Meteoric Resources NL : to Acquire High Grade Cobalt and Sudbury Style Polymetallic Projects a

26 May 2017‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌

METEORIC TO ACQUIRE HIGH GRADE COBALT AND SUDBURY STYLE POLYMETALLIC PROJECTS IN PROVEN MINING PROVENCE

Mullligan Project

• 100% Interest

• High Grade Cobalt

and Silver Targets Midrim Project

• 100% Interest

• High Grade Copper, Nickel and Cobalt Targets

Iron Mask Project

• Pending grant of claim application (100% interest)

• High Grade Cobalt and Bismuth Targets

Meteoric Resources is to acquire Cobalt Canada Pty Ltd, which holds the rights to acquire three highly prospective Canadian exploration projects: Midrim, Mulligan and Iron Mask.

Primary Cobalt Play

100% OWNED PROJECTS, IN TIER 1 LOCATION FOR MINING OF COBALT IN ONTARIO, CANADA

Historical Technical Data

DIAMOND DRILLING, IP/GRAVITY, GROUND MAGNETICS & SAMPLING

Regional Cobalt & Silver Production

THE COBALT REGION HAS HISTORICALLY PRODUCED IN EXCESS OF 28 MT COBALT & 720 MILLION OUNCES SILVER (a)

100% Underwritten

$1.3 MIL CAPITAL RAISING

STRATEGIC & SOPHISTICATED INVESTORS TO FAST TRACK EARLY STAGE INVESTMENT

(a) Northern Ontario Ministry of Development and Mines

PROJECT HIGHLIGHTS

Midrim Cobalt Property (d)

• 85 cells over 2 project areas covering 38.28 km2, South of Rouyn-Noranda mining camp in Western Quebec

• Grades intercepted in 2001 drilling campaign with values up to (See Annexure A & B):

  Maximum

  Co 0.52% Cu 11% Ni 7.45%

• Including drill hole MR00-05 intercept (See Annexure A & B):

  4.35 m

  Co 0.13% Cu 2.90% Ni 6.29%

• Extensive historical exploration, mainly targeting Ni and Cu

• 31,569 metres of Diamond Drilling only partially assayed for cobalt

• Outcrop Stripping, Mapping and Ground Magnetics

• Induced Polarisation (1,015 line km at 150 metre spacing)

• 208 Soil Samples

• NI 43-101 Report* identifies over 1700 metres of core with cobalt values

• 16,075 metres of Diamond Drill Core from 2001 drilling campaign available for immediate assay targeting cobalt

• Currently compiling and evaluating the historical technical information.

  Iron Mask Cobalt Property

• Iron Mask claim applications span a total of 14.08 km2

• Located 500m along strike from the historical "Iron Mask Shaft" from which a 6 tonne bulk sample of cobalt ore averaging 15% cobalt and 255g/t silver was recovered (e)

• The Iron Mask tenements and the Iron Mask Shaft are both contained within the Espanola Formation. The Espanola Formation is known for its apparent polymetallic mineralisation with iron enrichment. This formation was previously identified through magnetic surveys which also identified the fault zone

  (d) Historical information sourced from Fieldex exploration reports

  (e) 2002 Geotechnical Report on the Iron Mask Property of Champion Bear Resources Ltd

  • www.sedar.com (43-101 Midrim Property, Richard J.Mazur, April 17, 2002)

    Iron Mask Cobalt Property continued

    • The mineralised structure as identified through historical exploration is noted to trend southwest into the Iron Mask tenements, with further delineation on the ground required

    • Diamond drill holes on the adjacent tenement along trend from the claims to be acquired by the Company.

  Mulligan Cobalt Property

• The Mulligan Property spans 0.73 km2 over 2 claims

• 30 km north of Cobalt Town, Ontario. Historically the most prolific cobalt jurisdiction in Canada, producing 50 million pounds of cobalt along with Silver Centre (f)

• Property contains 8 parallel polymetallic veins approximately 30 feet (10m) apart with mineralisation spanning a strike length of 500 feet

• Canadian Department of Mines grab sample no. 23730 from 1952 yielded grades of:

  Co 12.6% Ag 39.7g/t Ni 1.03% Au 29.8g/t

  Transaction Terms

  The Company has entered into a binding sale and purchase agreement to acquire 100% of the issued capital of Cobalt Canada Pty Ltd (Cobalt) (Acquisition) which holds the right to acquire 100% of the Midrim/Laforce, Iron Mask and Mulligan projects in Ontario, Canada (together the Canadian Projects) under 3 separate agreements. The consideration for the Acquisition of Cobalt is 60,000,000 Shares and

  $30,000 cash. Completion of the Acquisition is subject to satisfaction within three months of a number of conditions including, the Company obtaining shareholder approval of the Acquisition; the Company completing technical, financial and legal due diligence on Cobalt and its assets; and the Company receiving firm commitments for the amount of the Capital Raising (see below). The sellers of Cobalt have given warranties and representations in favour of the Company which are customary for a transaction of this nature.

  Transaction Terms

  Under the three agreements to acquire each of the Canadian Projects, the Company will also pay a total of CAD$155,000 in cash and issue CAD$200,000 worth of Shares (based on a 10 day volume weighted average price of Shares (VWAP) and the CAD:AUD exchange rate at the time of issue).

  In connection with the Acquisition, the Company proposes to conduct a fully underwritten capital raising, to raise approximately AUD$1,386,000 (before costs) through a placement of up to 126,000,000 Shares to strategic and sophisticated investors, at a price of $0.011 per Share (Capital Raising). The Capital Raising will be completed in two tranches. Tranche 1 comprising 63,200,000 shares will be completed under the Company's available placement capacity under listing rules 7.1 and 7.1A. Tranche 2 comprising 62,800,000 Shares will be issued subject to shareholder approval.

  The Company also proposes to issue:

  • 60,000,000 Options (each exercisable at $0.011 with a 3 year expiry date) to various advisors to the Company in relation to the Acquisition, half vesting on a 20 day VWAP of $0.04 and half vesting on a 20 day VWAP of $0.08, at an issue price of

    $0.0001 each; and

  • 5,000,000 Performance Rights to new management of the Company following completion of the Acquisition (with appropriate milestones to be agreed).

Pursuant to the Acquisition, the Company assumes the obligations under various net smelter royalty agreements, ranging from 2% over the 3 Projects to 4% over selected Mining Claims.