VHM Limited

Prospectus ACN 601 004 102

This Prospectus has been issued to provide This is an important document and requires your
information on the offer of 14,814,815 Shares to immediate attention. It should be read in its entirety.
be issued at a price of $1.35 per Share to raise Please consult your professional adviser(s) if you
$20,000,000 (before costs) (the Broker Offer, have any questions about this Prospectus.
the Institutional Offer, the Priority Offer, and the
Investment in the Securities offered pursuant to this
Public Offer (together the 'IPO Offer'). The Company
Prospectus should be regarded as highly speculative
will also accept oversubscriptions of an additional
in nature, and investors should be aware that they
$10,000,000 (before costs).
may lose some or all of their investment. Refer to
This Prospectus also incorporates the offer of Section 4 for a summary of the key risks associated
35,069,753 Shares to be issued on conversion of the with an investment in the Securities.
Convertible Notes (Convertible Note Offer).
It is proposed that the IPO Offer and Convertible Note
Offer (together, Offers) will close at 5.00pm (AET)
on 16 December 2022. The Directors reserve the
right to close the Offers earlier or to extend this date
without notice. Applications must be received before
that time.
Contents
Important Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ii
Corporate Directory . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . v
Letter from the Chairman . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . vii
Key Offer Details . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ix
Indicative Timetable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .x
Investment Overview . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . xi
Details of Offer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Company and Projects Overview . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Industry Overview . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
Financial Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65
Board, Management and Corporate Governance . . . . . . . . . . . . . . . . . . . . . . . . . 81
Material Contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 101
Additional information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 123
Authorisation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 137
Glossary of Terms . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 138
Annexure A – Mineral Resources and Ore Reserves . . . . . . . . . . . . . . . . . . . . . .146
Annexure B – Mineral Resource Estimate and Ore Reserve Statements . . . . . 150
Annexure C – Solicitor's Tenement Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 169
Annexure D – Independent Limited Assurance Report . . . . . . . . . . . . . . . . . . 220
Annexure E – Key Accounting Policies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 224
Annexure F – Independent Technical Assessment Report . . . . . . . . . . . . . . . 229
Important Information

The Offers representations regarding, and take no responsibility

for, any part of this Prospectus other than references
This Prospectus is issued by VHM Limited
to their name and make no representation or
(ACN 601 004 102) (Company) for the purpose of
warranty as to the currency, accuracy, reliability,
Chapter 6D of the Corporations Act. The IPO Offer
or completeness of this Prospectus.
and the Convertible Note Offer (together, the Offer)
contained in this Prospectus is an initial public The Company, the Share Registry and the Lead
offering to acquire fully paid ordinary Shares (Shares) Manager disclaim all liability, whether in negligence
in the Company. or otherwise, to persons who trade Shares before
receiving their holding statement.
It is proposed that the Offer will close at 5.00pm
(AET) on 16 December 2022. The Directors reserve Exposure Period
the right to close the Offer earlier or to extend this
The Corporations Act prohibits the Company from
date without notice. Applications must be received
processing Applications in the seven day period
before that time.
after the date of this Prospectus (Exposure Period).
The Offer pursuant to this Prospectus is subject to a The Exposure Period may be extended by ASIC
number of conditions as outlined in Section 1.4 of this by up to a further seven days. The purpose of the
Prospectus. Exposure Period is to enable this Prospectus to be
examined by market participants prior to the raising
Prospectus of funds. You should be aware that this examination
This Prospectus is dated, and was lodged with may result in the identification of deficiencies in this
ASIC on, 21 November 2022. Neither ASIC nor ASX Prospectus. In such circumstances, any Application
(or their respective officers) take any responsibility that has been received may need to be dealt with in
for the contents of this Prospectus or the merits of accordance with Section 724 of the Corporations Act.
the investment to which this Prospectus relates. Applications under this Prospectus will not be
The expiry date of this Prospectus is 5.00pm AET processed by the Company until after the Exposure
on that date which is 13 months after the date this Period. No preference will be conferred upon
Prospectus was lodged with ASIC. No Shares will Applications received during the Exposure Period.
be issued on the basis of this Prospectus after that
expiry date. No Cooling-off Rights
Application will be made to ASX within seven days of Cooling-off rights do not apply to an investment in
the date of this Prospectus for Official Quotation of Shares issued under this Prospectus. This means
the Shares the subject of the Offer. that, in most circumstances, you cannot withdraw
your Application once it has been accepted.
No person is authorised to give any information or
to make any representation in connection with the Conditional Offer
Offer, other than as is contained in this Prospectus. The IPO Offer contained in this Prospectus is
Any information or representation not contained in conditional on certain events occurring. If these
this Prospectus should not be relied on as having events do not occur, the Offer will not proceed, and
been made or authorised by the Company or the investors will be refunded their Application Monies
Directors in connection with the Offer. without interest. Please refer to Section 1.4 for further
It is important that you read this Prospectus in details on the conditions attaching to the Offer.
its entirety and seek professional advice where
necessary. The Shares the subject of this Prospectus Electronic Prospectus and
should be considered highly speculative. Application Forms
Canaccord Genuity (Australia) Limited have acted During the Exposure Period, an electronic version
as Lead Manager to the IPO Offer. To the maximum of this Prospectus (without an Application Form)
extent permitted by law, the Lead Manager and each will be available from https://www.vhmltd.com.au/
of its affiliates, officers, employees, and advisers prospectus/ only to persons in Australia. Application
expressly disclaim all liabilities in respect of, make no Forms will not be made available until after the
Exposure Period has expired.

VHM Limited | Prospectus ii

The Offer constituted by this Prospectus in electronic In particular, this Prospectus may be distributed, and
form is only available to persons receiving an the Shares offered and sold, in Australia and outside
electronic version of this Prospectus and relevant Australia only to Institutional Investors in other
Application Form within Australia. Permitted Jurisdictions. This Prospectus may only
be distributed in the United States to Institutional
The Prospectus is not available to persons in
Investors by a registered US broker-dealer affiliate
other jurisdictions in which it may not be lawful
of the Lead Manager and only if this Prospectus is
to make such an invitation or offer to apply for
accompanied by the US Offering Circular. The Shares
Securities. If you access the electronic version of this
have not been, and will not be, registered under the
Prospectus, you should ensure that you download
US Securities Act of 1933 or the securities laws of
and read the Prospectus in its entirety.
any state or other jurisdiction of the United States
Persons having received a copy of this Prospectus and may not be offered or sold, directly or indirectly,
in its electronic form may obtain an additional paper in the United States unless the Shares are registered
copy of this Prospectus and the relevant Application under the US Securities Act or are offered and sold
Form (free of charge) from the Company’s registered in a transaction exempt from, or not subject to, the
office during the Offer Period by contacting the registration requirements of the US Securities Act
Company as detailed in the Corporate Directory. and applicable US state securities laws. See Section
Applications will only be accepted on the relevant 1.18 for more detail on offer restrictions that apply
Application Form attached to, or accompanying, this to the IPO Offer and sale of Shares in jurisdictions
Prospectus or in its paper copy form as downloaded outside Australia.
in its entirety from https://www.vhmltd.com.au/
prospectus/. The Corporations Act prohibits any
Speculative Investment
person from passing on to another person the The Securities offered pursuant to this Prospectus
Application Form unless it is attached to a paper copy should be considered highly speculative. There is
of the Prospectus or the complete and unaltered no guarantee that the Securities offered pursuant
electronic version of this Prospectus. to this Prospectus will make a return on the capital
invested, that dividends will be paid on the Securities
Prospective investors wishing to subscribe for Shares or that there will be an increase in the value of the
under the IPO Offer should complete the relevant Securities in the future.
Application Form. If you do not provide the information
required on the Application Form, the Company may Prospective investors should carefully consider
not be able to accept or process your Application. whether the Securities offered pursuant to this
Prospectus are an appropriate investment for them
No document or information included on the in light of their personal circumstances, including
Company’s website is incorporated by reference into their financial and taxation position. Refer to Section
this Prospectus. 4 for details relating to the key risks applicable to an
investment in the Securities.
International Offers Restrictions
This Prospectus does not constitute an offer or Using this Prospectus
invitation in any place in which, or to any person Persons wishing to subscribe for Securities offered
to whom, it would not be lawful to make such an by this Prospectus should read this Prospectus in its
offer or invitation. No action has been taken to entirety in order to make an informed assessment
register or qualify the Shares or the Offers, or to of the assets and liabilities, financial position and
otherwise permit a public offering of Shares, in any performance, profits and losses, and prospects of
jurisdiction outside Australia. The distribution of this the Company and the rights and liabilities attaching
Prospectus (including in electronic form) outside to the Securities offered pursuant to this Prospectus.
Australia may be restricted by law and persons who If persons considering subscribing Securities offered
come into possession of this Prospectus outside pursuant to this Prospectus have any questions,
Australia should seek advice on and observe any they should consult their stockbroker, solicitor,
such restrictions. Any failure to comply with such accountant, or other professional adviser for advice.
restrictions may constitute a violation of applicable
securities laws.

iii VHM Limited | Prospectus

Forward-Looking Statements Photographs and Diagrams
This Prospectus contains forward-looking statements Photographs used in this Prospectus which do not
which are identified by words such as ‘believes’, have descriptions are for illustration only and should
‘estimates’, ‘expects’, ‘targets’, ‘intends’, ‘may’, ‘will’, not be interpreted to mean that any person shown
‘would’, ‘could’, ‘should’ and other similar words that endorses this Prospectus or its contents or that the
involve risks and uncertainties. assets shown in them are owned by the Company.
Diagrams used in this Prospectus are illustrative only
These statements are based on an assessment of
and may not be drawn to scale. Unless otherwise
present economic and operating conditions, and on
stated, all data contained in charts, graphs and
a number of assumptions regarding future events
tables is based on information available at the date
and actions that, as at the date of this Prospectus,
of this Prospectus.
are expected to take place.
Such forward-looking statements are not guarantees Miscellaneous
of future performance and involve known and All financial amounts contained in this Prospectus
unknown risks, uncertainties, assumptions, and are expressed as Australian currency unless
other important factors, many of which are beyond otherwise stated. Conversions may not reconcile due
the control of the Company, the Directors and to rounding. All references to ‘$’ are references to
management of the Company. Key risk factors Australian dollars.
associated with an investment in the Company are
detailed in Section 4. These and other factors could All references to time in this Prospectus are
cause actual results to differ materially from those references to AET, being the time in Sydney,
expressed in any forward-looking statements. New South Wales, unless otherwise stated.

The Company has no intention to update or Defined terms and abbreviations used in this
revise forward-looking statements, or to publish Prospectus are detailed in the glossary in Section 10.
prospective financial information in the future,
regardless of whether new information, future events
or any other factors affect the information contained
in this Prospectus, except where required by law.
The Company cannot and does not give assurances
that the results, performance, or achievements
expressed or implied in the forward-looking
statements contained in this Prospectus will actually
occur and investors are cautioned not to place
undue reliance on these forward-looking statements.

No Forecast Financial Information

After considering ASIC Regulatory Guide 170,
the Directors believe that reliable financial
forecasts for the Company cannot be prepared,
and accordingly, financial forecasts have not been
included in this Prospectus.

Production Targets
The production targets referred to in this Prospectus
are underpinned solely by the Ore Reserve.
The Ore Reserve underpinning the production
targets has been prepared by a Competent Person
in accordance with the requirements of the JORC
Code (2012).

VHM Limited | Prospectus iv

Corporate Directory

Directors Share Registry*

Donald George Runge Chairman Automic Pty Ltd
Level 2/267 St Georges Terrace
Graham Roger Howard Managing Director
Perth WA 6000
Michael Barry Allen Executive Director Australia
Gamini Malcolm Colless Non-Executive Director
Lead Manager
Company Secretary Canaccord Genuity (Australia) Limited
Ian Hobson (ACN 075 071 466)
Level 4, 60 Collins Street
Registered and Principal Office Melbourne VIC 3000
Australia
VHM Limited
Suite 8, 110 Hay Street
Co-Manager*
Subiaco WA 6008
Australia Reach Market Pty Ltd (ACN 145 312 232)
Level 7/440 Collins St
info@vhmltd.com.au
Melbourne VIC 3000
Website: https://www.vhmltd.com.au
Proposed Stock Exchange Listing
Australian Lawyers Australian Securities Exchange (ASX)*
HWL Ebsworth Lawyers Proposed ASX Code: VHM
Level 14, 264-278 George Street
Sydney NSW 2000
Australia

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

Independent Technical Expert

CSA Global Pty Ltd (ACN 077 165 532)
Level 2, 3 Ord Street
West Perth WA 6005

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

v VHM Limited | Prospectus

VHM Limited | Prospectus vi
Letter from the Chairman
The Company has released Proved and Probable
Ore Reserves of 198Mt which support a life of
mine in excess of 20 years. These underpin the
recently completed Goschen Definitive Feasibility
Study (Goschen DFS) which provides detailed
engineering, technical and environmental information.
The Company has completed all major environmental
and social impact assessments needed to obtain
the environmental effects statement and advance
major development approvals for the Goschen
Project, significantly de-risking the environmental
approval process.
The Company has announced it has signed a
Memorandum of Understanding (MOU) with a
Dear Investor wholly owned subsidiary of Shenghe Resources
Holding Co., Ltd. (Shenghe). The MOU provides for a
On behalf of the Board of Directors, I am pleased to dual product take or pay offtake of rare earth mineral
offer you the opportunity to become a Shareholder concentrate (REMC) and zircon/titania heavy mineral
of VHM Limited “Company”, the owner of a fast- concentrate (HMC) planned to be produced at the
emerging Tier 1 integrated rare earth and minerals Goschen Project.
sands project named Goschen.
The MOU is an important step in VHM’s plans to
As the world continues to transition to renewable develop one of the world’s largest, high-grade
and environmentally friendly products like electric heavy mineral sand and rare earth mineral deposits.
vehicles, the gap between increasing demand for It represents the culmination of several months of
rare earth and mineral sands and declining supply negotiations which also involved Shenghe testing
is anticipated to widen. VHM is seeking to capitalise samples provided by VHM from the Goschen
on these favourable market conditions and establish proposed project area.
itself as a world-leading producer and supplier of
critical minerals. Shenghe has committed to purchase 6,400tpa of
REMC and 100,000tpa of HMC for each calendar
VHM was first established in 2014, with the grant of year of the three-year agreement term, on a take
its first exploration licence and has since established or pay basis, representing approximately 60% of
a Mineral Resource inventory1 of 629Mt and Ore nominal production rate based on the 5Mtpa Goschen
Reserves of 198.7Mt. The Company has a substantial Project. The MOU is legally binding subject only to
rare earth mineral deposit of 413,107 tonnes of total usual conditions (such as development approvals and
rare earth oxide (TREO), with an accompanying Tier 1 project funding) and to finalisation of a comprehensive
mineral sands resource, located in the premier mineral offtake agreement within four months of signing.
sands province in North-West Victoria, Australia. (See Section 7.1 for a full description of the conditions).
The importance of the Goschen rare earth and mineral The Company is now developing front end
sands project, including the downstream processing, engineering and design (FEED) for Phase 1 of the
has been recognised by the Australian Government project. Phase 1 targets processing of sand hosted
through the granting of ‘Major Project Status.’ This deposits at a nominal throughput rate of 5Mtpa
status highlights the significance of the Goschen recovering concentrates of rare earth minerals, zircon,
Project to the nation and the future of critical minerals and titania. The Company is also advancing testwork
on an international scale. for a Phase 1A hydrometallurgy circuit to further refine
the Goschen rare earth products.

1. Includes inferred, indicated and measured mineral resources. Not all mining "inventory" has reached the necessary level of confidence
to be reported as a Mineral Resource.

vii VHM Limited | Prospectus

The Board and Management team are highly This Prospectus contains detailed information about
experienced and have delivered some of Australia’s the Offers and the current and proposed operations
most successful resource projects. Complementary to of the Company, as well as the risks pertaining to an
staff input, the Company has engaged highly qualified, investment in the Company. Potential investors in
industry leading consultants to assist where required. the Company should carefully consider those risks
(detailed in Section 4).
Whilst development plans for the Goschen Project
are significantly advanced, as with all projects, a We are aiming to develop a globally significant
number of actions remain. The key milestones to be integrated Tier 1 rare earth and mineral sands project
completed include: and we are well positioned to become a market
leading rare earth and mineral sands producer.
• Securing final environmental and development
approvals (including the conversion of the We look forward to welcoming you as a Shareholder
current retention lease to a mining lease); as we embark on our next stage of growth.
• Completion of further detailed engineering and
design work;
Yours faithfully
• Securing additional funding (both debt and
equity) to ensure that the Goschen Project
development through to production and cash
flow is fully funded.
Further information can be found in Sections 2.9 and
2.10 of this Prospectus.
VHM is currently seeking to raise $20 million
(before costs) through the issue of approximately Donald George Runge
14.8 million Shares. The Company will accept Chairman
oversubscriptions for up to an additional $10 million
(before costs) which would result (in aggregate) in the
issue of approximately 22.22 million Shares. The Lead
Manager to the IPO Offer is Canaccord Genuity
(see Sections 7.11 and 7.13 for further details).
The proceeds of the IPO Offer will be utilised to
progress development activities for the Goschen
Project and exploration activities for upstream
projects, being the Cannie and the Nowie Projects.
The intent is to fund the Company through to making
the Final Investment Decision with respect to Phase
1 of the Goschen Project. Further funding will then
be required to deliver the Goschen Project with the
Company to adopt a phased development approach
(as further discussed in Section 2.7).

VHM Limited | Prospectus viii

Key Offer Details

Shares Options Convertible

Key details of the Offer¹ (Million) (Million) Notes
Existing Securities on issue1 139.78 11.42 3,5533
Shares offered under the IPO Offer - -
($20M and oversubscription scenarios of
$20M $25M $30M
$25M and $30M, each at an Offer Price of
$1.35 per Share)
14.81 18.52 22.22
Shares to be issued under the Convertible - -
35.07
Note Offer4
Total Securities on issue on completion of
189.67 193.37 197.07 11.4 Nil
the Offers5
Fully Diluted 201.07 204.78 208.48 11.4 Nil
Offer Price $1.35
Total proceeds of IPO Offer Minimum Subscription amount $20,000,000
Over-subscriptions of up to $10,000,000
Market capitalisation at Offer Price6 $20M IPO Offer: $256,048,885
$25M IPO Offer: $261,048,885
$30M IPO Offer: $266,048,885
Pro forma net cash (as at 30 June 2022)7 $20M IPO Offer: $27,654,146
$25M IPO Offer: $32,376,516
$30M IPO Offer: $37,098,886
Implied enterprise value at the Offer Price8 $20M IPO Offer: $228,394,739
$25M IPO Offer: $228,672,369
$30M IPO Offer: $228,949,999
Notes:
1. Refer to Section 1.6 for further details relating to the proposed capital structure of the Company.
2. 10,405,811 of these Existing Options have a nil exercise price and were issued under the Company's existing Incentive Option Plan.
A further 1,000,000 Options were issued to directors Gamini Colless and Don Runge (500,000 each), having an exercise price of $1.00
and expiry date of 31 July 2025 and are subject to vesting conditions on the earlier of: (a) FID; (b) a change of control of the Company;
or (c) 31 December 2023. The Company expects that a number of these Options may be exercised prior to Admission, subject to
escrow arrangements.
3. Refer to Section 7.10 for details of the Convertible Notes.
4. Refer to Section 1.2 for details of the Convertible Note Offer.
5. Assuming no further Shares are issued and none of the above Options are exercised.
6. Calculated as the total number of Shares on issue on completion of the Offers multiplied by the Offer Price.
7. Calculated as the pro forma cash and cash equivalents less borrowings at Admission (based on 30 June 2022 actuals).
8. Calculated as the market capitalisation at the Offer Price, less pro forma net cash as at Admission (based 30 June 2022 actuals).

ix VHM Limited | Prospectus

Indicative Timetable

Event Date
Lodgement of this Prospectus with ASIC 21 November 2022
Opening Date for the Offers 6 December 2022
Closing Date for the Offers (Broker Offer, Institutional Offer, Priority Offer, 16 December 2022
Public Offer and Convertible Note Offer)
Issue Date Week commencing
2 January 2023
Despatch of holding statements Week commencing
2 January 2023
Expected date for Official Quotation on ASX Week commencing
9 January 2023
Note:
The dates shown in the table above are indicative only and may vary subject to the Corporations Act, the Listing Rules, and other
applicable laws. In particular, the Company reserves the right to vary the Opening Date and the Closing Dates without prior notice,
which may have a consequential effect on the other dates. Applicants are therefore encouraged to lodge their Application Form and
deposit the Application Monies as soon as possible after the Opening Date if they wish to invest in the Company.

VHM Limited | Prospectus x

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

Topic Summary More

information
Introduction
Who is the VHM Limited (ACN 601 004 102) (Company) is an Australian rare Section 2.1
Company and earth mineral and mineral sands development company with a focus
what does it do? on tenements within the Loddon Mallee Region of Victoria.
The Company was incorporated on 31 July 2014 as VHM Exploration
Pty Ltd. On 3 May 2018, the Company’s status changed to that of a
public company and its name changed to VHM Exploration Limited.
On 28 November 2018, the Company underwent a further name
change and became VHM Limited.
From 2014 to 2022 the Company progressively acquired, through
pegging, over 6,336km2 of near-contiguous tenements making it
one of Victoria’s largest mineral sands claim holders. Its current
holding (following the VPM Demerger) is 2,860km2.
The Company undertook its first significant seed capital raising in
September 2016 to fund initial historical drill data analysis obtained
by previous tenement holders to prepare the 2017 Mineral Resource
estimate in EL5520 (which is now RL006806).
From 2018 to 2022, a number of wholly owned subsidiaries were
incorporated for the purpose of acquiring freehold land on which
the Goschen Project is situated. Those land acquisition contracts
are binding, but yet to settle (with long dated and flexible settlement
arrangements).
Since May 2018, the Company has conducted a number of seed
capital raisings to fund exploration activity at the Goschen Project
and toward progressing an assessment in relation to the Proposed
Operation (Phase 1) and consideration of the merits of the Hydromet
Circuit (Phase 1A), which would provide further downstream
processing opportunities. As at the date of this Prospectus, the
Company has now spent approximately $45 million in aggregate on
the Goschen Project and contiguous licences.

xi VHM Limited | Prospectus

Topic Summary More
information
What are the The Company holds several exploration licences and one retention Section 2.
Company’s licence within the Loddon Mallee Region of Victoria. The Company’s
See also
projects? key project is the Goschen Rare Earth Mineral and Mineral Sands
Section 5 and
Project (Goschen Project) which is located primarily in Retention
Schedule 1 of
Licence 6806 (Area 1 and 3). The Company is focused on engineering
the Solicitor's
development, exploration, environmental and metallurgical
Tenement
assessments within this project. These assessments will be used
Report
to refine plans for the proposed operations within the Goschen
(Annexure C),
Project area, including the proposed location of mine pits, support
and the ITAR
infrastructure, processing facilities and site rehabilitation.
(Annexure F)
The Company intends to adopt a phased development approach,
with Phase 1 to initially produce zircon/titania heavy mineral
concentrate (HMC) and rare earth mineral concentrate (REMC)
products. The Company will progress further engineering studies
for Phase 1 development. The Company also has future plans for a
Hydromet Circuit (Phase 1A), which will offer additional processing
of the REMC to a mixed rare earth carbonate (MREC). The IPO Offer
will however provide funds to advance testwork on the Hydromet
Circuit, partially toward achieving that goal. The Company’s ability
to deliver the Proposed Operation is subject to a number of hurdles
detailed in Section 2.9.
The Company also has two early-stage upstream projects, being the
Cannie and Nowie Projects (further detailed in Sections 2.15 to 2.16)
and has recently completed the VPM Demerger.
What is the VPM A number of the Company’s tenements were prospective for gold. Sections 2.2
Demerger? A new wholly owned subsidiary (VP Minerals Limited or ‘VPM’) was and 7.2
established to take a transfer of these assets under the Demerger
Asset Sale Agreement. Following the asset transfer (which received
Ministerial approval in July 2022) the Company made an in-specie
distribution of all Shares in VPM, to the Company’s Shareholders
(Demerger Distribution) which completed in August 2022.

VHM Limited | Prospectus xii

 Topic Summary More
information
What is the The Company’s Demerger Assets are now owned by VP Minerals Sections 2.2,
impact of the (VPM), with the consideration provided by VPM being VPM Shares 7.2 and 7.3
VPM Demerger? issued to the Company.
The Demerger Distribution involved those VPM Shares being
‘distributed’ to the Company’s Shareholders (as at the Demerger
Record Date of 16 June 2022) resulting in both VPM (and therefore
also the Demerger Assets) ceasing to form part of the Group.
Further detailed information on the financial and taxation effects
on the Company and the pre-IPO Shareholders was included in the
meeting materials distributed in connection with the May 2022 EGM,
at which VHM Shareholders approved the VPM Demerger.
For clarity, any Shares received under the IPO Offer will not carry
any eligibility to participate in the Demerger Distribution, given it has
already completed.
The Company’s Noteholders were also granted options over
ordinary Shares in VPM to compensate those Noteholders for the
effect of the VPM Demerger.
The Company continues to support VPM in a financial and technical
sense through a loan facility available to VPM to fund working capital
(including to fund tenement commitments until such time as VPM
conducts its own capital raising) and a services agreement under
which the Company provides technical, finance, administrative and
support services to VPM on a cost plus 10% basis.
Is the IPO Offer No. The VPM Demerger has already completed. Sections 1.4,
and Admission 2.2 and 7.3
conditional on the
VPM Demerger
having first
completed?
What is the Following completion of the Offer under this Prospectus and the Section 1.6
proposed capital issue of securities, the proposed capital structure of the Company
structure of the will be as set out in Section 1.6.
Company?

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What is the The Company proposes to use the funds raised from the IPO Offer Section 1.7 and
proposed use to fund the Company through to the making of a Final Investment Section 2.7(b)
of funds raised Decision (FID) to proceed with the Goschen Project (Phase 1).
under the Offer? Refer to Section 2.7(b) for a detailed explanation of the staged
development plan, comprising Phases 1, 1A and 2.
Specifically, the funds will enable the advancement of the following,
up to the point of FID:
• Continue study and test work programs in the form of FEED for
Phase 1
• Completion of the Minister’s recommendation for the
Environment Effects Statement (EES) for the Proposed Operation
in H2 2023;
• Targeting receipt of approval of mine Work Plan and secondary
consents for the Proposed Operation in H1 2024;
• Continued exploration within the Goschen Project area to
expand and further prove up additional Mineral Resources;
• Continued exploration of the Cannie and Nowie ore bodies, to
generate Indicated Mineral Resource estimates for the purpose
of securing Retention Licences;
• Offtake agreement for the Goschen Project: finalising the
definitive offtake agreement with Shenghe and securing one or
more additional offtake partners;
• Land and Tenements: Meet obligations to maintain tenements in
good standing;
• Continued development of the Hydromet Circuit Phase 1A via
testwork programs. Further funding will be required to complete
further testwork programs and engineering studies needed to
advance Phase 1A.
How did the Funds raised from the Pre-IPO Offer have been committed toward: Section 1.8
Company spend
• Project study development of the Goschen Project (including
or commit the
Hydromet Circuit and MSP), and a FEED study phase;
Pre-IPO funds?
• Further analysis of the Hydromet Circuit to refine costs and
operational parameters;
• Acquisition of bulk product samples for design testing and
marketing purposes; and
• Regulatory approvals and permitting.
Cash on hand, as at 1 October 2022 was approximately $11.1 million.

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What is the Following Admission, the Company aims to finalise development Sections 2.1
Company’s plans for the Proposed Operation with first production from Phase to 2.4 and
strategy and 1 targeted in H1 2025. The Company is also assessing the optional Sections 2.7
aims? addition of the Hydromet Circuit (Phase 1A), with targeted delivery to 2.10
in 2026.
See also
As at the date of this Prospectus, each of the above aims is an Sections 2.14
aspirational statement. The Company does not yet have reasonable to 2.16
grounds to believe each of the aims can be achieved or achieved
within the proposed timeframe.
There are still a number of hurdles that must be addressed before
these aspirations can be realised, including the final stage of studies
to support FID (to be funded by this IPO Offer) and securing additional
sufficient finance for delivery of the Goschen Project. Refer to Section
2.9 for a detailed overview of the key hurdles, and to Section 2.10 for
details of the further significant funding required.
The Company will also continue to explore for rare earth minerals
(REM), zircon, titania, and gold within its existing tenements.
Financial position
What is the The Company was registered on 31 July 2014. Given the Company’s Section 5
Company’s history as a mineral exploration company, it has not earned any and ILAR
financial position? revenue from its activities to date. (Annexure D)
An Independent Limited Assurance Report is included in Annexure D
and financial information about the Company is included at Section 5.
The Board is satisfied that upon completion of the IPO Offer, the
Company will have adequate working capital to meet its stated
objectives (being to fund the Company through to a Final Investment
Decision to proceed with the development of the Goschen Project.
Historical The table below presents the summarised audited historical statutory statement of
statutory profit or loss and other comprehensive income for FY20, FY21 and FY22. Further
statement of discussion regarding the summarised historical statutory statement of profit or loss and
profit or loss other comprehensive income are outlined in Section 5.
and other
comprehensive FY20 FY21 FY22
income $’000 Audited Audited Audited

Total operating expenses (6,172) (5,333) (6,599)

EBITDA (6,172) (5,333) (6,599)
EBIT (6,340) (5,487) (6,725)
NLBT (7,250) (6,590) (9,150)
NLAT (7,250) (6,590) (9,150)

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Historical The table below sets out the summarised audited historical statutory and unaudited
statutory and pro pro forma statement of financial position as at 30 June 2022. Details of the pro forma
forma statement statement of financial position, including the subsequent events and pro forma
of financial adjustments are outlined in Section 5.
position
As at 30 June 2022 VHM Minimum Oversubscription
$’000 Audited Pro forma Pro forma
Current assets 25,305 38,372 47,854
Non current assets 37,955 40,426 40,426
Total assets 63,260 78,798 88,280
Current liabilities 5,427 7,499 7,499
Non current liabilities 40,489 6,416 6,416
Total liabilities 45,916 13,915 13,915
Net assets 17,344 64,883 74,365

Historical The table below sets out the summarised audited historical statutory statement of cash
statutory flows for FY20, FY21 and FY22. Further discussion regarding the summarised historical
statement of statement of cash flows is set out in Section 5.
cash flows
FY20 FY21 FY22
$’000 Audited Audited Audited
Net operating cash outflows (3,711) (4,343) (3,989)
Net investing cash outflows (3,083) (2,137) (10,399)
Net financing cash inflows 4,753 17,022 27,879
Net change in cash and cash
equivalents held (2,041) 10,542 13,491
Cash and cash equivalents at the
beginning of the financial period 2,374 333 10,875
Cash and cash equivalents at the
end of the financial period 333 10,875 24,366

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Key strengths and investment highlights
Phased The Company will implement a phased approach to the development Section 2.7
development of its Goschen Project, initially targeting a nameplate processing rate
approach of 5Mtpa through the mining unit plant.
Phase 1 is the ‘Base Project’ consisting of a mining unit plant
(MUP), feed preparation plant (FPP), wet concentrator plant (WCP),
and rare earth mineral (REM) flotation circuit (all defined to DFS
level). The product suite will consist of zircon/titania heavy mineral
concentrate (HMC) and REMC products.
Phase 1A consists of the inclusion of a Hydromet Circuit downstream
of the Phase 1 REM flotation circuit, currently expected to come online
approximately 18 months after Phase 1 first production. This further
processing will produce a mixed rare earth carbonate product (MREC).
The Hydromet Circuit (Phase 1A) was decoupled from the Base Project
(Phase 1) given that work in connection with the Hydromet Circuit is
at a level of maturity equivalent to an advanced scoping study, rather
than DFS level.
Globally • Goschen has a substantial, rare earth deposit of 413,107 tonnes Sections 2.3,
significant Tier of total rare earth oxides (TREO), with an accompanying Tier 1 2.6 and 2.14
1 rare earth and mineral sands resource (629Mt Mineral Resource, comprising
See also
mineral sands measured, indicated, and inferred resources).
Section 8,
project • The current Proved and Probable Ore Reserve is 198.7Mt. 13 and 14
The DFS prioritised 98Mt which is sufficient to supports a of the ITAR
>20 year life of mine (LOM) Plan. (Annexure F)
• Scalability of the Goschen Project is underpinned by a
significant Mineral Resource inventory with further resource
expansion potential.
Advanced • Unique and diverse rare earth and mineral sands product mix. Sections 2.3,
plant design • Composition of mineral in fully liberated sand allows for low cost 2.6, 2.7 and 3
and unique processing (no crushing or blasting required). See also
commodity mix
• Well understood proven industry standard processing technology. Sections 7 and
• Testwork programs indicate the rare earth and mineral sands plant 8 of the ITAR
will produce high quality, low impurity concentrates. (Annexure F)
• Current modelling indicates that 67% of proposed revenue
expected to be generated from the LOM Plan would be
derived from the production of a rare earth mineral concentrate
(REMC). Subject to the implementation of the Hydromet Circuit
(in Phase 1A) leading to the production of mixed rare earth
carbonate (MREC), the contribution to aggregate revenue
(based on current modelling) from rare earth based products are
anticipated to increase to 80% of total revenue.

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Strategic asset • Granted “Major Project Status” by the Australian Government Section 2.3
in a stable given its national significance. This is a key step to securing and 2.6
established government funding and approvals support.
mining jurisdiction • Located in a premier mining jurisdiction with existing
infrastructure, a skilled workforce and strong local, State and
Federal Government support.
Clear pathway to Subject to FID and the project development pathway disclosed in Sections 2.4,
production Sections 2.4 and 2.9 (including final approvals, securing an offtake 2.7, 2.9 and
partner and further project funding): 2.10
• Goschen DFS completed in March 2022;
• Requisite FEED studies advancing to complete plans for the
Goschen Project to support FID;
• FID (Phase 1) on the Goschen Project is expected in H2 2023
and targeted production in H1 2025;
• All major environmental and social impact assessments for the
approvals process are well advanced.;
• Testwork program to enable the continued assessment of the
design of the Hydromet Circuit.
First offtake • Executed and legally binding offtake MOU signed for the Section 7.1
partner secured sale of REMC and HMC representing greater than 50% of
nameplate production for an initial three year term (subject to
usual conditions in relation to project delivery, funding, and final
transaction documents).
Experienced • Experienced Board and Executive Management team previously Section 6.1
Board and involved in delivering some of Australia’s most successful to 6.4 and
Executive resource projects. Section 7.9
Management • Supported by Tier 1 consultants engaged to conduct rigorous
team and project studies.
Consultants

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Hurdles to delivering Goschen Project
What are the There are a number of hurdles to be addressed in order for the Section 2.9
key hurdles to Company to deliver Phase 1 of the Goschen Project, the most
delivering the material of which are:
Goschen Project?
• Obtaining all required environmental and development
approvals, including the grant of a mining lease;
• Completion of detailed engineering and design for the Proposed
Operation and associated infrastructure with outcomes sufficient
to support FID;
• Securing further funding (both debt and additional equity) to
advance the Goschen Project (after FID); and
• Securing one or more additional offtake partners, with
offtake already committed for greater than 50% of nameplate
production.
This is a summary only. Further detailed disclosures are outlined in
Section 2.4 and 2.9.
How much Subject to the outcome of FEED and detailed design, the Board Section 2.10
additional anticipates that in addition to the funds raised under the IPO Offer,
project funding is a further mid-point estimate of $445 million will be required to
required? deliver the Goschen Project. This includes Capex with a mid-point
estimate of $360 million, (adjusted for inflation) and an additional
$85 million for ancillary costs (including, corporate operating costs,
land purchases, pre-production mining operations, and engineering
studies for subsequent phases), and indexation/inflation provisions
for capital costs.
The Capex estimate is predominantly derived from components
estimated at DFS level of accuracy (being ±15%). Based on
preliminary discussions with a number of potential financiers,
it is expected that indicatively, financing is likely to comprise debt
financing in the vicinity of $300 million (plus capacity for letters
of credit for environmental bonds) and further equity financing of
approximately $145 million.
This does not include any additional funding for implementation of
the Phase 1A Hydromet Circuit which was only partially encapsulated
within the Goschen DFS.
Preliminary estimates for additional Capex needed to fund Phase
1A is expected to be in the range of $115–$125 million, which will be
further assessed following finalisation of pilot plant testwork program
and engineering studies for Phase 1A. Investors should review the
further detailed disclosure in Section 2.10 for a high-level overview of
the anticipated impacts of this further financing.

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Summary of key risks
Prospective investors should be aware that subscribing for Securities in the Company involves risks.
The risk factors outlined in Section 4, and other general risks applicable to all investments in listed
securities, may affect the value of the Securities in the future. Accordingly, an investment in the Company
should be considered highly speculative. This section summarises the key risks associated with investment
in the Company. Investors should refer to Section 4 for a more detailed summary of the risks.
Limited history The Company was incorporated in July 2014. It has limited Section 4.1(a)
operational and financial history from which to evaluate its business
and prospects. No assurance can be given that the Company will
achieve commercial viability through the successful exploration on,
or mining development of, its projects. Until the Company is able to
realise value from its projects, it is likely to incur operational losses.
Conditionality of The obligation of the Company to issue the Securities under the Section 4.1(b)
IPO Offer IPO Offer is conditional on ASX granting approval for Admission to
the Official List. If this condition is not satisfied, the Company will
not proceed with the IPO Offer. This would have a material adverse
effect on the Company’s financial position.
Future capital The Company has no operating revenue and is unlikely to generate Sections 4.1(c)
requirements any operating revenue unless and until the Proposed Operation is and 2.10
successfully developed and Phase 1 production commences.
The Company will require ongoing funding to meet its objectives of
developing and operating the Proposed Operation and subsequent
phases of the Hydromet Circuit (Phase 1A), MSP (Phase 2) and, if it
chooses to proceed, the AREM Refinery and to settle on the purchase
of land which the Company has contracted to buy. Section 2.10 details
the further debt and equity financing which the Company expects it
will require to achieve these aims. There can be no certainty that the
Company can raise the necessary funds.
Any equity financing will be dilutive to Shareholders and may
be undertaken at lower prices than the then market price. Debt
financing, if available, may involve restrictive covenants which limit
the Company’s operations and business strategy. Although the
Directors believe additional capital can be obtained, no assurances
can be made that appropriate capital or funding, if and when needed,
will be available on terms favourable to the Company or at all.

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Potential for The IPO Offer, if successful will result in the Company's Shares Section 4.1(d)
dilution increasing from 139,781,273 to 189,665,841 (assuming the Minimum
Subscription is raised). This includes the impact of conversion of
the Convertible Notes and represents an increase of approximately
35.69%. If existing Shareholders do not participate in the IPO Offer
(and even if they do), their holdings may be considerably diluted as
compared to their holdings and number of Shares on issue as at the
date of this Prospectus.
Further, additional equity funding required to deliver the Proposed
Operation may also be dilutive.
Permitting Risk The Company’s ability to proceed with the Proposed Operation is Section 4.1(e)
– Proposed dependent upon its ability to secure all necessary approvals, permits
Operation and licences. The most material approvals yet to be obtained include
securing a mining lease, obtaining all necessary environmental
approvals, planning approvals and works licences.
Whilst the environmental and social impact assessments are already
well advanced, there is a risk that regulators may not consider
their requirements to have been met. This could result in additional
monitoring, assessments, costs, and delay to the Company’s
proposed development schedule.
There is also a risk of delays caused by community unrest, or due to
a recent change in Federal government, or at State level following
the Victorian State election scheduled for November 2022.
To the extent that required authorisations are not obtained or are
delayed, the Company’s operational and financial performance may
be materially adversely affected.
Final Investment The Company is yet to make the Final Investment Decision (FID) Sections 4.1(f),
Decision (FID) to proceed with the Goschen Project. Whilst the Goschen DFS 1.9, 2.7 and 2.9
pending has been completed, several other factors need to be adequately
addressed before the economic viability of the Goschen Project can
be confirmed. Until these matters are addressed, it would not be
prudent for the Board to commit the Company to proceeding with
these projects.
LOM Plan The LOM Plan discussed in Section 2.7(c) is currently based on a Sections 4.1(g),
number of assumptions which still need to be fully evaluated. As the 2.7(c) and 2.7(d)
Company moves through its further assessment and preparatory
See also
work in relation to the Proposed Operation, there is a risk that key
Sections 7 to 13
assumptions on which the LOM Plan is based may prove to be
and 15 of ITAR
untrue or require adjustment. This could result in material changes
(Annexure F)
to expected Capex or Opex, financing costs, commodity prices and
other factors, which could significantly change the expected financial
outcomes or potentially jeopardise the economic viability of the
Goschen Project.

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Offtake Risk The Company has signed a legally binding MOU with Shenghe in Section 4.1(i)
respect of over 50% of its nameplate production, for an initial three
year term. This commitment is however subject to certain conditions
first being met (as described at Section 7.1). There is no guarantee
that these conditions will be met.
Additionally, the Company is yet to secure offtake arrangements
for the balance of its expected production from the Proposed
Operation. The Company's ability to generate sufficient revenue or
to secure debt financing for the Goschen Project is dependent upon
its ability to secure offtake partners for all or most of its production.
There can be no certainty the Company can enter into offtake
contracts covering all of its production, at prices or on terms which
support the economics or funding of the Company’s projects.
Land Acquisition Certain of the Company’s subsidiaries are party to three land Sections 4.1( j)
Risk acquisition contracts for freehold land which is necessary for and 7.5
development of the Goschen Project and to conduct the proposed
mining operations. These subsidiaries currently owe the vendors an
aggregate amount of approximately $13 million under these three
contracts, payable in monthly instalments over five years in the case
of one contract and ten years in the case of the other two contracts.
A fourth land acquisition agreement is expected to be concluded
for additional freehold land within the project area in he next
4 - 6 weeks, with total consideration of approximately $2.7 million,
payable in instalments within six months of signing. The ability to
continue to meet those payments is dependent upon the Company’s
ability to raise further capital, including under the IPO Offer.
If the subsidiaries are unable to make these payments, there is a risk
the contracts will be terminated, and the subsidiaries will not acquire
the land.
There is also a risk that any counterparty could default in the
performance of their obligations. Either of these outcomes could
result in a potential delay to project development and may deny the
Company access to the Ore Reserves located on those properties.
The land acquisition contracts have however been structured such
that they are legally binding on the vendors (and now unconditional),
with long dated settlements. This provides the Company with
the flexibility to determine the timing of acquisition relative to
operational needs. The Company does not intend to settle on these
contracts until required for construction or mining operations.

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Native title risk There may be areas of the Company’s tenements over which Section 4.1(k)
legitimate common law native title rights exist. The grant of mining and Section
authorisations (such as a mining licence in respect of the land 6 of the
covered by a retention licence) typically constitutes a ‘future act’ Solicitor's
(being something done on land / waters, or the authorisation of such Tenement
activities, which would be inconsistent with native title). Report
(Annexure C)
A ‘future act’ can be lawfully undertaken if it is validated pursuant
to certain statutory procedures. If statutory procedures are not
followed, that future act is invalid to the extent of inconsistency with
native title, and compensation may be payable for actions that impair
the exercise of native title rights.
Native title risk also arises in relation to tenements which are yet to
be granted to the Company. This includes any future mining licences
sought in respect of the land covered by RL006806 or any of the
other tenements. This risk can be managed by following appropriate
‘future act’ validation procedures, such as the ‘right to negotiate’
process or entry into an Indigenous Land Use Agreement (ILUA) with
registered native title holders or claimants. Project scheduling must
therefore consider any need to comply with ‘future act’ procedures.
The Company’s tenements currently overlap a native title claim,
native title determination and two ILUAs to varying degrees, outlined
in the Solicitor’s Tenement Report. It is possible the terms and
conditions of any such ILUAs may be unfavourable for, or restrictive
against, the Company.
Land access risk The Tenements overlap with land that is the subject of other rights, Section 4.1(l)
including:
See also
• Parcels of private land; Section 8 of
• Crown Land which is restricted under the Victorian Mining Act; and the Solicitor's
Tenement
• Crown land that falls within the Box-Ironbark region of the state
Report
of Victoria.
(Annexure C)
Any delays or costs relating to conflicting third-party rights, obtaining
necessary consents, or compensation obligations may adversely
affect the Company’s ability to carry out exploration or mining
activities within the affected areas.
Mineral The Company’s present Mineral Resource and Ore Reserve estimates Section 4.1(n)
Resources and are compliant with the JORC Code 2012 and are expressions of
See also
Ore Reserves judgement based on knowledge, experience, and industry practice.
Sections 6,
estimates Having said this, the various statements have been prepared by
13 and 15
differing competent persons, at differing times using differing
of the ITAR
commodity price decks. Estimates which were valid when initially
(Annexure F)
calculated may alter significantly when new information or techniques
become available or when updated commodity price decks are used.
In addition, by their very nature, Mineral Resource and Ore Reserve
estimates are imprecise and depend to some extent on interpretation
which may prove to be inaccurate.

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Hydromet Circuit In May 2022, the Company commenced early process and testwork Section 4.1(o)
(Phase 1A) definition for the Hydromet Circuit, to establish a basis for the further
engineering study. The Hydromet Circuit will further refine the rare
earth mineral concentrate (REMC) produced at the Goschen Project,
into in a mixed rare earth carbonate (MREC) product. This Hydromet
Circuit is proposed to be included within the Phase 1A processing
of the Goschen Project. . Further testwork and engineering work
is required to be undertaken to finalise the plans and inform final
assessment of the Hydromet Circuit, for which further funding will be
required in addition to the IPO Offer proceeds.
Results of studies Subject to the results of exploration and testing programs to be Section 4.1(p)
undertaken, the Company may progressively undertake a number of
See also
studies relating to its projects.
Section 7 and
These studies include the Goschen FEED studies (for Phase 1 required 8 of the ITAR
to reach FID) and (subject to further funds being raised) engineering (Annexure F)
studies on the Hydromet Circuit (for Phase 1A).
Any studies will be completed within parameters designed to
determine the economic feasibility of a project within certain limits.
There can be no guarantee any of the studies will confirm the
economic viability of the projects.
Even if a study confirms the economic viability of a project, there can
be no guarantee the Company can raise the development funding or
the project will be successfully brought into production as assumed or
within the estimated parameters in the Goschen DFS (e.g. operational
costs and commodity prices) once production commences.
Price rises All costing and pricing used by the Company to estimate Capex, Section 4.1(q)
Opex and future funding required to deliver the Proposed Operation
are best estimates based on Goschen DFS data as of March 2022,
and revised pricing for current energy prices where appropriate.
There can be no certainty that costs, and prices will not increase
(including due to inflation in the ordinary course) between now
and the Company making contractual commitments for each of the
relevant Goschen Project inputs.
New Miner and Whilst key members of the Board and executive team have Section 4.1(r)
Execution Risk extensive industry experience in developing and operating mines,
the Company has not previously operated a mine.
The development and delivery of substantial projects such as the
Goschen Project will consume a large amount of management time
and attention and will require the Company to scale up its workforce
over time. It also carries significant risks, including potential delays
or costs in implementing necessary changes, and difficulties in
establishing new operations.

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Operation and If the Company can successfully develop and deliver the Proposed Section 4.1(s)
Cost Risk Operation, it will be subject to a number of additional risks
See also
associated with running mining and processing operations.
Sections 7
The Company’s future success would be dependent upon a to 13 and 15
continuation of production generating operating surpluses to of the ITAR
service debt financing and provide necessary working capital, (Annexure F)
including funding its other planned expenditure and exploration
programs. Whether it can do so will largely depend upon
the efficient and successful operation and exploitation of the
resources and associated business activities and management of
commercial factors.
The mining and exploration activities of the Company may be
affected by a number of factors, relating to:
• geological conditions;
• failure to achieve predicted grades and/or resources in future
project mining and processing of ore;
• operational and technical difficulties encountered in mining and
processing;
• environmental matters;
• insufficient or unreliable infrastructure;
• force majeure events;
• weather patterns;
• equipment failures;
• continued availability of technical equipment, plant, and
appropriately skilled and experienced technicians;
• industrial matters; and
• adverse changes in government policy or legislation; and access
to the required level of funding and unforeseen cost changes
beyond the control of the Company. This can negatively impact
the Company’s activities, thereby affecting its future profitability
and the value of its securities.
There is a risk that unforeseen geological and geotechnical
difficulties could affect production and/or require additional
operating or capital expenditure to rectify problems and thereby
have an adverse effect on the Company’s financial and operational
performance.
Further, until completion of all FEED for Phase 1, and securing
proposals for an EPC contract and other required infrastructure,
the Company's final Capex and Opex estimates will be subject
to adjustment.

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Access to Given the current high levels of activity in the resources industry, Section 4.1(t)
services it may be difficult for the Company to procure access to the
necessary services to undertake exploration and related activities at
its key projects.
These services include access to drill rigs and drilling operators via
the relevant contractors, geologists, and timely access to assay labs
and results therefrom.
Access to Australia’s labour market is currently experiencing a number Section 4.1(u)
personnel and of constraints which may make it difficult to procure sufficient
See also
personnel personnel to operate the Goschen Project. Accommodation
Section 9.1.4
housing opportunities in the towns closest to the project area (Kerang
of the ITAR
and Swan Hill) are also constrained. If adequate accommodation
(Annexure F)
(or transport to site) cannot be sourced, the Company may need
to update its development plans to include the construction of an
on-site accommodation camp which would have a corresponding
impact on both Capex and Opex.
R&D claims As an explorer, the Company has previously claimed material amounts Section 4.1(aa)
of tax offsets relating to its research and development activities.
These claims have been self-assessed based on advice from
specialist advisory firms but are subject to comprehensive criteria
and may be subject to future audit and adjustment or claw-back.
Title risk Interests in all tenements in Victoria are governed by State Section 4.2(a)
legislation and are evidenced by the granting of licenses or leases.
See also the
Each license or lease is for a specific term and carries with it annual
Solicitor’s
expenditure and reporting commitments, as well as other conditions
Tenement
requiring compliance. Consequently, the Company could be
Report
exposed to additional costs, have its ability to explore or mine the
(Annexure C)
Tenements reduced or lose title to or its interest in the Tenements if
license conditions are not met or if insufficient funds are available to
meet expenditure commitments.

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Aboriginal There are Aboriginal heritage objects and/or places within the area Section
heritage risk of the Company’s tenements which are either registered or have 4.2(b) and
been lodged for registration. Section 6 of
the Solicitor's
There is a risk additional Aboriginal objects or places may exist on
Tenement
the land the subject of the tenements, and it is an offence to disturb
Report
or damage such objects or places without a cultural heritage permit
(Annexure C)
or approved cultural heritage management plan.
The existence of such objects may preclude or limit mining activities
in certain areas of the tenements or cause delays in the progression
of the development of a mine.
Exploration and Mineral exploration and development are a high-risk undertaking. Section 4.2(c)
development There can be no assurance that exploration of the projects (or any
risks other exploration properties that may be acquired in the future) will
result in the discovery of an economic resource.
The exploration and development activities of the Company may
be adversely affected by a range of factors including geological
conditions, unanticipated technical and operational difficulties,
seasonal weather patterns, contracting risk from third parties
providing essential services and changing government laws
and regulations.
Metallurgy Metal and/or mineral recoveries are dependent upon the Section 4.2(d)
metallurgical process required to liberate economic minerals and
See also
produce a saleable product and by nature contain elements of
Sections 8 and
significant risk such as:
15 of the ITAR
• identifying a metallurgical process through test work to produce (Annexure F)
a saleable metal and/or concentrate;
• developing an economic process route to produce a metal and/
or concentrate; and
• changes in mineralogy in the ore deposit which can result in
inconsistent metal recovery, affecting the economic viability of
the Goschen Project.
Mineral Resource The Company has already defined a resource at its Goschen Project. Section 4.2(e)
estimate risks It intends to undertake further exploration activities at Goschen
See also
and to develop the ore bodies at its Cannie and Nowie Projects.
Section 6,
However, no assurances can be given that the exploration will
13 and 15
result in the determination of any additional resources. Even if such
of the ITAR
resources are expanded or identified, no assurance can be provided
(Annexure F)
that this can be economically extracted.

xxvii VHM Limited | Prospectus

Topic Summary More
information
Minerals and The Company’s ability to proceed with the development of its Section 4.2(g)
currency price projects, and benefit from any future mining operations will depend on
volatility market factors, some of which may be beyond its control.
The Company’s potential earnings will be largely derived from the
sale of REM and heavy mineral sands (HMS). The prices for HMS and
REM are negotiated prices and so any substantial decline in the prices
of these commodities, or increase in transport or distribution costs,
may have a material adverse effect on the Company and the value of
its Shares.
Commodity prices fluctuate and are affected by factors beyond the
control of the Company. These factors include:
• current and expected future supply and demand;
• forward selling by producers;
• production cost levels in major mineral producing centres; and
• macroeconomic conditions such as inflation and interest rates.
Exchange rate The international prices of most commodities are denominated Section 4.2(h)
risk in United States dollars while the Company’s cost base will be in
Australian dollars. Consequently, changes in the Australian dollar
exchange rate will impact on the earnings of the Company.
Environmental The operations and proposed activities of the Company are Section 4.2( j)
risk subject to State and Federal laws and regulations concerning the and Section 5
environment. and Schedules
1 to 3 of the
As with most exploration projects and mining operations, the
Solicitor's
Company’s activities are expected to impact the environment,
Tenement
particularly if advanced exploration or field development proceeds.
Report
The Company’s tenements are subject to conditions, including (Annexure C)
environmental matters. Such conditions are based on standard
terms setting out the minimum operating requirements which the
licence holder must comply with. It is the Company’s intention to
conduct its activities in compliance with all environmental laws, and
the conditions of its environmental approvals.
The disposal of process tailings, operational waste and mine water
discharge are under constant legislative scrutiny and regulation.
There is a risk that environmental laws and regulations become
more onerous making the Company’s operations more expensive.
Approvals are required for land clearing and for ground disturbing
activities. However, the Company may be unsuccessful in obtaining
an approval, or may obtain an approval on unacceptable conditions
or even with an approval, the Company may be the subject of
accidents or unforeseen circumstances which could subject the
Company to extensive liability.

VHM Limited | Prospectus xxviii

 Topic Summary More
information
Climate change Mining of mineral resources is relatively energy intensive and Section 4.2(m)
risks is dependent on the consumption of fossil fuels. As a mining
See also
development company, the Company is exposed to both transition
Section
risks and physical risks associated with climate change.
7 of ITAR
The climate change risks particularly relevant to the Company (Annexure F)
include:
• transitioning to a lower-carbon economy may entail extensive
policy, legal, technology and market changes. Increased
regulation and government policy designed to mitigate climate
change may adversely affect the Company’s cost of operations
and affect the financial performance of the Company;
• physical risks resulting from climate change can be acute or
chronic. Acute physical risks refer to those which are event-
driven, including increased severity of extreme weather events,
such as cyclones or floods. Chronic physical risks refer to longer
term shifts in climate patterns (for example, sustained higher
temperatures) which may cause sea level rises or chronic heat
waves. The transition and physical risks associated with climate
change (including also regulatory responses to such issues
and associated costs) may significantly affect the Company’s
operating and financial performance; and
• hydrology – current planning is for all mining to be dry mining
to occur above the water table. Changes in climate can affect
rainfall and the water table, which could affect mining methods
and impact costs.
Infectious The outbreak of the coronavirus disease (COVID-19) is continuing Section 4.3(h)
diseases: to affect global economic markets. The global economic outlook
COVID-19 is facing uncertainty due to the pandemic, which has had and may
continue to have a significant impact on capital markets.
The Company’s Share price may be adversely affected by the
economic uncertainty caused by COVID-19. Further measures to limit
the transmission of the virus implemented by governments around
the world (such as travel bans and quarantining) may adversely
impact the Company’s operations and may interrupt/prevent
the Company carrying out its contractual obligations or cause
disruptions to supply chains.

xxix VHM Limited | Prospectus

Topic Summary More
information
General risks The Company is subject to various general risks, including the Section 4.3
following:
(a) economic risk;
(b) market conditions risk;
(c) technology failure;
(d) force majeure risk;
(e) unforeseen expenditure risk; and
(f) changes to law.
Directors, Related Party Interest and Substantial Holders
Who are the The Board of the Company is comprised of: “Corporate
Directors? Directory”
(a) Donald George Runge – Chairman;
and Section 6.1
(b) Graham Roger Howard – Managing Director;
(c) Michael Barry Allen – Executive Director; and
(d) Gamini Malcom Colless – Non-Executive Director.
What benefits are Donald Runge has entered into a non-executive letter of appointment Section 6.6
being paid to the services agreement with the Company. He will receive $130,000 per and Sections
Directors? annum (including statutory superannuation) for services provided to 7.14 to 7.16
the Company as Non-Executive Chairman.
Graham Howard has entered into an executive services agreement
with the Company. He is engaged as a Managing Director of the
Company and entitled to receive $525,000 per annum (including
statutory superannuation).
Michael Allen has entered into an executive director letter of
appointment with the Company. He will receive $375,000 per
annum (including statutory superannuation) for services provided to
the Company as an Executive Director.
Gamini Colless has entered into a non-executive director letter of
appointment with the Company. He will receive $90,000 per annum
(including statutory superannuation) for services provided to the
Company as Non-Executive Director.

VHM Limited | Prospectus xxx

 Topic Summary More
information
What interests do The Directors and their related entities hold the following interests in Section 6.5
Directors have in Securities in the Company as at the date of this Prospectus and will
the securities of have the following interests in Securities on Admission:
the Company?
Convertible
Director Shares Options Notes
Donald Runge 4,498,287 500,000 Nil
Graham Howard 4,515,515 2,156,230 Nil
Michael Allen 736,000 1,519,102 Nil
Gamini Colless 918,831 500,000 Nil

As at the date of this Prospectus, none of the Directors currently

intend to participate in the IPO Offer.
See Section 6.6 for further details of the Directors’ Security holdings.
What important The Company has entered into the following related party Section 6.8
contracts with transactions on arms’ length terms:
related parties is
• letters of appointment with each of its Directors on standard
the Company a
terms (refer to Section 7.12 for details);
party to?
• deeds of indemnity, insurance, and access with each of its
Directors on standard terms (refer to Section 7.16 for details).
The Company has no other related party transactions.
Who will be Shareholders (and their associates) holding an interest in 5% or more Section 8.5
the substantial of the Shares on issue as at the date of this Prospectus are outlined
holders of the in the table below.
Company?
Name Shares %
Ellison (WA) Pty Ltd (Ellison) 14,392,724 10.30
Ellison also holds Convertible Notes. When converted, and
assuming that Ellison does not subscribe for any additional Shares
under the IPO Offer his interest will be as set out below (based on
the Minimum Subscription amount being raised). The Company is
not presently aware of any other party who will hold 5% or more
of the Shares on Admission, however, will update the market in
due course.

Name Shares %
Ellison1 18,007,539 9.49
1. Should Ellison choose to participate in the IPO Offer to the extent necessary to
prevent dilution, this amount will increase to 19,529,239 (10.30%).

xxxi VHM Limited | Prospectus

Topic Summary More
information
What fees are The Company will pay the Lead Manager (or its nominees) a Sections 1.10,
payable to the management fee of 5.0% of the gross amount raised under the IPO 7.11, 7.13 and 8.9
Lead Manager? Offer (Gross Proceeds).
The Company estimates total fees net of GST (cash ) payable to
the Lead Manager are likely to be approximately $1,000,000 if the
Minimum Subscription is raised and up to $1,500,000 if the full
oversubscription amount of $10 million is raised.
Any fees payable to the Co-Manager are payable by the Lead
Manager, and not by the Company.
What are the The Lead Manager (and its respective associates) do not have a Sections 1.4,
interests of the relevant interest in any Securities as at the date of this Prospectus. 1.10(b) and 8.2
Lead Manager in The Lead Manager is not entitled to receive any securities in respect
the Securities of of the Offer as compensation for its services.
the Company?
Based on the information available to the Company as at the date
of the Prospectus regarding the intentions of the Lead Manager and
its associates in relation to the Offer and assuming neither the Lead
Manager nor its associates take up Shares under the Offer, the Lead
Manager and its associates will not hold a relevant interest in any
Securities at Admission.
What is the Offer?
What is the The IPO Offer is for an initial public offering of up to 14,814,815 Section 1.1
IPO Offer? Shares to be issued at a price of $1.35 per Share to raise
$20,000,000 (before costs).
The IPO Offer will be comprised of the Broker Offer, the Institutional
Offer, the Priority Offer and the Public Offer.
Is the Offer No Section 1.20
underwritten?
What is the Offer $1.35 per Share. Section 1.1(a)
Price?
Is there a cooling No. Cooling-off rights do not apply to an investment in Shares See “Important
off period? pursuant to this IPO Offer. This means that, in most circumstances, Information”
you cannot withdraw your application once it has been accepted. Section at
page ii

VHM Limited | Prospectus xxxii

 Topic Summary More
information
What is the The Company presently has a number of Convertible Notes on Section 1.2
Convertible Note issue, including the 2021 Notes and the 2022 Notes (having the
Offer? terms further described in Section 7.10).
Upon receipt of the Conditional Admission Letter from ASX, the
Company has the right to convert each of the Convertible Notes
into Shares upon Admission, with conversion to occur at discounts
of between 20% and 25% to the Offer Price (being $1.35 per Share
respectively).
Accordingly, the Company expects to issue a further 35,069,753
Shares upon conversion of the Convertible Notes.
If the Company's Admission occurs after 31 December 2022, the
number of Shares issued on the conversion of the Convertible
Notes will increase to 37,551,587 Shares (with the 2022 Notes and a
majority of the 2021 Notes instead converting at a 30% discount to
the Offer Price).
The Convertible Note Offer is being made under this Prospectus to
remove the need for an additional disclosure document to be issued
upon the sale or transfer of any Shares that are issued under the
Convertible Note Offer. The Convertible Note Offer is made to each
holder of the Convertible Notes.
Will the Shares The Company will apply to the ASX for admission to the Official List “Corporate
be quoted? and quotation of Shares on the ASX (expected to be under the code Directory” and
"VHM") within seven days of the date of this Prospectus. No other Section 1.14
securities will be quoted at Admission.
What is the The purpose of the Offer is to: Section 1.7
purpose of the
(a) raise $20 million (before costs) pursuant to the IPO Offer;
Offer?
(b) assist the Company to meet the requirements of ASX and satisfy
Chapters 1 and 2 of the Listing Rules, as part of the Company’s
application for admission to the Official List; and
(c) position the Company to achieve the objectives detailed
in Section 2, specifically to fund the Company through to
making the Final Investment Decision to proceed with the
Goschen Project.
What are the The Offer under this Prospectus is conditional upon the Company Section 1.4
conditions of raising at least $20 million (before costs) (Minimum Subscription)
the Offer? under the IPO Offer and ASX providing a list of conditions which,
once satisfied, will result in ASX admitting the Company to the
Official List.
If these conditions are not satisfied, then the Offer will not proceed,
and the Company will repay all Application Monies received under
the IPO Offer in accordance with the Corporations Act.

xxxiii VHM Limited | Prospectus

 Topic Summary More
information
Who can The Priority Offer consists of an allocation of no more than Section 1.1(b)(ii)
participate in the 1,481,481 Shares to raise $2 million (before costs). and 1.18
Priority Offer?
It is open to selected retail investors in Australia and Institutional
Investors in the Permitted Jurisdictions (as set out in and subject to
the restrictions listed in Section 1.18) who have received an invitation
to participate in the Priority Offer.
Who can The Broker Offer is the offer of Shares under this Prospectus to Section 1.1(b)(i)
participate in the Australian retail clients of participating brokers that have a registered
Broker Offer? address in Australia. You may only participate if you have received
an invitation from a participating broker to acquire Shares under this
Prospectus.
Who can Only Institutional Investors in the Permitted Jurisdictions may Section 1.1(b)(iii)
participate in the participate.
Institutional Offer?
Who can Members of the general public, provided they are residents of Section 1.1(b)(iv)
participate in the Australia with registered addresses in Australia.
Public Offer?
Are there Yes, there are compulsory escrow arrangements under the ASX Section 1.19
any escrow Listing Rules.
arrangements?
While the ASX has not yet confirmed the final escrow position
applicable, if the amount of $20,000,000 is raised and the
Company's is granted Admission to the Official List, the Company
expects approximately:
47.92 million Shares and 4.7 million Options (being all Options to be
held by Directors) to be subject to 24 months escrow post listing; and
8.35 million Shares and 2.32 million ZEPOs to be subject to
12 months escrow from their date of issue.
Restricted shares are therefore expected to comprise approximately
29.7% of the issued share capital on Admission on an undiluted basis,
and approximately 28%2 on a fully diluted basis (assuming all Options
(including escrowed Options) are issued and exercised and that no
other Shares are issued).
Additionally, as at the date of this Prospectus, 24.94 million Shares
will be subject to voluntary escrow for six months post listing, and
31.18 million Shares will be subject to voluntary escrow for 12 months
post listing.
What is the An indicative timetable for the Offer is outlined on page viii of this “Indicative
Offer period? Prospectus. The proposed Opening Date is 6 December 2022 and Timetable”
proposed Closing Date is expected to be 16 December 2022. Section at
page x

2. Noting that this figure has been determined on the basis that 4,675,332 Director Options on issue will be subject to escrow for a period
of 24 months from the date of Quotation and 2,317,475 ZEPOs on issue will be subject to escrow for a period of 12 months from their
date of issue, and accordingly resulting Shares would not be freely tradeable upon exercise by the relevant holders.

VHM Limited | Prospectus xxxiv

Topic Summary More
information
Additional information
Will the Company The Board believes the funds raised from the IPO Offer will provide Sections 1.7, 1.9
be adequately the Company with sufficient working capital to fund the Company and 2.10
funded after through to making its Final Investment Decision (FID), regarding
completion of the whether to proceed with the Goschen Project. FID is currently
IPO Offer? scheduled to take place in H2 2023.
In the event the Company makes a positive FID to develop the
Goschen Project, the funds raised from the IPO Offer will not be
sufficient to enable the Company to deliver the Project.
The Company estimates further funding in the vicinity of $445 million
is likely to be required for Phase 1 only, with preliminary estimates of
additional funding in the range of $115-$125 million required for Phase
1A. Further details regarding the proposed debt/equity mix and likely
impact on the Company and Shareholders is outlined in Section 2.10.
What rights and All Shares issued under the IPO Offer will rank equally in all respects Sections 8.1,
liabilities attach with existing Shares on issue. The rights and liabilities attaching to 8.2 and 8.3
to the Securities the Shares are described in Section 8.1.
on issue?
The terms and conditions of the Options are primarily outlined in
Section 8.2, with additional terms applicable to the Company’s
existing Incentive Option Plan being in Section 8.3.
Who is eligible to The Offer is open to all investors with a registered address in Australia, Section 1.18
participate in the and to certain Institutional Investors in the Permitted Jurisdictions
IPO Offer? (as outlined in and subject to the restrictions listed in Section 1.18).

xxxv VHM Limited | Prospectus

Topic Summary More
information
How do I apply Broker Offer Applicants Section 1.12
for Shares under Broker Offer Applicants may apply for Shares by completing a valid
the IPO Offer? Broker Offer Application Form attached to or accompanying this
Prospectus and following the instructions of their broker who invited
them to participate in the Broker Offer.
Priority Offer Applicants
Applicants under the Priority Offer must submit a Priority Offer
Application Form accompanying this Prospectus on or before the
Closing Date or must apply on-line in accordance with the instructions
provided in their Priority Offer invitation made under this Prospectus.
Institutional Offer Applicants
The Lead Manager will separately advise Institutional Investors of the
application procedure under the Institutional Offer.
Public Offer
Applicants under the Public Offer must submit a Public Offer
Application Form accompanying this Prospectus on or before the
Closing Date.
Any Applications received under the Broker Offer, Priority Offer or the
Institutional Offer are irrevocable and may not be varied or withdrawn
except as required by law or at the sole discretion of the Company.
What is the The minimum Application size under the Broker Offer and Priority Section 1.12
minimum Offer is $2,000 worth of Shares in aggregate.
Application size?

VHM Limited | Prospectus xxxvi

 Topic Summary More
information
What is the The Lead Manager in consultation with the Company will allocate Section 1.16
allocation policy? Shares under the IPO Offer at their sole discretion with a view to
ensuring an appropriate and optimal Shareholder base for the
Company going forward (subject to any regulatory requirements).
In making allocations, consideration will be given to the interest from
existing Shareholders, strategic mining industry investors and the
introduction of new investors.
Specifically, the allocation of Shares between the Broker Offer,
Institutional Offer and Priority Offer will be determined by the Lead
Manager in consultation with the Company having regard to the
allocation policy outlined in Section 1.16.
For the Broker Offer, the Lead Manager and the participating
brokers to the offer will determine how brokers allocate Shares
among their clients. Shares to be allocated to brokers for allocation
to their Australian resident clients will be issued or transferred to
the applicants nominated by those brokers (subject to the right of
the Company and the Lead Manager to reject, aggregate or scale
back applications). It will be a matter for each broker as to how they
allocate Shares among their retail clients, and they (and not the
Company or the Lead Manager) will be responsible for ensuring that
retail clients who have received an allocation from them, receive the
relevant Shares.
Institutional Offer allocations will be determined by the Lead Manager
in consultation with the Company.
For the Priority Offer, the Company in agreement with the
Lead Manager, will determine the allocation of Shares among
Applicants, provided those allocations (in aggregate) do not exceed
1,481,481 Shares.
There is no assurance that any Applicant will be allocated any Shares,
or the number of Shares for which it has applied. The Company and
the Lead Manager reserve the right to reject any Application or to
issue a lesser number of Shares than those applied for. Where the
number of Shares issued is less than the number applied for,
surplus Application Monies will be refunded (without interest) as soon
as reasonably practicable after the relevant Closing Date.
Subject to the satisfaction of the conditions to the Offer outlined in
Section 1.4, Shares under the IPO Offer are expected to be allotted
on the Issue Date. It is the responsibility of Applicants to determine
their allocation prior to trading in the Shares issued under the IPO
Offer. Applicants who sell Securities before they receive their holding
statements do so at their own risk.

xxxvii VHM Limited | Prospectus

Topic Summary More
information
When will It is expected that holding statements will be sent to successful “Indicative
I receive Applicants on or about the week commencing 2 January 2023. Timetable”
confirmation that Section at
my Application page x
has been
successful?
What is the The Company does not expect to pay dividends in the near future Section 5.7
Company’s as its focus will primarily be on exploration of the Projects and future
dividend policy? acquisitions.
How can I find Questions relating to the Offer and the completion of an Application Section 1.28
out more about Form can be directed to the Company Secretary by email at
the Prospectus or ian.hobson@vhmltd.com.au
the Offers?

VHM Limited | Prospectus xxxviii

xxxix VHM Limited | Prospectus
1. Details of Offer

1.1 The Offer (iv) the Public Offer – which is open to the general
public provided they are resident in Australia
(a) General with registered addresses in Australia.
This Prospectus invites investors to apply for
The allocation of Shares between the Institutional
14,814,815 Shares to be issued at a price of $1.35 per
Offer, Broker Offer, Priority Offer and the Public Offer
Share to raise $20 million (before costs) (IPO Offer).
was determined by agreement between the Lead
The Company will also accept oversubscriptions for Manager and the Company. For further information
an additional $10,000,000 (before costs) as further regarding the allocation of Shares, see Section 1.16.
described at Section 1.5.
(c) Purpose of the IPO Offer
The IPO Offer is comprised of the Broker Offer, the
The purpose of this Prospectus is to:
Institutional Offer, the Priority Offer and the Public
Offer. The Shares to be issued pursuant to the IPO (i) raise $20 million pursuant to the IPO Offer
Offer are of the same class and will rank equally with (before associated costs);
the existing Shares on issue. The rights and liabilities
(ii) provide working capital, including to fund
attaching to the Shares are further described in
ongoing land acquisition payments and
Section 8.1.
maintain its tenement package in good
Applications for Shares under the IPO Offer must be standing;
made in accordance with the relevant instructions
(iii) assist the Company to meet the requirements
in Section 1.12, and specifically Section 1.12(b) for the
of ASX and satisfy Chapters 1 and 2 of the
Broker Offer, Section 1.12(c) for the Institutional Offer,
Listing Rules, as part of the Company’s
Section 1.12(d) for the Priority Offer and Section 1.12(e)
application for Admission; and
for the Public Offer. Applications must be received by
the Company on or before the Closing Date. (iv) position the Company to help it achieve the
aspirational aims and immediate objectives
(b) Structure of the IPO Offer detailed in Section 2.4, specifically to fund
The IPO Offer comprises: the Company through to making the Final
Investment Decision to proceed with the Phase
(i) the Broker Offer – which is open to Australian
1 of the Goschen Project.
resident retail clients of participating brokers
that have a registered address in Australia 1.2 Convertible Note Offer
and who receive an invitation from a broker to
The Company presently has a total of 3,553
acquire Shares under this Prospectus and are
Convertible Notes on issue (comprising the 2021
not in the United States;
Notes and the 2022 Notes) with an aggregate
(ii) the Priority Offer – which consists of an face value of $35,530,000. The full terms of the
allocation of no more than 2,614,379 Shares Convertible Notes are summarised in Section 7.10.
to raise $4.5 million (before costs), and is
Upon receipt of the Conditional Admission Letter
open to selected retail investors in Australia
from ASX, the Company has the right to convert
and Institutional Investors in the Permitted
each of the Convertible Notes into Shares, with
Jurisdictions (as set out in and subject to the
conversion of the unrolled 2021 Notes to occur at
restrictions listed in Section 1.18 below) who
a 20% discount to the Offer Price (being $1.08 per
have received an invitation to participate in the
Share) and conversion of the rolled 2021 Notes and
Priority Offer; and
2022 Notes to occur at a 25% discount to the Offer
(iii) the Institutional Offer – which consists of an Price (being $1.0125 per Share) (provided that the
offer to Institutional Investors in the Permitted conversion notice is given by 31 December 2022).
Jurisdictions (as set out in and subject to If receipt of the Conditional Admission Letter is
the restrictions listed in Section 1.18 below), delayed, the discount may increase to up to 30%.
made under this Prospectus; and
Accordingly, the Company expects that it will issue
a further 35,069,753 Shares upon conversion of the
Convertible Notes.

VHM Limited | Prospectus 1

If a conversion notice cannot be given until after 1.4 Conditional Offer and Minimum
31 December 2022 the number of Shares that may
be issued on the conversion of the Convertible
Subscription
Notes (with the 2022 Notes, then being converted The minimum subscription under the IPO Offer is
at a 30% discount to the Offer Price) increases to $20 million (before costs) (Minimum Subscription),
37,551,587 Shares. being 14,814,815 Shares.

Shares issued pursuant to the Convertible Note Offer None of the Securities offered under this
will be of the same class and ranking equally with the Prospectus will be issued if Applications are not
existing Shares on issue. received for the Minimum Subscription. Should
Applications for the Minimum Subscription not
The Convertible Note Offer is being made under be received within four months from the date of
this Prospectus pursuant to Section 708A (11) this Prospectus, the Company will either repay
of the Corporations Act to remove the need for the Application Monies (without interest) to
an additional disclosure document to be issued Applicants or issue a supplementary prospectus
upon the sale or transfer of any resulting Shares or replacement prospectus and allow Applicants
that are issued under the Convertible Note Offer. one month to withdraw their Applications and
The Convertible Note Offer is made to each holder have their Application Monies refunded to them
of the Convertible Notes. (without interest).
An Application Form in relation to the Convertible The Offer under this Prospectus is conditional upon
Note Offer will be issued to each holder the following events occurring:
of Convertible Notes together with a copy
of this Prospectus. (a) the Company raising the Minimum Subscription
of $20 million under the IPO Offer (before
1.3 Lead Manager and Co-Manager costs);
The Company has entered into a mandate with (b) to the extent (if any) required by ASX or the
Canaccord who has agreed to act as sole Lead Listing Rules, each person entering into a
Manager to the IPO Offers on standard commercial Restriction Agreement imposing restrictions on
terms. Refer to Section 7.11 for further information securities as mandated by the Listing Rules;
regarding the Offer Management Agreement entered and
into with the Lead Manager. Reach Markets Pty Ltd
(c) ASX providing the Company with a list of
(Reach) have been appointed by Canaccord as
conditions which, once satisfied, will result in
Co-Manager on the terms described at Section 7.11.
ASX admitting the Company to the Official List.
If these conditions are not satisfied, then the Offer
will not proceed, and the Company will repay all
Application Monies received under the IPO Offer in
accordance with the Corporations Act.

2 VHM Limited | Prospectus

1.5 Oversubscriptions
The Company will accept oversubscriptions for an additional $10,000,000 (before costs). This would result in
additional Shares being issued as follows:

Aggregate Raise Total new Shares Total Shares post-IPO

$25,000,000 (before costs), including 18,518,519 193,369,545
oversubscriptions of $5,000,000
$30,000,000 (before costs), including 22,222,222 197,073,248
oversubscriptions of $10,000,000

1.6 Capital Structure on Admission

On the basis that the Company completes the Offer on the terms in this Prospectus, the Company's capital
structure will be as follows (assuming the Minimum Subscription of $20 million is raised):

%
Securities Shares (fully diluted) Options
Existing securities 139,781,273 69.52 11,045,8111
IPO Offer securities (at $1.35 per Share) 14,814,815 7.37
Convertible Note Offer securities2 35,069,753 17.45 -
Total3 189,665,841 100 11,045,811
Fully diluted 201,071,652 - -

Columns may not add due to rounding

Notes:
1. 10,405,811 of these Existing Options have a nil exercise price and were issued under the Company's existing Incentive Option
Plan. A further 500,000 Options were each issued to directors Don Runge and Gamini Colless, having an exercise price of $1.00
and expiry date of 31 July 2025 and are subject to vesting conditions on the earlier of: (a) FID; (b) a change of control of the
Company; or (c) 31 December 2023. The Company expects that a number of these may be exercised prior to Admission, subject to
escrow arrangements.
2. Refer to Section 1.2 for details of the Convertible Note Offer. Assumes that the Conditional Admission Letter is received from ASX in
time for conversion notices to be issued by 31 December 2022.
3. Assuming no further Shares are issued and none of the above Options are exercised.

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

VHM Limited | Prospectus 3

1.7 Proposed Use of Funds
It is anticipated that the following funds will be available to the Company:

Source of funds Funds available (A$)

Cash on hand as at 1 October 20221 11,100,000
Proceeds from IPO Offer 20,000,000
Total funds available at Admission 31,100,000

The following table shows the intended use of funds in the 12 month period following Admission for the
Minimum Subscription amount of $20 million, and oversubscription scenarios of $25 million and $30 million:

Source and uses of funds A$20M % A$25M % A$30M %

Cash on hand at 1 October 2022 11,100,000 11,100,000 11,100,000
IPO proceeds 20,000,000 25,000,000 30,000,000
Total 31,100,000 36,100,000 41,100,000
Goschen Project 1

– Metallurgical and hydromet circuit 1,400,000 5 3,600,000 10 4,700,000 11

testwork2
– Front end engineering and design3 1,800,000 6 3,500,000 10 5,700,000 14
– Approvals 7,700,000 25 7,700,000 21 7,700,000 19
Land acquisition and community4 11,300,000 36 11,300,000 31 11,300,000 27
Exploration & appraisal 5

– Cannie Project6 800,000 3 1,600,000 4 2,300,000 6

– Nowie Project 7
300,000 1 300,000 1 1,100,000 3
– Licence fees / other exploration 800,000 3 800,000 2 800,000 2
Corporate (net General & Administrative)8 2,200,000 7 2,200,000 6 2,200,000 5
Interest costs and costs of offer9 3,800,000 12 4,100,000 11 4,300,000 10
Working capital and liquidity buffer 10
1,000,000 3 1,000,000 3 1,000,000 2
Total 31,100,000 100% 36,100,000 100% 41,100,000 100%

Notes:
1. See Section 2.6 to 2.7 for further detail on the Goschen Project 6. Expenditure increases under the $25M and $30M scenario
and Proposed Operation. as the Company will undertake a greater drill program in the
2. Expenditure increases under the $25M scenario as the Company Cannie area.
will undertake a full pilot testwork program for the Hydromet 7. Expenditure increases under the $30M scenario as the Company
Circuit. Under the $30M scenario and in addition to the full pilot will undertake drilling activities in the Nowie area.
testwork program the Company will conduct further testwork on 8. See also Section 6.7 for details of the Director's remuneration
characterisation and variability verification. which forms part of this.
3. Expenditure increases under the $25M scenario as the 9. Comprises Costs of the Offer (see Section 8.9) and interest
Company will undertake further process plant studies. Under the payable on the Convertible Notes up to date of conversion.
$30M scenario and in addition to the process plant studies the 10. Working capital includes the general costs associated with
Company will conduct further Non Process Infrastructure studies. the management and operation of the business including
4. Land acquisition payments represent the consideration payable administration expenses, rent and other associated costs.
by the Company under the Land Acquisition Agreements Working capital also includes surplus funds. The Company has
described in Section 7.5. access to additional liquidity of $4 million under a debt facility
5. See Sections 2.14 to 2.16 for further details in relation to the secured via the Company’s anticipated cash reimbursement by
proposed exploration activities. way of a R&D tax offset scheme.
11. A breakdown of the Offer costs is included in Section 8.9.

4 VHM Limited | Prospectus

1.8 Use of Pre-IPO Offer Funds as with any budget, the allocation of funds set out
in the above table may change depending on a
In the period to 30 June 2022, the Company raised
number of factors, including the hurdles set out in
net proceeds of $29.9 million from the issue of
Section 2.9. These hurdles (amongst other things)
convertible notes. These proceeds, together with the
include material project development milestones
cash on hand at 1 January 2022, have been, and are
including key approvals in connection with the
to be, applied to core activities to advance the
Proposed Operation and securing full funding for the
Goschen Project development decision, exploration,
Goschen Project.
and appraisal activities in accordance with licence
work commitments, costs of IPO and convertible Further significant project funding (debt and equity)
note interest payments. will however be required to deliver the Phase 1
Goschen Project post FID currently estimated to be
The core Goschen Project activities in the relevant
approximately $445 million for the Goschen Project
period include:
(as further discussed in Section 2.10). This does not
(a) Completion of the Goschen Project DFS include any additional funding required to deliver
(March 2022); the Phase 1A Hydromet Circuit or the optional
(b) Front end engineering and design (FEED) AREM Refinery.
(ongoing); Preliminary estimates for the Phase 1A Hydromet
(c) Further analysis in respect of the Hydromet Circuit are in the range of $115-$125 million.
Circuit to refine costs and operational This range will be reviewed following finalisation of
parameters (ongoing); pilot plant testwork and engineering studies for the
Hydromet Circuit (which are not fully funded by the
(d) Acquisition of bulk product samples for design IPO Offer).
testing and marketing purposes; and
Market conditions, the development of new
(e) Regulatory approvals and permitting (ongoing). opportunities and/or any number of other factors
Cash on hand at 1 October 2022 was $11.1 million. (including the risk factors outlined in Section 4),
and actual expenditure levels, may also differ
1.9 Funding Through to Final significantly from the above estimates.
Investment Decision The Company’s immediate focus will be on
The Board believes that the funds raised from the advancing approvals, engineering and other work
IPO Offer will provide the Company with sufficient preparatory to making an FID to develop the
working capital to achieve its immediate stated Proposed Operation and commencing Phase 1
objectives, being to fund the Company through to activities and activities sufficient to meet its minimum
its Final Investment Decision (presently scheduled expenditure requirements in respect of it its existing
H2 2023) and otherwise to carry out the further tenements. The Company, as with most entities
exploration and development activities provided for transitioning from explorer to producer, will pursue
in the budgets presented in Section 1.7. and assess other new business opportunities in
the resource sector over time which complement
The Final Investment Decision will result in the its business.
Company’s commitment, which will be conditional
upon receipt of all requisite approvals and Based on the intended use of funds detailed
confirmation of access to sufficient funds, to incur the above, the amounts raised pursuant to the IPO
expenditure and enter into contractual arrangements Offer will provide the Company sufficient funding
necessary to develop the Goschen Project and for approximately 12 months of operation. As the
commence Phase 1. Refer to further detailed Company has no operating revenue, the Company
information in Section 2. will require further financing in the future, including to
reach FID. See Section 4.1(c) for further details about
The use of funds table in Section 1.7 above are the risks associated with the Company's future capital
a statement of current intentions as at the date requirements.
of this Prospectus. Investors should note that,

VHM Limited | Prospectus 5

1.10 Interests of the Lead Manager in 1.11 Forecasts
the Offer The Directors have considered the matters detailed
Canaccord (also referred to in this Prospectus as in ASIC Regulatory Guide 170 and believe that they
the "Lead Manager") has been appointed as lead do not have a reasonable basis to forecast future
manager to the IPO Offer. Canaccord is party to earnings on the basis that the operations of the
the Lead Manager Mandate that is summarised in Company are inherently uncertain. Accordingly,
Section 7.11 and to the Offer Management Agreement any forecast or projection information would
summarised in Section 7.13. contain such a broad range of potential outcomes
and possibilities that it is not possible to prepare a
(a) Fees payable to Lead Manager reliable best estimate forecast or projection.
The Company has or will pay to Canaccord a The Directors consequently believe that, given these
management fee of 5.0% of the gross amount raised inherent uncertainties, it is not possible to include
under the IPO Offer (Gross Proceeds). reliable forecasts in this Prospectus.
An incentive fee of 0.5% of Gross Proceeds may also Refer to Sections 2 for further information in respect
be paid, at the Company's sole discretion. to the Company’s proposed activities.
A withdrawal fee is also payable in certain
circumstances. Refer to Section 7.11 for further terms
1.12 Applications
of the Lead Manager Mandate. (a) General
Applications for Shares under the IPO Offer can
(b) Interests of Lead Manager in Securities
be made using the relevant Application Form
As at the date of this Prospectus, the Lead Manager accompanying this Prospectus or otherwise provided
and its associates do not hold a relevant interest in by the Company. The Application Form must be
any of the Company's existing Securities. completed in accordance with the instructions set
The Lead Manager is not entitled to receive any out on the form.
securities in respect of the Offer as compensation for Applications under the Broker Offer, the Priority
its services. Offer and the Public Offer must be for a minimum of
Based on the information available to the Company 1,482 Shares ($2,000) and then in increments of 371
as at the date of the Prospectus regarding the Shares ($500).
intentions of the Lead Manager and its associates The IPO Offer may be closed at an earlier date and
in relation to the Offer and assuming neither the time at the discretion of the Directors, without prior
Lead Manager nor its associates take up Shares notice. Applicants are therefore encouraged to
under the Offer, the Lead Manager and its associates submit their Application Forms as early as possible.
will not hold a relevant interest in any Securities However, the Company reserves the right to extend
at Admission. the Offers or accept late Applications.
(c) Participation in previous placements by No brokerage, stamp duty or other costs are payable
Lead Manager by Applicants.
The Lead Manager has not participated in any All Application Monies will be paid into a trust account.
placement of Securities by the Company in the
2 years preceding lodgement of this Prospectus,
other than as disclosed in respect of the
Pre-IPO Offer.

6 VHM Limited | Prospectus

An original, completed, and lodged Application (v) declares that the Applicant was given access
Form together with payment for the Application to this Prospectus (or any supplementary
Monies (for applications under the Broker Offer, or replacement prospectus), together with
the Institutional Offer, the Priority Offer and the Public an Application Form. (The Corporations
Offer), constitutes a binding and irrevocable offer to Act prohibits any person from passing an
subscribe for the number of Securities specified in Application Form to another person unless it is
the Application Form. The Application Form does not included in, or accompanied by, a hard copy of
need to be signed to be valid. If the Application Form this Prospectus or the complete and unaltered
is not completed correctly or if the accompanying electronic version of this Prospectus);
payment is for the wrong amount, it may be treated
(vi) authorises the Company and its respective
by the Company as valid. The Directors’ decision as
officers or agents, to do anything on their
to whether to treat such an Application as valid and
behalf necessary for the Shares to be issued
how to construe amend or complete the Application
to them, including to act on instructions of
Form is final.
the Company’s Share Registry upon using the
If your cheque, BPAY® or EFT (Electronic Funds contact details set out in the Application Form;
Transfer) payment for the Application Money is
(vii) acknowledges that the information contained
different to the amount specified in your Application
in, or accompanying, the Prospectus is not
Form then the Company may accept your Application
investment or financial product advice or a
for the amount of Application Money provided.
recommendation that Shares are suitable for
This Prospectus does not constitute an offer in any them given their investment objectives, financial
place outside Australia where, or to any person to situation, or particular needs;
whom, it would not be lawful to make such offer.
(viii) understands that the offer and sale of the
No action has been taken to register or qualify the
Shares has not been, and will not be, registered
Shares or the IPO Offer, or to otherwise permit
under the US Securities Act or the securities
a public offer of the Shares, in any jurisdiction
laws of any state or other jurisdiction of the
outside Australia.
United States and may not be offered or
The return of a completed Application Form with sold in the United States except pursuant to
the requisite Application Monies (if applicable) an exemption from, or in a transaction not
will be taken by the Company to constitute a subject to, the registration requirements of
representation and warranty by the Applicant that the US Securities Act and applicable US state
all relevant approvals have been obtained and that securities laws;
the Applicant:
(ix) is resident or domiciled in Australia or, if outside
(i) agrees to be bound by the terms of the Australia, is an Institutional Investor in other
relevant Offer; Permitted Jurisdictions;
(ii) agrees to be bound by the terms of the (x) is located in Australia at the time of the
Constitution; application and is not acting for the account or
benefit of any person in the United States or
(iii) declares that all details and statements in the
any other foreign person, excluding Applicants
Application Form are complete and accurate;
who are Institutional Investors; and
(iv) declares that, if they are an individual, they
(xi) has not sent and will not send the Prospectus
are over 18 years of age and have full legal
or any other material relating to the IPO Offer
capacity and power to perform all its rights and
to any person in the United States or elsewhere
obligations under the Application Form;
outside Australia.

VHM Limited | Prospectus 7

(b) Broker Offer (e) Public Offer
The Broker Offer is open to investors who are The Public Offer is open to the general public,
Australian retail clients of participating brokers that provided you are a resident of Australia.
have a registered address in Australia and received
To make a valid application under the Public Offer
an invitation from a broker to acquire Shares under
you must use the Public Offer Application Form
this Prospectus. If you are an investor applying
accompanying this Prospectus or otherwise provided
under the Broker Offer, you should complete the
by the Company. The Application Form must be
application procedure advised to you by your broker.
completed in accordance with the instructions set out
Please contact your broker for further instructions.
on the form. Applications under the Priority Offer must
Subject to the allocation policy in Section 1.16 below, be for a minimum of $2,000 worth of Shares and in
an Application may be accepted by the Company in multiples of $500 worth of Shares thereafter.
respect of the full amount, or any lower amount than
that specified in the Application Form, without further (f) Convertible Note Offer
notice to the Applicant. Only the holders of the Convertible Notes may accept
the Convertible Note Offer. Personalised Application
Acceptance of an Application will give rise to a
Forms will be sent to each noteholder together with
binding contract.
a copy of this Prospectus. No monies are payable in
(c) Institutional Offer respect of the Convertible Note Offer.
The Institutional Offer is open to certain Institutional 1.13 CHESS and Issuer Sponsorship
Investors in the Permitted Jurisdictions (in accordance
with the restrictions set out Section 1.18 below) The Company will apply to participate in the Clearing
to apply for Shares under this Prospectus. Application House Electronic Sub-Register System (CHESS).
procedures for Institutional Investors have been, All trading on the ASX will be settled through CHESS.
or will be, advised to the relevant Institutional Investor ASX Settlement, a wholly owned subsidiary of the ASX,
by the Lead Manager. operates CHESS in accordance with the Listing Rules
and the ASX Settlement Operating Rules. On behalf
(d) Applications under the Priority Offer of the Company, the Share Registry will operate an
electronic issuer sponsored sub-register and an
If you have received a personalised invitation to
electronic CHESS sub-register. The two sub-registers
apply for Shares under the Priority Offer and you
together make up the Company’s principal register
wish to apply for all or some of those Shares, you
of securities.
should follow the instructions on your personalised
invitation for how to apply under the Priority Offer. Under CHESS, the Company will not issue certificates
to Shareholders. Rather, holding statements (similar to
You may apply for an amount up to and including
bank statements) will be sent to Shareholders as soon
the amount indicated on your invitation. Applications
as practicable after allotment. Holding statements will
under the Priority Offer must be for a minimum of
be sent either by CHESS (for Shareholders who elect
$2,000 worth of Shares and in multiples of $500
to hold Shares on the CHESS sub-register) or by the
worth of Shares thereafter.
Company’s Share Registry (for Shareholders who elect
To make a valid application under the Priority to hold their Shares on the issuer sponsored sub-
Offer, you must use the Priority Offer Application register). The statements will set out the number of
Form. Early lodgement of your application is existing Shares (where applicable) and the number of
recommended as the Offer may be closed early at new Shares allotted under this Prospectus and provide
the Directors’ discretion. details of a Shareholder’s holder identification number
(for Shareholders who elect to hold Shares on the
CHESS sub-register) or Shareholder reference number
(for Shareholders who elect to hold their Shares on
the issuer sponsored sub-register). Updated holding
statements will also be sent to each Shareholder at the
end of each month in which there is a transaction on
their holding, as required by the Listing Rules.

8 VHM Limited | Prospectus

1.14 ASX Listing and Official resident clients will be issued or transferred to the
applicants nominated by those brokers (subject to
Quotation the right of the Company and the Lead Manager to
Within seven days after the date of this Prospectus, reject, aggregate or scale back applications). It will
the Company will apply to ASX for admission to be a matter for each broker as to how they allocate
the Official List and for the Shares, including those Shares among their retail clients, and they (and not the
offered by this Prospectus, to be granted Official Company or the Lead Manager) will be responsible
Quotation (apart from any Shares that may be for ensuring that retail clients who have received an
designated by ASX as restricted securities). allocation from them, receive the relevant Shares.
If ASX does not grant permission for Official Institutional Offer allocations will be determined by the
Quotation within three months after the date of this Lead Manager in consultation with the Company.
Prospectus (or within such longer period as may be
permitted by ASIC) none of the Securities offered For the Priority Offer, the Company in agreement with
by this Prospectus will be allotted and issued. If no the Lead Manager, will determine the allocation of
allotment and issue is made, all Application Monies Shares among Applicants, provided those allocations
will be refunded to Applicants (without interest) as (in aggregate) do not exceed 1,481,481 Shares.
soon as practicable. Priority Offer Applicants may be eligible to receive a
guaranteed allocation up to and including the amount
ASX takes no responsibility for the contents of indicated on their Priority Offer invitation or such
this Prospectus. The fact that ASX may grant lesser amount for which they applied. Beyond this,
Official Quotation is not to be taken in any way as the allocations under the Priority Offer will be at the
an indication of the merits of the Company or the absolute discretion of the Company in agreement with
Securities offered pursuant to this Prospectus. the Lead Manager.

1.15 Application Monies to be Held The Company and the Lead Manager reserve the right
in Trust in their absolute discretion not to issue any Shares to
Applicants under the Priority Offer and may reject any
Application Monies will be held in trust for Applicants Application or allocate a lesser number of Shares than
until the allotment of the Shares under the IPO those applied for at their absolute discretion.
Offer. Any interest that accrues will be retained by
the Company. There is no assurance that any Applicant will
be allocated any Shares under the IPO Offer,
1.16 Allocation and Issue of Shares or the number of Shares for which it has applied.
The Lead Manager, in conjunction with the Company, The Company and the Lead Manager reserve the right
will allocate Shares at their sole discretion with a to reject any Application or to issue a lesser number
view to ensuring an appropriate Shareholder base of Shares than those applied for under the IPO Offer.
for the Company going forward. Where the number of Shares issued is less than the
number applied for, surplus Application Monies will
Specifically, the allocation of Shares between the be refunded (without interest) as soon as reasonably
Broker Offer, Institutional Offer, Priority Offer and the practicable after the Closing Date.
Public Offer will be determined by the Lead Manager,
in consultation with the Company having regard to Subject to the matters in Section 1.14, Shares under
the allocation policies outlined below. the IPO Offer are expected to be allotted on the Issue
Date. It is the responsibility of Applicants to determine
For the Broker Offer, the Lead Manager and the their allocation prior to trading in the Shares issued
brokers to the offer will determine how brokers under the IPO Offer. Applicants who sell Shares
allocate Shares among their clients. Shares to be before they receive their holding statements do so at
allocated to brokers for allocation to their Australian their own risk.

VHM Limited | Prospectus 9

1.17 Risks Cayman Islands
Prospective investors should be aware that an No offer or invitation to subscribe for Shares may be
investment in the Company should be considered made to the public in the Cayman Islands or from
highly speculative and involves a number of risks within the Cayman Islands.
inherent in the various business segments of the
Canada (British Columbia, Ontario, and
Company. Section 4 details the key risk factors
which prospective investors should be aware of. Quebec provinces)
It is recommended that prospective investors This Prospectus constitutes an offering of Shares
consider these risks carefully before deciding only in the Provinces of British Columbia, Ontario,
whether to invest in the Company. and Quebec (the “Provinces”), only to persons to
whom Shares may be lawfully distributed in the
This Prospectus should be read in its entirety as it Provinces, and only by persons permitted to sell
provides information for prospective investors to such securities. This Prospectus is not a prospectus,
decide whether to invest in the Company. If you an advertisement, or a public offering of securities
have any questions about the desirability of, or in the Provinces. This Prospectus may only be
procedure for, investing in the Company please distributed in the Provinces to persons who are
contact your stockbroker, accountant, or other “accredited investors” within the meaning of National
independent adviser. Instrument 45-106 – Prospectus Exemptions, of the
1.18 Overseas Applicants and Foreign Canadian Securities Administrators.

Offer Restrictions No securities commission or authority in the

Provinces has reviewed or in any way passed upon
This Prospectus does not constitute an offer of this Prospectus, the merits of the Shares or the
Shares of the Company in any jurisdiction in which offering of the Shares and any representation to the
it would be unlawful. In particular, this Prospectus contrary is an offence.
may not be distributed to any person, and the Shares
may not be offered or sold, in any country outside No prospectus has been, or will be, filed in the
Australia except to the extent permitted below. Provinces with respect to the offering of Shares
or the resale of such securities. Any person in the
The distribution of this Prospectus outside Australia Provinces lawfully participating in the offer will not
may be restricted by law and persons who come receive the information, legal rights or protections
into possession of this Prospectus should observe that would be afforded had a prospectus been filed
any such restrictions, including those in the following and receipted by the securities regulator in the
section. Any failure to comply with such restrictions applicable Province. Furthermore, any resale of the
could constitute a violation of applicable securities Shares in the Provinces must be made in accordance
laws. In particular, this Prospectus may only be with applicable Canadian securities laws. While such
distributed in the United States to Institutional resale restrictions generally do not apply to a
Investors by a registered US broker-dealer affiliate first trade in a security of a foreign, non-Canadian
of the Lead Manager and only if this Prospectus is reporting issuer that is made through an exchange or
accompanied by the US Offering Circular. market outside Canada, Canadian purchasers should
seek legal advice prior to any resale of the Shares.
Bermuda
No offer or invitation to subscribe for Shares may The Company as well as its directors and officers may
be made to the public in Bermuda or in any manner be located outside Canada and, as a result, it may
that would constitute engaging in business in or from not be possible for purchasers to effect service of
within Bermuda. In addition, no invitation is being process within Canada upon the Company or its
made to persons resident in Bermuda for exchange directors or officers. All or a substantial portion of the
control purposes to subscribe for Shares. assets of the Company and such persons may be
located outside Canada and, as a result, it may not be
possible to satisfy a judgment against the Company
or such persons in Canada or to enforce a judgment
obtained in Canadian courts against the Company or
such persons outside Canada.

10 VHM Limited | Prospectus

Any financial information contained in this European Union
Prospectus has been prepared in accordance with This Prospectus has not been, and will not be,
Australian Accounting Standards and also comply registered with or approved by any securities
with International Financial Reporting Standards regulator in the European Union. Accordingly, this
and interpretations issued by the International Prospectus may not be made available, nor may
Accounting Standards Board. Unless stated the Shares be offered for sale, in the European
otherwise, all dollar amounts contained in this Union except in circumstances that do not require
Prospectus are in Australian dollars. a prospectus under Article 1(4) of Regulation (EU)
Statutory rights of action for damages 2017/1129 of the European Parliament and the Council
and rescission. Securities legislation in certain of the European Union (the “Prospectus Regulation”).
Provinces may provide a purchaser with remedies for In accordance with Article 1(4) (a) of the Prospectus
rescission or damages if an offering memorandum Regulation, an offer of Shares in the European Union
contains a misrepresentation, provided the remedies is limited to persons who are “qualified investors”
for rescission or damages are exercised by the (as defined in Article 2(e) of the Prospectus
purchaser within the time limit prescribed by the Regulation).
securities legislation of the purchaser’s Province.
A purchaser may refer to any applicable provision of Hong Kong
the securities legislation of the purchaser’s Province WARNING: This Prospectus has not been, and
for particulars of these rights or consult with a will not be, registered as a prospectus under
legal adviser. the Companies (Winding Up and Miscellaneous
Certain Canadian income tax considerations. Provisions) Ordinance (Cap. 32) of Hong Kong, nor
Prospective purchasers of the Shares should consult has it been authorised by the Securities and Futures
their own tax adviser with respect to any taxes Commission in Hong Kong pursuant to the Securities
payable in connection with the acquisition, holding or and Futures Ordinance (Cap. 571) of the Laws of
disposition of the Shares as there are Canadian tax Hong Kong (the “SFO”). Accordingly, this Prospectus
implications for investors in the Provinces. may not be distributed, and the Shares may not
be offered or sold, in Hong Kong other than to
Language of documents in Canada. Upon receipt
“professional investors” (as defined in the SFO and
of this Prospectus, each investor in Canada hereby
any rules made under that ordinance).
confirms that it has expressly requested that all
documents evidencing or relating in any way to the No advertisement, invitation or document relating to
sale of the Shares (including for greater certainty any the Shares has been or will be issued, or has been
purchase confirmation or any notice) be drawn up or will be in the possession of any person for the
in the English language only. Par la réception de ce purpose of issue, in Hong Kong or elsewhere that
document, chaque investisseur canadien confirme is directed at, or the contents of which are likely to
par les présentes qu’il a expressément exigé que be accessed or read by, the public of Hong Kong
tous les documents faisant foi ou se rapportant de (except if permitted to do so under the securities laws
quelque manière que ce soit à la vente des valeurs of Hong Kong) other than with respect to Shares that
mobilières décrites aux présentes (incluant, pour are or are intended to be disposed of only to persons
plus de certitude, toute confirmation d’achat ou tout outside Hong Kong or only to professional investors.
avis) soient rédigés en anglais seulement. No person allotted Shares may sell, or offer to sell,
such securities in circumstances that amount to an
offer to the public in Hong Kong within six months
following the date of issue of such securities.
The contents of this Prospectus have not been
reviewed by any Hong Kong regulatory authority.
You are advised to exercise caution in relation to
the offer. If you are in doubt about any contents of
this Prospectus, you should obtain independent
professional advice.

VHM Limited | Prospectus 11

Japan Norway
The Shares have not been, and will not be, This Prospectus has not been approved by, or
registered under Article 4, paragraph 1 of the registered with, any Norwegian securities regulator
Financial Instruments and Exchange Law of Japan under the Norwegian Securities Trading Act of
(Law No. 25 of 1948), as amended (the “FIEL”) 29 June 2007 no. 75. Accordingly, this Prospectus
pursuant to an exemption from the registration shall not be deemed to constitute an offer to
requirements applicable to a private placement the public in Norway within the meaning of the
of securities to Qualified Institutional Investors Norwegian Securities Trading Act. The Shares
(as defined in and in accordance with Article may not be offered or sold, directly or indirectly,
2, paragraph 3 of the FIEL and the regulations in Norway except to “professional clients” (as defined
promulgated thereunder). Accordingly, the Shares in the Norwegian Securities Trading Act).
may not be offered or sold, directly or indirectly,
in Japan or to, or for the benefit of, any resident of Singapore
Japan other than Qualified Institutional Investors. This document and any other materials relating to
the Shares have not been, and will not be, lodged
Any Qualified Institutional Investor who acquires
or registered as a Prospectus in Singapore with the
Shares may not resell them to any person in
Monetary Authority of Singapore. Accordingly, this
Japan that is not a Qualified Institutional Investor,
Prospectus and any other document or materials
and acquisition by any such person of Shares is
in connection with the offer or sale, or invitation
conditional upon the execution of an agreement to
for subscription or purchase, of Shares, may not
that effect.
be issued, circulated or distributed, nor may the
New Zealand Shares be offered or sold, or be made the subject of
an invitation for subscription or purchase, whether
This Prospectus has not been registered, filed
directly or indirectly, to persons in Singapore except
with, or approved by any New Zealand regulatory
pursuant to and in accordance with exemptions in
authority under the Financial Markets Conduct Act
Subdivision (4) Division 1, Part 13 of the Securities and
2013 (the “FMC Act”).
Futures Act 2001 of Singapore (the “SFA”) or another
The Shares are not being offered or sold in New exemption under the SFA.
Zealand (or allotted with a view to being offered for
This Prospectus has been given to you on the
sale in New Zealand) other than to a person who:
basis that you are an “institutional investor” or an
• is an investment business within the meaning of “accredited investor” (as such terms are defined
clause 37 of Schedule 1 of the FMC Act; in the SFA). If you are not such an investor, please
• meets the investment activity criteria specified in return this Prospectus immediately. You may not
clause 38 of Schedule 1 of the FMC Act; forward or circulate this Prospectus to any other
• is large within the meaning of clause 39 of person in Singapore.
Schedule 1 of the FMC Act; Any offer is not made to you with a view to the
• is a government agency within the meaning of Shares being subsequently offered for sale to
clause 40 of Schedule 1 of the FMC Act; or any other party. There are on-sale restrictions in
• is an eligible investor within the meaning of Singapore that may be applicable to investors who
clause 41 of Schedule 1 of the FMC Act. acquire Shares. As such, investors are advised to
acquaint themselves with the SFA provisions relating
to resale restrictions in Singapore and comply
accordingly.

12 VHM Limited | Prospectus

Switzerland Any invitation or inducement to engage in
The Shares may not be publicly offered in investment activity (within the meaning of Section 21
Switzerland and will not be listed on the SIX Swiss of the FSMA) received in connection with the issue
Exchange or on any other stock exchange or or sale of the Shares has only been communicated
regulated trading facility in Switzerland. Neither or caused to be communicated and will only be
this Prospectus nor any other offering or marketing communicated or caused to be communicated in the
material relating to the Shares constitutes a United Kingdom in circumstances in which Section
prospectus or a similar notice, as such terms are 21(1) of the FSMA does not apply to the Company.
understood under art. 35 of the Swiss Financial In the United Kingdom, this Prospectus is being
Services Act or the listing rules of any stock distributed only to, and is directed at, persons (i) who
exchange or regulated trading facility in Switzerland. have professional experience in matters relating to
No offering or marketing material relating to the investments falling within Article 19(5) (investment
Shares has been, nor will be, filed with or approved professionals) of the Financial Services and Markets
by any Swiss regulatory authority or authorised Act 2000 (Financial Promotions) Order 2005 (“FPO”),
review body. In particular, this Prospectus will (ii) who fall within the categories of persons referred
not be filed with, and the offer of Shares will not to in Article 49(2)(a) to (d) (high net worth companies,
be supervised by, the Swiss Financial Market unincorporated associations, etc.) of the FPO or (iii)
Supervisory Authority (FINMA). to whom it may otherwise be lawfully communicated
(together “relevant persons”). The investment to
Neither this Prospectus nor any other offering or which this Prospectus relates is available only to
marketing material relating to the Shares may be relevant persons. Any person who is not a relevant
publicly distributed or otherwise made publicly person should not act or rely on this Prospectus.
available in Switzerland. The Shares will only be
offered to investors who qualify as “professional United States
clients” (as defined in the Swiss Financial Services This Prospectus does not constitute an offer to
Act). This Prospectus is personal to the recipient and sell, or a solicitation of an offer to buy, securities
not for general circulation in Switzerland. in the United States. The Shares have not been,
and will not be, registered under the US Securities
United Kingdom
Act of 1933 or the securities laws of any state or
Neither this Prospectus nor any other document other jurisdiction of the United States. Accordingly,
relating to the offer has been delivered for approval the Shares may not be offered or sold in the
to the Financial Conduct Authority in the United United States except in transactions exempt from,
Kingdom and no prospectus (within the meaning of or not subject to, the registration requirements
Section 85 of the Financial Services and Markets Act of the US Securities Act and applicable US state
2000, as amended (“FSMA”)) has been published or securities laws.
is intended to be published in respect of the Shares.
The Shares will only be offered and sold in the
The Shares may not be offered or sold in the United United States under the US Offering Circular to:
Kingdom by means of this document or any other
Prospectus, except in circumstances that do not “institutional accredited investors” within the
require the publication of a prospectus under Section meaning of Rule 501(a)(1), (2), (3), (7), (8), (9) and
86(1) of the FSMA. This Prospectus is issued on a (12) under the US Securities Act; and
confidential basis in the United Kingdom to “qualified dealers or other professional fiduciaries
investors” within the meaning of Article 2(e) of the organized or incorporated in the United States
UK Prospectus Regulation. This Prospectus may not that are acting for a discretionary or similar
be distributed or reproduced, in whole or in part, nor account (other than an estate or trust) held
may its contents be disclosed by recipients, to any for the benefit or account of persons that are
other person in the United Kingdom. not US persons and for which they exercise
investment discretion, within the meaning of
Rule 902(k)(2)(i) of Regulation S under the
US Securities Act.

VHM Limited | Prospectus 13

1.19 Escrow Arrangements ASX restricted shares are therefore expected
to comprise approximately 29.7% of the issued
ASX will classify certain existing Securities on issue
share capital on Admission on an undiluted basis,
in the Company (as opposed to those to be issued
and approximately 28%3 on a fully diluted basis
under this Prospectus) as being subject to the
(assuming all Options are issued and exercised
restricted securities provisions of the Listing Rules.
(including escrowed Options) and that no other
Restricted Securities would be required to be held
Shares are issued).
in escrow for up to 24 months and would not be
able to be sold, mortgaged, pledged, assigned, Additionally, as at the date of this Prospectus,
or transferred for that period without the prior 24.93 million Shares will be subject to voluntary
approval of ASX. escrow for six months post listing, and 31.17 million
Shares will be subject to voluntary escrow for
Prior to the Company’s Shares being admitted to
12 months post listing.
quotation on the ASX, the Company will enter into
escrow deeds with the recipients of any restricted The number of securities that are subject to
securities in accordance with Chapter 9 of the Listing ASX imposed escrow are at ASX's discretion in
Rules, and the Company will announce to ASX full accordance with the Listing Rules and underlying
details (quantity and duration) of any Securities policy. The above is a good faith estimate.
required to be held in escrow.
The Company will announce to the ASX full details
During the period in which these Securities are (quantity and duration) of the securities required to
prohibited from being transferred, trading in Shares be held in ASX imposed escrow prior to the Shares
may be less liquid which may impact on the ability commencing trading on ASX.
of a Shareholder to dispose of their Shares in a
timely manner. 1.20 No Underwriting
The IPO Offer is not underwritten.
While the ASX has not yet confirmed the final escrow
position applicable, if the amount of $20,000,000 is
raised and the Company's is granted Admission to
1.21 Lead Manager
the Official List, the Company anticipates that: Canaccord has been appointed as Lead Manager to
the Offer on the terms and conditions summarised in
(a) 47.92 million Shares (after application of the Section 7.11 of this Prospectus.
cash relief formula) will be subject to ASX
imposed escrow for 24 months following the 1.22 Brokerage, Commission and
date of Official Quotation; Stamp Duty
(b) 8.35 million Shares (after application of the cash No brokerage, commission or stamp duty is payable
relief formula) will be subject to ASX imposed by Applicants on the acquisition of Shares pursuant
escrow for 12 months following their date of to the IPO Offer.
issue (which will be the "Issue Date" shown in
the Indicative Timetable at page x; 1.23 Withdrawal
(c) 4.7 million Options, being all Options to be held The Directors may at any time decide to withdraw
by Directors, will be subject to ASX imposed this Prospectus and the Offer in which case
escrow for 24 months following the date of the Company will return all Application Monies
Official Quotation. (without interest) within 28 days of giving notice of
their withdrawal.
(d) 2.32 million Options (all being ZEPOs) will be
subject to ASX imposed escrow for 12 months
following the date of their issue.

3. Noting that this figure has been determined on the basis 4,675,332 Director Options on issue will be subject to escrow for a period of
24 months from the date of Quotation and 2,317,475 ZEPOs on issue will be subject to escrow for a period of 12 months from their date
of issue, and accordingly resulting Shares would not be freely tradeable upon exercise by the relevant holders.

14 VHM Limited | Prospectus

1.24 Privacy Disclosure 1.27 Paper Copies of Prospectus
Persons who apply for Securities pursuant to The Company will provide paper copies of this
this Prospectus are asked to provide personal Prospectus (including any supplementary or
information to the Company, either directly or replacement document) and the Application Form to
through the Share Registry. The Company and the investors upon request and free of charge. Requests
Share Registry collect, hold, and use that personal for a paper copy should be directed to the Company
information to assess Applications for Shares, Secretary on ian.hobson@vhmltd.com.au or
to provide facilities and services to security holders, +61 407 421 185.
and to carry out various administrative functions.
Access to the information collected may be provided 1.28 Enquiries
to the Company’s agents and service providers This Prospectus provides information for potential
and to ASX, ASIC and other regulatory bodies on investors in the Company and should be read in its
the basis that they deal with such information in entirety. If, after reading this Prospectus, you have
accordance with the relevant privacy laws. If you do any questions about any aspect of an investment
not provide the information required on the relevant in the Company, please contact your stockbroker,
Application Form, the Company may not be able to accountant, or independent financial adviser.
accept or process your Application.
Questions relating to the Offer and the completion
An Applicant has a right to gain access to the of an Application Form can be directed to the
information that the Company holds about that Company Secretary on ian.hobson@vhmltd.com.au
person subject to certain exemptions under law. or +61 407 421 185.
A fee may be charged for access. Access requests
must be made in writing to the Company’s
registered office.

1.25 A
 nti-Money Laundering/Counter
Terrorism Finance Act
The Company or Lead Manager may be required
under the Anti-Money Laundering/Counter
Terrorism Finance Act 2006 (Cth) or any other law
to obtain identification information from Applicants.
The Company reserves the right to reject any
Application from an Applicant who fails to provide
identification information upon request.

1.26 Taxation
It is the responsibility of all persons to satisfy
themselves of the particular taxation treatment
that applies to them in relation to the Offers,
by consulting their own professional tax advisers.
Neither the Company nor any of its Directors or
officers accepts any liability or responsibility in
respect of the taxation consequences of the matters
referred to above.

VHM Limited | Prospectus 15

16 VHM Limited | Prospectus
2. Company and
Projects Overview
2.1 Company Overview While the Company has a number of projects
(discussed throughout this Section), its flagship
The Company was incorporated on 31 July 2014 as
project is the Goschen Project, and its key focus
an Australian private company limited by Shares and
is the development of this project to deliver
was originally named “VHM Exploration Pty Ltd”.
the Proposed Operation, currently targeted for
On 3 May 2018, the Company’s status changed to
commencement of production in 2025.
a public company and its name changed to VHM
Exploration Limited. On 28 November 2018, the During calendar years 2020-2021, the Company’s
Company underwent a further name change and focus has been on expanding the Mineral Resources
became VHM Limited. and defining a maiden Ore Reserve at its Goschen
Project, progressively moving through to completion
The Company is based in, and has a registered
of the Goschen DFS in March 2022 while advancing
office in Perth, Western Australia, and following the
permitting approvals. At the end of August 2022,
recent VPM Demerger, now has four wholly owned
all required major environmental and social impact
Australian subsidiaries, depicted as follows:
studies are well advanced with respect to the
Goschen Project.
VHM Limited 2.2 Recent and Planned
Corporate Events
GP Land GPB Land GPF Land GPBJ
Past capital raisings
Holdings Holdings Holdings Holdings The Company has conducted a number of capital
Pty Ltd Pty Ltd Pty Ltd Pty Ltd raisings since its registration in 2014, including the
following capital raisings:

The Company is the registered holder of all of (a) In the period September 2016 to December
the Group’s tenements, whereas each of GP Land 2017 – $5.2 million raising (by way of
Holdings Pty Ltd, GPB Land Holdings Pty Ltd, Share issue);
GPF Land Holdings Pty Ltd and GPBJ Holdings Pty (b) In 2018 – $9.6 million raising (by way of
Ltd were incorporated to acquire (and are parties Share issue);
to contracts to acquire) land underpinning the
Goschen Project (as further detailed in Section 7.5). (c) In 2019 – $6.5 million raising (by way of
VP Minerals Limited was incorporated in November Share issue);
2021 as a wholly owned subsidiary of the Company. (d) In May 2020 – $3.1 million raising (via the issue
It was demerged in August 2022, following a transfer of convertible notes which have now converted
of certain of the Company’s exploration licences (as into Shares);
part of the VPM Demerger) which are considered
(e) In July 2020 – $5.6 million raising (by way of
prospective for gold and base metals, (discussed
Share issue);
further in Section 2.2).
(f) In March-April 2021 – $16 million raising
The Company is in the development phase having
($12.3 million by way of Share issue and
completed a Pre-Feasibility Study and the Goschen
$3.75 million by way of the issue of Convertible
DFS. It continues to advance regulatory approvals
Notes having the terms of which are outlined in
(permitting and licensing) and is commencing
Section 7.10 (the 2021 Notes);
front-end engineering and design (FEED) works.
The Goschen DFS was completed in March 2022 (g) In March-May 2022 – $31.84 million
with significant contribution by Mineral Technologies raising (by way of the Pre-IPO Offer further
(Downer Group). The Company is also engaged described below).
in exploration activities across its vast tenement
package, exploring for REM including neodymium,
praseodymium, dysprosium and terbium oxides and
heavy mineral sands (HMS) bearing zirconium and
titanium elements.

VHM Limited | Prospectus 17

Of the funds raised, the Company has expended VPM Demerger
approximately $45 million directly on the Goschen The Company recently completed the process
Project and contiguous licences, progressing of demerging certain of its exploration licences
approvals, instalment payments toward the and exploration licence applications prospective
acquisition of land in the project area and taking for gold. This was facilitated by transferring these
further preparatory steps toward assessing the assets under the Demerger Asset Sale Agreement
viability of the Proposed Operation within the (see Section 7.2), to a recently incorporated wholly
Goschen Project area. owned subsidiary of the Company (VP Minerals or
VPM), and the subsequent in-specie distribution
Pre-IPO Offer
of the consideration Shares issued by VPM to
In April 2022, the Company concluded a pre-IPO the Company.
raising of $31.84 million (Pre-IPO Offer) by way of the
issue of further Convertible Notes, having the terms All necessary approvals were obtained to complete
set out in Section 7.10 (the 2022 Notes). the VPM Demerger, including shareholder approval
at the May EGM and Ministerial approval for the
Each of the 2021 Notes and the 2022 Notes can tenement transfers (received in July 2022).
be converted into Shares at a discount of between
20% – 30% to the Offer Price, upon the Company The rationale for the VPM Demerger was to
receiving the Conditional Admission Letter from enable the Company to focus on its key projects
ASX, on terms acceptable to the Company. A small (including the Goschen Project) and provide an
number of the unrolled4 2021 Notes will convert at alternative avenue for the further development and
a 20% discount to the Offer Price (being $1.08), with value-realisation of the gold projects.
a majority of the 2021 Notes and the 2022 Notes to VPM is now wholly owned by pre-IPO Company
convert at a 25% discount to the Offer Price (being Shareholders (registered at the relevant record
$1.0125), provided the Conditional Admission Letter date of 16 June 2022) and no longer forms part of
is received enabling a conversion notice to be given the VHM Group. Accordingly, any Shares acquired
by 31 December 2022. pursuant to the IPO Offer will not be impacted.
The funds raised from the 2021 Notes and the 2022 The impacts of the VPM Demerger (including tax
Notes were or will be utilised by the Company effects) were outlined in the meeting materials
as follows: distributed to Shareholders ahead of the May EGM.
• Goschen Project – Advancing of permitting, The Company continues to support VPM in a
FEED, and progression of detailed engineering financial and technical sense through a loan facility
for the Proposed Operation; available to VPM to fund working capital (including
• Hydromet Circuit – Metallurgy test work; to fund tenement commitments until such time
• Product Sample – Bulk sampling drill program for as VPM conducts its own capital raising) and a
metallurgical test work and work preparatory to services agreement under which the Company
securing all necessary offtake arrangements for provides technical, finance, administrative and
the Goschen Project; support services to VPM on a cost plus 10% basis.
These support agreements are summarised in
• Land and Tenements – Meeting obligations to
Section 7.3.
maintain the Company’s tenements in good
standing, including exploration drill programs and
instalment payments toward acquiring additional
land underlying the footprint of the Proposed
Operation (with these acquisitions yet to settle);
and
• Corporate – Advancing the VPM Demerger, costs
associated with the Offer, working capital and
contingency.

4. A majority of the holders of 2021 Notes elected to roll their notes over into the 2022 Notes.

18 VHM Limited | Prospectus

2.3 Key Strengths and Investment • The currently anticipated Life of Mine Plan
(LOM Plan) and associated economic model,
Highlights indicates that approximately 67% of proposed
Subject to each of the hurdles disclosed in Section revenue generated is expected to be derived
2.9 being achieved, development of the Goschen from the production of a REMC. Subject to the
Project has been partially de-risked, and has the timing of implementation of the Hydromet Circuit
following investment highlights: (Phase 1A), approximately 80% of proposed
revenue would be expected to be derived
Globally significant Tier 1 rare earth and from the production and sale of MREC (to be
mineral sands project produced from the Hydromet Circuit).
• The Goschen Project has a substantial rare earth
deposit of 413,107 tonnes of TREO, making this a Strategic asset in a stable established
globally significant rare earth mineral inventory mining jurisdiction
(629Mt) Mineral Resource, comprising measured, • The Goschen Project is located in a premier
indicated, and inferred resources. VHM will seek mining jurisdiction with existing infrastructure,
to mine and process these deposits to produce a skilled workforce and strong local, state and
and market a range of products; in particular, federal government support.
neodymium, praseodymium, dysprosium,
• In April 2021 the Goschen Project was granted
and terbium.
“Major Project Status” by the Australian
• Significant Proved and Probable Ore Reserve Government given its national significance.
of 198.7Mt, sufficient to support a >20-year plus This is a key step in securing government
LOM Plan with further expansion potential. funding and approvals support.
Refer to Section 2.6(f) for data on the Proved and • The Goschen Project will produce “critical
Probable Ore Reserve which underpins the LOM minerals” (rare earth minerals, zircon, and
Plan, and to Section 2.6(e) for a further breakdown of titanium minerals). VHM’s top six REM are listed
the Mineral Resource categories. in the 2022 USA critical mineral list and are
important to the green energy transition.
Advanced plant design and unique • VHM will produce critical mineral products which
commodity mix are essential for the automotive industry to
• The Goschen DFS and testwork undertaken to transition from internal combustion engine (ICE)
date indicates that the initial Capex estimate for vehicles to battery electric vehicles (BEV)
Phase 1 of the Goschen Project has a current and plug-in hybrid electric vehicles (PHEV).
midpoint estimate of $360 million. This is This transition to BEV and PHEV supports strict
primarily derived from packages estimated at a new regulatory standards and international
DFS level of accuracy (within ±15%). aspirational targets for creating carbon neutral
• The Goschen Project’s initial 10-year average industries by 2030.
annual operating costs* are currently expected to
be approximately $120 million.
• In addition to the Capex* expected for Phase 1,
a further amount of approximately $85 million
is estimated to be incurred on ancillaries,
corporate costs, land purchases, pre-production
mining operations, process plant pre-production
costs and exploration licence expenditure.
The planned Phase 1 processing will result
in high quality, low impurity products while
utilising a proven, well understood processing
technology.

* Operating costs and Capex will be further refined in the lead up to FID. Refer to the ITAR in Annexure F for further analysis.

VHM Limited | Prospectus 19

Clear pathway of development activities 2.4 The Company’s Aspirations and
The Company intends to pursue a fast-track process Growth Strategy
leading to a Final Investment Decision (FID) for
Phase 1 development to commence in H2 2023, The Company aims to be a producer of highly
subject to receipt of Ministerial approvals. This is sought-after neodymium (Nd), praseodymium
demonstrated by the following activities: (Pr), dysprosium (Dy) terbium (Tb), zircon (Zr) and
titanium (Ti) concentrates which are used to drive
• The completed Goschen DFS undertaken to the emerging renewables industries. The Company’s
date confirms the Project’s viability to deliver goal is to be an integral player in the development of
high-grade and low impurity REMC and zircon new critical mineral supply chains between Australia
and titania products, providing a competitive and international markets, including the USA.
product suite for a global market. The DFS
validates a technically robust project producing Specifically, the Company aims to:
at a rate of 9,000-11,000 tonnes per annum • Develop the Goschen Project into the Proposed
(tpa) of REMC and 184,000tpa of zircon-titania Operation with first production (Phase 1) targeted
products within one year of commencement in H1 2025 (see Section 2.7 below);
of operations. • Complete the Hydromet Circuit (Phase 1A) for
• Based on a highly compelling Goschen DFS, further downstream refinement of rare earth
the Company appointed Mineral Technologies mineral concentrate (REMC);
(Downer Group) in April 2022 to immediately • Continue to develop the Goschen Project to
progress to FEED studies. This will refine key increase the existing Proved and Probable
design aspects of the project. Ore Reserve (currently 198.7Mt), noting that
All major environmental and social impact total Mineral Inventory of 629Mt (including a
assessments for the approvals process are well significant Inferred Resource) has been defined;
advanced. Potential impacts are well understood, and
and material risks have been addressed or • Be a large-scale, stable, low-cost and
minimised to the extent practicable. high-margin, supplier of concentrates of
rare earth minerals, zircon, and titanium into
Experienced Board, Executive Team, international supply chains.
and Consultants
As at the date of this Prospectus, each of the above
The Company has an experienced Board and
aims is an aspirational statement and the Company
Executive Management team which has previously
does not yet have reasonable grounds to believe
been involved in delivering some of Australia’s most
that each of the aims can be achieved or achieved
successful resource projects. The Management team
within the proposed timeframe.
has been supported by Tier 1 consultants engaged to
conduct rigorous project studies. The hurdles to achieve the Company’s aims are
further discussed in Section 2.9 below.
Over the 12 month period following the successful
completion of the IPO Offer, the Company plans
to use the funds raised as outlined in Section 1.7,
which is expected to fund the Company through to
the point of making its Final Investment Decision.

20 VHM Limited | Prospectus

2.5 The Company’s Tenements
Table 2.1: Tenement Table

License Registered Area

Number Location Holder Project Status (km2) Grant date Expiry Date
RL6806 North West Victoria VHM Ltd Goschen Current 311 10/01/2020 09/01/2027
EL 6419 North West Victoria VHM Ltd Cannie Current 443 18/05/2018 17/05/2023
EL 6664 North West Victoria VHM Ltd Cannie Current 618 18/06/2018 17/06/2023
EL 6666 North West Victoria VHM Ltd Nowie Current 447 18/06/2018 17/06/2023
EL 6769 North West Victoria VHM Ltd Exploration Current 1,041 27/08/2018 26/08/2023
Total Km2 2,860
Tenements pending transfer to VPM1
EL 7827 North West Victoria VHM Ltd Exploration Current 335 15/08/2022 14/08/2027
EL 7807 North West Victoria VHM Ltd Exploration Current 421 15/08/2022 14/08/2027
EL 7810 North West Victoria VHM Ltd Exploration Current 424 15/09/2022 14/09/2027
EL 7803 North West Victoria VHM Ltd Exploration Current 609 11/10/2022 10/10/2027
Total Km2 1,789
Notes
1. These tenements are to be transferred to VP Minerals 12 months after grant date pursuant to the Demerger Asset Sale Agreement.

Each of ELs 6895, 6923, 6926, 6915 (not shown above) were recently transferred to VPM as part of the
VPM Demerger, which following the recent VPM Demerger, no longer forms part of the Group (see Sections 2.2
and 7.2).
Refer to Section 5 and Schedule 1 of the Solicitor’s Tenement Report at Annexure C for further information
relating to the Company’s tenements.

Figure 2.1: VHM Tenement Map

VHM Limited | Prospectus 21

2.6 Goschen Project The Goschen DFS has defined an execution strategy
for the development of the Goschen Project to deliver
(a) Project overview and Goschen DFS a fully commissioned mining and treatment operation
The Goschen Project is located in north-west that achieves a nameplate production rate based on
Victoria, approximately 35km southwest of Swan Hill a feed rate to the process plant of 5 million tonnes
and 280km north west of Melbourne. VHM is one of per annum (Mtpa) to produce and market a range of
Victoria’s largest tenement holders with 2,860km2 of products to national and international consumers.
near-contiguous tenements. All tenements within the
VHM is aiming to develop the Goschen Project with a
Goschen Project were pegged by the Company.
defined Proved and Probable Ore Reserve, currently
VHM has conducted several exploration and sufficient to support >20 year LOM Plan supported
resource development drilling and sampling by the Goschen DFS, with additional exploration
programmes across the project area, primarily upside, and industry-standard technology for mining
focusing on Area 1, Area 2, Area 3, and Area 4 and processing.
(Figure 2.4). The Company lodged an application
The Goschen DFS includes financial analysis of the
and was granted retention licence (RL) 6806 in 2020
Goschen Project encompassing mining operations
over what was previously EL5520.
and Phase 1 processing, parts of Phase 1A processing
In March 2022, the Company finalised the Goschen which includes a Hydromet Circuit, and all of Phase 2
DFS to examine the feasibility of the proposed processing. None of the prospective financial
mining operation and establishment of processing information from the Goschen DFS is included in
facilities on the proposed mining lease area. the Prospectus.

Figure 2.2: Goschen Project location

22 VHM Limited | Prospectus

See Section 7 and Section 8 of the Independent (c) Location and infrastructure
Technical Assessment Report (ITAR) in Annexure F The Goschen Project is located within retention
for further details regarding proposed mining licence (RL) 6806 in north west Victoria, approximately
and metallurgy and processing. For an overview, 280km north west of Melbourne, 35km south west
see also the discussion of the Goschen DFS and of Swan Hill and 1km east of Lalbert (Figure 2.2).
project implementation and delivery in the Executive The retention licence was approved in January 2020,
Summary of the ITAR. by the Victorian Department of Jobs, Precincts and
The Company will implement a phased approach to Regions replacing EL5520. The different project areas
the mine development of its Goschen Project which (Area 1 (East and West), Area 2 West, Area 3 Extended
is further described in Section 2.7(b). All components and Area 4) are captured in Figures 2.3 and 2.4.
of Phase 1 (resulting in the production REMC and The Goschen Project area can be accessed via the
zircon/titania heavy mineral concentrate (HMC) were Murray Valley Highway and from there via the Sea
defined during the Goschen DFS and demonstrate Lake–Swan Hill Road or the Donald–Swan Hill Road,
the base case for the Goschen Project. both of which lead to the town of Swan Hill. Heading
Required approvals including EES, Work Plan and south along the Murray Valley Highway is the town of
secondary consents for the Proposed Operation are Kerang. The majority of the Goschen Project footprint
targeted to be complete by H1 2024. The Company is located within the Gannawarra Shire with a small
will also undertake exploration activities in Cannie portion located in the rural city of Swan Hill.
and Nowie in accordance to tenement management
(d) Geology and geological interpretation
licence terms and progression towards converting
exploration licences to retention licences. The upper sequences of the large sedimentary
Murray Basin include the Loxton Sand – formed due
The Company intends to reach Final Investment to deposition during the break-up of Gondwana in the
Decision (FID) in H2 2023 for Phase 1. Cretaceous Period. A large granitoid body, referred
to as the Lake Boga Granite (LBG), is located under
(b) Historical exploration
tenement RL6806. The Company identified the LBG
Historical exploration work was completed by through mapping surface exposures and geophysical
previous minerals companies with CRA Exploration interpretation of the data. A series of placer deposits
conducting the most work on the Goschen sheet- which contain rare earth oxides (monazite and
style deposit. Others focused largely on defining xenotime) and zircon and titanium rich heavy mineral
coarse‑grained HMS strandline deposits in the sands (HMS) accumulation occur above and on the
region. None of the previous historic exploration flanks of the LBG.
programs considered the rare earth mineral potential
in the area, and no historical Mineral Resource The Goschen Project area straddles the Avoca Fault
estimates were defined. and is dominated by a ridge formed by an uplift on the
eastern side of the Cannie Fault, a small splay fault
In 2014, the Company applied for tenure for EL5520 used as an approximate boundary that splits Area 1
(the prerequisite tenure for RL6806) within an area East and Area 1 West and bisects the mineralisation at
of north west Victoria that was vacant. Initial activity Area 3.
focussed on compilation of historic data and the
development of the maiden resource model based In 2017, the Company produced an Inferred Mineral
on historic data in 2017. Resource estimate (Goschen North) based on
21,719.4m of historic drilling, and identified five areas of
interest within the Goschen deposit (Areas 1 through
to 5). Subsequent drilling and resource definition work
undertaken by the Company focused on Area 1, Area 2
West, Area 3, and Area 4 to further improve resource
classification from Inferred to Indicated and Measured
(refer to Figure 2.4 and Table 1 of Annexure A).

VHM Limited | Prospectus 23

Figure 2.3: Goschen Project footprint and access

This resource definition work confirmed Area 1 and Monazite and xenotime are rare earth oxide ores.
Area 3 as the most prospective, with the least impact Following airborne and ground surveys, sample
on the local community. These areas became the drilling and gamma logging created composite
focus for development of Ore Reserve work. Area samples which were subsequently assayed for
1 and Area 3 now form the basis of the Goschen their mineral assemblage for use in the geological
Project which the Company is seeking environmental grade model.
approval to develop.
The Company will continue to undertake resource
The Goschen deposit at Area 1 and Area 3 are definition programs on the retention licence due to
typically composed of very fine to fine sands its expenditure commitment requirements.
enriched in zircon, rutile, ilmenite, leucoxene,
and REM such as monazite and xenotime.

24 VHM Limited | Prospectus

Figure 2.4: Mineral Resource estimate areas

Area 1 Area 3
The Goschen Area 1 deposit comprises a total Mineral The Goschen Area 3 deposit comprises a total
Resource of 93Mt at 3.44% total heavy mineral Mineral Resource of 492Mt at 2.76% THM, 18% slimes
(THM), 17% slimes and 3% oversize, containing 3.2Mt and 3% oversize, containing 13.6Mt of THM
of THM with an assemblage of 27.7% zircon, 11.2% with an assemblage of 18.2% zircon, 8.9% rutile,
rutile, 9.1% leucoxene, 24.9% ilmenite, 0.8% xenotime, 7.7% leucoxene, 23.9% ilmenite, 0.6% xenotime,
4.5% monazite and 2.94% TREO. 3% monazite and 2.14% TREO.
The breakdown of the Joint Ore Reserves Committee The breakdown of the JORC categories is:
(JORC) categories is:
• an Indicated Mineral Resource of 204Mt at 3.4%
• a Measured Mineral Resource of 30.7Mt at 5.72% THM, 19% slimes and 3% oversize, containing
THM, 15% slimes and 5% oversize, containing 6.9Mt of THM with an assemblage of 19.2%
1.8Mt of THM with an assemblage of 29.9% zircon, zircon, 9.0% rutile, 8.0% leucoxene, 25.0%
10.8% rutile, 9.0% leucoxene, 24.7% ilmenite, 0.8% ilmenite, 0.6% xenotime, 3.2% monazite and 2.19%
xenotime, 4.3% monazite and 2.72% TREO; and TREO; and
• an Indicated Mineral Resource of 62Mt at 2.31% • an Inferred Mineral Resource of 288Mt at 2.3%
THM, 18% slimes and 2% oversize, containing THM, 18% slimes and 3% oversize, containing
1.4Mt of THM with an assemblage of 26.6% zircon, 6.7Mt of THM with an assemblage of 17.2% zircon,
11.5% rutile, 9.2% leucoxene, 25.0% ilmenite, 0.9% 8.7% rutile, 7.5% leucoxene, 22.7% ilmenite, 0.5%
xenotime, 4.6% monazite and 3.04% TREO. xenotime, 2.9% monazite and 2.10% TREO.

VHM Limited | Prospectus 25

(e) Mineral Resource Estimate The three existing land acquisition contracts create
The Company’s Mineral Resources total 629Mt legally binding commitments for the vendors
(inclusive of Ore Reserves) as at 30 June 2021 to sell the subject land but have long dated
(see Table 1 in Annexure A). The Mineral Resources settlement dates with flexibility for the Company
are reported and classified in accordance with the to control timing of settlement up to agreed end
JORC Code (2012). dates (being January 2026 or December 2030).
The Company does not intend to complete any
The accompanying JORC Tables are included at of these land acquisition contracts until the land
Appendix A of the ITAR at Annexure F. is needed; and for community engagement
purposes, would prefer agricultural use of the
(f) Ore Reserve
land continue under the current owners until
The Company’s Proved and Probable Ore Reserves such time as acquisition of the land is required for
total 198.7Mt as at 31 March 2022 (see Table 2 in mining purposes.
Annexure A). The Goschen Project Proved and
Probable Ore Reserves, a subset of the global The Company also has land access agreements for
Company Ore Reserves, total 98.8Mt as at 31 March exploration activities with numerous landowners
2022 (see Table 3 in Annexure A). The Ore Reserves as necessary to cover its current and immediately
are reported and classified in accordance with the planned activities.
JORC Code (2012). Information on these land access and acquisition
The accompanying JORC Tables are included at agreements is disclosed in Sections 7.4 to 7.6.
Appendix A of the ITAR at Annexure F. The foregoing arrangements satisfy regulatory
requirements with respect to entering into access
(g) Land access arrangements agreements with affected landowners and address
The Goschen Project’s footprint extends over a operational requirements during the construction
number of private landholdings. To undertake ground and operational phases of the Goschen Project.
disturbing activities on private land, consent must be
granted by the landowner.
VHM group companies have entered into three
land acquisition agreements (with a fourth expected
in the next 4 - 6 weeks 2022) with a number of
regional landowners, to purchase the freehold
title to all, or the majority of, freehold land within
the operational footprint of the Goschen Project.
No further land is required or intended for the
Goschen Project as the mine footprint will be 100%
secured under land purchase agreements.

26 VHM Limited | Prospectus

2.7 Proposed Operation The Company will also undertake further exploration
drilling and associated activities to meet tenement
(a) Overview expenditure commitments for the Cannie and
As at the date of this Prospectus, the Company has Nowie Projects.
defined a significant combined Proved and Probable
The Company intends to reach Final Investment
Ore Reserve at the Goschen Project of 198Mt. From
Decision (FID) in H2 2023 for the Phase 1 Base
the 198Mt identified as combined Ore Reserve for
Project. Commencement of the Phase 1A Hydromet
Area 1 and Area 3, the Goschen DFS has identified
Circuit is currently scheduled for 18 months after
and prioritised 98Mt on currently accessible and
first production, with timing to be reassessed
available land holdings for mining and processing.
following the completion of pilot plant testwork and
When processed at the facilities with throughput of engineering studies.
5Mtpa, this volume provides the nominal 20 year
VHM proposes to develop the processing
Life of Mine. The Company is currently finalising
capabilities in the following phases:
all assessments required for the Board to make
the FID to proceed with the development of the Phase 1: Base Project (MUP+FPP+WCP+REMFC)
Goschen Project, with FID targeted for H2 2023. Phase 1 is the Base Project and consists of a MUP,
FID represents the Company’s commitment to incur FPP, WCP, and REMFC. The product suite for Phase
the expenditure and enter into the contractual 1 consists of zircon/titania HMC and rare earth rich
arrangements necessary to develop the Goschen REMC products. Based on a nominal head grade of
Project (and initially proceed with Phase 1), which 4.7%THM and plant throughput of 5Mtpa ROM ore
will first require receipt of all requisite approvals and processing rate, the Company expects the following
confirmation of access to sufficient funds. nominal annual production rates.
(b) Phased development approach For Phase 1, the processing facility will be capable
The Company will implement a phased approach of producing the following mineral concentrate
to the mine development of its Goschen Project products;
with the first phase consisting of a mining unit plant • 9,000-11,000 tonnes per annum (tpa) of REMC
(MUP), feed preparation plant (FPP), wet concentrator (a concentrated mineral product with rare earth
plant (WCP), and rare earth mineral flotation bearing minerals)
circuit (REMFC).
• 184,000 tpa of zircon/titania HMC (an upgraded
These elements were defined during the Goschen heavy mineral concentrate which has undergone
DFS and represent the Phase 1 base case for the post flotation beneficiation)
Goschen Project.
The Company aims to be in first production in late H1
Phase 1A involves the build of a hydrometallurgical 2025 upon receiving full environmental approvals
circuit to convert the REMC product into an upgraded and completing the study, development, and
MREC product. implementation program.
Phase 2 includes the construction of a mineral
separation plant (MSP) and hot acid leach (HAL) (as
defined in the Goschen DFS) to produce upgraded
zircon and titanium minerals products.
The Minister’s decision for the EES is expected to
be received by H2 2023, with final assessment of
environmental approval (including Work Plan and
secondary consents for the Proposed Operations)
expected in H1 2024.

VHM Limited | Prospectus 27

The key assumptions which underpin the Key development assumptions which underpin the
Base Project: Hydromet Circuit (Phase 1A)
• The Company completed the Goschen DFS • Initial process simulation and software based
in March 2022 on the Phase 1 Base Project modelling and metallurgical design have been
with Opex and Capex cost estimates within completed for the Hydromet Circuit to ensure
±15% accuracy. its integration into the Base Project as part of
engineering services completed during the
• The current midpoint capital cost estimate for
Goschen DFS. Study work to further define
the Base Project is A$360 million, with a level
the next testwork program, and to gain an
of accuracy of ±15%, noting that all aspects
understanding of capital and operating costs,
of the Phase 1 base plant and processing
are underway as of July 2022.
were encompassed within the Goschen DFS.
Further information on material assumptions • Testwork and study work (by industry expert
underpinning the Base Project is contained in consultants Australian Nuclear Science and
the ITAR. Technology Organisation Minerals (ANSTO)
validates the core metallurgical, chemistry and
See Section 2.7(d) for a more fulsome explanation processing aspects of the circuit configuration.
of underlying assumptions for the Goschen Project
• ANSTO’s minerals business unit was
LOM Plan.
commissioned to supply a proof-of-concept
Next steps testwork program to determine the suitability of
Based on a highly compelling Goschen DFS, either the caustic conversion or sulphate bake
the Company appointed Mineral Technologies (MT) processing route for the processing of REMC to
in May 2022 to progress the FEED studies. This will create the MREC.
refine key design aspects of the Project. • These two processing routes are commonly
known industry methods for processing similar
Phase 1A: Base Project + Hydromet Circuit REMC from competitor projects into a carbonate.
(MUP+FPP+WCP+REMFC+Hydromet) The Company has since selected the sulphate
Phase 1A includes a Hydromet Circuit with a bake route for the REMC to MREC product
nameplate capacity of 12,000 tpa (1.6 tonnes conversion. This is included as the Hydromet
per hour) downstream of the REMFC at the Goschen Circuit in the Project.
Project site to produce a MREC product. Subject • This work informed the completion of study
to further funds being raised (in addition to the IPO work to enable the Company to select a specific
Offer proceeds) the Hydromet Circuit is currently processing route with confidence. The selected
scheduled to commence operations approximately processing route (sulphate bake conversion)
18 months post first production of the Phase 1 Base is well understood and employed in similar rare
Project. The product suite for Phase 1A consists of earth processing facilities world-wide.
the same zircon/titania HMC product as per the Base
Case, with the inclusion of the MREC as a result of Next steps
the further processing of the REMC. Upon completion of the pilot plant testwork and
engineering study the Board will determine whether
Nominal annual production rates
to take FID on the Phase 1A Hydromet Circuit. This
• 9,000-11,000 tpa of MREC (an upgraded will also be subject to sufficient additional funding
carbonate form of the rare earth minerals) being secured.
• 184,000 tpa of zircon/titania HMC

28 VHM Limited | Prospectus

Phase 2: (MUP+FPP+ WCP+REMFC+ Implementation
Hydromet+MSP+HAL) The Company has an advanced delivery strategy,
Subject to prevailing market conditions, financial and plans to proceed with an Engineering,
considerations and sufficient additional funding Procurement and Construction (EPC) contracting
being secured, Phase 2 may commence model. The Company is in advanced negotiations
approximately 18 months post-first production and with Mineral Technologies of Downer Group
consist of an additional mineral separation plant (MT) as the lead engineering consultant for the
(MSP), HAL and chrome removal circuit, which EPC. MT testwork and engineering enables
will produce additional products such as premium development of process guarantees as part of the
zircon, zircon concentrate, HiTi (high titanium) rutile, FEED Engineering program. The Company is also
Leucoxene, low chromium ilmenite. progressing early contractor involvement in the
EPC model as part of the FEED program. The EPC
Nominal annual production rates contractor engagement is planned for 2023 with an
• 9,000-11,000 tpa MREC EPC contract to be awarded following FID.
• 49,600 tpa premium zircon The FEED program will deliver sufficient project
• 8,400 tpa zircon concentrate definition to enable capital and operating estimates
• 15,400 tpa HiTi rutile for Phase 1 to be completed with an accuracy and
• 2,800 tpa leucoxene precision of +/-5% to 10%. The Company will progress
an outsourcing contracting model to deliver the key
• 49,800 tpa low chromium ilmenite
elements of the Project.
The key assumptions which underpin the
MSP+HAL
• The addition of the MSP and HAL were
considered in the Goschen DFS in March 2022.
• The FEED study program has delivered zircon
leach testwork to confirm the level of upgrade to
the raw zircon product stream, this also informs
the MSP, product loadout and HAL circuits.

VHM Limited | Prospectus 29

Table 2.2 Phased Mine Development Approach

Goschen Project
Target minerals Heavy mineral sands and rare earth minerals
Ore reserve Subset of the global Company Ore Reserves (198.7Mt), being 98.8Mt as of
31 March 2022
Project area 1,479 ha (approximately) to be mined
Processing throughput 5Mtpa ±10%
Processing Phase 1 Phase 1A (~18 months Phase 2 (~18 months
post-production) subject post-production) market
to Board decision and dependent and subject
sufficient funding being to Board decision and
secured sufficient funding being
secured
Mining unit plant Mining unit plant Mining unit plant
Feed preparation plant Feed preparation plant Wet concentrator plant
Wet concentrator plant Wet concentrator plant REM flotation circuit
REM flotation circuit REM flotation circuit Hydromet circuit
Hydromet circuit Mineral separation plant
HAL and ilmenite
chromium removal circuit
Products Zircon/titania HMC Zircon/titania HMC Premium zircon
REMC MREC Zircon concentrate
HiTi rutile
Leucoxene
Low chromium Ilmenite
MREC
Water supply Pump station at Kangaroo Lake (Goulburn Murray Water) with buried 35km water
supply pipeline
Rehabilitation The mined areas will be progressively backfilled in a specific staged manner,
commencing with tailings dewatered in-pit to allow overburden re-placement and
finally topsoil placement in a profile that reinstates the background soil structure
Water requirements 5.5 GL/a
Transport of products Sealed sea containers via rail and road transport
Power Dual fuel on-site generators – diesel and gas (with on-site diesel and LNG
(Liquefied Natural Gas) storage)
Transport and The concentrate products will be transported by road and rail facilities to a Port in
Logistics Victoria. The Goschen DFS confirmed that the Ultima intermodal and railyard that is
18km from the processing facility, will be utilised to transfer the product to port.

30 VHM Limited | Prospectus

(c) Life of Mine Plan (LOM Plan)
Current work indicates the Proposed Operation is likely to support a LOM Plan in excess of 20 years based on
annual targeted plant throughput of 5Mtpa. The LOM Plan is based on the Proved and Probable Ore Reserve
(JORC) on retention licence RL6806 in Area 1 and Area 3.
Mine operations are proposed to commence in Area 1, located to the immediate north and south of
Bennett Road. Mining would be undertaken in Area 1 for up to eight years (Figure 2.3 and Figure 2.5),
before moving into Area 3, located to the north of Area 1, and adjacent to Jobling Road (Figure 2.3 and
Figure 2.6). The mining approach of Area 3 would closely follow that of Area 1.

Figure 2.5: Area 1 proposed mining blocks

Figure 2.6: Area 3 proposed mining blocks

VHM Limited | Prospectus 31

Table 2.3 details the current (and indicative) DFS and current plans. Once the initial production
projected materials (ore and waste) movement, schedules are confirmed, (and as is customary in the
THM concentrate grade and mineral assemblage industry) they will be subject to ongoing review and
over the life of mine. adjustment to respond to prevailing operational and
economic conditions.
Results presented in Table 2.3 are indicative only and
subject to adjustment up to the point of FID, and to Further disclosures in relation to the Production
the project proceeding. It is provided to demonstrate Targets and all material assumptions underpinning
the capability and capacity based on the Goschen those targets are included in Section 2.7(d).

Table 2.3: Indicative mining production schedule (Goschen Areas 1 and 3 at 5Mtpa ROM rate)
over life of mine

Year 0–5 6–10 11–15 16–21 LOM

Waste mining (kt) 64,275 60,474 59,489 75,979 260,217
Ore mining (kt) 24,667 25,131 25,021 23,864 98,683
Waste stockpile rehandle (kt) – 9,226 – 30,411 39,637
Total heavy minerals (THM) 4.9% 3.4% 3.3% 4.3% 4.0%
Zircon 29.1% 23.5% 19.3% 20.1% 23.5%
Rutile 11.3% 9.9% 9.0% 9.3% 10.0%
HGLX 9.4% 8.5% 8.0% 7.9% 8.5%
Ilmenite 25.0% 25.1% 25.2% 25.5% 25.2%
Monazite 4.2% 3.7% 3.2% 3.3% 3.7%
Xenotime 0.8% 0.7% 0.6% 0.6% 0.7%
Other heavy minerals 20.2% 28.6% 34.7% 33.3% 28.5%
Slimes 15.0% 16.7% 20.5% 16.0% 17.4%
Oversize 4.6% 3.6% 2.7% 3.0% 3.4%

32 VHM Limited | Prospectus

(d) Key assumptions and sensitivities – • All costing and pricing used by the Company
LOM Plan and production targets to estimate Capex, Opex and future funding
(Phase 1 Base Case) required to deliver Phase 1 are based on
Goschen DFS data as at March 2022.
The key assumptions which underpin the LOM Plan
This reflects real time pricing and data received
and production targets on which it is based include:
during the final calendar quarter of 2021.
• The economic model used to develop the • Preliminary estimates for Phase 1A (to be further
LOM Plan is based solely on that portion of the assessed following completion of the pilot plant
Proved and Probable Ore Reserve prioritised by testwork and engineering studies, with such
the Goschen DFS (being 98Mt out of the total testwork and studies not fully funded by the IPO
198.7Mt reserve). For the avoidance of doubt, Offer) is in the range of $115-$125 million.
Inferred Resources or Exploration Targets have
• Opex is primarily based on data obtained from
been excluded in the determination of the
the Goschen DFS and testwork undertaken
LOM Plan.
to date. These indicate that the Goschen
• The 98Mt of Ore Reserve on which the LOM Plan Project is expected to have an initial 10-year
is based is located wholly within the deposits average annual operating cost of approximately
occurring within Areas 1 and Area 3. $120 million, including all mining operations,
• The Ore Reserve underpinning the production mineral processing, supply of utilities (power and
targets have been prepared by a competent water) and freight/logistics associated with
person in accordance with the requirements of transporting final products from site to port.
the JORC Code. • Assumed commodity prices are based on
• The physical pit assumptions and mining near-term and longer-term forecasts by
methods as discussed in Section 2.7(e) and in independent specialist third parties received
the ITAR. in Q2 2022. Further information on the pricing
• Overall processing recoveries of minerals to outlook used by the Company in developing the
marketable products being as shown below LOM Plan are included in Section 2.7(g).
(see also Section 8 of the ITAR at Annexure F): Further, the Company has applied project cost
contingencies to the base cost for the estimation of
Mineral Overall recovery the Capex and Opex to deliver the Goschen Project.
Zircon 74.8% Specifically, a 15% line item contingency has been
adopted, in line with prudent industry standards.
Rutile 56.6%
Further detailed information on the underlying
Leucoxene 26.7% assumptions can be found throughout the ITAR.
Ilmenite 62.6%
(e) Mining method
Monazite 89.6% Mining of ore within the project footprint, will be
Xenotime 80.2% undertaken at a rate of 5Mtpa from Area 1 and Area
3 using dry, strip mining by conventional ‘truck
and shovel’ bulk earthmoving equipment, with pits
• The current midpoint estimate for Goschen maintained above the water table. Ore will be mined
Project Phase 1 Capex of $360 million is primarily from Ore Reserves within Area 1 for the first seven
derived from components estimated at DFS level to eight years followed by Area 3. Process tailings
of accuracy (being ±15%). will be returned to the pit hydraulically with mined
• The additional $85 million of funding required is overburden and topsoil placed on top as part of
to cover ancillaries, being corporate costs, land rehabilitating the land suitable for its original use.
purchases, pre-production mining operations,
There is currently no indication that drill-and-blast
process plant pre-production costs and
operations will be required at the Goschen Project.
exploration licence expenditure. Such estimates
Cross ripping of cemented sand horizons has
will be further refined on completion of FEED and
been allowed for in expected scheduling and in
detailed design work.
operating costs.

VHM Limited | Prospectus 33

Mining will be undertaken as a block/strip-mining for Resources, who must have regard to the Minister
operation. Each block will have a final floor footprint for Planning’s EES assessment before deciding to
of about 500m wide and 150m long. Pit walls have grant a mining licence, and approve a Work Plan, for
been designed with a bench of slope angle 40° the Goschen Project under the Mineral Resources
from surface to the base of the modelled clayey (Sustainable Development) Act 1990 (Mining Act).
material (up to a maximum 10m from surface) where
It is noted that the Goschen Project is a ‘controlled
a six-metre-wide berm is included, below this berm
action’ under the Environment Protection and
a single bench to the base of the pit has been
Biodiversity Conservation Act 1999 (EPBC Act)
designed at an angle of 34° or 32° where total pit
and as such the EES is an accredited assessment
depth is less than or greater than 32m respectively.
process through a bilateral agreement which exists
Waste material (topsoil, clay, and overburden) will between the Commonwealth and State of Victoria.
be stockpiled on surface from the start of mining This means the Commonwealth Minister will decide
operations until such time as there is sufficient on approval of the Goschen Project after having
capacity and suitable conditions in the mined void considered the Victorian Minister for Planning’s
to allow direct deposition into the previously mined assessment under the EE Act.
areas as either bund walls for the in-pit tailings
Other secondary consents, including various permits
cells or to encapsulate deposited tails. Stockpiled
and licences to be sought to allow construction
material on the surface will ultimately be backfilled
and operation of the Goschen Project include as a
into the final mine void to remove the visual effects
minimum the following:
of mining upon closure and help return the area to its
original use. (i) Works Licence from Goulbourn Murray Water
(GMW) for the construction of water pipeline;
Mining will commence three to four months ahead of
ore processing, this will generate an ore stockpile on (ii) Works (Operate) Licence from GMW for water
surface to ensure there is suitable material to feed pipeline;
the process and, more importantly to have sufficient (iii) Water Licence from GMW for necessary water
void in the mined pit into which the co-disposed allocation;
tailings (coarse and fine tails) can be deposited into
the mined void. This will remove any requirement to (iv) Works on a Waterway Permit from Catchment
create a surface tailings storage facility. Management Authority for various water
crossings;
Review of mining methods will continue during
operations to ensure the optimum mining method (v) Planning Permit from Council for the
is employed to deliver the best outcomes for all construction of a water pipeline and any road
stakeholders. upgrades within their road easements;

Refer also to Section 7 of the ITAR at Annexure F for (vi) Approval by the relevant authority of the
an assessment of the planned mining method and following management plans:
waste management. (a) Radiation Management Plan (as is
customary for all mineral sands mining
(f) Permitting
operations);
VHM will finalise preparation of the EES for the
Goschen Project, which will be assessed by (b) Native Vegetation Off-set Management
the Victorian Minister for Planning under the Plan; and
Environment Effects Act 1978 (EE Act). (c) Traffic Management Plan.
Upon completion of the EES, its public exhibition
and inquiry, VHM will seek a positive assessment
of the EES that will inform other decision-makers
when they make statutory decisions in relation to the
Goschen Project. This includes the Victorian Minister

34 VHM Limited | Prospectus

(g) Commodity market outlook Rare earth price outlook
This section outlines the current and future projected As of May 2022, prices were closely tracking
state of the downstream markets for the Company’s Adamas’ “Base Case” scenario. This scenario
products, and the expected prices that could assumes prices will trend incrementally higher
be achieved. through 2025 before more-or-less plateauing from
2025 through 2029 as battery materials and other
The products to be produced by the Company are
component shortages slow the electric vehicle (EV)
niche intermediate products that require further
market’s growth. With bottlenecks resolved later in
processing or refining by the end user for use in
the decade, Adamas predicts prices are expected to
final products. Such products vary from project
return to growth from 2029.
to project globally and are very specific to each
deposit. There is no uniform REMC, MREC or HMC Price outlook under scenario
product for mineral sands mines globally. Prices From 2022 through 2030, the so-called magnet
received by existing miners are a direct reflection rare earths (i.e. didymium oxide, dysprosium
of the mineral assemblage and the product quality oxide and terbium oxide) are expected to see the
of the underlying minerals which can vary widely greatest gains among the rare earth suite as supply
due to the inherent geology of each mine as well increasingly struggles to keep up with rapidly
as the processing flowsheet utilised. As a result, growing demand.
there is no readily quotable public exchange where
these intermediate products like REMC, MREC and Specifically, from 2022 through 2030, didymium
HMC are traded; rather they are sold to market oxide (NdPr oxide) will be responsible for over 57% of
participants in niche offtake contracts. the Goschen Project’s TREO basket value each year
offering strong economic exposure to the primary
Consequently, the Company has commissioned TZ rare earth input for all neodymium–iron–boron
Minerals International Pty Ltd (TZMI) and Adamas (NdFeB) magnet grades produced globally.
Intelligence (Adamas), both renowned for their
mineral sands and rare earth market knowledge. Moreover, from 2022 through 2030, dysprosium and
Their terms of reference were to determine the terbium oxide will collectively be responsible for over
likely price that may be achieved specifically for 27% of the Goschen Project’s TREO basket value
Goschen products, by considering the metallurgical each year offering modest economic exposure to the
test work done in the Goschen DFS, the respective key rare earth additives used in high-performance
percentages of each mineral that reports to the NdFeB magnets for EV traction motors, wind power
REMC, MREC and HMC products and the overall generators, industrial robots and more.
product quality and saleability. Adamas was Overall, from 2022 through 2030 magnet rare earths
commissioned for a market analysis for the rare are expected to drive over 85% of the Goschen
earth market and TZMI for the titanium mineral Project’s TREO basket value each year.
and zircon markets. Adamas and TZMI are third
parties independent from VHM and experts in their
respective fields.
Pricing data in this Section 2.7(g) are not forecasts,
but rather current best estimates based on historical
pricing data collated by Adamas and TZMI for the
Company’s planned products. As with all commodity
price markets, prices will fluctuate and are subject to
a range of factors beyond the Company’s control.

VHM Limited | Prospectus 35

Table 2.3: Per-REO contribution to Goschen basket value under Adamas’ Base Case scenario (per kg)5

Oxide 2021a 2022 2023 2024 2025 2026 2027 2028 2029 2030
NdPr 53.0% 57.6% 58.4% 59.2% 59.3% 58.9% 58.9% 58.9% 59.2% 59.1%
Dy 21.7% 15.9% 16.0% 16.1% 16.2% 16.4% 16.4% 16.4% 16.2% 16.2%
Tb 12.1% 12.0% 11.9% 11.8% 11.8% 11.9% 11.9% 11.9% 11.8% 11.8%
Other 13.2% 14.5% 13.6% 13.0% 12.8% 12.8% 12.8% 12.9% 12.9% 12.8%
TREO Basket $35.98 $54.84 $60.62 $66.32 $69.64 $68.23 $67.48 $66.33 $68.30 $71.56
Value
• All prices include 13% VAT; estimated prices in real 2022 Australian dollars.
• If selling into China, VAT should be deducted; if selling ex-China, prices above should be taken at face value.

Rare earth mineral concentrate (REMC) price outlook

Adamas estimates REMC from the Goschen Project (61.4 wt. % TREO) could have a value of USD11.15 to
USD13.29 per kilogram (/kg) of concentrate in 2022 and may increase overall to $15.95/kg in 2030.
$25
$20
USD per KG

$15
$10
$5
$0
2021a 2022 2023 2024 2025 2026 2027 2028 2029 2030
Base
Case $8.02 $12.22 $13.51 $14.78 $15.52 $15.21 $15.04 $14.78 $15.22 $15.95

Figure 2.6: Adamas Intelligence Goschen REMC price outlook5

Mixed rare earth carbonate (MREC) price outlook

Adamas estimates that MREC produced at the Goschen Project could have a value of USD24.14/kg in 2022
and this may increase to USD31.49/kg in 2030.
$35
$30
$25
USD per KG

$20
$15
$10
$5
$0
2021a 2022 2023 2024 2025 2026 2027 2028 2029 2030
Base
Case $15.89 $24.14 $26.68 $29.18 $30.64 $30.03 $29.70 $29.19 $30.05 $31.49
Figure 2.7: Adamas Intelligence Goschen MREC price outlook5

5. Saleable product will only be available if and when all approvals are obtained and the plant is built and commences operations.

36 VHM Limited | Prospectus

NdPr oxide price outlook
After more than doubling since 2020, Adamas expects China’s domestic price of NdPr oxide may increase by
upwards of 33%, from USD153.45/kg in 2022 to USD205.53/kg in 2030.
$250

$200

$150

$100

$50

$0
2021a 2022 2023 2024 2025 2026 2027 2028 2029 2030
Base
Case $92.54 $153.45 $172.05 $190.65 $200.42 $195.30 $192.98 $189.72 $196.23 $205.53
Figure 2.8: Adamas Intelligence Goschen NdPr price outlook6

Others
13%
87% of Goschen’s rare earth minerals basket value
Tb will be from high value dysprosium, neodymium,
12% praseodymium and terbium oxides, all of which are
Goschen
rare earth Nd high demand ‘critical’ rare earths used in permanent
minerals 46%
magnets for EV traction motors, wind power
basket
Pr generators, among others and included in the US
12% and Australian Government list of critical minerals.

Dy
17%

6. Saleable product will only be available if and when all approvals are obtained and the plant is built and commences operations.

VHM Limited | Prospectus 37

Valuable Heavy Minerals
Long-term zircon price scenario

Figure 2.9: Nominal zircon (premium) price outlook to 2025

The base-case pricing estimates assumes the annual weighted average zircon price will remain above
USD2,000 per tonne FOB until 2026, potentially peaking at USD2,480 per tonne FOB in 2024, before
declining progressively as new incremental supply and lower cyclical demand for zircon dampens
consumer sentiment. The caveat to the above outlook (Figure 2.9) is that elevated prices will not
induce demand‑destructive actions such as substitution from ceramic end users.
The long-term zircon inducement price7 remains at USD1, 607 per tonne FOB (real 2021 dollars). The latest
estimate puts the base-case zircon price well above the inducement price level throughout the outlook period,
reflecting the sustained structural deficit in the market and a lack of likely new supply coming on stream to
meet the projected supply gap. This bullish pricing environment will be favourable to enable the inducement
of new supply.

Rutile

Ilmenite

Figure 2.10 Estimated rutile and ilmenite reference prices in 2021 real USD per tonne
7 . TZMI conducts project inducement analysis on advanced brownfields and greenfields projects.​Inducement prices are calculated at
after-tax IRRs of 15% and 25% reflecting a range that takes account of internal hurdle rates and project returns that may be required for
external sources of funding. Inducement analysis is used to inform long-term price estimates.

38 VHM Limited | Prospectus

2.8 Australian Rare Earth Minerals The Company is considering technical and economic
benefits of advancing a SX facility and if warranted
(AREM) Refinery the Company will consider a further DFS on a
Through its market analysis and testwork programs, SX facility which will be located off-site from the
the Company has identified that the MREC product Goschen Project and utilise feedstock from Goschen
is of high value. There is, however, an opportunity to further downstream process the MREC into mixed
to extract increased value via further downstream rare earth oxides, mixed heavy rare earth carbonates
processing of the MREC into higher value separable and light rare earth carbonates.
rare earth products.
If the Company decides to proceed with the AREM
The Company engaged industry leading research Refinery additional processing at that facility would
institute, ANSTO at Lucas Heights in New South represent a further Phase 3 which is not yet included
Wales to complete the metallurgical testwork and in the current development plan. Further funds
engineering analysis. would also need to be raised to proceed with studies
ANSTO’s minerals business unit was commissioned and development.
to supply a proof-of-concept testwork program
to determine the suitability of either the caustic
2.9 Key Milestones Ahead
conversion or sulphate bake processing route for To achieve the stated aims of developing the
the processing of REMC to create the rare earth Goschen Project and delivering the Proposed
carbonates. These two processing routes are Operation the Company will need to:
commonly known industry methods for processing • Obtain approval under the Environment Effects
similar REMC from competitor projects into a Act 1978 (Vic) for the Proposed Operation
carbonate. The Company has since selected the to proceed. State and Commonwealth
sulphate bake route for the REMC to MREC product environmental referrals have been formally
conversion. This is included as the Hydromet Circuit initiated and are in progress, with approvals
in the Project. expected progressively over 2022–2024.
The AREM Refinery is the further downstream The major environmental approvals process
processing of the MREC into further developed and for the Project involves assessment under
segregated products. This would effectively take the the Environment Protection Biodiversity
single MREC product and produce the three refined Conservation Act 1999 (Cth) (EPBC Act) and the
products consisting of a mixed heavy rare earth Environment Effects Act 1978 (Vic) (EE Act).
carbonate, a mixed neodymium praseodymium oxide • Lodge a complete EES which is expected
and a light rare earth carbonate. to occur in 2023, and seek a mining licence
ANSTO also undertook a conceptual study of further and work plan over the Goschen Project area
processing of the MREC produced using industry concurrently with the EES approvals process.
understood, solvent extraction (SX) technology to Final environmental approvals including Work
produce the suite of separated rare earth products. Plan and secondary consents are expected in
The feed data used was based on the mixed rare H1 2024.
earth carbonate product data produced from the • Additional permits and approvals will be sought
hydrometallurgical study option. The products (such as an approved Work Plan, EPA Licence
chosen to be targeted were mixed lanthanum/cerium and planning and building permits for all
carbonate, mixed neodymium/praseodymium oxide proposed buildings, roads, and infrastructure).
and mixed middle and heavy rare earth carbonate Refer to Section 2.7(f).
including terbium (Tb) and dysprosium (Dy). • Complete FEED studies for the Proposed
The purities of these products exceed 99.9% TREO. Operation – The Company appointed Mineral
A separate study on suitable locations for the Technologies in April 2022 following completion
proposed SX processing facility is underway with of the Goschen DFS. See Section 7.9.
AECOM conducting the site location study.

VHM Limited | Prospectus 39

• Make the FID to proceed with the development Hydromet Circuit (Phase 1A)
of the Proposed Operation and associated Complete further engineering and design for the
infrastructure expected to be made by the Board Hydromet Circuit, including improved accuracy and
following receipt of the final environmental precision of engineering and design quantities and
approval (assuming other hurdles are capital and operating costs in line with maintaining
satisfactorily met). the same level of study development as Phase 1 of
• Secure further equity capital and debt project the Goschen Project. Further funding (in addition to
financing for Phase 1 of at least a further the IPO Offer proceeds) will be needed to complete
$445 million in aggregate, in addition to the this work.
funds raised under this Prospectus as discussed
in Section 2.10 below. Required funding will Study Phases and FEED Program
increase if Phase 1A is accelerated. The Company has advanced a focused FEED
• Secure one or more additional offtake partners study. The FEED program consists of the final level
for the products not committed to Shenge, of process definition being completed, detailed
to secure adequate revenue, sufficient to support progression into other selected engineering
the closing of project debt financing. disciplines, design and detail relating to the process
• Fund the balance payments of a number of plants, as well as the non-process infrastructure
existing land acquisition agreements already aspects. It will identify the key challenges to be
entered into by the Company (see Section 7.5), resolved to ensure the successful delivery of the
with aggregate land acquisition payments being implementation phase, and inform the FID decision.
a minimum of $10.3 million and up to $15 million The IPO Offer will fund all FEED work required for
(depending on the length of time taken to Phase 1 of the Goschen Project.
settle the respective contracts) staggered over
Following sufficient engineering detail being
the next four to eight years. A further amount
developed, procurement package types (equipment
of $2.7 million will also be required to fund
and goods, site construction services, site contract
consideration payable in instalments under
services) required will be prepared and issued for
a fourth pending land acquisition agreement
market quotation. Standard quotation processing
(due to be signed in the next 4-6 weeks) with
will follow through bid evaluations, selection of
the final installment due at settlement being
preferred vendors and subsequent update of the
6 months after signing). The funds required to
detailed design with preferred and early vendor
service these land purchase agreements over
information received. This will lead to tendering for
the next 12 months (as set out in Section 1.7)
is approximately $8.5 million. the EPC contract.

• Source and engage a workforce sufficient to meet

the base case model for the Proposed Operation.
This includes establishment of regional training
facilities with registered training organisations.

40 VHM Limited | Prospectus

Hydromet Circuit Engineering Study 2.10 F
 urther Funding Required to
The Hydromet Circuit is the next processing circuit Deliver Goschen Project
downstream from the REM flotation circuit resulting
As previously noted, the IPO Offer will provide
in a rare earth carbonate product. Initial process
funding required for the Company to reach the point
simulation/modelling and metallurgical design have
of making the FID.
already been completed for the Hydromet Circuit as
part of engineering work completed for the Goschen Further funds of approximately $445 million
DFS, establishing a base for the engineering study. (inclusive of the currently estimated $360 million of
Capex are then required to deliver Phase 1 of the
The core process design and modelling completed
Goschen Project in addition to the funds to be raised
by GPA Engineering as part of the Goschen DFS
under this Prospectus.
validated the feed throughput (including head grade
and mineral assemblage), mass balance, process The Company has commenced confidential
design criteria, process flowsheet, reagent usage discussions and early-stage negotiations with a
rates, utilities demand and recoveries over the number of potential financiers, and on that basis,
LOM Plan. expects a debt/equity ratio of 60/40 will be required.
Indicatively, this is likely to represent debt financing
The current contingency on the estimated Capex
in the vicinity of $300 million and further equity
will be reviewed and adjusted as required upon
financing of approximately $145 million.
completion of this future engineering study to firm-up
the Capex, currently estimated to be in the range of The additional equity financing will involve the
$115-$125 million. issue of additional Shares which may further dilute
existing Shareholders (including Shareholders who
The Hydromet Circuit engineering study will serve
subscribe for Shares in the IPO Offer) dependent on
to bring the level of planning, design, understanding
the manner in which the additional equity is raised.
and integration of the Hydromet Circuit up and in
For example, should a further capital raising be by
line with development level of the remaining facility.
way of an entitlement offer, Shareholders may not be
At the conclusion of this work, the Company will
diluted to the extent they take up their entitlements.
progress with its Hydromet development strategy
to determine whether to proceed with Phase 1A Based on its discussions with potential financiers,
FEED. The Hydromet Circuit engineering study is the Company expects it will need to comply with
not however funded by the IPO Offer and cannot customary financial covenants for project finance
commence until the Company obtains further funds facilities (such as interest coverage ratios and debt
to be allocated for this purpose in future. to equity ratios) and any debt financier will require
security over the assets and undertakings of the
There are a number of risks involved in completing
Goschen Project and may potentially require a
the above hurdles, and these are outlined in further
broader package of security extending to other
detail in Section 4.1.
Group entities. Further details will be released
Until the FID has been made, and each of the above to the market as and when these arrangements
hurdles have been addressed, there is no guarantee are confirmed.
the Company will be able to proceed with the
Committing the Company to significant debt and
base case (Phase 1) Proposed Operation, either at
security arrangements will also expose the Company
all, within the proposed timeframes, or within the
to additional risks.
parameters of the preliminary modelling undertaken
by the Company.
Accordingly, investors who subscribe for Shares
under this Prospectus do so on a speculative basis.

VHM Limited | Prospectus 41

2.11 JORC Tables Reserve Table or relevant JORC Table (as applicable)
prepared by them, in this Prospectus (or the ITAR
In compliance with the JORC Code (2012), the
which forms part of this Prospectus) for the purpose
Company has completed an assessment in respect
of Section 716 of the Corporations Act.
of its Mineral Resources and Ore Reserves within
the Goschen Project area, on an if not, why not The information in the Mineral Resource Table,
basis, against the criteria prescribed in JORC Table 1 Ore Reserve Table and JORC Tables is based on
(JORC Tables). information, and fairly represents information and
supporting documentation compiled by each of
JORC Tables for each of the following areas have
these Competent Persons (as applicable).
been prepared by Mr Graham Howard, Mr Anthony
Keers, and Mr Greg Jones, each a Competent Person 2.12 Victorian Royalty Regime
as defined in the JORC Code:
Under the Victorian royalties regime, the holder of a
Mineral Resource Estimates mining licence must pay royalties in accordance with
the rate or method of assessment and at the times
• Goschen Area 1 – Competent Person:
specified in the licence. As such, royalties will be
Graham Howard;
payable by the Company for any commodities to be
• Goschen Area 2W – Competent Person: produced from the Proposed Operation, noting first
Greg Jones; production is targeted in 2025.
• Goschen Area 3 Extended – Competent Person:
Pursuant to the Mineral Resources (Sustainable
Graham Howard;
Development) (Mineral Industries) Amendment
• Goschen Area 4 – Competent Person: Regulations 2019 (Regulations) as at the date of this
Greg Jones. Prospectus, royalties for any mineral (other than gold
or lignite) are payable at the rate of 2.75% of the net
Ore Reserves
market value of the mineral produced under a mining
• Goschen Area 1 – Competent Person: licence. In addition, royalties are payable at the rate
Anthony Keers; of $1.43 per cubic metre for tailings resulting from
• Goschen Area 3 – Competent Person: work under a licence over Crown land disposed
Anthony Keers. of by the holder of a mining licence. The royalty
rates are reviewed on an ad hoc basis by the
Competent Persons Statements:
Victorian Government, with the last variation in rates
• Competent Person Statements for each of introduced in January 2020.
Mr Howard (in respect of the summary Mineral
Resource Table) and Mr Keers (in respect of If the Company’s gold exploration activities are
the summary Ore Reserve Table) appear in successful, the Company may be subject to further
Annexure A of this Prospectus. royalties in the future.
• Competent Person Statements for each of For all minerals (other than gold), the royalty return
Mr Howard and Mr Jones (in respect of each must be submitted once a year. The failure of a
of the Mineral Resource estimates and JORC licence holder to pay royalties and/or submit royalty
Tables) accompany each of the JORC Tables. returns may result in the issue of penalties under
the Regulations. The information provided in respect
Copies of the JORC Tables can be found in
of royalty returns is used to monitor compliance
Appendix A of the ITAR at Annexure F.
obligations, including expenditure and the status of
Each of the Competent Persons have consented to the site.
incorporation of the Mineral Resource Table, Ore

42 VHM Limited | Prospectus

2.13 Independent Technical (c) Permitting – existing activities
Assessment Report (ITAR) The Company's exploration activities will be
undertaken as Low Impact Exploration (LIE) as
A comprehensive Independent Technical
defined in the Mineral Resources (Sustainable
Assessment Report (ITAR) has been completed
Development) Act 1990.
by CSA Global Pty Ltd in respect of the
Goschen Project. LIE requires the notification to Earth Resources
Regulation of the works program seven days prior to
The ITAR provides further detail in relation to the
commence of works.
Goschen Project and its proposed mining and
processing operations, including in relation to Ore No other permits are required to conduct
Reserves and Mineral Resources estimates and the the proposed program of exploration set out
currently proposed LOM Plan. immediately above.
A copy of the ITAR is contained in Annexure F. 2.15 Cannie Project
Investors (and their advisers) are encouraged to
read the ITAR in full for an independent assessment (a) Overview
of the progress of, and risks associated with, the In 2021, a geophysical survey confirmed previous
Goschen Project. historic drilling results that identified a significant
CSA Global Pty Ltd has consented to inclusion of the deposit of heavy mineral sand located south of the
ITAR in this Prospectus for the purpose of Section Goschen Deposit. This deposit is referred to as the
716 of the Corporations Act. Cannie Project.
The Cannie Project is located approximately 50km
2.14 Exploration Upside Adjacent southwest of Swan Hill and 10km south of Lalbert
to Mining Area Victoria, located within the Company’s tenements
EL6664 and EL6419. The project area is divided into
(a) Overview
a southern (Cannie Towaninny) and northern (Cannie
In addition to the planned development of the Lalbert) region. These target areas are 10km – 20km
Goschen Project, the Company also plans to from the Company’s Goschen Project.
continue to conduct exploration over the VHM
tenements over the next 12 months to expand on The relevant historic heavy mineral sands explorers
the current Mineral Resource estimates. Pursuant to in the Cannie Project area include CRA Exploration
conditions attached to the grant of its exploration Pty Ltd (CRA), Murray Basin Titanium (MBT) and
licences, the Company is required to undertake Corvette Resources.
further exploration drilling and associated activities
(b) Historical exploration
to meet tenement expenditure commitments.
Drill hole intersections of significance identified
(b) Planned activities during an assessment of the historic work
The Company has allocated $800,000 for further inform the Cannie Project area. This work has
licence, exploration, and tenement expenditure defined the Cannie Project area as extending
commitments over the next 12 months, with planned 15km in a north‑south direction and 6km in
activities being: an east‑west direction.

• Drilling program to test historic intersections

and outcomes from 2021 and 2022 airborne
geophysics survey;
• Drill holes to target areas where historic drilling
has intersected significant intervals of heavy
mineral sands; and
• Tenement management and licence fees.

VHM Limited | Prospectus 43

(c) Planned activities There are currently no defined Mineral Resources for
Pursuant to conditions attached to the grant of the Cannie Project.
its exploration licences, the Company is required No further permits are required to enable the
to undertake further exploration drilling and Company to conduct this program of work.
associated activities to meet tenement expenditure The Company has land access agreements in place
commitments. The Company has allocated $800,000 to support this program.
for that purpose over the next 12 month period.

Figure 2.11: Historical drilling Cannie Project area

44 VHM Limited | Prospectus

2.16 Nowie Project 2.17 Basis for Commitments
(a) Overview The proposed use of funds and cash commitments
outlined by the Company in Section 1.7 cover a range
Using 2021 geophysics, historic drilling data and
of matters relating to continued exploration of the
company drilling data has defined a series of
Company’s existing projects (areas surrounding
high-grade strandline deposits and established an
the Goschen Project, Nowie, and Cannie Projects),
aerially extensive sub horizontal sheet deposit in
and to further preparatory work required to assess
what is referred to as the Nowie Project. The Nowie
the ability to deliver the Proposed Operation and
Project is located north to northwest of the Goschen
testwork to advance the Hydromet Circuit. In terms of
Project and includes tenement EL 6666.
the Proposed Operation, the budgets presented are
(b) Historic exploration intended to fund Phase 1 through to FID, rather than to
fund and deliver the Proposed Operation itself.
Exploration has been conducted since 1985 and
includes work completed by BHP, Basin Minerals The Company confirms there are no legal, regulatory,
(Basin) and RGC. All historic exploration searched statutory, or contractual impediments to entering the
for zircon and titanium deposits and overlooked the tenements covered by the resource definition and
Nowie Sheet deposit as a major scale rare earth exploration programs and carrying out the planned
mineral endowment target. exploration and other preparatory activities such that
the Company will be able to spend its allocated cash
Completed in 2021, the Company’s geophysics in accordance with its commitments for the purposes
survey has confirmed significant deposits of heavy of Listing Rules.
mineral sands. There are, however, currently no
defined Mineral Resources for the Nowie Project. No legal, regulatory, statutory, or contractual
impediments exist to the Company carrying out the
(c) Planned activities further studies and FEED work outlined in Section 2.9,
Pursuant to conditions attached to the grant of with advisers and consultants already contracted.
its exploration licences, the Company is required Further legal, regulatory, statutory, and contractual
to undertake work programs in satisfaction of its requirements to deliver the Proposed Operation
licence conditions to meet tenement expenditure and associated infrastructure (after the making of
commitments. The Company has allocated $300,000 FID) are detailed throughout this Section; however,
for that purpose over the next 12 month period. funds from the IPO Offer will not be committed to this
No further permits are required to enable the implementation stage work.
Company to conduct this program of work.
The Company has land access agreements in place
to support this resource definition program.

VHM Limited | Prospectus 45

46 VHM Limited | Prospectus
3. Industry Overview

3.1 Rare Earth Market

Classification and terminology
On the periodic table of elements, rare earth elements comprise the lanthanide series, plus yttrium
and scandium.

Figure 3.1: Atomic numbers and chemical symbols of the 17 rare earth elements in the periodic table.

Rare earth elements are arbitrarily classified as light rare earth elements or oxides (‘LREEs’ or ‘LREOs’) or
heavy rare earth elements or oxides (‘HREEs’ or ‘HREOs’) based on their electron configurations. Collectively
LREOs make up over 90% of the TREO content of a typical rare earth deposit and thereby the vast majority of
the world’s TREO output annually.

3.2 Application of Rare Earth Elements

Rare earth elements are used in small, but often necessary, amounts in hundreds of different technologies,
materials, and chemicals worldwide, for commercial, industrial, social, medical, and environmental applications.
Broadly speaking, the applications of rare earth elements can be divided into the eight end-use categories, as
shown in Table 3.1.

Table 3.1: Rare earth element end-use categories

End-use category Description

Battery alloys
(La, Ce, Pr, Nd) Rare earth elements are used to produce anode materials for nickel–metal hydride
(NiMH) batteries. NiMH batteries are used in hybrid electric vehicles, consumer
electronics, cordless shavers, cordless power tools, baby monitors and other
applications of rechargeable batteries.
Catalysts
(La, Ce) Rare earth elements, such as cerium and lanthanum, are used in catalytic converters
of gasoline and diesel powered vehicles, as well as for fuel-cracking catalysts and
additives used by oil refiners to break down crude oil into lighter distillates, such as
gasoline, diesel, kerosene, and others.
Ceramics, pigments, and glazes
(La, Ce, Pr, Nd, Y) Rare earth elements are used to produce decorative ceramics, functional ceramics,
structural ceramics, bioceramics and many other types of ceramic used in everything
from jet engine coatings, ceramic cutting tools, dental crowns, ceramic capacitors,
ceramic tiles and more.

VHM Limited | Prospectus 47

 End-use category Description
Glass polishing powders and additives
(Ce, La, Er, Gd, Y) Rare earth elements, such as cerium, are used to polish optical glass, hard disk drive
platters, LCD display screens and gemstones, among a long list of applications.
Cerium is also used as an additive in UV-filtering glass and container glass, whereas
lanthanum, yttrium and gadolinium are used to produce high-quality optical glass used
in camera lenses, microscopes, and telescopes.
Metallurgy and alloys
(La, Ce, Ho, Gd, Y) Rare earth mischmetal (a mixture of light REE metals) is used during production of
some types of steel, as well as ductile iron making. Rare earth elements are also used
to produce a variety of alloys, such as ferro-cerium, ferro-holmium, ferro gadolinium,
and a growing list of others.
Permanent magnets
(Nd, Pr, Dy, Tb, Sm) Rare earth elements are used to produce high-strength permanent magnets that have
enabled the production of ubiquitous gadgets and electronics, such as mobile phones
and laptops, as well as power-dense, energy-efficient electric motors and generators
used in electric vehicles, wind turbines, energy-efficient appliances, and hundreds of
other applications.
Phosphors
(Ce, La, Y, Tb, Eu) Rare earth elements are used in phosphors for energy-efficient lamps, display screens
and avionics, and are added to fiat currency in some nations as an anti counterfeit
measure.
Other
(La, Ce, Nd, Dy, Aside from the above-described end uses and categories, rare earth elements are
Tb, Gd, Lu, Tm) used in a long list of other end uses and applications, including many in defence,
medicine, aerospace, agriculture, and the high-tech and chemical industries.

Despite accounting for only 42% of the overall rare earth element usage by volume, the permanent magnet
category is by far the most valuable of all eight categories, accounting for 93% of global TREO consumption by
value in 2020. The share is expected to increase further due to the importance of these permanent magnets
in growing clean energy initiatives globally and growth in demand for electronic gadgetry.

48 VHM Limited | Prospectus

3.3 Demand for Rare Earth Elements The proliferation of NdFeB magnets and the
growing push for both gadgetry and clean energy
Adamas estimates global demand for most end-use
applications imply demand for rare earth elements
categories will grow at 7.7% in 2022 that follows an
is likely to be skewed towards those such as
expected 11% growth in 2021. Post-2022, demand for
neodymium, praseodymium, dysprosium, and
rare earth elements is expected to grow on a CAGR
terbium. As such, demand for these four rare earth
of 5.7% until 2030.
elements is expected to grow faster than demand for
The demand for rare earth minerals is expected all other rare earth elements, challenging the ability
to grow materially over the next decade. The of the supply side to keep up.
International Energy Agency (IEA) forecasts the
number of electric vehicles (EVs) will grow from 10 3.5 Summary
million in 2020 to almost 150 million in 2030. With China’s rare earth production expected to
increase modestly in the years ahead, and few
3.4 Demand Growth will be led by alternative sources of supply expected to come on
Permanent Magnet Category stream, Adamas estimates that availability of certain
Driven by growing demand for NdFeB permanent rare earth elements will grow increasingly scarce
magnets used in electric vehicle (EV) traction motors, from 2021 onwards.
wind-power generators, consumer appliances and From 2021 to 2030, Adamas expects the global
other end-use applications, Adamas estimates rare earth industry will consistently under produce
the global TREO demand for permanent magnet neodymium, praseodymium, dysprosium, and
production will grow at 8.6% CAGR from around terbium oxides (or oxide equivalents), resulting in
65,500 tonnes in 2020 to more than 148,000 tonnes the depletion of historically accumulated inventories
in 2030. and, ultimately, shortages of these critical magnet
By 2030, Adamas projects permanent magnets will materials if supply is not increased beyond levels
drive 51% of global TREO demand by volume and currently anticipated.
over 90% of the market’s value each year. The Goschen Project offers strong economic
Within the permanent magnet category, the exposure to the rare earth permanent magnet sector,
anticipated gradual adoption of the EV industry will which is the fastest growing end-use category and
lead the demand for NdFeB-based magnets, driven most in need of additional rare earth supplies.
by commercial EV traction motors (40.2% CAGR),
passenger EV traction motors (20.9% CAGR) 3.6 Global Mineral Sands
and other ‘e-mobility’ segments such as electric Market Overview
bicycles, scooters, motorcycles, and low-speed The mineral sands industry involves two principal
passenger EVs (14.4% CAGR). Collectively this EV product chains. The first is the supply of titanium
end-user segment is expected to be responsible raw material, generally called titanium feedstocks
for 23% of global TREO demand for permanent and predominantly used for the production of TiO2
magnets. Considering additional uses of NdFeB pigment, with much smaller amounts used for the
magnets in EVs, including micromotors, sensors and production of titanium metal sponge and welding
loudspeakers, Adamas conservatively estimates that electrode fluxes. The second is the supply of zircon
EVs will drive one-quarter of global TREO demand sand to a wide range of consuming industries, of
for permanent magnets annually by 2030. which the ceramics sector is the most important.
The rare-earth-containing minerals monazite
and xenotime are present in many mineral sands
deposits. Sales of these minerals have recently
resumed with them either sold contained in a mineral
concentrate also containing various other valuable
heavy minerals, or in more concentrated forms with
due care for potential elevated radioactivity.

VHM Limited | Prospectus 49

3.7 The Zircon Market and Products 3.8 The Titanium Market and Products
The zircon market consists of a diverse range of end The titanium feedstock minerals are defined by
uses dominated by ceramics, predominantly tiles and their titanium dioxide (TiO2) content. Ilmenite
sanitaryware, which account for approximately half of (35-65% TiO2) is the most abundant. Rutile
global consumption. End-uses also include refractory, (90-95% TiO2) is the mineral with the highest TiO2
foundry and specialty chemical and materials as well content. Leucoxene is an altered ilmenite product
as other minor uses. containing from 65% to over 90% TiO2.
Demand for zircon was within the range of 1.15 to The vast majority of titanium feedstock minerals are
1.24 million tonnes per annum for the years 2015 exported to TiO2 pigment manufacturers around
to 2019. The onset of COVID-19 disrupted the market the globe. TiO2 pigment is used as an opacifier,
in 2020 with demand decreasing to 1.02 million brightener, whitener, and/or UV protector in paint,
tonnes. Demand recovered in 2021 to an estimated industrial coatings, plastics, laminate materials,
1.19 million tonnes. and paper. Titanium feedstock minerals are
also used in the welding electrode and titanium
Most zircon is produced as a by-product of titanium
metal industries.
feedstock production. Supply of zircon has been
relatively closely matched to demand over the period Demand for titanium feedstocks has grown from
from 2015 to 2021. However, supply from existing 6.7 million TiO2 units in 2015 to an estimated
operations is predicted to decline over the period 7.7 million TiO2 units in 2020. Growth from 2020 to
to 2030. In addition, development of new sources 2030 is expected by TZMI to be at a CAGR of 3.2%.
of supply has been slower than expected leading to
Demand for lower TiO2 grade feedstocks is currently
an expected deficit over the period to 2030 without
supported by increasing demand from China to
new supply sources.
supply beneficiation operations. Demand for higher
If demand grows at a Compound Annual Growth TiO2 grade feedstocks is currently supported by a
Rate (CAGR) of 2.4% (as estimated by TZMI) through structural supply deficit.
to 2030 and no new projects are brought into
production, then an estimated 0.7 million tonne
deficit could result.
Zircon prices have been on the increase since a
low of below USD900 per tonne free on board
(FOB) in 2016 to an estimated USD1,740 per tonne
FOB in Q4 2021. Price estimates from TZMI show
this increasing above USD2,000 per tonne before
potentially moderating below this level in 2025 as
new incremental supply enters the market.

50 VHM Limited | Prospectus

VHM Limited | Prospectus 51
52 VHM Limited | Prospectus
4. Risk Factors
As with any share investment, there are risks (c) Future capital requirements
involved. This Section identifies the major areas of The Company has no operating revenue and is
risk associated with an investment in the Company unlikely to generate any operating revenue unless
but should not be taken as an exhaustive list of the and until its projects are successfully developed and
potential risk factors to which the Company and production commences.
its Shareholders are exposed. Potential investors
should read the entire Prospectus and consult their The Company will require ongoing funding to meet
professional advisers before deciding whether to its objectives of developing and operating the
apply for Securities pursuant to the Offer. Proposed Operation, meeting obligations to maintain
licensing tenure and to settle on the purchase of
Potential investors are also directed to the ITAR land which the Company has contracted to buy.
at Annexure F which provides an independent Section 2.10 details the further debt and equity
assessment of progress and risks relating to the financing which the Company expects it will require
Goschen Project. to achieve these aims. There can be no certainty that
Any investment in the Company under this the Company can raise the funds to undertake the
Prospectus should be considered highly speculative. development of these projects.
Any equity financing will be dilutive to Shareholders
4.1 Risks Specific to the Company and may be undertaken at lower prices than the
(a) Limited history then market price. Debt financing, if available,
The Company was incorporated in July 2014 and may involve restrictive covenants which limit the
therefore has limited operational and financial history Company’s operations and business strategy.
on which to evaluate its business and prospects. The Although the Directors believe that additional capital
prospects of the Company must be considered in can be obtained, no assurances can be made that
light of the risks, expenses and difficulties frequently appropriate capital or funding, if and when needed,
encountered by companies in the early stages will be available on terms favourable to the Company
of their development, particularly in the mineral or at all. If the Company is unable to obtain additional
exploration sector, which has a high level of inherent financing as needed, it may be required to reduce
risk and uncertainty. No assurance can be given the scope of its activities, and this could have a
that the Company will achieve commercial viability material adverse effect on the Company’s activities
through the successful exploration on, or mining including resulting in its tenements being subject to
development of, its projects. Until the Company is forfeiture and could affect the Company’s ability to
able to realise value from its projects, it is likely to continue as a going concern.
incur operational losses.
(d) Potential for dilution
(b) Conditionality of IPO Offer On completion of the IPO Offer and the
The obligation of the Company to issue the subsequent issue of Securities pursuant to the
Securities under the IPO Offer is conditional on ASX IPO Offer, the number of Shares in the Company
granting approval for Admission to the Official List. will increase from 139,781,273 to 189,665,841
If this condition is not satisfied, the Company will not (assuming the Minimum Subscription is raised).
proceed with the IPO Offer. Failure to complete the This means the number of Shares on issue will
IPO Offer may have a material adverse effect on the increase by approximately 35.69%. On this basis,
Company’s financial position. existing Shareholders should note that if they do
not participate in the IPO Offer (and even if they
do), their holdings may be considerably diluted
(as compared to their holdings and number of Shares
on issue as at the date of this Prospectus).
Further, additional equity funding required to deliver
the Proposed Operation may also be dilutive. Refer
also to Section 2.10.

VHM Limited | Prospectus 53

(e) Permitting risk – Proposed Operation While the Goschen DFS has been completed, there
The Company’s ability to proceed with the Proposed are still several other factors and hurdles that need
Operation is dependent upon its ability to secure all to be adequately addressed before the economic
necessary approvals, permits and licences. The most viability of the projects can be confirmed. Until these
material approvals yet to be obtained include matters are addressed, it would not be prudent for
securing a mining lease, obtaining all necessary the Board to commit the Company to proceeding
environmental approvals, planning approvals and with these projects.
an approved work plan.
(g) LOM Plan
Before construction can commence on the Goschen The Goschen Project Life of Mine (LOM) Plan
Project, part of Retention Licence 6806 needs to be discussed in Section 2.7(c) of this Prospectus is
converted to a mining lease. There is no certainty based on Goschen DFS independent commodity
this will occur or if it does, that the mining lease will marketing analysis and a range of other factors.
be subject to conditions which are acceptable to The Company is undertaking further engineering and
the Company. design as part of ongoing refinement of accuracy
A number of environmental and social impact and precision of engineering, capital and operating
assessments are underway to support the approvals estimates that are used as inputs into the LOM
requirements for the Company’s Goschen Project. Plan. This work will further test base case inputs
These assessments are undertaken by appropriately and outputs which could lead to adjustments in
qualified and experienced consultants. To date, all proposed development plan and the LOM Plan. As
consultants have stated their baseline monitoring the Company moves through its further assessment
and assessments are sufficient to inform the and preparatory work in relation to the Goschen
environmental approval requirements. There is a risk Project, there is a risk that key assumptions on which
that regulators may not consider their requirements the LOM Plan is based may prove to be untrue or
to have been met. This may result in the need for require adjustment. This could result in material
additional baseline monitoring and/or rework of changes to expected Capex or Opex, financing costs,
consultant assessment reports, which may delay the commodity prices and other factors, which could
Company’s approval schedule. There is also a risk of either significantly change the expected financial
delays caused by community unrest. outcomes or even jeopardise the economic viability
of the Goschen Project.
As approvals could be delayed due to a change
in Government at the scheduled November 2022 Currently the Company has developed its plant
Victorian State election, the Company has built design based on the Goschen DFS, results of JORC
in further contingencies in the approval schedule 2012 Ore Reserve statement and approvals program.
based on advice received from regulators and There is a risk that the design may be inappropriate,
specialist consultants. but it is intended that progressive programs of
engineering and procurement (as described in
There is no guarantee the Company will be able to Section 2) should de-risk the development of further
obtain all required approvals, licences and permits. stages of the Goschen Project. The Company intends
To the extent that required authorisations are not to conduct a FEED phase as part of the use of funds.
obtained or are delayed, the Company’s operational
and financial performance may be materially (h) Regulatory risk
adversely affected.
The availability and rights to explore and produce
Refer to Sections 2.7(f) and 2.9 for further details on REM, the ability to develop the Proposed Operation,
required approvals and the current progress that has as well as operational profitability generally, can
been made toward achieving them. be affected by changes in government policy
which are beyond the control of the Company.
(f) Final Investment Decision The governments of the relevant States in which the
As discussed in detail in Section 1.9, the Company Company has interests conduct reviews from time to
is yet to make the FID to proceed with the time of policies in connection with the granting and
Goschen Project. administration of exploration and mining tenements
and related permits and approvals.

54 VHM Limited | Prospectus

Changing attitudes to environmental matters, Likewise, if any counterparty party defaults in the
land care, cultural heritage, and indigenous rights, performance of their obligations, it may be necessary
together with the nature of the political process, for the Company to seek a legal remedy, which can
provide the possibility for future policy changes. be costly. Either of these outcomes could result in a
There is a risk such changes may affect the potential delay to project development and may deny
Company’s current or planned operations. the Company access to the Ore Reserves located on
those properties.
(i) Offtake risk
These contracts have however been structured to be
The Company has signed a legally binding
binding on the vendors (and are no longer conditional)
MOU with Shenghe in respect of over 50% of its
with long dated settlement dates, providing flexibility
nameplate production, for an initial three year term.
for the Company to determine when to complete the
This commitment is however subject to certain
acquisitions based on operational requirements.
conditions first being met (as described at Section
7.1). There is no guarantee that these conditions The fourth pending land acquisition is necessary to
will be met. reduce permitting risk and secure access to a portion
of the Ore Reserves. Should this land not be secured
Additionally, the Company is yet to secure offtake
there is a risk that the mining footprint may need to
arrangements for the balance of its expected
be reduced and may deny the Company access to the
production from the Proposed Operation.
Ore Reserves located on this property. Negotiations
The Company's ability to generate sufficient revenue
are however well advanced and are expected to
or to secure debt financing for the Goschen Project
conclude in Q4 2022.
is dependent upon its ability to secure offtake
partners for all or most of its production. There can (k) Native title risk
be no certainty the Company can enter into offtake
In relation to the Tenements, there may be areas over
contracts covering all of its production, at prices or
which legitimate common law native title rights of
on terms which support the economics or funding
Aboriginal Australians exist. Where native title rights
of the Company’s projects.
do exist, the ability of the Company to gain access to
(j) Land acquisition risk the affected parts of a Tenement or to progress from
exploration to development and mining operations
Certain of the Company’s wholly owned subsidiaries
may be adversely affected. Generally, risk associated
are party to land acquisition contracts for freehold
with native title for mining activities centres on the
land on which many of the Company’s projects are
validity of ‘future acts’, being something that is done
located, including the Goschen Project. Control of the
on land / waters, or the authorisation of such activities,
land is critical to being able to conduct the proposed
which would be inconsistent with native title.
mining operations. These subsidiaries currently owe
the vendors an aggregate amount of approximately The grant of mining authorisations (such as a mining
$13 million under the contracts, payable in monthly licence for the land covered by a retention licence)
instalments over five years in the case of one contract typically constitutes a ‘future act.’ A ‘future act’ can be
and ten years in the case of two others. lawfully undertaken if it is validated pursuant to certain
procedures set out in the Native Title Act 1993 (Cth)
A fourth land acquisition agreement is expected
(NT Act). Native title risk associated with future acts
to be concluded for additional freehold land within
typically crystallises when a ‘future act’ undertaken in
the project area in the next 4 - 6 weeks, with total
non‑conformity with the procedures in the NT Act is
consideration of approximately $2.7 million, payable
invalid to the extent of inconsistency with native title,
in instalments within six months of signing. The ability
and compensation may be payable for actions that
to continue to meet those payments is dependent on
impair the exercise of native title rights.
the ability to raise further capital (including under the
IPO Offer). Native title risk also arises in relation to tenements
which are yet to be granted to the Company (this
If the subsidiaries are unable to make these
includes any mining licences sought in the future for
payments, there is a risk that the contracts will be
the land covered by retention licence RL6806 or any
terminated, and the subsidiaries will not acquire
of the other Tenements).
the land.

VHM Limited | Prospectus 55

This risk can be managed by following appropriate Having said this, the various statements have
‘future act’ validation procedures under the NT been prepared by differing Competent Persons,
Act, such as the ‘right to negotiate’ process or at differing times, and using differing commodity
entry into an Indigenous Land Use Agreement price decks. Estimates which were valid when
(ILUA) with registered native title holders or initially prepared may alter significantly when new
claimants. Project scheduling must, therefore, information or techniques become available or
consider and address any need to comply with when updated commodity price decks are used. In
‘future act’ procedures. addition, by their very nature, Mineral Resource and
Ore Reserve estimates are imprecise and depend to
The Company’s Tenements currently overlap a native
some extent on interpretation which may prove to be
title claim, native title determination and two ILUAs to
inaccurate.
varying degrees, outlined in the Solicitor’s Tenement
Report. It is possible the terms and conditions of any (o) Hydromet Circuit
such ILUAs may be unfavourable for, or restrictive
In May 2022, the Company commenced early
against, the Company.
process and testwork definition for the Phase 1A
Refer to Section 6 of the Solicitor’s Tenement Report Hydromet Circuit to establish a basis for the further
for further information relating to native title. engineering study.

(l) Land access risk The core process design and modelling completed
by GPA Engineering in early 2022 validated the
The Tenements overlap with land that is the subject
feed throughput (including head grade and mineral
of other rights, including:
assemblage), mass balance, process design criteria,
(i) Parcels of private land; process flowsheet, reagent usage rates, utilities
(ii) Crown Land which is restricted under the demand and recoveries over the LOM Plan.
Victorian Mining Act; and This Hydromet Circuit is proposed to be included
(iii) Crown land that falls within the Box-Ironbark within the Phase 1A processing of the Goschen
region of the state of Victoria. Project. The Hydromet Circuit is scheduled to
commence operations approximately 18 months post
Any delays or costs in respect of conflicting first production of Phase 1 Base Project (with timing
third‑party rights, obtaining necessary consents, or to be reviewed at Phase 1 FID). Further testwork
compensation obligations may adversely impact the and engineering work is required to be undertaken
Company’s ability to carry out exploration or mining to finalise the plans and inform final assessment of
activities within the affected areas. the Hydromet Circuit, for which further funding will
be required in addition to the IPO Offer proceeds.
(m) Contract risk This further study is needed to affirm understanding
The operations of the Company will require the of design, schedule, cost, and implementation.
involvement of a number of third parties, including Uncertainties will remain until all studies are
suppliers, contractors, and customers. With respect completed and implementation occurs.
to these third parties, and despite applying best
practice in terms of pre-contracting due diligence, (p) Results of studies
the Company is unable to avoid the risk of financial The Company has already undertaken a number
failure, performance failure or default by a contractor of studies to progress the Goschen Project to its
or customer. current point, including the Goschen DFS. Subject to
the results of exploration and testing programs to
(n) Mineral Resource and Ore Reserve be undertaken, the Company may progressively
estimates undertake a number of studies in respect to its
The Company’s present Mineral Resource and Ore projects. These studies will include the Goschen
Reserve estimates are compliant with the JORC Project FEED studies (for Phase 1) and (subject to
Code 2012 and are expressions of judgement based further funds being raised) Hydromet Circuit
on knowledge, experience, and industry practice. engineering study (for Phase 1A).

56 VHM Limited | Prospectus

Any studies will be completed within parameters expenditure and exploration programs. Whether it
designed to determine the economic feasibility can do so will depend largely upon an efficient
of a project within certain limits. There can be no and successful operation and exploitation of the
guarantee that any of the studies will confirm the resources and associated business activities and
economic viability of the projects. management of commercial factors.
Even if a study confirms the economic viability of a The mining and exploration activities of the Company
project, there can be no guarantee that the Company may be affected by a number of factors, including
can raise the development funding or that the but not limited to geological conditions; failure to
project will be successfully brought into production achieve predicted grades and/or resources in future
as assumed or within the estimated parameters in project mining and processing of ore; operational
the pre-feasibility study (e.g. operational costs and and technical difficulties encountered in mining and
commodity prices) once production commences. processing and tailings deposition; unanticipated
metallurgical or recovery problems which may
(q) Price rise risk affect extraction costs; insufficient or unreliable
All costing and pricing used by the Company to infrastructure, such as power, water and transport;
estimate Capex, Opex and future funding required to force majeure events; power outages; adverse/
deliver the Proposed Operation are best estimates seasonal weather patterns; critical equipment
based on Goschen DFS data as at March 2022, failures; continued availability of the necessary
which reflects real time pricing and data received technical equipment, plant and appropriately skilled
during the final calendar quarter of 2021. There can and experienced technicians; labour shortages;
be no certainty that costs, and prices will not industrial and other accidents; industrial disputes;
increase (including due to inflation in the ordinary improper, defective and negligent use of technical
course) between now and the Company making plant and equipment; improper, defective and
contractual commitments for each of the relevant negligent conduct by employees, consultants and
Goschen Project inputs. contractors; adverse changes in government policy
or legislation; and access to the required level of
(r) New miner and execution risk funding and unforeseen cost changes beyond the
While key members of the Board and Executive team control of the Company can negatively impact the
have deep industry experience in developing and Company’s activities, thereby affecting its future
operating mines, the Company has not previously profitability and the value of its securities.
operated a mine. There is a risk that unforeseen geological and
The development and delivery of substantial projects geotechnical difficulties may be encountered when
such as the Proposed Operation will consume a developing and mining Ore Reserves. Unforeseen
large amount of management time and attention geological and geotechnical difficulties could impact
and will require the Company to scale up its production and/or require additional operating or
workforce over time. It also carries significant risks, capital expenditure to rectify problems and thereby
including potential delays or costs in implementing have an adverse effect on the Company’s financial
necessary changes, and difficulties in establishing and operational performance.
new operations. Further, until completion of all FEED and further
testwork discussed in this Prospectus and securing
(s) Operational and cost risk
proposals for an EPC contract and other required
If the Company is able to successfully develop and infrastructure, the Company’s final Capex and Opex
deliver the Proposed Operation, it will be subject to a estimates will be subject to adjustment.
number of additional risks involved in running mining
and processing operations. The Company’s future
success would be dependent upon a continuation
of production generating operating surpluses to
service debt financing and provide necessary
working capital, including funding its other planned

VHM Limited | Prospectus 57

(t) Access to services Furthermore, notwithstanding that an acquisition
Given the high levels of activity in the resources may proceed upon the completion of due diligence,
industry currently, it may be difficult for the Company the usual risks associated with the new project/
to procure access to the necessary services to business activities will remain.
undertake exploration and related activities at its
(w) Liquidity risk
key projects. These services include but are not
limited to access to drill rigs and drilling crew via the Even if the Company achieves Admission, there can be
relevant contractors, geologists, and timely access to no guarantee that its securities will trade in sufficient
assay labs and results therefrom. quantities to achieve liquidity.

(u) Access to personnel and (x) Occupational health and safety

personnel housing Safety is a fundamental risk for any exploration and
Australia’s labour market is currently experiencing production company particularly concerning personal
a number of constraints which may make it difficult injury, damage to property and equipment and other
to procure sufficient personnel to operate the losses. The occurrence of any of these risks could
Goschen Project. Accommodation opportunities in result in legal proceedings against the Company and
the towns closest to the project area (Kerang and substantial losses to the Company due to injury or loss
Swan Hill) are also constrained. If adequate of life, damage or destruction of property, regulatory
accommodation (or transport to site) cannot be investigation, and penalties or suspension of operations.
sourced, the Company may need to update its
(y) Rehabilitation of tenements
development plans to include the construction of an
on-site accommodation camp which would have a In relation to the Company’s proposed operations,
corresponding impact on both Capex and Opex. issues could arise from time to time regarding
abandonment costs, consequential clean-up costs,
(v) New projects and acquisitions environmental concerns, and other liabilities. In
Although the Company’s immediate focus will these instances, the Company could become subject
be on its existing projects, as with similar entities to liability.
conducting development activities, it will pursue
(z) Insurance risk
and assess other new business opportunities in
the resource sector over time which complement The Company maintains insurances relevant to its
its business. These new business opportunities current activities. However, if/ when it progresses
may take the form of direct project acquisitions, the development of the Proposed Operation, it will
joint ventures, farm-outs, farm-ins, acquisition of require additional insurances suitable for its stage
tenements/permits, and/or direct equity participation. of development and operations, and consistent with
prudent industry practice. No assurances can be
The acquisition of projects (whether completed or given that the Company will be able to obtain such
not) may require the payment of monies (as a deposit additional insurance coverage or will be able to obtain
and/or exclusivity fee) after only limited due diligence it at reasonable rates, or that any coverage that it
or prior to the completion of comprehensive arranges will be adequate and available to cover any
due diligence. There can be no guarantee that such claims.
any proposed acquisition will be completed or
be successful. If the proposed acquisition is (aa) R&D claims
not completed, monies advanced may not be As an explorer, the Company has previously claimed
recoverable, which may have a material adverse material amounts of tax offsets in respect of its
effect on the Company. research and development activities. These claims
If an acquisition is completed, the Directors have been self-assessed, but are subject to
will need to reassess at that time, the funding comprehensive criteria and may be subject to future
allocated to current projects and new projects, audit and adjustment or claw-back.
which may result in the Company reallocating
funds and/or raising additional capital (if available).

58 VHM Limited | Prospectus

4.2 Mining Industry Risks (c) Exploration and development risks
Mineral exploration and development are a speculative
(a) Title risk
and high-risk undertaking which may be impeded
Interests in all tenements in Victoria are governed by by circumstances and factors beyond the control of
State legislation and are evidenced by the granting the Company. Even where apparently viable mineral
of licenses or leases. Each license or lease is for a resources are identified, there is no guarantee that
specific term and carries with it annual expenditure they can be economically exploited due to changes
and reporting commitments, as well as other in parameters such as downward commodity
conditions requiring compliance. Failure to comply price fluctuations.
with these conditions may result in forfeiture of the
Company’s tenements. The delivery of the Goschen DFS is a significant
de-risking step which informs the project definition and
Further, the Company’s tenements are subject to commercial packages which are to be taken forward as
periodic renewal. While there is no reason to believe part of FEED phase. FEED will refine the project definition
such renewals will not be granted, the Company and commercial work packages. Even with the delivery of
cannot guarantee this will occur. New conditions the Goschen DFS there are future risks such as negative
may also be imposed on the tenements under change in commodity prices, which could potentially
the renewal process which may adversely affect delay economic exploitation of the Ore Reserves.
the Company.
The exploration and development activities of the
Consequently, the Company could be exposed to Company may be adversely affected by a range of
additional costs, have its ability to explore or mine factors including geological conditions, unanticipated
the tenements reduced or lose title to or its interest technical and operational difficulties, seasonal weather
in the tenements if license conditions are not met or patterns, contracting risk from third parties providing
if insufficient funds are available to meet expenditure essential services and changing government laws
commitments. and regulations.
The Company also cannot give any assurance that
title to such tenements will not be challenged or
(d) Metallurgy
impugned. Accordingly, there is a residual risk that, Metal and/or mineral recoveries are dependent upon
despite the Company’s investigations, the tenements the metallurgical process that is required to liberate
may be subject to prior unregistered agreements or economic minerals and produce a saleable product and
transfers, or title may be affected by unregistered by nature contain elements of significant risk such as:
encumbrances, third party interests or defects. (i) identifying a metallurgical process through
test work to produce a saleable metal and/or
(b) Aboriginal cultural heritage risk
concentrate;
There are Aboriginal heritage objects and/or places
within the area of the Company’s tenements which (ii) developing an economic process route to produce
are either registered or have been lodged for a metal and/or concentrate; and
registration. (iii) changes in mineralogy in the ore deposit can
There is a risk that additional Aboriginal objects result in inconsistent metal recovery, affecting the
or places may exist on the land the subject of the economic viability of the project.
tenements, and it is an offence to disturb or damage
(e) Resource estimation risks
such objects or places without a cultural heritage
permit or approved cultural heritage management The Company has already defined a resource at its
plan. The existence of such objects or places may Goschen Project and intends to undertake further
preclude or limit mining activities in certain areas of exploration activities at Goschen and to develop the
the tenements or cause delays in the progression of ore bodies at its Cannie and Nowie Projects. However,
the development of a mine. no assurances can be given that the exploration will
result in the determination of any additional resources.
Even if such resources are expanded or identified,
no assurance can be provided that this can be
economically extracted.

VHM Limited | Prospectus 59

(f) Payment obligations (i) Competition risk
Pursuant to the licences comprising the Company’s The industry in which the Company will be involved
projects, the Company will become subject to is subject to domestic and global competition and
payment and other obligations. In particular, holders the Company will have no influence or control
are required to expend the funds necessary to meet over the activities or actions of its competitors.
the minimum work commitments attaching to its Other companies may develop new projects or
tenements. Failure to meet these work commitments expand their existing projects which result in greater
may render the tenements subject to forfeiture or supply coming into the market which adversely
result in the holders being liable for fees. Further, affects the price the Company will receive for
if any contractual obligations are not complied its production.
with when due, in addition to any other remedies
that may be available to other parties, this could (j) Environmental risk
result in dilution or forfeiture of the Company’s The Company’s activities are subject to State
interest in its existing projects. Further details of and Federal laws and regulations concerning the
these conditions and obligations are set out in environment. As with most exploration projects and
Section 5 (and Schedule 1 to 3 of the Solicitor’s mining operations, the Company’s activities are
Tenement Report). expected to have an impact on the environment,
particularly if advanced exploration or field
(g) Minerals and currency price volatility development proceeds.
The Company’s ability to proceed with the
The Company’s tenements are subject to conditions,
development of the Proposed Operation and its
including in respect of environmental matters. Such
other projects, and benefit from any future mining
conditions are on standard terms setting out the
operations will depend on market factors, some of
minimum operating requirements which the licence
which may be beyond its control.
holder must comply with.
As the Company’s potential earnings will be largely
The Company intends to conduct its activities
derived from the sale of REM and heavy mineral
in an environmentally responsible manner and
sands, the Company’s future revenues and cash
in compliance with all applicable laws, including
flows will be impacted by changes in the prices and
all conditions of its environmental approvals.
available market for these commodities. The price for
Areas disturbed by the Company’s activities will be
heavy mineral sands and REM are negotiated prices
rehabilitated as required by regulatory authorities.
and so any substantial decline in the prices of these
commodities or increase in transport or distribution The disposal of mining and process waste
costs may have a material adverse effect on the and mine water discharge are under constant
Company and the value of its Shares. legislative scrutiny and regulation. There is a risk
that environmental laws and regulations become
Commodity prices fluctuate and are affected
more onerous making the Company’s operations
by numerous factors beyond the control of the
more expensive.
Company. These factors include current and
expected future supply and demand, forward selling Approvals are required for land clearing and for
by producers, production cost levels in major mineral ground disturbing activities. However, the Company
producing centres and macroeconomic conditions may be unsuccessful in obtaining an approval, or
such as inflation and interest rates. may obtain an approval on unacceptable conditions
or even with an approval, the Company may be the
(h) Exchange rate risk subject of accidents or unforeseen circumstances
The international prices of most commodities are that could subject the Company to extensive liability.
denominated in United States dollars while the
Company cost base will be in Australian dollars.
Consequently, changes in the Australian dollar
exchange rate will impact on the earnings of
the Company.

60 VHM Limited | Prospectus

(k) Licences, permits and approvals – general (m) Climate change risks
The Company holds all material authorisations Mining of mineral resources is relatively energy
required to undertake the exploration programs intensive and is dependent on the consumption of
described in this Prospectus. However, many of the fossil fuels. As a mining development company, the
mineral rights and interests held by the Company are Company is exposed to both transition risks and
subject to the need for ongoing or new government physical risks associated with climate change.
approvals, licences and permits.
Climate change is a risk the Company has
The Company’s exploration and proposed considered, particularly related to its operations
development activities are also subject to other in the mining industry. The climate change risks
extensive laws and regulations relating to numerous particularly attributable to the Company include:
matters including resource licence consent,
(i) transitioning to a lower-carbon economy may
conditions including environmental compliance and
entail extensive policy, legal, technology and
rehabilitation, taxation, employee relations, health
market changes. Increased regulation and
and worker safety, waste disposal, protection of
government policy designed to mitigate climate
the environment, native title and heritage matters,
change may adversely affect the Company’s
protection of endangered and protected species and
cost of operations and adversely impact the
other matters. The Company will require approvals,
financial performance of the Company; and
consents, or permits from government or regulatory
authorities to authorise these operations, which may (ii) physical risks resulting from climate change
not be forthcoming, or which may not be able to be can be acute or chronic. Acute physical risks
obtained on terms acceptable to the Company. This refer to those that are event-driven, including
said, there is no reason to believe that necessary increased severity of extreme weather events,
government and regulatory approvals will not be such as cyclones or floods. Chronic physical
forthcoming although there is a further risk that risks refer to longer term shifts in climate
the obtaining of these approvals may be delayed. patterns (for example, sustained higher
The costs and delays associated with obtaining temperatures) that may cause sea level rises
necessary permits and complying with these permits or chronic heat waves. The transition and
and applicable laws and regulations could materially physical risks associated with climate change
delay or restrict the Company from proceeding with (including also regulatory responses to such
the development of a project. issues and associated costs) may significantly
affect the Company’s operating and financial
(l) Reliance on key personnel performance.
The responsibility of overseeing the day-to-day
operations and the strategic management of the
Company depends substantially on its senior
management and its key personnel. The Company
may be detrimentally affected if one or more of the
key management or other personnel cease their
engagement with the Company.

VHM Limited | Prospectus 61

4.3 General Risks (e) Litigation risks
The Company is exposed to possible litigation
(a) Economic risks
risks including native title claims, tenure disputes,
The future viability of the Company is also environmental claims, occupational health and safety
dependent on a number of other factors affecting claims and employee claims. Further, the Company
performance of all industries and not just the may in the ordinary course of business become
exploration and mining industries. involved in litigation and disputes, for example
with service providers, customers or third parties
(b) Market conditions infringing the Company’s intellectual property rights.
The market price of the Shares can fall as well as Any such claim or dispute if proven, may impact
rise and may be subject to varied and unpredictable adversely on the Company’s operations, financial
influences on the market for equities in general and performance, and financial position. The Company is
resource exploration stocks in particular. presently being prosecuted by WorkCover WA for an
Further, share market conditions may affect the value inadvertent failure to obtain workers compensation
of the Company’s quoted Shares regardless of the insurance in Western Australia. The Company
Company’s operating performance. Share market expects that any financial exposure will be covered
conditions are affected by many factors such as: by its insurance.

(i) general economic outlook; (f) Taxation

(ii) interest rates and inflation rates; The acquisition and disposal of Securities will have
tax consequences, which will differ depending
(iii) currency fluctuations;
on the individual financial affairs of each investor.
(iv) changes in investor sentiment; All potential investors in the Company are urged
to obtain independent financial advice about the
(v) the demand for, and supply of, capital; and
consequences of acquiring Securities from a taxation
(vi) terrorism or other hostilities. point of view and generally.
Neither the Company nor the Directors warrant the To the maximum extent permitted by law, the
future performance of the Company or any return on Company, its officers, and each of their respective
an investment in the Company. advisers accept no liability and responsibility with
respect to the taxation consequences of applying for
(c) Technology Shares under this Prospectus.
Any failure or delay in developing new technology
or an inability to exploit technology as successfully (g) Unforeseen expenditure risk
or cost-effectively as competitors could result in a Expenditure may need to be incurred that has not
decrease in customer demand, which could have a been taken into account by the Company. Although
material adverse effect on the Company’s business the Company is not aware of any such additional
and cash flows, prospects for growth, financial expenditure requirements, if such expenditure is
condition, and results of its operations. subsequently incurred, this may adversely affect the
expenditure proposals of the Company.
(d) Force majeure
Events may occur within or outside the markets
in which the Company operates that could impact
upon the global or Australian economies and
the operations of the Company. These events
include acts of terrorism, outbreaks of international
hostilities, fires, pandemics, floods, earthquakes,
labour strikes, civil wars, natural disasters, outbreaks
of disease, and other man-made or natural events or
occurrences that can have an adverse effect on the
Company’s ability to conduct business.

62 VHM Limited | Prospectus

(h) Infectious diseases COVID-19 (k) Other risks
The coronavirus disease (COVID-19) is continuing This list of risk factors is not an exhaustive list of the
to impact global economic markets. The nature risks faced by the Company or by investors in the
and extent of the effect of the outbreak on the Company. The risk factors described in this Section
performance of the Company remains unknown. as well as risk factors not specifically referred to
above may in the future materially affect the financial
The Company’s share price may be adversely
performance of the Company and the value of
affected in the short to medium term by the
its securities.
economic uncertainty caused by COVID-19.
Further measures to limit the transmission of the 4.4 Speculative Investment
virus implemented by governments around the
world (such as travel bans and quarantining) may The above list of risk factors ought not to be taken
adversely impact the Company’s operations. as exhaustive of the risks faced by the Company or
Examples of possible implications include delays by investors in the Company. The above factors, and
to regulatory approvals, construction delays, others not specifically referred to above, may in the
site access restrictions, limited or no access to future materially affect the financial performance of
funding on commercially acceptable terms, delays the Company and the value of the Shares offered
in obtaining, or increases in prices of, materials under this Prospectus.
required for development and construction of the Therefore, the Securities to be issued pursuant to
Goschen Project. this Prospectus carry no guarantee with respect to
The Company is monitoring the situation closely the payment of dividends, returns of capital or the
and has considered the impact of COVID-19 on market value of those Securities.
the Company’s business and financial position. Potential investors should consider that the
The situation, however, is continually evolving, and investment in the Company is highly speculative and
the consequences are therefore inevitably uncertain. should consult their professional advisers before
deciding whether to apply for Securities pursuant to
(i) Changes to legislation or regulations this Prospectus.
The Company may be affected by changes to laws
and regulations in Australia. Such changes could
have adverse impacts on the Company from a
financial and operational perspective.

(j) Commercialisation risk

Even if the company discovers commercial quantities
of minerals and develops its projects, there is a risk
the Company will not achieve a commercial return.

VHM Limited | Prospectus 63

64 VHM Limited | Prospectus
5. Financial Information

5.1 Introduction (f) information regarding liquidity and capital

resources (see Section 5.5.1);
5.1.1 Financial Information
(g) information regarding VHM’s contractual
The financial information contained in this Section 5
obligations, commitments, and contingent
includes the historical financial information for VHM
liabilities (see Section 5.5.2);
Limited (VHM or the Company) for the financial years
ended 30 June 2020 (FY20), 30 June 2021 (FY21), (h) VHM's dividend policy (see Section 5.7);
and 30 June 2022 (FY22). (i) the Independent Limited Assurance Report, set
This Section 5 contains a summary of: out in Annexure D of this Prospectus;
(a) The Statutory Historical Financial Information, ( j) the indicative capital structure described in
comprising: Section 1.6; and
(i) VHM’s audited statutory historical (k) a description of VHM’s critical accounting
consolidated statement of profit and loss policies (see Annexure E to this Prospectus).
and other comprehensive income for FY20, The information in Section 5 should also be read in
FY21 and FY22 (Statutory Historical Income conjunction with the risk factors set out in Section 4
Statement); and other information contained in this Prospectus.
(ii) VHM’s audited statutory historical All amounts disclosed in Section 5 and each of
consolidated statement of cash flow for Annexure D and Annexure E are presented in
FY20, FY21 and FY22 (Statutory Historical Australian dollars (AUD) and, unless otherwise
Statement of Cash Flow); and noted, are rounded to the nearest thousand.
(iii) VHM’s audited statutory historical Some numerical figures included in this Prospectus
consolidated statement of financial position have been subject to rounding adjustments.
as at 30 June 2022 (Statutory Historical Any differences between totals and sums of
Statement of Financial Position), components in figures or tables contained in this
Prospectus are due to rounding.
(Together, the Statutory Historical Financial
Information); and 5.2 Basis of Preparation and
(b) Pro Forma Historical Statement of Financial Presentation of the Financial
Position, comprising: Information
(i) VHM’S unaudited Pro forma Historical
5.2.1 Overview and preparation and
Statement of Financial Position as at
30 June 2022 (Pro Forma Historical
presentation of the Historical Financial
Statement of Financial Position). Information
The Directors are responsible for the preparation and
The Statutory Historical Financial Information and Pro
presentation of the Financial Information.
Forma Historical Statement of Financial Position is
together referred to as the “Financial Information.” The Financial Information included in this Prospectus
is intended to present potential investors with
VHM has a 30 June financial year end.
information to assist them in understanding the
In addition, this Section 5 summarises: underlying historical financial performance, cash flow
and financial position of VHM.
(c) the basis of preparation and presentation of the
Financial Information (see Section 5.2); Given the fact that VHM is in an early stage of
development, there are significant uncertainties
(d) information regarding certain non-AIFRS
associated with forecasting the future revenues
financial measures (see Section 5.2.3);
and expenses of the Company. On this basis, the
(e) the pro forma adjustments to the Directors believe that there is no reasonable basis for
Statutory Historical Financial Information the inclusion of financial forecasts in the Prospectus.
(see Section 5.5);

VHM Limited | Prospectus 65

The Statutory Historical Financial Information has 5.2.2 Preparation of the Financial Information
been prepared in accordance with the recognition The Financial Information has been presented on
and measurement principles of Australian both a statutory and a pro forma basis.
equivalents to International Financial Reporting
Standards (IFRS) issued by the Australian Accounting The Statutory Historical Financial Information has
Standards Board. Following the listing, the Company been derived from the respective audited financial
will report under IFRS and report in AUD, which is its statements of VHM.
elected presentation currency. The VHM significant The FY20, FY21 and FY22 financial statements of
accounting policies are described in Annexure E of the Company were audited by HLB Mann Judd, who
this Prospectus. issued an unqualified audit opinion which included a
The Pro Forma Statement of Financial Position has material uncertainty related to going concern.
been prepared in accordance with the recognition The Pro Forma Historical Statement of Financial
and measurement principles of Australian Position has been prepared for the purpose of
Accounting Standards (AAS) and IFRS other than inclusion in this Prospectus. The Pro Forma Historical
it includes certain adjustments which have been Statement of Financial Position has been derived
prepared in a manner consistent with AAS and IFRS, from the audited Statutory Historical Financial
that reflect the impact of certain transactions as if Information of VHM as at 30 June 2022 and adjusted
they had occurred on or before 30 June 2022. for the effects of the subsequent events and pro
The Financial Information is presented in an forma adjustments.
abbreviated form, and it does not include all of Section 5.5 sets out the pro forma adjustments to the
the presentation and disclosures, statements or Statutory Historical Statement of Financial Position,
comparative information required by AAS and and a reconciliation of the Statutory Historical
IFRS and other mandatory professional reporting Statement of Financial Position to the Pro Forma
requirements applicable to general purpose Historical Statement of Financial Position. Pro forma
financial reports prepared in accordance with the adjustments were made to the Statutory Historical
Corporations Act. Statement of Financial Position to reflect the impact
In addition to the Financial Information, Section 5 of the Offer on VHM as if it had occurred as at
describes certain non-IFRS financial measures that 30 June 2022.
VHM uses to manage and report on the business In preparing the Financial Information, VHM’s
that are not defined under or recognised by AAS accounting policies have been consistently applied
or IFRS. throughout the periods presented.
Refer to Section 2.1 for a summary of the current Investors should note that past results are not a
corporate structure. guarantee of future performance.
Independent Limited Assurance Report Changes in accounting standards
The Financial Information (as defined above) has
AASB 16 – Leases
been reviewed by RSM Corporate Australia Pty
Limited in accordance with the Australian Standard AASB 16 sets out the principles for the recognition,
on Assurance Engagements ASAE 3450: “Assurance measurement, presentation, and disclosure of
Engagements involving Corporate Fundraisings leases and requires lessees to account for all leases
and/or Prospective Financial Information” as stated under a single on balance sheet model similar to
in its Independent Limited Assurance Report set the accounting for finance leases under AASB 117.
out in Annexure D. Investors should note the The standard includes two recognition exemptions
scope and limitations of the Independent Limited for lessees – leases of ’low value’ assets and
Assurance Report. short-term leases (i.e. leases with a lease term of
12 months or less). At the commencement date of
a lease, a lessee will recognise a liability to make
lease payments (i.e. the lease liability) and an asset
representing the right to use the underlying asset
during the lease term (i.e. the right of use asset).

66 VHM Limited | Prospectus

Lessees will be required to separately recognise The Financial Information has been prepared on a
the interest expense on the lease liability and the going concern basis, which contemplates continuity of
depreciation expense on the right of use (ROU) asset. normal business activities and realisation of assets and
discharge of liabilities in the normal course of business.
The Company applied AASB 16 using the modified
retrospective (cumulative catch up) method from The Directors believe that there are reasonable
1 July 2019. The Company has elected to use the grounds that VHM will be able to continue as a going
exception to lease accounting for short term leases concern as a result of the proceeds raised from
and leases of low value assets, and the lease the Offer.
expense relating to these leases are recognised in
Accordingly, the board of directors believe that the
the statement of profit or loss on a straight-line basis.
Company will be able to continue as a going concern
Other than AASB 16 – Leases, there are no other and that it is appropriate to adopt the going concern
changes in accounting standards which have had a basis in the preparation of the financial information.
material impact on VHM’s historical performance or
financial position. 5.2.3 Explanation of certain non-IFRS financial
measures
Going Concern
To assist in the evaluation of the performance of VHM,
The financial information has been prepared on a certain measures are used to report on the Company
going concern basis which assumes the commercial that are not recognised under AAS or IFRS. These
realisation of the future potential of the Group’s measures are collectively referred in this Section 5
assets and discharge of its liabilities in the normal and under Regulatory Guide 230 Disclosing Non-IFRS
course of business. Financial Information published by ASIC as “non-IFRS
The Group recorded a loss of $9.2m (FY21: $6.6m) for financial measures”. The principal non-IFRS financial
FY22. At 30 June 2022, the Group had net assets of measures that are referred to in this Prospectus are
$17.3m which included cash and cash equivalents of as follows:
$24.4m and a working capital surplus of $19.9m. • EBITDA is earnings / (losses) before interest
Based on the working capital surplus at 30 June (net of finance income), taxation, depreciation,
2022 and, for the following reasons, the Directors and amortisation. Management uses EBITDA
believe that the assumption of going concern is valid to evaluate the operating performance of
in the preparation of the financial information: the business without the non cash impact of
depreciation, amortisation and before interest and
• The directors have a track record of successfully taxation. EBITDA can be useful to help understand
raising equity capital and in January 2022, the cash generation potential of the business.
the Company commenced activities in EBITDA should not be considered as an alternative
preparation for the Company’s planned 2022 to measures of cash flow under IFRS and investors
IPO having appointed Canaccord as lead broker should not consider EBITDA in isolation from, or as
in December 2021. The Company is at the final a substitute for, an analysis of the results of VHM’s
stage of initial offer of securities to the public operations;
(‘IPO’) expected to be completed before the end
• EBIT is earnings / (losses) before interest (net of
of December 2022; and
finance income) and taxation;
• The Company also has the capacity to
• NLBT is net loss before tax;
reduce discretionary expenditure in line with
available funding. • NLAT is net loss after tax attributable to
Shareholders;
Should the Group be unable to raise sufficient
• Operating cash outflow is EBITDA after adding
capital within the next 12 months, there is a material
back non cash items in EBITDA and changes in
uncertainty whether the Group will be able to
working capital. VHM uses operating cash flow to
continue as a going concern and therefore, whether
indicate the level of operating cash flow generated
it will be able to realise its assets and discharge its
from EBITDA; and
liabilities in the normal course of business.
• Other income primarily includes the ATO cash flow
boost and JobKeeper.

VHM Limited | Prospectus 67

Potential investors should also refer to the description of the key financial terms set out in Section 5.3.
Although the Directors believe that these measures provide useful information about the financial
performance of VHM, they should be considered as supplements to the income statement or cash flow
statement measures that have been presented in accordance with AAS and IFRS and not as a replacement
for them. As these non-IFRS financial measures are not based on AAS or IFRS, they do not have standard
definitions, and the way VHM has calculated these measures may differ from similarly titled measures used by
other companies. Investors and readers of this Prospectus should therefore not place undue reliance on these
non-IFRS financial measures.

5.3 Summary of the Historical Statutory Statement of Profit or Loss and other
Comprehensive Income
Table 5.1 sets out the VHM audited Historical Statement of Profit or Loss and other Comprehensive Income for
FY20, FY21 and FY22.

Table 5.1: Summary of the Historical Statutory Income Statement

FY20 FY21 FY22

$’000 Audited Audited Audited
Operating expenses
Professional fees (1,543) (2,337) (3,104)
Employee related expenses (1,972) (1,709) (1,600)
Share based payment expense (1,931) (830) (1,047)
Administration expenses (225) (224) (338)
Property expenses (195) (86) (175)
Other operating expenses (305) (148) (336)
Total operating expenses (6,172) (5,333) (6,599)
EBITDA (6,172) (5,333) (6,599)
Depreciation and amortisation (168) (154) (126)
EBIT (6,340) (5,487) (6,725)
Other income 199 166 2
Interest expense, net (1,109) (1,270) (2,427)
NLBT (7,250) (6,590) (9,150)
Income tax expense - - -
NLAT (7,250) (6,590) (9,150)

68 VHM Limited | Prospectus

Description of the key financial terms (f) Other operating expenses primary consist
Set out below is a description of the key financial of travel and entertainment, insurance, and
terms used in the presentation of the Historical other miscellaneous expenses. The large
Financial Information: costs in FY20 were primarily due to the
travel and entertainment expenses incurred
(a) Professional fees relate to consulting, for the previous IPO capital raising activities
accounting, audit, and legal advisory. The ($241,000 in FY20 vs. $99,000 in FY21);
costs increased year on year, primarily due to
the Group relied on external consultants for (g) Depreciation is expensed on a straight-line
project management and technical services, basis for the computer and office equipment
business development, DFS, environmental (33%), fixtures and fittings (5% to 33%) and
effects statement, training for key management, motor vehicle (14%). The right of use asset is
as well as accounting and company secretarial amortised over the respective lease period;
services. Historically, 50% to 80% of the (h) Other income relates to the ATO cash flow
consulting fees have been capitalised into boost and JobKeeper and gains from the
development expenditure; disposal of assets in FY20 and FY21; and
(b) Employee related expenses decreased in FY21, (i) Interest expense, net represents the interest
mainly due to the reduction of employees as a expense in relation to the land acquisition
result of the impact of COVID-19. The decrease liabilities, letter of credit, R&D loans, the
in the FY22 costs was primarily due to the net capitalised interest on the convertible
impact of the increased salaries and wages due notes, as well as the capitalised operating
to the recruitment of a CFO in September 2021, lease liabilities.
an executive general manager and a financial
controller in March 2022 and other employees, General factors affecting the statutory
as well as the additional payroll tax recognised historical operating results of VHM
for the employees’ share based payment, which Below is a discussion of the main factors which
were offset by the increased capitalised costs affected the VHM operations and the relative
($2.5 million in FY21 vs. $2.7 million in FY22); financial performance in FY20, FY21 and FY22,
(c) Share based payment expense relates to the which VHM expects may continue to affect it in
equity settled costs in relation to the services the future. The discussion of these general factors
provided by employees and consultants. The is intended to provide a summary only and does
fair value of the options is determined using a not detail all factors that affected VHM’s historical
Black Scholes model; operating and financial performance, nor everything
which may affect VHM’s operations and financial
(d) Administration expenditure includes office
performance in the future.
supplies (i.e. filing, printing, stationery, and
subscription), IT and telecommunication
(i.e. telephone, internet, and IT support),
motor vehicle costs, director fees, as well as
other general expenses;
(e) Property expenses includes the rent and
associated utilities for several premises.
The large cost in FY20 was mainly due to the
rent associated with the premises located in
Perth and Victoria from July 2019 until May
2020, amounting to $90,000. The cost increase
in FY22 was primarily due to the loss on
disposal of the fixture and fittings of $76,000 as
a result of the surrender of the Mount Hawthorn
office lease in February 2022;

VHM Limited | Prospectus 69

Management discussion and analysis of the Statutory Historical Financial Information
Table 5.2 sets out the mixture of professional fees incurred for FY20, FY21 and FY22.

Table 5.2: Professional fees summary

FY20 FY21 FY22

$’000 Audited Audited Audited
Consulting fees 910 1,953 2,175
Legal fees 520 297 771
Accounting fees 113 88 157
Total professional fees 1,543 2,337 3,104

( j) Consulting fees primarily include the costs paid to the consultants who provided the technical services
to the Company, including the Goschen Project management and technical advice, preparation
of the DFS (minerals, groundwater, water, and power supply and etc.), strategic and development
advice, employee training, as well as the other consulting services. The increase in consulting fees
(before capitalisation) in FY22 was due to the technical services provided for the Goschen Project;
(k) Legal fees relate to the costs paid for the previous capital raisings in FY20 and FY21 and the capital
raising in FY22, as well as the legal advice for contracts, options and employee related; and
(l) Accounting fees mainly relate to the costs paid for bookkeeping, auditing, and the tax advice.

Table 5.3: Summary of employee costs

FY20 FY21 FY22

$’000 Audited Audited Audited
Salaries and wages 4,398 3,595 3,707
Superannuation 349 281 222
Payroll tax 57 82 293
Annual expenses 13 181 18
Workers’ compensation 11 8 43
Recruitment - - 47
Other employee related costs 5 13 3
Total employee related costs 4,833 4,159 4,334
Capitalised exploration costs (2,861) (2,450) (2,734)
Total costs after capitalisation 1,972 1,709 1,600

70 VHM Limited | Prospectus

 FY20 FY21 FY22
Avg. Avg. Avg.
annu. annu. annu.
S&W S&W S&W
S&W per FTE S&W per FTE S&W per FTE
FTE ($’000) ($’000) FTE ($’000) ($’000) FTE ($’000) ($’000)
Senior 4.7 1,111 237 4.0 1,072 268 4.1 1,464 353
management
Project and 5.9 1,454 245 4.8 1,187 249 3.1 934 304
operations
Business 2.7 671 253 1.6 399 254 1.6 491 304
development
Administration 5.3 843 159 3.9 693 177 2.5 467 189
(IT, Finance, HR)
Public relations 1.7 318 192 1.0 244 244 1.5 350 241
Total 20.2 4,398 217 15.2 3,595 236 12.8 3,707 290

(m) Employee expenses represents the costs paid to employees.

(i) The FY21 salaries and wages (before capitalisation) declined, primarily due to a reduction of
headcount/FTEs of employees from 20.2 in FY20 to 15.2 in FY21 as a result of the reduced project
activities in FY21 driven by the impact of COVID-19;
(ii) Whilst the FTEs further decreased to 12.8 in FY22 (28 full time employees), the total salaries and
wages increased, primarily due to:
• a new CFO joined the Company in September 2021;
• a new executive general manager and a financial controller joined the Company in March 2022;
• other new roles (i.e. the environment and approvals specialist and the community and
stakeholder engagement advisor) recruited during the period from January to June 2022; and
• the redundancy payments paid to certain employees (a business development manager, the
head of HR, a financial controller, a finance manager, and an operations manager) who left the
Company during the period.
(iii) Historically, over 50% of total employee related expenses were capitalised into exploration costs.

VHM Limited | Prospectus 71

5.4 Summary of Historical Statutory Statement of Cash Flows
Table 5.4 sets out the audited Historical Statutory Cash Flows for FY20, FY21 and FY22. The statutory cash flow
information has been constructed using the indirect method (i.e. reconciling EBITDA to operating cash flows).

Table 5.4: Summary of the Historical Statutory Statement of Cash Flows

FY20 FY21 FY22

$’000 Audited Audited Audited
Operating cash flows
EBITDA (6,172) (5,333) (6,599)
Other income 199 166 2
Add back: non cash share based payment 1,931 830 1,047
Add back: surrender of lease write off - - 76
Add back: shares issued in lieu of salary - - 110
Change in trade and other receivables (14) 45 (726)
Change in prepayments 12 (314) 247
Change in deposits (38) (12) 45
Change in trade and other payables 357 101 1,785
Change in employee entitlements 14 174 24
Net working capital movement 331 (6) 1,375
Net operating cash outflows (3,711) (4,343) (3,989)
Investing cash flows
Purchase of PPE (16) (117) (350)
Payment of land acquisition liabilities - (508) (911)
Payment of exploration expenditure (6,549) (4,580) (12,182)
R&D refund 3,482 3,068 3,044
Net investing cash outflows (3,083) (2,137) (10,399)

72 VHM Limited | Prospectus

 FY20 FY21 FY22
$’000 Audited Audited Audited
Financing cash flows
Proceeds from shares issued 1,007 16,765 -
Payment of share issue costs (94) (515) -
Proceeds from the convertible notes issued 3,150 3,648 31,840
Payment of convertible notes issue costs - (231) (1,948)
Proceeds from / repayment of borrowings 1,742 (1,223) (551)
Principal repayment of lease obligations (132) (135) (80)
Interest paid (920) (1,288) (1,382)
Net financing cash inflows 4,753 17,022 27,879
Net cash movement (2,041) 10,542 13,491
Cash at the beginning of the financial period 2,374 333 10,875
Cash at the end of the period 333 10,875 24,366

Management discussion and analysis of the Net financing cash inflows largely relate to the
historical cash flows historical capital raisings undertaken. The Company
received funds from various investors, amounting to
Net operating cash outflows fluctuated over
$900,000 (net of issue costs) in FY20, $16.3 million
the Historical Period, primarily due to the
(net of issue costs) in FY21. In addition, the Company
improvement/deterioration of EBITDA, the non cash
issued convertible notes to investors, amounting to
share based payment, together with the movement
$3.2 million in FY20, $3.4 million (net of issue costs)
in net working capital.
in FY21, and $29.9 million (pre-IPO capital raising,
Net investing cash outflows represent the costs net of issue costs) in FY22. Borrowings include
capitalised in relation to exploration expenditure, the loans acquired to fund the R&D expenditure,
which is netted off against the R&D tax incentive which was secured and repaid by way of the R&D tax
received, as well as the cash payments for the incentives received.
land acquisition.
Operating cash outflows and exploration
expenditures over the Historical Period have been
funded by a mixture of equity, convertible notes,
and R&D tax incentives.

VHM Limited | Prospectus 73

5.5 Historical Statutory Statement of Financial Position and Pro Forma
Historical Statement of Financial Position
Table 5.5 sets out the audited Historical Statutory Statement of Financial Position of VHM and the pro forma
adjustments that have been made to prepare the Pro Forma Historical Statement of Financial Position.
The Pro Forma Historical Statement of Financial Position is provided for illustrative purposes only and is not
represented as being necessarily indicative of VHM’s view of its financial position upon Completion of the
Offer or at a future date.
Further information on the sources and uses of funds of the Offer is contained in Section 1.7.

Table 5.5: Historical Statutory Statement of Financial Position and Pro Forma Historical Statement of
Financial Position as at 30 June 2022

As at 30 June 2022 VHM Minimum Oversubscription

$'000 Audited Pro forma Pro forma
Current assets
Cash and cash equivalents 24,366 37,538 46,982
Other receivables 532 729 766
Prepayments 376 74 74
Deposits 31 31 31
Total current assets 25,305 38,372 47,854
Non current assets
Deferred exploration expenditure 27,217 25,798 25,798
Property, plant and equipment, net 10,733 14,623 14,623
ROUA 5 5 5
Total non current assets 37,955 40,426 40,426
Total assets 63,260 78,798 88,280
Current liabilities
Trade and other payables 3,637 3,637 3,637
Land acquisition liabilities 1,046 3,467 3,467
Convertible note 349 - -
Provision for AL 395 395 395
Total current liabilities 5,427 7,499 7,499

74 VHM Limited | Prospectus

 As at 30 June 2022 VHM Minimum Oversubscription
$'000 Audited Pro forma Pro forma
Non current liabilities
Convertible notes 34,073 - -
Land acquisition liabilities 6,416 6,416 6,416
Total non current liabilities 40,489 6,416 6,416
Total liabilities 45,916 13,915 13,915
Net assets 17,344 64,883 74,365
Equity
Issued capital 41,287 94,761 104,171
Share based payment reserves 5,638 5,638 5,638
Retained losses (29,581) (35,516) (35,443)
Total equity 17,344 64,883 74,365

(a) Other receivables primarily relate to the GST (i) As at 30 June 2022, convertible notes (current
and government subsidy receivables; and non current) represent the 2021 convertible
notes of 35 convertible notes, each with a
(b) Prepayments mainly comprise the prepaid
face value of $10,000 being issued to fund
insurance and other prepaid operating
the Company’s operations in FY21, as well as
expenses;
3,184 convertible notes (pre-IPO capital raising)
(c) Deposits represent term deposits as security with a face value of $10,000 being issued in
for a bank guarantee, as well as the deposits FY22, and part of the 2021 convertible notes
paid to the landlords for the various related (334 convertible notes) converted to the new
premises; convertible notes in FY22; and
(d) Deferred exploration expenditure refers to the ( j) Issued capital increased significantly in FY21,
capitalised exploration costs; due to the Company issuing 15,981,941 ordinary
(e) PPE primarily consists of the land acquisition, Shares at $0.35 per share in July 2020 and
computer and office equipment, fixtures and issuing 20,452,103 Shares at $0.60 per share
fittings and motor vehicles; in March and April 2021, which is offset by issue
costs of $1.5 million. The increase in issued
(f) Trade and other payables represent trade capital in FY22 was primarily due to 1,850,815
creditors, accruals, and payroll related ZEPOs being exercised in August 2021 and
payables; 182,831 Shares being issued to the NEDs in
(g) Land acquisition liabilities (current and non June 2022 in lieu of the sign on bonus and
current) refers to the outstanding amount director fees.
payable for the four land acquisitions; The following transactions and events had not
(h) Radium Capital provided R&D loans to occurred prior to 30 June 2022 but have taken place
the Company to finance the eligible R&D or will take place on or before the Allotment Date.
expenditure which are included in borrowings. The financial information in this Section 5 assumes
These loans were secured by the future that they occurred on or before 30 June 2022.
anticipated R&D refund with an interest rate
of 14% per annum and which have since been
repaid in full;

VHM Limited | Prospectus 75

In addition, the following subsequent events and Pro forma transactions:
pro forma transactions will take place pursuant to 8. The conversion of the remaining 2021 Notes,
the Offer: with a face value of $350,000 (excluding the
capitalised interest) at a conversion price
Subsequent events:
of $1.08 (a 20% discount to the IPO price),
1. Interest expense accrued and capitalised on the into 324,074 ordinary Shares, and which is a
existing convertible notes (with a face value of cashless conversion. Refer to Section 7.10 for a
$350,000) for the period from 1 July up to the summary of the convertible note agreements;
lodgement date, amounting to $15,000;
9. The conversion of the 2022 Notes, with a
2. Interest expense accrued on the pre-IPO face value of $31.8 million, together with
convertible notes (with a face value of the rolled-over 2021 Notes of $3.3 million
$31.8 million) with an annual interest rate of 10% (excluding the capitalised interest) at a
for the period from 1 July up to the lodgement conversion price of $1.0125 (a 25% discount to
date, amounting to $1.5 million; the IPO price), into 34,745,679 ordinary Shares,
3. A previous advisor exercised 320,000 options at and which is cashless conversion. Refer to
an exercise price of $0.22 and 320,000 options Section 7.11 for a summary of the convertible
at an exercise price of $0.38 prior to the IPO, note agreements;
with a fair value of $190,000; In relation to the IPO Offer, the following transactions
4. VP Minerals was incorporated to acquire are expected to occur:
the gold exploration licences for an agreed 10. The completion of the IPO Offer, raising
consideration of $1.4 million (payable in $20 million (14,814,815 ordinary Shares) with an
Shares), together with the aggregate amount oversubscription up to $10 million (22,222,222
of expenditure incurred by VHM from 1 January ordinary Shares) at $1.35 each; and
2022 to the completion date and was
subsequently demerged from the VHM Group 11. Total expenses (cash and non cash) associated
by way of an in-specie distribution through an with the minimum Offer are estimated to be
equal capital reduction. At the end of May 2022, $3.9 million, with $1.2 million being capitalised
Shareholders voted (by way of poll) in favour of and $2.6 million being expensed and a GST
the demerger of VP Minerals. On 18 July 2022, credit of $77,000. Total expenses (cash and non
the 4 existing exploration licenses were cash) associated with the oversubscription are
approved for transfer and registered in the estimated to be $4.4 million, with $1.8 million
name of VP Minerals. The demerger of VP being capitalised and $2.5 million being
Minerals was completed in August 2022. expensed and a GST credit of $115,000. As at
Refer to Section 7.3 for a summary of the 30 June 2022, $446,000 of the Offer costs had
Demerger Asset Sale Agreement; been prepaid.

5. An expected acquisition of new land, amounting Refer to Section 8.9 for a detailed summary of the
to $2.7 million, of which, a deposit of $269,000 Offer costs.
will be paid prior to the IPO and the remaining Refer to Section 7.11 for a summary of the Lead
amount to be paid in two instalments within Manager mandate.
six months of the date of execution of the
agreement (pending);
6. Acquisition of the Kerang warehouse amounting
to $1.2 million (plus GST), completed in October
2022; and
7. The compensation to be paid to a landowner
in August 2022 for a new residence during the
operational period, amounting to $2 million.

76 VHM Limited | Prospectus

Recognition of a deferred tax asset
A deferred tax asset has not been recognised in relation to the capitalised Offer costs due to the uncertainty
surrounding the flow of economic benefits that will flow in future periods.
Refer to Section 1.6 for a detailed summary of the capital structure.

Table 5.6: Pro forma capital structure

Issued Retained
$’000 No. of shares capital Res. losses Net assets
As at 30 June 2022
Ordinary shares 139,141,273 41,287 5,638 (29,581) 17,344
Subsequent events
Advisor options exercised 640,000 190 - - 190
Interest accrued on the - - (1,480) (1,480)
convertible notes
Demerger of VP Minerals - (1,419) - - (1,419)
Land compensation payment - - (2,000) (2,000)
Pro forma transactions
Conversion of existing 324,074 364 - - 364
convertible notes
Conversion of convertible 34,745,679 35,539 - - 35,539
notes (pre IPO)
Pre offer capital structure 174,851,026 75,960 5,638 (33,061) 48,537
Pro forma transactions in
relation to the offer
Public offer 14,814,815 20,000 - - 20,000
Offer costs (1,200) - (2,454) (3,654)
Total (undiluted) 189,665,841 94,761 5,638 (35,516) 64,883
Incremental pro forma
transactions in relation to
oversubscription offer
Public offer 7,407,407 10,000 - - 10,000
Offer costs (590) - 72 (518)
Total (undiluted) 197,073,248 104,171 5,638 (35,443) 74,365

VHM Limited | Prospectus 77

5.5.1 Liquidity and capital resources 5.5.3 JobKeeper and government
Following Completion of the Offer, the Company will stimulus disclosure
have cash of $37.5 million on a pro forma basis as at Table 5.8 below sets out a summary of the cash flow
30 June 2022, based on the Minimum Offer. boost and job keeper payments received by VHM
Following Completion of the Offer, VHM’s principal from the government over FY20, FY21 and FY22.
sources of funds are expected to be cash on hand Table 5.8: Cash flow boost and job keeper
(including the proceeds of the Offer). VHM’s primary
use of cash is funding its development, information FY20 FY21 FY22
technology and operations, sales, and marketing, $’000 Audited Audited Audited
as well as to fund working capital. VHM expects that
Job keeper 99 150 -
it will have sufficient cash flow from the proceeds of
the Offer to meet its operational requirements and Cash flow boost 100 18 -
business needs following Completion of the Offer.
VHM’s ability to generate sufficient cash depends Total Cash 199 168 -
on its future performance which, to a certain flow boost and
extent, is subject to a number of factors beyond job keeper
its control including general economic, financial,
and competitive conditions. These amounts were recognised separately as
other revenue and not netted off against salaries
The Company expects that it will have sufficient
and wages.
cash to meet its short and medium term operational
requirements and other business needs. 5.6 Critical Accounting Policies
5.5.2 Contractual obligations, commitments, Preparing financial statements in accordance with
AAS requires Management to make judgements,
and contingent liabilities
estimates and assumptions about the application of
Table 5.7 below sets out a summary of the accounting policies that affect the reported revenues
exploration commitments for all the exploration and expenses, carrying values of assets and liabilities
licences as at 30 June 2022. and the disclosure of contingent liabilities that are not
Table 5.7: Commitment’s summary readily apparent from other sources. The estimates
and associated assumptions are based on historical
As at 30 June 2022 experience and other factors that are considered
$’000 Audited to be relevant. Actual results may differ from these
estimates. The estimates and underlying assumptions
Within one year 2,349
are reviewed on an ongoing basis. Revisions to
Later than a year but not later than 3,587 accounting estimates are recognised in the period
five years in which the estimate is revised if the revision affects
only that period or in the period of the revision and
Later than five years -
future periods if the revision affects both the current
Total 5,936 and future periods.

Under the terms of mineral tenement licences

5.7 Dividend Policy
held by the Group, minimum annual expenditure The payment of dividends by the Company is at the
obligations are required to be expended during the complete discretion of the Directors. Given the stage
forthcoming financial year in order for the tenements of development of VHM, the Directors have no current
to maintain a status of good standing. intention to declare and pay a dividend.

As at 30 June 2022, the total expenditure In determining whether to declare future dividends,
commitments amounted to $5.9 million, of which the Directors will have regard to VHM earnings, overall
$2.3 million is within one year and $3.6 million is financial condition, capital requirements and the level
between one to five years. of franking credits available. There is no certainty that
the Company will ever declare and pay a dividend.

78 VHM Limited | Prospectus

VHM Limited | Prospectus 79
80 VHM Limited | Prospectus
6. Board, Management and
Corporate Governance
6.1 Board of Directors company) from 2011-2013, and other significant roles
in billion-dollar projects such as Newcrest Mining Ltd
At the date of this Prospectus, the Board is
(ASX:NCM), Telfer (concept – feasibility – construction
comprised of:
– operations), Boddington (Newcrest) and the
(a) Donald Runge – Chairman; Silangan Copper Gold Project in the Philippines.
(b) Graham Howard – Managing Director; and Chief Mr Howard is not considered to be independent.
Executive Officer;
(c) Michael Allen – Executive Director
(c) Michael Allen – Executive Director; and
Mr Allen was appointed as an Executive Director
(d) Gamini Colless – Non-Executive Director. on 7 November 2017, and subsequently as Chief
Financial Officer (CFO) on 1 February 2018.
6.2 Directors’ Profiles On 6 September 2021, Mr Allen relinquished CFO
At the date of this Prospectus, the names, and details responsibilities and was appointed Executive Director
of the Directors in office are: of Government, Industry, Indigenous, Land and ESG.

(a) Donald Runge – Non-Executive Chairman Mr Allen holds a Bachelor of Arts in Accounting and
is a member of Chartered Accountants Australian
Mr Runge was appointed to the Board on
and New Zealand. He is a chartered accountant
14 September 2017 and appointed as Chairman
and experienced CFO with more than 30 years’
on 29 July 2021.
experience in large companies including KPMG,
Mr Runge brings 40 years’ experience in the Walt Disney International, Opportunity International
mining industry including operational, project and and Engineers Australia.
construction management.
He has almost 20 years' experience acting as
He has specific expertise in the areas of a CFO in a range of large companies in various
feasibility, development, construction and industries and can do so to the requirements of a
efficient operational control of both surface and publicly listed organisation.
underground mining and treatment operations.
Immediately prior to being engaged by the
Mr Runge has held senior management roles Company, Mr Allen was Executive General Manager
with Peko Wallsend, Newcrest Mining, North of Corporate Services at Engineers Australia for
Ltd and the Silangan Copper Gold Project in 12 years.
the Philippines.
Mr Allen is not considered to be independent.
Mr Runge is considered to be independent.
(d) Gamini Colless – Non-Executive Director
(b) Graham Howard – Managing Director Mr Colless was appointed as a Non-Executive
Mr Howard was appointed as Managing Director Director on 23 July 2021. He holds a Bachelor of
on 12 August 2016. Mr Howard holds a Bachelor Arts and Bachelor or Laws (both from Australian
Science-Geology, University of Canberra, National University).
Distinguished Alumni.
Mr Colless is a partner at a leading national law firm
Mr Howard is a Fellow of the Australasian Institute in the banking & financial services practice group.
of Mining and Metallurgy. He has more than 30 He has been practicing as a solicitor for over
years’ experience, including 20 years’ operating 30 years’ and is highly experienced in corporate
in executive leadership and senior operations finance, project finance, structured finance, major
management positions. property, and infrastructure projects.
He has extensive corporate and operations He has advised corporate, Government and
experience and proven record of identifying and joint-venture clients on complex financing
delivering multi-billion-dollar resource projects. transactions for numerous large-scale development
In the past, Mr Howard has held other senior projects in Australia.
executive positions, including Executive Officer Mr Colless is considered to be independent.
of Mount Magnet South NL (an ASX listed gold

VHM Limited | Prospectus 81

6.3 Company Secretary Mr Mike Reynolds – Executive General
Manager Projects
Mr Ian Hobson – Company Secretary
Mr Reynolds possesses over 25 years’ experience
Mr Ian Hobson is a fellow chartered accountant in engineering and project management roles within
and chartered secretary who acts as independent the mining and oil & gas industries.
director and company secretary to ASX listed
companies, indigenous corporations, and private He was an integral part of the delivery of the
organisations. Prior to commencing his own practice, Telfer Project in Western Australia, where he was
Mr Hobson had more than 20 years professional involved in the project design, and implementation
accounting experience working for large, chartered phases through to operation. This involvement
accounting firms. He also has commercial experience in the engineering phase stretches through
in Australia, UK, and Canada. to procurement, development, construction,
commissioning, operational readiness, and plant
As an experienced finance and corporate operation in mines producing gold, copper, alumina,
governance professional, Mr Hobson brings a wealth coal, and diamonds.
of experience to Boards contributing to financial
management, corporate governance, capital raising Mr Reynolds experiences reach beyond Australia to
strategies and transaction and due diligence the International Ok Tedi Project in PNG with OTML,
capabilities drawn from his exposure to a variety where he provided expertise during construction,
of industries. commissioning, and operational readiness.

6.4 Senior Management 6.5 Interests of Directors

Except as disclosed in this Prospectus, no Director of
Mr Michael Sheridan – Chief Finance Officer
the Company (or entity in which they are a partner or
(CFO) and Deputy CEO director) has, or has had in the two years before the
Mr Sheridan was appointed on 6 September 2021 as date of this Prospectus, any interests in:
Chief Financial Officer.
(a) the formation or promotion of the Company; or
Mr Sheridan holds a Bachelor of Economics/Bachelor
(b) property acquired or proposed to be acquired
of Laws, University of Sydney; Master of Laws,
by the Company in connection with its
University of Sydney; Practical Legal Training Course,
formation or promotion of the Offer; or
College of Law, NSW; Graduate Diploma in Applied
Finance and Investment, FINSIA/Securities Institute. (c) the Offer, and
Mr Sheridan is an experienced commercial no amounts have been paid or agreed to be paid
executive, bringing over 25 years of experience in and no value or other benefit has been given or
the Australian and internal resources (mining and oil agreed to be given to:
& gas) industry, as well as telecommunications and
(d) any Director to induce him or her to become, or
corporate advisory sectors.
to qualify as, a Director; or
• Mr Sheridan has worked at senior management
(e) any Director of the Company for services
levels in publicly listed companies. His previous
which he or she (or an entity in which they
roles include CEO/Managing Director (and prior
are a partner or director) has provided in
to that CFO/Company Secretary) of Horizon Oil
connection with the formation or promotion of
Limited (ASX:HXN);
the Company or the Offer.
• Executive Assistant to President, Minera
Alumbrera Limited (Argentina); Details in relation to the interests in and payments
from the Company are as set out below.
• Commercial Manager (Peru), RGC Limited; and
• Commercial Manager, International,
Ampolex Limited.

82 VHM Limited | Prospectus

6.6 Security Holdings of Directors
The Directors and their related entities have the following interests in Securities as at the date of this
Prospectus (assuming that the Minimum Subscription is raised):

Director Shares % (Current)1 % (Admission)2 Options

Don Runge 4,498,287 3
3.22 2.37 500,0004
Graham Howard 4,515,5155 3.23 2.38 2,156,2306
Michael Allen 736,0007 0.53 0.39 1,519,1028
Gamini Colless 918,8319 0.66 0.48 500,00010
Notes:
1. Based on 139,781,273, Shares and 11,405,811 Options being on issue at the date of this Prospectus. Rounded to 2 decimal places.
2. Based on 189,665,841 Shares and 11,405,811 Options proposed to be on issue at the date of Admission. Rounded to 2 decimal places.
3. The Shares in which Mr Runge has a relevant interest are as follows:
(a) 731,429 Shares held beneficially by Mr Runge personally;
(b) 1,170,286 Shares held beneficially by Rivine Pty Ltd, a company controlled by Mr Runge; and
(c) 2,596,572 Shares held by Mr Runge and Lynette Runge ATF The Runge Super Fund, of which he is a beneficiary.
4. The Options in which Mr Runge has a relevant interest are 500,000 Options held personally and beneficially, with an exercise price of
$1.00 and an expiry date of 31 July 2025. They are also subject to vesting conditions on the earlier of: (a) FID); (b) a change of control of the
Company; or (c) 31 December 2023.
5. The Shares in which Mr Howard has a relevant interest are as follows:
(a) 384,000 Shares held beneficially by Mr Howard personally;
(b) 3,253,800 Shares held beneficially by Flower & Dough Pty Ltd.
(c) 877,715 Shares held by Howard Super Nominees Pty Ltd ATF Howard Super Fund, of which he is a beneficiary.
6. The Options in which Mr Howard has a relevant interest are as follows:
(a) 634,375 ZEPOs with an expiry date of 31 December 2024;
(b) 423,938 ZEPOs with an expiry date of 28 February 2026;
(c) 1,097,917 ZEPOs with an expiry date of 19 May 2027.
7. The Shares in which Mr Allen has a relevant interest are as follows:
(a) 352,000 Shares held in the name of Mr Allen personally;
(b) 256,0000 held by Alison Jane Campbell (being Mr Allen’s spouse)
(c) 128,000 Shares held by Willamina Super Pty Ltd, as trustee of Mr Allen's personal super fund.
8. The Options in which Mr Allen has a relevant interest are as follows:
(a) 465,208 ZEPOs with an expiry date of 31 December 2024;
(b) 310,144 ZEPOs with an expiry date of 28 February 2026;
(c) 743,750 ZEPOs with an expiry date of 19 May 2027.
9. The Shares in which Mr Colless has a relevant interest are as follows:
(a) 576,000 Shares held by Cicero Superannuation Pty Limited ATF Cicero Super Fund, of which he is a beneficiary; and
(b) 342,831 Shares held by Percolare Pty Limited ATF Percolare Investment Trust, of which he is a beneficiary.
10. The Options in which Mr Colless has a relevant interest are 500,000 Options held by Percolare Pty Limited ATF Percolare Investment Trust,
of which he is a beneficiary, with an exercise price of $1.00 and an expiry date of 31 July 2025. They are also subject to vesting conditions
on the earlier of: (a) FID); (b) a change of control of the Company; or (c) 31 December 2023.
11. Refer to Section 8.1 for a summary of the rights attaching to the Shares.
12. Refer to Section 8.2 for a summary of the rights attaching to the Options.

As at the date of this Prospectus, none of the Directors or their related entities intend to participate
in the IPO Offer.

VHM Limited | Prospectus 83

6.7 Remuneration of Directors
The Constitution provides that the Company may remunerate the Directors. The remuneration shall, subject
to any resolution of a general meeting, be fixed by the Directors. The maximum aggregate amount of fees
that can be paid to non-executive Directors is currently set at $450,000 per annum. The remuneration of the
executive Directors will be determined by the Board.
The Company has entered into an executive services agreement with Mr Howard and Mr Allen as well as
letters of appointment with Mr Runge and Mr Colless as set out in Section 7.
The table below summarises the remuneration provided to the current Directors and their associates for the
financial year ended 31 June 2022, and the financial year ending 31 June 2021, inclusive of directors' fees,
consultancy fees, share-based payments, and superannuation.

Director Financial year ended 30 June 2022 (A$) Financial year ended 30 June 2021 (A$)
Fees & Share based Fees & Share based
Consultancy payments5 Consultancy payments
Don Runge1 126,667 5,924 56,250 -
Graham Howard2 516,667 343,416 574,813 354,819
Michael Allen3 375,000 249,643 429,731 268,852
Gamini Colless4 154,699 5,924 - -

Notes:
1. Mr Runge was appointed Director of the Company on 14 September 2017.
2. Comprising Managing Director remuneration. Mr Howard was appointed Managing Director of the Company on 12 August 2016.
3. Comprising Executive Director remuneration. Mr Allen was appointed a Director of the Company on 7 November 2017 and an Executive
Director 1 February 2018.
4. Mr Colless was appointed Director of the Company on 23 July 2021.
5. Share based payments made under the employee incentive scheme for Mr Howard and Mr Allen relate to the previous year’s
performance.

84 VHM Limited | Prospectus

6.8 Related Party Transactions (a) Board of Directors
The Company has entered into the following related The Board is responsible for the corporate governance
party transactions on arms' length terms: of the Company. The Board develops strategies
for the Company, reviews strategic objectives and
(a) executive services agreements with Directors monitors performance against those objectives.
Mr Allen and Mr Howard and letters of Clearly articulating the division of responsibilities
appointment with Directors Mr Colless and between the Board and management will help manage
Mr Runge on standard terms (refer Section 7.12 expectations and avoid misunderstandings about their
for details); respective roles and accountabilities.
(b) deeds of indemnity, insurance, and access with In general, the Board assumes (amongst others) the
each of its Directors on standard terms (refer following responsibilities:
Section 7.16 for details); and
(i) providing leadership and setting the strategic
At the date of this Prospectus, no other material objectives of the Company;
transactions with related parties and Directors'
interests exist that the Directors are aware of, other (ii) appointing and when necessary replacing the
than those disclosed in the Prospectus. Executive Directors;
(iii) approving the appointment and when necessary,
6.9 ASX Corporate Governance replacement, of other senior executives;
Council Principles and
(iv) undertaking appropriate checks before
Recommendations appointing a person, or putting forward to
The Company has adopted comprehensive systems security holders a candidate for election
of control and accountability as the basis for the as a Director;
administration of corporate governance. The Board
(v) overseeing management's implementation
is committed to administering the Company's
of the Company's strategic objectives and its
policies and procedures with openness and integrity,
performance generally;
pursuing the true spirit of corporate governance
commensurate with the Company's needs. (vi) approving operating budgets and major capital
expenditure;
To the extent applicable, the Company has adopted
the 4th edition of the ASX Corporate Governance (vii) overseeing the integrity of the Company's
Council's Corporate Governance Principles and accounting and corporate reporting systems
Recommendations (Recommendations). including the external audit;
In light of the Company's size and nature, the Board (viii) overseeing the Company's process for making
considers that the current Board is a cost effective timely and balanced disclosure of all material
and practical method of directing and managing the information concerning the Company that a
Company. As the Company's activities develop in reasonable person would expect to have a
size, nature and scope, the size of the Board and the material effect on the price or value of the
implementation of additional corporate governance Company's securities;
policies and structures will be reviewed.
(ix) ensuring that the Company has in place an
The Company's main corporate governance policies appropriate risk management framework and
and practices as at the date of this Prospectus setting the risk appetite within which the Board
are detailed below. The Company's full Corporate expects management to operate; and
Governance Plan is available in a dedicated
(x) monitoring the effectiveness of the Company's
corporate governance information section of the
governance practices.
Company's website at https://www.vhmltd.com.au/
about-us/corporate-governance. The Company is committed to ensuring that
appropriate checks are undertaken before the
appointment of a Director and has in place written
agreements with each Director which detail the terms
of their appointment.

VHM Limited | Prospectus 85

(b) Composition of the Board Directors are also entitled to be paid reasonable
Election of Board members is substantially travel and other expenses incurred by them in
the province of the Shareholders in a general the course of the performance of their duties
meeting. The Board currently consists of one as Directors.
Non-Executive Chairman, one Managing Director, The Board is also responsible for reviewing any
one Executive Director, and one Non-Executive employee incentive and equity-based plans including
Director. The Company considers the Non-Executive the appropriateness of performance hurdles and
Chairman and the Non-Executive Director to be total payments proposed.
independent. As the Company's activities develop in
size, nature and scope, the composition of the Board (g) Securities trading policy
and the implementation of additional corporate The Board has adopted a policy that sets out the
governance policies and structures will be reviewed. guidelines on the sale and purchase of securities
in the Company by its key management personnel
(c) Identification and management of risk (i.e. Directors and, if applicable, any employees
The Board's collective experience will assist in the reporting directly to the Executive Directors).
identification of the principal risks that may affect the The policy generally provides that the written
Company's business. Key operational risks and their acknowledgement of the Chairman (or the Board in
management will be recurring items for deliberation the case of the Chairman) must be obtained prior
at Board meetings. to trading.

(d) Ethical standards (h) Diversity and inclusion policy

The Board is committed to the establishment and The Board values diversity and recognises the
maintenance of appropriate ethical standards. benefits it can bring to the organisation's ability to
achieve its goals. Accordingly, the Company has set
(e) Independent professional advice in place a diversity policy. This policy outlines the
Subject to the Chairman's approval (not to be Company's diversity objectives in relation to gender,
unreasonably withheld), the Directors, at the age, cultural background, and ethnicity. It includes
Company's expense, may obtain independent requirements for the Board to establish measurable
professional advice on issues arising in the course of objectives for achieving diversity, and for the Board
their duties. to assess annually both the objectives, and the
Company's progress in achieving them.
(f) Remuneration arrangements
The Nomination and Remuneration Committee (i) Audit and risk
makes recommendations to the Board in relation The Company maintains a combined audit and
to the Company’s remuneration framework for risk committee. The Committee carries out the
Directors, including the process by which any pool tasks under the written terms of reference for the
of Directors’ fees approved by Shareholders is committee, including but not limited to, corporate
allocated to Directors; the remuneration packages governance and sustainability, financial reporting,
to be awarded to senior executives; equity-based internal control framework, external audit, tax risk
remuneration plans for senior executives and other management and compliance, risk management,
employees. If the Committee includes an executive internal audit, and the compliance with the
director, he or she will not be involved in deciding his Corporations Act, ASX Listing Rules and Corporate
or her own remuneration, either directly or indirectly. Governance Principles. The audit and risk committee
In addition, subject to any necessary Shareholder are responsible for the appointment of the external
approval, a Director may be paid fees or other auditors of the Company, and the Board from time to
amounts as the Directors determine where a Director time will review the scope, performance, and fees of
performs special duties or otherwise performs those external auditors.
services outside the scope of the ordinary duties of a
Director (e.g. non-cash performance incentives such
as options).

86 VHM Limited | Prospectus

(j) External audit (l) Anti-bribery and anti-corruption policy
The Company in general meetings is responsible The Board has a zero-tolerance approach to
for the appointment of the external auditors of the bribery and corruption and is committed to acting
Company, and the Board from time to time will professionally, fairly and with integrity in all business
review the scope, performance, and fees of those dealings. The Board has adopted an anti-bribery and
external auditors. anti-corruption policy for the purpose of setting out
the responsibilities in observing and upholding the
(k) Whistleblower policy Company's position on bribery and corruption and to
The Board has adopted a whistleblower protection provide information and guidance to those working
policy to ensure concerns regarding unacceptable for the Company on how to recognise and deal with
conduct including breaches of the Company's code bribery and corruption issues.
of conduct can be raised on a confidential basis,
without fear of reprisal, dismissal, or discriminatory (m) Shareholder communications policy
treatment. The purpose of this policy is to promote The Board has adopted a shareholder
responsible whistle blowing about issues where the communication policy to ensure that shareholders
interests of others, including the public, or of the are informed of all major developments affecting
organisation itself are at risk. the Company's state of affairs. The policy details
the communication methods that the Company
will use to convey information to shareholders in a
timely manner.

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6.10 Departures from Recommendations
Following admission to the Official List, the Company will be required to report any departures from the
Recommendations in its annual financial report.
The Company's compliance and departures from the Recommendations as at the date of this Prospectus are
detailed in the table below.

Principles and Recommendations Comply? Explanation for Departures

Principle 1 - Lay solid foundations for management and oversight
Recommendation 1.1 Yes The Board has adopted a Board Charter
A listed entity should have and disclose a board (available on the Company's website)
charter setting out: detailing the functions and responsibilities
of the Board and management.
• the respective roles and responsibilities of its
board and management; and That Charter sets out the role and
responsibilities of the Board, generally and
• those matters expressly reserved to the
in relation to corporate governance, the role
board and those delegated to management.
and responsibilities of Board Committees,
the Board's relationship with management,
the structure of the Board, and the role of
the chair.
Recommendation 1.2 Yes The Company’s Nomination and
A listed entity should: Remuneration Committee Charter requires
the Board to undertake appropriate checks
• undertake appropriate checks before before appointing a person or putting
appointing a director or senior executive or forward to security holders a candidate for
putting someone forward for election as a election, as a Director.
director; and
All material information relevant to a
• provide security holders with all material
decision on whether to elect or re-elect a
information in its possession relevant to a
Director will be provided to security holders
decision on whether to elect or re-elect
in any notice of meeting pursuant to which
a director.
the resolution to elect or re-elect such
Director will be voted on.
Recommendation 1.3 Yes Each Non-Executive Director receives a
A listed entity should have a written agreement letter formalising their appointment and
with each director and senior executive setting outlining their material appointment terms.
out the terms of their appointment. Each Executive Director and each senior
executive have signed an executive
service agreement setting out their duties,
obligations, and remuneration.
Recommendation 1.4 Yes The Board Charter provides that the
The Company Secretary of a listed entity should Company Secretary is accountable to the
be directly accountable to the board, through Board, through the Chair, on all governance
the chair, on all matters to do with the proper matters, and reports directly to the Chair.
functioning of the board. The Company Secretary has primary
responsibility for ensuring the Board
processes and procedures run efficiently
and effectively.

88 VHM Limited | Prospectus

Principles and Recommendations Comply? Explanation for Departures
Recommendation 1.5 Partially The Board has adopted a diversity
A listed entity should: policy, but due to its size and stage of
development does not disclose at the end
• have and disclose a diversity policy; of each reporting period, the measurable
• through its board or a committee of the objectives for achieving gender diversity
board, set measurable objectives for targets and whether this is in accordance
achieving gender diversity in the composition with the Company's policy.
of its board, senior executives, and workforce
The Board monitors the extent to which
generally; and
the level of diversity within the Company
• disclose in relation to each reporting period: is appropriate and periodically considers
– the measurable objectives set for that measure to improve.
period to achieve gender diversity; The Board will further consider the
– the entity's progress towards achieving establishment of objectives for achieving
those objectives; and gender diversity as the Company develops
– either: and its circumstances change.
– the respective proportions of men
and women on the board, in senior
executive positions and across the
whole workforce (including how the
entity has defined "senior executive"
for these purposes); or
– if the entity is a "relevant employer"
under the Workplace Gender Equality
Act, the entity's most recent "Gender
Equality Indicators", as defined in and
published under the Act.
Recommendation 1.6 Yes The Remuneration and Nomination
A listed entity should: Committee Charter outline the processes
to be used for evaluating the performance,
• have and disclose a process for periodically development and improvement of the
evaluating the performance of the board, its Board, its committees, and individual
committees, and individual directors; and Directors.
• disclose for each reporting period whether a
The Board regularly monitors its
performance evaluation has been undertaken
performance and the performance of
in accordance with that process during or in
the Directors and Board Committees
respect of that period.
throughout the year. This may occur
through an internal review led by the
Chair or be performed with the assistance
of external advisers as considered
appropriate.
No performance evaluation review with
respect to the Board, its committees or
individual Directors was undertaken during
the year given the appointment dates of the
current Directors.

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Principles and Recommendations Comply? Explanation for Departures
Recommendation 1.7 Yes All senior executives are subject to
A listed entity should: performance targets, set annually and
aligned with overall business goals and the
• have and disclose a process for evaluating Company's requirements to the position.
the performance of its senior executives at
least once every reporting period; and Formal performance evaluation against
these targets occurs annually, with informal
• disclose for each reporting period whether a
assessment carried out throughout the year.
performance evaluation has been undertaken
in accordance with that process during or in Performance evaluation informs the
respect to that period. executive's development plan. Performance
pay components of executives' packages
are also dependent on the outcome of
the evaluation.
Principle 2 – Structure the board to be effective and add value
Recommendation 2.1 Yes The Company has implemented a
The board of a listed entity should: combined Nomination and Remuneration
Committee, operating under the Nomination
• have a nomination committee which: and Remuneration Committee Charter
– has at least three members, a majority of (available on the Company's website).
whom are independent directors: and The Committee is comprised of a majority
– is chaired by an independent director; of independent directors, being Don Runge
• and disclose: (Non-Executive Chairman), Gamini Colless
(Non-Executive Director) and Graham
– the charter of the committee; Howard (Director/CEO). Mr Runge (Board
– the members of the committee; and Chair) also acts as Committee Chair.
– as at the end of each reporting period, The role of the Committee is to review and
the number of times the committee met make nomination recommendations to the
throughout the period and the individual Board in relation to:
attendances of the members at those
meetings; or • succession planning for the Board, CEO
and senior executives, recruitment and
if it does not have a nomination committee, the appointment and re-election of
disclose that fact and the processes it employs Directors;
to address board succession issues and ensure
• induction and continuing professional
that the board has the appropriate balance of
development;
skills, knowledge, experience, independence,
and diversity to enable it to discharge its duties • performance evaluation;
and responsibilities effectively. • evaluating the balance of skills,
knowledge, experience, independence,
and diversity on the Board; and
• preparing a description of the role and
capabilities required for a particular
appointment.

90 VHM Limited | Prospectus

Principles and Recommendations Comply? Explanation for Departures
Recommendation 2.2 Yes The Board's Skills Matrix seeks to achieve
A listed entity should have and disclose a board a balance of diverse attributes relevant to
Skills Matrix setting out the mix of skills and the Company’s operations and markets,
diversity that the board currently has or is looking including skills sets, background, gender,
to achieve in its membership. geography, and industry experience. In
addition, the following skills have also been
identified as being necessary: operational
management, exploration and geology,
mining engineering, project delivery,
finance, corporate governance, legal, and
commercial negotiations.
A profile of each Director’s skills,
experience and period of office is set out
in the Directors' Report as part of the latest
Annual Report.
Recommendation 2.3 Yes The Company will disclose in its Annual
A listed entity should disclose: Report those Directors it considers
independent Directors and the
• the names of the directors considered by the considerations given in determining
board to be independent directors; independence. The Annual Report
• if a director has an interest, position or also includes the length of service of
relationship of the type described in Box each Director.
2.3 (Factors relevant to assessing the
independence of a director) but the board is
of the opinion that it does not compromise
the independence of the director, the nature
of the interest, position or relationship in
question and an explanation of why the board
is of that opinion; and
• the length of service of each director.
Recommendation 2.4 Partially Two of the current four Directors, (Don
A majority of the board of a listed entity should be Runge, Non-Executive Chairman and
independent directors. Gamini Colless, Non-Executive Director) are
considered to be independent.
The Board considers that given the size and
scope of the Company’s operations, it has
the relevant experience in the exploration
and mining industry and is appropriately
structured to discharge its duties in a
manner which is in the best interests of the
Company and its Shareholders.
Recommendation 2.5 Yes The roles of Chair of the Board and CEO
The chair of the board of a listed entity should be are separate and distinct.
an independent director and should not be the The Non-Executive Chairman, Mr Don
same person as the CEO of the entity. Runge, is considered to be independent.

VHM Limited | Prospectus 91

Principles and Recommendations Comply? Explanation for Departures
Recommendation 2.6 Yes In accordance with the Company’s Board
A listed entity should have a program for Charter, the Board is responsible for the
inducting new directors and provide appropriate approval and review of induction and
professional development opportunities for continuing professional development
directors to develop and maintain the skills and programs and procedures for Directors to
knowledge needed to perform their role as ensure they can effectively discharge their
directors effectively. responsibilities.

Principle 3 – Instil a culture of acting lawfully, ethically, and responsibly

Recommendation 3.1 Yes The Board has approved a statement
A listed entity should articulate and disclose of Company Values (available on the
its values. Company's website) and charges the
Directors with the responsibility of
implementing them.
Recommendation 3.2 Yes The Company has adopted a Code of
A listed entity should: Conduct (available on the Company's
website) for the Board, senior executives
• have and disclose a code of conduct for its and employees which promote the highest
directors, senior executives, and employees; standards of ethics and integrity in carrying
and out their duties to the Company.
• ensure the board or a committee of the
board is informed of any material breaches of
that code.
Recommendation 3.3 Yes The Board has adopted a whistleblower
A listed entity should: policy (available on the Company's
website) to ensure concerns regarding
• have and disclose a whistleblower policy; and unacceptable conduct including breaches
• ensure that the board or a committee of the of the Company's code of conduct can
board is informed of any material incidents be raised on a confidential basis, without
reported under that policy. fear of reprisal, dismissal, or discriminatory
treatment.
Recommendation 3.4 Yes The Board has a zero-tolerance approach
A listed entity should: to bribery and corruption and is committed
to acting professionally, fairly and with
• have and disclose an Anti-Bribery and integrity in all business dealings.
Corruption Policy; and
The Board has adopted an Anti-bribery
• ensure that the board or a committee of the
and Anti-corruption Policy (available on
board is informed of any material breaches of
the Company's website) for the purpose of
that policy.
setting out the responsibilities in observing
and upholding the Company's position
on bribery and corruption and provide
information and guidance to those working
for the Company on how to recognise and
deal with bribery and corruption issues.

92 VHM Limited | Prospectus

Principles and Recommendations Comply? Explanation for Departures
Principle 4 – Safeguard the integrity of corporate reports
Recommendation 4.1 Partially The Board does not have a standalone
The board of a listed entity should: Audit Committee. Instead, it has
implemented a combined Audit and Risk
• have an audit committee which: Committee operating under the Audit
– has at least three members, all of whom Committee Charter (available on the
are non-executive directors and a majority Company's website)
of whom are independent directors; and Due to the Company's size and stage of
– is chaired by an independent director, development, this Committee does not
who is not the chair of the board, have at least three non-executive members.
• and disclose: It is however Chaired by an independent
Director, being Mr Gamini Colless.
– the charter of the committee;
– the relevant qualifications and experience
of the members of the committee; and
– in relation to each reporting period, the
number of times the committee met
throughout the period and the individual
attendances of the members at those
meetings; or
if it does not have an audit committee, disclose
that fact and the processes it employs that
independently verify and safeguard the
integrity of its corporate reporting, including the
processes for the appointment and removal of
the external auditor and the rotation of the audit
engagement partner.
Recommendation 4.2 Yes The Board relies on management
The board of a listed entity should, before it accountability for the Company’s financial
approves the entity's financial statements for a statements and reports for a financial
financial period, receive from its CEO and CFO period where it requires the CEO and CFO/
a declaration that, in their opinion, the financial Company Secretary, to provide declarations
records of the entity have been properly that in their opinion, the financial records
maintained and that the financial statements and reports have been properly maintained
comply with the appropriate accounting and presented and comply with appropriate
standards and give a true and fair view of the accounting standards, giving a true and fair
financial position and performance of the entity view, in all material respects, of the financial
and that the opinion has been formed on the position and performance of the Company
basis of a sound system of risk management and and its entities.
internal control which is operating effectively.

VHM Limited | Prospectus 93

Principles and Recommendations Comply? Explanation for Departures
Recommendation 4.3 Yes When preparing reports for release to the
A listed entity should disclose its process to verify market including the periodic reports, these
the integrity of any periodic corporate report reports shall be prepared and reviewed
it releases to the market that is not audited or by the CEO before being presented to the
reviewed by an external auditor. Board for review and approval. Such reports
shall not be released to market without this
review and approval process.
Principle 5 – Make timely and balanced disclosure
Recommendation 5.1 Yes The Company has adopted a Continuous
A listed entity should have and disclose a Disclosure Policy (available on the
written policy for complying with its continuous Company's website) which details the
disclosure obligations under ASX Listing Rule 3.1. Company’s disclosure requirements as
required by the Listing Rules and other
relevant legislation.
Recommendation 5.2 Yes The Company Secretary is responsible for
A listed entity should ensure its board communicating with ASX and overseeing
promptly receives copies of all material market and coordinating the timely disclosure of
announcements after they have been made. information to ASX, subject to prior review
and approval of all announcements by
the Directors.
The Company Secretary ensures that
the Board are aware of when any
announcement is due to go out and when
the confirmation of release is received by
the ASX, the Company Secretary promptly
forwards this to the Board.
Recommendation 5.3 Yes The Company Secretary is charged with
A listed entity that gives a new and substantive this responsibility in accordance with the
investor or analyst presentation should release Continuous Disclosure Policy.
a copy of the presentation materials on the
ASX Market Announcements Platform ahead of
the presentation.

94 VHM Limited | Prospectus

Principles and Recommendations Comply? Explanation for Departures
Principle 6 – Respect the rights of security holders
Recommendation 6.1 Yes The Company keeps investors informed
A listed entity should provide information through its website, which contains
about itself and its governance to investors via information on the Company, the Board
its website. and the corporate governance policies
and procedures of the Company. Through
its website, investors can access copies
of the Company's annual, half-yearly and
quarterly reports (for at least three historical
years), announcements to the ASX,
notices of meeting, presentations, and key
media coverage.
Recommendation 6.2 Yes The Company has a Shareholder
A listed entity should have an investor relations Communication Policy (available on
program which facilitates effective two-way the "Corporate Governance" page of
communications with investors. the Company's website). The policy
encourages shareholder participation and
engagement with the Company. It also
facilitates communication directly between
Shareholders and the Company, with any
Shareholder queries coordinated through
the Company Secretary.
Recommendation 6.3 Yes The Shareholder Communications Policy
A listed entity should disclose how it facilitates encourages Shareholder participation at
and encourages participation at meetings of Shareholders' meetings. Shareholders
security holders. are provided with all notices of meeting
and the Chair's address prior to meetings.
The Company's lead auditor is also
made available for questions at the
annual general meeting. Shareholders
are also always given the opportunity
to ask questions of the Directors and
management, either during or after
Shareholders' meetings.
Recommendation 6.4 Yes The Company conducts a poll at
At a meeting of security holders, a listed entity meetings of security holders to decide
should ensure all substantive resolutions are each resolution.
decided by a poll rather than by a show of hands.
Recommendation 6.5 Yes Shareholders can register with Automic
A listed entity should give security holders the to receive email notifications of when an
option to receive communications from, and send announcement is made by the Company to
communications to, the entity and its security the ASX, including the release of annual,
registry electronically. half-yearly and quarterly reports.

VHM Limited | Prospectus 95

Principles and Recommendations Comply? Explanation for Departures
Principle 7 – Recognise and manage risk
Recommendation 7.1 Yes The Company has implemented a
The board of a listed entity should: combined Audit and Risk Committee,
operating under the Audit and Risk
• have a committee or committees to oversee Committee Charter (available on the
risk, each of which: Company's website).
– has at least three members, a majority of The Committee consists of two
whom are independent directors; and independent Directors (Mr Colless and
– is chaired by an independent director, Mr Runge) and one executive Director
• and disclose: (Mr Allen) who is not considered to be
independent.
– the charter of the committee;
The Committee is Chaired by independent
– the members of the committee; and
Director, Mr Colless, who is not the Chair of
– as at the end of each reporting period, the Board.
the number of times the committee met
throughout the period and the individual
attendances of the members at those
meetings; or
if it does not have a risk committee or committees
that satisfy above, disclose that fact and the
processes it employs for overseeing the entity's
risk management framework.
Recommendation 7.2 Partially As stated above, the Company has a
The board or a committee of the board should: combined Audit and Risk Committee
which oversees the Company's risk
• review the entity's risk management management framework.
framework at least annually to satisfy itself
that it continues to be sound, and that the The committee will review the Company’s
entity is operating with due regard to the risk risk management framework bi-yearly to
appetite set by the board; and satisfy itself that it continues to be sound.
• disclose, in relation to each reporting period,
whether such a review has taken place.
Recommendation 7.3 No The Company does not have an
A listed entity should disclose: independent internal audit function.
Due to the nature and size of the
• if it has an internal audit function, how Company's operations, and the Company's
the function is structured and what role it ability to derive substantially all of the
performs; or benefits of an independent internal audit
• if it does not have an internal audit function, function, the expense of an independent
that fact and the processes it employs for internal auditor is not considered to
evaluating and continually improving the be appropriate.
effectiveness of its risk management and
internal control processes.

96 VHM Limited | Prospectus

Principles and Recommendations Comply? Explanation for Departures
Recommendation 7.4 Partially The Company identifies and manages
A listed entity should disclose whether it has any material exposure to environmental and
material exposure to environmental and social social risks in a manner consistent with its
risks and, if it does, how it manages or intends to Risk Management Policy (available on the
manage those risks. Company's website).
The Company has, and continues to,
undertake various organisation wide risk
reviews to identify potential business risks.
The Company does not disclose climate
and carbon related risks and opportunities
with reference to the framework developed
by the Task Force on Climate-Related
Financial Disclosures.
Principle 8 – Remunerate fairly and responsibly
Recommendation 8.1 Yes The Company has a combined Nomination
The board of a listed entity should: and Remuneration Committee, which
operates under the Nomination and
• have a remuneration committee which: Remuneration Committee Charter
– has at least three members, a majority of (available on the Company's website).
whom are independent directors; and The composition of the Committee complies
– is chaired by an independent director, with Recommendation 8.1, and is discussed
• and disclose: above in respect of Recommendation 2.1.

– the charter of the committee;

– the members of the committee; and
– as at the end of each reporting period,
the number of times the committee met
throughout the period and the individual
attendances of the members at those
meetings; or
if it does not have a remuneration committee,
disclose that fact and the processes it employs for
setting the level and composition of remuneration
for directors and senior executives and ensuring
that such remuneration is appropriate and
not excessive.

VHM Limited | Prospectus 97

Principles and Recommendations Comply? Explanation for Departures
Recommendation 8.2 Yes The Nomination and Remuneration
A listed entity should separately disclose Committee reviews and approves the
its policies and practices regarding the Executive Directors’ Board and Committee
remuneration of non-executive directors and the fees and any other forms of remuneration,
remuneration of executive directors and other subject to shareholder approved limits and
senior executives. the Company’s constitution.
All Directors of the Company typically
receive remuneration comprising of a base
salary component and other fixed benefits
based on the terms of their respective
employment agreements with the Company
or its subsidiaries, and potentially the ability
to participate in incentive plans.
Details of the remuneration of the Directors
and other executives are outlined in
Sections 6.7, 7.14 and 7.15 of this Prospectus
and are included in the Company's
Annual Reports.
Recommendation 8.3 Yes The Company's Trading Policy (available
A listed entity which has an equity based on the Company's website) prohibits
remuneration scheme should: the hedging of unvested performance
share rights and vested securities that
• have a policy on whether participants are are subject to disposal restrictions at all
permitted to enter into transactions (whether times, irrespective of trading windows.
through the use of derivatives or otherwise) This is intended to prevent transactions
which limit the economic risk of participating which could distort the proper functioning
in the scheme; and of performance hurdles or reducing the
• disclose that policy or a summary of it. intended alignment between management's
For the purposes of this policy, hedging includes and Shareholders' interests.
the entry into any derivative transaction such For the purposes of this policy, hedging
as options, forward contracts, swaps, futures, includes the entry into any derivative
warrants, caps and collars and any other transaction such as options, forward
transaction in financial products which operate contracts, swaps, futures, warrants, caps
to limit (in any way) the economic risk associated and collars and any other transaction in
with holding the relevant securities. financial products which operate to limit (in
any way) the economic risk associated with
holding the relevant securities.

98 VHM Limited | Prospectus

VHM Limited | Prospectus 99
100 VHM Limited | Prospectus
7. Material Contracts
The Directors consider that certain contracts entered Until then, ramp up arrangements
into by the Company are material to the Company have been agreed, with Shenghe able
or are of such a nature that an investor may wish to to request further supply if otherwise
have particulars of them when assessing whether available and not sold.
to apply for Shares under the Offer. The provisions
(ii) Term (General): The initial term is for three
of such material contracts are summarised in
years commencing on the first commercial
this Section.
shipment of the Product (Term), subject
to termination on the earlier of: (1) mutual
agreement; or (2) material breach by a
7.1 Offtake MOU – Goschen Project party following failure to remedy on either
On 25 October 2022, the Company signed a 7 days' notice (for monetary breaches)
Memorandum of Understanding with Shenghe or 21 days' notice (for non-monetary
Resources (Singapore) Pte. Ltd. (Shenghe), breaches). The Term may be extended
a subsidiary of Shenghe Resources Holding Co. Ltd. by mutual agreement on the same or
(Shenghe Holdings) for the sale REMC and HMC varied terms.
to be produced at the Goschen Project (together, (iii) Term (Specific Products): Notwithstanding
the Products). the Term, the obligation to supply REMC
Shenghe Holdings is a world-class developer, ends upon the commissioning of the
producer and supplier of rare earth resources and Hydromet Circuit and to supply HMC ends
related products, is listed on the Shanghai Stock upon the commissioning of the mineral
Exchange (SSE:600392). separation plant (MSP) and associated
facilities. In each case, the beneficiated
A summary of the key terms: products may still be supplied for the
(a) Legally binding unexpired portion of the Term, subject to
terms being agreed no later than 6 months
The MOU is preliminary to entry into a binding take
from the planned commissioning date.
or pay offtake agreement (Offtake Agreement),
to occur within four months of the MOU. The key The parties have also committed to
commercial terms are however set out in the MOU undertaking extension or renewal
which is legally binding, subject to satisfaction discussions within 180 days of the expiry
of the conditions precedent (described below). of the initial Term.
The agreement is governed by the laws of the (iv) Additional supply: If the nameplate
United Kingdom. capacity of the Goschen Project
(b) Offtake commitment, Term and Termination processing facilities are to be expanded
the Company may notify that intention to
(i) Level of commitment: Shenghe has
Shenghe, which will in turn have 30 days
commitment to purchase 6,400tpa of
to advise if it wishes to acquire any of the
REMC and 100,000tpa of HMC for each
increased production and its proposed
calendar year of the Term, and is to be
terms. The Company is not obligated
on a take or pay basis. This represents
to accept.
approximately 53.33% and 54.35%
respectively of the expected annual (c) Conditions precedent
nameplate production of REMC and HMC. Commencement is subject to the following
The obligation to supply or take monthly conditions:
contracted tonnages will not commence (i) Agreement of detailed pricing calculations
until production at the Plant has achieved for Product sales, including related costs,
at least 90% of the nameplate production treatment expenses and premiums or
rate for a period of 30 days. discounts against agreed reference prices,
default pricing methodology and payment
terms, on or before 31 December 2022;

VHM Limited | Prospectus 101

 (ii) The Company making the FID to proceed (e) Other terms
with the Goschen Project;
The Product is to be sold CIF (Incoterms 2020) with
(iii) The Company raising debt and equity the loading port yet to be confirmed. Title for each
funding on satisfactory terms that are shipment is to pass on loading (subject to a letter of
sufficient to develop the Goschen Project; credit or payment of invoice) and risk shall pass upon
the Product being loaded (irrespective of payment).
(iv) The grant of one or more mining licenses
All taxes are payable by the Company to the point on
over the area of RL 6806;
loading, and by Shenghe thereafter.
(v) Granting of all required approvals and
The final Offtake Agreement shall provide for other
consents in order to construct and operate
terms customary for take or pay arrangements,
the Goschen Project and to sell the
including payment terms, warranties, force majeure,
Products;
mutual limitation of liability, sampling, weighing,
(vi) Securing land ownership or use for the shipping, scheduling, loading, laytimes, demurrage
area of the mining licence or mining and dispatch, and dispute resolution processes
licences overlay; and (to provide for expert determination and if required,
(vii) Entry into the Offtake Agreement to arbitration to be conducted in Singapore pursuant to
the Company's satisfaction on terms the rules of the International Chamber of Commerce).
consistent with the MOU.
7.2 Demerger Asset Sale Agreement
Other than the pricing calculation condition at (i) The Company entered into an asset sale agreement
above, no time frame is specified for satisfaction of (ASA) on 9 March 2022 with newly incorporated
the other conditions. wholly owned subsidiary VP Minerals Limited (VPM).
(d) Pricing Pursuant to the ASA, the Company agreed to transfer
certain Demerger Assets comprising four existing
The MOU establishes a methodology for determining exploration licences (ELs) and the ELs granted under
base prices for the Products (in US dollars) against four exploration licence applications (ELAs), and
agreed published benchmark prices and subject related information and intellectual property (together,
to adjustment for premiums or discounts against the Demerger Assets). The ELs and the ELAs are
such reference prices, recovery factors and agreed prospective for gold and other metalliferous elements.
cost netbacks. The ASA also includes obligations in respect of two
Pricing is to be reviewed and agreed quarterly. ELs that are to remain with the Company.
Either party has the right to request price A summary of the key terms of the ASA is
re‑negotiation where the prices vary by more outlined below:
than 5% from the price that would have been
payable in accordance with one of two alternative (a) (Exploration Licences):
pricing methods set in the MOU (based on actual (i) The existing ELs to be transferred under
market prices and separation and refining costs the ASA are:
or benchmark prices). If agreement is not reached
within 30 days, that alternative method will apply to (a) EL 6926, granted on 12 July 2019;
the remainder of the Term. (b) EL 6915, granted on 12 July 2019;
(c) EL 6895, granted on 1 May 2019; and
(d) EL 6923, granted on 21 May 2019.
Together, these are the Existing Licences.

102 VHM Limited | Prospectus

 (ii) The licences to be granted as a result of (c) (First and Second Completion and related
the ELAs, and subsequently transferred Conditions): Completion is to occur in two
under the ASA, are: stages, with:
(a) EL 7807; (i) the 'First Completion' to relate to the
transfer of the Existing Licences and to
(b) EL 7810;
occur following receipt of the regulatory
(c) EL 7803; and approvals required for the transfer of the
(d) EL 7827. Existing Licences (First Condition); and

Together, these are the New Licences. (ii) the 'Second Completion' to relate to the
ELAs and to occur following the grant
It is noted that four New Licences (EL 7807, of the New Licences (noting ELAs are
EL 7810 and EL 7827) have since been granted, not legally capable of transfer unless
however, due to legal restrictions cannot be the relevant EL is granted, and until
transferred to VPM until August 2023 (being 12 12 months after grant date) and receipt
months after their grant date). of the regulatory approvals required
(iii) The ELs that are subject to obligations for the transfer of the New Licences
under the ASA, but remain held by the (Second Condition).
Company, are: Between First Completion and Second
(a) EL 6664; and Completion, VPM must pay for all
exploration costs relating to the ELAs
(b) EL 6419. (Exploration Costs), noting the Company
Together, these are the VHM Licences. may provide a loan to VPM to pay for
the Exploration Costs (on terms to be
(b) (Consideration): The total consideration separately agreed between the parties).
payable by VPM for the Demerger Assets is the First completion has occurred.
sum of the:
(d) (Termination): The Agreement may be
(i) 'Base Consideration', being $1,418,834; terminated by the parties as follows:
and
Whilst First Completion has already occurred,
(ii) the aggregate amount of expenditure the Agreement may still be terminated by
incurred by the Company in respect of the parties if the Second Condition is not
the Demerger Assets in the period on satisfied by the relevant date, in which case
and from 1 January 2022 to the 'First the Company must repay to VPM the amount
Completion Date'. of the purchase price attributable to the
VPM must pay the Consideration in cash upon licences granted as a result of the ELAs (being
'First Completion' or by issuing 139,141,272 fully $156,000), pay VPM the Exploration Costs, and
paid ordinary Shares in VPM (Consideration return any relevant information.
Shares), as required at the election of the
Company. The Company has elected to receive
the Consideration Shares which were issued on
20 July 2022.

VHM Limited | Prospectus 103

(e) (First and last rights of negotiation and (f) (Demerger and VPM Options):
refusal regarding deposits): For a period of
The VPM Demerger (including transfer of the
10 years after the First Completion Date (the
Demerger Assets and in-specie distribution of all
Post-Completion Period) the parties are subject
Shares held by the Company in VPM) completed
to reciprocal undertakings concerning the
in August 2022.
disposal by VHM of any gold deposits in the
VHM Licences and by VPM of any rare earth The ASA obliged VPM to issue options to
and minerals sands deposits in the Existing subscribe for ordinary Shares in the capital of
Licences or New Licences (together, Deposits), VPM to each of the Company's Noteholders to
as follows: compensate those Noteholders for the Demerger.
These options have been issued by VPM as part
(i) in relation to any Deposits identified
of finalising the VPM Demerger.
by a party prior to First Completion –
the other party may, at any time during the (g) (Farm-out):
Post‑Completion Period, notify the holder If at any time prior to Second Completion, the
of Deposit that it wishes to purchase the Company and VPM cease to be related parties
Deposit, triggering an exclusive three (including due to the Demerger), the parties must
month negotiation period to conclude a negotiate a farm-out arrangement, in good faith
sale; and and on terms to be agreed.
(ii) in relation to any Deposits discovered The ASA is otherwise on standard commercial
during the Post-Completion Period – the terms, with the Company (as the purchaser)
discovering party must promptly notify liable to pay duty, and neither party granting any
the other party of the discovery, triggering indemnities to the other.
a right of that other party to acquire
the Deposit. If taken up, this triggers an 7.3 VPM Support Agreements
exclusive three month negotiation period
The Company continues to support VPM in a technical
to conclude sale.
and financial sense with support available to VPM
In each case, the proposed buyer must to fund working capital. This includes support to
nominate a proposed sale price (Nominated fund tenement commitments until such time as VPM
Price), which the proposed seller may accept conducts its own capital raising.
or reject.
(a) Loan Facility Agreement
Within six months of negotiations ceasing, the
The Company (as Lender) has entered into a
Deposit may be offered to a third party. If the
Loan Facility Agreement and General Security
price proposed by the third party is not more
Agreement with VPM (as Borrower and Grantor)
than 110% of the Nominated Price, the other
on 9 May 2022 to ensure VPM has sufficient
party has a last right of refusal to acquire the
funding for the Demerger Assets, until such time
Deposit on the same terms and conditions as
as it can raise its own funds.
proposed by the third party.
The key terms of the loan are as follows:
If this last right of refusal is not taken up, the
proposed seller has a further three months (i) (Maximum draw down amount): $3 million
within which to conclude a sale with the third from the date of the Agreement until the first
party. If no transaction is concluded within the anniversary of that date, and $2 million on
stipulated time frames, these first and last rights and from the first anniversary of the date of
of refusal shall be re-enlivened. Agreement.
(ii) (Purpose): payment of VPM's exploration
licence work commitments and budgeted
administrative expenses (subject to the
Company's written consent).

104 VHM Limited | Prospectus

 (iii) (Term): Two years. The Land Access Agreements have several key
terms in common, including:
(iv) (Interest): Bank Bill Swap Rate (BBSW) +
10% with interest to accrue on the daily (a) (Consideration): The Company is required to
balance and payable when the loan is pay compensation to various parties under the
repayable. Land Access Agreements as follows:
(v) (Repayment events): The loan is repayable (i) sign on payment of $1,000 to the
on the second anniversary of the date of landowner and/or Occupier;
the Agreement. If VPM raises equity prior
(ii) an amount for disturbed crop to be
to that date, it must repay the lower of
negotiated by reference to a calculation
(i) the amount of the loan, and (ii) 90% of
formula to the Crop Owner;
the funds raised. VPM may prepay all or
part of the loan amount to the Company (iii) drilling fee of $50/hole to the landowner;
at any time prior to the termination date and
without penalty. (iv) compensation for other activities as
Pursuant to a separate General Security negotiated pursuant to an application to
Agreement, VPM has also granted a security be paid.
interest in, and charge over, all of its present (b) (Term): The term of each Land Access
and after-acquired property (including personal Agreement is the period from the date of the
and real property, undertakings, assets, rights Agreement to the earlier of two years after
and interests) to secure the repayment of the Company ceases to hold the Exploration
the loan. Licence and termination of the Agreement.
The Loan Facility Agreement and General This ensures that the Company has land access
Security Agreement otherwise contain terms for the life of the relevant licence tenure. The
and conditions considered standard for Land Access Agreements were entered into
agreements of those types. between the period of 14 February 2018 to 17
September 2021.
(b) Services Agreement
(c) (Termination): Each Land Access Agreement
The Company also entered into a Services
shall terminate on the earlier of:
Agreement with VPM in August 2022 under
which the Company provides technical, finance, (i) expiration of the term of the Agreement;
administrative and support services to VPM on (ii) expiration of 30 business days' written
a cost plus 10% basis. notice by the Company to the Land Holder
and/or Occupier;
7.4 Land Access Agreements –
Goschen Project (iii) upon cancellation of the relevant
Exploration Licence which overlies the
The Company has entered into separate land
subject land parcel;
access and compensation agreements (Land Access
Agreements) with landowners and occupiers of the (iv) expiration of 30 business days' written
land within the Goschen Project area. The Land notice by the Land Holder to the Company
Access Agreements provide compensation to, and where the Company has committed a
consent from, the owners and occupiers of land material breach of the Agreement and
pursuant to Section 43(1) (e) and Part 8 of the Mineral failed to remedy that breach; or
Resources (Sustainable Development) Act 1990. (v) expiration of five business days' written
notice by the Company to the Land Holder
and/or Occupier when that counterparty
has committed a material breach of
the Agreement and failed to remedy
that breach.

VHM Limited | Prospectus 105

There have been various activities conducted by the Company requiring compensation under the Land Access
Agreements to date. The aggregate amount of compensation paid to landowners and Occupiers under these
agreements is immaterial, but indicatively the aggregate compensation paid for the financial year ended
30 June 2021 was in the vicinity of $5,000. The aggregate amount for the year ended 30 June 2022 being
approximately $nil.
The Land Access Agreements are otherwise on standard commercial terms, and pertinently are sufficient
(in terms of geographic coverage and subject matter) to cover the Company's current activities. The identity of the
counterparties is otherwise not material to investors and subject to obligations of confidentiality.

7.5 Land Acquisition Agreements – Goschen Project

GPB Land Holdings Pty Ltd (GPB Land Holdings) and GPF Land Holdings Pty Ltd (GPF Land Holdings), both
wholly owned subsidiaries of the Company, have separately entered into three Land Acquisition Agreements
for land within the Goschen Project area (Land Acquisition Agreements).
The subject land underlies that part of the Goschen Project area that is needed for the Proposed Operation
and includes associated infrastructure. The identity of the counterparties is otherwise not material to investors.
The total consideration payable for the three existing Land Acquisition Agreements will depend on the dates
that these agreements are finally settled and may vary from $10.3 million to $15 million. The Company also
has monthly instalment obligations to be met for these contracts until their respective settlement dates in the
vicinity of $153,000 in aggregate for all three contracts.
A further breakdown of the consideration payable under each is outlined in the below table.

Land Acquisition
Agreement Consideration Land
First Agreement $2,819,229, with payments structured as follows: Land located in
dated 29 July 2020 Lalbert Victoria
• $510,000 deposit paid on the date of the
which underlies
Agreement; and
RL6806
• monthly instalments in accordance with the
payment schedule in the Agreement;
• with the balance of the purchase price due at
settlement on 15 December 2030.
Second Agreement also $1,416,403, with payments structured as follows: Land located in
dated 29 July 2020 Lalbert Victoria
• $260,000 deposit paid on the date of the
which underlies
Agreement;
RL6806
• monthly instalments in accordance with the
payment schedule in the Agreement;
• with the balance of the purchase price due at
settlement on 15 December 2030.
Third Agreement $6,550,000, with payments structured as follows: Land located in
dated 8 December 2020 Lalbert Victoria
• $550,000 deposit paid on the date of the
which underlies
Agreement;
RL6806
• $1,200,000 per annum by monthly instalments of
$100,000 commencing 1 January 2021; and
• interest only monthly instalments of $35,500 from
the date of Agreement to 31 December 2020;
• with the balance of the purchase price due at
settlement on 1 January 2026.

106 VHM Limited | Prospectus

A summary of the key terms of the First Agreement A summary of the key terms of the Third Agreement
and Second Agreement is outlined below: is outlined below:
(a) (Settlement): Settlement is due on 15 December (d) (Settlement date): Settlement is due on
2030 or earlier by mutual agreement. 1 January 2026.
(b) (Early completion): GPF Land Holdings may at (e) (Early settlement): GPB Land Holdings may
any time request the contract be completed request an earlier settlement date by giving
earlier than 15 December 2030 by giving not 30 days' written notice. If GPB Land Holdings
less than a period of nine calendar months serves such notice, the contract must be
written notice requiring settlement to be completed within 30 days' of receipt by the
completed (Early Completion Notice) and vendor of said notice.
paying the relevant sum prescribed by the
(f) (Adjustment of purchase price): In the event
Agreement.
of GPB Land Holdings (within three years of
(c) (Adjustment of purchase price): settlement), purchasing any other farming zoned
The adjustment date is the earlier of the date land exceeding 300 acres within a radius of
of the Early Completion Notice and 2 February 10km of the land the subject of this contract
2023 (Adjustment Date). Within 21 days of the at a price exceeding an agreed price per acre
Adjustment Date, GPF Land Holdings must (Benchmark Price), then GPB Land Holdings
obtain an independent valuation of the subject will advise the vendors of such sale and will
land to ascertain its market value as at 1 January pay to the vendors a further sum reflecting the
2018 and the Adjustment Date. If the value of difference between the price paid for the other
the land at the Adjustment Date is greater than land and the Benchmark Price applied to the
the purchase price, an adjustment will be due to relevant land area.
the vendor, calculated as follows.
(g) (Vendor licence to reside): On the settlement
Any increase (if any) in value will be applied as date, GPB Land Holdings will grant to the
a percentage: vendors a licence to reside in the homestead
on the land.
(i) in the case of the First Agreement, to the
figure of $2,763,950, and to the extent All three Agreements also contains a first right of
that the resulting sum exceeds the sum of refusal in favour of the vendor. If GPF Land Holdings
$55,279, the resulting sum must be paid Pty Ltd decides to sell or dispose of any or all of the
by GPF Land Holdings to the vendor; and land acquired under the First Agreement, it must first
offer the vendor the opportunity to re-purchase that
(ii) in the case of the Second Agreement, to
land for the sum of $1.00 plus GST. The vendor has
the figure of $1,388,639, and to the extent
60 days within which to accept. There is no time limit
that the resulting sum exceeds the sum of
on this obligation.
$27,773, the resulting sum must be paid by
GPF Land Holdings to the vendor. None of the three Land Acquisition Agreements
provide any right of access prior to the date of
settlement. However, the land the subject of
these agreements is the subject of Land Access
Agreements discussed in Section 7.4, ensuring
that the appropriate regulatory requirements in
respect of conduct and compensation are met for
any activities conducted by the Company during the
pre-acquisition period.
The Land Acquisition Agreements are otherwise on
standard commercial terms for contracts for the sale
of land and adopt the Law Institute of Victoria/Real
Estate Institute of Victoria terms (applicable as at
August 2019).

VHM Limited | Prospectus 107

Fourth Land Acquisition Agreement
The Company via newly incorporated wholly owned subsidiary (GPBJ) will shortly enter into a further Land
Acquisition Agreement in respect of a further parcel of land within the Goschen Project area. Whilst not yet
signed, in principle agreement has been reached with the vendor; with final contract paperwork expected
within the next 4-6 weeks. A summary of the key terms agreed between the parties follows:

Land
Acquisition
Agreement Consideration Land
Fourth $2,690,000 with payments structured as follows: Land located in
Agreement Lalbert Victoria
• $269,000 deposit payable on execution
(pending) which underlies
• $1,210,500.00 payable on or before 15 December 2022; and RL6806
• the balance of $1,210,500.00 payable at settlement (due six
months after the date of execution).

A summary of the key terms of the Fourth Agreement 7.6 Property Purchase Agreement
is outlined below:
The Company entered into a contract of sale on or
(a) (Settlement): Due six months from execution of about 29 July 2022 with Nursub Pty Ltd (Nursub),
the Agreement; pursuant to which the Company recently acquired
a property located in Kerang, Victoria for total
(b) (Vendor right of first refusal): GPBJ will offer
consideration of $1,200,000 (plus GST).
the vendor the right to buy back the land the
subject of the Agreement at a price of $1.00 The warehouse is situated in a light industrial
when the Company has completed mining and area, which includes office space, display space,
rehabilitation of the land. substantial secure storage for core samples and
a laydown yard. The warehouse will provide
This obligation will occur when the earlier of the
an office base for VHM personnel visiting site,
mining operations on the land have ceased and
a central meeting point for future site visits
rehabilitation is completed; or in 35 years from
for key stakeholders and community and will
the date of the Agreement.
accommodate safety inductions and other briefings
(c) (Rehabilitation): Prior to the commencement prior to any site visits. It will house the core samples
of mining, an agricultural consultant shall be extracted from the field and the laydown area will
appointed to prepare a report to assess the be used for the receipt, temporary storage, and
"Productivity" of that part of the land required assembly of construction equipment and other
to carry out mining operations. The purchaser supplies.
must rehabilitate that land so that it is returned
The contract of sale is otherwise on standard terms
to a condition which is at least as productive as
and conditions.
determined by that report.
(d) (Vendor right to lease): The vendor will enter
into a lease with GPBJ to farm the subject
land for nominal rent until the Company
requires the land for mining or other resource
development processes.
Once this Fourth Land Acquisition Agreement is
finalised, the Company will have secured land
access to 100% of the mine footprint area and no
further land acquisitions are required or intended to
facilitate the Proposed Operation.

108 VHM Limited | Prospectus

7.7 Land Compensation Agreement – (d) (Sale of land to third party): If the landowner
sells the subject land to a third party, prior to
Goschen Project the settlement of that sale, the landowner must
The Company entered into a further Land Access procure that the new owner executes and
Agreement dated 19 August 2022 concerning deliver a deed of novation to the Company by
approximately 2,500 acres of land which comprises which the new owner agrees to observe and
a portion of the area required for the Proposed comply with the landowner's obligations under
Operation. During the operational period of this Agreement.
the Proposed Operation (Operational Period).
That agreement provides that the landowner must 7.8 L
 and Access Agreements –
not reside on the subject land and must support Cannie and Nowie Projects
the Proposed Operation and any applications
The Company proposes to undertake drilling at
made by the Company in connection with the
its Cannie and Nowie Projects on private land and
Goschen Project.
has entered into multiple commercial consent
A summary of the key terms of this agreement is agreements for land access.
outlined below:
Commercial consent agreements were entered
(a) (Compensation): The landowner will be paid into on 4 August 2022, 2 September 2022 and 19
an amount of $2 million after execution of the September 2022 in relation to land within the Nowie
Agreement to be put towards a new residence Project area (Nowie LAAs).
for the landowner during the operational period
Commercial consent agreements were entered
of the Proposed Operation.
into on 12 September 2022, 19 September 2022,
The Company will pay the landowner $150 per 30 September 2022 (x2), and 31 October 2022 in
acre per annum from the date the Operational relation to the Cannie Project area (Cannie LAAs).
Period commences, amounting to an aggregate
The Nowie LAAs and Cannie LAAs have key terms in
total of approximately $368,667 per annum.
common, a summary of which is set out below:
The Company will also pay the landowner
(a) (Compensation): Each landowner was paid an
$12,500 towards travel expenses.
amount of $2,000 on signing of the agreement.
(b) (Restrictions on the landowner): The Company will pay each landowner
The landowner is bound by the restrictions agreed amounts (as set out in the agreement)
and obligations set out in the Deed, including as compensation for exploration activities
that they may not reside on the property and conducted on the land (none of which are
must maintain the property in good condition, material).
during the operational period of the mine,
(b) (Term): Two years from the date of
which is expected to be at least 20 years.
each agreement.
(c) (Right of refusal): If the landowner seeks to sell
(c) (Indemnity): The Company indemnifies
the subject land during the term, the Company
each landholder against any loss or
will have the right to purchase the land on the
damage to neighbouring properties, public
same terms as the landowner is prepared to sell
roads and places, and people caused by
to a third party.
exploration activities in connection with the
relevant agreement.
The Company has secured all land access required
to carry out the programs for each of the Cannie
and Nowie Projects (as detailed at Sections 2.15
and 2.16 respectively).

VHM Limited | Prospectus 109

7.9 Consulting, Design and Engineering Contracts – Goschen Project
The Company is party to master consultancy agreements and consultancy service agreements (together,
Service Agreements) with several Tier-1 consultants and design and engineering companies under which
those parties are providing and will provide services in connection with the Goschen Project.
The Service Agreements are otherwise on terms considered customary for commercial agreements of
this type. The Company presently has $27 million committed over the next 12 months, which includes land
access and compensation, land acquisitions, tenement expenditure and exploration programs (as detailed at
Sections 2.14 to 2.16) and payments to consultants and design and engineering companies. Set out below is a
summary of the more material Service Agreements within the abovementioned committed expenditure, and
funds contractually committed under them, noting that under the Service Agreements, most of the committed
services and associated costs are subject to successful completion of the IPO.

110 VHM Limited | Prospectus

Material Agreements Current Contractual Commitments
Master Consultancy $600,000 addressing the following work packages:
Agreement with Minerals
• FEED
Technologies Pty Ltd
• Bulk sample metallurgical testing and REMC production
• Resource, metallurgical and verification testwork
Master Consultancy $400,000 AECOM commitments addressing the following work packages:
Agreement with AECOM
• Coordination of EES process, the scope of which includes management
Australia Pty Ltd
of subsidiary VHM contracts
• Management of work plan
• Sourcing and documentation for statutory licences, planning and
permit fees and rehabilitation plan
• Sourcing and quotations for VHM procurement of environmental
equipment for monitoring and governance
• Facilitating negotiations for vegetation offsets
Master Consultancy $1.7 million is committed to addressing the following work packages:
Agreement with
• Bulk sample site project management for drilling contractors, storage,
Right Solutions
handling, and transport of ore samples
• Site management of exploration drilling program on non Goschen,
Cannie and Nowie tenements)
• Consultant services including contract staffing in VHM key disciplines
Consultant Agreement with $600,000 addressing the following work packages:
TZ Minerals International
• Peer review and expert mineral sands market advice
Pty Ltd
• Owner’s representative for processing during FEED, to oversee and
guide the development of the relevant aspects relating to metallurgical
processing
• Quarterly mineral sands market update report
Letter of Engagement with $1.9 million addressing the following work packages:
Lawyers (regulatory and
• Legal support in relation to the Goschen Project EES process through
land access)
to the Minister for Planning’s assessment under the Environment
Effects Act 1978
• Advising on subsequent approvals up to the grant of a work plan
• Ongoing support in respect of managing land access arrangements

VHM Limited | Prospectus 111

7.10 Financing Arrangements
Convertible Note Agreements
As at the Prospectus Date, the Company has two classes of convertible notes on issue, being the 2021
Notes (issued in March and April 2021) and the 2022 Notes (issued in March and May 2022 pursuant to the
Pre‑IPO Offer).
The Company has entered into Convertible Note Agreements with each of the Noteholders.
Each of the 2021 Notes and 2022 Notes were issued without a disclosure document to Noteholders who are
a 'sophisticated investor', an 'experienced investor' or a 'professional investor' (within the meaning of Sections
708(8), 708(10) and 708(11) of the Corporations Act respectively).
The key terms of the Notes and Convertible Note Agreements are summarised follows:

Feature 2021 Notes 2022 Notes

Issued 29 March 2021 and 30 April 2021 Tranche 1: 15 March 2022
Tranche 2: 12 May 2022
Status Unsecured
Number 369 3,184 newly issued
(334 of which have now rolled over into (Now 3,518 in total including 2021 Notes
the 2022 Notes leaving 35 remaining) rolled over)
Face Value $10,000 $10,000
Aggregate Face $3,690,000 (now $350,000) $31,840,000 (now $35,180,000)
Value/Amount
Raised
Maturity Date 31 March 2023, which may be extended 31 January 2024, which may be extended
by the Company for six months to 30 by the Company for six months to
September 2023 if a Force Majeure 31 July 2024 if a Force Majeure Event
Event first occurs, or such later date first occurs.
agreed by the parties in writing.
Coupon 10% per annum, paid quarterly in arrears
Conversion into At Company's election, following receipt of ASX's Conditional Admission Letter, and
Shares prior to Admission. Any accrued but unpaid interest will be settled in cash.
If the Notes are converted and the IPO does not occur, the Company will selectively
buy-back the resulting Shares at a price equal to 110% of the Face Value of the Notes,
together with accrued interest.
Conversion Price 80% of the IPO Issue Price Dependent on date of Admission:
1. Admission on or before 30 June 2022 –
20% discount to the Offer Price ($1.08);
2. Admission between 1 July 2022 and
31 December 2022 – 25% discount to the
Offer Price $($1.0125);
3. Admission after 31 December 2022,
but before the Maturity Date –
30% discount to the Offer Price $($0.945).

112 VHM Limited | Prospectus

Feature 2021 Notes 2022 Notes
Conversion Shares 324,074 34,745,679
(Number of Shares
(Based on conversion at a 20% discount (Based on conversion at a 25% discount to
to be issued on
to the Offer Price, for remaining unrolled the Offer Price, for 2022 Notes and rolled
conversion)
2021 Notes only) 2021 Notes)
Voting Rights The Notes do not confer any voting rights at shareholder meetings. Shares issued
upon conversion will however rank equally in all respects with existing Shares in issue.
Redemption Redemption occurs as follows:
Maturity – If the Company has not elected to convert by the Maturity Date, the
Notes must be redeemed within 10 Business Days (in the case of the 2021 Notes) or
5 Business Days (in the case of the 2022 Notes) of the Maturity Date.
Change of control – The Company may redeem all of the Notes in the event of a
Change of Control (e.g. trade sale, takeover, scheme of arrangement, merger or
similar) before the Maturity Date.
Default – The Noteholder may require redemption by notice to the Company within
60 days after the occurrence of any Default Event.
In each case, redemption will occur at a price equal to 110% of the Face Value of the
Notes, together with accrued interest.
Impact of VPM As part of completing the VPM Demerger, holders of the 2021 Notes and 2022 Notes
Demerger were granted options in VPM to acquire Shares in VPM, exercisable at a nominal
price to ensure that Noteholders positions and interest in VPM is in parity with the
Noteholders interest in the Company prior to the VPM Demerger.
Force Majeure Each of the following is a Force Majeure Event:
• act of war (whether declared or not), hostilities, invasion, act of foreign enemies,
terrorism, or civil disorder;
• a strike or other industrial action or any other form of civil disturbance;
• a natural disaster;
• a pandemic event;
• any other unforeseeable circumstance beyond the control of the Company against
which it would have been unreasonable for the Company to take precautions,
in each case affecting on a general basis the business of the Company.
Default Event Default Events include:
• non-payment of amount owing;
• breach of warranty;
• material un-remedied breach of the Convertible notes agreement;
• the occurrence of an insolvency event.
Transferability The Notes are not transferable without the Company's consent.

VHM Limited | Prospectus 113

7.11 Lead Manager Mandate and The amount of the Withdrawal Fee
depends on the timing of the withdrawal.
Co-Manager Agreement As at the Prospectus Date, the only relevant
Lead Manager Mandate circumstance remaining is where withdrawal
The Company appointed Canaccord Genuity occurs after the signing of the Offer
(Australia) Limited (Lead Manager) to act as lead Management Agreement or lodgement of
manager in connection with the IPO Offer pursuant this Prospectus with ASIC. In that case, the
to a mandate letter dated 30 December 2021 Withdrawal Fee shall be $1,000,000, being
(Lead Manager Mandate), which was subsequently 5% of the gross proceeds of the IPO Offer
amended. (assuming the Minimum Subscription is raised),
representing the amount the Lead Manager
Under the Lead Manager Mandate, the Lead would have been paid had the IPO Offer
Manager will provide services and assistance completed.
customarily provided in connection with marketing
and execution of an initial public offer. (d) (Indemnities): To the maximum extent
permitted by law, the Company indemnifies
(a) (Fees): The Company will pay the Lead the Lead Manager from all claims against
Manager (or its nominees) a management fee them arising from the Lead Manager Mandate,
equating to 5.0% of the funds raised pursuant this Prospectus, the IPO Offer, misleading
to the IPO Offer (being $1,000,000 net of GST if statements or omissions in the Prospectus,
the Minimum Subscription is raised), subject to any claims under the Corporations Act,
successful completion of the IPO Offer. Refer to the Australian Competition and Consumer Act
Section 1.10 for further information regarding the or similar legislation, reviews or investigations
Lead Manager's interests in the Offer, including undertaken by ASIC or other governmental
fees payable. agencies pertaining to this Prospectus or
(b) (Termination) The Lead Manager Mandate may the IPO Offer, and any advertising, publicity,
be terminated by either party without cause statement and reports in relation to the IPO
upon 7 days' written notice to the other. Offer made by or with the written agreement
of the Company. These indemnities extend to
(c) (Withdrawal Fees): A Withdrawal Fee is all reasonable costs and expenses incurred in
payable to the Lead Manager if the Company connection with investigations and defences
terminates the mandate (other than as a result (including reasonable legal fees and expenses
of certain conduct of the Lead Manager or the on a full indemnity basis). These indemnities
Lead Manager's advice that the IPO cannot be do not apply to the extent that any claims have
successfully completed) and during the term resulted from fraud, gross negligence or wilful
of the mandate, and on or prior to the earlier breaches by the Lead Manager or any penalty
of 60 days after termination or 30 June 2022 or fine imposed on them for any contravention
(Tail Period) either of the following (being a of the Corporations Act.
'Withdrawal Event') occurs:
The Lead Manager Mandate contains additional
(i) the Company undertakes any alternative provisions considered standard for agreements of
form of equity or hybrid capital raising this nature.
other than the IPO Offer or the Pre‑IPO
Offer, other than from any existing
Company Shareholders or their related
bodies or affiliates;
(ii) the Company enters into an agreement
with a third party pursuant to which the
third party agrees to acquire 50% of more
of the Company (whether by way of share,
business, or asset purchase).

114 VHM Limited | Prospectus

Co-Manager Agreement (a) Canaccord Pre-IPO Mandate
On 2 November 2022, the Lead Manager The Canaccord Pre-IPO Mandate was entered into on
entered into a co-manager appointment letter 15 February 2022 and has now completed. It provided
appointing Reach as co-manager in relation to for a capital raising fee of 6% of the proceeds raised
the Offer (Co-Manager Agreement). Reach will under the Pre-IPO Offer from funds introduced by
perform obligations including actively marketing Canaccord, which equated to approximately $720,000.
and procuring applications under the Offer from It contained indemnities very similar to those contained
its clients. The key terms of the Co-Manager in the Lead Manager Mandate, save that such
Appointment Letter are: indemnities relate to the conduct of the Pre-IPO Offer.
Canaccord also has the benefit of lock-up and clear
(a) (Co-manager allocation): Reach must apply and
market provisions, which prevent the Company from
pay the Offer Price for (or procure application
conducting any further capital raising (debt or equity)
for and payment of the Offer Price for) the
or entering into any other material transactions or
Shares allocated to it (Co-Manager Allocation)
contracts, without Canaccord's consent.
to be distributed among Reach’s clients.
(b) (Minimum Co-Manager Allocation): Reach is (b) Reach Pre-IPO Mandate
guaranteed a minimum Co-Manager Allocation The Company entered into a mandate with Reach on
of Shares under the IPO Offer to the value of 18 December 2021, pursuant to which Reach provided
$5 million. Any bid in excess of the minimum advice and assistance in connection with the Pre-IPO
Co-Manager Allocation may be scaled back by Offer. The Reach Pre-IPO Mandate has now completed.
the Lead Manager and the Company at their Total fees paid to Reach upon conclusion of the
absolute discretion. Pre-IPO were $1,172,160 plus GST.
(c) (Co-Manager fee): The Lead Manager will
pay Reach a fee of 4.0% on the Co-Manager (c) William Buck Pre-IPO Mandate
Allocation (exclusive of GST), representing a The Company entered into a mandate with William
fee of $200,000 on the minimum Co-Manager Buck on 6 May 2022, for professional services in
Allocation. This fee is payable by the Lead connection with the Pre-IPO Offer. The mandate has
Manager (out of its own offer management fee) now been completed.
and not by the Company. The fee payable under the William Buck Pre-IPO
Mandate was a success fee calculated as 6% of the
7.12 Pre-IPO Mandates funds raised by William Buck from sophisticated and
The Company is a party to three mandates in respect wholesale investors. The total fees paid to William
of the Pre-IPO Offer with each of Reach Markets Pty Buck upon conclusion of the pre-IPO were $60,000.
Ltd (Reach), William Buck Financial Services (WA) Pty
Ltd (William Buck) and Canaccord Genuity (Australia)
Limited (Canaccord) to conduct the Pre-IPO Offer.
The Pre-IPO Offer was successfully completed in
April 2022 having raised a total of $31,840,000 by
way of the issue of the 2022 Notes.

VHM Limited | Prospectus 115

7.13 Offer Management Agreement (ii) the Company lodges a supplementary
prospectus without Canaccord's consent
The Company has entered into an offer management
or is required (by law) to lodge a
agreement dated 21 November 2022 (OMA)
supplementary prospectus;
with Canaccord Genuity (Australia) Limited
ACN 075 071 466 (Canaccord) pursuant to which (iii) a 10% fall (relative to the date of the
Canaccord has agreed to manage and act as OMA) in the S&P/ASX 300 Metals and
bookrunner of the Offer. Mining Index on at least two consecutive
business days during the period up to
The key provisions of the OMA are:
settlement date for the IPO securities; or
(a) (Fees and expenses): The fees and expenses the business day immediately prior to the
payable to Canaccord are those set out in the settlement date;
Lead Manager Mandate described at Section
(iv) any Convertible Note becomes due
7.11 above, plus an incentive fee of up to 0.5% of
for repayment prior to its conversion in
the proceeds raised pursuant to the IPO Offer,
connection with the IPO Offer;
to be determined at the Company’s absolute
discretion. (v) any restriction agreements (either ASX
imposed or voluntary) are withdrawn,
(b) (Conditions precedent): The OMA includes
varied, terminated, breached, or failed to
common conditions precedent (including
be complied with;
conducting due diligence, lodgement of this
Prospectus, the entry into escrow deeds (vi) the Company, their directors or officers
by existing relevant Shareholders, and the engage, or have been alleged by a
ASX and ASIC granting the waivers and governmental authority to have engaged
modifications necessary to enable the Offer to in any fraudulent conduct since the date of
proceed in accordance with the timetable). the OMA;
(c) (Conditional Obligations): The obligations (vii) ASX listing approval is refused, or is
of Canaccord in relation to settlement and granted subject to non-customary
payment obligations under the OMA are conditions on or before the date on which
conditional on a number of common obligations Securities are settled or quoted on ASX,
which include the receipt by Canaccord of valid or if granted, the approval is subsequently
applications under the IPO Offer for no less withdrawn, qualified (other than by
than the Minimum Subscription amount. customary conditions) or withheld;
(d) (Representations and warranties): The OMA (viii) any regulatory action occurs in relation
contains representations and warranties to the Offer, including orders, inquiries,
considered standard for agreements of hearings or proceedings of ASIC or other
this nature. governmental agencies in relation to the
Offer, the Company, or into its Directors
(e) (Termination events): Canaccord may
and senior management;
terminate their obligations under the OMA on
the occurrence of certain termination events (ix) a person (other than Canaccord) who had
(in some circumstances, having regard to the previously consented to the inclusion of its
materiality of the relevant event) including, but name in the Prospectus withdraws consent,
not limited to, where: or a person gives notice under Section 730
of the Corporations Act in relation to the
(i) a statement in (or omission from) this
Prospectus (in respect of a deficiency in the
Prospectus becomes misleading or
Prospectus);
deceptive or is likely to mislead or
deceive;

116 VHM Limited | Prospectus

(x) the Company withdraws the Prospectus (xix) a director or proposed director of the
or the Offer, fails to provide a closing Company is charged with an indictable
certificate (to the effect that all obligations offence or is disqualified from managing
of the Company have been complied with, a corporation under Part 2D.6 of the
all representations and warranties remain Corporations Act.
true, and that none of the termination
The following termination events are subject
events have occurred), or the Offer
to the event having a material adverse
timetable is delayed (other than as a
effect on the Offer, or the event giving rise
result of a regulatory requirement or with
to, or being likely to give rise to, a liability of
Canaccord's consent);
or contravention of any applicable law by,
(xi) the Company is prevented from issuing Canaccord or its affiliates:
the Offer Securities within the time
(xx) any of the 'Offer Documents' (including this
required by the Listing Rules and the
Prospectus, any pathfinder prospectus,
Corporations Act;
application form, supplementary
(xii) the Company is required to repay money prospectus, investor presentation,
received from Applicants or to offer an confirmation letters and the like) or any
opportunity to withdraw Applications aspect of the Offer does not comply with
and be repaid Application moneys after the Corporations Act, the Listing Rules, or
lodgement of this Prospectus; any other applicable laws or regulations;
(xiii) there is an event or occurrence which (xxi) a new circumstance that arises after the
makes it illegal for Canaccord to market, Prospectus is lodged, that otherwise
promote, settle the Offer, or satisfy a would have been required to be included
material obligation of the OMA; in the Prospectus;
(xiv) the Company alters the issued capital (xxii) a statement contained in the Offer
of the Company or a Group member; Documents, or any information supplied
or disposes or attempts to dispose of a by the Company in any of the Offer
substantial part of the business or property Documents (other than the Prospectus) or
of the Group without Canaccord's prior the due diligence reports is or becomes
approval; misleading or deceptive or is likely to
mislead or deceive;
(xv) the Company varies any term of its
Constitution without Canaccord's prior (xxiii) certain events occur which render any
approval; material contracts incapable of being
performed or enforced, or such contracts
(xvi) the Company or its subsidiaries becomes
are materially breached or varied without
insolvent, or there is an act or omission
Canaccord's consent;
which is likely to result in insolvency;
(xxiv) if any of the tenements are revoked, not
(xvii) the Company is rendered unable to
renewed, illegal, invalid, or void, or the
perform its obligations under the OMA due
terms of any tenements are materially
to regulatory approvals being revoked or
breached;
amended;
(xxv) if there is an adverse change in the
(xviii) any Director, board member or the chief
assets, liabilities, financial position or
financial officer of the Company cease
performance, profits, losses, nature of the
to perform their roles without the written
business or prospects of the Group from
consent of Canaccord, other than due to
those disclosed in this Prospectus;
injury, unsoundness of mind or death;

VHM Limited | Prospectus 117

 (xxvi) in the opinion of Canaccord there are not (xxxi) a general moratorium on commercial
reasonable grounds for any statement or banking activities in a Specified
estimate (both financial and non-financial) Jurisdiction is declared by the relevant
in the Offer Documents which relate to central banking authority in those
a future matter, or such statements or countries for at least one business day;
estimates are unlikely to be met in the
(xxxii) any adverse effect on the financial
projected timeframe;
markets in a Specified Jurisdiction,
(xxvii) a statement in any closing certificate or in foreign exchange rates or any
is false, misleading, inaccurate, untrue, development involving a prospective
or incorrect; change in political, financial, or economic
conditions in any of those countries; or
(xxviii) there is a contravention by any entity in
the Group of the Corporations Act, the (xxxiii) trading in all securities quoted or listed
Competition and Consumer Act 2010 on ASX, the London Stock Exchange,
(Cth), the ASIC Act, its Constitution, the the New York Stock Exchange, NASDAQ,
Listing Rules, or any other applicable law; Euronext, the Shanghai Stock Exchange,
or the Tokyo Stock Exchange is
(xxix) a representation, warranty or undertaking
suspended for at least one day on which
of the Company contained in the OMA is
that exchange is open for trading.
breached, becomes not true or correct or
is not performed; The OMA contains additional termination
provisions considered standard for agreements
(xxx) there is an outbreak of hostilities
of this nature (such as changes in law and
(whether or not a war or a national
breaches of the OMA).
emergency has been declared) not
presently existing, or a major escalation (f) (Indemnity): Subject to certain exclusions
in existing hostilities occurs, or there is relating to, amongst other things, fraud, wilful
a declaration of war in relation to any default, or gross negligence of Canaccord, its
one or more of Australia, New Zealand, respective related bodies corporate, affiliates
the United States, Japan, the United and each of their respective directors, officers,
Kingdom, a European Union member partners, employees, agents and advisers,
state, or the People’s Republic of China the Company undertakes to keep Canaccord
(each a Specified Jurisdiction); or in indemnified from losses suffered by them in
relation to the existing conflict in Ukraine, connection with, but not limited to, the Offer,
there is a nuclear incident or confirmed the Offer documents, the VPM Demerger or
use of chemical weapons or hostilities the OMA.
are commenced between Russia and any
other country;

118 VHM Limited | Prospectus

7.14 Executive Services and Employment Agreements
The Company has entered into Executive Services Agreements with Mr Howard, Mr Sheridan, Mr Allen, and
Ms O’Regan, the key terms of which are summarised below.

Base Salary Incentives awarded Termination

Mr Howard $525,000 per annum 634,375 ZEPOs six months' notice
(Managing Director, (including statutory (expiry date: 31 December 2024)
CEO) superannuation)
423,938 ZEPOs
(expiry date: 28 February 2026)
1,097,917 ZEPOs
(expiry date: 19 May 2027)
Mr Sheridan $500,000 per annum 826,389 ZEPOs six months' notice
(CFO) (including statutory (expiry date: 25 March 2027)
superannuation)
Mr Allen $375,000 per annum 465,208 ZEPOs four months' notice
(Executive Director – (including statutory (expiry date: 31 December 2024)
Government, Industry, superannuation)
310,144 ZEPOs
Indigenous, Land and
(expiry date: 28 February 2026)
ESG)
743,750 ZEPOs
(expiry date: 19 May 2027)
Mr Reynolds $450,000 per annum Entitled to up to an additional 12 three months'
(Executive General (including statutory months' salary (being $450,000) notice or as
Manager Projects) superannuation each year in the first two years otherwise agreed
capped at $23,568) of employment as an incentive with the Company
payment for meeting certain
performance milestones.
Ms Carly O’Regan $398,568 per annum 349,305 six months’ notice
(Executive General (including statutory (expiry date: 31 December 2024)
Manager, Strategy and superannuation
152,345
Corporate Relations) capped at $23,568)
(expiry date: 28 February 2026)
529,344 ZEPOs
(expiry date: 19 May 2027)

The agreements otherwise contain provisions that are considered standard for agreements of this nature.

VHM Limited | Prospectus 119

7.15 Non-Executive Director Letters The IPO Advisory Fee is to be paid by the Company
on completion of the IPO and will be based on
of Appointment the amount of funds raised under the IPO Offer.
The Company has entered into letters of The Company expects that the fees payable will be
appointment with Mr Runge and Mr Colless US$750,000.
confirming the terms of their appointment and their
roles and responsibilities. The appointment letters If the SCB Agreement is terminated prior to
are on standard commercial terms. Please refer completion of the IPO, being the date on which the
to Section 6.7 for details on the remuneration of Company is Admitted, the IPO Advisory Fee is not
Non-Executive Directors. payable by the Company, unless:
(a) a party terminates for any other reason than a
7.16 Deeds of Indemnity, Insurance, material breach of the SCB Agreement by the
and Access other party; or
The Company is party to a deed of indemnity, (b) a party has engaged in fraud, wilful misconduct,
insurance, and access with each of the Directors or gross negligence; and
and the Company Secretary. Under these deeds,
the Company indemnifies each Director and the (c) an IPO transaction is completed by the
Company Secretary to the extent permitted by law Company within three months of the date of
against any liability arising as a result of the Director termination.
or Company Secretary (as applicable) acting as The SCB Agreement and SCB Addendum are
an officer of the Company. The Company is also otherwise on standard commercial terms.
required to maintain insurance policies for the
benefit of the Directors and Company Secretary and 7.18 R
 ight Solutions Consultancy
must allow the Directors and Company Secretary Agreement
to inspect board papers in certain circumstances.
The Company entered into a consultancy agreement
The deeds are considered standard for documents
with Right Solutions Australia Pty Ltd (Right Solutions)
of this nature.
on 15 August 2016 (RS Agreement). Right Solutions
7.17 Standard Chartered Bank (SCB) is a consultant specialising in mining, agricultural and
industrial projects. The services are to be delivered
Engagement pursuant to any engagement letter or purchase order
The Company has engaged Standard Chartered entered into by the parties from time to time and
Bank (SCB) as its corporate financial advisor include:
pursuant to an engagement letter (SCB Agreement)
dated 1 April 2020. (a) exploration and tenement management;

On 10 May 2021, the Company entered into an (b) project feasibility studies and management;
addendum to the SCB Agreement (SCB Addendum) (c) technical due diligence;
confirms an additional engagement, to act as
(d) project management;
independent financial advisor to the Company
in relation to the IPO. (e) technical advice for research and development
projects;
In exchange for the 'IPO Advisory Fee', SCB has
agreed to undertake a range of strategic and (f) environmental approvals, management,
advisory activities in connection with the IPO that are and audit;
standard for an agreement of this nature.
(g) metallurgical and process review services;
(h) community and indigenous liaison
management; and
(i) database and administration support services.

120 VHM Limited | Prospectus

The Company has extended the services provided (b) (Limitation of liability): CSA Global’s liability to
by Right Solutions under the RS Agreement by the Company in connection with preparation of
way of a purchase order dated 19 January 2022. the ITAR and their services:
Right Solutions will now also provide various
(i) is limited to the greater of the amount
resources and support services for the Goschen
CSA Global is insured for in respect of
Project for the period from 1 January 2022 to
that liability and the amount equal to
31 September 2022 to the value of $3,763,240.
10 times the fees (excluding expenses,
The terms and conditions of the RS Agreement are
costs, and disbursements) actually paid to
considered standard for a commercial arrangement
CSA Global;
of this type.
(ii) but only to the extent that such
7.19 CSA Global loss or damage was caused by the
The Company entered into an agreement with CSA wilful misconduct, fraud, criminal act,
Global Pty Ltd (CSA Global) dated 21 March 2022 or negligent act or omission, of CSA
(CSA Global Agreement), pursuant to which CSA Global or its officers, agents, employees,
Global was to prepare an Independent Technical and consultants.
Assessment Report (ITAR) for the Goschen Project. The CSA Global Agreement was otherwise on
A copy of which is included into this Prospectus at standard commercial terms.
Annexure F.
The total fees incurred under the CSA Global
Agreement were $236,000 (exclusive of GST).
A summary of the key terms of the CSA Global
Agreement is outlined below:
(a) (Use of ITAR and liability to third parties):
The ITAR is a technical specialist's report
prepared for inclusion in this Prospectus.
CSA Global's services are provided for the
exclusive benefit of the Company and the
investors who will receive a copy of the
Prospectus. CSA Global accepts no liability
to any person other than the Company and
those investors. The Company will be fully
responsible for and must indemnify CSA Global
against any claim made by any other third-party
in connection with the ITAR.

VHM Limited | Prospectus 121

122 VHM Limited | Prospectus
8. Additional information

8.1 Rights Attaching to Shares (e) (Transfer of Shares): Shares can be transferred
by any means permitted by the Corporations
A summary of the rights attaching to the Shares
Act or by law. The document of transfer must
is detailed below. This summary is qualified by
be delivered to the registered office of the
the full terms of the Constitution (a full copy of the
Company, accompanied by the certificate
Constitution is available from the Company on
(if any) for the Shares to be transferred,
request free of charge) and does not purport to be
and marked with payment of any stamp
exhaustive or to constitute a definitive statement of
duty payable. Until the transferee has been
the rights and liabilities of Shareholders. These rights
registered, the transferor is deemed to remain
and liabilities can involve complex questions of
the holder, even after signing the instrument
law arising from an interaction of the Constitution
of transfer.
with statutory and common law requirements. For a
Shareholder to obtain a definitive assessment of the In some circumstances, the Board may
rights and liabilities which attach to the Shares in any refuse to register a transfer, including if upon
specific circumstances, the Shareholder should seek registration the transferee will hold less than a
legal advice. marketable parcel or if the Corporations Act,
the Listing Rules, or the Operating Rules forbid
(a) (Ranking of Shares): At the date of this
registration.
Prospectus, all Shares are of the same class
and rank equally in all respects. Specifically, (f) (General meetings): Shareholders are entitled
the Shares issued pursuant to this Prospectus to be present in person, or by proxy, attorney
will rank equally with existing Shares. or representative to attend and vote at general
meetings of the Company.
(b) (Voting rights): Subject to any rights or
restrictions, at general meetings: The Directors may convene a general meeting
at their discretion. General meetings shall also
(i) every Shareholder present and entitled
be convened on requisition as provided for by
to vote may vote in person or by attorney,
the Corporations Act.
proxy, or representative;
(g) (Unmarketable parcels): The Company's
(ii) has one vote on a show of hands; and
Constitution provides for the sale of
(iii) has one vote for every Share held, upon a unmarketable parcels subject to any applicable
poll. laws and provided a notice is given to
(c) (Dividend rights): The Company may pay a the minority Shareholders stating that the
dividend as permitted by the Corporations Act Company intends to sell their relevant Shares
from time to time. Each Share of a class on unless an exemption notice is received by a
which the Board resolves to pay a dividend specified date.
carries the right to participate in the dividend in (h) (Rights on winding up): If the Company is
the same proportion that the amount being paid wound up, the liquidator may with the sanction
on the Share bears to the total issue price of of a special resolution, divide the assets of the
the Share at the time of the distribution. Company amongst members as the liquidator
The power to determine that a dividend is sees fit.
payable and to declare dividends (including (i) (Restricted Securities): A holder of Restricted
interim dividends) is vested in the Directors and Securities (as defined in the Listing Rules) must
no Shareholder may claim, and the Company comply with the requirements imposed by the
must not pay, interest on a dividend. Listing Rules in respect of Restricted Securities.
(d) (Variation of rights): The rights attaching to
the Shares may only be varied by the consent
in writing of the holders of three-quarters of
the Shares, or with the sanction of a special
resolution passed at a general meeting.

VHM Limited | Prospectus 123

8.2 Terms and Conditions of Options
The following terms and conditions apply to each of the Director Options and the Zero Exercise Price Options
(ZEPOs) issued under the Plan (together in this clause 8.2 referred to as the Options):
(a) (Entitlement): Each Option entitles the holder to subscribe for one Share upon exercise of the Option.
(b) (Issue price): The issue price for the various parcels of Options is as follows:
(i) the recently issued Director Options were issued in consideration for 'special exertion' in connection
with the IPO, but are otherwise issued for nil cash consideration; and
(ii) the ZEPOs represent an equity based award under the Company's Plan, but are otherwise issued
for nil consideration;
(c) (Exercise price): The Options have the following exercise prices:

Table 8.1: Key terms of Options

Type Options Exercise Price Expiry Date

Director Options 1,000,000 $1.00 31 July 2025
(Subject to vesting conditions)
ZEPOs issued under Plan 96,000 Nil 2 November 2023
3,716,355 31 December 2024
183,642 30 September 2025
2,250,672 28 February 2026
4,159,142 19 May 2027
Total: 10,405,811

(d) (Expiry date): Each Option will expire at 5:00pm (AET) on the corresponding expiry date set out at Table
8.1 above (Expiry Date). An Option not exercised before the Expiry Date will automatically lapse on the
Expiry Date.
(e) (Vesting conditions): Vesting conditions apply to the following Options:
(i) Director Options: earlier of:
(a) the date of Board approval of the FID to proceed with the development of the
Goschen Project;
(b) the date of a change in control of the Company; or
(c) 31 December 2023.
(ii) ZEPOs issued under Plan: three years of continuous employment with the Company from date
of issue.

124 VHM Limited | Prospectus

(f) (Exercise Period and Notice of Exercise): 8.3 Retired Incentive Option Plan
Subject to the satisfaction of any applicable
The Company has issued Options to employees
vesting conditions, the Options are exercisable
and Directors under its retired Incentive Option
by delivering a duly completed notice of
Plan (Plan) initially implemented in May 2017 and
exercise together with payment of the exercise
amended in September 2018 and December 2019.
price at any time and from time to time on or
This Plan shall only remain relevant to the ZEPOs
prior to the Expiry Date.
currently on issue. No further securities will be issued
The ZEPOs issued under the Plan are otherwise under this Plan. The full terms of the Plan may be
subject to the terms and conditions set out in the inspected at the registered office of the Company
Plan and summarised in Section 8.3. during normal business hours and will be released to
market as pre-quotation disclosure.
The following additional terms and conditions apply
to the Director Options: A summary of the terms of the Plan is set out below.
(a) (Transferability of the Options): The Options (a) (Eligible Participant): Eligible Participant means
are not transferable and will not be quoted a person that:
on ASX.
(i) a Director (whether executive or non-
(b) (Allotment of Shares): Upon exercise of an executive) of any Group company (being
Option, the holder will be issued a Share that the Company and each of its wholly
ranks equally with the then issued Shares not owned subsidiaries);
more than 14 days after the date of the notice
(ii) a full or part time employee of any Group
of exercise.
company;
The Company will apply to ASX to have the
(iii) a casual or contractor of a Group
Shares granted Official Quotation, subject to
company; or
the Company's admission to the Official List.
(iv) a prospective participant, being a person
(c) (Participation in new issues): There is no
to whom an offer of Options under the
participating entitlement inherent in the Options
Plan is made but who can only accept the
to participate in new issues of capital in the
offer if an arrangement has been entered
Company. Prior to a pro rata issue of securities
into that will result in the person becoming
to Shareholders, Option holders will be notified
one of (i) to (iii) above, who is declared by
by the Company in accordance with the
the Board to be eligible to receive grants
requirements of the Listing Rules.
of Options under the Plan.
(d) (Adjustment for bonus issues of Shares): There
(b) (Maximum allocation): The Company must
are no rights to a change in exercise price, or
have reasonable grounds to believe, when
the number of Shares over which the Options
making an offer under the Plan, that the number
can be exercised, in the event of a bonus issue
of Shares to be received on exercise of the
by the Company.
Options offered will not exceed 10% of the total
(e) (Adjustments for reorganisation): In the event number of Shares on issue.
of any reconstruction (including consolidation,
(c) (Purpose): The purpose of the Plan is to:
reduction, or return) of the issued capital of
the Company prior to the expiry date, all rights (i) assist in the reward, retention, and
of the Option holder are to be changed in a motivation of Eligible Participants;
manner consistent with the Listing Rules. (ii) link the reward of Eligible Participants
to performance and the creation of
Shareholder value;

VHM Limited | Prospectus 125

 (iii) align the interests of Eligible Participants (g) (Vesting of Options): An Option granted
with the interests of Shareholders by under the Plan will not vest and be exercisable
providing an opportunity for Eligible unless any vesting conditions and/or exercise
Participants to receive Shares in the conditions attaching to that Option have been
Company; satisfied. If any vesting condition or exercise
condition has been met, the Board must notify
(iv) provide Eligible Participants with the
the Participant within 10 Business Days of
opportunity to share in any future growth
becoming aware of this fact.
in value of the Company; and
(h) (Exercise of Options and cashless exercise):
(v) provide greater incentive for Eligible
To exercise an Option that has vested, the
Participants to focus on the Company's
Participant must deliver a signed notice of
longer term goals.
exercise and, subject to a cashless exercise
(d) (Offer and application): The Board may, from of the Options, pay the exercise price to
time to time, in its absolute discretion, make a the Company.
written offer to any Eligible Participant to apply
The Participant may, subject to Board approval,
for Options upon the terms set out in the Plan
elect to pay the exercise price by using the
and upon such additional terms and conditions
cashless exercise facility. This enables the
as the Board determined.
Participant to be issued or transferred that
On receipt of an offer, the Eligible Participant number of Shares equal in value to the positive
may accept the offer in whole or in part by difference between the Market Value of the
returning an acceptance form to the Company. Shares at the time of exercise and the exercise
The Board may accept or reject any acceptance price that would otherwise be payable to
form in its absolute discretion. exercise those Options.
(e) (Grant of Options): The Company must, to the Market Value means the volume weighted
extent the Board has received and accepted average price for Shares traded on ASX over
an acceptance form for Options, promptly grant the 10 most recent trading days on which the
Options to the applicant upon the terms set out Shares were traded prior to the day on which
in the offer, the acceptance form, and the Plan. the Market Value is to be determined.
(f) (Terms of Options): Each Option will entitle the (i) (Delivery of Shares on exercise of Options):
holder to be issued or transferred one Share Within 10 Business Days of the exercise
(or to be paid a cash payment in lieu of the of vested Options, the Company will issue
issue or transfer of one Share) unless the offer or transfer to the Participant the Shares
otherwise provides. credited as being fully paid and despatch a
Prior to an Option issued under the Plan being share certificate or enter the Shares in the
exercised, the Option is only transferable, Participant's uncertificated holding, as the case
assignable, or able to be otherwise disposed may be, and issue a replacement certificate
with the consent of the Board. A Participant reflecting the number of Options which remain
must not enter into any arrangement for the unexercised, if any.
purpose of hedging, or otherwise affecting their ( j) (Lapsing of Options): An Option will lapse on
economic exposure, to their Option. Once the the earlier to occur of:
Board has notified a Participant that all
(i) an unauthorised dealing in, or hedging of,
vesting and/or exercise conditions have been
the Option;
satisfied or otherwise waived by the Board, the
Participant may exercise any vested Option at (ii) a vesting condition in relation to the
any time. Option is not satisfied by the due date
or become incapable of satisfaction, as
determined by the Board;

126 VHM Limited | Prospectus

 (iii) in respect of an unvested Option only, (n) (Adjustment of Convertible Securities): If, at
a person ceasing to be an Eligible any time, the issued capital of the Company
Participant unless the Board exercises is reorganised (including consolidation,
its discretion to vest the Option or the subdivision, reduction, or return), all rights of
person is a Good Leaver, as defined by a Participant are to be changed in a manner
the Plan (applies to Options issued under consistent with the Corporations Act and
the December 2019 amendment of the the ASX Listing Rules at the time of the
Plan only). reorganisation.
(iv) in respect of a vested Option only, (o) (Participation in new issues): There are no
a person ceasing to be an Eligible participating rights or entitlements inherent in
Participant and failing to exercise the the Options issued under the Plan and holders
Option within a period determined by the will not be entitled to participate in new issues
Board, or the payment of a cash payment of capital offered to Shareholders during the
in respect of the Option; currency of the Options without exercising
the Options.
(v) the Board deeming that the Option lapses
due to fraud, dishonesty, or other improper (p) (Amendment of Plan): Subject to the
behaviour of the holder; Corporations Act and the ASX Listing Rules, the
Board may, at any time, by resolution amend or
(vi) in respect of an unvested Option, a
add to all or any of the provisions of the Plan,
liquidity event or the making of a winding
an offer under the Plan, or the conditions of
up order or resolution, where the Option
any Options granted under the Plan. Any such
does not otherwise vest and become
amendment may be given retrospective effect.
exercisable under the Plan; and
No adjustment or variation to the terms of an
(vii) the expiry date of the Option.
Option under the Plan will be made without
(k) (Change of control): If a company obtains the consent of the Participant who holds
control of the Company as a result of a the relevant Option if such an adjustment or
change of control and both the Company, the variation would have a materially prejudicial
acquiring company and the Participant agrees, effect upon the Participant, other than to
a Participant may, in respect of any vested comply with Relevant Law or to correct
Options that are exercised, be provided with a mistake.
Shares of the acquiring company or its parent in
(q) (Plan duration): the Plan will continue until
lieu of Shares, on substantially the same terms
terminated by the Board. The Board may
and subject to substantially the same conditions
terminate the Plan at any time by resolution.
as the Shares, but with appropriate adjustments
to the number and kind of Shares subject to Termination shall not affect the rights or
the Options. obligations of a Participant (being an Eligible
Participant who has taken up an offer to receive
(l) (Rights attaching to Plan Shares): All Shares
Options under the Plan) or the Company which
issued under the Plan will rank equally in all
has arisen under the Plan before the date of
respects with the Shares of the same class.
termination. Provisions of the Plan relating to a
The owner of the Shares will be entitled to
Participant's Options shall survive termination of
dividends and to exercise voting rights attached
the Plan.
to the Shares.
(m) (Disposal restrictions on Shares): The Board
may, in its discretion, determine at any time up
to the exercise of an Option issued under the
Plan that a restriction period will apply to some,
or all of the Shares issued or transferred on
exercise. A Participant must not dispose of or
otherwise deal with any Shares issued to them
under the Plan while restrictions are in place.

VHM Limited | Prospectus 127

As at the date of the Prospectus, 10,405,811 existing Options are on issue that have been granted to
employees and Directors under the Plan. Each of these existing Options have a zero exercise price (referred
to as 'ZEPOs') and are to vest on completion of the IPO; or after the employee holds continuous employment
or office with the Company for three years. Details of these Options are summarised in the table below.

Table 8.2: ZEPOs currently on issue under the retired Plan

CLASS Issue Date Expiry Date Number Exercise Price

EMPOPT 02-Nov-2018 2-Nov-23 96,000 $0.00
EMPOPT1 Various (02 Nov-18 – 17-Jan-2020) 31-Dec-24 3,716,355 $0.00
EMPOPT2 Various (31-Dec-2019 & 23-Oct-2020) 30-Sep-25 183,642 $0.00
EMPOPT3 Various (31-Dec-2019 to 01-Mar-21) 28-Feb-26 2,250,672 $0.00
2022 ZEPOs 19-May-2022 19-May-27 4,159,142 $0.00

Further information on the interests of the Directors and officers of the Company, including the number of
Options held by each, can be found in Section 6.6.

8.4 New Employee Option Plan (b) (Plan interests): Eligible New Plan Participants
will be provided with an opportunity to
Prior to the date of the Prospectus, the Company
acquire a financial interest in the Company,
adopted a new employee option plan (New Plan)
which will align their interests more closely
under which any future Options or equity-based
with shareholders and provide greater
incentives will be issued. No grants of Options have
incentive for them to focus on the Company's
been made under the New Plan as at the date of the
longer-term goals.
Prospectus. Each Option issued under the New Plan
shall entitle the holder to subscribe for one Share (c) (Quantum): The number of Options offered
upon exercise of the Option. to an Eligible New Plan Participant will be
specified in the invitation made to that Eligible
The Board has determined that the aggregate
New Plan Participant.
number of Options able to be issued under the New
Plan during the three years following Admission (d) (Terms and conditions): The Board may
shall not exceed 20,000,000, excluding the Options from time to time invite an Eligible New Plan
issued under the retired existing Plan (as disclosed in Participant to participate in the New Plan.
Section 8.3 of this Prospectus). Invitations will be subject to such terms as the
Board determines and will specify, amongst
A summary of the key terms of the New Plan is set
other things, the following:
out below:
(i) any option fee that may be applicable;
(a) (Eligible participant): Eligible participants
include natural persons who are a: (ii) the exercise price of the Options;
(i) permanent full time or permanent part- (iii) the duration of the Options, including
time employee the first and last exercise date of the
Options, subject to a maximum expiry
(ii) consultant or contractor; or
date of 5 years from the date of issue of
(iii) director of the Company or any associated the Option;
company who the Board determines to
(iv) any vesting conditions (including length of
be eligible to participate in the New Plan
service or performance milestones) that
(Eligible New Plan Participant).
the Board considers appropriate; and

128 VHM Limited | Prospectus

 (v) the time period for making an application (f) (Exercise of Options): Subject to the satisfaction
to participate in the New Plan. of any vesting conditions and the New Plan
rules, an Option which has not lapsed may be
Following receipt by an Eligible New Plan
exercised by the New Plan Participant during
Participant of an invitation as described above,
the relevant exercise period by lodging an
the Eligible New Plan Participant may make an
exercise notice with the Company secretary
application by delivering to the Company a duly
or such other period nominated by the Board
completed and executed application form within
accompanied by the exercise price for the
the closing time specified in the invitation or in
number of Options specified in the exercise
accordance with any other procedure set out
notice and the certificate for those Options.
in the invitation. The Board may then decide to
accept or reject the offer made by the Eligible (Cashless exercise): At the time that a
New Plan Participant. participant provides an exercise notice,
the participant may request that the Board
(e) (Nominee): Following receipt by a New Plan
approves the application of the cashless
Eligible Participant of an invitation, a New Plan
exercise rule. If approved, this would enable
Eligible Participant may nominate a nominee in
the participant to satisfy the aggregate exercise
whose favour the New Plan Eligible Participant
price, by the Company allocating a number of
wishes to renounce its invitation (Nominee).
Shares that are equal in value to the difference
A Nominee, in relation to a New Plan Eligible between the aggregate exercise price and
Participant, means: the market value of the Shares which would
(i) an immediate family member of the New otherwise have been allocated as at the time of
Plan Eligible Participant; exercise (rounded down to the nearest whole
Share).
(ii) a company whose members comprise only
the New Plan Eligible Participant or their (g) (Issue of Shares on exercise):Following the
immediate family members; or valid exercise of an Option, the Company will:

(iii) a corporate trustee of a self-managed (i) issue the number of Shares required
superannuation fund where the New under the terms and conditions attached
Plan Eligible Participant is a director to the Options (being one Share per
of the trustee, and the self-managed Option); and
superannuation fund is an associate of the (ii) if admitted to the official list of ASX at
New Plan Eligible Participant, as defined the time (and subject to any escrow
in the Income Tax Assessment Act 1936 arrangements), apply for official quotation
(Cth). on ASX of Shares issued pursuant to the
Following the receipt by a New Plan Eligible exercise of the Options.
Participant of an invitation, a Nominee (h) (Shares issued on exercise): Shares issued on
may apply for Options by delivering to the exercise of the Options rank equally with the
Company a duly completed and executed then issued Shares of the Company.
renunciation form.
The terms and conditions of the New Plan as
summarised in this Section 8.4 otherwise apply
to a Nominee of a New Plan Participant where
applicable.

VHM Limited | Prospectus 129

(i) (Restrictions): A New Plan Participant may only 8.5 Effect of the Offer on Control and
exercise an Option in accordance with the
terms of the New Plan.
Substantial Shareholders
Shareholders (and their associates) holding an
An Option issued under the New Plan: interest in 5% or more of the Shares on issue as
(i) is not transferable and must not be at the date of this Prospectus are outlined in the
assigned, sold, or subject to a security table below.
interest or otherwise dealt with;
Number of % of
(ii) does not carry any voting rights or entitle Name Shares Shares
the holder to any dividends;
Ellison (WA) Pty Ltd
(iii) does not confer any right to participate 14,392,724 10.3
(Ellison)
in the surplus profits or assets of the
Company upon winding up of the
Company. The Options do not confer Ellison also holds Convertible Notes.
any right to a return of capital, whether When converted, and assuming that Ellison does
in winding up, upon reduction of capital not subscribe for any additional Shares under
or otherwise; the IPO Offer his interest will be as set out below
(based on the Minimum Subscription amount being
(iv) does not confer any participation rights raised). The Company is not presently aware of any
or entitlements in respect of new issues other party who will hold 5% of more of the Shares
of new securities (including bonus on Admission, however, will update the market in
issues or entitlement issues to existing due course.
Shareholders) during the currency of the
Options without exercising the Options, Number of % of
unless and until any applicable vesting Name Shares Shares
conditions or performance milestones
Ellison1 18,007,539 9.49
are achieved and the Option converts
into Shares. 1. Should Ellison choose to participate in the IPO Offer to the
extent necessary to prevent dilution, this amount will increase
( j) (Amendments): Subject to compliance with to 19,529,239 (10.30%).
the ASX Listing Rules, the Board may at any
time amend the New Plan or waive or amend 8.6 ASX Waivers
the application of any of the rules under the
ASX has advised the Company that upon receiving
New Plan in relation to an Eligible New Plan
an application from the Company for Admission
Participant at any time and a change may be
to the Official List that it would be likely to grant a
given retrospective effect. However, where
waiver from Listing Rule 1.1 condition 12 to the extent
any amendments will reduce any of the New
necessary to permit the Company to have a total
Plan Participants’ rights in respect of their
of 10,405,810 Options on issue with an exercise
Plan Options, the Board must obtain the prior
price that is less than $0.20. These Options are the
written consent of at least 75% of the New Plan
ZEPOs issued under the Plan, as further described in
Participants affected by the change unless the
Section 8.3.
amendment is to correct a manifest error or for
the purpose of complying with applicable laws
or to take into consideration possible adverse
tax implications to the New Plan arising from
changes to relevant tax guidance.

130 VHM Limited | Prospectus

8.7 Interests of Promoters, Experts (d) Australian Lawyers
and Advisers HWL Ebsworth Lawyers (HWLE) has acted
(a) No interest except as disclosed as the Australian Lawyers to the Company
in relation to the Offer and has prepared
Other than as set out below or elsewhere in the Solicitor's Tenement Report which is
this Prospectus, no persons or entity named included in Annexure C of this Prospectus.
in this Prospectus as performing a function in The Company estimates it will pay HWLE
a professional, advisory, or other capacity in $700,000 (excluding GST) for these services.
connection with the preparation or distribution Subsequently, fees will be charged in
of this Prospectus holds at the date of this accordance with normal charge out rates.
Prospectus, or held at any time during the last
2 years, any interest in: During the 24 months preceding lodgement of
this Prospectus with ASIC, HWLE has been paid
(i) the formation or promotion of the approximately $342,000 (excluding GST) for
Company; other legal services to the Company, including
(ii) property acquired or proposed to be in respect of the VPM Demerger.
acquired by the Company in connection (e) Independent Technical Expert
with its formation or promotion, or the
Offer; or CSA Global Pty Ltd (ACN 077 165 532) has
acted as the Independent Technical Expert
(iii) the Offer, and has prepared the Independent Technical
and the Company has not paid any amount or Assessment Report which is included by
provided any benefit, or agreed to do so, to any reference into this Prospectus. The Company
of those persons for services rendered by them estimates it will pay CSA Global a total of
in connection with the formation or promotion $236,000 (excluding GST) for these services.
of the Company or the Offer. During the 24 months preceding lodgement of
(b) Share registry this Prospectus with ASIC, CSA Global has been
paid approximately $218,000 (excluding GST)
Automic has been appointed to conduct the for other services provided to the Company.
Company's share registry functions and to
provide administrative services in respect (f) Lead Manager
to the processing of Applications received Canaccord has acted as the Lead Manager to
pursuant to this Prospectus, and will be paid the Offer. Details of the payments to be made
for these services on standard industry terms to the Lead Manager in connection with the IPO
and conditions. Offer are set out in Section 7.11.
(c) Auditor During the 24 months preceding lodgement of
HLB Mann Judd (WA Partnership) this Prospectus with ASIC, the Lead Manager
ABN 22 193 232 714 has acted as auditor to the has also acted as 'joint lead manager' (together
Company. The Company estimates it will pay with Reach) of the Company's recent Pre-IPO
HLB Mann Judd a total of $30,000 (excluding Offer raising $31.84 million via the issue of the
GST) in respect of the audit for the year 2022 Notes, and has been paid approximately
ending 30 June 2022 and less than $2,000 $720,000 (excluding GST) for these services.
for services in respect of the Prospectus.
During the 24 months preceding lodgement of
this Prospectus with ASIC, HLB Mann Judd has
been paid approximately $61,000 (excluding
GST) for these services.

VHM Limited | Prospectus 131

(g) Investigating Accountant (c) Auditor
RSM Corporate Australia Pty Ltd (RSM) has HLB Mann Judd (WA Partnership) ABN 22 193
acted as Investigating Accountant of the 232 714 has given, and has not withdrawn
Company and has prepared the Independent prior to the lodgement of this Prospectus with
Limited Assurance Report which is included in ASIC, its written consent to being named in this
Annexure D of this Prospectus. Prospectus as the auditor of the Company in
the form and context in which it is named.
The Company estimates it will pay RSM a total
of $143,000 (excluding GST) for these services. (d) Australian Lawyers
During the 24 months preceding lodgement HWLE has given, and has not withdrawn prior
of this Prospectus with ASIC, RSM has also to the lodgement of this Prospectus with
provided other services to the Company, for ASIC, its written consent to being named in
which they have been paid approximately this Prospectus as the Australian Lawyers to
$50,000 for (excluding GST). the Company, and as having prepared the
Solicitor's Tenement Report, in the form and
8.8 Consents context in which it is named.
(a) Each of the parties referred to below: (e) Independent Technical Expert
(i) do not make the Offer; CSA Global Pty Ltd has given, and has not
(ii) do not make, or purport to make, withdrawn prior to the lodgement of this
any statement that is included in this Prospectus with ASIC, its written consent
Prospectus, or a statement on which a to being named in this Prospectus as the
statement made in this Prospectus is Independent Technical Expert to the Company
based, other than as specified below or in the form and context in which it is named
elsewhere in this Prospectus; and has given and not withdrawn its consent
to the inclusion of the Independent Technical
(iii) to the maximum extent permitted by
Assessment Report in the form and context in
law, expressly disclaims and takes
which it is incorporated.
no responsibility for any part of this
Prospectus other than a reference to its (f) Lead Manager
name and a statement contained in this Canaccord has given, and has not withdrawn
Prospectus with the consent of that party prior to the lodgement of this Prospectus with
as specified below; and ASIC, its written consent to being named in this
(iv) has given and has not, prior to the Prospectus as the Lead Manager to the Offer in
lodgement of this Prospectus with ASIC, the form and context in which it is named.
withdrawn its consent to the inclusion of (g) Co-Manager
the statements in this Prospectus that are
specified below in the form and context in Reach has given, and has not withdrawn prior
which the statements appear. to the lodgement of this Prospectus with ASIC,
its written consent to being named in this
(b) Share Registry Prospectus as the Lead Manager to the Offer in
Automic has given, and has not withdrawn the form and context in which it is named.
prior to the lodgement of this Prospectus with
ASIC, its written consent to being named in this
Prospectus as Share Registry of the Company
in the form and context in which it is named.

132 VHM Limited | Prospectus

VHM Limited | Prospectus 133
(h) Investigating Accountant 8.9 Expenses of Offer
RSM Corporate Australia Pty Ltd has given, and The total approximate expenses of the Offer
has not withdrawn prior to the lodgement of payable by the Company (assuming the Minimum
this Prospectus with ASIC, its written consent Subscription is raised) are:
to being named in this Prospectus as the
Investigating Accountant to the Company in Minimum Oversubscription
the form and context in which it is named and $'000 amount amount
has given and not withdrawn its consent to
Corporate advisory 1,231 1,231
the inclusion of the Investigating Accountant's
Report in the form and context in which it HWLE, legal costs 770 770
is included.
Investigating
157 157
(i) TZMI accountants fees
TZ Minerals International has given, and has Independent
not withdrawn prior to the lodgement of this 260 260
technical assessment
Prospectus with ASIC, its written consent
to being named in this Prospectus as an Tax due diligence 44 44
independent third party providing commodity Share registry fee 24 24
pricing outlook data in Section 2.7(g)
(Pricing Data) in the form and context in which Prospectus design
18 18
it is named and has given and not withdrawn and printing
its consent to the inclusion of the Pricing Data ASIC prospectus
attributed to it in the form and context in which 3 3
lodgement fee
it is included.
Lead manager fees 1,100 1,650
( j) Adamas Intelligence
ASX listing fee 268 273
Adamas Intelligence has given, and has not
withdrawn prior to the lodgement of this Total cash costs
Prospectus with ASIC, its written consent of the offer (GST 3,876 4,431
to being named in this Prospectus as an inclusive)
independent third party providing commodity
Offer costs paid as at
pricing outlook data in Section 2.7(g) (446) (446)
30 June 2022
(Pricing Data) in the form and context in which
it is named and has given and not withdrawn Unpaid offer costs
3,429 3,985
its consent to the inclusion of the Pricing Data (GST inclusive)
attributed to it in the form and context in which
it is included.

134 VHM Limited | Prospectus

8.10 Continuous Disclosure 8.12 Electronic Prospectus
Obligations Pursuant to Regulatory Guide 107 ASIC has
Following Admission, the Company will be a exempted compliance with certain provisions of
'disclosing entity' (as defined in Section 111AC of the Corporations Act to allow distribution of an
the Corporations Act) and, as such, will be subject Electronic Prospectus on the basis of a paper
to regular reporting and disclosure obligations. Prospectus lodged with ASIC and the issue of
Specifically, like all listed companies, the Company Shares in response to an electronic application
will be required to continuously disclose any form, subject to compliance with certain provisions.
information it has to the market which a reasonable If you have received this Prospectus as an Electronic
person would expect to have a material effect on the Prospectus, please ensure that you have received
price or the value of the Shares (unless a relevant the entire Prospectus accompanied by the
exception to disclosure applies). Price sensitive Application Form. If you have not, please email the
information will be publicly released through ASX Company and the Company will send to you, for free,
before it is otherwise disclosed to Shareholders and either a hard copy or a further electronic copy of this
market participants. Distribution of other information Prospectus or both.
to Shareholders and market participants will also be The Company reserves the right not to accept an
managed through disclosure to ASX. In addition, the Application Form from a person if it has reason to
Company will post this information on its website believe that when that person was given access to
after ASX confirms that an announcement has been the electronic Application Form, it was not provided
made, with the aim of making the information readily together with the Electronic Prospectus and any
accessible to the widest audience. relevant supplementary or replacement prospectus
or any of those documents were incomplete or
8.11 Litigation and Claims altered. In such a case, the Application Monies
So far as the Directors are aware, there is no received will be dealt with in accordance with
current or threatened civil litigation, arbitration Section 722 of the Corporations Act.
proceedings or administrative appeals, or criminal
or governmental prosecutions of a material nature 8.13 D
 ocuments Available
in which the Company (or any other member of the for Inspection
Group) is directly or indirectly concerned which
Copies of the following documents are available
is likely to have a material adverse effect on the
for inspection during normal business hours at the
business or financial position of the Company or
registered office of the Company:
the Group.
(a) this Prospectus;
(b) the Constitution; and
(c) the consents referred to in Section 8.8 of this
Prospectus.

8.14 Statement of Directors

The Directors report that after due enquiries by
them, in their opinion, since the date of the financial
statements in Section 5, there have not been
any circumstances that have arisen or that have
materially affected or will materially affect the assets
and liabilities, financial position, profits or losses or
prospects of the Company, other than as disclosed in
this Prospectus.

VHM Limited | Prospectus 135

136 VHM Limited | Prospectus
9. Authorisation
The Prospectus is issued by the Company and its issue has been authorised by a resolution of the Directors.
In accordance with Section 720 of the Corporations Act, each Director has consented to the lodgement of this
Prospectus with ASIC and has not withdrawn that consent.
This Prospectus is signed for and on behalf of the Company by:

Don Runge
Chairman
Dated: 21 November 2022

VHM Limited | Prospectus 137

10. Glossary of Terms
These definitions are provided to assist persons in understanding some of the expressions used in
this Prospectus.

$ means Australian dollars.

2021 Notes means the Convertible Notes issued by the Company having the terms set
out in Section 7.10, and convertible into Shares prior to Admission at the
Company's election.
2022 Notes means the Convertible Notes issued by the Company pursuant to the
Pre-IPO Offer having the terms set out in Section 7.10, and convertible into
Shares prior to Admission at the Company's election.
Admission means admission of the Company to the Official List, following completion of
the Offer.
AET means Australian Eastern Time, being the time in Sydney, New South Wales.
Applicant means a person who submits an Application Form.
Application means a valid application for Shares pursuant to this Prospectus.
Application Form means the application form attached to this Prospectus.
Application Monies means application monies for Shares under the Offer received and banked
by the Company.
AREM Refinery means a final solvent extraction (SX) facility to deliver optional further
downstream processing of the MREC from Goschen into further refined rare
earth products, to be located offsite from Goschen as further described in
Section 2.8. The AREM Refinery does not form part of currently planned
Phases 1, 1A and 2.
ASIC means the Australian Securities and Investments Commission.
ASX means ASX Limited ACN 008 624 691 or, where the context requires,
the financial market operated by it.
ASX Settlement means ASX Settlement Pty Limited ACN 008 504 532.
ASX Settlement Rules means ASX Settlement Operating Rules of ASX Settlement Pty Ltd
ABN 49 008 504 532.
Board means the board of Directors of the Company as at the date of this
Prospectus.
Broker Offer means the offer of Shares under this Prospectus to Australian retail clients
of participating brokers that have a registered address in Australia and
received an invitation from a broker to acquire Shares under this Prospectus.
Broker Offer Application Form means the Application Form made available with a copy of this Prospectus,
identified as the Broker Offer Application Form.
Canaccord or Lead Manager means Canaccord Genuity (Australia) Limited (ACN 075 071 466).
Capex means capital expenditure in connection with the Goschen Project.

138 VHM Limited | Prospectus

CHESS means the Clearing House Electronic Subregister System operated by
ASX Settlement.
Closing Date means the date that the Offer closes as contained in the Indicative
Timetable.
Company means VHM Limited (ACN 601 004 102).
Constitution means the constitution of the Company.
Conditional Admission Letter means a letter from ASX indicating that the Company's Shares will
be admitted to official quotation on ASX subject to the satisfaction of
certain conditions.
Convertible Note Agreements means the convertible note agreements between the Company and
the Noteholders holding the 2021 Notes and the 2022 Notes, as further
described in Section 7.10.
Convertible Notes means the 2021 Notes and the 2022 Notes.
Convertible Note Offer means the offer of 35,069,753 Shares to be issued on conversion of the
Convertible Notes.
Corporations Act means the Corporations Act 2001 (Cth), as amended from time to time.
Demerger Record Date means 16 June 2022, being a date prior to allotment of securities under the
IPO Offer and prior to the Company's Admission. Shares received under the
IPO Offer are unaffected.
DFS means a definitive feasibility study, being a feasibility study undertaken to a
high degree of accuracy which may be used as a basis for raising finance for
the construction of a project.
Directors means the directors of the Company.
Directors Options means an aggregate of 1,000,000 Options issued to certain Directors as a
"special exertion" fee, having the terms as further described in Section 8.2.
EES means environment effects statement.
EL means exploration licence.
Electronic Prospectus means the electronic copy of this Prospectus located at the Company's
website https://vhmltd.com.au/.
Eligible Participant means a person eligible to participate in the Plan, as described in
Section 8.3.
Exposure Period means the period of seven days after the date of lodgement of this
Prospectus, which period may be extended by ASIC by not more than seven
days pursuant to Section 727(3) of the Corporations Act.
FEED means front-end engineering and design.
FPP means feed preparation plant, being a component of Phase 1.

VHM Limited | Prospectus 139

Final Investment Decision means the decision to be made by the Board to commit the Company
or ‘FID’ to proceeding with the development of the Goschen Project, as further
described in Section 1.9.
Goschen DFS means the DFS based on the Company's Proved and Probable Ore Reserve
and completed in March 2022 in respect of the Goschen Project, covering
the mining unit plant (MUP), feed preparation plant, wet concentrator plant
(WCP) and REM flotation circuit and all required non-process infrastructure
aspects. The Goschen DFS forms the basis for the Company's current Capex
and Opex estimates with a current contingency of ±15% on items covered by
this DFS.
Goschen Project means the Goschen Project located in North East Victoria, further described
in Section 2.6, part of which (being Area 1 and Area 3 located in RL6806) is
proposed to be developed into the Proposed Operation, further described
in Section 2.7.
GST means goods and services tax.
Group means the Company and the Group Subsidiaries.
Group Subsidiaries means each of the Companies subsidiaries described in Section 2.1.
HAL means hot acid leach.
HMC means heavy mineral concentrate.
HMS means heavy mineral sands.
Hydromet Circuit means a circuit with a planned throughput of 1.2 tonnes per hour (approx.)
downstream of the REM flotation circuit at Goschen Project processing
plant, to produce a mixed rare earth carbonate product, and proposed to be
implemented as Phase 1A of the Goschen Project.
ILUA means Indigenous Land Use Agreements.
Indicative Timetable means the indicative timetable for the Offer on page x of this Prospectus.
Independent Technical means the Independent Technical Assessment Report prepared by CSA
Assessment Report or 'ITAR' Global Pty Ltd (ACN 077 165 532), contained in Annexure F.
Independent Limited means the report prepared by the Investigating Accountant, contained in
Assurance Report Annexure D.
Investigating Accountant means RSM Corporate Australia Pty Ltd (ACN 050 508 024).
Institutional Investor means an institutional or professional investor (and any person for whom it is
acting) who is:
• if in Australia, a person who is a wholesale client under Section
761G of the Corporations Act and either a “professional investor”
or “sophisticated investor” under Sections 708(11) and 708(8) of the
Corporations Act; or

140 VHM Limited | Prospectus

• if outside Australia, an institutional or professional investor in other
Permitted Jurisdictions to whom offers of Shares may lawfully be made
without the need for a lodged or registered prospectus or other form
of disclosure document or filing with, or approved by, any government
agency (except Canada, where a notice reporting any sales of
securities must be filed with the relevant provincial securities regulator),
and in particular:
• if in Bermuda, it acknowledges that any communications received in
relation to the IPO Offer occurred from outside Bermuda;
• if in Canada (British Columbia, Ontario, and Quebec provinces only),
it is an "accredited investor" as defined in National Instrument 45-106 –
Prospectus Exemptions ("NI 45-106");
• if in Cayman Island, it acknowledges that any communications received
in relation to the IPO Offer occurred from outside the Cayman Islands;
• if in European Union (excluding Austria), it is a "qualified investor" (as
defined in Article 2(e) of the Regulation (EU) 2017/1129 of the European
Parliament and the Council of the European Union);
• if in Hong Kong, it is a "professional investor" (as defined in the
Securities and Futures Ordinance of Hong Kong, Chapter 571 of the
Laws of Hong Kong);
• if in Japan, it is a Qualified Institutional Investor, as defined under the
Financial Instruments and Exchange Law of Japan (Law No. 25 of 1948,
"FIEL");
• if in New Zealand, it is a person who (i) is an investment business within
the meaning of clause 37 of Schedule 1 of the Financial Markets Conduct
Act 2013 (New Zealand) (the "FMC Act"), (ii) meets the investment activity
criteria specified in clause 38 of Schedule 1 of the FMC Act, (iii) is large
within the meaning of clause 39 of Schedule 1 of the FMC Act, (iv) is a
government agency within the meaning of clause 40 of Schedule 1 of
the FMC Act or (v) is an eligible investor within the meaning of clause 41
of Schedule 1 of the FMC Act (and, if an eligible investor, have provided
the necessary certification);
• if in Norway, it is a "professional client" as defined in Norwegian
Securities Trading Act of 29 June 2007 no. 75;
• if in Singapore, it is an "institutional investor" or an "accredited investor"
(as such terms are defined in the Securities and Futures Act 2001 of
Singapore ("SFA"))
• if in Switzerland, it is a “professional client” within the meaning of article
4(3) of the Swiss Financial Services Act ("FinSA") or have validly elected
to be treated as a professional client pursuant to article 5(1) of the FinSA;

VHM Limited | Prospectus 141

 • if in United Kingdom, it is a (i) "qualified investor" within the meaning of
Article 2(e) of the UK Prospectus Regulation; and (ii) within the categories
of persons referred to in Article 19(5) (investment professionals) or Article
49(2)(a) to (d) (high net worth companies, unincorporated associations,
etc.) of the UK Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended;
• if in United States, it is “institutional accredited investors” (within the
meaning of Rule 501(a)(1), (2), (3), (7), (8), (9) and (12) under the
US Securities Act); and (ii) dealers or other professional fiduciaries
organized or incorporated in the United States that are acting for a
discretionary or similar account (other than an estate or trust) held for the
benefit or account of persons that are not US persons and for which they
exercise investment discretion, within the meaning of Rule 902(k)(2)(i) of
Regulation S under the US Securities Act.
Institutional Offer means the offer of Shares under this Prospectus to Institutional Investors, as
described in Section 1.1(b)(ii), and to the extent that such investors are foreign
investors, as described in Section 1.18.
IPO Offer means the offer by the Company, pursuant to this Prospectus, of up to
14,841,815 Shares to raise up to $20,000,000 (before costs), comprising
the Broker Firm Offer, the Institutional Offer, the Priority Offer and the
Public Offer.
Issue Date means the date, as determined by the Directors, on which the Shares
offered under this Prospectus are allotted, which is anticipated to be the
date identified in the Indicative Timetable.
JORC Code means the Australasian Code for Reporting of Exploration Results, Mineral
Resources and Ore Reserves (2012 edition).
Listing Rules means the listing rules of ASX.
LOM Plan means the Life of Mine Plan in respect of the Proposed Operation, as further
described in Section 2.7(c).
May EGM means the extraordinary meeting held on 24 May 2022, at which
Shareholders approved all VPM Demerger related resolutions.
Mineral Resource has the meaning ascribed by the JORC Code.
Minimum Subscription means the raising of $20 million (before costs) pursuant to the IPO Offer.
MREC means mixed rare earth carbonate.
MSP means mineral separation plant.
MUP means mining unit plant
New Plan means the Company's new Incentive Option Plan, as further described in
Section 8.4.
Offer means together, the IPO Offer and the Convertible Note Offer.

142 VHM Limited | Prospectus

Offer Price means $1.35 per Share under the IPO Offer.
Official List means the official list of ASX.
Official Quotation means official quotation by ASX in accordance with the Listing Rules.
Opening Date means the date specified as the opening date in the Indicative Timetable.
Opex means operational expenditure.
Option means an option to acquire a Share.
Ore Reserve has the meaning ascribed by the JORC Code.
Permitted Jurisdictions Australia, Bermuda, Canada (British Columbia, Ontario, and Quebec
provinces only), Cayman Island, European Union (excluding Austria),
Hong Kong, Japan, New Zealand, Norway, Singapore, Switzerland, United
Kingdom, and the United States.
Phase 1 means Phase 1 processing of the ore from the Goschen Project consisting
of a mining unit plant (MUP), feed preparation plant (FPP), wet concentrator
plant (WCP) and rare earth mineral (REM) flotation circuit. For more
information see Section 2.7(b).
Phase 1A means Phase 1A processing of the REMC via the Hydromet Circuit to
produce a MREC at the Goschen Project. Scheduled to commence
operations approximately 18 months post first production from Phase 1.
Phase 2 means Phase 2 processing of ore from the Goschen Project which may
commence approximately 18 months post first production and consist of an
additional mineral separation plant (MSP) and, subject to prevailing market
circumstances at that time, HAL, and chrome removal circuit, which will
produce additional products such as premium zircon. For more information
see Section 2.7(b).
Plan means the Company's retired Incentive Option Plan, as further described in
Section 8.3.
Pre-IPO Offer means the capital raising conducted by the Company prior to the issue
of this Prospectus to raise $31,8400,000 by way of the issue of the 2022
Notes, which concluded in April 2022.
Priority Offer means the priority allocation of no more than 1,481,481 Shares to raise
$2 million (before costs) open to selected retail investors and Institutional
Investors in Australia, New Zealand, and certain other jurisdictions around
the world (as set out in and subject to the restrictions listed in Section 1.18)
who have received an invitation to participate in the Priority Offer.
Proposed Operation means the heavy mineral sands and rare earth minerals mining and
processing operation proposed to be developed in phases by the Company
within the Goschen Project area which will extract ore capable of being
refined to produce critical minerals (including rare earth elements, zircon
and titanium), further described in Section 2.7.
Prospectus means this prospectus dated 21 November 2022.

VHM Limited | Prospectus 143

Public Offer means the offer of Shares under this Prospectus to the general public,
provided they are Australian residents with registered addresses
in Australia.
Public Offer Application Form means the Application Form made available with a copy of this Prospectus,
identified as the Public Offer Application Form.
Reach means Reach Markets Pty Ltd (ACN 145 312 232) appointed by the Lead
Manager to act as Co-Manager.
REM means rare earth minerals.
REMC means rare earth mineral concentrate.
REMFC means rare earth mineral flotation circuit
Relevant Interest has the meaning given in the Corporations Act.
RL means retention licence.
Section means a Section of this Prospectus.
Securities means any securities, including Shares, Options or performance securities,
issued, or granted by the Company.
Share means a fully paid ordinary share in the capital of the Company.
Share Registry means Automic Pty Ltd (ACN 152 260 814).
Shareholder means a holder of one or more Shares.
Shenghe means Shenghe Resources (Singapore) Pte Ltd, being the Company's
offtake partner in respect of at least 50% of nameplate production for an
initial three year term, as detailed at Section 7.1.
Solicitor's Tenement Report means the report on the Company's tenements included in this Prospectus
as Annexure C.
SX means solvent extraction.
THM means total heavy mineral.
TREO means total rare earth oxide.
US Offering Circular means the offering circular that must accompany any distribution of this
Prospectus in the United States to Institutional Investors.
VPM means VP Minerals Limited, previously a wholly owned subsidiary of the
Company, before the VPM Demerger occurred.
VPM Demerger means the demerger of VPM together with certain tenements and tenement
applications as detailed in Sections 2.2 and 7.2 of this Prospectus.
WCP means wet concentrator plant.
ZEPO means a zero exercise price Option issued under the Company's
exiting Plan.

144 VHM Limited | Prospectus

VHM Limited | Prospectus 145
Annexure A
Mineral Resources and Ore Reserves

Table 1: Company Mineral Resources as at 30 June 2021

Total Total
Heavy Heavy Oversize
Resource Mineral Bulk Mineral material
Area Category Material Tonnage Density Grade Slimes >2mm THM Assemblage(2)

Zircon Rutile Leucoxene Ilmenite

(Mt) (Mt) (gcm3) (%) (%) (%) (%) (%) (%) (%)

Measured 30.7 1.8 1.76 5.72 15 5 29.9 10.8 9.0 24.7

Area 1 Indicated 62.2 1.4 1.72 2.31 18 2 26.6 11.5 9.2 25.0

Total(1) 92.9 3.2 1.73 3.44 17 3 27.7 11.2 9.1 24.9

Area 2 Indicated 26.0 0.7 1.72 2.80 20 8 22.0 16.0 12.0 25.0
West Total(1) 26.0 0.7 1.72 2.80 20 8 22.0 16.0 12.0 25.0

Indicated 204.1 6.9 1.73 3.38 19 3 19.2 9.0 8.0 25.0

Area 3 Inferred 287.7 6.7 1.72 2.32 18 3 17.2 8.7 7.5 22.7

Total(1) 491.8 13.6 1.73 2.76 18 3 18.2 8.9 7.7 23.9

Indicated 18.0 0.8 1.74 4.60 20 5 19.0 11.0 10.0 24.0

Area 4
Total(1) 18.0 0.8 1.74 4.60 20 5 19.0 11.0 10.0 24.0

Measured 30.7 1.8 1.76 5.72 15 5 29.9 10.8 9.0 24.7

Grand Indicated 310.3 9.8 1.73 3.19 19 3 20.5 10.1 8.6 24.9
Total Inferred 287.7 6.7 1.72 2.32 18 3 17.2 8.7 7.5 22.7

TOTAL 628.7 18.3 1.73 2.92 18 3 20.2 9.6 8.2 24.1

Material TREO Grade(3) TREO Tonnage

(t) (%) (t)

Area 1, Area 2 West, 628,703,134 0.07 413,107

Area 3, Area 4

Notes:
Any discrepancies in totals are a function of rounding
(1) Mineral resources reported at a cut-off grade of 1.0% THM
(2) Mineral assemblage, via QEMScan Particle Analysis, is reported as a percentage of THM content.
(3) TREO Grade is calculated by THM Grade (2.92%) multiplied by TREO Grade (2.25%)

146 VHM Limited | Prospectus

 THM Assemblage(2) Rare Earth Oxides

Monazite Xenotime CeO2 Dy2O3 Er2O3 Eu2O3 Gd2O3 La2O3 Nd2O3 Pr6O11 Sm2O3 Tb4O7 Tm2O3 Y2O3 Yb2O3 TREO
(%) (%) (%) (%) (%) (%) (%) (%) (%) (%) (%) (%) (%) (%) (%) (%)

4.3 0.8 0.96 0.07 0.05 0.004 0.06 0.48 0.38 0.11 0.07 0.01 0.01 0.47 0.05 2.72

4.6 0.9 1.11 0.07 0.05 0.004 0.07 0.53 0.46 0.12 0.08 0.02 0.01 0.48 0.05 3.04

4.5 0.8 1.06 0.07 0.05 0.004 0.07 0.51 0.43 0.12 0.08 0.02 0.01 0.48 0.05 2.94

3.0 1.0 0.66 0.06 0.04 0.003 0.05 0.31 0.28 0.07 0.05 0.01 0.01 0.39 0.04 1.97

3.0 1.0 0.66 0.06 0.04 0.003 0.05 0.31 0.28 0.07 0.05 0.01 0.01 0.39 0.04 1.97

3.2 0.6 0.78 0.05 0.04 0.000 0.05 0.36 0.33 0.09 0.06 0.01 0.01 0.37 0.04 2.19

2.9 0.5 0.76 0.05 0.03 0.003 0.05 0.35 0.31 0.08 0.06 0.01 0.01 0.36 0.03 2.10

3.0 0.6 0.77 0.05 0.03 0.003 0.05 0.36 0.32 0.09 0.06 0.01 0.01 0.36 0.04 2.14

3.0 1.0 0.67 0.05 0.03 0.002 0.05 0.32 0.28 0.07 0.05 0.01 0.01 0.33 0.04 1.90

3.0 1.0 0.67 0.05 0.03 0.002 0.05 0.32 0.28 0.07 0.05 0.01 0.01 0.33 0.04 1.90

4.3 0.8 0.96 0.07 0.05 0.004 0.06 0.48 0.38 0.11 0.07 0.01 0.01 0.47 0.05 2.72

3.4 0.7 0.81 0.05 0.04 0.00 0.05 0.38 0.34 0.09 0.06 0.01 0.01 0.38 0.04 2.27

2.9 0.5 0.76 0.05 0.03 0.00 0.05 0.35 0.31 0.08 0.06 0.01 0.01 0.36 0.03 2.10

3.3 0.6 0.81 0.05 0.04 0.00 0.05 0.38 0.33 0.09 0.06 0.01 0.01 0.38 0.04 2.25

Mineral Resources are inclusive of Ore Reserves

There is no certainty that Mineral Resources not included in Ore Reserves will be converted to Ore Reserves.

Competent Person Statement: The information in this Prospectus that relates to the Goschen Mineral Resource is based on information
collated and evaluated by, and fairly represents information and supporting documentation compiled by Mr Graham Howard who is a
Fellow of the Australasian Institute of Mining and Metallurgy and has sufficient experience which is relevant to the style of mineralisation
and type of deposit under consideration and to the activity which he has undertaken to qualify as a Competent Person a defined in the
JORC Code. Mr Howard is a full-time employee of the Company. Mr Howard consents to the inclusion in this Prospectus of the matters
based on his information in the form and context in which it appears.
Accompanying JORC Tables can be found at Appendix A of the ITAR contained at Annexure F of this Prospectus.

VHM Limited | Prospectus 147

Table 2: Company Ore Reserves as at 31 March 2022
Ore THM Zircon Rutile Leucoxene Ilmenite Monazite Xenotime
Area Date Classification (Mt) (%) (%) (%) (%) (%) (%) (%)

Area 1 Mar-21 Proved 24.5 5.4 29.9 10.8 9.0 24.7 4.3 0.8

Area 1 Mar-21 Probable 14.6 3.2 29.2 11.7 9.2 25.5 4.5 0.9

Area 3 Feb-21 Probable 159.6 3.5 20.3 9.4 8.1 25.8 3.4 0.6

Total Proved 24.5 5.4 29.9 10.8 9.0 24.7 4.3 0.8

Probable 174.2 3.5 21.0 9.6 8.2 25.8 3.5 0.6

Grand Total 198.7 3.7 21.7 9.7 8.2 25.7 3.5 0.6

CeO2 Dy2O3 Er2O3 Eu2O3 Gd2O3 La2O3 Nd2O3 Pr6O11 Sm2O3 Tb4O7 Tm2O3 Y2O3 Yb2O3 TREO
Area Date Classification (%) (%) (%) (%) (%) (%) (%) (%) (%) (%) (%) (%) (%) (%)

Area 1 Mar-21 Proved 0.960 0.070 0.050 0.004 0.060 0.480 0.380 0.110 0.070 0.012 0.008 0.470 0.050 2.720

Area 1 Mar-21 Probable 0.971 0.067 0.047 0.004 0.060 0.468 0.400 0.108 0.072 0.011 0.007 0.458 0.050 2.721

Area 3 Feb-21 Probable 0.805 0.057 0.039 0.003 0.056 0.378 0.339 0.093 0.064 0.009 0.006 0.386 0.040 2.297

Total Proved 0.960 0.070 0.050 0.004 0.060 0.480 0.380 0.110 0.070 0.012 0.008 0.470 0.050 2.720

Probable 0.817 0.058 0.039 0.003 0.056 0.385 0.344 0.094 0.065 0.009 0.006 0.391 0.041 2.328

Grand Total 0.844 0.060 0.041 0.003 0.057 0.402 0.351 0.097 0.066 0.010 0.006 0.406 0.043 2.401

Competent Person Statement: The information in this Prospectus that relates to the Company’s Ore Reserves are based on information
collated and evaluated by, and fairly represents information and supporting documentation compiled by Anthony Keers who is a member
of the Australasian Institute of Mining and Metallurgy and has sufficient experience which is relevant to the style of mineralisation and type
of deposit under consideration and to the activity which he has undertaken to qualify as a Competent Person a defined in the JORC Code.
Mr Keers is a full-time employee of Auralia Mining Consulting Pty Ltd. Mr Keers consents to the inclusion in this Prospectus of the matters
based on his information in the form and context in which it appears.
Accompanying JORC Tables can be found at Appendix A of the ITAR contained at Annexure F of this Prospectus.

148 VHM Limited | Prospectus

Table 3: Goschen Project DFS Ore Reserves as at 31 March 2022 (subset of global Company Ore Reserves)
Ore THM Zircon Rutile Leucoxene Ilmenite Monazite Xenotime
Area Date Classification (Mt) (%) (%) (%) (%) (%) (%) (%)

Area 1 Mar-21 Proved 25.5 5.6 29.6 10.8 9.1 24.7 4.3 0.8

Area 1 Mar-21 Probable 7.6 2.2 27.6 12.7 10.5 25.9 4.3 0.9

Area 3 Feb-21 Probable 65.7 3.6 19.7 9.1 7.9 25.3 3.3 0.6

Total Proved 25.5 5.6 29.6 10.8 9.1 24.7 4.3 0.8

Probable 73.3 3.4 20.2 9.3 8.1 25.4 3.4 0.6

Grand Total 98.8 4.0 23.6 9.9 8.5 25.1 3.7 0.7

CeO2 Dy2O3 Er2O3 Eu2O3 Gd2O3 La2O3 Nd2O3 Pr6O11 Sm2O3 Tb4O7 Tm2O3 Y2O3 Yb2O3 TREO
Area Date Classification (%) (%) (%) (%) (%) (%) (%) (%) (%) (%) (%) (%) (%) (%)

Area 1 Mar-21 Proved 0.960 0.070 0.050 0.004 0.060 0.480 0.380 0.110 0.070 0.012 0.008 0.470 0.050 2.720

Area 1 Mar-21 Probable 0.957 0.065 0.045 0.003 0.059 0.454 0.398 0.104 0.071 0.012 0.007 0.456 0.050 2.682

Area 3 Feb-21 Probable 0.795 0.056 0.038 0.003 0.055 0.373 0.335 0.091 0.063 0.009 0.006 0.383 0.039 2.271

Total Proved 0.960 0.070 0.050 0.004 0.060 0.480 0.380 0.110 0.070 0.012 0.008 0.470 0.050 2.720

Probable 0.806 0.056 0.039 0.003 0.055 0.379 0.339 0.092 0.064 0.009 0.006 0.388 0.040 2.298

Grand Total 0.862 0.061 0.043 0.003 0.057 0.415 0.354 0.099 0.066 0.010 0.007 0.417 0.044 2.451

Competent Person Statement: The information in this Prospectus that relates to the Company’s Ore Reserves are based on information
collated and evaluated by, and fairly represents information and supporting documentation compiled by Anthony Keers who is a member
of the Australasian Institute of Mining and Metallurgy and has sufficient experience which is relevant to the style of mineralisation and type
of deposit under consideration and to the activity which he has undertaken to qualify as a Competent Person as defined in the JORC Code.
Mr Keers is a full-time employee of Auralia Mining Consulting Pty Ltd. Mr Keers consents to the inclusion in this Prospectus of the matters
based on his information in the form and context in which it appears.

VHM Limited | Prospectus 149

Annexure B
Mineral Resource Estimate and Ore Reserve Statements

Please note that the information in this Annexure is the Loddon River, the Glenelg River, and possibly
provided in accordance with ASX Listing Rule 5.8 other paleochannels, into the Murravian Gulf.
(Requirements applicable to reports of Mineral The discharges zones were possibly controlled
Resources for material mining projects) and ASX by movement of regional faults in the Cambro-
Listing Rule 5.9 (Requirements applicable to reports Ordovician and Ordovician-aged metasediments that
of Ore Reserves for material mining projects). form the hard-rock basement of the Murray Basin.

Mineral Resource Statement The Goschen Project area is interpreted to straddle

the Avoca Fault, which separates the Bendigo and
For a separate report providing all information Stawell structural zones. Basement rock within the
that is material to understanding the estimates of Bendigo Zone comprises Early to Middle Ordovician
mineral resources, in relation to each of the criteria in turbidites of the Castlemaine Group intruded
Section 1 (sampling techniques and data), Section 2 by granites. The Bendigo Zone extends west to
(reporting of exploration results), and Section 3 the Avoca Fault and east to the Heathcote Fault.
(estimation and reporting of mineral resources) The Stawell Zone extends west from the Avoca Fault
of Table 1 of the JORC Code, refer to Appendix A to its western limit at the Moyston Fault.
of the ITAR.
The Cannie Fault, which extends northeast-
Area 1, Area 2 West, Area 3 southwest across the project area, is a small splay
Extended, Area 4 fault connecting the Avoca Fault in the eastern
part of the project area to a second, north-westerly
Geology and geological interpretation trending splay of the Avoca Fault. The Cannie Fault
Regional geological setting bisects the mineralisation at Area 1 and Area 3.
The Murray Basin underlies an area of 300,000km2 The Murray Basin formed as a result of ongoing
of north-western Victoria, south-eastern South regional extension which created the relatively
Australia and south-western New South Wales and shallow, saucer shaped depression of the Murravian
comprises flat, late Miocene to Pliocene, Epoch-aged Gulf. The gulf was open to the Southern Ocean
sediments (Brown & Stephenson, 1991). which allowed for semi-continuous marine incursions
and local oscillations in shoreline position during the
Accumulations of heavy mineral sands (HMS) are
Tertiary Period.
widespread over most of the Victorian portion of
the Murray Basin. The upper sequences of the The HMS mineralisation of the Murray Basin is
Murray Basin sediments, principally the Loxton Sand unique to the Loxton Sand unit as a result of
(formerly known as Loxton-Parilla Sand), are known deposition occurring during the break-up of
to contain economic accumulations of HMS. Gondwana in the Cretaceous Period, which allowed
for a sufficiently high-energy system and large
The Murray Basin is a large sedimentary basin that
supply of sediment for the concentrated strandlines
formed by subsidence occurring at the beginning
to form.
of the Tertiary period. As global sea levels rose
during the middle Tertiary, the basin was flooded to The Loxton Sand unit includes the deposits derived
form what has been named the Murravian Gulf into from the bottom of the lower shoreface facies
which HMS was deposited by several paleo-river and the upper shoreface facies, i.e. the finer sand
systems. These rivers transported sediments and silt deposited beyond the high-energy beach
enriched with ilmenite, rutile, zircon, monazite, and zone; the very coarse material from the breaker
xenotime derived from weathering and erosion zone; the well-sorted, medium-grained material
of Palaeozoic granites of the Lachlan Fold Belt, from the swash zone; and the supralittoral material,
sandstone of the Mesozoic basins and rocks of the including dunes. The Bookpurnong Formation
“Great Dividing Range”. (formerly the Bookpurnong beds), the Loxton Sand,
and the Shepparton Formation were deposited
The distribution of the mineralisation within the
contemporaneously and are lateral equivalents
Loxton Sand is controlled by the paleo-location of
of a single “system” and, as such, it is difficult to
the various deltas/discharges of the Great Darling
distinguish between them in transitional zones.
Anabranch, the Darling River, the Murray River,

150 VHM Limited | Prospectus

The Murravian Gulf was dammed in the late Drilling techniques
Pleistocene by uplift of the Pinnaroo Block to All drillhole and assay data were extracted from VHM’s
the southwest of the depocentre of the basin. acQuire database where it had been validated and
The restriction of the oceanic system changed stored to maintain data security.
the depositional environment of the basin to one
dominated by lakes and rivers which allowed for the Drillholes and collars
accumulation of fluvial sediments, primarily sand and Four-hundred and fifty-four drill (454) holes were
clay. Later deposits of aeolian sand continue to cover used to inform the mineral resource. All holes were
the basin to this day. completed in drilling campaigns conducted in 2018
and 2019 to determine the mineralisation extent of
Area 1 the deposit. Drilling was carried out by Wallis Drilling
Geology and geological interpretation using a Mantis 80 mounted on a custom Land Cruiser
six-wheel drive. Reverse circulation aircore was used to
Local geology drill the Area 1 Goschen deposits. Aircore is considered
The zircon and rare earth minerals (REM) of the a standard mineral sands industry technique for
Goschen deposit are hosted in HMS deposits. evaluating HM mineralisation where the sample is
Marine and fluvial processes have concentrated collected at the drill bit face and returned inside an
the economically important minerals of zircon, REM, inner tube. The drill rods are 76mm diameter (NQ) and
and titania minerals (rutile, leucoxene and ilmenite) 3m in length. All holes were drilled vertically with the
which were most likely sourced from eroding igneous majority of samples downhole taken at 1m intervals.
rocks in the drainage catchments of the rivers
Drilling and sampling have been carried out over and
mentioned above, into HMS placer deposits. There
around the Goschen Project area since 1977, however,
are two broad styles of deposits that comprise the
the quality of that historical data is unverifiable and
Goschen HMS deposit. The most extensive HMS
so was not used in this resource estimate. VHM has
deposits occur in sub-horizontal sheet style deposits.
superseded the historical data through the targeted
These deposits are typically 2–12m thick and are
resource definition drilling and sampling programs
formed from fine-grained particles of sand and HMS
since 2017. Drilling and sampling at Area 1 were
(HMS typically with a SG >4.05).
completed in 2018 and 2019.
A series of sub-linear deposits have subsequently
Drillhole collars were all surveyed by Heil Engineering
been deposited immediately above the sheet-style
Consultants. RTK GNSS survey equipment was used
deposits and may represent shore (beach) parallel
to establish horizontal and vertical control to GDA94,
deposits. Typically, these deposits contain fine to
MGA zone 54 and to the Australian Height Datum
coarser grained HMS and in the Goschen area contain
by utilising three permanent Survey Marks within the
either elevated concentrations of the high value titania
immediate project area.
mineral, rutile, and xenotime or zircon dominant with
elevated concentrations of rutile and monazite. In October 2018, VHM commissioned a LiDAR survey
across the entire Goschen Project area. The resultant
Sampling and subsampling techniques data was used to create a centimetre accurate digital
Aircore drilling was used to acquire samples at 1m terrain model (DTM) to which all surveyed drill collars
intervals which generated approximately 7kg of were levelled.
drill cuttings that were split to produce a 1.2–2.5kg
A regular rectangular grid spacing for the Area 1
composite sample using a rotary splitter. The
deposit was on a spacing of 200m in the north-south
smaller subsamples were labelled and bagged for
direction and with 100m and 200m stations to the
transport to the primary laboratory for processing.
east-west direction, with some close spacing drilling as
The sampling method and sample size dispatched
close as 50m along traverses. The collar spacing and
for processing is considered appropriate and reliable
regular grid pattern are sufficient to provide a good
based on accepted industry practices and experience.
degree of confidence in geological models and grade
All sample intervals and geological logging information
continuity within the holes. The close spaced drilling
were recorded digitally onto a laptop at the drill rig,
of 50m along traverses further confirms continuity
validated, and later uploaded to an off-site database.
across strike.

VHM Limited | Prospectus 151

The criteria used for classification, including drill Material captured by the 2mm (OS) and 38μm
and data spacing and distribution – this includes (SAND) screens was individually captured, dried and
separately identifying the drill spacing used weighed, whilst material passing through the 38μm
to classify each category of mineral resources (SLIMES) screen was lost to wastewater streams.
(inferred, indicated, and measured) where This passing 38μm material (SLIMES) weight was
estimates for more than one category of mineral then calculated by difference (SLIMES weight =
resource are reported sample split weight – OS – SAND).
The Area 1 Mineral Resource has been classified A total of 4,388 assays were submitted for analysis
as Measured and Indicated. The Measured using the 2mm to 38μm method (approximately 54%).
classification is based the analytical results from
The SAND fraction (2mm to -38μm) was
metallurgical test work of a 9.1-tonne bulk sample
submitted to heavy liquid separation (HLS) using
collected from aircore samples within the project
tetrabromoethane (TBE). The THM sinks were then
area. The Measured Resource reflects the spatial
washed with acetone, dried, and weighed with the
location from which the bulk sample was collect
floats discarded.
and overprints the estimated grades with the
metallurgical testwork outcomes. The Indicated Diamantina also submitted an internal laboratory
classification is based on the drill spacing of 200m standard every 40th sample for quality assurance/
x 100m and 200m x 50m, geological and grade quality control (QAQC).
continuity, variography of the primary assay grades Samples from drillholes from (and inclusive of)
and the distribution of composited assemblage data. VHM0386 to VHM0587 (4,847 samples in total)
utilised smaller screen meshes of 1mm and 20μm to
Sample analysis method
generate the SAND fraction.
Assaying for the Goschen Project has been carried
out immediately subsequent to each phase of drilling ALS assay method (centrifuge-assisted heavy liquid
and sampling. Samples collected in 2017 and 2018 separation)
were assayed for total heavy mineral (THM), slimes There was a further change in size fraction for
and oversize by Diamantina Laboratories. A total 1,225 samples originally screened at 2mm – 38μm
of 4,388 samples (47.5% of the total) were assayed (by Diamantina) to 2mm – 20μm (by ALS) for assays
by the method that produced a sand fraction located within the primary mineralised domains
between 2mm and 38μm between December 2017 (Domains 2 and 3) of Area 1 East.
and September 2018. Diamantina also assayed
4,847 samples (52.5% of the total) that used a The samples selected for re-assay were received by
sample preparation method that produced a sand ALS Laboratories check-in process then oven dried
fraction of between 1mm and 20μm, between mid- at approximately 110°C until samples were completely
January 2018 and 30 January 2019. dry. Samples were then riffle split from 1.5kg to
approximately ~500g sub-splits (weighed and
VHM also undertook a program of re-assaying captured) then soaked for 24 hours in 1% tetrasodium
samples selected from Domain 2 and Domain 3 of pyrophosphate (TSPP – a dispersing agent used
Area 1 East using centrifuge assisted HLS. to help disaggregate clays). Every 25th sample
was submitted to the same process as a laboratory
Diamantina assay process
repeat. The wet screens used a top screen of
Samples weighing between 1.5kg and 2.5kg were 2mm (ALS flowchart states a mix of both 1mm and
received into the Diamantina Laboratories check-in 2mm material), and a bottom screen of 20μm.
process then oven dried for lots of 2 hours at 110°C After the first screening samples were subjected to
until samples were completely dry. Samples were a mechanical agitation (1% TSPP) for 5 minutes then
then rotary split down to approximately ~100g re-screened for a second time. Material captured by
sub-splits (weighed and captured) with one sample the upper screen (OS) and 20μm (SAND) screens
then submitted to screening via vibrating deck was individually captured, dried, and weighed, whilst
screens with the application of water. Every 25th material passing through the 20μm (SLIMES) screen
sample was submitted to the same process as a was lost to wastewater systems.
laboratory repeat. The vibrating screens used a
top screen of 2mm and a bottom screen of 38μm.

152 VHM Limited | Prospectus

Estimation methodology The bulk density was applied to the model using
a standard linear formula originally described
Ordinary kriging
by Baxter (1977). This approach was refined
Horizontal continuity analyses were carried out in a practical application using first principles
for each of the five mineralised Area 1 domains. calculations. This regression formula was then used
Analysis of normal scores transformed data sets to convert the block model volumes to mass with
showed each domain in Area 1 East has a stronger block tonnages dependant on estimated heavy
continuity bearing 350. Area 1 West domains vary mineral grades.
between north (000) and northwest (310).
The preferred mineralisation continuity direction Cut-off grade(s), including the basis for the
for each dataset was used to generate series of selected cut-off grade(s)
variograms which were used to generate ordinary A cut-off grade of 1.0% THM was used to
kriging parameters. That data, along with search prepare the reported resource estimate grade
ellipse and minimum/maximum data point informers and tonnage. The cut-off grade was used at the
for model cells, was used to undertake a Mineral recommendation of VHM’s Geology Manager and is
Resource estimate using ordinary kriging. based on extensive mineral sands project resource
development and mining experience. That cut-off
Ordinary Kriging was used to estimate THM, SLIMES
grade represents a reasonable level for the definition
and Oversize (OS) into the block model. The
of HMS deposits and is regularly used throughout
estimates were controlled by hard domain wireframe
the Murray Basin and elsewhere in Australia by
boundaries.
various resource companies.
The search ellipse for Area 1 East was set at 400
x 100 x 5 with multipliers of 2 and 3 for second Mining and metallurgical methods and
and third pass estimates. The minimum number of parameters, and other material modifying
samples required was 12 and the maximum was 28. factors considered to date
The search ellipse for Area 1 west was set at 400 Complete extraction of ore is planned using open
x 200 x 5 with multipliers of 2 and 3 for second pit strip mining down to the top of the water table,
and third pass estimates. The minimum number of and currently only within the areas that the Company
samples required was six and the maximum was 28. has sought to secure land access and environmental
approvals which are still pending. All waste material
Metallurgical testwork outcomes assignment (including overburden and clay) will be used to
The Company used Datamine to create a 3D solid create in-pit bunds to contain tailings, and to cap
envelope that encapsulated the samples used to tailings after drying to bring the landform back to
create the 9.1-tonne bulk sample and other, later, its original state. Minor additional earthworks may
aircore samples around them. That envelope was be required in each “tailings cell” to assist in water
used to inform the Mineral Resource estimate by recovery and drying/consolidation time.
overwriting the estimated grade data with the
Mining will be undertaken as a block/strip-mining
metallurgical testwork outcomes.
operation, with progressive backfilling of the pit
Given the disparate nature of the data used to as the mine progresses. Each block will have
generate the resource within the metallurgical a final floor footprint of approximately 500m x
testwork envelope compared to the traditional 150m. Waste material (overburden, interburden,
assay and estimation, the decision was taken by the clay and topsoil) will be stockpiled on surface at the
Company to clearly delineate and report the two commencement of mining operations until there
“sub-resources” while still reporting a global Mineral is sufficient capacity and suitable conditions in
Resource for Area 1. the mined void to allow direct deposition into the
mined areas. Stockpiled material on the surface will
Bulk density ultimately be rehandled to the final mine void to
As no bulk density measurement program has yet remove the visual effects of mining upon closure and
been completed at any of the Goschen Project to return the area to its original use.
deposits, the density used throughout the model is a
calculated value.

VHM Limited | Prospectus 153

Metallurgical bulk sample The additional data acquired during the 2018-2019
During October 2018, VHM created a bulk sample Mineral Technologies bulk sample testwork
from aircore drilling sample residues and the represents data that is superior to the simple assay
samples collected from a task-specific sonic drilling values and, in line with Clause 49 of the JORC Code
program. The drilling samples which comprise the (2012 Edition) this other quality criteria supersede
bulk were primarily collected from Domain 2 and the assay data. The use of this data is possible
Domain 3 of Area 1 East, however, some samples as the Victorian Government Earth Resources
from Domain 5 were also included. Regulation (ERR) considers mineral sands to be
Industrial Minerals.
The 9.1-tonne sample was sent to Mineral
Technologies Pty Ltd and formed the basis of a Area 2 West
metallurgical testwork program for Area 1.
Geology and geological interpretation
The bulk sample was subjected to a series of
A series of sub-linear HMS deposits have
processing stages, with products from each stage
subsequently been deposited immediately above
being measured and the product yields and
the sheet-style deposits and may represent shore
chemistry being calculated. The final head-grade and
(beach) parallel deposits similar to eastern Area 1
assemblage of the bulk sample was back-calculated
geology. Typically, these deposits contain fine to
to produce data representing the entire bulk sample.
coarser grained HMS and in the Goschen area
The testwork included the creation of a Wet contain either elevated concentrations of the high
Concentrator feed (WCF) sample using a 1mm value titania mineral, rutile, and xenotime or zircon
oversize separation screen and a screw classifier dominant with elevated concentrations of rutile
fitted with a 20μm screen. The resultant sample is and monazite.
equivalent to the 20-micron sand sample generated
The Area 2 West deposit is formed from four strands
by the Diamantina Laboratories assay process.
plus a sheet deposit. The highest zircon grades
The back calculations of the 2018–2019 bulk sample are associated with an elevated downhole gamma
wet concentrator feed produced a THM value of response and forms one of four strand deposits.
5.72%, slimes content of 15.3% and an oversize value There are three other strands deposits formed from
of 5.38%. elevated THM grades and referred to as Zones 3, 4
A series of detailed analysis of the outcomes of the and 7. Zone 2 is defined as high-grade sheet deposit.
Mineral Technologies Area 1 bulk sample testwork Two other low THM grade estimation zones were
were completed by TZMI and the Company. developed by IHC Robbins and include Zones 1
This work was focused on confirming the validity and and 11.
appropriateness to use the Mineral Technologies The Area 2 West Mineral Resource is open along
Area 1 testwork as a basis for use in process plant strike to the north and south. Drilling to the east in
design, product specification and production an area referred to as Area 2 East confirms that the
tonnage forecast for Definitive Feasibility Study, Goschen sheet-style deposits continue to Area 3.
Ore Reserve and Mineral Resource. The thickness of Area 2 West ranges from 2m to 16m
This enabled the Company Mineral Resource and (Figure B1).
Ore Reserve to align with JORC 2012 reporting Geological interpretations were supplied by VHM via
guidelines. scanned and annotated hard copy sections. VHM
The Mineral Technologies bulk sample testwork provided the zones used for estimation based on
results were subject to further testwork in the 2020 downhole gamma response, geological logging and
TZMI analysis confirmed repeatability of assay high THM grades.
outcomes. The greatest differences occurred in zircon IHC Robbins analysed the digitised strings provided
analysis which displayed a variation of ±4.5% to ±6%. by VHM.
It is concluded this is down to a calculation difference
in metallurgical assay methodology between Mineral
Technologies and the other laboratories which
performed umpire assaying of the samples.

154 VHM Limited | Prospectus

Sampling and subsampling techniques Drilling techniques
Drill samples were obtained at 1m intervals All drillhole and assay data were extracted from
generating approximately 8kg of drill spoil that was VHM’s acQuire database where it had been
then split during sample collection from the sample validated and stored to maintain data security.
cyclone down to 1,200–2,500g using a rotary splitter
A drilling program of 135 drillholes was conducted
underneath the cyclone. The sub-split samples were
between January and April 2019 to determine the
labelled and bagged for transport to the primary
mineralisation extended. Twelve holes from previous
laboratory for processing. All sample intervals and
drilling programs were also included to total 147
the correlating sample mass were recorded digitally
holes. Drilling was carried out by Wallis Drilling using
onto a laptop at the drill rig and later uploaded to a
a Mantis 80 mounted on a custom Land Cruiser
master Microsoft Excel spreadsheet.
six-wheel drive. Reverse circulation aircore was
The sampling method and sample size dispatched used to drill the Area 2 West Goschen deposit.
for processing is considered appropriate and Aircore is considered a standard mineral sands
reliable based on accepted industry practices industry technique for evaluating heavy mineral
and experience. mineralisation where the sample is collected at
the drill bit face and returned inside an inner tube.
The drill rods are 76mm diameter (NQ) and 3m in
length. All holes were drilled vertically with majority
of the samples downhole taken at 1m intervals.

Figure B1: Area 2 West cross section 6058800mN

VHM Limited | Prospectus 155

A regular rectangular grid spacing for the Area • This passing 38μm material (SLIMES) weight was
2 West deposit was on a spacing of 400m in the then calculated by difference (SLIMES weight =
north-south direction and with 50m and 100m sample split weight - OS - SAND).
stations to the east-west direction. The 400m x 100m • The SAND fraction (2mm to -38μm) was
spaced aircore holes and regular grid pattern are submitted to HLS using tetrabromoethane (TBE).
sufficient to provide a good degree of confidence in
geological models and grade continuity within the Mineral assemblage composites have been prepared
holes. The 50m spacing on the eastern side of the for the Goschen Area 2 West deposit by different
deposit further confirms continuity across strike. methods since the early stages of exploration.
Techniques utilising both x-ray fluorescence (XRF)
The criteria used for classification, including drill and QEMSCAN have been used to define the
and data spacing and distribution – this includes mineralogy as a proportion of the THM. All bulk
separately identifying the drill spacing used sample composites were prepared exclusively
to classify each category of mineral resources by VHM.
(inferred, indicated, and measured) where
estimates for more than one category of mineral Estimation methodology
resource are reported A total of 130 drillholes were used for the Goschen
The Area 2 West Mineral Resource has been Area 2 West resource estimate. Drillhole collars
classified as Indicated based on the drill spacing were all surveyed using RTK GNSS survey
of 400m x 100m and 400m x 50m, geological equipment to establish horizontal and vertical
and grade continuity, variography of primary control to Map Grid of Australia Zone 54 and to the
assay grades and the distribution of composited Australian Height Datum. Three Permanent Survey
assemblage data. Marks were located, and the data adjusted to suit
TALGITCHA PM 7.
Sample analysis method
IHC Robbins generated a topographic DTM
Samples were dispatched to Diamantina surface within Datamine using the surveyed drill
Laboratories which followed the general assay collars for Area 2 West as VHM did not provide a
process flow described as follows; topographic surface for the area. The generated
• 1.5–2.5kg samples were received into the topographic DTM surface was used for this Mineral
Diamantina Laboratories check-in process then Resource estimation.
oven dried for lots of 2 hours at 110°C until Sampling and assaying were subjected to QAQC
samples were completely dry. processes by VHM with the submission of blind
• Samples were then rotary split down to field duplicates and by Diamantina using internal
approximately ~100g sub-splits (weighed and duplicates and standards.
captured) with one sample then submitted to
The rate of submission for field duplicates was
screening via vibrating deck screens with the
1:21 which is well in line with industry standards of
application of water.
between 1:20 and 1:40. The rate of submission for lab
• Every 25th sample was submitted to the same duplicates was 1:22 which provides a high level of
process as a laboratory repeat. precision quality assurance.
• The vibrating screens for all drillhole samples
An analysis of the 143 field duplicates assayed for
utilised a top screen of 2mm and a bottom
THM shows a good correlation of 93% between the
screen of 38μm.
original assay and the duplicate assay. However, a
• Material captured by the 2mm (OS) and 38μm slight bias towards the duplicates exists on assays
(SAND) screens was individually captured, below a THM value of 5.5%; the duplicate THM
dried, and weighed, whilst material passing assays are higher than the original assays.
through the 38μm (SLIMES) screen was lost to
wastewater streams. All the 61 standard samples submitted to the
laboratory by VHM were within acceptable limits
of +3SD.

156 VHM Limited | Prospectus

Inverse distance cubed was used along with The Area 3 Extended deposit includes part of
nearest neighbour to interpolate grades and the Orion Strandline system as well as a series of
values into the block model. Part of the rationale unnamed strandlines defined in drillholes in both
for using ID3 is centred around the good continuity 2017 and 2019. These strandlines are typically
of the mineralisation, low nugget effect displayed 300–600m in width and trend north-northwest.
by the experimental variograms, the regular The strandlines are part of a larger HMS deposit
drillhole and assay spacing and the nature of the formed contemporaneously with is a multiple,
sampling process. stacked, sheet-like accumulation of heavy minerals
sands These sheet-like deposits are regionally
A bulk density was applied to the model using a
extensive and work by the Company has not closed
standard linear formula originally described by
out the limits of economic mineralisation to date.
Baxter (1977). This regression formula was then used
to calculate the conversion of tonnes from each cell The geological interpretation for Area 3 Extended
volume and from there the calculation of material, was completed by VHM, initially generated using
THM and SLIMES tonnes. cross sections at 1:25,000 scale. Using the cross
sections developed the understanding of the
The bulk density formula is described as:
relationship of the various mineralisation sequences,
• Bulk density = (0.009 * HM) + 1.698. this included the Orion Strandline which was located
by Company drilling in 2017 but not included in any
Cut-off grade(s), including the basis for the resource update. Cross sections at 1:5,000 scale
selected cut-off grade(s) were then generated, and a reinterpretation of
Grade cutting or capping was not used during the the Area 3 Extended was completed. A series of
interpolation because of the regular nature of sample primary, west-east, cross-sections, and numerous
spacing and the fact that samples were not clustered supporting cross sections, including downhole
nor wide spaced to an extent where elevated gamma response, metallurgy samples and
samples could have a deleterious impact on the validation resource model sections (282 sections
resource estimation. in total) were developed as part of the geological
interpretation approach.
Sample distributions were reviewed, and no extreme
outliers were identified either high or low that Section spacing included nominal 100m and 200m
necessitated any grade cutting or capping. spaced north-south sections with some sections
in the southern Area 3 Extended to 400m centres.
Mining and metallurgical methods and Clipping was used to capture off-section drillhole
parameters, and other material modifying data for presentation on sections. A process of more
factors considered to date detailed geological and assay grade interpretation
No specific mining method is assumed other than and comparison of relatively close-sections was
potentially the use of dry mining methods. used to develop a 3D, spatially coherent set of
domains that approximated the earlier interpretations
Area 3 Extended but that also included outlying mineralisation that
was not included in the preliminary interpretations.
Geology and geological interpretation The paper copies of the interpreted domains were
The Area 3 Extended deposit is part of the Goschen scanned and georeferenced in Datamine and
Project which is formed from a mix of near surface strings representing the three new domains were
high-grade strandlines and multiple stacked sheet created. The 2020 geological interpretation defined
like deposits of heavy mineral sands. The sheet-like a series of mineralised systems within the Area 3
deposits are typically fine-grained with a measured Extended Mineral Resource. Mineralisation either
D50 THM particle diameter of 87 microns strikes sub parallel to the crest of the Cannie Fault or
(metallurgical testwork). The Goschen deposit hosts north-northwest such as Orion Strandline. The Orion
significant accumulations of zircon, titanium minerals Strandline demonstrates similar geometry and grade
and rare earth element minerals. characteristics as defined in Area 4 (3km north),
confirming that the high-grade strandline system has
a minimum strike length greater than 6km.

VHM Limited | Prospectus 157

 Zone 1
Zone 2
Zone 3
Clay
Waste

Figure B2: Representation of a west-east cross section through Area 3 Extended resource area showing
the relative location of the three mineralised zones (vertical exaggeration applied)

The current interpretation within Area 3 Extended Drilling techniques

comprises of three mineralised domains. These All drillhole and assay data were extracted from
domains are interpreted as sheet-like horizons, Figure VHM’s acQuire database where it had been validated
B2. The three mineralised horizons have been domain and stored to maintain data security.
as high-, medium- and low-grade horizons and are
geologically continuous along and across strike. Three drilling programs were completed between 2017
to 2019, totalling 160 drillholes. Of these 160 drillholes,
The Mineral Resource field for the Goschen Project is 91 were drilled in 2017, two were drilled in 2018 and
approximately 7km in length (at the longest point) and 67 were drilled between January to February 2019.
5km wide (at the widest point). Drilling was carried out by Wallis Drilling using a truck
Sampling and subsampling techniques mounted Mantis 81 aircore rig. Reverse circulation
aircore was used to drill the Area 3 Extended Goschen
Drill samples were obtained at 1m intervals. deposits. Aircore is considered a standard mineral
Each meter drilled was sampled by returning the sands industry technique for evaluating heavy mineral
sample from the bit-face using compressed air to lift mineralisation where the sample is collected at the drill
it up the inside of the inner tube of the drill string. bit face and returned inside an inner tube. Holes were
The sample was de pressured using a rig-mounted drilled vertically to a variety of depths using drill rod
cyclone. Most solid material was presented to a lengths of 3m at a diameter of 76mm (NQ). Majority of
rotary splitter which was mounted at the base of the the samples downhole were taken at 1m intervals.
cyclone. The rotary splitter produces a composite
sample of approximately 1.5kg for each metre drilled. For the 2017 drill program, the drillhole spacing
was an offset pattern with spacing between collars
The sample was captured in pre-labelled calico of 300–400m. A regular rectangular grid spacing
sample bags. The excess, “non-sample” material was completed during the 2019 drill program with a
was captured in large, numbered, green plastic spacing of 400m in the north-south direction and with
exploration sample bags. The primary sample 50m and 100m stations to the east-west direction.
was logged on-site and a geological description The collar spacing is sufficient to provide a high
and estimate of THM, slimes and overside was degree of confidence in geological model and grade
made. The data produced was captured using a continuity within the holes.
spreadsheet, with limited validation rules, installed
on a Toshiba Toughbook. The logs were emailed to The criteria used for classification, including drill
VHM’s Database Administrator at the end of each day and data spacing and distribution – this includes
for upload into the primary database. separately identifying the drill spacing used to
classify each category of mineral resources (inferred,
The 1.5kg samples were sent to Diamantina indicated, and measured) where estimates for more
Laboratories in Perth, Western Australia, for than one category of mineral resource are reported
THM assay.
The Area 3 Extended Mineral Resource has been
The sampling method and sample size dispatched classified as Indicated based on the drill spacing of
for processing is considered appropriate and 400m x 100m and 400m x 50m, geological and grade
reliable based on accepted industry practices and continuity, variography of the primary assay grades
experience. and the distribution of composited assemblage data.

158 VHM Limited | Prospectus

Sample analysis method A digital topographic surface, DTM, was generated
Samples were dispatched to Diamantina by VHM Limited from data collected during a LiDAR
Laboratories which followed the general assay survey commissioned by VHM. The DTM was used
process flow described as follows: to cross-check the locations of the collars and no
differences were observed.
• 1.5–2.5kg samples were received into the
Diamantina Laboratories check-in process then Sampling and assaying were subjected to QAQC
oven dried for lots of 2 hours at 110°C until processes by VHM with the submission of blind
samples were completely dry. field duplicates and by Diamantina using internal
duplicates and standards.
• Samples were then rotary split down to
approximately ~100g sub-splits (weighed and The VHM QAQC data for drilling undertaken in 2019
captured) with one sample then submitted to was analysed and the THM, duplicates/replicates
screening via vibrating deck screens with the were subjected to log scatter plot, cumulative
application of water. probability plot and general statistical investigation.
• Every 25th sample was submitted to the same The rate of submission for field duplicates was
process as a laboratory repeat. 1:26 which is well in line with industry standards of
• The vibrating screens for all drillhole samples between 1:20 and 1:40. The rate of submission for lab
utilised a top screen of 2mm and a bottom duplicates was 1:25 which provides a high level of
screen of 38μm. precision quality assurance.
• Material captured by the 2mm (OS) and 38μm An analysis of the 173 field duplicates assayed for
(SAND) screens was individually captured, dried, THM shows a good correlation of 94% between the
and weighed, whilst material passing through the original assay and the duplicate assay.
38μm (SLIMES) screen was lost to wastewater
streams. All except one of the 45 standard samples submitted
to the laboratory by VHM were within acceptable
• This passing 38μm material (SLIMES) weight was limits of +3SD.
then calculated by difference (SLIMES weight =
sample split weight - OS - SAND). The geological grade model for Goshen Area 3
• The SAND fraction (2mm to -38μm) was Extended was based on coding model cells below
submitted to HLS using TBE. open wireframe surfaces, including topography,
mineralisation, and basement. The drillhole file was
• The material that sank through the heavy liquid also flagged with the domains and used for grade
was then washed with acetone, dried, and estimation. All the string, wireframe, and drillhole files
weighed with the floats discarded. were used to build and interpolate the model.
Mineral assemblage composites have been In the 2017 drilling area, drill traverses are spaced at
prepared for the Goschen Area 3 Extended deposit 200m with holes spaced between 100m and 400m.
by different methods since the early stages of Accordingly, 100m was selected as the parent cell
exploration. Techniques utilising both XRF and size in the direction of the long axis (Y). To avoid
QEMSCAN have been used to define the mineralogy having too many blocks without drillholes within
as a proportion of the THM. All bulk sample them, a dimension of 25m was selected for the
composites were prepared exclusively by VHM. intermediate axis direction (X) and all parent cells
were 1m thick (Z).
Estimation methodology
A total of 160 drillholes were used for the Goschen Sub-blocking was permitted in all the cell
Area 3 Extended Resource estimate. Drillhole collars dimensions. Four sub-cells were allowed in the X
were all surveyed by an independent surveyor using and Y direction and a resolution value of 5 was used
industry standard equipment. Three permanent in the Z direction, meaning that sub-cells as thin as
survey marks in the area provided survey control, 0.2m high were possible.
allowing for repeatable and accurate survey readings
across the project area. The datum used is GDA 94
and coordinates are projected as MGA zone 54.

VHM Limited | Prospectus 159

The model was interpolated using inverse distance Bulk density
techniques. The decision was taken to used ID2 A bulk density was applied to the model using a
which is considered the industry standard for mineral standard linear formula originally described by
sands. A subsequent evaluation of the results Baxter (1977). This regression formula was then used
on a section-by-section basis showed very good to calculate the conversion of tonnes from each cell
correlation between block grades and drillhole volume and from there the calculation of material,
assay grades. THM and SLIMES tonnes.
The interpolation was undertaken using three The bulk density formula is described as:
expanding passes. The search ellipse used in the
first pass was of the dimensions 250 x 100 x 1 • Bulk density = (0.009 * HM) + 1.698
(y:x:z respectively). To inform model cells that were
Cut-off grade(s), including the basis for the
not populated with assay data during the first
interpolation pass, a distance multiplier of 2 was selected cut-off grade(s)
applied for the second interpolation pass and a Effectively there is an averaging over the length of
distance multiplier of 4 was applied for the third the sample interval down hole (in this case being 1m).
interpolation pass. The second and third passes There is already a dilution effect on any potential
generally only inform cells where data density is low. high-grade mineralisation leading to inverse distance
The long search radius was considered appropriate being a less complex and more straight forward
given the good correlation of sample variance over methodology.
long ranges. Grade cutting or capping was not used during the
For the first interpolation a minimum of two samples interpolation because of the regular nature of sample
and a maximum of six sample were allowed to spacing and the fact that samples were not clustered
inform each cell. For the second and third pass nor wide spaced to an extent where elevated samples
the minimum number of samples required to could have a deleterious impact on the resource
inform a model cell was reduced to one sample. estimation.
The maximum remained at six samples. Sample distributions were reviewed, and no
Estimation was controlled by ZONE numbers. extreme outliers were identified either high or low
that necessitated any grade cutting or capping.
An array of 3 x 3 x 3 was used for discretisation in The sample length of 1m does result in a degree of
each cell. grade smoothing also negating the requirement for
This process resulted in all domains of the block grade cutting or capping.
model having interpolated grades in all model cells. For reporting purposes, cut-off grades of >1%
Metallurgical testwork outcomes assignment THM were used to prepare the reported resource
estimates.
The Company identified Zone 1 north of 6058000
mN as the envelope that encapsulated the samples Mining and metallurgical methods and
used to create the 1.8-tonne bulk sample and other, parameters, and other material modifying
later, aircore samples around them. That envelope
factors considered to date
was used to inform the Mineral Resource estimate
by overwriting the estimated grade data with the Complete extraction of ore is planned using open
metallurgical testwork outcomes. pit strip mining down to the top of the water table,
and currently only within the areas that the Company
Given the disparate nature of the data used to has sought to secure land access and environmental
generate the resource within the metallurgical approvals which are still pending. All waste material
testwork envelope compared to the traditional (including overburden and clay) will be used to
assay and estimation, the decision was taken by the create in-pit bunds to contain tailings, and to cap
Company to clearly delineate and report the two tailings after drying to bring the landform back to
“sub-resources” while still reporting a global Mineral its original state. Minor additional earthworks may
Resource for Area 3 Extended. be required in each “tailings cell” to assist in water
recovery and drying/consolidation time.

160 VHM Limited | Prospectus

Mining will be undertaken as a block/strip-mining The combination of drillhole and sample source
operation, with progressive backfilling of the pit locations provides a high level of confidence that the
as the mine progresses. Each block will have a sample is representative of the mineralised zone.
final floor footprint of approximately 500m x 150m.
The 1.8-tonne sample was sent to Mineral
Waste material (overburden, interburden, clay
Technologies and formed the basis of a metallurgical
and topsoil) will be stockpiled on surface at the
testwork program for Area 3 Extended.
commencement of mining operations until there
is sufficient capacity and suitable conditions in The bulk sample was subjected to a series of
the mined void to allow direct deposition into the processing stages, with products from each stage
mined areas. Stockpiled material on the surface will being measured and the product yields and
ultimately be rehandled to the final mine void to chemistry being calculated. The final head-grade and
remove the visual effects of mining upon closure and assemblage of the bulk sample was back-calculated
to return the area to its original use. to produce data representing the entire bulk sample.

Metallurgical bulk sample The testwork included the creation of a WCF sample
using a 1mm oversize separation screen and a screw
A 1.8-tonne sample was composited from
classifier fitted with a 20μm screen. The resultant
predominantly Area 3 drillhole samples, selected
sample is equivalent to the 20-micron sand
to represent Area 3 feed material and be used for
sample generated by the Diamantina Laboratories
characterisation and flowsheet development.
assay process.
The sample comprised the remains of the 1m drilling
The back calculations of the June 2020 bulk sample
samples from which the geological laboratory
wet concentrator feed produced a THM value of
samples were split. Figure B3 illustrates the relative
5.42%, slimes content of 13.5% and an oversize value
position of the drillholes comprising this bulk sample.
of 7.5%.

Figure B3: Area 3 Extended metallurgical bulk sample – aircore sample locations

VHM Limited | Prospectus 161

Area 4 The interpretations were prepared by utilising a
“fill down” method whereby each zone is assigned
Geology and geological interpretation a roof boundary string that is digitised and snapped
The HMS at the Goschen Area 4 deposit is hosted to the corresponding down hole mineralisation
within the offshore and near shore/marginal marine interval, aligned with the down hole geophysical
depositional paleo-environment of the Loxton Parilla data. The younger geological units were filled in first
Sands. There are three main strands and one sheet- followed by the older units of the stratigraphy.
like horizon of mineralisation within the deposit
The Mineral Resource field for the project is
which are predominantly zircon-rutile enriched.
approximately 3.5km in length (at the longest point)
Zone 3 is high in tourmaline and low in zircon,
and 400m wide (at the widest point).
although is high in contained THM. These zones are
geologically continuous along strike, with grades Sampling and subsampling techniques
varying along and across strike and from domain to
Drill samples were obtained at 1m intervals
domain (Figure B4).
generating approximately 8kg of drill spoil that was
Geological interpretations were supplied by then split during sample collection from the sample
VHM via scanned and annotated hard copy cyclone down to 1,200–2,500g using a rotary splitter
sections. VHM provided five domains and four of underneath the cyclone. The sub-split samples were
the mineralogical domain boundaries based on labelled and bagged for transport to the primary
downhole gamma response, geological logging and laboratory for processing. All sample intervals and
high THM grades. These zones were named Zone the correlating sample mass were recorded digitally
2, 3, 4 and 5 in the Resource estimation. Zone 1 is onto a laptop at the drill rig and later uploaded to a
immediately below the topography. master Microsoft Excel spreadsheet.
IHC Robbins analysed the digitised strings provided The sampling method and sample size dispatched
by VHM and determined an additional geological for processing is considered appropriate and
domain using the gamma signatures from down reliable based on accepted industry practices
hole geophysical surveys, oversize material, and experience.
slimes, logged lithology colour and THM grades
in the deposit. The additional geological zone has
background mineralisation that sits between Zone 2
and the basement.

Figure B4: Area 4 Long section schematic over 3.5km strike length

162 VHM Limited | Prospectus

Drilling techniques • Samples were then rotary split down to
All drillhole and assay data were extracted from approximately ~100g sub-splits (weighed and
VHM’s acQuire database where it had been captured) with one sample then submitted to
validated and stored to maintain data security. screening via vibrating deck screens with the
application of water.
A drilling program of 116 holes was conducted in
• Every 25th sample was submitted to the same
February 2019 to determine the mineralisation extent
process as a laboratory repeat.
of the deposit. Drilling was carried out by Wallis
Drilling using a Mantis 80 mounted on a custom Land • The vibrating screens for all drillhole samples
Cruiser six-wheel drive. Reverse circulation aircore utilised a top screen of 2mm and a bottom
was used to drill the Area 4 Goschen deposits. screen of 38μm.
Aircore is considered a standard mineral sands • Material captured by the 2mm (OS) and 38μm
industry technique for evaluating heavy mineral (SAND) screens was individually captured,
mineralisation where the sample is collected at dried, and weighed, whilst material passing
the drill bit face and returned inside an inner tube. through the 38μm (SLIMES) screen was lost to
The drill rods are 76mm diameter (NQ) and 3m in wastewater streams.
length. All holes were drilled vertically with majority • This passing 38μm material (SLIMES) weight was
of the samples downhole taken at 1m intervals. then calculated by difference (SLIMES weight =
A regular rectangular grid spacing for the Area 4 sample split weight – OS – SAND).
deposit was on a spacing of 400m in the north-south • The SAND fraction (2mm to -38μm) was
direction and with 25m and 50m stations to the submitted to HLS using TBE.
east-west direction. The 400m x 50m spaced aircore Mineral assemblage composites have been prepared
holes and regular grid pattern are sufficient to for the Goschen Area 4 deposit by different methods
provide a good degree of confidence in geological since the early stages of exploration. Techniques
models and grade continuity within the holes. utilising both XRF and QEMSCAN have been used to
The 25m spacing on two of the nine drilling lines define the mineralogy as a proportion of the THM. All
further confirms continuity across strike. bulk sample composites were prepared exclusively
The criteria used for classification, including drill by VHM.
and data spacing and distribution – this includes
separately identifying the drill spacing used Estimation methodology
to classify each category of mineral resources A total of 116 drillholes were used for the Goschen
(inferred, indicated, and measured) where Area 4 Resource estimate. Drillhole collars were
estimates for more than one category of mineral all surveyed using RTK GNSS survey equipment
resource are reported to establish horizontal and vertical control to Map
Grid of Australia Zone 54 and to the Australian
The Area 4 Mineral Resource has been classified as
Height Datum. Three Permanent Survey Marks
Indicated based on the drill spacing of 400m x 50m
were located, and the data adjusted to suit
and 400m x 25m, geological and grade continuity,
TALGITCHA PM 7.
variography of the primary assay grades and the
distribution of composited assemblage data. IHC Robbins generated a topographic DTM
surface within Datamine using the surveyed
Sample analysis method drill collars for Area 4 as VHM did not provide a
Samples were dispatched to Diamantina topographic surface for the area. The generated
Laboratories which followed the general assay topographic DTM surface was used for this Mineral
process flow described as follows: Resource estimation.
• 1.5–2.5kg samples were received into the Sampling and assaying were subjected to QAQC
Diamantina Laboratories check-in process then processes by VHM with the submission of blind
oven dried for lots of 2 hours at 110°C until field duplicates and by Diamantina using internal
samples were completely dry. duplicates and standards.

VHM Limited | Prospectus 163

The VHM QAQC data for drilling undertaken Inverse distance cubed was used along with
in February 2019 was analysed and the THM, nearest neighbour to interpolate grades and
duplicates/replicates were subjected to log scatter values into the block model. Part of the rationale
plot, cumulative probability plot and general for using ID3 is centred around the good continuity
statistical investigation. of the mineralisation, low nugget effect displayed
by the experimental variograms, the regular
The rate of submission for field duplicates was
drillhole and assay spacing and the nature of the
1:21 which is well in line with industry standards of
sampling process.
between 1:20 and 1:40. The rate of submission for lab
duplicates was 1:23 which provides a high level of A bulk density was applied to the model using a
precision quality assurance. standard linear formula originally described by Baxter
(1977). This approach was refined in a practical
An analysis of the 119 field duplicates assayed for
application by this author using the following first
THM shows a good correlation of 97% between the
principles calculations. This regression formula was
original assay and the duplicate assay. However, a
then used to calculate the conversion of tonnes from
slight bias towards the duplicates exists on assays
each cell volume and from there the calculation of
below a THM value of 0.6%; the duplicate THM
material, THM and SLIMES tonnes. The bulk density
assays are higher than the original assays.
formula that has been applied to Area 4 has also
All the 71 standard samples submitted to the been used in the VHM Mineral Resource estimate for
laboratory by VHM were within acceptable limits Goschen Area 1 and 2 completed in March 2019 by
of +3SD. IHC Robbins.
The geological grade model for Goshen Area 4 was The bulk density formula is described as:
based on coding model cells below open wireframes
• Bulk density = (0.009 * HM) + 1.698.
surfaces, including topography, mineralisation, and
basement. The drillhole file was also flagged with Cut-off grade(s), including the basis for the
the domains and used for grade estimation. All the
selected cut-off grade(s)
string, wireframe, and drillhole files that were used to
build and interpolate the model. Effectively there is an averaging over the length of
the sample interval downhole (in this case being 1m).
The dominant drill grid spacing for the Area 4 There is already a dilution effect on any potential
deposit was 400m north south and 50m east west high-grade mineralisation leading to inverse distance
direction. However, two of the nine drilling sections being a less complex and more straight forward
had 25m spacing in the east-west direction. A parent methodology.
cell dimension of 100m x 25m x 1m in XYZ was
selected in order to have a floating cell between Grade cutting or capping was not used during the
drillholes and drill lines. interpolation because of the regular nature of sample
spacing and the fact that samples were not clustered
Sub-cell splits of 4 x 4 in the X and Y and to the nor wide spaced to an extent where elevated
nearest 20 cm in the Z direction were used to samples could have a deleterious impact on the
control sub-cell splitting of parent cells (as dictated resource estimation.
by the modelling routine used in Studio RM).
The smaller parent cell sizes were selected to give Sample distributions were reviewed, and no extreme
a better estimation of the volume of the deposit outliers were identified either high or low that
and effectively cover the narrow domains. It is not necessitated any grade cutting or capping.
anticipated that this will have an adverse effect on The sample length of 1m does result in a degree of
the overall grade estimation. grade smoothing also negating the requirement for
The smaller parent cell sizes are also not anticipated grade cutting or capping.
to result in an adverse effect on the overall Cut-off grades for THM were used to prepare the
grade estimation. reported resource estimates. These cut-off grades

164 VHM Limited | Prospectus

were defined by the Competent Person by utilising
Long term
multiplying THM by VHM to get an in-ground VHM
reference
grade (TVHM). This was used to report the block
Unit price
model on material >1% TVHM.
Monazite/Xenotime US$/t 5,670
IHC Robbins utilised a value per tonne (VPT)
algorithm as an internal process to validate the Zircon US$/t 1,495
TVHM cut-off grade for repeatability.
Rutile US$/t 1,138
This validation provided a close reconciliation to the
1% TVHM cut-off grade. Ilmenite US$/t 274

Mining and metallurgical methods and The criteria used for classification, including the
parameters, and other material modifying classification of the mineral resources on which
factors considered to date the ore reserves are based and the confidence in
No specific mining method is assumed other than the modifying factors applied
potentially the use of dry mining methods. Measured Resources within the pit design situated
on the two paddocks in Area 1 that house the
Ore Reserve Statement processing facility and overburden stockpiles were
For a separate report providing all information that converted to Proven Ore Reserves, Measured
is material to understanding the estimates of ore Resources outside those paddocks and all Indicated
reserves, in relation to each of the criteria in Section 1 Resources within the Area 1 and Area 3 pit designs
(sampling techniques and data), Section 2 (reporting were converted to Probable Ore Reserves.
of exploration results), and Section 3 (estimation and
The mining method selected and other mining
reporting of Mineral Resources) Section 4 estimation
assumptions, including mining recovery factors
and reporting of Ore Reserves of Table 1 of the JORC
and mining dilution factors
Code, refer to Appendix A of the ITAR.
Mining will be undertaken using conventional truck
Preliminary Feasibility Study, March and shovel operations with all production being
2021 (Area 1 and Area 3) above the water table.
The material assumptions and the outcomes from Pits were designed with batter angles of 40° with
the preliminary feasibility study or the feasibility berms located approximately every 10 vertical
study (as the case may be); if the economic metres. A 10m wide berm was placed at the
assumptions are commercially sensitive to the approximate upper contact of the ore zone with all
mining entity, an explanation of the methodology berms above that being 5m wide.
used to determine the assumptions rather than the
Mining recovery of 98% and dilution of 5% was
actual figure can be reported
applied to the optimisation and production schedule.
Life of mine average mining costs of $2.43/t for all
Full extraction of recoverable ore in the pit design is
mined material was calculated, including rehandling
planned, with the mined void to be backfilled with co
of stockpiled waste material. Overall processing
disposed process tailings and waste overburden to
costs for the Goschen Project were calculated to
return the mining area to its pre-mining land use.
be $4.21/t ore fed to the MUP. Up front capital costs
of $1.96/t.ore, sustaining capital costs of $0.12/t. The processing method selected and other
ore and $1.37/t.ore for product handling were processing assumptions, including the recovery
calculated to mine and process the stated Ore factors applied and the allowances made for
Reserve. Net revenue deducted 2.75% for state deleterious elements
royalties. Revenues were calculated based on long
term reference prices supplied by TZMI and Adamas
Intelligence as listed in the following table:

VHM Limited | Prospectus 165

Several processes will be used to generate six Material modifying factors, including the status
products. The selected processes are common of environmental approvals, mining tenements
within the mineral sands industry with a feed and approvals, other governmental factors, and
preparation plant (FPP), wet concentrator plant (WCP) infrastructure requirements for selected mining
and mineral separation plant (MSP). The MSP will methods and for transportation to market
consist of a rare earth float circuit, Wet High Intensity
The Reserve calculated for the PFS was
Magnet (WHIM) circuit, a non-magnetic upgrade
unconstrained except for a small area directly to
circuit and chrome float circuit. The overall recovery
the east of the Area 1 pit due to an existing dwelling
of the valuable heavy metals through the entire
and an area potentially sterilised by the early
process, and to products from which value can be
mining operations.
attributed are shown in the table below:
Environmental approvals have been sought in
Area 1 overall Area 3 overall relation to the DFS Ore Reserves and are in the
Mineral recovery recovery process of being evaluated, variations may be
required to the application to incorporate the
Zircon 84.6% 86.6%
larger PFS footprint. The Goschen Project is well
Rutile 43.7% 46.1% serviced by road, rail, power and water, infrastructure
upgrades may be required to develop the project
Leucoxene (HG) 31.3% 24.3%
area and to transport products to market.
Ilmenite 47.1% 45.5%
Definitive Feasibility Study, March
Monazite 86.1% 83.8%
2022 (Area 1 and Area 3)
Xenotime 78.8% 76.5% The material assumptions and the outcomes from
the preliminary feasibility study or the feasibility
study (as the case may be); if the economic
The basis of the cut-off grade(s) or quality
assumptions are commercially sensitive to the
parameters applied mining entity, an explanation of the methodology
A single cut-off grade (using THM or TVHM) was used to determine the assumptions rather than the
found to not accurately reflect the results obtained actual figure can be reported
through Whittle modelling. So, a block value
calculation was done to classify each block within Life of mine average mining costs of $2.78/t for all
the final pit designs as ore or waste. This involved mined material was calculated, including rehandling
three steps per block: calculating the revenue, of stockpiled waste material. Overall processing
calculating the processing cost, and so determining costs for the Goschen Project were calculated to
the cashflow. If block revenue was greater than be $13.27/t ore fed to the MUP, this included all
the processing cost, the block was treated as ore; power and water requirements for the Project.
otherwise, the block was treated as waste. Upfront capital costs of $4.07/t.ore, sustaining capital
costs of $2.36/t.ore, $1.20/t.ore G&A and $1.21/t.
Estimation methodology ore for product handling were calculated to mine
Pit designs were based on optimisation shells and process the stated Ore Reserve. Net revenue
generated using Geovia Whittle software. Exclusion deducted 2.75% for state royalties. Revenues were
zones around public infrastructure and areas of calculated based on reference prices supplied
vegetation were applied to determine mineable pits. by TZMI and Adamas Intelligence as listed in the
table below:

166 VHM Limited | Prospectus

 Unit 2022 2023 2024 2025 2026 2027 2028 2029 2030
Mixed Rare Earth Carbonate US$/kg 16.22 17.26 17.87 18.34 18.87 19.14 19.39 19.65 19.90
Zircon US$/t 1,877 2,042 1,897 1,722 1,580 1,528 1,529 1,529 1,512
Rutile US$/t 1,345 1,293 1,270 1,283 1,308 1,305 1,286 1,307 1,299
Leucoxene US$/t 249 267 275 278 272 275 277 280 282
Ilmenite US$/t 287 225 225 229 228 227 223 214 205

The criteria used for classification, including the The processing method selected and other
classification of the mineral resources on which processing assumptions, including the recovery
the ore reserves are based and the confidence in factors applied and the allowances made for
the modifying factors applied deleterious elements
All Measured Resources within the pit design were Several processes will be used to generate six
converted to Proven Ore Reserves, all Indicated products. The selected processes are common
Resources within the pit design were converted to within the mineral sands industry with a FPP,
Probable Ore Reserves. WCP and MSP. The MSP will consist of a rare earth
float circuit, WHIM circuit, a non-magnetic upgrade
The mining method selected and other mining
circuit, chrome float circuit and Hot Acid Leach
assumptions, including mining recovery factors and
(HAL) process.
mining dilution factors
The overall recovery of the valuable heavy metals
Mining will be undertaken using conventional truck
through the entire process, and to products from
and shovel operations with all production being
which value can be attributed are shown in the
above the water table.
table below:
Pits were designed with a batter angle of 40° applied
to the uppermost bench (in the topsoil/clayey-sand Mineral Overall mineral recovery
material), with a 6m wide berm created at the base of
Zircon 74.8%
the clayey material or 10m below surface, whichever
produces the lower berm level (i.e. a maximum Rutile 56.6%
depth of 10m). Beneath this berm, a single slope was
Leucoxene (HG) 26.7%
designed to the pit floor; the slope angle used for
this bench was either 34° in Area 1 East (overall pit Ilmenite 62.6%
depth generally <= 32m) and 32° in Area 1 West and
Area 3 (overall pit depth generally > 32m). Monazite 89.6%

The Resource model provided contained blocks Xenotime 80.2%

down to a minimum size of 12.5m x 12.5m x 0.2m,
this was regularised to mining SMU of 25m x 25m x
1m, this process generated a mining model inclusive
of mining recovery and dilution equivalent to
approximately 98% and 5% respectively.
Full extraction of recoverable ore in the pit design is
planned, with the mined void to be backfilled with co
disposed process tailings and waste overburden to
return the mining area to its pre-mining land use.

VHM Limited | Prospectus 167

The basis of the cut-off grade(s) or quality Material modifying factors, including the status
parameters applied of environmental approvals, mining tenements
and approvals, other governmental factors, and
A single cut-off grade (using THM or TVHM) was
infrastructure requirements for selected mining
found to not accurately reflect the results obtained
methods and for transportation to market
through Whittle modelling. So, a block value
calculation was done to classify each block within The Reserve calculated for the DFS was constrained
the final pit designs as ore or waste. This involved within paddocks over which VHM have current
three steps per block: calculating the revenue, access agreements in place. Environmental
calculating the processing cost, and so determining approvals have been sought and are in the process
the cashflow. If block revenue was greater than of being evaluated. The Goschen Project is well
the processing cost, the block was treated as ore; serviced by road, rail, power and water, infrastructure
otherwise, the block was treated as waste. upgrades may be required to develop the project
area and to transport products to market.
Estimation methodology
Pit designs were based on optimisation shells
generated using Geovia Whittle software. Exclusion
zones around public infrastructure and areas of
vegetation were applied to determine mineable pits.

168 VHM Limited | Prospectus

Annexure C
Solicitor's Tenement Report

14 October 2022

The Directors
VHM Limited
Suite 9, Level 2
389 Oxford Street
MT HAWTHORN WA 6016

Dear Directors

VHM Limited
Solicitor's Report – Mining Tenements

This report has been prepared for VHM Limited ACN 601 004 102 (Company) for inclusion
in the Company's prospectus (Prospectus) issued in connection with the Company's
application for the admission of the ordinary shares of the Company to the Official List of the
ASX.

1. Scope
We have been requested to report on:

(a) 8 granted exploration licences (prefixed 'EL');

(b) 1 granted retention license (prefixed 'RL'),

all of which are located in Victoria, (collectively the Tenements).

Key details of the Tenements are set out in Schedule 1 of this Report and must be
read in conjunction with this Report.

The purpose of this Report is to determine and identify, as at the date of the relevant
searches:

(a) the interests held by the Company in the Tenements;

(b) any third party interests, including encumbrances, in relation to the

Tenements;
Adelaide
(c) any material issues existing in respect of the Tenements; Brisbane
Canberra
(d) the good standing, or otherwise, of the Tenements; and Darwin
Hobart
(e) any concurrent interests in the land the subject of the Tenements, including Melbourne
other mining tenements, private land, pastoral leases, native title and Norwest
Aboriginal heritage. Perth
Sydney

ABN 37 246 549 189

Doc ID 929661733/v16

Level 20, 240 St Georges Terrace, Perth WA 6000 Australia Telephone +61 8 6559 6500
PO Box 7222, Cloisters Square WA 6850 Australia Facsimile 1300 704 211 (Australia) +61 2 8507 6580 (International)
hwlebsworth.com.au

VHM Limited | Prospectus 169

 This Report is limited to the matters contained within and, for example, does not
consider risks and issues (such as any additional approvals) that may arise in
relation to the development of a mining project on the Tenements and any
subsequent mining and processing of ore.

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

(a) (Native Title) We have reviewed the 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 NNTT for any native title claims (registered
or unregistered), native title determinations and Indigenous Land Use
Agreements that overlap or apply to the Tenements (NNTT Searches).
These searches were conducted on 12 October 2022.

(b) (Title Searches) We have reviewed the results of searches from GeoVic,
maintained by the Earth Resources branch of the Victorian Department of
Jobs, Precincts and Regions (Victorian Department). These searches
were conducted on 14 October 2022.

(c) (Material Contracts) We have examined the Material Contracts described in

Section 7 of the Prospectus. It is our opinion, based upon an examination of
the Material Contracts, that the description of them does not contain any
statement or matter that is false in a material particular or is materially
misleading in the form and context in which it appears.

3. Summary of key items and overview of risk factors

3.1 Tenements and Title

As at the date of this Report, the Company is the 100% registered holder of
EL006419, EL006664, EL006666, EL006769, EL007803, EL007807, EL007810,
EL007827 and RL006806.

EL006419, EL006664, EL006666, EL006769 were originally granted in the name of

VHM Exploration Pty Ltd, the former name of the Company.

3.2 Native title

The existence of native title determinations or claims over the area covered by the
Tenements, or a subsequent determination of native title over the area, will not
impact the rights or interests of the holder under the Tenements provided the
Tenements have been or will be validly granted in accordance with the Native Title
Act.

The grant of any future tenure to the Company over areas that are covered by
registered claims or determinations will likely require engagement with the relevant
claimants or native title holders (as relevant) in accordance with the Native Title Act.

Page 2

Doc ID 929661733/v16

170 VHM Limited | Prospectus

 For information on native title affecting the Tenements, please see section 5.9 for
details.

Our Searches also indicate that the Tenements are all subject to an ILUA. For
further information on those ILUAs, please see section 5.10 below.

3.3 Aboriginal Heritage

There is a risk that Aboriginal sites or places may exist on the land the subject of the
Tenements. The existence of such sites may preclude or limit mining activities in
certain areas of the Tenements or cause delays in the progression of the
development of a mine.

See section 6 below for further details.

3.4 Overlapping Tenure

Our Searches indicate that the Tenements overlap with land that is the subject of
other rights, including:

(a) parcels of private land (see section 7(a) for details);

(b) Crown Land which is restricted under the Victorian Mining Act (see section
7(b) for details); and

(c) Crown land that falls within the Box-Ironbark region of the state of Victoria
(see section 7(c) for details).

Any delays or costs in respect of conflicting third-party rights, obtaining necessary

consents, or compensation obligations, may adversely impact the Company's ability
to carry out exploration or mining activities within the affected areas.

3.5 Rehabilitation Bonds

In accordance with section 80 of the Victorian Mining Act, a licensee or an applicant

for an extractive industry work authority must enter into a rehabilitation bond for an
amount determined by the Minister prior to receiving approval for extractive works.
The Title Searches indicate that, in relation to the Tenements, the Company has
lodged 2 cash bonds, each in the amount $10,000, for EL006419 and RL006806.

4. Tenements
The following provides a description of the nature and key terms of the tenements
(including potential successor tenements) that may be granted under the Victorian
Mining Act which are relevant to the Tenements.

(a) Exploration Licences

(i) Rights

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 An exploration licence authorises the holder to carry out exploration
for the specified minerals to which it relates on the land covered by
the licence. It entitles the holder to:

(A) conduct geological, geochemical and geophysical surveys;

(B) conduct drilling;

(C) take samples for chemical or other analysis;

(D) extract minerals from the land, other than for the purpose of
producing them commercially; and

(E) undertake any other activity that is specified in the licence.

Before work other than low impact exploration can be undertaken,

the licensee must have an approved work plan, have entered into a
rehabilitation bond, have complied with any condition to provide an
environmental offset, obtained all necessary consents and other
authorities, obtained public liability insurance and given the required
period of notice of intention to commence work to the Chief Inspector
and to owners and occupiers of the affected land, as applicable.
Where the land is private land the licensee must have obtained
written consent of the owners and occupiers of the land or registered
a compensation agreement, as noted in further detail in section 7(a).

(ii) Application

A person may lodge an application for an exploration licence in

accordance with the Victorian Mining Act and the Minister
responsible for the Victorian Mining Act will determine whether to
grant the application. An application for an exploration licence
cannot be legally transferred and continues in the name of the
applicant.

The area of land in respect of which an exploration licence may be

granted must be contained in a single licence area and cannot be
less than one or more than 500 graticular sections, with a graticular
section being the 1,000 metre interval blocks based on the
Australian Geodetic Datum 1966, as shown on the National
Topographic Map Series published by the National Mapping Council.

(iii) Term

An exploration licence is current for the time specified in the licence

unless surrendered, cancelled earlier or as otherwise provided in the
Victorian Mining Act.

An exploration licence may be granted for a period of up to five

years from the date on which it is registered. An exploration licence
can be renewed twice, each for a period of up to five years (which
takes effect on the anniversary of the registration of the licence). The

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 renewal or, if the renewal is refused, the refusal to renew, has no
effect until the instrument of renewal or refusal to renew is
registered.

The Minister may renew an exploration licence for a first term of up

to five years. The Minister must refuse to renew if the applicant
does not satisfy the Minister that the applicant genuinely intends to
do work unless the Minister is satisfied that the licensee has
identified minerals in the land covered by the licence and that
additional time is required to assess the economic viability of mining
those minerals or it is not presently economically viable to mine
those minerals but it may become so in the future.

The Minister may only renew the licence for a second term if the
Minister considers there are exceptional circumstances to warrant
the second renewal, and is satisfied that there is a likelihood of the
licensee identifying minerals in the land covered by the licence
during the period of renewal.

The Minister may renew an exploration licence subject to any

conditions specified in the renewal, and grant a renewal for a smaller
area than as stipulated in the application for renewal.

(iv) Decrease in Area

The Minister must, unless her or she decides otherwise, cancel an

exploration licence in relation to at least 25%, 35%, 20% and 10% of
the total number of graticular sections covered by the licence on the
second, fourth, seventh and tenth anniversaries of the initial
registration of the exploration licence by 25%, 35%, 20% and 10%
respectively. The areas to be cancelled can be nominated, but is
otherwise determined by the Minister. See section 4(c) in relation to
a current determination of the Minister in relation to these
cancellation requirements.

In calculating the area to be cancelled, if the licensee holds two or

more exploration licences, at the Minister's discretion the combined
areas covered by the licences may be treated as a single area.

(v) Conditions

A standard condition of an exploration licence is the requirement to

expend in connection with the exploration of land a minimum amount
in every year of the term of the licence. An exploration licence may
also be granted subject to other conditions, including matters such
as:

(A) rehabilitation of the land;

(B) elimination and minimisation of the risks that the work may
pose to the environment, to any member of the public, or to
land, property or infrastructure in the vicinity of the work;
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 (C) protection of groundwater;

(D) providing and implementing environmental offsets on the

land or any other land;

(E) work undertaken under a licence;

(F) reporting the discovery of minerals;

(G) entering into a rehabilitation bond;

(H) payment of fees;

(I) payment of an environmental levy;

(J) access to and use of the land by the holder of another

licence that is limited to a particular stratum; and

(K) protection of community facilities.

A failure to comply with these conditions or any other conditions

associated with an exploration licence may lead to forfeiture of the
exploration licence. Schedule 1 of this Report describes specific
conditions attached to the Tenements.

The Minister may after consultation with the licensee, vary an

exploration licence or vary, suspend or revoke a condition of a
licence or add a new condition, at the request of the licensee, or if
the Minister decides it is necessary to eliminate or minimise the risk
that the work may pose to the environment, for the rehabilitation or
stabilisation of the land, or to ensure appropriate environmental
offsets are provided for, and other prescribed circumstances.

(vi) Rent

It is a condition of an exploration licence that the licensee pays

annual rent from the date of registration of the grant of the licence, in
accordance with the rate or method of assessment and at the times
prescribed. The current prescribed rate of rent is 6·9 fee units per
10 graticules or part thereof of the land covered by the licence as at
30 June of that year. The fee unit for the 2021/2022 financial year is
$15.03 such that the rent payable for an exploration licence is
currently $103.707 per 10 graticules.

Rent is required to be paid within 28 days after 30 June each year.

The Minister may extend the period for payment of rent in prescribed
circumstances. A failure to pay rent may result in licence
cancellation processes being implemented.

(vii) Priority for mining lease

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 The holder of an exploration licence has priority to apply for a mining
lease over any of the land the subject of the exploration licence.

(viii) Transfer

No legal or equitable interest in an exploration licence can be

transferred or otherwise dealt with during the first year of its term.
After the first year of its term, the licence may only be transferred by
an instrument approved by the Minister.

An application for an exploration licence is not transferrable.

Refer to Schedule 2 and Schedule 3 for the conditions attaching to the

Company's exploration licences.

(b) Retention Licence

(i) Application

Prior to the application for (or renewal of) a retention licence, a

mineral resource needs to be identified over the subject land. The
applicant must describe the mineral resource in accordance with
guidelines issued by the Minister.

If the mineral resource so described is not being mined from the land
that will be covered by the retention licence, the applicant must
submit a mineralisation report prepared by a competent person,
which demonstrates a mineral resource and a program of work.

(ii) Rights

The holder of a retention licence is entitled:

(A) to retain rights to a mineral resource in the land covered by

the licence:

(1) that is not economically viable to mine but may

become economically viable to mine in the future; or

(2) for the purpose of sustaining the operations of an

existing mine; and

(B) to explore and carry out other work to establish the

economic viability of mining a mineral resource in the land
covered by the licence.

The holder of a retention licence is also entitled to apply for a mining

licence in respect of the land covered by the licence or give consent
to another person to apply for a mining licence in respect of the land
covered by the licence.

(iii) Term and renewal

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 A retention licence is current for the time specified in the licence, not
exceeding 10 years from the date on which it is registered and may
be renewed twice for up to 10 years, subject to the following
requirements being satisfied.

The Minister can only renew a retention licence if the Minister is

satisfied that the mining of a mineral resource would be
economically viable in the future. The retention licence can only be
renewed for a second renewal if the licensee has also demonstrated
that there are exceptional circumstances to warrant the second
renewal. A renewal will have effect on the anniversary of the
registration under the Victorian Mining Act of the initial licence, and
the renewal may be subject to conditions, or may cover a smaller
area than that covered by the application for renewal.

(iv) Area

The area of the land subject to a retention licence is the area the
Minister determines as the area that may be required for the purpose
of mining a mineral resource in the future and is described in the
grant document.

(v) Transfer

A retention licence may only be transferred with the Minister's

approval.

(vi) Rent

The holder of a retention licence must pay rent from the date of
registration of the grant of the licence. Rent must be paid within 28
days of 30 June each year. The Minister may extend the period for
payment of rent in prescribed circumstances. The current
prescribed rate of rent is 2.4 fee units per 10 hectares or part thereof
of the land covered by the licence as at 30 June of that year. The
fee unit for the 2021/2022 financial year is $15.03 such that the rent
payable for an retention licence is currently $36.072 per 10
graticules.

Refer to Schedule 4 for the conditions of RL006806.

(c) Temporary COVID-19 Relief

The Minister has endorsed a temporary waiver of partial cancellation

requirements outlined in section 4(a)(iv) for exploration licences between 1
March 2022 to 31 March 2023 (Relief).

The following Tenements have registration anniversaries that fall within the
period of the Relief as set out below.

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 Tenement Grant Date Anniversary Partial
Cancellation
Requirement

EL006419 18 May 2018 Fourth 35%

EL006664 18 June 2018 Fourth 35%

EL006666 18 June 2018 Fourth 35%

EL006769 27 August 2018 Fourth 35%

As a consequence of the Relief, subject to the Company being up-to-date

with its annual return submissions and rent payments, 35% of the areas of
the above exploration licences will not be cancelled by the Minister on the
anniversary dates unless the Company requests otherwise.

Following the Relief period, and unless further relief is granted by the
Minister, all Tenements will again be subject to partial cancellation in
accordance with the Victorian Mining Act. For example, unless further relief
is granted by the Minister, exploration licence EL006419 will be subject to
partial cancellation of 20% of its area on the seventh anniversary of its
registration, being 18 May 2025.

The Relief does not apply to the Tenements not listed in the table above.

5. Native title
5.1 General

(a) On 3 June 1992, the High Court of Australia held in Mabo v. Queensland
(No. 2) (1992) 175 CLR 1 that the common law of Australia recognises a
form of native title. The Native Title Act came into effect on 1 January 1994,
largely in response to the decision in Mabo v. Queensland (No. 2) (1992)
175 CLR 1.

(b) The law in Australia recognises that Aboriginal people may hold native title
rights and interests in respect of their land. Native title exists where
Aboriginal people have maintained a traditional connection to their land and
waters, provided it has not been extinguished.

(c) The grant of a mining tenement also creates rights in respect of land. Those
mining tenement rights may affect (ie be inconsistent with) certain native title
rights and interests. As a general statement, those mining tenement rights
will be invalid as against any native title rights, unless made valid by certain
procedures in the Native Title Act.

5.2 Native title claims

(a) The Native Title Act sets out a process by which Aboriginal people may seek
a determination by the Federal Court that they hold native title rights and
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 interests. Whilst the Federal Court is assessing the claimed native title rights
and interests, a Registrar of the NNTT will assess whether the native title
claim meets certain registration requirements set out in the Native Title Act,
and if so, the native title claim will be entered on the Register of Native Title
Claims (RNTC). If the Federal Court determines that the claimed native
rights and interests exist, details of the determined native title claim (and the
determined native title rights held) are then entered on the National Native
Title Register (NNTR).

(b) If a claim for native title is entered on the RNTC, or a determined claim is
entered on the NNTR, the Native Title Act provides the claimants / holders
with certain rights, including procedural rights where a 'future act' is
proposed. An example of a 'future act' is the grant of a mining tenement.

(c) The Native Title Act sets out when 'acts' will be 'valid' in the event they affect
(ie are inconsistent with) native title, however, this process need only apply
where native title exists (a determined native title claim entered on the
NNTR) or is claimed to exist (a native title claim entered on the RNTC). The
'acts' can be a proposed activity or development on land and waters. A
common example is the proposed grants of mining tenements.

5.3 'Past Acts' (ie grants of mining tenements): Prior to 1 January 1994

The Native Title Act permits, and all States and Territories of Australia have passed,
legislation validating certain 'acts' which were done before 1 January 1994. In
Victoria, that legislation is the Land Titles Validation Act 1994 (Vic). Both legislation
provides that all 'acts' (eg grants of mining tenements) prior to 1 January 1994 are
valid to the extent they affect native title.

5.4 'Future Acts' (ie proposed grants of mining tenements): After 1 January 1994

(a) Generally, a 'future act' is an 'act' (eg grant of mining tenement) occurring
after 1 January 1994 which affects native title.

(b) The Native Title Act sets out the circumstances in which, and procedures by
which, 'future acts' will be valid should that 'act' affect native title.

(c) Such circumstances include if the 'act' was done in certain circumstances
between 1 January 1994 and 23 December 1996 (called 'Intermediate
Period Acts'), or if the 'act' is permitted by an Indigenous Land Use
Agreement (ILUA), or if certain procedures are to be followed where a claim
for native title is entered on the RNTC, or a determined claim is entered on
the NNTR. Such procedures include the 'Right to Negotiate Procedure' and
the 'Expedited Procedure'. The key elements of these processes are outlined
below.

5.5 Right to Negotiate Procedure

(a) Under the Right to Negotiate Procedure the native title party whose details
are registered on the RNTC or NNTR, the applicant for the mining tenement
and the relevant State or Territory (collectively, the Negotiation Parties) are

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 required to negotiate in good faith with a view to the native title party
agreeing to the proposed future act.

(b) The scope of the negotiations includes any matters relating to the effect of
the grant of the future act on the claimed or determined native title rights and
interest. Where the future act is the proposed grant of an exploration or
prospecting licence, usually an agreement is reached which aims to protect
Aboriginal heritage. This is because exploration licences confer only limited
rights to the registered holder of the licence, conferring rights to conduct
exploration and disturb the land for that purpose.

(c) Where the future act is the proposed grant of a mining lease, the
negotiations and resulting agreement are usually more complex, as the
nature of rights granted for a mining lease contemplates substantial ground
disturbance over a portion of the area granted. Such an agreement may
address employment and training, environmental rehabilitation, Aboriginal
heritage protection, cultural awareness and the payment of compensation.

(d) If the Negotiation Parties negotiate in good faith but cannot reach agreement
as to the doing of the future act, then provided at least 6 months have
elapsed since the S29 Notice, any party (in most cases the applicant for the
mining tenement) may apply to the NNTT for a determination as to whether
the future act may be done, and if so, on what conditions.

5.6 Expedited Procedure

Where the grant of a tenement is unlikely to directly interfere with community or

social activities or areas or sites of particular significance, or involve major
disturbance to land or waters, the Native Title Act permits the State to follow an
expedited procedure for the grant of a tenement. The State applies the expedited
procedure to the grant of exploration and prospecting tenements. Registered native
title parties can lodge an objection to the use of the expedited procedure within the
period of 4 months following the issue of the Section 29 Notice by the State
(Objection Period). If no objections are lodged or if the objections are withdrawn,
the State may grant the tenement at the expiry of the Objection Period without
undertaking a negotiation process. If an objection is lodged, the NNTT must
determine whether the grant of the tenement is an act attracting the expedited
procedure. If the NNTT determines the expedited procedure does not apply, the
parties must follow the right to negotiate procedure or enter into an indigenous land
use agreement. If an agreement is not reached within 6 months from the notification
day, any party may refer the matter to the NNTT for determination by arbitration.

5.7 Compensation

In certain circumstances holders of native title (a determined native title claim that is
registered on the NNTR) may be entitled to apply under the Native Title Act to the
Federal Court for compensation for any effect on their native title. The Victorian
Mining Act provides that holders of mining tenements are liable for such
compensation where awarded by reason of their mining tenements having affected
native title. Consequently, if it has been, or is in the future, determined that native
title exists over any of the land the subject of a mining tenement (or granted future
act) and the holders of the native title apply to the Federal Court for compensation,
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 the holder of the tenement may be liable and directed to pay any compensation
determined.

5.8 Victorian Traditional Owner Settlement legislation

In 2010, the Victorian Government introduced an alternative settlement framework to

the claims system under the Native Title Act with the enactment of the Traditional
Owner Settlement Act 2010 (Vic) (TOS Act).

The TOS Act provides for an out-of-court settlement of native title, and sets out a
framework for agreements between Victorian traditional owners and the State of
Victoria to:

(a) recognise traditional owners' relationship to land;

(b) provide traditional owners' with certain rights on Crown land; and

(c) resolve issues which may otherwise be dealt with through native title claims.

Under the TOS Act a 'settlement' may include:

(d) an overarching Recognition and Settlement Agreement – that recognises the

named traditional owner group and their traditional owner rights over certain
public land;

(e) a Land Agreement – that provides for land transfers for economic or cultural
purposes and grants of Aboriginal title to parks and reserves;

(f) a Land Use Activity Agreement (LUAA) – that provides procedures for future
use of public land that take account of traditional owner rights and interests;

(g) a Natural Resource Agreement – that enables access and use of natural
resources and traditional owner group participation in natural resource
management

(h) a Funding Agreement, regarding a payment into the 'Victorian Traditional

Owners Trust' and payments for economic development and other purposes

(i) an ILUA which binds all native title holders and validates future acts, which
must be registered under the Native Title Act;

(j) a Traditional Owner Land Management Agreement that facilitates joint

management of certain parks and reserves.

In return for entering into a settlement, traditional owners must agree to withdraw
any native title and compensation applications under the Native Title Act. A LUAA
must be accompanied by an ILUA which provides for the ‘contracting out’ of Native
Title Act processes.

All of the Tenements other than RL006806 have been granted subject to a condition
requiring compliance with any conditions specified in a LUAA under the TOS Act.

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5.9 Native title claims and determinations affecting the Tenements

Our searches indicate that the area of each Tenements overlaps native title
determinations and applications as follows:

Tenement (% Group Type NNTT Number

affected)

EL006419 (100.00%) Wamba Wemba Applications (Schedule) VC2021/001

EL006664 (79.35%) Wamba Wemba Applications (Schedule) VC2021/001

EL006666 (100.00%) Wamba Wemba Applications (Schedule) VC2021/001

EL006769 (4.16%) Wamba Wemba Applications (Schedule) VC2021/001

EL007803 (87.57%) Wamba Wemba Applications (Schedule) VC2021/001

EL007807 (12.34%) Wamba Wemba Applications (Schedule) VC2021/001

EL007827 (6.58%) Wotjobaluk, Determinations VCD2005/001

Jaadwa,
Jadawadjali,
Wergaia and
Jupagulk Peoples
No. 1

RL006806 (100%) Wamba Wemba Applications (Schedule) VC2021/001

The existence of any native title claims over the area covered by the Tenements, or
a subsequent determination of native title over the area, will not impact the rights
and interests of the holder under the Tenements provided they have been validly
granted.

However, the grant of any future tenure over areas that are covered by a registered
claim or a positive determination of native title will require engagement with the
relevant claimants or native title holders (as relevant) in accordance with the Native
Title Act.

Pursuant to the Native Title Act, a native title claim application cannot be determined
for an area over which there is already an approved determination of native title.
However, in very limited circumstances, an application may be made to vary or
revoke an approved determination of native title determination over an area, but only
the relevant RNTBC, the Commonwealth Minister, the relevant State or Territory
Minister or the Native Title Registrar can make a revised native title determination
application. Whilst a number of approved determinations of native title have been
revised on applications made by the relevant RNTBCs, to date, no approved
determination of native title is yet to be revoked.

5.10 Indigenous Land Use Agreements

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 An Indigenous Land Use Agreement (ILUA) is an agreement which has been
authorised by the NTC group and has been registered with the NNTT. An ILUA binds
the parties to the ILUA and also all persons holding native title to the relevant area
that may not be a party. If an ILUA provides that any particular mining tenement(s)
may be granted, then the relevant mining tenement(s) may be granted as provided
for by the ILUA, generally without following other procedures, including the Right to
Negotiate Procedure or the Expedited Procedure.

Our searches indicate that the area of each granted Tenement overlaps areas the
subject of ILUAs as follows:

Tenement (% ILUA ILUA Type and NNTT File

affected) Subject Matters Number

EL006419 (100.00%) Low Impact Area Agreement - VI2004/010

Exploration and mining and exploration
Exploration - Wamba
Wamba, Barapa
Barapa, & Wadi Wadi
Peoples

EL006419 (100.00%) NGMA Regional Area Agreement - VI2011/001

Mining/ Exploration exploration and mining
ILUA

EL006664 (100.00%) Low Impact Area Agreement - VI2004/010

Exploration and mining and exploration
Exploration - Wamba
Wamba, Barapa
Barapa, & Wadi Wadi
Peoples

EL006664 (100.00%) NGMA Regional Area Agreement - VI2011/001

Mining/ Exploration exploration and mining
ILUA

EL006666 (100.00%) Low Impact Area Agreement - VI2004/010

Exploration and mining and exploration
Exploration - Wamba
Wamba, Barapa
Barapa, & Wadi Wadi
Peoples

EL006666 (100.00%) NGMA Regional Area Agreement - VI2011/001

Mining/ Exploration exploration and mining
ILUA

EL006769 (71.51%) Low Impact Area Agreement - VI2004/010

Exploration and mining and exploration
Exploration - Wamba
Wamba, Barapa

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 Tenement (% ILUA ILUA Type and NNTT File
affected) Subject Matters Number

Barapa, & Wadi Wadi

Peoples

EL006769 (30.89%) NGMA Regional Area Agreement - VI2011/001

Mining/ Exploration exploration and mining
ILUA

EL007803 (100.00%) Low Impact Area Agreement - VI2004/010

Exploration and mining and exploration
Exploration - Wamba
Wamba, Barapa
Barapa, & Wadi Wadi
Peoples

EL007803 (100.00%) NGMA Regional Area Agreement - VI2011/001

Mining/ Exploration exploration and mining
ILUA

EL007807 (100.00%) Low Impact Area Agreement - VI2004/010

Exploration and mining and exploration
Exploration - Wamba
Wamba, Barapa
Barapa, & Wadi Wadi
Peoples

EL007807 (100.00%) NGMA Regional Area Agreement - VI2011/001

Mining/ Exploration exploration and mining
ILUA

EL007810 (71.99%) Low Impact Area Agreement - VI2004/010

Exploration and mining and exploration
Exploration - Wamba
Wamba, Barapa
Barapa, & Wadi Wadi
Peoples

EL007827 (62.17%) Wotjobaluk, Jaadwa, Area Agreement co- VI2004/008

Jadawadjali, Wergaia management and
and Jupagulk consultation protocol,
extinguishment

RL006806 (100%) Low Impact Area Agreement - VI2004/010

Exploration and mining and exploration
Exploration - Wamba
Wamba, Barapa
Barapa, & Wadi Wadi
Peoples

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 Tenement (% ILUA ILUA Type and NNTT File
affected) Subject Matters Number

RL006806 (100%) NGMA Regional Area Agreement - VI2011/001

Mining/ Exploration exploration and mining
ILUA

5.11 Validity of Tenements

With respect to the Tenements, we have assumed that, prior to grant, the Victorian
Department were satisfied that the Native Title Act had been complied with. Provided
that the Tenements are validly granted in accordance with the Native Title Act, they
will be valid as against native title rights and interests.

6. Aboriginal heritage
6.1 General

Aboriginal heritage is protected by both Commonwealth legislation as well as

legislation in each State and Territory of Australia.

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.

6.2 Commonwealth Legislation

The Commonwealth Heritage Act is aimed at the preservation and protection of any
Aboriginal 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.

It is an offence to contravene a declaration made under the Commonwealth Heritage

Act.

6.3 Victorian Legislation

The legislation governing Aboriginal heritage in Victoria is the Aboriginal Heritage

Act 2006 (Vic) (Victoria Heritage Act).

The Victoria Heritage Act makes it an offence to do an act which harms Aboriginal
places, Aboriginal objects and Aboriginal ancestral remains and provides protection
and management for Aboriginal cultural heritage.

Certain activities, such as large developments and other high impact activities in
culturally sensitive landscapes may require that a Cultural Heritage Management

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 Plan be prepared (which in some areas, is required by law) or that the person or
company undertaking the activity obtains a cultural heritage permit.

A Cultural Heritage Management Plan is usually in the form of a written report

prepared by a Heritage Advisor. It includes results of an assessment of the potential
impact of the proposed activity on Aboriginal cultural heritage and outlines measures
to be taken before, during and after an activity in order to manage and protect
Aboriginal cultural heritage in the activity area.

A cultural heritage permit is required for the following activities:

(a) disturbing or excavating land to uncover or discover Aboriginal cultural

heritage;

(b) rehabilitating land at an Aboriginal place;

(c) carrying out research on an Aboriginal place; and

(d) carrying out activities that will, or are likely to, harm Aboriginal cultural
heritage.

7. Land access
(a) Private Land

The Tenements overlap with several parcels of private land.

Prior to commencing any work on an exploration licence which affects

private land, under the Victorian Mining Act, the holder will need to either:

(i) obtain the written consent of the owners and occupiers of the
affected land; or

(ii) enter into and register compensation agreements with the owners
and occupiers; or

(iii) have been advised in writing of the determination made in respect to

the compensation payable, where the amount of compensation
payable to the owner and occupier has been determined under the
Victorian Mining Act.

The Victorian Mining Act provides that where a mining tenement overlaps
private land, the tenement holder and the owner or occupier of the land may
enter into a written agreement as to the amount or kind of compensation
payable to the owner or occupier for any loss or damage that has been or
will be sustained as a direct, natural and reasonable consequence of the
approval of the work plan or the doing of work under the mining tenement.

The tenement holder must lodge any agreement entered in with the mining
registrar for registration.

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 As at the date of this Report, the GeoVic register maintained by the Victorian
Department shows the Company has registered 15 compensation
agreements with affected landholders (Compensation Access
Agreements) with respect to tenements EL006419, EL006666 and
EL006769.

(b) Restricted Crown land

The Tenement grant documents indicate that certain Tenements overlap

Crown land which is restricted pursuant to Schedule 3 of the Victorian
Mining Act, although, formal searches to determine the extent and
percentage of these overlaps have not been conducted.

Land that is classified as 'restricted' Crown land includes land reserved

under the Crown Land (Reserves) Act 1978 (Vic), for purposes such as

(i) regional, coastal or marine parks;

(ii) wildlife reserves, wildlife areas, flora or flora and fauna reserves;

(iii) general reserves (including bushland reserves, scenic reserves,

cave reserves, geological reserves, coastal reserves or natural
features); and

(iv) national heritage parks.

The Consent of the Crown land Minister is required prior to undertaking any
work on the area of a mining tenement which overlaps restricted Crown land

Conditions related to monitoring and auditing, may also be set as part of the
consent requirements for work on restricted Crown land. These conditions
often require pre-work surveys for cultural sites and artefacts, pre and post-
work flora and fauna surveys, and in some cases, during-work observations
for significant flora and fauna.

(c) Box-Ironbark Region

The Tenements have all been granted with certain conditions in respect to
activities proposed in the Box-Ironbark region. Formal searches to determine
the extent and percentage of these overlaps have not been conducted.

The Box-Ironbark region contains Victoria's most significant gold

mineralisation and contains areas that are of high nature conservation and
cultural heritage value. As the region has been extensively cleared and the
remaining ecosystem contains a large number of threatened species, certain
conditions are imposed on mining tenements granted in this region to afford
protection to native vegetation, faunal habitats and Aboriginal cultural
heritage.

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 (d) Commonwealth Land

The Commonwealth Government holds parcels of land in all Australian

states and territories. The rights associated with Commonwealth land could
adversely impact the use of a tenement. However, the Title Searches
indicate that there are no parcels of land marked as Commonwealth land
within the Tenements.

8. Material Contracts
For a summary of the Demerger Asset Sale Agreement please refer to section 7.1 of
the Prospectus.

For a summary of the Land Access Agreements in relation to the Tenements, please
refer to sections 7.3 of the Prospectus.

9. Definitions
In this Report:

ASX means the ASX Limited (ABN 98 008 624 691).

Commonwealth Heritage Act means the Aboriginal and Torres Strait Islander
Heritage Protection Act 1984 (Cth).

Company means VHM Limited ACN 601 004 102.

Compensation Access Agreements has the meaning given in section 7(a).

Expedited Procedure means the procedure described in section 5.6.

Federal Court means the Federal Court of Australia.

ILUA has the meaning given in section 5.4(c).

LUAA means Land Use Activity Agreement.

LUAA Conditions means the conditions contained in Schedule 4 of the LUAAs.

Material Contracts means any agreements summarised in section 8.

Minister means the responsible Minister of the Crown for the time being
administering the Victorian Mining Act.

Native Title Act means the Native Title Act 1993 (Cth).

Negotiation Parties has the meaning given in section 5.5(a).

NNTR has the meaning given in section 5.2(a).

NNTT means the Australian National Native Title Tribunal.

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VHM Limited | Prospectus 187

 NNTT Searches has the meaning given in section 2(a).

Prospectus has the meaning given in the opening section of this Report.

Report means this document, including any schedule or annexure to this Report.

RNTBC means a registered native title body corporate as defined in the Native Title
Act.

RNTC has the meaning given in section 5.2(a).

Searches means the searches referred to in section 2.

Tenements means the tenements set out in Schedule 1 and Tenement means any
one of them.

TOS Act means the Traditional Owner Settlement Act 2010 (Vic).

Victoria Heritage Act means the Aboriginal Heritage Act 2006 (Vic).

Victorian Department means the Earth Resources branch of the Victorian

Department of Jobs, Precincts and Regions.

Victorian Mining Act means the Mineral Resources (Sustainable Development) Act
1990 (Vic).

10. Qualifications and assumptions

10.1 General

This is a high level report covering material legal issues affecting the Tenements and
does not purport to cover all possible issues which may affect the Tenements. This
Report is given only as to, and based on, circumstances and matters of fact existing
and known to us on the date of this Report.

10.2 Assumptions

This Report is based on, and subject to, the following assumptions (in addition to any
assumptions expressed elsewhere in this Report):

(a) any instructions, documents and information given by the Company or any of
its officers, agents or representatives are accurate and complete;

(b) that the registered holder of a Tenement has valid legal title to the
Tenement;

(c) unless apparent from the Searches or the information provided to us, we
have assumed compliance with the requirements necessary to maintain
each Tenement in good standing;

(d) where a Tenement has been granted, the future act provisions of the Native
Title Act have been complied with;

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 (e) all information obtained from the Victorian Department, the NNTT and any
other governmental or regulatory department referred to in this Report is
accurate and complete;

(f) the Company has complied with the terms and conditions of the relevant
legislation and any applicable agreements;

(g) this Report does not cover any third party interests, including encumbrances,
in relation to the Tenements that are not apparent from the Searches and
the information provided to us;

(h) all facts stated in documents, and responses to requests for further
information, and other material on which we have relied in this Report are
and continue to be correct, and no relevant matter has been misstated or
withheld from us (whether deliberately or inadvertently);

(i) that there are no other documents or materials other than those which were
disclosed to us and which we were instructed to review, which related to the
matters examined;

(j) the Material Contracts have been duly executed and the copies of the
Material Contracts made available to us are accurate, complete and conform
to the originals of the Material Contracts and there have been no material
breaches of the Material Contracts.

10.3 Qualifications

This Report is subject to the following qualifications:

(a) Native title or Aboriginal heritage sites may exist in the areas covered by the
Tenements. Whilst we have conducted searches to ascertain what native
title determinations and claims have been registered over these areas, we
have not undertaken the considerable legal, historical, anthropological and
ethnographic research which would be necessary to determine if additional
claims are likely, or to form an opinion as to whether the existing or any
future claims for native title will succeed and, if so, what the implications
would be for the Tenements or the Company;

(b) the information in Schedule 1, Schedule 2, Schedule 3 and Schedule 4 is

accurate as at the date of the relevant Searches. We do not comment on
whether any changes have occurred in respect of the Tenements between
the date of the Searches and the date of this Report;

(c) this Report is based only upon the information and materials which are
described in this Report. There may be additional information and materials
(of which we are unaware) which contradict or qualify that which we have
described;

(d) a recording in the mining tenement register of a person's holding in a mining

tenement is not absolute proof of that person's entitlement to the tenement.
The mining tenement system is not based on a system of indefeasibility by
registration;
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 (e) a registered mining tenement holder's entitlement to a tenement can be
defective if there were procedural defects in the original grant of a tenement
or if there are any subsequent dealings with a tenement. We are unable to
confirm whether there are any such defects in the Tenements disclosed in
this Report without a detailed review of the register for each Tenement and
other matters;

(f) this Report relates only to the laws of Victoria and the Commonwealth of
Australia in force at the date of this Report and we do not express or imply
any opinion as to the laws at any other time or of any other jurisdiction;

(g) in the performance of our enquiries for this Report, we have acted on the
Company's written and oral instructions as to the manner and extent of
enquiries to be conducted;

(h) this Report is strictly limited to the matters it deals with and does not extend
by implication or otherwise to any other matter;

(i) we have relied upon information provided by third parties, including various
departments, in response to searches made, or caused to be made, and
enquiries by us and have relied upon that information, including the results
of Searches, being accurate, current and complete as at the date of its
receipt by us;

(j) references in the Schedules are taken from details shown on the Searches
we have obtained from the relevant departments referred to in section 2
above. We have not undertaken independent surveys of the land the subject
of the Tenements to verify the accuracy of the Tenement areas or the areas
of the relevant native title claims;

(k) where compliance with the terms and conditions of the Tenements and all
applicable provisions of the mining legislation and regulations in Victoria and
all other relevant legislation and regulations, or a possible claim in relation to
the Tenements is not disclosed on the face of the searches referred to
above, we express no opinion as to such compliance or claim;

(l) where Ministerial consent is required, 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 matters which would cause consent to be
refused;

(m) we have not conduced searches of the Database of Contaminated Sites

maintained by the Western Department of Water and Environmental
Regulation or the Contaminated Land Record maintained by the Victorian
Environment Protection Authority;

(n) native title may exist in the areas covered by the Tenements. Whilst we have
conducted searches to ascertain what native title claims, 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.

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 Further the Native Title Act contains no sunset provisions and it is possible
that additional native title claims could be made in the future; and

(o) Aboriginal heritage sites, sacred sites or objects (as defined in the Victoria
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 relevant Register or is the subject of a declaration
under the Commonwealth Heritage Act. We have not conducted any legal,
historical, anthropological or ethnographic research regarding the existence
or likely existence of any such Aboriginal heritage sites, sacred sites or
objects within the area of the Tenements.

10.4 Disclaimer

HWL Ebsworth Lawyers has prepared this Report for the purposes of the Prospectus
only, and 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 sincerely

HWL Ebsworth Lawyers

+61 8 6559 6513

bdavies@hwle.com.au

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VHM Limited | Prospectus 191

192
Schedule 1 Tenement Summary

Tenement Registered Applied Current Application Grant date Expiry Annual Expenditure commitment Material
Holder Area Area Date date Reporting Date for licence term as per dealings
licence instrument

VHM Limited | Prospectus

EL006419 VHM Limited 443 GRS 443 GRS 30 May 2017 18 May 17 May 30 June First year: $48,225 Nil
2018 2023
Second year: $68,160

Third year: $68,160

Fourth year: $91,787

(Current Year)

Fifth year: $147,900

EL006664 VHM Limited 1,106 618 GRS 25 January 18 June 17 June 30 June First year: $97,950 Nil
GRS 2018 2018 2023
Second year: $133,560

Third year: $90,600

Fourth year: $126,240

(Current Year)

Fifth year: $200,400

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 Tenement Registered Applied Current Application Grant date Expiry Annual Expenditure commitment Material
Holder Area Area Date date Reporting Date for licence term as per dealings
licence instrument

EL006666 VHM Limited 561 GRS 447 GRS 25 January 18 June 17 June 30 June First year: $57,075 Nil
2018 2018 2023
Second year: $82,320

Third year: $78,900

Fourth year: $89,500

(Current Year)

Fifth year: $149,100

EL006769 VHM Limited 1,767 1,041 4 June 2018 27 August 26 August 30 June First year: $147,525 Nil
GRS GRS 2018 2023
Second year: $155,707

Third year: $155,810

Fourth year: $202,380

(Current Year)

Fifth year: $327,300

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193
194
Tenement Registered Applied Current Application Grant date Expiry Annual Expenditure commitment Material
Holder Area Area Date date Reporting Date for licence term as per dealings
licence instrument

EL007807 VHM Ltd 421 GRS 421 GRS 12 November 15 August 14 August 30 June First year: $78,150 Nil
2021 2022 2027
Second year: $99,200

VHM Limited | Prospectus

Third year: $99,200

Fourth year: $99,200

Fifth year: 141,300

EL007827 VHM Ltd 335 GRS 335 GRS 16 February 15 August 14 August 30 June First year: $65,250 Nil
2022 2022 2027
Second year: $82,000

Third year: $82,000

Fourth year: $82,000

Fifth year: 115,500

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 Tenement Registered Applied Current Application Grant date Expiry Annual Expenditure commitment Material
Holder Area Area Date date Reporting Date for licence term as per dealings
licence instrument

EL007810 VHM Ltd 424 GRS 424 GRS 12 November 15 14 30 June First year: 78,600 Nil
2021 September September
Second year: 99,800
2022 2027
Third year: 99,800

Fourth year: 99,800

Fifth year: 142,200

EL007803 VHM Ltd 609 GRS 609 GRS 6 January 11 October 10 October 30 June First year: 106,350 Nil
2022 2022 2027
Second year: 136,800

Third year: 136,800

Fourth year: 136,800

Fifth year: 197,700

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195
196
Tenement Registered Applied Current Application Grant date Expiry Annual Expenditure commitment Material
Holder Area Area Date date Reporting Date for licence term as per dealings
licence instrument

RL006806 VHM Limited 31,141 HA 31,141 HA 17 June 2019 10 January 9 January 30 June First year: $2,430,000 Nil
2020 2027
Second year: $2,130,000

VHM Limited | Prospectus

Third year: $1,520,000
(Current Year)

Fourth year: $1,520,000

Fifth year: $465,000

Sixth year: $465,000

Seventh year: $465,000

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 Schedule 2 EL006419, EL006664, EL006666 and EL006769 Licence Conditions

EL006419, EL006664, EL006666 and EL006769 are each subject to the following conditions set out in the exploration licence itself and the Schedule
of Conditions attached to the exploration licence.

Conditions in Licence

1. Only low impact exploration work may be undertaken in the licensed area until the licensee has an approved work plan.

2. Activities on the licensed area must be limited to those specified in the Act and the licence.

3. The licensee must expend in connection with exploration of the land the minimum amounts as set out in Schedule 1, unless this requirement is
varied, or application of this requirement is suspended for a specified period, in accordance with the Act. The required expenditure may be
varied on the second and fourth anniversaries (as applicable) of the licence grant if the area of the licence is decreased in accordance with
section 38A of the Act.

4. The licensee must report immediately in writing to the Department Head the discovery of minerals potentially capable of production in
commercial quantities.

5. The reporting date is 30 June annually.

6. The licensee must pay rent from the date of registration of the licence.

7. The licensee must comply with any conditions specified in a land use activity agreement under section 31(3) of the Traditional Owner
Settlement Act 2010 that were accepted by the applicant for the licence.

Conditions in Schedule of Conditions

1. (General Conditions) The program of work submitted with the licence application must be completed, in accordance with any schedule included
in that program of work. The program of work, including scheduling, may only be varied with the agreement of the Minister. This does not apply if

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197
198
the variation only involves work which is additional to that described in the program of work. During the term of the licence, the Minister may
request updated details of the proposed program of work to be provided by a specified date. The licensee must comply with any such request.

2. (Administrative Arrangements) The licensee must ensure that the relevant Earth Resources Regulation (ERR) Regional Manager is at all times
aware of the appropriate contact person for activities conducted under an exploration licence. Where work is approved by an area work plan, the
licensee must submit a written work schedule for any program of work. The work schedule must be submitted to the relevant ERR Regional
Manager and the Crown land Manager (for work on Crown land) at least twenty-one (21) days prior to the commencement of work. The licensee
must comply with any request by the relevant ERR Regional Manager to defer, cease or modify the proposed works. Prior to commencing ground

VHM Limited | Prospectus

intrusive work or work involving the removal or damaging of native vegetation under the definition of low impact exploration the licensee must
submit a rehabilitation bond to the satisfaction of the Minister. Where ground intrusive work or work involving the removal or damaging of native
vegetation is carried out under the definition of low impact exploration the licensee must notify the Crown land manager (for works on Crown land)
and the relevant ERR Regional Manager at least 7 days prior to the commencement of work. Notification must include:

(a) Start date, and

(b) Proposed ground intrusive work, and/or

(c) Proposed removal or damaging of native vegetation, and

(d) Location.

3. (Community engagement) The licensee must identify their communities for the proposed operation and consult with the identified communities.

4. (Native Vegetation and Fauna) The licensee must take all reasonable measures to avoid, minimise and/or offset the removal and disturbance of
native vegetation and faunal habitats.

5. (Box-ironbark region) Where activities are proposed to be undertaken in a Box-lronbark region, the licensee must undertake a preliminary
assessment of vegetation and faunal habitats of areas of interest in that Box-lronbark region to identify and mark areas or sites to be avoided in
the exploration project.

6. (Public liability insurance) Prior to commencing any work, the licensee must have public liability insurance that covers all work authorised under
the licence and ensure the insurance is valid at all times while work occurs under the licence.

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 7. (Public safety zones) The licensee must take all reasonable measures to minimise their impact on the operation of a Public Safety Zone.

8. (Soil management) The licensee must take all reasonable measures to minimise impacts on the physical and biological health of soil.

9. (Plant diseases, weeds and pest animals) The licensee must ensure that all soil that is imported into the exploration licence area is free of
disease and noxious weeds. The licensee must take all reasonable measures to minimise the spread of weeds, pest animals and plant diseases
whilst undertaking exploration activities. The licensee must adhere to any biosecurity protocols that have been adopted on private or Crown land.

10. (Water quality and aquatic habitat) The licensee must design, install and maintain erosion and sediment controls to prevent erosion of areas of
disturbed land and sedimentation of waterways. Where exploration activities are being conducted in waters or on the banks of waterways with
water in them, the licensee must take all reasonable measures to minimise sedimentation of the waterway. The licensee must take all reasonable
measures to prevent contaminated runoff from entering receiving waterways.

11. (Fuels, lubricants and hazardous materials) The licensee must take all reasonable measures to prevent contamination of the environment by
the release of fuels, lubricants and hazardous materials. The licensee must ensure that spills of hazardous materials are cleaned up as quickly as
practicable. Such spillage must not be cleaned up by hosing, sweeping or otherwise releasing such contaminant into waterways. Within the Box-
lronbark region, the licensee must install trays or similar apparatus beneath machinery to protect the soil and vegetation from oil/fuel leaks or
spills.

12. (Aboriginal cultural heritage) The licensee must ensure Aboriginal cultural heritage is not harmed as a result of works undertaken within the
licence area. Within areas where ground intrusive works or the removal of native vegetation are proposed on Crown land in the Box-lronbark
region, an assessment of Aboriginal cultural heritage values must be undertaken.

13. (Heritage (Non-Indigenous)) The licensee must ensure non-indigenous cultural heritage is not harmed as a result of works undertaken within the
licence area. Within areas where ground intrusive works or the removal of native vegetation are proposed on Crown land in the Box-lronbark
region, an assessment of non-indigenous cultural heritage values must be undertaken.

14. (Fire precaution) The licensee must take all reasonable measures to prevent the ignition and spread of fire. Prior to undertaking any exploration
activities, the licensee must develop and implement a fire response and readiness plan.

15. (Waste and redundant equipment) The licensee must ensure all waste generated on site is disposed of at an appropriate waste management
facility.

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200
16. (Camping) The licensee may only establish campsites with the permission of the Crown land Manager or private land owner/occupier. The
licensee must select, establish and manage campsites to minimise risks to the environment and/or the health and safety of people.

17. (Noise) Within the licensed area, the licensee must ensure that noise generated by exploration activities does not exceed limits set by the
Environment Protection Authority, Victoria and the local council. The licensee must take all reasonable measures to avoid causing nuisance noise.

18. (Air emissions, dust and lighting) The licensee must take all reasonable measures to prevent adverse impacts as a result of the release of dust,
odour and/or emission of light.

VHM Limited | Prospectus

19. (Livestock, domestic animals and crop) The licensee must take all reasonable measures to prevent adverse impacts to livestock (including
bees) and crops.

20. (Geophysical and geological surveys and gridlines) In designing and constructing geophysical and geochemical surveys, the licensee must
take all reasonable measures to prevent adverse impacts to the environment and/or the health and safety of people. Prior to designing and
constructing geophysical and geochemical surveys, the licensee must consult with the Crown land Manager and/or private land owner/occupier
about the position of gridlines and geophysical lines.

21. (Explosives) When using explosives or high electrical currents, all reasonable measures must be taken to prevent harm or disturbance to people,
domestic animals, livestock and wildlife.

22. (Tracks and roads) In designing and constructing tracks and roads, the licensee must take all reasonable measures to prevent adverse impact to
the environment. Prior to designing and constructing tracks and roads, the licensee must consult with the public land manager, responsible road
authority and/or private landowner/occupier. Prior to using a closed road the licensee must gain consent from the responsible road authority. Prior
to conducting ground intrusive exploration works on a road the licensee must gain consent form the responsible road authority.

23. (Drill sites, costeans, trenches and bulk sampling excavations) The licensee must take all reasonable measures to prevent adverse impacts
of establishing costeans, drill holes, bulk sample excavations and trenches to the environment and/or the health and safety of people.

24. (Drillhole operations, construction and decommissioning) The licensee must ensure that all reasonable measures are taken to minimise the
impacts of drilling operations and that the operations are conducted in a manner that ensures protection of the environment, human health and
amenity. The licensee must prevent contamination of aquifers as a result of drilling operations. The licensee must ensure that where a drillhole is
to be left open overnight or longer, a temporary cap is fitted. The licensee must ensure that accurate records of decommissioning procedures are

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 kept to provide future reference, and to demonstrate to the Department of Jobs, Precincts and Regions (formerly Department of Economic
Development, Jobs, Transport and Resources) that the drillholes have been satisfactorily plugged and abandoned.

25. (Underground exploration) The licensee must ensure that during underground exploration and development works, access shafts, adits and
declines are made safe. The licensee must ensure that on completion of underground exploration and development works, access shafts, adits or
declines no longer required are permanently closed off and the site made safe for the public and wildlife.

26. (Rehabilitation) The licensee must ensure that disturbed areas are rehabilitated as soon as possible after the completion of exploration works.
The licensee must ensure that indigenous species used in rehabilitation are sourced from the local area, of local provenance and appropriate to
the site’s Ecological Vegetation Class (EVC).

27. (Reporting, monitoring and auditing) The licensee must implement a program for monitoring environmental impacts and rehabilitation. The
licensee must submit an Annual Report that includes:

(a) A report about the environmental management of exploration activities including the result of any environmental audits conducted.

(b) Quantity, area and type of native vegetation removed.

(c) Details of current progressive rehabilitation activities.

(d) A rehabilitation report detailing completed rehabilitation activities over that year.

The licensee must notify the Department of Jobs, Precincts and Regions (formerly Department of Economic Development, Jobs, Transport and
Resources) as soon as practical of any environmental incident which results in:

(a) An emission not authorised by licence, work authority or work plan.

(b) Any deviations from conditions or environmental standards outlined for the site.

Within seven (7) days of an environmental incident, the licensee must prepare and forward a report to the Department of Jobs, Precincts and
Regions (formerly Department of Economic Development, Jobs, Transport and Resources) detailing the following information:

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202
(a) The cause, time and duration of the incident.

(b) The native vegetation or threatened flora/fauna affected by the incident (if applicable).

(c) The type, volume and concentration of every pollutant discharged as a result of the incident.

(d) Action taken by the licensee in relation to the incident.

VHM Limited | Prospectus

(e) Action taken to prevent any recurrence of the incident.

28. (Documentation and records) The licensee must record activities undertaken and results arising from the environmental and rehabilitation
monitoring program, any auditing undertaken and any complaints received. The licensee must ensure that documentation generated through the
environmental and rehabilitation monitoring program, auditing and any complaints received is appropriately stored and accessible to relevant
personnel and is available upon request by an ERR Inspector.

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 Schedule 3 EL007803, EL007807, EL007810 and EL007827 Licence Conditions

EL007803, EL007807, EL007810 and EL007827 are each subject to the following conditions set out in the exploration licence itself and the Schedule
of Conditions attached to the exploration licence.

Conditions in Licence

1. The licensee must expend in connection with exploration of the land the minimum amounts as set out in Schedule 1, unless this requirement is
varied, or application of this requirement is suspended for a specified period, in accordance with the Act. The required expenditure may be
varied on the second and fourth anniversaries (as applicable) of the licence grant if the area of the licence is decreased in accordance with
section 38A of the Act.

2. The reporting date is 30 June annually.

Conditions in Schedule of Conditions

1. (General Conditions) The program of work submitted with the licence application must be completed, in accordance with any schedule
included in that program of work. The program of work, including scheduling, may only be varied with the agreement of the Minister. This does
not apply if the variation only involves work which is additional to that described in the program of work. During the term of the licence, the
Minister may request updated details of the proposed program of work to be provided by a specified date. The licensee must comply with any
such request.

2. (Administrative Arrangements) The licensee must ensure that the relevant Earth Resources Regulation (ERR) Regional Manager is at all
times aware of the appropriate contact person for activities conducted under an exploration licence. Prior to commencing ground intrusive
work or work involving the removal or damaging of native vegetation under the definition of low impact exploration the licensee must submit a
rehabilitation bond to the satisfaction of the Minister. Where ground intrusive work or work involving the removal or damaging of native
vegetation is carried out under the definition of low impact exploration the licensee must notify the Crown land manager (for works on Crown
land) and the ERR Chief Inspector at least 7 days prior to the commencement of work. Notification must include:

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204
(a) Start date,

(b) Proposed ground intrusive work, and/or

(c) Proposed removal or damaging of native vegetation, and

(d) Location.

VHM Limited | Prospectus

3. (Community Engagement) The licensee must identify their communities for the proposed operation and consult with the identified
communities.

4. (Native Vegetation and Fauna) The licensee must take all reasonable measures to avoid, minimise and/or offset the removal and
disturbance of native vegetation and faunal habitats.

5. (Box-ironbark Region) Where activities are proposed to be undertaken in a Box-Ironbark region, the licensee must undertake a preliminary
assessment of vegetation and faunal habitats of areas of interest in that Box-Ironbark region to identify and mark areas or sites to be avoided
in the exploration project.

6. (Public Liability Insurance) Prior to commencing any work, the licensee must have public liability insurance that covers all work authorised
under the licence and ensure the insurance is valid at all times while work occurs under the licence.

7. (Public Safety Zones) The licensee must take all reasonable measures to minimise their impact on the operation of a Public Safety Zone.

8. (Soil Management) The licensee must take all reasonable measures to minimise impacts on the physical and biological health of soil.

9. (Plant Diseases, Weeds and Pest Animals) The licensee must ensure that all soil that is imported into the exploration licence area is free of
disease and noxious weeds. The licensee must take all reasonable measures to minimise the spread of weeds, pest animals and plant
diseases whilst undertaking exploration activities. The licensee must adhere to any biosecurity protocols that have been adopted on private or
Crown land.

10. (Water Quality and Aquatic Habitat) The licensee must design, install and maintain erosion and sediment controls to prevent erosion of
areas of disturbed land and sedimentation of waterways. Where exploration activities are being conducted in waters or on the banks of

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 waterways with water in them, the licensee must take all reasonable measures to minimise sedimentation of the waterway. The licensee must
take all reasonable measures to prevent contaminated runoff from entering receiving waterways.

11. (Fuels, Lubricants and Hazardous Materials) The licensee must take all reasonable measures to prevent contamination of the environment
by the release of fuels, lubricants and hazardous materials. The licensee must ensure that spills of hazardous materials are cleaned up as
quickly as practicable. Such spillage must not be cleaned up by hosing, sweeping or otherwise releasing such contaminant into waterways.
Within the Box-Ironbark region, the licensee must install trays or similar apparatus beneath machinery to protect the soil and vegetation from
oil/fuel leaks or spills.

12. (Aboriginal Cultural Heritage) The licensee must ensure Aboriginal cultural heritage is not harmed as a result of works undertaken within the
licence area. Within areas where ground intrusive works or the removal of native vegetation are proposed on Crown land in the Box-Ironbark
region, an assessment of Aboriginal cultural heritage values must be undertaken.

13. (Heritage (Non-Indigenous)) The licensee must ensure non-indigenous cultural heritage is not harmed as a result of works undertaken within
the licence area. Within areas where ground intrusive works or the removal of native vegetation are proposed on Crown land in the Box-
Ironbark region, an assessment of non-indigenous cultural heritage values must be undertaken.

14. (Fire Precaution) The licensee must take all reasonable measures to prevent the ignition and spread of fire. Prior to undertaking any
exploration activities, the licensee must develop and implement a fire response and readiness plan.

15. (Waste and Redundant Equipment) The licensee must ensure all waste generated on site is disposed of at an appropriate waste
management facility.

16. (Camping) The licensee may only establish campsites with the permission of the Crown land Manager or private land owner/occupier. The
licensee must select, establish and manage campsites to minimise risks to the environment and/or the health and safety of people.

17. (Noise) Within the licensed area, the licensee must ensure that noise generated by exploration activities does not exceed limits set by the
Environment Protection Authority, Victoria and the local council. The licensee must take all reasonable measures to avoid causing nuisance
noise.

18. (Air Emissions, Dust and Lighting) The licensee must take all reasonable measures to prevent adverse impacts as a result of the release of
dust, odour and/or emission of light.

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19. (Livestock, Domestic Animals and Crops) The licensee must take all reasonable measures to prevent adverse impacts to livestock 1 and
crops.

20. (Geophysical and Geochemical Surveys and Gridlines) In designing and constructing geophysical and geochemical surveys, the licensee
must take all reasonable measures to prevent adverse impacts to the environment and/or the health and safety of people. Prior to designing
and constructing geophysical and geochemical surveys, the licensee must consult with the Crown land Manager and/or private land
owner/occupier about the position of gridlines and geophysical lines.

VHM Limited | Prospectus

21. (Explosives) When using explosives or high electrical currents, all reasonable measures must be taken to prevent harm or disturbance to
people, domestic animals, livestock and wildlife.

22. (Tracks and Roads) In designing and constructing tracks and roads, the licensee must take all reasonable measures to prevent adverse
impact to the environment. Prior to designing and constructing tracks and roads, the licensee must consult with the public land manager,
responsible road authority and/or private landowner/occupier. Prior to using a closed road the licensee must gain consent from the responsible
road authority. Prior to conducting ground intrusive exploration works on a road the licensee must gain consent form the responsible road
authority.

23. (Drill Sites, Costeans, Trenches and Bulk Sampling Excavations) The licensee must take all reasonable measures to prevent adverse
impacts of establishing costeans, drill holes, bulk sample excavations and trenches to the environment and/or the health and safety of people.

24. (Drillhole Operations, Construction and Decommissioning) The licensee must ensure that all reasonable measures are taken to minimise
the impacts of drilling operations and that the operations are conducted in a manner that ensures protection of the environment, human health
and amenity. The licensee must prevent contamination of aquifers as a result of drilling operations. The licensee must ensure that where a
drillhole is to be left open overnight or longer, a temporary cap is fitted. The licensee must ensure that accurate records of decommissioning
procedures are kept to provide future reference, and to demonstrate to the Department of Jobs, Precincts and Regions that the drillholes have
been satisfactorily plugged and abandoned.

1
For the purpose of these conditions, bees are defined as livestock.

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 25. (Underground Exploration) The licensee must ensure that during underground exploration and development works, access shafts, adits and
declines are made safe. The licensee must ensure that on completion of underground exploration and development works, access shafts,
adits or declines no longer required are permanently closed off and the site made safe for the public and wildlife.

26. (Rehabilitation) The licensee must ensure that disturbed areas are rehabilitated as soon as possible after the completion of exploration
works. The licensee must ensure that indigenous species used in rehabilitation are sourced from the local area, of local provenance and
appropriate to the site’s Ecological Vegetation Class (EVC).

27. (Reporting, Monitoring and Auditing) The licensee must implement a program for monitoring environmental impacts and rehabilitation. The
licensee must submit an Annual Report that includes:

(a) A report about the environmental management of exploration activities including the results of any environmental audits conducted.

(b) Quantity, area and type of native vegetation removed.

(c) Details of current progressive rehabilitation activities.

(d) A rehabilitation report detailing completed rehabilitation activities over that year.

The licensee must notify the Department of Jobs, Precincts and Regions as soon as practical of any environmental incident which results in:

(a) An emission not authorised by licence, work authority or work plan.

(b) Any deviations from conditions or environmental standards outlined for the site.

Within seven (7) days of an environmental incident, the licensee must prepare and forward a report to the Department of Jobs, Precincts and
Regions detailing the following information:

(a) The cause, time and duration of the incident.

(b) The native vegetation or threatened flora/fauna affected by the incident (if applicable).

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(c) The type, volume and concentration of every pollutant discharged as a result of the incident.

(d) Action taken by the licensee in relation to the incident.

(e) Action taken to prevent any recurrence of the incident.

28. (Documentation and Records) The licensee must record activities undertaken and results arising from the environmental and rehabilitation
monitoring program, any auditing undertaken and any complaints received. The licensee must ensure that documentation generated through

VHM Limited | Prospectus

the environmental and rehabilitation monitoring program, auditing and any complaints received is appropriately stored and accessible to
relevant personnel and is available upon request by an ERR Inspector.

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 Schedule 4 Retention Licence Conditions

Tenement RL006806 is subject to the following conditions.

Conditions in Licence

This licence is subject to the following conditions and to the Schedule of Conditions attached:

1. The licensee must expend in connection with retention licence activities of the land the minimum amount as set out in Schedule 1 (removed
where necessary, depending on term of years from date of registration) unless this requirement is varied or application of this requirement is
suspended for a specified period, in accordance with the Act.

2. The reporting date is 30 June annually.

3. Only low impact exploration work may be undertaken in the licensed area until the licensee has an approved work plan.

4. Activities in the licensed area must be limited to those specified in the Act and the licence.

5. On discovering an additional mineral resource deposit that may be economically viable to mine in the future, the licensee must report the
occurrence immediately in writing to the Department Head, giving the estimated size, grade and suitability for mining the deposit, and an
estimate of the value of the deposit at the time of discovery.

6. The licensee must pay rent from the date of registration of the licence.

Conditions in Schedule of Conditions

Part A - Specific Conditions

2. (Work Program) The licence is granted subject to compliance and completion of the program of work (outlined in the schedule of project
milestones), being undertaken during the term of the licence. The program of work may be varied with the agreement of the Minister. This

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does not apply if the variation only involves work which is additional to that described in the program of work. During the term of the licence,
the Minister may request updated details of the proposed program of work.

Year 1 - Geological Work / Project Development (Expenditure - $2,430,000)

Milestone Category Work Description

VHM Limited | Prospectus

1. Community Consultation Establish land access agreements for drilling activities. Refine strategy for effective
communication with landowners and traditional owners.

2. Environmental Studies and Seek approval for road reserve drilling and low impact exploration activities. Continue
approvals progressing environmental studies.

3. Indicated mineral resource Continue air core drilling program, assaying, geological interpretation, sonic core
drilling, resource estimation and block modelling.

4. Metallurgical test work Undertake metallurgical variability test work for Zone 1.

5. Pre-feasibility study Continue prefeasibility mining studies, Block model review, pit optimization and
design, scheduling, and cashflow modelling. Metallurgy and process engineering
studies, geotechnical investigations, marketing studies and financial modelling.

6. Project funding Using the finding of the prefeasibility study to raise funds to continue exploration
activities and mine development studies.

7. Permitting and approvals Incorporate TRG feedback into EES specialist studies and re-submit EES specialist
studies to TRG. Draft EES chapters for submission to TRG. Commence Cultural
Heritage Management Plan (CHMP). Finalise environmental assessments.
Undertake work to establish native vegetation offset strategy. Submit EES in
accordance with EE Act.

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 8. Permitting and approvals Commence approval process for wet concentrate plant, field pilot plant and bulk
sample.

Year 2 - Geological Work / Project Development (Expenditure - $4,200,000)

9. Permitting and approvals Continue exploration drilling approvals for paddock and road reserve. Continue EES
approval process. Prepare secondary approvals - Final Work Plan, Works Approval,
Licence and Planning Permit.

10. Measured mineral resource Continue drilling in Zone 1 and undertake air core drilling, assaying, geological
interpretation, sonic core drilling, resource estimation and block modelling.

11. Wet concentrate plant field Construct and commence field pilot plant test work.
pilot and bulk sample trial

12. Feasibility study Commence and complete feasibility mining studies for Zone 1.

13. Project Funding Use the findings of the Feasibility Study to raise funds to continue exploration
activities and mine development studies.

14. Project Infrastructure In consultation with regulators and government authorities finalise infrastructure
planning (access roads, rail loading facility etc.). Prepare preliminary plans for key
infrastructure.

15. Community consultation Continue land access negotiations and agreements for mining and commence Land
Access Agreements for Zone 3.

Year 3 - Geological Work / Project Development (Expenditure - $1,520,000)

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16. Permitting and Approvals Continue exploration drilling approvals for paddock and road reserve. Implement and
maintain secondary approvals - Final Work Plan, Works Approval, Licence and
Planning Permit.

17. Complete indicated mineral Commence drilling in Zone 3 and undertake air core drilling, assaying, geological
resource for Zone 3 interpretation, sonic core drilling, resource estimation and block modelling.

VHM Limited | Prospectus

18. Community Consultation Continue community consultation and land access agreement process for Zone 3
exploration drilling.

19. Permitting and Approvals Seek approval for road reserve drilling and low impact exploration activities in farm
paddocks in Zone 3.

Year 4 - Geological Work / Project Development (Expenditure - $1,745,000)

20. Indicated Mineral Resource Continue drilling in Zone 3 and undertake the following: Air core drilling program,
assaying, geological interpretation, sonic core drilling, resource estimation and block
modelling.

21. Metallurgical test work Complete ore and tailings characterization tests on Zone 3.

22. Mining studies Commence mining studies for Zone 3. Mining studies: block model review, mineral
resources need to be measured or indicated to be able to name a reserve, pit
optimization, pit design, scheduling and cashflow modelling. Metallurgy and process
engineering studies.

23. Community consultation Continue community consultation for the project.

Year 5 - Geological Work / Project Development (Expenditure - $465,000)

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 24. Measured Mineral Resource Commence work required to prepare measured mineral resource for Zone 3. Air Core
for Zone 3 drilling program, assaying, geological interpretation, resource estimation, block
modelling.

25. Pre-Feasibility Study for Commence Pre-feasibility mining studies: Mining studies, metallurgy and process
Zone 3 engineering studies. Marketing studies, financial modelling, environmental studies
and project scheduling.

26. Community consultation Commence community consultation for Zone 2 exploration drilling.

27. Environmental studies and Seek approval for road reserve drilling and low impact exploration activities in Zone 2.
approvals

Year 6 - Geological Work / Project Development (Expenditure - $465,000)

28. Indicated Mineral resource Commence work required to complete indicated mineral resource. Air core drilling
for Zone 2 program, assaying, geological interpretation, sonic core drilling, resource estimation
and block modelling.

29. Metallurgical test work Commence metallurgical test work, ore characterization tests on Zone 2.

30. Pre-feasibility mining studies Commence feasibility mining studies for Zone 2. Mining studies: Block Model review,
mineral resources need to be measured or indicated to be able to name a reserve. Pit
optimization, pit design and scheduling. Cashflow modelling, Metallurgy and process
engineering studies. Marketing studies and financial modelling.

31. Community Consultation Commence community consultation for developing a mine in Zone 2 and Zone 3.

Year 7 - Geological Work / Project Development (Expenditure - $465,000)

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32. Permitting and approvals Commence the regulatory approval process to develop a mine in Zone 2 and Zone 3.
Commence any additional environmental studies that may be required.

33. Measured Mineral Resource Commence work required to prepare measured mineral resource for Zone 2. Air core
for Zone 2 drilling program, assaying, geological interpretation, resource estimation and block
modelling.

VHM Limited | Prospectus

34. Feasibility study for Zone 2 Commence feasibility mining studies. Mining studies: block model review, mineral
resources need to be measured or indicated to be able to name a reserve, pit
optimization, pit design, scheduling and cashflow modelling. Metallurgy and process
engineering studies. Marketing studies, financial modelling and project scheduling.

Part B General Conditions

2. (General) the licence holder must not undertake, cause or allow the undertaking of any exploration for coal seam gas.

3. (Administrative Arrangements) the licensee must ensure that the relevant Earth Resources Regulation (ERR) regional manager is at all
times aware of the appropriate contact person for activities conducted under the licence. Where work is approved by an area work plan, the
licensee must submit a written work schedule for any program of work. The work schedule must be submitted to the relevant ERR regional
manager and the Crown land manager (for work on Crown land) at least twenty-one (21) days prior to the commencement of work. The
licensee must comply with any request by the relevant ERR Regional Manager to defer, cease or modify the proposed works. Prior to
commencing ground intrusive work or work involving the removal or damaging of native vegetation under the definition of low impact
exploration the licensee must submit a rehabilitation bond to the satisfaction of the Minister. Where ground intrusive work or work involving the
removal or damaging of native vegetation is carried out under the definition of low impact exploration the licensee must notify the Crown land
manager (for works on Crown land) and the relevant ERR regional manager at least 7 days prior to the commencement of work. Notification
must include:

(a) Start date, and

(b) Proposed ground intrusive work, and/or

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 (c) Proposed removal or damaging of native vegetation, and

(d) Location.

4. (Community engagement) The licensee must identify their communities for the proposed operation and consult with the identified
communities.

5. (Native Vegetation and Fauna) The licensee must take all reasonable measures to avoid, minimise and/or offset the removal and
disturbance of native vegetation and faunal habitats.

6. (Box-ironbark region) Where activities are proposed to be undertaken in a Box-lronbark region, the licensee must undertake a preliminary
assessment of vegetation and faunal habitats of areas of interest in that Box-lronbark region to identify and mark areas or sites to be avoided
in the exploration project.

7. (Public liability insurance) Prior to commencing any work, the licensee must have public liability insurance that covers all work authorised
under the licence and ensure the insurance is valid at all times while work occurs under the licence.

8. (Public safety zones) The licensee must take all reasonable measures to minimise their impact on the operation of a Public Safety Zone.

9. (Soil management) The licensee must take all reasonable measures to minimise impacts on the physical and biological health of soil.

10. (Plant diseases, weeds and pest animals) The licensee must ensure that all soil that is imported into the exploration licence area is free of
disease and noxious weeds. The licensee must take all reasonable measures to minimise the spread of weeds, pest animals and plant
diseases whilst undertaking exploration activities. The licensee must adhere to any biosecurity protocols that have been adopted on private or
Crown land.

11. (Water quality and aquatic habitat) The licensee must design, install and maintain erosion and sediment controls to prevent erosion of areas
of disturbed land and sedimentation of waterways. Where exploration activities are being conducted in waters or on the banks of waterways
with water in them, the licensee must take all reasonable measures to minimise sedimentation of the waterway. The licensee must take all
reasonable measures to prevent contaminated runoff from entering receiving waterways.

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12. (Fuels, lubricants and hazardous materials) The licensee must take all reasonable measures to prevent contamination of the environment
by the release of fuels, lubricants and hazardous materials. The licensee must ensure that spills of hazardous materials are cleaned up as
quickly as practicable. Such spillage must not be cleaned up by hosing, sweeping or otherwise releasing such contaminant into waterways.
Within the Box- lronbark region, the licensee must install trays or similar apparatus beneath machinery to protect the soil and vegetation from
oil/fuel leaks or spills.

13. (Aboriginal cultural heritage) The licensee must ensure Aboriginal cultural heritage is not harmed as a result of works undertaken within the
licence area. Within areas where ground intrusive works or the removal of native vegetation are proposed on Crown land in the Box-lronbark

VHM Limited | Prospectus

region, an assessment of Aboriginal cultural heritage values must be undertaken.

14. (Heritage (Non-Indigenous)) The licensee must ensure non-indigenous cultural heritage is not harmed as a result of works undertaken within
the licence area. Within areas where ground intrusive works or the removal of native vegetation are proposed on Crown land in the Box-
lronbark region, an assessment of non-indigenous cultural heritage values must be undertaken.

15. (Fire precaution) The licensee must take all reasonable measures to prevent the ignition and spread of fire. Prior to undertaking any
exploration activities, the licensee must develop and implement a fire response and readiness plan.

16. (Waste and redundant equipment) The licensee must ensure all waste generated on site is disposed of at an appropriate waste
management facility.

17. (Camping) The licensee may only establish campsites with the permission of the Crown land Manager or private land owner/occupier. The
licensee must select, establish and manage campsites to minimise risks to the environment and/or the health and safety of people.

18. (Noise) Within the licensed area, the licensee must ensure that noise generated by exploration activities does not exceed limits set by the
Environment Protection Authority, Victoria and the local council. The licensee must take all reasonable measures to avoid causing nuisance
noise.

19. (Air emissions, dust and lighting) The licensee must take all reasonable measures to prevent adverse impacts as a result of the release of
dust, odour and/or emission of light.

20. (Livestock, domestic animals and crop) The licensee must take all reasonable measures to prevent adverse impacts to livestock (including
bees) and crops.

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 21. (Geophysical and geological surveys and gridlines) In designing and constructing geophysical and geochemical surveys, the licensee
must take all reasonable measures to prevent adverse impacts to the environment and/or the health and safety of people. Prior to designing
and constructing geophysical and geochemical surveys, the licensee must consult with the Crown land Manager and/or private land
owner/occupier about the position of gridlines and geophysical lines.

22. (Explosives) When using explosives or high electrical currents, all reasonable measures must be taken to prevent harm or disturbance to
people, domestic animals, livestock and wildlife.

23. (Tracks and roads) In designing and constructing tracks and roads, the licensee must take all reasonable measures to prevent adverse
impact to the environment. Prior to designing and constructing tracks and roads, the licensee must consult with the public land manager,
responsible road authority and/or private landowner/occupier. Prior to using a closed road the licensee must gain consent from the responsible
road authority. Prior to conducting ground intrusive exploration works on a road the licensee must gain consent form the responsible road
authority.

24. (Drill sites, costeans, trenches and bulk sampling excavations) The licensee must take all reasonable measures to prevent adverse
impacts of establishing costeans, drill holes, bulk sample excavations and trenches to the environment and/or the health and safety of people.

25. (Drillhole operations, construction and decommissioning) The licensee must ensure that all reasonable measures are taken to minimise
the impacts of drilling operations and that the operations are conducted in a manner that ensures protection of the environment, human health
and amenity. The licensee must prevent contamination of aquifers as a result of drilling operations. The licensee must ensure that where a
drillhole is to be left open overnight or longer, a temporary cap is fitted. The licensee must ensure that accurate records of decommissioning
procedures are kept to provide future reference, and to demonstrate to the Department of Jobs, Precincts and Regions that the drillholes have
been satisfactorily plugged and abandoned.

26. (Underground exploration) The licensee must ensure that during underground exploration and development works, access shafts, adits and
declines are made safe. The licensee must ensure that on completion of underground exploration and development works, access shafts,
adits or declines no longer required are permanently closed off and the site made safe for the public and wildlife.

27. (Rehabilitation) The licensee must ensure that disturbed areas are rehabilitated as soon as possible after the completion of exploration
works. The licensee must ensure that indigenous species used in rehabilitation are sourced from the local area, of local provenance and
appropriate to the site’s Ecological Vegetation Class (EVC).

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28. (Environmental Reporting, monitoring and auditing) The licensee must implement a program for monitoring environmental impacts and
rehabilitation. The licensee must submit an Annual Report that includes:

(a) A report about the environmental management of exploration activities including the result of any environmental audits conducted.

(b) Quantity, area and type of native vegetation removed.

(c) Details of current progressive rehabilitation activities.

VHM Limited | Prospectus

(d) A rehabilitation report detailing completed rehabilitation activities over that year.

The licensee must notify the Department of Jobs, Precincts and Regions as soon as practical of any environmental incident which results in:

(e) An emission not authorised by licence, work authority or work plan.

(f) Any deviations from conditions or environmental standards outlined for the site.

Within seven (7) days of an environmental incident, the licensee must prepare and forward a report to the Department of Jobs, Precincts and
Regions detailing the following information:

(g) The cause, time and duration of the incident.

(h) The native vegetation or threatened flora/fauna affected by the incident (if applicable).

(i) The type, volume and concentration of every pollutant discharged as a result of the incident.

(j) Action taken by the licensee in relation to the incident.

(k) Action taken to prevent any recurrence of the incident.

29. (Documentation and records) The licensee must record activities undertaken and results arising from the environmental and rehabilitation
monitoring program, any auditing undertaken and any complaints received. The licensee must ensure that documentation generated through

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 the environmental and rehabilitation monitoring program, auditing and any complaints received is appropriately stored and accessible to
relevant personnel and is available upon request by an ERR Inspector.

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Annexure D
Independent Limited Assurance Report

RSM Corporate Australia Pty Ltd

21 November 2022 Level 13, 60 Castlereagh Street
Sydney NSW 2000
T +61 (02) 8226 4500
The Board of Directors
F +61 (02) 8226 4501
VHM Limited rsm.com.au
Suite 8, 110 Hay Street
Subiaco, WA, 6008

Dear Directors,

INVESTIGATING ACCOUNTANT’S REPORT

Independent Limited Assurance Report on the VHM Limited statutory and pro forma historical financial
information
We have been engaged by VHM Limited (“VHM” or “the Company”) to report on certain statutory and pro forma
historical financial information for inclusion in a Prospectus dated on or about 21 November 2022.

The Prospectus relates to the Company’s proposed listing of ordinary shares on the Australian Securities
Exchange (“ASX”) via an Initial Public Offering, and the offer of 14,814,815 Shares to be issued at a price of
$1.35 per Share to raise $20,000,000 (before costs) (the Broker Offer, the Institutional Offer, the Priority Offer,
and the Public Offer (together the 'IPO Offer'). The Company will also accept oversubscriptions of an additional
$10,000,000 (before costs).

Expressions and terms defined in the Prospectus have the same meaning in this report, except as otherwise
indicated.

Scope

Statutory Historical Financial Information

You have requested RSM Corporate Australia Pty Ltd (“RSM”) to review the Statutory Historical Financial
Information of VHM Limited (“VHM”) included in Section 5 of the Prospectus, comprising:

 VHM’s audited statutory historical statement of profit and loss and other comprehensive income for the
financial years ended 30 June 2020 (“FY20”), 30 June 2021 (“FY21”) and 30 June 2022 (“FY22”);

 VHM’s audited statutory historical statement of cash flows for FY20, FY21 and FY22; and

 VHM’s audited historical statement of financial position as at 30 June 2022,

collectively “the Statutory Historical Financial Information”.

THE POWER OF BEING UNDERSTOOD

AUDIT | TAX | CONSULTING

RSM Corporate Australia Pty Ltd is beneficially owned by the Directors of RSM Australia Pty Ltd. RSM Australia Pty Ltd is a member of the RSM network and trades as RSM. RSM is the trading name
used by the members of the RSM network. Each member of the RSM network is an independent accounting and consulting firm which practices. The RSM network is not itself a separate legal entity
in any jurisdiction.

RSM Corporate Australia Pty Ltd ABN 82 050 508 024 Australian Financial Services Licence No. 255847
Liability limited by a scheme approved under Professional Standards Legislation (other than for the acts or omissions of Australian Financial Services Licensees)

220 VHM Limited | Prospectus

The Statutory Historical Financial Information has been prepared in accordance with the stated basis of
preparation, being the recognition and measurement principles contained in the Australian equivalents to the
International Financial Reporting Standards (“AIFRS”) and VHM’s adopted accounting policies.

The Statutory Historical Financial Information has been extracted from the audited (FY20, FY21 and FY22)
general purpose financial statements of VHM which were audited by HBL Mann Judd.

The FY20, FY21 and FY22 financial statements were audited by HBL Mann Judd, who issued a modified audit
opinion which included a material uncertainty related to going concern.

The Statutory Historical Financial Information is presented in the Prospectus in an abbreviated form, insofar as it
does not include all the presentation and disclosures required by Australian Accounting Standards applicable to
general purpose financial reports prepared in accordance with the Corporations Act 2001.

Pro Forma Historical Financial Information

You have requested RSM to review the Pro Forma Historical Financial Information of VHM included in Section 5
of the Prospectus and comprising:

 the unaudited pro forma historical statement of financial position of VHM as at 30 June 2022; and

 the subsequent events and pro forma adjustments as described in Section 5 of the Prospectus.

collectively referred to as “the Pro Forma Historical Financial Information”.

The Pro Forma Historical Financial Information has been derived from the Statutory Historical Financial
Information of VHM, adjusted for the transactions / adjustments summarised in Section 5 of the Prospectus. The
stated basis of preparation is the recognition and measurement requirements of Australian Accounting
Standards Board (“AASB”) and IFRS and VHM’s adopted accounting policies applied to the Statutory Historical
Financial Information and the events or transactions to which the subsequent events and pro forma adjustments
relate, as described in Section 5.5 of the Prospectus, as if those events or transactions had occurred as at the
date of the Statutory Historical Financial Information.

Due to its nature, the Pro Forma Historical Financial Information does not represent VHM’s actual or prospective
financial position.

The Pro Forma Historical Financial Information is presented in the Prospectus in an abbreviated form, insofar as
it does not include all the presentation and disclosures required by Australian Accounting Standards applicable
to general purpose financial reports prepared in accordance with the Corporations Act 2001.

Directors’ responsibility

The directors of VHM are responsible for:

 the preparation and presentation of the Statutory Historical Financial Information; and

 the preparation and presentation of the Pro Forma Historical Financial Information, including the
selection and determination of the subsequent events and pro forma adjustments made to the Statutory
Historical Financial Information and included in the Pro Forma Historical Financial Information.

This includes responsibility for such internal controls as the directors determine are necessary to enable the
preparation of the Statutory and Pro Forma Historical Financial Information that are free from material
misstatement, whether due to fraud or error.

Page 2 of 4

VHM Limited | Prospectus 221

 Our responsibility

Our responsibility is to express a limited assurance conclusion on the Statutory 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”.

We made such enquiries, primarily of persons responsible for financial and accounting matters, and performed
such procedures as we, in our professional judgment, considered reasonable in the circumstances including:

 a consistency check of the application of the stated basis of preparation to the Statutory and Pro Forma
Historical Financial Information;

 a review of the VHM work papers, accounting records and other supporting documents;

 enquiry of directors, management personnel and advisors; and

 the performance of analytical procedures applied to the Statutory and Pro Forma Historical Financial
Information.

A review is substantially less in scope than an audit conducted in accordance with Australian Auditing
Standards and consequently does not enable us to obtain reasonable assurance that we would become aware
of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

Our engagement did not involve updating or re-issuing any previously issued audit report on any financial
information used as a source of the financial information.

Conclusions

Statutory Historical Financial Information

Based on our review, which is not an audit, nothing has come to our attention that causes us to believe that the
Historical Financial Information of VHM, as described in Section 5 of the Prospectus, and comprising:

 VHM’s audited statutory historical statement of profit and loss and other comprehensive income for
FY20, FY21 and FY22;

 VHM’s audited statutory historical statement of cash flows for FY20, FY21 and FY22; and

 VHM’s audited historical statement of financial position as at 30 June 2022,

is not presented fairly, in all material respects, in accordance with the stated basis of preparation, as described
in Section 5 of the Prospectus.

Page 3 of 4

222 VHM Limited | Prospectus

Pro Forma Historical Financial Information

Based on our review, which is not an audit, nothing has come to our attention that causes us to believe that the
Pro Forma Historical Financial Information of VHM, as set out in Section 5 of the Prospectus, and comprising:

 VHM’s unaudited pro forma statement of financial position as at 30 June 2022; and

 the subsequent events and pro forma adjustments as described in Section 5 of the Prospectus,

is not presented fairly in all material aspects, in accordance with the stated basis of preparation, as described in
Section 5 of the Prospectus.

Restriction on use

Without modifying our conclusions, we draw attention to Section 5, which describes the purpose of the financial
information, being for inclusion in the Prospectus. As a result, the financial information may not be suitable for
use for another purpose.

Declaration of interest

RSM Corporate Australia Pty Ltd does not have any interest in the outcome of this transaction other than the
preparation of this report for which normal professional fees will be received.

Yours faithfully,

RSM CORPORATE AUSTRALIA PTY LTD

Tim Goodman
Director

Page 4 of 4

VHM Limited | Prospectus 223

Annexure E
Key Accounting Policies

Historical cost convention Share-based payment expense

This financial information has been prepared The Company measures the cost of equity-settled
on an accrual’s basis under the historical cost transactions with employees and consultants by
convention. Cost is based on the fair values of the reference to the fair value of the equity instruments
consideration given in exchange for assets. All at the date at which they are granted. The fair value
amounts are presented in Australian dollars, unless of these equity instruments is determined using a
otherwise noted. Black-Scholes model, using various assumptions
detailed in the notes to the financial statements.
Significant accounting judgements,
estimates and assumptions  xploration, evaluation, and
E
The application of accounting policies requires the development expenditure
use of judgements, estimates and assumptions about Exploration and evaluation expenditures in relation
carrying values of assets and liabilities that are not to each separate area of interest are recognised
readily apparent from other sources. The estimates as an exploration and evaluation asset in the year
and associated assumptions are based on historical in which they are incurred where the following
experience and other factors that are considered conditions are satisfied:
to be relevant. Actual results may differ from
(i) the rights to tenure of the area of interest are
these estimates. The estimates and underlying
current; and
assumptions are reviewed on an ongoing basis.
(ii) at least one of the following conditions is
Revisions are recognised in the period in which the
also met:
estimate is revised if it affects only that period or in
the period of the revision and future periods if the (A) the exploration and evaluation
revision affects both current and future periods. expenditures are expected to be recouped
The areas involving a higher degree of judgement through successful development and
or complexity, or areas where assumptions exploration of the area of interest, or
and estimates are significant to the financial alternatively, by its sale; or
statements are: (B) exploration and evaluation activities in the
area of interest have not at the reporting
Exploration and evaluation date reached a stage which permits a
expenditure reasonable assessment of the existence
The Board of Directors determines when an area or otherwise of economically recoverable
of interest should be abandoned. When a decision reserves, and active and significant
is made that an area of interest is not commercially operations in, or in relation to, the area of
viable, all costs that have been capitalised in respect interest are continuing.
of that area of interest are written off. The Directors’
Exploration and evaluation assets are initially
decision is made after considering the likelihood of
measured at cost and include acquisition of rights
finding commercially viable reserves.
to explore, studies, exploratory drilling, trenching,
and sampling and associated activities and an
allocation of depreciation and amortisation of
assets used in exploration and evaluation activities.
General and administrative costs are only included
in the measurement of exploration and evaluation
costs where they are related directly to operational
activities in a particular area of interest.

224 VHM Limited | Prospectus

Exploration and evaluation assets are assessed for Trade and other payables
impairment when facts and circumstances suggest
Trade and other payables are carried at cost and
that the carrying amount of an exploration and
represent liabilities for goods and services provided
evaluation asset may exceed its recoverable amount.
to the Group prior to the end of the financial year
The recoverable amount of the exploration and
that are unpaid and arise when the Group becomes
evaluation asset (for the cash generating unit(s) to
obliged to make future payments in respect of the
which it has been allocated being no larger than the
purchase of these goods and services.
relevant area of interest) is estimated to determine
the extent of the impairment loss (if any). Where an Borrowings
impairment loss subsequently reverses, the carrying
amount of the asset is increased to the revised Recognition and measurement
estimate of its recoverable amount, but only to the Borrowings are initially recognised at fair value,
extent that the increased carrying amount does not net of transaction costs incurred. Borrowings are
exceed the carrying amount that would have been subsequently stated at amortised cost using the
determined had no impairment loss been recognised effective interest rate method. Any difference
for the asset in previous years. between the proceeds and the redemption value
is recognised in the Consolidated Statement
Revenue and other income of Comprehensive Income over the period of
Interest income is recognised on a proportional borrowings using the effective interest rate.
basis considering the interest rates applicable to the Borrowings are classified as current liabilities unless
financial assets. the Group has an unconditional right to defer
The Company was eligible for the JobKeeper settlement of the liability for at least 12 months after
payment and cash flow boost from the Australian the end of the reporting period.
Taxation Office, the revenue is recognised to the
extent that the Group will receive the payments to Trade and other receivables
which it will be entitled for the period. Trade receivables, which generally have 30 to
90 day terms, are recognised, and carried at
Cash and cash equivalents original invoice amount less an allowance for any
Cash reserves in the statement of financial position uncollectible amounts. An allowance for expected
comprise cash at bank and in hand. credit losses is made when collection of the full
amount is no longer probable. Bad debts are written
Goods and services tax (GST) off when identified.
Revenues, expenses, and assets are recognised net
of the amount of associated GST, unless the GST Contributed equity
incurred is not recoverable from the taxation authority. Ordinary Shares and options are classified as
In this case it is recognised as part of the cost of contributed equity. Incremental costs directly
acquisition of the net asset or part of the expense. attributable to the issue of new Shares or options are
shown in equity as a deduction, net of tax, from the
Receivables and payables are stated inclusive of
proceeds.
the amount of GST receivable or payable. The net
amount of GST recoverable from, or payable to, the Share based payment expense
taxation authority is included with other receivables
The Group measures the cost of equity settled
or payables in the Statement of Financial Position.
transactions with employees and consultants by
Cash flows are presented on a gross basis. The GST reference to the fair value of the equity instruments
component of cash flows arising from investing or at the date at which they are granted. The fair
financing activities which are recoverable from, or value of options is determined using a Black-
payable to, the taxation authority, are presented as Scholes model.
operating cash flows.

VHM Limited | Prospectus 225

Research and Development Depreciation
Tax Concession All assets have limited useful lives and are
depreciated using the straight line method over their
To the extent that research and development
estimated useful lives commencing from the time the
costs are eligible activities under the “Research
asset is held ready for use.
and development tax incentive” programme, a
refundable tax offset is available for companies Depreciation and amortisation rates and methods
with annual turnover of less than $20 million. The are reviewed annually for appropriateness. When
Group recognises refundable tax offsets received changes are made, adjustments are reflected
in the financial year directly against capitalised prospectively in current and future periods only.
exploration expenditure, in the statement of financial The estimated useful lives used in the calculation of
position, resulting from the monetisation of available depreciation for plant and equipment for the current
tax losses that otherwise would have been carried and corresponding period is three years.
forward. These amounts are recognised at their fair Gains and losses on disposals are determined by
value only to the extent that there is reasonable comparing proceeds with the carrying amount.
assurance that the incentive will be received. These gains and losses are included in the statement
Property, plant, and equipment of comprehensive income. When revalued assets
are sold, amounts included in the revaluation
Items of property, plant and equipment are carried at reserve relating to that asset are transferred to
cost less accumulated depreciation and impairment accumulated losses.
losses (see accounting policy “Impairment”).

Land
Impairment
The carrying amount of the Group’s assets, other
Land is initially recognised at cost. After initial
than deferred tax assets, are reviewed at each
recognition at cost, the Group will continue to
reporting date to determine whether there is any
carry the land, which is acquired primarily for its
indication of impairment. Where such an indication
mineral resources, at its cost less any accumulated
exists, a formal assessment of recoverable amount
impairment losses.
is then made and where this is in excess of
Plant and equipment carrying amount, the asset is written down to its
recoverable amount.
Plant and equipment, including fixture and fittings
acquired are initially recorded at their cost of Recoverable amount is the greater of fair value
acquisition at the date of acquisition, being the fair less costs to sell and value in use. Value in use
value of the consideration provided plus incidental is the present value of the future cash flows
costs directly attributable to the acquisition. expected to be derived from the asset or cash
generating unit. In estimating value in use, a pre-tax
Motor Vehicles discount rate is used which reflects current market
Motor Vehicles are recorded at cost of acquisition assessments of the time value of money and the
at the date of acquisition, being the fair value of the risks specific to the asset. Any resulting impairment
consideration provided plus incidental costs directly loss is recognised immediately in the statement of
attributable to the acquisition. comprehensive income.
Subsequent costs are included in the asset’s Impairment losses are reversed when there is an
carrying amount or recognised as a separate asset, indication that the impairment loss may no longer
as appropriate, only when it is probable that future exist and there has been a change in the estimate
economic benefits associated with the item will used to determine the recoverable amount. An
flow to the Group and the cost of the item can be impairment loss is reversed only to the extent
measured reliably. All other repairs and maintenance that the carrying amount of the asset(s) does not
are charged to the statement of comprehensive exceed the carrying amount that would have been
income during the financial period in which they determined, net of depreciation or amortisation, if no
are incurred. impairment loss had been recognised.

226 VHM Limited | Prospectus

Employee benefits Classification and subsequent
Wages, salaries, and annual leave measurement
Liabilities for wages and salaries, including Loans and receivables
non-monetary benefits and annual leave expected to
Loans and receivables are non-derivative financial
be settled wholly within 12 months of the reporting
assets with fixed or determinable payments that are
date are recognised in provisions in respect of
not quoted in an active market and are subsequently
employees’ services up to the reporting date.
measured at amortised cost using the effective
They are measured at the (undiscounted) amounts
interest rate method.
expected to be paid when the liabilities are settled.
Contributions are made by the Group to Financial liabilities
superannuation funds as stipulated by statutory Non-derivative financial liabilities (excluding
requirements and are charged as expenses financial guarantees) are subsequently measured
when incurred. at amortised cost using the effective interest
rate method.
Financial instruments
Financial instruments, incorporating financial assets
Impairment of financial assets
and liabilities, are recognised when the entity The consolidated entity assesses at the end of each
becomes a party to the contractual provisions of the reporting period whether there is any objective
instrument. Trade data accounting is adopted for evidence that a financial asset or group of financial
financial assets that are delivered within timeframes assets is impaired. Objective evidence includes
established by marketplace convention. significant financial difficulty of the issuer or obligor;
a breach of contract such as default or delinquency
Financial instruments are initially recognised at fair in payments; the lender granting to a borrower
value plus transaction costs where the instrument concessions due to economic or legal reasons that
is not classified at fair value through profit and loss. the lender would not otherwise do; it becomes
Transaction costs related to instruments classified as probable that the borrower will enter bankruptcy or
at fair value through profit and loss are expensed to other financial reorganisation; the disappearance of
profit and loss immediately. Financial instruments are an active market for the financial asset; or observable
classified and measured as set out below. data indicating that there is a measurable decrease
in estimated future cash flows.
Derecognition
Financial assets are derecognised where the The amount of the impairment allowance for
contractual rights to receipt of cash flows expires, financial assets carried at cost is the difference
or the asset is transferred to another party whereby between the asset's carrying amount and the present
the entity no longer has any significant continuing value of estimated future cash flows, discounted
involvement in the risks and benefits associated at the current market rate of return for similar
with the asset. Financial liabilities are derecognised financial assets.
where the related obligations are either discharged,
cancelled, or expire. The difference between the
Fair value
carrying value of the financial liability extinguished When an asset or liability, financial or non-financial, is
or transferred to another party and their fair value of measured at fair value for recognition or disclosure
consideration paid, including the transfer of non-cash purposes, the fair value is based on the price that
assets or liabilities assumed, is recognised in profit would be received to sell an asset or paid to transfer
or loss. a liability in an orderly transaction between market
participants at the measurement date; and assumes
that the transaction will take place either: in the
principle market; or in the absence of a principal
market, in the most advantageous market.

VHM Limited | Prospectus 227

Fair value is measured using the assumptions that For recurring and non-recurring fair value
market participants would use when pricing the measurements, external valuers may be used when
asset or liability, assuming they act in their economic internal expertise is either not available or when
best interest. For non-financial assets, the fair value the valuation is deemed to be significant. External
measurement is based on its highest and best use. valuers are selected based on market knowledge
Valuation techniques that are appropriate in the and reputation. Where there is a significant change
circumstances and for which sufficient data are in fair value of an asset or liability from one period to
available to measure fair value, are used, maximising another, an analysis is undertaken, which includes a
the use of relevant observable inputs, and minimising verification of the major inputs applied in the latest
the use of unobservable inputs. valuation and a comparison, where applicable, with
external sources of data.
Assets and liabilities measured at fair value are
classified, into three levels, using a fair value
hierarchy that reflects the significance of the inputs
used in making the measurements. Classifications
are reviewed each reporting date and transfers
between levels are determined based on a
reassessment of the lowest level input that is
significant to the fair value measurement.

228 VHM Limited | Prospectus

Annexure F
Independent Technical Assessment Report

Independent Technical
Assessment Report
on the
Victorian Mineral Assets of
VHM Limited

Report Nº R192.2022
21 November 2022

VHM Limited | Prospectus 229

 VHM LIMITED
Goschen Project – Independent Technical Assessment Report

Report prepared for

Client Name VHM Limited
Project Name/Job Code VHMPRJ01_Variation 2
Contact Name Graham Howard
Contact Title Managing Director
Office Address Suite 8, 110 Hay Street, Subiaco WA 6008, Australia

Report issued by
CSA Global Pty Ltd (ABN 67 077 165 532)
Level 3, 1-5 Havelock Street, West Perth, WA 6005, Australia
PO Box 141, West Perth WA 6872, Australia
CSA Global Office
T +61 8 9355 1677
F +61 8 9355 1977
E csaaus@csaglobal.com
Division Corporate

Report information
Filename R192.2022 VHMITA03 Goschen ITAR
Report Status Final

Author and Reviewer Signatures

Coordinating Ivy Chen

Author B App Sc (Geology), Postgrad Dip. Nat Res., FAusIMM, GAICD

Ray Cary
Principal Author
BSc Geology & Physical and Inorganic Chemistry, MAusIMM

Anthony Wesson
GDipEng (Mineral Economics), BComm, GDipEng (Mining), FAusIMM

Howard Simpson
BSc Eng (Mining) (Hons), BCom Accounting and Quantitative Management, FAusIMM (CP), RPEQ

Contributing David Chambers

Authors BE Metallurgy, FIEAust, CPEng, IntPE(Aus) Project and Studies

Paul Newling
B App Sc (App Ext Met) MBA FAusIMM, MAIPM

Jemini Bhargava
B. Tech. Mining Engineering (First Class with Distinction)
Graham Jeffress
Peer reviewer BSc (Hons) Applied Geology, RPGeo (Mineral Exploration), FAIG, FAusIMM, FSEG, MGSA, Principal Geologist,
Partner Asia Pacific

CSA Global
Graham Jeffress Signature:
Authorisation

© Copyright 2022

CSA Global Report Nº R192.2022 I

230 VHM Limited | Prospectus

VHM LIMITED
Goschen Project – Independent Technical Assessment Report

Executive Summary
CSA Global Pty Ltd, an ERM Group company, have been engaged to provide an independent technical report
for inclusion in a prospectus to be issued by VHM Limited (VHML) on or around November 2022 to raise
funds to enable it to carry out further work to get the company to the point of making a Final Investment
Decision (FID) to proceed with the Goschen Project. This Report has been prepared for inclusion in that
prospectus and for provision to prospective investors.
VHML is an Australian-owned and operated, unlisted public company that was established in 2014. The
Company holds 2,860 km2 of mostly contiguous tenements located within the Loddon Mallee region in the
Murray Basin in north-eastern Victoria. Within the tenements are the Goschen, Nowie, Cygnus and Cannie
heavy mineral sand (HMS) deposits. The Company’s flagship project is the development of the Goschen
Mineral Sands and Rare Earth Deposit (Goschen or the Project). The development of Goschen forms the main
focus of this Independent Technical Assessment Report (ITAR).
The Company completed a definitive Feasibility Study (DFS) in March 2022, having completed a Prefeasibility
Study (PFS) in February 2019. The DFS has defined an execution strategy for the development of Goschen to
deliver a fully integrated mining and treatment operation that achieves a nameplate feed rate to the process
plant of 5 Mtpa to produce and market two products – a valuable heavy minerals concentrate (VHMC)
containing zircon and titania, and a rare earths mineral concentrate (REMC) containing monazite and
xenotime. A staged development is planned, with the first phase consisting of a mining unit plant (MUP),
feed preparation plant (FPP), wet concentrator plant (WCP), and rare earth minerals flotation circuit
(REMFC).
A subsequent phase is planned to build a hydrometallurgical circuit utilising the REMC to produce a mixed
rare earths carbonate. A further phase will see the construction of a mineral separation plant (MSP) to
produce upgraded zircon and titanium minerals products.
Testwork and pilot activities in respect of these subsequent phases will be undertaken in parallel with front-
end engineering and design (FEED) and detailed design activities for the first phase of the Project. The
forecast timing for FID for the first phase of development is H2 2023.
Work has been completed by a number of consultants: IHC Robbins (IHCR), TZ Minerals International (TZMI),
Mineral Technologies Pty Ltd (MTPL), Auralia Mining Consultants (Auralia), Met-Chem Consulting Pty Ltd,
Pitt & Sherry Pty Ltd (P&S), Right Solutions Australia (RSA), and AECOM Infrastructure (AECOM). Other
consultants include Adamas Intelligence, Coffey International, various legal and economic consultancy firms,
and others whose work CSA Global Pty Ltd (CSA Global) has not specifically reviewed but is aware that the
Company has relied on the services and information provided by these consultants. Additional to the work
of these consultants, internal work by the Company was also reviewed for the ITAR.
VHML also intends to undertake exploration-oriented work to convert Exploration Licences (ELs) that cover
the Cannie and Nowie deposits to Retention Licences (RLs). For the preparation of this ITAR, CSA Global was
tasked with completing a technical review of the work completed by the Company and its consultants to the
extent necessary to validate information to support the Competent Persons’ Reports on findings of quality,
suitable for consideration in a due diligence process of discovery.

Mineral Resources
In May 2017, total heavy mineral (THM) content was estimated for both sheet-style and strandline
mineralisation at the Area 1, Area 2 West, Area 3 and Area 4 zones at Goschen. Over time, portions of the
2017 Goschen North Mineral Resource estimate (MRE) were replaced by updated estimates of the Mineral
Resource inventory which now comprises Mineral Resources in Area 1 (East and West), Area 2 West,
Area 3 Extended, and Area 4. Updated MREs were prepared in 2020 and 2021 for Area 3 Extended and for
Area 1 East and West deposits. Goschen Areas 1 and Area 3 are the initial focus of development, and hence
are the subject of the Company’s initial Ore Reserve Estimate (ORE).

CSA Global Report Nº R192.2022 II

VHM Limited | Prospectus 231

 VHM LIMITED
Goschen Project – Independent Technical Assessment Report

The Goschen MREs and OREs are summarised in Table 4, Table 5, Table 6, and Table 7. The consolidated
MREs for all areas are summarised in Table 4 and Table 5.
Due to the extended exploration and project development path for the Project, the MREs have been through
several iterations, often based on different sampling and sample preparation methods. The earlier estimates
were based on samples screened between a top size of 2 mm and a minimum size of 38 microns (µm).
Metallurgical testwork subsequently indicated that it was possible to recover a finer fraction, and the most
recent Mineral Resource model is based on samples screened to -1 mm, +20 µm. A significant majority of the
Area 1 and Area 3 Extended models are now based on assaying of the -1 mm, +20 µm sand fraction. The
remaining estimates in Area 4 are being progressively upgraded to the same basis.
In CSA Global’s professional opinion:
• The mixed -2 mm, +38 µm and -1 mm, +20 µm datasets have been sufficiently inves�gated and have
been appropriately considered in the confidence levels applied to the MREs and reported in
accordance with the JORC Code.
• Within Area 1 East, the average THM grade of the -1 mm, +20 µm samples from within the metallurgical
domain is significantly higher than the average THM grades of the -1 mm, +20 µm samples for the
remaining por�ons of Area 1 East, Domain 2, and Domain 3. The weighted average grade within the
metallurgical domain is 4.01% THM, a doubling of the grade for the remaining por�on of Area 1 East
which was es�mated from the samples to be 2.01% THM. Grade upli� resul�ng from the metallurgical
testwork increases the grade from 4.01% THM to 5.72% THM. This difference has been noted by the
Company, and alignment of the sampling and assaying processes with the metallurgical processes is
now in place.
• The es�ma�on by the ordinary kriging methods applied in the current MREs in Area 1 and Area 3
Extended has updated the previous use of inverse distance weigh�ng methods for THM, slimes, and
oversize. A nearest neighbour interpolator was used for the mineral assemblages and this is
appropriate given that mineral assemblage data were derived from composited samples, each being
representa�ve of a specific spa�al area.
• The current approach by the Company to es�mate bulk density has been tested over �me and provides
an acceptable global es�mate of bulk density, and a reasonable basis for all tonnages stated in the
MREs. In-situ density measurements will be collected as the Project development progresses to
con�nue refining es�mates of tonnage as mining opera�ons commence.
• The appropriate level of laboratory testwork has been completed by MTPL to support the ORE and
subsequent updates.
• The Company’s focus is on the con�nuing development of Goschen, whilst maintaining ongoing
resource development studies at the Nowie, Cygnus and Cannie projects. CSA Global has reviewed the
proposed explora�on and is sa�sfied that it is appropriate.
CSA Global has found the global MREs to be appropriate to the current levels of study and project
development. The JORC category classifica�ons have been appropriately applied, and the Company has a
reasonable basis for all declared MREs.

Potential Additions to Mineral Resources

Mineralised sands underlie significant areas of the remainder of the Company’s tenements. No Mineral
Resources are reported outside Area 1 East and West, Area 2 West, Area 3 Extended, and Area 4. Until
recently, VHML had reported an Inferred MRE in the Goschen North area, which was based on historical data.
VHML has elected to downgrade the confidence it is able to place in this historical data, which in the view of
the Competent Person(s), is of insufficient quality to support MREs reportable in accordance with the JORC
Code.
The Company intends to consider the Goschen North mineralisation as a focus for exploration as the project
is developed, regarding the previous estimate as a sound basis for defining an exploration target in

CSA Global Report Nº R192.2022 III

232 VHM Limited | Prospectus

VHM LIMITED
Goschen Project – Independent Technical Assessment Report

accordance with Clause 17 of the JORC Code. While the Company values the previous Goschen North MRE
completed in 2017, it is now referred to as the Goschen Exploration Target 2022.
VHML does not consider the mineralisation which occurs outside the four Resource Areas to be material in
the short term, relative to the Company’s overall assets. These areas are at a relatively early stage of
exploration and the Company plans to replace the existing historical drilling data with newly acquired data
meeting the requirements of the JORC Code for reporting of Mineral Resources. These areas remain relevant
targets for future exploration and development. CSA Global concurs with this opinion.
Ongoing development of VHML’s assets will include infill drilling for confidence upgrade of Inferred Mineral
Resources to Indicated or higher confidence in Area 1, Area 3 Extended, and Area 4.
Resource extensional drilling, as well as further exploration and definition of Mineral Resources that can be
reported in accordance with the JORC Code is planned in the Nowie, Cygnus and Cannie exploration projects.
CSA Global has reviewed the proposed explora�on and considers the overall strategy to be jus�fied and
appropriate to the current levels of project maturity.

Metallurgy and Processing

The Goschen HMS deposits are characterised by fine-grained heavy mineral particles which often present
challenges for separation of saleable products in conventional heavy mineral concentrators in terms of
recovery, quality, and production rate.
VHML has demonstrated that conventional equipment is capable of recovering fine minerals following
testwork utilising full-sized equipment in the laboratory. This has reduced scale-up risk significantly, but
nevertheless will remain a key focus for the Project.
In CSA Global’s opinion, a posi�ve differen�ator for the Goschen Project from a metallurgical perspec�ve is
the Company’s expected recovery in the +20, -38 μm size frac�on where 4–5% of the valuable heavy minerals
(VHM) occur.
This rela�vely high recovery in the fine size frac�on is a feature of the metallurgical flowsheet valida�on and
is discussed in detail within Sec�on 8 of this report.
Further tes�ng of the ore is currently planned with a focus on the metallurgical interpreta�on of open
streams with some supplementary analysis carried out to validate simulated modelling.
With respect to financial sensi�vity to recovery, this has been tested by VHML and has been demonstrated
to have only a modest impact on project revenues.
It is not expected that recovery targets will be challenged to a great extent, and in CSA Global’s opinion a 2%
reduc�on in overall THM recovery to that targeted remains within the probability of assump�ons and
methodology used in the metallurgical interpreta�on of the deposit.
In reference to the geometallurgical investigations to date, discussions with the Company indicate that
investigations have been completed in terms of the variability of particle size distribution (PSD) and the VHM
deportment across the mining areas. Ongoing investigations continue to refine the geometallurgical model
to minimise any additional risk to production outcomes than modelled due to ore variability. CSA Global
concurs with MTPL’s opinion that simulation and modelling indicate that the plant has adequate latent facility
to handle variability in PSD, including high slimes and high coarse fraction ores.
The flowsheet proposed by MTPL does not include any novel processing units, hence the technology risk is
limited. Reduction of the technology risk to very low levels is considered achievable during the detailed
design phase, and it is recommended that this objective be aggressively pursued.
CSA Global notes that additional drilling is underway by the Company to generate samples (110 tonnes) to
validate the proposed concentrator flowsheet. It is understood that the flowsheet verification testwork will

CSA Global Report Nº R192.2022 IV

VHM Limited | Prospectus 233

 VHM LIMITED
Goschen Project – Independent Technical Assessment Report

be conducted over the next few months. A key objective will be to maintain the proportion of stranded
recycles to <10% by weight of the feed.
The follow-up work that the Company is presently undertaking includes:
• A FEED op�misa�on study, and rare earth hydrometallurgical circuit engineering study to bring this
aspect up to DFS standard.
• Verifica�on testwork, bulk sample testwork, etc., to provide sample for the hydrometallurgical circuit
testwork campaign and further validate the tes�ng carried out earlier. This will include further analysis
of open stream accoun�ng.
• Increasing the volume of REMC marke�ng samples as the basis for project revenue projec�ons in the
financial model.
• Iden�fying a reputable engineering, procurement and construc�on (EPC) contractor with a track
record of processing plant delivery in Victoria for the next FEED phases of work, and into the
implementa�on phase.
On an overall basis, the level of project development for the concentrator was assessed against the Project
Development Readiness Index criteria that is based on the AACE 1 international recommended practice
no. 18R-97 (AACE18R-97). For a DFS, the required level of project definition and engineering completion is
typically 10–40% and CSA Global’s review confirms that the work completed by the Company is within the
expected range.

REMC Testwork and Marketing Assessments

The REMC may contribute significantly to project revenues. Initial characterisation testwork on composite
samples from mining Areas 2, 3 and 4 was followed by detailed characterisation on samples from Area 1 (this
includes what was formerly Area 2 South). The currently proposed development only mines Areas 1 and 3.
The characterisation testwork was followed by testwork on a bulk composite sample from Area 3.
The Area 3 sample was processed through equipment designed to emulate a full-scale FPP, WCP and REMFC.
Testwork was completed in batch mode and concluded that standard flotation techniques were suitable to
recover a REMC from the HMC and defined a suitable reagent scheme which would float rare earth minerals
(REM) with very high selectivity. A second round of flotation testwork included batch tests to confirm the
stability of the results from the first program. The grade and rare earth element (REE) composition of the
REMC from both areas were comparable, demonstrating similarity in material sourced from different project
areas and the robustness of the circuit.
The main contaminants in the REMC were aluminium silicates which it was shown can be readily removed by
gravity to produce a premium product. Recovery of monazite to final REMC was 95.5%, and for xenotime,
91.1% relative across both flotation and gravity upgrade circuits. The final REMC assayed 58.9% total rare
earth oxide (REO). Mineralogy indicated 83% monazite and 11% xeno�me (i.e. ~94% REM).
CSA Global believes that the flowsheet is straightforward, with flotation shown to be highly selective at
separating REMs from the other VHM. The REMC is amenable to clean-up using gravity separation. A high
degree of flexibility has been built into the plant flowsheet with three gravity separation stages included to
fine tune the final quality of the REMC. There will also be a high degree of flexibility to respond to variations
in feed grade and market requirements.
VHML has conducted several meetings with principal manufacturing corporations in Europe and North
America, and with concentrate processors in Asia. The Company is presently in negotiations to progress non-
binding offtake arrangements (subject to customary conditions) with a major Asian-based processor.
Samples have also been sent to several Chinese processing facilities which have successfully extracted the
REM from the HMC through their facilities.

1
Association for the Advancement of Cost Engineering, an international organisation providing standards and best practice guidance on completing
projects to meet time, cost, investment and operational goals through the application of cost engineering and cost management principles, proven
methodologies, and the latest technology in support of the management process.

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Goschen Project – Independent Technical Assessment Report

Mining Study and Ore Reserves – Area 1 and Area 3

A strip-mining method is proposed, with ore and waste mined by truck and excavator. Mining dilution of 5%
and a mining recovery of 98% of diluted ore were assumed for the mining schedule; these factors were also
applied to the pit optimisation and cash flow model.
CSA Global considers that the selected mining method is appropriate, and that the allowances for dilution
and mining recovery are reasonable. More reliable information will be available once actual production data
is available.
Constraints to mining imposed by land access and cultural considerations were recognised for the OREs and
mine plan, however, they were not recognised by the MREs, resulting in Mineral Resources extending into
the exclusion zones. The exclusion zones are primarily defined by retention of trees etc., however, these
areas could be mined in the future, provided that VHML agreed to offset the trees that were removed for
mining. VHML is confident that any access issues will be resolved, in which event, the JORC Code Section 1.5.1
requirement for “reasonable prospects for economic development” is satisfied.
The proposed in-pit co-disposal of mining waste and process tailings is normal practice for much of the
mineral sands mining industry, both within Australia and overseas. VHML has developed, a relatively risk-
free mine waste/process tailings co-disposal system. The FEED and detailed design phases will include an
overall risk assessment that will encompass the full lifecycle from design, construction, implementation,
operations, closure, and closure liabilities. CSA Global endorses this approach to risk minimisation.
In estimating Ore Reserves, Auralia applied capital and operating costs provided by MTPL and Majesso
Consulting Pty Ltd (Majesso), and those derived internally. Reference prices for commodities were provided
by TZMI and Adamas Intelligence. Prices applied in the optimisation and cash flow modelling took into
account transport and logistics costs, and quality adjustments. Commodity prices were noted as having the
greatest impact on the potential economic performance of the Ore Reserve.
CSA Global has reviewed the parameters applied in the Ore Reserve estimation and considers them
appropriate. CSA Global considers the key parameters adopted for the OREs provide a ±15% level of
confidence and meet the standards required of a DFS.

Project Implementation and Delivery

The Company has an advanced delivery strategy and is taking forward an EPC model. It is in advanced
negotiations with MTPL as the initial lead consultant for the EPC. MTPL in undertaking the testwork and study
engineering enables development of process guarantees as part of the FEED program, with MTPL supplying
engineering and procurement as part of the FEED program. VHML is also progressing early contractor
involvement in the EPC process as part of the FEED program. The EPC contractor’s engagement is planned
for 2023.
The FEED program will deliver capital and operating estimates with an accuracy of +/-5% to 10%. The
Company is progressing an outsourcing model to deliver the key elements of the project, with MTPL initially
managing all activities relating to the development of the process plant and balance of plant infrastructure.
Exclusions to MTPL’s services include site management, exploration, mineral resource and tenement
management, all of which will be managed by RSA. Mining services will be provided by a mining contractor
selected by a commercial tender process. Mining engineering services will continue with Auralia, and human
resources and industrial relations will be provided through Mapien Workplace Strategists and BDO Australia.
CSA Global is satisfied that the Project Implementation and Delivery proposals are sound and will mitigate
risk in most areas.

DFS Capital Costs, Operating Costs and Production Estimates

The DFS is based on a 20-year mine life with a process plant throughput rate of 5 Mtpa. Ore Reserves are,
however, sufficient to support a 40-year mine life, with the likely conversion of known Mineral Resources to

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Ore Reserves, and further additions to Ore Reserves from exploration success, almost certain to extend mine
life well beyond 40 years.
The DFS estimate of pre-production and implementation capital costs is A$439 million, which is summarised
below. The costs are current as of fourth quarter 2021.
Table 1: Goschen DFS Stage 1 pre-production capital cost estimate
Facility area Total (A$)
Mining unit plant (MUP) $18,916,379
Wet concentrator plant (WCP) $85,500,207
Rare earth minerals flotation circuit (REMFC) $44,192,436
Non-process infrastructure (NPI) $189,121,559
Pre-implementation - Land, approvals, drilling $47,604,457
Pre-implementation – Study and project development $32,396,679
Mining contractors pre-production $21,500,000
Total CAPEX $439,231,717

Capital for the FPP is included within that for the WCP. The implementation capital excludes sustaining and
deferred capital of A$12.9 million and A$49.1 million respectively, which are not expected to be drawn upon
until two years after the commencement of operations.
The capital cost for the MSP is estimated at A$148 million and it has not been included in the currently
proposed development so as to limit the capital requirement. Although the MSP will be further advanced as
a part of the FEED studies, its development will be deferred unless necessitated by external or other factors,
and it will now form the basis for the second stage of development.
The DFS estimate of annual operating costs is summarised below, which indicates an average operating cost
of A$21.47/t run-of-mine (ROM) ore processed.
Table 2: Goschen annual operating cost estimate
Area Annual cost (A$) %
Mining contractor $50,799,000 42%
Tailings contractor $3,000,000 3%
Site services $11,489,402 10%
Site management $6,419,000 5%
Process plant $20,694,836 17%
Power station $12,533,874 10%
Water pump station $3,303,504 3%
Product transport and logistics $12,604,360 10%
Total $120,843,976 100%

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Table 3: Goschen DFS life-of-mine production estimates

Life-of-mine totals Value Unit %
Waste mined 260,217,000 tonnes
Ore mined 98,683,000 tonnes
Ore grade THM 3.97%
THM in mined ore 3,915,000 Tonnes

HM in mined ore
Zircon 918,500 Tonnes 23.5%
Rutile 390,700 Tonnes 10.0%
Leucoxine 333,900 Tonnes 8.5%
Ilmenite 986,600 Tonnes 25.2%
Monazite 143,300 Tonnes 3.7%
Xenotime 26,600 Tonnes 0.7%
Other HM 1,115,400 Tonnes 28.5%
Total 3,915,000 Tonnes 100.0%
Final products recovered from ore feed
P-Float concentrate containing:
Zircon 813,800 Tonnes 88.6% recovery
Titanium minerals 1,178,000 Tonnes 68.8% recover
Rare Earth Minerals concentrate containing
Rare earth minerals 150,000 Tonnes 88.1% recover

Total final products recovered from ore feed 2,141,800 Tonnes 76.5% Overall VHM recovery

There are a number of comments and observations throughout this Report to the effect that further work,
testing and optimisation is recommended to better refine costs estimates and the certainty of other inputs
into the Goschen Project. This is in line with the particular stage of development work being undertaken by
VHML. It is acknowledged that VHML's stated intentions in its Prospectus are to raise funds to conduct this
additional work, including FEED studies, FEED and other optimisation work, preparatory to, and to enable, a
Final Investment Decision to proceed.

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Table 4: Company Mineral Resource inventory – THM assemblage (as of 30 June 2021)
Mineral In situ Bulk Oversize THM assemblage (2)
Material THM Slimes
Area Resource THM density material Zircon Rutile Leucoxene Ilmenite Monazite Xenotime
(Mt) (%) (%)
category (Mt) (gcm3) >2 mm (%) (%) (%) (%) (%) (%) (%)
Measured 30.7 1.8 1.76 5.72 15 5 29.9 10.8 9.0 24.7 4.3 0.8
Area 1 Indicated 62.2 1.4 1.72 2.31 18 2 26.6 11.5 9.2 25.0 4.6 0.9
Total (1) 92.9 3.2 1.73 3.44 17 3 27.7 11.2 9.1 24.9 4.5 0.8

VHM Limited | Prospectus

Indicated 26.0 0.7 1.72 2.80 20 8 22.0 16.0 12.0 25.0 3.0 1.0
Area 2 West
Total (1) 26.0 0.7 1.72 2.80 20 8 22.0 16.0 12.0 25.0 3.0 1.0
Indicated 204.1 6.9 1.73 3.38 19 3 19.2 9.0 8.0 25.0 3.2 0.6
Area 3 Inferred 287.7 6.7 1.72 2.32 18 3 17.2 8.7 7.5 22.7 2.9 0.5
Total (1) 491.8 13.6 1.73 2.76 18 3 18.2 8.9 7.7 23.9 3.0 0.6
Indicated 18.0 0.8 1.74 4.60 20 5 19.0 11.0 10.0 24.0 3.0 1.0
Area 4
Total (1) 18.0 0.8 1.74 4.60 20 5 19.0 11.0 10.0 24.0 3.0 1.0
Measured 30.7 1.8 1.76 5.72 15 5 29.9 10.8 9.0 24.7 4.3 0.8
Indicated 310.3 9.8 1.73 3.19 19 3 20.5 10.1 8.6 24.9 3.4 0.7
GRAND TOTAL
Inferred 287.7 6.7 1.72 2.32 18 3 17.2 8.7 7.5 22.7 2.9 0.5
TOTAL 628.7 18.3 1.73 2.92 18 3 20.2 9.6 8.2 24.1 3.3 0.6
Notes: Any discrepancies in totals are a function of rounding. (1) Mineral Resources reported at a cut-off grade of 1.0% THM. (2) Mineral assemblage, via QEMSCAN Particle Analysis, is reported as a percentage of
in situ THM content.

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Table 5: Company MREs for Area 1, Area 2 West, Area 3 Extended and Area 4 – REO as of 30 June 2021
In Oversize REO
Mineral Bulk
Material situ THM Slimes material
Area Resource density CeO2 Dy2O3 Er2O3 Eu2O3 Gd2O3 La2O3 Nd2O3 Pr6O11 Sm2O3 Tb4O7 Tm2O3 Y2O3 Yb2O3 TREO
(Mt) THM 3 (%) (%) >2 mm
category (g/cm ) (%) (%) (%) (%) (%) (%) (%) (%) (%) (%) (%) (%) (%) (%)
(Mt) (%)
Measured 30.7 1.8 1.76 5.72 15 5 0.96 0.07 0.05 0.004 0.06 0.48 0.38 0.11 0.07 0.01 0.008 0.47 0.05 2.72
Area 1 Indicated 62.2 1.4 1.72 2.31 18 2 1.11 0.07 0.05 0.004 0.07 0.53 0.46 0.12 0.08 0.02 0.007 0.48 0.05 3.04
Total (1) 92.9 3.2 1.73 3.44 17 3 1.06 0.07 0.05 0.004 0.07 0.51 0.43 0.12 0.08 0.02 0.008 0.48 0.05 2.94
Indicated 26.0 0.7 1.72 2.80 20 8 0.66 0.06 0.04 0.003 0.05 0.31 0.28 0.07 0.05 0.01 0.010 0.39 0.04 1.97
Area 2 West
Total (1) 26.0 0.7 1.72 2.80 20 8 0.66 0.06 0.04 0.003 0.05 0.31 0.28 0.07 0.05 0.01 0.010 0.39 0.04 1.97
Indicated 204.1 6.9 1.73 3.38 19 3 0.78 0.05 0.04 0.003 0.05 0.36 0.33 0.09 0.06 0.01 0.010 0.37 0.04 2.19
Area 3 Inferred 287.7 6.7 1.72 2.32 18 3 0.76 0.05 0.03 0.003 0.05 0.35 0.31 0.08 0.06 0.01 0.010 0.36 0.03 2.10
Total (1) 491.8 13.6 1.73 2.76 18 3 0.77 0.05 0.03 0.003 0.05 0.36 0.32 0.09 0.06 0.01 0.010 0.36 0.04 2.14
Indicated 18.0 0.8 1.74 4.60 20 5 0.67 0.05 0.03 0.002 0.05 0.32 0.28 0.07 0.05 0.01 0.006 0.33 0.04 1.90
Area 4
Total (1) 18.0 0.8 1.74 4.60 20 5 0.67 0.05 0.03 0.002 0.05 0.32 0.28 0.07 0.05 0.01 0.006 0.33 0.04 1.90
Measured 30.7 1.8 1.76 5.72 15 5 0.96 0.07 0.05 0.004 0.06 0.48 0.38 0.11 0.07 0.01 0.008 0.47 0.05 2.72
GRAND Indicated 310.3 9.8 1.73 3.19 19 3 0.81 0.05 0.04 0.003 0.05 0.38 0.34 0.09 0.06 0.01 0.009 0.38 0.04 2.27
TOTAL Inferred 287.7 6.7 1.72 2.32 18 3 0.76 0.05 0.03 0.003 0.05 0.35 0.31 0.08 0.06 0.01 0.010 0.36 0.03 2.10
TOTAL 628.7 18.3 1.73 2.92 18 3 0.81 0.05 0.04 0.003 0.05 0.38 0.33 0.09 0.06 0.01 0.009 0.38 0.04 2.25
Area Material (t) In situ TREO grade (2) (%) In situ TREO (t)
Mineral Resource (Measured, Indicated, and Inferred) for Area 1, Area 2 West, Area 3 and Area 4 628,703,134 0.07 413,107
Notes: Any discrepancies in totals are a function of rounding. (1) Mineral Resources reported at a cut-off grade of 1.0% THM. (2) In-situ TREO grade is calculated by THM grade (2.92%) multiplied by TREO grade
(2.24%).

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Table 6: Company Ore Reserves for Area 1 and Area 3 (as of 31 March 2022)
Area Date Classification Ore (Mt) THM (%) Zircon (%) Rutile (%) Leucoxene (%) Ilmenite (%) Monazite (%) Xenotime (%)
Proved 24.5 5.4 29.9 10.8 9 24.7 4.3 0.8
Area 1 Mar 2021
Probable 14.6 3.2 29.2 11.7 9.2 25.5 4.5 0.9
Area 3 Feb 2021 Probable 159.6 3.5 20.3 9.4 8.1 25.8 3.4 0.6
Proved 24.5 5.4 29.9 10.8 9 24.7 4.3 0.8
Total
Probable 174.2 3.5 21 9.6 8.2 25.8 3.5 0.6

VHM Limited | Prospectus

GRAND TOTAL 198.7 3.7 21.7 9.7 8.2 25.7 3.5 0.6
CeO2 Dy2O3 Er2O3 Eu2O3 Gd2O3 La2O3 Nd2O3 Pr6O11 Sm2O3 Tb4O7 Tm2O3 Y2O3 Yb2O3 TREO
Area Date Classification
(%) (%) (%) (%) (%) (%) (%) (%) (%) (%) (%) (%) (%) (%)
Proved 0.96 0.07 0.05 0.004 0.06 0.48 0.38 0.11 0.07 0.012 0.008 0.47 0.05 2.72
Area 1 Mar 2021
Probable 0.971 0.067 0.047 0.004 0.06 0.468 0.4 0.108 0.072 0.011 0.007 0.458 0.05 2.721
Area 3 Feb 2021 Probable 0.805 0.057 0.039 0.003 0.056 0.378 0.339 0.093 0.064 0.009 0.006 0.386 0.04 2.297
Proved 0.96 0.07 0.05 0.004 0.06 0.48 0.38 0.11 0.07 0.012 0.008 0.47 0.05 2.72
Total
Probable 0.817 0.058 0.039 0.003 0.056 0.385 0.344 0.094 0.065 0.009 0.006 0.391 0.041 2.328
GRAND TOTAL 0.844 0.06 0.041 0.003 0.057 0.402 0.351 0.097 0.066 0.01 0.006 0.406 0.043 2.401

Table 7: Goschen Project DFS Ore Reserves as of 31 March 2022 (subset of global Company Ore Reserves)
Area Date Classification Ore (Mt) THM (%) Zircon (%) Rutile (%) Leucoxene (%) Ilmenite (%) Monazite (%) Xenotime (%)
Proved 25.5 5.6 29.6 10.8 9.1 24.7 4.3 0.8
Area 1 Mar 2021
Probable 7.6 2.2 27.6 12.7 10.5 25.9 4.3 0.9
Area 3 Feb 2021 Probable 65.7 3.6 19.7 9.1 7.9 25.3 3.3 0.6
Proved 25.5 5.6 29.6 10.8 9.1 24.7 4.3 0.8
Total
Probable 73.3 3.4 20.2 9.3 8.1 25.4 3.4 0.6
GRAND TOTAL 98.8 4 23.6 9.9 8.5 25.1 3.7 0.7
CeO2 Dy2O3 Er2O3 Eu2O3 Gd2O3 La2O3 Nd2O3 Pr6O11 Sm2O3 Tb4O7 Tm2O3 Y2O3 Yb2O3 TREO
Area Date Classification
(%) (%) (%) (%) (%) (%) (%) (%) (%) (%) (%) (%) (%) (%)
Proved 0.96 0.07 0.05 0.004 0.06 0.48 0.38 0.11 0.07 0.012 0.008 0.47 0.05 2.72
Area 1 Mar 2021
Probable 0.957 0.065 0.045 0.003 0.059 0.454 0.398 0.104 0.071 0.012 0.007 0.456 0.05 2.682
Area 3 Feb 2021 Probable 0.795 0.056 0.038 0.003 0.055 0.373 0.335 0.091 0.063 0.009 0.006 0.383 0.039 2.271
Proved 0.96 0.07 0.05 0.004 0.06 0.48 0.38 0.11 0.07 0.012 0.008 0.47 0.05 2.72
Total
Probable 0.806 0.056 0.039 0.003 0.055 0.379 0.339 0.092 0.064 0.009 0.006 0.388 0.04 2.298
GRAND TOTAL 0.862 0.061 0.043 0.003 0.057 0.415 0.354 0.099 0.066 0.01 0.007 0.417 0.044 2.451
Note: The Proved Ore Reserves stated in Table 6are larger than those stated in Table 7 due to a reduction in the required offset between the pit crest and vegetation to be conserved around the pit.

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Contents
Report prepared for .................................................................................................................................................. I
Report issued by ....................................................................................................................................................... I
Report information ................................................................................................................................................... I
Author and Reviewer Signatures .............................................................................................................................. I

EXECUTIVE SUMMARY ................................................................................................................................................ II

Mineral Resources ................................................................................................................................................... II
Potential Additions to Mineral Resources .............................................................................................................. III
Metallurgy and Processing...................................................................................................................................... IV
REMC Testwork and Marketing Assessments .......................................................................................................... V
Mining Study and Ore Reserves – Area 1 and Area 3 ............................................................................................. VI
Project Implementation and Delivery ..................................................................................................................... VI
DFS Capital Costs, Operating Costs and Production Estimates ............................................................................... VI

1 INTRODUCTION ................................................................................................................................................ 1
1.1 Context, Scope, and Terms of Reference .................................................................................................. 1
1.2 Compliance with the VALMIN and JORC Codes ......................................................................................... 1
1.3 Principal Sources of Information and Reliance on Other Experts.............................................................. 2
1.4 Authors of the Report ................................................................................................................................ 2
1.5 Independence ............................................................................................................................................ 4
1.6 Declarations ............................................................................................................................................... 4
1.6.1 Purpose of this Document ................................................................................................................ 4
1.6.2 Practitioner/Competent Persons’ Statement ................................................................................... 4
1.6.3 Site Inspection .................................................................................................................................. 5

2 ABOUT THIS REPORT ........................................................................................................................................ 6

3 BACKGROUND .................................................................................................................................................. 7
3.1 Goschen Project Location, Access, and Infrastructure .............................................................................. 7
3.2 Climate and Topography............................................................................................................................ 8
3.3 Tenure ........................................................................................................................................................ 9

4 GEOLOGY........................................................................................................................................................ 11
4.1 Regional Geology ..................................................................................................................................... 11
4.2 Local Geology ........................................................................................................................................... 11
4.3 Mineralisation .......................................................................................................................................... 12
4.4 Exploration History .................................................................................................................................. 13

5 DATA .............................................................................................................................................................. 14
5.1 Assessment of Historical Data ................................................................................................................. 14
5.2 VHML Drilling ........................................................................................................................................... 14
5.3 Sample Analysis ....................................................................................................................................... 15
5.4 Discussion of Analysis of Results from Using Variable Screen Sizes ........................................................ 16

6 MINERAL RESOURCES ..................................................................................................................................... 19

6.1 Data Provided for Mineral Resource Estimation ..................................................................................... 19

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6.2 Goschen Area 1 (1 East and 1 West) Mineral Resource Estimate ........................................................... 19
6.2.1 Drilling Data .................................................................................................................................... 19
6.2.2 Interpretation and Modelling ......................................................................................................... 20
6.2.3 Block Model Validation and Classification ...................................................................................... 23
6.3 Goschen Area 3 Extended Mineral Resource Estimate ........................................................................... 25
6.3.1 Drilling Data and Bulk Samples ....................................................................................................... 27
6.3.2 Interpretation and Modelling ......................................................................................................... 29
6.3.3 Block Model Validation and Classification ...................................................................................... 30

7 MINING .......................................................................................................................................................... 33
7.1 Mining Operations ................................................................................................................................... 33
7.2 Mining Schedule ...................................................................................................................................... 36
7.3 CSA Global Review Comments ................................................................................................................. 37
7.4 Mining Waste and Process Tailings Disposal ........................................................................................... 37
7.5 Mining Costs ............................................................................................................................................ 39
7.6 CSA Global Questions re Mining Proposals ............................................................................................. 39

8 METALLURGY AND PROCESSING .................................................................................................................... 41

8.1 Process Overview..................................................................................................................................... 41
8.2 Metallurgical Testwork ............................................................................................................................ 42
8.3 REMC Testwork and Marketing Assessments.......................................................................................... 45
8.3.1 REMC Testwork .............................................................................................................................. 45
8.3.2 Market Acceptance of Product....................................................................................................... 46
8.4 Process Plant Design Criteria ................................................................................................................... 46
8.5 Plant feed parameters ............................................................................................................................. 48
8.6 Process Equipment Selection................................................................................................................... 50
8.7 Key Conclusions ....................................................................................................................................... 51

9 INFRASTRUCTURE ........................................................................................................................................... 52
9.1 Power Supply ........................................................................................................................................... 52
9.2 Water Supply ........................................................................................................................................... 52
9.3 Site Buildings and Roads .......................................................................................................................... 53
9.4 General Infrastructure ............................................................................................................................. 53

10 CAPITAL COSTS ............................................................................................................................................... 55

11 PROJECT DELIVERY ......................................................................................................................................... 57

12 OPERATING COSTS ......................................................................................................................................... 58

13 ORE RESERVES AREA 1 AND AREA 3 ............................................................................................................... 60

13.1.1 Pit Optimisation Inputs................................................................................................................... 60
13.2 Resource Model and Pit Optimisation ..................................................................................................... 63
13.2.1 Processing and Product Suite ......................................................................................................... 63
13.2.2 Optimisation Methodology ............................................................................................................ 64
13.3 Ore Reserve Statement............................................................................................................................ 64
13.4 Summary of Review of Ore Reserves Estimation..................................................................................... 65

14 FUTURE EXPLORATION AND PROJECT DEVELOPMENT.................................................................................... 67

14.1 Resource Extension and Upgrade Adjacent to Mining Areas .................................................................. 67
14.1.1 Goschen Exploration Target ........................................................................................................... 67

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14.2 Future Exploration ................................................................................................................................... 72

14.2.1 Current Status ................................................................................................................................ 72
14.2.2 Future Exploration Plans ................................................................................................................ 73
14.2.3 Statutory Obligations...................................................................................................................... 73
14.3 Cannie ...................................................................................................................................................... 74
14.3.1 Overview ........................................................................................................................................ 74
14.3.2 Historical Exploration ..................................................................................................................... 74
14.3.3 Planned Exploration ....................................................................................................................... 74
14.4 Nowie ....................................................................................................................................................... 75
14.4.1 Overview ........................................................................................................................................ 75
14.4.2 Historical Exploration ..................................................................................................................... 75
14.4.3 Planned Exploration ....................................................................................................................... 75
14.5 Cygnus...................................................................................................................................................... 75
14.5.1 Overview ........................................................................................................................................ 75

15 RISKS .............................................................................................................................................................. 76
15.1 Mineral Resource Estimation................................................................................................................... 76
15.2 Mineral Processing and Metallurgical Testing ......................................................................................... 76
15.3 Mine Planning and Ore Reserves ............................................................................................................. 78

16 USE OF FUNDS ................................................................................................................................................ 79

17 REFERENCES ................................................................................................................................................... 80

18 ABBREVIATIONS AND UNITS OF MEASUREMENT ........................................................................................... 83

Figures
Figure 1: Location map ............................................................................................................................................................... 8
Figure 2: Regional topography ................................................................................................................................................... 9
Figure 3: VHML tenements and project areas.......................................................................................................................... 10
Figure 4: Regional structural zones of Victoria......................................................................................................................... 12
Figure 5: Location of the Company’s Resource Areas – Area 1 (East and West), Area 2 West, Area 3 Extended, and Area 4 . 14
Figure 6: Area 1 East and Area 1 West, 38 µm data and 20 µm data ....................................................................................... 17
Figure 7: A typical section through Area 1 showing the domains (zones) and downhole gamma responses .......................... 21
Figure 8: Derivation of formula for bulk density conversion factor ......................................................................................... 22
Figure 9: Area 1 East (Section 6053200mN) showing the correlation between drillhole assay grades and interpolated block
model grades ............................................................................................................................................................. 23
Figure 10: Area 1 typical example of a swath plot along the northing for THM, slimes, and oversize....................................... 24
Figure 11: Plan showing the location of holes used to create the composite samples used for mineral assemblage
determination ........................................................................................................................................................... 27
Figure 12: Plan showing the locations of drillholes used for THM, slimes and oversize estimation in Area 3 Extended ........... 28
Figure 13: Plan showing the location of drillholes that contributed sample to the 1.8-tonne bulk sample used in the
metallurgical testwork program ................................................................................................................................ 29
Figure 14: Representation of a west-east cross section through the Area 3 Extended Resource Area, showing the relative
location of the three mineralised zones (vertical exaggeration applied) .................................................................. 30
Figure 15: Area 3 block model coloured by lab assay THM grade and sliced at 400 m northings (Zones 1, 2 and 3 shown)..... 31
Figure 16: Area 3 block model coloured by QEMSCAN zircon grade and sliced at 400 m northings (Zones 1, 2 and 3 shown) 32
Figure 17: Mining block outlines for Area 1 (left) and Area 3 (the two areas are not shown to scale) ...................................... 34
Figure 18: Area 1 surface infrastructure .................................................................................................................................... 35
Figure 19: Area 3 surface infrastructure .................................................................................................................................... 36
Figure 20: High-level flowsheet .................................................................................................................................................. 41
Figure 21: Breakdown of process plant operating costs ............................................................................................................ 58

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Figure 22: Ore processed annually ............................................................................................................................................. 59

Figure 23: Goschen Area 1 JORC Resource classification ........................................................................................................... 61
Figure 24: Goschen Area 3 JORC classification ........................................................................................................................... 62
Figure 25: Goschen Exploration Target – material drill hole collars ........................................................................................... 69
Figure 26: Cross-sections and long section illustrating rationale of the Goschen Exploration Target ....................................... 71
Figure 27: Cannie Project – historical basis for targeting ........................................................................................................... 74

Tables
Table 1: Goschen DFS Stage 1 pre-production capital cost estimate ...................................................................................... VII
Table 2: Goschen annual operating cost estimate .................................................................................................................. VII
Table 3: Goschen DFS life-of-mine production estimates ...................................................................................................... VIII
Table 4: Company Mineral Resource inventory – THM assemblage (as of 30 June 2021) ....................................................... IX
Table 5: Company MREs for Area 1, Area 2 West, Area 3 Extended and Area 4 – REO as of 30 June 2021 ............................. X
Table 6: Company Ore Reserves for Area 1 and Area 3 (as of 31 March 2022) ....................................................................... XI
Table 7: Goschen Project DFS Ore Reserves as of 31 March 2022 (subset of global Company Ore Reserves) ........................ XI
Table 8: Summary of granted tenure held by the Company as of 14 October 2022............................................................... 10
Table 9: Summary of historical drilling within EL5520 (now RL6806) ..................................................................................... 13
Table 10: REEs analysed using XRF and typical mineral association ......................................................................................... 16
Table 11: Area 1 summary of drilling and assays ...................................................................................................................... 20
Table 12: Area 3 Extended Mineral Resource statement ......................................................................................................... 26
Table 13: Area 3 Extended REO content of whole rock analysis of the THM fraction .............................................................. 26
Table 14: Summary of input data applied, and method used to populate the block model .................................................... 30
Table 15: Bulk sample mineral assemblage grades and Area 3 South QEMSCAN mineral assemblage grades ........................ 31
Table 16: Proposed slope design angles ................................................................................................................................... 33
Table 17: Combined mining production schedule .................................................................................................................... 37
Table 18: Mining operating costs applied in optimisations ...................................................................................................... 39
Table 19: Mining operating costs applied in cash flow model .................................................................................................. 39
Table 20: CSA Global review questions and Auralia responses................................................................................................. 39
Table 21: Area 1 metallurgical composite................................................................................................................................. 43
Table 22: Summary of Ore Reserves ......................................................................................................................................... 49
Table 23: DFS Ore Reserves – a subset of Goschen global Ore Reserves .................................................................................. 49
Table 24: Goschen DFS life-of-mine production estimates ....................................................................................................... 50
Table 25: Total Project CAPEX estimate summary by facility areas inclusive of all contingencies and all expected EPC
contractors’ costs ...................................................................................................................................................... 55
Table 26: OPEX Estimate Summary by Category ....................................................................................................................... 58
Table 27: Ore Reserve optimisation parameters ...................................................................................................................... 60
Table 28: Process recoveries applied in the pit optimisations .................................................................................................. 64
Table 29: Goschen Combined Ore Reserves as of December 2021 .......................................................................................... 65
Table 30: Goschen Combined DFS Ore Reserves ...................................................................................................................... 65
Table 31: Goschen Exploration Target (GET 2022).................................................................................................................... 72
Table 32: Key processing risks, as reproduced from the DFS (Table 4.4 of Section 4) .............................................................. 76
Table 33: Use of funds .............................................................................................................................................................. 79

Appendix
Appendix A Compilation – JORC Code (2012 Edition) Table 1 for Area 1, Area 2W, Area 3 Extended, and Area 4
Appendix B HWL Ebsworth Report

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1 Introduction
1.1 Context, Scope, and Terms of Reference
CSA Global Pty Ltd (CSA Global), an ERM Group company, has been retained by VHM Limited (VHML or the
Company) to prepare an Independent Technical Assessment Report (ITAR) for use in a prospectus for an
Initial Public Offering (IPO) of14,814,815 fully paid ordinary shares at an issue price of A$1.35 per share to
raise A$20 million that will enable the Company to list on the Australian Securities Exchange (ASX). The funds
raised will be used for the purpose of project advancement, including front-end engineering and design
(FEED) studies, project development, and exploration and evaluation of the various project areas.
VHML has a large area held under tenements in north-western Victoria. Within these are heavy mineral sands
(HMS) deposits wherein VHML recognises four main project areas – Goschen, Cannie, Nowie, and Cygnus.
The proposed development of part of the Goschen heavy minerals/rare earth minerals (REM) deposits form
the main focus of this report. A high-level review of the Cannie, Nowie and Cygnus exploration projects has
also been completed.
The Company has completed a Prefeasibility level study for a rare earth hydrometallurgical circuit to recover
mixed REM carbonates from a rare earths mineral concentrate (REMC) that it is intended be separated from
the bulk heavy mineral concentrate (HMC) that will result from the conventional processing of HMS. The
hydrometallurgical circuit requires additional studies to bring it to a Definitive Feasibility (DFS) level of
confidence and is not included in current proposal for the development at Goschen. For these reasons, it is
not discussed in this report.
In preparing this ITAR, CSA Global has:
• Relied on the accuracy and completeness of the data provided to it by VHML, and that the Company
has made CSA Global fully aware of all material informa�on in rela�on to the projects.
• Relied on the Solicitors’ Tenement Report prepared by HWL Ebsworth (HWLE) in 2022 and the
Company’s representa�on that it will hold adequate security of tenure for explora�on and assessment
of the projects to proceed.
• Required that VHML provide an indemnity to the effect that the Company will compensate CSA Global
in respect of preparing the ITAR against any and all losses, claims, damages and liabili�es to which
CSA Global or its Associates may become subject under any applicable law or otherwise arising from
the prepara�on of the ITAR to the extent that such loss, claim, damage or liability is a direct result of
VHML or any of its directors or officers knowingly providing CSA Global with any false or misleading
informa�on, or the Company, or its directors or officers knowingly withholding material informa�on.
• Required an indemnity that VHML would compensate CSA Global for any liability rela�ng to any
consequen�al extension of workload through queries, ques�ons, or public hearings arising from this
ITAR.

1.2 Compliance with the VALMIN and JORC Codes

This report has been prepared in accordance with the Code for the Technical Assessment and Valuation of
Mineral and Petroleum Assets and Securities for Independent Expert Reports 2015 (VALMIN 2 Code), the
JORC 3 Code, and the rules and guidelines issued by such bodies as the Australian Securities and Investments
Commission (ASIC) and ASX that pertain to Independent Expert Reports. Both the VALMIN Code and JORC
Code are binding upon Members of the Australian Institute of Geoscientists (AIG) and the Australasian
Institute of Mining and Metallurgy (AusIMM).

2 Australasian Code for Public Reporting of Technical Assessments and Valuations of Mineral Assets (The VALMIN Code), 2015 Edition, prepared by
the VALMIN Committee of the Australasian Institute of Mining and Metallurgy and the Australian Institute of Geoscientists.
<http://www.valmin.org>
3 Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves. The JORC Code, 2012 Edition. Prepared by: The Joint
Ore Reserves Committee of The Australasian Institute of Mining and Metallurgy, Australian Institute of Geoscientists and Minerals Council of
Australia (JORC). <http://www.jorc.org>

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1.3 Principal Sources of Information and Reliance on Other Experts

CSA Global has based its review of the Project on information made available to the principal authors by
VHML, along with technical reports prepared by consultants, government agencies and previous tenement
holders, and other relevant published and unpublished data. CSA Global has also relied upon discussions with
The Company’s management for information contained within this assessment. This ITAR has been based
upon information available up to and including 21 November 2022.
CSA Global has endeavoured, by making all reasonable enquiries, to confirm the authenticity, accuracy, and
completeness of the technical data upon which this ITAR is based. Unless otherwise stated, information and
data contained in this technical report, or used in its preparation, have been provided by VHML in the form
of documentation and digital data.
The Company was provided a final draft of this ITAR and requested to identify any material errors or
omissions, errors of fact or interpretation.
VHML has warranted to CSA Global that the information provided for the preparation of this ITAR correctly
represents all material information relevant to the Project. Full details on the tenements are provided in the
HWLE report prepared in October 2022. CSA Global has relied on this report and makes no other assessment
or assertion as to the legal title of the tenements and is not qualified to do so. CSA Global has not
independently reviewed or verified any of the underlying agreements, which are described in the HWLE
report under Summary of Material Agreements.
This ITAR contains statements attributable to third parties. These statements are made or based upon
statements made in previous technical reports that are publicly available from either government sources or
the ASX. The authors of these reports have not been asked for consent for their statements being used in
this ITAR but are included in accordance with ASIC Corporations (Consent and Statements) Instrument
2016/72.

1.4 Authors of the Report

CSA Global is a privately owned, mining industry consulting company headquartered in Perth, Western
Australia (WA). CSA Global provides geological, resource, mining, management and corporate consulting
services to the international mining sector and has done so for more than 30 years. This ITAR has been
prepared by a team of consultants sourced principally from CSA Global’s Perth, WA office. The individuals
who have provided input to the ITAR have extensive experience in the mining industry and, are members in
good standing of appropriate professional institutions.
The following individuals, by virtue of their education, experience and professional association, are
considered Competent Persons, as defined in the JORC Code (2012). The Competent Persons’ individual areas
of responsibility are presented below:
• Coordina�ng author – Ms Ivy Chen, Principal Consultant with CSA Global in Perth, WA, is responsible
for the en�re ITAR.
• Principal author – Mr Ray Cary, Principal Associate Consultant with CSA Global in Perth, WA, is
responsible for final compila�on and edi�ng of the ITAR.
• Contribu�ng author – Mr Anthony Wesson, Principal Resource Evalua�on Consultant with CSA Global
in Perth, WA, is responsible for reviewing and assessing sampling procedures and quality assurance
and controls, and for reviewing the Mineral Resource es�mates (MREs) and their classifica�on.
• Contribu�ng author – Mr Jemini Bhargava, Principal Mining Engineer with CSA Global in Perth, WA, is
responsible for reviewing and assessing the Ore Reserve es�mates (OREs) and inputs into the ORE
process.
• Contribu�ng author – Mr Howard Simpson, Mining Manager, Consul�ng Director with CSA Global in
Brisbane, Queensland, is responsible for reviewing and assessing the mining, ORE es�mates and inputs
into the ORE process, and for peer review of and co-authorship of the sec�ons of the ITAR assigned to
Mr Bhagarva.

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• Contribu�ng author – Mr David Chambers, Manger Projects and Studies for NewPro Engineering &
Consul�ng Services Pty Ltd in Perth, WA, is responsible for reviewing and assessing metallurgy and
processing for the concentrator component of the Goschen Project.
• Contribu�ng author – Mr Paul Newling, Principal Project Consultant of NewPro Engineering &
Consul�ng Services Pty Ltd in Perth, WA, is responsible for peer review of and co-authorship the
sec�ons of the ITAR assigned to David Chambers.
• Peer reviewer – Mr Graham Jeffress, Manager Corporate of CSA Global in Perth, WA, is responsible for
the en�re ITAR. Mr Jeffress is also responsible for technical oversight and direct regional knowledge
sufficient that a site visit was not deemed necessary.
Ms Ivy Chen is a corporate governance specialist with over 30 years’ experience in mining and resource
estimation. She served as the national geology and mining adviser for ASIC from 2009 to 2015. Ms Chen’s
experience in the mining industry in Australia and China as an operations and consulting geologist includes
open pit and underground mines for gold, manganese and chromite, and as a consulting geologist she has
conducted mineral project evaluation, strategy development and implementation, through to senior
corporate management roles. Recent projects completed include listings and other commercial transactions
on the Australian, Singapore, Hong Kong and United Kingdom stock exchanges. Ms Chen is a company
director and is a member of the VALMIN Committee.
Mr Ray Cary is an independent consultant who frequently works with CSA Global as a Principal Associate
Consultant. He has almost 50 years’ experience working in all facets of the industry, almost 30 years of which
have been as an independent consultant. Mr Cary’s specialties include feasibility studies, feasibility study
review and gap analysis, due diligence and financial modelling from scoping study level up to banking
standards. He has experience in most commodities and has worked extensively both within Australia and
overseas.
Mr Anthony Wesson is a mineral resource engineer with over 45 years’ experience in operations, planning,
consultancy and corporate roles for major mining companies. His strengths include mineral resource
estimation and the application of advanced geostatistical methods, reconciliation, sampling theory and
implementation, geometallurgy, due diligence, corporate governance and technology research and
development. Mr Wesson has global experience across a range of commodities and styles of mineralisation,
including minerals sands, titanium, and zircon.
Mr Howard Simpson is an experienced mining professional who has undertaken the delivery of mining
engineering, mine planning and economic evaluation for projects, technical studies, and operations. He has
delivered projects and studies across multiple geographies and commodities, with responsibilities for design,
planning, scheduling of mine operations, and economic evaluation. Howard has had a particular focus on
innovation throughout his career including technology solutions, integrated mining systems such as in-pit
crushing and conveying, and new and alternative mining methodologies.
Mr Jemini Bhargava is a principal mining engineer with more than 17 years’ experience in open pit mining.
He has specialised skills encompassing technical studies and project evaluation, continuous improvement
and change management, benchmarking and data analytics, technical audits, and risk assessment.
Mr Bhargava has demonstrated capabilities regarding technical and economic analyses of various standard
open pit methodologies, emerging, and innovative technologies such as pit-to-port optimisation, Trolley
Assist, in-pit crushing and conveying, surface miners, and mine automation. Mr Bhargava has also managed
the procurement of a new fleet of mining equipment and led the technical and commercial negotiations. He
has advanced consultancy expertise across multiple commodities and geographies and various open pit
extraction methods.
Mr David Chambers holds a Bachelor of Engineering (Metallurgy) from the University of Queensland in
Australia and has overseen numerous feasibility studies including significant rare earths project experience
gained through the management of the Canadian Fox Harbour CREE project at scoping and prefeasibility
study level (soon to move into the DFS phase) and the Ugandan Makuutu project at scoping study level. He
is a Fellow of the Institution of Engineers Australia (FIEAust) and a Chartered Professional Engineer (CPEng)

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as well as a Member (foreign licensee) of the Association of Professional Engineers and Geoscientists of
Alberta (Peng). Mr Chambers has over 35 years of project delivery experience in Australia, Canada, South
America (Brazil, Chile, Peru, Uruguay), and Africa (Guinea/DRC); working within multinational organisations.
Mr Paul Newling holds a Bachelor of Applied Science (Extractive Metallurgy) from the WA School of Mines
and a Master of Business Administration (Technology Management) from Deakin University Vic. He is a
Fellow of the AusIMM and a Chartered Professional Metallurgist (Cpmet), as well as a member of the
Australian Institute of Project Management. Mr Newling has had significant experience in assessing and
developing rare earth projects. He has been leading multi-discipline project delivery teams for over 20 years,
including overseeing project management, project services, detailed design, procurement, construction and
commissioning, serving in contractor, owner and independent technical engineer (lender ITE) roles. Before
this, Mr Newling had operational roles within mining companies.
Mr Graham Jeffress is a geologist with over 30 years’ experience in exploration geology and management in
Australia, Papua New Guinea, and Indonesia. He has worked in exploration (ranging from grassroots
reconnaissance through to brownfields, near-mine, and resource definition), project evaluation and mining
in a variety of geological terrains, commodities, and mineralisation styles within Australia and internationally.
Mr Jeffress has completed numerous independent technical reports (IGR, CPR, QPR) and valuations of
mineral assets.

1.5 Independence
CSA Global is an independent minerals industry consultancy. Neither CSA Global, nor the authors of this ITAR,
has or has had previously, any material interest in VHML or the mineral properties in which the Company has
an interest. CSA Global’s relationship with the Company is solely one of professional association between
client and independent consultant. Fees are being charged to VHML at a commercial rate for the preparation
of this ITAR, the payment of which is not contingent upon the conclusions of the ITAR. There is no formal
agreement between CSA Global and VHML as to the Company engaging CSA Global for further work.
No member or employee of CSA Global is, or is intended to be, a director, officer or other direct employee
of VHML. No member or employee of CSA Global has, or has had, any shareholding in the Company.

1.6 Declarations
1.6.1 Purpose of this Document
This ITAR has been prepared by CSA Global for inclusion in a prospectus prepared for the purposes of Chapter
6D.2 of the Corporations Act and for provision to investors. Its purpose is to provide an ITAR of the Company’s
Goschen Project, and a high-level review of the Company’s other projects, including the Goschen Exploration
Target, Cannie, Nowie and Cygnus projects.
The statements and opinions contained in this ITAR are given in good faith and in the belief, that they are not
false or misleading. The conclusions are based on information available up to 21 November 2022, which could
alter over time depending on exploration results, mineral prices, and other relevant market factors.

1.6.2 Practitioner/Competent Persons’ Statement

The information in this ITAR (Sections 4, 5, 6, and 14) that relates to technical assessment of the Mineral
Assets, Exploration Targets, or Exploration Results is based on, and fairly reflects, information compiled and
conclusions derived by Ms Ivy Chen and Mr Anthony Wesson, both fellows of the AusIMM. Both are
Competent Persons.
The information in this ITAR (Section 13) that relates to technical assessment of the Ore Reserves is based
on, and fairly reflects, information compiled, and conclusions derived by Mr Howard Simpson, a Fellow of
the AusIMM and a Competent Person.
The information in this ITAR (Section 8,) that relates to technical assessment of the metallurgy and processing
is based on, and fairly reflects, information compiled, and conclusions derived, by Mr David Chambers, a

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Fellow of the Institution of Engineers Australia (FIEAust) and a Chartered Professional Engineer (CPEng),
Mr Ken Baxter, a Member of the AusIMM, and Mr Paul Newling. Mr Newling is a Fellow of the AusIMM and
a Chartered Professional Metallurgist (Cpmet), as well as a member of the Australian Institute of Project
Management. All are Competent Persons.
Ms Chen and Messrs Wesson, Simpson and Bhargava are employed by CSA Global, who was engaged to
prepare the ITAR. Messrs Chambers, Baxter and Newling are CSA Global associates and employed on a
contractual basis directly via VHML. Mr Cary works with CSA Global on an ad-hoc consulting basis for specific
assignments.
Ms Chen and Messrs Cary, Wesson, Simpson, Bhargava, Chambers, Baxter and Newling have 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
Practitioners as defined in the 2015 Edition of the “Australasian Code for the Public Reporting of Technical
Assessments and Valuations of Mineral Assets” (2015 VALMIN Code), and as Competent Persons as defined
in the 2012 Edition of the “Australasian Code for Reporting of Exploration Results, Mineral Resources and
Ore Reserves” (2012 JORC Code).
Ms Chen and Messrs Wesson, Wesson, Simpson, Bhargava, Chambers, Baxter and Newling consent to the
inclusion in this ITAR of the matters based on their information in the form and context in which it appears.

1.6.3 Site Inspection

No site visit was made to the project as CSA Global has sufficient knowledge of the region; and given the
stages of project maturity, a site visit is considered to not be required, nor provide any additional material
information.

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2 About this Report

VHML is an unlisted Australian public company which holds tenements in north-eastern Victoria, wherein
HMS mineralisation has been identified at Goschen, Cannie, Nowie, and Cygnus. A proposed development of
Ore Reserves at Goschen forms the main focus of this ITAR.
The Company has completed mining and engineering studies which confirm that Goschen has good potential
to be a robust, long-life project with economic assemblages of zircon, and titanium and REMs. The mining
and processing studies envisage a sustained production rate of 5 Mtpa, over a minimum 20-year project life.
Defined Ore Reserves would allow an extension of mine life to 40 years or more. VHML announced to
shareholders the completion of a Prefeasibility Study (PFS) in February 2019, followed by a Definitive
Feasibility Study (DFS) in March 2022. Work on the PFS and DFS has been completed by a number of
consultants including IHC Robbins (IHCR), AMC Consultants Pty Ltd, TZ Minerals International (TZMI), Mineral
Technologies Pty Ltd (MTPL), Auralia Mining Consultants (Auralia), Met-Chem Consulting Pty Ltd, Pitt &
Sherry Pty Ltd (P&S), Right Solutions Australia (RSA), and AECOM Infrastructure (AECOM). Other consultants,
whose work CSA Global has not specifically reviewed, include Adamas Intelligence, Coffey International,
various legal and financial consultants, and others.
CSA Global is aware that VHML has relied on the work of these consultants in preparing the PFS and DFS.
CSA Global has been tasked with completing a technical review of the work completed by VHML and its
consultants to the extent necessary to validate information to be provided to interested third parties, and to
provide a Competent Persons’ Report on the findings and quality of the work completed.

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3 Background
VHML holds 2,860 km2 of tenements in north-eastern Victoria, within which it recognises four main projects:
• The Goschen Rare Earth and Mineral Sands Project (Goschen or the Project)
• The Cannie Explora�on Project (Cannie)
• The Nowie Explora�on Project (Nowie)
• The Cygnus Explora�on Project (Cygnus).
Goschen forms the main focus of this ITAR. The Project is being progressed toward development with the
completion of a DFS in March 2022. The DFS defined a strategy to deliver a fully commissioned mining and
treatment operation with a nameplate process plant feed rate of 5Mtpa to produce a valuable heavy minerals
concentrate (VHMC) and REMC. The Company plans to implement a staged development approach, with the
initial implementation phase comprising a mining unit plant (MUP), feed preparation plant (FPP) and wet
concentrator plant (WCP) to recover a bulk titania-zircon VHMC, and a rare earth mineral flotation circuit
(REMFC) to recover a rare earth mineral concentrate (REMC) from the VHMC.
PFS level studies have been completed for a hydrometallurgical circuit downstream from the REMFC to
recover the REMs monazite and xenotime in a mixed carbonate form; additional work is underway to advance
the hydrometallurgical circuit studies to DFS standard. The sum of A$1.4 million has been set aside for further
testwork.
DFS-standard studies have been completed to build a mineral separation plant (MSP) after the REMFC.
Allowances have been made in the FEED budget to progress the MSP; however, the additional capital is
estimated to be A$148 million, hence its deferral to reduce the capital intensity of the Stage 1 development.
An early decision to construct will not be made unless necessary for external reasons.
Engineering and testwork for these subsequent phases will be undertaken in parallel with the FEED and
detailed design activities for the first phase of the Project. The forecast timing for FID for the first phase is
late 2023.
This ITAR only considers the first phase, i.e. mining, MUP, FPP, WCP, and REMFC.

3.1 Goschen Project Location, Access, and Infrastructure

Goschen is located within Retention Licence (RL) 6806 in north-western Victoria, approximately 280 km
northwest of Melbourne, 20 km southwest of Swan Hill and 1 km east of Lalbert (Figure 1). The RL was
approved in January 2020 by the Victorian Department of Jobs, Precincts and Regions and replaces
Exploration Licence (EL) 5520 4.
The Project can be accessed via the Murray Valley Highway, and from there via either the Murray Valley
Highway or the Donald-Swan Hill Road, both of which lead to the town of Swan Hill. Heading south along the
Murray Valley Highway will lead to the town of Kerang. Majority of the Project footprint is located within the
Gannawarra Shire with a small portion located in the Rural City of Swan Hill.
Considerable exploration activities have been completed by VHML, including:
• Aircore (AC) and sonic drilling.
• Geophysical surveys.
• Upgrading of Inferred Mineral Resources to Indicated Resources.
• Metallurgical testwork programs.
• Geotechnical and environmental studies.

4
Due to the time of creation of source documents, ITAR images may show either EL5520 or RL6806 over the same area.

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Figure 1: Location map

Source: VHML

3.2 Climate and Topography

The climate in the area is semi-arid, with mean annual rainfall of 300–400 mm. Mean monthly rainfall is fairly
consistent across the average year, with winter and late spring typically experiencing higher rainfall than the
average. Based on temperature and humidity, the climate is consistent with much of south-eastern Australia,
that is, hot dry summers and cold winters.
Research by VHML indicates that temperatures within the Murray Basin have increased since national
records began in 1910 by approximately 0.8°C to 2013. The Company cites CSIRO projecting in 2015, with
very high confidence, that there will be a continued substantial increase in mean, maximum and minimum
temperatures within the Murray Basin region. Within the near future (2030), the mean warming is projected
to be around 0.6–1.3°C above temperatures from 1986 to 2005. The region is anticipated to experience less
rainfall in the cool seasons, but with no rainfall change in the warmer seasons. By 2030, climate change
models are predicting a reduction in cool season rainfall by up to 15% (VHML_a, 2019).
The topography of the area slopes gently from south to north, with the River Murray floodplain represented
by the lowest elevations. The most striking topographic feature is the north-south oriented elevated area,
100–125 m above Australian Height Datum, that can be seen transecting RL6806 in Figure 2.

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Figure 2: Regional topography

Source: VHML

3.3 Tenure
VHML is the registered holder of RL6806, which covers Goschen. The other exploration licences held by VHML
are EL6419, EL6664, EL6666, EL6769 these tenements extend over an area of 2,860km2. This total excludes
recently granted EL 7828, EL 7807, EL 7803 and EL 7810 that are to be transferred to VP Minerals 12 months
after the grant date as set out in table 8.
The Company has recently received Ministerial approval to transfer the following exploration licences to VP
Minerals Limited 5: EL6895, EL6923, EL6915, and EL6926.
The Company’s granted tenure is summarised in Table 8 and depicted in Figure 3. CSA Global has relied on
the independent opinion of HWLE as of 14 October 2022 (HWL Ebsworth, 2022) with regards to the validity,
ownership, and standing of the Company’s tenements. CSA Global makes no other assessment or assertion
as to the legal title of the tenements and is not qualified to do so.

5VP Minerals Limited was recently incorporated in November 2021 as a wholly owned subsidiary of the Company. It was
demerged in August 2022, following a transfer of certain of the Company’s exploration licences (as part of the VPM Demerger)
which are considered prospective for gold and base metals

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Table 8: Summary of granted tenure held by the Company as of 14 October 2022

Licence Registered Area
Location Project Status Grant date Expiry date
no. holder (km2)
RL6806 North West Victoria VHM Limited Goschen Current 311 10 Jan 2020 9 Jan 2027
EL6419 North West Victoria VHM Limited Cannie Current 443 18 May 2018 17 May 2023
EL6664 North West Victoria VHM Limited Cannie Current 618 18 Jun 2018 17 Jun 2023
EL6666 North West Victoria VHM Limited Nowie Current 447 18 Jun 2018 17 Jun 2023
EL6769 North West Victoria VHM Limited Exploration Current 1,041 27 Aug 2018 26 Aug 2023
EL 7827 North West Victoria VHM Limited Exploration Current 335 15 Aug 2022 14 Aug 2027
EL 7807 North West Victoria VHM Limited Exploration Current 421 15 Aug 2022 14 Aug 2027
EL7810 North West Victoria VHM Limited Exploration Current 424 15 Sep 2022 14 Sep 2022
EL7803 North West Victoria VHM Limited Exploration Current 609 11 Oct 2022 10 Oct 2027
EL6895 North West Victoria VP Minerals Cannie Current 704 1 May 2019 30 Apr 2024
EL6923 North West Victoria VP Minerals Exploration Current 636 21 May 2019 20 May 2024
EL6926 North West Victoria VP Minerals Exploration Current 818 12 Jul 2019 11 Jul 2024
EL6915 North West Victoria VP Minerals Nowie Current 562 12 Jul 2019 11 Jul 2024

Figure 3: VHML tenements and project areas

Source: VHM Limited
EL6895, EL6923, EL6926, and EL6915 (Figure 3 and shown in italics in Table 8 above) are to be transferred to
VP Minerals under a Demerger Asset Sale Agreement that is discussed in the Prospectus. Further information
in relation to the Company’s tenements is included the HWLE report in the prospectus.
In February 2021, the Company nominated parts of EL6664, EL6666, EL6769, EL6915, EL6923 and EL6926,
totalling 792 km2, for relinquishment in accordance with the requirements of the Mineral Resources
(Sustainable Development) Act 1990. The area of these licences shown in Table 8 above reflects that
relinquishment.

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4 Geology
4.1 Regional Geology
The Murray Basin is a shallow, intra-cratonic, Cenozoic basin covering an area of approximately 300,000 km2
in south-eastern South Australia, south-western New South Wales and north-western Victoria, flanked by
uplands of Proterozoic and Palaeozoic rocks. VHML’s tenements are located within the Murray Basin
in Victoria.
The Basin sediments are primarily silt, clay, and lime-rich sediments formed in various marine to marginal
marine, fluvial, deltaic, and aeolian depositional settings. At the base of the sedimentary sequence, flat-lying
Cenozoic sediments unconformably overlie Proterozoic and Palaeozoic basement rocks. The Tertiary
sediments are overlain by a thin blanket of Quaternary aeolian and fluvio-lacustrine sediments. The older
Cenozoic sequence consists of fluvial, marginal marine and marine sediments (Fabris, 2002).
The HMS deposits resulted from fluvial transport of heavy minerals sourced from weathered and eroded
rocks of the Lachlan Orogen, which surround the eastern and southern parts of the Basin. A paleo-coastline
formed during a Late Miocene-Early Pliocene marine regression across western Victoria and south-eastern
South Australia. Subsequent reworking of coastal sediments by wave action formed mineralised strandlines
along northwest-southeast trending dune fields, and sheet deposits associated with shallow near-shore
sediments (Keeling et al., 2016).
Widespread deposits of HMS occur in the Cenozoic Loxton-Parilla Sands, Calivil Formation, Shepparton
Formation, Coonambidgal Formation and Woorinen Formation. The mineralisation that VHML is evaluating
occurs within the Loxton-Parilla Sands unit (Olshina and van Kann, 2012). The valuable fraction of the HMS
includes zircon, rutile, leucoxene and ilmenite minerals, with the monazite that is also present containing
uranium and thorium.
Moore (1998) discusses the location of the Goschen deposits relative to Palaeozoic basement geology,
suggesting that differential weathering of the centre of Devonian granite plutons versus their more resistant
hornfels rims created small basins into which early Murray Basin sediments sagged leaving a depression for
the Loxton-Parilla Sands and fine-grained HMS to deposit.
There are also two smaller and less significant mineralised zones closer to the surface that are laterally
discontinuous across the Project. These two zones are heavily affected by iron oxide induration which grinds
up during drilling and reports to sinks fines within total heavy minerals (THM).

4.2 Local Geology

The licence areas are located across the Bendigo and Stawell Structural zones which are separated by the
Avoca Fault (Figure 4). The Cannie Fault, which extends northeast-southwest across the project area, has
been used as an approximate boundary that splits Area 1 (East) and Area 2 (West) – see Section 6.2. This fault
has a “draping” effect on the mineralogical horizons, with a 25 m vertical offset on the western extents of
the fault resulting in thicker overburden in Area 2 compared to Area 1 in the east.
There are also two smaller, laterally discontinuous and less significant mineralised zones that have been
identified closer to surface. These zones are also heavily affected by iron oxide induration which grinds up
during drilling and reports to sinks as fines in THM.

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Figure 4: Regional structural zones of Victoria

Note: Diagram only for illustrative purpose, not to scale, north to top of page.
Source: VHML

4.3 Mineralisation
The Goschen HMS deposits occur within the Pliocene Loxton-Parilla Sands in the southern Murray Basin. The
deposits contain rutile, zircon, and ilmenite. Two distinct styles of mineralisation occur: sheet and strandline.
The sheet-style deposits contain relatively fine-grained (sub 100 µm) heavy minerals, with some of the
recovered heavy minerals in the 20–40 µm range. The sheet deposits are also known as “WIM-style”
deposits. The strandline deposits, or beach placer deposits, can be variable and contain some coarse-grained
heavy minerals. The strandline deposits are formed in high-energy surf zone settings and commonly attain
strike lengths of 5–40 km. Sheet deposits occur in nearby shallow marine settings as irregular accumulations,
in lower shore and inner shelf environments (VHML_b, 2019).
Strandline deposits are the target of much mineral sand exploration as they are well understood as having
higher-grade and coarser-grained heavy minerals than contemporary sheet-style deposits. Globally,
numerous mineral sand mining operations are based on strandline-type deposits.
In the south-eastern part of the Murray Basin, where the Project is located, the littoral marine sand units of
the Loxton-Parilla Sands have been variously eroded and few coarse-grained, strandline-style deposits
remain. Deposits associated with lower energy depositional environments such as WIM-style deposits, and
also shore-parallel, deeper water, intermediate-grain sized deposits, occur in the finer-grained sediment of
the Loxton-Parilla Sands. These deposits tend to be less well-defined than coarse-grained strandline-style
deposits; however, they represent large-tonnage, low-grade accumulations of heavy minerals (VHML_b,
2019).
The Company’s most recent resource drilling programs have defined a series of higher-grade (typically >5%
THM based on Area 1 and Area 3 metallurgical testwork programs), sub-horizontal, sheet-like deposits which
are surrounded by a series of halo HMS >1% THM or >0.5% THM mineralisation. The halo mineralisation
contains potentially economic mineral assemblages of zircon, titania, and REM. Multiple contemporaneous

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strandline HMS deposits are also hosted within the Loxton Parilla Sand. These placer-style deposits are
typically 100–600 m wide and strike in a north-northwest direction. The strike extent of some of these
systems has been defined over 30 km.

4.4 Exploration History

The Goschen area has had a substantial exploration history, with multiple owners and joint ventures.
CSA Global acknowledges that all the data relating to historical exploration may not have been located, and
therefore there may be pieces of the history absent.
Exploration within the Project area from the 1970s to 2009 was undertaken by CRA Exploration (CRA),
Austiex, RGC Exploration Pty Ltd (RGC), RZM, Warren Jay Holdings Pty Ltd, Providence Gold and Minerals Pty
Ltd (Providence), Basin Minerals NL (Basin Minerals) and Iluka Resources Ltd (Iluka). Table 9 provides a
summary of previous drilling undertaken, as extracted from exploration statutory reports.
Table 9: Summary of historical drilling within EL5520 (now RL6806)
Company Year No. of drillholes Total metres
Austiex 1977 85 208
CRA 1981 to 1987 159 6,377
Renison Exploration 1980 to 1991 516 9,072.5
Warren Jay Holdings Pty Ltd 1998 66 1,521.9
RZM 1999 10 256
Basin Minerals 2001 90 2,001
Providence 2004 to 2005 46 1,023
Iluka 2009 28 1,050
2017 109 4,376.6
VHML 2018 470 16,968.6
2019 427 1,5421.3
Total 2,006 58,275.9

Previous exploration within EL6419(Figure 3) was by Murray Basin Titanium Pty Ltd (MBT), Providence, RGC
and Iluka between 1990 and 2008. Both strand-style and sheet-style mineralisation had been identified by
previous explorers such as CRA and RGC. MBT completed three drilling programs for a total of 18,925.5 in
605 holes, and then relinquished the tenement due to lack of success.
Prior exploration within EL6666 (Figure 3) was undertaken by Basin Minerals, MBT, and RGC. Their work
included data review, multiple drilling programs, mineralogical testing, and digital elevation mapping surveys.
Within EL6664, previous exploration was by Iluka and MBT. Iluka completed a regional drilling program
consisting of 51 holes for a total of 2,992.5 m between June 2008 and May 2009. Drilling targeted airborne
magnetic features that were processed using proprietary TargetMap™ software which identified six priority
targets. Noteworthy is traverse VT143 which intersected the “Quarry East Strand” interpreted as striking
west off Iluka’s tenure. The strand was initially of interest to Iluka; however, it contained abundant trash
heavy minerals and relatively low VHM. This strand extends into the Company’s tenements and is considered
worthy of follow up.
BHP explored the area from 1987 to 1990 as part of a wider exploration effort in the Murray Basin for
economic VHM accumulations mainly focusing on titanium (rutile) mineralisation. BHP drilled 70 holes
between 1987 and 1989 totalling 1,355 m, with assay results returning low concentrations of THM. Typically,
the mineral assemblage was considered to be relatively poor, using a rutile equivalent to assess mineralogy.
The central portions of EL6769 were identified as prospective by BHP and are slated for follow-up work by
VHML as projects are developed in the long term.
CSA Global notes that subsequent drilling and detailed study work by VHML has superseded all previous
exploration data, with no historical data used in the MREs undertaken by the Company.

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5 Data
5.1 Assessment of Historical Data
Using the historical data, VHML selected four areas at Goschen for detailed exploration and resource
definition drilling, namely:
• Area 1 (East and West)
• Area 2 West
• Area 3 and Area 3 South (now included within Area 3 Extended)
• Area 4.
These areas are collectively termed “Resource Areas” and are shown in Figure 5.

Figure 5: Location of the Company’s Resource Areas – Area 1 (East and West), Area 2 West, Area 3 Extended, and
Area 4
Source: VHML

As noted above, CSA Global has established that no historical data has been used in the MREs and detailed
study work undertaken by VHML. That is, data from VHML’s drilling supersedes all previous exploration data.

5.2 VHML Drilling

Reverse circulation (RC) drilling using AC methods was used to evaluate the Goschen deposits. AC is
considered a standard mineral sands industry technique for evaluating heavy mineral mineralisation whereby
the sample is collected at the drill bit face and returned inside an inner tube. The AC drill rods were 76 mm
in diameter (NQ) and 3 m in length. Drilling was carried out by Wallis Drilling using a Mantis 80 drill rig
mounted on a custom Land Cruiser six-wheel drive. All holes were drilled vertically with majority of the
samples downhole taken at 1 m intervals, which generated approximately 8 kg of drill spoil. This was split

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down to 1.2–2.5 kg using a rotary splitter underneath the sample collection cyclone. The sample splits were
labelled and bagged for transport to the primary laboratory for processing. IHCR reviewed the sampling
process used by VHML and considered it appropriate and reliable based on accepted industry practices and
experience (Jones and Cody, 2019).
All drill samples were logged for lithology, colour, grain size, sorting, hardness, sample condition, washability,
estimated THM %, estimated slimes %, and any other relevant features noted.
Downhole geophysical gamma logging was undertaken on many AC holes, although details were not reported
by IHCR. Gamma logs give quantitative data about the proportion of in situ radioactive elements in the
drillhole, with heavy media separation typically yielding higher gamma values. The gamma logging was used
in the interpretation of geological units and grade domains.
The AC drilling was completed in a series of campaigns between 2017 and 2019. The drilling coverage for
each of the four Resource Areas is described in Sections 6.2.1 and 6.3.1. In Area 1, sonic drilling was also
used, and samples from these holes were included in the 9.1-tonne bulk testing composite sample described
in Section 8.2.

5.3 Sample Analysis

Samples were dispatched to either ALS Laboratories (ALS) or Diamantina Laboratories (Diamantina), which
followed the general assay process flow described below:
• Drill samples were checked in, then oven dried for approximately two hours at 110°C.
• Samples were then rotary split down to two 100 g sub-splits (weighed and captured) with one sample
wet screened through a vibra�ng two deck screen.
• Every 25th sample was submited to the same process as a laboratory repeat.
• The vibra�ng screens u�lised a top/oversize screen and a botom/undersize screen.
• Samples from the ini�al drilling campaigns were sized using a series of coarser screens:
o 2 mm top screen and 38 µm botom screen
o 1 mm top and 38 µm botom screens.
• Samples from later drilling campaigns were analysed using finer screens:
o 1 mm top and 20 µm botom screens.
• Material separated by the oversize and undersize screens (i.e. coarse and intermediate (sand) size
frac�ons) was individually dried and weighed, then submited for further analysis.
• Material passing through the undersize screen (slimes) was lost to wastewater streams, so slimes
material weight was calculated by mass difference.
• The sand frac�on was submited to heavy liquid separa�on using tetrabromoethane to produce a
concentrate of heavy minerals with the propor�on of THM determined by dry weight.
These different screening practices resulted in mixed analytical results and consequent differential support
issues during grade modelling and resource estimation.
Bulk sample composites were prepared from the concentrates of heavy minerals obtained from the sand
fraction to characterise the mineralogy of the deposits. The samples selected for each composite were
determined by completing a geological and stratigraphic interpretation of the primary drillholes, downhole
geological logging, detailed sachet logging and assaying in conjunction with downhole geophysical gamma
logging. The information was utilised to determine mineral assemblage domain boundaries in three
dimensions. Samples from domains with similar geological and mineralogical characteristics were then
grouped and weighted on THM grade to ensure that each sample had a proportionate contribution to the
overall composite weight. Composites were selected along and across strike within similar domains.
Preparing the mineral assemblage composites in this manner allows for composite results to be applied to
the resource block model and for those results to then be reported and weighted on THM during Mineral
Resource estimation.

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IHCR noted that mineral assemblage composites had been prepared for Area 1 and Area 2 by different
methods since the early stages of exploration. Techniques utilising both x-ray fluorescence (XRF) and
Quantitative Evaluation of Minerals by Scanning Electron Microscopy (QEMSCAN) were used to define the
mineralogy as a proportion of THM. Bulk sample composites were initially prepared by VHML with guidance
from IHCR for further compositing in early 2018 to characterise the mineralogy of the Area 1 and Area 2
deposits. All composites during the late 2018 drilling programs were prepared exclusively by the Company.
VHML has undertaken a program of re-compositing those drillhole samples which were re-assayed using
ALS’s centrifuge-based assay procedure and 20 μm bottom screen size. This program updated and replaced
earlier work reviewed by IHCR in Areas 1 and 2 which was based on the initial 38μm bottom screen assay
method carried out to Diamantina’s static settlement assay procedure. These samples were selected to
replicate the original samples wherever possible. Some samples could not be replicated due to missing
drillhole samples, or sample residue being consumed for other testwork.
The focus for the re-compilation and assay has been the high-grade area within Area 1 which corresponds to
the Measured Resource area.
The mineral assemblage composites were submitted to ALS for determination of a wide suite of mineral
species: zircon, rutile, leucoxene, ilmenite, xenotime, monazite, garnet, tourmaline, sulphides, chromite, and
quartz. Minerals with similar properties were grouped to form general buckets such as magnetic VHM (mags),
magnetic-others, non-magnetic VHM (non-mags) and non-magnetic-others. The grouping supported
simplicity and transparency when including the mineral assemblage composite results in the block models.
XRF and QEMSCAN were used to define the mineralogy as a proportion of THM following the preparation of
the bulk sample composites. QEMSCAN was used to determine HM mineralogy and XRF was used to conduct
the rare earth element (REE) analyses. The results of the XRF analyses are summarised in Table 10.
Table 10: REEs analysed using XRF and typical mineral association
REE Source mineral(s)
Cerium oxide Xenotime and monazite
Dysprosium oxide Xenotime mineral series
Erbium oxide Monazite and bastnaesite
Europium oxide Monazite and bastnaesite
Gadolinium oxide Monazite and bastnaesite
Lanthanum oxide Monazite
Neodymium oxide Monazite
Praseodymium oxide Monazite and bastnaesite
Samarium oxide Monazite and bastnaesite
Terbium oxide Monazite and bastnaesite
Thulium oxide Monazite
Yttrium oxide Xenotime mineral series
Ytterbium oxide Xenotime mineral series

QEMSCAN required the samples to be screened into ±150 µm screen fractions before sample compositing to
give a quantitative understanding of the elemental composition and mineralogical assemblage.
IHCR reviewed the analytical processes and considered them appropriate and reliable based on accepted
industry practices and experience (Jones and Cody, 2019).

5.4 Discussion of Analysis of Results from Using Variable Screen Sizes

In January 2019, VHML submitted residues from a previous program to Diamantina. Screening of the original
samples recovered a -2 mm/+38 μm sand fraction. The residues submitted to Diamantina were screened to
-1 mm/+20 μm, the same as that eventually used for VHML’s drilling samples. Further residues were
submitted to ALS for -1 mm/20 μm screening and analysis, this time using centrifuging during the heavy liquid
separation process. This work re-evaluated key data for Area 1 and was independently assessed by IHCR in

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August 2019. IHCR concluded that the assay data generated from the -1 mm/+20 μm screened samples was
appropriate for use in Mineral Resource estimation.
The focus of the review was the +38 μm static settlement assay method employed by Diamantina versus the
centrifuge based +20 μm method used by ALS. The data comparison was broken down into geological
domains to appreciate the impact of the different screen sizes within individual domains. Zones 2 and 3,
interpreted as the high-grade sand zones, were considered most relevant for the comparative analysis, and
were where majority of the samples were re-assayed. Comparative analysis work was also completed
reviewing any differences between the +20 μm Diamantina and +20 μm ALS methods, as well as the +38 μm
Diamantina and +20 μm Diamantina analytical techniques. The analysis included 452 THM assays, 451 slimes
assays and 443 oversize assays from Zone 2, while 468 THM and slimes assays and 425 oversize assays were
from Zone 3 within Area 1.
A total of 58 samples were assayed at Diamantina using both the +38 μm method and the +20 μm method.
Only eight sample pairs (from Zones 2 and 3) were screened using a 20 μm bottom screen at both Diamantina
and ALS laboratories.
A total of 120 composites were used to inform the current Area 1 (East and West). This comprised a mix of
52 of the +20 μm composites and 68 of the +38 μm composites. Figure 6 illustrates the relative positions of
the different fractions sampled.

Figure 6: Area 1 East and Area 1 West, 38 µm data and 20 µm data

Source: VHML

The THM, slimes, oversize and mineral assemblage results from the different assay methods were all graphed
as log scatter plots and cumulative probability plots and reviewed by IHCR in terms of their statistical
characteristics. Based on this review, IHCR concluded that the smaller screen size assays yielded higher THM
values in both Zones 2 and 3.
In an MRE prepared in 2018, a total of 158 mineral assemblage composites were prepared across Area 1;
however, these were based on the +38 μm assay method. IHCR (IHCR, 2019) reviewed VHML’s program of

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re-compositing drillhole samples utilising the new +20 μm method and observed that these samples had
been selected to replicate the original samples wherever possible. Some drillhole samples were missing, or
the sample residue had been consumed for other testwork, and in those cases the samples could not be
replicated. The focus for the re-compilation and assay was the high-grade area within Area 1 which
corresponded to the areas in the resource model classified as Measured by IHCR.
The two mineral assemblage composite types (+38 μm and +20 μm) were interwoven throughout the model
leading to a checkerboard effect on mineralogy, although this was considered by IHCR to also be in part
attributable to the domaining control between some of the earlier mineral assemblage composites compared
with more recently completed composites. IHCR considered that this checkerboard effect was mitigated in
the high-grade region of Area 1 by removing the +38 μm mineral assemblage composites from that region,
so only the +20 μm composites influenced the Measured Resource area for Zones 2 and 3.
The mineral assemblage composites that utilised the smaller screen sizing (+20 μm) saw an increase for
specific mineralogical species, in particular zircon which saw a significant increase. IHCR concluded that the
mineral assemblage composites based on the +20 μm THM assays generally yielded greater percentages of
zircon and postulated this was likely due to the zircon generally being finer than the other mineral species
and therefore making up a greater proportion of the –38 μm to +20 μm material.
IHCR considered the comparative testwork which saw a screen change during the initial assaying process
from -2 mm/+38 μm (Diamantina) to -1 mm/+20 μm (Diamantina); and then to -2 mm/+20 μm (ALS) yielded
results that required further investigation and analysis regarding the possible impacts the change in sizing
may have on future mine planning studies.
CSA Global is of the view that there is currently no evidence to contradict this assumption but recommends
that it be investigated in greater detail as project development continues.
For the 2019 modelling in Area 1 by IHCR, all +38 μm THM assays within the Measured Resource area within
Zones 2 and 3 were removed. Majority of the +38 µm assays that were omitted were from the area of close-
spaced geostatistical drilling.

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6 Mineral Resources
Drilling completed by other companies before VHML acquired the Project identified several areas of interest.
Subsequent drilling and resource definition work in 2020 and 2021 focused on Area 1, Area 2 West, Area 3
and Area 4 to further improve resource classification from Inferred to Indicated and Measured (see Table 4,
Table 5 and Figure 4).
Resource definition drilling confirmed Area 1 and Area 3 to be the most prospective. These areas became the
focus of development and Ore Reserve studies. The declared Ore Reserves provide the basis for prospects of
eventual economic extraction as by definition the Ore Reserve are economic. Area 1 and Area 3 now form
the basis of the Goschen development reviewed in this ITAR. Area 2 West, and Area 4 are of a lesser priority,
and are not included in the current mine plan.
The Company commissioned the Goschen North MRE in 2017 which was completed by independent
consultant, Ms Christine Standing (Standing, 2017). This estimate was based on approximately 21,720 m of
drilling completed before the Company owned the Project. The 2017 Goschen North estimate was
re-assessed and re-classified in June 2022 and is now known as the Goschen Exploration Target 2022 (Section
14.1.1 – GET, 2022).
VHML does not consider the mineral sand mineralisation which occurs within that portion of its tenements
outside of the four Resource Areas to be an immediate priority for development. These areas are at a
relatively early stage of exploration and the Company intends to replace all historical data with new data
which will meet the requirements for JORC Code reporting of Mineral Resources. These areas remain relevant
targets for future exploration and development.
CSA Global concurs with this assessment.

6.1 Data Provided for Mineral Resource Estimation

The Goschen dataset is stored on an AcQuire database maintained by the Company. Data used for the MREs
was downloaded from the AcQuire database by VHML and provided to Auralia who undertook the estimates.
Data supplied included:
• Comma-separated value files with drillhole collars, lithology, survey data, assays, mineral composites,
and downhole geophysical gamma logging results
• Microso� Excel files with field duplicates and standard reference material
• Microso� Excel files from Diaman�na with raw and calculated assay data and from ALS with QEMSCAN
and XRF data
• ALS files containing the downhole geophysical gamma logging for all drillholes within the targeted area
• Raw analysis data files from the laboratory were included for cross-checks
• QEMSCAN data in Microso� Excel files received from ALS
• A topographical digital terrain model surface in Datamine format, generated using contour data from
a light detec�on and ranging (LiDAR) survey carried out in 2018.

6.2 Goschen Area 1 (1 East and 1 West) Mineral Resource Estimate

The Area 1 Ore Reserves are included in the proposed Goschen development. The deposit is a multiple,
stacked, sheet-like accumulation of heavy minerals hosted by very fine-grained sand that was deposited in
what is interpreted to have been a relatively deep, low-energy marine environment.

6.2.1 Drilling Data

A summary of the drilling, sampling and assay data by the Area 1 sub-areas Area 1 East and Area 1 West is
shown in Table 11.

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Table 11: Area 1 summary of drilling and assays

Minimum depth Maximum depth Average depth
Area No of holes Total metres Total assays
(m) (m) (m)
1 East 412 21 57 37 14,276 9,059
1 West 53 36 63 48 2,510 1,677
Total 465 21 63 38 16,786 10,736

Assaying was completed in a series of distinct phases. During 2017 and 2018, a total of 4,388 samples (47.5%
of the total) were assayed for THM, slimes and oversize by the method that produced a sand fraction
between 2 mm and 38 µm. Between January 2018 and January 2019, a further 4,847 samples (52.5% of the
total) used a sample preparation method that produced a sand fraction between -1 mm and 20 µm. This
change to the bottom screen size was premised by the outcomes of metallurgical testwork which used a bulk
sample of 9.1 tonnes passed through a wet concentrator.
The wet concentrator used a screw classifier fitted with a 20µm screen and it was shown that by using this
smaller bottom screen, a significant upgrade to the contained THM could be achieved. Assaying of the wet
concentrator feed produced a THM grade of 5.72%, slimes content of 15.3% and oversize of 5.38%.
VHML created an envelope that encapsulated the samples used to create the bulk sample and the AC samples
around them and used the assay results from the wet concentrator to inform the MRE within the envelope.
The envelope included parts of the mineral resource of Area 1 East, Domains 2 and 3. The remaining mineral
resources outside the area of influence of the metallurgical testwork were informed by interpolation of
grades.

6.2.2 Interpretation and Modelling

Geological boundaries were interpreted using a 0.8% THM cut-off grade with that value deemed more
suitable for domaining due to the significant amount of “background” mineralisation occurring at 0.5% THM.
Strings were digitised using Datamine and three-dimensional (3D) “surfaces” or solids were generated to
define the mineralised domains.

Area 1 East
The Area 1 East mineralisation occurs as a sheet-like deposit, is located east of the Cannie Fault and comprises
six domains. The characteristics of the respective domains are described below:
• Domain 1 is background material.
• Domain 2 is high THM with rela�vely good con�nuity along strike with grades varying across strike,
and a general increase to the east.
• Domain 3 also has high THM grades which are rela�vely con�nuous along strike. However, unlike
Domain 2, Domain 3 grades increase to the west. Domains 2 and 3 occur together as sheet-like
mineralisa�on in the lithological sequence, separated in places by a discon�nuous low-grade waste
zone classified as Domain 1.
• Domain 5 is a lower-grade zone that occurs stra�graphically above the sheet-style mineralisa�on,
rela�vely close to the surface, and is known as the Gemini deposit.
• Domain 6 occurs along the eastern border of the deposit and is posi�oned stra�graphically above
Domain 5. It is a coarse-grained, low-grade, iron oxide-rich layer. Both Zone 5 and Zone 6 and have
been constrained by an enclosed wireframe to limit their influence on the surrounding material.
• Domain 200 is basement.

Area 1 West
The Area 1 West deposit is located west of the Cannie Fault and comprises five domains including the
basement.
• Domain 1 is a discon�nuous low-grade waste zone that some�mes separates Domains 2 and 3.

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• Domain 2 is a high-THM domain that has rela�vely good con�nuity along strike; however, grades vary
across strike (primarily increasing to the west).
• Domain 3 also demonstrates high THM grades with reasonable con�nuity along strike but is rela�vely
variable across strike. Both Domains 2 and 3 occur together as sheet-like deposits in the lithological
sequence, separated in places by a discon�nuous low-grade waste zone which has been classified as
Domain 1.
• Domain 5 is a low-grade zone posi�oned within the background (Zone 1) material as an enclosed
mineralised envelope that is topographically above Domains 2 and 3. Domain 5 comprises the Gemini
deposit.
• Domain 200 is basement.
Figure 7 is a typical section through Area 1 and shows the domains and downhole gamma responses.

Figure 7: A typical section through Area 1 showing the domains (zones) and downhole gamma responses
Source: VHM Limited

For both Area 1 East and Area 1 West, boundary strings were digitised and snapped to the corresponding
downhole mineralisation interval which was aligned with the downhole geophysical data. Intervals of
relatively contiguous low grade within the mineralised domains were also digitised and defined as “waste”.
Domains were treated as having hard boundaries and therefore do not share sample data.
CSA Global is of the opinion that the domaining applied to Area 1, East and West, is appropriate.
Mineral Resources with assigned grades, and Mineral Resources which had grades estimated, have been
reported separately for Area 1 East and have been re-combined in the Mineral Resources statement to reflect
the total Area 1 East tonnes and grades above a 1% THM cut-off. Area 1 East, Domain 2 and Domain 3
estimates used the samples collected from the -1 mm/+ 20µm fraction and Domain 5 was estimated using
the samples collected from the -2 mm/+38 µm fraction.
Resource modelling completed in November 2020 by VHML within Area 1 East indicated that the average
THM grade of the -1 mm +20 µm samples from within the area from which the metallurgical testwork
samples were taken for compositing (metallurgical domain) was significantly higher than the average THM
grades for the -1 mm +20 µm samples for the remaining portions of Area 1 East, Domain 2, and Domain 3.
The weighted average grade from drillhole samples within the metallurgical domain was 4.01% THM,
whereas it was 2.01% THM, half the grade, for the remaining portion of Area 1 East estimated from the
drillhole samples. This difference has been attributed to the respective grade estimates having been derived
from non-coincident areas of the resource.

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When comparing the resource grades indicated by the metallurgical testwork with those from the drillhole
samples within the metallurgical domain, there is a grade uplift indicated by the metallurgical testwork of
about 40%, from 4.01% THM in the drillhole samples to 5.72% THM from the metallurgical testwork. This
difference in THM grade has been attributed to differences between the drillhole sampling and assaying
methods with the metallurgical process flowsheet. This misalignment will likely result in a similar disparity in
other areas where sampling and assaying have been done using the current methods.
This difference has been noted by VHML, and better alignment of the sampling and assaying processes with
the metallurgical flowsheet is underway.
In Domains 2 and 3 of Area 1 East, Ordinary Kriging was initially undertaken using the samples from the
+20 μm fraction. Once the Ordinary Kriging had been completed, the mineralogical envelope was used to
assign THM, slimes, oversize, and mineral assemblage to model cells that fell within the envelope, thereby
overwriting the values assigned to those blocks during the Ordinary Kriging interpolation. The remaining
portion of Area 1 East retained the Ordinary Kriging estimates.
In Area 1 West, Ordinary Kriging was undertaken but using the sample/assays that had been collected from
the +38 μm fraction. There is a significant difference between the East and West grades, which is a function
of the different fraction sizes sampled, assayed, and extrapolated.
Once the Ordinary Kriging interpolation was completed, the mineralogical envelope was used to assign THM,
slimes, oversize and mineral assemblage to model cells that fell within the envelope, thereby overwriting the
values assigned to those blocks during the Ordinary Kriging interpolation.
All Area 1 West Mineral Resources were interpolated from samples collected from the +38 µm fraction and
those Mineral Resources are reported separately from Area 1 East.
The major portion of Area 1 East was assigned the grades which were measured from the metallurgical
testwork. The bulk sample was subjected to a series of processing stages, with products from each stage
measured, and the product yields and chemistry calculated. The final head grade and assemblage of the bulk
sample were back-calculated to produce data representing the entire bulk sample.
Bulk density was applied to the model using a standard linear formula originally described by Baxter (1977).
This approach was refined in a practical application using first principles calculations. The resultant graph is
shown in Figure 8 with the regression formula shown on the plot. This regression formula was then used to
calculate the conversion of tonnes from each cell volume and from there the calculation of material, THM
and slimes tonnes.

Figure 8: Derivation of formula for bulk density conversion factor

The steps integrating the two end points (for 0 and 100% THM) were:
• Assuming a packing factor of 58.25% (ref. AusIMM Monograph 9) and an average of silt to coarse
frac�on material

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• Assuming an average clay component of 10% with an average bulk density of 1.544 g/cm³
• Assuming a solids specific gravity (SG) for THM of 4.2 g/cm³ (average based on the mineral assemblage)
• Assuming a solids SG for quartz of 2.65 g/cm³.
The following calculations were made.
• For zero % THM (i.e. 100% quartz sand) the bulk density would be:
2.65 * 0.5825 = 1.544 g/cm3.
• and for 100% THM the bulk density would be:
4.2 * 0.5825 = 2.447 g/cm3.
VHML assumed the clay content was fixed for the deposit (which was acknowledged as not fully reflecting
the true complexity but adopted as a conservative average slimes grade overall within the mineralised
domains and taken as the average). This clay was added in as mass which filled the void space without
changing the packing factor or bulk density. Therefore, the two THM end members had a bulk density of:
• [0% THM] 1.544 + (10% * 1.544) = 1.698 g/cm3
• [100% THM] 2.447 + (10% * 1.544) = 2.601 g/cm3.
The resultant points were plotted, and the regression formula was the bulk density conversion formula,
which was:
• Bulk density = (0.009 * THM) + 1.698 (see Figure 8).
CSA Global recognises that as no bulk density measurement program had been completed at any of the
Goschen deposits at the time that the MREs were prepared, the bulk density used throughout is a calculated
value. In June 2022, the Company commenced bulk density measurements on sonic and diamond drill core
from Area 1 and Area 3. The analysis of the bulk density measurements is nearing completion.
CSA Global endorses the strategy to collect bulk density data to improve the confidence that can be atributed
to the MRE.

6.2.3 Block Model Validation and Classification

Validation of the estimates was undertaken visually, statistically and using swath plots. Cross-sectional slices
of model blocks and drillhole traces and assays were viewed and demonstrated that model cells honoured
the drillhole data (Figure 9).

Figure 9: Area 1 East (Section 6053200mN) showing the correlation between drillhole assay grades and
interpolated block model grades
Source: VHML

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For each of the reported mineralised domains, the input data composite mean was compared to the mean
of the estimate. The two means were sufficiently close to allow the Competent Person to classify the MRE as
a combination of Measured and Indicated Mineral Resources, with an acknowledgement that there was a
degree of uncertainty due to the current assaying method likely understating the grades in all the estimated
mineralisation domains.
Swath plots representing slices through the block model along the three main axes were reviewed as part of
the validation process. The plotted averages of each slice together with the count of samples and blocks
within each slice allowed a visual assessment of the agreement between sample and averages; and also
indicates the amount of smoothing that has resulted from interpolation. Figure 10 illustrates an example of
this validation.

Figure 10: Area 1 typical example of a swath plot along the northing for THM, slimes, and oversize

It is CSA Global’s opinion that the Area 1 East and West MREs for THM, slimes, oversize, and mineral
assemblage across the three mineralised domains reported, have been successfully validated against the
input data.
The main mineralised domains were Domains 2 and 3. Domain 5 was also considered of economic interest;
therefore classification was focused on these three domains. Drillhole spacing was considered one of the
important parameters for Mineral Resource classification and CSA Global is of the opinion that this
consideration is entirely appropriate, however, the information derived from these drilling grids could also
be used quantitatively for resource classification, together with the reliability of assaying, variography and
interpolation parameters and outputs.

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Results from Quantitative Kriging Neighbourhood Analysis (QKNA) are typically used in conjunction with
qualitative assessments such as geological and metallurgical characteristics or assumptions. The QKNA
output parameters can be used to assess how accurate and unbiased the estimates are, or whether they
measure up to all being Measured and Indicated Mineral Resources. In this instance, the Competent Person
elected not to use QKNA as one of the classification criteria. Ultimately, the call is that of the Competent
Person, and while CSA Global may not entirely agree with the classification rationale applied by the VHM CP,
what the VHM CP has elected to do is appropriate, and correctly and transparently disclosed as per the
requirements of the JORC Code.
Ultimately, the call is that of the Competent Person, and while CSA Global may not entirely with the
classification rationale applied by the VHM CP, what the VHM CP has elected to do is appropriate, and
correctly and transparently disclosed as per the requirements of the JORC Code.
In Area 1 East, Domains 2 and 3, the metallurgical domain grades for THM, slimes and oversize have
overwritten the estimated grades. VHML considers that “the additional data acquired during the bulk sample
testwork represents data that is superior to the simple assay values” and better reflects the grades which will
be recovered by the minerals processing plant. The Mineral Resource over the metallurgical domain has been
classified as a Measured.
All domains which have Mineral Resources estimated by Ordinary Kriging, have been classified as Indicated
Mineral Resources. They include portions of Area 1 East Domains 2 and 3 and all of Domain 5. All Area 1 West
Mineral Resources were estimated using +38 μm data and have been classified as Indicated Mineral
Resources.
The Goschen Area 1 deposit is estimated to contain a Mineral Resource of 96 Mt at 3.5% THM, which is
classified as Measured and Indicated as detailed in Table 4 and Table 5. The estimates and associated
statements were compiled and prepared by Messrs Graham Howard and David Bushell as the Competent
Persons.
CSA Global is of the opinion that irrespec�ve of whether the +38 μm or +20 μm data were used for
es�ma�on, it is appropriate, given the grade upli� that was shown by the metallurgical testwork, to classify
these resources as a combina�on of Measured and Indicated Mineral Resources. CSA Global also is of the
opinion that the Mineral Resource statement for THM, slimes and oversize materials appropriately reflects
the classified in-situ tonnages and grades for Area 1 East and West, based on the currently available
informa�on.
In preparing the MREs, Auralia flagged the material that is currently considered unavailable for mining due
to community and environmental considerations. These are largely areas in which there are trees which are
to be preserved.
The pit optimisations used to estimate Ore Reserves used only the Mineral Resource blocks that had been
flagged in this manner.

6.3 Goschen Area 3 Extended Mineral Resource Estimate

Area 3 Extended comprises a mix of near-surface high-grade strandlines and multiple stacked sheet-like
deposits of HMS. The Area 3 Extended resource estimate includes and supersedes the MREs previously
referred to as Area 3 and Area 3 South. A block model was created to encompass the three mineralised zones
containing the valuable minerals. A process of interpolation of drillhole sample grades and assigning
metallurgy testwork head grades and metallurgical testwork outcomes to various zones was used to populate
blocks within the model.
The total resource comprises 492 Mt at an average of 2.76% THM. The resource contains 13.6 Mt of HM
(Bushell, 2020).

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270
Table 12: Area 3 Extended Mineral Resource statement
Tonnes THM Slimes Oversize Zircon Rutile Leucoxene Ilmenite Monazite Xenotime
Zone Resource category
(Mt) (%) (%) (%) (%) (%) (%) (%) (%) (%)
Indicated 95.0 5.42 19 3 19.7 9.1 8.1 25.7 3.3 0.6
1
Inferred 106.4 3.60 17 3 19.7 9.1 8.1 25.7 3.3 0.6
Indicated 69.6 1.68 20 3 19.7 9.1 8.1 25.7 3.3 0.6
2
Inferred 52.9 1.66 19 3 19.7 9.1 8.1 25.7 3.3 0.6

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Indicated 39.5 1.47 18 3 14.1 8.5 6.5 17.6 2.2 0.5
3
Inferred 128.4 1.53 18 4 11.1 7.7 6 15.6 1.8 0.4
Indicated 204.1 3.38 19 3 19.2 9 8 25 3.2 0.6
Total
Inferred 287.7 2.32 18 3 17.2 8.7 7.5 22.7 2.9 0.5
GRAND TOTAL 491.8 2.76 18 3 18.2 8.9 7.7 23.9 3 0.6

Table 13: Area 3 Extended REO content of whole rock analysis of the THM fraction
Resource Material
Zone CeO2 Dy2O3 Er2O3 Eu2O3 Gd2O3 La2O3 Nd2O3 Pr6O11 Sm2O3 Tb4O7 Tm2O3 Y2O3 Yb203 TREO
category (Mt)
Indicated 95.0 0.81 0.06 0.04 0.003 0.06 0.38 0.34 0.09 0.07 0.01 0.01 0.39 0.041 2.33
1
Inferred 106.4 0.81 0.06 0.04 0.003 0.06 0.38 0.34 0.09 0.07 0.01 0.01 0.39 0.041 2.33
Indicated 69.6 0.81 0.06 0.04 0.003 0.06 0.38 0.34 0.09 0.07 0.01 0.01 0.39 0.041 2.33
2
Inferred 52.9 0.81 0.06 0.04 0.003 0.06 0.38 0.34 0.09 0.07 0.01 0.01 0.39 0.041 2.33
Indicated 39.5 0.63 0.04 0.03 0.003 0.04 0.28 0.25 0.07 0.04 0.01 0.00 0.30 0.025 1.71
3
Inferred 128.4 0.68 0.04 0.02 0.003 0.04 0.31 0.27 0.07 0.05 0.01 0.00 0.32 0.025 1.84
Indicated 204.1 0.78 0.05 0.04 0.00 0.05 0.36 0.33 0.09 0.06 0.01 0.01 0.37 0.038 2.19
Total
Inferred 287.7 0.76 0.05 0.03 0.003 0.05 0.35 0.31 0.08 0.06 0.01 0.01 0.36 0.034 2.10
GRAND TOTAL 491.8 0.77 0.05 0.03 0.003 0.05 0.36 0.32 0.09 0.06 0.01 0.01 0.36 0.035 2.14

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6.3.1 Drilling Data and Bulk Samples

A total of 7,260m of AC holes produced 7,408 samples that were used in the estimation process.
In 2017, 66 mineralogy composites were compiled for mineral assemblage determination by QEMSCAN.
Subsequently, it was found that many of the samples which make up the composite samples contained zones
of high trash and iron oxide materials. In 2020, these samples were re-analysed and excluded, and new
composites formed from the remnant samples. The composites with the high trash and iron oxides were
removed, filtered, and used to calculate the mineral assemblage and REE/REO for the areas which were not
informed by the bulk sample collected in 2018 and which are discussed below. Six new composites in
Area 3 South, and 170 samples from five lines augmented the QEMSCAN data. Figure 11 shows the positions
of the drillholes which contributed samples to the composites which were analysed by QEMSCAN for mineral
assemblage and REE grades and used to estimate THM, slimes and oversize grades. Mineral assemblage and
REE grades from these composites were estimated into Zone 3 only.

Figure 11: Plan showing the location of holes used to create the composite samples used for mineral assemblage
determination
Figure 12 shows the location of drillholes used for the Area 3 Extended MRE for estimation of THM, slimes
and oversize grades.

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Figure 12: Plan showing the locations of drillholes used for THM, slimes and oversize estimation in Area 3 Extended
In 2018, a 1.8-tonne bulk sample was created by compositing the residues of the individual 1 m drill samples
of approximately 6–7 kg each. The bulk sample used 238 samples from 64 of the 76 holes in the 2017 Area 3
resource area. The bulk of these samples were taken from the high-grade domain. The metallurgical testwork
used a lower screen size of 20 μm to deslime the sample and showed a considerable uplift in recovery of
heavy minerals compared to the individual sample grades of the “as drilled” samples, which used a lower
screen size of 38 μm. The mineral assemblage and REE results from the bulk sample metallurgical testwork
were assigned to Zone 1 and Zone 2 Indicated and Inferred Mineral Resources and the THM, slimes and
oversize head grades were assigned to Zone 1 Indicated Mineral Resources. All other Zone 1 and Zone 2
mineral resource grades for THM, slimes and oversize were estimated into the block model from drillhole
samples.

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Figure 13: Plan showing the location of drillholes that contributed sample to the 1.8-tonne bulk sample used in the
metallurgical testwork program

6.3.2 Interpretation and Modelling

In 2019, VHML collected downhole gamma values at 0.1 m intervals which were used in conjunction with
THM grades to define zones of elevated zircon content. Sachets containing THM material were checked
visually to distinguish valuable from waste material and a composite was made from the valuable material,
often comprising as many as 30 samples that were collected along the section. This area of higher zircon
content is Domain 1.
A second domain, Domain 2, was created in a similar manner by eliminating waste material after scanning
the sachets. Typically, one sample per drill hole contained valuable THM material and a single composite was
formed across Area 3 South.
In 2020, VHML re-interpreted the Area 3 Extended mineral resource by manually creating 282 sections of the
deposit and defined three zones as follows:
• Zone 1 represents “high-grade” deposits of sheet-like zones of mineralisa�on that are con�nuous,
along and across-strike. The high-grade (typically >2% THM) zone was interpreted to extend from the
Orion deposit in the east to the Area 2 boundary in the west. The high-grade domains are open along
all boundaries.
• Zone 2 represents a medium grade THM domain typically >1% THM and occurs as a stra�graphic
sequence above and below the high-grade domain.
• Zone 3 represents an across-strike con�nuous, low-grade, THM sequence with local zones of >1% THM.
Density was calculated using the following equation, but it is understood that further work is required to
make more reliable density estimates.
Density = (0.009 * THM) + 1.698

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Figure 14: Representation of a west-east cross section through the Area 3 Extended Resource Area, showing the
relative location of the three mineralised zones (vertical exaggeration applied)
The estimation block size is 25 m (X) x 100 m (Y) x 1 m (Z) and sub-celling was allowed with the Z dimension
to 0.2m which is 20% of the composite length.
Inverse distance weighting squared (ID2) was used for interpolation of THM, slimes and oversize, undertaken
in three passes each time extending the search neighbourhood. Passes 1 and 2 used a minimum of two
samples and a maximum of six, whereas for pass 3 the minimum was set to one sample.
Table 14: Summary of input data applied, and method used to populate the block model
Zone 1 Zone 1 Zone 2 Zone 2 Zone 3 Zone 3
Indicated Inferred Indicated Inferred Indicated Inferred
THM, slimes, Assigned bulk Interpolated Interpolated Interpolated Interpolated Interpolated
oversize sample data ID2 drill assay ID2 drill assay ID2 drill assay ID2 drill assay ID2 drill assay
Nearest Nearest
Mineral Assigned bulk Assigned bulk Assigned bulk Assigned bulk neighbour neighbour
assemblage sample data sample data sample data sample data Drill sample Drill sample
composites composites

6.3.3 Block Model Validation and Classification

THM, slimes and oversize were estimated using ID2 for Zones 1 to 3, except for Zone 1 Indicated Mineral
Resources which were assigned grades from the bulk sample. Estimates were validated by swath plots and
the results appear acceptable, although it is recommended that future estimation should be quantified by
undertaking kriging neighbourhood analysis to define optimal estimation parameters. Zone 3 represents a
work in progress, in that the selection of samples to be used for estimation of THM and mineral assemblage
requires refinement.
In 2019, a program of work to re-assay samples from the Area 4 deposit was undertaken to understand the
impact of using a 20 μm bottom screen compared to the conventional 38 μm bottom screen during the THM,
slimes and oversize assay process. The results of the study showed an increase in THM content in all domains.
Further, mineralised model domains that had been characterised as being sub-1% THM, based on the 38 μm
bottom screen assay process, became domains dominated by samples that were greater than 1% THM,
thereby providing a significant uplift in tonnes above a 1% cut-off-grade.
A similar program was conducted on samples from the Area 1 deposit. A total of 452 paired samples were
analysed, and the results showed similar outcomes, a significant grade uplift, to those observed at Area 4.
As a result of these test results and as the bulk sample had been analysed using the 20 μm bottom screen
size, mineral assemblage grades (mass%) for Zones 1 and 2 Indicated and Inferred Mineral Resources were
assigned from the bulk sample; the assigned values are shown in Table 15. Also shown in Table 15 are the

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average grades determined by QEMSCAN analyses from composites collected from the Area 3 South
drillholes; these are shown for comparative purposes.
Table 15: Bulk sample mineral assemblage grades and Area 3 South QEMSCAN mineral assemblage grades
2018 Bulk sample metallurgical 2019 Area 3 South composite
Mineral
testwork mass (%) mass (%)
Zircon 19.7 22.3
Rutile 9.1 13.6
Leucoxene 8.1 8.5
Ilmenite 25.7 34.6
Monazite 3.3 2.6
Xenotime 0.6 0.7
Others 33.4 16.7
Total 100.0 99.2

An outcome of assigning grades or mass % from the bulk sample is that every block has the same grade or
mass %, and this may not fully represent the spatial distribution of the THM or mineral assemblage properties
in a localised context. The relationship between the elements which make up the mineral assemblage is
constant which in turn implies that the VHM percentage is constant for every block. This implication is
acceptable in a global sense, particularly given the proposed bulk mining approach adopted in the mine plan.
Figure 15 and Figure 16 illustrate the spatial variability of THM and zircon. These two figures were generated
from the estimates of THM and zircon rather than using information from the bulk sample metallurgical
testwork. This is a more realistic representation of the spatial variability of THM and mineral assemblage
elements, and this variability is what can be expected when mining takes place.
In Table 15, the bulk sample mineral assemblage mass % are compared to the QEMSCAN data from Area 3
South and, although the sample support size is different, the Area 3 South data values are in general
significantly higher than the bulk sample values. At this stage, it is unclear whether the differences are a
function of the sample sizes or because of the non-stationary nature of the distribution of the mineralisation.
If it is the latter, then future bulk sampling will have to consider the variable nature when defining
representative areas for sample collection.

Figure 15: Area 3 block model coloured by lab assay THM grade and sliced at 400 m northings (Zones 1, 2 and 3
shown)

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Figure 16: Area 3 block model coloured by QEMSCAN zircon grade and sliced at 400 m northings (Zones 1, 2 and 3
shown)
All three zones have areas that have been classified as Indicated or Inferred Mineral Resources. The Indicated
portion is relatively well informed by drillholes as well as by the bulk sample, although Zone 1 and Zone 2 are
not well covered in the southern portion by the bulk sample. Zone 3 is informed by drillholes and the
QEMSCAN data which, although not as densely drilled, covers the portion previously referred to as
Area 3 South more fully. Figure 13 shows the coverage of drillholes and QEMSCAN data.
CSA Global initially had concerns that assigning grades or mass %, and therefore the same values to every
block, may not have provided a sufficient representation of variability to fully support mine planning and
economic valuation of the deposit as might be expected with the categorisation of parts of the estimate as
Indicated Mineral Resources. However, following clarification by the nominated Competent Persons for
Mineral Resources and Ore Reserves, CSA Global is of the opinion that the mining schedule is not sensitive
to localised grade or mass percent variations, particularly given the bulk mining approach selected for Ore
Reserve estimation.
CSA Global considers that the Mineral Resource classifica�on as presented in the summary of Mineral
Resources tables (Table 12 and Table 13) is appropriate.

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7 Mining
7.1 Mining Operations
Complete extraction of ore is planned using open pit strip mining down to the top of the water table, and
currently only within the areas that the Company has sought to secure land access and environmental
approvals which are still pending. All waste material (including overburden and clay) will be used to create
in-pit bunds to contain tailings, and to cap tailings after drying to bring the landform back to its original state.
Minor additional earthworks may be required in each “tailings cell” to assist in water recovery and
drying/consolidation time.
Mining will be undertaken as a block/strip-mining operation, with progressive backfilling of the pit as the
mine progresses. Each block will have a final floor footprint of approximately 500 m x 150 m. Waste material
(overburden, interburden, clay and topsoil) will be stockpiled on surface at the commencement of mining
operations until there is sufficient capacity and suitable conditions in the mined void to allow direct
deposition into the mined areas. Stockpiled material on the surface will ultimately be rehandled to the final
mine void to remove the visual effects of mining upon closure and to return the area to its original use.
The proposals for in-pit disposal and long-term storage of process tailings and mine waste, and the proposed
safety protocols are discussed in Section 7.4.
Mining will be by conventional truck and excavator methods. The mining fleet will be used to transport the
majority of overburden from its in-situ location to the ex-pit and in-pit waste dumps and for transporting ore
to the MUP). Two hundred tonne class excavators (Cat 5120B, Komatsu PC2000 or similar) will be used for
waste mining, 110-tonne class excavators (Komatsu PC1250 or similar) for ore mining and 130-tonne rigid
body trucks (Cat 785 or similar) for ore transport to the MUP. The load and haul fleet will be supported by
scrapers, dozers, front-end loaders, graders, and water carts.
Pit slope parameters are detailed in Table 16. These parameters are for dry conditions only; a detailed slope
stability assessment has been completed for various groundwater conditions and bench heights, taking into
account light and heavy vehicle movements.
Table 16: Proposed slope design angles
Condition Material Bench height Berm width Bench slope angle Overall slope angle
Topsoil / silty clay /
Dry, short-term Up to 10 m 6m 40°
clayey sand
slopes – overall pit ~32°
depth = 32 m Cemented sand /
Up to 22 m 34°
silty sand
Topsoil / silty clay /
Dry, short-term Up to 10 m 6m 40°
clayey sand
slopes – overall pit ~31°
depth >32 m Cemented sand /
>22 m 32°
silty sand

An overall slope of 30° was assumed from pit toe to crest for the optimisation, however, the parameters in
Table 16 were used for the pit designs.
Auralia proposed a mine recovery of 98% for ore, and dilu�on of 5%, which CSA Global considers reasonable
for this stage of study. A more detailed study can be conducted in future should it become necessary once
actual produc�on data is available.
After reviewing the outputs from the Whittle optimisation used to estimate Ore Reserves (see Section 13
below) from the Resource Block Model (Section 6) a general mining sequence was determined to target
higher grade (cashflow) areas of the pit, while also creating a logical block/strip-mining operation. A high-
grade zone on the eastern side of Area 1 was considered the best place to commence operations, however,
a combination of economic and community factors led to the decision to schedule the commencement of
mining at the south-eastern corner of the north paddock. Interim pit designs were completed using the same

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geotechnical parameters as the main pit. The final pit was subdivided into blocks of approximately 500 m x
150 m and each block numbered according to the extraction sequence, shown in Figure 17 below. Area 1 is
on the left and Area 3 is on the right.

Figure 17: Mining block outlines for Area 1 (left) and Area 3 (the two areas are not shown to scale)
As the overall pit designs have not significantly changed from the PFS Mining Study work, the infrastructure
locations of Area 1 and Area 3 that were used for the 2021 Ore Reserves are still valid and are shown in
Figure 18 and Figure 19 respectively. Land access issues may impact the size, shape and location of the
surface mining infrastructure once mining commences.

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Figure 18: Area 1 surface infrastructure

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Figure 19: Area 3 surface infrastructure

7.2 Mining Schedule

A mining schedule has been developed to maintain a 5 Mtpa MUP feed rate. This required an annualised
production rate varying from 10 Mtpa to 25 Mtpa total movement, ore, and waste. Rather than use the
results obtained from the Whittle pit optimisation studies used for estimation of Ore Reserves (Section 13),
a simplified means was used to discriminate between ore and waste for the purpose of deriving the mining
schedule.
A block value calculation was undertaken to classify each block as ore or waste. The ore/waste classification
was performed in three steps:
1) Calcula�ng the revenue of each block.
2) Calcula�ng the processing cost of each block.
3) Calcula�ng the cashflow of each block.
If the block revenue was greater than the processing cost, the block was treated as ore, otherwise it was
treated as waste. The difference between ore and waste mining costs (e.g. run-of-mine (ROM) rehandle)
were included in the “processing cost”.
The optimisation process determined the pit limits, and the block value calculation then used to determine
what within the pit should be classified as ore or waste. Anything flagged as cash flow positive was sent to
the MUP and classified as an Ore Reserve. This was considered the best method to replicate the results from
the Whittle pit optimisation.
Table 17 shows the life of mine (LOM) material movement.

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Table 17: Combined mining production schedule

Year 0–5 Year 6–10 Year 11–15 Year 16–21 LOM
Waste mining (kt) 64,275 60,474 59,489 75,979 260,217
Ore mining (kt) 24,667 25,131 25,021 23,864 98,683
Waste stockpile rehandle (kt) - 9,226 - 30,411 39,637
Total heavy minerals 4.9% 3.4% 3.3% 4.3% 4.0%
Zircon 29.1% 23.5% 19.3% 20.1% 23.5%
Rutile 11.3% 9.9% 9.0% 9.3% 10.0%
High-grade leucoxene 9.4% 8.5% 8.0% 7.9% 8.5%
Ilmenite 25.0% 25.1% 25.2% 25.5% 25.2%
Monazite 4.2% 3.7% 3.2% 3.3% 3.7%
Xenotime 0.8% 0.7% 0.6% 0.6% 0.7%
Other heavy minerals 20.2% 28.6% 34.7% 33.3% 28.5%
Slimes 15.0% 16.7% 20.5% 16.0% 17.4%
Oversize 4.6% 3.6% 2.7% 3.0% 3.4%

7.3 CSA Global Review Comments

The mining studies completed by Auralia recommended excavator and truck mining as best suited for mining.
The proposed mining method is common for this kind of operation. As all mining will be above the water
table, the in-pit road conditions will provide good trafficability for large, rigid body dump trucks.
In CSA Global’s opinion, the selected equipment should be well suited to mining flitch heights of 2–4 m. Note
that flitch heights are not bench heights in Table 16. Flitch heights are the height of ore benches that are to
be extracted.
A trucking study was completed for the DFS, based on quarterly production rates, haulage distances from the
mining block to the MUP and an average truck speed of 15 km per hour. The total truck requirement
fluctuates between eight and 14 over the LOM. In CSA Global’s opinion, the calculation method and the
frequency of truck numbers changing are reasonable and sufficient for the DFS.
Auralia’s suggested ore mining strategy is reasonable for this deposit. Auralia suggests positioning the MUP
on the surface, in close proximity to the mining face at suitable locations to optimise the haulage and
pumping distances. A detailed MUP location strategy is included in Auralia’s report, with eight locations
provided in and adjacent to the mining area. In CSA Global’s opinion, the number of MUP locations, and their
positions relative to mining, provide a reasonable balance between minimising haulage distance and
minimising relocation costs for the MUP.
The soil profiles have been updated since the 2021 Ore Reserves, with updated geotechnical parameters
provided. Auralia’s pit designs follow these new recommendations, with all mining using 32° batter angles
for the lower bench, 6 m wide berms roughly 10 m from the surface, and 40° batter angles for the upper
bench. In CSA Global’s opinion, taking into account the size, width and depth of the planned pit, the overall
slope angles may not have a significant impact on the cash flow. The selected slope angle is based on dry
conditions.

7.4 Mining Waste and Process Tailings Disposal

Auralia’s mining schedule includes surface stockpiling of overburden until sufficient void is available in the
pit for placement of the waste therein. Plans are to rehandle the initial waste back to the final mine void once
the ore mining and tailings deposition have been completed in each pit. A detailed overburden mining and
dumping strategy are included in Auralia’s report. CSA Global deems this a suitable strategy and effective for
minimising waste haulage distances and rehabilitation/closure rework.
A detailed tailings strategy has been included in the DFS, based on recommendations from a SciDev Limited
report from 2021, and prepared by P&S. This strategy includes initially stockpiling ROM material until the
first tailings cell is constructed, to remove any requirement for a surface tailings storage facility. In-pit bunds

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constructed primarily of clay will separate the mining activities from the tailings area, with sub-cell bunds
constructed to provide additional support for unexpected additional water.
Backfilling of waste over the tailings is assumed to occur as soon as the tailings deposition has been
completed. The Tailings Management section of the DFS outlines the timeframe for tailings cells to reach a
suitable factor of safety that indicates the backfilling of a cell may be delayed if the required consolidation
has not occurred. In CSA Global’s opinion, the scheduling assumptions are suitable for this study, however,
CSA Global recommends ensuring that sufficient waste storage capacity is available in the initial stages of the
schedule.
With respect to the DFS proposals for in-pit co-disposal of waste and tailings, CSA Global recommends an
update of this section of the DFS with particular consideration of the operational safety, management and
risk aspects of the proposal.
In response to this recommendation, VHML recently retained a tailings specialist to provide commentary as
to whether the tailings/waste management philosophy is consistent with that applied elsewhere, and the
reasonableness of the proposed testwork program to mitigate risks associated with the DFS tailings storage
plan.
The specialist completed a high-level review of the DFS tailings management plans and noted that mining
and tailings deposition is planned entirely above the water table, and that only in-pit disposal and storage is
being considered. The pit base will range between 30 m and 40 m below the natural ground surface in some
areas, and each tailings cell is expected to have a life of eight to 12 months. The active tailings cell will be
separated from the downstream mining area by intermediate and main tailings cross-pit bunding, with inter-
cell spillways included to control water release. Progressive rehabilitation will be implemented. A tailings cell
consequence category of “Significant” has been adopted in the DFS which the specialist considers
appropriate as an operational strategy.
The specialist commented that flocculated co-disposal of a sand-slimes mix is not novel and that this, or
similar approaches have, and are being used at several active mineral sands mining operations across
Australia. However, these do not have a separation cell between the active tailings cell and the active mining
area. In the specialist’s opinion, the separation cell will provide additional safety for personnel operating
downstream of the active tailings cell.
The specialist also noted that brine and any other by-products from the processing operation will be
reintroduced into the tailings stream prior to deposition. The specialist proposed geochemical testing of
tailings material and in-situ foundation material to identify if these materials might contain any trace
elements that exceed regulatory thresholds. The specialist also commented that it is known that the Geera
clays are prone to oxidation which produces acid sulphate, so it will be best to avoid this material. The
specialist noted that based on the DFS design, the base of the proposed works will be several metres above
the Geera clay interface. The outcomes of the geochemical testing may influence design requirements and
hence the specialist recommended that the necessary testing be completed to present the outcomes to
regulators.
The specialist concurs with the recommendation by CSA Global to undertake a detailed risk assessment from
the design phase through to closure as this will aid in identifying any additional considerations and concerns
that can be investigated further as part of the FEED. Auralia presented a detailed FEED forward works
program in the DFS, and upon review of this documentation and the advice of the specialist above, CSA Global
is satisfied that the Company is cognitive of the importance of undertaking a detailed risk assessment from
the design phase through to closure as part of the FEED, as well as the necessity for geochemical
characterisation of the tailings material and in situ foundation material to determine how these might
influence design requirements. CSA Global concurs with the specialist’s recommendation that the outcomes
of the geochemical studies be presented to regulators as this should minimise risk related to regulatory
approval.

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7.5 Mining Costs

Mining costs were provided by Majesso Consulting Pty Ltd (Majesso), based on a contractor operation.
Although not a mining contractor themselves, Majesso undertakes cost estimation for contractors to
complete quotations and proposals for clients.
Auralia provided Majesso with a production schedule from preliminary work undertaken in 2019 based on a
5 Mtpa processing throughput and a 3.5:1 strip ratio. Unit mining costs were requested for three haulage
distances for ore (500 m, 1,000 m, 1,800 m) and waste (400 m, 1,000 m, 1,800 m) to cover the expected
material movement over the life of the Project. An updated set of unit mining costs was requested in
November 2021 using the original DFS data.
Small changes to the proposed mining sequence resulted in the proportion of material for each haulage
distance changing slightly, however, the unit mining costs were still considered appropriate. It was concluded
that two average LOM unit mining costs, ore and waste, would be applicable to mining each material from
its in-situ location to final destination. The unit waste mining cost was applied to all material in the
optimisations, with the additional ore mining cost treated as a processing cost; individual ore and waste
mining costs were applied in the cash flow model. A waste rehandling unit cost (from stockpiles to final pit
void at the conclusion of mining) and tailings bund construction unit cost were estimated based on the
operating costs provided by Majesso and proposed construction plans for tailings bunds.
Unit costs for waste rehandling and tailings cell construction were assigned directly to the specific materials
in the cash flow model. LOM costs for material handling were calculated from preliminary work and
distributed across all mined material in the final pit optimisations. Unit mining costs include all contractor
fixed monthly/annual costs (equipment charges, staffing costs), but exclude mobilisation and demobilisation.
Additional costs for ROM rehandle and contractor dayworks were assigned to ore material only and included
as a processing cost/ore handling cost during optimisation work and cash flow modelling.
Table 18: Mining operating costs applied in optimisations
Applied to
Waste mining cost A$2.15/t All in-situ mined material
Tailings bund construction A$0.41/t All in-situ mined material
Waste rehandle A$0.22/t All in-situ mined material
Additional ore mining cost A$0.08/t Processed ore (as processing cost)
ROM rehandle and dayworks A$0.65/t Processed ore (as processing cost)

Table 19: Mining operating costs applied in cash flow model

Applied to
Waste mining cost A$2.15/t In-situ mined waste
Ore mining cost A$2.24/t In-situ mined ore
Tailings bund construction A$2.71/t Tailings bund material
Waste rehandle A$1.45/t Rehandled waste
ROM rehandle and dayworks A$0.65/t Ore mined

7.6 CSA Global Questions re Mining Proposals

The key review items to address are detailed in Table 20, together with the supporting FEED forward works
program elements.
Table 20: CSA Global review questions and Auralia responses
Item CSA Global questions Auralia and P&S response
1 Construction and implementation plan to determine and The Forward Work Program includes the development of
detail the method of bund construction to achieve the bund construction methodology.
engineering design outcomes.

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Item CSA Global questions Auralia and P&S response

2 Recommendation for geotechnical sampling and analysis to Five geotechnical diamond drillholes have been
support the Area 3 ground model. drilled with another five to go. P&S to provide
testwork analysis and final report in September
2022.
3 Flocculated co-disposal mix tailings engineering properties The Forward Work Program includes a scope of work for
determinations are required. specialist laboratory testing which is to be conducted by
the University of Queensland.
4 Confirmation of the actual tailing strength through The determination of shear strength by cone penetration
sampling and analysis for re-input into the engineering will be undertaken during the Forward Works Program and
evaluation and models. this will be used to inform the FEED design.
5 Confirmation through analysis of Young’s modulus for the The Young’s modulus will be extrapolated from the
tailings. oedometer and slurry consolidometer tests and this
information will be used to inform the FEED design.
6 Detailing the tailing bund construction process to comply The Forward Work Program includes the requirement for
with a referenced and appropriate engineering standard. the development of the bund construction methodology.
7 Confirm the tailing properties through engineering analysis Permeability and consolidation rates versus times will be
to ensure that once the tailings have consolidated under determined through laboratory testing conducted by the
their weight, and pore pressures reduced, and before University of Queensland. This testwork will assist the FEED
backfilling with overburden, the tailings should no longer process to ensure that 80% or greater consolidation can be
be susceptible to liquefaction. achieved.
8 Confirm the actual tails saturated permeability values The Forward Work Program will undertake slurry
through engineering analysis. This data is required as input consolidometer tests to determine the values for saturated
for tailings modelling to calculate elastic-plastic permeability under different in-situ stress.
consolidation due to the saturated nature of the material.
9 Mitigate through engineering analysis the high-level Auralia’s approach is to manage dam break risks with bund
estimate for tailings flow from a breached the main bund construction, isolation, and monitoring. A risk assessment
made using empirical data and the concept level geometry. including Planning, Audit & Risk( PAR) will be undertaken,
and bund construction mitigation measures will be
incorporated as part of the FEED.
10 Mitigate the concept design approach in the consequence The Forward Work Program will include slope stability
category assessment against ANCOLD Guidelines on the assessment against the ANCOLD requirements, and take
Consequence Categories for Dams (ANCOLD 2012), through into account updated seepage models, and tailings
the application of FEED designs. parameters from the University of Queensland testing
regime.
11 Management plan of action to address hazards and risks The Forward Work Program will include risk and mitigation
associated with the mining the method implementation, for bund construction, tailing and water management, pit
operability, and mine management. stability management, and stormwater management.
12 Current project and operational risks register. The Forward Work Program encompasses the requirement
for construction, operational, and decommissioning impact
assessments.
13 Management plan to address safety aspects considering The Forward Works Program incorporates in-pit tailings
heightened global concern concerning tailings dam failures. civil design and documentation and the associated project
operational risk assessment. These outputs will be
incorporated into the high-level Management Plan as part
of the FEED.
14 More details on the variability of the weather and The Forward Work Program incorporates hydrology, and
assessment of operability concerning peak rainfall and stormwater management requirements concerning bulk
flood events planning. earthworks, drainage, and haul roads.
15 Factor of Safety considerations and description. The Factor of Safety for the in-pit storage designs will be
based on ANCOLD recommendations.

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8 Metallurgy and Processing

The metallurgical and processing aspects of the DFS are a combined effort using inputs from various parties.
For the concentrator, the bulk of the study work and supporting test work has been completed by MTPL, a
recognised leader in the supply of mineral processing equipment for the mineral sands industry. CSA Global
does not see this as a significant risk as VHML has established an ongoing four-year working relationship with
MTPL which is expected to continue.
The Company has engaged TZMI to provide technical support and input to the project development. TZMI is
a global, independent consulting company that specialises in all aspects of the mineral sands and titanium
dioxide industries. The process testwork and outcomes have been reviewed independently by TZMI on behalf
of VHML.

8.1 Process Overview

From a number of alternatives, VHML has selected the processing flowsheet shown in Figure 20 as the basis
for the DFS. This depicts a MUP, FPP, WCP and REMFC, which produces a HMC from the WCP and a mixed
rare earth minerals concentrate, the latter separated from the HMC by a flotation circuit. Apart from being
a saleable product, the separation of the REMC reduces the radioactive component of the HMC by removing
monazite and xenotime.

Figure 20: High-level flowsheet

The main elements of the process flowsheet are described below.

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• MUP: ROM ore will be fed into the MUP, where it will be scrubbed to liberate mineral par�cles by
deagglomera�on, screened to remove trash oversize (+40 mm) and slurried for overland pumping to
the FPP. This is conven�onal prac�ce, and no material issues are considered likely in this area.
• FPP: The FPP includes coarse (2 mm) and fine screening (350 μm) to remove oversize. Slimes (-20 μm)
will be removed by desliming cyclones in readiness for gravity separa�on of the resul�ng sand frac�on
in the WCP. A scavenger circuit on the fine screen oversize will recover misrepor�ng fine heavy
minerals. The opera�on of the WCP is heavily dependent on the successful performance of the FPP
with respect to the elimina�on of the coarse and slimes frac�ons as this is cri�cal to achieving efficient
separa�on of heavy minerals in the spiral circuit. The oversize is reported to be essen�ally barren and
the heavy minerals in slimes is considered economically unrecoverable using available separa�on
techniques. Slimes and oversize distribu�on are well understood and included in the mine schedule.
• WCP: Feed to the WCP will be controlled by a mass flow surge bin. Primary mineral separa�on will be
accomplished in mul�ple stages of spiral separators to produce HMC at a target grade of >90% THM.
The re-cleaner spiral concentrate is to be screened at 250 μm as the target value minerals are reported
to exist in the -106 μm size frac�on (based on testwork). The recovery assump�ons are supported by
testwork using full-scale equipment. MTPL has conducted testwork on many similar fine-grained
mineral sands deposits, as well as pilot plant trials where bulk quan��es have been tested. This, to a
large extent, provides confidence that the flowsheet/testwork recoveries are robust and sustainable.
Recovery of fine par�cles on spirals is usually a challenge, however, MTPL has fine-tuned the opera�ng
condi�ons and made appropriate equipment selec�on to maximise the recovery of this material.
Recoveries of ZrO2 and REM are in line with typical gravity separa�on plants when the revised
opera�ng condi�ons from the testwork are u�lised.
• REMFC: The HMC will be further processed in a flota�on circuit to produce a REMC from the float
material and a P-Float HMC from the sink material. Flota�on is possible at ambient temperature due
to low iron concentra�ons. The flota�on processes are also well understood and considered
conven�onal.
The proposed concentrator has been assessed against the Project Development Readiness Index criteria that
are based on the Association for the Advancement of Cost Estimation (AACE) international recommended
practice no. 18R-97. For a DFS, the required level of project definition and engineering completion is typically
10–40%, which is in line with the level of development achieved in the DFS.

8.2 Metallurgical Testwork

The main metallurgical testwork campaigns were conducted in 2018–2019 to a DFS level up to the WCP and
REMFC. Initial characterisation testwork was completed on AC drill samples from mining areas 2, 3 and 4
followed by detailed characterisation on samples from Areas 1 and 2. The currently proposed development
only mines Areas 1 and 3.
The characterisation testwork was followed by testwork on a 1.8-tonne bulk composite sample made up of
selected AC drill samples from Area 3. The sample comprised bulk rejects (each 5–7 kg) from 1 m drilling
samples from which the primary/duplicate (2 kg) geological laboratory samples were split. The bulk sample
was processed at MTPL’s pilot-scale testwork laboratory, Gold Coast, Queensland, through equipment
designed to emulate a full-scale FPP, WCP, REMFC and Wet High Intensity Magnetic Separator (which is the
initial stage of an MSP, which is not included in the current project proposal). The testwork was conducted
on a staged basis. Auralia has stated that “The combination of drillhole and sample source locations provides
a high level of confidence that the sample is representative of the mineralised zone” (Keers, 2021,35) and
provided bulk sample correlation to mine plan and resource model, thereby confirming the representativity
of the bulk composite sample.
A second round of testing was undertaken using a composite sample of approximately 9.1 tonnes from
selected AC and sonic core drill intervals from Area 1 (Table 21). This sample was subject to the processes
listed above, with additional processing through a Non-Magnetics Upgrade Circuit and a Flotation Circuit to
final titanium, zirconium, and REMC product. The latter processes may be included in the proposed process

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plant; however, the currently proposed flowsheet only goes through to REMC and a zircon titania
concentrate. The intent of the composite sample was to provide a design basis that is more robust to cope
with variability.
Table 21: Area 1 metallurgical composite
Zone Method Length (m) Mass (kg) % by mass
1 AC 49 260 3%
2 AC 252 1,284 14%
3 AC 128 694 8%
Multiple Sonic core 214 6,843 75%
Total 643 9,081 100%
Source: Keers, 2021, 32

The WCP spirals were first run in closed circuit with a varying mass taken to concentrate for each stage before
bulk open circuit tests to develop stage release curves. This is standard testwork practice. The performance
achieved in the laboratory was on full-scale equipment and as such is an indication of expected performance
within the limits of single-stage testing. Plant operation would incorporate fully integrated circuitry including
recirculating streams which cannot be fully tested in a laboratory environment. Selected streams were
therefore re-processed to:
• Evaluate the impact of stream recircula�on.
• Maximise quan�ty of final HMC.
The laboratory testwork was augmented by simulation work conducted by MTPL using models developed
and refined over many years of designing and installing plants. Process recoveries are thus largely based on
test work results augmented by simulation modelling on open streams. The expected performance of the
processing plant has been benchmarked against other ores with characteristics similar to the Goschen
resource and takes into account results from both Goschen ore mineralogical analysis (QEMSCAN) and
metallurgical testwork results from testwork programs completed by MTPL.
The basis for the simulation model factors is understood to be the intellectual property of MTPL. The
simulation for THM, TiO2, ZrO2 and CeO2 was run with each stage mass yield adjusted as per the design target
(production of an HMC with >90% THM) and to suit circuit configuration taking recirculating streams into
account, rather than mimicking testwork conditions. CSA Global recommends that these optimised
conditions form the basis of the next bulk run to validate the simulation. Modelling is supported by recoveries
and mass flows determined from testwork results from individual tests using material sourced from Area 1.
Work has also been done on Area 3, which behaved similarly to Area 1 and was used to guide plant design
windows.
Area 1 bulk sample laboratory processing recoveries were determined to be 57.1% heavy minerals, including
48.2% for TiO2, 86.7% for ZrO2 and 86.6% for CeO2 which occurs in the REMs. A high proportion of TiO2, ZrO2
and CeO2 was contained in the recycle streams which increased recoveries to 71.5% for heavy minerals,
62.1% for TiO2, 92.3% for ZrO2 and 92.1% for CeO2 at an HMC grade of 90.6%.
While the particle size distribution (PSD) and VHM assay results were similar, the characterisation testwork
showed a slight, but distinctly different density profile and THM assay result for the Area 3 bulk sample
composite. The difference in grade and mineral assemblage is not expected to materially impact the
flowsheet design or equipment selection as the Area 3 material responded better in the WCP relative to Area
1 which was used as the basis for the WCP design. It is understood that a sonic drilling program has
commenced to provide further metallurgical samples for validation testing. CSA Global notes that the
expected sample locations and drill profile cross-section logs are well documented.
The ALS and Diamantina general assay process discards the slimes. Hence there is no measurement of
fine-grained target minerals reporting to the slimes as this material is lost to wastewater during the wet
screening process. Mineral assemblage composites that utilized a smaller screen sizing (20 μm) generally

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yielded higher heavy minerals and the conclusion was that fine-grained heavy minerals are present within
the slimes. IHCR attributed this to fine-grained zircon.
Subsequent testwork demonstrated that there are VHMs in the 20–45 μm size range, and that an elevated
recovery of VHM in the 20–38 μm size fraction contains 4–5% of the VHM. The successful recovery of fine-
grained heavy minerals under laboratory conditions compares well with results reported on similar ore
sources from the same region, with very similar PSD. The material risk is that the MTPL model and testwork
results may overstate the performance of the cleaner circuit relative to the full-scale plant. Anecdotally, it is
understood that MTPL has piloted similar material from the same region and realised equal or better results;
hence discounting recovery for scale-up is not recommended at this stage. It is, however, recommended that
the circuit be more closely analysed during the current bulk campaign to provide interpretive data to support
the split factors.
The mix of screen sizes used for desliming (i.e. 38 µm and 20 μm) introduces the risk of error in reporting the
ore particle deportment to slimes and the THM deportment to slimes within the resource estimate model.
CSA Global recommends that this be investigated in greater detail during the FEED stage, and that the
sampling and assay processes continue to be fully aligned with the metallurgical flowsheet.
With respect to ore and recovered product characteristics, the Company/MTPL has reported that:
• The most valuable minerals are rela�vely clean and have a high density (higher than most of the
�tanium minerals).
• The WCP feed PSD indicates a natural mass concentra�on in the +63/-106 μm size frac�on as well as
low residual slimes and oversize.
• 46% of the THM are present as VHM of SG >4.05 and these VHM contain most of the target economic
minerals. Although VHML is targe�ng 60–70% recovery from the finer recoverable frac�ons (below
38 µm), the rela�ve quan�ty of these par�cles is low (~5%) and the bulk of the mineral par�cles can
be found in coarser frac�ons.
• The remaining 54% of heavy minerals in the -4.05+2.85 SG frac�on contains a high propor�on of
weathered �tania minerals of which about 50% are recovered to the WCP spiral concentrate.
• The zircon does not appear to be stained like that found in deposits to the south, which is also a posi�ve
for the Project.
In order to assist with an assessment of material balance, MTPL provided a spreadsheet of stream flows that
incorporates solids SG assumptions/calculations but does not incorporate HMC or major component grades.
As the component grade and recovery data are not included in this information, reconstruction is the only
way to fully appreciate the component mass flows. In mineral sands projects, given the multiplicity of
elements under consideration, a mineral sands mass balance diagram is normally limited to solids mass, HMC
content, water mass, % solids, stream Dry Solids Specific Gravity and volumetric flow.
CSA Global understands that a steady-state mass balance model including component mass and showing
THM deportment has been prepared for the WCP with three scenarios investigated (base case, high grade,
high recovery) as part of the process design.
VHML has additional testwork planned to assess several criteria. Specific areas to be considered in the
variability and verification testwork include:
• Confirma�on of the ROM ore material flow proper�es for detailed design
• Confirma�on of the de-slimed ore material flow proper�es for detailed design
• Confirma�on of the thickener performance using site water (Kangaroo Lake)
• Confirma�on of the feed prepara�on circuit using hydraulic de-sliming cyclones
• Processing of the WCP feed through the same processing flowsheet described above
• Confirma�on of the REMFC performance using site water
• Confirma�on of recoveries through the FPP and WCP.

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CSA Global recommends that this test work also includes a fully integrated plant mass balance including
component mass and showing THM and the main proxy compounds (TiO2, ZrO2 and CeO2) be developed as
part of the current bulk sample program, or during the FEED phase.

8.3 REMC Testwork and Marketing Assessments

8.3.1 REMC Testwork
The REMC contributes significantly to project revenues, hence the testwork to produce the REMC and the
results therefrom warrant more detailed discussion. Two separate testwork programs were conducted using
material sourced from Area 3 (a 1.8 tonne ROM sample) and from Area 1 (a 9 tonne ROM sample):
• Ini�al characterisa�on testwork was completed on composited AC drill samples from mining areas 2,
3 and 4 followed by detailed characterisa�on on samples from Areas 1 (this includes what was formerly
Area 2 South). The currently proposed development only mines Areas 1 and 3. The characterisa�on
testwork was followed by testwork on a 1.8-tonne bulk composite sample made up of selected AC drill
samples from Area 3. The sample comprised bulk rejects (each 5–7 kg) from 1 m drilling samples from
which the primary/duplicate (2 kg) geological laboratory samples were split. As noted above, Auralia
has stated that “The combination of drillhole and sample source locations provides a high level of
confidence that the sample is representative of the mineralised zone” (Keers, 2021,35) and provided
bulk sample correla�on to mine plan and resource model, thereby confirming the representa�vity of
the bulk composite sample.
• The Area 3 bulk sample was processed at MTPL pilot-scale testwork laboratory, Gold Coast,
Queensland, through equipment designed to emulate a full-scale FPP, WCP, REMFC and Wet High
Intensity Magne�c Separator (which is the ini�al stage of an MSP, which is not included in the current
project proposal). This work had the objec�ve of “fast tracking” produc�on of REMC for downstream
hydrometallurgical testwork at ANSTO Minerals, which was reported in July 2018 (MS-1279067). The
testwork was completed in batch mode using a 20 kg sample of Area 3 HMC which was passed over a
shaking table and concluded that standard flota�on techniques were suitable to recover a REMC from
the HMC. A suitable reagent scheme which would float REM with a very high selec�vity was defined.
Approximately 1.2 kg of REMC was produced from the Area 3 flota�on testwork.
• A second round of testwork u�lised 200 kg of Area 1 HMC. Approximately 12 kg of REMC was produced.
This work was reported in April 2019 (MS-1372520 4 and 5). The flota�on testwork included batch tests
to confirm the stability of the results from the first testwork program, and standard locked testwork
to assess the impact of recycles on performance and reagents. In both cases, the parent-HMC feed to
the flota�on circuit was freshly atri�oned and de-slimed gravity concentrate. The grade and REE
composi�on of the REMC from both areas were comparable, demonstra�ng similarity in material
sourced from the different project areas and the robustness of the circuit.
Sufficient REMC was produced during both the Area 3 and Area 1 trials to allow for complete characterisation
of the REMC product with the results from Area 1 used to establish a product specification including XRF
assay, mineralogy by QEMSCAN and PSD. The main minor contaminants were aluminium-silicates
(e.g. tourmaline, staurolite and minor garnet), which are planned to be removed by gravity using wet shaking
tables to produce a premium product. The flotation feed contained 90.8% THM and assayed 29.9% TiO2,
23.6% ZrO2 and 1.28% CeO2. Mineralogy indicated 5.2% monazite and 1.1% xenotime. Recovery of monazite
to final REMC was 95.5%, and for xenotime, 91.1% relative across both flotation and gravity upgrade circuits.
The final REMC assayed 58.9% total REO, with minor oxides including TiO2 (<1%), Fe2O3 (<1%), Zr(Hf)O2+SiO2.
Mineralogy indicated 83% monazite and 11% xenotime (i.e. ~94% REM); non-REMs included zircon (1.7%)
and titanium-minerals (0.5%).
CSA Global believes that the flowsheet is straightforward with flotation shown to be highly selective at
separating REMs from the other VHM, with the REMC undergoing a clean-up using gravity separation. A high
degree of flexibility has been built into the plant flowsheet with three gravity separation stages (shaking

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tables) included to fine tune the final quality of the REMC. There will be a high degree of flexibility to respond
to variations in feed grade and market requirements.

8.3.2 Market Acceptance of Product

Based on the successful production of HMC and REMC, the Company has conducted several meetings with
principal manufacturing corporations in Europe, North America, and concentrate processors in Asia. This has
resulted in offers for offtake for both valuable heavy mineral concentrate (zircon and titania) and rare earth
minerals from Goschen. The Company is presently in negotiations to progress a non-binding offtake with a
major Asian-based processor.
The Company has also sent samples to several Chinese processing facilities who have successfully processed
the samples through their facilities.
MTPL has commented that it understands that there are operations around the world that sell REM-rich
stocks with grades starting at 50% REM. The typical industry standard is >85% REM and premium stocks
generally assay >92% REM.

8.4 Process Plant Design Criteria

The process design criteria (PDC) are based on the material received for the testwork. Equipment
specifications have been assessed by MTPL over a significant range of operating parameters. During the FEED
optimisation stage, the PDC will be expanded to include the expected ore characteristics that will be
experienced. The steady-state mass balance included with the process flow diagrams does not fully balance
but this is not considered material to the overall result. Supplementary mass balance data has been provided
and CSA Global recommends that process flow diagrams be updated in the FEED program for consistency.
The plant design has been based on a nominal operating envelope using the Area 1 DFS testwork results with
some allowance for variation. Area 1 will be mined and treated in the first five to eight years of the Project
and has a characteristic closest to the average design basis, hence there will be an opportunity through
Phase 2 expansion and sustaining capital to reconfigure the plant over time if feed characteristics significantly
vary in the latter years of the Project’s operating schedule.
The developed PDC are used as the basis for specifying the equipment to be used in the plant. Likely variations
in feed grade are a design factor that has been included to ensure that the plant has considerable latent
capacity to handle this. A similar analysis has been completed for low grade; however, this is not detailed in
the DFS, but has been demonstrated in data provided by MTPL. MTPL has run mass balances on feed quality
ranges to ensure that grade and throughput ranges are understood, while the plant performance against the
LOM grade is presented as the nominal.
In terms of mineralogical interpretation, MTPL has taken into account the PSD, heavy liquid analysis, chemical
analysis and mineralogical work. The flowsheet balancing is based on an iterative calculation of the recovery
functions for solids, water and mineral flows through the circuit. The method, therefore, relies on an accurate
definition of the recovery function for each stage in the flowsheet, using specification of the solids flow
(i.e. mass take to product), per cent solids by weight of the flow (slurry density) and per cent assay. The slurry
density and assay information are then converted to water and mineral flows.
The feed grade to every stage of the processing circuit is calculated as a result of all the streams entering the
stage. The performance curve of the stage is automatically mathematically normalised using proprietary
algorithms based on the change in the feed grade and other flow information. The outputs from the stage
are then calculated, which may, in turn, change various stage feeds in the circuit. The process iterates until a
steady state is achieved. The basis of the normalising technique employed by MTPL is the conservation of
separation efficiency. The assumptions that have been made to generate the recovery estimates and the
basis of the calculations include:
• For Phase 1 design study and flowsheet modelling purposes, the characteris�cs of the ore are based
on the Area 1 mining inventory from the March 2021 ORE which indicated a grade of 4.7% THM in the

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ROM. The flowsheet model assumes that the mineral composi�on of the THM is consistent with Area
1 test sample.
• Recovery of “High-Grade Leucoxene” is based upon recovery of the HG Leuc. Par�cles as per QEMSCAN
par�cle classifica�on rules.
• Recovery of “ilmenite” is based upon recovery of the cumulated LG Leuc., altered Ilmenite and Ilmenite
par�cles as per QEMSCAN par�cle classifica�on rules.
• The lower recovery of ilmenite compared to ru�le may be due to the classifica�on of the �tanium
par�cles for “ilmenite”, which would include some low SG par�cles that have a lower recovery rate
through the WCP. Typical “ilmenite” recovery would be expected to be similar to that of zircon and
other high SG minerals.
• Quartz content for the circuit output is based on the flowsheet model data.
MTPL have interpreted the MRE grade to mean 4.73% THM in ROM ore. Mining dilution is only 2% so the
difference between Resource grade (MRE) and Ore grade (ROM) is not material. The THM grade used in the
mass balance was 4.7% for the Area 1 Mining inventory, which was based on the Project Description from
August 2021 (RPP960). The slimes content (12.8%) and oversize (5.7%) were based on the bulk sample for
which the back calculated THM grade was approximately 5.7%. The recovery curves adopted for process
design were based on the testwork. There have been multiple mass balances completed as part of the next
phase of work, which includes high-grade (7%) ROM feed and high slimes (23%) to assess ore variability.
The MTPL mass balance assumes that the grade of the coarse reject is the same as the overall feed grade
(4.7%). The coarse reject is the oversize (+40 mm) from the scrubber trommel and the reason it has the same
grade as the overall feed grade is that the oversize generated at the scrubber is potentially non-liberated
material, and as such would be the same grade as the feed material. Currently, this is 0.5% of the feed
material (3.3 tph) but with proper design for the scrubber (and retention time) these losses should be
minimal. The mass balance shows that the expected grade of the rejects stream from the screens and
cyclones is expected to be much lower.
THM into the WCP is 31.6 tph, and recovered HMC is 25.3 tph, i.e. a mass yield to HMC through the WCP of
80.0%. The grade of the HMC is approximately 90%, which confirms an overall recovery of about 72% of feed
heavy minerals to heavy minerals in WCP concentrate. This confirms statements made above in Section 8.2
and below in Section 8.5.
The Area 1 ore slimes content from testwork is nominally 13%, whereas for Area 3 a range of 15–20.5% slimes
occurs after Year 10. The equipment specifications allow for significant feed variations, with automated
valves on cyclones to increase or decrease the number of cyclones in operation depending on the slimes
content. Blending is also available through stockpiling to smooth out variations.
The WCP feed grade (6.3% THM as stated in the MTPL PDC data) results from the removal of slimes in the
MUP and FPP. The FPP losses have been based on vendor modelling (cyclones) and minimum efficiency
requirements specified to vendors for screens. This is standard mineral sands practice in that the WCP feed
grade excludes slimes and oversize. The estimate of WCP feed grade has been determined as accurate from
the mass balance spreadsheet provided by MTPL.
The expected performance of the processing plant has been benchmarked against other ores with
characteristics similar to those at Goschen, and includes metallurgical testwork results at scoping, PFS and
DFS levels completed by MTPL. Material flow has been based on testwork results derived from a 9-tonne
bulk trial. Process recoveries are largely based on simulation modelling and data that has been derived from
full-scale pilot plant data on similar ore bodies.
The basis for the simulation model factors has been described by VHML in document 514-PM0002 RevD. The
MTPL benchmarking suggests that:
• The mineral characteris�cs are consistent with other deposits MTPL has analysed in the Murray Basin.
• The slimes levels are well within the range encountered in other opera�ons.

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• Although considered rela�vely fine-grained, the VHML frac�on responds well to treatment using
industry-standard gravity spiral technologies. Op�misa�on of the opera�ng envelope of the spirals and
removal of interfering coarse par�cles by screening is key to ensuring high recoveries are achieved.
It is recommended that the basis for the recoveries for each stream be tabulated once the latest bulk testing
program is complete and the flowsheet/mass balance validated.
The level of project development for the concentrator has been assessed against the Project Development
Readiness Index criteria that are based on the AACE international recommended practice no. 18R-97. For a
DFS, the required level of project definition and engineering completion is typically 10–40% and this review
confirms that the work is within the expected range. MTPL has provided data to CSA Global that describes
how the underlying 3D model was developed, and the subsequent extraction of material take-off for bulk
materials estimated, which supports the level of accuracy reported in the study.
MTPL has developed an extensive model, created Space Gass models for structures and has also produced
basic concrete drawings. In discussions with MTPL, some of these drawings have been sampled, and
CSA Global is satisfied that there are adequate engineering and material take-offs to support a DFS. A
demonstra�on provided by MTPL as to the basis of material take-off that supports determinis�c es�ma�ng
has provided confidence that the work is rigorous. A review of the MTPL study and presentation of the
methodology has provided CSA Global with confidence that the methodology deployed was adequate and to
the expected principles. As such, it is assessed that the es�mate could be considered a Class 3 level of
es�mate (AACE 18R-97) in most areas.
The process plant design is based on test work results which included closed-circuit stage testing to develop
release analysis curves which could then be used to assess the stage response to different mass pull or
changes in grade. CSA Global recommends that a similar exercise be performed against variable or domained
MRE blocks to ensure that a consistent approach is applied to production modelling.
CSA Global is of the opinion that the process plant flowsheet and design and the metallurgical tes�ng
undertaken are of good quality and generally meet the standard expected of a DFS.

8.5 Plant feed parameters

Annual production rates for HMC are based on the expected feed grade and composition from the Ore
Reserve. Table 22 summarise the Ore Reserves. Table 22 shows a LOM THM grade of 4.00% compared to a
THM grade of 4.9% for the first five years. A nominal production rate was used for the PDC with ranges
applied to ensure adequate stream capacity.
The MTPL PDC are derived from the testwork whereas the DFS production schedule is a subset of global Ore
Reserves, representing the mine areas that are accessible and included in the approvals process. Differences
in the metallurgical sample that is tested in the laboratory and the final process feed in terms of grade and
other properties are not unusual. As long as the representativity of the sample is not fundamentally different
to the Ore Reserves, then it can be deemed suitable for testing. The production model used for financial
modelling uses the expected feed quality from the mine schedule.

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Table 22: Summary of Ore Reserves

Life of
Year 0-5 6 - 10 11 - 15 16 - 21 MTL PDC
Mine
Waste mining (kt) 64,275 60,474 59,489 75,979 260,217
Ore mining (kt) 24,667 25,131 25,021 23,864 98,683 105,000
Ore mining (kt/a) 4,933 5,026 5,004 4,773 5,000
Waste stockpile rehandle (kt) - 9,226 - 30,411 39,637
Total heavy minerals (THM) 4.90% 3.40% 3.30% 4.30% 3.97% 4.70%
THM (kt) 1,209 854 826 1,026 3,915 4,935
THM (kt/a) 241,737 170,891 165,139 205,230 186,428 235,000
Zircon 29.10% 23.50% 19.30% 20.10% 23.50% 29.80%
Rutile 11.30% 9.90% 9.00% 9.30% 10.00%
11.20%
HGLX 9.40% 8.50% 8.00% 7.90% 8.50%
Ilmenite 25.00% 25.10% 25.20% 25.50% 25.20% 25.00%
Monazite 4.20% 3.70% 3.20% 3.30% 3.70%
5.20%
Xenotime 0.80% 0.70% 0.60% 0.60% 0.70%
Other heavy minerals 20.20% 28.60% 34.70% 33.30% 28.50% 28.80%
Total 100.00% 100.00% 100.00% 100.00% 100.00% 100.00%
Slimes 15.00% 16.70% 20.50% 16.00% 17.07% 13.00%
Slimes (kt) 3,700 4,197 5,139 3,818 16,844 13,650
Slimes (t/a) 740,010 839,375 1,025,861 636,373 802,118 650
Slimes (t/h) 96 109 133 83 70 - 110
Oversize 4.00% 3.60% 2.70% 3.00% 3.48% 18.00%
Oversize (kt) 1,135 905 676 716 3,431 18,778
Oversize (t/a) 226,936 180,943 135,113 119,320 163,375 894,188
Oversize (t/h) 29 23 18 15 120
Note: The above is indicative only and subject to adjustment up to the point of FID, and to the Project proceeding. It is provided to
demonstrate the capability and capacity based on the Goschen DFS and current plans. Further, once the initial production schedules
are confirmed, (and as is customary in the industry) they will be subject to ongoing review and adjustment to respond to prevailing
operational and economic conditions.

Table 23: DFS Ore Reserves – a subset of Goschen global Ore Reserves
Ore THM ZIR RUT LX ILM MON XEN
Area Classification
(Mt) (%) (%) (%) (%) (%) (%) (%)
Proven 25.5 5.6 29.6 10.8 9.1 24.7 4.3 0.8
1
Probable 7.6 2.2 27.6 12.7 10.5 25.9 4.3 0.9
3 Probable 65.7 3.6 19.7 9.1 7.9 25.3 3.3 0.6
Proven 25.5 5.6 29.6 10.8 9.1 24.7 4.3 0.8
Total
Probable 73.3 3.4 20.2 9.3 8.1 25.4 3.4 0.6
GRAND TOTAL 98.8 4.0 23.6 9.9 8.5 25.1 3.7 0.7

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Table 24: Goschen DFS life-of-mine production estimates

Life-of-mine totals Value Unit %
Waste mined 260,217,000 tonnes
Ore mined 98,683,000 tonnes
Ore grade THM 3.97%
THM in mined ore 3,915,000 Tonnes

HM in mined ore
Zircon 918,500 Tonnes 23.5%
Rutile 390,700 Tonnes 10.0%
Leucoxine 333,900 Tonnes 8.5%
Ilmenite 986,600 Tonnes 25.2%
Monazite 143,300 Tonnes 3.7%
Xenotime 26,600 Tonnes 0.7%
Other HM 1,115,400 Tonnes 28.5%
Total 3,915,000 Tonnes 100.0%
Final products recovered from ore feed
P-Float concentrate containing:
Zircon 813,800 Tonnes 88.6% recovery
Titanium minerals 1,178,000 Tonnes 68.8% recover
Rare Earth Minerals concentrate containing
Rare earth minerals 150,000 Tonnes 88.1% recover

Total final products recovered from ore feed 2,141,800 Tonnes 76.5% Overall VHM recovery

8.6 Process Equipment Selection

The equipment selected in the process flowsheet is conventional, and to a large extent, so is the flowsheet.
The feed is considered fine-grained, which necessitates a tight wet concentrator feed PSD. The feed
preparation step is important, and spiral selection and low feed rates per start reflect this. Testwork has
demonstrated that high recoveries should be achievable. MTPL has made available to CSA Global
presentations that demonstrate that vendors for equipment not provided by MTPL have assessed the
testwork as a basis for their budgetary offerings, other than thickening and filtration. These areas are to be
further evaluated during the bulk testwork and FEED optimisation program.
MTPL has advised that equipment sizing is based on Area 1 parameters representing an average for the first
10 years of mining and that the equipment sizing was assessed against the base case, high-grade and low-
grade stream mass balances. This is not an unreasonable approach, particularly if there is a sustaining capital
allowance to modify the plant when feed properties change over time. It is understood that the FPP
equipment design capacity has been reviewed for a higher slimes content. This mainly applies to the primary
desliming cyclone, slimes thickener capacities and screen sizing, but should be revisited when FEED
optimisation parameters are re-evaluated. Slimes underestimation is considered a moderate design risk and
this exercise will provide a basis for sustaining capital budgeting.
HMC production as stated in the DFS documentation ranges from 246,000 tpa (Sedgewick & Ross, 2022,17)
to 188,380 (DFS Section 11, 2022,6) depending on which operating assumptions are used (i.e. the MTPL
Process Design Basis or the VHML DFS Section – 11). VHML has advised that the 188 ktpa rate is based on an
average production of 25.3 tph over 7,446 hours of operation (85%) per year, whilst the 246 ktpa rate is a
maximum case based on the first five years’ production and is used for spiral loadings, pump and pipe
calculations to ensure the throughput does not have to be decreased if the WCP feed grade is higher than
the LOM average. Conversely, it is understood that there is sufficient adjustment available if the grade is
lower to avoid issues associated with insufficient stream load.

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8.7 Key Conclusions

Although the resource is much larger, a mine life of 20 years was selected to ensure that the Project is not
over-capitalised. CSA Global recognises that some sustaining capital or recapitalisation may be required to
extend the life of the operation if economic conditions at the time justify this.
The proposed flowsheet does not include any novel processing units; hence the technology risk is limited.
Reduction of the technology risk to very low levels is considered achievable during the detailed design phase.
The material balances provided by MTPL are sufficient to understand what is being proposed. As per the
testwork reports, it is obvious that different grade options have been tested in simulations that have flow-
on effects on mass and water balances, hence it is believed that the designers have understood the necessary
design envelope.
The base case MTPL simulation model for the circuit predicts an output final HMC grade of 90.6% THM with
a yield of 5.7% to the concentrate mass for an overall HM recovery of 71.5%.
MTPL have stated that the density profile coupled with fine particle sizing means that the ore could be
considered a difficult material for spiral separation of the TiO2 minerals and moderately difficult for
separation of the ZrO2 and CeO2. However, operational tweaks have been developed that successfully
recover fine-grained heavy minerals.
The material risk is that the MTPL model and testwork results may overstate the performance of the cleaner
circuit relative to the full-scale plant, however, anecdotally, it is understood that MTPL has piloted similar
material from the same region and realised equal or better results, hence discounting recovery for scale-up
is not recommended at this stage.
CSA Global is of the opinion that the level and quality of metallurgical tes�ng, the process plant flowsheet
and design, process equipment sizing and es�mates of produc�on rates and recoveries provide a reasonable
basis to support the Ore Reserves, and generally meet the standard expected of a DFS.

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9 Infrastructure
The Company has engaged several parties to look at the various components of infrastructure that will be
necessary to support the Project. The most significant include:
• Power supply
• Water supply
• Site buildings and roads
• General infrastructure.

9.1 Power Supply

Based on previous assessments by VHML, the proposed power supply assumes on-site dual fuel generators
with provision for future connection to alternative power sources. VHML has proposed that due to the
current high cost of liquefied natural gas (LNG), the power station will initially be operated using diesel fuel
only. The operating cost estimates are based on using only diesel fuel, which CSA Global considers to be a
worst-case scenario. The Company engaged AECOM to seek pricing for build-own-operate power stations.
Prices were obtained from Aggreko and Pacific Energy, both of whom are leaders in supplying remote power
station solutions in Australia.
The work that has been completed is based on electrical load estimates by MTPL which has calculated an
average electrical energy demand for the MUP, FPP, WCP and REMFC of 3.3 MW for the initial
implementation phase, which is inclusive of some non-process infrastructure (NPI). Further demand will be
created with the addition of extra pump capacity when mining commences in Area 3. Possible additional
demand from water supply and other peripheral loads is considered small.
The capital and operating costs in the DFS have been estimated against a December 2021 baseline. Where
more recent information has been received or information qualified since the DFS, this has been incorporated
into this ITAR. The biggest risk to operating costs is that of fuel price. The nearest gas pipeline is at Horsham
and it is unclear whether this has the capacity to supply the power station, hence the DFS has assumed road
transport of LNG and diesel. The assumed diesel price of A$0.77/L was correct at the time of publication of
the DFS; however, the contemporary context suggests that the power cost contribution to the operating
expenditure (OPEX) cost estimate will double. CSA Global notes recent highs of A$44.57/GJ for natural gas,
however, the Australian Competition and Consumer Commission is forecasting a long-term natural gas price
of A$28.59/GJ compared with the DFS assumption of A$22.01/GJ in December 2021. The capital expenditure
(CAPEX) cost estimate will also be subject to escalation, but this is unlikely to be more than 15% since prices
were obtained.
In CSA Global’s opinion, the power supply concept is sound; it is consistent with the expected range of a DFS
and provides a reasonable basis to support the Ore Reserves. However, given the current vola�lity in the
market, it is recommended that this issue be revisited before the FID.

9.2 Water Supply

Goshen will have a significant water demand and will require a secure source of water to meet it. The water
requirement has been estimated to match the needs of processing activities at a steady year-round demand
of 12,880 m3 per day, equivalent to 4.7 GL per annum. The water demand calculations for all forecast future
plant configurations indicate the water demand will only increase by 0.08 L per annum, which is within the
contingency allowance of the water pumpstation, delivery line and intended water licence requirement.
Irrespective of any increase in overall demand, the availability of an off-site water resource was assessed by
RMCG (2021) based on the maximum requirement of 4.7 GL per annum. The assessment found that the
maximum total annual water requirements of the project would typically represent less than 1% of the total
annual water use in the southern connected Murray Darling Basin, and that it would not be difficult to secure

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the necessary volume from the water authority (GMW). Further, the assessment found that an offtake from
Kangaroo Lake would be a secure and reliable supply of water from the regulated Murray River supply system
as it forms an active part of the mainly gravity fed supply infrastructure for the Torrumbarry Irrigation Area
operated by GMW.
In addition, the Project will be able to capture and store any significant incident rainfall within the active
mine footprint. This opportunistic harvesting of water would be used to reduce what is delivered from the
off-site source.
AECOM also completed investigations into this area and reported that “at this DFS development stage, the
design criteria are high-level only. Once optioneering is complete (post-DFS) more specific design criteria,
including materials selection, selected pump station configuration, power source, etc. can be detailed
accordingly”. CSA Global is of the opinion that the capital and operating cost contributions for water supply
are quite modest, and the quality of the work done by AECOM is reasonable.
The concept is for an intake pump station at Kangaroo Lake and a 38 km pipeline along road corridors to the
process water dam at the mine. The concept design anticipates two bank-mounted, skid-mounted 400kW
horizontal pumps each with an electric motor. Each 400-volt motor will be controlled by a variable speed
drive with power drawn from a common switchboard. The switchboard will be connected to the Powercor
electricity grid but will also be able to be powered by a 1.5 MVA diesel-powered generator. These are large
pumps, and the assumption is for genset supply, hence the power operating cost of A$500,000 per annum is
potentially low based on contemporary fuel pricing (recognising a full excise rebate). The capital cost
proposed benchmarks well. The risks are mainly around alignments and interaction with third-party assets,
which will need to be dealt with in due course.
In CSA Global’s opinion, the assessment of water supply has been completed to an acceptable level of detail
to provide a reasonable basis to support the Ore Reserves. However, given the current vola�lity in the market
it is recommended that the impact of fuel cost on pump opera�ng costs be reviewed before FID.

9.3 Site Buildings and Roads

Roadworks have been addressed in the geotechnical section of the DFS. The road designs are robust and
suitable, but it is unclear as to which roads specifically will be sealed and thus the estimate cannot be verified.
Similarly, the planning and strategy for the site’s non-process buildings appear to be adequate but the
estimate cannot be verified with the data provided in the DFS report.

9.4 General Infrastructure

The DFS provides a fairly robust account of what is necessary to build and operate the project, hence the
comments provided here are by exception. The strategy to accommodate the workforce in local hotels and
similar accommodation is not supported by a review of what is available and could be used. It is assumed
that most of the workforce could be accommodated in Swan Hill or Kerang, however, if accommodation
facilities normally used by tourists are assumed to be used by construction workers, this could be met with
reluctance to make the facilities available. Further, transient construction workforces often create
community and social issues. It is unclear whether the productivity impost of bus in/out from those locations
has been adsorbed into the labour component of the capital cost estimate. Workers will expect to be paid
door to door and it may prove to be more practical and cost-effective to build a construction camp. It is
suggested that this issue be investigated in detail during the FEED optimisation program.
Similarly, it is assumed that the operational workforce will be residential, which will likely create the same
social issues as above. The commute from Kerang to site is only 30 minutes, although the risk of a road fatality
during commute may need to be considered against fatigue management protocols. The DFS assumes that
during operations Kerang will remain a staging post for bus-in/out arrangements, however, a 30-minute
commute effectively becomes a 45-minute commute each way when time taken to commence a shift is taken
into account. Again, workers will expect to be paid door-to-door which may give rise to a requirement for
8-hour shifts in some areas to maintain productivity which may impact operating cost assumptions. The

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preferred alternative for all of productivity, cost, social and safety considerations may well be an on-site
accommodation camp, which is CSA Global’s recommendation.
In CSA Global’s opinion, the assessment of general infrastructure costs in the DFS is robust and has been
completed to an acceptable level of detail for a DFS. However, given the current vola�lity in labour availability
and construc�on costs, it is recommended that this aspect be reviewed before FID.

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10 Capital Costs
The CAPEX estimates have been consolidated in-house by VHML based on detailed information provided
principally by MTPL, as well as other consultants who contributed to various NPI requirements. The CAPEX
line-by-line details including material take-offs and unit rates were provided for the MTPL scope of work
(12.2.3.5.10 514-PM2004 Basis of Estimate Report Rev B and 12.2.3.5.7 514-PM1009 Pricing Schedule
Estimate Reports Rev C).
The VHML estimate is based on an Engineering, Procurement and Construction (EPC) strategy while the MTPL
estimate basis is “turn-key” (Lang & Ross,2022,5). While the selection of a construction contracting strategy,
Lump Sum Turnkey (LSTK) EPC or Engineering, Procurement and Construction Management (EPCM), will not
impact the overall Study CAPEX, it will impact where different costs are allocated and the final structure of
the estimate. Care needs to be taken in the interpretation of MTPL’s “turn-key” offering for repricing on an
EPCM basis.
MTPL noted volatility in steel prices has inflated the pricing for steelwork, plate work and carbon steel piping,
commenting that the validity of the prices adopted for all steel products is only thirty days, Steel price
volatility is seen by CSA Global as a material risk to the capital estimates.
Table 25: Total Project CAPEX estimate summary by facility areas inclusive of all contingencies and all expected
EPC contractors’ costs
Facility area Total (A$)
Mining unit plant (MUP) $18,916,379
Wet Concentrator plant (WCP) $85,500,207
Rare earth minerals flotation circuit $44,192,436
Non-process infrastructure (NPI) $189,121,559
Pre-implementation – Land, approvals, drilling $47,604,457
Pre-implementation – Study and project development 32,396,679
Mining contractors’ pre-production $21,500,000
TOTAL CAPEX $439,231,717

CAPEX for the FPP is included within that for the WCP. The CAPEX estimates were current as of fourth quarter
2021.The VHML implementation capital excludes sustaining and deferred capital of A$12.9 million and
A$49.1 million respectively. The requirement for sustaining and deferred capital will commence in Year 2 and
beyond after the commencement of operations.
Line-item contingency is normally applied to the derived supply, erection and transport costs for each CAPEX
line item. The contingency allowance is typically selected based on the level of maturity of the engineering
quantities and the source of the pricing. Contingency is meant to cover the normal inadequacies that are
inherent in design definition, execution definition and estimating omissions.
The contingency allowance by line item was not reviewed by CSA Global, but the overall line-item
contingency aligns with that expected of a DFS level study.
Project contingency is a provision of funds for unforeseeable capital costs within the project scope and
specifically excludes scope changes. Unknown unknowns include change driven by external factors such as
unusual weather events, national industrial action, insurable events, or unforeseen cost escalation due to
demand or foreign exchange variation. A sum for this is normally determined by a Monte Carlo simulation
rather than parametric line-item estimation such as used in the determination of line-item contingency. It is
understood that VHM has elected to evaluate this based on the experience of the Board.
CSA Global’s observations/recommendations with respect to the CAPEX estimate follow:
• The WCP area costs overall compare reasonably well against the proposed Thunderbird and completed
Keysbrook projects. However, compared with the Douglas project in Victoria, the overall capital costs
appear slightly low, as the final price for a project of similar size was not much different 15 years ago.

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Conversely, the CAPEX es�mates are high against the current Strandline project in Western Australia,
however, that project is s�ll in the process of execu�on and VHML should regularly review the
outcomes there to take contemporary learnings.
• Based on es�mates for similar installa�ons, the earthworks and civil/concrete costs appear to be high
against benchmark factors. However, the VHML earthworks cost includes mining pre-produc�on and
MTPL included the detailed founda�on excava�on earthworks in the Civil/Concrete cost build-up and
excluded all clear and grub site prepara�on (Lang, Ross & Allen, 2022, Tab 3 “Direct Costs – Details”).
• It appears that NPI items are included in the flocculant plant, reagent mixing and storage systems and
u�li�es systems such as compressed air, fire systems, fire water and potable water services. U�li�es
and reagents systems for the concentrator are normally not designated as NPI (DFS Sec�on 23, 2022,7).
• It is recommended that in the FEED op�misa�on program freight costs be broken out as separate line
items and calculated based on the es�mated transport quan�ty (mass, volume, or quan�ty) and put
against indica�ve freight rates for each line item (i.e. by container volume requirement for smaller
items and break bulk/specialised load rates for larger items).
• A line-item con�ngency is normally applied to the derived supply, erec�on and transport costs for each
CAPEX line item. The con�ngency allowance is typically selected based on the level of maturity of the
engineering quan��es and the source of the pricing. Con�ngency is meant to cover the normal
inadequacies that are inherent in design defini�on, execu�on defini�on and es�ma�ng omissions.
Whilst the es�mate line item con�ngencies were not presented by VHML for review, the overall value
allowed for line-item con�ngencies is aligned with that expected of a DFS level study.
• Project con�ngency is a provision of funds for unforeseeable capital costs within the project scope and
specifically excludes scope changes. Unknowns include change driven by external factors such as
unusual weather events, na�onal industrial ac�on, insurable events, or unforeseen cost escala�on due
to demand or foreign exchange varia�on. It is understood that VHML has elected to evaluate this based
on the experience of the Board. Project scope change should be �ghtly held and only approved at the
board level.
CSA Global considers 7.5% to be appropriate.

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11 Project Delivery
The Company’s current strategy is for an EPC contractor to be identified during the FEED optimisation period,
and confidential commercial enquiries have commenced. The selected contractor will be engaged during the
FEED process and will contribute to the FEED as part of gaining project familiarity and assisting in providing
structure and planning for the implementation phase. MTPL is expected to continue to provide engineering
services and will complete the detailed engineering.
It is understood that MTPL will supply a significant amount of equipment, paid for directly by VHML and then
potentially novated to the EPC contractor which will remove a layer of contractor’s mark-up without losing
the backing from MTPL.

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12 Operating Costs
The latest estimate for the process plant’s annual costs (for labour, maintenance, reagents and consumables)
are A$20.7 million, comprising A$2.54 million for the MUP, A$9.42 million for the WCP (inclusive of the FPP),
A$4.1 million for the REMC, and A$4.68 million for process plant specific product packaging and
miscellaneous items. A further A$15.8 million for collective NPI services such as power station and water
pumpstation is estimated. Product transport and logistics to shipping port is estimated to be A$12.6 million.
All estimates are based on processing 5 Mtpa ROM ore.
The concentrator OPEX is principally labour, electricity, consumables, and equipment maintenance.

Figure 21: Breakdown of process plant operating costs

The Company has added other project operating costs as shown in Table 25 (DFS Section 24, 2022,4) to
estimate a total operating cost of A$21.47/t ROM ore processed.
Table 26: OPEX Estimate Summary by Category
Area Annual cost (A$) %
Mining contractor $50,799,000 42%
Tailings contractor $3,000,000 3%
Site services $11,489,402 10%
Site management $6,419,000 5%
Process plant $20,694,836 17%
Power station $12,533,874 10%
Water pump station $3,303,504 3%
Product transport and logistics $12,604,360 10%
Total $120,843,976 100%

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Costs generally have been estimated from yearly averages, however, variable costs do not appear to be based
on the production schedule throughput and product forecast. While the feed production schedule for the
plant is relatively fixed, there is high grading during the first five to 10 years that influences the concentrate
and final product tonnages. This results in a level of uncertainty for the yearly variation of OPEX that is
forecast to be greater in the first eight to 10 years of the mine life. It is understood that VHML intends to
implement a blending strategy that will help manage feed quality, but this detail will only be formulated
during the pre-operations period. In CSA Globa’s opinion variable costs as they relate to tonnages of
concentrate and final product tonnages are unlikely to be a material consideration in the overall context of
variable costs.

Figure 22: Ore processed annually

In CSA Global’s opinion:

• More aten�on should be paid to the division of fixed and variable opera�ng costs and the alignment
of variable costs to the actual produc�on schedule.
• Major inputs into the opera�ng cost es�mate (e.g. electricity, water, transport) are sole-sourced and
in CSA Global’s opinion this could represent a major risk to the project. Desirably, these should be
developed to a contractual stage of “in-principle” agreements although it is acknowledged that in
the case of VHML this is not possible to achieve un�l a�er the FID.
• It is not clear from the DFS documenta�on that ramp-up and pre-opera�ons costs have been
considered and the transi�on milestones from pre-opera�ons to commissioning to opera�ons are
not clear from a funding perspec�ve. The Company has since advised that all costs for pre-opera�ons
and commissioning are included in CAPEX. These costs are not considered opera�ng costs un�l plant
hand over at the comple�on of commissioning which in CSA Global’s opinion is the correct approach.

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13 Ore Reserves Area 1 and Area 3

An ORE and mining study were completed at a PFS level by Auralia in March 2021 on each of Areas 1 and 3,
with an ITAR review completed by CSA Global at the time. Further work was completed to a DFS level in
March 2022, with a combined Ore Reserve and mining study completed by Auralia on the footprint within
the Project that has access approvals granted or pending. Majority of the input data, including block models,
haven’t changed materially, with the input assumptions refined and modifying factors fleshed out, such as
mining and backfilling sequence, tailings storage and truck numbers required.
Rare earths and zircon are the major revenue generators for the Project. Product quality was largely
confirmed and reportedly not materially different from previous trials. It is understood that VHML will
conduct a market study that will be updated with new pricing during the FEED optimisation. HMC and REMC
pricing are based on independent reports from Adamas and TZMI.

13.1.1 Pit Optimisation Inputs

The DFS optimisation input parameters are detailed below in Table 27.
Table 27: Ore Reserve optimisation parameters
DFS section Details Units Unit/Remarks Comments
Material below water table and
9.6.3.1.1 Exclusion zones - -
surface exclusion zones
9.6.3.1.2 Exchange rate US$/A$ 0.725 to 1.00 -
9.6.3.1.3 Study base case - February 2022 -
9.6.3.1.3 Nominal mining start - 1 October 2023 -
9.6.3.1.4 Slope ° 30 -
9.6.3.1.4 Re-blocking m From 25 x 100 x 1 to 25 x 25 x 1 -
9.6.3.1.5 Mining cost A$/t 2.778 – Ore and waste Contractor operation
9.6.3.1.6 Mining recovery % 98 -
9.6.3.1.7 Mining dilution % 5 -
Fixed annual costs converted to
A$/t 6.894
A$/t MUP feed
A$/t 0.734 – Ore mining/rehandle Applies to total ore feed to MUP
9.6.3.1.8 Processing cost A$/t 1.177 – MUP/WCP Applies to total ore feed to MUP
A$/t 9.001 – RE float Applies to 70% of THM
A$/t 18.395 – MSP Applies to 65% of THM
A$/t 64.13 – Land freight Applies to 50% of THM
% 76.5 – Zircon -
% 56.6 – Rutile -
% 26.7 – Leucoxene -
9.6.3.1.9 Processing recovery
% 62.6 – Ilmenite -
% 89.6 – Monazite -
% 80.2 – Xenotime -
9.6.3.1.10 Cut-off grades % Non applied Whittle outcome
A$/t 2180.16– Zircon -
A$/t 1078.94 – Rutile -
A$/t 857.88 – Leucoxene -
9.6.3.1.11 Commodity price
A$/t 286.10 – Ilmenite -
A$/t 10,744.83 – Monazite -
A$/t 10,744.83 – Xenotime -
9.6.3.1.12 Selling cost % 2.75 – Revenue -

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DFS section Details Units Unit/Remarks Comments

9.6.3.1.13 Initial capital A$ No initial capital costs were included -
9.6.3.1.14 Discount rate % 10 -
5.3 million – Management and
A$/pa
administration costs
A$/pa 2.5 million – Mining technical staff
A$/pa 11.81 million – Processing labour Applied as direct processing costs
at 5 Mtpa of ore feed
9.6.3.1.15 Fixed cost 0.90 million – Office and
A$/pa
administration consumables
A$6.894/t (listed previously in this
A$/pa 10.74 million – Power supply
table) applied in optimisation
A$/pa 2.33 million – Water supply
A$/pa 1.00 million – Capital sinking fund
9.6.3.1.15 Total fixed cost A$/pa 34.47 million
9.6.3.1.16 Mining limit Mtpa 25 million -
9.6.3.1.17 Processing limit Mtpa 5 million -

The Area 1 Model contains Indicated and Measured material only, with no Inferred material classified. The
Measured and Indicated material in the block model is shown in Figure 23.

Figure 23: Goschen Area 1 JORC Resource classification

Source: Auralia (Keers, 2020)

The Area 3 model contains Indicated and Inferred material only with no Measured material classified. The
Inferred material was excluded from the estimation of Ore Reserve per JORC Code requirements. Only
Probable Reserves were declared for the ORE. Figure 24 shows the Resource classification for Area 3.

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Figure 24: Goschen Area 3 JORC classification

Source: Auralia (Keers, 2021)

CSA Global is of the opinion that Auralia has used a valid process to bring the Resource Model into a new
software package (SGMP) to undertake the mine planning analysis and has based the ORE for Area 1 and
Area 3 on the mining model discussed in Section 13.
CSA Global noted that the 1% THM mineral resource cut-off grade was not applied when calculating the Ore
Reserves. However, the Ore Reserve is considered reliable as Auralia has used a block value method which,
in Area 1, has resulted in approximately 0.4%, and in Area 3, approximately 4.5% of Ore Reserve tonnes below
the 1% resource cut-off grade.
CSA Global considers the preparation and application of the Whittle optimisation parameters appropriate,
being based on technical analysis and estimates from various technical specialists. Auralia flagged the
resource blocks that are currently unavailable for mining due to community and environmental
considerations but did not apply these constraints for the pit optimisations. This will have resulted in Ore
Reserves being estimated between the optimisation pit rim (which will be within the exclusion zones) and
the pit rim constrained by the exclusion zones. The end result will be a slight, but probably not material, over-
statement of Ore Reserves. CSA Global has not assessed the impact the exclusion zones might have had on
the OREs. The exclusion zones were however recognised in the pit design stages.
CSA Global recommends the use of the exclusion zones in all stages of the reserve estimation process.
CSA Global considers that the unit mining costs are reasonable but noted that mining costs have been applied
to in-situ tonnes instead of diluted tonnes. However, the ore haulage cost has a negligible impact on the
cashflow model. Considering that the mining costs are approximately 50% of total operating costs, a more
detailed mine costing study specific to the deposit should be done to obtain more refined costs.

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CSA Global notes that Auralia used an exchange rate of A$1.00 = US$0.725 for the Ore Reserves study, based
on long-term forecasts provided by VHML. In light of current global economic trends the exchange rate
assumptions should be updated for future Ore Reserve studies.
Notwithstanding, whilst a lower US$:A$ exchange rate will increase the value of the resource blocks, it is
unlikely to materially change the ORE given the constraints of land access and the shallow depth to the base
of the resource, that is to say, there is no “room” for a larger/deeper pit to accommodate an increase in the
extent of “economic” resource blocks.
Auralia used a royalty of 2.75% and a 10% discount rate in the optimisation and cash flow model. The
processing limit is set at 5 Mtpa, as adopted in the DFS. CSA Global endorses these parameters.

13.2 Resource Model and Pit Optimisation

The Mineral Resource models “mgos1ewok_met.dm” and “mgoa3b.dm” were provided to Auralia by VHML.
These models were used as the basis for pit optimisations and pit designs, scheduling, cash flow calculation
and ultimately the Ore Reserve statement. A 1.0% THM cut-off grade was selected for reporting purposes.
Area 1 has a total resource of 92.9 Mt at an average of 3.44% THM, containing 3.2 Mt of THM. The Area 3
resource comprises 492 Mt at an average of 2.76% THM, containing 13.6 Mt of THM.
The initial Mineral Resource block model was manipulated within Surpac’s graphical mining package (SGMP)
for use in optimisation and pit design works. The models were subsequently renamed
“eng_mgos1ewok_met5.fbm” and “eng_mgoa3b.fbm”. These block models were used as the basis for all
work, with minor edits applied during optimisation, design and scheduling.
In preparing the block models in SGMP for use in the optimisation and schedule works, Auralia removed the
unnecessary attributes. The material that was appropriate for use in the optimisation and LOM schedule was
flagged, and coded block values used to calculate the ore and waste. Cross-checks were performed
throughout the process and confirmed that the supplied Mineral Resource models, mining model and Whittle
model quantities were consistent for each model.

13.2.1 Processing and Product Suite

A thorough review of the metallurgy and processing components of the project is described in Section 8 of
this report. Therefore, this discussion will focus on the Basis of Design and Modifying Factors from a
processing and product perspective.
For the processing path selected for the proposed development, only two products will be generated; REMC
recovered from the WCP HMC by flotation, and a mixed zircon-titania VHM concentrate.
A MSP was included in the DFS, and testwork is underway to upgrade PFS-level studies to DFS standard for a
hydrometallurgical plant to upgrade the REMC to higher-value rare earth products. Zircon and titanium
minerals (rutile, leucoxene, ilmenite) will report to a bulk VHM concentrate for which, payment will be
received for the individual components, the most valuable of which is zircon.
The pit optimisations were based on the revenue expected from mineral products recovered to the REMC
and the products generated from the MSP using the available test work results. The processing recovery to
each individual product was calculated for each mineral. The overall recovery of zircon was calculated to the
premium zircon and zircon concentrate products, overall recoveries of rutile, leucoxene and ilmenite were
calculated to the titanium products (HiTi rutile, low chrome ilmenite and titanium concentrate). The recovery
of rare earth minerals was calculated to the REMC only. The overall processing recoveries applied for the pit
optimisations are shown in Table 28.

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Table 28: Process recoveries applied in the pit optimisations

Mineral Area 1 and Area 3 overall mineral recovery
Zircon 76.5%
Rutile 56.6%
Leucoxene (high grade) 26.7%
Ilmenite 62.6%
Monazite 89.6%
Xenotime 80.2%

Commodity prices were provided by TZMI. Given the variations in mineral assemblage over the 20-year
production period, underlying mineral prices were used to derive an expected product price for the P-Float
HMC (which is the HMC remaining after the recovery of REMC by the REMFC), rather than a notionally derived
P-Float HMC price based on a constant assemblage. In deriving the volume weighted forecast price, TZMI
drew from its detailed year-on-year forecasts.
Base case prices were used for REMC revenues. Auralia adopted the recommendations from MTPL in the
“514-PM0002 Goschen Project Mineral Recovery Estimates, Mineral Technologies Pty Ltd”, and applied the
process recoveries accordingly detailed in “514-PM0001 Goschen Project Design Basis, Mineral Technologies
Pty Ltd”. The LOM schedule and cash flow model have used the recoveries recommended by MTPL. Auralia
has applied the end-to-end recoveries in the optimisation.
CSA Global notes that Auralia has used a valid method to apply recoveries in each stage of the study.

13.2.2 Optimisation Methodology

The optimisation was done without applying a specific fixed cut-off grade, allowing the optimisation software
to determine the economic cut-off based on revenue, processing costs and selling costs parameters. This
method of variable cut-off grade is standard for pit optimisation studies. The commodity prices used for the
pit optimisations are sourced from different market studies. The Company commissioned market studies
from TZMI and Adamas Intelligence in 2021 which form the basis for this study. CSA Global has noted that
there is some difference in price application between the optimisation and cash flow models, especially for
monazite and xenotime.
Auralia state that the transport and logistics cost and quality adjustment factors in the optimisation and
cashflow model have been applied appropriately. The cash flow model has used a staged price increase for
REEs and peaked the price around A$8,100/t in 2030. The optimisation has used a flat price of A$8,100/t.
CSA Global recommends that the price adopted for monazite and xenotime should be the average price as
indicated by the studies. The Project is most sensitive to commodity price and process recovery. This is
generally the situation with all resource project evaluations as for a viable project, revenues must exceed
costs.

13.3 Ore Reserve Statement

The Ore Reserves were estimated by Auralia in accordance with the requirements of the JORC Code. The DFS
Ore Reserves, shown in Table 30, are a subset of larger Ore Reserves, shown in Table 29. Only the Ore
Reserves included in the current approvals process are included in Table 22.
The Ore Reserve estimate relates specifically to the conversion of Measured and Indicated Resources only
within the Area 1 and Area 3 pit design and includes consideration of the modifying factors.
In Area 1, material with a Measured Resource classification was converted to Proved Ore Reserves within the
three paddocks over which the Company has land access agreements with the current landholders. All
Indicated Resources were converted to Probable Ore Reserves. In Area 3, there is no Measured Resource
available. The material classified as Indicated Resources was converted to Probable Ore Reserves after
applying the modifying factors.

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Table 29: Goschen Combined Ore Reserves as of December 2021

Ore THM assemblage
Ore THM
Area Date Reserve Zircon Rutile Leucoxene Ilmenite Monazite Xenotime
(Mt) (%)
category (%) (%) (%) (%) (%) (%)
Mar 2021 Proven 24.5 5.4 29.9 10.8 9.0 24.7 4.3 0.8
1
Mar 2021 Probable 14.6 3.2 29.2 11.7 9.2 25.5 4.5 0.9
3 Feb 2021 Probable 159.6 3.5 20.3 9.4 8.1 25.8 3.4 0.6
Proven 24.5 5.4 29.9 10.8 9.0 24.7 4.3 0.8
Total
Probable 174.2 3.5 21.0 9.6 8.2 25.8 3.5 0.6
GRAND TOTAL 198.7 3.7 21.7 9.7 8.2 25.7 3.5 0.6

Table 30: Goschen Combined DFS Ore Reserves

THM assemblage
Ore Reserve Ore THM
Area Zircon Rutile Leucoxene Ilmenite Monazite Xenotime
category (Mt) (%)
(%) (%) (%) (%) (%) (%)
Proven 25.5 5.6 29.6 10.8 9.1 24.7 4.3 0.8
1
Probable 7.6 2.2 27.6 12.7 10.5 25.9 4.3 0.9:
3 Probable 65.7 3.6 19.7 9.1 7.9 25.3 3.3 0.6
Proven 25.5 5.6 29.6 10.8 9.1 24.7 4.3 0.8
Total
Probable 73.3 3.4 20.2 9.3 8.1 25.4 3.4 0.6
GRAND TOTAL 98.8 4 23.6 9.9 8.5 25.1 3.7 0.7
Note: The proven Ore Reserves stated in Table 30 are less than stated in Table 29 due to a reduction in the required offset between
the pit crest and vegetation to be conserved around the pit.

13.4 Summary of Review of Ore Reserves Estimation

Auralia considered only Measured and Indicated Resources for the ORE. No Inferred material has been
included.
Check reporting of the Area 1 Reserve model by CSA Global returned slightly different reserve numbers than
those reported by Auralia. However, this difference is considered negligible as the difference is only around
1.1%.
Regularisation of the block model used for optimisation and scheduling has incorporated mining dilution and
ore loss into each block, with additional ore loss and dilution added in the optimisation process to account
for isolated blocks.
CSA Global also noted that a 1% resource cut-off grade is not applied in the ORE. CSA Global considers this as
reasonable as Auralia used the block value method.
CSA Global recommends detailed studies during the FEED phase to reduce the margin of error in recovery,
realised prices and product specifica�ons.
CSA Global has reviewed the parameters applied in the mine planning process and ORE and considers them
to be of DFS standard.
CSA Global recommends the following regarding future OREs as the project progresses:
• Use the latest resource block model for op�misa�on, pit design, LOM schedule and cash flow
modelling
• Applica�on of mining dilu�on and recovery when calcula�ng the block value to determine ore and
waste, which CSA Global understands has been completed in the DFS but remains to be incorporated
in an Ore Reserve update
• Review of long-term outlook on US$:A$ exchange rates
• Further refinement of opera�ng costs

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• Detailed metallurgical testwork to update the recoveries used in the reserve calcula�on
• Inclusion of the REMC product value in OREs
• Inclusion of land access limita�ons in the op�misa�on process.

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14 Future Exploration and Project

Development
14.1 Resource Extension and Upgrade Adjacent to Mining Areas
VHML’s focus has been on the development at Goschen, a significant accumulation of HMS and REM primarily
located on RL6806. The estimated Ore Reserves have the potential to underpin a long-life mine; the current
Ore Reserves estimated in Area 1 and Area 3 combined (about 200 Mt) are sufficient for a project life of up
to 40 years at a throughput rate of 5 Mtpa. The DFS considers a mine life of only half this. Ore Reserves are
expected to increase as the existing Mineral Resources are drilled to sufficient levels of confidence to sustain
upgrading to Ore Reserves, and further mineralisation is defined by extensional and exploratory drilling.
The objective of VHML’s exploration has been to discover and delineate further HMS comprising zircon and
titanium oxide minerals (rutile, leucoxene and ilmenite) and REMs (monazite and xenotime) associated with
the sheet-style and strandline deposits that are common throughout the Murray Basin.

14.1.1 Goschen Exploration Target

The Goschen Exploration Target 2022 (GET 2022) is based on information compiled by Ms Emily Henry, under
the direction and supervision of Mr Graham Howard. The accompanying JORC Table 1 is in Appendix A.
Mr Howard was a full-time employee of VHML at the time of the Exploration Target estimation. Ms Emily
Henry is a full-time employee of Right Solutions Australia Pty Ltd and works for VHML on a contract basis.
Both Ms Henry and Mr Howard have sufficient experience relevant to the style of mineralisation and type of
deposit under consideration to qualify as Competent Persons as defined in the JORC Code. Ms Henry and
Mr Howard consent to the disclosure of information in this report in the form and context in which it appears.
Please note that the potential quantity and grade of this target are conceptual in nature, that there has been
insufficient exploration to estimate a Mineral Resource and that it is uncertain if further exploration will allow
the estimation of a Mineral Resource.
CSA Global has reviewed the report “Goschen Explora�on Target 2022 Summary Report” (Henry and Howard,
2022) which provides the ra�onale and basis for the Explora�on Target, and is of the opinion that the basis
for the Explora�on Target ra�onale is reasonable.

Background
VHML had previously released an Inferred MRE for Goschen North, documented in an internal company
report (Standing and Froud, 2017) and referred to as the 2017 Goschen North MRE (2017 MRE). The estimate
was based on 1,000 AC drillholes totalling 21,509 m drilled by various companies before VHML acquired the
Project. The more recent estimates discussed in this ITAR are based entirely on data acquired by the
Company.
As there was very limited mineral assemblage data available for the 2017 MRE, an assumed mineral
assemblage for VHM was applied to some of the data set greater than 1% THM. This approach clearly
impacted the confidence in the distribution of the potential economic mineralisation. Notwithstanding, the
2017 MRE was considered to have been appropriately classified as a low confidence Inferred estimate.
In the second quarter of 2022, the Company completed a review of the 2017 MRE. Comparison of the Area
2 West MRE, which covered part of the 2017 Goschen North MRE, indicated materially higher grades for
THM, VHM and REM assemblages compared to the earlier estimate. On the basis of these findings, as well
as conclusions drawn from the Goschen DFS, VHML decided to downgrade the Inferred classification for the
2017 MRE.

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Exploration by VHML
Between 2017 and 2019, VHML completed resource definition AC drilling in an area referred to as Area 2
East, which occurs between Area 2 West and Area 3 East, and extends south of Area 3 Extended (Figure 5).
The Company has now replaced a significant portion of the historical drilling in the Goschen North area.
LiDAR surveying completed in 2018 indicated that the spatial geometry of the HMS in these areas was both
closer to the surface and vertically thicker when compared to the mineralisation horizons interpreted as part
of the 2017 MRE. The cause of this discrepancy was attributed to errors in survey measurements by previous
exploration companies which did not have the benefit of both global positioning system (GPS) and LiDAR
survey data.
The discrepancies in collar coordinates and elevation data associated with the pre-VHML drilling is
understood to have formed part of the justification for considering the historical data to have a low
confidence level, which was reflected in the Inferred status of the 2017 MRE. The Company has since
resurveyed the collar coordinates for each historical drillhole, which confirmed a significant change in the
spatial RL position of the mineralised horizons, resulting in a downgrading of confidence in the 2017 MRE.
The Company has also reviewed the assay methodology which was used in the drilling data supporting the
2017 MRE, finding that 85% of drillhole assays were completed using screens to separate the -2 mm/+38 µm
fraction, with the remaining 15% of the dataset based on a -2 mm/+45 µm fraction. The work did not include
assaying for rare earth minerals. The data was therefore considered to be inadequate to allow an assessment
of the potential for future expansion at Goschen.
As part of the resource definition campaigns, the Company completed reconnaissance drilling along road
verges as part of drilling across RL6806. In the June quarter of 2022, the Company commenced submission
of samples from one in four holes drilled in Area 2 East to test the THM grade and associated valuable VHM
and REM content. Figure 25 summarises the drilling underpinning the rationale for the Exploration Target
rationale, and Figure 26 presents typical cross- and long-sections used to conceptualise the Exploration
Target.
The Company has re-assessed Goschen North using both the verified historical and Company data. This
estimate is now considered to be an Exploration Target and is referred to as the Goschen Exploration Target
2022. The Company notes that the potential quantity and grade of this target is conceptual in nature, that
there has been insufficient exploration to estimate a Mineral Resource and that it is uncertain if further
exploration will result in the estimation of a Mineral Resource.

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Figure 25: Goschen Exploration Target – material drill hole collars

Source: VHML

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Figure 26: Cross-sections and long section illustrating rationale of the Goschen Exploration Target
Source: VHML

Derivation of Exploration Target

A total of 1,465 drillholes were used to inform the GET 2022; 572 historical drillholes and 893 drilled by VHML.
In areas covered by AC holes drilled by VHML, the sheet horizons were defined at a 0.8% THM cut-off grade
and also used downhole gamma logging to assist in the definition of contacts. The sheet horizons are laterally
extensive and can be traced over several kilometres in both north-south and east-west directions. Depending
on location, the Goschen deposit hosts between three to five spatially extensive horizons. Localised
strandline deposits have been intersected by close-spaced AC drilling (200 m x 25 m and 200 m x 50 m).
The Company completed airborne geophysical surveys at a flying height of 25 m above surface, and 100 m
line spacing in 2021. This work improved the definition of the strike extent of the strandline deposits
associated with the Goschen deposit and confirmed trends observed in the analysis of both Company and
third-party exploration drillhole data. VHML has now included several additional strand deposits in the GET
2022 based on the 2021 geophysical survey data and evaluation of Company and third-party drilling data.
The 2022 geological interpretation now includes a group of strandlines associated with the Cygnus
strandlines, located on the eastern tenement margin.
The interpretation of the mineralisation horizons in the GET 2022 now includes four sheet-style and eight
strandline mineralisation horizons. Implicit modelling was completed for sheet-style mineralisation horizons
and explicit modelling was completed for strandline mineralisation horizons. Mineralised horizons were
defined by a 0.8% THM cut-off grade. Existing interpretations within the Area 1, Area 2 West, Area 3 Extended
and Area 4 which utilised downhole gamma logging were used to estimate the north-south and east-west
extents of the interpreted Exploration Target.
The strandlines are typically finer particle diameter to the west of the Goschen deposit and become coarser
towards the east. The inclusion of additional Company exploration data and that of the verified pre-VHML

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historical exploration data has enabled a significant extension of the sheet style system to the north, south
and west of the previous 2017 MRE. The mineral assemblage in the GET 2022 is limited to VHM and monazite
and xenotime.
The proportion of historical analytical data which includes information for monazite and xenotime within the
mineralised horizons is less than 8%. This had a direct bearing on the estimate of monazite and xenotime in
GET 2022 and as a consequence to determine a range of outcomes the Company has also considered the
outcomes of resource estimation in Areas 1 to 4.
The interpretation was completed on drill sections stepping through the project area at 100 m intervals, with
a 200 m section width stepping north-south. Data was viewed with a vertical exaggeration of 50:1 to assist
in visually determining continuity across east-west drill spacing and along north-south sections.
VHML elected to use Ordinary Kriging to estimate a base block model, which was then factored to derive the
lower and upper ranges of tonnes and grades in the GET 2022. The previous 2017 estimate provides sufficient
certainty to support the use of a block model approach to derive a base case for the GET.
CSA Global has reviewed the ra�onale for, and deriva�on of the GET 2022, and is sa�sfied that there is an
appropriate and reasonable basis to support the deriva�on; no�ng of course that the poten�al quan�ty and
grade of the target remain conceptual in nature, that there has been insufficient explora�on to es�mate a
Mineral Resource and that it is uncertain if further explora�on will result in the es�ma�on of a Mineral
Resource.
Table 31: Goschen Exploration Target (GET 2022)
Tonnage THM grade In situ THM
Low Case Upper Case Low Case Upper Case Low Case Upper Case
2,622 Mt 4,071 Mt 2.05% 2.16% 54 Mt 88 Mt
In situ THM Zircon grade In situ zircon
Low Case Upper Case Low Case Upper Case Low Case Upper Case
54 Mt 88 Mt 5.31% 6.03% 3 Mt 5 Mt
In situ THM Rutile grade In situ rutile
Low Case Upper Case Low Case Upper Case Low Case Upper Case
54 Mt 88 Mt 2.03% 2.34% 1 Mt 2 Mt
In situ THM Leucoxene grade In situ leucoxene
Low Case Upper Case Low Case Upper Case Low Case Upper Case
54 Mt 88 Mt 3.08% 3.46% 2 Mt 3 Mt
In situ THM Ilmenite grade In situ ilmenite
Low Case Upper Case Low Case Upper Case Low Case Upper Case
54 Mt 88 Mt 7.13% 8.2% 4 Mt 7 Mt
In situ THM Monazite grade In situ monazite
Low Case Upper Case Low Case Upper Case Low Case Upper Case
54 Mt 88 Mt 0.68% 0.76% 0.4 Mt 0.7 Mt
In situ THM Xenotime grade In situ xenotime
Low Case Upper Case Low Case Upper Case Low Case Upper Case
54 Mt 88 Mt 0.07% 0.07% 0.04 Mt 0.06 Mt

14.2 Future Exploration

14.2.1 Current Status
Considerable exploration has been conducted on EL5520/RL6806, including:
• AC and sonic drilling programs
• Geophysical surveys

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• The upgrade of MREs from Inferred to Indicated

• Metallurgical testwork programs
• Geotechnical and environmental studies.
VHML completed a PFS in February 2019 wherein potential high-grade THM zones were identified during
assessments of historical geological data. The Company designed drilling programs to target these high-value
mineralisation zones and has plans for further drilling, assaying and metallurgical testwork. Work has
continued on the Environment Effects Act 1978 approvals process, with referral formally submitted on
31 August 2018. VHML received notification on 10 October 2018 that the Project would require an
Environment Effects Statement (EES). Environmental assessments to inform the EES are now in progress.
Community consultation has commenced, exploration activities and environmental studies on EL6664,
EL6666 and EL6769 (see Figure 3), including the compilation of available data such as regional topographic
and geological maps and datasets is in progress, and previous exploration maps and drill hole locations (and
results where available) are being reviewed. The interpretation of geological and geophysical data has been
completed. Field surveys for flora and vegetation have been completed for planned AC drilling programs.
VHML has compared historical data across the licences and concluded that the data correlates with the
Company’s drilling results. The combined dataset has allowed VHML to identify target areas for future drilling
campaigns.

14.2.2 Future Exploration Plans

The Company is required as part of its tenement expenditure commitment to advance resource definition
programs. In addition to the planned development at Goschen, VHML intends to continue exploration over
its tenements to expand the current Proved and Probable Ore Reserves, and to identify areas of high-grade
mineralisation that may be incorporated preferentially within the LOM plan.
Resource definition will be prioritised in areas that are proximal to the currently defined Goschen Mineral
Resources. Drilling programs will be designed to expand the project footprint and investigate extensions of
known HMS and REE mineralisation, in addition to undertaking desktop studies and geological mapping.
VHML considers the surrounds of the Goschen development areas offers further opportunities and is highly
prospective for the discovery of additional sheet and strandline style deposits.
Further exploration is planned in Area 2 East and adjacent to the Goschen mining area, and at Cannie and
Nowie. The Company has allocated existing funds for further evaluation of Area 2 East over the next 12
months.

Area 2 East (RL6806) 2022

Area 2 East is located between the Goschen development footprint and Area 2 West. Area 2 East is
approximately 5 km northeast of Lalbert; Area 2 East was drilled and sampled during the February 2019
drilling campaign. The resource definition program comprised 3,819 m of AC drilling in 104 holes. Samples
collected from the drillholes are currently being assayed and will inform future Mineral Resource upgrades.
Planned work comprises:
• Assay drillholes completed in previous drilling programs
• Geological interpreta�on of results
• Mineral Resource es�ma�on
• Determine if appropriate to es�mate Ore Reserve
• Ancillary tasks.

14.2.3 Statutory Obligations

The exploration activities will be undertaken as Low Impact Exploration as defined in the Mineral Resources
(Sustainable Development) Act 1990. Low Impact Exploration requires the notification to Earth Resources

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Regulation of the works program seven days prior to commencement of works. No other permits are required
to conduct the proposed program of exploration set out immediately above.

14.3 Cannie
14.3.1 Overview
In 2021, a geophysical survey confirmed that historic drilling had discovered a significant deposit of HMS
south of the Goschen. This deposit is referred to as Cannie.
Cannie is located approximately 50 km southwest of Swan Hill and 10 km south of Lalbert, within EL6664 and
EL6419. Cannie is divided into southern (Cannie Towaninny) and northern (Cannie Lalbert) target areas.
These are just 10–20 km from Goschen.

14.3.2 Historical Exploration

Previous explorers at Cannie include CRA, MBT, and Corvette Resources. Drillhole intersections of significance
identified during an assessment of the work completed by these companies identified an area of potential
interest extending 15 km in a north-south direction and 6 km in an east-west direction, illustrated in
Figure 27.

Figure 27: Cannie Project – historical basis for targeting

Source: VHML

14.3.3 Planned Exploration

VHML is required (pursuant to conditions attached to the grant of its exploration licences) to undertake
further exploration drilling and associated activities to meet tenement expenditure commitments.
Additionally, the Company plans to generate an Indicated MRE for the purposes of securing a RL.
The Company has allocated A$800,000 for that purpose over the next 12-month period.

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The exploration work program planned on private land includes:

 Drill program to test historic intersec�ons and evaluate Cannie at closer drill spacings where it is
warranted
 Drillholes will target areas where historic drilling has intersected significant intervals of HMS with
significant endowments of zircon, and REM oxides
The program will also include downhole, and airborne geophysical surveys to improve targeting of drilling.
There are currently no defined Mineral Resources at Cannie.
No further permits are required to enable the Company to conduct this program of work. Sufficient land
access rights have been obtained to support the planned activities.

14.4 Nowie
14.4.1 Overview
Nowie is located north-northwest of Goschen and includes tenements EL6419 and EL6666 (Figure 3). VHML
has defined a series of high-grade strandline deposits as well as established an aerially extensive sub-
horizontal sheet deposit using geophysical data acquired in 2021, historical drilling data and data from drilling
completed by the Company.

14.4.2 Historical Exploration

Exploration has been conducted since 1985 and includes work by BHP, Basin Minerals, and RGC. Their
exploration searched for zircon and titanium deposits and overlooked the Nowie Sheet deposit as a
major-scale REM endowment target. A geophysical survey completed by VHML in 2021 confirmed significant
deposits of HMS. There are, however, currently no defined Mineral Resources.

14.4.3 Planned Exploration

The Company is required (pursuant to conditions attached to the grant of its ELs) to undertake further
exploration drilling and associated activities to meet tenement expenditure commitments. The Company has
allocated A$300,000 in H2 2022 for that purpose.
The planned exploration work program planned on private land includes:
 Drilling to evaluate the extent of the known mineralised zones
Early phase metallurgical testwork targeting REM and zircon extraction. No further permits are required to
enable the Company to conduct this program of work. Sufficient land access rights have been obtained to
support the planned activities.

14.5 Cygnus
14.5.1 Overview
Cygnus is located northeast of Goschen and falls within RL6806 (Figure 3).
The Company has completed preliminary exploration drilling on a series of medium to coarse HMS deposits.
This work was completed between 2017 and 2020 and identified a series of high-grade accumulations of
REM, which, based on wide-spaced drilling, appear to be materially higher in total heavy mineral grade than
at Goschen.
Drilling completed by previous explorers has been evaluated and supports the tenor of VHML’s drillhole
intersections. The Company has completed geological interpretation of both its own and historical drill data
and identified two high-grade HMS strandlines trending north-northwest that are up to 250 m wide, and
within 4 m of surface.
There are, however, currently no defined Mineral Resources at Cygnus.

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15 Risks
The interpretations and conclusions reached in this ITAR are based on CSA Global’s review of current
information and the best evidence available at the time of writing. CSA Global makes no guarantee of
certainty as to the presence of economic mineralisation of any commodity within VHML’s tenements.
Any mineral project comprises multiple stages of advancement from early exploration through prospect to
advanced prospect and development. Risk is reduced at each stage. Exploration is an intrinsically risky
process, particularly at an early stage.

15.1 Mineral Resource Estimation

The mixed 38 µm and 20 µm datasets are not ideal but have been sufficiently investigated and have been
appropriately considered in the confidence levels applied to the classified MREs and which have been
reported in accordance with the JORC Code. The further work recommended by IHCR and now commenced
by the Company is endorsed by CSA Global.
The initial MRE methods applied, inverse distance cubed sample weighting and nearest neighbour, have been
replaced with ordinary kriging, an estimation method that provides an improved quantitative account for
anisotropy within the spatial correlations between data points. It potentially minimises bias in an estimate.
This change is better suited to detailed mine planning and scheduling during the final study stages.
The Company’s current approach to estimating bulk density has been tested over time and provides an
acceptable global estimate. However, in situ density measurements are recommended as project
development progresses to refine estimates of tonnage for detailed mine planning and scheduling.
Close-spaced drilling has been completed in Area 1 to investigate local variability. This is good practice and
recommended in all other areas as project evaluation progresses.

15.2 Mineral Processing and Metallurgical Testing

Although the engineering design has been undertaken by a reputable engineer experienced in mineral sands
plant design, and the proposed flowsheet does not include any novel processing units, it is recommended
that further testwork and analysis be completed before FID. In discussions with VHML, the initiatives
recommended in this report will be largely addressed in the current FEED program. Further definition of
mineral recovery by size and analysis of open streams will provide additional comfort that recovery targets
will be achieved, however, this remains a risk area that is being explored in further detail in this program.
Matching geometallurgical characteristics and process criteria to the production schedule is also a
recommended initiative before plant commissioning. The key processing risks as identified in the DFS are
reproduced in Table 32.
Table 32: Key processing risks, as reproduced from the DFS (Table 4.4 of Section 4)
14 Processing plant throughout may • Undertake regular monitoring, sampling and evaluation with qualified on-
be less than DFS expectation. site technical support to commission and maintain process operations to
design specification.
• Review desirability of using feed blending during operations.
• Undertake variability trial on bulk sample to assess impact of changed feed
quality (grade and assemblage) on mineral recovery.
• Conduct specialist studies on pumping characteristics (pipe loop tests) and
define energy requirements for pumping.
• Undertake independent review of pumping calculations.
• Conduct closed-loop testing prior to detailed design of flotation circuit.
• Conduct batch testwork to confirm scrubber dimensions.

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15 Processing plant recovery may be • Undertake regular monitoring, sampling and evaluation with qualified on-
below level defined within DFS. site technical support to commission and maintain process operations to
design specification.
• Review desirability of using feed blending during operations.
• Undertake variability trial on bulk sample to assess impact of changed feed
quality (grade and assemblage) on mineral recovery.
• Conduct closed-loop testing prior to detailed design of flotation circuit.
• Complete validation testwork on separate ore samples.
• Undertake grade control drilling.
53 Project costs estimate may be • Confirm permitting obligations.
exceeded.
• Award EPC/EPCM contract.
• Develop of contingency allowance that reflects actual risks and uncertainties
in the capital cost estimate and potential for increase in costs due to
increases in rates for materials labour and shipping.
• Undertake independent review of capital and operating cost estimates and
schedule.
• Implement project controls (careful control of commitments and costs).
• Assess/finalise funding strategies – shareholder funds, secure loan finance.
Ideally, the testwork described above would have occurred in parallel to a DFS level study, however, there
are always constraints on sample availability and budget that impact this work.
In CSA Global’s professional opinion, the testwork was undertaken by a reputable laboratory with significant
experience in mineral sands flowsheet development. CSA Global considers the processing flowsheet will be
suitable for the recovery of the intended products. A brief review of the process plant design has confirmed
that it essen�ally mirrors the metallurgical testwork results. It is CSA Global’s opinion that the testwork
undertaken is sufficient to support the processing flowsheet selected. Similarly, the testwork indicates that
the an�cipated product quality should be reflected in the selected processing flowsheet when processing
similar ores.
The engineering design has been undertaken by a reputable engineer experienced in mineral sands plant
design, and the proposed flowsheet does not include any novel processing units. The process plant flowsheet
and design and the level of metallurgical tes�ng undertaken meet the standard expected of a DFS for this
type and scale of project and are appropriate to mi�gate the associated risk. CSA Global concurs with the risk
control measure of an independent detailed review of capital and opera�ng cost es�mates and schedule as
proposed by MTPL and has made comment on the con�ngency allowance in the body of this report.
The project delivery strategy whereby MTPL as the engineer is to be integrated as a subcontractor into
another organisa�on will have some unique aspects to commercial closure of an EPC contract that may come
at an unknown premium. As market enquiries are ongoing in terms of this aspect, it is not possible to gauge
the appe�te or availability of organisa�ons that VHML may be approaching. However, it is clear that VHML
understands the risks and challenges with this aspect of the project and that they hope to engage the EPC
contractor as soon as possible.
The lack of an overview of mass balance, including grades and recoveries, creates some difficulty in assessing
where losses of valuable TiO2, ZrO2 and CeO2 occurred during the metallurgical testwork. However,
CSA Global does not consider this to be significant to this stage of project development but recommends that
the issue be inves�gated in more detail as development progress.
The metallurgical testwork was undertaken on a 1.8-tonne bulk sample consolidated from drillholes for
Area 3 and a 9.1-tonne bulk sample from Area 1. The heavy mineral grade of the bulk samples was given in
the testwork report and cross-correla�on studies with the resource model are in progress. The process design
flowsheet in the February 2019 PFS will need upda�ng to reflect metallurgical testwork results delivered in
April 2019.

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In CSA Global’s opinion, the recoveries applied are typical/appropriate given the results of the testwork and
the stage of project development.

15.3 Mine Planning and Ore Reserves

Auralia considered Measured and Indicated material within the Resource Model for the ORE and applied
modifying factors in the ORE. CSA Global recommends future detailed studies to reduce the margin of error
in recovery, realised prices and product specifications as the Project progresses.
CSA Global has reviewed the parameters applied in the mine planning process and Ore Reserve es�ma�on,
and recommends the following considera�ons as the Project progresses:

• Addressing opera�onal safety and risk aspects of in-pit tailings management

• Considera�on of addi�onal price discoun�ng for the Area 3 minerals in concentrates
• Applica�on of mining dilu�on and recovery when calcula�ng the block value to determine ore and
waste, as per standard industry prac�ce
• Ensure consistency of parameters such as unit costs, mining dilu�on, mining recovery, metallurgical
recovery, pricing etc. throughout the op�misa�on, block value calcula�on, design, schedule and cash
flow model
• Review the long-term pricing forecasts for foreign exchange as the reserve was run adop�ng a long-
term forecast of A$1:00 = US$0.70 compared to the current exchange rate
• Ensure that the latest resource block models are used for op�misa�on, pit design, LOM schedule,
and cash flow model
• Further refinement of capital and opera�ng cost es�mates.

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16 Use of Funds
A minimum amount of A$20 million will be raised (with the potential for oversubscriptions of a further A$10
million), and it is anticipated that the Company will have cash on hand of A$11.1 million as at 1 October 2022,
giving a total of A$31.1 million to sustain operations in the initial 12 months post-listing (Table 33). The
commentary herein is based on the minimum subscription amount of A$20 million being raised. Should
additional capital be raised by way of oversubscriptions of up to A$30 million, the Company will apply such
funding to additional engineering and exploration activities as outlined in Table 33.
Table 33: Use of funds
A$20M Case A$30M Case
Sources of funds
A$ A$
Cash on hand as of 1 September 2022 11,100,000 11,100,000
IPO proceeds 20,000,000 30,000,000
TOTAL AVAILABLE FUNDS 31,100,000 41,100,000
Use of funds
Goschen Project
Metallurgical and hydromet circuit testwork 1,400,000 4,700,000
FEED 1,800,000 5,700,000
Approvals 7,700,000 7,700,000
Land acquisition and community 11,300,000 11,300,000
Exploration and appraisal
Cannie Program 800,000 2,300,000
Nowie Program 300,000 1,100,000
Licence fees/other exploration 800,000 800,000
Corporate (general and administration) 2,200,000 2,200,000
Interest costs and costs of the Offer 3,800,000 4,300,000
Working capital and liquidity buffer 1,000,000 1,000,000
TOTAL USE OF FUNDS 31,100,000 41,100,000

CSA Global has reviewed the Company's proposed used of funds for the HMS and REE explora�on and
appraisal ac�vi�es, and the project development strategy, and finds the expenditure to be reasonable.

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Henry, E. and Howard, G. 2022. Goschen Exploration Target 2022 Summary Report. Internal company report RPEX989,
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Howard, G. 25 September 2019. “VHM Strandline Project, Orion and Cygnus Strandlines” confidential internal VHM
report.
Joint Ore Reserves Committee, 2012. Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore
Reserves. The JORC Code, 2012 Edition. [online]. Available from http://www.jorc.org (The Joint Ore Reserves
Committee of The Australasian Institute of Mining and Metallurgy, Australian Institute of Geoscientists, and
Minerals Council of Australia).
Jones, G., and Canisius, M. 2019a. JORC Technical Report Goschen Project Area 4 Mineral Resource Estimate VHM
Limited August 2019, 1690-G-REP-0000-8002 RevB, Issued August 2019 by IHC Robbins.
Jones, G., and Canisius, M. 2019b. JORC Technical Report Goschen Project Area 2 West Mineral Resource Estimate VHM
Limited August 2019, 1711-G-REP-0000-8002, Issued August 2019 by IHC Robbins.
Jones, G., and Cody, S. 2019d. JORC Technical Report Goschen Project Area 1 and 2 South Mineral Resource Estimate
VHM Limited August 1712-G-REP-0000-8002 RevB, Issued August 2019 by IHC Robbins.
Jones, G., and Cody, S., 2019c. JORC Technical Report Goschen Project Area 1 and 2 South Mineral Resource Estimate
VHM Limited August 1712-G-REP-0000-8002 RevA, Issued August 2019 by IHC Robbins.
Keers, A 2019. VHM Limited, Goschen Project Area 1/2 Sth Ore Reserve Study, draft report issued by Auralia Mining
Consulting Pty Ltd, Level 1, 43 Ventnor Ave, West Perth WA 6005.
Keers, A, February 2021. VHM Limited Goschen Project Area 3 Ore Reserve Study, Auralia Mining Consulting.
Keers, A. March 2021. VHM Limited Goschen Project Area 1 Ore Reserve Study, Auralia Mining Consulting.
Lang, S. and Ross, M., 14th February 2022. Goschen Mineral Sands Project DFS – Phase 2 Basis of Estimate Report 514-
PM2004, Mineral Technologies Pty Ltd.
Lang, S., Ross, M. and Allen, M. 14th February 2022. Goschen Project Definitive Feasibility Study – Phase 2 Pricing
Schedule Estimate 514-PM1009, Mineral Technologies Pty Ltd.
Marrable, S.W. 4 December 2019. Australian Rare Earth Mineral (AREM) Project – Scoping Study II. Internal company
report by VHM.
Marrable, S.W. and Sullivan, A., July 2019. Australian Rare Earth Mineral (AREM) Project Scoping Study Executive
Summary., VHM Limited.
Moore, D.H. 1999. Basement – Basin Interactions in the development of the Murray Basin and its mineral sand deposits.
GSV. Extended Abstracts – Murray Basin Mineral Sands Conference. Australian Institute of Geoscientists
Bulletin No. 26 1999.
Moore, D.H. et al., 1998. Palaeozoic geology and resources of Victoria. AGSO Journal of Australian Geology and
Geophysics.
Nutt, W., and Raffaillac, E., 7th December 2017. Report Number 17 / 83297 / 2 Revision 2 Characterization and
Preliminary Testwork on Mineral Sand Ore Sample, Mineral Technologies Pty Ltd.
Pax, R.A. And Henderson, D., 2009, An analysis of operating plant issues and the minimization of risk. The 7th
International Heavy Minerals Conference ‘What next’, The Southern African Institute of Mining and
Metallurgy.
Pobjoy, R. 1 October 2019. Cannie Project. Confidential internal VHM report.
Price Sierakowski, October 2019. Solicitor’s Report on Mining Tenements, by Price Sierakowski Corporate, Level 24 St
Martins Tower 44 St Georges Terrace PERTH WA 6000
Raffaillac, E. 15 December 2021. MS 21 / 3371048 / 1 Revision 1 MSP Flowsheet Verification Testwork Using Area-1
Feasibility Study Mag and Non-mag HMC Samples, Mineral Technologies Pty Ltd.

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Raffaillac, E. and Vadeikis, C.,2nd February 2018. 514-PM0002 Goschen Project Mineral Recovery Estimates, Mineral
Technologies Pty Ltd.
Raffaillac, E. and Woodall, F. , May 2017. 514-PM0001 Goschen Project Design Basis, Mineral Technologies Pty Ltd, 2nd
February 2018. Standing, C. 2017. Goschen North – Mineral Resource Estimate. Internal company report
prepared for VHM Exploration Pty Ltd. Sedgwick, B. 514-PM1012 Goschen Project DFS Process Design Criteria,
Mineral Technologies Pty Ltd, 17th February 2022.
Sedgwick, B. and Ross, M., 14th February 2022. 514-PM0001 Goschen Project Design Basis, Mineral Technologies Pty
Ltd.
Standing, C and Froud, J (2017). 1705 RPP597 Goschen_MRE_V2_C Standing. Goschen North Mineral Resource Estimate.
Internal company report prepared for VHM Exploration Pty Ltd
Valencia Bejarano, M. May 2019. A Report to VHM Limited on Monazite / Xenotime Mineral Concentrate Conversion –
Concept Study Part 2 – Engineering. Ansto Minerals, Locked Bag 2001 Kirrawee NSW 2232 Australia.
VALMIN, 2015. Australasian Code for Public Reporting of Technical Assessments and Valuations of Mineral Assets (The
VALMIN Code), 2015 edition. [online]. Available from http://www.valmin.org (The VALMIN Committee of The
Australasian Institute of Mining and Metallurgy, and The Australian Institute of Geoscientists).
VHM_a, 29 August 2019. “Memo – CSA Questions” – internal memorandum prepared by Jenny Cookson – General
Manager, Approval – VHM Limited for Amy Sullivan – Executive General Manager, Approval and Growth –
VHM Limited.
VHM_b, 27 August 2019. “Annual Technical Report 18/19” – draft report prepared by VHM for submission to the
Victorian government to meet statutory annual reporting requirements.
Ward, A. and Ross, M. 1 May 2018. Goschen Mineral Sands Project Mineral Separation Plant & Product Loadout
Operating Expenditure Estimate (±35%) 5Mtpa Case Document No. 514-PM1104, Mineral Technologies Pty
Ltd.
Ward, A. and Ross, M., 1 May 2018. Goschen MUP & WCP Operating Expenditure Estimate (±35%) 5Mtpa Case
Document No. 514-PM1103, Mineral Technologies Pty Ltd.
Williams, G. and Rossetti, N., December 2020. RPP803 Overview of Area 1 Metallurgical Testwork Program, VHM
Limited.

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18 Abbreviations and Units of Measurement

° degrees
°C degrees Celsius
µm micron(s)
2017 MRE 2017 Goschen North Mineral Resource estimate
3D three-dimensional
AACE Advancement of Cost Estimation
AC aircore
AECOM AECOM Infrastructure
AIG Australian Institute of Geoscientists
ALS ALS Laboratories
ASIC Australian Securities and Investments Commission
ASX Australian Securities Exchange
Auralia Auralia Mining Consultants
AusIMM Australasian Institute of Mining and Metallurgy
Basin Basin Minerals NL
CAPEX capital expenditure
cm centimetres
CRA CRA Exploration
CSA Global CSA Global Pty Ltd
DFS definitive feasibility study
Diamantina Diamantina Laboratories
EES Environment Effects Statement
EL Exploration Licence
EPC engineering, procurement and construction
EPCM engineering, procurement and construction management
FEED front-end engineering and design
FID final investment decision
FPP feed preparation plant
g grams
g/cm3 grams per cubic centimetre
GET 2022 Goschen Exploration Target 2022
GJ gigajoules
GL gigalitres
GPS global positioning system
HMC heavy mineral concentrate
HMS heavy mineral sand(s)
HWLE HWL Ebsworth

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ID2 inverse distance weighting squared

IHCR IHC Robbins
Iluka Iluka Resources Ltd
IPO Initial Public Offering
ITAR Independent Technical Assessment Report
kg kilograms
km kilometre(s)
km 2
square kilometres
ktpa thousand tonnes per annum
L litre(s)
LiDAR light detection and ranging (survey)
LNG liquefied natural gas
LOM life of mine
m metre(s)
M million(s)
m 2
square metres
m 3
cubic metres
Majesso Majesso Consulting Pty Ltd
MBT Murray Basin Titanium Pty Ltd
mm millimetres
MRE Mineral Resource estimate
MSP mineral separation plant
Mt million tonnes
Mtpa million tonnes per annum
MTPL Mineral Technologies Pty Ltd
MUP mining unit plant
MVA megavolt ampere
MW megawatts
NPI non-process infrastructure
OPEX operating expenditure
ORE Ore Reserve estimate
P&S Pit & Sherry Pty Ltd
pa per annum
PDC process design criteria
PFS prefeasibility study
Providence Providence Gold and Minerals Pty Ltd
PSD particle size distribution
QEMSCAN Quantitative Evaluation of Minerals by Scanning Electron Microscopy
RC reverse circulation

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REE rare earth element(s)

REM rare earth mineral(s)
REMC rare earths mineral concentrate
REMFC rare earths mineral flotation circuit
REO rare earth oxide(s)
RGC RGC Exploration Pty Ltd
RL Retention Licence
ROM run of mine
RSA Right Solutions Australia
SG specific gravity
SGMP Surpac graphical mining package
THM total heavy minerals
tpa tonnes per annum
tph tonnes per hour
TREO total rare earth oxide(s)
TZMI TZ Minerals International
VHM valuable heavy minerals
VHMC valuable heavy minerals concentrate
VHML VHM Limited
WA Western Australia
WCP wet concentrator plant
XRF x-ray fluorescence

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Appendix A Compilation – JORC Code (2012 Edition)

Table 1 for Area 1, Area 2W, Area 3 Extended, Area 4
and the Goschen Exploration Target
Area 1 – JORC Table 1 (JORC Code, 2012 Edition)
Competent Person: Graham Howard (JORC Table 1 Sections 1, 2, 3)
Report Title: Area 1 Mineral Resource Estimate Report
Report Reference: RPP780
Date Reported: 29 November 2020

Section 1: Sampling Techniques and Data

(Criteria in this section apply to all succeeding sections)

Criteria JORC Code explanation Commentary

Sampling Nature and quality of sampling (e.g. cut Aircore (AC) drilling was used to obtain samples at 1 m intervals.
techniques channels, random chips, or specific The following information covers the sampling process:
specialised industry standard measurement • The full 1 m drill samples were split down to approximately
tools appropriate to the minerals under ~1,000 g to ~2,500 g by rotary splitter mounted on the drilling
investigation, such as down hole gamma rig.
sondes, or handheld XRF instruments, etc.).
• Each 1 m composite subsample was homogenised by
These examples should not be taken as
manually mixing the sample within the sample bag.
limiting the broad meaning of sampling.
• Bulk sample reject for each metre was retained. The 2018
Include reference to measures taken to bulk rejects were included in the Area 1 metallurgy sampling
ensure sample representivity and the program.
appropriate calibration of any
measurement tools or systems used. • A sample of sand of approximately 20 g is scooped from the
sample bag for visual estimation of heavy mineral and slimes
Aspects of the determination of content and also sample description. The same mass of
mineralisation that are Material to the sample is consistently used for each panned sample to ensure
Public Report. calibration is maintained for consistency in visual estimation.
In cases where ‘industry standard’ work has • Sample logging software is used at the drill rig for recording
been done this would be relatively simple sample intervals and descriptions.
(e.g. ‘reverse circulation drilling was used to
• The sample bag is sealed and dispatched to a commercial
obtain 1 m samples from which 3 kg was
laboratory for analysis.
pulverised to produce a 30 g charge for fire
assay’). In other cases more explanation • The laboratory sample was oven dried at 105°C for a
may be required, such as where there is minimum of 2 hours (and then re-dried for up to 12 hours if
coarse gold that has inherent sampling required), and split down to 100 g subsamples via a rotating
problems. Unusual commodities or splitter fed by a vibrating screen. A laboratory repeat was
mineralisation types (e.g. submarine taken at ~1:25 samples.
nodules) may warrant disclosure of detailed • All drillhole subsamples were screened using vibrating screens
information. with a top screen of either 1 mm or 2 mm mesh and a bottom
screen of either 20 µm or 38 µm. Oversize (+1 mm or 2 mm
fraction) was removed and the -20 µm or -38 µm fraction
(SLIMES) discarded. The sand fraction (1 mm or 2 mm to
+20 µm or 38 µm) was then submitted for heavy liquid
separation (HLS) using TBE to determine total heavy mineral
(THM) content. Samples screened at the bottom screen of
20 micron at ALS Laboratories employed the use of a
centrifuge-assisted separation. All other HLS samples used
static-fall gravity separation.
• Duplicates were taken at the drill rig by hanging sample bags
side-by-side on the rotary splitter at a rate of ~1:20.
• Duplicates were taken within mineralisation zones as the
waste material was excluded from sampling.

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Criteria JORC Code explanation Commentary

• Commercially obtained standards were inserted by the
laboratory at a rate of ~1:40.
Drilling Drill type (e.g. core, reverse circulation, Wallis Drilling was the contractor used for the 2017 and 2018 AC
techniques open-hole hammer, rotary air blast, auger, drilling and sampling program upon which the Goschen Area 1
Bangka, sonic, etc) and details (e.g. core Mineral Resource estimate (MRE) was based.
diameter, triple or standard tube, depth of AC drilling, which is a standard technique for the heavy mineral
diamond tails, face-sampling bit or other sand industry, was used. AC drilling is a form of reverse
type, whether core is oriented and if so, by circulation drilling where the sample is collected at the face and
what method, etc.). returned inside the inner tube.
All drillholes were vertical and were drilled using NQ-sized drill
string and bits. Drill rods were 3 m long.
Drill sample Method of recording and assessing core and Drill sample recovery is monitored by recording sample condition
recovery chip sample recoveries and results assessed. from “dry good” to “wet poor”.
Measures taken to maximise sample While initially collaring the hole, limited sample recovery can
recovery and ensure representative nature occur in the initial 0–1 m sample interval owing to sample and air
of the samples. loss into the surrounding loose soil. The initial 0–1 m sample
Whether a relationship exists between interval is drilled very slowly in order to achieve optimum sample
sample recovery and grade and whether recovery.
sample bias may have occurred due to Each entire 1 m sample apart from the subsample taken for
preferential loss/gain of fine/coarse logging and analysis) is collected at the drill rig in large,
material. numbered plastic bags for dispatch to the initial split preparation
facility.
At the end of each drill rod, the drill string is cleaned by blowing
down with air to remove any clay and silt potentially built up in
the sample tubes.
The twin-tube AC drilling technique is known to provide high-
quality samples from the face of the drillhole (in ideal
conditions).
Logging Whether core and chip samples have been Each AC sample was qualitatively logged into a field-validated
geologically and geotechnically logged to a data capture software package, and later uploaded to the
level of detail to support appropriate AcQuire database.
Mineral Resource estimation, mining The samples were logged for lithology, colour, grain size, sorting,
studies and metallurgical studies. hardness, sample condition, washability, estimated heavy
Whether logging is qualitative or mineral content, estimated slimes content and any relevant
quantitative in nature. Core (or costean, comments such as slope, vegetation, or cultural activity.
channel, etc) photography. Every drillhole was logged in full.
The total length and percentage of the Logging is undertaken with reference to a Drilling Guideline with
relevant intersections logged. codes prescribed and guidance on description to ensure
consistent and systematic data collection.
Downhole gamma probe logging was completed in 2018
program. This technique provided spatial indication of valuable
heavy minerals (VHM) mineral concentrations based on
occurrence of radioactive minerals associated with VHM
deposits.
Subsampling If core, whether cut or sawn and whether The 1 m sample interval is rotary split at the drill rig. A total of
techniques quarter, half or all core taken. ~1.2 kg to ~2.5 kg of each sample was placed into calico sample
and sample If non-core, whether riffled, tube sampled, bags and exported to either Diamantina or ALS Laboratory for
preparation rotary split, etc and whether sampled wet THM analysis.
or dry. The water table depth, if intersected, was noted in all geological
For all sample types, the nature, quality and logs and when water injection was required to aid sample
appropriateness of the sample preparation recovery the sample was logged as “wet poor”.
technique. Almost all the samples are silty sand, sand, sandy clay, clayey
Quality control procedures adopted for all sand, or clay and this sample preparation method is considered
subsampling stages to maximise appropriate.
representivity of samples. The sample sizes were deemed suitable to reliably capture THM,
slime, and oversize characteristics, based on industry experience
of the geologists involved and consultation with laboratory staff.

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Criteria JORC Code explanation Commentary

Measures taken to ensure that the sampling Field duplicates of the samples were completed at a frequency of
is representative of the in-situ material 1:20 primary samples.
collected, including for instance results for Bulk sample rejects (5–8 kg) retained for further testwork.
field duplicate/second-half sampling.
Whether sample sizes are appropriate to
the grain size of the material being
sampled.
Quality of The nature, quality and appropriateness of Both the 2017 and 2018 programs undertook the following
assay data the assaying and laboratory procedures sample logging process:
and used and whether the technique is • The wet panning at the drill site provides an estimate of the
laboratory considered partial or total. THM % which is sufficient for the purpose of determining
tests For geophysical tools, spectrometers, approximate concentrations of THM in the first instance.
handheld XRF instruments, etc, the AC sample:
parameters used in determining the
• The individual 1 m AC subsamples were assayed by either
analysis including instrument make and
Diamantina Laboratories or ALS Global in Perth, Western
model, reading times, calibrations factors
Australia. Samples were initially oven dried at 105°C for two
applied and their derivation, etc.
hours (and then up to 12 hours for very wet samples) then
Nature of quality control procedures reduced on a rotary splitter by 15%. Samples were then riffle
adopted (e.g. standards, blanks, duplicates, split to 100 g sub-splits (weighed and captured) and then left
external laboratory checks) and whether to soak overnight.
acceptable levels of accuracy (i.e. lack of • All samples were then wet washed and sieved on vibrating
bias) and precision have been established. screens using a top screen of +1 mm or +2 mm to remove the
very coarse sand, pebbles, or grits. The bottom screen used
either a 20 µm or 38 µm mesh for removal and determination
of the -SLIMES fraction. The remaining sand fraction was then
submitted to HLS process using either centrifuge assisted
separation (ALS-20 micron), or static-gravity drop.
(Diamantina – all).
• The laboratories used TBE as the heavy liquid medium – with
density range between 2.92 g/ml and 2.96 g/ml. The density
of the heavy liquid was checked every day.
• This is an industry standard technique.
• Field duplicates of the samples were collected and submitted
for assay at a frequency of 1 per 20 primary samples.
• Both laboratories completed their own internal quality
assurance and quality control (QAQC) checks that included
laboratory standards every 40th sample and a Laboratory
repeat every 25th sample prior to the results being released.
• Analysis of QAQC samples show the laboratory data to be of
acceptable accuracy and precision.
• The adopted QAQC protocols are acceptable for this stage of
test work.
• Assay methodology research and development was
completed in parallel using samples from various areas of the
Goschen deposit using different THM assaying and mineral
assemblage analytical methods. This included round robin
submissions to different assay laboratories. Testwork included
analysis of different analytical methods to determine
appropriate THM analytical method.
Verification of The verification of significant intersections All results were checked by the Company’s Geology Manager.
sampling and by either independent or alternative The Company’s Geology Manager and an independent Resource
assaying company personnel. Geologist made periodic visits to the laboratories to observe
The use of twinned holes. sample processing and procedure.
Documentation of primary data, data entry A process of laboratory data validation using mass balance is
procedures, data verification, data storage undertaken to identify entry errors or questionable data.
(physical and electronic) protocols. Field and laboratory duplicate data pairs (THM/OS/SLIME) of
Discuss any adjustment to assay data. each batch are plotted to identify potential quality control issues.

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Criteria JORC Code explanation Commentary

Standard Reference Material sample results are checked from
each sample batch to ensure they are within tolerance (<3SD)
and that there is no bias.
The field and laboratory data were exported from the VHM
Limited (VHML) AcQuire database and imported into Datamine
by a geologist contracted to VHML, which is appropriate for this
stage in the program. Data validation criteria are included to
check for overlapping sample intervals, end of hole match
between “Lithology”, “Sample”, “Survey” files and other
common errors.
Location of Accuracy and quality of surveys used to Drillhole collar locations were surveyed by an independent
data points locate drillholes (collar and downhole surveyor using industry standard equipment. Three permanent
surveys), trenches, mine workings and other survey marks in the area provided survey control, allowing for
locations used in Mineral Resource repeatable and accurate survey readings across the project area.
estimation. The datum used is GDA 94 and coordinates are projected as MGA
Specification of the grid system used. Zone 54.
Quality and adequacy of topographic A digital topographic surface was generated by VHML from data
control. collected during a light detection and ranging (LiDAR) survey
commissioned by VHML. The accuracy of the locations is
sufficient for this stage of exploration.
Data spacing Data spacing for reporting of Exploration 454 drillholes were used to inform the resource estimate. All
and Results. holes were completed in drilling campaigns conducted in 2018 or
distribution Whether the data spacing and distribution 2019. Drillholes are spaced on a grid of lines spaced at 200 m in
is sufficient to establish the degree of the north-south direction and typically between 100 m and
geological and grade continuity appropriate 200 m in the east-west direction with some close-spaced drilling
for the Mineral Resource and Ore Reserve as close as 50 m along traverses.
estimation procedure(s) and classifications The collar spacing is sufficient to provide a high degree of
applied. confidence in geological model and grade continuity within the
Whether sample compositing has been holes at this stage.
applied. Each AC drill sample is a single 1 m sample of sediment
intersected down the hole. 16,446 samples were used to inform
the MRE.
No downhole compositing has been applied to models for values
of THM, slime, and oversize.
Compositing of samples was undertaken on THM concentrates
for mineral assemblage determination. Composite samples were
determined by geological domains.
Orientation of Whether the orientation of sampling The mineralisation at the Goschen Area 1 project is a largely flat-
data in achieves unbiased sampling of possible lying (with some soft sediment deformation across a basement
relation to structures and the extent to which this is fault) sedimentary package which does not display a strong
geological known, considering the deposit type. orientation of mineralisation at the current sample spacing.
structure 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 sample AC samples were stored on site (at a dedicated warehouse in
security security. Kerang).
The samples were then dispatched to Perth using Swan Hill
Freight agents and delivered directly to the laboratories.
The laboratory inspected the packages and did not report
tampering of the samples
Audits or The results of any audits or reviews of Internal reviews were undertaken during the geological
reviews sampling techniques and data. interpretation and throughout the modelling process.

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Section 2: Reporting of Exploration Results

(Criteria listed in the preceding section also apply to this section)

Criteria JORC Code explanation Commentary

Mineral Type, reference name/number, location and The exploration work was completed on tenements that are
tenement and ownership including agreements or 100% owned by VHML in Victoria, Australia.
land tenure material issues with third parties such as The drill samples for this MRE were drilled and collected from
status joint ventures, partnerships, overriding Exploration Licence 5520.
royalties, native title interests, historical
The Exploration Licence original date of grant was 10 October
sites, wilderness or national park and
2014 with an expiry date of 9 October 2019. A Retention Licence
environmental settings.
to replace the Exploration Licence was granted by Earth
The security of the tenure held at the time Resources Regulation, which is the responsible statutory body
of reporting along with any known and part of Victorian Department of Jobs, Precincts and Regions,
impediments to obtaining a licence to in January 2020.
operate in the area.
Exploration Acknowledgment and appraisal of Historical exploration work was completed by previous
done by other exploration by other parties. exploration companies including Austiex (1977–1978), CRA
parties Exploration (1981–1987), Renison Goldfields Consolidated (1980–
1991), WJ Holdings (1998), RZM Group (1999), Basin Minerals
(2001), Providence Gold and Minerals (2004–2005), and Iluka
(2009).
The Company has obtained the hardcopy reports and maps in
relation to this information as part of its historical review in
preparation for their current work program.
The historical data comprises surface sampling, limited AC drilling
and mapping.
The current resource estimate is based solely on work conducted
by VHML.
Geology Deposit type, geological setting and style of The heavy mineral sands at the Goschen Project is a fine-grained
mineralisation. deposit hosted within the offshore depositional paleo-
environment of the Loxton Parilla Sands. The Loxton-Parilla Sand
is common within the Murray Basin and hosts all known mineral
sand deposits in the Basin. Alluvial sediments of the Shepparton
Formation have been deposited over the Loxton-Parilla Sand and
the Bookpurnong Formation consisting of shallow marine clays
and marls is positioned below within the lithological sequence.
Drillhole A summary of all information material to Company completed LiDAR survey of the Area 1 Mineral
information the understanding of the exploration results Resource area. All drillholes collar RL adjusted to LiDAR surface.
including a tabulation of the following Hole collar surveyed both by global positioning system and
information for all Material drillholes: surveyor.
• easting and northing of the drillhole Holes were vertical.
collar
All drillholes were surveyed by downhole gamma probe.
• elevation or RL (Reduced Level -
elevation above sea level in metres) of Drillhole depth cross verified with drilling reports and geologist
the drillhole collar log for each hole.
• dip and azimuth of the hole The field and laboratory data were exported into the VHML’s
AcQuire database.
• downhole length and interception depth
Drill data verified by light table evaluation during interpretation
• hole length.
of 2020 Mineral Resource domains.
If the exclusion of this information is
justified on the basis that the information is
not Material and this exclusion does not
detract from the understanding of the
report, the Competent Person should clearly
explain why this is the case.
Data In reporting Exploration Results, weighting No data aggregation methods were utilised, no top cuts were
aggregation averaging techniques, maximum and/or employed, and all cut-off grades have been reported.
methods minimum grade truncations (e.g. cutting of
high grades) and cut-off grades are usually
Material and should be stated.

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Criteria JORC Code explanation Commentary

Where aggregate intercepts incorporate
short lengths of high-grade results and
longer lengths of low-grade results, the
procedure used for such aggregation should
be stated and some typical examples of
such aggregations should be shown in
detail.
The assumptions used for any reporting of
metal equivalent values should be clearly
stated.
Relationship These relationships are particularly The nature of the mineralisation is horizontal, thus vertical AC
between important in the reporting of Exploration holes represent the true thicknesses of the mineralisation.
mineralisation Results. Downhole widths are reported.
widths and If the geometry of the mineralisation with
intercept respect to the drillhole angle is known, its
lengths nature should be reported.
If it is not known and only the downhole
lengths are reported, there should be a
clear statement to this effect (e.g.
‘downhole length, true width not known’).
Diagrams Appropriate maps and sections (with scales) Plan view and typical cross sections provided in shareholder
and tabulations of intercepts should be announcement and resource report.
included for any significant discovery being
reported These should include, but not be
limited to a plan view of drillhole collar
locations and appropriate sectional views.
Balanced Where comprehensive reporting of all Exploration Results have been reported at THM >1% to indicate a
reporting Exploration Results is not practicable, range of potential tonnes and grade.
representative reporting of both low and
high grades and/or widths should be
practiced to avoid misleading reporting of
Exploration Results.
Other Other exploration data, if meaningful and Detailed mineral assemblage work was undertaken on composite
substantive material, should be reported including (but samples for the Project by ALS Metallurgy Services, Perth and by
exploration not limited to): geological observations; Bureau Veritas in Adelaide. ALS applied an integrated
data geophysical survey results; geochemical mineralogical approach using both x-ray fluorescence (XRF)
survey results; bulk samples – size and analysis and Quantitative Evaluation of Minerals by Scanning
method of treatment; metallurgical test Electron Microscopy (QEMSCAN). Bureau Veritas also use
results; bulk density, groundwater, QEMSCAN for mineralogical determinations but use a
geotechnical and rock characteristics; combination of XRF and laser ablation techniques for chemical
potential deleterious or contaminating assay. These techniques were used to gain a quantitative
substances. understanding of the elemental composition and mineralogical
assemblage.
The XRF and laser ablation techniques provide measurements of
relative elemental abundances (down to limits of a few parts per
million) which allows for a quantifiable basis for determination of
mineralogy, provenance, depositional environment, and
diagenetic history. The XRF analysis was utilised to apply assay
data to the geological model for grade interpretation.
The QEMSCAN method of analysis required the samples to be
screened into +150 µm and -150 µm screen fraction prior to
sample preparation and QEMSCAN analysis.

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Criteria JORC Code explanation Commentary

Sample preparation required each subsample was mixed with
size-graded, high-purity graphite to ensure particle separation
and discourage density segregation. These sample-graphite
mixtures were then set into moulds using a two-part epoxy resin,
producing a representative sub-sample of randomly orientated
particles. Once cured, the resin blocks were then cut to expose a
fresh surface which is then gradually ground and polished. Once
QAQC checks are completed, the sections are then carbon coated
for electron beam conductivity and presented to QEMSCAN for
analysis.
The samples were analysed using QEMSCAN technology in Field
Scan mode and Particle Mineralogical Analysis mode.
Detailed sachet scanning of heavy mineral sinks from the drill
assay process was carried out to determine regions of gross
mineralogy as well as an overall consideration of VHM content.
Other considerations undertaken during this sachet logging were
the presence of iron oxide coatings on THM, and any gross
composition of trash heavy minerals. Sachet logging then had
partial input into the geological/mineralogical/THM grade
interpretation which then assisted with domain control for
modelling, as well as providing guidance for the allocation of
mineral assemblage composites where it was not possible to get
gamma data due to hole collapse.
Early composite samples were generated solely on heavy mineral
grades, which were used to generate geological domain
boundaries. These composite samples frequently cross later
interpretations of domain boundaries. As a result, many of the
early composites are not representative of the interpreted
mineralised domains. Many of these sample were, therefore,
omitted from the dataset used to inform the resource estimate.
Once the sample compositing was completed, the sample
identification and mineral assemblage composite number was
submitted to the labs listed above for mineralogical
determination.
In mid-2018, a 9.1-tonne bulk sample was created by
compositing 429 excess drill sample cuttings (6,843 kg) from the
mineralised zones of 107 holes which were drilled in 2018. The
bulk of the sample was also complimented with 214 samples
(2,238 kg) the mineralised drill-core from 35 holes that were
generated by a specifically targeted sonic drilling program across
the Area 1 deposit. The bulk sample was treated to a program of
work to remove oversize and de-slime the parent sample in
preparation for metallurgical testwork. The testwork was
undertaken by Mineral Technologies.
In addition to a THM head-grade, and slimes and oversize
content details, the testwork produced a concentrate whose
mineral assemblage was determined by ALS using QEMSCAN as
described above.
Details of summary drillhole composite is presented in the
appendices of the MRE report.
Further work The nature and scale of planned further Additional work is required to provide further detailed
work (e.g. tests for lateral extensions or information on the mineral assemblage of the THM.
depth extensions or large-scale step-out Further drilling may be planned if an economic analysis of the
drilling). resource provides justification for such work.
Diagrams clearly highlighting the areas of
possible extensions, including the main
geological interpretations and future
drilling areas, provided this information is
not commercially sensitive.

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Section 3: Estimation and Reporting of Mineral Resources

(Criteria listed in section 1, and where relevant in section 2, also apply to this section)

Criteria JORC Code explanation Commentary

Database Measures taken to ensure that data has Exploration data is collected in the field using a data collection
integrity not been corrupted by, for example, software package that uses validation routines to ensure no
transcription or keying errors, between its incorrect codes can be used during logging. That field data is
initial collection and its use for Mineral uploaded the Company’s AcQuire database using validation
Resource estimation purposes. routines.
Data validation procedures used. Laboratory assay files are also uploaded to the VHML database
via routines the check the validity of the data.
All data used in the resource estimate was downloaded directly
from the VHML database in the form of csv files and then
converted to Datamine files.
Checks of data by visually inspecting on screen to identify
translation of samples.
Visual and statistical comparison was undertaken to check the
validity of results.
Site visits Comment on any site visits undertaken by An extended site visit during the 2018 resource drilling phase in
the Competent Person and the outcome of EL5220 was undertaken by Competent Person (Geology Manager)
those visits. to observe the drilling data collection and sampling activities. No
If no site visits have been undertaken deficiencies were identified during the visit.
indicate why this is the case.
Geological Confidence in (or conversely, the The geological interpretation was undertaken by VHML’s
interpretation uncertainty of) the geological Geologists using all logging, downhole gamma responses, and
interpretation of the mineral deposit. sampling data and observations.
Nature of the data used and of any Current data spacing and quality is sufficient to indicate grade
assumptions made. continuity.
The effect, if any, of alternative Interpretation of modelling domains was restricted to the main
interpretations on Mineral Resource mineralised envelopes utilising THM, oversize, slimes, and
estimation. geology logging. The interpretation of the domains was also aided
The use of geology in guiding and by the utilisation of downhole gamma signatures produced by the
controlling Mineral Resource estimation. geophysical logging which assisted with distinguishing domain
boundaries in the Area 1 area. The Area 1 West resource area is
The factors affecting continuity both of
defined by data generated using a 38 µm lower screen only. The
grade and geology.
Area 1 East Resource area incorporates data generated using
both 38 µm and 20 µm lower screen sizes. To remove the
possibility of mixed data populations, the 38 µm data was
excluded from the Area 1 East MRE.
Sachet logging was also undertaken by the company in relation to
specific areas within the project to provide greater understanding
of mineralogical domain (e.g. where it was not possible to obtain
gamma signatures below the water table due to hole collapse).
The MRE was controlled by the topographic surface and a series
of wireframed surfaces delineating the mineralised domain.
The mineralisation is apparently open to the north, south, east,
and west.
Dimensions The extent and variability of the Mineral The current resource has been defined as being approximately
Resource expressed as length (along strike 2,000 m (north-south) on average, and 4,000 m wide east-west).
or otherwise), plan width, and depth below It is approximately 10–12 m thick and is buried by an average of
surface to the upper and lower limits of the 16 m of overburden.
Mineral Resource.

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Criteria JORC Code explanation Commentary

Estimation The nature and appropriateness of the The MRE was conducted using Datamine Studio RM. Ordinary
and modelling estimation technique(s) applied and key Kriging was used to interpolate assay grades from drillhole
techniques assumptions, including treatment of samples into most of the block model.
extreme grade values, domaining, A metallurgical bulk sample was created from drillhole samples
interpolation parameters and maximum (as described below). An envelope, that encapsulated the samples
distance of extrapolation from data points. used to create the bulk sample and also the aircore samples
If a computer assisted estimation method around them, was created as a “3D solid” (wireframe) in
was chosen include a description of Datamine and used to constrain the application of the
computer software and parameters used. metallurgical testwork data in the MRE. THM grades of model
The availability of check estimates, cells within the envelope from where the samples used to create
previous estimates and/or mine production the 9.1-tonne bulk sample were taken were set to a fixed grade of
records and whether the Mineral Resource 5.72% THM, which was determined during the metallurgical
estimate takes appropriate account of such testwork that was conducted using the 9.1-tonne bulk sample.
data. This was appropriate as the bulk sample is representative of that
The assumptions made regarding recovery envelope. The metallurgical testwork used a screen size of 20 µm
of by-products. and showed considerable uplift in recovery of heavy mineral
compared to the individual sample grades of the “as-drilled”
Estimation of deleterious elements or other
samples.
non-grade variables of economic
significance (e.g. sulphur for acid mine Nearest neighbour techniques were used to interpolate mineral
drainage characterisation). assemblage, index values and non-numeric sample identification
into the block model.
In the case of block model interpolation,
the block size in relation to the average As with the THM, slimes and oversize values, the mineral
sample spacing and the search employed. assemblage which was derived by the bulk sample testwork, was
used to overwrite and inform the model cells within the bulk
Any assumptions behind modelling of
sample envelope.
selective mining units.
The mostly regular dimensions of the drill grid and the isotropy of
Any assumptions about correlation
the drilling and sampling grid allowed for the use of Ordinary
between variables.
Kriging.
Description of how the geological
A Kriging Neighbourhood Analysis was undertaken to guide the
interpretation was used to control the
selection of model parent block size, discretisation point arrays,
resource estimates.
required sample population information etc. The parent cell size
Discussion of basis for using or not using used for the interpolation was approximately half the standard
grade cutting or capping. drillhole width and half the standard drillhole section line spacing.
The process of validation, the checking Variography was used to develop search directions and extents.
process used, the comparison of model
Appropriate search ellipses were used to search for data for the
data to drillhole data, and use of
interpolation and suitable limitations on the number of samples
reconciliation data if available.
and the impact of those samples was maintained. Hard domain
boundaries were used, and these were defined by the geological
outlines that were interpreted.
No assumptions were made during the resource estimation as to
the recovery of by-products.
Slimes and oversize contents are estimated at the same time as
estimating the THM grade.
Further detailed geochemistry is required to ascertain deleterious
elements that may affect the marketability of the heavy mineral
products.
No assumptions were made regarding the modelling of selective
mining units; however, it is assumed that a form of dry mining will
be undertaken, and the cell size and the sub-cell splitting will
allow for an appropriate dry mining preliminary reserve to be
prepared. Any other mining methodology will be more than
adequately catered for with the parent cell size that was selected
for the modelling exercise.
No assumptions were made about correlation between variables.
Grade cutting or capping was not used during the interpolation
because of the regular nature of sample spacing and the fact that
samples were not clustered nor wide spaced to an extent where
elevated samples could have a deleterious impact on the
resource estimation.

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Criteria JORC Code explanation Commentary

Sample distributions were reviewed, and no extreme outliers
were identified either high or low that necessitated any grade
cutting or capping.
The sample length of 1 m does result in a degree of grade
smoothing also negating the requirement for grade cutting or
capping.
Validation of grade interpolations were done visually in Datamine
software by loading model and drillhole files and annotating and
colouring and using filtering to check for the appropriateness of
interpolations.
Statistical distributions were prepared for model zones from
drillhole and model files to compare the effectiveness of the
interpolation for each mineralised domain.
Along-strike distributions of section line averages (swath plots)
for drillholes and models were also prepared for comparison
purposes.
Moisture Whether the tonnages are estimated on a Tonnages were estimated on an assumed dry basis as the
dry basis or with natural moisture, and the mineralisation is located above the current water table.
method of determination of the moisture
content.
Cut-off The basis of the adopted cut-off grade(s) or Cut-off grade for THM was used to prepare the reported resource
parameters quality parameters applied. estimates. A 1.0% cut-off grade was used at the suggestion of
VHML’s Geology Manager.
Mining factors Assumptions made regarding possible No specific mining method is assumed other than potentially the
or mining methods, minimum mining use of dry mining methods.
assumptions dimensions and internal (or, if applicable,
external) mining dilution. It is always
necessary as part of the process of
determining reasonable prospects for
eventual economic extraction to consider
potential mining methods, but the
assumptions made regarding mining
methods and parameters when estimating
Mineral Resources may not always be
rigorous. Where this is the case, this should
be reported with an explanation of the
basis of the mining assumptions made.
Metallurgical The basis for assumptions or predictions A metallurgical testwork program was undertaken on a 9.1-tonne
factors or regarding metallurgical amenability. It is bulk sample by Mineral Technologies.
assumptions always necessary as part of the process of The processing of a 9.1-tonne bulk sample of Area 1 ore through a
determining reasonable prospects for feed preparation circuit used a combination of scrubbing,
eventual economic extraction to consider screening and de-sliming to prepare feed suitable for subsequent
potential metallurgical methods, but the beneficiation. The data showed:
assumptions regarding metallurgical
• The calculated FPC feed assayed 2.7% TiO2, 1.3% ZrO2 and
treatment processes and parameters made
0.08% CeO2 and agreed with the characterisation testwork
when reporting Mineral Resources may not
grade.
always be rigorous. Where this is the case,
this should be reported with an explanation • The prepared sample after scrubbing, screening and de-sliming
of the basis of the metallurgical accounted for 80% by weight of the feed; with 5.7% by weight
assumptions made. of the feed sample reporting to the oversize stream and 14.3%
by weight of the feed sample reporting to the slimes.
• Testwork recovery of -1.0+0.020 mm TiO2 to the de-slimed and
screened sample was 90.7% relative to the FPC feed.
• Testwork recovery of -1.0+0.020 mm ZrO2 to the de-slimed
and screened sample was 96.9% relative to the FPC feed.
• Testwork recovery of -1.0+0.020 mm CeO2 to the de-slimed
and screened sample was 93.6% relative to the FPC feed.

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Criteria JORC Code explanation Commentary

• The very high recovery of +20?m TiO2, ZrO2 and CeO2 validated
the suitability of the FPC to produce feed for beneficiation
with minimal loss of valuable to slimes or oversize.
No recoveries were used or accounted for in the reporting of the
MRE.
Environmental Assumptions made regarding possible No assumptions have been made regarding possible waste and
factors or waste and process residue disposal options. process residue; however, disposal of by products such as SLIMES,
assumptions It is always necessary as part of the process sand and oversize are normally part of capture and disposal back
of determining reasonable prospects for into the mining void for eventual rehabilitation. This also applies
eventual economic extraction to consider to gangue mineral products recovered and waste products
the potential environmental impacts of the recovered from metallurgical processing of heavy mineral.
mining and processing operation. While at
this stage the determination of potential
environmental impacts, particularly for a
greenfields project, may not always be well
advanced, the status of early consideration
of these potential environmental impacts
should be reported. Where these aspects
have not been considered this should be
reported with an explanation of the
environmental assumptions made.
Bulk density Whether assumed or determined. If A bulk density algorithm was prepared using first principles
assumed, the basis for the assumptions. If techniques coupled with industry experience. It is believed that
determined, the method used, whether wet the bulk density formula is conservative and fit for purpose at this
or dry, the frequency of the measurements, level of confidence for the MREs and based on our experience
the nature, size and representativeness of however bulk density testwork should be undertaken going
the samples. forward.
The bulk density for bulk material must A bulk density was applied to the model using a standard linear
have been measured by methods that formula originally described by Baxter (1977). This regression
adequately account for void spaces (vugs, formula was then used to calculate the conversion of tonnes from
porosity, etc.), moisture and differences each cell volume and from there the calculation of material, THM
between rock and alteration zones within and SLIMES tonnes.
the deposit. The bulk density formula is described as: Bulk Density = (0.009 *
Discuss assumptions for bulk density THM) + 1.698.
estimates used in the evaluation process of
the different materials.
Classification The basis for the classification of the The resource classification for the Goschen Area 1 deposit was
Mineral Resources into varying confidence based on the following criteria: drillhole spacing, geological and
categories. grade continuity, variography of primary assay grades and the
Whether appropriate account has been distribution of composited assemblage data.
taken of all relevant factors (i.e. relative The classification of the Measured and Indicated Mineral
confidence in tonnage/grade estimations, Resources was supported by all the criteria as noted above.
reliability of input data, confidence in The Company used both Snowden’s 2017 recommendations for
continuity of geology and metal values, classification of mineral resource and VHML’s internal
quality, quantity and distribution of the geostatistical evaluation as input to classification process
data).
Competent Persons reviewed geological data from cross sections
Whether the result appropriately reflects and associated plan view maps as part of the classification
the Competent Person’s view of the process. Combinations of geological data were viewed both on
deposit. light table and as 3D models on screen.
The Company considers that the use of metallurgical data
complied with JORC 2012 clause 49 and ensures resource aligns
with metallurgy outcomes.
Audits or The results of any audits or reviews of CSA Global has undertaken a preliminary review of the draft MRE
reviews Mineral Resource estimates. Report and raised issues with the quality of aspects of the
variography (remedied), the methods used to validate the
resource estimate (improved statistics) and the inclusion of the
metallurgical testwork as part of the MRE. The Company has
addressed all the issues raised by CSA Global. A review of the final
MRE and associated report by CSA Global is pending.

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Criteria JORC Code explanation Commentary

Discussion of Where appropriate a statement of the The regular nature of the drillhole spacing means that no local
relative relative accuracy and confidence level in variations were produced or able to be analysed during the
accuracy/ the Mineral Resource estimate using an mineral resource estimation process.
confidence approach or procedure deemed Validation of the model vs drillhole grades by sectional
appropriate by the Competent Person. For comparisons, statistical evaluation, swathe plot and population
example, the application of statistical or distribution analysis were favourable.
geostatistical procedures to quantify the
The statement refers to global estimates for the entire known
relative accuracy of the resource within
extent of the Goschen Area 1 deposit.
stated confidence limits, or, if such an
approach is not deemed appropriate, a No production data is available for comparison with the deposit.
qualitative discussion of the factors that
could affect the relative accuracy and
confidence of the estimate.
The statement should specify whether it
relates to global or local estimates, and, if
local, state the relevant tonnages, which
should be relevant to technical and
economic evaluation. Documentation
should include assumptions made and the
procedures used.
These statements of relative accuracy and
confidence of the estimate should be
compared with production data, where
available.

Competent Person: Anthony Keers (JORC Table 1 Sections 4)

Report Title: Area 1 Mineral Resource Estimate Report
Report Reference: Goschen Project Area 1 Ore Reserve Study
Date Reported: March 2021

Section 4: Estimation and Reporting of Ore Reserves

(Criteria listed in section 1, and where relevant in sections 2 and 3, also apply to this section.)
Criteria JORC Code explanation Commentary
Mineral Description of the Mineral Resource estimate Please see Table 4 and Table 5 of this report for the Mineral
Resource used as a basis for the conversion to an Ore Resource estimates that were used as the basis for the Ore
estimate for Reserve. Reserves. Mineral Resources are reported inclusive of the Ore
conversion Clear statement as to whether the Mineral Reserves.
to Ore Resources are reported additional to, or The Company’s total Ore Reserves are presented in Table 6, and
Reserves inclusive of, the Ore Reserves. Table 7 presents the Area 1 and 3 Ore Reserves as defined by
the terms of the DFS for the Goschen Project. This Ore Reserve
represents a subset of the above Ore Reserves and cover only
the area over which VHM are seeking mining approvals as of
March 2022.

Site visits A site visit is to be carried out by the Mr Anthony Keers carried out a site visit in August 2019.
competent person(s) signing off on the Ore
Reserve.
Study status The type and level of study undertaken to This work was undertaken at Definitive Feasibility Study level, the
enable Mineral Resources to be converted to Ore Reserve portion of which was carried out on supplied
Ore Reserves. Mineral Resource models.
Any material classified as an Inferred Mineral Resource was not
included in the Ore Reserve calculations.

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Criteria JORC Code explanation Commentary

The Code requires that a study to at least
Prefeasibility Study level has been undertaken
to convert Mineral Resources to Ore Reserves.
Such studies will have been carried out and
will have determined a mine plan that is
technically achievable and economically
viable, and that material Modifying Factors
have been considered.
Cut-off The basis of the cut-off grade(s) or quality A single cut-off grade (using THM or TVHM) was found to not
parameters parameters applied. accurately reflect the optimisation results, as such a calculation
was undertaken to classify each block as ore or waste.
The ore/waste classification was performed in three steps:
calculating the revenue of each block, calculating the processing
cost of each block and ultimately the cashflow of each block.
If the block revenue was greater than the processing cost, the
block was treated as ore, otherwise the block was treated as
waste.
Mining The method and assumptions used as Pit optimisations were completed using Whittle software.
factors or reported in the Prefeasibility or Feasibility Complete extraction of ore within pit designs is planned.
assumptions Study to convert the Mineral Resource to an
Exclusion Zones have been determined to minimise the impact of
Ore Reserve (i.e. either by application of
operations on the environment and community. Potentially
appropriate factors by optimisation or by
economic material within the exclusion zone may be included in
preliminary or detailed design).
future Ore Reserve estimates.
The choice, nature and appropriateness of the
Ore will be trucked to an MUP ROM on the surface close to the
selected mining method(s) and other mining
mining face. The Mining Unit Plan (MUP) will be relocated at as
parameters including associated design issues
required to optimise truck haulage and slurry pumping.
such as pre-strip, access, etc.
Waste material will be used to create in-pit bunds to contain
The assumptions made regarding
tailings or dump to fill mined voids.
geotechnical parameters (e.g. pit slopes,
stope sizes, etc), grade control and pre- No drill and blast operations will be required, cross ripping of
production drilling. cemented sand horizons by dozers may be required.
The major assumptions made and Mineral Mining will be undertaken in as a strip/block-mining operation.
Resource model used for pit and stope Each block will be approximately 500 m x 150 m.
optimisation (if appropriate). An overall wall angle of 30° has been proposed based on
The mining dilution factors used. completed geotechnical studies.
The mining recovery factors used. A batter angle of 40° was applied to the uppermost bench (in the
topsoil/clayey-sand material), with a 6 m wide berm created at
Any minimum mining widths used.
the base of the clayey material or 10 m below surface, whichever
The manner in which Inferred Mineral produces the lower berm level (i.e. a maximum depth of 10 m).
Resources are utilised in mining studies and Beneath this berm, a single slope was designed to the pit floor;
the sensitivity of the outcome to their the slope angle used for this bench was either 34° in Area 1 East
inclusion. (overall pit depth generally <= 32 m) and 32° in Area 1 West and
The infrastructure requirements of the Area 3 (overall pit depth generally > 32 m).
selected mining methods. Mining recovery and dilution were not applied following the
block model regularisation process.
Inferred material was treated as waste during optimisations,
designs and scheduling.
External temporary waste dumps and tailings storage facilities
will be required during early operations until sufficient mined
voids are available to commence backfilling.
Metallurgica The metallurgical process proposed and the Ore material will undergo processing through a MUP, Feed
l factors or appropriateness of that process to the style of Preparation Plant (FPP), Wet Concentrator Plant (WCP), Rare
assumptions mineralisation. Earth Flotation circuit, Magnetic Separation Plant (combined
Whether the metallurgical process is well- MSP).
tested technology or novel in nature. An additional rare earth hydromet process was included in the
financial analysis, the economic impact of this circuit is
noticeably better than without, however has not been included
in the pit optimisation, pit design or Ore Reserve estimation.

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Criteria JORC Code explanation Commentary

The nature, amount and representativeness of Industry standard metallurgical processes and equipment are
metallurgical testwork undertaken, the nature proposed for the Project.
of the metallurgical domaining applied and A representative bulk sample taken from the mining area was
the corresponding metallurgical recovery used for testwork.
factors applied.
The bulk sample was processed through a pilot scale testwork
Any assumptions or allowances made for laboratory.
deleterious elements.
The existence of any bulk sample or pilot scale
test work and the degree to which such
samples are considered representative of the
orebody as a whole.
For minerals that are defined by a
specification, has the ore reserve estimation
been based on the appropriate mineralogy to
meet the specifications?
Environmen The status of studies of potential Some saleable products generated through processing may have
tal environmental impacts of the mining and elevated levels of radioactivity, these products will be taken off
processing operation. Details of waste rock site following appropriate regulations.
characterisation and the consideration of Waste material remaining on site are not considered to pose any
potential sites, status of design options environmental risk.
considered and, where applicable, the status
Ongoing consultation between the company and the State of
of approvals for process residue storage and
Victoria is required to determine land clearing
waste dumps should be reported.
allowances/requirements.
Infrastructur The existence of appropriate infrastructure: The Project is located in an agricultural area of northern Victoria
e availability of land for plant development, and is well serviced by road, rail, power and water, with nearby
power, water, transportation (particularly for communities able to provide labour and accommodation.
bulk commodities), labour, accommodation; Additional infrastructure or upgrades may be required for the
or the ease with which the infrastructure can Project.
be provided, or accessed.
The Company has engaged with landowners as required to
secure access for drilling, environmental surveys, and ultimately
project footprints.
Costs The derivation of, or assumptions made, Capital costs for processing infrastructure was completed by
regarding projected capital costs in the study. Mineral Technologies Pty Ltd (MTPL) based on testwork
The methodology used to estimate operating undertaken by them for the Company.
costs. Non-process infrastructure capital costs were provided by TZMI
Allowances made for the content of based on existing, similar projects.
deleterious elements. Processing operating costs were estimated by MTPL based on
The derivation of assumptions made of metal testwork.
or commodity price(s), for the principal Mining operating costs were estimated by Majesso Consulting
minerals and co- products. assuming a contractor operation.
The source of exchange rates used in the A long term exchange rate of US$0.725:A$1 was selected and
study. provided by the Company, only commodity reference prices
Derivation of transportation charges. were provided in US$, all capital and operating costs were
estimated in A$.
The basis for forecasting or source of
treatment and refining charges, penalties for The Company undertook a study to estimate freight and logistics
failure to meet specification, etc. costs for both land and sea transport.
The allowances made for royalties payable, A state royalty of 2.75% of product revenue was applied to the
both Government and private. Project.

Revenue The derivation of, or assumptions made Adamas Intelligence (rare earths) and TZMI (zircon and titania
factors regarding revenue factors including head minerals) completed independent market reviews and provided
grade, metal or commodity price(s) exchange long term reference prices in real US$:
rates, transportation and treatment charges, Leucoxe
MREC Zircon Rutile Ilmenite
penalties, net smelter returns, etc. ne
The derivation of assumptions made of metal Unit USD/kg USD/t USD/t USD/t USD/t
or commodity price(s), for the principal 2022 16.22 1,877 1,345 249 287
metals, minerals and co-products.
2023 17.26 2,042 1,293 267 225

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Criteria JORC Code explanation Commentary

2024 17.87 1,897 1,270 275 225

2025 18.34 1,722 1,283 278 229

2026 18.87 1,580 1,308 272 228

2027 19.14 1,528 1,305 275 227

2028 19.39 1,529 1,286 277 223

2029 19.65 1,529 1,307 280 214

2030 19.9 1,512 1,299 282 205

Commodity prices used for the study made allowances for

transport costs and quality adjustments with input from TZMI
regarding the quality of Goschen products.

Market The demand, supply and stock situation for A market analysis was conducted by TZMI, which indicated that
assessment the particular commodity, consumption demand will outweigh supply in the short to medium term and
trends and factors likely to affect supply and should be at least neutral in the long term.
demand into the future. TZMI has endorsed that all products generated from Goschen are
A customer and competitor analysis along potentially marketable subject to successful conclusion of final
with the identification of likely market Feasibility Study testwork and off take agreements.
windows for the product. Preliminary discussions with customers have indicated that 100%
Price and volume forecasts and the basis for of products from Goschen will be subject to off take agreements.
these forecasts. Further product testing is scheduled to confirm product
For industrial minerals the customer specifications and realised product prices.
specification, testing and acceptance
requirements prior to a supply contract.
Economic The inputs to the economic analysis to A discount rate of 10% was applied to the optimisation works
produce the net present value (NPV) in the and financial analysis for this study.
study, the source and confidence of these Inputs to the economic analysis include Modifying Factors as
economic inputs including estimated inflation, described above.
discount rate, etc.
Sensitivity studies were carried out. Standard linear deviations
NPV ranges and sensitivity to variations in the were observed for all tested variables.
significant assumptions and inputs.
Social The status of agreements with key Substantial consultation with the community and regulatory
stakeholders and matters leading to social agencies in relation to the Goschen Project has commenced,
licence to operate. involving consultation activities with identified key stakeholders.
Regular meetings have been held with a Technical Reference
Group and a Stakeholder Reference Group.
Other To the extent relevant, the impact of the There are no known significant naturally occurring risks to the
following on the project and/or on the project.
estimation and classification of the Ore In January 2015, Exploration Licence (EL) 5520 was granted to
Reserves: VHM Exploration Pty Ltd for a period of five years. In January
Any identified material naturally occurring 2020, Retention Licence 6806 was granted to the Company for a
risks. period of seven years to replace the expired EL5520.
The status of material legal agreements and
marketing arrangements.
The status of governmental agreements and
approvals critical to the viability of the
project, such as mineral tenement status, and
government and statutory approvals. There
must be reasonable grounds to expect that all
necessary Government approvals will be
received within the timeframes anticipated in
the Pre-Feasibility or Feasibility study.
Highlight and discuss the materiality of any
unresolved matter that is dependent on a
third party on which extraction of the reserve
is contingent.

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Criteria JORC Code explanation Commentary

Classificatio The basis for the classification of the Ore Measured Resources have been converted to Proven Reserves
n Reserves into varying confidence categories. within three paddocks over which VHM have land access
Whether the result appropriately reflects the agreements and to Probable Reserves outside these paddocks,
Competent Person’s view of the deposit. Indicated Resources have been converted to Probable Reserves.
The proportion of Probable Ore Reserves that The estimated Ore Reserves are, in the opinion of the Competent
have been derived from Measured Mineral Person, appropriate for this style of deposit.
Resources (if any).
Audits or The results of any audits or reviews of Ore Auralia Mining Consulting Pty Ltd has completed an internal
reviews Reserve estimates. review of the Ore Reserve estimate resulting from this study.
Discussion Where appropriate a statement of the The level of study carried out as part of the March 2022 Ore
of relative relative accuracy and confidence level in the Reserve is to a Definitive-Feasibility Study level. The relative
accuracy/ Ore Reserve estimate using an approach or accuracy of the estimate is reflected in the reporting of the Ore
confidence procedure deemed appropriate by the Reserves as per the guidelines re: modifying factors, study levels
Competent Person. For example, the and Competent Persons contained in the JORC 2012 Code.
application of statistical or geostatistical This statement relates to global estimates of tonnes and grade.
procedures to quantify the relative accuracy
Sensitivity studies were carried out. Standard linear deviations
of the reserve within stated confidence limits,
were observed.
or, if such an approach is not deemed
appropriate, a qualitative discussion of the Globally, the project is susceptible to fluctuations in commodity
factors which could affect the relative price.
accuracy and confidence of the estimate. Further product testing is scheduled to confirm product
The statement should specify whether it specifications, this information will be relayed to potential
relates to global or local estimates, and, if customers to determine realised product prices.
local, state the relevant tonnages, which
should be relevant to technical and economic
evaluation. Documentation should include
assumptions made and the procedures used.
Accuracy and confidence discussions should
extend to specific discussions of any applied
Modifying Factors that may have a material
impact on Ore Reserve viability, or for which
there are remaining areas of uncertainty at
the current study stage.
It is recognised that this may not be possible
or appropriate in all circumstances. These
statements of relative accuracy and
confidence of the estimate should be
compared with production data, where
available.

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Area 2W – JORC Table 1 (JORC Code, 2012 Edition)

Competent Person: Greg Jones
Report Title: Goshen Project Area 2 West Mineral Resource Estimate
Report Reference: 1711-G-REP-0000-8002 Rev C
Date Reported: August 2019

Section 1: Sampling Techniques and Data

Criteria JORC Code explanation Comment
Sampling Nature and quality of sampling (e.g. cut Aircore (AC) drilling was used to obtain samples at 1 m intervals
techniques channels, random chips, or specific for 2019 drilling.
specialised industry standard measurement The following information covers the sampling process:
tools appropriate to the minerals under
• Each 1 m sample was homogenised within the bag by
investigation, such as down hole gamma
manually rotating the sample bag.
sondes, or handheld XRF instruments, etc.).
These examples should not be taken as • A sample of sand, approximately 20 g, is scooped from the
limiting the broad meaning of sampling. sample bag for visual total heavy minerals (THM) % and
SLIMES % estimation and logging. The same sample mass is
Include reference to measures taken to
used for every pan sample for visual THM % and SLIMES %
ensure sample representivity and the
estimation.
appropriate calibration of any
measurement tools or systems used. • The standard sized sample is to ensure calibration is
maintained for consistency in visual estimation.
Aspects of the determination of
mineralisation that are Material to the • A sample ledger is kept at the drill rig for recording sample
Public Report. In cases where ‘industry intervals.
standard’ work has been done this would • The large 1 m AC drill samples were split down to
be relatively simple (e.g. ‘reverse circulation approximately ~1,000 g to ~2,500 g by rotating cone splitter
drilling was used to obtain 1 m samples for export to the primary processing laboratory.
from which 3 kg was pulverised to produce • The laboratory sample was oven dried at 105°C for a
a 30 g charge for fire assay’). In other cases minimum of two hours (and then redried for up to 12 hours if
more explanation may be required, such as required), and split down to 100 g subsamples via a rotating
where there is coarse gold that has inherent splitter fed by a vibrating screen. A laboratory repeat was
sampling problems. Unusual commodities taken at ~1:25 samples.
or mineralisation types (e.g. submarine All drillhole subsamples were screened using vibrating screens
nodules) may warrant disclosure of detailed with a top screen of 2 mm and a bottom screen of 38 µm.
information.
Oversize (+2 mm fraction) was removed and -38 µm fraction
(SLIMES) discarded. The sand fraction (2 mm to +38 µm) was
then submitted for heavy liquid separation (HLS) using TBE to
determine THM content.
Duplicates were taken at the drill rig from side-by-side sample
locations at a rate of ~1:20.
Duplicates were taken within mineralisation zones as the waste
material was excluded from sampling.
Commercially obtained standards were inserted by the
laboratory at a rate of ~1:40.
Drilling Drill type (e.g. core, reverse circulation, Wallis Drilling was the contractor used for the drilling program
techniques open-hole hammer, rotary air blast, auger, that supported the Goschen Area 2 West Mineral Resource
Bangka, sonic, etc.) and details (e.g. core estimate (MRE).
diameter, triple or standard tube, depth of AC drilling with inner tubes for sample return was used.
diamond tails, face-sampling bit or other
AC is considered a standard industry technique for heavy mineral
type, whether core is oriented and if so, by
sands mineralisation. AC drilling is a form of reverse circulation
what method, etc.).
drilling where the sample Is collected at the face and returned
inside the inner tube.
AC drill rods used were 3 m long.
NQ diameter (76 mm) drill bits and rods were used.
All drillholes were vertical.

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Criteria JORC Code explanation Comment

Drill sample Method of recording and assessing core Drill sample recovery is monitored by recording sample condition
recovery and chip sample recoveries and results from “dry good” to “wet poor”.
assessed. While initially collaring the hole, limited sample recovery can
Measures taken to maximise sample occur in the initial 0–1 m sample interval owing to sample and air
recovery and ensure representative nature loss into the surrounding loose soil.
of the samples. The initial 0–1 m sample interval is drilled very slowly in order to
Whether a relationship exists between achieve optimum sample recovery.
sample recovery and grade and whether The entire 1 m sample is collected at the drill rig in large
sample bias may have occurred due to numbered plastic bags for dispatch to the initial split preparation
preferential loss/gain of fine/coarse facility.
material.
At the end of each drill rod, the drill string is cleaned by blowing
down with air to remove any clay and silt potentially built up in
the sample tubes.
The twin-tube AC drilling technique is known to provide high-
quality samples from the face of the drillhole (in ideal
conditions).
Logging Whether core and chip samples have been The 1 m AC samples were each qualitatively logged via digital
geologically and geotechnically logged to a entry into a Microsoft Excel spreadsheet, and later uploaded to
level of detail to support appropriate the AcQuire database.
Mineral Resource estimation, mining The AC samples were logged for lithology, colour, grain size,
studies and metallurgical studies. sorting, hardness, sample condition, washability, estimated
Whether logging is qualitative or THM %, estimated SLIMES % and any relevant comments such as
quantitative in nature. Core (or costean, slope, vegetation, or cultural activity.
channel, etc.) photography. Every drillhole was logged in full.
The total length and percentage of the Logging is undertaken with reference to a Drilling Guideline with
relevant intersections logged. codes prescribed and guidance on description to ensure
consistent and systematic data collection.
Subsampling If core, whether cut or sawn and whether The 1 m sample interval is rotary split at the drill rig, collected
techniques quarter, half or all core taken. and dispatched to Diamantina Laboratories.
and sample If non-core, whether riffled, tube sampled, The water table depth was noted in all geological logs if
preparation rotary split, etc. and whether sampled wet intersected whereby sample condition was specified as “wet
or dry. poor”.
For all sample types, the nature, quality and A total of ~1.2 kg to ~2.5 kg of each sample was placed into calico
appropriateness of the sample preparation sample bags and exported to Diamantina Laboratory for THM
technique. analysis.
Quality control procedures adopted for all Almost all the samples are silty sand, sand, sandy clay, clayey
sub-sampling stages to maximise sand, sandy clay or clay and this sample preparation method is
representivity of samples. considered appropriate.
Measures taken to ensure that the The sample sizes were deemed suitable to reliably capture THM,
sampling is representative of the in-situ slime, and oversize characteristics, based on industry experience
material collected, including for instance of the geologists involved and consultation with laboratory staff.
results for field duplicate/second-half Field duplicates of the samples were completed at a frequency of
sampling. 1:20 primary samples.
Whether sample sizes are appropriate to
the grain size of the material being
sampled.
Quality of The nature, quality and appropriateness of The wet panning at the drill site provides an estimate of the
assay data and the assaying and laboratory procedures THM % which is sufficient for the purpose of determining
laboratory used and whether the technique is approximate concentrations of THM in the first instance.
tests considered partial or total. AC sample:
For geophysical tools, spectrometers, • The individual 1 m AC subsamples were assayed by
handheld XRF instruments, etc, the Diamantina Laboratories in Perth, Western Australia, which is
parameters used in determining the considered the Primary laboratory.
analysis including instrument make and
model, reading times, calibrations factors
applied and their derivation, etc.

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Criteria JORC Code explanation Comment

Nature of quality control procedures • The AC samples were initially oven dried at 105°C for 2 hours
adopted (e.g. standards, blanks, duplicates, (and then up to 12 hours for very wet samples) then reduced
external laboratory checks) and whether on a rotary splitter by 15%. Samples were then riffle split to
acceptable levels of accuracy (i.e. lack of 100 g sub-splits (weighed and captured) and then left to soak
bias) and precision have been established. overnight.
• 90% (2,745) of the samples were then wet washed and sieved
on vibrating screens using a top screen of+1 mm to remove
the very coarse sand, pebbles, or grits. The bottom screen
used 38 µm mesh for removal and determination of
the -38 µm fraction (SLIMES). The remaining sand fraction
(-1 mm +38 µm) was then submitted to HLS.
• 10% (322) samples were then wet washed and sieved on
vibrating screens using a top screen of +2 mm to remove the
very coarse sand, pebbles, or grits. The bottom screen used
38 µm mesh for removal and determination of the -38 µm
fraction (SLIMES). The remaining sand fraction (-2 mm
+38 µm) was then submitted to HLS.
• The laboratory used TBE as the heavy liquid medium – with
density range between 2.92 g/ml and 2.96 g/ml.
• This is an industry standard technique.
• Field duplicates of the samples were collected and submitted
at a frequency of 1:21 primary samples.
• Diamantina Laboratories completed its own internal quality
assurance/quality control (QAQC) checks that included
laboratory standards every 46th sample and a Laboratory
repeat every 25th sample prior to the results being released. It
is recommended that the laboratory increases the rate of
standards insertion to industry standards between 1:20 and
1:40.
• Analysis of QAQC samples show the laboratory data to be of
acceptable accuracy and precision.
• The density of the heavy liquid was checked every day.
The adopted QAQC protocols are acceptable for this stage of
testwork.
Verification of The verification of significant intersections All results are checked by the Company’s Geology Manager.
sampling and by either independent or alternative The Company’s Geology Manager and independent Resource
assaying company personnel. Geologist (Greg Jones) have made periodic visits to Diamantina
The use of twinned holes. Laboratories to observe sample processing and procedure.
Documentation of primary data, data entry A process of laboratory data validation using mass balance is
procedures, data verification, data storage undertaken to identify entry errors or questionable data.
(physical and electronic) protocols. Field and laboratory duplicate data pairs (THM/OS/SLIME) of
Discuss any adjustment to assay data. each batch are plotted to identify potential quality control issues.
Standard Reference Material sample results are checked from
each sample batch to ensure they are within tolerance (<3SD)
and that there is no bias.
The field and laboratory data was exported from the VHML
AcQuire database and imported into Da famine by IHC Robbins
which is appropriate for this stage in the program. Data
validation criteria are included to check for overlapping sample
intervals, end of hole match between “Lithology:, “Sample”,
“Survey” files and other common errors.
26 samples from the 2019 program were included on sample
submission sheet but were not received by Diamantina. The
assay values for these samples were assigned a value of 0.005
which is well below the detection limit.

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Criteria JORC Code explanation Comment

Location of Accuracy and quality of surveys used to Downhole geophysical surveys were conducted to utilise gamma
data points locate drillholes (collar and downhole signatures for ascertaining mineralisation zones within the
surveys), trenches, mine workings and other lithological sequence.
locations used in Mineral Resource Drillhole collars were surveyed by an independent survey
estimation. company using industry standard equipment. Three permanent
Specification of the grid system used. survey marks in the area assisted with the collar pickups,
Quality and adequacy of topographic allowing for consistent survey readings across the Project.
control. The datum used is GDA 94 and coordinates are projected as MGA
Zone 54.
A topographic surface generated by VHML light detection and
ranging (LiDAR) survey contours was deemed sufficient for use in
Mineral Resource estimation. The accuracy of the locations is
sufficient for this stage of exploration.
Data spacing Data spacing for reporting of Exploration A regular rectangular grid spacing for the Area 2 West deposit
and Results. was on a spacing of 400 m in the north-south direction with 50 m
distribution Whether the data spacing and distribution and 100 m stations on the east west direction.
is sufficient to establish the degree of A drilling program of 135 drillholes was conducted in between
geological and grade continuity appropriate January and April 2019 to determine the mineralisation extent of
for the Mineral Resource and Ore Reserve the deposit. 12 holes from previous drilling programs were also
estimation procedure(s) and classifications included to total 147 holes.
applied. The 400 m x 100 m spaced aircore holes and regular grid are
Whether sample compositing has been sufficient to provide a good degree of confidence in geological
applied. models and grade continuity within the holes at this stage. The
50 m spacing on eastern side of the deposit further confirms the
continuity across strike.
Each aircore drill sample is a single 1 m sample of sand
intersected down the hole.
No down whole compositing has been applied to models for
values of THM, slime and oversize.
Compositing of samples was undertaken on THM concentrates
for mineral assemblage determination. Composite samples were
determined by geological domains.
Orientation of Whether the orientation of sampling The AC drilling was oriented perpendicular to the strike of
data in achieves unbiased sampling of possible mineralisation defined by previous drill data information.
relation to structures and the extent to which this is The strike of the mineralisation is northwest-southeast.
geological known, considering the deposit type.
All drillholes were vertical and the orientation of the
structure If the relationship between the drilling mineralisation is relatively horizontal.
orientation and the orientation of key
The orientation of the drilling is considered appropriate for
mineralised structures is considered to have
testing the lateral and vertical extent of mineralisation without
introduced a sampling bias, this should be
any bias.
assessed and reported if material.
Sample The measures taken to ensure sample AC samples were stored on site (in the paddock on pallets).
security security. The samples were then dispatched to Perth using Swan Hill
Freight agents and delivered directly to the Diamantina
laboratory.
The laboratory inspected the packages and did not report
tampering of the samples.
Audits or The results of any audits or reviews of Internal reviews were undertaken during the geological
reviews sampling techniques and data. interpretation and throughout the modelling process.

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Section 2: Reporting of Exploration Results

Criteria JORC Code explanation Comment
Mineral Type, reference name/number, location and The exploration work was completed on tenements that are
tenement and ownership including agreements or material 100% owned by VHM Exploration in Victoria, Australia.
land tenure issues with third parties such as joint The drill samples for this MRE were taken from tenement
status ventures, partnerships, overriding royalties, EL5520.
native title interests, historical sites,
The Exploration License original date of grant was 10 October
wilderness or national park and
2014 with an expiry date of 9 October 2019.
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 Acknowledgement and appraisal of Historical exploration work was completed by previous
done by other exploration by other parties. exploration companies including Austiex (1977–1978), CRA
parties Exploration (1981–1987), Renison Goldfields Consolidated
(1980–1991), WJ Holdings (1998), RZM Group (1999), Basin
Minerals (2001), Providence Gold and Minerals (2004–2005), and
lluka (2009).
The Company has obtained the hardcopy reports and maps in
relation to this information as part of its historical review in
preparation for their current work program.
The historical data comprises surface sampling, limited AC drilling
and mapping.
The historical results are not reportable under JORC 2012.
Geology Deposit type, geological setting and style of The heavy mineral sands at the Goschen Project is a fine-grained
mineralisation. deposit hosted within the offshore depositional paleo-
environment of the Loxton Parilla Sands. The relatively strong
presence of Leucoxene could indicate a reworking process for the
deposit or weathering overprint.
The Loxton Parilla Sand is prevalent within the Murray Basin for
hosting mineral sand deposits.
The Shepparton Formation clays are positioned above the Loxton
Sands and the Bookpurnong Formation consisting of shallow
marine clays and marls is positioned below within the lithological
sequence.
Drillhole A summary of all information material to All relevant drillhole data is reported regarding the 2019 drilling
information the understanding of the exploration results programs.
including a tabulation of the following A relevant drillhole data is reported associated with the model
information for all Material drillholes: build.
• easting and northing of the drillhole
collar
• elevation or RL (Reduced Level -
elevation above sea level in metres) of
the drillhole collar
• dip and azimuth of the hole
• downhole length and interception depth
• hole length.
If the exclusion of this information is
justified on the basis that the information is
not Material and this exclusion does not
detract from the understanding of the
report, the Competent Person should clearly
explain why this is the case.

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Criteria JORC Code explanation Comment

Data In reporting Exploration Results, weighting No data aggregation methods were utilised, no top cuts were
aggregation averaging techniques, maximum and/or employed, and all cut-off grades have been reported.
methods minimum grade truncations (e.g. cutting of Valuable heavy mineral (VHM >1%) was used to provide cut-off
high grades) and cut-off grades are usually grade.
Material and should be stated.
Where aggregate intercepts incorporate
short lengths of high grade results and
longer lengths of low grade results, the
procedure used for such aggregation should
be stated and some typical examples of
such aggregations should be shown in
detail.
The assumptions used for any reporting of
metal equivalent values should be clearly
stated.
Relationship These relationships are particularly The nature of the mineralisation is broadly horizontal, thus
between important in the reporting of Exploration vertical AC are thought to represent close to true thicknesses of
mineralisation Results. the mineralisation.
widths and If the geometry of the mineralisation with Downhole widths are reported.
intercept respect to the drillhole angle is known, its
lengths nature should be reported.
If it is not known and only the downhole
lengths are reported, there should be a
clear statement to this effect (e.g.
‘downhole length, true width not known’).
Diagrams Appropriate maps and sections (with scales) Refer to Appendices 2 and 3 the main body of the report. Goshen
and tabulations of intercepts should be Project Area 2 West Mineral Resource Estimate, 1711-G-REP-
included for any significant discovery being 0000-8002 Rev C available from the Company – please note that
reported These should include, but not be this ITAR is an assessment and summary of a significant body of
limited to a plan view of drillhole collar work
locations and appropriate sectional views.
Balanced Where comprehensive reporting of all Exploration Target results have been reported at TVHM >1% to
reporting Exploration Results is not practicable, indicate a range of potential tonnes and grade Table 3.1.
representative reporting of both low and
high grades and/or widths should be
practiced to avoid misleading reporting of
Exploration Results.
Other Other exploration data, if meaningful and Detailed mineral assemblage work was undertaken on composite
substantive material, should be reported including (but samples for the Project by ALS Metallurgy Services, Perth. ALS
exploration not limited to): geological observations; applied an integrated mineralogical approach using both x-ray
data geophysical survey results; geochemical fluorescence (XRF) analysis and Quantitative Evaluation of
survey results; bulk samples - size and Minerals by Scanning Electron Microscopy (QEMSCAN), This was
method of treatment; metallurgical test to gain a quantitative understanding of the elemental
results; bulk density, groundwater, composition and mineralogical assemblage (refer to Section 3,
geotechnical and rock characteristics; Tables 3.1, 3.2, and 3.3 and Appendix 4 and 5 of the report.
potential deleterious or contaminating Goshen Project Area 2 West Mineral Resource Estimate, 1711-G-
substances. REP-0000-8002 Rev C available from the Company – please note
that this ITAR is an assessment and summary of a significant body
of work).
The XRF technique provides measurements of relative elemental
abundances (down to limits of a few parts per million) which
allows for a quantifiable basis for determination of mineralogy,
provenance, depositional environment, and diagenetic history.
The XRF analysis was utilised to apply assay data to the geological
model for grade interpretation.
The QEMSCAN method of analysis required the samples to be
screened into +150 pm and -150 pm screen fraction prior to
sample preparation and QEMSCAN analysis.

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Criteria JORC Code explanation Comment

Sample preparation required each subsample was mixed with
size-graded, high purity graphite to ensure particle separation
and discourage density segregation. These sample-graphite
mixtures were then set into moulds using a two-part epoxy resin,
producing a representative sub-sample of randomly orientated
particles. Once cured, the resin blocks were then cut to expose a
fresh surface which is then gradually ground and polished. Once
QAQC checks are completed, the sections are then carbon coated
for electron beam conductivity and presented to QEMSCAN for
analysis.
The samples were analysed using QEMSCAN technology in Field
Scan mode and Particle Mineralogical Analysis mode.
Detailed sachet scanning of heavy mineral sinks from the drill
assay process was carried out to determine regions of gross
mineralogy as well as an overall consideration of VHM content.
Other considerations undertaken during this sachet logging were
the presence of iron oxide coatings on THM, and any gross
composition of trash heavy minerals.
Sachet logging then had partial input into the geological/
mineralogical/THM grade interpretation which then assisted with
domain control for modelling, as well as providing guidance for
the allocation of mineral assemblage composites where it was
not possible to get gamma data due to hole collapse.
Various individual domains were identified for the Area 2 West
deposits for the purpose of guiding the allocation of composites.
A total of 23 mineral assemblage composites were used to
characterise the mineralogy and chemistry for the deposit.
All the mineral assemblage composites were completed by the
VHM and supplied to IHC Robbins in the data package.
Individual drillhole samples were selected based on whether they
fell within a particular domain, and were then proportioned
against contained THM grade in order to specify the weight of
THM that each sample would contribute to the entire composite.
Once all the sample compositing was completed, the sample
identification and mineral assemblage composite number was
submitted to Dorrit deNooy at ALS in Perth, Australia for sample
collation and processing.
Preparing the mineral assemblage composites in this manner
allows for composite results to be applied to the resource block
model and for those results to then be reported and weighted on
THM in the final MRE.
Details of summary drillhole composites are presented in
Appendix 9, mineral assemblage composite IDs and associated
results are presented in Appendix 4 and 5. of the report. Goshen
Project Area 2 West Mineral Resource Estimate, 1711-G-REP-
0000-8002 Rev C available from the Company – please note that
this ITAR is an assessment and summary of a significant body of
work
Further work The nature and scale of planned further Additional AC drilling is planned to further grow the resource on
work (e.g. tests for lateral extensions or strike.
depth extensions or large-scale step-out Continue downhole geophysical logging, detailed sachet logging
drilling). and further AC drilling.
Diagrams clearly highlighting the areas of Sample analysis for Zone 1 and Zone 11 to provide more
possible extensions, including the main geological information to delineate the domain boundary and for
geological interpretations and future future mining purposes.
drilling areas, provided this information is
Additional work is required to provide further detailed
not commercially sensitive.
information on the mineral assemblage of the THM.

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Section 3: Estimation and Reporting of Mineral Resources

Criteria JORC Code explanation Comment
Database Measures taken to ensure that data has not Exploration data provided by the Company to IHC Robbins in the
integrity been corrupted by, for example, form CSV and Microsoft Excel files exported from an AcQuire
transcription or keying errors, between its database.
initial collection and its use for Mineral The Company provided CSV file for the downhole geophysical
Resource estimation purposes. data for the 2019 drill program.
Data validation procedures used. Checks of data by visually inspecting on screen (to identify
translation of samples), duplicate was visually examined to check
the reproducibility of assays.
Database assay values have been subjected to random
reconciliation with laboratory certified value is to ensure
agreement.
Visual and statistical comparison was undertaken to check the
validity of results.
Site visits Comment on any site visits undertaken by An extended site visit during the HI 2018 resource drilling phase
the Competent Person and the outcome of in EL5220 was undertaken by Competent Person, Greg Jones, to
those visits. observe the drilling data collection, and sampling activities. Area
If no site visits have been undertaken 2 West is located within EL5220.
indicate why this is the case.
Geological Confidence in (or conversely, the The geological interpretation was undertaken by IHC Robbins in
interpretation uncertainty of) the geological interpretation collaboration with the Company’s Geology Manager and then
of the mineral deposit. validated using all logging and sampling data and observations.
Nature of the data used and of any Current data spacing and quality is sufficient to indicate grade
assumptions made. continuity.
The effect, if any, of alternative Interpretation of modelling domains was restricted to the main
interpretations on Mineral Resource. mineralised envelopes utilising THM, oversize, slimes, trash
The use of geology in guiding and mineralogy and geology logging. The interpretation of domains
controlling Mineral Resource estimation. was also aided by the utilisation of downhole gamma signatures
produced by the geophysical logging which assisted with
The factors affecting continuity both of
distinguishing domain boundaries. 54 drillholes on three of the
grade and geology.
seven lines contained gamma signatures.
Sachet logging was also undertaken by the Company in relation
to specific areas within the Project to provide greater
understanding of mineralogical domains (e.g. where it was not
possible to obtain gamma signatures below the water table due
to hole collapse).
The MRE was controlled by the geological surfaces, and
basement surfaces.
There are four main strands and one sheet-like horizon of
mineralisation within the Project area which are predominantly
zircon-rutile enriched. These zones; 2, 3, and 4 are geologically
continuous across the Project. Zone 7 and 9 have been defined
by one section of drilling.
Dimensions The extent and variability of the Mineral The Mineral Resource field for the Project is approximately
Resource expressed as length (along strike 2.8 km in length (at the longest point) and 1.4 km wide (at the
or otherwise), plan width, and depth below widest point).
surface to the upper and lower limits of the
Mineral Resource.

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Criteria JORC Code explanation Comment

Estimation The nature and appropriateness of the The MRE was conducted using CAE mining software (also known
and modelling estimation technique(s) applied and key as Data mine Studio). Inverse distance weighting techniques
techniques assumptions, including treatment of were used to interpolate assay grades from drillhole samples into
extreme grade values, domaining, the block model and nearest neighbour techniques were used to
interpolation parameters and maximum interpolate index values and nonnumeric sample identification
distance of extrapolation from data points. into the block model. The mostly regular dimensions of the drill
If a computer assisted estimation method grid and the anisotropy of the drilling and sampling grid allowed
was chosen include a description of for the use of inverse distance methodologies as no de-clustering
computer software and parameters used. of samples was required. Appropriate and industry standard
The availability of check estimates, previous search ellipses were used to search for data for the interpolation
estimates and/or mine production records and suitable limitations on the number of samples and the
and whether the Mineral Resource estimate impact of those samples was maintained. An inverse distance
takes appropriate account of such data. weighting power of 3 was used so as not to over smooth the
grade interpolations. Hard domain boundaries were used, and
The assumptions made regarding recovery
these were defined by the geological wireframes that were
of by-products.
interpreted.
Estimation of deleterious elements or other
No assumptions were made during the resource estimation as to
non-grade variables of economic
the recovery of by-products.
significance (e.g. sulphur for acid mine
drainage characterisation). Slimes and oversize contents are estimated at the same time as
estimating the THM grade.
In the case of block model interpolation, the
block size in relation to the average sample Further detailed geochemistry is required to ascertain
spacing and the search employed. deleterious elements that may affect the marketability of the
heavy mineral products.
Any assumptions behind modelling of
selective mining units. The average parent cell size used for the interpolation was
approximately half the standard drillhole width and quarter the
Any assumptions about correlation between
standard drillhole section line spacing.
variables.
No assumptions were made regarding the modelling of selective
Description of how the geological
mining units however it is assumed that a form of dry mining will
interpretation was used to control the
be undertaken, and the cell size and the sub-cell splitting will
resource estimates.
allow for an appropriate dry mining preliminary reserve to be
Discussion of basis for using or not using prepared. Any other mining methodology will be more than
grade cutting or capping. adequately catered for with the parent cell size that was selected
The process of validation, the checking for the modelling exercise.
process used, the comparison of model data No assumptions were made about correlation between variables.
to drillhole data, and use of reconciliation
The MREs were controlled to an extent by the geological/
data if available.
mineralisation and basement surfaces.
Grade cutting or capping was not used during the interpolation
because of the regular nature of sample spacing and the fact that
samples were not clustered nor wide spaced to an extent where
elevated samples could have a deleterious impact on the
resource estimation.
Sample distributions were reviewed, and no extreme outliers
were identified either high or low that necessitated any grade
cutting or capping.
The sample length of 1 m does result in a degree of grade
smoothing also negating the requirement for grade cutting or
capping.
Validation of grade interpolations were done visually in CAE
Studio (Datamine) software by loading model and drillhole files
and annotating and colouring and using filtering to check for the
appropriateness of interpolations.
Statistical distributions were prepared for model zones from
drillhole and model files to compare the effectiveness of the
interpolation. Along strike distributions of section line averages
(swath plots) for drillholes and models were also prepared for
comparison purposes.

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Criteria JORC Code explanation Comment

Moisture Whether the tonnages are estimated on a Tonnages were estimated an assumed dry basis.
dry basis or with natural moisture, and the
method of determination of the moisture
content.
Cut-off The basis of the adopted cut-off grade(s) or Cut-off grades for THM were used to prepare the reported
parameters quality parameters applied. resource estimates. These cut-off grades were defined by the
Competent Person by utilising multiplying THM by VHM to get an
in-ground VHM grade (TVHM). This was used to report the block
model on material >1% TVHM. Consideration was taken into
account for a modest stripping ratio to ensure that deeply buried
material with a very low likelihood of eventual economic
extraction was not selected for reporting in the MRE.
IHC Robbins utilised a value per tonne algorithm as an internal
process to validate the TVHM cut-off grade for repeatability.
This validation provided a close reconciliation to the 1% TVHM
cut-off grade.
Mining factors Assumptions made regarding possible No specific mining method is assumed other than potentially the
or mining methods, minimum mining use of dry mining methods.
assumptions dimensions and internal (or, if applicable,
external) mining dilution. It is always
necessary as part of the process of
determining reasonable prospects for
eventual economic extraction to consider
potential mining methods, but the
assumptions made regarding mining
methods and parameters when estimating
Mineral Resources may not always be
rigorous. Where this is the case, this should
be reported with an explanation of the basis
of the mining assumptions made.
Metallurgical The basis for assumptions or predictions Metallurgical assumptions were used based on mineral
factors or regarding metallurgical amenability. It is assemblage composites which at this stage only allow for
assumptions always necessary as part of the process of preliminary commentary with no final products being defined
determining reasonable prospects for from the reported mineral species. Some chemistry in the form
eventual economic extraction to consider of oxides from XRF analysis was available for commentary,
potential metallurgical methods, but the however, may not bear exact reconciliation with eventual final
assumptions regarding metallurgical products.
treatment processes and parameters made
when reporting Mineral Resources may not
always be rigorous. Where this is the case,
this should be reported with an explanation
of the basis of the metallurgical
assumptions made.
Environmental Assumptions made regarding possible No assumptions have been made regarding possible waste and
factors or waste and process residue disposal options. process residue however disposal of by products such as SLIMES,
assumptions It is always necessary as part of the process sand and oversize are normally part of capture and disposal back
of determining reasonable prospects for into the mining void for eventual rehabilitation. This also applies
eventual economic extraction to consider to mineral products recovered and waste products recovered
the potential environmental impacts of the from metallurgical processing of heavy mineral.
mining and processing operation. While at
this stage the determination of potential
environmental impacts, particularly for a
greenfields project, may not always be well
advanced, the status of early consideration
of these potential environmental impacts
should be reported. Where these aspects
have not been considered this should be
reported with an explanation of the
environmental assumptions made.

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Criteria JORC Code explanation Comment

Bulk density Whether assumed or determined. If A bulk density algorithm was prepared using first principles
assumed, the basis for the assumptions. If techniques coupled with industry experience that is exclusive to
determined, the method used, whether wet IHC Robbins. We believe the bulk density formula to be
or dry, the frequency of the measurements, conservative and fit for purpose at this level of confidence for the
the nature, size and representativeness of MREs and based on our experience and we would also
the samples. recommend that bulk density testwork be undertaken going
The bulk density for bulk material must forward.
have been measured by methods that A bulk density was applied to the model using a standard linear
adequately account for void spaces (vugs, formula originally described by Baxter (1977). This approach was
porosity, etc), moisture and differences refined in a practical application by this author using the
between rock and alteration zones within following first principles calculations to develop a regression
the deposit. formula. This regression formula was then used to calculate the
Discuss assumptions for bulk density conversion of tonnes from each cell volume and from there the
estimates used in the evaluation process of calculation of material, THM and SLIMES tonnes.
the different materials. The bulk density formula is described as: Bulk density = (0.009 *
HM) + 1.698.
Classification The basis for the classification of the The resource classification for the Area 2 West Goschen deposits
Mineral Resources into varying confidence was based on the following criteria: drillhole spacing, geological
categories. and grade continuity, variography of primary assay grades and
Whether appropriate account has been the distribution of bulk samples.
taken of all relevant factors (i.e. relative The classification of the Indicated Mineral Resources was
confidence in tonnage/grade estimations, supported by all the supporting criteria as noted above.
reliability of input data, confidence in As a Competent Person, Greg Jones considers that the result
continuity of geology and metal values, appropriately reflects a reasonable view of the deposit
quality, quantity and distribution of the categorisation.
data).
Whether the result appropriately reflects
the Competent Person’s view of the deposit.
Audits or The results of any audits or reviews of No audits or reviews of the MRE have been undertaken at this
reviews Mineral Resource estimates. point in time.
Discussion of Where appropriate a statement of the Local (nearest neighbour) estimates were undertaken as a
relative relative accuracy and confidence level in the preliminary evaluation process. The overall grade interpolation
accuracy/ Mineral Resource estimate using an for this method was a fair comparison with inverse distance
confidence approach or procedure deemed appropriate weighting methodology.
by the Competent Person. For example, the Validation of the model us drillhole grades by observation,
application of statistical or geostatistical swathe plot and population distribution analysis was favourable.
procedures to quantify the relative accuracy
The statement refers to global estimates for the entire known
of the resource within stated confidence
extent of the Area 2 West Goschen deposits.
limits, or, if such an approach is not deemed
appropriate, a qualitative discussion of the No production data is available for comparison with the Area 2
factors that could affect the relative West Goschen deposits.
accuracy and confidence of the estimate.
The statement should specify whether it
relates to global or local estimates, and, if
local, state the relevant tonnages, which
should be relevant to technical and
economic evaluation. Documentation
should include assumptions made and the
procedures used.
These statements of relative accuracy and
confidence of the estimate should be
compared with production data, where
available.

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Area 3 Extended – JORC Table 1 (JORC Code, 2012 Edition)

Competent Person: Graham Howard
Report Title: Areas 3 Extended Mineral Resource Estimate Report
Report Reference: RPP727
Date Reported: 21 August 2020

Section 1: Sampling Techniques and Data

(Criteria in this section apply to all succeeding sections)

Criteria JORC Code explanation Commentary

Sampling Nature and quality of sampling (e.g. cut Aircore (AC) drilling was used to obtain samples at 1 m intervals
techniques channels, random chips, or specific for 2019 drilling. The following information covers the sampling
specialised industry standard measurement process:
tools appropriate to the minerals under • The full 1 m drill samples were split down to approximately
investigation, such as down hole gamma ~1,000 g to ~2500 g by rotary splitter mounted on the drilling
sondes, or handheld XRF instruments, etc.). rig.
These examples should not be taken as
• Each 1 m composite subsample was homogenised by
limiting the broad meaning of sampling.
manually mixing the sample within the sample bag.
Include reference to measures taken to • A sample of sand of approximately 20 g is scooped from the
ensure sample representivity and the sample bag for visual estimation of heavy mineral and slimes
appropriate calibration of any content and also sample description. The same mass of
measurement tools or systems used. sample is consistently used for each panned sample to ensure
Aspects of the determination of calibration is maintained for consistency in visual estimation.
mineralisation that are Material to the • Sample logging software is used at the drill rig for recording
Public Report. sample intervals and descriptions.
In cases where ‘industry standard’ work has • The sample bag is sealed and dispatched to a commercial
been done this would be relatively simple laboratory for analysis.
(e.g. ‘reverse circulation drilling was used to
• The laboratory sample was oven dried at 105°C for a
obtain 1 m samples from which 3 kg was
minimum of 2 hours (and then re-dried for up to 12 hours if
pulverised to produce a 30 g charge for fire
required), and split down to 100 g subsamples via a rotating
assay’). In other cases more explanation
splitter fed by a vibrating screen. A laboratory repeat was
may be required, such as where there is
taken at ~1:25 samples.
coarse gold that has inherent sampling
problems. Unusual commodities or • All drillhole subsamples were screened using vibrating screens
mineralisation types (e.g. submarine with a top screen of either 1 mm or 2 mm mesh and a bottom
nodules) may warrant disclosure of detailed screen of 38 µm. Oversize (+1 mm or 2 mm fraction) was
information. removed and -38 µm fraction (SLIMES) discarded. The sand
fraction (1 mm or 2 mm to +38 µm) was then submitted for
heavy liquid separation (HLS) using TBE to determine total
heavy mineral (THM) content.
• Duplicates were taken at the drill rig by hanging sample bags
side-by-side on the rotary splitter at a rate of ~1:20.
• Duplicates were taken within mineralisation zones as the
waste material was excluded from sampling.
• Commercially obtained standards were inserted by the
laboratory at a rate of ~1:40.
Drilling Drill type (e.g. core, reverse circulation, Wallis Drilling was the contractor used for the drilling and
techniques open-hole hammer, rotary air blast, auger, sampling program upon which the Goschen Area 3 Extended
Bangka, sonic, etc.) and details (e.g. core Mineral Resource estimate (MRE) was based.
diameter, triple or standard tube, depth of AC drilling, which is a standard technique for the heavy mineral
diamond tails, face-sampling bit or other sand industry, was used. AC drilling is a form of reverse
type, whether core is oriented and if so, by circulation drilling where the sample is collected at the face and
what method, etc.). returned inside the inner tube.
All drillholes were vertical and were drilled using NQ-sized drill
string and bits. Drill rods were three metres long.

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Criteria JORC Code explanation Commentary

Drill sample Method of recording and assessing core and Drill sample recovery is monitored by recording sample condition
recovery chip sample recoveries and results assessed. from “dry good” to “wet poor”.
Measures taken to maximise sample While initially collaring the hole, limited sample recovery can
recovery and ensure representative nature occur in the initial 0–1 m sample interval owing to sample and air
of the samples. loss into the surrounding loose soil. The initial 0–1 m sample
Whether a relationship exists between interval is drilled very slowly in order to achieve optimum sample
sample recovery and grade and whether recovery.
sample bias may have occurred due to Each entire 1 m sample apart from the subsample taken for
preferential loss/gain of fine/coarse logging and analysis) is collected at the drill rig in large numbered
material. plastic bags for dispatch to the initial split preparation facility.
At the end of each drill rod, the drill string is cleaned by blowing
down with air to remove any clay and silt potentially built up in
the sample tubes.
The twin-tube AC drilling technique is known to provide high-
quality samples from the face of the drillhole (in ideal
conditions).
Logging Whether core and chip samples have been Each AC sample was qualitatively logged into a field-validated
geologically and geotechnically logged to a data capture software package, and later uploaded to the
level of detail to support appropriate AcQuire database.
Mineral Resource estimation, mining The samples were logged for lithology, colour, grain size, sorting,
studies and metallurgical studies. hardness, sample condition, washability, estimated heavy
Whether logging is qualitative or mineral content, estimated slimes content and any relevant
quantitative in nature. Core (or costean, comments - such as slope, vegetation, or cultural activity.
channel, etc) photography. Every drillhole was logged in full.
The total length and percentage of the Logging is undertaken with reference to a Drilling Guideline with
relevant intersections logged. codes prescribed and guidance on description to ensure
consistent and systematic data collection.
Subsampling If core, whether cut or sawn and whether The 1 m sample interval is rotary split at the drill rig. A total of
techniques quarter, half or all core taken. ~1.2 kg to ~2.5 kg of each sample was placed into calico sample
and sample If non-core, whether riffled, tube sampled, bags and exported to Diamantina Laboratory for THM analysis.
preparation rotary split, etc and whether sampled wet The water table depth, if intersected, was noted in all geological
or dry. logs and when water injection was required to aid sample
For all sample types, the nature, quality and recovery the sample was logged as “wet poor”.
appropriateness of the sample preparation Almost all the samples are silty sand, sand, sandy clay, clayey
technique. sand, or clay and this sample preparation method is considered
Quality control procedures adopted for all appropriate.
subsampling stages to maximise The sample sizes were deemed suitable to reliably capture THM,
representivity of samples. slime, and oversize characteristics, based on industry experience
Measures taken to ensure that the sampling of the geologists involved and consultation with laboratory staff.
is representative of the in-situ material Field duplicates of the samples were completed at a frequency of
collected, including for instance results for 1:20 primary samples.
field duplicate/second-half sampling.
Whether sample sizes are appropriate to
the grain size of the material being
sampled.
Quality of The nature, quality and appropriateness of The wet panning at the drill site provides an estimate of the
assay data the assaying and laboratory procedures THM % which is sufficient for the purpose of determining
and used and whether the technique is approximate concentrations of THM in the first instance.
laboratory considered partial or total. AC sample:
tests For geophysical tools, spectrometers, • The individual 1 m AC subsamples were assayed by
handheld XRF instruments, etc., the Diamantina Laboratories in Perth, Western Australia, which is
parameters used in determining the considered the Primary laboratory.
analysis including instrument make and
• The samples were initially oven dried at 105°C for 2 hours
model, reading times, calibrations factors
(and then up to 12 hours for very wet samples) then reduced
applied and their derivation, etc.
on a rotary splitter by 15%. Samples were then riffle split to
100 g sub-splits (weighed and captured) and then left to soak
overnight.

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Criteria JORC Code explanation Commentary

Nature of quality control procedures • All samples were then wet washed and sieved on vibrating
adopted (e.g. standards, blanks, duplicates, screens using a top screen of +1 or +2 mm to remove the very
external laboratory checks) and whether coarse sand, pebbles, or grits. The bottom screen used 38 µm
acceptable levels of accuracy (i.e. lack of mesh for removal and determination of the -38 µm fraction
bias) and precision have been established. (SLIMES). The remaining sand fraction (-2 mm +38 µm) was
then submitted to HLS.
• The laboratory used TBE as the heavy liquid medium – with
density range between 2.92 g/ml and 2.96 g/ml. The density
of the heavy liquid was checked every day.
• This is an industry standard technique.
• Field duplicates of the samples were collected and submitted
at a frequency of 1:20 primary samples.
• Diamantina Laboratories completed its own internal quality
assurance and quality control (QAQC) checks that included
laboratory standards every 40th sample and a Laboratory
repeat every 25th sample prior to the results being released.
• Analysis of QAQC samples show the laboratory data to be of
acceptable accuracy and precision.
• The adopted QAQC protocols are acceptable for this stage of
testwork.
Verification of The verification of significant intersections All results were checked by the Company’s Geology Manager.
sampling and by either independent or alternative The Company’s Geology Manager and an independent Resource
assaying company personnel. Geologist made periodic visits to Diamantina Laboratories to
The use of twinned holes. observe sample processing and procedure.
Documentation of primary data, data entry A process of laboratory data validation using mass balance is
procedures, data verification, data storage undertaken to identify entry errors or questionable data.
(physical and electronic) protocols. Field and laboratory duplicate data pairs (THM/OS/SLIME) of
Discuss any adjustment to assay data. each batch are plotted to identify potential quality control issues.
Standard Reference Material sample results are checked from
each sample batch to ensure they are within tolerance (<3SD)
and that there is no bias.
The field and laboratory data were exported from the VHM’s
AcQuire database and imported into Datamine by a geologist
contracted to VHM Limited (VHML), which is appropriate for this
stage in the program. Data validation criteria are included to
check for overlapping sample intervals, end of hole match
between “Lithology”, “Sample”, “Survey” files and other
common errors.
Location of Accuracy and quality of surveys used to Drillhole collar locations were surveyed by an independent
data points locate drillholes (collar and downhole surveyor using industry standard equipment. Three permanent
surveys), trenches, mine workings and other survey marks in the area provided survey control, allowing for
locations used in Mineral Resource repeatable and accurate survey readings across the project area.
estimation. The datum used is GDA 94 and coordinates are projected as MGA
Specification of the grid system used. Zone 54.
Quality and adequacy of topographic A digital topographic surface was generated by VHML from data
control. collected during a light detection and ranging (LiDAR) survey
commissioned by VHML. The accuracy of the locations is
sufficient for this stage of exploration.
Data spacing Data spacing for reporting of Exploration 160 drillholes were used to inform the resource estimate. 91
and Results. were drilled in 2017, two were drilled in 2018 and the remaining
distribution Whether the data spacing and distribution 67 were completed in January/February 2019.
is sufficient to establish the degree of Holes drilled in 2017 were drilled on an offset pattern with
geological and grade continuity appropriate spacing between collars of 300–400 m. The program conducted
for the Mineral Resource and Ore Reserve during 2019 comprised holes drilled at 100/50m spacing along
estimation procedure(s) and classifications east-west traverses which were spaced at 400 m.
applied.

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Criteria JORC Code explanation Commentary

Whether sample compositing has been The collar spacing is sufficient to provide a high degree of
applied. confidence in geological model and grade continuity within the
holes at this stage.
Each AC drill sample is a single 1 m sample of sediment
intersected down the hole.
No downhole compositing has been applied to models for values
of THM, slime and oversize.
Compositing of samples was undertaken on THM concentrates
for mineral assemblage determination. Composite samples were
determined by geological domains
Orientation of Whether the orientation of sampling The mineralisation at the Goschen Area 3 prospect is a largely
data in achieves unbiased sampling of possible flat-lying (with some soft sediment deformation across a
relation to structures and the extent to which this is basement fault) sedimentary package which does not display a
geological known, considering the deposit type. strong orientation of mineralisation at the current sample
structure If the relationship between the drilling spacing.
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 sample Aircore samples were stored on site (at a dedicated warehouse in
security security. Kerang).
The samples were then dispatched to Perth using Swan Hill
Freight agents and delivered directly to the Diamantina
Laboratory.
The laboratory inspected the packages and did not report
tampering of the samples.
Audits or The results of any audits or reviews of Internal reviews were undertaken during the geological
reviews sampling techniques and data. interpretation and throughout the modelling process.

Section 2: Reporting of Exploration Results

(Criteria listed in the preceding section also apply to this section)

Criteria JORC Code explanation Commentary

Mineral Type, reference name/number, location and The exploration work was completed on tenements that are
tenement and ownership including agreements or material 100% owned by VHML in Victoria, Australia.
land tenure issues with third parties such as joint The drill samples for this MRE were drilled and collected from
status ventures, partnerships, overriding royalties, Exploration Licence 5520.
native title interests, historical sites,
The exploration licence original date of grant was 10 October
wilderness or national park and
2014 with an expiry date of 9 October 2019. A Retention Licence
environmental settings.
to replace the exploration licence was granted by Earth
The security of the tenure held at the time Resources Regulation, which is the responsible statutory body
of reporting along with any known and part of Victorian Department of Jobs, Precincts and Regions,
impediments to obtaining a licence to in January 2020.
operate in the area.
Exploration Acknowledgment and appraisal of Historic exploration work was completed by previous exploration
done by other exploration by other parties. companies including Austiex (1977–1978), CRA Exploration
parties (1981–1987), Renison Goldfields Consolidated (1980–1991), WJ
Holdings (1998), RZM Group (1999), Basin Minerals (2001),
Providence Gold and Minerals (2004–2005), and Iluka (2009).
The Company has obtained the hardcopy reports and maps in
relation to this information as part of its historical review in
preparation for their current work program.
The historical data comprises surface sampling, limited AC drilling
and mapping.
The current resource estimate is based solely on work conducted
by VHML.

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Criteria JORC Code explanation Commentary

Geology Deposit type, geological setting and style of The heavy mineral sands at the Goschen Project is a fine-grained
mineralisation. deposit hosted within the offshore depositional paleo-
environment of the Loxton Parilla Sands. The Loxton-Parilla Sand
is common within the Murray Basin and hosts all known mineral
sand deposits in the Basin. Alluvial sediments of the Shepparton
Formation have been deposited over the Loxton-Parilla Sand and
the Bookpurnong Formation consisting of shallow marine clays
and marls is positioned below within the lithological sequence.
Drillhole A summary of all information material to All relevant drillhole data is reported in the Resource Report
information the understanding of the exploration results describing the resource estimate for the Goschen Area 3
including a tabulation of the following Extended project.
information for all Material drillholes:
• easting and northing of the drillhole
collar
• elevation or RL (Reduced Level –
elevation above sea level in metres) of
the drillhole collar
• dip and azimuth of the hole
• downhole length and interception depth
• hole length.
If the exclusion of this information is
justified on the basis that the information is
not Material and this exclusion does not
detract from the understanding of the
report, the Competent Person should clearly
explain why this is the case.
Data In reporting Exploration Results, weighting No data aggregation methods were utilised, no top cuts were
aggregation averaging techniques, maximum and/or employed, and all cut-off grades have been reported.
methods minimum grade truncations (e.g. cutting of
high grades) and cut-off grades are usually
Material and should be stated.
Where aggregate intercepts incorporate
short lengths of high grade results and
longer lengths of low grade results, the
procedure used for such aggregation should
be stated and some typical examples of
such aggregations should be shown in
detail.
The assumptions used for any reporting of
metal equivalent values should be clearly
stated.
Relationship These relationships are particularly The nature of the mineralisation is horizontal, thus vertical AC
between important in the reporting of Exploration holes represent the true thicknesses of the mineralisation.
mineralisation Results. Downhole widths are reported.
widths and If the geometry of the mineralisation with
intercept respect to the drillhole angle is known, its
lengths nature should be reported.
If it is not known and only the downhole
lengths are reported, there should be a
clear statement to this effect (e.g.
‘downhole length, true width not known’).
Diagrams Appropriate maps and sections (with scales) Refer to the main body of the report.
and tabulations of intercepts should be
included for any significant discovery being
reported These should include, but not be
limited to a plan view of drillhole collar
locations and appropriate sectional views.

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Criteria JORC Code explanation Commentary

Balanced Where comprehensive reporting of all Exploration results have been reported at THM >1% to indicate a
reporting Exploration Results is not practicable, range of potential tonnes and grade.
representative reporting of both low and
high grades and/or widths should be
practiced to avoid misleading reporting of
Exploration Results.
Other Other exploration data, if meaningful and Detailed mineral assemblage work was undertaken on composite
substantive material, should be reported including (but samples for the Project by ALS Metallurgy Services, Perth and by
exploration not limited to): geological observations; Bureau Veritas in Adelaide. ALS applied an integrated
data geophysical survey results; geochemical mineralogical approach using both x-ray fluorescence (XRF)
survey results; bulk samples – size and analysis and Quantitative Evaluation of Minerals by Scanning
method of treatment; metallurgical test Electron Microscopy (QEMSCAN). Bureau Veritas also use
results; bulk density, groundwater, QEMSCAN for mineralogical determinations but use a
geotechnical and rock characteristics; combination of XRF and laser ablation techniques for chemical
potential deleterious or contaminating assay. These techniques were used to gain a quantitative
substances. understanding of the elemental composition and mineralogical
assemblage.
The XRF and laser ablation techniques provide measurements of
relative elemental abundances (down to limits of a few parts per
million) which allows for a quantifiable basis for determination of
mineralogy, provenance, depositional environment, and
diagenetic history. The XRF analysis was utilised to apply assay
data to the geological model for grade interpretation.
The QEMSCAN method of analysis required the samples to be
screened into +150 µm and -150 µm screen fraction prior to
sample preparation and QEMSCAN analysis.
Sample preparation required each subsample was mixed with
size-graded, high purity graphite to ensure particle separation
and discourage density segregation. These sample-graphite
mixtures were then set into moulds using a two-part epoxy resin,
producing a representative subsample of randomly orientated
particles. Once cured, the resin blocks were then cut to expose a
fresh surface which is then gradually ground and polished. Once
QAQC checks are completed the sections are then carbon coated
for electron beam conductivity and presented to QEMSCAN for
analysis.
The samples were analysed using QEMSCAN technology in Field
Scan mode and Particle Mineralogical Analysis mode.
For the samples acquired in 2019 detailed sachet scanning of
heavy mineral sinks from the drill assay process was carried out
to determine regions of gross mineralogy as well as an overall
consideration of valuable heavy mineral (VHM) content. Other
considerations undertaken during this sachet logging were the
presence of iron oxide coatings on THM, and any gross
composition of trash heavy minerals. Sachet logging then had
partial input into the geological/mineralogical/THM grade
interpretation which then assisted with domain control for
modelling, as well as providing guidance for the allocation of
mineral assemblage composites where it was not possible to get
gamma data due to hole collapse.
Pre-2019 composite samples were generated solely on heavy
mineral grades, which were used to generate geological domain
boundaries. These composite samples frequently include zones
of high gangue content and iron cemented sand. As a result,
many of the early composites are not representative of the true
mineralised zones and mineralogical results are downgraded by
trash and iron oxide. Many of these sample were, therefore,
omitted from the dataset used to inform the resource estimate.

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Criteria JORC Code explanation Commentary

Once the sample compositing was completed, the sample
identification and mineral assemblage composite number was
submitted to the labs listed above for mineralogical
determination.
In 2018, a 1.8-tonne bulk sample was created by compositing
343, 5–6 kg, excess drill cuttings from the mineralised zones of
86 holes which were drilled in 2017. The bulk sample was treated
to a program of work to remove oversize and de-slime the parent
sample in preparation for metallurgical testwork. The testwork
was undertaken by Mineral Technologies.
In addition to a THM head-grade, and slimes and oversize
content details, the testwork produced a concentrate whose
mineral assemblage was determined by ALS using QEMSCAN as
described above.
Details of summary drillhole composite is presented in the
appendices of the MRE report.
Further work The nature and scale of planned further Additional work is required to provide further detailed
work (e.g. tests for lateral extensions or information on the mineral assemblage of the THM.
depth extensions or large-scale step-out Further drilling may be planned if an economic analysis of the
drilling). resource provides justification for such work.
Diagrams clearly highlighting the areas of
possible extensions, including the main
geological interpretations and future
drilling areas, provided this information is
not commercially sensitive.

Section 3: Estimation and Reporting of Mineral Resources

(Criteria listed in section 1, and where relevant in section 2, also apply to this section)
Criteria JORC Code explanation Commentary
Database Measures taken to ensure that data has not Exploration data is collected in the field using a data collection
integrity been corrupted by, for example, software package that uses validation routines to ensure no
transcription or keying errors, between its incorrect codes can be used during logging. That field data is
initial collection and its use for Mineral uploaded the Company’s AcQuire database using validation
Resource estimation purposes. routines.
Data validation procedures used. Laboratory assay files are also uploaded to the VHML database
via routines the check the validity of the data.
All data used in the resource estimate was downloaded directly
from the VHML database in the form of csv files and then
converted to Datamine files.
Checks of data by visually inspecting on screen to identify
translation of samples.
Visual and statistical comparison was undertaken to check the
validity of results.
Site visits Comment on any site visits undertaken by An extended site visit during the 2019 resource drilling phase in
the Competent Person and the outcome of EL5220 was undertaken by Competent Person (Geology
those visits. Manager) to observe the drilling data collection and sampling
If no site visits have been undertaken activities. No deficiencies were identified during the visit.
indicate why this is the case.
Geological Confidence in (or conversely, the The geological interpretation was undertaken by VHML’s
interpretation uncertainty of) the geological interpretation Geologists using all logging, downhole gamma responses, and
of the mineral deposit. sampling data and observations.
Nature of the data used and of any Current data spacing and quality is sufficient to indicate grade
assumptions made. continuity.
The effect, if any, of alternative
interpretations on Mineral Resource
estimation.

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Criteria JORC Code explanation Commentary

The use of geology in guiding and Interpretation of modelling domains was restricted to the main
controlling Mineral Resource estimation. mineralised envelopes utilising THM, oversize, slimes, and
The factors affecting continuity both of geology logging. The interpretation of the domains was also
grade and geology. aided by the utilisation of downhole gamma signatures produced
by the geophysical logging which assisted with distinguishing
domain boundaries in the Area 3 Extended area.
Sachet logging was also undertaken by the company in relation
to specific areas within the project to provide greater
understanding of mineralogical domain (e.g. where it was not
possible to obtain gamma signatures below the water table due
to hole collapse).
The MRE was controlled by the topographic surface and a
wireframed solid describing the mineralised domain.
The mineralisation is apparently open to the north, south, east,
and west.
Dimensions The extent and variability of the Mineral The current resource has been defined as being approximately
Resource expressed as length (along strike 5,000 m (north-south) and 7,000 m wide (east-west). It is
or otherwise), plan width, and depth below approximately 20 m thick and is buried by an average of 22 m of
surface to the upper and lower limits of the overburden.
Mineral Resource.
Estimation The nature and appropriateness of the The MRE was conducted using Datamine Studio RM. Inverse
and modelling estimation technique(s) applied and key distance weighting techniques were used to interpolate assay
techniques assumptions, including treatment of grades from drillhole samples into most of the block model. THM
extreme grade values, domaining, grades within Zone 1 of the Indicated Resource were set to a
interpolation parameters and maximum fixed grade of 5.42% THM, which was determined during the
distance of extrapolation from data points. metallurgical testwork that was conducted using the 1.8-tonne
If a computer assisted estimation method bulk sample. This was appropriate as the bulk sample was largely
was chosen include a description of composed of samples from within Zone 1 of the Indicated
computer software and parameters used. Resource. The metallurgical testwork used a screen size of
The availability of check estimates, previous 20 micron and showed considerable uplift in recovery of heavy
estimates and/or mine production records mineral compared to the individual sample grades of the “as-
and whether the Mineral Resource estimate drilled” samples, which used a screen size of 38 micron.
takes appropriate account of such data. Nearest neighbour techniques were used to interpolate mineral
The assumptions made regarding recovery assemblage, index values and nonnumeric sample identification
of by-products. into the block model. Due to the poor quality of the
mineralogical data (QEMSCAN) related to incorrect composite
Estimation of deleterious elements or other
selection, the mineral assemblage, which was derived by the bulk
non-grade variables of economic
sample testwork, was used to inform the two main mineralised
significance (e.g. sulphur for acid mine
domains. These data were supported by the more carefully
drainage characterisation).
chosen mineral composites created from the 2019 drilling and so,
In the case of block model interpolation, the along with the very large number of samples used from the
block size in relation to the average sample mineralised domains to create the bulk sample, this step is
spacing and the search employed. considered as being appropriate.
Any assumptions behind modelling of The mostly regular dimensions of the drill grid and the anisotropy
selective mining units. of the drilling and sampling grid allowed for the use of inverse
Any assumptions about correlation between distance methodologies as no de-clustering of samples was
variables. required. Appropriate and industry standard search ellipses were
Description of how the geological used to search for data for the interpolation and suitable
interpretation was used to control the limitations on the number of samples and the impact of those
resource estimates. samples was maintained. An inverse distance weighting power of
2 was used so as not to over smooth the grade interpolations.
Discussion of basis for using or not using Hard domain boundaries were used, and these were defined by
grade cutting or capping. the geological outlines that were interpreted.
The process of validation, the checking No assumptions were made during the resource estimation as to
process used, the comparison of model data the recovery of by-products.
to drillhole data, and use of reconciliation
data if available. Slimes and oversize contents are estimated at the same time as
estimating the THM grade.

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Criteria JORC Code explanation Commentary

Further detailed geochemistry is required to ascertain
deleterious elements that may affect the marketability of the
heavy mineral products.
The average parent cell size used for the interpolation was
approximately half the standard drillhole width and half the
standard drillhole section line spacing.
No assumptions were made regarding the modelling of selective
mining units, however, it is assumed that a form of dry mining
will be undertaken and the cell size and the sub cell splitting will
allow for an appropriate dry mining preliminary reserve to be
prepared. Any other mining methodology will be more than
adequately catered for with the parent cell size that was selected
for the modelling exercise.
No assumptions were made about correlation between variables.
Grade cutting or capping was not used during the interpolation
because of the regular nature of sample spacing and the fact that
samples were not clustered nor wide spaced to an extent where
elevated samples could have a deleterious impact on the
resource estimation.
Sample distributions were reviewed, and no extreme outliers
were identified either high or low that necessitated any grade
cutting or capping.
The sample length of 1 m does result in a degree of grade
smoothing also negating the requirement for grade cutting or
capping.
Validation of grade interpolations were done visually in Datamine
software by loading model and drillhole files and annotating and
colouring and using filtering to check for the appropriateness of
interpolations.
Statistical distributions were prepared for model zones from
drillhole and model files to compare the effectiveness of the
interpolation. Along strike distributions of section line averages
(swath plots) for drillholes and models were also prepared for
comparison purposes.
Moisture Whether the tonnages are estimated on a Tonnages were estimated an assumed dry basis as the
dry basis or with natural moisture, and the mineralisation is located above the current water table.
method of determination of the moisture
content.
Cut-off The basis of the adopted cut-off grade(s) or Cut-off grade for THM was used to prepare the reported
parameters quality parameters applied. resource estimates. A 1.0% cut-off grade was used at the
suggestion of VHML’s Geology Manager.
Mining factors Assumptions made regarding possible No specific mining method is assumed other than potentially the
or mining methods, minimum mining use of dry mining methods.
assumptions dimensions and internal (or, if applicable,
external) mining dilution. It is always
necessary as part of the process of
determining reasonable prospects for
eventual economic extraction to consider
potential mining methods, but the
assumptions made regarding mining
methods and parameters when estimating
Mineral Resources may not always be
rigorous. Where this is the case, this should
be reported with an explanation of the basis
of the mining assumptions made.

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Criteria JORC Code explanation Commentary

Metallurgical The basis for assumptions or predictions A metallurgical testwork program was undertaken on a 1.8-tonne
factors or regarding metallurgical amenability. It is bulk sample by Mineral Technologies.
assumptions always necessary as part of the process of The processing of a 1.8-tonne bulk sample of Area 3 ore through
determining reasonable prospects for a feed preparation circuit (FPC) used a combination of scrubbing,
eventual economic extraction to consider screening and de-sliming to prepare feed suitable for subsequent
potential metallurgical methods, but the beneficiation. The data showed:
assumptions regarding metallurgical
• The calculated FPC feed assayed 1.4% TiO2, 0.6% ZrO2 and
treatment processes and parameters made
0.05% CeO2 and agreed with the characterisation testwork
when reporting Mineral Resources may not
grade.
always be rigorous. Where this is the case,
this should be reported with an explanation • The prepared sample after scrubbing, screening and de-
of the basis of the metallurgical sliming accounted for 79% by weight of the feed; with 7.5% by
assumptions made. weight of the feed sample reporting to the oversize stream
and 13.6% by weight of the feed sample reporting to the
slimes.
• The prepared sample assayed 1.7% TiO2, 0.9% ZrO2 and 0.06%
CeO2.
• Testwork recovery of -1.0+0.020 mm TiO2 to the de-slimed
and screened sample was 98.2% relative to the FPC feed.
• Testwork recovery of -1.0+0.020 mm ZrO2 to the de-slimed
and screened sample was 99.5% relative to the FPC feed.
• Testwork recovery of -1.0+0.020 mm CeO2 to the de-slimed
and screened sample was 99.3% relative to the FPC feed.
• The very high recovery of +20 μm TiO2, ZrO2 and CeO2
validated the suitability of the FPC to produce feed for
beneficiation with minimal loss of valuable to slimes or
oversize.
No recoveries were used or accounted for in the reporting of the
MRE.
Environmental Assumptions made regarding possible No assumptions have been made regarding possible waste and
factors or waste and process residue disposal options. process residue, however, disposal of by products such as
assumptions It is always necessary as part of the process SLIMES, sand and oversize are normally part of capture and
of determining reasonable prospects for disposal back into the mining void for eventual rehabilitation.
eventual economic extraction to consider This also applies to gangue mineral products recovered and
the potential environmental impacts of the waste products recovered from metallurgical processing of heavy
mining and processing operation. While at mineral.
this stage the determination of potential
environmental impacts, particularly for a
greenfields project, may not always be well
advanced, the status of early consideration
of these potential environmental impacts
should be reported. Where these aspects
have not been considered this should be
reported with an explanation of the
environmental assumptions made.
Bulk density Whether assumed or determined. If A bulk density algorithm was prepared using first principles
assumed, the basis for the assumptions. If techniques coupled with industry experience. It is believed that
determined, the method used, whether wet the bulk density formula is conservative and fit for purpose at
or dry, the frequency of the measurements, this level of confidence for the MREs and based on our
the nature, size and representativeness of experience, however, bulk density testwork should be
the samples. undertaken going forward.
The bulk density for bulk material must A bulk density was applied to the model using a standard linear
have been measured by methods that formula originally described by Baxter (1977). This regression
adequately account for void spaces (vugs, formula was then used to calculate the conversion of tonnes
porosity, etc), moisture and differences from each cell volume and from there the calculation of material,
between rock and alteration zones within THM and SLIMES tonnes.
the deposit. The bulk density formula is described as: Bulk Density = (0.009 *
Discuss assumptions for bulk density THM) + 1.698.
estimates used in the evaluation process of
the different materials.

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Criteria JORC Code explanation Commentary

Classification The basis for the classification of the The resource classification for the Goschen Area 3 Extended
Mineral Resources into varying confidence deposit was based on the following criteria: drillhole spacing,
categories. geological and grade continuity, variography of primary assay
Whether appropriate account has been grades and the distribution of composited assemblage data.
taken of all relevant factors (i.e. relative The classification of the Indicated Mineral Resources was
confidence in tonnage/grade estimations, supported by all the supporting criteria as noted above. Inferred
reliability of input data, confidence in Mineral Resource classification was conferred on the parts of the
continuity of geology and metal values, resource where drilling spacing was wider yet still supported by
quality, quantity and distribution of the variography and geological continuity.
data). As a Competent Person, Graham Howard considers that the
Whether the result appropriately reflects result appropriately reflects a reasonable view of the deposit.
the Competent Person’s view of the deposit.
Audits or The results of any audits or reviews of No audits or reviews of the MRE have been undertaken at this
reviews Mineral Resource estimates. point in time.
Discussion of Where appropriate a statement of the The regular nature of the drillhole spacing means that no local
relative relative accuracy and confidence level in the variations were produced or able to be analysed during the
accuracy/ Mineral Resource estimate using an mineral resource estimation process.
confidence approach or procedure deemed appropriate Validation of the model vs drillhole grades by sectional
by the Competent Person. For example, the comparisons, swathe plot and population distribution analysis
application of statistical or geostatistical was favourable.
procedures to quantify the relative accuracy
The statement refers to global estimates for the entire known
of the resource within stated confidence
extent of the Goschen Area 3 Extended deposit.
limits, or, if such an approach is not deemed
appropriate, a qualitative discussion of the No production data is available for comparison with the deposit.
factors that could affect the relative
accuracy and confidence of the estimate.
The statement should specify whether it
relates to global or local estimates, and, if
local, state the relevant tonnages, which
should be relevant to technical and
economic evaluation. Documentation
should include assumptions made and the
procedures used.
These statements of relative accuracy and
confidence of the estimate should be
compared with production data, where
available.

Competent Person: Anthony Keers (JORC Table 1 Sections 4)

Report Title: Area 1 Mineral Resource Estimate Report
Report Reference: Goschen Project Area 3 Ore Reserve Study
Date Reported: March 2021

Section 4: Estimation and Reporting of Ore Reserves

(Criteria listed in section 1, and where relevant in sections 2 and 3, also apply to this section.)
Criteria JORC Code explanation Commentary
Mineral Description of the Mineral Resource estimate Please see Table 4 and Table 5 of this report for the Mineral
Resource used as a basis for the conversion to an Ore Resource estimates that were used as the basis for the Ore
estimate for Reserve. Reserves. Mineral Resources are reported inclusive of the Ore
conversion Clear statement as to whether the Mineral Reserves.
to Ore Resources are reported additional to, or
Reserves inclusive of, the Ore Reserves.

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Criteria JORC Code explanation Commentary

The Company’s total Ore Reserves are presented in Table 6, and
Table 7 presents the Area 1 and 3 Ore Reserves as defined by
the terms of the DFS for the Goschen Project. This Ore Reserve
represents a subset of the above Ore Reserves and cover only
the area over which VHM are seeking mining approvals as of
March 2022.

Site visits A site visit is to be carried out by the Mr Anthony Keers carried out a site visit in August 2019.
competent person(s) signing off on the Ore
Reserve.
Study status The type and level of study undertaken to This work was undertaken at Definitive Feasibility Study level, the
enable Mineral Resources to be converted to Ore Reserve portion of which was carried out on supplied
Ore Reserves. Mineral Resource models.
The Code requires that a study to at least Any material classified as an Inferred Mineral Resource was not
Prefeasibility Study level has been undertaken included in the Ore Reserve calculations.
to convert Mineral Resources to Ore Reserves.
Such studies will have been carried out and
will have determined a mine plan that is
technically achievable and economically
viable, and that material Modifying Factors
have been considered.
Cut-off The basis of the cut-off grade(s) or quality A single cut-off grade (using THM or TVHM) was found to not
parameters parameters applied. accurately reflect the optimisation results, as such a calculation
was undertaken to classify each block as ore or waste.
The ore/waste classification was performed in three steps:
calculating the revenue of each block, calculating the processing
cost of each block and ultimately the cashflow of each block.
If the block revenue was greater than the processing cost, the
block was treated as ore, otherwise the block was treated as
waste.
Mining The method and assumptions used as Pit optimisations were completed using Whittle software.
factors or reported in the Prefeasibility or Feasibility Complete extraction of ore within pit designs is planned.
assumptions Study to convert the Mineral Resource to an
Exclusion Zones have been determined to minimise the impact of
Ore Reserve (i.e. either by application of
operations on the environment and community. Potentially
appropriate factors by optimisation or by
economic material within the exclusion zone may be included in
preliminary or detailed design).
future Ore Reserve estimates.
The choice, nature and appropriateness of the
Ore will be trucked to an MUP ROM on the surface close to the
selected mining method(s) and other mining
mining face. The Mining Unit Plan (MUP) will be relocated at as
parameters including associated design issues
required to optimise truck haulage and slurry pumping.
such as pre-strip, access, etc.
Waste material will be used to create in-pit bunds to contain
The assumptions made regarding
tailings or dump to fill mined voids.
geotechnical parameters (e.g. pit slopes,
stope sizes, etc), grade control and pre- No drill and blast operations will be required, cross ripping of
production drilling. cemented sand horizons by dozers may be required.
The major assumptions made and Mineral Mining will be undertaken in as a strip/block-mining operation.
Resource model used for pit and stope Each block will be approximately 500 m x 150 m.
optimisation (if appropriate). An overall wall angle of 30° has been proposed based on
The mining dilution factors used. completed geotechnical studies.
The mining recovery factors used. A batter angle of 40° was applied to the uppermost bench (in the
topsoil/clayey-sand material), with a 6 m wide berm created at
Any minimum mining widths used.
the base of the clayey material or 10 m below surface, whichever
The manner in which Inferred Mineral produces the lower berm level (i.e. a maximum depth of 10 m).
Resources are utilised in mining studies and Beneath this berm, a single slope was designed to the pit floor;
the sensitivity of the outcome to their the slope angle used for this bench was either 34° in Area 1 East
inclusion. (overall pit depth generally <= 32 m) and 32° in Area 1 West and
The infrastructure requirements of the Area 3 (overall pit depth generally > 32 m).
selected mining methods. Mining recovery and dilution were not applied following the
block model regularisation process.

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Criteria JORC Code explanation Commentary

Inferred material was treated as waste during optimisations,
designs and scheduling.
External temporary waste dumps and tailings storage facilities
will be required during early operations until sufficient mined
voids are available to commence backfilling.
Metallurgica The metallurgical process proposed and the Ore material will undergo processing through a MUP, Feed
l factors or appropriateness of that process to the style of Preparation Plant (FPP), Wet Concentrator Plant (WCP), Rare
assumptions mineralisation. Earth Flotation circuit, Magnetic Separation Plant (combined
Whether the metallurgical process is well- MSP).
tested technology or novel in nature. An additional rare earth hydromet process was included in the
The nature, amount and representativeness of financial analysis, the economic impact of this circuit is
metallurgical testwork undertaken, the nature noticeably better than without, however has not been included
of the metallurgical domaining applied and in the pit optimisation, pit design or Ore Reserve estimation.
the corresponding metallurgical recovery Industry standard metallurgical processes and equipment are
factors applied. proposed for the Project.
Any assumptions or allowances made for A representative bulk sample taken from the mining area was
deleterious elements. used for testwork.
The existence of any bulk sample or pilot scale The bulk sample was processed through a pilot scale testwork
test work and the degree to which such laboratory.
samples are considered representative of the
orebody as a whole.
For minerals that are defined by a
specification, has the ore reserve estimation
been based on the appropriate mineralogy to
meet the specifications?
Environmen The status of studies of potential Some saleable products generated through processing may have
tal environmental impacts of the mining and elevated levels of radioactivity, these products will be taken off
processing operation. Details of waste rock site following appropriate regulations.
characterisation and the consideration of Waste material remaining on site are not considered to pose any
potential sites, status of design options environmental risk.
considered and, where applicable, the status
Ongoing consultation between the company and the State of
of approvals for process residue storage and
Victoria is required to determine land clearing
waste dumps should be reported.
allowances/requirements.
Infrastructur The existence of appropriate infrastructure: The Project is located in an agricultural area of northern Victoria
e availability of land for plant development, and is well serviced by road, rail, power and water, with nearby
power, water, transportation (particularly for communities able to provide labour and accommodation.
bulk commodities), labour, accommodation; Additional infrastructure or upgrades may be required for the
or the ease with which the infrastructure can Project.
be provided, or accessed.
The Company has engaged with landowners as required to
secure access for drilling, environmental surveys, and ultimately
project footprints.
Costs The derivation of, or assumptions made, Capital costs for processing infrastructure was completed by
regarding projected capital costs in the study. Mineral Technologies Pty Ltd (MTPL) based on testwork
The methodology used to estimate operating undertaken by them for the Company.
costs. Non-process infrastructure capital costs were provided by TZMI
Allowances made for the content of based on existing, similar projects.
deleterious elements. Processing operating costs were estimated by MTPL based on
The derivation of assumptions made of metal testwork.
or commodity price(s), for the principal Mining operating costs were estimated by Majesso Consulting
minerals and co- products. assuming a contractor operation.
The source of exchange rates used in the A long term exchange rate of US$0.725:A$1 was selected and
study. provided by the Company, only commodity reference prices
Derivation of transportation charges. were provided in US$, all capital and operating costs were
estimated in A$.
The basis for forecasting or source of
treatment and refining charges, penalties for The Company undertook a study to estimate freight and logistics
failure to meet specification, etc. costs for both land and sea transport.

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Criteria JORC Code explanation Commentary

The allowances made for royalties payable, A state royalty of 2.75% of product revenue was applied to the
both Government and private. Project.
Revenue The derivation of, or assumptions made Adamas Intelligence (rare earths) and TZMI (zircon and titania
factors regarding revenue factors including head minerals) completed independent market reviews and provided
grade, metal or commodity price(s) exchange long term reference prices in real US$:
rates, transportation and treatment charges, MREC Zircon Rutile Leucoxene Ilmenite
penalties, net smelter returns, etc.
Unit USD/kg USD/t USD/t USD/t USD/t
The derivation of assumptions made of metal
or commodity price(s), for the principal 2022 16.22 1,877 1,345 249 287
metals, minerals and co-products. 2023 17.26 2,042 1,293 267 225
2024 17.87 1,897 1,270 275 225
2025 18.34 1,722 1,283 278 229
2026 18.87 1,580 1,308 272 228
2027 19.14 1,528 1,305 275 227
2028 19.39 1,529 1,286 277 223
2029 19.65 1,529 1,307 280 214
2030 19.9 1,512 1,299 282 205

Commodity prices used for the study made allowances for

transport costs and quality adjustments with input from TZMI
regarding the quality of Goschen products.
Market The demand, supply and stock situation for A market analysis was conducted by TZMI, which indicated that
assessment the particular commodity, consumption demand will outweigh supply in the short to medium term and
trends and factors likely to affect supply and should be at least neutral in the long term.
demand into the future. TZMI has endorsed that all products generated from Goschen are
A customer and competitor analysis along potentially marketable subject to successful conclusion of final
with the identification of likely market Feasibility Study testwork and off take agreements.
windows for the product. Preliminary discussions with customers have indicated that 100%
Price and volume forecasts and the basis for of products from Goschen will be subject to off take agreements.
these forecasts. Further product testing is scheduled to confirm product
For industrial minerals the customer specifications and realised product prices.
specification, testing and acceptance
requirements prior to a supply contract.
Economic The inputs to the economic analysis to A discount rate of 10% was applied to the optimisation works
produce the net present value (NPV) in the and financial analysis for this study.
study, the source and confidence of these Inputs to the economic analysis include Modifying Factors as
economic inputs including estimated inflation, described above.
discount rate, etc.
Sensitivity studies were carried out. Standard linear deviations
NPV ranges and sensitivity to variations in the were observed for all tested variables.
significant assumptions and inputs.
Social The status of agreements with key Substantial consultation with the community and regulatory
stakeholders and matters leading to social agencies in relation to the Goschen Project has commenced,
licence to operate. involving consultation activities with identified key stakeholders.
Regular meetings have been held with a Technical Reference
Group and a Stakeholder Reference Group.
Other To the extent relevant, the impact of the There are no known significant naturally occurring risks to the
following on the project and/or on the project.
estimation and classification of the Ore In January 2015, Exploration Licence (EL) 5520 was granted to
Reserves: VHM Exploration Pty Ltd for a period of five years. In January
Any identified material naturally occurring 2020, Retention Licence 6806 was granted to the Company for a
risks. period of seven years to replace the expired EL5520.
The status of material legal agreements and
marketing arrangements.

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Criteria JORC Code explanation Commentary

The status of governmental agreements and
approvals critical to the viability of the
project, such as mineral tenement status, and
government and statutory approvals. There
must be reasonable grounds to expect that all
necessary Government approvals will be
received within the timeframes anticipated in
the Pre-Feasibility or Feasibility study.
Highlight and discuss the materiality of any
unresolved matter that is dependent on a
third party on which extraction of the reserve
is contingent.
Classificatio The basis for the classification of the Ore Measured Resources have been converted to Proven Reserves
n Reserves into varying confidence categories. within three paddocks over which VHM have land access
Whether the result appropriately reflects the agreements and to Probable Reserves outside these paddocks,
Competent Person’s view of the deposit. Indicated Resources have been converted to Probable Reserves.
The proportion of Probable Ore Reserves that The estimated Ore Reserves are, in the opinion of the Competent
have been derived from Measured Mineral Person, appropriate for this style of deposit.
Resources (if any).
Audits or The results of any audits or reviews of Ore Auralia Mining Consulting Pty Ltd has completed an internal
reviews Reserve estimates. review of the Ore Reserve estimate resulting from this study.
Discussion Where appropriate a statement of the The level of study carried out as part of the March 2022 Ore
of relative relative accuracy and confidence level in the Reserve is to a Definitive-Feasibility Study level. The relative
accuracy/ Ore Reserve estimate using an approach or accuracy of the estimate is reflected in the reporting of the Ore
confidence procedure deemed appropriate by the Reserves as per the guidelines re: modifying factors, study levels
Competent Person. For example, the and Competent Persons contained in the JORC 2012 Code.
application of statistical or geostatistical This statement relates to global estimates of tonnes and grade.
procedures to quantify the relative accuracy
Sensitivity studies were carried out. Standard linear deviations
of the reserve within stated confidence limits,
were observed.
or, if such an approach is not deemed
appropriate, a qualitative discussion of the Globally, the project is susceptible to fluctuations in commodity
factors which could affect the relative price.
accuracy and confidence of the estimate. Further product testing is scheduled to confirm product
The statement should specify whether it specifications, this information will be relayed to potential
relates to global or local estimates, and, if customers to determine realised product prices.
local, state the relevant tonnages, which
should be relevant to technical and economic
evaluation. Documentation should include
assumptions made and the procedures used.
Accuracy and confidence discussions should
extend to specific discussions of any applied
Modifying Factors that may have a material
impact on Ore Reserve viability, or for which
there are remaining areas of uncertainty at
the current study stage.
It is recognised that this may not be possible
or appropriate in all circumstances. These
statements of relative accuracy and
confidence of the estimate should be
compared with production data, where
available.

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Area 4 – JORC Table 1 (JORC Code, 2012 Edition)

Competent Person: Greg Jones
Report Title: Goschen Project Area 4 Mineral Resource Estimate
Report Reference: 1722-G-REP-0000-8002 Rev D
Date Reported: September 2019

Section 1: Sampling Techniques and Data

Criteria JORC Code explanation Comment
Sampling Nature and quality of sampling (e.g. cut Aircore (AC) drilling was used to obtain samples at 1 m intervals
techniques channels, random chips, or specific for 2019 drilling.
specialised industry standard measurement The following information covers the sampling process:
tools appropriate to the minerals under
• Each 1 m sample was homogenised within the bag by
investigation, such as down hole gamma
manually rotating the sample bag.
sondes, or handheld XRF instruments, etc.).
These examples should not be taken as • A sample of sand, approximately 20 g, is scooped from the
limiting the broad meaning of sampling. sample bag for visual total heavy minerals (THM) % and
SLIMES % estimation and logging. The same sample mass is
Include reference to measures taken to
used for every pan sample for visual THM % and SLIMES %
ensure sample representivity and the
estimation.
appropriate calibration of any
measurement tools or systems used. • The standard sized sample is to ensure calibration is
maintained for consistency in visual estimation.
Aspects of the determination of
mineralisation that are Material to the • A sample ledger is kept at the drill rig for recording sample
Public Report. In cases where ‘industry intervals.
standard’ work has been done this would be • The large 1 m AC drill samples were split down to
relatively simple (e.g. ‘reverse circulation approximately ~1,000 g to ~2,500 g by rotating cone splitter
drilling was used to obtain 1 m samples for export to the primary processing laboratory.
from which 3 kg was pulverised to produce • The laboratory sample was oven dried at 105°C for a
a 30 g charge for fire assay’). In other cases minimum of 2 hours (and then redried for up to 12 hours if
more explanation may be required, such as required), and split down to 100 g subsamples via a rotating
where there is coarse gold that has inherent splitter fed by a vibrating screen. A laboratory repeat was
sampling problems. Unusual commodities taken at ~1:25 samples.
or mineralisation types (e.g. submarine • All drillhole subsamples were screened using vibrating screens
nodules) may warrant disclosure of detailed with a top screen of 1 mm and a bottom screen of 38 µm.
information. Oversize (+1 mm fraction) was removed and -38 µm fraction
(SLIMES) discarded. The sand fraction (1 mm to +38 µm) was
then submitted for heavy liquid separation (HLS) using TBE to
determine THM content.
• 711 samples selected from Zones 1, 2, 3, 4, 5, 10 and 11 were
re-assayed by ALS laboratory using a top screen of 1 mm and
a bottom screen of 20 µm. Oversize (+1 mm fraction) was
removed and -20 µm fraction (SLIMES) discarded. The sand
fraction (1 mm to +20 µm) was then submitted to centrifugal
HLS to determine THM content.
• Duplicates were taken at the drill rig from side-by-side sample
locations at a rate of ~1:20.
• Duplicates were taken within mineralisation zones as the
waste material was excluded from sampling.
• Commercially obtained standards were inserted by the
laboratory (Diamantina) at a rate of ~1:40.
Drilling Drill type (e.g. core, reverse circulation, Wallis Drilling was the contractor used for the drilling program
techniques open-hole hammer, rotary air blast, auger, that supported the Goschen Area 4 Mineral Resource estimate
Bangka, sonic, etc.) and details (e.g. core (MRE).
diameter, triple or standard tube, depth of AC drilling with inner tubes for sample return was used.
diamond tails, face-sampling bit or other
AC is considered a standard industry technique for heavy mineral
type, whether core is oriented and if so, by
sands mineralisation. AC drilling is a form of reverse circulation
what method, etc).
drilling where the sample is collected at the face and returned
inside the inner tube.

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Criteria JORC Code explanation Comment

AC drill rods used were 3 m long.
NQ diameter (76 mm) drill bits and rods were used.
All drillholes were vertical.
Drill sample Method of recording and assessing core and Drill sample recovery is monitored by recording sample condition
recovery chip sample recoveries and results assessed. from “dry good” to “wet poor”.
Measures taken to maximise sample While initially collaring the hole, limited sample recovery can
recovery and ensure representative nature occur in the initial 0–1 m sample interval owing to sample and air
of the samples. loss into the surrounding loose soil.
Whether a relationship exists between The initial 0–1 m sample interval is drilled very slowly in order to
sample recovery and grade and whether achieve optimum sample recovery.
sample bias may have occurred due to The entire 1 m sample is collected at the drill rig in large
preferential loss/gain of fine/coarse numbered plastic bags for dispatch to the initial split preparation
material. facility.
At the end of each drill rod, the drill string is cleaned by blowing
down with air to remove any clay and silt potentially built up in
the sample tubes.
The twin-tube AC drilling technique is known to provide high-
quality samples from the face of the drillhole (in ideal
conditions).
Logging Whether core and chip samples have been The 1 m AC samples were each qualitatively logged via digital
geologically and geotechnically logged to a entry into a Microsoft Excel spreadsheet, and later uploaded to
level of detail to support appropriate the AcQuire database.
Mineral Resource estimation, mining The AC samples were logged for lithology, colour, grain size,
studies and metallurgical studies. sorting, hardness, sample condition, washability, estimated
Whether logging is qualitative or THM %, estimated SLIMES % and any relevant comments such as
quantitative in nature. Core (or costean, slope, vegetation, or cultural activity.
channel, etc) photography. Every drillhole was logged in full.
The total length and percentage of the Logging is undertaken with reference to a Drilling Guideline with
relevant intersections logged. codes prescribed and guidance on description to ensure
consistent and systematic data collection.
Subsampling If core, whether cut or sawn and whether The 1 m sample interval is rotary split at the drill rig, collected
techniques quarter, half or all core taken. and dispatched to Diamantina Laboratories.
and sample If non-core, whether riffled, tube sampled, The water table depth was noted in all geological logs if
preparation rotary split, etc and whether sampled wet intersected whereby sample condition was specified as “wet
or dry. poor”.
For all sample types, the nature, quality and A total of ~1.2 kg to ~2.5 kg of each sample was placed into calico
appropriateness of the sample preparation sample bags and exported to Diamantina Laboratory for THM
technique. analysis.
Quality control procedures adopted for all Almost all the samples are silty sand, sand, sandy clay, clayey
subsampling stages to maximise sand, sandy clay or clay and this sample preparation method is
representivity of samples. considered appropriate.
Measures taken to ensure that the sampling The sample sizes were deemed suitable to reliably capture THM,
is representative of the in-situ material slime, and oversize characteristics, based on industry experience
collected, including for instance results for of the geologists involved and consultation with laboratory staff.
field duplicate/second-half sampling. Field duplicates of the samples were completed at a frequency of
Whether sample sizes are appropriate to 1:20 primary samples.
the grain size of the material being
sampled.
Quality of The nature, quality and appropriateness of The wet panning at the drill site provides an estimate of the
assay data the assaying and laboratory procedures THM % which is sufficient for the purpose of determining
and used and whether the technique is approximate concentrations of THM in the first instance.
laboratory considered partial or total. AC sample:
tests
• The individual 1 m AC subsamples were assayed by
Diamantina Laboratories in Perth, Western Australia, which is
considered the Primary laboratory.

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Criteria JORC Code explanation Comment

For geophysical tools, spectrometers, • The AC samples were initially oven dried at 105°C for 2 hours
handheld XRF instruments, etc, the (and then up to 12 hours for very wet samples) then reduced
parameters used in determining the on a rotary splitter by 15%. Samples were then riffle split to
analysis including instrument make and 100 g sub-splits (weighed and captured) and then left to soak
model, reading times, calibrations factors overnight.
applied and their derivation, etc. • All samples were then wet washed and sieved on vibrating
Nature of quality control procedures screens using a top screen of +1 mm to remove the very
adopted (eg standards, blanks, duplicates, coarse sand, pebbles, or grits. The bottom screen used 38 µm
external laboratory checks) and whether mesh for removal and determination of the -38 µm fraction
acceptable levels of accuracy (ie lack of (SLIMES). The remaining sand fraction (-1 mm +38 µm) was
bias) and precision have been established. then submitted to HLS.
• 711 samples of 1 mm- 38 µm selected from Zones 1, 2, 3, 4, 5,
10 and 11 were re-assayed by ALS laboratory using a top
screen of 1 mm and a bottom screen of 20 µm. Oversize
(+1 mm fraction) was removed and -20 µm fraction (SLIMES)
discarded. The sand fraction (1 mm to +20 µm) was then
submitted to centrifugal HLS to determine THM content.
• The laboratory used TBE as the heavy liquid medium – with
density range between 2.92 g/ml and 2.96 g/ml.
• This is an industry standard technique.
• Field duplicates of the samples were collected and submitted
at a frequency of 1:20 primary samples.
• Diamantina Laboratories completed its own internal quality
assurance and quality control (QAQC) checks that included
laboratory standards every 40th sample and a Laboratory
repeat every 25th sample prior to the results being released.
• ALS Laboratories completed its own internal QAQC checks
that included a Laboratory repeat every 25th sample prior to
the results being released.
• Analysis of QAQC samples show the laboratory data to be of
acceptable accuracy and precision.
• The density of the heavy liquid was checked every day.
• The adopted QAQC protocols are acceptable for this stage of
testwork.
Verification of The verification of significant intersections All results are checked by the Company’s Geology Manager.
sampling and by either independent or alternative The Company’s Geology Manager and independent Resource
assaying company personnel. geologist (Greg Jones) have made periodic visits to Diamantina
The use of twinned holes. Laboratories to observe sample processing and procedure.
Documentation of primary data, data entry A process of laboratory data validation using mass balance is
procedures, data verification, data storage undertaken to identify entry errors or questionable data.
(physical and electronic) protocols. Field and laboratory duplicate data pairs (THM/OS/SLIME) of
Discuss any adjustment to assay data. each batch are plotted to identify potential quality control issues.
Standard Reference Material sample results are checked from
each sample batch to ensure they are within tolerance (<3SD)
and that there is no bias.
The field and laboratory data was exported from the VHM
AcQuire database and imported into Datamine by IHC Robbins
which is appropriate for this stage in the program. Data
validation criteria are included to check for overlapping sample
intervals, end of hole match between “Lithology”, “Sample”,
“Survey” files and other common errors.
15 samples from the 2019 program were included on sample
submission sheet but were not received by Diamantina. The
assay values for these samples were assigned a value of 0.005
which is well below the detection limit. One sample received
from ALS with an error in the SLIMES value was excluded from
the dataset.

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Criteria JORC Code explanation Comment

Location of Accuracy and quality of surveys used to Downhole geophysical surveys were conducted to utilise gamma
data points locate drillholes (collar and downhole signatures for ascertaining mineralisation zones within the
surveys), trenches, mine workings and other lithological sequence.
locations used in Mineral Resource Drillhole collars were surveyed by an independent survey
estimation. company using industry standard equipment. Three permanent
Specification of the grid system used. survey marks in the area assisted with the collar pickups,
Quality and adequacy of topographic allowing for consistent survey readings across the Project.
control. The datum used is GDA 94 and coordinates are projected as MGA
Zone 54.
Topographic surface generated by VHML using the light
detection and ranging (LiDAR) survey contours was deemed
sufficient for use in Mineral Resource estimation. Drill collar
pickups provided by the independent survey company were then
checked against the LiDAR surface. Any discrepancies in collar
position were projected to the local LiDAR topography. The
accuracy of the locations is sufficient for this stage of
exploration.
Data spacing Data spacing for reporting of Exploration A regular rectangular ~400 m x ~50 m grid spacing is dominant at
and Results. the Goschen Area 4 Project with two of the nine drilling lines on
distribution Whether the data spacing and distribution a ~400 m x~ 25 m spacing.
is sufficient to establish the degree of A drilling program of 116 drillholes was conducted in February
geological and grade continuity appropriate 2019 to determine the mineralisation extent of the deposit.
for the Mineral Resource and Ore Reserve The 400 m x 50 m spaced AC holes and regular grid are sufficient
estimation procedure(s) and classifications to provide a good degree of confidence in geological models and
applied. grade continuity within the holes at this stage. The 25 m spacing
Whether sample compositing has been on the two lines further confirms the continuity across strike.
applied. Each AC drill sample is a single 1 m sample of sand intersected
down the hole.
No downhole compositing has been applied to models for values
of THM, slime and oversize.
Compositing of samples was undertaken on THM concentrates
for mineral assemblage determination. Composite samples were
determined by geological domains.
Orientation of Whether the orientation of sampling The AC drilling was oriented perpendicular to the strike of
data in achieves unbiased sampling of possible mineralisation defined by previous drill data information.
relation to structures and the extent to which this is The strike of the mineralisation is northwest-southeast.
geological known, considering the deposit type.
All drillholes were vertical and the orientation of the
structure If the relationship between the drilling mineralisation is relatively horizontal.
orientation and the orientation of key
The orientation of the drilling is considered appropriate for
mineralised structures is considered to have
testing the lateral and vertical extent of mineralisation without
introduced a sampling bias, this should be
any bias.
assessed and reported if material.
Sample The measures taken to ensure sample AC samples were stored on site (in the paddock on pallets).
security security. The samples were then dispatched to Perth using Swan Hill
Freight agents and delivered directly to the Diamantina
laboratory.
The laboratory inspected the packages and did not report
tampering of the samples.
Audits or The results of any audits or reviews of Internal reviews were undertaken during the geological
reviews sampling techniques and data. interpretation and throughout the modelling process.

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Section 2: Reporting of Exploration Results

Criteria JORC Code explanation Comment
Mineral Type, reference name/number, location and The exploration work was completed on tenements that are
tenement and ownership including agreements or material 100% owned by VHM Exploration in Victoria, Australia.
land tenure issues with third parties such as joint The drill samples for this MRE were taken from tenement
status ventures, partnerships, overriding royalties, EL5520.
native title interests, historical sites,
The Exploration Licence original date of grant was 10 October
wilderness or national park and
2014 with an expiry date of 9 October 2019. An application for a
environmental settings.
Retention Licence has been lodged with Earth Resources, which
The security of the tenure held at the time is the responsible statutory body and part of Victorian
of reporting along with any known Department of Jobs, Precincts and Regions.
impediments to obtaining a licence to
operate in the area.
Exploration Acknowledgment and appraisal of Historical exploration work was completed by previous
done by other exploration by other parties. exploration companies including Austiex (1977–1978), CRA
parties Exploration (1981–1987), Renison Goldfields Consolidated
(1980–1991), WJ Holdings (1998), RZM Group (1999), Basin
Minerals (2001), Providence Gold and Minerals (2004–2005), and
Iluka (2009).
The Company has obtained the hardcopy reports and maps in
relation to this information as part of its historical review in
preparation for their current work program.
The historical data comprises surface sampling, limited AC drilling
and mapping.
The historical results are not reportable under JORC 2012.
Geology Deposit type, geological setting and style of The heavy mineral sands at the Goschen Project is a fine-grained
mineralisation. deposit hosted within the offshore depositional paleo-
environment of the Loxton Parilla Sands. The relatively strong
presence of Leucoxene could indicate a reworking process for
the deposit or weathering overprint.
The Loxton Parilla Sand is prevalent within the Murray Basin for
hosting mineral sand deposits.
The Shepparton Formation clays are positioned above the Loxton
Sands and the Bookpurnong Formation consisting of shallow
marine clays and marls is positioned below within the lithological
sequence.
Drillhole A summary of all information material to All relevant drillhole data is reported regarding the February
information the understanding of the exploration results 2019 drilling programs.
including a tabulation of the following A relevant drillhole data is reported associated with the model
information for all Material drillholes: build.
• easting and northing of the drillhole
collar
• elevation or RL (Reduced Level –
elevation above sea level in metres) of
the drillhole collar
• dip and azimuth of the hole
• downhole length and interception depth
• hole length.
If the exclusion of this information is
justified on the basis that the information is
not Material and this exclusion does not
detract from the understanding of the
report, the Competent Person should clearly
explain why this is the case.

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Criteria JORC Code explanation Comment

Data In reporting Exploration Results, weighting No data aggregation methods were utilised, no top cuts were
aggregation averaging techniques, maximum and/or employed, and all cut-off grades have been reported.
methods minimum grade truncations (e.g. cutting of Valuable heavy mineral (VHM >1%) was used to provide cut-off
high grades) and cut-off grades are usually grade.
Material and should be stated.
Where aggregate intercepts incorporate
short lengths of high grade results and
longer lengths of low grade results, the
procedure used for such aggregation should
be stated and some typical examples of
such aggregations should be shown in
detail.
The assumptions used for any reporting of
metal equivalent values should be clearly
stated.
Relationship These relationships are particularly The nature of the mineralisation is broadly horizontal, thus
between important in the reporting of Exploration vertical AC holes are thought to represent close to true
mineralisation Results. thicknesses of the mineralisation.
widths and If the geometry of the mineralisation with Downhole widths are reported.
intercept respect to the drillhole angle is known, its
lengths nature should be reported.
If it is not known and only the down hole
lengths are reported, there should be a
clear statement to this effect (e.g.
‘downhole length, true width not known’).
Diagrams Appropriate maps and sections (with scales) Refer to Appendices 2 and 3 the main body of the report
and tabulations of intercepts should be Goschen Project Area 4 Mineral Resource Estimate, 1722-G-REP-
included for any significant discovery being 0000-8002 Rev D available from the Company – please note that
reported These should include, but not be this ITAR is an assessment and summary of a significant body of
limited to a plan view of drillhole collar work
locations and appropriate sectional views.
Balanced Where comprehensive reporting of all Exploration Target results have been reported at total VHM>1%
reporting Exploration Results is not practicable, to indicate a range of potential tonnes and grade Table 3.1. in
representative reporting of both low and Goschen Project Area 4 Mineral Resource Estimate, 1722-G-REP-
high grades and/or widths should be 0000-8002 Rev D available from the Company – please note that
practiced to avoid misleading reporting of this ITAR is an assessment and summary of a significant body of
Exploration Results. work
Other Other exploration data, if meaningful and Detailed mineral assemblage work was undertaken on composite
substantive material, should be reported including (but samples for the Project by ALS Metallurgy Services, Perth. ALS
exploration not limited to): geological observations; applied an integrated mineralogical approach using both x-ray
data geophysical survey results; geochemical fluorescence (XRF) analysis and Quantitative Evaluation of
survey results; bulk samples – size and Minerals by Scanning Electron Microscopy (QEMSCAN). This was
method of treatment; metallurgical test to gain a quantitative understanding of the elemental
results; bulk density, groundwater, composition and mineralogical assemblage (refer to Section 3,
geotechnical and rock characteristics; Tables 3.1, 3.2, and 3.3 and Appendix 4 and 5 in the report
potential deleterious or contaminating Goschen Project Area 4 Mineral Resource Estimate, 1722-G-REP-
substances. 0000-8002 Rev D available from the Company – please note that
this ITAR is an assessment and summary of a significant body of
work).
The XRF technique provides measurements of relative elemental
abundances (down to limits of a few parts per million) which
allows for a quantifiable basis for determination of mineralogy,
provenance, depositional environment, and diagenetic history.
The XRF analysis was utilised to apply assay data to the
geological model for grade interpretation.
The QEMSCAN method of analysis required the samples to be
screened into +150 µm and -150 µm screen fraction prior to
sample preparation and QEMSCAN analysis.

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Criteria JORC Code explanation Comment

Sample preparation required each subsample was mixed with
size-graded, high purity graphite to ensure particle separation
and discourage density segregation. These sample-graphite
mixtures were then set into moulds using a two-part epoxy resin,
producing a representative subsample of randomly orientated
particles. Once cured, the resin blocks were then cut to expose a
fresh surface which is then gradually ground and polished. Once
QAQC checks are completed the sections are then carbon coated
for electron beam conductivity and presented to QEMSCAN for
analysis.
The samples were analysed using QEMSCAN technology in Field
Scan mode and Particle Mineralogical Analysis mode.
Detailed sachet scanning of heavy mineral sinks from the drill
assay process was carried out to determine regions of gross
mineralogy as well as an overall consideration of VHM content.
Other considerations undertaken during this sachet logging were
the presence of iron oxide coatings on THM, and any gross
composition of trash HM.
Sachet logging then had partial input into the geological/
mineralogical/THM grade interpretation which then assisted with
domain control for modelling, as well as providing guidance for
the allocation of mineral assemblage composites where it was
not possible to get gamma data due to hole collapse.
Various individual domains were identified for the Area 4
deposits for the purpose of guiding the allocation of composites.
A total of 22 mineral assemblage composites were used to
characterise the mineralogy and chemistry for the deposit.
All the mineral assemblage composites were completed by the
VHM and supplied to IHC Robbins in the data package.
Individual drillhole samples were selected based on whether
they fell within a particular domain and were then proportioned
against contained THM grade in order to specify the weight of
THM that each sample would contribute to the entire composite.
Once all the sample compositing was completed, the sample
identification and mineral assemblage composite number was
submitted to Dorrit deNooy at ALS in Perth, Australia for sample
collation and processing.
Preparing the mineral assemblage composites in this manner
allows for composite results to be applied to the resource block
model and for those results to then be reported and weighted on
THM in the final MRE.
Details of summary drillhole composites are presented in
Appendix 16, mineral assemblage composite IDs and associated
results are presented in Appendix 8 and 9 in the report Goschen
Project Area 4 Mineral Resource Estimate, 1722-G-REP-0000-
8002 Rev D available from the Company – please note that this
ITAR is an assessment and summary of a significant body of work
Further work The nature and scale of planned further Additional AC drilling is planned to further grow the resource on
work (e.g. tests for lateral extensions or strike.
depth extensions or large-scale step-out Continued downhole geophysical logging, detailed sachet logging
drilling). and further AC drilling.
Diagrams clearly highlighting the areas of More sample analysis for Zone 1 to provide more geological
possible extensions, including the main information to delineate the domain boundary and for future
geological interpretations and future drilling mining purposes.
areas, provided this information is not
Additional work is required to provide further detailed
commercially sensitive.
information on the mineral assemblage of the THM.

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Section 3: Estimation and Reporting of Mineral Resources

Criteria JORC Code explanation Comment
Database Measures taken to ensure that data has not Exploration data provided by the company to IHC Robbins in the
integrity been corrupted by, for example, form CSV and Microsoft Excel files exported from an AcQuire
transcription or keying errors, between its database.
initial collection and its use for Mineral The Company provided CSV file for the downhole geophysical
Resource estimation purposes. data for the 2019 drill program.
Data validation procedures used. Checks of data by visually inspecting on screen (to identify
translation of samples), duplicate and twin drilling was visually
examined to check the reproducibility of assays.
Database assay values have been subjected to random
reconciliation with laboratory certified value is to ensure
agreement.
Visual and statistical comparison was undertaken to check the
validity of results.
Site visits Comment on any site visits undertaken by An extended site visit during the H1 2018 resource drilling phase
the Competent Person and the outcome of in EL5520 was undertaken by Competent Person, Greg Jones, to
those visits. observe the drilling data collection, and sampling activities. Area
If no site visits have been undertaken 4 is located within EL5520.
indicate why this is the case.
Geological Confidence in (or conversely, the The geological interpretation was undertaken by IHC Robbins in
interpretation uncertainty of) the geological interpretation collaboration with the Company’s Geology Manager and then
of the mineral deposit. validated using all logging and sampling data and observations.
Nature of the data used and of any Current data spacing and quality is sufficient to indicate grade
assumptions made. continuity.
The effect, if any, of alternative Interpretation of modelling domains was restricted to the main
interpretations on Mineral Resource. mineralised envelopes utilising THM, oversize, slimes, trash
The use of geology in guiding and mineralogy and geology logging. The interpretation of domains
controlling Mineral Resource estimation. was also aided by the utilisation of down hole gamma signatures
produced by the geophysical logging which assisted with
The factors affecting continuity both of
distinguishing domain boundaries.
grade and geology.
Sachet logging was also undertaken by the company in relation
to specific areas within the Project to provide greater
understanding of mineralogical domains (e.g. where it was not
possible to obtain gamma signatures below the water table due
to hole collapse).
The MRE was controlled by the geological surfaces, and
basement surfaces.
There are three main sheet-like horizons of mineralisation within
the Project area which are predominantly zircon-rutile enriched.
These zones; 2, 4 and 5 are geologically continuous across the
Project. Zone 3 is geologically continuous but low in zircon-rutile
and high in tourmaline-kaolinite. All the mineralisation in the
upper zones terminates on the eastern contact with the fault.
Zones 2, 11 and the basement do not appear to be affected by
the fault.
Dimensions The extent and variability of the Mineral The Mineral Resource field for the Project is approximately
Resource expressed as length (along strike 3.5 km in length (at the longest point) and 400 m wide (at the
or otherwise), plan width, and depth below widest point).
surface to the upper and lower limits of the
Mineral Resource.

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Criteria JORC Code explanation Comment

Estimation The nature and appropriateness of the The MRE was conducted using CAE mining software (also known
and modelling estimation technique(s) applied and key as Datamine Studio). Inverse distance weighting techniques were
techniques assumptions, including treatment of used to interpolate assay grades from drillhole samples into the
extreme grade values, domaining, block model and nearest neighbour techniques were used to
interpolation parameters and maximum interpolate index values and nonnumeric sample identification
distance of extrapolation from data points. into the block model. The mostly regular dimensions of the drill
If a computer assisted estimation method grid and the anisotropy of the drilling and sampling grid allowed
was chosen include a description of for the use of inverse distance methodologies as no de-clustering
computer software and parameters used. of samples was required. Appropriate and industry standard
The availability of check estimates, previous search ellipses were used to search for data for the interpolation
estimates and/or mine production records and suitable limitations on the number of samples and the
and whether the Mineral Resource estimate impact of those samples was maintained. An inverse distance
takes appropriate account of such data. weighting power of 3 was used so as not to over smooth the
grade interpolations. Hard domain boundaries were used, and
The assumptions made regarding recovery
these were defined by the geological wireframes that were
of by-products.
interpreted.
Estimation of deleterious elements or other
No assumptions were made during the resource estimation as to
non-grade variables of economic
the recovery of by-products.
significance (e.g. sulphur for acid mine
drainage characterisation). Slimes and oversize contents are estimated at the same time as
estimating the THM grade.
In the case of block model interpolation, the
block size in relation to the average sample Further detailed geochemistry is required to ascertain
spacing and the search employed. deleterious elements that may affect the marketability of the
heavy mineral products.
Any assumptions behind modelling of
selective mining units. The average parent cell size used for the interpolation was
approximately half the standard drillhole width and quarter the
Any assumptions about correlation between
standard drillhole section line spacing.
variables.
No assumptions were made regarding the modelling of selective
Description of how the geological
mining units, however, it is assumed that a form of dry mining
interpretation was used to control the
will be undertaken and the cell size and the sub-cell splitting will
resource estimates.
allow for an appropriate dry mining preliminary reserve to be
Discussion of basis for using or not using prepared. Any other mining methodology will be more than
grade cutting or capping. adequately catered for with the parent cell size that was selected
The process of validation, the checking for the modelling exercise.
process used, the comparison of model data No assumptions were made about correlation between variables.
to drillhole data, and use of reconciliation
The MRE were controlled to an extent by the geological/
data if available.
mineralisation and basement surfaces.
Grade cutting or capping was not used during the interpolation
because of the regular nature of sample spacing and the fact that
samples were not clustered nor wide spaced to an extent where
elevated samples could have a deleterious impact on the
resource estimation.
Sample distributions were reviewed, and no extreme outliers
were identified either high or low that necessitated any grade
cutting or capping.
The sample length of 1 m does result in a degree of grade
smoothing also negating the requirement for grade cutting or
capping.
Validation of grade interpolations were done visually in CAE
Studio (Datamine) software by loading model and drillhole files
and annotating and colouring and using filtering to check for the
appropriateness of interpolations.
Statistical distributions were prepared for model zones from
drillhole and model files to compare the effectiveness of the
interpolation. Along strike distributions of section line averages
(swath plots) for drillholes and models were also prepared for
comparison purposes.

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Criteria JORC Code explanation Comment

Moisture Whether the tonnages are estimated on a Tonnages were estimated an assumed dry basis.
dry basis or with natural moisture, and the
method of determination of the moisture
content.
Cut-off The basis of the adopted cut-off grade(s) or Cut-off grades for THM were used to prepare the reported
parameters quality parameters applied. resource estimates. These cut-off grades were defined by the
Competent Person by utilising multiplying THM by VHM to get an
in-ground VHM grade (TVHM). This was used to report the block
model on material >1% TVHM. Consideration was taken into
account for a modest stripping ratio to ensure that deeply buried
material with a very low likelihood of eventual economic
extraction was not selected for reporting in the MRE.
IHC Robbins utilised a value per tonne algorithm as an internal
process to validate the TVHM cut-off grade for repeatability.
This validation provided a close reconciliation to the 1% TVHM
cut-off grade.
Mining factors Assumptions made regarding possible No specific mining method is assumed other than potentially the
or mining methods, minimum mining use of dry mining methods.
assumptions dimensions and internal (or, if applicable,
external) mining dilution. It is always
necessary as part of the process of
determining reasonable prospects for
eventual economic extraction to consider
potential mining methods, but the
assumptions made regarding mining
methods and parameters when estimating
Mineral Resources may not always be
rigorous. Where this is the case, this should
be reported with an explanation of the basis
of the mining assumptions made.
Metallurgical The basis for assumptions or predictions Metallurgical assumptions were used based on mineral
factors or regarding metallurgical amenability. It is assemblage composites which at this stage only allow for
assumptions always necessary as part of the process of preliminary commentary with no final products being defined
determining reasonable prospects for from the reported mineral species. Some chemistry in the form
eventual economic extraction to consider of oxides from XRF analysis was available for commentary
potential metallurgical methods, but the however may not bear exact reconciliation with eventual final
assumptions regarding metallurgical products.
treatment processes and parameters made
when reporting Mineral Resources may not
always be rigorous. Where this is the case,
this should be reported with an explanation
of the basis of the metallurgical
assumptions made.
Environmental Assumptions made regarding possible No assumptions have been made regarding possible waste and
factors or waste and process residue disposal options. process residue, however, disposal of by products such as
assumptions It is always necessary as part of the process SLIMES, sand and oversize are normally part of capture and
of determining reasonable prospects for disposal back into the mining void for eventual rehabilitation.
eventual economic extraction to consider This also applies to mineral products recovered and waste
the potential environmental impacts of the products recovered from metallurgical processing of heavy
mining and processing operation. While at mineral.
this stage the determination of potential
environmental impacts, particularly for a
greenfields project, may not always be well
advanced, the status of early consideration
of these potential environmental impacts
should be reported. Where these aspects
have not been considered this should be
reported with an explanation of the
environmental assumptions made.

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Criteria JORC Code explanation Comment

Bulk density Whether assumed or determined. If A bulk density algorithm was prepared using first principles
assumed, the basis for the assumptions. If techniques coupled with industry experience that is exclusive to
determined, the method used, whether wet IHC Robbins. We believe the bulk density formula to be
or dry, the frequency of the measurements, conservative and fit for purpose at this level of confidence for
the nature, size and representativeness of the MREs and based on our experience and we would also
the samples. recommend that bulk density test work be undertaken going
The bulk density for bulk material must forward.
have been measured by methods that A bulk density was applied to the model using a standard linear
adequately account for void spaces (vugs, formula originally described by Baxter (1977). This approach was
porosity, etc), moisture and differences refined in a practical application by this author using the
between rock and alteration zones within following first principles calculations to develop a regression
the deposit. formula. This regression formula was then used to calculate the
Discuss assumptions for bulk density conversion of tonnes from each cell volume and from there the
estimates used in the evaluation process of calculation of material, THM and SLIMES tonnes.
the different materials. The bulk density formula is described as: Bulk Density = (0.009 *
HM) + 1.698.
Classification The basis for the classification of the The resource classification for the Area 4 Goschen deposits was
Mineral Resources into varying confidence based on the following criteria: drillhole spacing, geological and
categories. grade continuity, variography of primary assay grades and the
Whether appropriate account has been distribution of bulk samples.
taken of all relevant factors (i.e. relative The classification of the Indicated Mineral Resources was
confidence in tonnage/grade estimations, supported by all the supporting criteria as noted above.
reliability of input data, confidence in As a Competent Person, Greg Jones considers that the result
continuity of geology and metal values, appropriately reflects a reasonable view of the deposit
quality, quantity and distribution of the categorisation.
data).
Whether the result appropriately reflects
the Competent Person’s view of the deposit.
Audits or The results of any audits or reviews of No audits or reviews of the MRE have been undertaken at this
reviews Mineral Resource estimates. point in time.
Discussion of Where appropriate a statement of the Local (nearest neighbour) estimates were undertaken as a
relative relative accuracy and confidence level in the preliminary evaluation process. The overall grade interpolation
accuracy/ Mineral Resource estimate using an for this method was a fair comparison with inverse distance
confidence approach or procedure deemed appropriate weighting methodology.
by the Competent Person. For example, the Validation of the model vs drillhole grades by observation,
application of statistical or geostatistical swathe plot and population distribution analysis was favourable
procedures to quantify the relative accuracy
The statement refers to global estimates for the entire known
of the resource within stated confidence
extent of the Area 4 Goschen deposits.
limits, or, if such an approach is not deemed
appropriate, a qualitative discussion of the No production data is available for comparison with the Area 4
factors that could affect the relative Goschen deposits.
accuracy and confidence of the estimate.
The statement should specify whether it
relates to global or local estimates, and, if
local, state the relevant tonnages, which
should be relevant to technical and
economic evaluation. Documentation
should include assumptions made and the
procedures used.
These statements of relative accuracy and
confidence of the estimate should be
compared with production data, where
available.

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Goschen Exploration Target – JORC Table 1 (JORC Code, 2012 Edition)

Competent Person: Graham Howard (JORC Table 1 Sections 1,and 2)
Report Title: Goschen Exploration Target 2022
Report Reference: RPEX989
Date Reported: 10 June 20220

Section 1: Sampling Techniques and Data

(Criteria in this section apply to all succeeding sections)

Criteria JORC Code explanation Commentary

Sampling Nature and quality of sampling (e.g. cut • Exploration target estimate is based on drill data completed
techniques channels, random chips, or specific by the company, VHM Limited, and on historic data.
specialised industry standard measurement • Not all sampling techniques are recorded for historic data.
tools appropriate to the minerals under • Historic drill samples are variable but majority are over 1 m
investigation, such as down hole gamma intervals.
sondes, or handheld XRF instruments, etc.).
These examples should not be taken as • Sample representivity was not recorded in the available logs.
limiting the broad meaning of sampling. • Drillholes are typically vertical and perpendicular to the
interpreted flat lying mineralization.
Include reference to measures taken to
ensure sample representivity and the • Aircore drilling completed by the VHM Limited was used to
appropriate calibration of any obtain samples at one metre intervals for both 2017, 2018
measurement tools or systems used. and 2019 drilling. The following information covers the
sampling process:
Aspects of the determination of
mineralisation that are Material to the • the full one-metre drill samples were split down to
Public Report. approximately ~1000 to ~2500 g by rotary splitter mounted
on the drilling rig.
In cases where ‘industry standard’ work has
been done this would be relatively simple • each one-metre composite sub-sample was homogenized by
(e.g. ‘reverse circulation drilling was used to manually mixing the sample within the sample bag;
obtain 1 m samples from which 3 kg was • Bulk sample reject for each meter was retained.
pulverised to produce a 30 g charge for fire • a sample of sand of approximately twenty grams is scooped
assay’). In other cases more explanation from the sample bag for visual estimation of heavy mineral
may be required, such as where there is and slimes content and also sample description. The same
coarse gold that has inherent sampling mass of sample is consistently used for each panned sample
problems. Unusual commodities or to ensure calibration is maintained for consistency in visual
mineralisation types (e.g. submarine estimation;
nodules) may warrant disclosure of detailed • sample logging software is used at the drill rig for recording
information. sample intervals and descriptions.
• The sample bag is sealed and dispatched to a commercial
laboratory for analysis.
• The laboratory sample was oven dried at 105 degrees for a
minimum of 2 hours (and then re-dried for up to 12 hours if
required),and split down to 100-gram sub samples via a
rotating splitter fed by a vibrating screen. A laboratory
repeat was taken at ~ 1 in 25 samples.
• Two sample preparation mythologies have been utilised
across VHM Limited drill data.
• The first sample preparation methodology involves the
following process:
• All drill hole sub-samples were screened using vibrating
screens with a top screen of either one or two millimetre
mesh and a bottom screen of 38 µm. Oversize (+1 or 2 mm
fraction) was removed and -38 µm fraction (SLIMES)
discarded. The sand fraction (1 or 2 mm to +38 µm) was
then submitted for heavy liquid separation using TBE to
determine total heavy mineral content.
• The second more recent sample preparation methodology
involves the following process:

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Criteria JORC Code explanation Commentary

• All drill hole sub-samples were screened using vibrating
screens with a top screen of either one or two millimetre
mesh and a bottom screen of 20 µm. Oversize (+1 or 2 mm
fraction) was removed and -20 µm fraction (SLIMES)
discarded. The sand fraction (1 or 2 mm to +20 µm) was
then submitted for heavy liquid separation using TBE to
determine total heavy mineral content.
• Duplicates were taken at the drill rig by hanging sample bags
side-by-side on the rotary splitter at a rate of ~1 in 20.
• Duplicates were taken within mineralisation zones as the
waste material was excluded from sampling.
• Commercially obtained standards were inserted by the
laboratory at a rate of ~ 1 in 40.
Drilling Drill type (e.g. core, reverse circulation, • Historical data used for the resource estimate are from
techniques open-hole hammer, rotary air blast, auger, samples obtained by reverse circulation and aircore drilling.
Bangka, sonic, etc) and details (e.g. core • Wallis Drilling was the contractor used for both the 2017,
diameter, triple or standard tube, depth of 2018 and 2019 drilling and sampling program upon which
diamond tails, face-sampling bit or other the Goschen Exploration Target 2022 estimate was based.
type, whether core is oriented and if so, by • Aircore drilling, which is a standard technique for the heavy
what method, etc.). mineral sand industry, was used. Aircore drilling is a form of
reverse circulation drilling where the sample is collected at
the face and returned inside the inner tube.
• All drillholes were vertical and were drilled using NQ-sized
drill string and bits.
• Drill rods were three metres long
Drill sample Method of recording and assessing core and • Drill sample recovery of the historical data was not recorded
recovery chip sample recoveries and results assessed. in the available documentation.
Measures taken to maximise sample • For VHM Limited drill holes, drill sample recovery is
recovery and ensure representative nature monitored by recording sample condition from ‘dry good’ to
of the samples. ‘wet poor’.
Whether a relationship exists between • While initially collaring the hole, limited sample recovery can
occur in the initial 0 m to 1 m sample interval owing to
sample recovery and grade and whether
sample and air loss into the surrounding loose soil. The
sample bias may have occurred due to
initial 0 m to 1 m sample interval is drilled very slowly in
preferential loss/gain of fine/coarse
order to achieve optimum sample recovery.
material.
• Each entire one-metre sample apart from the sub-sample
taken for logging and analysis) is collected at the drill rig in
large numbered plastic bags for dispatch to the initial split
preparation facility.
• At the end of each drill rod, the drill string is cleaned by
blowing down with air to remove any clay and silt potentially
built up in the sample tubes.
• The twin-tube aircore drilling technique is known to provide
high quality samples from the face of the drill hole (in ideal
conditions).
Logging Whether core and chip samples have been Historical Data
geologically and geotechnically logged to a • Drillholes were typically logged on paper logs over 1 m
level of detail to support appropriate intervals and recorded rock type, colour and visual estimate
Mineral Resource estimation, mining of heavy minerals.
studies and metallurgical studies. • Logging is quantitative, based on visual field estimates. No
Whether logging is qualitative or photography was undertaken
quantitative in nature. Core (or costean, • The majority of drillholes were logged in their entirety.
channel, etc) photography. VHM Data
The total length and percentage of the
• Each aircore sample was qualitatively logged into a field-
relevant intersections logged.
validated data capture software package, and later uploaded
to the AcQuire database.
• The samples were logged for lithology, colour, grainsize,
sorting, hardness, sample condition, washability, estimated
heavy mineral content, estimated slimes

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Criteria JORC Code explanation Commentary

• content and any relevant comments - such as slope,
vegetation, or cultural activity.
• Every drill hole was logged in full.
• Logging is undertaken with reference to a Drilling Guideline
with codes prescribed and guidance on description to ensure
consistent and systematic data collection.
• Downhole gamma probe logging was completed in 2019
program. This technique provided spatial occurrence of
VHM mineral concentrations based on occurrence of
radioactive minerals associated with VHM deposits.
Subsampling If core, whether cut or sawn and whether Historical Data
techniques quarter, half or all core taken. • No core drilling was completed.
and sample If non-core, whether riffled, tube sampled, • Sub-sampling techniques and sample preparation were
preparation rotary split, etc and whether sampled wet appropriate for the time when the samples were collected.
or dry. • Details of quality control procedures and data are not
For all sample types, the nature, quality and available for the majority of the historic data.
appropriateness of the sample preparation VHM Data
technique.
• The one-metre sample interval is rotary split at the drill rig.
Quality control procedures adopted for all A total of ~1.2 kg to ~2.5 kg of each sample was placed into
subsampling stages to maximise calico sample bags and exported to Diamantina Laboratory
representivity of samples. or ALS Laboratory for THM analysis.
Measures taken to ensure that the sampling • The water table depth, if intersected, was noted in all
is representative of the in-situ material geological logs and when water injection was required to aid
collected, including for instance results for sample recovery the sample was logged as ‘wet poor’.
field duplicate/second-half sampling. • Almost all of the samples are silty sand, sand, sandy clay,
Whether sample sizes are appropriate to clayey sand, or clay and this sample preparation method is
the grain size of the material being considered appropriate.
sampled. • The sample sizes were deemed suitable to reliably capture
THM, slime, and oversize characteristics, based on industry
experience of the geologists involved and consultation with
laboratory staff.
• Field duplicates of the samples were completed at a
frequency of 1 per 20 primary samples.
• Bulk sample rejects ( 5kg to 8kg) retained for further
testwork.
Quality of The nature, quality and appropriateness of • Historical Assay and laboratory procedures were appropriate
assay data the assaying and laboratory procedures for the time when the samples were collected and analysed.
and used and whether the technique is • Details of quality control procedures and data are not
laboratory considered partial or total. available for the majority of the historic data.
tests For geophysical tools, spectrometers, • The 2017, 2018 and 2019 programs completed the
handheld XRF instruments, etc, the following;
parameters used in determining the • The wet panning at the drill site provides an estimate of the
analysis including instrument make and THM% which is sufficient for the purpose of determining
model, reading times, calibrations factors approximate concentrations of THM in the first instance.
applied and their derivation, etc.
• Aircore sample:
Nature of quality control procedures
• The individual one-metre aircore sub- samples were assayed
adopted (e.g. standards, blanks, duplicates,
by Diamantina Laboratories in Perth, Western Australia,
external laboratory checks) and whether
which is considered the Primary laboratory;
acceptable levels of accuracy (i.e. lack of
bias) and precision have been established. • The samples were initially oven dried at 105 degrees Celsius
for 2 hours (and then up to 12 hours for very wet samples)
then reduced on a rotary splitter by 15%. Samples were then
riffle split to 100 g sub- splits (weighed and captured) and
then left to soak overnight.

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Criteria JORC Code explanation Commentary

• All samples were then wet washed and sieved on vibrating
screens using a top screen of +1 or +2 mm to remove the
very coarse sand, pebbles or grits. The bottom screen used
38 µm or 20 µm mesh for removal and determination of the
-38 µm or 20 µm fraction (SLIMES). The remaining sand
fraction (-2 mm +38 µm or -2mm +20 µm) was then
submitted to heavy liquid separation (‘HLS’).
• The laboratory used TBE as the heavy liquid medium – with
density range between 2.92 and 2.96 g/ml. The density of
the heavy liquid was checked every day;
• This is an industry standard technique.
• Field duplicates of the samples were collected and
submitted for assay at a frequency of 1 per 20 primary
samples;
• Diamantina Laboratories and ALS Laboratories completed its
own internal QA/QC checks that included laboratory
standards every 40th sample and a Laboratory repeat every
25th sample prior to the results being released;
• Analysis of QA/QC samples show the laboratory data to be
of acceptable accuracy and precision;
• The adopted QA/QC protocols are acceptable for this stage
of test work.
• Assay methodology research and development was
completed in parallel using samples from various areas of
the Goschen Deposit using different THM assaying and
mineral assemblage analytical methods. This included round
robin submissions to different assay laboratories. Testwork
included analysis of different analytical methods to
determine appropriate THM analytical method.
Verification of The verification of significant intersections • The historical drill data has not been verified.
sampling and by either independent or alternative • Available historic logs do not record verification of sampling
assaying company personnel. and assaying.
The use of twinned holes. • All results were checked by the company’s Geology
Documentation of primary data, data entry Manager.
procedures, data verification, data storage • The company’s representatives including Geology Manager
(physical and electronic) protocols. and Information Systems Manager made periodic visits to
Diamantina Laboratories to observe sample processing and
Discuss any adjustment to assay data. procedure.
• A process of laboratory data validation using mass balance is
undertaken to identify entry errors or questionable data.
• Field and laboratory duplicate data pairs (THM/OS/SLIME)
of each batch are plotted to identify potential quality
control issues.
• Standard Reference Material sample results are checked
from each sample batch to ensure they are within tolerance
(<3SD) and that there is no bias.
• The field and laboratory data were exported from the
VHM's AcQuire database and imported into Datamine by a
geologist contracted to VHM Limited, which is appropriate
for this stage in the program. Data validation criteria are
included to check for overlapping sample intervals, end of
hole match between ‘Lithology’, ‘Sample’, ‘Survey’ files and
other common errors.
Location of Accuracy and quality of surveys used to • Available historic logs do not record accuracy of quality of
data points locate drillholes (collar and downhole surveys
surveys), trenches, mine workings and other • A digital topographic surface was generated by VHM Limited
locations used in Mineral Resource from data collected during a LIDAR survey commissioned by
estimation. VHM. Historic Drillhole collars were pressed to the LiDAR
Specification of the grid system used. survey surface for the Exploration Target estimate.

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Criteria JORC Code explanation Commentary

Quality and adequacy of topographic • VHM Limited Drill hole collar locations were surveyed by an
control. independent surveyor using industry standard equipment.
Three permanent survey marks in the area provided survey
control, allowing for repeatable and accurate survey
readings across the project area.
• The datum used is GDA 94 and coordinates are projected as
MGA zone 54.
Data spacing Data spacing for reporting of Exploration • 1,465 drill holes were used to inform the resource estimate.
and Results. 572 were completed as historic drill holes, 893 were drilled
distribution Whether the data spacing and distribution by VHM Limited.
is sufficient to establish the degree of • Data spacing and distribution is sufficient to establish the
geological and grade continuity appropriate degree of geological and grade continuity appropriate for an
for the Mineral Resource and Ore Reserve Exploration Target.
estimation procedure(s) and classifications • Mineral assemblage samples were collected over
applied. composited intervals representing the mineralised horizon.
Whether sample compositing has been • For resource estimation the total heavy mineral (THM) and
applied. slimes data was composited to 1 m sample intervals.

Orientation of Whether the orientation of sampling • The mineralization in the Goschen North Project area is a
data in achieves unbiased sampling of possible largely flat-lying (with some soft sediment deformation
relation to structures and the extent to which this is across a basement fault) sedimentary package which does
geological known, considering the deposit type. not display a strong orientation of mineralisation at the
structure If the relationship between the drilling current sample spacing.
orientation and the orientation of key • Drilling is vertical and is perpendicular to the flat- lying
mineralised structures is considered to have mineralised horizon resulting in unbiased true widths and
introduced a sampling bias, this should be no bias is anticipated.
assessed and reported if material.
Sample The measures taken to ensure sample • Sample security measures for the historical data are not
security security. known.
• VHM Ltd Aircore samples were stored on site (at a
dedicated warehouse in Kerang).
• The samples were then dispatched to Perth using Swan Hill
Freight agents and delivered directly to the Diamantina
Laboratory and the ALS Laboratory.
• The laboratory inspected the packages and did not report
tampering of the samples
Audits or The results of any audits or reviews of • Audits or reviews of sampling techniques or data have not
reviews sampling techniques and data. been completed

Section 2: Reporting of Exploration Results

(Criteria listed in the preceding section also apply to this section)

Criteria JORC Code explanation Commentary

Mineral Type, reference name/number, location and • The exploration work was completed on tenements that are
tenement and ownership including agreements or 100% owned by VHM Ltd in Victoria, Australia.
land tenure material issues with third parties such as • The drill samples for the Exploration Target estimate were
status joint ventures, partnerships, overriding drilled and collected from retention licence 6806 which was
royalties, native title interests, historical previously exploration licence 5520.
sites, wilderness or national park and • The exploration license original date of grant was
environmental settings. 10/10/2014 with an expiry date of 09/10/2019. A Retention
The security of the tenure held at the time Licence to replace the exploration licence was granted by
of reporting along with any known Earth Resources Regulation, which is the responsible
impediments to obtaining a licence to statutory body and part of Victorian Department of Jobs,
operate in the area. Precincts and Regions, in January 2020.No agreements are
in place that affect the licence.
• The licence is in good standing and there are no known
impediments.

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Criteria JORC Code explanation Commentary

Exploration Acknowledgment and appraisal of • Historic exploration work was completed by previous
done by other exploration by other parties. exploration companies including Austiex (1977 - 1978), CRA
parties • Exploration (1981 - 1987), Renison
• Goldfields Consolidated (1980 - 1991), W J Holdings (1998),
RZM Group (1999), Basin Minerals (2001), Providence Gold
and Minerals (2004 – 2005), and Iluka (2009).
• The Company has obtained the hardcopy reports and maps
in relation to this information as part of its historical review
in preparation for their current work program.
• The historic data comprises surface sampling, limited aircore
drilling and mapping.
• The current resource estimate is based solely on work
conducted by VHM Ltd.
Geology Deposit type, geological setting and style of • The heavy mineral sands at the Goschen Project is a fine-
mineralisation. grained deposit hosted within the offshore depositional
paleo-environment of the Loxton Sand. The Loxton Sand is
common within the Murray Basin and hosts all known
mineral sand deposits in the Basin. Alluvial sediments of the
Shepparton Formation have been deposited over the Loxton
Sand and the Bookpurnong Formation consisting of shallow
marine clays and marls is positioned below within the
lithological sequence.
Drillhole A summary of all information material to • Not applicable – exploration results from the historical
information the understanding of the exploration results drilling are not being reported.
including a tabulation of the following • A list of the drillhole locations is included in Appendix A of
information for all Material drillholes: this report.
• easting and northing of the drillhole • Company completed LiDAR survey of the Goschen
collar Exploration Target Area. All historic drill holes collar RL
• elevation or RL (Reduced Level - adjusted to Lidar surface
elevation above sea level in metres) of • VHM Limited hole collars surveyed both by GPS and
the drillhole collar surveyor
• Holes were vertical
• dip and azimuth of the hole
• 2019 drill holes were surveyed by downhole Gamma Probe
• downhole length and interception depth • Drill hole depth cross verified with drilling reports and
• hole length. geologist log for each hole
If the exclusion of this information is • The field and laboratory data were exported into the VHM's
justified on the basis that the information is AcQuire database
not Material and this exclusion does not
detract from the understanding of the
report, the Competent Person should clearly
explain why this is the case.
Data In reporting Exploration Results, weighting • No data aggregation methods were utilised, no top cuts
aggregation averaging techniques, maximum and/or
methods minimum grade truncations (e.g. cutting of
high grades) and cut-off grades are usually
Material and should be stated.
Where aggregate intercepts incorporate
short lengths of high-grade results and
longer lengths of low-grade results, the
procedure used for such aggregation should
be stated and some typical examples of
such aggregations should be shown in
detail.
The assumptions used for any reporting of
metal equivalent values should be clearly
stated.

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Criteria JORC Code explanation Commentary

Relationship These relationships are particularly • Mineralised intercepts are essentially true thicknesses in all
between important in the reporting of Exploration cases as the vertical drilling is perpendicular to the flat-
mineralisation Results. lying mineralisation.
widths and If the geometry of the mineralisation with • Downhole widths are reported
intercept respect to the drillhole angle is known, its
lengths nature should be reported.
If it is not known and only the downhole
lengths are reported, there should be a
clear statement to this effect (e.g.
‘downhole length, true width not known’).
Diagrams Appropriate maps and sections (with scales) • Plan view and typical cross sections provided in shareholder
and tabulations of intercepts should be announcement and report.
included for any significant discovery being
reported These should include, but not be
limited to a plan view of drillhole collar
locations and appropriate sectional views.
Balanced Where comprehensive reporting of all • Exploration results have been reported at THM>1% to
reporting Exploration Results is not practicable, indicate a range of potential tonnes and grade.
representative reporting of both low and
high grades and/or widths should be
practiced to avoid misleading reporting of
Exploration Results.
Other Other exploration data, if meaningful and • Detailed mineral assemblage work was undertaken on VHM
substantive material, should be reported including (but Ltd composite samples for the Goschen Project by ALS
exploration not limited to): geological observations; Metallurgy Services, Perth and by Bureau Veritas in
data geophysical survey results; geochemical Adelaide. ALS applied an integrated mineralogical approach
survey results; bulk samples – size and using both XRF Analysis (XRF) and Quantitative Evaluation of
method of treatment; metallurgical test Minerals by Scanning Electron Microscopy (QEMSCAN).
results; bulk density, groundwater, Bureau Veritas also use QEMSCAN for mineralogical
geotechnical and rock characteristics; determinations but use a combination of XRF and laser
potential deleterious or contaminating ablation techniques for chemical assay. These techniques
substances. were used to gain a quantitative understanding of the
elemental composition and mineralogical assemblage
• The XRF and Laser ablation techniques provide
measurements of relative elemental abundances (down to
limits of a few parts per million) which allows for a
quantifiable basis for determination of mineralogy,
provenance, depositional environment, and diagenetic
history. The XRF analysis was utilised to apply assay data to
the geological model for grade interpretation.
• The QEMScan method of analysis required the samples to
be screened into +150 µm and -150 µm screen fraction prior
to sample preparation and QEMScan analysis.
• Sample preparation required each sup- sample was mixed
with size-graded, high purity graphite to ensure particle
separation and discourage density segregation. These
sample-graphite mixtures were then set into moulds using a
two-part epoxy resin, producing a representative sub-
sample of randomly orientated particles. Once cured, the
resin blocks were then cut to expose a fresh surface which is
then gradually ground and polished. Once QA/QC checks are
completed the sections are then carbon coated for electron
beam conductivity and presented to QEMScan for analysis.
• The samples were analysed using QEMScan technology in
Field Scan Mode (FS) and Particle Mineralogical Analysis
(PMA) mode.

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Criteria JORC Code explanation Commentary

• For the samples acquired in 2019 detailed sachet scanning
of heavy mineral sinks from the drill assay process was
carried out to determine regions of gross mineralogy as well
as an overall consideration of valuable heavy mineral (VHM)
content. Other considerations undertaken during this sachet
logging were the presence of iron oxide coatings on THM,
and any gross composition of trash HM. Sachet logging then
had partial input into the geological/mineralogical/THM
grade interpretation which then assisted with domain
control for modelling, as well as providing guidance for the
allocation of mineral assemblage composites where it
wasn’t possible to get gamma data due to hole collapse.
• Pre-2019 composite samples were generated solely on
heavy mineral grades, which were used to generate
geological domain boundaries. These composite samples
frequently include zones of high gangue content and iron
• cemented sand. As a result, many of the early composites
are not representative of the true mineralized zones and
mineralogical results are down-graded by trash and iron
oxide. Many of these sample were, therefore, omitted from
the dataset used to inform the resource estimate.
• Once the sample compositing was completed, the sample
identification and mineral assemblage composite number
was submitted to the labs listed above for mineralogical
determination.
• In 2018, a 1.8t bulk sample was created by compositing 343,
5-6kg, excess drill cuttings from the mineralised zones of 86
holes which were drilled in 2017. The bulk sample was
treated to a program of work to remove oversize and de-
slime the parent sample in preparation for metallurgical
testwork. The testwork was undertaken by Mineral
Technologies.
• In addition to a THM head-grade, and slimes and oversize
content details, the testwork produced a concentrate whose
mineral assemblage was determined by ALS using QEMSCAN
as described above
Further work The nature and scale of planned further • Additional work is required to provide further detailed
work (e.g. tests for lateral extensions or information on the mineral assemblage of the THM.
depth extensions or large-scale step-out • Further drilling may be planned if an economic analysis of
drilling). the resource provides justification for such work.
Diagrams clearly highlighting the areas of
possible extensions, including the main
geological interpretations and future
drilling areas, provided this information is
not commercially sensitive.

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Goschen Project – Independent Technical Assessment Report

CSA Global Report Nº R192.2022

VHM Limited | Prospectus 391

 Suite 8, 110 Hay Street
Subiaco WA 6008
Australia
Telephone: +61 8 9388 8290
www.vhmltd.com.au
ABN 58 601 004 102
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