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1 GOLDEN EAGLE MINING LTD ACN PROSPECTUS For an offer of 22,000,000 Shares at an issue price of 20 cents each to raise $4,400,000. Oversubscriptions of up to 500,000 Shares to raise a further $100,000 may be accepted. This Prospectus also contains a separate offer of up to 5,830,595 Shares to the Chitty Creditors. Proposed ASX Code: GEE Lead Broker: Important Information This Prospectus provides important information to assist prospective investors in deciding whether or not to invest in the Company. It should be read in its entirety. If you do not understand it, you should consult your professional advisers. THE SHARES OFFERED UNDER THIS PROSPECTUS ARE OF A SPECULATIVE NATURE.

2 Table of Contents 1. CORPORATE DIRECTORY IMPORTANT NOTICE Prospectus Foreign Offer Restriction Exposure Period Competent Person Statement No Prospective Financial Forecasts Forward-looking statements Glossary Photographs CHAIRMAN S LETTER INVESTMENT OVERVIEW DETAILS OF THE OFFER The Offer Chitty Creditor Offer Minimum subscription Offer period Application Forms ASX Listing Issue of Shares Offer not underwritten Arrangements with brokers Use of funds Effect of the Offer on Capital Structure Proposed Loyalty Offer Substantial Shareholders Restricted Securities Applicants outside Australia OVERVIEW OF GOLDEN EAGLE MINING The Company Prospects Exploration Budget RISK FACTORS Introduction Risks Specific to the Company Risks Specific to the Industry General Risks DIRECTORS AND CORPORATE GOVERNANCE Board of Directors Remuneration of Directors Interests in Securities ASX Corporate Governance Council Principles / Recommendations Departures from Recommendations INVESTIGATING ACCOUNTANT'S REPORT INDEPENDENT GEOLOGIST'S REPORT SOLICITORS REPORT

3 12. MATERIAL CONTRACTS Devant/Chitty Tenement Option Agreement Gekogold Tenement Sale Agreement Rand Royalty and First Right of Refusal over M15/ Rand Tribune Loan Acknowledgement Deed Tasman Aurora Letter Agreement Mandate Agreement ADDITIONAL INFORMATION Litigation Rights Attaching to Shares Performance Rights Plan Performance Rights Company Tax Status and Financial Year Dividend Policy Interests of Directors Interests of Experts and Advisers Consents Expenses of the Offer CHESS Continuous disclosure obligations Electronic Prospectus Privacy statement DIRECTORS' RESPONSIBILITY AND CONSENT GLOSSARY APPLICATION FORM

4 1. CORPORATE DIRECTORY Directors Stewart Brown (Non-Executive Chairman) Bradd Granville (Managing Director) Paul Jago (Non-Executive Director) Shaun Melville (Non-Executive Director) Company Secretary Susan Hunter Registered Office Unit 6, 100 Railway Road Subiaco WA 6008 Telephone: Facsimile: bgranville@gemltd.com.au Website: Proposed ASX Code GEE Share Registry* Advanced Share Registry Limited Unit 2,110 Stirling Highway Nedlands WA 6009 Telephone: Facsimile: Solicitors Steinepreis Paganin Level 4, The Read Buildings 16 Milligan Street Perth WA 6000 Auditor Moore Stephens Level 3 12 St Georges Terrace Perth WA 6000 Lead Manager Raptor Global Corporation Ltd Level 4 16 St Georges Terrace Perth WA 6000 AFSL license number: Independent Geologist Al Maynard & Associates Pty Ltd 9/280 Hay Street Subiaco WA 6008 Investigating Accountant Moore Stephens Perth Corporate Services Pty Ltd Level 3 12 St Georges Terrace Perth WA 6000 * This entity is included for information purposes only. It has not been involved in the preparation of this Prospectus. 1

5 2. IMPORTANT NOTICE 2.1 Prospectus This Prospectus is dated 20 July 2015 and was lodged with ASIC on that date. Neither ASIC, ASX or any of their respective officers take any responsibility for the contents of this Prospectus or the merits of the investment to which this Prospectus relates. No securities will be issued on the basis of this Prospectus later than 13 months after the date of this Prospectus. Application will be made to ASX within 7 days after the date of this Prospectus for quotation of the Shares the subject of this Prospectus. No person is authorised to provide any information or make any representation in connection with the Offer which is not contained in this Prospectus. Any information or representation that is not contained in this Prospectus may not be relied upon as having been authorised by Golden Eagle Mining Limited or its Directors. An electronic version of this Prospectus can be downloaded from our website at If you access the electronic version of this Prospectus, you should ensure that you download and read the entire Prospectus. The electronic version of this Prospectus is only available to Australian residents and must only be accessed from within Australia. You may obtain a hard copy of this Prospectus free of charge by contacting the Company. Please telephone our registered office during the Offer period. The Corporations Act prohibits any person passing onto another person an Application Form unless it is attached to a hard copy of this Prospectus or it accompanies the complete and unaltered version of this Prospectus. Applications for Shares may only be made on the Application Form included in or accompanying this Prospectus or in the electronic version, as downloaded in its entirety from our website. It is important that you read this Prospectus in its entirety and seek professional advice where necessary. The Shares the subject of this Prospectus should be considered highly speculative. 2.2 Foreign Offer Restriction The Offer in this Prospectus is available only to persons receiving this Prospectus within Australia, or another country where it is lawful to do so (electronically or otherwise). This Prospectus does not constitute an offer in any place where, or to any person whom, it would be unlawful to make such an offer. The distribution of this Prospectus in jurisdictions outside Australia may be restricted by law and therefore persons who come into possession of this Prospectus should seek advice and observe any restrictions. Any failure to comply with these restrictions may violate securities laws. You must ensure compliance with all laws of any country relevant to your application. We will take the return of a completed Application Form as a representation by you that there has been no breach of any laws. 2.3 Exposure Period The Corporations Act prohibits us from processing Applications for 7 days after the date of lodgement of this Prospectus with ASIC. This period may be extended by ASIC for up to a further 7 days. This period is an exposure period to enable the Prospectus to be examined by marked participants prior to the issue of Shares. Applications received during the exposure period will not be processed until after the expiry of the period. No preference will be given to Applications received during that period. All Application Forms received during the exposure period will be treated as if they were simultaneously received on the Opening Date. 2

6 2.4 Competent Person Statement The information contained in this Prospectus that relates to exploration results, mineral resources or ore reserves has been compiled by Mr Brian Varndell, who is employed by Al Maynard & Associates Pty Ltd, and is a member or fellow of the Australasian Institute of Mining and Metallurgy (AusIMM). Mr Brian Varndell has sufficient experience which is relevant to the various styles of mineralisation and type of deposit under consideration and to the activity being undertaken to qualify as a Competent Person as defined in the 2012 Edition of the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves. Mr Brian Varndell consents to the inclusion in this Prospectus of the matters based on his information in the form and context in which it appears. 2.5 No Prospective Financial Forecasts The Directors have considered the matters outlined in ASIC Regulatory Guide 170. The Company will use the proceeds of the Offer to continue the exploration of its mineral interests. Given the speculative nature of exploration for, evaluation and development of mineral resources and future commodity price predictions, there are significant uncertainties associated with forecasting future revenues and expenses. On this basis, the Directors believe that reliable forecasts cannot be prepared and accordingly have not included forecasts in this Prospectus. 2.6 Forward-looking statements This Prospectus contains forward-looking statements which are identified by words such as may, could, believes, estimates, targets, expects, or intends and other similar words that involve risks and uncertainties. These statements are based on an assessment of present economic and operating conditions, and on a number of assumptions regarding future events and actions that, as at the date of this Prospectus, are expected to take place. Such forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties, assumptions and other important factors, many of which are beyond the control of our Company, the Directors and our management. We cannot and do not give any assurance that the results, performance or achievements expressed or implied by the forward-looking statements contained in this prospectus will actually occur and investors are cautioned not to place undue reliance on these forward-looking statements. We have no intention to update or revise forward-looking statements, or to publish prospective financial information in the future, regardless of whether new information, future events or any other factors affect the information contained in this prospectus, except where required by law. These forward looking statements are subject to various risk factors that could cause our actual results to differ materially from the results expressed or anticipated in these statements. These risk factors are set out in Section 7 of this Prospectus. 2.7 Glossary Certain terms and abbreviations used in this Prospectus have defined meanings, which are explained in the Glossary in section 1 5. In this Prospectus, the words "we", "our" and "us" refer to the Company. The words "you", or "your" refer to Applicants. 2.8 Photographs The photographs appearing in this Prospectus which do not have descriptions are for illustration purposes only and may not be drawn to scale. Photographs used in this 3

7 Prospectus should not be interpreted to mean that any person shown endorses the Prospectus or its contents or that the assets shown in them are owned by the Company. 4

8 3. CHAIRMAN S LETTER Dear Investor, As Chairman of Golden Eagle Mining Limited ( GEE ), I am pleased to offer you this opportunity to become a shareholder in Golden Eagle Mining. Golden Eagle Mining is a mineral exploration and development company with a primary focus on gold, in proven gold-producing districts near Coolgardie, in Western Australia. Golden Eagle Mining has secured a large, high-quality ground position, made up of six prospects: Gecko, First Find, Endeavour, Bungarra, Sunseeker and Ubini. Over recent years we ve consolidated a series of fragmented licence holdings with historic workings, which have not been the subject of focussed and systematic exploration. These prospects are along the Bullabulling shear zone in the Kalgoorlie Terrane, one of the world s most prolific gold districts, with ample industry support and infrastructure. In addition, we ve supplemented these licences with highly-prospective tenure adjacent to and along strike that lie under thin surficial cover. The extent of our ground, and its placing on crucial contacts between Archean Greenstone belts and granites, is shown in the facing diagram set out in section 6.1 of the Prospectus. Golden Eagle Mining has a combination of drill ready gold targets that have been advanced over the previous four years via an extensive exploration programme totalling $3,000,000. The recent arrangement to acquire the adjoining M15/621 Geko Mining lease represents the best opportunity for GEE to commence early gold production. Exploration funds will be initially focussed toward drilling campaigns at the Geko, First Find and Endeavour prospects. Surface geochemical and geophysical surveys of the early stage prospects will be designed to validate their potential. We have a technically-focussed, exploration team with the aim of building an inventory of quality gold resources, and generating shareholder value. The opportunity is clear: A ground position in a prolific gold district that has not be subject to thorough and systematic exploration High quality drill ready targets with Programs of Work already cleared with the West Australian Department of Mines and Petroleum and a pipeline of early stage prospects with genuine geological merit A focussed and experienced team that has developed the Golden Eagle Mining concept, and is now ready to implement its programme Golden Eagle Mining is looking to list on the Australian Securities Exchange (ASX). The Company is seeking to raise up to $4,500,000 (AUD) through issuing up to 22,500,000 Shares at $0.20 per Share to facilitate the exploration and advancement of its highly prospective tenement package. The Company is also proposing to offer all Shareholders who are registered holders of Shares 3 months after the date of Official Quotation, a bonus loyalty issue of 1 Option (exercisable at 30 cents per Option on or before 12 months from the date of issue) for every 2 Shares held. On behalf of my fellow Directors I commend this offer to you and the opportunity to become a Shareholder in the Company and share in our exciting plans. We believe that our projects represent a very rare opportunity to create significant value for our Shareholders. I remind you of the risk and speculative nature of mineral exploration. This Prospectus includes a statement of risks associated with investing in Golden Eagle Mining and I encourage you to read the Prospectus in its entirety. Please seek independent professional advice if you do not understand any of the risks or other content in the Prospectus. 5

9 Yours faithfully Stewart Brown Chairman 6

10 4. INVESTMENT OVERVIEW This section is a summary only and not intended to provide full information for investors intending to apply for Shares offered pursuant to this Prospectus. This Prospectus should be read and considered in its entirety. Question Response Where to find more information Who is issuing this Prospectus? Who is Golden Eagle Mining and what do we do? Golden Eagle Mining Limited ACN ("Golden Eagle Mining" or the "Company") Golden Eagle Mining is an early stage gold exploration company. Ultimately, we are seeking to define a mineral resource or reserve through our exploration programs and, should we prove successful in this goal, we will look to develop these projects to production. N/A Section 6 Golden Eagle Mining has an interest in 62 tenements, totalling some 463km 2 in area, centred about the townsite of Bullabulling within the Eastern Goldfields Province of Western Australia. The Company is the registered holder of 48 of the tenements and has entered into a tenement option agreement and a tenement sale agreement to acquire a 100% interest in 14 tenements. These tenements are focused along the Bullabulling shear, 30km west of Coolgardie in Western Australia. The tenement portfolio can be divided into two broad project areas, being Bullabulling North and Bullabulling South. Bullabulling North comprises 51 tenements covering approximately km 2 which make up Geko, Bungarra, First Find, Ubini and Sunchaser. Bullabulling South comprises 11 tenements covering approximately 45.45km 2 which makes up the Endeavour Project. An outline of the Tenements that make up each project are as follows: Bullabulling North Geko (2 tenements) - M15/621 and Miscellaneous Licence 15/229. Bungarra (1 tenement) E15/0794. First Find (24 tenements) P15/5904, P15/5932, M15/0059, M15/0826, M15/1035, M15/1083, M15/1454, and P15/ Ubini (22 tenements) - E15/1295, P15/ Sunchaser (2 tenements) E15/1193 and E15/1296. Bullabulling South Endeavour (11 tenements) E15/1294, M15/0549, M15/0901, M15/1260, M15/1791, P15/ Golden Eagle Mining s own recent exploration results, together with the evidence of numerous operating gold 7

11 Question Response Where to find more information mines and extensive abandoned gold mining workings (that extend for some 30 kilometres north and south along the Bullabulling shear zone), provide important evidence as to the potential of the Archaean mafic and ultramafic greenstone sequences in the Bullabulling area to host both gold, and to a lesser degree, base metal mineralisation. What is our proposed work programme? What are the benefits of investing in our Shares? The project is close to regional infrastructure and various services required for gold exploration and production. Golden Eagle Mining will initially seek to derive capital growth for Shareholders through achieving exploration success from our exploration programmes. Our business model is dependent on the achievement of technical and commercial success within our exploration programs as well as being dependent on other fiscal, economic, regulatory and environmental factors. Income growth in the form of dividends will only eventuate if our planned or future exploration activities yield commercially viable discoveries and are ultimately economically developed. We have no immediate intention to declare or distribute dividends. Our proposed work programme for the first two years includes: Continued data accumulation and consolidation to ensure a cohesive regional data set is constructed, this will include o Further geochemical surveys to form a robust data set for the broad definition of gold/base metal anomalism. o High definition geophysics, particularly utilising magnetic methods initially, and possibly gravity at the project level. o Satellite and aerial photography. o Compilation of historical mapping, and development of high quality fact, regolith and solid geological interpretation maps. o Creation of a 3D prospectivity map of the Bullabulling regional area for target generation. Exploratory RAB, RC and DDH drilling of identified regional targets. Review and validate historical project level work completed at First Find and Endeavour RC and DDH drilling of the First Find and Endeavour mineralisation to such a density that resource estimation can be completed as a precursor to mine optimisation. Preparation and lodgement of a mine plan with the DMP with the aim of achieving near term production at the Geko prospect. Investment in gold exploration in Western Australia in a gold province known to be productive. A project with existing gold exploration results and significant drill targets already defined. Section 10 Section 8.1 and 10 8

12 Question Response Where to find more information What are the key risks of investing in our Shares? Experienced Board and management team with a broad range of exploration, development, management, commercial and technical skills in the resources industry. Well defined strategy with a targeted short and medium term exploration program. You should consider the key risks deciding whether to invest in our Shares. You should be aware that an investment in our Shares should be considered a highly speculative investment. Some of the risks set out in this Prospectus are beyond our control and those risks may have a material adverse impact on us and on our financial performance and position. The key risks of investing in the Company include but are not limited to: Exploration is a high risk undertaking that requires large amounts of expenditure over extended periods of time. There is no assurance that exploration and development of our mineral interests, or any other projects that we may acquire in the future, can be commercially exploited. 40 of the Tenements are due to expire in the 2015 calendar year. The Company intends to apply for renewal of all of these Tenements. However, if the Minister does not approve the Company s applications to renew these Tenements, the Company will be adversely affected through the loss of opportunity to potentially discover and develop mineral deposits on those Tenements. None of the Tenements that are due to expire have had any meaningful historical exploration performed on them. As such, while they remain important to the Company, they are all considered to be 'greenfields' Tenements and relatively non-core assets. Regardless, the Directors do not foresee any reasons why the applications for renewal of the Tenements will not be granted. If the Company achieves success leading to mineral production, then the potential income of the Company is exposed to commodity price and exchange rate risks. In recent years the price of precious metals, as well as the Australian/American exchange rate, have been extremely volatile. These are factors that may make assessing the feasibility of extraction of any mineralisation difficult for the Company. Our overall business strategy may not be able to be implemented if we are not able to raise funds on terms attractive to us. There could be a material adverse effect on our business if we cannot attract and retain key personnel with expertise in the resources industry. The Company will require additional funding to meet the exploration and evaluation objectives of the Company after the initial two years. Funding may be Section 7 9

13 Question Response Where to find more information Is there an Independent Technical Report by a geologist? Is there a tenement report for our projects? What is our financial position? Who are our Directors? required sooner in the event costs exceed the Company s estimates. The Company may seek to raise further funds through equity or debt financing, joint ventures or other means. There can be no assurance that additional finance will be available or that the terms of the financing will be favourable to the Company. This list is not exhaustive and prospective applicants should refer to the complete list of risk factors in section 7 of this Prospectus before deciding to apply for Shares under this Prospectus. We have engaged Al Maynard & Associates Pty Ltd to prepare an Independent Geologist Report on the project. This report provides information on: The location of the Tenements. The geology, mineralisation and resource data for each of the Company s projects. Our exploration strategy and budget. We have engaged Steinepreis Paganin lawyers to prepare a legal report on our tenements. This report provides information on: Details of the tenements and our interest in the tenements. An overview of relevant law. The status of the tenements. The terms of agreements under which the Company has the right to acquire an interest in the tenements. We have been in operation as an exploration company focused on our Bullabulling project since Approximately $2,000,000 has been spent so far to acquire and explore the projects. These funds were raised by the issue of Shares prior to this Prospectus as reflected in the Company s accounts. Following listing on the ASX the Company will not have any debt financing or borrowings. As the Company s activities involve the exploration of prospective gold projects, the Company has not generated any revenue or profits and is not able to provide any meaningful key financial information or ratios such as net profit after tax or earnings per Share. Our financial information is included in the pro-forma balance sheet set out in the Investigating Accountants Report in section 9 of this Prospectus. Investors should refer to the pro-forma balance sheet for the effect of the Offer on the balance sheet of the Company. Stewart Brown (Non-Executive Chairman). Bradd Granville (Managing Director). Paul Jago (Non-Executive Director). Shaun Melville (Non-Executive Director). With the exception of the Managing Director, the Directors are all independent of the Company. Information about the Section 10 Section 11 Section 9 Section

14 Question Response Where to find more information Has the Company adopted a Corporate Governance Plan? Has the Company adopted an employee incentive scheme? What benefits are being paid to Directors and others connected to the Offer? experience and background of each Director is set out in section 8.1. To the extent applicable, in light of the Company s size and nature, the Company has adopted The Corporate Governance Principles and Recommendations (3rd Edition) as published by ASX Corporate Governance Council (Recommendations). The Company s main corporate governance policies and practices as at the date of this Prospectus are outlined in Section 8.3 of this Prospectus and the Company s compliance and departures from the Recommendations are set out in Section 8.5 of this Prospectus. In addition, the Company s full Corporate Governance Plan is available from the Company s website. The Company has adopted a Performance Rights Plan (PRP) under which eligible participants may be awarded rights to acquire Shares subject to the achievement of certain performance targets or milestones, usually within a fixed time period. The eligible participants include full or part time employees or Directors (executive or non-executive), or casual employees or contractors to the extent permitted by ASIC Class Order 14/1000. As at the date of this Prospectus, 1,200,000 Performance Rights have been awarded to Directors under the PRP. Further details of these PRP and the Performance Rights issued under the PRP are set out in sections 13.3 and 13.4 of the Prospectus Golden Eagle Mining s policy in respect of related party arrangements is: a Director with a material personal interest in a matter is required to give notice to the other Directors before such a matter is considered by the Board; and for the Board to consider such a matter, the Director who has a material personal interest is not present while the matter is being considered at the meeting and does not vote on the matter. For each of the Directors, their annual remuneration together with their relevant interest (director and indirect) in the securities of the Company as at the date of this Prospectus is as follows: Director Stewart Brown Bradd Granville Shaun Melville Remuneration (p.a.) Shares Performance Rights $30, , ,000 $195,000 1,771,877 nil $30,000 Nil 300,000 Paul Jago $30, , ,000 Section 8.3 and 8.5 Sections 13.3 and 13.4 Sections 8.2 and

15 Question Response Where to find more information What contracts have been entered into with the Directors or other related parties? The Company has also entered into the Mandate Agreement with Raptor and DRP under which Raptor and DRP have agreed to provide management, promotional and corporate advisory services to the Company. The Company has agreed to pay Raptor and DRP a monthly $10,000 fee (plus GST), and issue a total of 1,000,000 Shares to each of Raptor and DRP. Raptor and DRP will also be paid a brokerage fee of 6% of the amounts raised by investors introduced by Raptor and DRP. Shaun Melville is a director and major shareholder (not controlling) of Raptor and DRP. The mandate agreement is more fully summarised at section 12.6 of this Prospectus. Raptor Global are also the registered holder of 3,609,804 Shares as at the date of this Prospectus. As mentioned above, the Company has entered in the Mandate Agreement with Raptor and DRP. Shaun Melville is a director and major shareholder of Raptor and DRP. The Company has entered into Executive Services Agreement with Bradd Granville dated 21 January 2015 under which Mr Granville is employed as Managing Director and receives a salary of $195,000 per annum (plus superannuation), the benefit of a Company car, and other various expenses incurred in carrying out his duties as Managing Director. Refer to section 8.1 of this Prospectus for further details. Section 8.2 What important contracts have we entered into? Golden Eagle Mining has entered into deeds of indemnity, insurance and access with each of its Directors. Under these deeds, our Company agrees to indemnify each officer to the extent permitted by the Corporations Act against any liability arising as a result of the officer acting as an officer of the Company. Our Company is also required to maintain insurance policies for the benefit of the relevant officer and must also allow the officers to inspect board papers in certain circumstances. The Company has entered into the following material contracts to acquire 14 tenements which the Company intends to complete before the Company is listed on the ASX: the Devant/Chitty Tenement Option Agreement between the Company, Devant and Charles Chitty under which Devant and Charles have granted to the Company an option to acquire the Devant/Chitty Tenements; Gekogold Sale Agreement between the Company and Gekogold under which Geckogold has agreed to transfer its 100% interest in the Gekogold Tenements in consideration for the payment of a 10% net smelter return royalty on the first 25,000 ounces of gold produced at the project, and a 4% net smelter royalty on all other gold produced at the project; and a letter agreement under which Tasman Aurora Pty Section 12 12

16 Question Response Where to find more information What are the key terms of the Offer? What is the minimum subscription? What is the Chitty Creditor Offer? Ltd agrees to sell all of its right, title and interests in E15/1193 in consideration for $1.00, (together, the Tenement Acquisition Agreements). Summaries of the key terms of these contracts, and other contracts are included at section 12 of this Prospectus. We are inviting subscriptions for 22,000,000 Shares at $0.20 per Share to raise $4,400,000. We may, at our discretion, accept oversubscriptions of up to a further 500,000 Shares to raise up to an additional $100,000. The maximum that may be raised under this Prospectus is $4,500,000. The minimum subscription under the Offer is $4,400,000 being 22,000,000 Shares at 20 cents each. The Company will not issue any Shares under this Prospectus until the minimum subscription is satisfied. Under the terms Devant/Chitty Tenement Option Agreement, the Company has agreed to issue certain creditors of Charles Chitty and his associates Shares equivalent to the debt owed to each Chitty Creditor (each Share being at a value of $0.20 per Share). The amount currently owed to the Chitty Creditors is $1,166,119 which totals 5,830,595 Shares. Section 5.1 Section 5.3 Section 5.2 What are the key dates of the Offer? What is the purpose of the The Chitty Creditor Offer is a personal offer to the Chitty Creditors who must request and complete an application form if they wish to receive their Shares under the offer. In the event that not all the Chitty Creditors subscribe for their Shares under the Chitty Creditor Offer, then an appointed trustee will subscribe for the Shares on behalf of these parties who will hold the Shares on trust for the benefit of the Chitty Creditors until they come forward and receive their Shares. The key dates relating to the Offer are set out below: Lodgement of Prospectus 20 July 2015 Offer Opens 28 July 2015 Offer closes 19 August 2015 Shares issued under Prospectus 21 August 2015 Despatch of holding statements 24 August 2015 Shares commence trading on ASX 28 August 2015 These dates are indicative only and the Company reserves the right to vary any of these dates, withdraw the Offer, close the Offer early, or extend the Closing Date, without notice. You are encouraged to apply for Shares as soon as possible after the Offer opens as the Company may chose to close the Offer without notice. Raise capital to fund exploration and development activities on our projects in accordance with the N/A Section

17 Question Response Where to find more information Offer? How will the funds raised under the Offer be used? What is the effect of the Offer on our capital structure? Are there any Shareholders that control a substantial share of the Company? work programmes set out in the Independent Geologist s Report at section 10. Fund consideration payments due under the Tenement Acquisition Agreements. List on the ASX, which will provide us with improved access to capital markets. To finance the two year exploration and development budget as set out in the Independent Geologist Report at section 10 of the Prospectus. To pay consideration due under the Tenement Acquisition Agreements. To evaluate further exploration opportunities. To payout existing creditors. To meet the costs of the Offer and general operating and administration costs. To fund general working capital expenditure. Refer to section 5.10 of the Prospectus for a detailed breakdown of the Company s proposed use of funds (assuming maximum and minimum subscription). The pro-forma capital structure of the Company on completion of the Offer (assuming maximum subscription) is set out below: Current Shares on issue 42,301,701 Shares to be issued under the Offer (assuming max subscription) Maximum number of Shares to be issued to the Chitty Creditors Shares to be issued to Charles Chitty Shares to be issued to Raptor and DRP 22,500,000 5,830,595 5,000,100 1,000,000 Total 76,632,396 We have no Options or other securities on issue. The Company intends to offer a bonus issue of 1 free Loyalty Option (exercisable at 30 cents per Option on or before 12 months from the date of issue) for every 2 Shares held by Shareholders registered as holders approximately 3 months after admission to the Official List. See section 5.10 of the Prospectus for further details in respect of the pro-forma capital structure. Those Shareholders holding 5% or more of the Shares on issue both as at the date of this Prospectus and on completion of the Offer (assuming that minimum subscription is raised and none of the Shareholders subscribe for Shares under the Offer) are set out below: Mr Roderick Claude McIllree currently has an interest in 6,498,358 Shares which currently represents 15.36% of the Shares on issue and 8.54% of the Shares on issue after completion of Section 5.10 Section 5.11 Section

18 Question Response Where to find more information Is the Offer underwritten? Are there arrangements with brokers? the Offer. Mr Cameron John French currently has an interest in 4,113,334 Shares which currently represents 9.77% of the Shares on issue and 5.43% of the Shares on issue after completion of the Offer. Raptor Global Corporation Ltd currently has an interest in 3,609,804 Shares which currently represents 8.53% of the Shares on issue and 4.74% of the Shares on issue after completion of the Offer. Raptor Global Corporation Ltd will also be issued 500,000 Shares upon the Company listing on ASX which would increase its Shareholding to 4,109,804 representing 5.4% of the Shares on issue after completion of the Offer. The Company will announce to the ASX details of its top- 20 Shareholders (following completion of the Offer) prior to the Shares commencing trading on ASX. The Offer is not underwritten. Section 5.8 The Company has entered in the Mandate Agreement with Raptor and DRP. The Mandate Agreement is summarised at section 12.6 of the Prospectus. Section 5.9 How do I apply for Shares under the Offer? What is the minimum investment? When will I know if my Application is successful? Where will the Shares be quoted? Are there tax consequences of participating in the Offer? In addition to the above arrangements, the Company reserves the right to pay a capital raising or commission fee of approximately 6% of all moneys received from valid Applications lodged and accepted by us that bear the stamp of any licensed securities dealer or Australian financial services licensee. Applications can be made by completing an Application Form and sending it to us at our registered office. The minimum investment is $2,000 (10,000 Shares), with additional investments to be made in $500 increments. Holding statements confirming the issue of Shares under the Offer will be sent to you if your Application is successful. Holding statements are expected to be issued in accordance with the indicative timetable of the Offer. If an Application is not successful then the Company will refund the relevant Application Monies without interest. We will apply to ASX for quotation of the Shares under the trading symbol GEE. The acquisition and disposal of Shares will have tax consequences, which will differ depending on the individual financial affairs of each investor. All potential investors in the Company are urged to obtain independent financial advice about the consequences of acquiring Shares from a taxation viewpoint and generally. To the maximum extent permitted by law, the Company, its officers and each of their respective advisors accept no Section 5.5 Section 5.5 N/A N/A N/A 15

19 Question Response Where to find more information liability and responsibility with respect to the taxation consequences of subscribing for Shares under this Prospectus. 16

20 5. DETAILS OF THE OFFER 5.1 The Offer By this Prospectus the Company offers for subscription 22,000,000 Shares at an issue price of 20 cents each to raise $4,400,000. The Company may accept oversubscriptions of up to a further 500,000 Shares at an issue price of 20 cents per Share to raise up to an additional $100,000. Therefore, the maximum amount that we may raise under this Prospectus is $4,500,000. All Shares offered under this Prospectus will rank equally with existing Shares on issue. The rights and liabilities of the Shares offered under this Prospectus are summarised at Section Information about how to apply for Shares is set out at Section Chitty Creditor Offer This Prospectus also contains an offer of up to 5,830,595 Shares to be issued to the Chitty Creditors, or a trustee of the Chitty Creditors. Under the terms of the Devant/Chitty Tenement Option Agreement, the Company has agreed to issue certain creditors of Charles Chitty and his associates Shares equivalent to the debt owed to each Chitty Creditor (each Share being at a value of $0.20 per Share). The amount currently owed to the Chitty Creditors is $1,166,119 which totals 5,830,595 Shares. The material terms and conditions of the Devant/Chitty Tenement Option Agreement are summarised at Section 12.1 of this Prospectus. The Shares issued to the Chitty Creditors may be subject to ASX imposed escrow restrictions. It is a condition of the Chitty Creditor Offer that each entity that subscribes for Shares, must execute an escrow agreement for the relevant escrow period imposed by the ASX Listing Rules. Application for quotation of the Shares issued under the Chitty Creditor Offer will be made to ASX no later than 7 days after the date of this Prospectus. Only the Chitty Creditors (or their nominees), or a trustee, may accept the Chitty Creditor Offer. A personalised Application Form in relation to the Chitty Creditor Offer will be provided to the Chitty Creditors upon their request, together with a copy of this Prospectus. To the extent that not all the Chitty Creditors subscribe for their Shares under the Chitty Creditor Offer, a trustee will be appointed to subscribe for the Shares on their behalf to hold the Shares on trust for the benefit of the Chitty Creditors until they come forward and receive their Shares. 5.3 Minimum subscription The minimum subscription under the Offer is $4,400,000 being 22,000,000 Shares at 20 cents each. The Company will not issue any Shares under this Prospectus until the minimum subscription is satisfied. If the minimum subscription is not be reached within three (3) months from the date of this Prospectus, the Company will either repay your Application Money (without interest) or seek an ASIC modification to extend the timeframe under section 723(3) of the Corporations Act and issue a supplementary prospectus or replacement prospectus. 17

21 5.4 Offer period The proposed opening date for the Offer is 28 July 2015 or such later date as prescribed by ASIC. The Offer will remain open until the Closing Date, which is 5.00pm WST on 19 August 2015 (unless varied). The Directors may open and close the Offer on any other date and time, without prior notice. You are encouraged to submit your Application as early as possible. No Shares will be issued on the basis of this Prospectus later than 13 months after the date of this Prospectus. 5.5 Application Forms An Application for Shares can only be made on the Application Form accompanying this Prospectus. To subscribe for Shares under the Offer, you must complete the Application Form in accordance with the instructions set out on that form. Applications must be for a minimum of 10,000 Shares (being minimum application monies of $2,000), with additional investments in multiples of 1,000 Shares ($200). You must pay by cheque in Australian dollars. Your cheque must be payable to "Golden Eagle Mining Limited Share Offer Account" and crossed "Not Negotiable". Cheques not properly drawn may be rejected. Please attach your cheque securely to the Application Form. The completed Application Form and Application Money must be delivered or mailed to Advanced Share Registry at address set out below. Postal address: Delivery address: Advanced Share Registry Ltd Unit 2, 110 Stirling Hwy Nedlands WA 6009 Advanced Share Registry Ltd Unit 2, 110 Stirling Hwy Nedlands WA 6009 The Company must receive your Application Form and Application Money by the Closing Date. If the Company receives your Application Form and Application Money after the Closing Date, the Company may reject your application. In this event the Company will refund your Application Money to you in full (without interest). If you complete and lodge an Application Form with the Application Money, you make a binding and irrevocable offer to subscribe for the number of Shares specified in the Application Form. The Application Form does not need to be signed to be a valid application. An Application will be deemed to have been accepted by us upon the issue of the Shares. The Company may, at our discretion, treat an Application Form as valid even if it is not completed correctly. If your cheque for the Application Money is different to the amount specified in your Application Form then the Company may accept your Application for the amount of Application Money provided. You are not required to pay brokerage or stamp duty for Applications for Shares under this Prospectus. 5.6 ASX Listing Application for Official Quotation by ASX of the Shares offered pursuant to this Prospectus will be made within 7 days after the date of this Prospectus. 18

22 If the Shares are not admitted to Official Quotation by ASX before the expiration of 3 months after the date of issue of this Prospectus, or such period as varied by the ASIC, the Company will not issue any Shares and will repay all Application Monies for the Shares within the time prescribed under the Corporations Act, without interest. The fact that ASX may grant Official Quotation to the Shares is not to be taken in any way as an indication of the merits of the Company or the Shares now offered for subscription. 5.7 Issue of Shares Subject to ASX granting approval for Golden Eagle Mining Limited to be admitted to the official list of ASX, the issue of Shares offered by this Prospectus will occur as soon as practicable after the Closing Date. Pending the issue of Shares or payment of any refunds under this Prospectus the Company will hold all Application Money on trust for you in a separate bank account. The Company will retain all interest that accrues on the Application Money we hold. The Company intends to treat Applications on a first come first served basis. Final allocation decisions will be at our sole discretion. The Company may reject your Application or allocate fewer Shares to you than the number applied for. There is no provision to increase the number of Shares available under the Offer in the event of oversubscriptions. The Company will refund to you any Application Money to the extent that your Application is not accepted (in full or in part) by us. 5.8 Offer not underwritten The Offer is not underwritten. 5.9 Arrangements with brokers The Company has entered into the Mandate Agreement with Raptor and DRP under which Raptor and DRP have agreed to provide management, promotional and corporate advisory services to the Company. The Company has agreed to pay Raptor and DRP a monthly $10,000 fee (plus GST), and issue a total of 1,000,000 Shares to each of Raptor and DRP. Raptor and DRP will also be paid a brokerage fee of 6% of the amounts raised by investors introduced by Raptor and DRP. Shaun Melville is a director and major shareholder (not controlling) of Raptor and DRP. The mandate agreement is more fully summarised at section 12.6 of this Prospectus. The Company reserves the right to pay a capital raising fee or commission of 6% on amounts subscribed (exclusive of GST) under valid applications lodged and accepted by us bearing the stamp of a licensed securities dealer or Australian financial services licensee. Payments will be subject to the receipt of a proper tax invoice from the licensed securities dealer or Australian financial services licensee Use of funds The Company intends to apply funds raised from the Offer, together with existing cash reserves, over the first two years following admission of the Company to the Official List of ASX as follows: Funds available Minimum Subscription ($) ($4,400,000) Percentage of Funds (%) Maximum Subscription ($) ($4,500,000) Percentage of Funds (%) Existing cash reserves 1 15, % 15, % Funds raised from the Offer 4,400, % 4,500, % Total funds available 4,415, % 4,515, % Allocation of funds 19

23 Expenses of the Offer 2 413, % 419, % Exploration Expenditure 3 1,985, % 1,985, % Acquisition of Projects 4 270, % 270, % Repayment of Debt 5 649, % 649, % Working capital expenditure 6 1,098, % 1,192, % Total 4,415, % 4,515, % Notes: 1. Refer to the Investigating Accountant s Report set out in Section 9 of this Prospectus for further details. 2. Refer to Section of this Prospectus for further details. This assumes the Company pays a capital raising fee or commission of 6% on all moneys raised. The Company has already payed $50,000 of the costs, which has been deducted from the amounts set out in Section Assumes that the project expenditure will be allocated to the projects according to the exploration budget set out in section This includes a consideration payment of approximately $190,000 to Charles Chitty and Devant, payment of $20,000 to certain creditors of Charles Chitty and his associates and estimated stamp duty of $60,000. For further details refer to the summary of the Chitty/Devant Option Agreement summarised at section 12.1 of the Prospectus. 5. This includes a $25,000 payment to Rand in consideration for the waiver if Rand s First Right of Refusal to purchase M15/901, repayment of $120,000 under the Rand Tribune Loan, and repayment of $504,000 in trade creditors of the Company. For details of the First Right of Refusal and Rand Tribune refer to section 12.4 for further details. Details of trade creditors are set out in the Investigating Accountant s Report in Section 9 of this Prospectus. 6. The amount available as working capital will be applied to costs associated with the review and assessment of new project opportunities and where appropriate, accelerated expenditure on our current projects. To the extent that any Oversubscriptions are received (that is, an amount more than $4,400,000), those net funds will be allocated firstly towards the increase in the expenses of the Offer and then toward general working capital expenditure. This table is a statement of the Company s current intentions as at the date of lodgement of the Prospectus. As with any budget, intervening events and new circumstances have the potential to affect the ultimate way funds will be applied and the Company may change the how the funds are used. The Board reserves the right to alter the way funds are applied on this basis. On completion of the Offer, the Board believes the Company will have sufficient working capital to achieve these objectives Effect of the Offer on Capital Structure On completion of the Offer, the number of Shares issued by the Company will increase. It will also have the effect of diluting the interests of existing Shareholders. The capital structure of the Company following completion of the Offer (assuming minimum and maximum subscription) is summarised below: Pro forma capital structure Shares Minimum Subscription ($4,400,000) % of total Shares Maximum Subscription ($4,500,000) % of total Shares Existing Shares 1 42,301, % 42,301, % Shares to be issued under the Offer 2 22,000, % 22,500, % Shares to be issued under the Chitty 5,830, % 5,830, % Creditor Offer 3 Shares to be issued to Charles Chitty 4 5,000, % 5,000, % Shares to be issued to Raptor and DRP 5 1,000, % 1,000, % Total on completion of Offer 76,132, % 76,632, % 20

24 Performance Rights Minimum Subscription ($4,400,000) % of total Shares Maximum Subscription ($4,500,000) % of total Shares Performance Rights on issue 6 1,200, % 1,200, % Performance Rights to be issued under the Offer Nil 0% Nil 0% Total on completion of the Offer 1,200, % 1,200, % Notes: 1. Certain of the Shares currently on issue may be subject to ASX escrow provisions restricting their transferability as set out in section Shares issued under this Prospectus will rank equally with the existing Shares on issue. The key rights attaching to the Shares are summarised at section 13.1 of this Prospectus. 3. Under the terms of the Chitty/Devant Option Agreement, the Company has agreed to issue to the Chitty Creditors that number of Shares equivalent to the debt owed to each Chitty Creditor (each Share being at a value of $0.20 per Share). 4. These Shares will be issued as deferred consideration under the terms of the Chitty/Devant Option Agreement which is summarised at section 12.1 of the Prospectus. 5. These Shares are to be issued to Raptor and DRP under the terms of the Mandate Agreement summarised at section 12.6 of the Prospectus. The Company is also required to issue an additional 1,000,000 Shares to Raptor and DRP on the date that is 12 months after the Company lists on ASX. 6. This includes 1,200,000 Performance Rights to be issued to Stewart Brown, Paul Jago and Shaun Melville under the Company s Performance Rights Plan set out in section 13.3 of the Prospectus Proposed Loyalty Offer The Company is proposing to proceed with a proposed bonus issue of 1 free Loyalty Option (exercise price of $0.30 and expiry 1 year from the date of issue) for every 2 Shares held by Shareholders who are registered as holders 3 months after admission to the Official List Substantial Shareholders Those Shareholders holding 5% or more of the Shares on issue both as at the date of this Prospectus and on completion of the Offer (assuming that minimum subscription is raised and none of the Shareholders subscribe for Shares under the Offer) are set out below: Substantial Shareholders as at the date of the Prospectus Shareholder Shares % of Shares Roderick Claude McIllree 1 6,498, % Cameron John French 4,133, % Raptor Global Corporation Ltd 3,609, % Substantial Shareholders on completion of the Offer (assuming minimum subscription and no existing substantial Shareholder subscribes and receives additional Shares pursuant to the Offer) Shareholder Shares % of Shares Charles Chitty 2 5,000, % Roderick Claude McIllree 4,406, % Cameron John French 4,113, % Raptor Global Corporation Ltd 3 4,109, % Total 17,629, % 21

25 Notes: 1. This includes 4,406,670 Shares held directly and 2,091,688 Shares held by an entity controlled by Mr McILLree. 2. This includes the amount of Shares to be issued to Charles Chitty under the Chitty/Devant Option Agreement. 3. This includes an additional 500,000 Shares that will be issued to Raptor upon the Company listing on ASX pursuant to the terms of the Mandate Agreement. The Company will announce to the ASX details of its top-20 Shareholders (following completion of the Offer) prior to the Shares commencing trading on ASX Restricted Securities Subject to Golden Eagle Mining being admitted to the official list of ASX, certain of our existing securities on issue prior to the Offer are likely to be classified by ASX as restricted securities and will be required to be held in escrow. These include Shares issued to Directors, other related parties and promoters, seed capital investors and others prior to the Offer. If so classified, such Shares will be required to be held in escrow for a period up to 24 months determined by ASX and will not be able to be sold, mortgaged, assigned or transferred for the escrow period without the consent of ASX. It is estimated that 35,274,452 Shares will be subject to escrow as follows: (a) (b) (c) (d) 10,830,595 Shares for 12 months from the date the Shares are issued, held by unrelated vendors or Chitty Creditors (or held on trust on behalf of the Chitty Creditors); 5,843,823 Shares for 12 months from the date the shares were issued (held by unrelated seed shareholders); 2,714,994 Shares for 24 months from the date of Official Quotation (primarily held by directors or their related entities); and 15,885,070 Shares for 24 months from the date of official quotation held by promoters of the Company. Our Company will announce to the ASX full details (quantity and duration) of the Shares required to be held in escrow prior to the Shares commencing trading on ASX. None of the Shares offered under this Prospectus will be treated as restricted securities and will be freely transferable from their date of allotment. The Company has no voluntary escrow arrangements in place Applicants outside Australia No action has been taken to register or qualify the Shares or the Offer, or otherwise to permit a public offering of the Shares in any jurisdiction outside Australia and the Prospectus does not constitute an offer in any country or place in which, or to any person to whom, it would not be lawful to make such an offer. The distribution of the Prospectus in jurisdictions outside Australia may be restricted by law and therefore persons who come into possession of the Prospectus should seek advice on and observe any of these restrictions. Failure to comply with these restrictions may violate securities law. Applicants who are resident in countries other than Australia should consult their professional advisers as to whether any governmental or other consents are required or whether any other formalities need to be considered and followed to enable them to subscribe for Shares. 22

26 The return of a duly completed Application Form will be taken to constitute a representation and warranty that there has been no breach of such laws and that all necessary approvals and consents have been obtained. 23

27 6. OVERVIEW OF GOLDEN EAGLE MINING 6.1 The Company Golden Eagle Mining was established in 2010 as a resource exploration company seeking to acquire prospective gold tenements in the Eastern Goldfields of Western Australia. Our management team is experienced in Eastern Goldfields/gold exploration and has implemented a strategy of building the Company as a disciplined explorer of mineral assets, focused on generating shareholder returns. The 2 year budgets for the Projects are itemised and commented upon in section 6.3. The Company will also consider other investment opportunities in the resources sector within Australia. We have an interest in 62 mining tenements in the Eastern Goldfields, namely: Bullabulling North Geko (2 tenements) - M15/621 and Miscellaneous Licence15/229. Bungarra (1 tenement) E15/0794. First Find (24 tenements) P15/5904, P15/5932, M15/0059, M15/0826, M15/1035, M15/1083, M15/1454, and P15/ Ubini (22 tenements) - E15/1295, P15/ Sunchaser (2 tenements) E15/1193 and E15/1296. Bullabulling South Endeavour Project (11 tenements) E15/1294, M15/0549, M15/0901, M15/1260, M15/1791, P15/ We are now seeking to raise a minimum of $4,400,000 to fund our exploration programme on the Company s projects and to fund working capital and to meet the costs of the Offer. The Tenements are fully described in the Independent Geologist s Report at Section 10 and the Solicitor s Report on Title at Section 11.

28 Tenement Locations and Bullabulling Area Regional Geological and Structural Setting 6.2 Prospects The summary below provides a description of the Tenements in which the Company has an interest, which should be read together with the Independent Geologist s Report in Section 10 of this Prospectus. The Company has projects centred about the town site of Bullabulling, in the Eastern Goldfields of the Archaean Yilgarn Craton, Western Australia. The Tenements are crossed by the sealed Great Eastern Highway, Trans Australian Railway, Goldfields water pipeline, over-head power transmission line and telecommunications cable. The Bullabulling North and Bullabulling South Projects straddle the Bullabulling and Coolgardie geological domains, which are separated by the Bullabulling Shear. Rock types comprise Archaean mafic and ultramafic greenstone sequences, felsic volcanic

29 and volcaniclastics sediments, flanked by granite plutons and major structures, the Ida Fault and the Zuleika Shear. Known to host widespread gold mineralisation, the Archaean Yilgarn Craton has produced more than 3500 tonnes of gold, with the Eastern Goldfields being the richest region in the Yilgarn. The Yilgarn also has well developed infrastructure and a long history of supporting the exploration and development of mineral deposits. Controls on gold mineralisation in the Eastern Goldfields are well understood, and although many factors are required to create the right environment for gold deposition a strong structural control is a common factor. The Bullabulling Shear, that bisects Golden Eagle Mining tenure, and other structures, are recognised focal points for gold mineralisation in the region. As at 31 December 2014, Norton Gold Fields Limited reported a mineral resource of 3,216,000 oz of gold at its neighbouring Bullabulling Project. Adding to this, many world class gold deposits have been reported since the early 1900 s from the nearby Coolgardie goldfield which only further highlights the potential for this area to host significant gold mineralisation. The Eastern Goldfields also has the largest concentration of Archaean komatiite-hosted nickel deposits in the world, with the majority of production coming from Kambalda. Nickel mineralisation occurs in small, high grade deposits, associated with interflow sulphide bearing meta-sedimentary units. Both massive and matrix sulphide ore can be located at the base of lava flows in troughs created by thermal erosion. Mineralisation can also been structurally emplaced into adjacent rock units.

30 Bullabulling North Project The Bullabulling North Project comprises km 2 of exploration, prospecting and mining licences, 5km east of Bullabulling along the Great Eastern Highway, access to the Bullabulling Project area is afforded via a network of tracks that service nearby mines and pastoral stations. The rock types encountered are Archaean mafic and ultramafic greenstone sequences with minor felsic volcanic and volcaniclastic sediments in contact with intrusive granitic rocks. Although soil cover can be extensive, rock exposure generally improves to the east.

31 Structurally, the area is dominated by the Bullabulling Shear located west of the historical First Find gold mine, and other smaller shear splays like the Reptile and the Python shears. The Bullabulling Shear strikes northerly through the project area for 7.5km before being truncated by a major east-west fault in close proximity to the Geko gold deposit. The Bullabulling shear zone extends for at least another 30km to the north as far as Jaurdie Hills gold mine. This structure hosts the Poolman s Wealth gold mine, north of First Find, and the Phoenix-Bacchus open pits to the south. The structural setting is similar across most of these deposits where sheared, often obscured, northerly trending greenstones, which are known to host gold mineralisation, are sometimes in contact with granitic rocks. Abandoned open pits, old workings, dry blowing s, and trenches abound in the area. Many of these old workings are clearly located either on regional scale structures, or smaller localised splays, and provide an indication that mineralisation abounds not only where rocks out crop, but also where cover has hindered exploration until now. Prior to 2011 some systematic exploration was carried out by Samantha Gold NL/ Resolute Resources Ltd to the south of the Company s tenure resulting in the commencement of gold production at Bullabulling and Gibraltar. The majority of systematic exploration at the Bullabulling North Project was completed in search of nickel in the 1960 s and 1970 s by Anaconda, Union Miniere and Western Mining Corporation. Geko Gold Prospect Between 1988 and 1993 Newcrest Mining Ltd explored the Geko area completing exploration that included 253 RAB drill holes, 110 aircore drill holes, 23 RC drill holes and 13 diamond drill holes. Further drilling was completed in 1996 by Nexus Minerals NL and in The most significant grades returned from existing drilling at Geko are set out below. A list of all drill hole locations and results for material drill holes drilled at the Geko project (showing all intercepts greater than 0.8 g/t Au) is set out in Appendix 2 to the Independent Geologist Report. The JORC (2012) Table 1 is also included in Appendix 2 which further sets out details of the exploration results, including the sampling techniques and data acquisition methods. Hole_ID From m To m Width m Grade g/t Au BR BR BR BD BR BR Geko Significant Drill Intercepts The Geko gold prospect represents one of the best opportunities for the Company to begin production and generate cash flow, a stated goal of management who have a history of developing gold resources. The Geko gold project provides the most advanced opportunity for Golden Eagle Mining Ltd to proceed to early production. The Company intends to lodge a Mine Plan with the DMP for the Geko gold project before 1 March Budget estimates for the

32 preparation of the Mine Plan are provided in the expenditure budget set out in section 6.3 of the Prospectus. Geko Cross Section view First Find Prospect An early regional approach taken when accessing Bullabulling North revealed that virtually no drilling, and only partial exploration, was apparent outside the First Find Project and Geko gold prospects, despite gold in soil anomalism along strike. It was also noted that some structural targets away from the main Bullabulling shear had been completely overlooked for follow-up work. A round of drilling completed at the First Find Project by the Company in 2011 returned high grade intercepts of 13.45g/t Au from a depth of 92m, and 19.74g/t Au from 90m. The table below sets out some of the significant intercepts from the drilling program: Hole ID From To Au Intercepts FFRC ppm FFRC ppm PDH ppm PDH ppm

33 FFC ppm FF ppm The full list of material drill results and collar locations for the First Find prospect are contained in Appendix 4 of the Independent Geologist Report. The Board is of the opinion that a systematic drilling program at the First Find Project may derive a JORC Code compliant gold mineral resource. Additionally, the potential remains for further discoveries of significant gold mineralisation outside areas of known mineralisation adjacent to major shear zones, where they change orientation, or are adjacent to granitic bodies. Figure 1: First Find drill strings showing gold intercepts.

34 Bungarra, Ubini and Sunchaser Prospects The Bungarra Project comprises greenstones prospective for gold and base metal mineralisation but exploration to date has been hindered by thick recent soil cover. Geko style gold mineralisation is one target model that could be applied in the project area, further north and east either gold or base metal prospectivity exists in greenstones with varying degrees of structural complexity. The Company realises the potential that exists in favourable greenstone lithology s at Ubini, to the east and south of First Find, over a strike length of nearly 7km. This area not only is prospective for gold but also has the potential to host nickel mineralisation as highlighted by recent soil geochemical surveys. Two regional structures are scheduled for testing in areas of structural complexity at the Sunchaser-Reservoir Prospect. These structures are known to host gold mineralisation elsewhere and represent shallow angled thrust faults, favourable sites for gold mineralisation. Successful, systematic regional exploration will provide a suite of future drill targets to augment the initially defined resources likely to be defined by exploration programs detailed above. This will require the use of high quality soil and auger sampling directed by regolith mapping and aerial imagery. Low detection level analyses of gold and base metal anomalism will be contoured, and compiled with interpreted geological mapping and high definition magnetics. Although not expressly exploring for nickel, the planned exploration programmes will test rock units that could host both gold and nickel mineralisation, and as such samples will be assayed for base metals, including nickel. Bullabulling South Project The Bullabulling South Project comprises 45.45km 2 of exploration, prospecting and mining licenses south of Bullabulling, with access via the sealed Great Eastern Highway and several mine and pastoral tracks. The rock types encountered at the Endeavour project, mostly obscured by soil cover, include Archaean-aged metasediments, and mafic to ultramafic greenstone sequences in contact with intrusive granite plutons. The structural corridor containing the Bacchus-Phoenix mineralisation trends southeast from a southerly orientation where it passes through Endeavour. This corridor is dominated by the Bullabulling and Reptile shears that create an environment where thrust contacts are formed between a variety of lithology s within the greenstone sequence. Numerous abandoned workings occur in the area around Endeavour where extensive trenching has been completed by earlier explorers across the mainly east-west geological trends. An extensive MMI soil sampling survey was carried out by the Company at Endeavour that identified a large anomaly around the Endeavour mine area, in what could be interpreted as the continuation of regional scale mineralised trends. This recent soil sampling is likely to negate the need for any further geochemical surveys as the main corridor has been tested. Although a high definition ground magnetic survey completed in 2013 did locate a parallel structure south east of the main Endeavour mineralisation, and this may host gold mineralisation. 31

35 In 1998, 12 RAB holes were drilled at the Endeavour mine area. This exploratory drilling defined a number of gold anomalies. In 2011, exploration was conducted by the Company to more fully investigate the prospectivity of these tenements. The work included data review, air photo interpretation and mapping. In May 2011, a RAB drilling program was undertaken by the Company within M15/1791, to test the significant gold and silver soil anomalies identified from MMI geochemical soil survey. Fifty-six vertical holes (E01 E56) were drilled for a total of 2,442 m with samples collected as 4 m composite samples. Drilling completed at Endeavour has defined significant gold mineralisation over an 800m strike length to a depth of around 100m, in a mineralised corridor south-east from Bacchus-Phoenix. The model of mineralisation at Endeavour is complicated by surficial laterite and palaeochannel mineralisation, developed over and adjacent to saprolitic and fresh mineralisation. The following table displays the significant gold intercepts from the drilling undertaken at the Endeavour Project: Hole ID From To Au Intercepts Total g/m BSC ppm ENRC ppm 25.7 ENRC ppm ENR ppm ENRC ppm ENRC ppm ENRC ppm BSC ppm BSC ppm BSC ppm The full list of material drill results and collar locations for the Endeavour prospect are contained in Appendix 4 of the Independent Geologist Report. Systematic drilling at Endeavour will refine known surficial and deeper primary gold mineralisation. Regolith mapping in the areas will not only assist in defining areas ineffectually sampled and new regional targets but will also help in better defining the near surface gold mineralisation. This style of mineralisation has been successfully exploited at Bullabulling during its early history. A review of regional aeromagnetic data suggests that further gold mineralisation could be located both north and south of current Endeavour drilling sites. The identified geochemical and geophysical targets will be prioritised with walk-up drill targets from the Endeavour mine area. 32

36 Figure 2: Endeavour drill strings showing gold intercepts. 6.3 Exploration Budget The Company s proposed exploration expenditure for the two year period following listing is set out in section 5 of the Independent Geologist Report. Actual expenditure and timing will depend on the progressive results of the exploration program. The analysis of those results, and opportunities that may arise from acquisition of additional interests in other tenements. 33

37 7. RISK FACTORS 7.1 Introduction The Securities offered under this Prospectus are speculative. An investment in the Company is not risk free and the Directors recommend potential investors to consider the risk factors described below, together with information contained elsewhere in this Prospectus, before deciding whether to apply for Securities. 7.2 Risks Specific to the Company (a) No resources/limited prior exploration/mineral exploration risk The Company, at this time, does not have any identified mineral resources and previous exploration over the areas covered by the Tenements is limited. Whilst some Tenements are along strike or adjacent to nearby known resources and may share similar geology (rock types, structure, age and metamorphic grade), potential investors should understand that mineral exploration is a high-risk undertaking. There can be no assurance that exploration of the Tenements, or any other tenements that may be acquired in the future, will result in the discovery of an economic ore deposit. Even if an apparently viable deposit is identified, there is no guarantee that it can be economically exploited. (b) Renewal Risk The renewal of the term of a tenement is at the discretion of the Minister for the Department of Mines and Petroleum (DMP), who administers the Mining Act 1978 (WA) (Mining Act). As at the date of this Prospectus there are currently 40 tenements that expire on or before 31 December The requirements for renewal and the relevant expiry dates of each tenements are set out in the Solicitor s Legal Tenement Report included at section 11 of this Prospectus. If any of these tenements are not renewed, the Company may suffer significant damage through the loss of opportunity to discover and develop mineral deposits on those tenements. The Directors do not foresee any reasons why the tenements application for extension will not be granted. (c) Aboriginal Reserves The Company may be required to obtain access entry permits and Ministerial approval under the Mining Act in order to conduct exploration activities on Tenements that overlap with Aboriginal Reserves as detailed in the Solicitor s Report on Tenements. If the Company makes a discovery and wishes to proceed to mining operations on any part of its Tenements that overlap any of the Aboriginal Reserves the Company will need to apply for and be granted both a mining lease and a mining access entry permit for mining and/or mining-related activities together with ministerial approval under the Mining Act before the Company conducts any mining operations. There is no guarantee that such permit or ministerial approval will be granted. In the absence of such permit and Ministerial approval, any such discovery will have no economic value for the Company. (d) Native Title and Aboriginal Heritage Where Native Title does or may exist over any of the Company s Tenements then the ability of the Company to convert such Tenement or part to a valid mining lease (for example in the event of the Company making a discovery) will be subject to the Company reaching a commercial agreement with the holders of or applicants for Native Title or on the Company obtaining a 34

38 determination from the National Native Title Tribunal that the mining lease be granted in the absence of such an agreement. The negotiation of such a commercial agreement could materially delay the grant of such a mining lease and substantially add to the Company s costs and failure to reach such an agreement could result in the Company being unable to obtain a mining lease. Irrespective of whether Native Title exists on the relevant areas, in order to conduct exploration activities on the Tenements, the Company will usually need to undertake clearance activities in conjunction with the appropriate Aboriginal people, anthropologists and archaeologists to ascertain whether any sites of significance to Aboriginal people exist in the relevant areas. Undertaking and completing such site clearance procedure can cause delays to the implementation of exploration activities. Delays in completing such clearance activities can impede or prevent the Company from satisfying the minimum expenditure conditions on the relevant Tenements with the result that the Company may in some instances need to seek whole or partial exemptions from expenditure under the Mining Act in order to keep the relevant Tenements in good standing. There is no certainty that such exemptions will be granted in all instances. Where such significant sites do exist then the Company s ability to conduct exploration on those areas may be subject to obtaining relevant consents under the Aboriginal Heritage Act. The Directors will closely monitor the potential effect of Native Title claims involving the Tenements. (e) Title and Tenure None of the Tenements in which the Company has an interest in are currently in the application stage. However if the Company acquires such interests it will not be able to commence exploration on these new tenements until they are granted, and no guarantee is given that these Tenements will be granted. All Tenements except the Mining Leases of the Company s Tenements only permit the Company to undertake exploration on the Tenements. In the event that the Company successfully delineates an economic resource on any of these Tenements, it will need to apply for a mining lease to undertake development and mining on the Tenement. There is no guarantee that the Company will be granted a mining lease if one is applied for. Exploration tenements are subject to periodic renewal. The renewal of the term of a granted tenement is also subject to the discretion of the relevant Minister. Renewal conditions may include increased expenditure and work commitments or compulsory relinquishment of areas of the tenements comprising the Company s Projects. The imposition of new conditions or the inability to meet those conditions may adversely affect the operations, financial position and/or performance of the Company. (f) Environmental Risks The Company s exploration programs will, in general, be subject to approval by governmental authorities. Development of any of the Company s properties will be dependent on the Project meeting environmental guidelines and, where required, being approved by governmental authorities. The operations and proposed activities of the Company are subject to State and Federal laws and regulation concerning the environment. As with most exploration projects and mining operations, the Company s activities are expected to have an impact on the environment, particularly if advanced exploration or mine development proceeds. It is the Company s intention to 35

39 conduct its activities to the highest standard of environmental obligation, including compliance with all environmental laws. The Department of Mines and Petroleum in Western Australia from time to time reviews the environmental bonds that are placed on tenements. The Directors are not in a position to state whether a review is imminent or whether the outcome of such a review would be detrimental to the funding needs of the Company. (g) Operating Risks The operations of the Company may be affected by various factors, including failure to locate or identify mineral deposits, failure to achieve predicted grades in exploration and mining, operational and technical difficulties encountered in mining, difficulties in commissioning and operating plant and equipment, mechanical failure or plant breakdown, unanticipated metallurgical problems which may affect extraction costs, adverse weather conditions, industrial and environmental accidents, industrial disputes and unexpected shortages or increases in the costs of consumables, spare parts, and plant and equipment. No assurances can be given that the Company will achieve commercial viability through the successful exploration of its Tenement interests. Until the Company is able to realise value from its Projects, it is likely to incur ongoing operating losses. (h) Exploration risk The Tenements are at various stages of exploration, and potential investors should understand that mineral exploration and development are high-risk undertakings. There can be no assurance that exploration of the Tenements, or any other licenses that may be acquired in the future, will result in the discovery of an economic ore deposit. Even if an apparently viable deposit is identified, there is no guarantee that it can be economically exploited. The Company has not yet published resource estimates for any prospects and indeed no resources have yet been identified on any of the Company s Tenements. There is no assurance that exploration or project studies by the Company will result in the definition of an economically viable mineral deposit or that the exploration tonnage estimates and conceptual project developments discussed in this Prospectus are able to be achieved. The exploration costs of the Company described in the Independent Geologist s Report are based on certain assumptions with respect to the method and timing of exploration. By their nature, these estimates and assumptions are subject to significant uncertainties and, accordingly, the actual costs may materially differ from these estimates and assumptions. Delays may be incurred due to wet weather which can restrict access. Drilling costs may be higher due to unfavourable drilling conditions that are largely unpredictable in situations where no previous drilling has occurred. Accordingly, no assurance can be given that the cost estimates and the underlying assumptions will be realised in practice, which may materially and adversely affect the Company s viability. (i) Failure to Satisfy Expenditure Commitments Each Tenement carries with it annual expenditure and reporting commitments, as well as other conditions requiring compliance. Consequently, the Company 36

40 (j) (k) could lose title to or its interest in a Tenement if the licence conditions are not met or if insufficient funds are available to meet expenditure commitments. Currently, each of the granted Tenements is in good standing. Tenement details are set out in the Solicitor s Report on Tenements in Section 7 of this Prospectus. Limited history The Company was incorporated on 9 August 2010 and has limited operating history and limited historical financial performance. To date, only limited exploration has previously been conducted on the Tenements. As such, no assurance can be given that the Company will achieve commercial viability through the successful exploration or subsequent mining on its Projects. Until the Company is able to realise value from its Projects, it is likely to incur ongoing operating losses. Additional Requirements for Capital The funds raised under the Offer are considered sufficient to meet the exploration and evaluation objectives of the Company over the first two years. Additional funding may be required in the event exploration costs exceed the Company s estimates and will be required once those funds are depleted. To effectively implement its business and operations plans in the future, to take advantage of opportunities for acquisitions, joint ventures or other business opportunities, and to meet any unanticipated liabilities or expenses which the Company may incur, additional equity or other finance will be required. The Company may seek to raise further funds through equity or debt financing, joint ventures, production sharing arrangements or other means. Failure to obtain sufficient financing for the Company s activities and future projects may result in delay and indefinite postponement of exploration, development or production on the Company s properties or even loss of a property interest. There can be no assurance that additional finance will be available when needed or, if available, the terms of the financing might not be favourable to the Company and might involve substantial dilution to Shareholders and other Security holders. 7.3 Risks Specific to the Industry (a) Commodity Price Volatility and Exchange Rate Risks If the Company achieves success leading to mineral production, the revenue it will derive through the sale of commodities exposes the potential income of the Company to commodity price and exchange rate risks. Commodity prices fluctuate and are affected by many factors beyond the control of the Company. Such factors include supply and demand fluctuations for commodities, technological advancements, forward selling activities and other macroeconomic factors. Precious metal prices have been extremely volatile over the past 5 years with significant price fluctuations. If exploration leads to successful discovery of gold mineralisation then fluctuations in the price of gold may make evaluating the feasibility of extraction difficult for the Company. Furthermore, international prices of various commodities are denominated in United States dollars, whereas the income and expenditure of the Company are and will be taken into account in Australian currency, exposing the Company to the fluctuations and volatility of the rate of exchange between the United States dollar and the Australian dollar as determined in international markets. (b) Taxation Risk 37

41 Any change in the Company s tax status or the tax applicable to holding Securities or in taxation legislation or its interpretation, could affect the value of the investments held by the Company, affect the Company s ability to provide returns to Shareholders and/or alter the post tax returns to Shareholders. (c) Changes in Government Policy Adverse changes in Federal or Western Australian government policies or legislation may affect ownership of mineral interests, taxation, royalties, land access, labour relations, and mining and exploration activities of the Company. It is possible that the current system of exploration and mine permitting in Western Australia may change, resulting in impairment of rights and possibly expropriation of the Company s properties without adequate compensation. (d) Resource Estimates In the event that the Company successfully delineates a resource on any of the Tenements, that resource estimate will be an expression of judgement based on knowledge, experience and industry practice. Estimates which were valid when originally calculated may alter significantly when new information or techniques become available. In addition, by their very nature, resource estimates are imprecise and depend to some extent on interpretations, which may prove to be inaccurate. As further information becomes available through additional fieldwork and analysis, the estimates are likely to change. This may result in alterations to development and mining plans which may, in turn, adversely affect the Company s operations. (e) Acquisition Risk The Company s objectives include the pursuit of new projects in the resources sector, by way of acquisition or investment. The Directors of the Company will use their expertise and experience in the resources sector to assess the value of potential projects that have characteristics that are likely to provide returns to shareholders. There can be no guarantee that any new project acquisition or investment will eventuate from these pursuits, or that any acquisitions will result in a return for Shareholders. (f) Reliance on Key Personnel 7.4 General Risks The responsibility of overseeing the day-to-day operations and the strategic management of the Company depends substantially on its senior management and its key personnel. There can be no assurance given that there will be no detrimental effect on the Company if one or more of these employees cease their employment. (a) Insurance Risks The Company intends to insure its operations in accordance with industry practice. However, in certain circumstances, the Company s insurance may not be of a nature or level to provide adequate insurance cover. The occurrence of an event that is not covered or fully covered by insurance could have a material adverse effect on the business, financial condition and results of the Company. Insurance against all risks associated with mining exploration and production is not always available and where available the costs can be prohibitive. (b) Competition Risk 38

42 (c) (d) The industry in which the Company will be involved is subject to domestic and global competition. Although the Company will undertake all reasonable due diligence in its business decisions and operations, the Company will have no influence or control over the activities or actions of its competitors, which activities or actions may, positively or negatively, affect the operating and financial performance of the Company s Projects and business. Regulatory Risk The Company s mining operations and exploration and development activities are subject to extensive laws and regulations relating to numerous matters including resource licence consent, conditions including environmental compliance and rehabilitation, taxation, employee relations, health and worker safety, waste disposal, protection of the environment, native title and heritage matters, protection of endangered and protected species and other matters. The Company requires permits from regulatory authorities to authorise the Company s operations. These permits relate to exploration, development, production and rehabilitation activities. Obtaining necessary permits can be a time consuming process and there is a risk that the Company will not obtain these permits on acceptable terms, in a timely manner or at all. The costs and delays associated with obtaining necessary permits and complying with these permits and applicable laws and regulations could materially delay or restrict the Company from proceeding with the development of a project or the operation or further development of a mine. Any failure to comply with applicable laws and regulations or permits, even if inadvertent, could result in material fines, penalties or other liabilities. In extreme cases, failure could result in suspension of the Company s activities or forfeiture of one or more of the Tenements. Economic Risks General economic conditions, introduction of tax reform, new legislation, movements in interest and inflation rates and currency exchange rates may have an adverse effect on the Company s exploration, development and production activities, as well as on its ability to fund those activities. Further, share market conditions may affect the value of the Company s quoted Securities regardless of the Company s operating performance. Share market conditions are affected by many factors such as: (i) (ii) (iii) (iv) (v) (vi) (vii) (viii) general economic outlook; introduction of tax reform or other new legislation; interest rates and inflation rates; currency fluctuations; changes in investor sentiment toward particular market sectors the demand for, and supply of capital; terrorism or other hostilities; and, trading risks The price at which the Company s Securities trade on ASX after listing may be higher or lower than the Offer price and could be subject to fluctuations in response to variations in operating performance and general operations and business risk, as well as external operating factors over which the Directors 39

43 and the Company have no control, such as movements in commodity prices and exchange rates, general share market conditions, changes to government policy, legislation or regulation and other events or factors. There can be no guarantee that an active market in the Company s Shares or other Securities will develop or that the price of the Shares or other Securities will increase. There may be relatively few or many potential buyers or sellers of the Shares or other Securities on ASX at any given time. This may increase the volatility of the market price of the Shares or other Securities. It may also affect the prevailing market price at which Security holders are able to sell their Securities. This may, for example, result in Securityholders receiving a market price for their Securities above or below the price that Securityholders paid. (e) Force Majeure The Company s Projects now or in the future may be adversely affected by risks outside the control of the Company including labour unrest, civil disorder, war, subversive activities or sabotage, fires, floods, explosions or other catastrophes, epidemics or quarantine restrictions. (f) Litigation Risks The Company is exposed to possible litigation risks including native title claims, tenure disputes, environmental claims, occupational health and safety claims and employee claims. Further, the Company may be involved in disputes with other parties in the future which may result in litigation. Any such claim or dispute if proven, may impact adversely on the Company s operations, financial performance and financial position. The Company is not currently engaged in any litigation. Although the Company has investigated title to all of its Tenements (as detailed in the Solicitor s Report on Tenements), the Company cannot give any assurance that title to such Tenements will not be challenged or impugned in the future. The Tenements may be affected by undetected defects or native title claims. (g) Investment Speculative The above list of risk factors ought not to be taken as exhaustive of the risks faced by the Company or by investors in the Company. The above factors, and others not specifically referred to above, may in the future materially affect the financial performance of the Company and the value of the Securities offered under this Prospectus. Therefore, the Securities to be issued pursuant to this Prospectus carry no guarantee with respect to the payment of dividends, returns of capital or the market value of those securities. This Prospectus provides important information about the Company. You should read the entire document including the Application Form. If you have any questions about the Offer or the Prospectus, you should speak to your professional adviser. The Shares offered by this Prospectus should be considered speculative. 40

44 8. DIRECTORS AND CORPORATE GOVERNANCE 8.1 Board of Directors The Company is managed by the Board of Directors. The Board comprises individuals with experience in the resources and mining industry, finance and corporate sectors. The Board and management s focus will be to create capital growth for Shareholders through the acquisition and exploration of mineral assets in an efficient and expeditious manner. The Board comprises four Directors as at the date of this Prospectus. These are Mr Stewart Brown, Mr Bradd Granville, Mr Shaun Melville and Mr Paul Jago. Stewart Brown Non Executive Chairman Mr Brown is a mining engineer with over 30 years experience in operations throughout Australia and has held executive positions in a number of companies. Dip. of Mining Eng., MBA (Tech Mgt), MAusIMM He has multi-commodity experience with extensive expertise in managing open cut operations including joint venture projects. He has held senior technical and operational management roles including statutory mining positions. He has had experience in leading the development of remote mining projects from resource development through to operational commencement and closure. Mr Brown is free from any business or other relationship that could materially interfere with, or reasonably be perceived to interfere with, the independent exercise of his judgement. As at the date of this Prospectus, Mr Brown is not a nominee or a representative of a substantial Shareholder in the Company. Other board positions held Nil Positions held in listed entities in the last 3 Years Nil Bradd Granville - Managing Director Bradd Granville has a background in business management in both the oil and gas and mining industries in Western Australia. He has extensive knowledge and experience in all areas of mining from early exploration through to project development. Bradd has been the driving force responsible for the amalgamation of the company s tenement group making up the Bullabulling Project and exploration for the last two years. His experience includes Manager of North West operations for A. Noble & Son based in Karratha. Bradd worked in the heavy earthmoving supply industry as Business Development Manager for Specialised Machinery Company before accepting the role of General Manager for Momentum Australia Pty Ltd. In this role he was responsible for the acquisition and re start of the Minjar Gold Mine in Western Australia. This role included securing funding, and the management of the partnership with Shandong Tianye (a PRC Company). Mr Granville is free from any business or other relationship that could materially interfere with, or reasonably be perceived to interfere with, the independent exercise of his judgement. 41

45 As at the date of this Prospectus, Mr Granville is not a nominee or a representative of a substantial Shareholder in the Company. Directorships held in other listed entities Nil Positions held in listed entities in the last 3 Years Nil Shaun Melville Non-Executive Director Shaun Melville is a successful entrepreneur with significant experience at an executive level. Currently he is an Executive Director of Raptor Global Corporation Ltd, Non- Executive Director of Juggernaut IP Pty Ltd, Non-Executive Director of Drilling Resource Partners Pty Ltd, Non-Executive Director of Samson Biotics Ltd and Non- Executive Director of Motopia Ltd. Shaun Melville graduated with a Bachelor s Degree in Psychology from Murdoch University. In 2013 he was in involved in the successful ASX listing of Kin Mining NL which achieved the second highest performing IPO for that year while DRP was contracted. He has worked closely with a range of companies operating within the Health, Resource and IT sectors. Directorships held in other listed entities Motopia Ltd (ASX Code: MOT). Positions held in listed entities in the last 3 Years Motopia Ltd (ASX Code: MOT). Paul Jago - Non-Executive Director Paul's mining education commenced at the Western Australian School of Mines in Kalgoorlie where he completed his Bachelor of Mining Engineering. Paul s experience includes all aspects of mining and has held positions with some of Western Australia's largest gold producers. Paul gained extensive experience during his 10 years of employment with KCGM at the Super Pit in Kalgoorlie. His position as Planning and Technical Superintendent carried a budget responsibility in excess of $600m per annum and was directly responsible for over 240 employees. His experience in open pit optimisation is very relevant to our potential mining requirements.. Mr Jago is free from any business or other relationship that could materially interfere with, or reasonably be perceived to interfere with, the independent exercise of his judgement. As at the date of this Prospectus, Mr Jago is not a nominee or a representative of a substantial Shareholder in the Company. Other board positions held in listed companies Nil Positions held in listed entities in the last 3 Years Nil 42

46 Ms Susan Hunter - Company secretary Ms Hunter has 20 years' experience in the corporate finance industry and is founder and Managing Director of consulting firm Hunter Corporate Pty Ltd which specialises in the provision of corporate governance and company secretarial advice to ASX listed companies. Ms Hunter holds a Bachelor of Commerce degree from the University of Western Australia majoring in accounting and finance, is a Member of the Australian Institute of Chartered Accountants, a Fellow of the Financial Services Institute of Australasia, a Member of the Governance Institute of Australia and is a Member of the Australian Institute of Company Directors. She currently acts as Company Secretary for a number of ASX listed companies. 8.2 Remuneration of Directors Mr Stewart Brown receives Directors fees of $30,000 per annum plus statutory superannuation for his role as a non-executive Chairman. Mr Bradd Granville, Managing Director receives a salary of $195,000 per annum plus statutory superannuation and the benefit of a car. Mr Paul Jago receives Directors fees of $30,000 per annum plus statutory superannuation for his role as a non-executive Director. Mr Shaun Melville receives Directors fees of $30,000 per annum plus statutory superannuation for his role as a non-executive Director. A Director may also be paid fees or other amounts as the Directors determine if a Director performs special duties or otherwise performs services outside the scope of the ordinary duties of a Director. A Director may also be reimbursed for out of pocket expenses incurred as a result of their directorship or any special duties. Deeds of Indemnity, Insurance and Access. The Company has entered into deeds of indemnity, insurance and access with each of its Directors. Under these deeds, our Company agrees to indemnify each officer to the extent permitted by the Corporations Act against any liability arising as a result of the officer acting as an officer of the Company. Our Company is also required to maintain insurance policies for the benefit of the relevant officer and must also allow the officers to inspect board papers in certain circumstances. Employment arrangements with the Directors Mr Bradd Granville, Managing Director will receive a salary of $195,000 per annum plus statutory superannuation and the benefit of a car. He is required to carry out the duties of Managing Director on a full time basis. All agreements have statutory leave allowances, confidentiality clauses, 6 months notice of termination by the Company (executive roles only), non compete clauses (executive roles only). 8.3 Interests in Securities For each of the Directors, the relevant interest of each of the Directors in the securities of the Company as at the date of this Prospectus is set out in the table below: Director Shares Performance Rights Stewart Brown 547, ,000 4 Bradd Granville 1,771,877 2 nil Shaun Melville Nil 3 300,

47 Paul Jago 396, ,000 4 Notes: 1. This includes 491,467 Shares held in a family trust account and 55,645 Shares held by Stewart s spouse. 2. This includes 396,005 Shares directly by Bradd, 542,538 Shares held in a family trust account and 833,334 Shares held by Bradd s spouse. 3. Raptor currently holds 3,609,804 Shares and DRP currently holds 625,716 Shares. Shaun Melville is a Director and major Shareholder of these companies but does not have a relevant interest in these Shares as he does not have a controlling interest in these entities nor does he have the ability to control the voting rights attaching to these Shares. 4. The terms and conditions of the Performance Rights are set out in Section 13.4 of the Prospectus. 8.4 ASX Corporate Governance Council Principles / Recommendations Our Company has adopted comprehensive systems of control and accountability as the basis for the administration of corporate governance. The Board is committed to administering the policies and procedures with openness and integrity, pursuing the true spirit of corporate governance commensurate with the Company's needs. To the extent applicable, our Company has adopted The Corporate Governance Principles and Recommendations (3rd Edition) as published by ASX Corporate Governance Council (Recommendations). In light of the Company s size and nature, the Board considers that the current board is a cost effective and practical method of directing and managing the Company. As the Company s activities develop in size, nature and scope, the size of the Board and the implementation of additional corporate governance policies and structures will be reviewed. The Company s main corporate governance policies and practices as at the date of this Prospectus are outlined below and the Company s full Corporate Governance Plan is available in a dedicated corporate governance information section of the Company s website ( Board of Directors The Board is responsible for corporate governance of the Company. The Board develops strategies for the Company, reviews strategic objectives and monitors performance against those objectives. The goals of the corporate governance processes are to: (a) (b) (c) maintain and increase Shareholder value; ensure a prudential and ethical basis for the Company s conduct and activities; and ensure compliance with the Company s legal and regulatory objectives. Consistent with these goals, the Board assumes the following responsibilities: (a) (b) (a) (b) developing initiatives for profit and asset growth; reviewing the corporate, commercial and financial performance of the Company on a regular basis; acting on behalf of, and being accountable to, the Shareholders; and identifying business risks and implementing actions to manage those risks and corporate systems to assure quality. 44

48 The Company is committed to the circulation of relevant materials to Directors in a timely manner to facilitate Directors participation in the Board discussions on a fullyinformed basis. Composition of the Board Election of Board members is substantially the province of the Shareholders in general meeting. Identification and management of risk The Board s collective experience will enable accurate identification of the principal risks that may affect the Company s business. Key operational risks and their management will be recurring items for deliberation at Board meetings. Ethical standards The Board is committed to the establishment and maintenance of appropriate ethical standards. Independent professional advice Subject to the Chairman s approval (not to be unreasonably withheld), the Directors, at the Company s expense, may obtain independent professional advice on issues arising in the course of their duties. Remuneration arrangements The remuneration of an executive Director will be decided by the Board, without the affected executive Director participating in that decision-making process. The total maximum remuneration of non-executive Directors is initially set by the Constitution and subsequent variation is by ordinary resolution of Shareholders in general meeting in accordance with the Constitution, the Corporations Act and the ASX Listing Rules, as applicable. The determination of non-executive Directors remuneration within that maximum will be made by the Board having regard to the inputs and value to the Company of the respective contributions by each non- executive Director. The current amount has been set at an amount not to exceed $500,000 per annum. In addition, a Director may be paid fees or other amounts (i.e. subject to any necessary Shareholder approval, non-cash performance incentives such as Options) as the Directors determine where a Director performs special duties or otherwise performs services outside the scope of the ordinary duties of a Director. Directors are also entitled to be paid reasonable travelling, hotel and other expenses incurred by them respectively in or about the performance of their duties as Directors. The Board reviews and approves the remuneration policy to enable the Company to attract and retain executives and Directors who will create value for Shareholders having consideration to the amount considered to be commensurate for a company of its size and level of activity as well as the relevant Directors time, commitment and responsibility. The Board is also responsible for reviewing any employee incentive and equity-based plans including the appropriateness of performance hurdles and total payments proposed. Trading policy The Board has adopted a policy that sets out the guidelines on the sale and purchase of securities in the Company by its key management personnel (i.e. Directors and, if applicable, any employees reporting directly to the managing director). The policy 45

49 generally provides that the written acknowledgement of the Chair (or the Board in the case of the Chairman) must be obtained prior to trading. External audit The Company in general meetings is responsible for the appointment of the external auditors of the Company, and the Board from time to time will review the scope, performance and fees of those external auditors. Audit committee The Company will not have a separate audit committee until such time as the Board is of a sufficient size and structure, and the Company s operations are of a sufficient magnitude for a separate committee to be of benefit to the Company. In the meantime, the full Board will carry out the duties that would ordinarily be assigned to that committee under the written terms of reference for that committee, including but not limited to, monitoring and reviewing any matters of significance affecting financial reporting and compliance, the integrity of the financial reporting of the Company, the Company s internal financial control system and risk management systems and the external audit function. Diversity policy The Board has adopted a diversity policy which provides a framework for the Company to achieve, amongst other things, a diverse and skilled workforce, a workplace culture characterised by inclusive practices and behaviours for the benefit of all staff, improved employment and career development opportunities for women and a work environment that values and utilises the contributions of employees with diverse backgrounds, experiences and perspectives. 8.5 Departures from Recommendations Following admission to the Official List of ASX, 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 will be released on the ASX platform prior to the Company being admitted to the Official List of ASX. 46

50 9. INVESTIGATING ACCOUNTANT'S REPORT 47

51 20 July 2015 The Directors Golden Eagle Mining Limited PO Box 2006 SUBIACO WA 6904 Level 3, 12 St Georges Terrace Perth WA 6000 PO Box 5785, St Georges Terrace WA 6831 T +61 (0) F +61 (0) Dear Directors INVESTIGATING ACCOUNTANT S REPORT 1. Introduction This report has been prepared at the request of the Directors of Golden Eagle Mining Limited ( Golden Eagle or the Company ) for inclusion in the Prospectus. Pursuant to the Prospectus, the Company is offering for subscription a total of up to 22,500,000 ordinary shares at an issue price of $0.20 (20 cents per share), payable in full on application to raise up to $4,500,000, with a minimum level of subscription of 22,000,000 ordinary shares ($4,400,000). This includes over subscriptions of up to 500,000 ordinary shares at an issue price of $0.20, which the Company may accept at its discretion. The Company also intends to offer a bonus issue of one free Loyalty Option for every two shares held by shareholders registered as holders approximately three months after admission to the official list of the Australian Securities Exchange Limited ( Capital Raising or the Offer ). The Prospectus also includes an offer of up to 5,830,595 ordinary shares to be issued to the Chitty Creditors or a trustee of the Chitty Creditors as outlined at Section 5.2 of the Prospectus. Upon completion of the Capital Raising, the Company will apply for admission of the Company s shares to the official list of the Australian Securities Exchange Limited ( ASX ) Expressions defined in the Prospectus have the same meaning in this report. 2. Basis of Preparation This report has been prepared to provide investors with information in relation to historical and proforma financial information of Golden Eagle as at 31 December 2014 and for the three and a half years then ended. The historical and pro-forma financial information is presented in an abbreviated form insofar as it does not include all of the disclosures required by Australian Accounting Standards applicable to financial reports in accordance with the Corporations Act The report does not address the rights attaching to the shares to be issued in accordance with the Offer, nor the risks associated with accepting the Offer. Moore Stephens Perth Corporate Services Pty Ltd has not been requested to consider the prospects for Golden Eagle nor the merits and risks associated with becoming a shareholder and accordingly has not done so, nor purports to do so. Consequently Moore Stephens Perth Corporate Services Pty Ltd has not made and will not make any recommendation, through the issue of this report, to potential investors of the Company, as to the C:\Users\Chanelle\Appdata\Local\Microsoft\Windows\Temporary Internet Files\Content.Outlook\J1R656W4\IAR GEML Version 5.Doc Moore Stephens Perth Corporate Services Pty Ltd ABN Level 3, 12 St Georges Terrace, Perth, Western Australia, 6000 Telephone: Facsimile: perth@moorestephens.com.au Web: Liability limited by a scheme approved under Professional Standards Legislation A member of Moore Stephens International Limited Group of Independent Firms

52 merits of the Offer and takes no responsibility for any matter or omission in the Prospectus, other than responsibility for this report C:\Users\Chanelle\Appdata\Local\Microsoft\Windows\Temporary Internet Files\Content.Outlook\J1R656W4\IAR GEML Version 5.Doc Moore Stephens Perth Corporate Services Pty Ltd ABN Level 3, 12 St Georges Terrace, Perth, Western Australia, 6000 Telephone: Facsimile: perth@moorestephens.com.au Web: Liability limited by a scheme approved under Professional Standards Legislation A member of Moore Stephens International Limited Group of Independent Firms

53 3. Background Golden Eagle is an Australian public Company which was incorporated in Western Australia on 9 August Since incorporation the activities undertaken by the Company have comprised undertaking a number of capital raisings in order to fund the acquisition of resource projects (tenements) and exploration and evaluation activities in relation to those projects. Golden Eagle s proposed capital structure following completion of the Capital Raising (assuming the minimum Capital Raising of $4,400,000) is as follows; Fully paid ordinary shares on issue at 31 December ,389,662 Shares issued since 1 January 2015 in satisfaction of loans payable 1,333,333 Shares issued to pre IPO investors since 1 January ,628,706 Shares issued to service providers since 1 January 2015 for services Rendered 950,000 Shares to be issued pursuant to the Prospectus (assuming $4,400,000 is raised) 22,000,000 Shared to be issued to settle tenement acquisition costs 10,830,695 Shares to be issued as consideration for corporate advisory services 1,000,000 Total shares on issue at completion 76,132,396 Further information about the Company and its future plans can be found in other sections of the Prospectus. 4. Scope of Report You have requested Moore Stephens Perth Corporate Services Pty Ltd to prepare an Investigating Accountant s Report on: a) The Statement of Profit or Loss and Other Comprehensive Income of Golden Eagle for the three and a half years ended 31 December b) The Statement of Financial Position of Golden Eagle as at 31 December c) The pro-forma Statement of Financial Position of Golden Eagle as at 31 December 2014 adjusted to include funds to be raised pursuant to the Prospectus (assuming the minimum capital raising of $4,400,000) and the completion of certain other transactions, as disclosed in this report. 5. Scope of Review Sources of information The historical financial information has been extracted from the audited financial statements of the Company for the three years ended 30 June 2014 and from the unaudited financial statements of the Company for the half year ended 31 December The financial statements of the Company for the three years ended 30 June 2014 were audited whilst the financial statements for the half year ended 31 December 2014 were reviewed, both by Moore Stephens Perth. Management s Responsibilities The Directors of Golden Eagle are responsible for the preparation and presentation of the historical and pro-forma financial information, including the determination of the pro-forma transactions. Our Responsibilities We have conducted our review of the historical financial information in accordance with Australian Auditing Standard ASRE 2405 Review of Historical Financial Information Other than a Financial Report. We have also considered the requirements of ASAE 3420 Assurance Engagements to 3

54 Report on the Compilation of Pro Forma Historical Financial Information included in a Prospectus or other Document. For the purposes of this engagement, we are not responsible for updating or reissuing any reports or opinions on any historical financial information used to compile the pro-forma financial information, nor have we, in the course of this engagement, performed an audit of the financial information used in compiling the pro-forma financial information, or the pro-forma information itself. The purpose of the compilation of the pro-forma information is solely to illustrate the impact of the proposed Capital Raising and related transactions on unadjusted financial information of the Company as if the event had occurred at an earlier date selected for purposes of the illustration. Accordingly we do not provide any assurance that the actual outcome of the proposed Capital Raising and related transactions would be as presented. We made such inquiries and performed such procedures as we, in our professional judgement, considered reasonable in the circumstances including: a) a review of contractual arrangements; b) a review of financial statements, management accounts, work papers, accounting records and other documents, to the extent considered necessary; c) a review of work papers of the auditor of Golden Eagle, including making enquiries of the auditor, to the extent considered necessary. d) a comparison of consistency in application of the recognition and measurement principles in Accounting Standards and other mandatory professional reporting requirements in Australia, with the accounting policies adopted by the Company; e) a review of the assumptions used to compile the pro-forma Statement of Financial Position; and f) enquiry of directors, management and advisors of Golden Eagle. These procedures do not provide all the evidence that would be required in an audit, thus the level of assurance provided is less than that given in an audit. We have not performed an audit and, accordingly, we do not express an audit opinion. We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. These procedures have been undertaken to form an opinion as to whether we have become aware, in all material respects, that the historical financial information set out in Appendix 1 to 3 does not present fairly, in accordance with Australian Accounting Standards and the accounting policies adopted by the Company, a view which is consistent with our understanding of the financial position and pro-forma financial position of the Company as at 31 December 2014 and of its financial results for the three and a half years ended 31 December Historical and Pro-Forma Financial Information The Statements of Profit or Loss and Other Comprehensive Income of Golden Eagle for the three and a half years ended 31 December 2014 are included at Appendix 1. The Statements of Profit or Loss and Other Comprehensive Income for the three and a half years ended 31 December 2014 are presented without adjustment. The Statement of Financial Position as at 31 December 2014 of the Company is included in Appendix 2. Also included in Appendix 2 is the pro-forma Statement of Financial Position of the Company which incorporates the Statement of Financial Position as at 31 December 2014, adjusted on the basis of the completion of the proposed minimum Capital Raising of $4,400,000 and the completion of certain other transactions as disclosed in this report. Details of these transactions are set out in Note 3 of Appendix 3. 4

55 6. Valuation of Interests in Exploration and Mining Tenements The principal assets of Golden Eagle, post ASX listing and subject to meeting minimum expenditure requirements, in addition to cash and cash equivalents, will be its interests in exploration and mining tenements, comprising tenement acquisition and exploration costs. The interests in exploration and mining tenements have been included at nil cost in the Statement of Financial Position as at 31 December 2014, which is in accordance with the accounting policy adopted for such assets by the Company. We have not performed our own valuations of the tenements and do not express a view on whether the carrying values of the tenements are fairly stated. The value of the tenements may rise or fall depending on future exploration results and world prices for minerals being sought. 7. Opinion Based on our review, which is not an audit, nothing has come to our attention which causes us to believe that: The Statements of Profit or Loss and Other Comprehensive Income of the Company for the three and a half years ended 31 December 2014, as set out in Appendix 1, do not present fairly the results for the three and a half years then ended in accordance with the accounting methodologies required by Australian Accounting Standards; The Statement of Financial Position of the Company, as set out in Appendix 2, does not present fairly the assets and liabilities of the Company as at 31 December 2014 in accordance with the accounting methodologies required by Australian Accounting Standards. The pro-forma Statement of Financial Position of the Company, as set out in Appendix 2, does not present fairly the assets and liabilities of the Company, as at 31 December 2014 in accordance with the accounting methodologies required by Australian Accounting Standards and on the basis of assumptions and transactions set out in Note 3 of Appendix Subsequent Events To the best of our knowledge and belief, there have been no other material items, transactions or events subsequent to 31 December 2014 not otherwise disclosed in this report or the Prospectus, that have come to our attention during the course of our review which would cause the information included in this report to be misleading. 9. Other Matters Moore Stephens Perth Corporate Services Pty Ltd does not have any pecuniary interest that could reasonably be regarded as being capable of affecting our ability to give an unbiased opinion on this matter. Moore Stephens Perth, a related practice entity, currently acts as auditor of the Company. Moore Stephens Perth Corporate Services Pty Ltd will receive a professional fee for the preparation of this Investigating Accountant s Report. Moore Stephens Perth Corporate Services Pty Ltd were not involved in the preparation of any other part of the Prospectus and accordingly makes no representations or warranties as to the completeness and accuracy of any information contained in any other part of the Prospectus. Yours faithfully Neil Pace Director Moore Stephens Perth Corporate Services Pty Ltd 5

56 APPENDIX 1 GOLDEN EAGLE MINING LIMITED STATEMENTS OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME Summarised below is the Company s Statements of Profit or Loss and Other Comprehensive Income for the three and a half years ended 31 December The results for the three years to 30 June 2014 are audited whilst the results for the half year ended 31 December 2014 are unaudited. Continuing operations Actual Actual Actual Actual 30 June June June Dec 2014 $ $ $ $ Other income , ,012 Expenses Administration expense (735,805) (405,752) (495,793) (356,865) Exploration and evaluation expense (456,208) (208,521) (345,936) (341,614) Tenement acquisition costs (178,400) (244,050) (142,736) (92,505) Fundraising expense (46,953) (22,378) (11,734) (18,104) Other expense (65,843) (54,958) (37,905) (42,994) (1,483,209) (935,479) (1,034,104) (852,082) Loss before income tax expense (1,483,209) (935,479) (1,033,344) (826,070) Income tax expense Total comprehensive loss for the period (1,483,209) (935,479) (1,033,344) (826,070) To be read in conjunction with the accounting policies set out in Appendix 3 6

57 GOLDEN EAGLE MINING LIMITED APPENDIX 2 UNAUDITED STATEMENTS OF FINANCIAL POSITION Actual as at 31 Dec 2014 Pro-forma as at 31 Dec 2014 Note $ $ ASSETS Current Assets Cash and cash equivalents 4 15,685 3,483,523 Trade and other receivables 5 54, ,223 Loan receivable 7 64,808 - Total Current Assets 134,716 3,837,746 Non-Current Assets Plant and equipment 6 28,088 28,088 Total Non-Current Assets 28,088 28,088 TOTAL ASSETS 162,804 3,865,834 LIABILITIES Current Liabilities Trade and other payables 8 493, ,818 Other amounts payable 140,562 - Borrowings 9 582,356 9,500 Total Current Liabilities 1,216, ,318 TOTAL LIABILITIES 1,216, ,318 NET ASSETS (LIABILITIES) (1,053,932) 3,362,516 EQUITY Issued capital 10 5,778,422 13,065,627 Performance rights reserve - 240,000 Accumulated losses (6,832,354) (9,943,111) TOTAL EQUITY (1,053,932) 3,362,516 To be read in conjunction with the accounting policies set out in Appendix 3 7

58 GOLDEN EAGLE MINING LIMITED APPENDIX 3 NOTES TO THE AUDITED AND UNAUDITED CONDENSED FINANCIAL INFORMATION 1. Basis of Preparation The condensed financial information of Golden Eagle for the three and a half years ended 31 December 2014 has been prepared on a condensed basis in accordance with the Australian Accounting Standard 134 Interim Financial Reporting. The condensed financial information does not include all the information and disclosures required in annual financial statements. The financial information has been prepared in accordance International Financial Reporting Standards as issued by the International Accounting Standards Board. The Company is a for-profit entity for financial reporting purposes. Material accounting policies adopted in the preparation of this financial information are presented below and have been consistently applied in respect of each year unless stated otherwise. The financial information has been prepared on an accrual basis and is based on historical costs, modified, where applicable, by the measurement at fair value of selected non-current assets, financial assets and financial liabilities. Going Concern The financial report has been prepared on a going concern basis, which contemplates the continuity of normal business activities and the realisation of assets and the settlement of liabilities in the normal course of business. The ability of the company to continue as a going concern is dependent on the Company raising additional funding pursuant to this prospectus or as and when required over the 12 months from the date of this financial information and/or the commercial development or sale of its exploration assets. Should the company not achieve the matters set out above, the company may not be able to continue as a going concern or may have to dispose of assets other than in the normal course of business. No adjustments related to the recoverability and classification of recorded assets or liabilities related to the above have been made in the financial information. 8

59 GOLDEN EAGLE MINING LIMITED APPENDIX 3 NOTES TO THE AUDITED AND UNAUDITED CONDENSED FINANCIAL INFORMATION 2. Significant Accounting Policies (a) (b) (c) (d) (e) New and amended accounting policies adopted by the company The company has adopted all new and revised accounting standards and interpretations that are relevant to its operations and effective for reporting periods beginning 1 July None of the new and revised standards and interpretations adopted during the year had a material impact. New accounting standards for application in future periods Accounting Standards and Interpretations issued by the AASB that are not yet mandatorily applicable to the company are not expected to impact significantly on the company when adopted in future periods. Exploration and evaluation assets Exploration and evaluation expenditure in relation to the company s mineral tenements is expensed as incurred. When the Directors decide to progress the development of an area of interest all further expenditure incurred relating to the area will be capitalised. Projects are advanced to development status and classified as mine development when it is expected that further expenditure can be recouped through sale or successful development and exploitation of the area of interest. Such expenditure is carried forward up to commencement of production at which time it is amortised over the life of the economically recoverable reserves. All projects are subject to detailed review on an annual basis and accumulated costs written off to the extent that they will not be recoverable in the future Cash and cash equivalents Cash and cash equivalents includes cash on hand, deposits held at call with financial institutions, other short-term, highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value. Plant and equipment Plant and equipment is stated at historical cost less depreciation. Depreciation is calculated on a straight line basis so as to write off the net cost of each asset during their expected useful life of 3 to 5 years. The carrying amount of plant and equipment is reviewed annually by directors to ensure it is not shown in the accounts at a value in excess of the recoverable amount from assets. (f) Fair value estimation The fair value of financial assets and financial liabilities must be estimated for recognition and measurement or for disclosure purposes. The fair value of financial instruments traded in active markets (such as shares in listed companies) is based on quoted market prices at 31 December The nominal value, less any estimated credit adjustments, of trade receivables and payables are assumed to approximate their fair value. (g) Impairment of assets At the end of each reporting period, the company assesses whether there is any indication that an asset may be impaired. The assessment will include the consideration of external and internal sources of information including dividends received from subsidiaries, associates or jointly controlled entities deemed to be out of pre-acquisition profits. If such an indication exists, an impairment test is carried out on the asset by comparing the recoverable amount of the asset, being the higher of the asset s fair value less costs to sell and value in use, to the asset s carrying amount. Any excess of the asset s carrying amount over its recoverable amount is recognised immediately in profit or loss, unless the 9

60 GOLDEN EAGLE MINING LIMITED APPENDIX 3 NOTES TO THE AUDITED AND UNAUDITED CONDENSED FINANCIAL INFORMATION 2. Significant Accounting Policies (cont d) (g) Impairment of assets (cont d) asset is carried at a revalued amount in accordance with another Standard (eg in accordance with the revaluation model in AASB 116: Property, Plant and Equipment). Any impairment loss of a revalued asset is treated as a revaluation decrease in accordance with that other Standard. Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs. Impairment testing is performed annually for goodwill, intangible assets with indefinite lives and intangible assets not yet available for use. (h) (i) (j) Trade and other receivables Trade and other receivables include amounts due from customers for goods sold and services performed over an ordinary course of business. Receivables expected to be collected within 12 months of the end of the reporting period are classified as current assets. All other receivables are classified as non-current assets. Trade and other receivables are initially recognised at fair value and subsequently measured at amortised cost using the effective interest method, less any provision for impairment. Refer to note 1(h) for further discussion on the determination of impairment losses. Trade and other payables Trade payables and other accounts payable are recognised when the consolidated entity becomes obliged to make future payments resulting from the purchase of goods and services. Revenue Recognition Revenue is recognised to the extent that it is probable that the economic benefits will flow to the company and the revenue can be reliably measured. The following specific recognition criteria must also be met before revenue is recognised: Interest Revenue is recognised as the interest accrues (using the effective interest method, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial instrument) to the net carrying amount of the financial asset. (k) Income tax The income tax expense or revenue for the year is the tax payable on the current year s taxable income based on the notional income tax rate, adjusted by changes in deferred tax assets and liabilities attributable to temporary differences between tax bases of assets and liabilities and their carrying amounts in the financial statements, and to unused tax losses. A deferred tax asset for unused tax losses is recognised only if it is probable that future taxable amounts will be available to utilise losses. Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets and liabilities and when the deferred tax balances relate to the same taxation authority. Current tax assets and liabilities are offset where the entity has a legally enforceable right to offset and intends either to settle on a net basis, or to realise the assets and settle the liability simultaneously. (l) Financial Instruments Initial recognition and measurement Financial assets and financial liabilities are recognised when the entity becomes a party to the contractual provisions to the instrument. For financial assets, this is equivalent to the date that the company commits itself to either the purchase or sale of the asset (ie trade date accounting is adopted). 10

61 GOLDEN EAGLE MINING LIMITED APPENDIX 3 NOTES TO THE AUDITED AND UNAUDITED CONDENSED FINANCIAL INFORMATION 2. Significant Accounting Policies (cont d) (l) Financial Instruments (cont d) Financial instruments are initially measured at fair value plus transaction costs, except where the instrument is classified at fair value through profit or loss, in which case transaction costs are expensed to profit or loss immediately. Classification and subsequent measurement Financial instruments are subsequently measured at fair value, amortised cost using the effective interest method, or cost. Amortised cost is calculated as the amount at which the financial asset or financial liability is measured at initial recognition less principal repayments and any reduction for impairment, and adjusted for any cumulative amortisation of the difference between that initial amount and the maturity amount calculated using the effective interest method. Fair value is determined based on current bid prices for all quoted investments. Valuation techniques are applied to determine the fair value for all unlisted securities, including recent arm s length transactions, reference to similar instruments and option pricing models. The effective interest method is used to allocate interest income or interest expense over the relevant period and is equivalent to the rate that discounts estimated future cash payments or receipts (including fees, transaction costs and other premiums or discounts) over the expected life (or when this cannot be reliably predicted, the contractual term) of the financial instrument to the net carrying amount of the financial asset or financial liability. Revisions to expected future net cash flows will necessitate an adjustment to the carrying amount with a consequential recognition of an income or expense item in profit or loss. The company does not designate any interests in subsidiaries, associates or joint venture entities as being subject to the requirements of Accounting Standards specifically applicable to financial instruments other then loans receivables and financial liabilities, the entity does not currently hold any other classification of financial assets. (i) Financial assets at fair value through profit or loss Financial assets are classified at fair value through profit or loss when they are held for trading for the purpose of short-term profit taking, derivatives not held for hedging purposes, or when they are designated as such to avoid an accounting mismatch or to enable performance evaluation where a Group of financial assets is managed by key management personnel on a fair value basis in accordance with a documented risk management or investment strategy. Such assets are subsequently measured at fair value with changes in carrying amount being included in profit or loss. (ii) Loans and receivables Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market and are subsequently measured at amortised cost. Gains or losses are recognised in profit or loss through the amortisation process and when the financial asset is derecognised. (iii) Held-to-maturity investments Held-to-maturity investments are non-derivative financial assets that have fixed maturities and fixed or determinable payments, and it is the company s intention to hold these investments to maturity. They are subsequently measured at amortised cost. Gains or losses are recognised in profit or loss through the amortisation process and when the financial asset is derecognised. 11

62 GOLDEN EAGLE MINING LIMITED APPENDIX 3 NOTES TO THE AUDITED AND UNAUDITED CONDENSED FINANCIAL INFORMATION 2. Significant Accounting Policies (cont d) (l) Financial Instruments (cont d) (iv) Available-for-sale investments Available-for-sale investments are non-derivative financial assets that are either not capable of being classified into other categories of financial assets due to their nature or they are designated as such by management. They comprise investments in the equity of other entities where there is neither a fixed maturity nor fixed or determinable payments. They are subsequently measured at fair value with any re-measurements other than impairment losses and foreign exchange gains and losses recognised in other comprehensive income. When the financial asset is derecognised, the cumulative gain or loss pertaining to that asset previously recognised in other comprehensive income is reclassified into profit or loss. Available-for-sale financial assets are classified as non-current assets when they are expected to be sold after 12 months from the end of the reporting period. All other available-for-sale financial assets are classified as current assets. (v) Financial liabilities Non-derivative financial liabilities other than financial guarantees are subsequently measured at amortised cost. Gains or losses are recognised in profit or loss through the amortisation process and when the financial liability is derecognised. Impairment At the end of each reporting period, the company assesses whether there is objective evidence that a financial asset has been impaired. A financial asset (or a group of financial assets) is deemed to be impaired if, and only if, there is objective evidence of impairment as a result of one or more events (a loss event ) having occurred, which has an impact on the estimated future cash flows of the financial asset(s). In the case of available-for-sale financial assets, a significant or prolonged decline in the market value of the instrument is considered to constitute a loss event. Impairment losses are recognised in profit or loss immediately. Also, any cumulative decline in fair value previously recognised in other comprehensive income is reclassified to profit or loss at this point. In the case of financial assets carried at amortised cost, loss events may include: indications that the debtors or a group of debtors are experiencing significant financial difficulty, default or delinquency in interest or principal payments; indications that they will enter bankruptcy or other financial reorganisation; and changes in arrears or economic conditions that correlate with defaults. For financial assets carried at amortised cost (including loans and receivables), a separate allowance account is used to reduce the carrying amount of financial assets impaired by credit losses. After having taken all possible measures of recovery, if management establishes that the carrying amount cannot be recovered by any means, at that point the written-off amounts are charged to the allowance account or the carrying amount of impaired financial assets is reduced directly if no impairment amount was previously recognised in the allowance account. When the terms of financial assets that would otherwise have been past due or impaired have been renegotiated, the company recognises the impairment for such financial assets by taking into account the original terms as if the terms have not been renegotiated so that the loss events that have occurred are duly considered. (m) Contributed equity Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds. 12

63 GOLDEN EAGLE MINING LIMITED APPENDIX 3 NOTES TO THE AUDITED AND UNAUDITED CONDENSED FINANCIAL INFORMATION 2. Significant Accounting Policies (cont d) (n) Employee benefits Provision is made for the company s obligation for short-term employee benefits. Short-term employee benefits are benefits (other than termination benefits) that are expected to be settled wholly before 12 months after the end of the annual reporting period in which the employees render the related service, including wages, salaries and sick leave. Short-term employee benefits are measured at the (undiscounted) amounts expected to be paid when the obligation is settled. The company s obligations for short-term employee benefits such as wages, salaries and sick leave are recognised as a part of current trade and other payables in the statement of financial position. The company s obligations for employees annual leave and long service leave entitlements are recognised as provisions in the statement of financial position. 13

64 GOLDEN EAGLE MINING LIMITED APPENDIX 3 NOTES TO THE AUDITED AND UNAUDITED CONDENSED FINANCIAL INFORMATION 3. The Preparation of the Pro-Forma Statement of Financial Position The 31 December 2014 Statement of Financial Position of Golden Eagle has been adjusted to reflect the impact of the following proposed transactions or actual transactions which have taken place subsequent to 31 December 2014: Pre-IPO capital raisings whereby the Company issued 5,274,000 ordinary shares at $0.10 per share raising $527,400 between 1 January 2015 and the date of this report. The issue of 354,706 ordinary shares to investors between 1 January 2015 and the date of this report for which consideration was received in prior years. The issue of 950,000 ordinary shares at $0.20 per share in February 2015 for services rendered to the Company which have been expensed to profit and loss. The issue pursuant to this Prospectus of 22,500,000 ordinary shares at $0.20 per share, raising $4,500,000. For the purposes of the pro forma, we have assumed the minimum level of subscription of 22,000,000 shares shall be issued to raise $4,400,000. The payment of an estimated $463,000 in costs incurred by the Company in relation to the capital raising and the subsequent write off of these costs against the issued capital. As approximately $50,000 of these costs have already been included in the accounts and expensed via the cash trading loss adjustment noted below the additional amount expensed for purposes of this adjustment is $413,000 The settlement in May 2015 of loans payable amounting to $572,855 by way of the issue of 1,333,333 ordinary shares in the Company. The payment of a deposit relating to a tenement acquisition in January 2015 of $60,000. The repayment to the Company or write off of loans receivable in May 2015 amounting to $60,000. The payment of tenement acquisition costs (referred to in Note 12), just prior to listing on ASX, amounting to $2,436,139 comprising 10,830,695 ordinary shares at $0.20 per share, a cash payment of approximately $210,000 and stamp duty of $60,000. The repayment of other amounts payable, just prior to listing on ASX, by way of a cash payment of $140,562 The estimated cash trading loss of the Company for the six months ended 30 June 2015 of $596,000 and the reduction of cash at bank by the same amount. The issue, upon listing on ASX, of performance rights to non-executive directors in lieu of services provided to the Company, which will convert to 1,200,000 ordinary shares having a value of $240,000, on the condition that they remain employed with the Company for two years post listing on ASX. The cost of the performance rights will be amortised over the two year vesting period. The issue of 1,000,000 ordinary shares at $0.20 per share as consideration for corporate advisory services and the expensing of that cost of $200,000 to profit and loss. 14

65 GOLDEN EAGLE MINING LIMITED APPENDIX 3 NOTES TO THE AUDITED AND UNAUDITED CONDENSED FINANCIAL INFORMATION 4. Cash and Cash Equivalents Actual as at 31 Dec 2014 Pro-forma as at 31 Dec 2014 $ $ CURRENT Cash at bank and on hand 15,685 3,483,523 The movements in cash at bank are as follows: Actual 31 December ,685 Tenement acquisition costs paid (270,000) Tenement deposit paid (60,000) Estimated trading loss for the 6 months ended 30 June 2015 (596,000) Repayment of other amounts payable (140,562) Loans repaid to the Company after 31 December ,000 Pre- IPO Share issues 527,400 Issue of shares pursuant to Prospectus 4,400,000 Estimated total transaction costs (413,000) 3,483,523 Note: The proforma cash balance has been prepared on the basis that the proposed minimum capital of $4,400,000 shall be raised. If more shares than 22,000,000 are subscribed for the impact on the notional proforma consolidated statement of financial position as at 31 December 2014 will be to increase cash and issued capital by the amount of the additional funds raised. 5. Trade and Other Receivables Trade receivables 1,717 1,717 Current tax assets 52,506 52,506 Tenement deposit - 60,000 Cost of performance rights - 240, Plant and Equipment 54, ,223 Plant & equipment at cost 65,943 65,943 Accumulated depreciation (37,855) (37,855) 7. Other Assets 28,088 28,088 Loans to unrelated parties 64,808 - The loans are payable on demand and are non-interest bearing. 64,808-15

66 GOLDEN EAGLE MINING LIMITED APPENDIX 3 NOTES TO THE AUDITED AND UNAUDITED CONDENSED FINANCIAL INFORMATION 8. Trade and Other Payables Actual as at 31 Dec 2014 Pro-forma as at 31 Dec 2014 $ $ Trade creditors 285, ,838 Payroll liabilities 207, , , , Borrowings (a) Loans from related parties 522,856 - Loans from unrelated parties 59,500 9,500 Borrowing arrangements 582,356 9,500 Loans from related parties are non-interest bearing and were repaid subsequent to 31 December 2014 by way of an issue of ordinary shares in the Company. Loans from unrelated parties are interest bearing and convertible into shares in Golden Eagle at the option of the Lender. 10. Issued Capital No. of $ Issued and fully paid shares Ordinary shares fully paid 76,132,396 13,065,627 Movements during the period No. of $ shares Ordinary issued and paid up share capital Shares on issue at 31 Dec ,389,662 5,778,422 Shares issued in satisfaction of loans payable 1,333, ,666 Pre-IPO share issues 5,274, ,400 Shares issued to investors for prior year consideration 354,706 - Shares issued to Promoters 950, ,000 Shares issued to settle tenement acquisition costs 10,830,695 2,166,139 Shares issued pursuant to current prospectus (assume 22,000,000 22,000,000 4,400,000 shares issued at $0.20 each) Shares to be issued as consideration for corporate advisory services 1,000, ,000 Transaction costs related to $4,400,000 Capital Raising - (413,000) 76,132,396 13,065,627 (a) Rights attaching to ordinary shares; (i) (ii) Ordinary shares participate in dividends and the proceeds on winding up of the company in proportion to the number of shares held. At shareholder meetings, when a poll is called, each ordinary share is entitled to one vote otherwise each shareholder has one vote on a show of hands. The company has not issued any options to acquire its ordinary shares. 16

67 GOLDEN EAGLE MINING LIMITED APPENDIX 3 NOTES TO THE AUDITED AND UNAUDITED CONDENSED FINANCIAL INFORMATION 11. Financial Risk Management Objectives and Policies The company s principal financial instruments comprise receivables, payables and cash which arise directly from its operations. The company manages its exposure to key financial risks, in accordance with its financial risk management policy. The main risks arising from the company s financial instruments are interest rate risk, liquidity risk, and credit risk. The Board reviews and agrees policies for managing each of these risks and they are summarised below. Risk Exposures and Responses Interest rate risk The company generates income from interest on surplus funds. At balance date, the company had the following mix of financial assets and liabilities exposed to Australian variable interest rate risk that are not designated in cash flow hedges: Actual as at 31 Dec 2014 Pro-forma as at 31 Dec 2014 $ $ Financial assets Cash and cash equivalents 15,685 3,483,523 Other amounts payable (140,562) - Net exposure (124,877) 3,483,523 The company periodically analyses its interest rate exposure. Within this analysis consideration is given to alternative financing, hedging positions and the mix of fixed and variable interest rates. At 31 December 2014, if interest rates had moved, up or downwards by 10%, with all other variables held constant, post tax loss and equity would not have been significantly affected. Credit risk Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in a financial loss to the company. The company s potential concentration of credit risk consists mainly of cash deposits with banks. The company s short term cash surpluses are placed with banks that have investment grade ratings. The maximum credit risk exposure relating to the financial assets is represented by the carrying value as at the balance sheet date. The company considers the credit standing of counterparties when making deposits to manage the credit risk. Liquidity risk Prudent liquidity risk management implies maintaining sufficient cash, the availability of funding through an adequate amount of committed credit facilities and the ability to close out market positions. The company manages liquidity risk by continuously monitoring forecast and actual cash flows and matching the maturity profiles of financial assets and liabilities. The company holds the majority of its financial assets as cash deposits and has significant liabilities hence it does have material liquidity risk at year end. The remaining contractual maturities of the company s financial liabilities are: 12 months or less 1,216, ,318 1,216, ,318 17

68 GOLDEN EAGLE MINING LIMITED APPENDIX 3 NOTES TO THE AUDITED AND UNAUDITED CONDENSED FINANCIAL INFORMATION 11. Financial Risk Management Objectives and Policies (cont d) Maturity analysis of financial assets and liabilities based on management s expectation The risk implied from the values shown in the table below, reflects a balanced view of cash inflows and outflows. To monitor existing financial assets and liabilities as well as to enable effective control of future risks, the company has established risk reporting processes covering its business units that reflect expectations of management of expected settlement of financial assets and liabilities. 31 Dec 2014 Actual 6 months years >5 years Total months $ $ $ $ $ Financial assets Cash and cash equivalents 15, ,685 Trade and other receivables 54, ,223 Financial liabilities Borrowings (582,355) (582,355) Other amounts payable (140,562) (140,562) Trade and other payables (493,818) (493,818) Net maturity (1,146,827) (1,146,827) 31 Dec 2014 Pro-forma years >5 years Total months months $ $ $ $ $ Financial assets Cash and cash equivalents 3,483, ,483,523 Trade and other receivables 354, ,223 Financial liabilities Borrowings (9,500) (9,500) Other Amounts Payable Trade and other payables (493,818) (493,818) Net maturity 3,334, ,334,428 Fair values Fair values of financial assets and liabilities are equivalent to carrying values due to their short terms to maturity. 12. Commitments Farm-in and joint venture agreements The company has no farm-in joint venture agreements with other entities. Office Rent The company has no significant obligations in relation to its future rental arrangements. Exploration Expenditure Commitments In order to maintain current rights of tenure to exploration tenements, the company is required to meet rent and rate commitments and perform minimum exploration work to meet the minimum expenditure requirements specified by the relevant authorities. These obligations are subject to renegotiation when application for a mining lease is made and at other times. These obligations are not provided for in the financial report. The minimum expenditure obligations for the next 12 months are estimated to be approximately $837,

69 GOLDEN EAGLE MINING LIMITED APPENDIX 3 NOTES TO THE AUDITED AND UNAUDITED CONDENSED FINANCIAL INFORMATION 12. Commitments (cont d) Option Agreement in Relation to Tenement Acquisition On 24 November 2010 the Company executed an option agreement with Mr Chitty and Devant Pty Ltd ( Grantors ) for the acquisition of certain tenements. The tenement acquisition option agreement referred to above has been extended and varied a number of times (the last variation was dated 5 September 2013). Pursuant to the latest variation the Company s principal outstanding obligations are summarised as follows; - The balance of the purchase price is now approximately $190,000 to be paid upon the earlier of the business day after the ASX grants conditional approval for ASX quotation of the Company s shares or 30 August 2015 (or such later date as agreed by the parties) (End Date); - The Company is required to make a 6 monthly payment of $62,500 until the terms of the option agreement are fully settled. The next payment is due by 11 August The Company anticipates settling the option agreement before this payment becomes due; - The Company is required to spend a minimum of $400,000 on exploration on the tenements over a two year period from 5 September 2013; - The Company has agreed to settle certain debt obligations of the Grantor of approximately $1,186,000 via the issue of 5,830,695 fully paid ordinary shares in the Company and a cash payment of $20,000 on the End Date. If the creditors refuse to accept the shares in settlement then the Company has no further obligations to them. - The Company to issue to Mr Chitty 5,000,100 ordinary shares on the End Date Agreement with Raptor Global Corporation Limited The company has engaged Raptor Global Corporation Limited to provide consulting services relating to the Offer and proposed ASX listing. Pursuant to this agreement the Company has commitments as disclosed in Section 12 of the Prospectus. 13. Contingent Liabilities The Company has obligations to pay various royalties, based on minerals produced, pursuant to a number of tenement acquisition agreements. The royalties will only become due and payable when and if mining commences. Further details of royalty obligations are set out in Section 12 of the Prospectus. The directors are not aware of any other contingent liabilities that may have arisen from the company s operations as at 31 December Events After The Reporting Period Other than as noted in this report at Note 3 there have been no matters or circumstances that have arisen since the end of the financial period which significantly affected or may significantly affect the company's operations in future years or the results of those operations in future years or the company's state of affairs in future years. 19

70 10. INDEPENDENT GEOLOGIST'S REPORT 67

71 AL MAYNARD & ASSOCIATES Pty Ltd Consulting Geologists ABN /280 Hay Street, Tel: (+618) Mob: SUBIACO, WA, 6008 Fax: (+618) alatgeological.com.au Australia Australian & International Exploration & Evaluation of Mineral Properties INDEPENDENT GEOLOGICAL REPORT FOR AN INITIAL PUBLIC OFFERING PREPARED FOR GOLDEN EAGLE MINING LTD Author: Brian J Varndell BSc (SpecHonsGeol), FAusIMM Peer Review: Allen J. Maynard BAppSc(Geol), MAIG, MAusIMM Company: Al Maynard & Associates Pty Ltd Date: 9 rd July, 2015

72 AMA Independent Geological Report GEM Executive Summary Golden Eagle Mining Ltd (ACN ) ("GEE" or the Company ) is a public unlisted company that has acquired interests in 62 tenements covering 463 km 2 within the major gold and nickel producing region of Coolgardie- Kalgoorlie. GEE has requested that Al Maynard and Associates ( AM&A ) prepare an Independent Geological Report ( IGR ) on the 62 tenements within the Coolgardie Mineral Field of Western Australia. This report has been prepared for inclusion in the Prospectus to be issued by Golden Eagle Mining Ltd to raise up to $4,500,000 by the issue of 22,500,000 shares at an issue price of 20 cents each. GEE currently holds interests in six major project areas, covering a combined total area of 463 km 2. The Company intends to conduct exploration mainly for gold and nickel mineralisation on their tenement package that includes 5 Exploration Licences ( ELs ), 10 Mining Leases ( MLs ) 46 Prospecting Licences ( PLs ), 1 Prospect Licence Application ( PLA ) and one Miscellaneous Licence ( L ) with a combined exploration commitment of $837,180 pa. The project areas are subdivided into tenements assigned to the Bullabulling North area and tenements assigned to the Bullabulling South area (Figure 1 & Figure 2). These project areas are considered to have reasonable potential for hosting economic gold mineralisation. In addition some licences also have potential to host nickel and PGE mineralisation. The GEE tenement package comprises three areas that offer the potential to host significant JORC Code (2012) compliant gold resources with some additional work. Located between Bullabulling North and South Bullabulling, a large gold resource was established by Bullabulling Gold Ltd which was subsequently acquired by Norton Goldfields Limited, the stated JORC Code compliant mineral resource stood at 114Mt at 1.02g/t for 3.75Moz of contained gold in December 2013 (BAB - ASX December Quarterly Report 2013). GEE tenements host the Bullabulling Shear zone where reportedly a 300 m wide zone of mineralisation was intersected in exploratory drilling with gold values that ranged from low to as much as 152g/t Au at a depth of 48 m and with 23 m grading 2.11g/t Au from 121 m (Reg. Aus. Min ). The above drill-tested exploration results, together with the evidence of numerous operating gold mines and abandoned gold mining workings that extend for some 30 km north and south along the Bullabulling shear zone, provide important evidence for the potential of the Archaean mafic and ultramafic greenstone sequences in the Bullabulling area to host both gold, and to a lesser extent, base metal mineralisation. The proposed work programs aiming to assist definition of an ore reserve capable of sustaining an independent, viable, mining and processing operation for the GEE Bullabulling Projects are summarised as follows: Broad scale new imagery capture and interpretation to define lithology. Further geochemical surveys for the broad definition of gold/base metal anomalism. Geophysical surveys particularly utilising magnetic methods. This data will then be analysed to develop a detailed 3D prospectivity model of the Bullabulling Shear zone to target mineralisation at depth. Exploratory RAB, RC and DDH drilling of identified anomalies. RC and DDH drilling of the First Find and Endeavour known mineralisation to such a density that resource estimation can be completed as a precursor to mine optimisation. The estimated cost to conduct exploration over the GEE project areas in the first two years will be in the vicinity of AUD$1,985,000. Golden Eagle Mining - IGR Executive Summary 1

73 AMA Independent Geological Report GEM Competent Persons Statement The information in this report which relates to Exploration Results, Mineral Resources or Ore Reserves is based on information compiled by Mr Brian Varndell, who is a Fellow member of the Australasian Institute of Mining and Metallurgy. Mr Varndell has over 40 years of exploration and mining experience in a variety of mineral deposit styles including gold, coal and iron ore mineralisation. Mr Varndell has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity which he is undertaking to qualify as a Competent Person as defined in the 2012 Edition of the Australasian Code for reporting of Exploration Results, Exploration Targets, Mineral Resources and Ore Reserves. Mr Varndell consents to inclusion in the report of the matters based on his information in the form and context in which it appears. Figure 1 : GEE Bullabulling Project Areas Location Plan. Golden Eagle Mining - IGR Executive Summary 2

74 AMA Independent Geological Report GEM Table of Contents Executive Summary 1 Introduction PROJECT SUMMARY Overview Bullabulling North Bullabulling South Location and Access Geology Regional Geology Local Geology Bullabulling North Tenements Bullabulling South Tenements Mining and Exploration History of the Project Areas Bullabulling Region Geko Project First Find Project Ubini Project Bungarra Project Sunchaser-Reservoir Project Endeavour Project Proposed Exploration Program and Budget General Exploration of the Project Areas Bullabulling North Projects Geko Project First Find Project Bungarra Project Ubini Project Sunchaser/Reservoir Project Bullabulling South Project Endeavour Project Conclusions References Glossary of Technical Terms and Abbreviations 36 APPENDIX 1: TENEMENT SCHEDULE 41 APPENDIX 2: JORC CODE, 2012 EDITION TABLE 1 REPORT EXPLORATIONS RESULTS AT THE GEKO PROJECT 45 Section 1: Sampling Techniques and Data 45 Section 2: Reporting of Exploration Results 46 Table 9: Significant Drilling Results at Geko 49 Figure 19: Geko Drill Hole Collar Location Plan. 50 Figure 20: Geko Drill Holes with Significant Drilling Results (Refer Table 7) 51 Figure 21: Geko Cross Section view. 52 APPENDIX 3: JORC CODE, 2012 EDITION TABLE 1 REPORT BULLABULLING NORTH AND SOUTH (EXCLUDING GEKO) 53 Section 1: Sampling Techniques and Data 53 Section 2: Reporting of Exploration Results 56 APPENDIX 4: SIGNIFICANT DRILLHOLE DATA GREATER THAN 0.8G/T AU INTERCEPTS AND COLLAR LOCATIONS. 59 Golden Eagle Mining - IGR Contents (i)

75 AMA Independent Geological Report GEM Table 10: Historical drillhole intercepts greater than 0.8 g/t Au 59 Table 11: GEE drillhole intercepts greater than 0.8 g/t Au 61 Table 12: Relevant Drillhole Collar Locations. 62 List of Figures Figure 1 : GEE Bullabulling Project Areas Location Plan. 2 Figure 2: Bullabulling Project Tenure 5 Figure 3: GEE Bullabulling Area Regional Geological and Structural Setting. 7 Figure 4: Gold Occurrences in the Bullabulling Area. 8 Figure 5: Bullabulling North Geology and Tenement Outline Map. 9 Figure 6: Bullabulling South Geology and Tenement Map. 11 Figure 7: First Find Cross Section View 15 Figure 8: First Find Cross-Section N Showing Interpreted Mineralisation within Shear. 17 Figure 9: First Find Cross-Section N Showing Interpreted Mineralisation within Shear Zone. 18 Figure 10: First Find Long-Section E with Significant Drill Intercepts. 19 Figure 11: Ubini Soil Sample Anomalies for Gold and Nickel 21 Figure 12: Bungarra Project Auger Sampling Targets - Nickel. 23 Figure 13: Sunchaser - Reservoir Auger Sampled Target Areas - Gold. 25 Figure 14: Endeavour Drillhole Collars over Magnetic Image. 27 Figure 15: Endeavour Cross-Section E with Interpreted Mineralisation. 28 Figure 16: Endeavour Cross-Section E with Interpreted Mineralisation. 28 Figure 17: Endeavour Cross-Section E with Interpreted Mineralisation. 29 Figure 18: Project Areas on Regional Magnetic Image. 30 Figure 19: Geko Drill Hole Collar Location Plan. 50 Figure 20: Geko Drill Holes with Significant Drilling Results (Refer Table 7) 51 Figure 21: Geko Cross Section view. 52 List of Tables Table 1: BAB, Ordinary Kriged Grade Tonnage Reporting at Various Cut-Offs. 13 Table 2: Geko Significant Drill Intercepts. 14 Table 3: First Find Significant Drill Intercepts. 15 Table 4: M15/1791 RAB Significant Drill Intercepts. 26 Table 5: Significant RC Drill Intercepts from the Endeavour Project. 26 Table 6: Bullabulling North Proposed Exploration Expenditure. 32 Table 7: Bullabulling South Project Proposed Exploration Expenditure. 32 Table 8: Proposed Combined Total Two Year Exploration Budget. 33 Table 9: Significant Drilling Results at Geko 49 Table 10: Historical drillhole intercepts greater than 0.8 g/t Au 59 Table 11: GEE drillhole intercepts greater than 0.8 g/t Au 61 Table 12: Relevant Drillhole Collar Locations. 62 Golden Eagle Mining - IGR Contents (ii)

76 AM&A Independent Geological Report GEM The Directors, Golden Eagle Mining Ltd 9 TH July, /100 Railway Road Subiaco Perth WA Dear Sirs, Introduction Al Maynard and Associates ( AM&A ) was engaged by the Company to prepare an Independent Geological Report ( IGR ) of gold and base metal prospects held adjacent to the Great Eastern Highway and located to the north and south of Bullabulling in the Coolgardie Mineral Field, Western Australia (Figure 1). Opinions are presented in accordance with the JORC Code (2012) and other regulations and guidelines that govern the preparation of such reports. This report is not a Valuation Report and does not express an opinion as to the value of the mineral assets or tenements involved, nor to the fairness and reasonableness of any transactions between GEE and any other party. This report is to be included in a Prospectus to be lodged in support of a listing on the Australian Securities Exchange ( ASX ). This Prospectus will offer 22.5 million shares at an issue price of 20 cents per share to raise a total of up to $4,500,000 before the cost of the issue ( Prospectus ). These funds will primarily be used for the exploration, evaluation and development of the mineral tenements assembled in Western Australia as outlined in this report. The legal status, including Native Title considerations associated with the tenure of the GEE Mineral Assets, is subject to a separate Solicitor s Report elsewhere in this Prospectus. These matters have not been independently verified by AM&A. The present status of tenements listed in this report is based on information provided by GEE and the report has been prepared on the assumption that GEE will have lawful access to the tenements for evaluation and development. The GEE Mineral Assets include 62 tenements that comprise 45 granted PLs (of which four have application for renewal submitted to DMP with acceptance notification pending), 10 granted MLs, five granted ELs, 1 ELA, 1 PLA and one Miscellaneous Licence. All the project areas have been partially explored by a number of companies in the past and encouraging results have been reported from numerous locations. GEE researched the extensive historical WAMEX data base that has already led to the identification of numerous targets that have been the subject of recent GEE exploration. It is our opinion that the mineral properties and target commodities described in this report warrant the proposed evaluation exploration and testing programs as described. It is noted that proposed programs may be subject to change according to results yielded as work progresses. We are of the opinion that GEE has satisfactorily defined exploration and expenditure programs which are reasonable, having regard to the stated objectives of GEE. Furthermore, it is considered that sufficient exploration has taken place within the past two years to justify the budgeted exploration and expenditure program. In the course of the preparation of this report, access has been provided to all relevant data held by GEE and various other technical reports and information quoted in the References (page 34). We have made all reasonable endeavours to verify the accuracy and relevance of the database. However, where discrepancies arise and no alternative comments are provided, data and interpretations provided by GEE have been used in this Report. The exploration history for these tenements was derived from previous exploration reports, as provided by GEE and Government records of exploration activities within the project areas. GEE has warranted to AM&A that full disclosure has been made of all material in its possession and that information provided, is to the best of its knowledge, accurate and true. None of the information provided by GEE has been specified as being confidential and not to be disclosed in our report. No recent site trip was deemed necessary as the authors have previous working knowledge, including several site trips, of the area Golden Eagle Mining - IGR Page 1

77 For personal use only

78 AM&A Independent Geological Report GEM 1.0 PROJECT SUMMARY 1.1 Overview The Company has acquired an interest in 62 tenements covering some 463 km 2 centred about the town site of Bullabulling, Coolgardie and Bullabulling Domains, Eastern Goldfields Province, Archaean Yilgarn Block, Western Australia (Figure 1 & Figure 2). This region forms part of the north-eastern Goldfields Province of WA which hosts numerous world class gold and nickel mines. The project area is favourably located adjacent to high voltage power, water, the sealed Great Eastern Highway and the Perth to Kalgoorlie railway. The projects are located in a geologically and structurally prospective area that hosts extensive gold mineralisation particularly in adjacent land holdings surrounded by GEE tenure where a significant resource (>3.5Moz Au) was established by Bullabulling Gold Limited in 2013 (ASX: BAB December Quarterly Report 2013). The geology comprises soil-covered and partially lateritised, Archaean-aged greenstone sequences that have been intruded by dome shaped granite plutons. Structurally, the projects are dominated by the north-south trending Bullabulling Shear and similarly oriented subparallel shear zones together with associated west-northwest trending shear splays off the main structure that have been identified by ongoing drill investigation. Three types of gold mineralisation have been identified in the area, namely: Near-surface laterite-hosted gold mineralisation, commonly occurring at depths of between 2-5m, at Geko some alluvial gold mineralisation is also present. Saprolitic supergene gold mineralisation from approximately 40m depth Deeper primary quartz vein-hosted gold mineralisation at variable depths to at least 200m. Bonanza grades in excess of 90g/t Au contained in quartz lodes have been recorded from diamond drilling at First Find (JCD001) by GEE with the general tenor being 15g/t Au. The tenement portfolio for the project areas is grouped as follows: 1.2 Bullabulling North Geko (2 tenements) M15/621 and Miscellaneous Licence 15/229. Bungarra (1 tenement) E15/0794. First Find (24 tenements) P15/5904, P15/5932, M15/0059, M15/0826, M15/1035, M15/1083, M15/1454, and P15/ Ubini (22 tenements) E15/1295, P15/ Sunchaser (2 tenements) E15/1193 and E15/1296. The Bullabulling North tenements are mostly located north of the Great Eastern Highway (except for the southern part of Ubini) and total an area of km 2 with an annual exploration commitment of $704, Bullabulling South Endeavour Project (11 tenements) E15/1294, M15/0549, M15/0901, M15/1260, M15/1791, P15/ The Bullabulling South tenements are located some 9 km south of the Great Eastern Highway totalling km 2 with an annual exploration commitment of $132,500. The total Bullabulling annual exploration commitment is $837, Location and Access The Bullabulling Project is situated approximately 26 km west of the township of Coolgardie in the Eastern Goldfields region of Western Australia. Coolgardie some 550 km east of Perth has a long and rich gold mining history. The GEE tenements are divided into the North and the South Bullabulling projects, mostly either north or south of the Great Eastern Highway which provides excellent access into the region for road transport as well as servicing the Golden Eagle Mining - IGR Page 3

79 AM&A Independent Geological Report GEM regions mining, exploration and pastoral industries. The town currently supports a population of around 800 and is serviced by rail links to the major mineral export port of Esperance as well as Perth and the eastern States. The nearby all weather airport in Kalgoorlie has regular flights to Perth. Two main access tracks lead from the Highway to the tenements. The access track to the north is located 5 km east of Bullabulling and 3 km further east a gravel road leads south to the Gibraltar mine and onto the southern tenements. Fair weather access using 4WD transport within the licences is reasonable utilising existing tracks. Some tracks can become impassable during infrequent wet weather. Access to the Bungarra Project area is either by way of the Great Eastern Highway or the unsealed track that services the Trans Australian Railway. Additional un-formed access is provided by pastoral station access tracks and also the access roads located on the Geko Gold project. The climate is arid to semi-arid, with an average annual rainfall of only 250 mm. However, rainfall can vary widely from year to year, with droughts followed by very wet years, usually as a result of tropical cyclones and resultant low pressure systems. Three classes of vegetation are recognised in the district, mulga woodlands, acacia and tea-tree scrub, and grasslands with scattered trees. Variations in vegetation can generally be attributed to changes in regolith, bedrock and rainfall. Golden Eagle Mining - IGR Page 4

80 AM&A Independent Geological Report GEM Figure 2: Bullabulling Project Tenure 2.0 GEOLOGY 2.1 Regional Geology The GEE project areas are located in the Eastern Goldfields Province of the Yilgarn Craton of Western Australia. Most of the rocks within the tenements are of Archaean age. Such ancient rocks host many major gold, nickel and base metal deposits and have been dated at Ga. The famous gold mines at Kalgoorlie which have produced over 70 Moz Au and the nickel sulphide deposits at Kambalda and Mt Keith are hosted by rocks of similar ages and origins. The Archaean rocks of the Yilgarn Craton are broadly subdivided into granites and greenstones. The granites form large, coalescing, ovoid shaped regions up to several hundreds of kilometres in length and width, generally separated by narrow elongate Greenstone Belts composed of ancient volcanic rocks and sediments that have Golden Eagle Mining - IGR Page 5

81 AM&A Independent Geological Report GEM subsequently been deformed and metamorphosed by complex tectonic and mineralising events. Such events are believed to have been responsible for the formation of major gold, nickel and base-metal deposits in a wide variety of rock-types. The Australian continental landmass is ancient and as a result the majority of the rocks of the Western Australian Yilgarn Craton are deeply weathered and oxidised. As a consequence they are overlain by a variety of superficial sedimentary deposits often referred to as cover. Consequently, outcropping rocks of Archaean age within the Yilgarn Craton are not very common accounting for around 5-10% of landforms. In the past, this cover has greatly hampered mineral exploration but even so, many world-class mineral deposits, particularly gold, have been discovered in the region, dating from as far back as the 1890s. During the past years, a number of modern exploration techniques have been developed to overcome the surficial cover problem. These include geophysical methods such as magnetic and electromagnetic, and more recently gravity surveys. Seismic surveys have had some success at resolving deeper structural complexity and this has been utilised at Bullabulling. Geochemical exploration techniques have also become more sensitive and reliable, such as the Mobile Metal Ion ( MMI ) technique. In addition, modern drilling methods have allowed areas that are obscured by regolith to be assessed more easily and economically by targeted exploration. The Bullabulling district is largely covered by Cainozoic sediments consisting of tertiary weathered saprolite, laterite, alluvium, sheetwash, quaternary alluvium, colluviums and duricrust (calcrete, ferricrete, silcrete). Hence there is a heavy reliance on remote survey data (geophysics, aerial photography, satellite imagery) and drilling data to interpret hidden geological and structural characteristics. Swager (1990, 1991, 1994) mapped the regional geology and structure covering the Bullabulling district demonstrating a predominantly steep westerly dipping metamorphic foliation within north-south striking greenstones. Some 14 km north of Bullabulling near the current location of the Geko Deposit and the Bungarra project, Swager inferred folding in the ultramafic-basalt sequence based on aeromagnetic trends on the southern edge of the Silt Dam Monzogranite. He also interpreted east-west striking faults displacing the main north-south trending greenstone sequences. Swager divided the geology into two domains, the Bullabulling Domain and Coolgardie Domain. These units were divided by a thrust fault/shear zone known as the Bullabulling Shear and based on stratigraphic, lithological and structural features. Recent exploration has delineated this shear for more than 70 kilometres in a north-south direction. The regional geological setting of the Coolgardie and Bullabulling domains comprises Archaean mafic and ultramafic greenstone sequences flanking intrusive granite plutons generally bounded by major shear zones, namely the Ida Fault to the west and the Zuleika and Kunanalling Shear zones to the east. The Coolgardie and Bullabulling domains are separated by the Bullabulling Shear. Granite plutons intrude the Bullabulling area with the Silt Dam Monzogranite to the north, the Bali Monzogranite granite to the east and the Burra Monzogranite to the south. In the vicinity of the Silt Dam Monzogranite the Bullabulling Shear is dislocated by east-west striking faults. The GEE projects are located along the western margin of the Kalgoorlie Terrane straddling the Bullabulling Shear that forms the contact zone between the Bullabulling and Coolgardie Domains, of the Eastern Goldfields Province, with in Yilgarn Craton (Figure 3). The geology of the main Bullabulling corridor including the Phoenix and Bacchus open cut gold mines and the First Find workings are interpreted to include a north-south striking west dipping thrust repeated sequence of komatiite (or high Mg basalt) overlain by felsic to intermediate meta-sedimentary rocks intruded by pegmatites. Amphibolites and dolerite/gabbros also occur locally and the deformation sequence includes north-south thrusting followed by folding, faulting and granitoid intrusion with north-west south-east principal compression directions. The structural setting of the area has been described as lying within a regional thrust belt with rock sequences becoming older to the west and south-west. Thrust belts have developed after the emplacement of the major Golden Eagle Mining - IGR Page 6

82 AM&A Independent Geological Report GEM granite plutons. The plutons control the position of the thrusts and provide protection from deformation during the later periods of regional compression. Mineralisation at Bullabulling lies within the thrust faults with other deposits adjacent to these faults such as at Gibraltar. Gold mineralisation is usually associated with increased foliation, quartz veining and calc-silicate prograde alteration including diopside, biotite, albite, carbonate, silica and pyrite. Palaeo-channel mineralisation has also been discovered at the base of the tertiary cover (fine grey clays and lesser grits) at about 20 m in depth. Figure 3: GEE Bullabulling Area Regional Geological and Structural Setting. Two or possibly three structural events have been recognised in the area that could have contributed to the emplacement and movement of primary gold mineralising fluids. Gold occurrences within the Archaean granitoid-greenstone terrains are commonly orogenic, mesothermal, lodestyle deposits and, whereas there is no single model for these systems, one dominant characteristic is a strong structural control. Golden Eagle Mining - IGR Page 7

83 AM&A Independent Geological Report GEM It has been suggested that this structural control provides a focus for mineralisation either within or adjacent to crustal-scale structures that provided a conduit for gold-enriched hydrothermal fluids (Fahey 2011). The N-S trending Bullabulling Shear, E-W cross faults and drill-identified NW-SE trending shear splays associated with the Bullabulling Shear provided a conduit for gold mineralising fluids as evidenced by the numerous gold workings, both past and current, that occur in and around project areas (Figure 4). 2.2 Local Geology Bullabulling North Tenements Figure 4: Gold Occurrences in the Bullabulling Area. The Bullabulling North Tenements comprise an extensive soil and alluvial covered, Archaean-aged, partially lateritised, mafic and ultramafic greenstones and minor felsic volcanic and volcaniclastic sediments that are in contact with intrusive granitic rocks (Figure 5). The exposed rock types include basaltic and amphibolitic rocks interbedded with steeply dipping schists and pelitic and felsic sediments that outcrop to the west of First Find. Golden Eagle Mining - IGR Page 8

84 AM&A Independent Geological Report GEM Figure 5: Bullabulling North Geology and Tenement Outline Map. Adjacent and to the east, are northerly-striking komatiite and spinifex-textured ultramafics whilst west of First Find is the Bullabulling Shear Zone that strikes north for some 7.5 km before it is truncated by a major crosscutting E-W trending fault just south of the Geko Gold deposit and Bungarra Project. The Geko deposit is located in a small E-W trending greenstone belt sitting to the east of the Ida Fault on the western edge of the Bullabulling Domain in the Archaean Kalgoorlie Terrane. It occurs on the southern margin of an embayment in the Silt Dam monzogranite, a post-tectonic intrusive that takes up the northern half of the tenement. The greenstone lithology is primarily comprised of an ultramafic unit in the central part of the tenement and mafic volcanic rocks in the south. The greenstone rocks are highly metamorphosed to amphibolite facies. A minor amount of ultramafic saprolite outcrops in the tenement area, however most visible are alluvium and lake deposits. The bedrock geology has been resolved by drilling in and around the Geko gold deposit, while aeromagnetic data has been used to interpret the extent of the greenstone rock units and granite contacts under the regolith cover. The Golden Eagle Mining - IGR Page 9

85 AM&A Independent Geological Report GEM transported alluvial cover is up to 40 m deep in places, with weathered bedrock extending from 10 to 100 m in thickness below the transported cover. At the Bungarra project (E15/794) the geology comprises Archaean-aged, folded ultramafic schistose rocks overlain by extensive soil cover and salt pan deposits. Aeromagnetic surveys indicate that the Bungarra Project forms part of a magnetic high within folded rock sequences that also host the Geko Gold deposit to the north in M15/621. The First Find Gold workings are intermittently exposed along sheared, NNE trending mafic and ultramafic komatiites that host a number of other gold mines namely Poolman s Wealth to the north and Phoenix and Bacchus to the south. To the east these rocks are in contact with the intrusive Bali Monzogranite. To the south of First Find are the greenstones of the Ubini project that consist of mafic and ultramafic volcanic rocks overlain by a felsic volcanic sequence. East west oriented Proterozoic dykes cut the greenstone belts and granitic intrusives. Quaternary and Tertiary superficial deposits of alluvium and laterite obscure much of the bedrock. The general trend of the greenstone belt in the area is approximately NNE. South of the Great Eastern Highway the Bullabulling Shear Zone represents a mineralised corridor which is host to numerous gold mines and workings. This includes the Bacchus and Phoenix open pits which are currently owned by Norton Goldfields Limited ( NGF ) and on care and maintenance. Following extensive recent drilling comprising some 18,000 m, it is possible that mining will recommence. Structurally the area is dominated by the Bullabulling Shear together with northerly trending sub-parallel shears such as at First Find, WNW fault splays and associated dislocating E-W striking faults such as at Geko Bullabulling South Tenements The geology of the Endeavour area comprises extensively soil-covered NW trending Archaean-aged metasediments and mafic to ultramafic greenstones in contact with intrusive granite plutons (Figure 6). Much of the tenement area (E15/1294, M15/0901, and P15/ ) is underlain by granitic intrusive rocks and NW trending Archaean-aged felsic metasediments. Golden Eagle Mining - IGR Page 10

86 AM&A Independent Geological Report GEM Figure 6: Bullabulling South Geology and Tenement Map. The eastern side of the Bullabulling South tenements comprise three mining leases, namely M15/1791, M15/1260 hosting the Endeavour Mine workings, and M15/549. These tenements encompass Archaean-aged sedimentary/basalt sequences, high-magnesium basalts and amphibolites in thrust contact with the Bullabulling Shear Zone (named in 1998 by Resolute, as the Bacchus- Phoenix mineralised corridor ). Surface cover in the area is variable, but typically comprises less than a metre of lateritic or silty colluvium. In 1995, drilling encountered up to 15 m of transported lateritic overburden. It is possible that this thicker cover may correspond to the southern extension of a gold mineralised paleo-channel associated with the Bacchus open pit. Mineralisation within the Phoenix/Bacchus corridor occurs as a number of sub-parallel zones proximal to the contact between the hanging-wall meta-sedimentary rocks and footwall komatiite (or high Mg basalt). Golden Eagle Mining - IGR Page 11

87 AM&A Independent Geological Report GEM The mineralisation is reportedly lensoidal and anastomosing and usually hosted by meta-sedimentary rock sequences, however it does in some areas extend into the komatiite. At least six sub-parallel zones of gold mineralisation define a mineralised corridor having a true thickness of between m. Gold mineralisation is commonly associated with increased foliation, quartz-veining and calc-silicate pro-grade alteration (mineral assemblage including diopside, biotite, albite, carbonate, silica and pyrite). Palaeo-channel mineralisation has also been encountered immediately east of the Bacchus pit. The mineralisation reportedly occurs in a north-south striking channel which is about m wide and has been traced along strike for about 350m. The mineralisation reportedly is either at, or proximal to, the base of the Tertiary cover (fine grey clays and lesser grits) at about 20 m depth. 3.0 MINING AND EXPLORATION HISTORY OF THE PROJECT AREAS 3.1 Bullabulling Region Gold was first reported from the Bullabulling area of the Coolgardie Goldfield in West Australian Department of Mines records show that from , a total of tonnes returned oz of gold from North Bullabulling. Gold production in the Bullabulling South area for the same period shows a total of 704 tonnes grading 29.5 g/t Au. (WA Dept. Mines, 1954, List of Cancelled GMLs') Since that time, up until 2011, the total reported gold production from the Bullabulling area is 7.78 Mt grading 1.31 g/t Au for 326,489oz (Fahey 2011). Recent exploration commenced at Bullabulling between , when the area was systematically explored for nickel in a joint venture between Anaconda Mining Company ( Anaconda ) and Union Miniere Mining Company ( Union Miniere ). During , Western Mining Corporation ( WMC ) explored for both gold and nickel over the general Bullabulling Shear environs. Some 150 RC holes were drilled just north of the Phoenix Project intersecting narrow zones of gold mineralisation grading between g/t Au that later became the Phoenix Deposit area. In 1985, a joint venture ( JV ) between Valiant Consolidated Pty Ltd ( Valiant ) and Hillman Gold Mines Pty Ltd ( Hillmin ) explored for gold. Exploration included extensive ground magnetics, soil sampling, RAB and RC drilling which contributed to the discovery of the Bacchus gold deposit. In 1991 control of the JV ground passed onto the Ashton Group through the takeover of Hillmin and the purchase of the Valiant interest which was held by its subsidiary Central Kalgoorlie Gold Mines ( CKGM ). From the Ashton Group and CKGM carried out exploration in the Bullabulling area that subsequently led to development of a laterite gold resource that was subsequently exploited by on-site heap leaching. From , Samantha Gold NL ( Samantha ) carried out systematic soil sampling with both RAB and RC drilling of selected targets that identified further gold mineralisation at the Bacchus and Phoenix deposits. In 1993, Samantha and later Resolute Resources Ltd ( Resolute ) purchased the Valiant/Hillmin JV and the CKGM tenure. After the acquisitions, Samantha instigated a program of systematic soil sampling of previously untested ground, with RAB and RC drilling of selected targets, with the main focus on establishing reserves at the Bacchus and Phoenix deposits. In 1994, Samantha acquired tenements containing the Gibraltar Gold Mine ( Gibraltar ) from the Lyn Martin-John Schulberg Syndicate. Gibraltar was an open-cut mine developed between 1987 and 1988 through a joint venture between Electrum N.L. and Pan Australia Mining Ltd. In December 1988, the open pit was placed on care and maintenance. The work completed by Resolute in the Hobbit-Phoenix-Bacchus zone between 1993 and 1995 culminated in production starting at the Bullabulling Project based on stated Proven and Probable Ore Reserves totalling 3,178,500 tonnes grading 1.7 g/t for 178,000oz Au. Processing was through a dedicated on-site 1.1Mtpa facility. In September 1997, Resolute ceased this operation (Parker, P, Resolute Technical Report ). Golden Eagle Mining - IGR Page 12

88 AM&A Independent Geological Report GEM In 2011, the Bullabulling Shear and adjacent ground became the subject of exploration comprising data review, structural mapping and interpretation, resource modelling, validation diamond drilling and scoping level studies by Auzex Resources (ASX:AZX)(Fahey, G., 2011). In 2012 Bullabulling Gold (ASX: BAB, LON: BGL) was admitted to the Official List of ASX, ahead of the completion of a merger between Auzex Resources and GGG Resources (ASX: GGB, LON: GGG). The project encompassed a very large area of ground that extends some 30 km south from the Trans Australian Railway in a zone as much as 25 km wide centred on the Bullabulling shear. This ground is adjacent to, and within, the same gold mineralised structural zone as the GEE projects (Figure 4 and Figure 5). BAB completed a validation diamond drilling program comprising seven drill holes that reportedly were designed to: Test a new resource model Target known mineralisation of a 2.5 km portion of the Bullabulling Trend between the Bacchus and Phoenix gold/nickel mineralisation Provide detailed geological information relating to gold mineralisation Acquire detailed geological information across the full extent of the Bullabulling Shear (Fahey Jan. 2011) BAB published a JORC Code (2004) compliant Mineral Resource Summary at a 0.5 g/t Au cut-off prepared effective October, 2013 and it is presented in Table 1 (BAB - ASX December Quarterly Report 2013). Mineralisation Type Cut Off (g/t Au) Category Tonnes (Mt) Gold Grade (g/t) Contained Ounces Bullabulling Laterite 0.5 Inferred ,000 Bullabulling Fresh 0.5 Indicated ,279, Inferred ,257,000 * Bullabulling Trend Total ,584,000 Gibraltar 0.5 Inferred ,000 Project Total ,753,000 *Note: The resource for each cut-off grade is quoted for blocks with a grade of greater than the nominated cut-off grade. Differences may occur due to rounding. Table 1: BAB, Ordinary Kriged Grade Tonnage Reporting at Various Cut-Offs. In 2014 Definitive engineering was completed by BAB on four proposed open cuts, Bonecrusher and Dicksons north, and Phoenix and Gryphon south of the Great Eastern Highway. Bonecrusher and Dicksons are separated by the overhead power transmission line and below ground telecommunications cable. Rerouting the power line and telecommunications cable was supported by the expanded open pit production totalling 150,000 oz. A major relocation of the Great Eastern Highway was not supported due to limited ore being sterilised. The project had a forecast production of 175,000 oz of gold a year over a 13 year mine life with an all up cash cost of US$930/oz. Later in 2014 BAB was acquired by Norton Goldfields Limited ( NGF ) as part of their stated goal to double gold production. At the time of writing NGF was the subject of a scheme of arrangement where Zijin Mining Group Co Limited ( Zijin ) will acquire all the NGF securities that it does not already own Geko Project The Geko Project consists of the 10km 2 tenement M15/621. The tenement contains a mesothermal primary gold system hosted in Archaean greenstone rocks of the Yilgarn Craton. The upper part of the mineralisation zone has been enriched by supergene mineralisation and there is thin alluvial gold mineralisation sitting above this. Mineralisation at Geko has been identified by RAB drilling below a 52 ppb Au in soil anomaly. Further drilling identified a linear mineralised zone striking over a length of 1 km following a structure referred to as the Geko Shear. Golden Eagle Mining - IGR Page 13

89 AM&A Independent Geological Report GEM The main Geko gold mineralisation zone is approximately 50 m wide with a strike length of 500 m dipping to the SE with a moderate to steep dip. Drilling has tested the mineralisation to a depth of 180 m where it remains open, but below this high grade shoots in the primary zone have been poorly tested. Primary gold mineralisation is present along the contact between the mafic schist and ultramafic host rocks, with an upper weathered zone of saprolite and mottled zone containing primary and supergene. The weathered saprolite mineralisation is overlain by a mineralised palaeochannel, where basal sands host placers of alluvial gold. Between 1988 and 1993 Newcrest Mining Ltd ( Newcrest ) explored the Geko area where exploration included aerial photography captured at 1:10,000 and 1:50,000 scale, geological mapping, 147 km of ground magnetics, 480 soil samples, 253 RAB drill holes, 110 aircore drill holes, 23 RC drill holes and 13 diamond drill holes. In 1996 Nexus Minerals NL ( Nexus ) completed exploration programs including geological and structural mapping, 98 soil geochemical samples, 470 m of RAB drilling, three diamond drill holes, resource modelling, metallurgical test work, geotechnical reviews and anthropological studies. The most significant grades returned from existing drilling at Geko are included in Table 2 below. A list of all drill hole locations and results for material drill holes drilled at the Geko project (showing all intercepts greater than 0.8 g/t Au) is set out in Appendix 2 to this Report. Appendix 2 also includes the JORC (2012) Table 1 Compliance Statement which further sets out details of the exploration results, including the sampling techniques and data acquisition methods. Hole_ID From m To m Width m Grade g/t Au BR BR BR BD BR BR Table 2: Geko Significant Drill Intercepts. Diagrams of the collar locations of all drill holes drilled on the Geko project are set out in Figure 19 and 20 at Appendix 2 to this Report. Further metallurgical testwork was conducted later in 1998 by Oretest and Lycopodium Pty Ltd as part of a broader review of suitable options for future development. This work showed generally good gold recoveries, but the high clay content in the palaeo-channels and supergene ore could increase cyanide and lime consumption but that this could be overcome with ore blending. A comparison of vat leach, heap leach and conventional CIL processing options confirmed that a conventional treatment option ensured better financial returns. Some additional work was completed checking the assay database and completing a statistical analysis of check assays. All this data is to be reviewed. Some low grade nickel enrichment was noted in the weathered profile of some drill holes and while this alone would not necessarily be an indication of deeper sulphide mineralisation it does highlight the potential for Cawse style nickel cobalt laterite mineralisation. Several anthropological and heritage surveys have shown that there are no native title claimants or ethnographic sites in the tenement that would prevent access and exploration activities. Bullabulling Gold completed some additional confirmation drilling in 2012 but results are unavailable. Golden Eagle Mining - IGR Page 14

90 AM&A Independent Geological Report GEM First Find Project First Find has been the subject of exploration since the 1900s with 117 drill holes completed within M15/59 and M15/826, 20 of those drilled by GEE, mostly at the First Find project. A cross section of the First Find drill holes drilled by GEE are shown in Figure 7 and the most significant grades from existing First Find drilling are in Table 3 below. A list of all drill hole locations and results (showing all intercepts greater than 0.8 g/t Au) are set out in Appendix 4 to this report. Hole_ID From m To m Width m Grade g/t Au FFRC FFRC PDH PDH FFC FF PDH FFRC PDH HNF FF Table 3: First Find Significant Drill Intercepts. Figure 7: First Find Cross Section View In 2004, diamond drill investigation at First Find (JCD 001, within GEE s M15/59) intersected multiple, narrow, highgrade gold shoots within shears and deformed zones of low-grade gold mineralisation. Golden Eagle Mining - IGR Page 15

91 AM&A Independent Geological Report GEM The potential for gold mineralised zones occurring at depths in excess of 200 m has been confirmed by the presence of gold-mineralised quartz veins intersected in deep exploratory drilling by previous exploration. There is also evidence that the ore shoots are possibly increasing in width at depth where pyrrhotite becomes the dominant sulphide (Paterson P. 2004). In 2010 and 2011, GEE carried out exploration within the First Find prospective areas including: Processing historical aerial magnetic data which became available on open-file for in-house interpretation. MMI soil sampling within M15/1454. Site investigations and geological mapping within M15/59, M15/1083, M15/1035 and M15/1454. Computer modelling of previous drill intersections on First Find M15/59. RC drilling of fourteen holes FFRC 01 FFRC 14. Continued MMI soil sampling was to be carried out on selected targets covered by previous MMI or surface soil geochemistry surveys. These target areas being along strike of the Bullabulling Shear and First Find workings within M15/826, M15/1035 and M15/1454. The MMI results returned from M15/1454 indicated that the prospectivity for gold may be below a cover of transported soils. From the site investigations and geological mapping a number of drill targets were generated for future investigation. RC drilling at First Find conducted in May 2011 located a significant gold mineralised structure at a depth of about 80 m. This mineralised First Find shear is probably a minor offshoot of, and sub-parallel to, the Bullabulling Shear that is host to the Bullabulling resource. This First Find shear occurs within a corridor that represents a zone of maximum dilation some 55 m wide. This corridor has a near-vertical dip to the west and underlies older mine workings that include the South Shaft, Hat Shaft and Main Shaft. This recent drilling shows that the main gold shoot plunges north at about 45 0 near the South Shaft. Figure 8 and Figure 9 show the interpreted shear zone, with the high grade intercepts thought to represent the significant gold shoot, which is further represented in long section in Figure 10. Gold mineralisation dip gently to the west and it is believed to vary in thickness across the width of the shear zone due to variable structural dilation. It is also interpreted that the mineralisation will plunge to the north to an undetermined depth (Paterson, 2011). Golden Eagle Mining - IGR Page 16

92 AM&A Independent Geological Report GEM Figure 8: First Find Cross-Section N Showing Interpreted Mineralisation within Shear. Golden Eagle Mining - IGR Page 17

93 AM&A Independent Geological Report GEM Figure 9: First Find Cross-Section N Showing Interpreted Mineralisation within Shear Zone. Golden Eagle Mining - IGR Page 18

94 AM&A Independent Geological Report GEM Figure 10: First Find Long-Section E with Significant Drill Intercepts. In 2013 a ground based magnetic survey (represented in Figure 7: ) and following this an auger soil geochemistry sampling program was completed. The auger program comprising 147 holes ranging in depth from 0.5 to 2.0 m selected the carbonate rich layer within the near surface regolith zone. This layer is often a site where gold anomalism can be traced and can be a result of deeper mineralisation that has no surface expression. The auger soil sampling was conducted to the north and south of the First Find workings on M15/826 and M15/1035 and near the south western corner of M15/1454. Auger samples were collected at 25 m spacings on traverse lines 200 m apart. Golden Eagle Mining - IGR Page 19

95 AM&A Independent Geological Report GEM From this survey a significant nickel anomaly occurred identifying the western mafic-ultramafic contact on M15/1035. Further GEE RC drilling in 2013, comprising 811 m in six drill holes (FFRC ), intersected alteration and structural deformation considered to be part of a NW mineralised structure. The drill hole locations and results for material drill holes are set out in Appendix 4 to this report. Results from drill hole FFRC017 were 2 m at 0.81 g/t Au from 10 m and 2 m at 0.57 g/t Au from 42 m. This is west of the strike extent of the First Find shear and this structure should be traced further east to its intersection with the main shear and drill tested. In drill hole FFRC20 a quartz-pegmatite vein was intersected from m. Surface mapping has indicated that quartz pegmatites occur as thick veins trending in a NW direction. It is thought that where the NW structures intersect a NNE trending shear, significant gold mineralisation will occur similar to the geological model proposed for First Find. In 2014, auger soil sampling was continued to infill the 2013 program to 100 m line spacings. The lines were extended to the east across the mafic-ultramafic contact on M15/1454. A total of 164 holes for 168 m ranging from 0.5 m 2.0 m depth were drilled. A further 244 auger holes were completed in December 2014 for m. These holes tested the southern extension of the gold anomaly discussed above. These samples are yet to be assayed but will be a priority prior to commencing any further exploration works Ubini Project This project includes areas immediately north and south of the Great eastern Highway where an amblygonite mine in the early 1900s exploited the Ubini Pegmatite. Located to the north of the Ubini mineralisation are the abandoned gold workings of Helen's Find. The amblygonite was discovered while prospecting for tin in a pegmatite vein. It was of economic interest for the phosphor, lithium, and fluorine. A trial lot was forwarded to London to test the market. A mineralised corridor extends north from Ubini which lies in contact with the Bali Monzogranite. This corridor contains beryl and emerald mineralisation which occurs in shear zones within a biotite schist parallel to the strike of the greenstone belt. The mineralised structure at the excised Ubini Emerald prospect comprises a biotite schist within a shear dipping to the west. Early in 2014 a soil sampling program was completed south of First Find. This work comprised 105 lag and 105 soil samples over a 2.4x1.4 km grid on tenements P15/5603, P15/5604 and P15/ m spaced samples on five lines orientated were designed to cover the mapped greenstone units and extend a suitable distance each side of the granite contact. The peak assay result for gold in the sampled soils was 15 ppb and 445 ppm for nickel. Peak results of 11 ppb Au and 158 ppm Ni were obtained from the lag samples. The gold and nickel targets generated from soil samples are shown in Figure 11. Later in 2014 an auger sampling program was completed on the northern part of the Ubini where some historical gold in soil anomalism was noted on a large scale NE structure. Golden Eagle Mining - IGR Page 20

96 AM&A Independent Geological Report GEM Bungarra Project Figure 11: Ubini Soil Sample Anomalies for Gold and Nickel Exploration at the Geko gold deposit, NW of the Bungarra Project, and within the Bullabulling Shear Zone to the south has confirmed the presence of widespread gold mineralisation both within, and adjacent to, the Bullabulling Shear Zone and associated sub-parallel splays, over a strike length of some 20 km and to depths in excess of 350 m. The gold mineralisation is associated with near-surface laterite and placer deposits, underlying saprolitic supergene enrichment and primary quartz-vein-hosted gold mineralisation. A small drill program comprising 6 RC and 11 RAB drill holes tested the MMI anomaly. No significant gold anomalism was noted in this program although some of the drilling comprised vertical drill holes which, based on the Geko model, is a suboptimal orientation. In 2014 a review of the previous work was carried out at Bungarra covering the limbs of a west plunging, synclinal fold comprising mafic and ultramafic stratigraphy. Auger soil geochemistry was conducted over the west, central and east limb of this complex structure. A total of 414 auger holes were completed for m. The topography at the West Limb prospect is dominated by a lateritised hill comprising south west trending mafic and ultramafic rocks. Auger sampling program was designed based around a magnetic anomaly on a 200x50 m grid. Golden Eagle Mining - IGR Page 21

97 AM&A Independent Geological Report GEM A total of 198 holes were drilled for 225 m ranging from m depth. Peak assay results of 15ppb Au and 436 ppm Ni were returned. The targets generated from soil samples are shown in Figure 12. The Central Limb prospect covers an interpreted folded mafic-ultramafic sequence consistent with the stratigraphy and structure of the Geko gold deposit 2 km to the NW. Previous drilling in this area has returned anomalous gold similar to supergene mineralisation encountered at Geko. 80 auger holes were completed for 83 m on a 200x50 m grid. A weak gold anomaly could represent a north-west structural trend. At the southern tenement boundary of the Central Limb prospect previous drilling by Resolute intersected anomalous gold where geochemical anomalism was noted at the confluence of two structural trends. The Eastern Limb prospect covers a mafic-ultramafic sequence which host quartz reefs, aplite and pegmatite dykes in a peridotitic host rock. The central ultramafic unit was the focus of nickel exploration in the early 1970s. Auger sampling was completed on a 200x50 m grid that returned peak assay results of 34 ppb Au and 373 ppm Ni. A total of 136 holes that ranged in depth from m for m were drilled. The targets generated from soil samples are shown in [Figure 12]. Golden Eagle Mining - IGR Page 22

98 AM&A Independent Geological Report GEM Figure 12: Bungarra Project Auger Sampling Targets - Nickel. Golden Eagle Mining - IGR Page 23

99 AM&A Independent Geological Report GEM Sunchaser-Reservoir Project The Sunchaser-Reservoir project has been the subject of historical soil and auger sampling. This work in conjunction with magnetic interpretation has delineated two significant NNW-SSE faults that transect the tenure, the more northerly known as the Python Fault and the more southerly as the Reptile Fault. These faults are considered to be relatively shallow angled thrust faults. Both faults are known to be mineralised, the Python Fault near Stewarts Siding in the north and the Reptile Fault where it trends towards the Bacchus/Phoenix open pits to the SE (Figure 13). In 2013 GEE completed a ground magnetic survey over the entire project area to better define the structures likely and known to contain gold mineralisation. Targets were generated for an auger sampling program and included areas with historical geochemical anomalies and areas of geological and structural complexity particularly near the intersection of known faults and an interpreted NNE lineation. On both tenements E15/1193 and E15/1296 there are a number of other soil geochemical anomalies and isolated discrete magnetic highs that warrant further investigation. On E15/1193 the intersection of quartz vein structures and a magnetic high immediately to the north constitutes a target of some 2.0 x 1.5 km in area. On E15/1296 the extension of the NNE lineament or structure, its proximity to the Reptile Fault and the interpreted amphibolite - basalt contact constitutes a target area covering a 1.5 x 2.5 km in area. The southern target was tested by a total of 338 auger holes comprising m late in The samples for these holes are yet to be analysed. Golden Eagle Mining - IGR Page 24

100 AM&A Independent Geological Report GEM Endeavour Project Figure 13: Sunchaser - Reservoir Auger Sampled Target Areas - Gold. In 1998, Resolute, in association with the vendors Mr C. Chitty and Devant Pty Ltd, carried out comprehensive soil sampling of their Bullabulling South tenements that included tenements now held by GEE. In addition to soil sampling, 12 RAB holes investigated the Endeavour mine area. This exploratory drilling defined a number of gold anomalies, the most significant being located within M15/1260 and M15/1791, where gold values ranged from 0.87 g/t Au to as much as 9.12 g/t Au. A list of all drill hole locations and results (showing all intercepts greater than 0.8 g/t Au) is set out in Appendix 4 to this report. Golden Eagle Mining - IGR Page 25

101 AM&A Independent Geological Report GEM In 2011, exploration was conducted by GEE to more fully investigate the prospectivity of these tenements. The work included data review, air photo interpretation and mapping. Other on site investigations included metal detecting and gold panning of drill hole cuttings in areas where previous mining activity was evident. Aeromagnetic data obtained from the WA Department of Mines and Petroleum ( DMP ) was used to target areas worthy of more detailed investigation and a fact map of the Endeavour workings was completed on mining lease M15/1260 indicating the presence of quartz veins and pegmatites in several costeans. In May 2011, a RAB drilling program was undertaken by GEE within M15/1791, to test the significant gold and silver soil anomalies identified from the MMI geochemical soil survey. The holes were drilled at 25x25 m centres on the western end of the gold soil anomaly that had returned peak contours above 300 ppb. Fifty-six vertical holes (E01 E56) were drilled for a total of 2,442 m with samples collected as 4 m composite samples. The most significant result was from Hole E45 which returned a bottom-of-the-hole intersection of 5 m at 1.7 g/t Au from 40 m with other holes of interest including E3, E10, E49 and E55. Significant drill intercepts are shown in Table 4 with holes E45 and E55 both ending in mineralisation. HOLE ID INTERVAL (m) GRADE g/t Au COMMENTS E E E E EOH E E E E EOH Table 4: M15/1791 RAB Significant Drill Intercepts. Additional RC drilling was required to investigate the anomalous results returned from RAB holes near the western boundary of M15/1791 and in the vicinity of the Endeavour Mine workings present in M15/1260. Reverse Circulation drilling of 22 holes for 2,012 m was undertaken with significant intersections summarised in Table 5. The limited drilling completed to date has confirmed the presence of significant supergene and primary gold mineralisation within the project area overlain by laterite mineralisation that warrants additional drill investigation. Hole_ID From m To m Width m g/t Au BSC ENRC ENRC ENR ENRC ENRC ENRC BSC BSC BSC Table 5: Significant RC Drill Intercepts from the Endeavour Project. All samples were submitted to SGS Laboratory, Kalgoorlie for gold analysis. The location of the drill holes completed at the Endeavour project are shown in Figure 14. Golden Eagle Mining - IGR Page 26

102 AM&A Independent Geological Report GEM Figure 14: Endeavour Drillhole Collars over Magnetic Image. Figure 15, Figure 16 and Figure 17, depict the drilling completed to date at Endeavour on the E, E and E cross sections. The low-grade laterite cap is clearly visible above the supergene and primary mineralisation. Most recently at Endeavour a ground magnetic survey was completed. The image produced from the survey is shown in Figure 14 and interpretation of this image has helped better define likely structures controlling gold mineralisation and located a potential sub-parallel structure further to the south. Late in 2014, 369 auger soil sampling holes were complete in the southern part of Endeavour for m but these samples are yet to be analysed. This sampling was planned to target a magnetic high in E15/1294. Golden Eagle Mining - IGR Page 27

103 AM&A Independent Geological Report GEM Figure 15: Endeavour Cross-Section E with Interpreted Mineralisation. Figure 16: Endeavour Cross-Section E with Interpreted Mineralisation. Golden Eagle Mining - IGR Page 28

104 AM&A Independent Geological Report GEM Figure 17: Endeavour Cross-Section E with Interpreted Mineralisation. 4.0 PROPOSED EXPLORATION PROGRAM AND BUDGET 4.1 General GEE will conduct additional geological mapping and geochemical surveying with the aim to provide more drill targets. The mapping program will allow the production of high quality regolith, fact geology, and interpreted geological maps that will form the basis for future drilling. The regolith mapping will be integral to determining if some historical soil sampling was ineffectual. GEE is of the opinion that current soil sampling did not always adequately test some highly prospective areas. The outcome of the regolith mapping should enable GEE to quickly define prospective areas that were previously not investigated adequately and allow resampling with the most appropriate method. Preliminary seismic interpretation from the Bullabulling area completed by others has led to a better understanding of the geology and structure of the region and, as a consequence, allows a better understanding of the Bullabulling Trend and its potential to host high-grade gold mineralisation. The advantage of the seismic method is the depth to which investigations can be conducted, in general, several times deeper than other geophysical methods allowing exploration of deep structural targets. An orientation survey has been budgeted with an electromagnetis survey. 4.2 Exploration of the Project Areas Regional exploration planned for years one and two will examine both project groups as summarised in Tables 5 & 6. Bullabulling North includes expenditure on the Geko, Bungarra, First Find, Sunchaser-Reservoir, and Ubini projects. Bullabulling South contains the Endeavour Project expenditure. The Project areas over a regional magnetic image are shown below in Figure 18. Golden Eagle Mining - IGR Page 29

105 AM&A Independent Geological Report GEM Bullabulling North Projects Figure 18: Project Areas on Regional Magnetic Image Geko Project The Geko gold project, although well drilled and comprising extensive gold mineralisation, needs verification work such that a JORC Code (2012) compliant resource and reserve can be established. The scope of this work is not yet prepared but it is clear that this exercise represents the best opportunity for GEE to commence early gold production from any potential JORC Code compliant Reserve. It is possible that some infill drilling may be required. Golden Eagle Mining - IGR Page 30