PVW RESOURCES NL

ACN 624 170 074

PROSPECTUS

For an offer of 25,000,000 Shares at an issue price of $0.20 per Share to raise up to
$5,000,000.

Oversubscriptions of up to a further 10,000,000 at an issue price of $0.20 per Share to raise

up to a further $2,000,000 may be accepted.

The Offer is conditional upon the completion of certain Acquisitions. Refer to Section 3.4
for further details.

Lead Manager

(AFS Representative Number 000431191)

IMPORTANT INFORMATION

This is an important document that should be read in its entirety. If you do not understand
it, you should consult your professional advisers without delay. The Securities offered by
this Prospectus should be considered highly speculative.
TABLE OF CONTENTS

CORPORATE DIRECTORY ............................................................................................................ 1

IMPORTANT NOTICE ................................................................................................................... 2
CHAIR’S LETTER ........................................................................................................................... 5
1. INDICATIVE TIMETABLE AND KEY OFFER DETAILS ........................................................ 6
2. INVESTMENT OVERVIEW ............................................................................................... 7
3. DETAILS OF THE OFFER ................................................................................................ 15
4. COMPANY AND PROJECTS OVERVIEW ..................................................................... 22
5. RISK FACTORS ............................................................................................................ 37
6. INDEPENDENT GEOLOGIST’S REPORT ......................................................................... 48
7. FINANCIAL INFORMATION....................................................................................... 132
8. SOLICITOR’S REPORT ON TENEMENTS ...................................................................... 150
9. BOARD, MANAGEMENT AND CORPORATE GOVERNANCE ................................... 200
10. MATERIAL CONTRACTS ............................................................................................ 204
11. ADDITIONAL INFORMATION .................................................................................... 206
12. DIRECTORS’ AUTHORISATION .................................................................................. 218
13. GLOSSARY ................................................................................................................ 219

4882-01/2033124_11 i
CORPORATE DIRECTORY

Directors Registered Office

Colin James McCavana Level 1

Non-executive Chair 675 Murray Street
WEST PERTH WA 6005
Aaron Maurer
Managing Director, CEO Telephone: + 61 8 6165 8882
Email: info@pvwresources.com.au
Mark Joseph Scolaro Website: www.pvwresources.com.au
Non-executive Director
Lead Manager
Michael Griffiths
Non-executive Director Oz Financial Australia Pty Ltd
CAR No: 431191
Company Secretary Level 8
525 Flinders Street
Simon Storm MELBOURNE VIC 3000

Solicitors Share Registry*

Steinepreis Paganin Automic Registry Services

Level 4, The Read Buildings Level 2
16 Milligan Street 267 St Georges Terrace
PERTH WA 6000 PERTH WA 6000

Investigating Accountant Telephone (within Australia): 1300 288 664

Telephone (outside Australia): +61 2 9698 5414
Nexia Perth Corporate Finance Pty Ltd Email: hello@automic.com.au
Level 3
88 William Street Auditor
PERTH WA 6000
Nexia Perth Audit Services Pty Ltd*
Proposed ASX Code Level 3
88 William Street
PVW PERTH WA 6000

Independent Geologist

Indeport Pty Ltd

10 Drinan Place
HILLARYS WA 6025

*The entity is included for information purposes only. It has not been involved in the preparation of the
Prospectus.

4882-01/2033124_11 1
IMPORTANT NOTICE

This Prospectus is dated 31October 2018 and was lodged with the ASIC on that date. The
ASIC, the ASX and their respective officers take no responsibility for the contents of this
Prospectus or the merits of the investment to which this Prospectus relates.

No Shares may be issued on the basis of this Prospectus later than 13 months after the date
of this Prospectus.

No person is authorised to give information or to make any representation in connection

with this Prospectus, which is not contained in the Prospectus. Any information or
representation not so contained may not be relied on as having been authorised by the
Company in connection with this Prospectus.

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

Exposure Period

This Prospectus will be circulated during the Exposure Period. The purpose of the Exposure
Period is to enable this Prospectus to be examined by market participants prior to the
raising of funds. You should be aware that this examination may result in the identification
of deficiencies in this Prospectus and, in those circumstances, any application that has
been received may need to be dealt with in accordance with Section 724 of the
Australian Corporations Act 2001 (Cth). Applications for Shares under this Prospectus will
not be processed by the Company until after the expiry of the Exposure Period. No
preference will be conferred on applications lodged prior to the expiry of the Exposure
Period.

Web Site – Electronic Prospectus

A copy of this Prospectus can be downloaded from the website of the Company at
www.pvwresources.com.au. If you are accessing the electronic version of this Prospectus
for the purpose of making an investment in the Company, you must be an Australian
resident and must only access this Prospectus from within Australia.

The Corporations Act 2001 (Cth) prohibits any person passing onto another person an
Application Form unless it is attached to a hard copy of this Prospectus or it accompanies
the complete and unaltered version of this Prospectus. You may obtain a hard copy of
this Prospectus free of charge by contacting the Company.

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

No offering where offering would be illegal

The distribution of this Prospectus in jurisdictions outside Australia may be restricted by law
and persons who come into possession of this Prospectus should seek advice on and
observe any of these restrictions. Failure to comply with these restrictions may violate
securities laws. Applicants who are resident in countries other than Australia should consult
their professional advisers as to whether any governmental or other consents are required
or whether any other formalities need to be considered and followed.

2
This Prospectus does not constitute an offer in any place in which, or to any person to
whom, it would not be lawful to make such an offer. It is important that investors read this
Prospectus in its entirety and seek professional advice where necessary.

No action has been taken to register or qualify the Securities or the Offer, or to otherwise
permit a public offering of the Securities in any jurisdiction outside Australia. This Prospectus
has been prepared for publication in Australia and may not be released or distributed in
the United States of America.

Website

No document or information included on our website is incorporated by reference into this

Prospectus.

Forward-looking statements

This Prospectus contains forward-looking statements which are identified by words such as
‘may’, ‘could’, ‘believes’, ‘estimates’, ‘targets’, ‘expects’, or ‘intends’ and other similar
words that involve risks and uncertainties.

These statements are based on an assessment of present economic and operating

conditions, and on a number of assumptions regarding future events and actions that, as
at the date of this Prospectus, are expected to take place.

Such forward-looking statements are not guarantees of future performance and involve
known and unknown risks, uncertainties, assumptions and other important factors, many
of which are beyond the control of our Company, the Directors and our management.

We cannot and do not give any assurance that the results, performance or achievements
expressed or implied by the forward-looking statements contained in this Prospectus will
actually occur and investors are cautioned not to place undue reliance on these forward-
looking statements.

We have no intention to update or revise forward-looking statements, or to publish

prospective financial information in the future, regardless of whether new information,
future events or any other factors affect the information contained in this prospectus,
except where required by law.

These forward-looking statements are subject to various risk factors that could cause our
actual results to differ materially from the results expressed or anticipated in these
statements. These risk factors are set out in section 5 of this Prospectus.

Photographs and Diagrams

Photographs used in this Prospectus which do not have descriptions are for illustration only
and should not be interpreted to mean that any person shown endorses the Prospectus or
its contents or that the assets shown in them are owned by the Company. Diagrams used
in this Prospectus are illustrative only and may not be drawn to scale.

Competent Persons statement

The information in the Investment Overview section, included at Section 2 of the

Prospectus, the Company and Project Overview included at Section 4 of this Prospectus
and the Independent Geologist’s Report, included at Section 6 of the Prospectus, which
relate to exploration targets, exploration results, mineral Resources or ore Reserves is based
on information compiled by Mr Arnel Mendoza, a Competent Person who is a Member of
the Australian Institute of Geoscientists. Mr Mendoza is engaged by the Company as a
consultant to the Company. Mr Mendoza has sufficient experience which is relevant to

3
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 2012 edition
of the ‘Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore
Reserves’ (the JORC Code). Mr Mendoza consents to the inclusion of the information in
these sections of the Prospectus in the form and context in which it appears.

The information in the Investment Overview section, included at Section 2 of the

Prospectus, the Company and Project Overview included at Section 4 of this Prospectus
and the Independent Geologist’s Report, included at Section 6 of the Prospectus, which
relate to technical assessment of exploration results is based on information compiled by
Mr Neal Leggo, a Competent Person who is a Member of the Australian Institute of
Geoscientists. Mr Leggo is not an employee of the Company but is engaged by Indeport
Pty Ltd for the purpose of preparing the Independent Geologist’s Report. Mr Leggo 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 2012 edition of the ‘Australasian Code for Reporting of Exploration
Results, Mineral Resources and Ore Reserves’ (the JORC Code). Mr Leggo consents to the
inclusion of the information in these sections of the Prospectus in the form and context in
which it appears.

Definitions

Terms used in this Prospectus are defined in the Glossary in Section 13.

4
CHAIR’S LETTER

Dear Investor

On behalf of the Board of Directors, it gives me great pleasure to invite you to become a
Shareholder in PVW Resources NL (Company or PVW).

The Company is a recently incorporated mineral exploration company focused on

delivering Shareholder value through the identification, development and acquisition of
mineral exploration properties prospective for gold and other minerals, in Western
Australia.

The Company has acquired a portfolio of properties in key gold provinces in Western
Australia. The properties have been selected for their potential to deliver exploration
success.

Immediately following the proposed ASX listing, the Company will undertake exploration
programs at its Mount Clifford, Tanami and Gordon Sirdar tenements. The proposed
exploration programs will be designed to assess the potential for the presence of
potentially economic mineral deposits on each of the tenements. Initial results will
determine the scope, location and timing of further exploration across the portfolio.

The primary purpose of the Offer is to provide funds to undertake a systematic exploration
program on the Company’s Projects, aimed at the discovery of economic mineral
deposits. This Prospectus is seeking to raise a minimum of $5,000,000 by the issue of
25,000,000 Shares at an issue price of $0.20 per Share, with the ability to offer up to a further
10,000,000 Shares, for a maximum raising of up to $7,000,000.

The Company has assembled an experienced management and exploration team which
is well qualified to exploit the potential of the Company’s mineral assets. The Board has
significant expertise and experience in mineral exploration, project development and
corporate finance, and aims to ensure that funds raised through the Offer will be utilised
in a cost-effective manner to advance the Company’s Projects.

I look forward to you joining us as a Shareholder and sharing in what we believe are
exciting and prospective times ahead for the Company.

An investment in the Company is subject to a range of risks, which are highlighted in

Section 5 of this Prospectus. I encourage you to read this Prospectus carefully in its entirety
before you make your investment decision. If you are in any doubt as to the contents of
this Prospectus, you should seek professional advice from your stock broker, accountant,
lawyer or other professional adviser if required.

Yours faithfully

COLIN MCCAVANA
NON-EXECUTIVE CHAIR

4882-01/2033124_11 5
1. INDICATIVE TIMETABLE AND KEY OFFER DETAILS

1.1. Indicative timetable*

Lodgement of Prospectus with the ASIC 31 October 2018

Exposure period ends 7 November2018

Opening Date 8 November 2018

Priority Offer Closing Date 23 November 2018

General Offer Closing Date 30 November 2018

Despatch of holding statements 7 December 2018

Expected date for quotation on ASX 12 December 2018

* The above dates are indicative only and may change without notice. The Exposure Period
may be extended by the ASIC by not more than 7 days pursuant to Section 727(3) of the
Corporations Act 2001 (Cth). The Company reserves the right to extend the Closing Date or close
the Offer early without prior notice. The Company also reserves the right not to proceed with the
Offer at any time before the issue of Securities to Applicants.

1.2. Key Offer details

Minimum Maximum
Subscription Subscription
($5,000,000) ($7,000,000)

Shares on issue as at the date of this 60,260,000 60,260,000

Prospectus

Offer price of the Offers $0.20 $0.20

Shares to be offered under the 25,000,000 35,000,000

Prospectus

Consideration Shares to be issued 8,800,000 8,800,000

Shares to be issued to Lead 250,000 250,000

Manager
Total Performance Rights on issue 4,800,000 4,800,000

Market capitalisation following the $18.9 million $20.9 million

Offer (undiluted)

Market capitalisation following the $19.8 million $21.8 million

Offer (diluted)

4882-01/2033124_11 6
2. INVESTMENT OVERVIEW

This section is a summary only and not intended to provide full information for
investors intending to apply for Shares offered pursuant to this Prospectus. This
Prospectus should be read and considered in its entirety.

Further
Item Summary
information

A. Company

Who is the PVW Resources NL (ACN 624 170 074) (Company or Section 4
issuer of this PVW).
Prospectus?

Who is the The Company was incorporated as an unlisted no Section 4.1

Company? liability company on 1 February 2018.
The Company has incorporated three subsidiary
companies to hold each of its three main Project
areas.
Since incorporation the Company has entered
into a series of agreements to acquire an interest
in a number of exploration licences or mineral
rights in Western Australia, with a focus on gold,
and has made application for additional tenure
surrounding its Project areas.
In addition to the acquisition agreement, the
Company has also entered into a farmin and joint
venture agreement to earn up to a 90% interest in
tenements that comprise its Tanami West Project.
As at the date of this Prospectus, the Company
has earned an initial 35% interest in these
tenements under that agreement.

What are the The Company’s Projects are divided into three Section 4.2
Company’s project areas:
Projects (a) Mount Clifford Project (including the
Brilliant Well Project);
(b) Tanami West Project; and
(c) Gordon Sirdar Project.
All of the Company’s Projects are located in
Western Australia.

What is the The Company has entered into agreements to Section 8

Company’s acquire the tenements comprising its Mount
current Clifford, Gordon Sirdar and Brilliant Well Projects.
interest in the The Company has also entered into a farmin and
Projects? joint venture agreement to earn up to a 90%
interest in the tenements comprising the Tanami
West Project. The Company has already
completed the requirements to earn its initial 35%
interest in those tenements.
In addition, the Company has applied for new
exploration licence tenure to add to its Tanami
West and Gordon Sirdar projects.

7
 Further
Item Summary
information

B. Business Model

What is the The Company is a speculative exploration Section 4.3

Company’s company. Following completion of the Offer, the
business Company’s proposed business model is to explore
model? the Tenements that have the potential to be
developed into production.
A detailed explanation of the Company’s business
model is set out in Section 4.3.

What are the The Company’s management strategy and Section 4.4
key business purpose of this Offer is to provide PVW with funding
objectives of to:
the (a) complete the Acquisitions;
Company?
(b) systematically undertake exploration and
evaluation of the Company’s Projects
aimed at a discovery of a mineral resource
within those Projects;
(c) continue to seek out additional
opportunities to grow or advance the
Projects by acquiring, applying for, or joint
venturing into areas adjacent to or
surrounding those Projects;
(d) implement a growth strategy to seek out
further exploration opportunities which
complement the Company’s focus on
precious metals; and
(e) provide working capital for the Company.
The Directors believe that following the
completion of the Offer the Company will have
sufficient funds to meet these objectives.
What are the The key dependencies of the Company’s business
key model include:
dependencies (a) completion of the Offer;
of the
(b) completing the Acquisitions;
Company’s
business (c) obtaining the grant of the Company’s
model? tenement applications;
(d) completing successful exploration on the
Tenements to allow the Company to
progress the development of the
Company’s Projects;
(e) retaining and recruiting key personnel
skilled in the exploration and mining sectors;
(f) sufficient worldwide demand for gold; and
(g) the market price of gold remaining higher
than the Company’s costs of any future
production (assuming successful
exploration of the Projects by the
Company).

8
 Further
Item Summary
information

C. Key Advantages and Key Risks

What are the The Directors are of the view that an investment in Section 4
key the Company provides the following non-
advantages exclusive list of advantages:
of an (a) a portfolio of high-grade gold projects on
investment in granted tenements with drill ready targets;
the
(b) advanced projects around the Leonora
Company?
tenement group (Mount Clifford Project)
including two granted mining leases,
historic exploration and small scale mining
that has recovered free-milled gold;
(c) opportunity to develop the Mount Clifford
Project through the value chain process of
defining a compliant resource estimate,
mine feasibility, potential mine
development and cash flow;
(d) Directors confidence that the regions of
Western Australia where the Projects are
located, and the resources industry
generally, will offer the Company
significant potential to create value for
Shareholders; and
(e) a balanced management team with
extensive experience in the identification
and development of mineral resources
and experience in public companies.

What are the The business, assets and operations of the Section 5
key risks of an Company, following admission to the official list of
investment in the ASX, have the potential to influence the
the operating and financial performance of the
Company? Company in the future. These risks can impact on
the value of an investment in the Shares of the
Company.
The Board aims to manage these risks by carefully
planning its activities and implementing risk
control measures. Some of the risks are, however,
highly unpredictable and the extent to which the
Board can effectively manage them is limited.
Based on the information available, a summary of
the core key risk factors affecting the Company
are as follows:
(a) Exploration and development of Projects
Mineral exploration and development is a
speculative and high risk undertaking. As
the Company is an early-stage exploration
company, there can be no assurance that
exploration on the Projects will result in the
discovery of an economic mineral
resource.

9
(b) Completion of Acquisitions
The Company has entered into four
agreements to acquire tenements that
have not yet completed. Until completion
has occurred there is a risk that completion
and the registration of the tenements in the
name of the Company may not occur.
(c) Conditions to tenements
Interests in tenements in Western Australia
are governed by legislation and are
evidenced by the granting of leases and
licenses by the State. After the completion
of the Acquisitions, and after the grant of
the Company’s tenement applications,
the Company will have an obligation to
meet the conditions that apply to the
Tenements.
(d) Rehabilitation of Tenements
In relation to the Company’s proposed
operations, issues could arise from time to
time with respect to abandonment costs,
consequential clean-up costs,
environmental concerns and other
liabilities. In addition, certain Tenements
being acquired by the Company have
pre-existing environmental and
rehabilitation costs associated with
previous workings on those Tenements that
the Company will become responsible for.
(e) Native title and Aboriginal heritage
In relation to the Tenements which the
Company has an interest in, there may be
areas over which legitimate common law
native title rights of Aboriginal Australians
exist, which may impact on the Company’s
ability to access or develop those areas.
(f) Transfer of Tenements
Mining Lease M37/135 is subject to a
mortgage held by the holder of a royalty
from mining on that Tenement, CopperCo
Limited (subject to external administration).
The ability to get the consent of the
mortgage holder may restrictor delay the
ability of the Company to be registered as
the holder of this Tenement.
(g) Operational risks
The operations of the Company may be
affected by various factors including the
failure to location mineral deposits, failure
to achieve the predicted grades,
operational and technical difficulties,
insufficient or unreliable infrastructure,
mechanical failure and breakdown and
adverse weather conditions.

10
 Further
Item Summary
information
(h) Grant of future authorisations to explore
and mine
If the Company discovers an economically
viable mineral deposit that it then intends
to develop, it will, among other things,
require various approvals, licences and
permits before it will be able to mine the
deposit.
(i) Reliance on key management
The responsibility of overseeing the day-to-
day operations of the Company depends
substantially on its senior management and
personnel. There can be no assurance
given that there will be no detrimental
impact on the Company if one or more of
these employees cease their employment.
(j) Resource and Reserve estimates
There are no current Resource or Reserve
estimates identified by the Company on
the Projects. There is no assurance that any
Resource or Reserve estimates will ever be
successfully identified on any of the
Projects.
Additional information on these key risks and
further risks are disclosed at Section 5 of this
Prospectus.

D. Information on the Directors

Who are the The current Board is not anticipated to change Section 4.5
Directors? upon listing, and shall be comprised of:
(a) Mr Colin McCavana – Non-Executive Chair;
(b) Mr Aaron Maurer – Managing Director, CEO;
(c) Mr Mark Scolaro – Non-Executive Director;
and
(d) Mr Michael Griffiths – Non-Executive
Director.
A profile on each of the Directors is set out in
Section 4.5.

What are the As at the listing of the Company, the remuneration Section
Directors’ payable to the Company will be as follows: 4.6.2
salaries? (a) Mr Colin McCavana – $60,000;
(b) Mr Aaron Maurer – $250,000;
(c) Mr Mark Scolaro – $48,000; and
(d) Mr Michael Griffiths – $48,000.

11
 Further
Item Summary
information

What are the Director Shares Performance Section

Directors’ Rights 4.6.1
interests in the
Company? Colin McCavana 5,000,000 700,000

Aaron Maurer 2,000,000 2,000,000

Mark Scolaro 1,250,000 700,000

Michael Griffiths 850,000 700,000

Milestones relating to the Performance Rights are
set out in Section 4.6.1.
E. Financial Information

How has the The Company was only recently incorporated (1 Section 7
Company February 2018) and has no operating history and
performed limited historical financial performance.
over the past As a result, the Company is not in a position to
12 months? disclose any key financial ratios other than its
statement of profit and loss, statement of cash
flows and pro-forma balance sheet which is
included in the Financial Information set out in
Section 7 of this Prospectus.
Given the Company’s limited operating history,
the Board does not consider that the financial
history is a relevant guide to the future
performance post the IPO. However, the previous
financial statements, and pro forma balance
sheet are set out in Section 7 of this Prospectus.

What is the Given the current status of the Company’s Section 7

financial projects and the speculative nature of mineral
outlook for the exploration, the Directors do not consider it
Company? appropriate to forecast future earnings.
Any forecast or projection information would
contain such a broad range of potential
outcomes and possibilities that it is not possible to
prepare a reliable best estimate forecast or
projection on a reasonable basis.

F. Offer

What is being The Company is offering 25,000,000 Shares at an issue Section 3

offered? price of $0.20 to raise $5,000,000 with the right to
accept oversubscription of up to a further 10,000,000
Shares at an issue price of $0.20 to raise up to a
further $2,000,000.

What will the The Company’s capital structure on a post-Offer Section 4.9
Company’s basis is set out in Section 4.9.
capital
structure look
like after
completion of
the Offer?

12
 Further
Item Summary
information

Who is the The Company has appointed Oz Financial Section 3.7

lead manager Australia Pty Ltd (AFS Rep No. 000431191) as the
lead manager of the Offers. The Company will pay
the Lead Manager the fee as set out in Section
10.4 of this Prospectus.

What are the A summary of the material rights and liabilities Section
terms of the attaching to the Shares offered under the Offer is 11.2
Shares offered set out in Section 11.2.
under the
Offer?

Will any of the No, none of the Shares issued under the Offer will Section
Shares issued be subject to escrow. 3.12
under the
Offers be
subject to
escrow?

Will the Shares The Company will make an application to ASX for Section
issued under quotation of all Shares offered under this 3.11
the Offers be Prospectus.
quoted?

What are the The key dates of the Offer are set out in the Key Offer
key dates of indicative timetable in the Key Offer Information Information
the Offer? Section. Section
What is the Applications under the Offer must be for a Section 3.9
minimum minimum of $2,000 worth of Shares (10,000 Shares)
investment and thereafter, in multiples of $500 worth of Shares
size under the (2,500 Shares).
Offers?

Are there any Yes, the issue of Shares under the Offer will be Sections
conditions to subject to the Company completing the 3.4 and 3.5
the Offers? Acquisitions of the various tenements that it does
not own as at the date of this Prospectus, and
upon the achievement of the minimum
subscription.

G. Use of proceeds

How will the The Offer proceeds and the Company’s existing Section 3.8
proceeds of cash reserves will be used for:
the Offers be (a) mineral exploration activities and
used? development programmes on the
Company’ Projects;
(b) meet the expenses of the Offer; and
(c) funding working capital requirements,
general administration and operating costs.
Further details of which are set out in Section 3.8.

13
 Further
Item Summary
information

H. Additional information

Is there any No brokerage, commission or duty is payable by Sections

brokerage, Applicants on the acquisition of Shares under the 3.18
commission or Offer.
stamp duty However, the Company will pay a fee to the Lead
payable by Manager of 7% (ex GST) of the total amount raised
applicants? under the Prospectus together with a further cash
fee of $150,000, payable in cash and Shares at
listing.

What are the Shares issued under this Prospectus may be Section
tax subject to Australian tax on any future dividends or 3.16
implications of disposal.
investing in The tax consequences of any investment in Shares
Securities? will depend upon an investor’s particular
circumstances. Applicants should obtain their
own tax advice prior to deciding whether to
subscribe for Securities offered under this
Prospectus.

What are the To the extent applicable, considering the Section 9

corporate Company’s size and nature, the Company has
governance adopted The Corporate Governance Principles
principles and and Recommendations (3rd Edition) as published
policies of the by ASX Corporate Governance Council
Company? (Recommendations).
The Company’s main corporate governance
policies and practices as at the date of this
Prospectus are outlined in Section 9 of this
Prospectus.
The Company’s full Corporate Governance Plan is
available from the Company’s website
(www.pvwresources.com.au).
Prior to listing on the ASX, the Company will
announce its main corporate governance policies
and practices and the Company’s compliance
and departures from the Recommendations.
Where can I (a) By speaking to your sharebroker, solicitor,
find more accountant or other independent
information? professional adviser;
(b) By contacting the Company Secretary on
+61 433 570 876; or
(c) By contacting the Share Registry on 1300 288
664.

14
3. DETAILS OF THE OFFER

3.1 The Offers

Pursuant to this Prospectus, the Company invites applications for 25,000,000 Shares
at an issue price of $0.20 per Share to raise $5,000,000 (Minimum Subscription).

Oversubscriptions of up to a further 10,000,000 at $0.20 to raise a further $2,000,000

may be accepted at the discretion of the Directors. The maximum amount which
may be raised under the Offer is accordingly $7,000,000 (Maximum Subscription).

The Offers under this Prospectus consist of the Offer, which is made up of the
Priority Offer and the General Offer

All of the Shares offered under this Prospectus will rank equally with the existing
Shares on issue at the date of this Prospectus. Please refer to Section 11.2 of this
Prospectus for further information regarding the rights and liabilities attaching to
the Shares.

3.2 General Offer

The General Offer will be for:

(a) either:

(i) 15,000,000 Shares assuming Minimum Subscription; or

(ii) 25,000,000 Shares assuming Maximum Subscription; and

(b) any Shares offered pursuant to the Priority Offer that are not subscribed
for by Eligible Minotaur Shareholders by the Priority Offer Closing Date.

Therefore, if the Priority Offer is fully subscribed, either 15,000,000 Shares (assuming
Minimum Subscription) or 25,00,000 Shares (assuming Maximum Subscription) will
be offered pursuant to the General Offer. However, if no Shares are subscribed for
under the Priority Offer at the Priority Offer Closing Date then 25,000,000 Share
(assuming Minimum Subscription) or 35,000,000 Shares (assuming Maximum
Subscription) will be available for subscription pursuant to the General Offer.

3.3 Priority Offer

Of the Shares being offered under the Prospectus, 10,000,000 will be offered in
priority to shareholders of Minotaur Exploration Ltd (Minotaur Shareholders)
received before the Priority Offer Closing Date. Allocation of the Shares under the
Priority Offer to the Minotaur Shareholders will be subject to the allocation policy
set out in Section 3.10. Eligible Minotaur Shareholders are encouraged to submit
their Application Forms as soon as possible after the Opening Date.

Minotaur Shareholders will be provided with a personal code (Eligibility Code) in

a letter to be sent to each Minotaur Shareholder by Minotaur. In order to
participate in the Priority Offer, Minotaur Shareholders should inscribe their
Eligibility Code on their Application Form and submit it prior to the Priority Offer
Closing Date at the address outlined below.

The Priority Offer closes seven (7) days prior to the General Offer closes. This is to
allow the Company to accept Applications under the General Offer for Shares
not applied for (or applications not accepted by the Company) under the Priority
Offer.

15
 To the extent that subscriptions from Minotaur Shareholders exceed 10,000,000
Shares, the excess Applications will be considered as applications under the
General Offer.

3.4 Condition of the Offer

Prior to the Company listing on ASX, the Company will need to complete the
acquisition of certain Tenements under two agreements:

• Minotaur Agreement; and

• Mt Clifford Agreement,

(together the Acquisitions).

The Offer is condition upon, and no Shares will be issued until the Company is in a
position to complete the acquisition under these two agreements
contemporaneously with the issue of Shares under the Offer. Those two
agreements are summarised in the Solicitor’s Report on Tenements in Sections 2.1
and 2.2 of Part III of that report included in Section 8 of this Prospectus.

3.5 Minimum subscription

The minimum amount which must be raised under this Prospectus is $5,000,000
(Minimum Subscription). If the Minimum Subscription has not been raised within
four (4) months after the date of this Prospectus, the Company will not issue any
Securities and will repay all application monies for the Securities within the time
prescribed under the Corporations Act 2001(Cth), without interest.

3.6 Not underwritten

The Offers are not underwritten.

3.7 Lead Manager

The Company has appointed Oz Financial Australia Pty Ltd a corporate

representative (AFR No: 000431191) of Reach Financial Group (AFSL No: 333297)
as lead manager to the Offers. Details of the fees payable for these services and
the use of those fees are set out in Section 10.4 of this Prospectus.

3.8 Use of Funds

The Company intends to apply funds raised from the Offers, together with existing
cash reserves, over the first two (2) years following admission of the Company to
the official list of ASX as follows:

Minimum Maximum
Subscription % of Subscription % of
Funds available
Funds Funds
($5,000,000) ($7,000,000)
Existing cash reserves1 $1,430,000 22% $1,430,000 17%

Funds raised from the $5,000,000 78% $7,000,000 83%

Offer
Total $6,430,000 100% $8,430,000 100%

Allocation of funds

16
 Minimum Maximum
Subscription % of Subscription % of
Funds available
Funds Funds
($5,000,000) ($7,000,000)

Exploration on the $4,101,449 65% $5,651,449 67%

Company’s Projects2

Working capital and $1,557,051 24% $1,849,301 22%

administration costs
Costs of the Offer3 $771,500 11% $929,250 11%

Total $6,430,000 100% $8,430,000 100%

Notes:
1. This amount is the amount of cash held by the Company as at the date of this Prospectus
and is therefore different to the $675,273 amount shown as at 30 June 2018. Refer to the
Financial Information set out in Section 7 of this Prospectus for further details.
2. Details of the Company’s Projects are set out in Section 4 below as well as in the
Independent Geologist’s Report in Section 6. Planned expenditure on each of the
individual Projects and the rationale for the initial planned expenditure is set out in the
Independent Geologist’s Report as well as in Section 4.
3. Refer to Section 11.8 of this Prospectus for further details relating to the individual costs
associated with the Offer. In addition to these cash costs outlined above, a further amount
of costs associated with the Offer will be paid to the Lead Manager through the issue of
Shares with a total value of $50,000 based on the Offer price. Refer to Section 10.4 for
details of the terms of the Lead Manager’s mandate.

In the event the Company accepts oversubscriptions and raises more than the
Minimum Subscription of $5,000,000 but less than the Maximum Subscription of
$7,000,000, the additional funds raised will be firstly applied towards any increased
costs of the Offer, then proportionately applied towards exploration and
evaluation of the Mount Clifford Project and the Tanami West Project.

It should be noted that the Company’s budgets will be subject to modification on

an ongoing basis depending on the results obtained from exploration and
evaluation work carried out. This will involve an ongoing assessment of the
Company’s mineral interests. The results obtained from exploration and
evaluation programs may lead to increased or decreased levels of expenditure
on certain projects reflecting a change in emphasis.

The above table is a statement of current intentions as of the date of this

Prospectus. As with any budget, intervening events (including exploration success
or failure) and new circumstances have the potential to affect the manner in
which the funds are ultimately applied. The Board reserves the right to alter the
way funds are applied on this basis.

The Directors consider that following completion of the Offer, the Company will
have sufficient working capital to carry out its stated objectives. It should however
be noted that an investment in the Company is speculative and investors are
encouraged to read the risk factors outlined in Section 5.

3.9 Applications
If you wish to apply for Shares under the Offers, you may:

(a) apply online using an online Application Form and pay the application
monies electronically; or

17
 (b) complete a paper-based application using the relevant Application
Form attached to or accompanying this Prospectus or a printed copy of
the relevant Application Form attached to the electronic version of this
Prospectus.

3.9.1 How to apply

(a) Paper Application

Complete the hard copy of the Application Form accompanying the

hard copy of this Prospectus and mail or hand deliver the completed
Application Form with cheque or bank draft to the Share Registry at the
relevant address shown on the Application Form so it is received before
5.00pm (WST) on the Closing Date.

By Post To: Delivered To:

PVW Resources NL PVW Resources NL

C/- Automic C/- Automic
PO Box 2226 Level 29
STRAWBERRY HILLS NSW 2012 201 Elizabeth Street
SYDNEY NSW 2000

(b) BPAY®

Applicants in Australia may also apply for Shares by applying online at

https://automic.com.au/pvwresources.html. An Applicant must comply
with the instructions on the website. An Applicant paying the application
monies by BPAY® must use the unique BPAY® Customer Reference
Number provided.

BPAY®payments must be made from an Australian dollar account of an

Australian financial institution. Using these BPAY® details, you must:

(i) access your participating BPAY® financial institution either

through telephone or internet banking;

(ii) select to use BPAY® and follow the prompts;

(iii) enter the supplied biller code and unique customer reference
number;

(iv) enter the total amount to be paid which corresponds to the

value of Shares you wish to apply for under each Application;

(v) select which account you would like your payment to come
from;

(vi) schedule your payment to occur on the same day that you
complete your online Application Form. Applications without
payment will not be accepted; and

(vii) record and retain the BPAY® receipt number and date paid.

You should be aware that your own financial institution may implement earlier cut-
off times with regard to BPAY® or other electronic payments and you should
therefore take this into consideration when making payment. It is your

18
 responsibility to ensure that funds submitted through BPAY® or other electronic
payments are received by 5.00pm (WST) on the Closing Date.

By completing an Application Form or online application, each Applicant under

the Offer will be taken to have declared that all details and statements made by
you are complete and accurate and that you have personally received the
Application Form together with a complete and unaltered copy of the
Prospectus.

Applications for Shares must be for a minimum of 10,000 Shares and thereafter in
multiples of 2,500 Shares and payment for the Shares must be made in full at the
issue price of $0.20 per Share.

The Company reserves the right to close the Offers early.

If you require assistance in completing an Application Form, please contact the

Share Registry.

3.10 Allocation Policy

The Company retains an absolute discretion to allocate Shares under the Offer
and reserves the right, in its absolute discretion, to allot to an Applicant a lesser
number of Shares than the number for which the Applicant applies or to reject an
Application Form. If the number of Shares allotted is fewer than the number
applied for, surplus application money will be refunded without interest as soon as
practicable.

No Applicant under the Offer has any assurance of being allocated all or any
Shares applied for. The allocation of Shares by Directors will be influenced by the
following factors:

(a) the number of Shares applied for;

(b) the overall level of demand for the Offer;

(c) the desire for a spread of investors, including institutional investors; and

(d) the desire for an informed and active market for trading Shares following
completion of the Offer.

The Company will not be liable to any person not allocated Shares or not
allocated the full amount applied for.

3.11 ASX listing

Application for Official Quotation by ASX of the Shares offered pursuant to this
Prospectus will be made within 7 days after the date of this Prospectus.

If the Shares are not admitted to Official Quotation by ASX before the expiration
of 3 months after the date of issue of this Prospectus, or such period as varied by
the ASIC, the Company will not issue any Shares and will repay all application
monies for the Shares within the time prescribed under the Corporations Act,
without interest.

The fact that ASX may grant Official Quotation to the Shares is not to be taken in
any way as an indication of the merits of the Company or the Shares now offered
for subscription.

19
3.12 Escrow

Subject to the Company being admitted to the Official List, certain Shares and
Performance Rights on issue prior to the Offer will be classified by ASX as restricted
securities and will be required to be held in escrow for up to 24 months from the
date of Official Quotation. The Board does not expect that any Shares issued
under the Offer will be subject to escrow under the ASX Listing Rules.

The Company will announce to the ASX full details (quantity and duration) of the
Shares and Performance Rights required to be held in escrow prior to the Shares
commencing trading on ASX.

3.13 Issue of Securities

Subject to the Minimum Subscription to the Offer being reached and ASX granting
conditional approval for the Company to be admitted to the Official List, issue of
Shares offered by this Prospectus will take place as soon as practicable after the
Closing Date.

Pending the issue of the Shares or payment of refunds pursuant to this Prospectus,
all application monies will be held by the Company in trust for the Applicants in a
separate bank account as required by the Corporations Act. The Company,
however, will be entitled to retain all interest that accrues on the bank account
and each Applicant waives the right to claim interest.

The Directors will determine the recipients of the issued Shares in their sole
discretion. The Directors reserve the right to reject any application or to allocate
any applicant fewer Shares than the number applied for. Where the number of
Shares issued is less than the number applied for, or where no issue is made, surplus
application monies will be refunded without any interest to the Applicant as soon
as practicable after the Closing Date.

Holding statements for Shares issued to the issuer sponsored subregister and
confirmation of issue for Clearing House Electronic Subregister System (CHESS)
holders will be mailed to Applicants being issued Shares pursuant to the Offer as
soon as practicable after their issue.

3.14 Applicants outside Australia

This Prospectus does not, and is not intended to, constitute an offer in any place
or jurisdiction, or to any person to whom, it would not be lawful to make such an
offer or to issue this Prospectus. The distribution of this Prospectus in jurisdictions
outside Australia may be restricted by law and persons who come into possession
of this Prospectus should seek advice on and observe any of these restrictions.
Any failure to comply with such restrictions may constitute a violation of
applicable securities laws.

No action has been taken to register or qualify the Shares or otherwise permit a
public offering of the Shares the subject of this Prospectus in any jurisdiction
outside Australia. Applicants who are resident in countries other than Australia
should consult their professional advisers as to whether any governmental or other
consents are required or whether any other formalities need to be considered and
followed.

If you are outside Australia it is your responsibility to obtain all necessary approvals
for the issue of the Shares pursuant to this Prospectus. The return of a completed
Application Form will be taken by the Company to constitute a representation
and warranty by you that all relevant approvals have been obtained.

20
3.15 Clearing House Electronic Sub-Register System (CHESS) and Issuer Sponsorship

The Company will apply to participate in CHESS, for those investors who have, or
wish to have, a sponsoring stockbroker. Investors who do not wish to participate
through CHESS will be issuer sponsored by the Company.

Electronic sub-registers mean that the Company will not be issuing certificates to
investors. Instead, investors will be provided with statements (similar to a bank
account statement) that set out the number of Shares issued to them under this
Prospectus. The notice will also advise holders of their Holder Identification
Number or Security Holder Reference Number and explain, for future reference,
the sale and purchase procedures under CHESS and issuer sponsorship.

Electronic sub-registers also mean ownership of securities can be transferred

without having to rely upon paper documentation. Further monthly statements
will be provided to holders if there have been any changes in their security holding
in the Company during the preceding month.

3.16 Taxation

The acquisition and disposal of Shares will have tax consequences, which will differ
depending on the individual financial affairs of each investor. It is not possible to
provide a comprehensive summary of the possible taxation positions of all
potential applicants. As such, all potential investors in the Company are urged to
obtain independent financial advice about the consequences of acquiring
Shares from a taxation viewpoint and generally.

To the maximum extent permitted by law, the Company, its officers and each of
their respective advisors accept no liability and responsibility with respect to the
taxation consequences of subscribing for Shares under this Prospectus.

No brokerage, commission or duty is payable by Applicants on the acquisition of

Shares under the Offer.

3.17 Commissions payable

The Company reserves the right to pay a commission of up to 7% (exclusive of

goods and services tax) of amounts subscribed through any licensed securities
dealers or Australian financial services licensee 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 they and
the Company agree with any other licensed securities dealers or Australian
financial services licensees out of the fees paid by the Company to the Lead
Manager under the Lead Manager Mandate.

3.18 Withdrawal of Offers

The Offers may be withdrawn at any time. In this event, the Company will return
all application monies (without interest) in accordance with applicable laws.

21
4. COMPANY AND PROJECTS OVERVIEW

4.1 Background

PVW Resources NL (the Company) was incorporated as an unlisted no liability

company on 1 February 2018, for the purpose of acquiring interests in exploration
tenure and mineral rights in Western Australia and to seek a listing on the ASX. The
Company has incorporated the following three (3) subsidiary companies to hold
its respective interests in each of its three (3) main Projects:

• PVW Mt Clifford Pty Ltd;

• PVW Tanami West Pty Ltd; and

• PVW Gordon Sirdar Pty Ltd.

Subsequent to its incorporation, the Company has entered into a number of

agreements to acquire various exploration tenure and mineral rights. A summary
of the Company’s tenure and interest in exploration tenements in Western
Australia is set out in the Solicitor’s Report on Tenements in Section 8. Also in the
Solicitor’s Report on Tenements is a summary of each of the agreements related
to these tenement acquisitions and farmin arrangements (Part III of the Solicitor’s
Report on Tenements).

The Company’s projects are grouped into three distinct projects:

• Mount Clifford Project (including the Brilliant Well Project);

• Tanami West Project; and

• Gordon Sirdar Project,

(together the Projects).

Access shaft to the Mount Clifford

underground gold mine

The Company has an interest in 19 granted tenements and has applications in

place for an additional 12 tenements to increase the holdings across the Projects.

The Board’s primary objective is to generate sustainable value for Company

shareholders through drawing on the collective knowledge and expertise of the
Directors which combines proven governance, commercial, technical and
operational success to lead diligently throughout the projects’ life cycle, from
exploration through to the potential of further development and establishment of
mining operations.

The Company now seeks to raise a minimum of $5 million, and up to $7 million to

explore these exploration assets, build on previous workings undertaken within the

4882-01/2033124_11 22
 areas of the tenure, and seek to achieve exploration and development success
of the Company’s assets.

4.2 Company Projects

The Company holds a diversified land package across Western Australia which
includes tenements within the Kalgoorlie, Leonora and Tanami regions as shown
in Figure 1 below.

The Company’s full proposed exploration program is outlined in the Independent

Geologist’s Report in Section 6. It is the intention of the Board to initially target the
highly prospective Mount Clifford mining leases within the Mount Clifford Project
and utilise the known results from the small-scale underground mine, historical
knowledge of the production from the Jungle Well open cut and the limited
drilling at depth across the entire tenement package to establish a JORC resource
within the Mount Clifford Project area.

Figure 1: Company Project locations

4.2.1 Mount Clifford Project

The Mount Clifford Project is centred approximately 625km north of Perth and
60km north-northwest of Leonora in the Mt Margaret Mineral Field of Western
Australia (Figure 1). The project consists of two (2) granted mining leases, two (2)
granted exploration licence (including the Brilliant Well Tenement, and six (6)
granted prospecting licences with a total area of 126km2.

23
Included in the Mount Clifford Project Area is the Brilliant Well Project (referred to
in Section 5 of the Independent Geologist’s Report). The Brilliant Well Project
comprises one granted exploration licence covering 59.6km2.

Visible gold showing in a rock sample

collected from the Mount Clifford
underground mine area

The Company has previously completed the acquisition of M37/135 (Jungle Well
Agreement) and E/371254 (Brilliant Well Agreement). The terms of those
agreements are summarised in Part III of the Solicitor’s Report on Tenements set
out in Section 8 of this Prospectus.

The Mount Clifford Project is positioned in a prospective location in terms of a

regional geological and mineralisation setting, occurring on the boundary
between the Kalgoorlie and Kurnalpi Terranes, both of which host numerous,
known and significant gold deposits.

Figure 2: Mount Clifford Project tenements

The area covered by the Company’s six (6) prospecting licences has been held
primarily by individuals for several decades, resulting in relatively limited modern
exploration having been undertaken. Some grassroots gold exploration was
undertaken in the area during and since the 1980’s, primarily by BHP, Dominion,
Dalrymple Resources, Miralga Mining and Lionore. However, most of the
exploration was shallow with limited drilling below 60m.

24
 Image of the Jungle Well open pit

As is set out in the Independent Geologist’s Report, historical mining of the Jungle
Well gold deposit (within the Mount Clifford Project) was undertaken by
Consolidated Gold Mines (CGM) in 1996, producing 240,000t @ 2.6g/t Au which
was treated at their nearby Bannockburn plant. Approximately 20,000oz of gold
was recovered from the Jungle Well deposit during this period. The cessation of
CGM’s mining operations at Jungle Well coincided with a reduction in the gold
price. Small scale underground mining has exploited the gold deposit
intermittently from the 1900’s.

A detailed history of the areas within the Mount Clifford Project is detailed in the
Independent Geologist’s Report (Section 6). The Company’s plan is to make the
Mount Clifford Project the focus for initial expenditure given its prospectivity and
size. The strategy is to undertake a systematic, staged approach to exploration
focussing primarily on gold. At this stage, the Company does not intend to
undertake any exploration for nickel or any copper-lead-zinc deposits.

4.2.2 Tanami West Project

The Tanami West Project is located in the Kimberley region of WA, approximately
1,500km northeast of Perth and 220km south-southeast of Halls Creek in the Tanami
desert, adjacent the Northern Territory border.

The Company has entered into a farmin and join venture agreement with Orion
Metals Limited and its wholly owned subsidiary, Rich Resources Investments Pty
Ltd, to earn up to a 90% interest in the following tenements in the Tanami West
Project: E80/4029, E80/4197, E80/4558, E80/4869, E80/4919, E80/4920 and E80/4921
(Farmin Tenements). These tenements are shown in Figure 3 below.

As at the date of this Prospectus, the Company has completed the obligations to
earn its initial 35% interest in these Farmin Tenements. A summary of the terms of
the farmin and joint venture agreement is set out in Part III of the Solicitor’s Report
on Tenements included in this Prospectus included at Section 8 of this Prospectus.

25
In addition to these tenements, the Company has also applied in its own name
for a further six (6) tenements that will add to its tenure in the Tanami West Project.

Figure 3: Tanami West Project area tenements

The Coyote Gold Mine, located immediately south of the project area and
identified in Figure 3 above was discovered in 1999 by AngloGold through broad-
spaced geochemical rotary air blast (RAB) drilling. Tanami Gold NL commenced
open pit mining and milling operations in May 2006, subsequently moving to
underground operations. Mining continued until 2013 when operations ceased
and the processing plant was placed on care and maintenance. During this
period Tanami Gold also sourced ore for their Coyote mill from three (3) open pit
mining operations at the Bald Hill project area exploiting the Kookaburra,
Sandpiper and Osprey gold deposits. These three (3) gold deposits were recent
discoveries and are located immediately north of the Company’s E80/5249
tenement.

Work undertaken by the holders in 2012 involved surface geochemical rock chip
sampling at the Killi Killi East (KKE) Prospect and a reverse circulation (RC) drilling
programme at both KKE and Killi Killi West (KKW) Gold mineralisation was
intersected in three (3) holes, with a best intercept of 8m @ 4.2g/t Au from 68m in
KKO-116. Detailed information on these drilling results are included in the
annexures in the Independent Geologist’s Report (Section 6).

The Tanami tenements hold significant potential for the discovery of orogenic gold
mineralisation with numerous occurrences and deposits of this style occurring in
the surrounding district, several of which have been commercially mined in the
last 10 years.

The Company’s strategy is to continue its exploration programmes on the

tenements. These exploration activities, to the extent that they are undertaken on
the Farmin Tenements, the Company also expects to increase its interest in those
Farmin Tenements in accordance with the terms of the farmin and joint venture
agreement.

26
 Exploration activities are expected to focus on gold exploration only at this stage.

4.2.3 Gordon Sirdar Project

The Gordon Sirdar Project is centred 15km north of Kalgoorlie in Western Australia
(Figure 4). Access to the project area is via the Goldfields Highway with access to
specific tenement access available through flat terrain and open vegetation
using mining, station and exploration tracks. The Project consists of two (2) granted
exploration licences that the Company has acquired from entities associated with
Director, Colin McCavana and former Director, George Bauk, 1 exploration
licence application and five (5) prospecting licence applications applied for by
the Company, for a total area of 90km2.

Since the discovery of gold in Kalgoorlie in 1893, the surrounding area has been
subject to intense prospecting and gold mining. The Gordon Sirdar Project
tenements have likely been prospected by traditional methods over many years.
However, it appears that little effective exploration has occurred over much of
the area of the Gordon Sirdar Project (Figure 4).

The Gordon Sirdar Project is positioned in a prospective location in terms of a

regional geological and mineralisation setting, occurring within the Boorara
Domain of the Kalgoorlie Terrane within the Yilgarn Craton. There are numerous
significant gold deposits located within a 10km radius of the project boundaries.

The eastern tenements cover greenstone rocks that thrust up against the Scotia
Granitoid while the western licenses cover part of the Scotia Granitoid. Whilst
granite orogenic gold deposits are not typical of the Eastern Gold Fields, the
historic Woodcutters gold deposit (situated about 35km north of Gordon Sirdar),
sits on the same regional anticlinal structure that runs through the Company’s
tenure. Woodcutters is reported to have produced 1.4M ounces of gold and is
regarded as the largest Archean granite hosted gold system in Western Australia.

Although the Gordon Sirdar Project is expected initially to be the smaller of the
Company’s three (3) major Projects, the Company still expects to undertake a
systematic exploration programme on the Gordon Sirdar Project and believe that,
given its location, it remains a highly prospective project.

27
 Figure 4: Gordon Sirdar Project tenements

4.3 Business Model

The Company has as its primary focus gold exploration of tenements in the
Leonora (Mount Clifford Project, Tanami (Tanami West Project) and Kalgoorlie
(Gordon Sirdar Project) regions of Western Australia. The Company intends to use
latest drilling techniques along with historic results of previous exploration to
undertake a thorough and cost-effective exploration program.

Post completion of the Offer and prior to listing on ASX, the Company will
complete the acquisition of the tenements that it has not already completed.

Details of the Company’s proposed exploration programmes and expenditures

are outlined in detail in the Independent Geologist’s Report in Section 6 of this
Prospectus. The drilling programmes and budgeted expenditures outlined in the
Independent Geologist’s Report are subject to modification on an ongoing basis
and are contingent upon circumstances, results and other opportunities.
Expenditure may be reallocated as a consequence of such changes or new
opportunities arising and will always be prioritised in accordance with due regard
to geological merit and other business decisions related to the Company’s
activities. Ongoing assessment of the Company’s Projects may lead to increased
or decreased levels of expenditure on each Project depending on the outcome
of those assessments.

The Board’s strategy will be to take measured and actionable steps towards
advancing the exploration program and to identify selective, low cost, low risk
mining development and production opportunities. In addition, the Company will
continue to explore opportunities to grow its Projects by acquisition, application
or joint venturing into areas surrounding and adjacent to the Projects.

4.4 Proposed Exploration Work Programmes and Budgets

The proposed work program and exploration budget for each of the Projects set
out below are aligned with the Independent Geologist Report in Section 6 and
28
brings the initial focus on successfully listing and raising of capital pursuant to the
Offer.

Each phase of the exploration program at each of the Company’s Projects is

outlined below:

• Phase 1 will highlight the Company’s focus on quickly determining the

operational potential across the Mount Clifford Project’s mining leases.
Following listing the Company will begin an initial 5-10k meter RC and
diamond drill campaign in this area in the first quarter of 2019. This
program will incorporate twinning several historic drill holes to verify the
intersections and enable these holes to be used to develop a JORC
resource in the area. The program will also focus on determining the
continuity of the structure below the Jungle Well open cut.

• Phase 2 exploration is planned to start with a drilling program in the

Tanami West Project in the second half of 2019. This area has had limited
exploration at depth and the Company is eager to follow up a number
of previously discovered gold intercepts on the Kill Killi tenement which
need further exploration.

• Phase 3 and 4 planned exploration activities in 2020 return to the Mount

Clifford Project to further define the results found in Q1 2019. Drilling would
then begin on the Gordon Sirdar Project to further explore the structures
that have been identified in the Independent Geologist Report (Section
6).

The exploration program will be results driven and subject to review based on
actual results, interpretations, development of further exploration targets and
database modelling. The Company will run multiple scenarios based on this
information with flexibility to make changes to the work programmes and budgets
requirements will be necessary as results are received.

The proposed budgets summarised below for all Projects are considered
reasonable for the first two (2) years after listing and are aligned with the
Independent Geologist Report contained in Section 6 (refer to Section 6 of that
Report). The planned exploration is consistent with the Company’s stated
objectives and is necessary to validate historical exploration results, support actual
production results and demonstrates potential for further discovery and extension
of gold mineralisation. The Independent Geologist has expressed its opinion that
the planned expenditure is consistent with the mineral potential and status of the
Projects.

Exploration By Project - Minimum Subscription

Year 1 Year 2 Total

Activity
$ $ $

Mount Clifford and Brilliant Well 1,405,543 912,756 2,318,299

Tanami West 936,071 334,004 1,270,075

Gordon Sirdar 103,071 410,004 513,075

Total Costs 2,444,685 1,656,764 4,101,449

29
 Exploration By Project- Maximum Subscription

Year 1 Year 2 Total

Activity
$ $ $

Mount Clifford and Brilliant Well 2,005,543 1,512,756 3,518,299

Tanami West 1,286,071 334,004 1,620,075

Gordon Sirdar 103,071 410,004 513,075

Total Costs 3,394,685 2,256,764 5,651,449

4.5 Directors

Colin James McCavana – Non-Executive Chair

Colin is currently Chair and a founding Director of Northern

Minerals Limited and Chair of Reward Minerals Limited.

He has over 40 years’ experience in the mining and

resources sector and has extensive experience in
corporate management, capital raising, financing, exploration, project
development, construction and operation. He has been directly involved in the
listing of 5 public companies and has been responsible for the development and
operation of 5 gold projects.

He was responsible for the acquisition, development and operation of two open
cut/underground gold projects in the United States, developing these projects to
production of over 50,000 ounces of gold per year in less than three and a half
years.

He was responsible for the successful development and operation of three carbon
in pulp and heap leach gold projects in Western Australia.

He has extensive involvement in gold exploration and was responsible for the
acquisition and management of mineral rights over approximately 1,000 square
kilometres of gold prospects in the highly prospective Lake Victoria Goldfields of
north west Tanzania.

Aaron Maurer – Managing Director and CEO

Aaron has over 20 years operational experience as a

senior-level business executive with domestic and
international multi-commodity mining experience.

Aaron was previously the Operations Manager - Mining at

Mineral Resources Limited, where he worked for just under two years.

Aaron holds a Bachelor of Engineering (Mining) from the University of New South
Wales and a Masters of Corporate Finance through Kaplan Professional. In
addition to these tertiary qualifications, Aaron has also completed several mining
and operational statutory competencies. Aaron is skilled at achieving safety,
production and financial targets by developing committed and capable teams

30
 of professionals through the consistent application of strategic and operational
values-based leadership.

Aaron has not previously served as a director of any other ASX-listed company.

Mark Joseph Scolaro - Non-Executive Director

Mark has over 30 years’ experience as an Accountant in

Public Practice. He is the Principle of KFM Accounting
based in Subiaco, providing taxation and accounting
services. Mark started his career in business services with
Ernst & Young. His experience includes dispute resolution
on behalf of clients at the administrative appeals
tribunal, as well as public company reporting, and secretarial duties. Mark has
delivered seminars on behalf of the Australian Institute of Management (AIM) and
the MTAA.

In the past three (3) years, Mark has not served as a director of any other ASX-
listed company. Upon listing, Mark will be considered an independent director.

Michael Griffiths - Non-Executive Director

Michael is a qualified geologist, a Fellow of AusIMM and a

graduate of the Australian Institute of Company Directors
with more than 35 years of experience in the minerals and
energy sector including 20 years in Africa as a geologist
and for the past 16 years as a senior executive of ASX listed
companies operating in Africa.

Mr Griffiths has extensive experience in Australia, Canada and numerous African

countries including Tanzania, Eritrea, Mozambique and the DRC. Highlights
include the discovery of two significant gold deposits between 1998 and 2009 -
one in Tanzania (Tusker-4mozs) and a second in Eritrea (Koka-1mozs). Between
1989 -1993 Michael’s team at Otter Exploration NL discovered over 800,000 ounces
of gold in the Tanami desert (Northern Territory).

Michael was also Interim CEO of Tiger Resources Limited (Cathode Copper
production -DRC) from 2015-2017 and remains on the board of Tiger as a Non-
Executive Director.

Mr Griffiths is currently the President and CEO of Canadian listed Currie Rose
Resources Inc (TSX-V) and has over 18 years listed company experience.

4.6 Disclosure of Interests

4.6.1 Interests in Securities

Directors are not required under the Company’s constitution to hold any Shares
to be eligible to act as a Director.

At the time of listing, the Directors will have the following relevant interests in the
securities of the Company:

31
 Director Shares Performance
Rights1

Colin McCavana 5,000,0002 700,000

Aaron Maurer 2,000,000 2,000,000

Mark Scolaro 1,250,000 700,000

Michael Griffiths 850,000 700,000

Notes:
1. These Performance Rights have been issued with the following vesting milestones and
otherwise on the terms and conditions set out in Section 11.3:

Holder No. of Relevant vesting milestone

Performance
Rights to
vest

Colin McCavana 200,000 Project having a minimum of 3 significant drilling

intersections of at least 5m at 10g/t or equivalent up
to 25m @ 2g/t in 3 holes at a minimum step out of
25m x 25m

500,000 The Company achieving a JORC compliant

Resource of at least 500,000 ounces with a minimum
grade of 2g/t

Aaron Maurer 500,000 12 months’ continuous employment following the

listing of the Company and a market capitalisation
of 25% higher than at the date of listing

500,000 Project having a minimum of 3 significant drilling

intersections of at least 5m at 10g/t or equivalent up
to 25m @ 2g/t in 3 holes at a minimum step out of
25m x 25m

1,000,000 The Company achieving a JORC compliant

Resource of at least 500,000 ounces with a minimum
grade of 2g/t

Michael Griffiths 200,000 Project having a minimum of 3 significant drilling

intersections of at least 5m at 10g/t or equivalent up
to 25m @ 2g/t in 3 holes at a minimum step out of
25m x 25m

500,000 The Company achieving a JORC compliant

Resource of at least 500,000 ounces with a minimum
grade of 2g/t

Mark Scolaro 200,000 Project having a minimum of 3 significant drilling

intersections of at least 5m at 10g/t or equivalent up
to 25m @ 2g/t in 3 holes at a minimum step out of
25m x 25m

500,000 The Company achieving a JORC compliant

Resource of at least 500,000 ounces with a minimum
grade of 2g/t

2. These Shares are held by Bell Bay Investments Pty Ltd and CJ & DD McCavana as trustees
for the Colin McCavana Superannuation Fund.

4.6.2 Remuneration

The remuneration of the Directors for the current financial year after the Company
is admitted to the Official List is as set out below:

32
 Director Proposed remuneration for current financial year

Colin McCavana $60,000

Aaron Maurer $250,000

Mark Scolaro $48,000

Michael Griffiths $48,000

Notes:
Fees payable to the Directors comprise fees for salary (in relation to executive directors) and for
Directors fees including fees for additional roles that may be required of directors, such as sitting
on board committees and are inclusive of any Australian statutory superannuation payments
which may be payable.

The Company’s constitution provides that the remuneration of Non-Executive

Directors will be not more than the aggregate fixed sum determined by a general
meeting. The maximum aggregate remuneration payable to the Directors
(excluding salaries to Executive Directors) will be $300,000 per annum, post
admission to the Official List, although this may be varied by ordinary resolution of
the Shareholders in general meeting.

The remuneration of any Executive Director that may be appointed to the Board
will be fixed by the Board and may be paid by way of fixed salary or consultancy
fee.

4.7 Agreements with Directors and Related Parties

The Company’s policy in respect of related party arrangements is:

(a) a Director with a material personal interest in a matter is required to give

notice to the other Directors before such a matter is considered by the
Board; and

(b) for the Board to consider such a matter, the Director who has a material
personal interest is not to be present while the matter is being considered
at the meeting and does not vote on the matter.

The Company will report all payments made to related parties in its annual report
for each year.

4.7.1 Executive Services Agreement – Aaron Maurer

The Company and Aaron Maurer entered into an executive services agreement
(ESA) pursuant to which Mr Maurer is appointed as “Chief Executive Officer” of
the Company.

The ESA is for an indefinite term and is subject to termination on the terms outlined
in the ESA. The Company will be entitled to terminate the ESA immediately for
cause, however may otherwise terminate the ESA on two months’ notice to Mr
Maurer. Conversely, Mr Maurer may terminate the ESA at any time by giving three
months’ notice. Mr Maurer will initially be paid a salary of $250,000 per annum
(inclusive of superannuation) and is entitled to reviews of his salary as well as
performance and incentive related bonuses in accordance with the Company’s
policies around employee incentives.

33
 In addition to his salary, Mr Maurer has received 2,000,000 Performance Rights, the
vesting hurdles of which are set out in Section 4.6.1 above and otherwise the
Performance Rights terms are as set out in Section 11.3 below.

The ESA otherwise contains provisions relating to the conduct of Mr Maurer and
other provisions that are considered consistent with an agreement with a senior
executive of a publicly listed company.

4.7.2 Non-Executive Directors Appointment Letters

Colin McCavana, Mark Scolaro and Michael Griffiths have entered into
appointment letters with the Company to act in the capacity of Non-Executive
Chair, in the case of Mr McCavana, and Non-Executive Directors, in the case of
Mr Scolaro and Mr Griffiths. These Directors will receive the remuneration set out in
Section 4.6.2 above upon the Company being admitted to the Official List.

4.7.3 Deeds of indemnity, insurance and access

The Company has entered into a deed of indemnity, insurance and access with
each of its Directors. Under these deeds, the Company will agree to indemnify
each officer to the extent permitted by the Corporations Act against any liability
arising as a result of the officer acting as an officer of the Company. The
Company will also be required to maintain insurance policies for the benefit of the
relevant officer and allow the officers to inspect board papers in certain
circumstances.

4.8 Previous agreements with related parties

In relation to the agreements outlined above, the Company has previously

entered into and completed an agreement with entities associated with current
Director, Colin McCavana and former Director, George Bauk to acquire two
exploration licences that form a part of the Gordon Sirdar Project. Under the terms
of this agreement, the Company issued a total of 2,000,000 Shares to the vendors.
A summary of this agreement is included in Part III of the Solicitor’s Report on
Tenements in Section 8 of this Prospectus.

4.9 Capital Structure

The capital structure of the Company following completion of the Offer (assuming
full subscription) is summarised below:

Shares1

Number Number
(Minimum (Maximum
Subscription) Subscription)

Shares currently on issue as at the date of this 60,260,000 60,260,000

Prospectus

Shares issued pursuant to the Offer 25,000,000 35,000,000

Acquisition Shares to be issued prior to listing2 8,800,000 8,800,000

Shares to be issued to Lead Manager3 250,000 250,000

Total Shares on issue after completion of the 94,310,000 104,310,000
Offer

34
 Notes
1. The rights attaching to the Shares are summarised in Section 11.2.
2. The Company has entered into agreements to acquire various tenements that require the
Company to issue Shares as consideration for those acquisitions. The terms of the
agreements for these Acquisition are set out in Part III of the Solicitor’s Report on Tenements
set out in Section 8 of this Prospectus. The Company will issue these Shares prior to the
commencement of trading on ASX.
3. Refer to Section 10.4 for details of the terms of the Lead Manager’s mandate.

Performance Rights1

Number Number
(Minimum (Maximum
Subscription) Subscription)

Performance Rights on issue as at the date of

4,800,000 4,800,000
this Prospectus:1

Performance Rights to be issued under the

Nil Nil
Offer

Total Performance Rights on issue after

4,800,000 4,800,000
completion of the Offer

Notes
1. The terms and conditions of the Performance Rights are set out in Section 11.3.

4.10 Substantial Shareholders

Those Shareholders (and their associates) holding 5% or more of the Shares on

issue both as at the date of this Prospectus and on completion of the Offer
(assuming full subscription) are set out in the respective tables below.

As at the date of the Prospectus

Shareholder Shares % (undiluted)

The Australian Special Opportunity 6,800,000 11.28%
Fund, LP

Austyinvest Holdings Pty Ltd 5,400,000 8.96%

CJ & DD McCavana1 5,000,000 8.3%

Totode Pty Ltd2 5,000,000 8.3%

Oriental Darius Co Ltd 3,400,000 5.64%

Notes:
1. These Shares are held by CJ & DD McCavana as trustees for the Colin McCavana
Superannuation Fund and Bell Bay Investments Pty Ltd, which are both associates of one
another and of Director, Colin McCavana.
2. A company associated with former Director, Mr George Bauk.

35
 On completion of the Offer (assuming no existing substantial Shareholder subscribes
and receives additional Shares pursuant to the Offer and full over-subscription):

Shareholder Shares % (undiluted)

The Australian Special Opportunity Fund, 6,800,000 7.21%

LP

Austyinvest Holdings Pty Ltd 5,400,000 5.73%

CJ & DD McCavana1 5,000,000 5.3%

Totode Pty Ltd2 5,000,000 5.3%

Notes:
1. These Shares are held by CJ & DD McCavana as trustees for the Colin McCavana
Superannuation Fund and Bell Bay Investments Pty Ltd, which are both associates of one
another and of Director, Colin McCavana.
2. A company associated with former Director, Mr George Bauk.

The Company will announce to the ASX details of its top-20 Shareholders (following
completion of the Offer) prior to the Shares commencing trading on ASX.

4.11 Restricted Securities

Subject to the Company being admitted to the Official List, certain Shares and
Options on issue prior to the Offer will be classified by ASX as restricted securities
and will be required to be held in escrow for up to 24 months from the date of
Official Quotation. During the period in which these securities are prohibited from
being transferred, trading in Shares may be less liquid which may impact on the
ability of a Shareholder to dispose of his or her Shares in a timely manner.

The Company will announce to the ASX full details (quantity and duration) of the
Shares and Options required to be held in escrow prior to the Shares commencing
trading on ASX.

The Company confirms its ‘free float’ (the percentage of the Shares that are not
restricted and are held by shareholders who are not related parties (or their
associates) of the Company) at the time of admission to the Official List of ASX will
be not less than 20% in compliance with ASX Listing Rule 1.1 Condition 7.

4.12 Dividend Policy

The Board anticipates that significant expenditure will be incurred in the

development of the business. These activities are expected to dominate at least,
the first two-year periods following the date of this Prospectus. Accordingly, the
Company does not expect to declare any dividends during that period.

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.

4.13 Additional Information

Prospective investors are referred to and encouraged to read in its entirety the
Independent Geologist’s Report set out in Section 6.

36
5. RISK FACTORS

5.1 Introduction

The Securities offered under this Prospectus are considered highly speculative. An
investment in the Company is not risk free and the Directors strongly recommend
potential investors to consider the risk factors described below, together with
information contained elsewhere in this Prospectus, before deciding whether to
apply for Securities and to consult their professional advisers before deciding
whether to apply for Securities pursuant to this Prospectus.

There are specific risks which relate directly to the business. In addition, there are
other general risks, many of which are largely beyond the control of the Company
and the Directors. The risks identified in this section, or other risk factors, may have
a material impact on the financial performance of the Company and the market
price of the Securities.

The following is not intended to be an exhaustive list of the risk factors to which the
Company is exposed.

5.2 Company specific

(a) Exploration and development

Mineral exploration and development is a speculative and high-risk

undertaking that may be impeded by circumstances and factors beyond
the control of the Company. Success in this process involves, among
other things:

(i) discovery and proving-up, or acquiring, an economically

recoverable resource or reserve;

(ii) access to adequate capital throughout the exploration,

discovery and project development phases;

(iii) securing and maintaining title to mineral exploration projects;

(iv) obtaining required development consents and approvals

necessary for the acquisition, mineral exploration, development
and production phases; and

(v) accessing the necessary experienced operational staff, the

applicable financial management and recruiting skilled
contractors, consultants and employees.

As the Company is an early-stage exploration company, there can be no

assurance that exploration on the Projects, or any other exploration
properties that may be acquired in the future, will result in the discovery
of an economic mineral resource. Even if an apparently viable mineral
resource is identified, there is no guarantee that it can be economically
exploited.

The 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, changing
government regulations and many other factors beyond the control of
the Company.

37
(b) Objections to the grant of Tenements
One of the Company’s current exploration licence applications (E27/614)
is the subject to an objection. In addition to this one known objection,
there is a risk that objections may be lodged in the future. Any such
objections will need to be resolved before the applications may be
granted. If the Company proceeds to defend the objections, it is likely to
incur costs (including, in particular, legal costs) in doing so. These costs
may be mitigated if the Company is able to agree to a resolution with the
objectors.
If the Company is not able to resolve the dispute the subject of the
objections there is a risk that the objections will be upheld and that the
Tenements may not be granted.

(c) Transfer of Tenements

Mining Lease M37/135 (Jungle Well Tenement) is subject to a mortgage
held by the holder of the royalty relating to that Jungle Well Tenement.
The Company has recently completed the acquisition of the Jungle Well
Tenement and has assumed the obligation to pay the royalty. In order to
register the transfer of the Jungle Well Tenement with the Western
Australian Government Department, the Company will need to seek the
consent of the royalty holder, CopperCo Limited (subject to external
administration). If the Company is delayed or unable to secure the
consent of the royalty holder to the registration of the transfer, the
Company may be prevented or delayed from registering the transfer. The
Company will undertake all actions needed to try and ensure that its
interest in the Jungle Well Tenement can be properly registered with the
Western Australian Government Department.

(d) Completion of acquisitions

The Company has entered into four agreements to acquire Tenements
that have yet to be completed. While completion has not occurred,
there remains a risk that completion and the registration of those
Tenements in the name of the Company may not occur.
The Company has no reason to believe that any of the vendors would fail
to comply with the requirements of those agreements, and it is expected
that all of these agreements will be completed and the Company
acquire title to those Tenements prior to the Company listing on the ASX.

(e) Tenements subject to forfeiture

Two of the existing Tenements, P37/8517 and E37/909 are shown to be
currently subject to forfeiture for failure to meet the minimum expenditure
on those Tenements. In relation to P37/8517, as noted in the Solicitor’s
Report on Tenements, a fine ($60) has been levied against the current
holder of the tenement which is payable prior to mid-December. In
relation to E37/909, the notification has recently been recorded and the
existing holder will be entitled to work through the process for dealing
with the forfeiture notice.

38
(f) Agents and Contractors

The Company intends to outsource substantial parts of its exploration

activities pursuant to services contracts with third-party contractors. The
Company is yet to enter into these formal arrangements. The Directors
are unable to predict the risk of financial failure or default of the
insolvency of any of the contractors that will be used by the Company in
any of its activities or other managerial failure by any of the other service
providers used by the Company for any activity. Contractors may also
underperform their obligations of their contract, and in the event that
their contract is terminated, the Company may not be able to find a
suitable replacement on satisfactory terms.

(g) Litigation

The Company may in the ordinary course of business become involved in

litigation and disputes, for example with agents, contractors or third
parties in respect of land access to its Tenements. Any such litigation or
dispute could involve significant economic costs and damage to
relationships with agents, contractors and other stakeholders. Such
outcomes may have an adverse impact on the Company’s business,
reputation and financial performance.

(h) Operational Risks

The operations of the Company may be affected by various factors,

including:

(i) failure to locate or identify mineral deposits;

(ii) failure to achieve predicted grades in exploration and mining;

(iii) operational and technical difficulties encountered in mining;

(iv) insufficient or unreliable infrastructure, such as power, water and

transport;

(v) difficulties in commissioning and operating plant and equipment;

(vi) mechanical failure or plant breakdown;

(vii) unanticipated metallurgical problems which may affect

extraction costs; and

(viii) adverse weather conditions.

In the event that any of these potential risks eventuate, the Company’s
operational and financial performance may be adversely affected.

(i) Conditions to Tenements

Interests in tenements in Western Australia are governed by legislation

and are evidenced by the granting of leases and licences by the State.
The Company is subject to the Mining Act 1978 (WA) (Mining Act) and the
Company has an obligation to meet conditions that apply to the
Tenements, including the payment of rent and prescribed annual
expenditure commitments.

39
 The Tenements held by the Company are subject to annual review and
periodic renewal. While it is the Company’s intention to satisfy the
conditions that apply to the Tenements, there can be no guarantees
made that, in the future, the Tenements that are subject to renewal will
be renewed or that minimum expenditure and other conditions that
apply to the Tenements will be satisfied. Renewal conditions may include
increased expenditure and work commitments or compulsory
relinquishment of areas of the tenements comprising the Projects. There is
also a risk that the Tenement Applications will not be granted to the
Company. These events could have a materially adverse effect on the
Company’s prospects and the value of its assets.

If a tenement holder fails to comply with the terms and conditions of a

tenement, the Warden or Minister (as applicable) may impose a fine or
order that the tenement be forfeited. In most cases an order for forfeiture
can only be made where the breach is of sufficient gravity to justify
forfeiture of the tenement. In certain cases, a third party can institute
administrative proceedings under the Mining Act before the Warden
seeks forfeiture of the tenement.

(j) Crown Land

The land subject to the Tenements overlaps with Crown land, including
pastoral leases. Upon commencing mining operations on any of the
Tenements, the Company may need to consider entering into a
compensation and access agreement with the lease holders to ensure
the requirements of the Mining Act are satisfied and to avoid any disputes
arising. In the absence of agreement, the Warden’s Court determines
compensation payable. The entry into these agreements may delay the
undertaking of activities, including the development of any future mines,
and may mean that the Company cannot explore all areas that it may
prefer to explore for mineral development.

(k) Grant of Future Authorisations to Explore and Mine

If the Company discovers an economically viable mineral deposit that it

then intends to develop, it will, among other things, require various
approvals, licences and permits before it will be able to mine the deposit.
There is no guarantee that the Company will be able to obtain all
required approvals, licences and permits. To the extent that required
authorisations are not obtained or are delayed, the Company’s
operational and financial performance may be materially adversely
affected.

(l) Results of Studies

Subject to the results of exploration and testing programs to be

undertaken, the Company may progressively undertake a number of
studies in respect to the Projects. These studies may include scoping, pre-
feasibility, definitive feasibility and bankable feasibility studies.

These studies will be completed within parameters designed to determine

the economic feasibility of the Projects within certain limits. There can be
no guarantee that any of the studies will confirm the economic viability
of the Projects or the results of other studies undertaken by the Company
(e.g. the results of a feasibility study may materially differ to the results of
a scoping study).

40
 Even if a study confirms the economic viability of the Projects, there can
be no guarantee that the project will be successfully brought into
production as assumed or within the estimated parameters in the
feasibility study (e.g. operational costs and commodity prices) once
production commences. Further, the ability of the Company to complete
a study may be dependent on the Company’s ability to raise further
funds.

(m) Expenditure Risk

Expenditure may need to be incurred that has not been considered in

this Prospectus. Although the Company is not currently aware of any such
additional expenditure requirements, if such expenditure is subsequently
incurred, this may adversely affect the expenditure proposals of the
Company and its proposed business plans.

(n) Future Funding

The funds raised under the Offer are considered sufficient to meet the
immediate objectives of the Company. Further funding may be required
by the Company in the event costs exceed estimates or revenues do not
meet estimates, to support its ongoing operations and implement its
strategies. For example, funding may be needed to undertake further
exploration activities, or acquire complementary assets.

Accordingly, the Company may need to engage in equity or debt

financings to secure additional funds. Any additional equity financing
may be dilutive to Shareholders, may be undertaken at lower prices than
the Offer price or may involve restrictive covenants that limit the
Company’s operations and business strategy.

There can be no assurance that such funding will be available on

satisfactory terms or at all at the relevant time. Any inability to obtain
sufficient financing for the Company’s activities and future projects may
result in the delay or cancellation of certain activities or projects, which
would likely adversely affect the potential growth of the Company.

(o) Liquidity Risk

There is no guarantee that there will be an ongoing liquid market for

Securities. Accordingly, there is a risk that, should the market for Securities
become illiquid, Shareholders will be unable to realise their investment in
the Company.

(p) Expiry of Escrow

In the likely event that ASX imposes mandatory escrow on the Company’s
securities, a high proportion of Shares will be subject to escrow following
completion of the Offer. This would reduce liquidity in the market for the
Company’s Shares and may affect the ability of a Shareholder to sell
some or all of its Shares due to the effect less liquidity may have on
demand. An illiquid market for the Company’s Shares is likely to have an
adverse impact on the Share price.

Following the end of any escrow periods, a significant number of Shares

will become tradable on ASX. This may result in an increase in the number
of Shares being offered for sale on market which may in turn put
downward pressure on the Company’s Share price.

41
 (q) No Profit to Date

As the Company intends to invest in the exploration and development of

the Projects, the costs will be expensed in accordance with standard
accounting policies. The Directors therefore anticipate that the
Company will make losses in the foreseeable future.

Although the Directors have between them significant operational

experience, the Company’s ability to meet its objectives will be largely
reliant upon the Company’s ability to implement its current operational
plans and take appropriate action to amend those plans in respect of
any unforeseen circumstances that may arise. Investors should consider
the Company’s prospects in light of its limited financial history.

(r) Rehabilitation of Tenements

In relation to the Company’s proposed operations, issues could arise from

time to time with respect to abandonment costs, consequential clean-
up costs, environmental concerns and other liabilities. In these instances,
the Company could become subject to liability if, for example, there is
environmental pollution or damage from the Company’s exploration
activities and there are consequential clean-up costs at a later point in
time. In addition, certain tenements being acquired by the Company
have pre-existing environmental and rehabilitation costs associated with
previous workings on those tenements that the Company will become
responsible for.

(s) 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.

The Directors will closely monitor the potential effect of native title claims
involving tenements in which the Company has or may have an interest.

(t) Reliance on Key Management

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. There can be no assurance
given that there will be no detrimental impact on the Company if one or
more of these employees cease their employment.

5.3 Industry specific

(a) Contamination Risks

The mineral exploration sector operates under Australian State and

Federal environmental laws. The Company’s operations may use
hazardous materials and produce hazardous waste which may have an

42
 adverse impact on the environment or cause exposure to hazardous
materials. Despite efforts to conduct its activities in an environmentally
responsible manner and in accordance with all applicable laws, the
Company may be subject to claims for toxic torts, natural resources
damages and other damages. In addition, the Company may be subject
to the investigation and clean-up of contaminated soil, surface water
and groundwater. This may delay the timetable of the Projects and may
subject the Company to substantial penalties including fines, damages,
clean-up costs or other penalties. The Company is also subject to
environmental protection legislation, which may affect the Company’s
access to certain areas of its properties and could result in unforeseen
expenses and areas of moratorium.

(b) Metallurgy Risk

When compared with many industrial and commercial operations,

mining exploration projects are high risk. Each ore body is unique and the
nature of the mineralisation, the occurrence and grade of the ore, as well
as its behaviour during mining can never be wholly predicted. Estimations
of a mineral deposit are not precise calculations although are based on
interpretation and on samples from drilling which represent a very small
sample of the entire ore body. Reconciliation of past production and
reserves, where available, can confirm the reasonableness of past
estimates, but cannot categorically confirm accuracy of future
projections.

The applications of metallurgical test work results and conclusions to the

process design, recoveries and throughput depend on the accuracy of
the test work and assumption that the sample tests are representative of
the ore body as a whole. There is a risk associated with the scale-up of
laboratory and pilot plant results to a commercial scale and with the
subsequent design and construction of any plant.

(c) Resource and Reserve Estimates

There are no current resource or reserves identified by the Company on

the Tenements. Whilst the Company intends to undertake exploration
activities with the aim of defining a resource, no assurances can be given
that the exploration will result in the determination of a resource. Even if
a resource is identified, no assurance can be provided that this can be
economically extracted.

Resource and reserve estimates are expressions of judgement based on

knowledge, experience and industry practice. Estimates which were
valid when initially calculated may alter significantly when new
information or techniques become available. In addition, by their very
nature, resource and reserve estimates are imprecise and depend to
some extent on interpretation which may prove to be inaccurate.

(d) Land Access

There is a substantial level of regulation and restriction on the ability of

exploration and mining companies to have access to land in Australia.
Negotiations with both Native Title and land owners/occupiers are
generally required before the Company can access land for exploration
or mining activities. Inability to access, or delays experienced in
accessing, the land may impact on the Company’s activities.

43
 (e) Environmental Risks

The operations and proposed activities of the Company are subject to

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

(f) Environmental Impact Constraints

The Company's exploration programs will, in general, be subject to

approval by governmental authorities. Development of any of the
Company's properties will be dependent on the relevant project meeting
environmental guidelines and, where required, being approved by
governmental authorities.

(g) Climate Change Regulation

Mining of mineral resources is relatively energy intensive and is dependent

on the consumption of fossil fuels. Increased regulation and government
policy designed to mitigate climate change may adversely affect the
Company’s cost of operations and adversely impact the financial
performance of the Company.

(h) Insurance Risks

Insurance coverage of all risks associated with minerals exploration,

development and production is not always available and, where
available, the cost can be high. The Company will have insurance in
place considered appropriate for the Company’s needs. The Company
will not be insured against all possible losses, either because of the
unavailability of cover or because the Directors believe the premiums are
excessive relative to the benefits that would accrue. The Directors
believe the insurance they have in place is appropriate. The Directors will
continue to review the insurance cover in place to ensure that it is
adequate.

(i) Safety

Safety is a fundamental risk for any exploration and production company

in relation to personal injury, damage to property and equipment and
other losses. The occurrence of any of these risks could result in legal
proceedings against the Company and/or key personnel and substantial
losses to the Company due to injury or loss of life, damage or destruction
of property, regulatory investigation, and penalties or suspension of
operations. Damage occurring to third parties because of such risks may
give rise to claims against the Company.

5.4 General risks

(a) Economic

General economic conditions, introduction of tax reform, new legislation,

movements in interest and inflation rates and currency exchange rates
may have an adverse effect on the Company’s exploration,

44
 development and production activities, as well as on its ability to fund
those activities.

(b) Commercial Risk

The mining Industry is competitive and there is no assurance that, even if

commercial quantities are discovered, a profitable market will exist for
sales of such commodities. There can be no assurance that the quality of
the commodity will be such that the properties in which the Company
holds and interest can be mined at a profit.

(c) Commodity Price and Exchange Rate Risks

Any substantial decline in the price of gold could have a material

adverse effect on the Company.

Furthermore, international prices of gold are denominated in United

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

(d) Competition risk

The industry in which the Company will be involved is subject to domestic

and global competition. Although the Company will undertake
reasonable due diligence in its business decisions and operations, the
Company will have no influence or control over the activities or actions
of its competitors, whose activities or actions may, positively or negatively,
affect the operating and financial performance of the Company’s
projects and business.

(e) Currently no market

There is currently no public market for the Company’s Securities, the price
of its Securities is subject to uncertainty and there can be no assurance
that an active market for the Company’s Securities will develop or
continue after the Offer.

The price at which the Company’s Securities trade on ASX after listing
may be higher or lower than the Offer Price and could be subject to
fluctuations in response to variations in operating performance and
general operations and business risk, as well as external operating factors
over which the Directors and the Company have no control, such as
movements in mineral prices and exchange rates, changes to
government policy, legislation or regulation and other events or factors.

There can be no guarantee that an active market in the Company’s

Securities will develop or that the price of the Securities will increase.

There may be relatively few or many potential buyers or sellers of the

Securities on ASX at any given time. This may increase the volatility of the
market price of the Securities. It may also affect the prevailing market
price at which Shareholders are able to sell their Securities. This may result
in Shareholders receiving a market price for their Securities that is above
or below the price that Shareholders paid.

45
(f) Market conditions

Share market conditions may affect the value of the Company’s quoted
securities regardless of the Company’s operating performance. Share
market conditions are affected by many factors such as:

• General economic outlook;

• Introduction of tax reform or other new legislation;

• Interest rates and inflation rates;

• Changes in investor sentiment toward particular market sectors;

• The demand for, and supply of, capital; and

• Terrorism or other hostilities.

The market price of securities can fall as well as rise and may be subject
to varied and unpredictable influences on the market for equities in
general and resource exploration stocks in particular. Neither the
Company nor the Directors warrant the future performance of the
Company or any return on an investment in the Company.

Applicants should be aware that there are risks associated with any
securities investment. Securities listed on the stock market, and Securities
of exploration companies experience extreme price and volume
fluctuations that have often been unrelated to the operating
performance of such companies. These factors may materially affect the
market price of the Shares regardless of the Company’s performance.

(g) Taxation

The acquisition and disposal of Securities will have tax consequences,

which will differ depending on the individual financial affairs of each
investor. All potential investors in the Company are urged to obtain
independent financial advice about the consequences of acquiring
Securities from a taxation viewpoint and generally.

To the maximum extent permitted by law, the Company, its officers and
each of their respective advisors accept no liability and responsibility with
respect to the taxation consequences of subscribing for Securities under
this Prospectus.

(h) Force majeure

The Company’s projects now or in the future may be adversely affected

by risks outside the control of the Company including labour unrest, civil
disorder, war, subversive activities or sabotage, fires, floods, explosions or
other catastrophes, epidemics or quarantine restrictions.

(i) Government policy changes

Adverse changes in government policies or legislation may affect

ownership of mineral interests, taxation, royalties, land access, labour
relations, and mining and exploration activities of the Company. It is
possible that the current system of exploration and mine permitting in
Western Australia may change, resulting in impairment of rights and

46
 possibly expropriation of the Company’s properties without adequate
compensation.

(j) Regulatory risks

The Company’s exploration and development activities are subject to

extensive laws and regulations relating to numerous matters including
resource licence consent, conditions including environmental
compliance and rehabilitation, taxation, employee relations, health and
worker safety, waste disposal, protection of the environment, native title
and heritage matters, protection of endangered and protected species
and other matters. The Company requires permits from regulatory
authorities to authorise the Company’s operations. These permits relate
to exploration, development, production and rehabilitation activities.

Obtaining necessary permits can be a time-consuming process and there

is a risk that the Company will not obtain these permits on acceptable
terms, in a timely manner or at all. The costs and delays associated with
obtaining necessary permits and complying with these permits and
applicable laws and regulations could materially delay or restrict the
Company from proceeding with the development of a project or the
operation or development of a mine. Any failure to comply with
applicable laws and regulations or permits, even if inadvertent, could
result in material fines, penalties or other liabilities. In extreme cases,
failure could result in suspension of the Company’s activities or forfeiture
of one or more of the Tenements.

5.5 Investment speculative

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

Therefore, the Securities to be issued pursuant to this Prospectus carry no

guarantee with respect to the payment of dividends, returns of capital or the
market value of those Securities.

Potential investors should consider that investment in the Company is highly

speculative and should consult their professional advisers before deciding
whether to apply for Securities pursuant to this Prospectus.

47
6. INDEPENDENT GEOLOGIST’S REPORT

[commences on the following page]

48
 INDEPENDENT GEOLOGIST’S REPORT

On the Mineral Assets of

PVW Resources NL

Prepared by Indeport Pty Ltd on behalf of:

PVW Resources NL

29 October 2018

Independent Geologist’s Report – PVW Resources NL

EXECUTIVE SUMMARY
Indeport Pty Ltd (Indeport) has been commissioned by PVW Resources NL (PVW Resources)
to provide an Independent Geologist’s Report on the mineral assets of PVW Resources.
Indeport understands that PVW Resources is seeking to list on the Australian Securities
Exchange (ASX) and that this report is to be included in a prospectus (Prospectus) to be
lodged by PVW Resources with the Australian Securities and Investments Commission and
may be relied upon by shareholders and potential investors.
The mineral assets of PVW Resources are located in Western Australia and comprise 3 main
project areas; the Mt Clifford, Tanami West and Gordon Sirdar projects. In this report the
Brilliant Well area has been treated as a separate project to the Mt Clifford project due to its
different geology and prospectivity, thus 4 projects are discussed. A map showing the
location of the projects is presented in Figure 1, and the tenements which comprise the
mineral assets are detailed in Tables 1 to 4 of this report. The projects are all at the
exploration stage of development and no Mineral Resources are reported.
Indeport has completed a desktop review of the projects which involved compiling and
reviewing the project’s technical aspects, including previous work, regional geological setting,
local geology, mineralisation, exploration potential and planned exploration. The objectives
of this report are to provide a geological overview of each exploration project covering
pertinent aspects in detail appropriate to the strategic importance of the project assigned by
PVW Resources.

Mt Clifford Project
Situated 60km north-northwest of Leonora, the Mt Clifford project covers 66km2 of Archean
greenstone in a prospective setting for orogenic-style gold mineralisation and with significant
past and present gold producing deposits in the district. The project is positioned on the
boundary between the Kalgoorlie and Kurnalpi Terranes both of which host numerous
significant gold deposits. The Jungle Well and Mt Clifford deposits are the most advanced
exploration plays in the project tenements. They sit within the Keith-Kilkenny lineament
within a line of gold deposits along this structural zone from Sons of Gwalia in the south to
Thunderbox in the north and including Tower Hill, Harbour Lights, King of the Hills
(Tarmoola), Viking and numerous gold occurrences. Exploration at the Jungle Well and Mt
Clifford prospects is sufficiently advanced to design RC drilling programs in the near term
pending completion of data validation and structural analysis. The associated north-
northwest trending Clifford and Minnieritchi Faults are an attractive opportunity for target
generation work, with 10km of their strike being covered by the project tenements.
The project covers much of the Mt Clifford Ultramafic Complex which contains regionally
correlated stratigraphic packages of komatiite and has been heavily targeted by nickel
explorers in the past who have secured large tenement holdings for long periods and
undertaken extensive and intensive nickel focused exploration programs. Competition for
tenure with nickel and base metal explorers has resulted in reduced access to the ground for
specialist gold explorers and a relative under exploration in terms of gold work. Application
of gold focused analysis to the extensive regional datasets is anticipated to yield PVW
Resources with further gold targets for follow-up.
The Mt Clifford prospect, located at the southern end of the tenement package has seen small
scale underground mining intermittently from the 1900’s to the present, exploiting gold
mineralisation in the sheared contact between a felsic unit and an ultramafic sequence.
Underground operations are currently active and were inspected by Indeport.

Independent Geologist’s Report – PVW Resources NL

Significant intersections in historical RC drilling at the Mt Clifford prospect include 11m @
8.52g/t Au, 7m @ 3.81g/t Au, 5m @ 26.62g/t Au, 3m @ 13.27g/t Au, 3m @ 11.23g/t Au, 3m
@ 6.15g/t Au, 7m @ 4.28g/t Au, 12m @ 2.12g/t Au and 6m @ 1.88g/t Au. Historical resource
estimates have been determined by previous explorers.
The Jungle Well gold deposit was mined in 1996 producing 240,000t @ 2.6g/t Au which was
treated at their nearby Bannockburn plant recovering approximately 20,000oz gold.
Structure, mineralisation style and geological setting is similar to the Mt Clifford prospect
8km to the south. The Jungle Well orebody is hosted in a massive to weakly foliated
metabasalt along a north-northwest striking east dipping thrust fault zone shallowly dipping
to the east. There are two main mineralised structures: the principal fault which dips at about
60°, and a shallower splay fault which dips at 30° that is truncated by the steeper fault. The
main orebody mined was from the 30° thrust, with some ore from the 60° fault and several
other minor splay structures with poddy mineralisation. The intersection of the two
structures occurs in the southern end of the pit, plunging north at 10° to 20°.
The Jungle Well prospect offers several exploration opportunities. The mineralisation on the
flat thrust north of the pit has not been drill tested. Strong potential exists for mineralisation
below the pit with numerous significant intercepts in the deeper drill holes and little deeper
drilling. There is significant potential for repetitions of gold mineralisation to the north and to
the south of Jungle Well along a north-northwesterly strike parallel the regional structural
lineament. Anomalous gold levels has been detected along the mineralised shear for 1.2km
north.

Tanami West Project

The Tanami West project is located approximately 1500km northeast of Perth in the Tanami
desert, covering approximately 869km2 of Proterozoic rocks of the Granites-Tanami Orogen.
Regionally the Orogen has a gold endowment in excess of 10Moz. Modern exploration
started in the 1980s around historical mines in the Granite and Tanami Goldfields. Most of
the early discoveries were from the eastern part including the Callie Deposit (approximately
7Moz gold). However, significant new deposits had been discovered in the Bald Hill and
Coyote areas in the WA part of the Orogen by the late 1990s. Coyote is the largest gold
deposit in the region, located immediately south of PVW Resources’ E80/4869, and hosted in
the Killi Killi Formation.
The Killi Killi Formation underlies much of the project area and comprises thick turbiditic
successions of sandstone, siltstone, shale, chert, banded-iron formation and volcanic rocks.
These are intruded by a suite of granitoid rocks which underlie the southern tenements.
Known mineralisation within the Tanami West project tenements is confined to the Killi Killi
East and West prospects. However significant gold mineralisation occurs in the immediately
surrounding areas. To the north the Bald Hill gold deposits are hosted in the Stubbins
Formation, while to the south, the Coyote gold deposit is hosted in the Killi Killi Formation.
Gold is also encountered at the Killi Killi West prospect in association with a shear zone.
Reverse circulation (RC) drilling by Orion Metals in 2011 tested the eastern extent of a broad
anomalous gold zone as well as testing for rare earth element (REE) mineralisation. The REE
assays were disappointing however, limited gold mineralisation was intersected in 3 holes,
with a best intercept of 8m @ 4.2g/t Au from 68m in KKO-116. Further work is warranted.
The project holds significant potential for the discovery of orogenic gold mineralisation with
numerous occurrences and deposits of this style occurring in the surrounding district several
of which have been mined in the last 10 years. These deposits are hosted in similar
stratigraphy to that of the Tanami West tenements, with a number of prospective structures
having been interpreted and mapped. Cover across the project area is extensive with only

Independent Geologist’s Report – PVW Resources NL

limited exposures of older lithological units which are deeply weathered resulting in a deep
regolith profile. This cover has hampered previous explorers. Exploration will require drilling
through cover to test for geochemical and geological indicators of gold mineralisation.
Indeport consider the tenements are under explored and that opportunities exist to identify
new gold targets by undertaking regional and prospect scale exploration programs.

Gordon Sirdar Project

The Gordon Sirdar project covers 90km2 centred 15km north of Kalgoorlie in the Boorara
Domain of the Kalgoorlie Terrane within the Yilgarn Craton. The eastern tenements cover
ultramafic, mafic and felsic volcanic rocks that are thrusted against the Scotia Granitoid. The
western licences cover the southern portion of the Scotia Granitoid with thick recent cover
sediments in the south. The surrounding district contains significant past and present gold
mines including Kanowna Belle, Paddington, Woodcutters/Golden Cities, Mulgarrie and
Broadarrow. Numerous smaller historical gold mines and prospects form the Kanowna,
Gordon, Mulgarrie, Paddington and Broadarrow historical mining centres. These are all
considered to be orogenic gold deposits typical of the richly endowed greenstone belts of the
Eastern Goldfields.
Thick cover and granitoid rock types has deterred gold exploration over the Gordon Sirdar
tenement area in the past. However a large granite hosted Archaean gold system exists 35km
north – at Woodcutters. These are interpreted to be of the orogenic lode deposit style, even
though not hosted in greenstone, as is the norm for orogenic gold deposits. Historic
production for the Woodcutters field is reported as 1.4Moz of gold. The major north-
northwest striking Scotia-Kanowna anticlinal hinge trends through the Woodcutters field
south through the Gordon Sirdar project.
Indeport considers the Gordon Sirdar tenements to hold prospectivity for orogenic style gold
deposits in both granite and greenstone lithologies.

Brilliant Well Project

The Brilliant Well project is centred approximately 20km east of the Mt Clifford prospect,
40km north of Leonora covering 59.6km2 of the Agnew-Wiluna greenstone belt. It straddles
the contact between the extensive Bundarra granite pluton and greenstone stratigraphy to
the west. The north-northeast trending Deep Well Shear Zone cuts through the project area,
as a prominent zone along the granite-greenstone contact. The tenement area itself has
received a modest level of attention from previous explorers due to the dominant mapped
lithology being granite with limited greenstone present. The property contains both major
and minor structures with associated gold and, to a lesser extent, base metal anomalies. The
Deep Well Shear Zone representing a prospective target for gold mineralisation.
PVW Resources have combined the Brilliant Well project into the Mt Clifford project for
discussion and budgeting purposes.

Planned Expenditure
PVW Resources has provided to Indeport their proposed exploration expenditure for the two
year period following the capital raising. For a raising of the minimum subscription of $5M a
budget of A$4,101,449 is allocated to exploration expenditure as detailed in Table 5 of
Section 4. For a raising of the minimum subscription of $7M a budget of A$5,651,449 is
allocated to exploration expenditure as detailed in Table 6 of Section 4. PVW Resources is
intending to focus their expenditure on the Mt Clifford and Jungle Well prospects with

Independent Geologist’s Report – PVW Resources NL

significant expenditure on testing exploration targets and generating new targets over the 4
project areas, particularly Tanami West.
In Year 1 PVW Resources plan to undertake up to 10,000m of RC and diamond drilling over
the Mt Clifford project. In Year 2 PVW Resources plan to undertake drilling on the Tanami
West and Gordon Sirdar projects plus further drilling on the Mt Clifford project.
Indeport considers that the exploration strategy and programs proposed by PVW Resources
are consistent with the mineral potential and status of the projects. The proposed
expenditure is sufficient to meet the costs of the exploration programs proposed and to meet
statutory tenement expenditure requirements.

_____________________________________
Neal Leggo
BSc (Hons) Geology, MAIG, MSEG

For and on behalf of:

Indeport Pty Ltd
29 October 2018

Independent Geologist’s Report – PVW Resources NL

 TABLE OF CONTENTS
EXECUTIVE SUMMARY............................................................................................................................................... 2

1. INTRODUCTION ................................................................................................................................................ 9
1.1 Terms of Reference...................................................................................................................................................................................... 9
1.2 Tenement Status Verification ................................................................................................................................................................. 9
1.3 Qualifications and Experience ................................................................................................................................................................ 9
1.4 Independence .............................................................................................................................................................................................. 10
1.5 Specialist Declarations and Consent ................................................................................................................................................. 10
1.6 Competent Person Statement .............................................................................................................................................................. 10
1.7 Sources of Information ........................................................................................................................................................................... 11
1.8 Background Information ........................................................................................................................................................................ 11

2. MT CLIFFORD PROJECT................................................................................................................................ 13
2.1 Location ......................................................................................................................................................................................................... 13
2.2 Tenure ............................................................................................................................................................................................................ 13
2.3 Regional Geology ....................................................................................................................................................................................... 14
2.3.1 Yilgarn Craton ............................................................................................................................................................................... 14
2.3.2 Regional Geology – Mt Clifford Area ................................................................................................................................... 15
2.4 Local Geology and Mineralisation ...................................................................................................................................................... 18
2.4.1 Gold Mineralisation .................................................................................................................................................................... 20
2.4.2 Nickel and Base Metal Mineralisation ................................................................................................................................ 20
2.5 Mining History ............................................................................................................................................................................................ 21
2.6 Exploration History .................................................................................................................................................................................. 21
2.7 Current Exploration ................................................................................................................................................................................. 24
2.8 Exploration Potential and Targets ..................................................................................................................................................... 24
2.8.1 Mt Clifford Prospect ................................................................................................................................................................... 25
2.8.2 Jungle Well Prospect .................................................................................................................................................................. 29
2.9 Exploration Strategy ................................................................................................................................................................................ 32

3. TANAMI WEST PROJECT .............................................................................................................................. 33

3.1 Location ......................................................................................................................................................................................................... 33
3.2 Tenure ............................................................................................................................................................................................................ 33
3.3 Regional Geology ....................................................................................................................................................................................... 34
3.3.1 Mineralisation of the Granites-Tanami Orogen ............................................................................................................. 37
3.3.2 Mining in the West Tanami District .................................................................................................................................... 38
3.4 Local Geology and Mineralisation ...................................................................................................................................................... 38
3.4.1 Mineralisation ............................................................................................................................................................................... 40
3.5 Exploration History .................................................................................................................................................................................. 40
3.5.1 Western Tanami Project ........................................................................................................................................................... 40
3.5.2 Orion JV Tenements.................................................................................................................................................................... 41
3.6 Exploration Potential and Targets ..................................................................................................................................................... 43

Independent Geologist’s Report – PVW Resources NL

 3.6.1 Killi Killi West Gold Prospect ................................................................................................................................................. 44
3.6.2 Minor Prospects ........................................................................................................................................................................... 45
3.7 Exploration Strategy ................................................................................................................................................................................ 45

4. GORDON SIRDAR PROJECT ......................................................................................................................... 46

4.1 Location ......................................................................................................................................................................................................... 46
4.2 Tenure ............................................................................................................................................................................................................ 46
4.3 Geology and Mineralisation .................................................................................................................................................................. 47
4.3.1 Regional Mineral Deposits ....................................................................................................................................................... 50
4.4 Exploration History .................................................................................................................................................................................. 50
4.5 Current Exploration ................................................................................................................................................................................. 52
4.6 Exploration Potential and Strategy ................................................................................................................................................... 52
4.6.1 Exploration Strategy .................................................................................................................................................................. 53

5. BRILLIANT WELL PROJECT......................................................................................................................... 54

5.1 Location ......................................................................................................................................................................................................... 54
5.2 Tenure ............................................................................................................................................................................................................ 54
5.3 Geology and Mineralisation .................................................................................................................................................................. 54
5.4 Mining History ............................................................................................................................................................................................ 56
5.5 Exploration History .................................................................................................................................................................................. 56
5.6 Current Exploration ................................................................................................................................................................................. 57
5.7 Exploration Potential and Targets ..................................................................................................................................................... 57
5.8 Exploration Strategy ................................................................................................................................................................................ 57

6. PLANNED EXPLORATION EXPENDITURE .............................................................................................. 58

7. REFERENCES .................................................................................................................................................... 59
7.1 WAMEX Open File Reports – Mt Clifford Project Project ........................................................................................................ 60
7.2 WAMEX Open File Reports – Tanami West Project ................................................................................................................... 61
7.3 WAMEX Open File Reports – Gordon Sirdar Project ................................................................................................................. 62
7.4 WAMEX Open File Reports – Brilliant Well Project ................................................................................................................... 62

8. LIST OF ABBREVIATIONS ............................................................................................................................ 63

9. GLOSSARY ......................................................................................................................................................... 64
Appendix 1 - Drilling Results .......................................................................................................................................................................... 66
Appendix 2 - JORC Code Table 1 ................................................................................................................................................................... 80

LIST OF TABLES
Table 1 Tenement Schedule Mt Clifford Project ............................................................................................................................ 14
Table 2 Tenement Schedule – Tanami West Project ................................................................................................................... 33
Table 3 Tenement Schedule - Gordon Sirdar Project .................................................................................................................. 47
Table 4 Tenement Schedule .................................................................................................................................................................. 54
Table 5 Budget for PVW Resources Exploration Projects – Minimum Subscription ...................................................... 58
Table 6 Budget for PVW Resources Exploration Projects – Maximum Subscription...................................................... 58

Independent Geologist’s Report – PVW Resources NL

 LIST OF FIGURES
Figure 1 Location Map of PVW Resources Projects ....................................................................................................................... 12
Figure 2 Mt Clifford Project Tenement Location Map .................................................................................................................. 13
Figure 3 Geological Map of the Yilgarn Craton .............................................................................................................................. 15
Figure 4 Regional Geology of the Mt Clifford Area showing Major Deposits ....................................................................... 17
Figure 5 Interpretive Geology Plan of the Mt Clifford Project ................................................................................................... 19
Figure 6 TMI Aeromagnetics and Structural Interpretation - Mt Clifford Project ............................................................ 19
Figure 7 Map of Historical Gold Production - Mt Clifford Prospect ........................................................................................ 21
Figure 8 Previous Drilling on the Mt Clifford Project: 0 – 20m depth .................................................................................. 23
Figure 9 Previous Drilling on the Mt Clifford Project: 20 – 60m depth ............................................................................... 23
Figure 10 Previous Drilling on the Mt Clifford Project: > 60m depth ..................................................................................... 24
Figure 11 Photograph of the Mt Clifford Prospect ........................................................................................................................... 25
Figure 12 Plan of Historical Drill Hole Collars - Mt Clifford Prospect ...................................................................................... 27
Figure 13 Cross Section - Mt Clifford Prospect ................................................................................................................................... 27
Figure 14 Cross Section 86MCP12 - Mt Clifford Prospect .............................................................................................................. 28
Figure 15 Long Section - Mt Clifford Prospect ................................................................................................................................... 28
Figure 16 Photograph of the Jungle Well Pit North Wall - looking north-northeast ......................................................... 29
Figure 17 Plan of Jungle Well Pit showing RC Drill Hole Collars ................................................................................................ 30
Figure 18 Cross Section A-A’ Jungle Well showing significant intersections ......................................................................... 30
Figure 19 Cross Section B-B’ Jungle Well showing significant intersections ........................................................................ 31
Figure 20 Long Section C-C’ Jungle Well showing significant intersections ........................................................................... 31
Figure 21 Location Map for the Tanami West Project showing Tenements .......................................................................... 34
Figure 22 Regional Geology Map for the Granites-Tanami Orogen .......................................................................................... 35
Figure 23 Gravity Image for the western part of the Granites-Tanami Orogen .................................................................. 36
Figure 24 Structural Interpretation for Tanami West over TMI showing Gold Occurrences ......................................... 37
Figure 25 Geological Map of the Tanami West Area ....................................................................................................................... 39
Figure 26 Regional Geological Interpretation Map - West Tanami Region (HDR Salva) ................................................ 43
Figure 27 Geological Map of the Tanami West Area showing Previous Drilling .................................................................. 44
Figure 28 Gordon Sirdar Project Tenement Location Map ........................................................................................................... 46
Figure 29 Interpretive Geology of the Gordon Sirdar Area showing Major Deposits ......................................................... 48
Figure 30 Outcrop Geology Plan of the Gordon Sirdar Project .................................................................................................... 49
Figure 31 Aeromagnetic Image of the Gordon Sirdar Region...................................................................................................... 53
Figure 32 Interpretive Geology Plan of the Brilliant Well Project ............................................................................................. 55

Independent Geologist’s Report – PVW Resources NL

1. INTRODUCTION
1.1 Terms of Reference
Indeport Pty Ltd (Indeport) has been commissioned by PVW Resources NL (PVW Resources)
to provide an Independent Geologist’s Report (IGR) on PVW Resources’ mineral assets. PVW
Resources is an Australian public company with its registered office in Western Australia,
which is seeking to list on the Australian Securities Exchange (ASX) via an Initial Public
Offering. This report is to be included in a prospectus (Prospectus) to be lodged by with the
Australian Securities and Investments Commission (ASIC) and shareholders or potential
investors may rely upon this report. The funds raised will be used for the purpose of
exploration, development and evaluation of PVW Resources’ mineral assets.
The mineral assets of PVW Resources comprise the Mt Clifford, Tanami West, Gordon Sirdar
and Brilliant Well projects located in Western Australia.
A desktop review of the projects has been completed which involved compiling and
reviewing the project’s technical aspects, including previous work, regional geological setting,
local geology, mineralisation, exploration potential and planned exploration. The objectives
of this report are to provide a geological overview of each exploration project covering
pertinent aspects in detail appropriate to the strategic importance of the project assigned by
PVW Resources. This report has been compiled based on information available up to and
including 30 September 2018, any statements and opinions are based on this date and could
change over time depending on exploration results, information availability, commodity
prices and market factors. This report has been commissioned from and prepared by
Indeport for PVW Resources NL. Each statement or opinion is made by Indeport in good faith
and in the belief that it is not false or misleading. Each statement or opinion contained within
this report is based on information and data supplied by PVW Resources to Indeport, or
otherwise obtained from public searches conducted by Indeport for the purposes of this
report.
This report has been prepared for the purpose of incorporation in the Prospectus to be
prepared by PVW Resources for lodgement with the ASX. This report is not intended to be
used for any purpose beyond this and should not be relied upon for any other purpose.
This report has been prepared in accordance with the Australasian Code for Reporting of
Exploration Results, Mineral Resources and Ore Reserves - The JORC Code, 2012 Edition
(JORC Code) and the Australasian Code for Public Reporting of Technical Assessments and
Valuations of Mineral Assets – The VALMIN Code, 2015 Edition (VALMIN Code). The report
has been prepared in accordance with rules and guidelines issued by ASIC and ASX, and in
particular to ASIC Regulatory Guides 111 (Contents of Expert Reports) and 112
(Independence of Experts).

1.2 Tenement Status Verification

PVW Resources has commissioned independent legal advice regarding the status of the
tenements underlying the mineral assets that are referred to in this report. Indeport has not
reviewed the material agreements relating to the mineral assets of PVW Resources and is not
qualified to make legal representations in this regard. Specific details regarding tenements,
agreements and contracts are detailed elsewhere in the prospectus.

1.3 Qualifications and Experience

The author of this report is Mr Neal Leggo, a consultant geologist with over 30 years’
experience in minerals geology including senior management, consulting, exploration,

Independent Geologist’s Report – PVW Resources NL Page 9

resource estimation, development, underground mining and open pit mining. He has worked
in a wide variety of Australian geological terrains and within the Asia-Pacific region. He
specialises in copper, gold, silver-lead-zinc and iron ore for which he has the five years
experience required for code-compliant reporting. He also has experience with uranium,
vanadium, manganese, tin, tungsten, nickel, lithium, niobium, gemstones, mineral sands and
industrial minerals. He previously worked for CSA Global, Ravensgate, FMG, Crescent Gold,
Hatch Associates, BHP, MIMEX, Mount Isa Mines, Central Pacific Minerals and Gold Copper
Exploration. He possesses extensive knowledge of available geological, geophysical,
geochemical and exploration techniques and methodologies, combined with strong
experience in mining, feasibility study and development of mineral deposits. Mr Leggo
completed a Bachelor of Science with first class honours at the University of Queensland in
1980; is a Member of the Australian Institute of Geoscientists (Member No. 1996) and thus
holds the relevant qualifications and professional association membership required by the
ASX, JORC and VALMIN to qualify as a Competent Person as defined in the JORC Code. Since
2012 Mr Leggo has been providing consulting services to the mining industry and has
authored 10 Independent Geologist’s Reports and been a co-author for 7 Independent
Technical Project Review & Valuation reports.

1.4 Independence
The author of this report and Indeport are independent of PVW Resources, its directors,
management and advisors and have no economic or beneficial interest in any of the mineral
assets being reported on. Indeport is remunerated for this report by a professional fee
determined in accordance with a standard schedule of rates based on time charges for work
carried out, and not contingent on the outcome of this report. Fees arising from the
preparation of this report are listed elsewhere in the Prospectus.
The relationship with PVW Resources is purely one of professional association between client
and independent consultant. None of the individuals employed or contracted by Indeport are
officers or employees of PVW Resources or any group, holding or associated companies of
PVW Resources.
The report has been prepared in compliance with the Corporations Act and ASIC Regulatory
Guides 111 and 112 with respect to Indeport’s independence as experts. Indeport regards
itself as independent there being no business or professional relationships or interests which
would affect the expert’s ability to present an unbiased opinion within this report.

1.5 Specialist Declarations and Consent

The information in this report that relates to Technical Assessment of Mineral Assets reflects
information compiled and conclusions derived by Mr Neal Leggo, who is a Member of the
Australian Institute of Geoscientists. Mr Leggo is not an employee of PVW Resources. Mr
Leggo has sufficient experience relevant to the Technical Assessment of the Mineral Assets
under consideration and to the activity which he is undertaking to qualify as a Specialist as
defined in the JORC Code. Mr Leggo consents to the inclusion in the report of the matters
based on his information in the form and context in which it appears.
Consent has been sought from PVW Resources’ representatives to include technical
information and opinions expressed by them.

1.6 Competent Person Statement

The information in this report that relates to reporting of Exploration Results is based on
information compiled by and conclusions drawn by Mr Arnel Mendoza, a Competent Person
who is a Member of the Australian Institute of Geoscientists. Mr Mendoza is a consultant to

Independent Geologist’s Report – PVW Resources NL Page 10

PVW Resources. Mr Mendoza has sufficient experience that is relevant to the Exploration
Results under consideration, the style of mineralisation and types of deposit under
consideration and to the activity being undertaken to qualify as a Competent Person as
defined in the 2012 Edition of the “Australasian Code for Reporting of Exploration Results,
Mineral Resources and Ore Reserves”. Mr Mendoza consents to the inclusion in the report of
the matters based on his information in the form and context in which it appears.
The information in this report that relates to Technical Assessment of Exploration Results
and Mineral Assets is based on information compiled by and conclusions drawn by Mr Neal
Leggo, a Competent Person who is a Member of the Australian Institute of Geoscientists. Mr
Leggo is not an employee of PVW Resources. Mr Leggo has sufficient experience that is
relevant to the Technical Assessment of the Mineral Assets under consideration, the style of
mineralisation and types of deposit under consideration and to the activity being undertaken
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” and as a
Competent Person as defined in the 2012 Edition of the “Australasian Code for Reporting of
Exploration Results, Mineral Resources and Ore Reserves”. Mr Leggo consents to the
inclusion in the report of the matters based on his information in the form and context in
which it appears.

1.7 Sources of Information

The principal sources of information used to compile this report comprise technical reports
and data variously compiled by PVW Resources and their partners and consultants, publicly
available information such as ASX releases, government reports and discussions with PVW
Resources personnel. A listing of the principal sources of information are included in the
references attached to this report.
Figures used in this report have been prepared by PVW Resources or their contractors with
appropriate direction, input and review from Indeport.
Indeport undertook a site visit to the Mt Clifford project in September 2018 in the company
of PVW Resources representatives and the tenement vendors. Indeport did not carry out a
site visit to the other 3 project areas. Indeport is satisfied that there is sufficient current
information available to allow an informed appraisal to be made. Indeport is of the opinion
that no significant additional benefit would have been gained through a site visit to the other
projects given their early stage of development.
Indeport 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 also provided to PVW Resources, prior to finalisation by Indeport,
requesting that PVW Resources identify any material errors or omissions prior to its final
submission. Indeport does not accept responsibility for any errors or omissions in the data
and information upon which the opinions and conclusions in this report are based, and does
not accept any consequential liability arising from commercial decisions or actions resulting
from errors or omissions in that data or information.
Statements attributable to third parties are contained in this report which are based on
statements made in publicly available technical reports. The authors of these reports have
not provided consent for their use in this report. These statements are included in this report
in line with ASIC Instrument 2016/72.

1.8 Background Information

The Mt Clifford, Tanami West, Gordon Sirdar and Brilliant Well projects comprise the mineral
assets of PVW Resources. The projects are all located in Western Australia. A locality map of

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the projects is presented in Figure 1 below and a list of the tenements which comprise the
mineral assets is detailed in Table 1 of this report. The projects are all at the exploration stage
of development and no Mineral Resources are reported.
Figure 1 Location Map of PVW Resources Projects

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2. MT CLIFFORD PROJECT
2.1 Location
The Mt Clifford project is centred approximately 625km north of Perth and 60km north-
northwest of Leonora in the Mt Margaret Mineral Field of Western Australia (Figure 1). It is
situated on the Leonora (SH51-1) 1:250,000 map sheet and the Wildara (3041) and Weebo
(3141) 1:100,000 map sheets. The project covers portions of the Weebo, Sturt Meadows and
Tarmoola Pastoral Leases in the Leonora Shire and lies within the Mt Margaret Mineral Field.
The project area occurs between the Goldfields Highway and the Leonora-Agnew Road and is
close to the Eastern Goldfields Gas Pipeline. Numerous pastoral, mining and exploration
tracks provide access off the highway through relatively flat terrain and open vegetation. The
main land uses are cattle grazing and mining. Some infrastructure exists in the area, with
Leonora the nearest source of supplies. Several operating mines and mineral processing
plants are situated close to the project tenements.

2.2 Tenure
The project consists of 2 granted mining leases, 1 granted exploration licence and 6 granted
prospecting licences with a total area of approximately 66km2. The licence particulars are
listed in Table 1 and their location is shown in Figure 2. PVW Resources has entered into 3
separate purchase agreements to consolidate the tenement package. Details of these
agreements are provided elsewhere in the Prospectus.
Figure 2 Mt Clifford Project Tenement Location Map

Note: E37/1254 comprises the Brilliant Well project and is discussed in Section 4 of this report

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Table 1 Tenement Schedule Mt Clifford Project

Tenemen Registered Holder(s) Area Area Status End Date Expenditure

t ID Unit
E37/909 Scotia Nickel Pty Ltd 52.19 km2 Granted 3/05/2019 $70,000
M37/135 Saracen Metals Pty Limited 5.07 km2 Granted 30/12/202 $50,700
9
M37/182 Biggs, Glen Neil; Williams, 1.14 km2 Granted 29/08/203 $11,500
Norman Andrew; Williams, 0
Thomas Geoffrey
P37/8470 Biggs, Glen Neil; Williams, 0.36 km2 Granted 19/11/201 $2,000
Norman Andrew; Williams, 8
Thomas Geoffrey
P37/8517 Biggs, Glen Neil; 0.74 km2 Granted 6/05/2019 $2,433
P37/8639 Biggs, Glen Neil; Williams, 1.74 km2 Granted 19/07/202 $6,960
Norman Andrew; Williams, 0
Thomas Geoffrey
P37/8640 Biggs, Glen Neil; Williams, 1.74 km2 Granted 19/07/202 $7,000
Norman Andrew; Williams, 0
Thomas Geoffrey
P37/8641 Biggs, Glen Neil; Williams, 1.94 km2 Granted 19/07/202 $7,800
Norman Andrew; Williams, 0
Thomas Geoffrey
P37/9100 Williams, Norman Andrew; 1.17 km2 Granted 12/06/202 $4,680
Williams, Thomas Geoffrey 2
Notes: Specific details regarding the tenements and any material agreements pertaining to them are available in a
dedicated section within the Prospectus.

2.3 Regional Geology

2.3.1 Yilgarn Craton
The project is located in the Archaean Yilgarn Craton of Western Australia, which is a highly
mineralised granite-greenstone terrane with world-class deposits of gold and nickel, and
significant iron and volcanic hosted massive sulphide (VHMS) base-metal deposits (Wyche et
al., 2012). The earliest widely used subdivision of the Yilgarn Craton (Gee et al., 1981)
contained four components – the Eastern Goldfields (containing the Norseman – Wiluna
Belt), Southern Cross and Murchison Provinces; and the Western Gneiss Terrane (sub-
divided into Northwest and Southwest). According to Wyche (2007), the relationships
between these regions were enigmatic, with the boundaries not strictly based on observed
geological features (Figure 3-A).

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Figure 3 Geological Map of the Yilgarn Craton

(after Ravensgate, 2016, modified from (A) Gee et al., 1981 and (B) Pawley et al., 2012)
Cassidy et al., (2006) divided the Yilgarn Craton into terranes defined on the basis of distinct
sedimentary and magmatic associations, geochemistry and ages of volcanism. The Narryer
(formerly the Northwest Gneiss) and South West terranes in the west are dominated by
granite and granitic gneiss with minor supracrustal greenstone inliers, whereas the Youanmi
Terrane and the Eastern Goldfields Superterrane contain substantial greenstone belts
separated by granite and granitic gneiss (Wyche et al., 2012). Subsequent revision has further
subdivided the Eastern Goldfields Superterrane into four terranes from west to east the
Kalgoorlie, Kurnalpi, Burtville and Yamarna terranes (Figure 3-B; Pawley et al., 2012).
The Ida Fault (Figure 3-B), which marks the boundary between the western Yilgarn Craton
and the Eastern Goldfields Superterrane, is a major structure that extends to the base of the
crust (Drummond et al., 2000). Greenstone stratigraphies in the western Yilgarn differ from
those in the Eastern Goldfields Superterrane in such things as the relative abundance of
lithologies (especially komatiite and banded iron-formation) suggesting a substantially
different depositional regime. According to Wyche (2007), the greenstones in much of the
western Yilgarn are typically older than those in the Eastern Goldfields Superterrane. The
major mafic dominated successions in the western Yilgarn, date back to 3.0 Ga (e.g. Pidgeon
and Wilde, 1990; Geological Survey of Western Australia (GSWA), 2007), whereas the mafic
and felsic successions of the Eastern Goldfields Superterrane were largely deposited after 2.8
Ga (e.g. Barley et al., 2003; GSWA, 2007).

2.3.2 Regional Geology – Mt Clifford Area

The Mt Clifford project area is located in the southern part of the Agnew-Wiluna greenstone
belt in the Gindalbie Domain of the Kurnalpi Terrane on the boundary between the Kalgoorlie
Terrane to the west and the Kurnalpi Terrane to the east. The tectonostratigraphic setting of
the Gindalbie Domain has been the subject of debate and it is interpreted as a rifting phase of
the Kurnalpi Terrane.
The project area is covered by the GSWA’s recently completed East Yilgarn Stratigraphy
Project and by the associated seamless bedrock stratigraphic interpretation across the
Eastern Goldfields Superterrane at 1:100,000 scale. The following revised stratigraphy has

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been established by this work, and Figure 4 shows the new solid geology interpretation of
these formations.
The Gindalbie Group consists of a sequence of rhyolitic, rhyodacitic to andesitic volcanic
rocks and coeval basalt, dolerite and gabbro; metamorphosed to greenschist facies. It has
been dated to 2697 - 2671 Ma. The oldest unit of the Gindalbie Group is the Teutonic Bore
Formation (rhyolitic to andesitic volcanic rocks; coeval basalt and dolerite), followed by the
Melita Formation, Kents Bore Basalt (aphyric and feldspar-phyric basalt) and the Little
Peters Formation at the top of the sequence.
The Marshall Pool Subgroup consists of a sequence of mafic, ultramafic, sandstone, siltstone,
felsic volcanic and volcaniclastic rocks metamorphosed to greenschist facies. It has been
dated to 2720 - 2680 Ma. The oldest unit of the Marshall Pool Subgroup is the Trevor’s Bore
Formation (basalt and komatiitic basalt) followed by the Mount Leonora Formation
(sandstone, siltstone, shale, and chert; dated at 2717 +- 6Ma), Hangover Formation (basalt
with minor komatiitic basalt and interleaved felsic volcanic and sedimentary rocks), Mount
Clifford Komatiite (komatiite and komatiitic basalt with relict cumulate, olivine spinifex and
pyroxene spinifex textures), and at the top of the stratigraphy the Mount Fouracre Basalt
(basalt, with minor vesicular, amygdaloidal and komatiitic basalt).

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Figure 4 Regional Geology of the Mt Clifford Area showing Major Deposits

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The greenstone sequence is intruded by a series of granites and granitoids which are north-
south elongate and foliated (Figure 4). The granites of the Yilgarn Craton are grouped into
five main classes or types: high-Ca, low-Ca, high-HFSE, mafic and syenite. The evolution of
granite magmatism, with the exception of the high-HFSE granites, is broadly similar. High-Ca,
mafic and high-HFSE granites have equivalent timing and chemistry to specific volcanic
associations in the greenstone belts. In contrast, the youngest magmatic rocks (low-Ca and
syenite granites) have no extrusive equivalents. All granite groups are present in the western
Kurnalpi Terrane (Champion, 2006).
The greenstone stratigraphy is folded into a series of doubly plunging anticlines and
synclines, with amplitudes of 1 to 5km and north-northwest trending axes. The cores of the
anticlines are occupied by sigmoidal-shaped syntectonic granitoid stocks. These areas have
been largely preserved from deformation. Most of the strain was partitioned into number of
north to north-northwest striking crustal-scale shears which have steep dips and generally lie
along the limbs of the regional-scale folds.
The Clifford, Mineritchie and Perseverance Faults are the largest of a series of predominantly
north-northwest trending structures which form part of the Keith-Kilkenny lineament
(Figure 5). The Clifford Fault tracks along the project area and bounds the east of the Mt
Fouracre Complex and coalesces with the to the north. Ultramafic rocks of the Marshall Pool
Syncline are relatively undisturbed by structural complication to the east of the Mineritchie
Fault. The Perseverance Fault bounds the greenstone sequence on its eastern margin. The
granite-greenstone architecture, relationships and contacts are largely defined by these
tectonic zones, and the marginal zones of many of the granitoids are gneissic, indicating pre-
tectonic emplacement. The granites appear to have acted as lenticular, rigid buttresses which
have influenced the development and path of the shear zones.
Up to 6 deformational events have been recognised by structural geoscientists. These can be
summarised from oldest to youngest as:
 Regional extension with synchronous emplacement of granitoids;
 Early north-south directed thrusting and associated isoclinal folding and strong fabric;
 East-west compression, large north-northwest trending folds, regional shear zones;
 Dextral shearing, regional-scale sigmoidal granitoids;
 East-west compression, gold mineralisation, weak fabrics, minor thrusts, reverse faults,
mineralised steep faults;
 Proterozoic north-south extension, east striking normal faults and dolerite dykes.

2.4 Local Geology and Mineralisation

The Mount Clifford Project area covers a north-northwest trending belt consists of a folded
and thrust stacked sequence of volcanics and sediments, intruded by granitoid plutons. An
interpretive geology plan of the Mt Clifford Project is presented in Figure 5.
Regolith cover consists of a combination of windblown sand, colluvium and intact weathering
profiles with duricrust-derived pisolitic gravels at surface. Lateritic residuum is variably
stripped or preserved, but is in general thicker over ultramafic units and stripped over
basaltic and granitoid lithologies. The colluvial veneer is usually indurated to form an
extensive hardpan. Outcrop is generally restricted to erosional windows through the
colluvium and lateritised regolith (WAMEX a110456).
The Mt Clifford Ultramafic Complex is situated on the western margin of the Keith Kilkenny
lineament, south of Weebo Bore. It consists of a thick komatiite cumulate sequence of rocks
overlain by a sequence of thin differentiated flows.

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Figure 5 Interpretive Geology Plan of the Mt Clifford Project

Figure 6 TMI Aeromagnetics and Structural Interpretation - Mt Clifford Project

Independent Geologist’s Report – PVW Resources NL Page 19

Facing directions interpreted from olivine spinifex textured rocks across several prospects
indicates that the sequence is younging towards the northeast. The Mt Clifford Ultramafic
Complex exhibits two major faults. The Clifford Fault trending northwest-southeast is clearly
exposed as a quartz ridge with an associated zone of sheared mafics to the south and sheared
komatiite thin flows to the north; while the Minnieritchi Fault, which trends north-south,
truncates the ultramafic sequence in the west (WAMEX a86992).

2.4.1 Gold Mineralisation

The Mt Clifford project is situated in the Mt Margaret Goldfield, with significant past and
present gold producing deposits in the region (Figure 4). A line of gold deposits is distributed
along the Keith-Kilkenny lineament from Sons of Gwalia in the south to Thunderbox in the
north (just north of the map limit) including: Tower Hill, Harbour Lights, King of the
Hills(Tarmoola), Viking, and Jungle Well. Bannockburn, These are all considered to be
orogenic gold deposits typical of the richly endowed greenstone belts of the Eastern
Goldfields. Figure 4 shows the regional geology, highlighting the location of the major mines,
deposits and prospects in relation to the project tenements. Figure 5 shows the geology of the
project area, showing the location of gold prospects and deposits in and around the
tenements.
At the Viking (Mt Newman) deposit, immediately south the project tenements, St Barbara
have defined a small auriferous zone which has similar mineralisation and host lithology to
PVW Resources Mt Clifford deposit. No current mineral resource estimate is published for
Viking.

2.4.2 Nickel and Base Metal Mineralisation

The Mt Clifford-Marshall Pool Ultramafic Complex, contains regionally correlated
stratigraphic packages of komatiite consisting mainly of thick, massive bodies of olivine
orthocumulate and differentiated spinifex-textured flows. Within these packages are several
large zones of thickening, lenticular in plan, occupied by bodies of layered coarse grained
olivine adcumulates and mesocumulates. In other parts of the Kalgoorlie and Kurnalpi
Terranes accumulations of massive nickel sulphide are associated with similar sequences.
Hence the area has been heavily targeted by nickel explorers in the past who have secured
large tenement holdings for long periods and undertaken extensive and intensive nickel
focused exploration programs. The Complex hosts significant nickel sulphide mineralisation
at several nearby localities including the Marriott’s deposit (0.5Mt @ 1.8%Ni) in addition to
disseminated nickel sulphides at the Mt Newman Prospect and 107 Prospect which are
located several kilometres south of P37/8470. It consists of a thick high MgO cumulate
sequence of rocks overlain by a sequence of thin differentiated flows. Facing directions
interpreted from olivine spinifex textured rocks across several prospects indicates that the
sequence younging towards the northeast (WAMEX a83078).
To the east of the project area a cluster of base metal deposits are hosted within volcanics of
the Gindalbie Group (Figure 4) including Jaguar, Bentley and Teutonic Bore (1.5Mt @ 3.61%
Cu, 11.44% Zn, 167g/t Ag mined from a pre-mining resource of 2.15Mt @ 3.53% Cu, 11.39%
Zn, 150g/t Ag). These are interpreted as VHMS deposits (WAMEX a100522).
PVW Resources have indicated to Indeport that they do not intend to pursue any nickel or
base metal targets, as they will be focusing solely on gold exploration, therefore this IGR will
not expand on the nickel and base metal potential of the area.

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2.5 Mining History
The Jungle Well gold deposit was mined by Consolidated Gold Mines (CGM) in 1996
producing 240,000t @ 2.6g/t Au which was treated at their nearby Bannockburn plant
recovering approximately 20,000oz gold.
Small scale underground mining has exploited the Mt Clifford gold deposit intermittently
from the 1900’s to the present. The first recorded tenement was GML36/319 granted on
3/5/1898. Tunax Resources explored P37/1223 in 1985. The annual report of Tunax noted
3000t of battery sands near the old mill site indicating that the historical production
amounted to more than the 38t for 77oz Au recorded in Mines Department files (WAMEX
a15977). The Williams syndicate has mined the Mt Clifford lodes by underground
intermittently over the past 15 years producing gold under a DMP prospecting authority.
Mining is currently in progress and the surface installations were inspected by Indeport
during the site visit in September 2018.
Figure 7 Map of Historical Gold Production - Mt Clifford Prospect

2.6 Exploration History

Extensive nickel exploration was undertaken across the region during the 1960’s and 1970’s,
most notably by WMC, Seltrust, Amax and BP Minerals. The ultramafics of the Marshal Pool
area to the north and west of Mt Clifford have received attention from nickel explorers since
the 1960’s intensifying in each boom period. In the late 1990s Scotia Nickel assembled a
tenement group over this package. In 2003 LionOre acquired Scotia Nickel and their Mt
Clifford tenement group which was subsequently purchased by Breakaway Resources in
2006, who were in turn taken over by Minotaur Exploration in 2013. All 4 companies
undertook primarily nickel focused exploration programs which were of sound design and
implementation and included mapping, aerial photography, satellite imagery, aeromagnetics,
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soil, lag, rock chip and auger geochemistry, ground magnetics, many and varied
electromagnetic (EM) surveys, RAB, aircore, percussion and diamond drilling with downhole
EM surveys.
The period from 1970 to 1985 saw significant base metal exploration across the region. BP
Minerals Australia, Seltrust Australia, Chevron Exploration Corporation, Asarco, Mt Isa Mines,
Carpentaria Exploration and Pancontinental Mining Ltd focused their exploration on the
contact zone between the mafic and felsic volcanic sequences, intensified by the discovery of
the Teutonic Bore deposit. Exploration for gold during this period was scarce and drilling was
largely ineffective due to a poor understanding of the regolith in deeply weathered terrains.
In the 1985 to 1990s, Renison Goldfields and Newmont targeted greenstone sequences for
structurally controlled Archaean gold mineralisation (WAMEX a100825).
Jabiru Metals Ltd explored for base metals to the east of the project in the Teutonic Bore area
from 1997, discovering the Jaguar deposit in 2004, then further intensifying exploration until
being taken over by Independence Group in 2011. They have continued base metal
exploration but widened the work to cover gold and nickel. Tenements of the
Jabiru/Independence Teutonic Bore project have abutted but not overlapped the area of PVW
Resources Mt Clifford project. In recent years Independence has focused significant efforts on
gold exploration identifying and drill testing a number of gold targets (WAMEX a100522 and
a100852).
Some grassroots gold exploration was undertaken during and since the 1980’s, primarily by
BHP, Dominion, Dalrymple Resources, Miralga Mining and Lionore. The area covered by PVW
Resources 5 prospecting licences has been held by individuals for several decades resulting
in relatively limited modern exploration having been undertaken.
The exploration work undertaken on the Jungle Well and Mt Clifford prospects is discussed in
subsequent sections of this report.
The whole of the Mt Clifford tenement package has been largely covered by geochemical
sampling over the past 50 years with a raft of different surface sample mediums and
analytical techniques of variable quality employed. This multitude of geochemical surveys
has been reasonably effective in detecting geochemical anomalism in the regolith with scores
of anomalies assessed by follow-up survey identifying prospects and deposits. Detailed
reporting of the geochemistry has deem deemed by the author to provide be redundant for
the purposes of this report. Emphasis is placed on drilling as it is deeper drilling which will be
the key to further discovery of gold in this area.
Geophysical surveys of a variety of types and implementations have been conducted on the
Mt Clifford tenement package over the past 50 years including aeromagnetics, ground
magnetics, radiometrics, induced polarisation and particularly electromagnetics including
downhole EM. The geophysics has mostly been in the search for nickel and base metal
deposits and holds less relevance to the search for gold. Detailed reporting of the geophysics
has deem deemed by the author to provide be redundant for the purposes of this report.
PVW Resources have been working on compiling the historical exploration data into a
comprehensive database since acquiring the various components of the tenement package.
However this is a major undertaking and will take a considerable effort and time to complete
with appropriate levels of validation and assessment. At this stage the compilation is
incomplete. Under Indeport’s direction, the effort has been concentrated on drilling data to
establish the existing coverage, particularly to asses the amount and location of deeper
drilling.

Independent Geologist’s Report – PVW Resources NL Page 22

Figure 8 Previous Drilling on the Mt Clifford Project: 0 – 20m depth

Figure 9 Previous Drilling on the Mt Clifford Project: 20 – 60m depth

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Figure 10 Previous Drilling on the Mt Clifford Project: > 60m depth

2.7 Current Exploration

Since acquiring the project in 2018, PVW Resources has commenced compilation of past
exploration data, construction of a database of historical drill data, GIS development,
statutory reporting and field reconnaissance over the Mt Clifford project. PVW Resources has
indicated to Indeport that this work is ongoing and will form the basis of detailed target
assessment and exploration program design moving forward.

2.8 Exploration Potential and Targets

The Mt Clifford project is positioned in a prospective location in terms of a regional geological
and mineralisation setting, occurring on the boundary between the Kalgoorlie and Kurnalpi
Terranes both of which hosts numerous significant gold deposits. There is a very large
dataset available from over 50 years of mineral exploration, which will take a significant
effort to document, review and analyse in detail. Never-the-less several drill targets have
already been identified with plans established for drill testing of these in early 2019.
Much of the previous exploration has been focused on nickel and base metals, thus it is
possible indications of gold mineralisation has to some extent been overlooked. Competition
for tenure with nickel and base metal explorers has resulted in reduced access to the ground
for specialist gold explorers and a relative under exploration in terms of gold work.
There is some potential for discovery of further targets through regional exploration over
areas where prospective Archaean lithologies are concealed under Cenozoic cover.
Application of gold focused analysis to the extensive regional datasets is anticipated to yield
further targets for follow-up. PVW Resources have identified two areas of previous gold

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mining activity which hold potential for additional gold mineralisation at depth, in strike
repetitions and in structural targets. These are discussed in detail in the following sub-
sections.

2.8.1 Mt Clifford Prospect

The Mt Clifford gold prospect is located at the southern end of PVW Resources tenement
package. The author of this report, Neal Leggo, undertook a site visit to this location in
September 2018 as part of this independent reporting exercise. The observations made
during this inspection were able to confirm the information here reported.
Figure 11 Photograph of the Mt Clifford Prospect

Panoramic looking southwest towards the Mt Clifford Prospect from Mount Clifford peak
The prospect is hosted by the Mt Clifford Komatiite, a thick pile of spinifex-textured
ultramafic lavas, close to the contact with the Hangover Formation (Figure 8). Coarse grained
ultramafic rocks in the area are generally peridotites though some dunites are present.
Altered ultramafic rocks are talc-carbonate-chlorite-serpentinite rocks and are found
throughout the tenement. Felsic dykes and quartz-carbonate veins are also common.
Considerable displacement of lithologies at the prospect is associated with the Clifford Fault
which passes through the tenements. It is marked by a zone of strong shearing and truncation
of the easterly trending structures on the western side of the fault.
An extensive set of workings, dating back to 1895-1910 period, exploited gold mineralisation
in the sheared contact between a felsic unit and the ultramafic sequence, veined with quartz
and iron-carbonate. The ultramafic rocks have moderate to intense quartz-iron-carbonate
stockwork and sulphidic stockwork. The mineralised structures are generally oriented 40° to
50° towards the northeast or east. The outcrops on Battery Hill and Mount Clifford have
spines of white buck quartz up to a metre in width (Figure 11). Mount Clifford quartz blow
orientation is 65°E/155°, whilst Battery Hill is orientated 66°E/124°. Both hills have
subsidiary shears, extending from their eastern flanks oriented at 75°NE/115° both in
parallel and en echelon arrangement.
The Mt Clifford prospect is held under M37/182 which was pegged by the Williams syndicate
as P37/1223 in 1984 and converted to a mining lease in 1988. The area saw intense
exploration in this period through a series of JV’s with mining companies.
Tunax Resources explored P37/1223 in 1985 (WAMEX a15977) described the sequence as
serpentinite, trachyte, talc-carbonate ultramafic, dolomite. Tunax drilled 16 open hole
percussion holes for 357m testing the zone of historical mining and prospecting, intersecting
narrow (2-4m) mineralised zones with 3 holes intersecting historical workings/stopes.

Independent Geologist’s Report – PVW Resources NL Page 25

CRAE explored the prospect during 1986 undertaking RAB (147 holes for 1315 m) and RC
(19 holes for 675 m) drilling. Significant RAB drilling intersections included 2m @ 1.61g/t Au
from 4m in hole MCR092 and 4m @ 1.51g/t Au from 8m in hole MCR103. Best RC drilling
intersection was 7m @ 3.81g/t au from 31m in hole 86MCP15. CRAE concluded that the
mineralised body indicated by the drilling did not present an economically viable target and
no further work was recommended (WAMEX a20378).
Hillmin Gold Mines explored the prospect during 1988 (WAMEX a24086 and a27851)
undertaking detailed surveying and sampling of the historical workings, RC (19 holes for 675
m) and diamond (2 HQ3 holes for 53.5m) drilling, analysing 633 samples for gold by fire
assay. Metallurgical test work by a Perth laboratory on 2 composite samples yielded positive
results. Cyanidation bottle toll tests on the high grade (20g/t Au) samples returned
recoveries of between 86% and 89% using standard chemical loadings and grind size. The
surveying and sampling of the historical workings yielded 57 structurally and lithologically
controlled channel samples taken both horizontally and vertically, and where possible,
normal to the observed geology. Of these 57 samples, 25 returned results of 1g/t Au or
greater. The highest grades were found in shears in mafic rocks and along the sheared
contact between mafic schist and felsic intrusives.
Dalrymple Resources explored during 1995-96 (WAMEX a52742) naming it the Williams
Prospect and undertaking a ground magnetic survey, satellite image interpretation, a TEM
survey (over the nearby Salute prospect), soil sampling RAB drilling (118 holes for 1492m),
RC drilling (17 holes for 1468m). RC samples were assayed for Au, Pt and Pd as 5m
composites by Ultratrace, and then the best intercepts were re-assayed as 1m splits using
ICP-OES. Dalrymple drilled deeper and intersected fresh mineralisation. A sulphidic quartz-
feldspar porphyry was intersected in several holes with maximum drilled thickness of 7m in
hole WILRC9701. Sulphides of dominantly pyrite with minor arsenopyrite and chalcopyrite
were also identified in talc-chlorite and talc-carbonate schists in low percentages with higher
percentages where silicified. Silica replacement as quartz carbonate was logged in several
holes.
The locations of drill hole collars and paths for all the historic drilling at the prospect are
shown on plan in Figure 12. Significant intersections in the historical RC drilling include: 11m
@ 8.52g/t Au, 7m @ 3.81g/t Au, 5m @ 26.62g/t Au, 3m @ 13.27g/t Au, 3m @ 11.23g/t Au,
3m @ 6.15g/t Au, 7m @ 4.28g/t Au, 12m @ 2.12g/t Au and 6m @ 1.88g/t Au. A full listing of
significant intersections is provided in Appendix 1. Some of these intersections are illustrated
in the following cross sections Figure 13 and Figure 14 and in long section Figure 15.
Historical resource estimates have been determined by previous explorers.

Independent Geologist’s Report – PVW Resources NL Page 26

Figure 12 Plan of Historical Drill Hole Collars - Mt Clifford Prospect

Collar statistics for all historical RC drill holes are provided in Appendix 1, along with a listing
of all significant intersections in the gold assay results. Commentary on the JORC Table 1
criteria for Mt Clifford historical exploration data are provided in Appendix 2.

Figure 13 Cross Section - Mt Clifford Prospect

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Figure 14 Cross Section 86MCP12 - Mt Clifford Prospect

Figure 15 Long Section - Mt Clifford Prospect

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2.8.2 Jungle Well Prospect
The Jungle Well deposit is located 8km northeast of Mt Clifford on M37/135 was mined by
Consolidated Gold Mines (CGM) in 1996 producing 240,000t @ 2.6g/t Au which was treated
at their nearby Bannockburn plant recovering approximately 20,000oz gold. CGM went into
administration 1998 and no further work was completed for a considerable period. The
author undertook a site visit to this location in September 2018. The observations made
during this inspection were able to confirm the information here reported.
Figure 16 Photograph of the Jungle Well Pit North Wall - looking north-northeast

Structure, mineralisation style and geological setting is similar to the Mt Clifford prospect.
The Jungle Well orebody is hosted in a massive to weakly foliated metabasalt along a north-
northwest striking east dipping thrust fault zone shallowly dipping to the east. There are two
main mineralised structures: the principal fault which dips at about 60°, and a shallower
splay fault which dips at 30° that is truncated by the steeper fault. The main orebody mined
was from the 30° thrust, with some ore from the 60° fault and several other minor splay
structures with poddy mineralisation. The intersection of the two structures occurs in the
southern end of the pit, plunging north at 10° to 20°.
The mineralised zone is 3 to 10m thick and associated with minor quartz veining and pyrite.
In the weathered zone, the mineralisation is significantly bleached with leaching of gold
noted in the upper saprolite (which has significance for interpreting shallow exploration
drilling in this district). The oxide zones vary from 45 to 60m in thickness and the transition
zone of 10 to 20m thickness. The ore zones are clay-rich with ferruginous alteration and
contain up to 50% silica. Fresh ore is sheared, altered metabasalt with pyritic quartz veining.
Higher grade zones are generally 1-3m in thickness and display a pod-like nature (WAMEX
a87928).
Exploration drilling from the discovery phase of the early 1980’s by Triton Resources is
poorly recorded in surviving documentation. Comprehensive handwritten logs exist in open
file reports for the additional RC definition drilling undertaken by Australian Goldfields
during mid-1990’s. Production records for the Jungle Well open pit are not available. The
project database does contain some grade control drill hole data.
Only limited exploration has been undertaken since mining operations stopped in 1996.

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Figure 17 Plan of Jungle Well Pit showing RC Drill Hole Collars

The outline of the historical pit is shown in yellow. Locations of sections are shown as A-A’,B-B’,C-C’. Refer to
Appendix 1 for coordinates of all Jungle Well drill hole collars.
The following three sections illustrate the exploration potential of the Jungle Well prospect
which comprises several opportunities.
Figure 18 Cross Section A-A’ Jungle Well showing significant intersections

Note: Only intersections which are still in situ are shown (i.e. have not been mined).

Independent Geologist’s Report – PVW Resources NL Page 30

Figure 19 Cross Section B-B’ Jungle Well showing significant intersections

Figure 20 Long Section C-C’ Jungle Well showing significant intersections

Mineralisation on the flat thrust north of the pit has not been drill tested. Gold mineralisation
is open to the south and sparsely tested with drilling. Strong potential exists for
mineralisation below pit with numerous significant intercepts in the deeper drill holes as
illustrated in Figure 18 a northern cross section, Figure 19 a southern cross section and

Independent Geologist’s Report – PVW Resources NL Page 31

particularly Figure 20 a long section which shows the numerous significant gold intercepts
below the CGM open pit.
There is significant potential for repetitions of gold mineralisation to the north and to the
south of Jungle Well along a north-northwesterly strike parallel the regional structural
lineament. Anomalous gold levels has been detected along the mineralised shear for 1.2km
north.
Collar statistics for all historical RC drill holes for Jungle Well are provided in Appendix 1,
along with a listing of all significant intersections in the gold assay results. Commentary on
the JORC Code Table 1 criteria for Jungle Well historical exploration data are provided in
Appendix 2.

2.9 Exploration Strategy

PVW Resources has indicated to Indeport that they will undertake a systematic, staged
approach with respect to their exploration program for their Mt Clifford project focusing
primarily on gold and based on an orogenic model of deposit formation. No exploration for
nickel or copper-lead-zinc will be undertaken.
Significant previous exploration has been undertaken across the Mt Clifford project area and
PVW Resources will maximise the usefulness of this asset by undertaking thorough research
in compiling and analysing the available data, developing an exploration database, field
checking anomalous localities, assessing the economic potential of the known deposits.
Specific exploration plans for Mt Clifford which PVW are developing include:
 Preliminary review of previous exploration data and structural mapping has confirmed
potential for gold mineralisation along the Clifford –Jungle Well structural corridor.
Geochemical and geophysical programs will be planned to develop drilling targets
focused on this prospective corridor.
 The Mt Clifford deposit will be investigated using a two pronged attack. Structural
analysis of 3D geological data using Spadis geospatial software will develop models for
locating high grade shoots within the mineralised zone. Infill and extensional RC drilling
will be employed to determine the potential for open pit development.
 Re-evaluation of the Jungle Well open pit and exploration data focusing on potential
gold mineralisation at depth and along strike to the north and south.
The Mt Clifford and Jungle Well prospects have been earmarked for RC and diamond drilling
in early 2019 as part of their Phase 1 drilling program. This program will incorporate
twinning several historic drill holes to verify intersections in historical drill holes. This may
enable historical holes to be used in future Mineral Resource estimation. The program will
test structurally defined targets at both prospects. Several holes will be drilled with the aim
of determining the continuity of mineralisation below the Jungle Well open cut.
Indeport considers that the exploration strategy proposed by PVW Resources is consistent
with the good mineral potential and prominent status of the Mt Clifford project within their
portfolio of mineral assets.

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3. TANAMI WEST PROJECT
3.1 Location
The Tanami West project is located in the Kimberley region of WA, approximately 1500km
northeast of Perth, 220km south-southeast of Halls Creek in the Tanami desert, adjacent the
Northern Territory (NT) border. It is situated on the Billiluna 1:250,000 map sheet and the
Watts and Balwina 1:100,000 map sheets. The project areas overlie Unallocated Crown Land,
with no pastoral leases. Access from Alice Springs is via the unsealed Tanami Road which
runs east-west through the south end of the project area. Access from Halls Creek is via Ruby
Plains and Billiluna stations. Access within the tenements is often difficult through rocky
terrain using sparse pastoral and exploration tracks. The project is remote with little
infrastructure in the area. The Balgo community is the nearest established town and is
located approximately 100km to the southwest of the project area.
The Western Tanami Project area is predominantly covered by low, undulating hills and
extensive plains with very sparsely outcropping Tanami Group sedimentary rocks. The
extensive plains are bordered by high scarps and ranges of flat-lying Proterozoic sandstones.
The extensive flatlands and low rises are dominated by spinifex with acacia thickets and
scattered stands of eucalyptus species. The scarps support little other than spinifex, sparse
acacias and rare stunted eucalyptus. Occasional springs and ephemeral waterholes occur
close to the ranges.

3.2 Tenure
The Tanami West project consists of 7 granted exploration licences and 6 exploration licence
applications, comprising 269 blocks and covering approximately 869km2. The license details
are listed in Table 2 and shown in Figure 22.
Table 2 Tenement Schedule – Tanami West Project

Tenemen Registered Holder Status Area Area End Date Expenditure

t ID blocks km2
E80/4029 Rich Resources Investments Granted 10 32.3 15/04/2019 $70,000
E80/4197 Rich Resources Investments Granted 3 9.7 14/10/2019 $50,000
E80/4558 Rich Resources Investments Granted 5 16.1 12/12/2022 $30,000
E80/4869 Rich Resources Investments Granted 61 197.1 16/05/2021 $61,000
E80/4919 Rich Resources Investments Granted 22 71 16/05/2021 $22,000
E80/4920 Rich Resources Investments Granted 3 9.7 16/05/2021 $15,000
E80/4921 Rich Resources Investments Granted 3 9.7 16/05/2021 $15,000
E80/5187 PVW Resources Application 26 84 N/A N/A
E80/5188 PVW Resources Application 1 3.1 N/A N/A
E80/5189 PVW Resources Application 5 16.2 N/A N/A
E80/5190 PVW Resources Application 8 25.9 N/A N/A
E80/5249 PVW Resources Application 57 184.4 N/A N/A
E80/5250 PVW Resources Application 65 210 N/A N/A

Notes: Specific details regarding the tenements and any material agreements pertaining to them are available in a
dedicated section within the Prospectus.

Independent Geologist’s Report – PVW Resources NL Page 33

Figure 21 Location Map for the Tanami West Project showing Tenements

PVW Resources have entered into a Joint Venture with Orion Metals Ltd (100% owner of Rich
Resources Investment Pty Ltd) to explore 7 exploration licences detailed in Table 2. PVW
Resources have entered into negotiations with the Native Title groups pertinent to the
project area to gain access to undertake exploration activities. No exploration can take place
until agreements are finalised.

3.3 Regional Geology

The project area is underlain by rocks of the Granites-Tanami Orogen, a Paleoproterozoic
aged component of the North Australian Craton which chiefly consists of tightly folded,
greenschist facies rocks. The Orogen spans the border between WA and the NT covering an
area of approximately 250km by 100km. The oldest dated rocks in the region are Archean
orthogenesis from the Billabong Complex (2514±3 Ma). Paleoproterozoic supracrustal
sequences overlie Archean terranes, and are intruded granitic rocks (ca. 1795 Ma) and
subsequently covered by post orogenic Late Paleo- to Neoproterozoic rocks. Figure 22
displays an interpretation of the solid geology of the region, major structures and mineral
occurrences.
The Tanami Group (1864–1844 Ma), which includes the Stubbins and Killi Killi Formations,
comprises the oldest exposed Paleoproterozoic rocks in the western part of the Granites-
Tanami Orogen and comprise thick turbiditic successions of sandstone, siltstone, shale, chert,
banded-iron formation, and volcanic rocks. The Stubbins Formation consists of banded iron
formation, iron-rich siltstone and shale, carbonaceous shale, chert, pillow basalt and
contemporaneous dolerite sills, and rare rhyolite. The Stubbins Formation includes the 200m
thick Bald Hill Member at the top of the formation. A correlative of the Stubbins Formation is
the Dead Bullock Formation in the NT.

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Figure 22 Regional Geology Map for the Granites-Tanami Orogen

These formations are conformably overlain by the Killi Killi Formation a 5km thick turbiditic
succession having a predominantly granitic provenance with some subsidiary mafic volcanic
input. Subsequently, sedimentary and volcanic rocks of the Ware Group (1825–1800Ma)
were deposited in the eastern part of the Orogen (Joly et al, 2012).
The supracrustal rocks are intruded by a suite of granitoid rocks. Research studies suggest
that these granites are derived from partial melting of an Archean basement, and emplaced at
1795±3Ma. Therefore, they are broadly synchronous with gold mineralisation and the peak
of metamorphism. The granites are interpreted to have been generated during the postulated
continent-continent collision of the Granites-Tanami Orogen with the Arunta Orogen. Two
clearly mappable deformation events D1 and D2 have been defined in the western portion of
the Orogen (Bagas et al., 2009, 2010).
All of the above rocks are unconformably overlain by the 1.3km thick late Paleoproterozoic
Pargee Sandstone, which, in turn, is unconformably overlain by Meso- to Neoproterozoic
sandstone, siltstone, shale, and carbonate of the 6km thick Birrindudu Group. The Redcliff
Pound Group, which was subsequently deposited at around 1,000Ma.

Independent Geologist’s Report – PVW Resources NL Page 35

The D1 deformation was an east-west compressional event dated at around 1850Ma
characterised by northerly trending isoclinal folds associated with common layer-parallel
foliation that is at an acute angle to bedding at fold hinge zones, thrust and transpressional
faults and greenschist metamorphism. The subsequent D2 event is broadly synchronous with
granite emplacement around 1795Ma, characterised by north-over-south thrusting and tight
folding in response to north-south compression. The folding at Bald Hill and the Coyote
anticlines is D2 (Bagas et al., 2009).
Figure 23 Gravity Image for the western part of the Granites-Tanami Orogen

Figure 23 and Figure 24 provide examples of the numerous high quality regional data sets
available for the Tanami region from the government surveys; a images of regional gravity
data and aeromagnetic data respectively A structural interpretation is draped over the total
magnetic intensity (TMI) aeromagnetics. Conjunctive 4D modelling of this available
geological, geochronological, and geophysical data by Joly et al. (2010) led to the
development of a new structural map of the Orogen, and the structural elements depicted in
Figure 25 follow this interpretation. This 4D modelling suggests that the Orogen forms an
imbricated crust developed on a partially inverted south-dipping, rifted Archean basement.

Independent Geologist’s Report – PVW Resources NL Page 36

Figure 24 Structural Interpretation for Tanami West over TMI showing Gold
Occurrences

3.3.1 Mineralisation of the Granites-Tanami Orogen

Huston et al. (2007) reported a gold endowment (total resources including historical
production) in excess of 10Moz for the Granites-Tanami Orogen. The major gold deposits of
the region are classified as orogenic deposits and their distribution is shown on Figure 25.
Modern exploration started in the 1980s around historical mines in the Granite and Tanami
Goldfields. Most of the early discoveries were from the eastern part including the Callie
Deposit (approximately 7Moz Au; Williams, 2007). However, significant new deposits had
been discovered in the Bald Hill and Coyote areas in the WA part of the Orogen by the late
1990s.
The Stubbins Formation hosts the Bald Hill deposits in a sequence of turbiditic mafic volcanic
rocks and tholeiitic dolerite sills (Figure 25). The Kookaburra deposit forms a saddle reef
within a syncline, while the Sandpiper deposit is localised within metasedimentary rocks
along the limbs of an anticline. Gold in the Kookaburra and Sandpiper deposits is apparently
structurally controlled, hosted by anastomosing quartz veins within quartz-sericite schist.
The auriferous veins are interpreted to have been emplaced before or during the D2 tectonic
event (Bagas et al., 2007, 2009). However an important lithological control is recognised for
gold in the iron-rich Stubbins Formation, with sulphidation reactions with the ferruginous
wall rocks interpreted to play an important role in the deposition of gold, along with
structural controls (Joly et al, 2012). The Osprey deposit, also located in the Bald Hills, is
localised within folded quartz dolerite of the Lower Stubbins Formation. Primary
mineralisation is related to axial planar shearing and associated quartz veining within an
antiformal hinge zone.

Independent Geologist’s Report – PVW Resources NL Page 37

Coyote is the largest gold deposit in the region, located immediately south of PVW Resources’
E80/4869, and hosted in the Killi Killi Formation. The Coyote deposit consists of a number of
ore lenses localised along the limbs of an F2 anticlinal fold. At Coyote gold is controlled in
narrow quartz veins in sandstone and shale. The main mechanism of gold deposition is
interpreted to be linked to fluid pressure drops (i.e. structurally induced chemical change).
Structural control, dilatational zones along bends or perturbation of active shear zone, is the
most important factor for gold deposition. The host rocks are chemically non-reactive
reactive turbidites Killi Killi Formation (Joly et al, 2012).
Research undertaken at the Centre for Exploration Targeting (School of Earth and
Environment, University of WA) on the Granites-Tanami Orogen has yielded conclusions
relevant to exploration targeting for orogenic gold deposits in the project area (Joly et. al.,
2012). Their study applied a mineral systems approach to understanding known ore deposits
and a three-pronged approach to identifying the most prospective ground using terrane- to
camp-scale exploration targeting. This determined that structural geology plays an important
criteria in gauging prospectivity and D2 structural elements were strongly associated with
most deposits and occurrences. The 4D structural map of Joly et. al. (2010) provided a key
input for the targeting research. The iron-rich Stubbins Formation was given a significant
ranking as a chemical trap in the manual prospectivity analysis of their study. The Callie
deposit in the NT, which is the largest gold deposit in the Orogen by an order of magnitude, is
hosted in similarly reactive host rocks. Their study deduced that given the wide occurrences
of gold deposits in different parts of the Orogen, the source can be assumed to not be spatially
constrained to specific parts, and thus does not play a significant role in spatial localisation of
gold deposits. The only role of granites as a source of ore fluids or metals could be as a point
source, i.e. that deposits would be located in and around the carapaces of fluid-producing
granites. A strong association of the known gold deposits with D1 faults in their analysis
indicate that these pre-existing structures are important for controlling the distribution of
gold in the Stubbins Formation (Joly et. al., 2012).
Rare earth element (REE) mineralisation has been identified at a number of locations across
the Tanami in association with the many radiometric granites.

3.3.2 Mining in the West Tanami District

The Coyote Gold Mine, located immediately south of the project area (Figure 25) was
discovered in 1999 by AngloGold through broad-spaced geochemical RAB drilling. Tanami
Gold NL commenced open pit mining and milling operations in May 2006 (a093258),
subsequently moving to underground operations. Mining continued until 2013 when
operations ceased and the processing plant was placed on care and maintenance (Tanami
Gold, 2018). During this period Tanami Gold also sourced ore for their Coyote mill from 3
open pit mining operations at the Bald Hill project area exploiting the Kookaburra, Sandpiper
and Ospey gold deposits (MWH, 2015). These 3 deposits were recent discoveries and are
located immediately north of PVW Resources E80/5249 tenement.

3.4 Local Geology and Mineralisation

Cover across the Tanami region is extensive, including both in situ and transported Cenozoic
laterite, silcrete and calcrete and Quaternary sand and gravels, and can vary from less than a
few centimetres in topographically exposed areas up to tens of metres in depth. These
unconsolidated sediments blanket most of the region, with only limited exposures of older
lithological units which are deeply weathered resulting in a deep regolith profile.

Independent Geologist’s Report – PVW Resources NL Page 38

Figure 25 Geological Map of the Tanami West Area

The bedrock geology of the Project area is dominated by a sequence of Lower Proterozoic
folded metasediments, the Killi Killi Formation. The Killi Killi Formation overlies the Stubbins
Formation, a sequence of metasediments and minor volcanics which in turn overlies
Archaean basement. The Killi Killi Formation is a monotonous sequence of turbidites,
predominantly sandstones, greywackes and shales, which, while quite deformed, are usually
only metamorphosed to greenschist grade. The sediments of the Killi Killi Formation are
intruded by numerous dolerite dykes and sills ranging from 10 to 100m thick. Because of
weathering and their composition, the rocks seldom outcrop and usually only do so as
lateritised low ridges with quartz veining. Overlying the Killi Killi Formation lithologies are
gently dipping basal units of the Gardiner Sandstone, itself a basal member of the Birrindudu
Group which extends north and northeast into the NT. At both Killi Killi prospects (Figure
25), prominent outcrops of pink silicified conglomerate define the mineralised unit which
displays low order radioactivity from secondary uranium minerals that appear to be weak
surface enrichments associated with xenotime-florencite mineralisation (Tuffin, 2014).
The structural grain of the district is west-northwest reflecting the major element of faulting,
the Tanami Structural Corridor, which extends from the west into the Tanami and
Granites/Callie goldfields of NT. Near the Coyote mine it is manifested in the large quartz reef
referred to as the Tanami Fault reflecting a regional fracture.
A number of granites intrude the Lower Proterozoic sediments, predominantly comprise ‘I-
type’ biotite±hornblende monzogranite and granodiorite. Figure 25 shows the location of the
various granitic intrusions in relation to the tenements. A number of granite intrusions
occupy diapiric structures within the Killi Killi Formation. The large granite pluton lies
immediately to the south of the Killi Killi prospects which was drilled by Orion and found to
be a variably magnetic K-feldspar – biotite granite with subdued geochemical character.

Independent Geologist’s Report – PVW Resources NL Page 39

3.4.1 Mineralisation
Known mineralisation within the Tanami West project tenements is confined to the Killi Killi
prospects. However significant gold mineralisation occurs in the immediately surrounding
areas. To the north the Bald Hill gold deposits are hosted in the Stubbins Formation, while to
the south the Coyote gold deposit is hosted in the Killi Killi Formation.
At the Killi Killi East REE prospect, the mineralised unit is a medium-grained flat dipping
(10° north) basal conglomerate lying directly on folded and cleaved Killi Killi Formation. At
the Killi Killi West (KKW) prospect the target was a conglomerate with anomalous REE in
rock chip samples. The conglomerate is very coarse-grained with individual cobbles up to 30-
40cm in diameter and very well worn to near spherical shape. It is not a basal unit but rests
conformably on a pale medium-grained sandstone bed, and it and the loose sand cover
obscure the basement contact. Flat dipping (10° north) sandstones and medium-grained
conglomerates overlie the Killi Killi West conglomerate 150m to the north of the outcrop as a
line of easterly trending low cliffs and bluffs about 10-15m high. The southern flank of this
topographic feature is referred to as Watts Rise. These distinctive outcrops host thin
anastomosing east-striking quartz veins (Tuffin, 2014).
Gold is also encountered at the KKW prospect in association with a shear zone. RC drilling by
Orion tested the eastern extent of a broad anomalous gold zone as well as testing for REE
mineralisation. The REE assays were disappointing, however limited gold mineralisation was
intersected in 3 holes, with a best intercept of 8m @ 4.2g/t Au from 68m in KKO-116.

3.5 Exploration History

The early explorer Talbot passed through the area in 1909 and recorded the presence of gold
at a number of locations in the Tanami. The project area was first explored commercially by
Queensland Mines Ltd in 1969 as a uranium project that found only small quantities of
secondary uranium. However a small suite of samples were analysed for yttrium and REE.
Petrology was also done, and this work first confirmed the existence of crystalline xenotime
mineralisation (Premoli & Day, 1970). Ongoing since the 1950's, Geoscience Australia, GSWA
and GSNT have undertaken geological mapping, compiled total magnetic intensity, bouguer
gravity (Figure 23) and radiometric images, and undertaken numerous research initiatives
throughout the Tanami region.
The exploration history of the project area is extensive and relevant WAMEX tenement report
numbers has been summarised in Section 7.1, providing the relevant company names, dates,
tenement numbers and WAMEX tenement report numbers. Highlights of the previous work
are described in the follow section.

3.5.1 Western Tanami Project

Previous exploration in the project area has been dominated by the “Western Tanami
Project” commenced by Shell in 1992 and continuing for 22 years through a series of
tenements, deals and various joint ventures involving 8 other companies concluding with
Tanami Gold NL, as follows:
 1992 – 1995 Shell Company of Australia Ltd
 1993 – 1996 Acacia Resources Ltd
 1994 – 1995 Zapopan
 1995 – 1996 Cove Mining NL
 1994 – 1996 Zapopan NL
 1994 – 2000 Tanami Gold NL

Independent Geologist’s Report – PVW Resources NL Page 40

 1995 – 2000 AngloGold (Acacia Resources Ltd)
 2000 – 2003 AngloGold Australia
 2000 – 2004 Barrick Gold of Australia Ltd
 2004 - 2014 Tanami Gold NL
Early exploration programs included several surface geochemical and drilling programs
based on aeromagnetic, radiometric and regolith interpretations (a081626).
AngloGold began exploring their Bramall Hills Project in 1992 with aeromagnetic and
radiometric surveys, aerial photography and initial field reconnaissance. In 1993 regional soil
sampling and rock chip sampling was conducted along regional traverses. From 1994-1996
geological and geophysical interpretation was followed by GPS gridding regional geological
traversing, rock chip sampling and shallow geochemical sampling along hand cleared lines
using a post hole RAB and/or auger rig. In 1997 detailed aeromagnetics was flown and
further RAB drilling across the broad zones of shallow sandy cover into 1998. The Coyote
prospect was discovered by RAB in 1999 (south of PVW’s current tenure) with follow-up RAB
delineating an easterly trending geochemical anomaly, with coincident gold-arsenic
anomalism (a60524).
By 2005 Tanami gold held tenure over most of the western Tanami including PVW’s project
areas. Exploration Licences 80/1677, 80/2133, 80/3238, 80/3845, 80/4006, 80/4305 and
80/4307 were explored by Tanami Exploration NL from 2004 to 2014 when the entire
project was relinquished with a significant body of work documented in their final report to
the DMP (a104410).
Tanami Gold conducted the vacuum drilling across broad areas of PVW’s current tenure
during the 1990’s in a raft of small programs on various tenements. Their methodology was
described as follows: Geochemical samples were obtained by vacuum drilling to a minimum
depth of the cover bedrock interface unless groundwater was encountered. The drilling was
oriented vertically at nominal 1200 x 400 metre spacing. Samples were collected in 1m
increments and placed on the ground in 1m piles. The sampling strategy targeted the pisolitic
or lag rich horizon that was located below the aeolian sand cover, other geologically
interesting horizons, and bottom of hole. The pisolitic/lag rich intervals were sieved (-6mm,
+2mm) to remove aeolian sand and organic contamination. A nominal sample weight of 500g
of lag was collected. The samples were analysed for au, As, Ag, Bi, Cu, Pb, Sb, W and Zn by
Ultra Trace Laboratories in Perth, using bulk cyanide leach (BLEG) and ICP-MS finish. The
analytical detection limit for Au was 0.05ppb. Tanami Gold considered the regolith was
suitable for shallow vacuum drilling, consisting of a thin veneer of aeolian dune sands with
variable thicknesses of underlying pisolitic lag and transported clays. Drilling established that
the pisolitic lag was widespread and was of a good quality for effective sampling (a70869).

3.5.2 Orion JV Tenements

Orion Metals Limited (Orion), through its wholly owned subsidiary Rich Resources
Investments Pty Ltd, has been conducting exploration of the JV tenements (coloured pink in
Figure 21), evaluating xenotime mineralisation in basal conglomerates of the Gardiner
Sandstone outcrops, and orogenic gold mineralisation in Gardner Sandstone and Killi Killi
Formation sediments since 2010. Initial work comprised a rock chip sampling program on
Killi Killi East (KKE). In 2011, two RC drilling programs within E80/4197 at the Killi Killi
West (KKW) prospect, and one small RC drilling program in E80/4029 at the KKE prospect
were completed 46 holes for 2,221m. Weakly anomalous rare earth elements (REE) were
intersected in drill holes, as well as significant gold values (Tuffin, 2014).
In June 2011 a high resolution airborne geophysical survey was completed over the region
and tenements. Southern Geoscience Consultants processed the data and images outlined the
Independent Geologist’s Report – PVW Resources NL Page 41
large zoned magnetic anomaly with a limited number of geophysical features. The two Killi
Killi prospects were registered as “high” and “moderate” uranium anomalies and a number of
subsidiary weaker radioactive anomalies were defined. Petrological and geochemical studies
were undertaken of the Killi Killi project host rocks by K. Spring of Geochempet Services, and
Prof. K.D. Collerson, of Uivak Pty Ltd, investigated the origins of the REE mineralisation
(Tuffin, 2014).
Work in 2012 involved surface geochemical rock chip sampling at the KKE prospect, and RC
drilling program at both KKE and KKW. Rock chip sampling of conglomerate lenses at KKE
returned encouraging REE assays, delineated a strike length of more than 1km of REE
anomalism with totalled REE assays averaging 4,730ppm TREE. However the drill assay
results from 24 RC drill holes were disappointing with little anomalous REE geochemistry
returned. The mineralisation at KKE prospect did not appear to persist at depths to 40m or
show lateral extent. Orion documented a possibility of a GPS datum discrepancy between the
REE anomalous rock chip samples and the RC drilling, which will need to be investigated
fully. At the KKW, RC drilling attempted to delineate the eastern extent of a broad anomalous
gold zone as well as testing for REE mineralisation. The REE assays were disappointing,
however limited gold mineralisation was intersected in 3 holes, with a best intercept of 8m @
4.2g/t Au from 68m in KKO-116. In 2013 mapping at the KKW prospect investigated gold
mineralisation in KKO-116 confirming that the outcropping shear zone was intersected
(Tuffin, 2014).
Consultants HDR Salva were engaged by Orion to research, compile and review available data
on newly acquired tenements, to undertake interpretation and identification of REE and gold
exploration targets. Their report concluded there was little gold prospectivity in E80/4558
(Fillmore et al, 2013). HDR Salva produced an regional geological interpretation solid geology
map of the entire West Tanami region as part of this work. This interpretation is provided as
Figure 26.
No field work has been undertaken by Orion since 2013 due problems reaching an access
agreement with the Tjurabalan native title group. Field work planned but never executed
included surface geochemical sampling and mapping of both REE and gold targets; testing of
outcrop and residual soils by hand held scintillometer (Tuffin, 2014).

Independent Geologist’s Report – PVW Resources NL Page 42

Figure 26 Regional Geological Interpretation Map - West Tanami Region (HDR Salva)

3.6 Exploration Potential and Targets

The tenements hold significant potential for the discovery of orogenic gold mineralisation
with numerous occurrences and deposits of this style occurring in the surrounding district
several of which have been mined in the last 10 years. These deposits are hosted in similar
stratigraphy to that of the Tanami West tenements, with a number of prospective structures
having been interpreted and mapped as depicted in Figure 25. Previous explorers have
largely focussed their attention to areas to the north and south, with lesser geochemical
sampling, prospecting and drilling of over the project areas. PVW Resources has compiled
available data from open file reports on previous exploration into a database. Figure 27 plots
the collars of all drill holes recorded in this database over the bedrock geology map. It
illustrates the relatively wide spacing of geochemical drilling. Indeport consider the
tenements are under explored and that opportunities exist to identify new gold targets by
undertaking regional and prospect scale exploration programs.

Independent Geologist’s Report – PVW Resources NL Page 43

Figure 27 Geological Map of the Tanami West Area showing Previous Drilling

3.6.1 Killi Killi West Gold Prospect

In 2011 Orion drilled an RC program targeted at REE mineralisation at the Killi Killi West
(KKW) prospect which was unsuccessful for REE but one hole returned an anomalous gold
intersection. In 2012 Orion drilled an 8 hole RC drill hole program, KKO-109 – KKO-116 for a
total of 940 metres, drilled on two north-south traverses to delineate the eastern extent of a
broad anomalous gold zone identified by REE exploration. Drill hole samples comprised of
4m composite samples with 235 analysed at SGS laboratories. Orion intersected gold
mineralisation in 3 RC drill holes, with a best intercept of 8m @ 4.2g/t Au from 68m in KKO-
116. Gold mineralisation was intersected in 3 of the 8 holes, as follows:
 KKO-111 36 to 40m 4m @ 0.50g/t Au
 KKO-113 56 to 60m 4m @ 0.50g/t Au
 KKO-116 68 to 76m 8m @ 4.2g/t Au
Collar statistics for the KKW RC drill holes are provided in Appendix 1, along with a listing of
all significant intersections of the gold assay results. Commentary on the JORC Table 1 criteria
for KKW exploration data are provided in Appendix 2.
The gold mineralisation has been observed to be coincident with significant sericite
alteration within a basal sandstone unit within the Gardiner Sandstone, which
unconformably overlies the Lower Proterozoic Killi Killi Beds. Field mapping located a
significant west-northwesterly trending shear/breccia zone within the Gardiner Sandstone
coincident with the drill hole intersections (Creagh, 2013). Further work was recommended
but remains to be undertaken.

Independent Geologist’s Report – PVW Resources NL Page 44

3.6.2 Minor Prospects
Montecristo Prospect (E80/519033)
In 2007 Tanami gold drilled 8 closely-spaced RAB holes (40m -100m) targeting a 1m at
9.3g/t Au intersection returned from a 2006 aircore hole near the Montecristo prospect.
Another eleven RAB holes tested interpreted structures in conjunction with previously
generated elevated arsenic values in the area south west of the Montecristo prospect. The
assay results were disappointing with most holes returning a maximum gold value of 5 to
25ppb. The best assay value of 79ppb came from TRB 569. No further drilling was
recommended (a81626).
Under a thin unconsolidated cover E80/2133 is interpreted to be underlain by Killi Killi
Formation bedrock, a granite intrusion to the southwest and Gardner Sandstone to the
northeast. Previously isolated elevated gold assay results (max 9.3ppm) were returned,
showing the potential for gold mineralisation, but no further significant results occurred in
the follow up drilling. The 2011 systematic drilling, on a 800m x 400m spaced grid, stepped
away from this area to target undrilled and geophysical prospective neighbouring areas. A
total of 51 AC holes for 3,044m were completed. Apart from one isolated elevated assay
result of 2.33g/t no significant Au anomalies were returned. The highest gold assay result
was 2.33g/t for a 4m composite sample from a depth of 48m in hole MCAC0006 (a093258).
Killi Killi REE Prospects (E80/4197)
Orion targeted the basal conglomerate of Gardiner Sandstone containing xenotime
mineralisation at the Killi Killi East and West prospects. Exploration results were described
above in Section 3.5.2. RC drilling followed up encouraging surface geochemistry, however,
the results provided little to support a hydrothermal origin for the REE, with anomalism
being largely confined to the basal conglomerate of the Gardiner sandstone that has limited
aerial extent. The observed mineralisation is probably originally a detrital mineral
subsequently remobilised within a narrow east-west trending palaeochannel (Creagh, 2013).
PVW Resources do not intend to pure REE exploration.

3.7 Exploration Strategy

PVW Resources has indicated to Indeport that they will undertake a systematic, staged
approach to exploration focusing only on gold and based on an orogenic model of deposit
formation. No exploration for REE will be undertaken.
As the northern tenements are yet to be granted and access agreements require negotiation
for the Orion JV tenements, on ground work will not be undertaken until year 2, with near
term activities confined to data compilation, synthesis and target generation.
Conjunctive 4D modelling of the available geological, geochronological, and geophysical data
by Joly et al. (2010) led to the development of a new structural map of the region (Figure 25).
Subsequent research undertaken at the Centre for Exploration Targeting (Joly et. al., 2012) on
the Granites-Tanami Orogen has yielded conclusions and target maps relevant to exploration
targeting for orogenic gold deposits in the project area (refer Section 3.3.1 above). PVW
Resources has indicated to Indeport that this research will provide a basis for their
evaluation and targeting work on the Tanami West project.
Indeport considers that the exploration strategy proposed by PVW Resources is consistent
with the mineral potential of the Tanami West project. In Indeport’s opinion, further
exploration of the Tanami West area is warranted.

Independent Geologist’s Report – PVW Resources NL Page 45

4. GORDON SIRDAR PROJECT
4.1 Location
The Gordon Sirdar project is centred 15km north of Kalgoorlie in Western Australia (Figure
28). The tenement is located on the join of four 1:100,000 map sheets: Kalgoorlie 3136,
Bardoc 3137, Kanowna 3236 and Gindalbie 3237; and the join of two 1:250,000 map sheets:
Kalgoorlie SH51-9 and the Kurnalpi SH51-10.
Access to the project area via the Goldfields highway with access within the project area is
through flat terrain and open vegetation using mining, station and exploration tracks. The
main land uses are cattle grazing and mining. The project covers portions of the Mt Vetters
Pastoral Lease in the Kalgoorlie Shire. Excellent infrastructure exists in the area, being
located to a major mining centre. A number of gold processing plants are situated close to the
project tenements.
Figure 28 Gordon Sirdar Project Tenement Location Map

4.2 Tenure
The project consists of 3 granted exploration licences and 5 prospecting licence applications
with a total area of approximately 90km2. The licence details are listed in Table 3 and their
location is shown in Figure 28.
Independent Geologist’s Report – PVW Resources NL Page 46
Table 3 Tenement Schedule - Gordon Sirdar Project

Tenement Registered Holder Area Area Status End Date Expenditur

ID Unit e
E27/571 Bell Bay Investments/Totode Pty 7.1 km2 Granted 28/12/2021 $20,000
Ltd
E27/570 Bell Bay Investments/Totode Pty 2.9 km2 Granted 28/12/2021 $15,000
Ltd
E27/614 PVW Gordon Sirdar Pty Ltd 71.0 km2 Application N/A N/A
P24/5290 PVW Resources NL 1.60 km2 Application N/A N/A
P24/5291 PVW Resources NL 1.91 km2 Application N/A N/A
P24/5292 PVW Resources NL 1.96 km2 Application N/A N/A
P24/5293 PVW Resources NL 1.99 km2 Application N/A N/A
P24/5293 PVW Resources NL 1.96 km2 Application N/A N/A

Notes: Specific details regarding the tenements and any material agreements pertaining to them are available in a
dedicated section within the Prospectus.

4.3 Geology and Mineralisation

The Gordon Sirdar project is located in the Boorara Domain of the Kalgoorlie Terrane within
the Yilgarn Craton, the geology of this region has been described above in Section 2.3.1 and
illustrated in Figure 3. A simplified interpretation of the geology of the area immediately
surrounding the project tenements is shown in Figure 29.

Independent Geologist’s Report – PVW Resources NL Page 47

Figure 29 Interpretive Geology of the Gordon Sirdar Area showing Major Deposits

The eastern tenements (E27/570 & 571) cover greenstone lithologies of the Boorara Domain
dominated by ultramafic, mafic and felsic volcanic rocks that are thrusted against the massive
granite body known as the Scotia Kanowna Batholith. The larger tenement (E27/614) and
the 5 prospecting licences cover the southern portion of the Scotia Granitoid.
The Scotia-Kanowna batholith is interpreted to be located within the core of a major north-
northwest striking Scotia-Kanowna anticline. Regional stratigraphy consists of lower tholeiite
overlain by an ultramafic komatiitic flow sequence, which is succeeded by felsic volcanic-
epiclastic rocks.
The regionally recognised deformation history comprises alternating periods of compression
and generally more localised extension. Early extension was followed by the first
compressional phase of deformation, D1, which produced recumbent folding and regional-
scale thrusting. Localised extension occurred next followed by a major phase of east-
northeast to west- southwest compression, D2 that resulted in large-scale, upright F2 folds
and production of a sub-vertical cleavage, S2. Subsequent localised extension was succeeded
by D3 east (northeast) to west (southwest) regional shortening that caused transcurrent
faulting and associated en echelon folding. Local east-west extension, potentially related to
post-metamorphic orogenic collapse, was followed by the final major deformation, D4, which
produced oblique dextral/reverse faults. Granitic rocks were emplaced throughout this
deformation history and peak regional metamorphism has been interpreted as occurring
during D3 (Swager, 1997).

Independent Geologist’s Report – PVW Resources NL Page 48

Figure 30 Outcrop Geology Plan of the Gordon Sirdar Project

An outcrop geology map of the Gordon Sirdar area (Figure 5) shows that much of the project
area is blanketed by Cenozoic sand, palaeochannel and lake deposits which mask the Archean
basement. An alluvial channel crosses the centre of the project, draining into the King of the
West Lake. The cover is generally shallow (0.5 – 10m) although the Roe palaeo-drainage
system is infilled with up to 70m of Eocene aged sediments. Archaean outcrop is limited to
subcrop exposure of mafic metavolcanics with granitoid intrusives in the southeast corner.
Better outcrop occurs under the 2 eastern tenements of the project located in the Mulgarrie
Mining Centre. Mapped units (GSWA, 2015) include the Golden Cities Granodiorite, Nine Mile
Monzogranite, Scotia Basalt, Highway Formation and Black Flag Group. Four main Archaean
lithological types outcrop: granites, tholeiitic basalts, talc-carbonate and chlorite-carbonate
altered ultramafics rocks with rare interflow sediments. Regional stratigraphy dips 35-40°
towards 050° and is cross cut by regional fabric dipping at 35-40° towards 035°. Two phases
of porphyry intrusions have been recognised; pre- to syn-deformation intrusions which
parallel regional foliation and north-easterly striking, cross-cutting porphyries. Proterozoic
intrusive dykes intrude the Archaean sequence. Gold mineralisation is predominantly
associated with quartz-carbonate stockwork veining within highly carbonated, ultramafic

Independent Geologist’s Report – PVW Resources NL Page 49

rock. The area is covered by pisolitic soils and overlain by 1 to 5m of transported clays in
places (WAMEX a91707).

4.3.1 Regional Mineral Deposits

Figure 29 illustrates that the Gordon Sirdar project is situated in a region which contains
significant past and present gold mines. The Kanowna Belle and Paddington mines are
significant current gold operations with ore processing facilities. Modern mines have
operated in the Woodcutters/Golden Cities, Mulgarrie and Broadarrow mining centres with
considerable past gold production. Numerous smaller historical gold mines and prospects
form the Kanowna, Gordon, Mulgarrie, Paddington and Broadarrow historical mining centres.
These are all considered to be orogenic gold deposits typical of the richly endowed
greenstone belts of the Eastern Goldfields.
As the majority of PVW Resources’ tenements are underlain by granitoid lithologies, Indeport
consider the Woodcutters group of gold deposits are the most significant nearby
mineralisation to their prospectivity. The Woodcutters goldfield (also known as Golden
Cities) is located approximately 35km north of the project area and is one of the largest
granite hosted Archaean gold systems in WA. These are interpreted to be of the orogenic lode
deposit style, even though not hosted in greenstone, as is the norm for orogenic gold deposits.
Historic production for the Woodcutters field is recorded at 1.4Moz of gold at an average
grade of 1.5g/t Au. At the Federal deposit, gold is hosted by granodiorite, 6km from the
nearest mapped contact with greenstones. Host lithologies comprise hornblende-biotite
granodiorite and monzodiorite of the Scotia Granitoid. Mineralisation is structurally
controlled within a northeast-dipping shear zone (Zhou et. al., 2003). The major north-
northwest striking Scotia-Kanowna anticlinal hinge trends south from the Woodcutters field
through the Gordon Sirdar project as shown in Figure 29.

4.4 Exploration History

Since the discovery of gold in Kalgoorlie in 1893, the surrounding area has been subject to
intense prospecting and gold mining. The project tenements will have been thoroughly
prospected by traditional methods over many years. They have been continuously held under
tenure by various exploration companies and prospectors since the nickel boom exploration
phase of the late 1960's. However surprisingly little effective exploration has occurred over
much of the project area. Jackson Minerals compiled the exploration history of the area in
their 2012 surrender report for E27/332 (WAMEX a97937) and the following is summarised
from this work.
BHP Minerals held the area in the early 1970s undertaking initial mapping at 1:50,000 scale,
followed by wide spaced (1km) RC drilling around Lake Paddock Dam area on E24/2
targeting auriferous palaeochannel deposits with 14 vertical holes for 206m drilled between
King of the West Lake Playa and Lake Paddock. Cenozoic sediments were intersected
consisting predominantly sandy clays. Archean bedrock of greywacke, quartz porphyry,
granite were generally intersected at shallow depths. The results indicated slight gold
anomalism (>0.1ppm Au) from Cenozoic sediments. Assaying of bedrock materials returned
widespread low level anomalism (>0.2ppm Au) associated with quartz veins and pyrite.
Tern Minerals explored the area in 1985-1986 undertaking RAB drilling around the Kings of
Clubs and King of Kings workings and costeaning a northwest-trending shear zone over
200m length. Workings were sunk on two shears (<5m wide) with sampling returning low
level gold anomalies.

Independent Geologist’s Report – PVW Resources NL Page 50

Summit Gold (1995-1990) conducted a low level aeromagnetic survey and permitted the
Broad Arrow mine to drill 10 percussion holes for 302m, which lead to a water production
bore being established for the Broad Arrow Mill.
The hydrogeology Division of the Mines Department drilled water bores plus two diamond
core holes (KRK4-5) for a total of 85.67m in 1988 as part of their regional drilling for water
resources.
Galtrad/Galbraith JV (1991-1993) undertook resampling of GSWA water bores (KRK2, 3, 6-8,
10). The most significant assay was 0.11ppm Au in hole KRK3 from 39-42m in brownish
sand. Several trial lines of airborne electromagnetic survey and multispectral scanning of the
tenements by Geoscan Pty Ltd was undertaken.
Majestic Resources (1992-1993) undertook resampling of old RAB holes (origin unknown), a
ground magnetic survey, rock chip sampling (36 samples), soil sampling (33 samples) and
aircore drilling. Exploration was carried out over three geological targets located in the
northwest, southwest and southeast of the project areas. Two aircore holes were drilled to
check for alluvial gold in a creek bed draining from workings to the north. Further aircore
drilling (15 holes) was conducted to a depth of 3m and spaced 40m apart. Sampling of quartz
veins at King of the West Lake produced peak values of 60ppb and 20ppb.
Reefton Mining (1994-1996) explored for both palaeochannel and orogenic gold. They
undertook geological and regolith mapping at 1:25,000 scale and the collection of 357 soil
samples over 12 wide spaced reconnaissance soil traverses were completed. They concluded
that soil sampling was ineffective in areas of Quaternary sand cover. Reefton drilled 15 RC
holes along four fences for 800m into a structural target. A fence of 7 holes (KRC1-7) of 40m
depth was drilled in the southwest target beneath an anomaly of 22ppb Au coincident with
several northwesterly trending quartz veins. All holes intercepted granite, strongly
weathered to a depth of 30-35m. Quartz veining was relatively poorly developed with
sulphides noticeably absent and all assays <0.1g/t Au. Three fences of holes of 40m depth
were drilled in the southeast area targeting two sub-parallel gold anomalous soil contours.
The geology of this area consists of intrusive granite with interleaved dolerite, basalt and
both felsic and intermediate porphyries plus a shallowly dipping northeast striking quartz
vein. Despite strong weathering and limonite/pyrite staining of the rocks surrounding the
quartz vein, assay values were disappointing. A strongly anomalous intersection occurred in
fine grained metadolerite with minimal quartz veining hosting pyrite in KRC14. Reefton’s
palaeochannel drilling was successful in clarifying the tract of the palaeochannel over the
project area and confirmed anomalous gold in multiple holes within channel sediments. The
majority of the anomalous intercepts were within alluvial sands at depths of up to 54 metres.
A strongly mineralised intersection over 6m in the underlying granite bedrock in hole PA4/5
was not followed up.
North Limited conducted gold exploration over the area during the mid 1990's. Soil sampling
(184 samples) on 500m x 500m spacings, with some 200m x 200m follow-up returned a
weakly gold anomaly in the north eastern region of the project with a peak gold value of
32ppb Au. Reconnaissance aircore drilling campaign comprising of 17 holes for 1041m
targeting the gold-in-soil anomaly. The drilling intersected highly weathered granitic
bedrock, underlying Cenozoic lacustrine clays and channel sands. Anomalous gold values up
to 225ppb Au were returned from the transported overburden and one anomalous value of
2m @ 53ppb Au was returned from granitic bedrock. The base lacustrine clays overlying
channel sands was identified as a preferential mineralised horizon.
Centaur Mining & Exploration farmed into Reefton’s tenements and continued exploration
(1996-1998). Reconnaissance aircore drilling (58 holes) was carried out in the west and
central portion of their E27/332. No reasons were given in the report for the selection of

Independent Geologist’s Report – PVW Resources NL Page 51

drilling targets. The aircore program returned interesting results with 18 intersections (+1m)
with anomalous gold scattered through 15 aircore holes.
Jackson Minerals/Fe Limited held E27/332 covering the southern portion of the Gordon
Sirdar project from 2007-2012 and compiled previous exploration results but undertook no
field work or surveys (WAMEX a97937). Paddington Gold conducted extensive exploration
over their Mulgarrie Project earlier this decade including soil and auger geochemistry,
geophysical interpretation and RC drilling (WAMEX a91707). Northern Star Resources
explored P27/1882 from 2009 to 2017 undertaking project reviews, soil sampling and
aircore drilling (WAMEX a115720). Maddison Resources held the southern portion of the
project area under E27/407 earlier this decade but undertook no field work (WAMEX
a91746). Dalla Costa held much of the project area under E27/525 from 2014 to 2018 but no
reports have been released to open file as yet.

4.5 Current Exploration

Since acquiring the project PVW Resources has undertaken compilation of past exploration
data, construction of a database of historical drill data and GIS development.

4.6 Exploration Potential and Strategy

The Gordon Sirdar project is positioned in a prospective location in terms of a regional
geological and mineralisation setting, occurring within the Boorara Domain of the Kalgoorlie
Terrane within the Yilgarn Craton with numerous significant gold deposits located within a
10km radius of the project boundaries. There is potential for delineation of targets through
exploration over areas where prospective Archaean lithologies are concealed under extensive
but shallow Cenozoic cover.
No known gold deposits exist within the project tenements, however drilling by previous
explorers has identified secondary gold mineralisation in alluvial sediments in the Roe
palaeo-drainage. The eastern tenements are located in the Mulgarrie Mining Centre where
historical mining has exploited primary gold mineralisation associated with quartz veins in
ultramafic schists. Immediately west of the main tenement, the small King of Kings Mine
hosts gold mineralisation a northwest-trending shear zone within an ultramafic xenolith in
granite.
The project area is traversed by the Scotia-Kanowna Anticline a significant regional structure,
while the Kanowna Shear passes through the southwestern edge of the tenements (Figure
29). Subtle smaller structures are interpreted to be present from the aeromagnetic data
(Figure 31). Numerous smaller historical gold mines and prospects are dotted through the
Kanowna, Gordon, Mulgarrie, Paddington and Broadarrow historical mining centres (Figure
29) providing conclusive evidence that significant volumes of mineralising fluids have passed
through the area during the Archaean with the deposition of major orebodies at Kanowna
Belle to the southeast and Paddington to the northwest.

Independent Geologist’s Report – PVW Resources NL Page 52

Figure 31 Aeromagnetic Image of the Gordon Sirdar Region

Total Magnetic Intensity (TMI) with shading from the northeast

Covering mainly granitoid rock types has deterred gold exploration over the Gordon Sirdar
tenement area in the past, as granites host far less gold than greenstones in the Yilgarn.
However, some 35km north of the project area, lie the Woodcutters deposits, a large granite
hosted Archaean gold systems. These are interpreted to be of the orogenic lode deposit style,
even though not hosted in greenstone, as is the norm for orogenic gold deposits. Historic
production for the Woodcutters field is reported as 1.4Moz of gold.
Indeport considers the Gordon Sirdar tenements to hold significant prospectivity for orogenic
style gold deposits in both granite and greenstone lithologies.

4.6.1 Exploration Strategy

PVW Resources has indicated to Indeport that they will undertake a systematic, staged
approach to their exploration program focusing on gold. Being very close to Kalgoorlie,
significant previous prospecting and mineral exploration has been undertaken across the
project area for over 100 years. PVW Resources will maximise the usefulness of this asset by
undertaking thorough research in compiling and analysing the available historical data,
developing an exploration database, field checking anomalies and undertaking a structural
analysis and targeting exercise. They will then develop appropriate programs to test concepts
and targets. Specific exploration technologies under consideration include magnetic surveys,
gravity surveys, plus aircore and/or RC drilling through cover and regolith to obtain fresh
rock samples for multi-element analysis and mineral alteration studies.
Indeport considers that the exploration strategy proposed by PVW Resources is consistent
with the mineral potential and status of the Gordon Sirdar project.

Independent Geologist’s Report – PVW Resources NL Page 53

5. BRILLIANT WELL PROJECT
5.1 Location
The Brilliant Well project is centred approximately 600km north of Perth and 40km north of
Leonora in the Mt Margaret Mineral Field of Western Australia (Figure 1). It is situated on the
Leonora (SH51-1) 1:250,000 map sheet and the Weebo (3141) 1:100,000 map sheet. The
project in on the Tarmoola Pastoral Lease in the Leonora Shire and lies within the Mt
Margaret Mineral Field. Access to the project area is via the Goldfields Highway, with
pastoral, mining and exploration tracks providing access off the highway through relatively
flat terrain and open vegetation. The main land uses are cattle grazing and mining. Some
infrastructure exists in the area, with Leonora the nearest source of supplies. Several
operating mines and mineral processing plants are situated close to the project tenements.

5.2 Tenure
The project consists of one granted exploration licence with an area of 59.6km2. The licence
details are listed in Table 4 and their location is shown in Figure 2 in Section 2.1. PVW
Resources has secured an agreement with the registered owners to purchase this tenement.
Table 4 Tenement Schedule

Tenemen Registered Holder Area Area Status End Date Expenditure

t ID Unit
E37/1254 Silverstone Resources Pty Ltd 59.6 km2 Granted 2/7/2022 $ 20,000
and Thomas Geoffrey Williams
Notes: Specific details regarding the tenements and any material agreements pertaining to them are available in a
dedicated section within the Prospectus.

5.3 Geology and Mineralisation

The Brilliant Well project is located in the Leonora region, within the Agnew-Wiluna
greenstone belt of the Archaean Yilgarn Craton, the geology of which has been described
above in the Mt Clifford Section (2.3.1 and 2.3.2) with a simplified interpretation of the
regional geology. The project’s tectonic-stratigraphic setting is the Kurnalpi Terrane of the
Eastern Goldfields Superterrane. Figure 4 and Figure 5 show the regional geology, based on
the GSWA’s recently completed East Yilgarn Stratigraphy Project and the associated seamless
bedrock stratigraphic interpretation across the Eastern Goldfields Superterrane at 1:100,000
scale. These figures highlight the location of the major mines, deposits and prospects in
relation to the project. An interpretive geology plan of the Brilliant Well Project based on this
GSWA geology is presented in Figure 32.
The Teutonic Bore and Jaguar volcanogenic massive sulphide copper-zinc deposits are
located approximately 10km west of the Brilliant Well project, and the King of the Hills and
Thunderbox gold camps are located 20km southwest and 40km northwest, respectively.
Project straddles the contact between the extensive Bundarra granite pluton, a large body of
biotite Monzogranite, and greenstone stratigraphy to the west. The north-northeast trending
Deep Well Shear Zone cuts through the project area, as a prominent zone along the granite-
greenstone contact
Most of the project area is covered by a thin to moderately thick cover of transported
material, associated with the surface drainage pattern in the area and in general the
underlying Archaean geology is not exposed. Consequently Archaean stratigraphy and

Independent Geologist’s Report – PVW Resources NL Page 54

lithologies are interpreted from aeromagnetic data and limited data from previous
exploration drilling programs.

Figure 32 Interpretive Geology Plan of the Brilliant Well Project

Much of the northern and south eastern parts of the tenement area are underlain by granitoid
intrusive rocks. Previous drilling, particularly in the northwest near Christmas Well,
identified gold anomalies possibly associated with northwest-southeast structures, indicating
that the granite terrain is prospective for gold. In the west and particularly the southwest,
both granitoid and greenstone rocks are present, (although these are incorrectly shown as
granite on the GSWA interpretation in Figure 32). Greenstone rocks, including basalt,
porphyritic basalt, dolerite, gabbro, felsic to intermediate volcanic rocks and sedimentary
rocks and chert have been intersected in drill holes by previous explores. These rocks are
sheared in some drill holes, indicating the position of the Deep Well Shear Zone. In the
vicinity of Madman Well, aeromagnetic data suggest the presence of ultramafic rocks
adjacent to the shear zone.
Alteration zones intersected in previous shallow drilling within the Deep Well Shear Zone are
characterised by sericite, quartz veining and minor oxidised sulphide. The shear zone and
several sub-parallel structures to the east in the central portion of the project area are
prospective targets which have attracted minimal exploration to date. Aeromagnetic data has
indicates several other prominent structures at various orientations, which intersect the
Deep Well Shear Zone and may be prospective for gold (Figure 6).

Independent Geologist’s Report – PVW Resources NL Page 55

5.4 Mining History
No historical mine production is recorded from within PVW Resources’ Brilliant Well
tenement area. The Brilliant Well record in the GSWA’s MINEDAT database (Figure 32) is a
drill prospect.

5.5 Exploration History

The exploration history for the broader region surrounding Brilliant Well has been described
above in the Mt Clifford Section (2.6). However the tenement area itself has received a
significantly lower level of attention from previous explorers due to the dominant lithology
being Archaean granites with limited greenstone present. The following description of
previous exploration is taken from Rohde, 2014 (WAMEX a 100742) after Otterman, 2006.
Modern exploration of the Brilliant Well project area commenced in 1971 with Hawkestone
Minerals drilling 6 holes in the Madman Well area. Hawkestones’ drilling tested concealed
aeromagnetic anomalies and intersected quartz-magnetite diorite and gabbro but no
mineralisation.
Between 1989 and 1991 Golden Deeps Ltd and Placer Exploration Ltd in joint venture,
carried out regional exploration mainly outside of the project area and identified northeast-
southwest trending, gold bearing gossanous quartz veining about 2km east of Deep Well.
During 1998 and 1999, Voyager Gold and Delta Gold in joint venture explored an area south
of Madman Well. Ground water sampling, soil sampling, RAB drilling (31 holes; 1,798 metres)
and aircore drilling (81 holes; 5,149 metres) was conducted. A gold and arsenic trend
coincident with the interpreted position of the Deep Well Shear Zone was defined by the
drilling and anomalous silver, copper and zinc values were also intersected. Although some
infill drilling was carried out, on lines spaced at 400m and 200m, some anomalous
intersections, particularly along the southern part of the anomaly, remain on lines at one
kilometre spacing. The best intersections were recorded in hole TDA15 where anomalous
gold, copper, zinc and silver values were returned. No further work was completed.
Strata Mining Corporation completed a vacuum soil sampling program to test the southern
extension of the Deep Well Shear south of the Voyager-Delta RAB and aircore drilling in 2000,
with 102 samples were collected on a 200 by 50m grid. Several low order anomalies were
defined, and a best result of 13.2ppb Au returned. No further work was carried out.
Brumby Resources held E37/799 and E37/820 over the project area from 2006 to 2015, with
Independence Group (IGO) exploring in JV from 2012 to 2013. Their initial exploration work
consisted of reconnaissance, acquisition of airborne geophysical survey data, orientation soil
sampling, a VTEM geophysical survey which identified 14 targets and aircore drilling (28
holes; 1,446m) which defined several anomalous gold intercepts, the best in BRW003 and
elevated copper and zinc results in BRW026. In 2010 Brumby completed a 33 hole RC drilling
program (2515m) to delineate the strike length, width and depth extensions of anomalous
intersections in their 2007 aircore drilling at 3 area: Thunderpit, 3-Ayes and Bengal
prospects. At 3-Ayes, drill hole BWRC043 returned a significant gold intersection which was
marked for followed-up. At Thunderpit, anomalous gold mineralisation of greater than 0.1g/t
Au was intersected in several drill holes. At Bengal, the best intersection returned 11m of
anomalous copper from 46m. A several RC programs followed up at both the 3-Ayres and
Bengal prospects without success. No economic sulphides were intersected at the Bengal
prospect and the copper-zinc anomaly was interpreted as regolith enrichment of mafic
volcanics.
An orientation biogeochemical sampling program was carried out by IGO over the Bengal
prospect, taking samples at nominal 500m intervals of mulga trees foliage. A total of 159

Independent Geologist’s Report – PVW Resources NL Page 56

mulga leaf samples were collected and analysed by Genalysis Laboratory Services in Perth for
the biogeochemical analytical suite, BG/OM01. Results were inconclusive. IGO carried out a
moving loop EM survey over an area of coincident copper and zinc anomalism highlighted by
previous drilling; and 10 aircore holes (678m) at the Bengal prospect (WAMEX a 100742).

5.6 Current Exploration

Since acquiring the Brilliant Well project PVW Resources has undertaken compilation of past
exploration data, construction of a database of historical drill data and GIS development.

5.7 Exploration Potential and Targets

The granitoid rock types of the Brilliant Well tenement area has deterred gold exploration in
the past, as granites host far less gold than greenstones in the Yilgarn. However, recent
exploration has identified some greenstone lithologies under shallow cover in areas
previously interpreted as granite. Also, a number of gold occurrences and historical working
to the north of the project area are granite hosted. This is a similar situation to PVW
Resource’s Gordon Sirdar project. Indeport considers the Brilliant Well tenements to hold
prospectivity for orogenic style gold deposits in granite lithologies.
The Brilliant Well project covers a large area of Archaean granite – greenstone terrain within
a mineralised province well known for its deposits of gold, nickel and base metals. The
property contains both major and minor structures with associated gold and, to a lesser
extent, base metal anomalies which to date have only been lightly explored. Exploration
carried out so far can be considered to be of a preliminary nature. The north-northeast
trending Deep Well Shear Zone representing a prospective target for gold and base metal
mineralisation.

5.8 Exploration Strategy

PVW Resources has indicated to Indeport that they will undertake gold focused exploration
over the Brilliant Well tenement. This will involve thorough research in compiling and
analysing the available historical exploration data, developing an exploration database, field
checking anomalous localities, assessing the economic potential of known prospects and
developing targets for on ground exploration. Being granite hosted, the targeting will focus
on structural interpretation.
Indeport considers that the exploration strategy proposed by PVW Resources is consistent
with the mineral potential and status of the Brilliant Well project.

Independent Geologist’s Report – PVW Resources NL Page 57

6. PLANNED EXPLORATION EXPENDITURE
PVW Resources has provided to Indeport their proposed exploration expenditure for the two
year period following the capital raising, which is summarised in Table 5 for the event of a
minimum subscription and Table 6 for the maximum raising.

Table 5 Budget for PVW Resources Exploration Projects – Minimum Subscription

Project Year 1 Year 2 Total Budget

$ $ $

Mt Clifford & Brilliant Well 1,405,543 912,756 2,318,299

Tanami West 936,071 334,004 1,270,075

Gordon Sirdar 103,071 410,004 513,075

Grand Total 2,444,685 1,656,764 4,101,449

Table 6 Budget for PVW Resources Exploration Projects – Maximum Subscription

Project Year 1 Year 2 Total Budget

$ $ $

Mt Clifford & Brilliant Well 2,005,543 1,512,756 3,518,299

Tanami West 1,286,071 334,004 1,620,075

Gordon Sirdar 103,071 410,004 513,075

Grand Total 3,394,685 2,256,764 5,651,449

Indeport considers that the proposed exploration budget is consistent with the mineral
potential and status of the projects. The proposed expenditure is sufficient to meet the costs
of the exploration programs proposed and to meet statutory tenement expenditure
requirements.

Independent Geologist’s Report – PVW Resources NL Page 58

7. REFERENCES
ASIC, 2007. Australian Securities and Investments Commission, Regulatory Guide 111, Content of Expert
Reports.
Bagas, L., Huston, D.L., Anderson, J., Mernagh, P.T., 2007. Paleoproterozoic gold deposits in the Bald Hill and
Coyote areas, Western Tanami, Western Australia. Miner. Deposita 42 (1–2), 127–144.
Bagas L 2009: Palaeoproterozoic evolution of the Killi Killi Formation and orogenic gold mineralisation in the
Granites-Tanami Orogen, WA. Ore Geology Reviews 35 pp 47-67.
Baxter, J.L., 1974. Geological Survey of Western Australia, 1:250 000 Geological Series Explanatory Notes,
Murgoo, Western Australia, 23 pp.
Cassidy, K.F., Champion, D.C., Krapez, B., Barley, M.E., Brown, S.J.A., Blewett, R.S., Groenewald, P.B. and Tyler, I.M.,
2006. A revised geological framework for the Yilgarn Craton, Western Australia: Geological Survey of
Western Australia, Record 2006/8, 8 pp.
Cawood, P.A., and Tyler, I.M., 2004. Assembling and reactivating the Proterozoic Capricorn Orogen: lithotectonic
elements, orogenies, and significance: Precambrian Research, v. 128, p. 201–218.
Champion, DC, 2006, Terrane, domain and fault system nomenclature, in 3D Geological Models of the Eastern
Yilgarn Craton – Y2 Final Report pmd*CRC edited by RS Blewett and AP Hitchman: Geoscience Australia,
Record 2006/4, p. 19–38 [DVD-ROM].
Collerson, K. D., 2011. Assessment of Petrology and Geochemistry of Rare Earth Mineralization in the Killi Killi
Hills, Western Australia, Uivak Pty Ltd consultant’s report to Orion Metals Limited, December 2011.
Creagh, C., 2013. Annual Report to the DMP, Killi Killi Project E80/4029, E80/4197 West Tanami, From 1
January 2012 to 31 December 2012, Orion Metals Ltd.
Crispe, A.J., Vandenberg, L.C. & Cross, A.J. 2002. Geology of the Tanami Region. Annual Geoscience Exploration
Seminar, Record of Abstracts. NTGS Record 2002-0003, p. 1-5.
Dean, A.A. 2001. Igneous rocks of the Tanami Region. NTGS Record 2001-003. Barley, M. E., Brown, S. J. A., Cas, R.
A. F., Cassidy, K. F., Champion, D. C., Gardoll, S. J. & Krapez, B., 2003. An integrated geological and
metallogenic framework for the eastern Yilgarn Craton: developing geodynamic models of highly
mineralised Archaean granite–greenstone terranes. Australian Minerals Industry Research Association
Report 624.
Dentith, MC, Johnson, SP, Evans, S, Aitken, ARA, Joly, A, Thiel, S and Tyler, IM, 2014. A magneto telluric traverse
across the eastern part of the Capricorn Orogen: Geological Survey of Western Australia, Report 135.
Drummond, B.J., Goleby, B.R. and Swager, C.P., 2000. Crustal signature of Late Archaean tectonic episodes in the
Yilgarn Craton, Western Australia: evidence from deep seismic sounding: Tectonophysics v. 329, pp. 193–
221.
Fillmore, B., Goon, S. & Meiklejohn, C. 2013. Independent Assessment and Target Generation Report.
Unpublished report compiled by HDR Salva Resources Pty Ltd for Orion Metals Ltd.
Gee R.D., Baxter J.L., Wilde S.A. & Williams I.R., 1981. Crustal development in the Archaean Yilgarn Block,
Western Australia, Geol. Soc. Aust., Spec. Publ., 7, 43-56.
Groenewald, P.B., Painter, M.G.M., Robert, F.I., McCabe, M., and Fox, A., 2000, East Yilgarn geoscience database,
1:100 000 geology Menzies to Norseman — An explanatory note: Western Australia Geological Survey,
Report 78, 53p.
Huston, D.L., Vandenberg, L., Wygralak, A.S., Mernagh, T.P., Bagas, L., Crispe, A., Lambeck, A., Cross, A., Fraser, G.,
Williams, N., Worden, K., Meixner, T., Goleby, B., Jones, L., Lyons, P., Maidment, D., 2007. Lode gold
mineralization of the Tanami Region, northern Australia. Miner. Deposita 42 (1–2), 175–204.
Joly, A., McCuaig, T.C., Bagas, L., 2010. The importance of early crustal architecture for subsequent basin-
forming, magmatic and fluid flow events. The Granites-Tanami Orogen example. Precambrian Res.
http://dx.doi.org/10.1016/j.precamres.2010.06.012.
Joly, A., Porwal A and McCuaig, T.C., 2012. Exploration targeting for orogenic gold deposits in the Granites-
Tanami Orogen: Mineral system analysis, targeting model and prospectivity analysis: Ore Geology
Reviews 48 (2012) 349–383.
JORC, 2012. Australasian Code for Reporting of Mineral Resources and Ore Reserves (The JORC Code) prepared
and jointly published by: The Joint Ore Reserve Committee of the Australasian Institute of Mining and
Metallurgy, Australian Institute of Geoscientists and the Minerals Council of Australia (JORC) The JORC
Code 2012 Edition - Effective 20 December 2012 and mandatory from 1 December 2013 (Published
December 2012).

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McCuaig, T.C., Beresford, S. and Hronsky, J., 2010. Translating the mineral systems approach into an effective
exploration targeting system: Ore Geology Reviews, v. 38, pp. 128–138.
MWH, 2015. Coyote Gold Mine – Stage 2, Bald Hill, 2014-2015 Annual Compliance Assessment Report,
Ministerial Statement No. 749, Prepared for Tanami Gold NL by MWH Australia Pty Ltd; 17 April 2015. In
http://www.tanami.com.au/operations/coyote-gold-project/compliance-reports.html.
Pawley, M.J., Wingate, M.T.D., Kirkland, C.L., Wyche, S., Hall, C.E., Romano, S.S. and Doublier, M.P., 2012. Adding
pieces to the puzzle: episodic crustal growth and a new terrane in the northeast Yilgarn Craton, Western
Australia: Australian Journal of Earth Sciences: An International Geoscience Journal of the Geological
Society of Australia, 59:5, 603-623, DOI: 10.1080/08120099.2012.696555.
Premoli,C & Day,A. 1970. Report on exploration of T.R.5007H (WA). Company Report No. A1496, WA DMP.
Unpublished Report by Queensland Mines Ltd.
Ravensgate, 2016. Independent Geologist’s Report on the Mineral Assets of Kalamazoo Resources Limited;
Report by Ravensgate International dated 9 Nov 2016; in Prospectus of Kalamazoo Resources Limited,
lodged with the ASX on Nov 2016.
Southern Geoscience Consultants, 2011. Killi Killi Preliminary REE-Au Targets. Report No. SGS2280 to Orion
Metals Ltd.
Tanami Gold, 2018. http://www.tanami.com.au/operations/coyote-gold-project.html.
Tuffin, 2014. Annual Report to the DMP, Killi Killi Project E80/4029, E80/4197, E80/4558, E80/4559 West
Tanami, From 13 December 2012 to 12 December 2013, Orion Metals Ltd
Witt, W.K., 1993. Gold deposits of the Kalgoorlie-Kambalda-St. Ives areas, Western Australia: part 3 of a
systematic study of the gold mines of the Menzies-Kambalda region.
Zhou T, Phillips G N, Denn S, Burke S., 2003. Woodcutters goldfield: gold in an Archaean granite, Kalgoorlie,
Western Australia. Australian Journal of Earth Sciences v50 pp 553-569.

7.1 WAMEX Open File Reports – Mt Clifford Project Project

WAMEX Tenement or
Year Author Company/Operator Project Name Combined Reporting
a-Number Number
A13994 1984 M Woodhouse BP Minerals Australia P/L Mt Clifford E37/10

A15619 1985 E Dechow Dechow & Co P/L Jungle Well P37/1169-1175

A15977 1985 J Cooke Tunax Resources NL Mt Clifford P37/1223

A19575 1986 E Dechow Dechow & Co P/L Jungle Well P37/1169-1172

A20378 1987 P G Onley CRA Exploration P/L Mt Clifford P37/1223

A24086 1988 W P Player Hillmin Gold Mines P/L Mt Clifford P37/1223

A24430 1988 M Woodhouse BP Minerals Australia P/L Mt Clifford E37/10

A27851 1989 W P Player Hillmin Gold Mines P/L Mt Clifford M37/182

E37/123, E37/148,
A37082 1988 E Dechow Triton Resources Ltd Jungle Well M37/135, P37/2692-96,
P37/2699-70, P37/2678-79
A40641 1994 M F Harris Dalrymple Resources NL Jungle Well E37/267
M37/135, P37/4095,
A41029 1994 J T Nettle Triton Resources Ltd Jungle Well
L37/52
A44199 1995 L Ryan Dominion Mining Ltd Mt Clifford P37/4441
E37/228, E37/237,
A45061 1995 M F Harris Dalrymple Resources NL Mt Clifford E37/267, E37/270,
E377/309, P37/5088-90
A50722 1997 C Rohde Australian Goldfields NL Jungle Well M37/135
E37/228, E37/237,
E37/267, E37/270,
A51486 1997 M F Harris Dalrymple Resources NL Mt Clifford
E37/309, P37/5088-90,
P37/5224, M37/616

Independent Geologist’s Report – PVW Resources NL Page 60

WAMEX Tenement or
Year Author Company/Operator Project Name Combined Reporting
a-Number Number
A52742 1997 M F Harris Dalrymple Resources NL Williams M37/182

A54622 1998 Consolidated Gold Mines Ltd Bannockburn M37/135

E37/228, E37/267,
A58680 1999 D Richards Outokumpu Expl Aust P/L Mt Clifford P37/5088-90, MLA37/616,
MLA37/812-3
A66287 2003 M C Kelly Jubilee Mines NL Bannockburn C489/1996

A68280 2004 M C Kelly Jubilee Mines NL Bannockburn C489/1996

A68655 2004 S Newton Scotia Nickel Ltd Mt Clifford E37/228, P37/5224

A70218 2005 D Brittliffe Breakaway Resources Ltd Bannockburn P37/4439, P37/4441

E37/228, E37/267,
A70369 2005 D Thompson Scotia Nickel Ltd Mt Clifford
E37/309
Mt
A72294 2006 W Dix Scotia Nickel Ltd C268/1994
Clifford/Rattler/Wilson
A75155 2007 N Castleden Breakaway Resources Ltd Mt Clifford P37/5088-89

A78315 2008 D Thompson Scotia Nickel Ltd Mt Clifford C268/1994

S Fitzgerald,
A87928 2010 Norilsk Nickel Bannockburn C113/2005
D Thompson

7.2 WAMEX Open File Reports – Tanami West Project

WAMEX Year Tenement or
a- Author Company/Operator Project Name Combined Reporting
Number Number

A058083 1999 J Sinclair Acacia Resources Ltd Billiluna E80/1738

A058315 1999 P Large Acacia Resources Ltd Bramall Hills E80/1484
A060524 2000 K Rowsell AngloGold Australia Ltd Bramall Hills E80/1482-3
A064768 2002 K Rowsell AngloGold Australia Ltd Bramall Hills E80/1483
A064807 2002 K Rowsell AngloGold Australia Ltd Billiluna E80/1737
A066270 2003 P Large AngloGold Australia Ltd Western Tanami E80/1678
E80/2091, E80/1735,
Barrick Gold of Australia E80/1976, E80/1986,
A068079 2004 G Purcell Gardner
Ltd E80/2037, E80/2091,
E80/2390, E80/2509
Barrick Gold of Australia
A069722 2004 G Purcell Killi-Killi Hills E80/2390
Ltd
E80/2509, E80/2513,
A070869 2005 C Rohde Tanami Exploration NL Western Tanami
E80/2515
A073932 2006 C Rohde Tanami Exploration NL Killi Killi South E80/2390
A077802 2008 J Rohde Tanami Exploration NL Western Tanami C119/2002
A080561 2008 J Rohde Tanami Exploration NL Gardner E80/2091
A081626 2009 C Rohde Tanami Exploration NL Western Tanami C119/2002
A093258 2012 C Rohde Tanami Exploration NL Western Tanami C119/2002
A104410 2014 K Massi Tanami Exploration NL Western Tanami C119/2002

Independent Geologist’s Report – PVW Resources NL Page 61

7.3 WAMEX Open File Reports – Gordon Sirdar Project
WAMEX Year Company/Opera Tenement or Combined
Author Project Name
a-No. tor Reporting Number
Centaur Mining &
A56197 1998 M Y Van Kann Oxford P24/266, P24/2664-5
Exploration Ltd
Centaur Mining &
A56198 1998 M Y Van Kann Oxford P24/2665, E24/73
Exploration Ltd
Centaur Mining &
A56199 1998 M Y Van Kann Oxford P24/2665-6
Exploration Ltd
A56709 1998 E G Estall Delta Gold Ltd Boomerang Dam P27/1442
A57877 1999 M I Taylor Croesus Mining NL Clay Pan Dam E24/62, M27/202
A59314 1999 B J Armstrong Delta Gold Ltd Gordons North M27/134
A59329 1999 B J Armstrong Delta Gold Ltd Boomerang Dam P27/1441-45
A60036 2000 W J Evans North Ltd Harper Lagoon E27/79
Centaur Mining &
A60081 2000 M Y Van Kann West Lake E24/73, P24/2664-5
Exploration Ltd
Goldfields E24/59,61, M24/464-5,523,
A61333 2000 M House Paddington
Exploration P/L M26/422,427-28, M26/431,
A66215 2003 M Hill Jackson Gold Ltd Clay Pan Dam C294/3274
Centaur Mining &
A69034 2004 S M Searston West Lake P24/2664
Exploration Ltd
Placer Dome Asia
A69252 2004 S M Searston Mulgarrie C17/1997
Pacific Ltd
E24/62, M24/462, M27/202,
A70365 2005 J Murphy Jackson Gold Ltd Clay Pan Dam
P24/3274
A93772 2012 A Chai Fe Ltd Claypan North E27/332
Paddington Gold
A94950 2012 K Miller Paddington C36/2009
P/L
Northern Star
A115720 2018 C Todd Kanowna P27/1882
(Kanowna) P/L
Northern Star
A116914 2018 C Todd Kanowna Regional C224/2007
(Kanowna) P/L

7.4 WAMEX Open File Reports – Brilliant Well Project

WAMEX Year
Tenement or Combined
a- Author Company/Operator Project Name
Reporting Number
Number
A58159 1999 A Davies Sons of Gwalia Ltd Madman Well E37/402-3
A58861 1999 P B Smith Delta Gold NL Three Tenors E37/424
A60944 2000 J M Westaway Sons of Gwalia Ltd Madman Well E37/402-3
A61341 2000 M R Spivey Strata Mining Corp NL Three Tenors E37/424
Teutonic Bore
A62553 2001 P D Ellis Pilbara Mines Ltd E37/258, P37/4326
(Wendy’s Bore)
A66500 2003 C I Watts Sons of Gwalia Ltd Argus C113/1999
A78827 2008 C Rohde Brumby Resources Ltd Brilliant Well JV E37/820, E37/831
A90441 2011 C Rohde Brumby Resources Ltd Brilliant Well JV E37/820, E37/799
A101742 2014 C Rohde Brumby Resources Ltd Brilliant Well JV E37/820

Independent Geologist’s Report – PVW Resources NL Page 62

8. LIST OF ABBREVIATIONS
Ag Silver
As Arsenic
ASX Australian Securities Exchange
Au Gold
Bi Bismuth
BLEG Bulk leach extractable gold
Cu Copper
DMP Department of Mines and Petroleum (Western Australia)
EM Electromagnetic geophysical survey
GPS Global positioning system
g/t Grams per tonne
HFSE high field strength elements
ICP-OES Inductively coupled plasma - optical emission spectrometry
IGR Independent Geologist’s Report
JORC Joint Ore Reserves Committee
2012 Edition of the Australasian Code for Reporting of Exploration Results, Mineral Resources
JORC Code
and Ore Reserves
JV Joint Venture
K Thousand(s)
km Kilometre(s)
km2 Square kilometre(s)
LAG A geochemical method based on sampling lag material
m Metre(s)
M Million(s)
Ma Mega annum - 1 million years ago
MAIG Member of the Australian Institute of Geoscientists
MgO Magnesium oxide
Ni Nickel
NT Northern Territory
oz Ounce (Troy ounce - measure of weight)
ppb Parts per billion; a measure of concentration
ppm Parts per million; a measure of concentration
RAB Rotary air blast (drill hole)
RC Reverse circulation (drill hole)
REE Rare earth elements
Sb Antimony
t Tonne(s)
TEM Transient electromagnetic geophysical survey
TMI Total magnetic intensity
TREE Total rare earth element (grade in ppm of all REEs analyses summed together)
VHMS Volcanic hosted massive sulphide (mineral deposit classification)
Code for the Technical Assessment and Valuation of Mineral and Petroleum Assets and Securities
VALMIN
for Independent Expert Reports
W Tungsten
WA Western Australian
WAMEX Western Australian Mineral Exploration Reports database
Zn Zinc

Independent Geologist’s Report – PVW Resources NL Page 63

9. GLOSSARY
aeromagnetic A survey undertaken by helicopter or fixed-wing aircraft for the purpose of
recording magnetic characteristics of rocks by measuring deviations of the Earth’s
magnetic field.
aircore drilling A relatively inexpensive drilling technique similar to RC drilling, in which the drill
cuttings are returned to surface inside the rods.
anomaly An area where exploration has revealed results higher than the local background
level.
Archaean The oldest geologic time period, pertaining to rocks older than about 2,500
million years.
assay The testing and quantification metals of interest within a sample.
auger Geochemical sampling technique involving the use of either a hand auger or a
small drilling rig with an auger bit.
Cenozoic The youngest geologic time period, pertaining to rocks younger than about 66
million years.
carbonate Rock or mineral dominated by the carbonate ion (CO2−3), of sedimentary or
hydrothermal origin, composed primarily of calcium, magnesium or iron and
carbon and oxygen. Essential component of limestones and marbles.
chlorite A green coloured hydrated aluminium-iron-magnesium silicate mineral common
in metamorphic rocks.
complex An intricate assemblage of geological units, typically in metamorphic or igneous
terranes.
Craton An old and stable part of the continental lithosphere.
diamond drilling Drilling method employing a (industrial) diamond encrusted drill bit for
retrieving a cylindrical core of rock.
diorite A coarse-grained intrusive igneous rock that contains a mixture of feldspar
pyroxene hornblende and sometimes quartz.
domain Geological zone of rock with similar geostatistical properties; typically a zone of
mineralisation
dykes A tabular body of intrusive igneous rock, crosscutting the host strata at a high
angle.
fault A wide zone of structural dislocation and faulting.
felsic Igneous rocks with a large percentage of light-coloured minerals such as quartz,
feldspar, and muscovite. It is contrasted with mafic rocks, which are relatively
richer in magnesium and iron.
gabbro A black coarse-grained intrusive igneous rock that is the compositional equivalent
of basalt.
geochemical Pertains to the concentration of an element.
geochronological The science of determining the absolute age of rocks. Dating methods involve
measuring the amount of radioactive decay of a radioactive isotope with a known
half-life.
geophysical Exploration methods which measure the physical properties of a rock mass.
gneiss A common metamorphic rock formed at high temperatures and pressures from
igneous or sedimentary rocks, having characteristic foliations (gneissic banding)
of alternating dark/light coloured bands.
granite A coarse-grained igneous rock containing mainly quartz and feldspar minerals
and subordinate micas.
granitoid A broad category of coarse-grained acid igneous rock including granite, quartz
monzonite, quartz diorite, syenite and granodiorite.
gravity survey Measurements of gravitational acceleration and gravitational potential at the
Earth's surface searching for mineral deposits.
greenstone A metamorphosed basic igneous rock which owes its colour and schistosity to
abundant chlorite.
greenstone belt A broad term used to describe an elongate belt of rocks that have undergone
regional metamorphism to greenschist facies.
ground magnetic Geophysical survey method using a hand-held magnetometer to record the
strength of the earth’s magnetic field usually along a grid.
induced polarisation Geophysical survey technique used to identify the electrical chargeability of
subsurface materials.

Independent Geologist’s Report – PVW Resources NL Page 64

intrusive Any igneous rock formed by intrusion and cooling of hot liquid rock below the
earth’s surface.
lithology The description of a rock unit’s physical characteristics visible in hand or core
samples, such as colour texture grain-size and composition.
lode A deposit of metalliferous ore formed in a fissure or vein.
mafic Igneous rock composed dominantly of dark coloured minerals such as amphibole
pyroxene and olivine, generally rich in magnesium and iron.
magmatic Derived from or associated with magma. Magma is a complex high-temperature
fluid substance present within the earth, which on cooling forms igneous rocks.
magnetite A mineral comprising iron and oxygen which commonly exhibits magnetic
properties.
metamorphic A rock that has been altered by metamorphism from a pre-existing igneous or
sedimentary rock type.
metamorphism Alteration of the minerals, textures and composition of a rock caused by exposure
to severe heat, pressure and chemical actions.
metavolcanic Volcanic rock which has been altered by metamorphism.
Mineral Resource Concentration of mineralisation in the earth for which there are reasonable
prospects for eventual economic extraction.
Ore Reserve The economically mineable part of a Mineral Resource.
outcrop A visible exposure of bedrock or ancient superficial deposits on the surface of the
Earth.
pluton Body of intrusive igneous rock, typically several kilometres in dimension
porphyritic Textural term for igneous rocks in which large crystals (phenocrysts) are set in
finer groundmass, which may be crystalline or glass.
pyroxene Silicate mineral of the pyroxene group found in ultramafic igneous rock.
quartz Common mineral composed of crystalline silica, with chemical formula SiO2.
RAB drilling Rotary Air Blast. A relatively inexpensive but less accurate percussion drilling
technique involving the collection of sample returned by compressed air from
outside the drill rods.
Rare earth elements A set of seventeen chemical elements in the periodic table, 15 lanthanides,
scandium and yttrium, which tend to occur together in specific rock types.
RC drilling Reverse Circulation. A percussion drilling method in which the fragmented
sample is brought to the surface inside the drill rods, thereby reducing
contamination.
resource In situ mineral occurrence from which valuable or useful minerals may be
recovered.
saprolite Soft clayey porous rock formed by in-place chemical weathering of rocks
schist A metamorphic rock dominated by fibrous or platey minerals, with a strongly
foliated fabric (schistose cleavage).
sedimentary A term describing a rock formed from sediment.
shear A deformation resulting from stresses that cause rock bodies to slide relatively to
each other in a direction parallel to their plane of contact.
shoot Part of an orebody of elongated shape where higher grades are concentrated.
sill A concordant sheet of igneous rock lying nearly horizontal.
soil sampling The collection of soil specimens for mineral analysis.
strata Sedimentary rock layers.
stratigraphic Pertaining to the composition, sequence and correlation of stratified rocks.
strike Horizontal direction or trend of a geological strata or structure.
structural Pertaining to rock deformation or to features that result from it.
succession Group of rock strata that succeed one another in chronological order.
supracrustal Rocks deposited on existing basement rocks of the crust; both sedimentary and
volcanic rocks often metamorphosed.
superterrane Composite terranes that comprise groups of individual terranes and other
assemblages that share a distinctive tectonic history.
terrane Any rock formation or series of formations or the area in which a particular
formation or group of rocks is predominant.
turbidite
ultramafic Igneous and meta-igneous rocks composed of greater than 90% mafic minerals
with very high magnesium and iron content, very low silica and potassium
content.
volcanics Rocks formed or derived from volcanic activity.

Independent Geologist’s Report – PVW Resources NL Page 65

Appendix 1 - Drilling Results
Mt Clifford Prospect - Drill Hole Collars
Hole ID Type Depth North East RL Dip Azimuth Date Company
07BMCC0005 RC 238 6850298.43 307135.74 350 -77 230 25/08/2007 BRW
07BMCC0006 RC 148 6850858.434 305755.734 350 -61.5 215 26/08/2007 BRW
07BMCC0007 RC 286 6850143.431 305225.731 350 -64 160 28/08/2007 BRW
08BMCC0001 RC 198 6850888.434 305530.733 350 -60 225 18/01/2008 BRW
08BMCC0002 RC 198 6850958.434 305576.733 350 -60 225 8/01/2008 BRW
08BMCC0008 RC 168 6850138.431 305225.731 350 -85 160 9/01/2008 BRW
08BMCC0009 RC 203 6850048.431 305005.73 350 -60 135 12/01/2008 BRW
08BMCC0010 RC 184 6849948.43 304775.729 350 -60 125 14/01/2008 BRW
08BMCC0011 RC 157 6850013.43 305405.732 350 -90 0 4/01/2008 BRW
LMCC0002 RC 200 6858408.492 301686.2243 450 -51.25 270 Scotia Nickel
LMCC0003 RC 202 6863608.553 300027.2511 450 -61.5 90 Scotia Nickel
LMCC0004 RC 240 6862808.546 299957.2439 500 -61.5 270 28/06/2005 Scotia Nickel
06BMCC0001 RC 24 6850458.39 308157.2083 400 -80 215 31/10/2006 Scotia Nickel
06BMCC0002 RC 17 6850453.391 308150.2076 400 -80 215 31/10/2006 Scotia Nickel
07BMCC0004 RC 262 6850448.43 308145.744 350 -69 215 22/08/2007 BRW
86MCP01 RC 50 6849804.587 309754.035 444.154 -60 235 7/03/1986 CRAE
86MCP02 RC 57 6849749.683 309781.102 445.028 -60 235 8/03/1986 CRAE
86MCP03 RC 30 6849863.103 309895.806 444.569 -60 235 8/03/1986 CRAE
86MCP04 RC 33 6849880.176 309918.013 444.587 -60 235 8/03/1986 CRAE
86MCP05 RC 30 6849830.443 309914.202 444.603 -60 235 8/03/1986 CRAE
86MCP06 RC 30 6849834.423 309940.569 444.758 -60 235 8/03/1986 CRAE
86MCP07 RC 30 6849793.556 309936.654 444.714 -60 235 8/03/1986 CRAE
86MCP08 RC 33 6849808.19 309955.688 444.969 -60 235 8/03/1986 CRAE
86MCP09 RC 50 6849540.745 309878.637 448.621 -60 235 9/03/1986 CRAE
86MCP10 RC 50 6849563.003 309899.382 447.216 -60 235 9/03/1986 CRAE
86MCP11 RC 30 6849926.552 309847.027 443.754 -60 235 1/08/1986 CRAE
86MCP12 RC 30 6849896.306 309873.864 444.403 -60 235 1/08/1986 CRAE
86MCP13 RC 30 6849910.492 309890.757 444.54 -60 235 1/08/1986 CRAE
86MCP14 RC 30 6849878.965 309883.611 444.517 -60 235 1/08/1986 CRAE
86MCP15 RC 38 6849872.249 309907.703 444.607 -60 235 1/08/1986 CRAE
86MCP16 RC 11.5 6849847.241 309908.001 444.591 -60 235 1/08/1986 CRAE
86MCP18 RC 48 6849699.575 310109.856 450.949 -60 235 1/08/1986 CRAE
86MCP19 RC 30 6849843.681 309913.678 444.61 -60 235 1/08/1986 CRAE
86MCP20 RC 80 6849947.893 309874.786 444.157 -60 235 1/08/1986 CRAE
86MCP21 RC 80 6849889.326 309913.502 444.583 -60 235 1/08/1986 CRAE
86MCP22 RC 90 6849902.736 309947.358 444.602 -60 235 1/08/1986 CRAE
86MCP23 RC 80 6850006.464 309819.662 443.243 -60 235 1/08/1986 CRAE
NMC001 DD 160 6850359.142 309227.381 440.197 -60 233 30/03/2005 Jubilee
NMC002 DD 160 6854164.906 306128.899 444.458 -60 233 30/03/2005 Jubilee
NRC001 RC 46 6849537.2 310114.67 450.859 -60 232 29/11/2002 MCM
NRC002 RC 52 6849550.29 310114.954 452.72 -60 232 28/11/2002 MCM
NRC003 RC 45 6849557.028 310099.426 451.085 -60 232 28/11/2002 MCM
NRC004 RC 50 6849571.729 310118.548 456.018 -60 232 28/11/2002 MCM
NRC005 RC 46 6849568.871 310088.076 450.389 -60 232 27/11/2002 MCM
NRC006 RC 45 6849585.342 310085.192 450.933 -60 232 27/11/2002 MCM
NRC007 RC 45 6849590.565 310080.168 450.376 -60 232 27/11/2002 MCM
NRC008 RC 50 6849592.591 310072.036 449.319 -60 232 27/11/2002 MCM

Independent Geologist’s Report – PVW Resources NL Appendix 1 Page 66

Hole ID Type Depth North East RL Dip Azimuth Date Company
NRC009 RC 52 6849591.679 310089.331 451.934 -60 232 29/11/2002 MCM
NRC010 RC 55 6849607.511 310073.815 449.95 -60 232 29/11/2002 MCM
PCV11 RC 106 6851881.979 308558.101 436.717 -60 210 17/01/1984 BP Minerals
PCV12 RC 60 6851947.468 308595.391 437.539 -60 210 18/01/1984 BP Minerals
PCV35 RC 25 6849029.902 311002.281 444.612 -60 30 16/04/1988 BP Minerals
PCV36 RC 50 6849013.951 310987.376 444.05 -60 30 16/04/1988 BP Minerals
PCV37 RC 25 6848998.083 311024.232 445.336 -60 30 16/04/1988 BP Minerals
PCV38 RC 51 6848982.141 311012.803 444.761 -60 30 17/04/1989 BP Minerals
PCV39 RC 30 6848970.757 311056.117 447.383 -60 30 17/04/1989 BP Minerals
PCV40 RC 45 6848956.297 311041.706 446.022 -60 30 17/04/1989 BP Minerals
PCV41 RC 39 6848920.508 311073.612 446.765 -60 30 17/04/1989 BP Minerals
PCV42 RC 39 6849044.773 310959.958 444.092 -60 30 17/04/1989 BP Minerals
PRC001 RC 60 6849569.689 310091.094 450.906 -90 0 25/01/2004 MCM
PRC002 RC 29 6849563.924 310084.169 449.474 -90 0 25/01/2004 MCM
PRC003 RC 34 6849576.676 310081.306 449.874 -90 0 25/01/2004 MCM
RC024 RC 40 6849523.175 310114.071 448.919 -60 232 1/01/1987 HILLMIN
RC025 RC 47 6849545.29 310108.45 451.105 -60 232 1/01/1987 HILLMIN
RC026 RC 35 6849563.959 310079.865 448.928 -60 232 1/01/1987 HILLMIN
RC027 RC 53 6849576.826 310090.692 451.334 -60 232 1/01/1987 HILLMIN
RC028 RC 40 6849601.782 310066.232 448.871 -60 232 1/01/1987 HILLMIN
RC029 RC 40 6849615.69 310053.596 447.809 -60 232 1/01/1987 HILLMIN
RC030 RC 40 6849625.762 310036.906 446.565 -60 232 1/01/1987 HILLMIN
RC031 RC 47 6849630.765 310043.281 447.117 -60 232 1/01/1987 HILLMIN
RC032 RC 40 6849639.133 310009.554 445.24 -60 232 1/01/1987 HILLMIN
RC033 RC 48 6849681.231 309992.748 445.154 -60 232 1/01/1987 HILLMIN
RC034 RC 48 6849722.41 309979.425 445.023 -60 232 1/01/1987 HILLMIN
RC035 RC 40 6849746.178 309962.036 444.767 -60 232 1/01/1987 HILLMIN
RC036 RC 40 6849852.579 309930.472 444.653 -60 232 1/01/1987 HILLMIN
RC037 RC 54 6849919.728 309902.016 444.528 -60 232 1/01/1987 HILLMIN
RC038 RC 45 6849655.678 310036.343 446.882 -60 232 1/01/1989 HILLMIN
RC039 RC 72 6849667.873 310052.206 448.012 -60 232 1/01/1989 HILLMIN
RC040 RC 40 6849508.644 310124.206 447.871 -60 227 1/01/1989 HILLMIN
RC041 RC 26 6849515.366 310100.187 446.868 -60 227 1/01/1989 HILLMIN
RC042 RC 60 6849536.614 310128.055 452.349 -60 228 1/01/1989 HILLMIN
RC043 RC 29 6849534.236 310092.38 447.988 -60 240 1/01/1989 HILLMIN
RC044 RC 80 6849557.878 310123.216 455 -60 229 1/01/1989 HILLMIN
RC045 RC 41 6849583.069 310073.438 449.143 -60 225 1/01/1989 HILLMIN
RC046 RC 85 6849600.98 310096.982 453.728 -60 227 1/01/1989 HILLMIN
RC047 RC 20 6849611.814 310045.156 447.001 -60 233 1/01/1989 HILLMIN
RC048 RC 47 6849630.266 310068.599 449.494 -60 234 1/01/1989 HILLMIN
RC049 RC 78 6849636.814 310077.017 450.527 -60 232 1/01/1989 HILLMIN
RC050 RC 26 6849592.534 310052.609 447.252 -60 235 1/01/1989 HILLMIN
RC051 RC 80 6849614.001 310080.435 450.979 -60 235 1/01/1989 HILLMIN
RC052 RC 71 6849585.712 310108.127 455.249 -60 233 1/01/1989 HILLMIN
RC053 RC 23 6849533.111 310098.797 448.508 -60 229 1/01/1989 HILLMIN
RC054 RC 50 6849645.807 310056.463 448.33 -60 232 1/01/1989 HILLMIN
RC055 RC 80 6849657.739 310072.262 449.774 -60 234 1/01/1989 HILLMIN
RC056 RC 44 6849664.909 310015.934 445.883 -60 235 1/01/1989 HILLMIN
RC057 RC 56 6849676.072 310033.195 446.856 -60 234 1/01/1989 HILLMIN
RC058 RC 38 6849699.039 309977.783 444.81 -60 234 1/01/1989 HILLMIN
RC059 RC 60 6849710.768 309994.483 445.467 -60 227 1/01/1989 HILLMIN

Independent Geologist’s Report – PVW Resources NL Appendix 1 Page 67

Hole ID Type Depth North East RL Dip Azimuth Date Company
RC060 RC 56 6849702.555 310014.905 446.193 -60 234 1/01/1989 HILLMIN
RC061 RC 74 6849715.003 310031.064 446.843 -60 232 1/01/1989 HILLMIN
RC062 RC 32 6849672.014 309982.761 444.765 -60 226 1/01/1989 HILLMIN
RC063 RC 40 6849736.513 309993.404 445.586 -60 226 1/01/1989 HILLMIN
RC064 RC 62 6849744.334 310001.083 445.865 -60 223 1/01/1989 HILLMIN
RC +
RC065 76.5 6849570.312 310138.667 458.905 -60 249 1/01/1989 HILLMIN
DDH
RC +
RC066 72 6849626.189 310096.353 453.642 -60 232 1/01/1989 HILLMIN
DDH
WILRC9701 RC 100 6849787.376 309787.456 443.991 -60 215 1/01/1997 DALRYMPLE
WILRC9702 RC 106 6849806.851 309725.795 444.539 -60 215 1/01/1997 DALRYMPLE
WILRC9703 RC 74 6849792.319 310000.699 445.875 -60 230 1/01/1997 DALRYMPLE
WILRC9704 RC 70 6849835.94 309967.163 445.059 -60 230 1/01/1997 DALRYMPLE
WILRC9705 RC 100 6849885.659 309941.559 444.599 -60 230 1/01/1997 DALRYMPLE
WILRC9706 RC 62 6849935.13 309928.764 444.506 -60 230 1/01/1997 DALRYMPLE
WILRC9707 RC 52 6850011.631 309665.527 441.549 -60 220 1/01/1997 DALRYMPLE
WILRC9708 RC 96 6849477.094 310212.754 448.427 -60 230 1/01/1997 DALRYMPLE
WILRC9709 RC 85 6849522.678 310142.378 451.069 -70 230 1/01/1997 DALRYMPLE
WILRC9710 RC 100 6849567.147 310129.642 457.298 -75 230 1/01/1997 DALRYMPLE
WILRC9711 RC 100 6849627.419 310099.71 454.182 -75 230 1/01/1997 DALRYMPLE
WILRC9712 RC 118 6849682.14 310074.046 449.5 -70 230 1/01/1997 DALRYMPLE
WILRC9713 RC 100 6849748.94 310037.833 446.878 -60 230 1/01/1997 DALRYMPLE
WILRC9714 RC 70 6849645.615 310031.461 446.457 -60 230 1/01/1997 DALRYMPLE
WILRC9715 RC 100 6849437.892 310146.99 444.212 -60 230 1/01/1997 DALRYMPLE
WILRC9716 RC 55 6849384.776 310324.107 447.64 -60 230 1/01/1997 DALRYMPLE
WILRC9717 RC 80 6849798.476 309795.328 443.706 -70 215 1/01/1997 DALRYMPLE

Jungle Well Prospect - Drill Hole Collars

Hole ID Type Depth North East RL Dip Azimuth Date Company
96JWRC001 RC 51 6855890.968 303936.55 444.33 -60 226.359 1/01/1901 AGoldfields
96JWRC002 RC 39 6855905.335 303951.817 444.38 -60 226.359 1/01/1901 AGoldfields
96JWRC003 RC 39 6855918.901 303965.883 444.53 -60 226.359 1/01/1901 AGoldfields
96JWRC004 RC 57 6855932.758 303980.661 444.75 -59.29 226.129 1/01/1901 AGoldfields
96JWRC005 RC 70 6855946.409 303995.221 444.97 -57.59 223.109 1/01/1901 AGoldfields
96JWRC006 RC 87 6855960.327 304009.339 445.12 -59.49 225.939 1/01/1901 AGoldfields
96JWRC007 RC 84 6855973.833 304023.815 445.16 -57.94 228.799 1/01/1901 AGoldfields
96JWRC008 RC 69 6855979.504 303990.522 444.91 -59.04 230.429 1/01/1901 AGoldfields
96JWRC009 RC 83 6855999.852 304012.044 444.87 -58.2 224.359 1/01/1901 AGoldfields
96JWRC010 RC 79 6856009.379 303990.161 444.75 -59.53 227.389 1/01/1901 AGoldfields
96JWRC011 RC 51 6855965.444 303939.384 444.16 -60 226.359 1/01/1901 AGoldfields
96JWRC012 RC 49 6855988.137 303920.849 443.59 -60 226.359 1/01/1901 AGoldfields
96JWRC013 RC 57 6856016.436 303949.904 444.46 -56.72 222.299 1/01/1901 AGoldfields
96JWRC014 RC 69 6856040.683 303976.371 444.69 -59.96 225.909 1/01/1901 AGoldfields
96JWRC015 RC 48 6855900.692 303983.108 444.77 -60 226.359 1/01/1901 AGoldfields
96JWRC016 RC 58 6855914.361 303997.686 444.97 -59.26 226.839 1/01/1901 AGoldfields
96JWRC017 RC 63 6855928.571 304012.567 445.06 -58.37 224.409 1/01/1901 AGoldfields
96JWRC018 RC 39 6855882.168 304000.703 445.16 -60 226.359 1/01/1901 AGoldfields
96JWRC019 RC 63 6855910.022 304029.798 444.89 -58.59 224.759 1/01/1901 AGoldfields
96JWRC020 RC 86 6855937.439 304058.398 444.7 -58.91 224.059 1/01/1901 AGoldfields
96JWRC021 RC 39 6855835.65 303988.781 444.81 -60 226.359 1/01/1901 AGoldfields
96JWRC022 RC 39 6855849.784 304003.54 444.98 -60 226.359 1/01/1901 AGoldfields

Independent Geologist’s Report – PVW Resources NL Appendix 1 Page 68

Hole ID Type Depth North East RL Dip Azimuth Date Company
96JWRC023 RC 39 6855863.625 304017.795 444.96 -60 226.359 1/01/1901 AGoldfields
96JWRC024 RC 51 6855877.599 304032.596 444.79 -60.27 224.319 1/01/1901 AGoldfields
96JWRC025 RC 57 6855891.722 304047.034 444.5 -60.1 224.159 1/01/1901 AGoldfields
96JWRC026 RC 69 6855905.468 304061.077 444.31 -59.68 222.059 1/01/1901 AGoldfields
96JWRC027 RC 84 6855919.071 304075.406 444.27 -59.81 225.739 1/01/1901 AGoldfields
96JWRC028 RC 39 6855845.738 304034.845 444.79 -60 226.359 1/01/1901 AGoldfields
96JWRC029 RC 51 6855859.859 304049.68 444.31 -58.96 226.389 1/01/1901 AGoldfields
96JWRC030 RC 69 6855880.585 304071.264 444.06 -60.79 225.649 1/01/1901 AGoldfields
96JWRC031 RC 57 6855850.36 304058.7 444.12 -60.35 229.649 1/01/1901 AGoldfields
96JWRC032 RC 78 6855879.629 304089.728 443.94 -56.35 225.639 1/01/1901 AGoldfields
96JWRC033 RC 57 6855833.791 304076.253 443.97 -59.42 226.759 1/01/1901 AGoldfields
96JWRC034 RC 57 6855815.315 304091.181 443.76 -59.66 226.109 1/01/1901 AGoldfields
96JWRC035 RC 33 6855787.232 304063.192 444.26 -60 226.359 1/01/1901 AGoldfields
96JWRC036 RC 27 6855775.917 304087.682 443.75 -60 226.359 1/01/1901 AGoldfields
96JWRC037 RC 51 6855796.701 304109.405 443.57 -60 226.359 1/01/1901 AGoldfields
96JWRC038 RC 99 6855987.754 304038.371 445.25 -59.82 227.189 1/01/1901 AGoldfields
96JWRC039 RC 96 6855933.206 304090.288 444.3 -59.2 225.229 1/01/1901 AGoldfields
96JWRC040 RC 50 6856004.141 303911.312 443.56 -60 226.359 1/01/1901 AGoldfields
97JWRC001 RC 55 6857059.09 303368.42 436.09 -60 226.359 21/01/1997 AGoldfields
97JWRC002 RC 60 6857076.936 303387.296 435.98 -60 226.359 21/01/1997 AGoldfields
97JWRC003 RC 65 6857093.699 303404.737 436.24 -60 226.359 21/01/1997 AGoldfields
97JWRC004 RC 70 6857111.443 303423.158 436.81 -60 226.359 21/01/1997 AGoldfields
97JWRC005 RC 75 6857128.247 303440.914 437.19 -60 226.359 21/01/1997 AGoldfields
97JWRC006 RC 60 6857119.634 303359.458 436.02 -60 226.359 21/01/1997 AGoldfields
97JWRC007 RC 65 6857136.902 303377.628 436.25 -60 226.359 22/01/1997 AGoldfields
97JWRC008 RC 70 6857154.219 303396.247 436.65 -60 226.359 22/01/1997 AGoldfields
97JWRC009 RC 75 6857171.496 303414.053 436.98 -60 226.359 21/01/1997 AGoldfields
97JWRC010 RC 80 6857016.006 303396.248 436.23 -60 226.359 21/01/1997 AGoldfields
97JWRC011 RC 65 6857033.129 303414.455 436.25 -60 226.359 22/01/1997 AGoldfields
97JWRC012 RC 70 6857051.066 303432.591 436.35 -60 226.359 23/01/1997 AGoldfields
97JWRC013 RC 79 6857068.07 303450.336 436.6 -60 226.359 23/01/1997 AGoldfields
97JWRC014 RC 75 6856677.496 303511.503 438.86 -60 226.359 23/01/1997 AGoldfields
97JWRC015 RC 80 6856694.83 303529.667 438.48 -60 226.359 22/01/1997 AGoldfields
97JWRC016 RC 85 6856712.174 303548.063 438.19 -60 226.359 22/01/1997 AGoldfields
97JWRC017 RC 75 6856606.188 303545.243 440.06 -60 226.359 22/01/1997 AGoldfields
97JWRC018 RC 80 6856623.15 303563.386 439.62 -60 226.359 23/01/1997 AGoldfields
97JWRC019 RC 85 6856640.159 303581.89 439.41 -60 226.359 23/01/1997 AGoldfields
97JWRC020 RC 45 6856492.45 303571.159 441.88 -60 226.359 23/01/1997 AGoldfields
97JWRC021 RC 50 6856509.262 303589.503 441.49 -60 226.359 24/01/1997 AGoldfields
97JWRC022 RC 55 6856526.255 303607.412 441.12 -60 226.359 24/01/1997 AGoldfields
97JWRC023 RC 50 6856120.131 303759.908 441.67 -60 226.359 26/01/1997 AGoldfields
97JWRC024 RC 50 6856136.906 303778.641 441.99 -60 226.359 26/01/1997 AGoldfields
97JWRC025 RC 50 6856154.394 303796.123 442.53 -60 226.359 24/01/1997 AGoldfields
97JWRC026 RC 50 6856171.535 303814.49 443.09 -60 226.359 24/01/1997 AGoldfields
97JWRC027 RC 50 6856181.86 303838.036 443.57 -60 226.359 26/01/1997 AGoldfields
97JWRC028 RC 160 6856197.143 303908.073 444.24 -60 226.359 26/01/1997 AGoldfields
97JWRC029 RC 160 6855989.506 304152.601 444.51 -60 226.359 26/01/1997 AGoldfields
97JWRC030 RC 130 6855805.646 304257.148 444.16 -60 226.359 27/01/1997 AGoldfields
97JWRC031 RC 100 6855705.614 304231.996 443.25 -60 226.359 28/01/1997 AGoldfields
97JWRC032 RC 90 6855722.741 304249.305 443.35 -60 226.359 30/01/1997 AGoldfields
97JWRC033 RC 50 6856659.957 303493.228 439.42 -60 226.359 8/02/1997 AGoldfields

Independent Geologist’s Report – PVW Resources NL Appendix 1 Page 69

Hole ID Type Depth North East RL Dip Azimuth Date Company
97JWRC034 RC 114 6857085.392 303467.818 436.84 -60 226.359 6/02/1997 AGoldfields
97JWRC035 RC 100 6857085.565 303613.27 439.08 -60 226.359 7/02/1997 AGoldfields
97JWRC036 RC 100 6857119.236 303649.145 439.91 -60 226.359 7/02/1997 AGoldfields
DDH001 DD 35 6855793.527 304072.718 444.07 -90 316.359 1/01/1901 Triton
DDH001A DD 1 6855794.988 304071.269 444.11 -90 316.359 1/01/1901 Triton
DDH002 DD 15 6855774.89 304055.042 444.28 -90 316.359 1/01/1901 Triton
DDH002A DD 1 6855777.425 304053.369 444.39 -90 316.359 1/01/1901 Triton
DDH003 DD 60 6855851.705 304057.312 444.15 -90 316.359 1/01/1901 Triton
J001 RC 18 6855992.411 303858.308 442.47 -60 226.359 1/01/1901 Triton
J002 RC 17 6855908.057 303979.142 444.69 -60 244.359 1/01/1901 Triton
J003 RC 15 6855904.864 303970.815 444.59 -60 244.359 1/01/1901 Triton
J004 RC 25 6855901.48 303964.369 444.51 -59 244.359 1/01/1901 Triton
J005 RC 24 6855898.27 303957.848 444.43 -54 248.359 1/01/1901 Triton
J006 RC 18 6855892.582 303945.909 444.37 -56 244.359 1/01/1901 Triton
J007 RC 15 6855888.858 303939.068 444.34 -51 244.359 1/01/1901 Triton
J008 RC 5 6855856.86 303984.813 444.95 -60 244.359 1/01/1901 Triton
J009 RC 6 6855852.202 303975.436 444.86 -60 244.359 1/01/1901 Triton
J010 RC 5 6855848.651 303967.077 444.84 -60 244.359 1/01/1901 Triton
J011 RC 15 6855988.96 303854.69 442.45 -49 226.359 1/01/1901 Triton
J019 RC 25 6856003.453 303869.887 442.71 -90 316.359 1/01/1901 Triton
J020 RC 20 6855971.718 303876.754 442.58 -90 316.359 1/01/1901 Triton
J021 RC 21 6855981.873 303888.001 442.79 -90 316.359 1/01/1901 Triton
J022 RC 15 6855953.051 303893.247 442.93 -90 316.359 1/01/1901 Triton
J023 RC 25 6855962.678 303904.431 443.06 -90 316.359 1/01/1901 Triton
J024 RC 24 6855937.331 303912.555 443.57 -90 316.359 1/01/1901 Triton
J025 RC 27 6855947.138 303923.087 443.76 -90 316.359 1/01/1901 Triton
J026 RC 15 6856005.588 303839.524 442.46 -90 316.359 1/01/1901 Triton
J027 RC 21.5 6856017.236 303855.361 442.65 -90 316.359 1/01/1901 Triton
J028 RC 14 6856017.958 303824.964 442.14 -70 226.359 1/01/1901 Triton
J029 RC 10 6856035.41 303804.866 441.69 -60 226.359 1/01/1901 Triton
J030 RC 10 6856065.133 303804.156 441.97 -60 226.359 1/01/1901 Triton
J031 RC 17 6856056.852 303795.472 441.97 -60 226.359 1/01/1901 Triton
J032 RC 18 6856049.26 303787.512 441.89 -60 226.359 1/01/1901 Triton
J033 RC 10 6856088.205 303755.9 441.5 -60 226.359 1/01/1901 Triton
J034 RC 10 6856079.923 303747.215 441.54 -60 226.359 1/01/1901 Triton
J035 RC 10 6856070.261 303737.083 441.74 -60 226.359 1/01/1901 Triton
J036 RC 10 6856055.831 303868.301 442.92 -60 226.359 1/01/1901 Triton
J037 RC 46 6855957.437 303934.033 444.05 -90 316.359 1/01/1901 Triton
J038 RC 30 6855939.14 303932.61 444.02 -90 316.359 1/01/1901 Triton
J039 RC 28 6855955.047 303913.431 443.39 -90 316.359 1/01/1901 Triton
J040 RC 30 6855931.151 303941.826 444.22 -90 316.359 1/01/1901 Triton
J041 RC 58 6856025.056 303892.166 443.22 -90 316.359 1/01/1901 Triton
J042 RC 60 6855959.464 303954.513 444.46 -90 316.359 1/01/1901 Triton
J043 RC 60 6855867.711 304003.717 445.12 -90 316.359 1/01/1901 Triton
J044 RC 61 6856044.095 303874.312 442.94 -90 316.359 1/01/1901 Triton
J045 RC 60 6856060.045 303892.328 443.41 -90 316.359 1/01/1901 Triton
J046 RC 60 6856042.073 303910.19 443.87 -90 316.359 1/01/1901 Triton
J047 RC 60 6856024.144 303928.698 444.24 -90 316.359 1/01/1901 Triton
J048 RC 60 6856005.527 303945.615 444.32 -90 316.359 1/01/1901 Triton
J049 RC 61 6855994.124 303956.593 444.49 -90 316.359 1/01/1901 Triton
J050 RC 60 6855976.863 303972.338 444.7 -90 316.359 1/01/1901 Triton

Independent Geologist’s Report – PVW Resources NL Appendix 1 Page 70

Hole ID Type Depth North East RL Dip Azimuth Date Company
J051 RC 70 6855958.74 303989.564 444.94 -90 316.359 1/01/1901 Triton
J052 RC 80 6855940.807 304006.826 445.05 -90 316.359 1/01/1901 Triton
J053 RC 81 6855922.891 304024.088 445.03 -90 316.359 1/01/1901 Triton
J054 RC 81 6855905.808 304041.694 444.64 -90 316.359 1/01/1901 Triton
J055 RC 60 6855887.121 304023.217 445.01 -90 316.359 1/01/1901 Triton
J056 RC 60 6855869.238 304040.436 444.6 -90 316.359 1/01/1901 Triton
J057 RC 60 6855850.801 304058.199 444.13 -90 316.359 1/01/1901 Triton
J058 RC 60 6855833.558 304039.782 444.86 -90 316.359 1/01/1901 Triton
J058A RC 60 6855833.235 304038.002 444.86 -90 316.359 1/01/1901 Triton
J059 RC 60 6855851.517 304022.442 444.85 -90 316.359 1/01/1901 Triton
J060 RC 60 6855888.038 303988.308 444.92 -90 316.359 1/01/1901 Triton
J061 RC 60 6855905.124 304006.186 445.06 -90 316.359 1/01/1901 Triton
J061A RC 50 6855906.129 304006.918 445.06 -90 316.359 1/01/1901 Triton
J062 RC 60 6855923.271 303989.016 444.84 -90 316.359 1/01/1901 Triton
J063 RC 60 6855941.406 303971.894 444.67 -90 316.359 1/01/1901 Triton
J063A RC 50 6855941.659 303973.149 444.69 -90 316.359 1/01/1901 Triton
J064 RC 60 6855976.219 303938.219 444.01 -90 316.359 1/01/1901 Triton
J064A RC 45 6855974.763 303939.614 444.07 -90 316.359 1/01/1901 Triton
J065 RC 60 6855987.718 303927.451 443.76 -90 316.359 1/01/1901 Triton
J066 RC 60 6856006.677 303909.642 443.56 -90 316.359 1/01/1901 Triton
J067 RC 80 6855992.854 303989.871 444.81 -90 316.359 1/01/1901 Triton
J068 RC 85 6856011.575 303972.519 444.7 -90 316.359 1/01/1901 Triton
J069 RC 101 6855958.492 304024.168 445.13 -90 316.359 1/01/1901 Triton
J070 RC 84 6855975.346 304007.381 445.06 -90 316.359 1/01/1901 Triton
J071 RC 80 6855922.969 304059.393 444.5 -90 316.359 1/01/1901 Triton
J072 RC 91 6855940.317 304041.969 444.8 -90 316.359 1/01/1901 Triton
J073 RC 86 6855887.756 304060.67 444.2 -90 316.359 1/01/1901 Triton
J074 RC 86 6855869.916 304078.091 443.92 -90 316.359 1/01/1901 Triton
J074N RC 77 6856023.128 303962.447 444.68 -90 316.359 1/01/1901 Triton
J075 RC 76 6855831.788 304110.218 443.51 -90 316.359 1/01/1901 Triton
J076 RC 80 6855797.248 304146.89 443.18 -90 316.359 1/01/1901 Triton
J077 RC 65 6855777.652 304127.789 443.2 -90 316.359 1/01/1901 Triton
J078 RC 65 6855814.015 304093.129 443.73 -90 316.359 1/01/1901 Triton
J079 RC 50 6855793.77 304072.3 444.08 -90 316.359 1/01/1901 Triton
J080 RC 50 6855758.364 304108.689 443.3 -90 316.359 1/01/1901 Triton
J081 RC 35 6855804.996 304004.977 444.54 -90 316.359 1/01/1901 Triton
J082 RC 30 6855818.497 304017.466 444.7 -90 316.359 1/01/1901 Triton
J083 RC 30 6855776.566 304054.18 444.35 -90 316.359 1/01/1901 Triton
J084 RC 30 6855742.228 304092.102 443.19 -90 316.359 1/01/1901 Triton
J085 RC 43 6855851.972 303984.269 444.92 -90 316.359 1/01/1901 Triton
J086 RC 35 6855870.699 303967.32 444.69 -90 316.359 1/01/1901 Triton
J086A RC 18 6855870.016 303967.954 444.71 -55 226.359 1/01/1901 Triton
J087 RC 50 6855776.484 304090.875 443.72 -90 316.359 1/01/1901 Triton
J087A RC 50 6855778.254 304090.175 443.75 -90 316.359 1/01/1901 Triton
J088 RC 35 6855836.184 303998.52 444.82 -90 316.359 1/01/1901 Triton
J089 RC 50 6855736.915 304128.548 443.04 -90 316.359 1/01/1901 Triton
J090 RC 65 6855795.403 304107.07 443.59 -90 316.359 1/01/1901 Triton
J091 RC 35 6855924.152 303954.288 444.4 -90 316.359 1/01/1901 Triton
J092 RC 35 6855903.416 303974.531 444.64 -90 316.359 1/01/1901 Triton
J092Abd? RC 2 6855905.939 303971.5 444.6 -90 316.359 1/01/1901 Triton
J093 RC 50 6855815.316 304058.038 444.47 -90 316.359 1/01/1901 Triton

Independent Geologist’s Report – PVW Resources NL Appendix 1 Page 71

Hole ID Type Depth North East RL Dip Azimuth Date Company
J094 RC 30 6855798.469 304040.1 444.7 -90 316.359 1/01/1901 Triton
J095 RC 65 6855831.968 304075.63 443.99 -90 316.359 1/01/1901 Triton
J096 RC 78 6855849.52 304094.044 443.69 -90 316.359 1/01/1901 Triton
J097 RC 20 6855761.985 304074.717 443.68 -90 316.359 1/01/1901 Triton
J098 RC 20 6855726.509 304108.262 442.95 -90 316.359 1/01/1901 Triton
J099 RC 65 6855759.669 304143.136 442.6 -90 316.359 1/01/1901 Triton
J100 RC 80 6855776.531 304162.932 443.01 -90 316.359 1/01/1901 Triton
J101 RC 80 6855723.681 304214.075 442.96 -90 316.359 1/01/1901 Triton
J102 RC 65 6855706.083 304196.263 442.75 -90 316.359 1/01/1901 Triton
J103 RC 60 6855688.484 304177.167 442.61 -90 316.359 1/01/1901 Triton
J104 RC 60 6855671.921 304159.798 442.38 -90 316.359 1/01/1901 Triton
J105 RC 40 6855689.651 304142.89 442.2 -90 316.359 1/01/1901 Triton
J106 RC 60 6856262.958 303674.981 444.4 -60 244.4699 1/12/1988 Triton
J107 RC 77 6856273.655 303697.379 444.31 -60 244.4699 1/12/1988 Triton
J108 RC 60 6856284.139 303719.329 444.09 -60 244.4699 1/12/1988 Triton
J109 RC 77 6856294.836 303741.727 443.77 -60 244.4699 1/12/1988 Triton
J110 RC 60 6856508.542 303613.249 441.25 -60 244.4699 1/12/1988 Triton
J111 RC 60 6856513.463 303623.552 441.08 -60 244.4699 1/12/1988 Triton
J112 RC 60 6856519.239 303635.646 440.94 -60 244.4699 1/12/1988 Triton
J113 RC 60 6856529.723 303657.597 440.71 -60 244.4699 1/12/1988 Triton
J114 RC 60 6856587.435 303548.061 440.5 -60 244.4699 1/12/1988 Triton
J115 RC 60 6856597.919 303570.011 440.06 -60 244.4699 1/12/1988 Triton
J116 RC 60 6856608.402 303591.961 439.71 -60 244.4699 1/12/1988 Triton
J117 RC 60 6856619.1 303614.358 439.42 -60 244.4699 1/12/1988 Triton
J119 RC 60 6856777.313 303484.879 437.69 -60 244.4699 1/12/1988 Triton
J12 RC 60 6856273.869 303697.827 444.3 -60 244.4699 1/12/1988 Triton
J120 RC 60 6856788.01 303507.276 437.44 -60 244.4699 1/12/1988 Triton
J121 RC 60 6856798.28 303528.778 437.39 -60 244.4699 1/12/1988 Triton
J122 RC 60 6856819.247 303572.677 437.88 -60 244.4699 1/12/1988 Triton
J123 RC 60 6856829.517 303594.18 438.14 -60 244.4699 1/12/1988 Triton
J124 RC 60 6856840.214 303616.577 438.64 -60 244.4699 1/12/1988 Triton
J13 RC 60 6856272.586 303695.139 444.32 -60 244.4699 1/12/1988 Triton
J135 RC 60 6856764.476 303458.002 438.1 -60 244.4699 1/12/1988 Triton
J136 RC 60 6856756.346 303440.98 438.33 -60 244.4699 1/12/1988 Triton
J137 RC 60 6856845.081 303396.398 437.05 -60 244.4699 1/12/1988 Triton
J138 RC 50 6855932.72 303963.192 444.54 -90 316.359 1/01/1901 Triton
J139 RC 50 6855950.175 303945.299 444.31 -90 316.359 1/01/1901 Triton
J14 RC 19 6856522.235 303641.919 440.86 -50 244.4699 1/12/1988 Triton
J140 RC 45 6855966.079 303926.068 443.72 -90 316.359 1/01/1901 Triton
J141 RC 45 6855974.359 303913.22 443.31 -90 316.359 1/01/1901 Triton
J142 RC 25 6856002.561 303848.619 442.52 -90 316.359 1/01/1901 Triton
J143 RC 20 6855947.03 303906.011 443.25 -90 316.359 1/01/1901 Triton
J144 RC 25 6855930.231 303924.563 443.95 -90 316.359 1/01/1901 Triton
J145 RC 25 6855915.027 303945.004 444.29 -90 316.359 1/01/1901 Triton
J146 RC 25 6855897.672 303961.736 444.47 -90 316.359 1/01/1901 Triton
J147 RC 50 6855914.579 303980.021 444.69 -90 316.359 1/01/1901 Triton
J148 RC 50 6855877.785 304014.471 445.11 -90 316.359 1/01/1901 Triton
J149 RC 30 6855806.02 304047.364 444.62 -90 316.359 1/01/1901 Triton
J15 RC 15 6856513.463 303623.552 441.08 -51 64.4699 1/12/1988 Triton
J150 RC 15 6856855.778 303418.796 436.42 -60 244.4699 1/12/1988 Triton
J16 RC 18 6856602.198 303578.97 439.92 -60 244.4699 1/12/1988 Triton

Independent Geologist’s Report – PVW Resources NL Appendix 1 Page 72

Hole ID Type Depth North East RL Dip Azimuth Date Company
J17 RC 18 6856597.277 303568.667 440.09 -60 244.4699 1/12/1988 Triton
J18 RC 18 6856592.356 303558.364 440.28 -60 244.4699 1/12/1988 Triton
J200 RC 50 6855805.837 304083.832 443.88 -90 316.359 1/01/1901 Triton
J201 RC 30 6855785.971 304062.656 444.27 -90 316.359 1/01/1901 Triton
J202 RC 50 6855824.305 304067.131 444.23 -90 316.359 1/01/1901 Triton
J203 RC 50 6855842.143 304049.33 444.54 -90 316.359 1/01/1901 Triton
J204 RC 30 6855826.55 304029.819 444.8 -90 316.359 1/01/1901 Triton
J205 RC 30 6855843.286 304013.929 444.88 -90 316.359 1/01/1901 Triton
J206 RC 50 6855860.204 304032.231 444.72 -90 316.359 1/01/1901 Triton
J207 RC 30 6855862.322 303995.855 445.08 -90 316.359 1/01/1901 Triton
J208 RC 70 6855895.233 304033.333 444.79 -90 316.359 1/01/1901 Triton
J209 RC 70 6855914.086 304014.952 445.08 -90 316.359 1/01/1901 Triton
J210 RC 50 6855896.632 303997.411 445.05 -90 316.359 1/01/1901 Triton
J211 RC 75 6855931.68 303998.412 444.98 -90 316.359 1/01/1901 Triton
J212 RC 60 6855949.021 303981.463 444.82 -90 316.359 1/01/1901 Triton
J213 RC 30 6855932.414 303946.119 444.28 -90 316.359 1/01/1901 Triton
J214 RC 60 6855967.721 303981.821 444.84 -90 316.359 1/01/1901 Triton
J215 RC 50 6855950.116 303963.92 444.59 -90 316.359 1/01/1901 Triton
J216 RC 50 6855967.979 303963.718 444.59 -90 316.359 1/01/1901 Triton
J217 RC 65 6855977.109 303955.187 444.41 -90 316.359 1/01/1901 Triton
J218 RC 50 6855968.625 303946.477 444.27 -90 316.359 1/01/1901 Triton
J219 RC 50 6855985.549 303947.284 444.25 -90 316.359 1/01/1901 Triton
JW01 RC 45 6855988.458 303927.016 443.76 -90 316.359 1/01/1901 Triton
JW02 RC 45 6855979.083 303936.06 443.94 -90 316.359 1/01/1901 Triton
JW02Abd? RC 40 6855976.891 303936.953 443.97 -90 316.359 1/01/1901 Triton
JW03 RC 30 6855954.61 303914.479 443.43 -90 316.359 1/01/1901 Triton
JW04 RC 50 6855960.149 303953.902 444.45 -90 316.359 1/01/1901 Triton
JW05 RC 40 6855938.485 303933.39 444.04 -90 316.359 1/01/1901 Triton
JW06 RC 50 6855951.164 303962.655 444.58 -90 316.359 1/01/1901 Triton
JW07 RC 60 6855947.201 303976.889 444.75 -90 316.359 1/01/1901 Triton
JW08 RC 35 6855901.294 303965.916 444.53 -90 316.359 1/01/1901 Triton
JW09 RC 60 6855902.252 304001.949 445.07 -90 316.359 1/01/1901 Triton
JW10 RC 45 6855878.572 304014.158 445.11 -90 316.359 1/01/1901 Triton
JW11 RC 35 6855848.821 304019.228 444.87 -90 316.359 1/01/1901 Triton
JW12 RC 35 6855834.53 304039.162 444.87 -90 316.359 1/01/1901 Triton
JW13 RC 30 6855788.886 304064.97 444.23 -90 316.359 1/01/1901 Triton
NJWD001 DD 180.5 6856457.999 303537.868 442.47 -59 95.5 28/08/2002 Unknown
NJWD002 DD 351.5 6856958.001 303217.868 436.67 -60 90 1/09/2002 Unknown
NJWD003 DD 300.5 6856958.001 303237.868 436.33 -51.8 96 8/09/2002 Unknown

Killi Killi Prospects - Drill Hole Collars

Hole ID Type Depth North East RL Dip Azimuth Date Company
KK001 RC 6 7813378 498474 400 -90 0 5/11/2010 ORM
KK002 RC 6 7813381 498435 400 -90 0 5/11/2010 ORM
KK003 RC 6 7813382 498395 400 -90 0 5/11/2010 ORM
KK004 RC 6 7813397 498331 400 -90 0 5/11/2010 ORM
KK005 RC 18 7813431 498337 400 -90 0 5/11/2010 ORM
KK006 RC 30 7813415 498387 400 -90 0 5/11/2010 ORM
KK007 RC 12 7813398 498431 400 -90 0 6/11/2010 ORM
KK008 RC 60 7813419 498481 400 -90 0 6/11/2010 ORM

Independent Geologist’s Report – PVW Resources NL Appendix 1 Page 73

Hole ID Type Depth North East RL Dip Azimuth Date Company
KK009 RC 6 7813391 498468 400 -90 0 6/11/2010 ORM
KK010 RC 6 7813377 498636 400 -90 0 6/11/2010 ORM
KK011 RC 12 7813408 498658 400 -90 0 6/11/2010 ORM
KK012 RC 18 7813439 498658 400 -90 0 6/11/2010 ORM
KK013 RC 12 7813558 497127 400 -90 0 7/11/2010 ORM
KK014 RC 12 7813537 497139 400 -90 0 7/11/2010 ORM
KK015 RC 12 7813524 497159 400 -90 0 7/11/2010 ORM
KK016 RC 12 7813521 497179 400 -90 0 7/11/2010 ORM
KK017 RC 6 7813509 497197 400 -90 0 7/11/2010 ORM
KK018 RC 6 7813505 497225 400 -90 0 7/11/2010 ORM
KK019 RC 6 7813515 497246 400 -90 0 7/11/2010 ORM
KK020 RC 6 7813527 497209 400 -90 0 7/11/2010 ORM
KK021 RC 12 7813536 497190 400 -90 0 8/11/2010 ORM
KK022 RC 18 7813541 497170 400 -90 0 8/11/2010 ORM
KK023 RC 18 7813561 497144 400 -90 0 8/11/2010 ORM
KK024 RC 12 7813567 497120 400 -90 0 8/11/2010 ORM
KK025 RC 18 7813579 497144 400 -90 0 8/11/2010 ORM
KK026 RC 12 7813561 497163 400 -90 0 8/11/2010 ORM
KK027 RC 12 7813550 497197 400 -90 0 8/11/2010 ORM
KK028 RC 6 7813539 497209 400 -90 0 8/11/2010 ORM
KK029 RC 6 7813536 497238 400 -90 0 8/11/2010 ORM
KK030 RC 6 7813510 497278 400 -90 0 8/11/2010 ORM
KK031 RC 60 7818886 487615 400 -90 0 6/06/2011 ORM
KK032 RC 60 7818877 487635 400 -90 0 7/06/2011 ORM
KK033 RC 60 7818869 487661 400 -90 0 7/06/2011 ORM
KK034 RC 60 7818858 487679 400 -90 0 8/06/2011 ORM
KK035 RC 60 7818853 487701 400 -90 0 8/06/2011 ORM
KK036 RC 60 7818861 487732 400 -90 0 8/06/2011 ORM
KK037 RC 60 7818861 487596 400 -90 0 9/06/2011 ORM
KK038 RC 30 7818900 487580 400 -90 0 9/06/2011 ORM
KK039 RC 60 7818924 487619 400 -90 0 10/06/2011 ORM
KK040 RC 42 7818910 487643 400 -90 0 10/06/2011 ORM
KK041 RC 60 7818904 487662 400 -90 0 10/06/2011 ORM
KK042 RC 60 7818887 487688 400 -90 0 11/06/2011 ORM
KK043 RC 60 7818881 487712 400 -90 0 11/06/2011 ORM
KK044 RC 66 7818875 487754 400 -90 0 11/06/2011 ORM
KK045 RC 66 7818914 487755 400 -90 0 12/06/2011 ORM
KK046 RC 66 7818915 487722 400 -90 0 12/06/2011 ORM
KK047 RC 60 7818920 487691 400 -90 0 12/06/2011 ORM
KK048 RC 60 7818904 487765 400 -90 0 13/06/2011 ORM
KK049 RC 66 7818940 487764 400 -90 0 13/06/2011 ORM
KK050 RC 40 7818848 487608 400 -60 0 28/09/2011 ORM
KK051 RC 40 7818841 487641 400 -60 0 29/09/2011 ORM
KK052 RC 40 7818830 487666 400 -60 0 29/09/2011 ORM
KK053 RC 49 7818829 487691 400 -60 0 30/09/2011 ORM
KK054 RC 60 7818829 487732 400 -60 0 30/09/2011 ORM
KK055 RC 60 7818834 487775 400 -60 0 30/09/2011 ORM
KK056 RC 79 7818867 487795 400 -60 0 1/10/2011 ORM
KK057 RC 109 7818928 487824 400 -60 0 2/10/2011 ORM
KK058 RC 91 7818906 487791 400 -60 0 2/10/2011 ORM
KK059 RC 49 7818870 488897 400 -60 0 2/10/2011 ORM

Independent Geologist’s Report – PVW Resources NL Appendix 1 Page 74

Hole ID Type Depth North East RL Dip Azimuth Date Company
KK060 RC 49 7818858 488983 400 -60 0 2/10/2011 ORM
KK061 RC 31 7818807 486209 400 -60 0 3/10/2011 ORM
KK062 RC 31 7818699 486226 400 -60 0 3/10/2011 ORM
KK063 RC 31 7818592 486225 400 -60 0 3/10/2011 ORM
KK064 RC 31 7818532 486898 400 -60 0 3/10/2011 ORM
KK065 RC 31 7818446 486905 400 -60 0 3/10/2011 ORM
KK066 RC 31 7818327 486900 400 -60 0 3/10/2011 ORM
KK067 RC 31 7813560 496672 400 -90 0 4/10/2011 ORM
KK068 RC 31 7813602 496615 400 -90 0 4/10/2011 ORM
KK069 RC 31 7813546 496748 400 -90 0 4/10/2011 ORM
KK070 RC 31 7813543 496795 400 -90 0 4/10/2011 ORM
KK071 RC 31 7813162 498470 400 -60 0 4/10/2011 ORM
KK072 RC 31 7813160 498518 400 -60 0 5/10/2011 ORM
KK073 RC 19 7813157 498677 400 -90 0 5/10/2011 ORM
KK074 RC 22 7813157 498701 400 -60 0 5/10/2011 ORM
KK075 RC 13 7813211 498679 400 -90 0 5/10/2011 ORM
KK076 RC 13 7813208 498706 400 -90 0 5/10/2011 ORM
KK085 RC 36 7813477 498454 400 -90 0 11/07/2012 ORM
KK086 RC 40 7813488 498395 400 -80 0 11/07/2012 ORM
KK087 RC 40 7813497 498348 400 -80 0 11/07/2012 ORM
KK088 RC 40 7813519 498302 400 -80 0 12/07/2012 ORM
KK089 RC 40 7813535 498245 400 -80 0 12/07/2012 ORM
KK090 RC 40 7813556 498209 400 -80 0 13/07/2012 ORM
KK091 RC 40 7813543 498155 400 -80 0 13/07/2012 ORM
KK092 RC 40 7813532 498105 400 -80 0 13/07/2012 ORM
KK093 RC 40 7813487 498050 400 -80 0 13/07/2012 ORM
KK094 RC 40 7813489 497995 400 -80 0 13/07/2012 ORM
KK095 RC 40 7813526 497954 400 -80 0 14/07/2012 ORM
KK096 RC 40 7813526 497906 400 -80 0 14/07/2012 ORM
KK097 RC 40 7813521 497851 400 -80 0 14/07/2012 ORM
KK098 RC 40 7813544 497806 400 -80 0 14/07/2012 ORM
KK099 RC 40 7813599 497836 400 -80 0 14/07/2012 ORM
KK100 RC 40 7813545 497744 400 -80 0 15/07/2012 ORM
KK101 RC 40 7813615 497748 400 -80 0 15/07/2012 ORM
KK102 RC 40 7813656 497768 400 -80 0 15/07/2012 ORM
KK103 RC 40 7813589 497690 400 -80 0 15/07/2012 ORM
KK104 RC 40 7813633 497708 400 -80 0 16/07/2012 ORM
KK105 RC 31 7813613 497655 400 -80 0 16/07/2012 ORM
KK106 RC 31 7813671 497654 400 -80 0 16/07/2012 ORM
KK107 RC 31 7813636 497592 400 -80 0 16/07/2012 ORM
KK108 RC 19 7813587 498495 400 -80 0 16/07/2012 ORM
KK109 RC 120 7818796 487821 400 -90 0 17/07/2012 ORM
KK110 RC 120 7818835 487825 400 -90 0 18/07/2012 ORM
KK111 RC 120 7818870 487825 400 -90 0 19/07/2012 ORM
KK112 RC 120 7818900 487825 400 -90 0 19/07/2012 ORM
KK113 RC 120 7818900 487875 400 -90 0 20/07/2012 ORM
KK114 RC 120 7818870 487875 400 -90 0 21/07/2012 ORM
KK115 RC 90 7818835 487875 400 -90 0 22/07/2012 ORM
KK116 RC 130 7818937 487875 400 -90 0 22/07/2012 ORM

Independent Geologist’s Report – PVW Resources NL Appendix 1 Page 75

Mt Clifford Prospect - Significant Intercepts

From To Length Au
Hole ID
(m) (m) (m) (g/t)
86MCP03 11 14 3 13.27
86MCP04 8 12 4 0.77
86MCP04 16 20 4 0.71
86MCP15 31 38 7 3.81
86MCP20 46 49 3 0.57
86MCP21 11 19 8 0.78
86MCP21 37 42 5 1.34
MCR097 0 8 8 1.11
MCR103 8 12 4 1.51
MCR141 0 4 4 0.79
MCR142 4 8 4 0.8
NRC001 32 35 3 0.93
RC025 41 44 3 11.23
RC026 16 20 4 0.53
RC026 26 29 3 1.92
RC027 25 30 5 5.59
RC027 38 41 3 4.91
RC028 36 40 4 22.35
RC030 16 23 7 1.74
RC031 9 12 3 1.15
RC031 22 30 8 4.12
RC032 12 15 3 2.03
RC033 9 12 3 6.15
RC033 19 26 7 4.28
RC034 22 28 6 1.88
RC037 16 28 12 2.12
RC040 26 31 5 2.89
RC041 16 19 3 0.78
RC044 53 56 3 3.59
RC045 24 29 5 26.62
RC045 33 36 3 1.19
RC047 13 19 6 6.6
RC050 0 3 3 0.7
RC050 8 11 3 1.24
RC051 55 58 3 36.79
RC059 42 45 3 0.79
WILRC9704 30 33 3 4.88
WILRC9706 45 56 11 8.52
WILRC9709 27 31 4 2.54
WILRC9711 70 73 3 1.48
WILRC9714 0 10 10 0.63
WILRC9714 25 30 5 0.6
WILRC9717 40 45 5 0.54
WVR9719 11 16 5 1.5

Independent Geologist’s Report – PVW Resources NL Appendix 1 Page 76

 From To Length Au
Hole ID
(m) (m) (m) (g/t)
WVR9755 6 10 4 0.98
WVR9777 5 10 5 1.55
WVR9777 15 20 5 0.7

Jungle Well Prospect - Significant Intercepts

From To Length Au
Hole ID
(m) (m) (m) (g/t)
03JWAR002 61 67 6 1.10
03JWAR004 42 46 4 1.06
03JWAR006 42 45 3 0.92
03JWAR018 44 47 3 0.85
09NJWA0122 72 76 4 0.68
96JWAR038 24 30 6 0.79
96JWAR065 30 37 7 1.21
96JWAR066 23 30 7 1.83
96JWAR066 42 48 6 0.76
96JWAR079 30 42 12 0.56
96JWAR080 30 37 7 0.58
96JWAR086 11 18 7 1.29
96JWAR089 54 73 19 0.76
96JWAR096 36 43 7 0.53
96JWAR097 24 31 7 1.72
96JWRC009 64 70 6 1.29
96JWRC012 33 40 7 2.91
96JWRC014 0 6 6 0.57
96JWRC014 48 54 6 0.70
96JWRC014 61 65 4 0.62
96JWRC020 67 72 5 2.23
96JWRC020 73 78 5 1.56
96JWRC026 59 62 3 1.02
96JWRC027 68 74 6 2.31
96JWRC027 77 80 3 1.75
96JWRC030 53 56 3 1.22
96JWRC030 58 62 4 1.69
96JWRC032 60 65 5 2.05
96JWRC034 37 40 3 1.06
96JWRC038 78 84 6 2.39
97JWRC003 31 34 3 0.65
97JWRC010 57 60 3 0.59
97JWRC013 70 74 4 0.91
97JWRC013 76 79 3 1.24
97JWRC014 21 27 6 1.02
97JWRC014 35 38 3 0.56

Independent Geologist’s Report – PVW Resources NL Appendix 1 Page 77

 From To Length Au
Hole ID
(m) (m) (m) (g/t)
97JWRC015 48 51 3 0.53
97JWRC015 67 70 3 0.93
97JWRC016 60 63 3 0.62
97JWRC022 0 4 4 1.22
97JWRC024 8 11 3 0.80
97JWRC024 22 27 5 1.37
97JWRC025 29 33 4 0.82
97JWRC034 109 112 3 0.83
DDH001 29 33 4 0.59
DDH003 46 55 9 3.01
J13 5 12 7 0.72
J019 17 20 3 1.25
J023 21 24 3 0.76
J027 10 13 3 1.34
J028 8 13 5 0.77
J044 58 61 3 1.44
J045 44 50 6 1.39
J046 29 33 4 0.73
J046 47 50 3 0.85
J047 49 53 4 1.29
J048 44 51 7 1.90
J049 49 52 3 1.83
J051 67 70 3 1.76
J052 71 77 6 5.66
J053 62 68 6 2.75
J054 57 62 5 2.12
J054 69 72 3 0.65
J056 47 52 5 2.06
J057 45 50 5 1.69
J057 52 59 7 5.61
J062 53 58 5 0.78
J063 54 60 6 1.25
J064 52 56 4 0.83
J065 37 41 4 1.22
J065 52 55 3 0.95
J067 69 77 8 1.21
J068 57 63 6 1.87
J070 77 81 4 1.05
J072 81 86 5 1.50
J073 69 75 6 0.93
J074 61 64 3 1.00
J074N 56 62 6 0.98
J075 60 63 3 0.56
J079 29 36 7 2.07
J080 12 15 3 1.10
J080 20 23 3 0.92
J087A 19 22 3 1.12

Independent Geologist’s Report – PVW Resources NL Appendix 1 Page 78

 From To Length Au
Hole ID
(m) (m) (m) (g/t)
J087A 24 28 4 1.56
J095 48 51 3 0.71
J095 55 59 4 1.41
J099 30 33 3 0.98
J100 66 70 4 0.85
J101 65 69 4 1.07
J107 6 9 3 0.55
J109 58 61 3 1.81
J111 50 55 5 0.92
J116 37 41 4 1.42
J119 28 31 3 1.09
J147 47 50 3 1.52
J202 35 39 4 0.76
J202 47 50 3 0.63
J208 56 61 5 0.70
JN2 27 32 5 1.25
JW15 51 55 4 2.45
NJWD002 281.55 288 6 2.63

Killi Killi West Prospect - Significant Intercepts

From To Length Au
Hole ID
(m) (m) (m) (g/t)
KK0-111 36 40 4 0.50
KKO-113 56 60 4 0.50
KKO-116 68 76 8 4.2

Independent Geologist’s Report – PVW Resources NL Appendix 1 Page 79

Appendix 2 - JORC Code Table 1
JORC Code Table 1 covering the Mt Clifford, Jungle Well and Killi
Killi Prospects
Section 1 Sampling Techniques and Data
(Criteria in this section apply to all succeeding sections.)
Criteria Explanation Comment
Nature and quality of sampling. Mt Clifford Prospect
Sampling Sampling of the mineralisation at Mt Clifford prospect was undertaken by 4 different
Include reference to measures taken
techniques exploration companies (Tunax, CRAE, Hill Minerals and Dalrymple) in the period 1986 to 1996 .
to ensure sample representivity and
Drilling was via open hole percussion, RAB, aircore and RC. Some UG sampling was undertaken.
the appropriate calibration of any
The method and quality of sampling was not consistently documented, and no QAQC samples
measurement tools or systems used.
were taken to monitor the quality of sampling.
Aspects of the determination of Hill Minerals undertook a program of surveying, mapping and sampling of the historic
mineralisation that are Material to underground workings. Thirty vertical shafts, four underlay shafts, twenty-two pits and one adit
the Public Report. were surveyed and geologically mapped during this program. Structurally and lithologically
controlled channel samples averaging 3kg in weight were taken. These were taken both
horizontally and vertically and where possible, normal to the observed geology. A total of 274
samples were taken from the workings in this area.
Jungle Well Prospect
Sampling of the mineralisation at Jungle Well prospect was undertaken by several different
exploration companies (Kulim Pty Ltd, Triton resources and Australian Goldfields NL ) in the
period 1986 to 1997 . Drilling was via open hole percussion, RAB, aircore, RC and diamond. The
method and quality of sampling was not generally documented, and no QAQC samples were
taken to monitor the quality of sampling.
Killi Killi West Prospect
All sampling reporting gold intersections was by the RC drilling method undertaken by Orion
Metals in 2011-12.
Drill type (e.g. core, reverse Mt Clifford Prospect
Drilling circulation, open-hole hammer, Tunax Resources in 1985 drilled 16 open hole percussion holes for 357m.
techniques rotary air blast, auger, Bangka, CRAE in 1986 undertaking RAB (147 holes for 1315 m) and RC (19 holes for 675 m) drilling.
sonic, etc) and details (ego core Hillmin Gold Mines in 1988 undertook RC (19 holes for 675 m) and diamond (2 HQ3 holes for
diameter, triple or standard tube, 53.5m) drilling, analysing 633 samples for gold by fire assay.
depth of diamond tails, face- Dalrymple 1995-97 drilled 135 holes for 2960 metres were drilled on the Mt Clifford Prospect
sampling bit or other type, whether comprising 17 RC holes for 1,468m; Vertical RAB 115 holes for 1,415m and Angled RAB 3 holes
core is oriented and if so, by what for 77m.
method, etc). Jungle Well Prospect
Dechow & Co Pty and Kulim Ltd conducted a total of 43 holes since 1981 to 1986. Which
consists of 4 RC drill holes. Triton Resources Ltd drilled 27 RC holes and 20 RAB holes from 1988
to 1993 to test further identified geochemical anomalies in Jungle Well tenement In 1993 Triton
further drilled 20 RC holes for resource definition. Australian Goldfields NL Drilled in in 1996 39
RC angled holes totalling 2400m and in 1997 drilled 39 RC angled holes totalling 2749m.
Killi Killi West Prospect
RC drilling method was employed by Orion Metals in 2011-12. In July 2012 an 8 hole RC drill
hole programme, KKO-109 – KKO-116 for a total of 940 metres was done by Orbit Drilling.
Method of recording and assessing Mt Clifford Prospect
Drill sample core and chip sample recoveries and None of the 4 previous explorers (Tunax, CRAE, HillMin and Dalrymple) described how the RC
recovery results assessed. samples were recovered or split at the drill rig. It is presumed that the standard operating
Measures taken to maximise sample procedures for the WA exploration industry in the 1980 to 1990s were employed.
recovery and ensure representative No comment can be made about measures taken to maximise sample recovery and ensure
nature of the samples. representative nature of the samples.
Whether a relationship exists No comment can be made about whether sample bias may have occurred.
between sample recovery and grade Jungle Well Prospect
and whether sample bias may have None of the 3 previous explorers ( Kulim Pty. Ltd, Triton Resources and Australian Goldfields NL
occurred due to preferential ) described how the RC samples were recovered or split at the drill rig. It is presumed that the
loss/gain of fine/coarse material. standard operating procedures for the WA exploration industry in the 1980 to mid 1990s were
employed.
Killi Killi West Prospect
No details of the sample recovery were reported by Orion Metals except that the majority of
drilling was dry.
Whether core and chip samples have Mt Clifford Prospect
Logging been geologically and geotechnically Tunax produced handwritten logs with gold assay results handwritten into the logs.
logged to a level of detail to support CRAE produced electronic logs with a written description of the lithology.
appropriate Mineral Resource Hill Minerals did not provide the logs in their WAMEX reports but logging was annotated onto
estimation, mining studies and drill hole traces on cross sections – electronic drafting.
metallurgical studies. Dalrymple provided printouts of coded lithology logs for each hole but no key for the codes.
Whether logging is qualitative or Jungle Well Prospect
quantitative in nature. Core (or Kulim Pty Ltd produced handwritten logs with gold assay results.
costean, channel, etc) photography. Triton produced both handwritten logs and printed gold assay results.

Independent Geologist’s Report – PVW Resources NL Appendix 2 Page 80

 The total length and percentage of
the relevant intersections logged.
If core, whether cut or sawn and
Sub-sampling whether quarter, half or all core
techniques and taken.
sample If non-core, whether riffled, tube
preparation 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.
The nature, quality and
Quality of appropriateness of the assaying and
assay data and laboratory procedures used and
laboratory whether the technique is considered
tests 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.
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
Verification of intersections by independent or
sampling and alternative company personnel.
assaying 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
Location of to locate drill holes (collar and down-
data points 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 for reporting of
Data spacing Exploration Results.
Independent Geologist’s Report – PVW Resources NL
Australian Goldfields produced both handwritten and printed logs with gold assay results.
Killi Killi West Prospect
Simple geological descriptions were entered into a single field in electronic logs for each metre.
Mt Clifford Prospect
Hill Minerals in 1988 undertook surveying and sampling of the historic workings at Mt Clifford,
which yielded 57 structurally and lithologically controlled channel samples taken both
horizontally and vertically, and where possible, normal to the observed geology.
Dalrymple Resources explored during 1995-96 , RAB drilling (118 holes for 1492m), RC drilling
(17 holes for 1468m).
The reverse circulation percussion drilling was carried using wet and dry sample splitters.
Samples were collected every metre and split down to approx. 1 kg samples. Samples were
composited to represent intervals of up to 4m over zones showing no alteration or apparent
mineralisation, and 1metre for the rest of the hole. Samples were submitted for assay Au by
AAS with repeats of significant assays by FA.
Dalrymple sampled at 1 metre and 4 metre intervals with the 1 metre samples used to follow up
results of greater than 0.25 9/t gold. AR samples were assayed by fire assay.
Jungle Well Prospect
No mention in Kulim Pty. Ltd. and Triton Resources reports on how samples were collected.
Australian Goldfields sampled using 5m composite intervals with 1m samples collected through
zones interpreted as mineralised or composite sample anomalous for Au and assay method
used is FA.
Killi Killi West Prospect
RC drill hole samples comprised of 2 metre composite samples from the silicified conglomerate
lenses a few metres above the unconformity and 4 metre composite samples taken from the
underlying stratigraphic sequence. No details of the sub sampling protocols were reported by
Orion Metals.
Mt Clifford Prospect
Tunax and CRAE did not state the method of assay or the lab used or method of assay.
Hill Minerals Gold Mines analysing 633 samples for gold by fire assay.
Dalrymple Resources RC samples were assayed for Au, Pt and Pd as 5m composites by
Ultratrace, and then the best intercepts were re-assayed as 1m splits using ICP-OES.
Jungle Well Prospect
Kulim Pty Ltd did not mention any assay method or labs used for determining assay values
Triton Resources reported the assays were carried out at Analabs of Kalgoorlie for Au. The FA-
50 procedure was employed which involves fire assay of a 50gram sample aliquot with lower
detection limit. Australian Goldfields NL collected in 1996 a total of 1177 samples for assay on
which 961 one metre sample ( Au FA assay on) and 216 six metre composites were assayed by
Ultra Trace Perth for Au(ppb) , As, Cu, Pb, Zn, Ni, Cr, Pt and Pd.
Australian Goldfields NL in 1997also submitted 61 composite samples that were assayed on
mine site laboratory for Au using Leachwell technique and 2464m samples were sent to KAL
Assay Labs in Kalgoorlie for Au using FA method
Killi Killi West Prospect
RC drill hole composite samples were analysed at SGS laboratories, Newburn, Western
Australia. Au by FAA303 (FAS, AAS, 30g).
Mt Clifford Prospect
All the drilling was done by previous explorers. There is no record of verification, twinned holes,
data entry procedures, data verification, data storage (physical and electronic) protocols. Some
analytical lab reports are provided. No adjustment to assay data are known.
Jungle Well Prospect
All the drilling was done by previous explorers. There is no record of verification, twinned holes,
data entry procedures, data verification, data storage (physical and electronic) protocols. Some
analytical lab reports are provided. No adjustment to assay data are known.
Australian Goldfields stated a drill hole database compiled by Snowden to calculate the resource
in 1997
Killi Killi West Prospect
No details of verification were provided. Several inconsistencies between databases have been
identified by PVW’s data review.
Mt Clifford Prospect
Collar survey methods were not disclosed by Tunax, CRAE, HillMin and Dalrymple
There is no down hole survey for any holes.
The old AMG and a local grid were used. These have been converted to UTM MGA Zone 51.
Some drill hole collars remain and have been resurveyed by hand held GPS.
Little topographic control was implemented.
Jungle Well Prospect
Collar survey methods were not mentioned by Kulim Pty Ltd and Triton.
There is no down hole survey for any holes for Kulim Pty Ltd and Triton.
The old AMG and a local grid were used. These have been converted to UTM MGA Zone 51.
Australian Goldfields have the majority of collar locations surveyed by mine surveyor on mine
grid. The AMG coordinates were transformed to mine grid . All holes with Australian Goldfields
were drilled at -60 degrees to the West with no downhole survey recorded.
Little topographic control was implemented.
Killi Killi West Prospect
No details on the method of survey were provided in the reports by Orion.
Mt Clifford Prospect
A map showing the drilling at Mt Clifford is provided above. The average spacing is 20m x20m
Appendix 2 Page 81
and Whether the data spacing and
distribution 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.
Whether the orientation of sampling Mt Clifford Prospect
Orientation of achieves unbiased sampling of
data in relation possible structures and the extent to mineralisation at high angles reducing the potential for sample bias.
to geological which this is known, considering the Jungle Well Prospect
structure 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 The measures taken to ensure
security sample security.
Audits or The results of any audits or reviews
reviews of sampling techniques and data.
Section 2 Reporting of Exploration Results
(Criteria listed in the preceding section also apply to this section.)
Criteria Explanation
Type, reference name/number,
Mineral tenement location and ownership
and land tenure including agreements or
status 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.
Exploration done by Acknowledgment and appraisal
other parties of exploration by other parties.
Deposit type, geological setting
Geology and style of mineralisation.
A summary of all information
Drill hole material to the understanding
Information of the exploration results
including a tabulation of the
following information for all
Material drill holes:
In reporting Exploration Results, Mt Clifford and Jungle Well Prospects
Data aggregation weighting averaging
methods techniques, maximum and/or
minimum grade truncations
(e.g. cutting of high grades) and
cut-off grades are usually
Material and should be stated.
The assumptions used for any
reporting of metal equivalent
values should be clearly stated.
These relationships are
Relationship particularly important in the
Independent Geologist’s Report – PVW Resources NL
Some sample compositing has been applied.
Jungle Well Prospect
A map showing collar plan of Jungle Well Open pit area is provided above. The average spacing
is 20m x20m
Some sample compositing has been applied reported by Australian Goldfields NL
North of Jungle Well the drill spacing in 100mx 20m RAB holes and to the South of the Pit 200m
X 20m
RAB drilling spacing
Killi Killi West Prospect
Drill holes were space at 20 to 50m intervals and angled in a variety of directions and angles but
mostly 80 or 90 degrees.
The drilling was generally angled to the west which intersected the shallowly east dipping
The drilling was a series of angled to the west and vertical directions holes which previously
intersected east dipping and mineralised shear zone near surface within the oxide/laterite
zone. The samples bias cannot be determined at this stage as the ore body continuity has not
been established below the current pit as further drilling is still required.
Killi Killi West Prospect
The orientation of the mineralised structure has not been clearly established. Bedding is
shallowly dipping.
Mt Clifford, Jungle Well, Killi Killi West Prospect
Unknown - no documentation was found.
Mt Clifford Prospect , Jungle Well, Killi Killi West Prospect
No audits or reviews are recorded.
Comment
Mt Clifford Prospect
Granted Mining Lease. Refer section 2.2 above
Small scale underground and surface mining is currently operation on the Mining Lease under
the DMP prospecting permit system. No impediments are foreseen for mining on a large scale.
Jungle Well Prospect
Granted Mining Lease. Refer section 2.2 above
Previous mining of an open pit on the Mining Lease in 1990’s. No impediments are foreseen
for mining again.
Killi Killi West Prospect
Exploration Licences - Refer section 3.2 above.
All exploration has been done by other parties for all 3 of the prospects discussed in this
report.
Refer to the geology sections for each of the 4 project areas in the report above.
Refer to Appendix 1 for a tables providing summary of all information material to the
understanding of the exploration results including a tabulation of the following information:
For every RC and diamond drill hole at the prospect: Hole ID, Type, Depth, North, East, RL, Dip,
Azimuth, Date, Company.
All intersection which assayed over the following criteria were detailed with: Hole ID, From, To,
Length, Au.
Cut-off criteria: greater than 3m @ 0.5 g/t Au with 1m of internal waste (<0.5 g/t) permitted.
All intervals not provided were less than this.
Exploration Results are provided using a weighting averaging techniques - 0.5 g/t over a
minimum of 3m composite interval down hole, with up to 1m of internal waste permitted.
No metal equivalents used for any of the prospects.
Mt Clifford Prospect and Jungle Well
Down hole length are reported in all items rather than true widths.
Appendix 2 Page 82
between reporting of Exploration Results.
mineralisation Jungle Well Prospect
If the geometry of the
widths and Down hole length are reported in all items rather than true widths.
mineralisation with respect to
intercept lengths
the drill hole angle is known, its
Killi Killi West Prospect
nature should be reported.
Down hole length are reported in all items rather than true widths.
If it is not known and only the
down hole lengths are reported,
there should be a clear
statement to this effect.
Appropriate maps and sections Mt Clifford Prospect
Diagrams (with scales) and tabulations of Appropriate diagrams are provided in the report body.
intercepts should be included Jungle Well Prospect
for any significant discovery Appropriate diagrams are provided in the report body.
being reported These should Killi Killi West Prospect
include, but not be limited to a The prospect is still at an early stage of investigation with only a few holes drilled to test the
plan view of drill hole collar gold mineralisation detected, therefore the inclusion of plans and sections is not yet
locations and appropriate warranted.
sectional views.
Where comprehensive reporting No reporting of drill hole grade information has been made for the Gordon Sirdar or the
Balanced reporting of all Exploration Results is not Brilliant Well projects, which are at a early stage of exploration with no targets as yet defined.
practicable, representative Significant intercepts have been discussed for the Mt Clifford project (Jungle Well prospect and
reporting of both low and high Mt Clifford prospect) and Tanami West project (Killi Killi prospect).
grades and/or widths should be The location and tenor of significant drill intersections have also been shown on representative
practiced to avoid misleading cross sections and long sections for the Jungle Well and the Mt Clifford prospects. This has
reporting of Exploration Results. been balanced by reporting summary information for all the RC and diamond holes drilled on
each of these 3 prospects in Appendix 2. The collar information is provided in Appendix 2
(BHID, Type, Company, Total Depth, Date, Easting, Northing, RL, Inclination, Azimuth), and the
significant intercepts are provided in Appendix 2. All drill hole intervals not reported are
<0.5g/t Au under 3m, which is the majority of the samples. This is made clear on the cross
sections provided in the report.
No reporting of drill hole grade information has been made for the remainder of the Mt
Clifford and Tanami project tenements outside the 3 prospects, these tenements are at a early
stage of exploration with no targets as yet defined.
Other substantive Other exploration data, if Mt Clifford Prospect
exploration data meaningful and material, Dalrymple Resources explored during 1995-96 and undertook a ground magnetic survey, a TEM
should be reported. survey. Hill Minerals in 1988 undertook metallurgical test work by AMMTC in Perth on 2
composite samples which yielded positive results. Cyanidation bottle toll tests on the high
grade (20g/t Au) samples returned recoveries of between 86% and 89% using standard
chemical loadings and grind size.
Small scale mining by the tenement vendors, the Williams Syndicate, is providing fresh
underground openings into the mineralised veins and shears with gold ore being mined and
processed on site at a rate of 2 t/day.
Jungle Well Prospect
Kulim Pty. Ltd. conducted some soil geochemical survey followed by RC drilling in 1985 -1986
Genalysis and Australian Assay Laboratories assayed the samples but methodology was not
mentioned.
Further testing on Aeromagnetic Anomalies and soils anomalies by drilling RAB and RC holes
was done by Triton Resources up to early 1990s along the strike of the Jungle well Tenement
M37/135. Triton Resources conducted a trial pit prior in the early 1990’s with 3 diamond holes
used for metallurgical samples and the test indicated cyanide extraction of 94.6% of the gold
in 24 hours.
The nature and scale of planned Mt Clifford Prospect and Jungle Well
Further Work further work (e.g. tests for Significant further work is planned for the 2 prospects including, data compilation, 3D
lateral extensions or depth modelling, structural analysis, geophysical data reprocessing, underground sampling, RC
extensions or large-scale step- drilling (resource and extensional), QAQC controls, survey picked, topographic surveying,
out drilling). down hole surveying, resource estimation, diamond drilling, metallurgical test work, mining
studies, environmental baseline surveys, geotechnical work; leading to feasibility studies.
Killi Killi West Prospect
Further work is planned for Killi Killi West which may include data compilation, 3D modelling,
structural analysis, mapping and drilling.
Diagrams clearly highlighting Mt Clifford Prospect
the areas of possible extensions, Diagrams provided in body of report.
including the main geological Jungle Well Prospect
interpretations and future Diagrams provided in body of report.
drilling areas, provided this Killi Killi West Prospect
information is not commercially Diagrams have not been provided as the gold mineralisation has not yet been adequately
sensitive. defined by the limited drilling to date.

Independent Geologist’s Report – PVW Resources NL Appendix 2 Page 83

7. FINANCIAL INFORMATION

[commences on the following page]

132
31 October 2018

The Directors
PVW Resources NL
Level 1, 675 Murray Street
West Perth, WA 6005

Dear Directors

Independent Accountant’s Report

Independent Limited Assurance Report (“Report”) on PVW Resources NL Historical

and Pro Forma Historical Financial Information

Introduction

We have been engaged by PVW Resources NL (“PVW Resources” or the “Company”) to report on
the historical financial information of PVW Resources for the period ended 30 June 2018 and pro
forma financial information of the Company as at 30 June 2018 for inclusion in the prospectus
(“Prospectus”) of PVW Resources dated on or about 31 October 2018 in connection with PVW
Resources’ proposed initial public offering and listing on the Australian Securities Exchange
(“ASX”), pursuant to which the Company is offering 25,000,000 ordinary PVW Resources shares
at an issue price of $0.20 per share to raise $5 million (“minimum subscription”).
Oversubscriptions of up to a further 10,000,000 ordinary PVW Resources shares at an issue price
of $0.20 per Share may be accepted resulting in the maximum total raising of up to $7 million
(“maximum subscription”). Expressions and terms defined in the Prospectus have the same
meaning in this Report.

The future prospects of the Company, other than the preparation of a Pro Forma Historical
Financial Information assuming completion of the transactions summarised in Note 1 of the
Appendix of this Report, are not addressed in this Report. This Report also does not address the
rights attaching to the shares to be issued pursuant to this Prospectus, nor the risks associated
with an investment in shares in the Company.

Background

PVW Resources was incorporated in Western Australia (“WA”) as an unlisted no liability company
on 1 February 2018. Since incorporation the Company has acquired a number of tenement
packages with a focus on exploring for precious metals, with gold being the key focus. The
Company’s exploration activities are predominately focussed on gold exploration. The Company
holds tenement packages with rights to three different areas of interest in Western Australia,
grouped into the following three distinct projects:

 Mount Clifford Project (including the Brilliant Well Project) – This project consists of
two exploration licences and six prospecting licences. It is situated in close proximity to
a number of junior and Tier 1 gold operators. Included in this project is the historical
Jungle Well mine which was closed in 1996 following a major cyclone that flooded the
pit. The Viking mine, which is not part of the PVW tenement, is immediately to the south
 of the Mount Clifford tenements. Also included in the Mount Clifford Project Area is the
Brilliant Well Project which comprises one granted exploration licence.

 Tanami West Project – This project consists of seven granted exploration licences and
six exploration licence applications. It is situated in the Kimberly region of WA, adjacent
the Northern Territory border. Tanami is known for its high exploration potential and
significant mineralisation. The Company has also entered into a farmin and joint venture
agreement to earn up to a 90% interest in the tenements comprising the Tanami West
Project. The Company has already completed the requirements to earn its initial 35%
interest in those tenements.

 Gordon Sirdar Project – This project consists of three granted exploration licences and
five prospecting licence applications. It is situated in close proximity to Kalgoorlie in WA
and is surrounded by many gold deposits and operating gold mills.

Historical financial information

You have requested Nexia Perth Corporate Finance Pty Ltd (“NPCF”) to review the following
historical financial information of the Company included in the Prospectus and the Appendix to
this Report:

 The consolidated statements of financial performance and cash flows of the Company
and its controlled entities for the year ended 30 June 2018; and

 The consolidated statement of financial position of the Company and its controlled entities
as at 30 June 2018.

(together the “Historical Financial Information” attached at the Appendix to this Report).

The Historical Financial Information has been prepared in accordance with the stated basis of
preparation, being the recognition and measurement principles of the International Financial
Reporting Standards and the Company’s adopted accounting policies.

The Historical Financial Information has been extracted from the financial statements of the
Company for the period 1 February 2018 to 30 June 2018, which were audited by Nexia Perth
Audit Services Pty Ltd (“NPAS”) in accordance with Australian Auditing Standards. The audit report
issued for the year ended 30 June 2018 was an unqualified opinion.

The Historical Financial Information is presented in the Prospectus in an abbreviated form, insofar
as it does not include all of the presentation and disclosures required by International Financial
Reporting Standards and other mandatory professional reporting requirements applicable to
general purpose financial reports prepared in accordance with the Corporations Act 2001.
Pro forma historical financial information

You have requested NPCF to review the pro forma historical consolidated statement of financial
position as at 30 June 2018, referred to as “the Pro Forma Historical Financial Information”.

The Pro Forma Historical Financial Information has been derived from the Historical Financial
Information of the Company after adjusting for the effects of the subsequent events and pro
forma adjustments described in Note 1 of the Appendix to this Report. The stated basis of
preparation is the recognition and measurement principles of the International Financial Reporting
Standards applied to the Historical Financial Information and the events or transactions to which
the subsequent events and pro forma adjustments relate, as described in Note 1 of the Appendix
to this Report, as if those events or transactions had occurred as at the date of the Historical
Financial Information.
Due to its nature, the Pro Forma Historical Financial Information does not represent the
Company’s actual or prospective financial position or statement of financial performance.

Directors’ responsibility

The Directors of the Company are responsible for the preparation of the Historical Financial
Information and Pro Forma Historical Financial Information, including the selection and
determination of pro forma adjustments made to the Historical Financial Information and included
in the Pro Forma Historical Financial Information. This includes responsibility for such internal
controls as the Directors determine are necessary to enable the preparation of Historical Financial
Information and Pro Forma Historical Financial Information 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. 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.

A review consists of making such enquiries, primarily of persons responsible for financial and
accounting matters, and applying analytical and other review procedures. Our procedures
included:

 A consistency check of the application of the stated basis of preparation to the Historical
and Pro Forma Historical Financial Information;
 A review of the Company’s and its auditors’ work papers, accounting records and other
documents;
 Enquiry of directors, management personnel and advisors;
 Consideration of subsequent events and pro forma adjustments described in Note 1 of
the Appendix to this Report; and
 Performance of analytical procedures applied to the 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.
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, as described in the Appendix to this Report, and
comprising:

 The consolidated statements of financial performance and cash flows of the Company
and its controlled entities for the year ended 30 June 2018; and
 The consolidated statement of financial position as at 30 June 2018 of the Company and
its controlled entities,

are not presented fairly, in all material respects, in accordance with the stated basis of
preparation, as described in Note 2(a) of the Appendix to this Report.

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, as described in the Appendix to this
Report, and comprising the consolidated statements of financial position as at 30 June 2018 of
the Company and its controlled entities are not presented fairly in all material respects, in
accordance with the stated basis of preparation, as described in Note 2(a) of the Appendix of this
Report.

Restriction on Use

Without modifying our conclusions, we draw attention to 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.

Responsibility

NPCF has consented to the inclusion of this assurance report in the Prospectus in the form and
context in which it is included. NPCF has not authorised the issue of the Prospectus. Accordingly,
NPCF makes no representation regarding, and takes no responsibility for, any other documents
or material in, or omissions from, the Prospectus.

Disclosure of Interest

NPCF does not have any pecuniary interest that could reasonably be regarded as being capable
of affecting its ability to give an unbiased conclusion in this matter. NPCF will receive a
professional fee for the preparation of this Report.

Yours faithfully
NEXIA PERTH CORPORATE FINANCE PTY LTD

T J SPOONER FCA FCA(UK) ACIS AGIA AMIIA

DIRECTOR
Appendix A – Historical and Pro Forma Financial Information

CONSOLIDATED PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

STATEMENT
FOR THE PERIOD 1 FEBRUARY 2018 TO 30 JUNE 2018

CONSOLIDATED
2018 2017
$ $
Continuing Operations
Revenue
Finance income - -

Non-Executive Directors’ fees - -

Depreciation expenses 3 -
Foreign exchange loss - -
Exploration expenses 81,534 -
Employment expenses - -
Share based payments to employees - -
Finance costs 87 -
Other administrative expenses 15,025 -
Loss before income tax (96,649) -

Income tax expense - -

Net loss for the period (96,649) -

OTHER COMPREHENSIVE GAIN/(LOSS)

Items that may be reclassified subsequently to profit or
loss:
Exchange differences on translating operations in foreign
- -
currencies
Other comprehensive gain/(loss) for the period net of tax - -
Total comprehensive loss attributable to members
(96,649) -
of PVW Resources NL

Loss per share (cents per share)

- basic and diluted 0.43 -

Investors should note that past results are not a guarantee of future performance.
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE PERIOD 1 FEBRUARY 2018 TO 30 JUNE 2018

2018 2017
$ $

CASH FLOWS FROM OPERATING ACTIVITIES

Receipts from customers - -
Payments to suppliers and employees (85,595) -
Interest received - -
Interest paid - -
Net cash flows used in operating activities (85,595) -

CASH FLOWS FROM INVESTING ACTIVITIES

Payment for property, plant and equipment (2,232) -
Payment for shares in subsidiary companies - -
Net payment for capitalised exploration expenses - -
Net cash flows used in investing activities (2,232) -

CASH FLOWS FROM FINANCING ACTIVITIES

Issuance of shares, net of capital raising costs 763,100 -
Proceeds of borrowings - -
Repayment of borrowings and convertible notes - -
Net cash flows from financing activities 763,100 -

Net increase/(decrease) in cash and cash equivalents 675,273 -

Cash and cash equivalents at beginning of period - -
Effects of exchange rate changes on cash and cash
- -
equivalents
Cash and cash equivalents at end of period 675,273 -

Investors should note that past results are not a guarantee of future performance.
HISTORICAL AND PRO FORMA STATEMENT OF FINANCIAL POSITION

Audited Subsequent Unaudited Unaudited

Note 30 June 2018 Events Pro Forma Adjustments Pro Forma After public offer
(unaudited) Min Max Min Max
$ $ $ $ $ $
CURRENT ASSETS
Cash and cash equivalents 3 675,273 747,000 3,928,500 5,770,750 5,350,773 7,193,023

Other receivables 4 5,187 (5,000) - - 187 187

680,460 742,000 3,928,500 5,770,750 5,350,960 7,193,210
NON CURRENT ASSETS
Plant and Equipment 5 2,229 - - - 2,229 2,229
2,229 - - - 2,229 2,229
CURRENT LIABILITIES
Trade and other payables 6 16,238 (16,000) - - 238 238
16,238 (16,000) - - 238 238
NON CURRENT LIABILITIES
Rehabilitation Provision 7 - 250,000 - - 250,000 250,000
- 250,000 - - 250,000 250,000
NET ASSETS 666,451 508,000 3,928,500 5,770,750 5,102,951 6,945,201
EQUITY
Contributed equity 8 763,100 1,430,500 4,778,500 6,620,750 6,972,100 8,814,350
Reserves 9 - 517,100 - - 517,100 517,100
Accumulated losses 10 (96,649) (1,439,600) (850,000) (850,000) (2,386,249) (2,386,249)
TOTAL EQUITY 666,451 508,000 3,928,500 5,770,750 5,102,951 6,945,201
Notes

Note 1: Introduction

The financial information set out in this Appendix consists of the consolidated statement of
financial position as at 30 June 2018 and the consolidated statement of financial performance
and cash flows for the period ended 30 June 2018 (“Historical Financial Information”) together
with the pro forma consolidated statement of financial position as at 30 June 2018, reflecting the
Directors’ pro forma adjustments (“Pro Forma Historical Financial Information”).

The Pro Forma Historical Information has been compiled by adjusting the consolidated statement
of financial position of the Company for the impact of the following subsequent events and pro
forma adjustments:

Adjustments adopted in compiling the Pro Forma Historical Financial Information

The Pro Forma Historical Consolidated Information has been prepared by adjusting the Historical
Financial Information to reflect the financial effects of the following subsequent events which
have occurred in the period since 30 June 2018 and the date of this Report:

Subsequent events

i. During July 2018 and August 2018, the Company raised $177,000 by issuing 7 million
shares at $0.0025 per share and 2 million shares at $0.001 per share.
ii. 4,800,000 performance rights were issued to former and current directors valued at
$517,000 and expensed in the statement of profit or loss and other comprehensive
income as a share based payment. These rights will be accounted for over the respective
vesting periods in accordance with AASB2: Share based payment.
iii. On 12 August 2018 the Company entered into a Tenement Sale Agreement to acquire
the Brilliant Well Tenement (which is one exploration tenement) for a consideration of
$15,000 cash and 50,000 shares at $0.05 per share (total value $17,500).
iv. On 17 August 2018, the Company issued 5 million shares at $0.025 per share and an
additional 2 million shares at $0.01 per share raising a total of $127,000.
v. On 20 August 2018, the Company issued a total of 2.5 million shares at $0.05 per share
for services rendered to the Company (value of $125,000) and an additional 2 million
shares at $0.05 for the purchase of the Gordon Sirdar Tenements (E27/570 and E27/571)
(value of $100,000).
vi. Pursuant to the farm-in agreement entered into with Orion Metals Ltd (ASX: ORM) on 22
February 2018, on 20 August 2018 PVW Resources NL earnt a 35% interest in the 7
tenements following payment of $40,000 to Orion Metals Ltd.
vii. On 23 August 2018 PVW Resources NL acquired 100% of the Jungle Well project for
$10,000 cash which consists of 1 mining license (M37/135).
viii. During the months of September 2018 and October 2018, the Company raised
$1,026,000 by issuing 10.26 million at $0.10 per share.

and the following transactions which are yet to occur, but are proposed to occur immediately
before or following completion of the Offer:
Pro Forma Adjustments

i. The issue of 25 million ordinary shares at an issue price of $0.20 per share to raise
$5,000,000 (minimum subscription) before costs pursuant to the Offer.
Oversubscriptions of up to a further 10 million ordinary shares at an issue price of $0.20
per share to raise up to a further $2 million may also be accepted.
ii. The issue of 250,000 shares at $0.20 per share and $100,000 in cash to the Lead Manager
as a success fee in relation to the Offer.
iii. The payment of the remaining cash costs related to the Offer estimated to be in the
range of $771,500 (minimum subscription) to $929,250 (maximum subscription).
iv. On 13 August 2018, the Company entered into an agreement acquiring 100% of the Mt
Clifford tenements from various individuals, the “MCP Parties”, which is inclusive of six
prospecting licenses and one mining license. The consideration payable, which is subject
to the anticipated IPO, comprise 8 million shares at $0.05 per share (value of $400,000)
and a cash payment of $250,000.
v. On 20 September 2018, the Company entered into a binding sale agreement with Scotia
Nickel Pty Ltd, a subsidiary of Minotaur Exploration Limited, for the acquisition of a gold
prospective tenement (E37/909) between the Thunderbox and Bannockburn gold mines
near Leinster. The consideration was set at $100,000 cash plus 750,000 ordinary shares
at $0.20 per share in the capital of the Company to the value of $150,000 (total value
being $250,000). The Sale is subject to the completion of the anticipated Initial Public
Offering. As part of the agreement the Company has further agreed to provide Minotaur's
shareholders the right to apply for a priority allocation of shares under this Offer, upon
release of the Prospectus.

The Pro Forma Historical Financial Information has been presented in abbreviated form and
does not contain all the disclosures usually provided in an Annual Report prepared in
accordance with the Corporations Act 2001.

Note 2: Statement of significant accounting policies

The Historical Financial Information has been prepared in accordance with the recognition and
measurement requirements of the International Financial Reporting Standards (“IFRS”), adopted
by the International Standards Board and the Corporations Act 2001.

The significant accounting policies that have been adopted in the preparation and presentation of
the historical and the Pro Forma Historical Financial Information are:

(a) Basis of Preparation

The historical and pro forma information has been prepared on an accruals basis and is based on
historical costs, modified, where appropriate, by the measurement at fair value of selected non-
current assets, financial assets and financial liabilities.

The historical and pro forma financial information is presented in Australian dollars, which is the
Company’s functional currency.
Going Concern Basis of Preparation

The historical and pro forma financial information has been prepared on a going concern basis
which contemplates the realisation of assets and extinguishment of liabilities in the normal course
of business.

(b) Exploration Expenses

The Company has expensed exploration costs as incurred, given that the Company is still
evaluating the economical viability and feasibility of extracting the mineral resource.

(c) Property, plant and equipment and intangible assets with a finite life

Plant and equipment is stated at cost less accumulated depreciation and any impairment in value.

Cost includes expenditure that is directly attributable to the acquisition of the asset.

Depreciation is calculated on a diminishing value basis based on the estimated useful life of the
asset as follows:

Plant and equipment 10 years

Computer Equipment 4 years

An item of property, plant and equipment is derecognised upon disposal or when no future
economic benefits are expected to arise from the continued used of the asset.

Any gain or loss arising on derecognition of the asset (calculated as the difference between the
net disposal proceeds and the carrying amount of the item) is included in profit and loss in the
period the item is derecognised.

(d) Borrowing costs

Borrowing costs are recognised as an expense when incurred, unless they relate to qualifying
assets.

(e) Investments

All investments are initially recognised at cost, being the fair value of the consideration given and
including acquisition charges associated with the investment.

Gains and losses are recognised in income when the investments are derecognised or impaired.

(f) Other receivables

Other receivables are recognised and carried at original invoice amount and less an allowance for
any uncollectible amounts.

(g) Cash and cash equivalents

Cash and cash equivalents in the statement of financial position comprise cash at bank and in
hand.
For the purposes of the Statement of Cash Flows, cash and cash equivalents consist of cash and
cash equivalents as defined above, net of outstanding bank overdrafts.

(h) Income tax

Deferred income tax is provided on all temporary differences at the reporting date between the
tax bases of assets and liabilities and their carrying amounts for the financial reporting purposes.

Deferred income tax liabilities are recognised for all taxable temporary differences:

 except where the deferred income tax liability arises from the initial recognition of an asset
or liability in a transaction that is not a business combination and, at the time of the
transaction, affects neither the accounting profit nor taxable profit or loss; and
 in respect of taxable temporary differences associated with investments in subsidiaries,
associates and interests in joint ventures, except where the timing of the reversal of the
temporary differences can be controlled and it is probable that the temporary differences
will not reverse in the foreseeable future.

Deferred income tax assets are recognised for all deductible temporary differences, carry-forward
of unused tax assets and unused tax losses, to the extent that it is probable that taxable profit
will be available against which the deductible temporary differences, and the carry-forward of
unused tax assets and unused tax losses can be utilised:

 except where the deferred income tax asset relating to the deductible temporary differences
arises from the initial recognition of an asset or liability in a transaction that is not a business
combination and, at the time of the transaction, affects neither the accounting profit nor
taxable profit or loss; and
 in respect of deductible temporary differences associated with investments in subsidiaries,
associates and interests in joint ventures, deferred tax assets are only recognised to the
extent that it is probable that the temporary differences will reverse in the foreseeable
future and taxable profit will be available against which the temporary differences can be
utilised.

The carrying amount of deferred income tax assets is reviewed at each reporting date and reduced
to the extent that it is no longer probable that sufficient taxable profit will be available to allow
all or part of the deferred income tax asset to be utilised.

Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply
to the year when the asset is realised or the liability is settled, based on tax rates (and tax laws)
that have been enacted or substantively enacted at the balance sheet date.

Income taxes relating to items recognised directly in equity are recognised in equity and not in
profit and loss.

(i) Other taxes

Revenues, expenses and assets are recognised net of the amount of GST and similar taxes except:

 where the GST incurred on a purchase of goods and services is not recoverable from the
taxation authority, in which case the GST is recognised as part of the cost of acquisition of
the asset or as part of the expense item as applicable; and
 receivables and payables are stated with the amount of GST included.

The net amount of GST recoverable from, or payable to, the taxation authority is included as part
of receivables or payables in the balance sheet.

Cash flows are included in the Statement of Cash Flows on a gross basis and the GST component
of cash flows arising from investing and financing activities, which is recoverable from, or payable
to, the taxation authority, are classified as operating cash flows. Commitments and contingencies
are disclosed net of the amount of GST recoverable from, or payable to, the taxation authority.

(j) Financial risk management objectives and policies

The Company’s principal financial instruments comprise receivables, payables, and cash. There
was no exposure to interest rate and foreign current risk in the current period.
Note 3: Cash and cash equivalents

Consolidated
Consolidated
Unaudited
Audited
Pro forma after Public Offer
30 June
2018 Min Max
$ $ $

Cash and cash equivalents 675,273 5,350,773 7,193,023

Audited balance of PVW Resources NL at 30 June

2018 675,273 675,273

Subsequent adjustments:
Corporate and exploration costs (431,000) (431,000)
Payments on pursuant to tenement acquisition agreements (10,000) (10,000)
Proceeds from seed capital raising 1,188,000 1,188,000

747,000 747,000
Pro forma adjustments:

Proceeds from shares issued under the Public Offer 5,000,000 7,000,000
Payments on pursuant to tenement acquisition agreements (300,000) (300,000)
Cost of the Public Offer and Transaction costs (771,500) (929,250)

3,928,500 5,770,750

Pro forma balance 5,350,773 7,193,023

Note 4: Other receivables

Consolidated
Consolidated Unaudited
Audited Pro forma after Public Offer
30 June
2018 Min Max
$ $ $
Other receivables 5,187 187 187

Audited balance of PVW Resources NL at 30 June

2018 5,187 5,187

Subsequent adjustments:
Receipts (5,000) (5,000)

Pro forma adjustments: - -

Pro forma balance 187 187

Note 5: Property, plant and equipment

Consolidated Consolidated
Audited Unaudited
30 June Pro forma after Public Offer
2018 Min Max
$ $ $

Property, plant and equipment 2,229 2,229 2,229

Audited balance of PVW Resources NL at 30 June

2018 2,229 2,229

Subsequent adjustments: - -

Pro forma adjustments: - -

Pro forma balance 2,229 2,229

Note 6: Trade and other payables

Consolidated
Consolidated Unaudited
Audited Pro forma after Public Offer
30 June
2018 Min Max
$ $ $

Other payables 16,238 238 238

Audited balance of PVW Resources NL at 30 June

2018 16,238 16,238

Subsequent adjustments:
Advance payment on shares issued pre-30 June
2018 (15,000) (15,000)
Payment of trade and other payables (1,000) (1,000)

Pro forma adjustments: - -

Pro forma balance 238 238

Note 7: Rehabilitation provision

Consolidated
Consolidated Unaudited
Audited Pro forma after Public Offer
30 June
2018 Min Max
$ $ $
Rehabilitation provision - 250,000 250,000

Audited balance of PVW Resources NL at 30 June

2018 - -

Subsequent adjustments:
Increase in rehabilitation provision 250,000 250,000

Pro forma adjustments: - -

Pro forma balance 250,000 250,000

Note 8: Contributed Equity

Value of Shares Consolidated Consolidated

Audited Unaudited
30 June Pro forma after Public Offer
2018 Min Max
$ $ $
Contributed Equity 763,100 6,972,100 8,814,350

Audited balance of PVW Resources NL at 30 June

2018 763,100 763,100

Subsequent adjustments:
Initial seed raising 177,000 177,000
Additional seed raising 1,026,000 1,026,000
Issue of shares for services 225,000 225,000
Issue of shares to acquire Brilliant Well 2,500 2,500
1,430,500 1,430,500

Pro forma adjustments:

Proceeds from shares issued under the Public Offer 5,000,000 7,000,000
Issue of shares to lead advisor 50,000 50,000
Issue of shares to acquire Mt Clifford (E37/909) 150,000 150,000
Issue of shares to acquire Mt Clifford Project 400,000 400,000
Cost of the Public Offer and Transaction costs (821,500) (979,250)
4,778,500 6,620,750

Pro forma balance 6,972,100 8,814,350

Note 8: Contributed Equity (Continued)

Number of Shares Consolidated Consolidated

Audited Unaudited
30 June Pro forma after Public Offer
2018 Min Max
Number Number Number
Contributed Equity 36,500,000 94,310,000 104,310,000

Audited balance of PVW Resources NL at 30 June

2018 36,500,000 36,500,000

Subsequent adjustments:
Initial seed raising 9,000,000 9,000,000
Additional seed raising 10,260,000 10,260,000
Issue of shares for services 4,500,000 4,500,000
23,760,000 23,760,000
Pro forma adjustments:
Proceeds from shares issued pursuant to the Prospectus 25,000,000 35,000,000
Issue of shares to acquire Brilliant Well 50,000 50,000
Issue of shares to lead advisor 250,000 250,000
Issue of shares to acquire Mt Clifford (E37/909) 750,000 750,000
Issue of shares to acquire Mt Clifford Project 8,000,000 8,000,000
34,050,000 44,050,000

Pro forma balance 94,310,000 104,310,000

Note 9: Reserves

Consolidated
Consolidated Unaudited
Audited Pro forma after Public Offer
30 June
2018 Min Max
$ $ $
- 517,100 517,100

Audited balance of PVW Resources NL at 30 June

2018 - -

Subsequent adjustments:
Performance Rights 517,100 517,100

Pro forma adjustments: - -

Pro forma balance 517,100 517,100

Note 10: Accumulated losses

Consolidated
Consolidated Unaudited
Audited Pro forma after Public Offer
30 June
2018 Min Max
$ $ $
Accumulated losses (96,649) (2,386,249) (2,386,249)

Audited balance of PVW Resources NL at 30 June

2018 (96,649) (96,649)

Subsequent adjustments:
Corporate and exploration costs (435,000) (435,000)
Share based payment - exploration costs (225,000) (225,000)
Share based payment - issue of performance rights (517,100) (517,100)
Issue of shares under Brilliant Well Agreement (2,500) (2,500)
Payment to vendors of various Mt Clifford tenements (10,000) (10,000)
Increase in Jungle Well Rehabilitation Provision (250,000) (250,000)
(1,439,600) (1,439,600)

Pro forma adjustments:

Issue of shares under Mt Clifford MEP Agreement
(E37/909) (150,000) (150,000)
Issue of shares under Mt Clifford Agreement (400,000) (400,000)
Payment to vendors of various Mt Clifford tenements (300,000) (300,000)
(850,000) (850,000)

Pro forma balance (2,386,249) (2,386,249)

8. SOLICITOR’S REPORT ON TENEMENTS

[commences on the following page]

150
31 October 2018

The Board of Directors of

PVW Resources NL
Level 1 675 Murray Street
West Perth, WA 6005

To the Board of Directors

SOLICITOR’S REPORT ON TENEMENTS

This Report is prepared for inclusion in a prospectus for the initial public offer of 25,000,000
shares in the capital of PVW Resources NL (ACN 624 170 074) (Company) at an issue
price of $0.20 cents per share to raise up to $5,000,000 and an oversubscription of up to a
further 10,000,000 Shares at an issue price of $0.20 per Share to raise up to a further
$2,000,000 (Prospectus).

1. SCOPE

We have been requested to report on certain mining tenements in which the

Company has an interest (the Tenements).

The Tenements are located in Western Australia. Details of the Tenements are
set out in Part I of this Report.

This Report is limited to the Searches (as defined below) set out in Section 2 of
this Report.

2. SEARCHES

For the purposes of this Report, we have conducted searches and made
enquiries in respect of all of the Tenements as follows (Searches):

(a) we have obtained mining tenement register searches of the Tenements

from the registers maintained by the Western Australian Department of
Mines, Industry Regulation and Safety (DMIRS)(Tenement Searches).
These searches were conducted on 6 September 2018 and 31 October
2018 (in relation to E37/909) and conducted online searches on 26
October and 31 October 2018 to ensure no material information had
changed in relation to the Tenements. Key details on the status of the
Tenements are set out in Part I of this Report;
PVW Resources NL Page 2
31 October 2018

(b) we have obtained results of searches of the schedule of native title

applications, register of native title claims, national native title register,
register of indigenous land use agreements and national land use
agreements as maintained by the National Native Title Tribunal (NNTT)
for any native title claims (registered or unregistered), native title
determinations and indigenous land use agreements (ILUAs) that
overlap or apply to the Tenements. This material was obtained on 6
September 2018. Details of any native title claims (registered or
unregistered), native title determinations and ILUAs are set out in Section
5 of this Report and Part II of this Report;

(c) we have obtained searches from the online Aboriginal Heritage Enquiry
System maintained by the Department of Planning, Lands and Heritage
(DPLH) for any Aboriginal sites registered on the Western Australian
Register of Aboriginal sites over the Tenements (Heritage Searches).
These searches were conducted on 6 September 2018 and 31 October
2018 (in relation to E37/909). Details of any Aboriginal Sites are set out in
Part II of this Report;

(d) we have obtained quick appraisal user searches of Tengraph which is

maintained by the DMIRS to obtain details of features or interests
affecting the Tenements (Tengraph Searches). These searches were
conducted on 6 September 2018 and 31 October 2018 (in relation to
E37/909). Details of any material issues identified from the Tengraph
Searches are set out in the notes to Part 1 of this Report; and

(e) we have reviewed all material agreements relating to the Tenements

provided to us or registered as dealings against the Tenements as at the
date of the Tenement Searches and have summarised the material
terms (details of which are set out in Part III of this Report).

2. OPINION

As a result of our Searches, but subject to the assumptions and qualifications set
out in this Report, we are of the view that, as at the date of the relevant
Searches this Report provides an accurate statement as to:

(a) (Company’s interest): the Company’s interest in the Tenements;

(b) (Good standing): the validity and good standing of the Tenements
except for E37/909 and P37/8517 which are subject to forfeiture as
detailed in Section 9 of this Report; and

(c) (Third party interests): third party interests, including encumbrances, in

relation to the Tenements.

3. DESCRIPTION OF THE TENEMENTS

The Tenements comprise eleven (11) exploration licences granted, seven (7)
pending exploration licences applied for, five (5) pending prospecting license
applied for, two (2) mining leases granted, and six (6) prospecting licences
granted under the Mining Act 1978 (WA) (Mining Act). The Schedule provides a
list of the Tenements. This section provides a description of the nature and key
terms of these types of mining tenements as set out in the Mining Act and
potential successor tenements.
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3.1 Prospecting licence

Application: A person may lodge an application for a prospecting licence in

accordance with the Mining Act. The mining registrar or warden decides
whether to grant an application for a prospecting licence. An application for a
prospecting licence (unless a reversion application) cannot be legally
transferred and continues in the name of the applicant.

Rights: The holder of a prospecting licence is entitled to enter upon land for the
purposes of prospecting for minerals with employees and contractors, and such
vehicles, machinery and equipment as may be necessary or expedient.

Term: A prospecting licence has a term of 4 years. Where the prospecting

licence was applied for and granted after 10 February 2006, the Minister may
extend the term by 4 years and if retention status is granted (as discussed
below), by a further term or terms of 4 years. Where a prospecting licence is
transferred before a renewal application has been determined, the transferee is
deemed to be the applicant.

Retention status: The holder of a prospecting licence applied for and granted
after 10 February 2006 may apply for approval of retention status for the
prospecting licence. The Minister may approve the application where there is
an identified mineral resource in or under the land the subject of the prospecting
licence, but it is impractical to mine the resource for prescribed reasons. Where
retention status is granted, the minimum expenditure requirements are reduced
in the year of grant and cease in future years. However, the Minister has the
right to impose a program of works or require the holder to apply for a mining
lease. The holder of a prospecting licence applied for or granted before 10
February 2006 can apply for a retention licence (see below), rather than
retention status.

Conditions: Prospecting licences are granted subject to various standard

conditions including conditions relating to minimum expenditure, the payment of
rent and observance of environmental protection and reporting requirements.
These standard conditions are not detailed in Part 1 of this Report. A failure to
comply with these conditions or obtain an exemption from compliance may
lead to forfeiture of the prospecting licence.

Relinquishment: There is no requirement to relinquish any portion of the

prospecting licence.

Priority to apply for a mining lease: The holder of a prospecting licence has
priority to apply for a mining lease over any of the land subject to the
prospecting licence. An application for a mining lease must be made prior to
the expiry of the prospecting licence. The prospecting licence remains in force
until the application for the mining lease is determined.

Transfer: There is no restriction on transfer or other dealing in a prospecting

licence.

3.2 Exploration Licence

Rights: The holder of an exploration licence is entitled to enter the land for the
purposes of exploration for minerals with employees and contractors and such
vehicles, machinery and equipment as may be necessary or expedient.
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Term: An exploration licence has a term of 5 years from the date of grant. The
Minister may extend the term by a further period of 5 years followed by a further
period or periods of 2 years.

Retention status: The holder of an exploration licence granted after 10 February

2006 may apply for approval of retention status for the exploration licence. The
Minister may approve the application where there is an identified mineral
resource in or under the land the subject of the exploration licence but it is
impractical to mine the resource for prescribed reasons. Where retention status is
granted, the minimum expenditure requirements are reduced in the year of
grant and cease in future years. However, the Minister has the right to impose a
programme of works or require the holder to apply for a mining lease.

Conditions: Exploration licences are granted subject to various standard

conditions, including conditions relating to minimum expenditure, the payment
of prescribed rent and royalties and observance of environmental protection
and reporting requirements. These standard conditions are not detailed in Part 1
of this Report. A failure to comply with these conditions or obtain an exemption
from compliance may lead to forfeiture of the exploration licence.

Relinquishment: The holder of an exploration licence applied for and granted

after 10 February 2006 must relinquish not less than 40% of the blocks comprising
the licence at the end of the fifth year. A failure to lodge the required partial
surrender could render the tenement liable for forfeiture.

Priority to apply for mining lease: The holder of an exploration licence has
priority to apply for a mining lease over any of the land subject to the
exploration licence. Any application for a mining lease must be made prior to
the expiry of the exploration licence. The exploration licence remains in force
until the application for the mining lease is determined.

Transfer: No legal or equitable interest in an exploration licence can be

transferred or otherwise dealt with during the first year of its term without the prior
written consent of the Minister. Thereafter, there is no restriction on transfer or
other dealings.

3.3 Mining lease

Application: Any person may lodge an application for a mining lease, although
a holder of a prospecting licence, exploration licence or retention licence over
the relevant area has priority. The Minister decides whether to grant an
application for a mining lease.

The application, where made after 10 February 2006, must be accompanied by

either a mining proposal or a statement outlining mining intentions and a
“mineralisation report” indicating there is significant mineralisation in the area
over which a mining lease is sought. A mining lease accompanied by a
“mineralisation report” will only be approved where the Director, Geological
Survey considers that there is a reasonable prospect that the mineralisation
identified will result in a mining operation.

Rights: The holder of a mining lease is entitled to mine for and dispose of any
minerals on the land in respect of which the lease was granted. A mining lease
entitles the holder to do all acts and things necessary to effectively carry out
mining operations.
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Term: A mining lease has a term of 21 years and may be renewed for successive
periods of 21 years. Where a mining lease is transferred before a renewal
application has been determined, the transferee is deemed to be the applicant.

Conditions: Mining leases are granted subject to various standard conditions,

including conditions relating to expenditure, the payment of prescribed rent and
royalties and observance of environmental protection and reporting
requirements. An unconditional performance bond may be required to secure
performance of these obligations. A failure to comply with these conditions may
lead to forfeiture of the mining lease. These standard conditions are not
detailed in Part I of this Report.

Transfer: The consent of the Minister is required to transfer a mining lease.

4. ABORIGINAL HERITAGE

Aboriginal sites were identified from the Heritage Searches (as noted in Part II of
this Report).

It is noted that a standard Aboriginal heritage agreement has been entered into
in respect of the Tenements (as noted in Part II following this Report) which sets
out the obligations of the parties holding an interest in the Tenements (whether
title or mineral rights only) in protecting Aboriginal heritage in areas where
exploration takes place in a manner that is transparent, timely, certain and cost
effective.

Under Aboriginal heritage agreements parties holding an interest in a tenement

(whether title or mineral rights only) may dispose of any or all of its rights with
respect to their interest in the tenement, but must first procure an executed
deed of assumption in favour of the relevant native title group by which the
assignee (purchaser) agrees to be bound by the provisions of the heritage
agreement and to assume, observe and perform the obligations of the assignor
(vendor) under the heritage agreement insofar as they relate to the interest
being acquired by the assignee (purchaser). In the case of the Company such
an assumption would be restricted to the obligations relating to the mineral rights
(excluding iron ore) on the Tenements.

As heritage agreements relate to the process of ‘clearing’ areas of land on

tenements in order to conduct exploration activities it is possible a purchaser
may rely on surveys previously completed by a vendor where it wishes to
conduct activities on areas within tenements previously cleared of heritage sites
without the requirements to repeat the process and incur additional costs.

4.1 Commonwealth legislation

The Aboriginal and Torres Strait Islander Heritage Protection Act 1984 (Cth)
(Commonwealth Heritage Act) is aimed at the preservation and protection of
any Aboriginal areas and objects that may be located on the Tenements.

Under the Commonwealth Heritage Act, the Minister for Aboriginal Affairs may
make interim or permanent declarations of preservation in relation to significant
Aboriginal areas or objects, which have the potential to halt exploration
activities. Compensation is payable by the Minister for Aboriginal Affairs to a
person who is, or is likely to be, affected by a permanent declaration of
preservation.
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It is an offence to contravene a declaration made under the Commonwealth

Heritage Act.

4.2 Western Australian legislation

Tenements are granted subject to a condition requiring observance of the

Aboriginal Heritage Act 1972 (WA) (WA Heritage Act).

The WA Heritage Act makes it an offence to alter or damage sacred ritual or

ceremonial Aboriginal sites and areas of significance to Aboriginal persons
(whether or not they are recorded on the register or otherwise known to the
Register of Aboriginal Sites, DPLH or the Aboriginal Cultural Material Committee).

The Minister’s consent is required where any use of land is likely to result in the
excavation, alteration or damage to an Aboriginal site or any objects on or
under that site.

Aboriginal sites may be registered under the WA Heritage Act. However, there is
no requirement for a site to be registered. The WA Heritage Act protects all
registered and unregistered sites.

5. NATIVE TITLE

5.1 Introduction

This section of the Report examines the effect of native title on the Tenements.

The existence of native title rights held by indigenous Australians was first
recognised in Australia in 1992 by the High Court in the case Mabo v.
Queensland (no.2) (1992) 175 CLR 1 (Mabo no.2).

The High Court in Mabo no. 2 held that certain land tenure existing as at the
date of that case, including mining tenements, where granted or renewed
without due regard to native title rights, were invalid. The High Court concluded
that:

(a) native title has been wholly extinguished in respect of land the subject
of freehold, public works or other previous “exclusive possession” acts;
and

(b) native title has been partially extinguished as a result of the grant of
“non-exclusive possession” pastoral leases and mining leases, and also
as a result of the creation of certain reserves.

As a result of Mabo no. 2, the Native Title Act 1993 (Cth) (NTA) was passed to:

(a) provide a process for indigenous people to lodge claims for native title
rights over land, for those claims to be registered by the NNTT and for
the Courts to assess native title claims and determine if native title rights
exist. Where a Court completes the assessment of a native title claim, it
will issue a native title determination that specifies whether or not native
title rights exist;

(b) provide (together with associated State legislation) that any land
tenures granted or renewed before 1 January 1994 were valid despite
Mabo no. 2 (Past Acts). This retrospective validation of land tenure was
subsequently extended by the NTA to include freehold and certain
PVW Resources NL Page 7
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leasehold (including pastoral leases) granted or renewed before

23 December 1996 (Intermediate Period Acts). Broadly speaking, this
means that native title is not extinguished, merely suspended, for the
duration of the mining tenement; and

(c) provide that an act that may affect native title rights (such as the grant
or renewal of a mining tenement) carried out after 23 December 1996
(a Future Act) must comply with certain requirements for the Future Act
to be valid under the NTA. These requirements are called the Future Act
Provisions.

5.2 Future Act Provisions

The Future Act Provisions vary depending on the Future Act to be carried out. In
the case of the grant of a mining tenement, typically there are four alternatives:
the Right to Negotiate, an ILUA, the Infrastructure Process (defined below) and
the Expedited Procedure. These are summarised below.

Right to Negotiate

The Right to Negotiate involves a formal negotiation between the State, the
applicant for the tenement and any registered native title claimants and holders
of native title rights. The aim is to agree the terms on which the tenement can
be granted. The applicant for the tenement is usually liable for any
compensation that the parties agree to pay to the registered native title
claimants and holders of native title. The parties may also agree on conditions
that will apply to activities carried out on the tenement (eg in relation to
heritage surveys). The classes of conditions typically included in a mining
agreement are set out at section 5.3 below.

If agreement is not reached to enable the tenement to be granted, the matter

may be referred to arbitration before the NNTT, which has six (6) months to
decide whether the State, the applicant for the tenement and any registered
native title claimants and holders of native title rights have negotiated in good
faith (only if the issue is raised by one of the parties) and then whether the
tenement can be granted and if so, on what conditions. The earliest an
application for arbitration can be made to the NNTT is six (6) months after the
date of notification of commencement of negotiations by the DMIRS.

If the Right to Negotiate procedure is not observed, the grant of the mining
tenement will be invalid to the extent (if any) that it affects native title.

ILUA

An ILUA is a contractual arrangement governed by the NTA. Under the NTA, an

ILUA must be negotiated with all registered native title claimants for a relevant
area. The State and the applicant for the tenement are usually the other parties
to the ILUA.

An ILUA must set out the terms on which a tenement can be granted. An ILUA
will also specify conditions on which activities may be carried out within the
tenement. The applicant for a tenement is usually liable for any compensation
that the parties agree to pay to the registered native title claimants and holders
of native title in return for the grant of the tenement being approved. These
obligations pass to a transferee of the tenement.
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Once an ILUA is agreed and registered, it binds the whole native title claimant
group and all holders of native title in the area (including future claimants), even
though they may not be parties to it.

Infrastructure Process

The NTA establishes a simplified process for the carrying out of a Future Act that is
the creation of a right to mine for the sole purpose of the construction of an
infrastructure facility (Infrastructure Process). The NTA defines infrastructure
facility to include a range of transportation, marine, aeronautical, electrical, oil,
gas, mineral and communication facilities. In Western Australia, DMIRS applies
the Infrastructure Process to two classes of mining tenements:

(a) miscellaneous licences for most purposes under the Mining Regulations
1981 (WA) that but, notably, not for a minesite administration facility or a
minesite accommodation facility (both of which are dealt with under
the Right to Negotiate) or for a search for groundwater (which is dealt
with under the Expedited Procedure); and

(b) most general purpose leases.

The State commences the Infrastructure Process by giving notice of the

proposed grant of the tenement to any registered native title claimants or native
title holders in relation to the land to be subject to the tenement. Those
registered native title claimants or holders have two (2) months after the
notification date to object in relation to the effect of the grant of the tenement
on any registered or determined native title rights. Any objection is lodged with
DMIRS.

If a registered native title claimant or holder objects, the applicant for the
tenement must consult with that claimant or holder about:

(a) ways of minimising the effect of the grant of the tenement on any
registered or determined native title rights;

(b) if relevant, any access to the land; and

(c) the way in which anything authorised by the tenement may be done.

If the registered native title claimant or holder does not subsequently withdraw
their objection, the State is required to ensure that the objection is heard by an
independent person (in Western Australia, this is the Chief Magistrate). The
independent person must determine whether or not the registered native title
claimant or holder’s objection should be upheld or other conditions should be
imposed on the tenement.

Expedited Procedure

The NTA establishes a simplified process for the carrying out of a Future Act that is
unlikely to adversely affect native title rights (Expedited Procedure). The grant of
a tenement can occur under the Expedited Procedure if:

(a) the grant will not interfere directly with the carrying on of the community
or social activities of the persons who are the holders of native title in
relation to the land;
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(b) the grant is not likely to interfere with areas or sites of particular
significance, in accordance with their traditions, to the persons who are
holders of native title in relation to the land; and

(c) the grant is not likely to involve major disturbance to any land or waters
concerned or create rights whose exercise is likely to involve major
disturbance to any land.

If the State considers the above criteria are satisfied, it commences the
Expedited Procedure by giving notice of the proposed grant of the tenement in
accordance with the NTA. Persons have until three (3) months after the
notification date to take steps to become a registered native title claimant or
native title holder in relation to the land to be subject to the tenement.

If there is no objection lodged by a registered native title claimant or a native

title holder within four (4) months of the notification date, the State may grant
the tenement.

If one or more registered native title claimants or native title holders object within
that four (4) month notice period, the NNTT must determine whether the grant is
an act attracting the Expedited Procedure. If the NNTT determines that the
Expedited Procedure applies, the State may grant the tenement. Otherwise, the
Future Act Provisions (eg Right to Negotiate or ILUA) must be followed before the
tenement can be granted.

The State of Western Australia currently follows a policy of granting mining leases,
prospecting licences and exploration licences under the Expedited Procedure
where the applicant has entered into a standard Aboriginal heritage agreement
with the relevant registered native title claimants and native title holders. The
standard Aboriginal heritage agreement provides a framework for the conduct
of Aboriginal heritage surveys over the land the subject of a tenement prior to
the conducting of ground-disturbing work and conditions that apply to activities
carried out within the tenement.

Exception to requirement to comply with Future Act Provisions

The grant of a tenement does not need to comply with the Future Act Provisions
if in fact native title has never existed over the land covered by the tenement, or
has been validly extinguished prior to the grant of the tenement. We have not
undertaken the extensive research needed to determine if in fact native title
does not exist, or has been validly extinguished in relation to the Tenements.

Unless it is clear that native title does not exist (eg in relation to freehold land),
the usual practice of the State is to comply with the Future Act Provisions when
granting a tenement. This ensures the grant will be valid in the event a court
determines that native title rights do exist over the land subject to the tenement.

Where a tenement has been retrospectively validated or validly granted under

the NTA, the rights under the tenement prevail over any inconsistent native title
rights.

Application to the Tenements

The following sections of the Report identify:

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(a) any native title claims (registered or unregistered), native title

determinations and ILUAs in relation to the Tenements (see Section 5.3);

(b) any Tenements which have been retrospectively validated under the
NTA as being granted before 23 December 1996 (see Section 5.5);

(c) any Tenements which have been granted after 23 December 1996 and
as such will need to have been granted following compliance with the
Future Act Provisions to be valid under the NTA. This Report assumes that
the Future Act Provisions have been complied with in relation to these
Tenements (see Section 5.5); and

(d) any Tenements which are yet to be granted and as such may need to
be granted in compliance with the Future Act Provisions in order to be
valid under the NTA (see Section 5.5).

5.3 Native title claims, native title determinations and ILUAs

Our searches indicate that 21 of the Tenements are within the external
boundaries of the native title claims specified in Part II of the Schedule. One of
these claims are yet to be determined by the Federal Court and one of the
claims has been determined by the Federal Court and registered.

Our searches did not return any results for ILUAs in relation to any of the
Tenements.

Registered native title claimants (and holders of native title under the
determinations) are entitled to certain rights under the Future Act Provisions in
respect of land in which native title may continue to subsist.

Freehold land

We have assumed that all of the freehold land the subject of the Tenements was
validly granted prior to 23 December 1996 and that therefore:

(a) native title has been extinguished in respect of that land;

(b) registered native title claimants (and determined native title holders) are
not entitled to rights under the Future Act Provisions in respect of that
land.

The Company has advised us that it proposes to undertake exploration and,

subject to receipt of relevant approvals, mining activities on areas designated as
freehold land. On the basis that native title is extinguished over freehold land,
the Company will not be required to enter into negotiations with respect to
native title in order to conduct its activities.

Non-freehold land

Native title may continue to subsist in certain parcels of non-freehold land or

'Crown land', including pastoral leases, vacant/unallocated Crown land and
certain Crown reserves that were not vested prior to 23 December 1996 and
which have not been subsequently developed as public works.

Unless it is essential that the Company has access to any of the above-
mentioned parcels (or any other non-freehold land), it is recommended that all
parcels of non-freehold land are excised from any applications for mining leases.
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If the Company wishes to undertake mining activities on any of the above-

mentioned parcels, we would expect the Right to Negotiate to apply.

Native title mining agreement

A typical native title mining agreement would impose obligations on the

Company in relation to the matters set out below.

(a) (Compensation): The Company would be required to make a number

of milestone payments prior to commencement of production (eg at
signing of the agreement and at decision to mine). It is currently typical
for these payments to total between $150,000 and $350,000. The
Company would be required to make a payment based on mineral
production, which would be likely to be calculated as a percentage of
the 'Royalty Value' of the mineral, as defined by the Mining Regulations
1981(WA). It is currently typical for these payments to be 0.5% of the
'Royalty Value' although they vary by commodity and project. Over the
past several years they have ranged between 0.25% and 1%+ of the
'Royalty Value'.

(c) (Aboriginal heritage): The Company would be required to give notice

prior to any ground-disturbing activities and to conduct an Aboriginal
heritage survey through the relevant registered native title claimants
prior to doing so. The Company's right to apply to disturb Aboriginal sites
under the Aboriginal Heritage Act 1972 (WA) would be subject to, as a
minimum, an obligation to consult with the registered native title
claimants prior to doing so.

(d) (Access): The Company would be required to avoid unreasonably

restricting the registered native title claimants' rights of access to the
relevant areas.

(e) (Environment): The Company would be required to provide copies of all

of its environmental approvals to the registered native title claimants.
The Company may be required to consider funding the participation of
the registered native title claimants in its environmental survey and
monitoring processes.

(f) (Training, employment and contracting): The Company would be

required to provide certain training, employment and contracting
benefits to the registered native title claimants, which may include
measures such as funding for Aboriginal scholarships or traineeships,
implementation of an Aboriginal training and employment policy and
business development assistance for Aboriginal contractors or entities
that work with Aboriginal contractors (eg in joint venture arrangements).

(g) (Cross-cultural awareness): The Company would be required to ensure

that all of its employees and contractors participate in cross-cultural
awareness training, which would be likely to be coordinated by the
registered native title claimants.

(h) (Social impact): The Company may be asked to fund a study into the
social impact of its operations, including the social impact on the
registered native title claimants.
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5.4 Validity of Tenements under the NTA

Our Searches indicate that the Tenements are within the external boundaries of
the following native title claims, native title determinations and ILUAs:

Tenement Native Title Claim Native Title ILUA

Determination
E27/570 WC 2017/001 Federal Court Not applicable
E27/571 number
WAD186/2017.
E27/614
Accepted for
P24/5290 registration –
P24/5291 registered from 3
P24/5292 August 2017
P24/5293
P24/5294
E80/4029 WCD2001/001 Federal Court Not applicable
E80/4197 number
WAD160/1997.
E80/4558
Application is open,
E80/4869 currently identified
E80/4919 for registration
E80/4920 decision in the
E80/4921 Federal Court.
E80/5187
E80/5188
E80/5189
E80/5190
E80/5249
E80/5250

The status of any native title claims, native title determinations and ILUAs is
summarised in Part II of this Report.

Native title claimants, holders of native title under the determinations and native
title parties under ILUAs are entitled to certain rights under the Future Act
Provisions.

5.5 Validity of Tenements under the NTA

The sections below examine the validity of the Tenements under the NTA.

Tenements granted before 1 January 1994 (Past Acts)

Our Searches indicate that the following Tenements were granted before 1
January 1994 and as such have been retrospectively validated under the NTA.

Tenement Date of Grant

M37/182 30/08/1988
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Tenements granted between 1 January 1994 and 23 December 1996

(Intermediate Period Acts)

Our Searches indicate that none of the Tenements were granted after 1 January
1994 but before 23 December 1996.

Tenements granted after 23 December 1996

Our Searches indicate that the following Tenements were granted after
23 December 1996.

Tenement Date of Grant

E27/570 16/11/2016

E27/571 29/12/2016
E37/909 04/05/2009
E37/1254 03/07/2017
E80/4029 16/04/2009
E80/4197 15/10/2009
E80/4558 13/12/2012
E80/4869 17/05/2016
E80/4919 17/05/2016
E80/4920 17/05/2016
E80/4921 17/05/2016
P37/8470 20/11/2014
P37/8517 07/05/2015
P37/8639 01/08/2016
P37/8640 01/08/2016
P37/8641 01/08/2016
P37/9100 13/06/2018

We have assumed that these Tenements were granted in accordance with the
Future Act Provisions and as such are valid under the NTA.

Tenements renewed after 23 December 1996

Renewals of mining tenements made after 23 December 1996 must comply with
the Future Act Provisions in order to be valid under the NTA.

An exception is where the renewal is the first renewal of a mining tenement that
was validly granted before 23 December 1996 and the following criteria are
satisfied:

• the area to which the mining tenement applies is not extended;

• the term of the renewed mining tenement is not longer than the term of
the old mining tenement; and
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• the rights to be created are not greater than the rights conferred by the
old mining tenement.

In such cases, the mining tenement can be renewed without complying with the
Future Act Provisions. It is currently uncertain whether this exemption applies to a
second or subsequent renewal of such a mining tenement.

Our Searches indicate that the following Tenements have been renewed after
23 December 1996, and as such, may need to have complied with the Future
Act Provisions to be validly renewed. We have assumed that the Future Act
Provisions were complied with to the extent necessary.

Tenement Date of Grant Date of Renewal

M37/182 30/08/1988 13/05/2009

Renewals of Tenements in the future will need to comply with the Future Act
Provisions in order to be valid under the NTA. The registered native title claimants
and holders of native title identified in Section 5.3 of this Report will need to be
involved as appropriate under the Future Act Provisions.

Valid grant of applications for Tenements

The following Tenements are all currently applications and as such the grant of
the Tenements will need to satisfy the Future Act Provisions in order to be valid
under the NTA.

Applicant Tenement

PVW Gordon Sirdar Pty Ltd E27/614

PVW Resources NL E80/5187

PVW Resources NL E80/5188

PVW Resources NL E80/5189

PVW Resources NL E80/5190

PVW Resources NL E80/5249

PVW Resources NL E80/5250

PVW Resources NL P24/5290

PVW Resources NL P24/5291

PVW Resources NL P24/5292

PVW Resources NL P24/5293

PVW Resources NL P24/5294

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31 October 2018

The registered native title claimants, holders of native title and native title parties
to any ILUA identified in Section 5.3 of this Report will be involved in accordance
with the Future Act Provisions.

6. CROWN LAND

As set out in Part I of this Report, land the subject of the Tenements overlaps
Crown land as set out in the table below.

Tenement Crown land % overlap

E27/614 “C” Class Reserve Water (R3092) 2.45%

E27/614 “C” Class Reserve Water (R3177) 0.48%

P37/8470 “C” Class Reserve Water (R9741) 1.14%

E80/4029 Unallocated Crown Land 100%

E80/4197 Unallocated Crown Land 100%

E80/4558 Unallocated Crown Land 100%

E80/4869 Unallocated Crown Land 100%

E80/4919 Unallocated Crown Land 100%

E80/4920 Unallocated Crown Land 100%

E80/4921 Unallocated Crown Land 100%

E80/5187 Unallocated Crown Land 100%

E80/5188 Unallocated Crown Land 100%

E80/5189 Unallocated Crown Land 100%

E80/5190 Unallocated Crown Land 100%

E80/5249 Unallocated Crown Land 100%

E80/5250 Unallocated Crown Land 100%

The Mining Act:

(a) prohibits the carrying out of prospecting, exploration or mining activities

on Crown land that is less than 30 metres below the lowest part of the
natural surface of the land and:

(i) for the time being under crop (or within 100 metres of that
crop);

(ii) used as or situated within 100 metres of a yard, stockyard,

garden, cultivated field, orchard vineyard, plantation, airstrip or
airfield;
PVW Resources NL Page 16
31 October 2018

(iii) situated within 100 metres of any land that is an actual

occupation and on which a house or other substantial building
is erected;

(iv) the site of or situated within 100 metres of any cemetery or

burial ground; or

(v) if the Crown land is a pastoral lease, the site of or situated within
400 metres of any water works, race, dam, well or bore not
being an excavation previously made and used for purposes by
a person other than the pastoral lessee,

without the written consent of the occupier, unless the warden by order
otherwise directs.

(a) imposes restrictions on a tenement holder passing over Crown land

referred to in section 6(a), including:

(i) taking all necessary steps to notify the occupier of any intention
to pass over the Crown land;

(vi) the sole purpose for passing over the Crown land must be to
gain access to other land not covered by section 6(a) to carry
out prospecting, exploration or mining activities;

(vii) taking all necessary steps to prevent fire, damage to trees,

damage to property or damage to livestock by the presence of
dogs, the discharge of firearms, the use of vehicles or otherwise;
and

(viii) causing as little inconvenience as possible to the occupier by

keeping the number of occasions of passing over the Crown
land to a minimum and complying with any reasonable request
by the occupier as to the manner of passage.

(b) requires a tenement holder to compensate the occupier of Crown land:

(i) by making good any damage to any improvements or livestock

caused by passing over Crown land referred to in section 6(a)
or otherwise compensate the occupier for any such damage
not made good; and

(ix) in respect of land under cultivation, for any substantial loss of

earnings suffered by the occupier caused by passing over
Crown land referred to in section 6(a).

The warden may not give the order referred to in section 6(a) that dispenses with
the occupier’s consent in respect of Crown land covered by section 6(a)(iii). In
respect of other areas of Crown land covered by the prohibition in section 6(a),
the warden may not make such an order unless he is satisfied that the land is
genuinely required for mining purposes and that compensation in accordance
with the Mining Act for all loss or damage suffered or likely to be suffered by the
occupier has been agreed between the occupier and the tenement holder or
assessed by the warden under the Mining Act.
PVW Resources NL Page 17
31 October 2018

Although the Company will be able to undertake its proposed activities on those
parts of the Tenements not covered by the prohibitions and pass over those
parts of the Tenements to which the restrictions do not apply immediately upon
listing on ASX, the Company should consider entering into access and
compensation agreements with the occupiers of the Crown land upon
commencement of those activities in the event further activities are required on
other areas of the Tenements which are subject to prohibitions or restrictions.

7. PASTORAL LEASES

As set out in Part I of the Schedule to this Report certain applications and
tenements overlap with pastoral leases as follows:

(a) Pastoral Lease PLN049440 (Weebo) overlaps:

(i) 21.62% of E37/909;

(b) Pastoral Lease PLN049945 (Tarmoola) overlaps:

(i) 100% of E37/1254, M37/182, P37/8517, P37/8639, P37/8640,

P37/8641, P37/9100;

(ii) 98.86% of P37/8470; and

(iii) 42.77% of E37/909;

(c) Pastoral Lease PLN050271 (Mt Vetters) overlaps:

(i) 100% of P24/5292, P24/5293, P24/5294;

(ii) 99.91% of P24/5291;

(iii) 99.72% of P24/5290; and

(iv) 85.46% of E27/614;

(d) Pastoral Lease PLN050272 (Mt Vetters) overlaps:

(i) 100% of E27/571;

(ii) 99.23% of E27/570; and

(iii) 11.35% of E27/614

(e) Pastoral Lease PLN050635 (Sturt Meadows) overlaps:

(i) 35.61% of E37/909.

The Mining Act:

(a) prohibits the carrying out of mining activities on or near certain

improvements and other features (such as livestock and crops) on
Crown land (which includes a pastoral lease) without the consent of the
lessee;

(b) imposes certain restrictions on a mining tenement holder passing

through Crown land, including requiring that all necessary steps are
PVW Resources NL Page 18
31 October 2018

taken to notify the occupier of any intention to pass over the Crown
land and that all necessary steps are taken to prevent damage to
improvements and livestock; and

(c) provides that the holder of a mining tenement must pay compensation
to an occupier of Crown land (ie the pastoral lessee) in certain
circumstances, in particular to make good any damage to
improvements, and for any loss suffered by the occupier from that
damage or for any substantial loss of earnings suffered by the occupier
as a result of, or arising from, any exploration or mining activities,
including the passing and re-passing over any land.

We have advised the Company of the above overlap and the Company
confirms that it will have improvements and other features on the land subject of
the pastoral leases which overlaps with the Tenements. The Company
acknowledges that it will be required to obtain consent of the occupier or lease
holder or the Company can be prevented from undertaking its proposed mining
activities on the Tenements. This process is not uncommon for mining leases that
overlap with pastoral leases.

Upon commencing mining operations on any of the Tenements, the Company

should consider entering into a compensation and access agreement with the
pastoral lease holders to ensure the requirements of the Mining Act are satisfied
and to avoid any disputes arising. In the absence of agreement, the Warden’s
Court determines compensation payable.

The DMIRS imposes standard conditions on mining tenements that overlay

pastoral leases.

8. ENCROACHMENTS

Where an application is encroached upon by a live tenement, the application

as granted will be for a tenement reduced by that amount of land which falls
under the live tenement licence.

E27/570 is being encroached by:

(a) L27/60 by 1.25%; and

(b) L27/75 by 1.3%.

E27/571 is being encroached by:

(a) L27/75 by 6.23%;

(b) P27/2398-S by 1.41%; and

(c) P27/2235 by less than 0.01%.

E27/614 is being encroached by:

(a) L24/119 by 0.02%;

(b) L24/164 by 0.04%;

(c) L27/36 by 0.78%;

PVW Resources NL Page 19
31 October 2018

(d) L27/38 by 0.04%;

(e) M24/640 by 2.88%;

(f) M27/202 by 4.59%;

(g) M27/487 by 0.21%;

(h) P24/4818 by 0.88%;

(i) P24/4819 by 0.98%;

(j) P24/4820 by 0.07%;

(k) P24/5134 by 0.05%;

(l) P24/5135 by 0.07%;

(m) P24/5136 by 0.07%;

(n) P24/5137 by 0.07%;

(o) P24/5138 by 0.07%;

(p) P24/5268 by 0.1%;

(q) P24/5269 by 0.52%;

(r) P27/2222 by 0.39%;

(s) P27/2223 by 0.03%;

(t) P27/2383 by 1.35%.

E37/909 is being encroached by :

(a) L37/86 by 0.13%;

(b) L37/137 by 0.31%; and

(c) L37/134 by 0.56%.

E80/4558 is being encroached by:

(d) E80/1737 by 3.44%

E80/4869 is being encroached by:

(a) E80/1483 by 0.69%;

(b) L80/45 by 1.42%;

(c) L80/46 by 0.08%.

E80/4920 is being encroached by:

(a) L80/45 by 4.13%.

PVW Resources NL Page 20
31 October 2018

E80/5189 is being encroached by:

(a) L80/45 by 2.43%.

E80/5249 is being encroached by:

(a) L80/45 by 0.63%.

P24/5290 is being encroached by:

(a) L24/164 by 0.32%.

P24/5291 is being encroached by:

(a) L24/164 by 2.63%.

P24/5292 is being encroached by:

(a) L24/164 by 1.92%.

P24/5293 is being encroached by:

(a) L24/164 by 0.55%.

9. FORFEITURE RISK

Our Searches indicate that, as at 31 October 2018, the Tenements set out in the
table below unmet annual minimum expenditure requirements. We understand
the DMIRS allows rent to be paid up to 30 days after the end of the tenement
year, while applications for an exemption to expenditure can be lodged up to
60 days after the end of a tenement year.

The relevant tenements are at risk of forfeiture if rents are not paid when due, if
applications for exemption are not lodged within time or, if lodged, expenditure
exemptions are not granted by the DMIRS. The usual outcome with under
expenditure is for the DMP to grant an exemption, or a nominal fine is imposed in
lieu of forfeiture. However, the Company should confirm whether any material
tenements are affected and, if they are, discussions should be held with the
DMIRS to determine if there is a real risk of forfeiture for those tenements.

Please not that P37/8517 searches indicate that it is still subject to forfeiture, due
to an unpaid fine for the amount of $60.00 which is due on the 4/12/2019 (Fine
541221).

Tenement End of previous Rent outstanding Expenditure

tenement year Outstanding
E37/909 03/05/2018 $0.00 $25,589.71
P37/8517 06/05/2018 Overpaid $0.10 $0.00

10. ROYALTIES

We have identified the following royalties as applying to the Tenements, based

on our searches of the DMIRS Register and our due diligence investigations:
PVW Resources NL Page 21
31 October 2018

Tenement(s) Agreement Description Royalty holder

under which
Royalty arises
Mount Clifford Project
M37/182, P37,8517, Tenement Sale Refer to Thomas
P37/8470, P37/8641, Agreement Sections 2.2 in Geoffrey
P37/8640, P37/8639 and entered into on Part III of this Williams,
P37/9100 23 August 2018 Report. Norman
between PVW Andrew
Mt Clifford Pty Williams,
Ltd (ACN 107
Glen Neil Biggs,
154 727) and
and
Saracen Metals
Pty Ltd (ACN Amanda
107 154 727) Prabhavalkar
(see Material
Contract
summarised in
Section 2.2 of
Part III of this
Report)
M37/135 Sale and Refer to Triton
Royalty Sections 2.4 in Resources
Agreement Part III of this Limited (CAN
entered into on Report. 004 434 904)
12 January
1996 between
Consolidated
Gold Mines
Limited (ACN
056 280 141)
and Triton
Resources
Limited (ACN
004 434 904)
(see Material
Contract
summarised in
Section 2.4 of
Part III of this
Report)
11. QUALIFICATIONS AND ASSUMPTIONS

This Report is subject to the following qualifications and assumptions:

(a) we have assumed the accuracy and completeness of all Searches,

register extracts and other information or responses which were
obtained from the relevant department or authority including the NNTT;

(b) we assume that the registered holder of a Tenement has valid legal title
to the Tenement;
PVW Resources NL Page 22
31 October 2018

(c) this Report does not cover any third party interests, including
encumbrances, in relation to the Tenements that are not apparent from
our Searches and the information provided to us;

(d) we have assumed that any agreements provided to us in relation to the

Tenements are authentic, were within the powers and capacity of those
who executed them, were duly authorised, executed and delivered
and are binding on the parties to them;

(e) with respect to the granting of the Tenements, we have assumed that
the State and the applicant for the Tenements have complied with, or
will comply with, the applicable Future Act Provisions;

(f) we have assumed the accuracy and completeness of any instructions

or information which we have received from the Company or any of its
officers, agents and representatives;

(g) unless apparent from our Searches or the information provided to us, we
have assumed compliance with the requirements necessary to maintain
a Tenement in good standing;

(h) with respect to the application for the grant of a Tenement, we express
no opinion as to whether such application will ultimately be granted
and that reasonable conditions will be imposed upon grant, although
we have no reason to believe that any application will be refused or
that unreasonable conditions will be imposed;

(i) references in Parts I and II of this Report to any area of land are taken
from details shown on searches obtained from the relevant department.
It is not possible to verify the accuracy of those areas without
conducting a survey;

(j) the information in Parts I and II of this Report is accurate as at the date
the relevant Searches were obtained. We cannot comment on
whether any changes have occurred in respect of the Tenements
between the date of the Searches and the date of this Report;

(k) where Ministerial consent is required in relation to the transfer of any

Tenement, we express no opinion as to whether such consent will be
granted, or the consequences of consent being refused, although we
are not aware of any matter which would cause consent to be refused;

(l) we have not conducted searches of the Database of Contaminated

Sites maintained by the Department of the Environment and
Conservation;

(m) native title may exist in the areas covered by the Tenements. Whilst we
have conducted Searches to ascertain that native title claims and
determinations, if any, have been lodged in the Federal Court in relation
to the areas covered by the Tenements, we have not conducted any
research on the likely existence or non-existence of native title rights and
interests in respect of those areas. Further, the NTA contains no sunset
provisions and it is possible that native title claims could be made in the
future; and
PVW Resources NL Page 23
31 October 2018

(n) Aboriginal heritage sites or objects (as defined in the WA Heritage Act or
under the Commonwealth Heritage Act) may exist in the areas covered
by the Tenements regardless of whether or not that site has been
entered on the Register of Aboriginal Sites established by the WA
Heritage Act or is the subject of a declaration under the
Commonwealth Heritage Act other than the Heritage Searches. We
have not conducted any legal, historical, anthropological or
ethnographic research regarding the existence or likely existence of any
such Aboriginal heritage sites or objects within the area of the
Tenements.

12. CONSENT

This report is given for the benefit of the Company and the directors of the
Company in connection with the issue of the Prospectus and is not to be
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

STEINEPREIS PAGANIN
 Page 24

PART I – TENEMENT SCHEDULE

TENEMENT REGISTERED SHARES GRANT DATE EXPIRY AREA ANNUAL MINIMUM REGISTERED NOTES NATIVE TITLE AND
HOLDER / HELD (APPLICATIO DATE SIZE RENT ANNUAL DEALINGS/ ABORIGINAL
APPLICANT N DATE) (Blocks) (Next rental EXPENDITURE ENCUMBRANCES HERITAGE
year)
E27/570 Bell Bay 50/100 16/11/2016 15/11/2021 3BL Rent for the Previous No material Endorsements No Aboriginal
Investments tenement Tenement Yr to registered 1–9 Heritage sites
Pty Ltd year ended 15/11/2017 – Yr 1 dealings or registered.
Conditions
and 15/11/2019 - – Expended in encumbrances Native Title exists
$ 00.00 full 1–5
Totode Pty in the entire
50/100 Current Tengraph determination
Ltd
Tenement Yr to 1–4 area (Federal
15/11/2018 – Yr 2 Court Number:
- $15,000.00 WAD 186/2017).
E27/571 Bell Bay 50/100 29/12/2016 28/12/2021 7BL Rent for the Previous No material Endorsements No Aboriginal
Investments tenement Tenement Yr to registered 1–9 Heritage sites
Pty Ltd year ended 28/12/2017 – Yr 1 dealings or registered.
Conditions
and 28/12/2019 - – Expended in encumbrances Native Title exists
$952.00 full 1-4, 6
Totode Pty in the entire
50/100 Current Tengraph determination
Ltd
Tenement Yr to 2–5 area (Federal
28/12/2018 – Yr 2 Court Number:
- $20,000.00 WAD 186/2017).
E27/614 PVW 100/100 [19/07/2018] N/A 28BL N/A N/A Objection Endorsements Registered
Gordon 537557 N/A Aboriginal Site
Sirdar Pty (see note 1) ID: 878
Conditions
Ltd Registered
N/A
Aboriginal Site
Tengraph ID: 879
1–6 Registered
Aboriginal Site
ID: 15988
Native Title exists
in the entire
determination
area (Federal
Court Number
WAD 186/2017).
4882-01/2010920_8
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TENEMENT REGISTERED SHARES GRANT DATE EXPIRY AREA ANNUAL MINIMUM REGISTERED NOTES NATIVE TITLE AND
HOLDER / HELD (APPLICATIO DATE SIZE RENT ANNUAL DEALINGS/ ABORIGINAL
APPLICANT N DATE) (Blocks) (Next rental EXPENDITURE ENCUMBRANCES HERITAGE
year)
E37/1254 Silverton 48/96 03/07/2017 02/07/2022 20BL Rent for the Previous Extension of Time Endorsements No Aboriginal
Resources tenement Tenement Yr to 484751 1 – 10 Heritage and
Pty Ltd year ended 02/07/2018 – Yr 2 (see note 2) Native Title sites
Conditions
and 02/07/2020 - – Expended in registered.
$2,720.00 full 1–4
Thomas
48/96 Current Tengraph
Geoffrey
Williams Tenement Yr to 2–5
02/07/2019 – Yr 3
- $20,000.00
E80/4029 Rich 96/96 16/04/2009 15/04/2019 10BL Rent for the Previous No material Endorsements No Aboriginal
Resources Tenement Tenement Yr to registered 1 – 2 and 11 Heritage sites
Investments year ended 15/04/2018 – Yr 9 dealings and registered.
Conditions
Pty Ltd 15/04/2020 - – Expended in encumbrances Native Title exists
$5,670.00 full 1, 7 – 10
in the entire
Current Tengraph determination
Tenement Yr to 3, 7 area (Federal
15/04/2019 – Yr Court Number
10 – $70,000.00 WAD 160/1997).
E80/4197 Rich 96/96 15/10/2009 14/10/2019 3BL Rent for the Previous No material Endorsements No Aboriginal
Resources Tenement Tenement Yr to registered 1, 2, 11 Heritage sites
Investments year ended 14/10/2017 – Yr 8 dealings and registered.
Conditions
Pty Ltd 14/10/2018 - – Expended in encumbrances. Native Title exists
$1,701.00 full 1, 2, 7, 11
in the entire
Current Tengraph determination
Tenement Yr to 7, 3 area (Federal
14/10/2018 – Yr 9 Court Number
- $50,000.00 WAD 160/1997)
E80/4558 Rich 100/100 13/12/2012 12/12/2022 5BL Rent for the Previous No material Endorsements No Aboriginal
Resources Tenement Tenement Yr to registered 1 – 5, 12 – 15 Heritage sites
Investments year ended 12/12/2017 – Yr 5 dealings and registered.
Conditions
Pty Ltd 12/12/2019 - – Expended in encumbrances. Native Title exists
$1,500.00 full 1, 2, 7, 12
in the entire
Current Tengraph determination
Tenement Yr to 3, 7 area (Federal
12/12/2018 – Yr 6 Court Number

4882-01/2010920_8
 Page 26

TENEMENT REGISTERED SHARES GRANT DATE EXPIRY AREA ANNUAL MINIMUM REGISTERED NOTES NATIVE TITLE AND
HOLDER / HELD (APPLICATIO DATE SIZE RENT ANNUAL DEALINGS/ ABORIGINAL
APPLICANT N DATE) (Blocks) (Next rental EXPENDITURE ENCUMBRANCES HERITAGE
year)
- $30,000.00 WAD 160/1997)
E80/4869 Rich 100/100 17/05/2016 16/05/2021 61BL Rent for the Previous No material Endorsement No Aboriginal
Resources Tenement Tenement Yr to registered 1 – 8, 16, 17 Heritage sites
Investments year ended 16/05/2018 – Yr 2 dealings and registered.
Conditions
Pty Ltd 16/05/2020 - – Expended in encumbrances. Native Title exists
$13,420.00 full 1, 2, 13, 14
in the entire
Current Tengraph determination
Tenement Yr to 3, 7 area (Federal
16/05/2019 – Yr 3 Court Number
- $61,000.00 WAD 160/1997)
E80/4919 Rich 100/100 17/05/2016 16/05/2021 22BL Rent for the Previous No material Endorsement No Aboriginal
Resources Tenement Tenement Yr to registered 1 – 9, 17 Heritage sites
Investments year ended 16/05/2018 – Yr 2 dealings and registered.
Conditions
Pty Ltd 16/05/2020 - – Expended in encumbrances. Native Title exists
$4,840.00 full 1, 2, 13
in the entire
Current Tengraph determination
Tenement Yr to 3, 7 area (Federal
16/05/2019 – Yr 3 Court Number
- $22,000.00 WAD 160/1997)
E80/4920 Rich 100/100 17/05/2016 16/05/2021 3BL Rent for the Previous No material Endorsement No Aboriginal
Resources Tenement Tenement Yr to registered 1–9 Heritage sites
Investments year ended 16/05/2019 – Yr 3 dealings and registered.
Conditions
Pty Ltd 16/05/2020 - – Expended in encumbrances. Native Title exists
$660.00 Full 1, 2, 13, 15
in the entire
Current Tengraph determination
Tenement Yr to 3, 7 area (Federal
16/05/2019 – Yr 4 Court Number
- $15,000.00 WAD 160/1997)
E80/4921 Rich 100/100 17/05/2016 16/05/2021 3BL Rent for the Previous No material Endorsement No Aboriginal
Resources Tenement Tenement Yr to registered 1–9 Heritage sites
Investments year ended 16/05/2019 – Yr 3 dealings and registered.
Conditions
Pty Ltd 16/05/2020 - – Expended in encumbrances Native Title exists
$660.00 full 1, 2, 13
in the entire
Current Tengraph determination
Tenement Yr to 3, 7 area (Federal

4882-01/2010920_8
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TENEMENT REGISTERED SHARES GRANT DATE EXPIRY AREA ANNUAL MINIMUM REGISTERED NOTES NATIVE TITLE AND
HOLDER / HELD (APPLICATIO DATE SIZE RENT ANNUAL DEALINGS/ ABORIGINAL
APPLICANT N DATE) (Blocks) (Next rental EXPENDITURE ENCUMBRANCES HERITAGE
year)
16/05/2019 – Yr 4 Court Number
- $15,000.00 WAD 160/1997)
E37/909 Scotia 100/100 04/05/2009 03/05/2019 21BL Rent for the Previous Forfeiture 539740 Endorsements Registered
Nickel Pty Tenement Tenement Yr to (see note 5) 23, 24 Aboriginal Site
Ltd year ended 03/05/2018 – Yr 9 ID: 3090
Conditions
03/05/2020 - – Under Registered
$11,907.00 Expended - 1, 3, 4, 7, 11,
Aboriginal Site
$25,589.71 29, 35, 36
ID: 3092
Current Tenemtn Tengraph
Registered
Yr to 03/05/2019 2–5 Aboriginal Site
– Yr 10 - ID: 15006
$70,000.00
Registered
Aboriginal Site
ID: 15007
Registered
Aboriginal Site
ID:15410
Registered
Aboriginal Site
ID:18259
No registered
Native Title Sites.
E80/5187 PVW 100/100 [15/03/2018] N/A 26BL N/A N/A No material No No Aboriginal
Resources registered Endorsements Heritage sites
NL dealings and No registered.
encumbrances Conditions Native Title exists
Tengraph in the entire
determination
3, 7
area (Federal
Court Number
WAD 160/1997)
E80/5188 PVW 100/10 [15/03/2018] N/A 1BL N/A N/A No material No No Aboriginal
Resources registered Endorsements Heritage sites
NL dealings and No registered.
encumbrances Native Title exists
4882-01/2010920_8
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TENEMENT REGISTERED SHARES GRANT DATE EXPIRY AREA ANNUAL MINIMUM REGISTERED NOTES NATIVE TITLE AND
HOLDER / HELD (APPLICATIO DATE SIZE RENT ANNUAL DEALINGS/ ABORIGINAL
APPLICANT N DATE) (Blocks) (Next rental EXPENDITURE ENCUMBRANCES HERITAGE
year)
Conditions in the entire
Tengraph determination
area (Federal
3, 7
Court Number
WAD 160/1997)
E80/5189 PVW 100/100 [15/03/2018] N/A 5BL N/A N/A No material No No Aboriginal
Resources registered Endorsements Heritage sites
NL dealings and No registered.
encumbrances Conditions Native Title exists
Tengraph in the entire
determination
3, 7
area (Federal
Court Number
WAD 160/1997)
E80/5190 PVW 100/100 [15/03/2018] N/A 8BL N/A N/A No material No No Aboriginal
Resources registered Endorsements Heritage sites
NL dealings and No registered.
encumbrances Conditions Native Title exists
Tengraph in the entire
determination
3, 7
area (Federal
Court Number
WAD 160/1997)
E80/5249 PVW 100/100 [22/06/2018] N/A 57BL N/A N/A No material No No Aboriginal
Resources registered Endorsements Heritage sites
NL dealings and No registered.
encumbrances Conditions Native Title exists
Tengraph in the entire
determination
3, 7
area (Federal
Court Number
WAD 160/1997)
E80/5250 PVW 100/100 [22/06/2018] N/A 65BL N/A N/A No material No No Aboriginal
Resources registered Endorsements Heritage sites
NL dealings and No registered.

4882-01/2010920_8
 Page 29

TENEMENT REGISTERED SHARES GRANT DATE EXPIRY AREA ANNUAL MINIMUM REGISTERED NOTES NATIVE TITLE AND
HOLDER / HELD (APPLICATIO DATE SIZE RENT ANNUAL DEALINGS/ ABORIGINAL
APPLICANT N DATE) (Blocks) (Next rental EXPENDITURE ENCUMBRANCES HERITAGE
year)
encumbrances Conditions Native title exists
Tengraph in the entire
determination
3, 7
area (Federal
Court Number
WAD 160/1997)
M37/182 Glen Neil 2000/100 30/08/1988 29/08/2030 114.15 Rent for the Previous No material Endorsements No Aboriginal
Biggs 00 HA Tenement Tenement Yr to registered 18 Heritage or
Norman year ended 29/08/2018 – Yr dealings and Native Title sites
Conditions
Andrew 29/08/2020 - 30 – Expended in encumbrances registered.
4000/100 1, 7 – 9, 16 –
Williams $2,150,50 full
00 26
Thomas Current
Tenement Yr to Tengraph
Geoffrey
4000/100 29/08/2019 – Yr 2 – 5, 8
Williams
00 31 - $11,500.00
M37/135 Saracen 100/100 31/12/1987 30/12/2029 506.55 Rent for the Previous Mortgage No Registered
Metals Pty HA Tenement Tenement Yr to 1H/967 Endorsements Aboriginal Site
Limited year ended 30/12/2017 – Yr (see note 4) Conditions ID: 1599.
(ACN: 107 30/12/2019 – 30 – Expended in Registered
17, 18, 21 –
154 727) $9,480.90 full Aboriginal Site
26, 31 – 34
Current ID: 3092.
Tengraph
Tenement Yr to Registered
30/12/2018 – Yr 2-5
Aboriginal Site
31 - $50,700.00 ID: 15003.
Registered
Aboriginal Site
ID: 15004.
Registered
Aboriginal Site
ID: 15006.
Registered
Aboriginal Site
ID: 15007.
No Native Title
sites registered.

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TENEMENT REGISTERED SHARES GRANT DATE EXPIRY AREA ANNUAL MINIMUM REGISTERED NOTES NATIVE TITLE AND
HOLDER / HELD (APPLICATIO DATE SIZE RENT ANNUAL DEALINGS/ ABORIGINAL
APPLICANT N DATE) (Blocks) (Next rental EXPENDITURE ENCUMBRANCES HERITAGE
year)

P24/5290 PVW 100/100 [05/07/2018) N/A 160.00 N/A N/A No material No No Aboriginal
Resources HA registered Endorsements Heritage sites
NL dealings and No registered.
encumbrances Conditions Native Title exists
Tengraph in the entire
determination
2 – 5, 8, 9
area (Federal
Court Number
WAD 186/2017)
P24/5291 PVW 100/100 [05/07/2018] N/A 191.00 N/A N/A No material No No Aboriginal
Resources HA registered Endorsements Heritage sites
NL dealings and No registered.
encumbrances Conditions Native Title exists
Tengraph in the entire
determination
2 – 4, 8, 9
area (Federal
Court Number
WAD 186/2017)
P24/5292 PVW 100/100 [05/07/2018] N/A 196.00 N/A N/A No material No No Aboriginal
Resources HA registered Endorsements Heritage sites
NL dealings and No registered.
encumbrances Conditions Native Title exists
Tengraph in the entire
determination
2 – 4, 8
area (Federal
Court Number
WAD 186/2017)
P24/5293 PVW 100/100 [04/07/2018] N/A 199.00 N/A N/A No material No No Aboriginal
Resources HA registered Endorsements Heritage sites
NL dealings and No registered.
encumbrances Conditions Native Title exists
Tengraph in the entire
determination
2 – 4, 8
area (Federal

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TENEMENT REGISTERED SHARES GRANT DATE EXPIRY AREA ANNUAL MINIMUM REGISTERED NOTES NATIVE TITLE AND
HOLDER / HELD (APPLICATIO DATE SIZE RENT ANNUAL DEALINGS/ ABORIGINAL
APPLICANT N DATE) (Blocks) (Next rental EXPENDITURE ENCUMBRANCES HERITAGE
year)
Court Number
WAD 186/2017)
P24/5294 PVW 100/100 [04/07/2018] N/A 196.00 N/A N/A No material No No Aboriginal
Resources HA registered Endorsements Heritage sites
NL dealings and No registered.
encumbrances Conditions Native Title exists
Tengraph in the entire
determination
2 – 4, 8
area (Federal
Court Number
WAD 186/2017)
P37/8470 Norman 40/100 20/11/2014 19/11/2018 35.00 HA Rent for the Previous No material Endorsements No Aboriginal
Andrew Tenement Tenement Yr to registered 1 – 5, 13, 14 Heritage and
Williams year ended 19/11/2017 – Yr 3 dealings and Native title sites
Conditions
Thomas 19/11/2019 – – Expended in encumbrances registered.
40/100 $0.00 full 1 – 4, 7, 12, 27
Geoffrey
Williams Current Tengraph
Glen Neil 20/100 Tenement Yr to 2 – 6, 8
Biggs 19/11/2018 – Yr 4
- $2,000.00
P37/8517 Glen Neil 96/96 07/05/2015 06/05/2019 73.00 HA Rent for the Previous Forfeiture 536990 Endorsements No Aboriginal
Biggs Previous Tenement Yr to (see note 3) 1 – 5, 13 – 15 Heritage and
Tenement 06/05/2018 – Yr 3 Native Title sites
Conditions
year ended – Expended in registered.
06/05/2019 – full 1 – 4, 7, 12
overpaid Current Tengraph
$0.10 Tenement Yr to 2 – 4, 8
Rent for the 06/05/2019 – Yr 4
Tenement - $2,433.00
year ended
06/05/2020 -
$200.75
P37/8639 Thomas 32/96 01/08/2016 31/07/2020 174.00 Rent for the Previous No material Endorsements No Aboriginal
Geoffrey HA Tenement Tenement Yr to registered 1–9 Heritage and
Williams year ended 31/07/2018 – Yr 2 dealings and Native Title sites
Conditions
31/07/2020 -
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TENEMENT REGISTERED SHARES GRANT DATE EXPIRY AREA ANNUAL MINIMUM REGISTERED NOTES NATIVE TITLE AND
HOLDER / HELD (APPLICATIO DATE SIZE RENT ANNUAL DEALINGS/ ABORIGINAL
APPLICANT N DATE) (Blocks) (Next rental EXPENDITURE ENCUMBRANCES HERITAGE
year)
Norman 32/96 $478.50 - Expended in full encumbrances 1–4 registered.
Andrew Current Tengraph
Williams 32/96 Tenement Yr to 2–5
Glen Neil 31/07/2019 – Yr 3
Biggs - $6,960.00

P37/8640 Thomas 32/96 01/08/2016 31/07/2020 175.00 Rent for the Previous No material Endorsements No Aboriginal
Geoffrey HA Tenement Tenement Yr to registered 1–9 Heritage and
Williams year ended 31/07/2018 – Yr 2 dealings and Native Title sites
Conditions
Norman 31/07/2020 – – Expended in encumbrances registered.
32/96 $481.25 full 1–4
Andrew
Williams Current Tengraph
Glen Neil 32/96 Tenement Yr to 2 – 4, 8
Biggs 31/07/2019 – Yr 3
- $7,000.00
P37/8641 Thomas 32/96 01/08/2016 31/07/2020 195.00 Rent for the Previous No material Endorsements No Aboriginal
Geoffrey HA Tenement Tenement Yr to registered 1–9 Heritage and
Williams year ended 31/07/2018 – Yr 2 dealings and Native Title sites
Conditions
Norman 31/07/2020 - – Expended in encumbrances registered.
32/96 $536.25 full 1–4
Andrew
Williams Current Tengraph
Glen Neil 32/96 Tenement Yr to 2 – 4, 8
Biggs 31/07/2019 – Yr 3
- $7,800.00
P37/9100 Norman 48/96 13/06/2018 12/06/2022 117.00 Rent for the Previous No material Endorsements No Aboriginal
Andrew HA tenement Tenement Yr – registered 1, 2, 4, 7, 8, 19 Heritage and
Williams year ended N/A dealings and – 22 Native Title sites
Thomas 12/06/2020 - Current encumbrances registered.
48/96 Conditions
Geoffrey $321.75 Tenement Yr to
1, 3, 4, 28, 29
Williams 12/06/2019 – Yr 1
- $4,680.00 Tengraph
2 – 4, 8

Key to Tenement Schedule

P – Prospecting Licence
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E – Exploration Licence

M – Mining Lease

PLA – means Prospecting Licence Application

ELA – means Exploration Licence Application

MLA – means Mining Lease Application

References to numbers in the “Notes” column refers to the notes following this table.

References to letters in the “Notes” column refers to the material contracts which are summarised in Part III of this Report.

Unless otherwise indicated, capitalised terms have the same meaning given to them in the Prospectus.

Please refer to Part II of this Report for further details on native title and Aboriginal heritage matters.

Notes:

Tenement conditions and endorsements

ENDORSEMENTS
1. The Licensee's attention is drawn to the provisions of the Aboriginal Heritage Act 1972 and any Regulations thereunder.
2. The Licensee's attention is drawn to the Environmental Protection Act 1986 and the Environmental Protection (Clearing of Native Vegetation)
Regulations 2004, which provides for the protection of all native vegetation from damage unless prior permission is obtained.
3. In respect to Water Resource Management Areas (WRMA) the following endorsements apply:
The Licensee attention is drawn to the provisions of the:
• Waterways Conservation Act, 1976
• Rights in Water and Irrigation Act, 1914
• Metropolitan Water Supply, Sewerage and Drainage Act, 1909
• Country Areas Water Supply Act, 1947
• Water Agencies (Powers) Act 1984
• Water Resources Legislation Amendment Act 2007
4. The rights of ingress to and egress from, and to cross over and through, the mining tenement being at all reasonable times preserved to officers
of Department of Water (DoW) for inspection and investigation purposes.
5. The storage and disposal of petroleum hydrocarbons, chemicals and potentially hazardous substances being in accordance with the current
published version of the DoWs relevant Water Quality Protection Notes and Guidelines for mining and mineral processing.
6. The taking of groundwater from an artesian well and the construction, enlargement, deepening or altering of any artesian well is prohibited
unless current licences for these activities have been issued by DoW.
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7. Measures such as drainage controls and stormwater retention facilities are to be implemented to minimise erosion and sedimentation of
adjacent areas, receiving catchments and waterways.
8. All activities to be undertaken so as to avoid or minimise damage, disturbance or contamination of waterways, including their beds and banks,
and riparian and other water dependent vegetation.
9. In respect to Proclaimed Ground Water Area the following endorsement applies:
The taking of groundwater and the construction or altering of any well is prohibited without current licences for these activities issued by DoW,
unless an exemption otherwise applies.
10. The grant of this licence does not include the land the subject to prior Exploration Licence 37/258. If the prior licence expires, is surrendered or
forfeited that land may be included in this licence, subject to the provisions of the Third Schedule of the Mining Regulations 1981 titled
“Transitional provisions relating to Geocentric Datum of Australia”.
11. The grant of this licence does not include the land the subject of prior Exploration Licence 80/2133. If the prior licence expires, is surrendered or
forfeited that land may be included in this licence, subject to the provisions of the Third Schedule of the Mining Regulations 1981 titled
“Transitional provisions relating to the Geocentric Datum of Australia”.
12. The grant of this licence does not include the land the subject of prior Exploration Licence 80/1737. If the prior licence expires, is surrendered or
forfeited that land may be included in this licence, subject to the provisions of the Third Schedule of the Mining Regulations 1981 titled
“Transitional provisions relating to the Geocentric Datum of Australia”.
13. In respect to Artesian (confined) Aquifers and Wells the following endorsement applies:
The abstraction of groundwater from an artesian well and the construction, enlargement, deepening or altering of any artesian well is
prohibited unless a current licence for these activities has been issued by the DoW.
14. In Respect to Waterways the following endorsement applies:
Advice shall be sought from the DoW if proposing any exploration within a defined waterway and within a lateral distance of:
• 50 metres from the outer-most water dependent vegetation of any perennial waterway, and
• 30 metres from the outer-most water dependent vegetation of any seasonal waterway.
15. In respect of Proclaimed Ground Water Areas the following endorsement applies:
The abstraction of groundwater is prohibited unless a current licence to construct/alter a well and a licence to take groundwater has been
issued by the DoW.
16. The grant of this licence does not include the land the subject of prior Exploration Licence 80/1483. If the prior licence expires, is surrendered or
forfeited that land may be included in this licence, subject to the provisions of the Third Schedule of the Mining Regulations 1981 titled
“Transitional provisions relating to the Geocentric Datum of Australia”.
17. In respect to Proclaimed Ground Water Areas the following endorsement applies:
The taking of groundwater and the construction or altering of any well is prohibited without current licences for these activities issued by DoW,
unless an exemption otherwise applies.
18. The lessees attention is drawn to the royalty provisions of the Mining Act and the requirement to submit production reports and royalty returns
19. The rights of ingress to and egress from, and to cross over and through, the mining tenement being at all reasonable times preserved to officers
of Department of Water and Environmental Regulation (DWER) for inspection and investigation purposes.
20. The storage and disposal of petroleum hydrocarbons, chemicals and potentially hazardous substances being in accordance with the current
published version of the Department of Water and Environmental Regulation (DWER) relevant Water Quality Protection Notes and Guidelines for
mining and mineral processing.
21. The taking of groundwater from an artesian well and the construction, enlargement, deepening or altering of any artesian well is prohibited
unless current licences for these activities have been issued by Department of Water and Environmental Regulation (DWER).
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22. In respect to Proclaimed Ground Water Areas the following endorsement applies:
The taking of groundwater and the construction or altering of any well is prohibited without
current licences for these activities issued by the Department of Water and Environmental
Regulation (DWER), unless an exemption otherwise applies.
23. The Licensee’s attention is drawn to the provisions of the Aboriginal Heritage Act 1972 and any Regulations thereunder.
24.The Licensee’s attention is drawn to the Environmental Protection Act 1986 and Environmental Protection (Clearing of Native Vegetation)
Regulations 2004, which provides for the protection of all native vegetation from damaging unless prior permission is obtained.
CONDITIONS
1. All waste materials, rubbish, plastic sample bags, abandoned equipment and temporary buildings being removed from the mining tenement
prior to or at the termination of exploration program.
2. Unless the written approval of the Environmental Officer, DMIRS is first obtained, the use of drilling rigs, scrapers, graders, bulldozers, backhoes or
other mechanised equipment for surface disturbance or the excavation of costeans is prohibited. Following approval, all topsoil being removed
ahead of mining operations and separately stockpiled for replacement after backfilling and/or completion of operations.
3. The Licensee notifying the holder of any underlying pastoral or grazing lease by telephone or in person, or by registered post if contact cannot
be made, prior to undertaking airborne geophysical surveys or any ground disturbing activities utilising equipment such as scrapers, graders,
bulldozers, backhoes, drilling rigs; water carting equipment or other mechanised equipment.
4. The Licensee or transferee, as the case may be, shall within thirty (30) days of receiving
written notification of:-
• the grant of the Licence; or
• registration of a transfer introducing a new Licensee;
advise, by registered post, the holder of any underlying pastoral or grazing lease details of the grant or transfer.
5. The rights of ingress to and egress from Miscellaneous Licence 27/60 and 27/75 being at all times preserved to the licensee and no interference
with the purpose or installations connected to the licence.
6. The rights of ingress to and egress from Miscellaneous Licence 27/75 being at all times preserved to the licensee and no interference with the
purpose or installations connected to the licence.
7. All surface holes drilled for the purpose of exploration are to be capped, filled or otherwise made safe immediately after completion.
8. All costeans and other disturbances to the surface of the land made as a result of exploration, including drill pads, grid lines and access tracks,
being backfilled and rehabilitated to the satisfaction of the Environmental Officer, Department of Industry and Resources (DoIR). Backfilling and
rehabilitation being required no later than 6 months after excavation unless otherwise approved in writing by the Environmental Officer, DoIR.
9. Unless the written approval of the Environmental Officer, DoIR is first obtained, the use of drilling rigs, scrapers, graders, bulldozers, backhoes or
other mechanised equipment for surface disturbance or the excavation of costeans is prohibited. Following approval, all topsoil being removed
ahead of mining operations and separately stockpiled for replacement after backfilling and/or completion of operations.
10. No interference with Geodetic Survey Station NTS 527 and mining within 15 metres thereof being confined to below a depth of 15 metres from
the natural surface.
11. All costeans and other disturbances to the surface of the land made as a result of exploration, including drill pads, grid lines and access tracks,
being backfilled and rehabilitated to the satisfaction of the Environmental Officer, Department of Mines and Petroleum (DMIRS). Backfilling and
rehabilitation being required no later than 6 months after excavation unless otherwise approved in writing by the Environmental Officer, DMIRS.
12. All disturbances to the surface of the land made as a result of exploration, including costeans, drill pads, grid lines and access tracks, being
backfilled and rehabilitated to the satisfaction of the Environmental Officer, Department of Mines and Petroleum (DMIRS). Backfilling and

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rehabilitation being required no later than 6 months after excavation unless otherwise approved in writing by the Environmental Officer, DMIRS.
13. In respect of the area covered by the licence the licensee, if so requested in writing by the Tjurarbalan Native Title Land Aboriginal Corporation
, the native title prescribed body corporate holding the determined native title of the Tjurarbalan People recognised in the Federal Court
application No. WAD160/1997 , such request being sent by pre-paid post to reach the licensee's address, not more than ninety days after the
grant of this licence,shall within thirty days of the request execute in favour of the Tjurarbalan People the Regional Standard Heritage
Agreement ("RSHA") endorsed by peak industry groups (e.g. the Goldfields/South West/Ngaayatjarra/Pilbara/Yamatji Land and Sea Council
RSHA) and offered by the Native Title Party or their representatives.
14. The rights of ingress to and egress from Miscellaneous Licences 80/45 and 80/46 being at all times preserved to the licensee and no interference
with the purpose or installations connected to the licence.
15. The rights of ingress to and egress from Miscellaneous Licences 80/45 being at all times preserved to the licensee and no interference with the
purpose or installations connected to the licence.
16. Survey.
17. Compliance with the provisions of the Aboriginal Heritage Act, 1972 to ensure that no action is taken which would interfere with or damage any
Aboriginal site.
18. No developmental or productive mining or construction activity being commenced until the tenement holder has submitted a plan of the
proposed operations and measures to safeguard the environment to the Director, Environment, DoIR for assessment; and until his written
approval has been obtained.
19. Mining on any road or road reserve being confined to below a depth of 15 metres from the natural surface.
20. The construction and operation of the project and measures to protect the environment being carried out generally in accordance with the
document titled:
• "Notice of Intent, Low Impact Mining Operation" dated 8 April 1994;
• "Notice of Intent - Low Impact Mining Operation Mt Clifford - M37/182" dated 21 November 1994, received at Kalgoorlie Inspectorate
office 26 June 1995;
and retained on Department of Minerals and Energy File No. 2237/95.
• "Notice of Intent - Low Impact Mining Operation - Bulk Sampling and Scraping and Detecting on Mining Lease 27/182" dated 7 June
2002 and signed by Mr Tom Williams and retained on Department of Mineral and Petroleum Resources File No.5242/02.
• "Notice of Intent - Low Impact Mining Operation - Small Scale Underground Mining on Mining Lease 37/182" dated 14 January 2003 and
signed by Mr Norman Williams (NOI 4275) and retained on Department of Industry and Resources File No. 5242/02.
Where a difference exists between the above documents and the following conditions, then the following conditions shall prevail.
21. The development and operation of the project being carried out in such a manner so as to create the minimum practicable disturbance to the
existing vegetation and natural landform.
22. All topsoil being removed ahead of all mining operations from sites such as pit areas, waste disposal areas, ore stockpile areas, pipeline, haul
roads and new access roads and being stockpiled for later respreading or immediately respread as rehabilitation progresses.
23. At the completion of operations, all buildings and structures being removed from site or demolished and buried to the satisfaction of the State
Mining Engineer.
24. All rubbish and scrap is to be progressively disposed of in a suitable manner.
25. At the completion of operations, or progressively where possible, all access roads and other disturbed areas being covered with topsoil, deep
ripped and revegetated with local native grasses, shrubs and trees to the satisfaction of the State Mining Engineer.
26. Any alteration or expansion of operations within the lease boundaries beyond that outlined in the above document(s) not commencing until a

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plan of operations and a program to safeguard the environment are submitted to the State Mining Engineer for his assessment and until his
written approval to proceed has been obtained.
27. The prior written consent of the Minister responsible for the Mining Act 1978 being obtained before commencing any prospecting activities on
CR 9741 Water Reserve.
28. All disturbances to the surface of the land made as a result of exploration, including costeans, drill pads, grid lines and access tracks, being
backfilled and rehabilitated to the satisfaction of the Environmental Officer, DMIRS. Backfilling and rehabilitation being required no later than 6
months after excavation unless otherwise approved in writing by the Environmental Officer, DMIRS.
29. Unless the written approval of the Environmental Officer, DMIRS is first obtained, the use of drilling rigs, scrapers, graders, bulldozers, backhoes or
other mechanised equipment for surface disturbance or the excavation of costeans is prohibited. Following approval, all topsoil
being removed ahead of mining operations and separately stockpiled for replacement after backfilling and/or completion of operations.
30. All surface holes drilled for the purpose of exploration and/or the determination of ore reserves are to be capped, filled or otherwise made safe
after completion of the satisfaction of the Regional Mining Engineer or his nominee.
31. All topsoil being removed ahead of mining operations and stockpiled for replacement in accordance with the directions of the District Mining
Engineer.
32. The construction and operation of the project and measures to protect the environment being carried out generally in accordance with the
docuemtn titled:
• “Consolidated Gold Mines Limited, Australian Gold fields NL, Notice of Intent Jungle Well” dated June 1996;
• “Addenda” dated 4 September 1996;
• “Addendum notice of Intent – Full Scale Mining – Jungle Well” dated 7 November 1996;
And retained on Department of Minerals and energy File No. 2107/92.
• (Reg ID:57817) “Bannockburn J04199 Mine Closure Plan” dated 31 October 2015 signed by Craig Bradshaw, and retained on
Department of Mines and Petroleum file no. EARS-MCP-57817 as Doc ID 4159979.
Where a difference exists between the above documents and the following conditions, then the following conditions will prevail (conditions 21 –
26, 33 and 34).
33. The lessee submitting to the Executive Director, Environment Division, DMP, a brief annual report outlining the project operations, minesite
environmental management and rehabilitation work undertaken in the previous 12 months and the proposed operations, environmental
management plans and rehabilitation programs for the next 12 months. This report to be submitted each year in:
• October.
34. A Mine Closure Plan is to be submitted in the Annual Environmental Reporting month specified in tenement conditions in the year specified
below, unless otherwise directed by an Environmental Officer, DMP. The Mine Closure Plan is to be prepared in accordance with the
“Guidelines for preparing Mine Closure Plans” available on DMP’s website:
• 2017.
35. The rights of ingress to and egress from Miscellaneous Licences 37/86, 37/132 and 37/134 being at all times preserved to the licensee and no
interference with the purpose or installations connected to the licence.
36. In respect to the area outlined in "red" and designated FNA 7836 in TENGRAPH (former Wongatha native title claim WC99/01) the following
condition shall apply:
If the Goldfields Land and Sea Council (GLSC) sends a request by pre-paid post to the Licensee's address within 90 days after the grant of the
Licence, the Licensee shall within 30 days of the request execute in favour of the GLSC the revised GLSC Wongatha Interim Standard Heritage
Agreement.

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Tengraph interests

Land Type Description

1. Road Reserves Notes:
• E27/570
• E27/614
2. Pastoral Lease A lease of Crown land has been granted under section 114 of the Land Act 1933 (WA), which provides that any Crown land within
the State which is not withdrawn from the selection for pastoral purposes, and which is not required to be reserved, may be leased
for pastoral purposes.

Refer to Section 7 of this Report for information and details of tenements which overlap pastoral leases.
3. Groundwater Area The Tenement overlaps a Ground Water Area managed by the Department of Water and Environment Regulation (DWER).
Groundwater areas are proclaimed under the Rights in Water and Irrigation Act, 1914. Groundwater is a reserve of water beneath
the earth's surface in pores and crevices of rocks and soil. Recharge of groundwater aquifers is slow and can take many years.
Groundwater often supports wetland and stream ecosystems.
The Rights in Water and Irrigation Act 1914 (WA) prohibits the abstraction of groundwater (water that occupies the pores and
crevices of rock or soil) from a proclaimed groundwater area unless a current licence to construct/alter a well and a licence to
take groundwater has been issued by the DWER. Water licence allocations are aimed at ensuring equitable use of the state’s
water resources between licence holders and protecting the long-term security of the resources.
The DWER has released guidelines to set out its regulatory requirements for mining projects. The approval requirements for a
particular project will vary depending on the local water regime, the scale and the details of the proposed mining operation.
4. Mineralisation Zone, Area in which applications of Exploration Licences are restricted to a maximum of 70 blocks (required by section 57(1) Mining
Non Section 57(2AA) Act). Section 57(2AA) Mining Act states that if the area of land is in an area of the state designated under section 57A(1) it shall
not be more than 200 blocks.
5. DAA Heritage Survey Aboriginal Heritage Survey Areas are areas in which an Aboriginal Heritage Survey has been undertaken and results are described
Areas in a Heritage Survey Report. The Department of Indigenous Affairs holds copies of these reports.
A heritage survey conducted in a particular area does not necessarily mean that another heritage survey does not need to be
undertaken. This will depend on the type of survey undertaken and also when the original survey was undertaken. Not all
Aboriginal sites within a survey area are necessarily recorded in the survey. The type of survey undertaken, such as site
identification or Site Avoidance, is decided by the professional heritage consultant engaged by the proponent and depends
upon the scope and nature of the project. What is appropriate for one project may not be for a different project.
6. “C” Class Reserve Under section 41 of the Land Administration Act 1997 the Minister may set aside Crown lands by Ministerial Order in the public
Water interest. Every such reservation has its description and designated purpose registered on a Crown Land Title (CLT) and is depicted
on an authenticated map held by Landgate.
Reservation action is normally initiated by the Department of Planning, Lands and Heritage following community or Government
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Land Type Description

request, land planning decisions, or as a result of the subdivision of land.
The Land Act 1933 provided for State reserves to be classified as Class A, B or C. There is no provision in the LAA to create new
Class B reserves and there is no longer reference to Class C reserves. Class A affords the greatest degree of protection for reserved
lands, requiring approval of Parliament to amend the reserve’s purpose or area, or to cancel the reservation. The A classification is
used solely to protect areas of high conservation or high community value. Class B reserves continue yet are no longer created
under the LAA. The Minister for Lands may deal with Class B reserved lands as normal reserves, provided that, should the
reservation be cancelled, a special report is made to both Houses of Parliament within 14 days from the cancellation or within 14
days after the commencement of the next session.
Once created, a reserve is usually placed under the care, control and management of a State government department, local
government or incorporated community group by way of a Management Order registered against the relevant CLT. A
Management Order under the LAA does not convey ownership of the land – only as much control as is essential for the land’s
management.
7. Unallocated crown Crown land which is not subject to any interest (aside from native title interests) and which not reserved or dedicated.
land Refer to Section 6 of this Report for information and details of tenements which overlap unallocated crown land.
8. Section 57(4) Areas that are defined under Section 57(4) of the Mining Act 1978 as being those lands that due to the intensity of mining activity
are exempt from being the subject of an Exploration License.
Notes:
• M37/182
• P24/5290
• P24/5291
• P24/5292
• P24/5293
• P24/5294
• P37/8470
• P37/8517
• P37/8639
• P37/8640
• P37/8641
• P37/9100
9. Road Reserves Closed Notes:
• P24/5290
• P24/5291
10. PL 24 Where a pipeline falls within the definition of a pipeline define in section 4 of the Petroleum Pipelines Act, 1969 (PPA), the Licensee
must obtain a Petroleum Pipeline Licence (PPL) as provided for in the PPA, but where a PPL is not required, then the Licensee is to
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Land Type Description

comply with the requirements of the Gas Standards (Gas Supply and system Safety) Regulations, 2000 in respect of the pipeline.
E27/614 is partially overlapped by Pipeline Licence 24 by 0.34% (35.2179HA).
Registered Dealings and Encumbrances
1. Objection 537557
Lodged: 15:20:28, 21 August 2018
Objectors: Barrick (Australia Pacific) Pty Ltd, Kalgoorlie Lake View Pty Ltd
Objection Type: Tenement Application
Recorded: 15:20:28, 21 August 2018
2. Extension of Time 484751
Lodged: 12:05, 8 April 2016
Recorded: 12:05, 8 April 2016
3. Forfeiture 536990
Initiated: 14/08/2018 for non-compliance with reporting requirements (Form 5)
Recorded: 11:02:58, 13 August 2018
Notice Issued: Regulation 49 Notice sent 15/08/218 for non-compliance with expenditure requirements pursuant to Reg 16/Sec 96- late lodgement of Form 5.
Compliance Date: 23/10/2018
4. Mortgage 1H/967
Lodged: 1:35 PM on 02 August 1996 in favour of Triton Resources Ltd in respect to 100/100ths shares in the name of Consolidated Gold Mines Ltd
Registered: 1:35 PM 2 August 2996
Consent given by Mortgagee to Transfer 1210H/990
Consent given by Mortgagee to Transfer 234H/023
Consent given by Mortgagee to Transfer 178H/056
5. Forfeiture 539740
Initiated: 11/09/2018 for non-compliance with expenditure conditions
Recorded: 09:00 28 September 2018
Notice Issued: Regulation 50 Notice sent 11/09/2018 for non-compliance with expenditure conditions pursuant to Reg 15.
Compliance Date: 16/10/2018

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PART II – NATIVE TITLE CLAIMS

NATIVE TITLE DETERMINATIONS

TENEMENT TRIBUNAL FEDERAL APPLICATION REGISTERED IN STATUS

NUMBER COURT NAME MEDIATION
NUMBER
E27/570 WC2017/001 WAD Maduwongga Yes No Notification
E27/571 186/2017 Complete
E27/614
P24/5290
P24/5291
P24/5292
P24/5293
P24/5294
E80/4029 WCD WAD Tjurabalan No Yes Active
E80/4197 2001/001 160/1997 People
E80/4558
E80/4869
E80/4919
E80/4920
E80/4921
E80/5187
E80/5188
E80/5189
E80/5190
E80/5249
E80/5250

ILUAs

The land the subject of the Tenements is not subject to any ILUAs.

HERITAGE & COMPENSATION AGREEMENTS

None.

ABORIGINAL HERITAGE SITES – WESTERN AUSTRALIA

Our searches returned:

• three (3) registered Aboriginal Heritage Sites over E27/614;

• six (6) registered Aboriginal Heritage Sites over E37/909; and

• six (6) registered Aboriginal Heritage Sites over M37/135.

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PART III – MATERIAL CONTRACT SUMMARIES

1. TANAMI WEST PROJECT

1.1 Tanami West Farmin Agreement

On 22 February 2018, the Company entered into a farmin agreement (Tanami

West Farmin Agreement) with Rich Resources Investments Pty Ltd (Rich) (as
amended by the Restatement Deed dated 25 October 2018) for the acquisition
of up to 90% interest to the rights, title and interest in the tenements, mining
information, all mineral production and all plant, equipment, fixtures, machinery
and supplies acquired with funds of the joint venture from time to time in:

(a) E80/4919;

(b) E80/4197;

(c) E80/4029;

(d) E80/4920;

(e) E80/4921;

(f) E80/4869; and

(g) E80/4558.

As at the date of this Prospectus, the Company has earned its initial 35% interest
under the Tanami West Farmin Agreement. Furthermore, the Company has
elected to continue sole funding Joint Venture Costs.

The material terms of the Tanami West Farmin Agreement are as follows:

(a) (Farm-In) the Company could:

(i) earn a 35% interest in the tenement by:

(a) sole funding up to $180,000 of Joint Venture Costs; and

(b) pay the sum of $40,000 to Rich.

(ii) The Company may at any time acquire the initial 35% interest in
the tenement by paying the $40,000 to Rich.

The Company has completed the requirements to earn this initial 35%
interest.

(iii) earn a further 35% (70% total) interest in the tenement by:

(a) sole funding up to $320,000 of Joint Venture Costs; and

(b) pay the sum of $80,000 to Rich.

The Company may at any time acquire the further 35% interest
in the tenements by paying the $80,000 to Rich.

(iv) earn a further 20% (90%) interest in the tenement by:

4882-01/2010920_8
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(a) sole funding up to $500,000 of Joint Venture Costs; and

(b) pay the sum of $130,000 to Rich.

The Company may at any time acquire the further 20% interest
in the tenements by paying the $130,000 to Rich.

During the sole funding period, the Company will have possession of the
Tenements and the:

(c) right to carry out exploration on the tenements

(d) exclusive right to carry out Joint Venture Activities; and

(e) right to determine all Programs and Budgets, including

the nature, timing and conduct of all Joint Venture
Activities at its sole discretion, provided that the
Company:

(I) acts in accordance with the other terms of this

Tanami West Farmin Agreement and with good
and generally accepted exploration practices;
and

(II) inform Rich in advance of planned activities.

(b) (Formation of Joint Venture): on and from the date of the Tanami West
Farmin Agreement, the parties will be associated as participants in the
Joint Venture for the purpose of carrying out exploration for minerals on
the tenements and, if warranted, to develop and exploit the minerals on
the tenements and carry out mining operations for the purpose of
deriving production of minerals from the tenement.

(c) (Management Committee): the parties will establish a management

committee on and from the end of the sole funding period to have
overall management and control of the Joint Venture, Joint Venture
Activities and all other matters affecting the Joint Venture.

(d) (Manager): the Company will act as manager of the joint venture until
the later of the end of the sole funding period and the date that the
Company resigns or is removed;

(e) (Cash Calls): within 30 days after the end of each month, the Manager
must issue to each participant a cash call for its participating interests
share of the joint venture costs paid or incurred during the preceding
month

(f) (Dilution): within 30 days after approval by the Management Committee

of a program and budget for the proposed work and expenditure for a
12 month period, a participants in the joint venture may elect not to
contribute to the program and budget. The other participants may
amend the approved program and budget to take account of the non
contribution. The participant who elects to not contribute shall have its
participating interest diluted in accordance with the dilution formulae,
in which case industry standard dilution rates will apply.

4882-01/2010920_8
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(g) (Decision to Mine): within 30 days of receipt of a bankable feasibility

study, the management committee may resolve to commence mining
operations.

The Tanami West Farmin Agreement is otherwise made on terms considered

standard for an agreement of this nature.

2. MOUNT CLIFFORD PROJECT

2.1 Minotaur Agreement

On 20 September 2018, the PVW Mt Clifford Pty Ltd (ACN 626 175 559) (PVW Mt Clifford)
entered into a tenement sale agreement (Minotaur Agreement) with Scotia Nickel Pty
Ltd (ACN 091 923 705) (Scotia) to acquire E37/909.

The material terms of the Minotaur Agreement are as follows:

(a) (Deposit): on execution of the Minotaur Agreement, the PVW Mt Clifford must
immediately pay $50,000 in cash and has been paid in full;

(b) (Consideration): the consideration payable by the PVW Mt Clifford for the
acquisition of Tenements is:

(i) a deposit of $50,000 to the Seller upon execution of the

Minotaur Agreement (Deposit); and

(ii) $50,000 payable in cash (Cash Consideration); and

(iii) 750,000 Shares (Consideration Shares).

The payment of the Cash Consideration and issue of Consideration Shares is to

occur 7 days after completion of the initial public offering; or any earlier day at
the election of the PVW Mt Clifford by giving not less than 7 days written notice
to the Seller.

(c) (Conditions Precedent): the sale and purchase of E37/909 is subject to and
conditional on:

(i) (Third Party Approvals): all necessary governmental consents,

registrations and lodgements being obtained or effected or the
parties agreeing to waive the requirement to obtain or effect
any of the approvals. The Company and Seller must use all
reasonable endeavours to assist the applications;

(ii) (Forfeiture Letter): the Seller obtaining written confirmation from

the department responsible for the administration of the Mining
Act 1978 (WA), that E37/909 will not be subject to forfeiture
action arising from under expenditure or any other matter prior
to the date of the Minotaur Agreement;

(iii) (ASX Approval): the PVW Mt Clifford receiving a letter from ASX
confirming that ASX will grant conditional approval to the listing
of the Company on ASX, subject only to the imposition of
conditions usual to such approvals;

The parties must use its reasonable endeavours to cause the conditions referred
to above, be satisfied on or before 31 December 2018 (or such later date agreed
4882-01/2010920_8
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by the parties). If the conditions are not satisfied by the agreed time, without any
default by either party, either party may terminate this agreement.

The Minotaur Agreement otherwise contains provisions considered standard for an

agreement of its nature (including representations and warranties provisions).

2.2 Mt Clifford Agreement

On 13 August 2018, the Company and PVW Mt Clifford Pty Ltd (ACN 626 175 559)
entered into a tenement sale agreement (Mt Clifford Agreement) with Thomas Geoffrey
Williams, Norman Andrew Williams, Glen Neil Biggs, and Amanda Prabhavalkar (Seller) to
acquire M37/182, P37/8517, P37/8470, P37/8641, P37/8640, P37/8639 and P37/9100 and
related mining information (Tenements).

The material terms of the Mt Clifford Agreement are as follows:

(a) (Deposit): on execution of the Mt Clifford Agreement, the PVW Mt Clifford must
pay $50,000 in cash and has been paid in full;

(b) (Consideration): the consideration payable by the PVW Mt Clifford for the
acquisition of Tenements is:

(i) $250,000 payable in cash (Cash Consideration);

(ii) 8,000,000 Shares (Consideration Shares);

(iii) Additional Shares, defined below;

(iv) Alluvial Mining Rights, defined below; and

(v) Royalty, define below.

(c) (Conditions Precedent): the sale and purchase of the Tenements is subject to
and conditional on:

(i) (Third Party Approval): the Seller obtain or effect all necessary
governmental consents, registrations and lodgements;

The Seller must use their reasonable endeavours to ensure that the condition
precedent is met and may only be waived by the Seller and the PVW Mt Clifford
in writing. The Conditions Precedent will need to be fulfilled or (to the extent it is
capable of waiver) waived in writing by the Seller and the PVW Mt Clifford by 31
March 2019 or such later date as agreed in writing, either party may terminate
the Mt Clifford Agreement before satisfaction of the Conditions Precedent.

(d) (Additional Tenements): subject to the completion of the sale and purchase of
the Tenements occurring, if existing transactions with third parties in relation to
E27/1310 and E37/9109 (Additional Tenements) do not complete and the Seller
retains one or both of the Additional Tenements, the Seller will transfer the
Additional Tenements to the PVW Mt Clifford for no consideration.

(e) (Additional Shares): upon the Company delineating the existence of a JORC
Compliant resource within the Tenements other than M37/182, P37/8517 and
P37/9112, the Company will issue 500,000 Shares for every 100,000 ounces in
resources beginning at 100,000 ounces and capped at 1,000,000 ounces.

4882-01/2010920_8
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(f) (Retransfer): if the Company fails to complete the initial public offering by 31
March 2018 and by the extension of time agreed to by the Company and the
Seller, the Company must offer in writing to retransfer the Tenements and mining
information to the Seller or their respective nominees for nominal consideration
of $100.00.

(g) (Royalty): at completion of the sale and purchase of the Tenements, the
Company will grant royalty rights to the Seller. The royalty is payable at the
following rate:

(i) $0.60 per tonne of ore mined from M37/182 and P37/9112
(Royalty Area) with a grade of the element gold of less than
1.00 gram per tonne;

(ii) $1.00 per tonne of ore mined from the Royalty Area with a
grade exceeding 1.00 gram of the element gold per tonne but
less than 2.50 grams of the element gold per tonne;

(iii) $1.25 per tonne of ore mined from the Royalty Area with a
grade exceeding 2.50 grams of the element gold per tonne but
less than 3.50 grams of the element gold per tonne; and

(iv) $1.50 per tonne of ore mined from the Royalty Area with a
grade exceeding 3.50 grams of the element gold per tonne.

(h) (Alluvial Mining Rights): subject to the completion of the sale and purchase of
the Tenements, the Company grants alluvial mining rights in respect of the
M37/182.

(i) (Consultancy): the Company will appoint Thomas Geoffrey Williams and
Amanda Prabhavalkar as consultants for the purpose of maintaining the
Tenements and preparing for the initial public offering. Each consultant will be
paid a rate of $70.00 per hour excluding GST. Any consultancy provided after
the initial public offering will be paid at a rate of $100.00 per hour excluding GST.

(j) (Right of First Refusal): the PVW Mt Clifford may not transfer any Tenement with a
resource less than 50,000 ounces of the element gold (ROFR Tenement) to a
party other than a company:

(i) which is a subsidiary of that entity;

(ii) of which the entity is a subsidiary; or

(iii) which is a subsidiary of a company of which the entity is also a

subsidiary,

without first giving the Seller a first right of refusal as follows:

(i) the PVW Mt Clifford must inform the Seller of the price and terms
on which it is prepared to transfer the ROFR Tenement and will
offer to transfer the ROFR Tenement at that price and on those
terms (Offer);

(ii) the Seller may accept the Offer within 30 days (Offer Period) by
giving notice in writing to the PVW Mt Clifford . If one or more of
the Seller do not want to accept the Offer, the other Seller may
accept the Offer;
4882-01/2010920_8
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(iii) upon acceptance of an Offer, the Seller giving notice of

acceptance are bound to acquire the ROFR Tenement on the
terms of the Offer;

(iv) If any or all of the Seller do not accept the Offer within the Offer
Period, the Seller will be deemed to have rejected the Offer;

(v) If the Offer is rejected or deemed to be rejected, PVW Mt

Clifford may transfer the ROFR Tenement at a price and on
terms which are not more favourable than the Offer.

(k) (Assignment): subject to (j), the PVW Mt Clifford may not sell, assign, transfer,
grant an encumbrance over or otherwise dispose of all or part of any interest or
right in any Tenement unless the assignee, transferee, encumbrance or disponee
(Assignee) has executed a deed of assignment and assumption in favour of the
Seller under which the Assignee agrees to be bound by the terms of the Mt
Clifford Agreement, including but not limited to the payment of Royalty and the
Alluvial Mining Rights.

(l) (Tradability of Shares and Additional Shares):

(i) the issue of shares or Additional Shares to the Seller at any

relevant time is subject to the exception under section 708(8) of
the Corporations Act, the Company will enable the issue
without the need for a prospectus.

(ii) if none of the exceptions under section 708 of the Corporations

Act to disclosure apply to an issue of Shares or Additional
Shares, the Company will issue a prospectus to allow the issue of
the shares or Additional Shares within a reasonable period.

(m) (Caveat): the Seller has the right to lodge a “subject to claim” caveat under
section 122A(1)(b) of the Mining Act 1978 (WA) against the Tenements to secure
its rights under the Mt Clifford Agreement including but not limited to the receive
the Royalty, the Alluvial Mining Rights and the Retransfer.

2.3 Jungle Well Agreement

On 23 August 2018, the PVW Mt Clifford Pty Ltd (ACN 107 154 727) (PVW Mt Clifford)
entered into a tenement sale agreement (Jungle Well Agreement) with Saracen Metals
Pty Ltd (ACN 107 154 727) (Saracen) to acquire M37/135.

Completion under this Jungle Well Agreement occurred on 25 October 2018.

The material terms of the Jungle Well Agreement were as follows:

(a) (Consideration): the consideration payable by the PVW Mt Clifford for the
acquisition of Tenements was $10,000 payable in cash (Cash Consideration).

(b) (Royalty): PVW Mt Clifford acknowledges and agrees that Saracen’s rights and
obligations under the royalty agreement (CopperCo Royalty Agreement) will be
assumed by the PVW Mt Clifford with effect from and against any and all claims
whatsoever related to the CopperCo Royalty on or after the date of this
agreement.

4882-01/2010920_8
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2.4 CopperCo Royalty

On 23 January 1996, the Consolidated Gold Mines Limited (ACN 056 280 141) (CGM)
entered into a Sale and Royalty Agreement with Triton Resources Limited (ACN 004 434
904), now known as CopperCo Limited (CopperCo Royalty Agreement) to acquire and
pay royalties in relation to M37/135.

The material terms of the CopperCo Royalty Agreement are as follows:

(a) (Royalty): royalty payment will be the mount of $1.87 per tonne of mined ore up
to and including 160,000 tonnes of Mined Ore in total and $.150 per tonne of
mined ore exceeding 160,000 tonnes of mined ore in total.

3. GORDON SIRDAR PROJECT

3.1 Gordon Sirdar Agreement

On 1 July 2018, the PVW Gordon Sirdar Pty Ltd (ACN 626 175 559) (PVW Gordon) entered
into a tenement sale agreement (Gordon Sirdar Agreement) with Totode Pty Ltd (ACN
106 224 053) (Totode) and Bell Bay Investments Pty Ltd (ACN 091 026 738) (Bell Bay)
(together, the Seller) to acquire E27/570 and E27/571 (Tenement).

PVW Gordon has satisfied the Consideration (defined below) by issuing shares to Totode
and Bell Bay and completion has occurred.

The material terms of the Gordon Sirdar Agreement are as follows:

(a) (Consideration): the consideration payable by PVW Gordon for the acquisition
of Tenements is:

(i) 1,000,000 Shares issued to Totode (Totode Consideration); and

(ii) 1,000,000 Shares issued to Bell Bay (Bell Bay Consideration).

(b) (Conditions Precedent): the sale and purchase of the Tenement is subject to and
conditional on:

(i) (Third Party Approvals): all necessary governmental consents,

registrations and lodgements being obtained or effected or the
parties agreeing to waive the requirement to obtain or effect
any of the approvals. PVW Gordon and Seller must use all
reasonable endeavours to assist the applications.

The Gordon Sirdar Agreement otherwise contains provisions considered standard for an
agreement of its nature (including representations and warranties provisions).

4. BRILLIANT WELL PROJECT

4.1 Brilliant Well Agreement

On 12 August 2018, PVW Mt Clifford Pty Ltd (ACN 626 175 559) (PVW Mt Clifford) entered
into a tenement sale agreement (Brilliant Well Agreement) with Silverton Resources Pty
Ltd (ACN 150 181 203) (Silverton) and Thomas Geoffrey Williams (Williams) (together, the
Seller) to acquire E27/1254. PVW Mt Clifford has satisfied the Consideration (defined
below) by paying the Cash Consideration in full and issue of the Consideration Shares
and completion has occurred.

4882-01/2010920_8
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The material terms of the Brilliant Well Agreement are as follows:

(a) (Consideration): the consideration payable by PVW Mt Clifford for the

acquisition of Tenements is:

(i) $15,000 payable in cash (Cash Consideration);

(A) $13,000 to Silverton; and

(B) $2,000 to Williams;

(ii) 50,000 Shares (Consideration Shares) to Silverton.

(b) (Conditions Precedent): the sale and purchase of E27/1254 is subject to and
conditional on:

(i) (Third Party Approval): all necessary governmental consents,

registrations and lodgements being obtained or effected or the
parties agreeing to waive the requirements to obtain or effect
any of the approvals.

The Brilliant Well Agreement otherwise contains provisions considered standard for an
agreement of its nature (including representations and warranties provisions).

4882-01/2010920_8
9. BOARD, MANAGEMENT AND CORPORATE GOVERNANCE

9.1 Directors and Key Personnel

Summaries of the profiles of each of the Directors are set out in Section 4.5 above.

9.2 Management and Consultants

Our Company is aware of the need to have sufficient management to properly

supervise the exploration and (if successful) for the development of the Projects in
which the Company has, or will in the future have, an interest and the Board will
continually monitor the management roles in the Company. As our projects
require an increased level of involvement the Board will look to appoint additional
management and/or consultants when and where appropriate to ensure proper
management of the Company’s projects.

9.3 ASX Corporate Governance Council Principles and Recommendations

The Company has adopted comprehensive systems of control and accountability

as the basis for the administration of corporate governance. The Board is
committed to administering the policies and procedures with openness and
integrity, pursuing the true spirit of corporate governance commensurate with the
Company's needs.

To the extent applicable, the Company has adopted The Corporate Governance
Principles and Recommendations (3rd Edition) as published by ASX Corporate
Governance Council (Recommendations).

With regard to the Company’s size and nature, the Board considers that the
current board is a cost effective and practical method of directing and managing
the Company. As the Company’s activities develop in size, nature and scope,
the size of the Board and the implementation of additional corporate governance
policies and structures will be reviewed.

The Company’s main corporate governance policies and practices as at the

date of this Prospectus are outlined below and the Company’s full Corporate
Governance Plan is available in a dedicated corporate governance information
section of the Company’s website (www.pvwresources.com.au).

9.4 Board of Directors

The Board is responsible for corporate governance of the Company. The Board
develops strategies for the Company, reviews strategic objectives and monitors
performance against those objectives. The goals of the corporate governance
processes are to:

(a) maintain and increase Shareholder value;

(b) ensure a prudential and ethical basis for the Company’s conduct and
activities; and

(c) ensure compliance with the Company’s legal and regulatory objectives.

Consistent with these goals, the Board assumes the following responsibilities:

(a) leading and setting the strategic direction and objectives of the
Company;

4882-01/2033124_11 200
 (b) appointing the Chairman of the Board, Managing Director or Chief
Executive Officer and approving the appointment of Executives and the
Company Secretary;

(c) overseeing the Executive’s implementation of the Company’s strategic

objectives and performance generally;

(d) approving operating budgets, major capital expenditure and significant

acquisitions and divestitures;

(e) overseeing the integrity of the Company’s accounting and corporate

reporting systems, including the external audit (satisfying itself financial
statements released to the market fairly and accurately reflect the
Company’s financial position and performance);

(f) overseeing the Company’s procedures and processes for making timely
and balanced disclosure of all material information that a reasonable
person would expect to have a material effect on the price or value of
the Company’s securities;

(g) reviewing, ratifying and monitoring the effectiveness of the Company’s

risk management framework, corporate governance policies and
systems designed to ensure legal compliance; and

(h) approving the Company’s remuneration framework.

The Company is committed to the circulation of relevant materials to Directors in

a timely manner to facilitate Directors’ participation in the Board discussions on a
fully-informed basis.

9.5 Composition of the Board

Election of Board members is substantially the province of the Shareholders in

general meeting. However, subject thereto:

(a) membership of the Board of Directors will be reviewed regularly to ensure

the mix of skills and expertise is appropriate; and

(b) the composition of the Board has been structured so as to provide the
Company with an adequate mix of directors with industry knowledge,
technical, commercial and financial skills together with integrity and
judgment considered necessary to represent shareholders and fulfil the
business objectives of the Company.

The Board currently consists of four directors (an Executive Director and 3 Non-
Executive Director) of whom two (2) are considered independent, being Mark
Scolaro and Michael Griffiths. The Board considers the current balance of skills and
expertise is appropriate for the Company for its currently planned level of activity.

To assist the Board in evaluating the appropriateness of the Board’s mix of

qualifications, experience and expertise, the Board will maintain a Board Skills
Matrix.

The Board undertakes appropriate checks before appointing a person as a

Director or putting forward to Shareholders a candidate for election as a Director.

4332-01/2033124_23 201
 The Board ensures that Shareholders are provided with all material information in
the Board’s possession relevant to a decision on whether or not to elect or re-elect
a Director.

The Company shall develop and implement a formal induction program for
Directors which allows new directors to participate fully and actively in Board
decision-making at the earliest opportunity and enable new Directors to gain an
understanding of the Company’s policies and procedures.

9.6 Identification and management of risk

The Board’s collective experience will enable accurate identification of the

principal risks that may affect the Company’s business. Key operational risks and
their management will be recurring items for deliberation at Board meetings.

9.7 Ethical standards

The Board is committed to the establishment and maintenance of appropriate

ethical standards.

9.8 Independent professional advice

Subject to the Chair’s approval (not to be unreasonably withheld), the Directors,

at the Company’s expense, may obtain independent professional advice on
issues arising in the course of their duties.

9.9 Remuneration arrangements

The remuneration of an Executive Director will be decided by the Board, without

the affected Executive Director participating in that decision-making process.

The total maximum remuneration of non-executive Directors is initially set by the

Constitution and subsequent variation is by ordinary resolution of Shareholders in
general meeting in accordance with the Constitution, the Corporations Act 2001
(Cth) and the ASX Listing Rules, as applicable. The determination of non-
executive Directors’ remuneration within that maximum will be made by the
Board having regard to the inputs and value to the Company of the respective
contributions by each non-executive Director. The current amount has been set
at an amount not to exceed $300,000 per annum.

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

Directors are also entitled to be paid reasonable travelling, hotel and other
expenses incurred by them respectively in or about the performance of their
duties as Directors.

The Board reviews and approves the remuneration policy to enable the Company
to attract and retain executives and Directors who will create value for
Shareholders having consideration to the amount considered to be
commensurate for a company of its size and level of activity as well as the relevant
Directors’ time, commitment and responsibility. The Board is also responsible for
reviewing any employee incentive and equity-based plans including the
appropriateness of performance hurdles and total payments proposed.

4332-01/2033124_23 202
9.10 Trading policy

The Board has adopted a policy that sets out the guidelines on the sale and
purchase of securities in the Company by its directors, officers, employees and
contractors. The policy generally provides that for directors, the written
acknowledgement of the Chair (or the Board in the case of the Chairperson) must
be obtained prior to trading.

9.11 External audit

The Company in general meetings is responsible for the appointment of the

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

9.12 Audit committee

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

9.13 Departures from Recommendations

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

The Company’s departures from the Recommendations will also be announced

prior to admission to the official list of the ASX.

4332-01/2033124_23 203
10. MATERIAL CONTRACTS

Set out below is a brief summary or direction to other parts of this Prospectus for a
brief summary of the certain contracts to which the Company is a party and
which the Directors have identified as material to the Company or are of such a
nature that an investor may wish to have details of particulars of them when
making an assessment of whether to apply for Shares.

To fully understand all rights and obligations of a material contract, it would be

necessary to review it in full and these summaries should be read in this light.

10.1 Agreements relating to the Tenements

The Company’s solicitors, Steinepreis Paganin, in the Solicitor’s Report on

Tenements have summarised each of the material agreements relating to the
Company’s Tenements, including agreements relating to:

(a) the terms of the acquisition of the Company’s tenements; and

(b) royalty obligations that have been assumed by the Company as a term
of the acquisition of Mining Lease M37/135 from Saracen Metals Pty
Limited to CopperCo Limited (subject to external administration).

Refer to Part III of the Solicitor’s Report on Tenements for a summary of these
agreements.

10.2 Related party agreements

Agreements with the Directors and related parties are summarised in Section 4.7
of this Prospectus.

10.3 Corporate advisory mandate

The Company has entered into a corporate advisory agreement with former
director, Mr George Bauk, pursuant to which he will provide non-exclusive
corporate advisory services to the Company. The engagement is intended to
commence from the date the Company commences trading on ASX.

The Company will pay Mr Bauk a fee of $3,500 per month for these services and
has issued 700,000 Performance Rights that will convert to Shares in the Company
upon the achievement of the following milestones by the Company:

(a) 200,000 Performance Rights will vest upon the Company achieving a
Project with a minimum of 3 significant drilling intersections of at least 5m
@10g/t or equivalent up to 25m @ 2g/t in 3 holes at a minimum step out
of 25m x 25m; and

(b) 500,000 Performance Rights will vest upon the Company achieving a
JORC compliant Resource of at least 500,000 ounces with a minimum
grade of 2g/t.

The agreement is terminable by the Company at any time for cause, or otherwise
on 3 months’ notice to Mr Bauk. The agreement otherwise contains terms
considered standard for this type of consulting agreement including
reimbursement clause (with a requirement for approval for spending over $250)
and confidentiality provisions.

204
10.4 Lead Manager Mandate

The Company has entered into a mandate with Oz Financial Pty Ltd to act as the
lead manager of the Offer and provide services including advice in relation to the
structure and promotion of the Offer and undertaking roadshow activities with the
Company.

The Company will pay the Lead Manager the following fees:

(a) a management fee of 2% of the funds raised;

(b) a campaign fee of 5% of funds raised;

(c) a DVP set up fee of $10,000; and

(d) a success fee of $150,000, with $100,000 payable in cash and $50,000
payable in Shares at an issue price of $0.20 per Share.

In addition, the Company will engage the Lead Manager for a minimum of 3
months following the listing at a monthly retainer of $12,000 per month.

205
11. ADDITIONAL INFORMATION

11.1 Litigation

As at the date of this Prospectus, the Company is not involved in any legal
proceedings and the Directors are not aware of any legal proceedings pending
or threatened against our Company.

11.2 Rights attaching to Shares

The following is a summary of the more significant rights attaching to Shares. 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.

Full details of the rights attaching to Shares are set out in the Constitution, a copy
of which is available for inspection at the Company’s registered office during
normal business hours.

(a) General meetings

Shareholders are entitled to be present in person, or by proxy, attorney or

representative to attend and vote at general meetings of the Company.

Shareholders may requisition meetings in accordance with section 249D

of the Corporations Act and the Constitution.

(b) Voting rights

Subject to any rights or restrictions for the time being attached to any
class or classes of Shares, at general meetings of Shareholders or classes
of Shareholders:

(i) each Shareholder entitled to vote may vote in person or by

proxy, attorney or representative;

(ii) on a show of hands, every person present who is a Shareholder

or a proxy, attorney or representative of a Shareholder has one
vote; and

(iii) on a poll, every person present who is a Shareholder or a proxy,

attorney or representative of a Shareholder shall, in respect of
each fully paid Share held by him, or in respect of which he is
appointed a proxy, attorney or representative, have one vote for
the Share, but in respect of partly paid Shares shall have such
number of votes as bears the same proportion to the total of such
Shares registered in the Shareholder’s name as the amount paid
(not credited) bears to the total amounts paid and payable
(excluding amounts credited).

(c) Dividend rights

Subject to the rights of any preference Shareholders and to the rights of

the holders of any shares created or raised under any special
arrangement as to dividend, the Directors may from time to time declare
a dividend to be paid to the Shareholders entitled to the dividend which
shall be payable on all Shares according to the proportion that the

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 amount paid (not credited) is of the total amounts paid and payable
(excluding amounts credited) in respect of such Shares.

The Directors may from time to time pay to the Shareholders any interim
dividends as they may determine. No dividend shall carry interest as
against the Company. The Directors may set aside out of the profits of
the Company any amounts that they may determine as reserves, to be
applied at the discretion of the Directors, for any purpose for which the
profits of the Company may be properly applied.

Subject to the ASX Listing Rules and the Corporations Act, the Company
may, by resolution of the Directors, implement a dividend reinvestment
plan on such terms and conditions as the Directors think fit and which
provides for any dividend which the Directors may declare from time to
time payable on Shares which are participating Shares in the dividend
reinvestment plan, less any amount which the Company shall either
pursuant to the Constitution or any law be entitled or obliged to retain,
be applied by the Company to the payment of the subscription price of
Shares.

(d) Winding-up

If the Company is wound up, the liquidator may, with the authority of a
special resolution of the Company, divide among the Shareholders in kind
the whole or any part of the property of the Company, and may for that
purpose set such value as he considers fair upon any property to be so
divided, and may determine how the division is to be carried out as
between the Shareholders or different classes of Shareholders.

The liquidator may, with the authority of a special resolution of the

Company, vest the whole or any part of any such property in trustees
upon such trusts for the benefit of the contributories as the liquidator thinks
fit, but so that no Shareholder is compelled to accept any Shares or other
securities in respect of which there is any liability.

(e) Shareholder liability

As the Shares under the Prospectus are fully paid shares, they are not
subject to any calls for money by the Directors and will therefore not
become liable for forfeiture.

(f) Transfer of Shares

Generally, Shares are freely transferable, subject to formal requirements,

the registration of the transfer not resulting in a contravention of or failure
to observe the provisions of a law of Australia and the transfer not being
in breach of the Corporations Act or the ASX Listing Rules.

(g) Variation of rights

Pursuant to section 246B of the Corporations Act, the Company may, with
the sanction of a special resolution passed at a meeting of Shareholders
vary or abrogate the rights attaching to Shares.

If at any time the share capital is divided into different classes of Shares,
the rights attached to any class (unless otherwise provided by the terms
of issue of the shares of that class), whether or not the Company is being
wound up, may be varied or abrogated with the consent in writing of the

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 holders of three-quarters of the issued shares of that class, or if authorised
by a special resolution passed at a separate meeting of the holders of
the shares of that class.

(h) Alteration of Constitution

The Constitution can only be amended by a special resolution passed by

at least three quarters of Shareholders present and voting at the general
meeting. In addition, at least 28 days written notice specifying the
intention to propose the resolution as a special resolution must be given.

11.3 Terms and conditions of Performance Rights

The following is a summary of the key terms and conditions of the Performance
Rights that are on issue in Company:

(a) (Milestones): The conversion of the Performance Rights is subject to the

achievement of the milestones relating to those Performance Rights
when granted (a Milestone).

(b) (Notification to holder): The Company shall notify the holder in writing
when the Milestone has been satisfied.

(c) (Vesting): Subject to (i), Performance Rights, that have not lapsed, shall
vest on the later to occur of:

(i) the date that the Milestone relating to that Performance Right
has been satisfied; and

(ii) the date that the holder gives a notice to the Company
confirming that the holder would like the Performance Rights to
vest.

(d) (Consideration): The Performance Rights will be issued for nil consideration
each and no consideration will be payable upon the vesting of the
Performance Rights.

(e) (Conversion): Subject to paragraph (o), upon vesting, each Performance

Right will, at the election of the holder, convert into one Share.

(f) (Share ranking): All Shares issued upon the vesting of Performance Rights
will upon issue rank pari passu in all respects with other Shares.

(g) (Application to ASX) The Performance Rights will not be quoted on ASX.
The Company must apply for the official quotation of a Share issued on
conversion of a Performance Right on ASX within the time period required
by the ASX Listing Rules.

(h) (Transfer of Performance Rights): The Performance Rights are not

transferable.

(i) (Lapse of a Performance Right): A Performance Right will automatically

lapse on the earlier to occur of:

(i) the date that the time period set out in paragraph (a) expires, if
the Milestone attached to the relevant Performance Right has
not been satisfied; and

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 (ii) the date that is three years from the date of issue if the
Performance Right.

(j) (Participation in new issues) A Performance Right does not entitle a holder
(in their capacity as a holder of a Performance Right) to participate in
new issues of capital offered to holders of Shares such as bonus issues and
entitlement issues.

(k) (Reorganisation of capital) If at any time the issued capital of the

Company is reconstructed, all rights of a holder will be changed in a
manner consistent with the applicable ASX Listing Rules and the
Corporations Act at the time of reorganisation.

(l) (Adjustment for bonus issue) If the Company makes a bonus issue of
Shares or other securities to existing Shareholders (other than an issue in
lieu or in satisfaction of dividends or by way of dividend reinvestment) the
number of Shares or other securities which must be issued on the
conversion of a Performance Right will be increased by the number of
Shares or other securities which the holder would have received if the
holder had converted the Performance Right before the record date for
the bonus issue.

(m) (Dividend and Voting Rights): The Performance Rights do not confer on
the holder an entitlement to vote (except as otherwise required by law)
or receive dividends.

(n) (Change in Control): Subject to paragraph (o), upon:

(i) a takeover bid under Chapter 6 of the Corporations Act having

been made in respect of the Company and:

(A) having received acceptances for not less than 50.1% of

the Company’s Shares on issue; and

(B) having been declared unconditional by the bidder; or

(ii) a Court granting orders approving a compromise or

arrangement for the purposes of or in connection with a scheme
of arrangement for the reconstruction of the Company or its
amalgamation with any other company or companies,

then, to the extent Performance Rights have not converted into Shares
due to satisfaction of the Milestone, Performance Rights will accelerate
vesting conditions and will automatically convert into Shares on a one-
for-one basis.

(o) (Deferral of conversion if resulting in a prohibited acquisition of Shares): If

the conversion of a Performance Right under paragraph (d) or (n) would
result in any person being in contravention of section 606(1) of the
Corporations Act 2001 (Cth) (General Prohibition) then the conversion of
that Performance Right shall be deferred until such later time or times that
the conversion would not result in a contravention of the General
Prohibition. In assessing whether a conversion of a Performance Right
would result in a contravention of the General Prohibition:

(i) holders may give written notification to the Company if they

consider that the conversion of a Performance Right may result
in the contravention of the General Prohibition. The absence of

209
 such written notification from the holder will entitle the Company
to assume the conversion of a Performance Right will not result in
any person being in contravention of the General Prohibition;

(ii) the Company may (but is not obliged to) by written notice to a
holder request a holder to provide the written notice referred to
in paragraph (o)(i) within seven days if the Company considers
that the conversion of a Performance Right may result in a
contravention of the General Prohibition. The absence of such
written notification from the holder will entitle the Company to
assume the conversion of a Performance Right will not result in
any person being in contravention of the General Prohibition.

(p) (No rights to return of capital) A Performance Right does not entitle the
holder to a return of capital, whether in a winding up, upon a reduction
of capital or otherwise.

(q) (Rights on winding up) A Performance Right does not entitle the holder to
participate in the surplus profits or assets of the Company upon winding
up.

(r) (No other rights) A Performance Right gives the holder no rights other than
those expressly provided by these terms and those provided at law where
such rights at law cannot be excluded by these terms.

(s) (Subdivision 83AC-C): Subdivision 83A-C of the Income Tax Assessment

Act 1997 applies to the Performance Right.

(t) (Ceasing to be engaged by the Company): If a holder’s services

agreement with the Company is terminated, the holder will continue to
have legal ownership of all Performance Rights that remain unvested
from the date of termination until the date which is 1 month from the date
of termination. On the date which is 1 month from the date of termination,
any Performance Rights that remain unvested will be forfeited by the
holder and cancelled by the Company. For the avoidance of doubt, if
any Performance Rights vest during the 1-month period, those
Performance Rights will be converted into fully paid ordinary shares on a
one-for-one basis.

(u) (Plan): The terms of the Performance Rights are supplemented by the
terms of the Company’s Performance Rights and Options Plan, a copy of
which is available from the Company Secretary.

11.4 Employee Performance Rights and Option Plan

The key terms of the Performance Rights and Option Plan (Plan) are as follows:

(a) Eligibility: Participants in the Plan may be:

(i) a Director (whether executive or non-executive) of the

Company and any associated body corporate of the Company
(each a Group Company);

(ii) a full or part time employee of any Group Company;

(iii) a casual employee or contractor of a Group Company to the

extent permitted by ASIC Class Order 14/1000 as amended or
replaced (Class Order); or

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 (iv) a prospective participant, being a person to whom the offer is
made but who can only accept the offer if an arrangement has
been entered into that will result in the person becoming a
participant under subparagraphs (i), (ii), or (iii) above,

who is declared by the Board to be eligible to receive grants of Awards

under the Plan (Eligible Participants).

(b) Offer: The Board may, from time to time, in its absolute discretion, make
a written offer to any Eligible Participant (including an Eligible Participant
who has previously received an offer) to apply for Awards, upon the terms
set out in the Plan and upon such additional terms and conditions as the
Board determines (Offer).

(c) Plan limit: The Company must have reasonable grounds to believe, when
making an offer, that the number of Shares to be received on exercise of
Awards offered under an offer, when aggregated with the number of
Shares issued or that may be issued as a result of offers made in reliance
on the Class Order at any time during the previous 3 year period under
an employee incentive scheme covered by the Class Order or an ASIC
exempt arrangement of a similar kind to an employee incentive scheme,
will not exceed 5% of the total number of Shares on issue at the date of
the offer.

(d) Issue price: Unless the Awards are quoted on the ASX, Awards issued
under the Plan will be issued for no more than nominal cash
consideration.

(e) Vesting Conditions: An Award may be made subject to vesting

conditions as determined by the Board in its discretion and as specified
in the offer for the Awards (Vesting Conditions).

(f) Vesting: The Board may in its absolute discretion (except in respect of a
change of control occurring where Vesting Conditions are deemed to be
automatically waived) by written notice to a Participant (being an
Eligible Participant to whom Awards have been granted under the Plan
or their nominee where the Awards have been granted to the nominee
of the Eligible Participant (Relevant Person)), resolve to waive any of the
Vesting Conditions applying to Awards due to:

(i) special circumstances arising in relation to a Relevant Person in

respect of those Performance Rights, being:

(A) a Relevant Person ceasing to be an Eligible Participant

due to:

(I) death or total or permanent disability of a

Relevant Person; or

(II) retirement or redundancy of a Relevant Person;

(B) a Relevant Person suffering severe financial hardship;

(C) any other circumstance stated to constitute “special

circumstances” in the terms of the relevant Offer made
to and accepted by the Participant; or

(D) any other circumstances determined by the Board at

211
 any time (whether before or after the Offer) and notified
to the Relevant Participant which circumstances may
relate to the Participant, a class of Participant, including
the Participant or particular circumstances or class of
circumstances applying to the Participant; or

(E) a change of control occurring; or

(F) the Company passing a resolution for voluntary winding

up, or an order is made for the compulsory winding up
of the Company.

(g) Lapse of an Award: An Award will lapse upon the earlier to occur of:

(i) an unauthorised dealing, or hedging of, the Award occurring;

(ii) a Vesting Condition in relation to the Award is not satisfied by its

due date, or becomes incapable of satisfaction, as determined
by the Board in its absolute discretion, unless the Board exercises
its discretion to waive the Vesting Condition and vest the Award;

(iii) in respect of unvested Awards only, an Eligible Participant ceases

to be an Eligible Participant, unless the Board exercises its
discretion to vest the Award in the circumstances set out in
paragraph (f) or the Board resolves, in its absolute discretion, to
allow the unvested Awards to remain unvested after the
Relevant Person ceases to be an Eligible Participant;

(iv) in respect of vested Awards only, a relevant person ceases to be

an Eligible Participant and the Award granted in respect of that
person is not exercised within a one (1) month period (or such
later date as the Board determines) of the date that person
ceases to be an Eligible Participant;

(v) the Board deems that an Award lapses due to fraud, dishonesty
or other improper behaviour of the Eligible Participant;

(vi) the Company undergoes a change of control or a winding up

resolution or order is made and the Board does not exercise its
discretion to vest the Award;

(vii) the expiry date of the Award.

(h) Shares: Shares resulting from the exercise of the Awards shall, subject to
any Sale Restrictions (refer paragraph (i)) from the date of issue, rank on
equal terms with all other Shares on issue.

(i) Sale Restrictions: The Board may, in its discretion, determine at any time
up until exercise of Awards, that a restriction period will apply to some or
all of the Shares issued to an Eligible Participant (or their eligible nominee)
on exercise of those Awards up to a maximum of five (5) years from the
grant date of the Awards. In addition, the Board may, in its sole discretion,
having regard to the circumstances at the time, waive any such
restriction period determined.

(j) No Participation Rights: There are no participating rights or entitlements

inherent in the Awards and holders will not be entitled to participate in

212
 new issues of capital offered to Shareholders during the currency of the
Awards.

(k) Change in exercise price of number of underlying securities: Unless

specified in the offer of the Awards and subject to compliance with the
ASX Listing Rules, an Award does not confer the right to a change in
exercise price or in the number of underlying Shares over which the
Award can be exercised.

(l) Reorganisation: If, at any time, the issued capital of the Company is
reorganised (including consolidation, subdivision, reduction or return), all
rights of a holder of an Award are to be changed in a manner consistent
with the Corporations Act and the ASX Listing Rules at the time of the
reorganisation.

(m) Trust: The Board may, at any time, establish a trust for the sole purpose
of acquiring and holding Shares in respect of which a Participant may
exercise, or has exercised, vested Awards, including for the purpose of
enforcing the disposal restrictions and appoint a trustee to act as trustee
of the trust. The trustee will hold the Shares as trustee for and on behalf of
a Participant as beneficial owner upon the terms of the trust. The Board
may at any time amend all or any of the provisions of the Plan to effect
the establishment of such a trust and the appointment of such a trustee.

11.5 Interests of Directors

Other than as set out in this Prospectus, no Director or proposed Director holds, or
has held within the two (2) years preceding lodgement of this Prospectus with the
ASIC, any interest in:

(a) the formation or promotion of the Company;

(b) any property acquired or proposed to be acquired by the Company in

connection with:

(i) its formation or promotion; or

(ii) the Offer; or

(c) the Offer,

and no amounts have been paid or agreed to be paid and no benefits have
been given or agreed to be given to a Director or proposed Director:

(d) as an inducement to become, or to qualify as, a Director; or

(e) for services provided in connection with:

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

(ii) the Offer.

11.6 Interests of Experts and Advisers

Other than as set out below or elsewhere in this Prospectus, no:

213
(a) person named in this Prospectus as performing a function in a
professional, advisory or other capacity in connection with the
preparation or distribution of this Prospectus;

(b) promoter of the Company; or

(c) underwriter (but not a sub-underwriter) to the issue or a financial services

licensee named in this Prospectus as a financial services licensee involved
in the issue,

holds, or has held within the 2 years preceding lodgement of this Prospectus with
the ASIC, any interest in:

(d) the formation or promotion of the Company;

(e) any property acquired or proposed to be acquired by the Company in

connection with:

(i) its formation or promotion; or

(ii) the Offer; or

(f) the Offer,

and no amounts have been paid or agreed to be paid and no benefits have
been given or agreed to be given to any of these persons for services provided in
connection with:

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

(h) the Offer.

Indeport Pty Ltd has acted as Independent Geologist and has prepared the
Independent Geologist’s Report which is included in section 6 of this Prospectus.
The Company estimates it will pay Indeport Pty Ltd a total of $161,000 (excluding
GST) for these services. During the 24 months preceding lodgement of this
Prospectus with the ASIC, Indeport Pty Ltd has not received fees from the
Company for any other services.

Nexia Perth Corporate Finance Pty Ltd has acted as Investigating Accountant
and has prepared the Investigating Accountant’s Report which is included in
section 7 of this Prospectus. The Company estimates it will pay Nexia Perth
Corporate Finance Pty Ltd a total of $7,000 (excluding GST) for these services.
During the 24 months preceding lodgement of this Prospectus with the ASIC, Nexia
Perth Corporate Finance Pty Ltd has not received any fees from the Company for
any other services.

Steinepreis Paganin has acted as the solicitors to the Company in relation to the
Offer and has prepared the Solicitor’s Report on Tenements which is included in
section 8 of this Prospectus. The Company estimates it will pay Steinepreis Paganin
$80,000 (excluding GST) for these services. Subsequently, fees will be charged in
accordance with normal charge out rates. During the 24 months preceding
lodgement of this Prospectus with the ASIC, Steinepreis Paganin has received fees
of $2,750 for legal advice provided to the Company.

214
11.7 Consents

Chapter 6D of the Corporations Act imposes a liability regime on the Company

(as the offeror of the Securities), the Directors, the persons named in the
Prospectus with their consent as Proposed Directors, any underwriters, persons
named in the Prospectus with their consent having made a statement in the
Prospectus and persons involved in a contravention in relation to the Prospectus,
with regard to misleading and deceptive statements made in the Prospectus.
Although the Company bears primary responsibility for the Prospectus, the other
parties involved in the preparation of the Prospectus can also be responsible for
certain statements made in it.

Each of the parties referred to in this Section:

(a) does not make, or purport to make, any statement in this Prospectus other
than those referred to in this Section; and

(b) in light of the above, only to the maximum extent permitted by law,
expressly disclaim and take no responsibility for any part of this Prospectus
other than a reference to its name and a statement included in this
Prospectus with the consent of that party as specified in this Section.

Indeport Pty Ltd has given its written consent to being named as Independent
Geologist in this Prospectus, the inclusion of the Independent Geologist’s Report
in Section 6 of this Prospectus in the form and context in which the report is
included, Investment Overview in section 1 and section 4 of this Prospectus in the
form and context in which those statements are included. Indeport Pty Ltd has
not withdrawn its consent prior to lodgement of this Prospectus with the ASIC.

Nexia Perth Corporate Finance Pty Ltd has given its written consent to being
named as Investigating Accountant in this Prospectus and to the inclusion of the
Investigating Accountant’s Report in Section 7 of this Prospectus in the form and
context in which the information and report is included. Nexia Perth Corporate
Finance Pty Ltd has not withdrawn its consent prior to lodgement of this Prospectus
with the ASIC.

Nexia Perth Audit Services Pty Ltd has given its written consent to being named as
Auditor in this Prospectus. Nexia Perth Audit Services Pty Ltd has not withdrawn its
consent prior to lodgement of this Prospectus with the ASIC.

Steinepreis Paganin has given its written consent to being named as the solicitors
to the Company in this Prospectus and to the inclusion of the Solicitor’s Report on
Tenements in Section 8 of this Prospectus in the form and context in which the
report is included. Steinepreis Paganin has not withdrawn its consent prior to the
lodgement of this Prospectus with the ASIC.

215
11.8 Expenses of the Offer

The total expenses of the Offer (excluding GST) are estimated to be approximately
$821,500 for minimum subscription or $979,250 for full subscription and are
expected to be applied towards the items set out in the table below:

Item of Expenditure Minimum Maximum

Subscription Subscription
($) ($)
ASIC fees 3,206 3,206
ASX fees 82,000 84,000
Broker Commissions1,2 460,000 600,000
Legal Fees 80,000 80,000
Independent Geologist’s Fees 161,000 161,000
Investigating Accountant’s Fees 7,000 7,000
Printing and Distribution 15,000 15,000
Miscellaneous 13,294 29,044
TOTAL 821,500 979,250
1. Broker commissions will only be paid on applications made through a licensed securities
dealers or Australian financial services licensee and accepted by the Company (refer to
section 10.3 of this Prospectus for further information). The amount calculated is based on
100% of applications being made in this manner. For those applications made directly to
and accepted by the Company no broker commissions will be payable and the expenses
of the Offer will be reduced and the additional funds will be put towards working capital.

2. As summarised in Section 10.4, $50,000 of the amount payable to the Lead Manager is to
be paid through the issue of 250,000 Shares to the Lead Manager, which will reduce the
costs of the Offer shown above by $50,000.

11.9 Continuous disclosure obligations

Following admission of the Company to the Official List, the Company will be a
“disclosing entity” (as defined in Section 111AC of the Corporations Act 2001
(Cth)) and, as such, will be subject to regular reporting and disclosure obligations.
Specifically, like all listed companies, the Company will be required to
continuously disclose any information it has to the market which a reasonable
person would expect to have a material effect on the price or the value of the
Company’s securities.

Price sensitive information will be publicly released through ASX before it is

disclosed to shareholders and market participants. Distribution of other
information to shareholders and market participants will also be managed
through disclosure to the ASX. In addition, the Company will post this information
on its website after the ASX confirms an announcement has been made, with the
aim of making the information readily accessible to the widest audience.

11.10 Electronic Prospectus

If you have received this Prospectus as an electronic Prospectus, please ensure

that you have received the entire Prospectus accompanied by the Application
Form. If you have not, please contact the Company and the Company will send
you, for free, either a hard copy or a further electronic copy of this Prospectus or
both. Alternatively, you may obtain a copy of this Prospectus from the website of
the Company at www.pvwresources.com.au.
216
 The Company reserves the right not to accept an Application Form from a person
if it has reason to believe that when that person was given access to the electronic
Application Form, it was not provided together with the electronic Prospectus and
any relevant supplementary or replacement prospectus or any of those
documents were incomplete or altered.

11.11 Financial Forecasts

The Directors have considered the matters set out in ASIC Regulatory Guide 170
and believe that they do not have a reasonable basis to forecast future earnings
on the basis that the operations of the Company are inherently uncertain.
Accordingly, any forecast or projection information would contain such a broad
range of potential outcomes and possibilities that it is not possible to prepare a
reliable best estimate forecast or projection.

11.12 Privacy statement

If you complete an Application Form, you will be providing personal information

to the Company. The Company collects, holds and will use that information to
assess your application, service your needs as a Shareholder and to facilitate
distribution payments and corporate communications to you as a Shareholder.

The information may also be used from time to time and disclosed to persons
inspecting the register, including bidders for your securities in the context of
takeovers, regulatory bodies including the Australian Taxation Office, authorised
securities brokers, print service providers, mail houses and the share registry.

You can access, correct and update the personal information that we hold about
you. If you wish to do so, please contact the share registry at the relevant contact
number set out in this Prospectus.

Collection, maintenance and disclosure of certain personal information is

governed by legislation including the Privacy Act 1988 (as amended), the
Corporations Act 2001 (Cth) and certain rules such as the ASX Settlement
Operating Rules. You should note that if you do not provide the information
required on the application for Shares, the Company may not be able to accept
or process your application.

217
12. DIRECTORS’ AUTHORISATION

This Prospectus is issued by the Company and its issue has been authorised by a
resolution of the Directors.

In accordance with Section 720 of the Corporations Act 2001 (Cth), each Director
has consented to the lodgement of this Prospectus with the ASIC.

_______________________________
Colin McCavana
Non-Executive Chair
For and on behalf of
PVW Resources NL

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13. GLOSSARY

Where the following terms are used in this Prospectus they have the following
meanings:

$ means an Australian dollar.

Acquisitions means the acquisitions of tenements as referred to in Section 3.4 of

this Prospectus.

Applicant means a person applying for Securities pursuant to this Prospectus.

Application Form means the application form attached to or accompanying this

Prospectus relating to the Offer.

Acquisitions means the acquisitions of the tenements by the Company (or its
nominated subsidiary.

Acquisition Agreements means each of the agreements to acquire the

tenements summarised in the Solicitor’s Report on Tenements.

ASIC means Australian Securities & Investments Commission.

ASX means ASX Limited (ACN 008 624 691) or the financial market operated by it
as the context requires.

ASX Listing Rules means the official listing rules of ASX.

Au means gold.

Board means the board of Directors as constituted from time to time.

Closing Date means the closing date of the Offer as set out in the indicative
timetable in the Key Offer Information Section of this Prospectus (subject to the
Company reserving the right to extend the Closing Date or close the Offer early).

Company or PVW means PVW Resources NL (ACN 624 170 074).

Conditions means the conditions outlined in Section 3.4.

Constitution means the constitution of the Company.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the directors of the Company at the date of this Prospectus.

Exposure Period means the period of 7 days after the date of lodgement of this
Prospectus, which period may be extended by the ASIC by not more than 7 days
pursuant to Section 727(3) of the Corporations Act.

General Offer has the meaning as set out at Section 3.2.

JORC Code means the Australasian Code for Reporting of Exploration Results,
Mineral Resources and Ore Reserves.

Lead Manager means Oz Financial Australia Pty Ltd (AFS Representative Number
000431191) .

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Maximum Subscription means the maximum amount to be raised under the
Prospectus, being $7,000,000 assuming full oversubscriptions of the 10,000,000
Shares at $0.20 per Share are accepted.

Minimum Subscription means the minimum amount to be raised under the Offer,
being $5,000,000 assuming no oversubscriptions are accepted.

Minotaur Shareholder means a shareholder of Minotaur Exploration Ltd eligible to

participate in the Priority Offer.

Offer means the offer of Securities (comprising of the Priority Offer and the General
Offer) pursuant to this Prospectus as set out in Section 3 of this Prospectus.

Official List means the official list of ASX.

Official Quotation means official quotation by ASX in accordance with the ASX
Listing Rules.

Option means an option to acquire a Share.

Performance Rights means performance rights with right to receive a Share upon
the achievement of specified milestones as summarised in this Prospectus.

Priority Offer means the priority offer made available to Shareholders of Minotaur
Exploration Ltd as described in Section 3.3 of this Prospectus.

Prospectus means this prospectus.

Reserves means JORC Code compliant reserves.

Resources means JORC Code compliant resources.

Section means a section of this Prospectus.

Share means a fully paid ordinary share in the capital of the Company.

Shareholder means a holder of Shares.

Tenements means the mineral tenements (including applications) in which the

Company has an interest described in the Solicitor’s Report on Tenements set out
in Section 8 of this Prospectus or any one of them as the context requires.

WST means Western Standard Time as observed in Perth, Western Australia.

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 Applicants who received this General Offer from their
broker must return their Application Form and
Application Monies back to their broker

PVW RESOURCES NL | ACN 624 170 074 Broker Code Adviser Code

Application Options:
Option A: Apply Online and Pay Electronically (Recommended)
Apply online at: https://automic.com.au/pvwresources.html
 Pay electronically: Applying online allows you to pay electronically, for Australian residents through BPAY®.
 Get in first, it’s fast and simple: Applying online is very easy to do, it eliminates any postal delays and removes the
risk of it being potentially lost in transit.
 It’s secure and confirmed: Applying online provides you with greater privacy over your instructions and is the only
method which provides you with confirmation that your application has been successfully processed.
To apply online, simply scan the barcode to the right with your tablet or mobile device or you can enter the URL above into your browser.

Option B: Standard Application and Pay by Cheque

Enter your details below (clearly in capital letters using pen), attach cheque and return in accordance with the instructions on the reverse.

1. Number of Shares applied for Application payment (multiply box 1 by $0.20 per share)
, , A$ , , .
Applications under the Offer must be for a minimum of $2,000 worth of Shares (10,000 Shares) and thereafter, in multiples of $500 worth of Shares
(2,500 Shares).

2. Applicant name(s) and postal address: refer to naming standards for correct form of registrable title(s) overleaf
Name of Applicant 1

Name of Applicant 2 or <Account Designation>

Name of Applicant 3 or <Account Designation>

Postal address
Unit / Street Number / Street name or PO Box

Suburb/Town State Postcode

3. Contact details
Telephone Number Contact Name (PLEASE PRINT)
( )
Email Address

By providing your email address, you elect to receive all communications despatched by the Company electronically (where legally permissible).

4. CHESS Holders Only – Holder Identification Number (HIN) Note: if the name and address details in sections 2 do not match exactly with your
registration details held at CHESS, any Shares issued as a result of your Application
X will be held on the Issuer Sponsored subregister.

5. TFN/ABN/Exemption Code
Applicant 1 Applicant #2 Applicant #3

If NOT an individual TFN/ABN, please note the type in the box

C = Company; P = Partnership; T = Trust; S = Super Fund
YOUR PRIVACY
Automic Pty Ltd (ACN 152 260 814) trading as Automic advises that Chapter 2C of the Corporation Act 2001 requires information about you as a securityholder (including your name,
address and details of the securities you hold) to be included in the public register of the entity in which you hold securities. Primarily, your personal information is used in order to
provide a service to you. We may also disclose the information that is related to the primary purpose and it is reasonable for you to expect the information to be disclosed. You have
a right to access your personal information, subject to certain exceptions allowed by law and we ask that you provide your request for access in writing (for security reasons). Our
privacy policy is available on our website – www.automic.com.au

CORRECT FORMS OF REGISTRABLE TITLE

Note that ONLY legal entities can hold Shares. The application must be in the name of a natural person(s), companies or other legal entities acceptable by the Company. At least one
full given name and surname is required for each natural person.

Type of Investor Correct Form of Registration Incorrect Form of Registration

Individual Mr John Richard Sample J R Sample

Joint Holdings Mr John Richard Sample & Mrs Anne Sample John Richard & Anne Sample
Company ABC Pty Ltd ABC P/L or ABC Co
Trusts Mr John Richard Sample John Sample Family Trust
<Sample Family A/C>
Superannuation Funds Mr John Sample & Mrs Anne Sample John & Anne Superannuation Fund
<Sample Family Super A/C>
Partnerships Mr John Sample & John Sample & Son
Mr Richard Sample
<Sample & Son A/C>
Clubs/Unincorporated Bodies Mr John Sample Food Health Club
< Food Health Club A/C>
Deceased Estates Mr John Sample Anne Sample (Deceased)
<Estate Late Anne Sample A/C>

INSTRUCTIONS FOR COMPLETING THE APPLICATION FORM

YOU SHOULD READ THE PROSPECTUS CAREFULLY BEFORE COMPLETING THIS APPLICATION FORM.
This is an Application Form for Ordinary Fully Paid Shares (Shares) in PVW Resources NL ACN 624 170 074 (the Company), made under the terms set out in the Prospectus dated 31
October 2018. The expiry date of the Prospectus is the date which is 13 months after the date of the Prospectus.
The Prospectus contains important information relevant to your decision to invest and you should read the entire Prospectus before applying for Shares. If you are in doubt as to how
to deal with this Application Form, please contact your accountant, lawyer, stockbroker or other professional adviser. To meet the requirements of the Corporations Act, this
Application Form must not be distributed unless included in, or accompanied by, the Prospectus and any supplementary prospectus (if applicable). While the Prospectus is current,
the Company will send paper copies of the Prospectus, and any supplementary prospectus (if applicable) and an Application Form, on request and without charge.
1. Shares applied for & payment amount - Enter the number of Shares you wish to apply for. Applications under the General Offer must be for a minimum of $2,000 worth Shares
(10,000 Shares) and thereafter, in multiples of $500 worth of Shares (2,500 Shares). To calculate this amount, multiply the number of Shares applied for by the Offer price, which
is A$0.22 per share.
2. Applicant name(s) and postal address - Note that ONLY legal entities can hold Shares. The application must be in the name of a natural person(s), companies or other legal
entities acceptable by the Company. At least one full given name and surname is required for each natural person. You should refer to the table above for the correct forms of
registrable title(s). Applicants using the wrong form of names may be rejected. Next, enter your postal address for the registration of your holding and all correspondence. Only
one address can be recorded against a holding.
3. Contact Details - Please provide your contact details for us to contact you between 9:00am AEDT and 5:00pm AEDT should we need to speak to you about your application. In
providing your email address you elect to receive electronic communications. You can change your communication preferences at any time by logging in to the Investor Portal
accessible at https://investor.automic.com.au/#/home
4. CHESS Holders - If you are sponsored by a stockbroker or other participant and you wish to hold shares allotted to you under this Application on the CHESS subregister, enter
your CHESS HIN. Otherwise leave the section blank and on allotment you will be sponsored by the Company and a “Securityholder Reference Number” (SRN) will be allocated
to you.
5. TFN/ABN/Exemption - If you wish to have your Tax File Number, ABN or Exemption registered against your holding, please enter the details. Collection of TFN’s is authorised
by taxation laws but quotation is not compulsory and it will not affect your Application.
6. Payment - Payments for applications made through this Application Form can only be made by cheque. Payment can be made by both BPAY and EFT but only by making an
online application, which can be accessed by following the web address provided on the front of the Application Form. Do not forward cash with this Application Form as it
will not be accepted.
Your cheque must be made payable to “PVW Resources NL” and drawn on an Australian bank and expressed in Australian currency and crossed "Not Negotiable". Cheques or
bank drafts drawn on overseas banks in Australian or any foreign currency will NOT be accepted. Any such cheques will be returned and the acceptance deemed to be invalid.
Sufficient cleared funds should be held in your account as your acceptance may be rejected if your cheque is dishonoured.
DECLARATIONS
BY SUBMITTING THIS APPLICATION FORM WITH THE APPLICATION MONIES, YOU DECLARE THAT:
 you have received a paper or electronic copy of the Prospectus that accompanies this Application Form and have read the Prospectus in full and agree to be bound
by the terms and conditions of the General Offer as declared in the Prospectus;
 all details and statements made on the Application Form are complete and accurate;
 where information has been provided about another individual, that individual’s consent has been obtained to transfer the information to the Company;
 the Company and their respective officers and agents are authorised to do anything on your behalf (including the completion and execution of documents) to enable
the Shares to be allocated to you;
 you agree to be bound by the constitution of the Company; and
 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.
LODGEMENT INSTRUCTIONS
The General Offer opens at 9.00am (AEDT) on 8 November 2018 and is expected to close at 5.00pm (AEDT) on 30 November 2018. The Company may elect to extend the Offer or
close it (after the Offer is open) at any earlier date and time, without further notice. Applicants are therefore encouraged to submit their Applications as early as possible. Completed
Application Forms and cheques must be:

POSTED TO: DELIVERED TO (during business hours only - 9am to 5pm (AEDT):

PVW Resources NL PVW Resources NL

C/- Automic Group C/- Automic Group
GPO Box 5193 Level 5, 126 Phillip Street
Sydney NSW 2001 Sydney NSW 2000

Your Application Form must be received by Automic no later than 5.00pm (AEDT) 30 November 2018
If you have any enquiries in respect of this Application, please contact Automic by either phone on 1300 288 664 (within Australia), +61 2 9698 5414 or at corporate.actions@automic.com.au.