Thomson Resources : Restructure of MTC JV - Silver-Gold Polymetallic Opportunity

maintenance minor capital works;

 Term of Stage 2 is 2 years from the date of election to proceed with Stage 2;

 White Rock is free-carried through the exploration earn-in period. Thomson will continue management of the Project and will have sole responsibility for keeping the Project in good standing and funding the operational site care and maintenance costs (major capital items to be borne in equal shares by both companies) until formation of the Joint Venture, be that on a 51:49 or 70:30 basis.

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onlyDISCUSSION

Thomson Resources Ltd (ASX:TMZ, OTCQB:TMZRF) ("Thomson") and White Rock Minerals Ltd (ASX:WRM, OTCQX:WRMCF) ("White Rock") are pleased to advise that they have amended the original Mt Carrington Earn-

in and JV Agreement ("Amended Agreement") which the parties had entered into on 1 May 2021 ("Initial Agreement")1. This Amended Agreement now provides for a 2-stageexploration earn-inand option to joint

venture agreement ("Joint Venture Agreement") focused on exploration activities on White Rock's Mt Carrington gold-silver-base metal project ("Project"). Under the Amended Agreement Thomson will still be

able to earn up to 70% of the Project in two stages and, at Thomson's election, to form a Joint Venture to then usefund on a pro-ratabasis, mine development and further exploration of the very prospective Mt Carrington leases

for gold-silver and base metal mineralisation (see end of this Release for transaction details).

The Mt Carrington, Texas District2, Conrad3 and Webbs4 projects all host significant silver-gold-base metal resources and compelling silver, gold and base metal exploration potential and are clustered in the New England region of north-eastern NSW and southern Queensland. Despite their proximity to one another and attractive commodity mix, these projects have never been consolidated under the one operator and so have to date remained largely undeveloped.

personalThomson has aggressively pursued a consolidation strategy in this region to bring these and other key resources

together into an overarching project with a large precious metal (silver-gold), base and technology metal (silver, zinc, lead, copper, tin) resource base that could be potentially developed and centrally processed under Thomson's "New England Fold Belt Hub and Spoke Strategy" ("NEFBHS") (Figure 1).

David Williams, Executive Chairman of Thomson said:

"The work we have been able to undertake during the first phase of the earn-in agreement has given us a really good feel for and understanding of the Mt Carrington site and how best to develop the Project. We consider that the whole Project has a lot of unrealised base metal potentiality along with the silver and gold. By pursuing solely the gold first production this value would not be captured.

ForMatt Gill, Managing Director & CEO of White Rock said:

"White Rock is extremely pleased to continue to partner with a visionary group like Thomson Resources. The JV partners have worked extremely well together, sharing a common vision for this project, and we wish to see this alliance continue. They have a clear strategy to unlock the potential from the consolidation of various gold and silver assets in and around our advanced Mt Carrington project in NSW. We also believe that a re-focus on the broader exploration potential of the Mt Carrington project can unlock further value and enhance the project's development and success.

"With the merger between White Rock and AuStar Gold (a significant landholder and with a high-grade gold production and exploration tenement profile in the prolific Victorian Goldfields) now successfully completed, and diamond drilling occurring at the high-grade gold Morningstar underground gold mine, continuing to joint venture our Mt Carrington asset will allow White Rock to focus on this significant Victorian gold production and exploration opportunity as well as our exciting projects in Alaska."

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Mt Carrington Project History

The Mt Carrington gold-silver-base metal project is located 5km from the township of Drake in northern NSW on Forthe Bruxner Highway. The Project is located 1 hour from the regional centers of Casino and Tenterfield in NSW and importantly located within potential trucking distance of Thomson's 100% owned Texas District, Conrad and

Webbs silver base metal projects (Figure 1).

Mt Carrington is one of a number of gold-silver +/- base metal districts that formed along the east coast of Australia during the Permian age back arc extensional volcanic basins. Notable examples of these deposits include the Cracow gold mine (2.5Moz Au @ 4.97g/t Au5,6,7,8,9, Mt Carlton gold mine (~1.2 Moz Au @ ~2.46 g/t Au, 12Moz Ag @ 24g/t Ag, 22Kt Cu @ 0.15% Cu 9) and historic Mt Chalmers volcanogenic massive sulphide.

There has been a significant history of gold-silver and copper mining at Mt Carrington starting in 1853 and with modern small scale open pit mining by Mt Carrington Mines from 1974 to 1990 (see Annexure 1 for a synopsis of the district's history). The Mt Carrington district hosts 8 known precious and base metal deposits.

In 200810 Rex Minerals Ltd ("RXM") announced a JORC 2004 gold - silver Mineral Resource Estimate ("MRE") for Strauss, Kylo, Guy Bell, Lady Hampden, Silver King and White Rock deposits based on historic data and a series of validation diamond drill holes completed by RXM. In 201211 and 201312,13 White Rock announced an upgraded JORC 2004 gold - silver MRE for Strauss, Kylo, Lady Hampden, Silver King and White Rock deposits, plus a maiden

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