Jervois Quarterly Activities Report to 30 June 2021

(TheNewswire)

 

  July 30, 2021 - TheNewswire - Australia   (ASX:JRV) (TSXV:JRV) (OTC:JRVMF)  

  CORPORATE UPDATE  

  Liquidity  

  Jervois   ended the June 2021 quarter ("   Q2   ") with A$33.3 million in cash.  The loan from the United States ("   U.S.   ") government of A$0.1 million relating to COVID-19 stimulus payroll protection was forgiven during the quarter.  

  Expenditure on exploration and development for the quarter was immaterial as activities at Idaho Cobalt Operations ("   ICO   ") are now classified as Assets Under Construction; expenditure of A$3.2 million was incurred in the quarter.  

  In Brazil, lease payments for the São Miguel Paulista ("   SMP   ") Refinery were R$4.5 million for Q2 (being monthly payments of R$1.5 million) and will continue to occur up to Closing.  Brazilian development expenditure associated with the Ausenco led Bankable Feasibility Study ("   BFS   "), excluding the lease payment, totalled A$1.1 million during the quarter.  

  After 30 June 2021, and prior to settlement of the bonds on 20 July 2021, A$24.1 million was transferred to the Escrow Account and Debt Service Account held by Jervois Mining USA Limited in accordance with the bond terms.  

  Acquisition of Freeport Cobalt and Equity Funding  

  On 27 July 2021, Jervois announced it has agreed to acquire 100% of Freeport Cobalt by purchasing all the shares of Freeport Cobalt Oy and four affiliated entities from Koboltti Chemicals Holdings Limited ("   KCHL   ") (the "   Acquisition   ").  

  Freeport   Cobalt   is   the Kokkola,   Finland-based   cobalt   refining and   specialty   products   business  

  retained by Freeport-McMoRan   ("   Freeport   ")   and   certain co-owners following   the sale   of   certain   refining   and   battery materials   activities   to   Umicore   in   2019.   The   Freeport   Cobalt   business   consists   of:  

•  

    - a capacity   sharing agreement   with Umicore   for the   15,000   mtpa   cobalt refinery in Kokkola,   Finland (which is   operated by   Umicore)   under   which   Freeport   Cobalt has contractual rights   to   toll   refine   6,250   mtpa   cobalt   at cost   until 2093;  

   

    - long-term   contracts   with   leading global suppliers of   cobalt   hydroxide,   consistent   with commitment   to best   practice   responsible   sourcing   framework; and  

   

    - a downstream   cobalt   products   manufacturing   facility with   an established marketing platform and   long-term   global customer   base servicing clients   primarily across   Europe,   the   United States and Japan.  

   
 

  The   Acquisition is   expected   to transform Jervois into a global,   vertically integrated cobalt   and nickel company of   scale,   led by a highly experienced management   team.   Post- acquisition,   Jervois will be   diversified across   multiple   products   and value   chain segments  

  with   significant   relevance   to   leading cobalt   producers   and end-users.  

  Jervois' acquisition of Freeport Cobalt also provides the Company with an established global market platform from which to operate.  The industrial logic and strategic rationale for the Acquisition is compelling, with value for Jervois shareholders expected to be created through technical and commercial synergies with ICO and SMP operations.  

  The purchase price for Freeport Cobalt is as follows:  

  - base consideration of US$160 million (including US$75 million of net working capital), subject to customary adjustments, to be paid in cash at closing of the Acquisition; and  

  - an additional cash payment of the working capital in Freeport Cobalt above US$75 million, at the closing of the Acquisition; and  

  - contingent consideration of up to US$40 million, payable in cash up to US$10 million per year based on Freeport Cobalt's financial performance from 2022 through to 2026, and through a "catch up" amount based on Freeport Cobalt's aggregate financial performance during that period.  

  The Acquisition is expected to close at the end of August 2021.  

  To fund the Acquisition and ICO development, Jervois has entered an underwriting agreement providing a fully-underwritten A$313 million equity raising by issuance of new Jervois ordinary shares consisting of a ~A$87m institutional placement (the "   Placement   ") and a ~A$226 million 1 for 1.56 accelerated pro-rata non-renounceable entitlement offer (the "   Entitlement Offer   ").  

  Approximately A$136 million was raised across the Placement and Institutional Entitlement Offer at an offer price of A$0.44 per share.  The Retail Entitlement Offer is fully underwritten and will raise an additional A$177 million.  Together, the combined proceeds of the equity raising are expected to total A$313 million.  

  ICO Debt Financing  

  In July, Jervois announced it had priced and closed the books on its subsidiary's offering (the "   Bond Offering   ") of senior secured bonds in the aggregate principal amount of US$100 million, guaranteed by Jervois (the "   Bonds   ").  Proceeds from the bond issue will be used to fund construction of ICO in the U.S.  

  Clarksons Platou Securities AS ("   Clarksons   ") acted as managers for the Nordic-style Bond Offering, launched as a private placement seeking proceeds of US$80-100 million.  The   Bonds are U.S. dollar denominated with a five-year term, unless repurchased or redeemed, and bear interest at 12.5% per annum, payable semi-annually in arrears, and were issued at a discount to par of 2%.  The Bonds are debt instruments only, with no attached equity warrants or equity conversion features.  

  The Bonds will be senior debt of Jervois Mining USA Limited (the "   Issuer   "), an indirect wholly-owned U.S. subsidiary of Jervois and owner of ICO, and will be guaranteed by Jervois.  The Bonds will be secured on a first priority basis by  

1.  

     (i)   a share pledge over all the shares of the Issuer,  

    
 
2.  

     (ii)   a pledge over all loans by and between any of the Issuer, Jervois and/or Jervois' direct wholly-owned U.S. subsidiary which owns all the shares of the Issuer, and  

    
 
3.  

     (iii)   security over all material assets (tangible and intangible) of the Issuer, such as the Escrow Account, among other things.  

    
 

  Net proceeds from the Bond Offering will, upon disbursement to the Issuer from the Escrow Account, be used for the payment of capital expenditures, operating costs and other costs associated with the construction of ICO and bringing it into production.  First production from ICO continues to be expected from mid-2022.  

  The issue date of the Bond Offering was 20 July 2021.  

  Upon satisfaction of certain conditions precedent customary for these types of transactions, the net proceeds of the Bond Offering will be placed into a U.S. dollar denominated escrow account of the Issuer (the "   Escrow Account   ").  These conditions precedent include, without limitation, funding of the Escrow Account by the Issuer such that upon deposit in the Escrow Account of the net proceeds of the Bond Offering, the aggregate sum held on deposit therein (the "   Bond Funds   ") will equal 101% of the aggregate principal amount of the Bonds.  

  The first of two (2) drawdowns of 50% of the Bonds Funds from the Escrow Account is anticipated in Q4 2021, following satisfaction of the conditions precedent to Withdrawal from Escrow Account.  

  Jervois is not required to enter into any external off-take agreements for ICO concentrates, except in certain limited circumstances at a later date, under the Bond Terms.  The Company will continue with plans to process the concentrates at the SMP refinery, subject to Jervois completing its SMP acquisition and successfully restarting the refinery in stages during 2022 and 2023.  Jervois' commercial team plans to sell refined cobalt products from SMP to key customers across the U.S., and potentially Europe, Japan and South Korea.  This sales strategy is expected to maximise value for shareholders versus committing to an early sale of significant volumes of ICO cobalt concentrates in external off-take agreements.  The Company continues discussions with concentrate customers and for commercial reasons may elect to place limited volume of concentrate externally.  The cobalt circuit at SMP is   expected to be restarted in 2022 on cobalt hydroxide feedstock, the same material as was previously purchased and refined by the facility.  

  Customer interest in ICO cobalt in a refined form from SMP is high, reflecting its uniqueness as the only cobalt mined in the U.S. at a time of an increasing focus on ESG standards and security of supply chain risk for critical minerals from geopolitical influences.  

  Jervois has had positive conversations with the U.S. Government prior to this comprehensive review about the importance of a U.S. domestic source of cobalt and ICO's financing requirements.  Jervois will continue to advance these discussions on appropriate forms of funding support for ICO and/or Jervois as the policy prescriptions stemming from the review are reflected in the priorities of U.S. Government funding agencies.  Jervois may pursue financing options for ICO and/or other parts of its business with the U.S. Government that can either be implemented in addition to the Bonds, be made available prior to Bond drawdown, or to refinance all or part of the Bonds, in each case in accordance with the Bond Terms.  

  During Q2 2021, Jervois participated at the U.S. Department of Commerce's invitation in a roundtable discussion on Advanced Battery Industry Development, hosted by the U.S. Deputy Secretary of Commerce Donald Graves.  Jervois was pleased to provide its perspective on the importance to the U.S. auto industry of a competitive and secure domestic battery supply chain.  The roundtable took place as part of SelectUSA, the keystone investment attraction summit run the U.S. Government, in which CEO's and senior political leadership worked to advance key projects in the U.S. sponsored by international partners such as Jervois.  The discussion was aligned with the Biden Administrations release of its findings of a 100-day review of vulnerabilities in U.S. critical minerals supply chains, including cobalt.  

  Board and Management Appointments  

  On 27 July 2021, Jervois announced it will appoint David Issroff as a Non-Executive Director effective 3 September 2021 following the completion of the acquisition of Freeport Cobalt.  

  Mr Issroff was a founding Partner with Glencore International AG ("   Glencore   "), having joined Glencore South Africa in 1989.  In 1992, he transferred to Glencore's head office in Switzerland with responsibility for the marketing of ferroalloys (including nickel and cobalt).  In 1997, he was appointed Head of the Ferroalloys Division at Glencore International AG, where he was responsible for the global Ferroalloys (including ferrochrome, manganese alloys, ferrosilicon and vanadium), Nickel and Cobalt Divisions of one of the world's largest suppliers of a wide range of commodities to industrial consumers.  Mr Issroff was also responsible for asset oversight within the division he operated and has extensive experience in optimizing operating assets with a trading element.  

  In his capacity with Glencore, Mr Issroff served as a Non-Executive Director of investment companies across South Africa, Switzerland and the United Kingdom.  In May 2000, Mr   Issroff joined the Board of Xstrata AG, and was subsequently appointed to the Board of Xstrata plc in February 2002 at the time of the London Initial Public Offering ("   IPO   ").  

  Mr Issroff left Glencore and the Xstrata plc Board in 2006 for personal reasons to relocate to the United States, where he remains based today.  

  Jervois announced on 12 July 2021 the announced that experienced mining executive Matthew Lengerich will be joining as Executive General Manager ("   EGM   ") – Mining.  

  Mr Lengerich joins Jervois from global miner Rio Tinto, where he has spent more than 20 years in a range of roles, with his last position as General Manager – Digital Transformation, based in Salt Lake City, Utah.  Over the past four years, Mr Lengerich has been a key leader of Rio Tinto's efforts to advance its capacity in artificial intelligence, data analytics and mine productivity across its global operating sites.  

  Prior to these specialised mining technology roles, as General Manager of Rio Tinto Iron Ore's integrated operations centre in Perth, Australia, Mr Lengerich had responsibility for 450 staff in central control, executing dynamic scheduling and maintaining the production systems associated with the delivery of 320Mtpa of iron ore from Western Australia.  This product was sourced from 15 mines, and transported through 1,700km of rail network and four independent ports, by the remote operating team.  

  Earlier, Mr Lengerich was General Manager of the Bingham Canyon Mine near Salt Lake City, a major Rio Tinto mine moving 260Mtpa of material to produce 300,000tpa copper.  Mr Lengerich led the site team of 1,100 employees.  Bingham Canyon remains a world-class operation with industry leading geotechnical engineering, safety and asset performance, and life of mine planning.  Prior to the General Manager role, Mr Lengerich was Bingham Canyon's Mine Manager for two years.  

  Mr Lengerich will be responsible for all of Jervois' mining activities globally and will remain based in the United States.  In addition to EGM Mining, he will also fulfil the role of Acting GM –  ICO, until the mine is constructed and commissioned.  

  Insider Compensation Reporting  

  During the quarter A$0.06 million was paid to Non-Executive Directors.  A$0.12 million was paid to the CEO (Executive Director) during the quarter.  

  Investor Relations  

  During the quarter, Jervois participated at the Jefferies Renewable Energy Conference: From the Mine to the Market, with CEO Bryce Crocker and CFO James May participating in a panel discussing Cathode Materials and Battery Technology, which was held virtually on 25-27 May. They also participated in 1-1 investor meetings.  

  In June, Mr Crocker participated in the opening panel at the TD Securities Battery Metals Virtual Roundtable on 22 June 2021, and Mr Crocker and Mr May hosted 1-1 investor meetings during the event.  

  2021 Annual General Meeting  

  The 2021 Annual General Meeting ("   AGM   ") of Jervois shareholders was held on 29 July 2021 at 10.00am Australian Eastern Standard Time ("   AEST   ").  All of the resolutions were passed.  

  OPERATIONAL UPDATES  

  Idaho Cobalt Operations ("ICO"), United States  

  Jervois' Board approved final construction of ICO in early July following its senior secured Bond Offering to raise US$100 million (as earlier described).  Upon satisfaction of conditions precedent, which is expected in Q4 2021, they will be used for the payment of capital expenditures, operating costs and other costs associated with the construction of ICO and bringing it into production. First production from ICO continues to be expected from mid-2022.  

  The properties upon which the mine and mill are situated in the U.S. National Forest lands managed by United States Forest Service (the "   USFS   ").  Jervois controls 100 percent of the unpatented mining claims over this land, consisting of 313 unpatented lode mining claims.  All activities at ICO adhere to the USFS and Environmental Protection Agency requirements. The site is environmentally permitted with an approved Plan of Operations.  

  Prior to initiating final   construction, Jervois commissioned DRA Global and its sub-consultants, M3 Engineering ("   M3   "), to prepare an updated Australian JORC Code 2012 Edition Bankable Feasibility Study ("BFS") and Canadian National Instrument 43-101 Feasibility Study on ICO, the results of which were announced on 29 September 2020.  

  The detailed design package of work has been progressing well with M3 Engineering.  Equipment orders have been placed on long lead items including the primary crusher and feeder, SAG mill, variable speed drives, flotation cells and blowers.  In addition to long lead items, other equipment such as electrical reticulation and MCC housing, cyclones, concentrate foundations, belt magnets and scales have also been ordered.  Enquiries for thickeners and disc filters are currently in the market.  Commitments are on schedule with no significant price difference between pricing from the BFS and actual market pricing received to date.  All orders are in line with the execution schedule which shows all equipment will be on site by November 2021 for construction execution.  

  The site early works package of work has progressed well and has started with mobilisation of local contractors to assist in the final assembly of the water treatment plant on site.  The M3 construction manager is now on site and supervises all site activity which will progressively increase as the schedule dictates in coming weeks and months.  The early works focus is to finalise site establishment during summer so construction of the process   plant and the mining of the portal and development can take place in the North American winter.  Activities include the commissioning of the water treatment plant and pump back system, laying of concrete foundations, erection of the mill and flotation buildings, the laying of a HDPE liner for the dry stack tailings facility and the construction of an accommodation camp.  All these activities which will be executed through summer and completed by end Q3 2021.  

  Jervois has developed detailed plans to operate ICO in an environmentally responsible manner.  

  Demonstration by Jervois of its ability to construct and operate safely for the environment, together with necessary drilling success once underground access has been opened (to both convert existing and future mineral resources into mine reserves) are expected to positively support discussions with the USFS and other U.S. regulators regarding a future expansion utilizing the currently disturbed site footprint.  

  Jervois has awarded Metso Outotec the design, fabrication and delivery contract for a 4.7m diameter and 2.5m-long 750kW SAG (semi-autonomous grinding) mill.  The mill will comfortably accommodate the nameplate 1,200stpd processing capacity cap applied in the ICO BFS, which is based on the Company's currently approved Plan of Operations.  Delivery of the Metso Outotec SAG mill to site in Idaho is planned and on schedule for Q4 2021.  

  Site early works are well underway, with full construction to commence on the ground in September 2021.  ICO will create approximately 200 local construction jobs and 180 operational positions once the site transitions into commercial operation.  

  Site early works include:  

•  

    - Limited remaining earthworks and concrete design and execution;  

   

    - High density polyethylene lining installation on the waste storage facility base;  

   

    - Commissioning of the wastewater treatment plant;  

   

    - Constructing and commissioning of a pump back system;  

   

    - Constructing an accommodation camp (a 100 person camp has been purchased from a local vendor in Boise, Idaho);  

   

    - Bolting and meshing of the portal and extension earthworks of the portal bench; and  

   

    - Erecting buildings which will allow construction to continue over winter.  

   
 

  All these activities have been designed and are in various stages of execution on the site.  

  The mine site is equipped with all required infrastructure including access roads from both Salmon and Challis, full grid power (at less than U.S. 5 cents per kwh; Idaho Power has   offered ICO 100% renewable power from 2023, the first full year of mine and mill operation), a bore field for water supply, communications and all site earthworks and terracing, as illustrated in the following site overhead photograph.  

  Final construction of ICO will include developing an underground mine over a period of 10 months starting in September 2021, which is scheduled to deliver first ore to an operational mill in July 2022.  Development of the mine is being executed by Small Mine Development ("   SMD   "), based in Battle Mountain, Nevada.  SMD also participated in the mine design and costing for the updated BFS.  

  Idaho State Tax Reimbursement Incentive  

  Jervois received approval for the Idaho Tax Reimbursement Incentive ("   TRI   ") for ICO.  

  The Idaho TRI aims to encourage businesses to invest in the state.  It is a policy tool selectively applied by the State of Idaho to attract and grow new businesses of scale and significance to the economy, such as Jervois.  Program eligibility is determined based on capital investment thresholds, the level and quality of job creation together with positive economic impacts, both locally and more broadly across the state of Idaho.  

  To receive the TRI, Jervois will create 164 new jobs in Idaho at an average wage of above the Lemhi County average.  The award of the TRI to Jervois recognizes the approximately US$100 million of investment thus far into the mine site over more than a decade by its local subsidiary, Jervois Mining USA.  

  For Jervois, Idaho boasts a skilled workforce, strong infrastructure and competitive low carbon energy costs.  

  Positive engagement with host communities and local stakeholders is critical for Jervois, wherever it operates.  This arrangement was originally recommended by Lemhi County, in which ICO is located, and was recently unanimously approved by the Idaho Economic Advisory Council.  Jervois is pleased with the partnership between Lemhi County and the State of Idaho, and believes it reflects positively on the Company's standing in Idaho and its relationship with residents and governmental authorities, both across the state and specifically in Lemhi County.  

  Jervois and Idaho Conservation League initiate Upper Salmon Basin Restoration Projects  

  In June 2021, the Company and the Idaho Conservation League ("   ICL   ") confirmed the selection of three initial restoration projects as part of the Upper Salmon Conservation Action Program's ("   USCAP   ") inaugural round.  Following the request for proposals in the spring, the USCAP funding committee selected three proposals totalling US$150,000 from a competitive pool of applicants.  

  The USCAP was created in partnership with ICL and Jervois in March 2021 to support protection and restoration of fish and wildlife habitats including water quality, and   biodiversity within the Upper Salmon River Basin.  Jervois will contribute US$150,000 annually to USCAP throughout the operational life of ICO in Lemhi County, Idaho.  

  The Lemhi Soil and Water Conservation District received US$85,000 to move a problematic diversion on the Lemhi River to advance an extensive fish habitat restoration project.  This area has been identified as critical habitat for juvenile Chinook salmon and steelhead.  

  The USCAP selected White Clouds Preserve for US$35,000 in funding to conduct riparian restoration work.  The non-profit manages a 432-acre former ranch along the East Fork of the Salmon River.  Endangered Species Act-listed Chinook salmon, steelhead and bull trout spawn and rear their young in the East Fork.  The grant will be implemented in collaboration with the Shoeshone-Bannock tribes and local native plant experts, to enable the White Clouds Preserve to monitor and restore critical salmon and steelhead populations along the East Fork, near its confluence with the Main Salmon River.  

  The Western Rivers Conservancy received US$30,000 to assist with acquiring a key parcel of land along Panther Creek, a major tributary of the Salmon River.  This action is an important step in the recovery of spawning and rearing habitat for endangered fish.  The next call for proposals for the 2022 USCAP funding cycle will be announced in Q4 2021.  

  São Miguel Paulista ("SMP") nickel and cobalt refinery, Brazil  

  In April 2021, the Company announced it had appointed Ausenco as BFS lead contractor for São Miguel Paulista ("   SMP   ") nickel and cobalt refinery in Brazil.  Ausenco subsequently engaged Metso Outotec to lead testwork and piloting to support engineering and equipment selection.  The introduction of Metso Outotec as subcontractor for the processing component of the BFS creates an exceptionally strong and capable team.  Metso Outotec was the original designer and engineering lead during construction of the SMP refinery.  

  The SMP BFS will be delivered in stages, with Metso Outotec playing a key role in both phases.  

  Stage 1 is a measured restart treating hydroxy-carbonate, mixed hydroxide and cobalt hydroxide product previously processed commercially at the refinery to produce over 10,000mtpa and 2,000mtpa of nickel and cobalt refined products respectively.  Prior to being placed on care and maintenance, SMP's annual refined production capacity for these products was 25,000mtpa nickel and 2,000mtpa cobalt.  BFS for Stage 1 of the restart will be completed by the end of Q3 2021.  

  Promon Engenharia ("   Promon   ") prepared detailed plant and refurbishment cost estimates and schedules to support execution of this first phase of the SMP refinery restart.  The outcomes from the Promon integrity audit were used as a guide to the refinery plant and equipment refurbishment.  No major refinery process modifications are anticipated for stage 1.  

  Stage 2a allows for the integration of a Pressure Oxidation ("   POX   ") circuit to process both ICO cobalt concentrates, and Stage 2b will add additional third-party supply in the form of sulphide concentrates, with 5,000mtpa of contained nickel.  The POX autoclave circuit will independently leach sulphide concentrates that will be discharged into the existing, operating refinery.  Stage 2a and 2b of the BFS are forecast to be completed at the end of 2021.  

  Metso Outotec's role as subcontractor will support Ausenco as lead engineer and ensure Outotec's historical involvement in SMP's original design criteria, and more recent organizational POX project experience through to battery grade metals, will be leveraged to fast track the refinery restart and manage risk.  Whilst the headline capacity of SMP remains significantly above Jervois's Stage 2 restart scale, a measured approach is intended to balance restart risk and upfront capital.  

  Jervois announced its acquisition of the SMP refinery last year as part of its strategy to become a vertically integrated producer of nickel and cobalt.  The transaction provides Jervois with site access during 2021 to complete the BFS, with closing subject to the satisfaction of usual conditions, expected to be completed by December 2021.  

  The acquisition and restart of SMP will transform Jervois into a vertically integrated producer when its 100%-owned ICO mine in the U.S. starts production, anticipated from mid-2022.  

  Nico Young Nickel-Cobalt Project, New South Wales, Australia  

  The Company is continuing discussions which envisage partial off-take in exchange for funding to complete a BFS.  At that time, Jervois will reassess its level of equity ownership and uncommitted offtake of Nico Young to determine a suitable ownership structure and marketing strategy to secure the required project financing to move into construction.  

  NON-CORE ASSETS  

  Jervois's non-core assets are summarized on the Company's website.  

  Jervois has initiated a partnering process for its Ugandan exploration portfolio.  

  ASX WAIVER INFORMATION  

  On 6 June 2019, the ASX granted a waiver to Jervois in respect of extending the period to 8 November 2023 in which it may issue new Jervois shares to the eCobalt option holders as part of the eCobalt transaction.  

  As at 30 June 2021, the following Jervois shares were issued in the quarter on exercise of eCobalt options and the following eCobalt options remain outstanding:  

•  

   The number of options represent the number of Jervois shares that will be issued on exercise.  The exercise price represents the price to be paid for the Jervois shares when issued.  

   
 

  By Order of the Board  

  Bryce Crocker  

  Chief Executive Officer  

  For further information, please contact:  

  Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.  

  Forward-Looking Statements  

  This news release may contain certain "Forward-Looking Statements" within the meaning of the United States Private Securities Litigation Reform Act of 1995 and applicable Canadian securities laws. When used in this news release, the words "anticipate", "believe", "estimate", "expect", "target, "plan", "forecast", "may", "schedule" and other similar words or expressions identify forward-looking statements or information. These forward-looking statements or information may relate to timing and completion of the Entitlement Offer, timing of completion of the acquisition of Freeport Cobalt, construction work to be undertaken at ICO, timing of production at ICO, preparation of studies on the SMP refinery, the reliability of third party information, and certain other factors or information. Such statements represent the Company's current views with respect to future events and are necessarily based upon a number of assumptions and estimates that, while considered reasonable by the Company, are inherently subject to significant business, economic, competitive, political and social risks, contingencies and uncertainties. Many factors, both known and unknown, could cause results, performance or achievements to be materially different from the results, performance or achievements that are or may be expressed or implied by such forward-looking statements. The Company does not intend, and does not assume any obligation, to update these forward-looking statements or information to reflect changes in assumptions or changes in circumstances or any other events affections such statements and information other than as required by applicable laws, rules and regulations.  

  Appendix 5B  

  Mining exploration entity or oil and gas exploration entity
quarterly cash flow report  

  Compliance statement  

  1        This statement has been prepared in accordance with accounting standards and policies which comply with Listing Rule 19.11A.  

  2        This statement gives a true and fair view of the matters disclosed.  

  Date:        30 July 2021  

  Authorised by:        Disclosure Committee  

  (Name of body or officer authorising release – see note 4)  

  Notes  

  1.        This quarterly cash flow report and the accompanying activity report provide a basis for informing the market about the entity's activities for the past quarter, how they have been financed and the effect this has had on its cash position. An entity that wishes to disclose additional information over and above the minimum required under the Listing Rules is encouraged to do so.  

  2.        If this quarterly cash flow report has been prepared in accordance with Australian Accounting Standards, the definitions in, and provisions of,   AASB 6: Exploration for and Evaluation of Mineral Resources   and   AASB 107: Statement of Cash Flows   apply to this report. If this quarterly cash flow report has been prepared in accordance with other accounting standards agreed by ASX pursuant to Listing Rule 19.11A, the corresponding equivalent standards apply to this report.  

  3.        Dividends received may be classified either as cash flows from operating activities or cash flows from investing activities, depending on the accounting policy of the entity.  

  4.        If this report has been authorised for release to the market by your board of directors, you can insert here: "By the board". If it has been authorised for release to the market by a committee of your board of directors, you can insert here: "By the [   name of board committee   –   e.g., Audit and Risk Committee   ]". If it has been authorised for release to the market by a disclosure committee, you can insert here: "By the Disclosure Committee".  

  5.        If this report has been authorised for release to the market by your board of directors and you wish to hold yourself out as complying with recommendation 4.2 of the ASX Corporate Governance Council's   Corporate Governance Principles and Recommendations   , the board should have received a declaration from its CEO and CFO that, in their opinion, the financial records of the entity have been properly maintained, that this report complies with the appropriate accounting standards and gives a true and fair view of the cash flows of the entity, and that their opinion has been formed on the basis of a sound system of risk management and internal control which is operating effectively.  

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