Annual General Meeting Addendum
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Dart Mining NL
ACN 199 904 880
(Company)
Addendum to Notice of Annual General Meeting
Dart Mining NL (ACN 199 904 880) (Company) hereby provides this addendum (Addendum) to the Notice of
Annual General Meeting dated 26 October 2026 (Notice).
The Meeting will be held virtually on Wednesday, 25 November 2026 at 11.00am (AEDT).
Defined terms in the Notice have the same meaning in this Addendum unless otherwise stated.
This Addendum is supplemental to the original Notice and should be read in conjunction with the Notice. Save for
the amendments set out below, the Notice remains unchanged.
The numbering used in this Addendum is a continuation of the numbering used in the Notice.
This Addendum should be read in its entirety. If Shareholders are in doubt as to how they should vote they should
seek advice from their suitably qualified professional advisors prior to voting. Should you wish to discuss the
matters set out in this Addendum, please do not hesitate to contact the Company Secretary on (03) 9642 0655.
Shareholders are urged to vote by lodging the replacement Proxy Form.
Additional Resolution
By this Addendum:
(a) an additional Resolution 6 as detailed below is added to the Notice and will be considered at the
Meeting; and
(b) new Sections 9 and 10 and Schedules 4 and 5, and amendments to Schedule 1 in respect of the
additional Resolution are added to the Explanatory Memorandum in relation to the Notice.
Replacement Proxy Form
A replacement Proxy Form (Replacement Proxy Form) has been made available with this Addendum.
If Shareholders wish to have their votes counted by proxy in respect of Resolution 6, Shareholders must use
the replacement Proxy Form to vote on ALL Resolutions. In the event that a Shareholder provides a
Replacement Proxy Form, any Proxy Form dispatched with the original Notice which has been completed by
that Shareholder will be disregarded. If you have already voted and do not wish to vote on Resolution 6 or
otherwise change your proxy vote, you do not need to take any action, as the proxy you previously submitted
remains valid.
3467-0807-9186, v. 5
The Company may accept Proxy Forms dispatched with the original Notice received from Shareholders in the
event that a Replacement Proxy Form is not provided by the relevant Shareholder.
Your proxy voting instruction must be received by 11.00am (AEDT) on Monday, 23 November 2026, being not
later than 48 hours before the commencement of the Meeting.
BY ORDER OF THE BOARD
Julie Edwards
Company Secretary
Dart Mining NL
Dated: 9 November 2026
Page 3
AGENDA
The following additional Resolution is inserted in the Notice as follows:
Resolution 6 – Approval to dispose of the Sale Assets
To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the
following:
'That, for the purposes of Listing Rule 11.4.1(b) and for all other purposes, approval is given for
the disposal of the Sale Assets to Indigo, on the terms and conditions in the Explanatory
Memorandum.’
Voting exclusion
Pursuant to the Listing Rules, the Company will disregard any votes cast in favour of
Resolution 6 by or on behalf of Indigo or any other person who will obtain a material benefit as
a result of the Disposal (except a benefit solely by reason of being a Shareholder), or any of
their respective associates.
The above voting exclusion does not apply to a vote cast in favour of Resolution 6 by:
(a) a person as proxy or attorney for a person who is entitled to vote, in accordance with
directions given to the proxy or attorney to vote on the Resolution in that way; or
(b) the Chair as proxy or attorney for a person who is entitled to vote, in accordance with
a direction given to the Chair to vote on the Resolution as the Chair decides; or
(c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on
behalf of a beneficiary provided the following conditions are met:
(i) the beneficiary provides written confirmation to the holder that the beneficiary
is not excluded from voting, and is not an associate of a person excluded from
voting, on the Resolution; and
(ii) the holder votes on the Resolution in accordance with directions given by the
beneficiary to the holder to vote in that way.
EXPLANATORY MEMORANDUM
The following new Sections and Schedules are added to the Explanatory Memorandum in relation to
the Notice in respect of Resolution 6 as follows:
9. Details of the Disposal
9.1 Summary
On 9 June 2026, following the Company’s initial announcement on 17 March 2026 regarding
the execution of a non-binding term sheet, the Company announced that it had entered into a
binding sale and purchase deed (SPD) with Indigo Metals Limited (Indigo), an unrelated party
of the Company, for the sale of the following assets (Disposal):
(a) 100% of the issued share capital of Mt Unicorn Holdings Pty Ltd (Mt Unicorn)
(excluding the Buckland Gold Project), which is the sole holder of the Mt Unicorn
Project;
(b) the Sandy Creek Project;
(c) the Tallandoon Project; and
(d) the Corryong Project,
(together, the Sale Assets) to Indigo in return for (together, the Consideration):
(e) the payment of a deposit of $200,000 in cash (Deposit), which has been paid;
(f) the payment of $3,600,000 in cash, less the Deposit;
(g) the issue of 17,500,000 fully paid ordinary shares in the capital of Indigo at a deemed
issue price of $0.20 per share; and
(h) the grant of a 2.5% Net Smelter Revenue Royalty on all antimony production from the
Sandy Creek Project and the Tallandoon Project, and from any successor mineral
tenements to those tenements (the Royalty).
The Disposal was conditional on the passing of a resolution substantially similar to Resolution
6 (which was passed on 10 August 2026), in addition to Indigo receiving from ASX a notice of
its intent to admit Indigo to the official list of the ASX, subject only to usual/customary
conditions (together, the Conditions Precedent).
Indigo intends to:
(a) acquire:
(i) the Sale Assets; and
(ii) 100% of the shares in Hidden Dome No 1 Pty Ltd and Hidden Dome No 2 Pty
Ltd, which together hold 100% of the Queensland mining licences ML 20496
and ML 20505; and
(b) undertake an initial public offer and seek admission to the official list of the ASX
(Listing).
9.2 Amendments to the SPD
As announced on 3 November 2026, the Board has agreed to reduce the Consideration
payable by Indigo to the Company under the SPD to the following (together, the Amended
Consideration):
(a) the payment of the Deposit, which has been paid;
(b) the payment of $1,800,000 in cash as follows:
(i) $1,000,000 payable within 5 business days of Listing (Upfront Cash
Consideration); and
(ii) $800,000 payable within 5 business days of the achievement of the Milestone
(Milestone Cash Consideration);
(c) the issue of 10,000,000 fully paid ordinary shares in the capital of Indigo at a deemed
issue price of $0.20 per share1 (Consideration Shares); and
(d) the Royalty.
The Board agreed to the revised terms to support Indigo’s IPO in light of changed market
sentiment since the SPD was announced. In the Board’s view, the change reflects conditions
in the IPO market rather than any reassessment of the Projects. The Company has agreed to
amend the terms of the SPD to reflect the Amended Consideration conditional upon:
(a) Indigo granting the Company a right of first refusal in respect of any diamond drilling
programme at the Mt Unicorn Project or the Hidden Dome Project which Indigo or its
related bodies corporate propose to undertake and fund;
(b) Indigo paying the Company a further non-refundable deposit of $50,000 (which shall
be deducted from the Upfront Cash Consideration); and
(c) to the extent that the Disposal does not complete by 26 February 2027 (or such other
date as agreed in writing between the Company and Indigo), the SPD will be
terminated.
9.3 Key steps in the Disposal
The Disposal comprises the following key steps:
(a) Shareholder approval being obtained for the Disposal for the Amended Consideration
(the subject of Resolution 6);
(b) Indigo receiving from ASX a notice of its intent to admit Indigo to the official list of the
ASX, subject only to usual/customary conditions; and
(c) Completion of the SPD, including obtaining all necessary and incidental Government,
regulatory and third-party consents for the transfer of the Sale Assets to Indigo.
1
While Indigo has not yet finalised the terms of its proposed listing on the ASX, including the proposed issue price, the
Company determined that the deemed issued price for the Consideration Shares of $0.20 each is appropriate as it is based on
the minimum issue price of Indigo shares in accordance with Listing Rule 2.1, Condition 2.
9.4 Indicative timetable
Event Date
Execution of SPD and announcement of Disposal 9 June 2026
Execution of deed of variation and announcement of variation of SPD 3 November
2026
Annual General Meeting 25 November
2026
Completion of the SPD On or around
26 February
2027
Note: The dates shown in the table above are indicative only and may vary subject to the
Corporations Act, the Listing Rules, and other applicable laws.
9.5 Rationale for the Disposal
The Company’s primary focus continues to be mineral exploration and the examination of new
resource opportunities. In addition to the Company’s Sale Assets (being the subject of this
Resolution), the Company holds interests in its flagship Triumph Gold Project and the
Coonambula Antimony-Gold Project2 located in central Queensland (together, the
Queensland Assets) and a suite of secondary projects across Victoria including the
Rushworth and Walwa projects.
The recent activities undertaken by the Company include:
(a) Completion of rock chip sampling at Triumph Gold Project: As announced on 26
March 2026, the Company completed this sampling in December 2025 with the aim of
further defining priority targets for resource growth in Triumph’s Northern Corridor and
areas adjacent to the Norton Mine. Refer to Company’s quarterly report dated 30 April
2026 for further details.
(b) Diamond drilling at the Coonambula Antimony-Gold Project: The Company
commenced diamond drilling at the Coonambula Antimony-Gold Project on 28
November 2025, with 4,100 metres of drilling being completed as at 4 June 2026. Refer
to Company’s quarterly report dated 30 April 2026, and recent announcements dated
4 and 10 June 2026 for further details.
(c) Acquisition of Skarn Ridge Project: As announced on 11 February 2026, the
Company completed the acquisition of highly prospective, underexplored projects in
the south-eastern region of Queensland which include an existing EPM (28873) and
EMPA (28868).
(d) Proposed sale of Buckland Gold Project: As announced on 17 March 2026, the
Company has entered into a binding sale and purchase term sheet with Daybreak
2
The project is a Farm-In Joint Venture agreement with Great Divide Mining (ASX:GDM), with the Company having rights to
earn up to 51% interest in 6 tenements forming the Coonambula Antimony-Gold Project.
Minerals Pty Ltd for the sale of the Company’s 100% interest in the Buckland Gold
Project located in north-east Victoria.
(e) Proposed acquisition of seven highly prospective EL applications: As announced
on 29 May 2026, the Company has entered into a binding term sheet with Core Uranium
Limited for the acquisition of ~4,700km² in tenement applications as a package in the
Pine Creek region of the Northern Territory, prospective for gold, copper, tungsten, tin,
and uranium. Refer to the Company’s announcement dated 29 May 2026 for further
details.
(f) Proposed acquisition of WA gold project and firm commitments received for $2
million placement: The Company has entered into a binding share purchase
agreement for the acquisition of 100% of the issued capital of EE II Pty Ltd and EE IV
Pty Ltd which, collectively, hold one (1) granted exploration licence and seven (7)
exploration licence applications located in the Yamarna district of Western Australia. In
conjunction with the proposed acquisition, the Company received firm commitments
from professional and sophisticated investors for a two-tranche share placement to
raise $2,000,000 (before costs).
(g) Maiden Drilling at Walwa Tin Project: Maiden diamond drilling at the Walwa Tin
Project on EL007426 in Northeast Victoria commenced in the week of 12 October 2026.
The program moves the Company’s priority project from data review and sampling into
the drill phase, testing two never-drilled targets beneath the historic Walwa (Mt Alwa)
tin mine for continuity of mineralisation at depth.
Further details in respect of the Company’s projects are set out in the Company’s annual report
released to ASX on 30 September 2026.
Following a review by the Board and given the prospectivity of the Queensland Assets, the
Board considers that the Company cannot reasonably prioritise resources to optimise the
exploration potential of the Sale Assets and that the value of the Sale Assets is not being fully
reflected in the Company’s Share price. Accordingly, the Company determined that the Sale
Assets should be considered a non-core asset and that alternatives to divest the Sale Assets
should be explored.
9.6 Advantages and disadvantages of the Disposal
(a) Advantages
(i) The Board considers the Sale Assets to be non-core to its strategic objectives.
(ii) The Board will be able to focus on, and prioritise, the development of the
Company’s other projects, in particular the Queensland Assets.
(iii) The Disposal will provide the Company with an additional $2,000,000 in cash
(subject to satisfaction of the Milestone with respect to the Milestone Cash
Consideration), which will be directed towards exploration and development
of its existing projects.
(iv) The Company will retain an indirect interest in the Sale Assets by virtue of its
shareholding in Indigo (following its admission to the official list of ASX) and
the Royalty, which may generate further value for Shareholders.
(v) The Board sees considerable underlying value in the Sale Assets that is not
being valued by the market and, therefore, a dedicated fully funded vehicle
may realise appropriate value for Shareholders.
(b) Disadvantages
(i) The Company will no longer directly hold and have control over the Sale
Assets, which may not be consistent with the investment objectives of all
Shareholders. The Sale Assets will be managed by Indigo following
completion of the Disposal.
(ii) The Company will incur costs associated with the Disposal including, but not
limited to legal, accounting, and advisory fees incurred in the preparation of
documentation required to give effect to the Disposal and tax advice obtained
in relation to any taxation consequences of the Disposal.
(iii) There is no guarantee that the market in Indigo shares upon admission to the
official list of ASX will be liquid should the Company wish to realise its returns
from the issue of the Consideration Shares in the future.
(iv) There is no guarantee that, for reasons outside of the Company’s control, the
Disposal will proceed to completion.
9.7 Effect of the Disposal on Shareholders
(a) What will you receive?
If the Disposal is implemented, the Company will receive the Amended Consideration
(including the Consideration Shares).
The Company intends to retain the Consideration Shares following completion of the
SPD rather than undertaking an in-specie distribution to its Shareholders. On that
basis, Shareholders will not receive any shares in the capital of Indigo because of the
Disposal but will continue to retain an economic exposure to the Sale Assets via the
Company for as long as the Company retains the Consideration Shares.
(b) What is the impact on your shareholding?
The number of Shares you hold will not change as a result of the Disposal. The rights
attaching to your Shares will also not alter.
If the Disposal is completed, the value of your Shares may be affected. The removal
of the Sale Assets from the Company's asset portfolio may reduce the value of your
Shares, however this may be offset by the value of the Company’s shareholding in
Indigo by virtue of the Consideration Shares. The extent of any impact will be
dependent on the value ascribed by the market to the Sale Assets and the
Consideration Shares from time to time.
(c) What is the effect of the Disposal on Options and Performance Rights?
The Disposal will have no effect on the terms of the Options or Performance Rights of
the Company currently on issue.
(d) What are the taxation implications of the Disposal?
No significant taxation ramifications are anticipated as a result of the Disposal.
9.8 Costs of the Disposal
The total approximate expenses of the Disposal are:
Disposal Costs A$
Legal fees 25,000
Tax advice 1,000
Co Sec/Accounting/admin 10,000
Contingency 10,000
Total Disposal Costs 46,000
9.9 Overview of the Sale Assets
Details of the tenements which comprise the Sale Assets, together with any encumbrances (if
any) are set out in Schedule 4.
(a) Mt Unicorn Project
The Mt Unicorn Project consists of one granted retention licence.
Mt Unicorn, a wholly owned subsidiary of the Company, currently holds 100% of the
licence comprising the Mt Unicorn Project.
The Company has conducted extensive percussion and diamond drilling, geophysics,
geochemistry, environmental, social, logistical and metallurgical studies culminating in
a JORC Mineral Resource Estimate and Pre-Feasibility Study.
(b) Sandy Creek Project
The Sandy Creek Project consists of two granted exploration licences.
The Company currently holds 100% of the licences comprising the Sandy Creek
Project.
The Company has conducted extensive soil and rock chip regional geochemistry,
prospect mapping and limited RAB Percussion drilling at key prospects.
(c) Tallandoon Project
The Tallandoon Project consists of one granted exploration licence.
The Company currently holds 100% of the licence comprising the Tallandoon Project.
The Company has conducted limited regional rock chip sampling and prospect
mapping.
(d) Corryong Project
The Corryong Project consists of one granted exploration licence.
The Company currently holds 100% of the licence comprising the Corryong Project.
The Company has undertaken compilation of past data, including regional and
prospect scale soil and rock chip geochemistry previously undertaken by the
Company under expired tenements over the area including focused percussion (RC &
RAB) drilling at the Mountain View Gold Project culminating in the estimation of a
small JORC Mineral Resource Estimate. 5 diamond drill holes were also completed at
the North Mammoth Porphyry Project under expired EL4726 in the search for
porphyry mineralisation north of the Saltpetre Gap Fault within the tenement.
10. Resolution 6 – Approval to dispose of the Sale Assets
10.1 General
The background to the Disposal is summarised in Section 9 above. Details of the Sale Assets
are provided in Section 9.9 and Schedule 4.
Shareholders previously approved the disposal of Sale Assets at the general meeting of the
Company held on 10 August 2026. The Company is now seeking a refreshed Shareholder
approval as it proposes to amend the terms of the SPD as summarised in Section 9.2 above.
The balance of the terms of the Disposal as previously approved by Shareholders remains
unchanged.
Resolution 6 seeks Shareholder approval to dispose of the Sale Assets to Indigo under and
for the purposes of Listing Rule 11.4.
10.2 Listing Rule 11.4
Listing Rule 11.4(a) relevantly provides that a listed entity must not dispose of a major asset
if, at the time of disposal, it is aware that the person acquiring the asset intends to offer or
issue securities with a view to becoming listed.
Listing Rule 11.4.1(a) and (b) provide exceptions to Listing Rule 11.4(a), namely:
(a) if all the securities in the spin-out vehicle are offered, issued or transferred pro rata to
the holders of ordinary securities in the listed entity or in any other way that, in ASX's
opinion, is fair and reasonable in all circumstances; or
(b) shareholders of the listed entity approve the spin-out.
ASX has confirmed that the Sale Assets represent a “major asset” of the Company for the
purposes of Listing Rule 11.4. As Indigo is acquiring the Sale Assets for the purposes of a
proposed listing on the ASX, the Disposal is regarded as a non-standard spin-out of a major
asset for these purposes and paragraph (a) above does not apply. Therefore it is a
requirement for the Disposal to be approved by the Shareholders of the Company under
paragraph (b) above.
Resolution 6 seeks the required Shareholder approval of the Disposal for the purposes of
Listing Rule 11.4.1(b).
If Resolution 6 is passed, the Company will be able to proceed with the Disposal and dispose
of the Sale Assets to Indigo under and for the purposes of Listing Rule 11.4.1(b).
If Resolution 6 is not passed, the Conditions Precedent will not be satisfied and the Company
will not be able to proceed with the Disposal under and for the purposes of Listing Rule
11.4.1(b), and the Company will continue to hold the Sale Assets. If this outcome were to
eventuate, the Company may look to undertake alternative value realisation opportunities with
the Sale Assets such as, without limitation, disposals to third parties or entering joint venture
arrangements.
10.3 Specific information required in accordance with Listing Rule 11.4 and Guidance Note
13
The following information is provided in relation to the Disposal and in accordance with Listing
Rule 11.4 and Guidance Note 13:
(a) The name of the ‘spin out vehicle’ is Indigo Metals Limited.
(b) As at the date of this Notice, Indigo’s securities on issue comprise 10,387,500 fully
paid ordinary shares.
(c) Indigo has not yet finalised the terms of its proposed listing on the ASX, including the
proposed number of securities to be issued and the proposed issue price.
(d) Indigo’s initial public offer will be conducted by way of a public prospectus lodged with
ASIC, open to all investors including retail Company Shareholders on the same terms
as institutional applicants. The initial public offer will not restrict participation to
wholesale or sophisticated investors only, however it is not anticipated that there will
be a priority offer to the Company’s Shareholders. Accordingly, the Company cannot
guarantee any application by a Company Shareholder for Indigo shares under the
initial public offer will be successful and will otherwise be subject to Indigo’s allocation
policy.
(e) Details of the Disposal and how it is to be effected is detailed in Sections 9.1 to 9.4
(inclusive).
(f) Information regarding the assets the subject of the Disposal, being the Sale Assets, is
described in Section 9.9 and Schedule 4. The accounting value of the Sale Assets as
reflected in the Company’s latest audited financial accounts (for the period ended 30
June 2026) is $1,996,651.
(g) The impact the Disposal will have on the Company’s latest audited financial
statements (being for the period ended 30 June 2026) assuming the Disposal took
place on 30 June 2026 (including financial measures) is detailed in the pro-forma
statement of financial position included in Schedule 5 and as follows:
(i) 10.41% on consolidated total assets as at 30 June 2026; and
(ii) 11.54% on consolidated total net assets as at 30 June 2026;
(iii) 0% on total consolidated annual expenditure, assuming any expenditure on
the Company's assets is capitalised;
(iv) -43.76% on consolidated EBITDA, assuming the financial year results include
the gain on the Disposal; and
(v) -44.97% on consolidated loss/income (before tax), assuming the financial
year results include the gain on the Disposal.
(h) The impact the Disposal will have on Shareholders is detailed in Section 9.7.
(i) The advantages and disadvantages, including the reasons why the Board considers
that the Disposal is to the benefit of Shareholders is detailed in Sections 9.6(a) and
9.6(b) (respectively). ASX has advised that Listing Rule 11.4 applies to the Disposal
and that the exception in Listing Rule 11.4.1(a) does not apply. Accordingly, the
Company is seeking Shareholder approval under Listing Rule 11.4.1(b) for the
Disposal.
(j) The material terms of the SPD pursuant to which the Sale Assets will be transferred
to Indigo is detailed in Sections 9.1 and 9.2. The SPD is otherwise on terms and
conditions considered standard for an agreement of this nature, including relevant
representations and warranties from the Company and Indigo.
(k) A voting exclusion statement is included in the Notice.
10.4 Additional information
Resolution 6 is an ordinary resolution.
The Board recommends that Shareholders vote in favour of Resolution 6.
Schedule 1 Additional definitions
Addendum means this addendum to the Notice.
Amended Consideration has the meaning given in Section 9.2.
Conditions Precedent has the meaning given in Section 9.1.
Consideration has the meaning given in Section 9.1.
Consideration Shares has the meaning given in Section 9.2.
Corryong Project means EL006865.
Deposit has the meaning given in Section 9.1.
Disposal has the meaning given in Section 9.1.
Hidden Dome Project means Mining Leases numbered 20496 and 20505 granted
under the Mineral Resources Act 1989 (Qld), and which are
located 15km from the township of Chillagoe in Far North
Queensland.
Indigo means Indigo Metals Limited (ACN 690 861 771).
JORC Code means the 2012 Edition of the Joint Ore Reserves Committee
Australasian Code for Reporting of Exploration Results, Mineral
Resources and Ore Reserves, or any update to that (or any
subsequent) edition.
Listing has the meaning given in Section 9.1.
Milestone means the satisfaction of any one of the following conditions:
• Indigo or a successor in title to the Tenements publicly
reporting (by announcing to ASX or otherwise) a JORC
Code compliant Mineral Resource estimate of at least
100,000oz gold equivalent (reported in accordance with
the JORC Code) in respect of one or more of the
Corryong Project, the Sandy Creek Project and the
Tallandoon Project; or
• Indigo or a successor in title to the Tenements publicly
reporting (by announcing to ASX or otherwise) a JORC
Code compliant Mineral Resource estimate in respect of
the Mt Unicorn Project representing an increase of at
least 25% in contained molybdenum (Mo) equivalent
metal (reported in accordance with the JORC Code)
over the JORC Code compliant Mineral Resource
estimate for the Mt Unicorn Project publicly reported as
at 2 November 2026.
Milestone Cash Consideration has the meaning given in Section 9.2.
Mineral Resource has the meaning given to that term in the JORC Code.
Mt Unicorn Project means RL006616.
Mt Unicorn means Mt Unicorn Holdings Pty Ltd (ACN 161 737 828).
Royalty has the meaning given in Section 9.1.
Sale Assets has the meaning given in Section 9.1.
Sandy Creek Project means EL007099 and EL006300.
SPD has the meaning given in Section 9.1.
Tallandoon Project means EL007754.
Tenements means the:
• Mt Unicorn Project;
• Sandy Creek Project;
• Tallandoon Project; and
• Corryong Project.
Upfront Cash Consideration has the meaning given in Section 9.2.
Schedule 4 Sale Assets Tenement Schedule
Project Tenement
Number
Status Registered
Holder
Date of
Grant
Date of
Expiry
Area (km2
,
unless
specified)
Mt Unicorn
Project
RL006616(1) Granted
Mt Unicorn
(100%)(2) 4/12/2020 3/12/2030 23,116 Ha
Sandy
Creek
Project
EL007099 Granted
Company
(100%)
15/11/2022 14/11/2027 437
EL006300 Granted 4/8/2017 13/8/2027 96
Tallandoon
Project
EL007754 Granted
Company
(100%)
28/12/2022 27/12/2027 88
Corryong
Project
EL006865 Granted
Company
(100%)
27/6/2023 26/6/2028 567
Notes:
1. Area subject to a 2% NSR Royalty Agreement with Osisko Gold Royalties Ltd (now OR Royalties
Inc) dated 29 April 2013 and a 1.5% Founders NSR Royalty Agreement.
2. The Company holds 100% of the issued share capital of Mt Unicorn.
Schedule 5 Pro Forma Statement of Financial Position
The table below sets out the following pro forma adjustments that have been incorporated into the Pro
Forma Consolidated Statement of Financial Position as at 30 June 2026:
1. Completion of the Disposal, including receipt of consideration with an assessed value of
$4,000,000, comprising the cash payment of $2,000,000 (assuming satisfaction of the
Milestone) and 10,000,000 fully paid ordinary shares in the capital of Indigo at a deemed
issue price of $0.20 per share (refer further Section 9.1). No value has been attributed to the
Royalty given the early exploration stage of the Sandy Creek Project and the Tallandoon
Project and hence a large degree of uncertainty around the timing and quantum of any future
royalty payments.
2. Recording a profit on sale of the Sale Assets, based on the carrying value at 30 June 2026 of
$1,996,651 and the assessed value of the Disposal consideration (refer (1) above).
AUDITED PRO-FORMA REVISED
30-Jun-26 ADJUSTMENTS 30-Jun-26
Current assets
Cash and cash equivalents 343,142 1,800,000 2,143,142
Trade and other receivables 86,507 - 86,507
Other assets 84,548 - 84,548
Available for sale assets 2,296,651 -1,996,651 300,000
Total current assets 2,810,848 -196,651 2,614,197
Non-current assets
Property, plant and equipment 2,134,310 - 2,134,310
Other non-current assets 105,560 - 105,560
Deferred exploration and evaluation costs 12,276,379 - 12,276,379
Investments - 2,000,000 2,000,000
Total non-current assets 14,516,249 2,000,000 16,516,249
TOTAL ASSETS 17,327,097 1,803,349 19,130,446
Current liabilities
Trade and other payables 905,432 - 905,432
Short term loans 466,762 - 466,762
Provisions 320,059 - 320,059
Total current liabilities 1,692,253 - 1,692,253
Non-current liabilities
Provisions 2,842 - 2,842
Total non-current liabilities 2,842 - 2,842
TOTAL LIABILITIES 1,695,095 - 1,695,095
NET ASSETS 15,632,002 1,803,349 17,435,351
Issued capital 46,310,492 - 46,310,492
Reserves 3,266,270 - 3,266,270
Retained earnings -33,944,760 1,803,349 -32,141,411
TOTAL EQUITY 15,632,002 1,803,349 17,4
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