Brockman Mining : OVERSEAS REGULATORY ANNOUNCEMENT QUARTERLY ACTIVITIES REPORT

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BROCKMAN MINING LIMITED

布 萊 克 萬 礦 業 有 限 公 司 *

(incorporated in Bermuda with limited liability)

(SEHK Stock Code: 159)

(ASX Stock Code: BCK)

OVERSEAS REGULATORY ANNOUNCEMENT

QUARTERLY ACTIVITIES REPORT

The following is the text of the quarterly activities report released by the Company on ASX Limited on 30 July 2019.

By order of the Board of

Brockman Mining Limited

Chan Kam Kwan, Jason

Company Secretary

Hong Kong, 30 July 2019

As at the date of this announcement, the board of directors of the Company comprises Mr. Kwai Sze Hoi (Chairman), Mr. Liu Zhengui (Vice Chairman) and Mr. Ross Stewart Norgard as non- executive directors; Mr. Chan Kam Kwan, Jason (Company Secretary), Mr. Kwai Kwun Lawrence and Mr. Colin Paterson as executive directors; Mr. Yap Fat Suan, Henry, Mr. Uwe Henke Von Parpart and Mr. Choi Yue Chun, Eugene as independent non-executive directors.

• For identification purpose only

Incorporated in Bermuda with limited liability

SEHK Stock Code: 159

ASX Stock Code: BCK

QUARTERLY REPORT For the quarter ended

30 June 2019

QUARTERLY ACTIVITIES REPORT 30 June 2019

Table of Contents
1.	HIGHLIGHTS ...................................................................................................................	3
2.	MARILLANA IRON ORE PROJECT ...............................................................................	4
3.	CORPORATE REVIEW ...................................................................................................	4
4.	TENEMENTS ....................................................................................................................	5
5.	CORPORATE PROFILE ..................................................................................................	6
6.	GLOSSARY.....................................................................................................................	7
7.	APPENDIX 5B .................................................................................................................	9

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QUARTERLY ACTIVITIES REPORT 30 June 2019

1. HIGHLIGHTS

• Work continued towards the satisfaction of the Farm-In Obligations by Polaris. The parties also agreed to extend the Farm-In Period to 31st July 2020.
• Brockman Iron and Polaris agreed to vary certain key dates under the FJV Agreement. Those dates are: (i)Construction commencement of the Rail and Port System is to be extended from 'on or before 31 December 2019' to 'on or before 31 December 2020'; and (ii) Operation commencement of the Rail and Port System is to be extended from 'on or before 31 December 2021' to 'on or before 31 December 2022.
• The Mine to Ship Services Agreement (MSA) that was entered by Brockman Iron, Polaris, MRL and SPV (a wholly-owned subsidiary of MRL) on 21 January 2019 has been amended. The satisfaction of the Conditions Precedent for the MSA is now extended from 31 December 2019 to 31 December 2020.

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QUARTERLY ACTIVITIES REPORT 30 June 2019

2. MARILLANA IRON ORE PROJECT

Transfer of 50% Interest in Marillana

Project, Formation of Unincorporated

Joint Venture, and Mine to Ship

Services Agreement

Brockman Iron Pty Ltd (Brockman Iron) and Polaris Metals Pty Ltd (Polaris) entered into a farm-in and joint venture agreement (FJV Agreement) pursuant to which subject to the terms and conditions therein, Polaris may farm-in by satisfying the farm-in obligations and earn a 50% interest in the Marillana Project. For details of the transaction please refer to the Company's announcement dated 26 July 2018.

The FJV Agreement became Unconditional on 21 January 2019, marking the commencement of the Farm-in Period. During the Farm-In Period Polaris shall perform its Farm-in Obligations on the Marillana Project. Upon Polaris satisfying the Farm-in Obligations, the Joint Venture shall be established (Farm-in Date) and the Farm-in Interest will be transferred to Polaris. The parties have agreed that the Farm-In Period will be extended to 31st July 2020 to give Polaris extra time to complete the Farm-In Obligations.

The Joint Venturer and a subsidiary of MRL (SPV) entered into the Mine to Ship Services Agreement (MSA) for the transport of the Marillana iron ore product via a light-rail system from the mine site to Port Hedland on 21 January 2019. The MSA is subject to several conditions precedent including execution of an agreement with the State of Western Australia, procuring all the leases and licences for the light rail system and at Port Hedland, MRL and SPV obtaining the finance to fund the construction and commissioning of the rail and port infrastructure and MRL's board making a final capital investment decision to proceed with the infrastructure project.

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Upon satisfaction of all conditions under the Mine to Ship Logistics Agreement, MRL will be obliged to construct and commission the rail and port infrastructure needed to establish, operate and provide a service to transport up to 30Mtpa of iron ore from the mine site to Port Hedland and on to vessels for export for the life of the Marillana Project.

On 19th July 2019, Brockman Iron and Polaris have agreed to extend certain key dates pertaining to the FJV Agreement and the MSA. Those dates are: (i) Construction commencement of the Rail and Port System is to be extended from 'on or before 31 December 2019' to 'on or before 31

December 2020'; (ii) Operation commencement of the Rail and Port System is to be extended from 'on or before 31 December 2021' to 'on or before 31 December 2022; and (iii) The satisfaction of the Conditions Precedent for the MSA is now extended from 31 December 2019 to 31 December 2020.

Despite the extension of the construction commencement date and operation commencement date of the Rail and Port System, Brockman Iron maintains its right that it may (within 30 days) give notice to Polaris to acquire the whole of Polaris' JV Interest either with an immediate acquisition or a delayed acquisition (the Buy-Out) if any of the dates pertaining to the Rail and Port System have not been met

3. CORPORATE REVIEW

Cash position

The consolidated cash position of the Group as at 30 June 2019 was HK$20.9 million.