MOD.L Regulatory News (MOD)

30 July2019

MOD Resources Limited

("MOD" or the "Company")

MOD SIGNS SCHEME IMPLEMENTATION DEED WITH SANDFIRE TO UNDERPIN T3 COPPER PROJECT

·; Signed a binding Scheme Implementation Deed with Sandfire Resources NL (ASX:SFR) for the acquisition of 100% of MOD shares

·; The Scheme values the equity of MOD at A$167 million for an equivalent value of A$0.45 per MOD share

·; Provides MOD shareholders with certainty of funding for development of T3 Copper Project and exposure to substantial exploration upside

·; Completed 66-hole T3 resource infill drilling program with additional impressive copper intersections confirming continuity of mineralisation

·; Progress on expansion of grid power infrastructure which will benefit T3

MOD Resources Ltd. (ASX/LSE: MOD) ("MOD" or "the Company") is pleased to release this second quarter activities report for the period ended 30 June 2019.

On 25 June 2019, the Company announced Sandfire Resources NL ("Sandfire") made an offer to acquire 100% of MOD Resources Limited ("MOD") (ASX/LSE:MOD) by way of a Scheme of Arrangement ("Scheme"). The Scheme values MOD at A$167 million for an equivalent value of A$0.45 per MOD Share.

In a joint announcement on 25 June 2019 MOD's Managing Director Julian Hanna, said:

"The MOD Board considers the implementation of a Scheme with Sandfire to reflect a compelling value proposition for MOD shareholders, who will benefit from Sandfire's platform to deliver the T3 Project into production and realise the full potential of the underexplored Kalahari copper belt."

Commentary

The MOD Directors ("the Board") have confirmed their present intention to vote in favour of the Scheme. The Board has unanimously recommended that, in the absence of a superior proposal and subject to the independent expert's opinion appointed by the Company, that MOD shareholders vote in favour of the Scheme. All shareholders will have the opportunity to vote on the Scheme at the upcoming Extraordinary General Meeting ("EGM") and the Scheme Meeting both targeted for 1 October 2019.

During the quarter, the Company completed the 66-hole resource infill drilling program at T3. Assays continue to deliver impressive results as drilling intersected further high-grade, vein-hosted mineralisation while providing clarity around the up-dip extent of mineralisation within the first two stages of the proposed open pit mine.

On 7 May 2019, the Company announced its growth strategy with the two main objectives being to build additional high-grade mineral resources in the T3 Expansion Project and demonstrate the unique copper-belt scale opportunity of MOD's extensive licence holdings through new discoveries.

As part of the growth strategy, drilling re-commenced at T23 Dome, which forms part of a structural zone with several exciting exploration targets, 100km west of T3. Drilling intersected further zones of disseminated copper mineralisation interpreted from shallow depth. The next phase of drilling at T23 Dome is expected to focus on structural targets which could host high grade vein-hosted mineralisation.

Further progress was reported by Botswana Power Corporation on the North West Transmission Grid Connection project, to bring power within 14km of the T3 Copper Project, targeted in early 2020 and should result in significant cost benefits for T3.

Overview of Operations

During the second quarter of 2019, there were no reported safety incidents. The Company recorded a Lost Time Injury Frequency Rate ("LTIFR") of 1.27 per million hours worked. These statistics include both contractors and employees.

The T3 Infill drilling program was completed and returned further significant results, intersecting high-grade mineralisation while providing more clarity around the up-dip extent of mineralisation within the first stages of the planned open pit. Infill drilling was completed during the quarter. Results from the Infill program are summarised in this report and significant intersections are listed in Appendix 1 - Table 1. No further resource drilling is planned at T3 during the third quarter.

Infill drilling of the early stages of production within the T3 open pit comprised a total of 66 holes using up to three diamond drill rigs for approximately 8,463 metres (Table 1).

Table 1: Holes drilled within MOD 100% and MOD 70% JV Licenses during June quarter

During the second quarter, the Company submitted the final draft of the ESIA for the T3 Copper Project to the Department of Environmental Affairs ("DEA") incorporating comments and feedback received from the first draft of the ESIA, submitted in December 2018. Following a meeting with the ESIA Reference Group in July, MOD is awaiting further feedback from the DEA and approval to commence the public review of the ESIA. Final approval is targeted late in the third quarter of 2019.

Once the approved ESIA is received, MOD's in-country operator, Tshukudu Metals Botswana Pty Ltd ("Tshukudu Metals"), expects to apply for the T3 Mining Licence.

In addition, during the second quarter, the Company outlined its growth strategy as the T3 open pit ("T3") continues towards the Mining Licence application and decision to mine. Priority targets identified include resource definition drilling of the T3 Underground Project and the A4 Dome, 8km west of T3, and follow-up drilling of potential near surface disseminated and vein-hosted mineralisation at T23 Dome. During 2018, MOD announced significant vein-hosted and NPF contact mineralisation intersected in the initial 20 diamond core drill holes at A4 Dome.

While MOD focuses on implementation of the Sandfire transaction, exploration and resource drilling activity has been put on hold. This has provided an opportunity for the in-country exploration team Tshukudu Exploration Pty Ltd ("Tshukudu Exploration") to progress with the interpretation of geological and drill data from the T3 Infill program and the A4 Dome and T23 Dome prospects in preparation for further drilling expected to resume in the fourth quarter.

Substantial soil sampling programs are also in progress within the extensive T20 Exploration Project to provide better definition of copper/zinc soil anomalies previously identified within an area of approximately 750km2 (Figure 5).

During the quarter, the Company continued to expand its stakeholder engagement and community relations activities and initiatives. This included ongoing meetings with cattle farmers in the area surrounding T3 and attendance at the Botswana Resource Sector Conference in Gaborone. Notable community relations sponsored projects that have commenced include the establishment of the Beekeeping Project and commencement of the Plant Nursery Project in Ghanzi to propagate local and endemic plant species for the future rehabilitation of the T3 mine site.

Figure 1 - Licence plan showing T3 Copper Project, T3 Expansion Project and the T20 Exploration Project 

Please see image in the full version of the announcement at www.modresources.com.au

T3 COPPER PROJECT (100% MOD)

T3 Environmental and Social Impact Assessment (ESIA)

At the end of 2018, the Company submitted the draft ESIA to the DEA. Following the submission, members of the ESIA review panel attended site and held discussions with key stakeholders as a part of the project review process. The DEA provided the Company with feedback on the draft ESIA. The comments received from the DEA in relation to the ESIA did not require material amendments or additions to the ESIA. The Company submitted the second draft of the ESIA during the second quarter of 2019 and in late July attended the ESIA Reference Group meeting in Ghanzi. MOD is awaiting further feedback from the DEA and approval to commence the public review of the ESIA.

Subject to a favourable public review, the Company targets receipt of approval of the ESIA around the end of the third quarter of 2019.

Mining Licence Application

On receipt of the approved ESIA the Company will prepare an application to the Ministry of Mineral Resources, Green Technology and Energy Security for the T3 Copper Project Mining Licence.

T3 Accommodation Village

Currently, the T3 Accommodation Village located 5km east of Ghanzi on the A3 Highway (Figure 2) includes individual rooms for 40 persons with a substantial kitchen and mess complex and an administration office. However, during construction, mine development and production, a 400-person village is required. Following engagements with the DEA, the Company was advised that the village expansion requires an Environmental Management Plan ("EMP"), rather than a more onerous ESIA. The Company submitted the village EMP to the DEA during the second quarter of 2019 and is awaiting approval from the DEA to submit the EMP for public review.

Design work for the village expansion and associated services and infrastructure will be carried out during the EMP approval process. The expansion of the village is aligned with the schedule of works that aims to accommodate the growing number of personnel through the T3 site pre-works, mining and construction activities and into production.

Figure 2 - Stage 1 Accommodation Village near Ghanzi. (Office and Kitchen/Mess complex located to right of picture)

Please see image in the full version of the announcement at www.modresources.com.au

Regional Infrastructure

The Government of Botswana through Botswana Power Corporation ("BPC") has embarked on a program to improve power supply to the North West Region, including the Ghanzi District.

The North West Transmission Grid Connection Project aims to install a power transmission line and associated substations and infrastructure to extend the power grid to the North West, Chobe and Ghanzi districts to meet the power demands from mining and Government projects with an investment of P4.8 billion (~US$500 million).

The project is currently underway with construction of transmission infrastructure towards Ghanzi (Figure 3). The BPC has indicated that power infrastructure is expected to be installed within 14kms of the T3 Copper Project in early 2020.

Figure 3 - North West Transmission Grid being installed along A3 highway between Maun and Ghanzi

Please see image in the full version of the announcement at www.modresources.com.au

T3 EXPANSION PROJECT

The T3 Copper Project (Figure 4) is centrally located within the T3 Expansion Project (963km2) comprising PL 189/2008, PL 190/2008, PL 074/2017. It includes the T1 Resource (100% MOD), A1 Dome (70% MOD), A4 Dome (70% MOD) and the T3 Underground (100% MOD) Projects. The T3 Expansion Project forms part of a strategy to explore for additional resources within transport distance of the planned T3 Copper Project process plant, to benefit from significant infrastructure being established at T3 and provide the opportunity to add substantial value to the project.

Figure 4 - T3 Expansion Project Area showing current priority exploration targets

Please see image in the full version of the announcement at www.modresources.com.au

T3 Open Pit (100% MOD)

At the end of the second quarter, the Company completed the T3 Pit Infill Drilling program utilising up to three diamond drill rigs, completing 26 holes during the quarter for a total of 66 holes and 8,463 metres drilled.

The infill drilling continued to intersect wide intervals of copper/silver mineralisation within the planned pit boundaries.

Significant intersections from the T3 Pit Infill results announced on 29 April 2019, include:

·; MO-G-199D with 21m at 1.5% Cu and 30g/t Ag from 118m,

o including 10m at 2.0% Cu and 44g/t Ag from 118m

·; MO-G-200D with 26m at 1.8% Cu and 25g/t Ag from 119m

o including 6.4m at 4.6% Cu and 75g/t from 120.6m

·; MO-G-201D with 16.5m at 1.8% Cu and 18g/t Ag from 83.5m

·; MO-G-202D with 60m at 1.0% Cu and 13g/t Ag from 78m

·; MO-G-203D with 11.4m at 2.1% Cu and 16g/t Ag from 74.6m

·; MO-G-204D with 41.9m at 1.4% Cu and 25g/t Ag from 82m

o including 4.4m at 2.6% Cu and 141g/t Ag from 87m

·; MO-G-212D with 16m at 1.9% Cu and 26g/t Ag from 117m

·; MO-G-217D with 20.5m at 2.2% and 44g/t Ag Cu from 105.5m

Significant intersections from the most recent T3 Pit Infill drill holes include:

·; MO-G-239D with 20.4m @ 1.1% Cu and 5g/t Ag from 86.2m

·; MO-G-241D with 21m @ 1% Cu and 7g/t Ag from 81m,

o and 35.3m @ 1.5% Cu and 19g/t Ag from 119.7m

·; MO-G-247D with 2.7m @ 1.9% Cu and 19g/t Ag from 106.5m

·; MO-G-252D with 13m @ 1% Cu and 5g/t Ag from 71m

Significant intersections from the 66-hole infill drilling program are listed in Appendix 1 - Table 1.

T3 Underground Project (100% MOD)

Previously announced results from drilling has indicated the potential for high-grade vein hosted copper/silver mineralisation along strike and down-dip from the current planned T3 open pit, which could potentially be accessed from underground.

High-grade intersections announced 7 December 2017, include:

·; MO-G-93D with 6.5m at 2% Cu and 49g/t Ag from 190m downhole

·; MO-G-93D with 2m at 2.1% Cu and 46g/t Ag from 227m downhole

·; MO-G-96D with 18m @ 1.9% Cu & 14g/t Ag from 120m downhole

o including 6.2m at 3% Cu and 24g/t Ag from 128.8m downhole

·; MO-G-132D with 11.5m at 1.8% Cu and 36g/t Ag from 243m downhole

·; MO-G-145D with 6.2m at 1.9% Cu and 40g/t Ag from 268m downhole

·; MO-G-162D with 1.5m at 6.3% Cu and 106g/t Ag from 155.5m downhole

During the second quarter, resource definition drilling commenced at the T3 Underground Project, with five holes completed utilising one diamond drill rig for 1,884 metres drilled. Results of assays are included in Appendix 1 - Table 2.

Significant intersections from the most recent T3 Underground drill holes include:

·; MO-G-253D with 6.6m @ 1.7% Cu and 25g/t Ag from 331m

·; MO-G-256D with 7.4m @ 1.3% Cu and 31g/t Ag from 275m

·; MO-G-257D with 2.7m @ 1.5% Cu and 26g/t Ag from 260m

o and 6.1m @ 1.1% Cu and 26g/t Ag from 277.4m

o and 5.2m @ 1.6% Cu and 32g/t Ag from 296.8m

A preliminary review of the T3 Underground drilling data suggests the presence of continuous, potentially economic widths and grades of mineralisation. If this is confirmed through further drilling, it could provide an opportunity to contribute additional higher-grade throughput to the T3 process plant, potentially supporting increased production in the medium-term.

T20 EXPLORATION PROJECT

As announced on 7 May 2019, the Company commenced RC and diamond drilling at the T23 Dome to follow-up encouraging disseminated copper mineralisation at shallow depth in the first three holes, announced 10 December 2018.

T23 Dome is the first target (apart from the T4 Prospect) to be drilled within the extensive T3 Exploration Project considered prospective for sediment hosted copper based on interpretation of magnetic, EM, soil geochemical and structural data. T23 Dome shows several similarities to the strongly mineralised T3 and A4 Domes, ~100km along strike to the east.

The T23 Dome is interpreted to be a part of a major ENE trending structural zone linking the T23 Dome to the T4 Prospect along the northern margin of the T20 Exploration Project, over 20-30km (Figure 5).

The recent drilling at T23 Dome intersected further zones of disseminated and bedded copper/silver mineralisation dominated by the high tenor copper sulphide, chalcocite. A total of nine holes have been completed to date with significant intersections included in Appendix 1-Table 4. Assay results are pending for MO-T23-004D. Disseminated mineralisation has now been intersected along ~1km strike length along the southern limb of the interpreted T23 domal structure and remains open.

While further drilling is required to demonstrate potentially economic grades of mineralisation at T23 Dome, the continuity of copper mineralisation intersected in the initial drilling is very encouraging. Potential exists for high grade vein-hosted and NPF contact mineralisation within this large, structurally complex target.

Figure 5 - T20 Exploration Project showing the location of T23 and T4 prospects

Please see image in the full version of the announcement at www.modresources.com.au

MOD RESOURCES BOTSWANA (MOD 100%)

During 2018, MOD Resources Botswana was granted four additional prospecting licences, PL065/2018, PL334,2018, PL335/2018 and PL336/2018 to cover a number of interpreted intrusions north of the central part of copper belt. The addition of the licences has increased the Company's overall licence area by 3,582km2 to 14,853km2. Preliminary exploration is planned to include detailed ground magnetics and gravity to better define these interpreted intrusions.

SUSTAINABILITY

Health and Safety

During the quarter and following receipt of the fire truck, several Tshukudu Exploration staff received fire and emergency response training. Training was conducted over three days and covered core concepts of fire protection, management as well as basic fire-fighting and rescue techniques for Tshukudu operations and to support Ghanzi Fire Brigade (Figure 6).

Figure 6 - Tshukudu Team undergoing Fire and Emergency Response Training

Please see image in the full version of the announcement at www.modresources.com.au

Environment

During the second quarter, there were no reportable environmental incidents.

During the quarter, there was a strong focus on monitoring of compliance against the approved T3 Project Environmental Management Plan, looking particularly at how on-site contractors manage and control hydrocarbon and chemical spills.

Tshukudu HSE staff conducted 80 site inspections of drilling contractor work places, identifying adherence to health, safety and environment protocols and reviewing if the drilling contractors were taking the necessary precautions to mitigate and manage spills. While it was noted that the drillers were in compliance with the EMP, some opportunities for improvement were identified and include:

·; Contractor record keeping of spills / incidents must be improved;

·; A fauna reporting procedure must be implemented; and

·; Housekeeping and waste management procedures must be strengthened to reduce and avoid litter at the drillers camp to reduce the risk of attracting wildlife.

Site health, safety and environment inspections will continue with the aim of setting the standard of expectations of contractors and to set the culture of the workforce ahead of the commencement of T3 construction activities.

Community Relations

The Company continued to engage with members of the local farming community, facilitating the successful delivery of all long-term exploration access agreements. A meeting was also held with farmers surrounding the T3 Project area, whose main concern relates to the potential impact that mining activities could have on groundwater supply and quality. MOD discussed the hydrogeology reports that were prepared by Water Surveys Botswana and Knight Piesold as part of the Feasibility Study and presented a proposed bore water monitoring plan. It was agreed that a hydrocensus of the mine area and surrounding farms should be conducted and the results presented to the farmers before mining activities commence.

Additionally, Tshukudu implemented a formal procedure for the evaluation of Community Social Investment Program projects and approved a partnership with the Kanabo Conservation Link ("KCL").

The Tshukudu-KCL partnership is a vulture awareness and conservation program aimed at targeting students and members of the local community. The formal launch of the sponsorship has been scheduled for the second half of 2019 and a stakeholder engagement programme has been developed.

During the second quarter, Tshukudu achieved several major milestones related to the Beekeeping Project and the pilot site has been prepared with the first beehives received (Figure 7). During the quarter, Tshukudu staff recruited members of the local Ghanzi community for the Bee Project and they expect to activate the beehives and officially launch the project in the second half of 2019. The Bee Project is also expected to act as a wild life deterrent for the T3 Project.

Figure 7 - Tshukudu Beekeeping Project being established

Please see image in the full version of the announcement at www.modresources.com.au

Subsequent to the end of the quarter, the Company commenced planning for a Plant Nursery for the propagation of local and endemic plant species to facilitate progressive rehabilitation works that will be conducted across the T3 Project site.

During the second quarter, members of Tshukudu attended and presented at the well-attended Botswana Resource Sector Conference ("BRSC") in Gaborone in June (Figure 8), followed by meetings with senior officials from a range of key government departments and the Mines Ministry. The resource conference and subsequent meetings confirmed the strong in-country support for development of the T3 Copper Project which will become the first mine in Ghanzi District and a major employer in the region.

Figure 8 - Tshukudu Community Relations staff at the 2019 BRSC in Gaborone

Please see image in the full version of the announcement at www.modresources.com.au

CORPORATE

Cash & Debt Position

At the end of the quarter, the cash balance was $8.3 million. The Company remains debt free.

Sandfire and MOD Resources execute a binding Scheme Implementation Deed

On 25 June 2019, MOD Resources and Sandfire announced the binding Scheme of Implementation Deed for Sandfire to acquire 100% of MOD Resources by way of a Scheme of Arrangement ("Scheme"). Under the Scheme, Sandfire and MOD will combine, with the corporate structure of MOD incorporated into that of Sandfire. This process will ensure that the culture of MOD and its in-country operating companies remain intact to ensure an orderly transition and to provide stakeholders with comfort that existing relationships will be maintained while ensuring the continuation of the significant body of corporate knowledge associated with the Project and in Botswana.

The implied Scheme Consideration is A$0.45 per MOD share1, valuing the equity of MOD at $167 million2, with MOD shareholders to elect either:

·; Scrip Consideration of 0.0664 Sandfire shares for every 1 MOD share held; or

·; Cash Consideration of A$0.45 per share, subject to an aggregate Cash Cap of A$41.6 million3

The implied Scheme Consideration represents a premium of:

·; 45% to the closing MOD share price of A$0.310 per share on 24 June 2019;

·; 45% to the 20-day MOD VWAP of A$0.310 per share up to and including 24 June 20194; and

·; 108% to the undisturbed closing MOD share price on 18 January 2019 (i.e. confirmation of Sandfire's preliminary, indicative and non-binding approach to MOD as reported in the media)

The MOD Board of Directors has unanimously recommended the Scheme of Arrangement and have confirmed their present intention to vote in favour of the scheme in respect of approximately 7.02% of MOD shares5.

Metal Tiger has agreed to vote in favour of the Scheme in respect of approximately 10.48% of MOD shares currently held and MOD shares that it will hold after the exercise of options prior to the Scheme meeting to a maximum of 19.9% of MOD shares. In addition, the Scheme will consolidate 100% MOD's tenement package across the Kalahari copper belt with MOD to also acquire Metal Tiger Plc's 30% interest in several exploration licences.

The Scheme will be subject to the conditions set out in the SID (announced 25 June 2019), which include:

·; Approval being received from the MOD shareholders;

·; Regulatory approvals;

·; Court approval;

·; The Independent Expert concluding that the Scheme is in the best interests of MOD shareholders and not changing that conclusion; and

·; Other conditions customary for a transaction of this nature.

Shareholders of MOD will be asked to approve the Scheme at a meeting which is targeted to be held on 1 October 2019. Further details of the Scheme, transaction terms and recommendations will be provided to MOD shareholders through an Explanatory Booklet which will include an Independent Expert's Report. It is expected that this booklet will be mailed to MOD shareholders in late August 2019. Please see Table 2 for an indicative timetable of events.

Table 2: Proposed indicative transaction timeframe

Sams Creek Gold JV, New Zealand (80% MOD)

Sams Creek is a substantial undeveloped gold project with >1 million-ounce porphyry hosted gold resource (see Appendix 1 - Table 6) which remains open at depth and along strike, supporting significant additional exploration potential. The Company remains focussed on advancing its T3 Copper Project in Botswana and is considering opportunities to divest this non-core project.

[1] Based on Sandfire's Volume Weighted Average Price (VWAP) for the 5 trading days up to and including 24 June 2019 (volumes traded on the ASX and Chi-X) .

2 Includes unlisted options held by Metal Tiger, unlisted performance rights and shares issued by MOD to Metal Tiger for the acquisition of Metal Tiger's 30% indirect interest in several licences.

3 European Holders will receive Scrip Consideration only. In the event the Cash Cap is exceeded, the amount of cash paid per share to shareholders electing cash will be reduced pro rata, and Sandfire shares issued in respect of the shortfall, at a deemed Sandfire share price of A$6.78.

4 Volume weighted average price (VWAP) for the 20 trading days up to and including 24 June 2019 (volumes traded on the ASX and Chi-X).

5 In the absence of a superior proposal and subject to a favourable opinion of the independent expert. Present intention only and subject to change. This holding is prior to dilution on the exercise of options by Metal Tiger, upon which the commitments by directors will represent 6.28%.

For and on behalf of the Board.

Subscribe at: www.modresources.com.au

About MOD Resources

MOD Resources Ltd (ASX/LSE: MOD) is a dual listed copper exploration and development company with a dominant land position within the Kalahari Copper Belt in Botswana. The Company is focussed on the 100% MOD owned T3 Copper Project, expected to be a high-margin, low-cost copper mine. In parallel with the development of the T3 Copper Project, MOD continues its exploration program across several priority drill targets and within untested areas of interesting and potentially significant Electromagnetic and Cu-Zn soil anomalies.

MOD has a social licence to operate within Botswana as well as within the host community of Ghanzi. MOD will continue to work collaboratively with Government regulators and members of the Ghanzi District community to ensure that any social investments and developments are targeted to create a positive and lasting legacy.

Competent Person's Statement

The information in this news release that relates to Mineral Resource estimates (excluding prior estimates) is based on and fairly represents information and supporting documentation compiled by Dr Matthew Cobb; an employee of CSA Global Pty Ltd. Dr Cobb is a member of both The Australasian Institute of Mining and Metallurgy and Australian Institute of Geoscientists. Dr Cobb has sufficient experience relevant to the style of mineralisation under consideration and to the activity which he is undertaking to qualify as a Competent Person as defined in the 2012 edition of the "Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves". Dr Cobb consents to the inclusion in this announcement of the matters based on their information in the form and context in which it appears.

The information in this announcement that relates to Geological Data and the T3 Mineral Resource described in this release is reviewed and approved by Mr Bradley Ackroyd, BSc (Hons), Manager Mine Geology for MOD Resources Ltd. Mr Ackroyd is a registered member of the Australian Institute of Geoscientists and has reviewed the technical information in this report. Mr Ackroyd has sufficient experience, which is relevant to the style of mineralisation and type of deposit under consideration and the activity, which it is undertaking to qualify as a Competent Person as defined in the 2012 Edition of the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves. Mr Ackroyd consents to the inclusion in this announcement of the matters based on information in the form and context in which it appears.

The information in this announcement that relates to Geological Data and Exploration Results at the Sams Creek Gold Project is based on and fairly represents information compiled by Mr Paul Angus, Project Manager of Sams Creek and a Director of MOD Resources Limited's subsidiary, Sams Creek Gold Limited. Mr Angus is a member of the Australasian Institute of Mining and Metallurgy and has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration to qualify as a Competent Person as defined in the December 2012 edition of the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (JORC Code). Mr Angus has approved the Statement as a whole and consents to the inclusion in this announcement in the form and context in which it appears.

No New Information

To the extent that this announcement contains references to prior exploration results and Mineral Resource estimates, which have been cross referenced to previous market announcements made by the Company, unless explicitly stated, no new material information is contained. The Company confirms that it is not aware of any new information or data that materially affects the information included in the relevant market announcements and, in the case of estimates of Mineral Resources that all material assumptions and technical parameters underpinning the estimates in the relevant market announcement continue to apply and have not materially changed.

Forward Looking Statements and Disclaimers

This announcement includes forward-looking statements that are only predictions and are subject to risks, uncertainties and assumptions, which are outside the control of MOD. Actual values, results, interpretations or events may be materially different to those expressed or implied in this announcement. Given these uncertainties, recipients are cautioned not to place reliance on forward-looking statements in the announcement as they speak only at the date of issue of this announcement. Subject to any continuing obligations under applicable law and ASX Listing Rules, MOD does not undertake any obligation to update or revise any information or any of the forward-looking statements in this announcement or any changes in events, conditions or circumstances on which any such forward-looking statement is based. This announcement has been prepared by MOD. The document contains background information about MOD current at the date of this announcement.

The announcement is in summary form and does not purport to be all inclusive or complete. Recipients should conduct their own investigations and perform their own analysis in order to satisfy themselves as to the accuracy and completeness of the information, statements and opinions contained in this announcement. The announcement is for information purposes only. Neither this announcement nor information contained in it constitutes an offer, invitation, solicitation or recommendation in relation to the purchase or sale of shares in any jurisdiction. The announcement may not be distributed in any jurisdiction except in accordance with legal requirements applicable in such jurisdiction. Recipients should inform themselves of the restrictions that apply to their own jurisdiction as a failure to do so may result in a violation of securities laws in such jurisdiction.

This announcement does not constitute investment advice and has been prepared without taking into account the recipient's investment objectives, financial circumstances or particular needs and the opinions and recommendations in this announcement are not intended to represent recommendations of particular investments to particular persons. Recipients should seek professional advice when deciding if an investment is appropriate. All securities transactions involve risks, which include (among others) the risk of adverse or unanticipated market, financial or political developments. To the fullest extent of the law, MOD, its officers, employees, agents and advisers do not make any representation or warranty, express or implied, as to the currency, accuracy, reliability or completeness of any information, statements, opinion, estimates, forecasts or other representations contained in this announcement. No responsibility for any errors or omissions from the announcement arising out of negligence or otherwise is accepted.

APPENDIX 1

Table 1: T3 Infill Drilling Results

Table 2: Recent T3 Underground Drilling Results

Table 3: T3 Infill Drill Collar Parameters

Table 4: T23 Intersections (announced 29 January 2019 and 30 July 2019)

Table 5: T23 Drill Collar Parameters

Table 6: Sams Creek Resource Table (9 October 2013)

Notes:

1. The Prospecting Licence held by Tshukudu Metals includes the T3 Project (100% MOD) and the large part of the T3 Dome Complex. The area of the T3 Dome Complex outside of the T3 Project (683 km2) is held in trust on behalf of Tshukudu Exploration. All exploration activities on this area of the T3 Dome Complex will be undertaken by Tshukudu Exploration as part of the Joint Venture Agreement between MOD and Metal Tiger.

2. Total licence holding of 15,260km2, however prospecting licences, PL065/2018 and PL141/2012 overlap in area for a total of 14,853km2.

JORC Code, 2012 Edition

Table 1 Reporting Exploration Results from Botswana Copper/Silver Project

Section 1 Sampling Techniques and Data

(Criteria in this section apply to all succeeding sections)

Section 2 Reporting of Exploration Results

(Criteria listed in the preceding section also apply to this section)