Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

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 Brockman Mining Limited (the "Company") on ASX Limited on 30 October 2019.

By order of the B oard of

Brockman Mining Limited

Chan Kam Kwan, Jason

Company Secretary

Hong Kong, 30 October 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. Choi Yue Chun, Eugene and Mr. David Rolf Welch 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 September 2019

QUARTERLY ACTIVITIES REPORT 30 September 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

2

QUARTERLY ACTIVITIES REPORT 30 September 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.

3

QUARTERLY ACTIVITIES REPORT 30 September 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 31 July 2020 to give Polaris extra time to complete the Farm-In Obligations.

The Joint Venturer and a subsidiary of MRL (SPV) have also 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

4

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.

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.

During the period, 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.

3. CORPORATE REVIEW

Cash position

The consolidated cash position of the Group as at 30 September 2019 was HK$14.7 million.

QUARTERLY ACTIVITIES REPORT 30 September 2019

4.

TENEMENTS

Tenements disposed of during the Quarter

Project

Location

Tenement

Tenement

Commodity

Status

Interest

type

number

held

Duck Creek East

West Pilbara

E

47/2215

Iron Ore

Surrendered

0%

Phils Bore

West Pilbara

E

47/2905

Iron Ore

Surrendered

0%

Tenements acquired during the Quarter

Project

Location

Tenement

Tenement

Commodity

Status

Interest

type

number

held

Ophthalmia

East Pilbara

E

47/4240

Iron Ore

Application

100%

Tenements held at end of Quarter

Project

Location

Tenement

Tenement

Commodity

Status

Interest

type

number

held

Duck Creek

West Pilbara

E

47/1725

Iron Ore

Granted

100%

Duck Creek

West Pilbara

E

47/3152

Iron Ore

Granted

100%

Duck Creek East

West Pilbara

E

47/2994

Iron Ore

Granted

100%

Fig Tree

East Pilbara

E

47/3025

Iron Ore

Granted

100%

Juna Downs

West Pilbara

E

47/3363

Iron Ore

Granted

100%

Juna Downs

West Pilbara

E

47/3364

Iron Ore

Granted

100%

Madala Bore

West Pilbara

E

47/3285

Iron Ore

Granted

100%

Marandoo

West Pilbara

E

47/3105

Iron Ore

Granted

100%

Marillana

East Pilbara

L

45/0238

Iron Ore

Application

100%

Marillana

East Pilbara

M

47/1414

Iron Ore

Granted

100%

Marillana

East Pilbara

E

47/3170

Iron Ore

Granted

100%

Marillana

East Pilbara

E

47/3532

Iron Ore

Application

100%

Mindy

West Pilbara

E

47/3585

Iron Ore

Granted

100%

Mindy

West Pilbara

E

47/4206

Iron Ore

Application

100%

Mt King

West Pilbara

E

47/3446

Iron Ore

Granted

100%

Ophthalmia

East Pilbara

E

47/1598

Iron Ore

Granted

100%

Ophthalmia

East Pilbara

E

47/2280

Iron Ore

Granted

100%

Ophthalmia

East Pilbara

E

47/2291

Iron Ore

Granted

100%

Ophthalmia

East Pilbara

E

47/3549

Iron Ore

Granted

100%

Ophthalmia

East Pilbara

E

47/4240

Iron Ore

Application

100%

Ophthalmia

East Pilbara

R

47/0013

Iron Ore

Granted

100%

Ophthalmia

East Pilbara

R

47/0015

Iron Ore

Granted

100%

Ophthalmia

East Pilbara

R

47/0016

Iron Ore

Granted

100%

Parson George

East Pilbara

E

47/3217

Iron Ore

Granted

100%

Parson George

East Pilbara

E

47/3491

Iron Ore

Granted

100%

Punda Spring

East Pilbara

E

47/4037

Iron Ore

Application

100%

Punda Spring

East Pilbara

E

47/4038

Iron Ore

Application

100%

Punda Spring

East Pilbara

E

47/4039

Iron Ore

Application

100%

Punda Spring

East Pilbara

E

47/4040

Iron Ore

Application

100%

Punda Spring

West Pilbara

E

47/3575

Iron Ore

Granted

100%

Tom Price

West Pilbara

E

47/3565

Iron Ore

Granted

100%

5

QUARTERLY ACTIVITIES REPORT 30 September 2019

5. CORPORATE PROFILE

Brockman Mining Limited

ARBN 143 211 867

Non-executiveDirectors:

Kwai Sze Hoi (Chairman)

Liu Zhengui (Vice Chairman)

Ross Stewart Norgard

Executive Directors:

Chan Kam Kwan Jason

(Company Secretary)

Kwai Kwun Lawrence

Colin Paterson

Independent Non-executiveDirectors:

Yap Henry Fat Suan

Choi Yue Chun Eugene

David Rolf Welch

Registrars

Principal Share Registrars and Transfer Office MUFG Fund Services (Bermuda) Limited 4th Floor North

Cedar House

41 Cedar Avenue

Hamilton HM 12 Bermuda

Branch Share Registrars and Transfer Office -Hong Kong

Tricor Secretaries Limited

Level 54, Hopewell Centre

183 Queen's Road East

Hong Kong

Branch Share Registrars and Transfer Office -Australia

Computershare Investor Services Pty Limited

Reserve Bank Building

Level 11, 172 St George's Terrace

Perth, Western Australia, 6000

Securities on issue at 30 September 2019 Quoted securities

9,221,232,131 fully paid shares on issue

Unquoted securities

149,500,000 unlisted options granted

  • 134,000,000 share options, expiring
    31 December 2020 EX HK$0.124
  • 15,500,000 share options, expiring
    31 December 2020 EX HK$0.162

There were no shares and share option issued during the period.

By order of the Board of Directors of Brockman Mining Limited Chan Kam Kwan, Jason

Company Secretary, Hong Kong

6

QUARTERLY ACTIVITIES REPORT 30 September 2019

6. GLOSSARY

"ASX"

ASX Limited ABN 98 008 624 691

"AUD"

Australian dollars

"Board"

the Board of Directors of the Company

"Brockman" or "Company"

Brockman Mining Limited ARBN 143 211 867, the shares of which are listed

on the SEHK and ASX

"Brockman Iron"

Brockman Iron Pty Ltd, a wholly owned subsidiary of the Company

"Buy-Out"

Brockman Iron's acquisition of Polaris' JV Interest in the event the certain

timeline in relation to the Rail and Port System is not met pursuant to the FJV

Agreement

"Farm-in Date"

the date the Farm-in Obligations are satisfied by Polaris

"Farm-in Interest"

a 50% undivided registered legal interest in the Tenements

"Farm-in Obligations"

the obligations under which Polaris is required to satisfy in order to earn a 50%

interest in the Marillana Project under the FJV Agreement

"Farm-in Period"

the period commencing on the Unconditional Date and ending on the date

that is the later of the date that Polaris satisfies the Farm-in Obligations and

the date that is 6 months after the Unconditional Date

"FJV Agreement"

the farm-in and joint venture agreement 26 July 2018 entered into between

Brockman Iron and Polaris

"Group"

Brockman Mining Limited, its associates and subsidiaries

"Joint Venture"

the unincorporated joint venture to be established between Brockman Iron

and Polaris pursuant to the terms of the FJV Agreement

"Joint Venturer"

a party which holds a JV interest, which as the date of the FJV Agreement

means each Brockman Iron and Polaris

"Marillana Project"

the 100% owned iron ore project of the Company located in the Hamersley

Iron Province within the Pilbara region of Western Australia

"MRL"

Mineral Resources Limited, the shares of which are listed on the ASX

"Polaris"

Polaris Metals Pty Ltd, a wholly owned subsidiary of MRL

"Products"

all iron ore or other mineral or metallic ores, concentrates, metals and other

mineralised products, and any other mineral resources, processed, smelted

or refined from ores extracted from the Marillana Project

"Rail and Port System"

a bulk ore rail and port system to enable Products from the Marillana Project

to be transported to Port Hedland

"SEHK"

the Stock Exchange of Hong Kong Limited

"SPV"

a wholly owned subsidiary of MRL, ACN 629 927 911

7

QUARTERLY ACTIVITIES REPORT 30 September 2019

"State Agreement"

a legal contract between the Western Australian Government and a

proponent of a major project within the boundaries of Western Australia

setting out the rights, obligations, terms and conditions for the development

of the specific project

"Tenements"

mining/exploration tenements with numbers M47/1414 (which is held by

Brockman Iron) and E47/3170 (which is held by Brockman Exploration Pty Ltd,

a wholly owned subsidiary of the Company) and any additional tenements

applied for or acquired by the Joint Venturers in connection with the

Marillana Project including L45/238 and E47/3532 being applied for by

Brockman Iron

8

Appendix 5B Mining exploration entity and oil and gas exploration entity quarterly report

Appendix 5B

Mining exploration entity and oil and gas exploration entity quarterly

report

Introduced 01/07/96 Origin Appendix 8 Amended 01/07/97, 01/07/98, 30/09/01, 01/06/10, 17/12/10, 01/05/13, 01/09/16

Name of entity

BROCKMAN MINING LIMITED

ABN

Quarter ended ("current quarter")

ARBN 143 211 867

30 SEPTEMBER 2019

Consolidated statement of cash flows

Current quarter

Year to date

HK$'000

(3 months)

HK$'000

1. Cash flows from operating activities

1.1

Receipts from customers

-

-

1.2 Payments for

(a)

exploration & evaluation

(1,485)

(1,485)

(b)

development

-

-

(c)

production

-

-

(d)

staff costs

(2,756)

(2,756)

(e)

administration and corporate costs

(2,025)

(2,025)

1.3

Dividends received (see note 3)

-

-

1.4

Interest received

56

56

1.5

Interest and other costs of finance paid

-

-

1.6

Income taxes paid

-

-

1.7

Research and development refunds

-

-

1.8 Other (provide details if material)

(a) Advanced from related party

-

-

1.9

Net cash from / (used in) operating

(6,210)

(6,210)

activities

+ See chapter 19 for defined terms.

9

1 September 2016

Appendix 5B Mining exploration entity and oil and gas exploration entity quarterly report

Consolidated statement of cash flows

Current quarter

Year to date

HK$'000

(3 months)

HK$'000

2. Cash flows from investing activities

2.1 Payments to acquire:

(a)

property, plant and equipment

-

-

(b)

tenements (see item 10)

-

-

(c)

investments

-

-

(d)

other non-current assets

-

-

2.2 Proceeds from the disposal of:

(a)

property, plant and equipment

-

-

(b)

tenements (see item 10)

-

-

(c)

investments

-

-

(d)

other non-current assets

-

-

2.3

Cash flows from loans to other entities

-

-

2.4

Dividends received (see note 3)

-

-

2.5

Other (provide details if material)

-

-

2.6

Net cash from / (used in) investing

-

-

activities

3. Cash flows from financing activities

3.1

Proceeds from issues of shares

-

-

3.2

Proceeds from issue of convertible notes

-

-

3.3

Proceeds from exercise of share options

-

-

3.4

Transaction costs related to issues of

-

-

shares, convertible notes or options

3.5

Proceeds from borrowings

-

-

3.6

Repayment of borrowings

-

-

3.7

Transaction costs related to loans and

-

-

borrowings

3.8

Dividends paid

-

-

3.9

Other (provide details if material)

- Performance bond cash backing

-

-

3.10

Net cash from / (used in) financing

-

-

activities

+ See chapter 19 for defined terms.

10

1 September 2016

Appendix 5B Mining exploration entity and oil and gas exploration entity quarterly report

Consolidated statement of cash flows

Current quarter

Year to date

HK$'000

(3 months)

HK$'000

4. Net increase / (decrease) in cash and cash equivalents for the period

4.1

Cash and cash equivalents at beginning of

20,906

20,906

period

4.2

Net cash from / (used in) operating

(6,210)

(6,210)

activities (item 1.9 above)

4.3

Net cash from / (used in) investing

-

-

activities (item 2.6 above)

4.4

Net cash from / (used in) financing

-

-

activities (item 3.10 above)

4.5

Effect of movement in exchange rates on

(34)

(34)

cash held

4.6

Cash and cash equivalents at end of

14,662

14,662

period

5. Reconciliation of cash and cash equivalents

at the end of the quarter (as shown in the consolidated statement of cash flows) to the related items in the accounts

Current quarter

Previous quarter

HK$'000

HK$'000

5.1

Bank balances

14,662

20,906

5.2

Call deposits

-

-

5.3

Bank overdrafts

-

-

5.4

Other (provide details)

-

-

5.5

Cash and cash equivalents at end of

14,662

20,906

quarter (should equal item 4.6 above)

6.

Payments to directors of the entity and their associates

Current quarter

HK$'000

6.1

Aggregate amount of payments to these parties included in

1,232

item 1.2

6.2

Aggregate amount of cash flow from loans to these parties

-

included in item 2.3

6.3 Include below any explanation necessary to understand the transactions included in items 6.1 and 6.2

6.1 Being payment of executive directors' salary and non-executive directors' fees.

+ See chapter 19 for defined terms.

11

1 September 2016

Appendix 5B Mining exploration entity and oil and gas exploration entity quarterly report

7.

Payments to related entities of the entity and their associates

Current quarter

HK$'000

7.1

Aggregate amount of payments to these parties included in item 1.2

-

7.2

Aggregate amount of cash flow from loans to these parties included in

-

item 2.3

7.3 Include below any explanation necessary to understand the transactions included in items 7.1 and 7.2

8.

Financing facilities available

Total facility amount

Amount drawn at

Add notes as necessary for an understanding of the

at quarter end

quarter end

position

HK$'000

HK$'000

8.1

Loan facilities

(A) 5,000

(A) 5,000

(B) 6,000

(B) 6,000

8.2

Credit standby arrangements

10,000

-

8.3

Other (please specify)

-

-

8.4 Include below a description of each facility above, including the lender, interest rate and whether it is secured or unsecured. If any additional facilities have been entered into or are proposed to be entered into after quarter end, include details of those facilities as well.

8.1 (A) The loan granted by a substantial shareholder (Ocean Line Holdings Ltd) and is unsecured, bears interest of 12% per annum and is repayable on 31 Oct 2020.

  1. Such loan is also granted by a substantial shareholder (Ocean Line Holdings Ltd). The loan is unsecured, bears interest of 12% per annum and is repayable on 31 Oct 2020.

8.2 On 18 September 2018, a substantial shareholder has undertaken to grant a loan facility of up to HK$10,000,000 to the Company to satisfy its future working capital requirements. The loan is available for draw down from 18 September 2018. Such loan is unsecured, bears interest at 12% per annum and once drawn down, is repayable on 31 October 2020. As at the date hereof, such loan facility has not been drawn down.

9.

Estimated cash outflows for next quarter

HK$'000

9.1

Exploration and evaluation

(1,000)

9.2

Development

-

9.3

Production

-

9.4

Staff costs

(2,600)

9.5

Administration and corporate costs

(1,600)

9.6

Other (provide details if material)

-

9.7

Total estimated cash outflows

(5,200)

+ See chapter 19 for defined terms.

12

1 September 2016

Appendix 5B Mining exploration entity and oil and gas exploration entity quarterly report

10.

Changes in

Tenement

Nature of interest

Interest at

Interest at

tenements

reference and

beginning

end of

(items 2.1(b) and

location

of quarter

quarter

2.2(b) above)

10.1

Interests in mining

E47/2215

Surrendered

100%

0%

tenements and

Duck Creek East

petroleum tenements

lapsed, relinquished

E47/2905

Surrendered

100%

0%

or reduced

Phils Bore

10.2

Interests in mining

E47/4240

Application

0%

100%

tenements and

Ophthalmia

petroleum tenements

acquired or increased

Compliance statement

  1. This statement has been prepared in accordance with accounting standards and policies which comply with Listing Rule 19.11A.
  2. This statement gives a true and fair view of the matters disclosed.

Sign here:

Date: 30 October 2019

(Company secretary)

Print name:

Chan Kam Kwan, Jason

Notes

  1. The quarterly report provides a basis for informing the market how the entity's activities have been financed for the past quarter and the effect on its cash position. An entity that wishes to disclose additional information is encouraged to do so, in a note or notes included in or attached to this report.
  2. If this quarterly report has been prepared in accordance with Australian Accounting Standards, the definitions in, and provisions of, AASB 6: Exploration for and Evaluation of Mineral Resources and AASB 107: Statement of Cash Flows apply to this report. If this quarterly report has been prepared in accordance with other accounting standards agreed by ASX pursuant to Listing Rule 19.11A, the corresponding equivalent standards apply to this report.
  3. Dividends received may be classified either as cash flows from operating activities or cash flows from investing activities, depending on the accounting policy of the entity.

+ See chapter 19 for defined terms.

13

1 September 2016

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Brockman Mining Limited published this content on 30 October 2019 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 30 October 2019 10:21:07 UTC