Carawine Resources : Target's Statement

For personal use only

Carawine Resources Limited

ACN 611 352 348

Target's Statement

This Target's Statement has been issued in response to the on-market takeover bid made by QGold Pty Ltd (ACN 149 659 950) for all of the ordinary shares in Carawine Resources Limited (ACN 611 352 348) for $0.21 per ordinary share.

THE CARAWINE DIRECTORS UNANIMOUSLY RECOMMEND THAT YOU REJECT THE OFFER FROM QGOLD

To reject QGold's Offer do nothing.

THIS IS AN IMPORTANT DOCUMENT AND REQUIRES YOUR IMMEDIATE ATTENTION

You should read all of this document. If you are in any doubt as to how to deal with this document, you should consult your investment, financial, taxation or other professional advisor immediately.

Legal Adviser

Corporate Adviser

For personal use only

CONTENTS

1.	FREQUENTLY ASKED QUESTIONS ..............................................................................	8
2.	DIRECTORS' RECOMMENDATION AND REASONS .................................................	16
3.	IMPORTANT MATTERS FOR CARAWINE SHAREHOLDERS TO CONSIDER................	23
4.	YOUR CHOICES AS A CARAWINE SHAREHOLDER.................................................	39
5.	KEY FEATURES OF THE QGOLD OFFER ....................................................................	41
6.	INFORMATION REGARDING CARAWINE ...............................................................	46
7.	INFORMATION RELATING TO THE CARAWINE DIRECTORS ....................................	53
8.	ADDITIONAL INFORMATION ..................................................................................	55
9.	AUTHORISATION.....................................................................................................	61
10.	GLOSSARY AND INTERPRETATION..........................................................................	62

KEY DATES

QGold's Offer announced and Bidder's Statement	22 February 2022
lodged with ASIC and the ASX
Bidder's appointed broker commences standing in the	22 February 2022
market to acquire Carawine Shares at the Offer Price
Date of this Target's Statement	8 March 2022
Offer Period commences	9 March 2022
Scheduled close of Offer Period (unless the Offer is	4:00pm (Sydney time) on 22
extended or withdrawn*)	April 2022

*Note: the Offer may only be withdrawn in exceptional circumstances in accordance with the Corporations Act as summarised in section 5.7 of this Target's Statement.

CARAWINE SHAREHOLDER INFORMATION

This is an important document. If you do not understand it or are in doubt as to how to act, you should consult your investment, financial, taxation or other professional advisor immediately.

If you require further information or have any queries in relation to QGold's Offer as a Carawine Shareholder, please contact the Offer Information Line on 1800 500 710 between 8:30am and 8:00pm (Sydney time) Monday to Friday.

Further information relating to QGold's Offer can be obtained from the Bidder's Statement and Carawine's website at www.carawine.com.au or Carawine's ASX Announcement page at www.asx.com.au (ASX Code: CWX).

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IMPORTANT NOTICES

Nature of this document

This document is a Target's Statement issued by Carawine Resources Limited (ACN 611 352

1. (Carawine or the Company) dated 8 March 2022 under Part 6.5 Division 3 of the Corporations Act in response to the on-market takeover bid made by QGold Pty Ltd (ACN 149 659 950) (QGold or the Bidder) on 22 February 2022 for all the ordinary shares in Carawine which the Bidder (or its Associates) does not already own or control.

ASIC and ASX Disclaimer

A copy of this Target's Statement has been lodged with ASIC and given to the ASX on 8 March 2022. Neither ASIC, the ASX nor any of their respective officers takes any responsibility for the contents of this Target's Statement.

Defined terms and interpretation

Capitalised terms used in this Target's Statement are defined in section 10 of this Target's Statement. Section 10 of this Target's Statement also sets out some rules of interpretation which apply to this Target's Statement.

No account of personal circumstances

This Target's Statement and the recommendations and other information contained in it do not constitute financial product or investment advice. The recommendations and other information contained in this Target's Statement should not be taken as personal, financial or taxation advice, as each Carawine Shareholder's deliberations and decision will depend upon their own financial situation, tax position, investment objectives and particular needs.

It is important that you read this Target's Statement in its entirety before making any investment decision and any decision relating to the Offer. Your Carawine Directors encourage you to obtain independent advice from your investment, financial, taxation or other professional adviser before making a decision whether or not to accept the Offer.

Disclaimer as to forward looking statements

Some of the statements appearing in this Target's Statement may be in the nature of forward looking statements. All statements other than statements of historical fact are forward looking statements and generally may be identified by the use of forward looking words such as "believe", "aim", "expect", "anticipate", "intending", "foreseeing", "likely", "should", "planned", "may", "estimate", "potential", or other similar words. You should note that these forward looking statements are only predictions and are inherently subject to uncertainties, in that they may be affected by a variety of known and unknown risks, variables and other important factors, many of which are beyond the control of Carawine. Actual values, results, performance or achievements may differ materially from those expressed or implied by any forward looking statements. The risks, variables and other factors that may affect the forward looking statements include matters specific to the industry in which Carawine operates as well as economic and financial market conditions; legislative, fiscal or regulatory developments; the price performance of Carawine Shares, commodity price fluctuations, input price fluctuations, currency fluctuations, interest rates, actual demand, geotechnical factors, political conditions in various countries, approvals and cost estimates, operating results including the risk of possible price decline in the absence of the Offer or other takeover or merger speculation; and risks associated with the business and operations of Carawine.

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None of Carawine, its Subsidiaries or any of their respective officers and employees, or any person named in this Target's Statement with their consent, or any person involved in the preparation of this Target's Statement, makes any representation or warranty (express or implied) or gives any assurance as to the accuracy or likelihood of fulfilment of any forward looking statement, or any values, results, performance or achievements or other events expressed or implied in any forward looking statements, except to the extent required by law. You are cautioned not to place undue reliance on any forward looking statement.

The forward looking statements in this Target's Statement reflect views held only as at the date of this Target's Statement. Subject to any continuing obligations under the ASX Listing Rules or the Corporations Act, Carawine and its officers disclaim any obligation or undertaking to update or revise any forward looking statement to reflect any change in expectations in relation to them or any change in events, conditions or circumstances on which any forward looking statement is based.

Disclaimer as to information about the Bidder obtained from public sources

The information in this Target's Statement about the Bidder has been compiled from or is otherwise based on information obtained from publicly available sources, including information in the Bidder's Statement, and has not been independently audited or verified by Carawine or its advisers. If the information obtained from public sources is inaccurate or incomplete, this may affect the information included in this Target's Statement. Accordingly, Carawine does not, subject to the Corporations Act, make any representation or warranty (express or implied) as to the accuracy or completeness of any information in relation to Bidder. In particular, if the information has been used as the basis for forward looking statements in this Target's Statement, this may add to the risk that actual values, results, performance or achievements will differ materially from those expressed or implied by the forward looking statements.

Effect of rounding

A number of figures, amounts, percentages, prices, estimates, calculations of value and fractions in this Target's Statement are subject to the effect of rounding. Accordingly, the actual calculation of these figures, amounts, percentages, prices, estimates, calculations of value and fractions may differ from the figures, amounts, percentages, prices, estimates, calculations of value and fractions set out in this Target's Statement.

Discrepancies between totals in tables and or in calculations are due to rounding.

Foreign jurisdictions

The release, publication or distribution of this Target's Statement in jurisdictions other than Australia may be restricted by law or regulation in such other jurisdictions and persons who come into possession of it should seek advice on and observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable laws or regulations.

This Target's Statement has been prepared in accordance with Australian law and the information contained in this Target's Statement may not be the same as that which would have been disclosed if this Target's Statement had been prepared in accordance with the laws and regulations outside of Australia.

Maps and diagrams

Any diagrams, charts, maps, graphs and tables appearing in this Target's Statement are illustrative only and may not be drawn to scale. Unless stated otherwise, all data contained

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in diagrams, charts, maps, graphs and tables is based on information available at the date of this Target's Statement.

Privacy

Carawine has collected your information from the register of Carawine Shareholders for the purpose of providing you with this Target's Statement. The type of information Carawine has collected about you includes your name, contact details and information on your shareholding or option holding (as applicable) in Carawine. Without this information, Carawine would be hindered in its ability to issue this Target's Statement. The Corporations Act requires the name and address of shareholders to be held in a public register. Your information may be disclosed on a confidential basis to Carawine's related bodies corporate and external service providers (including the share registry of Carawine and print and mail service providers) and may be required to be disclosed to regulators such as ASIC. If you would like details of information about you held by Carawine, please contact the Offer Information Line. Calls to the Offer Information Line may be recorded.

No internet site forms part of this Target's Statement

No internet site forms part of this Target's Statement. No document or other information available on the Company's website is incorporated into this Target's Statement by reference.

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