate takes appropriate account of such data.  The assumptions made regarding recovery of byproducts.  Estimation of deleterious elements or other nongrade variables of economic significance (e.g. sulphur for acid mine drainage characterisation).  In the case of block model interpolation, the block size in relation to the average sample spacing and the search employed.

Criteria

Dimensions

Estimation and modelling techniques

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 The estimation was calculated using Ordinary kriging into three domains, Main, South and South FWLG.  Copper, Zinc, Silver, Lead, Gold and Cobalt were estimated.  Oxide and Fresh material was estimated in the same pass utilising a soft boundary between the weathering state volumes so that blocks grades were allowed to be influenced by samples grades in both weathered and fresh material.  Variography was completed on the Copper only as this is the major economic element.

Trial modeling of Zinc and Silver experimental variograms showed similar ranges and structure to Copper. A Gaussian transform was used to enable variogram modeling, together with a subsequent back transform of the variogram model. All elements were then estimated with the same variogram model. The variogram model showed a relative nugget of 40% with an initial structure at around 15 m and a final range of around 50 m. The model showed no obvious anisotropy within the plane of the lode.  The two lodes have slightly different geochemistry, with a notable absence of gold in the South lode.  In the Main lode copper is strongly correlated with Silver, Gold and Cobalt, while Zinc and Lead are still positively correlated with Copper but to a lesser extent.  In the South Lode, Copper is strongly correlated with Silver and Lead and to a lesser extent with Zinc and Cobalt.  Block size was 20 x 5 x 20 metres (X,Y, Z) and a proportional model was used to

 The Main Lode outcrops at surface and is approximately 160 m in length at surface along strike. Approximate average true thickness is 4 m. It is formed by two sections, upper and lower with the upper terminating approximately 200 m below surface. There is around a 20 m vertical gap before the Main lower unit starts and the Main lower unit terminates at approximately 500 m below surface.  The South Lode outcrops at surface and has a surface strike length of around 220 m.

Approximate average true thickness is 3 m. The strike length reduces with depth and the lode terminates at approximately 500 m below surface.

from surface. Main Lode is split into two lodes, named Upper and Lower.  The South Lode footwall contains significant intervals of low grade mineralization and this zone has also been defined volumetrically as a separate unit (South FWLG).

The South low grade hangingwall being the same as the South lode footwall, the South low grade footwall was defined using a Copper grades >0.1% in conjunction with elevated Zinc, Silver and Lead grades.  Confidence in the continuity of the geological formation is high, with all holes intercepting the modeled formation containing significant grade at varying thicknesses.  A minimum downhole thickness of 2m was imposed on the modeling process; however, the mineralized intervals of all but a few holes exceeded this.

Commentary

160 | Eastern Metals Limited

Mining factors or assumptions

Cut-off parametres

0.7Moisture

Criteria

 Assumptions made regarding possible mining methods, minimum mining dimensions and internal (or, if applicable, external) mining dilution. It is always necessary as part of the process of determining reasonable prospects for eventual economic extraction to consider potential mining

compute precise volumes and tonnages. The average block grade was calculated from the domain grades weighted according to the proportion of each domain in the block. .  No top cutting or grade capping has been used as there were no significant outliers for any of the elements estimated.  Model validation included visual inspection in 3D of wireframes and estimated block grades, comparison of sample and block statistics, examination of estimation quality parametres, and comparison of wireframe volumes with block volumes.

 Any assumptions behind modelling of selective mining units.  Any assumptions about correlation between variables.  Description of how the geological interpretation was used to control the resource estimates.  Discussion of basis for using or not using grade cutting or capping.  The process of validation, the checking process used, the comparison of model data to drill hole data, and use of reconciliation data if available.  Whether the tonnages are estimated on a dry basis or with natural moisture, and the method of determination of the moisture content.  The basis of the adopted cut-off grade(s) or quality parametres applied.

1290 31300

Au Co

USD / t

troy oz

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troy oz

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60%

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Recoveries

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 The model is not designed for detailed mine planning purposes but for global grade and tonnage scoping level studies.  It is assumed that open cut methods may be appropriate for the portion of the deposit within 100 m of surface and that underground mining methods could be utilized for the remainder.  A minimum downhole thickness of 2 m was imposed on the modeling process;

20.2 2085

Pb

2006

Zn Ag

7120

Prices

Cu

Assumed

CUEQ3 = Cu + 0.19 * Zn + 81.08 *Ag (all elements in ppm)

CUEQ6 = Cu + 0.19 * Zn + 81.08 *Ag + 5178 * Au + 0.2 * Pb + 2.93 * Co (all elements in ppm)

 The Main and South Lodes use a geological cut-off, meaning that all material within the modeled wireframe volumes is reported. The South LGFW unit is reported at 0.5% Copper equivalent (CuEq6)  Both CuEq6 and CuEq3, as well as the six estimated elements, are reported. CuEq6 and CuEq3 were calculated from the block estimates on a block by block basis.  Copper equivalent is calculated as follows;

 Dry tonnages are estimated.

Commentary

JORC Code explanation

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Bulk density

Environmental factors or assumptions

Metallurgical factors or assumptions

Criteria

 The basis for assumptions or predictions regarding metallurgical amenability. It is always necessary as part of the process of determining reasonable prospects for eventual economic extraction to consider potential metallurgical methods, but the assumptions regarding metallurgical treatment processes and parametres made when reporting Mineral Resources may not always be rigorous.

Where this is the case, this should be reported with an explanation of the basis of the metallurgical assumptions made.  Assumptions made regarding possible waste and process residue disposal options. It is always necessary as part of the process of determining reasonable prospects for eventual economic extraction to consider the potential environmental impacts of the mining and processing operation.

While at this stage the determination of potential environmental impacts, particularly for a greenfields project, may not always be well advanced, the status of early consideration of these potential environmental impacts should be reported. Where these aspects have not been considered this should be reported with an explanation of the environmental assumptions made.  Whether assumed or determined. If assumed, the basis for the assumptions. If determined, the method used, whether wet or dry, the frequency of the measurements, the nature, size and representativeness of the samples.

methods, but the assumptions made regarding mining methods and parametres when estimating Mineral Resources may not always be rigorous.

Where this is the case, this should be reported with an explanation of the basis of the mining assumptions made.

JORC Code explanation

20

 Bulk density measurements were made on specifically targeted mineralised intercepts.

These are considered to be representative of the majority of the modeled mineralization.  The weight in water/weight in air method was used, utilizing a wire cradle to contain all fragments of measured intervals from Half NQ core.

 No environmental studies on mining aspects have been completed to date.

 Recoveries used for CuEq calculations are assumed from SRK’s experience with similar deposits.  Preliminary metallurgical testing has been completed by ALS on two small composites each from two holes. This showed:  1. Good Copper flotation yielding good grades and high recovery for both Lodes.  2. Further test work required to improve Zinc and Lead recoveries.  3. Significant differences in mineralogy between the Main and South Lodes with the Main load containing abundant magnetite and only minor pyrite while the South lode contains only minor magnetite but significant pyrite.

however, the mineralized interval of all but a few holes exceeded this.  Scoping level pit optimization trials were done on preliminary models using current cost and price parameters and these indicated operational cash flow positive pits (exclusive of capital costs) could be achieved within the top 100 m of the deposit.  Historical reports indicate small scale oxide mining during the 1940s where ore has hand selected. Shafts and drives were mined but exact tonnages are not known.

No significant voids were encountered during the modern drilling campaigns.

Any tonnages removed by past mining activities are assumed to be insignificant for the purposes of this Resource.

Commentary

162 | Eastern Metals Limited

 The results of any audits or reviews of Mineral Resource estimates.

 Where appropriate a statement of the relative accuracy and confidence level in the Mineral Resource estimate using an approach or procedure deemed appropriate by the Competent Person. For example, the application of statistical or geostatistical procedures to quantify the relative accuracy of the resource within stated confidence limits, or, if such an approach is not deemed appropriate, a qualitative discussion of the factors that could affect the relative accuracy and

Discussion of relative accuracy/ confidence

 247 individual measurements were made on intervals of an average 0.24 m length, totaling 59.4 m of resource material.  Average dry bulk densities for 6 different density domains were applied with values ranging between 2.67 in the oxide to 4.23 for the lower main density domain.

 The bulk density for bulk material must have been measured by methods that adequately account for void spaces (vugs, porosity, etc.), moisture and differences between rock and alteration zones within the deposit.  Discuss assumptions for bulk density estimates used in the evaluation process of the different materials.  The basis for the classification of the Mineral Resources into varying confidence categories.  Whether appropriate account has been taken of all relevant factors (i.e. relative confidence in tonnage/grade estimations, reliability of input data, confidence in continuity of geology and metal values, quality, quantity and distribution of the data).  Whether the result appropriately reflects the Competent Person’s view of the deposit.

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 The model is not designed for detailed mine planning purposes but for global grade and tonnage scoping level studies.  Estimation quality parameters, such as the kriging slope of regression, are used to assess the relative accuracy of local block estimates. The closer the kriging slope of regression is to 1 the better the local block estimate. However, this does not mean that the global grade and tonnage curves are correct as local accuracy and global block distribution accuracy are conflicting aspirations.  The average kriging slope of regression for the Indicated material is 0.46. The average for the Inferred material is 0.26

 The Resource estimation has been internally peer reviewed by SRK.

 No issues were identified with the recovery, drilling or sampling procedures or with the assay QAQC checks (duplicates repeats, blanks etc.).  Bulk density determinations are reasonably comprehensive and well spread across the lodes.  Drill spacing of 20 m – 40 m in the Main upper domain is generally less than that of the variogram range of 50m.  Drill spacing in the upper portion of the South is around 40 m – 60 m with larger down dip spacing compared to the Main.  Drill spacing in the lower Main and the lower portion of the South is limited to one or two holes along strike.  Continuity of the thickness of the South FWLG is poor.  Both Main and South Lode mineralisation show a tendency to disseminate and drop in grade at depths beyond 400 m from surface.  The majority of the deposit has been classified as Inferred due to the lack of confidence in the grade and geological continuity and extrapolation at depth.  The Upper Main Oxide and Fresh have been classified as Indicated due to the tighter drill spacing and the existence of drilling that minimises extrapolation along the strike and depth extents.

Commentary

JORC Code explanation

Audits or reviews

Classificatio n

Criteria

Independent Technical Assessment Report

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Appendix 1: JORC Compliance Table Section 1: Sampling Techniques & Data Criteria Sampling techniques

JORC Code explanation Nature and quality of sampling (e.g. cut channels, random chips, or specific specialised industry standard measurement tools appropriate to the minerals under investigation, such as down hole gamma sondes, or handheld XRF instruments, etc.).

These examples should not be taken as limiting the broad meaning of sampling.

Include reference to measures taken to ensure sample representivity and the appropriate calibration of any measurement tools or systems used.

Aspects of the determination of mineralisation that are Material to the Public Report.

In cases where ‘industry standard’ work has been done this would be relatively simple (e.g. ‘reverse circulation drilling was used to obtain 1 m samples from which 3 kg was pulverised to produce a 30 g charge for fire assay’). In other cases more explanation may be required, such as where there is coarse gold that has inherent sampling problems. Unusual commodities or mineralisation types (e.g. submarine nodules) may warrant disclosure of detailed information

ASX Announcement – Kidman Resources Ltd (ASX: KDR)

ASX:EMS

Commentary The Brown’s Reef project was sampled using both Reverse Circulation (RC), Auger/Rotary Air Blast (RAB) and diamond drilling techniques. 62 drill holes have been completed on nominal spacing around the main mineralised zone and along strike. A total of 19,225.27m has been drilled. Holes have been angled to optimally test the mineralised zones and modelled geologically boundaries. Generally, most drill holes have been angled towards the ENE. The current drill programme undertaken by Kidman Resources has 9 holes drilling towards the west, constraints on collar positions due to poor ground conditions on highly cultivated agricultural land and access agreements with landholders has driven this decision.

Registered Land, Mining, Engineering & G.P.S Surveyors, Langford & Rowe, were employed to perform surveys on Comet drill hole collars, locate historical drill hole collars and selected cultural features. A Real Time Kinematic (RTK) Global Positioning System (GPS) was used, incorporating a GX1230 Leica GPS Geodetic RTK Receiver. The current drill programme utilises Handheld Garmin GPS to locate collar positions to an accuracy of ±1.5m. These holes will be resurveyed to a greater accuracy at the completion of the drill programme RC drill sampling was initially performed by spearing sample bags to form a composite sample over either a four or five metre interval. Diamond core was transported from the drill site to the core yard and geologically logged before any sampling. After logging, the geologist marked intervals of interest for subsequent sampling. Sample intervals were nominally 1m, but may have been constrained by logged lithological, mineralisation or alteration boundaries. The cutting line for core was marked perpendicular to the bedding plane and the core split lengthways using a diamond core saw. Samples were despatched to the primary assay laboratory as either half-core or quarter-core depending on metallurgical or the final assay requirements.

Duplicate samples comprise ¼ core intervals in both routine and duplicate samples (comparable sample support) and were taken at a rate of approximately 5%.

Kidman Resources has employed the services of ALS Orange for all assaying in the current Diamond Drill programme.

The procedure utilised by ALS includes: Sort all samples and note any discrepancies to the client submitted paperwork. Record a received weight (WEI-21) for each sample. Separate out any samples for SG analysis onto a separate trolley to ensure they are not crushed.

Dry samples at 95 degrees until dry.

Perform non wax dipped SG analysis (OA-GRA08) on requested samples and return these to the drying oven once completed.

Crush samples to 6mm nominal (CRU-21) split any samples >3.2Kg using riffle splitter (SPL- 21).

Generate duplicates for nominated samples, assigning D suffix to the sample.

Page 14 of 27

Prospectus | 163

Independent Technical Assessment Report

Criteria

JORC Code explanation

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164 | Eastern Metals Limited

Commentary Pulverise samples in LM5 pulveriser until grind size passes 85% passing 75um (PUL-23). Check grind size on 1:20 using wet screen method (PUL-QC).

Take ~400g working master pulp for 50g fire assay, AAS finish (Au-AA26) and 0.5g aqua regia digest, ICP-AES finish base metals analysis (ME-ICP41). Any samples > upper limit of MEICP41 to be re-assayed by 0.35g ore-grade aqua regia digestion, ICP-AES finish analysis (MEOG46).

Samples were assayed for gold to 0.01ppm and the full 35 element suite, as below. Detection limits are in ppm unless otherwise noted. All preparation and assays were performed at ALS Orange.

Comet Resources undertook the following during their drilling programmes and also during the review of historical data.

The primary laboratory for all assaying was SGS Laboratories, with samples being submitted to SGS West Wyalong (SGSWY) for sample preparation. The procedure followed by SGSWY includes: sort and record the samples that are received; load all samples including standards onto the drying rack and place in the drying oven set at 105 degrees Celsius for eight hours; crush sample using a nugget crusher to 25mm; pulverise entire sample in LM5 mill (residence time 8-10 minutes); take 400 gram pulp sample for fire assay; and take 1 teaspoon of each sample including Comet Resources Standards and place into a smaller pulp packet to be sent for base-metal analysis.

Samples were routinely analysed for:  Au using 50gm fire assay technique with an AAS finish and detection limit of 1ppb (FAE505 - SGSWY); and  Ag, Cu, Pb, Zn ± As using a multi-acid digest (perchloric, hydrochloric, nitric and hydrofluoric acid) with an AAS finish (AAS42S; 0.4gm charge - SGS Perth).

Samples with concentrations above the upper level of detection were re-analysed using an ore grade analysis (AAS43B; 0.25gm charge – SGS Perth) Comet Resources sent routine samples initially for basemetal analysis at SGS Cobar, which employed a three acid digest (perchloric, hydrochloric, nitric) with an AAS finish (AAS22S). Comet’s QAQC monitoring highlighted problems with early SGS Cobar analytical processing and as a consequence, all samples were re-analysed and SGS Perth appointed as the primary laboratory for ongoing routine base-metal analyses.

Sampling and assaying quality was monitored by Comet during the course of drilling campaigns, not retrospectively and includes: Comet Resources collated and reviewed all QAQC drill data collected during Brown’s Reef deposit drilling and subsequent historical drill core processing. The QAQC data was exported from the Brown’s Reef Drill database and

Page 15 of 27

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Criteria

JORC Code explanation

Commentary reviewed using statistical analysis and quality control software. Kidman Resources subsequently undertook the same process during the transition to operator of the Brown’s Reef prospect.

Drilling techniques

Drill type (e.g. core, reverse circulation, open-hole hammer, rotary air blast, auger, Bangka, sonic, etc.) and details (e.g. core diameter, triple or standard tube, depth of diamond tails, face-sampling bit or other type, whether core is oriented and if so, by what method, etc.).

Method of recording and assessing core and chip sample recoveries and results assessed.

Measures taken to maximise sample recovery and ensure representative nature of the samples.

Whether a relationship exists between sample recovery and grade and whether sample bias may have occurred due to preferential loss/gain of fine/coarse material.

Auger/RAB, Reverse Circulation and Diamond drilling accounts for 100% of the historic drilling at Brown’s Reef.

Hole depths range from 8m to 835.5 m.

Drill sample recovery

Logging

Whether core and chip samples have been geologically and geotechnically logged to a level of detail to support appropriate Mineral Resource estimation, mining studies and metallurgical studies.

Whether logging is qualitative or quantitative in nature. Core (or costean, channel, etc.) photography.

The total length and percentage of the relevant intersections logged.

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ASX:EMS

Diamond core and RC recoveries are logged and recorded in the database. Overall recoveries are >95% for Brown’s Reef.

Diamond core was reconstructed into continuous runs on an angle iron cradle for orientation marking. Depths are checked against the depth given on the core blocks and rod counts are routinely carried out by the drillers.

RC samples were visually checked for recovery, moisture and contamination. RC drill sampling was initially performed by spearing sample bags to form a composite sample over either a four or five metre interval. Resampling on 1m intervals was performed if any significant mineralisation was recorded in composite samples.

Mineralisation at Brown’s Reef is defined by RC and Diamond drilling, sample recoveries at these sites was greater than 95%, as such no sample bias issues are believed to exist.

Information on structure type, dip, dip direction, alpha angle, beta angle, texture, shape, roughness and fill material is stored in the structure table of the database. All drill holes were logged in full, apart from rock roller diamond hole pre-collar intervals of between 0m to 60 m.

RC samples were logged on a one metre basis. Both the dry sample and washed, sieved chips were logged. A small sample of washed and sieved chips from each metre drilled was stored in labelled plastic chip trays. Diamond core was logged over varying intervals, dependent on observed changes for the variable under investigation (e.g. lithology, alteration etc.). The geological logs were carefully compiled with appropriate attention to detail, geologists being equipped with a set of Brown’s Reef standard logging codes.

Kidman Resources utilises Field Marshall as its logging interface, with data recorded on multiple table files, these include geology, alteration, mineralisation, structure, orientation, fracture frequency, veining and recovery.

During the Comet Resources tenure, Drilling was logged on a series of Microsoft Excel spreadsheet templates, with individual sheets for lithology, alteration structure, mineralisation and veining.

Page 16 of 27

Prospectus | 165

Independent Technical Assessment Report

Criteria Sub-sampling techniques and sample preparation

JORC Code explanation If core, whether cut or sawn and whether quarter, half or all core taken.

If non-core, whether riffled, tube sampled, rotary split, etc. and whether sampled wet or dry.

For all sample types, the nature, quality and appropriateness of the sample preparation technique.

Quality control procedures adopted for all sub-sampling stages to maximise representivity of samples.

Measures taken to ensure that the sampling is representative of the in situ material collected, including for instance results for field duplicate/second-half sampling.

Whether sample sizes are appropriate to the grain size of the material being sampled.

Quality of assay data and laboratory tests

The nature, quality and appropriateness of the assaying and laboratory procedures used and whether the technique is considered partial or total.

For geophysical tools, spectrometers, handheld XRF instruments, etc., the parameters used in determining the analysis including instrument make and model, reading times, calibrations factors applied and their derivation, etc.

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Commentary Sample intervals were nominally 1m, but may be constrained by logged lithological, mineralisation or alteration boundaries. Samples were despatched to the primary assay laboratory as either half-core or quarter-core depending on metallurgical or the final assay requirements.

Duplicate samples comprise ¼ core intervals in both routine and duplicate samples (comparable sample support) and were taken at a rate of approximately 5%.

The procedure followed by SGSWY includes: sort and record the samples that are received; load all samples including standards onto the drying rack and place in the drying oven set at 105 degrees Celsius for eight hours; crush sample using a nugget crusher to 25mm; pulverise entire sample in LM5 mill (residence time 8-10 minutes); take 400 gram pulp sample for fire assay; and take 1 teaspoon of each sample including Comet Resources Standards and place into a smaller pulp packet to be sent for base-metal analysis.

Kidman Resources has employed the services of ALS Orange for all assaying in the current Diamond Drill programme.

The procedure utilised by ALS includes: Sort all samples and note any discrepancies to the client submitted paperwork. Record a received weight (WEI-21) for each sample. Separate out any samples for SG analysis onto a separate trolley to ensure they are not crushed.

Dry samples at 95 degrees until dry.

Perform non wax dipped SG analysis (OA-GRA08) on requested samples and return these to the drying oven once completed.

Crush samples to 6mm nominal (CRU-21) split any samples >3.2Kg using riffle splitter (SPL- 21).

Generate duplicates for nominated samples, assigning D suffix to the sample.

Pulverise samples in LM5 pulveriser until grind size passes 85% passing 75um (PUL-23). Check grind size on 1:20 using wet screen method (PUL-QC).

Take ~400g working master pulp for 50g fire assay, AAS finish (Au-AA26) and 0.5g aqua regia digest, ICP-AES finish base metals analysis (ME-ICP41). Any samples > upper limit of MEICP41 to be re-assayed by 0.35g ore-grade aqua regia digestion, ICP-AES finish analysis (MEOG46).

Samples were assayed for gold to 0.01ppm and the full 35 element suite, as below. Detection limits are in ppm unless otherwise noted. All preparation and assays were performed at ALS Orange.

Comet Resources routinely analysed samples for: Au using 50gm fire assay technique with an AAS finish and detection limit of 1ppb (FAE505 - SGSWY); and Ag, Cu, Pb, Zn ± As using a multi-acid digest (perchloric, hydrochloric, nitric and hydrofluoric acid) with an AAS finish (AAS42S; 0.4gm charge - SGS Perth). Samples with concentrations above the upper level of detection were reanalysed using an ore grade analysis (AAS43B; 0.25gm charge – SGS Perth).

Routine samples were initially sent for base-metal analysis

Page 17 of 27

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Criteria

JORC Code explanation Nature of quality control procedures adopted (e.g. standards, blanks, duplicates, external laboratory checks) and whether acceptable levels of accuracy (i.e. lack of bias) and precision have been established.

Verification of sampling and assaying

The verification of significant intersections by either independent or alternative company personnel.

The use of twinned holes.

Documentation of primary data, data entry procedures, data verification, data storage (physical and electronic) protocols.

Discuss any adjustment to assay data.

Location of data points

Accuracy and quality of surveys used to locate drill holes (collar and down-hole surveys), trenches, mine workings and other locations used in Mineral Resource estimation. Specification of the grid system used. Quality and adequacy of topographic control.

Data spacing and distribution

Data spacing for reporting of Exploration Results.

Whether the data spacing and distribution is sufficient to establish the degree of geological and grade continuity appropriate for the Mineral Resource and Ore Reserve estimation procedure(s) and

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ASX:EMS

Commentary at SGS Cobar, which employed a three acid digest (perchloric, hydrochloric, nitric) with an AAS finish (AAS22S). Comet’s QAQC monitoring highlighted problems with early SGS Cobar analytical processing and as a consequence, all samples were re-analysed and SGS Perth appointed as the primary laboratory for ongoing routine base-metal analyses.

Sampling and assaying quality is monitored by Comet during the course of drilling campaigns, not retrospectively and includes: Assay Accuracy: comparative analysis of Comet standard reference materials (blind standards) and internal SGS reference standards against certified values; Assay Precision: comparative analysis of pulp repeat sample pairs and inter-laboratory assays on sample pulps; Sampling Quality: sample pulp sizing data performed using wet sieving (Primary and Check Laboratory); Comparison of field duplicate ¼ core samples.

QAQC comparative analysis of batches of samples between different laboratories is recommended to establish any laboratory error and qualify potential nugget effect The Technical Team of Kidman has visually verified significant intersections in diamond core from Brown’s Reef located at the NSW Core Facility at Londonderry. Primary data was collected for the Brown’s Reef project using Microsoft excel spreadsheet templates. This data has been reviewed within the Kidman Resources database. All future work will be collected on a set of standard Field Marshall templates on Toughbook laptop computers using lookup codes. The information will then be sent to Geobase for validation and compilation into an SQL database server.

Registered Land, Mining, Engineering & G.P.S Surveyors, Langford & Rowe, were employed to perform surveys on Comet drill hole collars, locate historical drill hole collars and selected cultural features. A Real Time Kinematic (RTK) Global Positioning System (GPS) was used, incorporating a GX1230 Leica GPS Geodetic RTK Receiver. The system has a stated accuracy of: 20mm + 2ppm (2mm error for every 1km) accuracy in position; and 2 X accuracy in position for Height.

All coordinates were presented using the MGA94 (Zone 55) datum and height data was referenced to the 1971 Australian Height Datum (AHD). Local control for the survey was provided by survey datum PM77536 (440085.071mE 6314925.741mN 166.424m).

Based on the survey pick-ups performed, a Brown’s Reef Local Grid to MGA94 grid transform was performed using control points.

The nominal drill hole spacing is 60 m by 100 m in the core of the Brown’s Reef Project. The mineralised domains for Brown’s Reef have demonstrated sufficient continuity in both geological and grade observations to support future definition of Mineral Resources and Reserves, and the classifications applied under the 2012 JORC Code. Samples have been composited to one metre lengths for the

Page 18 of 27

Prospectus | 167

Independent Technical Assessment Report

Criteria

JORC Code explanation classifications applied.

Whether sample compositing has been applied.

Commentary Brown’s Reef and adjusted where necessary to ensure that no residual sample lengths have been excluded (best fit).

Orientation of data in relation to geological structure

Whether the orientation of sampling achieves unbiased sampling of possible structures and the extent to which this is known, considering the deposit type.

If the relationship between the drilling orientation and the orientation of key mineralised structures is considered to have introduced a sampling bias, this should be assessed and reported if material.

Sample security

The measures taken to ensure sample security.

Audits or reviews

The results of any audits or reviews of sampling techniques and data

The Brown’s Reef prospect is drilled towards grid ENE and WSW at angles varying from 65-85° and 250-265° to intersect the mineralised zones at a close to perpendicular relationship for the bulk of the prospect. The majority of holes are drilled at dip angles of 55-80 degrees The Brown’s Reef prospect is drilled ENE and WSW, which is close to perpendicular to the orientation of the mineralised trend; the intersection angles for the bulk of the drilling are nearly perpendicular to the mineralised domains.

Structural logging based on oriented core indicates that main sulphide controls are largely perpendicular to drill direction. No orientation based sampling bias has been identified at Brown’s Reef in the data at this point.

Chain of custody is managed by Kidman. Samples for Brown’s Reef are stored at the Londonderry Core facility and on site. Historically core and samples were delivered by personnel to the sample preparation lab and assay laboratory by courier service, Tracking sheets have been set up to track the progress of batches of samples.

A further internal review of the sampling techniques and data is being conducted by Kidman as part of due diligence and continual review of protocols occurs as a matter of course for all exploration activities undertaken by Kidman Resources

Section 2: Reporting of Exploration Results Criteria

JORC Code explanation

Commentary

Mineral tenement and land tenure status

Type, reference name/number, location and ownership including agreements or material issues with third parties such as joint ventures, partnerships, overriding royalties, native title interests, historical sites, wilderness or national park and environmental settings.

The security of the tenure held at the time of reporting along with any known impediments to obtaining a licence to operate in the area.

Acknowledgment and appraisal of exploration by other parties.

Brown’s Reef project is wholly located in Exploration Licence EL6321. The Tenement is held by Crowl Creek Exploration Pty Ltd, which is a 100% owned subsidiary of Kidman Resources Ltd. The tenement is in good standing and no known impediments exist.

Exploration done by other parties

ASX Announcement – Kidman Resources Ltd (ASX: KDR)

168 | Eastern Metals Limited

EL96 1966-1968 Wood, A. J. EL632 PLs Sep 1973-1977 Jennings Industries Limited EL1027 Sep 1977-1979 Electrolytic Zinc (EZ) Company of Australasia Limited EL1030 Jan 1977-1981 EZ EL921 Sep 1976-1978 Shell Minerals Exploration Australia Pty Limited EL1020 Sep 1977-1978 Australian Industrial Refractories Limited EL1337 Mar 1980-1984 EZ EL1902 Jun 1981-1986 Australian Industrial Refractories Page 19 of 27

www.easternmetals.com.au

Criteria

JORC Code explanation

Commentary Limited EL2833 Mar 1987-1989 Costain Australia Limited EL4263 May 1992-May 1994 Dominion Gold Operations Pty Limited EL4817 Mar 1995-1997 Telminex NL EL5374 1999 Nov 2003 Bella Montagna, Jennings/EZ/ESSO JV completed some very comprehensive soil sampling, mapping and drilling programmes at the Brown’s Reef Project.

EL6321 Nov 2004 – Mar 2014

Geology

Deposit type, geological setting and style of mineralisation.

Drill hole Information

A summary of all information material to the understanding of the exploration results including a tabulation of the following information for all Material drill holes: easting and northing of the drill hole collar elevation or RL (Reduced Level – elevation above sea level in metres) of the drill hole collar dip and azimuth of the hole down hole length and interception depth hole length.

If the exclusion of this information is justified on the basis that the information is not Material and this exclusion does not detract from the understanding of the report, the Competent Person should clearly explain why this is the case.

ASX Announcement – Kidman Resources Ltd (ASX: KDR)

ASX:EMS

The Brown’s Reef deposit is hosted within the steeply dipping, Late Silurian Preston Formation (previously Preston Beds). The Preston Formation comprises medium to coarse grained inter-bedded, volcaniclastic and fossiliferous clastic sediments. The rocks of the Preston Formation represent a shallow marine sub-storm wavebase (fluvial) environment with minor silicic to intermediate volcanism. Common mild anaerobic to dysaerobic conditions are inferred from the presence of pyritic black or grey shales.

Previous explorers (Jennings Industries Limited (Jennings) / Electrolytic Zinc Company of Australasia Limited (EZ) /ESSO Exploration & Production Australia (ESSO)) subdivided the Preston Formation into several units (A to S), which were grouped into the Upper (Units A to I), Middle (Units J to L) and Lower (Units M to S) Preston Beds.

Mineralisation at Brown’s Reef is predominantly hosted in the Lower Preston Formation within units N to R. The overlying Unit M consists of poorly bedded black shale to siltstone, which is thought to have acted as an impervious cap to the mineralisation. The underlying Unit S constitutes the basal unit of the Preston Formation and is dominated by coarse conglomerates which unconformably overly the Clements Formation.

Refer to Appendix 3.

Page 20 of 27

Prospectus | 169

Independent Technical Assessment Report

Criteria

JORC Code explanation

Commentary

Data aggregation methods

In reporting Exploration Results, weighting averaging techniques, maximum and/or minimum grade truncations (e.g. cutting of high grades) and cut-off grades are usually Material and should be stated.

Where aggregate intercepts incorporate short lengths of high grade results and longer lengths of low grade results, the procedure used for such aggregation should be stated and some typical examples of such aggregations should be shown in detail.

The assumptions used for any reporting of metal equivalent values should be clearly stated.

Relationship between mineralisation widths and intercept lengths

These relationships are particularly important in the reporting of Exploration Results.

If the geometry of the mineralisation with respect to the drill hole angle is known, its nature should be reported.

If it is not known and only the down hole lengths are reported, there should be a clear statement to this effect (e.g. ‘down hole length, true width not known’).

Appropriate maps and sections (with scales) and tabulations of intercepts should be included for any significant discovery being reported These should include, but not be limited to a plan view of drill hole collar locations and appropriate sectional views.

Where comprehensive reporting of all Exploration Results is not practicable, representative reporting of both low and high grades and/or widths should be practiced to avoid misleading reporting of Exploration Results.

Other exploration data, if meaningful and material, should be reported including (but not limited to): geological observations; geophysical survey results; geochemical survey results; bulk samples – size and method of treatment; metallurgical test results; bulk density, groundwater, geotechnical and rock characteristics; potential deleterious or contaminating substances.

High grade massive sulphide intervals internal to broader zones of sulphide mineralisation are reported as included or within intervals.

Maximum internal dilution is 2m within a reported interval.

In BRD002 one interval of 5m of less than 0.5% Zn occurred, this interval was only reported in the larger interval for the hole, it was not included in the high grade zone from 268m.

The zone was included in the broad zone as the prospective stratigraphy was intersected throughout the interval, and visual inspection of the core showed mineralisation that was not sampled due to sampling practice.

No grade top cut off has been applied.

No metal equivalent is used or applied.

A minimum cut-off grade 0f 0.5% Zn is applied to the reported zinc intervals.

A minimum cut-off grade of 0.5g/t Ag is applied to the reported silver interval in BRD010/BRD011/BRD01.2 The Brown’s Reef prospect is composed of one continuous lode dipping steeply towards the west at 75-85 degrees; drill holes are perpendicular to the North South striking mineralised zone. The holes are inclined making the intercepts approximately 30-70% of true width depending on which side of the lode the drill holes are drilled from.

Diagrams

Balanced reporting

Other substantive exploration data

ASX Announcement – Kidman Resources Ltd (ASX: KDR)

170 | Eastern Metals Limited

Refer to Figures in body of text.

All results were reported.

Multi element assaying is conducted routinely on all samples for a suite of potentially deleterious elements.

Page 21 of 27

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ASX:EMS

Prospectus | 171

Sep 1977

Jun 1979

Sep 1981

Sep 1978

Feb 1978

Mar 1984

Mar 1986

Sep 1973

Sep 1977

Jan 1977

Sep 1976

Sep 1977

Mar 1980

Jun 1981

EL632 PLs

EL1027

EL1030

EL921

EL1020

EL1337

EL1902

ASX Announcement – Kidman Resources Ltd (ASX: KDR)

1968

1966

EL96

End Date

Start Date

Title No.

Cu Pb Zn

NM

Cu Pb Zn Ag

Cu Pb Zn

Cu Pb Zn

Cu Pb Zn

Commodity

Appendix 2: Tables of Historical Exploration Table i. Historical Exploration Details

Shell Minerals Exploration Australia Pty Limited

Australian Industrial Refractories Limited

GS-NONE

GS1980/334

GS1977/252, GS1978/333, GS1979/058, GS1981/240, GS1981/240

Electrolytic Zinc Company of Australasia Limited

Electrolytic Zinc Company of Australasia Limited

GS1978/095, GS1979/418, GS1982/377

Electrolytic Zinc Company of Australasia Limited

GS1978/411, GS1979/236

GS1978/095, GS1979/309

Jennings Industries Limited

Australian Industrial Refractories Limited

Jennings/EZ/ESSO JV compiled geological information from 1:5000 scale surface mapping; RAB/auger and diamond drilling campaign to interpret the geology; area of 1700m x 400m mapped at 1:2000 scale over Brown’s Reef and Brown’s Reef South prospects.

RAB/auger soil sampling on 100 metre spaced lines and covered a ten kilometre strike of the Preston Beds. Cu, Pb, Zn and As were routinely analysed. Max. values reported :1.59% Pb, 1500ppm Zn, 1250ppm Cu and 5600ppm As. Geology compiled from logging of RAB/auger drilling; trial groundwater sampling geochemistry undertaken.

Completed 12 diamond core holes (BR1-6, OT1, PC1, WS1, BS1-3) and 3 diamond core wedge holes (BR3A, BR4A, BS2A) totalling 4,971 m (includes 367.6 m of roller/blade pre-collar drilling). Sampling conducted over selected intervals of significant visible mineralisation identified (~ 975m of core sampled) and analysed for Pb, Zn, Cu and Ag: 467 assays.

Airborne magnetic survey conducted, 300m spaced flight lines at 120m height.

Page 22 of 27

Airborne magnetic survey conducted, 300m spaced flight lines at 120m height

Airborne magnetic survey conducted, 250m spaced flight lines at 75m height.

2 diamond drill holes to test Brown’s Reef gossans

Significant Outcome

GS1974/116, GS1976/226, GS1977/282, GS1978/096, GS1978/234, GS1978/438, GS1979/251, GS1980/350 GS1982/549, GS1982/550 GS1984/288

GS Report Nos. GS1967/191

Wood, A. J.

Company

172 | Eastern Metals Limited GS1999/578, GS2000/084, GS2002/403, GS2002/519, GS2004/142

Bella Montagna, Moonlight Mining NL, Equity-1 Resources

Nov 2003

1999

EL5374

ASX Announcement – Kidman Resources Ltd (ASX: KDR)

GS1996/254 ,GS1997/113

Telminex NL

Mar 1997

Mar 1995

GS1994/086

Dominion Gold Operations Pty Limited

EL4817

Pb Cu Zn Ag Au

Au Cu Pb Zn Ag

May 1994

May 1992

GS1988/141

Costain Australia Limited

EL4263

Au Cu Pb Zn

Mar 1989

Mar 1987

EL2833

Page 23 of 27

Conducted an orientation mobile metal ion (MMI) survey at the Brown’s Reef deposit and along strike to the south and north. Soil gas analysis was also conducted on the orientation soil samples 10 reverse circulation drill holes (RC01EG01-7, RC02BR8-10) totalling 1,319 m, located north of Brown’s Reef deposit; 6m composite samples were analysed for Pb, Zn, Cu, Ag, As, Ba, Ca, Mo. Except 4 composite samples from RC01EG05-7, samples not analysed for Au. 1996 NSW DMR 250m line spaced aeromagnetic data reprocessed, no aeromagnetic response evident over the Brown’s Reef mineralisation Ground gravity survey over area 4.6 km x 1.8 km at Brown’s Reef. 524 stations over 48.6 line kilometres surveyed on 100 m centres; low level aeromagnetic and radiometric survey covering area of 5.5 km x 1.9 km conducted.

Completed a preliminary regolith photogeology study

Completed 6 RC drill holes (BRR1–6) totalling 593m; follow-up to anomalous Au assays recorded during selective re-sampling of Jennings/EZ/ESSO JV drill holes; BRR1-6 drilled Brown’s Reef and Brown’s Reef South Prospect areas; analysed for Au and Ag over 1 m intervals and selectively for Cu, Pb and Zn. Results disappointing (max. value reported BRR4 : 1m @ 2.61 g/t Au).

Independent Technical Assessment Report

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Prospectus | 173

2004

Mar 2013

ASX Announcement – Kidman Resources Ltd (ASX: KDR)

EL6321

Pb-Zn-Cu-Ag-Au

Comet Resources Limited

Page 24 of 27

Conducted historical data assessment; trial surface geochemistry sampling assessment; geophysical image enhancement; geological reconnaissance/rock chip sampling; preliminary scoping study 14 RC/diamond drill holes totalling 1,112m of RC drilling and 3664m of HQ and NQ diamond drilling at Brown’s Reef o o deposit: holes angled 60 to 092 : samples on nominal 1m intervals, constrained by mineralisation-lithology-alteration boundaries; 5% duplicate samples included; half or quarter core. Assayed for Au – fire assay AAS & Ag, Cu, Pb, Zn ± As by Multi acid AAS by SGS; - Significant intercepts - mineralised zone is still open along strike and at depth.

Re-sampling and analysis of historical diamond drill core held at the Department of Primary Industry’s (DPI) core library.

Metallurgical testwork on 2 composite HQ half core diamond drill samples.

Radial downhole resistivity and induced polarisation surveys (IP), conducted around diamond drillholes BR0009 and BR0011.

Magnetic susceptibility readings of BR0002 core found no significant variation in susceptibility between mineralised and un-mineralised.

174 | Eastern Metals Limited

Diamond

Diamond

Diamond

Diamond

Diamond

Diamond

Diamond

Diamond

Diamond

Diamond

Diamond

Diamond

Percussion

Diamond

Diamond

Diamond

Diamond

Diamond

RC

RC

RC

RC

RC

RC

RC

RC

RC

RC

RC

RC

DDHLC1

DDH2

BR1

BR2

BR3

BR3A

BR4

BR4A

BR5

OT1

PC1

WS1

EG1

BS-1

BR6

BS-2

BS-2A

BS-3

BRR1

BRR2

BRR3

BRR4

BRR5

BRR6

RC01EG01

RC01EG02

RC01EG03

RC01EG04

RC01EG05

RC01EG06

ASX Announcement – Kidman Resources Ltd (ASX: KDR)

Method

Hole No.

126

132

150

114

142

132

100

100

100

93

100

100

387.5

454.5

178.8

262

259

46

516.4

480

300

450

121.8

331.8

313.5

336.8

339.1

239.72

152.4

213.3

Depth (m)

Table ii. Historical RC/Diamond Drilling Details

Brown’s Reef

Brown’s Reef

Brown’s Reef

Brown’s Reef

Brown’s Reef

Brown’s Reef

Brown’s Reef

Brown’s Reef

Brown’s Reef

Brown’s Reef

Brown’s Reef

Brown’s Reef

Brown’s Reef

Brown’s Reef

Brown’s Reef

Brown’s Reef

Brown’s Reef

Windmill Hill

Woolshed

Pine Clump

Old Tank

Brown’s Reef

Brown’s Reef

Brown’s Reef

Brown’s Reef

Brown’s Reef

Brown’s Reef

Brown’s Reef

Brown’s Reef

Brown’s Reef

Location

11/2001

11/2001

11/2001

11/2001

11/2001

11/2001

04/1988

04/1988

04/1988

04/1988

04/1988

27/03/1988

02/04/1981

24/03/1981

28/02/1980

17/02/1981

25/01/1980

01/11/1978

02/11/1978

10/11/1978

15/11/1978

27/08/1977

24/09/1977

14/09/1977

06/10/1977

13/09/1977

17/04/1977

22/03/1976

1968

1968

Year

Equity-1 Resources NL

Equity-1 Resources NL

Equity-1 Resources NL

Equity-1 Resources NL

Equity-1 Resources NL

Equity-1 Resources NL

Costain Australia Limited

Costain Australia Limited

Costain Australia Limited

Costain Australia Limited

Costain Australia Limited

Costain Australia Limited

Jennings/EZ/ESSO

Jennings/EZ/ESSO

Jennings/EZ/ESSO

Jennings/EZ/ESSO

Jennings/EZ/ESSO

Jennings/EZ/ESSO

Jennings/EZ/ESSO

Jennings/EZ/ESSO

Jennings/EZ/ESSO

Jennings/EZ/ESSO

Jennings/EZ/ESSO

Jennings/EZ/ESSO

Jennings/EZ/ESSO

Jennings/EZ/ESSO

Jennings/EZ/ESSO

Jennings/EZ/ESSO

Wood, A. J.

Wood, A. J.

Company

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Independent Technical Assessment Report

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Prospectus | 175

RC

RC

RC

RC

RCDD

DD

DD

RC

RC

RCDD

RCDD

RCDD

RCDD

RCDD

RCDD

RCDD

DD

DD

RC

RC

RC

RC

RC01EG07

RC02BR08

RC02BR09

RC02BR010

BR0007

BR0008

BR0009

BR0010

BR0010A

BR0011

BR0012

BR0013

BR0014

BR0015

BR0016

BR0017

BR0018

BR0019

BR0020

BR0021

BR0022

BR0023

ASX Announcement – Kidman Resources Ltd (ASX: KDR)

Method

Hole No.

180

150

172

180

312.1

390.2

432.2

391

550.2

434.9

188.8

196.2

261.2

56

150

549.3

459.3

404.9

95

145

157

126

Depth (m)

Brown’s Reef North

Brown’s Reef North

Brown’s Reef North

Brown’s Reef North

Brown’s Reef

Brown’s Reef

Brown’s Reef

Brown’s Reef

Brown’s Reef

Brown’s Reef

Brown’s Reef

Brown’s Reef

Brown’s Reef

Brown’s Reef

Brown’s Reef

Brown’s Reef

Brown’s Reef

Brown’s Reef

Brown’s Reef

Brown’s Reef

Brown’s Reef

Brown’s Reef

Location

2007

2007

2007

2007

15/11/2007

25/10/2007

14/10/2007

23/08/2007

2/08/2007

6/07/2007

15/03/2007

12/03/2007

22/03/2007

19/01/2007

21/01/2007

5/05/2007

21/03/2007

11/11/2006

11/2002

11/2002

11/2002

11/2001

Year

Page 26 of 27

Comet Resources Limited

Comet Resources Limited

Comet Resources Limited

Comet Resources Limited

Comet Resources Limited

Comet Resources Limited

Comet Resources Limited

Comet Resources Limited

Comet Resources Limited

Comet Resources Limited

Comet Resources Limited

Comet Resources Limited

Comet Resources Limited

Comet Resources Limited

Comet Resources Limited

Comet Resources Limited

Comet Resources Limited

Comet Resources Limited

Equity-1 Resources NL

Equity-1 Resources NL

Equity-1 Resources NL

Equity-1 Resources NL

Company

Independent Technical Assessment Report

Appendix 3: Exploration Data Table iii: Exploration drill holes undertaken by Kidman Resources 2014 Hole Id

Subtype

Easting

Northing

RL

BRD001

DD

437420.6

6312574.9

176.4

BRD002

DD

437362.9

6312807.1

177.1

BRD003

DD

437298.0

6312929.2

177.0

BRD004

DD

437531.5

6312470.4

176.3

BRD005

DD

437599.1

6312173.8

172.0

BRD006

DD

436485.2

6314327.2

187.4

BRD007

DD

437517.6

6312588.8

177.8

BRD008

DD

437369.0

6312943.8

177.2

BRD008W1

DD

437369.0

6312943.8

177.2

BRD009

DD

437460.0

6312820.6

177.5

BRD010

DD

436877.1

6313292.9

180.1

BRD011

DD

436876.6

6313292.8

180.1

BRD012

DD

436681.7

6313792.8

185.3

BRD013

DD

436396.0

6314294.8

183.0

ASX Announcement – Kidman Resources Ltd (ASX: KDR)

176 | Eastern Metals Limited

Datum GDA94Z55S GDA94Z55S GDA94Z55S GDA94Z55S GDA94Z55S GDA94Z55S GDA94Z55S GDA94Z55S GDA94Z55S GDA94Z55S GDA94Z55S GDA94Z55S GDA94Z55S GDA94Z55S

Hole Depth

Azimuth (o )

Inclination (o )

323.25

247

-55

436.3

245.8

-54.8

330.9

246

-55

587.7

245.5

-60

462.8

246.5

-55

277.55

64

-55

777.5

251

-60

574.6

244

-60

453.4

244

-60

835.9

247

-65

453.9

61.4

-60

592.05

61.4

-70

474.9

61

-65

681.2

61.4

-60

Page 27 of 27

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KEY INDIVIDUALS, INTERESTS AND BENEFITS

8

180 | Eastern Metals Limited

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Section 8

18 August 2021 18 August 2021 18 August 2021 The Directors The Directors Eastern Metals Limited The Directors Eastern LimitedStreet Level 12,Metals 225 George Eastern Metals Limited 18 August 2021 Level 12, 225 George SYDNEY NSW 2000 Street Level 12, 225 George Street SYDNEY NSW 2000 SYDNEY NSW 2000

Eastern Metals: General Eastern General Solicitor’s ReportMetals: on Tenements Eastern General Solicitor’s ReportMetals: on Tenements Solicitor’s Report on Tenements

BY EMAIL

BY EMAIL

BY EMAIL

Eastern Metals: General Solicitor’s Report on Tenements

BY EMAIL

DearDirectors Directors The Dear Directors Dear Directors Eastern Metals Limited RE: 12, VALMIN COMPLIANT Level 225 George Street TENEMENT REPORT – MINING TENEMENTS IN NEW SOUTH RE: VALMIN COMPLIANT TENEMENT REPORT – MINING TENEMENTS IN NEW SOUTH WALES AND THE NORTHERN TERRITORY RE: VALMIN COMPLIANT TENEMENT REPORT – MINING TENEMENTS IN NEW SOUTH SYDNEY NSW 2000 WALES AND THE NORTHERN TERRITORY WALES AND THE NORTHERN TERRITORY 1. SCOPE OF INSTRUCTIONS 1. SCOPE OF INSTRUCTIONS 1. SCOPE OF INSTRUCTIONS Dear Directors Hetherington Legal Pty Ltd (“Hetherington Legal”) has been instructed by Eastern Metals Limited Hetherington Pty Ltd (“Hetherington Legal”) an hasIndependent been instructed

by Eastern Metals Limited (ACN 643 902Legal 943) (“Eastern Metals”) to REPORT prepare Tenement (“Report”) in Hetherington Legal Pty Ltd (“Hetherington Legal”) has been instructed

by Eastern Limited RE: VALMIN COMPLIANT TENEMENT – MINING TENEMENTS INReport NEWMetals SOUTH (ACN 643 902 943) (“Eastern Metals”) toPublic prepare an Independent Tenement Reportand (“Report”) in accordance with the Australasian Code for Reporting of Technical Assessments Valuations (ACN 643 902 943) Metals”)TERRITORY to prepare an Independent Tenement Report (“Report”) in WALES AND (“Eastern THE NORTHERN accordance with the Australasian Public Reporting Technical Assessments and Valuations of Mineral Assets (VALMIN Code Code - 2015for (“VALMINof Code”) in relation to the following mining accordance with the Australasian Code forEdition) Public Reporting of Technical Assessments and Valuations of Mineral Assets (VALMIN Code(“NSW”) - 2015 Edition) (“VALMIN Code”) in relation to the following mining tenements in New South Wales and the Northern Territory (“NT”) (collectively referred to as of Mineral (VALMIN Code - 2015 Edition) (“VALMIN Code”) in relation to the following mining 1.

SCOPEAssets OF INSTRUCTIONS tenements in New South Wales (“NSW”) and the Northern Territory (“NT”) (collectively referred to as “the Tenements”): tenements in New South Wales (“NSW”) and the Northern Territory (“NT”) (collectively referred to as “the Tenements”): “the Tenements”): Hetherington Legal Pty Ltd (“Hetherington Legal”) has been instructed by Eastern Metals Limited a) 643 NSW Exploration Licence No 6321to(1992) (“EL (ACN 902 943) (“Eastern Metals”) prepare an6321”); Independent Tenement Report (“Report”) in a) NSW Exploration Licence No 6321 (1992) (“EL 6321”); a) NSWwith Exploration Licence Code No 6321 (1992)Reporting (“EL 6321”); accordance the Australasian for Public of Technical Assessments and Valuations b) NSW Exploration Licence 9180Edition) (1992) (“VALMIN (“EL 9180”); of Mineral Assets (VALMIN Code No - 2015 Code”) in relation to the following mining b) NSW Exploration Licence No 9180 (1992) (“EL 9180”); b) NSW No 9180and (1992) (“EL 9180”); tenements in Exploration New South Licence Wales (“NSW”) the Northern Territory (“NT”) (collectively referred to as NSW Exploration Licence No 9136 (1992) (“EL 9136”); “thec)Tenements”): c) NSW Exploration Licence No 9136 (1992) (“EL 9136”); c) NSW Exploration Licence No 9136 (1992) (“EL 9136”); d) 9190”); a) NSW NSW Exploration Exploration Licence Licence No No 9190 6321 (1992) (1992) (“EL (“EL 6321”); d) NSW Exploration Licence No 9190 (1992) (“EL 9190”); d) NSW Exploration Licence No 9190 (1992) (“EL 9190”); e) NSW 9194 (1992) (1992) (“EL (“EL 9180”); 9194”); and b) NSW Exploration Exploration Licence Licence No No 9180 e) NSW Exploration Licence No 9194 (1992) (“EL 9194”); and e) NSW Exploration Licence No 9194 (1992) (“EL 9194”); and f) NSW NT Exploration Licence 23186 (“EL (1992) 23186”). c) Exploration Licence No 9136 (“EL 9136”); f) NT Exploration Licence 23186 (“EL 23186”). f) NT Exploration Licence 23186 (“EL 23186”).

Thed)Tenements are administered under Mining Act9190”); 1992 (NSW) (“Mining Act”) and the Mining NSW Exploration Licence No 9190the (1992) (“EL The Tenements are administered under the Mining Actand 1992 Mining Regulation 2016 (NSW) (“Mining Regulation”) in NSW the(NSW) Mineral(“Mining Titles ActAct”) 2010and (NT)the (“Mineral The Tenements are administered under the Mining Act 1992 (NSW) (“Mining Act”) and the Mining Regulation 2016 (NSW) (“Mining Regulation”) in NSW and the(“Mineral Mineral Titles ActRegulation”), 2010 (NT) (“Mineral Titles Act”) and the Mineral Titles Regulations 2011 (NT) Titles Mining Regulation 2016 (NSW) (“Mining in NSW and theand Mineral Titles Act 2010 (NT) (“Mineral e) NSW Exploration Licence Regulation”) No 9194 (1992) (“EL 9194”); Titles Act”) and the Mineral Titles Regulations 2011 (NT) (“Mineral Titles Regulation”), Mining Management Act 2001 (NT) and Mining Management Regulations 2001 (NT) in the Northern Territory, Titles Act”) and the Mineral Titles Regulations 2011 (NT) (“Mineral Titles Regulation”), Mining Management Act 2001 (NT) and Mining Management Regulations 2001 (NT) in the Northern Territory, respectively.

Management Act 2001 Licence (NT) and23186 Mining(“EL Management f) NT Exploration 23186”). Regulations 2001 (NT) in the Northern Territory, respectively. respectively.

2.

TheINDEPENDENCE Tenements are administered under the Mining Act 1992 (NSW) (“Mining Act”) and the Mining 2. INDEPENDENCE 2. INDEPENDENCE Regulation 2016 (NSW) (“Mining Regulation”) in NSW and the Mineral Titles Act 2010 (NT) (“Mineral Hetherington Legalthe is independent from Eastern Metals the meaning of the VALMIN Code.

Titles Act”) and Mineral Titles Regulations 2011 within (NT) (“Mineral Titles Regulation”), Mining Hetherington Legal is independent from Eastern Metals within the meaning of the VALMIN Code.

Hetherington Legal is independent from Management Eastern Metals within the meaning Management Act 2001 (NT) and Mining Regulations 2001 (NT)ofinthe theVALMIN NorthernCode.

Territory, The costs incurred by Hetherington Legal in preparing this report have been calculated at the normal respectively.

The costs

by Hetherington Legal in preparing this report have been calculated at the normal charge outincurred rate.

The costs incurred

by Hetherington Legal in preparing this report have been calculated at the normal charge out rate. charge out rate.

2.

INDEPENDENCE Hetherington Legal is independent from Eastern Metals within the meaning of the VALMIN Code.

The costs incurred by Hetherington Legal in preparing this report have been calculated at the normal charge out rate.

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Solicitor’s Report on Tenements

3. THIRD PARTY SEARCHES This Report has been prepared based on information obtained through a series of third-party searches, undertaken through the Department of Regional NSW’s (“NSW Department”) Title Administration System database (“TAS”) and the NT Department of Industry, Tourism and Trade (“NT Department”) (collectively referred to as “the Searches”) between 2 August 2021 and 17 August 2021.

This Report is subject to the proviso that the above information sources may contain errors and are not always correct.

4. EXECUTIVE SUMMARY Following review of information previously provided to Hetherington Legal and obtained through the Searches, and subject to the qualifications provided under this Report, it is the opinion of Hetherington Legal that this Report provides an accurate summary of: a) the status of the Tenements, including details of tenure area, expiry and renewal dates; b) expenditure commitments, rents, rates and security bonds set out in this Report; and c) obligations to any third party, including, but not limited to, joint venture or royalty agreements.

5. TENEMENT SUMMARY, HISTORY AND STATUS Please refer to Appendix 1 – Status of Tenure at the end of this report for an overview of the Tenements.

5.1. EL 6321 The registered holder of EL 6321 is recorded as Eastern Metals. The current area of EL 6321 is 10 units.

EL 6321 was preceded by Exploration Licence Application No 2313 (1992) (“ELA 2313”) which was lodged with the NSW Department on 17 March 2004 by Comet Resources Limited (ACN 060 628 202).

EL 6321 was granted in satisfaction of ELA 2313 on 9 October 2004 for Group 1 (Metallic) Minerals and Group 2 (Non-Metallic) Minerals over an area of 20 units for a term ending on 18 October 2006 to Comet Resources Limited and has subsequently been renewed a number of times.

On 8 July 2014 EL 6321 was transferred from Comet Resources Limited to Crowl Creek Exploration Limited (“Crowl Creek”) (ACN 139 933 109) in full. On 8 June 2021, EL 6321 was transferred from Crowl Creek to Eastern Metals in full.

Over its term, EL 6321 has been subject to the below renewals: •

Renewed on 22 December 2006 for renewal period of 18 October 2006 to 18 October 2008 over 20 units.

•

Renewed on 16 January 2009 for renewal period of 18 October 2008 to 18 October 2010 over 20 units.

•

Renewed on 14 March 2011 for renewal period of 18 October 2010 to 18 October 2012 over 20 units.

•

Renewed on 23 May 2013 for renewal period of 18 October 2012 to 18 October 2014 over 10 units.

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Solicitor’s Report on Tenements

•

Renewed on 22 December 2014 for renewal period of 18 October 2014 to 18 October 2016 over 10 units.

•

Renewed on 14 August 2017 for renewal period of 18 October 2016 to 19 October 2018 over 10 units.

•

Renewed on 17 June 2019 for renewal period of 19 October 2018 to 19 October 2020 over 10 units for Group 1 Minerals only.

•

Renewed on 24 June 2021 for renewal period of 19 October 2020 to 19 October 2022 over 10 units for Group 1 Minerals only.

5.2. EL 9180 The registered holder of EL 9180 is recorded as Eastern Metals. The current area of EL 9180 is 122 units.

EL 9180 was preceded by Exploration Licence Application No 6042 (1992) (“ELA 6042”) which was lodged with the NSW Department on 28 July 2020.

EL 9180 was granted in satisfaction of ELA 6042 on 21 May 2021 for Group 1 (Metallic) Minerals over an area of 122 units for a term ending on 21 May 2024.

5.3. EL 9136 The registered holder of EL 9136 is recorded as Eastern Metals. The current area of EL 9136 is 84 units.

EL 9136 was preceded by Exploration Licence Application No 6114 (1992) (“ELA 6114”) which was lodged with the NSW Department on 28 July 2020.

EL 9136 was granted in satisfaction of ELA 9114 on 15 April 2021 for Group 1 (Metallic) Minerals over an area of 84 units for a term ending on 15 April 2024.

5.4. EL 9190 The registered holder of EL 9190 is recorded as Eastern Metals. The current area of EL 9190 is 437 units.

EL 9190 was preceded by Exploration Licence Application No 6161 (1992) (“ELA 6161”) which was lodged with the Department on 13 November 2020.

EL 9190 was granted in satisfaction of ELA 6161 on 7 June 2021 for Group 1 (Metallic) Minerals over an area of 437 units for a term ending on 7 June 2023.

5.5. EL 9194 The registered holder of EL 9194 is recorded as Eastern Metals. The current area of EL 9194 is 54 units.

EL 9194 was preceded by Exploration Licence Application No 6159 (1992) (“ELA 6159”) which was lodged with the NSW Department on 9 November 2020.

EL 9194 was granted in satisfaction of ELA 6159 on 7 June 2021 for Group 1 (Metallic) Minerals over an area of 54 units for a term ending on 7 June 2026.

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5.6. EL 23186 The registered holder of EL23186 is Eastern Metals.

EL23186 was applied for on 4 July 2001 and was granted on 15 July 2002 over an area of 229 Blocks for an initial period of six (6) years, expiring 14 July 2008.

EL 23186 has been subject to renewal every two years since grant. At renewal on 23 June 2011 the area was reduced from 229 Blocks to 43 Blocks. The area of EL 23186 was reduced again from 43 Blocks to 28 Blocks at renewal on 8 February 2017. EL23186 was most recently granted a renewal for a term of 2 years over an area of 28 blocks, on 19 August 2020 due to expire 14 July 2022. This is the seventh renewal of EL23186.

On 22 July 2021, an application to transfer EL 23186 from Kidman Barrow Creek Pty Ltd (“Kidman Barrow”) (ACN 156 249 106) was approved by the NT Department. On 16 August 2021 the transfer of EL 23186 from Kidman Barrow to Eastern Metals was registered with the NT Department.

6. TENEMENT REGULATORY FRAMEWORK - NSW 6.1. Exploration Licence The holder of an Exploration Licence is entitled to the exclusive right to carry out works on, or to remove samples from the land for the purpose of testing the mineral bearing qualities of the land specified in the licence for the group, or groups, of minerals specified. Exploration activities must be conducted in accordance with the approved Work Program.

6.1.1. Reports Holders of a licence must submit an annual report within one calendar month of the grant anniversary date of the licence. The annual report is to include the following information; particulars of all surveys and operations during the reporting period, results and conclusions of any work undertaken and the proposed operations for the next 12-month period. Exploration Licence holders are also required to report on their annual expenditure and environment, rehabilitation and community consultation activities within the reporting period. Details of the grant anniversary date of the Tenements are set out in Appendix 1.

Licence holders are also required to submit partial relinquishment reports for any areas relinquished and final reports at the surrender or expiry of the licence. Partial relinquishment reports and final reports are due within one calendar month after the Secretary of the NSW Department gives notice of cancellation.

6.1.2. Annual Fees The prescribed amount for the Annual Rental Fee is set out in Schedule 9 of the Mining Regulation. The Annual Rental fee for Exploration Licences is calculated at $60 per unit.

Exploration Licences are also subject to an Annual Administrative Levy which is calculated at 1% of the required security deposit. The Annual Rental Fee and Annual Administrative Levy are due annually at the anniversary date of the licence. Details of the annual fees for the Tenements can be found in Appendix 1.

6.1.3. Expiry and Renewal The expiry dates for the Tenements are set out in Appendix 1 of this report. An Exploration Licence can be granted for a maximum period of six years and may be renewed for further periods. An application to renew an Exploration Licence exceeding half of the area for which the licence relates to must provide special circumstances to justify the renewal.

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An application to renew an Exploration Licence must be lodged within the period of 2 months before the licence ceases to have effect. The Exploration Licence continues to remain in effect until the application for renewal is determined.

6.1.4. Security Holders of an Exploration Licence are required to lodge a security deposit of at least $10,000, which is subject to increase if the holder proposes to undertake ground-disturbing activities which result in the estimated cost of rehabilitation to exceed $10,000. The security deposit is returned if the licence is cancelled, and once rehabilitation has been approved by the NSW Department. Details of the current rehabilitation security deposits held for the Tenements are provided in Appendix 1 of this Report.

7. TENEMENT REGULATORY FRAMEWORK - NT 7.1. Exploration Licence An Exploration Licence gives the holder the exclusive right to conduct exploration for minerals in the title area and apply for a mineral lease for all or part of the title area. Activities permitted on an Exploration Licence include activities to ascertain the quality, quantity and extent of ore or other material in the title area by drilling or other methods and the extraction and removal of samples in amounts reasonably necessary for the evaluation of the potential for mining in the area.

7.1.1. Reports Holders of Exploration Licences are required to submit an Annual Technical Report detailing all exploration and geoscientific operations within the title within 60 days of the anniversary of the date of grant of the title. Where an application for amalgamated reporting has been made and subsequently approved, the amalgamated annual report is due on the nominated reporting date An Expenditure Report covering the same period as the Annual Technical Report must be submitted by the titleholder within 30 days of the anniversary date of an Exploration Licence.

7.1.2. Annual Fees The prescribed amount for the Annual Rental Fee is set out in Schedule 1 of the Mineral Titles Regulation and is calculated per block of the Exploration Licence. The Annual Rental Fee is subject to change each financial year. Exploration Licences are also subject to an annual Administration Fee which is to be paid at the start of the second and each subsequent operational year. The annual Administration Fee for Exploration Licences from 1 July 2021 is $310 (GST exempt).

7.1.3. Expiry and Renewal The expiry dates for the Tenements are set out in Appendix 1 of this report. An Exploration Licence can be granted for a maximum period of six years and may be renewed for further periods not exceeding two years. If the holder of an Exploration Licence applies for the renewal of the title before the end of its term, the title continues in force until a determination is made.

7.1.4. Security Pursuant to Section 43 of the Mining Management Act 2001 (NT), an operator who carries out mining activities, including the exploration for minerals, must provide the Minister with a security bond. The lodgement of a mining management plan for Exploration Licences may trigger the requirement for a security deposit. The security is held to ensure that operators meet their environmental obligations and may be returned if successful rehabilitation can be demonstrated.

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8. NATIVE TITLE In NSW Exploration Licence applicants must comply with one of the following provisions in relation to Native Title prior to the grant of an Exploration Licence: a) Request a standard licence be granted with the condition that the holder will not prospect on any land or waters on which Native Title has not been extinguished under the Native Title Act 1993 (Cth) (“NTA”) without consent of the Minister administering the Mining Act; b) Provide evidence that Native Title has been extinguished under the NTA; c) Undertake the right to negotiate (“RTN”) or an alternate process prescribed under the NTA; or d) Apply for a low-impact licence pursuant to Part 2, Division 5 of the Mining Act. Applicants for Exploration Licences in the NT over Native Title affected land undergo the expedited procedure under the provisions of Section 29 of the NTA. Tenements originally granted before 23 December 1996 are often exempt from the requirement to go through Native Title processes such as the RTN process, pursuant to Section 26D of the NTA. This is provided that: a) The area of the tenement is not extended; b) Any renewal term of the tenement is not longer than the original term granted; and c) No rights are created in connection with the tenement which were not created in connection with the grant of the tenement.

Details of overlapping Native Title claims and determinations have been obtained from the National Native Title Tribunal’s Native Title Vision mapping software and geospatial search request.

8.1. EL 6321 EL 6321 is subject to the standard Native Title condition under the Conditions of Title requiring the licence holder to obtain written consent of the Minister prior to undertaking prospecting activities on any lands or waters within the exploration area that have not been extinguished under the NTA. EL 6321 is not recorded as being overlapped by any Native Title claims or determinations.

8.2. EL 9180 EL 9180 is subject to the standard Native Title condition under the Conditions of Title requiring the licence holder to obtain written consent of the Minister prior to undertaking prospecting activities on any lands or waters within the exploration area that have not been extinguished under the NTA. EL 9180 is located wholly within the within the Ngemba, Ngiyampaa, Wangaaypuwan and Wayilwan Native Title determination application (NC2012/001).

8.3. EL 9136 EL 9136 is subject to the standard Native Title condition under the Conditions of Title requiring the licence holder to obtain written consent of the Minister prior to undertaking prospecting activities on any lands or waters within the exploration area that have not been extinguished under the NTA.

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The northern portion of EL 9136 falls within the Ngemba, Ngiyampaa, Wangaaypuwan and Wayilwan Native Title determination application (NC2012/001).

8.4. EL 9190 EL 9190 is subject to the standard Native Title condition under the Conditions of Title requiring the licence holder to obtain written consent of the Minister prior to undertaking prospecting activities on any lands or waters within the exploration area that have not been extinguished under the NTA. The majority of the licence area of EL 9190 falls within the Barkandji Traditional Owners #8 (Part A) determination area in which Native Title has been extinguished. A small area of EL 9190 falls within an area of the Barkandji Traditional Owners #8 (Part A) determination area where Native Title exists and another portion of EL 9190 falls outside the Barkandji Traditional Owners #8 determination area.

8.5. EL 9194 EL 9194 is subject to the standard Native Title condition under the Conditions of Title requiring the licence holder to obtain written consent of the Minister prior to undertaking prospecting activities on any lands or waters within the exploration area that have not been extinguished under the NTA. EL 9194 falls wholly within the Barkandji Traditional Owners #8 (Part A) determination area which extinguishes Native Title in the licence area.

8.6. EL 23186 EL 23186 falls within the Stirling/Neutral Junction Pastoral Lease determination area where nonexclusive Native Title rights have been determined to exist. It is noted that Stirling/Neutral Junction Pastoral Lease came into effect on 7 April 2016, after EL 23186 was granted.

The Section 128 Minister’s Certificate for EL 23186 states that the licence underwent Native Title advertising in 2001. No claimants were identified.

9. ABORIGINAL CULTURAL HERITAGE 9.1. NSW An Aboriginal place is an area declared by the Minister administering the National Parks and Wildlife Act 1974 (NSW) (“NPW Act”) because the place is deemed to have special significance to Aboriginal culture. An Aboriginal object is any material evidence relating to Aboriginal habitation of an area. An Aboriginal place may or may not contain Aboriginal objects.

Aboriginal places and objects are registered on the Aboriginal Heritage Information Management System (“AHIMS”) maintained by the New South Wales Office of Environment and Heritage.

AHIMS notes that some areas of New South Wales have not been investigated in detail and consequently, there may be fewer records of sites and objects in such areas. Aboriginal objects and sites are protected under the NPW Act irrespective of whether they are recorded on AHIMS. Pursuant to Section 86(2) and (4) of the NPW Act, it is a strict liability offence to harm an Aboriginal object, or harm or desecrate an Aboriginal place. It is also an offence to harm or desecrate an Aboriginal object that the person knows is an Aboriginal object pursuant to Section 86(1) of the NPW Act. It may be necessary to apply for an Aboriginal Heritage Impact Permit if the activities contemplated in exercising rights under the Exploration Licences are likely to cause damage to Aboriginal objects or places. The prohibitions contained in Section 86(1), (2) and (4) of the NPW Act apply whether or not the Aboriginal place or Aboriginal object has been registered on the AHIMS.

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The below searches are current as of 12 July 2021.

9.1.1. EL 6321 Two (2) Aboriginal sites are recorded within EL 6321 by AHIMS. No Aboriginal places are recorded.

9.1.2. EL 9180 Two (2) Aboriginal sites are recorded within EL 9180 by AHIMS. No Aboriginal places are recorded.

9.1.3. EL 9136 No Aboriginal sites or places are recorded within EL 9136 by AHIMS. 9.1.4. EL 9190 Fifteen (15) Aboriginal sites are recorded within EL 9190 by AHIMS. No Aboriginal places are recorded.

9.1.5

EL 9194

Two (2) Aboriginal sites are recorded within EL 9194 by AHIMS. No Aboriginal places are recorded.

9.2. NT It is a strict liability offence under Section 111 of the Heritage Act 2011 (NT) (“Heritage Act”) to cause damage to a heritage place or object without a heritage agreement or relevant work approval or authorisation. An Aboriginal or Macassan archaeological place or object is also considered a heritage place or heritage object pursuant to Section 17 and Section 18 of the Heritage Act. Heritage places and heritage objects are places and objects that have been declared under Part 2.1 and Part 2.2 of the Heritage Act. The Northern Territory Heritage Register keeps a record of heritage places and objects in accordance with Section 139 of the Heritage Act. If a person knowingly discovers an Aboriginal or Macassan archaeological place or object, a written report must be given to the Heritage Act Chief Executive Officer (“CEO”) within seven (7) days of discovery in accordance with Section 114 of the Heritage Act. An application for approval to carry out work on a heritage place or object can be made to the CEO pursuant to Section 72 of the Heritage Act. The decision maker must consider several factors when deciding an application in accordance with Section 75 of the Heritage Act including but not exclusive to, the extent to which the approved application would affect the heritage significance of the heritage place or object.

9.2.1

EL 23186

No Aboriginal or Macassan archaeological places or objects are recorded within EL 23186.

10. THIRD PARTY OBLIGATIONS AND INTERESTS Kidman Barrow, and Crowl Creek have entered into an Asset Sale Deed to sell and transfer EL 23186 from Kidman Barrow to Eastern Metals and EL 6321 from Crowl Creek to Eastern Metals. Eastern Metals will be required to pay the holding company of Kidman Barrow and Crowl Creek, Australian Light Minerals Pty Ltd (ACN 143 526 096), a net smelter return royalty.

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Eastern Metals Limited

Solicitor’s Report on Tenements

We understand from a letter from the NT Department of Industry, Tourism and Trade to Kidman Barrow that the registration of the transfer of EL 23186 is subject to all conditions of the Asset Sale Deed for the Browns Reef and Barrow Creek Projects being met. On 12 August 2021, Wesfarmers Chemicals, Energy & Fertilisers on behalf of Kidman Barrow confirmed to the NT Department that all conditions had been met.

11. QUALIFICATIONS The content of this Report has been prepared and is provided subject to the following qualifications. a) Unless apparent from the Searches or the information provided to us, we have assumed compliance with the necessary requirements under the Mining Act, Mining Regulation, Mineral Titles Act or Mineral Titles Regulation. b) This Report does not cover any third-party interests that are not apparent in the Searches or the information provided to us. c) Commentary in relation to the third-party interests is based off the information provided in the Searches or documents provided by Eastern Metals, which is assumed to be accurate. d) We have not provided commentary with respect to rates issued outside the scope of the Mining Act, Mining Regulation, Mineral Titles Act or Mineral Titles Regulation such as rates imposed by local councils. e) We have not conducted any searches or offered any comment with respect to environmental approvals or restrictions, restricted or exempt areas, Crown land or overlapping tenure. f)

We do not provide any opinion as to whether any applications to renew the Tenements will be granted or the conditions and obligations imposed upon the renewal of the licences.

g) The information in Appendix 1 of this Report is accurate as at the date the relevant Searches were undertaken. This information is subject to change at any time. h) Whilst this Report has been prepared in accordance with the requirements of section 7.2 of the VALMIN Code (2015 Edition), upon instruction from the Company, we have not provided commentary on the title and location of any contiguous and geologically related Tenure that may have a material bearing on the value of the Tenements.

12. CONSENT This Report is given for the benefit of the Company and the directors of the Company and the due diligence committee created by the Company and is not to be 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.

Yours faithfully,

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Appendix 1 Status of Tenure

Solicitor’s Report on Tenements

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Live

Live

Live

Live

Live

EL 6321

EL 9180

EL 9136

EL 9190

EL 9194

Commodity

Group 1*

Group 1*

Group 1*

Group 1*

Group 1*

Holder/ Applicant

Eastern Metals Pty Ltd**

Eastern Metals Pty Ltd**

Eastern Metals Pty Ltd**

Eastern Metals Pty Ltd**

Eastern Metals Pty Ltd** 7 June 2021

7 June 2021

15 April 2021

21 May 2021

19 October 2004

Grant Date

7 June 2026

7 June 2023

15 April 2024

21 May 2024

19 October 2022

Expiry Date

54 Units (160.12 km²)

437 Units (1290.92 km²)

84 Units (241.20 km²)

122 Units (352.93 km²)

10 Units (28.69 km²)

Area

$10,000

$10,000

$10,000

$10,000

$10,000

Security

In accordance with approved Work Program

In accordance with approved Work Program

In accordance with approved Work Program

In accordance with approved Work Program

In accordance with approved Work Program

Annual expenditure commitment

$3,240

$26,220

$5,040

$7,320

$600

Annual Rental Fee

$100

$100

$100

$100

$100

Annual Administrative Levy

** NSW tenements are held in the name of Eastern Metals Pty Ltd (ACN 643 902 943), which has since been renamed Eastern Metals Limited (ACN 643 902 943),

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* Group 1 (Metallic minerals) comprise of the following; agate; antimony; apatite; arsenic; asbestos; barite; bauxite; bentonite (including fuller's earth); beryllium minerals; bismuth; borates; cadmium; caesium; calcite; chalcedony; chert; chlorite; chromite; clay/shale; coal; cobalt; copper; corundum; cryolite; diamond; diatomite; dimension stone; dolomite; emerald; emery; feldspathic materials; fluorite; galena; garnet; geothermal energy; germanium; gold; graphite; gypsum; halite (including solar salt); ilmenite; indium; iron minerals; jade; kaolin; lead; leucoxene; limestone; lithium; magnesite; magnesium salts; manganese; marble; marine aggregate; mercury; mica; mineral pigments; molybdenite; monazite; nephrite; nickel; niobium; oil shale; olivine; opal; ores of silicon; peat; perlite; phosphates; platinum group minerals; platinum; potassium minerals; potassium salts; pyrophyllite; quartz crystal; quartzite; rare earth minerals; reef quartz; rhodonite; rubidium; ruby; rutile; sapphire; scandium and its ores; selenium; serpentine; sillimanite-group minerals; silver; sodium salts; staurolite; strontium minerals; structural clay; sulphur; talc; tantalum; thorium; tin; topaz; tourmaline; tungsten and its ores; turquoise; uranium; vanadium; vermiculite; wollastonite; zeolites; zinc; zircon; zirconia.

Status

Tenement

Table 1: Overview of NSW tenements

The below tables have been prepared in accordance with Section 7.2 of the Australasian Code for the Public Reporting of Technical Assessments and Valuations of Mineral Assets (VALMIN Code) - 2015 Edition.

Eastern Metals Limited KEY INDIVIDUALS, INTERESTS AND BENEFITS

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Live

EL 23186

Commodity

N/A

Holder/ Applicant

Eastern Metals

* Fees from 1 July 2021. GST exempt.

Status

Tenement

Table 2: Overview of NT tenement

Eastern Metals Limited

15 July 2002

Grant Date 14 July 2022

Expiry Date Security

$13,890

Area 28 Blocks (89.28 km²) $60,000

Annual expenditure commitment $6,076*

Annual Rental Fee $310*

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Annual Administrative Fee

Solicitor’s Report on Tenements

Investigating Accountant's Report

9

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Section 9 RSM Corporate Australia Pty Ltd

18 August 2021 The Board of Directors Eastern Metals Limited Level 12, 225 George Street, Sydney, NSW, 2041

Level 13, 60 Castlereagh Street Sydney NSW 2000 T +61 (02) 8226 4500 F +61 (02) 8226 4501 rsm.com.au

Dear Directors,

INVESTIGATING ACCOUNTANT’S REPORT Independent Limited Assurance Report on the Eastern Metals Limited Historical and Pro Forma Financial Information We have been engaged by Eastern Metals Limited (“Eastern Metals” or “the Company”) to report on the historical financial information and pro forma historical financial information related to Eastern Metals for inclusion in a Prospectus dated on or about 18 August 2021.

The Prospectus relates to the Company’s proposed listing of ordinary shares on the Australian Securities Exchange (“ASX”) via an Initial Public Offering (“Offer”), to raise a minimum of $4.5 million and a maximum of $6 million.

Expressions and terms defined in the Prospectus have the same meaning in this report.

Scope Historical Financial Information You have requested RSM Corporate Australia Pty Ltd (“RSM”) to review the unaudited historical financial information of Eastern Metals included in Section 6 of the Prospectus, comprising: 

the unaudited historical statutory statement of profit and loss and other comprehensive income for the nine months ended 31 May 2021 (“YTD May-21”);



the unaudited historical statutory statement of cash flows for YTD May-21; and



the unaudited historical statutory statement of financial position as at 31 May 2021;

“the Historical Financial Information”.

Eastern Metals was incorporated on 2 September 2020 and converted to an unlisted public company on 23 April 2021. Consequently, the YTD May-21 financial information has been included to illustrate the underlying financial performance and operating history of Eastern Metals.

THE POWER OF BEING UNDERSTOOD AUDIT | TAX | CONSULTING RSM Corporate Australia Pty Ltd is beneficially owned by the Directors of RSM Australia Pty Ltd. RSM Australia Pty Ltd is a member of the RSM network and trades as RSM. RSM is the trading name used by the members of the RSM network. Each member of the RSM network is an independent accounting and consulting firm which practices. The RSM network is not itself a separate legal entity in any jurisdiction.

RSM Corporate Australia Pty Ltd ABN 82 050 508 024 Australian Financial Services Licence No. 255847 Liability limited by a scheme approved under professional standards legislation

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Investigating Accountant's Report

The Historical Financial Information of Eastern Metals has been prepared in accordance with the stated basis of preparation, being the recognition and measurement principles contained in International Financial Reporting Standards (“IFRS”) and Eastern Metals’ adopted accounting policies.

The Historical Financial Information is presented in the Prospectus in an abbreviated form, insofar as it does not include all the presentation and disclosures required by Australian Accounting Standards applicable to general purpose financial reports prepared in accordance with the Corporations Act 2001.

Pro Forma Historical Financial Information You have requested RSM to review the pro forma historical financial information of Eastern Metals included in Section 6 of the Prospectus and comprising: 

the unaudited pro forma historical statement of financial position of Eastern Metals as at 31 May 2021; and



the pro forma adjustments as described in Section 6 of the Prospectus.

collectively referred to as “the Pro Forma Historical Financial Information”.

The Pro Forma Historical Financial Information has been derived from the Historical Financial Information of Eastern Metals, adjusted for the transactions / adjustments summarised in Section 6 of the Prospectus. The stated basis of preparation is the recognition and measurement requirements of Australian Accounting Standards Board (“AASB”) and IFRS and Eastern Metals’ adopted accounting policies applied to the Historical Financial Information and the events or transactions to which the pro forma adjustments relate, as described in Section 6 of the Prospectus, 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 Eastern Metals’ actual or prospective financial position.

The Pro Forma Historical Financial Information is presented in the Prospectus in an abbreviated form, insofar as it does not include all the presentation and disclosures required by Australian Accounting Standards applicable to general purpose financial reports prepared in accordance with the Corporations Act 2001.

Directors’ responsibility The directors of Eastern Metals are responsible for: 

the preparation and presentation of the Historical Financial Information; and



the preparation and presentation of the 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 the Historical Financial Information and the Pro Forma Historical Financial Information that are free from material misstatement, whether due to fraud or error.

Our responsibility Our responsibility is to express a limited assurance conclusion on the Historical Financial Information and Pro Forma Historical Financial Information based on the procedures performed and the evidence we have obtained.

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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”.

We made such enquiries, primarily of persons responsible for financial and accounting matters, and performed such procedures as we, in our professional judgment, considered reasonable in the circumstances including: 

a consistency check of the application of the stated basis of preparation, to the Historical Financial Information and Pro Forma Historical Financial Information;



a review of Eastern Metals’ work papers, accounting records and other supporting documents;



enquiry of directors, management personnel and advisors; and



the performance of analytical procedures applied to the Historical Financial Information and Pro Forma Historical Financial Information.

A review 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 an audit. Accordingly, we do not express an audit opinion.

Our engagement did not involve updating or re-issuing any previously issued audit or review report on any financial information used as source of the financial information.

Conclusions Historical Financial Information Based on our review, which is not an audit, nothing has come to our attention that causes us to believe that the Historical Financial Information of Eastern Metals, as described in Section 6 of the Prospectus, and comprising: 

the unaudited historical statutory statement of profit and loss and other comprehensive income for YTD May-21;



the unaudited historical statutory statement of cash flows for YTD May-21; and



the unaudited historical statutory statement of financial position as at 31 May 2021;

is not presented fairly, in all material respects, in accordance with the stated basis of preparation, as described in Section 6 of the Prospectus.

Pro Forma Historical Financial Information Based on our review, which is not an audit, nothing has come to our attention that causes us to believe that the Pro Forma Historical Financial Information of Eastern Metals, as set out in Section 6 of the Prospectus, and comprising: 

the unaudited pro forma statement of financial position of Eastern Metals as at 31 May 2021; and



the pro forma adjustments as described in Section 6 of the Prospectus,

is not presented fairly in all material aspects, in accordance with the stated basis of preparation, as described in Section 6 of the Prospectus.

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Restriction on use Without modifying our conclusions, we draw attention to Section 6, 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.

Declaration of interest RSM Corporate Australia Pty Ltd does not have any interest in the outcome of this transaction other than the preparation of this report for which normal professional fees will be received.

Yours faithfully,

RSM CORPORATE AUSTRALIA PTY LTD Tim Goodman Director

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Directors, Management and Principal Consultants

10

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Section 10

Directors, Management and Principal Consultants 10.1

BOARD OF DIRECTORS

The Directors bring relevant experience and skills to the Board, including industry and business knowledge, technical strength, financial management and corporate governance experience.

(a) Robert H Duffin – Non-Executive Chairman Bob Duffin BSc (Hons), MSc (Hons), Grad Dip Mgt, FAusIMM is a company director with over 45 years’ experience in resource exploration, project assessment, mining investment analysis, and company management.

Bob commenced his career with the Geological Survey of New South Wales and has held senior positions in the exploration divisions of Peko-Wallsend Limited and MIM Holdings Limited, two of Australia’s largest mining companies at the time. He is a former managing director of an international resource exploration consulting and contracting firm, and general manager of a listed mining investment company. He has lived and worked in mining communities, including periods in Kalgoorlie in Western Australia and Mount Isa in Queensland, where he worked on exploration programs for many commodities, including copper, other base metals, gold, uranium and iron ore. He later worked as a mining analyst with three stockbroking firms and was head of research at one of Australia’s leading brokers in the 1980s.

Bob is a former Non-Executive Director of several listed companies, including Centennial Coal, Midwest Corporation, Ferrowest, Burmine, Austmin Gold, Mt Lyell, the UK resources investment company Europa Minerals Group, and Mancala, a mining contractor. Most recently he was Chairman of WPG Resources Limited.

(b) Wayne Rossiter – Managing Director and Chief Executive Officer Wayne Rossiter BE (Mining), CA, MAppFin, MAusIMM, GMAICD, is both a mining engineer and a chartered accountant. Wayne has held senior finance and management roles in resource and energy companies.

Wayne has knowledge and experience in transitioning companies from the exploration stage through to development and into production. His range of experience includes underground coal gasification, coal seam gas, coal, conventional oil and gas, precious metals, gold and iron ore with global experience covering Australia, Africa, China, Indonesia, the USA, the UK, the former Soviet Republic of Georgia and the Middle East.

Wayne was until recently an advisor at Novus Capital and is a former Chief Executive Officer of WPG Resources Limited.

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(c) Cathy Moises – Deputy Chair and Lead Independent Non-Executive Director Cathy Moises BSc (Hons), Dip SIA, is a geologist and mining investment analyst who has transitioned to corporate roles and a career more recently as an independent non-executive director of several listed companies. In her career as a mining analyst, she worked with McIntosh (now Merrill Lynch), County Securities (now Citigroup), Evans and Partners, and Patersons Securities, where she was head of research.

She then moved to the corporate sector where she became head of investor relations and business development at Perseus Mining. She is non-executive chair of Pacgold, an independent non-executive director of WA Kaolin, Arafura Resources, Australian Potash, Podium Minerals, and Pearl Gull. She is also an independent member of the investment committee at Argonaut Securities. Her key areas of industry experience include gold, base metals, mineral sands and the rare earths sector.

(d) Dr Jason Berton – Independent Non-Executive Director Jason Berton BEc BSc (Hons) PhD is a geologist and company director. He started his career as an exploration and mine geologist at the Plutonic gold mine in Western Australia then moved to BHP Billiton in South Australia, where he worked on the Olympic Dam mine expansion project. He has also worked with SRK, an international firm of consulting geologists, and spent two years in private equity assessing resource sector investment opportunities. He is a former managing director of Estrella Resources, and is a director of PolarX, where he played a major role in negotiating the acquisition of key tenements in North America. Jason’s honours thesis was focussed on the geology of the Lake Cargelligo area in New South Wales, close to the Company’s Browns Reef deposit, and his doctorate was in structural geology. He has strong entrepreneurial and corporate skills, as well as a very firm understanding of structural geology and its role in the formation of metalliferous orebodies.

10.2 MANAGEMENT The Company’s Management comprises the following persons:

(a) Wayne Rossiter – Managing Director and Chief Executive Officer Wayne’s CV is summarised in Section 10.1(b) above.

(b) Ian Morgan – Company Secretary and Chief Financial Officer Ian Morgan is a highly experienced company secretary and finance manager, with a strong track record in business, corporate advisory and company restructuring, complemented by broad experience in project management, and reporting to and dealing with regulators. He has a Bachelor of Business Studies, a Master of Commercial Law, is a Fellow of the Financial Services Institute of Australasia, an Associate of the Institute of Chartered Accountants in Australia and New Zealand, and an Associate of the Governance Institute of Australia. Ian is company secretary of the listed companies Godolphin Resources, Gowing Bros, King Island Scheelite, WT Financial Group, and Vango Mining. He is a director of the unlisted public company Oxley Resources.

10.3

PRINCIPAL CONSULTANTS

The Company’s Principal Consultants are the following persons:

(a) Gary Jones – Principal Consultant - Geology Gary Jones, BSc FAusIMM is a geologist with more than 50 years professional experience in mineral exploration and resource and reserve estimation for various type of mineral deposits including porphyry copper-gold, epithermal gold, base metals and iron ore. He is Managing Director of Geonz Associates Ltd, a leading New Zealand firm of consulting geologists, and has been an independent consultant to the mining industry for more than 30 years during which time he completed assignments in many parts of the world including Australia, Indonesia, North and South America, Canada, and New Zealand.

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Prior to setting up his own consultancy Gary worked as an exploration geologist for Peko-Wallsend Limited’s exploration arm, Geopeko for 15 years in various parts of Australia including 12 years in central western New South Wales where he established and managed a new exploration operation. During this period, he supervised numerous base and precious metal exploration projects throughout the Lachlan Fold Belt and parts of the New England region. Gary is credited with the discovery of the Goonumbla porphyry copper-gold deposits, which developed into the Northparkes mining operation. Following the initial discoveries at Goonumbla, Gary also had a major input into the application for a large block of exploration licences in the Lake Cowal region.

He planned and supervised the initial regional exploration programs that ultimately led to the discovery of the 4.4 million ounce Cowal porphyry gold deposit. Early in his career Gary worked on iron ore exploration and mining activities in the Northern Territory.

Gary is a founder director of Eastern Metals and one of the three Promoters. He resigned his directorship on 13 August 2021 but has entered into a letter agreement to act as Principal Consultant – Geology.

(b) Bob Richardson – Principal Consultant – Geophysics Bob Richardson BSc (Physics/Maths) BE (Civil) (Hons) MASEG has extensive experience in mineral exploration management, geophysics and exploration technology. His career includes 15 years with Peko-Wallsend Limited as a consultant (1966–71), Chief Geophysicist (1971–1980) and Exploration Manager (1980-81). During that period, Geopeko was exploring in all states of Australia for precious and base metals, uranium, diamonds, heavy minerals and rare earth metals.

Bob was a founding director of several junior mining companies including ASX listed companies Lachlan Resources and PlatSearch and was a founding director of four companies spun out of PlatSearch – Western Plains Resources, Eastern Iron, Silver City Minerals, and Thomson Resources. He was also a director and chairman of Crossland Strategic Minerals Limited.

Bob has been at the forefront of mineral exploration in many parts of Australia for most of his career and has provided essential input to many significant precious metal, base metal and uranium discoveries in Australia. He has been responsible for the development of several novel innovations and improvements in geophysical technology, many of which were Australian “firsts”. He currently provides geoscience advice to mineral explorers, specialising in the generation of exploration projects and interpretation of geophysical data, and in particular magnetic data for which he has developed leading-edge interpretation software.

10.4

DIRECTOR DISCLOSURES

No Director has been the subject of any disciplinary action, criminal conviction, personal bankruptcy or disqualification in Australia or elsewhere in the last 10 years.

Mr Duffin was a director of WPG Resources Limited (WPG) and its subsidiaries, and Mr Rossiter was an officer of WPG and a director of several of its subsidiaries, when voluntary administrators were appointed to WPG in July 2018. Other than that, no Director has been an officer of a company that has entered into any form of external administration during the time that such Director was an officer or within 12 months after they ceased to be an officer.

Mr Duffin was a director, and Mr Rossiter an officer, of WPG in 2011 when WPG sold its iron ore assets for $320 million and paid a distribution to its shareholders of $1.05 per share.

10.5

EXECUTIVE DIRECTOR AND MANAGEMENT REMUNERATION

(a) Wayne Rossiter – Managing Director and Chief Executive Officer The Company has entered into an agreement with Wayne Rossiter for the purposes of discharging his role as Managing Director and Chief Executive Officer. This arrangement is summarised in section 12.5. Under the agreement, Mr Rossiter is entitled to a remuneration of $231,000 per annum inclusive of statutory superannuation.

In addition, Mr Rossiter holds 4 million Existing Options. Terms and conditions of the Existing Options are set out in Section 13.3.

Mr Rossiter is entitled to participate in the Company’s Employees and Officers Share Option Plan (ESOP). A summary of the ESOP is included in section 10.10.

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(b) Ian H Morgan – Company Secretary and Chief Financial Officer The Company has entered into an agreement with Ian Morgan (through his consulting company IHM Corporate Services Pty Ltd) for the purposes of discharging his role as Company Secretary and Chief Financial Officer. This arrangement is summarised in section 12.5.

Under the arrangement Ian Morgan is entitled to remuneration of $6,200 per month for a minimum of three days per month, with additional fees of $260 per hour worked. In addition, the Company will reimburse him for reasonable expenses including travel and accommodation incurred in the provision of the services.

In addition, Ian Morgan holds 250,000 Existing Options. Terms and conditions of the Existing Options are set out in Section 13.3.

Ian Morgan is entitled to participate in the Company’s ESOP. A summary of the ESOP is included in section 10.10.

10.6

NON-EXECUTIVE DIRECTOR REMUNERATION

(a) Mr Robert H Duffin – Non-Independent Non-Executive Director (Chairman) Mr Duffin, through his consultancy company Resource Equity Consultants Pty Ltd ACN 003 435 523 has executed a letter of engagement with the Company dated 28 July 2021 confirming his appointment as Non-Executive Chairman of the Company.

The letter of engagement is in standard form and details the nature of Mr Duffin’s appointment, his duties and his remuneration.

Mr Duffin is entitled to receive an annual fee of $65,000 paid monthly. This fee covers all duties Mr Duffin may reasonably be required to perform. No additional fees are payable for sitting on board committees. Mr Duffin is also entitled to be reimbursed expenses properly and reasonably incurred in performing duties as Director.

In addition, Mr Duffin holds 1 million Existing Options. Terms and conditions of the Existing Options are set out in Section 13.3.

Mr Duffin is entitled to participate in the Company’s ESOP. A summary of the ESOP is included in section 10.10.

(b) Ms Cathy Moises – Deputy Chair and Lead Independent Non-Executive Director Ms Moises’ appointment as Lead Independent Non-Executive Director was confirmed by a letter of appointment from the Company on 23 July 2021. The letter of appointment is in standard form and details the nature of Ms Moises’s, her duties and her remuneration.

Ms Moises is entitled to receive an annual fee of $50,000. This fee covers all duties Ms Moises may reasonably be required to perform. No additional fee is payable for sitting on board committees. Ms Moises is also entitled to be reimbursed for expenses properly and reasonably incurred in performing duties as Director.

In addition, Ms Moises holds 1 million Existing Options. Terms and conditions of the Existing Options are set out in Section 13.3.

Ms Moises is entitled to participate in the Company’s ESOP. A summary of the ESOP is included in section 10.10.

(c) Dr Jason Berton – Independent Non-Executive Director A letter of appointment from the Company to Dr Jason Berton’s employer Orogen Investments Pty Limited (ABN 45 209 628) dated 23 July 2021 confirmed Dr Berton’s appointment as an Independent Non-Executive Director of the Company. The letter of appointment is in standard form and details the nature of Dr Berton’s appointment, his duties and his remuneration.

Dr Berton is entitled to receive a total annual fee of A$45,000. This fee covers all duties Dr Berton may reasonably be required to perform. No extra fee is payable for sitting on board committees. Dr Berton is also entitled to be reimbursed for expenses properly and reasonably incurred in performing duties as Director.

In addition, Dr Berton holds 1 million Existing Options. Terms and conditions of the Existing Options are set out in Section 13.3.

Dr Berton is entitled to participate in the Company’s ESOP. A summary of the ESOP is included in section 10.10.

10.7

DIRECTORS’ FEES

The Constitution of the Company provides that the Non-Executive Directors are entitled to remuneration as determined by the Company in a general meeting to be apportioned among them in such manner as the Directors agree and, in default of agreement, equally. The Company has set the aggregate maximum remuneration for Non-Executive Directors at $250,000 per annum. Additionally, Non-Executive Directors will be entitled to be reimbursed for properly incurred expenses. No additional fees will be paid for sitting on board committees.

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10.8

DISCLOSURE OF INTERESTS

The proposed annual remuneration of each Director for the financial year following the Company being listed on the ASX, along with each Director’s relevant interest in securities of the Company at the date of this Prospectus, are set out in the tables below.

The annual remuneration for each Director is as follows: DIRECTOR

REMUNERATION1

DESCRIPTION OF SERVICES

Robert Duffin2

$65,000 per annum

Chairman

Wayne Rossiter

$231,000 per annum

Managing Director and Chief Executive Officer

Cathy Moises

$50,000 per annum

Deputy Chair and Lead Independent Non-Executive Director

Dr Jason Berton3

$45,000 per annum

Independent Non-Executive Director

Total

$391,000

Notes: 1.

Amounts shown in this table are inclusive of superannuation payments, where applicable.

2.

Mr Duffin is employed by Resource Equity Consultants Pty Ltd ABN 43 003 435 523. See Section 12.6.

3.

Dr Berton’s director’s fees are payable to Orogen Investments Pty Limited, ABN 45 209 628 248.

The number of Shares and Existing Options held by each Director is as follows. Note that this table has been prepared on the assumption that no Director acquires shares or options pursuant to the Offer.

SHARES

HOLDING BASED ON MINIMUM SUBSCRIPTION (%)

HOLDING BASED ON MAXIMUM SUBSCRIPTION (%)

EXISTING OPTIONS

Robert Duffin

14,166,667

30.1

26.0

1,000,000

Wayne Rossiter

2,500,000

5.3

4.6

4,000,000

Cathy Moises

–

–

–

1,000,000

Jason Berton

–

–

–

1,000,000

DIRECTOR

Notes: 1.

Held directly and by Irrawaddy Investments Pty Ltd and REC Investment Management Pty Ltd, entities controlled by Mr Duffin.

2.

Held directly and by Aquiline Nominees Pty Ltd, an entity controlled by Mr Rossiter.

10.9 DEEDS OF ACCESS, INDEMNITY AND INSURANCE FOR DIRECTORS AND OFFICER The Company has entered into a deed of access, indemnity and insurance with each Director and Officer (Deeds). The Deeds provide indemnity, including the advance of reasonable expenses incurred in legal proceedings to which the Director or Officer was, or is threatened to be made, a party by reason of the fact that such Director or Officer is or was a Director, officer, employee or agent of the Company, provided that such Director or Officer acted in good faith and in a manner that the Director or Officer reasonably believed to be in, or not opposed to, the Company’s best interests. The deed of access, indemnity and insurance also contains the Director’s rights to Board papers.

There is no pending litigation or proceeding involving a Director or officer for which indemnification is sought, nor is the Company aware of any threatened litigation that may result in claims for indemnification.

The Company has also taken out insurance policies that indemnify its Directors and officers against various liabilities that might be incurred by any Director or Officer in his or her capacity as such.

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10.10 EMPLOYEES AND OFFICERS SHARE OPTION PLAN The Company has established an employees and officers share option plan (ESOP) to assist in the motivation, retention and reward of directors, senior executives and other employees and consultants that may be invited to participate in the ESOP from time to time. The ESOP was approved by Shareholders on 31 May 2021. The ESOP is designed to align the interests of directors, senior executives and other employees and consultants with the interests of Shareholders by providing an opportunity for them to receive or increase an equity interest in the Company.

The ESOP provides for the Company to grant options as incentives, subject to the terms of individual offers and the satisfaction of performance and vesting conditions determined by the Board from time to time.

A summary of the key terms of the ESOP is as follows: (a) The ESOP is to extend to Eligible Persons or Permitted Nominees (as defined in the ESOP) of the Company or an associated body corporate of the Company as the Board may in its discretion determine.

The Company shall not offer or issue Options to any Eligible Person in accordance with the plan if the total number of shares the subject of Options, when aggregated with: (i)

the number of shares in the same class which would be issued were each outstanding offer or invitation or option to acquire unissued shares in the Company, being an offer or invitation made or option acquired pursuant to the Plan or any other employee or officer share scheme extended only to employees or officers of Group Companies, to be accepted or exercised (as the case may be); and

(ii) the number of shares in the same class issued during the previous five years pursuant to the Plan or any other employee or officer share scheme extended only to employees or officers of Group Companies),(disregarding any offer or invitation made, or option acquired or share issued following the making of an offer or invitation, to a person situated at the time of receipt of the offer or invitation outside Australia or any offer or invitation which, pursuant to Chapter 6D of the Corporations Act 2001, does not need disclosure to investors), would exceed 5% of the total number of issued shares in that class of the Company as at the time of the proposed offer or issue. (b) The options are to be issued for nominal consideration. (c) The exercise price of an option is to be determined by the Board at its sole discretion. (d) The option commencement date will be any such date or dates with respect to the options or tranches of Options (as the case may be) as may be determined by the Board prior to the issue of the relevant options. (e) The option period commences on the option commencement date and ends on the earlier of: (i)

the expiry of such period nominated by the Board at its sole discretion at the time of the grant of the option but being not less than two years;

(ii) if an Eligible Person’s employment or engagement with the Company or an associated body corporate ceases because of reasons other than retirement, redundancy, permanent disablement or death, the earlier of: (A) the expiry of the option period; or (B) one month from the date on which the Eligible Person ceased that employment or engagement. (f) Eligibility to participate is determined by the Board. Eligibility is restricted to Eligible Persons (or their Permitted Nominee where applicable) of the Company or an associated body corporate of the Company. The Board is entitled to determine: (i)

subject to paragraph (ii) below the total number of Options to be offered in any one year to Eligible Persons or Permitted Nominee;

(ii) the Eligible Persons to whom offers will be made; and (iii) the terms and conditions of any options granted, subject to the ESOP. (g) In respect of options, option holders do not participate in dividends or in bonus issues unless the options are exercised. (h) Option holders do not have any right to participate in new issues of securities in the Company made to shareholders generally. If the Company is listed on ASX, the Company will, where required pursuant to the ASX Listing Rules, provide option holders with notice prior to the books record date (to determine entitlements to any new issue of securities made to shareholders generally) to exercise the options, in accordance with the requirements of the ASX Listing Rules. (i)

In the event of a pro rata issue (except a bonus issue) made by the Company during the term of the options the Company may adjust the exercise price for the Options in accordance with the formula in the terms of the ESOP.

(j) The Board has the right to vary the entitlements of participants to take account of the effect of capital reorganisations, bonus issues or rights issues.

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(k) The Board may vary the ESOP. (l)

The ESOP is separate to and does not in any way form part of, vary or otherwise affect the rights and obligations of an Eligible Person under the terms of his or her employment or arrangement.

No options have been issued under the ESOP as at the date of this Prospectus.

10.11 RELATED PARTY TRANSACTIONS Chapter 2E of the Corporations Act deals with related party transactions with respect to public companies. Related parties include directors and entities controlled by directors. Chapter 2E is designed to protect the interests of a company’s members/ shareholders as a whole, by requiring member/shareholder approval before giving financial benefits which could otherwise endanger those interests.

Section 208 requires, for a public company, that: (a) member/shareholder approval must be obtained before giving a financial benefit to a director or related party; or (b) the benefit must fall within an exception set out in Sections 210 ~ 216.

Most relevantly, the exception in Section 210 provides that: (a) where any benefit would be reasonable in the circumstances if the public company and the director/related party were dealing at arm’s length and/or on commercial terms; or (b) the terms are less favourable to the director/related party than the terms referred to in the previous paragraph; then member/shareholder approval is not required.

Other exceptions include reasonable remuneration payments to directors, director insurance, and small amounts given to directors/related parties.

Section 213 deals with ‘small amounts’. Member/shareholder approval is not required for a financial benefit to a director/related party if the total amount(s)/value(s) in a financial year does not (for each director/related party) exceed, in aggregate, $5,000 as prescribed by Regulation.

Transactions with related parties that may be captured under Chapter 2E of the Corporations Act, (ie, those entered into after to 23 April 2021, being the date on which the Company converted to a public company), are set out below: (a) The Company executed a Service Agreement with Wayne Rossiter on 1 July 2021. Details of this agreement are summarised in Section 12.5. Directors believe this agreement provides a reasonable remuneration package for Mr Rossiter and therefore does not require shareholder approval. (b) The Company signed letters of appointment with its Non-Executive Directors, Robert Duffin (on 28 July 2021), Cathy Moises and Jason Berton (on 23 July 2021). Details of these appointments are summarised in Section 12.6. Directors believe these agreements provide a reasonable remuneration package for each Director and therefore do not require shareholder approval. (c) Following shareholder approval, the Company adopted the ESOP on 31 May 2021. No Shares or Options have yet been issued pursuant to the ESOP. (d) The Company entered deeds of indemnity, insurance and access with each of the Directors and the Officer. These deeds are summarised under Section 10.9 above

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11

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Section 11

Corporate Governance 11.1

INCORPORATION OF CORPORATE GOVERNANCE MATERIAL

The Company’s main corporate governance policies and practices as at the date of this Prospectus are outlined in this section below. The Company’s policies and charters can be reviewed on the Company Website.

11.2 GENERAL To the extent applicable, commensurate with the Company’s size and nature, the Company has adopted The Corporate Governance Principles and Recommendations (4th Edition, February 2019) as published by ASX Corporate Governance Council (Recommendations). The Directors will seek, where appropriate, to provide accountability levels that meet or exceed the Recommendations, which are not prescriptions, but guidelines.

The Company’s main corporate governance policies and practices are outlined below.

11.3

BOARD OF DIRECTORS

The Board oversees the Company’s business and is responsible for the overall corporate governance of the Company. It monitors the operational, financial position and performance of the Company and oversees its business strategy, including approving the strategy and performance objectives of the Company.

The Board is committed to maximising performance and generating value and financial returns for Shareholders. To further these objectives, the Board has created a framework for managing the Company, including the adoption of relevant internal controls, risk management processes and corporate governance policies and practices which the Board believes are appropriate for the business and which are designed to promote the responsible management and conduct of the Company.

11.4

COMPOSITION OF THE BOARD

The Board is currently comprised of three Non-Executive Directors and one Executive Director. Biographies of the Directors are provided in section 10.

As the Company’s activities increase in size, nature and scope, the size of the Board and the required skill sets will be reviewed periodically, and the optimum number of Directors and their skills required to adequately govern the Company’s activities determined within the limitations imposed by the Constitution will also be regularly reviewed.

In assessing the effectiveness of the Board, the Company has regard to Principle 2 of the Recommendations. The Board currently is comprised of individuals with experience across the fields of mineral exploration, geology, corporate governance, capital raisings, mergers and acquisitions, listed companies and accounting.

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The Corporate Governance Charter sets out matters that the Board will consider when determining the independence of Directors of the Company. There is one executive director and three non-executive directors. Two of the non-executive directors are independent.

There is currently one female board member.

Each Director has confirmed to the Company that he or she anticipates being available to perform his or her duties as a NonExecutive Director or Executive Director, as applicable, without constraint from other commitments.

11.5

NOMINATIONS COMMITTEE

The Board has not formally established a nominations committee as the Directors consider that the Company is not of a size nor are its affairs of such complexity as to justify the formation of a separate nominations committee. The Board considers that it is able to deal efficiently and effectively with Board composition and succession planning without establishing a separate nominations committee and in doing so, the Board will be guided by the Board Charter, which can be accessed on the Company Website. The Company will review this position annually and determine whether a nominations committee needs to be established.

11.6

REMUNERATION COMMITTEE

The Board has not formally established a remuneration committee as the Directors consider that the Company is not of a size nor are its affairs of such complexity as to justify the formation of a remuneration committee. The Board considers that it is able to deal efficiently and effectively with monitoring and reviewing any matters of significance affecting the remuneration of the Board and employees of the Company without establishing a separate remuneration committee and in doing so, the Board will be guided by the Board Charter, which can be accessed on the Company Website. The Company will review this position annually and determine whether a remuneration committee needs to be established.

11.7

IDENTIFICATION AND MANAGEMENT OF RISK

The Company has established an Audit and Risk Committee and a separate Risk Management Policy to assist the Board in discharging its responsibility to exercise due care, diligence and skill in relation to the Company.

The Audit and Risk Committee is responsible for overseeing the integrity of the financial reporting process, reviewing risk management procedures, reviewing and making recommendations to the Board in relation to the adequacy of the Company’s processes for managing risks and developing an appropriate risk management policy framework to provide guidance to the Company’s Management.

Allowing for the present size of the Company and the Board, Non-Executive Directors will comprise the Audit and Risk Committee. The Executive Director will be invited to attend Audit and Risk Committee meetings, or parts thereof, as appropriate.

The Audit and Risk Committee is chaired by Ms Cathy Moises, an Independent Director, who is not the Chairman of the Board.

11.8

ETHICAL STANDARDS

The Company is committed to the establishment and maintenance of appropriate ethical standards. Accordingly, the Company has adopted a Code of Conduct and Ethics. The Code of Conduct and Ethics establishes the principles and responsibilities to which the Company is committed with respect to both its internal dealings with employees and consultants, and external dealings with Shareholders and the community at large.

The Code of Conduct and Ethics sets out the standard which the Board, Management and employees of the Company are encouraged to comply with when dealing with each other, Shareholders and the broader community.

11.9

ENVIRONMENTAL POLICY

The Board is committed to ensuring that all its operations and activities are conducted in a manner that minimises impacts on the environment. It recognises that the Company’s operations will have an environmental impact and has adopted an approach of proactively managing activities and adopting techniques which minimise environmental harm. The Board also recognises the rights of others in the environment.

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Recognising these issues, the Board has adopted an Environmental Policy that demonstrates the Company’s commitment to responsible environmental management. The Board accepts that, in addition to statutory approvals, the Company requires a ‘social licence to operate’. This ‘licence’ can only be achieved through demonstrating commitment and leadership and being an upstanding corporate citizen.

11.10 FRAUD POLICY The Board is committed to preventing fraud and corruption from occurring and to ensuring that the Company has an anti‐fraud culture. Accordingly, it has adopted a Fraud Policy that recognises fraud can occur in many forms and outlines ways it can be identified and what to do if fraud is suspected or proven.

11.11 HARASSMENT AND BULLYING POLICY The Board believes harassment and bullying are inappropriate aspects of workplace behaviour culture and should not be tolerated. Harassment and bullying include any behaviour that intimidates, offends, degrades, insults or humiliates a worker, possibly in front of co-workers, clients or customers and which includes physical or psychological behaviour.

The Board has established an Harassment and Bullying Policy that endeavours to ensure that none of the Company’s workers engage in unwelcome or uninvited conduct that targets a person because of a personal characteristic, or focuses on a personal characteristic such as race, gender, disability, sexuality or age and which causes another to feel offended, embarrassed, humiliated or intimidated.

11.12 DISCLOSURE AND COMMUNICATIONS POLICY The Board is committed to complying with its disclosure obligations under the Listing Rules of the ASX and the Corporations Act and maintaining public confidence through timely disclosure of information which affects investment decisions.

The Board’s Disclosure and Communications Policy is designed to ensure that the Company complies with its disclosure obligations in the way in which information is disclosed to third parties.

11.13 DIVERSITY POLICY The Company recognises the benefits arising from employee and Board diversity, including a broader pool of high-quality employees, improving employee retention and motivation, accessing different perspectives and ideas and benefiting from all available talent.

Consequently, the Company has established a Diversity Policy which provides a framework for the Company to achieve a diverse and skilled workforce, a workplace culture characterised by inclusive practices and behaviours for the benefit of all and awareness in all staff of their rights and responsibilities with regards to fairness, equity and respect for all aspects of diversity.

11.14 SHARE TRADING POLICY The Company has adopted a Share Trading and Trading Windows Policy (Trading Policy) which is intended to ensure that persons who are discharging managerial responsibilities including but not limited to Directors, do not abuse, and do not place themselves under suspicion of abusing, inside information that they have or may be thought to have, especially in periods leading up to an announcement by the Company.

Under the terms of the Trading Policy, Directors, officers, employees and key contractors/consultants must not deal in securities of the Company unless a clearance to deal is obtained in accordance with the Trading Policy or the dealing is an Excluded Dealing (as identified in the Trading Policy). Further, these key management personnel must not deal in securities of the Company if such a dealing would involve use of inside information or short-term selling.

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11.15 WHISTLEBLOWER POLICY The Board recognises that in many cases a source of information about whether a company is living up to its values are its employees. The Board has therefore established a Whistleblower Policy that is designed to encourage employees to speak up about any unlawful, unethical or irresponsible behaviour within the organisation.

The Whistleblower Policy sets out the types of concerns that may be reported under the policy and how and to whom reports may be made or concerns raised. It also explains how the confidentiality of the whistleblower’s identity is safeguarded and that the whistleblower is protected from retaliation or victimisation. The Whistleblower Policy applies to Directors, all employees whether full time or part time, and contractors.

11.16 PRIVACY POLICY The Company collects certain personal information and data relating to shareholders and other persons who visit our website.

Information and data collected may include a person’s name, email address, mailing address, phone number or website details.

The purpose of collecting this information and data is to assist the Company to provide an optimal experience to those persons.

The Company implements a variety of security measures to maintain the safety of personal information collected. The Company does not provide personally identifiable information to outside parties except to trusted third parties who assist the Company in operating its website, conduct its business, or to better serve enquirers, so long as those parties agree to keep this information confidential.

11.17 ASX CORPORATE GOVERNANCE – COMPLIANCE WITH RECOMMENDATIONS The table below summarises how the Company complies with the Recommendations, and, in the case of non-compliance, why not. The Board is of the view that with the exception of the departures from the Recommendations noted below it otherwise complies with all of the Recommendations.

PRINCIPLE NUMBER

BEST PRACTICE RECOMMENDATION

COMPLIANCE (YES/NO)

EXPLANATION

1. Lay solid foundations for management and oversight 1.1

A listed entity should have and disclose a board charter setting out: (a) the respective roles and responsibilities of its board and management; and (b) those matters expressly reserved to the board and those delegated to management.

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Yes

The Company’s Board Charter sets out (amongst other things): (a) the roles and responsibilities of the board and of Management; and (b) the matters expressly reserved to the Board and those delegated to Management.

A copy of the Board Charter is available on the Company Website.

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PRINCIPLE NUMBER

BEST PRACTICE RECOMMENDATION

1.2

A listed entity should:

COMPLIANCE (YES/NO) Yes

(a) undertake appropriate checks before appointing a director or senior executive or putting someone forward for election as a director; and (b) provide security holders with all material information in its possession relevant to a decision on whether or not to elect or reelect a director.

EXPLANATION Prior to the appointment of a person as a Director, or putting forward to Shareholders a candidate for election as a Director, the Company undertakes checks which it believes are appropriate to verify a Director’s character, experience, education, criminal record and bankruptcy history (including for new Directors).

The Company will ensure that all material information in its possession relevant to a Shareholder’s decision whether to elect or re-elect a Director, including the information referred to in Recommendation 1.2, is provided to shareholders in any Notice of Annual or General Meeting or meeting of members.

1.3

A listed entity should have a written agreement with each director and senior executive setting out the terms of their appointment.

Yes

Each Director and senior executive of the Company has an agreement in writing with the Company which sets out the key terms and conditions of their appointment including their duties, rights and responsibilities and other matters relevant to their appointment.

1.4

The company secretary of a listed entity should be accountable directly to the board, through the chair, on all matters to do with the proper functioning of the board.

Yes

The responsibilities of the Company Secretary are set out in the Board Charter. The Company Secretary has a direct line of reporting to the Chairperson and is responsible for: (a) advising and supporting the Chairperson and the Board and its committees to manage the day-to-day governance framework of the Company; (b) assisting with Board effectiveness by monitoring whether applicable Board and committee policies, procedures and charters are followed and coordinating timely completion and dispatch of Board agendas and papers; and (c) assisting with all matters to do with the proper functioning of the Board including advising on governance matters and assisting with induction and professional development of Directors.

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PRINCIPLE NUMBER

BEST PRACTICE RECOMMENDATION

1.5

A listed entity should: (a) have and disclose a diversity policy; (b) through its board or a committee of the board set measurable objectives for achieving gender diversity in the composition of its Board, senior executives and workforce generally; and (c) disclose in relation to each reporting period: (1) the measurable objectives set for that period to achieve gender diversity; (2) the entity’s progress towards achieving those objectives; and (3) either: (A) the respective proportions of men and women on the board, in senior executive positions and across the whole workforce (including how the entity has defined “senior executive” for these purposes); or (B) if the entity is a “relevant employer” under the Workplace Gender Equality Act 2012 (Cth), the Company’s most recent “Gender Equality Indicators”, as defined in and published under that Act

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COMPLIANCE (YES/NO) Yes

EXPLANATION The Company seeks to treat everyone with fairness and respect which includes valuing diversity and difference and acting without prejudice. The Company believes that decisionmaking is enhanced through diversity and supports and encourages diversity at all levels of the organisation in accordance with the Company’s Diversity Policy.

A copy of the Diversity Policy is available on the Company Website.

The Board assesses any measurable objectives for achieving gender diversity and annually reviews any such objectives and the Company’s progress towards achieving them.

The Board reports at least annually on the relative proportion of women and men appointed or employed within the Company group. A Senior Executive is defined as an executive that reports directly to the Chief Executive Officer or Board.

The Diversity Policy outlines requirements for the Board to develop measurable objectives for achieving diversity, and annually assess both the objectives and the progress in achieving those objectives. Accordingly, the Board is developing objectives regarding gender diversity and aims to achieve these objectives over the next five years as Director and senior executive positions become vacant and appropriately qualified candidates become available.

Disclosure of measurable objectives, progress and respective proportions will be disclosed in the Annual Report.

www.easternmetals.com.au

PRINCIPLE NUMBER

BEST PRACTICE RECOMMENDATION

1.6

A listed entity should: (a) have and disclose a process for periodically evaluating the performance of the board, its committees and individual directors; and (b) disclose for each reporting period whether a performance evaluation has been undertaken in accordance with that process during or in respect of that period.

COMPLIANCE (YES/NO) No

EXPLANATION The Company’s Board Charter details the Company’s commitment, responsibility and process to evaluating the performance of the Board, individual Directors, the Chairperson and Committees of the Board. The Board Charter is available on the Company Website.

The Board is responsible for the evaluation of its performance and the performance of individual Directors. This evaluation shall involve evaluating the performance of each Director against appropriate measures (including if warranted by considering the use of external advisers to conduct this performance review). The Board is also responsible for evaluating the performance of the Non-Executive Directors, including the Chairperson, against the requirements of the Board Charter. The Board must also set out its future goals and objectives, and review and recommend any changes to the Board Charter deemed necessary or appropriate. The performance evaluation shall be conducted in such manner as the Board of Eastern Metals deems appropriate.

The review of the Board’s performance also addresses the ability for Directors to access continuing education to update and enhance their skills and knowledge as they relate to the Company’s strategy and objectives.

Since the incorporation of the Company in September 2020, the Company has not undertaken an evaluation of the performance of the Board, individual Directors or Committees of the Board.

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PRINCIPLE NUMBER

BEST PRACTICE RECOMMENDATION

1.7

A listed entity should: (a) have and disclose a process for evaluating the performance of its senior executives at least once every reporting period; and (b) disclose for each reporting period whether a performance evaluation has been undertaken in accordance with that process during or in respect of that period.

COMPLIANCE (YES/NO) No

EXPLANATION The Chief Executive Officer intends to review the performance of the senior executives on an informal basis as appropriate. These evaluations take into account criteria such as the achievement and performance towards the Company’s objectives and (where appropriate) performance benchmarks and the achievement of individual performance objectives. However, the Board also recognises the need for flexibility in defining performance objectives which must reflect the current status of the company and the development of its projects.

The Board did not conduct a performance evaluation of senior executives during the last 12 months and has not adopted a performance evaluation policy.

The Company believes that the small size of the executive team and the current scale of the Company’s activities make the establishment of a formal performance evaluation procedure unnecessary.

Performance evaluation is a discretionary matter for consideration by the entire Board. In the normal course of events the Board reviews performance of the Management, Directors and the Board as a whole. Achievement of goals and business development and compliance issues are evaluated regularly on an informal basis.

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PRINCIPLE NUMBER

BEST PRACTICE RECOMMENDATION

COMPLIANCE (YES/NO)

EXPLANATION

2. Structure the board to be effective and add value 2.1

The board of a listed entity should:

Yes

(a) have a nomination committee which: (1) has at least three members, a majority of whom are independent directors; and

The Board has not formally established a nomination committee as the Directors consider that the Company is not of a size nor are its affairs of such complexity to justify the formation of a nominations committee.

The Board considers that it is able to deal efficiently and effectively with nomination and succession issues.

(2) is chaired by an independent director;

The Company will review this position annually and determine if a nomination committee needs to be established.

and disclose: (3) the charter of the committee; (4) the members of the committee; and (5) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or if it does not have a nomination committee, disclose that fact and the processes it employs to address Board succession issues and to ensure that the Board has the appropriate balance of skills, knowledge, experience, independence and diversity to enable it to discharge its duties and responsibilities effectively.

2.2

A listed entity should have and disclose a board skills matrix setting out the mix of skills that the board currently has or is looking to achieve in its membership.

No

The Board regularly evaluates the mix of skills, experience and diversity at Board level. The Board believes that a highly credentialed Board, with a diversity of background, skills and perspectives, will be effective in supporting and enabling delivery of good governance for the Company and value for the Company’s shareholders.

At the date of this Prospectus, the Board comprises four Directors from diverse backgrounds with a range of business experience, skills and attributes. Biographical information on each Director is contained in the Prospectus and on the Company Website. These details, plus a record of attendance at meetings, will be included in the Directors’ Report within the annual report in the future. No specific skills matrix is currently prepared and disclosed as the Company does not believe its current size and scale warrants that level of detail.

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PRINCIPLE NUMBER

BEST PRACTICE RECOMMENDATION

2.3

A listed entity should disclose:

COMPLIANCE (YES/NO) Yes

(a) the names of the directors considered by the board to be independent directors;

EXPLANATION The Board comprises the following Directors: Mr Robert H Duffin (Non-Executive Chairperson) – appointed as Chairman on 2 September 2020, which appointment was further ratified on 9 July 2021.

(b) if a director has an interest, position or relationship that might cause doubts about the independence of a director but the board is of the opinion that it does not compromise the independence of the director, the nature of the interest, position or relationship in question and an explanation of why the Board is of that opinion; and

Mr Duffin is not considered an independent Director because he is a Promoter and Substantial Shareholder of the Company.

Ms Cathy Moises (Deputy Chair and Lead Independent Non-Executive Director) – appointed as Non-Executive Director on 25 July 2021.

Dr Jason Berton (independent Non- Executive Director) – appointed as Non-Executive Director on 23 July 2021.

(c) the length of service of each director.

Mr Wayne Rossiter – appointed as Managing Director and Chief Operating Officer on 2 September 2020, and further ratified on 9 July 2021 Wayne Rossiter is not considered an independent Director due to his status as Managing Director.

2.4

A majority of the board of a listed entity should be independent directors.

No

The Company does not have of a majority of independent Directors although Ms Moises and Dr Berton are considered independent. Therefore, one half of the Board is considered independent.

The Board will consider appointing further independent Directors in the future, when the Company is of sufficient size and having regard to the scale and nature of its activities. In the meantime, the Company believes that given the size and scale of its operations, non- compliance by the Company with this recommendation will not be detrimental to the Company or its Shareholders.

Ms Cathy Moises is Deputy Chair and Lead Independent Director. In this role she will deputise for the Chair from time to time as well as when the Chair recuses himself due to a conflict of interest.

As the business develops, changes to the Board may be warranted and the Board will consider the need to appoint new independent Directors.

2.5

The chair of the board of a listed entity should be an independent director and, in particular, should not be the same person as the CEO of the entity.

Partially

The Chairman of the Board is not an independent Director as he has within the last 3 years been a Promoter and a substantial shareholder of Eastern Metals.

The Chairman is not the current CEO or previous CEO of the Company.

The Company has appointed Cathy Moises as Deputy Chair. Ms Moises is an independent director.

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PRINCIPLE NUMBER 2.6

BEST PRACTICE RECOMMENDATION A listed entity should have a program for inducting new directors and for periodically reviewing whether there is a need for existing directors to undertake professional development to maintain the skills and knowledge needed to perform their role as directors effectively.

COMPLIANCE (YES/NO) Yes

EXPLANATION All new Directors are offered induction training, tailored to their existing skills, knowledge and experience, to position them to discharge their responsibilities, including gaining an understanding of the Company’s structure, business operations, culture and key risks.

The Board will periodically review whether there is a need for existing Directors to undertake professional development to develop and maintain the skills and knowledge needed to perform their roles as Directors effectively.

3. Instil a culture of acting lawfully, ethically and responsibly 3.1

A listed entity should articulate and disclose its values.

Yes

The Company’s Board Charter and Code of Conduct and Ethics articulate and discloses its values.

The Company’s Board Charter and Code of Conduct and Ethics are available on the Company Website.

3.2

A listed entity should:

Yes

(a) have and disclose a code of conduct for its directors, senior executives and employees; and

Any breach of compliance with the Code of Conduct and Ethics is to be reported directly to the Board or a committee of the board.

(b) ensure that the board or a committee of the board is informed of any material breaches of that code.

3.3

A listed entity should:

Yes

The Company has adopted a whistleblower policy that is available on the Company Website (the Whistleblower Policy). Any material incidents reported under that policy are reported to the Board.

Yes

The Company has a Fraud Policy that deals with anti-bribery and corruption. It is available on the Company Website. Any material incidents reported under that policy are reported to the Board.

(a) have and disclose a whistleblower policy; and (b) ensure that the board or a committee of the board is informed of any material incidents reported under that policy.

3.4

A listed entity should: (a) have and disclose an anti-bribery and corruption policy; and (b) ensure that the board or a committee of the board is informed of any material breaches of that policy.

ASX:EMS

The Company has a Code of Conduct and Ethics that is available on the Company Website.

Under the Fraud Policy, any company personnel or stakeholder who believes a violation of the policy or any laws is being committed or is being planned should report the matter to the Board or the Company’s auditors.

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PRINCIPLE NUMBER

BEST PRACTICE RECOMMENDATION

COMPLIANCE (YES/NO)

EXPLANATION

4. Safeguard the integrity of corporate reports 4.1

The board of a listed entity should:

Yes

(a) have an audit committee which:

The Board has established an Audit and Risk Management Committee.

All three members of the Audit and Risk Management Committee are Non-Executive Directors.

(1) has at least three members, all of whom are non- executive directors and a majority of whom are independent directors; and

The Chair of the Audit and Risk Management Committee is Ms Cathy Moises, who is Deputy Chair of the Board and Lead Independent NonExecutive Director.

(2) is chaired by an independent director, who is not the chair of the board.

The majority of members of the Audit and Risk Management Committee are Independent Directors.

and disclose:

The Audit and Risk Committee Charter is available on the Company Website.

(3) the charter of the committee; (4) the relevant qualifications and experience of the members of the committee; and

The Committee’s members (who are also Directors of the company) and their relevant qualifications and experience, the number of times the Committee met throughout each reporting period and the attendance of the Committee’s members at those meetings will be set out in each Annual Report.

(5) in relation to each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have an audit committee, disclose that fact and the processes it employs that independently verify and safeguard the integrity of its corporate reporting, including the processes for the appointment and removal of the external auditor and the rotation of the audit engagement partner.

4.2

The board of a listed entity should, before it approves the entity’s financial statements for a financial period, receive from its CEO and CFO a declaration that, in their opinion, the financial records of the entity have been properly maintained and that the financial statements comply with the appropriate accounting standards and give a true and fair view of the financial position and performance of the entity and that the opinion has been formed on the basis of a sound system of risk management and internal control which is operating effectively.

218 | Eastern Metals Limited

Yes

The Board is to receive a declaration in the form set out in Recommendation 4.2 from its CEO and Chief Financial Officer in relation to the financial statements.

www.easternmetals.com.au

PRINCIPLE NUMBER 4.3

BEST PRACTICE RECOMMENDATION A listed entity should disclose its process to verify the integrity of any periodic corporate report it releases to the market that is not audited or reviewed by an external auditor.

COMPLIANCE (YES/NO) Yes

EXPLANATION The Company ensures that any periodic corporate report it releases to the market that is not audited or reviewed by an external auditor undergoes review by the Audit and Risk Management Committee.

The Audit and Risk Management Committee is responsible for reviewingthe financial statements prior to release to ASX and ASIC and discussing such statements with management and the external auditors. If appropriate, recommend to the Board that the audited financial statements be adopted for inclusion in the annual report.The Company will include a description of the process it undertakes to verify the integrity of the information in its annual report.

5. Make timely and balanced disclosure 5.1

A listed entity should have and disclose a written policy for complying with its continuous disclosure obligations under listing rule 3.1.

Yes

The Company has a Disclosure and Communications Policy that outlines the processes to be followed by the Company to ensure compliance with its disclosure obligations and the corporate governance standards applied by the Company in its communications to the market. The Disclosure and Communications Policy is available on the Company Website

5.2

A listed entity should ensure that its board receives copies of all material market announcements promptly after they have been made.

Yes

Under the Company’s Disclosure and Communications Policy, the Board is responsible for overseeing the continuous disclosure process to ensure timely and balanced disclosures and ensuring that the Company has an effective process for communicating with shareholders, other stakeholders and the public

5.3

A listed entity that gives a new and substantive investor or analyst presentation should release a copy of the presentation materials on the ASX Market Announcements Platform ahead of the presentation.

Yes

Under the Company’s Disclosure and Communications Policy, price sensitive information is publicly released to the ASX before it is disclosed to shareholders and market participants on the Company Website.

Any new and substantive investor or analyst presentation will be released to the ASX market Announcements Platform ahead of the presentation.

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Prospectus | 219

Corpotate Governance

PRINCIPLE NUMBER

BEST PRACTICE RECOMMENDATION

COMPLIANCE (YES/NO)

EXPLANATION

6. Respect the rights of security holders 6.1

A listed entity should provide information about itself and its governance to investors via its website.

Yes

Information about the Company and its operations is available on the Company Website.

Information about the Company’s corporate governance (including links to the Company’s corporate governance policies and charters) can be accessed from the Company Website.

6.2

A listed entity should have an investor relations program that facilitates effective two-way communication with investors.

Yes

The Company has a Disclosure and Communications Policy that outlines the processes followed by the Company to ensure communication with shareholders and the investment community is effective, consistent and adheres to the principles of continuous disclosure. The Disclosure and Communications Policy is available on the Company Website.

6.3

A listed entity should disclose how it facilitates and encourages participation at meetings of security holders.

Yes

The Company’s shareholder communications strategy is described in its Disclosure and Communications Policy. Through this policy, in relevant communications and at security holders’ meetings, the Company will facilitate and encourage participation at those meetings.

6.4

A listed entity should ensure that all substantive resolutions at a meeting of security holders are decided by a poll rather than by a show of hands.

Yes

The Company’s Constitution states that a poll may be demanded, before any vote on a resolution is taken, or before the voting results on a show of hands is declared or immediately after the voting results on a show of hands are declared.

The Company’s Constitution also provides that the Chairperson has charge of the general conduct of a general meeting of Shareholders and may require adoption of any procedure which is in the Chairman’s opinion necessary or desirable, including the proper and orderly casting or recording of votes at the general meeting of Shareholders.

The Shareholder communications strategy states that all substantive resolutions at shareholder meetings will be decided by a poll rather than a show of hands.

6.5

A listed entity should give security holders the option to receive communications from, and send communications to, the entity and its security registry electronically.

220 | Eastern Metals Limited

Yes

The Company gives Shareholders the option to receive communications from, and send communications to, the Company and its Share Registry electronically, as provided for in the Company’s Disclosure and Communications Policy.

www.easternmetals.com.au

PRINCIPLE NUMBER

BEST PRACTICE RECOMMENDATION

COMPLIANCE (YES/NO)

EXPLANATION

Yes

See 4.1 above.

7. Recognise and manage risk 7.1

The board of a listed entity should:

A copy of the Audit and Risk Management Committee Charter is available on the Company Website.

(a) have a committee or committees to oversee risk, each of which: (1) has at least three members, a majority of whom are independent directors; and

All three members of the Audit and Risk Committee are Non-Executive Directors.

The Chair of the Audit and Risk Management Committee is Ms Cathy Moises, who is Deputy Chair of the Board and Lead Independent NonExecutive Director.

(2) is chaired by an independent director; and disclose:

The majority of members of the Audit and Risk Management Committee are Independent Directors.

(3) the charter of the committee; (4) the members of the committee; and

The Committee’s members (who are also Directors of the company) and their relevant qualifications and experience, the number of times the Committee met throughout the each reporting period and the attendance of the Committee’s members at those meetings will be set out in each Annual Report.

(5) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or

In addition, the Board has established a Risk Management Policy. Under this policy, the Board determines the Company’s “risk profile” and is responsible for overseeing and approving risk management strategy and policies, internal compliance and internal control.

(b) if it does not have a risk committee or committees that satisfy (a) above, disclose that fact and the processes it employs for overseeing the entity’s risk management framework.

7.2

The board or a committee of the board should: (a) review the entity’s risk management framework at least annually to satisfy itself that it continues to be sound and that the entity is operating with due regard to the risk appetite set by the board; and (b) disclose, in relation to each reporting period, whether such a review has taken place.

ASX:EMS

Yes

The Company’s Audit and Risk Management Committee Charter provides for the review of the Company’s risk management framework at least annually. The Risk Management Policy has been described in Recommendation 7.1. In addition, the Board has established a Risk Management Policy, under which the Board determines the Company’s “risk profile” and is responsible for overseeing and approving risk management strategy and policies, internal compliance and internal control.

The Board as a whole also addresses individual risks.

Prospectus | 221

Corpotate Governance

PRINCIPLE NUMBER

BEST PRACTICE RECOMMENDATION

7.3

A listed entity should disclose:

COMPLIANCE (YES/NO) No

(a) if it has an internal audit function, how the function is structured and what role it performs; or (b) if it does not have an internal audit function, that fact and the processes it employs for evaluating and continually improving the effectiveness of its governance, risk management and internal control processes.

7.4

A listed entity should disclose whether it has any material exposure to environmental or social risks and if it does, how it manages or intends to manage those risks.

EXPLANATION The Company is committed to understanding and managing risk and to establishing an organisational culture that ensures risk management is included in all activities, decision making and business processes. The company does not have a formal internal audit function due to its size and business needs.

Under the Company’s Audit and Risk Management Committee Charter, the Audit and Risk Management Committee is charged with the review of the Company’s internal controls and monitoring the need for a formal internal audit function. A copy of the Company’s Audit and Risk Management Committee Charter and the Risk Management Policy is available on the Company Website.

Yes

The Company’s Risk Management Policy notes that the Audit and Risk Management Committee will (amongst other matters) assist management to determine whether the Company has any material exposure to environmental risks, and how it intends to manage such risk.

The Company may be exposed to such environmental risks as disclosed in Section 5 of this Prospectus.

The Company operates only in Australia, which is a mature and well-regulated mining jurisdiction.

As part of the Company’s mining development approvals process, the Company must adhere to strict environmental and social regulations.

222 | Eastern Metals Limited

www.easternmetals.com.au

PRINCIPLE NUMBER

BEST PRACTICE RECOMMENDATION

COMPLIANCE (YES/NO)

EXPLANATION

8. Remunerate fairly and responsibly 8.1

The board of a listed entity should:

No

(a) have a remuneration committee which:

The Board is of the view that the Company is not currently of the size to justify the formation of a separate remuneration committee.

The Board currently performs the functions of a remuneration committee and where necessary will seek the advice of external advisors in relation to this role.

(1) has at least three members, a majority of whom are independent directors; and (2) is chaired by an independent director,

The Board shall, upon the Company reaching the requisite corporate and commercial maturity, approve the constitution of a remuneration committee to assist the Board in relation to the appointment of Directors and senior management as required and determine the level and composition of remuneration for Directors and senior executives and ensuring that such remuneration is appropriate and not excessive.

and disclose: (3) the charter of the committee; (4) the members of the committee; and (5) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have a remuneration committee, disclose that fact and the processes it employs for setting the level and composition of remuneration for directors and senior executives and ensuring that such remuneration is appropriate and not excessive.

8.2

8.3

A listed entity should separately disclose its policies and practices regarding the remuneration of non-executive directors and the remuneration of executive directors and other senior executives.

Yes

A listed entity which has an equitybased remuneration scheme should:

Yes

(a) have a policy on whether participants are permitted to enter into transactions (whether through use of derivatives or otherwise) which limit the economic risk of participating in the scheme; and

The remuneration of the Directors of the Company is set out in section 10 of this Prospectus.

The Company’s policies and practices regarding the remuneration of Non-Executive Directors and the remuneration of Executive Directors and other senior executives will be set out in the Remuneration Report contained in each Annual Report.

The Company has an equity-based remuneration scheme comprising an Employee Share Option Plan. The Securities Trading and Trading Windows Policy is available on the Company Website.

(b) disclose that policy or a summary of it.

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Prospectus | 223

Summary of Material Contracts

12

224 | Eastern Metals Limited

www.easternmetals.com.au

Section 12

Summary of Material Contracts The contracts entered into by the Company which are material to the Offer and the Company’s operations are as follows:

12.1

LEAD MANAGER MANDATE

The Company has entered into an engagement letter with Panthea Capital Pty Ltd (the Lead Manager) pursuant to which the Lead Manager has been appointed to act as lead manager for the Offer (Lead Manager Mandate). Under the Lead Manager Mandate, the Lead Manager will assist Eastern Metals with the preparation of marketing materials and corporate services related to the Offer.

The Company has agreed to pay the Lead Manager: (a) a retainer of $7,000 per month for the term of the engagement; (b) a commission of 6% on pre-IPO seed funds raised, to be satisfied by the allotment of Eastern Metals shares issued at the Offer Price; (c) a management fee of 2% of the total amount raised under the Offer to be paid on the issue of Shares in Eastern Metals; (d) a fee of 4% of the proceeds of the Offer to be paid on the issue of Shares in Eastern Metals; (e) the issue of between 3.5 million Broker Options (Minimum Subscription) and 4.5m Broker Options (Maximum Subscription) to the Lead Manager. If the amount actually raised lies between the Minimum and Maximum Subscription the number of Broker Options issued will be pro-rated. Terms and conditions of the Broker Options are summarised in Section 13.3; and (f) the Lead Manager is entitled to be reimbursed for approved expenses incurred in carrying out the Lead Manager Mandate.

12.2

ASSET SALE DEED

The Company, Crowl Creek, Kidman Barrow Creek and REC Investment Management executed the Asset Sale Deed on 25 November 2020. Pursuant to this agreement, Eastern Metals agreed to purchase, and Crowl Creek and Kidman Barrow Creek agreed to sell, New South Wales EL 6321 Browns Reef and Northern Territory EL 23186 Barrow Creek, respectively. REC Investment Management Pty Ltd, a company of which Mr Duffin is a director, agreed to guarantee the Company’s obligations under the Asset Sale Deed.

The Asset Sale Deed contains five conditions which must be satisfied before the sale and purchase is completed. A summary of these conditions is as follows: (a) Eastern Metals executing and returning to Kidman Barrow Creek an appropriate transfer instrument in respect of EL 23186; (b) Kidman Barrow Creek obtaining ministerial approval for the transfer of EL 23186 to the Company; (c) Crowl Creek obtaining the renewal of EL 6321 on terms acceptable to the Company; (d) Crowl Creek obtaining departmental approval for the transfer of EL 6321 to the Company; and (e) Eastern Metals, Kidman Barrow Creek and the Central Land Council entering into a deed of assumption relating to the Native Title agreement for EL 32186.

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Summary of Material Contracts

Under the Asset Sale Deed, the parties agreed to use their reasonable endeavours to satisfy the conditions described above before 30 June 2021. By letter dated 26 May 2021, the parties to the Asset Sale Deed agreed to extend the condition precedent date to 30 September 2021.

Those conditions were satisfied on 11 August 2021 and completion under the Asset Sale Deed occurred on 12 August 2021.

12.3

ROYALTY DEED

Under a Royalty Deed dated 12 August 2021 the Company has agreed to pay a royalty to Australian Light Minerals.

The Company has agreed to pay, for each quarter in which any mineral or metallic products are produced and sold, or otherwise disposed of from the Browns Reef and Barrow Creek tenements, a 1.5% Net Smelter Return royalty (Royalty). The Company’s obligation to pay the Royalty accrues on receipt of revenue from the sale or disposal of the products.

The obligation to pay the Royalty continues with respect to the Browns Reef and Barrow Creek tenements, for the term of the respective tenements, including any successor tenement and throughout the period that any product can be lawfully extracted and recovered.

12.4

NATIVE TITLE AGREEMENT

On 13 June 2012 a Native Title Agreement was executed in respect of EL 23186 in the Northern Territory by the Central Land Council and Kidman Barrow Creek. The Native Title Agreement, which applies for the full term of EL 23186, sets out an agreed framework by which exploration activities are to be conducted in the tenement. It covers items such as protection of sacred sites, the manner in which approved exploration work programs are to be conducted, site clearances having regard to heritage issues can be managed, the provision of information relating to work programs conducted, employment and training, and environmental protection and rehabilitation. It also addresses the need for the tenement holder to provide training to its employees on Aboriginal culture, and the conditions under which guns and liquor can be taken onto the site.

The Native Title Agreement provides a mechanism for the assignment of the agreement to a new party if ownership of the tenement changes. On assignment, the assignee assumes all rights and obligations of Kidman Barrow Creek under the Native Title Agreement.

The Native Title Agreement was assigned to Eastern Metals on 11 August 2021. As a consequence, Eastern Metals is now bound by the terms of the Native Title Agreement.

12.5

SERVICE AGREEMENTS – MD/CEO AND COMPANY SECRETARY/CFO

Services Agreement – Mr Wayne Rossiter. The Company and Mr Rossiter executed an executive services agreement on 1 July 2021. Under this agreement, Mr Rossiter will be paid an initial fixed annual reward of $210,000 per annum, plus statutory superannuation, with his remuneration commencing on the date on which the Company is admitted to the Official List of the ASX. His remuneration will be adjusted on the first day of July in each subsequent year, taking into account market conditions, his performance, and other like conditions. Under normal circumstances Mr Rossiter can terminate the agreement at any time by giving one month’s notice, and the Company can terminate the agreement by giving six months’ notice, or by paying 6 months’ remuneration in lieu of notice.

In addition, Mr Rossiter has been issued with 4 million Existing Options in lieu of payment of fees from the time of the Company’s incorporation to the date it is admitted to the Official List of the ASX. Services Agreement – Mr Ian Morgan. The Company and Mr Morgan through his company IHM Corporate Services Pty Ltd ABN 43 101 805 154 executed a letter agreement on 4 August 2021 under which Mr Morgan agreed to perform the services of Company Secretary and Chief Financial Officer. Under this agreement, Mr Morgan will provide his services to the Company for a fee of $6,200 per month for a minimum of three days per month, with additional time charged at a rate of $260 per hour. The agreement can be terminated at any time by either party giving the other one month’s notice.

Payment of fees under this agreement commenced on 1 July 2021. In addition to his fee going forward, Mr Morgan has been issued with 250,000 Existing Options in lieu of fees to recognise his contribution to work done prior to the date on which the payment of fees commenced.

226 | Eastern Metals Limited

www.easternmetals.com.au

12.6 SERVICE AGREEMENTS – NON EXECUTIVE DIRECTORS AND PRINCIPAL CONSULTANTS Each of the three Non-Executive Directors and two Principal Consultants have entered into letter agreements with the Company under which they have agreed to provide their services to the Company as Directors or Principal Consultants, as the case may be.

Mr Duffin is an inaugural Director of the Company, having been appointed on 2 September 2020. On 28 July 2021 the Company entered into a letter agreement with Resource Equity Consultants Pty Ltd ABN 43 003 435 523 under which Mr Duffin’s position as a Director and Chairman was confirmed. Under this agreement Mr Duffin is entitled to be paid a fee of $65,000 per annum plus recovery of reasonable expenses. In addition, Mr Duffin has been issued with 1 million Existing Options in lieu of payment of fees from the time of the Company’s incorporation to the date it is admitted to the Official List of the ASX. The Company sent Ms Cathy Moises a letter agreement on 23 July 2021 confirming Ms Moises’ appointment as Deputy Chair and Lead Independent Director. On 25 July 2021, Ms Moises signed a consent to act as a company director. Ms Moises is entitled to a fee of $50,000 per annum plus recovery of reasonable expenses. The agreement can be terminated by either party on one month’s notice. In addition, Ms Moises has been issued with 1 million Existing Options.

On 23 July 2021 Dr Berton signed a consent to act as a company director. The Company sent Dr Jason Berton a letter agreement on 23 July 2021 confirming Dr Berton’s appointment as a Non-Executive Independent Director. Dr Berton is entitled to a fee of $45,000 per annum plus recovery of reasonable expenses. In addition, Dr Berton has been issued with 1 million Existing Options.

On 2 August 2021 the Company and Geonz Associates Limited, a New Zealand company that employs Gary Jones, a former Director entered into a letter agreement by which Mr Jones agreed to provide services to the Company as Principal Consultant – Geology. Under this agreement the Company will pay a retainer of $45,000 per annum to Geonz for providing Mr Jones’s services for a minimum of 60 days per annum. Per diems of $800 be charged for days worked in excess of 60 per annum when Jones is in Australia, but no per diems will apply for any additional work done while Jones is in New Zealand. The agreement can be terminated by either party on one month’s notice. In addition, Mr Jones has been issued with 1 million Existing Options in recognition for the work done prior to the date on which the Company is admitted to the Official List of the ASX. On 28 July 2021 the Company and Mr Bob Richardson entered into a letter agreement by which Mr Richardson agreed to provide services to the Company as Principal Consultant – Geophysics. Under this agreement the Company will pay a retainer of $50,000 per annum to Mr Richardson for a minimum of 50 days’ work per annum. The agreement can be terminated by either party on one month’s notice. In addition, Mr Richardson has been issued with 1 million Existing Options in recognition for the role he played in bringing the Thomson Project opportunity to the Company, and for work done prior to the date on which the Company is admitted to the Official List of the ASX.

12.7

DEEDS OF ACCESS AND INDEMNITY WITH OFFICERS

Each of the Directors and Officers (including the Company Secretary and Chief Financial Officer) of the Company has entered into a Deed with the Company whereby the Company has provided certain contractual rights of access to books and records of the Company to those Officers and to effect and maintain insurance in respect of Officers and Officers liability and provide certain indemnities to each of the Officers, to the extent permitted by law.

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Additional Information

13

228 | Eastern Metals Limited

www.easternmetals.com.au

Section 13

Additional Information 13.1

RIGHTS ATTACHING TO SHARES

The following is a summary of the more significant rights attaching to Shares under the Company’s Constitution. This summary is not exhaustive and does not constitute a definitive statement of the rights and liabilities of Shareholders. To obtain such a statement, persons should seek independent legal advice:

ASX Listing Rules To the extent of any inconsistency between the Constitution and the ASX Listing Rules, the ASX Listing Rules prevail.

Voting Subject to any special rights or restrictions as to voting attached to any Shares or class of Shares, at a general meeting of the Company on a show of hands, every member present in person, or by proxy, attorney or representative has one vote and upon a poll, every member present in person, or by proxy, attorney or representative has one vote for every Share held by them.

Dividends The Shares will rank equally with all other issued Shares in the capital of the Company and will participate in dividends out of profits earned by the Company from time to time. Subject to the rights of holders of Shares of any special preferential or qualified rights attaching thereto, the profits of the Company are divisible amongst the holders of Shares in proportion to the Shares held by them irrespective of the amount paid up or credited as paid up thereon. The Directors may from time to time pay to Shareholders such interim dividends as in their judgement the position of the Company justifies.

Winding Up Upon paying the Application moneys, Shareholders will have no further liability to make payments to the Company in the event of the Company being wound up pursuant to the provisions of the Corporations Act.

Transfer of Securities Generally, the Shares in the Company will be freely transferable, subject to satisfying the usual requirements of security transfers on the ASX. The Directors may decline to register any transfer of Shares but only where permitted to do so under its Constitution or the ASX Listing Rules.

Sale of Non-Marketable Holdings The Company may take steps in respect of non-marketable holdings of Shares in the Company to give effect to an orderly sale of those Shares in the event that holders do not take steps to retain their holdings. The Company may only take steps to eliminate non- marketable holdings in accordance with the Constitution and the ASX Listing Rules.

For more particular details of the rights attaching to Shares in the Company, investors should refer to the Constitution of the Company.

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Additional Information

13.2

RESTRICTED SECURITIES

The ASX may, as a condition of granting the Company’s application for Official Quotation of its securities, classify certain securities of the Company as restricted securities and those securities will be required to be held in escrow. If so, prior to the Official Quotation of the Company’s Shares, the holders of the securities that are to be classified as restricted securities will be required to enter into appropriate restriction agreements or restriction notice with the Company and an escrow agent.

13.3 OPTIONS As at the date of this Prospectus, the Company has 9,750,000 Existing Options on issue as follows (Existing Options): HOLDER

NUMBER

ISSUE DATE

EXERCISE PRICE

Robert Duffin

1,000,000

21 April 2021

$0.30

Three years from listing of Eastern Metals on the ASX

4,000,000

21 April 2021

$0.30

Three years from listing of Eastern Metals on the ASX

Cathy Moises

1,000,000

9 July 2021

$0.30

Three years from listing of Eastern Metals on the ASX

Jason Berton

1,000,000

9 July 2021

$0.30

Three years from listing of Eastern Metals on the ASX

Gary Jones

1,000,000

21 April 2021

$0.30

Three years from listing of Eastern Metals on the ASX

Bob Richardson

1,000,000

9 July 2021

$0.30

Three years from listing of Eastern Metals on the ASX

Heath Roberts

500,000

9 July 2021

$0.30

Three years from listing of Eastern Metals on the ASX

Ian Morgan

250,000

9 July 2021

$0.30

Three years from listing of Eastern Metals on the ASX

$0.30

Three years from listing of Eastern Metals on the ASX

(Irrawaddy Investments Pty Ltd <Duffin Family Account>) Wayne Rossiter (Aquiline Nominees Pty Ltd <The Aquiline Family Account>)

Total

9,750,000

EXPIRY DATE

Following completion of the Offer, between 3,500,000 and 4,500,000 options will be issued to the Lead Manager (or nominees) (Broker Options) The Broker Options will have the same exercise price, conditions and expiry dates as the Existing Options.

None of the Existing Options was issued pursuant to the Company’s ESOP.

13.4

VESTING OF EXISTING OPTIONS

Existing Options vest on the earliest of: p

the date of which Eastern Metals is admitted to the Official List of the ASX;

p

the completion of an offer by any person or persons to acquire all of the Shares in the Company, and

p

the completion of the sale of all of the business and assets of the Company.

230 | Eastern Metals Limited

www.easternmetals.com.au

13.5

NEW OPTIONS

The number of Shares offered under this Prospectus lies between 22,500,000 (Minimum Subscription) and 30,000,000 (Maximum Subscription). Successful applications for Shares will be issued New Options on a 1 for 3 basis. The number of New Options to be issued therefore lies between 7,500,000 and 10,000,000. The New Options will have the same exercise price, conditions and expiry dates as the Existing Options and Broker Options.

13.6

OPTION TERMS

Options consist of Existing Options, Broker Options, and New Options. Options have been or will be issued subject to the following terms: (a) Entitlement: Each Option entitles the holder to subscribe for one Share upon exercise of the Option. (b) Expiry Date: The New Options are exercisable on or before 3 years of the date of the IPO and will, except to the extent earlier exercised, lapse on that date. (c) Notice of Exercise: The Options may be exercised by notice in writing to the Company on or before the ‘Expiry Date’ by delivering a duly completed form of notice of exercise [see paragraph (d) below] together with a cheque for the exercise price of $0.30 per Option to the Company at any time prior to the expiry date. (d) Holding statements: Holding statements will be issued for the Options. Both the option holding statement and the notice of exercise are required to be duly completed and sent to the Company or the Company’s Share Registry when exercising the Options. If there is more than Option on a holding statement and prior to the expiry date those Options are exercised in part, the Company will issue another holding statement for the balance of the options held and not yet exercised. (e) Exercise Price: The price for exercise of each Option is $0.30 per Option. (f) Dividends: The Option holders do not participate in any dividends unless the New Options are exercised, and the resultant Shares of the Company are issued prior to the record date to determine entitlement to dividends. (g) Listing: The Company does not intend to seek listing of the Options on ASX. (h) Issue of Shares: Upon a valid exercise of the Options the Company will issue Shares ranking pari passu with the then issued Shares. In the event that the Company is listed on ASX at the time of exercise, the Company shall apply for listing of the resultant Shares issued upon exercise of any New Option on the ASX. (i)

Transfer: The Options (except options issued under the ESOP) may be transferred at any time. Options issued to Eligible Persons under the ESOP can only be transferred to Permitted Nominees, as defined in the ESOP.

(j) Reconstruction: In the event of any reconstruction (including consolidation, subdivision, reduction, or return) of the issued capital of the Company: (i)

the number of Options, the Exercise Price of the New Options, or both will be reconstructed (as appropriate) in a manner consistent with the Listing Rules as applicable at the time of reconstruction, but with the intention that such reconstruction will; not result in any benefits being conferred on the holders of the Options which are not conferred on Shareholders of the Company: and

(ii) subject to the provisions with respect to rounding of entitlements as sanctioned by a meeting of Shareholders of the Company approving a reconstruction of capital, in all other respects the terms for the exercise of the New Options will remain unchanged. (k) Pro rata issue: If there is a pro rata issue (except a bonus issue), the Exercise Price of the Option may be reduced according to the following formula.

On = O – E [P – (S + D)] N + 1 Where: On = the new exercise price of the Option.

O = the old exercise price of the Option.

E = the number of underlying securities into which one Option is exercisable.

P= p

where the Company is listed on ASX at the time of the pro-rata issue, the volume weighted average market price per security of the underlying securities during the 5 trading days ending on the day before the ex-right date or the ex-entitlements date; and

p

otherwise, market price per security determined by the accountant for the Company.

S = the subscription price for a security under the pro rata issue.

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Additional Information

D = dividend due but not yet paid on the existing underlying securities (except those to be issued under the pro rata issue).

N = the number of securities with rights or entitlements that must be held to receive a right to one new security. p

Bonus Issue: If there is a bonus issue to the holder of Shares, the number of Shares over which the Option is exercisable may be increased by the number of Shares which the option holder would have received if the New Option had been exercised before the record date for the bonus issue.

p

Participation in new issues: Option Holders do not have any right to participate in new issues of securities in the Company made to Shareholders generally. The Company will, where and only to the extent required pursuant to the Listing Rules, provide New Option Holders with notice prior to the books record date (to determine entitlements to any new issue of securities made to Shareholders generally) to exercise the New Options, in accordance with the requirements of the Listing Rules.

p

Change of terms: The terms of the Options shall only be changed if holders (whose votes are not to be disregarded) of Shares approve of such a change. However, the terms of the [New Options] shall not be changed to reduce the Exercise Price, increase the number of Options, or change any period for exercise of the New Options.

13.7

SUBSTANTIAL HOLDERS

Shareholders holding a relevant interest in 5% or more of the Shares on issue as at the date of this Prospectus and on completion of the Offer are set out in the table below. Other than as set out below, none of these Shareholders has provided a further commitment to participate in the Offer.

EASTERN METALS SHARES

HOLDING ASSUMING MINIMUM SUBSCRIPTION UNDER THE OFFER (%)

Robert Duffin (through REC Investment Management Pty Ltd and Irrawaddy Investments Pty Ltd)

14,166,667

30.1

26.0

Wayne Rossiter (through Aquiline Nominees Pty Ltd)

2,500,000

5.3

4.6

Gary Jones

2,500,000

5.3

4.6

SHAREHOLDER

HOLDING ASSUMING MAXIMUM SUBSCRIPTION UNDER THE OFFER (%)

If all of the Existing Options held by the above persons, the Broker Options and the New Options are exercised, the shareholdings of the above persons will be as follows.

EASTERN METALS SHARES

HOLDING ASSUMING MINIMUM SUBSCRIPTION UNDER THE OFFER (%)

Robert Duffin (through REC Investment Management Pty Ltd and Irrawaddy Investments Pty Ltd)

15,166,667

22.4

19.2

Wayne Rossiter (through Aquiline Nominees Pty Ltd)

6,500,000

9.5

8.2

Gary Jones

3,500,000

5.2

4.4

SHAREHOLDER

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HOLDING ASSUMING MAXIMUM SUBSCRIPTION UNDER THE OFFER (%)

www.easternmetals.com.au

13.8 LITIGATION The Company is not engaged in any litigation which has or would be likely to have a material adverse effect on either the Company or its business.

13.9

COSTS OF THE OFFER

The total estimated costs to the Company in connection with the Offer, including advisory, legal, accounting, tax, listing and administrative fees, as well as printing, advertising and other expenses, are currently estimated to be approximately $587,000 based on the Minimum Subscription under the Offer of $4.5 million and $691,000 based on the Maximum Subscription of $6.0 million under the Offer and are detailed in the following table.

COSTS ($'000) Lead manager retainer fee Hicksons, legal costs Investigating accountants’ fees Share registry fee

MINIMUM SUBSCRIPTION

MAXIMUM SUBSCRIPTION

31

31

110

110

22

22

4

4

Prospectus design and printing

22

22

Independent geological report

14

14

3

3

Independent solicitor’s report on the tenements ASIC prospectus lodgement fee

3

3

Lead manager capital raising fee

297

396

81

86

587

691

ASX listing fee Total cash costs of the offer (GST inclusive)

13.10 AUSTRALIAN TAXATION IMPLICATIONS OF INVESTING UNDER THE OFFER The following general taxation comments consider the Australian taxation implications for Australian tax residents only. The tax implications for holders of Shares in the Company relate to the receipt of dividends and potential gains on the disposal of Shares.

The comments do not purport to provide tax advice to any particular investor and should not be relied upon as the tax position of each investor may vary depending on the specific circumstances of the investor. The Company recommends that each investor seeks its own independent income tax advice based on its particular circumstances. All current or potential investors in the Company are urged to obtain independent financial advice about the consequences of acquiring Shares.

To the maximum extent permitted by law, the Company, its officers, Directors, and each of their respective advisors accept no liability or responsibility with respect to the taxation consequences of acquiring or disposing of Shares issued under this Prospectus.

Dividends For Australian resident individual investors, dividend income should be treated as assessable income in the year in which the dividend is paid. As detailed below, if the relevant dividend is ‘franked’, the amount of taxable payable in relation to the receipt of that dividend income may be reduced.

In this regard, Australian tax resident companies, such as the Company, can pay dividends to Shareholders on a fully, partly or un-franked basis.

To ‘frank’ a dividend, means to attach franking credits to that dividend. Franking credits are, broadly, generated from the payment of Australian company tax. The overarching objective of franking credits is, inter alia, to give recipient Shareholders credit for company tax already paid in relation to the dividend(s) received (to the extent that those dividends are franked), so that the recipients’ income tax liability in relation to those dividends is reduced accordingly.

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Additional Information

This means that a company, as a result of paying company tax in Australia, can allocate the tax paid to its Shareholders by issuing franking credits attached to the dividend received by Shareholders.

It should be noted that the general entitlement to franking credits can be impacted in certain circumstances.

For completeness, we note that for non-resident (for tax purposes) investors, another impact of the franking regime is to impact the extent to which dividends paid to non-resident investors should be subject to dividend withholding tax (DWT). In this regard: (a) dividends paid to non-resident shareholders that are franked should not be subject to DWT (only to the extent of the franking of those dividends); and (b) to the extent that the dividends paid to non-resident investors are unfranked: (i)

prima facie, those dividends should be subject to a DWT rate of 30%; however

(ii) this rate may be reduced to the extent that the investor is a resident of a country that is subject to a Double Taxation Agreement (DTA) with Australia. For example, for a US resident investor who owns less than 10% of the Company, the DWT rate on unfranked dividends would be reduced to 15%.

Such investors may also be taxable in their country of tax residence on receiving such dividends, and, depending upon the laws of the relevant country, a credit may be available in relation to any withholding tax suffered in relation thereto.

Disposal of Shares Please note that the below comments relate to Australian resident investors who hold their shares on capital account only. For any sophisticated investors who actively trade in shares, or investors who have purchased their shares solely to derive profit on their re-sale in the short to medium term, please seek independent advice as it is likely that any gains made on the sale of shares may be subject to income tax on revenue account, without any capital gains tax (CGT) discounts available.

Capital Gains Tax To the extent that the Shares are held on capital account (which is required to be determined on a case-by-case basis, and independent advice should be sought in relation to this issue), the disposal of Shares by a Shareholder would be a CGT event.

For Australian resident investors, a capital gain will arise where the capital proceeds on disposal exceed the cost base of the Shares (broadly, the amount paid to acquire the Shares plus any transaction costs incurred in relation to the acquisition or disposal of the Shares). In the case of an arm’s length on-market sale, the capital proceeds will generally be the cash proceeds received from the sale of the Shares.

A CGT discount may be applied against the net capital gain where the Shareholder is an individual, complying superannuation entity or trustee, and the Shares have been held for more than 12 months prior to the CGT event. Where the CGT discount applies, any capital gain arising to individuals and entities acting as trustee (other than a trust that is a complying superannuation entity) may be reduced by one-half after offsetting current year or prior year capital losses. For a complying superannuation entity, any capital gain may be reduced by one-third, after offsetting current year or prior year capital losses.

A capital loss will be realised where the reduced cost base of the Shares exceeds the capital proceeds from disposal.

Capital losses may only be offset against capital gains realised by the Shareholder in the same income year or future income years, subject to certain loss recoupment tests being satisfied.

Capital losses cannot be offset against other assessable income.

Goods and Services Tax (GST) No GST should be payable in respect of the acquisition or disposal of the Shares. Further, no GST should be payable in respect of dividends paid.

Stamp Duty On the issue or allotment of the Shares as part of the offer, no stamp duty should be payable. No stamp duty should be payable in respect of the acquisition or disposal of the Shares that are quoted on the ASX at the time of the Listing.

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13.11 INTERESTS OF EXPERTS AND ADVISERS AND REMUNERATION Sections 1 (Investment Overview), 10 (Directors, Management and Principal Consultants), 11 (Corporate Governance) and 12 (Summary of Material Contracts) of this Prospectus set out the nature and extent of the interests and fees of certain persons involved in the Offer. Other than set out in this Prospectus, no: (a) Director or proposed Director of the Company; (b) person named in this Prospectus and who has performed a function in a professional, advisory, or other capacity in connection with the preparation or distribution of this Prospectus; (c) promoter of the Company; or (d) stockbroker or underwriter (but not a sub-underwriter) to the Offer, holds at the time of lodgement of this Prospectus with ASIC, or has held in the two years before lodgement of this Prospectus with ASIC, an interest in: p

the formation or promotion of the Company;

p

property acquired or proposed to be acquired by the Company in connection with its formation or promotion, or in connection with the Offer; or

p

the Offer; and

no amount (whether in cash, Shares, Options or otherwise) has been paid or agreed to be paid, nor has any benefit been given to any such persons for services in connection with the formation or promotion of the Company or the Offer or to any Director or proposed Director to induce them to become, or qualify as, a Director of the Company.

13.12 CONSENTS Hicksons Lawyers are named in the Corporate Directory as solicitors to the Company in relation to the Offer and have been involved in the process of reviewing this Prospectus for consistency with the material contracts. In doing so, they have placed reasonable reliance upon information provided to them by the Company and other third parties. Hicksons Lawyers have given their consent to be named in this Prospectus as solicitors to the Company in the form and context in which they are named and have not withdrawn that consent prior to the lodgement of this Prospectus with ASIC. They do not make any other statement in this Prospectus. Hicksons Lawyers will be paid for work performed in accordance with usual time-based charge Hicksons charge out rates and estimate their professional costs at $100,000 (excluding disbursements and GST), at the date of this Prospectus.

RSM Australia Partners is named in the Corporate Directory as the Company’s Auditor and has given its written consent to be named as the auditor in the form and context in which it is named and has not withdrawn its consent prior to lodgement of this Prospectus within ASIC. RSM Australia Partners has had no involvement in the preparation of any part of the Prospectus other than being named as the Auditor to the Company, has not authorised or caused the issue of, and expressly disclaims and takes no responsibility for, any part of the Prospectus.

RSM Corporate Australia Pty Ltd is named in the Corporate Directory as Independent Accountant. They were involved in the preparation of the Investigating Accountants Report set out in section 9 of this Prospectus. RSM Corporate Australia Pty Ltd has given its consent for inclusion of Investigating Accountant’s Report in the Prospectus and to be named in the form and context in which it is named and has not withdrawn its consent prior to the lodgement of this Prospectus with ASIC. In doing so, it has placed reasonable reliance upon information provided to it by the Company and other third parties. Other than contained in the Investigating Accountant’s Report, RSM Corporate Australia Pty Ltd does not make any other statement in this Prospectus. RSM Corporate Australia Pty Ltd will be paid for work performed in accordance with usual time-based charge out rates and estimate their professional costs at $20,000 (excluding disbursements and GST), at the date of this Prospectus.

Panthea Capital Pty Ltd is named in the Corporate Directory as Lead Manager to the Company in relation to the Offer. Panthea Capital Pty Ltd has given its consent to be named as the Lead Manager in the form and context in which it is named and has not withdrawn its consent prior to lodgement of this Prospectus with ASIC. Panthea Capital has not authorised or caused the issue of this Prospectus and does not make or purport to make any statement in this Prospectus. In consideration of Panthea Capital Pty Ltd ‘s role as Lead Manager to the Offer. Panthea Capital Pty Ltd will receive fees as set out in section 12.1 of the Prospectus.

Agricola Mining Consultants Pty Ltd is named in the Corporate Directory as Independent Geologist to the Company and has prepared the Independent Geologists Report, which is set out in Section 7 of the Prospectus.

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Additional Information

Agricola Mining Consultants Pty Ltd has given its consent for inclusion of the Independent Geological Report in the Prospectus and to be named in the form and context in which it is named and has not withdrawn its consent prior to the lodgement of this Prospectus with ASIC. In doing so, Agricola Mining Consultants Pty Ltd has placed reasonable reliance upon information provided to it by the Company and other third parties. Other than those included in the Independent Geological Report, Agricola Mining Consultants Pty Ltd does not make any other statement in this Prospectus. Agricola Mining Consultants Pty Ltd will be paid for work performed in accordance with usual time-based charge out rates and estimate their professional costs at approximately $13,500 (excluding disbursements and GST) at the date of this Prospectus.

Boardroom has given its written consent to be named as the Registry in the form and context in which it is named and has not withdrawn its consent prior to lodgement of this Prospectus within ASIC. Boardroom has had no involvement in the preparation of any part of the Prospectus other than being named as the Share Registry to the Company. Boardroom has not authorised or caused the issue of, and expressly disclaims and takes no responsibility for, any part of the Prospectus.

There are a number of persons referred to elsewhere in this Prospectus who are not experts and who have not made statements included in this Prospectus, nor are there any statements made in this Prospectus on the basis of any statements made by those persons. These persons did not consent to being named in the Prospectus and did not authorise or cause the issue of the Prospectus.

13.13 ASX WAIVERS AND CONFIRMATIONS The Company does not believe it will require any waivers from ASX from any requirements of the Listing Rules in its application for admission to the Official List of ASX.

13.14 WORKING CAPITAL STATEMENT The Board believes that the Company’s cash reserves at the date of this Prospectus plus the net proceeds of the Offer will be sufficient to fund the Company’s currently stated work project and budget under this Prospectus.

The Board will consider the use of further equity funding or placements if appropriate to further accelerate growth or fund a specific project, transaction or expansion.

13.15 SUBSEQUENT EVENTS There has not arisen, at the date of this Prospectus any item, transaction or event of a material or unusual nature not already disclosed in this Prospectus which is likely, in the opinion of the Directors of the Company to affect substantially: (a) the operations of the Company; (b) the results of those operations; or (c) the state of affairs of the Company.

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13.16 INSPECTION OF DOCUMENTS Subject to COVID-19 restrictions, and by appointment by calling 02 9293 5425 or 02 9293 5480, copies of following documents may be inspected free of charge at the registered office of the Company and at the offices of Hicksons Lawyers, Level 24, 100 Barangaroo Avenue, Barangaroo NSW 2000 during normal business hours: (a) the Material Contracts in Section 12 (Summary of Material Contracts) of this Prospectus; (b) the Constitution of the Company; and (c) the consents referred to in Section 13.12 of this Prospectus.

13.17 GOVERNING LAW This Prospectus and (unless otherwise specially stated) the contracts that arise from the acceptance of the Applications are governed by the laws applicable in New South Wales and each Applicant submits to the exclusive jurisdiction of the courts of New South Wales.

13.18 CONSENT TO LODGEMENT Each of the Directors of the Company has consented to the lodgement of this Prospectus with ASIC. Signed on behalf of the Company and by resolution of the Board by:

Robert H Duffin Chairman

Eastern Metals Limited 18 August 2021

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Glossary of Defined Terms

14

238 | Eastern Metals Limited

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Section 14

Glossary of Defined Terms A$

means Australian Dollars

Advanced Exploration Project

means tenure holdings where considerable exploration has been undertaken and specific targets identified that warrant further detailed evaluation, usually by drill testing, trenching or some other form of detailed geological sampling. A Mineral Resource estimate may or may not have been made, but sufficient work will have been undertaken on at least one prospect to provide both a good understanding of the type of mineralisation present and encouragement that further work will elevate one or more of the prospects to the Mineral Resources category

AEST

means Australian Eastern Standard Time

Applicants

means a person applying for Shares offered by this Prospectus

Ag

means silver

Applicant

means a person who lodges an Application

Application

means an application to subscribe for Shares and attaching New Options offered by this Prospectus

Application Form

means the application forms enclosed with and forming part of this Prospectus for use by investors

Application Monies

means monies that are payable in accordance with the terms of the Offer by an Applicant when submitting an Application

ASIC

means the Australian Securities and Investments Commission

ASX

means ASX Limited ABN 98 008 624 691

ASX Listing Rules or Listing Rules

means the Official Listing Rules of the ASX as amended or waived from time to time

ASX Settlement Operating Rules

means the operating rules of the ASX Settlement which apply while the Company is an issuer of CHESS-approved securities, each as amended or replaced from time to time

Au

means gold

Audit and Risk Management Committee

means a committee established by the Company to assist the Board in discharging its responsibility to exercise due care, diligence and skill

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Glossary of Defined Terms

Australian Light Minerals

means Australian Light Minerals Pty Ltd ACN 143 526 096 (formerly known as Kidman Resources Limited)

Barrow Creek

means EL 23186 Barrow Creek

Board

means the board of Directors of the Company as appointed from time to time

Boardroom or Share Registry

means Boardroom Pty Limited ABN 14 003 209 836

Broker Options

means options to be issued to the Lead Manager or other brokers as directed by the Lead manager

Browns Reef

means EL 6321 Browns Reef

Business Day

has the meaning ascribed to it in the ASX Listing Rules

CGT

means Capital Gains Tax

CHESS

means the Clearing House Electronic Sub-registry System operated by ASX

Closing Date

means (subject to the right of the Directors to close the Offer earlier or to extend this date without notice) 30 September 2021

Company

means Eastern Metals Limited ACN 643 902 943

Company Website

www.easternmetals.com.au

Constitution

means the Constitution of the Company

Corporate Governance Charter

means the corporate governance charter adopted by the Company

Corporate Governance Principles and Recommendations

means the corporate governance principles and recommendations of the ASX Corporate Governance Council as at the date of this Prospectus

Crowl Creek

means Crowl Creek Exploration Pty Ltd ACN 139 933 109

Cu

means copper

Directors

means the Directors of the Company

Eastern Metals

means Eastern Metals Limited ACN 643 902 943

EL

means an Exploration Licence granted by a relevant government authority

ELA

means an application lodged for an Exploration Licence submitted to a relevant government authority

EM

means electromagnetic, a geophysical exploration technique

ESOP

means the Company’s Employees and Officers Share Option Plan

Existing Options

means Options on issue at the date of this Prospectus

Exploration Target

means a statement or estimate of the exploration potential of a mineral deposit in a defined geological setting where the statement or estimate, quoted as a range of tonnes and a range of grade (or quality), relates to mineralisation for which there has been insufficient exploration to estimate a Mineral Resource

Exposure Period

means the 7 day period from the date of lodgement of the Prospectus, unless otherwise extended by ASIC

240 | Eastern Metals Limited

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GST

means Goods and Services Tax

HIN

means Holder Identification Number

Indicated Mineral Resource

means that part of a Mineral Resource for which quantity, grade (or quality), densities, shape and physical characteristics are estimated with sufficient confidence to allow the application of ‘Modifying Factors’ (as defined in the JORC Code) in sufficient detail to support mine planning and evaluation of the economic viability of the deposit

Inferred Mineral Resource

means that part of a Mineral Resource for which quantity and grade (or quality) are estimated on the basis of limited geological evidence and sampling. Geological evidence is sufficient to imply but not verify geological and grade (or quality) continuity. It is based on exploration, sampling and testing information gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes.

An Inferred Mineral Resource has a lower level of confidence than that applying to an Indicated Mineral Resource and must not be converted to an Ore Reserve (as defined in the JORC Code). It is reasonably expected that the majority of Inferred Mineral Resources could be upgraded to Indicated Mineral Resources with continued exploration

IP

means induced polarisation, a geophysical exploration technique

IPO

means the initial public offer of shares and attaching options in accordance with this Prospectus

JORC Code

means the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (2012 Edition)

Kidman

means Kidman Resources Limited ACN 143 526 096 (now known as Australian Light Minerals Pty Ltd)

Kidman Barrow Creek

means Kidman Barrow Creek Pty Ltd ACN 156 249 106

Lead Manager

means Panthea Capital Pty Ltd ACN 620 836 722

MAA

means a ministerial application area and relates to an area in which applications for new Exploration Licences in New South Wales cannot be lodged except with Ministerial approval

Maximum Subscription

means a maximum of 30,000,000 Shares at an issue price of A$0.20 each to raise up to $6,000,000 before costs

MEG

means Mining Exploration and Geosciences, a division of the Department of Regional NSW

Mineral Resource

means 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 geological evidence and knowledge, including sampling. Mineral Resources are sub-divided, in order of increasing geological confidence, into Inferred, Indicated and Measured categories

MinEx CRC

MinEx CRC is the world's largest mineral exploration collaboration bringing together industry, government and research organisations

Minimum Subscription

means a minimum of 22,500,000 Shares at an issue price of $0.20 each to raise $4,500,000 before costs

Mining Act

means: in respect of the NSW EL/ELAs, the Mining Act 1992 (NSW); and in respect of the NT EL/ELAs, the Mineral Titles Act 2010 (NT)

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Glossary of Defined Terms

Minister

means the Minister responsible for administering the Mining Act

Ministerial Approval

means approval for the transfer of an authority under section 120 of the Mining Act

NED

means non-executive director

Net Smelter Return

means gross sales of mineral products (adjusted if necessary) minus allowable deductions for a particular period of time

New Options

means Options to be issued pursuant to this Prospectus on the ratio of 1 New Option for every three Shares issued

Offer

means the offer of a minimum of 22,500,000 Shares at an issue price of A$0.20 each to raise $4,500,000 and a maximum of 30,000,000 Shares at an issue price of A$0.20 to raise up to $6,000,000

Offer Information Line

means 1300 737 760 (in Australia) or +612 9290 9600 if calling from overseas

Official List

means the official list of ASX

Official Quotation

means quotation on the Official List of ASX

Opening Date

means 2 September 2021

Options

means the right but not the obligation to subscribe for Shares as set out in this Prospectus

Pb

means lead

Principal Consultants

means Gary Jones and Bob Richardson

Promoters

means Robert Duffin, Gary Jones and Wayne Rossiter and in each case their associates

Projects

means the Arunta, Cobar and Thomson projects

Prospectus

means this prospectus, which is dated 18 August 2021

RAB

means rotary air blast, a drilling technique

RC

means reverse circulation, a drilling technique

Seed

means funds provided by a Seed Investor

Seed Investors

means persons not being Promoters or the Lead Manager who subscribed for Shares in Eastern Metals prior to the date of this Prospectus

Shareholders

means holders of Shares in the Company

Shares

means fully paid ordinary shares in the capital of the Company, either on issue as at the date of this Prospectus or pursuant to the Offer, as the context may imply

TMI

means total magnetic intensity

Valmin Code

means the Australasian Code for public reporting of technical assessments and valuations of mineral assets, 2015 edition

Wesfarmers

means Wesfarmers Limited ACN 008 984 049

Zn

means zinc

References in this Prospectus to Sections and Paragraphs are to sections and paragraphs of this Prospectus.

References in this Prospectus to dollars ($) are to the currency of Australia unless stated otherwise.

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15

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Eastern Metals Limited ACN 643 902 943

Application Form

This is an Application Form for Shares in Eastern Metals Limited (Company) on the terms set out in the prospectus dated 18 August 2021 (Prospectus). Defined terms in the Prospectus have the same meaning in this Application Form. You may apply for a minimum of 10,000 Shares and multiples of 2,500 Shares thereafter. For every 3 Shares successfully applied for and issued, you will also receive one Option at no further cost and on terms set out in the Prospectus. Options will not be listed on the ASX. This Application Form and your cheque or bank draft must be received by 5.00pm (Sydney Time) on the Closing Date.

This Application Form is important. If you are in doubt as to how to deal with this Application Form, please contact your accountant, lawyer, stockbroker or other professional adviser.

The Prospectus dated 18 August 2021 contains information relevant to a decision to invest in the Shares of the Company and you should read the entire Prospectus carefully before applying for Shares.

To meet the requirements of the Corporations Act 2001 (Cth), this Application Form must not be distributed to another person unless included in, or accompanied by the Prospectus. A person who gives another person access to this Application Form must, at the same time and by the same means, give the other person access to the Prospectus. During the Offer period the Company will send you a free paper copy of the Prospectus if you have received an electronic prospectus and you ask for a paper copy before the Offer closes on 30 September 2021.

The Share Registry’s Privacy Policy (Privacy Policy) also sets out important information relating to the collection, use and disclosure of all personal information that you provide to the Company. Please ensure that you and all relevant individuals have read the Privacy Policy carefully before submitting this Application Form.

The Privacy Policy can be found on the website https://boardroomlimited.com.au/corp/privacy-policy

PLEASE FOLLOW THE INSTRUCTIONS TO COMPLETE THIS APPLICATION FORM (SEE REVERSE) AND PRINT CLEARLY IN CAPITAL LETTERS USING BLACK OR BLUE PEN.

A

B

Number of Shares you are applying for x $0.20 per Share =

Total amount payable $

Minimum of 10,000 Shares to be applied for and thereafter in multiples of 2,500 Shares

C

Write the name(s) you wish to register the Shares in (see reverse for instructions) Applicant #1

Name of Applicant #2 or <Account Designation>

Name of Applicant #3 or <Account Designation>

D

Write your postal address here Number / Street

Town / Suburb

E

State

CHESS participant – Holder Identification Number (HIN)

IMPORTANT PLEASE NOTE If the name and address details above in sections C and D do not match exactly with your registration details held at CHESS, any Shares issued as a result of your Application will be held on the Issuer Sponsored subregister.

X

F

Enter your Tax File Number(s), ABN, or exemption category Applicant #1

G

Postcode

Applicant #2

Applicant #3

Cheque payment details

 ATTACH CHEQUE(S) HERE

Cheque to be made payable to “Eastern Metals Limited” and crossed Not Negotiable. Enter cheque details below.

Alternatively you can apply online at www.easternmetals.com.au and pay by BPAY. Name of drawer of cheque

H

Cheque no.

BSB no.

Contact Details Telephone number (daytime/work/mobile)

Email

Contact name

Account no.

Cheque amount A$

Acknowledgement By submitting this Application Form with our Application Monies, I/we acknowledge that I/we: have read the Prospectus in full; have received a copy of the electronic Prospectus or a print out of it; have completed this Application Form in accordance with the instructions on the form and in the Prospectus. acknowledge that all details and statements made by me/ us in the Application Form are complete and accurate;

agree and consent to the Company collecting, holding, using and disclosing my/ our personal information in accordance with the Prospectus; where I/we have been provided information about another individual, warrant that I/we have obtained that individual’s consent to the transfer of their information to the Company;

acknowledge that once the Company accepts my/our Application Form, I/we may not withdraw it; apply for the number of Shares that I/we apply for (or a lower number allocated in a manner allowed under the Prospectus); acknowledge that my/our Application may be rejected by the Company in its absolute discretion;

am/are over 18 years of age;

authorise the Company and their respective officers and agents to do anything on my/our behalf necessary (including the completion and execution of documents) to enable the Shares to be allocated to me/us;

agree to be bound by the constitution of the Company;

acknowledge that neither the Company nor any person or entity guarantees any particular rate of return on the Shares, nor do they guarantee the repayment of capital;

represent, warrant and agree that I/we have not received this Prospectus outside Australia and am/are not acting on behalf of a person resident outside Australia.

represent, warrant and agree that I/we am/are not in the United States or a US Person and am/are not acting for the account or benefit of a US Person; and

Guide to the Application Form YOU SHOULD READ THE PROSPECTUS CAREFULLY BEFORE COMPLETING THIS APPLICATION FORM. Please complete all relevant sections of the appropriate Application Form using BLOCK LETTERS. These instructions are cross-referenced to each section of the Application Form.

Instructions A. If applying for Shares insert the number of Shares for which you wish to subscribe at Item A (not less than 10,000 Shares representing a minimum investment of $2,000.00).

B. Multiply number of Shares in Item A by A$0.20 to calculate the total Application Monies for Shares and enter the A$ amount at Item B. C. Write your full name. Initials are not acceptable for first names.

D. Enter your postal address for all correspondence. All communications to you from the Company will be mailed to the person(s) and address as shown. For joint Applicants, only one address can be entered.

E. If you are sponsored in CHESS by a stockbroker or other CHESS participant you may enter your CHESS HIN if you would like the allocation to be directed to your HIN. NB: your registration details provided must match your CHESS account exactly.

F. Enter your Australian tax file number (TFN) or ABN or exemption category, if you are an Australian resident. Where applicable, please enter the TFN/ABN of each joint Applicant. Collection of TFN(s) and ABN(s) is authorised by taxation laws. Quotation of your TFN or ABN is not compulsory and will not affect your Application Form.

G. Complete cheque details as requested. Make your cheque payable to “Eastern Metals Limited”. Cross it and mark it ‘Not negotiable’. Cheques must be in Australian currency, and must be drawn on a bank or financial institution in Australia.

Alternatively you can apply online at www.easternmetals.com.au and pay by BPAY. If you apply online, you do not need to complete a paper Application Form. See below.

H. Enter your contact details, including name, Telephone number and email address, so we may contact you regarding your Application Form or Application Monies.

By providing an e-mail address you are electing to receive notices of meetings, annual reports and other communications from the Company electronically to the provided e-mail address.

Payment by BPAY You may apply for Shares online and pay your Application Monies by BPAY. Applicants wishing to pay by BPAY should complete the online Application Form accompanying the electronic version of the prospectus available at www.easternmetals.com.au and follow the instructions on the online Application Form. When completing your BPAY payment please ensure you use the specific Biller Code and Unique CRN provided in the online Application Form and confirmation e-mail. If you do not use the correct Biller Code and CRN your Application will not be recognised as valid. It is your responsibility to ensure payment is received by 5:00pm (Sydney Time) on the Closing Date. Applicants should be aware that their own financial institution may implement earlier cut off times with regards to electronic payment and should therefore take this into consideration when making payment. Neither Boardroom Pty Limited nor Eastern Metals limited accepts any responsibility for loss incurred through incorrectly completed BPAY payments.

Correct Form of Registrable Title Note that ONLY legal entities can hold the Shares. The Application must be in the name of a natural person(s), companies or other legal entities acceptable to the Company. At least one full given name and surname is required for each natural person. Examples of the correct form of registrable title are set out below.

Type of Investor

Correct Form of Registrable Title

Incorrect Form of Registrable Title

Individual

Mr John David Smith

J D Smith

Company

ABC Pty Ltd

ABC P/L or ABC Co

Joint Holdings

Mr John David Smith & Mrs Mary Jane Smith

John David & Mary Jane Smith

Trusts

Mr John David Smith <J D Smith Family A/C>

John Smith Family Trust

Deceased Estates

Mr Michael Peter Smith <Est Lte John Smith A/C>

John Smith (deceased)

Partnerships

Mr John David Smith & Mr Ian Lee Smith

John Smith & Son

Clubs/Unincorporated Bodies

Mr John David Smith <Smith Investment A/C>

Smith Investment Club

Superannuation Funds

John Smith Pty Limited <J Smith Super Fund A/C>

John Smith Superannuation Fund

Lodgement Mail or deliver your completed Application Form with your cheque(s) or bank draft attached to one of the following addresses: Mailing address:

Delivery address:

Eastern Metals Limited C/-Boardroom Pty Limited GPO Box 3993 SYDNEY NSW 2001

Eastern Metals Limited C/-Boardroom Pty Limited Level 12, 225 George Street SYDNEY NSW 2000

The Offer closes at 5:00 p.m.

(Sydney Time) on 30 September 2021, unless varied in accordance with the Corporations Act and ASX Listing Rules.

It is not necessary to sign or otherwise execute the Application Form.

If you have any questions as to how to complete the Application Form, please contact Boardroom Pty Limited on 1300 737 760 within Australia and +61 2 9290 9600 outside Australia.

Privacy Statement Eastern Metals Limited advises that Chapter 2C of the Corporations Act requires information about its shareholders (including names, addresses and details of Shares held) to be included in the Company’s share register. Information is collected to administer your security holding and if some or all of the information is not collected then it might not be possible to administer your security holding. Your personal information may be disclosed to the Company. To obtain access to your personal information or more information on how the Company collects, stores, uses and disclosures your information please contact the Company at the address or telephone number shown in the Prospectus.

Designed and Produced by APM Graphics Management > 1800 806 930 ASX:EMS

Produced by APM Graphics Management > 1800 806 930

Prospectus | 247

Eastern Metals Limited ACN 643 902 943