2017 Project-Boost

BMN - Technical / Vametco

Details the proposal to acquire the remaining 55% of Bushveld Vametco currently held by Yellow Dragon. This would give BMN 100% of Bushveld Vametco which equates to 59.1% of the Vametco Plant, up from 26.6%.

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3. CONTENTS ADMISSION STATISTICS 4 EXPECTED TIMETABLE OF PRINCIPAL EVENTS 5 DIRECTORS, COMPANY SECRETARY AND ADVISERS 6 DEFINITIONS 8 GLOSSARY OF TECHNICAL TERMS 14 Part I Letter from the Chairman 17 Part II Risk Factors 42 Part III Mining Regulatory Framework in South Africa 56 Part IV Historical Financial Information on Bushveld Minerals Limited 65 Part V Accountants’ Report and Historical Financial Information on Strategic Minerals Corporation 66 Part VI Unaudited Interim Financial Information on Strategic Minerals Corporation 99 Part VII Accountants’ Report and Historical Financial Information on Bushveld Vametco Limited 113 Part VIII Additional Information 126 Part IX Competent Person’s Report on Vametco 156 Part X Competent Person’s Report on the Mokopane Vanadium Project 290 Part XI Competent Person’s Report on the Madagascan Assets 477 NOTICE OF GENERAL MEETING 553 3

4. ADMISSION STATISTICS Number of Ordinary Shares in issue as at the date of this document* 808,612,897 Number of Warrants in issue as at the date of this document 29,101,365 Number of Consideration Shares being issued pursuant to the Acquisition 54,766,364 Consideration Shares as a percentage of the Enlarged Issued Share Capital 6.34% Number of Ordinary Shares in issue on Admission 863,379,261 International Security Identification Number (“ISIN”) GG00B4TM3943 LEI Number 213800GX3IGYRET8ZE57 Tradeable Instrument Display Mnemonic BMN *including 670,000 Ordinary Shares held in Treasury 4

5. EXPECTED TIMETABLE OF PRINCIPAL EVENTS Publication of this document 30 November 2017 Latest time and date for receipt of Form of Proxy 10.00 a.m. on 18 December 2017 General Meeting 10.00 a.m. on 20 December 2017 Completion of the Acquisition, issue of the Consideration 21 December 2017 Shares, and Admission to trading becomes effective and commencement of dealings of Ordinary Shares Note: All references to times in this timetable are to London times and each of the times and dates are indicative only and may be subject to change. Any such change will be notified by an announcement on a regulatory information service. 5

64. The DMR is the responsible authority for the issuing of an environmental authorisation, however the Department of Environmental Affairs remains the appeal authority in respect of any appeals to the issue of an environmental authorisation. Applicants are also required to follow stringent requirements in the public participation process to enable consultation with all interested and affected parties. As part of its application for an environmental authorisations the applicant must demonstrate that it has complied with the prescribed financial provisioning requirements in terms of section 24P of NEMA. This means that the holder must set provisioning rehabilitation of the mining activities for concurrent rehabilitation, rehabilitation upon closure and the costs of managing latent and residual post closure impacts. Moreover every holder of a mining right must assess his or her environmental liability on an annual basis and must increase his or her financial provision to the satisfaction of the Minister for Mineral Resources. The holder must also submit an audit report to the Minister on the adequacy of the financial provision from an independent auditor. New regulations published in November 2015 now specify new procedures for how financial provision is to be made, audited and reviewed. Existing mines are also required to comply with the financial provision requirement, and are required to substantively review and align their financial provision in accordance with these regulations during the relevant transitional period, the long-stop date of which expires on 20 February, 2017. These regulations have brought about a number of changes and clarifications to the previous legal regime, and they are likely to substantially increase the required quantum of financial provision set aside by existing operations as well as the financial vehicles historically used by mining companies to put up these provisions. This is due to the qualification that latent or residual environmental impacts which may become known in the future now include the pumping and treatment of polluted or extraneous water. Lastly, NEMA imposes a statutory obligation on every person who has caused or is likely to cause significant contamination to take reasonable measures in relation thereto. This duty applies retrospectively to contamination caused prior to 1998. A failure to comply with this duty as well as the requirement for an environmental authorisation can result in significant fines of up to ZAR10 million and/or 10 (ten) years imprisonment being imposed. Directives or compliance notices can also be issued under NEMA for the temporary or permanent shut down of facilities at a mining operation or the entire mining operation. Directors and certain employees can also be held criminally liable for environmental offences in their personal capacity under NEMA. 64

156. 156 PART IX Competent Person’s Report on Vametco

290. 290 PART X Competent Person’s Report on the Mokopane Vanadium Project

53. Investment in the Company should not be regarded as short-term in nature. There can be no guarantee that any appreciation in the value of the Company’s assets or investments will occur or that the investment objectives of the Company will be achieved. Investors may not get back the full amount initially invested. The price of shares and the income derived from them can go down as well as up. Past performance is not necessarily a guide to the future. There is also the possibility that the market value of an investment in the Company may not reflect the true underlying value of the Company. Changes in economic and other market conditions including, for example, interest rates, rates of inflation, industry conditions, competition, political and diplomatic events and trends, tax laws, natural disasters, terrorist attacks, political unrest and other factors can substantially and adversely affect an investment in the Ordinary Shares and the Company’s prospects, regardless of operating performance. Notwithstanding the fact that the Company has made an application for the Ordinary Shares to be admitted to trading on AIM, this should not be taken as implying that the application will be successful or that there will be a “liquid” market in the Ordinary Shares. The market for shares in smaller public companies is less liquid than for larger public companies. Therefore, an investment in the Company may be difficult to realise. The Ordinary Shares will not be listed on the Official List. Investments in shares traded on AIM carry a higher degree of risk than investments in shares quoted on the Premium segment of the Official List. The Company cannot predict the effects on the price of the Ordinary Shares if a liquid and active market for the Ordinary Shares does not develop. If a liquid market does not develop, relatively small sales may have a significant negative impact on the price of the Ordinary Shares and sales of a significant number of Ordinary Shares may be difficult to execute at a stable price and could materially adversely affect the market price of the Ordinary Shares. Shareholders accordingly may not be able to realise their investment at the market price on Admission. The market for shares in smaller public companies is less liquid than for larger public companies. The Ordinary Shares will not be listed on the Premium segment of the Official List. Investments in shares traded on AIM carry a higher degree of risk than investments in shares quoted on the Premium segment of the Official List. The rules of AIM are less stringent than those of the Official List. Further, neither the London Stock Exchange, the UKLA nor the FSMA has examined or approved the contents of this Document. Even if the Company’s application for the Ordinary Shares to be admitted to trading on AIM is successful, the Company cannot assure investors that the Ordinary Shares will always be traded on AIM. If they fail to remain traded, certain investors may decide to sell their Ordinary Shares, which could have an adverse impact on the Ordinary Share price. Additionally, if in the future the Company decides to obtain a listing on another exchange in addition to AIM, the level of liquidity of the Ordinary Shares traded on AIM could decline. Stock markets in general may experience extreme price fluctuations. Fluctuations in the price of the Ordinary Shares may not be correlated in a predictable way to the Company’s performance or operating results. Sales of substantial amounts of Ordinary Shares following Admission, or the perception that these sales could occur, could materially adversely affect the market price of the Ordinary Shares available for sale compared to the demand to buy Ordinary Shares. Such sales may also make it more difficult for the Company to sell or issue equity securities in the future at a time and price that is deemed appropriate. The following non-exhaustive factors (among others), some of which are beyond the control of the Company, could cause the price of the Ordinary Shares in the public market to fluctuate significantly: (a) chan ges in law or regulations, including mining legislation, tax laws, or new interpretations or applications of laws and regulations, that are applicable to the Group’s business; (b) departure of Directors or senior management; (c) changes in the Group’s financial performance and prospects and changes in the financial performance and prospects of companies engaged in businesses that are similar to the Group’s business; (d) sales of the Company’s Ordinary Shares by Shareholders; (e) general economic trends and other external factors, including those resulting from war, incidents of terrorism, civil unrest, natural disasters or responses to such events; 53

62. 2017 MINING CHARTER Procurement 70 per cent. of total spend on mining goods to be sourced from prescribed categories of South African-based companies, as follows: A minimum of 21 per cent. of total mining goods (previously understood as capital goods and consumer goods) procurement spend must be set aside for sourcing “South African manufactured goods” (goods where at least 60 per cent. of the value added during the assembly and/or manufacturing of the product is realised within the borders of South Africa) from “Black-owned companies (50 per cent. +1 vote shareholding or similar interest controlled by Black persons). A minimum of 5 per cent. of total mining goods procurement spend must be set aside for sourcing South African manufactured goods from Black-owned companies which are owned and controlled 50 per cent. + 1 vote by female Black persons and/or youth (between of 18 and 35 years). A minimum of 44 per cent. of total mining goods procurement spend must be set aside for sourcing South African manufactured goods from BEE-compliant manufacturing companies (defined as companies that manufacture goods, that have a minimum B-BBEE level 4 on the Department of Trade and Industry B-BBEE Codes and that are 26 per cent. Black-owned). 80 per cent. of total spend on services to be sourced from prescribed categories of South African-based companies A minimum of 65 per cent. of total spend on services must be sourced from black-owned companies. A minimum of 10 per cent. of total spend on services must be sourced from black-owned companies owned and controlled 50 per cent. + 1 vote by female Black persons. A minimum of 5 per cent. of total spend on services must be sourced from Black-owned companies owned and controlled 50 per cent. + 1 vote by youth. Ownership Requirements New Prospecting Right Applications New prospecting rights may be applied for by only majority Black-owned entities (50 per cent. + 1 vote Black person shareholding), thus holders must be black owned companies in order to successfully apply for prospecting right; New Mining Right Applications New mining rights to be granted only to entities that are 30 per cent. Black-owned in prescribed categories of shareholders. The new 30 per cent. Black ownership requirement must be distributed as follows: 8 per cent. to an employee share ownership plan; 8 per cent. to mine communities in the form a community trust and 14 per cent. to Black entrepreneurs (defined to mean Black-owned companies or Black persons). Exiting Prospecting Rights An existing holder will need to top up its Black Person shareholding within 12 months of the coming into effect of the 2017 Charter by 4 per cent. in order to achieve 30 per cent. Existing Mining Rights An existing holder will need to top up its Black Person shareholding within 12 months of the coming into effect of the 2017 Charter by 4 per cent. in order to achieve 30 per cent. 62

125. The initial consideration for the Acquisition is US$11.1 million which will be satisfied through the issue of the consideration shares and US$4.5 million in cash by Bushveld Minerals Limited to Yellow Dragon Holdings Limited. In addition, there will be two deferred payments of US$0.6 million each (following publication of the Vametco Holdings accounts for the years ended 31 December 2018 and 2019), and a further payment calculated by reference to the EBITDA of Vametco Holdings in 2020 (following publication of the Vametco Holdings accounts for the year ended 31 December 2020). 125

128. 3.3 As at 28 February 2017 there were 696,214,271 Ordinary Shares in issue, all of which were fully paid. 3.4 During the period covered by the historical financial information incorporated by reference in Part IV of this document the following changes in share capital have taken place: (i) 6 March 2014: 1,500,000 ordinary shares of 1 pence each were issued at a price of 5 pence per share following the exercise of warrants; (ii) 19 March 2014: 1,000,000 ordinary shares of 1 pence each were issued at a price of 5 pence per share following the exercise of warrants; (iii) 1 April 2014: 50,000,000 ordinary shares of 1 pence each were issued at 5.7 pence per share by way of a private subscription; (iv) 2 April 2014: 500,000 ordinary shares of 1 pence each were issued at a price of 5 pence per share following the exercise of warrants; (v) 29 August 2014: 8,000,000 ordinary shares of 1 pence each were issued at a price of 4.2 pence per share to acquire Lemur Resources shares; (vi) 30 October 2014: 16,666,667 ordinary shares of 1 pence each were issued at 3 pence per share by way of a private placing; (vii) 27 February 2015: 4,166,667 ordinary shares of 1 pence each were issued at 2.2 pence per share to directors of the Company in lieu of bonuses earned from March 2012 to February 2014 and 2,500,000 ordinary shares of 1 pence each were issued at 2.2 pence per share in lieu of advisory services provided to the Company; (viii) 9 October 2015: 375,000 ordinary shares of 1 pence each were repurchased and held in treasury by the Company at 3.526 pence per share; (ix) 16 October 2015: 195,000 ordinary shares of 1 pence each were repurchased and held in treasury by the Company at 3.376 pence per share; (x) 2 November 2015: 150,000 ordinary shares of 1 pence each were repurchased and held in treasury by the Company at 3.28 pence per share; (xi) 9 November 2015: 200,000 ordinary shares of 1 pence each were repurchased and held in treasury by the Company at 3.1573 pence per share; (xii) 13 November 2015: 300,000 ordinary shares of 1 pence each were repurchased and held in treasury by the Company at 3.0918 pence per share; (xiii) 20 November 2015: 200,000 ordinary shares of 1 pence each were repurchased and held in treasury by the Company at 2.85 pence per share; (xiv) 3 December 2015: 250,000 ordinary shares of 1 pence each were repurchased and held in treasury by the Company at 2.99 pence per share; (xv) 16-18 February 2016: 1,000,000 ordinary shares of 1 pence each were disposed of out of treasury at 2.6 pence per share; (xvi) 9 June 2016: 98,333,334 ordinary shares of 1 pence each were issued at 1.8 pence per share by way of a private placing and subscription; (xvii) 20 June 2016: 7,000,000 ordinary shares of 1 pence each were issued at 1.8 pence per share to acquire Sable Investment’s shares; (xviii) 25 August 2016: 38,666,668 new ordinary shares of 1 pence each were issued at a price of 1.5 pence by way of a private placing; (xix) 21 October 2016: 53,571,430 ordinary shares of 1 pence each were issued at a price of 1.4 pence by way of a private placing; (xx) 18 January 2017: 7,021,511 ordinary shares of 1 pence each were issued at a price of 2.4 pence per share following the exercise of warrants; (xxi) 24 January 2017: 2,537,224 ordinary shares of 1 pence each were issued at a price of 2.4 pence per share following the exercise of warrants; 128

129. (xxii) 31 January 2017: 2,066,666 ordinary shares of 1 pence each were issued at a price of 2.4 pence per share following the exercise of warrants; (xxiii) 14 Fe bruary 2017: 463,333 ordinary shares of 1 pence each were issued at a price of 2.4 pence per share following the exercise of warrants; (xxiv) 22 February 2017: 216,667 ordinary shares of 1 pence each were issued at a price of 2.4 pence per share following the exercise of warrants; 3.5 Since 28 February 2017 the following changes in share capital have taken place: (i) 9 March 2017: 9,306,278 ordinary shares of 1 pence each were issued at a price of 2.4 pence per share following the exercise of warrants; (ii) 9 March 2017: 3,866,667 ordinary shares of 1 pence each were issued at a price of 1.5 pence per share and 4,833,333 ordinary shares of 1 pence each were issued at a price of 1.8 pence per share, in each case following the exercise of warrants; (iii) 16 March 2017: 1,000,000 ordinary shares of 1 pence each were issued at a price of 2.4 pence per share following the exercise of warrants; (iv) 17 Mar ch 2017: 5,357,143 ordinary shares of 1 pence each were issued at a price of 2.8 pence per share following the exercise of warrants; (v) 13-22 March 2017: 3,642,221 ordinary shares of 1 pence each were issued at a price of 2.4 pence per share, in each case following the exercise of warrants; (vi) 23 Mar ch 2017: 5,449,790 ordinary shares of 1 pence each were issued at a price of 2.4 pence per share following the exercise of warrants; (vii) 23 March 2017: 1,000,000 ordinary shares of 1 pence each were issued at a price of 2.4 pence per share following the exercise of warrants; (viii) 28 March 2017: 3,071,111 ordinary shares of 1 pence each were issued at a price of 2.4 pence per share following the exercise of warrants; (ix) 29 March 2017: 2,355,556 ordinary shares of 1 pence each were issued at a price of 2.4 pence per share following the exercise of warrants; (x) 31 March 2017: 315,767 ordinary shares of 1 pence each were issued at a price of 2.4 pence per share following the exercise of warrants; (xi) 4 April 2017: 1,008,333 ordinary shares of 1 pence each were issued at a price of 2.4 pence per share following the exercise of warrants; (xii) 11 April 2017: 25,000,000 ordinary shares of 1 pence each were issued at a price of 2.4 pence per share following the exercise of warrants; (xiii) 27 April 2017: 166,667 ordinary shares of 1 pence each were issued at a price of 2.4 pence per share following the exercise of warrants; (xiv) 4 May 2017: 165,000 ordinary shares of 1 pence each were issued at a price of 2.4 pence per share following the exercise of warrants; (xv) 12 May 2017: 166,667 ordinary shares of 1 pence each were issued at a price of 2.4 pence per share following the exercise of warrants; (xvi) 24 May 2017: 900,000 ordinary shares of 1 pence each were issued at a price of 2.4 pence per share following the exercise of warrants; (xvii) 7 June 2017: 1,696,667 ordinary shares of 1 pence each were issued at a price of 2.4 pence per share following the exercise of warrants; (xviii) 28 June 20 17: 41,000,000 ordinary shares of 1 pence each were issued at a price of 1.6 pence per share following the UIS transaction; (xix) 17 July 2017: 166,667 ordinary shares of 1 pence each were issued at a price of 2.4 pence per share following the exercise of warrants; (xx) 23 September 2017: 55,556 ordinary shares of 1 pence each were issued at a price of 2.4 pence per share following the exercise of warrants; 129

2. or Shareholder or to any other subsequent purchaser of any of the Ordinary Shares and accordingly no duty of care is accepted in relation to them. No representation or warranty, express or implied, is made by SP Angel Corporate Finance LLP as to, and no liability whatsoever is accepted by SP Angel Corporate Finance LLP in respect of, any of the contents of this document (without limiting the statutory rights of any person to whom this document is issued). Notice convening a General Meeting of the Company to be held at 18-20 Le Pollet, St Peter Port, Guernsey GY1 1WH on 20 December 2017 at 10.00 a.m. is set out at the end of this document. A Form of Proxy accompanies this document. To be valid, the Form of Proxy accompanying this document must be completed and returned so as to be received at the offices of the Company’s registrars, Link Asset Services at The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU not later than 10.00 a.m. on 18 December 2017. The completion and depositing of a Form of Proxy will not preclude Shareholders from attending and voting in person at the General Meeting should they wish to do so. Shareholders who hold their shares through CREST and who wish to appoint a proxy or proxies for the General Meeting or any adjournment(s) by using the CREST electronic proxy appointment service may do so by using the CREST proxy voting service in accordance with the procedures set out in the CREST manual. CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting service provider, should refer to that CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf. Copies of this document will be available free of charge during normal business hours on any weekday (except Saturdays, Sundays and public holidays) at the offices of SP Angel Corporate Finance LLP, Prince Frederick House, 35-39 Maddox Street, London W1S 2PP from the date of this document and for a period of at least one month from Admission. The Ordinary Shares have not been, nor will they be, registered under the US Securities Act of 1933 (as amended) or under any applicable securities laws of any state of the United States, Canada, the Republic of South Africa, Republic of Ireland or Japan. The Ordinary Shares may not be offered or sold or delivered, directly or indirectly, in or into the United States of America, Canada, Australia, the Republic of South Africa, Republic of Ireland or Japan. This document must not be mailed or otherwise distributed or sent to or into the United States of America, Canada, the Republic of South Africa, Republic of Ireland or Japan. This document does not constitute an offer for, or the solicitation of an offer to subscribe for, any of the Ordinary Shares, in respect of any person in any jurisdiction to whom it is unlawful to make such an offer or solicitation in such jurisdiction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. No person is authorised, in connection with the Admission, to give any information or make any representation other than as contained in this document and, if given or made, such information or representation must not be relied upon as having been authorised by the Company or its respective directors or professional advisers. No Ordinary Shares have been marketed to, nor are any available for purchase in whole or in part by, the public in the United Kingdom or elsewhere in connection with the Admission. This document does not constitute an offer to sell or an invitation to any such person to subscribe for or purchase any Ordinary Shares. The distribution of this document in certain jurisdictions may be restricted by law. No action has been taken by the Company or by SP Angel Corporate Finance LLP that would permit a public offer of Ordinary Shares or possession or distribution of this document where action for that purpose is required. Persons into whose possession this document comes should inform themselves about, and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. Holding Ordinary Shares may have implications for overseas shareholders under the laws of the relevant overseas jurisdictions. Overseas shareholders should inform themselves about and observe any applicable legal requirements. It is the responsibility of each overseas shareholder to satisfy himself as to the full observance of the laws of the relevant jurisdiction in connection therewith, including the obtaining of any governmental, exchange control or other consents which may be required, or the compliance with other necessary formalities which are required to be observed and the payment of any issue, transfer or other taxes due in such jurisdiction. FORWARD LOOKING STATEMENTS Certain statements in this document are “forward looking statements.’’ These forward looking statements are not based on historical facts but rather on management’s expectations regarding the Company’s future growth, results of operations, performance, future capital and other expenditures (including the amount, nature and sources of funding thereof), competitive advantages, planned exploration and development drilling activity and the results of such drilling activity, business prospects and opportunities. Such forward looking statements reflect management’s current beliefs and assumptions and are based on information currently available to management. Forward looking statements involve significant known and unknown risks and uncertainties. A number of factors could cause actual results to differ materially from the results discussed in the forward looking statements including risks associated with vulnerability to general economic market and business conditions, competition, environmental and other regulatory changes, the results of exploration and development drilling and related activities, actions by governmental authorities, the availability of capital markets, reliance on key personnel, uninsured and underinsured losses and other factors, many of which are beyond the control of the Company. Although the forward looking statements contained in this document are based upon what management believes to be reasonable assumptions the Company cannot assure investors that actual results will be consistent with these forward looking statements. 2

57. 6.3 The Minister must grant the renewal of a prospecting right if the application complies with section 18(1) and (2) and the holder of the prospecting right has complied with the: 6.3.1 terms and conditions of the prospecting right and is not in co ntravention of any relevant provision of the MPRDA; 6.3.2 prospecting work programme; and 6.3.3 compliance with the conditions of the environmental authorisation. 6.4 A prospecting right in respect of which an application for renewal has been lodged remains in force despite its stated expiry date until such time as such application has been granted or refused. 6.5 Section 19(2) of the MPRDA provides as follows: (1) Rights and obligations of holder of prospecting right.—(1) In addition to the rights referred to in section 5, the holder of a prospecting right has: (a) subject to section 18, the exclusive right to apply for and be granted a renewal of the prospecting right in respect of the mineral and prospecting area in question; (b) subject to subsection (2), the exclusive right to apply for and be granted a mining right in respect of the mineral and prospecting area in question; and (c) subject to the permission referred to in section 20, the exclusive right to remove and dispose of any mineral to which such right relates and which is found during the course of prospecting. (2) The holder of a prospecting right must: (a) lodge such right for registration at the Mineral and Petroleum Titles Registration Office within 60 days after the right has become effective; Para. (a) substituted by s. 15 (a) of Act No. 49 of 2008. Wording of Sections (b) commence with prospecting activities within 120 days from the date on which the prospecting right becomes effective in terms of section 17 (5) or such an extended period as the Minister may authorise; (c) continuo usly and actively co nduct prospecting operations in accordance with the prospecting work programme; (d) comply with the terms and conditions of the prospecting right, relevant provisions of this Act and any other relevant law; (e) comply with the conditions of the environmental authorisation; (f) pay the prescribed prospecting fees to the State; and (g) subject to section 20 and in terms of any relevant law, pay the State royalties in respect of any mineral removed and disposed of during the course of prospecting operations. (h) submit progress reports and data of prospecting operations to the Regional Manager within 30 days from the date of submission thereof to the Council for Geoscience.” 6.6 Section 20 of the MPRDA provides as follows: “Permission to remove and dispose of minerals.—(1) Subject to subsection (2), the holder of a prospecting right may only remove and dispose for his or her own account any mineral found by such holder in the course of prospecting operations conducted pursuant to such prospecting right in such quantities as may be required to conduct tests on it or to identify or analyse it. (2) The holder of a prospecting right must obtain the Minister’s written permission to remove and dispose for such holder’s own account of diamonds and bulk samples of any other minerals found by such holder in the course of prospecting operations.” 57

130. (xxi) 13 October 2017: 540,540 ordinary shares of 1 pence each were issued at a price of 9.3 pence per share following a convertible bond issue; (xxii) 24 October 2017: 200,000 ordinary shares of 1 pence each were issued at a price of 2.4 pence per share following the exercise of warrants; (xxiii) 26 October 2017: 48,663 ordinary shares of 1 pence each were issued at a price of 2.4 pence per share following the exercise of warrants; (xxiv) 9 November 2017: the Sub-division took effect as part of the Demerger; (xxv) 9 November 2017 the share capital of the Company was reduced by way of the redemption (and subsequent cancellation) of the Redeemable Shares pursuant to the Demerger; (xxvi) 15 November 2017: 434,000 ordinary shares of 1 pence each were issued at a price of 6.8 pence per share following the exercise of warrants; and (xxvii) 15 November 2017: 652,000 ordinary shares of 1 pence each were issued at a price of 4.5 pence per share following the exercise of warrants. 3.6 As at 24 November 2017, being the last practical dates prior to the publication of this document, there are 670,000 Ordinary Shares held in treasury. 3.7 At the last annual general meeting of the Company held on 12 September 2017 resolutions were passed granting the Directors general and unconditional authority pursuant to the Articles to issue (or grant rights to subscribe for, or to convert any security into) up to 250 million shares and that the provisions of the Articles requiring such shares to be offered on a pre-emptive basis to all Shareholders be excluded. The authority is to expire at the conclusion of the next annual general meeting of the Company. 3.8 At the GM, resolutions of the Company are being proposed to do the following: (i) approve the Acquisition and authorise the Directors to issue the Consideration Shares for the purposes of the Acquisition; and (ii) authorise the Directors to issue, grant rights to subscribe for, or to convert any securities into up to 287,793,087 new Ordinary Shares in the Company, being approximately one third of the Enlarged Issued Share Capital, and to disapply pre-emption rights for up to 100 million new Ordinary Shares, being approximately 11.6 per cent. of the Enlarged Issued Share Capital, having used up a substantial amount of its existing authorities through the issue of Convertible Bonds and Convertible Bond Warrants. 3.9 As at the date of this document there are 808,612,897 Ordinary Shares in issue (including 670,000 treasury shares), all of which are fully paid and on Admission there are expected to be 863,379,261 Ordinary Shares in issue (including the Consideration Shares), all of which will be fully paid. 3.10 Save for the issue of the Consideration Shares and the Management Shares, any Ordinary Shares arising on exercise of any Warrants, and any Ordinary Shares arising on conversion of the Convertible Bonds no capital of the Company is proposed to be issued as at the date of this document. 3.11 No Ordinary Shares are under option or agreed to be put under option. 3.12 Save in respect of the Convertible Bonds, the second tranche of which the Company intends to draw down on publication of this document, as at the date of this Document there are no, and at Admission there will not be, any convertible securities in issue in the Company. 3.13 As at the date of this Document there are no, and at Admission there will not be, any shares which do not represent capital. 3.14 As at the date of this Document there are no, and at Admission there will not be, any shares in the Company held by or on behalf of the Company itself or by subsidiaries of the Company. 3.15 There are no takeover bids by third parties in respect of the Company’s shares which have occurred since incorporation of the Company. 130

164. J3727 Bushveld Minerals Ltd_Vametco CPR Update_RSA Page: viii Mineral Resource estimate was completed by Mrs Kaylan Bartlett, a Mineral Resource Consultant for MSA under the guidance and supervision of Mr Jeremy Witley, a Principal Resource Consultant for MSA. Magnetites, contained in three magnetite-rich layers, are the source of vanadium within the deposit. The layers are stratiform and defined by the presence of significant magnetite content (>20%). Three dimensional models of the magnetite-rich layers were constructed by defining the top and bottom contacts and then creating models of the surfaces using Leapfrog Geo software. Of the 52 diamond drillholes in the database, 14 of the holes were not used for grade estimation as the V 2 O 5 grades were found to be whole rock analyses rather than V 2 O 5 grades of magnetite. A total of 6 intersections of the Upper Seam, 12 for the Intermediate Seam and 31 for the Lower Seam were used to estimate the grade of the Mineral Resource. Attributes were estimated into the individual mineralised zones using the 2 m composite drillhole sample data for each seam. Inverse distance to the power of two was used to estimate the grades into parent cells. There were no SG data available. An average density of 3.3 t/m 3 was provided by Vametco, which was assigned to the seams for the tonnage estimate. The search ellipse used for estimation was based on indicative variogram modelling. A search of 200 m by 200 m by 10 m was used to select the sample composites for block estimation. The minimum number of composites required for a block to be estimated is 6 while a maximum of 12 composites was used. These criteria were applied to the Upper, Intermediate and Lower Seam. If a block was not estimated from the initial search ellipse, the ellipse size was doubled. Should a block still not be estimated, a larger search ellipse was used by expanding the search by ten times the original search ellipse extent. The Mineral Resources were estimated and reported in accordance with the 2012 edition of the JORC Code and have an effective date of 06 October 2017 (Table 2). The Mineral Resource dips at approximately 19° to the northeast and strikes from northwest to southeast. The Upper Seam Mineral Resource extends for approximately 1,570 m along strike and approximately 210 m in the dip direction. The Intermediate Seam Mineral Resource extends for approximately 2,290 m along strike and approximately 350 m in the dip direction. The Lower Seam Mineral Resource extends for approximately 3,540 m along strike and approximately 430 m in the dip direction. The Mineral Resource estimate is limited to 125 m below surface, which is 5 m deeper than that used for the mining study. The mineralisation is open down-dip. The Upper Seam Mineral Resource Estimate is on average 10.7 m thick, the Intermediate Seam 8.9 m and the Lower Seam 30.5 m. 164

65. PART IV Financial Information on Bushveld Minerals Limited In accordance with AIM Rule 28, the London Stock Exchange has authorised the omission of financial information required by section 20.1 of Annex I of the Prospectus Rules from this document. The annual report and accounts for Bushveld Minerals Limited for the three years ended 28 February 2017, 29 February 2016 and 28 February 2015 and the interim accounts for the 6 months ended 31 August 2017 can be accessed on the Company’s website at www.bushveldminerals.com/financial-reports/ 65

73. Accounting standards and interpretations not applied Standards, amendments and interpretations to existing standards that are not yet effective and have not been early adopted by the SMC Group: Amendments to IFRS 2: 1 January 2018 Amendments to provide requirements on the Classification and Measurement accounting for the effects of vesting and of Share-based Payment non-vesting conditions on the measurement Transactions* of cash-settled share-based payments, share-based payment transactions with a net settlement feature for withholding tax obligations, and a modification to the terms and conditions of a share-based payment that changes the classification of the transaction from cash-settled to equity- settled. IFRIC 22 Foreign Currency 1 January 2018 Provides requirements about which Transactions and Advance exchange rate to use in reporting foreign Consideration* currency transactions (such as revenue transactions) when payment is made or received in advance. IFRS 9 Financial Instruments 1 January 2018 Replacement to IAS 39 and is built on a logical, single classification and measurement approach for financial assets which reflects both the business model in which they are operated and their cash flow characteristics. Also addresses the so-called ‘own credit’ issue and includes an improved hedge accounting model to better link the economics of risk management with its accounting treatment. It is a change from incurred to expected loss model. IFRS 15 Revenue from 1 January 2018 Introduces requirements for companies to Contracts recognise revenue to depict the transfer of with Customers (IFRS 15 goods or services to customers in amounts clarifications not EU– that reflect the consideration to which the endorsed) company expects to be entitled in exchange for those goods or services. Also results in enhanced disclosure about revenue and provides or improves guidance for transactions that were not previously addressed comprehensively and for multiple-element arrangements. * not yet endorsed by the EU The Directors anticipate that the adoption of these Standards and Interpretations in future periods will have no material impact on the financial statements of the SMC Group, subject to any future business combinations. IFRS 16 Leases* 1 January 2019 The new standard recognises a leased asset and a lease liability for almost all leases and requires them to be accounted for in a consistent manner. This introduces a single lessee accounting model and eliminates the previous distinction between an operating lease and a finance lease. The Directors are in the process of reviewing the impact of that the adoption of this Standard will have in future periods. 73

135. a Director may be party to any transaction or arrangement with the Company and may continue to act for the Company. A Director shall not be liable, by reason of his office, to account to the Company for any benefit resulting from such conflict situation. Save as provided in the Articles, a Director shall not vote on, or be counted in the quorum in relation to, any resolution of the Board or of a committee of the Board concerning any contract, arrangement, transaction or any other proposal whatsoever to which the Company is or is to be a party and in which he has an interest which (together with any interest of any person connected with him) is to his knowledge a material interest otherwise than by virtue of his interests in shares or debentures or other securities of or otherwise in or through the Company, unless the resolution concerns any of the following matters: (i) a contract or arrangement for giving to the Director security or a guarantee or indemnity in respect of: (ii) money lent by him or obligations undertaken by him or by any other person at the request of or for the benefit of the Company or any of its subsidiaries; or (iii) a debt or obligation of the Company or any of its subsidiaries for which he himself has assumed responsibility in whole or part under a guarantee or indemnity or by the giving of security; (iv) where the Company or any of its subsidiary undertakings is offering securities in which offer the Director is, or may be, entitled to participate as a holder of securities or in the underwriting or sub underwriting of which the director is to participate; (v) relating to another company in which he and any persons connected to him do not to his knowledge hold an interest in shares representing one per cent. or more of any class of the equity share capital or of the voting rights in that company; (vi) relating to a pension, superannuation or similar scheme or retirement, death or disability benefits scheme or employees’ share scheme which does not award him any privilege or benefit not awarded to the employees to whom the scheme relates; or (vii) concerning i nsurance which the Company proposes to maintain or purchase for the benefit of Directors or the benefit of persons including Directors. The Directors shall have power at any time and from time to time to appoint any person to be a Director, either to fill a casual vacancy or as an addition to the existing Directors. Any Director so appointed shall hold office only until the next following annual general meeting and shall then be eligible for re-election. The Company in general meeting may by ordinary resolution appoint any person to be a Director either to fill a casual vacancy or as an additional Director, and may remove any Director. Subject to the provisions of the Articles, at every annual general meeting of the Company one third of the Directors who are subject to retirement by rotation or, if their number is not a multiple of three, then the number nearest to but not exceeding one-third, shall retire from office. The Directors of the Company (other than alternate Directors) shall be paid such remuneration (by way of fee) for their services as may be determined by the Directors or any committee of the Directors formed for the purpose of determining Directors’ fees. The remuneration shall be deemed to accrue from day to day. The Directors shall also be entitled to be repaid all travelling, hotel and other expenses of travelling to and from board meetings, committee meetings, general meetings, or otherwise incurred while engaged on the business of the Company. The ordinary aggregate fees of all the Directors payable under the provisions of these Articles shall not exceed £500,000 or such higher amount as the Company may, from time to time by ordinary resolution, determine. Subject to the provisions of the Law every Director, secretary or other officer of the Company (other than an auditor) is entitled to be indemnified against all losses or liabilities incurred whether in connection with any proven or alleged negligence, default, breach of duty or breach of trust by him or otherwise, in relation to the Company, or any associated company or trustee of a pension scheme. Unless and until otherwise determined by ordinary resolution of the Company, the number of Directors shall be not less than two nor more than eight. There is no age limit nor any share qualification for Directors. 135

155. 14.12 RSM UK Audit LLP, Chartered Accountants of 25 Farringdon Street, London EC4V 4AB, were auditors of the Company for the period relating to the accounts referred to in Part IV of this document. RSM UK Audit LLP are a member of the Institute of Chartered Accountants of Scotland. 14.13 RSM Corporate Finance LLP has given and has not withdrawn its written consent to the inclusion in this document of its Accountants’ Reports set out in Section A Part V and Section A of Part VII of this document in the form and context in which they appear and has authorised its Accountants’ Reports for the purposes of the AIM Rules. 14.14 SP Angel has given and not withdrawn its written consent to the issue of this document and the references to them in the form and context in which such references are included. 14.15 The Vametco Competent Person has given and not withdrawn its written consent to the issue of this document and the references to them in the form and context in which such references are included. 14.16 The Madagascar Competent Person has given and not withdrawn its written consent to the issue of this document and the references to them in the form and context in which such references are included. 14.17 The Mokopane Competent Person has given and not withdrawn its written consent to the issue of this document and the references to them in the form and context in which such references are included. 14.18 Th ere are not, in respect of any member of the Enlarged Group, any significant recent tre nds in production, sales and inventory, and costs and selling prices since the end of the last financial year to the date of this Document. 14.19 There are not, in respect of any member of the Enlarged Group, any known trends, uncertainties, demands, commitments or events that are reasonably likely to have a material effect on the Enlarged Group’s prospects for at least the current financial year of the Company. 14.20 In relation to Vametco, Vametco has paid a total of RAND 12,473,633.57 to the RSA government since April 2017 with respect to the maintenance of its mining assets. 15 Availability of Document Copies of this document will be available free of charge to the public at the registered office of SP Angel at Prince Frederick House 4th Floor, 35-39 Maddox Street, London, W1S 2PP during normal business hours on any weekday (Saturdays and public holidays excepted) until the date falling one month after the date of Admission. Dated 30 November 2017 155

192. J3727 Bushveld Minerals Ltd_Vametco CPR Update_RSA Page: 19 In closure, Vametco Mine has demonstrated its capabilities in achieving production targets, both from a mining and beneficiation point of view. 192

556. Perivan Financial Print 247647

25. and front-end loaders. The current mining capacity at Vametco is 2.54 million tonnes per annum, of which about 1.33 million tonnes is ore and the rest overburden/waste (these figures are based on the 2015 actuals). Figure 7 illustrates the general open cast mining method principles that are applied at Vametco. Due to the stratified nature of the ore deposit, Vametco utilises a combination of strip mining and open pit mining. For current mining activities, the possibility of concurrent backfilling is being investigated in order to determine the most effective method/sequence. It will make most sense to start with backfilling in areas where the pit has been mined to the final high-wall and for this reason the western portion of the pit would probably be backfilled first (as it is adjacent to the graveyard area, which might be kept in position if an agreement to move it cannot be reached). Fig 7: Schematic of the Mining Method at Vametco Mine The open pit mining approach can be typified as bench mining where faces are opened up in one area through overburden and waste stripping. The exposed ore is mined and transported to the plant by a fleet of trucks and shovels. In order to get the optimal long-term plan for Vametco, an optimization study (pit limit analysis) was done to generate different pit shells in order to choose the pit shell that will render the best value over the LoM (further details of the optimization study are contained within the competent person’s report on Vametco). 25

217. J3727 Bushveld Minerals Ltd_Vametco CPR Update_RSA Page: 44 7.9 Mineral Resource Statement The Mineral Resource estimate has been completed under the supervision of Mr J. C. Witley who is a professional geologist with more than 25 years’ experience in base and precious metals exploration and mining as well as Mineral Resource evaluation and reporting. He is a Principal Resource Consultant for MSA, is registered with SACNASP and is a Fellow of the GSSA. Mr Witley has the appropriate relevant qualifications, experience, competence and independence to be considered a “Competent Person” under the definitions provided in the 2012 Edition of the JORC Code. The Mineral Resource estimate as at 06 October 2017 is presented in Table 7-9. In the CP’s opinion, the Mineral Resource reported herein has reasonable prospects for eventual economic extraction, given that it is an operating mine and associated processing facility with a market for the vanadium product. An open-pit optimisation exercise has been completed by VBKOM Consultants for the purposes of estimating Ore Reserves to a depth of 120 m. The Mineral Resource was prepared in accordance with the guidelines of the 2012 Edit ion of the JORC Code. The Mineral Resource is classified into the Indicated and Inferred categories as shown in Table 7-9. The Mineral Resource dips at approximately 19° to the northeast and strikes from northwest to southeast. The Upper Seam Mineral Resource extends for approximately 1,570 m along strike and approximately 210 m in the dip direction. The Intermediate Seam Mineral Resource extends for approximately 2,290 m along strike and approximately 350 m in the dip direction. The Lower Seam Mineral Resource extends for approximately 3,540 m along strike and approximately 430 m in the dip direction. The Mineral Resource estimate is limited to 125 m below surface, which is 5 m deeper than that used for the mining study. The mineralisation is open down-dip. The Upper Seam Mineral Resource Estimate is on average 10.7 m thick, the Intermediate Seam 8.9 m and the Lower Seam 30.5 m. 217

239. J3727 Bushveld Minerals Ltd_Vametco CPR Update_RSA Page: 66 The financial analyses were done on a vanadium price of 30.0 US$/kg V which is above the long- term average, but lower than the current price of 40-45 US$/kg V. 239

328. _____________________________________________________________________________________________________________________________ J2518: CPR and updated MRE for the Mokopane Fe-V-Ti Project Page: 13 October 2017 Electricity can be accessed through the parastatal power supply company Eskom. The region has a long history of mining going back to 1926 when mining of the Platreef for platinum group metals (“PGM”) started. The large-scale Platreef opencast Mogalakwena Mine is situated approximately 10 km to the south-east of the Project Area and has been operated by Anglo American Platinum since 1993. The Boikgantsho Platreef project, jointly owned by Atlatsa Resources and Anglo American Platinum, is at the feasibility stage and is located 10 km north- east of the Project Area. 328

227. J3727 Bushveld Minerals Ltd_Vametco CPR Update_RSA Page: 54 Figure 9-2 General Layout Plan Vanadium bearing magnetite is mined from the Bushveld Igneous Complex. The open pit has a strike of about 3.5 km in an east-west direction and the ore bodies (upper, middle and lower seams) dip at 19° to the north. Prior to mining in a particular area all vegetation cover and useable soil is removed and placed on a separate soil stockpile. Waste rock and ore are blasted at irregular intervals and removed to waste rock dumps or the primary crusher, respectively (Figure 9-2). Material is loaded onto 20 or 40-tonne haul trucks using hydraulic shovels and front-end loaders. The current mining capacity at Vametco is 2.54 million tonnes per annum, of which about 1.33 million tonnes is ore and the rest overburden or waste (these figures are based on the 2016 actuals). Due to the stratified nature of the ore deposit, Vametco utilises a combination of strip mining and open pit mining. For current mining activities, the possibility of concurrent backfilling is being investigated in order to determine the most effective method/ sequence. It will make most sense to start with backfilling in areas where the pit has been mined to the final high-wall and for this reason the western portion of the pit would probably be backfilled first (as it is adjacent to the graveyard area, which might be kept in position if an agreement to move it cannot be reached). The open pit mining approach can be typified as bench mining where faces are opened up in one area through overburden and waste stripping. The exposed ore is mined and transported to the plant by a fleet of trucks and shovels. In order to get the optimal long-term plan for Vametco, an optimisation study (pit limit analysis) was done to generate different pit shells in order to choose the pit shell that will render the best value over the LOM. 227

264. J3727 Bushveld Minerals Ltd_Vametco CPR Update_RSA Page: 91 Appendix 3 Table 1 264

32. The project is located on the central portion of the northern limb of the Bushveld Complex, the second largest host of vanadium resources in the world. The project is in the Mokopane District of Limpopo Province, approximately 65km west of Polokwane. The Mokopane Vanadium Project has a prospecting right (LP95PR), which incorporates five farms, these being Vogelstruisfontein 765 LR, Vriesland 781 LR, Vliegekraal 783 LR, Schoonoord 786 LR and Bellevue 808 LR. The Project’s prospecting right covers several minerals including iron ore, vanadium, titanium and phosphorus. An application for a Mining Right was lodged in March 2015 and is currently still being processed by South Africa’s Department of Minerals Resources. In September 2016, Bushveld was granted an Integrated Environmental Authorisation by the South African Mineral Resources Department in terms of section 24 L of the National Environmental Management Act (Act 107 of 1998) for the project. The Environmental Impact Assessment was compiled as part of the Mining Right Application submitted on 12 March 2015. The next step in the application process is the approval of the Company’s mine works programme and social and labour plan which will pave the way for the granting of the Mining Right. A water use plan will need to be applied for and the Company is engaging authorities to secure sufficient water for mining and will apply for a water use licence once they have clarity around water supply. The Mokopane Vanadium Project deposit consists of a series of layered mineralised units along a 5.5 km long north-south strike at a dip of between 18° to 22° to the west. The Project comprises three stratigraphically adjacent and parallel titano-magnetite layers namely the Main Magnetite Layer, the Main Magnetite Layer Hanging Wall layer and the AB Zone. The project has JORC Code-compliant combined Ore Reserves and Indicated and Inferred Mineral Resources of 297.2 Mt (JORC), hosted by the three titano- magnetite layers – the MML, the MML-HW and the AB Zone, with vanadium in magnetite grades ranging from 1.6 per cent. to over 2 per cent. V 2 O 5 . A PFS on the Mokopane Vanadium Project was completed and published in January 2016. The PFS was premised on only the MML resource being mined and processed through a primary salt roast and leach process to produce over 99 per cent. purity V 2 O 5 . The project economics are attractive: a base case operation of 1.0Mtpa of run-of-mine, producing 672,000tpa of V 2 O 5 concentrate with an average V 2 O 5 grade of 1.75 per cent., which is then processed through a primary salt roast and leach process to produce 9,525tpa of a >99 per cent. purity V 2 O 5 product. The study yielded a pre-tax NPV of US$418 million and a pre-tax IRR of 24 per cent. after a capital expenditure of US$298 million. Bushveld believes the Mokopane Vanadium Project is robust enough to advance to a bankable feasibility study. The Company continues to evaluate the potential to bring the asset into production in the most cost- efficient manner possible. The intention remains to develop the project alongside the Company’s broader vanadium portfolio. 7.2 Brits Vanadium Project The Company entered into definitive legal agreements to acquire the Brits Vanadium Project which, comprises prospecting rights on several farms adjacent to Vametco. The project includes a mining right under application for vanadium and hosts high-grade vanadium mineralisation in several magnetite layers. The mineralisation is outcropping and a continuation of the Vametco deposit strike with similar or higher vanadium grades. The project offers a potential extension of Vametco’s life of mine and potentially presents cheaper near-surface ore for the Vametco plant for the Vametco plant. Historical drilling shows in-magnetite grades of as much as 2.6 per cent. V 2 O 5 . The Company is in the process of securing regulatory approval in terms of section 11 of the Mineral and Petroleum Resources Development Act for change of control in respect of the subsidiaries acquired from Sable Metals & Mining Limited. Following approval, Bushveld intends to commence with activities to delineate the project’s extensive shallow resource. 7.3 Bushveld Energy Bushveld Energy, an 84 per cent. subsidiary of Bushveld, was established to participate in the large and growing global energy storage market through vanadium-based utility-scale batteries. In 2014, Bushveld identified the utility-scale energy storage applications of vanadium based redox flow batteries as presenting a significant commercial proposition as well as supporting and diversifying the demand profile for vanadium. 32

138. Director Current Directorships/Partnerships Past Directorships/Partnerships Pamish Investments No 61 (Pty) Ltd Pamish Investments No 63 (Pty) Ltd Pamish Investments No 64 (Pty) Ltd Pamish Investments No 65 (Pty) Ltd Pamish Investments No 69 (Pty) Ltd Pamish Investments No 70 (Pty) Ltd Pamish Investments No 71 (Pty) Ltd Renetype (Pty) Ltd Something More Trading (Pty) Limited Strategic Minerals Corporation VM Investment Company (Pty) Ltd Woman Unlimited Ministries (Pty) Ltd Fortune Mojapelo Gulube Marketing (Pty) Ltd AfriTin Mining Limited Amaraka Investments No 65 (Pty) Ltd Amaraka Investments No 69 (Pty) Ltd Amaraka Investments No 70 (Pty) Ltd Amaraka Investments No 72 (Pty) Ltd Amaraka Investments No 83 (Pty) Ltd Amaraka Investments No 85 (Pty) Ltd Bushveld Minerals Limited Bushveld Resources Limited Bushveld Vametco Alloys (Pty) Ltd Bushveld Vametco Holdings (Pty) Ltd Canton Trading 193 (Pty) Ltd Copper Mountain Trading 10 (Pty) Ltd Eagle Uranium SA (Pty) Ltd Frontier Platinum Resources (Pty) Ltd Greenhills Resources Limited Imaloto Power Project Limited Jaxson 641 (Pty) Ltd Joerg Foundry (Pty) Ltd Kopela Kunana Mining and Processing (Pty) Ltd Lemur Investments Limited Lemur Resources Limited Metalloy Products (Pty) Ltd Metalloy Resources Investments (Pty) Ltd Mokopane Tin Company (Pty) Ltd Moputso Investments No 71 (Pty) Ltd Moputso Investments No 72 (Pty) Ltd Moputso Investments No 75 (Pty) Ltd MRT Group (Pty) Ltd Newshelf 1135 (Pty) Ltd Nimag (Pty) Ltd Pamish Investments No 39 (Pty) Ltd Pamish Investments No 49 (Pty) Ltd Pamish Investments No 59 (Pty) Ltd Pamish Investments No 61 (Pty) Ltd Pamish Investments No 63 (Pty) Ltd Pamish Investments No 64 (Pty) Ltd Pamish Investments No 65 (Pty) Ltd Pamish Investments No 69 (Pty) Ltd Pamish Investments No 70 (Pty) Ltd Pamish Investments No 71 (Pty) Ltd Anthony Viljoen 138

139. Director Current Directorships/Partnerships Past Directorships/Partnerships 6.4 Mr Watson is a former director of Tsumeb Corporation Ltd which was placed into provisional liquidation in March 1988. In March 2000 a scheme of compromise was entered into and the total estimated shortfall to creditors was ZAR 50 million. 6.5 Mr Ian Watson, was a director of Shaft Sinkers Holdings plc, when it entered into creditors voluntary liquidation on 18 June 2015. No liquidator accounts have been published to date. 6.6 Save as disclosed in paragraph 6.4 and 6.5 of this Part VIII, no Director: (i) has any unspent convictions in relation to indictable offences; or (ii) has been bankrupt or the subject of an individual voluntary arrangement, or has had a receiver appointed to any asset of such director; or (iii) has been a director of any company which, while he or she was a director or within 12 months after he or she ceased to be a director, had a receiver appointed or went into compulsory liquidation, creditors voluntary liquidation, administration or company voluntary arrangement, or made any composition or arrangement with its credits generally or with any class of its creditors; or (iv) has been a partner of any partnership which, while he or she was a partner or within 12 months after he or she ceased to be a partner, went into compulsory liquidation, administration or partnership voluntary arrangement, or had a receiver appointed to any partnership asset; or (v) has had any public criticism by statutory or regulatory authorities (including recognised professional bodies); or (vi) has been disqualified by a court from acting as a director of a company or from acting in the management or conduct of the affairs of any company. Pan African Drilling Limited Renetype (Pty) Ltd Rustenburg Engineers and Foundry (Pty) Ltd Something More Trading (Pty) Ltd VM Investment Company (Pty) Ltd Anthony Viljoen (continued) None Bushveld Minerals Limited Bushveld Resources Limited Greenhills Resources Limited J H Isaacs Group Holdings (Pty) Ltd Market Street Nominees Fourteen (Pty) Ltd Mokopane Tin Company (Pty) Ltd Parmid (Pty) Ltd Renetype (Pty) Ltd Geoff Sproule Wilton’s Music Hall Bushveld Minerals Limited Bushveld Vametco Limited International Resorts Management Limited Roeburn Capital Ltd Jeremy Friedlander 139

134. the deposit of the requisition, a meeting may be convened by such requisitionists as provided by the Law. Twenty one clear days’ notice in respect of an annual general meeting and fourteen clear days’ notice in respect of every other general meeting shall be given to all members (other than those who, under the provisions of the Articles or otherwise, are not entitled to receive notices from the Company) and to the Directors and the auditors for the time being of the Company, but the accidental omission to give such notice to, or the non-receipt of such notice by, any member or Director or the auditors shall not invalidate any resolution passed or any proceeding at such meeting. Every notice shall specify the place, the day and the time of the meeting and the general nature of the business of the meeting. In the case of a meeting convened for passing a special resolution, waiver resolution or unanimous resolution the notice shall also specify the intention to propose the resolution as a special resolution, waiver resolution or unanimous resolution as the case may be, and specify the text of any proposed special resolution, waiver resolution or unanimous resolution. The notice shall also state with reasonable prominence that a member entitled to attend and vote at the meeting, may appoint a proxy to attend, speak and vote on a poll instead of him and that the proxy need not also be a member. For the purpose of determining which persons are entitled to attend and vote at any general meeting and how many votes such persons may cast, the Company may specify in the relevant notice of general meeting a time, not more than forty eight hours (excluding any days which are not business days) before the time fixed for the meeting, by which a person must be entered on the register of members in order to have the right to attend and vote at the meeting. No business shall be transacted unless the requisite quorum is present when the meeting proceeds to business. Two members present in person or by proxy shall be a quorum. If within half an hour from the time appointed for the general meeting a quorum is not present, if convened on the requisition of the members the meeting shall be dissolved. In any other case the meeting shall be adjourned to the same day in the next week at the same time and place. At any such adjourned meeting, those members present in person or by proxy shall be a quorum. (xi) Directors The business and affairs of the Company shall be managed by the Directors, who may exercise all such powers of the Company as are not by any statute or by the Articles required to be exercised by the Company in general meeting and for such purposes the Directors may establish any local board or agency for managing any of the affairs of the Company, either in the United Kingdom or elsewhere, and may appoint any persons to be members of such local boards, or to be managers or agents. Subject to the Articles, the Directors may meet together for the despatch of business, adjourn and otherwise regulate their meetings as they think fit. The quorum necessary for the transaction of the business is two unless otherwise resolved by the Directors. A meeting of the Directors at which a quorum is present shall be competent to exercise all powers and discretions for the time being exercisable by the Directors. A Director shall not vote or be counted in the quorum on any resolution of the Board or any committee of the Board concerning his own appointment (including fixing or varying the terms of his appointment or its termination) as the holder of any office or place of profit with the Company or any company in which the Company is interested. A Director who is in any way, directly or indirectly, interested in a proposed transaction or arrangement with the Company, or in a transaction or arrangement that has been entered into by the Company, must declare the nature and extent of his interest to the Directors. The declaration must be made at a meeting of the Board, or by written notice, or by general notice, in accordance with the Law and the Articles. A Director who has, or can have, an interest, direct or indirect, that conflicts, or may possibly conflict, with the interests of the Company (including, without limitation, in relation to the exploitation of property, information or opportunity, whether or not the Company could take advantage of it) must declare the nature and extent of his interest to the Board as soon as reasonably practicable. Provided a Director has disclosed the nature and extent of his interest 134

212. J3727 Bushveld Minerals Ltd_Vametco CPR Update_RSA Page: 39 Figure 7-9 Sections through block models and drillhole data illustrating correlation between model and data – percent magnetite 212

213. J3727 Bushveld Minerals Ltd_Vametco CPR Update_RSA Page: 40 Figure 7-10 Sections through block models and drillhole data illustrating correlation between model and data – V 2 O 5 grade (%) of magnetite The mean composite grades of the drillholes were compared with the model grades (Table 7-8). The model and the data averages compare well for most areas and attributes, the comparison being influenced by the irregular drilling and the extrapolation. 213

230. J3727 Bushveld Minerals Ltd_Vametco CPR Update_RSA Page: 57 production volumes. The production capacity will be 5078 t NitroVan equivalent per year and it is planned to have this phase in operation by end of 2019. 230

250. J3727 Bushveld Minerals Ltd_Vametco CPR Update_RSA Page: 77 MSA updated some of the input parameters which are highlighted elsewhere in this report. Recommendations regarding some of these inputs were reviewed, and MSA is satisfied that they fairly reflect the state of the economic situation of South Africa and current status of the South African industry. The values for the mineral assets so derived are considered by MSA to be fair based on the projected Resources or Reserves to be mined, which do not necessarily equal the total Resources or Reserves of each property. 250

262. J3727 Bushveld Minerals Ltd_Vametco CPR Update_RSA Page: 89 Appendix 2 Summary of Drillholes 262

312. _____________________________________________________________________________________________________________________________ J2518: CPR and updated MRE for the Mokopane Fe-V-Ti Project Page: xxi October 2017 Table 11-2 Genalysis Laboratory details for the various analytical methods .................................................... .......................................................... 65 Table 11-3 SGS Laboratory accreditation details for the various analytical methods .............................................................................................. 65 Table 13-1 Drillholes sampled for the metallurgical testwork programme (Rabe, 2013) ........................................... ............................................ 71 Table 13-2 Product grades for massive Ti-magnetite at a 80% <50 0 μm grind (Rabe, 2013) ........................................ ...................................... 71 Table 13-3 Product grades for disseminated Ti-magnetite at a 80% <500 μm grind (Rabe, 2013).................................... ................................ 71 Table 13-4 HLS test results for 12>1 mm and 6>1 mm samples (Rabe, 2013) ....................................................... ................................................... 72 Table 14-1 MML Inferred Mineral Resource, <100 m deep, as at 25 No vember 2011 ................................................. .......................................... 75 Table 14-2 Combined MML Indicated Mineral Resource, <120 m deep, as at 20 March 2013........................................... ................................. 76 Table 14-3 Grades and tonnages for MML parting, <120 m deep, as at 20 March 2013 ....................................................................................... 76 Table 14-4 P-Q Zone Indicated Mineral Resource, <200 m depth at 35% Fe 2 O 3 cut-off, as at 25 Nov 2011 .................................................. 77 Table 14-5 P-Q Zone Inferred Mineral Resource, <400 m depth at 35% Fe 2 O 3 cut-off, as at 25 Nov 2011..................................................... 77 Table 14-6 P-Q Zone Indicated Mineral Resource, <200 m depth at 35% Fe 2 O 3 cut-off, as at 3 Dec 20 12 ..................................................... 77 Table 14-7 P-Q Zone Inferred Mineral Resource, 200 to 400 m depth at 35% Fe 2 O 3 cut-off, as at 3 Dec 20 12 ............................................. 77 Table 14-8 N-Q Layers Indicated Mineral Resource <200 m depth, as at 12 February 2013 ......................................... ....................................... 78 Table 14-9 N-Q Layers Inferred Mineral Resource, 200 m to 40 0 m depth, as at 12 February 2013 ................................. ................................. 78 Table 14-10 N-Q Zone (Weathered) Indicated Mineral Resource, as at 8 March 2013 ........................................................................................... 79 Table 14-11 N-Q Zone (Weathered+Unweathered) Indicated Mineral Resource <200 m depth, as at 8 Mar 2013 ..................................... 80 Table 14-12 N-Q Zone (Unweathered) Inferred Mineral Resource, 200 m to 400 m depth, as at 8 Mar 2013 .......................... ..................... 80 Table 14-13 P-Q Zone Inferred Mineral Resource, surface to 300 m vertical depth at a 35% Fe 2 O 3 cut-off for the farms Schoonoord 786LR and Bellevue 808LR, as at 15 Octobe r 2017 ............................................................................... ................................................................. 84 Table 14-14 P-Q Zone Inferred Mineral Resource, surface to 200 m vertical depth at a 35% Fe 2 O 3 cut-off for the farms Schoonoord 786LR and Bellevue 808LR, as at 15 Octobe r 2017 ............................................................................... ................................................................. 84 Table 14-15 P-Q Zone Inferred Mineral Resource, 200 m to 300 m vertical depth at a 35% Fe 2 O 3 cut-off for the farms Schoonoord 786LR and Bellevue 808LR, as at 15 Octobe r 2017 ............................................................................... ................................................................. 84 Table 14-16 Checklist of assessment and repo rting criteria for P-Q Zone ....................................................... ........................................................... 85 Table 14-17 Stratigraphic units of the Phosphate Zone and underlying P-Q Zo ne (MSA, 2014 ) ..................................... ................................... 87 Table 14-18 Phosphate Zone Mineral Resource at a 3% P 2 O 5 cut-off for the farms Vliegekraal 783LR, Malokong 784LR Schoonoord 786LR and Bellevue 808LR, as at 15 Octobe r 2017 ............................................................................... ................................................................. 89 Table 14-19 Phosphate Zone Mineral Resource by depth and weathering state at a 3% P 2 O 5 cut-off for the farms Vliegekraal 783LR, Malokong 784LR Schoonoord 786LR and Bellevue 808LR, as at 15 October 2017 ..................................................... ............................... 90 Table 14-20 MML HW layers (MSA, 2014) ....................................................................................................................................................................... ..... 106 Table 14-21 Number of Intersections of MML HW layers per drillhole (MSA, 2014) ................................................ ........................................ ..... 106 Table 14-22 MML HW average composite values by layer (MSA, 2014) .............................................................. ...................................................... 108 Table 14-23 Block model prototype dimensions for MML Layers (MSA, 2014) ....................................................... ............................................ .... 109 Table 14-24 Block model prototype dimensions for MML HW Layers (MSA, 2014) .................................................... ...................................... .... 109 Table 14-25 Block model estimates for all layers (MSA, 2014) .................................................................. ................................................................... . 110 312

314. _____________________________________________________________________________________________________________________________ J2518: CPR and updated MRE for the Mokopane Fe-V-Ti Project Page: xxiii October 2017 Figure 11-1 Drill core transported in a pickup truck (BML, 2011)............................................................... .................................................................... 49 Figure 11-2 Core logging and core ma rking facilities (BML, 2011) .............................................................. .................................................................. 50 Figure 11-3 Sampling utensils; ticket book and Certified Reference Materi al (CRM) in in set (BML, 2011) ......................... .............................. 51 Figure 11-4 Core storage at M okopane field office (M SA, 2015) ................................................................. .................................................................. 54 Figure 11-5 Sample pulp and coarse rejects storage at Mokopane field office ( BML, 201 1) ....................................... ......................................... 55 Figure 11-6 V 2 O 5 vs Fe 2 O 3 plot to confirm data integrity and consis tency (MSA, 2015) ................................................................... ...................... 56 Figure 11-7 Fe 2 O 3 and TiO 2 vs SG plot to confirm data integrity and consistency (MSA, 2015) ............................................................. ............. 57 Figure 11-8 Control Chart for River sand, AMIS0108 and AMIS0305 Blank Samples for Fe 2 O 3 (MSA, 2015) ................................................... 58 Figure 11-9 Control Chart for Blank Samples for V 2 O 5 (MSA, 2015) .................................................................................................................. ............ 59 Figure 11-10 Control Chart for Blank River Sand Samples for P 2 O 5 (MSA, 2015) ...................................................................................................... 59 Figure 11-11 Scatter Plot of 214 Field Duplicate Sample Pairs for Fe 2 O 3 (MSA, 2015) ............................................................................................ 61 Figure 11-12 Scatter Plot of 214 Field Duplicate Sample Pairs for TiO 2 (MSA, 2015) .............................................................................................. 61 Figure 11-13 Scatter Plot of 214 Field Duplicate Sample Pairs for V 2 O 5 (MSA, 2015) ............................................................................................. 61 Figure 11-14 Scatter Plot of 214 Field Duplicate Sample Pairs for P 2 O 5 (MSA, 2015) .............................................................................................. 62 Figure 11-15 Scatter Plot of 144 Field Duplicate Sample Pairs for SG (MSA, 2015) .............................................. ................................................... 62 Figure 11-16 Control Chart for Reference Material AMIS0129 for Fe 2 O 3 (MSA, 2015) ............................................................................................ 63 Figure 11-17 Control Chart for Reference Material AMIS0129 for TiO 2 (MSA, 2015) .............................................................................................. 63 Figure 11-18 Control Chart for Reference Material AMIS0129 for V 2 O 5 (MSA, 2015) .............................................................................................. 63 Figure 11-19 Control Chart for Reference Material AMIS0346 for Fe 2 O 3 (MSA, 2015) ............................................................................................ 63 Figure 11-20 Control Chart for Reference Material AMIS0346 for TiO 2 (MSA, 2015) .............................................................................................. 64 Figure 11-21 Control Chart for Reference Material AMIS0346 for V 2 O 5 (MSA, 2015) .............................................................................................. 64 Figure 11-22 Control Chart for Reference Material Phos-1 for P 2 O 5 (MSA, 2015) .................................................................................................... 64 Figure 11-23 Scatter Plot of 193 Inter-Laboratory Umpire Pairs for Fe 2 O 3 (MSA, 2015) ......................................................................................... 66 Figure 11-24 Scatter Plot of 193 Inter-Laboratory Umpire Pairs for TiO 2 (MSA, 2015) ........................................................................................... 67 Figure 11-25 Scatter Plot of 193 Inter-Laboratory Umpire Pairs for V 2 O 5 (MSA, 2015) .......................................................................................... 67 Figure 11-26 Scatter Plot of 193 Inter-Laboratory Umpire Pairs for P 2 O 5 (MSA, 2015) ........................................................................................... 67 Figure 11-27 Scatter Plot of 193 Inter-Laborator y Umpire Pairs for SG (MSA, 2015) ............................................. ................................................. 68 Figure 13-1 Degree of reduction as a function of time for the fine and coarse sa mples (Rabe, 20 13) ............................ ................................. 73 Figure 13-2 Flow Sheet for recovery of apatite (P 2 O 5 ) for Phosphate Zone (SGS, 2014) ........................................................................................ 74 Figure 14-1 Isometric view of drillhole collars and Mineral Resources of P-Q Zone (MSA , 2015) ................................. ..................................... 81 Figure 14-2 Wireframes relative to interpreted outcrop position of P-Q Zone (MSA, 2015) ....................................... ......................................... 82 Figure 14-3 Grade Tonnage Curve for Total Phosphate Zone (M SA, 2014) .......................................................... ...................................................... 91 Figure 14-4 Comparison of BML’s Phosphate Mineral Reso urce with Mineral Resources of other phosphate operations or advanced exploration projects........................................................................................................... ............................................................................................... 92 Figure 14-5 Section Line -2645100N showing geoc hemical and stratigraphic profile (M SA, 20 14) .................................. ............................ ... 103 314

522. Appendix 1: JORC TABLE 1 522

545. Appendix 2: List of Acronyms 545

98. 29. Post balance sheet events On 6 April 2017, Bushveld Vametco Limited (at that time, a 45 per cent. owned associate company of Bushveld Minerals Limited) completed the acquisition of Evraz’s 78.8 per cent. economic interest in Strategic Minerals Corporation, for US$ 16.466 million. Change in ownership Subject to approval of the resolution to be proposed as resolution 1 at the general meeting of Bushveld Minerals Limited to be held on 20 December 2017, and in accordance with a conditional acquisition agreement dated 30 November 2017, Bushveld Minerals Limited will acquire 55 per cent. of the issued share capital of Bushveld Vametco (being all of the ordinary shares in Bushveld Vametco not currently owned by Bushveld Minerals), the parent company of Strategic Minerals Corporation from Yellow Dragon Holdings Limited. Following the acquisition, Bushveld Minerals Limited will hold 100 per cent. of the issued share capital of Bushveld Vametco and, through Bushveld Vametco, will own a 78.8 per cent. economic interest in Strategic Minerals Corporation. Strategic Minerals Corporation, in turn holds 75 per cent. of Vametco Holdings, which has a 100 per cent. interest in the Vametco vanadium mine. The initial consideration for the Acquisition is US$11.1 million which will be satisfied through the issue of the consideration shares and US$4.5 million in cash by Bushveld Minerals Limited to Yellow Dragon Holdings Limited. In addition, there will be two deferred payments of US$0.6 million each (following publication of the Vametco Holdings accounts for the years ended 31 December 2018 and 2019), and a further payment calculated by reference to the EBITDA of Vametco Holdings in 2020 (following publication of the Vametco Holdings accounts for the year ended 31 December 2020). 98

137. 6.3 In addition to their directorships in the Company, the Directors have held the following directorships and/or been a partner in the following partnerships within the five years prior to the date of this document: Director Current Directorships/Partnerships Past Directorships/Partnerships Black Mountain Mineral Development Company (Pty) Limited Cardisat Investments (Pty) Ltd Erand Trust Galaxy Gold Reefs (Pty) Ltd Galaxy Gold Mining (Pty) Ltd Hillson Drilling (Pty) Ltd New Wits Limited Tsumeb Limited Broadway Homeowners Association (Proprietary) Limited Bushveld Energy Company (Pty) Ltd Bushveld Minerals Limited Bushveld Resources Limited Bushveld Vametco Limited Galaxy Gold Group Services (Pty) Ltd Greenhills Resources Limited Jaxson 651 (Pty) Ltd Shaft Sinkers (Pty) Ltd Strategic Minerals Corporation Ian Watson Business Venture Investments No 1864 (Pty) Ltd Business Venture Investments No 1865 (Pty) Ltd Business Venture Investments No 1879 (Pty) Ltd Business Venture Investments No 1894 (Pty) Ltd Business Venture Investments No 1895 (Pty) Ltd Future Indefinite Investments 157 (Pty) Ltd Gulube Marketing (Pty) Ltd Lemur Resources (Pty) Ltd Micromatica 388 (Pty) Ltd New Order Investments 52 (Pty) Ltd Amaraka Investments No 65 (Pty) Ltd Amaraka Investments No 69 (Pty) Ltd Amaraka Investments No 70 (Pty) Ltd Amaraka Investments No 72 (Pty) Ltd Amaraka Investments No 83 (Pty) Ltd Amaraka Investments No 85 (Pty) Ltd Bushveld Energy Company (Pty) Ltd Bushveld Minerals Limited Bushveld Resources Limited Bushveld Vametco Alloys (Pty) Ltd Bushveld Vametco Holdings (Pty) Ltd Bushveld Vametco Limited Canton Trading 193 (Pty) Ltd Copper Mountain Trading 10 (Pty) Ltd Eagle Uranium SA (Pty) Ltd Emmanuel Sports Foundation (Pty) Ltd Frontier Platinum Resources (Pty) Ltd Greenhills Resources Limited Jaxson 651 (Pty) Ltd Jaxson 641 (Pty) Ltd Kopela Kunana Mining and Processing (Pty) Ltd Kuseni (RF) (Pty) Ltd Kuseni Group (Pty) Ltd Kuseni Holdings (Pty) Ltd Kuseni Mogs SPV 2 (Pty) Ltd Kuseni Mogs SPV (Pty) Ltd Lemur Resources Limited Metalloy Resources Investments (Pty) Ltd Mokopane Tin Company (Pty) Ltd Moputso Investments No 71 (Pty) Ltd Moputso Investments No 72 (Pty) Ltd Moputso Investments No 75 (Pty) Ltd MRT Group (Pty) Ltd Newshelf 1135 (Pty) Ltd Nimag (Pty) Ltd Oxyros 276 (Pty) Ltd Pamish Investments No 39 (Pty) Ltd Pamish Investments No 49 (Pty) Ltd Pamish Investments No 59 (Pty) Ltd Fortune Mojapelo 137

158. J3727 Bushveld Minerals Ltd_Vametco CPR Update_RSA Page: 2 IMPORTANT NOTICE This report was prepared as a Competent Person’s Report for Bushveld Mineral Limited and SP Angel Corporate Finance LLP by The MSA Group (Pty) Ltd (“MSA”), South Africa. The quality of information, conclusions and estimates contained herein is consistent with the level of effort involved in MSA’s services, based on: i) information available at the time of preparation, ii) data supplied by outside sources, and iii) the assumptions, conditions, and qualifications set forth in this report. This report is intended for use by Bushveld Mineral Limited and SP Angel Corporate Finance LLP subject to the terms and conditions of its contract with MSA. Except for the purposes legislated under the AIM Rules and Guidance Notes for AIM Companies and additional requirements of AIM, a market of the London Stock Exchange Group plc, any other uses of this report by any third party is at that party’s sole risk. 158

244. J3727 Bushveld Minerals Ltd_Vametco CPR Update_RSA Page: 71 No costs for Co-owners compensation in terms of surface right usage are included in the financial model. For the purpose of a standard comparison, Table 14-3 shows the Operating Cost Rates, based on ZAR/kg basis, for the first 10 years of the LOM. Figure 14-1 shows the breakdown of operating costs per year, in percentages for the first 10 years of the LOM. Figure 14-1 The Percentage Split of Operational Costs 244

548. T&S Truck and Shovel TTIS Total Tonnes in situ VALMIN Code Code and Guidelines for Technical Assessment and /or Valuation of Mineral and Petroleum Assets and Mineral and Petroleum Securities for Independent Expert Reports VMDTF Volatiles by DTF 548

549. Appendix 3: Main Assumptions 549

555. Termination of proxy appointments 14. In order to revoke a proxy instruction you will need to inform the Company by sending a signed hard copy notice clearly stat ing your intention to revoke your proxy appointment to the Company’s registrar, Link Asset Services, PXS, 34 Beckenham Road, Beckenham, Kent BR3 4TU. 15. In the case of a member which is a Company, the revocation notice must be executed under its common seal or signed on its behalf by an officer of the Company or an attorney for the Company. 16. Any power of attorney or any other authority under which the revocation notice is signed (or a duly certified copy of such p ower or authority) must be included with the revocation notice. 555

58. 7 Application for mining rights 7.1 In terms of section 22 of the MPRDA any person who wishes to apply to the Minister for a mining right must simultaneously apply for an environmental authorisation and must lodge the application: 7.1.1. at the office of the Regional Manager in whose region the land is situated; 7.1.2. in the prescribed manner; and 7.1.3. together with the prescribed non-refundable application fee. 7.2 The Regional Manager of the DMR must accept an application for a mining right if the prescribed requirements are met, no other person holds a prospecting right, mining right, mining permit or retention permit for the same mineral and land and no prior application for a prospecting right, mining right or mining permit or retention permit, has been accepted for the same mineral and land and which remains to be granted or refused. 7.3 If the application does not comply with the requirements of this section, the Regional Manager must notify the applicant in writing within 14 (fourteen) days of the receipt of the application. 7.4 If the Regional Manager accepts the application, the Regional Manager must, within 14 (fourteen) days from the date of acceptance, notify the applicant in writing: 7.4.1 to submit the relevant environmental reports, as required in terms of Chapter 5 of the National Environmental Management Act, 1998, within 180 (one hundred and eighty) days from the date of the notice; and 7.4.2 to consult in the prescribed manner with the landowner, lawful occupier and any interested and affected party and include the result of the consultation in the relevant environmental reports. 7.4.3 The Regional Manager must, within 14 (fourteen) days of receipt of the environmental reports and results of the consultation forward the application to the Minister for consideration. 8. Granting and duration of a Mining Right 8.1 The Minister must grant a mining right, in terms of section 23(1) of the MPRDA, if: 8.1.1 the mineral can be mined optimally in accordance with the MWP; 8.1.2 the applicant has access to financial resources and has the technical ability to conduct the proposed mining operation optimally; 8.1.3 the financing plan is compatible with the intended mining operation and the duration thereof; 8.1.4 the mining will not result in unacceptable pollution, ecological degradation or damage to the environment and an environmental authorisation is issued; 8.1.5 the applicant has provided for the prescribed SLP; 8.1.6 the applicant has the ability to comply with the relevant provisions of the Mine Health and Safety Act, 1996; 8.1.7 the applicant is not in contravention of any provision of the MPRDA; 8.1.8 the granting of such right will further the objects referred to in section 2(d) and (f) and in accordance with the charter contemplated in section 100 and the prescribed SLP; and 8.1.9 if the application relates to the land occupied by a community, the Minister may impose such conditions as are necessary to promote the rights and interests of the community, including conditions requiring the participation of the community. 8.2 In terms of section 23(2) of the MPRDA, the Minister may, having regard to the nature of the mineral in question, take into consideration the provisions of section 26. 8.3 The Minister must refuse to grant a mining right if the application does not meet all the requirements referred in section 23 (1) of the MPRDA as listed in paragraph 8.1 above. 58

112. 14. Post balance sheet events Change in ownership Subject to approval of the resolution to be proposed as resolution 1 at the general meeting of Bushveld Minerals Limited to be held on 20 December 2017, and in accordance with a conditional acquisition agreement dated 30 November 2017, Bushveld Minerals Limited will acquire 55 per cent. of the issued share capital of Bushveld Vametco (being all of the ordinary shares in Bushveld Vametco not currently owned by Bushveld Minerals), the parent company of Strategic Minerals Corporation from Yellow Dragon Holdings Limited. Following the acquisition, Bushveld Minerals Limited will hold 100 per cent. of the issued share capital of Bushveld Vametco and, through Bushveld Vametco, will own a 78.8 per cent. economic interest in Strategic Minerals Corporation. Strategic Minerals Corporation, in turn holds 75 per cent. of Vametco Holdings, which has a 100 per cent. interest in the Vametco vanadium mine. The initial consideration for the Acquisition is US$11.1 million which will be satisfied through the issue of the consideration shares and US$4.5 million in cash by Bushveld Minerals Limited to Yellow Dragon Holdings Limited. In addition, there will be two deferred payments of US$0.6 million each (following publication of the Vametco Holdings accounts for the years ended 31 December 2018 and 2019), and a further payment calculated by reference to the EBITDA of Vametco Holdings in 2020 (following publication of the Vametco Holdings accounts for the year ended 31 December 2020). 112

260. J3727 Bushveld Minerals Ltd_Vametco CPR Update_RSA Page: 87 APPENDIX 1: Glossary of Technical Terms 260

80. For the purposes of the cash flow statement, cash and cash equivalents consist of cash and cash equivalents as defined above, net of outstanding bank overdrafts. Trade and other receivables and inter-company receivables Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. After initial measurement, loans and receivables are subsequently carried at amortised cost using the effective interest method less any allowance for impairment. Amortised cost is calculated taking into account any discount or premium on acquisition and includes fees that are an integral part of the effective interest rate and transaction costs. Gains and losses are recognised in the statement of comprehensive income when the loans and receivables are derecognised or impaired, as well as through the amortisation process. Financial liabilities Initial recognition All financial liabilities are initially recognised at the fair value of the consideration received, net of transaction costs, except for financial liabilities classified as at fair value through profit or loss. Trade and other payables and inter-company payables and redeemable preference shares After initial recognition, payables are subsequently measured at amortised cost using the effective interest method. Gains and losses are recognised in the statement of comprehensive income when the liabilities are derecognised as well as through the amortisation process. Financial liabilities at fair value through profit or loss Financial liabilities at fair value through profit or loss include derivatives, financial liabilities held-for-trading and financial liabilities designated upon initial recognition as at fair value through profit or loss. Gains or losses are recognised in profit of loss when the liabilities are derecognised as well as through the amortisation process. Impairment of financial assets The SMC Group assesses at each reporting date whether there is any objective evidence that a financial asset or a SMC Group of financial assets is impaired. A financial asset or a SMC 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 that has occurred after the initial recognition of the asset (an incurred ‘loss event’) and that loss event has an impact on the estimated future cash flows of the financial asset or the SMC Group of financial assets that can be reliably estimated. Evidence of impairment may include indications that the debtors or a SMC Group of debtors is experiencing significant financial difficulty, default or delinquency in interest or principal payments, the probability that they will enter bankruptcy or other financial reorganisation and where observable data indicate that there is a measurable decrease in the estimated future cash flows, such as changes in arrears or economic conditions that correlate with defaults. For amounts carried at amortised cost, SMC first assesses individually whether objective evidence of impairment exists individually for financial assets that are individually significant, or collectively for financial assets that are not individually significant. If SMC determines that no objective evidence of impairment exists for an individually assessed financial asset, whether significant or not, it includes the asset in a SMC Group of financial assets with similar credit risk characteristics and collectively assesses them for impairment. Assets that are individually assessed for impairment and for which an impairment loss is, or continues to be, recognised are not included in a collective assessment of impairment. If there is objective evidence that an impairment loss has been incurred, the amount of the loss is measured as the difference between the carrying amount and the present value of estimated future cash flows (excluding future expected credit losses that have not yet been incurred). The carrying amount of the asset is reduced through the use of an allowance account and the amount of the loss is recognised in the statement of comprehensive income. Interest income continues to be accrued on the reduced carrying amount based on the original effective interest rate of the asset. 80

160. J3727 Bushveld Minerals Ltd_Vametco CPR Update_RSA Page: iv Reserve estimates, and thus there are changes in the Mineral Resources and Ore Reserves reported relative to previous estimates. A site visit was conducted on 31 August 2017 by Mr Philip Mostert and Mr Jeremy Witley, as part of the high-level due diligence review of the geology and Vanadium Resources and Reserves. Neither MSA nor any of its employees and associates employed in the preparation of this report has have any beneficial interest in the assets of Vametco Bushveld Minerals or any of its subsidiaries or any of its business partners. The Mineral Resource estimate has been completed under the supervision of Mr J. Witley who is a professional geologist with more than 25 years’ experience in base and precious metals exploration and mining as well as Mineral Resource evaluation and reporting. He is Principal Resource Consultant for MSA, is registered with SACNASP and is a Fellow of the GSSA. The Competent Person (“CP”) with overall responsibility for reporting of Ore Reserves and Valuation is Philip Mostert Pr. Sci. Nat, BSc Hons (Geology), MGSSA, who is a full time Principal Consultant at The MSA Group. Mr Mostert is a geologist with 14 years’ experience in the mining industry. Project Vametco’s mining operations recover vanadium fr om vanadium-bearing magnetite-rich layers. The Vametco Mine is situated about 6.5 km northeast of the town of Madibeng, (formerly known as Brits). The mine is an operational opencast vanadium mine, located in the Bojanala Platinum District within the North West Province of the Republic of South Africa. The operations are near Mmakau and Rankothea villages, approximately 500 m to the south and west of the operations respectively. Additional prospecting and mining rights in the area are held by Bushveld Minerals Limited. Ownership & Mineral Tenure Current operations are on parts of the farms “Krokodilkraal” and “Uitvalgrond”. These farms are owned by Historically Disadvantaged South Africans (HDSA’s) and have been since 1912. Vametco has long-term lease agreements in place with the registered landowners and co-owners. A new order mining right (No: NW 30/ 5/1/2/2/08 MR) is held by Vametco Holdings (Pty) Ltd, for the vanadium operations. The converted mining right replaced the old order mining right held by Vametco which ownership consists of 75 % Strategic Minerals Corporation, 15 % Business Venture Investment Group no 973 and 10 % Business Venture Investment Group no 1833, representing community based trusts and interests. Bushveld Minerals Limited also holds 75 % of prospecting right 10142 PR (on farm Doornpoort 295 JR), 65 % of prospecting right 11124 PR (on Portion 3 of Uitvalgrond) and 100 % of mining right NW10004MR (which has been suspended pending resolution of matters with the community). Mining right No: 59/2013 is valid for a period of 25 years and has an expiry date of 23 April 2038. The ownership structure is depicted in Figure 1 below. 160

208. J3727 Bushveld Minerals Ltd_Vametco CPR Update_RSA Page: 35 Figure 7-6 Histogram and cumulative frequency plot of the Upper Seam V2O5 data Figure 7-7 Histogram and cumulative frequency plot of the Intermediate Seam CaO and SiO 2 data 208

225. J3727 Bushveld Minerals Ltd_Vametco CPR Update_RSA Page: 52 Figure 9-1 Photograph of Typical Existing Bench at Vametco Mine There are currently no issues related to dewatering at the Vametco Mine. 9.2 Mine Design and Schedule 9.2.1 Cut-offs Applied Due to the economic factors and the orebody dipping at 19° to the north, the depth of the ore becomes uneconomical (with the current input parameters applied) before it reaches the northern lease boundary of the Property. There is a graveyar d on the north-western end of the Property that is currently excluded from all Ore Reserve calculations, but investigations and negotiations are underway with members of the community in order to explore the option of relocating these graves. The largest current Waste Rock Dumps (“WRDs”) are located to the south of the pit and will not be a constraint to any of the mining activities going forward, as the orebody dips to the north and mining will also take place in a northerly direction. There are some small WRDs to the north of the pit, but these are very small and also pose no constraints to any of the mining activities in future (they will be moved as and when required, with mining activities progressing north). The positioning of major infrastructure on the mine is not causing any constraints to the open pit operation either. No environmental constraints impact the open pit development. 225

254. J3727 Bushveld Minerals Ltd_Vametco CPR Update_RSA Page: 81 16.1.8 Valuation Summary MSA took into consideration the AIM Rules and with specific reference to the AIM June 2009 - Note for Mining and Oil & Gas Companies, which prescribes a valuation based on NPV (post-tax) at a discount rate of 10 % (“NPV10”). MSA thus considers the results of the Income approach to be most applicable. On a NPV10 basis Vametco is valued at US$ 211 million. MSA then estimates on the same basis a Value of US$ 56.1 million for BML’s 26.6 % interest in the Vametco. 254

338. _____________________________________________________________________________________________________________________________ J2518: CPR and updated MRE for the Mokopane Fe-V-Ti Project Page: 23 October 2017 The results were summarised and published by Schutte (1980) who grouped the VTM layers in the 250 m thick, basal portion of the Upper Zone into a Lower, Main and Upper Group, according to their relative stratigraphic position. The latter two groups include several near-massive layers (75 to 88 weight percent Ti-magnetite) while the Lower Group consists of a 18 m to 25 m thick succession of predominantly feldspar-rich rocks which contain between 10% and 50% disseminated Ti-magnetite. Schutte (1980) described the Main Magnetite Group as consisting of two semi-massive to massive VTM layers (MAG3 and MAG4) with a feldspar-rich parting which are collectively referred to as the Main Magnetite Layer (“MML”), and two marker VTM layers, approximately 7 m (“MAG2”) and 14 m (“MAG1”) above the MML. Schutte (1980) primarily investigated the vanadium potential of the VTM layers in the basal portion of the UZ and concluded that the five farms along the 16 km strike length could host in excess of 400 million tonnes of VTM-rich material containing approximately 6.5 million tonnes of V 2 O 5 . Schutte’s calculations do not constitute a Mineral Resource and represent the total estimated amount of Ti-magnetite “concentrate” potentially extractable from the Main Magnetite Group layers (MAG1 to MAG4) to a depth of 80 m and the Lower Magnetite Group to a depth of 200 m below surface. Trenching, bulk sampling and further drilling was conducted in the past 15 years and Vanadium and Magnetite Exploration and Development Co (SA) (Pty) Limited (“VanMag”) hold Mining Rights over the five farms to the south of the Project Area. Drillhole BV-1 intersected a virtually identical Main Magnetite Group to those described by Schutte (1980). Magnetic susceptibility and density measurements across the four VTM layers (MAG1 to MAG4) of the Main Group in drillhole BV-1 were conducted by Ashwal et al . (2005). Figure 7-6 illustrates the variable VTM content (expressed as magnetic susceptibility) within the MML together with the cyclical pattern of high magnetic susceptibility with sharp contacts at the base of MAG4, MAG2 and MAG1 overlying footwall anorthosite characterised by low magnetic susceptibility (“MS”). A steady upwards decline in the MS from the base of the major Ti-magnetite layers is clearly evident and indicates a gradual upwards decrease in the amount of Ti-magnetite in each of the Ti-magnetite layers, which form the base of individual cyclic units. The fact that drillhole BV-1 intersected the Main Magnetite Group layers at a vertical depth of approximately 1,400 m highlights the down-dip continuity of the VTM layers. The thickness of the MML in BV-1 is approximately 10 m, which is comparable to the MML intersections in the 17 holes in the up-dip portion of the Project Area, which have an average thickness of approximately 9.8 m. The similarities in the stratigraphic position and overall appearance between the vanadium-rich Main Magnetite Layer in the Eastern Limb and the similarly vanadium-enriched MML in the Northern Limb, strongly suggest that these two layers are stratigraphic equivalents, despite their considerable geographic separation (>150 km) and substantial differences in their thicknesses, i.e. approximately 2 metres in the Eastern Limb versus 6 to 9 metres in the Northern Limb. The stratigraphic package overlying the MML is referred to by BML as the MML Hanging Wall (“MML HW”). Mineral Resource estimates were conducted individually for the MML and the MML HW. 338

459. ______________________________________________________________________________________________________________________________ J2518: CPR and updated MRE for the Mokopane Fe-V-Ti Project Page: 144 October 2017 Wilson, A.H. 1997. Cumulate mineral compositions in the Great Dyke and other layered intrusions. What do they really tell us? In: Abstracts, Intraplate Magmatism and Tectonics of Southern Africa, 53–54 (Geological Society of Zimbabwe, Harare) 459

468. ______________________________________________________________________________________________________________________________ J2518: CPR and updated MRE for the Mokopane Fe-V-Ti Project Page: 153 October 2017 APPENDIX 2: Competent Person’s Consent Form The MSA Group Consent Form 468

476. ______________________________________________________________________________________________________________________________ J2518: CPR and updated MRE for the Mokopane Fe-V-Ti Project Page: 161 October 2017 APPENDIX 3: Certificates of CRM AMIS0129 and AMIS0346 476

479. 479 preparing this CPR, Sumsare has used reasonable skill and reasonable care to be expected of a consultant carrying out an independent evaluation and assessment. Sumsare confirms that there has been no material change of circumstances or available information since the CPR was compiled and that it is not aware of any significant matters arising from its evaluation that is not covered by the CPR which might be of a material nature with respect to the proposed Admission Document. The effective date of the Report is 23 October 2017. Sumsare also confirm that where any information contained in the CPR has been provided by a third party, such information has been accurately reproduced and, so far as we are aware and are able to ascertain from the information published by that third party, no facts have been omitted which would render the reproduced information inaccurate or misleading. Declaration Sumsare will receive a fee for the preparation of this report in accordance with normal professional consulting practice. This fee is not contingent on the outcome of the Admission and Sumsare will receive no other benefit for the preparation of this report. Sumsare does not have any pecuniary or other interests that could reasonably be regarded as capable of affecting its ability to provide an unbiased opinion in relation to the Assets and the projections and assumptions included in the various technical studies completed by the Company, opined upon by Sumsare and reported herein. Neither Sumsare, nor the Competent Person who is responsible for authoring this CPR, nor any Directors of Sumsare have at the date of this report, nor have had within the previous two years, any shareholding in the Company. Consequently, Sumsare and the Competent Person consider themselves to be independent of the Company. Consent Sumsare, hereby consents to the issue by the Company of the Admission Document with the inclusion of the CPR, for which we accept responsibility, in the Admission Document, and the inclusion in the Admission Document of the references to the CPR and to our name in the form and context in which they appear in the Admission Document. Yours faithfully Sumsare Consulting CC

505. Competent Person’s Report – Imaloto Coalfield – Bushveld Minerals Limited – 23 Oct 2017 24 boundary is formed by an 80 m wide structural pillar that follows the fault that separates Blocks 2 and 3. The Main Seam resource in Block 2 is limited to a minimum thickness of 1.40 m. Hence the footprint of the Main Seam in Block 2 includes only 296 ha. (The hatched area of Block 2 in Figure 7). The confidence level for Block 2A is inferred, with no boreholes within the limits of the area, but with 6 boreholes drilled in close proximity to its boundary. The information from these boreholes were used to estimate a tonnage for this block. This block forms the deepest part of the resource and is 140 ha in size. The confidence level for Block 3 is measured due to an average drilling grid of 371 m 2 . This block is 427 ha in size and is bounded in the north by the southern edge of Block 3A. The east and west edges are defined by 80 m wide structural pillars that coincides with the faults that separates Block 3 from Blocks 2 and 4. The southern edge of this block is defined by the sub-outcrop of the coal measures as seen in borehole IM 027. The confidence level for Block 3A is measured due to an average drilling grid of 441 m2. This block is 78 ha in size and is bounded in the north by an 80 m wide barrier pillar on the inside of the lease boundary. The east and west edges are defined by 80 m wide structural pillars that coincides with the faults that separates Block 3 from Blocks 2 and 4. The southern edge of this block is defined by the northern limit of Block 3. Block 4 is classified as a measured resource, with an average drilling grid of 373 m 2 . This block is 376 ha in size and is bounded in the north by the southern edge of Block 4A. The east and west edges are defined by 80 m wide structural pillars that coincides with the faults that separates Block 4 from Blocks 3 and 5. The southern edge of this block is defined by the Imaloto River and the sub-outcrop of the coal measures as seen in boreholes IM 012 and 024. Block 4A is classified as a measured resource, with an average drilling grid of 370 m2. This block is 109 ha in size and is bounded in the north by an 80 m wide barrier pillar on the inside of the lease boundary. The east and west edges are defined by 80 m wide structural pillars that coincides with the faults that separates Block 4 from Blocks 3 and 5. The southern edge of this block is defined by the northern boundary of Block 4. Block 5 is classified as a measured resource, with an average drilling grid of 424 m 2 . This block is 305 ha in size and is bounded in the north-west by an 80 m wide barrier pillar on the inside of the lease boundary. The eastern edge is defined by the sub-outcrop of coal measures as seen in IM 228, 249 and 250. There is no Main Seam developed in this block. The confidence level for Block 5A is inferred, with no boreholes within the limits of the area, but with 8 boreholes drilled in close proximity to its boundary. The information from these boreholes was used to estimate a tonnage for this block. This block forms the shallowest part of the resource and is 179 ha in size. There is no Main Seam developed in this block. 505

66. PART V Accountant’s Report and Historical Financial Information on Strategic Minerals Corporation Section A – Accountant’s Report The Directors Bushvelds Minerals Limited 18-20 Le Pollet St Peter Port Guernsey GY1 1WH 30 November 2017 Dear Sirs, Strategic Minerals Corporation and its subsidiary undertakings (the “SMC Group”) We report on the consolidated historical financial information of the SMC Group set out in Section B of this Part V of the Admission Document dated 30 November 2017 (“Admission Document”) of Bushveld Minerals Limited (the “Company”). This historical financial information has been prepared for inclusion in the Admission Document on the basis of the consolidated accounting policies set out at Note 3 to the consolidated historical financial information. This report is required by paragraph 20.1 of Annex I of Appendix 3.1.1 of the Prospectus Rules as applied by part (a) of Schedule Two to the AIM Rules for Companies and is given for the purpose of complying with that paragraph and for no other purpose. Save for any responsibility arising under paragraph 20.1 of Annex I of Appendix 3.1.1 of the Prospectus Rules as applied by part (a) of Schedule Two to the AIM Rules for Companies to any person as and to the extent there provided, to the fullest extent permitted by law, we do not accept or assume responsibility and will not accept any liability to any other person for any loss suffered by any such other person as a result of, arising out of, or in connection with this report or our statement, required by and given solely for the purposes of complying with paragraph 20.1 of Annex I of Appendix 3.1.1 of the Prospectus Rules as applied by part (a) of Schedule Two to the AIM Rules for Companies or consenting to its inclusion in the Admission Document. Responsibilities The Directors of the Company are responsible for preparing the consolidated historical financial information in accordance with International Financial Reporting Standards as adopted by the European Union. 66

113. Part VII Accountant’s Report and Historical Financial Information on Bushveld Vametco Limited Section A – Accountant’s Report The Directors Bushvelds Minerals Limited 18-20 Le Pollet St Peter Port Guernsey GY1 1WH 30 November 2017 Dear Sirs, Bushveld Vametco Limited (“BVL”) We report on the historical financial information of BVL set out in Section B of this Part VII of the Admission Document dated 30 November 2017 (“Admission Document”) of Bushveld Minerals Limited (the “Company”). This historical financial information has been prepared for inclusion in the Admission Document on the basis of the accounting policies set out at Note 3 to the historical financial information. This report is required by paragraph 20.1 of Annex I of Appendix 3.1.1 of the Prospectus Rules as applied by part (a) of Schedule Two to the AIM Rules for Companies and is given for the purpose of complying with that paragraph and for no other purpose. Save for any responsibility arising under paragraph 20.1 of Annex I of Appendix 3.1.1 of the Prospectus Rules as applied by part (a) of Schedule Two to the AIM Rules for Companies to any person as and to the extent there provided, to the fullest extent permitted by law, we do not accept or assume responsibility and will not accept any liability to any other person for any loss suffered by any such other person as a result of, arising out of, or in connection with this report or our statement, required by and given solely for the purposes of complying with paragraph 20.1 of Annex I of Appendix 3.1.1 of the Prospectus Rules as applied by part (a) of Schedule Two to the AIM Rules for Companies, or consenting to its inclusion in the Admission Document. 113

161. J3727 Bushveld Minerals Ltd_Vametco CPR Update_RSA Page: v Figure 1 Ownership Structure Note: Lemur Resources Limited has conditionally acquired Sable Platinum Mining Limited's shares in three companies: (i) Great 1 Line Invest (Pty) Ltd, (ii) Gemsbok Magnetite (Pty) Ltd and (iii) Caber Trade & Invest 1 (Pty), the transaction being conditional on receipt of section 11 approval. Application for section 11 approvals have been made in the name of Bushveld Resources Limited. 161

186. J3727 Bushveld Minerals Ltd_Vametco CPR Update_RSA Page: 13 4 HISTORY 4.1 Previous Ownership Vametco, owned and operated by Union Carbide (USA), commenced Vanadium mining operations in 1967. Mining took place on the farms Krokodilkraal and Uitvalgrond Portion 1. The properties were leased from the legal landowners. The landowners are a group of Historically Disadvantaged South Africans (“HDSAs”), who engaged in formal lease agreements with Vametco in 1988 for a period of 25 years. Union Carbide was acquired by Strategic Minerals Corporation (“SMC”) in 1986 and was renamed Vametco Minerals Corporation (“VMC”). Vametco Minerals Corporation was a fully owned American subsidiary of SMC until November 2006, when it was converted to a South African Company under the name Vametco Holdings (Pty) Ltd. Vametco Holdings was majority owned by SMC (75 %) as well as two Business Venture Investment Groups: 15 % by number 973 and 10 % by number 1833. These Groups represent a BEE Strategic Partner and co-owner interests. SMC was a subsidiary of EVRAZ plc, who since 2007, has had a controlling stake in SMC. The name officially changed to EVRAZ Vametco Holdings, Alloys and Properties in 2011. In 2017 Bushveld Vametco Limited purchased the 78.8 % controlling stake in SMC and renamed EVRAZ Vametco Holdings to Bushveld Vametco Holdings. It is planned that the relative shareholding of SMC and Business Venture Investments No 973 will be amended to 74 % and 16 %, respectively, in order to increase the BEE shareholding in the Project to 26 % in line with the Mineral and Petroleum Resources Development Act. Figure 4-1 illustrates the history of the mine. 186

233. J3727 Bushveld Minerals Ltd_Vametco CPR Update_RSA Page: 60 Figure 10-2 shows the process that one tonne of ore goes through during beneficiation. Figure 10-2 One tonne of ore going through processing plant 233

259. J3727 Bushveld Minerals Ltd_Vametco CPR Update_RSA Page: 86 19 REFERENCES Walmsley Environmental Consultants, September 1998. Environmental Management Programme Report for the Vametco Operations Vametco Holdings (Pty) Ltd, September 2011. Social and Labour Plan Geologix, April 2006, Resource_Estimation_Report_2006 VBKOM (Pty) Ltd, April 2016. Independent Competent Person’s Report for Vametco Mine operated by EVRAZ Vametco in the North West Province, Republic of South Africa VBKOM Consulting Engineers (Pty) Ltd, November 2011, Vametco Reserve Report v3 Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (2012) Australasian Code for Public Reporting of Technical Assessments and Valuations of Mineral Assets (2015) 259

461. ______________________________________________________________________________________________________________________________ J2518: CPR and updated MRE for the Mokopane Fe-V-Ti Project Page: 146 October 2017 APPENDIX 1: Glossary of Technical Terms 461

493. Competent Person’s Report – Imaloto Coalfield – Bushveld Minerals Limited – 23 Oct 2017 12 exploration/exploitation activities until the completion of the transfer/transformation procedure and the obtainment of the said permits in its name. The dossiers relating to the renewal of the 31808 Permit, the 31892 Permit and the 12653 Permit were duly filed at the BCMM. The renewal application is an administrative formality, which should be approved providing that CMM continues to pay the respective administrative fees. Although CMM can decide to carry on or to stop the exploration activities awaiting the issuance of the renewed permits, it must continue to pay the administration fees. CMM must also obtain an environmental authorisation (for 31808 Permit) and an environmental permit (for 31892 Permit) in order to be able to undertake full exploration activities. In the normal course of business and based on the Mining Code, a decision granting the renewal must be issued within 30 days from the submission of the renewal application at the BCMM. Due to the current Moratorium Period, almost all mining companies that are waiting for renewal decisions have stopped their activities pending the issuance of the renewed permits, which may take from months to years. The dossier relating to the application for the transfer of the 3196 Permit to CMM and its transformation into an exploitation permit was duly filed at the BCMM. The application is an administrative formality, which should be approved providing that CMM continues to pay the administrative fees. Please note that CMM is not entitled to carry out any exploration/exploitation activities until the completion of the transfer/transformation procedure and the obtainment of the permit in its name. CMM is entitled to carry out exploitation activities under the 4578 Permit. We understand that CMM is up to date in respect of all administrative fees and therefore would expect that renewal and transfer applications would be processed once the moratorium is lifted. 493

26. 3.11 Recovery Methods – Metallurgy Fig 8: Overview of the Beneficiation Process The primary crusher reduces the size of large boulders to a maximum size of 150 mm, the ore is screened (Grizzly), the oversize is +40 mm to -150 mm in size, and goes to the 150 mm stockpile (Coarse Stockpile). This ore is fed to the secondary crusher circuit. The undersize of the Grizzly goes to the Screens in the Screen house together with the undersize from the Secondary Crushers. The secondary crushers reduce the size of the >38 mm to <150 mm ore, fed from the coarse stockpile to a maximum size of < 38 mm. The Secondary Crusher product is fed to the Screen house where it is combined with Grizzly U/F. The -13 mm ore is screened out by the polydeck screens and the >13 mm to – 38 mm size is returned to the tertiary crushers. Post the tertiary crusher, crushed ore is again fed to the polydeck screens in the screen house. The undersize of the polydeck screens are fed to the < 3 / 8 inch stockpile or the Ball Mill Feed Silo’s. In the event of the ball mill silo’s being full then the ore is deposited onto the < 3 / 8 inch (-13 mm) stockpile. In the Milling Section, the <13 mm ore is reduced in size to 90 per cent. <150 um in a wet ball milling process. The finely ground ore is then fed to magnetic separators where the magnetic portion is separated from the gangue material. The first concentrate from the magnetic separators are fed to the secondary mill where it is further grinded down and finally separated in a magnetic separator. The concentrated magnetite is then fed to the roasting section and the gangue material is deposited on the slimes dams where the water is recovered and recycled in the concentrate plant. Weighed amounts of magnetite, sodium sulphate and sodium carbonate are mixed and fed to the pulverised coal fired rotary kiln. The mixture is roasted at approximately 1250 degrees Celsius, rendering the vanadium water-soluble. Kiln off-gases are scrubbed in a wet venturi scrubber prior to release to atmosphere. The solids in the scrubber liquor are settled in a thickener, dewatered over a belt filter and returned to the kiln feed. The thickener overflow is returned to the venturi scrubbing circuit. The kiln discharge solids are wet milled, water leached and washed in a counter current process over large belt filters. The magnetite tailings are disposed of on the tailings dump. Aluminium sulphate and flocculent is used to desilicate and clarify product liquor referred to as pregnant (preg.) solution. The pregnant solution (the principal components of which are sodium vanadate) is pH adjusted with sulphuric acid before being pumped to the precipitation section. Vanadium in the pregnant solution is precipitated with ammonium sulphate to form ammonium metavanadate (“ AMV ”). AMV is then dried in a rotary calciner at a temperature that will not drive the ammonium ions off. 26

50. Similarly the papers relating to the renewal of the 31808 Permit, the 31892 Permit and the 12653 Permit were duly filed at the BCMM, and the same conditions apply to these applications. The renewal application is an administrative formality, which should be approved providing that CMM continues to pay the respective administrative fees. Although CMM can decide to carry on or to stop the exploration activities awaiting the issuance of the renewed permits, it must continue to pay the administration fees. CMM must also obtain an environmental authorisation (for 31808 Permit) and an environmental permit (for 31892 Permit) in order to be able to undertake full exploration activities. In the normal course of business and based on the Mining Code, a decision granting the renewal must be issued within 30 days from the submission of the renewal application at the BCMM. Due to the current moratorium period, almost all mining companies that are waiting for renewal decisions have stopped their activities pending the issuance of the renewed permits, which may take from months to years. The dossier relating to the application for the transfer of the 3196 Permit to CMM and its transformation into an exploitation permit was duly filed at the BCMM. The application is an administrative formality, which should be approved providing that CMM continues to pay the administrative fees. CMM is not entitled to carry out any exploration/exploitation activities until the completion of the transfer/transformation procedure and the obtainment of the permit in its name. Risks relating to Africa General The Group principally operates in the Republic of South Africa and Madagascar. African economies in general are emerging markets and as such are different from those in more developed countries in many respects including economic structure, government, level of development, growth rates and foreign exchange controls. The Group’s activities may be adversely affected in varying degrees by changes in economic, political, judicial, administrative, taxation or other regulatory factors as well as other unforeseen matters, including, but not limited to, labour unrest, civil disorder, war or sabotage, fires, floods, explosions or other catastrophes, epidemics or quarantine restrictions. By virtue of this, investors in emerging markets should be aware that these markets are subject to greater risk than more developed markets. Investors should also note that emerging economies are subject to rapid change and that the information set out in this document may become outdated relatively quickly. Accordingly, investors should exercise particular care in evaluating the risks involved and must decide for themselves whether, in light of those risks, an investment in the Company is appropriate. Generally, investment in emerging markets is only suitable for sophisticated investors who fully appreciate the significance of the risks involved and investors are urged to consult with their own legal and financial advisers before making an investment in the Ordinary Shares. Government regulation, mining licences and permits The Group’s operating activities are subject to laws and regulations governing expropriation of property, health and worker safety, employment standards, waste disposal, protection of the environment, mine development, land and water use, prospecting, mineral production, exports, taxes, labour standards, occupational health standards, toxic wastes, the protection of endangered and protected species and other matters. While the Directors believe that the Group is in substantial compliance with all material current laws and regulations affecting its activities and the Company has made every effort to ensure it has robust commercial activities covering its activities, future changes in applicable laws, regulations, agreements or changes in their enforcement or regulatory interpretation could result in changes in legal requirements or in the terms of existing permits and agreements applicable to the Group or its properties, which could have a material adverse impact on the Group’s current operations or planned development projects. Where required, obtaining necessary permits and licences can be a complex, time consuming process and the Group cannot assure whether any necessary permits will be obtainable on acceptable terms, in a timely manner or at all. There is also the possibility that the terms of any licence the Company holds (including any favourable tax provisions) may be changed. The costs and delays associated with obtaining necessary permits and complying with these permits and applicable laws and regulations could stop or materially delay or restrict the Group from proceeding with any future exploration or development of its mining projects. Any failure to comply with applicable laws and regulations or permits, even if inadvertent, could result in interruption or closure of exploration, development or mining operations or material fines, penalties or other liabilities. 50

79. Repairs and maintenance are generally charged against income during the financial period in which they are incurred. However, renovations are capitalised and included in the carrying amount of the asset when it is probable that future economic benefits will flow to the SMC Group. Major renovations are depreciated over the remaining useful life of the related asset. An item of property, plant and equipment is derecognised upon disposal or when no future benefits are expected from its use or disposal. Any gain or loss arising from the de-recognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in the income statement in the year the asset is derecognised. Impairment of non-financial assets The SMC Group assesses at each reporting date whether there is an indication that an asset may be impaired. If any indication exists, or when annual impairment testing for an asset is required, the SMC Group estimates the asset’s recoverable amount. An asset’s recoverable amount is the higher of an asset’s or cash- generating unit’s (CGU) fair value less costs to sell and its value in use and is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or SMC Groups of assets. Where the carrying amount of an asset exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. In determining fair value less costs to sell, an appropriate valuation model is used. These calculations are corroborated by valuation multiples, quoted share prices for publicly traded subsidiaries or other available fair value indicators. Impairment losses are recognised in the statement of comprehensive income in those expense categories consistent with the function of the impaired asset. For assets excluding goodwill, an assessment is made at each reporting date as to whether there is any indication that previously recognised impairment losses may no longer exist or may have decreased. If such indication exists, the SMC Group estimates the asset’s or cash-generating unit’s recoverable amount. A previously recognised impairment loss is reversed only if there has been a change in the assumptions used to determine the asset’s recoverable amount since the last impairment loss was recognised. The reversal is limited so that the carrying amount of the asset does not exceed its recoverable amount, nor exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognised for the asset in prior years. Such reversal is recognised in the statement of comprehensive income unless the asset is carried at revalued amount, in which case the reversal is treated as a revaluation increase. Financial instruments Financial Assets Initial recognition All financial assets are initially measured at the fair value of the consideration given, including transaction costs, except for financial assets classified as at fair value through profit or loss. Investments and other financial assets Financial instruments recognised on the statement of financial position include cash and cash equivalents, trade and other receivables, restricted investments and inter-company payables and receivables. Restricted investment Restricted investment comprises of short-term deposits with an original maturity of three months or less and an investment in an investment fund. These funds are dedicated towards future rehabilitation expenditure on the mine property. Cash and cash equivalents Cash and cash equivalents comprise cash at bank and in hand and short-term deposits with an original maturity of three months or less. Cash and cash equivalents are measured at amortised cost. 79

154. 13.2 Coal Mining Madagascar SARL (“ CMM ”) was involved in litigation against an individual named Rahajasoamampionona (“ Claimant ”) in connection with the ownership of Exploitation Permit no.4578. The litigation has lasted for almost ten years but settled by way of a settlement agreement under which the Claimant accepted that CMM is the owner of the permit. The agreement has been registered with the tax authority and filed with the civil court. The court order confirming the validity and enforceability of the settlement agreement is expected by the end of this year. 13.3 Save as described in this paragraph 13 there are no, and during the 12 month period prior to the date of this document there have not been any, governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which the Company is aware) which may have, or have had in the recent past, significant effects on the Company’s or the Group’s financial position or profitability. 14 General 14.1 There are no patents or other intellectual property rights, licences or particular contracts which are of fundamental importance to the Company’s business. 14.2 Save as set out in Part II and Parts IX to XI of this document the Directors are not aware of any environmental issues that may affect the Group’s business or utilisation of its tangible fixed assets. 14.3 Save as set out in this Document there are no investments in progress which are significant or any future investments upon which the Company or its management team have already made firm commitments. 14.4 The expenses of Admission are estimated to be £745,000, excluding VAT and are payable by the Company. 14.5 Except for fees payable to the professional advisers whose names are set out on pages 6 and 7 of this document or payments to trade suppliers, no person has received any fees, securities in the Company or other benefit to a value of £10,000 or more, whether directly or indirectly, from the Company within the 12 months preceding the application for Admission, or has entered into any contractual arrangement to receive from the Company, directly or indirectly, any such fees, securities or other benefit on or after Admission. 14.6 Payme nts made to government or regulatory authorities or similar bodies with regard to the acquisition of or maintenance of the Group’s assets relate to royalties paid by the Group to the South African Revenue Service from since April 2017 amount to R12,473,633.57. 14.7 Save as disclosed in this document, there has been no significant change in the financial or trading position of the Group since 31 August 2017, the date to which unaudited interim financial information has been published. 14.8 Save as disclosed in this document, there has been no significant change in the financial or trading position of BVL since 28 February 2017, the date to which historical financial information has been presented in Part VII of this document. 14.9 Save as disclosed in this document, there has been no significant change in the financial or trading position of SMC since 30 June 2017, the date to which unaudited interim financial information has been presented in Part VI of this document. 14.10 With the exception of any arrangements disclosed in paragraph 8 of this Part VIII no member of the Group is, nor has been, a party to any transactions with related parties which were material to the Group. 14.11 Where information has been sourced from a third party, the Company confirms that this information has been accurately reproduced and as far as the Company is aware and is able to ascertain from the information published by that third party, no facts have been omitted which would render the reproduced information inaccurate or misleading. 154

216. J3727 Bushveld Minerals Ltd_Vametco CPR Update_RSA Page: 43 Figure 7-11 Plan view of the classification of Vametco Upper, Intermediate and Lower seams (models shown after mining depletion) Note: Drillhole intersection positions shown in white. North is to the top of the figures. 216

179. J3727 Bushveld Minerals Ltd_Vametco CPR Update_RSA Page: 6 Figure 2-3 Vametco Ownership Structure Note: Lemur Resources Limited has conditionally acquired Sable Platinum Mining Limited's shares in three companies: (i) Great 1 Line Invest (Pty) Ltd, (ii) Gemsbok Magnetite (Pty) Ltd and (iii) Caber Trade & Invest 1 (Pty), the transaction being conditional on receipt of section 11 approval. Application for section 11 approvals have been made in the name of Bushveld Resources Limited. 179

206. J3727 Bushveld Minerals Ltd_Vametco CPR Update_RSA Page: 33 Figure 7-5 Isometric view of the magnetite layers geological model, looking to the northwest No faults have been modelled within the deposit. Mining has occurred on the Lower Seam along most of the defined strike length near surface. The northing and easting extents of these open pit workings are well defined through the DTM topography provided by BML. The extent of the open pit mining was removed from the grade block model to account for depletion. 7.3.3 Oxidation/Weathering Surfaces No overburden/weathering horizon has been modell ed. Most of the near surface material has been mined. 206

236. J3727 Bushveld Minerals Ltd_Vametco CPR Update_RSA Page: 63 Figure 12-2 Percentage Vanadium Consumption by Industry Figure 12-3 Worldwide Steel Production vs. Vanadium Consumption 236

237. J3727 Bushveld Minerals Ltd_Vametco CPR Update_RSA Page: 64 Even with the drop in the Chinese steel demand from previous years, China is still a large steel consuming country, and consumes a lot of vanadium. Some other large vanadium consuming countries (regions) include North America and Russia. Figure 12-4 shows a proportional breakdown of vanadium consumption for 2016 per country. Figure 12-4 Percentage Vanadium Consumption by Country The use of vanadium in batteries may be a potential growth market for vanadium. Vanadium redox batteries (“VRBs”) have been proposed as a potential solution for grid energy storage associated with renewable energy. To date, around 95 % of storage capacity is based on pumped-storage hydroelectricity. Given the size of the market, even a small increase in the use of VRBs in this market would amount to a significant additional demand for vanadium. A number of technological challenges have to be overcome for the solution to become economic, the outlook for demand for vanadium from this sector is thus still uncertain. 237

258. J3727 Bushveld Minerals Ltd_Vametco CPR Update_RSA Page: 85 18 INTERPRETATION AND CONCLUSIONS The geology of the area is well understood with magnetite mineralisation being visually observed in the core and measured by Davis Tube tests. No QAQC protocols were implemented during any of the drilling campaigns undertaken by the various owners of the mine. This detracts some of the confidence in the Mineral Resource estimate. This said there is at least a good correlation between drillhole data and mined out sections. The geological model consists of three zones of layers of magnetite-rich gabbros dipping at approximately 19° to the north as aligned with observations made during the open pit-mining. Inverse distance square was used to estimate the various variables into the block model. This method is acceptable due to low variability and long-range continuity of the layers. Validation of the block model through visual inspection and comparative statistics shows that the interpolated values correlate well with the original drillhole data. Vametco Mine has been operating since 1967. The mining method and plant process is very well understood and has delivered tangible result since mining started. The input factors in to the financial model are well known and are based on actual cost and income generated by the mine. All other modifying factors that has an influence on the operations viability is well understood and is being managed in a pro-active manner. It is the opinion of the CP that all inputs and modifying factors is of the level that Ore Reserves can be estimated. The Ore Reserves are estimated by the use of pitshells generated from the pit optimisation studies that were undertaken. Due to the factors listed above, there is high confidence in the Ore Reserves as presented in the CPR. 258

483. Competent Person’s Report – Imaloto Coalfield – Bushveld Minerals Limited – 23 Oct 2017 2 The coal bearing sediments rests conformably on diamictites of the Glacial Series, and the basement consists of gneisses, schists and granites of Pre-Cambrian age. The Imaloto Coalfield is situated in the northernmost part of the Morondava coal basin, and the stratigraphy as documented in this exploration programme generally corresponds with the sequence stratigraphy as described in the literature. Figure 1: General Locality of the Project Area. 483

484. Competent Person’s Report – Imaloto Coalfield – Bushveld Minerals Limited – 23 Oct 2017 3 The coal measure stratigraphy as encountered during the exploration programme undertaken for this study includes from the base upwards the following seams; - The Main Seam Lower Split, - The Main Seam, - The Upper Seam, - The Top Seam, - The Surface Seam. Figure 2: A General Log Showing the Coal Stratigraphic Sequence. 484

44. exports of vanadium has the potential to adversely impact the price for Vanadium. Moreover, reserve estimates and feasibility studies using different commodity prices than the prevailing market price could result in material write-downs of the Group’s investment in its assets, the availability of debt and equity finance being curtailed and even a reassessment of the feasibility of mining projects which could result in putting a mining project on care and maintenance and slowing down operations until a change in the commodity prices. Prolonged, subdued commodity prices would have a material adverse effect on the Group’s operations and financial position. Exchange Rates Bushveld Minerals’ assets, earnings and cash flows are affected by a wide variety of currencies. The US dollar is the currency in which the majority of the Group’s sales are determined however the Company’s share price and reported financial results are in Sterling. Operating costs are influenced by the currencies of those countries where the Group operates. The US dollar, the South African Rand, the Malagasy Ariary and Sterling are the most important currencies affecting the Group’s operating costs. Fluctuations in the exchange rates of relevant currencies may impact on Bushveld Minerals’ financial results. The Group does not currently intend to enter into any hedging arrangements with respect to foreign currency. Estimates of mineral reserves and resources The estimating of mineral reserves and mineral resources is a subjective process and the estimates of mineral reserves and resources for development projects are, to a large extent, based on the interpretation of geological data obtained from drill holes and other sampling techniques and feasibility studies which derive estimates of costs based upon anticipated tonnage and grades of ores to be mined and processed, the configuration of the ore body, expected recovery rates from the ore, estimated operating costs, anticipated climatic conditions and other factors. Any mineral resource estimates referred to in this document are historic estimates only and no assurance can be given that any particular grade, stripping ratio or grade of minerals will in fact be realised or that an identified reserve or resource will ever qualify as a commercially mineable (or viable) deposit which can be legally and economically exploited. Market fluctuations in the price of base metals may also render mineral reserves uneconomical. As a result of these uncertainties, there can be no assurance that the Group’s exploration programmes will result in profitable sale of projects or ultimately commercial mining operations. There is significant uncertainty in any reserve or resource estimate and the actual deposits encountered and the economic viability of mining a deposit may differ materially from the Company’s estimates. The exploration of mineral rights is speculative in nature and is frequently unsuccessful. The Group may be unable to successfully discover and exploit new projects or reserves to replace those they are selling or mining to ensure their on-going viability. Estimated mineral reserves or mineral resources may have to be recalculated based on changes in metals prices, further exploration or development activity or actual production experience. This could have a material adverse effect on estimates of the volume or grade of mineralisation, estimated recovery rates or other important factors that influence reserve or resource estimates. Market price fluctuations for base metals, increased production costs or reduced recovery rates, or other factors may render any mineral reserves of the Group uneconomical or unprofitable to develop at a particular site or sites. Resource data is not indicative of future results of operations. If the Group’s actual minerals resources are less than current estimates, the Group’s results of operation and financial condition may be materially impaired. Environmental regulation Mining operations have inherent risks and liabilities associated with damage to the environment and the disposal of waste products occurring as a result of mineral exploration and production. Environmental and safety legislation and regulation (e.g. in relation to reclamation, disposal of waste products, pollution and protection of the environment, protection of wildlife and otherwise relating to environmental protection) is frequently changing and is generally becoming more restrictive with additional standards than those currently in effect, a heightened degree of responsibility for companies and their directors and employees and more stringent enforcement of existing laws and regulations. Future changes could impose significant costs and burdens on the Group (the extent of which cannot be predicted) both in terms of compliance and potential 44

45. penalties, liabilities and remediation. Breach of any environmental obligations could result in penalties and civil liabilities and/or suspension of operations, any of which could adversely affect the Group. Further, approval is required for land clearing and for ground disturbing activities. Delays in obtaining such approvals could result in the delay to anticipated exploration programmes or mining activities. There may also be unforeseen environmental liabilities resulting from mining activities, which may be costly to remedy. If the Group is unable to fully remedy an environmental problem, it may be required to stop or suspend operations or enter into interim compliance measures pending completion of the required remedy. The potential exposure may be significant and could have a material adverse effect on the Group. The Group has not purchased insurance for environmental risks (including potential liability for pollution or other hazards as a result of the disposal of waste products occurring from exploration and production) as it is not generally available at a price which the Group regards as reasonable. Under South African law, there is a requirement to provide for the restoration of the mine area once mining operations cease (currently expected to be in 2037 at the Vametco mine) to a condition specified in the environment plan document approved by the South African government. This provision must be supported, in part, by cash deposits. As at 30 June 2017 the SMC Group held cash deposits of £3.6 million in relation to this provision. The liability is assessed annually by a professional independent consultant, discounted by the Directors to its present value. As at 30 June 2017, the total audited provision made in accordance with the terms of the licence, was approximately £4.7 million, with the difference between the cash deposits and the total provision being bridged by an insurance policy. Discussions with the government of the Republic of South Africa relating to the condition that the mine must be restored to are ongoing as the condition specified in the environment plan document is considered by the Directors to be open to interpretation. The actual cash requirement in respect of the environmental rehabilitation provision may therefore be materially different, depending on the outcome of discussions with the South African government, and this may significantly reduce the cash resources available to the Enlarged Group. However, the Directors are of the opinion that the working capital available to the Company and the Enlarged Group will be sufficient for its present requirements, that is for at least twelve months from the date of Admission. Water Use Licence The Group has obtained an environmental report on the open pit magnetite mine and concentrator, near Mokopane, Limpopo, in October 2015 which has noted that the Group will need, in order to develop the mine, a Water Use Licence, which at the present time the Group does not have. Work on this project is not expected to start until 2019, and the Group may apply for a licence in the meantime, but there can still be no guarantee that the licence will be granted in time, as such applications may take up to 3 and cannot be guaranteed. Operating without a required Water Use Licence is a criminal offence, and may result in a fine of between R120,000 and R600,000 and/or a period of imprisonment being imposed by a criminal court and may result in a directive ordering the cessation of the relevant all water uses on site. Ground water contamination issues A Monitoring Report was issued to Vametco Holdings in May 2017 which has highlighted a range of minor and significant groundwater contamination on the Vametco Holdings site, located on portion 1 of the farm Krokodilkraal 426 JQ and the remaining extent of portion 1 of the farm Uitvalgrond 431 JQ. Although the conclusion reached in the report is not conclusive, there is prima facie evidence of non-compliance with the duty of care set out in National Water Act, 1998, section 19 of which Section 19 for a duty of care towards water resources in South Africa, and requires any persons who has caused significant contamination to take reasonable measures to prevent any such pollution from occurring, continuing or recurring. The failure to take reasonable measures may result in a directive from the DWS ordering certain measures to remedy the pollution, at the cost of Vametco Holdings. The failure to take reasonable measures may also result in a fine of between R120,000 and R600,000 and/or imprisonment being imposed by a criminal court. Operating risks The activities of the Group are subject to all of the hazards and risks normally incidental to exploring and developing natural resource projects. These risks and uncertainties include, but are not limited to, environmental hazards, industrial accidents, labour disputes, encountering unusual or unexpected geologic formations or other geological or grade problems, unanticipated challenges in metallurgical characteristics and mineral recovery, encountering unanticipated ground or water conditions, cave-ins, pit wall failures, 45

175. J3727 Bushveld Minerals Ltd_Vametco CPR Update_RSA Page: 2 The CPR was peer reviewed internally to MSA, by suitably qualified geologists and mining engineers. 1.3 Consent MSA consents to the issuing of this report in the form and content in which it is to be included in documentation distributed to the directors of Bushveld Minerals, and in the Admission Document. Neither the whole nor any part of this report nor any reference thereto may be included in any other document without the prior written consent of MSA as to the form and context in which it appears. 1.4 Principal Sources of Information The principal source of information is a previous competent person’s report (VBKOM 2016) undertaken by Brendan Botha and Wynand Botes, Principal Consultants from VBKOM (Pty) Ltd. All information used to complete the VBKOM 2016 report was provided by Vametco to VBKOM. MSA reviewed the data presented and assessed it in terms of the JORC Code (as revised in 2012). MSA could not verify all third-party information as some of the work completed for the Vametco Mine pre-dates the appointment of MSA. MSA has also based its review of the Properties on information provided by Bushveld Minerals Limited. A site visit was conducted on 31 August 2017 by Messrs Philip Mostert and Jeremy Witley of the MSA Group. The authors have endeavoured, by making all reasonable enquiries, to confirm the authenticity and completeness of the technical data upon which the Independent Technical Report is based. A final draft of the report was also provided to Bushveld Minerals Limited, along with a written request to identify any material errors or omissions prior to lodgement. 175

176. J3727 Bushveld Minerals Ltd_Vametco CPR Update_RSA Page: 3 2 PROPERTY DESCRIPTION AND LOCATION 2.1 Location The Vametco Mine is situated about 6.5 km northeast of the town of Madibeng (formerly known as Brits). The mine is an operational opencast vanadium mine, located in the Bojanala Platinum District within the North-West Province of the Republic of South Africa. The operations are near Mmakau and Rankothea villages, which are approximately 500 m to the south and west of the operations respectively. The additional exploration properties are located adjacent to or near to the mine, as depicted in Figure 2-1. Figure 2-1 Location of the Vametco Mine and additional exploration properties The Property where mining operations take place, is represented by two portions of farms: Portion 1 of the farm Krokodilkraal 426JQ and the Rest of Portion 1 of Uitvalgrond farm 431JQ, as shown in Figure 2-2. A valid Mining Right exists for the Property, which is 1507.74 ha in size (Table 2-1). 176

203. J3727 Bushveld Minerals Ltd_Vametco CPR Update_RSA Page: 30 removed from the estimation data. The holes excluded from the estimate are all the UI holes up to and including UI25 (UI02, UI05 to UI10, UI13 to UI17, UI19 to UI21 and UI23 to UI25) and KR9. The positions of these holes were examined and they were found to be in close proximity to the holes that were accepted and so no impact on the overall drilling grid occurred. The un-assayed data within the models were left as null values rather than zero values, as the estimate is for the grade in magnetite and the values are relatively constant. This allows for estimation into the un-assayed data using the surrounding assay data. Assigning a zero value would bias the estimate. 7.2.2 Statistics of the Sample Data A total of 3,792 sample assays occur in the database for the Project, of which 3,268 were used for grade estimation once the whole rock assays were excluded. A histogram of the accepted sample lengths is presented in Figure 7-2. 65 % of the sample lengths are 0.3 m or less. No relationship between sample length and V 2 O 5 grade is apparent. Figure 7-2 Histogram of the accepted sample length data 203

452. _______________________________________________________________________________________________________________________________ _ J2518: CPR and updated MRE for the Mokopane Fe-V-Ti Project Page: 137 October 2017 15 ADJACENT PROPERTIES Considerable work on Ti-magnetite layers was carried out on five contiguous farms immediately south of the Project Area by Mining Corporation Ltd (“MCL”) during 1979 and 1980. MCL completed geological mapping, magnetic surveys, trenching and drilling over the mineralised strike distance of approximately 16 km. The deposit is referred to as the VanMag project and was acquired by Continental Capital Ltd (“CCL”) in 2007. Sixteen diamond drill holes totalling 2,141 m and 158 percussion holes totalling 2,687 m were drilled by MCL. The results were summarised in 1980 by Schutte in a Report for the Geological Survey of South Africa. The Schutte report does not describe or include any metallurgical or techno-economic results. CEI Africa (Pty) Ltd (“CEI”) acquired the VanMag project in 2013 and has since conduced considerable exploration activities. The results for the work undertaken by CCL and CEI are not in the public domain. 452

547. JORC Joint Ore Reserves Committee JORC Code Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves Kcal/kg Kilocalories per kilogram Ma Million annum (years) MA Mineral Area m.a.m.s.l. metres above mean sea level MPRDA Mineral and Petroleum Resources Development Act (Act 28 of 2002) MJ/kg Megajoules per kilogram MTISReserve Mineable tonnes in situ reserve, as defined by SANS10320:2004 MTISResource Mineable tonnes in situ resource, as defined by SANS10320:2004 Mt Million tonnes Mtpa Million tonnes per annum NAR Net as Received NAEN The Russian Society of Subsoil Use Experts NPV Net Present Value NRO National Reporting Organisations NZX New Zealand Stock Exchange PERC Pan European Reserves and Resources Reporting Committee RPO Recognized Professional Organisation Ptn Portion RE Remaining Extent ROM (adc) Run of mine tonnes (air dry, contaminated) ROM (aduc) Run of mine tonnes (air dry, uncontaminated) ROM (as del) Run of mine tonnes (as delivered) SABS South African Bureau of Standards SAMCODES South African Mineral Codes SAMREC Code South African Code for the Reporting of Coal Resources and Coal Reserves SANS 10320 South African National Standard 10320:2004 – South African guide to the systematic evaluation of coal resources and coal reserves SME Society for Mining, Metallurgy and Exploration (USA) The AusIMM The Australian Institute of Mining and Metallurgy 547

546. List of Acronyms adb (or ADB) Air dry basis adc (or ADC) Air dry, contaminated aduc (or ADUC) Air dry, uncontaminated AIG Australian Institute of Geoscientists ASX Australian Securities Exchange CIM Canadian Institute of Mining, Metallurgy and Petroleum CMMI Council of Mining and Metallurgical Institutions CRIRSCO Committee for Mineral Reserves International Reporting Standards CV Calorific value CVVM Calorific value of volatiles DAFV Dry Ash Free Volatiles db (or DB) Dry basis DTF Drop Tube Furnace DME Department of Minerals and Energy E Activation energy (kJ/mol) EIA Environmental Impact Assessment EMPlan Environmental Management Plan EMProgramme Environmental Management Programme ESKOM South Africa’s state -owned electrical power utility company Er Energy ratio FOB Free on Board g/cc Grams per cubic centimetre GTIS Gross Tonnes in situ GAD Gross as delivered GAR Gross as received HIV Heat in volatiles (%) ha Hectares (1 ha = 10,000 m2) ICMM International Council on Mining and Metals IRR Internal Rate of Return ISO International Standards Organisation 546

27. The dried AMV is then forwarded to the MVO section for conversion. The vanadium depleted solution referred to as barren solution is pumped to the sulphate recovery plant (SRP). The function of the MVO section is to reduce the AMV to modified vanadium oxide (MVO). The MVO is drummed and sealed when cool to prevent re-oxidation. The product is black in colour with some variation to brown. MVO is the feedstock for the products manufactured at Vametco i.e. Nitrovan ® and Ferro-Vanadium. The MVO is mixed with the required quantity of carbon in the mix plant to produce the various grades of Nitrovan ® , i.e. Nitrovan ® 12 per cent. and 16 per cent. Under controlled conditions, nitrogen is purged into the furnace to substitute the carbon and dependant on the quantity of carbon this results in the required grades of Nitrovan ® . Vanadium in these products is in the reduced state with a minute quantity tied to oxygen. Elements are in a solid solution state. Figure 9 shows the process that 1 tonne of ore goes through during beneficiation. Fig 9: One tonne of ore going through processing plant 3.12 Production History Vametco has the ability to produce product via the processing of vanadium containing magnetite or vanadium containing slag. It has enjoyed a steady production profile in recent years focused on the trademark vanadium nitrite product, Nitrovan ® . The latter is sold worldwide to steel mills where it is used as a micro-alloying additive to strengthen (mainly construction) steel. Historically the mining operating philosophy was adjusted on the basis of availability of vanadium containing slag. A constraint on slag supply in mid-2016 led to maximisation of mined throughput, yielding consistent magnetite based production. The limited availability and higher cost of slag based feedstock further allowed Vametco to initiate various debottlenecking initiatives at relatively low cost, maximising the magnetite production volumes. Accordingly, Phase I of the ore beneficiation expansion capital project was successfully commissioned in September 2017. This has expanded capacity from 2,800 mtV to 3,035 mtV. It is intended that Phase 2 of the ore beneficiation project will be commissioned towards the end of Q2 2018, raising capacity further to 3,750 mtV. The final phase should see capacity increase to over 5,000 mtV by the end of 2019 ( see Development Strategy ). Both Figure 10 and Figure 11 depict actual production from a mining and final product perspective from January 2014 to September 2017, respectively. 27

28. Fig 10: Vametco – Actual Mining Production (2014 – Sept 2017) Near term, the mining operating philosophy in 2018 is to increase waste stripping during elevated price environments, ensuring sufficient ore is available at all times for the processing plant in any subsequent low pricing periods. Fig 11: Vametco Actual Plant Production (2014 – 2017 Sep) Figure 11 depicts historical Magnetite and Nitrovan ® equivalent production volumes. The Nitrovan ® production volumes are relatively constant around 250 mtV per month, ensuring a sustainable supply to Vametco’s customers, the balance being MVO shipped for FeV conversion. Vametco Mine has demonstrated its capabilities in achieving production targets, both from a mining and beneficiation perspective. 3.13 Financial Performance of SMC Group FY 2014 FY 2015 FY 2016 H1 2017 £’000 Audited Audited Audited Unaudited Revenue 33,167 32,666 38,460 26,436 No. of tonnes sold 1,884 2,340 2,810 1,342 Gross Profit 9,616 5,453 7,709 8,528 Gross Margin 29% 17% 20% 32% Operating Profit 4,315 847 687 4,669 Total comprehensive profit/loss 6,279 (268) (1,176) 3,477 Net Assets 34,474 31,423 31,999 33,782 Revenue primarily relates to the sale of two vanadium products, modified vanadium oxide and Nitrovan ® . Sales volumes in mtV have increased by over 20 per cent. from FY 2014 to FY 2016. Revenues fell though in FY 2015 despite an increase in number of tonnes sold, primarily due to a fall in prices. In FY 2016, the average selling price of vanadium increased by 27 per cent. which resulted in a 17 per cent increase in sales and a 41 per cent. increase in gross profit. Products are predominantly exported. Evraz was historically responsibly for sales globally (excluding South Africa, Japan, China and Korea). Sojitz, a 21.2 per cent. minority economic interest in SMC, is responsible 28

41. ● authorise the Directors to issue, grant rights to subscribe for, or convert any securities into up to 287,793,087 new Ordinary Shares in the Company, being approximately one third of the Enlarged Issued Share Capital, and to disapply pre-emption rights for up to 100,000,000 new Ordinary Shares, being approximately 11.6 per cent. of the Enlarged Issued Share Capital, having used up a substantial amount of its existing authorities through the issue of the Convertible Bonds and Convertible Bond Warrants. The Acquisition Resolution will be proposed as an ordinary resolution (Resolution 1). The Authority Resolutions will be proposed as an ordinary resolution (Resolution 2) and as a special resolution (Resolution 3). An ordinary resolution, in order to be passed, requires the approval of a simple majority of those voting in person or on a proxy or on a poll, and a special resolution requires the approval of 75 per cent. of those voting in person or on a poll by proxy. It is a condition to completion of the Acquisition that the Acquisition Resolution is approved by Shareholders. 19 Action to be taken Enclosed with this document you will find the Form of Proxy for use by Shareholders in connection with the General Meeting. Whether or not you intend to be present at the General Meeting, Shareholders are asked to complete, sign and return the Form of Proxy to the Registrar as soon as possible but in any event so as to arrive no later than 10.00 a.m. on 20 December 2017. The completion and return of a Form of Proxy will not preclude Shareholders from attending at the General Meeting and voting in person should they wish to do so. Accordingly, whether or not Shareholders intend to attend the General Meeting, they are urged to complete and return the Form of Proxy as soon as possible. Shareholders who hold their shares through CREST and who wish to appoint a proxy or proxies for the General Meeting or any adjournment(s) by using the CREST electronic proxy appointment service may do so by using the CREST proxy voting service in accordance with the procedures set out in the CREST manual. CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting service provider, should refer to that CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf. 20 Recommendation The Directors unanimously recommend that Shareholders vote in favour of the Resolutions to be proposed at the General Meeting, as they intend to do so in respect of their own beneficial shareholdings amounting to, in aggregate, 13,366,667 Existing Ordinary Shares representing 1.65 per cent. of the Existing Issued Share Capital. Yours faithfully, Ian Watson Non-Executive Chairman 41

52. Downgrading of debt rating Any adverse revision to the prevailing credit rating for domestic and international debt by international rating agencies of any country in which the Group operates may adversely impact the Company’s ability to raise future project financing and the interest rates and other commercial terms at which such additional financing may be available. This could have an adverse effect on the Group’s financial performance and its ability to obtain financing to fund its growth on favourable terms, or at all. Risk of crime and corruption Countries in Africa generally experience high levels of criminal activity and governmental and business corruption. Exploration and mining companies operating in certain areas of Africa may be particular targets of criminal actions. Criminal or corrupt action against the Group could have a material adverse effect on the Group’s business, operations, financial performance, cash flow and future prospects. In addition, the fear of criminal or corrupt actions against the Group could have an adverse effect on the ability of the Group to adequately staff and/or manage its operations or could substantially increase the costs of doing so. The Group is subject to anti-corruption and anti-bribery legislation and regulations, including the UK Bribery Act and other laws and regulations that prohibit companies and their intermediaries from making improper payments or offers of payments to foreign governments and their officials and political parties, or others for the purpose of obtaining or retaining business and other benefits. By doing business in the Republic of South Africa, Madagascar and other jurisdictions in Africa, the Group could face, directly or indirectly, corrupt demands by officials, militant groups or private entities. Consequently, the Group faces the risk that one or more of its employees, agents, intermediaries or consultants may make or receive unauthorised payments given that such persons may not always be subject to its control. Although the Company has policies and procedures designed to ensure that the Group itself, employees, agents, intermediaries and consultants comply with the UK Bribery Act and other anti-corruption legislation, there is no assurance that such policies or procedures will work effectively all of the time or protect the Group against liability under any such legislation for actions taken by its agents, employees, intermediaries and consultants with respect to its business. If the Group is not in compliance with the UK Bribery Act or other laws governing the conduct of business with indigenous governments and entities (including local laws), the Group or its Directors may be subject to criminal and civil penalties and other remedial measures. Furthermore, any remediation measures taken in response to potential or alleged violations of the UK Bribery Act or other anti-corruption or anti-bribery laws, including any necessary changes or enhancements to the Company’s procedures, policies and controls and potential personnel changes and/or disciplinary actions, may result in increased compliance costs. Any such findings, or any alleged or actual involvement in corrupt practices or other illegal activities by the Group or its commercial partners or anyone with whom it conducts business could damage its reputation and its ability to do business, including by affecting its rights and title to assets or by the loss of key personnel, and together with any increased compliance costs, could adversely affect its business, operations, financial performance, cash flow and future prospects. General Investor Risks Suitability, share price volatility and liquidity A prospective investor should consider with care whether an investment in the Company is suitable for him in light of his personal circumstances and the financial resources available to him. An investment in the Company is only suitable for investors capable of evaluating the risks and merits of such investment and who have sufficient resources to bear any loss which may result from the investment. Prospective investors should therefore consult an independent financial adviser authorised under the FSMA (if before investing in the United Kingdom) or, if not, another appropriately authorised independent adviser who specialises in advising on the acquisition of shares and other securities. 52

120. Replacement to IAS 39 and is built on a logical, single classification and measurement approach for financial assets which reflects both the business model in which they are operated and their cash flow characteristics. Also addresses the so called ‘own credit’ issue and includes an improved hedge accounting model to better link the economics of risk management with its accounting treatment. It is a change from incurred to expected loss model. Introduces requirements for companies to recognise revenue to depict the transfer of goods or services to customers in amounts that reflect the consideration to which the company expects to be entitled in exchange for those goods or services. Also results in enhanced disclosure about revenue and provides or improves guidance for transactions that were not previously addressed comprehensively and for multiple element arrangements. The new standard recognises a leased asset and a lease liability for almost all leases and requires them to be accounted for in a consistent manner. This introduces a single lessee accounting model and eliminates the previous distinction between an operating lease and a finance lease. * not yet endorsed by the EU The Directors anticipate that the adoption of these Standards and Interpretations in future periods will have no material impact on the financial statements of BVL, subject to any future business combinations. 3. Significant accounting policies Basis of accounting These financial statements have been prepared in accordance with International Financial Reporting Standards, International Accounting Standards and Interpretations (collectively “IFRS”) issued by the International Accounting Standards Board (“IASB”) as adopted by the European Union (“adopted IFRS”), and are in accordance with IFRS as issued by the IASB. The financial statements have been prepared under the historical cost basis, except for the revaluation of financial instruments. Historical cost is generally based on the fair value of the consideration given in exchange for the assets. The principal accounting policies are set out below and have been applied consistently throughout the period. Basis of preparation Foreign currencies Functional and presentational currency The individual financial statements of BVL is prepared in the currency of the primary economic environment in which they operate (its functional currency). For the purpose of the financial statements, the results and financial position of BVL are expressed in Pound Sterling, which is the functional currency of the ultimate parent company, Bushveld Minerals Limited, and the presentation currency for the financial statements. Transactions and balances Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions or valuation where items are re-measured. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange IFRS 9 Financial Instruments 1 January 2018 IFRS 15 Revenue from Contracts with Customers (IFRS 15 clarifications not EU-endorsed) 1 January 2018 IFRS 16 Leases* 1 January 2019 120

126. PART VIII Additional Information 1 RESPONSIBILITY 1.1 The Directors of the Company, whose names appear on page 6 of this document, and the Company accept responsibility, collectively and individually, for the information contained in this document. To the best of the knowledge and belief of the Directors and the Company (having taken all reasonable care to ensure such is the case) the information contained in this document is in accordance with the facts and contains no omission likely to affect the import of such information. 1.2 RSM Corporate Finance LLP accepts responsibility for its reports set out in Part V and VII of this document. To the best of the knowledge of RSM Corporate Finance LLP (who has taken all reasonable care to ensure that such is the case), the information contained in such report is in accordance with the facts and does not omit anything likely to affect the import of such information. 1.3 The Vametco Competent Person accepts responsibility for its report set out in Part IX of this document. To the best of the knowledge of the Vametco Competent Person (who has taken all reasonable care to ensure that such is the case), the information contained in such report is in accordance with the facts and does not omit anything likely to affect the import of such information. 1.4 The Mokopane Competent Person accepts responsibility for its report set out in Part X of this document. To the best of the knowledge of the Mokopane Competent Person (who has taken all reasonable care to ensure that such is the case), the information contained in such report is in accordance with the facts and does not omit anything likely to affect the import of such information. 1.5 The Madagascar Competent Person accepts responsibility for its reports set out in Part XI of this document. To the best of the knowledge of the Madagascar Competent Person (who has taken all reasonable care to ensure that such is the case), the information contained in such reports is in accordance with the facts and does not omit anything likely to affect the import of such information. 2 THE COMPANY AND ITS SUBSIDIARIES 2.1 The Company was incorporated and registered in Guernsey under the Law on 5 January 2012 under the name of Bushveld Minerals Limited with registered number 54506 as a non cellular company with limited liability under the Law, which is the principal legislation (together with the regulations made thereunder) under which the Company operates. 2.2 The registered office of the Company is at 18-20 Le Pollet, St Peter Port, Guernsey GY1 1WH. 2.3 The principal place of business of the Company is at Illovo Edge Office Park, Building 3, 2nd Floor, Corner Harries and Fricker Road, Illovo, South Africa where the telephone number is +27 11 268 6555. 2.4 The ISIN for the Ordinary Shares is GG00B4TM3943. 2.5 On Admission, the Company will have the following subsidiaries: Country of Percentage Name Incorporation Interest Bushveld Resources Limited Guernsey 100 Bushveld Energy Limited Mauritius 84 Lemur Holdings Limited Mauritius 100 Lemur Resources Limited* Australia 100 Pan African Drilling Limited B.V.I 100 126 * Lemur Resources Limited is in the process of being wound up and has conditionally agreed to acquire an interest in three Compa nies, all incorporated in South Africa, Great 1 Line Invest (Pty) Limited, Gemsbok Magnetite (Pty) Limited and Caber Trade & Invest 1 (Pty) Limited. Shortly following Admission it is intended that Lemur Resources Limited will transfer these interests to Bushveld Reso urces Limited and will enter into a solvent liquidation.

181. J3727 Bushveld Minerals Ltd_Vametco CPR Update_RSA Page: 8 and <2 % calcium (“CaO”) and silica (“SiO 2 ”) bearing gangue minerals is classified as an unrefined mineral resource. The royalty payable for an unrefined mineral resource is calculated as follows: x 0.5 + [earnings before interest and taxes / (gross sales in respect of unrefined mineral resource x 9)] x 100. The royalty is required bi-annually with the deficit between forecast sales and actual sales payable in a third payment. 181

354. _____________________________________________________________________________________________________________________________ J2518: CPR and updated MRE for the Mokopane Fe-V-Ti Project Page: 39 October 2017 Disseminated VTM occurs as an accessory mineral throughout the Upper Zone. Stratigraphic horizons with high concentrations of VTM are collectively referred to as Ti-magnetite layers even though the amount of VTM varies considerably within individual layers and from layer to layer. Virtually all layers are composite units and invariably contain relatively VTM-poor (<30%) sections, or partings, and have either gradational or sharp contacts with the surrounding rocks. The footwall contacts of the VTM layers tend to be reasonably sharp. VTM concentrations rarely exceed 90%, and only over short intervals, within certain layers. The complex nature of VTM distribution in an individual layer is shown in Figure 7-15. Vanadium in Ti-magnetite layers is exclusively hosted in ”solid solution” within the Ti-magnetite grains while titanium occurs partly within magnetite (“solid solution”) and also as small, discrete grains of ilmenite commonly along the Ti-magnetite grain boundaries. Whole-rock vanadium concentrations are highest in the lowermost Ti-magnetite layers (±1.5% V 2 O 5 ) and decrease gradually upwards to less than 0.4% V 2 O 5 . Titanium shows the opposite trend and increases from about 10% to 12% TiO 2 in the lowermost layers to concentrations in excess of 20% TiO 2 in the uppermost layers of the Upper Zone (Klemm et al ., 1985). Total iron oxide (expressed as Fe 2 O 3 ) in Ti-magnetite decreases from about 76% near the base of the Upper Zone to values of about 70% in the uppermost VTM layers. Similarly, Al 2 O 3 in Ti- magnetite decreases with stratigraphic height from approximately 6% in the lower layers to about 4% Al 2 O 3 in VTM layers near the top of the Upper Zone (Klemm et al ., 1985). Phosphorus occurs exclusively in apatite and the total whole-rock P 2 O 5 content is a function of the modal abundance of apatite which fluctuates systematically in numerous magmatic cyclic units throughout Subzone C of the UZ. 354

291. JORC Competent Person’s Report and Mineral Resource Estimate for the Mokopane Fe-V-Ti Project, Limpopo Province, South Africa Prepared by The MSA Group (Pty) Ltd for: Bushveld Minerals Limited SP Angel Corporate Finance LLP (as Nominated Advisors) Effective Date: 15 October 2017 Report Date: 28 October 2017 Competent Persons: Friedrich J. Reichhardt Principal Consulting Geologist Pr.Sci.Nat., FGSSA, MGSG Jeremy Witley Principal Resource Consultant Pr.Sci.Nat., FGSSA 291

490. Competent Person’s Report – Imaloto Coalfield – Bushveld Minerals Limited – 23 Oct 2017 9 Jacques Bablon). External oversight was provided by Jan Du Toit and Derrick Ndlovu with independent external oversight provided by Johan Erasmus (Pr. Sci. Nat. 400052/96 (SACNASP)). The stratigraphy is clearly defined with well-developed marker horizons. In addition the coal measures are contained in a much more clastic environment than for instance the Waterberg deposits in South Africa. Correlation is very easy and wire-line logging is not required for the delineation of coal seams or sampling horizons in this basin. 3. Reliance on Other Experts Down-hole wire-line logging of 17 boreholes was completed by Nic Grech-Gumbo of VMI (Pty) Ltd. The collar survey was contracted to a Madagascan company known as Mada Topo and the surveying of borehole collars was undertaken by Christian Randrianavony. The Spatial survey of a random selection of boreholes was undertaken by Ken Rice of Borehole Surveys, and all 13 of the boreholes surveyed by him were plumb. No significant deviation off the vertical was observed, with all the surveyed holes ranging from -89 o to -88.94 o from the horizontal. A DTM (Digital Terrain Model) was produced from satellite imagery and ground control points by Haila Hamdan from AAM Pty. Ltd. Johan Erasmus was contracted as an external independent consultant, and was present on site on the following dates during the exploration programme; - 31 Aug 2011 to 09 Sept 2011, 10 Days, site visit, drilling verification, - 17 Nov to 27 Nov 2011, 10 Days, site visit, drilling verification, - 26 May 2012 to 06 Jun 2012, 12 Days, site visit, logging and sampling checks, - 23 Jun to 30 Jun 2012, 7 Days, logging and sampling checks, drilling verification. Drilling and recovery of core on this site is verified by him. He witnessed the drilling first-hand on site, and also witnessed the sampling and dispatching of samples from the exploration camp in Imaloto via Tulear, to the coal laboratory (M&L Inspectorate) in Middelburg in South Africa. Coal analyses were performed on 290 samples at the Middelburg Laboratory of M&L Inspectorate. The contact persons are Celia Barbosa and Claudine Soobramoney. 490

38. Mining was distributed to Bushveld shareholders on the register as at the close of business on 8 November 2017. On 17 November 2017, Lemur Holdings announced it had completed an open market request for proposals process in October 2017 for all studies and services to complete the Bankable Feasibility Study for the Imaloto Power Project in Madagascar and appointed an owners engineer for the project. On 21 November 2017, Bushveld Energy announced, together with its partners, the deployment of its first vanadium redox flow battery in South Africa. The system will be deployed with Eskom, the South African national power utility. On 23 November 2017, Lemur Holdings reported that it had signed a binding power purchase agreement wtih the Madagascar state-owned utility Jiro sy Rano Malagasy (JIRAMA). A power purchase agreement with a national utility is a pre-requisite for the development of an independent power project. Since 30 June 2017, Vametco reported a strong third quarter performance, supported by rising Vanadium prices which traded at an average US$39.4/Kg. These prices were 46.1 per cent. higher than achieved in previous quarter. Revenue was 29.0 per cent. higher at ZAR 744.3m and EBITDA was 69.3 per cent higher at 90. ZAR in the third quarter compared the previous quarter. Prices have remained at these levels in the current quarter and trading remains buoyant. 11 Admission to AIM, Dealings and CREST Application will be made to the London Stock Exchange for the Enlarged Issued Share Capital to be admitted to trading on AIM. It is expected that Admission will take place, and dealings in the Enlarged Issued Share Capital on AIM will commence, on 21 December 2017. CREST is a paperless settlement procedure enabling securities to be evidenced otherwise than by a certificate and transferred otherwise than by a written instrument in accordance with the CREST Regulations. The Articles permit the holding and transfer of Ordinary Shares to be evidenced in uncertificated form in accordance with the CREST Regulations. The Existing Ordinary Shares can already be transferred by means of the CREST system. 12 Lock-in and orderly market arrangements In compliance with the AIM Rules for Companies, the Directors have, pursuant to the Lock In Agreements, agreed not to, and to procure that their respective related parties will not, dispose of any interests in Ordinary Shares held by them (if any), as defined in the AIM Rules for Companies, for 12 months following Admission and for the following 12 month period (“ Orderly Market Period ”), not to, and to procure that their related parties will not, dispose of any interest in Ordinary Shares held by them (if any) unless such disposals are effected through the Company’s broker or in the agreed manner so as to ensure an orderly market in the Ordinary Shares. Pursuant to the Seller OMA, Yellow Dragon has agreed to enter into an orderly market agreement for a period of 12 months from Admission in respect of all the Ordinary Shares held by it on Admission (including the Consideration Shares). The restrictions on the disposal of Ordinary Shares contained in the Lock In Agreements and the Seller OMA In do not apply in certain circumstances. Further details of the Lock In Agreements and the Seller OMA can be found in paragraph 9.9 of Part VIII of this document. 13 Corporate governance The Directors recognise the importance of sound corporate governance. The Board intends to continue, following Admission, so far as is practicable for a company of its size, to follow the QCA Corporate Governance Guidelines for AIM companies. The Board will continue to meet regularly and is responsible for formulating, reviewing and approving the Group’s strategy, budgets, performance, major capital expenditure and corporate actions. On Admission, the Company will have in place an audit committee and a remuneration committee with formally delegated rules and responsibilities. 38

253. J3727 Bushveld Minerals Ltd_Vametco CPR Update_RSA Page: 80 16.1.7 Sensitivity Analysis The sensitivity chart, Figure 16-1 below, shows the real NPV @ 10 % variation for the Base Case due to changes in revenue, capital and operating costs, holding all other inputs constant. The Project is most sensitive to the vanadium prices and more sensitive to Opex than Capex. Figure 16-1 NPV @ 10 % (Real) Sensitivity Analysis Figure 16-2 Annual Cash Flow (Real) 253

325. _____________________________________________________________________________________________________________________________ J2518: CPR and updated MRE for the Mokopane Fe-V-Ti Project Page: 10 October 2017 4.7 Environmental Liabilities The authors are not qualified to provide comment on environmental issues associated with the Mokopane Project. No guarantee, be it express or implied, is made by MSA with respect to the completeness or accuracy of the environmental aspects of this document. MSA does not undertake or accept any responsibility or liability in any way whatsoever to any person or entity in respect of this part of this document, or any errors in or omissions from it, whether arising from negligence or any other basis in law whatsoever An Environmental Management Plan (EMP) was submitted in 2004 by the then Prospecting Rights holder, Izingwe, and approved by the DMR with respect to the farms Vriesland 781LR, Vliegekraal 783LR and Vogelstruisfontein 765LR. The original EMP was submitted by Pamish and approved by the DMR as part of the PR renewal application. The farms Schoonoord 786LR and Bellevue 808LR were incorporated in February 2014 into 95PR and the submitted EMP was approved by the DMR. An EMP pertaining to the farm Malokong 784LR (438PR) was submitted by AMM and approved by the DMR in 2005. The exploration activities on 438PR are currently compliant with the approved EMP, which does not need to be amended at this stage. MSA is not aware of any existing environmental liabilities on the two PR areas. A financial provision for rehabilitation of ZAR 3,000 for 95PR and ZAR 10,000 for 438PR has been paid to the DMR in February 2005 and June 2007 respectively. An environmental compliance report for 95PR was submitted to the DMR in August 2010 and a compliance audit was conducted by the DMR in October 2010. Additional site inspections were carried out in November 2011 and in early 2013. No areas of non-compliance were identified in the approved EMP. The DMR carried out site inspections on 438PR in November 2010 and January 2014. No environmental compliance issues were identified by the DMR. At that stage AMM’s exploration programme consisted exclusively of data review and desk-top studies and no invasive field activities had been conducted. An Integrated Environmental Management (“IEM”) authorisation was granted for the planned mining activities on 95PR by the DMR on 13 September 2016. This authorisation details the environmental requirements set out in the EMP for future mining. A Mine Works Program (“MWP”) and Social and Labour Plan (“SLP”) were submitted by BML on 13 March 2015 as part of the Mining Rights application and are expected to be approved by the DMR together with the Mining Rights. BML has engaged a mine closure specialist who estimated the total environmental rehabilitation cost to be ZAR 154,840,434 and the DMR has requested an upfront amount of ZAR 77,420,217 as part of the pending execution of Mining Rights. The payment will be secured in form of a financial guarantee from an insurer which BML plans to finalise after a community trust structure has been set up. The latter is a DMR requirement for the granting of Mining Rights. 325

332. _____________________________________________________________________________________________________________________________ J2518: CPR and updated MRE for the Mokopane Fe-V-Ti Project Page: 17 October 2017 The Project Area is underlain by the uppermost portion of the MZ and the entire UZ. The UZ is approximately 1,250 m thick and dips gently at 15° to 25° to the west. The UZ is characterised by the pervasive occurrence of vanadiferous titano-magnetite (“VTM”) present in disseminated form in highly variable amounts (1% to >20%) and as semi-massive and massive layers (>90%) of variable thicknesses. Figure 7-2 Geological map of the Northern Limb showing the Project Area (MSA, 2015) 332

480. JORC Competent Person’s Report and Mineral Resource Estimate for the Imaloto Coal Deposit in Madagascar View towards Benenitra across the Imaloto River Prepared for Bushveld Minerals Limited and SP Angel Corporate Finance LLP Location: Imaloto, North-east of Beninitra, in Madagascar. Qualified Person: Johan Erasmus (B.Sc. (Hons), Pr. Sci. Nat. 400052/96) Sumsare Consulting Limited 23 Nov 2017 480

486. Competent Person’s Report – Imaloto Coalfield – Bushveld Minerals Limited – 23 Oct 2017 5 Figure 3: Resource Blocks for the Imaloto Coal Project. 486

496. Competent Person’s Report – Imaloto Coalfield – Bushveld Minerals Limited – 23 Oct 2017 15 Figure 5: Borehole Collar Positions for the Exploration Programme as completed by CMM. 496

531. Imaloto Coal Project Page 10 of 23 Telephone: + 61 (0)8 9481 1198 www.lemurresources.com Suite 1, Ground Floor, 83 Havelock Street Facsimile: + 61 (0)8 9486 1258 ABN 147 241 361 West Perth WA 6005 E-mail: info@lemurresources.com ASX Code: LMR Australia Figure 1: Borehole Collar Positions for the Exploration Programme as completed by CMM. 531

532. Imaloto Coal Project Page 11 of 23 Telephone: + 61 (0)8 9481 1198 www.lemurresources.com Suite 1, Ground Floor, 83 Havelock Street Facsimile: + 61 (0)8 9486 1258 ABN 147 241 361 West Perth WA 6005 E-mail: info@lemurresources.com ASX Code: LMR Australia Figure 2: A summary of all the borehole collar and depth data. 532

63. Employment Equity The board and executive/top management of a holder must be composed of a minimum of 50 per cent. Black persons with exercisable voting rights, 25 per cent. of which must be female. The senior management of a holder must be composed of a minimum of 60 per cent. Black persons, of which 30 per cent. must be female. The middle management of a holder must be composed of a minimum of 75 per cent. Black persons, of which 38 per cent. must be female. The junior management of a holder must be composed of a minimum of 88 per cent. Black persons, of which 44 per cent. must be female. A minimum of 3 per cent. of the holder’s employees must constitute employees with disabilities, reflective of national and/or provincial demographics. Core and critical skill positions (high-level technical skills across all organisational levels within both production and operational parts of the holder’s value chain) must be 60 per cent. held by Black persons. NEMA NEMA is the overarching legislation giving effect to the environmental right protected in section 24 of the RSA Constitution, and which provides the underlying framework and principles underpinning the coordinated and integrated management of environmental activities. In terms of NEMA, an environmental authorisations is required in order to commence a listed activity. These activities are currently listed in GNR 983-985 of 8 December, 2014 (“ NEMA Listed Activities ”). The commencement of a NEMA Listed Activity without an environmental authorisation may be rectified via a section 24G application under NEMA for authorisation, however, such application will be subject to payment of an administrative penalty. Depending on the anticipated severity of the impact of undertaking a NEMA Listed Activity, the application process will require either a basic assessment report (“ BAR ”) or a scoping and environmental impact assessment report (“ S&EIR ”) to be prepared as part of the application for an environmental authorisation. An activity requiring a mining right is considered to have a more severe environmental impact and requires an S&EIR prior to commencement. This listed activity was previously listed in the listing notices published prior to 2014, however it was never brought into effect. As a result there was legal debate about the applicability of NEMA Listed Activities to mining and related activities and whether activities which were incidental to mining triggered other related NEMA Listed Activities. Previously the approval of an Environmental Management Programme (“ EMPr ”) served a relatively similar function under the MPRDA. Clarity has since been brought about by virtue of a number of amendments to NEMA and the MPRDA, as well as the NEMA Listed Activities and it is clear that as of 8 December, 2014, an environmental authorisations is required for the commencement of any activity which requires a mining right or the commencement of any activity which requires a prospecting right. The issue of an environmental authorisations is a condition prior to the grant of a prospecting or mining right. 63

318. _____________________________________________________________________________________________________________________________ J2518: CPR and updated MRE for the Mokopane Fe-V-Ti Project Page: 3 October 2017 Mineral Resource estimations have been carried out by MSA’s Mineral Resource consultants, either directly by Mr Jeremy Witley or by Mr Sifiso Siwela and Mr Anton Geldenhuys under the supervision of Mr Jeremy Witley. Mr Witley is a professional geologist with more than 25 years’ experience in base and precious metals exploration and mining as well as Mineral Resource evaluation and reporting. He is Principal Resource Consultant for MSA, is registered with SACNASP and is a Fellow of the GSSA. Mr Witley has the appropriate relevant qualifications, experience, competence and independence to be considered a “Competent Person” under the definitions provided in the 2012 Edition of the JORC Code. MSA is an exploration and Mineral Resource consulting and contracting firm, which has been providing services and advice to the international mineral industry and financial institutions since 1983. Neither MSA, nor the authors of this report, have or had previously any material interest in BML or in the mineral properties which are the subject of this CPR. Our relationship with BML is solely one of professional association between client and independent consultant. This report is prepared in return for professional fees based upon agreed commercial rates and the payment of these fees is in no way contingent on the results of this report. 3 RELIANCE ON OTHER EXPERTS Information and data for this CPR was sourced from: • Mr Peter Cheshire, Geological Consultant to BML during 2010 and 2011 • Geological and geotechnical staff employed by BML • Mr Jan Rabe, metallurgical advisor to BML • Dr Johan Nel metallurgical engineer for Hatch Goba, South Africa • South Africa’s national Mineral Research organization Mintek in Johannesburg • Exxaro Research and Development, South Africa • Council for Geosciences (CGS) in Pretoria, South Africa • Set Point Laboratories, Genalysis Laboratory and SGS Laboratory in South Africa Public domain information referenced in this report is listed in Section 19. MSA has not independently verified, nor is it qualified to verify, the legal status of the Mokopane Project Prospecting Rights. The present status of tenements listed in this report is based on information and copies of documents provided by BML, and the report has been prepared on the assumption that the tenements will prove lawfully accessible for evaluation. No warranty or guarantee, be it express or implied, is made by MSA with respect to the completeness or accuracy of the legal, license tenure or environmental aspects of this document. MSA does not undertake or accept any responsibility or liability in respect of these parts of this document, or any errors in or omissions from it, whether arising from negligence or any other basis in law whatsoever. MSA is satisfied that the geological and geochemical information supplied by BML for the individual mineralised layers or units is of sufficient quality to be used in the estimation of Mineral Resources. 318

440. _____________________________________________________________________________________________________________________________ J2518: CPR and updated MRE for the Mokopane Fe-V-Ti Project Page: 125 October 2017 The individual layers were manually coded into the de-surveyed drillhole data in Datamine. As a first pass, the STRAT field was used to define the contacts of the layers, following which V 2 O 5 grade transitions were used to further refine the AB Zone layers based on a 0.5% cut-off. The layers were numbered for modelling purposes (in the CODE field in Leapfrog and Datamine) and correspond to the following stratigraphic nomenclature for the modelled layers: • Surface topography • Soil (CODE=0) • MML hanging wall (CODE=25) • MAG3 (CODE=30) • MML Parting (CODE=35) • MAG4 (CODE=40) • MML footwall (CODE=45) • AB Upper (CODE=50) • AB Parting (CODE=55) • AB Lower (CODE=60) • AB footwall (CODE=65) • Unknown (CODE=99) The coding was used within Leapfrog to geologically model conformable layers (from CODE=25 down to CODE=65), an unconformable “Unknown” unit (CODE=99), and a soil layer (CODE=0) (Figure 14-14). Figure 14-14 Section view (looking north) of modelled layers based on drillhole coding (MSA, 2015) 440

34. ● Studying possible locations within South Africa for the electrolyte production facility; ● Building a bankable financial model for the processing facility; ● Identifying potential South African and international partners to jointly develop and operate the facility In addition, optimal sites for a large-scale VRFB demonstration system of multiple megawatt hours are being developed in South Africa. Bushveld Energy’s management and advisory team combines technical expertise, business acumen and mineral beneficiation experience. 7.4 Tin The principal tin assets of the Group were the Mokopane Tin Project and the Zaaiplaat Tin Tailings Project, located in South Africa, and the Uis Tin Project in Namibia. In accordance with the Group’s strategy, the Company announced the Demerger of these assets into AfriTin, a Guernsey incorporated company specifically established for this purpose. AfriTin was admitted to AIM on 9 November 2017 and raised £3.5 million through an equity placing with a further £1.0 million raised from the AfriTin Notes, bringing the total raised to £4.5 million. The Demerger resulted in the Demerger Shares being issued to Bushveld Shareholders and the Bushveld Retained Interest Shares being issued to the Company. On AfriTin’s admission to trading on AIM, the Demerger Shares and the Bushveld Retained Interest Shares represented respectively 24.39 per cent. and 4.30 per cent. respectively of the issued share capital of AfriTin. In addition, upon AfriTin’s admission, the Company converted the AfriTin Notes held by it into 26,373,626 AfriTin Shares and subscribed for a further 12,820,512 AfriTin Shares, bringing its aggregate holding in AfriTin to 51,995,342 AfriTin Shares, representing 17.48 per cent. of the issued share capital of AfriTin on AfriTin Admission. 7.5 Coal & Power Through Lemur Holdings, the Group is developing an integrated thermal coal mining and IPP asset in Madagascar. The Company’s strategy for the development of the Imaloto coal project involves securing an independent power producer licence and a power purchase agreement for a thermal coal fired power station next to the coal mine, thereby providing a captive market for the Imaloto project run-of-mine coal. On 23 November 2017, Lemur Holdings reported that it had signed a binding power purchase agreement with the Madagascar state-owned utility Jiro sy Rano Malagasy (JIRAMA). A power purchase agreement with a national utility is a pre-requisite for the development of an independent power project. In addition, Lemur Holdings’ subsidiary, Imaloto Power Project Limited signed a Memorandum of Understanding with Sinohydro Corporation Limited, a subsidiary of Power China Limited in March 2017 for the development of a 45-60MW thermal coal power plant located on or around the Imaloto Coal Field in Madagascar. The MoU provides a sound framework for cooperation between Lemur Holdings and Power China, which is a global leader in the design, supply, construction, and maintenance of technology and services for the power sector, including thermal power plants, and has extensive experience investing in and developing large-scale power projects in Africa. It further provides for Power China funding the Bankable Feasibility Study for the power project, which will provide a comprehensive feasibility study report, which shall consider the commercial, legal, operating, social, environmental and technical factors affecting the facility and the 200kms, 132kV single circuit transmission line to run from Imaloto to Tulear, such that it could reasonably serve as the basis for a final investment decision to be made by both debt and equity providers to finance the power project on a limited recourse project finance basis. Since the signing of the MoU, Lemur Holdings has led a delegation to Madagascar intended, among other things, to help identify the optimal site for the power plant. Meanwhile, Lemur Holdings has also engaged the services of Advisian Advisory, as the owner’s engineer, to represent Lemur Holdings in the Group’s engagement with Sinohydro, Jirama (the Madagascar national power utility) and external funders for the project, to undertake several studies that form a part of the Bankable Feasibility Study for the power project and to ensure that all environmental studies are done to internationally accepted standards. The development of the Imaloto project, including the mine and the power plant, will see the region receiving new infrastructure and stable energy access. The design and location of the project are such that it would immediately increase the country’s power supply by 15 per cent. and be able to scale up to supply more power to new electricity users in the region in the longer term. 34

42. PART II RISK FACTORS AN INVESTMENT IN THE COMPANY IS SPECULATIVE AND INVOLVES A HIGH DEGREE OF RISK AND SHOULD ONLY BE MADE BY THOSE WITH THE NECESSARY EXPERTISE TO APPRAISE THE INVESTMENT. Mineral exploration and development is a speculative activity that involves a high degree of financial risk. Prospective investors should carefully consider all the information in this document including the risks described below. The risks and uncertainties described below are the material risk factors facing the Group which are currently known to the Directors and should be read in conjunction with the other information contained in this document. Additional risks and uncertainties not presently known or currently deemed immaterial may also have a material adverse effect on the Company’s business, results of operations or financial condition. If any or a combination of the following risks materialise, the Company’s business, financial condition, operational performance and share price could be materially and adversely affected to the detriment of the Company and its Shareholders. No inference ought to be drawn as to the order in which the following risk factors are presented as to their relative importance or potential effect. The risks are not presented in any order of priority. No representation is or can be made as to the future performance of the Company and there can be no assurance that the Company will achieve its objectives. 1. Risks Relating to the Group and its business Significance of the Vametco Mine The Group’s profitability and cashflow in the near term will depend to a significant extent on the Vametco Mine located in the Bushveld Complex of the Limpopo District of the Republic of South Africa. The Group is currently dependent upon the Vametco Mine for future revenue and profits as it currently produces all of the Group’s products for sale. Planned production of Vanadium may not be achieved, or may be achieved at lower levels than envisaged, as a result of unforeseen operational problems, machinery malfunction or other disruptions resulting in reduced, or in extremis, no production at site. Further operating costs may increase in the future resulting in reduced operating profitability or losses. There is no assurance the Group will be able to continue to operate the mine profitability which would materially adversely affect the Company’s financial condition and prospects. Exploration and development risks Mineral exploration and development involves a high degree of risk. Few properties which are explored are ultimately developed into producing mines. Success in exploration and increasing mineral resources is the result of a number of factors, including the level of geological and technical expertise, the quality of land available for exploration, the quality of management, the availability of capital, the market price for the commodity being sought and various other factors. If mineralisation is discovered, it may take several years of drilling and development until production is possible, during which time the economic feasibility of a project may change. The economics of developing mineral properties are affected by many factors including the cost of operations, variations of the grade of ore mined, processing and benefication, fluctuations in the price of minerals produced, fluctuations in exchange rates, costs of development, infrastructure and processing equipment and such other factors as government regulations, including regulations relating to royalties, allowable production, importing and exporting of minerals and environmental protection. As a result of these uncertainties, there can be no assurance that mineral exploration and development of the Group’s exploration projects will result in profitable commercial operations. Title Risk On Admission, the Group’s principal mining projects are the Vametco vanadium mine, the Mokopane Vanadium Project, the Brits Vanadium Project and the Imaloto Coal and Power Project. Any adverse development affecting the exploration rights and licences of these projects could have a material and adverse 42

43. effect on the Group and could materially affect its future financial performance, profitability, cash position and future production and operations. While the Group has attempted to diligently investigate the title to, and rights and interests in the concessions held by the Group and, to the best of its knowledge, such title and interest are in good standing, this should not be construed as a guarantee of the same. Any exploration rights and licences may be subject to undetected defects, or disputes with the government issuing the licence. If a defect does exist it is possible that the Group may lose all or part of its interest in those of the concessions to which the defect relates. Section 11 consent required Whilst Lemur Resources Limited has conditionally agreed to acquire an interest in three Companies, all incorporated in South Africa, Great 1 Line Invest (Pty) Limited, Gemsbok Magnetite (Pty) Limited and Caber Trade & Invest (Pty) Limited, and has agreed that these interests will be transferred to Bushveld Resources, this is dependent on Section 11 approval under MPRDA being granted. In the event that consent has not been ranted within 4 years from the date of the agreement to acquire the interest (being 3 November 2015) then the agreement shall lapse (unless the parties agree to extend the time for the condition to be satisfied). Whilst the Company does not anticipate any issues, there is no guarantee that this consent will be forthcoming in the short term, or even at all. In addition, the HDSA shareholders in Gemsbok Magnetite (Pty) Limited have exercised tag along rights and also agreed to sell their shares in this company, meaning that a new HDSA partner is required to hold 26 per cent. Jaxson 650 (Pty) Limited has agreed in principle to do this but that transfer is not yet complete and the Group may be in breach of HDSA requirements should the transfer not be finalised. Licence application by Caber Trade & Invest 1 (Proprietary) Limited (“Caber Trade”) in respect of vanadium and iron over the farm Syferfontein 430 JQ and Portion 2 of the farm Uitvalgrond 431 JQ The above application by has been delayed due to a dispute arising with representatives of the community following the failure by a community entity representative to carry out his obligations to transfer the related prospecting rights to Caber Trade in accordance with the terms of an acquisition agreement. There is no clarity as to whether representative concerned is entitled to represent the community, and until this is clarified, the application cannot proceed. The Company cannot guarantee that the dispute will be resolved and the application granted in the short term or at all. Dispute between Amaraka Investments 85 Limited (“Amaraka”) and Afro Multi Minerals Proprietary Limited (“AMM”) AMM is the holder of a prospecting right (DMR Ref: LP 30/5/1/1/2/438PR) granted in terms of section 17(1) of the MPRDA in respect of PGMs including (but not limited to) gold, cobalt, copper, nickel, iron ore, vanadium, plutonium, phosphate and all minerals that may be found to be intimately associated with the latter over the farm Malokong 784 LR in the Limpopo province. This prospecting right was executed and commenced on 7 March 2007 and was in force for a period of 4 years ending on 6 March 2011. AMM submitted an application to renew the prospecting right on 3 March 2011. It has been agreed that AMM will transfer its rights in the prospecting licence to Amaraka, a 68.5 per cent. subsidiary of Bushveld Resources which is currently in dispute and has been the subject of legal proceedings (now withdrawn) instituted by AMM. The parties are making efforts to resolve the dispute without further recourse to litigation, but pending such resolution, Bushveld Resources is unable to take advantage of any shareholder agreement in Amaraka, and in addition there can be no guarantee that these efforts will be successful, or if they are, what the terms of settlement will be. In the interim, the renewal and transfer of the prospecting licence will be put on hold. Commodity prices The future profitability and viability of the Group’s operations will be dependent upon the market price of the projects and products, in particular vanadium, able to be sold by the Group. Mineral prices fluctuate widely and are affected by numerous factors beyond the control of the Company. General economic factors as well as the world supply of mineral commodities, the stability of exchange rates and political developments can all cause significant fluctuations in prices. The price of mineral commodities has fluctuated widely in recent years and future price declines could cause commercial production to be impracticable, thereby having a material adverse effect on the Group’s business, financial condition and results of operations. In particular, the Chinese market has been a key driver of global materials demand and pricing over the past decade. A slowing in China’s economic growth resulting in Chinese vanadium producers increasing their 43

46. flooding, rock bursts, periodic interruptions due to inclement or hazardous weather conditions and other acts of God or unfavourable operating conditions and losses. Should any of these risks and hazards affect the Group’s exploration, development or mining activities, it may cause the cost of production to increase to a point where it would no longer be economic to produce mineral resources from the Group’s properties, require the Group to write-down the carrying value of one or more mineral projects, cause delays or a stoppage of mining and processing, result in the destruction of mineral properties or processing facilities, cause death or personal injury and related legal liability; any and all of which may have a material adverse effect on the Company. It is not always possible to fully insure against such risks as a result of high premiums or other reasons (including those in respect of past mining activities for which the Company was not responsible). Should such liabilities arise, they could reduce or eliminate any future profitability, result in increasing costs or the loss of its assets and a decline in the value of the Ordinary Shares. Competition The mineral industry is competitive in all of its phases. The Group’s prospects will depend not only on its ability to develop the properties on which it currently has exploration and production rights, but also on its ability to select and acquire exploration and development rights on suitable mineral properties which produce or are capable of producing. The Group faces strong competition from other mining companies in connection with the acquisition of such mineral properties, as well as for the recruitment and retention of qualified employees. Larger companies, in particular, may have access to greater financial resources, operational experience and technical capabilities than the Group which may give them a competitive advantage. There is no assurance that the Group will continue to be able to compete successfully in acquiring exploration and development rights on such properties or to recruit and retain key staff in the face of such competition. BEE Partnership Broad Based Black Economic Empowerment (“ BBBEE ”) is a core tenet of the South African Government’s initiative to address the economic exclusion of previously disadvantaged South Africans by encouraging the redistribution of wealth and opportunities to such persons. As part of this initiative, the BBBEE Act of 2003, which became effective in April 2004, aims to facilitate BBBEE by: promoting economic transformation to 34 allow meaningful participation by black people in the economy; changing the racial composition of ownership and management structures in enterprises; promoting investment programmes that lead to BBBEE; enabling access to economic activities, infrastructure and skills for black women and rural and local communities; increasing the extent to which workers, communities and co-operatives own and manage enterprises; and promoting access to finance for black economic empowerment. The Codes of Good Practice (the “ Codes ”), issued by the Department of Trade and Industry, cover concepts such as the measurement of ownership and management control, preferential procurement, employment equity, skills development, enterprise development and socio economic development. The Codes intend to encourage both public and private enterprises, through the issuing of licenses (e.g. water, emissions and waste licenses), concessions, sale of assets and preferential procurement, to implement appropriate BBBEE initiatives. As the BBBEE Act of 2003, the Codes and other policy measures designed to implement the goals of BBBEE are subject to multiple interpretations by multiple branches of the South African Government, there can be no assurance that Group’s South African operations will be viewed by the executive or judicial branches of the South African Government as remaining in compliance with the requirements established by the Codes. Any future non-compliance or accusation of noncompliance could result in the imposition of administrative sanctions, which could materially and adversely affect the Group’s South African business, results of operations and future prospects. The minority interests in each of the Vametco Vanadium Project, the Mokopane Vanadium Project and the Brits Vanadium Project are held by BEE Partners. These minority interests must continue to be held by BEE Partners in accordance with BEE, which is implemented by the terms of the prospecting rights. There can be no guarantee that the BEE Partners will retain their BEE status, in which case the Group would be obliged to find alternative BEE investors and agree a transfer of the existing interest of the relevant BEE Partner. Under South African mining regulatory framework it is a requirement that a minimum of 25 per cent. of the shares in companies holding interests in mining rights in South Africa is held by HDSA, which is not so in the case of all of the Group companies holding interests in South Africa, and specifically not the case for Bushveld Vametco, of which 76 per cent. is held by Strategic Minerals Corporation and 24 per cent. by 46

72. NOTES TO THE CONSOLIDATED HISTORICAL FINANCIAL INFORMATION For the three years ended 31 December 2016 1. Corporate information and principal activities Strategic Minerals Corporation (“SMC”), a company incorporated under the laws of Connecticut, USA, owns a 75 per cent. controlling equity interest in Vametco Holdings (Proprietary) Limited, which is the ultimate holding company of Vametco Alloys (Proprietary) Limited (“Vametco Alloys”) (together the “SMC Group”). Vametco Alloys is principally involved in the mining, processing and distribution of Vanadium products from its operations in Brits, South Africa. As at 31 December 2016, the SMC Group comprised: Equity holding and Country of Company voting rights incorporation Nature of activities Strategic Minerals N/A USA Ultimate holding company Corporation Vametco Holdings 75% South Africa Holding company (Proprietary) Limited Vametco Alloys 100% South Africa Mining, processing and (Proprietary) Limited distribution of vanadium products Vametco Properties 100% South Africa Property holding company (Proprietary) Limited Vametco Holdings (Proprietary) Limited directly holds 100 per cent. of the issued share capital of Vametco Alloys Proprietary Limited and indirectly holds 100 per cent. of Vametco Properties Proprietary Limited. This historical financial information (“Historical Financial Information”) is presented in Pound Sterling (£) being the presentational currency of Bushveld Minerals Limited. 2. Adoption of new and revised standards Accounting standards adopted during the year New standards, amendments to published standards and interpretations to existing standards effective in 2016, with their dates of adoption adopted by the SMC Group and brief description: Annual Improvements to IFRSs 1 January 2017 & The improvements in this Amendment clarify 2014–2016 Cycle* 1 January 2018 the requirements of IFRSs and eliminate inconsistencies within and between Standards, including clarification of the scope of IFRS 12. Amendments to IAS 12: 1 January 2017 Clarifies deferred tax on unrealised losses Recognition of Deferred Tax generated by debt instruments carried at fair Assets for Unrealised Losses* value. Amendments to IAS 7: 1 January 2017 The amendments clarify and improve Disclosure Initiative* information provided to users of financial statements about changes in liabilities arising from financing activities. * not yet endorsed by the EU Following the adoption of these standards there has been no change to the SMC Group accounting policies and there has been no material impact on the financial statements of the SMC Group. 72

67. It is our responsibility to form an opinion on the historical financial information and to report our opinion to you. Basis of opinion We conducted our work in accordance with Standards for Investment Reporting issued by the Financial Reporting Council in the United Kingdom. Our work included an assessment of evidence relevant to the amounts and disclosures in the consolidated historical financial information. It also included an assessment of significant estimates and judgments made by those responsible for the preparation of the consolidated financial information and whether the accounting policies are appropriate to the entity's circumstances, consistently applied and adequately disclosed. We planned and performed our work so as to obtain all the information and explanations we considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the consolidated historical financial information is free from material misstatement whether caused by fraud or other irregularity or error. Our work has not been carried out in accordance with auditing or other standards and practices general accepted in any jurisdiction other than the United Kingdom and accordingly should not be relied upon as if it has been carried out in accordance with those other standards and practices. Opinion In our opinion, the historical financial information gives, for the purposes of the Admission Document, a true and fair view of the state of affairs of the SMC Group as at the dates stated and of its results, cash flows and changes in equity for the periods then ended in accordance with International Financial Reporting Standards as adopted by the European Union. Declaration For the purposes of part (a) of Schedule Two to the AIM Rules for Companies we are responsible for this report as part of the Admission Document and declare that we have taken all reasonable care to ensure that the information contained in this report is, to the best of our knowledge, in accordance with the facts and contains no omission likely to affect its import. This declaration is included in the Admission Document in compliance with item 1.2 of Annex I and item 1.2 of Annex III of Appendix 3.1.1 of the Prospectus Rules as applied by part (a) of Schedule Two to the AIM Rules for Companies. Yours faithfully RSM Corporate Finance LLP Regulated by the Institute of Chartered Accountants in England and Wales RSM Corporate Finance LLP is a limited liability partnership registered in England and Wales, registered no. OC325347. A list of the names of members is open to inspection at the registered office 25 Farringdon Street London EC4A 4AB. 67

187. J3727 Bushveld Minerals Ltd_Vametco CPR Update_RSA Page: 14 Figure 4-1 History of Vametco Ownership Structure Source : VBKOM (2016) 187

330. _____________________________________________________________________________________________________________________________ J2518: CPR and updated MRE for the Mokopane Fe-V-Ti Project Page: 15 October 2017 No Mineral Resource Estimates had been carried out for the Project Area prior to those conducted by MSA. Figure 6-1 Correlation of VTM layers between drillhole BV-1 and surface mapping (Van der Merwe, 1978) Note: The P-Q Layers do not generally outcrop and are therefore difficult to identify during field mapping Upper Zone (UZ) – Main Zone (MZ) boundary shown with a green line AB Zone 330

373. _____________________________________________________________________________________________________________________________ J2518: CPR and updated MRE for the Mokopane Fe-V-Ti Project Page: 58 October 2017 Fe 2 O 3, V 2 O 5 and P 2 O 5 are plotted in control charts. Based on a background value of 1% Fe 2 O 3 and a warning limit of 5% Fe 2 O 3 , all 115 river sand blanks, all 67 AMIS0108 and all 53 AMIS0305 (warning limit of 0.35% Fe 2 O 3 ) blanks pass the tests (Figure 11-8). V 2 O 5 has background values of approximately 0.01% (river sand and AMIS108) and 0.016% (AMIS0305) and a warning limit of 0.05% and 0.08% V 2 O 5 , respectively. Figure 11-10 shows that all but two samples reported below the warning limits for P 2 O 5 which is set at 0.05% for river sand and AMIS0105 and 0.08% for AMIS0305, respectively. Figure 11-8 Control Chart for River sand, AMIS0108 and AMIS0305 Blank Samples for Fe 2 O 3 (MSA, 2015) 373

381. _____________________________________________________________________________________________________________________________ J2518: CPR and updated MRE for the Mokopane Fe-V-Ti Project Page: 66 October 2017 A total of 200 samples, excluding CRMs and blanks, were analysed by Genalysis (2010-2011) and SGS (2012-2014) by XRF and the SG for each sample was determined by gas pycnometry. The results between the primary and umpire laboratories agree closely for Fe 2 O 3 (coefficient of correlation, with R 2 of 0.976) for TiO 2 (R 2 of 0.983), for V 2 O 5 (R 2 of 0.982), for P 2 O 5 (R 2 of 0.999) and SG (R 2 of 0.998) and are shown in Figure 11-23 to Figure 11-27. The majority of the results lie within ±10% of a 1:1 line. Suspect results for seven sample pairs were excluded from the scatter plots because it was not possible to establish whether the sample material was swapped by BML or by the primary or umpire laboratories. Results reported in 2011 by the umpire lab (Genalysis) for a batch of 151 samples were rejected by MSA due to apparent sample switches during the preparation of fusion disks. The entire batch was re-analysed on newly prepared fusion disks and the revised results are included in Figure 11-23 to Figure 11-27. TiO 2 shows two opposing trends (Figure 11-24): the sample pairs from 2010 and 2011 display a systematic negative bias (under-reporting and below the 1:1 line) by the umpire lab (Genalysis) while the 2012 sample pairs (SPL vs SGS) fall above the 1:1 line at concentrations between 0% and 14% TiO 2 . SPL confirmed in writing that the calibration setting on the XRF was changed in May 2012 which is most likely causing the discrepancies in TiO 2 concentration between SPL and SGS. Similar discrepancies for TiO 2 were observed in the field duplicates carried out by SPL. A noteworthy feature is the slight but systematic under-reporting by SPL compared to Genalysis for P 2 O 5 concentrations above 0.5% (Figure 11-26). A slight over-reporting by Genalysis was also observed for the higher grade internal standard Phos-1 (see 11.6.3) where P 2 O 5 analyses by Genalysis reported above the arithmetic mean compared to the other four laboratories. A total of 12 umpire pairs had considerable discrepancies in the SG values (all other elements were acceptable) and SPL was asked to repeat the SG measurements on the original pulp material. All 12 re-determined SG results were acceptable and no further action was required. The bias at high P 2 O 5 values and the scatter of V 2 O 5 and P 2 O 5 at low concentrations are not considered to be material and the results of the routine samples are acceptable for use in the MRE. Figure 11-23 Scatter Plot of 193 Inter-Laboratory Umpire Pairs for Fe 2 O 3 (MSA, 2015) 381

506. Competent Person’s Report – Imaloto Coalfield – Bushveld Minerals Limited – 23 Oct 2017 25 Geological Loss Geological loss is assigned on a sliding scale according to the level of confidence in the resource estimation. Essentially it is a measure of drilling density and reduced possible variability in seam geometry. The following geological losses were applied per resource category: - Measured Resource: 10 to 12 % geological loss - Indicated Resource: 15 % geological loss - Inferred Resource: 20% geological loss Figure 7: Resource Blocks for the Imaloto Coal Project. 506

481. `Table of Contents JORC Competent Person’s Report and Resource Statement for the Imaloto Coal Deposit in Madagascar Title Page Table of Contents 1: Summary..................................................................................................................... 1 2: Introduction................................................................................................................ . 9 3: Reliance on Other Experts......................................................................................... 10 4: Property Description and Location........................................................................... 11 5: Drilling.............................................................................................. ......... 13 6: Mineral Resource Estimate........................................................................................ 20 7: Interpretation and Conclusions................................................................................. 35 8: Recommendations...................................................................................................... 39 9: References.................................................................................................................. . 40 Appendix 1: Table 1 (JORC 2012) Appendix 2: List of Acronyms Appendix 3: Main Assumptions 481

20. 3.2 Legal Landowners and Mining Right The property where mining operations take place, is represented by two portions of farms. Portion 1 of the farm Krokodilkraal 426JQ and the rest of Portion 1 of Uitvalgrond farm 431JQ (Figure 2). Fig 2: Boundary lines of the Vametco Operations (bold) and other licences These farms are owned by Historically Disadvantaged South Africans and have been since 1912. Vametco Holdings had long-term lease agreements in place with the registered landowners and co-owners until the conversion of the old order mining right to the new order mining right was executed during April 2013. The parties are currently in negotiations to secure surface lease agreements which will be retrospectively implemented to April 2013. A new order mining right is held by Vametco Holdings for the vanadium operations. The converted mining right replaced the old order mining right held by Vametco Holdings which is 75 per cent. owned by SMC and 25 per cent. owned by two groups representing community based trusts and interests. The new mining right is valid for a period of 25 years with an expiry date of 23 April 2038. 3.3 Summary of Mineral Tenure Direct License Asset Holder Interest (1) Status Expiry date License Area Comments Vametco Vametco 100% Operating 23 April 2038 1549 Ha NW 30/5/1/2/2/08 MR Holdings (1) (1) Bushveld Minerals has a 26.595 per cent. net attributable indirect interest in Vametco Holdings (Pty) Limited. On completio n of the proposed Acquisition, Bushveld Mineral’s net attributable indirect interest will increase to 59.1 per cent. Royalties are payable for the duration of the mining right, as per Section 25 (2) (g) of Mineral and Petroleum Resources Development Act, The Mineral and Petroleum Resources Royalty Act (2008) (Royalty Act) requires a royalty fee be paid to the National Revenue Fund in respect to the transfer of mineral resources extracted from within the Republic. According to Schedule 2 of the Royalty Act, vanadium > 1 per cent. V 2 O 5 equivalent and less than 2 per cent. calcium (CaO) and silica (SiO2) bearing gangue minerals is classified as an unrefined mineral resource. 3.4 Accessibility, Physiography, Climate, Local Resources and Infrastructure The operation is near urban developments of variable sizes. From the capital city of Pretoria, the N4 national road runs to the west past Madibeng. A provincial road splits off from the N4 and continues into Madibeng. The mine can be accessed by gravel road from Madibeng/Lethlabile or the road leading out of Mothutlung- Krokodilkraal, which passes the southwestern corner of the property. The roads are predominantly tarred and undergo regular maintenance. 20

29. for sales into Japan, China and Korea. Customer contracts were directly with Evraz who received a 5 per cent. Fee. Following the acquisition of the SMC Group by Bushveld Vametco, an agreement was entered into with Wogen to provide the sales and marketing services previously provided by Evraz. Sales in South Africa are made directly by the Vametco Group. 3.14 Development Strategy Vametco’s development strategy comprises three elements: (a) raising production capacity to increase sales; (b) diversification of its production base to enhance the product range and broaden client customer reach; (c) Downstream manufacturing development to maximise the beneficiation dividend. Capacity has recently been raised to 3,035 mtV per annum and two further phases of expansion will increase this to 3,750 mtV per annum and to over 5,000 mtV per annum. The latter is anticipated to be reached by the end of 2019. The Company is exploring ways to expand its product portfolio to include other vanadium products in addition to Nitrovan ® . Finally, the Company intends to leverage its integrated platform for development of downstream operations by manufacturing value added vanadium products 3.15 Net Present Value MSA has undertaken a discounted cash flow (DCF) analysis/valuation of Vametco. The valuation is based upon a LOM of 50 years, which includes the Indicated and Inferred Mineral Resources, and extends beyond the current converted mining right (which is valid until 2038). Furthermore, consistent with the development strategy, production is increased over a three year period to achieve consistent output of 4,920 mtV per annum from 2020 onwards. The long-term FeV price is set at US$30/kg. On the basis of a 10 per cent. real discount rate, Vametco has a NPV of US$211 million. 4 Overview of the Vanadium Market The vanadium market is characterised by a robust and growing demand profile and a constrained and concentrated supply. Vanadium supply has seen significant reductions in the past 24 months resulting in a significant structural deficit projected to continue for the foreseeable future. This structural deficit has resulted in vanadium prices increasing from a low of US$13.55/kgV in January 2016 to US$23.60/kgV in December 2016. The price improvement has been maintained in 2017, with prices as of the end of October at US$34.13/kgV. of the average market price (Metal Bulletin mid) for 2016 was US$17.30/kgV, which rose to an average market price of US$27.53/kgV for the first 9 months of 2017. On the demand front, approximately 90 per cent. of usage is in the steel industry, where growing intensity of use is anticipated, driven primarily by greater enforcement of construction standards in China, requiring higher vanadium-bearing rebar. Growth is also forecast in non-ferrous alloys (consuming 4.5 per cent. of vanadium output) and the chemical industry (consuming 3.5 per cent.). Looking ahead, the most significant driver of vanadium demand is expected to come from the energy storage sector. Industry estimates envisage vanadium flow batteries’ share of vanadium consumption growing from approximately 1 per cent. in 2014, to 3 per cent. in 2016 and potentially up to approximately 20 per cent. by 2030. Vanadium supply, on the other hand, is significantly constrained. The closure of the Evraz Highveld steel and vanadium plant and subsequent provisional liquidation of the Mapochs mine, as well as the suspension of operations at Vanchem in 2016, removed more than 10 per cent. of vanadium supply from the market and left the Vametco mine and Glencore’s Rhovan operation as the only South African producers of vanadium, significantly contributing to the current global strain in vanadium feedstock. China is the largest producer of vanadium in the world. The bulk of the supply feedstock in China comes from steel plants that process low-grade vanadium-bearing magnetite ores to produce steel and a vanadium slag which is then further processed through a process similar to the primary production processes (salt roast and leach operations). This source of vanadium is significantly constrained due to: ● High input costs as a result of mining and processing low-grade captive ores, relative to the higher- quality and low-cost seaborne haematite ores; 29

55. be available when needed or, if available, the terms of the financing might not be favourable to the Group and might involve substantial dilution to Shareholders. If additional funds are raised through the issuance of new equity or equity-linked securities of the Company other than on a pro rata basis to existing Shareholders, the percentage ownership of the Shareholders may be significantly reduced, Shareholders may experience subsequent dilution and/or such securities may have preferred rights, options and pre-emption rights senior to the Ordinary Shares. The Directors intend that the Company should be able to issue new Ordinary Shares as consideration for further acquisitions and/or raise additional working capital for the Company as required. Insofar as such new Ordinary Shares are not offered first to existing Shareholders, then their interests in the Company will be diluted. Warrants As detailed in paragraph 4 of Part VIII of this document, the Company has granted the Warrants to certain parties. The Company may, in the future, issue further warrants to subscribe for Ordinary Shares. The exercise of any such warrants would result in a dilution of the shareholdings of other investors. Forward looking statements Certain statements within this document, including those contained in Part I of this document, constitute forward looking statements. Such forward looking statements involve unknown risks, uncertainties and other factors which may cause the actual results, achievements or performance of the Group to be materially different from any future results, achievements or performance expressed or implied by such forward looking statements. Such risks and other factors include, but are not limited to, general economic and business conditions, changes in government regulation, currency fluctuations, the Group’s ability to develop their existing or new resources, competition, changes in development plans and the other risks described in this Part II. Given these uncertainties, prospective investors are cautioned not to place any undue reliance on such forward looking statements. There can be no assurance that the results and events contemplated by the forward looking statements contained in this document will, in fact, occur. These forward looking statements are correct only as at the date of this document. The Company will not undertake any obligation to release publicly any revisions to these forward looking statements to reflect events, circumstances or unanticipated events occurring after the date of this document except as required by law or by regulatory authority. The risks noted above do not necessarily comprise all those faced by the Company and are not intended to be presented in any assumed order of priority. There may be special risks if an investor holds Ordinary Shares in certain jurisdictions. At this time, the Company does not intend to make accommodations regarding its financial information to assist any holders with their tax obligations. The investment described in this document is speculative and may not be suitable for all recipients of this document. Potential investors are accordingly advised to consult a person authorised under the FSMA who specialises in advising in investments of this kind before making any investment decisions. A prospective investor should consider carefully whether an investment in the Company is suitable in the light of his personal circumstances and the financial resources available to him. 55

97. 2014 Net amounts owed to/ Marketing & (owed by) Sales Purchases commission Service fees at year end GBP GBP GBP GBP GBP EVRAZ Stratcor Inc. – – – – (3 180 927) Sojitz (3 947 981) – 59 220 – – EVRAZ Highveld Steel and Vanadium Limited (1 746 003) – – 90 250 (37 953) East Metals AG (12 064 448) – 236 574 26 159 (1 687 515) Remuneration of key management personnel (all in GBP) 2016 Salary, bonuses, performance Pension related Expense scheme Share payments allowance contributions options Total Key Management 480 524 – 74 731 – 555 255 2015 Salary, bonuses, performance Pension related Expense scheme Share payments allowance contributions options Total Key management 486 789 – 58 825 – 545 614 2014 Salary, bonuses, performance Pension related Expense scheme Share payments allowance contributions options Total Key management 453 885 3 926 60 135 517 946 97

235. J3727 Bushveld Minerals Ltd_Vametco CPR Update_RSA Page: 62 12 MARKET STUDIES AND CONTRACTS 12.1 Global Vanadium Market Overview Vanadium is a silvery-grey transition metal. The metal is not found in nature, but can be separated from about 65 minerals, including carnotite, roscoelite, vanadinite, mottramite and patronite. Secondary sources of vanadium include steelmaking slag, spent catalysts and oil and coal residues. Vanadium is also a by-product of uranium. According a recent report by the US Geological Survey, mine produced vanadium in 2016 totalled 76,600 t, down from 79,400 t in 2015. This drop in vanadium production is mostly attributed to economic growth in China being significantly lower than anticipated. Mine vanadium production in 2016 was mainly from four countries namely: China, South Africa, Russia and Brazil (Figure 12-1). Figure 12-1 2016 Vanadium Production (tonne) Per Country In terms of characteristics, vanadium has good structural strength and is ductile. It is harder than most metals and steels, corrosion resistant, and remains stable against alkalis, along with sulfuric and hydrochloric acids. It oxidizes at about 660 Ü& , becoming vanadium pentoxide, or V 2 O 5 . These qualities make vanadium useful for a variety of important applications, with the main one being alloys like ferrovanadium. Ferrovanadium is an alloy of iron and vanadium that is used in the production of steel and other alloys. Vanadium market demand is therefore directly related to steel demand. Vanadium is also used in Chemical and Titanium production. Figure 12-2 shows a proportional breakdown of vanadium consumption for 2016 per industry. Figure 12-3 shows worldwide vanadium consumption compared to steel production. 235

315. _____________________________________________________________________________________________________________________________ J2518: CPR and updated MRE for the Mokopane Fe-V-Ti Project Page: xxiv October 2017 Figure 14-6 Section Line -2641800N showing geoc hemical and stratigraphic profile (M SA, 20 14) .................................. ............................ ... 104 Figure 14-7 Isometric view of drillhole collars and Minera l Resources of MML (MSA , 2015) ..................................... ................................... .... 104 Figure 14-8 Wireframes relative to interpreted outcrop position of MML (MSA, 2015) ............................................ ........................................... 105 Figure 14-9 W-E section, showing the 15 surfaces representing 14 layers in the MML HW (M SA, 2014) ............................. ...................... ... 107 Figure 14-10 W-E section, 14 MML HW layers truncated by soil and at 120 m vertical depth (MSA, 2014) .......................... ....................... 107 Figure 14-11 Investigation into the use of the inverse distance estimator using Fe 2 O 3 grade (MSA, 2013 ) ................................... ........... .... 110 Figure 14-12 SG vs Fe 2 O 3 + TiO 2 scatterplot, n=451 (MSA, 2015) ............................................................................................................................... . 123 Figure 14-13 V 2 O 5 vs Fe 2 O 3 + TiO 2 scatterplot, n=451 (MSA, 2015) ............................................................................................... ........................... .. 124 Figure 14-14 Section view (looking north) of modelled layers based on drillhole coding (MSA, 2015) .. ................................................... ..... 125 Figure 14-15 AB Zone block model with the search volumes us ed for estimation, north to the left (M SA, 2015) ................... ................... 126 List of Appendices Appendix 1 : Glossary of technical terms Appendix 2 : Consent forms for the authors and MSA Appendix 3 : Certificate for Certified Reference Material (“CRM”) AMIS0129 and AMIS0346 315

347. _____________________________________________________________________________________________________________________________ J2518: CPR and updated MRE for the Mokopane Fe-V-Ti Project Page: 32 October 2017 The P and Q layers consist of high-grade VTM-rich intervals alternating with relatively narrow bands of gabbronorite with variable amounts of VTM (<10% to >50%). Individual VTM-rich and VTM-poor “sub-layers” within the P and Q Layers are difficult to correlate between drillholes, and their relative abundance determines the overall VTM abundance and hence the Fe, Ti and V contents of the P and Q layers. The complexity of the relationship between VTM-rich and VTM- poor “sub-layers” is illustrated in Figure 7-15 which shows that the internal contacts can be gradational or sharp. Figure 7-15 Close–up of VTM-rich and VTM-poor banding in the Q2 layer in VK2 (121.5 – 127.5 m) (BML, 2011) VTM-rich (up to 100% VTM) and VTM-poor (<20% VTM) bands vary in thickness from <1 cm to >50 cm. Core diameter is 4.8 c m The footwall and hanging wall sequence of the P-Q Layers consist of VTM-enriched gabbros and gabbronorites, which have visually estimated abundance of VTM ranging between 35% and 65%. Poorly mineralised intervals with less than 10% VTM occur sporadically within the footwall and hanging wall sequence but their apparent thickness is generally less than five metres. The interval between the N and O layers and the immediate hanging wall of the O layer is generally VTM-poor (Figure 7-16). Thin intervals (<50 cm) with semi-massive to massive VTM layers occur occasionally within 5 m to 10 m above and below the P-Q Layer but cannot be correlated between drillholes. 347

348. _____________________________________________________________________________________________________________________________ J2518: CPR and updated MRE for the Mokopane Fe-V-Ti Project Page: 33 October 2017 Despite mineralogical variations on a broader scale, BML has established a detailed stratigraphic section for the N-Q Zone which has been used for the logging of all drillholes drilled during 2012. The 10 holes drilled between 2010 and 2011 were re-logged in order to conform to the 2012 nomenclature. Individual layers are defined by their specific texture, mineralogy and Ti-magnetite abundance. A total of six distinct stratigraphic units are identified in the P-Q Zone and an additional four units in the footwall interval including the N and O layers (Figure 7-16). These 10 stratigraphic units (known as the N-Q Zone) have thicknesses that remain fairly constant along strike and down-dip and they are also identifiable in the BV-1 drillhole core. Collectively these layers determine the overall VTM abundance and hence the Fe content of the N-Q Zone. Seven of the ten stratigraphic units are well mineralised while the remaining three units are generally VTM- poor intervals. A summary of the stratigraphic codes, thicknesses and descriptions of the N-Q layers is shown in Table 7-3. Figure 7-16 Schematic representation of N-Q Zone (BML, 2012) 348

467. ______________________________________________________________________________________________________________________________ J2518: CPR and updated MRE for the Mokopane Fe-V-Ti Project Page: 152 October 2017 vanadium A chemical element with the symbol V and atomic number 23. It is a hard, silvery gray, ductile and malleable transition metal Waterberg Group The Waterberg Group consists of 2.0–1.8 Ga old clastic and minor pelitic sediments 467

485. Competent Person’s Report – Imaloto Coalfield – Bushveld Minerals Limited – 23 Oct 2017 4 The main emphasis of this exploration programme at the outset was to focus on the Main Seam, which, based on the drilling completed in 2009, is known to be of economic significance. The Main Seam Lower Split occurs on average 11.5 m below the Main Seam. The Surface Seam occurs on average 40 m above the Top Seam. These two seams are on average less than 30 cm in thickness and hence are not considered to be economically significant. Two important marker horizons that were used for the purpose of correlation and structural interpretation, are the small to medium sized pebble conglomerate that occur immediately above the Main Seam, and the mudstone and carbonaceous rocks that constitute the Top and Upper Seam package. The Phase 1 exploration programme commenced after the final granting of all the Mining and Prospecting Rights by the 11 th of February 2009. The initial planning of the first phase of exploration called for 36 boreholes spaced on a 1 km grid over the whole area underlain by Permian Age sediments. Drilling was managed in-house and the company’s drill r igs were manned by Indonesian operators. The subsequent 2 nd and 3 rd phases of exploration were again managed in-house and included the drilling of an additional 74 boreholes. Drilling started in August 2011, and was concluded at the end of August 2012. The 4 th and final phase was completed during December 2012, and included the drilling of 25 additional infill boreholes, as well as the drilling of 8 boreholes to confirm the structural aspects of the project. In addition, 15 boreholes were drilled to the east of the Imaloto River, into the shallow remnant of Karoo Age sediments. In order to facilitate the exploration CMM established a tented camp on the western bank of the Imaloto River. This property was equipped as an exploration base and all the field activity, logging of core and sampling of core was managed from this base camp. The estimated coal resource contained in 3 main horizons amounts to a gross tonnage in situ (GTIS) of 135.737 Million tons (Mt), of this 91.613 Mt is considered to be at a measured status with the balance of 31.497 Mt and 12.627 Mt at indicated and inferred levels of confidence respectively. Table 1 on page 7 contains a summary of the resource. This resource presents an opportunity to establish a mining operation. The drilling results from the programme indicates discrete fault bounded blocks that vary between 335 ha and 813 ha in size. These blocks have the potential to form economic underground business units. The block geometry is illustrated in Figure 3 below. 485

1. THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this document and the action you should take, you are recommended to seek your own advice immediately from a person who is duly authorised under the Financial Services and Markets Act 2000 (as amended) (“FSMA”) who specialises in advising on the acquisition of shares and other securities. Application will be made for the whole of the issued and to be issued ordinary share capital of Bushveld Minerals Limited to be admitted to trading on AIM. It is expected that Admission will become effective and that dealings in the Enlarged Issued Share Capital on AIM will commence on 21 December 2017. AIM is a market designed primarily for emerging or smaller companies to which a higher investment risk tends to be attached than to larger or more established companies. AIM securities are not admitted to the official list of the United Kingdom Listing Authority (“Official List”). A prospective investor should be aware of the risks of investing in such companies and should make the decision to invest only after careful consideration and, if appropriate, consultation with an independent financial adviser. Each AIM company is required pursuant to the AIM Rules for Companies to have a nominated adviser. The nominated adviser is required to make a declaration to the London Stock Exchange on Admission in the form set out in Schedule Two to the AIM Rules for Nominated Advisers. The London Stock Exchange has not itself examined or approved the contents of this document. The whole text of this document should be read. Your particular attention is drawn to the Risk Factors set out in Part II of this document. The whole of this document should be read in light of those risk factors. The rules of AIM are less demanding than those of the Official List. Neither the UK Listing Authority nor London Stock Exchange plc has examined or approved the contents of this document. It is emphasised that no application is being made for admission of the Ordinary Shares to the Official List. The Ordinary Shares are not dealt on any regulated market and no application has been or is being made for the Ordinary Shares to be admitted to any such exchange. This document, which comprises an admission document required by the AIM Rules for Companies has been drawn up in accordance with the AIM Rules for Companies. This document does not contain an offer of transferable securities to the public within the meaning of section 102B of the FSMA and does not constitute, and is not required to constitute a prospectus for the purposes of section 85(1) of the FSMA. BUSHVELD MINERALS LIMITED (Incorporated and registered in Guernsey with registered number 54506) PROPOSED ACQUISITION OF 55 PER CENT. OF THE ISSUED SHARE CAPITAL OF BUSHVELD VAMETCO ADMISSION OF THE ENLARGED ISSUED SHARE CAPITAL TO TRADING ON AIM AND NOTICE OF GENERAL MEETING Nominated Adviser and Broker SP Angel Corporate Finance LLP The Consideration Shares will, on issue, rank pari passu with the Ordinary Shares and will rank in full for all dividends and other distributions declared, paid or made after the issue in respect of Ordinary Shares. SP Angel Corporate Finance LLP is authorised and regulated in the United Kingdom by the FCA and is acting as Nominated Adviser and Broker for the purposes of the AIM Rules for Companies exclusively for the Company and no one else in connection with the matters described herein and will not be responsible to any other person for providing the protections afforded to customers of SP Angel Corporate Finance LLP, or for advising any other person on the contents of this document or any matter referred to herein. The responsibilities of SP Angel Corporate Finance LLP, as Nominated Adviser, are owed solely to the London Stock Exchange and are not owed to the Company or to any Director

22. 3.6 Ownership History Vametco Holdings, owned and operated by Union Carbide (USA), commenced Vanadium mining operations in 1967. Mining took place on the farms Krokodilkraal and Uitvalgrond Portion 1. The properties were leased from the legal landowners. The landowners are a group of HDSAs, who engaged in formal lease agreements with Vametco in 1988 for a period of 25 years. Union Carbide was acquired by SMC in 1986 and was renamed Vametco Minerals Corporation. Vametco Minerals Corporation was a fully owned American subsidiary of SMC until November 2006, when it was converted to a South African company under the name Vametco Holdings. Vametco Holdings is majority owned by SMC (75 per cent.) as well as two Business Venture Investment Groups: 15 per cent. by Business Venture Investments No. 973 and 10 per cent. by Business Venture Investments No. 833. These Groups represent a BEE Strategic Partner and co-owner interests. SMC was formerly a subsidiary of EVRAZ plc and in 2017 Bushveld Vametco purchased the 78.8 per cent. economic interest in SMC and renamed EVRAZ Vametco Holdings (Pty) Limited to Vametco Holdings. It is planned that the relative shareholding of SMC and Business Venture Investments No. 973 will be amended to 74 per cent. and 16 per cent., respectively, in order to increase the BEE shareholding in the Project to 26 per cent. in line with the MPRDA. Set out below is a chart showing the ownership history of Vametco from 1967 to the present day: Fig 4: Ownership history of Vametco Exploration activities took place from 1960 to 1982 by Union Carbide. Historical exploration activities are summarized in Figure 5 below. Fig 5: Summary of Exploration Activities Year Drilling Method No. of Holes Purpose Mid 1960s Diamond 9 Assess the vanadium magnetite potential 1970 Diamond 6 Follow-up drilling to the earlier drilling campaign 1975-1976 Diamond 16 Outline the vanadium magnetite deposit and Percussion 28 operational drilling for Open Pit Mining 1982 Diamond 16 Testing correlation between calcium and fracturing 2006 Diamond 6 Verify seam down-dip continuity of the magnetite rich layers Six diamond drillholes were drilled by Vametco in 2006 to verify seam down-dip continuity of the magnetite- rich layers. The data from cores recovered from this drilling campaign, in addition to records of historical drilling, were used for the Mineral Resource Estimate. 3.7 Mineral Resource Estimates The Mineral Resources presented herein have an effective date of 6 October 2017. The Mineral Resource estimate incorporates drilling data from holes completed by Union Carbide Exploration from the mid 1960’s until 1982 as well as from holes completed by Vametco in 2006. 22

74. 3. Significant accounting policies Going concern In preparing the Historical Financial Information, the Directors have considered the current financial position of the SMC Group and the likely future cash flows for the period to 12 months from the date of the Admission Document. In developing these forecasts the Directors have made assumptions based upon their view of the current and future economic conditions that will prevail over the forecast period. On the basis of the above projections, the Directors are confident that the SMC Group has sufficient working capital to honour all of its obligations to creditors as and when they fall due. Accordingly, the Directors continue to adopt the going concern basis in preparing the Historical Financial Information. Basis of preparation These financial statements have been prepared in accordance with International Financial Reporting Standards, International Accounting Standards and Interpretations (collectively “IFRS”) issued by the International Accounting Standards Board (“IASB”) as adopted by the European Union (“adopted IFRS”), and are in accordance with IFRS as issued by the IASB. The Historical Financial Information has been prepared under the historical cost basis. Historical cost is generally based on the fair value of the consideration given in exchange for the assets. The principal accounting policies are set out below and have been applied consistently throughout the three years. Basis of consolidation Subsidiaries Subsidiaries are all entities (including structured entities) over which the SMC Group has control. The SMC Group controls an entity when the SMC Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the SMC Group. They are deconsolidated from the date that control ceases. The SMC Group applies the acquisition method to account for business combinations. The consideration transferred for the acquisition of a subsidiary is the fair values of the assets transferred, the liabilities incurred to the former owners of the acquiree and the equity interests issued by the SMC Group. The consideration transferred includes the fair value of any asset or liability resulting from a contingent consideration arrangement. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. The SMC Group recognises any non-controlling interest in the acquiree on an acquisition-by-acquisition basis, either at fair value or at the non-controlling interest’s proportionate share of the recognised amounts of acquiree’s identifiable net assets. Acquisition-related costs are expensed as incurred. If the business combination is achieved in stages, the acquisition date carrying value of the acquirer’s previously held equity interest in the acquiree is re-measured to fair value at the acquisition date; any gains or losses arising from such re-measurement are recognised in profit or loss. Any contingent consideration to be transferred by the SMC Group is recognised at fair value at the acquisition date. Subsequent changes to the fair value of the contingent consideration that is deemed to be an asset or liability is recognised in accordance with IAS 39 either in profit or loss or as a change to other comprehensive income. Contingent consideration that is classified as equity is not re-measured, and its subsequent settlement is accounted for within equity. Inter-company transactions, balances and unrealised gains on transactions between SMC Group companies are eliminated. Unrealised losses are also eliminated. When necessary amounts reported by subsidiaries have been adjusted to conform with the SMC Group’s accounting policies. Non-controlling interests Non-controlling interests in subsidiaries are identified separately from the SMC Group’s equity therein. Those interests of non-controlling shareholders that present ownership interests entitling their holders to a 74

127. 2.6 Bushveld Resources has the following wholly owned subsidiaries: Country of Percentage Name Incorporation Interest Amaraka Investments No 85 (Pty) Limited South Africa 68.5 Frontier Platinum Resources (Pty) Limited South Africa 100 Pamish Investments No.39 (Pty) Limited South Africa 64 2.7 Bushveld Energy Limited has one wholly owned subsidiary, being Bushveld Energy Company (Pty) Ltd, a company registered in South Africa. 2.8 Bushveld Vametco holds 78.8 per cent. of Strategic Minerals Corporation, representing 75 per cent. of the voting rights. Strategic Minerals Corporation’s Issued share capital as at the date of this document is as follows: Class of Number Stockholder Common Stock of Shares Bushveld Vametco Class A 1 97,047.25 Bushveld Vametco Class B 2 75 Sojitz Noble Alloys Corporation Class B 2 25 Sojitz Noble Alloys Corporation Class C 3 26,167.75 1 Class A Common Stock is non-voting stock and carries no entitlement to any payments of dividends or other distributions from SMC unless at such time all dividends previously or then due (including any interest accrued thereon) have been paid to holders of Class C Common Stock. 2 Class B Common Stock has unlimited voting rights, but only carries entitlement to dividends or other distributions from the CMC upon dissolution of the CMC. 3 Class C Common Stock is non-voting stock and carries the entitlement to receive dividends and other distributions from the CMC on the same basis as holders of Class A Common Stock and to receive semi-annual fixed cumulative dividends payable in cash on 1 January and 1 July in each year of a sum equivalent to $19.1075 per share. 2.9 Strategic Minerals Corporation holds 75 per cent. of Vametco Holdings. 2.10 Bushveld Vametco Holdings holds 100 per cent. of the ordinary shares in issue of Bushveld Vametco Alloys (Pty) Limited, incorporated in South Africa. Bushveld Vametco Alloys (Pty) Limited also has preference shares in issue, 100 per cent. of which are held by Strategic Minerals Corporation. 2.11 Bushveld Vametco Alloys (Pty) Limited has one wholly owned subsidiary, Bushveld Vametco Properties (Pty) Limited, incorporated in South Africa. 2.12 Lemur Holdings has the following wholly owned subsidiaries: Country of Name Incorporation Lemur Investments Limited Mauritius Imaloto Power Project Limited Mauritius Lemur Resources (SA) Limited** Mauritius ** It is intended that Lemur Resources (SA) Limited be wound up shortly after Admission. 2.13 Lemur Investments Limited holds 99 per cent. of Coal Mining Madagascar SARL and Imaloto Power Project SARL both incorporated in Madagascar. 3 SHARE CAPITAL 3.1 The Company has no authorised share capital and has the ability to issue an unlimited number of shares, subject to the Articles. 3.2 The Ordinary Shares have been created pursuant to the Law and are in registered form. 127

157. Bushveld Minerals Limited Vametco Mine and Associated Exploration Properties North West & Gauteng Provinces, Republic of South Africa Independent Competent Person’s Report Prepared by The MSA Group (Pty) Ltd for: Bushveld Minerals Limited and SP Angel Corporate Finance LLP Prepared By: Philip Mostert Pr. Sci. Nat; MGSSA Jeremy Witley Pr. Sci. Nat; FGSSA Effective Date: 18 October 2017 Report Date: 15 November 2017 MSA Project No.: J3727 157

198. J3727 Bushveld Minerals Ltd_Vametco CPR Update_RSA Page: 25 6.3 Database Management All drilling information was captured and validated on a Microsoft Excel ™ spreadsheet. Information includes the collar position of the drillhole, drillhole number, logging geologist and depth intervals of various lithologies. The samples taken from the various magnetite layers were captured onto a second Microsoft Excel ™ sheet. The data was then saved on a central computer network for future access. 6.4 QA/QC Analyses No QAQC results are available for historical drilling programs. Although formal QAQC process do not exist, historical mining grades correlate with grades measured from drillhole intersections in areas that have already been mined. If a sampled intersection did not correlate with the typical mining grade, the sample was flagged for corrective action. 6.5 Location of Data When mining operations began in 1967, many companies used their own local grid systems, or they made use of the Clark 1880 coordinate system. Most of drillhole collars were surveyed in Clark 1880. The survey was performed with a theodolite referenced from a fixed survey beacon. These coordinates can easily be transformed to WGS 84 LO 29, which is the grid system that is currently being used at the mine. The collars of 2006 drilling programme were surveyed with a Digital Global Positioning System (“DGPS”) with a “real time” repeater from a fixed survey beacon. The six drillholes were surveyed in WGS 84 LO 29. The topographic survey used in the Mineral Resource Estimate was performed by onsite surveyors and contractors and is an accumulation of surveys completed over the last 30 years using either a theodolite or DGPS. The survey used for the Mineral Resource Estimate is as at 19 April 2017. The survey methods applied are sufficient to spatially locate topography and drillholes for use in Mineral Resource estimation to a reasonable level of confidence. 6.6 Data Verification, Audits and Reviews The data has not been verified through an external audit or review process. 198

231. J3727 Bushveld Minerals Ltd_Vametco CPR Update_RSA Page: 58 10 RECOVERY METHODS 10.1 Metallurgy 10.1.1 Process Design Figure 10-1 gives an overview of the beneficiation process in use at Vametco. Figure 10-1 Overview of the Beneficiation Process 10.1.1.1 Crushing Section The primary crusher reduces the size of large boulders to a maximum size of 150 mm. The ore is screened (Grizzly), with the +40 mm to -150 mm fraction, placed on the 150 mm stockpile (Coarse Stockpile). This is fed to the secondary crusher circuit. The undersize of the Grizzly goes to the Screens in the Screen house together with the undersize from the Secondary Crushers. The secondary crushers reduce the size of the +38 mm to -150 mm ore, fed from the coarse stockpile to a maximum size of 38 mm. The Secondary Crusher product is fed to the Screen house where it is combined with Grizzly U/F. The -13 mm ore is screened out by the polydeck screens and the +13 mm to – 38 mm size is returned to the tertiary crushers. Post the tertiary crusher, crushed ore is again fed to the polydeck screens in the screen house. The XQGHUVL]HRIWKHSRO\GHFNVFUHHQVDUHIHGWRWKHƙLQFKVWRFN SLOHRUWKH%DOO0LOO)HHG6LOR·V,Q 231

495. Competent Person’s Report – Imaloto Coalfield – Bushveld Minerals Limited – 23 Oct 2017 14 drilled and the total length of drilling came to 19 572 m. The average depth per hole came to 123 m. The maximum individual depth drilled was on borehole PTT01 at 437.3 m. IM 244 at 389.5 m, IM 215 at 383.5 m as well as IM 242 at 371.5 m were also deeper than the norm. The intervals shown on the borehole logs are as per the core measurements. Sample lengths were as per logged measurements. No correction was made for true thickness. Gradients on the coal seams are very slight (1 o – 3 o ), and the volume model uses elevations to generate top and bottom grid surfaces, before calculating the space contained within. Apparent and true thicknesses in this instance will hence not have a bearing on the volume calculation. The seams were sampled as units, which were defined by high resolution sampling during the first phase of drilling. Once all the results were received from the laboratory, it was possible to analyse the results and to consider potential products that may be realized from this deposit. Quality and Potential Products The potential products were determined from the quality dataset for the second, third and fourth phases of this exploration programme. The reason for excluding the dataset from the first phase was due to the sampling procedure that was performed on the coal intersections during the first phase of exploration. The core was split and only half core samples were submitted for analyses. This introduced a small bias in the dataset, and although not statistically significant, the Total Sulphur % was overstated in the first phase dataset. In view of this I have excluded the laboratory results from the first phase of drilling from the potential product simulation. 495

516. Competent Person’s Report – Imaloto Coalfield – Bushveld Minerals Limited – 23 Oct 2017 35 progress to a production stage, a lot of labour would be available, although the skill levels for technical positions will be low. In Madagascar, the political situation is in a state of flux and it is difficult to make predictions in terms of its stability. 7. Interpretation and Conclusions A total of 135.737 Million tons (GTIS) is estimated, of which 91.613 Mt has been drilled to a measured resource level. This deposit is situated in a remote part of Madagascar, and is roughly 205 km by road from the closest port at Tulear. The Imaloto River drains across the property, and is a potential source of water. Road infrastructure is limited to a very poor quality dirt road (135 km), which joins up with the Tulear – Antanarivo road, (70 km paved). There is no power grid in close proximity to the project area. The resource identified in Block 1 is relatively shallow, and the depth to the top of coal varies from 14 m to 60 m. The total coal package is hosted within three seams of which the Main Seam will be the primary resource. The Main Seam in Blocks 1, 2, 3, 3A, 4 and 4A has the potential to yield a 5500 Kcal/Kg GAR export product and a power station middlings. The quality modelling that was done on the respective seams shows that the Main Seam is capable of producing a very high total (Export and Middling) theoretical yield, in excess of 90 %. The rest of the seams will yield lower at between 79 % and 86 % on an uncontaminated base. 516

30. ● Steel plants that have to be designed for extraction of titanium and vanadium, resulting in operating costs that are significantly higher than simple blast furnace operations processing haematite ore; and ● No leverage on steel prices as a consequence of the small share of steel production that the high-cost vanadium and titanium bearing magnetite ore processing steel plants have. As a consequence, these plants are under enormous economic pressure, with some resorting to blending their ores with cheaper and higher-quality hematite ores (that contain no vanadium) resulting in further supply reductions. New sources of supply require higher vanadium prices to be sustained. Furthermore, few projects have the requisite vanadium grade to operate economically as primary vanadium operations, while the option to develop them as steel or pig iron producers with a vanadium slag by-product carries large and often prohibitive capital costs. Nonetheless, persistently higher vanadium prices will likely provide an incentive for some suppliers to start producing vanadium, notably stone coal miners in China which host sedimentary style vanadium deposits. These operations, though, pose substantial environmental challenges, which impinge on their feasibility of bringing additional supply onto the market. Ferro-Vanadium Price Chart Source: Metal Bulletin, basis mid-point US$/kgV Vanadium Market Deficit Source: Roskill, TTP Squared, Bushveld analysis 5 Principal Terms of the Acquisition On 30 November 2017, the Company entered into the Acquisition Agreement, pursuant to which it conditionally agreed to acquire all of the ordinary shares in Bushveld Vametco not currently owned by the Group from the Seller for a purchase price of US$11.1 million to be satisfied on Admission by (i) a cash payment of US$4.5 million and (ii) the issue of the Consideration Shares by the Company to the Seller, credited as fully paid, at the Consideration Share Price. In addition, there will be (i) two deferred payments of US$600,000 each, payable following publication of the accounts for Vametco Holdings for respectively 30

51. Legal systems The Republic of South Africa and Madagascar and other jurisdictions in which the Group might operate in the future may have less developed legal systems than more established economies which could result in risks such as (i) effective legal redress in the courts of such jurisdictions, whether in respect of a breach of law or regulation, or in an ownership dispute, being more difficult to obtain; (ii) a higher degree of discretion on the part of governmental authorities; (iii) the lack of judicial or administrative guidance on interpreting applicable rules and regulations; (iv) inconsistencies or conflicts between and within various laws, regulations, decrees, orders and resolutions; or (v) relative inexperience of the judiciary and courts in such matters. In certain jurisdictions the commitment of local business people, government officials and agencies and the judicial system to abide by legal requirements and negotiated agreements may be more uncertain, creating particular concerns with respect to the Group’s licences and agreements for business. These may be susceptible to revision or cancellation and legal redress may be uncertain or delayed. There can be no assurance that joint ventures, licences, licence applications or other legal arrangements will not be adversely affected by the actions of government authorities or others and the effectiveness of and enforcement of such arrangements in these jurisdictions cannot be assured. Litigation risks Legal proceedings may arise from time to time in the course of the Group’s business. There have been a number of cases where the rights and privileges of mining exploration and production companies have been the subject of litigation. The Directors cannot preclude that such litigation may not be brought against the Company in the future from time to time or that it may not be subject to any other form of litigation. Due to the relatively undeveloped legal systems in some of the jurisdictions in which the Company may invest, the Company may find it difficult, impossible or very costly to enforce the rights it may have under agreements it may enter into. Foreign investment risk The Group conducts its exploration in the Republic of South Africa and Madagascar. The Group has received the cooperation and support for its operations from the governments of these countries in which it operates thus far. However, whilst the Directors have no reason to doubt that the support for the ongoing exploration and exploitation of mining costs by foreign investors will continue, the future support and co-operations of the indigenous governments is uncertain. There can be no assurance that future political and economic conditions in the Republic of South Africa and Madagascar will not result in these governments adopting different policies in relation to foreign development and ownership over rights to explore and exploit mineral reserves. Any such changes in policy may result in changes in laws affecting foreign ownership of mineral interests, property assets, taxation, rates of exchange, imposition of additional fees, repatriation of income, royalties, return of capital and land access and labour relations, any of which may affect the Group’s ability to undertake operations, secure joint venture partners and development activities in respect of the manner currently contemplated. If at any stage the Group cannot pursue its strategy because of such factors, the Group’s financial condition and forward projections would be materially adversely affected. Infrastructure Development and exploration activities depend on adequate infrastructure, including but not exhausted to rail, power sources and water supply. The Group’s inability to secure adequate rail capacity, power and water resources, as well as other events outside of its control, such as unusual weather, sabotage, government or other interference in the maintenance or provision of such infrastructure, could adversely affect the Group’s operations and financial condition. Electricity Electricity supply and distribution in South Africa is principally conducted by Eskom. South African electricity supply is under pressure and demand is greater than supply. If the Company is unable to source sufficient electricity to mine its projects to the extent envisaged in this document it may need to apply to the South African Government for a licence to generate its own electricity through binding a proper plant. This may involve extra cost, senior managerial resource and delays to develop and expand its projects. 51

81. Financial assets together with the associated allowance are written off when there is no realistic prospect of future recovery and all collateral has been realised or has been transferred to the SMC Group. If, in a subsequent year, the amount of the estimated impairment loss increases or decreases because of an event occurring after the impairment was recognised, the previously recognised impairment loss is increased or reduced by adjusting the allowance account. If a future write-off is later recovered, the recovery is recognised in the statement of comprehensive income. The present value of the estimated future cash flows is discounted at the financial asset’s original effective interest rate. De-recognition of financial instruments A financial asset (or, where applicable a part of a financial asset or part of a SMC Group of similar financial assets) is derecognised when: ● the rights to receive cash flows from the asset have expired; or ● the SMC Group has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received cash flows in full without material delay to a third party under a ‘pass- through’ arrangement; and either (a) SMC has transferred substantially all the risks and rewards of the asset, or (b) SMC has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset. A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires. Provisions General Provisions are recognised when the SMC Group has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. Where the SMC Group expects some or all of a provision to be reimbursed, for example under an insurance contract, the reimbursement is recognised as a separate asset but only when the reimbursement is virtually certain. The expense relating to any provision is presented in the statement material, provisions are discounted using a current pre-tax rate that reflects, where appropriate, the risks specific to the liability. Where discounting is used, the increase in the provision due to the passage of time is recognised as a finance cost. i. Surface rights provision The SMC Group has provided for surface lease costs that would accrue to the owners of the land on which the mine is built. The quantum of the amounts due post implementation of the MPRDA and the granting of the new order mining right to Vametco Holdings (Proprietary) Limited is somewhat uncertain, and needs to be negotiated with such owners. The SMC Group has conservatively accrued for possible costs in this regard, but the actual obligation may be materially different when negotiations with the relevant parties are completed. The timing surrounding the actual payment of the liability is also uncertain. ii. Environmental rehabilitation liability The SMC Group is exposed to environmental liabilities relating to its operations. Full provision for the cost of environmental and other remedial work such as reclamation costs, close down and restoration costs and pollution control is made based on the estimated cost as per the Environmental Management Program Report. Annual increases in the provisions relating to change in the net present value of the provision and inflationary increases are shown separately in the statement of comprehensive income as a finance cost. Changes in estimates of the provision are accounted for in the year the change in estimate occurs, and is charged to either the statement of comprehensive income or the decommissioning asset in Property, plant and equipment, depending on the nature of the liability. iii. Post-retirement medical liability The liability in respect of the defined benefit medical plan is the present value of the defined benefit obligation at the reporting date together with adjustments for actuarial gains/losses. Any actuarial gains 81

151. If the conditions for exemption are not, or cease to be, satisfied, or such a Shareholder elects for an otherwise exempt dividend to be taxable, the Shareholder will be subject to UK corporation tax on dividends received from the Company at 19 per cent. (17 per cent. from 1 April 2020). Shareholders within the charge to UK corporation tax are advised to consult their independent professional tax advisers to determine whether dividends received will be subject to UK corporation tax. Other shareholders The annual tax-free dividend allowance of £5,000 available to individuals will not be available to UK resident trustees of a discretionary trust. From 6 April 2016, UK resident trustees of a discretionary trust in receipt of dividends are liable to income tax at a rate of 38.1 per cent., which mirrors the dividend additional rate. Non-UK resident shareholders may be subject to tax on dividend income under any law to which that person is subject outside the UK. Non-UK resident shareholders should consult their own tax advisers with regard to their liability to taxation in respect of the cash dividend. (m) Taxation of chargeable gains Any gains on transfers or disposals of Ordinary Shares (including a disposal on a winding-up of the Company) by UK resident Shareholders or Shareholders who carry on a trade in the UK through a permanent establishment with which their investment in the Company is connected may, depending on their circumstances, give rise to a liability to UK tax on capital gains. Non-UK resident shareholders should consult their own tax advisers with regard to their liability to taxation in respect of capital gains. UK resident individual Shareholders UK resident Shareholders who are individuals (or otherwise not within the charge to UK corporation tax) and who are basic rate taxpayers are currently subject to tax on their chargeable gains at a flat rate of 10 per cent. Individuals who are higher or additional rate taxpayers are currently subject to tax on their chargeable gains at a flat rate of 20 per cent. No indexation allowance will be available to such Shareholders. However, they may be entitled to an annual exemption from capital gains to the extent this has not been used against other gains, and any other tax reliefs available such as existing capital losses. For trustees and personal representatives of deceased persons, capital gains tax on gains in excess of the current annual exempt amount will be charged at a flat rate of 20 per cent. Shareholders who are individuals and who are temporarily non-resident in the UK may, under anti-avoidance legislation, still be liable to UK tax on any capital gain realised (subject to any available exemption or relief). UK resident corporate Shareholders Shareholders within the charge to UK corporation tax may be subject to corporation tax on chargeable gains arising on a disposal of Ordinary Shares, depending on the circumstances and subject to any available exemption or relief. Indexation allowance may apply to reduce any chargeable gain arising on disposal of the Ordinary Shares. Corporation tax is charged on chargeable gains at the rate applicable to that company at the date of disposal. Such tax would be applied at one the relevant corporation tax rates already stated above, depending on the timing of the disposal. (n) Stamp Duty and SDRT The following comments are intended as a guide to the general UK stamp duty and SDRT position and do not relate to person such as market markers, brokers, dealers, intermediaries and persons connected with depository arrangements or clearance services to whom special rules apply. No stamp duty or SDRT should be payable on the issue of Ordinary Shares. AIM qualifies as a recognised growth market for the purposes of the UK stamp duty and SDRT legislation. Therefore, for so long as the Ordinary Shares are admitted to trading on AIM and are not listed on any other 151

215. J3727 Bushveld Minerals Ltd_Vametco CPR Update_RSA Page: 42 In consideration of the aforementioned points, the Vametco Mineral Resource was classified as follows: x the Upper Seam was classified as Inferred as there are only six holes that intersect mineralisation in a single line. The estimates were extrapolated 100 m down dip from the drillholes and 250 m along strike given that strike continuity has been confirmed and down-dip continuity is assumed; x the Intermediate Seam was classified as Inferred. The estimate is informed by 12 holes, but the mineralisation is more erratic than the Lower Seam. The estimates were extrapolated by 250 m along strike and to the 125 m vertical limit below surface; and x the well drilled portions of the Lower Seam were classified as Indicated Resources up to a distance of 125 m from the drillhole grid. The remainder of the model to the 125 m depth extent was classified as Inferred Resources up until the strike limits of the open-pit. The classified areas are shown in Figure 7-11 for the Upper, Intermediate and Lower Seams. To the best of the CP’s knowledge there are no environmental, permitting, legal, tax, socio-political, marketing or other relevant issues which may materially affect the Mineral Resource estimate as reported in this Competent Persons Report. The Mineral Resource will be affected by further infill and exploration drilling which may result in increases or decreases in subsequent Mineral Resource estimates. Inferred Mineral Resources are considered to be low confidence estimates that may change significantly with additional data. It cannot be assumed that all or part of an Inferred Mineral Resource will necessarily be upgraded to an Indicated Mineral Resource as a result of continued exploration. The Mineral Resource may also be affected by subsequent assessments of mining, environmental, processing, permitting, taxation, socio-economic and other factors. 215

397. _____________________________________________________________________________________________________________________________ J2518: CPR and updated MRE for the Mokopane Fe-V-Ti Project Page: 82 October 2017 diabase sill also forms a prominent hill at the junction of the three farms Vliegekraal 783LR, Vriesland 781LR and Schoonoord 786LR. The area occupied by the hill was excluded from the MRE (Figure 14-2). The ridge forms a natural barrier to the west and the high stripping ratio required would be in conflict with reasonable prospects for eventual economic extraction of the P-Q Zone in an opencast mine scenario. The dimensions of the parent block model are 100 m (easting or X) by 100 m (northing or Y) by 5 m (Z dimension or height). The six P-Q layer wireframes were used to generate the various block models. Sub-celling of the parent blocks was then applied in the XY plane in order to achieve optimal block model fitting into the wireframes. This resulted in a minimum of 5 m (X) by 5 m (Y) with exact fitting for the Z sub-blocks. Figure 14-2 Wireframes relative to interpreted outcrop position of P-Q Zone (MSA, 2015) 397

406. _____________________________________________________________________________________________________________________________ J2518: CPR and updated MRE for the Mokopane Fe-V-Ti Project Page: 91 October 2017 Figure 14-3 Grade Tonnage Curve for Total Phosphate Zone (MSA, 2014) 406

418. _____________________________________________________________________________________________________________________________ J2518: CPR and updated MRE for the Mokopane Fe-V-Ti Project Page: 103 October 2017 The MML consists of two massive to semi-massive Ti-magnetite layers separated by a parting with low concentrations of disseminated Ti-magnetite. The lithostratigraphic sub-division and correlation developed by BML was applied to define the MAG3 and MAG4 layers. The VTM-poor Parting occurs between the MAG3 and MAG4 layers. The footwall of the MAG3 is usually characterised by an abrupt decrease in Fe 2 O 3 content to below 35% and the top of the MAG4 is defined by a sudden increase in Fe 2 O 3 content to above 60% (Figure 14-5). MAG3, MAG4 and the Parting are modelled and reported separately within the MML. The composite MML (including the Parting) has an average true thickness of 9.84 m. The MAG3 ranges between 2.59 m and 7.65 m and averages 4.09 m in true thickness. The MAG4 ranges between 2.48 m and 6.30 m and averages 3.59 m in true thickness. Figure 14-5 Section Line -2645100N showing geochemical and stratigraphic profile (MSA, 2014) Note: Profile shows colour gridded airborne magnetic data The interpretation from the aeromagnetic survey correlates reasonably well with the modelled sub-crop position of the Ti-magnetite layers. These layers show continuity along strike with some off-sets due to possible faulting. Figure 14-6 is a dip section along -2641800N that shows the MML with a dip of 24°, which is steeper than the previously inferred dip of 18° used in the initial MRE from November 2011. VK21 did not intersect the MML as planned due to this change in dip. The steeper dip resulted in a decrease in MML tonnage compared to the Mineral Resource estimated in November 2011. Figure 14-7 shows an isometric view of the MML wireframes and Figure 14-8 shows a plan view. 418

420. _____________________________________________________________________________________________________________________________ J2518: CPR and updated MRE for the Mokopane Fe-V-Ti Project Page: 105 October 2017 Figure 14-8 Wireframes relative to interpreted outcrop position of MML (MSA, 2015) Wireframes representing the 14 modelled HW layers were constructed based on geological logging and Fe 2 O 3 and V 2 O 5 grade transitions. The layers alternate between relatively high- grade semi-massive to massive VTM, lower-grade gabbro norite and barren anorthosite. Dip is between 18° and 24° to the west and the combined average true thickness of the MML HW layers is approximately 72 m. The individual layers were manually coded into the de-surveyed drillhole data in Datamine. As a first pass, the STRAT and LITH fields were used to define the top contact of the MML and other lithologically distinct HW layers, following which Fe 2 O 3 and V 2 O 5 grade transitions were used to 420

47. HDSA. There is an additional risk that, assuming the 2017 Mining Charter is implemented the proportion to be held by HDSA will increase from 26 per cent. to 30 per cent. This represents a risk to the Group as increasing the non-controlling interest to 30 per cent. would result in a reduced holding for the Group and thus lower profits to distribute to the shareholders of the Bushveld Group. In order to comply the Group companies concerned will need to transfer 1 per cent. of their interest to HDSA. Unionisation The Group’s operations may be affected by labour-related problems in the future, such as union demands and litigation for pay rises and increased benefits. There can be no assurance that work stoppages or other labour-related developments (including the introduction of new labour regulations) will not adversely affect the results of operations or the financial condition of the Group. Approximately 80 per cent. of the workforce at the Vametco vanadium mine are members of the Association of Mine Workers and Construction Union (“ AMCU ”). In September and October 2013, six weeks of industrial action was taken by staff resulting in closure of the mine. Management believe that labour relations have improved with, a three year pay deal with members of the AMCU being agreed with the period 01 July 2016 to 30 June 2019. This should provide labour stability for the business during this period however there is the risk that existing labour agreements may not prevent strikes or work stoppages in the future, and any strike or other work stoppage could have an adverse effect on the operations and financial results of the Group. Plant Shutdowns The Vametco plant is subject to shutdowns as a result of planned annual shutdowns, planned maintenance shutdowns, unplanned shutdown as a result of equipment and plant failure and industrial action. The number of idle days has significantly reduced from 2014 as a result of an increase in regular maintenance reducing the number of idle days caused by unplanned shutdowns. In addition, the 3 year labour agreement with AMCU significantly mitigates the risk of plant shutdowns due to industrial action. There is a risk that the number of idle days will increase in the future. During periods of idle time, Vametco gains no benefit from the owning of equipment or the costs of having employees thereby reducing the mine’s revenues, profitability and operating cashflows. Surface Rights In April 2013, Vametco Holdings’ old order mining right was converted to a new order mining right (“ NOMR ”) and executed accordingly. Under the converted NOMR, Vametco Holdings was eligible as the tenant in-situ to apply for the right of access to the lands under the NOMR. However, Vametco Holdings still needed to negotiate with the owners of the land to agree the surface lease terms as the mineral and surface lease agreements with the co-owners of both the Krokodilkraal and Uitvalground communities under the old order mining rights were terminated. As the Vametco mine is located within an area known as the Homelands, with two landowning groups having an interest, there is not considered to be one individual owner with whom negotiations can commence. Various internal leadership struggles and litigation cases have hampered progress to finalise these agreements. Management has endeavoured to find the appropriate contact with whom to negotiate and these negotiations have commenced. Following the issuance of the NOMR in 2013, the management of Vametco Holdings has been providing for the lease payments (calculated on a basis for royalties accrued to communities historically) as the management team believe that it is likely to be on similar or lower terms. Whilst Vametco Holdings has begun payments to the Uitvalgrond community, no payments have been made to the Krokodilkraal community. Valuations have been presented by the landowners and Vametco Holdings and negotiations are on-going. As long as payments for royalties (accrued prior to April 2013) and surface rights remain unpaid, there is a reputational risk to the Group if balances are not settled in an appropriate and timely manner. Further, there is potential that the amounts provided for are understated given that there is no guarantee that the landowners will not demand higher rates than are currently being accrued. Royalties, in respect of amounts due for the use of the land upon which Vametco’s mine and plant are situated prior to April 2013, and a surface lease provision are provided for in the accounts based on legal advice and the Directors’ best estimate of the expenditure to settle the obligation to the landowners. Vametco Holdings has set aside R46 million cash to pay the royalties and the surface lease expense. Further, management believe that the cash outflow risk may be mitigated as amounts owing to the Krokodilkraal community may be offset against the transfer of an additional 1 per cent. to increase the communities’ total holding from 15 per cent. to 16 per cent. (to meet the BEE requirement of 26 per cent. ownership). The total amount of the required future cash outflow in respect of royalties and surface rights may be materially different once the negotiations with the 47

95. 26.5 Liquidity risk Prudent liquidity risk management implies maintaining sufficient cash and cash equivalents and the availability of funding through an adequate amount of committed credit facilities. The SMC Group has minimised its liquidity risk by ensuring that it has adequate banking facilities and reserve borrowing capacity. 26.6 Capital management The primary objective of the SMC Group’s capital management is to ensure that it maintains a positive cash balance in order to support its business and maximise shareholders value. We also attempt to maintain healthy working relationships with critical suppliers. The SMC Group manages its capital and makes adjustments to it, in light of changes in economic conditions and production requirements. To maintain or adjust the capital, the SMC Group may adjust the dividend payment to shareholders or redeem preference share premium. Capital projects to increase the asset base may also be brought forward or postponed depending on the capital position. No changes were made in the objectives, policies or processes during the years ended 31 December 2016 and 31 December 2015 and 31 December 2014. 26.7 Fair Value The directors are of the opinion that the book value of financial instruments approximates fair value. The carrying value less impairment provision of trade receivables and payables are assumed to approximate their fair values. The SMC Group used the following hierarchy for determining and disclosing the fair value of financial instruments which are measured at fair value by valuation technique: Level 1: Quoted (unadjusted) market prices in active markets for identical assets or liabilities. Level 2: Other techniques for which all inputs which have a significant effect on the recorded fair value are observable, either directly or indirectly. Level 3: Techniques which use inputs that have a significant effect on the recorded fair value that are not based on observable market data. There have been no transfers between fair value levels during the current financial year. Financial liabilities (GBP) 2016 2015 2014 Carrying Carrying Carrying amount and amount and amount and Fair Value Fair Value Fair Value Trade and other payables* 6 999 353 5 245 576 6 565 082 Financial assets (GBP) 2016 2015 2014 Carrying Carrying Carrying amount and amount and amount and Fair Value Fair Value Fair Value Trade and other receivables* 11 210 577 13 588 215 14 112 000 Restricted investment* 3 111 941 1 847 345 1 922 223 Cash and cash equivalents* 4 827 975 2 560 675 4 442 413 * Management assessed that the fair values of cash and cash equivalents, restricted investment, trade and other receivables and trade and other payables, approximate their varying amounts largely due to the short-term maturities of these instruments. 95

119. NOTES TO THE CONSOLIDATED HISTORICAL FINANCIAL INFORMATION For the interim periods ended 30 June 2016 and 2017 1. Corporate information and principal activities Bushveld Vametco Limited (“BVL”) was incorporated and domiciled in Guernsey on 22 March 2016. The principal activity of BVL during the period ended 28 February 2017 was to act as a holding company for an acquisition to be made after the period end. Subsequent to the period end, on 6 April 2017, BVL acquired a 78.8 per cent. controlling equity interest in Strategic Minerals Corporation (“SMC”), a company incorporated under the laws of Connecticut, USA. SMC owns a 75 per cent. controlling equity interest in Evraz Vametco Holdings (Proprietary) Limited, which is the ultimate holding company of Evraz Vametco Alloys (Proprietary) Limited (“Vametco Alloys”). Vametco Alloys is principally involved in the mining, processing and distribution of Vanadium products from its operations in Brits, South Africa, and is the ultimate holding company of Vametco Properties (Proprietary) Limited. 2. Adoption of new and revised standards Accounting standards adopted during the year New standards, amendments to published standards and interpretations to existing standards effective in 2016, with their dates of adoption adopted by BVL and a brief description: Annual Improvements to IFRSs 1 January 2017 & The improvements in this Amendment clarify the 2014–2016 Cycle* 1 January 2018 requirements of IFRSs and eliminate inconsistencies within and between Standards, including clarification of the scope of IFRS 12. Amendments to IAS 12: 1 January 2017 Clarifies deferred tax on unrealised losses Recognition of Deferred Tax generated by debt instruments carried at Assets for Unrealised Losses* fair value. Amendments to IAS 7: 1 January 2017 The amendments clarify and improve information Disclosure Initiative* provided to users of financial statements about changes in liabilities arising from financing activities. * not yet endorsed by the EU Following the adoption of these standards there has been no change to the BVL accounting policies and there has been no material impact on the financial statements of BVL. Accounting standards and interpretations not applied Standards, amendments and interpretations to existing standards that are not yet effective and have not been early adopted by BVL: Amendments to provide requirements on the accounting for the effects of vesting and non- vesting conditions on the measurement of cash-settled share-based payments, share- based payment transactions with a net settlement feature for withholding tax obligations, and a modification to the terms and conditions of a share-based payment that changes the classification of the transaction from cash-settled to equity-settled. Provides requirements about which exchange rate to use in reporting foreign currency transactions (such as revenue transactions) when payment is made or received in advance. Amendments to IFRS 2: Classification and Measurement of Share-based Payment Transactions* 1 January 2018 IFRIC 22 Foreign Currency Transactions and Advance Consideration* 1 January 2018 119

140. 6.7 Save as disclosed in paragraph 6.1 above, and as set out below, the Directors are not aware of any person who, directly or indirectly, had an interest in 3 per cent. or more of the voting rights of the Company which is notifiable to the Company under the Disclosure and Transparency Rules as at as at 29 November 2017, being the latest practicable date prior to publication of this document, and immediately following Admission: Pre-Admission Post-Admission Shareholder No. % No. % Hargreaves Lansdown Asset Management 126,797,413 15.72 126,797,413 14.69 Acacia Resources Limited 85,598,644 10.61 85,598,644 9.91 Halifax Share Dealing 85,416,796 10.59 85,416,796 9.89 TD Direct Investing 58,073,632 7.20 58,073,632 6.73 Jose Roy Hernandez Borromeo 37,969,130 4.71 37,969,130 4.40 Selftrade - Talos Securities 31,409,484 3.89 31,409,484 3.64 Mr Nicholas John Mallett 31,000,000 3.84 31,000,000 3.59 Barclays Wealth and Investment Management (UK) 30,279,467 3.75 30,279,467 3.51 Interactive Investor Sharedealing 28,622,422 3.55 28,622,422 3.32 A J Bell Securities 25,819,266 3.20 25,819,266 2.99 Yellow Dragon Holdings Limited 25,000,000 3.10 79,766,364 9.24 Share Centre 24,771,273 3.07 24,771,273 2.87 6.8 No shareholder in the Company has any different voting rights from other Shareholders. 6.9 No Director or any member of a Director’s family has a related financial product referenced to the Ordinary Shares. 7 Directors’ service agreements and terms of office 7.1 Fortune Mojapelo On 20 March 2012, Fortune Mojapelo entered into a service agreement with the Company under the terms of which he agreed to act as the Chief Executive Officer for a basic salary of £100,000 per annum, such salary to be reviewed annually. The service agreement shall be terminable by either party giving to the other not less than 6 months’ written notice. Mr Mojapelo may also be entitled to a bonus at the absolute discretion of the Company’s remuneration committee. In addition, the service agreement contains detailed provisions relating to confidentiality, intellectual property and various post-termination restrictions, including a restriction for 6 months prohibiting him from being engaged in a business which competes with the business of the Company and restrictions for 6 months prohibiting him from soliciting or dealing with any customers or clients, or soliciting any key business suppliers, employees or consultants. Upon termination, no benefits (other than those accruing during the notice period) will be due to the director. 7.2 Geoff Sproule On 20 March 2012, Geoff Sproule entered into a service agreement with the Company under the terms of which he agreed to act as the Chief Financial Officer for a basic salary of £90,000 per annum, such salary to be reviewed annually. The service agreement shall be terminable by either party giving to the other not less than 6 months’ written notice. Mr Sproule may also be entitled to a bonus at the absolute discretion of the Company’s remuneration committee. In addition, the service agreement contains detailed provisions relating to confidentiality, intellectual property and various post-termination restrictions, including a restriction for 6 months prohibiting him from being engaged in a business which competes with the business of the Company and restrictions for 6 months prohibiting him from soliciting or dealing with any customers or clients, or soliciting any key business suppliers, employees or consultants. Upon termination, no benefits (other than those accruing during the notice period) will be due to the director. 140

194. J3727 Bushveld Minerals Ltd_Vametco CPR Update_RSA Page: 21 Figure 5-1 Geological Map of the Mineral Rights Source: VBKOM (2016) Figure 5-2 Cross Section through the stratigraphy of the magnetite-rich seams at Vametco Source: VBKOM (2016) 194

326. _____________________________________________________________________________________________________________________________ J2518: CPR and updated MRE for the Mokopane Fe-V-Ti Project Page: 11 October 2017 4.8 Permits From information provided by BML, MSA accepts that all necessary permits to carry out the proposed exploration (for 438PR) and mining activities (for 95PR) have either been obtained, or such as an Integrated Water Use License (“IWUL”) for 95PR are expected to be obtained without undue difficulty. To MSA’s knowledge, there are no environmental impediments to the project continuing to the mining stage 4.9 Project Risks The legal proceedings between BRL and AMM regarding the dispute over ownership terms of PR438 could affect BRL’s overall Project Area. MSA shares the view expressed in BRL’s that PR438, which remains to be renewed and transferred to BRL, through Amaraka, in terms of Section 11 of the MPRDA, is not considered material in the exploration and development strategy of BRL. Disputes with the community over financial compensation or possible requests for a direct stake in the project need to be anticipated and will have to be addressed to gain the long term support of the affected communities and local and provincial government. The planned Definitive Feasibility Study needs to demonstrate the financial viability of extracting and beneficiating the targeted VTM mineralisation to a saleable product for a realistic range of steel, vanadium and titanium market conditions. 326

428. _____________________________________________________________________________________________________________________________ J2518: CPR and updated MRE for the Mokopane Fe-V-Ti Project Page: 113 October 2017 14.4.5 Assessment of Reasonable Prospects for Eventual Economic Extraction (RPEEE) The high grades and strong continuity of the MML layers ensure that expectations for reasonable prospects for eventual economic extraction are met in the shallow areas. MSA has restricted the Mineral Resource to a vertical depth of less than 120 m below surface as, despite the high MML grades, the absence of detailed mining, metallurgical and financial studies does not lend confidence to RPEEE deeper than this. In MSA’s assessment, theoretical stripping ratios for the MML were calculated to a vertical depth of 120 m. The MML HW forms part of the MML project and it is expected that the MML HW VTM layers will be co-extracted with the MML and as such the MML HW Mineral Resource is incremental in nature. The cost of mining the MML HW is expected to be minimal as much of the mining cost will be attributed to stripping of the MML HW required to access the MML. Some mining costs will however apply, together with the costs of milling and concentrating the VTM layers of the MML HW. RPEEE for the MML HW VTM layers are dependent on its co-extraction with the MML, and it is unlikely that the MML HW VTM layers could be extracted economically as a standalone project. In this regard, the MML HW Mineral Resource is reported together with the MML Mineral Resource and should not be reported as a separate entity. 14.4.6 Checklist of Assessment and Reporting Criteria Criteria for assessing the validity of data used in the Mineral Resource estimation are presented in the following table and include the relevant aspects of Table 1 of the JORC Code, 2012 Edition. 428

383. _____________________________________________________________________________________________________________________________ J2518: CPR and updated MRE for the Mokopane Fe-V-Ti Project Page: 68 October 2017 Figure 11-27 Scatter Plot of 193 Inter-Laboratory Umpire Pairs for SG (MSA, 2015) 11.7 Adequacy of Sample Preparation, Security and Analytical Procedures All aspects of core handling, marking, logging, cutting, bagging, labelling and submission to SPL’s sample preparation facilities at Mokopane were covered by well-designed protocols to ensure that all routine activities were conducted with maximum consistency. Drill core handling and storage as well as core sampling and excess pulp storage were all conducted in a safe and secure manner. A point of concern is that the pulps and coarse rejects from the 2010 drilling were discarded, but BML has since undertaken to store all excess sample material at their Mokopane premises. The analytical results from the primary and the umpire laboratories agree reasonably well and therefore validate the element concentrations and SGs obtained from the primary laboratory. The current procedure to sample thin lithological layers resulted in very variable sample lengths (0.25 cm to 1 m) and it is suggested that a standard sample length of one metre is adopted for future sampling. Discretion can be used when sampling the MML and the P-Q layers but the considerable thickness of these well-mineralised layers can be adequately sampled with one metre intervals, while honouring the lithological contacts. The generally VTM-poor parting between the MAG3 and MAG4 of the MML, portions of the MML HW and the VTM-poor interval within the P-Q package could be sampled at two metre intervals. MSA is of the opinion that the sampling and analytical procedures and number of QA/QC samples inserted into the sample stream are appropriate for the type of the deposit and for the analytical technique used. The vast majority of the CRMs and all quartz blanks show acceptable performance for Fe 2 O 3 , TiO 2 and V 2 O 5 over the period of the sampling campaign and most field duplicate samples reported to within 10% of x=y slope on a scatter plot. The discrepancy for TiO 2 in the duplicate and umpire samples has been caused by a change by SPL in the calibration setting on the XRF. TiO 2 values below 7% will need to be verified as part of the planned metallurgical test work. Based on these results, it is concluded that the sampling and assay data from the drilling campaigns are acceptable for use in a Mineral Resource estimation. 383

19. ● Pamish Investments 39 (Pty) Limited, a South African incorporated company, which is the holder of prospecting right 95PR. Prospecting right 95PR is one of two prospecting rights pertaining to the Mokopane vanadium project. Pamish Investments 39 (Pty) Limited is 64 per cent. owned by Bushveld Resources. Amaraka Investments No. 85, a 68.5 per cent. subsidiary of Bushveld Resources, is currently in negotiations with the owner of the other prospecting right pertaining to the Mokopane vanadium project, PR 438, for its transfer, which is conditional on Section 11 of the MPRDA, and for its renewal with the Department of Mineral Resources. ● The licences for the Brits Vanadium Project will be registered in the name of Bushveld Resources conditional on Section 11 approval of the MPRDA. They are currently held by Great 1 Line Invest (Pty) Limited and Gemsbok Magnitite (Pty) Ltd, subsidiaries of Sable Platinum Mining Limited which have been conditionally acquired by Lemur Resources Limited. ● Lemur Holdings, a Mauritian incorporated company, is a wholly owned subsidiary of the Company, which through its wholly owned Mauritian subsidiary, Lemur Investments Limited, owns a 99 per cent interest in Coal Mining Madagascar SARL, a Madagascan incorporated company, which holds exploitation permit no.4578, exploration permits no. 31808, 31892 and 12653 and is being transferred exploration permits no.3196, 26904 and 27163. These licences pertain to the Imaloto Coal project. The following section is extracted without material changes from the Vametco Competent Person’s Report (excluding the paragraph on financial performance of the SMC Group). 3 Information on Vametco Alloys 3.1 Introduction The Vametco Mine is situated about 6.5 km northeast of the town of Madibeng, (formerly known as Brits). The mine is an operational open cast vanadium mine, located in the Bojanala Platinum District within the North West Province of the Republic of South Africa. The operations are near Mmakau and Rankothea villages, approximately 500 m to the south and west of the operations respectively. Additional prospecting and mining rights in the area are held by Bushveld, namely the Brits vanadium project. Fig 1: Location of the Vametco Mine and additional exploration properties 19

54. (f) speculation in the press or investment community regarding the Group’s business, or factors or events that may directly or indirectly affect its business or investments; and (g) further issuance of Ordinary Shares by the Company. Securities markets in general have experienced extreme volatility that has often been unrelated to the operating performance of particular companies or partnerships. Any broad market fluctuations may adversely affect the trading price of the Ordinary Shares. Guernsey Law The Company is a Guernsey company limited by shares incorporated in Guernsey on 5 January 2012 under the Companies Law. There are a number of differences between the Company and that of a public limited company incorporated in England and Wales under the 2006 Act and set out below is a description of the principal relevant differences. (i) Pre-emption rights: Companies Law does not provide any statutory pre-emption rights. The Articles therefore include equivalent provisions, as summarised in paragraph 5 of Part VIII of this Document. The Authority Resolution will be proposed at the General Meeting pursuant to the Articles granting the Directors authority to issue new Ordinary Shares non pre-emptively. (ii) Disclosure of interests in shares: under the Companies Law, shareholders are not obliged to disclose their interests in a company in the same way as shareholders of certain public companies incorporated in the United Kingdom are required to do. In particular, the Transparency Obligations Directive (Disclosure and Transparency Rules) Instrument 2006 (“DTR”) introduced by the FSA do not apply. The Articles incorporate provisions equivalent to those contained in the DTRs, but may be amended by a resolution of the Shareholders in accordance with the Articles. The inclusion of these provisions in the Articles will not necessarily ensure compliance with Rule 17 of the AIM Rules for Companies. Tax residency The Company will initially be managed and controlled from South Africa and is initially anticipated to be considered to be resident in Guernsey for tax purposes. However, the location of the management and control of the Company may change in the future and/or may be questioned by applicable tax authorities, either of which may affect the Company’s tax residency and therefore the Company’s tax position. Holding company structure and restrictions on dividends The Company’s operating results and its financial condition are dependent on the trading performance of members of the Group. The Company’s operating cashflow, cash and financial position and its ability to pay dividends will depend on the level of distributions, received from the Company’s subsidiaries and in particular from Vametco Holdings. Members of the Group may from time to time be subject to restrictions on their ability to make distributions to the Company, as a result of factors such as restrictive covenants contained within loan agreements, foreign exchange limitations, regulatory, fiscal or other restrictions. There can be no assurance that such restrictions will not have a material adverse effect on the Group’s business, operating results and financial condition. Market perception Market perception of mining exploration and production companies may change which could impact on the value of investors’ holdings and impact on the ability of the Company to raise further funds by the issue of further shares or other securities in the Company. Dilution of Shareholders’ interests The Company may need to raise substantial additional funds in the future to finance its activities, investments and/or acquisitions. Future vanadium prices, mining and geological success, revenues, taxes, capital and operating expenditure, and interest and exchange rates will all be factors which will have an impact on the amount of additional capital required. Failure to obtain sufficient financing for the Group’s activities and future projects may result in delay and indefinite postponement of exploration, development or production of the Group’s properties or even loss of a property interest. There can be no assurance that additional finance will 54

150. 150 10 Taxation United Kingdom taxation The following information is intended as a general guide only and is provided in summary form based on legislation and published HMRC practice as it exists at the present time. The information relates to the tax position of Shareholders in the capital of the Company that are resident in the United Kingdom for tax purposes, holding shares as investments. The statements below do not constitute advice to any Shareholder on their personal tax position, and may not apply to certain classes of Shareholders such as dealers in securities, persons who have acquired their Ordinary Shares by reason of any office or employment, insurance companies or collective investment schemes. The summary is not exhaustive and does not generally consider tax reliefs and exemptions. Any person who is in any doubt about their tax position, or who is subject to taxation in any jurisdiction other than that of the UK, should consult their own professional advisers without delay. Investors should note that tax law and interpretation can change and that in particular the levels and basis of and reliefs from taxation may change (possibly with retrospective effect). Any person who is in any doubt as to their tax position or who is resident for tax purposes outside the UK should consult their professional advisors immediately. The Company The Directors intend to conduct the affairs of the Company so that it does not become resident in the UK for UK tax purposes and does not become subject to UK tax on its profits as a result of carrying on a trade in the UK. On that basis, the Company is not expected to be subject to UK corporation tax or income tax, other than in respect of certain types of UK source income, which may be received subject to deduction of income tax at source. The Directors do not consider the Company to be an ‘offshore fund’ for UK tax purposes with respect to the Ordinary Shares. If the Company were to be treated as an ‘offshore fund’ for UK tax purposes, gains on disposals of Ordinary Shares may be taxable to Shareholders as income, not capital gains. The statements below assume that the Company is not an ‘offshore fund’. (l) Taxation of dividends UK resident individual Shareholders Under current UK tax rules, specific rates of tax apply to dividend income. As of 1 April 2016, the notional dividend tax credit system was abolished. Instead, there is now a nil rate of tax (the “ nil rate band ”) for the first £5,000 of dividend income received by an individual Shareholder who is resident for tax purposes in the UK in any tax year. It was announced in the Spring Budget 2017 that the nil rate band will reduce to £2,000 from 6 April 2018. However, this change has not yet been substantially enacted by law. Dividend income in excess of the nil rate band (taking account of any other dividend income received by the Shareholder in the same tax year) will be taxed at the following rates: 7.5 per cent. (to the extent that it falls below the threshold for higher rate income tax); 32.5 per cent. (to the extent that it falls above the threshold for higher rate income tax and is below the additional rate band); and 38.1 per cent. (to the extent that it is within the additional rate). For the purposes of determining which of the taxable bands dividend income falls into, dividend income is treated as the highest part of a Shareholder’s income. In addition, dividends within the nil rate band which would (if there was no nil rate band) have fallen within the basic or higher rate bands will use up those bands respectively for the purposes of determining whether the threshold for higher rate or additional rate income tax is exceeded. UK resident corporate Shareholders A UK resident corporate Shareholder which is a “small” company (for the purpose of United Kingdom taxation of dividends) will be subject to UK corporation tax on dividends paid by the Company on the Shares. A UK resident corporate Shareholder that is not a “small” company will be liable to UK corporation tax unless the dividend falls within one of the exempt classes set out in Part 9A of the Corporation Tax Act 2009. It is anticipated that dividends should fall within one of such exempt classes (subject to anti-avoidance rules and provided all conditions are met).

316. _____________________________________________________________________________________________________________________________ J2518: CPR and updated MRE for the Mokopane Fe-V-Ti Project Page: 1 October 2017 2 INTRODUCTION In August 2017, The MSA Group (“MSA”) was commissioned by Bushveld Minerals Limited (“BML”) for the purpose of re-admission to the Alternative Investment Market (“AIM”) of the London Stock Exchange to provide a consolidated Competent Person’s Report (“CPR”) incorporating all of the Mineral Resource Estimates (“MRE”) for BML’s Mokopane Fe-V-Ti project (the “Project”). The Project is located in the Northern Limb of the Bushveld Complex in the Limpopo Province of South Africa. This report includes the most recent results of BML’s exploration drill programme in 2014/2015 which investigated vanadiferous titano-magnetite (“VTM”) mineralisation approximately 100 m stratigraphically below the Main Magnetite Layer (“MML”). The report also incorporates the drilling results from 2013/2014, previously compiled by MSA in a CPR dated 30 April 2015, the results from the 2012/2013 drilling activities, reported by MSA in a CPR dated 12 April 2013, and the results from the 2010 to 2011 exploration campaign, which MSA reported in a CPR dated 25 November 2011. Several MRE updates were completed by MSA for BML since 2013 from diamond drilling campaigns for the AB Zone, the MML and its hanging wall mineralisation, for the Ti-magnetite- rich N-Q Zone from the adjacent farms Schoonoord 786LR and Bellevue 808LR and for the Phosphate Zone immediately above the P-Q Zone. These Mineral Resources are reported in accordance with the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (the “JORC Code”), 2012 Edition. The Mokopane project is considered to represent an “Exploration Project“ which is inherently speculative in nature. The Project has evolved on the basis of a systematic exploration programme since 2009 and MSA considers that the property is sufficiently prospective, subject to varying degrees of exploration risk, to warrant further work and associated expenditure for a full assessment of its economic potential. MSA has based its review on information provided by BML and its associate consultants together with technical reports by Government agencies and other relevant published and unpublished data. Site visits and inspection of BML’s core handling and storage facilities at Mokopane were undertaken by Dr Frieder Reichhardt on 12 May 2011, 16 August 2012 and on 11 March 2015, the latter visit together with Anton Geldenhuys. The visits included examination of drill cores and an inspection of the Mokopane field office facilities. The Project Area containing the mineralisation is characterised by flat topography and the continuous soil cover prevents an inspection of geological exposures. 2.1 Scope of Work MSA was commissioned by BML to provide an updated CPR on the Mokopane Fe-V-Ti Project by consolidating all previously reported MREs for the AB Zone, MML, MML HW, P-Q Zone and the Phosphate Zone. The MML HW and the Phosphate Zone occur stratigraphically immediately 316

369. _____________________________________________________________________________________________________________________________ J2518: CPR and updated MRE for the Mokopane Fe-V-Ti Project Page: 54 October 2017 SPL reported the analytical results in MS Office Excel spread sheet format and forwarded the assay certificates in Adobe pdf format by electronic mail. SPL’s spread sheet with sample numbers and assay results were merged with the sample records from BML’s Sample Ledger which include the drillhole number, sample “from – to” depth, sample width and sample number details. The combined data were then electronically stored for each drillhole in a “Sample Analyses Sheet” and captured in the Maxwell DataShed database, hosted by MSA in Johannesburg. 11.5 Sample Security All drill cores were stored in stackable core trays inside the Mokopane field office (Figure 11-4), which was locked when work was not in progress. Sample pulps and coarse rejects were collected from SPL after the analyses were completed and were also stored in the field office (Figure 11-5). Only BML office and field staff had access to the rented premises which are in a relatively secure area of Mokopane. The individual sample pulps for each drillhole are kept in large plastic bags which were well labelled and sealed with cable ties. The coarse rejects were stored in labelled and sealed PP sacks. Figure 11-4 Core storage at Mokopane field office (MSA, 2015) Complete chain-of-custody documentation exists from the submission of the core samples to SPL’s Mokopane sample preparation facilities to the receipt of the pulverised sub-samples by SPL analytical laboratory in Johannesburg and the return of excess coarse-crushed and pulp material to BML’s office facilities in Mokopane. 369

491. Competent Person’s Report – Imaloto Coalfield – Bushveld Minerals Limited – 23 Oct 2017 10 Indemnity and Disclaimer The findings, results, observations, conclusions and recommendations given in this report are based on the author’s best scientific and pr ofessional knowledge as well as available information. The report is based on survey and assessment techniques which are limited by time and budgetary constraints relevant to the type and level of investigation undertaken and the author reserve the right to modify aspects of the report including the recommendations if and when new information may become available from on-going research or further work in this field, or pertaining to this investigation. Although the author exercises due care and diligence in rendering services and preparing documents, he accepts no liability, and the client, by receiving this document, indemnifies the author against all actions, claims, demands, losses, liabilities, costs, damages and expenses arising from or in connection with services rendered, directly or indirectly by him and by the use of the information contained in this document. This report must not be altered or added to without the prior written consent of the author. This also refers to electronic copies of this report which are supplied for the purposes of inclusion as part of other reports, including main reports. Similarly, any recommendations, statements or conclusions drawn from or based on this report must make reference to this report. If these form part of a main report relating to this investigation or report, this report must be included in its entirety as an appendix or separate section to the main report. 4. Property Description and Location The Imaloto project is located in south-western Madagascar, 150 km east of the coastal city of Tulear. The closest town, Benenitra, is located roughly 15 km south-west of the exploration camp, close to the south-western corner of the licence area. The mining and prospecting rights are aligned mainly along the south-flowing Imaloto River valley until its confluence with the larger, west-flowing Onilahy River, which in turn enters the Indian Ocean a few kilometres south of the city of Tulear. Access to the Project site is from Tulear along the paved road to Antananarivo (Route 7) for 70 km as far as the town of Andranovory; then by rural dirt roads for about 150 km to Benenitra; and finally by dirt track for the last 15 km to the site itself. Typical current travel time in the dry season is about seven hours. As far as Benenitra, all but one of the major rivers is crossed by sturdy, high-level, bridges; and a single river requires to be forded in the last section. In the rainy season, the track from Benenitra to site can be expected to be impassable for much of the time; and even the road from Benenitra to Andranovory will be subject to periodic closure. CMM is a Madagascan-registered company that holds numerous exploration licences covering the Imaloto coal field in the greater Sakoa basin of south-western Madagascar. 99% of CMM is owned by Lemur Investments Limited (LIL) a Mauritian subsidiary owned 100% by Lemur Resources Limited, with the remaining 1% being held by Mr. Daniel Rasoamaheinia, (a Madagascan citizen) as required by Madagascan law. 491

517. Competent Person’s Report – Imaloto Coalfield – Bushveld Minerals Limited – 23 Oct 2017 36 Figure 10: Cumulative Strip Ratio for the Imaloto Coal Project. Blocks 2, 3 and 3A are the deepest with the Main Seam on average 161, 143 and 153 m below surface respectively. Block 4 has the Main Seam on average at 97 m below surface. No Main Seam is developed in Block 5, and in Block 1, only the Main seam is present at an average depth below surface of 31 m. The structural features of the Imaloto Coal Project are shown in Figure 11 below. 517

61. and a 26 per cent. (twenty-six percent) HDSA ownership of mining assets within 10 (ten) years of the Original Charter coming into force. On 20 September 2010, the amendment of the Broad Based Socio Economic Empowerment Charter for the South African Mining and Minerals Industry was published under Notice 838 of Government Gazette 33573 purportedly in terms of section 100(2)(a) of the MPRDA (the “ 2010 Charter ”). 15 The 2010 Mining Charter Empowerment requirements for Prospecting Rights A holder of a prospecting right is not obliged to comply with the empowerment requirements of the mining charter, unless the Minister expressly requires the applicant to do so in terms of section 17(4). This is different to the grant of mining rights, where the applicant must show upfront, in relation to every mineral that the applicant is empowered and complies with the requirements of the mining charter. Empowerment requirements for Mining Rights under the 2010 Mining Charter In terms of section 23 of the MPRDA, the Minister cannot grant mining rights if the applicants do not provide information that enables the Minister to be satisfied that the granting or conversion of such rights will give effect to the section 2(d), and accordingly, the charter. The 2010 Mining Charter imposes a minimum of 26 per cent. (twenty-six percent) HDSA equity ownership to enable meaningful economic participation. The Minister will not grant a mining right if this shareholding does not exist. In 2015, the Chamber of Mines of South Africa (“ Chamber ”) instituted legal proceedings in regard to parts of the Original Charter and the 2010 Charter. The Chamber and the DMR exchanged papers in this matter but the matter was not heard in court. In 2016, the Minister published a draft version of the third Mining Charter. The Chamber directed its efforts to negotiating with the DMR on the third Mining Charter in an attempt to settle the litigation. On 15 June 2017, the Minister gazetted the Broad-Based Black Socio-Economic Empowerment Charter for the South African Mining and Minerals Industry, 2017 (the “ 2017 Charter ”), which came into effect on the same day. The Chamber has launched an urgent application to interdict the implementation of the 2017 Charter and further to review and set it aside. The urgent application has not been heard in the High Court. The DMR has filed papers in the High Court. The urgent application was due to be heard in court on 14 September 2017. However, the Minister and the Chamber reached an agreement on 13 September 2017 wherein the Minister undertook to suspend the 2017 Charter pending the outcome of review application, which is set to be heard on 13 and 14 December 2017. This undertaking was noted by the High Court of South Africa, Gauteng Division, Pretoria on 14 September 2017. On Friday, 14 July 2017 the Chamber reported that the Minister had given it a written undertaking that the 2017 Charter was not to be implemented by the Minister pending the outcome of the court application. Until then, the 2017 Charter will not be implemented and for the time being, existing holders are not required to implement any aspect of the 2017 Charter. In the event that the South African Courts uphold the 2017 Charter in its current form, then existing holders will need to comply with the requirements stipulated therein. In regard to ownership, procurement and employment equity, the 2017 Charter provides: 61

75. proportionate share of the net assets upon liquidation are initially measured at fair value. Subsequent to acquisition, the carrying amount of non-controlling interests is the amount of those interests at initial recognition plus the non-controlling interests’ share of subsequent changes in equity. Total comprehensive income is attributed to non-controlling interests even if this results in the non-controlling interests having a deficit balance. Foreign currencies Functional and presentational currency The individual financial statements of each Group company are prepared in the currency of the primary economic environment in which they operate (its functional currency). The Historical Financial Information is presented in Pounds Sterling, the functional and presentational currency of Bushveld Minerals Limited. Transactions and balances Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions or valuation where items are re-measured. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the income statement. Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the income statement within ‘finance income or costs’. All other foreign exchange gains and losses are presented in the income statement. SMC Group companies The results and financial position of all the SMC Group entities (none of which has the currency of a hyper- inflationary economy) that have a functional currency different from the presentation currency are translated into the presentation currency as follows: a) assets and liabilities for each balance sheet presented are translated at the closing rate at the date of that balance sheet; b) income and expenses for each income statement are translated at average exchange rates (unless this average is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the rate on the dates of the transactions); and c) all resulting exchange differences are recognised in other comprehensive income. Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of the foreign entity and translated at the closing rate. Exchange differences arising are recognised in other comprehensive income. Use of estimates and judgements The preparation of the financial statements in conformity with IFRS requires management to make judgements, estimates and assumptions that affect the reported amounts of assets, liabilities and contingent liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Estimates and assumptions are continuously evaluated and are based on management’s experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. However, actual outcomes can differ from these estimates. In particular, information about significant areas of estimation uncertainty considered by management in preparing the financial statements is described below: i. Decommissioning and rehabilitation obligations Estimating the future costs of environmental and rehabilitation obligations is complex and requires management to make estimates and judgements as most of the obligations will be fulfilled in the future and contracts and laws are often not clear regarding what is required. The resulting provisions are further influenced by changing technologies, political, environmental, safety, business and statutory 75

103. NOTES TO THE UNAUDITED CONSOLIDATED INTERIM FINANCIAL INFORMATION For the interim periods ended 30 June 2016 and 2017 1. Corporate information and principal activities Strategic Minerals Corporation (“SMC”), a company incorporated under the laws of Connecticut, USA, owns a 75 per cent. controlling equity interest in Vametco Holdings (Proprietary) Limited, which is the ultimate holding company of Vametco Alloys (Proprietary) Limited (“Vametco Alloys”) (together the “SMC Group”). Vametco Alloys is principally involved in the mining, processing and distribution of Vanadium products from its operations in Brits, South Africa. As at 30 June 2017, the SMC Group comprised: Equity holding and voting Country of Company rights incorporation Nature of activities Strategic Minerals Corporation N/A USA Ultimate holding company Vametco Holdings (Proprietary) Limited 75% South Africa Holding company Vametco Alloys (Proprietary) Limited 75% South Africa Mining, processing and distribution of vanadium products Vametco Properties (Proprietary) Limited 75% South Africa Property holding company EVRAZ Vametco Holdings (Proprietary) Limited directly holds 100 per cent. of the issued share capital of Vametco Alloys Proprietary Limited and indirectly holds 100 per cent. of Vametco Properties Proprietary Limited. The unaudited interim financial information is presented in Pound Sterling (£) because that is the currency the ultimate parent company, Bushveld Minerals Limited, presents its financial information on the AIM market in the United Kingdom. 2. Basis of preparation This unaudited interim financial information has been prepared in accordance with the recognition and measurement principles of International Financial Reporting Standards (“IFRS”) as adopted by the EU that are expected to be applicable to the financial statements for the year ended 28 February 2018 and on the basis of the accounting policies to be used in those financial statements. This interim financial information does not include all the information required for full annual  financial statements and accordingly, whilst the interim financial information has been prepared in accordance with the recognition and measurement principles of IFRS, it cannot be construed as being in full compliance with IFRS. The financial information contained in this announcement does not constitute statutory accounts as defined by the Companies (Guernsey) Law 2008. 3. Significant accounting policies Use of estimates and judgements The preparation of the financial statements in conformity with IFRS requires management to make judgements, estimates and assumptions that affect the reported amounts of assets, liabilities and contingent liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Estimates and assumptions are continuously evaluated and are based on management’s experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. 103

114. Responsibilities The Directors of the Company are responsible for preparing the historical financial information in accordance with International Financial Reporting Standards as adopted by the European Union. It is our responsibility to form an opinion on the historical financial information and to report our opinion to you. Basis of opinion We conducted our work in accordance with Standards for Investment Reporting issued by the Financial Reporting Council in the United Kingdom. Our work included an assessment of evidence relevant to the amounts and disclosures in the historical financial information. It also included an assessment of significant estimates and judgments made by those responsible for the preparation of the financial information and whether the accounting policies are appropriate to the entity's circumstances, consistently applied and adequately disclosed. We planned and performed our work so as to obtain all the information and explanations we considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the historical financial information is free from material misstatement whether caused by fraud or other irregularity or error. Our work has not been carried out in accordance with auditing or other standards and practices general accepted in any jurisdiction other than the United Kingdom and accordingly should not be relied upon as if it has been carried out in accordance with those other standards and practices. Opinion In our opinion, the historical financial information gives, for the purposes of the Admission Document, a true and fair view of the state of affairs of BVL as at the date stated and of its results, cash flows and changes in equity for the period then ended in accordance with International Financial Reporting Standards as adopted by the European Union. Declaration For the purposes of part (a) of Schedule Two to the AIM Rules for Companies we are responsible for this report as part of the Admission Document and declare that we have taken all reasonable care to ensure that the information contained in this report is, to the best of our knowledge, in accordance with the facts and contains no omission likely to affect its import. This declaration is included in the Admission Document in compliance with item 1.2 of Annex I and item 1.2 of Annex III of Appendix 3.1.1 of the Prospectus Rules as applied by part (a) of Schedule Two to the AIM Rules for Companies. Yours faithfully RSM Corporate Finance LLP Regulated by the Institute of Chartered Accountants in England and Wales RSM Corporate Finance LLP is a limited liability partnership registered in England and Wales, registered no. OC325347. A list o f the names of members is open to inspection at the registered office 25 Farringdon Street London EC4A 4AB 114

133. (ii) where the default shares re present at least 0.25 per cent. of the number of shares in issue of the class concerned: (A) any dividend, or part thereof or other monies which would otherwise be payable on or in respect of the shares shall be withheld by the Company, which shall not have any obligation to pay interest on it, and the Shareholder shall not be entitled to elect, in the case of a scrip dividend, to receive shares instead of that dividend; and (B) no transfer, other than an approved transfer, of any of the default shares held by the member shall be registered. (vii) Return of capital Subject to any preferred, deferred or other special rights, or subject to such conditions or restrictions to which any shares in the capital of the Company may be issued, on a winding- up or other return of capital, the holders of Ordinary Shares are entitled to share in any surplus assets pro rata to their holdings of Ordinary Shares. A liquidator may, with the sanction of a special resolution of the Company and any other sanction required by the Law, divide amongst the members in specie or in kind the whole or any part of the assets of the Company (whether or not the assets shall consist of property of one kind or shall consist of property of different kinds), those assets to be set at such value as he deems fair. A liquidator may also vest the whole or any part of the assets of the Company in trustees on trusts for the benefit of the members as the liquidator shall think fit. (viii) Issue of shares The Directors only have the authority to issue, or grant rights to subscribe for or to convert any security into, shares to the extent that they are so authorised by ordinary resolution from time to time. The Directors may issue shares or grant rights to subscribe for or to convert any security into shares after authorisation has expired if the shares are issued or the rights are granted, in pursuance of an offer or agreement made by the Company before the authorisation expired and the authorisation allowed the Company to make an offer or agreement which would or might require shares to be issued, or rights to be granted, after the authorisation had expired. The Company may issue shares which are to be redeemed or are liable to be redeemed at the option of the Company or the Shareholders. Subject to the provisions of the Law and the rights of holders of any class of shares, the Company may purchase its own shares, including redeemable shares, and the board may determine the terms, conditions and manner of such redemption. (ix) Pre-emption rights There are no rights of pre-emption under the Articles in respect of transfers of issued Ordinary Shares. Unless the Company has by special resolution resolved otherwise (and subject to certain exceptions set out in the Articles), the Company may not issue equity securities for cash to any person unless: 1. it has made an offer to each person who holds Ordinary Shares in the Company to issue to him on the same or more favourable terms a proportion of those securities which is as nearly as practicable equal to the proportion of the total issued Ordinary Shares represented by the Ordinary Shares held by such holder; and 2. the period during which any such offer may be accepted has expired or the Company has received notice of the acceptance or refusal of every offer so made. (x) General meetings An annual general meeting of the Company shall be held in each calendar year within a period of not more than 6 months after the accounting reference date at such time and place as may be determined by the Directors. All annual general meetings will be held in Guernsey unless the Directors say otherwise. The Directors may convene a general meeting whenever they think fit. General meetings shall also be convened on a requisition of the members of the Company as provided for by the Law or, if the Directors fail to convene a general meeting within twenty one days from the date of 133

191. J3727 Bushveld Minerals Ltd_Vametco CPR Update_RSA Page: 18 Figure 4-2 Vametco Mining Actual Production (2014 - 2017 Sep) Source: Vametco (2017) Historically with the availability of slag, waste stripping was not prioritised which resulted in limited ore being exposed. During the twelve months period commencing July 2014 waste stripping had been increased in an attempt to have more ore expo sed. This initiative paid off during the periods of low pricing and the non-availability of slag reducing mining costs while maximising magnetite production. The current mining operating philosophy in 2018 is to increase the waste stripping during elevated price environments ensuring sufficient ore is available at all times for the processing plant in low pricing periods. Figure 4-3 Vametco Actual Plant Production (2014 - 2017 Sep ) Source: Vametco (2017) Figure 4-3 depicts historical Magnetite and Nitrovan® equivalent production volumes. During the toll processing of slag, Modified Vanadium Oxide (“MVO”) volumes were despatched to Evraz for conversion to FeV. The Nitrovan® production volumes are relatively constant on average around 250 tV per month ensuring a sustainable supply to Vametco’s customers, the balance being MVO shipped for FeV conversion. 191

159. J3727 Bushveld Minerals Ltd_Vametco CPR Update_RSA Page: iii Executive Summary Introduction The MSA Group (Pty) Ltd (“MSA”) has been appointed by Bushveld Minerals Limited (“BML” or “The Company”) to provide an independent Competent Person’s Report (“CPR”) on the Company’s vanadium mine property (Bushveld Vametco Holdings (Pty) Ltd (“Vametco”) located in the North- West Province of the Republic of South Africa, in which the Company holds, or has the right to, a 26.6 % indirect interest. The Company also holds interests in additional vanadium exploration properties adjacent to or near the mine in North West and Gauteng provinces, or other indirect interests in terms of Joint Venture Agreements with third parties. BML is a mineral exploration and development company listed on the Alternative Investment Market (“AIM) market of the London Stock Exchange. MSA understands that BML is currently seeking to acquire 55 % of the issued share capital of Vametco from Yellow Dragon Holdings (the “Acquisition”). Following the Acquisition, the Company’s indirect interest in Vametco will increase to 59.1 %. MSA is acting as BML’s Competent Person as defined by the rules of the London Stock Exchange, governing the admission of securities to AIM (the “AIM Rules”) and the Guidance Note for Mining, Oil and Gas Companies of the London Stock Exchange dated June 2009 (“AIM Guidance Notes”) in relation to the proposed Acquisition. MSA understands that this CPR will be included as part of an AIM admission document to be published by Bushveld Minerals Limited (the “Admission Document”). The CPR has been prepared: x in accordance with the AIM Note for Mining and Oil & Gas Companies (2009) published by the London Stock Exchange; x in compliance with and to the extent required by the Australian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (2012) published by the Joint Ore Reserves Committee of the Australasian Institute of Mining and Metallurgy, the Australian Institute of Geoscientists and Minerals Council of Australia (the "JORC Code"); and x in respect of the valuation of reserves, the Australasian Code for the Technical Assessment and Valuation of Mineral and Petroleum Assets and Securities for Independent Export Reports (2015 Edition) (the "VALMIN Code"). For the purposes of the AIM Rules for Companies, MSA is responsible for this CPR as part of an Admission Document and declares that it has taken all reasonable care to ensure that the information contained in this CPR is, to the best of its knowledge, in accordance with the facts and contains no omission likely to affect its import. MSA consents to the inclusion of this CPR, and reference to any part of this CPR, in the Admission Document. This report replaces the previous Competent Person’s Report completed by VBKOM (Pty) Ltd (“VBKOM”), dated 13 April 2016. No additional geological information or drillholes were added since then, although a number of historical drillholes with assay information that was determined to be incorrect have been removed from the statistical calculation of the Mineral Resource and Ore 159

356. _____________________________________________________________________________________________________________________________ J2518: CPR and updated MRE for the Mokopane Fe-V-Ti Project Page: 41 October 2017 VK1 and VK3 were drilled as stratigraphic holes in the hanging wall and footwall of the P-Q Zone to confirm that no further Ti-magnetite layers and/or VTM-enriched zones of potential economic interest occur between the MML and the P-Q Zone and above the P-Q Zone. As established in the stratigraphic CGS drillhole BV-1, drillholes VK1 and VK3 intersected Ti- magnetite gabbros and several generally narrow Ti-magnetite layers. The stratigraphic intervals intersected in VK1 and VK3 are not material to this report and the drillholes are therefore excluded.  Phase 4 – Target Drilling (March 2011 – August 2011) Diamond drilling during Phase 4 consisted of nine holes targeting the P-Q Layers and the footwall and hanging wall sequence with disseminated VTM mineralisation and two holes targeting the MML with a total drill length of 2,651.82 m for the 11 holes. Of the nine P-Q drillholes, six were drilled at regular intervals of 500 m to 600 m along strike to delineate the lateral continuity of the P-Q Zone at relatively shallow depths, while three drillholes were spaced at horizontal distances of 1,000 m to 1,200 m to establish the down-dip continuity of the P-Q Zone. Two further holes SN1 and SN2 with a total metreage of 410.14 m were drilled on the farm Schoonoord. The two holes intersected the P-Q Zone and were logged but not sampled or assayed at the time. The two MML holes (VL5 and VK5) were spaced approximately 2,000 m apart to document the lateral continuity of the latter mineralisation beyond the position of the MML established during the 2010 drilling campaign. All 11 drillholes drilled on the farm Vliegekraal during the 2011 drill programme intersected the targeted VTM mineralisation and the results were used together with the three drillholes from the initial 2010 drill campaign for the Mineral Resource estimate conducted by MSA in November 2011.  Phase 5 – Infill and Strike Extension Drilling (May 2012 – November 2012) During 2012, a further 51 diamond holes totalling 3,490.95 m were drilled on the farms Vliegekraal, Vriesland and Malokong. Of these, 13 holes totalling 927.49 m were drilled on the MML, of which nine holes intersected mineralisation while three holes were drilled into the footwall to the MML. One shallow hole was drilled into the hanging wall of the MML. These drillholes were spaced at regular intervals of approximately 600 m along strike and four holes were positioned to obtain intersections further down dip. Five drillholes totalling 1,525.39 m were drilled to obtain deep intersections of the N-Q Zone. The holes were sited at intervals of approximately 500 m along strike. A total of 33 holes, totalling 1,038.07metres, were drilled on five lines with a nominal strike spacing of 500 m with the aim of intersecting the weathered portion of the P-Q Zone. Of these 33 drillholes, 13 holes intersected portions of the weathered P-Q Zone, while nine holes were 356

344. _____________________________________________________________________________________________________________________________ J2518: CPR and updated MRE for the Mokopane Fe-V-Ti Project Page: 29 October 2017 7.4.2 Main Ti-Magnetite Layer (MML) The MML mineralised zone occurs near the base of the Upper Zone and consists of an upper VTM-rich interval (MAG3) which is separated from the lower VTM-rich interval (MAG4) by a VTM- poorer leucogabbronorite parting (Figure 7-12), similar to that intersection in BV-1 (Figure 7-6). The MML was intersected in 17 vertical drillholes in the Project Area and ranges in drilled thickness from 7.9 m to 11.3 m. The average true thickness of the MML is 9.8 m. The position of the holes in relation to the AB Zone (east of MML), MML and P-Q Zone is shown in Figure 7-11. The MAG3 and MAG4 are composite layers, each consisting of bands of VTM-rich to massive VTM intervals alternating with VTM-poor sections. MAG3 and MAG4 are invariably separated by a VTM-poor “parting” (Figure 7-12) which has a thickness of about 2.3 m while the drilled thickness for the entire MML package (MAG3, MAG4 and parting) is in the order of 8 m to 11 m. Figure 7-11 Position of 121 diamond holes drilled by BML in the Project Area (BML, 2015) The entire MML package has an average vanadium content of approximately 1.3% V 2 O 5 and the massive VTM bands MAG3 and MAG4 average approximately 1.5% V 2 O 5 . These values compare favourably with the reported V 2 O 5 grades from the Mapochs Mine in the Eastern Limb (see Section 6). A geological log and compositional variation of Fe 2 O 3 , TiO 2 and V 2 O 5 through the MML are shown in Figure 7-13 for drillhole VL5. 344

345. _____________________________________________________________________________________________________________________________ J2518: CPR and updated MRE for the Mokopane Fe-V-Ti Project Page: 30 October 2017 Figure 7-12 Example of MML (MAG3 - Parting - MAG4 from drillhole VK5 (126 m – 135.4 m) (MSA, 2011) Note: The Main Magnetite Layer (MML) comprises the semi-massive to massive MAG3 (upper) and MAG4 (lower) layers and the VTM-poor leucogabbronorite parting. The base of each arrow indicates top and bottom contacts and drill core sampling intervals of the MAG3 and MAG4 layers. Core diameter is 4.8 cm Figure 7-13 Fe 2 O 3 , TiO 2 and V 2 O 5 profile through MML in drillhole VL5 (98.2 m – 106.9 m) (BML, 2011) Note: Above element concentrations were assayed from continuous ±50 cm long drill core samples. The 8.7 m is the apparent thickness in the drillhole and not corrected for dip Isolated to weakly disseminated sulphides (1% to 2% visible sulphide) occur throughout the MML and are usually more evident in the leucogabbronorite partings and towards the base of the MML. Average Ni and Cu concentrations within the MML are generally below 1,000 ppm (<0.1%) and PGM values are below 50 ppb. Phosphorus-bearing minerals, e.g. apatite, were not observed; this was geochemically confirmed by P 2 O 5 concentrations of <100 ppm (<0.01% P 2 O 5 ). 345

371. _____________________________________________________________________________________________________________________________ J2518: CPR and updated MRE for the Mokopane Fe-V-Ti Project Page: 56 October 2017 VK2 (139 samples), VK4 (135 samples) and VK5 (181 samples), drilled during the initial exploration campaign in 2010, were submitted to SPL before a full suite of CRMs were routinely inserted. The control samples were inserted as part of a continuous sample number sequence and the laboratories were unaware which samples were QAQC samples and what their composition was. This allowed for monitoring of the sample preparation procedure as well as monitoring the accuracy and precision of analyses. Based on industry best practice, CRMs and quartz blanks were inserted into batches at a frequency of approximately 5% of the routine samples. Excess coarse crushed material and drill core duplicates were submitted to SPL to test the repeatability of the original assay results at a rate representing 5% of all routine samples. QAQC samples therefore constituted 15% of all samples analysed. Additional tests were performed to assess the consistency of the assay results. The V 2 O 5 versus Fe 2 O 3 concentrations and Fe 2 O 3 + TiO 2 versus SG generally follow tightly constrained trends as shown in the X-Y plots in Figure 11-6 and Figure 11-7. These plots display 1639 samples from 21 drillholes with MML and MML HW analyses including four holes with assay data from the P-Q Zone. The results show the expected compositional patterns and a very good overall data integrity has therefore been achieved. Figure 11-6 V 2 O 5 vs Fe 2 O 3 plot to confirm data integrity and consistency (MSA, 2015) Note: samples in red ellipsoid are from 3 narrow units within the MML which are unusually depleted in TiO 2 ; Chemical modifications are generally very localised and have been observed at various depths in other parts of the Northern Limb MML MML HW N to Q2 units Q3 unit 371

372. _____________________________________________________________________________________________________________________________ J2518: CPR and updated MRE for the Mokopane Fe-V-Ti Project Page: 57 October 2017 Figure 11-7 Fe 2 O 3 and TiO 2 vs SG plot to confirm data integrity and consistency (MSA, 2015) Note: Samples in the blue circle are from strongly weathered surface material (generally 0 m to 3 m deep and occasionally up to 6 m). SG determination by gas pycnometry is not a suitable method to determine the in-situ density due to the porous nature of the weathered material Sample cluster circled in red represents pyroxene-rich lithologies that have a higher SG compared to non-mineralised norite or gabbro CRM, blank and duplicate sample compositions were plotted to evaluate the acceptability of the individual batches. Failures did occur, mostly relating to errors in the reporting of SG values and several cases of sample number switches were suspected. On request by MSA, SPL examined the anomalous assays and re-analysed the failed samples. However, due to a considerable sample mix-up in two of the 10 batches for duplicate analyses, it was decided to exclude 16 sample pairs from the QC exercise because the integrity of the re-numbered duplicate sample material was in doubt. All other suspected sample switches and SG failures were confirmed and the re- determined SG and re-assay results produced acceptable values. No further action was taken or required. As an additional QA/QC measure, BML has adopted a set of documented standard operating procedures (“SOP”). These protocols cover all aspects of the exploration programme and are designed to ensure best practice and, ultimately, integrity of data. A detailed assessment for all control samples submitted in batches from the MML and P-Q Zone up to March, 2013 has been presented in the report “JORC Competent Person’s Report and Mineral Resource Estimate for the Fe-V-Ti Project, Limpopo Province, South Africa”, dated 12 April, 2013. The results for the additional QA/QC samples used for the updated P-Q Zone, the Phosphate Zone and the MML HW are discussed below. 11.6.1 Blanks A total of 235 blank samples were submitted to monitor inadvertent contamination of samples. Washed river sand was used for 115 blank samples during 2010 and 2011, 67 AMIS0108 and 53 AMIS0305 certified blanks were inserted in the 2012 to 2014 drilling campaigns. The results for 372

375. _____________________________________________________________________________________________________________________________ J2518: CPR and updated MRE for the Mokopane Fe-V-Ti Project Page: 60 October 2017 Figure 11-10 Control Chart for Blank CRM Samples for P 2 O 5 (MSA, 2015) 11.6.2 Duplicates Field duplicates taken during the 2010 and 2011 sampling campaign were created by the splitting of excess coarse-crushed drill core material and quartered drill core. Pulp duplicates between 2012 and 2014 were created by the splitting of excess pulp material which was re- bagged and re-submitted with new sample numbers to SPL. A total of 230 duplicate samples were submitted and analysed by SPL as 10 individual batches rather than inserted into the normal sample stream. The objective of the duplicate samples is to monitor sample preparation and analytical precision. Results for field duplicate sample pairs are shown in Figure 11-11 to Figure 11-15 for Fe 2 O 3 , TiO 2 , V 2 O 5 and P 2 O 5 by fused disk XRF analyses and SG by gas pycnometry. The duplicate- original sample pairs are generally within the ±10% limits with occasional exceptions and a good reproducibility was thus achieved by SPL for XRF analyses. A total of 16 sample pairs from two of the 10 batches were excluded from this exercise due to an obvious mix-up of sample material during the re-bagging and re-numbering procedure of the original sample pulps. TiO 2 shows a systematic negative bias (under-reporting) in the repeat analyses at concentrations between 0% and 14% TiO 2 when compared to the original analyses (Figure 11-12). SPL confirmed in writing that the calibration setting on the XRF was changed in May 2012 which is causing the discrepancies in element concentration between batches analysed before and after this date. SPL could not clarify which of the two sets of analyses are more accurate and because the difference only exceeds 20% below values of about 7% TiO 2 no further action was taken. TiO 2 concentrations below 7% will have to be verified as part of the metallurgical test work. 375

403. _____________________________________________________________________________________________________________________________ J2518: CPR and updated MRE for the Mokopane Fe-V-Ti Project Page: 88 October 2017 sharp break in the P 2 O 5 grade profile upwards through the drillhole. A single layer was modelled for the phosphate enriched zone. Consistent with the P-Q Zone MRE on the VTM, the modelled surface for the northern farms (Vliegekraal and Malokong) were extrapolated to 400 m below surface, but only the portion to a vertical depth of 300 m has been considered in the southern area (Schoonoord and Bellevue) due to the topographic feature to the west of the inferred sub-outcrop position of the P-Q Zone. Similar to the P-Q Zone, an approximately 1,200 m long strike section, overlain by a thick diabase sill forming a prominent hill at the boundary of the farms Vliegekraal and Schoonoord, was excluded from this estimate. The dimensions of the parent block model are 100 mY (northing) by 20 mX (easting) by 4 mZ (height), a relatively short distance being used in the X direction to account for the dip of the mineralised zone so that the modelling is able to replicate the strata-form nature of the mineralisation. Sub-celling of the parent blocks to 25 mN by 5m X by 1m Z was then applied in order to achieve optimal block model fitting into the wireframes. 14.3.3 Grade Estimation Exploratory data analysis was undertaken on the raw data within the defined phosphate-rich zone, this being taken as the interval from the base of HWM to the position where the P 2 O 5 grade decreased to below 2.5%. Statistical analysis was conducted on the Phosphate Zone after compositing the data to 1 metre lengths using length and density weighting. Owing to the large drillhole separation along strike, lateral variography did not yield meaningful results. Inverse distance weighting to the power of 2 (IDW-2), was used for the grade estimation. The search ellipses were rotated in order to match the dip angle (±20°) and westerly dip direction of the wireframes. Estimates used a search volume of 800 m (X) by 800 m (Y) by 10 m (Z) to source a minimum number of 10 composited samples. Where enough composites could not be sourced in this search volume, the search was progressively expanded to ensure sufficient samples for a reasonable estimate were sourced. A dynamic search was used that locally alters the direction of the search ellipse according to the wireframe dip and strike. 14.3.4 Mineral Resource Tabulation The Mineral Resource has been constrained in the same way as for the P-Q Zone VTM MRE to a vertical depth limited to 400 m below surface in the northern farms and 300 m in the southern farms. A geological loss of 10% was applied due to occurrences of dykes, sills, granitic veins and other disruptive geological features, these being more prevalent in the phosphate zone than in the P-Q zone. Consistent with the VTM estimate, the mineralisation was limited in extent along strike and dip due to the presence of the ridge to the west of the P-Q Zone. Due to the high stripping ratio created by the ridge, it forms a natural barrier in terms of viable extraction in an opencast mine scenario. A cut-off grade of 3% P 2 O 5 was used to report the mineralisation. The estimated blocks selected above this grade threshold form a cohesive zone of mineralisation. 403

455. ______________________________________________________________________________________________________________________________ J2518: CPR and updated MRE for the Mokopane Fe-V-Ti Project Page: 140 October 2017 approximately 45 m thick zone based on a cut-off grade of 3% P 2 O 5 . The estimated Mineral Resource blocks selected above this grade threshold form a cohesive zone of mineralisation but, like the P-Q Zone, are also split into a northern and southern sector by a prominent hill of diabase at the boundary between the farms Vliegekraal and Schoonoord. The Inferred Mineral Resource for the Phosphate Zone is reported in conjunction with the Mineral Resource of the underlying P-Q Zone as these form part of the same project. The economic viability of extracting value from the Phosphate Zone is dependent on the extraction of the P-Q Zone. 17.4 MML and MML HW A total of 17 diamond drill holes were used to model and estimate the three individual layers of the MML and the 14 MML HW layers on the farms Vliegekraal 783LR and Vriesland 781LR in order to define a Mineral Resource. An average true width of approximately 82 m has been estimated for the combined MML + MML HW package, although only those layers averaging ≥0.3% V 2 O 5 are reported as Indicated or Inferred Mineral Resource. The Inferred MML HW Mineral Resource is reported in conjunction with the Indicated MML Mineral Resource as these form part of the same project. The economic viability of extracting value from the MML HW is dependent on the extraction of the MML. An average true width of 9.8 m and westerly dips of 18° to 24° have been calculated for the combined MML which includes the VTM-poor parting. The MML can generally be categorised as an Indicated Mineral Resource down to a vertical depth of 120 m below surface. The prospects for eventual economic extraction are limiting factors to declare any Mineral Resource for the MML beyond a depth of 120 m. 17.5 AB Zone The AB Zone represents the lowermost accumulation of abundant VTM and has been subdivided into three layers defined by geological logging and V 2 O 5 grade. The mineralised units may contain one or two narrow layers (<40 cm) of semi-massive to massive VTM and have an average dip of 21° to the west with a combined average true thickness of approximately 9.3 m. The AB Zone was intersected in 13 diamond drill holes from which the three southernmost holes (AB05, VL37 and VL38) on Vriesland intersected an 18 m to 20 m thick VTM mineralised package with a gradual upwards increase in VTM and pervasive sulphides that, without additional drilling, cannot be unambiguously correlated with the AB Zone in the south-central portion of Vriesland. The AB Zone has been classified as an Inferred Mineral Resource due to the limited number of drillhole intersections, the generally gradual and irregular contacts and the lack of distinct lithological marker horizons. The Mineral Resource is reported to a vertical depth of 120 m below surface and is reported per layer at a cut-off-grade of 0.30% V 2 O 5 . 455

60. mining right, mining permit or retention permit for the mineral and land in respect which such application is made. 12 Enforceability of relevant mining legislation in protecting ownership In regards to enforceability of relevant mining legislation in protecting ownership mining assets and relevant licenses, the relevant provisions for the suspension or cancellation of rights, permits and permissions conform to international requirements in specifying the criteria for suspension and cancellation and in requiring notice and affording an opportunity to remedy. In this regard, and in the event of a non-compliance by the holder of a right, the DMR will issue a compliance notice (or directive) in terms of section 93 of the MPRDA ordering a holder to take immediate rectifying steps or suspend or terminate mining operations. In the event that a holder continues with the non-compliant action the Minister may give written notice to the holder in terms of section 47 of the MPRDA indicating its intention to cancel or suspend the right and afford the holder a reasonable opportunity to show why the right, permit or permission should not be suspended or cancelled. Only once the Minister has afforded a holder with the reasonable opportunity may a right be cancelled or suspended. 13 Access to Land Section 5 of the MPRDA prescribes that a right holder may access the land to which their right relates, together with their employees, and erect machinery, equipment or structures as is necessary to conduct operations in terms of the right. Further the right holder may conduct any activity on the land necessary to effectively mine in terms of the right including the use of water subject to the National Water Act, 1998. In terms of section 5A of the MPRDA a right holder is not entitled to mine on the land without first providing the landowner (where the right holder is not the landowner) with 21 (twenty one) days’ notice before the commencement of operations. 14 Mining Charter Section 2(d) of the MPRDA states that the objects of the MPRDA are to substantially and meaningfully expand opportunities for historically disadvantaged South Africans (“ HDSAs ”) to enter into and actively participate in the mineral and petroleum industries and to benefit from the exploitation of the nation’s mineral and petroleum resources. Without adherence to section 2(d) of the MPRDA, no person may be granted a mining title in South Africa to mine from the heritage of the nation. Section 100(2)(a) of the MPRDA is the empowering provision in terms of which the Minister was required to develop the Mining Charter. It provides that: “To ensure the attainment of Government’s objectives of redressing historical, social and economic inequalities as stated in the Constitution, the Minister must within six months from the date on which this Act takes effect develop a broad-based socio-economic empowerment Charter that will set the framework, targets and time-table for effecting the entry of historically disadvantaged South Africans into the mining industry, and allow such South Africans to benefit from the exploitation of mining and mineral resources.” The language of section 100(2)(a) clearly reflects that the Mining Charter is meant to set the framework targets and timetable for effecting entry of HDSAs into the mining industry and impose justiciable obligations on holders of mining titles. The Minister, representing Government and representatives of the Mining Industry and the representatives of the trade unions signed a charter in 2002. On 13 August 2004, this charter was gazetted as the charter contemplated in s100(2)(a) of the MPRDA and the Mining Industry and all stakeholders accept it as such (the “ Original Charter ”). Mining right holders were initially required to comply with Original Mining Charter for effecting entry of HDSAs into the mining industry. Specifically, each mining company was required to achieve 15 per cent. (fifteen percent) HDSA ownership of mining assets within 5 (five) years of the Original Charter coming into effect 60

136. (xii) Disclosure of interests in shares The Disclosure and Transparency Rules do not apply to the Company but provisions similar to Chapter 5 thereof are incorporated into the Articles, and accordingly the voteholder and issuer notification rules set out in DTR5 apply to the Company and each holder of Shares in the Company. 5.3 Other relevant laws and regulations (a) Takeovers (i) The Company is subject to Takeover Code and the Panel has statutory powers to enforce the Takeover Code. Under Rule 9 of the Takeover Code, a person who acquires, whether by a single transaction or by a series of transactions over a period of time, shares which (taken with shares held or acquired or acquired by persons acting in concert with him) carry 30 per cent. or more of the voting rights of a company, such person is normally required to make a general offer to all shareholders of that company at not less than the highest price paid by him or them or any persons acting in concert during the offer period and in the 12 months prior to its commencement. (ii) Pursuant to Part XVIII of the Law, where a takeover offer (being an offer within the meaning of section 337 of the Law) has been accepted by shareholders comprising not less than 90 per cent. in value of the shares affected by the offer, the offeror may give a compulsory acquisition notice to any dissenting shareholder who has not accepted the offer, stating that he wishes to acquire the shares held by that dissenting shareholder, and thereafter will be entitled to so acquire those shares on the same terms as the general offer. (iii) Other than the protections afforded to Shareholders in the Company under the Takeover Code (as described above) there are no controls in place to ensure that any shareholder having a controlling interest in the Company does not abuse that interest. (iv) Neither the Directors or the Company are aware of any arrangements in place which may result in a change of control of the Company. (b) Disclosure and Transparency Rules As noted in 5.2 (xii) above, the Disclosure and Transparency Rules do not apply to the Company but similar provisions have been incorporated in the Articles. 6 Directors’ and other interests 6.1 The interests of the Directors (including the interests of their spouses and infant children and the interests of any of their related parties (as defined in the AIM Rules for Companies), all of which are beneficial, in the issued share capital of the Company, as at 29 November 2017, being the latest practicable date prior to publication of this document, and as they are expected to be immediately following Admission are as follows: On 29 November 2017 On Admission Ordinary Ordinary Name Shares per cent. Shares per cent. Ian Watson 540,000 0.07 540,000 0.06 Fortune Mojapelo 5,580,000* 0.69 5,580,000* 0.65 Anthony Viljoen 5,746,667* 0.71 5,746,667* 0.67 Geoff Sproule 1,500,000 0.19 1,500,000 0.17 Jeremy Friedlander –––– * Fortune Mojapelo and Anthony Viljoen collectively own 8,160,000 shares through their joint partnership in VM Investment Company (Pty) Limited 6.2 Save as disclosed in paragraph 6.1 above, none of the Directors has any interests in the share capital or loan capital of the Company or any of its subsidiaries nor does any related party of the Directors (within the meaning of sections 820 to 825 of the Companies Act) have any such interests, whether beneficial or non-beneficial. 136

350. _____________________________________________________________________________________________________________________________ J2518: CPR and updated MRE for the Mokopane Fe-V-Ti Project Page: 35 October 2017 Figure 7-17 Fe 2 O 3 , TiO 2 and V 2 O 5 profile through the N-Q Zone in drillhole VK7 (52 m – 147 m) (BML, 2013) Note: Above element concentrations were assayed from continuous 0.5 m to 1.0 m long drillhole core samples. The display ed thicknesses of the individual units are drillhole lengths and are not corrected for dip angle 7.4.3.1 P-Q Zone in the weathered profile A total of 15 holes were drilled between 2010 and 2013 in order to intersect the P-Q Zone well below the weathered zone. In order to evaluate the characteristics of the P-Q Zone in the weathered horizon (shallower than 30 m depth), 33 shallow holes were drilled on five east-west orientated lines which were 500 m apart in a north-south direction. The holes on each line were drilled at close intervals starting at the inferred subcrop position of the footwall of the P-Q Zone. Of these 33 drillholes, totalling 1,038.07 metres, 13 holes intersected stratigraphic portions of the P-Q Zone and eight holes intersected the weathered footwall interval to the P-Q Zone containing the N and O Layers. A further 11 holes were drilled in the hanging wall portion of the N-Q Zone and did not intersect Ti-magnetite mineralisation. The drill cores of four holes were used for metallurgical test work. The various stratigraphic layers of the P-Q Zone were observed in the 13 holes that intersected weathered portions of the P-Q Zone. Primary magmatic textures remain identifiable in the weathered material as illustrated in Figure 7-18. 350

389. _____________________________________________________________________________________________________________________________ J2518: CPR and updated MRE for the Mokopane Fe-V-Ti Project Page: 74 October 2017 13.4 Other Metallurgical Work Following initial test work in 2014 by SGS laboratories, Johannesburg (“SGS”) using a Davis Tube setup, subsequent tests were undertaken by SGS with Low-intensity Magnetic Separation (“LIMS”) to assess the VTM recovery. This work was specifically done for the MML HW material which generally contains disseminated VTM resulting in substantially lower whole rock V 2 O 5 concentrations compared to the massive portions of the MML. The LIMS tests showed that a sample with a 0.3% V 2 O 5 whole rock content can be upgraded to a VTM concentrate with a grade of approximately 1.5% V 2 O 5 . Furthermore, test work was done in 2014 by SGS to assess the beneficiation of phosphate mineralisation within the hanging wall succession of the P-Q Zone. The processing route involved milling and magnetic separation which resulted in an increase in the head grade from 3.8% P 2 O 5 to 5.7% P 2 O 5 and an apatite recovery of 78%. This pre-concentrate was then subjected to three-stage flotation (rougher, cleaner and re-cleaner) which produced apatite concentrates ranging between 36% and 39% P 2 O 5 with an apatite recovery of 68% and an overall recovery of apatite for this process of approximately 53% (Figure 13-2). Figure 13-2 Flow Sheet for recovery of apatite (P 2 O 5 ) for Phosphate Zone (SGS, 2014) 389

398. _____________________________________________________________________________________________________________________________ J2518: CPR and updated MRE for the Mokopane Fe-V-Ti Project Page: 83 October 2017 14.2.3 Grade Estimation Statistical analysis was undertaken on the P-Q Zone, utilising drillhole data within the respective wireframes. Owing to the large drillhole separation along strike, lateral variography did not yield meaningful results. Inverse distance weighting, to the power of 2 (IDW-2), was used for the grade estimation. The search ellipses were rotated in order to match the dip angle (±20°) and westerly dip direction of the wireframes. Estimates using a search volume of 800 m (X) by 800 m (Y) by 20 m (Z) and a minimum number of two composited samples were considered for classification as Inferred Mineral Resource. The Mineral Resource was constrained to a maximum vertical depth of 300 m below surface. 14.2.4 Mineral Resource Tabulation No geological losses were applied for the P-Q layers. Occurrences of dykes, faults and other disruptive geological features within the P-Q layers are poorly-defined due to the wide spacing of the drillholes. A cut-off grade of 35% Fe 2 O 3 was applied to the PFWDISS and PMAG layers because the average Fe 2 O 3 concentration in these layers is below 40% Fe 2 O 3 and the two layers therefore contain significant portions below the cut-off grade of 35% Fe 2 O 3 . No cut-offs were applied to the massive to semi-massive Ti-magnetite layers (Q3, Q2 and Q1) as these layers contain mineralisation in excess of 40% Fe 2 O 3 and can potentially be mined as a composite unit. For the purpose of Mineral Resource reporting, the PQPART layer (between PMAG and Q1) was not declared as part of the Mineral Resource. The average Fe 2 O 3 content in this layer is less than 35%, and the PQPART is therefore regarded as waste. The diabase hill at the boundary between the farms Schoonoord and Bellevue resulted in an approximately 1,200 m wide gap in the modelling of the P-Q Zone over the entire Project Area and the Mineral Resource is therefore only presented for the farms Schoonoord and Bellevue and not combined with the MRE for the farms Vliegekraal and Malokong. The Mineral Resource was prepared in accordance with the guidelines of the 2012 Edition of the JORC Code and was separated, on request by BML, into intervals of between surface and 200 m vertical depth (Table 14-13), surface and 300 m vertical depth (Table 14-14) and vertical depths of 200 m to 300 m in Table 14-15. 398

460. ______________________________________________________________________________________________________________________________ J2518: CPR and updated MRE for the Mokopane Fe-V-Ti Project Page: 145 October 2017 20 DATE AND SIGNATURE PAGE The undersigned, Frieder Johannes Reichhardt, compiled Sections 1 to 13 inclusive and Sections 15 to 19 of this technical report, titled “JORC Competent Person’s Report and Mineral Resource Estimate for the Mokopane Fe-V-Ti Project, Limpopo Province, South Africa”, with an effective date of 15 October 2017 in support of the public disclosure of technical aspects of the Mokopane Property. Signed, .............................................. Frieder Johannes Reichhardt 28 October 2017 ------------------------------------------------------------------------------------------------------------------- The undersigned, Jeremy Witley, compiled Section 14 and contributed to Sections 1 and 19 of this technical report, titled “JORC Competent Person’s Report and Mineral Resource Estimate for the Mokopane Fe-V-Ti Project, Limpopo Province, South Africa”, with an effective date of 15 October 2017, in support of the public disclosure of technical aspects of the Mokopane Property. Signed, .............................................. Jeremy Witley 28 October 2017 460

534. Imaloto Coal Project Page 13 of 23 Telephone: + 61 (0)8 9481 1198 www.lemurresources.com Suite 1, Ground Floor, 83 Havelock Street Facsimile: + 61 (0)8 9486 1258 ABN 147 241 361 West Perth WA 6005 E-mail: info@lemurresources.com ASX Code: LMR Australia Figure 3C: North-South Cross-section for the Imaloto Coal Project. 534

48. landowners are concluded. The timing of any cash outflow is also currently unknown. Any cash outflow in respect of surface rights may significantly reduce the cash resources available to the Enlarged Group. However the Directors are of the opinion that the working capital available to the Company and the Enlarged Group will be sufficient for its present requirements, that is for at least twelve months from the date of Admission. Customer concentration The top 10 customers accounted for 34 per cent., 35 per cent., 27 per cent. and 48 per cent. of revenue for Vametco in FY2014, 2015, 2016 and YTD2017. Whilst no individual customer accounted for over 10 per cent. of sales, three customers accounted for over 5 per cent. of sales with Tata Steel accounting for 8.6 per cent. of sales. Whilst Tata Steel has been a customer of Vametco for over 35 years, there is no contract in place with Tata Steel with individual purchase orders placed for each sale and for each entity of the Tate Steel group, including Tata Steel UK. The management of Vametco plan to negotiate a contract in the near term. Operational Targets The operational targets of the Group will be subject to the completion of planned operational goals on time and according to budget, and are dependent on the effective support of personnel, systems, procedures and controls. Any failure of these may result in delays in the achievement of operational targets with a consequent material adverse impact on the business, operations and financial performance of the Group. It is, therefore, possible that exploration and mining activity levels might fluctuate. Unscheduled interruptions in the Group’s operations due to mechanical or other failures or industrial relations related issues or problems or issues with the supply of goods or services could have a serious impact on the financial performance of those operations. Operating History Despite the operating history of some of its wholly and partly owned subsidiaries, certain mineral properties owned by the Group are relatively early stage exploration projects and the Group’s shareholding in the Vametco mine has only recently been acquired. There can be no assurance that the Company will operate profitably or provide a return on investment. Reliance on strategic relationships In conducting its business, the Group will rely on continuing existing strategic relationships and forming new ones with other entities in the vanadium industry and South Africa and also certain regulatory and governmental departments. While the Group has no reason to believe otherwise, there can be no assurance that its existing relationships will continue to be maintained or that new ones will be successfully formed. Dependence on key personnel and management risks The Group relies heavily on a small number of key individuals, in particular the Directors, the Company’s senior management, and the management team of Vametco to maintain important relationships with governmental, regulatory and local communities in the Republic of South Africa and Madagascar. The loss of a key individual could have an adverse effect on the future of the Group’s business. The Group’s future success will also depend in large part upon its ability to attract and retain highly skilled personnel. There can be no assurance that the Group will be successful in attracting and retaining such personnel. Although the Company has entered into service agreements and employment contracts with its key personnel to secure their services, the agreements are subject to notice periods and the Company cannot guarantee retention. Risks associated with the need to maintain an effective system of internal controls The Group faces risks frequently encountered by developing companies such as under-capitalisation, cash shortages and limited resources. In particular, its future growth and prospects will depend on its ability to manage growth and to continue to maintain, expand and improve operational, financial and management information systems on a timely basis, whilst at the same time maintaining effective cost controls. Any damage to, failure of or inability to maintain, expand and upgrade effective operational, financial and management information systems and internal controls in line with the Group’s growth could have a material adverse effect on the Group’s business, financial condition and results of operations. 48

59. 8.4 Should the Minister refuse to grant a mining right, she must, within 60 (sixty) days of the decision, in writing notify the applicant of the decision and the reasons. 8.5 A mining right granted in terms of section 23 comes into effect on the effective date. The effective date is defined in section 1 of the MPRDA as the day on which the mining right is executed. In terms of section 5(1) of the MPRDA the holder of a mining right which has been registered with the MPTRO is the holder of a limited real right. In terms of section 23(6) of the MPRDA, a mining right is valid for the period specified in the right, which period may not exceed 30 (thirty) years. In terms of section 24 of the MPRDA, any holder of a mining right who wishes to apply to the Minister for the renewal of a mining right must lodge the application in the prescribed manner. 9 Amendment and/or variation of rights, permits, programmes and plans Section 102 of the MPRDA provides as follows: “a reconnaissance permission, prospecting right, mining right, mining permit, retention permit, technical corporation permit, reconnaissance permit, exploration right, production right, prospecting work programme, exploration work programme, production work programme, mining work programme environmental management programme or an environmental authorisation issued in terms of the National Environmental Management Act, 1998, as the case may be, may not be amended or varied (including by extension of the area covered by it or by the additional of minerals or a shares or seams, mineralised bodies or strata, which are not at the time the subject thereof) without the written consent of the Minister”. 10 Payment of royalties State royalties for mining titles is governed by the Mineral and Petroleum Resources Royalty Act, 2008 (“ Royalty Act ”). Section 2 thereof provides that “a person must pay a royalty for the benefit of the National Revenue Fund in respect of the transfer of a mineral resource extracted from within the Republic.” Any person holding a prospecting right or mining right; retention permit; exploration right; mining permit or production permit; or a lease or sublease in respect of such a right; or any person who has recovered a mineral or petroleum resource in South Africa is subject to a levy in terms of the Royalty Act. The royalty in respect of refined minerals is calculated by dividing earnings before interest and taxes (“ EBIT ”) by the product of 12.5 times gross revenue of refined mineral resources calculated as a percentage, plus an additional 0.5 per cent. EBIT refers to taxable mining income (with certain exceptions, such as no deduction for interest payable and foreign exchange losses) before assessed losses, but after capital expenditure. A maximum royalty limit of 5 per cent. of revenue applies to refined minerals. 11 Protection of Ownership of Mining Assets and Relevant Licenses While the MPRDA does not expressly provide for the protection of ownership of mining assets, section 25 of the RSA Constitution protects the right to property, including mine assets. To this extent, section 25 provides that no one may be deprived of property except in terms of a law of general application, and no law may permit arbitrary deprivation of property. Property may, however, be expropriated only in terms of a law of general application for a public purpose or in the public interest; and subject to compensation. Therefore, although the South African government (including the Minister of Mineral Resources) is empowered to expropriate land and rights in land, provision is made for payment of compensation. Security and continuity of tenure are listed in section 2(g) as among the objects of the MPRDA. Continuity is preserved from prospecting to mining in that the holder of a prospecting right has the exclusive right to apply for and be granted a mining right. Continuity is further achieved during applications for renewals in that a prospecting right or mining right in respect of which an application for renewal has been lodged remains in force until the application has been granted or refused. Furthermore, security of tenure and continuity is assured by provisions in the MPRDA to the effect that an application for a right will not be accepted if another person holds a prospecting right, 59

94. Had the Rand strengthened/weakened by 10 per cent. during the year sales would have decreased/increased by £3 608 011 (2015: £3 016 334 and 2014: £2 804 352). This would have had an after-tax decrease/increase on net income of £2 597 768 (2015: £2 171 761 and 2014: £2 019 133). Accounts receivable at year end includes foreign debtors amounting to £6 076 209 (2015: £4 972 610 and 2014: £5 997 914). The rate of exchange that was utilised for the conversion of these debtors was R17.973/£ (2015: R23.084/£ and 2014: R16.771/£ Had the Rand strengthened/weakened by 10 per cent. during the year the amount owing by these debtors would have decreased/increased by £607 621 (2015: £497 261 and 2014: £599 791) thus reducing/increasing total assets by the same amount. 26.2 Price risk The SMC Group’s exposure to commodity price risk is dependent on the fluctuating price of the various commodities that it mines and sells. The average market price of each of the following commodities was: 2016 2015 2014 $/Kg V $/Kg V $/Kg V Nitrovan 17.81 18.22 25.96 If the average price of each of these commodities increased/decreased by 10 per cent. the total sales related to each of these commodities would have increased/decreased as follows: 2016 2016 2015 2015 2014 2014 GBP GBP GBP GBP GBP GBP Effect on After tax Effect on After tax Effect on After tax Sales effect on Sales effect on Sales effect on Net Income Net Income Net Income Nitrovan 3 704 301 2 597 768 3 139 507 2 107 266 2 971 575 2 139 534 26.3 Interest rate risk As the SMC Group has no significant interest-bearing assets, the SMC Group’s income and operating cash flows are substantially independent of changes in market interest rates. As part of the process of managing the SMC Group’s interest rate risk, interest rate characteristics of new borrowings and the re-financing of existing borrowings are positioned according to expected movements in interest rates. 26.4 Credit risk The SMC Group trades only with recognised creditworthy third parties. It is the SMC Group’s policy that all suppliers who wish to trade on credit terms are subject to credit verification procedures. Credit risk arises from credit exposure to customers, including outstanding receivables and committed transactions. We have a contract with our agents and as such do not have credit limits for overseas customers. Our local customers are all on 30-day terms except Cape Gate who is on 60 days. Trade account receivables comprise a limited customer base. Ongoing credit evaluation of the financial position of customers is performed and granting of credit is approved by directors. At year end the SMC Group did not consider there to be any significant concentration of credit risk. In addition, receivable balances are monitored on an ongoing basis with the result that the SMC Group’s exposure to bad debts is not significant. 94

174. J3727 Bushveld Minerals Ltd_Vametco CPR Update_RSA Page: 1 1 INTRODUCTION 1.1 Scope of Work The MSA Group (Pty) Ltd (“MSA”) has been appointed by Bushveld Minerals Limited (“BML” or “The Company”) to provide an independent Competent Person’s Report (“CPR”) on Bushveld Vametco Holdings (Pty) Ltd (“Vametco”) vanadium mine mineral asset located in the North-West Province of the Republic of South Africa, in which the Company holds, or has the right to, a 26.6 % indirect interest. The Company also holds interests in additional vanadium exploration properties adjacent to or near the mine in North West and Gauteng provinces, or other indirect interests in terms of Joint Venture Agreements with third parties. Collectively these mineral assets are termed "the Properties". BML is a mineral exploration and development company listed on the Alternative Investment Market (“AIM") of the London Stock Exchange. MSA understands that BML is currently seeking to acquire 55 % of the issued share capital of Vametco from Yellow Dragon Holdings (the “Acquisition”). Following the Acquisition, the Company’s indirect interest in Vametco will increase to 59.1 %. MSA is acting as BML’s Competent Person as defined by the rules of the London Stock Exchange, governing the admission of securities to AIM (the “AIM Rules”) and the Guidance Note for Mining, Oil and Gas Companies of the London Stock Exchange dated June 2009 (“AIM Guidance Notes”) in relation to the proposed Acquisition. MSA understands that this CPR will be included as part of an AIM admission document to be published by Bushveld Minerals Limited (the “Admission Document”). The CPR has been prepared: x in accordance with the AIM Note for Mining and Oil & Gas Companies (2009) published by the London Stock Exchange; and x in compliance with and to the extent required by the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (2012) published by the Joint Ore Reserves Committee of the Australasian Institute of Mining and Metallurgy, the Australian Institute of Geoscientists and Minerals Council of Australia (the "JORC Code"). This report replaces the previous Competent Person’s Report, completed by VBKOM, dated 13 April 2016. No additional geological information or drillholes were added since then, and the geological model was not changed. A number of historical drillholes which were determined to have incorrect assay information were removed from the database used to calculate the Mineral Resources and Ore Reserves, and there have been changes to these. 1.2 Declarations MSA will be paid a fee for the preparation of this Report in accordance with normal consulting practice. MSA’s remuneration is not linked to Vametco’s operations or any of the projects owned by Bushveld Minerals Limited. Neither MSA nor any of its employees and associates employed in the preparation of this CPR has any pecuniary or beneficial interest in Vametco or Bushveld Minerals Limited. MSA considers itself to be independent. 174

295. _____________________________________________________________________________________________________________________________ J2518: CPR and updated MRE for the Mokopane Fe-V-Ti Project Page: iv October 2017 1.3 Location The Mokopane Project is situated approximately 65 km west of Polokwane and 45 km north- northwest of Mokopane in the Mokopane District, Limpopo Province, South Africa. The Project is located in the central portion of the Northern Limb of the Bushveld Complex (“BC”) and has been established on a group of six adjacent farms namely Vogelstruisfontein 765LR, Malokong 784LR, Vliegekraal 783LR, Vriesland 781LR, Schoonoord 786LR and Bellevue 808LR. 1.4 Geology The Project Area is situated within the Northern Limb of the BC and covers the upper portion of the Main Zone (“MZ”) and the entire Upper Zone (“UZ”) of the Rustenburg Layered Suite (“RLS”). The UZ is approximately 1,250 m thick and dips gently (15° to 25°) to the west. The UZ is characterised by the presence of vanadiferous titano-magnetite (“VTM”) layers hosted predominantly by VTM-enriched gabbro, gabbronorite, leuconorite, anorthosite and olivine diorite. The VTM layers include disseminated, semi-massive and massive VTM intervals of variable thicknesses and variable proportions of oxide (Ti-magnetite) and silicate minerals (feldspar, pyroxene and olivine). The RLS is the world’s largest and economically most important layered complex and is known for the remarkable geological and geochemical continuity of the magmatic stratigraphy. In common with other layered intrusions, such as the Great Dyke in Zimbabwe (Wilson, 1997), Molopo Farms Complex in Botswana (Reichhardt, 1994) and the Stillwater Complex in the USA (Irvine et al ., 1983), the intrusive ultramafic to mafic ma gma has undergone a differentiation process which has resulted in the formation of magnesium-, chromium-, nickel- and precious metal-rich units in the lower portion of the RLS with iron-, titanium-, vanadium- and phosphorus-rich layers in the upper portion. The UZ consists of numerous cyclic units of alternating and well-layered rocks and is subdivided into three Subzones based on the presence of modal olivine in rocks of Subzone B and modal apatite in Subzone C. The rocks of the RLS show remarkable continuity and individual layers can generally be traced along strike for tens of kilometres. Since 2010, exploration has focussed on the Main Magnetite Layer (“MML”) and the stratigraphically higher semi-massive to massive Ti-magnetite layers N, O, P and Q. The P and Q VTM layers together with their enclosing gabbroic host rocks, which can contain considerable quantities of disseminated VTM, have been collectively termed the “P-Q Zone”. The P-Q Zone is referred to as “N-Q Zone” when the stratigraphically lower N and O layers are included. The massive but generally thin (<0.5 m) N and O layers occur approximately 15 m below the base of the P-Q Zone. The N-Q stratigraphy is shown in Table 1-2 with the P-Q layers 295

329. _____________________________________________________________________________________________________________________________ J2518: CPR and updated MRE for the Mokopane Fe-V-Ti Project Page: 14 October 2017 6 HISTORY The Northern Limb of the BC has a strike length of about 110 km and has been explored and mined for its PGM-rich Platreef for many decades. The massive and disseminated Ti-magnetite layers, although well documented from the Eastern and Western Bushveld Limbs, received relatively little attention. The first detailed investigations were carried out in the 1970s and included mapping, ground geophysics, trenching and limited drilling in the area immediately south of the Mokopane Project. The early work in the 1970s and subsequent exploration in the past decade in the Northern Limb focussed mainly on the MML because of its high vanadium content (±1.6% V 2 O 5 ). A similar vanadium grade in the MML has been mined at the Mapochs Mine in the Eastern Bushveld since the 1950s. The MML is processed at the Steelworks (EVRAZ-owned Highveld Steel & Vanadium) at Emalahleni (formerly known as Witbank) into vanadium, pig iron and steel products. The exceptional increase in iron ore prices from 2008 to 2013 prompted a shift towards exploring various other Ti-magnetite layers, i.e. the P-Q Zone as a potential source for pig iron rather than vanadium. 6.1 Early Work The Project Area has not been previously explored for its VTM potential but was covered by a regional geochemical soil sampling and mapping programme by the CGS. The latter was published in 1985 at 1:250,000 scale as the 2328 Pietersburg Geological Series map. The soil sampling was conducted at 1 km intervals and the samples were analysed by XRF and ICP-MS for over 40 elements including Fe 2 O 3 , V, TiO 2 , Cu and Ni. Significant vanadium and titanium anomalies occur and generally coincide with areas mapped as UZ of the BC. A regional aeromagnetic and radiometric survey was conducted in the 1990s and processed by the CGS. The data shows prominent northerly-trending magnetic anomalies which have been correlated with the two most prominent VTM-rich stratigraphic units, namely the MML and adjacent VTM layers and the N-Q Zone comprising the N, O, P and Q Ti-magnetite layers. A stratigraphic hole BV-1 was drilled by the CGS in 1991 on the farm Bellevue 808LR, some 2 km south-west of the Project Area. The 2,950 m deep hole covered the entire Upper Zone stratigraphy and intersected 32 discrete layers of VTM-rich rocks (>20% opaque minerals) ranging in thickness between 7 cm and 13 m (Ashwal et al ., 2005). Figure 6-1 shows the correlation of the layers in BV-1 with the 20 Ti-magnetite layers identified by Van der Merwe (1978) during his regional mapping of the Northern Limb. Most prominent are the uppermost semi-massive Ti-magnetite layer (Q layer) which has a thickness of 13 m and an approximately 8 m thick vanadium-rich layer with variable Ti-magnetite content. The latter is some 175 m above the base of the UZ and can be correlated with the MML. The occurrence of the two most prominent Ti-magnetite layers in drillhole BV-1 at depths of approximately 600 m and 1,400 m illustrates the remarkable spatial continuity of these layers. The P-Q Zone in the Project Area had not been identified prior to BML’s exploration activities and the MML is only partially portrayed on existing maps and exposed in isolated outcrops. 329

341. _____________________________________________________________________________________________________________________________ J2518: CPR and updated MRE for the Mokopane Fe-V-Ti Project Page: 26 October 2017 7.3.4.2 Dolerite and Granite Intrusions The regional aeromagnetic image shows that the Project Area is intruded by two dolerite dyke sets. An earlier E-W trending dyke set (positive magnetic signature) is crosscut by a later ENE- WSW trending (negative signature) dyke set (Figure 7-7). Late-stage red-coloured granitic Bushveld dykes, pegmatites and quartz veins intrude the area with a general NNE-SSW strike and a sub-vertical dip. Granitic dykes can have a thickness of more than 50 m and preferentially occupy NNE-SSW brittle fault zones (Cheshire, 2011). 7.4 Property Geology 7.4.1 General The gabbronorite and anorthosite rocks of the Main Zone are well exposed in the hilly terrain and the adjacent thin residual soils within the eastern portions of the farms Vogelstruisfontein and Vriesland. A prominent troctolite unit, well documented from the Bellevue BV-1 stratigraphic drillhole, outcrops on surface as a 200 m wide ridge in the eastern part of Vogelstruisfontein and can be traced southwards for tens of kilometres (Figure 7-8). The Ti-magnetite-rich rocks of the Upper Zone in the central portion of the Project Area are generally not exposed due to between 3 m and 10 m of soil cover. Sparse outcrop of Ti-magnetite can be found along certain drainage courses, although magnetite float and fine debris is often present on surface. The position of sub-cropping Ti-magnetite layers is usually marked by a diagnostic reddish-brown soil which contains abundant weathered Ti-magnetite (haematite) grains (Figure 7-9). A massive, medium-grained, post-Bushveld diabase sill and red-coloured Bushveld Nebo granite rocks outcrop in hilly terrain on the western portion of Vliegekraal, eastern Schoonoord and the northern part of Vogelstruisfontein farms, respectively. The diabase sill forms prominent flat- topped hills and is more than 100 m thick on Vliegekraal and Schoonoord farms with shallow westerly dips of up to 20°. The geological map shown in Figure 7-8 is based on geological field mapping, aeromagnetic and core drilling data. The aeromagnetic data was particularly useful in locating the approximate position of the major Ti-magnetite layers and in constraining the location of structural features and dolerite intrusions. 341

374. _____________________________________________________________________________________________________________________________ J2518: CPR and updated MRE for the Mokopane Fe-V-Ti Project Page: 59 October 2017 Figure 11-9 Control Chart for Blank Samples for V 2 O 5 (MSA, 2015) Figure 11-10 Control Chart for Blank River Sand Samples for P 2 O 5 (MSA, 2015) 374

471. ______________________________________________________________________________________________________________________________ J2518: CPR and updated MRE for the Mokopane Fe-V-Ti Project Page: 156 October 2017 Consent I consent to the release of the Report and this Consent Statement by the directors of: Bushveld Minerals Limited (Insert reporting company name) 28 October 2017 Signature of Competent Person: South African Council for Natural Scientific Professions Date: 400048/04 Professional Membership: (insert organisation name) Membership Number: Craig Blane, Johannesburg, South Africa Signature of Witness: Print Witness Name and Residence: (eg town/suburb) 471

518. Competent Person’s Report – Imaloto Coalfield – Bushveld Minerals Limited – 23 Oct 2017 37 Figure 11: The Geological Structure for the Imaloto Coal Project. The deposit is characterised by downthrown blocks to the west. Block 1 is very level and dips to the north at less than 1 o . The relative displacement between Blocks 2 and 3 vary between 30 and 40 m. Block 2 dips to the north at 1 o . Block 3 dips to the west of north-west at 2 o . The vertical separation between blocks 3 and 4 is also 30 m. The strata in Block 4 dip to the north at less than 1 o . The relative elevation difference between Blocks 4 and 5 is estimated to be 25 m. The spatial distribution of Main Seam that is split between resources at less than 100m in depth (Blocks S1, S2 and S3) and resources more than 100m deep (Blocks D1, D2, D3, 2A, 3A and 4A) is shown in Figure 12 below. It is clear that the southern parts are shallower and the northern areas are deeper. 518

121. rates of monetary assets and liabilities denominated in foreign currencies are recognised in the income statement. Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the income statement within ‘finance income or costs’. All other foreign exchange gains and losses are presented in the income statement. Finance income Interest revenue is recognised when it is probable that economic benefits will flow to BVL and the amount of revenue can be measured reliably. Interest revenue is accrued on a time basis, by reference to the principal outstanding and at the effective interest rate applicable, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to that asset’s net carrying amount on initial recognition. Taxation The tax expense represents the sum of the tax currently payable and deferred tax. The tax charge is based on taxable profit for the year. BVL’s liability for current tax is calculated by using tax rates that have been enacted or substantively enacted by the reporting date. Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amount of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the “balance sheet liability” method. Deferred tax liabilities are recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Deferred tax is calculated at the tax rates that are expected to apply to the year when the asset is realised or the liability is settled based upon rates enacted and substantively enacted at the reporting date. Deferred tax is charged or credited to profit or loss, except when it relates to items credited or charged to other comprehensive income, in which case the deferred tax is also dealt with in other comprehensive income. Financial assets and liabilities Financial assets and financial liabilities are recognised in BVL’s balance sheet when BVL becomes a party to the contractual provisions of the instrument. Financial instruments are classified into specified categories dependent upon the nature and purpose of the instruments and are determined at the time of initial recognition. All financial assets are recognised as loans and receivables or available for sale investments and all financial liabilities are recognised as other financial liabilities. Trade and other receivables Trade and other receivables are stated initially at the fair value of the consideration receivable less any impairment. Impairment provisions are recognised when there is objective evidence that BVL will be unable to collect all of the amounts due under the terms of the receivable, the amount of such a provision being the difference between the carrying amount and the present value of the future expected cash flows associated with the impaired receivable. Trade and other receivables are subsequently measured at amortised cost, less any impairment. Cash and cash equivalents Cash and cash equivalents comprise cash at hand and deposits on a term of not greater than three months. Financial liabilities and equity Financial liabilities (including loans and advances due to related parties) and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of BVL after deducting all of its liabilities. When the terms of a financial liability are negotiated with the creditor and settlement occurs through the issue of BVL’s equity instruments, the equity instruments are measured at fair value and treated as consideration for the 121

122. extinguishment of the liability. Any difference between the carrying amount of the liability and the fair value of the equity instruments issued is recognised in profit or loss. Use of estimates and judgements In the application of BVL’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates. Estimates and judgements are continually evaluated. Revisions to accounting estimates are recognised in the year in which the estimates are revised if the revision affects only that year, or in the year of revision and in future years if the revision affects both current and future years. 4. Trade and other receivables 28 Feb 2017 £ Prepayments – Represents the exclusivity fee cash payments to Evraz of US$ 1,646,000 1 329 639 The directors consider that the carrying amount of trade and other receivables approximates to their fair value. 5. Borrowings 28 Feb 2017 £ Loan from Bushveld Minerals Limited 1 329 539 The loan from the parent company is unsecured, interest-free and has no fixed term of repayment. 6. Share capital Issued share capital consists of: 28 Feb 2017 £ 100 fully paid ordinary shares of GBP 1.00 each 100 122

201. J3727 Bushveld Minerals Ltd_Vametco CPR Update_RSA Page: 28 Figure 7-1 Drillhole Localities within the Vametco Mining Right Area. Source: VBKOM (2016) The KO, KR, UI and UO series holes were drilled by Union Carbide Exploration from the mid 1960’s until 1982. The VA series holes (VA1 to VA6) were drilled by EVRAZ Vametco in 2006. The holes were drilled downwards through the magnetite layers. Not all the layers were intersected in each hole, some of the holes being collared within the footwall of the Upper and Intermediate Seams or some stopping before the Lower Seam was reached. The drillholes were drilled vertically or inclined downwards between 46° and 58° in a south-westerly direction. The drillholes intersected the mineralised zones at a spacing of between appro ximately 50 m and 300 m on the plane of mineralisation. 7.2 Exploratory Analysis of the Raw Data The data provided by BML consist of sampling and logging data from 52 DD holes. The following attributes are of direct relevance to the estimate: x vanadium pentoxide (“V 2 O 5 ”), calcium oxide (“CaO”), and silicon dioxide (“SiO 2 ”) assays, and magnetite content (Mag) in percent. The magnetite content is the result of Davies Tube tests. All assays were assumed to be the assays of the Davies Tube concentrate; and x seam names – Upper (“US”), Intermediate (“IS”) and Lower Seam (“LS”). V 2 O 5 mineralisation is known to occur within continuous layers of magnetite-rich gabbro in the Upper Zone. Drilling intersected magnetite mineralisation in all the holes drilled along 3.1 km of strike of the 4.7 km mining license area. The maximum depth of the intersections of the Upper, Intermediate and Lower Seams is at approximately 60 m, 100 m and 150 m below surface respectively. The average drillhole spacing is 200 m by 150 m. One hole (UI16) was drilled 490 m to the northeast of the main drilling area, intersecting the Lower Seam. It is expected that the Upper and Intermediate Seams should be intersected in UI16, but 201

234. J3727 Bushveld Minerals Ltd_Vametco CPR Update_RSA Page: 61 11 PROJECT INFRASTRUCTURE Infrastructure for the Vametco Mine is well established, as the mine has been in operation from the mid-1970s. 11.1 Water Water for the operations are pumped via pipelines from a canal from the Hartebeestpoort Irrigation Scheme and abstracted from six (6) boreholes at a rate of 1.76 l/s. This is sufficient for the current operations. Water from the canal is pumped directly to the pumphouse for use in the plant, while water from the boreholes are pumped first to a reservoir close to the boreholes and then to a reservoir close to the plant via pipelines. The Integrated Water Use Licence (IWUL), which was submitted in 2001, has been approved during 2017 and requires ongoing results of water monitoring. 11.2 Electricity A 22 kV overhead Eskom line enters the Property from the south and connects to the mine’s substation. The electricity supply is sufficient for the current operations. 11.3 Accommodation All employees are privately housed in Brits, or a number of the rural settlements around the operation, with no housing or compound provided on the Property. Refer to Figure 11-1 for the location of the infrastructure discussed in the sections above. Figure 11-1 Infrastructure Location and Mining Licence Boundaries 234

313. _____________________________________________________________________________________________________________________________ J2518: CPR and updated MRE for the Mokopane Fe-V-Ti Project Page: xxii October 2017 Table 14-26 Average values of composites vs. estimated model blocks for all layers (MSA, 2014) ................................ .............................. ... 111 Table 14-27 Mineral Resource of MML and MML HW at a 0.30% V 2 O 5 cut-off, ≤120 m vertical depth, as at 15 October 2017 .......... 112 Table 14-28 AB Zone average composite values by layers (length-weighted) ...................................................... ................................................. . 124 Table 14-29 Block model prototype dimensions .................................................................................. ............................................................................ . 126 Table 14-30 AB Zone Mineral Resource at 0.3% V 2 O 5 cut-off, ≤120 m vertical depth, as at 15 October 2017 ........................................ ..... 127 Table 16-1 Probable Ore Reser ves for Mokop ane Project ......................................................................... ................................................................ ..... 138 Table 18-1 Planned Budget for Mokopane Proj ect ................................................................................ ........................................................................... 141 List of Figures Figure 4-1 Location of Project Area (MSA, 2015) ............................................................................... ..................................................................................... 4 Figure 4-2 Location of the Project Area in the Nort hern Limb of the Bushveld Complex (M SA, 2015) .............................. .................................. 5 Figure 4-3 Location of the six farms comprising the Project Area (MSA, 2015) .................................................. ......................................................... 6 Figure 4-4 Corporate Structure in the Mokopane Project (BML , 2017) ............................................................ ............................................................... 9 Figure 6-1 Correlation of VTM layers between drillhole BV-1 and surface mapping (Van de r Merwe, 1978) ......................... ........................ 15 Figure 7-1 Geological map of the Bushveld Complex showing location of the 3 Limbs (after Kinnaird , 2004) ...................... ........................ 16 Figure 7-2 Geological map of the Northern Limb showing the Project Area (MSA, 2015) ........................................... ......................................... 17 Figure 7-3 V 2 O 3 and TiO 2 content of Ti-magnetite in the UZ from BV-1 and from Eastern Bushveld Li mb ................................................... .. 19 Figure 7-4 Magnetic susceptibility vs depth of the UZ in drillhole BV-1 (after Ashwal et al ., 2005) ................................................................... 21 Figure 7-5 Magnetic susceptibility and density in drillhole BV-1 for N-Q and P-Q Zone (Ashwal et al ., 2005) .............................................. 22 Figure 7-6 Magnetic susceptibility and density in BV-1 for Main Ti-Magnetite Group (after Ashwal et al ., 2005) ........................................ 24 Figure 7-7 Regional aeromagnetic map with interpre ted structural features ( after CGS, 1995) ................................... ....................................... 25 Figure 7-8 Geological map based on surface mapping and aeromagnetic data (after BML, 2014) .................................... ................................ 27 Figure 7-9 Development of reddish-brown soil over sub-cropping Ti-magnetite layer (BML, 2011) ................................. ............................... 27 Figure 7-10 Stratigraphic correlation between hol e BV-1 and BML drillholes (BML, 2011) ........................................ ........................................... 28 Figure 7-11 Position of 121 diamond holes drilled by BML in the Project Ar ea (BML, 2015) ...................................... ......................................... 29 Figure 7-12 Example of MML (MAG3 - Parting - MAG4 from drillhole VK5 (126 m – 135.4 m) (MSA, 2011) ............................ ...................... 30 Figure 7-13 Fe 2 O 3 , TiO 2 and V 2 O 5 profile through MML in drillhole VL5 (98.2 m – 106.9 m) (BML, 2011) ........................................................ 3 0 Figure 7-14 Example of the Q1 and Q2 Layer in drillhole VK7 (76.5 m – 92.6 m) (BML, 2011) ..................................... ........................................ 31 Figure 7-15 Close–up of VTM-rich and VTM-poor banding in the Q2 layer in VK2 (121.5 – 127.5 m) (BML, 2011) ...................................... 32 Figure 7-16 Schematic representation of N-Q Zone (BML, 2012) .................................................................. ................................................................ 33 Figure 7-17 Fe 2 O 3 , TiO 2 and V 2 O 5 profile through the N-Q Zone in drillhole VK7 (52 m – 147 m) (BML, 2013) ............................................. 35 Figure 7-18 Stratigraphic units Q2, Q1 and PQPART in weathe red zone in VKW11 (13.5 m – 20.5 m) (BML, 2013) .................... ................. 36 Figure 7-19 Imagery of the farms Vriesland and Vliegekraal (MSA, 2015) ........................................................ .......................................................... 36 Figure 10-1 Example of rehabilitated drill hole site (VK6) with cement beaco n (MSA, 2012) ... ................................... .......................................... 46 313

407. _____________________________________________________________________________________________________________________________ J2518: CPR and updated MRE for the Mokopane Fe-V-Ti Project Page: 92 October 2017 Figure 14-4 Comparison of BML’s Phosphate Mineral Resource with Mineral Resources of other phosphate operations or advanced exploration projects Note: BML’s Phosphate Zone is shown as P-Q 14.3.6 Checklist of Assessment and Reporting Criteria for Phosphate Zone Criteria for assessing this estimate are presented in the following table In-situ Grade and Tonnes Concentrate Grade and Tonnes 407

419. _____________________________________________________________________________________________________________________________ J2518: CPR and updated MRE for the Mokopane Fe-V-Ti Project Page: 104 October 2017 Figure 14-6 Section Line -2641800N showing geochemical and stratigraphic profile (MSA, 2014) Note: Profile shows colour gridded airborne magnetic data Figure 14-7 Isometric view of drillhole collars and Mineral Resources of MML (MSA, 2015) 419

96. 27. Share capital SMC has three classes of common stock in issue: ● Class A common stock has no par value and shareholders have no voting rights, but are eligible for cash dividends. 972,832 shares were authorised (31 December 2016, 2015 and 2014), with 97,047 shares issued to Evraz (31 December 2016, 2015 and 2014). ● Class B common stock has no par value and shareholders have voting rights, but are not eligible for cash dividends. 1,000 shares were authorised (31 December 2016, 2015 and 2014), with 100 shares issued to Evraz (31 December 2016, 2015 and 2014). ● Class C common stock has no par value and shareholders have no voting rights, but are eligible for cash dividends. 26,168 shares were authorised and issued to Sojitz USA (31 December 2016, 2015 and 2014) 28. Related party transactions Sojitz is a 21.2 per cent. shareholder in Strategic Minerals Corporation and acts as agent in respect of all international sales. The ultimate parent of the SMC Group for the three years ended 31 December 2016 was EVRAZ Group S.A., incorporated in Luxembourg with transactions entered into with Evraz Stratcor Inc and its subsidiaries Evraz Highveld Steel & Vanadium Ltd and East Metals AG. Details of material related party transactions entered into during the year as summarised below: 2016 Net amounts owed to/ Marketing & (owed by) at Sales Purchases commission Service fees Year end GBP GBP GBP GBP GBP EVRAZ Stratcor Inc. (17 985 574) – – – (5 080 937) Sojitz (2 414 451) – 36 217 – 179 126 EVRAZ Highveld Steel and Vanadium Limited – – – 18 153 12 942 East Metals AG (15 680 320) – 330 907 2 927 (432 281) 2015 Net amounts owed to/ Marketing & (owed by) at Sales Purchases commission Service fees year end GBP GBP GBP GBP GBP EVRAZ Stratcor Inc. (13 069 355) – – – (3 598 175) Sojitz (4 616 944) – 69 254 – 360 737 EVRAZ Highveld Steel and Vanadium Limited – – – 55 099 – East Metals AG (12 477 608) – 205 923 22 722 (647 258) 96

117. STATEMENT OF CHANGES IN EQUITY For the period ended 28 February 2017 Attributable to owners of the parent company Non– Share controlling Total capital Reserves Total interests equity £££££ At 22 March 2016 ––––– Profit for the period – – – – – Other comprehensive income, net of tax – – – – – Transactions with owners recognised directly in equity Share issuance 100 – 100 – 100 –––––––––––––––––––––––––––––––––––––––––––––––––––––––––––– At 28 February 2017 100 – 100 – 100 –––––––––––––––––––––––––––––––––––––––––––––––––––––––––––– –––––––––––––––––––––––––––––––––––––––––––––––––––––––––––– 117

311. _____________________________________________________________________________________________________________________________ J2518: CPR and updated MRE for the Mokopane Fe-V-Ti Project Page: xx October 2017 19 REFERENCES .................................................................................................................... ............................................................. 142 20 DATE AND SIGNATURE PAGE ....................................................................................................... ............................................. 145 List of Tables Table 1-1 Summary Table of BML’s Assets ....................................................................................... ....................................................................................... iii Table 1-2 Stratigraphic codes and desc riptions on t he N-Q Zone ................................................................ ................................................................... v Table 1-3 MML Inferred Mineral Resources, <100 m depth at 40% Fe 2 O 3 cut-off, as at 25 Nov 2011 ............................................................... vii Table 1-4 P-Q Zone Indicated Mineral Resources, <200 m depth at 35% Fe 2 O 3 cut-off, as at 25 Nov 2011 ................................................... vii Table 1-5 P-Q Zone Inferred Mineral Resources, <400 m depth at 35% Fe 2 O 3 cut-off, as at 25 Nov 2011 ...................................................... vii Table 1-6 MML Indicated Mineral Resource, <120 m vertical depth, as at 20 March 2013 ................................................................................... viii Table 1-7 Grade and Tonnage* for MML Parting, <120 m vertical depth, as at 20 March 2013 ...................................... ................................... viii Table 1-8 N-Q Zone (Weathered) Indicated Mineral Resources, as at 8 March 2013 ................................................ ............................................... ix Table 1-9 N-Q Zone (Weathered+Unweathered) Indicated Mineral Resources,<200 m depth, as at 8 Mar 2013 ......................... ................. ix Table 1-10 N-Q Zone (Unweathered) Inferred Mineral Resources, 200 m to 400 m depth, as at 8 March 2013 ........................ ...................... x Table 1-11 MML and MML HW Mineral Resources at a 0.30% V 2 O 5 cut-off, ≤120 m depth, as at 15 October 2017 ................................... xi Table 1-12 P-Q Zone Inferred Mineral Resource, surface to 300 m vertical depth at a 35% Fe 2 O 3 cut-off for the farms Schoonoord 786LR and Bellevue 808LR, as at 15 Octobe r 2017 ............................................................................... .................................................................. xii Table 1-13 Stratigraphic codes and descriptions on the Phosphate Zone (highlighted) abo ve the P-Q Zo ne......................... ...................... xiii Table 1-14 Inferred Mineral Resource of Phosphate Zone at a 3% P 2 O 5 cut-off, as at 15 October 2017 .......................................................... xiii Table 1-15 AB Zone Mineral Resource at 0.3% V 2 O 5 cut-off, ≤120 m vertical dept h, as at 15 Octo ber 2017 ................................................. xiv Table 1-16 Summary of Mineral Resource Es timate by Status, as at 15 October 2017 .............................................. ............................................. xiv Table 1-17 Planned Budget for Mokopane Proj ect ................................................................................ ............................................................................. xvi Table 4-1 Coordinates of the corner points of the six farms (MSA, 2015) ...................................................................................................................... 6 Table 4-2 Details of the Prospecting Rights pertaining to the Mokopane Project ................................................ ...................................................... 7 Table 7-1 Generalised stratigraphic sequence of the Northern Limb of the Bushveld Complex (SACS, 1996) ........................ ....................... 18 Table 7-2 Nomenclature and correlation of Ti-magnetite Layers in the Upper Zone (a fter Cheshi re, 2011) ........................ ........................... 20 Table 7-3 Stratigraphic units within the N-Q Zone (BML and MSA, 2014) ......................................................... ......................................................... 34 Table 9-1 Assay results from a rock chip sample on Vogelstruisfontein ...................................................................................................................... 40 Table 10-1 Summary of holes drilled from the 2010 and 2011 expl oration ca mpaign s .............................................. ........................................... 43 Table 10-2 Summary of holes drilled on the MML and P-Q Zone from the 2012 exploration campaign ................................ ........................ 44 Table 10-3 Summary of holes drilled on the weathered N-Q Zone from the 2012 exploration campaign ...................................................... 45 Table 10-4 Summary of SN03 drilled on the P-Q Zone during 2013 and CGS drillhol e BV-1 ......................................... ..................................... 46 Table 10-5 Summary of holes on the MML, MML HW and AB Zo ne from the 2014/15 exploration ca mpaign .............................. ............... 47 Table 11-1 SPL accreditation details for th e various analytical methods ....................................................... .............................................................. 53 311

385. _____________________________________________________________________________________________________________________________ J2518: CPR and updated MRE for the Mokopane Fe-V-Ti Project Page: 70 October 2017 13 MINERAL PROCESSING AND METALLURGICAL TESTING A metallurgical test work programme was undertaken under the supervision of Mr Jan Rabe (Senior Process Engineer at PESCO) on behalf of BML during 2012-2013 that focussed on both extractive metallurgy and pyro-metallurgy. Extractive metallurgical studies (to evaluate potential concentrate grades and Ti-magnetite recoveries) were undertaken at SGS Laboratories (“SGS”) in Johannesburg, South Africa, and were guided by the Mineral Resource model. Pyro- metallurgical studies (to test the potential for pre-reduction of concentrate products, as well as evaluate metal and slag compositions), have been undertaken at Mintek (“Mintek”) in Johannesburg, South Africa, on Ti-magnetite products produced at SGS Laboratories. Pyro-metallurgical modelling on non-fluxed smelting of concentrate from P-Q Zone material and hydro-metallurgical test work on the MML was conducted during 2014. The modelling by Exxaro Research and Development, South Africa (“Exxaro”) under the supervision of Hatch Goba, South Africa (“Hatch”) showed that the P-Q material can be expected to produce pig iron and a slag containing approximately 60% TiO 2 . Hydro-metallurgical work was conducted by Mintek to test the possible recoveries of V 2 O 5 from MML concentrate via the salt-roast route. 13.1 Extractive Metallurgy Of the five mineralised stratigraphic units identified within the P-Q Zone (PFWDISS, PMAG, Q1, Q2 and Q3), the Q2 and Q3 units make up the bulk of the Mineral Resource, are the thickest and most consistent zones of mineralisation and have the lowest sulphur contents. Hence, metallurgical testwork was focused on these two units. The Q2 unit is the highest-grade layer in the deposit, and consists largely of massive Ti-magnetite, with gangue minerals generally found in discrete bands. In contrast, the Q3 zone has a lower grade, and the Ti-magnetite and gangue minerals are intergrown, forming a disseminated style of mineralisation. Hence, extractive metallurgy has been done on two distinct types, namely the massive Ti-magnetite of the Q2 unit and the disseminated Ti-magnetite of the Q3 unit. The mineralisation dips at an angle of approximately 20 ° W, hence both the massive and disseminated zones subcrop beneath soil close to the surface. Material occurring closer to the surface has been subjected to weathering, with associated alteration to the textural properties. Additional extractive tests have been carried out on both disseminated and massive mineralisation in the weathered zone. The drillhole intersections sampled for the metallurgical testwork programme are summarised in the Table 13-1: 385

474. ______________________________________________________________________________________________________________________________ J2518: CPR and updated MRE for the Mokopane Fe-V-Ti Project Page: 159 October 2017 Consent I consent to the release of the Report and this Consent Statement by the directors of: Bushveld Minerals Limited (Insert reporting company name) 28 October 2017 Signature of Competent Person: South African Council for Natural Scientific Professions Date: 400181/05 Professional Membership: (insert organisation name) Membership Number: Craig Blane, Johannesburg, South Africa Signature of Witness: Print Witness Name and Residence: (eg town/suburb) 474

475. ______________________________________________________________________________________________________________________________ J2518: CPR and updated MRE for the Mokopane Fe-V-Ti Project Page: 160 October 2017 Johannesburg, 28 October 2017 TO WHOM IT MAY CONCERN For the purposes of Prospectus Rule 5.5.3R(2)(f) The MSA Group accepts responsibility for the information contained in Part 18, ‘Competent Person’s Report’ of the Prospectus and those other sections of the Prospectus which include references to information in Part 18. The MSA Group declares that to the best of its knowledge and belief, having taken all reasonable care to ensure that such is the case, the information contained therein is in accordance with the facts and does not omit anything likely to affect the importance of such information. Kind Regards, Dr Frieder Reichhardt Principal Consulting Geologist The MSA Group (Pty) Ltd. Tel: +27 (0)11 880 4209 Fax: +27 (0)11 880 2184 Cell:+27 (0)72 732 9289 Email: friederr@msagroupservices.com 475

494. Competent Person’s Report – Imaloto Coalfield – Bushveld Minerals Limited – 23 Oct 2017 13 Figure 4: The Mining and Exploration footprint as issued by the Department of Mines and Mining Development. 5. Drilling Core drilling was the only drill technique used during this exploration programme. The rigs used were Boart Longyear LF 7 0’s. All the rigs are trailer mounted with hydraulic outriggers. Boreholes were started with PQ sized equipment. Holes were cased off inside stable formation from where drilling progressed with HQ sized equipment. The Rigs are owned by Pan African Drilling Limited, a British Virgin Island subsidiary which is 100% owned by Lemur Resources Limited. The rigs are manned by Indonesian operators and Malagasy assistants. Initially HQ (III) sized equipment was used, due to concerns about core recovery in a fault-bounded graben. After seeing the integrity of the coal seams and the lateral continuity of the coal measures, a trial was performed with normal HQ equipment (cost saving) and it proved to be successful. Drilling occurred in four phases from March 2009 until October 2009 (Phase 1), Aug to Dec 2011 (Phase 2), April 2012 to August 2012 (Phase 3) and August 2012 to December 2012 (Phase 4). Drilling recoveries were generally good. Where recoveries were below 97% in the coal seams, or below 95% in the rest of the sequence, a re-drill was enforced. Apart from three boreholes that were re-drilled, the measured recoveries were acceptable and within the required standard. The location of the boreholes is shown in Figure 4, and the coordinates are listed in Table 5. 159 boreholes were 494

16. RoM run of mine Rustenburg Layered Suite The layered mafic portion of the Bushveld Complex. Lithologies vary from largely ultramafic peridotite, chromitite, harzburgite, and bronzitite in the lower sections to mafic norite, anorthosite, gabbro, and magnetite toward the top An instrument used to locate or navigate, which relies on three or more satellites of known position to identify the operator’s location stratigraphic drillhole A drillhole completed to determine the nature of rocks, rather than to identify mineral deposits, frequently applied for research or in the early stages of petroleum exploration strike Horizontal direction or trend of a geological structure Tpa tonnes per annum Transvaal Supergroup The Transvaal Supergroup consists of 2.65 – 2.05 Ga clastic, pelitic and chemical sediments with minor lava flows that surface in the Transvaal Basin which circumscribes the Bushveld Complex VRFBs vanadium based redox flow batteries satellite positioning system (global positioning system GPS) 16

319. _____________________________________________________________________________________________________________________________ J2518: CPR and updated MRE for the Mokopane Fe-V-Ti Project Page: 4 October 2017 4 PROPERTY DESCRIPTION AND LOCATION 4.1 Location of the Prospecting Area The Mokopane vanadiferous Ti-magnetite Project (the “Project Area”) is situated approximately 65 km west of Polokwane and 45 km north-northwest of Mokopane in the Mokopane District, Limpopo Province, South Africa (Figure 4-1). The Project Area is located in the central portion of the Northern Limb of the Bushveld Complex (Figure 4-2) and comprises a group of six adjacent farms namely Vogelstruisfontein 765LR, Malokong 784LR, Vliegekraal 783LR, Vriesland 781LR, Schoonoord 786LR and Bellevue 808LR. Figure 4-1 Location of Project Area (MSA, 2015) 319

377. _____________________________________________________________________________________________________________________________ J2518: CPR and updated MRE for the Mokopane Fe-V-Ti Project Page: 62 October 2017 Figure 11-14 Scatter Plot of 214 Field Duplicate Sample Pairs for P 2 O 5 (MSA, 2015) Figure 11-15 Scatter Plot of 144 Field Duplicate Sample Pairs for SG (MSA, 2015) 11.6.3 Standards African Mineral Standards (AMIS) in Johannesburg, South Africa manufactures AMIS0129 and AMIS0346 which were used as CRMs during the 2010 to 2014 sampling campaign, in order to monitor the accuracy of Fe 2 O 3 , TiO 2 , V 2 O 5 in the laboratory. The performance of 129 randomly inserted AMIS0129 and 47 AMIS0346 is shown in the control charts for Fe 2 O 3 , TiO 2 and V 2 O 5 in Figure 11-16 to Figure 11-25. Results indicate that the analytical accuracy for TiO 2 (Figure 11-17) and V 2 O 5 (Figure 11-18) is almost exclusively within 2 standard deviations of the certified mean. Fe 2 O 3 over-reported by up to 2% Fe 2 O 3 (Figure 11-16) in six batches submitted during 2011 with samples from drillholes VK7, VK8, VK10 and VK14. An under-reporting of Fe 2 O 3 by up to 1.4% is observed in two batches from the 2011 assay campaign with samples from drillholes VK12 and VK13. The relatively poor accuracy for Fe 2 O 3 in several batches analysed during 2011 is not considered to be material and acceptable for use in the MRE. Fe 2 O 3 , TiO 2 and V 2 O 5 concentrations for all 47 AMIS0346 reported within 2 standard deviations f the certified mean (Figure 11-19 to Figure 11-21). AMIS0129 was replaced by AMIS with AMIS0346 in late 2012. The Certificates of Analysis for AMIS0129 and AMIS0346 are listed in Appendix 3. 377

379. _____________________________________________________________________________________________________________________________ J2518: CPR and updated MRE for the Mokopane Fe-V-Ti Project Page: 64 October 2017 Figure 11-20 Control Chart for Reference Material AMIS0346 for TiO 2 (MSA, 2015) Figure 11-21 Control Chart for Reference Material AMIS0346 for V 2 O 5 (MSA, 2015) Due to the lack of suitable Phosphate standards, BML crushed and milled apatite-rich drill core from the Phosphate Zone and submitted this material to five laboratories in South Africa (UIS Analytical Services, University of Johannesburg, SGS, Scientific Services and Intertek-Genalysis) for round-robin analyses. The homogenised material was analysed by the five laboratories which determined P 2 O 5 and other major elements concentrations for a total of 9 samples including two repeat analyses. The results were used to determine the arithmetic mean and 2 standard deviation of the sample. 23 sub-samples of this internal reference material were subsequently inserted into three batches with core samples from the Phosphate Zone to SPL, who acted as the primary laboratory for all routine samples. Figure 11-22 shows the performance of P 2 O 5 for this internal standard which BML named Phos-1. All results fall within the calculated 2SD limits. Figure 11-22 Control Chart for Reference Material Phos-1 for P 2 O 5 (MSA, 2015) 379

396. _____________________________________________________________________________________________________________________________ J2518: CPR and updated MRE for the Mokopane Fe-V-Ti Project Page: 81 October 2017 Figure 14-1 Isometric view of drillhole collars and Mineral Resources of P-Q Zone (MSA, 2015) Specific gravity (“SG”) for each sample was determined by gas pycnometry on the pulverised sample material at SPL, Johannesburg. The specific gravity measurements have been checked against the Fe 2 O 3 assay results and show good correlation (Figure 11-7). Core recoveries within the P-Q Zone are generally in excess of 95%. The topographic model was derived from the drillhole collar elevations and topographical contours. The overburden soil horizon ranges in depth from 3 m to 5 m and the top 5 m were excluded from the Mineral Resource. 14.2.2 Geological Interpretation and Modelling Datamine Studio 3 was used to construct the geological model (wireframes) based on geochemical data and lithostratigraphic information from the geological logging. The modelled surfaces were extrapolated to a vertical depth of 400 m below surface, but only the portion to a vertical depth of 300 m has been considered in the MRE due to the proximity to a ridge to the west of the inferred sub-outcrop position of the P-Q Zone. The ridge consists of a diabase sill. A MML MML P-Q P-Q N 396

519. Competent Person’s Report – Imaloto Coalfield – Bushveld Minerals Limited – 23 Oct 2017 38 Figure 12: The Main Seam Resource < and > 100m below surface. The GTIS tonnage for the Main Seam, when viewed as relatively shallow (< 100 m below surface) and relatively deep (> 100 m below surface), is shown in Table 39 below. 519

21. The area that the mine operates within is characterised by hot temperatures accompanied by summer rainfall, from mid-October to mid-February. Sunny weather is often followed by afternoon thunderstorms. Temperatures in summer may range between 25 to 35 degrees Celsius ( ̊C). During the winter months, May to July, much cooler temperatures occur, ranging between 15 to 24 degrees Celsius ( ̊C) during the day, and single digit temperatures in the early morning and evening. Recent rainfall data from the rainfall weather stations near the operating sites is available; however, rainfall is also recorded at the operating sites. The highest rainfall averages in a year are between October and March (approximately 91 per cent.), while about 9 per cent. of rainfall is recorded from April to September. The topography of the operations is flat, at an altitude of 1,157 m amsl. A gentle decline exists, trending towards the Rosespruit River, from south to north with a gradient of 1:100. The Rosespruit River flows from east to west. The Swartkoppies hills are prominent to the south of the operations and reach elevation of 1,405 m amsl. A smaller range of hills to the north of the operations occur and reach an altitude of 1,234 m amsl. Fig 3: Topography of Area Surrounding the Mine Operations 3.5 Geological Setting Vanadium mineralisation occurs in vanadium-bearing titaniferous magnetite-rich layers that make up part of the Upper Zone of the Rustenburg Layered Suite of the Bushveld Complex. The magnetite-rich layers are concordant, continuous along strike and down-dip, although thickness variability occurs. The Bushveld Complex intruded Pretoria Group meta-sedimentary rocks of the Transvaal Supergroup approximately 2,060 million years ago. The layered sequence of mafic rocks, known as the Rustenburg Layered Suite, comprises five distinct zones. ● Marginal Zone, ● Lower Zone, ● Critical Zone, ● Main Zone, and ● Upper Zone. The Upper Zone is identified by the occurrence of cumulus magnetite above the Main Zone. Both the Main Zone and the Upper Zone of the Rustenburg Layered Suite occur on the Mining Right. The layers are east- west striking and north dipping, with an average dip of 19°. The lithologies associated with the Main Zone are gabbro, norite, and locally anorthosite and pyroxenite layers. The lithologies in the Upper Zone, that occurs on the northern part of the property, includes magnetite–bearing gabbro, norite, diorite and some anorthosite and magnetite layers. 21

76. considerations. In line with the closure objectives in the current approved Environmental Management Programme, no provision is required for full backfill of the open pit operations. ii. Asset lives and residual values Property, plant and equipment are depreciated over its useful life taking into account residual values, where appropriate. The actual lives of the assets and residual values are assessed annually and may vary depending on a number of factors. In reassessing asset lives, factors such as technological innovation, product life cycles and maintenance programmes are taken into account. Residual value assessments consider issues such as future market conditions, the remaining life of the asset and projected disposal values. iii. Post-retirement employee benefits Post-retirement medical aid liabilities are provided for certain existing employees. Actuarial valuations are performed annually by an independent third party and are based on assumptions which include employee turnover, mortality rates, the discount rate, health care inflation costs and rates of increase in costs. iv. Revaluation of residential properties The SMC Group carries its residential properties at fair value, with changes in fair value being recognised in the statement of profit or loss. The SMC Group engaged an independent valuation specialist to assess fair value as at year-end for residential properties. For residential properties, it measures land and buildings at revalued amounts with changes in fair value being recognised in the statement of comprehensive income. Land and buildings were valued by reference to market-based evidence, using comparable prices adjusted for specific market factors such as nature, location and condition of the property. The key assumptions used to determine the fair value of the residential properties are provided in note 11. v. Surface rights provision The SMC Group has provided for surface lease costs that would accrue to the owners of the land on which the mine is built. The quantum of the amounts due post implementation of the Minerals and Petroleum Resources Royalties Act 2008 (“MPRDA”) and the granting of the new order mining right to Vametco Holdings (Proprietary) Limited is somewhat uncertain, and needs to be negotiated with such owners. The SMC Group has conservatively accrued for possible costs in this regard, but the actual obligation may be materially different when negotiations with the relevant parties are completed. The timing surrounding the actual payment of the liability is uncertain. vi. Deferred tax assets The SMC Group has recognised deferred tax assets which include the recognition of deferred tax assets in relation to trading losses. Management consider that the recoverability of these assets is more certain than not, however, the ability to utilise these deferred tax assets in the future is not guaranteed. Revenue recognition Revenue is measured at the fair value of the consideration received or receivable and represents amounts receivable for goods provided in the normal course of business, net of discounts, rebates and value added tax. Revenue from the sale of product is recognised when the significant risks and rewards of ownership of the product have transferred to the buyer, costs can be measured reliably and receipt of the future economic benefits is probable. Significant risks and rewards of ownership pass when the title has passed to the customer and the goods have been delivered to a contractually agreed location. Interest and dividend income Interest income is recorded in the statement of comprehensive income using the effective interest rate. Dividend income is recognised at the time when the dividend can be measured reliably and the right to receive the payment is established. 76

102. UNAUDITED CONSOLIDATED STATEMENT OF CASH FLOWS For the interim periods ended 30 June 2016 and 2017 Note 30 Jun 2017 30 Jun 2016 ££ Operating activities Cash (used in)/generated from operations 12.1 (1 076 180) 3 622 982 Income tax paid 12.2 (303 345) (627 661) –––––––––––––––––––––––– Cash flows (used in)/from operating activities (1 379 525) 2 995 321 Investing activities Interest received 202 690 77 491 Purchase of property, plant and equipment (230 891) (684 142) Increase in restricted investment (489 249) (351 487) –––––––––––––––––––––––– Cash flows used in investing activities (517 450) (958 138) Financing activities Interest paid (177 237) (141 281) Cash flows from financing activities (177 237) (141 281) –––––––––––––––––––––––– Net (decrease)/increase in cash and cash equivalents (2 074 212) 1 895 902 Cash and cash equivalents at beginning of the period 4 827 975 2 560 675 Effects of foreign exchange rate movements 376 358 (1 736 624) –––––––––––––––––––––––– Cash and cash equivalents at the end of the period 2 377 304 2 719 953 –––––––––––––––––––––––– –––––––––––––––––––––––– 102

142. (ii) two deferred payments of US$600,000 each, payable following publication of the accounts for Vametco Holdings for respectively the years ending 31 December 2018 and 31 December 2019; and (iii) a payment to be made on the publication of the accounts for Vametco Holdings for the period ending on 31 December 2020 (“ 2020 Accounts ”) a sum calculated as follows: (4.5 x EBITDA as shown in the 2020 Accounts) x 5.91 per cent. Pursuant to the Acquisition Agreement the Seller has also agreed to enter into the Seller OMA. Completion of the Acquisition Agreement is conditional on: (i) the execution by Seller of the Seller OMA; (ii) the passing of the Acquisition Resolution at the GM; and (iii) Admission. In the event that the calculation of the Consideration Share Price is such that the number of Consideration Shares to be issued pursuant to the Acquisition Agreement would result in Seller holding in excess of 9.4 per cent. of the Enlarged Issued Share Capital (the “ Seller Share Threshold ”), the number of Consideration Shares shall be reduced such that the holding of Seller of Ordinary Shares is below the Seller Share Threshold, and the balance of the Initial Consideration not satisfied by the issue of the Consideration Shares (as adjusted) shall be settled in cash on Completion. The Acquisition Agreement contains limited warranties from the Seller as to capacity and title. 9.2 Demerger Agreement The Demerger Agreement dated 2 October 2017, pursuant to which Bushveld transferred the entire issued share capital of Greenhills Resources to AfriTin in consideration of the issue of the Demerger Shares and the Bushveld Retained Interest Shares. The Demerger Agreement is subject to a number of conditions, the final one of which was satisfied on 9 November 2017 with the Admission of AfriTin to trading on AIM, and the Demerger Shares and the Bushveld Retained Interest Shares were issued on 9 November 2017. Each of the Company and AfriTin have agreed to indemnify the other and their group companies for any liabilities the other may incur that relate to their respective group including in relation to any guarantee or undertaking provided to the other’s group, which were released following completion of the Demerger Agreement. Each party has also provided warranties as to capacity and authority in relation to its entry into the agreement. The Demerger Agreement also contains ( inter alia ): (i) the right for the AfriTin to acquire any rights the Company may acquire in certain prospecting rights in relation to a proposed joint venture with Lerama Resources (Pty) Limited (“ Lerama ”) in regards to any interests in prospecting rights that Lerama has, or may obtain in licences LP428PR and LP10922PR; (ii) obligations on AfriTin to honour the provisions of the Warrants; and (iii) certain ongoing transitional services to be provided by the Company to AfriTin. Pursuant to the Demerger Agreement each Shareholder was issued one new AfriTin Share for each Ordinary Share held by that Shareholder. 9.3 The Demerger Amendment Agreement The Demerger Agreement was amended by way of a deed of variation dated 8 November 2017 between the Company (1) and AfriTin (2) such that the ratio of new AfriTin Shares to be issued pursuant to the Demerger be varied from 1 AfriTin Share for every Ordinary Share held on the Demerger Record Date (as defined in the October Circular) to 0.0899 AfriTin Shares for every Ordinary Share held on the Demerger Record Date. 142

144. On the maturity date, any unconverted convertible bonds will be converted into ordinary shares, with such number of ordinary shares determined by dividing the principal amount of the unconverted convertible bonds by the average of the lowest three days volume weighted average price (as published by Bloomberg) during the period of fifteen consecutive trading days prior to the maturity date. Subject to limited exceptions, Atlas agrees not to convert more than 25 per cent. (“ Conversion Percentage ”) of the Convertible Bonds outstanding every period of three (3) calendar months (i) from 1 January to 31 March; (ii) from 1 April to 30 June; (iii) from 1 July to 30 September; and (iv) from 1 October to 31 December (each such period a “ Quarter ”). The Convertible Bond Certificate was amended by way of a deed of variation dated 7 November 2017 between Atlas (1) and the Company (2) such that (i) if Atlas has not converted the entire Conversion Percentage in any Quarter it may carry forward the unconverted Conversion Percentage; and (ii) Atlas shall not sell more than 25 per cent. of Ordinary Shares issued as a result form a conversion of the convertible bonds in any Quarter. 9.7 SP Angel Nominated Adviser and Broker Agreement A nominated adviser and broker agreement dated 14 December 2016 (and amended to 30 August 2017) between the Company (1) and SP Angel as nominated adviser and broker (2) pursuant to which the Company has appointed SP Angel to act as nominated adviser and broker to the Company for an initial period of 12 months commencing on the date of Admission. The Company has agreed to pay to SP Angel an annual retainer of £25,000 to act as nominated adviser and a further £25,000 to act as broker. The agreement contains a customary indemnity from the Company in favour of SP Angel and its representatives. 9.8 Admission Agreement An admission agreement dated 30 November 2017 between the Company (1), the Directors (2) and SP Angel (3) pursuant to which SP Angel has agreed to act as the nominated adviser and broker to the Company for the proposes of Admission and to assist the Company with the Admission process. The agreement is conditional, inter alia , upon Admission taking place on or before 31 December 2017 or such later date as SP Angel and the Company may agree but in any event not later than 8 January 2017. The Company will pay to SP Angel a corporate finance fee of £125,000. The agreement provides for the Company to pay all expenses of and incidental to the application for Admission, including the fees and costs of other professional advisers, all costs relating thereto, including printing, advertising and distribution charges, the fees of the Registrars and the fees payable to the London Stock Exchange. The agreement contains customary indemnities given by the Company in favour of SP Angel and customary warranties given by the Company and the Directors in favour of SP Angel as to the accuracy of information contained in this document and other matters relating to the Group and its business. SP Angel may terminate the agreement in specified circumstances prior to Admission, principally in the event of a material breach of the agreement or any of the warranties contained in it, or where any event of omission relating to the Group is, or will be in the opinion of SP Angel (as the case may be), material in the context of the Admission, or where any change of national or international, financial, monetary, economic, political or market conditions is, or will be in the opinion of SP Angel, materially adverse to the Company or Admission. 9.9 Lock In Agreements and the Seller OMA (i) Lock In Agreements all dated 30 November 2017 and made between the Company (1) SP Angel (2) and respectively each of the Directors (3). Each Director has agreed, pursuant to his respective Lock In Agreement, conditionally on Admission with SP Angel and the Company not to dispose of any interest in Ordinary Shares for a period of 12 months from the date of Admission, except in limited circumstances, or with the prior written consent of SP Angel and the Company. 144

297. _____________________________________________________________________________________________________________________________ J2518: CPR and updated MRE for the Mokopane Fe-V-Ti Project Page: vi October 2017 1.5 Previous Work Prior to BML’s systematic drilling programmes, the Project Area had not been explored for its Ti- magnetite potential but was covered by a regional geochemical soil sampling and geological mapping campaign by the CGS. The latter work was published in 1985 at 1:250,000 scale as the 2328 Pietersburg Geological Series map. The soil sampling was conducted at 1 km intervals and the samples were analysed by XRF and ICP-MS for over 40 elements including Fe 2 O 3 , V, TiO 2 , Cu and Ni. Significant vanadium and titanium anomalies occur and generally coincide with areas mapped as the UZ. A regional aeromagnetic and radiometric survey was conducted in the 1990’s and processed by the CGS. The data show northerly-trending magnetic zones which have been correlated with the two most prominent VTM-rich stratigraphic units, namely the Main Magnetite Group and the N- Q Zone comprising the N, O, P and Q Ti-magnetite layers. A stratigraphic drillhole BV-1 was drilled by the CGS in 1991 on the farm Bellevue 808LR, approximately 2 km south-west of the Project Area. The 2,950 m deep hole covered the entire Upper Zone stratigraphy and intersected 32 discrete layers of VTM-rich rocks (>20% opaque minerals) ranging in thickness between 7 cm and 13 m (Ashwal et al ., 2005). Most prominent are the uppermost semi-massive Ti-magnetite layer (Q layer) which has a thickness of 13 m and an approximately 8 m thick vanadium-rich layer with variable Ti-magnetite content. The latter is some 175 m above the base of the UZ and can be correlated with the MML. The occurrence of the two most prominent Ti-magnetite layers in drillhole BV-1 at depths of approximately 600 m and 1,400 m illustrates the remarkable spatial continuity of these layers. The N-Q Layers in the Project Area had not been identified prior to BML’s exploration activities. The MML is only partially portrayed on the maps existing at the time interpreted from exposures in isolated outcrops. No historic Mineral Resource Estimates had been carried out in the Project Area. 1.6 Previous Mineral Resource Estimates 1.6.1 2010 and 2011 A total of 4,234.06 m were drilled in 17 diamond drillholes during the 2010-2011 drilling campaigns on the farms Vliegekraal and Vriesland. This included four drillholes totalling 902.02 m on the MML and 10 drillholes totalling 2,583.77 m on the P-Q Zone. The stratigraphically lower N and O layers were excluded from the Mineral Resource Estimate (“MRE”). The results from these 17 drillholes together with information about the Project were presented in a report entitled “JORC Competent Person’s Report and MRE for the Mokopane Fe-V-Ti Project covering the farms Vriesland 781LR, Vliegekraal 783LR, Malokong 784LR and Vogelstruisfontein 765LR near Mokopane, Limpopo Province, South Africa”, dated 25 November 2011. The following Mineral Resources were reported for the MML (Table 1-3) and the P-Q Zone (Table 1-4 and 1-5) in November 2011 using the guidelines of the 2004 Edition of the JORC Code. A 35% Fe 2 O 3 cut-off was used for the P-Q Zone and a 40% cut-off for the higher grade 297

363. _____________________________________________________________________________________________________________________________ J2518: CPR and updated MRE for the Mokopane Fe-V-Ti Project Page: 48 October 2017 10.2 Core Recovery and Geotech logging The core recoveries in the poorly consolidated overburden (3 m to 5 m) were relatively low (5% to 70%) but generally above 90% in the weathered and unweathered rocks. Core losses and core recovery percentages were recorded for the length of each drillhole in geotechnical log sheets together with the rock hardness, degree of weathering and the number of fractures for each drill run. The hand written log sheets were captured digitally at the Mokopane field office into the Maxwell LogChief database and the data was then captured in the Maxwell DataShed database hosted at MSA’s offices in Johannesburg. 10.3 Density Measurements No bulk density measurements were conducted. The specific gravity was determined on all drill core samples with a gas pycnometer by Set Point Laboratory in Johannesburg, South Africa. 10.4 Downhole Geophysical Logging No downhole geophysical logging was carried out. Downhole orientation surveys were carried out using a Reflex EZ-track on most deep drillholes i.e. VK10, VK12, VK13, VK14, VK15, VK16, VK17 and VK18. Drillhole VK19 could not be surveyed as the hole collar had collapsed and VK13 had also collapsed below the collar at a depth of 36 m depth. 363

232. J3727 Bushveld Minerals Ltd_Vametco CPR Update_RSA Page: 59 the event of the ball mill silo’s being full then t KHRUHLVGHSRVLWHGRQWRWKHƙLQFK -13 mm) stockpile. 10.1.1.2 Milling and Concentrator Section In the milling section the <13 mm ore is reduced in size to 90 % <150 μm in a wet ball-milling process. The finely ground ore is then fed to magnetic separators where the magnetic portion is separated from the gangue material. The first concentrate from the magnetic separators are fed to the secondary mill where it is further grinded down and finally separated in a magnetic separator. The concentrated magnetite is then fed to the roasting section and the gangue material is deposited on the slimes dams where the water is recovered and recycled in the concentrate plant. 10.1.1.3 Roasting Section Weighed amounts of magnetite, sodium sulphate and sodium carbonate are mixed and fed to the pulverised coal fired rotary kiln. The mixture is roasted at approximately 1250 °C, rendering the vanadium water-soluble. Kiln off-gases are scrubbed in a wet venturi scrubber prior to release to atmosphere. The solids in the scrubber liquor are settled in a thickener, dewatered over a belt filter and returned to the kiln feed. The thickener overflow is returned to the venturi scrubbing circuit. 10.1.1.4 Leach Section The kiln discharge solids are wet-milled, water-leached and washed in a counter current process over large belt filters. The magnetite tailings are disposed of on the tailings dump. Aluminium sulphate and flocculent is used to desilicate and clarify product liquor referred to as pregnant (preg) solution. The pregnant solution (the principal components of which are sodium vanadate) is pH adjusted with sulphuric acid before being pumped to the precipitation section. 10.1.1.5 Precipitation and MVO Section Vanadium in the pregnant solution is precipitated with ammonium sulphate to form ammonium metavanadate (“AMV”). AMV is then dried in a rotary calciner at a temperature that will not drive the ammonium ions off. The dried AMV is then forwarded to the MVO section for conversion. The vanadium depleted solution referred to as barren solution is pumped to the sulphate recovery plant (SRP). The function of the MVO section is to reduce the AMV to modified vanadium oxide (MVO). The MVO is drummed and sealed when cool to prevent re-oxidation. The product is black in colour with some variation to brown. MVO is the feed stock for the products manufactured at Vametco i.e. Nitrovan® and Ferro-Vanadium. 10.1.1.6 Nitrovan Furnaces The MVO is mixed with the required quantity of carbon in the mix plant to produce the various grades of Nitrovan®, i.e. Nitrovan 12 % and 16 %. Under controlled conditions, nitrogen is purged into the furnace to substitute the carbon and dependant on the quantity of carbon this results in the required grades of Nitrovan®. Vanadium in these products is in the reduced state with a minute quantity tied to oxygen. Elements are in a solid solution state. 232

336. _____________________________________________________________________________________________________________________________ J2518: CPR and updated MRE for the Mokopane Fe-V-Ti Project Page: 21 October 2017 susceptibility variations in the UZ and highlights the particularly high VTM concentrations associated with the semi-massive to massive Main Magnetite Layer (“MML”) and the P-Q Layers within the P-Q Zone. The P-Q Zone is referred to as “N-Q Zone” when the stratigraphically lower and narrow (<0.5 m) N and O layers are included. Figure 7-4 Magnetic susceptibility vs depth of the UZ in drillhole BV-1 (after Ashwal et al ., 2005) Note: Magnetic susceptibility measurements were collected every 2 cm on the Bellevue BV-1 drill core 7.3.2 P-Q Ti-Magnetite Layers This approximately 25 m thick VTM-rich interval was intersected in BV-1 and consists of the two semi-massive to massive VTM layers P and Q which are separated by an approximately 7 m thick “parting” of Ti-magnetite gabbro and anorthosite. The generally narrow (<0.5 m) N and O layers occur approximately 15 m below the base of the disseminated portion of the P layer. Magnetic susceptibility and density measurements on BV-1 drill core were conducted by Ashwal and co- workers (2005; Figure 7-5). The semi-massive to massive P and Q Layers show high magnetic susceptibility values with considerable internal fluctuations in their VTM content. They generally have gradual contacts with footwall and hanging wall rocks, as illustrated in Figure 7-5. The P-Q Layers in the Project Area occur in the wide, soil-covered plains between the Main Zone lithologies forming a range of hills to the east and the Nebo granite plateau to the west and are therefore not easily recognised in the field other than by the presence of a distinctive reddish- brown soil cover containing abundant Ti-magnetite. This could explain why this prominent group N 336

376. _____________________________________________________________________________________________________________________________ J2518: CPR and updated MRE for the Mokopane Fe-V-Ti Project Page: 61 October 2017 P 2 O 5 in Figure 11-14 shows that repeat analyses exceeded the original assay results at values above 1% P 2 O 5 . The difference is generally less than 10% and therefore not considered to be material to the overall results. The slight scatter at moderate Fe 2 O 3 and at low V 2 O 5 and P 2 O 5 concentrations are not considered to be material and acceptable for use in the MRE. Figure 11-11 Scatter Plot of 214 Field Duplicate Sample Pairs for Fe 2 O 3 (MSA, 2015) Figure 11-12 Scatter Plot of 214 Field Duplicate Sample Pairs for TiO 2 (MSA, 2015) Figure 11-13 Scatter Plot of 214 Field Duplicate Sample Pairs for V 2 O 5 (MSA, 2015) 376

503. Competent Person’s Report – Imaloto Coalfield – Bushveld Minerals Limited – 23 Oct 2017 22 Samples and Qualities The following validation is done on the quality data before loading: - Σ Proximate analyses = 100% - Are there missing samples i.e. not sampled at all or analyses missing? - Do overlapping samples exist? - Validation of all values present in a sample - Is the quality of the sample representative of the lithology description? The quality data was composited in Excel, and the qualities per seam and per block was calculated by weighted average. All qualities were weighted for sample fraction mass and yield. Model Validation The model was validated by plotting floor elevation and thickness contours as well as quality contours and checking the contour plots for bull’s eyes. Cross -sections were drawn through most of the boreholes to evaluate all seam correlations and borehole coordinates. Crosschecks were done using the original log of boreholes for lithology and qualities. Postings of data from boreholes against a backdrop of grid model contours also helped to determine whether the model was honoring the borehole data. Resource Delineation and Classification. The classification of reserves and resources are compiled in accordance with the JORC Code dated 2012. A summary of the classification of resources and reserves according to the JORC Definition Standards is shown in Figure 6 below. This summary is used by many resource codes and essentially indicates the increasing level of confidence in coal resources as the level of knowledge increases. Figure 6: Resource and Reserve Classification as per JORC Definition Standards. 503

501. Competent Person’s Report – Imaloto Coalfield – Bushveld Minerals Limited – 23 Oct 2017 20 345 kcal/kg (NAR). The middling product will have an Ash content of 38.6 % and a Calorific Value of 3 819 kcal/kg (NAR). The discard qualities of this process are listed on the bottom line in Table 16. Table 16: Potential Products for the Upper Seam with a Double Stage Wash. Table 17: Cumulative Wash Table for the Upper Seam. 6. Mineral Resource Estimate Modeling The geological model used for the resource estimation was created in Surfer (Version 10.7.972), a modeling package developed and distributed by Golden Software in Colorado. Surfer is essentially a contour programme that has the capability to calculate volumes between surfaces. The data that is used to create the surfaces are read from spread-sheets or databases, and in this instance I used Excel. The dataset was populated with the lithological and quality data and then interrogated by the software for the required outcomes Borehole identification, the survey data and then the seam interval data is loaded into a dataset. Parameters controlling the modelling operation (such as interpolator selection, conformable relationships, limits and faults) are defined and maintained in the model framework. Surfer has a function called blanking, which is use to confine grid files to specific areas. This function is used to isolated resource blocks when volumes are calculated between surfaces. The gridding method used was the inverse of distance squared. For this sample spacing Kriging is not appropriate. A uniform grid with nodes is generated for each surface. Given the drilling spacing, the grid cell size is set at 50 m x 50 m. It is pointless to grid to a smaller size given that the average borehole spacing across the whole area came to 423 m 2 . Block 1 has the highest number of boreholes per area, at an average grid of 331 m 2 . Once a volume has been calculated a weighted average density is applied to the volume and a tonnage is determined. Item Wash Moist Ash Vol F.C. S Gross C.V. Yield DAVF GAR NAR R.D. % % % % % M J/k g % k cal/k g @ 8% TM k cal/k g @ 8% TM De s tone d at 1.900 1.9 4.8 26.3 29.5 39.4 1.19 21.95 79.8 42.8 5069 4827 Prim ary 1.5 5.1 20.0 32.0 42.9 1.10 24.12 52.9 42.7 5587 5345 M iddling 1.5 - 1.9 4.3 38.6 24.6 32.5 1.36 17.69 26.9 43.1 4062 3819 Dis card >1.9 3.0 70.9 13.4 12.7 4.29 5.49 20.2 51.3 1244 996 Products based on b/hole data for a double stage w ash - Destone @ RD 1.900, Split the destoned pr oduct @ RD 1. 500 for primary and middling products. Upper Seam Products, (Air-dried Base) Calculated Fines generation and benef iciation, and plant ef f iciency excluded f rom this simulation Sam ple Wash Moisture Ash Volatile F.C. Sulphur Gross C.V. Yield DAVF GAR NAR M as s R.D. % % % % % M J/k g % k cal/k g @ 8% TM k cal/k g @ 8% TM 11820 F1.35 5.4 12.5 34.8 47.3 1.03 26.83 7.9 42.4 6233.6 5993.0 36170 F1.40 5.2 15.7 33.7 45.4 1.01 25.64 22.8 42.7 5944.5 5703.9 72838 F1.50 5.1 20.0 32.0 42.9 1.10 24.12 52.9 42.7 5586.5 5345.5 31120 F1.60 5.0 22.1 31.1 41.8 1.14 23.43 65.7 42.7 5420.2 5179.0 15814 F1.70 4.9 23.7 30.5 40.9 1.17 22.88 72.2 42.7 5290.2 5048.9 10087 F1.80 4.9 25.0 30.0 40.2 1.18 22.43 76.4 42.7 5181.7 4940.3 8167 F1.90 4.8 26.3 29.5 39.4 1.19 21.95 79.8 42.8 5068.9 4827.3 49077 S1.90 4.5 35.3 26.2 34.0 1.82 18.62 100.0 43.6 4282.9 4040.2 15222 -0.5 Raw 4.5 37.2 23.5 31.6 1.40 16.73 40.4 3850.3 3606.8 257720 Raw 4.5 35.4 26.1 33.9 1.79 18.51 43.4 4257.4 4014.7 Comb ined results from eighty-one samples out of seventy-nine b oreholes. Uppe r Se am - Cum ulative Re s ults (Air-drie d Bas e ) as @ 17 M ar 2013 Calculate d 501

36. His corporate career started at McKinsey & Company where as a strategy consultant he worked on advising clients on corporate strategy and organisational development. Geoffrey Norman Sproule (aged 75), Finance Director Geoff Sproule is the finance director of Bushveld. He is a chartered accountant with more than 40 years’ experience in various financial management roles. He is a former partner of Deloitte and Touche, South Africa. Anthony Richard Viljoen (aged 40), Non-Executive Director Anthony Viljoen is a mining entrepreneur and co-founder and director of VM investment (Pty) Ltd, a principal investment and advisory company focused mining projects in Africa, alongside Fortune Mojapelo. He is the CEO of AfriTin. Anthony has been responsible for the establishment or project development of a number of junior mining companies across Africa, including New Kush Exploration and Mining (Gold, South Sudan), Coal of Madagascar and Eagle Resources Limited (Uranium). Prior to getting involved with the mining industry, Anthony spent several years in investment banking and has previously worked at Deutsche Bank, Barclays Capital (London) and Loita Capital Partners, a pan African investment banking firm. Anthony has a post graduate diploma of finance, banking and investment management. Jeremy Ian Friedlander (aged 63), Non-Executive Director Jeremy is a qualified attorney. He joined Old Mutual as a legal advisor and in 1993 established McCreedy Friedlander, which became one of the premier property companies/agents in South Africa and negotiated an association with Savills. In 1998, he listed McCreedy Friedlander as part of a financial services group on the JSE and shortly afterwards relocated to London. More recently Jeremy was a director of Onslow Resources. He is business development director of a number of Avana Companies involved in Uranium, Coal, Gold and Gas and industrial minerals. The Company intends to appoint a new independent non-executive director by 31 January 2018. Senior Management Mikhail Nikomarov (aged 37), CEO Bushveld Energy Mikhail is the founder and a minority shareholder of Bushveld Energy. He has strategic and operational experience across four continents and eight African countries. Prior to Bushveld Energy, Mikhail spent six and a half years with McKinsey & Company in Moscow and Johannesburg as an advisor for national governments, utilities and manufacturers on strategy and policy, and also led operational turnarounds in the energy sector. He worked as a banker in the USA and has a deep knowledge of mid-cap funding and has published work on national competitiveness and trade and co-authored McKinsey & Company’s 2015 “Brighter Africa” report on the power sector. Mikhail holds an MBA from INSEAD from France, an Economics Diploma from the London School of Economics in the UK and two BA degrees in History and in Economics from the University of Massachusetts in the USA. Prince Nyati (aged 40), CEO Lemur Holdings Prince has over 15 years’ experience in Energy and Mining with a particular focus on Project Development and Mergers & Acquisitions. He has worked in several countries including Zambia, South Africa, India, Singapore and the USA under Shell Oil, Total Petrochemicals, Eskom, Tata Power and Oreport. As Group Head of Tata Power, Prince evaluated over 100 coal assets and over 50 power opportunities in 30 countries. He served on the Board of Directors at Cennergi and the Tsitsikamma and Amakhala Wind Projects. He has led the development of numerous infrastructure projects in sub-Saharan Africa and facilitated transactions worth approximately $1.5 billion in Zambia and South Africa. Prince holds a BA from the University of Zambia and an MBA in Corporate Finance from the University of Houston. 36

70. CONSOLIDATED STATEMENT OF CHANGES IN EQUITY For the three years ended 31 December 2016 Attributable to the owners of the parent Foreign exchange Non– Share translation controlling Total capital Reserves reserve Total interests equity £ £ £££ £ At 1 January 2014 26 491 291 (7 578 939) – 18 912 351 2 923 498 21 835 850 Total comprehensive income for the year – 6 015 504 – 6 015 504 154 916 6 170 420 Dividend declared – (643 740) – (643 740) – (643 740) Foreign exchange rate movements – – 7 129 930 7 129 930 (127 637) 7 002 293 Other comprehensive income – 109 567 – 109 567 – 109 567 –––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––– At 31 December 2014 26 491 291 (2 097 608) 7 129 930 31 523 613 2 950 777 34 474 390 Total comprehensive income for the year – 222 786 – 222 786 (39 721) 183 065 Dividend declared – (654 160) – (654 160) – (654 160) Foreign exchange rate movements – – (1 677 519) (1 677 519) (451 732) (2 129 251) Other comprehensive (expense) – (450 784) – (450 784) – (450 784) –––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––– At 31 December 2015 26 491 291 (2 979 766) 5 452 411 28 963 936 2 459 324 31 423 260 Total comprehensive loss for the year – (1 643 798) – (1 643 798) 813 240 (830 558) Dividend paid – (740 170) – (740 170) – (740 170) Foreign exchange rate movements – – 1 475 471 1 475 4741 1 016 661 2 492 132 Other comprehensive (expense) – (345 356) – (345 356) – (345 356) –––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––– At 31 December 2016 26 491 291 (5 709 090) 6 927 882 27 710 083 4 289 225 31 999 308 –––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––– –––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––– 70

101. UNAUDITED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY For the interim periods ended 30 June 2016 and 2017 Foreign exchange Non– Share translation controlling Total capital Reserves reserve Total interests equity ££££££ At 1 January 2016 26 491 291 (362 116) 763 285 26 892 459 2 459 324 29 351 783 (Loss) for the period – (431 776) – (431 776) (9 285) (441 062) Foreign exchange rate movements – (4 848 470) 5 195 387 346 917 391 816 738 733 Other comprehensive income – – – – – – ––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––– At 30 June 2016 26 491 291 (5 642 362) 5 958 672 26 807 600 2 841 855 29 649 454 ––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––– ––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––– At 1 January 2017 26 491 291 (3 114 554) (4 510 109) 18 866 628 4 289 225 23 155 853 Profit for the period – 3 040 128 – 3 040 128 437 183 3 477 311 Foreign exchange rate movements – (4 320 050) 11 539 221 7 219 171 (70 319) 7 148 852 Other comprehensive income – – – – – – ––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––– At 30 June 2017 26 491 291 (4 394 476) 7 029 112 29 125 927 4 656 089 33 782 016 ––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––– ––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––– 101

132. (iii) Alteration of capital The Company may by ordinary resolution, inter alia , consolidate and divide all or any of its share capital into shares of a larger amounts and sub-divide all or any of its shares into shares of a smaller amounts. (iv) Transfer of shares A member may transfer all or any of his shares (1) in the case of certificated shares by transfer in writing in any usual or common form or in any other form acceptable to the Directors and (2) in the case of uncertificated shares, in the manner provided for in the rules and procedures of the operator of the relevant system and in accordance with and subject to the CREST Regulations. The instrument of transfer of a certificated share shall be signed by or on behalf of the transferor and, if the share is not fully paid, by or on behalf of the transferee. The Board may, in its absolute discretion and without assigning any reason, decline to register any transfer of any certificated share unless it is: (i) in respect of a share which is fully paid up; (ii) in respect of a share in which the Company has no lien; (iii) in respect of only one class of share; (iv) in favour of a single transferee or not more than four joint transferees; (v) duly stamped (if so required); and (vi) delivered for registration to the registered office of the Company (or such other place as the Board may from time to time determine) accompanied by the relevant share certificate(s) and such other evidence as the Board may reasonably require to show the right of the transferor to make the transfer. (v) Dividends and Distributions (i) Subject to the Law, the Directors may if authorised by an ordinary resolution authorise dividends and distributions to be paid to Shareholders. If any share is issued on terms providing that it shall rank for dividend or distribution as from a particular date, such share shall rank for dividend or distribution accordingly. (ii) Subject to the Law, the Directors may, if authorised by an ordinary resolution, offer Shareholders the option of receiving any dividend in the form of a scrip dividend, in the form of fully paid bonus shares, or in any other form as the Directors may determine. (iii) All unclaimed dividends may be invested or otherwise made use of by the Directors for the benefit of the Company until claimed. All dividends or distribution unclaimed for a period of 12 years from the date on which such dividend or distribution was declared shall, if the Directors so resolve, be forfeited and shall revert to the Company. (iv) There is no fixed date on which an entitlement to dividend arises. (v) There are no dividend restrictions attaching to the Ordinary Shares, provided they are fully paid up. Payments of dividends may be made by electronic transfer or by cheque or warrant. (vi) Suspension of rights The Directors may by notice in writing require a Shareholder to disclose to the Company the identity of any person other than the Shareholder (an “ Interested Party ”) who has any interest (whether direct or indirect) in the shares held by the Shareholder. If a Shareholder, or any other person appearing to be interested in shares held by that Shareholder, has been issued with such a notice and has failed, in relation to any shares (the “ default shares ”), to give the Company the information thereby required within the prescribed period from the service of the notice, the following sanctions shall apply unless the Board otherwise determines: (i) the Shareholder shall not be entitled in respect of the default shares to be present or to vote (either in person or by proxy) at any general meeting or at any separate meeting of the holders of any class of shares or on any poll or to exercise any other right conferred by membership in relation to any such meeting or poll; and 132

251. J3727 Bushveld Minerals Ltd_Vametco CPR Update_RSA Page: 78 16 VALUATION OF THE VAMETCO MINERAL ASSETS 16.1 Discounted Cashflow Analysis 16.1.1 Principal Sources of Information The principal source of information in this section of the report is an Excel spreadsheet detailing the operations of the Project. The spreadsheet wa s provided by Ken Greeves, Hindsight, dated 7 September 2017. 16.1.2 Introduction The financial evaluation has been performed in real terms and has been undertaken on an after- tax, un-leveraged, real rate of return basis. The inflate/deflate methodology has been incorporated in order that the quantum and timing of tax and royalty payments is correct The base date for the NPV and IRR calculations for the financial model is 16 October 2017. All production, costs and revenues are based on financial years and all cash inflows and outflows are assumed to occur at the start of each year, i.e. 1st January of each year. 16.1.3 Review of Cash Flow Forecast The spreadsheet model was checked for formula consistency and for the correct flow-through of data between the various sections of the spreadsheet. A few errors were found and corrected. The input parameters were also reviewed and a number of changes made as outlined below. 16.1.4 Changes made to the Model Foreign Exchange Rate A foreign exchange rate of ZAR 13.50 : US$ 1.00 was implemented. Over the last 6 months, the rand has averaged ZAR 13.25 to the US$ but the general consensus of investment analysts is that the Rand will remain stable provided that the political situation does not change. Investec Bank is forecasting ZAR 13.47 to the US$ in 12 months’ time. Rand Merchant Bank has forecast a rate of ZAR 13.97 to the US$ in the next 12 months. The exchange rate was allowed to change according to the purchasing power parity (“PPP”) between the two currencies. The inflation rate for South Africa is forecast to be 6 % per annum and the US inflation is forecast to be 2.5 % per annum giving a PPP of 3.41 % per annum. Discount Rate The valuation must comply with the AIM rules of using a real discount rate of 10 %. The NPVs will be in real terms determined after the inflate/deflate methodology has been implemented. With a South African inflation rate estimated at 6 % per annum, a 10 % discount rate equates to a 16.71 % nominal discount rate. Other Other inputs covering tax and royalties were checked and found to be correct. All other inputs are considered to be acceptable. 251

438. _____________________________________________________________________________________________________________________________ J2518: CPR and updated MRE for the Mokopane Fe-V-Ti Project Page: 123 October 2017 14.5 Current Mineral Resource Estimate for AB Zone The data for the AB Zone was generated from a DataShed database and MSA considers that the database is an accurate representation of the original data collected. The data were collected by qualified BML geologists. 14.5.1 Database The database comprises collar, lithology, survey, sampling and assay data which were subjected to QC checks and validations. The data collection was done in accordance with BML’s standard operating procedure (”SOP”). Thirteen drillholes intersected VTM mineralisation, three of which (AB05, VL37 and VL38) intersected a VTM-enriched package that differs in his physical and geochemical properties from the other 10 holes of the AB Zone. The Thirteen drillholes total 1,079.86 metres of drill core. Additional tests were performed to assess the consistency of the assay results. The Fe 2 O 3 +TiO 2 versus SG and the Fe 2 O 3 +TiO 2 versus V 2 O 5 concentrations generally follow reasonably well constrained trends as shown in the scatterplots in Figure 14-12 and Figure 14-13. The results show the expected compositional patterns and a very good overall data integrity has therefore been achieved. Figure 14-12 SG vs Fe 2 O 3 + TiO 2 scatterplot, n=451 (MSA, 2015) 438

357. _____________________________________________________________________________________________________________________________ J2518: CPR and updated MRE for the Mokopane Fe-V-Ti Project Page: 42 October 2017 drilled in the footwall of the P-Q-Zone and intersected the stratigraphically lower interval containing the N and O Layers. An entire fence line with 11 holes (VKW12 to VKW22) was positioned too far to the west and intersected the weathered hanging wall sequence of the P-Q Zone. Only drillhole VKW31, positioned further east, intersected the targeted Ti-magnetite mineralisation of the P-Q Zone.  Phase 6 – Strike Extension Drilling and Additional Core Sampling (March 2013 - March 2014) During this period one hole SN03 was drilled on Schoonoord 2012 with a metreage of 175.47 m to extend the strike length of the P-Q Zone southwards. Sampling and assaying of the MML Hanging Wall package was conducted on existing core from 11 holes. Similarly, the core of 19 existing drillholes including BV-1 were sampled and assayed for phosphorus and other major elements and the results were used for the MRE on the Phosphate Zone above the P-Q Zone.  Phase 7 – In-fill drilling MML and MML HW and A-B Zone (January 2014 – March 2015) In the first half of 2014, seven holes (AB1 to AB7) were drilled targeting the A-B Zone and between November 2014 and February 2015 a further 43 drillholes were completed from which 11 holes targeted the A-B Zone and 32 holes the MML and MML HW. MSA has used the geological logging of holes with A-B Zone intersections for the Mineral Resource modelling. BML advised MSA that the sampling and assaying of the 32 holes drilled in 2014 and 2015 on the MML and MML HW was not completed by 28 October, 2017. 9.2 Geophysical Surveys The CGS carried out a semi-regional aeromagnetic survey in the late 1990s and the results were used by BML to constrain the approximate position of the highly magnetic Ti-magnetite layers and to identify structural features (see Section 7.3.4). A ground magnetic survey was conducted by the Mining Corporation Limited (“MCL”, a South African government company) and published by the Geological Survey of South Africa (Schutte, 1980) in the form of hand-contoured magnetic intensity maps. The data were used together with the aeromagnetic survey to locate the sub-outcropping Ti-magnetite layers and to guide the initial diamond drill programme in 2010. In 2013 a high resolution airborne magnetic survey was completed over the Project Area by South African geophysical service provider GyroLAG. The results were used to guide the recent in-fill drill programme on the MML and the siting of drillholes on the A-B Zone. 357

343. _____________________________________________________________________________________________________________________________ J2518: CPR and updated MRE for the Mokopane Fe-V-Ti Project Page: 28 October 2017 The stratigraphic succession of cyclic magmatic units and Ti-magnetite-rich zones were established in the stratigraphic hole BV-1. The succession was confirmed and adopted by BML to define the geological sequence encountered during mapping and exploration drilling in the Project Area where Upper Zone lithologies are generally not, or only poorly, exposed. The detailed descriptions of two stratiform zones of VTM mineralisation and associated semi-massive VTM layers are therefore based entirely on drillhole intersections (Sections 7.4.1.1 and 7.4.1.2). The two significant VTM mineralised zones intersected are:  Main Ti-magnetite Layer (“MML”) and MML Hanging Wall (“MML HW”)  P and Q Ti-magnetites (P-Q Layers) and disseminated foot- and hanging-wall (P-Q Zone) A stratigraphic correlation of prominent Ti-magnetite layers in hole BV-1 with various holes drilled by BML is schematically shown in Figure 7-10. Figure 7-10 Stratigraphic correlation between hole BV-1 and BML drillholes (BML, 2011) 343

351. _____________________________________________________________________________________________________________________________ J2518: CPR and updated MRE for the Mokopane Fe-V-Ti Project Page: 36 October 2017 Figure 7-18 Stratigraphic units Q2, Q1 and PQPART in weathered zone in VKW11 (13.5 m – 20.5 m) (BML, 2013) 7.4.3.2 AB Zone The AB Zone mineralisation is based on borehole intersections from 13 diamond drill holes, drilled up to and including 2015 on Vriesland and Vliegekraal (Figure 7-19). Three of these drillholes also intersected the MML which occurs approximately 100 m stratigraphically above the AB Zone. Figure 7-19 Imagery of the farms Vriesland and Vliegekraal (MSA, 2015) Left: Satellite image for the farms Vliegekraal and Vriesland with drillhole collar positions (yellow) Right: Geological interpretation of the MML (red) and AB Zone (blue) The AB Zone represents the lowermost accumulation of abundant VTM and has been subdivided into three layers defined by geological logging and V 2 O 5 grade. The mineralisation consists of a Vliegekraal 351

352. _____________________________________________________________________________________________________________________________ J2518: CPR and updated MRE for the Mokopane Fe-V-Ti Project Page: 37 October 2017 relatively higher-grade upper and lower unit of strongly disseminated VTM, separated by a lower- grade parting. The mineralised units may contain one or two narrow layers (<40 cm) of semi- massive to massive VTM and have an average dip of 21° to the west with a combined average true thickness of approximately 9.3 m. Several drillholes were located to intersect the MML and underlying AB Zone but were terminated before the AB Zone was reached. These holes also guided the geological modelling of the AB Zone due to the layers’ conformable nature. The drilling of holes that exclusively targeted the AB Zone was confined to the south-central portion of Vriesland. However, the three southernmost drillholes (AB05, VL37 and VL38) on Vriesland intersected an 18 m to 20 m thick VTM mineralised package with a gradual upwards increase in VTM and pervasive sulphides that, without additional drilling, cannot be unambiguously correlated with the AB Zone in the south-central portion of Vriesland. The position of these three holes is marked with a blue circle in Figure 7-19 and the holes have been excluded from the geological model and therefore from the Mineral Resource. 7.4.4 Structure Three sets of regional fault zones transect the Project Area (Figure 7-8):  A NE-SW striking fault zone crosses the central part of Vogelstruisfontein, the south-central portion of Malokong and the northern part of Vliegekraal. This regional structure is partly intruded by a doleritic dyke and separates the NE-SW trending UZ lithologies north of the fault from the roughly northerly striking Upper and Main Zone stratigraphy to the south of the fault. The fault structure is responsible for the abrupt truncation of the layered stratigraphy of the Upper and Main Zone rock units and their displacement to the northeast such that the MML abuts against the northern edge of the MZ troctolite layer on Vogelstruisfontein. This indicates an apparent vertical displacement of 1,400 m (downthrown to the NW) and an apparent horizontal displacement (right lateral) of 2,600 m (Cheshire, 2011). The general paucity of outcrop in the faulted area on Vogelstruisfontein does not allow for an assessment of the position and the extent of displacement of the UZ lithologies, including the Ti- magnetite layers, without further drilling.  A NE-SW striking fault zone across Vriesland is inferred from a left lateral horizontal displacement of the MZ troctolite unit to the east of the Project Area (Cheshire, 2011). The effect of the latter structure and possible associated splays on the UZ lithologies cannot be quantified without further drilling due to the poor outcrop conditions, although the aeromagnetic data do not indicate a large displacement on the P-Q Zone and the MML.  An ENE-WSW striking fault zone crosses the central part of Vriesland and has been intruded in part by a doleritic dyke with a distinct magnetically negative signature, usually diagnostic for Karoo-aged dolerites (Figure 7-7). The fault resulted in a right lateral displacement of the diabase sill outcrop near the western boundary of Vriesland although limited displacement is evident for the P-Q Zone and the MML. The southern portion of Vriesland appears to be affected by block faulting as a result of the intersection of the regional NE-SW and ENE-WSW fault zones. Block faulting is generally linked to normal faults and the resulting structural blocks can differ slightly in their orientation and dip and usually have a strike extent of several hundred metres to several kilometres. Structural compartments are a common feature along the entire strike length of the Northern Limb (Schutte, 1980; Van der Merwe, 1978). 352

422. _____________________________________________________________________________________________________________________________ J2518: CPR and updated MRE for the Mokopane Fe-V-Ti Project Page: 107 October 2017 The wireframes representing the MML HW layers were initially extended above the surface topography and extrapolated approximately 350 m beyond the deepest drillhole intersection (Figure 14-9). These surfaces were then truncated at the interpreted base of the soil horizon and 120 m vertically below surface as was done for the previous MML MRE (Figure 14-10). Figure 14-9 W-E section, showing the 15 surfaces representing 14 layers in the MML HW (MSA, 2014) Figure 14-10 W-E section, 14 MML HW layers truncated by soil and at 120 m vertical depth (MSA, 2014) 422

478. 478 Summary Table of the Company’s Assets – Imaloto Coal Deposit Asset* Holder BMN Interest Status License Expiry License Area Comments 1. 4578 Coal Mining Madagascar SARL 99% Mining Right 28/11/2045 25 km 2 159 Boreholes 2. 12653 Coal Mining Madagascar SARL 99% Prospecting Right 10/02/2014 25 km 2 completed and 3. 3196 Coal Mining Madagascar SARL 99% Prospecting Right 06/11/2013 18.75 km 2 an initial 4. 27163 Coal Mining Madagascar SARL 99% Prospecting Right 27/10/2012 6.25 m 2 resource has 5. 26904 Coal Mining Madagascar SARL 99% Prospecting Right 27/10/2012 6.25 km 2 been quantified. Summary of Reserves and Resources by status Category Gross Net attributable (99%) Operator Raw Coal Quality (ADB) Raw Coal Quality (ADB) Tonnes (Mt) Ash (%) CV (MJ/kg) Tonnes (Mt) Ash (%) CV (MJ/kg) Coal Resources per asset Measured 91.613 32.5 19.62 90.697 32.5 19.62 Coal Mining Indicated 31.497 35.7 18.14 31.182 35.7 18.14 Madagascar Inferred 12.627 34.4 18.80 12.501 34.4 18.80 SARL Sub-Total 135.737 33.4 19.20 134.380 33.4 19.20 Total 135.737 33.4 19.20 134.380 33.4 19.20 Source : F. J. Erasmus Johan Erasmus was contracted as an external independent consultant, and was present on site on the following dates during the exploration programme: Date from Date to No. of Days Activities Carried Out 31 Aug 2011 9 Sep 2011 10 Site visit and drilling verification 17 Nov 2011 27 Nov 2011 10 Site visit and drilling verification 26 May 2012 6 Jun 2012 12 Site visit, logging and sampling checks 23 Jun 2012 30 Jun 2012 7 logging and sampling checks, drilling verification Qualifications Sumsare is an independent consultancy specializing in professional technical consultancy services to the mining and metals sector. Johan Erasmus is a Competent Person as defined by the JORC Code 2012 Edition, having at least five years’ experience that is relevant to the style of mineralisation and type of deposit described in the CPR, and to the activity for which he is accepting responsibility for. He has overall responsibility for reporting of Ore Reserves and Valuation. He graduated with a degree in Science (B.Sc. (Geology and Chemistry)) from the University of Port Elizabeth in 1989. In addition, he obtained an Honours degree in Science (B.Sc. Hons. (Geology)) from the University of Port Elizabeth in 1990. Mr Erasmus is a registered member of the South African Council for Natural Scientific Professions (SACNASP), registration number 400052/96. He has worked as a geologist for a total of 26 years since graduating from university. Basis of Opinion Sumsare has reviewed the information contained elsewhere within the Admission Document which relates to information contained in the CPR (specifically in Part I of the Admission Document) and can confirm that the information presented is accurate, balanced, complete and not inconsistent with the CPR. Sumsare have reviewed Part I in the Admission Document and confirm that information that has been extracted from the CPR has been extracted directly from the CPR and presented in a manner which is not misleading and provides a balanced view of the CPR. Sumsare are responsible for this covering letter and the CPR that forms part of the Admission Document and declare that it has taken all reasonable care to ensure that the information contained herein, to the best of our knowledge, is in accordance with the facts and contains no omission likely to affect its import. In

292. _____________________________________________________________________________________________________________________________ J2518: CPR and updated MRE for the Mokopane Fe-V-Ti Project Page: i October 2017 Terms of Reference This Competent Persons Report (“CPR”) was requested by Bushveld Minerals Limited (“BML”) on BML’s Mokopane Fe-V-Ti Project. The CPR has been prepared by The MSA Group (Pty) Limited (“MSA”), South Africa in connection with BML’s application for re- admission to the Alternative Investment Market (“AIM”) of the London Stock Exchange. The specific instructions to MSA were to deliver a CPR on BML’s material assets and liabilities with respect to the Mokopane Fe-V-Ti Project in accordance with:  the AIM Note for Mining and Oil & Gas Companies (2009) published by the London Stock Exchange  the Australian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (2012) published by the Joint Ore Reserves Committee of the Australasian Institute of Mining and Metallurgy, the Australian Institute of Geoscientists and Minerals Council of Australia (JORC Code) The quality of information, conclusions and estimates contained in this CPR is consistent with the level of effort involved in MSA’s services, based on: i) information available at the time of preparation, ii) data supplied by outside sources, and iii) the assumptions, conditions, and qualifications set forth in this report. Except for the purposes legislated under the London Stock Exchange (AIM), any other uses of this report by any third party is at that party’s sole risk. Neither MSA, nor the authors of the Report, have or have previously had any material interest in BML or the mineral properties in which BML has an interest. MSA’s relationship with BML is solely one of professional association between client and independent consultant. The Report is prepared in return for professional fees based upon agreed commercial rates and the payment of these fees is in no way contingent on the findings of the Report or the successful admission to the London Stock Exchange. MSA accepts responsibility for the CPR and the authors have endeavoured, by making all reasonable enquiries, to confirm the authenticity and completeness of the technical data upon which the Report is based. A final draft of the Report was provided to BML, along with a written request to identify any material errors or omissions prior to finalisation. The Consent Forms for the Competent Persons and The MSA Group are included as Appendix 2. MSA is not aware of any material changes since the effective date of the CPR. Normative References Joint Ore Reserves Committee of the Australasian Institute of Mining and Metallurgy, Australian Institute of Geoscientists and Minerals Council of Australia (2012). http://www.jorc.org/docs/jorc_code2012.pdf London Stock Exchange (2009). AIM Note for Mining and Oil & Gas Companies. http://www.londonstockexchange.com/companies-and-advisors/aim/aim/aim.htm 292

346. _____________________________________________________________________________________________________________________________ J2518: CPR and updated MRE for the Mokopane Fe-V-Ti Project Page: 31 October 2017 At distances of approximately 7 m and 14 m above the top of MML, two characteristic marker Ti- magnetite layers, MAG2 and MAG1 respectively, occur within VTM-poor anorthosite and leucogabbro (Figure 7-6). MAG2 ranges from 0.9 m to 1.35 m and has an average true thickness of 1.10 m, while MAG1 ranges from 1.08 m to 1.64 m and has an average true thickness of 1.31 m. The two layers contain an estimated 65% to 80% Ti-magnetite and are useful stratigraphic and geological markers to the MML. Although these marker layers contain less vanadium (0.8% to 1.1% V 2 O 5 with an average of about 1% V 2 O 5 ) compared to the main layers MAG3 and MAG4, they may be economically exploitable together with other VTM-enriched hanging wall units after being exposed during deeper open cast extraction of the MML. 7.4.3 N-Q Ti-Magnetites (N-Q Layers) and disseminated foot- and hanging wall (N-Q Zone) The N-Q Zone occurs near the top of the Upper Zone and includes the two leucogabbronorite- hosted VTM-rich layers P and Q which are commonly separated by a leucogabbronorite parting with a low VTM content (Figure 7-14). VTM-enriched gabbros and norites with up to 50% disseminated Ti-magnetite occur in the footwall and hanging wall sequence of the P-Q layers and together with the P-Q Layers and the N and O layers, form the N-Q Zone. The 15 cm to 40 cm thick, semi-massive to massive N and O Layers occur between 15 m to 20 m below the base of the P Layer from which they are separated by gabbroic rocks with highly variable VTM content (Figure 7-16). Figure 7-14 Example of the Q1 and Q2 Layer in drillhole VK7 (76.5 m – 92.6 m) (BML, 2011) Note: An approximately 7 m thick VTM-poor leucogabbronorite parting from a depth of 92.6 m separates the approximately 16 m thick Q Layer (apparent thickness) from the underlying P layer (not shown). The base of the yellow arrows indicate the top and bottom contacts of the Q2 and Q1 layer respectively, and the yellow bar shows the base of the Q2 Layer. Core diameter is 4.8 cm Q2 Layer Q2 Layer Q1 Layer 346

417. _____________________________________________________________________________________________________________________________ J2518: CPR and updated MRE for the Mokopane Fe-V-Ti Project Page: 102 October 2017 14.4 Current Mineral Resource Estimate for MML and MML Hanging Wall Previously reported MREs for the MML were based on either Fe 2 O 3 or Fe cut-offs. A shift in the primary focus for the Mokopane Project from iron to vanadium has resulted in this MRE being reported on a V 2 O 5 cut-off. The cut-off value of 0.30% V 2 O 5 was determined from metallurgical studies undertaken by BML during 2014 (Section 13.4). The current MRE for the MML HW includes the previous grade and tonnage estimation for the MML (March, 2013) and although these estimates are unchanged, the reporting criteria thereof have now been updated to reflect a vanadium cut-off. 14.4.1 Database The current MRE for the MML HW is based on data from 17 diamond holes drilled between 2010 and 2012 (Figure 14-1). All drilling initially targeted the MML and resulted in Indicated Mineral Resource reported on the MML in March 2013. The drilling intersected varying portions of the HW, depending on the depth of the MML intersection, i.e. the deeper the MML intersection, the more complete the drilled HW package. Due to the relatively sparse spacing of data in the MML HW, any of these layers that were above the grade cut-off criteria of 0.30% V 2 O 5 were classified as Inferred Mineral Resource. The data for the MRE was generated from a DataShed database which is hosted and managed by MSA. Of the 17 drillholes targeting the MML only 13 holes were used for the MRE of the MML HW because three holes (VL09, VL10, VK21) were drilled in the footwall of the MML and drillhole MW2 intersected an interval of uncertain stratigraphic position. The preferred sample lengths in the data are 0.50 m and 1.00 m. SG measurements on pulp material from all HW layers were conducted by gas pycnometry at SPL in Johannesburg. The SG measurements correlate well with the Fe 2 O 3 +TiO 2 assay results (Figure 11-7) and therefore confirm the integrity of the SG determinations. Core recoveries were generally good in the modelled horizons. The length weighted average core recovery within the MML was on average in excess of 98% and in the MML HW recovery was 97%. Only three drillholes intersected weathered MML, therefore data were insufficient to calculate a separate Mineral Resource for the weathered and unweathered portions of the MML. The depth of weathering of the MML+HW ranges between 12 m and 30 m below surface and was visually determined from the drillhole intersections as part of the core logging procedures. The depth of the overburden in the drillhole intersections range from 3 m to 5 m and this soil horizon was excluded from the MML+HW Mineral Resource. A topographic surface was constructed from the drillhole collar elevations and topographic contours. The drill collar elevations compare well with the digitised contours from the 1:50,000 scale South Africa topographic sheet ‘2328DD Limburg’. 14.4.2 Geological Interpretation and Modelling Datamine Studio 3 was utilised for the three-dimensional geological modelling. 417

507. Competent Person’s Report – Imaloto Coalfield – Bushveld Minerals Limited – 23 Oct 2017 26 Resource Statement Category Gross Net attributable (99 %) Operator Tonnes (Mt) Raw Coal Quality (ADB) Tonnes (Mt) Raw Coal Quality (ADB) Ash (%) CV (MJ/kg) Ash (%) CV (MJ/kg) Coal Resources per asset Lemur Resources Pty (Ltd). Measured 91.613 32.5 19.62 90.697 32.5 19.62 Indicated 31.497 35.7 18.14 31.182 35.7 18.14 Inferred 12.627 34.4 18.80 12.501 34.4 18.80 Sub-Total 135.737 33.4 19.20 134.380 33.4 19.20 Total 135.737 33.4 19.20 134.380 33.4 19.20 Coal resources within the defined resource blocks are estimated and classified from the geological, structural and coal quality model. Resource category classification and the reporting of tons and quality per category are in accordance with the drilling density and are indicated by colour in Figure 7. Green denotes a measured resource. Yellow signifies an indicated resource and red indicates an inferred resource. Tons are reported on a Gross Tons in Situ (GTIS) Base. See Table 19 below for the Resource Statement. Coal qualities are reported as cumulative wash tables per block per seam (These are listed in Tables 20 to 37). All qualities are reported on an Air Dried Uncontaminated Base. The gross tonnage in situ (GTIS) amounts to 135.737 Million tons. 91.613 Mt is located in Blocks 1, 3, 3A, 4, 4A and 5 at a measured status, while 31.497 Mt and 12.627 Mt are at indicated and inferred status levels respectively. 507

56. PART III MINING REGULATORY FRAMEWORK IN SOUTH AFRICA 1 The primary legislation governing prospecting rights, mining rights and mining permits (“ Mining Titles ”) in South Africa is the MPRDA. The MPRDA came into force on 1 May 2004 and replaced the Minerals Act, 1991. The MPRDA is not a “Mining Code” because it does not codify mining law in RSA. As such, and although the MPRDA is the starting point, the common law remains applicable. 2 Under the MPRDA, applicants can apply for prospecting rights for the exploration of minerals and mining permits and mining rights for exploitation of minerals. Prospecting rights are granted for a period of up to 5 (five) years with a right to renew the prospecting right for a period up to 3 (three) years. Mining permits are granted for a period not exceeding 2 (two) years and for an area less than 5 (five) hectares in extent. Mining rights are granted for a period up to 30 (thirty) years with a right to renew the mining right with no limit on the number of times it can be renewed, assuming that the holder can justify that it can continue mining operations. 3 Under the MPRDA, rights are granted to entities by the State on a “first come, first served” basis in terms of an application system. Applicants are to meet certain requirements set out in the MPRDA, and on meeting such requirements, the Minister must grant the right. A failure to grant a right is an administrative action that is capable of internal review before the Department of Mineral Resources, the government body that implements the MPRDA and regulates the mining industry. After an internal review, a judicial review process is available to aggrieved applicants. 4 Mining titles granted in terms of the MPRDA are registered at the MPTRO. Section 5 of the MPRDA states that a prospecting right or a mining right which has been registered at the MPTRO is considered to be a limited real right in respect of the mineral and land to which such right relates. The holder of a mining right has ownership of the mineral resources once the minerals have been severed from the land, which is enforceable against all third parties. 5 Powers to grant Prospecting and Mining Rights 5.1 Sections 17 and 23 of the MPRDA give the Minister Powers to grant Prospecting and Mining Rights respectively. Section 103(1) of the MPRDA gives the Minister Powers to delegate her powers. 5.2 On 12 May 2004 and in terms of section 103(1) the Minister delegated her powers to grant prospecting rights to the DDG and his powers to grant mining rights to the Director-General of the DMR (“ DG ”) subject to, amongst others, the condition that powers so delegated may not be further delegated without the Minister’s consent. No such consent to any such further delegation exists. 6 Details of the process required to renew prospecting rights or conversion into mining rights 6.1 In terms of section 18 of the MPRDA, any holder of a prospecting right who wishes to apply to the Minister for the renewal of a prospecting right must lodge the application at the office of the Regional Manager in whose region the land is situated; in the prescribed manner; and together with the prescribed non-refundable application fee. 6.2 An application for renewal of a prospecting right must: 6.2.1 state the reasons and period for which the renewal is required; 6.2.2 be accompanied by a detailed report reflecting the prospecting results, the interpretation thereof and the prospecting expenditure incurred; 6.2.3 be accompanied by a report reflecting the extent of compliance with the conditions of the environmental authorisation; 6.2.4 include a detailed prospecting work programme for the renewal period; and 6.2.5 a certif icate issued by the Council for Geoscience that all prospecting information as prescribed has been submitted. 56

143. 9.4 Convertible Bond Subscription Agreement A subscription agreement dated 15 September 2017 between the Company as issuer (1), Atlas as Subscriber (2) and Atlas Capital (3) relating to the issue of up to £8,000,000 7.5 per cent. convertible bonds with Warrants attached and a maturity date of two years from the date of issuance (which was 22 September 2017). The convertible bonds will be issued at 98 per cent. of face value in two tranches, the first tranche of 180 Convertible Bonds with a principal aggregate amount of £4,500,000 (the “ First Tranche ”) and the second tranche of 140 convertible bonds with a principal aggregate amount of £3,500,000 (the “ Second Tranche ”). The second tranche may be issued at the discretion of the Company after a cool down period of forty Business Days since the subscription of the first tranche. The proceeds of the issue of the convertible bonds and the issue of the warrants shall be applied towards financing the Company’s general corporate purposes. Subject to limited exceptions, Atlas agrees not to convert more than 25 per cent. (“ Conversion Percentage ”) of the Convertible Bonds outstanding every period of three (3) calendar months (i) from 1 January to 31 March; (ii) from 1 April to 30 June; (iii) from 1 July to 30 September; and (iv) from 1 October to 31 December (each such period a “ Quarter ”). The Convertible Bond Subscription Agreement was amended by way of the Convertible Bond Subscription Amendment Deed such that (i) if Atlas has not converted the entire Conversion Percentage in any Quarter it may carry forward the unconverted Conversion Percentage; and (ii) Atlas shall not sell more than 25 per cent. of Ordinary Shares issued as a result form a conversion of the convertible bonds in any Quarter. 9.5 Convertible Bond Warrant Instrument A Warrant Instrument relating to the issue of 11,257,309 Warrants to subscribe for Ordinary Shares in the Company between the Company (1) and Atlas (2) dated 22 September 2017 relating to the issue of a total of 6,332,236 warrants over Ordinary Shares as part of the First Tranche and, should the Company elect to issue the Second Tranche, the issue of a further 4,925,073 warrants. The warrants are freely transferable, have a three year term, a strike price of 14.2p and are exercisable at any time (in which case one warrant equals one warrant share). The Convertible Bond Warrant Instrument was amended by the Convertible Bond Warrant Amendment Deed in order to provide for a fair adjustment to the rights of Atlas as warrantholder following the Demerger and the numbers of warrant and the exercise price shown above reflect these amendments. 9.6 Convertible Bond Certificate A convertible bond certificate issued by the Company on 22 September 2017 relating to the issue of 180 convertible bonds with a principal aggregate amount of £4,500,000. The convertible bonds are convertible into Ordinary Shares at a price equal to the average of five days volume weighted average price (as published by Bloomberg) determined over the ten trading days immediately prior to receipt of a conversion notice by the Company from Atlas. Atlas has agreed not to convert more than 25 per cent. of the convertible bonds outstanding during every period of three calendar months (i) from 1 October to 31 December; (ii) from 1 January to 31 March; (iii) from 1 April to 30 June; and (iv) from 1 July to 30 September, subject to certain exceptions, and agrees not to short sell and/or borrow BMN ordinary shares at any point during the twenty-four month period from the date of issuance of the First Tranche. The Company has the option to redeem the convertible bonds prior to the maturity date at 105 per cent. of the face value of the outstanding convertible bonds to be redeemed. If a material change of ownership (being the acquisition of ownership of, or voting control or direction over, more than 50 per cent. of the issued and outstanding shares of the Company) occurs, or certain events of default occur, Atlas has the right to request redemption of all or part of the outstanding amount at 105 per cent. of the face value of the outstanding convertible bonds to be redeemed. 143

342. _____________________________________________________________________________________________________________________________ J2518: CPR and updated MRE for the Mokopane Fe-V-Ti Project Page: 27 October 2017 Figure 7-8 Geological map based on surface mapping and aeromagnetic data (after BML, 2014) Figure 7-9 Development of reddish-brown soil over sub-cropping Ti-magnetite layer (BML, 2011) Note: On farm Vliegekraal looking east towards a ridge of Main Zone gabbronorite and anorthosite SCHOONOORD BELLEVUE 342

382. _____________________________________________________________________________________________________________________________ J2518: CPR and updated MRE for the Mokopane Fe-V-Ti Project Page: 67 October 2017 Figure 11-24 Scatter Plot of 193 Inter-Laboratory Umpire Pairs for TiO 2 (MSA, 2015) Figure 11-25 Scatter Plot of 193 Inter-Laboratory Umpire Pairs for V 2 O 5 (MSA, 2015) Figure 11-26 Scatter Plot of 193 Inter-Laboratory Umpire Pairs for P 2 O 5 (MSA, 2015) 382

477. 477 PART XI Competent Person’s Report on the Madagascan Assets 30 November 2017 The Directors Bushveld Minerals Limited 18-20 Le Pollet St Peters Port Guernsey GY1 1WH and The Partners S.P. Angel Corporate Finance LLP Prince Frederick House 35-39 Maddox Street London W1S 2PP Dear Sirs, Sumsare Consulting CC (“Sumsare”) has been appointed by Bushveld Minerals Limited (“BML” or the “Company”) to prepare a Competent Person’s Report (“CPR”) on the Company’s Imaloto Coal Deposit in Madagascar, quantifying the in-situ coal resource contained within the Company’s Mining and Prospecting Rights in accordance with the requirements of AIM (a market operated by The London Stock Exchange plc) for a competent person’s report (“CPR”). At present, the Company holds one mining permit (no. 4578) and four prospecting permits (no.’s 3196, 12653, 26904 and 27163). Sumsare understands that this CPR will be included as part of an AIM admission document to be published by BML (“ Admission Document ”) and is prepared in accordance with the AIM Rules for Companies dated May 2014 and the Guidance Note for Mining, Oil and Gas Companies dated June 2009 issued by AIM. The CPR has been prepared in compliance with and to the extent required by the Australian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (2012) published by the Joint Ore Reserves Committee of the Australasian Institute of Mining and Metallurgy, the Australian Institute of Geoscientists and Minerals Council of Australia (the “ JORC Code ”). An original CPR, was produced by the MSA Group in December 2010, based on the results of the first phase of drilling (Phase 1). A second CPR, dated 24 January 2013, was completed by Sumsare, which included drilling information from Phases 1, 2 and 3. A third report, dated 18 March 2013, was produced by Sumsare which included the drilling information from Phases 1, 2, 3 and 4. No new drilling or analytical information was gathered during the period prior to the release of this report. The latest document, dated 23 October 2017, is an update of the previous report and includes an update in terms of JORC (2012). 6XPVDUH&RQVXOWLQJ&&   32%R[:LWEDQN2IILFH1R    0RELOH1R  2IILFH)D[     (PDLOMRKDQ#VXPVDUHFRP 

39. Audit Committee The Audit Committee’s overall responsibilities are to ensure sound implementation of financial practices throughout the Group and include ensuring that sufficient financial controls are in place to protect the assets and to ensure the integrity of the financial information, reviewing the interim and annual financial statements, reviewing all aspects of the audit programme and provision of non-audit services by the auditors, ensuring the appropriate financial reporting procedures are properly maintained and reported on and meeting with the Company’s auditors and reviewing their reports and accounts and the Company’s internal controls. The Audit Committee comprises Ian Watson and Jeremy Friedlander and is chaired by Ian Watson. Remuneration Committee The Remuneration Committee reviews the performance of the executive directors and makes recommendations to the Board on matters relating to their remuneration and terms of service. The Remuneration Committee also makes recommendations to the Board on proposals for the granting of share options and other equity incentives pursuant to any employee share option scheme or equity incentive plans in operation from time to time. The Remuneration Committee will continue to meet as and when necessary. In exercising this role, the members of the Remuneration Committee shall have regard to the recommendations put forward in the QCA Guidelines and, where appropriate, the UK Corporate Governance Code guidelines. The Remuneration Committee comprises Ian Watson and Jeremy Friedlander and is chaired by Ian Watson. Nominations Committee In view of the size of the Board, the responsibility for proposing and considering candidates for appointment to the Board has been retained by the Board. Disclosure Committee The Disclosure Committee oversees the implementation of the governance and procedures associated with the assessment, control and disclosure of inside information in relation to the Company, in order to ensure compliance with its legal and regulatory obligations under MAR, the AIM Rules for Companies and the Criminal Justice Act 1993. The Disclosure Committee comprises Jeremy Friedlander, Fortune Mojapelo and Ian Watson and is chaired by Ian Watson. Share Dealing Policy The Company has adopted a share dealing policy for directors’ and other relevant employees’ of the Company dealings in Ordinary Shares, which is appropriate for a company whose shares are trading on AIM, and which complies with MAR, and the Board will take all reasonable steps to ensure compliance by the directors and any other relevant employees. Anti-Bribery Policy The Company has in place an anti-corruption and bribery policy (the “ Bribery Policy ”). The Bribery Policy applies to all directors and employees of the Group (and on Admission the Enlarged Group) and generally sets out their responsibilities in observing and upholding a zero tolerance position on bribery and corruption as well as providing guidance to those working for the Group (and on Admission the Enlarged Group) on how to recognise and deal with bribery and corruption issues and the potential consequences. The Bribery Policy details a zero tolerance approach which must be communicated to all contractors and business partners in all business dealings. AIM Rules Compliance Policy The Company has in place an AIM Rules Compliance policy. The AIM Rules compliance policy is designed to ensure that the Directors and the Company comply with the AIM Rules at all times. 14 Dividend Policy The Company has not paid any dividends since its incorporation. The Board intends to devote the Company’s cash reserves to financing the development of the Enlarged Group in the short to medium term and intends in the longer term to commence the payment of dividends only when the Board considers it 39

146. (iv) By way of a warrant deed dated 28 May 2015 the Company granted to Darwin 4 million warrants each to subscribe, at any time in the 3 year period following the date of grant, for one Ordinary Share at an exercise price of 10 pence, of which all remain outstanding. The warrant deed includes customary anti dilution protection. (v) On 7 June 2016 the Company executed a warrant instrument creating 24,166,667 warrants each to subscribe, at any time during the 2 years following date of grant (being 7 June 2016), for one Ordinary Share at an exercise price of 2.4 pence, of which 15,000 remain outstanding. The warrant instrument includes customary anti dilution protection. (vi) By way of a warrant deed dated 7 June 2016 the Company granted to Beaufort Securities Limited (“ BFS ”) 652,000 warrants each to subscribe, at any time in the 4 year period following the date of grant, for one Ordinary Share at an exercise price of 4.6 pence, all of which have been exercised. The warrant deed includes customary anti dilution protection and following the Demerger the exercise price was adjusted to 4.5 pence. (vii) By way of a warrant deed dated 7 June 2016 the Company granted to BFS 4,833,333 warrants each to subscribe, at any time in the 5 year period following the date of grant, for one Ordinary Share at an exercise price of 1.8 pence, all of which have been exercised. The warrant deed includes customary anti dilution protection. (viii) By way of a warrant deed dated 7 June 2016 the Company granted to BFS 434,000 warrants each to subscribe, at any time in the 4 year period following the date of grant, for one Ordinary Share at an exercise price of 6.9 pence, all of which have been exercised. The warrant deed includes customary anti dilution protection and following the Demerger the exercise price has been adjusted 4.5 pence. (ix) On 24 August 2016 the Company executed a warrant instrument creating 19,333,334 warrants each to subscribe, at any time during the 2 years following date of grant (being 24 August 2016), for one Ordinary Share at an exercise price of 2.4 pence, of which 464,657 remain outstanding. The warrant instrument includes customary anti dilution protection. (x) On 21 October 2016 the Company executed a warrant instrument creating 5,357,143 warrants each to subscribe, at any time during the 3 years following date of grant (being 21 October 2016), for one Ordinary Share at an exercise price of 2.8 pence, all of which have been exercised. The warrant instrument included customary anti dilution protection. (xi) By way of a warrant deed dated 21 October the Company granted to BFS 5,357,143 warrants each to subscribe, at any time in the 3 year period following the date of grant, for one Ordinary Share at an exercise price of 2.8 pence, all of which have been exercised. The warrant deed included customary anti dilution protection. Bushveld Vametco 9.12 Share Purchase Agreement Evraz Group and BVL entered into a share purchase agreement on 5 May 2016, as amended on 17 June 2016 and 15 July 2016 pursuant to which Evraz Group agreed to sell and BVL agreed to purchase, subject to the satisfaction of certain conditions, Evraz Group’s shareholding in Strategic Minerals Corporation (the “ Share Sale ”). On 22 July 2016, Evraz Group and BVL entered into a deed of amendment and restatement to the original share purchase agreement which was further amended by a deed of amendment on 31 March 2017 (the “ SPA ”). Pursuant to the SPA, Evraz Group agreed to sell and BVL agreed to purchase Evraz Group’s entire shareholding in SMC, comprised of 97,047.25 shares of SMC’s class A common stock and 75 shares of Strategic Minerals Corporation’s class B common stock (the “ Sale Shares ”), together with the right to receive from Strategic Minerals Corporation the unpaid portion of a dividend declared in September 2014 in respect of the Class A common stock (US$1,419,800). The SPA, which contains customary warranties, is conditional on satisfaction of conditions precedent prior to 31 March 2017, with completion to take place on the fifth business day following the date on which all of the conditions precedent were fulfilled or waived (being 6 April 2017) (“ Completion ”). Each of Evraz Group and BVL confirmed in respective letters addressed to the other and dated 31 March 2017 (being the long stop date under the SPA) that all 146

334. _____________________________________________________________________________________________________________________________ J2518: CPR and updated MRE for the Mokopane Fe-V-Ti Project Page: 19 October 2017 intersected in drillhole BV-1 by letters A to R, did not attempt a direct correlation between the VTM layers of the Northern Limb with those of the Eastern and Western Limbs. It is important to note that VTM shows a decrease in V 2 O 5 and simultaneous increase in TiO 2 (Figure 7-3) in a cyclical manner from the base to the top of the UZ. This antipathetic behaviour of V and Ti has been well documented (Klemm et al ., 1985; Cawthorn and Molyneux, 1986; Ashwal et al ., 2005) and the TiO 2 and V 2 O 5 ratios can be used to broadly identify and correlate individual groups of VTM layers. Figure 7-3 V 2 O 3 and TiO 2 content of Ti-magnetite in the UZ from BV-1 and from Eastern Bushveld Limb Note: Data for BV-1 is from Ashwal et al ., 2005 and for the Eastern Bushveld from Klemm et al ., 1985 V 2 O 3 has been determined by electron microprobe analysis of Ti-magnetite grains and the vanadium concentrations are not comparable with whole rock vanadium contents. Solid lines in the TiO 2 plot indicate position and TiO 2 content of VTM layers Layer 21 in the Eastern Limb and the P and Q Layers in the Northern Limb occur at equivalent stratigraphic positions. The massive portions of Layer 21 and the P and Q Layers have the highest TiO 2 content (18% to 22%) and the lowest V 2 O 5 concentrations (0.1% to 0.3%) of all VTM layers of the UZ. Layer 21 and Layer Q attain thicknesses well in excess of 10 m and consist of massive to semi-massive VTM units with relatively sharp basal contacts with the intercalated feldspar-rich intervals. Similarities in the position, chemical composition and overall appearance between the vanadium- rich MML in the Eastern Limb (e.g. at Mapochs Mine) and the Main Group VTM layers in the Northern Limb (Schutte, 1980) strongly suggest that these layers are stratigraphic equivalents, despite their considerable geographic separation (>150 km). La y er 21 or P-Q Zone 334

337. _____________________________________________________________________________________________________________________________ J2518: CPR and updated MRE for the Mokopane Fe-V-Ti Project Page: 22 October 2017 of VTM layers has not been recorded in the Project Area and why the overall width has been grossly underestimated by previous workers (e.g. Van der Merwe, 1978). The P-Q Layers have been intersected in 18 drillholes in the Project Area and range in apparent thickness from 15 m to 27 m including the generally VTM-poor parting between the two layers. The footwall and hanging wall lithologies of the P-Q Layers do contain considerable amounts of disseminated Ti-magnetite and including the N and O layers the total thickness of the wider N-Q interval (the N-Q Zone) ranges between 58 m and 95 m. This zone constitutes the uppermost and dominant VTM mineralised entity in the UZ and Mineral Resources have been estimated for the P- Q Zone, the wider N-Q Zone and the immediately overlying Phosphate Zone in this report. Figure 7-5 Magnetic susceptibility and density in drillhole BV-1 for N-Q and P-Q Zone (Ashwal et al ., 2005) Note: Magnetic susceptibility measurements were collected every 2 cm on the Bellevue BV-1 drill core. Density measurements were made at depth intervals of 1.7 m using core lengths of about 15 cm Black: Ti-magnetite-rich layers; White stippled: Ti- magnetite gabbro, Ti-magnetite leucogabbronorite; White: anorthosite and leuconorite; Pink: Granitic sill or dyke (top of profile) Note: The uppermost portion of the N-Q and P-Q Zone is not shown due to the occurrence of a granitic sill or dyke 7.3.3 Main Ti-Magnetite Group This group of VTM layers in the lower portion of the Upper Zone was first investigated by Ruighoek Chrome Mines (Pty) Ltd south of the Mokopane Project between 1969 and 1970. During 1979 and 1980, the State-owned Mining Corporation completed geological mapping, magnetic surveys, and drilling over the five contiguous farms Gezond, Commandodrift, Molendraai, Mozambique (Portion 2) and Inhambane bordering the Mokopane Project to the south. N & O Layers N P-Q Zone 337

388. _____________________________________________________________________________________________________________________________ J2518: CPR and updated MRE for the Mokopane Fe-V-Ti Project Page: 73 October 2017 13.2 Pyro-metallurgy BML approached Mintek to undertake pre-reduction tests on Ti-magnetite concentrate samples from the P-Q Zone. This involves low temperature (solid state) reduction to produce a metallised product without melting the ore. Tests were run at temperatures of 1,000 °C, 1,050 °C, 1,100 °C, 1,150 °C and 1,200 °C on each of the samples, and the degree of reduction (“DOR”) was calculated by comparing actual mass loss of the sample with the theoretical mass loss, assuming all iron as Ti-magnetite. Both fine (-45 μm) and coarse (-6 mm) products were tested. The results of the pre-reduction for both the fine and coarse products show that temperatures of at least 1,150 °C are required for >90% reduction to ta ke place. For the coarse concentrate, ~90% reduction occurs after ~4 hours at 1,150 °C, whilst for the fine concentrate, ~90% reduction occurs after ~2.5 hours (Figure 13-1). Figure 13-1 Degree of reduction as a function of time for the fine and coarse samples (Rabe, 2013) Modelling by Exxaro in 2014 showed that non-fluxed smelting of VTM concentrate from the P-Q Zone can be expected to produce pig iron and a slag containing approximately 60% TiO 2 . According to Exxaro this material should be amenable to further upgrading. 13.3 Hydro-metallurgy Laboratory-scale salt-roasting and leaching tests on concentrates from the MML were conducted by Mintek in 2014 as part of a Scoping Study completed by BML in July 2014. Vanadium extraction tests were done using sodium sulphate salt (NaSO 4 ) and sodium carbonate salt (NaCO 3 ) extraction processes. The NaSO 4 route at 1200 °C resulted in vanadium recoveries of up to 79% while NaCO 3 roast produced recoveries of up to 86%. Mintek predicted an overall vanadium recovery of 74% in the plant, including downstream precipitation of the vanadate salt solution. 388

489. Competent Person’s Report – Imaloto Coalfield – Bushveld Minerals Limited – 23 Oct 2017 8 Table 4: The Weighted Average Coal Quality for the Upper Seam. The Upper Seam is anticipated to return a raw feed for power generation with a CV of 18.51 MJ/kg (ADB), an Ash content of 35.4 %, and an elevated Total Sulphur value of 1.79 %. If the Upper Seam is to be considered for a 5 600 kcal/kg NAR product, the cut-point density of 1.400 ton/m 3 will result in a product with and Ash content of 15.7 %, Volatiles at 33.7 %, Total Sulphur at 1.01 % and a theoretical Yield of 22.8 %. 2. Introduction This report is prepared for Bushveld Minerals Limited and SP Angel Corporate Finance Limited, by Johan Erasmus of Sumsare Consulting cc. The report is prepared to quantify the updated in-situ coal resource contained in the Permian age sediments underlying the Mining and Prospecting Rights as listed in Figure 4 below. Information was sourced from the known scientific literature that has been published historically notably by th e Geological Survey of Madagascar. In addition a Competent Person’s report and Resource Statement (Dated December 2010) was produced by MSA for Lemur Resources. This report was based on the results of the first phase of drilling in 2009. Reference is made to this report for a lot of the background information in this Resource Statement. A second report dated 24 January 2013 was produced by Sumsare Consulting which included the drilling information from Phases 1, 2 and 3. A third report dated 18 March 2013 was produced by Sumsare Consulting which included the drilling information from Phases 1, 2, 3 and 4. This document is an update of the previous report and includes an update in terms of the new JORC 2012 guidelines. No new drilling or analytical information was gathered during the period prior to the release of this report. In terms of the new 2012 guidelines, clauses 5, 9, 19, 27, 35, 37 and 51 were reviewed and checked for reporting compliance. There has been no new activity on the ground and all the material assumptions and technical parameters underpinning the estimates in this review continue to apply and have not materially changed. The form and context in which the competent person’s findings are presented have not been materially modified. The required Table 1 with completed sections 1, 2 and 3 is attached as Appendix 1 to this report. CMM has acquired data by drilling and analysing core samples from 159 boreholes that have been drilled on the property between March 2009 and the end of December 2012. The logged data from these boreholes were interpreted by geologists in the employment of CMM (Moses Ndansi, and Sam ple Wash Moisture Ash Volatile F.C. Sulphur Gross C.V. Yield DAVF GAR NAR M as s R.D. % % % % % M J/k g % k cal/k g @ 8% TM k cal/k g @ 8% TM 11820 F1.35 5.4 12.5 34.8 47.3 1.03 26.83 7.9 42.4 6233.6 5993.0 36170 F1.40 5.2 15.7 33.7 45.4 1.01 25.64 22.8 42.7 5944.5 5703.9 72838 F1.50 5.1 20.0 32.0 42.9 1.10 24.12 52.9 42.7 5586.5 5345.5 31120 F1.60 5.0 22.1 31.1 41.8 1.14 23.43 65.7 42.7 5420.2 5179.0 15814 F1.70 4.9 23.7 30.5 40.9 1.17 22.88 72.2 42.7 5290.2 5048.9 10087 F1.80 4.9 25.0 30.0 40.2 1.18 22.43 76.4 42.7 5181.7 4940.3 8167 F1.90 4.8 26.3 29.5 39.4 1.19 21.95 79.8 42.8 5068.9 4827.3 49077 S1.90 4.5 35.3 26.2 34.0 1.82 18.62 100.0 43.6 4282.9 4040.2 15222 -0.5 Raw 4.5 37.2 23.5 31.6 1.40 16.73 40.4 3850.3 3606.8 257720 Raw 4.5 35.4 26.1 33.9 1.79 18.51 43.4 4257.4 4014.7 Comb ined results from eighty-one samples out of seventy-nine b oreholes. Uppe r Se am - Cum ulative Re s ults (Air-drie d Bas e ) as @ 17 M ar 2013 Calculate d 489

33. The energy storage market is fast growing and forecast to reach US$350 billion by 2030. Of this market, VRFBs are well positioned to take a significant share of the stationary energy storage market, on account of certain features that give VRFBs an edge in large-scale, stationary and long duration energy storage applications. Key to Bushveld Energy capturing this market opportunity is overcoming two hurdles in the development of VRFBs – security of supply and stability of vanadium costs: ● Security of supply: A 1GWh VRFB system requires approximately 5,000 tonnes of vanadium-in- electrolyte – more than 6 per cent. of current annual global vanadium consumption. With industry experts forecasting as much as 34GWh in energy storage requirements by 2025, a mere 10 per cent. market share of this industry for the VRFBs would require more than 15,000 mtV, equivalent to approximately 19 per cent. of 2016’s total global vanadium production. To date, the amount of vanadium deployed into VRFBs is growing exponentially. Accordingly, the ability to guarantee supply of vanadium for VRFBs will be key to the success of these systems. Bushveld can mitigate this risk through its large, high-grade, low-cost resource base and scalable processing capacity. ● Stability of vanadium costs: Vanadium makes up 30-40 per cent. of the cost of a VRFB system. Sustainable adoption of VRFBs thus depends on the relative and absolute vanadium price. Bushveld can insulate VRFBs from price volatility, as it is a low-cost producer with significant production capacity and can guarantee supply at fixed prices for a longer period. Bushveld believes that the key to capturing this opportunity lies in a vertically integrated vanadium business model that provides both upstream and downstream enablers for the success of VRFBs in the global energy storage industry: ● Upstream: Bushveld Energy’s efforts are focused on solving the security of supply and cost of vanadium input into VRFBs through Bushveld’s upstream vanadium mining and processing operations. ● Downstream: Bushveld Energy will provide market development capacity to secure megawatt scale opportunities for energy storage, localisation of vanadium input costs through further beneficiation into vanadium electrolyte, VRFB assembly and ultimately VRFB manufacturing in South Africa. Partnerships are an important part of Bushveld Minerals’ model and to date the company has two strategic partnerships. UniEnergy Technologies LLC (“UET”) – Bushveld Energy signed a non-binding MoU with UET in February 2016 (as amended in November 2016), a U.S based manufacturer of turn-key, large and medium-scale energy storage systems for utility, micro-grid, commercial and industrial, and other applications. The MoU with UET provides a platform for collaboration with a credible technology partner that not only has a strong track record in the technology development of vanadium redox flow battery (VRFBs) but is also a commercial manufacturer of quality VRFB systems. The collaboration between Bushveld Energy and UET will foster significant commercial opportunities in the energy storage on the African continent. Industrial Development Corporation – In June 2016, Bushveld Energy signed a Co-cooperation Agreement with the Industrial Development Corporation of South Africa Limited (“ IDC ”), a national development finance institution. The partnership is focused on jointly determining the economic viability of vanadium redox flow batteries for use and manufacture in South Africa. As a leading primary VRFB producer and exporter, South Africa serves as the logical base for VRFB manufacturing. The IDC has committed ZAR14 billion in support of renewable energy projects in the past five years and it has prioritised energy storage as one of the eight most attractive new industries in terms of financial and developmental returns. The IDC also has important stakeholder linkages with the South African government, regulators and utilities and other key players that are necessary to provide a catalytic stimulus for the energy storage industry as they have for the renewable industry to date. As part of the cooperation agreement signed between Bushveld Energy and the IDC, the parties have completed two important studies in respect of VRFBs: a study for the market potential of VRFBs and vanadium electrolyte, and a techno-economic study of vanadium electrolyte in South Africa. Based on the findings and recommendations of the techno-economic study, both Bushveld Energy and the IDC have decided to pursue this opportunity further by: 33

199. J3727 Bushveld Minerals Ltd_Vametco CPR Update_RSA Page: 26 7 MINERAL RESOURCE ESTIMATES The Mineral Resources presented herein have an effective date of 06 October 2017. The Mineral Resource estimate incorporates drilling data from holes completed by Union Carbide Exploration from the mid 1960’s until 1982, as well as from holes completed by EVRAZ Vametco in 2006. The Mineral Resource was prepared in accordance with the guidelines of the 2012 Edition of the JORC Code. To the best of the CP’s knowledge there are currently no title, legal, taxation, marketing, permitting, socio-economic or other relevant issues that may materially affect the Mineral Resource described in this report. The Mineral Resource estimate was conducted using Datamine Studio RM software, together with Microsoft Excel ™ and JMP for data analysis, and Leapfrog Geo for geological modelling. The Mineral Resource estimate was completed by Mrs Kaylan Bartlett, a Mineral Resource Consultant for MSA under the guidance and supervision of Mr Jeremy Witley, a Principal Resource Consultant for MSA. 7.1 Input Data The database provided by BML for the Mineral Resource estimate consists of information from diamond drillholes (“DD”), and includes information for: x collar surveys; x sampling and assay data; x geology logs, containing rock type and seam name; and x a digital terrain model (DTM) dated 19 April 2017. No density data were provided. The drillhole data were provided in a Microsoft Access database. A summary of the drillhole data in the access database provided to MSA is shown in Table 7-1. The drillhole spacing used at Vametco is not based on a fixed grid pattern. 199

221. J3727 Bushveld Minerals Ltd_Vametco CPR Update_RSA Page: 48 Figure 8-1 Mineral Resource to Ore Reserve Category Conversion For Ore Reserve estimation, the MSA Competent Person performed an independent review of: x Mineral Resource Models as depleted until 31 September 2017; x mine planning methodology; x previous reports (which were not reported according to any reporting code); x actual operational performance measured against budgets for 2015 and 2016; and x appropriateness of application of modifying factors – mining, processing, metallurgical, infrastructure, economic, marketing, tenure, environmental, social license to operate as well as governmental factors Vametco has a successful track record of operating Vametc o Mine over the past five years, which MSA reviewed. The mining methods utilised as well as the recovery rates are clearly understood and quantified. The confidence from the Mineral Resource classification was used to classify the Ore Reserves. This classification was based on sound technical, economic and other business assumptions as presented in the LOM plan. The Ore Reserves reported states the Competent Person's view of the Vametco deposits. Ore Reserves cannot be declared for all Mineral Resources. There are no Measured Mineral Resources classified at Vametco mine and therefore no Resources were translated into Proved Ore Reserves. The Indicated Mineral Resources were translated into Ore Reserves by application of modifying factors. 221

323. _____________________________________________________________________________________________________________________________ J2518: CPR and updated MRE for the Mokopane Fe-V-Ti Project Page: 8 October 2017  A Strategic Investment Agreement between Afro Multi Minerals (Pty) Ltd, Pamish Investments No. 63 (Pty) Ltd, Amaraka Investments No. 85 (Pty) Ltd and BRL, based on which BRL acquired a 68.5% equity interest in Amaraka Investments No. 85 (Pty) Ltd. Prospecting Right LP438PR is currently under renewal application, after which transfer to Amaraka from Afro Multi Minerals in terms of Section 11 of the MPRDA is planned  BRL has been cited in early 2013 as the third respondent in court proceedings instituted by Afro Multi Minerals (Pty) Limited (“AMM”), the holder of PR 438 covering the farm Malokong 784 LR, which forms part of BRL’s licence areas. No further developments in this regard since 2013 Prospecting Right 95PR was initially granted for a period of 5 years to Izingwe Capital (Pty) Ltd (“Izingwe”) on 19 November 2005 and transferred to Pamish in terms of Section 11 of the MPRDA. The approval of a Section 11 transfer was granted on 27 July 2009 and a renewal for a further three year period in terms of Section 18 of the MPRDA was executed on the 16 th of March 2012. A section 102 amendment to the PR, adding the farms Schoonoord and Bellevue, as well as the additional mineral Phosphate Rock, was granted on the 19 th of February 2014. The PR expired on the 15 th of March, 2015, and a Mining Right application was submitted to the DMR on the 13 th of March, 2015. Prospecting Right 438PR was granted on 7 March 2007 for an initial period of 4 years to Afro Multi Minerals (Pty) Ltd (“AMM”). On 3 March 2011 AMM submitted a renewal application in terms of Section 18 for a further period of 3 years, which is currently under consideration by the DMR. A Section 11 application to transfer the Prospecting Right to Pamish is planned but can only be submitted to the DMR after the Section 18 has been granted. MSA has been provided by BML with a legal opinion confirming that, despite the considerable delay in processing the renewal application, AAM remains the PR holder of 438PR. MSA has not independently verified, nor is it qualified to verify, the legal status of the Prospecting Rights. However, MSA is satisfied that the Rights and the corporate structure presented is a fair reflection of the current holdings and will prove lawfully accessible for further exploration. 4.3 Surface Rights The surface rights to the six farms belong to the Langa Bakenberg community and the Department of Land Affairs. The land is currently used for grazing livestock and limited arable farming. Consultation with interested and affected parties has been conducted in accordance with Section 16(4) of the MPRDA and is adequate for the level of current exploration activities. There was a temporary stoppage of drill activities in early 2015 due to disagreements with the community but the issue has since been resolved. BML has been consulting with the affected communities and the tribal authority as part of the public participation process required for the Mining Right application. Public meetings with the community were held from 28 September 2015 to 1 October 2015 and comments and issues raised by interested and affected parties (“I&AP”) were adequately addressed and no objections were received. 323

504. Competent Person’s Report – Imaloto Coalfield – Bushveld Minerals Limited – 23 Oct 2017 23 The JORC standard makes it clear that a resource statement need to reflect the resource confidence in the physical tonnage declared as well as in the quality associated with that resource. In the case of the Imaloto Coal Project, we are fortunate to have a project that has quality data for every physical sample point where a coal seam/seams was/were intersected, and that the sample densities for both categories will be identical. No historical data was previously generated to be available to be used in the evaluation of this project. The historical confidence levels as used for Australian funded coal projects are summarized in Table 18 below. This confidence model evolved over the past decade, and will be applicable in the case of this project. Resource - Reserve Category Drilled Grid Required Level of Detail Confidence Level Measured Resource < 500 m 2 Detailed geological exploration. Moderate - High Indicated Resource 1 000 m 2 - 500 m 2 Geological exploration. Moderate Inferred Resource 4 000 m 2 – 1 000 m 2 Geological exploration. Low Speculative > 4000 m 2 Reconnaissance Very Low Table 18: JORC Confidence Levels in terms of Drilling Density. The geological resource blocks were defined according to the structural fault boundaries as well as the various lease boundaries. Nine blocks were identified and are shown in Figure 7. The drilling densities were determined from the amount of boreholes per resource block. The proviso is that this borehole distribution should be evenly distributed across the block. In the case of Blocks 1, 2, 3, 3A, 4, 4A and 5 this is true. In the case of Blocks 2A and 5A the distribution of boreholes is shown to be non-existent. With the search radii of the boreholes in the northern part of Block 2 and in the west of Block 3A increased to beyond the block limits (Max. 800 m), one is able to describe an inferred resource for Block 2A. Similarly for Block 5A, an inferred estimate is calculated from the boreholes in close proximity to the block boundary. The seam thickness cut-off that was applied was 0.5 m for the Top and Upper Seams, and 1.4 m for the Main Seam. For Block 1 the Main Seam cut-off was reduced to 1.0 m, since the open-cast potential of this block will need to be investigated during the scoping phase of this project. Block 1 is 394 ha in extent and contains only the Main Seam. The average depth below surface for the Main Seam Roof is 30.3 m (57.9 m max. and 13.98 m min.) It is bounded in the south by the coal seam sub-outcrop and on the eastern edge by the Imaloto River. The western boundary consists of an 80 m wide barrier inside the lease boundary. The northern boundary with Block 2 follows the 60 m depth to the roof of the Main Seam contour. Given the average borehole grid of 331 m 2 , this resource is classified as measured. Block 2 is intersected by 26 boreholes and is 699 ha in size, which results in an average borehole spacing of 519 m 2 . Hence its classification as an indicated resource. Its western and northern boundaries are formed by an 80 m wide barrier pillar inside the lease boundary. The eastern 504

106. iv. Provident fund contributions The SMC Group’s contributions to the defined contribution plan are charged to the statement of comprehensive income in the year to which they relate. 4. Property, plant and equipment Buildings Motor and vehicles, Decommi- Assets other Plant and  furniture and ssioning under Cost improvements machinery  equipment  asset construction Total  GBP GBP GBP GBP GBP GBP At 1 January 2016 1 105 276 11 734 348 779 876 1 337 410 187 491 15 144 401 Additions – – – – 684 142 684 142 Disposals – – – – – – Exchange rate movements 184 627 1 960 124 130 272 223 403 31 319 2 529 745 Assets under construction capitalised – – – – – – –––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––– At 30 June 2016 1 289 903 13 694 472 910 148 1 560 813 902 951 18 358 288 Additions – – – (17 976) 541 535 523 559 Disposals (500 155) (5 216 366) (586 649) (4 311) – (6 307 481) Exchange rate movements 231 386 2 456 550 163 265 279 983 39 251 3 170 434 Assets under construction capitalised – 1 399 452 84 285 – (1 483 736) – –––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––– At 31 December 2016 1 021 134 12 334 108 571 049 1 818 509 – 15 744 800 Additions – – – – 230 891 230 891 Disposals – – – – – – Exchange rate movements (11 831) (142 903) (6 616) (21 069) – (182 419) Assets under construction capitalised – – – – – – –––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––– At 30 June 2017 1 009 303 12 191 205 564 433 1 797 440 230 891 15 793 271 –––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––– –––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––– 106

378. _____________________________________________________________________________________________________________________________ J2518: CPR and updated MRE for the Mokopane Fe-V-Ti Project Page: 63 October 2017 Figure 11-16 Control Chart for Reference Material AMIS0129 for Fe 2 O 3 (MSA, 2015) Note: Every second sample number of the 129 AMIS0129 samples is shown on the X-axis Figure 11-17 Control Chart for Reference Material AMIS0129 for TiO 2 (MSA, 2015) Note: Every second sample number of the 129 AMIS0129 samples is shown on the X-axis Figure 11-18 Control Chart for Reference Material AMIS0129 for V 2 O 5 (MSA, 2015) Note: Every second sample number of the 129 AMIS0129 samples is shown on the X-axis Figure 11-19 Control Chart for Reference Material AMIS0346 for Fe 2 O 3 (MSA, 2015) 378

553. Bushveld Minerals Limited (incorporated and registered in Guernsey with registered number 54506) NOTICE OF GENERAL MEETING NOTICE IS HEREBY GIVEN that a General Meeting of Bushveld Minerals Limited (the “ Company ”) will be held at 18-20 Le Pollet, St Peter Port, Guernsey GY1 1WH on 20 December 2017 at 10.00 a.m., for the purpose of considering and, if thought fit, passing the following resolutions which will be proposed as two ordinary resolutions and one special resolution: Terms used in this notice shall have the same meanings as defined in the admission document published by the Company on 30 November 2017 (“ Admission Document ”), unless the context requires otherwise. ORDINARY RESOLUTIONS THAT: 1. the Acquisition pursuant to the terms of the Acquisition Agreement be approved and the Directors be and are hereby authorised to exercise all powers of the Company to issue the Consideration Shares in accordance with the provisions of the Acquisition Agreement in accordance with Article 8.3 of the Articles, provided that any shares to be issued under such authority shall be issued upon Admission; 2. the Directors of the Company be and are hereby authorised to exercise all powers of the Company to issue, grant rights to subscribe for, or to convert any securities into, up to 287,793,087 shares (together “ Equity Securities ”) in the capital of the Company being approximately one third of the Enlarged Issued Share Capital in accordance with Article 8.3 of the Articles such authority to expire at the end of the AGM of the Company to be held in 2018 or, if earlier, at the close of business on the date falling 15 months from the date of the passing of this Resolution (unless previously renewed, revoked or varied by the Company by ordinary resolution), but, in each case, during this period the Company may make offers, and enter into agreements, which would, or might, require Equity Securities to be issued or granted after the authority given to the Directors of the Company pursuant to this Resolution ends and the Directors of the Company may issue or grant Equity Securities under any such offer or agreement as if the authority given to the Directors of the Company pursuant to this Resolution had not ended. This Resolution is in substitution for all unexercised authorities previously granted to the Directors of the Company to issue or grant Equity Securities (the “ Share Issue ”); and SPECIAL RESOLUTION 3. if Resolution 2 (being the proposed ordinary resolution of the Company numbered 2 in this notice of EGM) is passed, the Directors of the Company be and they are hereby authorised to exercise all powers of the Company to issue or grant Equity Securities in the capital of the Company pursuant to the issue or grant referred to in Resolution 2 as if the pre-emption rights contained in Article 9.9 of the Articles did not apply to such issue or grant provided that: (A) the maximum aggregate number of Equity Securities that may be issued or granted under this authority is 100,000,000 shares, being approximately 11.6 per cent. of the Enlarged Issued Share Capital; and (B) the authority hereby conferred shall expire at the end of the AGM of the Company to be held in 2018 or, if earlier, at the close of business on the date falling 15 months from the date of the passing of this Resolution (unless previously renewed, revoked or varied by the Company by special resolution) save that the Company may before such expiry make an offer or agreement which would or might require Equity Securities to be issued or granted after such expiry and the Directors may issue or grant Equity Securities in pursuance of such an offer or agreement as if the authority conferred by the above resolution had not expired. This Resolution is in substitution for all unexercised authorities previously granted to the Directors of the Company to issue or grant Equity Securities in the capital of the Company as if the pre-emption rights contained in Article 9.9 of the Articles did not apply to such issue or grant. 553

17. PART I LETTER FROM THE CHAIRMAN BUSHVELD MINERALS LIMITED (Incorporated and registered in Guernsey No. 54506) Directors: Registered Office: Ian Watson (Non-Executive Chairman) 18-20 Le Pollet Fortune Mojapelo (Chief Executive Director) St Peter Port Geoffrey Sproule (Finance Director) Guernsey Anthony Viljoen (Non-Executive Director) GY1 1WH Jeremy Friedlander (Non-Executive Director) 30 November 2017 To the Shareholders and for information only to the Warrantholders Dear Shareholder, Acquisition of 55 per cent. of the issued share capital of Bushveld Vametco Notice of General Meeting and Admission to trading on AIM 1 Introduction and background The Company announced earlier today that it had entered into a conditional agreement to acquire 55 per cent. of the issued share capital of Bushveld Vametco (being all of the ordinary shares in Bushveld Vametco not currently owned by the Group) from the Seller. Following the Acquisition (assuming it is approved by Shareholders at the GM), the Company will hold 100 per cent. of the issued share capital of Bushveld Vametco and, through Bushveld Vametco, will own a 78.8 per cent. economic interests in Strategic Minerals Corporation. Strategic Minerals Corporation, in turn holds 75 per cent. of Vametco Holdings, which has a 100 per cent. interest in the Vametco vanadium mine, a high quality, low cost mine and plant with a trademark vanadium product and a global vanadium customer base. The initial consideration for the Acquisition is US$11.1 million which will be satisfied through the issue of the Consideration Shares and US$4.5 million in cash by the Company to the Seller. In addition, there will be two deferred payments of US$0.6 million each (following publication of the Vametco Holdings accounts for the years ended 31 December 2018 and 2019), and a further payment calculated by reference to the EBITDA of Vametco Holdings in 2020 (following publication of the Vametco Holdings accounts for the year ended 31 December 2020). Further details of the Acquisition Agreement are set out in paragraph 5 of this Part I and paragraph 9.1 of Part VIII. The Acquisition constitutes a reverse takeover under the AIM Rules for Companies. As a result, the Company is seeking Shareholder approval for the Acquisition at the General Meeting, notice of which is set out at the end of this document. The Company is also seeking to refresh its Shareholder authority for the issue of Ordinary Shares on a non pre-emptive basis, having used up a substantial amount of its current authority since the Company’s annual general meeting. The Company was incorporated on 5 January 2012 and was admitted to trading on AIM on 26 March 2012 as a mineral development company focused on exploring and developing mineral projects on the Bushveld Complex in South Africa. In November 2013, the Company announced its focus on developing a vanadium platform. In April 2014, the Company completed a scoping study on the Mokopane Vanadium Project followed by a prefeasibility study in February 2016. On 6 April 2017, the Company, together with Yellow Dragon, acquired, through Bushveld Vametco, a 78.8 per cent. economic interest in Strategic Minerals 17

37. Chika Edeh (aged 31), Head of Investor Relations Ms Chika Edeh has been appointed as Head of Investor Relations. Prior to joining Bushveld Minerals, Chika spent six years at BHP Billiton in London and Melbourne, working in Corporate Finance, Tax and Investor Relations. Prior to BHP Billiton, Chika worked for Barclays within the Private Banking division. Chika holds a Master’s in Finance and Investments from Cass Business School, a Master’s in Chemical Process Engineering and a Bachelor’s in Chemistry from University College London. Vametco Management Malcolm Curror (Chem. Eng) (aged 46), Chief Executive Officer Malcolm has been Chief Executive of Vametco since April 2011. He has over 22 years’ experience in primary vanadium mining and processing. Malcolm is a former General Works Manager for Xstrata Vanadium’s Rhovan Integrated Vanadium Operations in South Africa. Malcolm also held a range of other senior management positions within Xstrata as Production Manager and Operations Manager at Rhovan, Vanitech and Lydenburg prior to joining Bushveld Vametco. As CEO of Bushveld Vametco, he is now the president of Vanitech for the second term running. Lyndon Williams (Met. Eng) (aged 58), Chief Operations Officer Lyndon has been Chief Operating Officer of Vametco since April 2017. Prior to this since August 2011, he was the Vametco General Manager. He has held a range of roles with Highveld Steel & Vanadium including Metallurgist, Superintendent of Vantra, Assistant Manager Steel Plant, Manager of Vanchem, Manager Steelmaking, Manager Ironmaking, Works Manager Steel and Vanadium, and global Vanadium sales and marketing. Lyndon is a qualified Metallurgical Engineer with over 35 years; experience in the extraction of vanadium as well as vanadium slag production and processing. Tania Mostert (Cert. Acc.) (aged 40), Chief Financial Officer Tania has been CFO of Vametco since April 2011 with overall responsibility for financial & management accounting and procurement. Tania previously worked within the financial and internal audit functions of Highveld Steel & Vanadium. Tania is a Certified Professional Accountant with over 21 years’ experience in Management and Financial Accounting. William Steinberg (M Eng Metallurgy) (aged 35), Works Manager William has been works manager of Vametco since March 2012 and has over 10 years’ experience in iron, steel and vanadium processing and management. Prior to this, he has held various operational management positions (including project manager, production manager) at Highveld Steel & Vanadium. William holds a master’s degree in metallurgical engineering from the University of Pretoria, with a thesis in EAF control. He also has a diploma in organisational management from the Moscow School of Business. Employees Vametco Holdings has approximately 340 employees. The Company has approximately 16 employees (excluding Non-executive Directors). 10 Current trading, prospects and significant trends Since 31 August 2017, Bushveld has raised £8.0 million of unsecured convertible bonds from Atlas Capital Market and Atlas Special Opportunities. The first tranche of £4.5 million was issued on 22 September 2017. The notice of drawdown of the second tranche of £3.5 million will be given on publication of this document. The proceeds of these drawdowns will, in part, be used to fund the cash consideration due to the Seller. On 2 October 2017, Bushveld Minerals announced its plans to de-merge its tin platform, Greenhills Resources Limited, and admit it separately to trading on AIM. Shareholders approved the Demerger on 20 October 2017 and, AfriTin was admitted to AIM on 9 November 2017 and raised £3.5 million through an equity placing with a further £1.0 million raised from the AfriTin Notes, bringing the total raised to £4.5 million. To demonstrate Bushveld’s continuing support in the now independent tin platform, the Company has retained a 17.48 per cent. shareholding in AfriTin. A further 24.39% of the issued share capital of AfriTin 37

40. commercially prudent to do so, having regard to the Company’s future development and working capital requirements. 15 Regulatory rights and obligations Disclosure and Transparency Rules Shareholders are required pursuant to DTR 5, to notify the Company when they acquire or dispose of a major proportion of their voting rights (either as Shareholder or through their direct or indirect holding or certain financial instruments, or a combination of such holdings) of the Company equal to or in excess of 3 per cent. of the nominal value of that share capital (and every 1 per cent. thereafter). The Takeover Code As the Company is a Guernsey incorporated company and its Ordinary Shares have been, and will be admitted to trading on AIM, it is subject to the provisions of the Takeover Code. The Takeover Code is based upon a set of ‘General Principles’ (which are essentially statements of standards of commercial behaviour) and has been designed to ensure: ● that Shareholders are treated fairly and are not denied an opportunity to decide on the merits of a takeover; and ● that Shareholders of the same class are afforded equivalent treatment by an offeror. The Takeover Code also provides an orderly framework within which takeovers are conducted. In addition, it is designed to promote, in conjunction with other regulatory regimes, the integrity of the financial markets. Mandatory Offers Under the Takeover Code, if an acquisition of shares were to increase the aggregate holding of the acquirer and its concert parties to shares carrying 30 per cent. of more of the voting rights in the Company, the acquirer and, depending on the circumstances, its concert parties, would be required (except with the consent of the Panel) to make a cash offer for the outstanding shares in the Company at a price not less than the highest price paid for the shares by the acquirer or its concert parties during the previous 12 months. This requirement would also be triggered by any acquisition of shares by a person holding (together with its concert parties) shares carrying between 30 and 50 per cent. of the voting rights in the Company if the effect of such acquisition were to increase that person’s percentage of the voting rights. 16 Taxation Your attention is drawn to the taxation section contained in paragraph 10 of Part VIII of this document. These details are, however, intended only as a general guide to the current tax position under UK and Guernsey taxation law. If you are in any doubt as to your tax position, or are subject to tax in jurisdictions other than the UK or Guernsey you are strongly advised to consult your own independent financial adviser immediately. 17 Risk Factors & further information Your attention is drawn to the Risk Factors set out in Part II of this document. Prospective investors should, in addition to all other information set out in this document, carefully consider the risks described in those sections before making a decision of whether to invest in the Company. Your attention is drawn to Parts II to IX to this document which provides additional information on the Company and the matters described in this Part I. 18 General Meeting A notice convening the General Meeting is set out on pages 553 to 555 of this document, which is to be held at 18–20 Le Pollet, St Peter Port, Guernsey GY1 1WH at 10.00 a.m. on 20 December 2017, for the purpose of considering, and if thought fit, passing the Resolutions which seek to do the following: ● approve the Acquisition and authorise the Directors to issue the Consideration Shares for the purposes of the Acquisition; and 40

115. Section B – Historical Financial Information on Bushveld Vametco Limited STATEMENT OF COMPREHENSIVE INCOME For the period ended 28 February 2017 Period from 22 March 2016 to 28 Feb 2017 £ Revenue – Cost of sales – –––––––––––– Gross profit – Other operating income – Finance Income – Finance Costs – Exchange Gain – –––––––––––– Profit before taxation – Income tax expense – Profit for the period attributable to the equity owner of the company –––––––––––– Other comprehensive income, net of tax – –––––––––––– Total comprehensive profit for the period, attributable to the equity owner of the company – –––––––––––– –––––––––––– 115

141. 7.3 Ian Watson The services of Ian Watson as non-executive director are provided under a terms of letter of appointment between him and the Company dated 24 November 2017 subject to termination upon at least 3 months’ notice, at an initial fee of £40,000 per annum. 7.4 Anthony Viljoen The services of Anthony Viljoen as non-executive director are provided under a terms of letter of appointment between him and the Company dated 24 November 2017 subject to termination upon at least 3 months’ notice, at an initial fee of £25,000 per annum. 7.5 Jeremy Friedlander The services of Jeremy Friedlander as non-executive director are provided under a terms of letter of appointment between him and the Company dated 24 November 2017 subject to termination upon at least 3 months’ notice, at an initial fee of £25,000 per annum. 7.6 Save as set out in paragraphs 7.1 to 7.5 above, there are no service agreements in existence between any of the Directors and the Company or any of its subsidiaries providing for benefits upon termination of employment. 8 Related Party Transactions 8.1 Save for any arrangements summarised in this paragraph, no member of the Group or the Enlarged Group has been a party to any related party transaction (as that term is defined in the AIM Rules for Companies) since 1 March 2014. (i) VM Investments is a related party due to two of the Executive Directors (Fortune Mojapelo and Anthony Viljoen) of Bushveld Minerals Limited being majority shareholders of VM Investments. At 28 February 2015, the Group owed VM Investments Ltd £25,949 (2014: £7,387). During the financial year 2015, VM Investments charged the Group £101,275 (2014: £115,475) for office accommodation and other office services. (ii) VM Investments is a related party due to two of the Executive Directors (Fortune Mojapelo and Anthony Viljoen) of Bushveld Minerals Limited being majority shareholders of VM Investments. At 29 February 2016, the Group owed VM Investments Ltd £26,134 (2015: £25,949). During the financial year 2016, VM Investments charged the Group £67,047 (2015: £101,275) for office accommodation and other office services. (iii) VM Investments is a related party due to two of the Executive Directors (Fortune Mojapelo and Anthony Viljoen) of Bushveld Minerals Limited being majority shareholders of VM Investments. At 28 February 2017, the Group owed VM Investments Ltd £39,712 (2016: £26,134). During the financial year 2017, VM Investments charged the Group £nil (2016: £67,047) for office accommodation and other office services. 9 Material contracts The following contracts, not being contracts entered into in the ordinary course of business, have been entered into by the Company and/or its subsidiaries during the two years preceding the date of this document and are or may be material: The Company 9.1 Acquisition Agreement On 30 November 2017, the Company entered into the Acquisition Agreement, pursuant to which it conditionally agreed to acquire all of the ordinary shares in Bushveld Vametco not currently owned by the Group from the Seller for a purchase price of: (i) US$11.1 million to be satisfied on Admission (“ Initial Consideration ”) by (i) a cash payment of US$4.5 million and (ii) the issue of the Consideration Shares by the Company to the Seller, credited as fully paid, at the Consideration Share Price 141

178. J3727 Bushveld Minerals Ltd_Vametco CPR Update_RSA Page: 5 South Africa has a constitutional multiparty democracy with three levels, namely local, provincial and national government. The current ruling party is the African National Congress with the Democratic Alliance as the official opposition. Legislation regarding mineral rights and tenure is also well established. The country has an excellent transportation infrastructure with regards to rail, road and air transportation facilities (international and domestic). There is also very well-developed telecommunication infrastructure through the country with easy accessible internet in most cities and towns. 2.3 Mineral Tenure, Permitting, rights and Agreements 2.3.1 Legal Landowners Current operations are on parts of the farms “Krokodilkraal” and “Uitvalgrond”. These farms are owned by Historically Disadvantaged South Africans (HDSAs) and have been since 1912. Vametco had long-term lease agreements in place with the registered landowners and co-owners listed in Table 2-2 until the conversion of the Old Order Mining Right to the New Order Mining Right was executed during April 2013. The parties are curr ently in negotiations to secure surface lease agreements which will be retrospectively implemented to April 2013. Table 2-2 Registered Landowners of the Properties Property Area (ha) Registered Land Owners and Co-owners Krokodilkraal (462JQ) 272.1358 Co-Owners: c/o Fabricius & Engelbrecht Attorneys 102 Amos Street Colbyn Pretoria Uitvalgrond (431JQ) 1235.6069 Co-Owners: c/o Sixabela Incorporated P.O. Box 12520 Hatfield 0028 2.3.2 Mining Right A new order mining right (No: NW 30/ 5/1/2/2/08 MR) is held by Vametco Holdings (Pty) Ltd, for the vanadium operations. The converted mining right replaced the old order mining right held by Vametco which consists of 75 % Strategic Minerals Corporation, 15 % Business Venture Investment Group no 973 and 10 % Business Venture Investment Group no 1833, representing community based trusts and co-operations. The mining right is valid for a period of 25 years and has an expiry date of 23 April 2038. The ownership structure is depicted in Figure 2-3. Bushveld Minerals Limited also holds 75 % of prospecting right 10142 PR (on farm Doornpoort 295 JR), 65 % of prospecting right 11124 PR (on Portion 3 of Uitvalgrond) and 100 % of mining right NW10004MR (on farm Uitvalgrond Portion 2 and Syferfontein 430 J). NW10004MR has been suspended pending resolution of outstanding issues of the community (Table 2-3). 178

340. _____________________________________________________________________________________________________________________________ J2518: CPR and updated MRE for the Mokopane Fe-V-Ti Project Page: 25 October 2017 Faulting in the area is characterised by major regional and subordinate local to semi-regional fault sets (Cheshire, 2011):  Major regional NE-SW to ENE-WSW striking sub-vertical fault zones with a right lateral sense of horizontal displacement (up to 2,600 m)  Local to semi-regional ENE-WSW to E-W striking sub-vertical fault zones with both right and left lateral sense of horizontal displacement (up to 1,400 m) Figure 7-7 Regional aeromagnetic map with interpreted structural features (after CGS, 1995) Note: P-Q Zone and MML have a strong positive (red colours) magnetic signature; Younger, Karoo-aged dykes have negative (blue colours) signature; Faults and fault zones usually form positive magnetic anomalies SCHOONOOR D BELLEVUE 340

488. Competent Person’s Report – Imaloto Coalfield – Bushveld Minerals Limited – 23 Oct 2017 7 The resource has been investigated for quality, and a summary of the main quality characteristics from the three main coal seams are shown in Tables 2, 3 and 4 below. The Main Seam is anticipated to return a good quality raw feed for power generation with a CV of 22.62 MJ/kg (ADB), an Ash content of 23.9 %, and an elevated Total Sulphur value of 1.85 %. If the Main seam is to be considered for a 5 600 kcal/kg NAR product, the cut-point density of 1.500 ton/m 3 will result in a product with an Ash content of 16.5 %, Volatiles at 30.7 %, Total Sulphur at 0.92 % and a theoretical Yield of 67.4 %. Table 2: The Weighted Average Coal Quality for the Main Seam. The Top Seam is anticipated to return a raw feed for power generation with a CV of 20.27 MJ/kg (ADB), an Ash content of 30.2 %, and an elevated Total Sulphur value of 2.14 %. If the Top Seam is to be considered for a 5 600 kcal/kg NAR product, the cut-point density of 1.400 ton/m 3 will result in a product with and Ash content of 13.7 %, Volatiles at 34.3 %, Total Sulphur at 0.98 % and a theoretical Yield of 31.1 %. Table 3: The Weighted Average Coal Quality for the Top Seam. Sam ple Wash Moisture Ash Volatile F.C. Sulphur Gross C.V. Yield DAVF GAR NAR M as s R.D. % % % % % M J/k g % k cal/k g @ 8% TM k cal/k g @ 8% TM 80401 F1.35 5.1 12.2 34.2 48.5 0.98 27.27 17.7 41.4 6310 6070 132987 F1.40 5.0 13.9 32.9 48.2 0.95 26.64 38.0 40.6 6164 5924 191942 F1.50 5.1 16.5 30.7 47.8 0.92 25.62 67.4 39.1 5930 5689 92073 F1.60 5.0 18.4 29.6 47.0 0.95 24.89 81.5 38.6 5759 5518 40557 F1.70 5.0 19.6 29.0 46.4 0.99 24.43 87.7 38.5 5650 5409 21871 F1.80 4.9 20.5 28.7 45.9 1.03 24.11 91.1 38.5 5572 5331 12977 F1.90 4.9 21.1 28.5 45.5 1.07 23.87 93.0 38.5 5516 5275 45410 S1.90 4.7 23.9 27.9 43.4 1.87 22.78 100.0 39.1 5254 5013 31442 -0.5 Raw 4.8 23.8 23.7 37.8 1.48 19.38 33.2 4474 4231 684628 Raw 4.7 23.9 27.7 43.2 1.85 22.62 38.9 5219 4977 Comb ined results from one-hundred-and-forty-one samples out of one-hundred-and-fourteen b oreholes. M ain Se am - Cum ulative Re s ults (Air-drie d Bas e ) as @ 17 M ar 2013 Calculate d Sam ple Wash Moisture Ash Volatile F.C. Sulphur Gross C.V. Yield DAVF GAR NAR M as s R.D. % % % % % M J/k g % k cal/k g @ 8% TM k cal/k g @ 8% TM 18702 F1.35 5.7 11.2 35.1 48.0 0.96 27.22 17.3 42.3 6341 6101 22288 F1.40 5.5 13.7 34.3 46.6 0.98 26.37 31.1 42.4 6130 5889 40180 F1.50 5.3 18.7 32.1 43.9 1.01 24.64 56.0 42.3 5716 5475 31634 F1.60 5.1 22.2 30.6 42.1 1.09 23.40 75.6 42.1 5418 5177 9746 F1.70 5.0 23.5 30.1 41.4 1.15 22.97 81.6 42.2 5315 5074 4415 F1.80 5.0 24.2 29.9 40.9 1.18 22.71 84.3 42.2 5252 5011 4615 F1.90 5.0 25.1 29.5 40.4 1.21 22.36 87.2 42.3 5171 4929 20666 S1.90 4.7 30.2 28.0 37.0 2.17 20.40 100.0 43.0 4704 4462 9534 -0.5 Raw 4.9 30.2 24.9 33.9 1.65 18.08 38.3 4180 3936 170943 Raw 4.7 30.2 27.8 36.9 2.14 20.27 42.8 4675 4432 Comb ined results from seventy-four samples out of seventy-four b oreholes. Top Seam - Cum ulative Results (Air-dried Base) as @ 17 Mar 2013 Calculate d 488

492. Competent Person’s Report – Imaloto Coalfield – Bushveld Minerals Limited – 23 Oct 2017 11 The present report is focussed on a group of 13 blocks in the southern part of the total area under licence and in which all the exploration to date has been conducted. These blocks are held under five separate licences, as summarised in Figure 4 below. Four of the blocks are held under a Permis d’Exploitation (Mining Licence) (No.4578), which is valid until 2045 with the remaining nine blocks under four Permis de Recherche (Exploration Licences Nos. 3196,12653, 26904 and 27163), valid until November 2013, February 2014, October 2012 and October 2012 respectively. These rights are granted to exploit or explore for numerous commodities including coal. The coordinate pairs for these five Rights areas are shown in Figure 4 below. The Survey system and projection is WGS 84 and UTM. The area that is underlain by the Mining and Exploration Permits cover 81.25 km 2 . Although four of the exploration licences have expired due to a moratorium resulting in no liceces being renewed being in force, the licences remain valid as long as the holder remains up to date with its registration fees. Due to the political crisis that affected Madagascar during the period 2009-2013, the Bureau du Cadastre Minier de Madagascar ( “BCMM” or “Mining Registry”) has only been operating a limited service. BCMM does not currently receive any application for new permits in respect of new projects until further decision is taken by its management or the Minister in charge of Mines. However, BCMM receives and processes any application for transfer, transformation (e.g. transformation of a PR into a PE) and renewal. Before issuing the transferred/transformed/renewed permits, the BCMM must obtain the approval of the Minister in charge of Mines (by way of a ministerial order) in respect of each type of application. In short, three main conditions must be satisfied in order for the transferred/transformed/renewed permits to be valid: · the obtaining of the ministerial order duly signed by the Minister in charge of Mines; · the updated transferred/transformed/renewed Permits duly signed by the managing director of BCMM; and · the continued payment of mining fees. In practice, the obtaining of the ministerial order usually takes time (from months to years). From a strict legal point of view, no work can be carried out before the obtaining of the ministerial order and the transferred/transformed/renewed permits. In all cases, the transfer/transformation/renewal/extension processes are administration formalities, which providing relevant application protocol has been followed and the annual administration fees paid will in almost all cases always be approved. The dossiers relating to the transfer of the 26904 Permit and the 27163 Permit into the name of CMM were duly filed at the BCMM. The issuance of the new permits in the name of CMM is an administrative formality that should be approved providing that CMM continues to pay the respective administrative fees. However and despite the fact that these said permits are recorded in the name of CMM in B CMM’s register, as per the BCMM Search Results, CMM is not entitled to carry out any 492

307. _____________________________________________________________________________________________________________________________ J2518: CPR and updated MRE for the Mokopane Fe-V-Ti Project Page: xvi October 2017 Multi-element analyses should be carried out on samples from selected drillholes to determine concentration levels of all potentially beneficial and deleterious elements in the Phosphate Zone. A budget has been proposed by BML in order to increase the confidence level of the Mineral Resource classifications for MML, MML HW and the AB Zone. MSA has reviewed the proposed budget in South African Rand (“ZAR”) and considers the expenditure adequate to finance the activities as outlined in Table 1-17. Table 1-17 Planned Budget for Mokopane Project ZAR Exploration programme (24 months) Infill core drilling on MML, MML HW and AB Zone 2,300,000 Assaying of infill boreholes 400,000 Mineral Resource Estimate on MML, MML HW and AB Zone 900,000 Subtotal 3,600,000 Contingency (10%) 360,000 Grand Total 3,960,000 Note: Above expenditure excludes Corporate and Administration costs 307

310. _____________________________________________________________________________________________________________________________ J2518: CPR and updated MRE for the Mokopane Fe-V-Ti Project Page: xix October 2017 14.1 Previous Mineral Resource Estimate ....................................................................................... ...................................................................... 75 14.1.1 MML .................................................................................................................... ............................................................................. 75 14.1.2 P-Q Zone ............................................................................................................... ......................................................................... 76 14.1.3 N-Q Zone ............................................................................................................... ........................................................................ 78 14.2 Current Mineral Resource Estimate for P-Q Zone for Schoonoord and Bellev ue ............................................... ........................... 80 14.2.1 Database................................................................................................................ ......................................................................... 80 14.2.2 Geological Interpretation and Modelling ................................................................................ ............................................ 81 14.2.3 Grade Estimatio n ....................................................................................................... .................................................................. 83 14.2.4 Mineral Resource Tabulation ............................................................................................ ....................................................... 83 14.2.5 Checklist of Assessment and Reporting Criter ia ......................................................................... ...................................... 85 14.3 Current Mineral Resource Estimate for the Phosphate Zone ................................................................. .............................................. 86 14.3.1 Database................................................................................................................ ......................................................................... 87 14.3.2 Geological Interpretation and Modelling ................................................................................ ............................................ 87 14.3.3 Grade Estimatio n ....................................................................................................... .................................................................. 88 14.3.4 Mineral Resource Tabulation ............................................................................................ ....................................................... 88 14.3.5 Assessment of Reasonable Prospects for Eventual Economic Extraction (RPEEE) .................................................. 89 14.3.6 Checklist of Assessment and Reporting Criteria for Phosphate Zone ...................................................... ................. 92 14.4 Current Mineral Resource Estimate for MML and MML Hanging Wall ........................................................... ............................... 102 14.4.1 Database................................................................................................................ ...................................................................... 102 14.4.2 Geological Interpretation and Modelling ................................................................................ ..................................... .... 102 14.4.3 Grade Estimat ion ....................................................................................................... ........................................................... .... 108 14.4.4 Mineral Resource Cl assification ...................................................................................................................................... ..... 112 14.4.5 Assessment of Reasonable Prospects for Eventual Economic Extraction (RPEEE) .......................................... ..... 113 14.4.6 Checklist of Assessment and Rep orting Criter ia ......................................................................... ................................ ... 113 14.5 Current Mineral Resource Estimate for AB Zone ............................................................................ ....................................................... 123 14.5.1 Database................................................................................................................ ...................................................................... 123 14.5.2 Geological Interpretation and Modelling ................................................................................ .................................... ..... 124 14.5.3 Grade Estimatio n ....................................................................................................... ........................................................ ....... 126 14.5.4 Assessment of Reasonable Prospects for Eventual Economic Extraction (RPEEE) ............................................ ... 126 14.5.5 Mineral Resource Clas sification ........................................................................................ ............................................... .... 127 14.5.6 Mineral Resource Statement ............................................................................................. .................................................. . 127 14.5.7 Checklist of Assessment and Reporting Criter ia ......................................................................... ................................ ... 127 15 ADJACENT PROPERTIES ........................................................................................................... .................................................. 137 16 OTHER RELEVANT DATA AND INFORMATION ........................................................................................... ............................ 138 17 INTERPRETATION AND CONCLUSIONS................................................................................................. ................................... 139 17.1 General .................................................................................................................. ............................................................................................ .. 139 17.2 P-Q Zone.................................................................................................................. ........................................................................................... 139 17.3 Phosphate Zone ........................................................................................................... .................................................................................... 139 17.4 MML and MML HW ........................................................................................................... ............................................................................. . 140 17.5 AB Zone .................................................................................................................. ........................................................................................... .. 140 18 RECOMMENDATIONS ............................................................................................................... .................................................. 141 18.1 Scope and Budget for future Exploration Activities ....................................................................... .................................................. ..... 141 310

469. ______________________________________________________________________________________________________________________________ J2518: CPR and updated MRE for the Mokopane Fe-V-Ti Project Page: 154 October 2017 Competent Person’s Consent Form Pursuant to the Financial Conduct Authority’s Listing Rules and Clause 9 of the JORC Code 2012 Edition (Written Consent Statement) Report name JORC Competent Person’s Report and Mineral Resource Estimate for the Mokopane Fe-V-Ti Project, Limpopo Province, South Africa ( Insert name or heading of Report to be publicly released ) (‘Report’) The MSA Group (Pty) Ltd ( Insert name of company releasing the Report) Mokopane Fe-V-Ti Project (Insert name of the deposit to which the Report refers) If there is insufficient space, complete the following sheet and sign it in the same manner as this original sheet. 28 October 2017 (Date of Report) 469

521. Competent Person’s Report – Imaloto Coalfield – Bushveld Minerals Limited – 23 Oct 2017 40 9. References The Australian Institute of Mining and Metallurgy, Australian Institute of Geoscientists, Minerals Council of Australia, (2004): Australasian Code for the Reporting of Exploration Results, Mineral Resources and Ore Reserves – The JORC Code – 2004 Edition. The Australian Institute of Mining and Metallurgy, Australian Institute of Geoscientists, Minerals Council of Australia, (2012): Australasian Code for the Reporting of Exploration Results, Mineral Resources and Ore Reserves – The JORC Code – 2012 Edition. Canadian Institute of Mining, Standing Committee on Reserve Definitions, (2010): CIM Definition Standards – For Mineral Resources and Mineral Reserves, pp 10. Canadian Institute of Mining, Coal Sub-committee, (Undated): Untitled note with regards to Resource/Reserve Classification Specific to Coal, pp 3. Coalfields Geology Council of New South Wales and the Queensland Mining Council (2003): Australian Guidelines for Estimating and Reporting of Inventory Coal, Coal Resources and Coal Reserves, pp 9. Erasmus, F. J., (2013): An Updated Resource Statement of the Imaloto Coal Deposit in Madagascar in terms of the JORC Reporting Code, Unpublished Report. Grech-Cumbo, N., (2012): Field Report for Imaloto Project area, June to September 2012. Unpublished Report. Geological Logs IM 001 to IM 335. M&L Laboratory Coal analytical reports for coal sampled in boreholes IM 001 to IM 335. Thomas, L. (2002): Coal Geology, John Wiley and Sons, England. Wadley, R., Hall, M., (2010): Imaloto Coal Project: South- west Madagascar, Competent Person’s Report and Resource Statement, (MSA Project Number J2065), Unpublished Report. 521

7. Solicitors to the Company Carey Olsen as to British Virgin Islands Law Rodus Building PO Box 3093 Road Town Tortola, VG1110 British Virgin Islands Solicitors to the Company Troutman Sanders LLP as to US Law (Connecticut) 875 Third Avenue New York, NY 10022 USA Solicitors to the Company ENSafrica (Mauritius) as to Mauritian Law 19 Church Street Port Louis Mauritius Solicitors to the Nominated Adviser Fieldfisher LLP and Broker Riverbank House 2 Swan Lane London EC4R 3TT UK Competent Person in relation to the The MSA Group Vametco and Mokopane Licences Henley House Greenacres Office Park Cnr Victory & Rustenburg Roads Victory Park 2195 Johannesburg South Africa Competent Person in relation to the Sumsare Consulting Madagascan Licences P.O. Box 647 Witbank 1035 Johannesburg South Africa Financial Public Relations Blytheweigh 4-5 Castle Court London EC3V 9DL UK Registrars Link Asset Services Limited 34 Beckenham Road Beckenham Kent BR3 4TU UK Website from Admission www.bushveldminerals.com 7

83. 6. Expenses by nature 31 Dec 2016 31 Dec 2015 31 Dec 2014 £££ The profit/(loss) for the year has been arrived at after charging: Auditors’ remuneration 30 365 32 512 32 940 Depreciation 1 320 269 746 982 936 808 Directors emoluments (as executives) 555 257 266 394 241 562 Technical fees – 13 237 12 108 Foreign exchange loss/(gain) 394 316 (835 830) (267 291) Employee benefit expense 10 704 218 9 760 355 10 220 316 – salaries 2 850 391 2 416 787 2 636 327 – wages 6 895 848 6 450 078 6 675 575 – defined contribution plan expense 957 978 893 490 908 414 7. Finance income 31 Dec 2016 31 Dec 2015 31 Dec 2014 £££ Bank deposits 74 714 127 956 168 323 Rehabilitation bank deposit 213 229 104 215 76 979 –––––––––––––––––––––––––––––––––––––––– Total 287 933 232 171 245 302 –––––––––––––––––––––––––––––––––––––––– –––––––––––––––––––––––––––––––––––––––– 8. Finance expense 31 Dec 2016 31 Dec 2015 31 Dec 2014 £££ Interest on outstanding loans 206 169 143 633 87 124 Carrying costs 3 818 5 807 7 607 SARS – – 15 092 Unwinding of interest 271 017 246 758 – Interest on outstanding royalties 104 347 98 917 (39 944) –––––––––––––––––––––––––––––––––––––––– Total 585 351 495 115 69 879 –––––––––––––––––––––––––––––––––––––––– –––––––––––––––––––––––––––––––––––––––– 83

99. PART VI Unaudited Interim Financial Information on Strategic Minerals Corporation UNAUDITED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME For the interim periods ended 30 June 2016 and 2017 30 Jun 2017 30 Jun 2016 ££ (unaudited) (unaudited) Revenue 26 435 543 16 080 903 Cost of sales (17 907 770) (13 644 393) –––––––––––––––––––––––––– Gross profit 8 527 773 2 436 510 Other operating income 169 353 179 882 Selling and distribution costs (1 300 679) (670 734) Administrative expenses (1 508 188) (1 507 958) Other operating expenses (1 003 687) (771 604) Idle plant costs (215 802) (348 822) –––––––––––––––––––––––––– Operating profit 4 668 770 (682 726) Finance Income 202 690 77 491 Finance Costs (177 237) (141 281) Exchange Gain 141 390 137 405 –––––––––––––––––––––––––– Profit/(Loss) before taxation 4 835 612 (609 111) Income tax (expense)/credit (1 358 301) 168 049 –––––––––––––––––––––––––– Total comprehensive profit/(loss) for the period, net of tax 3 477 311 (441 062) –––––––––––––––––––––––––– –––––––––––––––––––––––––– Attributable to: Owners of the parent 3 040 128 (431 776) Non-controlling interest 437 183 (9 285) All results relate to continuing activities. 99

131. 3.16 Share capital reconciliation: As at As at 28 February 29 February 2017 2016 Issued Ordinary Shares 696,214,271 486,337,438 3.17 During the period covered by the historical financial information, save as has been disclosed in paragraph 3.4, no Ordinary Shares have been issued for assets other than cash. 3.18 On Admission, holders of Existing Ordinary Shares will suffer an immediate dilution of 6.34 per cent. of their interest in the Company by issue of the Consideration Shares. 4 Outstanding Warrants 4.1 In addition to the Convertible Bond Warrants, the Company currently has the following 29,101,365 outstanding warrants each to subscribe for 1 Ordinary Share: No of Warrants outstanding Exercise Price (pence) Lapse Date 3,039,473 7.90 26 March 2019 4,052,631 9.90 28 May 2018 15,000 2.40 7 June 2018 464,657 2.40 24 August 2018 15,197,368 6.90 31 March 2020 6,332,236 14.20 22 September 2020 4.2 It is intended that upon drawdown of the second tranche under the Convertible Bond Subscription Agreement, the Company will grant a further 4,925,073 warrants exercisable at 14.20 pence to Atlas which would lapse of 22 September 2020. It is anticipated that drawdown will occur on publication of this document. 5 Constitutional documents and other relevant laws and regulations 5.1 Objects Section 31 of the Companies Act provides that the objects of a company are unrestricted unless any restrictions are set out in the Articles. The Articles do not contain any restrictions on the objects of the Company. 5.2 Articles of Incorporation The Articles contain, inter alia , provisions to the following effect: (i) Voting rights Subject to paragraph (ii) below, and to any special rights or restrictions as to voting upon which any shares may for the time being be held, on a show of hands every member who is present in person or by proxy shall have one vote. On a poll every member present in person or by proxy shall have one vote for every Ordinary Share held by him. A proxy need not be a member of the Company. A member of the Company shall not be entitled, in respect of any shares held by him, to vote (either personally or by proxy) at any general meeting of the Company unless all amounts payable by him in respect of that share in the Company have been paid or credited as having been paid. (ii) Variation of rights All or any of the rights, privileges or conditions attached to any class of shares in issue may only be varied either with the consent in writing of the holders of seventy five per cent. in value of the issued shares of that class (excluding treasury shares) or with the sanction of a special resolution passed at a separate general meeting of the holders of the shares of that class. 131

320. _____________________________________________________________________________________________________________________________ J2518: CPR and updated MRE for the Mokopane Fe-V-Ti Project Page: 5 October 2017 Figure 4-2 Location of the Project Area in the Northern Limb of the Bushveld Complex (MSA, 2015) The Project Area consists of two Prospecting Rights 95PR and 438PR comprising the following six farms (Figure 4-3):  95PR: Vogelstruisfontein 765LR, Vriesland 781LR, Vliegekraal 783LR, Schoonoord 786LR and Bellevue 808LR – 10072.7949 ha  438PR: Malokong 784LR – 1863.9378 ha The six farms cover a total area of 11936.7327 ha. The coordinates of the corner points of the individual farms are given in Table 4–1 as registered with the Deeds Office in Pretoria. The farms are located on the Government 1:50,000 topo-cadastral Sheets 2328DD and 2328DC published by the Chief Directorate, Survey and Mapping. Project Area 320

472. ______________________________________________________________________________________________________________________________ J2518: CPR and updated MRE for the Mokopane Fe-V-Ti Project Page: 157 October 2017 Competent Person’s Consent Form Pursuant to the Financial Conduct Authority’s Listing Rules and Clause 9 of the JORC Code 2012 Edition (Written Consent Statement) Report name JORC Competent Person’s Report and Mineral Resource Estimate for the Mokopane Fe-V-Ti Project, Limpopo Province, South Africa ( Insert name or heading of Report to be publicly released ) (‘Report’) The MSA Group (Pty) Ltd ( Insert name of company releasing the Report) Mokopane Fe-V-Ti Project (Insert name of the deposit to which the Report refers) If there is insufficient space, complete the following sheet and sign it in the same manner as this original sheet. 28 October 2017 (Date of Report) 472

515. Competent Person’s Report – Imaloto Coalfield – Bushveld Minerals Limited – 23 Oct 2017 34 With the completion of 4 th and final phase of drilling, Sumsare Consulting produced an updated report with the latest quantities shown in Table 38. This document is a review of the previous report, using the JORC 2012 guideline as a template. There has been no material changes in either the tonnages or qualities previously disclosed. The MSA Resource as determined in the CPR dated December 2010, showed a total inferred resource of 170.600 Million tons (GTIS). The SC (Jan 2013) report showed a resource of 137.288 Million tons (GTIS). The latest updated SC (Mar 2013) report, indicate a resource of 135.737 Million tons (GTIS). This tonnage is current and still applicable to this JORC 2012 review as produced by SC (Oct 2017). The previous reconciliation is presented in the report dated March 2013. The present reconciliation has a zero variance since there have been no material change in or addition to the underlying data that supports the findings of the previous report. See Table 38 below for the comparison per seam. Comparison of Tonnages per seam (GTIS, Mt) Seam MSA SC Jan 2013 SC Mar 2013 SC Jul 2014 SC Oct 2017 Variance Main 73.8 63.073 63.441 63.441 63.441 0 Upper 69.7 43.083 41.058 41.058 41.058 0 Top 27.1 31.132 31.238 31.238 31.238 0 Total 170.6 137.288 135.737 135.737 135.737 0 Table 38: Comparison of the SC GTIS Resource (Mar 2013) with the SC GTIS Resource JORC 2012 review (Jul 2014). In Closure The Imaloto River drains the lease area from the north-east to the south-west. The current resource is situated to the west of the Imaloto River. The mining of Block 1 will have to consider the impact of the Imaloto River on the coal resource. Options may be to design cut layouts that avoid the river and its riparian zone. The resource blocks have been designated well clear of this river. Permitting that would be required would include an EIA and Rehabilitation and Closure Plans. Although not formalized in the mining legislation, various forms of Rural Social Projects would be expected from an operator. The remaining two Prospecting Permits will have to be converted to a Mining Right if mining is to be considered. The general area is populated by local Malagasy people who live in informal villages throughout the valley. The resettlement of people will have to be considered in the event of this project becoming a mining operation. The formal employment of people in this part of the country is effectively zero, and a project of this magnitude will dramatically change the socio-economic environment in the area. Should this project 515

49. Joint Ventures The Group may enter into joint venture arrangements with regards future exploration, development and production properties (including potentially the Group’s concessions). There is a risk any future joint venture partner does not meet its obligations and the Group may therefore suffer additional costs or other losses. It is also possible that the interests of the Group or future joint venture partners are not aligned resulting in project delays or additional costs and losses. The Group may have minority interests in the companies, partnerships and ventures in which it invests and may be unable to exercise control over the operations of such companies. Potential adverse media coverage The Group’s activities involve the exploration and the exploitation of mineral and other natural resources within the areas covered by the Group’s mining and exploration licences. There is a risk that environmental, indigenous or human rights groups may criticise the Group given that mining and natural resource exploitation has historically been associated with significant detriment to the natural environment and indigenous populations. Further, the public perception of the Group may be prejudiced by the actions of an unrelated company over which the Group has no influence or control, and the Group’s financial position may be adversely affected as a consequence. Net Assets Shortfall The Group’s Madagascan subsidiaries Coal Mining Madagascar SARL and Imaloto Power Project SARL are each showing that their net assets have fallen below half of the registered share capital, as a result of cumulative losses. Applicable company law in Madagascar requires that should this situation arise then within 4 months of the approval of the accounts showing the deficit, the shareholders should be consulted on the advisability of calling for a premature winding up on the company in question. The Board intends to take steps to rectify the position following Admission by passing the necessary shareholder resolutions, which may include inter alia reduction of the relevant company’s share capital, approving the continuation of the business in spite of losses. Madagascan Moratorium Period Due to the political crisis that affected Madagascar during the period 2009-2013, the Madagascan Mining Ministry (“ BCMM ”) has only been operating a limited service and is not currently receiving any applications for new permits in respect of new projects. It is however receiving and processing any applications for transfer, transformation and renewal. Before issuing the transferred/transformed/renewed permits, the BCMM must obtain the approval of the Minister in charge of Mines (by way of a ministerial order) in respect of each type of application. In short, three main conditions must be satisfied in order for the transferred/transformed/renewed permits to be valid: ● the obtaining of the ministerial order duly signed by the Minister in charge of Mines; ● the updated transferred/transformed/renewed permit duly signed by the managing director of BCMM; and ● the continued payment of mining fees. In practice, the obtaining of the ministerial order usually takes time (from months to years). From a strict legal point of view, no work can be carried out before the obtaining of the ministerial order and the transferred/transformed/renewed permit. In all cases, the transfer/transformation/renewal/extension processes are administration formalities, which providing relevant application protocol has been followed and the annual administration fees paid, will in almost all cases always be approved. The papers relating to the transfer of the 26904 Permit and the 27163 Permit into the name of Coal Mining Madagascar SARL (“ CMM ”) were duly filed at the BCMM. The issuance of the new permits in the name of CMM is an administrative formality that should be approved providing that CMM continues to pay the respective administrative fees. However and despite the fact that these said permits are recorded in the name of CMM in BCMM’s register, CMM is not entitled to carry out any exploration/exploitation activities until the completion of the transfer/transformation procedure and the obtainment of the said permits in its name. 49

77. Inventories Inventories are valued at the lower of cost or estimated net realisable value. Cost is determined on the following basis: ● Raw materials: weighted average cost ● Consumable stores: weighted average cost ● Work in progress: weighted average cost ● Finished product: weighted average cost The cost of finished product and work in progress comprise raw materials, direct labour, other direct costs, and related production overheads (based on normal operating capacity), but excludes borrowing costs. Net realisable value is the estimated selling price in the ordinary course of business, less costs of completion and selling expenses. Leases The determination of whether an arrangement is, or contains a lease is based on the substance of the arrangement at inception date of whether the fulfilment of the arrangement is dependent on the use of a specific asset or assets or the arrangement conveys a right to use the asset. Leases of property, plant and equipment where the SMC Group assumes substantially all the benefits and risk of ownership are classified as finance leases. Finance leases are capitalised at the inception of the lease at the fair value of the leased property, or if lower, at the present value of the minimum lease payments. Each payment is allocated between the liability and the finance charges so as to achieve a constant rate on the finance balance outstanding. The corresponding finance lease obligation, net of finance charges, is included in long-term payables. The interest element is charged to the statement of comprehensive income over the lease period. The property, plant and equipment acquired under finance leases are depreciated over the useful life of the asset, unless there is no reasonable certainty that the Company will obtain ownership by the end of the lease term, in which case the asset is depreciated over the shorter of the estimated useful life of the asset and the lease term. Leases where a significant portion of the risks and reward of ownership is retained by the lessor are classified as operating leases. Payments made under operating leases (net of any incentive received from the lessor) are charged to the statement of comprehensive income on straight line basis over the period of the lease. Taxation i. Current income tax Current income tax relating to items recognised directly in equity is recognised in equity and not in the statement of comprehensive income. Management periodically evaluates positions taken in the tax returns with regards to situations in which applicable tax regulations are subject to interpretation and establishes provisions where appropriate. Current income tax assets and liabilities for the current and prior periods are measured at the amount expected to be recovered from or paid to the taxation authorities. Taxation is provided at rates applicable in the Republic of South Africa which has been enacted or substantially enacted by the statement of financial position date. ii. Deferred income tax Deferred taxation is provided using the liability method on all temporary differences at the statement of financial position date between the tax bases of assets and liabilities and their carrying values for financial reporting purposes. Deferred tax liabilities are recognised for all taxable temporary differences except: ● where the deferred income tax liability arises from the initial recognition of goodwill or an asset or liability that in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor the taxable profit or loss; and 77

105. Property, plant and equipment Property, plant and equipment are stated at historical cost less accumulated depreciation, except for residential properties which are carried at fair value. Depreciation is calculated on the straight-line method to write off the cost of each asset (less residual value) over its estimated useful life as follows: ● Buildings and other improvements: 20 – 25 years ● Plant and machinery: 15 – 20 years ● Motor vehicles, furniture and equipment: 4 – 10 years ● Decommissioning asset: Life of mine Repairs and maintenance are generally charged against income during the financial period in which they are incurred. However, renovations are capitalised and included in the carrying amount of the asset when it is probable that future economic benefits will flow to the SMC Group. Major renovations are depreciated over the remaining useful life of the related asset. An item of property, plant and equipment is derecognised upon disposal or when no future benefits are expected from its use or disposal. Any gain or loss arising from the de-recognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in the income statement in the year the asset is derecognised. Provisions General Provisions are recognised when the SMC Group has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. Where the SMC Group expects some or all of a provision to be reimbursed, for example under an insurance contract, the reimbursement is recognised as a separate asset but only when the reimbursement is virtually certain. The expense relating to any provision is presented in the statement material, provisions are discounted using a current pre-tax rate that reflects, where appropriate, the risks specific to the liability. Where discounting is used, the increase in the provision due to the passage of time is recognised as a finance cost. i. Surface rights liability The SMC Group has provided for surface lease costs that would accrue to the owners of the land on which the mine is built. The quantum of the amounts due post implementation of the MPRDA and the granting of the new order mining right to Vametco Holdings (Proprietary) Limited is somewhat uncertain, and needs to be negotiated with such owners. The SMC Group has conservatively accrued for possible costs in this regard, but the actual obligation may be materially different when negotiations with the relevant parties are completed. The timing surrounding the actual payment of the liability is also uncertain. ii. Environmental rehabilitation liability The SMC Group is exposed to environmental liabilities relating to its operations. Full provision for the cost of environmental and other remedial work such as reclamation costs, close down and restoration costs and pollution control is made based on the estimated cost as per the Environmental Management Program Report. Annual increases in the provisions relating to change in the net present value of the provision and inflationary increases are shown separately in the statement of comprehensive income as a finance cost. Changes in estimates of the provision are accounted for in the year the change in estimate occurs, and is charged to either the statement of comprehensive income or the decommissioning asset in Property, plant and equipment, depending on the nature of the liability. iii. Post-retirement medical liability The liability in respect of the defined benefit medical plan is the present value of the defined benefit obligation at the reporting date together with adjustments for actuarial gains/losses. Any actuarial gains or losses are accounted for in Other Comprehensive Income. The defined benefit obligation is calculated annually by independent actuaries using the projected unit of credit method. 105

123. 7. Taxation The tax expense represents the sum of the tax currently payable and deferred tax. Factors affecting tax for the period: 28 Feb 2017 £ The tax assessed for the period at the Guernsey corporation tax charge rate of 0%, as explained below: Loss before taxation – Loss before taxation multiplied by Guernsey corporation tax rate of 0% – Effects of: Non-deductible expenses – –––––––––––– Tax for the period – –––––––––––– –––––––––––– 8. Financial instruments Financial Risk Factors BVL’s activities expose it to a variety of financial risks: market risk (foreign exchange risk, cash flow interest rate risk), credit risk and liquidity risk. 8.1 Foreign exchange risk Foreign currency transactions are translated into the measurement currency using the exchange rate prevailing at the dates of the transaction. Foreign exchange gains and losses resulting from the settlement of such transactions, and from the translation of monetary assets and liabilities denominated in foreign currencies, are recognised in the income statement, except when deferred in equity as qualifying cash flow hedges. There were no open forward exchange contracts at year-end. 8.2 Interest rate risk As BVL has no significant interest-bearing assets, BVL’s income and operating cash flows are substantially independent of changes in market interest rates. As part of the process of managing BVL’s interest rate risk, interest rate characteristics of new borrowings and the re-financing of existing borrowings are positioned according to expected movements in interest rates. 8.3 Liquidity risk Prudent liquidity risk management implies maintaining sufficient cash and cash equivalents and the availability of funding through an adequate amount of committed credit facilities. BVL has minimised its liquidity risk by ensuring that it has no external borrowings at year end. 8.4 Fair Value The directors are of the opinion that the book value of financial instruments approximates fair value. The carrying value less impairment provision of trade receivables and payables are assumed to approximate their fair values. 123

153. It is not intended that the income of the Company will be derived from any of those sources. Guernsey currently does not levy taxes upon capital, inheritances, capital gains, gifts, sales or turnover. No stamp duty is chargeable in Guernsey on the issue, transfer or redemption of Ordinary Shares. Shareholders A Shareholder who is resident in Guernsey (which includes Alderney and Herm) for Guernsey tax purposes, will incur Guernsey income tax at the applicable rate on distributions paid to that Guernsey resident shareholder by the Company. The Company is responsible for the deduction of tax from distributions and the accounting of that tax to the Director of Income Tax in Guernsey in respect of distributions paid by the Company to such Guernsey resident Shareholder. The Company’s distributions can be paid to a Shareholder who is not resident in Guernsey (which includes Alderney and Herm) for tax purposes without deduction of Guernsey income tax, provided such distributions by the Company are not to be taken into account in computing the profits of any permanent establishment in Guernsey through which such Shareholder carries on business in Guernsey. As already referred to above, Guernsey currently does not levy taxes upon capital, inheritances, capital gains, gifts, sales or turnover, nor are there any estate duties (save for registration fees and ad valorem duty for a Guernsey Grant of Representation where the deceased dies leaving assets in Guernsey which require presentation of such a Grant). No stamp duty is chargeable in Guernsey on the issue, transfer or redemption of Ordinary Shares. Tax Information Reporting Guernsey has enacted legislation that implements both FATCA and the common reporting standard (“ CRS ”), that obliges certain entities that are classified as “foreign financial institutions” (“ FFIs ”) for FATCA purposes and/or “financial institutions” (“ FIs ”) for CRS purposes, to carry out diligence and reporting in relation to certain shareholders. Whilst the Company is not expected to be a FFI for FATCA purposes or a FI for CRS purposes, there can be no guarantee in this regard. 11 Premises The Group’s principal establishment (which is leasehold and are used for offices) is as follows: Approx. Annual rent (unless square Property Tenure Lease expiry date otherwise stated) footage 2nd Floor, Building 3, Illovo edge Leasehold 31 January 2019 £85,000 380m² 12 Working Capital In the opinion of the Directors, having made due and careful enquiry, the working capital available to the Company and the Enlarged Group, will be sufficient for its present requirements, that is for at least twelve months from the date of Admission. 13 Litigation 13.1 Caber Tr ade & Invest 1 (Proprietary) Limited (“ Caber ”) is in dispute with the local HDSA entity in connection with mining right application (DMR ref: NW 30/5/1/2/2/10004MR) in respect of vanadium and iron over the farm Syferfontein 430 JQ and Portion 2 of the farm Uitvalgrond 431 JQ situated in district of Brits in the North West province. Caber states that the HDSA has failed in a contractual obligation to transfer the rights in DMR ref: NW 30/5/1/2/2/10004MR to Caber. Legal proceedings have not been issued and the parties are negotiating in an attempt to settle matters amicably. 153

502. Competent Person’s Report – Imaloto Coalfield – Bushveld Minerals Limited – 23 Oct 2017 21 Key conformable sequences The model contains the seam intervals MSL Split, MS, US and TS. Figure 7 shows the modelled area within the total project area. For each of the seams a roof and floor surface was generated i.e. MS Floor. The lowermost surface that was created is the MSL Split Floor, and the uppermost surface created was the TOPO (Topography). Model limits The model is limited by the extent of borehole data, the base of the weathered horizon, the natural sub-outcrop of seams in the extreme south (IM 001, 027, 129, 130, 152, 153), and east (IM 228, 249, 250), the internal fault boundaries that determines Block geometry as well as the limits of the lease areas. Borehole Survey The total number of boreholes used to create the Imaloto Coal Project model is 159 (Figure 5). All boreholes drilled were accurately surveyed. The Data Terrain Model was used as a check for the borehole collars. Topography A contour plan was plotted at 5 metre intervals and an accuracy check (by observation) was done with the Government issued topo-cadastral maps for the area. The general slope and contour trends agree with the observed topography. Density Density data was taken from the raw density determination by the laboratory. The standard used is AS 1038:26-2005. The apparent relative density is calculated using the Archimedes Principle. The material is weighed in air and then the same material is weighed in water. The formula used to calculate the density is: Apparent Relative Density = (Mass in Air/(Mass in Air – Mass in Water))* Relative Density of Water. The density data was weighted for sample mass and were calculated per seam per resource block. Densities are listed in the Resource statement below. The weighted raw density for the whole of the Main Seam in the Imaloto Coal Project comes to 1.465 ton/m 3 . The Top Seam is of higher density at 1.544 ton/m 3 , and the Upper Seam is the most dense at 1.593 ton/m 3 . The calculated densities per resource block per seam are listed in Table 19 below. Borehole Lithology A general check was done on the lithological data captured, to verify that the descriptions are consistent with the environment of the deposit and the basement, i.e. the standard lithological coding was used correctly. The random wire-line logs were used for depth checks, total thickness checks and RD checks, i.e., does the geophysical log verify the logger’s lithological log and t he qualities per sample. 502

498. Competent Person’s Report – Imaloto Coalfield – Bushveld Minerals Limited – 23 Oct 2017 17 Potential Main Seam Products Summarised below in Tables 6, 7 and 8 are the updated potential products that can be expected from beneficiation of the Main Seam. The influence of fines and the organic efficiency of the plant were not modelled in this simulation. The cumulative wash table for the Main Seam is shown in Table 9. A single stage process which involves washing at a density of 1.500 ton/m 3 will generate a primary product with an Ash % of 16.5 and a Calorific Value of 5 689 kcal/kg (NAR). The discard will have an Ash content of 39.1 % and a calorific Value of 3 627 kcal/kg (NAR). The yields would be 67.4 % and 32.6 % respectively. Table 6: Potential Products for the Main Seam with a Single Stage Wash. In a double stage process in which the 1st stage involves de-stoning at a density of 1.900 ton/m 3 , followed by a second stage that involves a wash of the de-stoned product at a density of 1.500 ton/m 3 , one will be able to generate a primary product with an Ash % of 16.5 and a Calorific Value of 5 689 kcal/kg (NAR). The middling product will have an Ash content of 33.4 % and a Calorific Value of 4 189 kcal/kg (NAR). The discard qualities of this process are listed on the bottom line in Table 7. Table 7: Potential Products for the Main Seam with a Double Stage Wash. If the Main Seam is considered as a potential raw product, the qualities as listed in Table 8 below may be expected. Table 8: Potential Raw Product for the Main Seam with Fines Added Back. Item Wash Moist Ash Vol F.C. S Gross C.V. Yield DAVF GAR NAR R.D. % % % % % MJ/k g % k cal/k g @ 8% TM k cal/k g @ 8% TM Prim ary 1.5 5.1 16.5 30.7 47.8 0.92 25.62 67.4 39.1 5930 5689 Dis card >1.5 4.1 39.1 22.2 34.5 3.84 16.89 32.6 39.1 3870 3627 Products based on b/hole data for a single stage w ash - Wash @ RD 1.500 for a primary product and discard. Main Seam Products, (Air-dried Base) Calculated Fines generation and benef iciation, and plant ef f iciency excluded f rom this simulation Item Wash Moist Ash Vol F.C. S Gross C.V. Yield DAVF GAR NAR R.D. % % % % % M J/k g % k cal/k g @ 8% TM k cal/k g @ 8% TM De s tone d at 1.900 1.9 4.9 21.1 28.5 45.5 1.07 23.87 93.0 38.5 5516 5275 Prim ary 1.5 5.1 16.5 30.7 47.8 0.92 25.62 67.4 39.1 5930 5689 M iddling 1.5 - 1.9 4.5 33.4 22.6 39.5 1.46 19.26 25.6 36.4 4431 4189 Dis card >1.9 2.5 60.4 20.9 16.2 12.61 8.16 7.0 56.3 1838 1591 Products based on b/hole data for a double stage w ash - Destone @ RD 1.900, Split the destoned product @ RD 1.500 for primary and middling products. Main Seam Products, (Air-dried Base) Calculated Fines generation and benef iciation, and plant ef f iciency excluded f rom this simulation Item Wash Moist Ash Vol F.C. S Gross C.V. Yield DAVF GAR NAR R.D. % % % % % MJ/k g % k cal/k g @ 8% TM k cal/k g @ 8% TM Raw Product Raw 4.7 23.9 27.7 43.2 1.85 22.62 100.0 38.9 5219 4977 Fines added back to Raw Product, Dilution/Contamination excluded. Products based on b/hole data for a Raw Product - Fines added back to product. Main Seam Products, (Air-dried Base) Calculated 498

124. Financial liabilities (GBP) – other liabilities at amortised cost 28 Feb 2017 Carrying amount and Fair Value Short-term borrowings* 1 329 539 * Management assessed that the fair values of short-term borrowings approximate their carrying amounts largely due to the short- term maturities of these instruments. 9. Related party transactions During the period under review BVL obtained an unsecured, interest-free loan from its parent company, Bushveld Minerals Limited, to enable it to pay the exclusivity fee cash payments of US$ 1,646,000 to Evraz Group S.A.. The loan has no fixed term of repayment. 10. Post Balance Sheet Events Investment in Strategic Minerals Corporation Following the announcement on 25 July 2016 of BVL’s execution of a Share Purchase Agreement (“SPA”) with Evraz Company S.A. for the conditional purchase of Evraz’s 78.8 per cent. economic interest in SMC, which owns the producing Vametco Alloys vanadium mine and plant in South Africa (the “Acquisition”), BVL completed the Acquisition on schedule on 6 April 2017. The total consideration was US$ 16 466 000 payable to Evraz Group S.A. and resulted in the ownership of 78.8 per cent. equity interest in SMC and its subsidiaries. As yet, the Directors have not yet finalised the accounting treatment of this acquisition under IFRS 3. The investment is in line with Bushveld’s stated strategy to develop a significant, vertically integrated vanadium platform and accelerate the path to production by several years. Deal structure BVL financed the US$16.466 million investment as follows: ● Exclusivity fee cash payments to Evraz of US$1.646 million ($500,000 on 30 March 2016, $500,000 on 13 May 2016 and $646,000 on 22 July 2016); ● Bridge loan facility of US$11.0 million from The Barak Fund SPC Limited received on 30 March 2017; ● A US$3.0 million facility from the Financing and Sales and Marketing Agreement with Wogen Resources Limited on 30 March 2017; and ● A cash contribution of US$820,000 from the Company and Yellow Dragon Holdings. On 15 June 2017, BVL announced it had fully settled the US$11.0 million Barak Fund SPC Limited bridge loan plus US$ 961,010 in fees and interest to complete payment of all outstanding obligations in terms of the bridge loan facility agreement. Change in ownership Subject to approval of the resolution to be proposed as resolution 1 at the general meeting of Bushveld Minerals Limited to be held on 20 December 2017, and in accordance with a conditional acquisition agreement dated 30 November 2017, Bushveld Minerals Limited will acquire 55 per cent. of the issued share capital of Bushveld Vametco (being all of the ordinary shares in Bushveld Vametco not currently owned by the Group) from Yellow Dragon Holdings Limited. Following the acquisition, Bushveld Minerals Limited will hold 100 per cent. of the issued share capital of Bushveld Vametco and, through Bushveld Vametco, will own a 78.8 per cent. economic interest in Strategic Minerals Corporation. Strategic Minerals Corporation, in turn holds 75 per cent. of Vametco Holdings, which has a 100 per cent. interest in the Vametco vanadium mine. 124

293. _____________________________________________________________________________________________________________________________ J2518: CPR and updated MRE for the Mokopane Fe-V-Ti Project Page: ii October 2017 1 EXECUTIVE SUMMARY 1.1 Purpose of Report For the purpose of re-admission to the Alternative Investment Market (“AIM”) of the London Stock Exchange, The MSA Group (“MSA”) was commissioned by Bushveld Minerals Limited (“BML”) to provide a consolidated Competent Person’s Report (“CPR”) incorporating all of the Mineral Resource Estimates (“MRE”) for BML’s Mokopane Fe-V-Ti project (the “Project”). The Project is located in the Northern Limb of the Bushveld Complex in the Limpopo Province of South Africa. This report includes the most recent results of BML’s exploration drill programme in 2014/2015 which investigated vanadiferous titano-magnetite (“VTM”) mineralisation approximately 100 m stratigraphically below the Main Magnetite Layer (“MML”). The report also incorporates the drilling results from 2013/2014, previously compiled by MSA in a CPR dated 30 April 2015, the results from the 2012/2013 drilling activities, reported by MSA in a CPR dated 12 April 2013, and the results from the 2010 to 2011 exploration campaign, which MSA reported in a CPR dated 25 November 2011. MRE updates were completed by MSA for BML since 2013 from diamond drilling campaigns for the MML and its hanging wall mineralisation, for the Ti-magnetite-rich N-Q Zone from the adjacent farms Schoonoord 786LR and Bellevue 808LR and for the Phosphate Zone immediately above the P-Q Zone. These Mineral Resources are reported in accordance with the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (the “JORC Code”), 2012 Edition. 1.2 Mineral Tenure Mineral tenure in South Africa is governed by the regulations of the Mineral & Petroleum Resources Development Act, 2002 (“MPRDA”). The following Prospecting Rights (“PR”) were granted in terms of Section 16 of the MPRDA and constitute the Project Area (Table 1-1):  95PR, covering the farms Vriesland 781LR, Vliegekraal 783LR, Vogelstruisfontein 765LR, Schoonoord 786LR and Bellevue 808LR, was granted for iron ore, vanadium, titanium and all minerals that may be found in intimate association with the latter, as well as nickel, copper, cobalt, chrome, platinum group metals and gold. Phosphate ore was added in February 2014  438PR, covering the farm Malokong 784LR, was granted for iron ore, titanium ore, copper ore, nickel, cobalt and platinum group metals The Prospecting Right for 95PR expired on 15 March 2015 and Pamish exercised the exclusive right in Section 19(1)(b) of the MPRDA and submitted on 13 March 2015 an application for a Mining Right in terms of Section 23 of the MPRDA with reference number LP30/5/1/2/2/10102MR. The Department of Mineral Resources (“DMR”) has acknowledged receipt of the Mining Right application which remains pending with the DMR. 293

327. _____________________________________________________________________________________________________________________________ J2518: CPR and updated MRE for the Mokopane Fe-V-Ti Project Page: 12 October 2017 5 ACCESSIBILITY, CLIMATE, LOCAL RESOURCES, INFRASTRUCTURE AND PHYSIOGRAPHY 5.1 Accessibility The Project Area lies approximately 45 km north-northwest of the town Mokopane in the magisterial districts of Mokopane and Mokerong 2 of the Limpopo Province, Republic of South Africa. Primary access is via a tarred road linking Mokopane and the village of Bakenberg and secondarily through a tarred road (main access to Malokong and Vogelstruisfontein farms) connecting with the N11 to Mokopane (Figure 4-3). This access is enhanced by a good network of secondary gravel roads and tracks that exist within the area. 5.2 Climate and Physiography The Project Area is at an elevation of about 1,000 m above sea level and has a semi-arid climate. Temperatures typically range between 15°C and 30°C in the warmer months (September to March) and between 5°C and 22°C in the cooler months (April to August). The area has a dry climate with a summer rainy season and a pronounced dry spell during winter. Average annual rainfall is 495 mm, with December and January being the wettest months and July the driest. 5.3 Physiography The general area is characterised by flat lying to gently sloping ground punctuated by a series of northerly trending hills in the east and the higher plateau of Bushveld granite and diabase- capped hills to the west. Drainage is from NNE to SSE via the seasonal Borobela River and its weak tributary network. The area is classified as vegetation zone SVcb 20, Makhado Sweet Bushveld (Mucina and Rutherford, 2006). The hill areas are bush covered and flat lying areas support a mixture of bush and cultivated fields. Soil cover varies from thin brown residual soils with bedrock outcrop in the east, thick (>5 m) residual and transported “black turf” soils along the broad valley of the Borobela River in the central portions and red residual soils in the west. Land use is dominated by traditional grazing with summer dryland subsistence agriculture and is generally in a degraded condition. 5.4 Local Resources and Infrastructure The Project Area is located approximately 260 km NNE of Johannesburg and is easily accessible through a tarred road network. The closest railway link is at Mokopane, which is on the line connecting Polokwane (65 km east of the Project Area) to Johannesburg and other major centres. Water resources include groundwater and a weak river network of which the seasonal Borobela River forms the major river within the Project Area. The Borobela River is occasionally in flood during November to February. The ground water table in the greater area is on average 20 m below surface (Schutte, 1980). 327

353. _____________________________________________________________________________________________________________________________ J2518: CPR and updated MRE for the Mokopane Fe-V-Ti Project Page: 38 October 2017 8 DEPOSIT TYPES AND MINERALISATION The Project is situated within the UZ of the Northern Limb of the Bushveld Complex (“BC”) and targets several vanadiferous Ti-magnetite (VTM) Layers and VTM-enriched footwall and hanging wall rocks. Exploration has focussed on the semi-massive to massive MML and the P, Q, N and O Layers. The latter are enclosed by gabbroic rocks which may contain considerable quantities of medium- to coarse-grained disseminated Ti-magnetite. The BC is the world’s largest and economically most important layered complex and is known for the remarkable geological and geochemical continuity of the magmatic stratigraphy and of individual units and layers which can frequently be traced for tens of kilometres along strike. In common with other layered intrusions such as the Great Dyke in Zimbabwe (Wilson, 1997), Molopo Farms Complex in Botswana (Reichhardt, 1994) and the Stillwater Complex in the USA (Irvine et al., 1983) the intrusive mafic to ultramafic magma has undergone a differentiation process which has resulted in the formation of magnesium-, chromium-, nickel- and precious metal-rich units in the lower part of the complex with iron-, titanium-, vanadium- and phosphorus-rich layers in the upper portion of the intrusion. Gentle tilting due to tectonic processes and subsequent erosion has caused the entire stratigraphic sequence to be exposed on surface in the form of shallow westerly dipping units and layers. The targeted MML occurs close to the base of the UZ and forms an 8 m to 10 m thick Ti- magnetite layer with high vanadium concentrations. The N, O, P and Q Ti-magnetite layers and associated Ti-magnetite-rich gabbroic rocks constitute the N-Q Zone which has an average true thickness of about 73 m. The N-Q Zone has notably lower vanadium but higher titanium concentrations compared to the MML and occurs stratigraphically near the top of the approximately 1,250 m thick Upper Zone. The gabbroic rocks immediately overlying the N-Q Zone contain variable amounts of disseminated apatite and the P 2 O 5 content of this approximately 40 m thick succession (the “Phosphate Zone”) has been the subject of a Mineral Resource estimate at a 3% P 2 O 5 cut-off. Known styles of mineralisation in the Northern Limb of the Bushveld Complex and in the Project Area are summarised below:  Vanadium-titanium-magnetite (VTM) mineralisation associated with the titaniferous and vanadiferous magnetite layers and Ti-magnetite-rich units of the Upper Zone which sub- outcrop in the licence area  Platinum group element, copper-nickel (PGE-Cu-Ni) mineralisation sporadically recorded in the Main Zone and lower part of Upper Zone rocks which sub-outcrop in the licence area  Platinum group element, copper-nickel (PGE-Cu-Ni) mineralisation occurring near the base of the Bushveld Complex, known as the Platreef. The Platreef would be expected to underlie the licence area at depths in excess of 1,000 m  Apatite mineralisation is associated with the strongly fractionated gabbroic rocks of Subzone C of the UZ. Phosphorus concentrations ranging between 3% and 7% P 2 O 5 have been documented for certain well mineralised units in Subzone C (Honour, 2014) 353

82. or losses are accounted for in Other Comprehensive Income. The defined benefit obligation is calculated annually by independent actuaries using the projected unit of credit method. iv. Provident fund contributions The SMC Group’s contributions to the defined contribution plan are charged to the statement of comprehensive income in the year to which they relate. Borrowing costs Borrowing costs directly attributable to the acquisition, construction or production of an asset that necessary takes a substantial period of time to get ready for its intended use or sale, are capitalised as part of the cost of the respective asset. All other borrowing costs are recognised as an expense when incurred. Borrowing costs consist of interest and other costs that an entity incurs in connection with the borrowing of funds. Restricted Investment The restricted investment cannot be utilised for any day-to-day operations, but is ring-fenced for use against potential future environmental rehabilitation liabilities. 4. Revenue 31 Dec 2016 31 Dec 2015 31 Dec 2014 £££ Revenue comprises the invoiced amount of Vanadium products supplied to customers, net of value added tax 38 460 284 32 665 554 33 166 964 –––––––––––––––––––––––––––––––––––––––– –––––––––––––––––––––––––––––––––––––––– There is no single customer who contributed more than 10 per cent. of revenue in the years ended 31 December 2014, 31 December 2015 and 31 December 2016. 5. Cost of sales Cost of sales includes direct material, energy and labour costs, plus indirect costs that can be directly attributed to generating revenue, such as depreciation of assets and movements in the value of finished goods and work in progress. 31 Dec 2016 31 Dec 2015 31 Dec 2014 £££ Materials 12 801 591 12 868 625 12 352 427 Staff costs 6 898 424 6 450 078 6 675 575 Energy and services 7 464 377 6 469 690 7 071 317 Depreciation 991 867 791 705 825 324 Idle plant costs (507 316) (622 921) (1 439 323) Movements in finished goods/work in process 1 909 476 (574 147) (3 422 158) Other 1 193 169 1 829 349 1 487 981 –––––––––––––––––––––––––––––––––––––––– Total cost of sales 30 751 588 27 212 379 23 551 143 –––––––––––––––––––––––––––––––––––––––– –––––––––––––––––––––––––––––––––––––––– Gross margin 20% 17% 29% 82

145. The Lock In Agreements also each also contains orderly market provisions (“ Orderly Market Arrangements ”) which apply for a further period of 12 months after expiry of the lock-in period (“ Orderly Market Period ”). During the Orderly Market Period the Director will only dispose of any interest in, Ordinary Shares with the prior written consent of SP Angel or the broker for the time being of the Company if it is not SP Angel (the “ Replacement Broker ”) and then through SP Angel or the Replacement Broker (as the case may be) in such manner as they may reasonably require so as to ensure an orderly market in the Ordinary Shares, provided that: (i) SP Angel or the Replacement Broker shall only charge reasonable commissions on an execution only basis and provide best execution; and (ii) if SP Angel or the Replacement Broker is unable to make the disposal within 5 business days of having been requested so to do, Director shall be entitled to effect the disposal through such other broker as he shall, in his absolute discretion, decide. The lock-in and orderly market provisions will not apply in the following circumstances (“ Exceptions ”): (i) in acceptance of a general offer made to shareholders of the Company to acquire all the issued Ordinary Shares (other than any Ordinary Shares which are already owned by the person making such offer and any other person acting in concert with him); (ii) pursuant to an intervening court order; or (iii) by the personal representatives after the death of the Locked In Person (ii) The Seller OMA dated 30 November 2017 and made between Company (1) SP Angel (2) and Yellow Dragon contains the same Orderly Market Arrangements as the Lock In Agreements, which shall apply in respect of all Ordinary Shares held by Yellow Dragon on Admission (including the Consideration Shares) for a period of 12 months following Admission. The Seller OMA is conditional upon Admission and is subject to the same Exceptions as contained in the Lock In Agreements. 9.10 AfriTin Convertible Loan Notes By way of a letter of subscription dated 2 October 2017 the Company subscribed for £720,000 convertible loan notes in AfriTin (“ AfriTin Notes ”). The instrument pursuant to which the AfriTin Notes were constituted provided that AfriTin Notes are non interest bearing and were to be automatically converted to new AfriTin Shares on AfriTin Admission at a price of £0.0273. On AfriTin Admission the AfriTin Notes were converted and the Company was issued with 26,373,626 new AfriTin Shares. 9.11 Warrant Deeds (i) By way of a warrant instrument dated 31 March 2017 the Company granted to Wogen Resources Limited (“ Wogen ”) 15 million warrants each to subscribe, at any time during the 3 years following the date of grant, for one Ordinary Share at an exercise price of 7 pence, all of which are outstanding. The warrant instrument includes adjustment provisions which were triggered by the Demerger such that the number of warrants was adjusted to 15,197,368 and the exercise price adjusted to 6.9 pence. The warrant instrument includes customary anti dilution protection. (ii) The Convertible Warrant Instrument, details of which are set out in paragraph 9.5 of this Part VIII. Following the Demerger the number of warrants was adjusted to 11,257,309 and the exercise price adjusted to 14.2 pence from 11,111,111 warrants at 14.4 pence. (iii) By way of a warrant deed dated 26 March 2014 the Company granted to Darwin Strategic Limited (“ Darwin ”) 3 million warrants each to subscribe, at any time in the 5 year period following the date of grant, for one Ordinary Share at an exercise price of 8 pence, all of which remain outstanding. Following the Demerger the warrants were adjusted such that the number of warrants is now 3,039,473 and the exercise price 7.9 pence. The warrant deed includes customary anti dilution protection. 145

162. J3727 Bushveld Minerals Ltd_Vametco CPR Update_RSA Page: vi Following the completion of the Acquisition, Bushveld Minerals Limited’s interest in Bushveld Vametco Limited will increase to 100 %, and accordingly its net attributable interest in Vametco Holdings will increase to 59.1 %. Accessibility, Physiography, Climate, Local Resources and Infrastructure From the capital city of Pretoria, the N4 national road runs to the west past Madibeng. The R511 provincial road splits off from the N4 and continues into Madibeng. A provincial road runs from the eastern side of Madibeng to the intersection where the Vametco road gives access to the mine. Another gravel road from the Madibeng/Lethlabile tar road also gives access to the mine. The mine can be accessed by a gravel road from the tar toad connecting Madibeng to Lethlabile or the road leading out of Mothutlung-Rankothea, which passes the southwestern corner of the Property. The topography of the operations is flat, at an altitude of 1,157 m amsl. A gentle decline exists, trending towards the Rosespruit River, from south to north with a gradient of 1:100. The Rosespruit River flows from east to west. The Swartkoppies hills are prominent to the south of the operations and reach elevation of 1,405 m amsl. A smaller range of hills to the north of the operations occur and reach an altitude of 1,234 m amsl. The area that the mine operates within is characterised by hot temperatures accompanied by summer rainfall, from mid-October to mid-February. Sunny weather is often followed by afternoon thunderstorms. Temperatures in summer may range between 25 – 35 degrees Celsius (“ Ü& ”). During WKHZLQWHUPRQWKV0D\WR-XO\PXFKFRROHUWHPSHUDWXUHVRFFXU UDQJLQJEHWZHHQWRÜ& during the day, and single digit temperatures in the early morning and evening. Recent rainfall data from the rainfall weather stations near the operating sites is available; however, rainfall is also recorded at the operating sites. The highest rainfall averages within a year are between October and March (approximately 91 %), while about 9 % of rainfall is recorded from April to September. Geological Setting Vanadium mineralisation occurs in vanadium-bearing titaniferous magnetite-rich layers that make up part of the Upper Zone of the Rustenburg Layered Suite of the Bushveld Complex. The magnetite-rich layers are concordant, continuous along strike and down-dip, although thickness variability occurs. The Bushveld Complex intruded Pretoria Group meta-sedimentary rocks of the Transvaal Supergroup approximately 2,060 million years ago. The layered sequence of mafic rocks, known as the Rustenburg Layered Suite, comprises five distinct zones. x Marginal Zone, x Lower Zone, x Critical Zone, x Main Zone, and 162

317. _____________________________________________________________________________________________________________________________ J2518: CPR and updated MRE for the Mokopane Fe-V-Ti Project Page: 2 October 2017 above the MML and the P-Q Zone respectively and their classification as Mineral Resources are subject to the co-extraction with the underlying semi-massive to massive VTM mineralisation. The report collates and documents general and project-specific data and information pertaining to BML’s mineral deposits, describes the quality and results of the work undertaken by BML to date, and makes recommendations to advance the Mokopane Project from its current level of a Pre-feasibility Study to a Definitive Feasibility Study. The metric system is used for all weight, height and distance measurements and monetary figures expressed in this report are in South African Rand (“ZAR”), unless stated otherwise. A glossary of technical terms and abbreviations is presented in Appendix 1. The consent forms for the authors and MSA are included as Appendix 2. 2.2 Principal Sources of Information Information and data for the two Prospecting Rights (“PR”) granted by South Africa’s Department of Mineral Resources (“DMR”), are derived from the following:  Records of historical exploration conducted by the Council for Geoscience (CGS),  Summary report prepared by consultant Peter Cheshire for Frontier Platinum Resources (Pty) Ltd (“Frontier”, wholly owned by BRL), and  Ongoing fieldwork over the permit area carried out by BML on behalf of the current PR holders, Pamish Investments No.39 (Pty) Ltd (“Pamish”) and Afro Multi Minerals (Pty) Ltd (“AMM”). A list of the principal sources of information is included in Section 19. MSA has endeavoured, by making all reasonable enquiries, to confirm the authenticity and completeness of the technical data upon which this CPR is based. A final draft of the report was provided to BML, along with a written request to identify any material errors or omissions prior to issuing the final report. The Mineral Resource estimates have been prepared on information available up to and including 15 October 2017. 2.3 Qualifications, Experience and Independence This report has been compiled by Dr Frieder Reichhardt, who is a professional geologist with over 25 years’ experience. He has been involved in the design, execution and management of exploration programmes and public reporting on various mineral deposit types and commodities and has the appropriate relevant qualifications, experience, competence and independence to be considered a “Competent Person” under the definitions provided in the 2012 Edition of the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (“JORC Code”). Dr Reichhardt is a Principal Consulting Geologist with MSA, a Member of the German Geological Society (“DGGV”), is registered with the South African Council for Natural Scientific Professions (“SACNASP”) and is a Fellow of the Geological Society of South Africa (“GSSA”). 317

339. _____________________________________________________________________________________________________________________________ J2518: CPR and updated MRE for the Mokopane Fe-V-Ti Project Page: 24 October 2017 Figure 7-6 Magnetic susceptibility and density in BV-1 for Main Ti-Magnetite Group (after Ashwal et al ., 2005) Note: Main Ti-Magnetite Group comprises MAG1, MAG2, MAG3 and MAG4 (MAG3 and MAG4 form the MML) Magnetic susceptibility measurements were collected every 2 cm on the Bellevue BV-1 drill core. Density measurements were made at depth intervals of 1.7 m using core lengths of about 15 cm. Black: Ti-magnetite-rich layers; Dark grey: Ti-magnetite gabbro and gabbronorite; Light grey: Ti-magnetite leuconorite and leucogabbro; Yellow: Anorthosite 7.3.4 Structure The Northern Limb of the Bushveld Complex outcrops over an area approximately 120 km long and up to 15 km wide (Figure 7-2). The Lower and Critical Zones are only exposed at the southern portion of the Northern Limb while the volumetrically more substantial Main and Upper Zones occur along the entire length of the Limb which transgresses along its eastern flank from sediments of the Proterozoic Transvaal Supergroup in the south to Archaean granitic basement rocks in the north (Van der Merwe, 1978; Cawthorn et al ., 1986). The VTM layers are conformable with the pseudo-stratification (magmatic layering) of the predominantly gabbroic rocks of the Main and Upper Zones and are postulated to extend down dip for several kilometres. The apparent dip of the strata ranges from 15° to 25° W, which corresponds well with the mean dip of 17.5° W reported from hole BV-1 drilled in 1991 on the farm Bellevue (Ashwal et al ., 2005). 7.3.4.1 Faulting Fault zones rarely outcrop but displacement of strata can be interpreted from aeromagnetic data (Figure 7-7) supported directly in some cases with evidence of displaced geological units encountered during mapping (Cheshire, 2011). Fault zones are often intruded by Late-Bushveld red granitic dykes, providing supporting field evidence for the occurrence and position of faults. 339

499. Competent Person’s Report – Imaloto Coalfield – Bushveld Minerals Limited – 23 Oct 2017 18 Table 9: Cumulative Wash Table for the Main Seam. Potential Top Seam Products Summarised below in Tables 10, 11 and 12 are listed the potential products that can be expected from beneficiation of the Top Seam. The influence of fines and the organic efficiency of the plant were not modelled in this simulation. If the Top Seam is considered as a potential raw product, the qualities as listed in Table 10 below may be expected. Table 10: Potential Raw Product for the Top Seam with Fines Added Back. A single stage process which involves washing at a density of 1.500 ton/m 3 will generate a primary product with an Ash % of 18.7 and a Calorific Value of 5 475 kcal/kg (NAR). The discard will have an Ash content of 45.0 % and a Calorific Value of 3 192 kcal/kg (NAR). The yields would be 56.0 % and 44.0 % respectively. Table 11: Potential Products for the Top Seam with a Single Stage Wash. From a double stage process in which the 1st stage involves de-stoning at a density of 1.900 ton/m 3 , followed by a second stage that involves a wash of the de-stoned product at a density of 1.500 ton/m 3 , one will be able to generate a primary product with an Ash % of 18.7 and a Calorific Value of 5 475 kcal/kg (NAR). The middling product will have an Ash content of 36.7 % and a Calorific Value of 3 959 kcal/kg (NAR). The discard qualities of this process are listed on the bottom line in Table 12. Sam ple Wash Moisture Ash Volatile F.C. Sulphur Gross C.V. Yield DAVF GAR NAR M as s R.D. % % % % % M J/k g % k cal/k g @ 8% TM k cal/k g @ 8% TM 80401 F1.35 5.1 12.2 34.2 48.5 0.98 27.27 17.7 41.4 6310 6070 132987 F1.40 5.0 13.9 32.9 48.2 0.95 26.64 38.0 40.6 6164 5924 191942 F1.50 5.1 16.5 30.7 47.8 0.92 25.62 67.4 39.1 5930 5689 92073 F1.60 5.0 18.4 29.6 47.0 0.95 24.89 81.5 38.6 5759 5518 40557 F1.70 5.0 19.6 29.0 46.4 0.99 24.43 87.7 38.5 5650 5409 21871 F1.80 4.9 20.5 28.7 45.9 1.03 24.11 91.1 38.5 5572 5331 12977 F1.90 4.9 21.1 28.5 45.5 1.07 23.87 93.0 38.5 5516 5275 45410 S1.90 4.7 23.9 27.9 43.4 1.87 22.78 100.0 39.1 5254 5013 31442 -0.5 Raw 4.8 23.8 23.7 37.8 1.48 19.38 33.2 4474 4231 684628 Raw 4.7 23.9 27.7 43.2 1.85 22.62 38.9 5219 4977 Comb ined results from one-hundred-and-forty-one samples out of one-hundred-and-fourteen b oreholes. M ain Se am - Cum ulative Re s ults (Air-drie d Bas e ) as @ 17 M ar 2013 Calculate d Item Wash Moist Ash Vol F.C. S Gross C.V. Yield DAVF GAR NAR R.D. % % % % % MJ/k g % k cal/k g @ 8% TM k cal/k g @ 8% TM Raw Product Raw 4.7 30.2 27.8 36.9 2.14 20.27 100.0 42.8 4675 4432 Top Seam Products, (Air-dried Base) Calculated Fines added back to Raw Product, Dilution/Contamination excluded. Products based on b/hole data for a Raw Product - Fines added back to product. Item Wash Moist Ash Vol F.C. S Gross C.V. Yield DAVF GAR NAR R.D. % % % % % MJ/k g % k cal/k g @ 8% TM k cal/k g @ 8% TM Prim ary 1.5 5.3 18.7 32.1 43.9 1.01 24.64 56.0 42.3 5716 5475 Dis card >1.5 4.0 45.0 22.7 28.3 3.64 15.01 44.0 44.5 3436 3192 Products based on b/hole data for a single stage w ash - Wash @ RD 1.500 for a primary product and discard. Top Seam Products, (Air-dried Base) Calculated Fines generation and benef iciation, and plant ef f iciency excluded f rom this simulation 499

509. Competent Person’s Report – Imaloto Coalfield – Bushveld Minerals Limited – 23 Oct 2017 28 For Block 1 the Main Seam will produce a 5635 kcal/kg (NAR) product with values of 17.6 %, 0.98 % and 30.3 % for Ash, Total Sulphur and Volatile content respectively. This product will have a theoretical yield of 72.1 %. Table 21: Cumulative Wash Table for the Main Seam – Block 2. For Block 2 the Main Seam will produce a 5714 kcal/kg (NAR) product with values of 16.4 %, 0.93 % and 30.2 % for Ash, Total Sulphur and Volatile content respectively. This product will have a theoretical yield of 60.1 %. Table 22: Cumulative Wash Table for the Main Seam – Block 3. For Block 3 the Main Seam will produce a 5600 kcal/kg (NAR) product with values of 18.0 %, 1.10 % and 28.5 % for Ash, Total Sulphur and Volatile content respectively. This product will have a theoretical yield of 81.5 %. Sam ple Wash Moisture Ash Volatile F.C. Sulphur Gross C.V. Yield DAVF GAR NAR M as s R.D. % % % % % M J/k g % k cal/k g @ 8% T M k cal/k g @ 8% T M 16064 F1.35 5.7 12.1 33.6 48.5 1.01 27.12 21.4 40.9 6321 6080 27060 F1.40 5.8 13.7 32.4 48.0 0.93 26.53 41.1 40.3 6189 5948 27009 F1.50 5.8 16.4 30.2 47.6 0.93 25.54 60.1 38.8 5956 5714 20529 F1.60 5.8 18.7 28.2 47.3 0.91 24.59 75.2 37.4 5737 5495 12026 F1.70 5.7 20.6 27.2 46.6 0.88 23.77 83.9 36.8 5538 5296 5642 F1.80 5.7 22.2 26.3 45.8 0.92 23.22 87.8 36.5 5411 5169 2063 F1.90 5.3 24.4 26.1 44.2 0.97 22.79 90.6 37.2 5289 5047 12090 S1.90 5.2 27.4 25.5 41.9 1.97 21.06 100.0 37.8 4883 4640 6964 < 0.5 5.3 26.5 25.1 43.2 1.73 21.09 36.8 4890 4648 129447 Raw 5.2 27.3 25.5 42.0 1.96 21.06 37.7 4883 4641 Combined results from twenty-eight samples out of twenty-six boreholes M ain Se am - Block 2 - Cum ulative Re s ults (Air-drie d Bas e ) as @ 17 M ar 2013 Calculate d Sam ple Wash Moisture Ash Volatile F.C. Sulphur Gross C.V. Yield DAVF GAR NAR M as s R.D. % % % % % M J/k g % k cal/k g @ 8% T M k cal/k g @ 8% T M 27656 F1.35 5.3 11.6 33.5 49.6 1.12 27.40 22.5 40.3 6357 6117 47276 F1.40 5.3 13.3 32.2 49.3 1.01 26.86 42.4 39.5 6229 5989 56457 F1.50 5.3 15.6 29.7 49.4 1.05 25.98 68.5 37.5 6027 5786 31714 F1.60 5.2 18.0 28.5 48.3 1.10 25.19 81.5 37.1 5841 5600 14030 F1.70 5.3 18.8 28.2 47.8 1.17 24.74 86.0 37.1 5737 5496 7438 F1.80 5.2 20.1 27.6 47.0 1.30 24.08 89.1 37.0 5582 5341 1696 F1.90 5.3 19.5 28.0 47.1 1.15 24.52 93.9 37.3 5689 5448 15416 S1.90 4.9 24.0 26.8 44.3 2.15 22.64 100.0 37.7 5231 4990 9820 < 0.5 4.9 23.6 26.9 44.6 1.81 22.69 37.6 5246 5004 211503 Raw 4.9 24.0 26.8 44.3 2.13 22.64 37.7 5232 4991 Combined results from thirty-six samples out of twenty-seven boreholes M ain Se am - Block 3 - Cum ulative Re s ults (Air-drie d Bas e ) as @ 17 M arch 2013 Calculate d 509

512. Competent Person’s Report – Imaloto Coalfield – Bushveld Minerals Limited – 23 Oct 2017 31 Table 29: Cumulative Wash Table for the Top Seam – Block 4. Table 30: Cumulative Wash Table for the Top Seam – Block 4A. Table 31: Cumulative Wash Table for the Top Seam – Block 5. Sam ple Wash Moisture Ash Volatile F.C. Sulphur Gross C.V. Yield DAVF GAR NAR MassR .D .%%%%%MJ/kg% k cal/k g @ 8% T M k cal/k g @ 8% T M 7947 F1.35 5.3 10.8 35.3 48.6 1.14 27.63 16.1 42.1 6412 6172 8591 F1.40 5.2 13.8 33.9 47.1 1.08 26.47 29.0 41.9 6133 5893 16786 F1.50 5.1 18.5 31.9 44.5 1.13 24.77 51.8 41.8 5734 5493 13657 F1.60 5.0 22.1 30.2 42.8 1.20 23.53 70.3 41.3 5439 5198 5059 F1.70 4.9 23.3 29.7 42.1 1.28 23.05 72.9 41.4 5327 5086 2590 F1.80 4.9 24.6 29.2 41.3 1.30 22.59 76.7 41.4 5220 4979 1650 F1.90 4.7 26.2 28.4 40.7 0.93 22.37 81.7 41.1 5159 4917 14564 S1.90 4.6 39.1 24.5 31.9 2.04 17.13 100.0 43.4 3945 3702 3394 < 0.5 4.4 36.2 25.1 34.3 1.70 19.18 42.3 4412 4169 74238 Raw 4.6 38.9 24.5 32.0 2.02 17.24 43.3 3970 3727 Combined results from twenty-four samples out of twenty-four boreholes Top Se am Block 4 - Cum ulative Re s ults (Air-drie d Bas e ) as @ 17 M ar 2013 Calculate d Sam ple Wash Moisture Ash Volatile F.C. Sulphur Gross C.V. Yield DAVF GAR NAR MassR .D .%%%%%MJ/kg% k cal/k g @ 8% T M k cal/k g @ 8% T M 5014 F1.35 4.9 11.3 35.3 48.5 1.01 27.35 19.1 42.1 6320 6080 5657 F1.40 4.8 14.1 34.5 46.6 0.99 26.41 31.4 42.5 6096 5856 11378 F1.50 4.7 19.0 32.3 44.0 1.00 24.73 59.7 42.3 5701 5460 7657 F1.60 4.7 22.5 30.6 42.1 1.10 23.53 75.8 42.1 5424 5184 2897 F1.70 4.5 24.3 30.1 41.1 1.17 22.90 78.7 42.2 5269 5028 1269 F1.80 4.4 25.5 29.8 40.4 1.24 22.49 82.7 42.4 5165 4924 924 F1.90 4.4 25.5 29.7 40.5 1.14 22.67 88.5 42.3 5209 4968 6851 S1.90 4.5 43.7 22.8 29.1 1.97 15.63 100.0 43.9 3595 3351 2210 < 0.5 4.0 34.4 25.6 36.0 1.41 18.72 41.6 4288 4045 43857 Raw 4.5 43.2 22.9 29.5 1.94 15.79 43.8 3632 3389 Combined results from thirteen samples out of thirteen boreholes Top Se am - Block 4A - Cum ulative Re s ults (Air-drie d Bas e ) as @ 17 M ar 2013 Calculate d Sam ple Wash Moisture Ash Volatile F.C. Sulphur Gross C.V. Yield DAVF GAR NAR MassR .D .%%%%%MJ/kg% k cal/k g @ 8% T M k cal/k g @ 8% T M 3981 F1.35 5.3 10.5 35.5 48.8 0.99 27.86 14.4 42.1 6464 6224 4514 F1.40 5.1 13.4 34.3 47.1 0.90 26.76 26.7 42.1 6196 5956 7901 F1.50 4.9 18.6 32.2 44.3 1.01 25.07 48.0 42.1 5792 5551 6070 F1.60 4.9 21.9 30.9 42.3 0.99 23.87 63.4 42.2 5518 5277 3289 F1.70 4.9 23.9 30.1 41.2 1.07 23.10 71.6 42.2 5336 5095 1760 F1.80 4.8 25.3 29.5 40.4 0.94 22.60 76.3 42.2 5218 4976 1216 F1.90 4.6 27.3 28.9 39.2 0.84 22.28 77.1 42.4 5132 4891 7907 S1.90 4.3 35.3 26.9 33.4 1.72 18.85 100.0 44.6 4330 4087 2005 < 0.5 4.1 35.8 26.2 33.9 1.37 20.56 43.6 4711 4469 38643 Raw 4.3 35.3 26.9 33.4 1.70 18.94 44.6 4350 4107 Combined results from eleven samples out of eleven boreholes Top Se am - Block 5- Cum ulative Re s ults (Air-drie d Bas e ) as @ 17 M ar 2013 Calculate d 512

513. Competent Person’s Report – Imaloto Coalfield – Bushveld Minerals Limited – 23 Oct 2017 32 Table 32: Cumulative Wash Table for the Upper Seam – Block 2. Table 33: Cumulative Wash Table for the Upper Seam – Block 3. Table 34: Cumulative Wash Table for the Upper Seam – Block 3A. Sam ple Wash Moisture Ash Volatile F.C. Sulphur Gross C.V. Yield DAVF GAR NAR M as s R.D. % % % % % M J/k g % k cal/k g @ 8% T M k cal/k g @ 8% T M 3566 F1.35 5.7 14.6 33.5 46.2 1.39 25.93 8.6 42.0 6042 5800 10742 F1.40 5.8 17.5 32.9 43.7 1.24 24.92 22.1 43.0 5814 5572 24499 F1.50 5.7 21.4 31.8 41.1 1.33 23.64 52.5 43.6 5507 5265 10633 F1.60 5.6 23.4 30.7 40.3 1.40 22.90 62.8 43.3 5331 5089 5530 F1.70 5.4 25.3 30.0 39.4 1.48 22.24 68.4 43.3 5165 4923 3423 F1.80 5.2 26.8 28.8 39.2 1.52 21.55 72.9 42.3 4995 4753 1600 F1.90 5.4 26.8 29.4 38.4 1.51 21.90 78.3 43.3 5085 4843 22235 S1.90 4.3 44.5 22.6 28.6 1.80 15.07 100.0 44.2 3461 3217 5100 < 0.5 4.7 39.0 24.4 31.9 1.77 16.67 43.3 3843 3600 87328 Raw 4.3 44.1 22.7 28.8 1.80 15.17 44.1 3483 3239 Combined results from twenty-three samples out of twenty-three boreholes Uppe r Se am - Block 2 - Cum ulative Re s ults (Air-drie d Bas e ) as @ 17 M ar 2013 Calculate d Sam ple Wash Moisture Ash Volatile F.C. Sulphur Gross C.V. Yield DAVF GAR NAR M as s R.D. % % % % % M J/k g % k cal/k g @ 8% T M k cal/k g @ 8% T M 4799 F1.35 5.4 12.5 32.9 49.3 1.29 26.80 11.5 40.0 6223 5982 13809 F1.40 5.5 16.4 32.6 45.5 1.18 25.35 25.6 41.7 5894 5653 23732 F1.50 5.3 20.6 31.0 43.1 1.30 23.89 55.5 41.9 5545 5304 10173 F1.60 5.2 22.2 30.2 42.4 1.41 23.33 64.5 41.6 5407 5165 4705 F1.70 5.0 23.4 29.8 41.8 1.39 22.90 68.9 41.6 5295 5054 2849 F1.80 4.9 24.6 29.1 41.5 1.41 22.39 73.1 41.2 5171 4929 1054 F1.90 5.5 25.4 29.4 39.7 1.39 22.31 77.7 42.6 5187 4944 24614 S1.90 4.0 44.4 22.7 28.9 1.85 14.99 100.0 44.0 3432 3188 5393 < 0.5 4.4 41.0 22.8 31.8 1.64 16.16 41.7 3715 3472 91128 Raw 4.1 44.2 22.7 29.0 1.83 15.05 43.8 3448 3204 Combined results from twenty-six samples out of twenty-four boreholes Uppe r Se am - Block 3 - Cum ulative Re s ults (Air-drie d Bas e ) as @ 17 M ar 2013 Calculate d Sam ple Wash Moisture Ash Volatile F.C. Sulphur Gross C.V. Yield DAVF GAR NAR M as s R.D. % % % % % M J/k g % k cal/k g @ 8% T M k cal/k g @ 8% T M 1805 F1.35 4.5 11.8 32.2 51.5 1.23 27.16 14.5 38.4 6249 6010 2892 F1.40 4.9 15.1 33.3 46.7 1.26 26.16 24.4 41.7 6042 5802 6241 F1.50 4.8 19.7 30.7 44.8 1.34 24.52 54.6 40.6 5657 5416 2329 F1.60 4.5 21.8 29.5 44.2 1.51 23.64 65.8 40.0 5440 5199 981 F1.70 4.4 22.8 29.2 43.6 1.53 23.28 68.4 40.1 5351 5110 673 F1.80 4.3 24.0 29.0 42.7 1.58 22.84 71.6 40.5 5246 5005 447 F1.90 4.7 25.1 30.4 39.8 1.32 22.83 70.9 43.4 5265 5024 6496 S1.90 3.8 42.1 24.0 30.1 1.66 15.77 100.0 44.4 3604 3360 1750 < 0.5 3.8 36.3 23.6 36.4 1.52 18.20 39.3 4156 3913 23614 Raw 3.8 41.7 24.0 30.4 1.65 15.91 44.1 3635 3391 Combined results from seven samples out of six boreholes Uppe r Se am - Block 3A - Cum ulative Re s ults (Air-drie d Bas e ) as @ 17 M ar 2013 Calculate d 513

511. Competent Person’s Report – Imaloto Coalfield – Bushveld Minerals Limited – 23 Oct 2017 30 For Block 4A the Main Seam will produce a 5621 kcal/kg (NAR) product with values of 17.8 %, 0.95 % and 32.0 % for Ash, Total Sulphur and Volatile content respectively. This product will have a theoretical yield of 64.1 %. Table 26: Cumulative Wash Table for the Top Seam – Block 2. Table 27: Cumulative Wash Table for the Top Seam – Block 3. Table 28: Cumulative Wash Table for the Top Seam – Block 3A. Sam ple Wash Moisture Ash Volatile F.C. Sulphur Gross C.V. Yield DAVF GAR NAR MassR .D .%%%%%MJ/kg% k cal/k g @ 8% T M k cal/k g @ 8% T M 6245 F1.35 5.9 12.4 34.8 47.7 0.98 26.76 19.1 42.6 6251 6009 8458 F1.40 6.0 14.4 34.0 47.8 0.95 26.13 33.2 42.7 6105 5863 13784 F1.50 5.7 19.5 31.8 44.5 1.02 24.39 59.8 42.5 5685 5443 9639 F1.60 5.6 22.9 30.3 41.4 1.10 23.26 77.1 42.4 5417 5175 2983 F1.70 5.3 24.4 30.1 40.5 1.17 22.62 80.6 42.8 5249 5007 1243 F1.80 5.5 24.6 29.7 40.0 1.24 22.59 85.7 42.4 5250 5008 1089 F1.90 5.3 24.9 30.0 42.7 1.28 22.77 88.2 43.0 5285 5043 7237 S1.90 4.9 32.3 27.1 35.5 2.13 19.53 100.0 43.1 4513 4271 3067 < 0.5 5.1 30.8 27.3 37.1 2.05 17.57 42.5 4067 3823 53745 Raw 4.9 32.2 27.1 62.8 2.13 19.41 43.1 4488 4245 Combined results from twenty-one samples out of twenty-one boreholes Top Se am - Block 2 - Cum ulative Re s ults (Air-drie d Bas e ) as @ 17 M ar 2013 Calculate d Sam ple Wash Moisture Ash Volatile F.C. Sulphur Gross C.V. Yield DAVF GAR NAR MassR .D .%%%%%MJ/kg% k cal/k g @ 8% T M k cal/k g @ 8% T M 7102 F1.35 5.8 11.5 35.0 47.6 1.26 27.21 20.1 42.4 6348 6107 7672 F1.40 5.7 14.4 33.9 45.9 1.21 26.25 30.3 42.5 6119 5877 13002 F1.50 5.5 19.1 31.8 43.6 1.32 24.64 54.0 42.2 5730 5489 11139 F1.60 5.3 23.1 30.2 41.4 1.42 23.29 71.6 42.2 5401 5160 3947 F1.70 5.2 23.7 29.8 41.3 1.52 22.89 75.9 41.9 5304 5063 1403 F1.80 5.3 24.5 29.4 40.8 1.59 22.52 79.3 41.9 5224 4982 885 F1.90 5.6 25.6 29.4 39.4 1.44 22.43 88.6 42.7 5218 4975 11619 S1.90 4.9 40.4 23.7 31.0 2.33 16.40 100.0 43.3 3790 3546 3430 < 0.5 5.6 36.8 24.9 32.6 2.07 16.13 43.3 3757 3512 60199 Raw 4.9 40.2 23.8 31.1 2.32 16.39 43.3 3788 3544 Combined results from twenty-four samples out of twenty-four boreholes Top Se am - Block 3 - Cum ulative Re s ults (Air-drie d Bas e ) as @ 17 M ar 2013 Calculate d Sam ple Wash Moisture Ash Volatile F.C. Sulphur Gross C.V. Yield DAVF GAR NAR MassR .D .%%%%%MJ/kg% k cal/k g @ 8% T M k cal/k g @ 8% T M 1830 F1.35 5.5 10.2 36.5 47.8 1.54 27.93 20.9 43.3 6495 6254 1635 F1.40 5.5 12.4 35.3 46.9 1.37 27.11 32.9 42.9 6304 6063 3759 F1.50 5.2 18.0 32.6 44.1 1.36 25.11 59.1 42.5 5823 5582 3006 F1.60 5.1 21.7 30.9 42.2 1.50 23.66 79.1 42.3 5480 5239 853 F1.70 5.2 23.0 30.3 41.6 1.51 23.20 85.5 42.2 5374 5133 366 F1.80 5.0 23.6 30.1 41.3 1.72 22.90 85.9 42.2 5297 5056 294 F1.90 5.1 24.6 30.0 40.3 1.34 22.61 91.7 42.7 5236 4995 1604 S1.90 4.5 31.4 27.3 36.7 3.33 19.67 100.0 42.7 4527 4285 880 < 0.5 4.6 33.0 25.8 36.7 2.00 19.43 41.2 4474 4231 14227 Raw 4.5 31.5 27.3 36.7 3.26 19.66 42.6 4524 4282 Combined results from five samples out of five boreholes Top Se am - Block 3A - Cum ulative Re s ults (Air-drie d Bas e ) as @ 17 M ar 2013 Calculate d 511

324. _____________________________________________________________________________________________________________________________ J2518: CPR and updated MRE for the Mokopane Fe-V-Ti Project Page: 9 October 2017 4.4 Mineral Resource The Mineral Resource is vanadiferous Ti-magnetite (“VTM”) which occurs as multiple massive to semi-massive layers and in disseminated form in the gabbroic rocks of the Upper Zone of the Northern Limb of the Bushveld Complex. Phosphate mineralisation in the form of disseminated apatite occurs above the P-Q Zone and prospects for an economic extraction are dependent on its co-extraction with the Ti-magnetite mineralisation of the P-Q Zone. No historical Mineral Resource estimates, other than those previously conducted by MSA, or mining of the mineralisation underlying the Project Area had been conducted. 4.5 Issuer’s Interest The holding structure of the Mokopane Project, as of the effective date of this report, is shown in Figure 4-4. Figure 4-4 Corporate Structure in the Mokopane Project (BML, 2017) Lemur Resources Limited has conditionally acquired Sable Platinum Mining Limited's shares in three companies: (i) Great 1 Line Invest (Pty) Ltd, (ii) Gemsbok Magnetite (Pty) Ltd and (iii) Caber Trade & Invest 1 (Pty), the transaction being conditional on receipt of Section 11 approval . Application for Section 11 approvals have been made in the name of Bushveld Resources Limited. Strategic Minerals Corporation is to sell 1% of its shareholding in Vametco Holdings to BVI 1973 in due course. Vametco Holdings has all ordinary voting shares in the Vametco Alloys. Strategic Minerals Corporation holds all preference shar es in Vametco Alloys. Pamish Investments #39 (Pty) Ltd = 36% held by Izingwe Capital (Pty) Ltd Amaraka Investments No. 85 Limited = 31.5% held by Afro Multi Minerals (Pty) Limited Vametco Holdings (Pty) Limited = 25% held by Business Venture Partners No. 973 (Pty) Ltd and 10% held by Business Ventures Part ners No. 1833 (Pty) Ltd Bushveld Energy Limited = 16% held by Mikhail Nikomarov Coal Mining Madagascar ASRL = 1% held by David Rasoamahenina Imaloto Power Project Limited = 1% held by Dale Hanna 4.6 Royalties MSA is not aware of any existing or future royalty agreements pertaining to the Mokopane Project, in addition to those due to the state. 324

453. ______________________________________________________________________________________________________________________________ J2518: CPR and updated MRE for the Mokopane Fe-V-Ti Project Page: 138 October 2017 16 OTHER RELEVANT DATA AND INFORMATION The regional NE-SW-trending dyke and fault zone crossing the farms Malokong and Vogelstruisfontein are responsible for significant structural disturbances, which according to BML, were found to compromise the northerly continuity of the VTM mineralisation. A decision was taken by BML that the mineralisation to the north of the fault zone on the farms Malokong and Vogelstruisfontein would not be investigated further during the current exploration phase. According to information provided by BML, seven holes were drilled and completed in 2010/11 on Vogelstruisfontein and one drillhole on Malokong. MSA has not been provided with the location nor geological and structural information with respect to the latter drillholes as they are still of a reconnaissance nature. A Pre-Feasibility Study (“PFS”) was completed on the Mokopane Project in January 2016. The PFS focused on developing the Project through mining of the Main Magnetite Layer using an open pit mining method, crushing and milling the ore on site, concentrating Ti-magnetite using magnetic separation and beneficiating this concentrate in a salt roast plant to produce vanadium pentoxide (V 2 O 5 ) flakes. An Ore Reserve was estimated and reported according to the guidelines of the JORC Code (2012) using modifying factors applied to the MML Mineral Resource. A total of 28.5 Mt of MML mineralisation was estimated as mineable, to be depleted at a rate of 952,000 tonnes per annum over a period of 30 years. Probable Ore Reserves were estimated as shown in Table 16-1. Table 16-1 Probable Ore Reserves for Mokopane Project Orebody True Thickness (m) SG (t/m 3 ) Tonnes (million) V 2 O 5 (%) MML Upper (MAG3) 4.09 4.08 15,342 1.43 MML Lower (MAG4) 3.59 4.00 13,154 1.39 Total / Average* 7.68 4.04* 28,496 1.41* * denotes average The financial evaluation of the project gave a Pre-Tax NPV of US$ 418.04 million and a Pre-Tax IRR of 24.80%. However, some of the economic parameters such as the ZAR/US$ exchange rate and the vanadium price have changed significantly since the PFS was published, and as the results of the PFS are almost two years out of date, the NPV, IRR and Ore Reserves should be recalculated using updated techno-economic parameters. 453

454. ______________________________________________________________________________________________________________________________ J2518: CPR and updated MRE for the Mokopane Fe-V-Ti Project Page: 139 October 2017 17 INTERPRETATION AND CONCLUSIONS 17.1 General The drilling, core sampling and assay programme conducted by BML has been critically reviewed and no material issues which could impact on the various Mineral Resource estimates have been identified. The interpretation from the aeromagnetic survey correlates reasonably well with the modelled sub-crop position of the Ti-magnetite layers. These show continuity along strike, with some off- sets due to possible faulting. Good lateral and downhole continuity of the Ti-magnetite and Phosphorus mineralisation has been observed and sampling intervals can be increased in future drillhole sampling programmes to one metre or more. Core recoveries in the mineralised intersections were generally above 90%. 17.2 P-Q Zone In addition to the 19 holes intersecting the P-Q Zone well below the weathering profile, a further 33 shallow holes were drilled on the farm Vliegekraal 783LR, to define the spatial distribution of the weathered and unweathered Ti-magnetite mineralisation. The drillholes increased the confidence and continuity of the outcrop of the P-Q Zone and were utilised for a Mineral Resource estimate which was split into a northern and southern sector due to the presence of a topographic feature. Westerly dips of 18 ° to 22 ° and an average true width of 55 m have been calculated for the P-Q Zone. The P-Q Zone forms the upper portion of the stratigraphically wider N-Q Zone which has been subdivided on textural and mineralogical criteria into 10 layers. These differ considerably in their abundance of Ti-magnetite from massive to semi-massive, to layers with disseminated mineralisation ranging from less than 5% to more than 30%. The extension of the P-Q Zone to include the stratigraphically lower Ti-magnetite layers N and O has only marginally added to the Mineral Resource base due to the generally low VTM concentrations in this approximately 17 m thick interval. It was therefore agreed with BML to limit the current Mineral Resource to the P-Q Zone only. The northernmost part of the P-Q Zone is truncated by a north-east trending, sub-vertical dolerite dyke near drillhole MAL02 on the farm Malokong which reduces the size of the Mineral Resource slightly at depth on this farm. The P-Q Zone is categorised as an Indicated Mineral Resource down to a vertical depth of 200 m, including the weathered portion. From depths of 200 m to 400 m, the P-Q Zone is classified as an Inferred Mineral Resource. 17.3 Phosphate Zone Phosphorus concentrations, hosted exclusively by apatite, generally increase gradually over several metres in the immediate hanging wall succession of the P-Q Zone and form an 454

514. Competent Person’s Report – Imaloto Coalfield – Bushveld Minerals Limited – 23 Oct 2017 33 Table 35: Cumulative Wash Table for the Upper Seam – Block 4. Table 36: Cumulative Wash Table for the Upper Seam – Block 4A. Table 37: Cumulative Wash Table for the Upper Seam – Block 5. Resource Reconciliation The first resource estimate for this project was prepared by MSA in a report dated Dec 2010. The resource was classified as inferred with the tonnages as shown in Table 38 below. Subsequent to the completion of the 2 nd and 3 rd phases of the drilling programme, Sumsare Consulting (SC) produced a resource report (Jan 2013), with the tonnages also shown in Table 38 below. Sam ple Wash Moisture Ash Volatile F.C. Sulphur Gross C.V. Yield DAVF GAR NAR M as s R.D. % % % % % M J/k g % k cal/k g @ 8% T M k cal/k g @ 8% T M 16699 F1.35 5.3 12.5 33.9 48.3 1.25 26.90 11.8 41.2 6239 5999 47410 F1.40 5.2 15.9 33.3 45.6 1.12 25.68 25.2 42.3 5952 5711 90377 F1.50 5.1 20.1 31.8 42.9 1.16 24.22 53.3 42.6 5609 5368 41607 F1.60 5.0 22.1 31.0 41.9 1.24 23.47 63.5 42.5 5428 5187 21485 F1.70 4.9 23.9 30.1 41.1 1.24 22.86 69.9 42.3 5280 5039 14054 F1.80 4.7 25.8 29.4 40.2 1.25 22.24 74.2 42.2 5127 4885 8294 F1.90 4.8 27.1 29.2 39.0 1.12 21.91 79.1 42.8 5056 4815 76277 S1.90 4.1 40.6 24.2 31.0 1.82 16.56 100.0 43.8 3797 3554 19040 < 0.5 4.5 39.1 23.9 32.4 1.48 16.97 42.5 3905 3662 335243 Raw 4.2 40.6 24.2 31.1 1.80 16.59 43.7 3803 3560 Combined results from twenty-five samples out of twenty-four boreholes Uppe r Se am - Block 4 - Cum ulative Re s ults (Air-drie d Bas e ) as @ 17 M ar 2013 Calculate d Sam ple Wash Moisture Ash Volatile F.C. Sulphur Gross C.V. Yield DAVF GAR NAR M as s R.D. % % % % % M J/k g % k cal/k g @ 8% T M k cal/k g @ 8% T M 3426 F1.35 4.7 13.3 34.1 47.9 1.27 26.71 11.7 41.6 6157 5917 7789 F1.40 4.7 15.5 33.4 46.4 1.10 25.83 24.8 41.8 5956 5716 14662 F1.50 4.7 19.4 32.1 43.8 1.00 24.53 50.1 42.3 5654 5414 7250 F1.60 4.5 22.0 31.0 42.5 1.08 23.66 62.7 42.1 5446 5205 4518 F1.70 4.5 23.8 30.2 41.5 1.04 23.04 70.4 42.1 5299 5058 2958 F1.80 4.4 25.9 29.3 40.5 1.06 22.31 73.7 41.9 5125 4884 2001 F1.90 4.4 27.8 28.9 38.9 1.08 21.71 78.4 42.6 4990 4749 11967 S1.90 3.9 37.6 25.3 33.2 2.03 17.90 100.0 43.2 4093 3850 2936 < 0.5 4.0 40.0 22.9 33.1 1.23 17.35 40.9 3971 3728 57507 Raw 3.9 37.8 25.1 33.2 1.99 17.87 43.1 4086 3843 Combined results from twelve samples out of twelve boreholes Uppe r Se am - Block 4A - Cum ulative Re s ults (Air-drie d Bas e ) as @ 17 M ar 2013 Calculate d Sam ple Wash Moisture Ash Volatile F.C. Sulphur Gross C.V. Yield DAVF GAR NAR M as s R.D. % % % % % M J/k g % k cal/k g @ 8% T M k cal/k g @ 8% T M 3365 F1.35 5.4 11.5 34.6 48.5 1.27 27.50 11.7 41.6 6388 6148 9157 F1.40 5.2 15.1 33.8 45.8 1.12 26.21 25.9 42.5 6077 5836 15321 F1.50 5.1 19.1 32.3 43.4 1.10 24.72 49.4 42.7 5725 5484 9110 F1.60 5.0 21.2 31.5 42.3 1.19 23.91 60.7 42.7 5529 5288 4627 F1.70 4.9 23.4 30.3 41.4 1.11 23.15 65.8 42.3 5347 5106 3614 F1.80 4.7 26.1 29.2 40.0 1.11 22.32 70.3 42.2 5145 4903 1978 F1.90 4.7 28.3 28.1 38.9 0.92 21.68 73.9 42.0 5000 4759 15338 S1.90 4.2 38.2 25.1 32.5 2.08 17.66 100.0 43.6 4052 3809 3991 < 0.5 4.2 38.5 24.8 32.5 1.82 17.16 43.2 3934 3691 66501 Raw 4.2 38.2 25.1 32.5 2.07 17.63 43.6 4045 3802 Combined results from fourteen samples out of thirteen boreholes Uppe r Se am - Block 5 - Cum ulative Re s ults (Air-drie d Bas e ) as @ 17 M ar 2013 Calculate d 514

104. However, actual outcomes can differ from these estimates. In particular, information about significant areas of estimation uncertainty considered by management in preparing the financial statements is described below: i. Decommissioning and rehabilitation obligations Estimating the future costs of environmental and rehabilitation obligations is complex and requires management to make estimates and judgements as most of the obligations will be fulfilled in the future and contracts and laws are often not clear regarding what is required. The resulting provisions are further influenced by changing technologies, political, environmental, safety, business and statutory considerations. In line with the closure objectives in the current approved Environmental Management Programme, no provision is required for full backfill of the open pit operations. ii. Asset lives and residual values Property, plant and equipment are depreciated over its useful life taking into account residual values, where appropriate. The actual lives of the assets and residual values are assessed annually and may vary depending on a number of factors. In reassessing asset lives, factors such as technological innovation, product life cycles and maintenance programmes are taken into account. Residual value assessments consider issues such as future market conditions, the remaining life of the asset and projected disposal values. iii. Post-retirement employee benefits Post-retirement medical aid liabilities are provided for certain existing employees. Actuarial valuations are performed annually by an independent third party and are based on assumptions which include employee turnover, mortality rates, the discount rate, health care inflation costs and rates of increase in costs. iv. Revaluation of residential properties The SMC Group carries its investment properties at fair value, with changes in fair value being recognised in the statement of profit or loss. The SMC Group engaged an independent valuation specialist to assess fair value as at year-end for investment properties. For investment properties, it measures land and buildings at revalued amounts with changes in fair value being recognised in the statement of comprehensive income. Land and buildings were valued by reference to market-based evidence, using comparable prices adjusted for specific market factors such as nature, location and condition of the property. v. Surface rights liabilities The SMC Group has provided for surface lease costs that would accrue to the owners of the land on which the mine is built. The quantum of the amounts due post implementation of the Minerals and Petroleum Resources Royalties Act 2008 (“MPRDA”) and the granting of the new order mining right to the Company is somewhat uncertain, and need to be negotiated with such owners. The SMC Group has conservatively accrued for possible costs in this regard, but the actual obligation may be materially different when negotiations with the relevant parties are completed. The timing surrounding the actual payment of the liability is uncertain. Inventories Inventories are valued at the lower of cost or estimated net realisable value. Cost is determined on the following basis: ● Raw materials: weighted average cost ● Consumable stores: weighted average cost ● Work in progress: weighted average cost ● Finished product: weighted average cost The cost of finished product and work in progress comprise raw materials, direct labour, other direct costs, and related production overheads (based on normal operating capacity), but excludes borrowing costs. Net realisable value is the estimated selling price in the ordinary course of business, less costs of completion and selling expenses. 104

249. J3727 Bushveld Minerals Ltd_Vametco CPR Update_RSA Page: 76 metals (including platinum group elements), but may also vary substantially in response to a range of additional factors such as physiography, infrastructure and the proximity of a suitable processing facility. The depth (and hence cost) of a potential mining operation on the asset is also a determining factor. In the case of Exploration Areas, and to a lesser extent Advanced Exploration Areas, the assets have “hidden” potential that has a speculative effect on their value. The valuation of Exploration Areas is therefore to a significant extent dependent on the informed, professional opinion of the valuer. Taking into account and comparing results from more than one valuation technique is likely to lead to a more confident range of values. The VALMIN Code 2015 also proposes that an evaluation of the risks likely to apply to the assets under consideration should be included, analysing the uncertainties inherent in the assumptions made and the effects they may have on the valuation. Such risks and uncertainties may include: x geology of mineral deposits and the dependant estimates of grade, Resources and Reserves; x geological prospectivity and the possibility that further exploration may fail to demonstrate any economic mineralisation; x ore processing and the variability of metallurgical parameters such as recovery rates, process plant availability and the ability of new processes to be financed and to live up to expectations; x construction, including unforeseen foundation conditions, weather and industrial disputes, all of which may affect both capital costs and completion date; x production of marketable commodities in terms of quality and price; and x “country risk” involving social, political, environmental, cultural and security factors which cannot be controlled by project operators. The Market Value usually comprises two components: the underlying or “technical value” of the assets and a premium or discount relating to market, strategic and other considerations. The Market Value is therefore likely to fluctuate with time. Regardless of the technical application of various valuation methods and guidelines, the valuer should strive to adequately reflect the carefully considered risks and potentials of the various projects in the valuation ranges and the preferred values, with the overriding objective of determining the Market Value. 15.1 Construction of Discounted Cashflow Financial Models The Property which MSA reviewed fell into the operating mines category and all had a financial model representative of the workings of the operation. The income approach is considered appropriate for valuing mineral properties of this nature. The cash flow methodology values a property on the basis of discounted cashflow financial modelling and in general these cashflows will cover the life of the operation. MSA reviewed and checked the models for structural errors and robustness using auditing software and in general checked the integrity of the flow of data from model sheets to each other. However, where errors were found these were corrected to ensure the models functioned as designed. MSA was reasonably satisfied that the technical inputs were captured correctly and that the integrity of the models could be relied upon. 249

35. 8 Strategy of the Enlarged Group Bushveld has operated a commodity-focused platform strategy since 2014. This led to the adoption of a clear model for long-term growth and the development of three independent platforms: Bushveld Vanadium, Greenhills Resources and Lemur Holdings. Four key pillars have guided the subsequent development of the Company’s projects: ● Identifying commodities with a positive market outlook; ● Developing assets with low cost curve positioning; ● Executing a visible path to production and, thus cash flow generation; and ● Scalability. Vanadium was prioritised as the flagship platform. The Company’s vision in vanadium is to build a significant, low cost, vertically integrated platform that comprises: ● One of the largest high-grade primary vanadium resource bases in the world, as well as the leading primary vanadium production source; ● A low cost position on the production cost curve, leveraging the high in-situ and in-magnetite V 2 O 5 grades, the open-cast mining proposition of Bushveld’s deposits as well as access to low cost brownfield processing infrastructure; and ● Development of downstream operations beyond production of end-use vanadium products to include development and deployment of vanadium applications in industries such as the energy storage market, where Bushveld intends to manufacture vanadium electrolyte and to build vanadium redox flow batteries. Leveraging the strong technical skills within Bushveld will advance the vision; combining over 100 years of vanadium industry experience, the Vametco team has in-depth knowledge of vanadium mining, processing and marketing. 9 Directors, Senior Management and Employees As at the date of this document the Board consists of Ian Watson, Fortune Mojapelo, Anthony Viljoen, Geoff Sproule and Jeremy Friedlander. Details of the Directors and Senior Management are set out below. Directors Ian Clyde Watson (aged 74), Non-Executive Chairman Ian Watson is the Non-Executive Chairman of Bushveld. He is a qualified mining engineer with over 45 years’ experience of the mining industry, which started with Goldfields South Africa. Ian served as Mine Manager of Northern Platinum in 1986 where he led the start-up of the Northam Platinum mine, including underground mine design, pioneering the use of hydropower, installation of metallurgical plants and ultimately brining the mine into production in 1992. He has served in executive and non-executive roles in the mining sector including Platmin. Ian is a professional engineer registered with Engineering Council of South Africa (ECSA). He is also a member of the S.A. Institute of Mining and Metallurgy (SAIMM). Ian obtained a national Diploma of Mining from the Witwatersrand Technical College, South Africa in 1968. Fortune Tsepo Mojapelo (aged 41), Chief Executive Officer Fortune Mojapelo is the founder and chief executive of Bushveld. He is a mining entrepreneur with a strong track record in resource exploration and development. He is a co-founder and director of VM Investment (Pty) Ltd, a principal investments and advisory company focusing on developing mining projects in Africa, alongside Anthony Viljoen. Fortune has played a leading role in the origination, establishment and project development of several junior mining companies in Africa including New Kush Exploration and Mining (Gold in South Sudan), Greenhills Resources (Tin), Bushveld Resources (Vanadium), New Horizon Minerals (Iron Ore), Bushveld Platinum Limited (PGMS), and Eagle Resources Limited (Uranium). 35

197. J3727 Bushveld Minerals Ltd_Vametco CPR Update_RSA Page: 24 6 EXPLORATION The following sections pertaining to exploration have been sourced from the 2016 VBKOM Competent Persons Report (VBKOM, 2016) and modified where appropriate. The information was verified through discussions with the previous Competent Persons. 6.1 Drilling Six diamond drillholes were drilled by Vametco in 2006 to verify seam down-dip continuity of the magnetite-rich layers. The data from cores recovered from this drilling campaign, in addition to records of historical diamond drilling, were used for the Mineral Resource Estimate. Diamond drilling extracts a continuous cylinder of core by cutting the rock with a diamond impregnated drilling head with a central opening. The cut core is pushed up through the opening into a core barrel through the downward force of the diamond drill rig. Once the core barrel is filled, the core is extracted via a wireline or manual extraction by removing each rod manually up to the core barrel. The core is then placed into core trays for storage and processing. 6.1.1 Logging The core was logged according to lithology and mineralogy It is not known if the logging was performed in accordance to a standardised format and code sheet. The logging was quantitative and cores were not photographed. The complete drilled intersection was logged. 6.1.2 Orientation of Data in Relation to Geological Structure All drillholes were drilled vertically. The vanadium-rich magnetite-gabbro layers dip at an average of 19° to the north. The drilling intersected the various magnetite layers at an angle, but, given the thickness of the magnetite layers and reasonably high intersection angle, the angle of intersection will not introduce any bias in the estimation. 6.2 Sampling and Assaying Sampling of the magnetite layers was carried out continuously through the magnetite-rich zones. The majority of the cores were samples at 0.3 m intervals, although this was not always consistent with some holes being sampled at 0.5 m intervals and in some cases more irregular intervals that honoured the geology and intensity of magnetite mineralisation. The core was split longitudinally in half. The half core samples were then bagged and numbered before being dispatched to the laboratory while the other half remained in the core tray. The exploration processes were not in accordance with modern day best practice in that no QAQC samples were inserted in the field. Once at the laboratory, the samples were assayed. Typical analyses include: x percentage of magnetic material by Davis Tube test; x percentage vanadium pentoxide (V 2 O 5 ) in the magnetic material; x the percentage of the calcium content in the magnetic material; and x the percentage of the silica content in the magnetic material. 197

240. J3727 Bushveld Minerals Ltd_Vametco CPR Update_RSA Page: 67 13 ENVIRONMENTAL STUDIES, PERMITTING AND SOCIAL OR COMMUNITY IMPACT 13.1 Environmental Studies A historical ground water pollution plume is present for which ongoing water monitoring and the liner specifications of the old barren (scrubber) dam are required in support of the IWUL application. Possible design modifications may be required should the barren dam’s liner not comply with the required standards. According to the EMPr, no potential exists for the generation of Acid Mine Drainage from the waste disposal facilities or from the mining activities. Due to the nature and extent of the Vametco operations, several other Environmental Authorizations as provided for in legislation other than the MPRDA, are required for various activities. These activities include inter alia: x Listed Activities in terms of the National Environmental Management Act (“NEMA”) as listed in Regulations GNR 544, GNR 545 and GNR 546; x Listed Waste Management Activities in terms of the National Environmental Management Waste Act (“NEMWA”) as listed in Regulation GNR 718; x Listed Air Emissions Activities in terms of the National Environmental Management Air Quality Act (“NEMAQA”) as listed in Regulation GNR 248; and x Water Uses as defined in section 21 of the National Water Act (“NWA”) as well as Mine Water Management activities as provided for in Regulation GN 704. According to the existing EMPr, no new listed activities or water uses are relevant. As far as these authorisations for the existing status quo is concerned, Vametco has submitted and will submit applications to the various Competent Authorities on an on-going basis, as is / was required to fulfil their obligations in this regard. 13.2 Legal and Permitting 13.2.1 Mineral and Petroleum Resources Development Act, 28 of 2008 (MPRDA) Vametco was granted its New Order Mining Right (“NOMR”) on 24 April 2013, on the following farms: x Krokodilkraal (426JQ); and x Uitvalgrond Portion 1(431JQ). The Mining Right is valid for 25 years from 24 April 2013 to 23 April 2038. Vametco is in possession of an approved Environmental Management Programme (“EMPr”) in terms of Section 39 of the MPRDA. It is dated 1998, and an amended EMPR has been submitted to the DMR and is in the process of approval. 240

364. _____________________________________________________________________________________________________________________________ J2518: CPR and updated MRE for the Mokopane Fe-V-Ti Project Page: 49 October 2017 11 SAMPLE PREPARATION, ANALYSES AND SECURITY Sampling of the drillholes was undertaken after geotechnical logging, metre marking, geological logging and photographing of the core was completed. All core measuring, core cutting, sampling, bagging and despatch procedures were completed at the Mokopane exploration premises under the full time supervision of a qualified geologist. The cores were placed in suitable metal trays and transported on a daily basis from the drill site to the Mokopane core yard with a pickup truck (Figure 11-1). Geological core logging followed a comprehensive protocol and the level of detail is appropriate and fully compliant with standard industry practice. Figure 11-1 Drill core transported in a pickup truck (BML, 2011) 11.1 Sampling Approach The objectives of core sampling were to provide suitable samples for laboratory analyses of the selected mineralised zones identified during logging. A primary concern was to be able to relate assay data with the geological layering and the relative abundance of the Ti-magnetite mineralisation which often varied on a decimetre scale. The following sampling approach and protocol was adopted by BML:  Sample lengths in poorly-layered homogenous zones were kept at a 0.5 m or 1.0 m interval  Sample lengths in well-layered zones or zones with variable lithologies were matched to lithological contacts and varied between 0.25 m and 1.0 m  Half core (NQ or NWD4 core size) was sampled for geochemical analyses 364

464. ______________________________________________________________________________________________________________________________ J2518: CPR and updated MRE for the Mokopane Fe-V-Ti Project Page: 149 October 2017 Inferred Mineral Resource An Inferred Mineral Resource is that part of a mineral resource for which quantity and grade or quality can be estimated on the basis of geological evidence and limited sampling and reasonably assumed, but not verified, geological and grade continuity. The estimate is based on limited information and sampling gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes. (CIM definition) intrusion Liquid rock (magma) that forms below the surface of earth and slowly cools into a solid rock mass joints Regular planar fractures or fracture sets in massive rocks, usually created by unloading, along which no relative displacement has occurred Layered Complex A body of igneous rock which exhibits vertical layering or differences in composition and texture and shows evidence of fractional crystallisation. Ideally, the stratigraphic sequence of an ultramafic-mafic intrusive complex consists of ultramafic peridotites and pyroxenites toward the base with more mafic norites, gabbros and anorthosites in the upper layers lineament A significant linear feature of the earth’s crust Ma Million years mafic Descriptive of rocks composed dominantly of magnesium and iron rock-forming silicates magmatic Rock formed from crystallization of molten magma; an igneous rock magnetic survey A geophysical survey which measures variations in the earth’s magnetic field caused by differences in the magnetic susceptibilities of underlying rock. Kimberlite may be detected by this method, as its susceptibility may be higher or lower than surrounding rock types magnetic susceptibility A dimensionless constant that indicates the degree of magnetisation of a material in response to an applied magnetic field 464

205. J3727 Bushveld Minerals Ltd_Vametco CPR Update_RSA Page: 32 Resource estimate. A weak linear relationship between SiO 2 and CaO grade was observed, with the grade of SiO 2 increasing with increasing grade of CaO. 7.2.4 Summary of the Exploratory Analysis of the Raw Dataset x Most sample lengths are 0.30 m or less. x The host rock to the vanadium mineralisation is magnetite-rich gabbro contained within three layers or seams. x The occurrence of magnetite was defined by the sampling that represents the top and bottom of each magnetite-rich seam. x Low grade zones defined by low magnetite content were not assayed. x No SG values were supplied. 7.3 Geological Modelling 7.3.1 Topography A high-resolution digital terrain model (“DTM”) of the topography was supplied to MSA by Bushveld-Vametco for the mine area (Figure 7-4). This includes a recent open pit survey (19 April 2017), which allowed for the reporting of the remaining Mineral Resource. Figure 7-4 Isometric view of the DTM supplied – approximate view from above 7.3.2 Mineralised Zones The geological model was based on information obtained from the cores of 52 DD holes. A simplified geological model of three magnetite layers was modelled based on the sampling and logging of the drillholes (Figure 7-5). Internal waste zones were not separately defined. 205

246. J3727 Bushveld Minerals Ltd_Vametco CPR Update_RSA Page: 73 14.4 Royalties The Financial Modal makes provision for Royalties payable to the state in terms of the Mineral and Petroleum Resources Royalty Act 28 of 2008. Section 5.1 on the Converted Mining Right, registered on 18 June 2013, determines that Royalties are payable to the state throughout the duration of the mining right. An annual royalty amount was received from the Client based on royalty payments to the state and Co-owners in 2016. The financial model however calculates royalties payable to the state using the formula below, as prescribed in the Royalty Bill for unrefined mineral resources. The Royalty Rate is capped at 7 % for unrefined resources. 1. ݏ݁݅ݐ݈ܽݕ݋ܴ = ݏݏ݋ݎܩ ݏ݈݁ܽܵ × ݕݐ݈ܽݕ݋ܴ ݁ݐܴܽ 2. ݕݐ݈ܽݕ݋ܴ ݁ݐܴܽ =0.5+[ ܶܫܤܧ ÷( ݏݏ݋ݎܩ ݏ݈݁ܽܵ ×9)]×100 No royalties to Co-owners are included in the financial model. 246

370. _____________________________________________________________________________________________________________________________ J2518: CPR and updated MRE for the Mokopane Fe-V-Ti Project Page: 55 October 2017 Figure 11-5 Sample pulp and coarse rejects storage at Mokopane field office (BML, 2011) 11.6 Quality Assurance and Quality Control Appropriate quality assurance and quality control (“QA/QC”) monitoring is a critical aspect of the sampling and assaying process in any exploration programme. Monitoring the quality of laboratory analyses is fundamental to ensuring the highest degree of confidence in the analytical data and providing the necessary confidence to make informed decisions when interpreting all the available information. Quality assurance (“QA”) may be defined as information collected to demonstrate that the data used further in the project are valid. Quality control (“QC”) comprises procedures designed to maintain a desired level of quality in the assay database. Effectively applied, QC leads to identification and corrections of errors or changes in procedures that improve overall data quality. Appropriate documentation of QC measures and regular scrutiny of quality control data are important as a safeguard for project data and form the basis for the quality assurance program implemented during exploration. In order to ensure quality standards are met and maintained, planning and implementation of a range of external quality control measures is required. Such measures are essential for minimising uncertainty and improving the integrity of the assay database and are aimed to provide:  An integrity check on the reliability of the data  Quantification of accuracy and precision  Confidence in the sample and assay database  The necessary documentation to support database validation Certified reference material (“CRM”), quartz blanks and duplicate samples were randomly inserted into the 2011 to 2014 batches prior to submission to SPL. Samples from three holes 370

510. Competent Person’s Report – Imaloto Coalfield – Bushveld Minerals Limited – 23 Oct 2017 29 Table 23: Cumulative Wash Table for the Main Seam – Block 3A. For Block 3A the Main Seam will produce a 5674 kcal/kg (NAR) product with values of 18.4 %, 1.00 % and 29.8 % for Ash, Total Sulphur and Volatile content respectively. This product will have a theoretical yield of 79.2 %. Table 24: Cumulative Wash Table for the Main Seam – Block 4. For Block 4 the Main Seam will produce a 5552 kcal/kg (NAR) product with values of 17.8 %, 0.96 % and 30.7 % for Ash, Total Sulphur and Volatile content respectively. This product will have a theoretical yield of 61.9 %. Table 25: Cumulative Wash Table for the Main Seam – Block 4A. Sam ple Wash Moisture Ash Volatile F.C. Sulphur Gross C.V. Yield DAVF GAR NAR M as s R.D. % % % % % M J/k g % k cal/k g @ 8% T M k cal/k g @ 8% T M 7607 F1.35 4.4 11.4 35.2 49.0 0.91 28.20 16.9 41.8 6479 6240 12846 F1.40 4.3 13.3 33.8 48.6 0.91 27.51 36.7 41.0 6317 6078 19451 F1.50 4.4 16.0 31.3 48.3 0.86 26.33 67.6 39.3 6054 5814 7965 F1.60 4.5 18.3 29.8 47.5 1.00 25.71 79.2 38.5 5914 5674 4867 F1.70 4.5 19.4 29.1 47.0 1.00 25.05 87.2 38.3 5761 5521 2498 F1.80 4.3 20.7 28.7 46.2 0.98 24.51 91.6 38.3 5630 5390 973 F1.90 4.5 20.3 29.0 46.2 0.89 24.53 93.9 38.6 5642 5402 4556 S1.90 4.4 23.4 27.6 44.7 2.63 23.50 100.0 38.2 5400 5159 3380 < 0.5 4.2 25.1 27.2 43.5 1.88 22.84 38.5 5239 4998 64143 Raw 4.4 23.5 27.6 44.6 2.59 23.46 38.2 5391 5150 Combined results from eight samples out of five boreholes M ain Se am Block 3A - Cum ulative Re s ults (Air-drie d Bas e ) as @ 17 M arch 2013 Calculate d Sam ple Wash Moisture Ash Volatile F.C. Sulphur Gross C.V. Yield DAVF GAR NAR M as s R.D. % % % % % M J/k g % k cal/k g @ 8% T M k cal/k g @ 8% T M 16849 F1.35 4.4 12.9 34.4 48.4 1.01 27.06 16.8 41.6 6219 5979 33280 F1.40 4.4 14.8 32.7 48.1 0.99 26.37 33.8 40.5 6061 5821 54164 F1.50 4.5 17.8 30.7 47.0 0.96 25.19 61.9 39.5 5792 5552 30566 F1.60 4.3 20.7 29.5 45.5 1.01 24.18 74.5 39.3 5553 5312 15164 F1.70 4.3 22.4 28.9 44.4 1.10 23.45 82.9 39.4 5387 5146 8991 F1.80 4.3 24.2 28.3 43.2 1.17 22.79 87.9 39.6 5230 4989 2945 F1.90 4.0 27.4 28.3 40.3 0.98 22.05 89.5 41.3 5047 4806 18987 S1.90 4.0 30.7 26.4 38.9 2.12 20.30 100.0 40.4 4648 4406 7486 < 0.5 4.1 28.4 27.2 40.2 1.65 21.03 40.4 4818 4577 188432 Raw 4.0 30.6 26.4 38.9 2.10 20.34 40.4 4657 4415 Combined results from thirty-three samples out of twenty-three boreholes M ain Se am - Block 4 - Cum ulative Re s ults (Air-drie d Bas e ) as @ 17 M arch 2013 Calculate d Sam ple Wash Moisture Ash Volatile F.C. Sulphur Gross C.V. Yield DAVF GAR NAR M as s R.D. % % % % % M J/k g % k cal/k g @ 8% T M k cal/k g @ 8% T M 14586 F1.35 4.6 12.9 35.0 47.6 1.03 27.19 22.0 42.4 6263 6024 24546 F1.40 4.6 14.7 33.8 46.9 1.00 26.55 41.6 41.9 6114 5875 37124 F1.50 4.4 17.8 32.0 45.8 0.95 25.49 64.1 41.1 5861 5621 20948 F1.60 4.3 21.0 30.8 44.0 0.97 24.38 75.1 41.2 5595 5355 10528 F1.70 4.2 23.1 30.2 42.6 0.97 23.64 83.2 41.5 5419 5178 5649 F1.80 4.2 24.3 29.5 42.0 1.02 23.19 88.7 41.3 5317 5077 2428 F1.90 4.2 25.5 29.1 41.2 0.99 22.76 90.5 41.4 5219 4979 9486 S1.90 4.1 28.3 27.9 39.7 1.90 21.53 100.0 41.2 4931 4690 6512 < 0.5 4.2 25.5 28.2 42.1 1.46 22.28 40.2 5108 4867 131807 Raw 4.1 28.2 27.9 39.8 1.87 21.57 41.2 4941 4699 Combined results from eighteen samples out of eleven boreholes M ain Se am Block 4A - Cum ulative Re s ults (Air-drie d Bas e ) as @ 17 M arch 2013 Calculate d 510

533. Imaloto Coal Project Page 12 of 23 Telephone: + 61 (0)8 9481 1198 www.lemurresources.com Suite 1, Ground Floor, 83 Havelock Street Facsimile: + 61 (0)8 9486 1258 ABN 147 241 361 West Perth WA 6005 E-mail: info@lemurresources.com ASX Code: LMR Australia Figure 3A: East-West Cross-section for the Imaloto Coal Project. Figure 3B: East-West Cross-section for the Imaloto Coal Project. 533

68. Section B – Historical Financial Information on Strategic Minerals Corporation CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME For the three years ended 31 December 2016 Note 31 Dec 2016 31 Dec 2015 31 Dec 2014 £££ Revenue 4 38 460 284 32 665 554 33 166 964 Cost of sales 5 (30 751 588) (27 212 379) (23 551 143) –––––––––––––––––––––––––––––––––––––––– Gross profit 7 708 696 5 453 175 9 615 821 Other operating income 324 310 1 637 389 2 027 863 Selling and distribution costs (1 442 134) (1 296 236) (1 126 254) Administrative expenses (3 612 988) (3 368 997) (4 058 068) Other operating expenses (1 783 523) (955 361) (705 379) Idle plant costs (507 316) (622 921) (1 439 322) –––––––––––––––––––––––––––––––––––––––– Operating profit 6 687 045 847 049 4 314 661 Finance Income 7 287 933 232 171 245 302 Finance Costs 8 (585 351) (495 115) (69 879) Exchange Gain/(Loss) 394 316 (835 830) (267 291) –––––––––––––––––––––––––––––––––––––––– Profit/(loss) before taxation 783 943 (251 725) 4 222 793 Income tax (expense)/credit 9 (1 614 501) 434 790 1 947 627 –––––––––––––––––––––––––––––––––––––––– (Loss)/profit for the year (830 558) 183 065 6 170 420 Net other comprehensive (loss)/income to be reclassified to profit or loss in subsequent periods (379 206) 91 917 – Net other comprehensive income/(loss) not to be reclassified to profit or loss in subsequent periods 33 850 (542 701) 109 567 –––––––––––––––––––––––––––––––––––––––– Other comprehensive income for the year, net of tax (345 356) (450 784) 109,567 –––––––––––––––––––––––––––––––––––––––– Total comprehensive (loss)/profit for the year, net of tax (1 175 914) (267 719) 6 279 987 –––––––––––––––––––––––––––––––––––––––– –––––––––––––––––––––––––––––––––––––––– Attributable to: Owners of the parent (1 989 154) (227 998) 6 125 071 Non-controlling interest 813 240 (39 721) 154 916 All results relate to continuing activities. 68

78. ● in respect of taxable temporary differences associated with investments in subsidiaries, associates and interest in joint ventures, where timing of the reversal of the temporary differences can be controlled and it is probable that the timing differences will not reverse in the foreseeable future. Deferred income tax assets are recognised for all deductible temporary differences, carry forward of unused tax credits and unused tax losses, to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carry forward of unused tax credits and unused tax losses can be utilised except: ● where the deferred income tax asset arises from the initial recognition of an asset or liability that in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor the taxable profit or loss; and ● in respect of deductible temporary differences associated with investments in subsidiaries, associates and interest in joint ventures, deferred tax assets are recognised only to the extent that it is probable that the temporary difference will reverse in the foreseeable future and taxable profit will be available against which the temporary difference can be utilised. Deferred income tax assets and liabilities are offset, if legally enforceable rights exist to set off current tax assets against current income tax liabilities and the deferred income taxes relates to the same taxable entity and the same taxation authority. Deferred income tax relating to items recognised directly in equity is recognised in equity and not in the income statement. The carrying amount of deferred income tax assets is reviewed at each statement of financial position date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred income tax asset to be utilised. Unrecognised deferred income tax assets are reassessed at each statement of financial position date and are recognised to the extent that it has become probable that future taxable profit will allow the deferred tax asset to be recovered. Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the period when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the statement of financial position date. iii. Dividends tax Dividends tax is provided in respect of dividend payments and is recognised as a withholding tax. iv. Value added tax (VAT) Revenues, expenses and assets are recognised net of the amount of VAT except: ● where the VAT incurred on a purchase of assets or services is not recoverable from the taxation authority, in which case the VAT is recognised as part of the cost of acquisition of the asset or as part of the expense item as applicable; and ● receivables and payables that are stated with the amount of VAT included. The net amount of VAT recoverable from, or payable to, the taxation authority is included as part of receivables or payables in the statement of financial position. Property, plant and equipment Property, plant and equipment are stated at historical cost less accumulated depreciation, except for residential properties which are carried at fair value. Depreciation is calculated on the straight-line method to write off the cost of each asset (less residual value) over its estimated useful life as follows: ● Buildings and other improvements: 20 – 25 years ● Plant and machinery: 15 – 20 years ● Motor vehicles, furniture and equipment: 4 – 10 years ● Decommissioning asset: Life of mine 78

211. J3727 Bushveld Minerals Ltd_Vametco CPR Update_RSA Page: 38 intersections of the Upper Seam, 12 for the Intermediate Seam and 31 for the Lower Seam were used to estimate the grade of the Mineral Resource. Attributes were estimated into the individual mineralised zones using the 2 m composite drillhole sample data for each seam. Inverse distance to the power of two was used to estimate the grades into parent cells. There were no SG data available. An average density of 3.3 t/m 3 was provided by Vametco, which was assigned to the seams for the tonnage estimate. The search ellipse used for estimation was similar to the indicative variogram range. A search of 200 m by 200 m by 10 m was used to select the sample composites for block estimation. The minimum number of composites required for a block to be estimated is 6 while a maximum of 12 composites was used. These criteria were applied to the Upper, Intermediate and Lower Seam. If a block was not estimated from the initial search ellipse, the ellipse size was doubled. Should a block still not be estimated, a larger search ellipse was used by expanding the search by ten times the original search ellipse extent. The percentage of cells filled by each search is shown in Table 7-7. Table 7-7 Search volume grade estimation summary for Vametco Blocks filled within each search volume as a percent First search volume Second search volume Third search volume Upper Seam 10.53 44.78 44.69 Intermediate Seam 17.20 30.10 52.70 Lower Seam 35.32 32.18 32.50 7.7.1 Validation of the Estimates The models were validated by: x visual examination of the input data against the block model estimates; and x comparison of the input data statistics against the model statistics. The block model was examined visually in sections to ensure that the drillhole grades were locally well represented by the model. The model validated well against the data and identified internal low-grade stratiform zones as expected in the layered st yle of deposit at Vametco. Examples of sections showing the block model and drillholes shaded by percent magnetite content are shown in Figure 7-9 and for V 2 O 5 in magnetite in Figure 7-10. 211

384. _____________________________________________________________________________________________________________________________ J2518: CPR and updated MRE for the Mokopane Fe-V-Ti Project Page: 69 October 2017 12 DATA VERIFICATION Verification activities were conducted at the MSA office and during three site visits to the Mokopane Project between 2011 and 2015 and included:  Inspection of the drilling programme  Review of core handling and core sampling procedures  Review of drillhole data collection protocols and QA/QC systems  Checks of the database against the original drillhole logs  Checks of database against original assay certificates  Examination of database used for Mineral Resource estimation MSA undertook audits on the database and all identified errors were addressed by BML’s database manager. The integrity of the Maxwell DataShed database has been declared as an accurate representation of the original data collected. The assay database displays industry standard levels of precision and accuracy through the adoption of a stringent QA/QC program and therefore meets the requirements for use in Mineral Resource estimation. The results for 16 duplicate and seven umpire laboratory pairs were quarantined in the database due to suspected handling errors during the re-bagging and re-numbering of the pulp material. This procedure is not required for drill core samples and the relatively high percentage of failures (±5%) should therefore not be regarded as a measure for the overall quality and integrity of the sampling procedures for routine drill core samples. The observed discrepancies for titanium concentrations below 7% TiO 2 between the primary and umpire laboratories should be verified and validated as part of the planned metallurgical test work. It should be noted however that values below 7% TiO 2 are not common in the targeted mineralisation. MSA has verified the data disclosed in this report that applies to logging and sampling methodologies, sample preparation, analytical methods and QA/QC methodologies implemented by BML. Overall it is concluded that all exploration activities have been conducted and recorded in an appropriate manner and that all analytical issues have been identified and suitable remedial action taken. Industry standard practices have been followed and the quality of the database meets JORC Code standards and best practice guidelines. 384

544. Imaloto Coal Project Page 23 of 23 Telephone: + 61 (0)8 9481 1198 www.lemurresources.com Suite 1, Ground Floor, 83 Havelock Street Facsimile: + 61 (0)8 9486 1258 ABN 147 241 361 West Perth WA 6005 E-mail: info@lemurresources.com ASX Code: LMR Australia Criteria JORC Code explanation Commentary of the resource within stated confidence limits, or, if such an approach is not deemed appropriate, a qualitative discussion of the factors that could affect the relative accuracy and confidence of the estimate.  The statement should specify whether it relates to global or local estimates, and if local, state the relevant tonnages, which should be relevant to technical and economic evaluation. Documentation should include assumptions made and the procedures used.  These statements of relative accuracy and confidence of the estimate should be compared with production data where available.  The geological loss factors quoted above should be applied to the GTIS tonnages as well as a mining loss factor which is typically 5%, when taking the resource to a reserve status, where feed to plant tonnages are calculated as ROM to an as delivered base (ASD). Also included will be contamination and moisture as added during the mining process.  Empirical data to populate the above mentioned factors with historical numbers does exist, and initial models will be sensibly populated once the project is in production. These will then be calibrated with real data from production reconciliations. 544

554. Registered Office: By order of the Board: 18-20 Le Pollet St Peter Port Guernsey GY1 1WH 30 November 2017 Explanatory Notes: Entitlement to attend and vote 1. The Company specifies that only those members registered on the Company’s register of members at: ● close of business on 18 December 2017; or ● if this Meeting is adjourned, at close of business on the day two business days prior to the adjourned meeting, shall be entitled to attend and vote at the Meeting. Appointment of proxies 2. If you are a member of the Company at the time set out in note 1 above, you are entitled to appoint a proxy to exercise all o r any of your rights to attend, speak and vote at the Meeting and you should have received a Form of Proxy with this notice of meetin g. You can only appoint a proxy using the procedures set out in these notes and the notes to the Form of Proxy. 3. A proxy does not need to be a member of the Company but must attend the Meeting to represent you. Details of how to appoint the Chairman of the Meeting or another person as your proxy using the Form of Proxy are set out in the notes to the Form of Proxy. If you wish your proxy to speak on your behalf at the Meeting you will need to appoint your own choice of proxy (not the Chairman) and give your instructions directly to them. 4. You may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different shares. To appo int more than one proxy please refer to the notes on the Form of Proxy. 5. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the General Meeting by using the procedures described in the CREST Manual. CREST Personal Members or other CREST sponsored members, and those CREST members who have appointed (a) voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf. In order to be valid th e appropriate CREST Proxy Instruction must be transmitted so as to be received by the Company’s agent by the latest time(s) for receipt of proxy appointments specified in the Notice. Appointment of proxy using hard copy proxy form 6. The notes to the Form of Proxy explain how to direct your proxy how to vote on the resolutions or withhold their vote. To appo int a proxy using the hard-copy Form of Proxy, the Form of Proxy must be: ● completed and signed; ● sent or delivered to the Company’s registrar, Link Asset Services, PXS, 34 Beckenham Road, Beckenham, Kent BR3 4TU; and ● received by the Company’s registrar, Link Asset Services, PXS, 34 Beckenham Road, Beckenham, Kent BR3 4TU no later than 10.00 a.m. on 18 December 2017 or, if this Meeting is adjourned, not less than 48 hours before the time of the holding of the adjourned Meeting. 7. In the case of a member which is a company, the proxy form must be executed under its common seal or signed on its behalf by an officer of the company or an attorney for the company. 8. Any power of attorney or any other authority under which the Form of Proxy is signed (or a duly certified copy of such power or authority) must be included with the Form of Proxy. 9. Please note that communications regarding the matters set out in this Notice of General Meeting will not be accepted in elect ronic form, other than as specified in the enclosed Form of Proxy. Appointment of proxy by joint members 10. In the case of joint holders, where more than one of the joint holders purports to appoint a proxy, only the appointment sub mitted by the most senior holder will be accepted. Seniority is determined by the order in which the names of the joint holders appear in the Company’s register of members in respect of the joint holding (the first-named being the most senior). Changing proxy instructions 11. To change your proxy instructions simply submit a new proxy appointment using the methods set out above. 12. Where you have appointed a proxy using the hard-copy Form of Proxy and would like to change the instructions using another hard-copy Form of Proxy, please contact the Company’s registrar, Link Asset Services, PXS, 34 Beckenham Road, Beckenham, Kent BR3 4TU. 13. If you submit more than one valid proxy appointment, the appointment received last before the latest time for the receipt of proxies will take precedence. 554

173. J3727 Bushveld Minerals Ltd_Vametco CPR Update_RSA Page: vii Figure 12-2 Percentage Vanadium Consumption by Industry ....................................................................... ................. 63 Figure 12-3 Worldwide Steel Production vs. Vanadium Consumption ............................................................... ........ 63 Figure 12-4 Percentage Vanadium Consumption by Country ........................................................................ ................ 64 Figure 12-5 Vametco View on Vanadium Prices ................................................................................................................... 65 Figure 14-1 The Percentage Split of Operational Costs ......................................................................... ........................... 71 Figure 16-1 NPV @ 10 % (Real) Sensitivity Analysis ............................................................................ ............................... 80 Figure 16-2 Annual Cash Flow (Real)............................................................................................ ............................................. 80 LIST OF APPENDICES APPENDIX 1: GLOSSARY OF TECHNICAL TERMS ....................................................................................... 87 APPENDIX 2 SUMMARY OF DRILLHOLES .................................................................................................... 89 APPENDIX 3 TABLE 1 ............................................................................................................ .......................... 91 173

500. Competent Person’s Report – Imaloto Coalfield – Bushveld Minerals Limited – 23 Oct 2017 19 Table 12: Potential Products for the Top Seam with a Double Stage Wash. Table 13: Cumulative Wash Table for the Top Seam. Potential Upper Seam Products Summarised below in Tables 14, 15 and 16 are listed the potential products that can be expected from beneficiation of the Upper Seam. The influence of fines and the organic efficiency of the plant were not modelled in this simulation. If the Upper Seam is considered as a potential raw product, the qualities as listed in Table 14 below may be expected. Table 14: Potential Raw Product for the Upper Seam with Fines Added Back. A single stage process which involves washing at a density of 1.500 ton/m 3 will generate a primary product with an Ash % of 20.0 and a Calorific Value of 5 345 kcal/kg (NAR). The discard will have an Ash content of 52.5 % and a Calorific Value of 2 596 kcal/kg (NAR). The yields would be 52.9 % and 47.1 % respectively. Table 15: Potential Products for the Upper Seam with a Single Stage Wash. From a double stage process in which the 1st stage involves de-stoning at a density of 1.900 ton/m 3 , followed by a second stage that involves a wash of the de-stoned product at a density of 1.500 ton/m 3 , one will be able to generate a primary product with an Ash % of 20.0 and a Calorific Value of 5 Item Wash Moist Ash Vol F.C. S Gross C.V. Yield DAVF GAR NAR R.D. % % % % % M J/k g % k cal/k g @ 8% TM k cal/k g @ 8% TM De s tone d at 1.900 1.9 5.0 25.1 29.5 40.4 1.21 22.36 87.2 42.3 5171 4929 Prim ary 1.5 5.3 18.7 32.1 43.9 1.01 24.64 56.0 42.3 5716 5475 M iddling 1.5 - 1.9 4.4 36.7 24.9 34.0 1.58 18.28 31.2 42.3 4201 3959 Dis card >1.9 2.9 65.1 17.5 14.4 8.66 7.03 12.8 54.9 1591 1343 Fines generation and benef iciation, and plant ef f iciency excluded f rom this simulation Products based on b/hole data for a double stage w ash - Destone @ RD 1.900, Split the destoned product @ RD 1.500 for primary and middling products. Top Seam Products, (Air-dried Base) Calculated Sam ple Wash Moisture Ash Volatile F.C. Sulphur Gross C.V. Yield DAVF GAR NAR M as s R.D. % % % % % M J/k g % k cal/k g @ 8% TM k cal/k g @ 8% TM 18702 F1.35 5.7 11.2 35.1 48.0 0.96 27.22 17.3 42.3 6341 6101 22288 F1.40 5.5 13.7 34.3 46.6 0.98 26.37 31.1 42.4 6130 5889 40180 F1.50 5.3 18.7 32.1 43.9 1.01 24.64 56.0 42.3 5716 5475 31634 F1.60 5.1 22.2 30.6 42.1 1.09 23.40 75.6 42.1 5418 5177 9746 F1.70 5.0 23.5 30.1 41.4 1.15 22.97 81.6 42.2 5315 5074 4415 F1.80 5.0 24.2 29.9 40.9 1.18 22.71 84.3 42.2 5252 5011 4615 F1.90 5.0 25.1 29.5 40.4 1.21 22.36 87.2 42.3 5171 4929 20666 S1.90 4.7 30.2 28.0 37.0 2.17 20.40 100.0 43.0 4704 4462 9534 -0.5 Raw 4.9 30.2 24.9 33.9 1.65 18.08 38.3 4180 3936 170943 Raw 4.7 30.2 27.8 36.9 2.14 20.27 42.8 4675 4432 Comb ined results from seventy-four samples out of seventy-four b oreholes. Top Se am - Cum ulative Re s ults (Air-drie d Bas e ) as @ 17 M ar 2013 Calculate d Item Wash Moist Ash Vol F.C. S Gross C.V. Yield DAVF GAR NAR R.D. % % % % % MJ/k g % k cal/k g @ 8% TM k cal/k g @ 8% TM Raw Product Raw 4.5 35.4 26.1 33.9 1.79 18.51 100.0 43.4 4257 4015 Products based on b/hole data for a Raw Product - Fines added back to product. Upper Seam Products, (Air-dried Base) Calculated Fines added back to Raw Product, Dilution/Contamination excluded. Item Wash Moist Ash Vol F.C. S Gross C.V. Yield DAVF GAR NAR R.D. % % % % % MJ/k g % k cal/k g @ 8% TM k cal/k g @ 8% TM Prim ary 1.5 5.1 20.0 32.0 42.9 1.10 24.12 52.9 42.7 5587 5345 Dis card >1.5 3.7 52.5 19.8 24.0 2.62 12.45 47.1 45.2 2841 2596 Calculate d Fines generation and benef iciation, and plant ef f iciency excluded f rom this simulation Products based on b/hole data for a single stage w ash - Wash @ RD 1.500 for a primary product and discard. Upper Seam Products, (Air-dried Base) 500

107. Motor Buildings and vehicles, Decommi- Assets other Plant and  furniture and ssioning under improvements machinery  equipment  asset construction Total  Depreciation GBP GBP GBP GBP GBP GBP At 1 January 2016 694 534 7 223 551 708 196 398 614 – 9 024 895 Depreciation charge for the period 23 781 365 481 20 832 – – 410 093 Exchange rate movements 116 016 1 206 634 118 298 66 585 – 1 507 533 Disposals – – – – – – –––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––– At 30 June 2016 834 331 8 795 665 847 326 465 200 – 10 942 522 Depreciation charge for the period 31 662 738 839 79 000 60 675 – 910 176 Exchange rate movements 145 399 1 512 228 148 259 83 449 – 1 889 334 Disposals (498 229) (5 154 390) (586 649) (4 311) – (6 243 578) –––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––– At 31 December 2016 513 162 5 892 343 487 936 605 012 – 7 498 454 Depreciation charge for the period 27 853 808 787 7 545 – – 844 185 Exchange rate movements (5 945) (68 269) (5 653) (7 010) – (86 877) Disposals – – – – – – –––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––– At 30 June 2017 535 070 6 632 862 489 827 598 003 – 8 255 761 –––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––– –––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––– Net book value At 30 June 2016 455 572 4 898 807 62 822 1 095 614 902 951 7 415 766 –––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––– –––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––– At 31 December 2016 507 972 6 441 765 83 113 1 213 497 – 8 246 346 –––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––– –––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––– At 30 June 2017 474 233 5 558 343 74 606 1 199 437 230 891 7 537 510 –––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––– –––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––– Depreciation expense is charged to cost of sales (period ended 30 June 2016: £410 093 and period ended 30 June 2017: £844 185). 107

88. 13. Inventories 31 Dec 2016 31 Dec 2015 31 Dec 2014 £ ££ Finished goods 4 758 333 3 255 755 2 721 040 Work in progress 1 855 877 3 182 720 4 932 550 Raw materials 795 989 483 209 471 155 Consumable stores 3 383 524 2 100 924 1 964 616 ––––––––––––––––––––––––––––––––––––– Total 10 793 723 9 022 609 10 089 361 ––––––––––––––––––––––––––––––––––––– ––––––––––––––––––––––––––––––––––––– The amount of write-down of inventories due to net realisable value provision requirement is £ nil (2015 and 2014: £ nil). 14. Trade and other receivables 31 Dec 2016 31 Dec 2015 31 Dec 2014 £ ££ Trade receivables – RSA* 7 003 029 5 094 152 6 127 672 Other receivables – RSA 713 230 435 528 587 138 Other receivables – USA 3 494 315 8 058 535 7 397 623 Prepaid expenses – RSA 154 287 103 884 121 339 ––––––––––––––––––––––––––––––––––––– Total 11 364 861 13 692 099 14 233 772 ––––––––––––––––––––––––––––––––––––– ––––––––––––––––––––––––––––––––––––– South African trade receivables are non-interest bearing and are generally on 15 – 90 day terms. There were no indicators of impairment at the year end. * The ageing of RSA trade receivables is as follows: 31 Dec 2016 31 Dec 2015 31 Dec 2014 £ ££ Not past due 1 995 193 965 142 1 835 644 Past due 1-30 days 126 048 77 470 314 394 Past due 31-90 days – – 110 865 Past due over 91 days** 4 881 788 4 051 540 3 866 769 ––––––––––––––––––––––––––––––––––––– Total 7 003 029 5 094 152 6 127 672 ––––––––––––––––––––––––––––––––––––– ––––––––––––––––––––––––––––––––––––– ** At 31 December 2016, Vametco Alloys had 1 customer (2015: 1 customer and 2014: 1 customer) that owed £4  555 258 (2015: £4 051 495 and 2014: £4 146 597) and accounted for approximately 62.0 per cent. (2015: 71.9 per cent. and 2014: 56.6 per cent.) of South African trade and other receivables. This customer was Evraz Stratcor, Inc. (“ESI”), a subsidiary of Evr az Group, S.A. ESI and Vametco Alloys entered into a contract for ESI to sell Nitrovan, produced by Vametco Alloys, in the USA. The Nitrovan is held on consignment in USA warehouses until released to final customer. Net sales are recorded by Vametco Alloys at gross sales less 5 per cent. commission due to ESI at the time of release to final customer. All port and warehousing costs incurred by ESI are invoiced to Vametco Alloys. The amounts due by ESI to SMC at 31 December 2016 amounted to £3 494 315 (2015: £8 058 534 and 2014: £7  397 623) and accounted for 100 per cent. (2015: 100 per cent. and 2014: 100 per cent.) of USA other receivables. The directors consider that the carrying amount of trade and other receivables approximates to their fair value. 88

110. Provision for future environmental rehabilitation costs are made on a progressive basis. Estimates are based on costs that are regularly reviewed and adjusted as appropriate for new circumstances. Vametco Alloys makes full provision for the future cost of rehabilitating mine sites and related production facilities on a discounted basis at the time of developing the mine and installing and using those facilities. The rehabilitation provision represents the present value of rehabilitation costs relating to mine sites, which are expected to be incurred up to 2037, which is when the producing mine properties are expected to cease operations. These provisions have been created based on the SMC Group’s internal estimates. Assumptions based on the current economic environment have been made, which management believes are a reasonable basis upon changes to the assumptions. However, actual rehabilitation costs will ultimately depend upon future market prices for the necessary rehabilitation works required that will reflect market conditions at the relevant time. Furthermore, the timing of rehabilitation is likely to depend on when the mines cease to produce at economically viable rates. This, in turn, will depend upon future vanadium prices, which are inherently uncertain. 11. Dividend Payable 30 Jun 2017 31 Dec 2016 30 Jun 2016 £££ (unaudited) (audited) (unaudited) Total dividends payable 3 738 287 3 534 278 2 872 559 –––––––––––––––––––––––––––––––––––– –––––––––––––––––––––––––––––––––––– Dividends payable represents amounts payable to Evraz Group S.A. (“Evraz”) and Sojitz Noble Alloys Corporation (“Sojitz USA”), the two shareholders of SMC. SMC has three classes of common stock in issue: ● Class A common stock has no par value and shareholders have no voting rights, but are eligible for cash dividends. 972,832 shares were authorised (30 June 2016 and 2017), with 97,047 shares issued to Evraz (30 June 2016 and 2017). ● Class B common stock has no par value and shareholders have voting rights, but are not eligible for cash dividends. 1,000 shares were authorised (30 June 2016 and 2017), with 100 shares issued to Evraz (30 June 2016 and 2017). ● Class C common stock has no par value and shareholders have no voting rights, but are eligible for cash dividends. 26,168 shares were authorised and issued to Sojitz USA (30 June 2016 and 2017) The dividends due and payable to Evraz at the end of each period were as follows: ● 30 June 2016: US$ 1 348 810 (£1 006 684) ● 31 December 2016: US$ 1 348 810 (£1 096 178) ● 30 June 2017: US$ 1 348 810 (£1 039 892) Holders of Class C common stock are entitled to receive semi-annual dividends of $19.11 per share. The dividends due and payable to Sojitz USA at the end of each period were as follows: ● 30 June 2016: US$ 2 500 000 (£1 865 875) ● 31 December 2016: US$ 3 000 000 (£2 438 100) ● 30 June 2017: US$ 3 500 000 (£2 698 395) 110

152. market (and being admitted to trading on AIM will not constitute a listing for these purposes) no charge to UK stamp duty or SDRT should arise on their subsequent transfer. If the Ordinary Shares do not qualify for this exemption their transfer on sale will be subject to stamp duty (ordinarily payable by the purchaser and generally at the rate of 0.5 per cent. of the consideration given subject to a de minimis limit) save in respect of shares held in a clearance service or in a depositary receipt arrangement in respect of which other provisions may apply. Shareholders and prospective investors should consult their own professional advisers on whether an investment in an AIM security is suitable for them. Companies whose shares trade on AIM are deemed to be unlisted for the purposes of certain areas of UK taxation. Guernsey taxation The following information is intended as a general guide only and is provided in summary form based on legislation and published Guernsey tax authority practice as it exists at the present time. The information relates to the tax position of Shareholders in the capital of the Company that are resident in Guernsey or elsewhere for tax purposes, holding shares as investments. The statements below do not constitute advice to any Shareholder on their personal tax position, and may not apply to certain classes of Shareholders such as dealers in securities, persons who have acquired their Ordinary Shares by reason of any office or employment, insurance companies or collective investment schemes. The summary is not exhaustive and does not generally consider tax reliefs and exemptions. Any person who is in any doubt about their tax position, or who is subject to taxation in any jurisdiction other than that of Guernsey, should consult their own professional advisers without delay. Investors should note that tax law and interpretation can change and that in particular the levels and basis of and reliefs from taxation may change (possibly with retrospective effect). The Company The Company is resident for tax purposes in Guernsey and is subject to the company standard rate of income tax in Guernsey, currently charged at the rate of 0 per cent. The Company will be taxed at the company standard rate of income tax provided the income of the Company does not include income arising from: ● certain types of banking business; ● the provision of custody services when carried on by an institution or business that carries on certain types of banking business; ● trading activities regulated by the Guernsey Competition and Regulatory Authority; ● the importation and/or supply of gas or hydrocarbon oil in Guernsey; ● large retail business carried on in Guernsey where the company has taxable profits arising or accruing from which in any year of charge exceed £500,000; ● the ownership of land and buildings situate in Guernsey; ● the carrying on of regulated activities within the meaning of the Regulation of Fiduciaries, Administration Businesses and Company Directors, etc. (Bailiwick of Guernsey) Law, 2000, as amended, by a licensed fiduciary within the meaning of that law; ● the provision to an unconnected third party of any administrative, secretarial or clerical services in relation to a controlled investment (within the meaning of the Protection of Investors (Bailiwick of Guernsey) Law, 1987, as amended); ● the carrying on of insurance business which is domestic business within the meaning of the Insurance Business (Bailiwick of Guernsey) Law, 2002, as amended, by a licensed insurer within the meaning of that law; ● the carrying on of business as an insurance manager or as an insurance intermediary within the meaning of the Insurance Managers and Insurance Intermediaries (Bailiwick of Guernsey) Law, 2002, as amended, by a licensed insurance manager or intermediary within the meaning of that law; or ● from 1 January 2018, the provision of investment management services to certain clients. 152

247. J3727 Bushveld Minerals Ltd_Vametco CPR Update_RSA Page: 74 15 MINERAL ASSET VALUATION METHODOLOGY The generally accepted valuation approaches that may be used to derive a value for a mineral asset are summarised in Table 15-1. Table 15-1 Valuation approaches Approach Market based Income based Cost based Of these, the market approach is the only direct measurement of market value and is generally one of the preferred approaches. All the other methods determine a value based on technical analysis of some aspects of the subject property. Such a technical value then has to be adjusted by a competent valuer ("Practitioner" in VALMIN 2015) to reflect an estimated Market Value. The most appropriate application of the various methods depends on careful consideration of several factors and the VALMIN Code 2015 states that: “A Practitioner must make use of Valuation Methods that are suitable for the Mineral Assets under consideration. Selection of an appropriate Valuation Method will depend on such factors as the: x nature of the Valuation; x development status of the Mineral Assets, and x extent and reliability of available information.” The VALMIN Code 2015 classifies the level of asset development according to the following categories: “Exploration Projects” are assets where mineralisation and a Mineral Resource may or may not have been identified “Pre-Development Projects” refers to properties where Mineral Resources have been estimated (possibly incompletely) but where a decision to proceed with development has not been made. Properties at the early assessment stage, properties for which a decision has been made not to proceed with development, properties on care and maintenance and properties held on retention 247

456. ______________________________________________________________________________________________________________________________ J2518: CPR and updated MRE for the Mokopane Fe-V-Ti Project Page: 141 October 2017 18 RECOMMENDATIONS Trenching, rather than drilling is recommended in order to expose and sample in-situ weathered material of the N-Q Zone and MML + HW for detailed ore characterisation test work and bulk density measurements. The current fence line spacing of 500 m to 600 m along strike for the MML, MML HW and P-Q Zone should be halved, to potentially increase the level of confidence in the Mineral Resource to “Measured”. The infill drilling can be limited to the most prospective portion of the license area and to depths of 120 m for the MML and 200 m for the P-Q Zone respectively. It is recommended for the MML + HW to site the drill collars in such a way that all the VTM layers of the HW VTM mineralisation are intersected in each infill drillhole. The MML + HW and the P-Q Zone can potentially be extended northwards into the farms Malokong and Vogelstruisfontein through a reconnaissance drilling programme in conjunction with ground geophysical surveys. Sampling intervals for the MML + HW can be increased in future sampling programmes to at least one metre, instead of the current 50 cm, provided that the geological contacts are honoured. Multi-element analyses should be carried out on samples from selected drillholes to determine concentration levels of all potentially beneficial and deleterious elements in the Phosphate Zone. Due to the observed differences in TiO 2 values in duplicate samples of the primary lab and between the primary and umpire lab, it is recommended to verify and validate TiO 2 values below 7% as part of the metallurgical test work. 18.1 Scope and Budget for future Exploration Activities A budget has been proposed by BML for infill core drilling in order to increase the confidence level of the Mineral Resource classifications for MML, MML HW and the AB Zone. MSA has reviewed the proposed budget in South African Rand (“ZAR”) and considers the expenditure adequate to finance the activities as outlined in Table 18-1. Table 18-1 Planned Budget for Mokopane Project ZAR Exploration programme (24 months) Infill core drilling on MML, MML HW and AB Zone 2,300,000 Assaying of infill boreholes 400,000 Measured Mineral Resource Estimate on MML, MML HW and AB Zone 900,000 Subtotal 3,600,000 Contingency (10%) 360,000 Grand Total 3,960,000 Note: Above expenditure excludes Corporate and Administration costs 456

31. the years ending 31 December 2018 and 31 December 2019 and (ii) a further payment to be made on publication of the Vametco Holdings accounts for the year ended 31 December 2020 (“ 2020 Accounts ”) to be calculated by reference to the EBITDA of Vametco Holdings for the period covered by the 2020 Accounts. The Consideration Shares will represent 6.34 per cent. of the Enlarged Issued Share Capital and will be issued credited fully paid. Pursuant to the Acquisition Agreement the Seller has also agreed to enter into the Seller OMA. Completion of the Acquisition Agreement is conditional on inter alia the passing of the Acquisition Resolution by Shareholders at the General Meeting, and Admission. Further details of the Acquisition Agreement are set out in paragraph 9.1 of Part VIII of this document. 6 Reasons for the Acquisition The Acquisition will increase the Company’s indirect interest in Vametco Holdings from 26.6 per cent. to 59.1 per cent. The Directors believe that the Acquisition will benefit the Company and its shareholders for the following reasons: ● Increased exposure to vanadium, a commodity with a robust and growing demand profile amid a constrained and concentrated supply environment resulting in a sustained structural deficit with no significant new supply anticipated in the near future; ● Bushveld will own a majority shareholding in a high grade, low-cost open-cast and simple mining proposition with access to brownfield processing infrastructure that is being acquired for considerably less than its replacement cost; ● Vametco enjoys a significant c.3.5 per cent. share of the global vanadium market; ● The production base has the potential to expand within 3 years to over 5,000 mtV per annum, supported by one of the largest primary vanadium resource base in the world (under the ownership of Bushveld); ● Vametco has the potential to diversify its product range beyond its Nitrovan ® product; and ● The Acquisition is further aligned with the Company’s aspirations in the global energy storage space by providing capacity for potential electrolyte manufacturing. 7 Information on the Company’s other projects Vanadium Through Bushveld Resources, the Group is developing a significant low-cost integrated vanadium mining and processing platform. In addition to the Vametco vanadium project as described in paragraph 3 of this Part I, the Group’s vanadium resource base comprises interests in: ● The Mokopane Vanadium Project in Limpopo Province, with a 298 Mt Mineral Resource reported according to JORC guidelines. ● The Brits Vanadium Project in Brits, North West Province, which contains strike extensions of the Vametco mine and whose Mineral Resource quantum is yet to be determined; Together, the three deposits constitute one of the largest primary vanadium resource base globally, with a 439.6 Mt JORC-compliant Mineral Resource, including 54.62 Mt of JORC-compliant ore reserves (26.12 Mt at Vametco Mine, 28.5 Mt at the Mokopane Vanadium project). The vanadium grades are some of the highest primary grades in the world with as much as 2.01 per cent. V 2 O 5 (in magnetite). These high-grade deposits are located on the Bushveld Complex, which is host to one of the world’s largest primary vanadium resources. 7.1 Mokopane Vanadium Project The Mokopane Vanadium Project is a key part of Bushveld’s vanadium strategy. The project comprises one of the world’s largest primary vanadium resources as well as high in-situ (1.4 per cent.) and in-concentrate (1.60-1.75 per cent.) V 2 O 5 grades. 31

71. CONSOLIDATED STATEMENT OF CASH FLOWS For the three years ended 31 December 2016 Note 31 Dec 2016 31 Dec 2015 31 Dec 2014 £££ Operating activities Cash generated from operations 25.1 10 785 176 94 674 (998 782) Income tax paid (7 882 763) (216 234) (1 077 343) –––––––––––––––––––––––––––––––––––––––– Cash flows from/(used in) operating activities 2 902 413 (121 560) (2 076 125) –––––––––––––––––––––––––––––––––––––––– Investing activities Interest received 287 933 232 171 245 302 Purchase of property, plant and equipment 10 (1 207 701) (427 536) (565 389) (Increase) in restricted investment (569 276) (350 696) (403 077) –––––––––––––––––––––––––––––––––––––––– Cash flows used in investing activities (1 489 044) (546 061) (723 165) –––––––––––––––––––––––––––––––––––––––– Financing activities Interest paid (109 880) (230 581) 257 078 –––––––––––––––––––––––––––––––––––––––– Cash flows from financing activities (109 880) (230 581) 257 078 –––––––––––––––––––––––––––––––––––––––– Net increase/(decrease) in cash and cash equivalents 1 303 489 (898 202) (2 542 212) Cash and cash equivalents at the beginning of the financial year 2 560 675 4 442 413 7 307 253 Effects of foreign exchange rate movements 963 811 (983 536) (322 628) –––––––––––––––––––––––––––––––––––––––– Cash and cash equivalents at the end of the financial year 4 827 975 2 560 675 4 442 413 –––––––––––––––––––––––––––––––––––––––– –––––––––––––––––––––––––––––––––––––––– 71

188. J3727 Bushveld Minerals Ltd_Vametco CPR Update_RSA Page: 15 4.2 Previous Exploration and / or Development Exploration activities took place from 1960 to1982 by Union Carbide. In 2006, 6 diamond drillholes were drilled by Vametco. Historical exploration activities are summarised in Table 4-1. Table 4-1 Summary of Exploration Activities Year Drilling Method No. of Holes Purpose Mid 1960s Diamond 9 Assess the vanadium magnetite potential 1970 Diamond 6 Follow-up drilling to the earlier drilling campaign 1975-1976 Diamond 16 Outline the vanadium magnetite deposit and operational drilling for Open Pit Mining Percussion 28 1982 Diamond 16 Testing correlation between calcium and fracturing 2006 Diamond 6 Verify seam down-dip continuity of the magnetite rich layers Mineral Resource estimates considered all diamond core drilling results. Quality assurance/quality control (“QA/QC”) outside of the laboratory internal controls was not completed for the historical drilling. However, information from mining operations, which took place from the 1970’s, indicate a strong correlation between actual mined vanadium values and values determined from drilling. Due to the correlation, the results are considered acceptable to use in Mineral Resource estimation. 4.3 Previous Mineral Resource Estimates The previous Mineral Resource Estimate (“MRE”) was completed by VBKOM in April 2016. The results of the MRE are summarised in Table 4-2. 188

90. 17. Cash and cash equivalents 31 Dec 2016 31 Dec 2015 31 Dec 2014 £ ££ Cash and cash equivalents – ZAR 4 231 256 2 018 163 3 851 799 Cash and cash equivalents – USD 596 719 542 512 590 614 ––––––––––––––––––––––––––––––––––––– Cash and cash equivalents – Total 4 827 975 2 560 675 4 442 413 ––––––––––––––––––––––––––––––––––––– ––––––––––––––––––––––––––––––––––––– Cash and cash equivalents (which are presented as a single class of assets on the face of the Statement of Financial Position) comprise cash at bank and other short-term highly liquid investments with an original maturity of three months or less. The directors consider that the carrying amount of cash and cash equivalents approximates their fair value. 18. Trade and other payables 31 Dec 2016 31 Dec 2015 31 Dec 2014 £ ££ Trade payables 2 610 473 1 404 460 2 507 446 Other payables 777 042 599 979 881 425 Royalties 1 168 676 1 279 612 1 537 451 Related party payables 1 618 367 1 331 912 498 730 Accruals 824 795 629 613 1 140 030 ––––––––––––––––––––––––––––––––––––– Total 6 999 353 5 245 576 6 565 082 ––––––––––––––––––––––––––––––––––––– ––––––––––––––––––––––––––––––––––––– Trade and other payables principally comprise amounts outstanding for trade purchases and on-going costs. The average credit year taken for trade purchases is between 30 and 60 days. The SMC Group has financial risk management policies in place to ensure that all payables are paid within the pre-arranged credit terms. No interest has been charged by any suppliers because of overdue payment of invoices during the three years. The directors consider that the carrying amount of trade and other payables approximates to their fair value. 19. Surface lease provisions 31 Dec 2016 31 Dec 2015 31 Dec 2014 £ ££ As at 1 January 1 147 029 902 921 348 021 Additional provision 611 132 444 012 570 266 Exchange rate movements 431 728 (199 904) (15 366) Utilised during the year – – – ––––––––––––––––––––––––––––––––––––– As at 31 December 2 189 889 1 147 029 902 921 ––––––––––––––––––––––––––––––––––––– ––––––––––––––––––––––––––––––––––––– The provision is based on management’s best estimate of the expenditure required to settle the obligation for surface lease rentals to Co-owners, after finalisation of the surface lease agreements. The timing surrounding the actual payment of this liability is uncertain. 90

92. operations. These provisions have been created based on the SMC Group’s internal estimates. Assumptions based on the current economic environment have been made, which management believes are a reasonable basis upon changes to the assumptions. However, actual rehabilitation costs will ultimately depend upon future market prices for the necessary rehabilitation works required that will reflect market conditions at the relevant time. Furthermore, the timing of rehabilitation is likely to depend on when the mines cease to produce at economically viable rates. This, in turn, will depend upon future vanadium prices, which are inherently uncertain. The discount rate used in the calculation of the provision as at 31 December 2016 equalled 7.4 per cent. (2015: 7.1 per cent. and 2014: 6.8 per cent.). 22. Dividend Payable 31 Dec 2016 31 Dec 2015 31 Dec 2014 £ ££ Dividends payable 3 534 278 2 258 772 2 031 843 ––––––––––––––––––––––––––––––––––––– ––––––––––––––––––––––––––––––––––––– Dividends payable represents amounts payable to Evraz Group S.A. (“Evraz”) and Sojitz Noble Alloys Corporation (“Sojitz USA”), the two shareholders of SMC. SMC has three classes of common stock in issue: ● Class A common stock has no par value and shareholders have no voting rights, but are eligible for cash dividends. 972,832 shares were authorised (31 December 2016, 2015 and 2014), with 97,047 shares issued to Evraz (31 December 2016, 2015 and 2014). ● Class B common stock has no par value and shareholders have voting rights, but are not eligible for cash dividends. 1,000 shares were authorised (31 December 2016, 2015 and 2014), with 100 shares issued to Evraz (31 December 2016, 2015 and 2014). ● Class C common stock has no par value and shareholders have no voting rights, but are eligible for cash dividends. 26,168 shares were authorised and issued to Sojitz USA (31 December 2016, 2015 and 2014) The dividends due and payable to Evraz at the end of each financial year were as follows: ● 2014: US$ 2 156 310 (£1 388 103) ● 2015: US$ 1 348 810 (£909 772) ● 2016: US$ 1 348 810 (£1 096 178) Holders of Class C common stock are entitled to receive semi-annual dividends of $19.11 per share and other dividends on the same basis as Class A common stock. The dividends due and payable to Sojitz USA at the end of each financial year were as follows: ● 2014: US$ 1 000 000 (£643 740) ● 2015: US$ 2 000 000 (£1 349 000) ● 2016: US$ 3 000 000 (£2 438 100) 23. Contingent liabilities As required by the Minerals and Petroleum Resources Development Act of South Africa, a guarantee amounting to £4 356 806 before tax and £3 136 900 after tax (2015: £3 206 197 before tax and £2 308 462 after tax) was issued in favour of the Department of Mineral Resources for the unscheduled closure of the mine. This guarantee was issued on condition that a portion be deposited in cash with Guardrisk Insurance Company Ltd with restricted use by Vametco Alloys, as per the below: The restricted cash disclosed as a current asset consists of £1 917 812 (2015: £1 307 885 and 2014: £1 595 909) paid to Investec Bank Limited and £1 194 1229 (2015: £539 460 and 2014: £326 314) paid to Guardrisk Insurance Company Ltd, to enable Guardrisk Insurance Company Ltd to issue a guarantee to the Department of Mineral Resources for the mine’s environmental rehabilitation obligation. The insurance 92

86. 11. Residential properties 31 Dec 2016 31 Dec 2015 31 Dec 2014 £££ Land and buildings at fair value 2 458 804 2 237 254 2 736 590 –––––––––––––––––––––––––––––––––––––––– –––––––––––––––––––––––––––––––––––––––– The fair value of the residential property can be reconciled as follows: Fair value at the beginning of the year 2 237 254 2 736 590 2 573 290 Exchange rate movements 842 077 (605 872) – (Decrease)/increase in fair value (620 527) 106 536 163 300 –––––––––––––––––––––––––––––––––––––––– Fair value at the end of the year 2 458 804 2 237 254 2 736 590 –––––––––––––––––––––––––––––––––––––––– –––––––––––––––––––––––––––––––––––––––– Land and buildings comprise residential housing in Brits and Elandsrand, North West Province. Residential properties are stated at fair value, which has been determined based on valuations performed by Mr P.W. van der Merwe, an accredited independent valuer, as at 31 December 2016, 2015 and 2014. Mr P.W. van der Merwe is a Professional Associated Valuer with registration number 4647. The fair value represents the amount at which the assets could be exchanged between a knowledgeable, willing buyer and a knowledgeable, willing seller in an arms-length transaction. The following table analyses the non-financial assets carried at fair value, by valuation method. The different levels have been defined as follows: ● Quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1); ● Inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices) (Level 2); and ● Inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs) (Level 3). Fair value measurements at 31 December using Significant other observable inputs (Level2) Total ££ 31 December 2016 Residential property – South Africa 2 458 804 2 458 804 31 December 2015 Residential property – South Africa 2 237 254 2 237 254 31 December 2014 Residential property – South Africa 2 736 590 2 736 590 Level 2 fair values of residential properties have been derived using the following valuation techniques and key inputs were used in the valuation of the residential properties: i. Physical inspection of each property; ii. Consultations with estate agencies to discuss current sales market trends; and iii. Comparative sales reports for locations where properties are situated were obtained from the Deeds office. There are no level 1 or level 3 assets during 2014, 2015 or 2016. 86

294. _____________________________________________________________________________________________________________________________ J2518: CPR and updated MRE for the Mokopane Fe-V-Ti Project Page: iii October 2017 Table 1-1 Summary Table of BML’s Assets Asset License Holder BML’s Interest Status License expiry date License area Comments Mokopane Fe-V-Ti Project (Prospecting Right 95PR) in South Africa Pamish Investments No 39 (Pty) Ltd (“Pamish”) 64 % Exploration Prospecting Right (95PR) expired 15 March 2015; Pamish submitted application for Mining Right on 13 March 2015 which remains pending with DMR 10072.7949 ha Mineral Resource established from core drilling, core sampling and assaying Mokopane Fe-V-Ti Project (Prospecting Right 483PR) in South Africa Afro Multi Minerals (Pty) Ltd (“AMM”) 68.5% Exploration Prospecting Right (438PR) expired 6 March 2011; AMM submitted renewal application for a 3 year period on 3 March 2011; PR remains valid until application is granted or refused by DMR 1863.9378 ha Mineral Resource established from core drilling, core sampling and assaying The status of tenements is based on information and copies of documents provided by BML, which includes a legal opinion confirming that Pamish remains the PR holder for 95PR beyond the expiry date (15 March 2015) of Prospecting Right 95PR and during the processing period of the Mining Right application, submitted on 13 March 2015, until such time as the Right may be granted or refused by the Department of Mineral Resources (“DMR”). MSA has not independently verified, nor is it qualified to verify, the legal status of the Prospecting Rights and assumes that the Mokopane project will prove lawfully accessible for further exploration. The Prospecting Rights for the Project are held under two licences (see Table 1-1) and specific agreements and other issues are briefly listed below:  A Strategic Association Agreement between BML’s wholly owned holding company, Bushveld Resources Limited (“BRL”) and Izingwe Capital (Pty) Ltd created Pamish Investments No 39 (Pty) Ltd to which the Prospecting Right LP95PR has been transferred in terms of Section 11 of the Mineral and Petroleum Resources Development Act, Act 28 of 2002 (MPRDA)  A Strategic Investment Agreement between Afro Multi Minerals (Pty) Ltd, Pamish Investments No. 63 (Pty) Ltd, Amaraka Investments No. 85 (Pty) Ltd and BRL, based on which BRL acquired a 68.5% equity interest in Amaraka Investments No. 85 (Pty) Ltd. Prospecting right LP438PR is currently under renewal application, after which transfer to Amaraka from Afro Multi Minerals in terms of Section 11 of the MPRDA is planned  BRL has been cited in early 2013 as the third respondent in court proceedings instituted by Afro Multi Minerals (Pty) Limited (“AMM”), the holder of Prospecting Right 438 (“438PR”) that covers the farm Malokong 784 LR, which forms part of BRL’s licence area; No further developments in this regard since 2013 Whilst MSA made sufficient inquiry about the legal status of these Rights, this does not constitute a legal opinion. However, MSA is satisfied that the Rights and the corporate structure presented is a fair reflection of the current holdings. 294

24. 3.9 Mine – Infrastructure Fig 6: Layout of Infrastructure within Mining Area The mine has been operational since the 1970’s, therefore the infrastructure in the area is well established: ● The administrative offices, change houses, plant and workshops are all located to the south-western part of the property, close to the entrance ● Electricity is provided by a 22 kV power line that crosses the property on the southern side. This power line supplies enough electricity required to sustain the daily operations of the mine ● The plant on the mine and other facilities are supplied water that is sourced from six boreholes and a canal ● An agricultural aqueduct from Hartebeespoort Dam passes 500 m from the north-western corner of the property The mine uses of a combination of strip- and open pit mining techniques for ore extraction. The following key infrastructure exist on the mine: ● All production haul roads – in-pit as well as connecting mining pits with beneficiation facilities ● Beneficiation plant ● Workshops, fuel storage, stores and office buildings ● High tension power distribution ● Waste dumps and ore stockpile facilities ● Process water dams and slimes deposition facilities ● Security 3.10 Mining Methodology Figure 6 shows the general layout plan for the Vametco mine with the general position of the open pit/mining area shown. Mining has been taking place at the current site since 1967. Also, shown in the general layout plan are the plant and stockpile areas as well as other surface infrastructure. Vanadium-bearing magnetite is mined from the Bushveld Igneous Complex. The open pit has a strike of about 3.5 km in an east-west direction and the ore bodies (upper, middle and lower seams) dip at 17° to the north. Prior to mining in a particular area all vegetation cover and useable soil is removed and placed on a separate soil stockpile. Waste rock and ore are blasted at irregular intervals and removed to waste rock dumps or the primary crusher, respectively. Material is loaded onto 20 or 40-ton haul trucks using hydraulic shovels 24

248. J3727 Bushveld Minerals Ltd_Vametco CPR Update_RSA Page: 75 titles are included in this category if Mineral Resources have been estimated, even if no further valuation, technical assessment or advanced exploration is being undertaken. “Development Projects” are properties for which a decision has been made to proceed with construction and/or production, but which have not been co mmissioned or are not operating at design levels. “Production Projects” refers to mineral properties which have been commissioned and are in production. The various recognised valuation techniques attempt to provide the most accurate estimate of the asset value in each of these categories of project maturity. In some instances, a particular mineral property or project may include assets that logically fall under more than one of these categories. A guide to the use of the different approaches is summarised in Table 15-2. Table 15-2 Valuation approaches Valuation Approach Exploration Projects Pre-development Projects Development Projects Production Projects Market Yes Yes Yes Yes Income No In some cases Yes Yes Cost Yes In some cases No No The valuation must reflect the perceived “market value”, which is described in the VALMIN Code 2015 as “means the estimated amount of money (or the cash equivalent of some other consideration) for which the Mineral Asset should exchange on the date of Valuation between a willing buyer and a willing seller in an arm’s length transaction after appropriate marketing wherein the parties each acted knowledgeably, prudently and without compulsion” . Pre-development, Development and Mining Projects should have Measured, and Indicated Resources estimated, with technical parameters known or reasonably determinable with regard to mining and mineral processing. In such cases, a technical value of the asset can be derived with a reasonable degree of confidence by compiling a discounted cash flow (“DCF”) and determining the net present value (“NPV”). Where Mineral Resources are classified in only the Inferred category, reflecting a lower level of confidence and understanding, the application of mining parameters is not practicable and in most cases it would be inappropriate to value such Resources by applying the DCF/NPV approach. The argument also applies to a mineral asset where economic viability cannot be readily demonstrated for a Resource assigned to a higher confidence category (e.g. a feasibility study that shows marginal or sub-economic financial returns). In these instances, it is frequently appropriate to adopt the In Situ Resource (or "Yardstick") method of technical valuation for such assets. The In Situ Resource technique involves application of a heavy discount to the value of the total in-situ metal contained within the Resource. The discount is usually taken as a range of a certain fraction (or percentage) of the spot metal price as at the valuation date. The actual range varies for different commodities, being typically between 2 % and 4.5 % for gold and diamonds, and between 0.5 % and 3 % for base 248

349. _____________________________________________________________________________________________________________________________ J2518: CPR and updated MRE for the Mokopane Fe-V-Ti Project Page: 34 October 2017 Table 7-3 Stratigraphic units within the N-Q Zone (BML and MSA, 2014) Strat Code Layer Name Range of Thickness Average Thickness Description Q3 Upper “low-grade” zone 0.6 to 26.4 m 12.2 m Upper Q-Ti-magnetite zone, generally semi-massive Ti-magnetite. Contains significant internal waste in places Q2 Lower “high-grade” zone 5.5 to 14.0 m 11.3 m Lower Q-Ti-magnetite zone, generally massive ore Q1 Basal disseminated zone 1.7 to 4.0 m 3.3 m Basal zone, disseminated Ti-magnetite below the massive Q2 horizon PQPART Parting between the P and Q Ti-magnetites 1.2 to 6.5 m 3.8 m Barren zone of gabbronorite separating the P and Q Ti-magnetite layers PMAG P - Ti-magnetite 0.6 to 9.0 m 2.8 m P-Ti-magnetite zone, generally massive, but with some internal waste and often containing more sulphides than the Q horizon PFWDISS P - Ti-magnetite disseminated footwall mineralisation 3.7 to 19.0 m 14.1 m A zone of disseminated mineralisation in the footwall to the more massive P-Ti-magnetite, lower grade but nonetheless significant PQFW P-Q footwall 3.4 to 36.1 m 14.1 m Barren gabbronorite footwall below the disseminated footwall OMAG O - Ti-magnetite 0.1 to 1.2 m 0.3 m Narrow Ti-magnetite marker band OFW O - Ti-magnetite footwall 1.5 to 15.1 m 11.3 m Barren zone between the N and O Ti-magnetites NMAG N - Ti-magnetite 0.1 to 3.0 m 0.5 m Narrow Ti-magnetite marker band Note: Above thicknesses are true thicknesses as determined from the Mineral Resource block model BML intersected the N-Q Zone i n 18 deep holes with drilled thicknesses between 58 and 95 m and an average drilled thickness of approximately 78 m. The MRE in Section 14 are estimated for each individual mineralised stratigraphic unit within the N-Q Zone and include drillhole BV-1 drilled by the CGS in 1991. The sulphide content in the P-Q Zone varies between trace (<0.5% visible sulphide) and moderately disseminated (2% to 5% visible sulphide) with rare occurrences of semi-massive bands or stringers which are generally less than a few centimetres wide and appear to be restricted to the base of the P Layer (PMAG). Phosphorus-bearing minerals appear to be generally rare, or absent in the P-Q Zone except for a 6 m to 9 m wide, VTM-poor leucocratic interval which was only observed in two drillholes VK2 and VK16. This interval occurs within the Q3 unit and has average P 2 O 5 concentrations of 0.5% and 0.7% for VK2 and VK16 respectively. Apatite-bearing rocks with P 2 O 5 concentrations of between 1% and 5% occur immediately above the P-Q Zone and are a common feature in the overlying uppermost portion of the Upper Zone (Ashwal et al ., 2005). A geological log and compositional variations of Fe 2 O 3 , V 2 O 5 , TiO 2 and P 2 O 5 through the N-Q Zone are shown in Figure 7-17 for drillhole VK7, which intersected a particularly thick N-Q Zone. The N and O Layers in drillhole VK7 are at hole depths of approximately 143 m and 139 m respectively. 349

14. GLOSSARY OF TECHNICAL TERMS Archean The oldest rocks of the Precambrian era, older than about 2,500 million years amsl above mean sea level anorthosite Intrusive igneous rock characterized by a predominance of plagioclase feldspar (90 – 100%), and a minimal mafic component apatite Apatite is the principal phosphate mineral, Ca5(PO4)3(F,Cl,OH) and used in the manufacture of fertilizer basement The igneous and metamorphic crust of the earth, underlying sedimentary deposits Bushveld Complex A large igneous intrusion within the Earth’s crust in northern South Africa, which has been tilted and eroded and now outcrops around what appears to be the edge of a great geological basin, the Transvaal Basin. Hosts some of the world’s largest platinum, chrome, and vanadium deposits diamond drilling Method of obtaining cylindrical core of rock by drilling with a diamond set or diamond impregnated bit Dip and dip direction The dip direction is the azimuth of the direction of the dip as projected to the horizontal, which is 90° off the strike angle dyke A tabular body of intrusive igneous rock, crosscutting the host strata at an oblique angle fault A fracture or fracture zone, along which displacement of opposing sides has occurred felsic Light coloured rocks containing an abundance of feldspars and quartz gabbro Belongs to a group of dark, coarse-grained, intrusive mafic igneous rocks chemically equivalent to basalt. Clinopyroxene is the dominant mafic mineral ha Hectare = 10,000 m 2 imaging Computer processing of data to enhance particular features Indicated Mineral Resource An Indicated Mineral Resource is that part of a mineral resource for which quantity, grade or quality, densities, shape and physical characteristics, can be estimated with a level of confidence sufficient to allow the appropriate application of technical and economic parameters, to support mine planning and evaluation of the economic viability of the deposit. The estimate is based on detailed and reliable exploration and testing information gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes that are spaced closely enough for geological and grade continuity to be reasonably assumed. (CIM definition) 14

361. _____________________________________________________________________________________________________________________________ J2518: CPR and updated MRE for the Mokopane Fe-V-Ti Project Page: 46 October 2017 Table 10-4 Summary of SN03 drilled on the P-Q Zone during 2013 and CGS drillhole BV-1 Drillhole ID Farm Easting Lo29 WGS84 Northing Lo29 WGS84 Elevation amsl (m) Depth of Hole (m) Ti-magnetite intersected Year drilled SN03 Schoonoord -23401.75 -2645873.57 1021.18 175.47 P-Q Zone 2013 BV-1* Bellevue -24959.82 -2646545.70 979.43 2949.50 N-Q Zone & MML 1991 BV-1* was drilled by the CGS in 1991 on the farm Bellevue In the first half of 2014, seven drillholes (AB1 to AB7) targeted the A-B Zone. Only AB4 and AB5 intersected the A-B Zone (AB1 to AB3 failed) and AB6 and AB7 were stopped after intersecting the MML. All seven holes (Table 10-5) were drilled by Diabor with a NWD4/TNW core diameter. Between November 2014 and March 2015 a further 43 drillholes were completed from which 11 holes targeted the A-B Zone and 32 holes the MML and MML HW (Table 10-5). All but four of the 43 holes intersected the targeted mineralisation and were drilled by Diabor with a NWD4/TNW core diameter. MSA used the geological and assay data from the 11 holes with A-B Zone intersections for the Mineral Resource modelling. BML informed MSA that the sampling and assaying of the boreholes drilled to intersect the MML and MML HW in 2014 and 2015 has not yet been completed. The collar positions of drillholes with MML, MML HW, P-Q Zone and Phosphate Zone intersections drilled from 2010 to 2015 were surveyed by a registered professional land surveyor using a real-time differential GPS and a base station. The coordinates and elevations are shown in Table 10-1 to Table 10-5, together with the drillhole depths and the intersected VTM mineralisation. The collar coordinates and elevations for stratigraphic holes VK1, VK3 and VL4 were determined with a handheld Garmin GPS and the accuracy is considered to be in the order of 5 m. These drillholes were not used in the Mineral Resource estimate (Section 14). The drillhole sites were rehabilitated and the position of the collars permanently marked with a cement beacon on which the hole number was engraved (Figure 10-1). Figure 10-1 Example of rehabilitated drillhole site (VK6) with cement beacon (MSA, 2012) 361

457. ______________________________________________________________________________________________________________________________ J2518: CPR and updated MRE for the Mokopane Fe-V-Ti Project Page: 142 October 2017 19 REFERENCES Ashwal L.D., Webb S.J. and Knoper M.W., 2005. Magmatic Stratigraphy in the Bushveld Northern Lobe: Continuous Geophysical and Mineralogical Data from the 2850 m Bellevue Drillcore. South African Journal of Geology, Vol.108 No. 2, 199-232 Barnes S.-J., Maier W.D. and Ashwal L.D., 2004 . Platinum-group element distribution in the Main Zone and Upper Zones of the Bushveld Complex, South Africa. Chemical Geology, 208. 294-317 Cawthorn R.G. and Molyneux T.G., 1986. Vanadiferous Magnetite Deposits of the Bushveld Complex. Mineral Deposits of Southern Africa. Vol. 2. The Geological Society of South Africa. 1251-1265 Cheshire, P., 2011. Vanadium, Titanium and Magnetite potential on Vliegekraal 783LR, Vogelstruisfontein 765LR and Vriesland 781LR Farms, Mokopane District. Prospecting Report for Frontier Platinum Resources (Pty) Ltd, 53 pages and 6 Appendices Honour, V., 2014 . Possible controls on Fe-Ti-P mineralisation in the Upper Zone of the Bushveld Complex, South Africa. University of Oxford, Unpublished MSc Thesis, 88 pages Irvine, T.N., Keith, D.W. and Todd, S.G., 1983. The J-M platinum-palladium reef of the Stillwater Complex, Montana; II. Origin of double-diffusive convective magma mixing and implications for the Bushveld Complex. Economic Geology, 78, 1287-1334 JORC CODE, 2012. Australian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (The JORC Code), 2012 Edition Klemm, D.D., Von Gruenewaldt, G., Henckel, J., and Dehm, R., 1985 . The geochemistry of titanomagnetite in magnetite layers and their host rocks of the eastern Bushveld Complex. Economic Geology, V 80, 1075-1088 Knoper, M.W. and von Gruenewaldt, G., 1996 . The Bellevue (BV-1) borehole core log, 2.9 km of Bushveld Complex Stratigraphy (northern lobe), available online at www.rockscape.org Molyneux, T.G., 1970. The geology of the area in the vicinity of Magnet Heights, Eastern Transvaal, with special reference to the magnetic iron ore. Geol. Soc. S. Afr., Special Publication 1, 228-241 Molyneux, T.G., 1974. A geological investigation of the Bushveld Complex in Sekhukhuneland and part of the Steelpoort valley, Transactions of the Geological Society of South Africa, 77, 329- 338 Mucina, L. and Rutherford, M.C., 2006. Editors: The Vegetation of South Africa, Lesotho & Swaziland, published by SANBI 457

458. ______________________________________________________________________________________________________________________________ J2518: CPR and updated MRE for the Mokopane Fe-V-Ti Project Page: 143 October 2017 Profercy Phosphate & NPKs: http://www.profercy.com/profercy-phosphate/ Reichhardt, F.J., 1994. The Molopo Farms Complex, Botswana: history, stratigraphy, petrography, petrochemistry and Ni-Cu-PGE mineralisation. Exploration Mining Geology, 3: 264– 284 SACS, 1996. South African Committee for Stratigraphy. Handbook 8 of the Geological Survey, 4th Edition SAMREC CODE, 2007 . The South African Code for the Reporting of Exploration Results, Mineral Resources and Mineral Reserves. (THE SAMREC CODE), 2007 Edition Schutte, D.J., 1980 . Vanadium-bearing Magnetite Layers on the farm Molendraai and others, Lebowa. Geological Survey of South Africa, Report No. 1980-0274 The MSA Group, 2011. JORC Competent Person’s Report and Mineral Resource Estimate for the Mokopane Fe-V-Ti Project covering the farms Vriesland 781LR, Malokong 784LR and Vogelstruisfontein 765LR, Report for Bushveld Resources Limited, 109 pages and 2 appendices The MSA Group, 2013 . JORC Competent Person’s Report and Mineral Resource Estimate for the Mokopane Fe-V-Ti Project, Limpopo Province, South Africa. Report for Bushveld Minerals Limited, 111 pages and 4 appendices The MSA Group, 2015 . JORC Competent Person’s Report and Mineral Resource Estimate for the Mokopane Fe-V-Ti Project, Limpopo Province, South Africa. Report for Bushveld Minerals Limited, 136 pages and 4 appendices The MSA Group, 2016. Mokopane Vanadium Project, Pre-Feasibility Study prepared for Bushveld Minerals Limited; 521 pages and 27 appendices Van der Merwe, M.J., 1978. The Geology of the Basic and Ultramafic Rocks of the Potgietersrus Limb of the Bushveld Complex. Unpub. PhD Thesis. University of the Witwatersrand, Johannesburg VanMag Project, 2009 . Updated Mineral Resource Statement and Mine Plan Prepared by MSA Geoservices (Pty) Ltd on behalf of Vanadium and Magnetite Exploration and Development Company SA (Pty) Ltd (“VanMag”) 9 November 2009. Former Continental Capital Ltd and Demindex websites (now discontinued) Von Gruenewaldt, G. 1973 . The Main and Upper Zone of the Bushveld Complex in the Roossenekal area, Eastern Transvaal. Trans. Geol. Soc. S. Afr. 76, 207-227 Wilhelm H.J., Zhang H., Chen F.L., Elsenbroek J.H., Lombard M. and de Bruin D., 1997 . Geochemical exploration for platinum-group elements in the Bushveld Complex, South Africa. Mineralium Deposita, 32, 349-361 458

6. DIRECTORS, COMPANY SECRETARY AND ADVISERS Directors Ian Watson Non-Executive Chairman Fortune Mojapelo Chief Executive Officer Geoff Sproule Chief Financial Officer Anthony Viljoen Non-Executive Director Jeremy Friedlander Non-Executive Director Company Secretary Oak Trust (Guernsey) Limited Registered Office 18-20 Le Pollet St Peter Port Guernsey GY1 1WH Nominated Adviser and Broker SP Angel Corporate Finance LLP Prince Frederick House 35-39 Maddox Street London W1S 2PP UK Auditors RSM UK Audit LLP 25 Farringdon Street London EC4A 4AB UK Reporting Accountants RSM Corporate Finance LLP 25 Farringdon Street London EC4A 4AB UK Solicitors to the Company Gowling WLG (UK) LLP as to English law 4 More London Riverside London SE1 2AU UK Solicitors to the Company Carey Olsen as to Guernsey law Carey House Les Banques St Peter Port Guernsey GY1 4BZ Solicitors to the Company ENSafrica as to South African Law 150 West Street Sandton Johannesburg 2196 South Africa Solicitors to the Company John W Ffooks & Co as to Madagascan Law Immeuble Assist – 1st Floor Ivandry Antananarivo 101 Madagascar 6

193. J3727 Bushveld Minerals Ltd_Vametco CPR Update_RSA Page: 20 5 GEOLOGICAL SETTING AND MINERALISATION 5.1 Regional Geology Vanadium mineralisation occurs within vanadium-bearing titaniferous magnetite-rich layers that occur within the Upper Zone of the Rustenburg Layered Suite of the Bushveld Complex. The magnetite-rich layers are concordant, continuous along strike and down-dip, but vary in thickness. The Bushveld Complex intruded Pretoria Grou p meta-sedimentary rocks of the Transvaal Supergroup approximately 2,060 million years ago. The mafic rocks, known as the Rustenburg Layered Suite, comprise five distinct zones: x Marginal Zone; x Lower Zone; x Critical Zone; x Main Zone; and x Upper zone. The base of the Upper Zone is identified by the first occurrence of cumulus magnetite. The Upper Zone has been divided into three different sub-zones, namely: x Subzone A - at the base; x Subzone B - cumulus Fe-rich olivine appears; and x Subzone C - where apatite appears as an additional cumulus phase. A total of 25 layers of cumulus magnetite exist within the Upper Zone. The fourth layer, known as the Main Magnetite layer, is the most prominent. The magnetite-rich layers vary considerably in thickness, as well as concentrations of magnetite, vanadium pentoxide and titanium dioxide. The highest vanadium contents occur in the lowermost layers, which are characterised by grades of around 1.6 % V 2 O 5 . This concentration decreases to about 0.25 % higher up in the stratigraphy. The titanium content varies and has an inverse relationship to the vanadium content. Titanium contents vary from about 11 % in the lowest layer to about 18 % TiO 2 in the top layer. Most of the vanadium is present in the magnetite grains, where it substitutes for trivalent iron. 5.2 Local Geology Both the Main Zone and the Upper Zone occur on the Mining Right. The mafic layers are east-west striking and north dipping, with an average dip of 19°. The lithologies associated with the Main Zone are gabbro, norite, and locally anorthosite and pyroxenite bands. The lithologies in the Upper Zone, that occurs on the northern part of the Property, includes magnetite–bearing gabbro, norite, diorite and some anorthosite and magnetite layers. A geological map of the Mineral Rights area is provided in Figure 5-1 and a schematic cross section through the mineralised stratigraphy is provided in Figure 5-2. 193

465. ______________________________________________________________________________________________________________________________ J2518: CPR and updated MRE for the Mokopane Fe-V-Ti Project Page: 150 October 2017 Measured Mineral Resource A Measured Mineral Resource is that part of a mineral resource for which quantity, grade or quality, densities, shape and physical characteristics are so well established that they can be estimated with confidence sufficient to allow appropriate application of technical and economic parameters, to support production planning and evaluation of the economic viability of the deposit. The estimate is based on detailed and reliable exploration, sampling and testing information gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes that are spaced closely enough to confirm both geological and grade continuity. (CIM definition) metamorphism Alteration of rock and changes in mineral composition, most generally due to increase in pressure and/or temperature norite Belongs to a group of dark, coarse-grained, intrusive mafic igneous rocks chemically equivalent to basalt. Orthopyroxene is the dominant mafic mineral olivine A dark-coloured magnesium iron silicate with the formula (Mg,Fe) 2 SiO 4 Palaeozoic An era of geologic time between the Late Precambrian and the Mesozoic era, 545 Ma to 251 Ma ago petrography The description and classification of rocks Percussion drilling PGE Drilling by means of an air hammer which breaks the rock into chips which are brought to surface by air circulation Platinum Group Elements plagioclase A rock-forming, light-coloured mineral belonging to the family of silicate minerals which occur in igneous rocks; (NaAlSi 3 O 8 – CaAl 2 Si 2 O 8 ) Precambrian Pertaining to all rocks formed before Cambrian time (older than 545 Ma) Proterozoic An era of geological time spanning the period from 2 500 Ma to 545 Ma before present ppm Parts per million. Measure used to describe very low concentrations of a particular element in a rock PR Prospecting Right pyroxene (ortho- and clino-) Important dark-coloured rock-forming silicate mineral, occurring in both orthorhombic, orthopyroxene (Mg,Fe) 2 Si 2 O 6 and monoclinic, clinopyroxene form Ca(Mg,Fe) Si 2 O 6 465

163. J3727 Bushveld Minerals Ltd_Vametco CPR Update_RSA Page: vii x Upper Zone. The Upper Zone is identified by the occurrence of cumulus magnetite above the Main Zone. Both the Main Zone and the Upper Zone of the Rust enburg Layered Suite occur on the Mining Right. The layers are east-west striking and north dipping, with an average dip of 19°. The lithologies associated with the Main Zone are gabbro, norite, and locally anorthosite and pyroxenite layers. The lithologies in the Upper Zone, that occurs on the northern part of the Property, includes magnetite–bearing gabbro, norite, diorite and some anorthosite and magnetite layers. Exploration Six diamond drillholes were drilled by Vametco in 2006 to verify seam down-dip continuity of the magnetite-rich layers. The data from cores recovered from this drilling campaign, in addition to records of historical drilling, were used for the Mineral Resource Estimate. No QAQC was completed for assaying outside of the QAQC protocols used routinely by the laboratory. Historical exploration activities are summarised in Table 1 below. Table 1 Summary of Historical Drilling Activities at Vametco Year Drilling Method No. of Holes Purpose Mid 1960’s Diamond Drilling 9 Assess the vanadium magnetite potential 1970 Diamond Drilling 6 Follow-up drilling to the earlier drilling campaign 1975-1976 Diamond Drilling 16 Outline the vanadium magnetite deposit and operational drilling for open pit mining Percussion Drilling 28 1982 Diamond Drilling 16 Testing correlation between calcium and fracturing 2006 Diamond Drilling 6 Verify seam down-dip continuity of the magnetite-rich layers Mineral Resource Estimates The Mineral Resources presented herein have an effective date of 06 October 2017. The Mineral Resource estimate incorporates drilling data from holes completed by Union Carbide Exploration from the mid 1960’s until 1982 as well as from holes completed by Vametco in 2006. The Mineral Resource was prepared in accordance with the guidelines of the 2012 Edition of the JORC Code. To the best of the CP’s knowledge there are currently no title, legal, taxation, marketing, permitting, socio-economic or other relevant issues that may materially affect the Mineral Resource described in this report. The Mineral Resource estimate was conducted using Datamine Studio RM software, together with Microsoft Excel ™ and JMP for data analysis, and Leapfrog Geo for geological modelling. The 163

466. ______________________________________________________________________________________________________________________________ J2518: CPR and updated MRE for the Mokopane Fe-V-Ti Project Page: 151 October 2017 RC drilling Reverse circulation drilling. A percussion drilling technique in which the sample is brought to surface by air and/or water through the centre of the drill pipe SG or RD (relative density) Specific gravity (SG) is the ratio of the density of a rock or any other substance to the density of a reference substance (normally water which has a relative density or specific gravity of 1). SG is a dimensionless unit spinel A group of oxide minerals of various compositions, (Mg,Fe,Mn)(Al,Fe,Cr) 2 O 4 , commonly occurring as an accessory in basic igneous rocks strike Horizontal direction or trend of a geological structure thickness (apparent and true thickness) The thickness of a tabular formation as determined by drillhole intercepts. The apparent thickness will always be greater than the true thickness if the drillhole intersects the tabular body at any direction and angle other than perpendicular to the surface of the body. An intersection perpendicular (at a 90° angle) to the tabular body will provide the true thickness of this formation Ti-magnetite An iron oxide minerals (Fe 2 O 3 ) of the spinel group with a high titanium content (generally in excess of 5% TiO 2 ) tonne A metric tonne, 1,000 kg tectonic Pertaining to the forces involved in, or the resulting structures of, movement in the earth’s crust Transvaal Supergroup The Transvaal Supergroup consists of 2.65–2.05 Ga clastic, pelitic and chemical sediments with minor lava flows that surface in the Transvaal Basin which circumscribes the Bushveld Complex troctolite Mafic intrusive rock consisting of olivine, plagioclase and minor pyroxene ultramafic Igneous rocks consisting essentially of ferromagnesian minerals with trace quartz and feldspar. variography In spatial statistics, a process of graphing statistics which relate to the variance of the difference in value between pairs of samples to the distance between them. Allows the weighting of a sample value in terms of its distance from the point where an estimate of sample value is required VTM Vanadiferous and titaniferous magnetite; vanadium and titanium occur in the magnetite crystal structure as “solid solution” 466

116. STATEMENT OF FINANCIAL POSITION As at 28 February 2017 Note 28 Feb 2017 £ Assets Current assets Trade and other receivables 4 1 329 639 –––––––––––– Total current assets 1 329 639 –––––––––––– Total assets 1 329 639 –––––––––––– –––––––––––– Equity and liabilities Current liabilities Borrowings 5 1 329 539 –––––––––––– Total current liabilities 1 329 539 –––––––––––– Equity Issued capital 6 100 Reserves – –––––––––––– Equity attributable to owners of company parent 100 –––––––––––– Total equity and liabilities 1 329 639 –––––––––––– –––––––––––– 116

118. STATEMENT OF CASH FLOWS For the period ended 28 February 2017 28 Feb 2017 £ Profit before tax – Operating activities Cash generated from operations – Finance and investment income received – Finance charges paid – Income tax paid – –––––––––––– Cash flows from operating activities – –––––––––––– Investing activities Exclusivity fee paid (1 329 639) –––––––––––– Cash flows from investing activities 1 329 639 –––––––––––– Financing activities –––––––––––– Short-term borrowings raised 1 329 539 Share capital issued 100 –––––––––––– Cash flows from financing activities (1 329 639) –––––––––––– Net increase/(decrease) in cash and cash equivalents – Cash and cash equivalents at the beginning of the financial year – Effects of foreign exchange rate movements – –––––––––––– Cash and cash equivalents at the end of the financial period – –––––––––––– –––––––––––– 118

185. J3727 Bushveld Minerals Ltd_Vametco CPR Update_RSA Page: 12 The following key infrastructure exist on the mine: x all production haul roads – in-pit as well as connecting mining pits with beneficiation facilities; x beneficiation plant; x workshops, fuel storage, stores and office buildings; x high tension power distribution; x waste dumps and ore stockpile facilities; x process water dams and slimes deposition facilities; and x security. Figure 3-2 Layout of Infrastructure within Mining Area Source: VBKOM (2016) 185

309. _____________________________________________________________________________________________________________________________ J2518: CPR and updated MRE for the Mokopane Fe-V-Ti Project Page: xviii October 2017 7.1 Regional Geology........................................................................................................... ..................................................................................... 16 7.2 Correlation of Ti-Magnetite Layers ........................................................................................ ....................................................................... 18 7.3 Local Geology ....................................................................................................................................................................................................... 20 7.3.1 General ............................................................................................................................................................................................ 20 7.3.2 P-Q Ti-Magnetite Layers ................................................................................................. .......................................................... 21 7.3.3 Main Ti-Magnetite Group ................................................................................................. ........................................................ 22 7.3.4 Structure ............................................................................................................... .......................................................................... 24 7.4 Property Geology .......................................................................................................... ...................................................................................... 26 7.4.1 General ............................................................................................................................................................................................ 26 7.4.2 Main Ti-Magnetite Layer (MML) ........................................................................................... .................................................. 29 7.4.3 N-Q Ti-Magnetites (N-Q Layers) and disseminated foot - and hanging wall (N-Q Zone) ................................... 31 7.4.4 Structure ............................................................................................................... .......................................................................... 37 8 DEPOSIT TYPES AND MINERALISATION .............................................................................................. ...................................... 38 9 EXPLORATION ................................................................................................................... ............................................................ 40 9.1 Exploration appro ach and methodol ogy ...................................................................................... .............................................................. 40 9.2 Geophysical Surveys ........................................................................................................................................................................................... 42 10 DRILLING ...................................................................................................................... .................................................................. 43 10.1 Drilling Methods .................................................................................................................................................................................................. 43 10.2 Core Recovery and Geotech logging ............................................................................................................................... ............................. 48 10.3 Density Measurements ...................................................................................................................................................................................... 48 10.4 Downhole Geophysical Logging ............................................................................................. ....................................................................... 48 11 SAMPLE PREPARATION, ANALYSES AND SECURITY ..................................................................................... ........................... 49 11.1 Sampling Approach ........................................................................................................ .................................................................................... 49 11.2 Sampling Procedure ....................................................................................................... .................................................................................... 50 11.3 Sample Preparation ....................................................................................................... ..................................................................................... 52 11.4 Sample Analysis .......................................................................................................... ......................................................................................... 53 11.5 Sample Security ........................ .................................................................................. ......................................................................................... 54 11.6 Quality Assurance and Quality Control .................................................................................... .................................................................... 55 11.6.1 Blanks ................................................................................................................. ............................................................................. 57 11.6.2 Duplicates ............................................................................................................. ......................................................................... 60 11.6.3 Standards .............................................................................................................. ......................................................................... 62 11.6.4 Inter-Labor atory Compar ison ............................................................................................ ...................................................... 65 11.7 Adequacy of Sample Preparation, Security and Analyti cal Pro cedures........................................................ ..................................... 68 12 DATA VERIFICATION ............................................................................................................. ........................................................ 69 13 MINERAL PROCESSING AND METALLURGICAL TESTING .................................................................................. ...................... 70 13.1 Extractive Metallurgy .................................................................................................... ..................................................................................... 70 13.2 Pyro-metallurgy .......................................................................................................... ......................................................................................... 73 13.3 Hydro-metallurgy ................................................................................................................................................................................................ 73 13.4 Other Metallurgical Work ................................................................................................. ................................................................................ 74 14 MINERAL RESOURCE ESTIMATES .................................................................................................... ............................................ 75 309

91. 20. Post-retirement medical liability The following tables summarise the components of the net benefit expense recognised in the statement of comprehensive income and the amounts recognised in the statement of financial position. 31 Dec 2016 31 Dec 2015 31 Dec 2014 Net benefit expense (recognised in cost of sales) £ ££ Interest cost 156 160 58 613 81 121 Employee benefit payments (141 075) (144 604) (107 216) ––––––––––––––––––––––––––––––––––––– Net benefit expense/(income) 15 085 (85 991) (26 095) ––––––––––––––––––––––––––––––––––––– ––––––––––––––––––––––––––––––––––––– Benefit liability Present value of unfunded obligation 1 810 896 772 665 1 018 745 Sub-total included in profit or loss 15 085 (85 991) (26 095) Interest cost 156 160 58 613 81 121 Employee benefit payments (141 075) (144 604) (107 216) Actuarial changes arising from changes in financial assumption (55 392) 629 013 (278) ––––––––––––––––––––––––––––––––––––– Liability recognised in statement of financial position 1 770 589 1 315 687 992 372 ––––––––––––––––––––––––––––––––––––– ––––––––––––––––––––––––––––––––––––– The benefit comprises medical aid subsidies provided to qualifying retired employees. Actuarial valuations are made annually and the most recent valuation was made on 31 December 2016. Pension contributions are made to an umbrella fund called the Corporate Selection Retirement Fund which is administered by Liberty Corporate Benefits. 2016 2015 2014 Discount rate 9.10% 9.00% 7.90% Health care cost inflation 8.60% 8.80% 7.70% Average retirement age 77.1 years 76.4 years 75.8 years A one percentage point change in the assumed rate of healthcare costs would have the following effect on the present value of the unfunded obligation: Plus 1 per cent. – GBP 1.93 million; Less 1 per cent. – GBP 1.63 million. A one percentage point change in the assumed interest rate would have the following effect on the present value of the unfunded obligation: Plus 1 per cent. – GBP 0.17 million; Less 1 per cent. – GBP 0.14 million. 21. Environmental rehabilitation liability 31 Dec 2016 31 Dec 2015 31 Dec 2014 £ ££ As at 1 January 3 135 030 3 725 015 3 631 268 Unwinding of discount 319 311 205 922 245 836 Arising during the year through SOFP (17 976) 13 938 52 149 Exchange rate movements 1 179 990 (824 706) – Arising during the year through SOPL (19 150) 14 861 (204 238) ––––––––––––––––––––––––––––––––––––– As at 31 December 4 597 205 3 135 030 3 725 015 ––––––––––––––––––––––––––––––––––––– ––––––––––––––––––––––––––––––––––––– Provision for future environmental rehabilitation costs are made on a progressive basis. Estimates are based on costs that are regularly reviewed and adjusted as appropriate for new circumstances. Vametco Alloys makes full provision for the future cost of rehabilitating mine sites and related production facilities on a discounted basis at the time of developing the mine and installing and using those facilities. The rehabilitation provision represents the present value of rehabilitation costs relating to mine sites, which are expected to be incurred up to 2037, which is when the producing mine properties are expected to cease 91

93. company deposited this balance in a Money Market account and interest at a rate of 6.00 per cent. is earned on the net credit balance. The guarantee is valid for three years, commencing on 1 April 2015 and the funds are only available if the agreement is terminated with a three months’ notice period. 24. Capital commitments 31 Dec 2016 31 Dec 2015 31 Dec 2014 £ ££ Authorised and contracted for – 57 485 101 699 ––––––––––––––––––––––––––––––––––––– Total – 57 485 101 699 ––––––––––––––––––––––––––––––––––––– ––––––––––––––––––––––––––––––––––––– 25. Notes to the cash flow statement 25.1 Cash generated from operations 31 Dec 2016 31 Dec 2015 31 Dec 2014 £ ££ (Loss)/profit before taxation 783 942 (251 725) 4 222 792 Adjustments for: Finance income (287 933) (232 171) (245 302) Finance expense 585 352 495 116 69 880 Exchange gains 1 074 019 (940 732) (1 424 788) Exchange losses (394 316) 835 829 267 290 Depreciation 1 320 269 746 982 936 809 Loss on disposal of assets 63 903 85 169 34 884 Movement in provisions 418 525 (40 260) 648 807 ––––––––––––––––––––––––––––––––––––– Operating profit before working capital changes 3 563 761 698 208 4 510 372 Net movement in working capital (Increase)/Decrease in inventories 1 624 894 (1 167 001) (3 930 789) Decrease/(Increase) in accounts receivable 6 098 780 (618 345) (1 226 095) Increase/(Decrease) in accounts payable (502 259) 1 181 812 (352 270) ––––––––––––––––––––––––––––––––––––– Cash generated from operations 10 785 176 94 674 (998 782) ––––––––––––––––––––––––––––––––––––– ––––––––––––––––––––––––––––––––––––– 26. Financial instruments Financial Risk Factors The SMC Group’s activities expose it to a variety of financial risks: market risk (foreign exchange risk, cash flow interest rate risk and price risk), credit risk and liquidity risk. 26.1 Foreign exchange risk The SMC Group operates internationally and is exposed to foreign exchange risk resulting from international sales that are conducted in US dollar terms. Foreign currency transactions are translated into the measurement currency using the exchange rate prevailing at the dates of the transaction. Foreign exchange gains and losses resulting from the settlement of such transactions, and from the translation of monetary assets and liabilities denominated in foreign currencies, are recognised in the income statement, except when deferred in equity as qualifying cash flow hedges. There were no open forward exchange contracts at year-end. Total foreign sales during the year amounted to £36 080 110 (2015: £30 163 342 and 2014: £28 043 518). The average rate of exchange that was utilised for all 2016 international sales was R19.760/£ (2015: R19.264/£ and 2014: R17.923/£). 93

177. J3727 Bushveld Minerals Ltd_Vametco CPR Update_RSA Page: 4 Figure 2-2 Boundary lines of the Vametco Operations (bold) and other licences Table 2-1 Vametco Mine Property Coordinates (WGS84 LO29) ID Y-Coordinates X-Coordinates A -88,500.35 +2,827,573.16 B -90,954.98 +2,827,243.69 C -91,839.74 +2,827,530.57 D -92,117.33 +2,830,810.63 E -88,518.93 +2,831,115.17 H -87,464.74 +2,830,653.22 I -87,455.21 +2,828,822.81 J -87,675.54 +2,828,211.86 K -88,503.96 +2,828,262.36 Back to A -88,500.35 +2,827,573.16 2.2 Country Profile The Republic of South Africa (“South Africa”) is located on the southern tip of Africa with a land surface area of 1.2 million km 2 . South Africa is the second largest economy in Africa with the key economic sectors being mining services and transport, energy, manufacturing, tourism and agriculture. 177

331. _____________________________________________________________________________________________________________________________ J2518: CPR and updated MRE for the Mokopane Fe-V-Ti Project Page: 16 October 2017 7 GEOLOGICAL SETTING AND MINERALISATION 7.1 Regional Geology The Project Area is situated within the Northern Limb of the Bushveld Complex (“BC”), which is dated at 2,055 Million years (“Ma”) and lies within the north-central Kaapvaal Craton. The BC occurs as a series of interconnected intrusives comprising an ultramafic-mafic succession of layered rocks known as the Rustenburg Layered Suite (“RLS”), a series of quasi-contemporaneous granitic rocks (Lebowa Granite Suite) and felsic extrusive rocks (Rooiberg Group). The ultramafic-mafic layered rocks of the RLS are located in three main arcuate areas referred to as the Eastern, Western and Northern Limbs (Figure 7-1), which vary in thickness from less than 5 km to a maximum of 8 km. Figure 7-1 Geological map of the Bushveld Complex showing location of the 3 Limbs (after Kinnaird, 2004) The RLS is stratigraphically divided into five zones:  Marginal Zone, dominated by norites  Lower Zone (“LZ”), consisting of an alternating series of dunite and harzburgite  Critical Zone (“CZ”), comprising cyclic units of chromitite, pyroxenite, norite and anorthosite. The Lower Group chromitite layer LG6 and the Middle Group chromitite layer MG1 and/or MG2 are mined for their chromite content while the Upper Group chromitite layer UG2 and the Merensky Reef are exploited for platinum group metals (“PGM”)  Main Zone (“MZ”), containing gabbro norite, anorthosite and minor pyroxenite  Upper Zone (“UZ”), dominated by gabbroic rocks with intercalated anorthosite and magnetite-rich layers Pro j ect Area 331

463. ______________________________________________________________________________________________________________________________ J2518: CPR and updated MRE for the Mokopane Fe-V-Ti Project Page: 148 October 2017 EMP Environmental Management Plan facies The sum of the lithological (and palaeontological) characters of a particular rock fault A fracture or fracture zone, along which displacement of opposing sides has occurred feldspar A rock-forming, light-coloured mineral belonging to the family of silicate minerals which occur in igneous rocks; (KAlSi 3 O 8 – NaAlSi 3 O 8 – CaAl 2 Si 2 O 8 ) Ga Giga years (1 Ga = 1,000 million years) gabbro Belongs to a group of dark, coarse-grained, intrusive mafic igneous rocks chemically equivalent to basalt. Clinopyroxene is the dominant mafic mineral gabbronorite Belongs to a group of dark, coarse-grained, intrusive mafic igneous rocks chemically equivalent to basalt. Clinopyroxene and orthopyroxene are the dominant mafic mineral geophysical surveys Instrumental surveys measuring small variations in the earth’s magnetic field, gravity field or electrical conductivity (in addition to some other properties) related to local variations in rock type. Magnetic and some electrical methods can be carried out from an aircraft gneiss A coarse-grained, banded, high grade metamorphic rock gravity survey A geophysical survey technique which detects variations in the earth’s gravity field due to variations in the specific gravity of the underlying rock GPS Global Positioning System. A satellite based navigation system able to give real time positions to approx ±5 m in X and Y using simple hand held instruments ha Hectare = 10 000 m 2 ilmenite An iron, magnesium and titanium oxide ((Fe,Mg)TiO 3 ) Indicated Mineral Resource An Indicated Mineral Resource is that part of a mineral resource for which quantity, grade or quality, densities, shape and physical characteristics, can be estimated with a level of confidence sufficient to allow the appropriate application of technical and economic parameters, to support mine planning and evaluation of the economic viability of the deposit. The estimate is based on detailed and reliable exploration and testing information gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes that are spaced closely enough for geological and grade continuity to be reasonably assumed. (CIM definition) 463

473. ______________________________________________________________________________________________________________________________ J2518: CPR and updated MRE for the Mokopane Fe-V-Ti Project Page: 158 October 2017 Statement I, Jeremy Witley ( Insert full name(s) ) confirm that I am the Competent Person for the Report and:  I have read and understood the requirements of the 2012 Edition of the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (JORC Code, 2012 Edition).  I am a Competent Person as defined by the JORC Code, 2012 Edition, having 35 years’ experience that is relevant to the style of mineralisation and type of deposit described in the Report, and to the activity for which I am accepting responsibility.  I am Professional Geologist registered with the South African Council for Natural Scientific Professions (SACNASP), a ‘Recognised Professional Organisation’ (RPO) included in a list promulgated by ASX from time to time.  I have reviewed the Report to which this Consent Statement applies. I am a Principal Mineral Resource Consultant working for The MSA Group (Pty) Ltd (Insert company name) and have been engaged by Bushveld Minerals Limited (Insert company name) to prepare the documentation for Mokopane Fe-V-Ti Project (Insert deposit name) on which the Report is based, for the period ended 15 October 2017 (Insert date of Resource/Reserve statement) I have disclosed to the reporting company the full nature of the relationship between myself and the company, including any issue that could be perceived by investors as a conflict of interest. I verify that the Report is based on and fairly and accurately reflects in the form and context in which it appears, the information in my supporting documentation relating to Diamond Resources . 473

308. _____________________________________________________________________________________________________________________________ J2518: CPR and updated MRE for the Mokopane Fe-V-Ti Project Page: xvii October 2017 TABLE OF CONTENTS 1 EXECUTIVE SUMMARY ............................................................................................................. ....................................................... II 1.1 Purpose of Report ......................................................................................................... ........................................................................................ ii 1.2 Mineral Tenur e ............................................................................................................ ........................................................................................... ii 1.3 Location ............................................................................................................................... .................................................................................... iv 1.4 Geology ................................................................................................................... ................................................................................................ iv 1.5 Previous Work ............................................................................................................. .......................................................................................... vi 1.6 Previous Mineral Resource Estimates ....................................................................................... ..................................................................... vi 1.6.1 2010 and 2011 ........................................................................................................... .................................................................... vi 1.6.2 2012 .... ................................................................................................................ ............................................................................. vii 1.7 Recent Work and Current Mineral Resource Estimates (2013 to 2015) ......................................................... ..................................... x 1.7.1 Metallurgical Test Work ................................................................................................. ............................................................. x 1.7.2 Mineral Resource Estimates (2014) ............................................................................................................................... ........... x 1.7.3 Mineral Resource Estimates (2015) ............................................................................................................................... ........ xiv 1.8 Recommendations ........................................................................................................... ................................................................................... xv 2 INTRODUCTION .................................................................................................................. ............................................................. 1 2.1 Scope of Work ............................................................................................................. .......................................................................................... 1 2.2 Principal Sources of Information .......................................................................................... ............................................................................ 2 2.3 Qualifications, Experience and Independence ............................................................................... .............................................................. 2 3 RELIANCE ON OTHER EXPERTS ..................................................................................................... ................................................ 3 4 PROPERTY DESCRIPTION AND LOCATION ............................................................................................. ..................................... 4 4.1 Location of the Prospecting Area .......................................................................................... .......................................................................... 4 4.2 Mineral Rights over the Project Area and Agreements ....................................................................... ..................................................... 7 4.3 Surface Rights ............................................................................................................ ............................................................................................ 8 4.4 Mineral Resource .......................................................................................................... ........................................................................................ 9 4.5 Issuer’s Interest ......................................................................................................... ............................................................................................. 9 4.6 Royalties ................................................................................................................. .................................................................................................. 9 4.7 Environmental Li abilities ................................................................................................. .................................................................................. 10 4.8 Permits ................................................................................................................... ................................................................................................. 11 4.9 Project Risks ............................................................................................................. ............................................................................................. 11 5 ACCESSIBILITY, CLIMATE, LOCAL RESOURCES, INFRASTRUCTURE AND PHYSIOGRAPHY .................................................. 12 5.1 Accessibility ............................................................................................................. .............................................................................................. 12 5.2 Climate and Physiography .................................................................................................. ............................................................................. 12 5.3 Physiography .............................................................................................................. .......................................................................................... 12 5.4 Local Resources and Infrastructure ........................................................................................ ....................................................................... 12 6 HISTORY ....................................................................................................................... .................................................................. 14 6.1 Early Work ................................................................................................................ ............................................................................................. 14 7 GEOLOGICAL SETTING AND MINERALISATION ......................................................................................... ............................... 16 308

470. ______________________________________________________________________________________________________________________________ J2518: CPR and updated MRE for the Mokopane Fe-V-Ti Project Page: 155 October 2017 Statement I, Friedrich Johannes Reichhardt ( Insert full name(s) ) confirm that I am the Competent Person for the Report and:  I have read and understood the requirements of the 2012 Edition of the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (JORC Code, 2012 Edition).  I am a Competent Person as defined by the JORC Code, 2012 Edition, having over 30 years’ experience that is relevant to the style of mineralisation and type of deposit described in the Report, and to the activity for which I am accepting responsibility.  I am Professional Geologist registered with the South African Council for Natural Scientific Professions (SACNASP), a ‘Recognised Professional Organisation’ (RPO) included in a list promulgated by ASX from time to time.  I have reviewed the Report to which this Consent Statement applies. I am a Principal Consultant working for The MSA Group (Pty) Ltd (Insert company name) and have been engaged by Bushveld Minerals Limited (Insert company name) to prepare the documentation for Mokopane Fe-V-Ti Project (Insert deposit name) on which the Report is based, for the period ended 15 October 2017 (Insert date of Resource/Reserve statement) I have disclosed to the reporting company the full nature of the relationship between myself and the company, including any issue that could be perceived by investors as a conflict of interest. I verify that the Report is based on and fairly and accurately reflects in the form and context in which it appears, the information in my supporting documentation relating Fe-V-Ti Resources . 470

451. _______________________________________________________________________________________________________________________________ __________________________________________________________ J2518: CPR and updated MRE for the Mokopane Fe-V-Ti Project Page: 136 October 2017 Section 3 Estimation and Reporting of Mineral Resources (Criteria listed in Section 1, and where relevant in Section 2, also ap ply to this Section.) Criteria JORC Code explanation Commentary Audits or reviews  The results of any audits or reviews of Mineral Resource estimates.  No reviews have taken place outside of MSA’s internal review process. Discussion of relative accuracy/ confidence  Where appropriate a statement of the relative accuracy and confidence level in the Mineral Resource estimate using an approach or procedure deemed appropriate by the Competent Person. For example, the application of statistical or geostatistical procedures to quantify the relative accuracy of the resource within stated confidence limits, or, if such an approach is not deemed appropriate, a qualitative discussion of the factors that could affect the relative accuracy and confidence of the estimate.  The statement should specify whether it relates to global or local estimates, and, if local, state the relevant tonnages, which should be relevant to technical and economic evaluation. Documentation should include assumptions made and the procedures used.  These statements of relative accuracy and confidence of the estimate should be compared with production data, where available.  The confidence in the global grade estimate is high, the data having low variance and the estimate being closely aligned with the input data.  There are insufficient data in order to provide for local estimates.  There are no production data with which to verify the estimates. 451

257. J3727 Bushveld Minerals Ltd_Vametco CPR Update_RSA Page: 84 Risk Area and Description Residual Risk Rating Mitigating Actions in addition to Internal Controls 15. Operational - Health and Safety Moderate Programs are implemented to ensure 360 degree coverage (including noise, dust and gas at identified sites). Qualified and competent technical trainers or training mechanisms used to improve the competency levels of employees. 16. Cost - Cost Inflation Management Low Internal controls are continuously being assessed for effectiveness. Implementation of new ERP system. 257

520. Competent Person’s Report – Imaloto Coalfield – Bushveld Minerals Limited – 23 Oct 2017 39 Table 39: The Main Seam Resource < and > 100m below surface (GTIS). 8. Recommendations The potential for mining by opencast method needs to be investigated. Future work should focus on the development of the Main Seam of Blocks 1, 3 and 4. A metallurgical study should be commissioned. This report touches on aspects of metallurgy, but an in depth view of the coal wash-ability and product potential is needed. Petrographic analyses should be commissioned and there is sufficient remnant material at the laboratory to do this test-work. The types of Sulphur need to be analysed for. The presence of nodular pyrite was noted during the logging of the core samples, and having the types of sulphur data would assist in the design of an IPP plant at a later stage. There is sufficient residue sample to do this on selected boreholes. The residue sample should be combined per block, and analysed for ash constituent, ultimate and petrographic parameters. This data will be needed by metallurgists, process engineers and coal marketers. High level mine planning and scoping needs to be considered for Blocks 1, 2, 3 and 4. The results achieved to date shows sufficient potential to warrant further development of this deposit. Block Seam Ply Thick (m) Area (m 2 ) Volume (m 3 ) Density GTIS S1 Main Main 1.87 4319173 8069151 1.468 11.846 S2 Main Main 2.77 164660 456225 1.467 0.669 S3 Main Main 3.06 1380615 4225454 1.514 6.397 Total 18.912 D1 Main Main 2.63 2971252 7814393 1.500 11.722 D2 Main Main 2.92 4182813 12213814 1.467 17.918 D3 Main Main 3.03 3117197 9445107 1.514 14.300 2A Main Main 1.98 1397766 2767577 1.500 4.151 3A Main Main 3.98 777559 3094683 1.510 4.673 4A Main Main 3.38 1092459 3692513 1.507 5.565 Total 43.939 Gross Main Seam Tonnage In Situ 62.851 Main Seam < 100 m Deep and > 100 m Deep - Imaloto - Lemur Resources < 100 M DEEP > 100 M DEEP 520

539. Imaloto Coal Project Page 18 of 23 Telephone: + 61 (0)8 9481 1198 www.lemurresources.com Suite 1, Ground Floor, 83 Havelock Street Facsimile: + 61 (0)8 9486 1258 ABN 147 241 361 West Perth WA 6005 E-mail: info@lemurresources.com ASX Code: LMR Australia Criteria JORC Code explanation Commentary capping.  The process of validation, the checking process used, the comparison of model data to drill hole data, and the use of reconciliation data if available. recovery of by-products.  The estimation of deleterious elements for coal usually includes an estimation of the impact of roof and floor contamination on product yield. This is a factor applied to reserve statements, and hence is not applied here. In seam dilution by lenses of carbonaceous shale is included in the analytical results since full core full seam intersections were submitted for analysis. Selective sampling was not applied.  Block model interpolation was not done. Once a reserve estimate is completed, a block model will be used to schedule monthly and annual production qualities and tonnages.  Selective mining was not considered. The geometry of this deposit will not allow for practical selective mining within a seam.  The quality variable between raw Ash % and CV indicates a constant correlation with R 2 > 0.900. The beneficiation of these coals by a density process is assumed, as confirmed by the laboratory data.  The structural elements of this project will be instrumental in the mine layout of this project. The resource estimate is hence reported in tonnages and qualities per discrete geological structural block.  Quality capping or cutting was not applied, since the laboratory data did not display the need for filtering. All the data was checked for a lower DAFV limit, and no devolatilised coal was observed.  Validation: The model was validated by plotting floor elevation and thickness contours as well as quality contours and checking the contour plots for bull’s eyes. Cross-sections were drawn through most of the boreholes to evaluate all seam correlations and borehole coordinates. Crosschecks were done using the original log of boreholes for lithology and qualities. Postings of data from boreholes against a backdrop of grid model contours also helped to determine whether the model was honouring the borehole data. - Model limits: The model is limited by the extent of borehole data, the base of the weathered horizon, the natural sub-outcrop of seams in the extreme south (IM 001, 027, 129, 130, 152, 153), and east (IM 228, 249, 250), the internal fault boundaries that determines Block geometry as well as the limits of the lease areas. - Borehole Survey: The total number of boreholes used to create the Imaloto Coal Project model is 159 (Figure 1). All boreholes drilled were accurately surveyed. The Data Terrain Model was used as a check for the borehole collars. - Topography: A contour plan was plotted at 5 metre interv als and an accuracy check (by observation) was done with the Government issued topo-cadastral maps for the area. The general slope and contour trends agree with the observed topography. - Density: Density data was taken from the raw density determination by the laboratory. The density data was weighted for sample mass and were calculated per seam per resource block. Densities are listed in the 539

23. Of the 52 diamond drillholes in the database, 14 of the holes were not used for grade estimation as the V 2 O 5 grades were found to be whole rock analyses rather than V 2 O 5 grades of magnetite. A total of 6 intersections of the Upper Seam, 12 for the Intermediate Seam and 31 for the Lower Seam were used to estimate the grade of the Mineral Resource. Mineral Resource Estimate for Vametco Mine as at 6 October 2017 Gross Net (26.6 %) Total V V 2 O 5 %V 2 O 5 % Attributable Tonnes Magnetite contained in Total V Tonnes Magnetite contained in to BML Category (millions) (%) magnetite (tonnes) (millions) (%) magnetite (26.6%) Upper Seam Inferred 11.8 37.86 1.70 75,947 3.14 37.86 1.70 20,202 Intermediate Seam Inferred 21.6 30.45 1.87 122,994 5.75 30.45 1.87 32,716 Lower Seam Indicated 61.5 27.23 2.01 336,604 16.36 27.23 2.01 89,537 Inferred 47.4 29.75 1.99 280,620 12.61 29.75 1.99 74,645 –––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––– Total 108.9 28.33 2.00 617,224 28.97 28.33 2.00 164,182 –––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––– –––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––– Total Mineral Resource Indicated 61.5 27.23 2.01 336,604 16.36 27.23 2.01 89,537 Inferred 80.9 31.12 1.92 479,561 21.50 31.18 1.92 127,563 –––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––– Total 142.4 29.44 1.96 816,165 37.86 27.47 1.96 217,100 –––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––– –––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––– Notes: All tabulated data has been rounded therefore minor computational errors may occur. The Mineral Resources are total in-situ Mineral Resources for the Project. Bushveld Mineral Limited attributable share @ 26.6 per cent. Mineral Resources which are not Ore Reserves have no demonstrated economic viability. Mineral Resources are inclusive of Ore Reserves. 3.8 Ore Reserves Ore Reserves are declared for open pits inside the LoM pit design (the optimised pit shell in this instance). Ore tonnes and grades are reported as Run of Mine tonnes after modifying factors for mining losses and dilution have been applied as expected to be delivered to the concentrator (i.e. before beneficiation plant recoveries have been applied). Ore Reserves are declared for in-situ tonnes in the pits and exclude any stockpiles. Ore Reserve Statement for Vametco Mine as at 6 October 2017 Gross Net (26.6%) Contained Contained Metal Metal V 2 O 5 % Total V 2 O 5 % Total Tonnes Magnetite contained in V 2 O 5 Tonnes Magnetite contained in V 2 O 5 Category (millions) % magnetite (tonnes) (millions) % magnetite (tonnes) Lower Seam Probable 26.12 26.79 1.96 137,152 6.95 26.79 1.96 36,482 –––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––– Total 26.12 26.79 1.96 137,152 6.95 26.79 1.96 36,482 –––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––– –––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––– Note 1: All tonnages reported are on a dry basis. Note 2: There are no Measured Mineral Resources classified at Vametco Mine and therefore no Mineral Resources were converted into Proved Ore Reserves. 23

261. J3727 Bushveld Minerals Ltd_Vametco CPR Update_RSA Page: 88 Glossary of Technical Terms Archaean The oldest rocks of the Precambrian era, older than about 2,500 million years. basement The igneous and metamorphic crust of the earth, underlying sedimentary deposits. diamond drilling Method of obtaining cylindrical core of rock by drilling with a diamond set or diamond impregnated bit. dyke A tabular body of intrusive igneous rock, crosscutting the host strata at an oblique angle. fault A fracture or fracture zone, along which displacement of opposing sides has occurred. felsic Light coloured rocks containing an abundance of feldspars and quartz. imaging Computer processing of data to enhance particular features. joints Regular planar fractures or fracture sets in massive rocks, usually created by unloading, along which no relative displacement has occurred. Ma Million years. mafic Descriptive of rocks composed dominantly of magnesium and iron rock- forming silicates. metamorphism Alteration of rock and changes in mineral composition, most generally due to increase in pressure and/or temperature. replicate sampling Sampling programme initiated to validate previous sampling results. satellite positioning system (global positioning system GPS) An instrument used to locate or navigate, which relies on three or more satellites of known position to identify the operator's location. stratigraphic drillhole A drillhole completed to determine the nature of rocks, rather than to identify mineral deposits, frequently applied for research or in the early stages of petroleum exploration. strike Horizontal direction or trend of a geological structure. 261

84. 9. Taxation The major components of income tax expense for the three years ended 31 December 2016 were as follows: 31 Dec 2016 31 Dec 2015 31 Dec 2014 £££ South Africa Normal Tax Current income tax: – Current income tax charge 384 172 450 788 1 272 281 – Adjustments in respect of previous year 9 329 (13 623) 149 400 – Interest paid/(received) – (8 652) – Deferred taxation – Origination/reversal of temporary differences (235 394) (257 634) (496 532) –––––––––––––––––––––––––––––––––––––––– 158 107 170 878 925 149 –––––––––––––––––––––––––––––––––––––––– USA Normal Tax Current income tax: – Current income tax charge – State 21 466 10 467 607 – Current income tax charge – Federal 20 463 333 052 22 353 – BOP taxes – – 151 800 Deferred taxation – Deferred income tax charge – State 1 879 292 (23 550) (1 693 481) – Deferred income tax charge – Federal (464 827) (925 637) (1 354 055) –––––––––––––––––––––––––––––––––––––––– 1 456 394 (605 668) (2 872 776) –––––––––––––––––––––––––––––––––––––––– Total: South Africa and USA 1 614 501 (434 790) (1 947 627) –––––––––––––––––––––––––––––––––––––––– –––––––––––––––––––––––––––––––––––––––– Tax reconciliation Tax rate reconciliation – South 2016 2015 2014 Africa % % % Standard rate of taxation applied 28.00 28.00 28.00 Adjusted for: Total Non-temporary differences 15.15 (0.89) (1.87) Current tax – Prior year (1.67) (0.88) 12.93 Preference share dividend (87.61) (14.00) 58.91 Deferred tax – Prior year – (1.46) (22.95) Through OCI – PRMA adjustment – – (1.82) –––––––––––––––––––––––––––––––––––––––– Effective rate (46.13) 10.77 73.20 –––––––––––––––––––––––––––––––––––––––– –––––––––––––––––––––––––––––––––––––––– In the USA, SMC’s financial statements contain certain deferred tax assets which have arisen primarily as a result of tax benefits associated with historical losses before income taxes as well as net deferred income tax assets resulting from other temporary differences for certain accrued liabilities and reserves, employee benefits, currency translation adjustments, and depreciation. The SMC Group records a valuation allowance against its net deferred tax assets when it determines that, based on the weight of the available evidence, it is more likely than not that its net deferred tax assets will not be realized. 84

241. J3727 Bushveld Minerals Ltd_Vametco CPR Update_RSA Page: 68 13.2.2 National Environmental Management Act, 109 of 1998 (NEMA) From the available documentation, it is clear that applications for all authorisations were made or in the process of being made. It is assumed that all licences and permits are in place at Vametco in terms of NEMA and the operation continues to meet all its regulatory obligations while during operations. 13.2.3 National Water Act, 36 of 1998 (NWA) In terms of the NWA, an application for an integrated water use licence was submitted in 2011and approved during June 2017. 13.2.4 National Environmental Management Waste Act, 59 of 2008 (NEMWA) All licences and permits are in place at Vametco in terms of NEMWA and the operation continues to meet all its regulatory obligations while during operations. 13.3 Taxation Bushveld Vametco Holdings is subject to: x South Africa’s Taxation laws. All Tax returns are up to date. Company tax in South Africa is 28% after all capital expenditure is recovered in the year it is incurred; x South Africa’s Value Added Tax (“VAT”) legislation. Vametco Alloys is VAT registered; x Royalties are payable to the state in terms of th e Mineral and Petroleum Resources Royalty Act 28 of 2008. Section 5.1 on the Converted Mining Right, registered on 18 June 2013, determines that Royalties are payable to the state throughout the duration of the mining right. Royalty is calculated using the formula prescribed in the Royalty Bill for unrefined mineral resources. The Royalty Rate is capped at 7 % for unrefined resources. It is assumed that all Royalty returns are up to date at the time of this report; x Section 14.1 of the Lease Agreement determined that Vametco would pay a royalty of 2 % (two per cent) of total turnover from minerals sales to the Co-Owners until royalties payable to the state becomes effective. Royalties have been payable to the state for the duration of the Converted Mining Right (24 April 2014 – 23 April 2038). Vametco is thus no longer obliged to pay royalties to the Co-Own ers in terms of turnover from minerals sales; and x according to Section 15 of the Lease Agreement, accrued royalties totalling R 4.7 million plus interest will become payable on termination of the Mineral Lease. A portion of the accrued royalties (R 2,056,036) have been paid in advance between December 1995 and December 2004. 13.4 Social and Community Impact A Social and Labour Plan (“SLP”) is in place for the Vametco operations. It covers the following focus areas: x Human Resources Development Programme; x Local Economic Development Programme; and x Programme for Managing Downscaling and Retrenchments. 241

322. _____________________________________________________________________________________________________________________________ J2518: CPR and updated MRE for the Mokopane Fe-V-Ti Project Page: 7 October 2017 4.2 Mineral Rights over the Project Area and Agreements Mineral tenure in South Africa is governed by the regulations of the Mineral & Petroleum Resources Development Act, 2002 (“MPRDA”). The following Prospecting Rights (“PR”) were granted in terms of Section 16 of the MPRDA and constitute the Project Area (Table 4-2):  95PR, covering the farms Vriesland 781LR, Vliegekraal 783LR, Vogelstruisfontein 765LR, Schoonoord 786LR and Bellevue 808LR was granted for iron ore, vanadium, titanium and all minerals that may be found in intimate association with the latter, as well as nickel, copper, cobalt, chrome, platinum group metals and gold; Phosphate ore was added in February 2014  438PR, covering the farm Malokong 784LR, was granted for iron ore, titanium ore, copper ore, nickel, cobalt and platinum group metals Table 4-2 Details of the Prospecting Rights pertaining to the Mokopane Project Company BRL Interest (%) Farm Names Minerals Area (ha) PR No. Status Pamish Investments No 39 (Pty) Ltd (“Pamish”) 64% Vogelstruisfontein 765LR, Vriesland 781LR, Vliegekraal 783 LR, Schoonoord 786 LR and Bellevue 808 LR (the latter two farms were added in February 2014) Iron Ore, Vanadium, Titanium and all minerals that may be found in intimate association with the latter, Platinum Group Metals, Gold, Cobalt, Copper, Nickel and Chrome; Phosphate Ore was added in February 2014 10072.7949 95PR Prospecting Right was renewed on 30 May 2011 for 3 years; Prospecting Right expired on 15 March 2015 and Pamish submitted an application for a Mining Right on 13 March 2015; An application to include the two additional farms Schoonoord 786 LR and Bellevue 808 LR, was approved in January 2013, executed on 19 February 2014 and registered with the Title Deeds office on 27 October 2014 Afro Multi Minerals (Pty) Ltd (“AAM”) 68.5% Malokong 784 LR Iron Ore, Titanium Ore, Copper Ore, Cobalt, Nickel, and Platinum Group Metals 1863.9378 438PR A renewal application for 3 years was submitted on 3 March 2011; an application to transfer the Prospecting Right in terms of Section 11 of the MPRDA is planned to be submitted upon approval of renewal The status of tenements is based on information and copies of documents provided by BML, which includes a legal opinion confirming that Pamish remains the PR holder for 95PR beyond the expiry date (15 March 2015) and during the processing period of the Mining Right application, submitted on 13 March 2015, until such time as the Right is either granted or refused by the Department of Mineral Resources (“DMR”). Likewise, Afro Multi Minerals (Pty) Limited remain the holder of 438PR beyond the expiry date (6 March 2011) until the renewal application has either been granted or refused by the DMR. Specific agreements and other issues for the two Prospecting Rights are briefly listed below:  A Strategic Association Agreement between BML’s wholly owned holding company, Bushveld Resources Limited (“BRL”), and Izingwe Capital (Pty) Ltd, created Pamish Investments No 39 (Pty) Limited to which the Prospecting Right LP95PR has been transferred in terms of Section 11 of the Mineral and Petroleum Resources Development Act, Act 28 of 2002 (MPRDA) 322

9. “ Atlas Capital ” Atlas Capital Markets, an exempted Company registered in the Cayman Islands being a company holding more than 50 per cent. of Atlas “ Audit Committee ” the audit committee of the Board “ Authority Resolutions ” the resolutions numbered 2 and 3 in the Notice to be proposed at the General Meeting to grant the Directors authority to issue new Ordinary Shares otherwise than on a pre-emptive basis “ Brits ” the Brits Vanadium Project, further details of which are set out in paragraph 7.2 of Part 1 of this document “ Bushveld ” or the “ Company ” Bushveld Minerals Limited, a non-cellular company incorporated in Guernsey with registered number 54506 “ Bushveld Complex ” the region of Limpopo Province of South Africa in which the Group’s vanadium projects are located “ Bushveld Energy ” Bushveld Energy Limited, a company registered in Mauritius with registered number 132882 C2/GBL the 12,801,204 AfriTin Shares issued to Bushveld pursuant to the Demerger Agreement “ Bushveld Resources ” Bushveld Resources Limited, a non-cellular company incorporated in Guernsey with registered number 48984 “ Bushveld Vametco ” Bushveld Vametco Limited, a non-cellular company incorporated in Guernsey with registered number 61764 “ Consideration Shares ” the 54,766,364 new Ordinary Shares to be issued to the Seller pursuant to the Acquisition Agreement “ Consideration Share Price ” the price equal to 100 per cent. of the average volume weighted average price of the Ordinary Shares as published by Bloomberg for the 20 day trading period ending on the date of the Acquisition Agreement, converted in to US$ using the exchange rate of £ to US$ published by the Financial Times on the date immediately prior to the publication of this document “ Convertible Bonds ” up to £8,000,000 7.5 per cent. Convertible Bonds due 2019, created pursuant to the Convertible Bond Subscription Agreement and evidenced by the Convertible Bond Certificate “ Convertible Bond Certificate ” a bond certificate executed by the Company on 22 September 2017 (as amended by the Convertible Bond Certificate Amendment Deed), evidencing the issue of the Convertible Bonds further details of which are set out in paragraphs 9.6 of Part VIII a deed entered into between the Company and Atlas on 7 November 2017 amending the Convertible Bond Certificate, further details of which are set out in paragraphs 9.6 of Part VIII “ Convertible Bond Warrants ” up to 11,257,309 warrants each to subscribe for one Ordinary Share created pursuant to the Convertible Bond Warrant Instrument (as amended) at an exercise price of £0.142 at any time up to and including 22 September 2020 “ Bushveld Retained Interest Shares ” “ Convertible Bond Certificate Amendment Deed ” 9

10. a subscription Agreement dated 15 September 2017 (as amended by the Convertible Bond Subscription Amendment Deed), between the Company (1) and Atlas (2), further details of which are set out in paragraph 9.4 of Part VIII a deed entered into between the Company (1) and Atlas (2) and Atlas Capital (3) on 7 November 2017 amending the Convertible Bond Subscription Agreement, further details of which are set out in paragraphs 9.4 of Part VIII the warrant instrument executed by the Company on 22 September 2017 (and amended by the Convertible Bond Warrant Amendment Deed), pursuant to which the Convertible Bond Warrants are created, further details of which are set out in paragraphs 9.5 of Part VIII a deed entered into between the Company and Atlas on 7 November 2017 amending the Convertible Bond Warrant Instrument, further details of which are set out in paragraphs 9.5 of Part VIII “ CREST ” the electronic systems for the holding and transfer of shares in dematerialised form operated by Euroclear “ CREST Regulations ” the Uncertificated Securities (Guernsey) Regulations, 2009 (GSI 2009 No. 48) (as amended from time to time) “ Demerger ” the demerger of Greenhills Resources from the Group pursuant to the Demerger Agreement, details of which were set out in the October Circular “ Demerger Agreement ” the conditional agreement dated 2 October 2017 between AfriTin (1) and the Company (2) pursuant to which AfriTin acquired the entire issued share capital of Greenhills Resources from the Company, further details of which are set out in paragraph 9.2 of Part VIII this document “ Demerger Resolution ” the resolution of the Shareholders passed on 20 October 2017 putting into effect the Sub-division and approving the Demerger “ Demerger Shares ” the 72,540,161 AfriTin Shares issued to the Shareholders pursuant to the Demerger Agreement “ Directors ” or “ Board ” the directors of the Company whose names appear on page 6 of this document and “Director” shall mean any one of them the Disclosure and Transparency Rules made by the FCA under Part VI the Financial Services and Markets Act 2000 “ EBITDA ” Earnings before interest, taxation, depreciation and amortisation “ Enlarged Issued Share Capital ” the issued share capital of the Company following Admission, including the Existing Ordinary Shares and the Consideration Shares “ Enlarged Group ” the Group including, from Admission, Bushveld Vametco and its subsidiaries from time to time “ Euroclear ” Euroclear UK & Ireland Limited “ Convertible Bond Subscription Agreement ” “ Convertible Bond Subscription Amendment Deed ” “ Convertible Bond Warrant Instrument ” “ Convertible Bond Warrant Amendment Deed ” “ Disclosure and Transparency Rules ” 10

148. as strategic black economic empowerment partners of Bushveld Vametco Holdings Proprietary Limited. As consideration for the Avacap Interests, Jaxson 640 paid: ● the sellers an amount of R5 000 000 (five million rand) representing the aggregate purchase price for the Avacap Interests; ● Avacap an amount of R2 416 056.36 (two million four hundred and sixteen thousand, fifty six rand and thirty six cents), representing the shareholder loan advanced by Avacap to Firefly, plus any interest which has accrued ton such shareholder loan at the fulfilment date, being the date that the conditions precedent contained in the agreement are fulfilled or waived (as the case may be); and ● the sellers R1 000 000 (one million rand) as an additional premium in respect of the acquisition of the Avacap Interests. BML agreed to conclude a deed of settlement and assignment agreement with Gingko Trading Proprietary Limited (“ Gingko ”) pursuant to which inter alia : ● all amounts due to Gingko under the funding agreements concluded between Oakleaf Investments 115 and Gingko (“ Gingko Funding Agreements ”) shall be paid by BML to Gingko as a full and final settlement of all liabilities owed by Oakleaf Investments 115 to Gingko; and ● the rights and obligations under the Gingko Funding Agreements are assumed by BML as the new funder. ● The sellers waived any of the rights that they may have in respect of the Avacap Interests, including any option rights or rights of pre-emption (whether such rights arise out of any existing shareholders agreement, memorandum of incorporation or any other agreement). Each of the sellers gave Jaxson 640 comprehensive but customary warranties in respect of the Avacap Interests. The parties to sale of shares agreement entered into a revival and amendment agreement dated 5 May 2017, where the parties agree to, inter alia , revive the sale of shares agreement (to the extent that such revival is required) and to record an agreement that all conditions precedent contemplated in clause 2 of the sale of shares agreement have to the extent required, been fulfilled or waived by the parties (as the case may be). Bushveld Resources 9.15 Shareholders’ Agreement between Afro Multi Minerals Proprietary Limited (“AMM”), Pamish Investments No 63 Limited (“Pamish 63”) and Bushveld Resources By way of a shareholders’ agreement dated 13 May 2011 between AMM (1), Pamish 63 (2), Amaraka (3) and Bushveld Resources (4), Bushveld Resources agreed to provide up to Rand 14 million funding to Amaraka in exchange for a 55 per cent. shareholding in Amaraka, and AMM and Pamish 63 therefore having respectively 31 per cent. and 14 per cent. AMM transferred into Amaraka its rights held over the Farm 784, Registration Division LR, Limpopo Province in December 2010 for Amaraka to carry out mining operations in respect thereof. 9.16 Share Sale and Purchase Agreement By way of share sale and purchase agreement dated 15 March 2012 between Pamish 63 (1) and Bushveld Resources (2), Pamish 63 sold its 13.5 per cent. holding in Amaraka to Bushveld Resources for a consideration of Rand 1 million resulting in AMM holding 31.5 per cent. and Bushveld Resources holding 68.5 per cent. 9.17 Shareholders’ Agreement A shareholders’ agreement dated 18 June 2008 and amended on 13 March 2012 between Bushveld Resources (1), Pamish Investments No 39 (Pty) Ltd (“ Pamish 39 ”) (2) and Izingwe Capital Proprietary Limited (“ Izingwe ”) (3) pursuant to which Bushveld Resources and Izingwe agree to establish 148

286. J3727 Bushveld Minerals Ltd_Vametco CPR Update_RSA Page: 113 Criteria JORC Code explanation Commentary Social x The status of agreements with key stakeholders and matters leading to social license to operate. x A Social and Labour Plan (SLP) is in place for the Vametco operations. It covers the following focus areas: x Human Resources Development Programme x Local Economic Development Programme x Programme for Managing Downscaling and Retrenchments x As part of the SLP, action plans are in place to assist the community in promoting economic growth and improve quality of life. LED (Local Economic Development) Project plans are developed in five year increments and continually reviewed in line with the SLP. x The updated 2012 SLP made note of two projects: x Upgrading of the Mothotlung-Ga-Rankotia road in conjunction with the Madibeng Local Municipality to address the growing infrastructure requirements of the community x community infrastructure development, with specific focus on the upgrading of two schools and two clinics in the Uitvalgrond area. 286

550. Appendix 3: Main Assumptions and Estimation Parameters for the Imaloto Coal Resource - The Imaloto project is located in south-western Madagascar, 150 km east of the coastal city of Tulear. The closest town, Benenitra, is located roughly 15 km south-west of the exploration camp, close to the south-western corner of the licence area. The mining and prospecting rights are aligned mainly along the south-flowing Imaloto River valley until its confluence with the larger, west-flowing Onilahy River, which in turn enters the Indian Ocean a few kilometres south of the city of Tulear. - The coal deposit is developed in Permian Age sediments, and the bulk of the resource is contained within 3 Seams; the Main Seam, the Top Seam and the Upper Seam. The depositional geometry is of a valley that dips to the north at 1 to 3 o . This valley overlies Glacial Series sediments that were deposited on a floor of Proterozoic crystalline basement. - The main structural elements are faults (extensional tectonics between Madagascar and East Africa) which displace the strata in sequentially deeper blocks to the west. The relative displacements vary from 40 to 25 m. The dips on the fault planes are assumed to be in excess of 80 o to the west. - The Top and Upper Seams are absent in the southern part of the project, due to the effect of weathering. Towards the north, the surface topography is elevated and it contains the younger overlying Red Series Formation and Sakamena Group sediments. - The coal resource is estimated on the basis of 159 boreholes that were drilled between February 2009 and December 2012. A total of 19 572 m was drilled in this exploration programme. Since the resource orientation is near horizontal, all the drilling was planned to be plumb at -90 o . A random check on borehole orientation showed the audited holes to vary between -89.0 o and 88.94 o . - All the boreholes were drilled with 2 similarly equipped Boart-Longyear LF 70 rigs. These rigs are the property of Lemur Resources and are staffed by Indonesian operators. All the drilling was cored diamond drilling, and was drilled in HQ size. This produced a recovered core of 63.5 mm in diameter. This size produces a sample mass of 4.75 kg of coal per running meter at a default density of 1.500 ton/m 3 . - All the drilled boreholes were surveyed after the completion of drilling by Mada Topo, a Madagascan survey company. All the coordinates were supplied in WGS 84 and UTM 38 S format. All the collar elevations were reported as meters above mean sea level. - During the first phase of the project (first 36 boreholes), sampling was detailed and included the sampling of non-coal roof and floor sediments. The core was split in half, and sent to the laboratory for analyses and the remaining half was retained on site. The balance of the boreholes (124) was sampled as full core with lithological contacts as sample boundaries. The minimum seam width for sampling is 30 cm. All the residue material is in the custody of the laboratory for future analyses. - The Laboratory used for sample analyses is M&L Inspectorate in Middelburg, South Africa. The samples were bagged and tagged in the field, and taken by road to Tulear in Madagascar. From Tulear, the samples were shipped by DHL to Johannesburg (air freight). - The following analyses were requested as a standard on all samples; o Sample Preparation o Apparent Relative Density (AS 1038 :26-2005) o Screening out < 0.5 mm, ISO 1953 o Sink and Float Analyses, ISO 7936 o Sulphur % Content per float and final sink, C030-402-W (Based on ASTM:D4239) 550

220. J3727 Bushveld Minerals Ltd_Vametco CPR Update_RSA Page: 47 8 ORE RESERVE ESTIMATES 8.1 Estimation and Modelling Techniques Conversion of the mineable tonnes in situ (MTIS) resources to reserve was based on a process which considered the following: x MSA completed an update on the geological block model and reported on mineral resources contained with this updated geology in 2017 (this report). This model has been reviewed by MSA internally and found to be acceptable in order to apply modifying factors and to estimate Ore Reserves; x the Life of Mine (“LOM”) plan and assumptions as developed by the Vametco Team and reviewed by MSA; and x the discounted cash flow (“DCF”) model developed during the 2016 LOM Option Analysis process at Vametco. The high-level production plan developed during the aforementioned process was incorporated into the DCF model. Key decisions made in the Mineral Resource modelling that have an impact on the Ore Reserve modelling are: x all Mineral Resources are modelled at 100 % “recovery”, undiluted and grades as percentage; x minor differences occur between optimisation results and totals reported from block models, which are not material and considered acceptable in MSA’s view; and x tonnages are modelled in metric units utilising volumes and densities; while grades in percent. The following methodology was followed for an approved LOM plan at Vametco: x MSA performed pit optimisations based on the input parameters as discussed in Section 8 of this report. This approach has been reviewed by MSA internally found it to be sufficient and appropriate; x the pit optimisations were performed with a real long term vanadium price of US$ 28.5/kg V at an exchange rate of ZAR 13.50 to the US$; x the LOM optimisation outputs were used to report the Ore Reserves from (because of the conservative slope angles used (which provide sufficiently for the haul roads in the pit), this is an appropriate approach; and x the Ore Reserve was depleted with mining that occurred up to 31 September 2017, by using the regular surveyed topography. 8.2 Ore Reserve Cla ssification Criteria The basis of classification of Ore Reserves and confidence categories are based on the guidelines as provided in the JORC guidelines for estimation and classification of Ore Reserves and can be summarised as indicated in Figure 8-1. 220

333. _____________________________________________________________________________________________________________________________ J2518: CPR and updated MRE for the Mokopane Fe-V-Ti Project Page: 18 October 2017 The ultramafic and mafic rocks of the RLS in the Project Area lie on Archaean basement granite and gneiss to the east and are overlain by Bushveld granite sills (Lebowa Granite Suite) and younger post-Bushveld Waterberg Group and Quaternary cover rocks to the west (Figure 7-2). The Upper Zone consists of numerous cyclic units of alternating and well-layered rocks and is subdivided into three Subzones (Table 7-1) based on the presence of modal olivine in rocks of Subzone B and modal apatite in Subzone C. The rocks show remarkable continuity and individual layers can generally be traced along strike for tens of kilometres. Table 7-1 Generalised stratigraphic sequence of the Northern Limb of the Bushveld Complex (SACS, 1996) Suite Zone Subzone Unit Lebowa Granite Suite Nebo Granite (Mn) Rustenburg Layered Suite Upper Zone Subzone C Molendraai Magnetite Gabbro (Vmo) Subzone B Subzone A Main Zone U pp er Subzone Mapela Gabbronorite (Vm) Lower Subzone Critical Zone U pp er Subzone Grasvally Norite-Anorthosite (Vro) Lower Subzone Lower Zone U pp er P y roxenite Subzone Zoetveld Subsuite (Vz) Harzbur g ite Subzone Lower P y roxenite Subzone A comparison between drillhole BV-1 on the farm Bellevue and the sequence intersected in drillholes on the farms Vliegekraal and Vriesland also shows very good down-dip continuity (Section 7.3.1). 7.2 Correlation of Ti-Magnetite Layers The variable and gradational nature of VTM abundance within individual layers and across their upper and lower contacts creates obvious ambiguities when comparing the widths of individual layers between drillholes unless a cut-off for the amount of VTM is consistently applied and reported. This has not been done by previous workers and it must be noted that visual estimates of total VTM content are inherently unreliable. A definitive correlation of individual VTM layers is further compromised by the fact that virtually all layers are composite units. The layers invariably contain relatively VTM-poor (<30%) sections, or partings, and have mostly gradational hanging wall contacts with sharp footwall contacts which have resulted in rather arbitrary definitions of the thicknesses of the various VTM layers. The latter features prompted Molyneux (1970, 1974) and von Gruenewaldt (1973) to conclude that VTM layers in the Eastern Limb show considerable variation in thickness and Ti-magnetite concentration both vertically and along strike. By convention, VTM-rich layers in the Eastern Limb are simply referred to by their order of stratigraphic occurrence (Layer 1 to 21). Barnes and co-workers (2004), who referred to the layers 333

15. Inferred Mineral Resource An Inferred Mineral Resource is that part of a mineral resource for which quantity and grade or quality can be estimated on the basis of geological evidence and limited sampling and reasonably assumed, but not verified, geological and grade continuity. The estimate is based on limited information and sampling gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes. (CIM definition) joints Regular planar fractures or fracture sets in massive rocks, usually created by unloading, along which no relative displacement has occurred LoM Life of Mine Ma Million years Mafic Descriptive of rocks composed dominantly of magnesium and iron rock-forming silicates Measured Mineral Resource A Measured Mineral Resource is that part of a mineral resource for which quantity, grade or quality, densities, shape and physical characteristics are so well established that they can be estimated with confidence sufficient to allow appropriate application of technical and economic parameters, to support production planning and evaluation of the economic viability of the deposit. The estimate is based on detailed and reliable exploration, sampling and testing information gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes that are spaced closely enough to confirm both geological and grade continuity. (CIM definition) metamorphism Alteration of rock and changes in mineral composition, most generally due to increase in pressure and/or temperature MML main magnetite layer MML-HW main magnetite layer hanging wall mtV metric tonnes vanadium MVO modified vanadium oxide MW mega watt MWh mega watt hour norite Belongs to a group of dark, coarse-grained, intrusive mafic igneous rocks chemically equivalent to basalt. Orthopyroxene is the dominant mafic mineral pfs pre-feasibility study PPA power purchasing agreement pyroxenite An ultramafic igneous rock consisting essentially of minerals of the pyroxene group Rebar Reinforcing bar used as a tension device in reinforced concrete replicate sampling Sampling programme initiated to validate previous sampling results 15

202. J3727 Bushveld Minerals Ltd_Vametco CPR Update_RSA Page: 29 these were not logged or sampled. All other holes intersected Upper and Intermediate Seams where expected. The Upper Seam drilled thickness is between 6.78 m and 13.62 m with an average thickness of 10.70 m. This zone is generally the highest magnetite content and lowest V 2 O 5 grade within the magnetite. The Intermediate Seam drilled thickness is between 5.18 m and 15.10 m with an average thickness of 8.97 m. The magnetite content and V 2 O 5 grade of the magnetite is generally between that of the Upper and Lower Seam. The Lower Seam intersection drilled thickness is between 3.96 m and 51.57 m with an average thickness of 30.58 m. This zone is the thickest of the three magnetite layers and has the highest V 2 O 5 magnetite grade. 7.2.1 Validation of the data The validation process consisted of: x examining the sample assay, collar survey and geology data to ensure that the data are complete for all drillholes; x examining the de-surveyed data in three dimensions to check for spatial errors; x examining the assay data to ascertain whether they are within expected ranges; and x checks for “From-To” errors, to ensure that the sample data do not overlap one another or that there are no unexplained gaps between samples. The data validation exercise revealed the following: x as at the effective date of this report there were no outstanding drilling data; x no SG measurements were supplied; x there were no unresolved errors relating to missing intervals and overlaps in the drillhole logging data; x no default values were found; x the position where sampling of the core co mmenced and ended for each layer was based on the occurrence of significant magnetite concentration – greater than approximately 20 %. Within the individual layers, zones of low-grade are apparent. The low-grade zones were analysed for magnetite content but were not always assayed for V 2 O 5 , SiO 2 or CaO unless the magnetite was greater than approximately 20 %; x examination of the drillhole data in three dimensions shows that the collar coordinates of the drillholes plot in their expected positions; and x high-grade assays were checked, and none were found that are outside of expected limits for the style of mineralisation at the Project. A further check was made by comparing the V 2 O 5 assays with the magnetite content, as it is expected that the grade should not vary consider ably in the magnetite concentrate between holes within an individual layer. Two populations of data were found, one with a positive linear relationship between V 2 O 5 grade and magnetite content and another where the V 2 O 5 grade is more or less constant. It was concluded that the V 2 O 5 assays in the database are a mixture of whole rock and concentrate assays. The two populations were discriminated and the whole rock assay data was 202

482. Competent Person’s Report – Imaloto Coalfield – Bushveld Minerals Limited – 23 Oct 2017 1 1. Summary This report is a JORC 2012 review of the previously issued report called “ An Updated Resource Statement of the Imaloto Coal Deposit in Madagascar in terms of the JORC Reporting Code ” and dated 18 March 2013. In terms of the new 2012 guidelines, clauses 5, 9, 19, 27, 35, 37 and 51 were reviewed and checked for reporting compliance. There has been no new activity on the ground and all the material assumptions and technical parameters underpinning the estimates in this review continue to apply and have not materially changed. The form and context in which the competent person’s findings are presented have not been materially modified. The required Table 1 with completed sections 1, 2 and 3 is attached as Appendix 1 to this report. The gross tonnage in-situ that has been calculated for Permits No. 4578, 3196 and 12653 comes to 135.737 Million tons (GTIS). Of this, 91.613 Million tons are contained within Blocks 1, 3, 3A, 4, 4A and 5, at a measured resource confidence level. The property that has been explored and investigated in this project is known as the Imaloto Coalfield and its centre is situated 15 km northeast of the town of Benenitra in the south-west of Madagascar. In a straight line, the Imaloto Project is situated 158 km from the coastal city of Tulear, on a bearing of 92 o (east) clockwise from north. See Figure 1 below for the general locality of the site. The Mining (No. 4578) and Prospecting (No’s 3196, 12653, 26904 an d 27163) Permits which regulate the right to prospect on this property, were issued to Coal Mining Madagascar S.A.R.L (CMM) on the 29th of November 2005, 7th of November 2008, 11th of February 2009 and 27 October 2007 for the last two respectively. 99% of CMM is owned by Lemur Investments Limited (LIL) a Mauritian subsidiary owned 100% by Lemur Resources Limited, with the remaining 1% being held by Mr. Daniel Rasoamaheinia, (a Madagascan citizen) as required by Madagascan law. Asset* Holder Interest Status License Expiry License Area Comments 1. 4578 Lemur Resources 99% Mining Right 28/11/2045 25 km 2 159 Boreholes completed and an initial resource has been quantified. 2. 12653 Lemur Resources 99% Prospecting Right 10/02/2014 25 km 2 3. 3196 Lemur Resources 99% Prospecting Right 06/11/2013 18.75 km 2 4. 27163 Lemur Resources 99% Prospecting Right 27/10/2012 6.25 km 2 5. 26904 Lemur Resources 99% Prospecting Right 27/10/2012 6.25 km 2 The area covered by the rights, encloses 81.25 km 2 , two-thirds of which is underlain by Karoo Sequence sediments. The strata underlying the rights area contain Permian Age sediments of the Coal Measures Formation of the Sakoa Group. The strata in this sub-basin dips to the north, and is faulted into discrete structural blocks. The faulting has a north-south orientation. The sedimentary package thickens to the north, with the sandstones, mudstones and siltstones of the Red Series and the Vohitolia Limestone Formations sequentially overlying the Coal Measures Formation. 482

111. 12. Notes to the cash flow statement 12.1 Cash generated from operations 30 Jun 2017 30 Jun 2016 ££ (unaudited) (unaudited) (Loss)/profit before taxation 4 835 612 (609 111) Adjustments for: Depreciation 844 185 410 093 Interest received (202 690) (77 491) Finance costs 177 237 141 281 Profit on sale of assets – – Increase/(Decrease) in provisions 325 674 356 607 Increase in post-retirement benefit liability (36 207) 175 906 Increase in environmental liability (76 609) (662 887) Fair value adjustment – – –––––––––––––––––––––––– Operating profit before working capital changes 5 867 202   (265 602) Net movement in working capital (6 943 382) 3 888 584 (Increase)/ Decrease in inventories (1 083 716) 567 505 Decrease/(Increase) in accounts receivable (4 888 091) 2 131 559 Increase/(Decrease) in accounts payable (971 575) 1 189 520 –––––––––––––––––––––––– Cash generated from operations (1 076 180) 3 622 982 –––––––––––––––––––––––– –––––––––––––––––––––––– 12.2 Income taxation paid 30 Jun 2017 30 Jun 2016 ££ (unaudited) (unaudited) South Africa Amounts unpaid at beginning of year 239 071 (191 628) Income statement charge (1 358 301) 168 049 Movement in deferred taxation – – Effect of foreign exchange rates (2 770) (32 010) Amounts payable at end of year 818 655 (572 071) –––––––––––––––––––––––– Income tax paid (303 345) (627 661) –––––––––––––––––––––––– –––––––––––––––––––––––– 13. Share capital SMC has three classes of common stock in issue: ● Class A common stock has no par value and shareholders have no voting rights, but are eligible for cash dividends. 972,832 shares were authorised (30 June 2016 and 2017), with 97,047 shares issued to Evraz (30 June 2016 and 2017). ● Class B common stock has no par value and shareholders have voting rights, but are not eligible for cash dividends. 1,000 shares were authorised (30 June 2016 and 2017), with 100 shares issued to Evraz (30 June 2016 and 2017). ● Class C common stock has no par value and shareholders have no voting rights, but are eligible for cash dividends. 26,168 shares were authorised and issued to Sojitz USA (30 June 2016 and 2017). 111

149. Pamish 39 and to hold shares as to 64 per cent. and 36 per cent. respectively. Under the agreement the prospecting right held by Izingwe was transferred to Pamish 39. The agreement contains customary pre-emption right in connection with the transfer of shares and also drag and tag rights. There are also provisions for forced sale of shares in certain circumstances, including a change of control of a party. It also provides that for as long as Izingwe is a shareholder it shall remain an HDSA entity. Lemur Resources Limited 9.18 Conditional Share Acquisition Agreement A conditional share acquisition agreement dated 3 November 2015 between Sable Platinum Mining Limited (“ Sable Platinum ”) (1) and Lemur Resources Limited (“ Lemur ”) (2), Great 1 Line Invest (Proprietary) Limited (“ Great Line ”) (3), Gemsbok Magnetite (Proprietary) Limited (“ Gemsbok ”) (4), Caber Trade & Invest 1 (Proprietary) Limited (“ Caber ”) (5) and Sable Metals & Minerals Limited (“ Sable Metals ”) (6) pursuant to which Lemur acquired from Sable Platinum the entire issued share capital of each of Gemsbok, Cable and Sable Metals (together the “Sable Subsidiaries”) for an aggregate consideration of US$600,000. The agreement is conditional, inter alia on receipt approval pursuant to of section 11 of the South African Mineral and Petroleum Resources Development Act in respect of the change in control of the Sable Subsidiaries with the period of 4 years following execution of the agreement. Lemur Holdings 9.19 Power Purchase Agreement A Power Purchase Agreement (“ PPA ”) was entered into between the national electricity provider of Madagascar (“ Jirama ”) as customer and Imatolo Power Project SARL (“ IPP ”) as supplier on 22 November 2017. The PPA is in respect of the purchase by Jirama of a guaranteed capacity of ten Megawatts (10 MW) and electricity from IPP. The PPA will come into effect when (i) IPP’s concession agreement is effective (i.e. upon the issuance of the decree approving the concession) and (ii) upon the signature of the PPA by Jirama and IPP. The PPA is a fixed term agreement of thirty (30) years and is not automatically renewable. The PPA is governed by Madagascar Law. Jirama and IPP have agreed that in the event that the sum of the actual monthly electricity is less than the contracted electricity, Jirama is obliged to pay all the contracted electricity. However, if IPP is unable to provide the contracted electricity, IPP is required to pay Jirama a penalty corresponding to the electricity not supplied. In the event that the sum of the actual monthly electricity is greater than the contracted electricity, Jirama is required to pay IPP the surplus. The PPA may be terminated if IPP’s facilities are not commissioned by 30 December 2021. However, if the failure is due to a delay in the signing of the concession agreement, the parties shall take the necessary measures to remedy the situation. Each of Jirama and IPP are entitled to terminate the PPA in case of serious breaches and if the defaulting party is unable to remedy the breach after a formal notice delivered by the non-defaulting party. The PPA may also be terminated in the event of an early winding-up or liquidation of Jirama or IPP. 9.20 Service Agreement A service agreement dated 21 November 2013 between Coal Mining Madagascar (“ CMM ”) (1) and Richfield Investor Services pursuant to which CMM appoints Richfield Investor Services and Thomas Cushman to be CMM’s authorised representative in Madagascar. The agreement has expired and has not been renewed, but has continued in place on a uniformalised basis. CMM pays Richfield Investor Services Euro 10,000 per annum in consideration of the services provided. 9.21 Share Sale Agreement A share sale agreement between Lemur Resources SA Limited (1) and Greenhills Resources (2) dated 18 September 2017 pursuant to which Lemur Resources SA Limited sold to Greenhills Resources the entire issued share capital of Pamish Investments No 71 Proprietary Limited for a consideration of one Rand. 149

183. J3727 Bushveld Minerals Ltd_Vametco CPR Update_RSA Page: 10 Recent rainfall data from the rainfall weather stations near the operating sites is available; however, rainfall is also recorded at the operating sites. The highest rainfall averages in a year are between October and March (approximately 91 %), while about 9 % of rainfall is recorded from April to September. Table 3-2 shows the monthly distribution of rainfall for the area. Table 3-2 Average Monthly Rainfall for the Vametco Area Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec Total % 21.7 14.3 14.7 2.8 1.5 2.05 - 0.95 1.2 7.9 17 15.8 100 Mean 138 91 93.7 18.7 9.63 13.1 - 6.04 7.8 50 109 100 637 The topography of the operations is flat, at an altitude of 1,157 m amsl. A gentle decline exists, trending towards the Rosespruit River, from south to north with a gradient of 1:100. The Rosespruit River flows from east to west. The Swartkoppies hills are prominent to the south of the operations and reach elevation of 1,405 m amsl. A smaller range of hills to the north of the operations occur and reach an altitude of 1,234 m amsl. Figure 3-1 indicates the regional topography. Figure 3-1 Topography of Area Surrounding the Mine Operations Source: VBKOM (2016) 183

196. J3727 Bushveld Minerals Ltd_Vametco CPR Update_RSA Page: 23 5.2.2 Geological Models The long history of mining platinum group elements and chrome from the Bushveld Complex has led to thorough understanding of the geology. The origin of the concordant magnetite layers is a subject of debate with the currently most widely accepted theory being as follows: x introduction of magma to the magma chamber resetting the crystallisation phase; x decrease in the magma chamber pressure; x settling and sorting of crystals through gravity; and x change in oxygen content of the chamber. Although their genesis is not fully understood, the occurrence of these magnetite layers in the same stratigraphic units is well documented throughout the Bushveld Complex. 5.2.3 Nature of Deposits on the Property The magnetite layers are continuous over large distances. The layers strike in an east-west direction WKHZLWKLQ޴DWQRUWKZDUGVGLSDQGNPIRU Project area. The lower layers have been intersected at a depth of 270 m down dip, which equates to 830 m down-dip on the plane of mineralisation. Layer thicknesses are variable. The range of thicknesses for each layer is shown in Table 5-2. Table 5-2 Layer Thicknesses of Mineralised Layers Magnetite Layer Minimum thickness (m) Maximum thickness (m) Average thickness (m) Upper Seam 8.20 13.62 10.91 Intermediate Seam 5.18 16.00 10.89 Lower Seam 1.22 51.58 26.40 Source: VBKOM (2016) 196

355. _____________________________________________________________________________________________________________________________ J2518: CPR and updated MRE for the Mokopane Fe-V-Ti Project Page: 40 October 2017 9 EXPLORATION 9.1 Exploration approach and methodology The current exploration programme was subdivided into seven phases and was undertaken between August 2009 and March 2015. The programme followed a phased and results driven approach, which is standard practice for early stage exploration projects:  Phase 1 – Desktop Information Review (August 2009 – January 2010) Development of a geological and mineralisation model using published and unpublished geological, geochemical, geophysical, remote sensing and exploration data sourced from the CGS and other geological institutions, publications and private companies.  Phase 2 – Surface Field Investigation (September 2009 – April 2010) Establishment of the geological setting and presence of surface mineralisation and identification of potential targets for further testing by geological mapping, soil sampling, air photo interpretation, rock chip sampling and interpretation of the data. The laboratory analysis from a chip sample from an outcropping Ti-magnetite layer on the south-eastern farm boundary of Vogelstruisfontein confirmed that the latter layer is the MML. The MML is characterised by high vanadium and relatively low titanium concentrations compared to other Ti-magnetite layers in the Upper Zone (see Section 7.2). Table 9-1 Assay results from a rock chip sample on Vogelstruisfontein Easting Lo29 WGS84 Northing Lo29 WGS84 Fe 2 O 3 % V 2 O 5 % TiO 2 % Cu ppm Ni ppm Cr ppm -16396 -2636184 71.9 1.52 13.6 509 609 1,900  Phase 3 – Initial Target Testing (May 2010 – November 2010) Diamond drilling was undertaken on selected geological and geophysical targets to investigate the presence of massive and disseminated Ti-magnetite mineralisation. A total of six holes with a total length of 1,582.25 m were drilled and provided an indication of type and width of Ti- magnetite mineralisation along an east-west section covering virtually the entire Upper Zone stratigraphy. Of the six holes, VL2, VL3, VK1, VK2 and VK3 were drilled along an east-west profile (Figure 7-11) while VL4 was drilled about 1 km north of the latter line of holes. Holes VL2 provided a deep (±400 m), and hole VL3 a shallow (±30 m) intersection of the MML while VK2 intersected the base of the P-Q Zone at a depth of 157 m. VL4 was located in the footwall of the MML. 355

365. _____________________________________________________________________________________________________________________________ J2518: CPR and updated MRE for the Mokopane Fe-V-Ti Project Page: 50 October 2017 11.2 Sampling Procedure Drill core sampling was based on industry standard sampling methodology. The following protocols were used by BML at the Mokopane exploration office (Figure 11-2) for the individual stages of core sampling: Core Marking and Cutting  Core sections aligned to maintain core continuity, dip of layering identified and core metre- marked with a black waterproof pen  Individual sampling zone identified by the geologist  Median (longitudinal) cut line marked along the core axis with a blue waterproof wax pencil or black permanent marker perpendicular to the dip of layering  Sampling intervals defined by the geologist and marked with a blue waterproof wax pencil across the core (cross cut lines)  The cross cut lines marked with “from – to” depths on the outside of the core using a blue waterproof wax pencil  Core cut along the median line and cross cut lines using a diamond core saw  Sampling of core  Marking of remaining half core in core trays with “from - to” depths Figure 11-2 Core logging and core marking facilities (BML, 2011) Bagging, Ticketing and Sampling  Pre-numbered ticket book with tear-off triplicate sample ticket numbers is prepared by geologist with “from - to” depths and a brief description of sample against each number in ticket book. Ticket book preparation includes inclusion of QA/QC samples (Figure 11-3) 365

441. _____________________________________________________________________________________________________________________________ J2518: CPR and updated MRE for the Mokopane Fe-V-Ti Project Page: 126 October 2017 14.5.3 Grade Estimation A 3D block model was created such that the wireframes created in leapfrog were filled with blocks in Datamine. The block model prototype dimensions are listed in Table 14-29. Table 14-29 Block model prototype dimensions Origin Block size Number of cells Number of sub-cells Resol X Y Z X Y Z X Y Z X Y Z Z -22,000 -2,646,700 -200 100 100 1,400 35 85 1 20 20 1 0 The parent block size is 100 m (easting or X) by 100 m (northing or Y) by the vertical thickness of the layer (for the Z height). A sub-celling routine was applied such that the X and Y dimensions of the block were split into 20 equal size blocks i.e. 5 m x 5 m to fit within the wireframe and honour the geological contacts. In the absence of adequately defined variograms, inverse distance weighting to the power of two was used for the estimation of all variables. A search volume was created such that each blocked used a 500 m radius to locate composites for estimation. A minimum of three composites were required for a block to be estimated. If three composites could not be located within the search volume, a second search volume was applied with a 1,000 m radius, with the requirement of locating four composites for estimation. A final search volume of 1,500 m was applied if required, although only a small portion of the model was estimated using the third search volume (Figure 14-15). Figure 14-15 AB Zone block model with the search volumes used for estimation, north to the left (MSA, 2015) 14.5.4 Assessment of Reasonable Prospects for Eventual Economic Extraction (RPEEE) The high vanadium tenor of the Ti-magnetite grains and their relatively large grain size should ensure that the AB Zone has a reasonable prospect for an economically viable open cast 441

8. DEFINITIONS The following words and expressions apply throughout this document unless the context requires otherwise: “ Acquisition ” the acquisition by the Company of 55 per cent. of the issued share capital of Bushveld Vametco pursuant to the Acquisition Agreement, following completion of which the Company will own 100 per cent. of the issued share capital of Bushveld Vametco “ Acquisition Agreement ” the conditional agreement dated 30 November 2017 between (1) the Seller and (2) the Company relating to the Acquisition, which is conditional, inter alia , on the passing of the Acquisition Resolution at the GM, further details of which are set out in paragraph 9.1 of Part VIII “ Acquisition Resolution ” the resolution numbered 1 in the Notice to be proposed at the General Meeting to approve the Acquisition and the issue of the Consideration “ Admission ” admission of the Enlarged Issued Share Capital to trading on AIM and such admission becoming effective in accordance with Rule 6 of the AIM Rules for Companies “ Admission Agreement ” the conditional agreement dated 30 November 2017 to be entered into between SP Angel (1), the Company (2) and the Directors (3) described in paragraph 9.8 of Part VIII of this document “ Admission Document ” this document “ AfriTin ” AfriTin Mining Limited a non-cellular company incorporated under the Law and registered in Guernsey with registered number 63974 “ AfriTin Admission ” the admission of the entire issued share capital of AfriTin to AIM, which became effective on 9 November 2017 “ AfriTin Group ” AfriTin and its subsidiaries from time to time “ AfriTin Shares ” ordinary shares of no par value in AfriTin “ AfriTin Notes ” the AfriTin £1,000,000 unsecured convertible loan notes 2017 “ AIM ” the market of that name operated by the London Stock Exchange “ AIM Rules for Companies ” the AIM Rules for Companies published by the London Stock Exchange, as amended from time to time the AIM Rules for Nominated Advisers published by the London Stock Exchange, as amended from time to time “ AIM Standard ” an internationally recognised standard that is acceptable under the following codes and/or organisations: Mineral resources and reserves – CIM, IMMM, JORC, Russian, SAMREC and SME; “ Applicable Employees ” as defined in the AIM Rules for Companies; “ Articles ” the articles of incorporation of the Company “ Atlas ” Atlas Special Opportunities, LLC an exempted Company registered in the Cayman Islands “ AIM Rules for Nominated Advisers ” 8

108. 5. Trade and other receivables 30 Jun 31 Dec 30 Jun 2017 2016 2016 £££ (unaudited) (audited) (unaudited) Trade and other receivables – RSA 12 876 102 7 870 546 7 737 540 Trade and other receivables – USA 3 376 851 3 494 315 3 823 000 –––––––––––––––––––––––––––––––––––– Total 16 252 952 11 364 861 11 560 540 –––––––––––––––––––––––––––––––––––– –––––––––––––––––––––––––––––––––––– 6. Restricted investment 30 Jun 31 Dec 30 Jun 2017 2016 2016 £££ (unaudited) (audited) (unaudited) Rehabilitation trust fund As at 1 January 1 917 812 1 307 885 1 307 885 Contributions – – – Exchange rate movements (22 220) 492 273 218 471 Income 92 020 117 654 45 431 –––––––––––––––––––––––––––––––––––– As at 30 June 1 987 613 1 917 812 1 571 787 –––––––––––––––––––––––––––––––––––– –––––––––––––––––––––––––––––––––––– Rehabilitation insurance fund As at 1 January 1 194 129 539 460 539 460 Contributions 461 572 441 343 21 739 Exchange rate movements (13 835) 203 047 90 112 Expense (28 289) 10 279 (24 267) –––––––––––––––––––––––––––––––––––– As at 30 June 1 613 577 1 194 129 627 044 –––––––––––––––––––––––––––––––––––– –––––––––––––––––––––––––––––––––––– Total Restricted investment 3 601 190 3 111 941 2 198 832 –––––––––––––––––––––––––––––––––––– –––––––––––––––––––––––––––––––––––– The restricted investment consists of £1 987 613 (30 June 2016: £1 571 787) paid to Investec Bank Limited and £1 613 577 (30 June 2016: £627 044) paid to Guardrisk Insurance Company Ltd, to en